<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid: $125.00
-------------------------------------------------------------------------
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF JOSTENS]
ROBERT P. JENSEN
Chairman
(612) 830-3300
Corporate Offices
5501 Norman Center Drive
Minneapolis, MN 55437
September 21, 1995
Dear Shareholder:
You are cordially invited to join us at the 1995 Annual Meeting of your
company, which will be held at 10 a.m., Thursday, October 26, 1995, in the
Auditorium of the company's headquarters at 5501 Norman Center Drive,
Minneapolis, Minnesota. The formal notice of the meeting and proxy statement
appear on the following pages.
At the meeting, shareholders will elect two individuals to serve as directors
for terms of three years, one individual to serve as a director for a term of
one year and consider the Board's proposal that shareholders ratify the
appointment of Ernst & Young as the company's independent accountants for the
1996 fiscal year.
Directors and officers will be present before and after the meeting to talk
with shareholders. During the meeting there will be an opportunity for
shareholder questions regarding the affairs of the company and for discussion
of the business to be considered at the meeting.
We hope you will be able to attend and participate in the meeting. However,
whether or not you intend to attend the meeting in person, you can be assured
that your shares will be represented at the meeting by completing and returning
the enclosed proxy card in the envelope provided as soon as possible. Remember,
your vote is important!
Cordially,
/S/ R.P. Jensen
Robert P. Jensen
Chairman of the Board
<PAGE>
[LOGO OF JOSTENS]
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 26, 1995
---------------------
To Our Shareholders:
The Annual Meeting of the Shareholders of Jostens, Inc., will be held at the
executive offices of the company, 5501 Norman Center Drive, Minneapolis,
Minnesota, Thursday, October 26, 1995, at 10 a.m., local time, for the
following purposes, as described in more detail in the accompanying Proxy
Statement.
1. To elect three directors, two to serve three-year terms ending in 1998
and one to serve a one-year term ending in 1996.
2. To ratify the appointment of Ernst & Young to act as independent
auditors of the company for the fiscal year ending June 30, 1996.
3. To transact such other business that may be properly considered at the
meeting or any adjournment thereof.
Shareholders of record at the close of business on September 6, 1995, are
entitled to notice of and to vote at the Annual Meeting or any adjournments of
the meeting.
ON BEHALF OF THE BOARD OF DIRECTORS
/S/ Orville E. Fisher, Jr.
Orville E. Fisher Jr., Secretary
September 21, 1995
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
[LOGO OF JOSTENS]
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 26, 1995
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Jostens, Inc. in
connection with the solicitation by the Board of Directors of the company of
proxies for use at the Annual Meeting of Shareholders to be held Thursday,
October 26, 1995, at 10 a.m. local time, and at all adjournments thereof, for
the purposes set forth in the Notice of Annual Meeting of Shareholders.
A proxy may be revoked by the person giving it at any time before it is used
at the Annual Meeting. A proxy may be revoked by filing a revoking instrument
with the secretary of the company, by submitting a duly executed proxy bearing
a later date or by attending the Annual Meeting and voting in person.
Any proxy received pursuant to this solicitation will be voted at the Annual
Meeting as specified by the shareholder. A proxy signed by the shareholder that
lacks any such specification will be voted in favor of the proposals set forth
in the Notice of Annual Meeting of Shareholders and in favor of the election of
the nominees for director listed in this Proxy Statement. A proxy in which
authority is withheld for the election of a nominee for director or voted as
abstaining on any of the other proposals will be treated as shares present and
entitled to vote that were not cast in favor of a particular matter, and will
be counted as votes against that matter. Shares represented by a proxy card,
including any broker non-votes on a matter, will be treated as shares not
entitled to vote on that matter and will not be counted in determining whether
that matter has been approved.
The cost of solicitation will be borne by the company. Proxies will be
solicited primarily by mail. Morrow & Co., Inc., New York, N.Y. has been
retained to assist in the distribution of proxies at an estimated fee of $5,500
plus expenses. Directors, officers and employees of the company may solicit
proxies in person, by telephone, by telegram or by facsimile. The company may
reimburse brokerage firms and others for expenses incurred in forwarding proxy
materials to the beneficial owners of the company's common stock.
This Proxy Statement and the enclosed form of proxy are first being mailed to
Jostens shareholders on September 21, 1995.
OUTSTANDING SHARES
Only shareholders of record at the close of business September 6, 1995, are
entitled to vote at the Annual Meeting. On September 6, 1995, the company had
45,571,855 outstanding shares of common stock, each such share entitling the
holder thereof to one vote on each matter to be voted on at the Annual Meeting.
Holders
1
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of shares of common stock are not entitled to cumulative voting rights.
Representation in person or by proxy of a majority of the shares outstanding is
required to constitute a quorum.
The following table sets forth certain information concerning persons known
to the company to be the beneficial owner of more than five percent of the
company's common stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENT OF CLASS
---------------- ------------------ ----------------
<S> <C> <C>
The Capital Group Companies, Inc. 5,421,250(/1/) 11.9%
333 South Hope Street
Los Angeles, CA 90071
FMR Corporation 3,403,506(/2/) 7.5%
82 Devonshire Street
Boston, MA 02109
State Farm Mutual Automobile 2,781,126(/3/) 6.1%
Insurance Company
One State Farm Plaza
Bloomington, IL 61710
</TABLE>
---------------------
(1) According to the Form 13G filed as of December 31, 1994, this entity had
sole dispositive power over all of the shares set forth above opposite its
name. Capital Guardian Trust Company and Capital Research and Management
Company, operating subsidiaries of The Capital Group Companies, Inc.,
exercised as of December 31, 1994, investment discretion with respect to
3,221,250 and 2,200,000 shares, respectively, or a combined total of 11.9%
of the outstanding stock, which was owned by various institutional
investors.
(2) According to the Form 13G filed as of June 30, 1995, this entity had sole
voting or dispositive power over all of the shares set forth above opposite
its name.
(3) According to the Form 13G filed as of December 31, 1994, this entity had
sole voting or dispositive power over all of the shares set forth above
opposite its name.
ELECTION OF DIRECTORS
NOMINATION
The company's Articles of Incorporation currently provide that the Board of
Directors shall consist of not less than five nor more than 15 members, which
number shall be fixed from time to time by resolution of the Board and shall be
divided into three classes of as nearly equal size as possible. The standard
term of each class is three years and the term of one class expires each year
in rotation. The company has established a retirement age for directors of 70
years old. The Board presently consists of six members. At the Annual Meeting,
the terms of two current directors will expire.
The Board has determined that there will be seven directors of the company
for the ensuing year or until such time as the number of directors may be
changed by the Board. The Board of Directors has designated Robert C.
Buhrmaster and Jack W. Eugster as nominees for election to three-year terms
ending in 1998 or until their successors are duly elected and qualified. In
accordance with the retirement policy for directors, the Board has nominated
Robert P. Jensen to serve as a director for a one-year term ending in 1996.
Messrs. Buhrmaster and Jensen are currently directors of the company. The Board
has no reason to believe that any nominee will be unable to serve if elected.
If, prior to the Annual Meeting, the Board should learn that any nominee will
be unable to serve by reason of death, incapacity or other unexpected
occurrence,
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the proxies that would have been voted for such nominee will be voted for a
substitute nominee as selected by the Board.
Jack W. Eugster is Chairman, President and Chief Executive Officer of The
Musicland Group, Inc. He has been with The Musicland Group, Inc. since June
1980. He is also a director of Damark, Inc., Donaldson Co. Inc., Midwest
Resources Company, and ShopKo Stores.
The following information has been furnished to the company by the respective
directors and nominees. Except as otherwise stated, each of the directors and
nominees has held his or her present occupation for the past five years. Set
forth below each individual's name is the year during which such director's
term expires.
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS AGE SINCE
-------------------------------------------- --- --------
<S> <C> <C>
[PHOTO] Lilyan H. Affinito, until 1991, served as Vice 64 1987
Chairman of the Board of Maxxam Group, Inc., a
forest products, real estate management and
development and integrated aluminum production
company. She previously served as President and
Chief Operations Officer of Maxxam Group. She is a
director of Kmart Corporation; Caterpillar, Inc.;
Chrysler Corporation; New York Telephone Company;
New England Telephone Company; Tambrands, Inc.; and
Lillian Vernon Corp.
</TABLE>
Lilyan H. Affinito
(1996)
<TABLE>
<S> <C> <C>
[PHOTO] William A. Andres, prior to his retirement in 1985, 69 1985
served as Chairman of the Board and Chief Executive
Officer of the Dayton Hudson Corporation, a diversified
national retail company. He is a director of
International Multifoods; Lowe's Companies, Inc.; Scott
Paper Company; The St. Paul Companies; and Hannaford
Bros. Co.
</TABLE>
William A. Andres
(1997)
<TABLE>
<S> <C> <C>
[PHOTO] Robert C. Buhrmaster is the President and Chief 48 1993
Executive Officer of the company. Mr. Buhrmaster joined
Jostens in December 1992 as Executive Vice President and
Chief Staff Officer. He was named President and Chief
Operating Officer in June 1993 and was named to his
current position in March 1994. Prior to joining the
company, Mr. Buhrmaster was with Corning, Inc. for 18
years, most recently as Senior Vice President of
Strategy and Business Development. He is a director of
Marietta Corporation.
</TABLE>
Robert C. Buhrmaster
(nominee)
3
<PAGE>
<TABLE>
<S> <C> <C>
[PHOTO] Jack W. Eugster is Chairman, President and Chief 49 --
Executive Officer of The Musicland Group, Inc. He has
been with The Musicland Group, Inc. since June 1980. He
is also a director of Damark, Inc., Donaldson Co. Inc.,
Midwest Resources Company, and ShopKo Stores.
</TABLE>
Jack W. Eugster
(nominee)
<TABLE>
<S> <C> <C>
[PHOTO] Mannie L. Jackson is Chairman of Harlem Globetrotters, 56 1994
Inc. Until December 1, 1994, he was Senior Vice
President-Corporate Marketing and Administration of
Honeywell Inc., a manufacturer of control systems. He
was with Honeywell since 1968, serving in a variety of
executive capacities. He is a director of Stanley
Products; Ashland Oil Corporation; and Martech Controls
South Africa.
</TABLE>
Mannie L. Jackson
(1997)
<TABLE>
<S> <C> <C>
[PHOTO] Robert P. Jensen is a private investor. He previously 69 1980
served as Chairman and Chief Executive Officer of G.K.
Technologies, Inc.; Tiger International, Inc.; and E.F.
Hutton LBO, Inc. He is a trustee of the Aerospace
Corporation.
</TABLE>
Robert P. Jensen
(nominee)
<TABLE>
<S> <C> <C>
[PHOTO] John W. Stodder is Vice Chairman of the Board of 72 1974
Jostens and is an Independent Corporate Finance 1959-
Consultant. He is a director of Talley Industries, 1969
Inc.; Stevens International, Inc. and TransLeasing
International, Inc.
</TABLE>
John W. Stodder
(1996)
4
<PAGE>
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
Committees. The business and affairs of the company are managed under the
direction of the Board of Directors, which met 10 times during the fiscal year
ended June 30, 1995. The Board maintains an Audit Committee, an Executive
Committee and a Compensation Committee. The Board does not maintain a
nominating committee, but instead the Board as a whole determines the nominees
for director based on a slate recommended by the Executive Committee. The Board
will consider nominees recommended by shareholders. During fiscal year 1995, no
director attended fewer than 85 percent of the aggregate number of meetings of
the Board or the committees of which such director is a member.
The Audit Committee presently consists exclusively of all Board members who
are not present or past employees of the company or any of its subsidiaries.
The committee, along with other duties, reviews the company's financial and
accounting practices and procedures, the scope and results of the annual audit
performed by the company's independent auditors and the professional services
provided by such auditors. The Audit Committee met six times during fiscal year
1995.
The Compensation Committee presently consists of directors Andres, Stodder
and Affinito. The committee, along with other duties, reviews, evaluates and
approves the various levels and forms of compensation for key management and
officers of the company. In addition, the committee administers the company's
stock option plans. The Compensation Committee met five times during fiscal
year 1995.
The Executive Committee presently consists of all Board members. The
committee charter permits it to exercise most of the powers of the Board of
Directors during intervals between regular meetings of the full Board. The
Executive Committee met one time during fiscal year 1995.
The Board established a special committee consisting of directors Jensen and
Buhrmaster to review, evaluate and approve the terms and conditions of relating
to the sale of Jostens Learning Corporation. This special committee met five
times during fiscal year 1995.
Directors' Fees. An annual retainer of $22,000 is paid to those members of
the Board of Directors who are not present or past employees of the company.
Pursuant to the company's 1992 Stock Incentive Plan, each non-employee director
automatically is granted, as of the date of each annual meeting of
shareholders, a non-qualified option to purchase 1,000 shares of the company's
common stock at the then-current market value. In addition, non-employee
directors receive $1,000 for each Board or Committee meeting attended and $500
for each telephone meeting. The Chair of each Board committee is entitled to an
additional $2,000 per year.
Under the company's Directors Deferred Compensation Plan, a non-employee
director may elect to receive his or her fees currently in the form of either
cash or company stock or to defer such fees in an interest-bearing account
and/or a company share equivalent account. The interest-bearing account accrues
interest at a rate equivalent to the seven-year U.S. Treasury Note rate plus
one percentage point. Deferred compensation in the share equivalent account is
treated as though it were invested in company stock with such account credited
for dividend equivalents and adjusted to reflect share ownership changes
resulting from events such as a stock split or recapitalization. Participants
will have no voting rights with respect to the share equivalent account until
shares are distributed. Upon termination of service as a director, a
participant may elect to receive the balance in his or her account (in the form
of cash or shares, as the case may be) either in a lump sum or in installments.
Upon a change in control of the company, participants will receive the balance
in their accounts in a lump sum.
5
<PAGE>
Each non-employee director who has served as a director for at least five
years and is at least 55 years old, upon retirement from service as a director
may elect to enter into a consulting agreement with the company. The retired
director will be paid an annual fee equal to the then current annual retainer
for active directors for providing consulting advice and services as requested
by the company. The agreement normally extends no longer than the number of
years the retired director served on the board and only so long as the retired
director does not make a major investment in, become employed by or provide
services of any kind to a competitor of the company.
Director Jensen serves as Chairman of the Board of Directors and of the
Executive Committee of the Board. Since these positions require Mr. Jensen to
be the key interface between the Board of Directors and the company's
management, the Board of Directors has entered into a consulting arrangement
with Mr. Jensen to pay him an additional fee of $25,000 per month. For each of
the fiscal years 1995, 1994 and 1993, respectively, Mr. Jensen received an
aggregate cash compensation as follows: $326,000, $358,000, and $41,500. All
compensation paid in fiscal year 1993 was received as part of the standard
compensation for services as a Board member; the compensation for fiscal years
1994 and 1995 is attributable to Mr. Jensen's service as Chairman. In addition,
pursuant to the company's stock option plans (as part of the standard
compensation for all non-employee directors), Mr. Jensen has received a grant
on the date of the annual meeting of shareholders of an option to purchase
1,000 shares of the company's common stock, which vest at the rate of 25
percent per year and expire 10 years after the date of grant at the following
exercise prices during fiscal years 1995, 1994 and 1993, respectively: $23.25,
$19.00, and $27.25.
SHARES HELD BY DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES OWNED BENEFICIALLY
AS OF SEPTEMBER 6,
NAME 1995(/1/)(/2/)
---- --------------------------------
<S> <C>
Lilyan H. Affinito(/3/) 14,204
William A. Andres(/3/) 13,294
Robert C. Buhrmaster 89,298
Jack W. Eugster 1,000
Orville E. Fisher Jr. 105,152
Mannie L. Jackson(/3/) 1,941
Robert P. Jensen 8,968
John L. Jones 43,203
Trudy A. Rautio 10,241
Charles W. Schmid 12,396
John W. Stodder(/4/) 14,560
All present directors and executive officers
as a group (15 members) 363,701
</TABLE>
---------------------
(1) Unless otherwise noted, each person and group identified possesses sole
voting and investment power with respect to the shares shown opposite such
person's or group's name. Shares not outstanding but deemed beneficially
owned by virtue of the right of an individual to acquire them within 60
days are treated as outstanding only when determining the amount and
percent owned by such individual or group. All amounts shown reflect less
than 1 percent of the outstanding shares.
(2) Includes the following number of shares which may be acquired by the named
persons or group within 60 days upon the exercise of options: Ms. Affinito,
5,500 shares; Mr. Andres, 5,500 shares; Mr. Buhrmaster, 55,000 shares; Mr.
Fisher, 85,628 shares; Mr. Jackson, 250 shares; Mr. Jensen, 5,500 shares;
6
<PAGE>
Mr. Jones, 33,125 shares; Ms. Rautio, 4,375 shares; Mr. Schmid, 5,000
shares; Mr. Stodder, 5,500 shares; and all directors and executive officers
as a group, 236,128 shares. Also includes the following number of restricted
shares held subject to forfeiture: Mr. Buhrmaster, 18,070 shares; Mr.
Fisher, 5,356 shares; Mr. Jones, 5,356 shares; Ms. Rautio, 5,356 shares; and
Mr. Schmid, 5,356 shares; and all directors and executive officers as a
group, 54,150 shares.
(3) Includes the following number of shares held for the account of the named
director participating in the Directors Deferred Compensation Plan: Ms.
Affinito, 7,904 shares; Mr. Andres, 5,794 shares; and Mr. Jackson, 1,691
shares.
(4) Shares voting and investment power with his spouse with respect to these
shares.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
TO JOSTENS, INC. STOCKHOLDERS:
The Compensation Committee of the Jostens Board of Directors has the
responsibility to establish and carry out the executive compensation philosophy
and programs of your company and to report to you the compensation decisions
and actions taken during the past fiscal year. This report discusses the
Committee's work in establishing executive compensation for the chief executive
officer and executive officers of the company. Our report is organized as
follows:
1. Philosophy.
2. Role of Our Committee.
3. Objectives of Executive Compensation.
4. Elements of the Executive Compensation Program.
5. Fiscal Year 1995 Compensation Decisions Relating to the CEO.
PHILOSOPHY
The Board of Directors has established a compensation philosophy and programs
that support and reinforce growth in shareholder value. Jostens recognizes and
rewards its employees for individual, team and overall company performance.
Jostens provides a competitive total compensation program that delivers premium
rewards for superior performance and below-competitive rewards for performance
that fails to meet our standards. Beyond structuring base salary and benefits
to be competitive in order to attract and retain well-qualified executives, our
philosophy is to strongly tie compensation to company performance by placing a
significant part of the executive officers' compensation at risk.
ROLE OF THE COMPENSATION COMMITTEE
As the Jostens Compensation Committee, we have the responsibility to apply
this philosophy to all aspects of the executive compensation program. Our
Committee consists exclusively of outside independent Board members and is
responsible for administering Jostens' executive compensation program. We have
independent access to and use of outside executive compensation consultants on
matters of plan design, administration and reviewing competitiveness.
OBJECTIVES OF EXECUTIVE COMPENSATION
When applying Jostens' compensation philosophy to the executive officers of
your company, we aim to:
. Motivate sustained superior financial and stock return performance of the
company.
. Create a strong and direct link between company performance, increased
shareholder value and compensation of the company's key executives.
. Closely align the interests of management and shareholders by requiring
stock ownership by the executive officers.
. Recognize overall company performance and the value contributed by
individuals to company performance.
. Provide a total compensation program that is market competitive and will
help ensure that the company continues to be managed by talented,
results-oriented individuals.
8
<PAGE>
We directly link key executive officer compensation to your company's stock
performance and achievement of other long and short term performance goals and
objectives. Over 60 percent of an executive officer's targeted total
compensation is "at risk." If company performance targets are not achieved,
bonus and incentive awards are significantly reduced or not paid at all. If
performance targets are met or surpassed, shareholder value should increase and
executive officer performance-based compensation increases commensurate with
the company's performance.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
To achieve our executive compensation objectives, we structure compensation
packages that recognize the executive's current performance while maintaining
long-term orientation. The program we established consists of base salary, an
annual bonus and long-term incentives in the form of stock options and
restricted stock. While we establish the elements and targets for compensation,
individual and corporate performance drive the actual compensation paid.
Performance-based incentive compensation (all pay other than salary) comprises
over 60 percent of the compensation opportunity and is tied to your company's
short and long term earnings and stock performance. Unless both earnings and
stock performance objectives are met, executive officers fail to earn their
total compensation potential.
We emphasize performance-based compensation to put executive officers in a
similar position as you, the owners of the company, by putting significant
compensation opportunities at risk. The company has a deposit share program
that requires executives to invest in the company through their ownership of
company common stock. Executive officers who are granted stock options must own
shares of common stock equal to 10 percent of the number of shares underlying
each grant of stock options they receive. Executive officers must hold the
common stock they own for at least one year longer than the stock option
vesting period. This requirement is ongoing and will apply to future stock
option grants for executive officers. In fiscal year 1995, we expanded this
program to apply to other Jostens managers who are eligible for annual stock
option grants.
We target TOTAL COMPENSATION for executive officers at levels that reflect
total compensation offered by companies of similar size in general industry.
The comparison companies we use to determine appropriate executive compensation
levels are not the same companies included in the peer group performance graph
in this Proxy Statement, because the peer group index includes companies with
revenues greater than Jostens and companies with differing management
challenges.
We establish BASE SALARIES of executive officers that are competitive with
the market median for similar positions in other companies of similar size in
general industry. Increases to executive officer base salary depend primarily
on individual performance and the executive officer's contribution and future
growth potential as well as company performance and competitive market rates.
We establish ANNUAL BONUS targets as a percentage of base salary and tie
payouts to achievement of business objectives. Annual bonus awards are paid to
operating officers for the achievement of total corporate and individual
operating unit financial performance and key business initiatives. Annual bonus
awards for staff officers are tied to achievement of total corporate financial
performance and key strategic initiatives.
LONG-TERM INCENTIVE COMPENSATION for executive officers consists of stock
option grants and performance share unit grants payable in restricted stock
that are market competitive. We approve all grants of stock options, restricted
stock and performance share units. In fiscal year 1995, a new long-term
incentive program, the Special Equity Performance Program (SEPP), was
introduced to replace the former Long Term Performance Award Plan (LTPAP).
Current executives who were eligible for payment under LTPAP waived
9
<PAGE>
their participation rights as a condition for inclusion in the new SEPP. The
SEPP directly links long-term executive incentive compensation to the company's
long range financial goals for fiscal years 1995, 1996 and 1997. The plan was
designed to focus executive attention on achieving and exceeding the company's
historical earnings level.
There are two elements to the new program. The stock options granted under
SEPP are in place of grants that would have been made over the three-year
period that includes fiscal years 1995, 1996 and 1997. The terms of all company
stock option plans require that the exercise price of stock options be at least
the fair market value on the date of grant. The performance shares also
represent a three-year long-term incentive opportunity and are earned based on
the company's earnings performance over the same 1995-1997 period. Annual
earnings goals have been established as the basis for earning the performance
share units. Once earned, the performance share units are converted to
restricted stock subject to an additional two-year vesting requirement. These
shares of restricted stock, once earned, may be included in stock ownership for
the deposit share program.
FISCAL YEAR 1995 COMPENSATION DECISIONS RELATING TO THE CEO
The company achieved the financial performance targets we established for
fiscal year 1995, and performed above target in a number of business units. The
decisions we made regarding each compensation element for your company's
executive officers are in line with the company's performance results.
CEO Evaluation:
Chief Executive Officer Robert C. Buhrmaster's fiscal year 1995 performance
was reviewed by the independent Directors as established in the CEO Evaluation
Process adopted by the Board of Directors in 1995. The independent Directors of
the Board completed a formal evaluation of the CEO's fiscal year 1995
performance.
Based on Mr. Buhrmaster's achievement of fiscal year 1995 performance goals,
we set his base salary at $500,000 per year, effective September 1, 1995. This
new salary is market-competitive for CEOs of similar sized companies in general
industry. The Board also approved a 1995 bonus of $237,500 to Mr. Buhrmaster
for achieving the company's fiscal year 1995 earnings goal and key business
objectives. This bonus is 50 percent of Mr. Buhrmaster's base salary as of June
30, 1995.
As a participant in SEPP in fiscal year 1995, Mr. Buhrmaster was granted
72,000 performance shares and options to purchase 216,000 shares of company
common stock. The number of shares for these grants was based on the market
competitive information for long term incentive compensation of CEO's in
similar sized companies. As a result of fiscal year 1995 performance, Mr.
Buhrmaster earned 16,070 shares of restricted stock (included in the
performance share grants noted above), which represents 100.4 percent of the
target number of performance share units that he could have earned for fiscal
year 1995.
While the Compensation Committee does not anticipate that compensation paid
by the company to any executive officer of the company during the current year
or in the near-term fiscal year will exceed $1 million, it is the intent of the
Committee to evaluate the company's compensation plans and programs on an
ongoing basis in view of the Internal Revenue Code of 1986 as amended in
Section 162(m) limitations. This legislation and proposed regulations limit the
ability of a publicly held corporation to deduct annual compensation in excess
of $1 million paid to certain highly compensated executive officers, unless
such compensation is contingent on the attainment of pre-established
performance goals based on business criteria and a maximum
10
<PAGE>
compensation amount disclosed to and approved by the stockholders. The
Committee presently is not amending its compensation plans or programs.
SUMMARY
We believe it is essential to attract and retain well-qualified, highly
motivated executives who are committed to successfully managing your company.
The quality and motivation of the Jostens executive leadership team are two of
the most crucial factors impacting the company's long-term success. We believe
that recognizing and rewarding individual and group achievement related to your
company's performance is very important in reinforcing our beliefs AND in
advancing the long-term interests of you, the shareholder. We also believe that
the executive compensation actions we have taken are consistent with our
philosophy and objectives for the executive compensation program. As we move
forward, we will continue to link company performance to executive rewards and
to emphasize stock ownership as key components of the Jostens executive
compensation program.
RESPECTFULLY SUBMITTED,
Members of the Compensation
Committee:
William A. Andres, Chair
Lilyan H. Affinito
John W. Stodder
11
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the company and the four most highly compensated executive officers of the
company in fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ----------------------------------
LONG-TERM
OTHER ANNUAL SECURITIES RESTRICTED INCENTIVE ALL OTHER
NAME AND COMPENSA- UNDERLYING STOCK PLAN COMPENSA-
PRINCIPAL POSITION YEAR SALARY(/1/) ($) BONUS(/2/) ($) TION(/3/) ($) OPTIONS (#) AWARDS ($) PAYOUTS ($) TION ($)
------------------ ---- --------------- -------------- ------------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert C. Buhrmaster, 1995 470,833 237,500 80,104 216,000 341,488 0 0
President and Chief 1994 363,726 100,000 25,109 150,000 0 0 0
Executive Officer(/4/) 1993 166,250 64,125 6,281 35,000 110,000 0 0
Charles W. Schmid, 1995 254,340 114,844 16,653 72,000 113,815 0 0
Executive Vice President 1994 58,814 8,750 2,700 20,000 0 0 0
and General Manager(/5/) 1993 N/A N/A N/A N/A N/A N/A N/A
John L. Jones, 1995 227,474 101,787 25,570 72,000 113,815 0 0
Senior Vice 1994 217,897 30,819 17,962 15,500 0 0 0
President--Human 1993 205,583 21,705 20,450 26,000 0 0 1,196
Resources
Orville E. Fisher Jr., 1995 220,696 100,107 20,261 72,000 113,815 0 11,196
Senior Vice President, 1994 209,057 37,077 14,855 19,500 0 0 11,196
General Counsel and 1993 204,867 20,670 17,890 13,000 0 0 12,871
Secretary(/6/)
Trudy A. Rautio, Senior 1995 189,708 90,000 10,826 72,000 113,815 0 0
Vice President and Chief 1994 161,545 49,500 11,554 10,000 0 0 0
Financial Officer(/7/) 1993 12,750 50,000 0 0 0 0 0
</TABLE>
---------------------
(1) In accordance with company practice for certain managers in fiscal year
1993, some executive officers chose to receive annual salary increases in a
lump sum rather than spread over the year.
(2) Includes bonuses paid in August of each year for the prior fiscal year.
(3) Includes the amounts indicated after each officers' name for the following
items (a) automobile, (b) financial planning, and (c) club dues for fiscal
year 1995: Mr. Buhrmaster: $10,777, $10,000 and $56,401; Mr. Schmid:
$10,881, $0 and $5,606; Mr. Jones: $10,075, $7,500 and $5,287; Mr. Fisher:
$11,348, $1,365 and $4,243; and Ms. Rautio: $8,075, $787 and $1,442; for
fiscal year 1994: Mr. Buhrmaster: $11,100, $10,000 and $0; Mr. Schmid: $0,
$0 and $0; Mr. Jones: $8,908, $0 and $7,616; Mr. Fisher: $7,750, $850 and
$4,676; and Ms. Rautio: $8,369, $2,575 and $0; and for fiscal year 1993:
Mr. Buhrmaster: $4,200, $0 and $0; Mr. Schmid: $0, $2,700 and $0; Mr.
Jones: $7,750, $0 and $7,800; Mr. Fisher: $7,750, $2,700 and $4,327; and
Ms. Rautio: $0, $0 and $0.
12
<PAGE>
(4) Mr. Buhrmaster was appointed Chief Executive Officer on March 10, 1994. He
joined the company in December 1992 and was named President and Chief
Operating Officer in June 1993.
(5) Mr. Schmid joined the company in April 1994.
(6) All Other Compensation includes life insurance premiums on the life of Mr.
Fisher paid by the company in the fiscal year indicated for the Executive
Supplemental Retirement Plan. The Executive Supplemental Retirement Plan
was established in 1986 and is funded through a life insurance policy
purchased on each individual. The insurance proceeds are assigned to the
company to reimburse it for the cost of the premiums paid. There is no
substantial net cost to the company for this plan.
(7) Ms. Rautio joined the company in June 1993.
OPTION GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM(/1/)
------------------------------------ ------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF
UNDERLYING TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
NAME (#) FISCAL YEAR ($/SHARE) DATE(/2/) 0% ($29.626/SHARE) ($47.175/SHARE)
---- ---------- ------------- ----------- ---------- --- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert C. Buhrmaster.... 216,000 23.2 18.188 9/27/05 0 $ 2,470,608 $ 6,261,192
Charles W. Schmid....... 72,000 7.7 18.188 9/27/05 0 823,536 2,087,064
John L. Jones........... 72,000 7.7 18.188 9/27/05 0 823,536 2,087,064
Orville E. Fisher Jr.... 72,000 7.7 18.188 9/27/05 0 823,536 2,087,064
Trudy Rautio............ 30,240 3.2 18.188 9/27/05 0 345,885 876,567
41,760 4.5 17.188 10/27/05 0 451,383(/3/) 1,143,932(/3/)
All Shareholders(/4/)... N/A N/A N/A N/A 0 521,250,877 1,320,991,360
</TABLE>
---------------------
(1) The "potential realizable value" shown is the potential gain on the last
day the option remains exercisable. This value will be achieved only if the
options have been held for the full 10 years and the stock price has
appreciated at the assumed rate. For the named executive officers, the
value is calculated from the option price per share of fiscal year 1995
granted options. For all shareholders, the gain is calculated from the
closing price of the common stock on September 27, 1994, based on the
number of outstanding shares of common stock on that date. Potential
realizable value is listed for illustration only. The values disclosed are
not intended to be and should not be interpreted as representations or
projections of future value of company stock or of the stock price.
(2) These options were granted under the Special Equity Performance Plan
discussed below under the caption "Long-Term Incentive Plan Awards." The
options become exercisable on a cumulative basis as follows: 17 percent on
September 27, 1997; 33 percent on September 27, 1998; and 50 percent on
September 27, 1999, so long as employment with the company or any of its
subsidiaries continues. To the extent not already exercisable, the options
generally become exercisable upon the change in control of the company. A
change of control as defined in the 1992 Stock Incentive Plan occurs upon
the sale of substantially all of the assets of the company or other change
of control event would be required to be disclosed under federal securities
laws. The exercise price may be paid in cash, in shares of stock or
pursuant to a cashless exercise procedure under which the optionee
instructs a brokerage firm to sell the
13
<PAGE>
purchased shares and remit to the company out of the proceeds an amount
equal to the exercise price plus all applicable withholding taxes.
(3) Terminal value of one share at an assumed appreciation rate of 5 percent
and 10 percent annually is $27.997 and $44.581, respectively.
(4) Shown for comparative purposes only. The amounts indicate the increase in
the value of the company stock if the stock price appreciates at the rates
assumed in the table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS AT FISCAL YEAR THE-MONEY OPTIONS AT
ACQUIRED END FISCAL YEAR END(/1/)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Buhrmaster.... 0 0 55,000 346,000 $131,125 $1,054,767
Charles W. Schmid....... 0 0 5,000 87,000 23,450 290,814
John L. Jones........... 0 0 26,625 99,875 13,059 259,640
Orville E. Fisher Jr.... 0 0 82,378 96,375 185,753 269,750
Trudy A. Rautio......... 0 0 2,500 79,500 4,216 274,871
</TABLE>
--------------------
(1) Based on a closing price of $21.25 on June 30, 1995.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL YEAR 1995
The following table provides information concerning awards made during the
last fiscal year to the individuals named in the Summary Compensation Table
under the company's Special Equity Performance Plan. The plan provides that
one-third of the shares will be awarded (as restricted stock subject to
forfeiture for an additional two years after the performance period, based on
continued employment) upon the attainment of corporate earnings goals for each
fiscal year covered by the three-year plan. The number of shares of restricted
stock is reduced from the target listed below for earnings between 90 and 100
percent of target. If the company does not achieve 90 percent of the targeted
earnings in a fiscal year, no restricted stock award will be made. If the
company achieves earnings in excess of the target, the number of shares of
restricted stock earned will be increased up to the maximum listed below. Any
restricted stock awarded under the plan will be reported in the Summary
Compensation Table in the year awarded. The executive officers will be entitled
to dividends paid on and to vote the shares of restricted stock. The amounts
shown in the table are for illustration only and should not be construed as
payouts for the executives listed. In the event an executive officer's
employment is terminated for any reason before a performance target is
achieved, the executive officer will not receive any further restricted stock
under the Special Equity Performance Plan.
As part of the adoption of the three-year Special Equity Performance Plan,
certain officers, including the officers named in the Summary Compensation
Table, were granted stock options for the entire three-year
14
<PAGE>
period. In addition, all current officers waived any rights they had under the
previous long-term Performance Award Plan as a condition to participate in the
Special Equity Performance Plan.
<TABLE>
<CAPTION>
NUMBER OF THRESHOLD TARGET
PERFORMANCE PERFORMANCE NUMBER OF NUMBER MAXIMUM NUMBER
NAME SHARE UNITS PERIOD SHARES OF SHARES OF SHARES(/1/)
---- ----------- ----------- --------- --------- --------------
<S> <C> <C> <C> <C> <C>
Robert C. Buhrmaster.... 48000 1995 8000 16000 17600
1996 8000 16000 17600
1997 8000 16000 16000
Charles W. Schmid....... 16000 1995 2667 5333 5867
1996 2667 5333 5867
1997 2667 5334 5334
John L. Jones........... 16000 1995 2667 5333 5867
1996 2667 5333 5867
1997 2667 5334 5334
Orville E. Fisher Jr.... 16000 1995 2667 5333 5867
1996 2667 5333 5867
1997 2667 5334 5334
Trudy A. Rautio......... 16000 1995 2667 5333 5867
1996 2667 5333 5867
1997 2667 5334 5334
</TABLE>
---------------------
(1) Maximum cumulative number of restricted shares received is limited to the
total number performance share units initially granted.
JOSTENS RETIREMENT PLANS
The company maintains a non-contributory pension plan, Pension Plan "D" (Plan
D), that provides benefits for substantially all salaried employees (not
including employees of Jostens Learning Corporation). Retirement income
benefits are based upon a participant's highest average annual cash
compensation (base salary plus annual bonus, if any) during any five
consecutive calendar years, years of credited service (to a maximum of 35
years), and the Social Security covered compensation table in effect at
termination.
The company also maintains an unfunded supplemental retirement plan that
gives additional credit under Plan D for years of service as a company sales
representative to those salespersons who were hired as employees of the company
prior to October 1, 1991. In addition, benefits specified in Plan D may exceed
the level of benefits that may be paid from a tax qualified plan under the
Internal Revenue Code of 1986, as amended. The benefits up to IRS limits are
paid from Plan D and benefits in excess, to the extent they could have been
earned in Plan D, are paid from the unfunded supplemental plan.
15
<PAGE>
The following table illustrates a reasonable estimate of the annual benefits
under Pension Plan D and the supplemental plan payable to employees, including
officers, under these plans. The table does not take into account transition
rule provisions of the plan for employees who were participants on June 30,
1988.
<TABLE>
<CAPTION>
PROJECTED ANNUAL BENEFIT AT
NORMAL RETIREMENT AT AGE 65(1)
-----------------------------------------------------------------------
FINAL ANNUAL YEARS OF SERVICE AT RETIREMENT(2)
AVERAGE -----------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$150,000 $ 28,600 $ 38,200 $ 47,700 $ 57,200 $ 66,800
200,000 39,900 53,200 66,400 79,700 93,000
300,000 62,400 83,200 103,900 124,700 145,500
400,000 84,900 113,200 141,400 169,700 198,000
500,000 107,400 143,200 178,900 214,700 250,500
600,000 129,900 173,200 216,400 259,700 303,000
700,000 152,400 203,200 253,900 304,700 355,500
800,000 174,900 233,200 291,400 349,700 408,000
900,000 197,400 263,200 328,900 394,700 460,500
950,000 208,600 278,200 347,700 417,200 486,800
</TABLE>
---------------------
(1) The projected benefits shown in the table are payable in the form of a
monthly benefit for life upon retirement at age 65.
(2) The following individuals named in the Summary Compensation Table have the
respective number of years of service under Plan D: Mr. Buhrmaster, 3
years; Mr. Schmid, 1 year; Mr. Jones, 4 years; Mr. Fisher, 20 years; and
Ms. Rautio, 2 years.
The company also maintains a non-contributory supplemental pension plan for
corporate vice presidents. Under the plan, vice presidents who retire after age
55 with at least seven years of service as a corporate vice president are
eligible for a benefit equal to 1 percent of final salary for each year of
service, up to a maximum of 30 percent. Only service after age 30 is recognized
in the plan. The calculation of benefits is frozen at the levels reached at age
60. For purposes of this plan, Mr. Jones will be eligible to receive benefits
under this plan if he has five years of service at age 60, but the maximum
benefit he may receive is limited to 5 percent of his salary at age 60. Mr.
Schmid will be eligible for benefits under this plan if he has at least five
years of service at retirement. Mr. Fisher also eligible for benefits under the
old vesting rules in effect prior to 1995, which required attainment of age 50,
15 years of service and eight years of service as a corporate vice president.
If they continue in their current positions at their current levels of
compensation and retire at age 60, the estimated total annual pension amounts
from this plan for Messrs. Buhrmaster, Schmid, Jones, Fisher and Ms. Rautio
would be $69,825, $21,437, $11,447, $62,956 and $38,800, respectively.
16
<PAGE>
PERFORMANCE GRAPH
Set forth below is a performance graph showing the company's total return to
shareholders the last five fiscal years as compared to the S&P 500 Index and
the S&P Miscellaneous Sub-Index, of which the company is part. The returns are
based on an assumed investment of $100 on July 1, 1990, in the company's common
stock and both of the indexes, with all dividends reinvested.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG [JOSTENS, INC.], S&P 500 INDEX AND PEER GROUP
<CAPTION>
Measurement Period JOSTENS, S&P
(Fiscal Year Covered) INC. 500 INDEX PEER GROUP
------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
06/90 $100 $100 $100
FYE 06/91 $118 $107 $106
FYE 06/92 $ 97 $122 $121
FYE 06/93 $ 79 $138 $143
FYE 06/94 $ 69 $140 $149
FYE 06/95 $ 95 $177 $175
</TABLE>
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The company's executive officers and directors are required under the
Securities and Exchange Act of 1934 to file reports of ownership and changes in
ownership of common stock of the company with the Securities Exchange
Commission and the New York Stock Exchange. Copies of these reports must also
be furnished to the company. Based solely on a review of the copies of the
reports furnished to the company and written representations that no other
reports were required, the company believes that all filing requirements
applicable to executive officers and directors have been complied with except
for: John L. Jones, Senior Vice President-Human Resources, and Antonio E.W.
Sago, former Vice President and General Manager-Canada and U.S. Photo, each of
whom filed a late Form 4 (statement of changes in beneficial ownership)
reporting the acquisition of 1,500 and 250 shares, respectively.
17
<PAGE>
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young as independent auditors to
examine the accounts of the company for the fiscal year ending June 30, 1996,
and to perform other appropriate accounting services. Although it is not
required to do so, the Board of Directors submits the appointment of Ernst &
Young to the shareholders for ratification.
The Board recommends a vote for ratification of Ernst & Young as independent
auditors for the fiscal year ending June 30, 1996. Unless a contrary choice is
specified, proxies solicited by the Board will be voted for ratification of
Ernst & Young. If the appointment of Ernst & Young is not ratified, the Board
of Directors will reconsider its appointment.
The company has requested and expects representatives of Ernst & Young to be
present at the Annual Meeting to make a statement if they so desire and to
respond to appropriate questions.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting, other than that described in this Proxy
Statement. If, however, any other matters properly come before the meeting, it
is intended that proxies solicited by the Board will be voted in accordance
with the judgment of the individual or individuals voting the proxies.
SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals intended to be presented in the proxy materials
relating to the 1996 Annual Meeting of Shareholders must be received by the
company at its principal executive offices on or before May 25, 1996.
MISCELLANEOUS
THE COMPANY WILL FURNISH UPON WRITTEN CONSENT WITHOUT CHARGE A COPY OF ITS
ANNUAL REPORT ON FORM 10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED
JUNE 30, 1995, TO EACH PERSON WHO IS A SHAREHOLDER OF THE COMPANY AS OF
SEPTEMBER 6, 1995. SUCH REQUESTS SHOULD BE SENT TO INVESTOR RELATIONS, JOSTENS,
INC., 5501 NORMAN CENTER DRIVE, MINNEAPOLIS, MINNESOTA 55437.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Orville E. Fisher, Jr.
Orville E. Fisher Jr., Secretary
September 21, 1995
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY CARD
AND RETURN IT PRIOR TO THE MEETING DATE IN THE ENCLOSED STAMPED ENVELOPE.
18
<PAGE>
RECYCLED PAPER LOGO
This Proxy Statement is printed on recycled paper.
<PAGE>
JOSTENS, INC.
5501 NORMAN CENTER DRIVE
MINNEAPOLIS, MINNESOTA 55437
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Robert C.
Buhrmaster and Orville E. Fisher, Jr., and each of them, as Proxies, each with
the power to appoint his substitute and to act without the other, and hereby
authorizes each of them to represent and to vote, as designated below, all
shares of common stock of Jostens, Inc. held of record by the undersigned on
September 6, 1995, at the Annual Meeting of Shareholders of the Company to be
held on October 26, 1995 or any adjournment thereof.
1. ELECTION OF DIRECTORS.
[_] FOR all nominees listed below
(except as marked to the contrary below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
Robert C. Buhrmaster, Jack W. Eugster (three year terms)
Robert P. Jensen (one year term)
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name on the space below)
-----------------------------------------------------------------------------
2. RATIFICATION OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 1996.
FOR [_] AGAINST [_] ABSTAIN [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
-----------------------------------------------------------------------------
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED FOR ITEM 2 ABOVE AND TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES
NAMED IN ITEM 1 ABOVE.
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: _______________________, 1995
------------------------------------
------------------------------------
(Signature)
PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED
STATES.
