<PAGE>
CONFIRMING ELECTRONIC COPY OF PREVIOUS PAPER FILING
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GRAPHIC INDUSTRIES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
GRAPHIC INDUSTRIES, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
(Previously paid with paper filing)
[_] $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:*
(4) Proposed maximum aggregate value of transaction:
- --------
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF GRAPHIC INDUSTRIES, INC. APPEARS HERE]
Dear Graphic Industries, Inc. Shareholder:
You are cordially invited to attend the 1994 Annual Meeting of
Shareholders to be held at the Hotel Nikko Atlanta, 3300 Peachtree Road,
Atlanta, Georgia, on Thursday, May 19, 1994, at 10:00 a.m., local time.
The principal business of the meeting will be to elect directors for the
ensuing year. During the meeting, we will also review the results of the year
ended January 31, 1994 and report on the outlook for fiscal 1995.
We would appreciate your completing, signing, dating and returning to the
Company the enclosed proxy card in the envelope provided at your earliest
convenience. If you decide to attend the meeting, you may, of course, revoke
your proxy and personally cast your votes.
Sincerely,
/s/ Mark C. Pope III
---------------------------------
Mark C. Pope III
Chairman
April 18, 1994
<PAGE>
GRAPHIC INDUSTRIES, INC.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 19, 1994
The 1994 Annual Meeting of Shareholders of Graphic Industries, Inc. will
be held at 10:00 a.m., local time, on Thursday, May 19, 1994, at Hotel Nikko
Atlanta, 3300 Peachtree Road, Atlanta, Georgia.
The meeting is called for the following purposes:
1. To elect directors for the ensuing year; and
2. To vote on such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed April 1, 1994, as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting.
YOU ARE REQUESTED TO SIGN, DATE, COMPLETE AND RETURN THE ENCLOSED PROXY
SO THAT YOUR SHARES WILL BE REPRESENTED, WHETHER OR NOT YOU PLAN TO BE PRESENT
AT THE MEETING.
By Order of the Board of Directors
/s/ Donald P. Hunnicutt
----------------------------------
Donald P. Hunnicutt
Secretary
Atlanta, Georgia
April 18, 1994
<PAGE>
GRAPHIC INDUSTRIES, INC.
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Graphic Industries, Inc. (the "Company" or "Graphic
Industries") of proxies to be voted at the 1994 Annual Meeting of Shareholders
(the "Annual Meeting") of the Company to be held on Thursday, May 19, 1994,
and at any and all adjournments of the Annual Meeting. This Proxy Statement
and the enclosed proxy card will be first mailed on or about April 19, 1994,
to the shareholders of record of the Company (the "Shareholders") on April 1,
1994 (the "Record Date").
Any proxy given pursuant to this solicitation and received in time for
the Annual Meeting will be voted with respect to all shares represented by it
and will be voted in accordance with the instructions, if any, given in the
proxy. If instructions are not given in the proxy, it will be voted in favor
of the proposals to elect the nominees named herein to the Board of Directors.
Shareholders who execute proxies may revoke them at any time before they
are voted by filing with the Secretary of the Company either an instrument
revoking the proxy or a duly executed proxy bearing a later date. Proxies also
may be revoked by any Shareholder present at the Annual Meeting who expresses
a desire to vote his or her shares in person. The holders of a majority of the
shares of the Common Stock of the Company (the "Common Stock") must be present
in person or represented by proxy to constitute a quorum and act upon the
election of the three directors to be elected by that class and the holders of
a majority of the shares of the Class B Common Stock (the "Class B Stock")
must be present in person or represented by proxy to constitute a quorum and
act upon the election of the seven directors to be elected by that class.
Failure of the necessary quorums to be represented at the Annual Meeting will
necessitate adjournment and will subject the Company to additional expense.
The affirmative vote of a majority of the shares of Common Stock
outstanding and entitled to vote is required to elect three of the nominees to
the Board and the affirmative vote of a majority of the shares of Class B
Stock outstanding and entitled to vote is required to elect the other seven
nominees to the Board. Because it is necessary that each proposal receive the
affirmative vote of a majority of the shares eligible to vote for each of the
proposals, any abstentions or broker non-votes will have the effect of a vote
against the relevant proposal or proposals.
There were 5,872,240 shares of Common Stock and 4,519,117 shares of Class
B Stock outstanding as of the Record Date and therefore entitled to notice and
to vote at the Annual Meeting. Each share of Common Stock is entitled to one
vote and each share of Class B Stock is entitled to ten votes on each proposal
to be presented at the Annual Meeting; however, with respect to the election
of directors, only the Common Stock will vote with respect to three of the
nominees and only the Class B Stock will vote with respect to the other seven
nominees.
Mark C. Pope III ("Mr. Pope"), Chairman of the Board and Chief Executive
Officer of the Company, intends to vote his Class B Stock (which represents
99.1% of the Class B Stock outstanding as of the Record Date) in favor of the
seven nominees to be voted on by the holders of Class B Stock.
YOUR BOARD OF DIRECTORS URGES YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE
1
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
The Board of Directors of the Company presently consists of ten members.
The current terms of all existing directors expire upon the election and
qualification of the directors to be elected at the Annual Meeting. The
persons named as proxies intend to vote the proxies for the election as
directors of the persons named below, each of whom is currently a director,
unless the shareholders direct otherwise in their proxies. In the event any of
the persons named below refuses or is unable to serve as a director (which is
not now anticipated), the persons named as proxies reserve full discretion to
vote for such other person or persons as may be nominated.
Three of the nominees (Messrs. Andrews, Kirtland and Strayhorn) will be
voted upon only by the holders of Common Stock. The remaining nominees
(Messrs. Pope, Pope IV, Wood, J. Pope, C. Pope, Herring and Hatcher) will be
voted upon only by the holders of Class B Stock.
The tables below identify each person known by management of the Company
to own beneficially more than 5% of any class of the Company's voting
securities and set forth for each director nominee (based upon information
supplied by him) his name, age, positions with the Company, principal
occupation and business experience for the past five years, prior service as a
director of the Company, and the number of shares and percentage of the
outstanding shares of Common Stock beneficially owned by him, all as of the
Record Date, April 1, 1994. An asterisk indicates ownership of less than 1% of
the class of Common Stock.
Ownership of Shares
<TABLE>
<CAPTION>
Common Stock
----------------------------------------------------------
Sole Shared
Voting or Voting or Attributed
Name of Investment Investment Beneficial Percent
Beneficial Owner Power Power Ownership of Class(1)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mark C. Pope III 1,003,492(2) 0(3) 0 17.1(2)(3)
Mark C. Pope IV 98,765 0 0 1.7
William A. Wood, Jr. 9,550 0 0 *
John R. Pope 83,817 0(3) 0 1.4(3)
Clifford M. Kirtland, Jr. 13,125(4) 0 0 *
Ralph N. Strayhorn, Jr. 6,830 0 1,830(5) *
Warren E. Andrews 12,000 22,500(6) 0 *
Carter D. Pope 200,958 0 0 3.4
Alvan A. Herring, Jr. 27,833 0 0 *
James A. Hatcher 0 0(3) 106,950(7) 1.8(3)
Betty Williams Marital Trust 15,000(8) 0 0 *(8)
c/o Mark C. Pope III
2155 Monroe Drive, N.E.
Atlanta, Georgia 30324
Pope Disclaimer Trust 120,000 0 0 2.0
All directors and
executive officers as a
group (13 persons) 1,643,776(2)(9) 22,500(3) 108,780 30.2(8)(9)
</TABLE>
2
<PAGE>
(1) Calculated by taking into account all shares as to which the indicated
person or group has sole or shared voting or investment power or
attributed beneficial ownership, but without regard to the shares of
Common Stock issuable upon conversion of either (i) shares of Class B
Stock held by that person or group or (ii) any of the Company's
Convertible Debentures, and without regard to the disclaimers of
beneficial ownership referred to in Notes (4), (8), and (9) of this table.
(2) Does not include 4,478,092 shares of Class B Stock (99.1% of the Class B
Stock outstanding as of the Record Date) held by Mr. Pope, each of which
is convertible at the option of the holder into one share of Common Stock.
If these shares of Class B Stock were included, Mr. Pope's Percent of
Class of Common Stock would be 53.0%.
(3) Does not include (i) 15,000 shares held by the Betty Williams Marital
Trust, (ii) an aggregate of 18,461 shares of Common Stock issuable upon
conversion of $300,000 face value of the Company's Convertible Debentures
held by the Betty Williams Marital Trust or (iii) 120,000 shares held of
record by the Pope Disclaimer Trust. Mr. Pope, Mr. J. Pope and Mr.
Hatcher's spouse are the co-trustees of such trusts. Mr. Pope, Mr. J. Pope
and Mr. Hatcher disclaim beneficial ownership of the shares held by the
Betty Williams Marital Trust and the Pope Disclaimer Trust.
(4) Does not include an aggregate of 3,692 shares of Common Stock issuable
upon conversion of $60,000 face value of the Company's Convertible
Debentures. If these shares were included, Mr. Kirtland's Percent of Class
of Common Stock still would be less than one percent.
(5) Mr. Strayhorn disclaims beneficial ownership of the indicated shares,
which are beneficially owned, controlled and held of record by his spouse.
(6) Jointly owned with Mr. Andrews' spouse, with whom he shares voting and
investment power.
(7) The indicated shares are beneficially owned, controlled and held of record
by Mr. Hatcher's spouse.
(8) Does not include an aggregate of 18,461 shares of Common Stock issuable
upon conversion of $300,000 face value of the Company's Convertible
Debentures. If these shares were included, the trust's Percent of Class of
Common Stock still would be less than one percent.
(9) Does not include an aggregate of 8,307 shares of Common Stock issuable
upon conversion of $135,000 face value of the Company's Convertible
Debentures. If these shares of Common Stock and the shares of Common Stock
issuable upon conversion of the Class B Stock referenced in Note (2) to
this table were included, the group's Percent of Class of Common Stock
would be 60.5%.
3
<PAGE>
Director Nominee Information
(1) Nominees to be Considered by the Holders of the Class B Stock
Position With Company,
Principal Occupation,
Business Experience, Director
Name Other Directorships Age Since
- --------------------------------------------------------------------------------
Mark C. Pope III (1) Chairman of the Board and 69 1970
Chief Executive Officer of
Graphic Industries since
1970; President of Graphic
Industries, 1970-1989
Mark C. Pope IV (1) President of Graphic 43 1978
Industries since 1989;
Vice President of Graphic
Industries, 1984-1989;
Assistant Secretary of
Graphic Industries, 1979-
1989; President of
Williams Printing Company,
1982-1987 (2)
William A. Wood, Jr. Vice President of Graphic 74 1978
Industries since 1986;
President of The Stein
Printing Company, Inc.,
1978-1986 (2)
John R. Pope (1) President of Williams Printing 49 1970
Company since 1990; Executive
Vice-President of Williams
Printing Company, 1989-1990;
Vice President--Sales of Williams
Printing Company, 1969-1989 (2)
Carter D. Pope (1) President of Atlanta Blue 38 1988
Print Company since 1989;
Executive Vice President of
Atlanta Blue Print Company,
1987-1989; Vice President
of Atlanta Blue Print
Company, 1986-1987; Salesman,
The Stein Printing Company,
1982-1986 (2)
Alvan A. Herring, Jr. Vice President of Graphic 50 1990
Industries since 1990;
President of Foote & Davies,
1989-1990 (commercial
printers); Senior Vice
President of Foote & Davies,
1982-1989
4
<PAGE>
Position With Company,
Principal Occupation,
Business Experience, Director
Name Other Directorships Age Since
- --------------------------------------------------------------------------------
James A. Hatcher (1) Vice President and 42 1992
General Counsel of Cox Cable
Communications, a division
of Cox Enterprises, Inc., since
1992; Secretary and General
Counsel of Cox Enterprises,
Inc., 1988-1992; Secretary
of various subsidiaries of
Cox Enterprises, Inc.
1988-1992.
(2) Nominees to be Considered by the Holders of the Common Stock
Clifford M. Kirtland, Jr. Private Investor; Chairman 70 1984
of the Board of Cox
Communications, Inc., 1981-
1983; Director of CSX
Corporation (transportation
holding company), Oxford
Industries, Inc. (apparel
manufacturer), Shaw Industries,
Inc. (carpet manufacturer),
Summit Communications, Inc.
(radio broadcasting and cable
TV), Adesa Corp. (automobile
auctioneers), The Salomon Bros.
Fund, Inc. (investment company),
The Salomon Brothers Investors
Fund (investment company), The
Salomon Brothers Capital Fund
(investment company), and The Law
Companies Group, Inc. (professional
consulting and environmental engineers,
materials and testing laboratory)
Ralph N. Strayhorn, Jr. Of counsel to Petree Stockton 71 1984
(formerly Petree Stockton &
Robinson) since 1988; General
Counsel and Secretary of The
Wachovia Corporation and
Wachovia Bank and Trust
Company, N.A., 1978-1988
Warren E. Andrews Chairman of the Board of 73 1984
W. E. Andrews Co., Inc.,
1952-1989 (acquired by
Graphic Industries in
1984) (2)
(See footnotes on following page.)
5
<PAGE>
(1) Mark C. Pope IV, John R. Pope and Carter D. Pope are sons and Mr. Hatcher is
the son-in-law of Mark C. Pope III.
(2) Atlanta Blue Print Company, Williams Printing Company, The Stein Printing
Company, Inc. and W.E. Andrews Co., Inc. are wholly-owned subsidiaries of
the Company.
Members of the Board of Directors of the Company who are not officers of the
Company or any of its subsidiaries receive annual directors' fees of $5,000,
plus $350 for each meeting of the Board or the Audit Committee attended and
reimbursement for travel expenses. Directors who are officers of the Company or
any of its subsidiaries receive $150 for each Board meeting attended and are
reimbursed for travel expenses. For meetings held during fiscal 1994, non-
officer directors received total fees as follows: Messrs. Strayhorn and
Kirtland, as members of the Board of Directors and the Audit Committee, received
total fees of $7,100 each, Messrs. Andrews and Hatcher received total fees of
$6,400. Mr. Pope, Mr. Pope IV, Mr. Wood, Mr. J. Pope, Mr. C. Pope and Mr.
Herring, directors who are also officers, received total fees of $600 each.
Certain Transactions
Certain of the Company's executive officers and directors have participated
in transactions between the Company and entities in which they have a material
interest. See "Compensation Committee Interlocks and Insider Participation" for
a description of these transactions.
Compensation Committee Interlocks and Insider Participation
Mr. Pope and Mr. Pope IV are executive officers of the Company and also
serve on its Executive Committee, which determines executive officers' salary
and bonuses.
Mr. Andrews serves on the Stock Option Committee, which awards compensation
in the form of stock options to executive officers and other employees of the
Company.
In connection with the Company's acquisition of W.E. Andrews Co., Inc. in
1984, Mr. Andrews received an aggregate of $5,600,000 for the sale of his stock
of the acquired company, of which $2,800,000 was paid in cash at closing and the
remainder is being paid in annual installments of principal and interest
pursuant to a ten-year nine percent note.
On September 15, 1993, the company purchased the Williams Printing Company
facility from Pope Properties for $3,277,500, which is the average of two MAI
appraisals. The Company assumed a mortgage on the facility with a principal
balance of $3,173,000 and paid the balance of the purchase price in cash.
Partnership interests in Pope Properties are owned by Mr. Pope (50%), Mr. Pope
IV (12.5%), Mr. J. Pope (12.5%), Mr. C. Pope (12.5%), and Patricia Pope Hatcher,
spouse of James A. Hatcher (12.5%). The Company previously rented the facility
from Pope Properties for an annual rent of $288,000 under a net-net-net lease.
The purchase was approved by the disinterested members of the Board of Directors
in April 1993. The Company has determined that the rent and purchase price for
the facility did not exceed fair market rent and value, respectively, for the
facility.
The Monroe Litho facility is leased from a partnership in which Mr.
Przysinda holds an 80% interest. The lease provides for annual rent of $300,000
until August 1994 and $330,000 from August 1994 until August 1999, amounts which
the Company have determined to be not greater than fair market rent for the
facility. The lease may be renewed at the Company's option for two additional
five-year terms at the then current fair market rent after the initial term
expires in 1999.
In connection with the Company's acquisition of Monroe Litho, Inc. in 1989,
Mr. Przysinda entered into a non-competition agreement with the Company pursuant
to which he received payments through July 1992. Mr. Przysinda received payments
aggregating $147,033 during fiscal 1993. No additional payments are owed to Mr.
Przysinda under such agreement.
Meetings and Committees
During fiscal 1994, the Board of Directors met four times and did not have
a nominating or compensation committee. The Audit Committee met two times during
fiscal 1994 and consisted of Messrs. Kirtland, Strayhorn and Pope IV. The Audit
Committee is responsible for reviewing and making recommendations regarding the
Company's employment of independent auditors, the annual audit of the Company's
financial statements and the Company's internal accounting practices and
policies. All members of the Board of Directors and the Audit Committee attended
at least 75% of the meetings.
6
<PAGE>
EXECUTIVE COMPENSATION
The Company has no standing compensation committee; however, the
Executive Committee of the Board of Directors determines salary and bonus
compensation for all executive officers of the Company and the Stock Option
Committee determines stock option awards for all executive officers (excluding
Mark C. Pope III) and other key associates of the Company. The Executive
Committee is composed of Mark C. Pope III, Chairman of the Board and CEO, and
Mark C. Pope IV, President. The Stock Option Committee is composed of Mr. Pope
III and Warren E. Andrews, a director of the Company.
Compensation Report of the Executive and Stock Option Committees of the Board
of Directors of Graphic Industries, Inc.
The Company seeks to attract and retain key executives who will assist
the Company in meeting its annual and long-term sales and profit goals,
thereby serving the interest of the Company's Shareholders. The elements of
the Company's executive compensation are annual cash compensation (salary and
bonuses) and stock options. The Executive Committee believes that the demands
and expectations of clients and the Company warrant better than median levels
of compensation. The Company's compensation practices are designed to achieve
the following goals:
1. Provide salaries that are competitive with those paid to executives in
similar positions at private and public companies in each of the Company's
key market areas.
2. Create a link between the executive's compensation and the Company's
performance through stock options and bonus opportunities.
3. Align the financial interest of the executives with that of the
shareholders by means of stock options and bonus opportunities in order to
increase shareholder value.
The cash compensation of executive officers (including the CEO and
President) is reviewed annually and adjustments are considered in view of the
Executive Committee's assessment of 1) the Company's sales, profit and stock
price performance; 2) the executive officers' individual leadership and
experience; and 3) compensation levels of executives in similar positions at
private and public companies in each of the Company's key market areas. Stock
options are granted from time to time to provide incentives to executives to
work toward financial objectives that support total shareholder returns in the
form of market price appreciation and dividends. Mr. Pope IV received options
in fiscal 1994 to provide such an incentive and because he had been ineligible
to receive stock options until May 1, 1993 as a result of his membership on
the Company's Stock Option Committee.
The Company provides medical and other similar benefits to its executive
officers on the same basis as made available to other employees of the
Company.
Mr. Pope and Mr. Andrews cannot receive any stock options under the
Company's 1988 Incentive Stock Option Plan or 1991 Stock Option Plan because
Mr. Pope and Mr. Andrews serve on the committee administering the Company's
Stock Option Plans and must remain "disinterested" under applicable securities
laws and rules.
Submitted by the Executive Committee and the Stock Option Committee of
The Board of Directors of Graphic Industries, Inc.
MARK C. POPE III MARK C. POPE IV WARREN E. ANDREWS
7
<PAGE>
Shareholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock with the
cumulative total return of the S&P 500 Stock Index and the cumulative total
return for a peer group for the period of five years commencing on January 31,
1989 and ending on January 31, 1994.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GRAPHIC INDUSTRIES, S&P 500 INDEX AND PEER GROUP INDEX
<CAPTION>
Measurement period S&P 500 Peer Group
(Fiscal Year Covered) GRPH Index Index
- --------------------- -------- -------- ----------
<S> <C> <C> <C>
Measurement PT -
01/31/89 $ 100.00 $ 100.00 $ 100.00
FYE 01/31/90 $ 72.00 $ 114.00 $ 105.00
FYE 01/31/91 $ 49.00 $ 124.00 $ 98.00
FYE 01/31/92 $ 52.00 $ 152.00 $ 108.00
FYE 01/31/93 $ 72.00 $ 168.00 $ 116.00
FYE 01/31/94 $ 74.00 $ 190.00 $ 139.00
</TABLE>
* Assumes $100 invested on January 31, 1989 in Graphic Industries, Inc. S&P
500 Stock Index and a Peer Group constructed by the Company. Total return
assumes reinvestment of dividends.
** The Graphic Industries Peer Group is comprised of nine publicly-held
printing companies with operations in the commercial printing industry
similar to those of the Company. The companies in the peer group are:
Cadmus Communications Corp., Courier Corp., Devon Group, Inc., R.R.
Donnelley & Sons Co., Lawson Mardon Group, Mickelberry Corporation, Moore
Corporation Limited, Quebecor, Inc. and Waverly, Inc.
8
<PAGE>
Executive Compensation Tables
The following tables set forth certain information required by the
Securities and Exchange Commission relating to various forms of compensation
of executive officers of the Company with respect to the periods presented.
Summary Compensation Table
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
-----------------------------------------
Awards Payouts
----------------------------------------------------------------------------
Other Annual Restricted Long-Term All Other
Compensation Stock Options/ Incentive Plan Compensation
Fiscal Salary Bonus (1993 and 1994) Awards SARs Payouts (1993 and 1994)
Name and Principal Position Year ($) ($) ($) ($) (#)(1) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark C. Pope III 1994 $319,000 0 0 0 0 0 $4,497(2)
Chairman & CEO 1993 $319,000 0 0 0 0 0 4,364(2)
1992 $319,000 0 0 20,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Mark C. Pope IV 1994 $240,000 0 0 0 15,000 0 $3,280(2)
President 1993 $205,000 0 0 0 0 0 2,183(2)
1992 $205,000 0 0 15,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Alvan A. Herring, Jr. 1994 $213,800 0 0 0 0 0 $4,269(2)
Vice President 1993 $198,000 0 0 0 10,000 0 3,527(2)
1992 $198,000 0 0 17,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
Richard S. Przysinda 1994 $137,124 0 0 0 0 0 $2,959(4)
Vice President 1993 $198,033 0 $147,033(3) 0 10,000 0 7,009(4)
1992 - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
J. Fred Johnson 1994 $124,730 0 0 0 0 0 $2,362(2)
CFO & Treasurer 1993 $115,480 0 0 0 8,500 0 2,240(2)
1992 $115,000 0 0 13,500 0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in fiscal 1992 were granted pursuant to the Graphic
Industries, Inc. 1988 Incentive Stock Option Plan, while
options granted in fiscal 1993 and fiscal 1994 were granted pursuant to
the Graphic Industries, Inc. 1991 Stock Option Plan.
(2) These amounts represent the Company's matching contributions to the named
executives' 401(k) accounts under the Company's Profit Sharing Plan during
the indicated years.
(3) Represents total cash payments made to Mr. Przysinda during fiscal 1993
pursuant to a non-competition agreement. See "Proposal 1 -- Election of
Directors -- Compensation Committee Interlocks and Insider Participation."
(4) This amount represents the Company's contribution to the named executive's
Monroe-Litho Profit Sharing Plan account during the indicated years.
9
<PAGE>
Fiscal 1994 Option Grants
This table presents information regarding fiscal 1994 option grants to
the named executive officers. The Company has no outstanding stock
appreciation rights and granted no stock appreciation rights during fiscal
1994.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN FISCAL 1994
- --------------------------------------------------------------------------------------------------------------
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
- --------------------------------------------------------------------------------------------------------------
% of Total Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration 5% 10%
Name (#)(1) Fiscal Year(2) ($/Sh) Date ($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Pope III -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------
Mr. Pope IV 7,500 26.8% 7.88 1/31/95 2,925 5,925
7,500 26.8% 7.88 1/31/96 6,000 12,450
- --------------------------------------------------------------------------------------------------------------
Mr. Herring -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------
Mr. Przysinda -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------
Mr. Johnson -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These stock options were granted on May 13, 1993 at an exercise price equal
to the then current fair market value of the Common Stock pursuant to the
Graphic Industries, Inc. 1991 Stock Option Plan and vest in one-half annual
installments beginning on January 1, 1995. Upon a merger, consolidation or
other reorganization of the Company involving the exchange, conversion,
adjustment or other modification of outstanding options, optionees will be
entitled to receive shares of stock, other securities or other property to
which terms of the agreement of merger, consolidation or other
reorganization would entitle the optionee to receive had he been a holder
of record of the shares of Common Stock as to which he could exercise the
option.
(2) Based on options to purchase 28,000 shares granted in fiscal 1994.
10
<PAGE>
Individual Option Exercises in Fiscal 1994 and Values at January 31, 1994
This table presents information regarding fiscal 1994 option exercises and the
value of unexercised options held at January 31, 1994.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Fiscal Year-End Option Value
- ---------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Unexercised In-the-Money Options
Options at FY-End at FY-End
(#) ($)(2)
Shares
Acquired
on Exercise Value Realized Exercisable/ Exercisable/
Name (#) ($)(1) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Pope III 6,668 $14,670 0/0 0/0
- ---------------------------------------------------------------------------------------------------
Mr. Pope IV 3,334 $ 7,935 0/15,000 0/0
- ---------------------------------------------------------------------------------------------------
Mr. Herring 7,333 $17,066 0/6,667 0/$13,334
- ---------------------------------------------------------------------------------------------------
Mr. Przysinda 6,667 $17,068 0/6,667 0/$13,334
- ---------------------------------------------------------------------------------------------------
Mr. Johnson 5,667 $13,091 0/5,334 0/$10,668
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the difference between the market price of the shares on the
date of exercise and the exercise price.
(2) Represents the value of unexercised, in-the-money options at January 31,
1994, based upon the $7.88 closing price of the Common Stock on that date.
Amounts have been rounded to the nearest dollar.
11
<PAGE>
AUDITORS
The firm of Ernst & Young has served as the Company's independent public
accountants since 1983 and the Board of Directors intends to reappoint this firm
for fiscal 1995. A representative of this firm is expected to attend the Meeting
to respond to questions from Shareholders and to make a statement if he so
desires.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Any Shareholder of the Company wishing to submit a proposal for action at
the Company's annual meeting of shareholders in 1995 and desiring the proposal
to be considered for inclusion in the Company's proxy materials relating thereto
must provide a written copy of the proposal to the management of the Company at
its principal executive offices not later than January 10, 1995. A shareholder
desiring to submit proposals must be the record or beneficial owner of at least
one percent or $1,000 in market value of the Company's shares, must have held
the shares for at least one year and continue to hold the shares through the
date of the meeting, and must otherwise comply with the rules of the Securities
and Exchange Commission relating to shareholder proposals.
ANNUAL REPORT
The Company's 1994 Annual Report to Shareholders is being mailed to the
Company Shareholders with this proxy statement. The Annual Report is not part of
the proxy soliciting material.
GENERAL
The Board of Directors does not know of any other matters to be presented
at the Meeting for action by Shareholders. However, if any other matters
requiring a vote of the Shareholders arise at the Meeting or any adjournment
thereof, it is intended that votes will be cast pursuant to the proxies with
respect to such matters in accordance with the best judgment of the persons
acting under the proxies.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mail, certain officers and
regular employees of the Company may solicit the return of proxies by telephone,
telegram, or personal interview. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting materials to their
principals, the beneficial owners of common stock of the Company, and will
reimburse them for their reasonable out-of-pocket expenses.
A list of Shareholders entitled to be present and vote at the Meeting will
be available during the Meeting for inspection by Shareholders who are present.
You are requested to mark, date, sign, and return the enclosed proxy
promptly so that your shares will be represented at the Meeting, whether or not
you plan to be present at the Meeting. An envelope has been provided for that
purpose. No postage is required if mailed in the United States.
Atlanta, Georgia
April 18, 1994
12
<PAGE>
GRAPHIC INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated April 18, 1994, and
does hereby appoint Mark C. Pope III and Mark C. Pope IV, and either of them,
with full power of substitution, as proxy or proxies of the undersigned to
represent the undersigned and to vote all shares of Graphic Industries, Inc.
Class B Common Stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of Graphic
Industries, Inc., to be held at Hotel Nikko Atlanta, 3300 Peachtree Road,
Atlanta, Georgia, at 10:00 a.m., local time, on May 19, 1994, and any
adjournment(s) thereof:
1. Election of Directors:
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
M. Pope III; M. Pope IV; W. Wood; J. Pope; C. Pope; A. Herring; and J. Hatcher.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
- -------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or our any adjournment
thereof.
This Proxy may be revoked at any time prior to the voting thereof.
PLEASE SIGN ON OTHER SIDE.
<PAGE>
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
This Proxy, when properly executed, will be voted in accordance with the
directors given by the undersigned shareholder. If no direction is made, it
will be voted in favor of Proposal 1.
______________ Shares Class B Common
(Signature(s))
____________________________________________
____________________________________________
Date:_________________________________, 1994
Please sign exactly as your name(s) appear
hereon, and when signing as attorney,
executor, administator, trustee or
guardian, give your full title as such. If
the stock is held in the name of more than
one person, all holders should sign. If the
signatory is a corporation, sign the full
corporate name by a duly authorized
officer. If a partnership, sign in
partnership name by authorized person.
<PAGE>
GRAPHIC INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated April 18, 1994, and
does hereby appoint Mark C. Pope III and Mark C. Pope IV, and either of them,
with full power of substitution, as proxy or proxies of the undersigned to
represent the undersigned and to vote all shares of Graphic Industries, Inc.
Common Stock which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of Graphic Industries, Inc., to
be held at Hotel Nikko Atlanta, 3300 Peachtree Road, Atlanta, Georgia, at
10:00 a.m., local time, on May 19, 1994, and any adjournment(s) thereof:
1. Election of Directors:
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
C. Kirtland; R. Strayhorn; and W. Andrews.
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
- --------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment
thereof.
This Proxy may be revoked at any time prior to the voting thereof.
PLEASE SIGN ON OTHER SIDE.
<PAGE>
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
This Proxy, when properly executed, will be voted in accordance with the
directors given by the undersigned shareholder. If no direction is made, it will
be voted in favor of Proposal 1.
__________ Shares Common Stock
(Signature(s))
_______________________________________
_______________________________________
Date: __________________________ , 1994
Please sign exactly as your name(s)
appear hereon, and when signing as
attorney, executor, administator,
trustee or guardian, give your full
title as such. If the stock is held in
the name of more than one person, all
holders should sign. If the signatory
is a corporation, sign the full
corporate name by a duly authorized
officer. If a partnership, sign in
partnership name by authorized person.
