<PAGE> 1
SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
AMERICAN BUSINESS PRODUCTS, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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:
<PAGE> 2
[AMERICAN BUSINESS
PRODUCTS LOGO]
AMERICAN BUSINESS PRODUCTS, INC.
POST OFFICE BOX 105684 ATLANTA, GEORGIA 30348
(770) 953-8300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
NOTICE HEREBY IS GIVEN that the 1996 Annual Meeting of Shareholders of
American Business Products, Inc. (the "Company") will be held at The Cobb
Galleria Centre, Two Galleria Parkway, Atlanta, Georgia, on Wednesday, April 24,
1996 at 11:00 a.m., Atlanta time, for the purpose of considering and voting
upon:
1. A proposal to elect four directors of the Company.
2. A proposal to ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending December 31,
1996.
3. Such other business as properly may come before the Annual Meeting
or any adjournments thereof. The Board of Directors is not aware of any
other business to be presented to a vote of the shareholders at the Annual
Meeting.
Information relating to the above matters is set forth in the attached
Proxy Statement. Shareholders of record at the close of business on March 5,
1996 are entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors.
/s/ Dawn M. Gray
----------------
DAWN M. GRAY
Secretary
Atlanta, Georgia
March 18, 1996
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. THE
PROMPT RETURN OF PROXY CARDS WILL SAVE YOUR COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION.
<PAGE> 3
AMERICAN BUSINESS PRODUCTS, INC.
2100 RIVEREDGE PARKWAY
SUITE 1200
ATLANTA, GEORGIA 30328
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
This Proxy Statement is furnished to the shareholders of American Business
Products, Inc. (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the 1996 Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournments thereof. The Annual
Meeting will be held on Wednesday, April 24, 1996 at The Cobb Galleria Centre,
Two Galleria Parkway, Atlanta, Georgia, at 11:00 a.m., Atlanta time.
The approximate date on which this Proxy Statement and the enclosed form(s)
of proxy card are first being sent or given to shareholders is March 18, 1996.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of the
Common Stock of the Company, $2.00 par value per share, with each share
entitling its owner to one vote on each matter submitted to the shareholders.
The record date for determining the holders of Common Stock who are entitled to
notice of and to vote at the Annual Meeting is March 5, 1996. On the record
date, 16,386,497 shares of Common Stock were outstanding and eligible to be
voted at the Annual Meeting.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at the
Annual Meeting. In counting the votes to determine whether a quorum exists at
the Annual Meeting, the proposal receiving the greatest number of votes "for" or
"against" and abstentions (including instructions to withhold authority to vote)
will be used.
In voting with regard to the proposal to elect directors (Proposal 1),
shareholders may vote in favor of all nominees,withhold their votes as to all
nominees or withhold their votes as to specific nominees. The vote required to
approve Proposal 1 is governed by Georgia law and is a plurality of the votes
cast by the holders of shares entitled to vote, provided a quorum is present. As
a result, in accordance with Georgia law, votes that are withheld will not be
counted and will have no effect.
In voting with regard to the proposal to ratify the appointment of
independent auditors (Proposal 2), shareholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposal 2 is governed by Georgia law, and the votes cast favoring
such proposal must exceed the votes cast opposing such proposal, provided a
quorum is present. As a result, in accordance with Georgia law, abstentions will
not be counted and will have no effect.
Under the rules of the New York Stock Exchange (the "Exchange") that govern
most domestic stock brokerage firms, member brokerage firms that hold shares in
street name for beneficial owners may, to the extent that such beneficial owners
do not furnish voting instructions with respect to any or all proposals
submitted for shareholder action, vote in their discretion upon proposals which
are considered "discretionary" proposals under the rules of the Exchange. Member
brokerage firms that have received no instructions from
<PAGE> 4
their clients as to "non-discretionary" proposals do not have discretion to vote
on these proposals. Such "broker non-votes" will not be considered in
determining whether a quorum exists at the Annual Meeting and will not be
considered as votes cast in determining the outcome of any proposal.
PROXIES FOR HOLDERS OF COMMON STOCK
Proxy cards are being transmitted with this Proxy Statement to all holders
of Common Stock of the Company. If the proxy is completed properly and returned
by the shareholder and is not revoked, it will be voted at the Annual Meeting in
the manner specified thereon. IF THE PROXY IS PROPERLY EXECUTED AND RETURNED BUT
WITHOUT INSTRUCTIONS FOR VOTING, THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE PROXY CARD AND DESCRIBED HEREIN.
Any shareholder who executes and delivers a proxy card may revoke it at any time
prior to its use by giving written notice to the Secretary of the Company, or by
executing and delivering to the Secretary a duly executed proxy card bearing a
later date, or by appearing at the meeting and voting in person; provided,
however, that under the rules of the Exchange, any beneficial owner of the
Company's Common Stock whose shares are held in street name by a member
brokerage firm may revoke his proxy and vote his shares in person at the Annual
Meeting only in accordance with applicable rules and procedures of the Exchange.
The Board of Directors of the Company does not know of any other business to be
brought before the Annual Meeting other than that described herein, but it is
intended that, as to any such other business, a vote will be cast pursuant to
the proxy in accordance with the judgment of the persons named as proxies.
PROXIES FOR PARTICIPANTS IN EMPLOYEE BENEFIT PLANS
Separate proxy cards are being transmitted to all persons who have shares
of Common Stock attributable to their accounts as participants or beneficiaries
under the American Business Products, Inc. Profit Sharing Retirement Plan (the
"Profit Sharing Plan") and the American Business Products, Inc. Employee Savings
Plan (the "401(k) Plan"). These proxy cards appoint the respective Trustees for
the Profit Sharing Plan and the 401(k) Plan to vote the shares held for the
accounts of the participants or their beneficiaries in the Profit Sharing Plan
and the 401(k) Plan in accordance with the instructions noted thereon. IN THE
EVENT NO PROXY CARD IS RECEIVED FROM A PARTICIPANT OR BENEFICIARY IN THE PROFIT
SHARING PLAN OR A PROXY CARD IS RECEIVED WITHOUT INSTRUCTIONS FOR VOTING, THE
TRUSTEES OF THE PROFIT SHARING PLAN WILL VOTE THE SHARES OF STOCK OF THE
PARTICIPANT OR BENEFICIARY WITH REGARD TO EACH OF THE PROPOSALS LISTED ON THE
PROXY CARD AND DESCRIBED HEREIN AS THE TRUSTEES DEEM PROPER IN THEIR BEST
JUDGMENT. IN THE EVENT NO PROXY CARD IS RECEIVED FROM A PARTICIPANT OR
BENEFICIARY IN THE 401(K) PLAN OR A PROXY CARD IS RECEIVED WITHOUT INSTRUCTIONS
FOR VOTING, THE TRUSTEES OF THE 401(K) PLAN WILL VOTE THE SHARES OF STOCK OF THE
PARTICIPANT OR BENEFICIARY WITH REGARD TO EACH OF THE PROPOSALS LISTED ON THE
PROXY CARD AND DESCRIBED HEREIN IN PROPORTION WITH THE VOTES CAST BY THE
PARTICIPANTS OR BENEFICIARIES IN THE 401(K) PLAN WHO PROPERLY EXECUTED AND
DELIVERED PROXY CARDS TO THE TRUSTEES.
Any Profit Sharing Plan or 401(k) Plan participant or beneficiary who
executes and delivers a proxy card to the Trustee may revoke it at any time
prior to its use by giving written notice to the respective Trustees or by
executing and delivering to the Trustee a duly executed proxy card bearing a
later date. Under the terms of the Profit Sharing Plan and the 401(k) Plan, only
the Trustees of such plans can vote the shares allocated to the accounts of
participants, even if such participants or their beneficiaries attend the Annual
Meeting in person.
In addition to soliciting proxies through the mail, the Company may solicit
proxies through its directors, officers and employees in person and by
telephone, facsimile or telegraph. All expenses incurred in connection with the
solicitation of proxies will be borne by the Company, including the charges and
expenses of brokerage firms, nominees, custodians, fiduciaries and others for
forwarding solicitation materials to beneficial owners of Common Stock.
2
<PAGE> 5
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of December 31, 1995
regarding the ownership of the Company's Common Stock by each person known to
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock, by each executive officer named in the Summary Compensation Table herein
and by all directors and executive officers of the Company as a group, based on
data furnished to the Company by such persons.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS
-------------------------------------------- --------------------- ----------
<S> <C> <C>
Curtis Investment Company, LP
Lonnie C. Baxter 4,066,511(2) 24.8%
T. R. Carmody 62,677(3) *
R. W. Gundeck 8,447(3) *
H. Curtis VII 232,477(3) 1.4%
W. C. Downer 20,712(3) *
R. A. LeFeber 15,865(3) *
All directors and executive officers of the
Company as a group (17 persons) 487,002(4) 3.0%
</TABLE>
- ---------------
* Represents less than one percent of the outstanding shares of Common Stock
of the Company.
(1) The stock ownership information shown above and in "Proposal 1 -- Election
of Directors -- Information Regarding Nominees and Directors" is based upon
information furnished to the Company by the named persons. Beneficial
ownership as reported in this Proxy Statement has been determined in
accordance with regulations of the Securities and Exchange Commission (the
"Commission") and includes shares of Common Stock of the Company which may
be acquired within 60 days upon the exercise of outstanding stock options.
The named persons have sole voting and investment power with regard to the
shares shown as owned by such persons except as otherwise indicated.
(2) The shares shown include 132,990 shares owned by Lonnie C. Baxter; 153
shares allocated to the account of Ms. Baxter under the Profit Sharing
Plan; 103,371 shares that Ms. Baxter votes as trustee of certain family
trusts or as custodian for certain minor family members and as to which she
disclaims any beneficial ownership; 2,250 shares which Ms. Baxter votes as
Chairperson of the Arcadia Wildlife Preserve and as to which she disclaims
any beneficial ownership; 41,692 shares owned by the Residuary Trust Under
the Will of Richard B. Curtis for which Ms. Baxter shares voting and
investment power with Richard B. Curtis, Jr. and SunTrust Bank, Atlanta and
as to which she disclaims any beneficial ownership; 21,093 shares owned by
the Henry Curtis Family Trust of 1990 for which Ms. Baxter shares voting
and investment power; and 3,764,962 shares owned by Curtis Investment
Company, LP ("CIC"), a limited partnership of which Ms. Baxter is the
managing general partner. As managing general partner, Ms. Baxter has sole
voting and investment power for all of the shares owned by CIC, although
Ms. Baxter's proportionate interest in CIC is less than 10%. Ms. Baxter is
the sister of Henry Curtis VII, a current director and the Vice President
of Administration of the Company. The address of CIC and Ms. Baxter is 2100
RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328.
(3) With regard to the beneficial ownership of shares of Common Stock by Messrs.
Carmody, Gundeck and Curtis, see Note (1) on page 7 hereof; with regard to
Mr. Downer, the shares shown include 6,663 shares owned jointly with his
wife, 7,699 shares which Mr. Downer may acquire upon the exercise of stock
options and 6,350 shares allocated to his account under the Profit Sharing
Plan; with regard to Mr. LeFeber, the shares shown include 4,046 shares
owned jointly with his wife, 4,433 shares which
3
<PAGE> 6
Mr. LeFeber may acquire upon the exercise of stock options, 5,386 shares
allocated to his account under the Profit Sharing Plan and 2,000 shares
owned by his spouse for which Mr. LeFeber disclaims any beneficial
ownership.
(4) The shares shown include 50,272 shares which may be acquired by certain
directors and executive officers pursuant to the exercise of stock options;
4,360 shares owned by the spouses of certain directors and executive
officers for which the respective persons disclaim beneficial ownership;
56,056 shares owned jointly by certain directors and executive officers
with their spouses; 79,507 shares voted by a director as trustee and as to
which he disclaims any beneficial ownership; 21,093 shares owned by the
Henry Curtis Family Trust of 1990 for which a director shares voting and
investment power; 38,594 shares allocated to the accounts of the directors
and executive officers under the Profit Sharing Plan; and 16,226 shares
held by Messrs. Aderhold and Dickson, current directors whose terms of
office as directors of the Company will not continue after the Annual
Meeting.
PROPOSAL 1 -- ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the Board of Directors of the
Company shall consist of not less than three nor more than fifteen persons and
that the number of directors shall be determined from time to time by the Board
of Directors. The Board of Directors has set the number of directors of the
Company at twelve. The Articles of Incorporation of the Company provide that the
Board of Directors of the Company shall be divided into three classes as nearly
equal in number as possible. The term of office of one of the classes of
directors expires each year, and a new class of directors is elected each year
by the shareholders for a term of three years and until their successors are
elected and qualified.
The Board of Directors has nominated W. J. Biggers, Henry Curtis VII, C.
Douglas Miller and G. Harold Northrop to stand for election as directors at the
Annual Meeting. Messrs. Biggers, Curtis and Northrop presently are members of
the Board of Directors whose terms are scheduled to expire at the Annual
Meeting. Each nominee has consented to serve as a director if elected. If
elected by the shareholders, Messrs. Biggers, Curtis, Miller and Northrop will
serve a three-year term which will expire at the time of the 1999 Annual Meeting
of Shareholders.
If any of the nominees should become unavailable to serve for any reason
(which is not anticipated), the Board of Directors, in its discretion, may
designate a substitute nominee or nominees (in which case the persons named as
proxies on the enclosed proxy card will vote all valid proxy cards for the
election of such substitute nominee or nominees), allow the vacancy or vacancies
to remain open until the Board locates a suitable candidate or candidates or by
resolution reduce the authorized number of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL TO ELECT W. J. BIGGERS, HENRY CURTIS VII, C. DOUGLAS MILLER AND G.
HAROLD NORTHROP AS DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 1999 ANNUAL
MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES AND DIRECTORS
Set forth below is certain information as of December 31, 1995 regarding
the four nominees for director, all current directors whose terms of office will
continue after the Annual Meeting and Messrs. Aderhold and Dickson, directors
whose terms of office will not continue after the Annual Meeting. The vacancy
created by Mr. Aderhold's retirement may be filled by the affirmative vote of a
majority of the Company's directors for the remaining unexpired portion of Mr.
Aderhold's term. The Board of Directors desires to fill the vacant
4
<PAGE> 7
director position but has not yet identified an appropriate person to fill this
position. The Board of Directors in its discretion may fill this position prior
to the 1997 Annual Meeting.
DIRECTORS TO SERVE UNTIL THE 1999 ANNUAL MEETING
W. J. BIGGERS served as Chairman of the Board of the Company from 1983
until 1994, as President of the Company from 1973 to 1985 and as Chief Executive
Officer of the Company from 1973 to 1988. Mr. Biggers retired as an officer of
the Company in 1991 after having served with the Company or its predecessors
since 1961. Mr. Biggers has been a director of the Company since 1968. Mr.
Biggers is 68. He beneficially owns 89,004 shares of the Common Stock of the
Company.*(1)
HENRY CURTIS VII has been Vice President of Administration of the Company
since April 1995. He served as Vice President of Administration and Sales
Support of Curtis 1000 Inc. from 1992 to March 1995. He previously served as
Director of Administration and Sales Support of Curtis 1000 Inc. from 1990 to
1992. Mr. Curtis served as Director of Employee Benefits of the Company from
1983 to 1990 and has held various positions with the Company and its
wholly-owned subsidiaries, Curtis 1000 Inc. and Vanier Graphics Corporation,
since 1971. He has been a director of the Company since 1989. Mr. Curtis is 47.
He beneficially owns 232,477 shares (1.4%) of the Common Stock of the
Company.(1)
HERBERT J. DICKSON has been a management consultant since 1993. He
previously served as Chairman of the Board of Fortune Financial Services, Inc.,
a finance company, from 1987 to 1993. Mr. Dickson has been a director of the
Company since 1973. He also is a director of Blount, Inc. and Martin Industries,
Inc. Mr. Dickson is 70. In compliance with Company retirement policies, Mr.
Dickson's term of office as a director of the Company will not continue after
the Annual Meeting. He beneficially owns 9,167 shares of the Common Stock of the
Company.*(2)
C. DOUGLAS MILLER has been Chief Executive Officer and President of Norrell
Corporation since October 1993. He joined Norrell Services, Inc., a subsidiary
of Norrell Corporation, in 1979, and served as President and Chief Operating
Officer of that company from 1990 to 1992. Mr. Miller serves as a director of
Norrell Corporation. Mr. Miller is 54.
G. HAROLD NORTHROP has been Vice Chairman of the Board of Trustees of the
Ida Cason Callaway Foundation, a nonprofit foundation (the "Foundation"), since
1992 and Chairman of the Executive Committee of the Board of Trustees of the
Foundation since 1991. He also has served as a Trustee of the Foundation and a
director of Callaway Gardens Resort, Inc., which operates Callaway Gardens, a
resort and convention center, since 1972. Mr. Northrop was President and Chief
Executive Officer of the Foundation from 1972 until 1991 and was President and
Chief Executive Officer of Callaway Gardens Resort, Inc. from 1972 until 1990.
Mr. Northrop has been a director of the Company since 1986. He also is a
director of SunTrust Bank of Columbus, Georgia and John H. Harland Company. Mr.
Northrop is 60. He beneficially owns 5,021 shares of the Common Stock of the
Company.*(2)
PERSON NOMINATED TO SERVE AS DIRECTORS UNTIL THE 1998 ANNUAL MEETING
THOMAS R. CARMODY has been Chairman of the Board of Directors of the
Company since April 1994 and served as Chief Executive Officer of the Company
from 1988 until December 31, 1995. He previously served as President of the
Company from 1985 until April 1994, as Executive Vice President of the Company
from 1982 until 1985 and as Chief Operating Officer of the Company from 1982
until 1988. Mr. Carmody has been employed by the Company or Curtis 1000 Inc., a
wholly-owned subsidiary of the Company, since 1955 and has been a director of
the Company since 1983. Mr. Carmody is 62. He beneficially owns 62,677 shares of
the Common Stock of the Company.*(1)
5
<PAGE> 8
ROBERT W. GUNDECK has been Chief Executive Officer of the Company since
January 1, 1996 and President of the Company since April 1994. He served as
Chief Operating Officer of the Company from 1993 until December 31, 1995. He
previously served as Executive Vice President of the Company from 1993 until
April 1994 and as Vice President of Corporate Development of the Company from
1990 until 1993. From 1988 until 1990 Mr. Gundeck was Director of Acquisitions
and Corporate Development of the Company. Mr. Gundeck has been a director of the
Company since 1993. Mr. Gundeck is 52. He beneficially owns 8,447 shares of
Common Stock of the Company.*(1)
HOLLIS L. HARRIS has been Chairman, President and Chief Executive Office of
Air Canada since January 1993. He previously served as Vice Chairman, President
and Chief Executive Officer of Air Canada from February 1992 to December 1992.
He was Chairman of the Board, President and Chief Executive Officer of
Continental Airlines, Inc. and President and Chief Executive Officer of
Continental Airlines Holdings, Inc. from 1990 until 1991. Mr. Harris served as
President and Chief Operating Officer of Delta Air Lines, Inc. from 1987 to
1990. Mr. Harris has been a director of the Company since 1988. He also is a
director of Continental Airlines, Inc. Mr. Harris is 64. He beneficially owns
730 shares of the Common Stock of the Company.*
W. STELL HUIE has been Senior Counsel to the law firm of Long, Aldridge &
Norman, general counsel to the Company, since January 1995. He previously was a
Senior Partner in Long, Aldridge & Norman from 1984 until January 1995. He has
been a practicing attorney since 1953. Mr. Huie has been a director of the
Company since 1968. Mr. Huie is 65. He beneficially owns 23,715 shares of the
Common Stock of the Company.*(1)(2)
DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING
F. DUANE ACKERMAN has been Vice Chairman and Chief Operating Officer of
BellSouth Corporation since January 1995. He previously served as President and
Chief Executive Officer of BellSouth Telecommunications, Inc. from 1992 until
1994. From 1991 until 1992 he served as President and Chief Executive Operating
Officer of BellSouth Telecommunications, Inc. and from March 1991 until November
1991 he served as its Vice Chairman and Group President. Mr. Ackerman previously
served as Vice Chairman -- Finance & Administration of BellSouth Corporation
from 1989 until 1991. Mr. Ackerman has been a director of the Company since
1993. Mr. Ackerman is a director of BellSouth Corporation, Wachovia Bank of
Georgia, N.A. and American Heritage Life Insurance Corporation. Mr. Ackerman is
53. He beneficially owns 2,509 shares of the Common Stock of the Company.*(2)
JOHN E. ADERHOLD was Chairman and Chief Executive Officer of the Rayloc
division of Genuine Parts Company, which re-manufactures and sells automobile
parts, from 1989 until his retirement in 1992. Mr. Aderhold has been a director
of the Company since 1988. He also is a director of Aaron Rents, Inc., Winter
Companies, Bankhead Enterprises, Inc., Technology Park, Inc. and Georgia World
Congress Center and is Chairman of the Board of Lanier Bank & Trust Company. Mr.
Aderhold is 70. In compliance with Company retirement policies, Mr. Aderhold's
term of office as a director of the Company will not continue after the Annual
Meeting. He beneficially owns 7,059 shares of the Common Stock of the
Company.*(2)
THOMAS F. KELLER, Ph.D. has been Dean of the Fuqua School of Business at
Duke University and R.J. Reynolds Professor of Business Administration at Duke
University since 1974. Dr. Keller is a director of Ladd Furniture, Inc., Nations
Funds, Inc., Hatteras Income Securities, Inc., Mebane Packaging Group, Mentor
Fund Series Trust, DIMON International and Wendy's International, Inc. Dr.
Keller is 64. He beneficially owns 2,659 shares of the Common Stock of the
Company.*(2)
6
<PAGE> 9
REX A. MCCLELLAND has been Senior Vice President of Corporate Services of
Delta Airlines, Inc. ("Delta") and has been President of DAL Moscow, Inc., a
wholly-owned subsidiary of Delta, since 1993. He previously served as Senior
Vice President of Administrative Services of Delta from 1992 until 1993. He was
Senior Vice President of Operations of Delta from 1987 until 1992. Mr.
McClelland also is a director of WorldSpan, Delta's customer reservations system
service provider, TransQuest Information Solutions, a travel and transportation
technology venture jointly owned by Delta and American Telephone & Telegraph
Co., and Delta-Aeroflot Travel Enterprises, which is jointly owned by Delta and
Aeroflot. Mr. McClelland is 59. He beneficially owns 600 shares of the Common
Stock of the Company.*
- ---------------
* Less than one percent of the outstanding shares of Common Stock of the
Company.
(1) With regard to Mr. Biggers, the shares shown include 4,500 shares which Mr.
Biggers may acquire upon the exercise of stock options, 15,149 shares
allocated to his account under the Profit Sharing Plan and 1,180 shares
owned by Mr. Biggers' wife as to which he disclaims any beneficial
ownership; with regard to Mr. Carmody, the shares shown include 45,347
shares owned jointly with his wife, 10,500 shares which Mr. Carmody may
acquire upon the exercise of stock options and 6,830 shares allocated to
his account under the Profit Sharing Plan; with regard to Mr. Curtis VII,
the shares shown include 1,013 shares which Mr. Curtis may acquire upon the
exercise of stock options, 1,345 shares allocated to Mr. Curtis' account
under the Profit Sharing Plan, 79,507 shares voted by him as trustee of
certain family trusts and for which he disclaims any beneficial ownership
and 21,093 shares for which he shares voting and investment power; with
regard to Mr. Gundeck, the shares shown include 7,950 shares which Mr.
Gundeck may acquire upon the exercise of stock options and 497 shares
allocated to his account under the Profit Sharing Plan; and with regard to
Mr. Huie, the shares shown include 1,180 shares owned by Mr. Huie's wife
for which Mr. Huie disclaims any beneficial ownership.
(2) With regard to each of Messrs. Ackerman, Aderhold, Dickson, Huie, Keller and
Northrop, the shares shown include 1,909 shares which such persons may
acquire upon the exercise of stock options.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the full
Board and through committees of the Board, consisting of an Executive Committee,
a Compensation and Nominating Committee and an Audit Committee. During the
fiscal year ended December 31, 1995, the Board of Directors held five meetings,
the Executive Committee held one meeting, the Compensation and Nominating
Committee held four meetings and the Audit Committee held two meetings.
Attendance at meetings of the Board and its committees as a whole averaged 93%.
Each director attended 75% or more of the aggregate of all meetings of the Board
of Directors and all committees of the Board of Directors on which he served
during such fiscal year except Messrs. Harris and McClelland.
The Executive Committee is composed of Messrs. Biggers (Chairman), Carmody,
Curtis and Gundeck. This committee, during intervals between meetings of the
Board, may exercise the powers of the Board of Directors except with regard to a
limited number of matters which include amending the Articles of Incorporation
or Bylaws of the Company, committees, filling vacancies on the Board of
Directors or any of its committees, approving or proposing to the shareholders
action that is required to be approved by the shareholders, or approving a plan
of merger that does not require shareholder approval. All actions of the
Executive Committee are submitted for review and ratification by the full Board
of Directors.
The Compensation and Nominating Committee is composed of Messrs. Aderhold
(Chairman), Ackerman, Harris and Northrop. This committee reviews the
performance of all of the Company's executive officers, recommends to the Board
the amount and form of all compensation of executive officers of the
7
<PAGE> 10
Company and recommends to the Board nominees for election to the Board of
Directors. The Compensation and Nominating Committee will consider nominees for
director recommended by shareholders if submitted to the Company in accordance
with the procedures set forth in Article III, Section 2 of the Bylaws of the
Company. See "Shareholder Proposals For 1997 Annual Meeting."
The Audit Committee is composed of Messrs. Dickson (Chairman), Huie, Keller
and McClelland. This committee is responsible for the review and evaluation of
the Company's internal controls and accounting procedures and for the review of
audit reports with the Company's independent auditors. In addition, this
committee makes recommendations to the Board of Directors concerning the
appointment of independent auditors.
DIRECTOR COMPENSATION
Nonemployee directors receive a quarterly retainer fee of $3,750 plus
$1,100 for each meeting of the Board of Directors attended. Nonemployee
directors who are members of the Executive Committee, the Compensation and
Nominating Committee or the Audit Committee receive $750 per meeting if in
attendance, and nonemployee Chairmen of these committees and the Board receive
an additional fee of $500 per committee meeting if in attendance. Directors who
are salaried employees of the Company or any of its subsidiaries do not receive
fees for their services as directors.
DEFERRED COMPENSATION PLAN FOR DIRECTORS. The Company maintains the
Deferred Compensation Plan for Directors in which all directors of the Company
are eligible to participate. If a director elects to participate, the director
may elect to defer retainer fees, meeting fees or all fees otherwise payable to
him for service on the Board of Directors. At the election of each participant,
amounts deferred under the plan prior to April 1, 1994, are treated as if
invested under either a "cash deferral program" or a "phantom stock program."
Under the cash deferral program, the deferred fees are credited with deemed
interest at a rate determined from time to time by a committee appointed by the
Board of Directors of the Company. Under the phantom stock program, the deferred
fees are treated as if applied to purchase shares of Common Stock of the
Company. A bookkeeping account is set up for the participant which is credited
with a number of "stock units" equal to the number of shares of Common Stock
that could have been purchased with the fees at the time of deferral. The number
of stock units credited to the participant is adjusted periodically to account
for dividends, stock splits and other events affecting the number of outstanding
shares, as if the stock units were actual shares of Common Stock. All amounts
deferred under the plan on or after April 1, 1994 are invested under the cash
deferral program.
Generally, a participant will receive payment of his benefit under the plan
in quarterly installments over five years, in cash, beginning after he attains
age 70 or, if later, after he retires or otherwise leaves the Board of Directors
of the Company. The amount of each cash payment is determined, in the case of
the cash deferral program, by the amount of fees deferred plus the interest
accrued thereon or, in the case of the phantom stock program, by the number of
stock units credited to the participant's account and the market value per share
of the Company's Common Stock. If a participant dies before receiving full
payment of his benefit under the plan, the remaining amount will be paid in a
lump sum, in cash, to his beneficiary.
None of the executive officers named in the Summary Compensation Table who
also are directors of the Company receive fees for services as a director and
therefore no amounts have been deferred for these individuals under the plan.
Amounts deferred and accrued pursuant to the plan for all current directors who
are not executive officers as a group totaled $209,764 for the 1995 fiscal year
of the Company.
1993 DIRECTORS STOCK INCENTIVE PLAN. The American Business Products, Inc.
1993 Directors Stock Incentive Plan (the "1993 Plan") provides for the granting
of Stock Rights (as defined below) to directors who are not otherwise
compensated employees of the Company or its subsidiaries. Nine directors
currently are
8
<PAGE> 11
eligible to participate in the 1993 Plan. The 1993 Plan is administered by those
members of the Executive Committee of the Company who are not eligible to
participate in the 1993 Plan (the "Committee"). The Committee has full authority
to, among other things, determine the terms and provisions of the instruments by
which grants of nonqualified stock options ("Options") and awards of restricted
stock ("Restricted Stock") (collectively, "Stock Rights") are evidenced.
The 1993 Plan provides that the Committee may grant Stock Rights with
respect to a maximum of 225,000 shares of Common Stock, which number has been
adjusted to reflect the 3-for-2 stock split of the Company's Common Stock
effected on June 15, 1995. Shares underlying any Option granted under the 1993
Plan that expires or terminates without having been fully exercised may be added
to the Common Stock otherwise available for grants of Stock Rights under the
1993 Plan.
An eligible director may elect to receive an Option to purchase Common
Stock of the Company in lieu of all or a portion of his director's retainer fee.
The option price of each share of Common Stock underlying an Option is one-half
of the fair market value of a share of Common Stock on the date the Option is
granted. The term of any Option granted under the 1993 Plan commences on the
date the Option is granted and expires three months following the tenth
anniversary of the date the Option is granted. Generally, no Option may be
exercised for at least 12 months after the date of grant. Upon a change of
control of the Company, however, all Options become immediately exercisable for
the full number of shares. Upon exercise of an Option, payment must be made in
full in cash or in shares of Common Stock already owned by the director or in a
combination of cash and shares. Payment must equal the option price of the
shares subject to the Option being exercised multiplied by the number of shares
being purchased. Options granted under the 1993 Plan are not assignable except
at death.
Eligible directors under the 1993 Plan will receive an award or awards of
Restricted Stock which will provide the recipient with immediate rights of
ownership in the shares of Common Stock underlying the award. Awards are subject
to conditions and restrictions as specified by the Committee. Each eligible
director will receive Restricted Stock as follows: (i) upon an eligible
director's initial election to the Board, an individual receives 200 shares of
Restricted Stock; (ii) as of the date of the annual shareholders meeting which
follows an employee director's (i.e., an ineligible director) retirement as an
employee of the Company and continuance in his role as a director (therefore
becoming an eligible director), an individual receives 200 shares of Restricted
Stock; and (iii) upon beginning any term as a director of the Company, an
individual receives 100 shares of Restricted Stock; provided, that upon the
beginning date of his eighth three-year term, an individual receives 200 shares
of Restricted Stock. No director will receive more than 1,000 shares of
Restricted Stock. Generally, a recipient of Restricted Stock will become vested
and will obtain a nonforfeitable interest in the Restricted Stock three years
after the date of grant. Recipients of awards of Restricted Stock will have the
right to vote the shares of Restricted Stock and to receive all dividends or
other distributions paid or made with respect to the Restricted Stock; however,
recipients shall not have the right to transfer, sell or assign the Restricted
Stock until the lapse of the restrictions.
The 1993 Plan became effective as of October 1, 1993 and will terminate
upon action of the Board of Directors; provided, however, that no such
termination will affect the rights of the Optionees who have outstanding Stock
Rights without the consent of such Optionees.
During the fiscal year ended December 31, 1995, the Committee granted
Options to purchase 1,682 shares of Common Stock at an option price of $8.917
per share to each of the following directors of the Company: Messrs. Ackerman,
Aderhold, Dickson, Huie, Keller and Northrop. During the fiscal year ended
December 31, 1995, the Committee awarded 100 shares of Restricted Stock to each
of Messrs. Harris and Huie, and 200 shares of Restricted Stock to Mr.
McClelland, which share numbers do not reflect the 3-for-2 stock split of the
Company's Common Stock effected on June 15, 1995.
9
<PAGE> 12
EXECUTIVE COMPENSATION
Table 1 summarizes by various categories, for the fiscal years ended
December 31, 1995, 1994 and 1993, the total compensation earned by (i) the Chief
Executive Officer of the Company and (ii) each of the four most highly
compensated executive officers of the Company who were serving as executive
officers at December 31, 1995 and whose salary and bonus for the fiscal year
ended December 31, 1995 exceeded $100,000 (collectively referred to as the
"named executive officers"). For information regarding the various factors
considered by the Compensation and Nominating Committee in recommending the
compensation of the Chief Executive Officer of the Company and, generally, the
other executive officers of the Company, see "Compensation and Nominating
Committee Report" below.
TABLE 1: SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND ---------------------------- OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) (#) ($)(3)
- ----------------------- ---- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
T. R. Carmody(4) 1995 435,000 478,500 15,000 49,129
Chairman and 1994 385,000 231,000 8,000 31,568
Chief Executive 1993 350,000 70,000 4,000 17,902
Officer
R. W. Gundeck(4)(5) 1995 295,000 295,000 32,600 32,207
President and 1994 237,500 122,500 4,000 20,805
Chief Operating 1993 175,000 38,000 2,000 16,899
Officer
Henry Curtis VII 1995 75,500 30,200 1,800 5,794
Vice President -- 1994 72,000 4,600 0 4,403
Administration 1993 67,000 4,300 900 4,015
W. C. Downer(4)(6) 1995 166,000 66,400 3,000 17,038
Vice President -- 1994 157,000 58,875 1,707 12,659
Finance and 1993 148,000 24,000 1,200 13,177
Chief Financial
Officer
R. A. LeFeber(4) 1995 121,000 48,400 2,183 11,862
Vice President -- 1994 115,000 43,125 1,000 9,193
Investor Relations 1993 109,000 15,000 1,000 9,953
and Communications
</TABLE>
- ---------------
(1) Includes before-tax contributions made to the 401(k) Plan during fiscal
1995.
(2) Reflects cash bonus awards earned during the respective fiscal years for the
achievement of performance criteria pursuant to the Annual Management
Incentive Bonus Plan. (See "Compensation and Nominating Committee
Report -- Executive Officer Compensation.")
10
<PAGE> 13
(3) All Other Compensation earned during fiscal 1995 includes the following (i)
Company contributions to the Profit Sharing Plan: Mr. Carmody -- $10,125;
Mr. Gundeck -- $10,125; Mr. Curtis -- $5,414; Mr. Downer -- $10,125; and
Mr. LeFeber -- $10,125; (ii) Company contributions to the 401(k) Plan: Mr.
Gundeck -- $750; Mr. Curtis -- $380; and Mr. Downer -- $750; (iii) premiums
paid by the Company for life insurance policies, any proceeds of which are
payable to the respective beneficiaries designated by the named executive
officers: Mr. Carmody -- $3,492; Mr. Downer -- $1,445; and Mr.
LeFeber -- $1,116; (iv) Company contributions to the American Business
Products, Inc. Executive Retirement Plan: Mr. Gundeck -- $3,330; and (v) a
special bonus paid in lieu of certain contributions to the Profit Sharing
Plan due to limitations imposed by the Internal Revenue Service: Mr.
Carmody -- $35,512; Mr. Gundeck -- $18,002; Mr. Downer -- $4,718; and Mr.
LeFeber -- $621.
All Other Compensation earned during fiscal 1994 includes the following:
(i) Company contributions to the Profit Sharing Plan: Mr.
Carmody -- $9,375; Mr. Gundeck -- $9,375; Mr. Curtis -- $4,403; Mr.
Downer -- $9,375; and Mr. LeFeber -- $8,125; (ii) premiums paid by the
Company for life insurance policies, any proceeds of which are payable to
the respective beneficiaries designated by the named executive officers;
Mr. Carmody -- $3,124; Mr. Downer -- $1,340; and Mr. LeFeber -- $1,068;
(iii) Company contributions to the American Business Products, Inc.
Executive Retirement Plan; Mr. Gundeck -- $3,330; and (iv) a special bonus
paid in lieu of certain contributions to the Profit Sharing Plan due to
limitations imposed by the Internal Revenue Service: Mr.
Carmody -- $19,069; Mr. Gundeck -- $8,100; and Mr. Downer -- $1,944.
All Other Compensation paid during fiscal 1993 includes the following: (i)
Company contributions to the Profit Sharing Plan: Mr. Carmody -- $14,744;
Mr. Gundeck -- $13,569; Mr. Curtis -- $4,015; Mr. Downer -- $11,431; and
Mr. LeFeber -- $8,431; (ii) premiums paid by the Company for life insurance
policies, any proceeds of which are payable to the respective beneficiaries
designated by the named executive officers: Mr. Carmody -- $3,158; Mr.
Downer -- $1,746; and Mr. LeFeber -- $1,522; and (iii) Company
contributions to the American Business Products, Inc. Executive Retirement
Plan: Mr. Gundeck -- $3,330.
(4) Mr. Gundeck was elected as Chief Executive Officer effective January 1,
1996, replacing Mr. Carmody who continues to serve as Chairman of the Board
of the Company.
(5) Salary includes before-tax contributions to the American Business Products,
Inc. Special Nonqualified Deferred Compensation Plan.
(6) Mr. Downer resigned as Vice President of Finance and Chief Financial Officer
effective December 31, 1995.
11
<PAGE> 14
OPTION GRANTS
Table 2 sets forth information regarding the number and terms of stock
options granted to the named executive officers during the fiscal year ended
December 31, 1995. Included in such information, in accordance with the rules
and regulations of the Commission, is the potential realizable value of each
option granted, calculated using the 5% and 10% option pricing model.
TABLE 2: OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZATION
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ------------------------------------------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE(3) 5%($) 10%($)
- --------------- --------------------- ------------ ----------- ------------------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
T. R. Carmody 15,000 9.08 18.333 6/7/05 172,946 438,279
R. W. Gundeck 12,600 7.63 18.333 6/7/05 145,272 368,148
20,000 12.11 20.750 10/9/05 260,991 661,403
H. Curtis VII 1,800 1.09 18.333 6/7/05 20,753 52,593
W. C. Downer 2,250 1.36 18.333 6/7/05 25,941 65,741
750 0.45 18.667 6/6/00 4,008 8,894
R. A. LeFeber 1,800 1.09 18.333 6/7/05 20,753 52,593
383 0.23 24.375 6/6/00 2,338 5,110
</TABLE>
- ---------------
(1) The indicated number of options were granted to the named executive officers
on June 7, 1995 pursuant to the American Business Products, Inc. 1991 Stock
Incentive Plan (the "1991 Stock Incentive Plan"). Mr. Gundeck also was
granted a stock option to purchase 20,000 shares on October 9, 1995
pursuant to the 1991 Plan. Such options vest in increments, with 25% of the
shares covered thereby becoming exercisable on the first anniversary of the
date of grant, an additional 25% of the option shares becoming exercisable
on each successive anniversary date, and full vesting occurring on the
fourth anniversary date. In addition, reload options for 750 and 383 shares
were granted to Mr. Downer on April 7, 1995 and to Mr. LeFeber on November
8, 1995, respectively, pursuant to the American Business Products, Inc.
1981 Stock Option Plan (the "1981 Stock Option Plan") and such options are
fully exercisable.
(2) The exercise price of an option may be paid in cash, by delivery of already
owned shares of Common Stock of the Company or by a combination thereof,
subject to certain conditions. To the extent that the exercise price of an
option is paid with shares of Common Stock of the Company, a reload option
may be granted to the optionee. A reload option is an option granted for
the same number of shares as is exchanged in payment of the exercise price
and is subject to all of the same terms and conditions as the original
option except for the exercise price which is determined on the basis of
the fair market value of the Common Stock of the Company on the date the
reload option is granted. One or more successive reload options may be
granted to an optionee who pays for the exercise of a reload option with
shares of Common Stock of the Company. Pursuant to the terms of the plans,
the Committee retains discretion, subject to plan limits, to modify the
terms of outstanding options and to reprice options.
(3) The options were granted for a term of 10 years, subject to earlier
termination upon occurrence of certain events related to termination of
employment or change of control of the Company; provided, however, the term
for reload options is that of the original option.
12
<PAGE> 15
OPTION EXERCISES
Table 3 sets forth the number of shares of Common Stock acquired upon the
exercise of options by the named executive officers during the fiscal year ended
December 31, 1995, including the aggregate value of gains on the date of
exercise. The table also sets forth (i) the number of shares covered by
unexercised options (both exercisable and unexercisable) as of December 31, 1995
and (ii) the respective values of "in-the-money" options, which represents the
positive spread between the exercise price of existing options and the fair
market value of the Company's Common Stock at December 31, 1995.
TABLE 3: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END VALUES
<TABLE>
<CAPTION>
FISCAL YEAR-END
---------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
EXERCISES DURING YEAR OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
------------------------------- YEAR-END(#) FISCAL YEAR-END($)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. R.
Carmody..... 6,750 48,281 10,500 28,500 77,500 188,500
R. W.
Gundeck..... 0 -- 7,950 39,050 116,720 374,650
H. Curtis
VII......... 0 -- 1,013 2,437 10,617 25,533
W. C. Downer.. 1,350 11,175 7,699 4,950 107,009 58,725
R. A.
LeFeber..... 4,045 64,166 4,433 4,050 57,905 48,175
</TABLE>
Set forth below is information regarding the Company's executive
compensation plan under which the named executive officers have vested rights to
receive future compensation in an amount exceeding $100,000 but received no
payments in 1995. Such amounts therefore are not included in the Summary
Compensation Table.
SUPPLEMENTAL RETIREMENT INCOME PLAN
The Supplemental Retirement Income Plan covers certain executives of the
Company and its subsidiaries who are designated by the Board of Directors of the
Company. Upon retirement, a vested participant generally will receive fixed
monthly cash payments for life, with guaranteed payments to the participant or
his beneficiary for a minimum of 15 years. Annual payments generally are equal
to 50% of the highest annual compensation (base salary plus bonus) paid to the
participant during the last three years in which the participant received his
annual salary prior to the reaching age 62, but amounts payable under the plan
are subject to dollar limits set by the Board for each participant. Similar
death benefits and disability benefits (with specified reductions) are payable
beginning on the date of death or disability, respectively, if the participant
dies prior to age 62 or becomes disabled. A participant is fully vested once (i)
he attains age 62; (ii) the sum of his age and years of service equals or
exceeds 75 years and he has attained at least age 60 while employed by the
Company or any of its subsidiaries; (iii) if prior to retirement he dies or
suffers total and permanent disability; (iv) if his employment is involuntarily
terminated for a reason other than cause; or (v) upon a change in control of the
Company. A participant whose employment is voluntarily terminated between the
ages of 55 and 60 is partially vested if the sum of his age and years of service
exceeds 75. A participant terminated involuntarily for a reason other than for
cause is treated as if he remains employed until
13
<PAGE> 16
his retirement (age 60 or 62, at the participant's election). Mr. Carmody is
vested in benefits of $175,000 per year under the plan, and Mr. LeFeber is
vested in benefits of $50,000 per year under the plan.
DEFERRED COMPENSATION INVESTMENT PLAN (EXECUTIVES)
The Deferred Compensation Investment Plan (Executives) covers certain key
executives of the Company and its subsidiaries as designated by the Board of
Directors of the Company. Under the plan, each participant elected to defer a
specified amount of his 1985 annual compensation to be invested in the plan. The
Company has invested the deferred funds in life insurance contracts. Under the
plan, the Company may change its investments at any time. The maximum annual
amount of benefit payable to a fully vested participant is specified in the
participant's joiner agreement with the Company but may be reduced due to
certain adverse changes in federal income tax provisions. A participant's vested
benefit will never fall below the amount of the deferral, plus interest
compounded at an annual rate of 12% (accrued to age 62).
A participant is fully vested in the amount of his benefit (i) once he
attains age 60 while actively employed by the Company or any of its
subsidiaries; (ii) if prior to retirement, once he suffers total and permanent
disability or dies; or (iii) upon a change in control of the Company. If a
participant dies before actual retirement, the participant's beneficiary will
receive equal monthly installments of the participant's benefit over a 15 year
period. If a participant dies after payments commence, his benefit will be
payable to his beneficiary for the remainder of the 15 year payment period. A
participant may elect to receive his vested benefit as early as age 60 but such
benefit will be actuarially reduced for each month that pay begins before age
62. If a participant voluntarily terminates his employment between ages 55 and
60 for reasons other than death or disability, he will receive a lump-sum
distribution equal to the amount of compensation he has deferred, plus interest
accrued at the annual compound rate of 15%. If a participant commits suicide
within two years after becoming a participant, goes into competition with the
Company or voluntarily terminates his employment before attaining age 55, he
will receive a lump-sum distribution equal to the amount of his deferral, plus
interest accrued at the annual compound rate of 12%. A participant whose
employment is involuntarily terminated for a reason other than cause will be
100% vested in his benefit, which will be payable at age 60 or 62 as if he
retired or, at his election, in a single lump-sum payment with interest accrued
at the annual compound rate of 15%. Mr. Carmody is vested in benefits of $55,800
per year under the plan, and Mr. LeFeber is vested in benefits of $41,100 per
year under the plan.
EXECUTIVE RETIREMENT PLAN
In 1992, the Company adopted the American Business Products Inc. Executive
Retirement Plan (the "Executive Plan") for the benefit of a specified group of
employees of the Company and its subsidiaries. The Executive Plan is a
nonqualified defined contribution plan that permits eligible employees to defer
compensation on an after-tax basis. The minimum annual deferral amount is
$2,500. For each period for which an employee makes a contribution, the Company
will contribute an amount equal to 45% of the employee's contribution amount
which does not exceed 2.25% of his compensation for the period. Benefits under
the Executive Plan are provided exclusively through insurance policies.
Eligible employees include those employees of the Company or its
subsidiaries who are actively employed at an open enrollment period and who have
either (i) completed one year of employment and have compensation equal to or
greater than $50,000, or (ii) completed five years of employment and have
compensation equal to or greater than $40,000. For purposes of the Executive
Plan, "compensation" generally includes taxable wages plus deferrals into Code
Section 401(k) or 125 plans. Open enrollment periods are established
periodically by the administrative committee of the Executive Plan.
14
<PAGE> 17
Each employee's contributions (and the Company's contributions on behalf of
such employee) are invested in split-dollar insurance policies issued by The
Confederation Life Insurance Company (unless the administrative committee
determines to change the insurer). The Company retains ownership of the cash
surrender value of each policy in an amount equal to the total of the Company's
contributions toward the policy. In addition, the Company retains ownership of a
portion of the death benefits of the policy equal to the lesser of the Company's
contributions plus 6% interest or the total death benefit. If an employee
terminates employment, the Company may cause the insurance company to surrender
to the Company the amount of cash surrender value retained by the Company and
then release the policy to the employee. Upon the employee's reaching age 65 or
an earlier retirement date consented to by the administrative committee, both
the Company and the employee may borrow against or withdraw from the cash
surrender value of the policy. Once the Company has withdrawn or borrowed the
amount of its retained ownership, it will release the policy to the employee.
Distributions of cash surrender value to the employee will generally be made in
monthly installments over a 15-year period. The calculation of amounts payable
will be based on the insurance company's internal crediting rate applicable to
the policy. The Executive Plan contains other specific provisions related to
hardship withdrawals, loans and distributions from the policies. Mr. Gundeck's
projected annual benefit at age 65 is $32,292 per year payable for 15 years.
COMPENSATION AND NOMINATING COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report by the Compensation and Nominating Committee (the "Compensation
Committee") of the Board of Directors discusses the Compensation Committee's
compensation objectives and policies applicable to the Company's executive
officers. The report specifically reviews the Compensation Committee's
guidelines in establishing the compensation of the Company's Chief Executive
Officer as reported in the Summary Compensation Table and generally with respect
to all executive officers. The Compensation Committee is composed entirely of
independent, nonemployee directors, whose main focus is always the enhancement
of shareholder value. During 1995, shareholders benefitted from a 92%
appreciation in the value of the Company's Common Stock.
EXECUTIVE OFFICER COMPENSATION
The Company's compensation programs for its executive officers are intended
to create a direct relationship between the level of compensation paid to
executives and the Company's current and long-term level of performance. The
Compensation Committee believes that this relationship is best implemented by
providing a compensation package consisting of separate components, all of which
are designed to enhance the Company's overall performance. These components are
base salary, short-term incentive compensation and long-term incentive
compensation.
BASE SALARIES. In setting base salaries for the executive officers, the
Compensation Committee considers survey-derived data concerning compensation
paid by other bonus-paying companies that are similar in size to the Company and
that manufacture nondurable goods. While some of the companies identified in the
stock performance graph peer group index are included in these surveys, the
Compensation Committee believes its competitors for executive talent are also
found outside of that group. As a matter of policy, base salaries are targeted
at the 50th percentile of comparable companies. These targeted base salary
levels provide the Compensation Committee a reference of competitive pay while
allowing the Compensation Committee to approve base salaries slightly above or
below the survey-derived pay on the basis of individual experience, performance
and responsibilities. The performance of the executive officers is determined by
the Chief Executive Officer's evaluation of how well each executive officer has
fulfilled his responsibilities, taking into
15
<PAGE> 18
account actual performance as compared to the financial goals established for
the Company and other goals established for his area of responsibility. The
Compensation Committee annually reviews the survey methodology and approves the
targeted base salary levels for the executive officers. These pay levels are
then used by the Chief Executive Officer in recommending base salaries for those
executives reporting directly to him. These recommendations are considered by
the Compensation Committee as it sets the base salaries for the executive
officers.
SHORT-TERM INCENTIVE COMPENSATION. Under the Company's Annual Management
Incentive Bonus Plan (the "Bonus Plan"), the Company's executive officers and
other key employees have the opportunity to earn annual performance bonuses. A
threshold return of 9% on shareholders' equity must be achieved before any
bonuses are earned regardless of individual or business unit performance.
The bonuses paid for 1995 were based on the following factors: Company
sales revenues of $633,955,000; income of $25,505,000; and attainment of
predetermined individual goals. These financial measures accounted for
approximately 80% of an executive's bonus, and the achievement of individual
goals accounted for the remainder.
In the Bonus Plan for 1995, the Compensation Committee modified the Plan to
significantly reduce the level of award opportunity at the Plan's "Improvement"
(i.e., threshold) level of performance from the prior range of 12.5% to 20% of
salary for various levels of participants to 5% of salary for all participants,
to make a small adjustment in the award opportunity at the "Target" level of
performance from the prior range of 20% to 40% for various levels of
participants to a new range of 25% to 50% for those same levels of participants;
and to increase both the required level of performance necessary to achieve the
"Maximum" level of award opportunity and the associated award opportunities from
the prior range of 37.5% to 60% for various levels of participants to a new
range of 40% to 100% for those same levels of participants.
The annual performance goals for the Company and each executive officer are
recommended at the beginning of the fiscal year by the Chief Executive Officer
and approved by the Compensation Committee. If performance goals are met or
exceeded, the President could earn from 5% to 90% of base salary. The other
executives reporting to the Chief Executive Officer could earn from 5% to 40% of
base salary. Furthermore, the Compensation Committee has the discretion to
increase the bonus amounts beyond the maximum range based on their determination
of an individual's special contribution. Actual awards to all executive officers
(except the Chief Executive Officer) in 1995 averaged 58.3% of base salary and
are reflected in "Executive Compensation -- Table 1: Summary Compensation Table"
for the named executive officers.
Additionally, certain executive officers receive special bonuses in lieu of
the contributions to the Profit Sharing Plan which would have been made but for
limitations imposed by the Internal Revenue Service on the amount of earnings
that may be considered for contributions. The special bonuses for these
executive officers (excluding the Chief Executive Officer) totalled $23,342 for
1995 and are reflected in "Executive Compensation -- Table 1: Summary
Compensation Table" for the named executive officers.
LONG-TERM INCENTIVE COMPENSATION. The Company's long-term incentive
compensation plan is based on the Company's 1981 Stock Option Plan and the 1991
Stock Incentive Plan. These plans promote ownership of the Company's Common
Stock which, in turn, provides a common interest between the shareholders and
executive officers of the Company. In establishing a long-term incentive
compensation plan, the Compensation Committee concluded that target incentive
compensation opportunities (in the form of stock option grants) should be
established and that compensation paid under such stock option plan should be
directly linked to the performance of the Company (as reflected by increases in
the price of its Common Stock) and the contribution of the individual thereto.
16
<PAGE> 19
Options usually are granted annually, have an exercise price equal to the
fair market value of the shares on the date of grant and, to encourage a
long-term perspective, have an exercise period of ten years. The number of
options granted to executive officers is based on a review of grant levels at
comparable companies by the Compensation Committee, which is charged with
administering the option plans. Stock options granted to the named executive
officers during the fiscal year ended December 31, 1995 and year-end option
values are reflected in "Executive Compensation -- Table 2: Option Grants in
Last Fiscal Year" and "Executive Compensation -- Table 3: Aggregate Option
Exercises in Last Fiscal Year and Fiscal Year-End Option Values."
Additionally, the 1991 Stock Incentive Plan provides for the grant of
restricted stock awards to key employees at the discretion of the Compensation
Committee, either in recognition of extraordinary performance or as a result of
the achievement of preestablished performance goals for periods of at least
three years. No grants of restricted stock were made to executive officers
during 1995.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of the Company's Chief Executive Officer is consistent
with the compensation philosophy of the Company and is targeted at the 50th
percentile of comparable companies. In determining the size of the base salary
component of Mr. Carmody's compensation, the Compensation Committee considers
competitive industry pay practices, the Company's performance and Mr. Carmody's
contribution to that performance. On the basis of the marketplace review and Mr.
Carmody's performance in 1995, the Compensation Committee approved a base salary
increase for Mr. Carmody of 13% for fiscal 1995, thereby increasing his base
salary to $435,000.
In addition to his base salary, Mr. Carmody is eligible to receive annual
incentive compensation pursuant to the Bonus Plan. Annual goals for Mr. Carmody
are established by the Compensation Committee at the beginning of each fiscal
year and are based on the same factors considered for all other executive
officers. The annual bonus award has a significant effect on Mr. Carmody's total
annual compensation. In fiscal 1995, the Company once again achieved record
sales and earnings that far exceeded the goals set at the beginning of the
fiscal year. Accordingly, for fiscal 1995, Mr. Carmody received a cash bonus
award equal to 110% of his base salary. (See "Executive Compensation -- Table 1:
Summary Compensation Table." Mr. Carmody's annual bonus award reflects the
Company's excellent results in fiscal 1995 under Mr. Carmody's strong
leadership.
Mr. Carmody also received a special bonus of $35,512 in lieu of the
contributions to the Profit Sharing Plan which would have been made but for
limitations imposed by the Internal Revenue Service on the amount of earnings
that may be considered for contributions.
Mr. Carmody also is entitled to receive long-term incentive compensation
pursuant to the 1981 Stock Option Plan and the 1991 Stock Incentive Plan. The
Compensation Committee, in its sole discretion, determines the amount of any
award to be granted to Mr. Carmody. For fiscal 1995, Mr. Carmody was granted a
stock option pursuant to the 1991 Stock Incentive Plan to purchase 10,000 shares
of Common Stock of the Company, which option is exercisable for 15,000 shares
after adjustment for the Company's 3-for-2 stock split declared in 1995. The
amount of the grant was based on a compensation study regarding comparable
companies in the industry. (See "Executive Compensation -- Table 1: Summary
Compensation Table" and "Executive Compensation -- Table 2: Option Grants in
Last Fiscal Year.")
The Compensation Committee believes the total compensation program for Mr.
Carmody is competitive with that provided by comparable companies, is
commensurate with the responsibilities of his office and reflects both the
Company's performance and his personal contributions to the Company's
performance.
17
<PAGE> 20
OMNIBUS BUDGET RECONCILIATION ACT OF 1993 IMPLICATIONS FOR EXECUTIVE
COMPENSATION
It is the responsibility of the Compensation Committee to address the
issues raised by the recent change in the tax laws which made certain
non-performance-based compensation in excess of $1,000,000 to executives of
public companies nondeductible to these companies beginning in 1995. In this
regard, the Compensation Committee must determine whether any actions with
respect to this new limit should be taken by the Company. Given the Company's
current level of executive compensation, it is not now necessary to consider
this issue. The Compensation Committee will continue to monitor this situation
and will take appropriate action if it is warranted in the future.
Compensation and Nominating Committee: John E. Aderhold (Chairman), F.
Duane Ackerman, Hollis L. Harris and G. Harold Northrop.
CERTAIN TRANSACTIONS
Pursuant to the terms of a promissory note dated September 1, 1995 and
amended as of February 23, 1996, the Company extended a bridge loan of $272,000
to Richard G. Smith, who was appointed Vice President of Finance and Chief
Financial Officer of the Company effective January 1, 1996. The bridge loan was
made in connection with Mr. Smith's employment by the Company and the transfer
of Mr. Smith to Atlanta. The loan matures on August 31, 1996 or upon the seventh
day following the sale of Mr. Smith's former residence, whichever occurs first.
Interest began to accrue on the unpaid principal as of March 1, 1996 at a rate
of 8% annually. As of March 1, 1996, $225,000 was outstanding under the note.
18
<PAGE> 21
STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
on the Common Stock of the Company with the cumulative total return of companies
in the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index")
and in a peer group index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, THE S&P 500 INDEX AND A PEER GROUP INDEX
<TABLE>
<CAPTION>
AMERICAN
BUSINESS
MEASUREMENT PERIOD PRODUCTS, S&P 500
(FISCAL YEAR COVERED) INC. INDEX PEER GROUP
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 213 130 118
12/31/92 223 140 118
12/31/93 207 155 149
12/31/94 191 157 148
12/31/95 378 215 194
</TABLE>
Assumes $100 invested on December 31, 1990 in the Company's Common Stock, the
S&P 500 Index, and the peer group index and also assumes dividend reinvestment.
The peer group index is composed of the following companies: Duplex Products
Inc., Ennis Business Forms, Inc., Moore Corporation Limited, New England
Business Service, Inc., The Reynolds and Reynolds Company, The Standard Register
Company and Wallace Computer Services, Inc.
19
<PAGE> 22
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Commission thereunder require the Company's executive officers and directors and
persons who own more than ten percent of the Company's Common Stock, as well as
certain affiliates of such persons, to file initial reports of ownership and
changes in ownership with the Commission and the Exchange. Executive officers,
directors and persons owning more than ten percent of the Company's Common Stock
are required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of such
forms received by it and written representations that no other report were
required for those persons, the Company believes that, during the fiscal year
ended December 31, 1995, all filing requirements applicable to its executive
officers, directors, and owners of more than ten percent of the Company's Common
Stock were complied with.
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP to
continue as independent auditors of the Company for the fiscal year ending
December 31, 1996 and has directed that such appointment be submitted to the
shareholders of the Company for ratification at the Annual Meeting. Deloitte &
Touche LLP (or its predecessor) has served as independent auditors of the
Company since 1969 and is considered by management of the Company to be well
qualified. If the shareholders do not ratify the appointment of Deloitte &
Touche LLP, the Board of Directors will reconsider the appointment.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals and director nominations intended to be presented at
the 1997 Annual Meeting of Shareholders of the Company must be submitted to the
Company in accordance with the procedures set forth in Article II, Section 1 and
Article III, Section 2, respectively, of the Bylaws of the Company. The effect
of these provisions is that shareholders must submit such proposals and
nominations in writing to the Company on or before November 19, 1996 in order
for such matters to be included in the Company's proxy materials for, and voted
upon at, the 1997 Annual Meeting. All such proposals and nominations should be
submitted on or before such date by certified mail, return receipt requested, to
the Secretary of the Company at 2100 RiverEdge Parkway, Suite 1200, Atlanta,
Georgia 30328 (P.O. Box 105684, Atlanta, Georgia 30348).
20
<PAGE> 23
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Shareholders which
properly may come before the Annual Meeting. However, if any other matter should
be presented properly for consideration and voting at the Annual Meeting or any
adjournments thereof, it is the intention of the persons named as proxies on the
enclosed proxy card(s) to vote the shares represented by all valid proxy cards
in accordance with their judgment of what is in the best interests of the
Company.
By Order of the Board of Directors
/s/ Dawn M. Gray
DAWN M. GRAY
Secretary
Atlanta, Georgia
March 18, 1996
---------------------
The Company's 1995 Annual Report, which includes audited financial
statements, has been mailed to shareholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies.
21
<PAGE> 24
APPENDIX A
REVOCABLE PROXY AMERICAN BUSINESS PRODUCTS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints W. Stell Huie and Robert W. Gundeck, and each
of them, proxies, with full powers of substitution, to act for and in the name
of the undersigned to vote all shares of Common Stock of American Business
Products, Inc. (the "Company") which the undersigned is entitled to vote at the
1996 Annual Meeting of Shareholders, to be held at The Cobb Galleria Centre, Two
Galleria Parkway, Atlanta, Georgia, on Wednesday, April 24, 1996 at 11:00 a.m.,
Atlanta time, and at any and all adjournments thereof , as indicated below.
Receipt of the Notice of Meeting and the accompanying Proxy Statement hereby is
acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. The election as directors of the four nominees listed below to serve until
the 1999 Annual Meeting of Shareholders and until their respective successors
are elected and qualified.
<TABLE>
<S> <C> <C> <C>
/ / FOR ALL nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below). all nominees listed below.
</TABLE>
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
W. JOSEPH BIGGERS, HENRY CURTIS VII, C. DOUGLAS MILLER AND G. HAROLD NORTHROP
2. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the 1996 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any adjournments
thereof.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
(Continued, and to be signed and dated on the reverse side)
(Continued from the other side)
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE REVERSE
SIDE OF THIS PROXY CARD. If any other business is properly presented at the
Annual Meeting, this proxy card will be voted by the proxies in their best
judgment. At the present time, the Board of Directors knows of no other business
to be presented to a vote of the shareholders at the Annual Meeting.
If the undersigned elects to withdraw this proxy card on or before the time
of the Annual Meeting or any adjournments thereof by notifying the Secretary of
the Company in writing at or prior to the Annual Meeting of the decision of the
undersigned to withdraw this proxy card, then the power of said proxies shall be
deemed terminated and of no further force and effect. The undersigned may
withdraw this proxy card in the manner described above, or by submitting a duly
executed and later dated proxy card to the Secretary, or by appearing and voting
in person at the Annual Meeting all shares of Common Stock of the Company owned
by this undersigned as of the record date (March 5, 1996).
Please mark, date and sign
exactly as your name appears on
the proxy card. When shares are
held jointly, both holders
should sign. When signing as
attorney, executor,
administrator, trustee,
custodian or guardian, please
give your full title, if the
holder is a corporation or
partnership, the full corporate
or partnership name should be
signed by a duly authorized
officer.
Date: ,1996
---------------------
------------------------------
Signature
------------------------------
Signature, if shares held
jointly
<PAGE> 25
APPENDIX B
REVOCABLE PROXY AMERICAN BUSINESS PRODUCTS, INC.
EMPLOYEE SAVINGS PLAN AND PROFIT SHARING RETIREMENT PLAN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1996 ANNUAL MEETING OF
SHAREHOLDERS
PURSUANT TO THE TERMS OF THE AMERICAN BUSINESS PRODUCTS, INC. EMPLOYEE
SAVINGS PLAN (THE "SAVINGS PLAN") AND THE AMERICAN BUSINESS PRODUCTS, INC.
PROFIT SHARING RETIREMENT PLAN (THE "PROFIT SHARING PLAN"), THE SHARES OF COMMON
STOCK TO WHICH THIS PROXY CARD RELATES MAY NOT BE VOTED IN PERSON AT THE ANNUAL
MEETING.
The undersigned hereby appoints Robert G. Baker, Thomas R. Carmody, Henry
Curtis VII and Robert W. Gundeck (as the Trustees of the Savings Plan and the
Profit Sharing Plan), and each of them, proxies, with full powers of
substitution, to act for and in the name of the undersigned to vote all shares
of Common Stock of American Business Products, Inc. (the "Company") attributable
to the undersigned's account pursuant to the Savings Plan and/or Profit Sharing
Plan which the undersigned is entitled to vote in connection with the 1996
Annual Meeting of Shareholders, to be held on Wednesday, April 24, 1996 at 11:00
a.m., Atlanta time, and at any and all adjournments thereof , as indicated
below. Receipt of the Notice of Meeting and the accompanying Proxy Statement
hereby is acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
1. The election as directors of the four nominees listed below to serve until
the 1999 Annual Meeting of Shareholders and until their respective successors
are elected and qualified.
<TABLE>
<S> <C> <C> <C>
/ / FOR ALL nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below). all nominees listed below.
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
W. JOSEPH BIGGERS, HENRY CURTIS VII, C. DOUGLAS MILLER AND G. HAROLD NORTHROP
2. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the 1996 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any adjournments
thereof.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
(Continued, and to be signed and dated on the reverse side)
(Continued from the other side)
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED WITH REGARD TO THE PROPOSALS LISTED ON THE REVERSE
SIDE HEREOF IN ACCORDANCE WITH THE TERMS OF THE SAVINGS PLAN AND THE PROFIT
SHARING PLAN AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. If any
other business is properly presented at the Annual Meeting, this proxy card will
be voted by the proxies in their best judgment as Trustees of the Plans. At the
present time, the Board of Directors knows of no other business to be presented
to a vote of the shareholders at the Annual Meeting.
If the undersigned elects to withdraw this proxy card on or before the time
of the Annual Meeting or any adjournments thereof and notifies the Trustees at
or prior to the Annual Meeting of the decision of the undersigned to withdraw
this proxy card, then the power of said proxies shall be deemed terminated and
of no further force and effect. The undersigned may withdraw this proxy card in
the manner described above or by submitting to the Trustee a duly executed and
later dated proxy card.
Please mark, date and sign
exactly as your name appears on
the proxy card. When shares are
held jointly, both holders
should sign. When signing as
attorney, executor,
administrator, trustee,
custodian or guardian, please
give your full title, if the
holder is a corporation or
partnership, the full corporate
or partnership name should be
signed by a duly authorized
officer.
Date: , 1996
------------------------
------------------------------------
Signature
------------------------------------
Signature, if shares held
jointly
