<PAGE>
[LETTERHEAD OF MOORE MEDICAL CORP. APPEARS HERE]
-------------------------------------------------
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
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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 20, 1998 at 11:00 a.m. 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 April 1, 1998 as the
record date for determining shareholders entitled to notice of and vote at the
meeting.
Joseph Greenberger,
Secretary
April 13,1998
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YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please sign, date and
mail the accompanying proxy card.
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<PAGE>
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PROXY STATEMENT FOR
1998 ANNUAL MEETING OF SHAREHOLDERS
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CONTENTS
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GENERAL INFORMATION .........................................................1
PRINCIPAL HOLDERS OF COMMON STOCK ...........................................2
ELECTION OF DIRECTORS .......................................................3
EXECUTIVE COMPENSATION ......................................................6
PERFORMANCE GRAPH ..........................................................10
INDEPENDENT PUBLIC ACCOUNTANT ..............................................11
<PAGE>
[LOGO OF MOORE MEDICAL CORP. APPEARS HERE]
-----------------------------------
PROXY STATEMENT FOR
1998 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 1998 Annual Meeting of
Shareholders to be held at 11:00 a.m. on Wednesday, May 20, 1998 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 1, 1998 (the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were 2,932,061 shares of Common Stock
outstanding, each entitled to one vote. This Proxy Statement is being released
on or about April 13, 1998 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 Joseph Greenberger, Esq., 27th floor, 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 9, 1998 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 3, 1998:
Number of Percent of
Name and Address: Shares Outstanding
---------------- --------- -----------
Heartland Advisors, Inc......................... 370,800 (1) 12.6%
790 North Milwaukee Street
Milwaukee, WI 53202
Hollybank Investments, LP....................... 315,100 (1) 10.7%
One International Place, Suite 2401
Boston, MA 02110
Wilmer J. Thomas, Jr............................ 246,243 8.4%
272 Undermountain Road
Salisbury, CT 06068
Dimensional Fund Advisors Inc................... 195,000 (1) 6.7%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All Directors and Executive..................... 442,619 (2) 15.1%
Officers as a Group
(9 persons)
(1) Based on information supplied by the shareholder in its most recent Schedule
13G received by the Company.
(2) Includes 62,000 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 1998 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.
Certain Information Regarding Management's Nominees
The following table gives information as of April 3, 1998 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 51 President (Chief Executive 1989 117,156(1) 4.0%
Officer) since January 1991.
Member of Executive Committee
since February 1989.
Steven Kotler 51 President and Chief Executive 1977 39,420(2) 1.3%
Officer of Schroder & Co. Inc.
(investment bankers). Chairman
of Executive Committee and
member of Audit, Nominating
and Stock Option Committees.
Director of Del Laboratories, Inc.
(cosmetics and drugs).
Member of the Board of
Governors of The American
Stock Exchange, Inc..
Robert H. Steele 59 Chairman of the Board since 1981 6,400 *
February 1998, Vice Chairman
of John Ryan Company
(financial marketing).
Director of NLC Companies
(insurance), Accent Color
Science, Inc. (printing systems),
Scan Optics, Inc. (data entry),
and Smart Serv Online, Inc.
(online information provider).
Peter C. Sutro 67 Retired. 1979 2,000 *
Wilmer J. Thomas, Jr. 71 Private investor and 1979 256,243 8.4%
financial consultant.
Member of Executive,
Audit, Nominating and
Stock Option Committees.
Director and Vice Chairman
American Country Holding Co.
(insurance).
Daniel K. Wassong 66 Chairman since 1992, and 1994 1,000 *
President and Chief Executive
Officer of since 1968, of
Del Laboratories, Inc.
(cosmetics and drugs).
Director of Southern
Union Company
(gas utility).
</TABLE>
* less than 1%
(1) Includes 50,000 shares underlying options exercisable within 60 days.
(2) Excludes 300 shares owned by Mr. Kotler's wife, in which he disclaims a
beneficial interest.
4
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Meetings of Board and Committees
The Board of Directors held eight meetings during 1997. Each director other
than Mr. Sutro attended not less than 75% of the 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 several informal meetings during 1997. 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 1997. The Stock Option Committee is
authorized to award stock options. It held no meetings during 1997. The
Nominating Committee recommends to the Board management's nominees for election
as directors and for officers. The Nominating Committee held one meeting during
1997.
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, Mr. Steele is paid a fee, starting for 1998, of $50,000 per annum
as Chairman of the Board of Directors, Mr. Kotler is paid a fee of $50,000 per
annum as Chairman of the Executive Committee, and Mr. Thomas is paid a fee of
$50,000 per annum under a consulting arrangement with the Company pursuant to
which Mr. Thomas consults with its 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
April 3, 1998, are set forth below:
<TABLE>
<CAPTION>
Business Number Percent of
Name Age Experience of Shares Outstanding
---- --- ---------- --------- -----------
<S> <C> <C> <C> <C>
Richard A. Bucchi 42 Vice President Sales and Marketing 3,500(1) *
since 1996; Vice President Information
Services 1994 - 1996; Vice President
Information Systems and Administration
for Konica Business Machines, Inc., USA
prior to 1994.
Kenneth S. Kollmeyer 48 Vice President Operations 12,000(2) *
since 1992; Vice President -
Distribution, 1989-1992.
John A. Murray 54 Vice President and Chief Financial 14,900(3) *
Officer since 1988.
</TABLE>
* less than 1%
(1) Includes 1,500 shares underlying options exercisable within 60 days.
(2) Includes 6,000 shares underlying options exercisable within 60 days.
(3) Includes 4,500 shares underlying options exercisable within 60 days.
5
<PAGE>
Executive Compensation
The following table summarizes for the Company's fiscal year ended January
3, 1998, 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 January 3, 1998 and whose total annual compensation exceeded
$100,000 in said fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------
Other Annual Securities All Other
Name and Compensation($) Underlying Compensation ($)
Principal Position Year Salary ($) Bonus($) (1) Options(#) (2)
- ------------------ ---- ---------- -------- --------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp, 1997 428,886 -- 54,352 (3) -- 9,600
Chief Executive 1996 401,117 -- 70,156 (3) -- 9,000
Officer 1995 381,666 -- 76,493 (3) -- 9,000
Richard Bucchi 1997 165,532 -- -- -- 9,600
Vice President 1996 136,413 3,741 -- 3,000 8,939
Sales and
Marketing(4)
Kenneth S. Kollmeyer, 1997 182,457 -- -- -- 9,600
Vice President 1996 168,549 5,351 -- 4,000 9,000
Operations 1995 160,030 -- -- -- 9,000
John A. Murray, 1997 174,366 12,000 -- -- 9,600
Chief Financial 1996 162,863 4,654 -- 3,000 9,000
Officer 1995 154,710 -- -- -- 9,000
</TABLE>
(1) Other annual compensation was less than 10% of the named executive
officer's salary and bonus other than with respect to Mr. Karp.
(2) "All Other Compensation" consists of the Company's contribution to the
named officer's retirement account under the Company's defined contribution
plan.
(3) Included in Mr. Karp's other annual compensation for 1995, 1996 and 1997 is
$54,472, and $48,004, and $32,498 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 required by the Internal Revenue Code. No other component of
other annual compensation exceeds 25% of the total.
(4) Mr. Bucchi became an executive officer during the fiscal year 1996.
6
<PAGE>
Employment Related Agreements
Mark E. Karp has an employment agreement, as amended and restated in
November 1992 and most recently amended as of January 1, 1998 (the "Employment
Agreement"), to serve as the Company's chief executive officer for a term ending
December 31, 1998. Under the Employment Agreement, Mr. Karp's 1998 annual base
salary is $360,000, except that his salary was at the rate of $421,173 per annum
for the two months ended February 28, 1998. The Employment Agreement provides
for an annual bonus ranging between 16.5%and 55% of his base salary if the
Company's pre-tax earnings (as defined in the Agreement and as subject to
certain possible adjustments thereunder) exceeds specific amounts. Under the
Agreement, Mr. Karp is entitled to receive an amount equal to his 1998 base
salary in certain circumstances following a change of control (as defined
therein). He is also entitled thereunder to receive restricted shares of the
Company's Common Stock having a market value approximating the amount the
Company would have contributed to his retirement account if its retirement plans
did not have the salary limitations required by the Internal Revenue Code for
qualified retirement plans.
The Company's corporate vice presidents, Messrs. Bucchi, Kollmeyer and
Murray, are participants under a plan entitling each to a payment equal to one
year's salary in the event of a change of control (as defined in the plan)
followed within twelve months by a change of position (as defined therein). They
are also participants under a 1998 bonus plan entitling each to up to $20,000
on the achievement of certain individually defined goals and an additional
amount ranging between 5% and 50% of his 1998 annual salary if the Company's
pre-tax earnings (as defined in the plan and as subject to certain possible
adjustments thereunder) for 1998 exceeds specified amounts.
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.
Average Highest
Consecutive Years of Service
5 Years' ---------------------------------------------------
Compensation 10 Years 15 Years 20 Years 25 Years
--------------- -------- -------- -------- --------
$130,000 $20,126 $30,190 $40,253 $50,316
$160,000 $25,796 $38,695 $51,593 $64,491
Mr. Karp will have 41 years of service, Mr. Bucchi will have 26 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
No stock options were granted to executive officers during the Company's
fiscal year ended January 3, 1998. The Company's three corporate vice presidents
were each granted a non-qualified stock option on February 17, 1998 under the
Company's Non-Qualified Stock Option Plan for 10,000 shares of the Company's
Common Stock at $10.875 a share, exercisable in four cumulative annual
installments commencing one year from the date of the grant (subject to
immediate vesting of unvested installments in the event of a change of control
(as defined) followed within twelve months by a change of position (as defined))
and expiring five years from the date of grant. Mr. Steele, on his election as
Chairman of the Board of Directors on February 17, 1998, was granted a similar
20,000 share non-qualified stock option.
The following table sets forth information concerning options exercised
during the fiscal year ended January 3, 1998 and the number of unexercised
options and the imputed value thereof held by the named executive officers at
the end of such fiscal year:
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised In-the-Money
Shares Options at Options at
Acquired Fiscal Year-End (#) Fiscal Year-End($)
On Value ---------------------- ------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Karp,
Chief Executive -- -- 50,000 -- -- --
Officer
Richard A. Bucchi,
Vice President -- -- 750 2,250 -- --
Kenneth S.
Kollmeyer, 3,000 $11,250 5,000 3,000 $980 --
Vice President
John A. Murray,
Chief Financial 3,000 $12,000 3,750 2,250 $735 --
Officer
</TABLE>
8
<PAGE>
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, the Company's Chief Executive Officer,
did not participate in the Executive Committee's discussions of its
recommendations to the Board regarding his compensation.
Executive Committee's Compensation Report
Mr. Karp's 1997 compensation was determined pursuant to the terms of his
Employment Agreement, as amended. In recommending approval of the Agreement for
1997, the Executive Committee considered the responsibilities of the position,
Mr. Karp's historical compensation and the incentive compensation provided for
in the Agreement, based on certain performance criteria. Based thereon, no bonus
was earned for 1997. (See "Employment Agreement.")
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, Richard A. Bucchi, Kenneth S. Kollmeyer and John
A. Murray, none of whom has an employment agreement. In establishing their
compensation, Mr. Karp considered the responsibility of particular position, an
assessment of the executive's performance, compensation paid to executives by
other companies, and his judgment of each executive officer's value to the
Company compared with that of other employees. Each executive officer
participates in a bonus plan which is based primarily upon the Company's pre-tax
earnings. See "Executive Compensation - Summary Compensation Table" and
"Employment Related Agreements."
Executive Committee:
Mark E. Karp
Steven Kotler
Wilmer J. Thomas, Jr.
9
<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, 1992, assuming that all dividends
were reinvested.
Return to Shareholders
Moore Medical Corp.
INDEXED RETURNS
<TABLE>
<CAPTION>
Base
Period
Company Name/Index Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96 Dec. 97
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MOORE MEDICAL CORP 100 90.83 87.50 71.67 68.33 72.50
AMERICAN STOCK EXCHANGE IND 100 119.52 108.63 137.32 146.10 171.48
PEER GROUP 100 120.82 159.64 197.37 230.62 237.83
</TABLE>
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Moore Medical Corp. American Stock Exchange Index
S & P Drug Distribution
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10
<PAGE>
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1998 ANNUAL MEETING
Shareholders may present proposals for inclusion in the Company's 1999
Proxy Statement provided they are received by the Company no later than December
4, 1998 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 1998
Annual Meeting of Shareholders and will be available to answer appropriate
questions.
Dated: April 13, 1998
A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED JANUARY 3, 1998 WITHOUT CHARGE BY WRITING TO: CHIEF
FINANCIAL OFFICER, MOORE MEDICAL CORP., P.O. BOX 1500, NEW BRITAIN, CONNECTICUT
06050.
11
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MOORE MEDICAL CORP. - ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 20, 1998
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 20,
1998, 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.
Daniel K. Wassong
2. IN THEIR DISCRETION THE PROXIES
ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE
MEETING.
Instruction: To withhold authority to vote for any nominee(s) print the name(s)
on the line below.
- ------------------------------------------------------------------------------
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.
