SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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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 ss.240.14a-11(c) or ss.240.14a-12
MEM Company Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act
Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(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:
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3) Filing Party:
4) Date Filed:
<PAGE>
MEM COMPANY, INC.
Union Street Extension
Northvale, New Jersey 07647
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 1996
------------------
To: The Shareholders of MEM COMPANY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders
of MEM COMPANY, INC. (the "Company") will be held at the offices of the
Company, Union Street Extension, Northvale, New Jersey 07647, on April 23,
1996 at 1:30 P.M. for the following purposes:
1. To elect seven directors to serve until the next Annual Meeting
of Shareholders and until their successors shall have been elected and
qualified.
2. To ratify the selection of Ernst & Young LLP as independent
auditors for the Company for the fiscal year ending December 31, 1996.
3. To transact such other business as may properly be brought before
the meeting and all adjournments thereof.
The Board of Directors has fixed the close of business on March 6,
1996 as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting. The stock transfer books will not be
closed.
By Order of the Board of Directors,
MARGARET A. POWERS
Secretary
Northvale, New Jersey
March 26, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT
TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
MEM COMPANY, INC.
Union Street Extension
Northvale, New Jersey 07647
------------------
PROXY STATEMENT
------------------
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of proxies to be voted at the Annual Meeting of
Shareholders of the Company to be held on April 23, 1996 and at any and all
adjournments thereof (the "Annual Meeting"). The Company anticipates that
mailing of the proxy material to shareholders will commence on or about March
26, 1996. Any person executing a proxy may revoke it prior to its exercise. Any
shareholder may revoke his/her proxy at any time before it is voted by (i)
delivering a written notice to the Secretary of the Company stating that the
proxy is revoked, (ii) executing a subsequent proxy and presenting it to the
Secretary of the Company, or (iii) attending the Annual Meeting and voting in
person.
The Stephen H. Mayer Grantor Trust dated December 14, 1988 (the "SHM
Trust") is the beneficial owner of 413,303 shares (or approximately 16.0%) of
the Company's outstanding Common Stock. The Elizabeth C. Mayer Grantor Trust
dated December 14, 1988 (the "ECM Trust") is the beneficial owner of 520,190
shares (or approximately 20.2%) of the Company's outstanding Common Stock, which
amount includes the shares beneficially owned by the SHM Trust. The ECM Trust is
a vested beneficiary of the SHM Trust. Gay A. Mayer, the President and Chairman
of the Board of the Company, and Elizabeth C. Mayer, a director of the Company,
are the trustees of the SHM Trust and the ECM Trust. Elizabeth C. Mayer, the
descendants of Stephen H. Mayer (including Gay A. Mayer and Laurette M. Beach, a
director of the Company) and their spouses beneficially own an aggregate of
1,829,124 shares (or approximately 70.8%) of the Company's outstanding Common
Stock. The foregoing persons have indicated that they intend to vote in favor of
the seven nominees for director, and for the ratification of the selection of
Ernst & Young LLP as independent auditors of the Company for the fiscal year
ending December 31, 1996. See "Principal Shareholders."
ITEM 1.
ELECTION OF DIRECTORS
At the Annual Meeting seven directors will be elected to hold office
until the Annual Meeting in 1997 or until their successors have been duly
elected and qualified.
It is the intention of the persons named in the accompanying proxy, or
their substitutes, to vote the shares represented by such proxy for the nominees
listed unless otherwise directed or unless authority to do so is withheld. In
order to be elected, each nominee must receive a plurality of the votes cast at
the Annual Meeting.
<PAGE>
In case any of the nominees should become unavailable for election to
the Board of Directors for any reason, which management has no reason to
anticipate, the proxy holders shall have full discretion and authority to vote
or refrain from voting for any other nominees in accordance with their judgment.
INFORMATION CONCERNING NOMINEES FOR ELECTION AS DIRECTORS
All seven nominees for election are currently directors of the Company,
all except Mr. Klatsky having been elected by the shareholders at the last
Annual Meeting. Mr. Klatsky was elected as a director in November 1995 by the
Board of Directors. The following table sets forth the period for which the
nominees have served as directors, and, based on information received from the
respective directors, their ages, the principal occupation or employment of each
during the past five years, as well as the amount of the Company's Common Stock
which each beneficially owned on March 6, 1996.
<TABLE>
<CAPTION>
Principal occupation or
employment during the
past five years and Shares Percent
office (if any) held in Director Beneficially of
Name Company Age Since Owned (A) Class
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Elizabeth C. Mayer Private Investor 76 1990 942,865(B) 36.5%
Paul Hallingby, Jr. (C) Managing Director
Emeritus, Bear, Stearns &
Co., Inc., Investment Bankers 76 1971 3,100 *
Gay A. Mayer (D) Chairman of the Board since
1990, President and Chief
Executive Officer 53 1971 1,192,248(E) 46.2%
Derek B. Van Dusen (C) Private Investor 59 1976 5,900 *
Robert E. Mulcahy III (C) President and Chief
Executive Officer, New
Jersey Sports and Exposition
Authority 59 1983 2,800 *
Laurette M. Beach (C) (F) Private Investor 50 1986 1,077,484(G) 41.8%
Bruce J. Klatsky Chairman of the Board,
President and Chief Executive
Officer, Phillips-Van Heusen Corp. 47 1995 1,000(H) *
All executive officers and directors as a group (15 persons) 1,809,154(I) 70.0%
</TABLE>
- - -----------------------
*Less than 1% of class.
<PAGE>
(A) All shares owned are Common Stock, par value $.05 per share.
(B) See Note (4) to the table under "PRINCIPAL SHAREHOLDERS."
(C) Includes 2,800 shares which may be acquired upon the exercise of options
granted under the 1993 Non-Employee Stock Incentive Plan.
(D) Gay A. Mayer is the son of Elizabeth C. Mayer and the brother of Laurette
M. Beach.
(E) See Note (5) to the table under "PRINCIPAL SHAREHOLDERS."
(F) Laurette M. Beach is the daughter of Elizabeth C. Mayer and the sister of
Gay A. Mayer.
(G) See Note (6) to the table under "PRINCIPAL SHAREHOLDERS."
(H) Includes 1,000 shares which may be acquired upon the exercise of options
granted under the 1993 Non-Employee Stock Incentive Plan.
(I) Includes shares as described in Notes (B), (E), (G) and (H), 43,500 shares
which may be acquired upon the exercise of options granted under the 1991
Stock Incentive Plan and 12,200 shares which may be acquired upon the
exercise of options granted under the 1993 Non-Employee Stock Incentive
Plan.
Mr. Mulcahy is a director of First Morris Bank and a director of Wickes
Lumber Company. Mr. Klatsky is a director of Phillips-Van Heusen Corp.
The Audit Committee of the Board of Directors consists of four directors
who are not employees of the Company, Messrs. Hallingby, Mulcahy, Van Dusen and
Klatsky. The function of the Audit Committee includes a review with the
independent auditors of the plans and results of the audit engagement; reviewing
the adequacy, scope and results of the Company's internal audit controls and
procedures; reviewing the degree of independence of the auditors, consideration
of the auditors' fees and the recommendation to the full Board of Directors as
to the engagement of the auditors. The Audit Committee met three times in 1995.
The Stock Option and Compensation Committee of the Board of Directors
consists of three directors who are not eligible to participate in the Company's
1987 Non-Qualified Stock Option Plan and 1991 Stock Incentive Plan, Messrs.
Hallingby, Mulcahy and Van Dusen. The function of the Stock Option and
Compensation Committee is to make recommendations to the Board of Directors
regarding compensation of executive officers and to determine which individuals
should be awarded stock options and the number of shares and certain other
characteristics of each stock option granted under the plans. The Stock Option
and Compensation Committee met one time in 1995.
The Executive Committee of the Board of Directors consists of three
directors, Messrs. Mayer, Mulcahy and Van Dusen. The Executive Committee has the
full authority of the Board of Directors with respect to all matters other than
certain matters reserved for the Board of Directors. The Executive Committee did
not meet in 1995. The full Board of Directors has assumed the function of the
Nominating Committee.
During the fiscal year ended December 31, 1995, the Board of Directors
held four meetings. Each of the directors nominated by management for election
attended at least 75% of the aggregate of such meetings and the meetings of all
committees of which each is a member.
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses total compensation paid or accrued by the
Company for services rendered in the three years ended December 31, 1995 to the
Company's Chief Executive Officer and to each of the two other most highly
compensated executive officers of the Company whose total cash compensation for
the year ended December 31, 1995 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term All Other
Annual Compensation Compensation Compensation
- - ---------------------------------------------------------------------------------------------------------------------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary (1) Bonus ($) Compensation ($) Options/SARs (#) ($) (2)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gay A. Mayer, President 1995 180,000 -- -- -- 1,650
and Chief Executive Officer 1994 180,000 -- -- -- 1,650
1993 180,000 -- -- -- 1,500
Michael G. Kazimir, Jr., 1995 145,000 -- -- 4,000 1,329
Executive Vice President, 1994 141,667 -- -- 2,500 1,417
Chief Operating Officer and 1993 131,667 -- -- 5,000 1,325
Chief Financial Officer
Robert O. Hurry, 1995 102,600 -- -- 1,500 1,305
Vice President, Finance 1994 101,500 -- -- 1,000 997
and Treasurer 1993 95,800 -- -- 2,000 976
</TABLE>
- - -----------------
(1) Includes compensation deferred by employees pursuant to the Company's
401(k) Thrift Plan (the "Plan"). Under the Plan, an eligible employee may
defer up to 15% of his gross income through payroll withholding. The
Company contributes an amount equal to 50% of the first 2% of gross income
contributed by each employee. An employee vests in the Company's
contribution to the extent of 50% two years after joining the Plan and 100%
after three years.
(2) Consists of Company contributions to the Plan. See Note 1 above.
<PAGE>
PENSION PLAN
The following table illustrates the estimated annual benefits payable
under the Company's defined benefit pension plan (the "Pension Plan") upon
retirement at age 65 in the form of a single life annuity to persons in the
specified remuneration and years-of-service classifications.
<TABLE>
<CAPTION>
Average
Annual
Earnings Estimated Annual Benefits for Years of Service Indicated
- - ---------------------------------------------------------------------------------------------------------------------------
5 10 15 20 25 30 35
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $5,890 $11,780 $17,670 $23,560 $29,450 $35,340 $41,230
125,000 7,453 14,905 22,368 29,810 37,263 44,715 52,168
150,000 9,015 18,030 27,045 36,060 45,075 54,090 63,106
</TABLE>
Messrs. Mayer, Kazimir and Hurry have 31, 5 and 29 years of service
under the Pension Plan, respectively. The benefit amounts listed in the above
table are computed by applying the benefit formula to the highest five of the
last ten years of a person's salary (up to a maximum of $150,000 per year) and
are not subject to any deduction for Social Security benefits or other offset
amounts.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options
granted by the Company during 1995 to each of the executive officers named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grant For Option Term
- - ---------------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal Year (1) ($/Share) (2) Date 5% ($) 10% ($)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gay A. Mayer -- -- -- -- -- --
Michael G. Kazimir, Jr. 4,000(3) 14.1% $3.50 8/8/2000 $3,868(4) $8,547(4)
Robert O. Hurry 1,500(3) 5.3% $3.50 8/8/2000 $1,450(4) $3,250(4)
</TABLE>
<PAGE>
- - ---------------------
(1) During the fiscal year ended December 31, 1995, stock options representing
28,400 shares of Common Stock were issued to all employees as a group.
(2) Exercise price represent the fair market value on the date of grant.
(3) All such options become exercisable in two equal annual installments, the
first installment becoming exercisable one year after the date of grant and
the second installment becoming exercisable two years after the date of
grant.
(4) Represents gain before income taxes; the fair market value of the Common
Stock on August 8, 1995, was $3.50 per share. The dollar amount under these
columns is the result of calculations at 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended to
forecast possible future appreciation, if any, of the Company's Common
Stock price.
AGGREGATED OPTION/SAR EXERCISES IN 1995 AND
YEAR END OPTION/SAR VALUES
The following table sets forth information concerning the exercise of
stock options/SARs during fiscal 1995 by the executives named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
at Year End (#) Year End ($) (1)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gay A. Mayer 0 $0 0/0 $0/$0
Michael G. Kazimir, Jr. 0 $0 11,250/5,250 $0/$0
Robert O. Hurry 0 $0 4,000/2,000 $0/$0
</TABLE>
- - ---------------
(1) The closing price of the Company's Common Stock on December 31, 1995 on the
American Stock Exchange was $2.75 per share.
<PAGE>
DIRECTOR COMPENSATION
Directors who are not officers each receive a fee of $4,000 a year plus
$400 for each Board meeting which they attend. Directors who are officers of the
Company each receive a fee of $400 for each Board meeting which they attend.
Members of the Audit Committee, members of the Stock Option and Compensation
Committee and members of the Executive Committee each receive a fee of $400 for
each committee meeting which they attend. Directors who are not employees of the
Company also receive options to purchase 1,000 shares of the Company's Common
Stock at the current market price upon their initial election or appointment to
the Board of Directors. In addition, directors who are not employees of the
Company and who have served as directors for at least three years receive
options to purchase 400 shares of the Company's Common Stock at the current
market price on the date of each Annual Meeting of Shareholders.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who beneficially own more
than 10% of the Company's Common Stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and greater than 10% beneficial owners
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during 1995 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with, except that Donald E. Jensen and Brian
C. McNally, officers of the Company, each filed late a Form 3.
--------------------------------
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Stock Performance Graph on page 10 shall not be incorporated by
reference into any such filings.
<PAGE>
REPORT OF THE STOCK OPTION AND
COMPENSATION COMMITTEE
Senior executives and middle managers develop individual written goals
and objectives for the upcoming fiscal year. These are reviewed by all levels of
supervision of the individual, including the Chairman of the Board. After
extensive conversation with each member of management, the goals and objectives
are modified if necessary, and accepted. In the middle of the year, management
reviews the progress of all individuals with respect to their individual goals
and objectives for that year.
Each individual's performance relative to his goals and objectives is
thoroughly reviewed early in the next year. Performance is judged as exceeding,
meeting or falling short of the goal. After a complete review is performed, the
individual's overall performance is categorized as standard, above standard,
well above standard or excellent.
The above process is used in conjunction with a formal personnel review
form which focuses on 12 key criteria for the success of the Company and the
individual's growth. Both of those documents are used to determine management's
merit increases.
In addition to the annual merit review, a Management Incentive
Compensation (MIC) program is also in effect. MIC payout is determined not only
by the individual's performance (standard, above standard, well above standard
or excellent), but also by a grid of sales and income before tax for the
Company. The bonus can be up to 25% of an individual's salary, depending on the
accomplishments of the Company and the individual.
Since the inception of the MIC Program in 1990, no bonuses have been
paid because the Company has not performed as well as expected.
Salary increases were limited to those individuals whose performance was
evaluated as excellent. Mr. Mayer and Mr. Kazimir, at their request, did not
receive any increase in salary for 1995. Mr. Hurry, Vice President, Finance and
Treasurer, received an increase of $6,000 per year on November 1, 1995 based
upon his contribution to the Company during the preceding year.
The performance of the Company, as well as the performance and
development of individuals in making a contribution to the betterment of the
Company, is heavily considered by the Stock Option and Compensation Committee
and by members of management in making compensation decisions.
The grant of stock options continues the Company's practice of
encouraging management's equity ownership in order to ensure that their
interests remain closely aligned with those of the Company's shareholders. Stock
options and equity ownership in the Company provide a direct link between
compensation and shareholder value.
<PAGE>
Chief Executive Officer Compensation
The Committee did not approve an increase for Mr. Mayer whose
compensation in 1995 remained at $180,000. This action was based on the
performance of the organization in 1994. The Committee reviewed Chief Executive
Officer compensation within the industry and considered Mr. Mayer to be well
within the lower quartile of compensation for comparable CEOs. Mr. Mayer does
not participate in a Stock Option Plan instituted by the Board of Directors and
shareholders in 1991. In addition, Mr. Mayer is not eligible for the Management
Incentive Compensation Program described earlier.
The Company does not provide enhanced benefit programs or such
perquisites as vacation homes, club memberships, or financial counseling to any
of the executives, including Mr. Mayer.
This report is submitted by the Stock Option and Compensation Committee
of the Board of Directors.
Paul Hallingby, Jr.
Derek B. Van Dusen
Robert E. Mulcahy III
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during the
five years ended December 31, 1995 with the cumulative total return on the
American Stock Exchange Market Value Index and the American Stock Exchange
Consumer Goods Index. The comparison assumes $100 was invested on December 31,
1990 in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends. Note: The stock price performance shown on
the graph below is not necessarily indicative of future price performance.
[ GRAPHIC -- GRAPH WITH POINTS PLOTTED TO NUMBERS IN CHART BELOW ]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MEM Company, Inc. 100 144 97 87 77 56
American Stock Exchange
Market Value Index 100 128 130 155 141 178
American Stock Exchange
Consumer Goods Index 100 177 203 218 200 238
</TABLE>
STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Stock Option and Compensation Committee is made up entirely of
outside directors. There are no interlocking relationships between any members
of the Committee and any other directors or executive officers of the Company.
<PAGE>
PRINCIPAL SHAREHOLDERS
The only persons known by the management of the Company to be the
beneficial owners of more than five percent of the outstanding shares of the
Company's Common Stock, as of March 6, 1996 (except as otherwise indicated), are
indicated below:
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners Amount Beneficially Owned Percent of Class
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephen H. Mayer
Grantor Trust dated
December 14, 1988
c/o Gay A. Mayer, Trustee
MEM Company, Inc.
Union Street Extension
Northvale, NJ 07647 413,303 shares(1) 16.0%
Elizabeth C. Mayer
Grantor Trust dated
December 14, 1988
c/o Gay A. Mayer, Trustee
MEM Company, Inc.
Union Street Extension
Northvale, NJ 07647 520,190 shares (1)(2) 20.2%
United States Trust Company of
New York and Mrs. Elizabeth C. Mayer,
as Trustees (3)
c/o United States Trust Company of New York
114 West 47th Street
New York, New York 10036 310,000 shares 12.0%
Elizabeth C. Mayer
c/o MEM Company, Inc.
Union Street Extension
Northvale, NJ 07647 942,865 shares(4) 36.5%
Gay A. Mayer
MEM Company, Inc.
Union Street Extension
Northvale, NJ 07647 1,192,248 shares(5) 46.2%
Laurette M. Beach
c/o MEM Company, Inc.
Union Street Extension
Northvale, NJ 07647 1,077,484 shares(6) 41.8%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401 191,000 shares(7) 7.4%
</TABLE>
<PAGE>
- - -----------------------
(1) The Trustees are Gay A. Mayer and Elizabeth C. Mayer.
(2) Consists of: (a) 106,887 shares owned directly and (b) 413,303 shares owned
indirectly as a vested beneficiary of the Stephen H. Mayer Grantor Trust
dated December 14, 1988.
(3) United States Trust Company of New York and Mrs. Elizabeth C. Mayer are
Trustees of each of four trusts. Gay A. Mayer is a beneficiary of two of
such trusts, and Laurette M. Beach is a beneficiary of the other two
trusts. The Trustees may be deemed, pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, to be the beneficial
owners of the shares held in the related trusts because they have the
power, subject to the direction of Mrs. Elizabeth C. Mayer, to dispose, or
to direct the disposition, of such shares and to vote, or to direct the
voting of, such shares.
(4) Consists of: (a) 1,300 shares owned directly, (b) 106,887 shares
beneficially owned as grantor and a trustee of the revokable Elizabeth C.
Mayer Grantor Trust dated December 14, 1988, (c) 413,303 shares as a
trustee and a beneficiary of the Stephen H. Mayer Grantor Trust dated
December 14, 1988, (d) 310,000 as a trustee of the four trusts referred to
in Note (3) above, (e) 59,875 shares as a director of the Family Mayer
Foundation, Inc., a charitable foundation, and (f) 51,500 shares as a
trustee of the Stephen H. Mayer Life Insurance Trust.
(5) Consists of: (a) 353,565 shares owned directly, (b) 22,290 shares as
trustee for his children, (c) 59,875 shares as a director of the Family
Mayer Foundation, Inc., a charitable foundation, (d) 413,303 shares as a
trustee and residuary beneficiary of the Stephen H. Mayer Grantor Trust
dated December 14, 1988, (e) 106,887 shares as a trustee of the Elizabeth
C. Mayer Grantor Trust dated December 14, 1988, (f) 151,550 shares as a
beneficiary of two of the trusts referred to in Note (3) above, (g) 33,278
shares owned by his spouse, as to which he disclaims beneficial ownership,
and (h) 51,500 shares as a trustee of the Stephen H. Mayer Life Insurance
Trust.
(6) Consists of: (a) 283,844 shares owned directly, (b) 49,856 shares as
trustee for her children, (c) 23,732 shares as custodian for her children,
(d) 59,875 shares as a director of the Family Mayer Foundation, Inc., a
charitable foundation, (e) 413,303 shares as a residuary beneficiary of the
Stephen H. Mayer Grantor Trust dated December 14, 1988, (f) 158,450 shares
as a beneficiary of two of the trusts referred to in Note (3) above, (g)
31,524 shares owned by her spouse, as to which she disclaims beneficial
ownership, (h) 2,600 shares owned by her children, as to which she
disclaims beneficial ownership, (i) 51,500 shares as a trustee of the
Stephen H. Mayer Life Insurance Trust, and (j) 2,800 shares which may be
acquired upon the exercise of options granted under the 1993 Non-Employee
Stock Incentive Plan.
<PAGE>
(7) Such shares are owned by the advisory clients of Dimensional Fund Advisors,
Inc., an investment advisor registered under the Investment Advisors Act of
1940 ("Dimensional"), no one of which, to the knowledge of Dimensional,
owns more than 5% of the outstanding shares of the Company's Common Stock.
Persons who are officers of Dimensional also serve as officers of DFA
Investment Dimensions Group Inc. (the "Fund") and The DFA Investment Trust
Company (the "Trust"), each an open-end management investment company
registered under the Investment Company of 1940. In their capacities as
officers of the Fund and the Trust, these persons vote 8,000 and 53,300
shares (included in the table above) which are owned by the Fund and the
Trust, respectively. Information as to Dimensional, the Fund, the Trust and
their officers has been taken from a Schedule 13G filed by Dimensional with
the Securities and Exchange Commission in February 1996.
As of March 6, 1996, Cede & Co., nominee for the Depository Trust
Company, owned of record, but not beneficially, 940,938 shares of the Company's
Common Stock.
ITEM 2.
APPROVAL OF AUDITORS
The Board of Directors has selected Ernst & Young LLP, certified public
accountants, as independent auditors for the Company and its consolidated
subsidiaries for the year ending December 31, 1996, and recommends that such
auditors be approved by the shareholders. Approval of the selection requires the
affirmative vote of a majority of the holders of shares of the Company's Common
Stock present in person or represented by proxy at the Annual Meeting. A
representative of Ernst & Young LLP intends to be present at the meeting and
will be afforded the opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions.
VOTING RIGHTS
There were outstanding at March 6, 1996 (excluding 416,816 shares held
as treasury shares) 2,583,184 shares of the Company's Common Stock. Shareholders
are entitled to one vote for each share registered in their names at the close
of business on March 6, 1996, the record date fixed by the Board of Directors.
New York law and the Company's bylaws require the presence of a quorum
for the annual meeting, defined here as a majority of the votes entitled to be
cast at the meeting. Votes withheld from director nominees and abstentions will
be counted in determining whether a quorum has been reached. Broker-dealer
non-votes (defined below) are not counted for quorum purposes.
Assuming a quorum has been reached, a determination must be made as to
the results of the vote on each matter submitted for shareholder approval. The
selection of the Company's auditors must be approved by a majority of the votes
cast on this matter. Director nominees must receive a plurality of the votes
cast at the meeting, which means that a vote withheld from a particular nominee
or nominees will not affect the outcome of the meeting.
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Abstentions are not counted in determining the number of votes cast in
connection with the selection of auditors. Like abstentions, broker-dealer
"non-votes" on "non-routine" matters are not counted in calculating the number
of votes cast on the above-noted matters. Under the rules of the American Stock
Exchange both matters presented are considered "routine" items upon which
broker-dealers holding shares in street name for their customers may vote, in
their discretion, on behalf of any customers who do not furnish voting
instructions at least 10 days prior to the shareholders' meeting.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders (1997) must be received by the Company on or before
December 1, 1996. Such proposals should be submitted in writing to Margaret A.
Powers, Secretary, MEM Company, Inc., Union Street Extension, Northvale, New
Jersey 07647.
MISCELLANEOUS
Financial and other reports will be submitted at the meeting, and
minutes of the previous meeting of shareholders will be made available for
inspection by shareholders present at the meeting, but it is not intended that
any action will be taken in respect thereof.
The Board of Directors is not aware that any matters not referred to in
the form of proxy will be presented for action at the meeting. If any other
matters properly come before the meeting, it is intended that the shares
represented by proxies will be voted with respect thereto in accordance with the
judgment of the persons voting them.
The cost of soliciting proxies in the accompanying form has been or will
be paid by the Company. In addition to solicitation by mail, arrangements may be
made with brokerage houses and other custodians, nominees and fiduciaries to
send proxy material to their principals, and the Company may reimburse them for
their expenses in so doing.
Margaret A. Powers
Secretary
March 26, 1996
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MEM COMPANY, INC.
Proxy Solicited by Board of Directors
for Annual Meeting of Shareholders
April 23, 1996
The undersigned shareholder of MEM COMPANY, INC. hereby appoints GAY A.
MAYER, PAUL HALLINGBY, JR. and DEREK B. VAN DUSEN and each of them the attorneys
and proxies of the undersigned, with full power of substitution, to vote on
behalf of the undersigned all the shares of Common Stock of MEM COMPANY, INC.
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company, to be held at the offices of MEM COMPANY, INC., Union Street
Extension, Northvale, New Jersey 07647 on April 23, 1996 at 1:30 P.M. and at all
adjournments thereof, hereby revoking any proxy heretofore given with respect to
such stock; and the undersigned authorizes and instructs said proxies to vote as
follows:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Elizabeth C. Mayer, Paul Hallingby, Jr., Gay A. Mayer, Derek B. Van Dusen,
Robert E. Mulcahy, III, Laurette M. Beach, Bruce J. Klatsky.
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominee's name on the space provided below.)
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2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP as independent
auditors of the Company for the year ending December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued, and to be signed, on the other side)
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(continued from other side)
3. In their discretion upon such other business as may properly be brought
before the meeting.
If no instruction to the contrary is indicated, this Proxy will be voted FOR
the directors named in proposal 1 and FOR proposal 2.
Dated _____________________________ , 1996
__________________________________________
Signature of Shareholder
__________________________________________
Signature of Shareholder
Signature of Shareholder Please date and
sign as name appears hereon. If shares are
held jointly, signature should contain
both names. Executors, administrators,
trustees, etc., should so indicate when
signing and where more than one executor,
etc., is named, a majority must sign. In
signing for a corporation, please sign
full corporate name by duly authorized
officer.
