<PAGE>
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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Moore Medical Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Moore Medical Corporation
------------------------------------------------------------------------
(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:
Notes:
<PAGE>
[LETTERHEAD OF MOORE MEDICAL CORP. APPEARS HERE]
---------------------------------------------
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------
Dear Shareholder,
The Annual Meeting of the Shareholders of Moore Medical Corp. will be held at
the Renaissance New York Hotel, 714 Seventh Avenue, New York, New York on
Wednesday, May 17, 1995 at 11:00 am to:
(1) elect a Board of six directors; and
(2) act on such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 29, 1995 as
the record date for determining shareholders entitled to notice of and vote at
the meeting.
Joseph Greenberger,
Secretary
April 7, 1995
- - --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please sign, date and
mail the accompanying proxy card.
- - --------------------------------------------------------------------------------
<PAGE>
[LETTERHEAD OF MOORE MEDICAL CORP. APPEARS HERE]
-----------------------------------
PROXY STATEMENT FOR
1995 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------
General Information
Proxies in the form enclosed are being solicited by the board of directors of
Moore Medical Corp. (the "Company") for use at the 1995 Annual Meeting of
Shareholders to be held at 11:00 a.m. on Wednesday, May 17, 1995 at the
Renaissance New York Hotel, 714 Seventh Avenue, New York, NY or any adjournments
thereof (the "Meeting"). Properly executed proxies received prior to or at the
Meeting will be voted. If a shareholder specifies how the proxy is to be voted,
it will be so voted. If no specification is made, it will be voted FOR the
election of the six directors nominated by management. The Company is not aware
of any other matter intended to be presented for consideration at the Meeting.
If other matters properly come before the Meeting, it is the intention of the
persons named in the proxy to vote on them in their discretion. There are
currently no other matters scheduled to come before the Meeting.
Shares Entitled to Vote
Holders of record of the Company's Common Stock at the close of business on
March 29, 1995 (the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were 2,858,799 shares of Common Stock
outstanding, each entitled to one vote. This Proxy Statement is being released
on or about April 7, 1995 to all holders of Common Stock on the Record Date. The
stock ledger of the Company (arranged alphabetically, showing the address of
each shareholder entitled to vote at the meeting and the number of shares
registered in the shareholder's name) will be available for inspection at the
offices of Greenberger & Forman, 1370 Avenue of the Americas, New York, New York
10019, by any shareholder for any purpose germane to the Meeting during ordinary
business hours from May 5, 1995 until the Meeting date.
Proxies and Revocation of Proxies
Execution and delivery of a proxy will not affect a shareholder's right to
attend the Meeting and vote in person. A shareholder in whose name shares are
registered as of the Record Date and who has given a proxy may revoke it at any
time before it is voted by executing and delivering a written revocation to the
Secretary of the Company, by execution and delivery of a later dated proxy or by
attending the Meeting and voting by ballot (which has the effect of revoking the
prior proxy). Attendance at the Meeting, however, will not in and of itself
revoke a proxy.
A shareholder who is a beneficial owner, but not a registered owner, as of the
Record Date, cannot vote his or her shares except by the shareholder's broker,
bank or nominee in whose name the shares are registered executing and delivering
a proxy on his or her behalf or the shareholder attending the Meeting with a
proxy or other authorization to vote from the registered owner and voting.
1
<PAGE>
Cost of Proxy Solicitation
Brokers, banks and other nominees will be reimbursed by the Company for their
out-of-pocket and other reasonable clerical expenses incurred in obtaining
instructions from beneficial owners of the Company's Common Stock. D.F. King &
Co., Inc. will assist the Company in soliciting proxies, for which it will be
paid a fee of $4,000. Solicitations of proxies may, in certain instances, also
be made personally or by telephone by directors, officers and a few employees of
the Company.
PRINCIPAL HOLDERS OF COMMON STOCK
The following are believed by the Company to be holders of more than 5% of its
outstanding Common Stock and by all Directors and Executive Officers as a group,
as of March 1, 1995:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address: Shares Outstanding
- - ---------------- --------- -----------
<S> <C> <C>
Wilmer J. Thomas, Jr...................... 246,243 8.6%
272 Undermountain Road
Salisbury, CT 06068
All Directors and Executive............... 367,164 (1) 12.8% (1)
Officers as a Group
(9 in number)
</TABLE>
(1) Includes 38,250 shares underlying stock options granted to executive
officers that are exercisable within 60 days. For information regarding
beneficial ownership of the Company's Common Stock by each of its directors
and executive officers, see "Certain Information Regarding Management's
Nominees" and "Executive Officers".
2
<PAGE>
ELECTION OF DIRECTORS
There are six directors proposed to be elected at the 1995 Annual Meeting of
Shareholders to hold office until the next Annual Meeting of Shareholders and
until their successors are elected and qualified. Those six nominees receiving a
plurality of votes, assuming that a quorum is present, will be elected.
Nominating Procedures
The Company's by-laws provide that any shareholder entitled to vote for the
election of directors may nominate persons for election as directors only if
such shareholder has given written notice of such shareholder's intent to make
such nominations, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Company not later than 60 days before the date
of an annual meeting and not less than seven days after the date on which notice
of a special meeting is first given to shareholders. Each such notice shall set
forth:
(a) The name and address of the shareholder who intends to make the
nominations and of the person or persons to be nominated;
(b) A representation that the shareholder is a holder of record of stock
of the Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice;
(c) A description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which nominations are to be made
by the shareholder;
(d) Such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission; and
(e) The consent of each nominee to serve as a director of the Company if
so elected.
The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
The Company has not received notice of nominations other than those proposed by
management.
3
<PAGE>
Certain Information Regarding Management's Nominees
The following table gives information as of March 1, 1995 concerning
management's nominees. All of management's nominees are now members of the Board
of Directors whose current term of office expires at the election of their
successors at the Meeting. Management has no reason to believe that any nominee
will be unable to serve. If any nominee should not be available, the persons
named in the proxies will vote for a substitute nominee designated by the
Nominating Committee of the Board of Directors.
<TABLE>
<CAPTION>
Principal
Occupation
and Business Director Number Percent of
Name Age Experience since of Shares Outstanding
- - ---- --- ------------ -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Mark E. Karp 48 President (Chief 1989 74,401(1) 2.6%
Executive Officer)
since January 1,
1991. Member of
Executive Committee,
since February
1989. President
(Chief Operating Officer)
from February 1989 to
January 1991.
Steven Kotler 48 President of Wertheim 1977 15,320(2) .5%
Schroder & Co.
Incorporated (investment
bankers). Chairman
of Executive Committee
and member of Audit,
Nominating and Stock
Option Committees.
Director of Del Labora-
tories, Inc. (cosmetics
and drugs); Oak Hill
Sportswear Corporation
(sportswear manufacturer).
A member of the Board of
Governors of the American
Stock Exchange.
Robert H. Steele 56 Senior Vice President of 1981 3,500 .1%
John Ryan Company
(financial marketing)
since 1992. President of
RHS Consulting, Inc.
(business consulting)
from January 1991-
1992. Chairman and
CEO of Dollar Dry
Dock Bank from
January 1985 to December
1990. Director of NLC
Companies (insurance),
Scan Optics, Inc. (data
entry equipment), and the
New York Mercantile Exchange.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Peter C. Sutro 64 Retired. From 1987 to 1979 -- --
1991, President of M.P.I.
Satellite (Italia) S.p.A.
(marketing and importing
of satellite television
reception equipment to
Europe). Director of Oak
Hill Sportswear Corporation.
Wilmer J. Thomas, Jr. 68 Private investor and 1979 246,243 8.6%
financial consultant.
Member of Executive,
Audit, Nominating and
Stock Option Committees.
Director, Vice Chairmen
and Treasurer of Inter-
national Controls Corp.
since 1989 and prior
thereto director of Checker
Motors Corp. (automotive
parts and trailers).
Director of Oak Hill
Sportswear Corporation.
Daniel K. Wassong 63 Chairman, President and 1994 1,000 --
Chief Executive Officer of
Del Laboratories, Inc.
(cosmetics and drugs)
since 1992; and
President and Chief Executive
Officer thereof from
1968-1992. Director
of Southern Union Company
(gas utility).
</TABLE>
(1) Includes 5,000 shares owned by Mr. Karp that are subject to forfeiture and
20,000 shares underlying options that are exercisable within sixty days.
(See "Employment Agreement and Change of Control Arrangement.")
(2) Excludes 300 shares owned by Mr. Kotler's wife, in which he disclaims a
beneficial interest.
Meetings of Board and Committees
The Board of Directors held four meetings during 1994. Mr. Wassong attended
less than 75% of those meetings. The Board has an Executive Committee, an Audit
Committee, a Nominating Committee and a Stock Option Committee. The Executive
Committee has all the authority which, under the Delaware General Corporation
Law, may be delegated to such a Committee; it has also been delegated the
functions of a Compensation Committee. The Executive Committee held four formal
meetings and several informal meetings during 1994. The Audit Committee
recommends the firm of independent public accountants to be engaged as the
Company's auditors and participates in such accounting reviews as it deems
appropriate. It held two meetings during 1994. The Stock Option Committee is
authorized to award stock options. It held two meetings during 1994. The
Nominating Committee recommends to the Board management's nominees for election
as directors. The Nominating Committee held two meetings during 1994.
5
<PAGE>
Fees Paid to Directors
A director who is not also a salaried officer is paid a fee of $8,000 per
annum plus $1,000 for each Board meeting attended. A member of the Executive
Committee who is not a salaried officer is paid an additional $1,000 per annum
for services in such capacity. A member of the Audit Committee who is not a
salaried officer is paid another $2,000 per annum for services in such capacity.
In addition, in 1994, Mr. Kotler received $50,000 as Chairman of the Executive
Committee, and Mr. Thomas received $50,000 under a consulting arrangement with
the Company pursuant to which Mr. Thomas consults with the Company's senior
officers with respect to financial and transactional matters.
Executive Officers
The Company has three executive officers other than the Chief Executive
Officer. Their ages, business experience over the last five years and the number
of shares of the Company's Common Stock owned by each of them as of March 1,
1995, are set forth below:
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
- - ---- --- ---------- --------- -----------
<S> <C> <C> <C> <C>
John E. Dillaway 39 Senior Vice President - 6,450(1) .2%
Sales and Marketing since
1994; Vice President -
Sales and Marketing
from 1990-1994.
Kenneth S. Kollmeyer 45 Senior Vice President - 6,250(2) .2%
Operations since 1992;
Vice President - Distribution,
1989-1992.
John A. Murray 51 Vice President and 14,000(3) .5%
Chief Financial Officer of
the Company since 1988.
</TABLE>
(1) Includes 6,000 shares underlying stock options that are exercisable within
60 days.
(2) Consists of 6,250 shares underlying stock options that are exercisable
within 60 days. Excludes 500 shares owned by Mr. Kollmeyer's wife in which
he disclaims beneficial interest.
(3) Includes 6,000 shares underlying stock options that are exercisable within
60 days. Excludes 2,000 shares owned by Mr. Murray's wife in which he
disclaims beneficial interest.
6
<PAGE>
Executive Compensation
The following table summarizes for the Company's fiscal year ended December
31, 1994, and for the two prior fiscal years, compensation earned by the Chief
Executive Officer and each executive officer of the Company who served in such
capacity on December 31, 1994 and whose total annual compensation exceeded
$100,000 in the Company's most recent fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
-------------------------------------- ------------------------
All Other
Other Annual Restricted Securities Compensation
Name and Bonus($) Compensation($) Stock Underlying ($)
Principal Position Year Salary ($) (1) (2) Award($) Options(#) (3)
- - ------------------ ---- ---------- -------- --------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Mark E. Karp, 1994 $363,492 $ 54,865 $114,660(4) -- -- $ 9,085
Chief Executive 1993 346,500 74,324 86,237(4) -- -- 11,572
Officer 1992 335,740 126,500 -- $118,750(5) 50,000(5) 11,391
John E. Dillaway, 1994 136,165 14,104 -- -- -- 9,120
Senior Vice
President-Sales
and Marketing(6)
Kenneth S. Kollmeyer,
Senior Vice 1994 152,924 16,796 -- -- -- 9,019
President- 1993 141,083 35,315 -- -- 4,000(7) 9,849
Operations 1992 120,370 25,627 -- -- 3,000(7) 6,707
John A. Murray, 1994 148,774 14,629 -- -- -- 8,830
Chief Financial 1993 139,064 31,383 -- -- 3,000(7) 9,748
Officer 1992 128,995 28,228 -- -- 3,000(7) 6,684
</TABLE>
(1) Mr. Karp's bonuses were paid in accordance with his employment agreement
and were based on the Company's earnings. Messrs. Dillaway's, Kollmeyer's
and Murray's bonuses were paid under a plan which provides managerial and
supervisory employees with bonuses based primarily on the Company's
earnings.
(2) Other annual compensation was less than 10% of the named executive
officer's salary and bonus other than with respect to Mr. Karp for 1993 and
1994.
(3) "All Other Compensation" consists of the Company's contribution to the
named officer's retirement account under the Company's defined contribution
plan.
(4) Included in Mr. Karp's other annual compensation for 1993 and 1994 is
$65,497 and $94,313, respectively, which represents the fair market value
of restricted shares of the Company's Common Stock issued to Mr. Karp to
compensate him for the Company's contributions that could not be made on
his behalf to the Company's qualified retirement plans due to salary
limitations imposed by the Internal Revenue Code. No other component of
other annual compensation exceeds 25% of the total.
(5) In November 1992, as an inducement to enter into an amended and restated
employment agreement, Mr. Karp was issued 10,000 shares of the Company's
Common Stock, which are subject to certain restrictions and risks of
forfeiture. (See "Employment Agreement and Change of Control Arrangement.")
He was also granted options to purchase 50,000 shares of Common Stock,
42,500 of which were granted under the Company's Incentive Stock Option
Plan.
(6) Mr. Dillaway became an executive officer during fiscal year 1994.
(7) Such options were granted under the Company's Incentive Stock Option Plan.
7
<PAGE>
Employment Agreement and Change of Control Arrangement
Mark E. Karp has an employment agreement, as amended and restated in November
1992 (the "Employment Agreement"), for a term ending December 31, 1996. Under
the Employment Agreement, Mr. Karp's annual base salary is $382,016 for 1995,
and it is subject to annual increases of the greater of 5% or the increase in
the consumer price index from year to year. The Employment Agreement provides
for annual bonuses if the Company's pre-tax earnings, before extraordinary items
(as defined in the Employment Agreement), exceed a specified amount. The
Employment Agreement also provides that, if there is a change of control (as
defined in the Employment Agreement) and Mr. Karp's remaining term of his
employment is not extended to at least three years from the change in control or
there are certain changes in his duties, the Company will pay Mr. Karp, if he
elects to terminate his employment, three times the average of his prior five
years' compensation. To induce Mr. Karp to enter into the Employment Agreement,
the Company granted him stock options for 50,000 exercisable at $11.75 a share
(the closing price on the day of the grant) and issued to him 10,000 shares of
restricted Common Stock. Said restricted stock is not transferrable and is
subject to forfeiture if Mr. Karp does not remain in the Company's employ until
certain dates. The risk of forfeiture and the restriction on transferability
terminated with respect to 2,500 shares on each of December 31, 1993 and 1994,
and terminates with respect to 2,500 shares on each of December 31, 1995 and
1996. Under the Agreement, Mr. Karp is entitled to receive restricted shares of
the Company's Common Stock having a market value approximating the amount the
Company would have contributed to Mr. Karp's retirement account if the Company's
retirement plans did not have the salary limitations imposed by the Internal
Revenue Code for qualified retirement plans.
Defined Benefit Plans
The Company has a noncontributory, defined benefit pension plan (the "Plan").
Under the Plan, retirement benefits are based on the number of years of service
(up to a maximum of 25 years) multiplied by the sum of (i) 1.25% of the
employee's average base compensation during the highest consecutive five years,
and (ii) 0.6% of such compensation in excess of earnings for Social Security
benefits as promulgated in an Internal Revenue Service "Covered Compensation
Table Number 1." The Plan is a "Qualified Plan" within the meaning of the
Internal Revenue Code. Under Internal Revenue Code guidelines for a qualified
plan, no more than $150,000 (as may change from time to time) of cash
compensation may be considered in calculating benefits payable under the Plan.
Normal retirement is at age 65 and the Plan has a lump-sum payment option.
The following table shows the estimated annual benefits payable under the Plan
upon retirement at age 65 to persons in specified remuneration and years-of-
service classifications.
<TABLE>
<CAPTION>
Average Highest
Consecutive Years of Service
5 Years' --------------------------------------------------------
Compensation 10 Years 15 Years 20 Years 25 Years
- - --------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$125,000 $19,795 $29,693 $39,590 $49,488
$150,000 $24,294 $36,441 $48,588 $60,735
</TABLE>
Mr. Karp will have 41 years of service, Mr. Dillaway will have 43 years of
service, Mr. Kollmeyer will have 26 years of service, and Mr. Murray will have
20 years of service, assuming retirement from the Company at age 65.
8
<PAGE>
Stock Options
No stock options were granted during 1994. The Company has no Stock
Appreciation Rights Plan. In its last fiscal year, the Company did not reprice
any options that were previously granted.
The following table sets forth information concerning options exercised during
the fiscal year ended December 31, 1994 and the number of unexercised options
held by the named executive officers at the end of such fiscal year:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised In-the-Money
Shares Options at Options at
Acquired Fiscal Year-End (#) Fiscal Year-End($)
On Value ------------------------------ ------------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp,
Chief Executive -- -- 20,000 30,000 $27,500 $41,250
Officer
John E. Dillaway,
Senior Vice
President -- -- 5,250 3,750 $40,684 $16,676
Kenneth S.
Kollmeyer, -- -- 5,500 4,500 $41,308 $18,548
Senior Vice
President
John A. Murray,
Chief Financial 4,000 $12,950 5,250 3,750 $40,684 $16,676
Officer
</TABLE>
Compensation Committee Interlocks and Insider Participation
The members of the Board's Executive Committee, which performs the functions
of a compensation committee, are Steven Kotler (Chairman), Mark E. Karp and
Wilmer J. Thomas, Jr. Mr. Karp, who is the Company's Chief Executive Officer,
did not participate in any of the Executive Committee's discussions of its
recommendations to the Board regarding his compensation.
Executive Committee's Compensation Report
Mr. Karp's 1994 compensation, including bonus, was determined pursuant to the
terms of his employment agreement which was amended and restated in November,
1992. (See "Employment Agreement and Change of Control Arrangement.")
In November 1992, the Executive Committee (the "Committee") recommended to the
Board that the Company extend, and the Board approved an extension of, Mr.
Karp's employment as Chief Executive Officer for four years, from January 1,
1993 through December 31, 1996, under an amended and restated employment
agreement (the "Employment Agreement"). In formulating its recommendation to the
Board for the terms of Mr. Karp's Employment Agreement, the Committee considered
the recommendation of an executive compensation consultant retained
9
<PAGE>
by the Company, the Company's performance under Mr. Karp's tenure as Chief
Executive Officer, his prior compensation, the compensation paid to chief
executive officers by other companies, and its judgment of compensation terms
appropriate to retain his services and motivate his performance for the long-
term benefit of the Company. Pursuant to the Committee's recommendation, Mr.
Karp's compensation under the Employment Agreement is comprised of a specified
base salary, a bonus based on the Company's pre-tax earnings (before certain
extraordinary items) exceeding certain specified levels, and an equity
participation through a stock award and stock option grants. See "Employment
Agreement and Change of Control Arrangement" and "Executive Compensation-
Summary Compensation Table."
Approximately 13% of Mr. Karp's 1994 cash compensation consisted of a bonus
determined, pursuant to his employment agreement, by the Company's pre-tax
earnings exceeding a specified amount for the year. Mr. Karp's 1994 bonus was,
and his future bonuses (if any) will be, directly related to the Company's pre-
tax earnings (before certain extraordinary items) exceeding certain specified
levels. The value of the shares awarded and the stock options granted to Mr.
Karp in connection with the Employment Agreement will be directly related to the
stock market performance of the Company's Common Stock.
The Company relies upon Mr. Karp, its Chief Executive Officer, to establish
management compensation levels, including the compensation of the Company's
three other executive officers, John E. Dillaway, Kenneth S. Kollmeyer and John
A. Murray, none of whom has an employment agreement. In 1994, each said
executive officer's compensation consisted of a salary, and of a bonus based on
the Company's bonus plan covering managerial and supervisory personnel. In
establishing their salaries, Mr. Karp considered compensation paid to executives
by other companies, his judgment of each executive officer's value to the
Company compared with that of other employees and each executive officer's
performance. Their bonuses were determined pursuant to the bonus plan, under
which all executive officers' bonuses were based on the Company's earnings. Such
bonuses constituted approximately 9% of the total cash compensation earned by
the three executive officers for 1994. See "Executive Compensation-Summary
Compensation Table."
Executive Committee:
Mark E. Karp
Steven Kotler
Wilmer J. Thomas, Jr.
10
<PAGE>
Performance Graph
The graph below compares the cumulative total shareholders' return of the
Common Stock of the Company for the last five years with the American Stock
Exchange Composite Index and the Standard & Poor's Drug and Proprietary-
Wholesale Distribution Index ("S&P Drugs"). The graph plots the value of a $100
investment on December 31, 1989, assuming that all dividends were reinvested.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG MOORE MEDICAL CORP., AMEX INDEX AND S&P DRUGS
<CAPTION>
Moore
Measurement period Medical AMEX S&P
(Fiscal Year Covered) Corp. Index Drugs
- - --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
1989 $ 100 $ 100 $ 100
1990 $ 44.000 $ 81.511 $ 108.007
1991 $ 42.667 $ 104.511 $ 130.091
1992 $ 160.000 $ 105.616 $ 140.720
1993 $ 145.333 $ 126.230 $ 166.940
1994 $ 140.000 $ 114.728 $ 214.957
</TABLE>
11
<PAGE>
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1996 ANNUAL MEETING
Shareholders may present proposals for inclusion in the Company's 1996 Proxy
Statement provided they are received by the Company no later than December 4,
1995 and are in compliance with applicable Securities and Exchange Commission
regulations. Shareholder nominations of persons for election as directors are
subject to the notice requirements described above under the caption "Election
of Directors -- Nominating Procedures."
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT
Price Waterhouse LLP is the independent public accountant for the Company. A
representative of Price Waterhouse LLP is expected to be present at the 1995
Annual Meeting of Shareholders and will be available to answer appropriate
questions.
Dated: April 7, 1995
A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED DECEMBER 31, 1994 WITHOUT CHARGE BY WRITING TO: CHIEF
FINANCIAL OFFICER, MOORE MEDICAL CORP., P.O. BOX 1500, NEW BRITAIN, CONNECTICUT
06050.
12
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MOORE MEDICAL CORP. - ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 17, 1995
The undersigned hereby appoints JOHN A. MURRAY and JOSEPH GREENBERGER, and
each of them, with the power of substitution, and as proxies to represent the
undersigned at the Annual Meeting of Shareholders to be held at the Renaissance
New York Hotel, 714 Seventh Avenue, New York, New York on May 17, 1995, at 11:00
A.M., and at any adjournment thereof, and to vote all the shares of stock the
undersigned would be entitled to vote if personally present at the meeting as
indicated on the reverse side.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHOLD NOMINEES: Mark E. Karp,
ALL NOMINEES AUTHORITY TO VOTE Stephen Kotler,
(SEE INSTRUCTION) FOR ALL NOMINEES Robert H. Steele,
Peter C. Sutro,
1.ELECTION OF Wilmer J. Thomas, Jr.,
DIRECTORS [_] [_] Dan K. Wassong.
Instruction: To withhold authority to vote for any nominee(s), print the name(s)
on the line below.
- - --------------------------------------------------------------------------------
2.IN THEIR DISCRETION THE PROXIES
ARE AUTHORIZED to vote upon
such OTHER business as may
properly come before the
meeting.
The shares represented by this proxy will be voted as directed. IF NO
CONTRARY INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED FORTHE ELECTION OF
DIRECTORS.
SIGNATURE(S)__________________________________________ DATE _____________
NOTE REGARDING SIGNATURE: Please sign and date as name appears hereon and return
promptly. Joint owners should each sign. When signing as Corporate Officer,
Partner, Executor, Administrator, Trustee or Guardian, please give full title.
Please note any change in your address alongside the address as it appears
hereon.
