<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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $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:
- ---------
[_] 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 APPEARS HERE]
---------------------------------------------
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------
Dear Shareholders,
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 21, 1997 to at 11:00 a.m.
(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 April 2, 1997 as
the record date for determining shareholders entitled to notice of and vote at
the meeting.
Joseph Greenberger,
Secretary
April 21, 1997
- --------------------------------------------------------------------------------
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
1997 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 1997 Annual Meeting of
Shareholders to be held at 11:00 a.m. on Wednesday, May 21, 1997 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.
Shares Entitled to Vote
Holders of record of the Company's Common Stock at the close of business on
April 2, 1997 (the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were 2,929,194 shares of Common Stock
outstanding, each entitled to one vote. This Proxy Statement is being released
on or about April 21, 1997 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 11, 1997 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 April 2, 1997:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address: Shares Outstanding
---------------- --------- -----------
<S> <C> <C>
Heartland Advisors, Inc...............341,000 (2) 12.0%
790 North Milwaukee Street
Milwaukee, WI 53202
Hollybank Investment, LP..............315,100 (2) 10.8%
One Financial Center, Suite 1600
Boston, MA 02111
FMR Corp..............................290,100 (2) 10.0%
82 Devonshire Street
Boston, MA 02109
Wilmer J. Thomas, Jr..................246,243 8.0%
272 Undermountain Road
Salisbury, CT 06068
The TCW Group, Inc....................240,700 (2) 8.0%
865 South Figueroa Street
Los Angeles, CA 90017
Dimensional Fund Advisors, Inc........146,300 (2) 5.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All Directors and Executive...........418,462 (1) 7.0% (1)
Officers as a Group
(10 in number)
</TABLE>
(1) Includes 57,000 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) Based on information supplied by the shareholder in its most recent
Schedule 13G received by the Company.
2
<PAGE>
ELECTION OF DIRECTORS
There are six directors proposed to be elected at the 1997 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 an 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.
Certain Information Regarding Management's Nominees
The following table gives information as of April 2, 1997 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.
3
<PAGE>
<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 50 President (Chief Executive 1989 104,299(1) 3.6%
Officer) since January 1991.
Member of Executive Committee
since February 1989.
Steven Kotler 50 President and Chief Executive 1977 24,420(2) *
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). A member of the
Board of Governors of the
American Stock Exchange.
Robert H. Steele 58 Executive Vice President of 1981 3,500 *
John Ryan Company
(financial marketing)
since 1992. Director of NLC
Companies (insurance), and
Accent Color Science, Inc.
(printing systems).
Peter C. Sutro 66 Retired. 1979 2,000 *
Wilmer J. Thomas, Jr. 70 Private investor and 1979 246,243 8.4%
financial consultant.
Member of Executive,
Audit, Nominating and
Stock Option Committees.
Director, Vice Chairman
and Treasurer of Inter-
national Controls Corp.
(automotive parts and trailers)
from 1989 through 1996.
Director of Puro Water, Inc.
(bottled water systems).
Daniel K. Wassong 65 Chairman, President and 1994 1,000 *
Chief Executive Officer of
Del Laboratories, Inc.
(cosmetics and drugs)
since 1992. President
and Chief Executive
Officer thereof from
1968-1992. Director
of Southern Union Company
(gas utility).
</TABLE>
*less than 1%
(1) Includes 40,000 shares underlying options that are exercisable within
sixty days. (See "Employment Agreement.")
(2) Excludes 300 shares owned by Mr. Kotler's wife, in which he disclaims a
beneficial interest.
<PAGE>
Meetings of Board and Committees
The Board of Directors held four meetings during 1996. 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 four formal
meetings and several informal meetings during 1996. 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 1996. The Stock Option Committee is
authorized to award stock options. It held one meeting during 1996. The
Nominating Committee recommends to the Board management's nominees for election
as directors and for officers. The Nominating Committee held two meetings during
1996.
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 1996, 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 four executive officers other than the Chief Executive
Officer. Their ages, business experience over the last five years and number of
shares of the Company's Common Stock beneficially owned by each of them as of
April 2, 1997, are set forth below:
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
- ---- --- ---------- --------- -----------
<S> <C> <C> <C> <C>
Richard A. Bucchi 41 Senior Vice President Sales and Marketing 2,750(1) *
since 1996; Vice President Information
Services 1994 - 1996; Vice President
Information Systems and Administration
for Konica Business Machines, Inc., USA
prior to 1994.
John E. Dillaway 41 Senior Vice President Sales and 8,250(2) *
Marketing since 1994; Vice President-
Sales and Marketing from 1990-1994.
Kenneth S. Kollmeyer 47 Senior Vice President Operations 10,000(3) *
since 1992; Vice President -
Distribution, 1989-1992.
John A. Murray 53 Vice President and Chief Financial 16,000(4) *
Officer of the Company since 1988.
</TABLE>
* less than 1%
(1) Includes 750 shares underlying stock options that are exercisable within
60 days.
(2) Includes 3,250 shares underlying stock options that are exercisable within
60 days.
(3) Includes 4,000 shares underlying stock options that are exercisable within
60 days.
(4) Includes 3,000 shares underlying stock options that are exercisable within
60 days.
5
<PAGE>
Executive Compensation
The following table summarizes for the Company's fiscal year ended
December 28, 1996, 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 28, 1996 and whose total annual compensation
exceeded $100,000 in the Company's most recent fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- -----------
Other Annual Securities All Other
Name and Bonus($) Compensation($) Underlying Compensation($)
Principal Position Year Salary($) (1) (2) Options(#) (3)
- ------------------ ---- -------- -------- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp, 1996 401,117 - 76,624(4) - 9,000
Chief Executive 1995 381,666 - 80,393(4) - 9,000
Officer 1994 363,492 54,865 114,660(4) - 9,085
Richard Bucchi 1996 136,413 3,741 - 3,000 8,939
Senior Vice
President-Sales and
Marketing(5)
John E. Dillaway, 1996 159,630 5,086 - 4,000 9,000
Senior Vice 1995 157,770 - - - 9,000
President-Sales and 1994 136,165 14,104 - - 9,120
Marketing
Kenneth S. Kollmeyer 1996 168,549 5,351 - 4,000 9,000
Senior Vice 1995 160,030 - - - 9,000
President- 1994 152,924 16,796 - - 9,019
Operations
John A. Murray 1996 162,863 4,654 - 3,000 9,000
Chief Financial 1995 154,710 - - - 9,000
Officer 1994 148,774 14,629 - - 8,830
</TABLE>
(1) Mr. Karp's bonus was paid in accordance with his employment agreement
and was based on the Company's earnings. Messrs. Bucchi's, 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
1994, 1995 and 1996.
(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 1994, 1995 and
1996 is $94,313, and $58,572, and $54,472 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. Bucchi became an executive officer during fiscal year 1996.
6
<PAGE>
Employment Agreement
Mark E. Karp has an employment agreement, as amended and restated in
November 1992 and amended as of December 31, 1996 (the "Employment Agreement"),
for a term ending December 31, 1997. Under the Employment Agreement, Mr. Karp's
annual base salary is $421,173 for 1997, The Employment Agreement provides for
an annual bonus if the Company's pre-tax earnings, before extraordinary items
(as defined in the Employment Agreement), exceed a specified amount. Under the
Employment 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 $160,000 (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>
$130,000 $20,286 $30,433 $40,577 $50,721
$160,000 25,838 $38,758 $51,677 $64,596
</TABLE>
Mr. Karp will have 41 years of service, Mr. Bucchi will have 26 years of
service, Mr. Dillaway will have 43 years of service, Mr. Kollmeyer will have 26
years of service, and Mr. Murray will have 20 years of service, assuming
retirement from the Company at age 65.
7
<PAGE>
Stock Options
The following table provides information with respect to stock options granted
to the named executive officers during the Company's last fiscal year. The
Company has no SAR Plan and has issued no SARs. All Stock options were granted
under the Company's Incentive Stock Option Plan.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential Realizable
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
- ------------------------------------------------------------------------------------- ----------------------
On % of Total
Number of Options
Securities Granted to
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted Year ($/Sh) Date 5%($) 10%($)
- ---- ---------- ----------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bucchi, 3,000 6% 12.25 5/16/06 23,112 42,385
Senior Vice
President
John E. Dillaway, 4,000 8% 12.25 5/16/06 30,816 56,514
Senior Vice
President
Kenneth S. Kollmeyer, 4,000 8% 12.25 5/16/06 30,816 56,514
Senior Vice
President
John A. Murray, 3,000 6% 12.25 5/16/06 23,112 42,385
Chief Financial
Officer
</TABLE>
8
<PAGE>
Stock Options
The following table sets forth information concerning options exercised during
the fiscal year ended December 28, 1996 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 Options Values
Number of Securities
Underlying Unexcercised In-the-Money
Options at Options at
Shares Fiscal Year-End (#) Fiscal Year-End($)
Acquired ---------------------- ------------------
On Value
Name Exercise(#) Realized($) Exercisable Unexcercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp,
Chief Executive, - - 40,000 10,000 - -
Officer
John E. Dillaway,
Senior Vice - - - 3,000 - -
President
Richard A. Bucchi,
Senior Vice - - 5,250 4,750 $8,051 -
President
Kenneth S.
Kollmeyer, - - 6,000 5,000 $7,110 -
Senior Vice
President
John A. Murray,
Chief Financial - - 5,250 3,750 $8,051 -
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 Korler (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 1996 compensation was determined pursuant to the terms of his
employment agreement, as amended and restated in November 1992 and amended as of
December 31, 1996. (See "Employment Agreement.")
9
<PAGE>
The Company relies upon Mr. Karp, its Chief Executive Officer, to
establish management compensation levels, including the compensation of the
Company's four other executive officers, Richard A. Bucchi, John E. Dillaway,
Kenneth S. Kollmeyer and John A. Murray, none of whom has an employment
agreement. In establishing their salaries, the bonuses listed under "Executive
Compensation - Summary Compensation Table," and the options listed under "Stock
Options - Option Grants in Last Fiscal Year," 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. See "Executive
Compensation - Summary Compensation Table."
Executive Committee:
Mark E. Karp
Steven Kotler
Wilmer J. Thomas, Jr.
10
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Comparative Analysis
Total Shareholder Return
Prepared for
MOORE MEDICAL CORPORATION
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, 1991, assuming that all dividends
were reinvested.
Return To Shareholders
Moore Medical Corporation
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
MOORE MEDICAL CORP. 100 375.000 340.625 328.125 268.750 256.250
PEER GROUP 100 107.283 126.602 162.931 188.048 249.246
AMERICAN STOCK EXCH. INDEX 100 100.890 110.370 116.350 155.810 194.270
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11
<PAGE>
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1997 ANNUAL MEETING
Shareholders may present proposals for inclusion in the Company's 1998
Proxy Statement provided they are received by the Company no later than December
4, 1997 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 1997
Annual Meeting of Shareholders and will be available to answer appropriate
questions.
Dated: April 21, 1997
A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED DECEMBER 28, 1996 WITHOUT CHARGE BY WRITING TO: CHIEF
FINANCIAL OFFICER, MOORE MEDICAL CORP., P.O. BOX 1500, NEW BRITAIN, CONNECTICUT
06050.
12