PAGE
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS 240.14a-11(c) or SS 240.14a-12
Gibson Greetings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________________
5) Total Fee Paid:
____________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________________________
3) Filing Party:
____________________________________________________________________________
4) Date Filed:
____________________________________________________________________________
PAGE
<PAGE>
GIBSON GREETINGS, INC.
2100 Section Road
Cincinnati, Ohio 45237
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of Gibson Greetings, Inc. will
be held in the Auditorium of the Cincinnati Art Museum, Eden Park, Cincinnati,
Ohio, at 2:30 p.m., Eastern Daylight time, on May 23, 1995 for the following
purposes:
1. To elect three directors; and
2. To transact such other business as properly may come before
the meeting.
Stockholders of record at the close of business on April 25, 1995
are entitled to receive notice of, and to vote at, the meeting.
______________________________________________________________________________
BY ORDER OF THE BOARD OF DIRECTORS, May 5, 1995
HAROLD L. CALDWELL
SECRETARY
______________________________________________________________________________
IMPORTANT:
TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY. THE ENCLOSED RETURN ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES OR CANADA.
______________________________________________________________________________
PAGE
<PAGE>
GIBSON GREETINGS, INC.
2100 Section Road
Cincinnati, Ohio 45237
(513) 841-6600
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Gibson Greetings, Inc. of proxies to
be voted at the Annual Meeting of Stockholders on May 23, 1995. Except as
otherwise indicated, "the Company" as used herein refers to Gibson Greetings,
Inc., its subsidiary corporations and its predecessor corporations taken as a
whole. This Proxy Statement and the accompanying proxy card are being mailed
to stockholders on or about May 5, 1995.
OUTSTANDING VOTING SECURITIES
The number of voting securities of the Company outstanding on
April 25, 1995, the record date for the meeting, was 16,579,530 shares of
common stock, $.01 par value, all of one class and each entitled to one vote.
The holders of at least a majority of the outstanding shares of common stock
must be represented in person or by proxy at the Annual Meeting for the
meeting to be held.
PROXIES AND VOTING
Stockholders are urged to: read carefully the material in this
Proxy Statement; specify their choice on each matter by marking the
appropriate boxes on the enclosed proxy card; and sign, date and return the
card in the enclosed stamped envelope. A stockholder who executes a proxy may
revoke or revise that proxy in writing at any time before the meeting by
notice to the Company's Secretary or may, by voting by ballot at the meeting,
cancel any proxy previously returned.
The Company's Proxy Committee consists of three individuals, each
of whom is an officer of the Company. If a stockholder's proxy card is
properly executed and returned, but no choice is specified, the shares will be
voted by the Proxy Committee as recommended by the Company. At the present
time it is intended that proxies which contain no instructions to the contrary
will be voted "for" the nominees for director named in this Proxy Statement.
Should any nominee not be available for election, the proxies will be voted
for the election of such other person as may be recommended by the Company in
place of such nominee. Proxy cards, unless otherwise indicated by the
stockholder, also confer upon the Proxy Committee discretionary authority to
vote all shares of the stock represented by the proxies on any matter which
properly may be presented for action at the meeting. At the present time, the
Company is not aware of any business or matter which properly may be presented
for action at the meeting other than as is described in this Proxy Statement.
PAGE
<PAGE>
In accordance with the General Corporation Law of the State of
Delaware and the Company's By-Laws, the affirmative vote of a plurality of the
shares of the Company's common stock present in person or represented by proxy
at the meeting and entitled to vote on the election of directors will be
sufficient for election of the nominees as directors. Any other matter which
might arise at the meeting would be determined by a vote of a majority of the
shares of common stock present in person or represented by proxy and voting on
that matter. Abstentions and broker non-votes have the effect of negative
votes as to the election of directors but generally are deemed to be absent
shares as to other matters. Votes at the meeting will be tabulated by
financial officers of the Company, who act as Judges of Election. The Company
has not established a system for confidential voting.
ATTENDANCE AT ANNUAL MEETING
To ensure the availability of adequate space for stockholders
wishing to attend the meeting, attendance may be limited to stockholders of
record, beneficial owners of the Company's stock having evidence of such
ownership, or their respective authorized representatives, and invited guests
of Management. Please indicate whether you plan to attend the Annual Meeting
by checking the appropriate box on the enclosed proxy card.
THE BOARD OF DIRECTORS
Pursuant to the Delaware General Corporation Law, as implemented
by the Company's Restated Certificate of Incorporation and By-Laws, all
corporate powers are exercised, and the Company's business, property and
affairs are managed, by or under the direction of the Board of Directors.
Currently the Company has eight directors, divided into three
classes; Classes I and III contain three directors each and Class II is
composed of two directors. The nominees in Class III will be nominated for
election as directors to serve until the Annual Meeting in 1998 and until
their successors are elected and qualified. The directors in Class I have
been elected to serve until the Annual Meeting in 1996 and the directors in
Class II have been elected to serve until the Annual Meeting in 1997.
Set forth below is certain information with respect to each of the
nominees and continuing directors.
Class I
(Terms expiring in 1996)
CHARLES D. LINDBERG, age 66. Mr. Lindberg has been a partner in
the law firm of Taft, Stettinius & Hollister, counsel to the Company, for more
than the past five years and currently serves as Managing Partner. He has
been a director of the Company since May 1991 and has been a member of the
Audit Committee since 1994.
PAGE
<PAGE>
ALBERT R. PEZZILLO, age 66. Mr. Pezzillo is currently a business
consultant. He retired in 1990 from his position as Senior Vice President of
American Home Products Corporation, a manufacturer and marketer of ethical
pharmaceuticals, medical supplies and hospital, consumer health care, food and
household products. Prior to joining American Home Products in 1981, he held
a variety of executive positions with Warner Lambert Company and Colgate
Palmolive Company. Mr. Pezzillo became a director of the Company in April
1990. He has been a member of the Audit Committee since 1990 and a member of
the Compensation Committee since 1994.
C. ANTHONY WAINWRIGHT, age 61. Mr. Wainwright has been Chairman
of Compton Partners, Saatchi & Saatchi (formerly Campbell-Mithun-Esty), a
national advertising agency, since May 1994. He had served as Vice Chairman
of that company since 1989. From 1980 until 1989 he was President, Chief
Operating Officer and a director of The Bloom Companies, Inc., a holding
company for a national advertising agency group. Prior to 1980, Mr.
Wainwright held various executive positions with companies in the advertising
and marketing industries. He is also a director of American Woodmark
Corporation, Del Webb Corp. and Specialty Retail Group, Inc. He has been a
director of the Company since March 1988 and has been a member of the
Compensation Committee since 1993 and a member of the Nominating Committee
since 1991.
Class II
(Terms expiring in 1997)
FRANK STANTON, age 65. Until his retirement in 1990, Mr. Stanton
had served as Chairman and Chief Executive Officer of MRB Group, Inc., a
world-wide media and marketing research organization, which he founded in
1987. From 1974 until 1989 he was President and Chief Executive Officer of
Simmons Market Research Bureau, a leading rating service for the magazine
industry and now a subsidiary of MRB Group, Inc. He has been a director of
the Company since June 1985. He has been a member of the Audit and
Compensation Committees since 1986.
ROGER T. STAUBACH, age 53. Mr. Staubach has been Chairman of the
Board and Chief Executive Officer of The Staubach Company, a Dallas,
Texas-based integrated real estate service company, since 1990. He was
President of that company from 1981 until 1990 and was active in other real
estate brokerage businesses prior to 1981. From 1969 through 1979 he was a
member of The Dallas Cowboys professional football team. He is also a
director of Brinker International, Inc., Columbus Realty Trust, First USA,
Inc., Halliburton Company and Life Partner's Group, Inc. Mr. Staubach became
a director of the Company in January 1992. He has been a member of the
Nominating Committee since 1994.
PAGE
<PAGE>
Class III
(Nominees for election to serve until 1998)
THOMAS M. COONEY, age 69. Mr. Cooney was the Company's Chairman
of the Board from 1986 until 1989 and currently serves as Chairman Emeritus of
the Company and as President of Gibson Foundation, Inc., a charitable
foundation established by the Company. He joined the Company as its President
and Chief Executive Officer in 1978 and served as President until 1986 and as
Chief Executive Officer until 1987. He is also a director of Genovese Drug
Stores, Inc. Mr. Cooney has been a director of the Company since 1982 and a
member of the Nominating Committee since 1990.
BENJAMIN J. SOTTILE, age 57. Mr. Sottile has been the Company's
Chairman of the Board since 1989, its Chief Executive Officer since 1987 and
its President since 1986. From 1986 to 1987 he was the Company's Chief
Operating Officer. Mr. Sottile was President of Group I, Revlon Beauty Group,
Revlon Corp., a manufacturer of cosmetic and beauty supplies, from 1984 to
1986. From 1981 to 1984 he was a Senior Vice President of Warner
Communications, Inc., where he was chiefly responsible for the operating
activities of consumer product companies including The Franklin Mint, Warner
Cosmetics and Fragrances and Knickerbocker Toy Company. He became a director
of the Company in January 1987 and has been a member of the Nominating
Committee since 1989.
CHARLOTTE A. ST. MARTIN, age 49. Ms. St. Martin has been
Executive Vice President of Loews Hotels and President and Chief Executive
Officer of Loews Anatole Hotel, Dallas, Texas, since 1989. Previously she
served Loews Hotels in a variety of other executive capacities. Loews Hotels
owns and operates fourteen hotels nationally and internationally. Ms. St.
Martin is also a former President of the Dallas Convention and Visitors'
Bureau. She has been a director of the Company since August 1993 and a member
of the Compensation Committee since 1994.
Compensation of Directors. Since January 1, 1993, directors have
been entitled to receive fees of $900 for each Board meeting attended and $650
for each committee meeting attended, plus reimbursement of expenses. In
addition to these fees, the Company pays an annual fee of $13,500 for services
of directors who are not employees of the Company and an annual fee of $2,500
per chairmanship to each committee chairman. Pursuant to the Company's 1989
Stock Option Plan for Nonemployee Directors (the "Directors Plan") each
nonemployee director of the Company, at the close of business on the day of
the Annual Meeting of Stockholders, receives an option to purchase 1,000
shares of common stock.
PAGE
<PAGE>
In order to continue to attract and retain outstanding individuals
to serve as nonemployee directors of the Company ("Outside Directors"), the
Company also has a Retirement Plan for Outside Directors (the "Directors
Retirement Plan"). Outside Directors are defined by the Directors Retirement
Plan as directors not employed by the Company or a subsidiary and include
former or retired employees if they are not vested under any other Company
retirement plan. In order to qualify for benefits under the Directors
Retirement Plan, an Outside Director must have served the Company as such for
at least nine years. An Outside Director who does qualify for benefits under
the Directors Retirement Plan will receive an annual benefit, payable
quarterly for life, equal to the amount of the Company's annual fee (not
including payments for serving as chairman of a Board committee) paid to
Outside Directors on the date on which the Outside Director's service to the
Company ceases (the "Annual Retainer"). Benefits under the Directors
Retirement Plan commence upon termination of service for directors who have
attained age 65 and are payable beginning at age 65 to those whose services
terminate prior to that age. Should an Outside Director who has qualified for
benefits under the Plan die before receiving any benefits, the Outside
Director's designated beneficiary or estate will be entitled to receive a
payment equal to five times the Annual Retainer; should an Outside Director
die after the commencement of benefits but prior to having received them for
five years, the beneficiary or estate will receive an amount equal to five
times the Annual Retainer less any benefits already paid.
Meetings; Committees of the Board. The Board of Directors held
nine meetings in 1994. The Board of Directors has a Nominating Committee,
composed in 1994 of Messrs. Cooney, Chairman, Staubach and Wainwright, which
recommends to the Board for nomination, or to a class for election in the
event of vacancy, nonemployee directors of the Company. By virtue of his
position as Chairman of the Board and President of the Company, Mr. Sottile is
also a member of the Nominating Committee. The Nominating Committee did not
meet in 1994. The Nominating Committee has not established procedures for
consideration of nominees recommended by stockholders. The Board also has an
Audit Committee, which deals with financial reporting and control of the
Company's assets. This Committee, consisting of Messrs. Stanton, Chairman,
Lindberg and Pezzillo in 1994, held five meetings during that year. The
Compensation Committee of the Board is discussed below. Each incumbent
director except Ms. St. Martin attended at least 75% of the aggregate of the
total number of Board of Directors meetings which he or she was eligible to
attend and the total number of meetings of committees of the Board on which
the director served during the 1994 calendar year.
Compensation Committee Interlocks and Insider Participation. The
Board has a Compensation Committee, currently composed of Mr. Wainwright,
Chairman, Mr. Pezzillo, Ms. St. Martin and Mr. Stanton. The Compensation
Committee sets cash compensation for the Company's executive officers and
certain other key employees, approves terms and conditions of employment
contracts for certain key executives and establishes terms and conditions of
the Company's bonus and retirement plans. The Committee also administers all
of the Company's Stock Option and Incentive Plans (except the Directors Plan,
which is administered by the full Board), selects the persons to whom awards
will be made under those Plans and, subject to the limitations imposed by the
Plans, establishes the terms and conditions of each award. The Compensation
Committee held two meetings in 1994.
During 1994 Mr. Pezzillo received fees of $36,456 for consulting
services performed for the Company.
PAGE
<PAGE>
EXECUTIVE COMPENSATION
AND OTHER INFORMATION
Summary Information. The following table sets forth, for each of the
three years in the period ending December 31, 1994, amounts of cash and
certain other compensation paid by the Company in respect of the year to (i)
Mr. Sottile, (ii) each of the three other executive officers of the Company
who were serving as executive officers at the end of 1994 and whose 1994
salary and bonus exceeded $100,000, and (iii) Ralph J. Olson, an executive
officer of the Company until November 1994. Mr. Sottile and these other
persons are sometimes referred to hereafter as the "named executive officers."
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------------------ ------------------
Secur-
Other ities All
Annual Restricted Under- Other
Compen- Stock lying Compen-
Name and Principal Salary Bonus sation Award(s) Options sation
Position Year ($) ($) ($)(1) ($)(2) (#) ($)(3)
- ----------------------- ---- -------- -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Benjamin J. Sottile 1994 $462,900 --- --- --- 30,000 $ 53,025
Chief Executive Officer
1993 $427,400 $260,000 --- --- --- $ 53,669
1992 $414,675 $200,000 --- --- 45,000 $ 15,196
William L. Flaherty (4) 1994 $179,375 --- $24,353 --- 12,000 $ 52,781
Vice President
1993 $ 20,641 $ 50,000 --- --- 15,000 $ 6,300
Nelson J. Rohrbach (4) 1994 $228,702 $103,125 9,402 --- 45,000 $ 28,319
Vice President
1993 $108,173 $ 30,000 --- --- --- $ 1,440
Stephen M. Sweeney 1994 $154,000 --- --- --- 12,000 $ 5,283
Vice President
1993 $142,875 $ 85,000 --- --- --- $ 5,378
1992 $140,771 $ 60,000 --- --- 15,000 $ 5,505
Ralph J. Olson 1994 $272,582 --- --- --- 15,000 $749,437
Vice President
1993 $264,900 $230,000 --- --- --- $ 13,699
1992 $254,783 $105,000 --- --- 21,000 $ 3,051
</TABLE>
PAGE
<PAGE>
[FN]
____________________________
(1) For 1994, perquisites did not exceed the lesser of $50,000 or 10% of
salary and bonus for any named executive officer.
(2) At December 31, 1994, Mr. Sottile held 5,000 shares of restricted stock
having an aggregate award value (based upon the closing price of $14.75
per share on that date for the Company's common stock less the
consideration paid) of $68,750.
(3) For 1994, includes the following: (i) matching contributions to the
Company's Matched PaySaver (401(k)) Plan on behalf of each of Messrs.
Sottile ($1,125), Flaherty ($0), Rohrbach ($900), Sweeney ($1,125) and
Olson ($0) in respect of their 1994 contributions to the Plan; (ii)
group term life insurance payments for Mr. Sottile ($5,400), Mr.
Flaherty ($1,827), Mr. Rohrbach ($3,245), Mr. Sweeney ($4,158) and Mr.
Olson ($3,456); (iii) whole-life insurance premiums of $46,500 for the
benefit of Mr. Sottile; (iv) reimbursement of temporary living and
travel expenses of $49,556 for Mr. Flaherty and $24,174 for Mr.
Rohrbach; (v) miscellaneous insurance-related compensation of $1,398 for
Mr. Flaherty; and (vi) termination costs of $745,981 for Mr. Olson.
(4) Mr. Flaherty and Mr. Rohrbach were first employed by the Company in
1993.
Stock Options. The Company has six existing plans pursuant to which
options for shares of common stock may be granted to key employees. These are
the 1982, 1983, 1985 and 1987 Stock Option Plans and the 1989 and 1991 Stock
Incentive Plans (together, the "Plans"). None of the Plans provides for the
grant of stock appreciation rights ("SARs"). The following table contains
information concerning stock option grants under the Plans to the named
executive officers during the year ended December 31, 1994.
PAGE
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants (1)
----------------------------------------------------
% of Exercise Grant
Total Options or Date
Options Granted to Base Present
Granted Employees in Price Expiration Value
Name (#) Fiscal Year ($/SH) Date $ (2)
- ------------------- ------- ------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Benjamin J. Sottile 30,000 5.2% $17.125 6/14/04 $170,998
William L. Flaherty 12,000 2.1% $17.125 6/14/04 $ 68,399
Nelson J. Rohrbach 30,000 5.2% $21.125 4/10/04 $210,940
15,000 2.6% $17.125 6/14/04 $ 85,499
Stephen M. Sweeney 12,000 2.1% $17.125 6/14/04 $ 68,399
Ralph J. Olson (3) 15,000 2.6% $17.125 6/14/04 $ 85,499
</TABLE>
[FN]
(1) All options vest at an annual rate of one-third per year commencing (i)
April 11, 1995 for Mr. Rohrbach's options that expire April 10, 2004 and
(ii) June 15, 1995 for all other options. The exercise price of all
options may be paid in cash or, if permitted by the Compensation
Committee, by the transfer of shares of the Company's common stock
valued at their fair market value on the date of exercise. Each option
becomes exercisable in full (i) if any person becomes, or commences a
tender offer which could result in the person becoming, the beneficial
owner of more than 50% of the outstanding shares of the Company's common
stock or (ii) unless the survivor or transferee corporation agrees to
continue the option, in the event of the execution of an agreement of
merger, consolidation or reorganization pursuant to which the Company is
not to be the surviving corporation or the execution of an agreement of
sale or transfer of all or substantially all of the assets of the
Company.
(2) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was used to estimate the grant date present
value of the options shown. The Company's use of this model should not
be construed as an endorsement of its accuracy at valuing options. All
stock option valuation models, including the Black-Scholes model,
require a prediction about the future movement of the stock price. The
real value of an option, if any, depends upon the actual performance of
the Company's stock during the applicable period.
(3) The options granted to Mr. Olson terminated unexercised as a result of
his termination of employment with the Company.
PAGE
<PAGE>
With respect to each named executive officer, the following table sets
forth information concerning unexercised options held at December 31, 1994.
No named executive officer exercised options during 1994.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Number of
Securities
Value Underlying Value of
Realized ($) Unexercised Unexercised
(Market Options In-the-Money
Price on at FY-End Options at
Shares Exercise (#) FY-End
Acquired Less ($)
on Exercise Exercise Exercisable/ Exercisable/
Name (#) Price) Unexercisable Unexercisable
- ------------------- ----------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Benjamin J. Sottile --- --- 205,400/45,000 $84,375/---
William L. Flaherty --- --- 5,000/22,000 ---/---
Nelson J. Rohrbach --- --- 10,000/35,000 ---/---
Stephen M. Sweeney --- --- 19,500/17,000 $6,750/---
Ralph J. Olson (1) --- --- --- ---/---
</TABLE>
[FN]
(1) All options terminated unexercised prior to fiscal year-end as a result
of Mr. Olson's termination of employment with the Company.
Pension Plans. The Pension Plan Table set forth below shows estimated
annual pension benefits payable to a covered participant under the Company's
Retirement Income Plan (the "Retirement Plan"), a qualified defined benefit
pension plan, and under the Gibson Greetings, Inc. ERISA Makeup Plan (the
"Makeup Plan"), a nonqualified supplemental pension plan providing benefits
that would otherwise be denied participants because of certain Internal
Revenue Code limitations on qualified plan benefits. Benefits shown are
computed as a straight life annuity for an employee retiring at age 65 in 1994
with no offsets.
PAGE
<PAGE>
<TABLE>
<CAPTION>
Pension Plan Table
Years of Service
-------------------------------------------------------------------------------
Remuneration 5 10 15 20 25 30 35
- ------------ ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 200,000 $14,190 $ 28,380 $ 42,570 $ 56,760 $ 70,950 $ 85,140 $ 99,330
300,000 21,690 43,380 65,070 86,760 108,450 130,140 151,830
400,000 29,190 58,380 87,570 116,760 145,950 175,140 204,330
500,000 36,690 73,380 110,070 146,760 183,450 220,140 256,830
600,000 44,190 88,380 132,570 176,760 220,950 265,140 309,330
700,000 51,690 103,380 155,070 206,760 258,450 310,140 361,830
800,000 59,190 118,380 177,570 236,760 295,950 355,140 414,330
900,000 66,690 133,380 200,070 266,760 333,450 400,140 466,830
1,000,000 74,190 148,380 222,570 296,760 370,950 445,140 519,330
</TABLE>
Benefits under the Retirement and Makeup Plans are based upon the
highest average sixty consecutive months' salary and bonus (as shown on the
Summary Compensation Table) during the 120 months immediately preceding
retirement. Compensation covered by the Plans at the end of 1994 for each
named executive officer is as follows: Mr. Sottile, $840,378; Mr. Flaherty,
$301,991; Mr. Rohrbach, $216,205; and Mr. Sweeney, $223,940. For the purpose
of computing a benefit under the table above, on December 31, 1994, Mr.
Sottile had 8 years of credited service, Mr. Flaherty, 1 year, Mr. Rohrbach, 1
year, and Mr. Sweeney, 7 years. Covered compensation amounts differ from
amounts shown on the Summary Compensation Table due to differences in the
recognition of pensionable earnings.
In addition to the Retirement Plan and the Makeup Plan, certain
executives designated by the Compensation Committee are eligible for benefits
under the Company's Supplemental Executive Retirement Plan (the "SERP"), which
was adopted to attract and retain highly qualified executives by providing
retirement benefits at levels which the Company believes to be competitive. A
participant in the SERP who retires at age 65 is entitled to receive
supplemental retirement benefits equal to the difference between (i) that
percentage of the participant's final monthly average earnings (as defined in
the Retirement Plan without regard to certain limitations imposed by the
Internal Revenue Code on qualified plans) determined by crediting 2%, 1-2/3%
and 1-1/3% per year, respectively, for each of the first 10, next 10 and next
10 years of credited service, up to a maximum of 30 years of credited service
(the "SERP percentage") and (ii) the aggregate of the participant's monthly
benefits from the Retirement Plan and the Makeup Plan plus supplemental
retirement benefits under any individual agreement with the Company. The SERP
provides for adjustments to the basic benefit formula in the event of a
participant's early retirement, disability retirement, death or other
termination of employment. At the normal retirement age each named executive
officer's years of credited service and SERP percentage will be as follows:
Mr. Sottile, 16 years and 30%; Mr. Flaherty, 19 years and 36%; Mr. Rohrbach,
12 years and 21%; and Mr. Sweeney, 14 years and 26%.
PAGE
<PAGE>
At the time of his termination of employment with the Company, Mr. Olson
had no vested benefits under any of the Company's retirement plans.
Employment Contracts. Each of the named executive officers has or had
an employment agreement with the Company. Mr. Sottile's agreement runs from
April 1, 1993 until March 31, 1998, and renews automatically from year to year
thereafter unless notice is given by either party. The agreement sets a
minimum annual base salary of $430,000, subject to increase from time to time,
and provides for an annual incentive bonus based upon a plan to be approved
annually by the Company's Compensation Committee. Mr. Sottile's agreement
further provides that if any person gains control of 50% or more of the voting
power of the Company's securities and thereafter his employment terminates, he
is entitled under specified circumstances to be paid $1.5 million; such amount
is to be increased by an additional amount related to the excise tax which
would be imposed by the Internal Revenue Code upon excess "parachute"
payments.
Mr. Flaherty's employment agreement currently expires on November 17,
1996. If not terminated prior to November 17, 1995, it will continue
indefinitely until terminated by the Company upon one year's advance written
notice or as otherwise provided therein. The agreement provides for an annual
salary of $175,000 (subject to increase by the Company from time to time) and
participation in the Company's incentive bonus plan. It also provides for
severance pay equal to six months' salary in the event that the Company elects
not to extend the initial term or in the event of death and for severance pay
equal to one year's salary (subject to certain offsets) in the event of a
change in control of the Company.
Mr. Rohrbach's employment agreement is for a three-year term, expiring
May 31, 1997; thereafter, it extends indefinitely until terminated by the
Company's Cleo, Inc. ("Cleo") subsidiary upon one year's advance written
notice. The agreement provides for an annual salary of $240,000, subject to
review from time to time, and for participation in the Company's incentive
bonus plan. Mr. Rohrbach previously was President of The Paper Factory of
Wisconsin, Inc. ("The Paper Factory"), which was acquired by the Company in
June 1993, and currently serves as President and Chief Executive Officer of
Cleo. His agreement provides for a 1994 minimum bonus amount equal to that
which he would have received pursuant to The Paper Factory's bonus plan had he
remained as President of The Paper Factory throughout 1994. The employment
agreement also provides for a payment equal to six months' salary in the event
of death.
Mr. Sweeney's employment agreement provides for a base annual salary of
$136,000, subject to increase by the Company from time to time, and for
participation in the Company's incentive bonus plan. The agreement is subject
to termination by the Company upon one year's advance written notice and as is
otherwise provided therein. Mr. Sweeney's agreement also provides that he is
entitled to one year's salary (subject to offset under certain circumstances)
if he is not retained in substantially the same capacity and salary for at
least six months after any person becomes the beneficial owner of 50% or more
of the Company's securities.
The Company's employment agreements also generally provide additional
miscellaneous compensation in the form of some combination of perquisites such
as club membership fees, use of automobiles, insurance benefits and tax and
estate planning services.
PAGE
<PAGE>
Mr. Olson had an employment agreement with the Company, originally
entered into in 1991, providing for an annual salary of $288,000, subject to
adjustment from time to time, and for participation in the Company's annual
incentive bonus plan. In connection with his termination of employment with
the Company, Mr. Olson received a payment pursuant to the agreement of
$702,000, being 1-1/2 times total salary and bonus for the previous 12 months,
outplacement services and continuation of medical, dental and life insurance
coverage for the lesser of six months or his obtaining of other employment.
In connection with his termination, in February 1994, as an officer and
director of the Company, Mr. Michael A. Pietrangelo's employment agreement
with the Company, which was due to expire on May 31, 1995, was terminated.
Mr. Pietrangelo will receive severance pay aggregating $550,000 during the
period from March 1994 through February 1996. In addition, he will receive,
under certain circumstances, continuation of health insurance coverage for
this same period.
Mr. Cooney is entitled, under the terms of his prior employment
agreements with the Company, to receive periodic payments aggregating
$1,005,000; these payments began in 1991 and will continue through 2000.
Certain Transactions. The Staubach Company, of which Mr. Staubach is
Chairman and Chief Executive Officer, has been retained to sell certain
property owned by the Company. If the property is sold in 1995, The Staubach
Company anticipates receiving a net commission in excess of $60,000. During
1994, The Staubach Company received a $20,000 advance from the Company for
expenses in connection with this project and also received fees of $26,487
from the Company for its representation of the Company in a lease transaction.
Report of the Compensation Committee on Executive Compensation. The
Compensation Committee submits this report, which covers the objectives and
components of the Company's Executive Compensation Program, 1994 actions taken
by the Company and the Chief Executive Officer's compensation.
Objectives of the Executive Compensation Program
* To provide compensation opportunities that approximate those
offered by other successful consumer products companies, so that
the Company can attract and retain the key executive talent needed
to achieve its goals.
* To reward executives for achieving the financial goals of the
Company and its business units and for accomplishing their
individual goals that relate to improved management of internal
operations and to the needs of the Company's customers.
* To motivate executives to take a long-term view of the Company's
opportunities, so as to produce long-term value for shareholders.
Components of the Executive Compensation Program
The executive compensation program is comprised of four elements: base
salary, annual incentives, long-term incentives, and benefits.
PAGE
<PAGE>
Base Salaries. Generally, minimum base salaries for the Company's
executive officers are established in employment agreements with the Company.
Base salaries are targeted at the 50th percentile of those provided by other
consumer products companies with which the Company competes for key executive
talent. Levels of salary of various jobs are reviewed periodically to
determine their competitiveness. Executives' salaries are reviewed every 15
months, and are subject to adjustment based on the general movement in
salaries in the job market, as well as the individuals' job performance, their
relative contributions to the Company, and changes in their job
responsibilities and accountabilities. These reviews are subjective in the
sense that they are not based upon predetermined specific criteria. Because
the Company competes with a wide and diverse range of consumer products
companies for executive talent, the group of companies used for compensation
comparisons is not the same as that believed appropriate for a comparison of
shareholder returns in the Performance Graph shown below, although there may
be some overlap between the groups.
In February 1993, an independent human resources consulting firm
reviewed base salaries for the Company's senior officers. This firm concluded
that senior officers' base salaries were, on average, comparable to those
offered by other similarly sized companies in the consumer products industry.
Annual Incentives. The Company places significant emphasis on achieving
its annual profit objectives. Accordingly, under the annual incentive plan,
specific targeted levels of before-tax income are established for each fiscal
year at both the corporate and division levels. A pool for incentive awards
is funded after year-end results are known, with the size of the pool
calculated based upon the achievement of predetermined percentages of the
target levels. Individual awards are made from this pool, with the size of
each award based on (1) the objective level of corporate/division
profitability and (2) a subjective assessment of the individual's
contributions to the business.
Eligibility for annual incentive awards is limited to key executives who
play important roles in the achievement of the Company's objectives. In
addition, other managers may receive incentive awards in a particular year, to
reward their extraordinary results or achievements for that year.
Achievement of target incentives (for meeting the Company's demanding
profit objectives) can place executives' annual cash compensation (that is,
base salary plus annual incentive award) somewhat above the median for
competitive practice.
Long-Term Incentives. The Company provides two different types of long-
term incentives to its senior executives: (1) stock options (nonqualified and
incentive stock options), which are typically awarded every other year, and
(2) restricted stock grants, awarded on a periodic basis, and only to the most
senior executives.
Eligibility for long-term incentives is targeted to key corporate and
division executives and managers who can have a significant effect on the
achievement of the Company's long-term strategic objectives. The use of
Company stock as a key element of the executive compensation program is
intended to strengthen the link between the interests of senior management and
the Company's shareholders. Long-term incentives are granted based upon a
subjective assessment of the individual's performance and responsibilities.
PAGE
<PAGE>
Benefits. The Company's benefits program is comprised of retirement
income and group insurance plans. The objective of the program is to provide
executives with reasonable and competitive levels of protection against the
four contingencies (retirement, death, disability, and ill health) that can
interrupt their employment and/or income.
The Company's retirement income program consists of two tax-qualified
plans (a defined benefit pension plan and a matched savings plan) that cover
all salaried full-time employees, including the Company's executives, and two
non-tax-qualified plans for executives (an ERISA "Makeup" plan, that restores
defined benefit pension benefits denied by the federal tax laws, and a
supplemental defined benefit retirement plan).
The group insurance program consists of life, disability, and health
insurance benefit plans that cover all salaried full-time employees, including
the Company's executives. The employment agreements of individual executive
officers may also provide for perquisites in the form of supplemental
insurance benefits and/or Company payment of the premiums relating to
insurance benefits.
1994 Actions
In December 1994, in response to the decline in profitability for the
year, senior management undertook a broad-based cost reduction program. As
part of that program, the salaries of Mr. Sottile, the Chairman of the Board,
President and Chief Executive Officer, all other named executive officers and
most employees of the Company were indefinitely frozen effective December 31,
1994. All named executive officers except one received salary increases
earlier in 1994 based upon normal review periods and were based upon the
factors described earlier under the description of "Base Salaries." No annual
incentive awards were paid for 1994 to any named executive officer except Mr.
Rohrbach. Under the terms of his employment agreement, Mr. Rohrbach received
a 1994 bonus equal to that which he would have received pursuant to The Paper
Factory's bonus plan had he remained as President of The Paper Factory
throughout 1994. The Paper Factory's bonus plan allows participants to
receive a percentage of their base salaries upon achievement of certain profit
levels. In June 1994, stock options were granted to approximately 165
executives and managers of the Company's various units based upon the criteria
outlined under "Long-Term Incentives." Included in this group were the five
named executive officers. All such options were granted at the fair market
value on the date of grant.
The Company does not anticipate that the total annual taxable
compensation of any of its executive officers will exceed $1,000,000 in 1995
or the near term. Therefore, it expects that all taxable compensation for
these individuals will be tax-deductible to the Company. The Company intends
to preserve its tax deduction for executive officers and to take steps
necessary to do so if and as appropriate.
CEO Compensation
As previously noted, Mr. Sottile's salary was frozen as part of a
December 1994 cost reduction program. Mr. Sottile's minimum annual base
salary is specified in his April 1993 employment agreement with the Company.
PAGE
<PAGE>
Mr. Sottile's employment agreement provides for his participation in the
Company's executive bonus plan. The amount of his annual incentive award from
the pool is determined by the Compensation Committee in the same manner in
which other individuals' awards are determined -- that is (1) the objective
level of Company profitability, compared to predetermined before-tax income
objectives and (2) an evaluation of the Chief Executive Officer's
contributions to annual results and the achievement of the Company's long-term
strategic objectives. Mr. Sottile did not receive an annual incentive award
for 1994.
Compensation Committee C. Anthony Wainwright, Chairman
Albert R. Pezzillo
Charlotte A. St. Martin
Frank Stanton
Performance Graph. The following graph and table compare, over the
period shown, the cumulative total stockholder return of the Company's common
stock to the cumulative total return of companies included in the Standard &
Poor's 500 Stock Index and in a peer group index.(1) In each case it is
assumed that $100 was invested on December 31, 1989 and that all dividends
were reinvested.
[graph to be inserted]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Gibson Greetings, Inc. 100.00 98.02 108.86 75.86 87.19 62.35
S&P 500 Index 100.00 96.89 126.42 136.05 149.76 151.74
Peer Group Index 100.00 87.41 108.22 115.46 119.93 102.29
</TABLE>
[FN]
(1) The peer group is composed of companies having seasonal businesses which
market consumer products through similar channels of distribution. The
returns of each company have been weighted according to their respective
stock market capitalization for purposes of arriving at a group average.
The members of the group are as follows: Action Industries, Inc.,
American Greetings Corporation, A.T. Cross & Co., CSS Industries, Inc.,
Devon Group, Inc., Fisher-Price, Inc., C.R. Gibson Co., Handleman Co.,
Jostens, Inc., Russ Berrie & Co., Inc., Tyco Toys, Inc. and Western
Publishing Group, Inc.
PAGE
<PAGE>
PRINCIPAL STOCKHOLDERS AND
HOLDINGS OF MANAGEMENT
The following table sets forth certain information with regard to the
beneficial ownership of the Company's common stock by (i) each of the
Company's stockholders known to hold more than 5% of the outstanding shares of
common stock, (ii) except as noted, each director and nominee and each
executive officer named on the Summary Compensation Table, individually, and
(iii) all directors and executive officers as a group. Information relating
to the Company's directors and executive officers is as of April 1, 1995.
Information on 5% stockholders is as reported by them to the Company
subsequent to December 31, 1994.
<TABLE>
<CAPTION>
Beneficial Ownership (1)(2)(3)
------------------------------
Number of
Name Position Shares Percent
- ------------------ ------------------------ --------- -------
<S> <S> <S> <S>
GSB Investment
Management, Inc.
301 Commerce Street,
Suite 1501
Ft. Worth, Texas 76102 1,430,031 8.6%
John Hancock Mutual
Life Insurance Company
and subsidiaries,
John Hancock Place
P.O.Box 111
Boston, Massachusetts 02177 1,331,151 8.0%
The Prudential
Insurance Company
of America
Prudential Plaza
Newark, New Jersey 07102 2,071,996 12.5%
Thomas M. Cooney Chairman of the 12,542
Board, Emeritus
Benjamin J. Sottile Chairman of the
Board, President &
Chief Executive Officer 230,000 1.4%
Charles D. Lindberg Director 3,600
Albert R. Pezzillo Director 6,700
Charlotte A. St. Martin Director 1,000
Frank Stanton Director 11,300
Roger T. Staubach Director 3,000
C. Anthony Wainwright Director 6,100
William Flaherty Vice President - Finance 5,000
Nelson J. Rohrbach Vice President 10,000
Stephen M. Sweeney Vice President - Human Resources 24,500
All directors and executive
officers as a group
(12 persons) 313,742 1.9%
</TABLE>
PAGE
<PAGE>
[FN]
(1) Except as indicated, the percentage of shares held by each person is
less than 1%. Includes shares which may be purchased upon exercise of
presently exercisable options and options exercisable within 60 days
after April 1, 1995, in the following amounts: Mr. Cooney, 2,000
shares; Mr. Sottile, 205,000 shares; Messrs. Stanton and Wainwright,
6,000 shares each; Mr. Pezzillo, 5,000 shares; Messrs. Lindberg and
Staubach, 3,000 shares each; Ms. St. Martin, 1,000 shares; Mr. Flaherty,
5,000 shares; Mr. Rohrbach, 10,000 shares; Mr. Sweeney, 19,500 shares;
and all directors and executive officers as a group, 265,500 shares. No
information is presented for Mr. Olson whose employment with the Company
terminated prior to April 1, 1995.
(2) Includes the following numbers of shares as to which beneficial
ownership is disclaimed: 300 shares held by the wife of Mr. Stanton and
100 shares held by the wife of Mr. Wainwright.
(3) The Company has also been advised by two institutional investors,
Heartland Advisors, Incorporated and Hughes Investment Management
Company, that each is the beneficial owner of in excess of 5% of the
Company's outstanding shares of common stock. However, neither of these
institutional investors has at this time filed a formal report of
ownership, and the Company is not aware of the exact number of shares of
which each claims beneficial ownership.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's equity securities, to file reports of
security ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). These persons also are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based upon a review of such forms and written representations from its
executive officers and directors, the Company believes that all Section 16(a)
filing requirements were complied with on a timely basis during and for 1994
except that a 1993 stock option grant was not timely reported by Mr. William
L. Flaherty and Form 3 was filed after its due date by Mr. Anthony L.
Forcellini.
PAGE
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants are selected by, and serve
subject to change by, the Board of Directors. The Board has voted to appoint
Deloitte & Touche LLP, Certified Public Accountants ("Deloitte & Touche"), as
independent public accountants of the Company for the year 1995.
Representatives of Deloitte & Touche are expected to be present at the
meeting, with the opportunity to make a statement if they desire.
Additionally, they will be available to respond to appropriate questions from
stockholders.
The firm of Deloitte & Touche was engaged as the Company's principal
independent public accountants on October 3, 1994. Previously, through
September 29, 1994, Arthur Andersen & Co. LLP ("Arthur Andersen") had served
the Company in this capacity since 1990. The decision to dismiss Arthur
Andersen and to engage Deloitte & Touche was made upon the recommendation of
the Audit Committee.
Arthur Andersen's previously delivered reports on the financial
statements of the Company for fiscal years 1992 and 1993 contained no adverse
opinion or disclaimer of opinion, nor were these reports qualified or modified
as to uncertainty, audit scope, or accounting principles.
During fiscal years 1992 and 1993 (and the subsequent interim period
preceding September 29, 1994), there were no disagreements between the Company
and Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure
("disagreements"), which disagreements, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter
of such disagreements in connection with its report.
During the same period of time, no event listed in (A) through (D) below
(a "reportable event") occurred; namely, (A) Arthur Andersen having advised
the Company that the internal controls necessary for the Company to develop
reliable financial statements did not exist; (B) Arthur Andersen having
advised the Company that information had come to Arthur Andersen's attention
that had led it to no longer be able to rely on management's representations
or that made it unwilling to be associated with the financial statements
prepared by management; (C) both (1) Arthur Andersen having advised the
Company that the scope of Arthur Andersen's audit needed to be expanded
significantly or that information had come to Arthur Andersen's attention
during such time period that if further investigated might (i) have materially
impacted the fairness or reliability of either: a previously issued audit
report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that might have prevented it from rendering an unqualified audit
report on those financial statements) or (ii) caused Arthur Andersen to be
unwilling to rely on management's representations or be associated with the
Company's financial statements and (2) due to Arthur Andersen's dismissal, or
for any other reason, Arthur Andersen not have so expanded the scope of its
audit or conducted such further investigation; or (D) both (1) Arthur Andersen
having advised the Company that information had come to Arthur Andersen's
attention that it had concluded materially impacted the fairness or
PAGE
<PAGE>
reliability of either (i) a previously issued audit report or the underlying
financial statements or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report and (2) due to Arthur
Andersen's dismissal, or for any other reason, the issue not having been
resolved to Arthur Andersen's satisfaction prior to its dismissal. It should
be noted that, in its recommendations to management presented to the Audit
Committee of the Board of Directors of the Company on April 21, 1994, Arthur
Andersen indicated that the existence of the unauthorized transactions
described in the Company's Current Report on Form 8-K dated March 4, 1994
constituted a "reportable condition" under the standards established by the
American Institute of Certified Public Accountants; however, the Company does
not believe that this reportable condition constitutes a "reportable event" as
described above. Also, the Company announced on July 1, 1994 that the value
of the inventory at its Cleo, Inc. subsidiary had been overstated for the
yearend 1993 by approximately $8.8 million. Upon initial discovery of a
possible problem related to Cleo's inventory, the Company promptly notified
Arthur Andersen of the same and Arthur Andersen participated in the
investigation that led to the July 1, 1994 announcement. As a result of the
inventory overstatement, the Company determined to restate its financial
statements for the periods ended September 30, 1993, December 31, 1993 and
March 31, 1994, and such restatement resulted in the reissuance by Arthur
Andersen of its opinion regarding the Company's financial statements for the
year ended December 31, 1993, as restated.
The termination of Arthur Andersen did not result from any
"disagreement" (as defined above) but reflected the Company's dissatisfaction
with the level of performance of audit services by Arthur Andersen.
During fiscal years 1992 and 1993 (and the subsequent interim period
prior to September 29, 1994), neither the Company nor anyone acting on its
behalf consulted Deloitte & Touche regarding (i) either: the application of
accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the Company's
financial statements, where either a written report was provided to the
Company or oral advice was provided that Deloitte & Touche concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a "disagreement" or a "reportable event" as noted in the
preceding paragraphs.
PAGE
<PAGE>
PROXY STATEMENT PROPOSALS
Stockholder proposals will be considered for inclusion in the Proxy
Statement for the 1996 Annual Meeting if they are received by the Company
before the close of business on January 9, 1996.
PROXY SOLICITATION AND REVOCATION
The solicitation of the enclosed proxy is being made on behalf of the
Board of Directors, and the Company will bear the cost of solicitation. In
addition to solicitation by mail, officers and regular employees of the
Company may solicit proxies personally, by telephone or by telegraph. The
Company will reimburse brokers, banks or other persons for their reasonable
out-of-pocket expenses in sending proxy material to beneficial owners. To
assist in the solicitation of proxies, the Company has engaged Georgeson &
Company, Inc. for a fee estimated at $7,500, plus out of pocket expenses. Any
stockholder giving a proxy has the power to revoke it at any time prior to the
voting thereof.
PAGE
<PAGE>
GIBSON GREETINGS, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold L. Caldwell, William L.
Flaherty and Stephen M. Sweeney, and each of them, attorneys with the powers
which the undersigned would possess if personally present, including the
power of substitution, to vote all shares of the undersigned at the Annual
Meeting of Stockholders of Gibson Greetings,Inc. to be held in the Auditorium
of the Cincinnati Art Museum, Eden Park, Cincinnati, Ohio at 2:30 p.m.,
Eastern Daylight time, on May 23, 1995, and at any adjournments thereof.
The proxy will be voted as specified. If no specification is
made, the proxy shall be voted FOR the nominees listed on the reverse side.
As to any other matter or if any of said nominees are not available for
election, said attorneys shall vote in accordance with their best judgment.
[CONTINUED AND TO BE SIGNED ON REVERSE SIDE]
Gibson Greetings, Inc.
P.O.Box 11084
New York, N.Y. 10203-0084
1. Election of Thomas M. Cooney, Benjamin J. Sottile and
Charlotte A. St. Martin as directors.
[ ] FOR all nominees
[ ] WITHHELD from all nominees
[ ] *EXCEPTIONS (as marked below)
For all nominees except as noted on line below.
*EXCEPTIONS __________________________________
2. Upon such other business as may properly come before the
meeting. (Strike through if you wish authority withheld.)
[ ] Mark here if you plan to attend the meeting.
[ ] Mark here for address change and note at right.
IMPORTANT: Please date and sign exactly as
name appears. If shares are held jointly,
each stockholder named should sign.
Executors, administrators, trustees, etc.
should so indicate when signing. If the
signer is a corporation, please sign full
corporate name by duly authorized officer.
Dated _________________, 1995
_____________________________
_____________________________
(Signature of Stockholder)
Votes must be indicated (x) in Black
or Blue ink.
Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
