<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
IMCERA GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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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:*
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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:
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2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
[LOGO]
NOTICE OF SPECIAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
IMCERA GROUP INC.
<PAGE>
[LOGO]
IMCERA GROUP INC.
February 1, 1994
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
IMCERA Group Inc. to be held at the Second Floor Conference Room, Pierre Laclede
Building, 7733 Forsyth Boulevard, St. Louis, Missouri 63105, on Tuesday, March
15, 1994, at 10:00 a.m. local time. A Notice of the Special Meeting and a Proxy
Statement covering the formal business of the meeting are enclosed.
The purpose of the meeting is to obtain shareholder approval to change the
name of the Company from IMCERA Group Inc. to Mallinckrodt Group Inc. In the
opinion of your Board of Directors, the new name will better communicate our new
strategic direction and evolution to a more focused, technology based
enterprise.
We urge you to attend the meeting. If you plan to do so, please check the
appropriate box on the accompanying proxy card. A map showing the location of
the meeting place is set out at the end of the Proxy Statement.
Whether or not you expect to attend, please promptly sign and return the
proxy card in the accompanying postage-paid envelope. This will assure that your
shares are represented at the meeting and will help us avoid the expense of a
follow-up mailing. Even though you execute this proxy, you may revoke it at any
time before it is voted. If you attend the meeting you will be able to vote in
person if you wish to do so, even if you have previously returned your proxy
card.
Your cooperation and prompt attention to this matter will be appreciated.
Sincerely,
/s/ GEORGE D. KENNEDY /s/ C RAY HOLMAN
GEORGE D. KENNEDY C. RAY HOLMAN
CHAIRMAN PRESIDENT & CHIEF EXECUTIVE OFFICER
2315 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062 TELEPHONE (708) 564-8600
<PAGE>
[LOGO]
IMCERA GROUP INC.
HEADQUARTERS OFFICE: 2315 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
-------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
-----------------
To our Stockholders:
A Special Meeting of Stockholders of IMCERA Group Inc., a New York
corporation, will be held on Tuesday, March 15, 1994, at 10:00 a.m. local time,
in the Second Floor Conference Room, Pierre Laclede Building, 7733 Forsyth
Boulevard, St. Louis, Missouri 63105, to consider and act upon the following
matter which is explained more fully in the following Proxy Statement. A proxy
card for your use in voting is also enclosed.
1. Considering and acting upon an amendment to Article FIRST of the
Corporation's Restated Certificate of Incorporation to change the name of
the Corporation from IMCERA Group Inc. to Mallinckrodt Group Inc., as
recommended by the Board of Directors.
2. Transacting any other business relating to the foregoing that may
properly come before the meeting or any adjournment thereof.
Only Common and 4% Cumulative Preferred stockholders of record at the close
of business on January 21, 1994, are entitled to notice of and to vote at the
meeting.
Dated: February 1, 1994
By Order of the Board of Directors
/s/ ROGER A. KELLER
ROGER A. KELLER
VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
<PAGE>
PROXY STATEMENT
IMCERA GROUP INC.
2315 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IMCERA Group Inc. for the Special Meeting
of Stockholders to be held on March 15, 1994, notice of which, to all
stockholders of record entitled to vote as of January 21, 1994, accompanies this
statement. Only common and 4% cumulative preferred stockholders of record at the
close of business on January 21, 1994, are entitled to vote at this meeting. At
that time, the number of outstanding shares of capital stock of the Corporation
entitled to vote was as follows: 4% Cumulative Preferred Stock, par value $100
per share, 98,330 shares and Common Stock, par value $1 per share, 76,794,955
shares. Each such share is entitled to one vote.
Shares represented by proxies will be voted in accordance with directions
given on the proxy card by a stockholder. Any signed and returned proxy not
specifying to the contrary will be voted in favor of amending the Charter to
change the name and in the discretion of the proxies as to any other matter that
is properly presented at the meeting. A stockholder giving a proxy has the right
to revoke it at any time before it has been voted at the meeting.
The vote required to amend the Charter to change the name is indicated in
the discussion below. The holders of a majority of the total shares entitled to
vote, present in person or by proxy, constitute a quorum for the transaction of
business. Abstentions and broker non-votes are counted as shares present for
determination of a quorum but are not counted as affirmative or negative votes
on any item to be voted upon and are not counted in determining the number of
shares voted on the proposal.
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions proposing that the
Corporation's Restated Certificate of Incorporation be amended to change the
Corporation's name from IMCERA Group Inc. to Mallinckrodt Group Inc., and has
directed that the proposed amendment be submitted for the approval and
authorization of the stockholders at this Special Meeting.
Between 1941, and mid-1990, the Corporation's name was International
Minerals & Chemical Corporation, commonly known as "IMC", and it was generally
associated with the extensive fertilizer interests of the Corporation. In the
mid-1980's to early 1990's, there were significant changes in the nature and
thrust of the Corporation's businesses. The fertilizer business was sold over a
period of time to the investing public; and is now conducted entirely by IMC
Fertilizer Group Inc., a separate and publicly-held Delaware corporation. Other
commodity-type businesses were also sold. At the same time, the
1
<PAGE>
Corporation began its expansion into new, technology based, growth businesses
(medical products and devices for human application and specialty chemicals) and
considerably enlarged its animal health and nutrition business.
In recognition of these fundamental changes, the name of the Corporation was
changed in 1990 to IMCERA Group Inc., which signified IMC in a new era.
Today, the transformation has been completed and the businesses of the
Corporation are conducted by three separately operated, distinct, and growing
operating subsidiaries: Mallinckrodt Medical (medical products and devices for
human application in radiology, cardiology, nuclear medicine, anesthesiology,
and critical care), Mallinckrodt Specialty Chemicals (products for
pharmaceutical and niche industrial chemical markets), and Pitman-Moore
(veterinary and other products for animal health and nutrition that prevent
disease and enhance productivity).
The Board of Directors believes the name of the Corporation should now be
untied from the past and focused toward the future. The new name, Mallinckrodt
Group Inc. is considered by the Board of Directors to be desirable to accomplish
this. About 70% of the Corporation's business is already conducted under the
Mallinckrodt name through two of its operating subsidiaries. Moreover, the
third, Pitman-Moore, is changing its name to identify itself more closely with
Mallinckrodt Group Inc. The costs necessary to implement the change in your
Corporation's name will not be material and stockholders will not need to
exchange their present stock certificates.
To be adopted the proposed amendment must be approved by the affirmative
vote of the holders of a majority of all outstanding shares of 4% Cumulative
Preferred Stock and Common Stock entitled to vote thereon at a meeting of
stockholders voting as one class. The effective date of the amendment, when so
approved, will be the date of its filing in the office of the Secretary of State
of New York, which is expected to be within a few days after stockholder
approval is obtained.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE PROPOSED
AMENDMENT (ITEM NO. 1 ON THE PROXY CARD).
OWNERSHIP OF THE CORPORATION'S SECURITIES
OWNERSHIP BY DIRECTORS AND OFFICERS
The Securities and Exchange Commission considers any person who has or
shares voting and/or investment power with respect to a security or who has the
right to acquire a security within sixty days (such as through the exercise of
an option), to be the beneficial owner of that security. The following table
shows the number of shares of the Corporation's Common Stock held beneficially
as of December 31, 1993, by each director, each of the five executive officers
of the Corporation who are expected to be the named executive officers in the
summary compensation table in the Corporation's next annual proxy statement, and
all such persons and all other present executive officers as a group. Included
are shares subject
2
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to stock options held by all such directors and officers as a group which may be
exercised within sixty days of December 31, 1993 (such options being referred to
hereinafter as "exercisable stock options"). Also included are shares of votable
restricted stock contingently awarded under the Corporation's long-term
incentive plan for senior management.
<TABLE>
<CAPTION>
NUMBER OF
COMMON
SHARES OWNED
BENEFICIALLY PERCENT
AS OF OF CLASS
NAME 12/31/93 OUTSTANDING (1)(2)
----------------------------- ------------ ------------------
<S> <C> <C>
Raymond F. Bentele 130,635
Ronald G. Evens 6,700
Louis Fernandez 6,750
Alec Flamm 4,650
C. Ray Holman 188,433
Paul R. Judy 11,750
Roberta S. Karmel 6,050
Roger A. Keller 59,756
George D. Kennedy 279,368
William J. Mercer 49,730
Morton Moskin 4,353
Robert G. Moussa 49,730
Mack G. Nichols 132,100
Herve M. Pinet 9,750
Daniel R. Toll 5,250
All directors and executive
officers as a group (20
individuals) 1,122,310 1.39%
<FN>
- ------------------------
(1) No individual director or officer is a beneficial owner of more than
four-tenths of one percent of the class outstanding.
(2) The total number of shares of the Common Stock outstanding for calculation
of the percentage of the class in the above table does not include shares
held by or for the account of the Corporation, but does include, in
addition to the shares of Common Stock actually outstanding on December 31,
1993, the above shares under exercisable stock options and shares of
contingent restricted stock.
</TABLE>
The table does not include shares held in the name of officers or directors
or family members of officers or directors the beneficial ownership of which is
disclaimed by the respective officer or director, but does include 24,750 shares
as to which voting and investment power is shared; otherwise voting and
investment powers are solely held.
OWNERSHIP OF VOTING STOCK BY OTHERS
On the basis of filings with the Securities and Exchange Commission and
other information deemed reliable by the Corporation (but excluding holdings of
Cede & Co. and Kray & Co., nominees for depositories of the New York and Chicago
Stock Exchanges,
3
<PAGE>
respectively), the Corporation believes that as of on or about December 1, 1993,
the following named institutions owned more than 5% of the Corporation's Common
Stock. No changes in these holdings have come to its attention since then. To
the Corporation's knowledge, no person or concern beneficially owns more than 5%
of its Preferred Stock.
<TABLE>
<CAPTION>
VOTING DISPOSITIVE AUTHORITY TOTAL
AUTHORITY AMOUNT OF
---------------------- ---------------------- BENEFICIAL
NAME AND ADDRESS SOLE SHARED SOLE SHARED OWNERSHIP % OF CLASS
- ----------------------------------------- --------- ----------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
FMR Corporation ......................... 533,383 -0- 4,740,919 -0- 4,740,919 6.19%
Boston, MA
Investment Manager
TIAA-CREF Investment Management Inc. .... 4,215,450 17,400 4,215,450 17,400 4,232,850 5.52%
New York, N.Y.
Investment Manager
</TABLE>
MISCELLANEOUS INFORMATION
Under applicable law, only business that relates to the proposed amendment
to change the name of the Corporation as stated in the Notice of Meeting and
described in this Proxy Statement may be transacted; no other matters may be
acted upon at the meeting.
Proxies will be solicited by the Board of Directors and management to assure
that stockholders who are unable to attend the meeting have the opportunity
nonetheless to cast a vote on the issues to come before the meeting.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegrams by directors, officers and employees of the
Corporation. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of stock held of record by such persons, and the
Corporation may reimburse them for reasonable out-of-pocket expense incurred by
them in connection therewith. In addition, the Corporation has retained
Georgeson & Co. to aid in the solicitation, at an estimated cost of $8,000, plus
expenses. The cost of all proxy solicitation, including payments to Georgeson &
Co., will be borne by the Corporation.
By order of the Board of Directors
/s/ ROGER A. KELLER
Roger A. Keller
VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
Dated: February 1, 1994
4
<PAGE>
[MAP DESCRIPTION SEE APPENDIX]
<PAGE>
APPENDIX
Location of a map provided for the convenience of the shareholders
giving a description of the site in the Clayton area of St. Louis
at which the special meeting is to be held.
<PAGE>
IMCERA GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR SPECIAL MEETING OF STOCKHOLDERS, MARCH 15, 1994
P
R The undersigned appoints Raymond F. Bentele, Ronald G. Evens, and
Louis Fernandez, or any of them, with full power of substitution,
O proxies to vote the shares which the undersigned would be entitled to
vote if personally present at the Special Meeting of Stockholders of the
X Company to be held on March 15, 1994, at the Second Floor Conference
Room, Pierre Laclede Building, 7733 Forsyth Boulevard, St. Louis MO
Y 63105, at 10 a.m. local time, and any adjournments thereof, hereby
revoking any proxy heretofore given.
------------------------------
You are encouraged to vote by marking the appropriate boxes, SEE REVERSE
SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot
vote your shares unless you sign and return this card.
--------------
| SEE REVERSE |
| SIDE |
--------------
<PAGE>
/X/ Please mark your
vote as in this
example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR proposal 1, and as to all
other matters relating thereto that may properly come before the special
meeting, this proxy will be voted in the discretion of the named proxies, all
in accordance with the Notice and Proxy Statement for the meeting, receipt of
which is acknowledged.
- -------------------------------------------------------------------------------
| The Board of Directors recommends a vote FOR proposal 1. |
- -------------------------------------------------------------------------------
| |
| For Against Abstain |
|1. Amendment of / / / / / / 2. In the discretion of |
| Restated of the proxies, upon |
| Certificate such other business |
| Incorporation. as may properly come |
| before the meeting. |
- -------------------------------------------------------------------------------
/ / Please check this
box if you plan
to attend the
Special Meeting.
SIGNATURE(S)________________________ / _______________________DATE_________1994
Note:Please date and sign as name appears hereon. If shares are held jointly
or by two or more persons, each stockholder named should sign.
Executors, administrators, trustees, etc. should so indicate when
signing. If the signer is a corporation, please sign full corporate
name by duly authorized officer. If a partnership, please sign in
partnership name by authorized person.
