<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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.240.14a-11(c) or sec.240.14a-12
</TABLE>
RUSS BERRIE AND COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
March 15, 1995
Dear Shareholder:
It is my pleasure, on behalf of your Board of Directors, to extend to you a
cordial invitation to attend our Annual Meeting of Shareholders which will be
held at the Sheraton International Crossroads Hotel, One International
Boulevard, Route 17 North, Mahwah, New Jersey, at 2:00 P.M. on Tuesday, April
25, 1995.
At the meeting, shareholders will be asked to elect 9 directors and to
transact such other business as may properly come before the meeting.
I look forward to greeting you at the meeting. Whether or not you expect to
attend, I urge you to sign and return your proxy card immediately.
Sincerely,
RUSSELL BERRIE
Chairman of the Board
<PAGE> 3
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 25, 1995
The Annual Meeting of Shareholders of Russ Berrie and Company, Inc. will be
held at the Sheraton International Crossroads Hotel, One International
Boulevard, Route 17 North, Mahwah, New Jersey, on Tuesday, April 25, 1995, at
2:00 P.M., for the following purposes:
1. To elect 9 directors to serve until the next Annual Meeting of
Shareholders and until their successors shall have been elected and qualified;
and
2. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 9, 1995, are
entitled to notice of and to vote at such meeting.
BY ORDER OF THE
BOARD OF DIRECTORS,
ARNOLD S. BLOOM
Secretary
Oakland, New Jersey
March 15, 1995
Please complete, date, sign and promptly return your proxy card in the enclosed
envelope.
<PAGE> 4
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
PROXY STATEMENT
DATED MARCH 15, 1995
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Russ Berrie and Company, Inc. (the "Company") of
proxies for use at the Annual Meeting of Shareholders of the Company to be held
on Tuesday, April 25, 1995, at 2:00 P.M., at the Sheraton International
Crossroads Hotel, One International Boulevard, Route 17 North, Mahwah, New
Jersey, and at any adjournments thereof.
Shareholders of record at the close of business on March 9, 1995, will be
entitled to one vote for each share they then held on all matters to come before
the meeting. There were outstanding on that date 21,519,750 shares of common
stock of the Company, stated value $.10 per share ("Common Stock"). The Company
has no other class of stock outstanding. The holders of a majority of the shares
of Common Stock entitled to vote at the meeting will constitute a quorum.
An executed proxy may be revoked at any time by written notification to the
Secretary of the Company if such notice is actually received by the Secretary
before such proxy is exercised, or by attending and voting at the meeting in
person. Proxies in the accompanying form which are properly executed by
shareholders, duly returned to the Company and not revoked will be voted in the
manner specified. If no specification is indicated, the proxy will be voted as
indicated below. The cost of solicitation will be borne by the Company.
The Annual Report of the Company for the fiscal year ended December 31,
1994 accompanies this Proxy Statement, but is not part of the proxy soliciting
materials.
This Proxy Statement and the form of proxy will be mailed to shareholders
on or about March 24, 1995.
ELECTION OF DIRECTORS
Nine directors are to be elected to hold office until the next Annual
Meeting of Shareholders and until their respective successors are elected and
qualified. The election of directors requires the affirmative vote of the
holders of a plurality of the shares of Common Stock voting at the meeting. It
is intended that proxies in the accompanying form which do not withhold the
authority to vote for any or all of the nominees will be voted for the election
as directors of the persons named below. Should any nominee become unable or
unwilling to serve as a director, the proxies will be voted in favor of the
remainder of those named and may be voted for substitute nominees who would be
nominated by the Board of Directors in place of those who are not candidates. At
this time, the Board of Directors knows of no reason why any nominee might not
be a candidate at the meeting. The information concerning the nominees has been
furnished by them to the Company.
1
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION;
NAME AGE SINCE OTHER DIRECTORSHIPS
- -------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Raphael Benaroya................ 44 1993 Chairman of the Board, President and Chief
Executive Officer, since 1988, of United Retail
Group, Inc., which operates a chain of retail
specialty stores.
Russell Berrie.................. 62 1966 Chairman of the Board and Chief Executive
Officer of the Company since its incorporation
in 1966. Mr. Berrie is the founder of the
Company. Mr. Berrie is also a Director of
United Retail Group, Inc.
A. Curts Cooke.................. 58 1982 President and Chief Operating Officer of the
Company since March 17, 1990; Executive Vice
President, Chief Financial Officer and
Secretary of the Company from February 1984 to
March 17, 1990.
Jimmy Hsu....................... 45 1988 Executive Vice President of the Company since
July 1, 1994. Prior thereto, Mr. Hsu's titles
were Senior Vice President -- Product
Development and Far East Operations of the
Company (from August 1991 through June 1994)
and Senior Vice President -- Far East
Operations of the Company (from January 1987
through July 1991). Mr. Hsu is also a Director
of Family Golf Center Inc., a company which
develops golf practice centers.
Ilan Kaufthal................... 47 -- Managing Director, since February 1987, of
Wertheim Schroder & Company, Inc., an
investment banking firm. Prior thereto, from
1970 until January 1987, Mr. Kaufthal was
Senior Vice President, Chief Financial Officer,
Treasurer and Director of Mergers and
Acquisitions of NL Industries, a chemical and
oil services company. Mr. Kaufthal is also a
Director of United Retail Group, Inc., Cambrex
Corporation, a company which manufactures
specialty chemicals, and Rexene Corporation, a
company which manufactures petrochemicals and
plastic film.
Charles Klatskin................ 60 1983 Chairman of the Board and President of Charles
Klatskin Company Inc., a commercial real estate
brokerage and development firm, since its
incorporation in 1966.
William A. Landman.............. 42 1994 Co-Director of Acquisitions of CMS Companies,
an investment firm, since 1987. Mr. Landman is
also a Director of Comtrex Systems Corporation,
which manufactures cash registers.
Sidney Slauson.................. 85 1978 Of Counsel to Rosner and Feltman, a law firm
which provides legal services to the Company.
Mr. Slauson acted as corporate counsel to the
Company from 1966 through 1990.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION;
NAME AGE SINCE OTHER DIRECTORSHIPS
- -------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Bernard H. Tenenbaum............ 40 1989 Vice President -- Corporate Development of the
Company since January 14, 1993. Mr. Tenenbaum
also serves as President and Chief Executive
Officer of a division of the Company which
focuses on evaluating possible acquisitions for
the Company and overseeing the management of
the Company's toy subsidiaries. From September
1988 until joining the Company as an officer,
Mr. Tenenbaum was a founding Director of the
George Rothman Institute of Entrepreneurial
Studies, Fairleigh Dickinson University, and
was previously Associate Director of the Snider
Entrepreneurial Center of The Wharton School.
Mr. Tenenbaum is also a Director of WPI Group
which manufactures component parts for
electronic and computer systems.
</TABLE>
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held four meetings during 1994. The
Audit Committee of the Board of Directors, which held two meetings during 1994,
consisted of Messrs. Arthur D. Charpentier (who is not standing for re-election
to the Board of Directors) and Charles Klatskin. The Audit Committee is
responsible for ensuring maintenance of an adequate system of internal financial
controls, causing the books of account and annual financial statements of the
Company to be audited by certified public accountants, discussing with the
certified public accountants the results of their audit, and recommending to the
Board of Directors the appointment of certified public accountants. The
Compensation Committee, which held one meeting during 1994, consisted of Messrs.
Benaroya, Joseph Kling (who is not standing for re-election to the Board of
Directors) and Slauson. The Compensation Committee reviews and recommends to the
Board of Directors remuneration arrangements for senior management of the
Company and various Company compensation plans. The report of the Compensation
Committee is set forth in this Proxy Statement. There is no standing nominating
committee. All of the directors attended, in 1994, at least 75% of the aggregate
number of meetings of the Board of Directors and the Audit Committee and
Compensation Committee (if they were members of those Committees).
DIRECTOR COMPENSATION
Directors who are full-time employees of the Company receive no additional
compensation for services as a director. Each director who is not an employee of
the Company receives $8,000 per year plus $1,000 for each Board meeting and
$1,000 for each Audit or Compensation Committee meeting attended. In addition,
until December 31, 1988, the Russ Berrie and Company, Inc. Stock Option Plan for
Outside Directors (the "1984 Directors Plan") provided for the granting of
nonqualified stock options (and was amended to include stock appreciation rights
("SARs")) to members of the Board of Directors who were not officers or other
employees of the Company and who did not own Common Stock as of the effective
date of the plan. (See "1984 Directors Plan" below.) Commencing January 1, 1989,
directors who were not officers or other employees of the Company became
eligible to receive nonqualified stock options and related SARs, if granted,
under the Company's 1989 Stock Option Plan for Outside Directors. (See "1989
Directors Plan" below.) Commencing January 1, 1994, directors who were not
officers or other employees of the Company became eligible to receive
nonqualified stock options under the Company's 1994 Stock Option Plan for
Outside Directors. (See "1994 Directors Plan" below.)
3
<PAGE> 7
Each of the 1984 Directors Plan, the 1989 Stock Option Plan for Outside
Directors (the "1989 Directors Plan") and the 1994 Stock Option Plan for Outside
Directors (the "1994 Directors Plan") is administered by a committee comprised
of three members of the Board of Directors who are not participants in the plan:
Russell Berrie, A. Curts Cooke and Jimmy Hsu.
1984 DIRECTORS PLAN
Options granted under the 1984 Directors Plan vested and became exercisable
one year after the date of grant and remain exercisable for ten years from the
date of grant. If a grantee ceases to serve on the Board of Directors, he ceases
to be eligible for the grant of options and, except in the event of death or
disability, non-vested options expire immediately and vested options are only
exercisable for 30 days thereafter or the remaining option term, if shorter.
Options are non-transferable, except that in the event of a grantee's death or
disability, options vest immediately and are exercisable for 12 months
thereafter or the remaining option term, if shorter.
An amendment to the 1984 Directors Plan in 1988 gave the committee the
discretion to grant SARs relating to options granted under the plan. (See last
paragraph of "1989 Directors Plan" below for an explanation of SARs.) The grant
of SARs was subject to the same terms and conditions as the related options and
are exercisable only to the same extent as the related options. Exercise prices
of options and SARs granted pursuant to the 1984 Directors Plan were based upon
the closing market price of the Common Stock on the New York Stock Exchange on
the first trading day of each year.
A total of 75,000 shares of Common Stock had been reserved for the grant of
options under the 1984 Directors Plan. Each eligible director received options
to purchase 3,000 shares of Common Stock in each year from 1984 through 1988. In
addition, each eligible director was granted SARs relating to the options
granted under the 1984 Directors Plan in January 1988.
The 1984 Directors Plan terminated on December 31, 1988, although options
and SARs previously granted may be exercised beyond that date. In 1994, Mr.
Klatskin exercised options, pursuant to the 1984 Directors Plan, for 3,000
shares of Common Stock at an exercise price of $9.34 per share and 3,000 shares
of Common Stock at an exercise price of $11.09 per share.
1989 DIRECTORS PLAN
The 1989 Directors Plan provides for the grant of stock options and related
SARs to members of the Board of Directors who are not officers or other
employees of the Company.
A total of 150,000 shares of Common Stock have been reserved for the grant
of options and related SARs, if any, under the plan. Grantees have been granted
options to purchase 3,000 shares of Common Stock on each January 1, from 1989
through 1993 at an exercise price equal to the closing market price of the
Common Stock on the New York Stock Exchange on the first trading day of each
such year. In 1994, Mr. Arthur D. Charpentier, who is not standing for
re-election to the Board of Directors in 1995, exercised options, pursuant to
the 1989 Directors Plan, for 3,000 shares of Common Stock at an exercise price
of $12.67 per share and 3,000 shares of Common Stock at an exercise price of
$12.50 per share.
Options granted under the plan vest and are exercisable one year after the
date of grant and remain exercisable for ten years from the date of grant.
Options are not transferable other than by will or under the laws of descent and
distribution, and are exercisable only by the grantee or by the grantee's legal
representative(s) after death or disability. If the grantee ceases to be a
member of the Board of Directors for reasons other than death or disability,
nonvested options expire immediately and vested options are only exercisable for
30 days thereafter, or the remaining option term, if shorter. In the event of
the grantee's death
4
<PAGE> 8
or disability, nonvested options shall vest and all outstanding options may be
exercised within 12 months after the death or disability or the remaining option
term, if shorter.
Until December 31, 1991, the committee administering the 1989 Directors
Plan had the discretion to grant SARs subject to related options, which are
exercisable only to the same extent and subject to the same terms and conditions
as the related options. In general, a grantee who exercises an SAR will be
entitled to an amount equal to the excess of the closing market price of the
Common Stock on the New York Stock Exchange on the date of exercise over the
exercise price of the related option, multiplied by the number of shares as to
which the SAR is exercised. Exercise of all or any part of an SAR will reduce on
a share-for-share basis the number of shares subject to a grantee's related
option. Payment due upon exercise of an SAR shall be made (i) in cash, (ii) in
Common Stock, or (iii) partly in cash and partly in Common Stock, all as
determined by the committee in its discretion.
This plan terminated on December 31, 1993, although options and SARs
previously granted may be exercised beyond that date.
1994 DIRECTORS PLAN
The 1994 Directors Plan provides for the grant of stock options to members
of the Board of Directors who are not officers or other employees of the
Company.
A total of 150,000 shares of Common Stock have been reserved for the grant
of options under the plan. Grantees are granted options to purchase 3,000 shares
of Common Stock on each January 1, from 1994 through 1998 at an exercise price
equal to the closing market price of the Common Stock on the New York Stock
Exchange on the first trading day of each such year. Options were granted to all
eligible directors (Messrs. Benaroya, Charpentier, Klatskin, Kling and Slauson)
in 1994 at an exercise price of $14.875 per share, the closing market price of
the Common Stock on the first trading day of such year. Options were granted to
all eligible directors (Messrs. Benaroya, Charpentier, Klatskin, Kling, Landman
and Slauson) in 1995 at an exercise price of $13.75 per share, the closing
market price of the Common Stock on the first trading day of such year.
Options granted under the plan vest and are exercisable one year after the
date of grant and remain exercisable for ten years from the date of grant.
Options are not transferable other than by will or under the laws of descent and
distribution, and are exercisable only by the grantee or by the grantee's legal
representative(s) after death or disability. If the grantee ceases to be a
member of the Board of Directors for reasons other than death or disability,
nonvested options expire immediately and vested options are only exercisable for
30 days thereafter, or the remaining option term, if shorter. In the event of
the grantee's death or disability, nonvested options shall vest and all
outstanding options may be exercised within 12 months after the death or
disability or the remaining option term, if shorter.
5
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
CHIEF EXECUTIVE OFFICER
Mr. Russell Berrie, Chairman and Chief Executive Officer of the Company, is
party to an employment arrangement with the Company that provides for
compensation consisting of a base salary at an annual rate of $400,000 and a
bonus equal to 1% of the Company's net income after taxes. Mr. Berrie does not
participate in any of the Company's stock option or restricted stock plans. The
bonus arrangement has been in effect since July 1, 1983, prior to the Company's
initial public offering.
The Committee and Mr. Berrie discuss his base compensation annually. For
1994, the Committee and Mr. Berrie concluded that his base compensation should
be reduced to $350,000 as a result of the Company's results of operations for
1993.
The Committee has not conducted a formal study of chief executive officer
compensation at companies comparable to the Company. The Committee believes that
basing a substantial portion of Mr. Berrie's compensation on a fixed percentage
of the Company's net income after taxes provides an appropriate linkage between
his compensation and the Company's performance. The Committee also notes that,
although Mr. Berrie does not participate in any of the Company's stock option or
restricted stock plans, he is the beneficial owner of more than 50% of the
Company's outstanding common stock.
OTHER EXECUTIVE OFFICERS
The Committee determines the compensation of executive officers, other than
the chief executive officer, in consultation with Mr. Berrie. Generally, the
compensation received by these individuals consists of the following principal
components: base salary, cash bonuses, stock options and, in some cases,
restricted stock awards under the Company's 1994 Stock Option and Restricted
Stock Plan (including predecessor plans, the "Stock Option and Restricted Stock
Plans"). The Committee has followed a policy of considering increases in base
compensation annually; increases are not necessarily based on the Company's
performance. For 1994, 2 executive officers, Mr. Jimmy Hsu, who was promoted to
Executive Vice President in July 1994, and Mr. Guy Lombardo, who was promoted to
Vice President -- Management Information Systems and Administration in January
1994, received, in July and January 1994, respectively, increases in their
respective base compensations.
The Committee views stock options and restricted stock awards as serving
two functions: compensation to executive officers and providing executive
officers with an equity stake in the Company that aligns their interests with
shareholders. In 1994, executive officers received grants of stock options under
the Stock Option and Restricted Stock Plans to purchase stock having an
aggregate fair market value (measured at the date of grant) ranging from 25% to
40% of base compensation, but received no restricted stock. Although the amount
of these awards does not vary on the basis of the recipients' other holdings of
the Company's stock, it may vary on the basis of the Company's performance. The
ultimate value to the recipient of such awards depends upon the market price of
the Company's common stock.
Awards of cash bonuses to executive officers are based upon a bonus pool in
which approximately 65 of the Company's management personnel participate and are
paid if the Company exceeds certain operating profit levels. The amount of the
bonus pool is based upon a formula relating to the Company's pre-tax profit from
its core domestic business. Participants are eligible to receive a maximum award
ranging from 50% (in the case of most executive officers) to 4% of the
recipient's base salary. Participants receive the maximum bonus for which they
are eligible if the amount of the bonus pool is sufficient to pay the maximum
bonus to all
6
<PAGE> 10
participants; otherwise, the bonus payable will be calculated so that each
participant receives the same percentage of the maximum bonus for which he or
she was eligible and the total bonuses paid equal the amount of the bonus pool.
Because the Company did not achieve the necessary level of operating profits, no
cash bonuses were paid in respect of 1994 earnings.
Mr. Berrie does not participate in the bonus pool described above.
LIMITATIONS ON DEDUCTIBILITY
The Committee has reviewed the Company's compensation policies in light of
amendments to the Internal Revenue Code enacted during 1993 that generally limit
deductions for compensation paid to certain executive officers to $1,000,000 per
annum (certain performance based compensation is not subject to that limit). At
present levels of compensation, these amendments do not limit the deductions to
which the Company is entitled and the Committee has therefore concluded that no
changes in the Company's compensation policies as a result of these amendments
are appropriate.
Russ Berrie and Company, Inc. Compensation Committee
Raphael Benaroya, Joseph Kling and Sidney Slauson, 1994 Members
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1994, the Compensation Committee consisted of Messrs. Benaroya, Kling
and Slauson.
Russell Berrie, the Chairman of the Board and Chief Executive Officer of
the Company, serves as a member of the Board of Directors of United Retail
Group, Inc. Raphael Benaroya, the Chairman of the Board, President and Chief
Executive Officer of United Retail Group, Inc., serves on the Compensation
Committee of the Board of Directors of the Company.
Mr. Slauson, a Director of the Company and a member of the Compensation
Committee, is of counsel to Rosner and Feltman, a law firm which provides legal
services to the Company. Such law firm receives (and had received during 1994) a
retainer of $10,000 per month for its services.
7
<PAGE> 11
RUSS BERRIE AND COMPANY, INC.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
RUSS BERRIE AND COMPANY, INC., THE S & P 500 INDEX
AND PEER GROUP COMPANIES
<TABLE>
<CAPTION>
MEASUREMENT PERIOD RUSS BERRIE & S&P 500 IN-
(FISCAL YEAR COVERED) CO. INC. DEX PEER GROUP
<S> <C> <C> <C>
1989 100 100 100
1990 106.26 96.60 85.78
1991 143.72 126.42 140.89
1992 207.99 136.05 162.30
1993 181.08 149.76 195.20
1994 170.29 151.74 156.88
</TABLE>
Assumes $100 invested December 31, 1989 and reinvestment of all dividends.
Peer Group Companies are as follows: American Greetings (Class A), Cross
(A.T.) & Co. (Class A), Galoob (Lewis) Toys Inc., Gibson Greetings Inc., Hasbro
Inc., Kiddie Products Inc., Ohio Art Co. and Tandycrafts Inc. Peer Group
Companies were selected on the basis of similarity of their products or
distribution channels to those of the Company.
8
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 1, 1995, the shares of Common
Stock beneficially owned by each director of the Company, by certain executive
officers of the Company and by all directors and officers of the Company as a
group.
<TABLE>
<CAPTION>
TOTAL SHARES APPROXIMATE
SHARES OF OF COMMON PERCENTAGE OF
COMMON STOCK OUTSTANDING
NAME OF DIRECTOR, OFFICER STOCK BENEFICIALLY COMMON
OR IDENTITY OF GROUP OWNED(1) OWNED(1)(2) STOCK(1)(2)
- ---------------------------------------------------------- ---------- ------------ -------------
<S> <C> <C> <C>
Raphael Benaroya.......................................... 720 3,720 *
Russell Berrie(3)......................................... 11,573,388 11,573,388 53.8
Arnold S. Bloom........................................... 150 13,275 *
Paul Cargotch............................................. -0- 12,179 *
Arthur D. Charpentier(4).................................. -0- 9,000 *
A. Curts Cooke(5)......................................... 25,511 41,229 *
Jimmy Hsu(5).............................................. 40,515 54,529 *
Charles Klatskin.......................................... 3,100 30,100 *
Joseph Kling(6)........................................... -0- 12,000 *
William A. Landman........................................ 15 15 *
Sidney Slauson............................................ 11,250 23,250 *
Bernard H. Tenenbaum(5)................................... 3,190 17,711 *
Charles Klatskin and Sidney Slauson, as co-trustees under
trusts for the benefit of Scott Berrie(7)............... 115,158 115,158 *
Leslie Berrie, Russell Berrie and Myron Rosner, as
co-trustees under The Leslie Berrie 1993 Trust(8)....... 126,541 126,541 *
All directors and officers as a group (14
persons)(3)(5)(9)....................................... 11,899,538 12,068,446 56.4
</TABLE>
- ---------------
*Less than 1%
(1) Each individual has the sole power to vote and dispose of the shares of
Common Stock, except as provided in notes 3, 5, 7 and 8 below; and, in the
case of restricted shares granted under Russ Berrie and Company, Inc. Stock
Option and Restricted Stock Plans, subject to the provisions of such plans.
(2) Includes the number of shares subject to stock options granted by the
Company which are exercisable within 60 days.
(3) Includes (a) 10,703,542 shares held of record by The Russell Berrie 1991
Trust, of which Mr. Russell Berrie is the grantor and a trustee possessing
sole voting and dispositive power (other than to Mr. Berrie) as to the
shares held by the Trust (1,500,000 shares of which are in the process of
being recorded in the name of The Russell Berrie 1991 Trust from The Russell
Berrie 1992 Charitable Trust), and (b) 150 shares held of record by Mr.
Berrie as custodian for one of his daughters. Does not include shares of
Common Stock held beneficially and of record by The Russell Berrie
Foundation (228,200 shares). Mr. Russell Berrie is a trustee of the
Foundation. Also does not include shares of Common Stock held beneficially
and of record by The Leslie Berrie 1993 Trust (the shares of which are in
the process of being recorded in the name of The Leslie Berrie 1993 Trust
from prior trusts for the benefit of Leslie Berrie). (See Note 8.) Mr.
Berrie disclaims beneficial ownership of such shares.
(4) Mr. Charpentier is not standing for re-election to the Board of Directors in
1995.
9
<PAGE> 13
(5) Includes shares awarded under the Company's Stock Option and Restricted
Stock Plans which are not vested as of March 1, 1995, as follows: 17,193
shares for Mr. Cooke; 14,201 shares for Mr. Hsu; 3,190 shares for Mr.
Tenenbaum; and 34,584 shares for all directors and officers as a group.
(6) Mr. Kling is not standing for re-election to the Board of Directors in 1995
so as to avoid any possible conflict of interest as a result of recently
becoming an officer of an unaffiliated toy company.
(7) Charles Klatskin and Sidney Slauson, as co-trustees, share power to vote and
dispose of these shares, but disclaim beneficial ownership of these shares.
(8) Leslie Berrie, Russell Berrie and Myron Rosner are co-trustees, each having
the power to vote and dispose of these shares. Messrs. Berrie and Rosner
disclaim beneficial ownership of these shares.
(9) Includes shares held by trusts included in the table.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 1, 1995, with respect to each
person who is known to the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock: (i) the name and address of
such owner, (ii) the number of shares beneficially owned, and (iii) the
percentage of the total number of shares so owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- --------------------------------------------------------------------- ------------------ --------
<S> <C> <C>
Russell Berrie (1)................................................... 11,573,388 53.8
111 Bauer Drive
Oakland, New Jersey 07436
John Hancock Mutual Life Insurance Company (2)....................... 1,267,030 5.9
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
</TABLE>
- ---------------
(1) Includes (a) 10,703,542 shares held of record by The Russell Berrie 1991
Trust, of which Mr. Russell Berrie is the grantor and a trustee possessing
sole voting and dispositive power (other than to Mr. Berrie) as to the
shares held by the Trust (1,500,000 shares of which are in the process of
being recorded in the name of The Russell Berrie 1991 Trust from The Russell
Berrie 1992 Charitable Trust), and (b) 150 shares held of record by Mr.
Berrie as custodian for one of his daughters. Does not include shares of
Common Stock held beneficially and of record by The Russell Berrie
Foundation (228,200 shares). Mr. Russell Berrie is a trustee of the
Foundation. Also does not include shares of Common Stock held beneficially
and of record by The Leslie Berrie 1993 Trust. Mr. Berrie disclaims
beneficial ownership of such shares. (See "Security Ownership of
Management".)
(2) Consists of shares owned by 2 indirect, wholly-owned subsidiaries of John
Hancock Mutual Life Insurance Company: NM Capital Management, Inc. and John
Hancock Advisers, Inc.
10
<PAGE> 14
EXECUTIVE COMPENSATION
The following table sets forth compensation for the years ended December
1994, 1993 and 1992 paid to or accrued for the benefit of the Chief Executive
Officer and the other five most highly compensated executive officers of the
Company as of December 31, 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL OTHER --------------------------- ALL
COMPENSATION(1) ANNUAL RESTRICTED OTHER
------------------- COMPEN- STOCK OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARDS(S)(2) SARS(SHARES) SATION(3)
- ---------------------------------- ---- -------- -------- ------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Russell Berrie,................... 1994 $350,000 $ 58,270 $27,489 -0- -0- $260,396
Chairman of the Board and 1993 400,000 136,820 27,489 -0- -0- 272,180
Chief Executive Officer 1992 350,000 607,518 26,285 -0- -0- 270,878
A. Curts Cooke,................... 1994 263,520 5,068 10,102 -0- 4,428 3,806
President and Chief 1993 263,520 132,612 9,542 $140,547 3,978 19,415
Operating Officer 1992 244,000 166,692 8,269 130,125 5,205 16,714
Jimmy Hsu,........................ 1994 225,000 4,327 5,710 -0- 3,529 3,806
Executive Vice President 1993 210,000 105,678 6,289 112,010 3,170 19,404
1992 190,000 123,654 5,017 101,325 4,053 16,706
Arnold S. Bloom,.................. 1994 175,000 3,365 3,637 -0- 4,705 3,806
Vice President 1993 175,000 23,451 2,835 -0- 3,962 12,246
and General Counsel 1992 162,750 38,268 2,792 -0- 5,208 10,305
Paul Cargotch,.................... 1994 150,000 2,885 5,102 -0- 4,033 3,806
Vice President and 1993 150,000 75,485 3,816 -0- 3,396 15,286
Chief Financial Officer 1992 140,000 82,692 3,198 -0- 4,479 13,135
Bernard H. Tenenbaum,............. 1994 150,000 2,885 3,121 -0- 2,521 3,806
Vice President -- 1993 150,000 27,085 2,851 -0- 3,000 7,356
Corporate Development(4) 1992 -0- -0- -0- -0- 3,000 -0-
</TABLE>
- ---------------
(1) While the aggregate of "Other Annual Compensation" received by the named
executive officers is lower than the lesser of $50,000 or 10 percent of
total annual salary and bonus for each named executive officer, the
perquisites and other personal benefits included within the "Other Annual
Compensation" which individually exceed 25% of the total perquisites and
other personal benefits for each named executive officer include (i) Mr.
Berrie's travel allowance ($20,800) for each of years 1994, 1993 and 1992,
(ii) Mr. Cooke's personal use of a Company car (valued at $3,083 in 1994,
$2,917 in 1993 and $2,417 in 1992), the 1994 premium ($4,319) paid by the
Company on Mr. Cooke's behalf for long term disability insurance, and the
1992 imputed interest value ($3,200) of a loan made to Mr. Cooke by the
Company, (iii) Mr. Hsu's personal use of a Company car (valued at $2,917 in
1994, $2,917 in 1993 and $2,404 in 1992), the 1994 premium ($1,771) paid by
the Company on Mr. Hsu's behalf for long term disability insurance, and the
imputed interest values ($1,873 in 1993 and $2,327 in 1992) of a loan made
to Mr. Hsu by the Company, (iv) Mr. Bloom's personal use of a Company car
(valued at $2,917 in 1994, $2,117 in 1993 and $2,117 in 1992), (v) Mr.
Cargotch's personal use of a Company car (valued at $2,917 in 1994, $2,917
in 1993 and $2,373 in 1992), and (vi) Mr. Tenenbaum's personal use of a
Company car (valued at $2,917 in 1994 and $2,749 in 1993). All salary and
bonus payments are reported for the year in which they are earned.
11
<PAGE> 15
(2) Value is calculated by multiplying the number of shares awarded by the
closing price of the Common Stock on the New York Stock Exchange on the date
of grant. 35,173 shares of restricted stock were held by the named executive
officers at December 31, 1994 with an aggregate value as of such date of
$483,630 (calculated by multiplying the number of shares held by the closing
price of the Common Stock on the New York Stock Exchange on December 31,
1994, the last day of the Company's last completed fiscal year). At December
31, 1994, the value of Mr. Cooke's holdings was $272,787 and Mr. Hsu's was
$210,843. No shares of restricted stock were awarded in 1994. The number of
shares of restricted stock awarded in 1993 to Messrs. Cooke and Hsu was
7,954 and 6,339, respectively; in 1992, 10,410 and 8,106, respectively.
Restricted stock awards vest over five years at 20 percent per year provided
the recipient remains in the employ of the Company. Dividends are paid on
all outstanding restricted stock.
(3) For Mr. Berrie, consists of (i) $256,590 paid in 1994, $256,995 paid in 1993
and $257,305 paid in 1992 for split dollar life insurance policies on the
joint lives of Mr. Berrie and his spouse, and (ii) retirement plan
contributions and reallocation of forfeitures during each of 1992, 1993 and
1994. The split dollar life insurance policies have been assigned to the
Company to secure repayment of the premiums. For all named executive
officers (except Mr. Berrie), consists of retirement plan contributions and
reallocation of forfeitures under the retirement plan. Does not include
investment gains or losses under the retirement plan. In 1994, the Company
did not make any contributions to the retirement plan. (See "401(k) Plan".)
Since the Company contributions to the retirement plan are not fixed, and
because it is impossible to calculate future income and forfeitures, it is
not currently possible to calculate an individual participant's retirement
benefits.
(4) Mr. Tenenbaum became employed by the Company on January 13, 1993.
------------------------
401(K) PLAN
In February 1995, the Company amended its existing retirement plan (a
profit sharing plan) to convert such retirement plan to a plan based on
employees' pre-tax salary deferrals with Company matching contributions pursuant
to Section 401(k) of the Internal Revenue Code of 1986, as amended (the "401(k)
Plan"). Participating employees may elect to contribute from 1% to 15% (but not
in excess of $9,240 in 1995) of their compensation, on a pretax basis, to the
401(k) Plan. Employees' contributions are invested in one or more of four funds
(as selected by each participating employee). The Company matches a portion of
the compensation deferred by each employee. The Company's matching contribution
fully vests after four years of employment at the rate of 25% per year of
employment. Under certain circumstances, the 401(k) Plan permits participants to
make withdrawals or receive loans from the 401(k) Plan prior to retirement age.
EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
The Company has an employment arrangement with Russell Berrie providing for
compensation in 1995 at the annual rate of $350,000 plus 1% of the Company's net
income after income taxes ("Incentive Compensation"). During 1994, Mr. Berrie
received annual compensation of $350,000 plus the Incentive Compensation.
Pursuant to Mr. Berrie's compensation arrangement with the Company, the Company
pays the cost of certain split dollar life insurance policies insuring the joint
lives of Mr. Berrie and his spouse. The policies have been assigned to the
Company to secure repayment of the premiums. (See also "Compensation Committee
Report" and "Certain Transactions".)
The Company has an agreement with A. Curts Cooke, President and Chief
Operating Officer of the Company, which provides that in the event of a change
of control of the Company, he will be entitled to be employed at his then
compensation level for a period of 3 years. (See also "Certain Transactions".)
12
<PAGE> 16
The Company has an agreement with Bernard H. Tenenbaum, Vice
President -- Corporate Development of the Company, providing for a base salary
of at least $150,000 per annum, a discretionary bonus, the annual grant of stock
options and restricted stock under the Company's Stock Option and Restricted
Stock Plans then in effect, which grants are commensurate with his status and
level of employment, and participation in employee benefit plans. Mr. Tenenbaum
is receiving an annual base salary of $164,500 in 1995. In addition, the
agreement provides that in the event of a change of control of the Company, Mr.
Tenenbaum will be entitled to receive his salary, bonus and benefits for a
period of 3 years. The agreement may be terminated with or without cause and
shall terminate on death or disability. If Mr. Tenenbaum is terminated without
cause, he is entitled to receive his accrued bonus, if any, to the date of his
termination in an amount equal to 50% of his base salary to the date of
termination and, for a period of 12 months following such termination, his base
salary and the continuation of employee benefit plans. If Mr. Tenenbaum is
terminated due to death, disability or for cause, he is not entitled to receive
any salary or other payments or benefits after the date of his death, disability
or termination for cause.
1994 OPTION GRANTS
The following table sets forth the options granted to the named officers in
the Executive Compensation Table of the Company during the year ended December
31, 1994.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
---------------------------------------- STOCK PRICE
PERCENT OF TOTAL APPRECIATION FOR 10
OPTIONS OPTIONS GRANTED EXERCISE OR YEAR OPTION TERM
GRANTED TO EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME (#)(1) IN FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ------------------------------- ------- ---------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Russell Berrie................. -0- -0- -0- -0- -0- -0-
A. Curts Cooke................. 4,428 1.63 $ 14.88 1/3/04 $ 41,423 $ 104,974
Jimmy Hsu...................... 3,529 1.30 14.88 1/3/04 33,013 83,662
Arnold S. Bloom................ 4,705 1.73 14.88 1/3/04 44,014 111,541
Paul Cargotch.................. 4,033 1.49 14.88 1/3/04 37,728 95,610
Bernard H. Tenenbaum........... 2,521 0.93 14.88 1/3/04 23,583 59,765
</TABLE>
- ---------------
(1) All options granted vest and become exercisable one year from the date of
grant. In any 12 month period, an option holder may exercise no more than
the number of options received in the most recent grant plus one-third of
the option holder's remaining exercisable options.
13
<PAGE> 17
AGGREGATED OPTION/SAR EXERCISES IN 1994 AND
YEAR-END OPTION/SAR VALUES
The following table sets forth option and SAR exercises during 1994 and
year-end option and SAR values for the named officers in the Executive
Compensation Table of the Company based upon the closing price of the Common
Stock of the Company on the New York Stock Exchange on December 31, 1994
($13.75).
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END($)
NAME ON EXERCISE(#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------- --------------- --------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Russell Berrie............ -0- -0- -0- -0-
A. Curts Cooke............ -0- -0- 11,290/4,428 $ 203/-0-
Jimmy Hsu................. -0- -0- 10,485/3,529 -0-/-0-
Arnold S. Bloom........... -0- -0- 8,420/4,705 5,573/-0-
Paul Cargotch............. -0- -0- 8,146/4,033 11/-0-
Bernard H. Tenenbaum...... -0- -0- 12,000/2,521 27,210/-0-
</TABLE>
- ---------------
(1) Value is calculated by determining the difference between the price of the
Common Stock underlying the options or SARs on the New York Stock Exchange
at the time of exercise and the exercise or base price of the options or
SARs.
CERTAIN TRANSACTIONS
Several warehouse, office and distribution facilities are leased to the
Company by Russell Berrie, Chairman of the Board of the Company, or trusts for
the benefit of members of his immediate family or by a partnership in which he
and Murray Berrie, his brother, are both general partners. The Company believes
that the terms of those leases are no less favorable to the Company than could
have been obtained from an unaffiliated third party. The Company is also a
guarantor under mortgage loan payments on the facilities in South Brunswick and
Oakland, New Jersey. The aggregate amount outstanding on the loans as of
December 31, 1994 was $8,373,000. The table below lists such facilities, the
current rentals and the lease expiration dates.
<TABLE>
<CAPTION>
ANNUAL LEASE
FACILITY RENTAL(1) EXPIRATION(2)
--------------------------------------------------- ---------- -----------------
<S> <C> <C>
Petaluma, California............................... $ 845,000 June 30, 2004
Lakeland, Florida(3)............................... 291,353 February 28, 1998
Oakland, New Jersey................................ 399,350 April 1, 2004
South Brunswick, New Jersey........................ 2,506,598 May 31, 1999
----------
Total......................................... $4,042,301
=========
</TABLE>
- ---------------
(1) Reflects base rental obligations. Does not include payments for real estate
taxes and certain other items applicable to the premises. Base rentals are
subject to periodic increases during the remainder of the term of certain of
the leases. Under an amendment to the lease for Petaluma, California, the
term has been extended to 2004 from 1997, and the annual base rent was
reduced from $1,375,008 to $845,000 on July 1, 1994.
(2) Not including renewal options, if any.
(3) This facility was closed in March 1990 in connection with a restructuring
undertaken by the Company and is currently subleased.
------------------------
14
<PAGE> 18
As of March 1, 1995, Mr. Cooke, President, Chief Operating Officer and a
Director, was indebted to the Company in the aggregate amount of $41,174, and
the highest outstanding balance of the loan since January 1, 1994 was $111,337.
As of March 1, 1995, Mr. Hsu, Executive Vice President and a Director, was
indebted to the Company in the aggregate amount of $96,277, and the highest
outstanding balance of the loan since January 1, 1994 was $103,610. The proceeds
of these borrowings were used by Mr. Cooke and Mr. Hsu to pay for certain tax
obligations resulting from the lapse of restrictions on shares of Common Stock
awarded under the Company's Stock Option and Restricted Stock Plans. The Company
lends to various officers who receive restricted shares of Common Stock under
the Stock Option and Restricted Stock Plans amounts equal to the tax obligations
incurred by such officers resulting from the lapse of restrictions on such
shares. Under this arrangement, since 1994, the indebtedness from the officer is
represented by an agreement or promissory note providing for loans for a
five-year period bearing interest at the Applicable Federal Rate as determined
by the Internal Revenue Service (the "AFR"). Prior to 1994, loans were
interest-free for a five year period, and following that period, bore interest
at the AFR. The principal amounts of and accrued interest on these loans are
required to be paid upon the termination of the officer's employment with the
Company or his disposition of the shares giving rise to the indebtedness.
The Company leases a warehouse and office facility located in Dayton, New
Jersey from a partnership in which Charles Klatskin, a Director of the Company,
is a general partner. This facility was closed in July 1989, in connection with
a restructuring undertaken by the Company. From July 1991 through December 1994,
the Company occupied some office and warehouse space in this building
(approximately 31.3% of the building). Since January 1995, the Company has
occupied only a portion of the office space in this building (approximately 10%
of the building). The lease for this facility expires on October 31, 1997 (not
including renewal options) and provides for annual base rental payments (not
including payments for real estate taxes and certain other items) of $996,369.
Mr. Klatskin and certain of his affiliated companies have been engaged as a real
estate broker to assist with selling or arranging subleases for certain
properties which the Company currently owns or leases and is not fully utilizing
or has sold during the past year, including the facilities in Dayton, New Jersey
and Lakeland, Florida and a facility formerly owned by the Company in Marietta,
Georgia. During 1994, Mr. Klatskin and companies affiliated with Mr. Klatskin
received from the Company, directly or indirectly, $22,297 for performing such
activities. Mr. Klatskin and his affiliated companies continue to act in a real
estate brokerage capacity for certain real estate properties of the Company, and
the Company believes that the terms of the leases and the arrangements with Mr.
Klatskin and his affiliated companies to arrange sales and subleases of certain
of the Company's facilities are no less favorable to the Company than could have
been obtained from an unaffiliated third party.
The Company paid $10,000 per month during 1994 to Rosner and Feltman, a law
firm which provides legal services to the Company. Mr. Slauson, a Director of
the Company, is of counsel to Rosner and Feltman.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission") and the New York Stock Exchange. Officers, directors and
greater than ten percent shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended December 31, 1994, all filing requirements applicable to its officers,
directors and greater
15
<PAGE> 19
than ten percent shareholders were complied with on a timely basis except that
Messrs. Hsu and Landman filed late a report on Form 4 and Form 3, respectively.
OTHER MATTERS
The Board of Directors knows of no business to be presented at the meeting
other than that set forth in the accompanying Notice of Annual Meeting of
Shareholders. However, if other matters properly come before the meeting, the
holders of the proxies intend to vote the proxies in accordance with their best
judgment on such matters.
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Coopers & Lybrand to be the Company's independent accountants for 1995.
It is expected that representatives of Coopers & Lybrand will be present at the
meeting to respond to appropriate questions and, if they so desire, to make a
statement.
VOTING PROCEDURES
Election of Directors: Directors are elected by a plurality of the votes
cast at the annual meeting. Only shares that are voted in favor of a particular
nominee will be counted toward such nominee's achievement of a plurality. Shares
present at the meeting that are not voted for a particular nominee or shares
present by proxy where the shareholder properly withheld authority to vote for
such nominee (including broker non-votes) will not be counted toward such
nominee's achievement of a plurality.
Other Matters: The affirmative vote of the majority of shares present in
person or represented by proxy at the annual meeting for a particular matter is
required for the matter to be deemed an act of the shareholders. Shares electing
to abstain are considered present at the meeting for the particular matter, but
since they are not affirmative votes for the matter, abstentions have the same
effect as votes against the matter. In the event of broker non-votes, shares are
not considered present at the meeting for the particular matter as to which the
broker withheld authority. Broker non-votes are not counted in respect of the
matter, but have the practical effect of reducing the number of affirmative
votes required to achieve a majority for such matter by reducing the total
number of shares from which the majority is calculated.
SHAREHOLDER PROPOSALS
In order to be included in the proxy statement and form of proxy relating
to the 1996 Annual Meeting of Shareholders, proposals of shareholders intended
to be presented at such meeting must be received by the Company on or before
November 14, 1995. Any such proposals should be submitted in writing to:
Secretary, Russ Berrie and Company, Inc., 111 Bauer Drive, Oakland, New Jersey
07436.
By Order of the Board of Directors
ARNOLD S. BLOOM
Secretary
Oakland, New Jersey
March 15, 1995
16
<PAGE> 20
RUSS BERRIE AND COMPANY, INC.
111 BAUER DRIVE
OAKLAND, NEW JERSEY 07436
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints Russell Berrie, A. Curts Cooke and Jimmy Hsu,
R and each of them severally, as proxies of the undersigned, each with the
O power to appoint his substitute, and hereby authorizes them to represent and
X to vote as designated below all the shares of Common Stock of Russ Berrie and
Y Company, Inc. held of record by the undersigned on March 9, 1995, at the
Annual Meeting of Shareholders to be held on April 25, 1995 and any
adjournment thereof.
Election of Directors. Nominees: Raphael Benaroya, Russell Berrie, A. Curts
Cooke, Jimmy Hsu, Ilan Kaufthal, Charles Klatskin, William A. Landman, Sidney
Slauson and Bernard H. Tenenbaum.
(Change of Address/Comments)
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
A VOTE FOR PROPOSAL 1 IS RECOMMENDED.
Your vote for the election of Directors may be indicated on the reverse.
----------------
SEE REVERSE SIDE
----------------
<PAGE> 21
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. ELECTION OF DIRECTORS TO SERVE UNTIL THE 1996 ANNUAL MEETING OF SHAREHOLDERS
AND UNTIL THEIR SUCCESSORS SHALL HAVE BEEN ELECTED AND QUALIFIED.
FOR nominees listed on the front of this card (except as marked to the
contrary below). / /
WITHHOLD AUTHORITY to vote for all nominees listed on the front of this
card. / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, check
the box marked "FOR" above and write that nominee's name on the line provided.)
________________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears on the other side. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please sign your name and indicate full
title as such. If a corporation, an authorized officer should sign his/her name
and indicate his/her title. If a partnership, please sign in partnership name
by authorized person.
______________________________________________________ Date:___________________
Signature
______________________________________________________ Date:___________________
Signature if held jointly
