<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, 1996
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 Wednesday, April
24, 1996.
At the meeting, shareholders will be asked to elect 10 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 WEDNESDAY, APRIL 24, 1996
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 Wednesday, April 24, 1996, at
2:00 P.M., for the following purposes:
1. To elect 10 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 8, 1996, 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, 1996
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, 1996
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 Wednesday, April 24, 1996, 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 8, 1996, 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 21,608,471 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,
1995 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 25, 1996.
ELECTION OF DIRECTORS
Ten 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.
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION;
NAME AGE SINCE OTHER DIRECTORSHIPS
- -------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Raphael Benaroya................ 48 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.................. 63 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.
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION;
NAME AGE SINCE OTHER DIRECTORSHIPS
- -------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
A. Curts Cooke.................. 59 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....................... 46 1988 Vice Chairman of the Board of the Company since
July 1995. Prior thereto, Mr. Hsu's titles were
Executive Vice President of the Company (from
July 1994 through July 1995), 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 and operates golf
practice centers.
Ilan Kaufthal................... 48 1995 Managing Director, since February 1987, of
Schroder Wertheim & Co. Incorporated, 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................ 61 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.
Joseph Kling.................... 66 1988* President of Pamsco, Inc., a consulting
company, since April 1991. Prior thereto, Mr.
Kling was President of Sharon Industries, Inc.,
a manufacturer and distributor of toy products,
from January 1989 until April 1991. Mr. Kling
is also a Director of Lancit Media Productions,
Ltd. which produces children's television
programming, and a Director of Bohbot
Communications, Inc. which provides media
advertising services.
William A. Landman.............. 43 1994 Principal and 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.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION;
NAME AGE SINCE OTHER DIRECTORSHIPS
- -------------------------------- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Sidney Slauson.................. 86 1978 Currently retired. Until June 30, 1995, and for
more than five years prior thereto, Mr. Slauson
was of counsel to Rosner and Feltman, a law
firm which provided legal services to the
Company. Prior thereto, Mr. Slauson acted as
corporate counsel to the Company from 1966
through 1990.
Bernard H. Tenenbaum............ 41 1989 Vice President -- Corporate Development of the
Company since January 14, 1993. 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>
- ---------------
* Mr. Kling did not stand for re-election to the Board of Directors of the
Company in April 1995, but was re-elected as a Director in October 1995.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held four meetings during 1995. The
Audit Committee of the Board of Directors, which held one meeting during 1995,
consisted of Messrs. Charles Klatskin and Arthur D. Charpentier (who did not
stand for re-election to the Board of Directors in April 1995). For 1996, the
Audit Committee consists of Messrs. Kaufthal and 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 1995, consists of Messrs.
Benaroya, Landman 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 1995, 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
3
<PAGE> 7
"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 (the "1989 Directors Plan"). (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 (the "1994 Directors Plan" and, together with the 1984
Directors Plan and the 1989 Directors Plan, "All Directors Plans"). (See "1994
Directors Plan" below.)
ALL DIRECTORS PLANS
All Directors Plans are administered by a committee comprised of three
members of the Board of Directors who are not participants in any of such plans:
Russell Berrie, A. Curts Cooke and Jimmy Hsu.
Options granted under All Directors Plans vest and become 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.
Options granted under All Directors Plans are issued on each January 1 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.
1984 DIRECTORS PLAN
A total of 75,000 shares of Common Stock had been reserved for the grant of
options and related SARs, if any, 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.
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
penultimate 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.
The 1984 Directors Plan terminated on December 31, 1988, although options
and SARs previously granted may be exercised beyond that date. No options
granted under the 1984 Directors Plan were exercised in 1995.
1989 DIRECTORS PLAN
A total of 150,000 shares of Common Stock have been reserved for the grant
of options and related SARs, if any, under the 1989 Directors Plan. Grantees
have been granted options to purchase 3,000 shares of Common Stock in each year
from 1989 through 1993. In 1995, Mr. Kling 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, and Mr. Tenenbaum exercised
4
<PAGE> 8
options, pursuant to the 1989 Directors Plan, for 3,000 shares of Common Stock
at an exercise price of $10.09 per share and 3,000 shares of Common Stock at an
exercise price of $9.59 per share.
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
A total of 150,000 shares of Common Stock have been reserved for the grant
of options under the 1994 Directors Plan. Grantees are granted options to
purchase 3,000 shares of Common Stock in each year from 1994 through 1998. In
1995 and 1996, options were granted to all eligible directors at an exercise
price of $13.75 per share and $13.625 per share, respectively.
No options granted under the 1994 Directors Plan were exercised in 1995.
5
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
CHIEF EXECUTIVE OFFICER
Mr. Russell Berrie, Chairman and Chief Executive Officer of the Company,
was party to an employment arrangement with the Company that provided for
compensation, in 1995, consisting of a base salary at an annual rate of $350,000
and a bonus equal to 1% of the Company's net income after taxes ("Incentive
Compensation"). 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
1996, the Committee and Mr. Berrie concluded that his base compensation should
be increased by 4% to $364,000 plus the Incentive Compensation.
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, for three executive
officers, 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, after discussion with Mr. Berrie, has
followed a policy of determining increases in base compensation based
principally upon the Company's and the individual executive officer's
performance. In 1995, two executive officers, Mr. Jimmy Hsu, who was promoted to
Vice Chairman of the Board of Directors in July 1995, and Mr. Ricky Chan, who
was promoted to Senior Vice President -- Product Development in July 1995,
received (in July 1995) 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 1995, 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 32% to
40% of base compensation. Three of the executive officers named in the Summary
Compensation Table received restricted stock awards under the Stock Option and
Restricted Stock Plans covering shares having a fair market value (measured at
the date of grant) equal to 33.3% of 80% of base compensation. 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 or other factors deemed relevant by the Compensation Committee. 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 personnel participate and are paid if
the Company exceeds certain pre-tax profit levels from its
6
<PAGE> 10
core domestic business. Participants are eligible to receive a maximum award
ranging from 50% (in the case of certain 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 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. For 1995, cash bonuses were paid to eligible personnel. (See also
"Summary Compensation Table".)
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, William A. Landman and Sidney Slauson, 1995 Members
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1995, the Compensation Committee consisted of Messrs. Benaroya, Landman
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, was of counsel, until June 30, 1995, to Rosner and Feltman, a law
firm which, until June 30, 1995, provided legal services to the Company. Until
June 30, 1995, such law firm received a retainer of $9,167 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>
Base
Period Return Return Return Return Return
Company/Index Name 1990 1991 1992 1993 1994 1995
- ------------------ ------ ------ ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
RUSS BERRIE & CO. INC. $100 $135.26 $195.73 $170.42 $160.26 $153.62
S&P 500 INDEX 100 130.47 140.41 154.56 156.60 215.45
PEER GROUP 100 164.24 189.20 227.56 182.88 196.08
</TABLE>
Assumes $100 invested December 31, 1990 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., First Years, Inc. (formerly, 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, 1996, 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 6,720 *
Russell Berrie(3)......................................... 11,545,103 11,547,047 53.4
Paul Cargotch............................................. -0- 17,051 *
A. Curts Cooke(4)......................................... 23,064 43,700 *
Jimmy Hsu(4).............................................. 46,582 64,556 *
Ilan Kaufthal............................................. -0- -0- *
Charles Klatskin.......................................... 3,100 30,100 *
Joseph Kling.............................................. -0- -0- *
William A. Landman........................................ 15 3,015 *
Sidney Slauson............................................ 11,250 26,250 *
Bernard H. Tenenbaum(4)................................... 6,615 18,964 *
Charles Klatskin and Sidney Slauson, as co-trustees under
trusts for the Benefit of Scott Berrie(5)............... 115,158 115,158 *
Leslie Berrie, Russell Berrie and Myron Rosner, as
co-trustees under The Leslie Berrie 1993 Trust(6)....... 126,541 126,541 *
All directors and officers as a group (16
persons)(3)(4)(7)....................................... 11,878,298 12,073,138 55.4
</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, 4, 5 and 6 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) 9,703,542 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 such trust, (b) 1,000,000 shares held of record by The
Russell Berrie 1995 Annuity Trust, of which Mr. Berrie is the grantor and a
trustee possessing sole voting and dispositive power (other than to Mr.
Berrie) as to the shares held by such trust, (c) 150 shares held of record
by Mr. Berrie as custodian for one of his daughters, and (d) 1,944 options
held by Mr. Berrie's spouse and of which options and underlying shares Mr.
Berrie disclaims beneficial ownership. Does not include shares of Common
Stock held beneficially and of record by The Russell Berrie Foundation
(171,200 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 of which Mr. Berrie disclaims beneficial
ownership.
9
<PAGE> 13
(4) Includes shares awarded under the Company's Stock Option and Restricted
Stock Plans which are not vested as of March 1, 1996, as follows: 15,675
shares for Mr. Cooke; 14,436 shares for Mr. Hsu; 5,977 shares for Mr.
Tenenbaum; and 36,088 shares for all directors and officers as a group.
(5) Charles Klatskin and Sidney Slauson, as co-trustees, share power to vote and
dispose of these shares, but disclaim beneficial ownership of these shares.
(6) 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.
(7) Includes shares held by trusts included in the table.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 1, 1996, 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 of Common Stock outstanding so owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- --------------------------------------------------------------------- ------------------ --------
<S> <C> <C>
Russell Berrie (1)................................................... 11,547,047 53.4
111 Bauer Drive
Oakland, New Jersey 07436
John Hancock Mutual Life Insurance Company (2)....................... 1,965,417 9.1
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
</TABLE>
- ---------------
(1) Includes (a) 9,703,542 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 such trust, (b) 1,000,000 shares held of record by The
Russell Berrie 1995 Annuity Trust, of which Mr. Berrie is the grantor and a
trustee possessing sole voting and dispositive power (other than to Mr.
Berrie) as to the shares held by such trust, (c) 150 shares held of record
by Mr. Berrie as custodian for one of his daughters, and (d) 1,944 options
held by Mr. Berrie's spouse and of which options and underlying shares Mr.
Berrie disclaims beneficial ownership. Does not include shares of Common
Stock held beneficially and of record by The Russell Berrie Foundation
(171,200 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 of which Mr. Berrie disclaims beneficial
ownership. (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. Based on information provided by John Hancock Mutual
Life Insurance Company as of February 29, 1996.
10
<PAGE> 14
EXECUTIVE COMPENSATION
The following table sets forth compensation for the years ended December
31, 1995, 1994 and 1993 paid to or accrued for the benefit of the Chief
Executive Officer and the other four most highly compensated executive officers
of the Company as of December 31, 1995:
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($)(2) SARS(SHARES) SATION(3)
- ---------------------------------- ---- -------- -------- ------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Russell Berrie,................... 1995 $350,000 $170,400 $25,392 -0- -0- $260,610
Chairman of the Board and 1994 350,000 58,270 27,489 -0- -0- 260,396
Chief Executive Officer 1993 400,000 136,820 27,489 -0- -0- 272,180
A. Curts Cooke,................... 1995 292,507 121,458 10,430 $ 77,990 6,807 4,500
President and Chief 1994 263,520 5,068 10,102 -0- 4,428 3,806
Operating Officer 1993 263,520 132,612 9,542 140,547 3,978 19,415
Jimmy Hsu,........................ 1995 281,200 120,915 5,253 72,311 6,311 4,500
Vice Chairman of the Board 1994 225,000 4,327 5,710 -0- 3,529 3,806
1993 210,000 105,678 6,289 112,010 3,170 19,404
Paul Cargotch,.................... 1995 167,500 69,551 4,876 -0- 4,872 4,500
Vice President and 1994 150,000 2,885 5,102 -0- 4,033 3,806
Chief Financial Officer 1993 150,000 75,485 3,816 -0- 3,396 15,286
Bernard H. Tenenbaum,............. 1995 164,500 68,305 3,194 43,863 3,828 4,500
Vice President -- 1994 150,000 2,885 3,121 -0- 2,521 3,806
Corporate Development 1993 150,000 27,085 2,851 -0- 3,000 7,356
</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 1995, 1994 and 1993,
(ii) Mr. Cooke's personal use of a Company car (valued at $3,083 in 1995,
$3,083 in 1994 and $2,917 in 1993), and the premium ($4,319) paid by the
Company for each of years 1995 and 1994 on Mr. Cooke's behalf for long term
disability insurance, (iii) Mr. Hsu's personal use of a Company car (valued
at $2,960 in 1995, $2,917 in 1994 and $2,917 in 1993), the 1994 premium
($1,771) paid by the Company on Mr. Hsu's behalf for long term disability
insurance, and the 1993 imputed interest value ($1,873) of a loan made to
Mr. Hsu by the Company, (iv) Mr. Cargotch's personal use of a Company car
(valued at $2,960 in 1995, $2,917 in 1994 and $2,917 in 1993), and (v) Mr.
Tenenbaum's personal use of a Company car (valued at $2,960 in 1995, $2,917
in 1994 and $2,749 in 1993). All salary and bonus payments are reported for
the year in which they are earned.
(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. 34,584 shares of restricted stock were held by the named executive
officers at December 31, 1995 with an aggregate value as of such date of
$436,624 (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,
1995, the last day of the Company's last completed fiscal year). At December
31, 1995, the value of Mr. Cooke's holdings was $217,062, Mr. Hsu's was
$179,288 and Mr. Tenenbaum's was $40,274. The number of shares of restricted
stock awarded in 1995
11
<PAGE> 15
to Messrs. Cooke, Hsu and Tenenbaum is 5,672, 5,259 and 3,190, respectively.
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. 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) $256,110 paid in 1995, $256,590 paid in 1994
and $256,995 paid in 1993 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 1993 and 1994, and
contributions under the 401(k) Plan during 1995. 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. (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.
------------------------
401(k) PLAN
In February 1995, the Company amended its existing retirement plan (a
defined contribution plan) to convert such retirement plan to a plan based on
employees' pretax 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 $9,500 in 1996) of their compensation, on a pretax basis, to the
401(k) Plan. Employees' contributions are invested in one or more of three 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
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 -- Chief Executive Officer", "Summary Compensation Table" 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
current compensation level for a period of 3 years. (See also "Certain
Transactions".)
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 $175,000 in 1996. In addition, the
agreement provides that in the event of a change of control of the Company, Mr.
Tenenbaum will be entitled to receive his salary, bonus and benefits for a
period of 3 years. The agreement may be terminated with or without cause and
shall terminate on death or disability. If Mr. Tenenbaum is terminated without
cause, he is entitled to receive his accrued bonus, if any, to the date of his
termination in an amount equal to 50% of his base salary to the date of
termination and, for a period of 12 months following such termination, his base
salary and the continuation of employee benefit plans. If Mr. Tenenbaum is
terminated due to death,
12
<PAGE> 16
disability or for cause, he is not entitled to receive any salary or other
payments or benefits after the date of his death, disability or termination for
cause.
1995 OPTION GRANTS
The following table sets forth the options granted to the named officers in
the Summary Compensation Table of the Company during the year ended December 31,
1995.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF STOCK
---------------------------------------- PRICE APPRECIATION
PERCENT OF TOTAL FOR 10 YEAR OPTION
OPTIONS OPTIONS GRANTED EXERCISE OR TERM
GRANTED TO EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME (#)(1) IN FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ------------------------------- ------- ---------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Russell Berrie................. -0- -0- -0- -0- -0- -0-
A. Curts Cooke................. 6,807 2.60 $ 13.75 1/3/05 $ 58,862 $ 149,168
Jimmy Hsu...................... 6,311 2.41 13.75 1/3/05 54,573 138,299
Paul Cargotch.................. 4,872 1.86 13.75 1/3/05 42,129 106,765
Bernard H. Tenenbaum........... 3,828 1.46 13.75 1/3/05 33,102 83,887
</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.
AGGREGATED OPTION/SAR EXERCISES IN 1995 AND
YEAR-END OPTION/SAR VALUES
The following table sets forth option and SAR exercises during 1995 and
year-end option and SAR values for the named officers in the Summary
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, 1995
($12.625).
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END($)
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- 15,718/6,807 -0-/-0-
Jimmy Hsu................. -0- -0- 14,014/6,311 -0-/-0-
Paul Cargotch............. -0- -0- 12,179/4,872 -0-/-0-
Bernard H. Tenenbaum...... 6,000 $23,460 8,521/3,828 $375/-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
13
<PAGE> 17
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, 1995 was $8,281,000. 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.
(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.
------------------------
As of March 1, 1996, Mr. Cooke, President, Chief Operating Officer and a
Director, had repaid in full all amounts outstanding under a loan previously
made to him by the Company. The highest outstanding balance of such loan since
January 1, 1995 was $41,174. As of March 1, 1996, Mr. Hsu, Vice Chairman and a
Director, was indebted to the Company in the aggregate amount of $124,883, which
is also the highest outstanding balance of the loan since January 1, 1995. As of
March 1, 1996, Mr. Tenenbaum, Vice President -- Corporate Development and a
Director, had repaid in full all amounts outstanding under a loan previously
made to him by the Company. The highest outstanding balance of such loan since
January 1, 1995 was $3,129. The proceeds of these borrowings were used by
Messrs. Cooke, Hsu and Tenenbaum 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). From January 1995 until January 1996, the
Company has occupied only a portion of the office space in this building
(approximately 10% of the building). After January 1996 and in connection with
the sale of the
14
<PAGE> 18
business of the Company's subsidiary, Papel/Freelance, Inc., the portion of the
Dayton, New Jersey property, previously occupied by that subsidiary
(approximately 10% of such property), was sublet. Currently, the Company
occupies approximately 46% of the Dayton, New Jersey property as warehouse
space. 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, including the facilities in Dayton, New Jersey and Lakeland, Florida.
During 1995, Mr. Klatskin and companies affiliated with Mr. Klatskin received
from the Company, directly or indirectly, $39,804 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.
Until June 30, 1995, the Company paid $9,167 per month to Rosner and
Feltman, a law firm which, until June 30, 1995, provided legal services to the
Company. Mr. Slauson, a Director of the Company, was of counsel, until June 30,
1995, 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
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, 1995, all filing requirements applicable to its officers,
directors and greater than ten percent shareholders were complied with on a
timely basis except that Messrs. Berrie, Chan and Landman filed late a report on
Form 4, Form 3 and Form 4, 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 1996.
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
15
<PAGE> 19
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 1997 Annual Meeting of Shareholders, proposals of shareholders intended
to be presented at such meeting must be received by the Company on or before
November 23, 1996. 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, 1996
16
<PAGE> 20
PROXY
RUSS BERRIE AND COMPANY, INC.
111 Bauer Drive
Oakland, New Jersey 07436
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Russell Berrie, A. Curts Cooke and Jimmy Hsu,
and each of them severally, as proxies of the undersigned, each with the power
to appoint his substitute, and hereby authorizes them to represent and to vote
as designated below all the shares of Common Stock of Russ Berrie and Company,
Inc. held of record by the undersigned on March 8, 1996, at the Annual Meeting
of Shareholders to be held on April 24, 1996 and any adjournment thereof.
Election of Directors. Nominees: (Change of Address/Comments)
Raphael Benaroya, Russell Berrie, A. Curts Cooke,
----------------------------
Jimmy Hsu, Ilan Kaufthal, Charles Klatskin, Joseph
----------------------------
Kling, William A. Landman, Sidney Slauson and
----------------------------
Bernard H. Tenenbaum
----------------------------
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
9149
/X/ Please mark your votes as in this example.
1. ELECTION OF DIRECTORS TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR SUCCESSORS SHALL HAVE BEEN ELECTED AND
QUALIFIED.
FOR nominees listed on the WITHHOLD AUTHORITY to
front of this card (except as vote for all nominees listed on
marked to the contrary below). 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
