<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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section mark)240.14a-11(c)
or (section mark)240.14a-12
MULTIMEDIA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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 0-11:1
4) Proposed maximum aggregate value of transaction:
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(Multimedia, Inc. logo appears here)
MULTIMEDIA, INC.
305 SOUTH MAIN STREET
P.O. BOX 1688
GREENVILLE, SOUTH CAROLINA 29602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1994
TO OUR SHAREHOLDERS:
You are cordially invited to the Annual Meeting of Shareholders of
Multimedia, Inc. to be held at 2:00 P.M. on Wednesday, April 20, 1994, at the
Dorothy Gunter Theatre, Peace Center for the Performing Arts at 300 South Main
Street in Greenville, South Carolina for the purpose of considering and acting
upon the following:
1. The election of twelve directors to serve until the next annual meeting
of shareholders or until their successors have been duly elected and
qualified.
2. The ratification of the appointment of KPMG Peat Marwick as independent
auditors of the Company for 1994.
3. The transaction of such other matters as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 3, 1994, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
David L. Freeman, SECRETARY
Greenville, South Carolina
March 15, 1994
A FORM OF PROXY IS ENCLOSED. TO ENSURE THAT YOUR SHARES WILL BE VOTED AT
THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE PAID, ADDRESSED ENVELOPE. NO
ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND THE MEETING.
<PAGE>
[This page left blank intentionally]
<PAGE>
MULTIMEDIA, INC.
305 SOUTH MAIN STREET
POST OFFICE BOX 1688
GREENVILLE, SOUTH CAROLINA 29602
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1994
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Multimedia, Inc. (the Company) to be voted
at the Annual Meeting of Shareholders of the Company to be held at 2:00 P.M., on
Wednesday, April 20, 1994, at the Dorothy Gunter Theatre, Peace Center for the
Performing Arts at 300 South Main Street, in Greenville, South Carolina. The
approximate date of mailing this Proxy Statement and the accompanying proxy is
March 15, 1994.
Only shareholders of record at the close of business on March 3, 1994, are
entitled to notice of and to vote at the meeting. As of such date, there were
outstanding 37,274,978 shares of Common Stock, $.10 par value per share (the
only voting securities), of the Company. Each share is entitled to one vote.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i)
delivering to the Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a later date than the proxy, (ii) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of the Company at or before the Annual Meeting or (iii) attending
the Annual Meeting and giving notice of revocation to the Secretary of the
Company or in open meeting prior to the proxy being voted (although attendance
at the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to: Multimedia, Inc.,
305 South Main Street, Post Office Box 1688, Greenville, South Carolina 29602,
Attention: Secretary.
All shares represented by valid proxies received pursuant to the
solicitation and prior to voting at the meeting and not revoked before they are
exercised will be voted, and, if a choice is specified with respect to any
matter to be acted upon, the shares will be voted in accordance with such
specification.
1
<PAGE>
ELECTION OF DIRECTORS
The By-laws of the Company provide that the number of Directors to be
elected at any meeting of shareholders shall be determined by the Board of
Directors. The Board has determined that twelve Directors shall be elected at
the Annual Meeting.
The following twelve persons are nominees for election as Directors at the
meeting to serve until the next annual meeting of shareholders of the Company or
until their successors are duly elected and qualified. Unless authority to vote
at the election of Directors is withheld, it is the intention of the persons
named in the enclosed form of proxy to nominate and vote for the persons named
below all of whom, other than M. Dexter Hagy, are currently Directors of the
Company. Except as otherwise noted below, the business address of each nominee
is Multimedia, Inc., 305 South Main Street, Greenville, S.C. 29601. Each such
person is a citizen of the United States. There are no family relationships
among the directors and the executive officers of the Company, except for Mrs.
Ramsaur and Mrs. Stall who are cousins.
The Company believes that all of the nominees will be available and able to
serve as Directors, but in the event any nominee is not available or able to
serve, the shares represented by the proxies will be voted for such substitute
as shall be designated by the Board of Directors.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
DIRECTOR OWNED (% OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE OUTSTANDING) (20)
<S> <C> <C> <C>
Walter E. Bartlett Chairman of the Board, Chief 1978 415,095 (1.11%)
(66) Executive Officer and President of
the Company (1)(13)
George H. V. Cecil Chairman of Biltmore Dairy Farms, 1975 20,000 (*)
(69) Inc., P.O. Box 5355, Asheville,
North Carolina 28813 (Real Estate
Development and Investments)
(2)(15)(17)
Rhea T. Eskew Consultant to the Company, 1979 18,800 (*)
(70) 400 Huntington Road
Greenville, South Carolina 29615
(3)(16)(17)
David L. Freeman Secretary of the Company and a 1984 76,400 (*)
(69) member of the law firm of Wyche,
Burgess, Freeman & Parham, P.A., 44
E. Camperdown Way, Greenville, South
Carolina 29601 (4)(13)(14)(18)
M. Dexter Hagy President of Vaxa Corporation, -- 2,000 (*)
(49) Nations Bank Plaza, Suite 606,
Greenville, South Carolina 29601
(Investment Holding Company) (5)
Robert E. Hamby, Jr. Senior Vice President Finance and 1990 127,231 (*)
(47) Administration and Chief Financial
Officer of the Company (6)(13)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
DIRECTOR OWNED (% OF
NAME AND AGE PRINCIPAL OCCUPATION SINCE OUTSTANDING) (20)
<S> <C> <C> <C>
John T. LaMacchia President and Chief Executive 1989 5,600 (*)
(52) Officer and Director of Cincinnati
Bell Inc., 201 East 4th Street
Cincinnati, Ohio 45202 (Telephone
Company) (7)(14)(17)
Leslie G. McCraw Chairman of the Board and Chief 1990 5,600 (*)
(59) Executive Officer of Fluor
Corporation, 3333 Michelson Drive,
Irvine, California 92730
(Engineering and Construction)
(8)(15)(17)
Dorothy P. Ramsaur Homemaker active in the supervision 1986 1,565,822 (4.20%)
(67) of personal and family investments,
1 Rockingham Rd., Greenville, South
Carolina 29607 (9)(16)(17)
Donald D. Sbarra Senior Vice President of Operations 1988 200 (*)
(63) of the Company (10)
Elizabeth P. Stall Homemaker active in civic affairs 1986 63,982 (*)
(62) and in the supervision of personal
and family investments, 11 Sirrine
Drive, Greenville, South Carolina
29605 (11)(14)(16)(17)(18)
William C. Stutt Limited Partner of Goldman Sachs 1981 27,000 (*)
(66) Group, L.P., 85 Broad Street, New
York, New York 10004 (Investment
Banking) (12)(14)(15)(17)(18)
All Directors and Executive 2,601,356 (6.87%)(19)
Officers as a Group (16 persons)
</TABLE>
(*) Less than 1%.
(1) Mr. Bartlett was elected Chairman of the Board in October 1989. Mr.
Bartlett was elected Chief Executive Officer and President of the Company
in December 1993. He served as Chief Executive Officer from December 1984
to April 1993. He served as President and Chief Executive Officer from
December 1984 to December 1989 and from October 1990 to April 1992. The
number of shares shown as beneficially owned by Mr. Bartlett includes
200,000 shares covered by options.
(2) Mr. Cecil is a Director of Carolina Power & Light Co. The number of shares
shown as beneficially owned by Mr. Cecil includes 5,000 shares covered by
an option, pursuant to the Director Stock Option Plan.
(3) Mr. Eskew elected to retire from the Company in December 1989. Prior to his
retirement, Mr. Eskew served as Senior Executive of Multimedia Newspaper
Company from December
3
<PAGE>
1984. The number of shares shown as beneficially owned by Mr. Eskew
includes 5,000 shares covered by an option, pursuant to the Director Stock
Option Plan.
(4) Mr. Freeman was elected Secretary of the Company in April 1990. He served
as Assistant Secretary of the Company from April 1982 to April 1990. Mr.
Freeman is a member of the law firm of Wyche, Burgess, Freeman & Parham,
P.A., general counsel to the Company. The number of shares shown as
beneficially owned by Mr. Freeman includes 1,400 shares covered by options,
but does not include 10,600 shares covered by options, which excluded
options become exercisable more than 60 days after the date of this Proxy
Statement.
(5) Mr. Hagy is a Director of Carolina First Corporation.
(6) Mr. Hamby was elected Senior Vice President Finance and Administration and
Chief Financial Officer in October 1993. He served as Treasurer and Chief
Financial Officer from October 1987 to October 1993. Mr. Hamby is a
Director of Carolina First Corporation. The number of shares shown as
beneficially owned by Mr. Hamby includes 109,000 shares covered by options,
but does not include 51,000 shares covered by options, which excluded
options become exercisable more than 60 days after the date of this Proxy
Statement. The number of shares shown as beneficially owned by Mr. Hamby
also includes 1,543 shares held by the Company's Thrift Plan of which Mr.
Hamby may be deemed a beneficial owner and 5,700 shares owned by his wife
as custodian for his sons, as to which shares owned by his wife he
disclaims beneficial ownership.
(7) Mr. LaMacchia is a Director of the Kroger Co. The number of shares shown as
beneficially owned by Mr. LaMacchia includes 5,000 shares covered by an
option, pursuant to the Director Stock Option Plan.
(8) Mr. McCraw is a Director of Allergan, Inc. The number of shares shown as
beneficially owned by Mr. McCraw includes 5,000 shares covered by an
option, pursuant to the Director Stock Option Plan.
(9) The number of shares shown as beneficially owned by Mrs. Ramsaur includes
1,244,247 shares held by her as trustee under the will of Roger Peace. The
number of shares shown as beneficially owned by Mrs. Ramsaur includes 5,000
shares covered by an option, pursuant to the Director Stock Option Plan.
(10) Mr. Sbarra was elected Senior Vice President of Operations of the Company
in December 1993 and Senior Vice President of the Company in October 1987.
He served as Chairman of Multimedia Cablevision Company from April 1993 to
December 1993 and President of Multimedia Cablevision Company from October
1987 to April 1993.
(11) Mrs. Stall is a Director of Carolina First Corporation. The number of
shares shown as beneficially owned by Mrs. Stall includes 750 shares owned
by her husband, of which shares she disclaims beneficial ownership. The
number of shares shown as beneficially owned by
4
<PAGE>
Mrs. Stall includes 5,000 shares covered by an option, pursuant to the
Director Stock Option Plan.
(12) The Goldman Sachs Group, L.P., of which Mr. Stutt is a limited partner, is
the 99% general partner of Goldman, Sachs & Co. The number of shares shown
as beneficially owned by Mr. Stutt includes 1,400 shares owned by his wife
(individually or as custodian for a child), of which he disclaims
beneficial ownership and 300 shares owned by his daughter and son-in-law,
as to which shares he has investment power but disclaims beneficial
ownership and 300 shares owned by his stepson, of which he disclaims
beneficial ownership. The number of shares shown as beneficially owned by
Mr. Stutt includes 5,000 shares covered by an option, pursuant to the
Director Stock Option Plan.
(13) Member of the Executive Committee.
(14) Member of the Compensation Committee.
(15) Member of the Audit Committee.
(16) Member of the Employee Benefits Committee.
(17) Member of the Stock Option Committee.
(18) Member of the Nominating Committee.
(19) Includes an aggregate 593,100 of shares covered by options which are or may
become exercisable within 60 days, and includes 9,163 shares held by the
Company's Thrift Plan of which an executive officer may be deemed a
beneficial owner and excludes an aggregate of 329,000 shares covered by
options not exercisable within 60 days by executive officers.
(20) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the Exchange Act), shares are deemed beneficially owned if the
named person has the right to acquire ownership of such shares within 60
days. Percentages are computed on the assumption that unissued shares so
subject to acquisition upon the exercise of options by a given person or
group are outstanding, but no other such shares similarly subject to
acquisition by other persons are outstanding.
5
<PAGE>
The Board of Directors met six times during the year ended December 31,
1993. The Audit Committee met with representatives of KPMG Peat Marwick two
times during 1993 for the purpose of reviewing the firm's scope and results of
audit. The Compensation Committee met twice in 1993 for the purpose of
submitting to the Board of Directors suggested officers' salaries for the
ensuing year, incentive bonus plans and other non-stock compensation. The Stock
Option Committee met once in 1993 for the purpose of granting options for the
Company's common stock to the Company's executive officers and employees. The
Employee Benefits Committee met twice in 1993 for the purpose of reviewing new
and amended employee benefit programs and personnel policies. The Nominating
Committee, which was established in October 1993 and did not meet in 1993,
recommends to the Board nominees for election as directors. Recommendations from
shareholders will be considered by the Nominating Committee and should be sent
to the attention of the Company's Secretary at the Company's address. All
Directors attended at least 75 percent of the meetings of the Board and
Committees on which such Directors serve.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
As of December 31, 1993, to the extent known to the Company and based on
information provided by the following persons, the following provides certain
information as to the persons or groups who were the only beneficial owners of
5% or more of the outstanding shares.
<TABLE>
<CAPTION>
NUMBER OF
NAME & ADDRESS SHARES PERCENT
OF BENEFICIAL BENEFICIALLY OF TOTAL
OWNER OWNED OUTSTANDING
<S> <C> <C>
The Equitable Companies Incorporated 3,553,775 9.55%
787 Seventh Avenue
New York, New York 10019 (1)
Heine Securities Corporation
Michael F. Price 1,974,600 5.31%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078 (2)
Wachovia Corporation, as trustee 2,038,605 5.48%
301 North Main Street
Winston-Salem, North Carolina 27150 (3)
Wellington Management Company 3,260,905 8.76%
75 State Street
Boston, Massachusetts 02109 (4)
</TABLE>
(1) The number of shares shown as beneficially owned by The Equitable Companies
Incorporated (Equitable) is based on information provided as of December 31,
1993 and includes 3,466,775 shares held by Equitable's subsidiary, Alliance
Capital Management, L.P., on
6
<PAGE>
behalf of client discretionary investment advisory accounts, and 87,000
shares held by Equitable's subsidiary, The Equitable Life Assurance Society
of the United States. With respect to these shares, Equitable's subsidiaries
have sole voting power with respect to 2,564,930 shares, have shared voting
power with respect to 87,000 shares, and have sole investment power with
respect to 3,553,775 shares.
(2) The number of shares shown as beneficially owned by Heine Securities
Corporation (HSC) is based on information provided as of December 31, 1993.
One or more of HSC's advisory clients is the legal owner of 1,974,600
shares. Pursuant to investment advisory agreements with its advisory
clients, HSC has sole investment discretion and voting authority with
respect to such 1,974,600 shares. Michael F. Price is President of HSC, in
which capacity he exercises voting control and dispositive power over the
same shares. Mr. Price disclaims beneficial ownership of the shares
beneficially owned by HSC.
(3) The number of shares shown as beneficially owned by Wachovia Corporation, as
trustee is based on information provided as of December 31, 1993 and
includes 1,988,080 shares held by its subsidiary The South Carolina National
Bank, as trustee. With respect to these shares, Wachovia or its subsidiary
has sole voting power with respect to 1,158,101 shares, shared voting power
with respect to 55,857 shares, sole investment power with respect to
1,864,766 shares and shared investment power with respect to 113,089 shares.
(4) The number of shares shown as beneficially owned by Wellington Management
Company (WMC) is based on information provided as of December 31, 1993.
These shares are owned by various investment advisory clients of WMC or its
subsidiary, Wellington Trust Company, National Association. Pursuant to
investment advisory agreements with such clients, WMC or its subsidiary has
shared voting power with respect to 1,700,430 shares and shared dispositive
power with respect to all 3,260,905 shares.
7
<PAGE>
EXECUTIVE OFFICERS
The following provides certain information regarding the executive officers
of the Company who are appointed by and serve at the pleasure of the Board:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED (% OF
NAME AND AGE POSITION OUTSTANDING)(6)
<S> <C> <C>
Walter E. Bartlett (66) Chairman of the Board, Chief Executive Officer 415,095 (1.11%)
and President of the Company (1)
Michael C. Burrus (39) Vice President of the Company and President of 41,900 (*)
Multimedia Cablevision Company (2)
David L. Freeman (69) Secretary of the Company (1) 76,400 (*)
Robert E. Hamby, Jr. (47) Senior Vice President Finance and Adminis- 127,231 (*)
tration and Chief Financial Officer of the
Company (1)
William deB. Mebane (45) Vice President of the Company and President of 67,578 (*)
Multimedia Newspaper Company (3)
Donald D. Sbarra (63) Senior Vice President of Operations of the 200 (*)
Company (1)
Pat A. Servodidio (56) Vice President of the Company and President of 55,400 (*)
Multimedia Broadcasting Company (4)
Robert L. Turner (52) Vice President of the Company and President of 108,748 (*)
Multimedia Entertainment Company (5)
</TABLE>
(*) Less than 1%.
(1) See information under ELECTION OF DIRECTORS.
(2) Mr. Burrus joined the Company in 1981 and was named Vice President of the
Company and President of Multimedia Cablevision Company in April 1993. He
served as Executive Vice President of Multimedia Cablevision Company from
March 1992 until April 1993. He served as Vice President of Operations and
Finance of Multimedia Cablevision Company from February 1985 until March
1992. The number of shares shown as beneficially owned by Mr. Burrus
includes 41,900 shares covered by options, but does not include 84,200
shares covered by options, which excluded options become exercisable more
than 60 days after the date of this Proxy Statement. Mr. Burrus failed to
file a Form 4, but filed a Form 5, under the Exchange Act with respect to a
1993 disposition of shares held for his account in the Company's Thrift
Plan.
(3) Mr. Mebane was elected Vice President of the Company and President of
Multimedia Newspaper Company in March 1989. From December 1983 to March
1993, he served from time to time as Publisher of the Greenville News and
the Greenville Piedmont. He served as Vice President of Multimedia Newspaper
Company from June 1985 to February 1989. The number
8
<PAGE>
of shares shown as beneficially owned by Mr. Mebane includes 41,800 shares
covered by options, but does not include 41,200 shares covered by options,
which excluded options become exercisable more than 60 days after the date
of this Proxy Statement. The number of shares shown as beneficially owned by
Mr. Mebane also includes 606 shares held for him in an IRA account and 7,472
shares held by the Company's Thrift Plan of which Mr. Mebane may be deemed a
beneficial owner.
(4) Mr. Servodidio was elected Vice President of the Company and President of
Multimedia Broadcasting Company in April 1992. He served as Vice
President/General Manager of WKYC-TV (majority owned by the Company) from
June 1991 until April 1992. Mr. Servodidio was President of RKO General (a
broadcasting company) from 1987 to 1991. The number of shares shown as
beneficially owned by Mr. Servodidio includes 55,400 shares covered by
options, but does not include 97,600 shares covered by options, which
excluded options become exercisable more than 60 days after the date of this
Proxy Statement.
(5) Mr. Turner joined the Company and was named President of Multimedia
Entertainment Company in February 1991 and was elected Vice President of the
Company in April 1991. Mr. Turner was President and Chief Executive Officer
of Orbis Communications, Inc. (a syndicated program and television movie
business) from February 1984 until February 1991. The number of shares shown
as beneficially owned by Mr. Turner includes 108,600 shares covered by
options, but does not include 44,400 shares covered by options, which
excluded options become exercisable more than 60 days after the date of this
Proxy Statement. The number of shares shown as beneficially owned by Mr.
Turner also includes 148 shares held by the Company's Thrift Plan of which
Mr. Turner may be deemed a beneficial owner.
(6) See Note (20) to the table under ELECTION OF DIRECTORS.
9
<PAGE>
MANAGEMENT COMPENSATION
The following table sets forth certain information respecting the
compensation of each individual who served as the Chief Executive Officer of the
Company during 1993, and the four other most highly compensated executive
officers of the Company in 1993, for the fiscal years ended December 31, 1993,
1992 and 1991.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL COMPENSATION (1) UNDERLYING
NAME AND OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (POUND) COMPENSATION ($)
<S> <C> <C> <C> <C> <C>
Walter E. Bartlett 1993 $533,676 $ 236,000 -- $ 4,444(2)
Chairman, President and CEO 1992 528,244 325,000 -- 2,739(2)
1991 484,200 130,000 -- 4,474(2)
J. William Grimes 1993 460,735 None 100,000 757,798(3)
President and CEO 1992 408,404 281,308 25,000 19,410(3)
1991 97,947 300,000 105,000 5,155(3)
Robert L. Turner 1993 383,776 169,725 -- 4,717(2)
President MEC 1992 371,710 213,150 18,000 4,468(2)
1991 288,852 138,125 120,000 --
Robert E. Hamby, Jr. 1993 298,680 164,691 -- 4,859(2)
Senior VP Finance and CFO 1992 283,680 182,023 20,000 4,644(2)
1991 258,680 62,500 30,000 4,485(2)
Donald D. Sbarra 1993 323,680 125,000 -- 5,622(2)
Senior VP-Operations 1992 323,680 187,961 -- 5,609(2)
1991 308,680 120,400 -- 5,401(2)
William deB. Mebane 1993 273,680 96,195 -- 4,761(2)
President MNC 1992 260,680 165,236 14,000 4,531(2)
1991 248,680 40,000 30,000 4,512(2)
</TABLE>
(1) The Company pays for various perquisites such as club memberships for
executive officers and certain other employees. Such club memberships may
have been used for personal reasons on occasion. However, the Company has
made reasonable inquiry and has concluded that the aggregate amounts of such
and other personal benefits do not, in any event, exceed $50,000 or 10% of
the salary and bonus as to each person.
(2) Amounts contributed by the Company under the Company's Thrift Plan, except
that the amounts shown for Mr. Sbarra also include $1,100 each year for life
insurance that will provide a death benefit of $88,417 payable to his
beneficiary in the event of his death.
10
<PAGE>
(3) The 1993 amount for Mr. Grimes includes $700,000 in severance payments,
$46,929 in moving related expenses, $5,914 in imputed interest related to
the loans from the Company described below and $4,955 in amounts contributed
by the Company under the Company's Thrift Plan. Of the $700,000 in severance
payments, $237,250 was paid in 1993 with the balance to be paid in 1994. The
1992 and 1991 amounts include $17,430 and $5,155, respectively, for imputed
interest related to the loans from the Company as described below. The 1992
amount also includes $1,980 contributed by the Company under the Company's
Thrift Plan.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth the options granted in 1993 to the named
executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED GRANT DATE
GRANTED TO EMPLOYEES EXERCISE EXPIRATION PRESENT
(POUND) IN FISCAL YEAR PRICE ($/SH)(1) DATE VALUE ($)
<S> <C> <C> <C> <C> <C>
Walter E. Bartlett None -- -- -- --
J. William Grimes 100,000 66.7% $ 35.00 4/20/03(2) $1,956,000(3)
Robert L. Turner None -- -- -- --
Robert E. Hamby, Jr. None -- -- -- --
Donald D. Sbarra None -- -- -- --
William deB. Mebane None -- -- -- --
</TABLE>
(1) The exercise price of the options granted was the fair market value of the
Company's common stock on the date of grant.
(2) Each option was to become exercisable for 20% of the shares covered thereby
on December 31, 1993 and for an additional 20% of the shares covered thereby
on each anniversary thereof. All of these options granted to Mr. Grimes were
forfeited upon his resignation in December 1993 as an officer and director
of the Company.
(3) The present value determination was made using the Black-Scholes option
pricing model. The following assumptions were used in the Black-Scholes
option pricing model: expected volatility of .3092, expected risk-free rate
of return of 5.84%, dividend yield of 0%, expected exercise period of 10
years and no adjustments for nontransferability or risk of forfeiture.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth information on option exercises during 1993
by the named executive officers and the value of such officers' unexercised
options at December 31, 1993.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS OPTIONS
EXERCISE VALUE AT FISCAL YEAR-END (POUND) AT FISCAL YEAR-END ($)(2)
NAME (POUND) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Walter E. Bartlett -- -- 200,000 -- $6,208,400 $ --
J. William Grimes 63,000 $ 1,589,250 -- -- -- --
Robert L. Turner -- -- 108,600 29,400 2,343,048 217,782
Robert E. Hamby, Jr. -- -- 109,000 31,000 1,648,958 226,382
Donald D. Sbarra -- -- -- -- -- --
William deB. Mebane -- -- 41,800 26,200 437,750 200,582
</TABLE>
(1) The values shown represent the excess of the fair market value on the
exercise date over the exercise price.
(2) The values shown represent the excess of the fair market value at December
31, 1993 over the exercise price of the shares covered by all unexercised
options held by the named executive.
The Board of Directors has approved a plan of Executive Salary Protection
(the Protection Plan) for selected executive officers, under which the Company
will pay, to each participant's beneficiary, a continuation of income in the
event of the participant's death. In the event of the death of a participant
while still employed prior to age 65 (or, in the case of Mr. Bartlett, in the
event of his death prior to January 1, 1995), the participant's beneficiary will
receive 100% of a specified dollar amount set from time to time by the Board of
Directors for that participant for one year and 50% of such amount for each of
nine additional years or until the employee's sixty-fifth birthday, whichever is
later. The specified dollar amount for Messrs. Bartlett, Turner, Hamby, Sbarra
and Mebane, as of December 31, 1993, was $350,000, $250,000, $250,000, $250,000
and $250,000, respectively. In conjunction with the Protection Plan, the Company
purchases life insurance on the life of each participant for the exclusive
benefit of the Company to indemnify the Company for its potential liabilities
under the Protection Plan. The insurance plan is designed so that, if the
assumptions made as to mortality and turnover experience, policy dividends, tax
savings, interest and other actuarial factors are realized, the Company should
recover all its payments, plus a factor for the use of the Company's money.
12
<PAGE>
The following table sets forth the annual pension benefit payable under the
Company's retirement pension plan (the Pension Plan) to an employee, including
any employee who is a director or an officer, upon retirement in 1994, at age
65, based on selected periods of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE
ANNUAL YEARS OF SERVICE
EARNINGS 10 15 20 25 30
<S> <C> <C> <C> <C> <C>
$100,000 $ 12,500.00 $ 18,750.00 $ 25,000.00 $ 31,250.00 $ 37,500.00
200,000 (2) 25,000.00 37,500.00 50,000.00 62,500.00 75,000.00
300,000 (2) 37,500.00 56,250.00 75,000.00 93,750.00 112,500.00
400,000 (2) 50,000.00 75,000.00 100,000.00 125,000.00(1) 150,000.00(1)
500,000 (2) 62,500.00 93,750.00 125,000.00(1) 156,250.00(1) 187,500.00(1)
600,000 (2) 75,000.00 112,500.00 150,000.00(1) 187,500.00(1) 225,000.00(1)
700,000 (2) 87,500.00 131,250.00(1) 175,000.00(1) 218,750.00(1) 262,500.00(1)
800,000 (2) 100,000.00 150,000.00(1) 200,000.00(1) 250,000.00(1) 300,000.00(1)
</TABLE>
(1) Exceeds the 1994 maximum amount payable under the Pension Plan of $118,800.
(2) Exceeds the 1994 maximum annual salary counted under the Pension Plan of
$150,000.
The Pension Plan covers all full-time employees of the Company and most of
its subsidiaries. The amount payable each year under the Pension Plan to a
participant is calculated using a percentage of the average of the employee's
cash compensation (including bonuses) during the employee's most recent five
highest consecutive compensation years out of the last ten worked, which
percentage is based on the employee's years of service, reduced by a factor
reflecting the participant's social security benefits, and is adjusted if
retirement occurs prior to normal retirement age. Under this plan, Mr. Bartlett
has 26 years of service; Mr. Turner has 3 years of service; Mr. Hamby has 9
years of service; Mr. Sbarra has 25 years of service and Mr. Mebane has 23 years
of service.
In April and July 1991, the Board of Directors adopted a Supplemental
Retirement Program for Messrs. Bartlett and Sbarra which provides an annual
supplemental retirement benefit for ten years. The Program provides for monthly
vesting on a pro-rata basis beginning July 1, 1991 through December 31, 1994, so
that Messrs. Bartlett and Sbarra vest 1/42 per calendar month of work completed
prior to retirement. The fully vested annual supplemental retirement benefit
will be $200,000 for Mr. Bartlett and $100,000 for Mr. Sbarra.
OTHER
Pursuant to agreements with J. William Grimes, he was provided with a 1991
$300,000 one-time payment, which is included in the summary compensation table,
the Company purchased Mr. Grimes' Connecticut home in 1993 for $2.1 million (its
approximate appraised value) plus closing
13
<PAGE>
costs to facilitate Mr. Grimes moving his residence to Greenville, SC, and prior
to that purchase the Company made an interest free loan to Mr. Grimes as a
second mortgage on the Connecticut home in the amount of $350,000 and an
additional interest free first mortgage loan for the purchase and remodeling of
a home in Greenville, SC, of $800,000. Both of these loans were repaid in
connection with the Company's purchase of the Connecticut home. The Company sold
the Connecticut home in 1993 for $1,800,000, less closing costs.
Robert L. Turner had an agreement with the Company pursuant to which his
base salary in 1991 was $325,000 and he received in 1991 a one-time payment of
$25,000. The agreement provided that, if Mr. Turner's employment with the
Company had been terminated without cause in 1993, the Company would have paid
him a lump sum equal to 100% of his base salary.
Under a deferred compensation agreement, William deB. Mebane, or his
beneficiary, is entitled to receive $2,500 per year for 10 years in the event of
his pre-retirement death or disability or upon his retirement.
Outside directors receive annual fees of $19,200 each, paid on a monthly
basis, and attendance fees of $1,000 per board meeting and $350 per committee
meeting in addition to the directors' fees. Directors receive reimbursement of
travel expenses. In addition, under the Director Stock Option Plan, each
non-employee director receives an initial option for 5,000 shares of the
Company's common stock and subsequent annual option grants for 1,000 shares of
the Company's common stock. The exercise price of each of these options is or
will be the common stock's market price on the date of grant.
NOTWITHSTANDING ANY STATEMENT IN ANY OF THE COMPANY'S PREVIOUS FILINGS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT INCORPORATING
FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE
FOLLOWING REPORT AND THE PERFORMANCE GRAPH BELOW SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILING.
REPORT OF THE COMPENSATION COMMITTEE
AND STOCK OPTION COMMITTEE
The Compensation Committee (the Compensation Committee) of the Board of
Directors periodically submits to the Board recommendations respecting the
salary, bonus and other non-stock compensation to be provided to the Company's
executive officers. The Stock Option Committee (the Stock Option Committee) of
the Board grants options for the Company's common stock to the Company's
executive officers and employees. These Committees provide the following joint
report.
14
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The Committees believe that the Board and its committees must act on the
shareholders' behalf in establishing executive compensation programs, because
the Company's shareholders ultimately bear the cost of these programs. The
Company's executive compensation philosophy and the structure and administration
of the executive compensation programs are adopted and effected in accordance
with that belief. The Committees annually review the Company's corporate
performance and that of its executive officers in determining appropriate
compensation. The Committees strive to sustain a balance between the Company's
need to attract and retain qualified and motivated executives, on the one hand,
and the maximization of the Company's operating performance and the safeguarding
of its assets in order to enhance long-term shareholder value, on the other.
The Committees' executive compensation philosophy is to provide for
risk-based pay opportunities that reflect Company and individual performance. In
addition, the Company's executive compensation is structured to (i) align
executive compensation with Company and individual performance, (ii) ensure
compensation fairness and consistency in accordance with individual
responsibilities and performances and (iii) emphasize both short and long-term
Company performance. The current executive compensation structure consists of
base salary, annual cash incentive bonus programs and stock options.
During the last few years, an increasing portion of each executive's total
compensation has become dependent on annual Company performance. The applicable
performance measurements have broadened from primarily goals (1985 to 1990)
relating to operating cash flow (as defined by the Company) to operating cash
flow goals plus (beginning in 1991) individual performance objectives.
The Compensation Committee's guiding objective in the establishment of base
compensation is to provide a competitive salary in light of the executive's
level and scope of responsibilities, the executive's performance and the
Company's salary budget. The Compensation Committee periodically has the
Company's executive base salaries compared with marketplace information, so that
a near median relation is sought. This comparison is based on the Towers Perrin
Media Industry Compensation Survey of 86 companies (including 16 of the 19
companies in the Company's Peer Group Index). The base level of income is
modified annually, based on subjective judgements, by the Compensation
Committee, considering such factors as the cash flow performance of the Company
or the applicable division, any change in the individual's responsibility or
geographic location and the Company's overall salary budget.
To motivate and reward the accomplishment of annual corporate, divisional
and individual objectives, the Compensation Committee has approved a Management
Committee Incentive Plan (MCIP). This plan provides for annual cash compensation
awards to executive officers (other than the chief executive officer and
chairman of the board) that vary from 0% to 100% of base
15
<PAGE>
salary depending upon the achievement of net operating cash flow levels
determined by the Company's management by reference to the Company's annual
budget approved by the Board and objective and subjective key individual goals
specified by the chief executive officer (in the case of Mr. Hamby) or the chief
operating officer (in the case of the other executive officers covered by the
plan). As a pay-for-performance bonus plan, year-end incentive awards are paid
only if minimum performance thresholds are met. Participants are subject to two
performance measures: (1) corporate/divisional operating cash flow goals which
govern 75% of the possible award and provide for the minimum bonus payment if
95%, and the maximum bonus payment if 110%, of the applicable cash flow goal is
met, and (2) key individual objectives which are weighted based on their
importance to the Company and account for 25% of the potential award. These
components provide a superior incentive award opportunity if superior results
are achieved. For 1993, each division achieved at least 95% of its budgeted cash
flow goal, and the Company achieved 98.5% of its cash flow goal. Each of the
officers covered by the MCIP achieved at least 90% of his key individual
objectives during 1993.
The 1993 bonus paid to Mr. Sbarra, who was not a participant in the MCIP in
1993, was awarded by the Compensation Committee because of his new role as
Senior Vice President -- Operations.
The Stock Option Committee believes that significant executive stock
ownership is a major incentive in building shareholders' wealth and aligning the
interest of executives and shareholders. Stock options are granted to officers
and other employees by the Stock Option Committee and generally vest over a
five-year employment period.
Numerous objective and subjective factors are considered by the Stock
Option Committee in the allocation of stock options among operating divisions,
business units and individual executives. Some of the more important factors
considered are:
Operating cash flow contribution
Operating profit contribution
Operating cash flow contribution less capital expenditures
Number of business locations or staff functions managed
Number of key executives managed
Future potential of the key executive
Commencing in 1994, the Omnibus Budget Reconciliation Act of 1993 denies
publicly traded companies the ability to deduct for federal income tax purposes
certain compensation paid to top executive officers in excess of $1 million per
person. The Compensation Committee and the Stock Option Committee intend in 1994
to examine the new rules and determine whether the Company may provide
non-deductible executive compensation.
16
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Bartlett joined the Company in 1976, served as its chief executive
officer from December 1984 to April 1993 and assumed the Board chairmanship in
1989. Mr. Grimes was elected chief executive officer in April 1993 and resigned
that position in December 1993. Mr. Bartlett reassumed the position of chief
executive officer in December 1993. Mr. Bartlett was President of the Company
through its recapitalization merger on October 1, 1985 which allowed the
Company's shareholders generally to convert each share of stock into such
combination of cash, subordinated debenture and proportionate share of the
recapitalized company's stock as was elected by the shareholder. Based on the
price of the Company's common stock, the Company's shareholders earned from the
recapitalization merger price ($3.33 per share) to December 31, 1993 a total
return of 93% (reflecting an annual compound growth rate of 3%).
The Chief Executive Officer's base salary is determined by the Compensation
Committee in its sole discretion based on comparisons with marketplace
information as described above under Executive Officer Compensation.
While annual shareholders' total return is important, it is subject to the
vagaries of the market. The annual cash bonus paid to the Company's chief
executive officer is determined by the Compensation Committee in its sole
discretion. In exercising this discretion, the Compensation Committee considers
subjective factors, and specific corporate goals that should ultimately be
reflected in higher stock prices, such as operating cash flow, net earnings and
earnings per share, and the amount of the cash bonus which the chief executive
officer would have received had he been subject to the MCIP.
Mr. Grimes was not granted a bonus at year-end because his resignation was
prior to year-end. However, the severance payments to Mr. Grimes are equivalent
to approximately one year's salary plus $213,000 in lieu of a year-end bonus.
During recent years, changes in Mr. Bartlett's bonus compensation have
generally paralleled the Company's operating performance. In 1993, Mr.
Bartlett's bonus was less than his 1992 bonus reflecting the fact that the
Company achieved less than 100% (98.5%) of its operating cash flow goals. In
1993, Mr. Bartlett's annual compensation decreased 10%, the Company's operating
cash flow increased 9%, and net earnings and earnings per share excluding one
time unusual accounting adjustments increased 19% and 17%, respectively. Since
1988, the Company's operating cash flow has increased 35%, net earnings have
increased 168%, and earnings per share have increased 158%. These operating
performance results compare to a 58% increase in Mr. Bartlett's annual cash
compensation since 1988.
Upon his election as chief executive officer in 1993, Mr. Grimes was
awarded 100,000 stock options which he forfeited upon his resignation in
December 1993.
17
<PAGE>
In view of the stock options which Mr. Bartlett received in connection with
the Company's recapitalization merger, he has not been granted any stock options
since 1985.
<TABLE>
<S> <C>
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
John T. LaMacchia, Chair John T. LaMacchia, Chair
David L. Freeman George H. V. Cecil
Elizabeth P. Stall Rhea T. Eskew
William C. Stutt Leslie G. McCraw
Dorothy P. Ramsaur
Elizabeth P. Stall
William C. Stutt
</TABLE>
18
<PAGE>
PERFORMANCE GRAPH
A line graph comparing the cumulative total shareholder return on the
Common Stock of the Company for the last five fiscal years with the cumulative
total return of the NASDAQ Market Index and a Company selected peer group over
the same period is presented below:
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MULTIMEDIA, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
(Performance Graph appears here--see appendix for listing of plot points)
ASSUMES $100 INVESTED ON JANUARY 1, 1989 AND DIVIDEND REINVESTMENT
Note: The peer group consists of the following companies:
A. H. Belo Corporation
Capital Cities/ABC, Inc.
CBS, Inc.
Comcast Corporation
Dow Jones & Company, Inc.
Gannett Co, Inc.
Knight-Ridder, Inc.
Lee Enterprises
Media General, Inc.
Multimedia, Inc.
New York Times Company
Park Communications, Inc.
Scripps Howard Broadcasting
Company
TCA Cable TV, Inc.
Tele-Communications, Inc.
Times Mirror Company
Tribune Company
Viacom, Inc.
Washington Post Company
The peer group used in the Company's Performance Graph contained in the
Company's 1993 Proxy Statement included Affiliated Publications, Inc., the stock
of which ceased being publicly traded in 1993.
19
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 1993:
John T. LaMacchia, as Chair, David L. Freeman, Elizabeth P. Stall and William C.
Stutt. The following directors served on the Stock Option Committee during 1993:
John T. LaMacchia, as Chair, George H. V. Cecil, Rhea T. Eskew, Leslie G.
McCraw, Dorothy P. Ramsaur, Elizabeth P. Stall and William C. Stutt.
During 1993, David L. Freeman served as the Secretary for the Company and
various of its subsidiaries and was employed by the Company in that capacity.
The law firm of Wyche, Burgess, Freeman & Parham, P.A., of which Mr. Freeman is
a member, serves as the Company's general counsel and was paid approximately
$520,000 by the Company in 1993 for its legal services. Prior to 1990, Rhea T.
Eskew was an officer of the Company. William C. Stutt is a limited partner of
The Goldman Sachs Group, L.P., the 99% general partner of Goldman, Sachs & Co.
which has provided investment banking services for the Company on several
occasions in the past. In addition, Goldman Sachs is a market maker in the
Company's shares. Goldman Sachs may, from time to time, provide similar or other
services for the Company.
ELECTION OF AUDITORS
The Board of Directors recommends the ratification of the appointment of
KPMG Peat Marwick, independent certified public accountants, as auditors for the
Company and its subsidiaries for 1994 and to audit and report to the
shareholders upon the financial statements as of and for the period ending on
December 31, 1994. Representatives of KPMG Peat Marwick will be present at the
meeting, and such representatives will have the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions which the shareholders may have. KPMG Peat Marwick has acted for the
Company in this capacity since 1969, and neither the firm nor any of its members
has any relation with the Company except in the firm's capacity as such auditors
and tax advisers.
The appointment of auditors is approved annually by the Board of Directors
and subsequently submitted to the shareholders for ratification. The decision of
the Board is based on the recommendation of the Audit Committee.
VOTING AND OTHER SHAREHOLDER RIGHTS
Only holders of the Company's 37,274,978 shares of common stock of record
at the close of business on March 3, 1994 will be entitled to vote at the Annual
Meeting. The shareholders' common stock may not be voted cumulatively in the
election of Directors.
20
<PAGE>
Directors will be elected by a plurality of the votes cast at the meeting.
The affirmative vote of more shares present or represented at the Annual Meeting
voting in favor than voting against will be required to ratify the appointment
of auditors. Abstentions and broker non-votes, which are separately tabulated,
are included in the determination of the number of shares present and voting,
but have no effect on the votes respecting the matters to be voted upon at the
meeting.
In September 1989, the Company declared a dividend distribution of one
common share purchase Right for each then and subsequently outstanding share of
the Company's common stock. The Rights are designed to assure that all the
Company's shareholders, other than an acquiring person, receive equal treatment
in the event of any proposed takeover of the Company. Each Right will entitle
the holder to buy from the Company one share of common stock at an exercise
price of $133.33.
The Rights will be exercisable only if a person or group acquires 15% or
more of the Company's common stock or announces a tender or exchange offer, the
consummation of which would result in beneficial ownership by a person or group
of 15% or more of the common stock. If a person or group acquires beneficial
ownership of 15% or more of the Company's outstanding common stock, each holder
of a Right, other than Rights beneficially owned by the acquiring person or
group, will have the right to purchase common shares of the Company having a
market value of twice the exercise price of the Right (or such lesser number of
shares for such proportionately lesser purchase price as is permitted by the
amount of the Company's unissued authorized shares). Further, at any time after
a person or group acquires beneficial ownership of 15% or more (but less than
50%) of the Company's outstanding common stock, the Board of Directors may, at
its option, exchange part or all of the Rights (other than Rights beneficially
owned by the acquiring person or group) for shares of the Company's common stock
on a one-for-one basis. If the Company is acquired in a merger or other business
combination transaction or participates in any of certain specified
extraordinary transactions, each holder of a Right, other than Rights
beneficially owned by a person or group beneficially owning 15% or more of the
Company's outstanding common stock, will thereafter have the right to purchase
common shares of the acquiring or surviving company which at the time of such
transaction will have a market value of twice the exercise price of the Right.
Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for
one-third of one cent per Right at the option of the Board of Directors. If
unexercised, the Rights expire September 6, 1999.
21
<PAGE>
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by mail, proxies may be solicited by
directors, officers and other regular employees of the Company by telephone,
telegram or personal interview for no additional compensation. Arrangements will
be made with brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation material to beneficial owners of the stock held of record
by such persons, and the Company will reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing. To assure the presence in
person or by proxy of the largest number of shareholders possible, D. F. King &
Co., Inc. has been engaged to solicit proxies on behalf of the Company for an
estimated fee of $8,000 plus reasonable out-of-pocket expenses.
PROPOSALS OF SECURITY HOLDERS
Any shareholder of the Company who desires to present a proposal at the
1995 Annual Meeting of Shareholders for inclusion in the proxy statement and
form of proxy relating to that meeting must submit such proposal to the Company
at its principal executive offices on or before November 16, 1994.
FINANCIAL INFORMATION
THE COMPANY'S 1993 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS ON OR
ABOUT THE DATE OF MAILING THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE,
WITHOUT CHARGE TO ANY RECORD OR BENEFICIAL SHAREHOLDER AS OF MARCH 3, 1994, WHO
SO REQUESTS IN WRITING, A COPY OF SUCH 1993 ANNUAL REPORT OR THE COMPANY'S 1993
ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS), INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED TO MULTIMEDIA, INC.,
305 S. MAIN STREET, POST OFFICE BOX 1688, GREENVILLE, SOUTH CAROLINA 29602,
ATTENTION: MARKEETA L. MCNATT, CORPORATE COMMUNICATIONS.
22
<PAGE>
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors was not
aware that any business not described above would be presented for consideration
at the Annual Meeting. If any other business properly comes 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 person voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
David L. Freeman, SECRETARY
Greenville, South Carolina
March 15, 1994
23
<PAGE>
<TABLE>
<S> <C>
PROXY MULTIMEDIA, INC.
P.O. Box 1688
Greenville, S.C. 29602
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Walter E. Bartlett and Robert E. Hamby, Jr. and
each of them as Proxies, each with the power to appoint his substitute and
hereby authorizes each of them to represent and to vote, as designated below,
all the shares of common stock of Multimedia, Inc. held of record by the
undersigned on March 3, 1994 at the annual meeting of shareholders to be held
April 20, 1994 or any adjournment thereof.
1. Election of Directors
<TABLE>
<CAPTION>
<S> <C>
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>
W. E. Bartlett, G. H. V. Cecil, R. T. Eskew, D. L. Freeman, M. D. Hagy, R. E.
Hamby, Jr., J. T. LaMacchia,
L. G. McCraw, D. P. Ramsaur, D. D. Sbarra, E. P. Stall and W. C. Stutt
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
2. Proposal to ratify the appointment of KPMG Peat Marwick as independent
auditors of the Company for 1994.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF PROPOSALS 1 AND 2.
Please sign exactly as name appears on
this proxy. 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 President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Signature
Signature if held jointly
DATED , 1994
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
*****************************************************************************
APPENDIX
On the Notice of Annual Meeting of Shareholders page, the Multimedia,
Inc. logo appears at the top of the page where noted.
On Page 19 the Performace Graph appears where noted. The plot points
are listed as follows:
1988 1989 1990 1991 1992 1993
Multimedia, Inc. 100 123.20 89.54 90.29 127.58 134.45
Peer Group Index 100 128.70 103.55 115.40 136.61 170.74
NASDAQ Market 100 112.89 91.57 117.56 118.71 142.40
