SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant X
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.12a-11(c) or Sec. 240.12a-12
STRATEGIC DISTRIBUTION, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/X/ Fee paid with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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STRATEGIC DISTRIBUTION, INC.
12136 WEST BAYAUD, SUITE 320
LAKEWOOD, COLORADO 80228
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NOTICE & PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1996
To Strategic Distribution Shareholders:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Strategic
Distribution, Inc. ("SDI" or the "Company"), a Delaware corporation, will be
held on May 24, 1996, at 9:00 a.m., local time, at the Greenwich Harbor Inn, 500
Steamboat Road, Greenwich, Connecticut, for the following purposes, as more
fully described in the accompanying Proxy Statement:
1. To elect eight (8) directors to serve for the ensuing year and until
their successors are elected ("Proposal I");
2. To amend the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (a) to include provisions relating to the
advance payment by the Company of expenses incurred by a director, officer,
employee or agent of the Company in defending an action, suit or proceeding
and (b) to provide that no subsequent amendment or repeal of the Certificate
of Incorporation shall eliminate or reduce the right of any such director,
officer, employee or agent to indemnification in respect of any matter
occurring before such amendment or repeal ("Proposal II");
3. To amend the Company's 1990 Incentive Stock Option Plan to make
non-employee consultants and advisers to the Company eligible to receive
grants of options ("Proposal III");
4. To approve the Company's Executive Compensation Plan ("Proposal IV");
5. To approve the Company's 1996 Non-Employee Director Stock Plan
("Proposal V");
6. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of SDI for the fiscal year ending December 31, 1996 ("Proposal
VI"); and
7. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 17, 1996 are
entitled to receive notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are encouraged to
complete, date, sign and mail the enclosed proxy card as promptly as possible in
the envelope provided. Shareholders attending the meeting may vote in person
even if they have returned a proxy.
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THE BOARD OF DIRECTORS BELIEVES THE PROPOSED ACTIONS ARE IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE NOMINEES AS DIRECTORS AND FOR PROPOSALS II, III, IV, V AND VI.
By order of the Board of Directors
/s/ Andrew M. Bursky
Andrew M. Bursky
Chairman of the Board
April 24, 1996
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IMPORTANT: PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT
THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO
SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
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STRATEGIC DISTRIBUTION, INC.
12136 WEST BAYAUD, SUITE 320
LAKEWOOD, COLORADO 80228
PHONE: (303) 234-1419
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PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Strategic Distribution, Inc. ("SDI" or the
"Company"), for use at the annual meeting of shareholders to be held on May 24,
1996 at the Greenwich Harbor Inn, 500 Steamboat Road, Greenwich, Connecticut,
and at any adjournment or postponement thereof (the "Meeting"). The Company's
1995 Annual Report, which accompanies this Proxy Statement, is being sent, on or
about April 24, 1996, to persons who were shareholders of record on April 17,
1996.
Written communications to the Company should be sent to the Company's office
at 12136 West Bayaud, Suite 320, Lakewood, Colorado 80228. The Company can be
reached by telephone at (303) 234-1419. This Proxy Statement and a proxy card
are being mailed, on or about April 24, 1996, to shareholders entitled to vote
at the Meeting.
MATTERS TO BE CONSIDERED AT THE MEETING
At the Meeting, the holders of shares of Common Stock, par value $.10 per
share (the "Common Stock"), of the Company will be asked to consider and vote
upon six proposals described in this Proxy Statement and on any other matters
properly brought before the Meeting.
The following is a brief summary of the six proposals. The summary is not
intended to be a complete statement of all material features of the proposals
and is qualified in its entirety by the more detailed information contained
elsewhere in this Proxy Statement.
THE MEMBERS OF THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE IN FAVOR
OF (I) THE NOMINEES AS DIRECTORS, (II) THE AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION (THE "CERTIFICATE OF INCORPORATION") THAT (A)
RELATES TO THE ADVANCE PAYMENT BY THE COMPANY OF EXPENSES INCURRED BY A
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE COMPANY IN DEFENDING AN ACTION, SUIT
OR PROCEEDING AND (B) PROVIDES THAT NO SUBSEQUENT AMENDMENT OR REPEAL OF THE
CERTIFICATE OF INCORPORATION SHALL ELIMINATE OR REDUCE THE RIGHT OF ANY SUCH
DIRECTOR, OFFICER, EMPLOYEE OR AGENT TO INDEMNIFICATION IN RESPECT OF ANY MATTER
OCCURRING BEFORE SUCH AMENDMENT OR REPEAL, (III) AMENDING THE COMPANY'S 1990
INCENTIVE STOCK OPTION PLAN TO MAKE NON-EMPLOYEE CONSULTANTS AND ADVISERS TO THE
COMPANY ELIGIBLE TO RECEIVE GRANTS OF OPTIONS, (IV) THE ADOPTION OF THE
COMPANY'S EXECUTIVE COMPENSATION PLAN, (V) THE ADOPTION OF THE COMPANY'S 1996
NON-EMPLOYEE DIRECTOR STOCK PLAN AND (VI) THE RATIFICATION OF THE APPOINTMENT OF
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
PROPOSAL I
Proposal I concerns the election of a board of eight (8) directors, all of
whom are currently serving as members of the Board of Directors.
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PROPOSAL II
Proposal II concerns amending the Certificate of Incorporation (a) to
include provisions relating to the advance payment by the Company of expenses
incurred by a director, officer, employee or agent of the Company in defending
an action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director, officer, employee or agent to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company and (b) to provide that no subsequent amendment or repeal of the
Certificate of Incorporation shall eliminate or reduce the right of any such
director, officer, employee or agent to indemnification in respect of any matter
occurring before such amendment or repeal. The full text of the proposed
amendment to the Certificate of Incorporation is attached hereto as Exhibit A.
PROPOSAL III
Proposal III concerns amending the Company's 1990 Incentive Stock Option
Plan to make non-employee consultants and advisers to the Company eligible to
receive grants of options.
PROPOSAL IV
Proposal IV concerns approving the Company's Executive Compensation Plan.
PROPOSAL V
Proposal V concerns approving the Company's 1996 Non-Employee Director Stock
Plan.
PROPOSAL VI
Proposal VI concerns the ratification of the appointment of KPMG Peat
Marwick LLP, Certified Public Accountants, as the Company's independent auditors
for the fiscal year ending December 31, 1996.
VOTING AT THE MEETING
The Board of Directors has fixed the close of business on April 17, 1996 as
the record date for the Meeting, and only holders of record of the Common Stock
at the close of business on that date are entitled to notice of, and to vote at,
the Meeting. On that date, there were outstanding and entitled to vote
21,779,550 shares of the Common Stock, held by approximately 1,500 holders of
record.
Proxies will be voted at the Meeting, or at any adjournment thereof, at
which a quorum is present, in accordance with the directions on the proxy card.
The holders of a majority of the Common Stock outstanding and entitled to vote
who are present either in person or represented by proxy will constitute a
quorum for the Meeting. In accordance with Delaware law, abstentions and broker
nonvotes will be treated as present for purposes of determining the presence or
absence of a quorum.
The election of the Board of Directors requires the affirmative vote of a
plurality of the shares of the Common Stock present and voting at the Meeting.
"Plurality" means that the individuals who receive the largest number of votes
cast "for" are elected as directors up to the maximum number of directors to be
chosen at the Meeting. The approval of Proposal II requires the affirmative vote
of a majority of the outstanding shares of the Common Stock entitled to vote.
The approval of each of Proposals III, IV and V requires the affirmative vote of
a majority of the shares of the Common Stock present, in person or by proxy, and
entitled to vote at the Meeting.
Any shares not voted "for" a particular director (whether as a result of a
direction to withhold or a broker nonvote) will not be counted in such
director's favor. Abstentions will be included in the vote
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totals and, therefore, will have the same effect as a vote against Proposals
III, IV and V. Broker nonvotes will not be included in the vote totals and,
therefore, will have no effect on the outcome of the vote for Proposals III, IV
and V. Because the approval of Proposal II requires the affirmative vote of a
majority of the outstanding shares of the Common Stock entitled to vote, both
abstentions and broker nonvotes will have the same effect as a vote against
Proposal II. A broker nonvote is a proxy submitted by a broker in which the
broker fails to vote on behalf of a client on a particular matter for lack of
instruction when such instruction is required.
William R. Berkley currently owns approximately 38.31% of the outstanding
shares of the Common Stock and has advised the Company that he intends to vote
such shares in favor of each of the proposals described herein.
PROXIES
If the enclosed proxy is properly executed and returned in time for the
Meeting, the shares of stock represented thereby will be voted in accordance
with the instructions given thereon. If no instructions are given, such shares
will be voted "for" each nominee as director and "for" Proposals II, III, IV, V
and VI. Proxies will extend to, and be voted at, any adjournment of the Meeting.
The Board of Directors does not intend to bring before the Meeting any
business other than as set forth in this Proxy Statement and has not been
informed that any other business is to be presented at the Meeting. However,
should any other matter properly come before the Meeting, the proxies confer
discretionary authority with respect to acting thereon and it is the intention
of the persons named as proxies in the accompanying proxy or their duly
authorized and constituted substitutes to vote or act thereon in accordance with
their best judgment.
Any shareholder who has executed and returned a proxy and who for any reason
desires to revoke such proxy may do so at any time before the proxy is exercised
by giving written notice to the Secretary of the Company at the above address,
by voting the shares represented by such proxy in person at the Meeting or by
giving a later dated proxy at any time before the voting. Attendance at the
Meeting will not, by itself, revoke a proxy.
EXPENSES OF SOLICITATION
The costs of the solicitation of proxies will be borne by the Company. Such
costs include preparing, printing and mailing the Notice of Annual Meeting of
Shareholders, this Proxy Statement and the enclosed proxy and the reimbursement
of brokerage firms and others for reasonable expenses incurred by them in
connection with the forwarding of proxy solicitation materials to beneficial
owners. The solicitation of proxies will be conducted primarily by mail, but may
include telephone, telegraph or oral communications by directors, officers or
regular employees of the Company acting without special compensation.
DESCRIPTION OF OUTSTANDING CAPITAL STOCK
The Common Stock is the only class of capital stock of the Company
outstanding and entitled to vote. As of April 17, 1996 there were issued and
outstanding 21,779,550 shares of the Common Stock. In addition, as of April 17,
1996, (i) Warrants to purchase 38,625 shares of the Common Stock for $1.46 per
share, which Warrants expire in 1999, remained outstanding, (ii) options issued
under the Company's 1990 Incentive Stock Option Plan to purchase a total of
1,106,700 shares of the Common Stock remained outstanding and (iii) options
issued pursuant to certain Stock Option Agreements to purchase 1,036,708 shares
of the Common Stock remained outstanding.
Each share of the Common Stock is entitled to one vote.
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ELECTION OF DIRECTORS
(PROPOSAL I)
INTRODUCTION
The Board of Directors unanimously recommends that shareholders vote FOR the
election as directors of the nominees referred to in this section.
The following table sets forth each nominee's name, age and the year in
which such nominee first became a director:
<TABLE>
<CAPTION>
YEAR FIRST
NAME POSITION(S) AGE BECAME DIRECTOR
- ----------------------------------- ----------------------------------- --- ---------------
<S> <C> <C> <C>
William R. Berkley................. Director of the Company 50 1994
Andrew M. Bursky................... Director of the Company and 39 1988
Chairman of the Board of Directors
Arnold W. Donald................... Director of the Company 41 1995
Catherine B. James................. Director of the Company and Chief 43 1990
Financial Officer, Executive Vice
President, Secretary and Treasurer
of the Company
George E. Krauter.................. Director of the Company 64 1994
Joshua A. Polan.................... Director of the Company 48 1988
Mitchell I. Quain.................. Director of the Company 44 1995
Theodore R. Rieple................. Director of the Company and 50 1991
President of the Company
</TABLE>
Directors are elected to serve for one year or until the next annual meeting
of shareholders.
The eight individuals set forth in the above table are all of the nominees
for election as directors at the Meeting. All of the nominees have consented to
being named as such in this Proxy Statement and have agreed to serve if elected.
If any nominee should become unavailable, the persons voting the proxies
solicited hereby may in their discretion vote for a substitute nominee. The
Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
BACKGROUND OF NOMINEES
The following is a brief account of the business experience of each of the
nominees for election as a director. Except as indicated below, there are no
family relationships or special understandings pursuant to which such persons
have been nominated as directors of the Company. None of the nominees has any
substantial interest in any matter to be acted upon.
Mr. Berkley has served as a member of the Board of Directors since May 1994.
Mr. Berkley also serves as Chairman of the Board of several companies which he
controls or founded. These include W.R. Berkley Corporation, a property and
casualty insurance company, Pioneer Companies, Inc. ("PCI"), a manufacturer and
marketer of chlorine and caustic soda and related products, and Interlaken
Capital, Inc. ("Interlaken Capital"), a private investment firm that is an
affiliate of the Company. Mr. Berkley is Vice-Chairman of the Board of Trustees
of the University of Connecticut, a Director of Georgetown University, a Trustee
of New York University and a member of the Board of Overseers of New York
University Stern School of Business.
Mr. Bursky has served as Chairman of the Board of Directors since July 1988.
He was President of the Company from November 1989 until December 1990. He has
served as an executive officer of
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Interlaken Capital since May 1980, and currently is serving as a Managing
Director of Interlaken Capital. Mr. Bursky is a director of PCI.
Mr. Donald has served as a member of the Board of Directors since 1995. Mr.
Donald is President of Monsanto Company's Crop Protection unit, with
responsibility for Monsanto's worldwide agricultural chemicals business, and has
been associated with Monsanto in various capacities for more than the last five
years. Mr. Donald is a past president and serves on the board of The Leadership
Center of Greater St. Louis. He currently serves on the executive boards of John
Burroughs School, British-American Project, Fair St. Louis and the American Crop
Protection Association. Mr. Donald also serves on the board of the National FFA
Organization, National 4-H Council, Lindenwood College, U.S.-Russia Business
Council, Eurasia Foundation, Jackson Laboratories, Opera Theatre of St. Louis,
Carleton College and the Municipal Theatre Association of St. Louis. Mr. Donald
is a member of the advisory boards of the Junior League of St. Louis and the St.
Louis Butterfly House and serves on the National Advisory Council for Washington
University's School of Engineering.
Ms. James has served as a member of the Board of Directors since 1990. Ms.
James has served as Chief Financial Officer of the Company since February 1996,
has served as Executive Vice President of the Company since January 1989 and has
served as Secretary and Treasurer of the Company since December 1989. She was
Chief Financial Officer of the Company from January 1989 until September 1993.
Ms. James has been a Managing Director of Interlaken Capital since January 1990.
From 1982 through 1988, she was employed by Morgan Stanley & Co. Incorporated,
serving as a Managing Director in the corporate finance area during the last two
years of her tenure.
Mr. Krauter has served as a member of the Board of Directors since January
1994. Mr. Krauter is currently President of Industrial Systems Associates, Inc.
("ISA"), which was acquired by the Company in January 1994, and has served as
President of ISA since March 1971. Mr. Krauter is being nominated as a Director
in accordance with the terms of the Employment Agreement, dated January 4, 1994,
between Mr. Krauter and ISA.
Mr. Polan has served as a member of the Board of Directors since 1988. He
has served as an executive officer of Interlaken Capital since June 1988,
currently serving as a Managing Director. For more than the five years prior to
June 1988, Mr. Polan was a partner in the accounting firm of Touche Ross & Co.
Mr. Quain has served as a member of the Board of Directors since 1995. Mr.
Quain has been a Managing Director of Schroder Wertheim & Company for more than
the last five years. Mr. Quain is a director of Allied Products Corporation, a
member of the Board of Governors of the School of Engineering and Applied
Sciences at the University of Pennsylvania where he also serves on the
President's Council, and a member of the Board of Trustees and the executive
committee of St. Luke's Academy, a college preparatory school in New Canaan,
Connecticut.
Mr. Rieple has served as a member of the Board of Directors since 1991. Mr.
Rieple has served as President of the Company since December 1990. From 1984 to
November 1990, Mr. Rieple was President, Chief Executive Officer and a director
of Diversey Corp. ("Diversey Corp."), a manufacturer of specialty chemicals. In
this role, he was responsible for the United States and Canadian operations.
Mr. Bursky, Ms. James and Mr. Polan are executive officers of Idle Wild
Farm, Inc., a privately owned company that was formerly engaged in the
manufacture of frozen foods which, in October 1993, filed a Chapter 11 petition
for reorganization under Federal bankruptcy laws. Mr. Bursky is an executive
officer of Blue Lustre Products, Inc., a privately owned company which is
engaged in the sale and leasing of carpet cleaning equipment and other carpet
cleaning products which, in October 1995, filed a Chapter 11 petition for
reorganization under Federal bankruptcy laws.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES AS DIRECTORS.
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PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
TO SUPPLEMENT INDEMNIFICATION PROVISIONS
(PROPOSAL II)
GENERAL
The Board of Directors unanimously recommends that shareholders vote for
this Proposal II, which would approve the proposed amendment of the Certificate
of Incorporation (a) to include provisions relating to the advance payment by
the Company of expenses incurred by a director, officer, employee or agent of
the Company in defending an action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company and (b) to provide that no subsequent
amendment or repeal of the Certificate of Incorporation shall eliminate or
reduce the right of any such director, officer, employee or agent to
indemnification in respect of any matter occurring before such amendment or
repeal. The full text of the proposed amendment to the Certificate of
Incorporation is attached hereto as Exhibit A.
DELAWARE CORPORATE STATUTE
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") permits a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of the DGCL
provides that a person may not be indemnified in connection with an action or
suit by or in the right of the corporation to procure a judgment in its favor in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that a court of
competent jurisdiction determines that the person is entitled to indemnity for
such expenses as the court deems proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
145(a) or 145(b) of the DGCL, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
Section 145(e) of the DGCL provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
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EFFECTS OF THE PROPOSED CHANGES
As currently in effect, the Certificate of Incorporation provides
indemnification to directors, officers, employees or agents to the fullest
extent permitted by Section 145 of the DGCL. This provision of the Certificate
of Incorporation, however, does not require the Company to advance expenses
incurred by officers, directors, employees and agents. As a consequence, the
Board of Directors believes it to be desirable to include a provision in the
Certificate of Incorporation providing that expenses shall be advanced to a
director or officer of the Company and may be advanced to a trustee, employee or
agent of the Company, in each case upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Company as
authorized in the Certificate of Incorporation.
The second part of Proposal II addresses the concern of directors, officers,
employees and agents of the Company that a subsequent amendment or repeal of the
Certificate of Incorporation should not adversely affect their right to
indemnification in respect of any matter occurring before such amendment or
repeal. Due to the expense of defending lawsuits, the frequency with which
unwarranted litigation is brought against such persons and the inevitable
uncertainties with respect to the application of the business judgment rule to
particular facts and circumstances, adequate indemnity provisions are often a
condition of an individual's willingness to serve as a director, officer,
employee or agent of a Delaware corporation. The Board of Directors considers it
to be in the best interests of the Company and its shareholders to provide
assurance to such persons that no amendment or repeal of the Certificate of
Incorporation could have an adverse effect on any such person's right to
indemnification in respect of matters occurring before such amendment or repeal.
The Board of Directors believes that the Company should take every possible
step to ensure that the Company will continue to be able to attract the best
possible directors, officers, employees and agents. The primary purpose of
Proposal II is to supplement the existing provisions in the Certificate of
Incorporation to ensure that the Company will continue to be able to attract
individuals of the highest quality and ability to serve as its directors,
officers, employees and agents.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL II.
PROPOSED AMENDMENT TO THE
COMPANY'S 1990 INCENTIVE STOCK OPTION PLAN
(PROPOSAL III)
The Board of Directors unanimously recommends that shareholders vote to
approve an amendment to the Company's 1990 Incentive Stock Option Plan (the
"1990 Stock Option Plan") which would allow the Company to grant options to
non-employee consultants and advisers selected by the Stock Option and
Compensation Committee of the Board of Directors (the "Committee"). The 1990
Stock Option Plan currently allows for option grants to directors, officers and
key employees of the Company and its subsidiaries. The amendment would expand
the eligible group to include consultants and advisers, including employees of
Interlaken Capital who, in their capacity as employees of Interlaken Capital,
act as advisers to the Company. The Board of Directors believes that the
proposed amendment to the 1990 Stock Option Plan will be of material benefit to
the Company and will enable the Company to retain and motivate key consultants
and advisers selected by the Committee.
The following is a summary of the provisions of the 1990 Stock Option Plan:
The 1990 Stock Option Plan is administered by the Committee. The Committee
has full authority, subject to the terms of the 1990 Stock Option Plan, to make
all determinations thereunder. An aggregate of 2,060,000 shares of the Common
Stock are reserved for issuance under the 1990 Stock Option Plan.
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The Committee may grant incentive stock options under the 1990 Stock Option
Plan and options which do not qualify as incentive stock options ("non-qualified
stock options"); provided that no director of the Company shall be eligible to
receive incentive stock options. Subject to the provisions of the 1990 Stock
Option Plan, the Committee shall have sole authority, in its absolute
discretion; (a) to determine which of the eligible participants shall be granted
options; (b) to authorize the granting of both incentive stock options and
non-qualified stock options; (c) to determine the times when options shall be
granted and the number of shares to be subject to options; (d) to determine the
option price of the shares subject to each option, which price shall be not less
than the minimum specified in the 1990 Stock Option Plan; (e) to determine the
time or times when each option becomes exercisable, the duration of the exercise
period and any other restrictions on the exercise of options granted under the
1990 Stock Option Plan; (f) to prescribe the form or forms of the option
agreements under the 1990 Stock Option Plan (which forms shall be consistent
with the terms of the 1990 Stock Option Plan but need not be identical and may
contain such terms as the Committee may deem appropriate to carry out the
purposes of the 1990 Stock Option Plan); (g) to adopt, amend and rescind such
rules and regulations as, in the Committee's opinion, may be advisable in the
administration of the 1990 Stock Option Plan; and (h) to construe and interpret
the 1990 Stock Option Plan, the rules and regulations and option agreements
under the 1990 Stock Option Plan and to make all other determinations deemed
necessary or advisable for the administration of the 1990 Stock Option Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all optionees.
The option price of each option granted under the 1990 Stock Option Plan
shall be determined by the Committee; provided, however, that in the case of
each incentive stock option granted under the 1990 Stock Option Plan, the option
price shall not be less than the fair market value of the Common Stock at the
time the option was granted. In no event shall the option price of any option be
less than the par value per share on the date an option is granted. On April 17,
1996, the fair market value of the Common Stock was $5.94 per share.
The 1990 Stock Option Plan provides that, if the Common Stock is quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the fair market value shall be deemed to be the mean between the
last quoted bid and asked prices on NASDAQ on the date immediately preceding the
date on which the option is granted, or if not quoted that day, then on the last
preceding date on which such stock is quoted. If the Common Stock is listed on
one or more national securities exchanges, the fair market value shall be deemed
to be the mean between the highest and the lowest sale prices reported on the
principal national securities exchange on which such stock is listed and traded
on the date immediately preceding the date on which the option is granted, or,
if there is no such sale on that date, then on the last preceding date on which
such a sale was reported. If the Common Stock is not quoted on NASDAQ or listed
on an exchange, or representative quotes are not otherwise available, the fair
market value of the Common Stock shall mean the amount determined by the
Committee to be the fair market value based upon a good faith attempt to value
the Common Stock accurately and computed in accordance with applicable
regulations of the Internal Revenue Service.
The purchase price of an option is to be paid in cash, or if authorized by
the Committee, in shares of the Common Stock or a combination of cash and
shares.
The term of each option shall be fixed by the Committee, provided that no
option will be exercisable later than ten years from the date of grant of the
option, and options will be exercisable in such number of shares and at such
time or times, including in periodic installments, as may be determined by the
Committee at the time of grant.
The 1990 Stock Option Plan generally provides that options granted
thereunder are not transferable except by will or by the laws of descent and
distribution. In addition, options granted under the 1990 Stock Option Plan may
provide that, if the employment of an optionee terminates other than by reason
of death, disability or for cause, such options shall remain exercisable for a
period of up to three months. Options granted under the 1990 Stock Option Plan
may also provide that if the employment of an
8
<PAGE>
optionee shall terminate by reason of death or disability, such options shall
remain exercisable by the optionee (or the person or persons to whom such
options pass by will or the applicable laws of descent and distribution) for a
period of up to one year. Options granted under the 1990 Stock Option Plan may
also provide that such options shall terminate immediately upon the termination
of the employment of the optionee for cause. Notwithstanding the foregoing, in
no event is an option exercisable after the termination date specified in the
option.
The number, kind and price of the shares of the Common Stock subject to each
outstanding option and the number of shares reserved for issuance pursuant to
options granted under the 1990 Stock Option Plan shall be appropriately adjusted
in the event of stock splits, stock dividends or other changes in the Company's
outstanding securities. If the Company shall be the surviving corporation in any
merger or reorganization or other business combination, any option shall cover
the securities or other property to which a holder of the number of shares of
the Common Stock covered by the unexercised portion of the option would have
been entitled pursuant to the terms of the merger. Upon any merger or
reorganization or other business combination in which the Company shall not be
the surviving corporation, or a dissolution or liquidation of the Company, or a
sale of all or substantially all of its assets, all outstanding options shall
terminate, subject to the right of the surviving or resulting corporation to
grant substitute options to purchase its shares on such terms and conditions as
it shall deem appropriate. Such adjustments shall be determined by the Committee
in its sole discretion. Any such adjustment may provide for the elimination of
any fractional share which might otherwise become subject to an option.
The 1990 Stock Option Plan will terminate on the tenth anniversary of the
date the 1990 Stock Option Plan was adopted by the Board of Directors. The Board
of Directors may terminate or amend the 1990 Stock Option Plan provided that no
amendment without shareholder approval shall increase the number of shares as to
which options may be granted or change the class of employees eligible to
receive options under the 1990 Stock Option Plan.
At present, approximately six directors, nine officers and 690 other key
employees are eligible to receive options under the 1990 Stock Option Plan.
Subject to approval of the proposed amendment, the Committee granted options to
purchase 1,236 shares of the Common Stock to each of the following advisers to
the Company: William L. Mahone, Charles J. Martin and Martin B. O'Connell.
Messrs. Mahone and O'Connell are employees of Interlaken Capital. Mr. Martin was
an employee of Interlaken Capital at the time the options were granted, and is
now an employee of the Company. The options were granted on November 16, 1995 at
an exercise price of $5.94 per share, which was the fair market value of the
Common Stock on the date of grant. These option grants will be null and void if
the Company's shareholders do not approve the proposed amendment.
The following is a general summary of the Company's understanding of the
federal income tax consequences of the 1990 Stock Option Plan.
INCENTIVE STOCK OPTIONS
No taxable income is realized by the optionee upon the grant or exercise of
an incentive stock option. If the Common Stock is issued to an optionee pursuant
to the exercise of an incentive stock option, and if no disqualifying
disposition of such shares is made by such optionee within two years after the
date of grant or within one year after the transfer of such shares to such
optionee, then (1) upon sale of such shares, any amount realized in excess of
the option price will be taxed to such optionee as a long-term capital gain and
any loss sustained will be a long-term capital loss, and (2) no deduction will
be allowed to the optionee's employer for federal income tax purposes.
If the Common Stock acquired upon the exercise of an incentive stock option
is disposed of prior to the expiration of either holding period described above,
generally (1) the optionee will realize ordinary income in the year of
disposition in an amount equal to the excess (if any) of the fair market value
of such shares at exercise (or, if less, the amount realized on the disposition
of such shares) and (2) the
9
<PAGE>
optionee's employer will be entitled to deduct such amount for federal income
tax purposes if the amount represents an ordinary and necessary business
expense. Any further gain (or loss) realized by the optionee will be taxed as
short-term or long-term capital gain (or loss), as the case may be, and will not
result in any deduction by the employer.
Subject to certain exceptions for disability or death, if an incentive stock
option is exercised more than three months following termination of employment,
the exercise of the option will generally be taxed as the exercise of a
non-qualified stock option.
For purposes of determining whether an optionee is subject to any
alternative minimum tax liability, an optionee who exercises an incentive stock
option generally would be required to increase his or her alternative minimum
taxable income, and compute the tax basis in the stock so acquired, in the same
manner as if the optionee had exercised a non-qualified stock option. Each
optionee is potentially subject to the alternative minimum tax. In substance, a
taxpayer is required to pay the higher of his/her alternative minimum tax
liability or his/her "regular" income tax liability. As a result, a taxpayer has
to determine his/her potential liability under the alternative minimum tax.
NON-QUALIFIED STOCK OPTIONS
With respect to non-qualified stock options: (a) no income is realized by
the optionee at the time the option is granted; (b) generally, at exercise,
ordinary income is realized by the optionee in an amount equal to the difference
between the option price paid for the shares and the fair market value of the
shares, if unrestricted, on the date of exercise, and the optionee's employer is
generally entitled to a tax deduction in the same amount subject to applicable
tax withholding requirements; and (c) at sale, appreciation (or depreciation)
after the date of exercise is treated as either short-term or long-term capital
gain (or loss) depending on how long the shares have been held.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL III.
APPROVAL OF THE COMPANY'S
EXECUTIVE COMPENSATION PLAN
(PROPOSAL IV)
The Board of Directors unanimously recommends that shareholders vote to
approve the adoption of the Company's Executive Compensation Plan (the
"Executive Plan"). The Board of Directors has adopted the Executive Plan in
order to provide the Company with the means to give management employees
additional long-term incentives to maximize the equity value of the Company.
All management employees of the Company and its subsidiaries are eligible to
participate in the Executive Plan. At present, this group includes approximately
eight officers and approximately seven other key employees. Participants are
selected for participation by the Committee. The Committee has full power to
administer and interpret the Executive Plan.
Under the Executive Plan, the Committee annually will approve performance
goals and create "bonus pools" for the Company and each participating
subsidiary. The Committee will also establish formulas and criteria for
calculating bonus awards for each participant based on the achievement of
performance goals and such other criteria as the Committee may designate.
Payment of bonus awards may be made in cash or in shares of the Common
Stock, as determined by the Committee. The cash portion of any bonus award will
be vested upon payment. The portion of any bonus award payable in the Common
Stock may be deferred and subject to vesting conditions, or issued as restricted
stock. An aggregate of 500,000 shares of the Common Stock are reserved for
issuance under the Executive Plan.
10
<PAGE>
The Committee may amend the Executive Plan at any time, except that it may
not increase the total number of shares of the Common Stock which may be issued
under the Executive Plan without shareholder approval.
The Committee has the right to impose conditions and restrictions on awards
made under the Executive Plan as it deems appropriate. Without limitation, the
Committee may provide that bonus awards will be made only to eligible persons
who have entered into appropriate agreements relating to non-competition,
non-solicitation of customers and/or employees, and protection of confidential
information. Such agreements may provide that participants who violate these
restrictions will be required to repay the Company the value of all or a portion
of any awards previously paid to the participant under the Executive Plan.
As of the date of this Proxy Statement, the Committee had not established
performance goals or bonus pools for the Company or any subsidiary, and had not
granted any bonus awards to eligible participants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL IV.
APPROVAL OF THE COMPANY'S
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
(PROPOSAL V)
The Board of Directors unanimously recommends that shareholders vote to
approve the adoption of the Company's 1996 Non-Employee Director Stock Plan (the
"Director Plan"). The purpose of the Director Plan is to align the interests of
the non-employee members of the Board of Directors ("Non-Employee Directors")
with those of the Company's shareholders by promoting their ownership of the
Common Stock.
Under the Director Plan, the Company's Non-Employee Directors will receive
their retainer fee for each calendar year in shares of the Common Stock. The
number of shares to be granted each year will be equal to the annual retainer
fee divided by the fair market value of a share of the Common Stock on the last
day of such year. The amount of the annual retainer fee will be set periodically
by the full Board of Directors. These shares of the Common Stock will be granted
to Non-Employee Directors in lieu of cash retainer fees.
In addition, if the Director Plan is approved by the Company's shareholders,
each person who is a Non-Employee Director immediately following the Meeting
shall be granted, not later than June 30, 1996, a number of shares of the Common
Stock determined by dividing (1) $20,000 by (2) the fair market value of a share
of the Common Stock on May 31, 1996. These shares will be granted to Non-
Employee Directors in addition to any cash retainer fees they received for
services rendered during 1995.
At present, six persons are eligible to participate in the Director Plan
(including Mr. Bursky and Ms. James).
The Board of Directors may at any time amend or terminate the Director Plan,
provided that (1) the Board may not increase the maximum number of shares of the
Common Stock that may be issued under the Director Plan without the approval of
shareholders and (2) the provisions of the Director Plan relating to the amount,
pricing and timing of grants may not be amended more than once in any six month
period except to comply with certain regulatory changes. An aggregate of 150,000
shares of the Common Stock are presently reserved for issuance under the
Director Plan.
The Director Plan is intended to qualify as a "formula plan" for purposes of
Rule 16b-3 under the Securities Exchange Act of 1934.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL V.
11
<PAGE>
APPROVAL OF INDEPENDENT AUDITORS
(PROPOSAL VI)
KPMG Peat Marwick LLP has been appointed by the Board of Directors as
independent certified public accountants to audit the financial statements of
the Company for the fiscal year ending December 31, 1996. The Board of Directors
is submitting this matter to a vote of shareholders in order to ascertain their
views. If the appointment of KPMG Peat Marwick LLP is not ratified at the
Meeting, the Board of Directors will reconsider its action and will appoint
auditors for the 1996 fiscal year without further shareholder action. Further,
even if the appointment of auditors is ratified by shareholder action, the Board
of Directors may at any time in the future in its discretion reconsider the
appointment of auditors without submitting the matter to a vote of shareholders.
The Company's audit for fiscal 1995 was conducted by KPMG Peat Marwick LLP.
A representative of KPMG Peat Marwick LLP is expected to attend the Meeting
and will have the opportunity to make a statement and/or respond to appropriate
questions from shareholders present at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THIS PROPOSAL VI.
COMMITTEES AND BOARD MEETINGS
During the fiscal year ended December 31, 1995, the Board of Directors held
four meetings and acted by unanimous written consent eight times. Each of the
Directors attended more than 75% of the total number of meetings of the Board of
Directors and meetings of the Committees of which the Director was a member.
Nominees for Directors are selected by the entire Board of Directors rather
than any committee of the Board. The Board of Directors now has one standing
Stock Option and Compensation Committee, which was formed by the Board of
Directors on December 6, 1995 to replace both the Stock Option Committee and the
Compensation Committee. The Board of Directors also has a standing Audit
Committee.
The Stock Option and Compensation Committee, composed of Mr. Bursky and Mr.
Polan, administers the Company's 1990 Stock Option Plan and establishes the
level of compensation to be paid to the executive officers of the Company and
reviews the levels of compensation of senior officers of the Company's
subsidiaries. In addition, if Proposals IV and V are approved by shareholders,
the Stock Option and Compensation Committee will administer the Company's
Executive Compensation Plan and the Company's 1996 Non-Employee Director Stock
Plan. The Stock Option and Compensation Committee was formed in December 1995
and did not meet in 1995. The former Stock Option Committee held one meeting in
1995 and the former Compensation Committee held one meeting in 1995.
The Audit Committee, composed of William R. Berkley, Joshua A. Polan and
Mitchell I. Quain, all of whom are independent Directors, makes recommendations
concerning the engagement of independent public accountants, the plans and
results of the audit engagement, approves professional services provided by the
independent public accountants, considers audit and non-audit fees, and reviews
the adequacy of the Company's internal accounting controls. The Audit Committee
held one meeting in 1995.
12
<PAGE>
Beginning in May 1995, members of the Board of Directors who were not
employees of the Company received directors' fees in the amount of $1,000 for
each meeting of the Board of Directors that they attended. The Company was
obligated to reimburse its Board members for all reasonable expenses incurred in
connection with their attendance at Directors' meetings, but no Director made
any claim for reimbursement.
In the event that Proposal V is approved by the Company's shareholders, each
person who is a Non-Employee Director immediately following the Meeting shall be
granted, not later than June 30, 1996, a number of shares of the Common Stock
determined by dividing (1) $20,000, by (2) the fair market value of a share of
the Common Stock on May 31, 1996. These shares will be granted to Non-Employee
Directors in addition to the cash retainer fees they received for services
rendered during 1995.
IDENTIFICATION OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
EXECUTIVE
POSITION AND OFFICER TERM
NAME OFFICES HELD SINCE EXPIRES AGE
- ----------------------------------- ----------------------------------- ------- ------- ---
<S> <C> <C> <C> <C>
Andrew M. Bursky................... Chairman of Board of Directors 1988 1996 39
Theodore R. Rieple................. President 1990 1996 50
Catherine B. James................. Chief Financial Officer, Executive 1989 1996 43
Vice President, Secretary and
Treasurer
Charles J. Martin.................. Vice President, Controller and 1990 1996 51
Chief Accounting Officer
</TABLE>
BACKGROUND OF EXECUTIVE OFFICERS
The following is a brief account of the business experience of each of the
persons listed in the foregoing table. There are no family relationships or
special understandings pursuant to which such persons have been elected as
officers of the Company. None of the officers have any substantial interest in
any matter to be acted upon, other than the election of Directors in the case of
Mr. Bursky, Mr. Rieple and Ms. James.
Mr. Bursky has served as Chairman of the Board of Directors since July 1988.
He was President of the Company from November 1989 to December 1990. He has
served as an executive officer of Interlaken Capital since May 1980, and is
currently serving as a Managing Director of Interlaken Capital. Mr. Bursky is a
director of PCI.
Mr. Rieple has served as President of the Company since December 1990. From
1984 to November 1990, Mr. Rieple was President, Chief Executive Officer and a
director of Diversey Corp.
Ms. James has served as Chief Financial Officer of the Company since
February 1996, has served as Executive Vice President of the Company since
January 1989 and has served as Secretary and Treasurer of the Company since
December 1989. She was Chief Financial Officer of the Company from January 1989
until September 1993. Ms. James has been a Managing Director of Interlaken
Capital since January 1990. From 1982 through 1988, she was employed by Morgan
Stanley & Co. Incorporated, serving as a Managing Director in the corporate
finance area during the last two years of her tenure.
Mr. Martin has served as Vice President, Controller of the Company since
July 1990. He was employed by Interlaken Capital from August 1986 to January
1996, during the last six years of which he served as Vice President, Finance.
In this role, he was responsible for accounting and general financial
administrative functions.
13
<PAGE>
REPORT OF THE STOCK OPTION AND COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION
The Stock Option and Compensation Committee of the Board of Directors
establishes the general compensation policies of the Company and the specific
compensation level for the Company's President and the Company's Chief Financial
Officer. The Stock Option and Compensation Committee also reviews the levels of
compensation of senior officers of the Company's subsidiaries. During 1995, the
Stock Option and Compensation Committee was composed of Andrew M. Bursky,
Catherine B. James and Joshua A. Polan.
The Stock Option and Compensation Committee believes that the compensation
of the President of the Company should be heavily influenced by Company
performance, as measured by operating, financial and strategic objectives. It
further believes that Company performance should be viewed both from a
short-term and a long-term perspective. The Committee establishes the
President's salary by considering the salaries of CEO's of comparably-sized
companies and the Company's performance relative to other distribution
businesses as measured by data obtained by the Committee from publicly available
sources, including data with respect to the businesses' asset utilization,
profitability and return on invested capital. The compensation levels of senior
officers of the Company's subsidiaries are set with a view to aligning
compensation with the Company's business objectives and performance. The Company
has not entered into an employment agreement with its President or with most of
the executives employed by the Company's subsidiaries. The Stock Option and
Compensation Committee believes it is especially important, therefore, to use
compensation to enable the Company to attract and reward officers who contribute
to the Company's long-term success by demonstrated, sustained performance. To
this end, the Company relies on cash and individual bonus awards and on
equity-based compensation through the Company's 1990 Stock Option Plan. For
1995, the Committee generally sought to increase executive salaries to remain
competitive with comparable companies.
Stock options are granted to the President, and to other executives, based
on an evaluation of the executives' ability to influence the Company's long-term
growth and profitability. In the case of executives employed by subsidiaries,
the subsidiary's financial performance and potential future contributions to
overall corporate profitability are also taken into account. During 1995, the
Company's President received options to purchase 51,500 shares of the Common
Stock.
STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, Mr. Bursky, Ms. James and Mr. Polan served on the Company's
Stock Option and Compensation Committee. Mr. Bursky has served as Chairman of
the Board of Directors since 1988 and was President of the Company from November
1989 to December 1990. Ms. James has served as an executive officer of the
Company since January 1989. During 1995, Mr. Bursky served on the compensation
committee of Fine Host Corporation. William R. Berkley, the Chairman of the
Board of Fine Host Corporation, is a member of the Company's Board of Directors.
See "Transactions with Affiliates" for a description of certain transactions
between the Company and certain other companies of which Mr. Bursky, Ms. James,
Mr. Polan and Mr. Berkley are officers, directors and/or shareholders.
STOCK OPTION AND COMPENSATION COMMITTEE
Andrew M. Bursky
Joshua A. Polan
March 22, 1996
14
<PAGE>
The above report of the Stock Option and Compensation Committee shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
EXECUTIVE COMPENSATION
The following table sets forth all the cash and non-cash compensation for
each of the last three fiscal years ended December 31, 1995 awarded to or earned
by the President of the Company. No other executive officer of the Company
earned more than $100,000 in salary and bonus in any of the three fiscal years
ended December 31, 1995. Mr. Bursky and Ms. James do not receive any
compensation from the Company but are executive officers of and are compensated
by Interlaken Capital, which is party to a services agreement with the Company
pursuant to which Interlaken Capital will receive a fee of $400,000 during 1996.
See "Transactions with Affiliates."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
NUMBER OF
ANNUAL SECURITIES
NAME AND COMPENSATION AWARDS UNDERLYING
PRINCIPAL POSITION --------------------------- OPTIONS ALL OTHER
OF EXECUTIVE OFFICER YEAR SALARY BONUS GRANTED(#) COMPENSATION
- ---------------------------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Theodore R. Rieple,..................... 1995 $213,617 $40,000 51,500 $1,366(1)
President 1994 204,038 10,000 -- 1,534(1)
1993 180,000 5,000 -- 2,630(1)
</TABLE>
- ------------
(1) These amounts represent contributions to the Company's Retirement Savings
Plan.
Mr. Rieple did not receive any other annual compensation, restricted stock
awards, stock appreciation rights, long-term incentive plan payouts or other
compensation for the three fiscal years ended December 31, 1995.
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table sets forth options granted to Mr. Rieple during 1995:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS EXERCISE PRICE APPRECIATION
UNDERLYING GRANTED OR BASE FOR OPTION TERM
OPTIONS TO PRICE EXPIRATION --------------------
NAME GRANTED EMPLOYEES ($/SH) DATE 5% ($) 10% ($)
- ----------------------------------- ---------- ---------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Theodore R. Rieple................. 51,500(1) 14.8% $ 3.45 05/25/2005 $111,755 $283,250
</TABLE>
- ------------
(1) These options vest in equal installments on the first three annual
anniversaries of the date of grant.
15
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth the option exercises and the value of
in-the-money unexercised options held by Mr. Rieple at December 31, 1995:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY
FY-END(#) OPTIONS/SARS AT FY-END($)
SHARES ACQUIRED ON VALUE --------------------------- ---------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE(1)
- ---------------------- ------------------ ----------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Theodore R. Rieple.... 0 0 257,500 103,000 $1,779,325 $584,010
</TABLE>
- ------------
(1) Mr. Rieple has been granted options to purchase a total of 309,000 shares of
the Common Stock at an exercise price of $0.97 per share and 51,500 shares
of the Common Stock at an exercise price of $3.45 per share. The fiscal
year-end closing price of the Common Stock was $7.88 per share. The amounts
in these columns were calculated using the difference between the exercise
price and the fiscal year-end closing price.
COMPANY STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return on the Common Stock for
the last five years with the yearly cumulative total shareholder return of the
NASDAQ Market Index and the peer group index selected by the Company. The
comparison assumes an investment of $100 each in the Common Stock, the NASDAQ
Market Index and the peer group on December 31, 1990 with dividends reinvested
when they are paid. The companies included in the peer group are Lawson
Products, Inc., Noland Company, Premier Industrial Corporation and Arden
Industrial Products Inc. ("Arden"). The Company has added Arden to the peer
group this year in place of RB&W Corporation, which is no longer a publicly
traded company and for which information regarding shareholder returns is no
longer available to the Company. Arden is a national distributor of specialty
and standard fasteners to the industrial market. The Company has included Arden
because the Company believes that a peer group consisting of four companies as
opposed to three is a better representative sample for comparative purposes. The
Company is not included in the peer group. In the calculation of the annual
cumulative shareholder return of the peer group index, the shareholder returns
of the companies included in the peer group are weighted according to their
stock market capitalizations.
- --------------------------------------------------------------------------------
$900 -----------------------------------------------------------------
$800
$700
$600
$500
$400
$300
$200
$100
$0 -------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
---------------------------------------------------------------------------
Strategic Distribution, Inc. NASDAQ Peer Group
---------------------------------------------------------------------------
- ----------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
Strategic 100 100 100 100 500 800
NASDAQ 100 120 120 130 140 160
Peer Group 100 110 130 140 130 120
- ----------------------------------------------------------------------------
16
<PAGE>
From December 31, 1990 through December 31, 1993, there was no active market
for the Common Stock, and the Common Stock was not regularly quoted on any
national market quotation system. Therefore, the prices of the Common Stock for
1990 through 1993, as set forth in the Performance Graph, are based on (i)
prices at which the Company issued the Common Stock in private sales and (ii)
exercise prices of options to purchase the Common Stock granted by the Company
(which exercise prices were deemed to be greater than or equal to the fair
market value of the Common Stock on the date of grant). Persons controlling the
Company were among those purchasing the Common Stock in many of the private
sales. The Common Stock began trading on the Nasdaq SmallCap Market on March 16,
1994 and began trading on the Nasdaq National Market on October 6, 1994. The
price of the Common Stock on December 31, 1995, as set forth in the Performance
Graph, represents the last reported sale price of the Common Stock on the Nasdaq
National Market on December 29, 1995, the last trading date in 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 17, 1996,
concerning beneficial ownership of the Common Stock (calculated based on
21,779,550 shares outstanding) by (i) each person known by the Company to own
beneficially more than five percent of the outstanding shares of the Common
Stock, (ii) each director of the Company and each nominee to become a director,
(iii) the executive officer named in the Summary Compensation Table and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, all amounts reflected in the table represent shares the beneficial
owners of which have sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER(A) OWNERSHIP OF CLASS
- ------------- --------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Common Stock William R. Berkley 9,282,898(b) 40.86%(b)
Director
Common Stock Andrew M. Bursky 1,090,863(c) 4.91%(c)
Director, Chairman of the Board
Common Stock Arnold W. Donald 1,030 *
Director
Common Stock Catherine B. James 720,820(d) 3.29%(d)
Chief Financial Officer, Executive Vice President
and Director
Common Stock George E. Krauter 206,000 *
Director
Common Stock Joshua A. Polan 165,781 *
Director
Common Stock Mitchell I. Quain 10,000 *
Director
Common Stock Theodore R. Rieple 430,195(e) 1.95%(e)
President, Director
Common Stock The Soros Group(f) 2,472,000 11.35%
Common Stock Wellington Management Company(g) 1,288,360(h) 5.92%
Common Stock All executive officers and directors as a group (9 11,491,641(i) 49.49%(i)
persons)
</TABLE>
- ------------
* Owns less than 1% of the outstanding shares of the Common Stock.
17
<PAGE>
<TABLE>
<S> <S>
(a) The business address of William R. Berkley and all executive officers and directors of
the Company is 165 Mason Street, Greenwich, Connecticut 06830. The business addresses
of the members of the Soros Group are set forth in footnote (f) below and the business
address of Wellington Management Company is set forth in footnote (g).
(b) Includes (i) 417,182 shares of the Common Stock as to which Mr. Berkley has granted a
call option to Mr. Bursky, (ii) 19,649 shares of the Common Stock which are subject to
currently exercisable stock options held by The Berkley Family Limited Partnership, and
(iii) 919,600 shares of the Common Stock which are subject to currently exercisable
stock options held by Interlaken Investment Partners, L.P. Mr. Berkley is a general
partner of The Berkley Family Limited Partnership and is the sole owner of a company
that indirectly controls Interlaken Investment Partners, L.P.; as such, he may be
deemed to be the beneficial owner of shares of the Common Stock and/or options to
purchase the Common Stock held by those entities. The number of outstanding shares used
for calculating percent of class is 22,718,799.
(c) Includes (i) 417,182 shares of the Common Stock which Mr. Bursky may acquire from Mr.
Berkley upon exercise of a call option and (ii) 28,295 shares of the Common Stock which
are subject to currently exercisable stock options held by Mr. Bursky. The number of
outstanding shares used for calculating percent of class is 22,225,027.
(d) Includes 147,800 shares of the Common Stock which are subject to currently exercisable
stock options held by Ms. James. The number of outstanding shares used for calculating
percent of class is 21,927,350.
(e) Includes (i) 309,000 shares of the Common Stock which are subject to currently
exercisable stock options held by Mr. Rieple and (ii) 17,165 shares of the Common Stock
which are subject to stock options held by Mr. Rieple that will become exercisable
within 60 days. The number of outstanding shares used for calculating percent of class
is 22,105,715.
(f) The Soros Group is comprised of George Soros (doing business as Soros Fund Management),
Brahman Partners II, L.P., B-Y Partners, L.P., Brahman Capital Corp., Brahman Partners,
Peter A. Hochfelder, Robert J. Sobel and Mitchell A. Kuflik. The business address of
Mr. Soros is 888 Seventh Avenue, New York, New York 10106. The business address of all
other members of the Soros Group is 277 Park Avenue, 26th Floor, New York, New York
10117. Information regarding the Soros Group has been obtained by the Company from a
Schedule 13D filed by the Soros Group with the Securities and Exchange Commission on or
about January 12, 1994.
(g) The business address of Wellington Management Company is 75 State Street, Boston
Massachusetts 02109. Information regarding Wellington Management Company has been
obtained by the Company from a Schedule 13G filed by Wellington Management Company with
the Securities and Exchange Commission on or about January 31, 1996.
(h) Wellington Management Company has shared investment power over 1,288,360 shares of the
Common Stock and shared voting power over 629,160 shares of the Common Stock.
Wellington Management Company does not have sole voting power over any shares of the
Common Stock.
(i) Includes 1,442,745 shares of the Common Stock which are subject to options held by
executive officers and directors of the Company that are currently exercisable or will
become exercisable within 60 days. The number of outstanding shares used for
calculating percent of class is 23,222,295.
</TABLE>
TRANSACTIONS WITH AFFILIATES
The Company has entered into an agreement (the "Services Agreement") with
Interlaken Capital pursuant to which Interlaken Capital will provide the Company
with certain corporate and administrative services during 1996, including but
not limited to services relating to accounting and internal legal advice. Mr.
Berkley is the sole shareholder of Interlaken Capital. Messrs. Berkley and
Bursky are the sole directors of Interlaken Capital. Mr. Bursky, Ms. James and
Mr. Polan are all employees and executive officers of Interlaken Capital. The
fee to be paid by the Company pursuant to the Services Agreement is $400,000
plus expenses incurred by Interlaken Capital. Besides providing services to the
Company, Interlaken Capital provides legal, accounting and other services to
companies engaged in such businesses as fire protection, contract food services,
infants' clothing manufacturing and chemical manufacturing. Ms. James, although
not an employee of the Company, will devote her full attention to
18
<PAGE>
the Company in her capacity as Executive Vice President and Chief Financial
Officer. Mr. Bursky, also not an employee of the Company, will devote a
significant portion of his time to the Company in his capacity as Chairman.
However, the percentage of time Mr. Bursky devotes to the Company will vary, and
will depend upon the demands and growth of the Company and other business
enterprises with which he is involved. Mr. Berkley and Mr. Polan, as directors
of the Company, will devote such time as a director ordinarily devotes to his
duties as a director. The Services Agreement is effective from March 1, 1996
through December 31, 1996 unless terminated by either party on 30 days' prior
written notice. The terms of the Services Agreement were approved by the
Company's disinterested directors.
On May 12, 1995, the Company acquired all of the outstanding common stock of
American Technical Services Group, Inc. ("ATSG") in exchange for options to
purchase an aggregate of 1,036,708 shares of the Common Stock at a purchase
price of $5.82 per share. The options became exercisable in whole or in part on
November 13, 1995 and terminate on May 12, 2000. The selling stockholders of
ATSG included (i) Interlaken Investment Partners, L.P., which received options
to purchase 919,600 shares of the Common Stock, (ii) The Berkley Family Limited
Partnership, which received options to purchase 19,649 shares of the Common
Stock, (iii) Andrew M. Bursky, who received options to purchase 28,295 shares of
the Common Stock, and (iv) Catherine B. James, who received options to purchase
44,800 shares of the Common Stock. Ms. James was Chairman of ATSG and Mr. Bursky
was a director of ATSG at the time of the transaction. Mr. Berkley is the sole
owner of a company that indirectly controls Interlaken Investment Partners, L.P.
and is a general partner of The Berkley Family Limited Partnership. The Company
obtained an opinion from an independent investment bank as to the fairness of
the transaction to the Company's shareholders from a financial point of view.
The Company's SafetyMaster subsidiary currently leases space to Master
Protection Corporation ("Master Protection") in offices located in Billings,
Montana and Bismarck, North Dakota. During 1995, SafetyMaster leased space to
Master Protection under the foregoing leases for an aggregate annual rental of
approximately $15,851. It is anticipated that the Company will receive an
aggregate annual rent of $15,839 in 1996. Messrs. Berkley, Bursky and Polan and
Ms. James are shareholders of Master Protection Holdings, Inc. ("Master
Protection Holdings"), the parent of Master Protection. The Company's current
directors own, in the aggregate, approximately 78% of Master Protection
Holdings' outstanding common stock. Ms. James is the Chairman of Master
Protection Holdings and Master Protection and Messrs. Berkley, Bursky and Polan
are directors of Master Protection Holdings and Master Protection.
In accordance with the agreement pursuant to which the Company purchased its
original safety products distribution business from Master Protection in 1990,
Master Protection is the distributor of record for all products manufactured by
Ansul Fire Protection ("Ansul") and sold by SafetyMaster in those markets in
which SafetyMaster operated at the time of the purchase. Master Protection has
had a long standing relationship with Ansul and is responsible for negotiating
the terms under which SafetyMaster buys Ansul products and resolving any
distribution problems that arise between the Company and Ansul. During 1995, the
Company paid an annual commission to Master Protection of approximately $65,043
in connection with the sale of Ansul products, and it is anticipated that the
Company will continue to pay such an annual commission to Master Protection of
approximately $65,000.
The Company has issued a subordinated note due 1998 to Mr. Krauter in the
principal amount of $500,000, bearing interest at the rate of 6% per annum. The
Company issued this note on January 4, 1994 in connection with its acquisition
from Mr. Krauter of all of the issued and outstanding stock of ISA.
The Company believes that the foregoing transactions were on terms no less
favorable to the Company than those available from unaffiliated parties. In the
future, the Company will engage in transactions with affiliated parties only if
they satisfy the foregoing criteria.
19
<PAGE>
SHAREHOLDER PROPOSALS
Securities and Exchange Commission regulations permit shareholders to submit
proposals for consideration at annual meetings of shareholders. Any such
proposals for SDI's Annual Meeting of Shareholders to be held in 1997 must be
submitted to SDI on or before December 23, 1996, and must comply with applicable
regulations of the Securities and Exchange Commission in order to be included in
proxy materials relating to that meeting. Proposals should be sent to: Strategic
Distribution, Inc., c/o Theodore R. Rieple, President, 12136 West Bayaud, Suite
320, Lakewood, Colorado 80228.
MISCELLANEOUS
A copy of the Company's Annual Report for the year ended December 31, 1995,
as filed with the Securities and Exchange Commission, has been delivered free of
charge to shareholders with this solicitation. A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE TO EACH SHAREHOLDER WHO
MAILS A WRITTEN REQUEST THEREFOR TO: STRATEGIC DISTRIBUTION, INC., 12136 WEST
BAYAUD, SUITE 320, LAKEWOOD, COLORADO 80228. If requested, a copy of any exhibit
to the Company's Annual Report on Form 10-K will be furnished upon the payment
of a reasonable fee to cover the Company's expenses in reproducing and mailing
such exhibit.
-------------------
Please complete, date, sign and mail promptly the accompanying proxy in the
postage-paid envelope enclosed for your convenience. The signing of the proxy
will not prevent your attending the Meeting and voting in person.
Greenwich, Connecticut
April 24, 1996
20
<PAGE>
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
TO AMEND THE COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION
BE IT RESOLVED, that Article Eleventh of the Restated Certificate of
Incorporation of the Corporation be deleted in its entirety; and be it
FURTHER RESOLVED, that Article Ninth of the Restated Certificate of
Incorporation of the Corporation be amended so as to read in its entirety as
follows:
"NINTH: The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
employee or agent of or in any other capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director or officer of the Corporation) or may (in the case of any action,
suit or proceeding against a trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or
on behalf of the indemnified person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article.
The indemnification and other rights set forth in this Article shall not
be exclusive of any provisions with respect thereto in the by-laws or any
other contract or agreement between the Corporation and any officer,
director, employee or agent of the Corporation.
Neither the amendment nor repeal of this Article nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this
Article shall eliminate or reduce the effect of this Article in respect of
any matter occurring before such amendment, repeal or adoption of an
inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article if
such provision had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.
No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (A) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or
any amendment thereto or successor provision thereto, or (B) shall be liable
by reason that, in addition to any and all other requirements for liability,
he:
(i) shall have breached his duty of loyalty to the Corporation or its
stockholders;
A-1
<PAGE>
(ii) shall not have acted in good faith or, in failing to act, shall
not have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct
or a knowing violation of law or, in failing to act, shall have acted in
a manner involving intentional misconduct or a knowing violation of law;
or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended after
the date of the filing of this Certificate of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended."
A-2
<PAGE>
STRATEGIC DISTRIBUTION, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS, MAY 24, 1996
The undersigned stockholder(s) of Strategic Distribution, Inc. (the "Company")
hereby appoints Andrew M. Bursky, Catherine B. James and William L. Mahone
(collectively, the "Proxies"), and each or either of them, the true and lawful
agents and attorneys-in-fact for the undersigned, with power of substitution, to
attend the meeting and to vote the stock owned by or registered in the name of
the undersigned, as instructed below, at the Annual Meeting of Shareholders to
be held at the Greenwich Harbor Inn, 500 Steamboat Road, Greenwich, Connecticut
on May 24, 1996 at 9:00 a.m. local time, and at any adjournments thereof, for
the transaction of the following business:
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS
PROPOSAL I. Please indicate your vote for the election of Directors. The
nominees are William R. Berkley, Andrew M. Bursky, Arnold W.
Donald, Catherine B. James, George E. Krauter, Joshua A. Polan,
Mitchell I. Quain and Theodore R. Rieple.
Election of Directors FOR / / WITHHELD / /
For all nominees, except those entered below:
-------------------------------------------------------------------
PROPOSAL II. To approve the proposed amendment to the Restated Certificate of
Incorporation (the "Certificate of Incorporation") that (A)
relates to the advance payment by the Company of expenses incurred
by a director, officer, employee or agent of the Company in
defending an action, suit or proceeding and (B) provides that no
subsequent amendment or repeal of the Certificate of Incorporation
shall eliminate or reduce the right of any such director, officer,
employee or agent to indemnification in respect of any matter
occurring before such amendment or repeal.
FOR / / AGAINST / / ABSTAIN / /
PROPOSAL III. To approve the proposed amendment to the Company's 1990 Incentive
Stock Option Plan that makes non-employee consultants and advisers
to the Company eligible to receive grants of options.
FOR / / AGAINST / / ABSTAIN / /
PROPOSAL IV. To approve the adoption of the Company's Executive Compensation
Plan.
FOR / / AGAINST / / ABSTAIN / /
(continued on other side)
<PAGE>
PROPOSAL V. To approve the adoption of the Company's 1996 Non-Employee Director
Stock Plan.
FOR / / AGAINST / / ABSTAIN / /
PROPOSAL VI. To ratify the appointment of KPMG Peat Marwick LLP, Certified
Public Accountants, as the Company's independent auditors for the
fiscal year ending December 31, 1996.
FOR / / AGAINST / / ABSTAIN / /
WHEN PROPERLY EXECUTED, THE PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN BELOW. YOU NEED NOT MARK ANY BOXES. IF NO
SPECIFICATION IS MADE, THE PROXIES INTEND TO VOTE "FOR" EACH PROPOSAL AND IN
THEIR DISCRETION FOR ANY OTHER MATTERS COMING BEFORE THE MEETING. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders to be held on May 24, 1996 and the Proxy Statement dated April 24,
1996.
Date: ______________________________________
Signature: __________________________________
Date: ______________________________________
Signature: __________________________________
Please sign exactly as your name
appears hereon. Joint owners
should each sign. When signing as
attorney, executor, trustee or
guardian, please give full title
as such.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
