SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Unitel Video, 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), or 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed Maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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.
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(4) Date Filed:
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-2-
<PAGE>
UNITEL VIDEO, INC.
855 Tenth Avenue
New York, New York 10019
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, FEBRUARY 14, 1996
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Unitel
Video, Inc., a Delaware corporation (the "Company"), will be held at the offices
of Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, 18th Floor,
New York, New York 10036, on Wednesday, February 14, 1996, at 11:00 A.M., for
the purpose of considering and acting upon the following matters:
1. The election of two Class II directors to serve until the 1999
Annual Meeting of Stockholders and until their respective successors are
elected and qualified.
2. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 22, 1995
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to vote at the meeting. A
complete list of the stockholders entitled to vote will be available for
inspection by any stockholder during the meeting. In addition, the list will be
open for examination by any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting at the office of the Secretary of the Company, located at 855 Tenth
Avenue, New York, New York 10019.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the attached proxy statement for further information with
respect to the business to be transacted at the meeting. The Board of Directors
urges you to sign, date and return the enclosed proxy promptly. You are
cordially invited to attend the meeting in person. The return of the enclosed
proxy will not affect your right to vote in person if you do attend the meeting.
KAREN CEIL LAPIDUS,
Secretary
December 29, 1995
<PAGE>
UNITEL VIDEO, INC.
855 Tenth Avenue
New York, New York 10019
---------------
PROXY STATEMENT
---------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Unitel Video, Inc. (the "Company") for use
at the Company's 1996 Annual Meeting of Stockholders (the "Meeting"), which will
be held on the date, at the time and place and for the purposes set forth in the
foregoing notice, and at any adjournment or postponement thereof. This proxy
statement, the foregoing notice and the enclosed proxy are first being sent to
stockholders of the Company (the "Stockholders") on or about December 29, 1995.
The Board of Directors does not intend to bring any matter before the
Meeting except as specifically indicated in the notice and does not know of
anyone else who intends to do so. If any other matters properly come before the
Meeting, however, the persons named in the enclosed proxy, or their duly
constituted substitutes acting at the Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters. If the
enclosed proxy is properly executed and returned prior to voting at the Meeting,
the shares represented thereby will be voted in accordance with the instructions
marked thereon. In the absence of instructions, the shares will be voted "FOR"
the election of the two nominees for director named herein.
Any proxy may be revoked at any time prior to its exercise by notifying the
Secretary in writing, by delivering a duly executed proxy bearing a later date
or by attending the Meeting and voting in person.
VOTING SECURITIES AND SECURITY OWNERSHIP
Voting Securities
At the close of business on December 22, 1995, the record date fixed for
the determination of Stockholders entitled to notice of and to vote at the
Meeting, there were 2,626,565 outstanding shares of the Company's Common Stock,
its only class of voting securities. Each share of Common Stock entitles the
record holder thereof to one vote. The presence at the Meeting, in person or by
proxy, of a majority of such outstanding shares of Common Stock will constitute
a quorum. Proxies submitted which contain abstentions or broker non-votes will
be deemed present at the Meeting in determining the presence of a quorum.
The affirmative vote of a plurality of votes cast at the Meeting is
required to elect directors. Shares of Common Stock that are voted to abstain
with respect to any matter will be considered cast with respect to that matter.
Shares subject to broker non-votes with respect to any matter will not be
considered cast with respect to that matter.
Share Ownership of Certain Beneficial Owners and Management
The following table sets forth information at December 22, 1995 with
respect to each person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), who is known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock. Unless otherwise indicated, each beneficial owner
named below has sole voting and dispositive power with respect to the shares of
Common Stock indicated as beneficially owned by such owner.
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
------------------- --------------------- -----------
<S> <C> <C>
Herbert Bass................................................... 237,552 (1)(2) 9.0%
146 Waters Edge
Admiral's Cove
Jupiter, Florida 33477
Alex Geisler................................................... 266,826 (2)(3) 10.2%
131 Regatta Drive
Admiral's Cove
Jupiter, Florida 33477
Dimensional Fund Advisors Inc.................................. 184,000 (4) 7.0%
1299 Ocean Avenue
Santa Monica, California 90401
</TABLE>
- ----------
(1) Includes 2,000 shares subject to presently exercisable stock options.
(2) Includes 62,173 unallocated shares held by the Company's 401(k) Employee
Savings and Stock Ownership Plan (the "Savings Plan") as to which Herbert
Bass, Alex Geisler, John Hoffman and Barry Knepper, Senior Vice
President-Finance and Administration of the Company, as co-trustees, share
the power to vote.
(3) Includes 2,000 shares subject to presently exercisable stock options,
57,193 shares held by Jean Z. Geisler (Mr. Geisler's wife) as trustee for
the benefit of the Geislers' children and 67,234 shares held by Mrs.
Geisler, with respect to all of which shares Mr. Geisler has sole voting
and dispositive power. Mr. and Mrs. Geisler disclaim beneficial ownership
as to the 57,193 shares held by Mrs. Geisler as trustee.
(4) Pursuant to a Schedule 13G, as amended, filed by Dimensional Fund Advisors
Inc. ("DFA") with the Securities and Exchange Commission, DFA has indicated
that all shares listed in the table above opposite its name are owned by
advisory clients of DFA, no one of which, to DFA's knowledge, owns more
than 5% of the Company's Common Stock. DFA has indicated that it has sole
dispositive power with respect to all such shares of Common Stock, that it
has sole voting power with respect to 123,100 of such shares and that
certain of its officers, who also serve as officers of DFA Investment
Dimensions Group Inc. (the "Fund") and The DFA Investment Trust Company
(the "Trust"), each an open-end management investment company registered
under the Investment Company Act of 1940, vote 51,200 additional shares of
Common Stock which are owned by the Fund and 9,700 shares of Common Stock
which are owned by the Trust.
The following table sets forth information at December 22, 1995 with
respect to the beneficial ownership of the Company's Common Stock by (a) each
director and each nominee for election as a director of the Company, (b) each
executive officer named in the Summary Compensation Table under the caption
"EXECUTIVE COMPENSATION" and (c) all directors and executive officers of the
Company as a group (13 persons). Unless otherwise indicated, each person named
below and each person in the group named below has sole voting and investment
power with respect to the shares of Common Stock indicated as beneficially owned
by such person or group.
2
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
----------------------- --------------------- -----------
<S> <C> <C>
Herbert Bass................................................... 237,552 (1) 9.0%
Alex Geisler................................................... 266,826 (2) 10.2%
John Hoffman................................................... 112,965 (3) 4.3%
Walter G. Arader............................................... 32,000 (4) 1.2%
Philip S. Birsh................................................ 4,000 (5) *
Barry Knepper.................................................. 108,637 (6) 4.1%
David Micciulla................................................ 15,392 (7) *
Richard Clouser................................................ 48,566 (8) 1.8%
Mark Miller................................................... 7,175 (9) *
Rita Sitnick................................................... 6,498 (10) *
Richard Mandeberg.............................................. 498 (11) *
All directors and executive officers as a group (13 persons)... 661,197 (12) 24.4%
</TABLE>
- ----------
* Less than one percent.
(1) See footnotes (1) and (2) above to the first table under the caption "Share
Ownership of Certain Beneficial Owners and Management" for information as
to the beneficial ownership by Mr. Bass of the Company's Common Stock.
(2) See footnotes (2) and (3) above to the first table under the caption "Share
Ownership of Certain Beneficial Owners and Management" for information as
to the beneficial ownership by Mr. Geisler of the Company's Common Stock.
(3) Includes 28,600 shares issuable to Mr. Hoffman pursuant to presently
exercisable stock options and 3,501 shares allocated to Mr. Hoffman and
held in his account under the Savings Plan. Also includes 62,173
unallocated shares held by the Savings Plan. See footnote (2) to the first
table above under the caption "Share Ownership of Certain Beneficial Owners
and Management."
(4) Includes 24,000 shares issuable to Mr. Arader pursuant to presently
exercisable stock options.
(5) Includes 4,000 shares issuable to Mr. Birsh pursuant to presently
exercisable stock options.
(6) Includes 25,600 shares issuable to Mr. Knepper pursuant to presently
exercisable stock options, 4,164 shares allocated to Mr. Knepper and held
in his account under the Savings Plan, 2,100 shares held by Mr. Knepper in
an Individual Retirement Account and 4,700 shares purchasable by Mr.
Knepper under the Company's Employee Stock Purchase Plan (the "Purchase
Plan"). Also includes 62,173 unallocated shares held by the Savings Plan.
See footnote (2) to the first table above under the caption "Share
Ownership of Certain Beneficial Owners and Management."
(7) Includes 8,000 shares issuable to Mr. Micciulla pursuant to presently
exercisable stock options, 492 shares allocated to Mr. Micciulla and held
in his account under the Savings Plan and 4,700 shares purchasable by Mr.
Micciulla under the Purchase Plan.
(8) Includes 26,500 shares issuable to Mr. Clouser pursuant to presently
exercisable stock options, 1,443 shares allocated to Mr. Clouser and held
in his account under the Savings Plan and 4,700 shares purchasable by Mr.
Clouser under the Purchase Plan. Also includes 10,100 shares issuable to
Mr. Clouser's wife pursuant to presently exercisable stock options, 1,123
shares allocated to his wife and held in her account under the Savings Plan
and 4,700 shares purchasable by her under the Purchase Plan. Mr. Clouser
disclaims beneficial ownership of all shares owned by his wife.
(9) Includes 975 allocated to Mr. Miller and held in his account under the
Savings Plan and 4,700 shares purchasable by Mr. Miller under the Purchase
Plan.
(10) Includes 6,000 shares issuable to Ms. Sitnick pursuant to presently
exercisable stock options and 498 shares allocated to Ms. Sitnick and held
in her account under the Savings Plan.
(11) Includes 498 shares allocated to Mr. Mandeberg and held in his account
under the Savings Plan.
(12) Includes 100,700 shares issuable to executive officers and directors of the
Company pursuant to presently exercisable stock options and 42,300 shares
purchasable by executive officers of the Company under the Purchase Plan.
During the Company's fiscal year ended August 31, 1995, Walter Arader filed
a late Form 4, and Herbert Bass, Alex Geisler, Walter Arader, Philip Birsh, John
Hoffman, Richard Clouser and Rita Sitnick each filed a late Form 5, in each case
with regard to one reportable transaction.
3
<PAGE>
ELECTION OF DIRECTORS
The Company's By-Laws fix the number of directors of the Company at seven
and provide that the Board of Directors shall be divided into three classes,
designated as Class I, Class II and Class III, each class to be as equal in
number as possible. There are presently two directors in each of Class I and II
and three directors in Class III. At each Annual Meeting of Stockholders,
directors are chosen to succeed those in the class whose term expires at such
Annual Meeting.
Subsequent to the fiscal year ended August 31, 1995, John Hoffman, a Class
II director whose term of office expires at the Meeting and the election and
qualification of his successor, informed the Board of Directors that he would
not stand for re-election. In accordance with the Company's By-Laws and in order
to maintain each class of directors as equal in number as possible, Barry
Knepper, a Class III director whose term of office would have continued until
the 1997 Annual Meeting of Stockholders and the election and qualification of
his successor, agreed to be reclassified as a Class II director and to stand for
re-election at the Meeting. The number of directors comprising the Board will be
reduced to six, consisting of three classes of two directors each.
Accordingly, at the Meeting Stockholders will elect two Class II directors
to serve for a term of three years, until the 1999 Annual Meeting of
Stockholders and the election and qualification of their respective successors.
Unless otherwise directed, proxies will be voted for the election of David
Micciulla and Barry Knepper as Class II directors.
Each of the nominees has indicated a willingness to serve as a director of
the Company. In the event that any of the nominees should become unavailable or
unable to serve for any reason, the persons named in the enclosed proxy will
vote for one or more alternate nominees as the Board of Directors may recommend.
The following table sets forth certain information about each nominee and
each director whose term of office will continue after the Meeting:
<TABLE>
<CAPTION>
Class of Director Term
Name Director Age Since Expires
---- -------- ---- -------- -------
<S> <C> <C> <C> <C>
Nominees:
- ---------
David Micciulla ................................... II 40 1995* 1996
Barry Knepper ..................................... II 45 1995* 1996
Directors whose term of office
will continue after the Meeting:
- --------------------------------
Walter G. Arader .................................. I 75 1981 1998
Philip S. Birsh ................................... I 37 1992 1998
Herbert Bass ...................................... III 66 1969 1997
Alex Geisler III 72 1969 1997
</TABLE>
- ----------
* In May 1995 the number of directors comprising the entire Board of
Directors of the Company was increased to seven and Messrs. David Micciulla
and Barry Knepper were elected to fill the newly created directorships.
Principal Occupations and Directorships Held by Directors of the Company
Messrs. Bass and Geisler have served as directors of the Company since its
founding in 1969. Mr. Bass served as President of the Company and Mr. Geisler as
Executive Vice President of the Company from 1969 until 1989, when they became
Co-Chairmen and Co-Chief Executive Officers. On August 11, 1993, they
relinquished their duties as Co-Chief Executive Officers and, in accordance with
their employment agreements with the Company, on September 1, 1993 they became
consultants to the Company.
Mr. Arader has been a director of the Company since March 1981 and has been
Chairman and Chief Executive Officer of Walter G. Arader & Associates, a
financial and management consulting firm, since January 1, 1993. For more than
five years prior thereto, Mr. Arader was Chairman and Chief Executive Officer of
the financial and management consulting firm of Arader, Herzig & Associates,
4
<PAGE>
Inc. Mr. Arader is a former Commissioner of the Pennsylvania Securities
Commission and a former Secretary of Commerce of the Commonwealth of
Pennsylvania. Mr. Arader is a director of HMG/Courtland, Inc.
Mr. Birsh has been a director of the Company since April 1992 and Publisher
of Playbill Incorporated, which publishes "Playbill" Magazine, and President and
Publisher of Racing Today Publishing Inc., which publishes a variety of racing
magazines, since March 1992. In January 1992, Mr. Birsh became President of AJP
Realty Corp., a real estate investment company. From May 1989 to February 1992,
Mr. Birsh was Senior Vice President and director of the private business group
of Kidder Peabody & Co. Incorporated, and for the nine years prior to May 1989,
Mr. Birsh was with Drexel Burnham Lambert Incorporated. At his departure in
1989, Mr. Birsh was a vice president in the mergers and acquisitions department.
Mr. Micciulla has been President and a director of the Company since May
1995. Mr. Micciulla served as President of the Unitel-New York and Windsor Video
divisions of the Company from April 1994 to May 1995, as General Manager of
Unitel-New York from June 1992 to April 1994 and as Vice President-Finance and
Controller of Editel-New York from March 1987 to May 1992.
Mr. Knepper has been Senior Vice President-Finance and Administration and a
director of the Company since May 1995. Mr. Knepper has served as the Company's
Chief Financial Officer since 1982 and has served as its Treasurer since 1983.
Meetings and Committees of the Board of Directors
The Board of Directors held eight meetings during the fiscal year ended
August 31, 1995. Each of the directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and of the committees on which he
served which were held during the Company's last fiscal year.
The Board of Directors has a Compensation Committee, a Stock Option
Committee and an Audit Committee, the members of which, in each case, are
Messrs. Arader and Birsh. The Board of Directors does not have a Nominating
Committee. The entire Board of Directors considers questions relating to
nominations for directors. The Compensation Committee and the Stock Option
Committee, the functions of which are described below under the caption
"Compensation Committee and Stock Option Committee Report on Executive
Compensation," met once during the fiscal year ended August 31, 1995. The
principal functions of the Audit Committee, which did not meet during the fiscal
year ended August 31, 1995, are to recommend to the Board of Directors the
appointment of independent auditors, to review the performance and scope of
audit and non-audit services to be performed by the independent auditors, to
review the adequacy of internal auditing and accounting procedures and to
supervise investigation of matters relating to corporate procedures and
controls.
Compensation of Directors
Directors who are not employees of the Company receive $2,500 each fiscal
quarter and $1,000 for each Board of Directors' meeting and each committee
meeting attended. Pursuant to the terms of the 1992 Stock Option Plan of the
Company (the "1992 Plan") each director of the Company who is not an employee of
the Company or any subsidiary of the Company is automatically granted an option
to purchase 1,000 shares of Common Stock on May 1 of each year during the term
of the 1992 Plan. During the fiscal year ended August 31, 1995, Messrs. Arader,
Birsh, Bass and Geisler were each granted an option under the 1992 Plan to
purchase 1,000 shares of Common Stock at an exercise price per share, in each
instance, of $7.00, the fair market value per share of Common Stock on the date
of grant.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain summary information concerning
compensation with respect to each person who served as the Company's chief
executive officer during the fiscal year ended August 31, 1995 and each of the
Company's four other most highly compensated executive officers:
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Awards
Annual ------
Compensation Securities All Other
Name and --------------------------- Underlying Compen-
Principal Position Year Salary ($) Bonus (1)($) Options (#) sation ($)
------------------ ---- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
John Hoffman ....................... 1995 $179,663 $1,600 (2)
Former President 1994 178,975 977
and Chief 1993 178,062 1,733
Executive Officer
David Micciulla .................... 1995 $150,577 $60,000 10,000 $1,600 (2)
President and 1994 114,972 47,267 977
Chief Executive 1993 95,000 43,250
Officer
Richard Clouser .................... 1995 $173,916 $69,300 $1,600 (2)
President, Mobile 1994 173,250 69,300 977
Division 1993 168,026 1,469
Mark Miller ........................ 1995 $166,009
President, Unitel - 1994 161,853
Hollywood Division 1993 138,981 $13,286
Rita Sitnick ....................... 1995 $147,584 $1,600 (2)
Former President, 1994 147,018 977
Editel - New York 1993 144,568 751
Division
Richard Mandeberg .................. 1995 $143,004 $1,600 (2)
Former President, 1994 142,668 977
Editel - Chicago 1993 136,925 751
Division
</TABLE>
- ----------
(1) Bonus compensation is shown for the fiscal year in which earned.
(2) Includes the value, as at August 31, 1995, of shares of Common Stock
allocated to such executive officer under the Company's Savings Plan during
the fiscal year ended August 31, 1995.
Employment and Severance Arrangements
The Company has provided that in the event that Mr. Knepper or Mr. Clouser
is terminated as an employee within one year following a change of control of
the Company, the Company will pay him severance in an amount equal to his
aggregate compensation for the six-month period preceding such termination. In
addition, upon such termination all stock options granted to him would become
immediately exercisable.
John Hoffman is a party to an agreement with the Company dated as of July
19, 1995 pursuant to which he serves as a consultant to the Company. The
agreement provides for a term ending on June 4, 1998. Mr. Hoffman is entitled to
receive a consulting fee during the remainder of the term of the agreement at
the rate of $44,743.75 per annum. In addition, Mr. Hoffman is entitled to
participate in the Company's health, medical, dental, life and accident
insurance plans or programs that are generally available to the Company's
executives.
Mark Miller is a party to an employment agreement with the Unitel-Hollywood
division of the Company dated as of August 31, 1995 pursuant to which he serves
as President of that division. The agreement provides for a term ending on
October 10, 1996. Mr. Miller is entitled to receive a base salary at the rate of
$170,000 per annum until April 10, 1996 and at the rate of $175,000 per annum
for the remainder of the term of the agreement. In addition, Mr. Miller is
entitled to receive bonus compensation for all fiscal years of the Company, and
portions thereof, during the term of the agreement, commencing with the fiscal
year ending August 31, 1996, in an amount equal to 5% of the pre-tax net income
6
<PAGE>
of the Unitel-Hollywood division for the applicable fiscal year (pro-rated for
portions of fiscal years). Mr. Miller is provided with an automobile and related
expense allowance and is entitled to participate in the Company's benefit plans
as in effect from time to time.
Stock Options
The following table sets forth certain information concerning the grant to
David Micciulla during the fiscal year ended August 31, 1995 of stock options
under the 1992 Plan. No options were granted to any other executive officer of
the Company named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
--------------------------------- Annual Rates of
Number of Percent of Stock Price
Securities Total Options Appreciation For
Underlying Granted to Exercise Option Term
Options Employees Price Expiration ---------------------
Name Granted (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- -------------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
David Micciulla ....... 10,000 30.8% $7.00 5/7/05 $44,023 $111,562
</TABLE>
The following table sets forth certain information with respect to the
executive officers named in the Summary Compensation Table concerning the number
and value of unexercised options held as of the end of the Company's fiscal year
ended August 31, 1995. No stock options were exercised by any of such executive
officers during such fiscal year.
AGGREGATED FISCAL 1995 YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Fiscal Year End at Fiscal Year End
(#) ($)
------------------ ------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------------ ------------------
<S> <C> <C>
John Hoffman .......................... 28,600 / 3,400 $ 8,125 / 0
David Micciulla ....................... 8,000 / 12,000 0 / 0
Richard Clouser ....................... 26,500 / 5,000 3,476 / 0
Mark Miller ........................... 0 / 0 0 / 0
Rita Sitnick .......................... 6,000 / 4,000 0 / 0
Richard Mandeberg (1) ................. 9,000 / 6,000 0 / 0
</TABLE>
- ----------
(1) Mr. Mandeberg ceased to be employed by the Company subsequent to August 31,
1995. Pursuant to the terms of the 1992 Plan, all of the stock options set
forth opposite Mr. Mandeberg's name have expired.
Compensation Committee and Stock Option Committee
Report on Executive Compensation
The Compensation Committee of the Board of Directors, which consists of
Walter G. Arader and Philip S. Birsh, determines the salaries, bonuses and other
compensation (other than stock options), of the Company's executive officers.
The Stock Option Committee of the Board of Directors is authorized to grant
incentive and non-qualified stock options to key employees of the Company,
including executive officers, under the 1992 Plan and to administer all of the
Company's stock option plans.
The primary objectives of the Company's executive compensation structure
are to maintain executive compensation at competitive levels to retain qualified
personnel and to reward individuals for their respective contributions to the
Company's success. Bonuses are granted in order to reward and acknowledge
employees for, among other things, individual initiative and achievement. The
grant of stock options is intended to provide executives with a stake in the
7
<PAGE>
long-term success of the Company and to coordinate executives' and stockholders'
long-term interests by creating a direct link between a portion of executive
compensation and increases in the market price of the Company's Common Stock.
A number of factors are considered in determining compensation of
executives, such as historical financial results, anticipated revenues and
earnings for the next fiscal year, individual contributions to, and length of
service with, the Company, compensation levels at other companies (both within
and outside the Company's industry), and equity and fairness within the top
levels of management. Decisions on executive officer compensation are, however,
primarily subjective. No pre-determined weight is generally assigned to any of
the factors mentioned above. A guideline in determining bonus compensation for
division presidents and other designated executive officers has historically
been the achievement of budgeted sales and earnings levels, but no other
specific corporate performance related targets are otherwise used and the
achievement of such goals is not, in all cases, determinative of whether an
executive officer will receive bonus compensation or the amount of such
compensation.
The salary of John Hoffman, former President and Chief Executive Officer of
the Company, during fiscal 1995 was substantially the same as in fiscal 1994 and
reflected the Compensation Committee's determination that the Company's results
of operations during fiscal 1994 did not warrant an increase in his base salary
rate for fiscal 1995. Mr. Hoffman was not granted a bonus for fiscal 1995. Mr.
Micciulla was elected President and Chief Executive Officer of the Company
during fiscal 1995. His base salary rate was set by the Compensation Committee
at the time of his election after consideration of a number of the factors set
forth above, but was primarily based upon a review of historical compensation
levels of senior executives of the Company and of the performance by Mr.
Micciulla as President of the Unitel-New York and Windsor Video divisions of the
Company. Mr. Micciulla's bonus compensation for fiscal 1995 was earned pursuant
to a bonus arrangement adopted during fiscal 1995, at which time Mr. Micciulla
served as President of the Unitel-New York and Windsor Video divisions of the
Company. Under the bonus arrangement, Mr. Micciulla was entitled to receive a
bonus equal to 40% of his base salary rate in effect at the commencement of
fiscal 1995 if the Unitel-New York, Windsor Video and Windsor New Media
divisions of the Company achieved actual levels of earnings before interest,
taxes, depreciation and amortization in excess of goals set at the commencement
of fiscal 1995. The bonus earned by Mr. Micciulla reflects achievement of those
goals.
The Stock Option Committee also awarded to Mr. Micciulla an option to
purchase 10,000 shares of Common Stock contemporaneously with his election as
President of the Company. The grant was made to provide Mr. Micciulla with
long-term incentive opportunity and to coordinate a portion of his compensation
with the market price of the Company's Common Stock. Consistent with the
Company's historical practice, the option is presently exercisable as to 20% of
the shares of Common Stock subject to the option and will become exercisable as
to an additional 20% on each of the next four anniversaries of the date of
grant.
The Compensation Committee
The Stock Option Committee
------------------------
Walter G. Arader
Philip S. Birsh
Performance Graph
The following graph compares the yearly change in the cumulative total
return on the Company's Common Stock for the five fiscal years ended August 31,
1995 with (i) Media General Financial Services' American Stock Exchange Market
Value Index and (ii) a peer group consisting of companies within the three-digit
Standard Industrial Classification Code for Motion Picture Production and Allied
Services. The companies, which either compete with the Company in one of its
service areas or are engaged in related fields, are Northwest Teleproductions,
Inc., The Todd-AO Corporation and Carlton Communications PLC. The comparison
assumes an investment of $100 on September 1, 1990 in the Company and in each of
the comparison groups and that all dividends were reinvested.
8
<PAGE>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
[The following table was represented by a graph in the printed material.]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
UNITEL VIDEO, INC. 100 127.45 178.43 129.41 98.04 100.00
PEER GROUP 100 135.61 182.32 203.15 232.56 291.08
AMEX MARKET INDEX 100 114.77 121.79 142.28 143.64 171.98
</TABLE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act, that might incorporate future filings, including this Proxy Statement, in
whole or in part, the information set forth above under the captions
"Compensation Committee and Stock Option Committee Report on Executive
Compensation" and "Performance Graph" shall not be incorporated by reference
into any such filings.
Certain Transactions
The Company is a party to a consulting agreement (each, an "Agreement")
with each of Messrs. Herbert Bass and Alex Geisler, directors and former
Co-Chairmen and Co-Chief Executive Officers of the Company. The Agreements
provide for Messrs. Bass and Geisler to serve as consultants to the Company
through August 31, 1996. Each of the consultants received compensation for
services rendered during the Company's last fiscal year of $125,000 and is
entitled to receive compensation at the rate of $125,000 per year through August
31, 1996. The Agreements also provide each of the consultants with disability
payments, life insurance and fringe benefits that are generally available to the
Company's executives. Beginning no later than September 1, 1996, each of the
consultants is entitled to receive retirement benefits for the rest of his life
at an annual rate equal to 35% of his average annual compensation from the
Company during the three consecutive years of his highest average compensation.
These retirement benefits are payable for a minimum of 10 years and will be paid
to the consultant's estate in the event of his death prior to August 31, 2006.
However, the retirement benefits are not payable in the event that death
precedes retirement. Each consultant also is entitled to receive non-competition
payments of $50,000 per annum for the 10 years following the terms of the
Agreements.
Susan Devlin, wife of Richard Clouser, President of the Company's Mobile
division, was employed by the Company during the fiscal year ended August 31,
1995 as a vice president of its Mobile division and, during fiscal year 1995,
was paid a salary of $131,755 and earned bonus compensation of $52,500.
9
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Grant Thornton as the
Company's principal certified public accountants for the fiscal year ending
August 31, 1996. A representative of Grant Thornton is expected to be present at
the Meeting with the opportunity to make a statement if he or she desires to do
so. The representative is also expected to be available to respond to
appropriate questions of stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company by August 30, 1996 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy relating to that meeting.
SOLICITATION OF PROXIES
The Company will bear the cost of the solicitation of proxies for the
Meeting, including the cost of preparing, assembling and mailing proxy
materials, the handling and tabulation of proxies received and charges of
brokerage houses and other institutions, nominees and fiduciaries in forwarding
such materials to beneficial owners. The solicitation may be made in person or
by telephone or telegraph by directors, officers and regular employees of the
Company, or by a professional proxy solicitation organization engaged by the
Company.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO BARRY
KNEPPER, SENIOR VICE PRESIDENT-FINANCE AND ADMINISTRATION, AT THE ADDRESS OF THE
COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY STATEMENT.
KAREN CEIL LAPIDUS,
Secretary
December 29, 1995
10
<PAGE>
UNITEL VIDEO, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS--FEBRUARY 14, 1996
The undersigned stockholder of UNITEL VIDEO, INC. (the "Company"), revoking
all previous proxies, hereby appoints HERBERT BASS and BARRY KNEPPER, and each
of them acting individually, as the attorney and proxy of the undersigned, with
full power of substitution and resubstitution, to vote all shares of Common
Stock of the Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company, to be
held at 11:00 A.M. at the offices of Parker Chapin Flattau & Klimpl, LLP, 1211
Avenue of the Americas, 18th Floor, New York, New York 10036 on February 14,
1996, and at any adjournment or postponement thereof, provided that said proxies
are authorized and directed to vote as indicated with respect to the following
matters:
1. | | FOR the two nominees for directors named below.
| | WITHHOLD AUTHORITY to vote for both of the nominees for directors
named below.
| | FOR both of the nominees for directors named below, except
withhold authority to vote for the nominee whose name is lined
through. Nominees: DAVID MICCIULLA; BARRY KNEPPER.
2. To vote on such other business as may properly come before the meeting.
<PAGE>
This Proxy is solicited on behalf of the Board of Directors. Unless
otherwise specified, the shares will be voted "FOR" the election of the nominees
for director. This Proxy also delegates discretionary authority to the proxies
to vote with respect to any other business which may properly come before the
meeting and at each adjournment or postponement thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting, Proxy Statement and Annual Report of Unitel Video, Inc.
Dated: _________________________ , 1996
_______________________________________
Signature of Stockholder
_______________________________________
Signature of Stockholder
NOTE: Please sign this Proxy exactly as
the name(s) appear in the address. When
signing as attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such. If the
stockholder is a corporation, please
sign with full corporate name by duly
authorized officer or officers. Where
stock is held in the name of two or
more persons, all such persons should
sign.
Please sign, date and return this Proxy
in the enclose postage-paid envelope.
