<PAGE> 1
SCHEDULE 14A
(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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
AMERICAN BUSINESS PRODUCTS, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
(ABP 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 23, 1997
NOTICE HEREBY IS GIVEN that the 1997 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 23,
1997 at 11:00 a.m., Atlanta time, for the purpose of considering and voting
upon:
1. A proposal to elect three directors of the Company.
2. A proposal to approve an amendment to the Company's Bylaws to
provide indemnification of the Company's directors and officers to the
fullest extent permitted under the laws of the State of Georgia.
3. A proposal to ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending December 31,
1997.
4. 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 4,
1997 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 25, 1997
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE,
EXECUTE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PREPAID
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 23, 1997
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 1997 Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournments thereof. The Annual
Meeting will be held on Wednesday, April 23, 1997 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 25, 1997.
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 (the "Common Stock"),
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 4, 1997. On
the record date, 16,408,617 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 provide indemnification to the
Company's directors and officers to the fullest extent permitted under the laws
of the State of Georgia (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 is a majority of the votes
entitled to be cast; provided, however, that shares owned or voted under the
control of a director who at the time of the vote does not qualify as a
<PAGE> 4
disinterested director(1) with respect to any existing or threatened proceeding
that would be covered by the authorization may not be voted on the
authorization. Under Georgia law, abstentions will have the same effect as a
vote against the proposal.
In voting with regard to the proposal to ratify the appointment of
independent auditors (Proposal 3), shareholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposal 3 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 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 NOMINEES AND 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 Annual 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 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 "Employee Savings Plan"). These proxy cards appoint the respective
Trustees for the Profit Sharing Plan and the Employee Savings Plan to vote the
shares held for the accounts of the participants or their
- ---------------
(1) Under Georgia law, "disinterested director" means a director who at the time
of a vote is not (a) a party to the proceeding or (b) an individual who is a
party to a proceeding having a familial, financial, professional or
employment relationship with another director whose indemnification or
advance for expenses would be covered by the authorization, which
relationship would, in the circumstances, reasonably be expected to exert an
influence on the director's judgment when voting on the authorization.
2
<PAGE> 5
beneficiaries in the Profit Sharing Plan and the Employee Savings 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 EMPLOYEE SAVINGS PLAN
OR A PROXY CARD IS RECEIVED WITHOUT INSTRUCTIONS FOR VOTING, THE TRUSTEES OF THE
EMPLOYEE SAVINGS 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 EMPLOYEE SAVINGS PLAN WHO PROPERLY EXECUTED AND DELIVERED
PROXY CARDS TO THE TRUSTEES.
Any Profit Sharing Plan or Employee Savings 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 Employee Savings
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.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of December 31, 1996
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.............................. 3,692,112(2) 22.5%
Lonnie C. Baxter........................................... 281,744(2)(3) 1.7
American Business Products, Inc.
Profit Sharing Retirement Plan........................... 1,213,770(4) 7.4
R.W. Gundeck............................................... 19,342(5) *
T. R. Carmody.............................................. 91,355(5) *
Richard G. Smith........................................... 0 *
R. A. LeFeber.............................................. 17,581(5) *
M.C. Deniken............................................... 1,182(5) *
All directors and executive officers of the Company as a
group (16 persons)....................................... 501,854(6) 3.0%
</TABLE>
- ---------------
* Represents less than one percent of the outstanding shares of Common Stock
of the Company.
3
<PAGE> 6
(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) Curtis Investment Company, LP ("CIC") is a limited partnership of which Ms.
Lonnie C. 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%. Therefore, Ms. Baxter is deemed to be the indirect
beneficial owner of the 3,692,112 shares owned by CIC. The address of CIC
is 2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328.
(3) The shares shown include 132,990 shares owned by Lonnie C. Baxter; 157
shares allocated to the account of Ms. Baxter under the Profit Sharing
Plan; 6 shares allocated to the account of Ms. Baxter under the Employee
Savings Plan; 83,556 shares that Ms. Baxter votes as trustee of certain
family trusts or as custodian for certain 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. The shares shown do not include
3,692,112 shares owned by CIC of which Ms. Baxter is deemed to be the
indirect beneficial owner as described in footnote (2). Ms. Baxter is the
sister of Henry Curtis VII, a current director and the Vice President of
Administration of the Company. Ms. Baxter's address is 2100 RiverEdge
Parkway, Suite 1200, Atlanta, Georgia 30328.
(4) The Profit Sharing Plan directs that the Stock Bonus Accounts, and all
undistributed income accruing thereon, held in the Trust Fund established
under the Plan be invested by the Trustees primarily in shares of the
Company's Common Stock. The participants have no power to direct the
investment of the Stock Bonus Accounts. Therefore, the Trustees of the Plan
are deemed to have investment power with respect to the shares held by the
Plan. As a result, the Plan is deemed to be the beneficial owner of the
shares held by it and each of the Trustees is deemed to be the indirect
beneficial owner of the shares held by the Plan. The Trustees of the Plan
are R. W. Gundeck, T. R. Carmody, Henry Curtis VII and Robert G. Baker. The
address of the Plan is 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia
30328.
(5) With regard to the beneficial ownership of shares of Common Stock by Messrs.
Gundeck and Carmody, see Note (1) on page 7 hereof; with regard to Mr.
LeFeber, the shares shown include 4,046 shares owned jointly with his wife,
6,008 shares which Mr. LeFeber may acquire upon the exercise of stock
options, 5,527 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; and with regard to Mr. Deniken, the shares shown
include 1,167 shares allocated to his account under the Profit Sharing Plan
and 15 shares allocated to his account under the Employee Savings Plan.
(6) The shares shown include 80,670 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;
57,193 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; and 33,086 shares
4
<PAGE> 7
allocated to the accounts of the directors and executive officers under the
Profit Sharing Plan and 78 shares allocated to executive officers under the
Employee Savings Plan. The shares shown do not include 1,180,684 shares for
which Messrs. Gundeck, Carmody and Curtis share investment power as three
of the four co-trustees of the Profit Sharing Plan and for which they
disclaim beneficial ownership.
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 Articles of Incorporation of the Company further 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 or until their successors are
elected and qualified.
Mr. Rex A. McClelland, whose term expires at the Annual Meeting, has
decided not to stand for reelection. As a result, at its December 11, 1996
meeting, the Board reduced the number of Directors to 11 and the class of
Directors to serve until the 2000 Annual Meeting to three.
The Board of Directors has nominated F. Duane Ackerman, Thomas F. Keller
and Daniel W. McGlaughlin to stand for election as directors at the Annual
Meeting. Each of them presently is a member of the Board of Directors whose term
is scheduled to expire at the Annual Meeting. Each nominee has consented to
serve as a director if elected. If elected by the shareholders, Messrs. F. Duane
Ackerman, Thomas F. Keller and Daniel W. McGlaughlin will serve a three-year
term which will expire at the time of the 2000 Annual Meeting of Shareholders or
at the time their successors are elected and qualified.
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 F. DUANE ACKERMAN, THOMAS F. KELLER AND DANIEL W.
MCGLAUGHLIN AS DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 2000 ANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES AND DIRECTORS
Set forth below is certain information as of December 31, 1996 regarding
the three nominees for director and all current directors whose terms of office
will continue after the Annual Meeting.
PERSONS NOMINATED TO SERVE AS DIRECTORS UNTIL THE 2000 ANNUAL MEETING
F. DUANE ACKERMAN was elected President and Chief Executive Officer of
BellSouth Corporation effective January 1, 1997. He previously served as Vice
Chairman and Chief Operating Officer of BellSouth Corporation from January 1995
until December 1996. He 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
5
<PAGE> 8
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 also a director of BellSouth Corporation,
Wachovia Bank of Georgia, N.A. and American Heritage Life Insurance Corporation.
Mr. Ackerman is 54. He beneficially owns 4,191 shares of the Common Stock of the
Company.*(2)
THOMAS F. KELLER, Ph.D. has been R.J. Reynolds Professor of Business
Administration at Duke University since 1974 and served as Dean of the Fuqua
School of Business at Duke University from 1974 until his retirement on June 30,
1996. Mr. Keller has been a director of the Company since 1992. Dr. Keller is
also a director of Ladd Furniture, Inc., Nations Funds, Inc., Nations Fund
Portfolios, Inc., Nations Government Income Term Trust 2003, Inc., Nations
Government Income Term Trust 2004, Inc., Nations Balanced Target Maturity Fund,
Inc., Hatteras Income Securities, Inc., Mebane Packaging Group, Mentor Fund
Series Trust, Mentor Growth Fund, Cambridge Trust, DIMON International, Wendy's
International, Inc., and Biogen, Inc. and a trustee of Nations Institutional
Reserves and Nations Fund Trust. Dr. Keller is 65. He beneficially owns 4,341
shares of the Common Stock of the Company.*(2)
DANIEL W. McGLAUGHLIN has been President and Chief Executive Officer of
Equifax, Inc. since January 1, 1996 and has served as a director of Equifax
since 1990. He joined Equifax in August 1989 as Senior Vice President,
Information Technology and served as Executive Vice President from January 1991
to December 1992, and as President and Chief Operating Officer from January 1993
to December 1995. Mr. McGlaughlin is Chairman of The Georgia Industrial
Fellowships for Teachers and Chairman of the Board of Trustees of the Atlanta
Botanical Gardens. Mr. McGlaughlin has been a director of the Company since July
1996. Mr. McGlaughlin is also a director of Wachovia Corporation of Georgia and
its subsidiary Wachovia Bank of Georgia, N.A., and the Atlanta United Way. Mr.
McGlaughlin is 60. He beneficially owns 200 shares of the Common Stock of the
Company.*
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 89,500 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 48.
He beneficially owns 233,390 shares (1.4%) of Common Stock of the Company.(1)
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 has been a director of the Company since April
24, 1996. Mr. Miller is 55. He beneficially owns 200 shares of the Common Stock
of the Company.*(1)
6
<PAGE> 9
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 61. He beneficially owns 6,803 shares of the Common Stock of the
Company.*(2)
DIRECTORS TO SERVE 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 was employed by the Company or Curtis 1000 Inc., a
wholly-owned subsidiary of the Company, from 1955 until his retirement on June
30, 1996. He has been a director of the Company since 1983. Mr. Carmody is 63.
He beneficially owns 91,355 shares of the Common Stock of the Company.*(1)
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 53. He beneficially owns 19,342 shares of
Common Stock of the Company.*(1)
HOLLIS L. HARRIS served as Chairman, President and Chief Executive Officer
of Air Canada from January 1993 until his retirement on August 1, 1996. 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. Mr. Harris is 65. 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 LLP, general counsel to the Company, since January 1995. He previously
was a Senior Partner in Long Aldridge Norman LLP 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 66. He beneficially owns 25,397 shares of
the Common Stock of the Company.*(1)(2)
- ---------------
* 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, 15,545 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 51,347
shares owned jointly with his wife, 33,000 shares which
7
<PAGE> 10
Mr. Carmody may acquire upon the exercise of stock options, and 7,008
shares allocated to his account under the Profit Sharing Plan and do not
include 1,206,762 shares for which he shares investment power as co-trustee
of the Profit Sharing Plan and for which he disclaims any beneficial
ownership; with regard to Mr. Curtis, the shares shown include 1,875 shares
which Mr. Curtis may acquire upon the exercise of stock options, 1,380
shares allocated to Mr. Curtis' account under the Profit Sharing Plan, 16
shares allocated to Mr. Curtis' account under the Employee Savings 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 as co-trustee of a family trust and for
which he disclaims any beneficial ownership and do not include 1,212,390
shares for which he shares investment power as co-trustee of the Profit
Sharing Plan and for which he disclaims any beneficial ownership; with
regard to Mr. Gundeck, the shares shown include 1,800 shares owned jointly
with his wife, 17,000 shares which Mr. Gundeck may acquire upon the
exercise of stock options, 510 shares allocated to his account under the
Profit Sharing Plan, and 32 shares allocated to his account under the
Employee Savings Plan and do not include 1,213,260 shares for which he
shares investment power as co-trustee of the Profit Sharing Plan and for
which he disclaims any beneficial ownership; 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, Huie, Keller and Northrop, the
shares shown include 3,591 shares which he 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 (the "Compensation Committee"), an Audit
Committee and a Director Affairs Committee. During the fiscal year ended
December 31, 1996, the Board of Directors held five meetings, the Executive
Committee held one meeting, the Compensation and Nominating Committee held three
meetings, the Audit Committee held three meetings and the Director Affairs
Committee held two meetings. Attendance at meetings of the Board and its
committees as a whole averaged 98%. 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 of which he was a member held during the period in the
Company's 1996 fiscal year during which he served.
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, forming, appointing initial members of or delegating
responsibility to committees of the Board, 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. The Executive Committee is
also responsible for reviewing and advising the full Board on management
succession issues, including making recommendations to the full Board with
respect to selection of a new Chief Executive Officer and making recommendations
to the Board with respect to director compensation. 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. Northrop
(Chairman), Ackerman, Harris and Miller. This committee is responsible for
evaluating the performance of the Company's Chief Executive Officer in the
course of approving his salary, bonus and long-term incentives. The committee is
responsible for setting annual and long-term performance goals for the Chief
Executive Officer and for
8
<PAGE> 11
evaluating his performance against such goals. The committee reviews the
performance of all of the other executive officers of the Company, recommends to
the Board the amount and form of all compensation of executive officers of the
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. Keller (Chairman), Huie,
McClelland and McGlaughlin. 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.
The Director Affairs Committee is composed of Messrs. Northrop (Chairman),
Ackerman, Harris and Miller. This committee is responsible for reviewing, at
least annually, the effectiveness of the Board of Directors as a whole,
including its corporate governance policies and practices, as well as the
performance of each incumbent director, and reporting to the Board the results
of its analysis and any recommendations. The Director Affairs Committee is also
responsible for reviewing with the Board on an annual basis the appropriate
skills and characteristics, including age and diversity required of Board
members in the context of the current make-up of the Board. The committee will
also conduct an annual assessment of Board performance and discuss its findings
with the full Board.
DIRECTOR COMPENSATION
Nonemployee directors receive a quarterly retainer fee of $3,750 plus
$1,100 for each meeting of the Board of Directors attended, and a nonemployee
Chairman of the Board receives an additional fee of $500 for each meeting of the
Board of Directors attended. In addition, under the American Business Products,
Inc. 1993 Directors Stock Incentive Plan, effective as of October 1, 1993, and
as amended December 11, 1996 (the "1993 Plan"), described below, as of the date
of the annual shareholders meeting at the beginning of each year for which a
nonemployee director is reelected or continues to serve as a director, he will
receive a grant of 100 shares of restricted stock ("Restricted Stock").
Nonemployee directors who are members of the Executive Committee, the
Compensation and Nominating Committee, the Audit Committee or the Director
Affairs Committee receive $750 for each committee meeting attended, and
nonemployee Chairmen of these committees receive an additional fee of $500 for
each committee meeting attended. Directors who are salaried employees of the
Company or any of its subsidiaries do not receive fees for their services as
directors. The Company also maintains two additional plans for directors: a
deferred compensation plan, known as the "Deferred Compensation Plan", and
another plan, in the nature of a retirement plan, known as the "Deferred
Compensation Investment Plan (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
9
<PAGE> 12
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 current executive officers of the Company 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. Mr. Carmody received no fees for his service as a
director prior to his retirement from employment with the Company on June 30,
1996; thereafter, he received fees for his services as a nonemployee director
and Chairman of the Board. For the 1996 fiscal year $62,535, representing deemed
interest at the rate of 10.56%, was credited pursuant to the cash deferral
program under the plan and 208.67 stock units representing dividends on phantom
stock units, were credited pursuant to the phantom stock program under the plan
for the benefit of all current nonemployee directors participating in the plan
as a group.
Deferred Compensation Investment Plan (Directors). The Deferred
Compensation Investment Plan (Directors) covers certain directors of the Company
designated by the Board of Directors of the Company. Under the plan, each
participant elected to defer some or all of his 1985 annual compensation for
services as a director 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 investment 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%.
A participant is fully vested in the amount of his benefit (i) if he
remains on the Board to age 60, (ii) if prior to retirement he suffers total and
permanent disability or dies, or (iii) upon a change in control of the Company.
Upon retirement or other termination of service as a director after attaining
age 60, a participant (or his beneficiary if he dies) generally will receive
equal monthly payments, beginning at the later of age 70 or retirement, for a
period of ten years. If a participant dies before retirement, the participant's
beneficiary will receive equal monthly installments of the participant's benefit
over a ten-year period. If a participant dies after payments commence, his
benefit will be payable to his beneficiary for the remainder of the ten-year
payment period. If a participant terminates his service on the Board prior to
attaining age 60 for reasons other than death or disability or commits suicide
within two years after becoming a participant, he or his beneficiary will
receive a lump-sum payment of the amount of compensation he has deferred, plus
interest compounded at an annual rate of 12%.
In fiscal 1996, no amounts were paid under the plan to any current
director; no amounts were deferred by any current director, and the Company
incurred expense of $ for all current and retired directors who
participate in this plan.
10
<PAGE> 13
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. Ten directors
currently are 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 (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. 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 and no option will be
exercisable unless the optionee has been a director of the Company since the
date of grant and is a director on the date of exercise. Upon a change of
control of the Company, however, all Options become immediately exercisable for
the full number of shares subject to the Option. 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) at the beginning of each year for which an eligible director is
reelected or continues to serve as a director of the Company, an individual
receives 100 shares of Restricted Stock. No director will receive more than
2,000 shares of Restricted Stock. Generally, a recipient of Restricted Stock
granted prior to January 1, 1997, will become vested and will obtain a
nonforfeitable interest in the Restricted Stock three years after the date of
grant. A recipient's interest in Restricted Stock granted after January 1, 1997
generally will become vested and nonforfeitable one year after the date of
grant. The three-year or one-year period, as the case may be, will be waived and
the recipient will be fully vested in the Restricted Stock in the event of the
disability, retirement, or death of the recipient or his ceasing to serve as
director for any reason. 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 Board of Directors may terminate the 1993 Plan in whole or in part in
the event the Board determines that the 1993 Plan is not in the best interest of
the Company or its shareholders for any reason.
11
<PAGE> 14
However, no termination will affect the rights of any Optionee who has
outstanding Stock Rights without the consent of the Optionee.
During the fiscal year ended December 31, 1996, the Committee granted
Options to purchase 1,348 shares of Common Stock at an option price of $11.125
per share to each of the following directors of the Company: Messrs. Ackerman,
Huie, Keller, McClelland and Northrop. During the fiscal year ended December 31,
1996, the Committee awarded 100 shares of Restricted Stock to each of Messrs.
Biggers and Northrop, and 200 shares of Restricted Stock to Messrs. McGlaughlin
and Miller.
EXECUTIVE COMPENSATION
Table 1 summarizes by various categories, for the fiscal years ended
December 31, 1996, 1995 and 1994, the total compensation earned by (i) the Chief
Executive Officer of the Company, (ii) each of the three most highly compensated
executive officers of the Company who were serving as executive officers at
December 31, 1996 and whose salary and bonus for the fiscal year ended December
31, 1996 exceeded $100,000, and (iii) a retired executive officer of the Company
who would have qualified as one of the four most highly compensated executive
officers of the Company if he had been serving as an executive officer of the
Company at December 31, 1996 (collectively referred to as the "named executive
officers"). For information regarding the various factors considered by the
Compensation and Nominating Committee in recommending the compensation of the
Chief Executive Officer of the Company and, generally, the other executive
officers of the Company, see "Compensation and Nominating Committee Report"
below.
TABLE 1: SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
--------------------------------- OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) (#) ($)(3)
- --------------------------- ---- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
R.W. Gundeck(4)(5)...................... 1996 400,000 200,000 58,000 42,852
President and 1995 295,000 295,000 32,600 32,207
Chief Executive Officer 1994 237,500 122,500 4,000 20,805
T.R. Carmody(4)......................... 1996 237,500 0 0 [717,026]
Chairman 1995 435,000 478,500 15,000 [49,129]
1994 385,000 231,000 8,000 [31,568]
R.G. Smith(6)........................... 1996 200,000 75,000 5,000 0
Vice President Finance 1995 58,333 0 -- 0
and Chief Financial Officer
R.A. LeFeber(4)......................... 1996 127,000 25,000 1,500 [10,529]
Vice President of Investor 1995 121,000 48,400 2,183 [11,862]
Relations and Communications 1994 115,000 43,125 1,000 [9,193]
M.C. Deniken(7)......................... 1996 88,000 18,000 1,000 6,381
Treasurer and Chief Accounting Officer 1995 72,300 15,000 0 5,607
</TABLE>
12
<PAGE> 15
- ---------------
(1) Includes before-tax contributions made to the Employee Savings Plan during
fiscal 1996 by Messrs. Gundeck and Deniken.
(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.")
(3) All other Compensation earned during fiscal 1996 includes the following: (i)
Company contributions to the Profit Sharing Plan: Mr. Gundeck -- $7,950;
Mr. Carmody -- $7,950; Mr. LeFeber -- $7,950 and Mr. Deniken -- $5,501;
(ii) Company contributions to the Employee Savings Plan: Mr. Gundeck --
$1,500 and Mr. Deniken -- $880; (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 -- $1,310 and Mr. LeFeber -- $973; (iv) Company contributions to
the American Business Products, Inc. Executive Retirement Plan: Mr.
Gundeck -- $3,330; (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. Gundeck -- $30,072; Mr. Carmody -- $32,166;
and Mr. LeFeber -- $1,606; (vi) the cash surrender value of a life
insurance policy transferred to Mr. Carmody on September 9,
1996 -- $675,600; (vii) expense incurred by the Company under the Deferred
Compensation Investment Plan (Executives): Mr. Carmody -- $ and Mr.
LeFeber -- $ ; and (viii) expense incurred by the Company under the
Supplemental Retirement Income Plan: Mr. Carmody -- $ and Mr.
LeFeber -- $ .
All other Compensation earned during fiscal 1995 includes the following (i)
Company contributions to the Profit Sharing Plan: Mr. Gundeck -- $10,125;
Mr. Carmody -- $10,125; Mr. LeFeber -- $10,125; and Mr. Deniken -- $5,245;
(ii) Company contributions to the Employee Savings Plan: Mr. Gundeck --
$750 and Mr. Deniken -- $362; (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 and Mr. LeFeber -- $1,116; (iv) Company contributions to
the American Business Products, Inc. Executive Retirement Plan: Mr.
Gundeck -- $3,330; (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. Gundeck -- $18,002; Mr. Carmody -- $35,512;
and Mr. LeFeber -- $621; (vi) expense incurred by the Company under the
Deferred Compensation Investment Plan (Executives): Mr. Carmody -- $
and Mr. LeFeber -- $ ; and (vii) expense incurred by the Company
under the Supplemental Retirement Income Plan: Mr. Carmody -- $ and
Mr. LeFeber -- $ .
All Other Compensation earned during fiscal 1994 includes the following:
(i) Company contributions to the Profit Sharing Plan: Mr.
Gundeck -- $9,375; Mr. Carmody -- $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 and Mr. LeFeber -- $1,068; (iii)
Company contributions to the American Business Products, Inc. Executive
Retirement Plan; Mr. Gundeck -- $3,330; (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. Gundeck -- $8,100 and Mr.
Carmody -- $19,069; (v) expense incurred by the Company under the Deferred
Compensation Investment Plan (Executives): Mr. Carmody -- $ and Mr.
LeFeber -- $ ; and (vi) expense incurred by the Company under the
Supplemental Retirement Income Plan: Mr. Carmody -- $ and Mr.
LeFeber -- $ .
(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. Mr. Carmody retired from his employment with the Company
effective June 30, 1996.
13
<PAGE> 16
(5) Salary includes before-tax contributions by Mr. Gundeck to the American
Business Products, Inc. Special Nonqualified Deferred Compensation Plan.
(6) Mr. Smith began employment with the Company on September 11, 1995, as Vice
President of Corporate Development. He became Vice President Finance and
Chief Financial Officer of the Company on January 1, 1996.
(7) Mr. Deniken became Treasurer and Chief Accounting Officer of the Company on
October 1, 1995. Prior thereto he served as Controller of the Company.
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, 1996. 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 EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE(3) 5%($) 10%($)
- ---- ------------- ------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
R.W. Gundeck................... 58,000 36.35 $20.750 6/5/06 756,877 1,918,069
T.R. Carmody................... 0 -- -- -- -- --
R.G. Smith..................... 5,000 3.10 $20.750 6/5/06 65,248 165,351
R.A. LeFeber................... 1,500 0.90 $20.750 6/5/06 19,574 49,605
M.C. Deniken................... 1,000 0.60 $20.750 6/5/06 13,050 33,070
</TABLE>
- ---------------
(1) The indicated number of options were granted to the named executive officers
on June 5, 1996 pursuant to the American Business Products, Inc. 1991 Stock
Incentive Plan (the "1991 Stock Incentive 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.
(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.
14
<PAGE> 17
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, 1996, 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, 1996
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, 1996.
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 IN-THE-MONEY OPTIONS
----------------------------- AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R.W. Gundeck............. 1,800 $25,570 17,000 86,200 $134,550 $426,150
T.R. Carmody............. 6,000 62,750 33,000 0 270,125 0
R.G. Smith............... 0 0 0 5,000 0 21,875
R.A. LeFeber............. 0 0 6,008 3,975 55,953 28,059
M.C. Deniken............. 0 $ 0 0 1,000 $ 0 $ 4,375
</TABLE>
COMPENSATORY PLANS AND ARRANGEMENTS
Set forth below is information regarding the Company's compensatory plans
and arrangements under which the named executive officers have vested rights to
receive future payments in an amount exceeding $100,000. With respect to the
Supplemental Retirement Income Plan and the Executive Retirement Plan, Messrs.
Gundeck, Smith, LeFeber and Deniken received no payments in fiscal 1996 and Mr.
Carmody received no payments prior to his retirement on June 30, 1996.
Therefore, no amounts attributable to payments under these plans are included in
the Summary Compensation Table.
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.
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 ("Confedera-
15
<PAGE> 18
tion") (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, the employee may borrow against or
withdraw from the cash surrender value of the policy. Once the employee has
withdrawn or borrowed the amount of his or her interest, the Company retains
ownership of the policy. 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.
Confederation was placed in rehabilitation in August 1994. On October 23,
1996, a plan of rehabilitation was confirmed. The plan of rehabilitation
provides for life insurance policies, such as the ones held by the Company, to
be assumed by Pacific Mutual Life Insurance Company. The assumption is expected
to be completed on May 31, 1997, but it is unclear whether policies, such as the
ones held by the Company, will be liquid at that time. Mr. Gundeck is the only
named executive officer who participates in the plan. Due to the status of the
rehabilitation of Confederation, the value of Mr. Gundeck's benefit is
uncertain.
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
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 his retirement (age 60 or 62, at the participant's election). Mr.
LeFeber is vested in benefits of $50,000 per year under the plan. Mr. Carmody,
who retired on June 30, 1996, is entitled to and is receiving benefits of
$175,000 per year under the plan. Expenses incurred by the Company for the
benefit of Mr. LeFeber and Mr. Carmody in fiscal 1996 were $ and
$ respectively.
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
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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%.
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. A
participant's benefit is payable for life after retirement; however, 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 and 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 begin receiving his vested benefit as early as age 60,
but such benefit will be actuarially reduced for each month that payment 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, his beneficiary 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. LeFeber is vested in the maximum
benefit payable to him under the plan. Mr. Carmody, who retired on June 30,
1996, is entitled to and receiving his maximum benefit under the plan. Expenses
incurred by the Company for the benefit of Mr. LeFeber and Mr. Carmody in fiscal
1996 were $ and $ respectively.
Special Non-Qualified Deferred Compensation Plan. The Special
Non-Qualified Deferred Compensation Plan covers certain key executives and
highly compensated employees of the Company. Under the plan, participants may
elect to defer receipt of up to 90% of the cash compensation (including
commission and bonuses) payable to him or her in a given year. The plan is
unfunded. All deferrals are held on a participant's behalf by a grantor trust
established for the plan and will be subject to the claims of the Company's
general creditors in the event of insolvency of the Company prior to payment to
plan participants or their beneficiaries. A participant is immediately vested in
all deferrals, and all income and gain thereon is credited to his individual
account. Each participant directs the investment of deferred funds held on his
behalf.
At the time of his deferral election, a participant elects the date on
which and the form in which the deferrals will commence to be paid. Payments
will be made in either a single lump sum or annual installments over a period
elected by the participant up to 10 years. In the event of certain unforeseen
emergencies, the plan administrator may, in its sole discretion, pay a
participant a portion of his account. Upon termination of a participant's
employment for any reason other than death and prior to age 59 1/2 , the
participant's account will be paid to the participant in a single lump sum as
soon as practicable following the date of termination. If a participant dies
prior to the complete distribution of his account, the balance of the account
will be paid as soon as practicable to the participant's designated beneficiary
or beneficiaries in either a lump sum payment or annual installments, as elected
by the participant. As soon as possible following a change of control of the
Company as defined in the plan, each participant will be paid his account
balance in a single lump sum. Amounts deferred by Mr. Gundeck pursuant to the
plan are included in the Summary Compensation Table.
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<PAGE> 20
EMPLOYMENT AGREEMENT
The Company has an employment agreement with Richard G. Smith, dated July
25, 1995, pursuant to which Mr. Smith serves as Vice President and Chief
Financial Officer. Under the terms of the agreement, in the event Mr. Smith is
involuntarily released from employment with the Company, not for cause, the
Company is obligated to pay Mr. Smith an amount equal to 12 months' base salary.
COMPENSATION AND NOMINATING COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report by the Compensation and Nominating 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.
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 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, after considering the recommendations of the
Chief Executive Officer, approves 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 other corporate, business unit or individual
performance results.
The bonuses paid for 1996 were based on achievements in the following
areas: sales revenues; net income; margin; earnings per share; and attainment of
predetermined individual and business unit goals. Financial measures account for
approximately 75% of an executive's bonus opportunity, and the achievement of
individual goals accounts for the remainder.
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<PAGE> 21
In the Bonus Plan for 1996, the Compensation Committee established
performance standards for each of the corporate financial goals at "acceptable,"
"target," and "maximum" levels. "Acceptable" (i.e., threshold) standards
required 1996 results to at least equal and usually improve upon 1995 results in
order for any bonus to be generated from performance in that area. Weighting of
performance goals varied by individual executive, but income goals generally
received the most emphasis. During 1996, the Compensation Committee approved
adjustments to the original performance goals to reflect significant and unusual
events such as restructuring and divestiture of a subsidiary.
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 Chief Executive Officer could earn from 5% to 100% of base salary.
Other executives participating in the Bonus Plan 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 1996 averaged 25.6% 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) totaled $33,772 for
1996 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 program is based on the 1991 Stock Incentive Plan. This program
promotes 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 program, the Compensation
Committee concluded that target long-term incentive compensation opportunities
(primarily in the form of stock option grants) should be established and that
compensation paid under the program 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.
Options usually are granted annually, have an exercise price equal to the
fair market value of the Company's Common Stock 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 program. Stock options granted to the named executive
officers during the fiscal year ended December 31, 1996 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. Other than the incentive program for the Chief Executive Officer to
receive a grant of restricted stock described below, no grant or grants of
restricted stock to executive officers were approved during 1996.
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<PAGE> 22
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. Mr. Gundeck was elected Chief Executive
Officer effective January 1, 1996. In determining the size of the base salary
component of Mr. Gundeck's compensation, the Compensation Committee considered
competitive industry pay practices, the Company's performance and Mr. Gundeck's
contribution to that performance while serving as President and Chief Operating
Officer. On the basis of this marketplace review and Mr. Gundeck's prior
performance as President and Chief Operating Officer, the Compensation Committee
approved a base salary of $400,000 for fiscal 1996. This salary intentionally
was set at a level slightly below the 50th percentile of comparable companies.
In addition to his base salary, Mr. Gundeck is eligible to receive annual
incentive compensation pursuant to the Bonus Plan. Annual goals for Mr. Gundeck
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. Gundeck's total
annual compensation. In fiscal 1996, the Company's financial achievements
resulted in a cash bonus award for Mr. Gundeck equal to 50% of his base salary.
(See "Executive Compensation -- Table 1: Summary Compensation Table.") Mr.
Gundeck's annual bonus award reflects the Company's results in fiscal 1996 under
Mr. Gundeck's leadership.
Mr. Gundeck also received a special bonus of $30,072 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. Gundeck also is entitled to receive long-term incentive compensation
pursuant to the 1991 Stock Incentive Plan. The Compensation Committee, in its
sole discretion, determines the amount of any award to be granted to Mr.
Gundeck. For fiscal 1996, Mr. Gundeck was granted a stock option pursuant to the
1991 Stock Incentive Plan to purchase 58,000 shares of Common Stock of the
Company. (See "Executive Compensation -- Table 2: Option Grants in Last Fiscal
Year.")
In addition, the Compensation Committee approved an incentive program under
which Mr. Gundeck has the opportunity, subject to certain conditions set forth
in the 1991 Stock Incentive Plan, to receive a grant of restricted stock at the
end of the four-year performance period from 1996 through 1999. The grant of the
restricted stock is conditioned upon the achievement of specified levels of
stock appreciation over the performance period. Performance will be measured as
the change in annual stock price from the year immediately preceding the
performance cycle (i.e., 1995) to the last year of the performance cycle. The
stock price used for determining annual averages will be the closing sale price
on each business day during a year.
The number of shares to be granted to Mr. Gundeck at the end of the
performance period will be determined by the level of appreciation in the
Company's stock price over the performance period. A grant of 13,200 shares (the
target number of shares) will be made if the targeted level of stock price
appreciation is achieved. If the targeted level of performance is not met but a
threshold level of performance is achieved, 4,400 shares (33% of the target
award) will be granted. If a maximum level of performance is achieved or
exceeded, 22,000 shares (167% of the target award) will be granted. If the
threshold level of performance is not achieved, no restricted stock will be
granted. Any shares granted at the end of the performance period will be
restricted as to sale or transfer and subject to forfeiture for an additional
two years.
Both the number of stock options granted and the size of the restricted
stock opportunity were based on a compensation study regarding comparable
companies in the industry. It is the Compensation Committee's
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<PAGE> 23
intention that 75% of Mr. Gundeck's total long-term incentive compensation
program will consist of annual stock option grants and that the remaining 25%
will consist of performance-contingent stock awards made every four years. (See
"Executive Compensation -- Table 1: Summary Compensation Table" and "Executive
Compensation -- Table 2: Option Grants in the Last Fiscal Year.")
The Compensation Committee believes the total compensation program for Mr.
Gundeck is competitive with that provided by comparable companies, is
commensurate with the responsibilities of his office, provides appropriate
incentive opportunities and reflects both the Company's performance and his
personal contributions to the Company's performance.
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 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, the Compensation Committee will monitor
this situation and will take appropriate action if it is warranted.
Compensation and Nominating Committee: G. Harold Northrop (Chairman), F.
Duane Ackerman, Hollis L. Harris and C. Douglas Miller.
COMPENSATION AND NOMINATING COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1996, the members of the
Compensation and Nominating Committee were Mr. Aderhold (Chairman until April
24, 1996), Mr. Northrop (member until April 24, 1996; Chairman thereafter), and
Messrs. Ackerman, Harris and Miller (since April 24, 1996). None of them is or
has ever been an officer or employee of the Company. There were no interlocking
relationships between any executive officers of the Company and any entity whose
directors or executive officers served on the Company's Compensation and
Nominating Committee. None of the members of the Compensation and Nominating
Committee engaged in transactions or had relationships requiring disclosure
under Item 404 of Regulation S-K in the fiscal year ended December 31, 1996.
CERTAIN RELATIONSHIPS AND RELATED 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. 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. The principal of the loan, together with accrued
interest, was paid in full on March 15, 1996. There were no other transactions
or relationships requiring disclosure under Item 404 of Regulation S-K for the
fiscal year ended December 31, 1996.
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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>
MEASUREMENT PERIOD AMERICAN S&P 500 PEER GROUP
(FISCAL YEAR COVERED) BUSINESS INDEX
PRODUCTS, INC.
<S> <C> <C> <C>
12/31/91 100 100 100
12/31/92 105 108 100
12/31/93 97 118 127
12/31/94 90 120 127
12/31/95 178 165 167
12/31/96 161 203 212
</TABLE>
Assumes $100 invested on December 31, 1991 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: Ennis Business
Forms, Inc., Moore Corporation Limited, New England Business Service, Inc., The
Reynolds and Reynolds Company ("Reynolds"), The Standard Register Company and
Wallace Computer Services, Inc. Duplex Products, Inc., which was acquired by
Reynolds, is no longer included in the peer group.
22
<PAGE> 25
PROPOSAL 2 -- APPROVAL OF BYLAW AMENDMENT
The Board of Directors of the Company has approved, and recommends to the
shareholders for their approval, an amendment of Article VI, Section 2 of the
Company's bylaws concerning indemnification of directors and officers of the
Company.
BACKGROUND
Article 8 of the Georgia Business Corporation Code (the "Code") relating to
a Georgia corporation's indemnification of its directors for the losses and
other expenses of legal proceedings brought against them by virtue of having
been directors was amended, effective July 1, 1996, to change the standards for
indemnification of directors when acting in their official capacity, to limit
the obligation of a corporation to indemnify a director who has not been wholly
successful in a proceeding, to specify procedures for authorizing advances of
funds during litigation, to change the permissible procedures for authorization
of indemnification by boards of directors, to limit the power of directors
interested in a pending or threatened proceeding at the time of a shareholder
vote from voting their shares in favor of shareholder authorized
indemnification, and to effect certain technical changes and clarifications.
Under the former Code provision, a board was permitted to indemnify a director
if he acted in a manner he believed in good faith to be in or not opposed to the
best interests of the corporation. Under the revised Code, a corporation may
indemnify a director of the corporation for expenses and other losses incurred
in connection with the litigation and other proceedings if he acted in good
faith and he reasonably believed in the case of conduct in his official
capacity, that his conduct was in the best interests of the corporation and in
all other cases, that his conduct was at least not opposed to the best interests
of the corporation and in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful. However, the Code limits
indemnification available to directors in derivative proceedings. Under the
former Code, a corporation could not indemnify a director in connection with a
derivative action in which the director was determined to be liable to the
corporation unless a court determined that, under the circumstances, the
director was entitled to indemnity for expenses the court deemed proper. Under
the revised Code, a corporation may not indemnify a director (1) in connection
with a derivative action, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the director has met the relevant
standard of conduct or (2) in connection with any proceeding with respect to
conduct for which he was adjudged liable on the basis that personal benefit was
improperly received by him, whether or not involving action in his official
capacity.
Section 14-2-857 of the Code provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because he or she is an officer of the corporation to the same extent as if he
or she were a director.
The board of directors of a corporation, without shareholder approval, may,
within the Code limitations, grant expanded indemnification rights to officers
of the corporation. Officers may be indemnified to such further extent as may be
provided by the corporation's articles of incorporation, bylaws, a Board
resolution or contract, except for liability arising out of conduct that
constitutes: (1) appropriation, in violation of his or her duties, of any
business opportunity of the corporation, (2) acts or omissions which involve
intentional misconduct or a knowing violation of law, (3) liability for unlawful
distributions to shareholders, and (4) receipt of an improper personal benefit.
In addition, the Code provides that with shareholder approval, a Georgia
corporation may indemnify or obligate itself to indemnify a director made a
party to a proceeding, including a proceeding brought by or in the right of the
corporation without regard to the limitations set forth in the Code. However, as
is the case with respect to indemnification of officers, the Code does not
permit a corporation to indemnify a director for any liability incurred in a
proceeding in which the director is adjudged
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<PAGE> 26
liable to the corporation or is subject to injunctive relief in favor of the
corporation for (i) any appropriation, in violation of the director's duties, of
any business opportunity of the corporation; (ii) acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii) liability
arising from unlawful distributions to shareholders of the corporation; or (iv)
any transaction in which the director received an improper personal benefit.
INDEMNIFICATION APPROVED BY BOARD OF DIRECTORS
Corporations often provide the maximum indemnification allowable in order
to encourage qualified individuals to join and remain on their boards of
directors. On December 11, 1996, the Board of Directors of the Company approved
amendments to the indemnification provisions contained in Article VI, of the
Company's bylaws to the extent necessary to effectuate the changes required by
the revisions to the Code and to provide the maximum indemnification of
directors that the Code permits boards of directors to authorize. As adopted,
new Article VI, Section 2 of the Company's bylaws provides that the Company
shall indemnify and hold harmless any director who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact he is or was a director of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another entity, against expenses (including attorneys' fees and disbursements)
and any other amounts, now or hereafter permitted by applicable law, actually
and reasonably incurred by him or in connection with the defense or settlement
of such action or suit, if he acted in a manner that met the applicable standard
described above. However, no indemnification will be made in respect of any
claim, issue or matter as to which the director has been adjudged to be liable
to the Company, unless and only to the extent that the court in which the action
or suit was brought or another court of competent jurisdiction determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the director is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Under Article VI,
Section 2 of the Company's bylaws, officers of the Company will be indemnified
to the same extent as directors.
INDEMNIFICATION APPROVED BY SHAREHOLDERS
The revised Code permits the bylaws of a corporation to provide for
indemnification of a director made a party to a proceeding, including a
derivative proceeding, without regard to the limitations of the Code if the
bylaw provision authorizing indemnification is approved by the shareholders by a
majority of the votes to be cast, excluding the votes of any interested
directors. At its December 11, 1996 meeting, the Board determined that it is in
the Company's best interest to provide directors and officers with the greatest
protection permitted by the Code, and approved submission of the proposed bylaw
amendment to the shareholders for their approval at the Annual Meeting, as
required by the Code.
The proposed amendment would indemnify directors for judgments against them
in derivative actions; except that no indemnification will be made in respect of
any claim, issue or matter as to which the director has been adjudged to be
liable to the Company, unless the director has not been adjudged to be liable or
subject to injunctive relief in favor of the Company (i) for any appropriation,
in violation of his duties, of any business opportunity of the Company; (ii) for
acts or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful distributions to shareholders; or (iv) for any
transaction from which he received an improper personal benefit. However, in the
event the foregoing conditions are not met, the director would be entitled to
indemnification for expenses only, to the extent that a court determined that,
despite the adjudication of liability but in view of all the circumstances of
the case, the director was fairly and
24
<PAGE> 27
reasonably entitled to indemnification. Under the proposed amendment officers
would be entitled to indemnification to the same extent as directors.
PURPOSE OF PROPOSED EXPANSION OF INDEMNIFICATION PROVISIONS
The Company has proposed adoption of the expanded indemnification rights
described above to make it easier to attract and retain qualified directors. To
date the Company has not experienced any problems locating and retaining
directors, partly because the Company has provided its directors with broad
indemnification rights, as permitted under the Code.
Section 14-2-856 of the Code requires that the proposed amendment to
Section 2 be approved by the Company's shareholders because these expanded
rights are broader than the standard rights set forth in the Code. Because the
proposed amendment expands the indemnification rights of directors, members of
the Board may personally benefit from the proposed recommendation that the
shareholders approve the amendment. However, as of the date of this Proxy
Statement, the Company is not aware of any pending litigation or threatened
litigation that could result in any director claiming indemnification under
Article VI of the bylaws. Also, the amendment to Section 2 has not been proposed
in response to any specific resignation, threat of resignation, or refusal to
serve by a director or potential director.
APPROVAL BY THE SHAREHOLDERS
The affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock is required to approve the proposed amendment
to Article VI, Section 2. If the shareholders do not approve the amendment, the
directors and officers of the Company would continue to have indemnification
rights pursuant to the bylaws, as amended and restated as of December 11, 1996,
described above.
The Board of Directors of the Company hereby submits to the Company's
shareholders this proposal to approve the amendment of Article VI, Section 2 of
the Company's bylaws. The full text of Article VI, Section 2 of the bylaws,
indicating the proposed amendments, is included as Exhibit A to this Proxy
Statement. The foregoing summary of certain provisions of Article VI of the
bylaws does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the text of Article VI, Section 2 as set forth in
Exhibit A hereto.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL TO AMEND ARTICLE VI, SECTION 2 OF THE BYLAWS OF THE COMPANY.
PROPOSAL 3 -- 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, 1997 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.
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<PAGE> 28
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, 1997.
SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 reports received by it and written
representations from the reporting persons that no other reports were required
for those persons, to the Company's knowledge, during and with respect to the
fiscal year ended December 31, 1996, all filing requirements applicable to its
executive officers, directors, and beneficial owners of more than ten percent of
the Company's Common Stock were complied with in a timely manner.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals and director nominations intended to be presented at
the 1998 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 25, 1997 in order
for such matters to be included in the Company's proxy materials for, and voted
upon at, the 1998 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).
26
<PAGE> 29
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 25, 1997
---------------------
The Company's 1996 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.
27
<PAGE> 30
EXHIBIT A
PROPOSED BYLAW AMENDMENTS
Section 2. Authority to Indemnify; Derivative Actions. The company shall
indemnify and hold harmless any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the company to procure a judgment in its favor by reason of the
fact he is or was a director or officer of the company, or is or was serving at
the request of the company as a director, officer, employee, or agent of another
company, limited liability company, partnership, limited partnership, limited
liability partnership, limited liability limited partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees and
disbursements), JUDGMENTS and any other amounts now or hereafter permitted by
applicable law actually and reasonably incurred by him or in connection with the
defense or settlement of such action or suit [IF HE ACTED IN A MANNER THAT MET
THE STANDARD SET FORTH IN SECTION 1 OF THIS ARTICLE]; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the company, unless
THE DIRECTOR OR OFFICER HAS NOT BEEN ADJUDGED LIABLE OR SUBJECT TO INJUNCTIVE
RELIEF IN FAVOR OF THE COMPANY (I) FOR ANY APPROPRIATION, IN VIOLATION OF HIS
DUTIES, OF ANY BUSINESS OPPORTUNITY OF THE COMPANY; (II) FOR ACTS OR OMISSIONS
WHICH INVOLVE INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW; (III) FOR
THE TYPES OF LIABILITY SET FORTH IN CODE SECTION 14-2-832(1); OR (IV) FOR ANY
TRANSACTION FROM WHICH HE RECEIVED AN IMPROPER PERSONAL BENEFIT AND IN THE EVENT
THE FOREGOING CONDITIONS ARE NOT MET, THEN only to the extent that the court in
which such action or suit was brought or another court of competent jurisdiction
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
- ---------------
(1) Liability for unlawful distributions to shareholders.
28
<PAGE> 31
APPENDIX
[FRONT OF PROXY CARD FORM #1]
REVOCABLE PROXY
AMERICAN BUSINESS PRODUCTS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE 1997 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
1997 Annual Meeting of Shareholders, to be held at The Cobb Galleria Centre,
Two Galleria Parkway, Atlanta, Georgia, on Wednesday, April 23, 1997 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 NOMINEES AND
PROPOSALS.
1. The election as directors of the three nominees listed below to serve
until the 2000 Annual Meeting of Shareholders or until their respective
successors are elected and qualified.
<TABLE>
<S> <C>
/ / FOR ALL nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below.) as 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.
F. DUANE ACKERMAN, THOMAS F. KELLER AND DANIEL W. McGLAUGHLIN
2. Approval of Amendment to Company's Bylaws to provide expanded
indemnification to directors and officers.
/ / For / / Against / / Abstain
3. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the 1997 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)
AMERICAN BUSINESS PRODUCTS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this proxy ballot.
Your vote is very important and we would appreciate your taking a few minutes
to review the 1996 Annual Report and the Proxy Statement, which provide
background on the proposals being considered at this year's Annual Meeting.
Please read them carefully and decide how you would like to vote. Please mark
the boxes on the attached voting instruction card to vote your shares. Then
sign and date the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Robert W. Gundeck
President and Chief Executive Officer
<PAGE> 32
[BACK OF PROXY CARD FORM #1]
(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 NOMINEES AND 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 the undersigned as of the record date (March 4, 1997).
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:____________________, 1997
-----------------------------------
Signature
-----------------------------------
Signature, if shares held jointly
<PAGE> 33
[FRONT OF PROXY CARD - PLAN FORM]
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 1997 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 1997 Annual Meeting of Shareholders, to be held on Wednesday, April
23, 1997 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 NOMINEES AND
PROPOSALS.
1. The election as directors of the three nominees listed below to serve
until the 2000 Annual Meeting of Shareholders or until their respective
successors are elected and qualified.
<TABLE>
<S> <C>
/ / FOR ALL nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below.) as 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.
F. DUANE ACKERMAN, THOMAS F. KELLER AND DANIEL W. McGLAUGHLIN
2. Approval of Amendment to Company's Bylaws to provide expanded
indemnification to directors and officers.
/ / For / / Against / / Abstain
3. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the 1997 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)
AMERICAN BUSINESS PRODUCTS, INC.
Dear Fellow Employee:
This proxy ballot represents shares of American Business Products, Inc. Common
Stock, which are owned for your benefit through participation in the American
Business Products, Inc. Profit Sharing Retirement Plan ("PSP"). If you invest
through the American Business Products, Inc. Employee Savings Plan ("ESP"), it
also includes shares of ABP Common Stock credited to your "ESP" account. As a
participant in either or both of these plans, you have the right as a
beneficial owner to direct the vote of the shares allocated to your account at
the Annual Meeting of Shareholders, which will be held April 23, 1997.
Your vote, as a beneficial owner, is very important and we would appreciate
your taking a few minutes to review the 1996 Annual Report and the Proxy
Statement, which provide background on the proposals being considered at this
year's Annual Meeting. Read them carefully and decide how you want to vote.
Then mark the boxes on the attached voting instruction card instructing the
Trustees how to vote shares allocated to your account. Then sign and date the
card, detach it and return your proxy vote in the enclosed postage paid
envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Robert W. Gundeck
President and Chief Executive Officer
<PAGE> 34
[BACK OF PROXY CARD - PLAN FORM]
(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 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:____________________1997
-----------------------------------
Signature
