<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>
[LOGO HEADER OF MOORE MEDICAL CORP. APPEARS HERE]
389 JOHN DOWNEY DRIVE . NEW BRITAIN, CONNECTICUT 06050
NOTICE OF 1996 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 15, 1996 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 27, 1996 as
the record date for determining shareholders entitled to notice of and vote at
the meeting.
Joseph Greenberger,
Secretary
April 5, 1996
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please sign, date and
mail the accompanying proxy card.
- --------------------------------------------------------------------------------
<PAGE>
[LOGO HEADER OF MOORE MEDICAL CORP. APPEARS HERE]
-----------------------------------
PROXY STATEMENT FOR
1996 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 1996 Annual Meeting of
Shareholders to be held at 11:00 a.m. on Wednesday, May 15, 1996 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 27, 1996 (the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were 2,900,761 shares of Common Stock
outstanding, each entitled to one vote. This Proxy Statement is being released
on or about April 5, 1996 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 3, 1996 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, 1996:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address: Shares Outstanding
- ----------------- --------- -----------
<S> <C> <C>
Wilmer J. Thomas, Jr. .........................................246,243 8.5%
272 Undermountain Road
Salisbury, CT 06068
Sun Trust Banks, Inc. as Parent Holding........................145,000 5.0%
Company for: Sun Trust Banks of Florida, Inc.
25 Park Place, N.E.
Atlanta, Georgia 30303
All Directors and Executive....................................388,294 (1) 13.4% (1)
Officers as a Group
(9 in number)
</TABLE>
(1) Includes 44,000 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 1996 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, 1996 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 49 President (Chief 1989 89,781(1) 3.1%
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 49 President and Chief Executive 1977 15,320(2) .5%
Officer of Schroder Wertheim
& Co. Incorporated (investment
bankers). Chairman of
Executive Committee
and member of Audit,
Nominating and Stock Option
Committees. Director of Del
Laboratories, Inc. (cosmetics
and drugs); Oak Hill
Sportswear Corporation
(formerly a sportswear
manufacturer). A member
of the Board of Governors
of the American Stock
Exchange.
Robert H. Steele 57 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), and
Scan Optics, Inc. (data
entry equipment).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Occupation
and Business Director Number Percent of
Name Age Experience since of Shares Outstanding
- ---- --- ------------ -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Peter C. Sutro 65 Retired. From 1987 to 1979 2,000 .1%
1991, President of M.P.I.
Satellite (Italia) S.p.A.
(marketing and importing
of satellite television
reception equipment to
Europe).
Wilmer J. Thomas, Jr. 69 Private investor and 1979 246,243 8.5%
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 64 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 2,500 shares owned by Mr. Karp that are subject to forfeiture and
30,000 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 1995. No director 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 three formal
meetings and several informal meetings during 1995. 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 one meeting during 1995. The Stock Option Committee is
authorized to award stock options. It held no meetings during 1995. The
Nominating Committee recommends to the Board management's nominees for election
as directors and for officers. The Nominating Committee held two meetings during
1995.
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 1995, 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 beneficially owned by each of them as of
March 1, 1996, are set forth below:
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
- ---- --- ------------ --------- -----------
<S> <C> <C> <C> <C>
John E. Dillaway 40 Senior Vice President - 7,950(1) .3%
Sales and Marketing since
1994; Vice President -
Sales and Marketing
from 1990-1994.
Kenneth S. Kollmeyer 46 Senior Vice President - 8,000(2) .3%
Operations since 1992;
Vice President - Distribution,
1989-1992.
John A. Murray 52 Vice President and 14,500(1) .5%
Chief Financial Officer of
the Company since 1988.
</TABLE>
(1) Includes 4,500 shares underlying stock options that are exercisable within
60 days.
(2) Includes 5,000 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.
6
<PAGE>
Executive Compensation
The following table summarizes for the Company's fiscal year ended December
30, 1995, 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 30, 1995 and whose total annual compensation exceeded
$100,000 in the Company's most recent fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------------- -----------
All Other
Other Annual Securities Compensation
Name and Bonus($) Compensation($) Underlying ($)
Principal Position Year Salary ($) (1) (2) Options(#) (3)
- ------------------ ---- --------- --------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp, 1995 $381,666 -- $ 80,593(4) -- $ 9,000
Chief Executive 1994 363,492 $54,865 114,660(4) -- 9,085
Officer 1993 346,500 74,324 86,237(4) -- 11,572
John E. Dillaway, 1995 157,770 -- -- -- 9,000
Senior Vice 1994 136,165 14,104 -- -- 9,120
President-Sales
and Marketing(5)
Kenneth S. Kollmeyer, 1995 160,030 -- -- -- 9,000
Senior Vice 1994 152,924 16,796 -- -- 9,019
President- 1993 141,083 35,315 -- 4,000(6) 9,849
Operations
John A. Murray, 1995 154,710 -- -- -- 9,000
Chief Financial 1994 148,774 14,629 -- -- 8,830
Officer 1993 139,064 31,383 -- 3,000(6) 9,748
</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,
1994 and 1995.
(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, 1994 and 1995 is
$65,497, $94,313 and $58,572 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) Mr. Dillaway became an executive officer during fiscal year 1994.
(6) 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 $401,117 for
1996, 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 shares 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, 1994, and 1995 and
terminates with respect to the remaining 2,500 shares on December 31, 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 $60,735
</TABLE>
Mr. Karp will have 41 years of service, Mr. Dillaway will have 43 years of
service, Mr. Kollmeyer will have 26 years of service, and Mr. Murray will have
20 years of service, assuming retirement from the Company at age 65.
8
<PAGE>
Stock Options
No stock options were granted to any named executive officer during 1995.
The Company has no Stock Appreciation Rights Plan. In its last fiscal year, the
Company did not reprice any options that were previously granted.
The following table sets forth information concerning options exercised
during the fiscal year ended December 30, 1995 and the number of unexercised
options and the imputed value thereof held by the named executive officers at
the end of such fiscal year:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End (#) Fiscal Year-End($)
Acquired ---------------------------- ----------------------------
On Value
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp,
Chief Executive -- -- 30,000 20,000 -- --
Officer
John E. Dillaway,
Senior Vice
President 3,000 $22,875 3,750 2,250 $11,430 $3,930
Kenneth S.
Kollmeyer, 3,000 $16,500 4,250 2,750 $11,490 $3,990
Senior Vice
President
John A. Murray,
Chief Financial 3,000 $15,000 3,750 2,250 $11,430 $3,930
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 1995 compensation 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. Mr. Karp earned no
bonus for 1995. See "Employment Agreement and Change of Control Arrangement"
and "Executive Compensation - Summary Compensation Table."
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. For 1995, each executive
officer's compensation consisted solely of salary. 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.
Each executive officer participates in the Company's bonus plan which is based
upon the Company's earnings. No bonuses were earned for 1995. 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 Drug Distribution"). The graph plots the
value of a $100 investment on December 31, 1990, assuming that all dividends
were reinvested.
[GRAPH APPEARS HERE]
Comparative Analysis
Total Shareholder Return
Prepared for
MOORE MEDICAL CORPORATION
<TABLE>
<CAPTION>
Five Year Total Return
-----------------------------------------------------------------
1990 1991 1992 1993 1994 1995
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Moore Medical Corp. 100 96.97 363.636 330.303 318.182 260.606
Peer Group 100 121.03 129.831 153.196 197.156 236.091
American Stock Exch. Index 100 128.205 129.568 154.852 140.734 177.929
</TABLE>
The following chart shows the cumulative total shareholder return on a $100
investment over the time periods indicated.
The Peer Group consists of the companies within Standard & Poor Corporations SIC
code #5122 (Drugs and Propietary - Wholesale group).
Prepared by D.F. King & Co., Inc.
11
<PAGE>
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1997 ANNUAL MEETING
Shareholders may present proposals for inclusion in the Company's 1997
Proxy Statement provided they are received by the Company no later than December
4, 1996 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 1996
Annual Meeting of Shareholders and will be available to answer appropriate
questions.
Dated: April 5, 1996
A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED DECEMBER 30, 1995 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 15, 1996
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 15, 1996, 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
all nominees authority to vote
(see instruction) for all nominees
1. ELECTION OF [ ] [ ]
DIRECTORS
Nominees: Mark E. Karp, Steven Kotler,
Robert H. Steele, Peter C. Sutro,
Wilmer J. Thomas, Jr.,
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 FOR the 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.
