<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
14c-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SCHAWK, 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined.)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
SCHAWK, INC.
1695 RIVER ROAD
DES PLAINES, ILLINOIS 60018
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1996
To the Stockholders of SCHAWK, INC.:
Notice is hereby given that the 1996 Annual Meeting of the Stockholders of
Schawk, Inc. will be held at 10:00 a.m. (local time), Wednesday, May 15, 1996,
at Schawk, Inc., 1695 River Road, Des Plaines, Illinois, for the following
purposes:
1. Election of the Board of Directors for Schawk, Inc.
2. Transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The close of business on March 18, 1996, has been fixed as the record date for
the determination of stockholders entitled to receive notice of and to vote at
said meeting and any adjournment or adjournments thereof. The stock transfer
books of Schawk, Inc. will not be closed.
By Order of the Board of Directors,
Des Plaines, Illinois A. ALEX SARKISIAN, Esq.
April 5, 1996 Secretary
<PAGE> 3
SCHAWK, INC.
1695 RIVER ROAD
DES PLAINES, ILLINOIS 60018
(847) 827-9494
PROXY STATEMENT
FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 15, 1996
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Schawk, Inc. ("Schawk" or
the "Company") for use at the 1996 Annual Meeting of Stockholders to be held at
10:00 a.m. (local time), Wednesday, May 15, 1996, at Schawk, Inc., 1695 River
Road, Des Plaines, Illinois, and at any adjournment thereof (the "Annual
Meeting"). This Proxy Statement and the accompanying Proxy are first being
mailed on or about April 5, 1996, to stockholders of record at the close of
business on March 18, 1996.
On December 30, 1994, the corporation previously known as Schawk, Inc.
("Old Schawk"), Lincoln Graphics, Inc. ("Lincoln Graphics") and Flexo
Graphics, Inc. ("Flexo Graphics") (collectively the "Old Schawk Companies")
were merged (the "Merger") with and into the Company's predecessor, Filtertek,
Inc. ("Filtertek"). Upon consummation of the Merger, Filtertek changed its
name to "Schawk, Inc." The Company's operations presently consist of two
segments, its graphics arts business (the "Imaging and Information Technologies
Group") and its plastics business (the "Plastics Group"). The Plastics Group
is comprised primarily of what was the business of Filtertek prior to the
Merger and the Imaging and Information Technologies Group is comprised
primarily of what was the business of the Old Schawk Companies.
PROPOSALS
The purpose of the meeting is to (i) elect the Board of Directors of
the Company, and (ii) transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
PROXIES AND SOLICITATION
Any person signing and mailing the enclosed proxy may revoke the proxy
at any time prior to its exercise by (i) executing a subsequent proxy; (ii)
notifying the Secretary of the Company of such revocation in a written notice
received by him at Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018,
prior to the Annual Meeting; or (iii) attending the Annual Meeting and voting
in person.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or facsimile, by Directors of the Company (each a "Director" and
collectively, the "Directors") and executive officers and regular employees of
the Company. The Company does not now expect to pay any compensation for the
solicitation of proxies, but may reimburse brokers and other persons holding
shares in their names or in the names of nominees for their expenses in sending
proxy material to principals and obtaining their proxies. First Chicago Trust
Company of New York, the transfer agent and registrar of the Company's Class A
Common Stock, may aid in the solicitation of proxies and will be reimbursed for
any expenses incurred as a result of any such activity.
Shares of the Company represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated in the proxies. Unless otherwise instructed
<PAGE> 4
in the proxy, the agent named in the proxy intends to cast the proxy votes FOR
the election of the nominees for Directors of Schawk, and in the best judgement
of the persons named in the proxy as agent, upon any other matters which may
properly come before the Annual Meeting.
Assuming a quorum is present, an affirmative vote of the holders of a
plurality of the shares, present and voting at the meeting, is required for a
nominee to be elected as a Director. Therefore, abstentions and shares for
which authority to vote is not given will thus have no effect on the election
of directors.
QUORUM REQUIREMENTS AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the Company's Class A Common Stock outstanding on the record date is required
for a quorum at the Annual Meeting. Abstentions will be treated as shares
present and entitled to vote for purposes of determining whether a quorum is
present, but not voted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. If a proxy returned by a broker
indicates that the broker does not have discretionary authority to vote some or
all of the shares covered thereby for any matter submitted to the stockholders
for a vote, such shares will be considered to be present for purposes of
determining whether a quorum is present, but will not be considered to be
present and entitled to vote at the Annual Meeting.
As to all anticipated votes, each share of Class A Common Stock will
have one (1) vote as to each matter to be voted on at the Annual Meeting.
Stockholders entitled to vote or to execute proxies are stockholders of record
at the close of business on March 18, 1996. The Company had 19,315,107 shares
of Class A Common Stock outstanding on such date. The stock transfer books of
the Company will not be closed.
ELECTION OF DIRECTORS
At the meeting, ten Directors are to be elected for the Company. Each
of the elected Directors will hold office for a term of one year, expiring at
the Annual Meeting of Stockholders to be held in 1997, and thereafter until a
successor shall be duly elected and qualified. Unless authority to vote is
withheld, proxies received in response to this solicitation will be voted FOR
the election of the nominees named hereafter, each of whom presently serves as
a Director of the Company. It is not contemplated that any of the nominees
will be unable, or will decline to serve; however, if such situation arises,
the shares represented by the proxies being solicited will be voted FOR the
election of a nominee or nominees designated by the Board of Directors of the
Company.
The Board of Directors are responsible for the overall affairs of the
Company. The Board of Directors had five meetings in 1995. Each member of the
Board of Directors attended at least 75% of the aggregate of (i) the total
number of meetings of the Board of Directors held and (ii) the total number of
meetings held by all committees of the Board of Directors on which such
Director served.
The Board of Directors currently has an Executive Committee, an Audit
Committee, a 401(k) Administration Committee and an Option Committee, whose
members are elected by the Board of Directors. The present members of the
Executive Committee are: Clarence W. Schawk, David A. Schawk, Ronald J. Kay,
A. Alex Sarkisian and John T. McEnroe. The Executive Committee is authorized
to act on behalf of the Board of Directors in the management of the businesses
and the affairs of the Company and acts as the Compensation Committee for the
Board of Directors. The Executive Committee met six times in 1995.
Judith W. McCue, Robert F. Meinken and Hollis W. Rademacher have been
appointed as members of the Audit Committee. The Audit Committee recommends
the selection of the Company's independent public accountants, reviews and
approves their fee arrangements, examines their detailed findings and reviews
areas of possible conflicts of interest and sensitive payments. The Audit
Committee met five times in 1995.
- 2 -
<PAGE> 5
The 401(k) Administration Committee is composed of David A. Schawk,
Marie Meisenbach Graul, A. Alex Sarkisian and Larry Larkin. The 401(k)
Administration Committee reviews and selects the agent managing the 401(k) plan
and evaluates the participative values. The 401(k) Administration Committee
met one time in 1995.
The Option Committee members are Judith W. McCue, Robert F. Meinken,
John T. McEnroe and Hollis W. Rademacher. The Option Committee evaluates the
performance of key personnel and makes incentive rewards in the form of future
exercisable options. The Option Committee met one time in 1995.
The following is a list of the nominees for election as Directors of
the Company followed by a brief biographic statement of each nominee:
NOMINEES FOR ELECTION AS DIRECTORS
OF THE COMPANY
------------------------------------
CLARENCE W. SCHAWK
DAVID A. SCHAWK
A. ALEX SARKISIAN, ESQ.
MARIE MEISENBACH GRAUL
RONALD K. KAY
LARRY LARKIN
JUDITH W. MCCUE, ESQ.
ROBERT F. MEINKEN
JOHN T. MCENROE, ESQ.
HOLLIS W. RADEMACHER
Clarence W. Schawk has been Chairman of the Board of the Company since
September 1992, when he was also appointed to the Executive Committee. He
served as Chief Executive Officer of Filtertek from September 1992 until
February 1993. Clarence W. Schawk also served as Chairman of the Board of Old
Schawk from 1953 until the Merger and served as Chief Executive Officer until
June 1994. He is the father of David A. Schawk, President and Chief Executive
Officer of the Company. Clarence W. Schawk previously served as President and
a Director of the International Prepress Association. Mr. Schawk also served
as a Director of Old Schawk until the Merger. Age: 70
David A. Schawk was appointed Chief Operating Officer of the Company
in September 1992, and elected Chief Executive Officer and President in
February 1993. He was appointed to the Board of Directors in September 1992.
David A. Schawk served as the President of Old Schawk from 1987 until the
Merger and was appointed Chief Executive Officer in June 1994. David A. Schawk
serves on the Company's Executive and 401(k) Administration Committees. David
A. Schawk is the son of Clarence W. Schawk. David A. Schawk currently serves
as a Director of the International Prepress Association. Mr. Schawk also
served as a Director of Old Schawk until the Merger. Age: 40
A. Alex Sarkisian, Esq., was appointed to the Company's Board of
Directors and as Corporate Secretary in September 1992 and, in 1994, was
appointed Executive Vice President. Mr. Sarkisian was also appointed President
of the Company's Imaging and Information Technologies Group effective as of
January 1995. Mr. Sarkisian was the Executive Vice President and Secretary of
Old Schawk and held such positions since 1988 and 1986, respectively. Mr.
Sarkisian also served as a Director of Old Schawk until the Merger. He is a
member of the Executive and 401(k) Administration Committees. Age: 44
Marie Meisenbach Graul was appointed Treasurer, Public Information
Officer and Director of the Company in September 1992 and was appointed Chief
Financial Officer in 1994. Ms. Graul was also the Chief Financial Officer and
Treasurer of Old Schawk from 1989 until the Merger. Prior thereto, Ms. Graul
was Vice President and
- 3 -
<PAGE> 6
Financial Analyst from 1987 to 1989 for J & W Seligman and Company, a money
management firm in New York, New York. Ms. Graul is a member of the 401(k)
Administration Committee. Age: 40
Ronald J. Kay was appointed President, Plastics Group in February 1993
and to the Company's Board of Directors in August 1993, and is a member of the
Executive Committee. He was President of RJK Associates, specializing in
management, consulting and international joint venturing, from 1991 through
1993. Prior to 1991, he served in general management and financial assignments
with Recon/Optical Inc. from 1984 to 1991, with Martin Marietta Corporation
from 1981 to 1984, and with Honeywell Corporation from 1971 to 1981. He serves
on the Board of Directors of K & S Manufacturing, a family-owned fastener
business. Age: 48
Larry Larkin began his employment with Filtertek as Director of
Corporation Quality in October 1986. He was elected Executive Vice President
of the Company in 1987. He was appointed a Director of the Company in 1988 and
a member of the 401(k) Administration Committee in 1992. Age: 57
Judith W. McCue has been a partner with McDermott, Will & Emery since
1995. Prior thereto, Ms. McCue was a partner with Keck, Mahin & Cate where she
practiced from 1972-1995. Ms. McCue was appointed Director of the Company in
September 1992 and is a member of the Audit and Option Committees. Age: 47
Robert F. Meinken has been a retired private investor and businessman
since 1988 after an extensive career in sales and marketing. Mr. Meinken was
appointed Director of the Company in September 1992 and is a member of the
Audit and Option Committees. Age: 70
John T. McEnroe, Esq., has been a partner with the law firm of Vedder,
Price, Kaufman & Kammholz, and counsel to Filtertek, since May 1992. Prior to
this position, he was a partner with the law firm of Keck, Mahin & Cate where
he practiced from 1976 to 1992. Mr. McEnroe was appointed a Director of the
Company in September 1992 and is a member of the Executive and Option
Committees. Mr. McEnroe also served as a Director of Old Schawk until the
Merger. Age: 44
Hollis W. Rademacher held various positions with Continental Bank,
N.A., Chicago, Illinois, from 1957 to 1993 and was Chief Financial Officer of
Continental Bank Corporation, Chicago, Illinois, from 1988 to 1993. Mr.
Rademacher is currently self-employed in the fields of consulting and
investments in Chicago, Illinois. Mr. Rademacher is a member of the Audit and
Option Committees. Age: 60
Currently, all Directors who are not employees of the Company (except
for Mr. McEnroe) receive a $500 fee for attendance at each regularly scheduled
or special board or committee meeting. All non-employee Directors are also
reimbursed for ordinary and necessary expenses incurred in attending Board or
committee meetings. In addition, certain of the Directors have received
options under the Company's 1991 Outside Directors' Formula Stock Option Plan
(the "Outside Directors' Plan"). See "Executive Compensation -- Stock Option
Plans -- 1991 Outside Directors' Formula Stock Option Plan."
- 4 -
<PAGE> 7
EXECUTIVE COMPENSATION
The table below sets forth certain information for fiscal years 1995,
1994 and 1993 with respect to the annual and other compensation paid by the
Company to: (i) the Chairman of the Board of Directors; (ii) the President and
Chief Executive Officer; and (iii) the other executive officers of the Company
who were most highly compensated in 1995 (collectively, the "Named Executive
Officers") for services rendered in all capacities to the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------------------------------------- ----------------
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Options/SARs Compensation(5)
- --------------------------- ------- ----------------------- --------------- ------------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Clarence W. Schawk, 1995 $ 273,450(2) -- -- -- $7,500
Chairman(1) 1994 223,349(2) $2,325,000(2) -- $30,030(3) 7,500
1993 223,349(2) 2,150,664(2) $39,148(2) 30,030(3) 8,994
David A. Schawk, 1995 356,250(2) -- 12,239(2) -- 7,500
President and CEO(1) 1994 146,772(2) 1,300,000(2) 12,999(2) 30,030(3) 7,500
1993 146,772(2) 1,202,962(2) 13,646(2) 30,030(3) 8,994
A. Alex Sarkisian, 1995 150,000(2) 57,000(2) 8,086(2) -- 7,500
Executive Vice President 1994 135,000(2) 225,000(2) 8,086(2) 13,013(4) 7,500
and Secretary 1993 130,000(2) 190,000(2) 8,086(2) 13,013(4) 8,994
Marie Meisenbach Graul, 1995 96,667(2) 20,000(2) -- -- 7,500
Chief Financial Officer, 1994 95,000(2) 85,000(2) -- 11,011(4) 4,750
Treasurer and Public 1993 90,000(2) 50,000(2) -- 11,011(4) 8,484
Information Officer
Ronald J. Kay, President, 1995 171,628 -- -- 11,000 3,000
Plastics Group(1) 1994 160,550 32,000 -- 13,813 867
1993 130,000 -- -- 12,462 --
</TABLE>
_________________
(1) Clarence W. Schawk became Chairman of the Board and Chief Executive Officer
of the Company in September 1992, when Old Schawk effectively acquired
61.0% of Filtertek. David A. Schawk became Chief Operating Officer in
September 1992, and Chief Executive Officer and President in February 1993.
Ronald J. Kay was appointed President, Plastics Group North American
Operations in February 1993.
(2) Prior to the Merger, which was effective December 30, 1994, Clarence W.
Schawk, David A. Schawk, A. Alex Sarkisian and Marie Meisenbach Graul
received no cash compensation from Filtertek, but were compensated by Old
Schawk for services provided to Old Schawk, including management of its
investment in Filtertek. These individuals were compensated directly by
the Company for 1995.
(3) Clarence W. Schawk and David A. Schawk were each granted options for 5,005
shares under the Outside Directors' Plan and 25,025 shares under the 1988
Equity Option Plan.
(4) A. Alex Sarkisian and Marie Meisenbach Graul were each granted options for
5,005 shares under the Outside Directors' Plan. The remaining shares were
granted under the 1988 Equity Option Plan.
(5) Reflects matching contributions made pursuant to the Company's 401(k) plans
to the accounts of such individuals.
- 5 -
<PAGE> 8
The table below sets forth certain information with respect to stock
options granted during fiscal 1995 to the Named Executive Officers.
Option/SAR Grants in 1995
<TABLE>
<CAPTION>
Number of Potential Realizable Value
Shares of Percentage of at Assumed Annual Rates of
Class A Total Stock Price Appreciation for
Common Stock Options/SARs Option Term(1)
Underlying Granted to Exercise ------------------------------
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year(2) ($/Sh) Date 5%($) 10%($)
- ------------------------ --------------- ---------------- --------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Clarence W. Schawk -- -- -- -- -- --
David A. Schawk -- -- -- -- -- --
A. Alex Sarkisian -- -- -- -- -- --
Marie M. Graul -- -- -- -- -- --
Ronald J. Kay 11,000(2) 7.5% $7.75 7-26-05 $53,613 $135,867
</TABLE>
_________________
(1) The amounts set forth represent the value that would be received by the
Named Executive Officers upon exercise of the option on the date before the
expiration date of the option based upon assumed annual growth rates in the
market value of the Company's shares of 5% and 10%, rates prescribed by
applicable SEC rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company's shares and other
factors such as the general condition of the stock markets and the timing
of the exercise of the options.
(2) Represents shares granted under the 1988 Equity Option Plan.
- 6 -
<PAGE> 9
The table below sets forth certain information with respect to options and
SARs exercised by the Named Executive Officers during fiscal 1995 and with
respect to options and SARs held by the Named Executive Officers at the end of
fiscal 1995. The value realized upon exercise of options and SARs is based
upon the closing price of the Company's shares on the respective exercise dates
as reported on the NYSE. The value of unexercised options and SARs at the end
of fiscal 1995 is based on the closing price of $6.625 reported on the NYSE on
December 29, 1995, the last trading day of fiscal 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs
Shares December 29, 1995 at December 29, 1995
Acquired --------------------------- --------------------------
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clarence W. Schawk -- -- 48,379 11,681 -- --
David A. Schawk -- -- 48,379 11,681 -- --
A. Alex Sarkisian -- -- 20,018 6,008 -- --
Marie M. Graul -- -- 16,682 5,340 -- --
Ronald J. Kay -- -- 25,336 11,939 -- --
</TABLE>
EMPLOYMENT AND NON-COMPETITION AGREEMENTS
In January 1991, Old Schawk entered into employment agreements with
Clarence W. Schawk and David A. Schawk to serve as executive officers. These
agreements, upon review of comparable base salaries for executives of similarly
situated companies, have been amended and restated effective October 1, 1994,
and were assumed by the Company by operation of law as a result of the Merger
after approval by the Board of Directors of the Company (David A. Schawk and
Clarence W. Schawk abstaining from such vote). Each employment agreement, as
amended and restated in October 1994, provides for an initial term of 10 years
(through December 31, 2004), with one-year extensions thereafter unless
terminated by either the Company or the executive. Each employment agreement
provides for payment of a base salary, adjustable annually by the Board of
Directors based upon a merit review and to account for inflation, as well as an
annual bonus consisting of short- and long-term incentives. Clarence W.
Schawk's employment agreement provided for a base salary of $500,000 for the
calendar year 1995, and David A. Schawk's employment agreement provides for a
base salary of $400,000 for the calendar year 1995. The short-term EVA-based
plan contemplates cash payments of 5.0% and 3.0% of the excess of "adjusted net
income" over $10.0 million with respect to Clarence W. Schawk and David A.
Schawk, respectively. "Adjusted net income" means annual net income after
taxes, but before bonuses to the Chairman and the President of the Company and
amortization of goodwill resulting from acquisitions of the Company consummated
after January 1, 1995. The amounts of such cash payments are subject to
adjustment based upon the Company's financial performance during the relevant
fiscal year. The long-term plan contemplates a non-cash distribution of
options calculated to equal 5.0% and 3.0% of the excess of "adjusted net
income" over $10.0 million for Clarence W. Schawk and David A. Schawk,
respectively. The employment agreements contain non-competition provisions
which are effective during the term of the agreements and for two years after
termination and are intended to provide for severance payments for 48 months
following termination of employment without cause. The employment agreements
further provide that, following a "change in control" (as defined in the
agreements), the Company may not terminate the executive's employment without
cause.
- 7 -
<PAGE> 10
Filtertek entered into an employment agreement (the "Agreement") with
Ronald J. Kay, the term of which commenced March 1, 1993 (subject to automatic
renewal for an additional year unless proper notice of termination is given by
the Company). The Agreement provides for an annual salary of $156,000,
adjusted annually based on changes in the Consumer Price Index. Additionally,
the Agreement entitles Mr. Kay to an annual bonus ranging from 20% to 40% of
his respective annual salary subject to attaining certain performance goals.
Mr. Kay did not receive a bonus for 1995 under the Agreement. Upon termination
without cause, the Agreement provides for severance pay equal to six months of
annual salary.
STOCK OPTION PLANS
1988 Equity Option Plan
On March 25, 1988, the Company adopted the 1988 Equity Option Plan
("Stock Incentive Plan") pursuant to which 2,252,250 shares of Class A Common
Stock are reserved for issuance pursuant to options and other benefits which
may be granted to officers, key employees and non-affiliated directors. The
Option Committee of the Board of Directors will administer the Stock Incentive
Plan. Under the Stock Incentive Plan, the Option Committee is authorized to
determine the officers and other key employees to whom, and the times at which,
options and other benefits are to be granted, the number of shares subject to
each award, its term and any applicable vesting provisions.
The Option Committee may award non-qualified stock options ("NSOs") or
incentive stock options ("ISOs"), shares of restricted stock or stock
appreciation rights under the Stock Incentive Plan. The exercise price with
respect to any ISOs may not be less than the fair market value of the Class A
Common Stock on the date of grant and the exercise price with respect to any
NSOs may not be less than eighty-five percent (85%) of the fair market value of
the Class A Common Stock on the date of grant. "Fair market value" will be
determined by averaging the highest and lowest sales prices for the Class A
Common Stock reported on the NYSE on the date of the grant.
Shares of Class A Common Stock granted as restricted stock under the
Stock Incentive Plan will be restricted as to transfer and subject to
forfeiture prior to the expiration of the restriction period determined by the
Option Committee. The expiration of the restriction period may be tied to the
attainment of certain performance objectives or based upon a period of
continued employment. To the extent that the restriction period expires, the
shares of Class A Common Stock will be released to the award recipient free of
all restrictions. If the performance objectives are not met in the required
time period or if the recipient's employment terminates prior to completing the
required service period, the recipient's right to the shares will be forfeited.
Stock appreciation rights may be granted alone or with respect to
options granted concurrently or previously under the Stock Incentive Plan.
Each stock appreciation right permits the recipient thereof to receive a cash
payment equal to the difference between the fair market value of the Class A
Common Stock on the date the stock appreciation right is exercised and such
fair market value on the date the stock appreciation right was awarded. To the
extent that a stock appreciation right was awarded with respect to an option,
exercise of the stock appreciation right will result in a pro rata
extinguishment of such option.
NSOs or ISOs may be granted to officers and other key employees of the
Company. The right of the recipient to exercise the options will be subject to
such vesting and forfeiture requirements and provisions as determined by the
Option Committee and must be exercised within 10 years of the date of grant.
1991 Outside Directors' Formula Stock Option Plan
The Company's Outside Directors' Plan, as amended, provides that each
"Outside Director" (defined in the Outside Directors' Plan as any Director who
is not a compensated employee of the Company) receive a non-qualified stock
option to purchase 5,000 shares upon his or her election, and subsequent
re-election, to the Board of Directors at an exercise price equal to the fair
value of such shares on the date of election or re-election as a Director.
Only the number of shares specified by such formula is eligible for grant under
the Outside Directors' Plan. Options
- 8 -
<PAGE> 11
granted under the Outside Directors' Plan are exercisable for a term of 10
years from the date of grant and vest in one-third increments on the date of
grant and on the first and second anniversaries of the date of grant. In 1993,
options to purchase 5,005 shares (as adjusted to reflect the conversion of
paired shares of the Company to shares of Class A Common Stock) were granted
under this plan to each of Clarence W. Schawk, David A. Schawk, A. Alex
Sarkisian, Marie Meisenbach Graul, John T. McEnroe, Judith W. McCue and Robert
F. Meinken at a per share exercise price of $8.625, and in 1994 each of such
Directors received additional options to purchase 5,005 shares (as adjusted) at
a per share exercise price of $9.750. In 1995, Mr. McEnroe, Ms. McCue, Mr.
Meinken and Mr. Rademacher each received options to purchase 5,000 shares at a
per share exercise price of $8.625.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All decisions regarding the compensation of the Company's executive
officers are made by the Executive Committee of the Board of Directors, except
for awards under the Stock Incentive Plan which are administered by the Option
Committee. The members of the Executive Committee are Clarence W. Schawk,
David A. Schawk, A. Alex Sarkisian, Ronald J. Kay and John T. McEnroe. Mr.
McEnroe does not receive cash compensation from the Company. The Option
Committee is comprised of the Company's Outside Directors. Mr. Sarkisian and
Mr. Kay participated in the deliberations of the Executive Committee with
regard to the compensation of executive officers other than themselves.
In connection with the Merger, Filtertek and Clarence W. Schawk, David
A. Schawk and other members of their immediate families (the "Schawk Family")
entered into a certain Registration Rights Agreement as of December 30, 1994,
pursuant to which the Company has agreed, upon the request of the Schawk
Family, to register, at any time after January 1, 1996, all or a portion of the
shares of Class A Common Stock received by the Schawk Family in the Merger.
The costs of such registration shall be borne by the Company exclusive of
underwriting discounts and commissions.
JOINT REPORT ON EXECUTIVE COMPENSATION
Under the supervision of the Executive Committee and the Option
Committee, the Company has developed and implemented compensation policies,
plans and programs which seek to enhance the profitability of the Company, and
thus stockholder value, by aligning the financial interests of the Company's
executive officers with those of its stockholders. In furtherance of these
goals, annual base salaries are generally set at or below competitive levels.
The Company relies to a large degree on annual bonus, if any, and stock option
incentives to attract and retain executive officers and other key employees of
outstanding ability, and to motivate them to perform to the full extent of
their abilities. Both types of incentive compensation are closely tied to the
performance of the Company and the individual in a manner that encourages a
sharp and continuing focus on building profitability and stockholder value.
During 1993, the Executive Committee reviewed, reevaluated and
approved an annual salary plan for the Company. This salary plan was developed
based on industry, peer group and market surveys, and performance judgments as
to the past and expected future contributions of the individual executive
officer targeting the salaries to the median level of such comparable
companies.
Individual bonus arrangements can be established for certain key
executive officers to attain a particular or group of particular goals or
levels of performance. The Company entered into a bonus plan with Mr. Kay and
three other executive officers pursuant to which they are entitled to receive
bonus amounts ranging from 20% to 40% of their annual salary based on the
Company attaining 100% to 140% of certain specified pre-tax profit levels. The
Company did not meet its specified pre-tax profit levels for 1995. In 1995, no
cash bonus was paid to Mr. Kay and limited cash bonuses were paid to certain
other executive officers of the Company.
The cash compensation paid to Clarence W. Schawk, David A. Schawk, Mr.
Sarkisian and Ms. Graul was determined by the Board of Directors of the Company
for fiscal year 1995.
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<PAGE> 12
As a consequence of the Merger, the Company assumed employment
agreements entered into by Old Schawk and Clarence W. Schawk and David A.
Schawk, respectively, after approval by the Board of Directors (Clarence W.
Schawk and David A. Schawk abstaining from such vote). These agreements were
amended and restated effective October 1, 1994, after a review by the board of
directors of Old Schawk of comparable base salaries for executives of similarly
situated companies. The agreements provide for base salary, and annual bonuses
based on formula performance measures. The Board of Directors can adjust the
base salary annually based upon merit review. See "Executive Compensation -
Employment and Non-Competition Agreements."
During each fiscal year the Option Committee considers the
desirability of granting executive officers and other key employees of the
Company stock options under the 1988 Equity Option Plan. The granting of stock
options is based upon the overall performance of the Company and the
performance of the particular employee. The Option Committee considers such
performance and the recommendations of management in determining the amounts
recommended to be granted. The Option Committee believes its pattern of grants
has successfully focused the Company's executive officers and other key
employees on building profitability and stockholder value. For fiscal 1995,
options were granted to executive officers, including Mr. Kay, in furtherance
of this philosophy. The number of options granted to the respective executive
officers reflects the Option Committee's assessment of the particular officer's
level of responsibility and its desire to match the award level with the
executive's responsibility level. The purpose of these awards is to reward
such officers for their performance with respect to the Company and to give
such officers a stake in the Company's future, which is directly aligned with
the creation of stockholder value.
The Executive Committee does not believe that the provisions of the
Revenue Reconciliation Act of 1993 will limit the deductibility of compensation
expected to be paid by the Company, however, the Executive Committee will
continue to evaluate the impact of such provisions and take such actions as it
deems appropriate.
This report is submitted by the members of the Company's Executive
Committee and Option Committee:
Executive Committee: Option Committee:
Clarence W. Schawk Judith W. McCue
David A. Schawk Robert F. Meinken
Ronald J. Kay John T. McEnroe
A. Alex Sarkisian Hollis W. Rademacher
John T. McEnroe
- 10 -
<PAGE> 13
PERFORMANCE GRAPH
The graph below sets forth a comparison of the yearly percentage
change in the cumulative total return for the five year period beginning
December 31, 1990, on the Company's Class A Common Stock, the RUSSELL 2000
Small Stock Index ("RUSSELL 2000"), a broad-based market index, and a peer
group of common stocks of 10 companies (the "Peer Group"), which the Company
selected based on the comparable businesses of these companies to the
businesses of the Imaging and Information Technologies Group and the Plastics
Group.
Comparison of Five-Year Cumulative Total Return*
Schawk, Inc., Russell 2000 Index And Peer Group
(Performance Results Through 12/31/95)
<TABLE>
<CAPTION>
Schawk, Inc. Russell 2000 Index Peer Group
<S> <C> <C> <C>
1990 $100.00 $100.00 $100.00
1991 $167.09 $146.05 $163.70
1992 $191.03 $173.75 $172.94
1993 $190.91 $205.64 $174.88
1994 $225.27 $205.71 $201.56
1995 $145.57 $258.89 $284.75
</TABLE>
Assumes $100 invested at the close of trading 12/90 in Schawk, Inc. common
stock, Russell 2000 Index, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or ommissions contained herein.
The Merger of the Old Schawk Companies into the Company was effective
on December 30, 1994.
The Company has selected a different "peer group" from last year's
proxy statement, which consisted of the Value Line Chemicals: Diversified
Index, a group of 16 specialty chemical industry manufacturers. The Company
believes that the Value Line Chemicals: Diversified Index is no longer an
appropriate performance measure given the dual business lines of the Company
that resulted from the Merger.
- 11 -
<PAGE> 14
The relative performance of the Company's Class A Common Stock, the
RUSSELL 2000, the Peer Group and Value Line Chemicals: Diversified Index is as
follows:
<TABLE>
<CAPTION>
Name 1990 1991 1992 1993 1994 1995
- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Schawk, Inc. 100.00 167.09 191.03 190.91 225.27 145.57
Russell 2000 Index 100.00 146.05 172.94 205.64 201.56 258.89
Peer Group 100.00 163.70 173.75 174.88 205.71 284.75
Chemicals Diversified Index 100.00 126.64 124.43 146.60 155.93 191.65
</TABLE>
The Joint Report on Executive Compensation and the Performance Graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporate this information by
reference and shall not otherwise be deemed filed under such Acts.
- 12 -
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the shares
beneficially owned as of March 18, 1996, (i) by each person who is known by the
Company to own beneficially more than 5% of the outstanding shares of Class A
Common Stock; (ii) by each Director of the Company, including the nominees for
reelection as Directors; and (iii) by all Directors and officers of the Company
as a group. All information with respect to beneficial ownership has been
furnished to the Company by the respective stockholders.
<TABLE>
<CAPTION>
Amount of Percentage of
Name of Beneficial Owner Beneficial Ownership(1) Class Outstanding
- --------------------------------------------------------- ----------------------- ------------------------
<S> <C> <C>
Clarence W. Schawk(2) . . . . . . . . . . . . . . . . 10,747,468 (3) 55.50%
David A. Schawk(2) . . . . . . . . . . . . . . . . . 1,586,688 (4) 8.19
Ronald J. Kay . . . . . . . . . . . . . . . . . . . . 39,041 (5) *
Larry Larkin . . . . . . . . . . . . . . . . . . . . 90,334 (6) *
A. Alex Sarkisian . . . . . . . . . . . . . . . . . . 920,187 (7)(8) 4.76
Marie Meisenbach Graul . . . . . . . . . . . . . . . 23,094 (9) *
John T. McEnroe . . . . . . . . . . . . . . . . . . . 11,065(10) *
Judith W. McCue . . . . . . . . . . . . . . . . . . . 12,839(11) *
Robert F. Meinken . . . . . . . . . . . . . . . . . . 8,538(12) *
Hollis W. Rademacher . . . . . . . . . . . . . . . . 5,998(13) *
Cathy Ann Schawk(2)(14) . . . . . . . . . . . . . . . 1,263,961 6.54
Judith Lynn Gallo(2)(15) . . . . . . . . . . . . . . 1,435,796(16) 7.43
Lisa Beth Stearns(2)(17) . . . . . . . . . . . . . . 1,038,311 5.38
Executive Officers and Directors as a group
(14 persons) . . . . . . . . . . . . . . . . . . . 13,560,035(18) 68.80%
</TABLE>
_________________
*Less than 1%
(1) Unless otherwise indicated, (i) beneficial ownership is direct and (ii)
the person indicated has sole voting and investment power.
(2) Each is a member of the Schawk Family. The address for each of the Schawk
Family members is 1695 River Road, Des Plaines, Illinois 60018.
(3) Includes currently exercisable options to purchase 48,379 shares, 3,777
shares held in joint tenancy with Mr. Schawk's wife, and 3,060,727 shares
held directly by Mr. Schawk's wife. Does not include 1,586,688 shares
beneficially owned by Clarence W. Schawk's son David A. Schawk, or an
aggregate of 4,627,599 shares beneficially owned by Clarence W. Schawk's
daughters Cathy Ann Schawk, Judith Lynn Gallo and Lisa Beth Stearns, or
held in family trusts for the benefit of certain of his grandchildren. Mr.
Schawk does not share voting power or investment authority over shares of
the Company held by or on behalf of his children or grandchildren.
(4) Includes currently exercisable options to purchase 48,379 shares. Does not
include 10,747,468 shares beneficially owned by David A. Schawk's father,
Clarence W. Schawk, or an aggregate of 4,627,579 shares beneficially owned
by or held in family trusts for the benefit of David A. Schawk's sisters
Cathy Ann Schawk, Judith Lynn Gallo and Lisa Beth Stearns, and certain of
Clarence W. Schawk's grandchildren. Includes 350 shares held in joint
tenancy and as custodian for minors gifted to David A. Schawk's friends.
(5) Includes currently exercisable options to purchase 30,336 shares.
- 13 -
<PAGE> 16
(6) Includes currently exercisable options to purchase 89,333 shares.
(7) Includes currently exercisable options to purchase 28,352 shares.
(8) Includes 889,531 shares held by various Schawk Family trusts for the
benefit of certain of Clarence W. Schawk's grandchildren with respect to
which Mr. Sarkisian has voting and dispositive power.
(9) Includes currently exercisable options to purchase 21,682 shares.
(10) Includes currently exercisable options to purchase 8,338 shares and 1,726
owned indirectly by Mrs. McEnroe.
(11) Includes the indirect ownership of 1,001 shares placed in a retirement
trust account and currently exercisable options to purchase 8,338 shares.
(12) Includes currently exercisable options to purchase 8,338 shares.
(13) Includes currently exercisable options to purchase 4,998 shares.
(14) Ms. Schawk is the daughter of Clarence W. Schawk and sister of David A.
Schawk, Judith Lynn Gallo and Lisa Beth Stearns.
(15) Ms. Gallo is the daughter of Clarence W. Schawk and the sister of David A.
Schawk, Cathy Ann Schawk and Lisa Beth Stearns.
(16) Includes shares held by two Schawk Family trusts with respect to which Ms.
Gallo has voting and dispositive power.
(17) Ms. Stearns is the daughter of Clarence W. Schawk and the sister of David
A. Schawk, Cathy Ann Schawk and Judith Lynn Gallo.
(18) Includes currently exercisable options to purchase an aggregate of 396,327
shares held by certain executive officers and Directors.
In addition to the shares of Class A Common Stock reflected in the
above table, members of the Schawk Family beneficially own 19,800 shares of
Series A Preferred Stock of the Company and 5,207 shares of Series B Preferred
Stock of the Company.
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission and the New York Stock Exchange reports of
ownership and changes in ownership of common stock and other equity securities
of the Company. Officers, Directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of copies of such reports
forwarded to the Company or written representations that no other reports were
required, the Company believes that, during the 1995 fiscal year, all filing
requirements applicable to its officers, Directors and greater than 10%
beneficial owners were complied with, except that one report, covering one
transaction, was filed late by each of Clarence W. Schawk and David A. Schawk.
- 14 -
<PAGE> 17
CERTAIN TRANSACTIONS
Clarence W. Schawk owns Geneva Waterfront, Inc., a Wisconsin
corporation that owns The Geneva Inn, a hotel in Geneva, Wisconsin. Prior to
the Merger, Geneva Waterfront, Inc. employees were eligible to participate in
Old Schawk's health plan and such persons continue to be eligible to
participate in the Company's health plan. Old Schawk was reimbursed for the
full costs of such insurance in the past. Old Schawk believed that this
arrangement benefitted the company because it enhanced Old Schawk's bargaining
power with its health insurance providers. The arrangement is beneficial to
Geneva Waterfront, Inc. because it enables Geneva Waterfront, Inc. to purchase
health insurance for its employees at a lower cost than it would be able to
obtain independently. In 1995, the Company received $174,875 in insurance
premium reimbursements from Geneva Waterfront, Inc.
The Imaging and Information Technologies Group facilities at 1200 West
Monroe Street, Chicago, Illinois are leased from The Clarence W. Schawk 1979
Children's Trust, a trust established for the benefit of the children of
Clarence W. Schawk, including David A. Schawk. Based on third-party
appraisals, management believes that the gross rent and other terms and
conditions of this lease are comparable to those that would have been obtained
in an arm's-length transaction. The amount paid by the Company in 1995 under
this lease was $380,000.
The Imaging and Information Technologies Group facility at 1600 East
Sherwin Avenue, Des Plaines, Illinois is leased from C.W. Properties, Chicago,
a group consisting of a Missouri corporation and certain individuals, all of
whom are unrelated to the Schawk Family. The lease provides for an option to
purchase the building and the adjoining property at 70% of the fair market
value. The option is held by Graphics IV, Ltd., an Illinois limited
partnership ("Graphics IV"). The limited partners of Graphics IV are David A.
Schawk and the daughters of Clarence W. Schawk, all of whom were beneficial
owners of Old Schawk. Based on third party appraisals, management believes
that the gross rent and other terms and conditions of this lease are comparable
to those that would have been obtained in an arm's-length transaction. The
amount paid by the Company in 1995 under this lease was $670,986.
The Schawk Family entered into a certain Registration Rights Agreement
dated as of December 30, 1994, pursuant to which the Company has agreed, upon
the request of the Schawk Family, to register, at any time after January 1,
1996, all or a portion of the shares of Class A Common Stock received by the
Schawk Family in the Merger. The costs of such registration shall be borne by
the Company exclusive of underwriting discounts and commissions.
Old Schawk paid to the Schawk Family in the form of notes payable a
dividend in the aggregate amount of approximately $8.8 million, which
approximated the income taxes estimated to be payable by the Schawk Family with
respect to earnings through the date of the Merger. Such notes bore interest
at 5% per annum. The remaining balance on the notes payable was $5,765,271 on
December 31, 1995.
INDEPENDENT ACCOUNTANTS
As of the date of this Proxy Statement, the Board of Directors has not
selected the independent accountants for the Company for fiscal 1996. Prior to
the Annual Meeting, the Audit Committee may recommend to the Board of Directors
independent accountants for fiscal 1996. In the event the Board of Directors
selects independent accountants for 1996 before the Annual Meeting, such
selection will be announced at the Annual Meeting.
The Board of Directors selected Ernst & Young LLP as the independent
accountants for the Company for fiscal 1995 based upon the recommendation of
the Audit Committee. Representatives of Ernest & Young LLP are expected to be
present at the Annual Meeting and will be available to respond to any
appropriate questions raised at the meeting and to make a statement if such
representatives so wish.
- 15 -
<PAGE> 18
Filtertek's principal accountant from 1983 through January 16, 1995
was Arthur Andersen LLP. The Old Schawk Companies' principal accountant from
January 1, 1992 through December 30, 1994 was Ernst & Young LLP.
On January 16, 1995, the Board of Directors decided to continue to
retain Arthur Andersen LLP to audit the Plastics Group and Ernst & Young LLP to
audit the Imaging and Information Technologies Group for the fiscal year ended
December 31, 1994. However, as a result of the Merger, Ernst & Young LLP
became the Company's principal accountants because under accounting rules the
financial statements of the Old Schawk Companies are treated as the financial
statements of the Company. Consequently, Ernst & Young LLP delivered an audit
opinion on behalf of the Company for the fiscal year ended December 31, 1994.
Arthur Andersen LLP delivered an audit opinion with respect to the Plastics
Group for the year ended December 31, 1994 and Ernst & Young LLP referred to
such opinion in delivering its audit opinion on behalf of the Company.
The Company and Arthur Andersen LLP have not disagreed on any matter
of accounting principles or practice, financial statement disclosure or
auditing scope or procedure in connection with the audit for the Company's 1994
fiscal year or during the period January 1, 1995 to January 16, 1995. The
Board of Directors determination not to retain Arthur Andersen LLP was not
based on the expectation that any such disagreement would arise in connection
with the audit of its financial statements for the year ended December 31,
1994, but rather by virtue of the Merger.
Arthur Andersen LLP's reports on the financial statements of
Filtertek, Inc. for the fiscal year ended December 31, 1993 did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles.
Other than as described above, Filtertek had not engaged or otherwise
consulted with Ernst & Young LLP regarding any matter relating to Filtertek's
financial statements, and no written report or oral advise was provided to
Filtertek, Inc. by Ernst & Young LLP regarding any decision of Filtertek as to
any accounting, auditing or financial reporting issue.
OTHER MATTERS
The Board of Directors know of no matters other than those described
above that may come before the Annual Meeting. As to other matters, if any,
that properly may come before the Annual Meeting, the Board of Directors intend
that proxies in the accompanying form will be voted in respect thereof in
accordance with the judgment of the person voting the proxies.
- 16 -
<PAGE> 19
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement
for the 1997 Annual Meeting of Stockholders must be received by the Company not
later than December 6, 1996. The person submitting the proposal must have been
a record or beneficial owner of shares of Class A Common Stock for at least one
year, and the securities so held must have a market value of at least $1,000.
By Order of the Board of Directors,
Des Plaines, Illinois A. ALEX SARKISIAN, Esq.
April 5, 1996 Secretary
- 17 -
<PAGE> 20
SCHAWK, INC.
SCHAWK, INC.
1695 RIVER ROAD, DES PLAINES, ILLINOIS 60018
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints A. Alex Sarkisian, Esq. as Proxy, with the power to
appoint his substitute and hereby authorizes him to represent and to vote as
designated below, all the shares of Schawk, Inc. Class A Common Stock held on
record by the undersigned on March 18, 1996, at the Annual Meeting of
Stockholders to be held on May 15, 1996, or any adjournment thereof.
1. FOR the election of the nominees for Director of Schawk.
FOR all nominees listed below (except as withheld in the space
provided) WITHHOLD AUTHORITY to vote for all nominees listed below
Clarence W. Schawk Larry Larkin
David A. Schawk Judith W. McCue, Esq.
A. Alex Sarkisian, Esq. Ronald J. Kay
Marie Meisenbach Graul Hollis W. Rademacher
Robert F. Meinken John T. McEnroe, Esq.
________ FOR ________ WITHHELD FOR ALL
Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the lines provided below.
___________________________________________________
___________________________________________________
___________________________________________________
2. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
<PAGE> 21
THE BOARD OF DIRECTORS OF SCHAWK, INC. RECOMMEND A VOTE FOR PROPOSAL 1. Please
mark, sign, date and return your proxy without delay in the return envelope
provided for that purpose, which requires no postage if mailed within the
United States or Puerto Rico.
Dated ________________________, 1996 _________________________________
Signature
_________________________________
Signature if held jointly
Please sign exactly as name
appears hereon, joint owners
should each sign. When signing
as Attorney, Executor,
Administrator, or Guardian,
please give full title as such.
If signer is a corporation,
please sign with the full
corporation name by duly
authorized officer or director.
- 2 -
