<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant /
Check the appropriate box:
/ Preliminary Proxy Statement
[_] Definitive Proxy Statement
/ Definitive Additional Materials
/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMPUCOM SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
COMPUCOM SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(a)(1)(ii), 14a- 6(i)(l), or 14a-6(j)(2).
/ $500 per each party to the controversy pursuant to Exchange Act Rule 14(a)-
6(i)(3).
/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
(4) Proposed maximum aggregate value of transaction:
/ 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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[LOGO OF COMPUCOM APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, MAY 21, 1996
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CompuCom
Systems, Inc. (the "Company") will be held at The Doubletree Hotel at Lincoln
Centre, 5410 LBJ Freeway, Dallas, Texas 75240 on Tuesday, May 21, 1996 at 2:00
p.m., local time, for the following purposes:
1. To elect eleven directors;
2. To consider and vote on a proposal to adopt the Management Incentive
Compensation Plan; and
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has established the close of business on April 1,
1996 as the record date for the determination of stockholders entitled to
receive notice of, and to vote at, the meeting or any adjournments thereof. In
order that the meeting can be held and a maximum number of shares can be voted,
whether or not you plan to be present at the meeting in person, please fill in,
date and sign, and promptly return the enclosed Proxy in the return envelope
provided for your use. No postage is required if mailed in the United States.
By order of the Board of Directors,
/s/ JAMES A. OUNSWORTH
JAMES A. OUNSWORTH
Secretary
10100 North Central Expressway
Dallas, TX 75231
April 12, 1996
<PAGE>
COMPUCOM SYSTEMS, INC.
10100 NORTH CENTRAL EXPRESSWAY
DALLAS, TX 75231
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors (the "Board") of CompuCom Systems, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on May 21,
1996 (such meeting and any adjournment or adjournments thereof referred to as
the "Annual Meeting") for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders and in this Proxy Statement. The Company intends
to mail this Proxy Statement and related form of Proxy to stockholders on or
about April 12, 1996.
VOTING SECURITIES
Only the holders of shares of common stock, par value $.01 per share (the
"Common Stock"), and Series B Cumulative Convertible Preferred Stock, par value
$.01 per share (the "Series B Stock"), of the Company of record at the close of
business on April 1, 1996 (cumulatively, the "Shares") are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, there were
44,382,671 shares of Common Stock and 1,500,000 shares of Series B Stock
outstanding and entitled to be voted at the Annual Meeting. It is the intention
of the persons named in the Proxy to vote as instructed by the stockholders or,
if no instructions are given, to vote as recommended by the Board. Each
stockholder has one vote per Share on all business of the Annual Meeting, except
that in the election of directors each share of Series B Stock has the right to
cast five votes for each share of Common Stock into which such Series B Stock
could then be converted. Each share of Series B Stock is convertible into
1.477104 shares of Common Stock.
The eleven nominees receiving the highest number of affirmative votes of
the Shares present or represented and entitled to be voted shall be elected as
directors. The Management Incentive Compensation Plan requires the approval of a
majority of the votes cast thereon. A majority of outstanding Shares will
constitute a quorum for the transaction of business at the Annual Meeting. Votes
withheld from any director, abstentions and broker non-votes will be counted for
purposes of determining the presence of a quorum for the transaction of business
at the Annual Meeting. Abstentions are counted in tabulations of the votes cast
on proposals presented to stockholders. Broker non-votes are not counted for
purposes of determining whether a proposal has been approved.
REVOCABILITY OF PROXY
Execution of the enclosed Proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person. A stockholder, in exercising his
right to vote in person at the Annual Meeting, effectively revokes all
previously executed Proxies. In addition, the Proxy is revocable at any time
prior to the effective exercise thereof by filing notice of revocation with the
Secretary of the Company or by filing a duly executed Proxy bearing a later
date.
1
<PAGE>
PERSONS MAKING THE SOLICITATION
The solicitation of this Proxy is made by the Company. The cost of
soliciting Proxies on behalf of the Board of Directors, including the actual
expenses incurred by brokerage houses, nominees and fiduciaries in forwarding
Proxy materials to beneficial owners, will be borne by the Company. In addition
to solicitation by mail, certain officers and other employees of the Company may
solicit Proxies on behalf of the Board of Directors in person or by telephone.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders intending to present proposals at the next Annual Meeting of
Stockholders to be held in 1997 must notify the Company of the proposal no later
than December 13, 1996.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 1, 1996, the Company's Common
Stock beneficially owned by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock, and the number
of shares of Common Stock owned beneficially by each director, by each named
executive officer, and by all executive officers and directors as a group. In
addition to the information regarding the Company's Common Stock listed below,
as of April 1, 1996, there were 1,500,000 shares of Series B Stock issued and
outstanding. All of such Series B Stock is owned of record by Safeguard
Scientifics (Delaware), Inc., a wholly owned subsidiary of Safeguard
Scientifics, Inc. ("Safeguard"), and consequently is beneficially owned by
Safeguard.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
OWNED /(1)/ CLASS
----------------- -----------
<S> <C> <C>
Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087/(2)/....................... 24,417,393 52.4%
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111/(3)/.................. 2,923,180 6.6%
Charles A. Root/(4)/......................... 50,000 *
Edward R. Anderson/(5)/...................... 660,000 1.5%
Daniel F. Brown/(6)/......................... 641,923 1.4%
James W. Dixon/(5)/.......................... 386,350 *
Michael J. Emmi/(5)/......................... 5,000 *
Richard F. Ford.............................. 20,800 *
Delbert W. Johnson........................... 6,500 *
John D. Loewenberg........................... 7,000 *
Ira M. Lubert/(5)/........................... 250,000 *
Warren V. Musser/(7)/........................ 409,147 *
Edward N. Patrone/(5)/....................... 10,000 *
Robert J. Boutin/(5)/........................ 176,133 *
Executive officers and directors as a group
(12 persons)/(8)/.......................... 2,622,853 5.7%
</TABLE>
_______
* Less than 1%
(1) Except as otherwise disclosed, the nature of beneficial ownership is the
sole power to vote and to dispose of the Shares (except for Shares held
jointly with spouse).
(2) Safeguard Scientifics (Delaware), Inc. ("Safeguard Delaware"), a wholly
owned subsidiary of Safeguard, is the record owner of 20,868,403 Shares of
Common Stock and 1,500,000 shares of Series B Stock, which are presently
convertible into 2,215,657 Shares
2
<PAGE>
of Common Stock. CompuShop Incorporated, a wholly owned subsidiary of
Safeguard Delaware, is the record owner of 1,333,333 Shares of Common
Stock. Consequently, such Shares are beneficially owned by Safeguard, which
is the parent of the Company by virtue of its share ownership at April 1,
1996. All of the Shares beneficially owned by Safeguard have been pledged
by Safeguard as collateral under its bank line of credit.
(3) As of April 1, 1996, Massachusetts Mutual Life Insurance Company has
advised the Company that Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Investors and MassMutual Participation Investors
beneficially own 1,607,749 Shares, 875,970 Shares and 439,461 Shares,
respectively. Massachusetts Mutual Life Insurance Company, MassMutual
Corporate Investors and MassMutual Participation Investors, which may be
deemed to be members of a group, disclaim beneficial ownership of Shares of
the Company's Common Stock.
(4) Shares are held by Mr. Root's spouse.
(5) Includes for Messrs. Anderson, Dixon, Emmi, Lubert, Patrone and Boutin
310,000 Shares, 263,251 Shares, 5,000 Shares, 250,000 Shares, 10,000
Shares, and 138,000 Shares, respectively, that may be acquired pursuant to
stock options that are currently exercisable or that will become
exercisable by May 30, 1996.
(6) Includes 630,000 Shares that may be acquired pursuant to stock options
that are currently exercisable or that will become exercisable by May 30,
1996, and 306 Shares held by Mr. Brown's daughter. Mr. Brown disclaims
beneficial ownership of the Shares owned by his daughter.
(7) Includes 25,564 Shares held by a charitable foundation of which Mr. Musser
is an officer and director. Excludes 24,417,393 Shares beneficially owned
by Safeguard, for which Mr. Musser serves as Chairman of the Board and
Chief Executive Officer. Mr. Musser disclaims beneficial ownership of the
Shares beneficially owned by the charitable foundation and by Safeguard.
(8) Includes 1,606,251 Shares which may be acquired upon exercise of stock
options which are currently exercisable or which will become exercisable by
May 30, 1996.
At April 1, 1996, Messrs. Musser and Root each beneficially owned
approximately 12.5% and 1.3%, respectively, of the outstanding common stock of
Safeguard. All officers and directors of the Company as a group, other than
Messrs. Musser and Root, owned less than 1% of Safeguard's outstanding common
stock. At April 1, 1996, ClientLink, Inc. was a majority owned subsidiary of
the Company. Executive officers and directors of the Company beneficially owned
as of such date the following shares of ClientLink, Inc. common stock: Mr.
Anderson, 24,000 shares, (6,000 of which may be acquired pursuant to currently
exercisable stock options), .7%; Mr. Dixon, 168,000 shares, 5.0%; Mr. Brown,
18,000 shares, .5%; Mr. Boutin, 24,000 shares (6,000 of which may be acquired
pursuant to currently exercisable stock options), .7%; and officers and
directors as a group, 234,000 shares (12,000 of which may be acquired pursuant
to currently exercisable stock options), 6.9%.
I. ELECTION OF DIRECTORS
It is intended that the persons named as proxies for this Annual Meeting
will vote in favor of the election of the following nominees as directors of the
Company to hold office until the Annual Meeting of Stockholders in 1997 and
until their successors are elected and have qualified. Proxies may not be voted
for more than eleven directors. Each of the nominees has consented to serve if
elected. However, if any of the nominees should become unavailable prior to the
election, the holder of the Proxies may vote the Proxies for the election of
such other persons as the Board may recommend, unless the Board reduces the
number of directors to be elected.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
---
THE SLATE OF NOMINEES SET FORTH IN THIS PROPOSAL. PROXIES RECEIVED BY THE BOARD
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS. THE
ELEVEN NOMINEES RECEIVING THE HIGHEST NUMBER OF AFFIRMATIVE VOTES OF THE SHARES
PRESENT OR REPRESENTED AND ENTITLED TO BE VOTED SHALL BE ELECTED AS DIRECTORS.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS HAS BEEN A
NAME EXPERIENCE DURING LAST FIVE YEARS DIRECTOR SINCE AGE
- ------------------ --------------------------------- -------------- ---
<S> <C> <C> <C>
Charles A. Root Executive Vice President, Safeguard
Scientifics, Inc., a strategic
information systems company, and
Chairman of the
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C> <C>
Board of the Company/(4)/................. 1986 63
Edward R. Anderson President and Chief Executive Officer of
the Company/(5)/.......................... 1993 49
Daniel F. Brown Executive Vice President, Sales of the
Company................................... 1990 50
James W. Dixon President and Chief Executive Officer,
ClientLink, Inc., a software development
company/(6)/.............................. 1988 49
Michael J. Emmi Chairman of the Board, President and
Chief Executive Officer, Systems &
Computer Technology Corporation, a
provider of computer software and
services/(1)(7)/.......................... 1994 54
Richard F. Ford Managing General Partner, GM
Management Company Limited
Partnership and Gateway Associates III,
L.P., venture capital management
companies/(2)(3)(8)/...................... 1991 59
Delbert W. Johnson Chairman and Chief Executive Officer,
Pioneer Metal Finishing, a specialty metal
finishing company/(1)(9)/................. 1995 57
John D. Loewenberg Managing Partner, JDL Enterprises, a
consulting firm/(2)(10)/.................. 1995 55
Ira M. Lubert General Partner, Technology Leaders
Management L.P. and Technology Leaders
II Management L.P., and Managing Director,
Radnor Venture Management Company,
venture capital partnerships/(2)(3)(11)/.. 1987 46
Warren V. Musser Chairman of the Board and Chief
Executive Officer, Safeguard Scientifics,
Inc., a strategic information systems
company/(2)(3)(12)/....................... 1984 69
Edward N. Patrone Business Consultant/(1)(13)/.............. 1991 61
</TABLE>
__________
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Executive Committee.
(4) Mr. Root served as Vice Chairman of the Board from June 1988 until March
1991. Mr. Root is Chairman of the Board of Coherent Communications Systems
Corporation and Tangram Enterprise Solutions, Inc. and a director of USDATA
Corporation.
(5) Mr. Anderson served as Chief Operating Officer from August 1993 through
December 1993 and has served as President and Chief Executive Officer of
the Company since January 1994. Prior to joining the Company, Mr. Anderson
served from May 1988 to July 1993 as President and Chief Operating Officer
of Computerland Corporation (now known as Vanstar), a computer reseller.
(6) Prior to joining ClientLink, Inc., a subsidiary of the Company, Mr. Dixon
served as Chairman of the Board of the Company from January 1989 through
February 1996, as President from June 1988 to January 1989, and as co-Chief
Executive Officer from January 1989 to March 1991. Mr. Dixon is a director
of Fisher Restaurant Systems, Inc. and USDATA Corporation.
(7) Mr. Emmi is a director of National Media Corporation.
(8) Mr. Ford is a director of Stifel Financial Corporation and D&K Wholesale
Drug, Inc.
(9) Mr. Johnson served as the President and Chief Executive Officer of Pioneer
Metal Finishing, a division of Safeguard Scientifics, Inc., from 1978 until
October 1994, when he assumed the position of Chairman of the Board and
Chief Executive Officer. Mr. Johnson is
4
<PAGE>
a director of Coherent Communications Systems Corporation, Ault, Inc.,
First Bank Systems, Inc., Safeguard Scientifics, Inc. and Tennant
Company. Mr. Johnson was the Chairman of the Ninth District Federal
Reserve Bank from 1991 to 1993 and was the 1993 Chairman of the
Federal Reserve Board Conference of Chairmen.
(10) From May 1995 through March 1996, Mr. Loewenberg served as Executive Vice
President and Chief Administrative Officer of Connecticut Mutual, a life
insurance company. Prior to joining Connecticut Mutual, Mr. Loewenberg
served as Senior Vice President of Aetna Life and Casualty, a multi-line
insurer, from March 1989 to May 1995. For the first five years, he was
Chief Executive Officer of Aetna Information Technology, the information
systems company of Aetna. Subsequently, he became Senior Vice President of
Aetna Health Plans, the managed care operation of Aetna. Mr. Loewenberg is
Chairman of Precision Systems, Inc.
(11) Mr. Lubert has served as a managing director of Radnor Venture Management
Company since 1988, a managing director since 1991 and a general partner
since 1995 of Technology Leaders Management L.P., and a managing director
and a general partner of Technology Leaders II Management L.P. since 1994.
Mr. Lubert is a director of National Media Corporation.
(12) Mr. Musser is Chairman of the Board of Cambridge Technology Partners
(Massachusetts), Inc. and is a director of Coherent Communications Systems
Corporation. Mr. Musser also serves on a variety of civic, educational and
charitable Boards of Directors including The Franklin Institute and the
Board of Overseers of The Wharton School of the University of Pennsylvania
and serves as Vice President/Development, Cradle Liberty Council, Boy
Scouts of America and as Vice Chairman of The Eastern Technology Council.
(13) Mr. Patrone served as President and Chief Executive Officer of Paper
Corporation of America, a distributor of paper products, from 1988 until
his retirement in 1991. Mr. Patrone is a director of Primesource Corp.
DIRECTORS' COMPENSATION
Directors are elected annually and hold office until their successors are
elected and have qualified or until their earlier resignation or removal. In
1995, each director who was not an employee or consultant of the Company, its
subsidiaries or Safeguard, received an annual cash retainer of $6,000, payable
quarterly in arrears, and $1,200 for each Board meeting attended, payable
quarterly in arrears. Directors also were reimbursed for out-of-pocket expenses
incurred in connection with attendance at meetings or other Company business.
Pursuant to the provisions of the Stock Option Plan for Directors, Mr.
Loewenberg was granted an option to purchase 10,000 shares of Common Stock at an
exercise price of $5.75 per share. The Company also granted an option to
purchase 10,000 shares of Common Stock at an exercise price of $5.75 to Mr.
Johnson upon his election to the Company's Board in July 1995. The options
granted to Messrs. Loewenberg and Johnson vest in 25% installments commencing on
the first anniversary of the grant date and have a term of 10 years.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board held four meetings in 1995. The Company's Board has appointed
standing Compensation, Executive and Audit Committees. The Compensation
Committee reviews and approves management's recommendations for compensation
levels, including incentive compensation for all executive officers, and
administers the Company's stock option plans. The Compensation Committee met
four times during 1995. The Executive Committee, which met once during 1995, is
authorized to act upon all matters with respect to the management of the
business and affairs of the Company, except that its authority to authorize and
approve transactions is limited to up to $5 million in the aggregate between
meetings of the Board. The Audit Committee recommends the firm to be appointed
as independent certified public accountants to audit the Company's financial
statements, discusses the scope and results of the audit with the independent
certified public accountants, reviews with management and the independent
certified public accountants the Company's interim and year-end operating
results, considers the adequacy of the internal accounting controls and audit
procedures of the Company, and reviews the non-audit services to be performed by
the independent certified public accountants. The Audit Committee met three
times during 1995. The Company does not have a Nominating Committee or any
committee performing similar functions. All of the directors attended at least
75% of the Board meetings; however, Mr. Ford and Mr. Root attended only 67% and
71%, respectively, of the total of the Board and Committee meetings of which
they were members.
REPORT OF THE BOARD COMPENSATION COMMITTEE
5
<PAGE>
The Compensation Committee of the Board (the "Compensation Committee")
reviews and approves compensation levels recommended by management, including
incentive compensation, for the executives of the Company, and administers the
Company's stock option plans. Messrs. Ford, Lubert and Musser currently
constitute the Compensation Committee.
EXECUTIVE COMPENSATION POLICIES
The Company is in a highly competitive industry. In order to succeed, the
Company believes that it must be able to attract and retain outstanding
executives, promote among them the economic benefits of stock ownership in the
Company, and motivate and reward executives who, by their industry, loyalty and
exceptional service, make contributions of special importance to the success of
the business of the Company. The Company has structured its executive
compensation program to support the strategic goals and objectives of the
Company.
Base compensation levels and benefits are initially established for new
executives on the basis of a combination of factors, including a review of
various published industry salary surveys which include many, but not all, of
the companies included in the Company's peer group in the Stock Performance
Graph which follows, and certain subjective factors, including reference to
experience and achievements of the individual and the level of responsibility to
be assumed in the Company. Any salary increases that are approved by the
Compensation Committee are generally awarded at year-end based on a review of
the level of achievement of financial and strategic objectives as defined in the
Company's annual strategic plan, and individual performance and contributions to
the achievement of the Company's objectives. Annual cash bonuses are intended to
create an incentive for executives who significantly contribute to and influence
the Company's strategic plans and are responsible for the Company's performance.
The aims are to focus executives' attention on areas such as profitability and
asset management, to encourage teamwork, and to tie executive pay to corporate
performance goals which are consistent with the long-term goals of stockholders
and other investors. Bonuses are awarded based on the achievement of annual
financial and strategic goals as approved by the Compensation Committee at the
beginning of each year, which goals may include a target range of pretax
earnings, earnings per share, return on equity, or some other objective
measurement that is consistent with long-term stockholder goals. The
Compensation Committee approves a target range for specific financial and/or
strategic goals, and a range of potential bonus amounts for each executive,
stated as a percentage of base salary. Ranges of potential bonuses are
determined based upon the executive's ability to impact the Company's
performance, and actual bonuses are awarded at year-end based on the actual
achievement level of the specified corporate goals compared to the target range
of achievement. For fiscal 1995, the Compensation Committee determined that
bonuses would be awarded based solely upon a target range of annual pretax
earnings as a percentage of revenue.
Grants of Company stock options are intended to align the interests of
executives and key employees with the long-term interests of the Company's
stockholders and other investors and to encourage executives and key employees
to remain in the Company's employ. Grants are not made in every year, but are
awarded subjectively based on a number of factors, including the individual's
level of responsibility, the amount and term of options already held by the
individual, the individual's contributions to the achievement of the Company's
financial and strategic objectives as defined in the Company's annual plan, and
the Company's achievement of its financial and strategic objectives, which may
include the goals described above and developing strategic alliances,
identifying and exploiting markets, expanding existing market share and
penetration, expanding operating capabilities, and improving net operating
margins, productivity of sales representatives and return on equity.
COMPANY POLICY ON QUALIFYING COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that publicly held companies may not deduct in any taxable
year compensation in excess of one million dollars paid to any of the
individuals named in the Summary Compensation Table which is not "performance-
based" as defined in section 162(m). In order for incentive compensation to
qualify as "performance-based" compensation under section 162(m), the
Compensation Committee's discretion to grant awards must be strictly limited.
The Compensation Committee believes that the benefit to the Company of retaining
the ability to exercise discretion under the Company's incentive
6
<PAGE>
compensation plans outweighs the limited risk of loss of tax deductions under
section 162(m). Therefore, the Compensation Committee does not currently intend
to seek to qualify all of its incentive compensation plans under section 162(m).
CEO COMPENSATION
Mr. Anderson's base salary for 1995 was maintained at the same level as for
1994. Mr. Anderson was awarded a bonus for 1995 equal to approximately 135% of
his target bonus. This decision was based on the Company achieving 1995 pretax
earnings equal to 119% of the target. Approximately 9% of the bonus earned for
1995 has been deferred. Of this deferred amount, 50% will be paid in February
1997 and 25% will be paid in each of February 1998 and 1999, subject to
forfeiture in the event of Mr. Anderson's termination of employment by the
Company or its subsidiaries.
OTHER EXECUTIVE COMPENSATION
The Compensation Committee approved executive cash bonuses equal to
approximately 135% of the target bonus amounts, approximately 9% of which has
been deferred as noted above under discussion of the CEO's compensation. These
decisions were based on the Company's pretax earnings being equal to 119% of the
target. The Compensation Committee also granted options under the Company's 1993
Stock Option Plan to certain of its executives and employees. Certain of these
options were granted in order to establish appropriate relative numbers of
options held by each executive and employee based on their current
responsibilities.
By the Compensation Committee:
Warren V. Musser Richard F. Ford Ira M. Lubert
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation paid
during the last three fiscal years to the Chief Executive Officer and each of
the other most highly compensated executive officers of the Company whose salary
and bonus exceeded $100,000 in 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-----------------------------------------------------------------------------
AWARDS
-------------------
SECURITIES ALL OTHER
OTHER ANNUAL UNDERLYING COMPEN-
NAME AND PRINCIPAL COMPENSA-TION OPTIONS/SARS (#) SATION ($)/(4)/
POSITION YEAR SALARY ($)/(1)/ BONUS ($)/(2)/ ($)/(3)/
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Anderson, 1995 $310,000 $416,020 -- 0 $3,750
President and Chief
Executive Officer/(5)/ 1994 310,000 310,000 $608,874 350,000 1,938
1993 121,022 235,600 -- 775,000 0
- -----------------------------------------------------------------------------------------------------------------------------------
James W. Dixon, 1995 $310,000 $416,020 $197,211 300,000 $3,750
Chairman of the Board/(6)/
1994 310,000 310,000 -- 0 3,143
1993 310,000 471,200 -- 0 4,497
- -----------------------------------------------------------------------------------------------------------------------------------
Daniel F. Brown, 1995 $245,000 $298,900 -- 150,000 $3,750
Executive Vice President,
Sales 1994 245,000 220,500 -- 0 3,033
1993 225,000 256,500 -- 0 4,497
- -----------------------------------------------------------------------------------------------------------------------------------
Robert J. Boutin, Senior 1995 $200,000 $139,080 -- 120,000 $3,750
Vice President, Finance
and Chief Financial 1994 200,000 100,000 -- 50,000 2,932
Officer
1993 150,000 114,000 -- 50,000 3,032
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes annual compensation which has been deferred by the named executives
pursuant to the Company's 401(k) matched savings plan.
(2) Approximately 9% of the bonus earned for 1995 has been deferred. Of this
deferred amount, 50% will be paid in February 1997 and 25% will be paid in
each of February 1998 and 1999, subject to forfeiture in the event of
termination of employment with the Company or its subsidiaries.
(3) The amount reported for Mr. Dixon for 1995 includes, among other things,
relocation expenses totaling $176,240. While other named executives enjoy
certain perquisites, such perquisites did not exceed the lesser of $50,000
or 10% of such executive's salary and bonus.
(4) The stated amounts represent Company matching contributions made under its
401(k) matched savings plan.
(5) Mr. Anderson joined the Company in August 1993.
(6) Mr. Dixon resigned as Chairman in 1996 to serve as Chairman and Chief
Executive Officer of ClientLink, Inc., a subsidiary of CompuCom.
8
<PAGE>
STOCK OPTIONS
The following tables set forth information with respect to (i) individual
grants of stock options to the Company's Chief Executive Officer and each of the
other named executive officers during the last fiscal year, (ii) options
exercised during fiscal year 1995, and (iii) the number of unexercised options
and the value of unexercised in-the-money options at December 31, 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM/(1)/
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
NAME OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
GRANTED (#) FISCAL YEAR ($/SH)/(2)/ DATE ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Anderson 0 -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
James W. Dixon 300,000 21.6% $3.50 02/09/05 $660,339 $1,673,429
- ---------------------------------------------------------------------------------------------------------------------------------
Daniel F. Brown 150,000 10.8% $3.50 02/09/05 330,169 836,714
- ---------------------------------------------------------------------------------------------------------------------------------
Robert J. Boutin 120,000 8.6% $3.50 02/09/05 264,136 669,372
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The potential realizable values are based on an assumption that the stock
price of the shares of Common Stock of the Company appreciate at the annual
rate shown (compounded annually) from the date of grant until the end of
the option term. These values do not take into account amounts required to
be paid as income taxes under the Code and any applicable state laws or
option provisions providing for termination of an option following
termination of employment, nontransferability, or vesting over periods of
up to five years. These amounts are calculated based on the requirements
promulgated by the Securities and Exchange Commission and do not reflect
the Company's estimate of future stock price growth of the shares of Common
Stock of the Company.
(2) All options have an exercise price at least equal to the fair market value
of the shares subject to each option on the date of grant. Options vest
20% each year commencing on January 2, 1996, have a ten-year term, and
continue vesting and remain exercisable so long as employment with the
Company or one of its subsidiaries continues. The option exercise price
may be paid in cash or, in the discretion of the Compensation Committee, by
(i) delivery of previously acquired shares, (ii) same day sales, i.e.
cashless broker's exercises, or (iii) by delivery of a note. The
Compensation Committee also may elect to cash-out all or part of the
portion of the option to be exercised by paying optionee an amount, in cash
or stock, equal to the excess of the fair market value of the stock over
the exercise price on the effective date of such cash-out.
9
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
ACQUIRED ON OPTIONS/SARS FISCAL YEAR-END ($)(1)
EXERCISE (#) AT FISCAL YEAR-END (#)
VALUE EXERCISABLE UNEXERCISABLE
NAME REALIZED($) EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Anderson 0 -- 310,000 465,000 $1,976,250 $2,964,375
- -----------------------------------------------------------------------------------------------------------------------------------
James W. Dixon 222,999 $1,078,149 238,251 300,000 1,891,258 1,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
Daniel F. Brown 100,000 500,000 600,000 150,000 4,843,000 900,000
- -----------------------------------------------------------------------------------------------------------------------------------
Robert J. Boutin 10,000 61,860 92,000 192,000 690,750 1,167,500
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value of unexercised in-the-money options is calculated based upon (i)
the fair market value of the stock at December 29, 1995 less the option
exercise price, multiplied by (ii) the number of shares subject to an
option. On December 29, 1995, the fair market value was $9.50. This table
is presented solely for the purpose of complying with Securities and
Exchange Commission rules and does not necessarily reflect the amounts the
optionees will actually receive upon any sale of the shares acquired upon
the exercise of the options.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
In 1991, the Company entered into an employment agreement with Daniel F.
Brown providing for his employment through March 1, 1996 as an officer of the
Company at a minimum annual base salary of $185,000. The agreement provided for
Mr. Brown's participation in management bonuses, required the Company to obtain
a term life insurance policy in the amount of $185,000 payable to Mr. Brown's
designated beneficiary, and afforded him other standard benefits awarded to
other senior management. This employment agreement terminated by its terms on
March 1, 1996 and has not been renewed by the Company.
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following chart compares the cumulative total stockholder return on the
Company's Common Stock for the period December 31, 1990 through December 31,
1995 with the cumulative total return on the Nasdaq Index and the cumulative
total return for a peer group index for the same period. The peer group consists
of SIC Code 5045--Computer, Peripheral Equipment and Software Wholesalers.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
CompuCom 100 172 167 310 239 725
NASDAQ 100 160 187 214 209 296
Peer Group 100 189 214 344 222 289
</TABLE>
The comparison assumes that $100 was invested on December 31, 1990 in the
Company's Common Stock and in each of the comparison indices, and assumes
reinvestment of dividends. The Company has historically reinvested
earnings in the growth of its business and has not paid cash dividends on
its Common Stock.
CERTAIN TRANSACTIONS
In August 1994, Mr. Anderson delivered to the Company, in payment of the
purchase price of 350,000 shares of Common Stock of the Company which he
acquired upon exercise of stock options, a full recourse, four-year promissory
note in the amount of $1,181,250 which is secured by a pledge of the 350,000
shares of Common Stock. Interest on the note accrues at the rate of 6% per annum
and is payable annually beginning January 1, 1996. Principal is payable in two
equal annual installments on August 31 in each of 1996 and 1997. The highest
outstanding balance since January 1, 1995, and the balance at January 31, 1996,
was $1,181,250.
In November 1994, the Company provided Mr. Dixon with a loan of $210,000
evidenced by a promissory note and secured by a lien on Mr. Dixon's home in
Dallas, Texas. The promissory note bears interest at the prime rate. One-third
of the principal amount of the note together with accrued interest was paid on
March 31, 1995, and the remaining unpaid principal together with accrued
interest is payable on the earlier of December 31, 1996 or Mr. Dixon's
termination of employment. The highest outstanding balance since January 1, 1995
was $210,000, and the balance at February 15, 1996 was $70,000.
11
<PAGE>
In October 1994, the Company provided Mr. Dixon with a bridge loan of
$217,000 in connection with his relocation from Georgia to Texas. This loan is
evidenced by a promissory note which bears interest at 1% in excess of the prime
rate and is secured by a second mortgage on his Georgia residence. The principal
was repaid in two installments during the first half of 1995, and the accrued
interest of approximately $6,200 is expected to be repaid in May 1996.
In July 1995, Mr. Dixon purchased from the Company 150,000 shares of common
stock of ClientLink, Inc. at a cost of $.75 per share. The purchase price, which
was based upon a third party valuation, was paid by delivery of a $112,500 full
recourse promissory note with a five-year term and is secured by a pledge of the
150,000 shares as collateral. The note bears interest at the rate of 8% per
annum. Interest will accrue and be due and payable on July 15 in each year,
commencing in 1996. Principal and unpaid accrued interest under the note will
become payable in full on the earlier of July 15, 2000 or Mr. Dixon's
termination of employment.
The Company and Safeguard are parties to an Administrative Services
Agreement pursuant to which Safeguard provides the Company with administrative
support services for an annual fee equal to 1/4 of 1% of the Company's net
sales, up to a maximum annual fee of $600,000, and the reimbursement of certain
out-of-pocket expenses incurred by Safeguard in performing services under the
agreement. The administrative support services include consultation regarding
the Company's general management, investor relations, financial management,
certain legal services, insurance programs administration, and tax research and
planning. The annual administrative services fee does not cover extraordinary
services provided by Safeguard to the Company or services which are contracted
out. The agreement is subject to termination by the Company or Safeguard upon
notice no later than ninety days prior to the end of any fiscal year. The
Company expensed $600,000 during 1995 for these services.
II. PROPOSAL TO APPROVE THE
MANAGEMENT INCENTIVE COMPENSATION PLAN
THE BOARD OF DIRECTORS BELIEVES THAT THE FOLLOWING PROPOSAL TO ADOPT THE
MANAGEMENT INCENTIVE COMPENSATION PLAN IS IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THIS
---
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS.
BACKGROUND AND PURPOSE OF THE MICP
The purpose of the Management Incentive Compensation Plan (the "MICP") is
to encourage creativity, team work and a sense of ownership in all of the
Company's executives and senior key employees, and to reward these attributes,
both as a team player and as an individual contributor, by providing eligible
participants with incentive compensation related to the achievement of the
Company's annual performance goals. For the last several years, the MICP has
provided for the payment of cash bonuses each year based on the achievement of
defined annual financial and strategic goals. In February 1996, the Board of
Directors adopted an amendment to the MICP, subject to stockholder approval,
that will provide the Compensation Committee with the flexibility of making
payments in excess of 100% of the target goal in restricted stock, rather than
cash, to certain MICP participants. The Company is therefore submitting the
MICP, as amended, to the stockholders for their approval at the Annual Meeting.
The following description of the MICP, as amended, is intended merely as a
summary of the principal features of the MICP.
ELIGIBILITY FOR PARTICIPATION
Employees (including any directors who are also employees) of the Company
holding positions of major responsibility are eligible to participate in the
MICP. Participation in the MICP by eligible employees is not automatic but is
determined based upon recommendation of the Chief Executive Officer and approval
by the Compensation Committee. The MICP presently has a two-tier structure. On
April 1, 1996, there were
12
<PAGE>
approximately 4 persons considered eligible to participate in the first tier of
the MICP and approximately 56 persons considered eligible to participate in the
second tier of the MICP.
PERFORMANCE GOALS AND TARGET AWARDS
At the beginning of each year, the Compensation Committee grants target
awards payable in cash and, in certain circumstances, in stock which, in
general, are expressed as a percentage of a participant's salary at the
beginning of the performance period. At higher levels of responsibility, the
target award will represent a greater portion of total compensation. The goals
may include a target range of pretax earnings, earnings per share, return on
equity, or some other objective measurement that is consistent with long-term
stockholder goals. For the last five years, the Compensation Committee has
awarded bonuses based upon the achievement of a target range for annual pretax
earnings or a target range for annual pretax earnings as a percentage of
revenue. The Compensation Committee has determined that 1996 bonuses also will
be awarded on the basis of a target range for annual pretax earnings. The
percentage of each target award to be distributed to a participant in the first
tier of the MICP will be determined by the Compensation Committee on the basis
of the performance goals established, the related company performance levels
achieved (which may be adjusted by the Compensation Committee, in its
discretion), and the level of achievement of the participant's individual
performance in relation to the objectives established for each such participant
at the beginning of each year. Based upon the criteria established by the
Compensation Committee with respect to the first tier participants in the MICP,
the executive officers of the Company will have the authority to establish the
performance goals and determine the target award and allocation of award
payments among participants in the second tier of the MICP. Final award payments
may be less than or greater than 100% of the target award. In addition, each
year the Compensation Committee will establish a minimum level of performance
below which no award will be payable and a maximum level above which no
additional amount can be earned.
Upon determination by the Compensation Committee of final award payments,
payments will be made in cash as soon as practicable, provided, however, that
any payments in excess of 100% of the target will be deferred over a three-year
period, with one-third of the payments being made on each of the first through
third anniversaries of the date of the Compensation Committee's approval of
payment (the "Determination Date"). Payments to executives in the first tier of
the MICP in excess of 100% of the target will be paid in the form of restricted
stock, while participants in the second tier of the MICP will have the option of
electing to receive deferred payments in the form of either cash or restricted
stock. The number of shares to be issued to each participant shall be determined
based upon the fair market value of a share of the Company's Common Stock as of
the Determination Date. The restrictions on such shares will lapse as to one-
third of the shares on each of the first through third anniversaries of the
Determination Date. In the event of a participant's termination of employment,
all deferred payments, whether in the form of cash or restricted stock, that
have not been paid by the date of termination will be forfeited. Participants in
the first tier of the MICP who hold shares of Common Stock of the Company
(including restricted stock and holdings in the Company's 401(k), personal
portfolio or other sources) equal to or greater than 100% of their base salary
on the Determination Date may elect to receive deferred payments in cash rather
than restricted stock.
SHARES SUBJECT TO THE MICP
Subject to the adjustment provisions discussed below, the maximum number of
shares of Common Stock that may be issued under the MICP is 500,000 shares. Such
shares may be authorized but unissued shares of Common Stock or previously
issued but reacquired shares of Common Stock. Shares of restricted stock
forfeited under the MICP may again be subject to award under the MICP. The
closing price of the Company's Common Stock on the Nasdaq National Market on
April 1, 1996 was $8.75 per share.
CERTAIN CAPITAL CHANGES
In the event of any change in the number or class of shares of Common Stock
outstanding by reason of a stock dividend, stock split, subdivision or
combination of shares, the number and class of shares of Common Stock subject to
the MICP will be proportionately adjusted. In the event of the liquidation,
dissolution or reorganization of the Company, a merger or consolidation in which
the Company is not the surviving entity or in which the outstanding
13
<PAGE>
shares of Common Stock are converted into cash, securities or other property, or
another event occurs that constitutes a change of control, or if the
Compensation Committee so determines, in its discretion, all restrictions on
shares of restricted stock held by participants under the MICP shall lapse
immediately prior to the occurrence of such event.
TERM; AMENDMENTS
The Board may terminate the MICP and may make modifications and amendments
to the MICP, but the Board may not, without further approval by the holders of a
majority of the outstanding shares present and entitled to vote on such issues,
(a) change the number of shares that may be awarded under the MICP in the
aggregate (except as provided under the adjustment provisions described above);
or (b) make any other material amendment to the MICP, provided that no
stockholder approval will be required if Rule 16b-3, or any successor provision
promulgated pursuant to Section 16 of the Securities Exchange Act of 1934 does
not require stockholder approval.
APPROVAL BY STOCKHOLDERS
The approval of the adoption of the Management Incentive Compensation Plan
requires a majority of the votes cast thereon. If the proposal to approve the
Management Incentive Compensation Plan in the form submitted to the stockholders
is not approved, then the Board shall amend the Management Incentive
Compensation Plan to provide that all payments under the plan shall be made in
cash.
14
<PAGE>
NEW PLAN BENEFITS
The following table sets forth the number of shares that would have become
issuable under the MICP in respect of 1995 performance targets if the MICP, as
amended, had been in effect during 1995:
<TABLE>
<CAPTION>
MICP DOLLAR
NAME AND POSITION/(1)/ NUMBER OF SHARES VALUE($)/(2)/
- ---------------------- ---------------- -------------
<S> <C> <C>
Edward R. Anderson 15,180 $117,645
President and Chief Executive Officer
Daniel F. Brown
Executive Vice President, Sales 10,906 84,525
Robert J. Boutin
Senior Vice President, Finance
and Chief Financial Officer 5,342 41,400
Executive Officers as a Group 31,428 243,570
Non-Executive Officer Employees as a Group 2,493 19,320
</TABLE>
(1) Mr. Dixon has been excluded from the table since he is no longer eligible
to participate in the Company's MICP. Non-Employee Directors and Director
Nominees also have been excluded from the table since they are not eligible
to participate in the MICP.
(2) The dollar value is calculated based upon a per share price of $7.625, the
average of the high and low prices of a share of the Company's Common Stock
as reported on the Nasdaq National Market on February 12, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
Since 1987, the Company has retained KPMG Peat Marwick LLP as its
independent public accountants, and it intends to retain KPMG Peat Marwick LLP
for the current year ending December 31, 1996. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Annual Meeting and will have an
opportunity at the meeting to make a statement if they desire to do so and will
be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities ("10% Stockholders") to file
reports of ownership and changes in ownership of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission ("SEC").
Officers, directors and 10% Stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms which they file.
Based solely on its review of the copies of such forms received by it and
written representations from certain reporting persons that no other reports
were required for those persons, the Company believes that during the period
from January 1, 1995 to December 31, 1995, all Section 16(a) filing requirements
applicable to its officers, directors and 10% Stockholders were complied with,
except for three transactions reported late on a Form 5 by Mr. Brown, one late
filing on Form 4 relating to one transaction by Mr. Johnson, and one late filing
on Form 3 by Mr. Loewenberg.
OTHER MATTERS
The Company is not aware of any other business to be presented at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, however, the enclosed Proxy confers discretionary authority with
respect thereto.
The Company's Annual Report for 1995, including financial statements and
other information with respect to the Company and its subsidiaries, is being
mailed simultaneously to the stockholders but is not to be regarded as proxy
solicitation material.
15
<PAGE>
Dated: April 12, 1996
16
<PAGE>
PROXY
COMPUCOM SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby constitute and appoint Edward R. Anderson and Robert J. Boutin, and
each of them, my true and lawful agents and proxies with full power of
substitution in each, to vote all shares held of record by me as specified on
the reverse side and, in their discretion, on all other matters which may
properly come before the 1996 Annual Meeting of Stockholders of CompuCom
Systems, Inc. to be held on May 21, 1996, and at any adjournments thereof.
THIS 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 ALL NOMINEES TO THE BOARD OF DIRECTORS, FOR THE MANAGEMENT INCENTIVE
COMPENSATION PLAN, AND AS THE PROXIES MAY DETERMINE, IN THEIR DISCRETION, WITH
REGARD TO ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
PLEASE MARK, SIGN AND DATE THE PROXY CARD ON THE REVERSE SIDE
AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
.FOLD AND DETACH HERE.
<PAGE>
Please mark [_]
your votes as
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR [_] WITHHELD [_]
Nominees: FOR ALL
Charles A. Root Delbert W. Johnson TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WHILE VOTING FOR
Edward R. Anderson John D. Loewenberg THE REMAINDER, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST.
Daniel F. Brown Ira M. Lubert
James W. Dixon Warren V. Musser
Michael J. Emmi Edward N. Patrone
Richard F. Ford
2. MANAGEMENT INCENTIVE COMPENSATION PLAN FOR [_] WITHHELD [_] ABSTAIN [_]
</TABLE>
SIGNATURE(S)__________________________________ DATE: _____________________
THIS PROXY MUST BE SIGNED EXACTLY AS NAME APPEARS HEREIN. Joint tenants must
both sign. When signing as attorney, executor, administrator, trustee or
guardian, or for a corporation or partnership, please give full title.
*FOLD AND DETACH HERE*
Your Proxy vote is important, regardless of the number of shares you own.
Whether or not you plan to attend the meeting in person, please complete,
date and sign the above Proxy card and return it without delay in the
enclosed envelope.
CompuCom logo
