<PAGE> 1
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>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
KERR GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
KERR GROUP, INC.
- --------------------------------------------------------------------------------
(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), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
KERR GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kerr
Group, Inc., a Delaware corporation (the "Company"), will be held at the Hotel
Dupont, 11th and Market Streets, Wilmington, Delaware 19801, on Tuesday, April
30, 1996 at 11:00 o'clock A.M., Eastern Daylight Time, for the following
purposes:
1. To elect two directors for the ensuing three year term; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
In accordance with the provisions of the By-Laws, the Board of Directors
has fixed the close of business on March 8, 1996, as the record date for the
determination of the holders of Common Stock entitled to notice of, and to vote
at, the Annual Meeting.
Your attention is directed to the accompanying Proxy Statement.
Stockholders who do not expect to attend the meeting in person are
requested to date, sign and mail the enclosed Proxy as promptly as possible in
the enclosed stamped envelope.
By Order of the Board of Directors
D. GORDON STRICKLAND
President and Chief
Executive Officer
Los Angeles, California
April 2, 1996
<PAGE> 3
PROXY STATEMENT
KERR GROUP, INC.
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1996
PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Kerr Group, Inc., a Delaware corporation (the "Company"). Any proxy given may
be revoked by filing with the Secretary of the Company an instrument revoking it
or a duly executed proxy bearing a later date. The Company has retained
Georgeson & Co. Inc. ("Georgeson & Co.") to assist in the solicitation of
proxies from brokers, bank nominees, institutional holders and certain
individual holders of record. Georgeson & Co. will receive a fee from the
Company of approximately $5,500 for its services, plus reimbursement for its
out-of-pocket expenses. All additional expenses of the solicitation of proxies
for the Annual Meeting, including the cost of mailing, will be borne by the
Company. In addition to the services performed by Georgeson & Co. and
solicitation by mail, officers and regular employees of the Company may solicit
proxies from stockholders by telephone, telegram or personal interview. Such
persons will receive no additional compensation for such services. In addition,
the Company and Georgeson & Co. intend to request persons holding stock in their
name or custody, or in the name of nominees, to send proxy materials to their
principals and request authority for the execution of the proxies, and the
Company will reimburse such persons for their expense in so doing.
The Company anticipates mailing proxy materials and its Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, to stockholders of record
as of March 8, 1996, on or about April 2, 1996.
OUTSTANDING VOTING STOCK
Only holders of record of the Company's Common Stock, par value $.50 per
share ("Common Stock"), at the close of business on March 8, 1996, are entitled
to vote on the matters to be presented at the Annual Meeting. The number of
shares of Common Stock outstanding on such date and entitled to vote was
3,933,095. Each such share is entitled to one vote with respect to such matters.
The holders of the Company's $1.70 Class B Cumulative Convertible Preferred
Stock, Series D, par value $.50 per share ("Convertible Preferred Stock"), will
not be entitled to vote at the meeting.
<PAGE> 4
The following table sets forth information available to the Company as of
March 8, 1996, with respect to the ownership of Common Stock by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each named executive officer designated in the
section of this Proxy Statement captioned "Executive Compensation," and (iii)
all directors and executive officers as a group. Information regarding the
beneficial ownership of Common Stock by each director and nominee for director
is set forth in the section of this Proxy Statement captioned "Election of
Directors." Except as otherwise indicated, each person named below has sole
investment and voting power with respect to the securities shown.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
BENEFICIAL SHARES
BENEFICIAL OWNER OWNERSHIP OUTSTANDING
--------------------------------------------------- ----------- -----------
<S> <C> <C>
The Gabelli Funds, Inc.
655 Third Avenue
New York, New York 1,320,659(1) 31.6%(1)
U.S. Trust Company of California, N.A.
Kerr Retirement Income Plan Trust
515 S. Flower Street, Suite 2800
Los Angeles, California 368,200(2) 9.4%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Suite 650
Santa Monica, California 277,000(3) 7.0%
Kerr Group, Inc.
1987 Employee Incentive Stock
Ownership Plan,
effective October 19, 1987
("ESOP II") Los Angeles, California 226,332(4) 5.8%
Roger W. Norian 130,639(5) 3.3%
D. Gordon Strickland 44,556(6) 1.1%
Robert S. Reeves 27,458(6) *
J. Stephen Grassbaugh 16,521(6) *
All Directors and Executive
Officers as a Group (10 in number) 273,879(7) 6.9%
</TABLE>
- ---------------
* Less than one percent.
(1) According to Amendment No. 28 to the Schedule 13D filed jointly by Gabelli
Funds, Inc., GAMCO Investors, Inc., Gabelli Performance Partnership, Gabelli
International Limited and Mario J. Gabelli (collectively, the "Gabelli
Entities") with the Securities and Exchange Commission (the "SEC") on August
2, 1995 (as amended, the "Schedule 13D"), the Gabelli Entities beneficially
owned 1,075,200 shares of Common Stock, which includes 15,000 shares of
Common Stock owned beneficially by Mr. Mario Gabelli for his own account.
Under applicable SEC rules, the Gabelli Entities are also deemed to own
beneficially an additional 245,459 shares of Common Stock which the Gabelli
Entities have the right to acquire at any time upon conversion of the
168,758 shares of Convertible Preferred Stock beneficially owned by the
Gabelli Entities.
The additional shares of Common Stock which may be acquired by the Gabelli
Entities upon such conversion, together with the 1,075,200 shares of Common
Stock indicated as beneficially owned by the Gabelli Entities and Mr. Mario
Gabelli in the table above, represent an aggregate of 1,320,659 shares, or
approximately 31.6% of the total shares of Common Stock outstanding as of
March 8, 1996, including, for this calculation only, the number of shares
of Common Stock that the Gabelli Entities have the right to
2
<PAGE> 5
acquire upon conversion of the Convertible Preferred Stock reported as
beneficially owned by them. The Schedule 13D states that the Gabelli
Entities have not acquired the shares of Common Stock for the purpose of
changing or influencing the control of the Company.
(2) U.S. Trust Company of California, N.A., Kerr Retirement Income Plan Trust
(the "Trust") filed a Schedule 13G with the SEC on February 9, 1996 stating
that it held 368,200 shares or 9.4% of the Common Stock. The Trust holds
these shares for the benefit of the participants in the Company's Retirement
Income Plan. The Schedule 13G states that the Trust has not acquired the
shares of Common Stock for the purpose of changing or influencing the
control of the Company.
(3) According to Amendment No. 8 to the Schedule 13G filed by Dimensional Fund
Advisors, Inc. ("Dimensional") with the SEC on February 9, 1996 (as amended,
the "Schedule 13G"), Dimensional, a registered investment adviser, is deemed
to have beneficial ownership of 277,000 shares or 7.0% of the Common Stock
as of December 31, 1995. Dimensional reported that it had the power to make
investment decisions regarding all shares of Common Stock owned beneficially
by it on behalf of its clients, which are unrelated and no one of whom owns
beneficially more than 5% of the outstanding shares of Common Stock. The
Schedule 13G states that Dimensional has not acquired the shares of Common
Stock for the purpose of changing or influencing the control of the Company.
Dimensional reported that it had sole voting power with respect to 170,700
shares of the Common Stock. Persons who are officers of Dimensional also
serve as officers of DFA Investment Dimensions Group Inc. ("Dimensional
Fund") and DFA Investment Trust Company ("Dimensional Trust"), each a
registered open-end investment company. Dimensional reported that in their
capacities as officers of Dimensional Fund and Dimensional Trust these
persons vote 23,000 additional shares which are owned by Dimensional Fund
and 83,300 shares which are owned by Dimensional Trust.
(4) All shares held by ESOP II are held for the benefit of participants, all of
whom are employees of the Company or its subsidiaries. Participants in ESOP
II have the power to vote such shares, but may not obtain or dispose of such
shares except under limited circumstances. As of March 8, 1996, 226,332
shares have been allocated to participants' accounts under ESOP II.
(5) Includes 7,413 shares which have been allocated for voting and all other
purposes under the Kerr Group, Inc. Employee Incentive Stock Ownership Plan,
effective March 19, 1985 ("ESOP I"), and 6,510 shares which have been
allocated for voting and all other purposes under ESOP II. Each Participant
in ESOP I and ESOP II has the power to vote the shares held for such
Participant's benefit by these Plans, but may not obtain or dispose of such
shares except under limited circumstances. Mr. Norian has sole voting power
with respect to the 13,923 shares under ESOP I and ESOP II, but no power to
obtain or dispose of such shares, except under limited circumstances.
(6) Includes, respectively for Messrs. Strickland, Reeves and Grassbaugh,
33,000, 14,000 and 7,200 shares issuable under presently exercisable stock
options held by such person. Also includes, respectively for Messrs.
Strickland, Reeves and Grassbaugh, 4,306, 5,937 and 3,648 shares which have
been allocated for voting and all other purposes under ESOP I, and 5,369,
5,731 and 4,024 shares which have been allocated for voting and all other
purposes under ESOP II.
(7) Includes 33,206 shares of Common Stock purchased for the accounts of the
Company's non-employee directors by the trustee under the Company's Common
Stock Purchase Plan for Non-Employee Directors (the "Director Stock Purchase
Plan") and 54,000 shares (including shares designated in Note 6 above)
issuable upon exercise of stock options on or before May 9, 1996. Also
includes 21,304 shares (including shares designated in Notes 5 and 6 above)
which have been allocated for voting and all other purposes under ESOP I and
21,634 shares (including shares designated in Notes 5 and 6 above) which
have been allocated for voting and all other purposes under ESOP II, for the
Company's present officers included in the group, who have the power to vote
such shares, but may not obtain or dispose of such shares except under
limited circumstances.
3
<PAGE> 6
QUORUM AND VOTE REQUIREMENTS
The presence in person or by proxy of holders of record of a majority of
the outstanding shares of Common Stock is required for a quorum to transact
business at the Annual Meeting, but if a quorum should not be present, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
Under applicable Delaware law, abstentions and "broker non-votes" (i.e., proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
as to a matter with respect to which the brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum at the Annual Meeting.
Directors will be elected by the plurality vote of the holders of Common
Stock entitled to vote at the Annual Meeting and present in person or by proxy.
Under applicable Delaware law, abstentions will be deemed present and entitled
to vote and will, therefore, have no effect on the outcome of the election of
directors. A broker non-vote will have no effect on the outcome of the election
of directors.
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of
Directors of the Company shall consist of not less than three nor more than
seventeen individuals divided into three classes of equal number, so far as
possible, each class having a term of three years. The By-Laws of the Company
currently provide that the number of directors shall be eight. Each year the
term of office of one class of directors expires.
The Board of Directors intends to present for action at the Annual Meeting
the election of John D. Kyle and Harvey L. Sperry, whose present terms expire in
1996, to serve for a term of three years and until their successors are duly
elected and shall qualify. Mr. Kyle and Mr. Sperry were first elected to the
Board of Directors in 1973.
Unless authority to vote for such directors is withheld, the enclosed Proxy
will be voted for the election of such persons except that the persons
designated as Proxies reserve discretion to cast their votes for other persons
in the unanticipated event that any of such nominees is unable, or declines, to
serve.
Directors will be elected by the plurality vote of the holders of Common
Stock entitled to vote at the Annual Meeting and present in person or by proxy.
Abstentions and broker non-votes will have no effect on the outcome of the vote.
The following table sets forth the name, the age, the principal occupation
for the last five years, the beneficial ownership of Common Stock and the
percentage of outstanding Common Stock represented by such ownership of each
director of the Company. Unless otherwise indicated, all shares of Common Stock
are owned directly and of record and the director owning such shares has sole
voting and investment power with respect thereto. From 1980 until March 15,
1996, Mr. Norian had been the President and Chief Executive Officer of the
Company. He has also served as the Chairman of the Board since 1983. On March
15, 1996, Mr. Norian resigned as President and Chief Executive Officer and as
Chairman of the Board. He continues to serve as a director of the Company. On
March 15, 1996, Mr. Strickland was elected as President and Chief Executive
Officer and as a director. Mr. Strickland had served as Senior Vice President,
Finance and Chief Financial Officer of the Company since 1986. Messrs. O'Hara,
Hurlbert, Jackson, Mellor and Sperry have been executives and a partner,
respectively, with the corporations, including subsidiaries, or the firm, as the
case may be, with which they are now associated or its predecessor for more than
the past five years. Mr. Kyle
4
<PAGE> 7
recently retired from his position as Senior Vice President of Chemical Bank, a
position he had held for more than the preceding five years.
<TABLE>
<CAPTION>
AMOUNT
AND
NATURE OF PERCENT OF
BENEFICIAL COMMON STOCK
OWNERSHIP OUTSTANDING
DIRECTOR AT MARCH 8, AT MARCH 8,
NAME PRINCIPAL OCCUPATION SINCE 1996(1) 1996
- ---------------------- --------------------------------------- -------- ----------- ------------
<S> <C> <C> <C> <C>
NOMINEES TO SERVE IN OFFICE UNTIL 1999
------------------------------------------
John D. Kyle,
Age 60(2)(3)........ Retired Senior Vice President, Chemical 1973 4,186 *
Bank
Harvey L. Sperry,
Age 65(3)(4)........ Partner, Willkie Farr 1973 17,141 *
& Gallagher, attorneys; Director of
Hampshire Group, Limited.
DIRECTORS TO CONTINUE IN OFFICE UNTIL 1998
---------------------------------------------
James R. Mellor,
Age 65(4)........... Chairman, Chief Executive Officer and 1980 10,371 *
Director of General Dynamics
Corporation, a defense, aerospace, and
shipbuilding company; Director of
Bergen Brunswig Corporation and
Computer Sciences Corporation.
Robert M. O'Hara,
Age 69(2)........... Chairman and Chief Executive Officer of 1980 5,944 *
Falcon Management (formerly OMS
Company), investments and management
services; Director of TBC Corp.
DIRECTORS TO CONTINUE IN OFFICE UNTIL 1997
---------------------------------------------
Gordon C. Hurlbert,
Age 71(2)........... Chairman of the Board of Directors, CSC 1985 8,900 *
Industries, Inc. (Copperweld Steel);
Director of Carolina Power & Light
Company.
Michael C. Jackson,
Age 55(4)........... Advisory Director, Lehman Brothers, 1985 8,163(5) *
Inc., investment bankers; Director of
Hampshire Group, Limited.
Roger W. Norian,
Age 52.............. Chairman, President and Chief Executive 1975 130,639 3.3%
Officer of the Company until March 15,
1996.
D. Gordon Strickland,
Age 49(3)........... President and Chief Executive Officer 1996 44,556 1.1%
of the Company; previously Senior Vice
President, Finance and Chief Financial
Officer of the Company since 1986.
</TABLE>
- ---------------
* Less than one percent.
5
<PAGE> 8
(1) Includes 4,086, 6,513, 6,513, 4,119, 6,900 and 5,075 shares of Common Stock
purchased for the accounts of Messrs. Kyle, Sperry, Mellor, O'Hara, Hurlbert
and Jackson, respectively, by the trustee under the Director Stock Purchase
Plan. Currently, the participating directors have voting and dispositive
power with respect to such shares only upon termination of their services as
a director of the Company. Excludes 10,000 shares issuable under stock
options granted to each non-employee director pursuant to the Company's 1993
Stock Option Plan for Non-Employee Directors. These options are not
exercisable unless and until the closing price of the Common Stock on the
New York Stock Exchange reaches $12.50 per share and remains at or above
that level for at least 10 consecutive trading days.
(2) Member of the Audit Committee.
(3) Member of the Executive Committee.
(4) Member of the Stock Option and Compensation Committee.
(5) Includes 1,088 shares issuable upon conversion of 748 shares of Convertible
Preferred Stock held by Mr. Jackson, of which 658 shares are held pursuant
to a self-directed Keogh Plan and 90 shares are held directly.
The Audit Committee is composed of three directors who are not officers or
employees of the Company. The Audit Committee held one meeting during 1995. The
Company's independent public accountants have been informed that they may refer
to and discuss with the Audit Committee (with or without previous consultation
with officers of the Company) any matters which may develop or arise in
connection with any audit or the maintenance of internal accounting controls or
any other matter relating to the Company's financial affairs. The Company's
internal audit department has also been granted direct access to the Audit
Committee. The Audit Committee reviews, at least annually, the services
performed and to be performed by the Company's independent public accountants
and the fees charged therefor, and, in connection therewith, considers the
effect of any nonaudit services on the independence of such accountants. The
Audit Committee also reviews with the Company's independent public accountants
and its internal audit department the general scope of their respective audit
coverages, the procedures and internal accounting controls adopted by the
Company and any significant problems encountered by either group.
The Stock Option and Compensation Committee (the "Compensation Committee")
is composed of three directors who are not officers or employees of the Company.
The Compensation Committee reviews and approves compensation programs generally
and, specifically, salaries, bonuses and stock options for officers and certain
other salaried employees of the Company. The Compensation Committee held three
meetings during 1995.
The Company does not have a nominating committee.
The Board of Directors held seven meetings during 1995 and the Executive
Committee of the Board of Directors held six meetings during 1995.
The Company's executive officers, directors and ten percent stockholders
are required under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC and the New York Stock Exchange.
Copies of these reports must also be furnished to the Company. Based solely upon
its review of copies of such reports furnished to the Company through the date
hereof, or written representations that no reports were required to be filed,
the Company believes that during the fiscal year ended December 31, 1995, all
filing requirements applicable to its officers, directors and ten percent
stockholders were complied with, except that while Mr. Reeves' Form 5 was filed
in a timely manner, it failed to include a grant of options he received for
12,000 shares of Common Stock. An amended Form 5 for Mr. Reeves which included
the grant of such options was filed on February 28, 1996, after the date by
which the Form 5 was required to be filed.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation of
the Company's Chief Executive Officer and the three other most highly
compensated executive officers (the "Executive Group") for each of the last
three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
AWARDS
ANNUAL COMPENSATION --------------------------
------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(4) ($)(1) ($)(4) (#) ($)(2)
- ----------------------------- ---- --------- -------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Roger W. Norian.............. 1995 570,000 -- -- -- 75,000 1,500
Chairman, President 1994 570,000 15,000 -- 17,178 -- 1,500
and Chief Executive 1993 570,000 15,000 60,807(3) 15,879 45,000 2,249
Officer
D. Gordon Strickland......... 1995 289,000 -- -- -- 20,000 --
Senior Vice President, 1994 267,000 9,000 -- 10,302 -- --
Finance and Chief 1993 267,000 9,000 -- 9,522 5,000 --
Financial Officer
Robert S. Reeves............. 1995 224,000 -- -- -- 12,000 1,500
Senior Vice President, 1994 224,000 6,200 -- 7,097 -- 1,500
Sales -- Plastic Products 1993 224,000 12,200 28,005(5) 12,914 5,000 2,249
Division
J. Stephen Grassbaugh........ 1995 153,800 -- -- -- -- 1,500
Vice President, 1994 153,800 5,000 -- 5,474 -- 1,500
Controller 1993 153,800 5,100 -- 5,394 -- 1,884
</TABLE>
- ---------------
(1) Except as otherwise noted, perquisites and other personal benefits received
by each named executive officer (including, for certain of the named
executive officers, payments of premiums on life insurance policies, tax
preparation fees and car use allowances) in each instance aggregated less
than the lesser of $50,000 or 10% of such officer's annual salary and bonus.
(2) Includes for Messrs. Norian, Strickland, Reeves and Grassbaugh,
respectively, $1,500, $0, $1,500 and $1,500 for 1995 contributions by the
Company pursuant to the Company's Employees' Savings Plan.
(3) Represents payments to Mr. Norian of an amount which, after taxes, was equal
to his approximate income tax liability resulting from the release of
disposition restrictions in 1993 with respect to certain shares of Common
Stock held by Mr. Norian pursuant to the terms of the 1984 Restricted Stock
Purchase Agreement.
(4) Pursuant to the Kerr Group, Inc. Key Executive Incentive Bonus Plan (the
"Bonus Plan"), Messrs. Norian, Strickland, Reeves and Grassbaugh received
50% of their total bonus ($30,000, $18,000, $24,400 and $10,200,
respectively) for 1993, and 50% of their total bonus ($30,000, $18,000,
$12,400 and $10,000, respectively) for 1994, in cash on or about March 1,
1994 with respect to the 1993 bonus amounts, and on or about March 1, 1995
with respect to the 1994 bonus amounts. These amounts are reflected in the
respective bonus columns for 1993 and 1994. The remaining 50% is reflected
as an award of restricted stock received by them on March 1, 1996 with
respect to the 1993 bonus amounts, and will be received by them on March 1,
1997 with respect to the 1994 bonus amounts, provided that they are employed
by the Company on such date. No dividends have been or will be paid on the
restricted stock pending distribution. The number of shares of restricted
stock awarded to Messrs. Norian, Strickland, Reeves and Grassbaugh was
1,896, 1,137, 1,542 and 644, respectively, for 1993, and 2,021, 1,212, 835
and 673, respectively, for 1994. The number of shares of restricted stock
awarded was calculated by dividing the dollar equivalent of the remaining
portion of their respective bonuses ($15,000, $9,000, $12,200 and $5,100,
respectively) for 1993, and ($15,000, $9,000, $6,200 and $5,000,
respectively) for 1994, by a number equal to 90% of the average closing
price of the Common Stock during the months of
7
<PAGE> 10
December 1993 and 1994, respectively. The average closing price of the
Common Stock during December 1993 was $8.789 and during December 1994 it
was $8.24. The aggregate restricted stock holdings for Messrs. Norian,
Strickland, Reeves and Grassbaugh as of December 31, 1995 was 3,917,
2,349, 2,377 and 1,317, respectively. The dollar value of such restricted
stock holdings for Messrs. Norian, Strickland and Grassbaugh as of
December 31, 1995 was $39,170, $23,490, $23,770 and $13,170,
respectively, which was calculated using the closing price of the Common
Stock on December 31, 1995, which was $10.00 per share.
(5) Includes reimbursement of moving expenses of $10,315 in 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding grants of stock
options made to the Executive Group during the last fiscal year.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
-------------------------------------------------------------------------- STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS GRANTED TO OPTION TERM(3)
UNDERLYING OPTIONS EMPLOYEES IN EXERCISE OR BASE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR(2) PRICE ($/SH) DATE 5% 10%
- -------------------------- ------------------ ------------------- ------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Roger W. Norian........... 75,000 36.8 $ 7.56(1) 6/15/96 $ 0(4) $ 0(4)
D. Gordon Strickland...... 20,000 9.8 $ 7.56(1) 6/20/00 41,774 92,309
Robert S. Reeves.......... 12,000 5.9 $ 7.56(1) 6/20/00 25,064 55,385
J. Stephen Grassbaugh..... -- -- -- -- -- --
</TABLE>
- ---------------
(1) None of these options granted in 1995 are exercisable unless and until the
stock price reaches $12.50 per share and remains at or above that level for
at least 10 consecutive trading days.
(2) Based on 204,000 options granted to employees in 1995.
(3) The Potential Realizable Value is calculated based on an assumption that the
fair market value of the Common Stock appreciates at the annual rates shown
(5% and 10%), compounded annually, from the date of grant until the end of
the option term. The 5% and 10% assumed rates are mandated by the Securities
and Exchange Commission for the purposes of calculating realizable value and
do not represent the Company's estimate or projection of future stock
prices.
(4) The options expire June 15, 1996. Given that the options are not exercisable
until the stock price reaches and maintains $12.50 per share, as set forth
above, these options have no potential realizable value using the 5% and 10%
rate of appreciation mandated by the SEC over the period of the options
term.
8
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information regarding the exercise of options
during the Company's last fiscal year and the number and value of unexercised
options held at year end by each of the named executive officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY
AT FY-END(#) OPTIONS/SARS AT FY-END($)
SHARES ACQUIRED ON VALUE ---------------------------- -------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE(1)
- ---------------------- ------------------ ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Roger W. Norian....... 0 0 0 120,000 0 258,938
D. Gordon
Strickland.......... 0 0 33,000 27,000 104,250 66,488
Robert S. Reeves...... 0 0 14,000 18,000 47,250 42,343
J. Stephen
Grassbaugh.......... 0 0 7,200 600 26,300 3,700
</TABLE>
- ---------------
(1) In 1995 Messrs. Norian, Strickland and Reeves were granted options to
purchase 75,000, 20,000 and 12,000 shares of Common Stock, respectively, at
an exercise price of $7.56 per share. In 1993 Messrs. Norian, Strickland,
and Reeves were granted options to purchase 45,000, 5,000 and 5,000 shares
of Common Stock, respectively, at an exercise price of $8.3125 per share.
The amounts set forth in this column were calculated using the difference in
the fiscal year-end closing price of the Common Stock, $10.00 per share,
from the exercise price per share. None of these options granted in 1993 or
1995 are exercisable unless and until the stock price reaches $12.50 per
share and remains at or above that level for at least 10 consecutive trading
days. In addition, options granted in 1992 were not exercisable unless and
until the stock price reached $10.00 per share and remained at or above that
level for at least ten consecutive trading days, which occurred in 1994.
PENSION PLANS
The Company maintains a funded Retirement Income Plan which provides
eligible employees with retirement benefits equal to 28% of final five year
average remuneration up to social security covered compensation, plus 43% of
final five year average remuneration in excess of social security covered
compensation for 30 years of service, with a proportionate reduction for less
than 30 years of service. In no event will an employee's benefit be less than
his accrued annual retirement benefit under the prior plan at December 31, 1988.
Mr. Norian's current annual retirement benefit is $101,817, payable on a
straight life annuity basis upon retirement at age 65, as determined under the
prior plan. Five years of service are required in order to vest under the
Retirement Income Plan. The Company also maintains a Pension Restoration Plan
which is an unfunded plan providing benefits to participants not payable by the
Company's Retirement Income Plan because of the limitations on benefits imposed
by the Internal Revenue Code of 1986, as amended. The aggregate annual accrued
benefit under the Retirement Income Plan and the Pension Restoration Plan when
expressed as a single-life annuity on the life of the participant is limited to
$200,000.
The following table sets forth estimated annual retirement benefits payable
on a straight life annuity basis upon retirement at age 65 under the Company's
Retirement Income Plan and Pension Restoration Plan (without regard to lower
accruals on earnings below social security covered compensation) for covered
employees based on their average remuneration and years of service. Remuneration
covered by the Retirement Income Plan primarily includes salary and bonus
(including such bonus amounts paid in the form of stock), as set forth in the
Summary Compensation Table. Upon a Change of Control of the Company, as defined
in the Pension Restoration Plan, amounts accrued under the Pension Restoration
Plan will be paid out in a lump
9
<PAGE> 12
sum. Messrs. Norian, Strickland, Reeves and Grassbaugh have, as of December 31,
1995, 20, 9, 12 and 16 years, respectively, of credited service under the
pension plans.
<TABLE>
<CAPTION>
FINAL 5 YEAR YEARS OF SERVICE
AVERAGE ------------------------------------
REMUNERATION 10 20 30 OR MORE
--------------- -------- -------- ----------
<S> <C> <C> <C>
$100,000................................... $ 14,333 $ 28,667 43,000
150,000................................... 21,500 43,000 64,500
200,000................................... 28,667 57,333 86,000
250,000................................... 35,833 71,667 107,500
300,000................................... 43,000 86,000 129,000
350,000................................... 50,167 100,333 150,500
400,000................................... 57,333 114,667 172,000
450,000................................... 64,500 129,000 193,500
500,000................................... 71,667 143,333 200,000
550,000................................... 78,833 157,667 200,000
600,000................................... 86,000 172,000 200,000
650,000................................... 93,167 186,333 200,000
700,000................................... 100,333 200,000 200,000
</TABLE>
COMPENSATION OF DIRECTORS
The directors who are not employees of the Company are currently
compensated for services as directors at the rate of $22,500 per year and $500
for each meeting of the Board of Directors attended. In addition, the Company
has established an unfunded retirement plan for directors of the Company who
serve in such capacity for ten years or more, retire after February 1, 1985, and
do not receive any other retirement benefits from the Company. Pursuant to such
plan, the Company will pay $1,000 per month for not more than ten years to a
qualifying director. In addition, in 1993 the six directors who were not
employees of the Company each received options to purchase 10,000 shares of
Common Stock at a price of $8.19 per share pursuant to the Company's Stock
Option Plan For Non-Employee Directors. These options are not exercisable unless
and until the closing price of the Common Stock on the New York Stock Exchange
reaches $12.50 per share and remains at or above that level for at least 10
consecutive trading days. In 1992, the Board of Directors adopted the Director
Stock Purchase Plan pursuant to which non-employee directors may elect to defer
the receipt of all or a portion of their fees. The amounts deferred are
contributed to a trust which will then purchase Common Stock using such amounts
on behalf of the participating directors. The Common Stock Purchase Plan for
Directors became effective on October 1, 1992.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Each member of the Executive Group is currently under an employment
contract with the Company.
The Company entered into an employment agreement with Mr. Norian as of
October 10, 1985, which was subsequently amended as of December 1, 1989 and
further amended and restated as of December 1, 1994 for an indefinite term until
terminated by either Mr. Norian or the Company as set forth in the agreement.
The employment agreement provided that Mr. Norian was not required to reside
other than in Los Angeles, California to perform his services for the Company.
After the Board of Directors approved a restructuring of the Company which
included moving the Company headquarters from Los Angeles to Lancaster,
Pennsylvania, Mr. Norian told the Board of Directors he had decided not to move
to Lancaster. On March 15,
10
<PAGE> 13
1996, Mr. Norian resigned as Chairman, President and Chief Executive Officer,
terminated his employment with the Company and, in accordance with the
employment agreement, received $1,140,000, which represented two years
compensation at the annual rate of $570,000. Mr. Norian had been an employee of
the Company since 1975, first as Chief Financial Officer and, since 1980, as
Chief Executive Officer.
The Company entered into an employment agreement with Mr. Strickland as of
June 16, 1986 for an indefinite term until terminated by either Mr. Strickland
or the Company as set forth in the agreement. Mr. Strickland's employment
agreement provides for a salary of $300,000 annually. Mr. Strickland's
employment agreement also provides for the continued payment of his salary and
certain employee benefits for a period of six months following his termination
of employment by the Company without cause or by Mr. Strickland for good reason.
This six month period is extended to twelve months in the event that such
termination occurs after a change in control of the Company.
The Company entered into an employment agreement with Mr. Reeves as of
February 17, 1983 for an indefinite term until terminated by either Mr. Reeves
or the Company as set forth in the agreement. Mr. Reeves' employment agreement
provides for a salary of $224,000 annually. Mr. Reeves' employment agreement
also provides for the continued payment of his salary and certain employee
benefits for a period of eighteen months following his termination of employment
by the Company without cause.
The Company entered into an employment agreement with Mr. Grassbaugh as of
February 24, 1989 for an indefinite term until terminated by either Mr.
Grassbaugh or the Company as set forth in the agreement. Mr. Grassbaugh's
employment agreement provides for a salary of $153,800 annually. Mr.
Grassbaugh's employment agreement also provides for the continued payment of his
salary and certain employee benefits for a period of twelve months following his
termination of employment by the Company without cause.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last completed fiscal year, Messrs. Jackson, Mellor and Sperry
served as members of the Compensation Committee. None of such members of the
Compensation Committee are or have been officers or employees of the Company.
Mr. Sperry is a partner in the law firm of Willkie Farr & Gallagher,
counsel to the Company.
Mr. Jackson is an Advisory Director of Lehman Brothers, Inc., which
performs investment banking services for the Company from time to time.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
In establishing and monitoring the executive compensation program for the
Company, the Compensation Committee looks at both the total compensation program
and each component thereof to assure that it is both competitive and sensitive
to individual and Company performance. In addition, the compensation determined
by the Compensation Committee is subject to the terms of existing employment
agreements with each member of the Executive Group. The Company has engaged a
consultant in the field of executive compensation matters to assist the
Compensation Committee in establishing and implementing compensation programs
that are consistent with these objectives and reflective of the Company's
financial performance.
11
<PAGE> 14
In 1993, the Compensation Committee established and implemented the Bonus
Plan. Under the Bonus Plan, each participating executive, including Mr.
Strickland, the Company's Chief Executive Officer, is eligible to receive
incentive compensation which is determined both qualitatively and
quantitatively. The qualitative portion is based on the achievement of specific
objectives for each participant and the quantitative portion is based on the
achievement of financial objectives established by the Compensation Committee
with respect to each respective business segment and the Company for the
particular year. For 1995, no participant received incentive compensation
because of the loss sustained by the Company for 1995.
COMPENSATION COMMITTEE
Michael C. Jackson
James R. Mellor
Harvey L. Sperry
PERFORMANCE GRAPH
The graph set forth below charts the yearly percentage change in the
Company's cumulative total stockholder return against each of the Standard &
Poor's 500 Index and the Manufacturing-Diversified Industries Index, in each
case assuming an investment of $100 on December 31, 1990 and the cumulation and
reinvestment of dividends paid thereafter through December 31, 1995.
<TABLE>
<CAPTION>
Measurement Period Kerr Group, S & P 500 MFG-DIVFD
(Fiscal Year Covered) Inc. Index Industrials
<S> <C> <C> <C>
Dec. 1990 100.00 100.00 100.00
Dec. 1991 131.58 130.34 122.56
Dec. 1992 136.84 140.25 132.83
Dec. 1993 176.32 154.32 161.22
Dec. 1994 176.32 156.42 166.71
Dec. 1995 210.53 214.99 234.96
</TABLE>
12
<PAGE> 15
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Mr. Sperry is a partner in the law firm of Willkie Farr & Gallagher,
counsel to the Company.
Mr. Jackson is an Advisory Director of Lehman Brothers Inc., which performs
investment banking services for the Company from time to time.
In 1990 and 1991, Mr. Strickland received loans from the Company in the
principal amount of $30,000 and $100,000, respectively. The 1990 loan has $5,000
of principal outstanding, bears interest at 6% per annum and is payable on June
30, 1996. The 1991 loan has $92,000 of principal outstanding, bears interest at
7.76% per annum, and is due in installments payable in 1996 through 2001.
Interest accrues on the 1991 loan and is due in 2001 when the final installment
of principal is due. If Mr. Strickland terminates employment with the Company,
the principal and accrued interest become due.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's proxy statement with
respect to the 1997 Annual Meeting of Stockholders must be received by the
Company at its executive offices located at 1840 Century Park East, Los Angeles,
California 90067 no later than December 1, 1996.
RELATIONSHIP WITH AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick,
independent public accountants, as auditors of the Company for the year ending
December 31, 1996. This firm has audited the Company's accounts since 1960. It
is expected that representatives of KPMG Peat Marwick will be present at the
Annual Meeting of Stockholders where they will have an opportunity to address
the meeting, if they so desire, and to respond to appropriate questions.
OTHER BUSINESS OF THE MEETING
Management is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters of
which the management is not now aware may come before the meeting or any
adjournment, the proxies confer discretionary authority with respect to acting
thereon, and the persons named in such proxies intend to vote, act and consent
in accordance with their best judgment with respect thereto. Upon receipt of
such proxies (in the form enclosed and properly signed) in time for voting, the
shares represented thereby will be voted as indicated thereon and in this Proxy
Statement.
By Order of the Board of Directors
D. GORDON STRICKLAND,
President and Chief
Executive Officer
Los Angeles, California
April 2, 1996
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995 MAY BE OBTAINED WITHOUT CHARGE BY ANY STOCKHOLDER TO
WHOM THIS PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO THE SECRETARY, KERR
GROUP, INC., 1840 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067.
13
<PAGE> 16
KERR GROUP, INC.
EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
(ESOP I)
TO: All Participants
On April 30, 1996, Kerr Group, Inc. (the "Company") will hold its Annual
Meeting of Stockholders for the purposes indicated in the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated April 2, 1996, enclosed
herewith.
The Company's Employee Incentive Stock Ownership Plan ("ESOP I") provides
that United National Bank-North, as trustee under ESOP I (the "ESOP I Trustee"),
will vote the shares of the Company's Common Stock held in the ESOP I trust
according to instructions of the participants. Accordingly, you are requested to
complete the enclosed Participant Instruction Card. Please sign and date your
card and mail it as promptly as possible in the enclosed stamped envelope.
Your voting instructions are confidential.
United National Bank-North, as Trustee
KERR GROUP, INC.
EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
<PAGE> 17
KERR GROUP, INC.
1987 EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
(ESOP II)
TO: All Participants
On April 30, 1996, Kerr Group, Inc. (the "Company") will hold its Annual
Meeting of Stockholders for the purposes indicated in the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated April 2, 1996, enclosed
herewith.
The Company's 1987 Employee Incentive Stock Ownership Plan ("ESOP II")
provides that United National Bank-North, as trustee under ESOP II (the "ESOP II
Trustee"), will vote the shares of the Company's Common Stock held in the ESOP
II trust according to instructions of the participants. Accordingly, you are
requested to complete the enclosed Participant Instruction Card. Please sign and
date your card and mail it as promptly as possible in the enclosed stamped
envelope.
United National Bank-North, as Trustee
KERR GROUP, INC.
1987 EMPLOYEE INCENTIVE STOCK OWNERSHIP
PLAN
<PAGE> 18
DETACH HERE
- -------------------------------------------------------------------------------
P PARTICIPANT INSTRUCTION FORM
under
R KERR GROUP, INC.
EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
O (ESOP I)
for
X ANNUAL MEETING OF STOCKHOLDERS
April 30, 1996
Y
I am a participant in the Employee Incentive Stock Ownership Plan
("ESOP I") of Kerr Group, Inc. (the "Company") entitled to vote the number of
shares of the Company's Common Stock (the "ESOP I Shares") shown on the label
attached to this form. This number is the number of ESOP I Shares allocated to
my account as of March 8, 1996 under ESOP I.
I understand that UNITED NATIONAL BANK-NORTH as trustee (the "ESOP I
Trustee") under ESOP I, will vote ESOP I Shares upon instructions from
participants and that if I vote less than all ESOP I Shares allocated to me,
the ESOP I Trustee will vote such ESOP I Shares in the same proportion as all
ESOP I Shares are voted. I further understand that I may direct the ESOP I
Trustee to vote certain ESOP I Shares in favor and certain ESOP I Shares
against any of the proposals but that to do so requires separate forms.
I acknowledge receipt of the Company's Notice of Annual Meeting of
Stockholders and Proxy Statement for its Annual Meeting of Stockholders to be
held on April 30, 1996.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(SEE REVERSE SIDE)
<PAGE> 19
DETACH HERE
- -------------------------------------------------------------------------------
[ X ] Please mark
votes as in
this example.
I instruct the ESOP I Trustee to vote all my ESOP I Shares as follows:
1. The election of John D. Kyle and 2. Considering and acting upon any
Harvey L. Sperry as directors. other matters which may properly
(The Board of Directors recommends come before the meeting or any
a vote FOR.) adjournment thereof.
FOR WITHHELD
[ ] [ ]
[ ]
____________________________________
If you wish to not vote on any nominee, MARK HERE
write the name of such nominee on the FOR ADDRESS [ ]
line above and your votes covered by CHANGE AND
this form will be withheld from such NOTE AT LEFT
nominee.)
Please read all instructions
carefully. Then mark, sign, date
and mail this instruction form to
Proxy Department, Bank of Boston,
P.O. Box 1628, Boston, MA 02105-
9905. A pre-addressed, postage paid
envelope has been provided for your
convenience.
(Please sign exactly as your name
appears hereon. If you are signing
as executor, administrator or
guardian, please give your full
title as such.)
Signature: Date:
---------------------------------------- --------------------
Signature: Date:
---------------------------------------- --------------------
<PAGE> 20
DETACH HERE
- -------------------------------------------------------------------------------
P PARTICIPANT INSTRUCTION FORM
under
R KERR GROUP, INC.
1987 EMPLOYEE INCENTIVE STOCK OWNERSHIP PLAN
O (ESOP II)
for
X ANNUAL MEETING OF STOCKHOLDERS
April 30, 1996
Y
I am a participant in the Employee Incentive Stock Ownership Plan
("ESOP II") of Kerr Group, Inc. (the "Company") entitled to vote the number of
shares of the Company's Common Stock (the "ESOP II Shares") shown on the label
attached to this form. This number is the number of ESOP II Shares allocated to
my account as of March 8, 1996 under ESOP II.
I understand that UNITED NATIONAL BANK-NORTH as trustee (the "ESOP II
Trustee") under ESOP II, will vote ESOP II Shares upon instructions from
participants and that if I vote less than all ESOP II Shares allocated to me,
the ESOP II Trustee will vote such ESOP I Shares in the same proportion as all
ESOP II Shares are voted. I further understand that I may direct the ESOP II
Trustee to vote certain ESOP II Shares in favor and certain ESOP II Shares
against any of the proposals but that to do so requires separate forms.
I acknowledge receipt of the Company's Notice of Annual Meeting of
Stockholders and Proxy Statement for its Annual Meeting of Stockholders to be
held on April 30, 1996.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(SEE REVERSE SIDE)
<PAGE> 21
DETACH HERE
- -------------------------------------------------------------------------------
[ X ] Please mark
votes as in
this example.
I instruct the ESOP II Trustee to vote all my ESOP II Shares as follows:
1. The election of John D. Kyle and 2. Considering and acting upon any
Harvey L. Sperry as directors. other matters which may properly
(The Board of Directors recommends come before the meeting or any
a vote FOR.) adjournment thereof.
FOR WITHHELD
[ ] [ ]
[ ]
____________________________________
If you wish to not vote on any nominee, MARK HERE
write the name of such nominee on the FOR ADDRESS [ ]
line above and your votes covered by CHANGE AND
this form will be withheld from such NOTE AT LEFT
nominee.)
Please read all instructions
carefully. Then mark, sign, date
and mail this instruction form to
Proxy Department, Bank of Boston,
P.O. Box 1628, Boston, MA 02105-
9905. A pre-addressed, postage paid
envelope has been provided for your
convenience.
(Please sign exactly as your name
appears hereon. If you are signing
as executor, administrator or
guardian, please give your full
title as such.)
Signature: Date:
---------------------------------------- --------------------
Signature: Date:
---------------------------------------- --------------------
<PAGE> 22
DETACH HERE
- -------------------------------------------------------------------------------
P KERR GROUP, INC.
R Annual Meeting of Stockholders, April 30, 1996
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X The undersigned stockholder of KERR GROUP, INC. hereby appoints
D. Gordon Strickland and Harvey L. Sperry, and each or any one of them,
Y the true and lawful attorneys, agents and proxies of the undersigned with
full power of substitution for and in the name of the undersigned, to vote
all the shares of Common Stock of KERR GROUP, INC. which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders of the
CORPORATION to be held at the Hotel Dupont, Wilmington, Delaware 19801,
on Tuesday, April 30, 1996, at 11:00 A.M., Eastern Daylight Time, and
at any and all adjournments thereof, with all of the powers which the
undersigned would possess if personally present, for the following
purposes set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(SEE REVERSE SIDE)
<PAGE> 23
DETACH HERE
- -------------------------------------------------------------------------------
[ X ] Please mark
votes as in
this example.
This Proxy will be voted for the choices specified. If no choice is specified
with respect to the election of directors, this Proxy will be voted FOR the
election of directors.
1. ELECTION OF DIRECTORS
Nominees: John D. Kyle and Harvey L. 2. Considering and acting upon any
Sperry. (The Board of Directors other matters which may properly
recommends a vote FOR.) come before the meeting or any
adjournment thereof.
FOR WITHHELD
[ ] [ ]
[ ]
____________________________________
INSTRUCTION: TO withhold authority to MARK HERE
vote for either nominee write the name FOR ADDRESS [ ]
of such nominee on the space provided. CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND MAIL
THIS PROXY IN THE ENVELOPE PROVIDED.
The undersigned hereby acknowledges
receipt of the Notice of Annual
Meeting and Proxy Statement dated
April 2, 1996. (Please sign exactly
as name or names appear hereon.
When signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title as such. For joint
accounts, all co-owners must sign.)
Signature: Date:
---------------------------------------- --------------------
Signature: Date:
---------------------------------------- --------------------
