<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
( x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
MultiMedia, Inc.
(Name of Registrant as Specified In Its Charter)
MultiMedia, Inc.
(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(i)(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: *
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
( ) Filing Fee of $ was previously paid on , 199 ,
the date the Preliminary Proxy Statement was filed.
<PAGE>
MULTIMEDIA, INC.
305 SOUTH MAIN STREET
P.O. BOX 1688
GREENVILLE, SOUTH CAROLINA 29602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 1995
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 19, 1995, at the
Roe Cabaret 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 LLP as
independent auditors of the Company for 1995.
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, 1995, 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, 1995
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 19, 1995
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 19, 1995, at the Roe Cabaret 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, 1995.
Only shareholders of record at the close of business on March 3, 1995, are
entitled to notice of and to vote at the meeting. As of such date, there were
outstanding 37,628,478 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. Except as otherwise noted below, the business address of each nominee is
Multimedia, Inc., 305 South Main Street, Greenville, South Carolina 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 PRINCIPAL OCCUPATION SINCE OUTSTANDING) (20)
<S> <C> <C> <C>
George H. V. Cecil Chairman of Biltmore Farms, Inc., 1975 21,000 (*)
P.O. Box 5355, Asheville, North
Carolina 28813 (Real Estate
Development and Investments), Age 70
(1)(15)(17)
Rhea T. Eskew Consultant to the Company, 1979 19,400 (*)
400 Huntington Road
Greenville, South Carolina 29615,
Age 71 (2)(16)(17)
David L. Freeman Secretary of the Company and a 1984 83,800 (*)
member of the law firm of Wyche,
Burgess, Freeman & Parham, P.A., 44
E. Camperdown Way, Greenville, South
Carolina 29601, Age 70
(3)(13)(14)(18)
Douglas J. Greenlaw President and Chief Operating 1994 -- (*)
Officer of the Company, Age 50
(4)(13)
M. Dexter Hagy President of Vaxa Corporation, 1994 7,000 (*)
Nations Bank Plaza, Suite 606,
Greenville, South Carolina 29601
(Investment Holding Company), Age 50
(5)(13)(15)(17)
Robert E. Hamby, Jr. Senior Vice President Finance and 1990 141,231 (*)
Administration and Chief Financial
Officer of the Company, Age 48
(6)(13)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
DIRECTOR OWNED (% OF
NAME PRINCIPAL OCCUPATION SINCE OUTSTANDING) (20)
<S> <C> <C> <C>
John T. LaMacchia President and Chief Executive 1989 6,600 (*)
Officer and Director of Cincinnati
Bell Inc., 201 East 4th Street,
Cincinnati, Ohio 45202 (Telephone
Company), Age 53 (7)(14)(17)
Leslie G. McCraw Chairman of the Board and Chief 1990 6,600 (*)
Executive Officer of Fluor
Corporation, 3333 Michelson Drive,
Irvine, California 92730
(Engineering and Construction), Age
60 (8)(15)(17)
Dorothy P. Ramsaur Homemaker active in the supervision 1986 1,566,822 (4.16%)
of personal and family investments,
1 Rockingham Road, Greenville, South
Carolina 29607, Age 68 (9)(16)(17)
Donald D. Sbarra Chairman of the Board and Chief 1988 31,200 (*)
Executive Officer of the Company,
Age 64 (10)(13)
Elizabeth P. Stall Homemaker active in civic affairs 1986 63,382 (*)
and in the supervision of personal
and family investments, 11 Sirrine
Drive, Greenville, South Carolina
29605, Age 63 (11)(14)(16)(17)(18)
William C. Stutt Limited Partner of Goldman Sachs 1981 28,000 (*)
Group, L.P., 85 Broad Street, New
York, New York 10004 (Investment
Banking), Age 67
(12)(13)(14)(17)(18)
All Directors and Executive 2,289,804 (6.01%)(19)
Officers as a Group (17 persons)
</TABLE>
(*) Less than 1%.
(1) Mr. Cecil is a Director of Carolina Power & Light Co. The number of shares
shown as beneficially owned by Mr. Cecil includes 6,000 shares covered by
options under the Director Stock Option Plan.
(2) 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 1984. The number of shares shown as beneficially
owned by Mr. Eskew includes 6,000 shares covered by options under the
Director Stock Option Plan.
(3) 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
3
<PAGE>
number of shares shown as beneficially owned by Mr. Freeman includes 8,800
shares covered by options but does not include 8,200 shares covered by
options, which excluded options become exercisable more than 60 days after
the date of this Proxy Statement.
(4) Mr. Greenlaw was elected President and Chief Operating Officer in August
1994. Mr. Greenlaw was Chairman and Chief Executive Officer of the Ventures
Division of Whittle Communications, Ltd. from December 1991 until August
1994. He was Executive Vice President of MTV Networks, Inc., a subsidiary
of Viacom, Inc., from 1987 until December 1991. The number of shares shown
as beneficially owned by Mr. Greenlaw does not include 50,000 shares
covered by options, which excluded options become exercisable more than 60
days after the date of this Proxy Statement.
(5) From 1991 through 1993, Vaxa Corporation owned and Mr. Hagy operated
Siteguard Security Holding Company, a security alarm business headquartered
in Greenville, South Carolina. Mr. Hagy is a Director of Carolina First
Corporation. The number of shares shown as beneficially owned by Mr. Hagy
includes 5,000 shares covered by an option under the Director Stock Option
Plan. Mr. Hagy's initial report on Form 3 under the Securities Exchange Act
of 1934, as amended, was filed late.
(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 123,000 shares covered by options
but does not include 59,000 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, of 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 6,000 shares covered by
options under 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 6,000 shares covered by options
under 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 6,000
shares covered by options under the Director Stock Option Plan.
4
<PAGE>
(10) Mr. Sbarra was elected Chairman of the Board and Chief Executive Officer of
the Company in June 1994. He 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 April 1981 to April 1993. The number of shares
shown as beneficially owned by Mr. Sbarra includes 25,000 shares covered by
options.
(11) Mrs. Stall is a Director of Carolina First Corporation. The number of
shares shown as beneficially owned by Mrs. Stall includes 750 shares held
by her as personal representative of her husband's estate, of which shares
she disclaims beneficial ownership. The number of shares shown as
beneficially owned by Mrs. Stall includes 6,000 shares covered by options
under 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 also includes 6,000 shares covered by options under 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 of 481,900 shares covered by options which are or may
become exercisable within 60 days; includes 11,106 shares held by the
Company's Thrift Plan of which an executive officer may be deemed a
beneficial owner, and excludes an aggregate of 402,600 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 nine times during the year ended December 31,
1994. The Executive Committee met seven times in 1994 for the purpose of acting
for the Board between Board meetings. The Audit Committee met with
representatives of KPMG Peat Marwick LLP two times during 1994 for the purpose
of reviewing the firm's scope and results of their audit. The Compensation
Committee met five times in 1994 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, established
for the purpose of granting options for the Company's common stock to the
Company's executive officers and employees, met three times in 1994. The
Employee Benefits Committee, established for the purpose of reviewing new and
amended employee benefit programs and personnel policies, did not meet in 1994.
The Nominating Committee met twice in 1994 for the purpose of recommending to
the Board nominees for election as directors. Nomination 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, other than Mrs. Ramsaur, 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, 1994 (except as noted below), 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>
Heine Securities Corporation
Michael F. Price 2,763,400 7.34%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078 (1)
Southeastern Asset Management, Inc.
O. Mason Hawkins 3,813,000 10.13%
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119 (2)
Wachovia Corporation, as trustee 1,964,991 5.22%
301 North Main Street
Winston-Salem, North Carolina 27150 (3)
Wellington Management Company 2,701,215 7.18%
75 State Street
Boston, Massachusetts 02109 (4)
</TABLE>
6
<PAGE>
(1) The number of shares shown as beneficially owned by Heine Securities
Corporation ("HSC") is based on information provided as of December 31,
1994. One or more of HSC's advisory clients is the legal owner of 2,763,400
shares. Pursuant to investment advisory agreements with its advisory
clients, HSC has sole investment discretion and voting authority with
respect to such 2,763,400 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.
(2) The number of shares shown as beneficially owned by Southeastern Asset
Management, Inc. ("Southeastern") is based upon information provided as of
February 28, 1995. These shares are owned by various investment advisory
clients of Southeastern. Pursuant to investment advisory agreements with its
clients, Southeastern has sole voting power with respect to 2,270,000
shares, shared voting power with respect to 1,403,400 shares, sole
investment power with respect to 2,395,600 shares and shared investment
power with respect to 1,403,400 shares. O. Mason Hawkins is Chairman of the
Board and Chief Executive Officer of Southeastern. Mr. Hawkins disclaims
beneficial ownership of the shares owned by Southeastern.
(3) The number of shares shown as beneficially owned by Wachovia Corporation as
trustee is based on information provided as of December 31, 1994, and are
held by its subsidiary, Wachovia Bank of South Carolina, N.A., as trustee.
With respect to these shares, Wachovia or its subsidiary has sole voting
power with respect to 1,045,341 shares, shared voting power with respect to
110,064 shares, sole investment power with respect to 1,232,815 shares and
shared investment power with respect to 720,486 shares.
(4) The number of shares shown as beneficially owned by Wellington Management
Company ("WMC") is based on information provided as of December 31, 1994.
These shares are owned by various investment advisory clients of WMC or its
subsidiary, Wellington Trust Company, N.A. Pursuant to investment advisory
agreements with such clients, WMC or its subsidiary has shared voting power
with respect to 1,099,240 shares and shared investment power with respect to
all 2,701,215 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 POSITION OUTSTANDING)(7)
<S> <C> <C>
Michael C. Burrus Vice President of the Company and President of 64,000 (*)
Multimedia Cablevision Company, Age 40 (2)
David L. Freeman Secretary of the Company, Age 70 (1) 83,800 (*)
Douglas J. Greenlaw President and Chief Operating Officer of the -- (*)
Company, Age 50 (1)
Robert E. Hamby, Jr. Senior Vice President -- Finance and Adminis- 141,231 (*)
tration and Chief Financial Officer of the Company,
Age 48 (1)
James M. Hart Vice President of the Company and President of 12,600 (*)
Multimedia Broadcasting Company, Age 52 (3)
Thomas L. Magaha Vice President -- Development of the Company, Age 38,643 (*)
42 (4)
William deB. Mebane Vice President of the Company and President of 78,178 (*)
Multimedia Newspaper Company, Age 46 (5)
Donald D. Sbarra Chairman of the Board and Chief Executive Officer 31,200 (*)
of the Company, Age 64 (1)
Robert L. Turner Vice President of the Company and President of 121,348 (*)
Multimedia Entertainment Company, Age 53 (6)
</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 64,000 shares covered by options but does not include 84,100 shares
covered by options, which excluded options become exercisable more than 60
days after the date of this Proxy Statement.
(3) Mr. Hart joined the Company in April 1967 and was named Vice President of
the Company and President of Multimedia Broadcasting Company in September
1994. He served as Vice President and General Manager of WBIR-TV (wholly
owned by the Company) from November 1981 until September 1994. The number of
shares shown as beneficially owned by
8
<PAGE>
Mr. Hart includes 12,600 shares covered by options but does not include
80,000 shares covered by options, which excluded options become exercisable
more than 60 days after the date of this Proxy Statement. Mr. Hart's initial
report on Form 3 under the Exchange Act was filed late.
(4) Mr. Magaha joined the Company in October 1979 and was named Vice
President -- Development of the Company in September 1994. He served as Vice
President -- Finance and Development/Controller of the Company from November
1993 until September 1994, Vice President and Controller from October 1990
until November 1993 and Controller from December 1985 until October 1990.
The number of shares shown as beneficially owned by Mr. Magaha includes
26,700 shares covered by options but does not include 29,100 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. Magaha also includes 1,943 shares held by the
Company's Thrift Plan, of which Mr. Magaha may be deemed a beneficial owner.
(5) 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 (wholly owned by the Company). He served as Vice
President of Multimedia Newspaper Company from June 1985 to February 1989.
The number of shares shown as beneficially owned by Mr. Mebane includes
53,600 shares covered by options but does not include 45,400 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. 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.
(6) 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 121,200 shares covered by
options but does not include 46,800 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.
(7) 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 1994, and the four other most highly compensated executive
officers of the Company in 1994, for the fiscal years ended December 31, 1994,
1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION (1) SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($)
<S> <C> <C> <C> <C> <C>
Donald D. Sbarra 1994 $489,930 $ 431,250 25,000 $ 4,215 (2)
Chairman and CEO 1993 323,680 125,000 -- 5,622 (2)
1992 323,680 187,961 -- 5,609 (2)
Walter E. Bartlett 1994 290,178 -- -- 267,564 (3)
Chairman, President and CEO 1993 533,676 236,000 -- 4,444 (2)
(until June 1994) 1992 528,244 325,000 -- 2,739 (2)
Robert L. Turner 1994 394,654 100,000 30,000 3,000 (2)
President MEC 1993 383,776 169,725 -- 4,717 (2)
1992 371,710 213,150 18,000 4,468 (2)
Robert E. Hamby, Jr. 1994 313,680 175,000 42,000 3,094 (2)
Senior VP Finance and CFO 1993 298,680 164,691 -- 4,859 (2)
1992 283,680 182,023 20,000 4,644 (2)
William deB. Mebane 1994 283,680 190,000 31,000 3,010 (2)
President MNC 1993 273,680 96,195 -- 4,761 (2)
1992 260,680 165,236 14,000 4,531 (2)
Douglas J. Greenlaw
President and COO 1994 308,756 100,000 50,000 --
</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) Mr. Bartlett resigned as Chairman and Chief Executive Officer in June 1994.
The 1994 amount for Mr. Bartlett includes $264,425 for consulting services
subsequent to his retirement and $3,139 in amounts contributed by the
Company under the Company's Thrift Plan.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth the options granted in 1994 to the named
executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED GRANT DATE
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION PRESENT
GRANTED (#) IN FISCAL YEAR PRICE ($/SH)(1) DATE (2) VALUE ($)(3)
<S> <C> <C> <C> <C> <C>
Donald D. Sbarra 25,000 3.3% $ 26.25 12/8/04 $ 390,250
Walter E. Bartlett None -- -- -- --
Robert L. Turner 15,000 2.0% 34.25 2/7/04 296,400
15,000 2.0% 26.25 12/8/04 234,150
Robert E. Hamby, Jr. 20,000 2.6% 34.25 2/7/04 395,200
22,000 2.9% 26.25 12/8/04 343,420
William deB. Mebane 15,000 2.0% 34.25 2/7/04 296,400
16,000 2.1% 26.25 12/8/04 249,760
Douglas J. Greenlaw 50,000 6.5% 29.75 7/19/04 896,500
</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 becomes exercisable for 20% of the shares covered thereby on the
first anniversary and for an additional 20% of the shares covered thereby on
each anniversary thereof. In addition, options granted to Mr. Sbarra become
exercisable in full on his 65th birthday (May 1995).
(3) The present value determination was made using the Black-Scholes option
pricing model as measured at the date of each grant. The following
assumptions were used in the Black-Scholes option pricing model: expected
volatility based upon the most recent 180 trading days prior to the grant,
expected risk-free rate of return based upon the yield of Treasury
Securities maturing at the same time as the option, 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 1994
by the named executive officers and the value of such officers' unexercised
options at December 31, 1994.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS OPTIONS
EXERCISE VALUE AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(2)
NAME (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Donald D. Sbarra -- $ -- -- 25,000 $ -- $62,500
Walter E. Bartlett 200,000 5,208,400 -- -- -- --
Robert L. Turner -- -- 121,200 46,800 1,753,389 73,191
Robert E. Hamby, Jr. -- -- 123,000 59,000 1,057,149 90,691
William deB. Mebane -- -- 53,600 45,400 223,641 75,691
Douglas J. Greenlaw -- -- -- 50,000 -- --
</TABLE>
(1) The value shown represents the excess of the stock's 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, 1994, over the exercise price of the shares covered by the 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, 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 Mr. Bartlett was $350,000. The specified
dollar amount for Messrs. Sbarra, Turner, Hamby, Mebane and Greenlaw as of
December 31, 1994, was $250,000 each. 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 1995, at age
65, based on selected periods of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE
ANNUAL YEARS OF SERVICE
EARNINGS 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$100,000 $ 18,750.00 $ 25,000.00 $ 31,250.00 $ 37,500.00 $ 43,750.00
200,000 (2) 37,500.00 50,000.00 62,500.00 75,000.00 87,500.00
300,000 (2) 56,250.00 75,000.00 93,750.00 112,500.00 131,250.00(1)
400,000 (2) 75,000.00 100,000.00 125,000.00(1) 150,000.00(1) 175,000.00(1)
500,000 (2) 93,750.00 125,000.00(1) 156,250.00(1) 187,500.00(1) 218,750.00(1)
600,000 (2) 112,500.00 150,000.00(1) 187,500.00(1) 225,000.00(1) 262,500.00(1)
700,000 (2) 131,250.00(1) 175,000.00(1) 218,750.00(1) 262,500.00(1) 306,250.00(1)
800,000 (2) 150,000.00(1) 200,000.00(1) 250,000.00(1) 300,000.00(1) 350,000.00(1)
</TABLE>
(1) Exceeds the maximum annual amount payable under the Pension Plan of
$120,000.
(2) Exceeds the maximum annual cash compensation 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 10 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. Sbarra
has 26 years of service; Mr. Bartlett had 27 years of service; Mr. Greenlaw has
no years of service; Mr. Turner has four years of service; Mr. Hamby has 10
years of service, and Mr. Mebane has 24 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 10 years. The Program provided for monthly
vesting on a pro-rata basis beginning July 1, 1991, through December 31, 1994.
In connection with Mr. Bartlett's retirement in June 1994, the program was
amended to provide that Mr. Bartlett would receive the full amount of the
Program's Retirement benefit notwithstanding the termination of his employment
prior to December 31, 1994. The fully vested annual supplemental retirement
benefit is $200,000 for Mr. Bartlett and $100,000 for Mr. Sbarra.
13
<PAGE>
OTHER
Douglas J. Greenlaw has an agreement with the Company pursuant to which his
base salary is at the annual rate of $400,000, and he received in 1994 a one
time payment of $150,000 in addition to a bonus of $100,000. The agreement
provides that for 1995 he will be entitled to a bonus equal to the greater of
the bonus due as a participant in the Management Committee Incentive
Compensation Plan or $100,000 plus one-half of the amount he would be due as a
participant in the Management Committee Incentive Compensation Plan. If Mr.
Greenlaw's employment is terminated without cause prior to July 31, 1996, he
will receive a lump sum payment equal to his annual base salary then in effect.
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 (other than Executive Committee meetings) in addition to the directors'
fees. Outside directors serving on the Executive Committee receive additional
annual fees of $19,200 and attendance fees of $1,000 per Executive Committee
meeting. 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.
14
<PAGE>
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 of the Board of Directors (the "Compensation
Committee") 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 of the Board (the "Stock Option
Committee") grants options for the Company's common stock to the Company's
executive officers and employees. These Committees provide the following joint
report.
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 relating to
operating cash flow (as defined by the Company) (1985 to 1990) to operating cash
flow goals plus (beginning in 1991) individual performance objectives based on
strategic and operational considerations.
15
<PAGE>
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 75 companies (including 14 of the 18
companies in the Company's Peer Group Index). The base level of income is
modified annually, based on subjective judgments, by the Compensation Committee,
considering primarily cost of living increases and any change in the
individual's responsibilities. The executive officers' 1994 base compensation
was increased from the 1993 amounts by a cost of living adjustment in all cases
except one where an additional increase was given to account for an enlargement
of responsibilities.
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 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. Greenlaw and 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 1994, each division with the exception of the Entertainment
Division achieved at least 95% of its budgeted cash flow goal, and the Company
achieved 101.4% of its cash flow goal. Each of the officers covered by the MCIP
achieved at least 90% of his key individual objectives during 1994.
The 1994 bonus paid to Mr. Greenlaw was based, and any bonus to be paid to
Mr. Greenlaw in 1995 will be based, upon his contractual agreement with the
Company.
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.
16
<PAGE>
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:
(Bullet) Operating cash flow contribution
(Bullet) Operating profit contribution
(Bullet) Operating cash flow contribution less capital expenditures
(Bullet) Number of business locations or staff functions managed
(Bullet) Number of key executives managed
(Bullet) 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 has not yet adopted a position with respect
to whether or not the Company's cash bonus plans will be structured to cause
them to be exempt from the $1 million limit of deductibility. In 1994, no
executive officer's cash compensation exceeded $1,000,000. The Stock Option
Committee believes, as a result of certain transition rules, that options
granted prior to the Company's 1997 annual shareholders meeting under the
Company's current stock option plans are not and will not be affected by the $1
million deductibility limitation.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Sbarra assumed the position of Chief Executive Officer of the Company
in June 1994. Prior to that, Mr. Sbarra served as Senior Vice President of
Operations of the Company.
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". The rate
of Mr. Sbarra's 1994 base compensation was adjusted, upon his becoming Chief
Executive Officer, to the rate of Mr. Bartlett's 1994 base compensation as Chief
Executive Officer before his resignation.
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 generally
considers subjective factors, such as the chief executive officer's leadership
in strategic development of the Company, and specific corporate goals that
should ultimately be reflected in higher stock prices, such as operating cash
flow, net earnings and earnings per share. In addition, the Compensation
Committee considers the amount of the cash bonus which the chief executive
officer would have received had he been subject to the MCIP.
17
<PAGE>
The cash bonus paid to Mr. Sbarra in 1994, $300,000, approximated the bonus
he would have received had he been subject to the MCIP. No other factor was
significant in determining Mr. Sbarra's 1994 cash bonus. In addition, Mr. Sbarra
was given in 1994 a stock bonus of 5,000 shares (valued at $131,250 based upon
the fair market value of the Company's stock on the date awarded) and a stock
option grant of 25,000 shares. The exercise price of the stock options granted
was the fair market value of the Company's common stock on the date of grant.
The stock bonus and stock option grants were made based upon the Stock Option
Committee's subjective recognition that Mr. Sbarra had taken on extraordinary
responsibilities in stepping into the Chief Executive Officer position in
mid-year.
Mr. Bartlett, Chairman of the Board, President and Chief Executive Officer
of the Company until his resignation in June 1994, was not granted a bonus at
year-end because his resignation was prior to year-end. In view of the stock
options which Mr. Bartlett received in connection with the Company's 1985
Recapitalization, he was not granted any stock options in 1994. The amount paid
in 1994 to Mr. Bartlett for consulting services after his resignation was equal
to the amount he would have received as base compensation during that period had
he remained the Chief Executive Officer.
<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 M. Dexter Hagy
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
ASSUMES $100 INVESTED ON JANUARY 1, 1990 AND DIVIDEND REINVESTMENT
(The Performance Graph appears here. The plot points are listed as follows:)
1989 1990 1991 1992 1993 1994
MULTIMEDIA INC. 100 72.68 73.28 103.55 109.13 90.81
PEER GROUP 100 80.72 90.08 106.83 133.85 128.34
BROAD MARKET 100 81.12 104.14 105.16 126.14 132.44
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.
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 1994 Proxy Statement included Scripps Howard Broadcasting Company, the
stock of which ceased being publicly traded.
19
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 1994:
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 1994:
John T. LaMacchia, as Chair, George H. V. Cecil, Rhea T. Eskew, M. Dexter Hagy,
Leslie G. McCraw, Dorothy P. Ramsaur, Elizabeth P. Stall and William C. Stutt.
During 1994, 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
$528,000 by the Company in 1994 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 and from time to time provides other services for the Company.
The Company announced on February 22, 1995, that its Board of Directors had
authorized management, together with Goldman Sachs & Co. to explore strategic
alternatives to enhance shareholder value.
ELECTION OF AUDITORS
The Board of Directors recommends the ratification of the appointment of
KPMG Peat Marwick LLP, independent certified public accountants, as auditors for
the Company and its subsidiaries for 1995 and to audit and report to the
shareholders upon the financial statements as of and for the period ending on
December 31, 1995. Representatives of KPMG Peat Marwick LLP will be present at
the annual 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 LLP 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.
20
<PAGE>
VOTING AND OTHER SHAREHOLDER RIGHTS
Only holders of the Company's 37,628,478 shares of common stock of record
at the close of business on March 3, 1995, will be entitled to vote at the
Annual Meeting. The shareholders' common stock may not be voted cumulatively in
the election of Directors.
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.
PROPOSALS OF SECURITY HOLDERS
Any shareholder of the Company who desires to present a proposal at the
1996 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 15, 1995.
FINANCIAL INFORMATION
THE COMPANY'S 1994 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, 1995, WHO
SO REQUESTS IN WRITING, A COPY OF SUCH 1994 ANNUAL REPORT OR THE COMPANY'S 1994
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: CORPORATE COMMUNICATIONS.
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, 1995
22
*************************************************************************
APPENDIX
<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 Donald D. Sbarra 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, 1995 at the annual meeting of shareholders to be held
April 19, 1995 or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
G. H. V. Cecil, R. T. Eskew, D. L. Freeman, D. J. Greenlaw, 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 LLP as independent
auditors of the Company for 1995.
[ ] 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 , 1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
