<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
Moore Medical Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Joseph Greenberger
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MOORE MEDICAL CORP.
389 John Downey Drive
P.O. Box 1500
New Britain, Connecticut 06050
---------------------------------------------
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------
Dear Shareholder,
The Annual Meeting of the Shareholders of Moore Medical Corp. will be
held at the Hilton NY & Towers, Room 520, 1335 Avenue of the Americas, New York,
New York, on Wednesday, May 12, 1999, at 11:00 a.m., to:
(1) elect a Board of five 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 28,
1999 as the record date for determining shareholders entitled to notice of and
vote at the meeting.
Joseph Greenberger,
Secretary
March 30, 1999
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting,
please sign, date, and mail the accompanying proxy card.
<PAGE>
---------------------------------------------
PROXY STATEMENT FOR
1999 ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------
CONTENTS
--------
GENERAL INFORMATION ................................................ 2
PRINCIPAL HOLDERS OF COMMON STOCK .................................. 3
ELECTION OF DIRECTORS .............................................. 3
EXECUTIVE COMPENSATION ............................................. 6
PERFORMANCE GRAPH .................................................. 10
SHAREHOLDER PROPOSALS AND NOMINATIONS .............................. 10
INDEPENDENT PUBLIC ACCOUNTANT ...................................... 11
<PAGE>
MOORE MEDICAL CORP.
389 John Downey Drive
P.O. Box 1500
New Britain, Connecticut 06050
- --------------------------------------------------------------------------------
PROXY STATEMENT FOR
1999 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 1999 Annual Meeting of
Shareholders to be held at 11:00 a.m. on Wednesday, May 12, 1999 at the Hilton
NY & Towers, Room 520, 1335 Avenue of the Americas, New York, New York 10019 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 five 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
March 28, 1999 (the "Record Date") are entitled to notice of and to vote at the
Meeting. On the Record Date, there were 2,939,221 shares of Common Stock
outstanding, each entitled to one vote. This Proxy Statement is being released
on or about April 9, 1999 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 by any
shareholder as of the Record Date for any purpose germane to the Meeting at the
offices of Joseph Greenberger, Esq., 27th floor, 1370 Avenue of the Americas,
New York, New York 10019, during ordinary business hours from April 30, 1999
until the Meeting date, and at the Meeting.
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.
2
<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 30, 1999:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address: Shares Outstanding
- ----------------- ------ -----------
<S> <C> <C>
Heartland Advisors, Inc. ............................. 425,500 (1) 14.5%
790 North Milwaukee Street
Milwaukee, WI 53202
Hollybank Investments, LP. ........................... 315,100 (1) 10.7%
One Financial Center, Suite 1600
Boston, MA 02111
Thomas Charitable Foundation ......................... 213,243 (1)(2) 7.3%
272 Undermountain Road
Salisbury, CT 06068
Dimensional Fund Advisors Inc. ....................... 190,200 (1) 6.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All Directors and Executive ................ 305,413 (3) 10.4%
Officers as a Group
(8 persons)
</TABLE>
- ----------
(1) Based on information supplied by the shareholder in its most recent
Schedule 13G or 13D received by the Company.
(2) Held by the named trust of which a director is a trustee and in which he
disclaims a beneficial interest.
(3) Includes 19,250 shares underlying stock options granted to executive
officers that are exercisable within 60 days. Also includes 213,243 shares
held by Thomas Charitable Foundation. For information regarding beneficial
ownership of the Company's Common Stock by each of its directors and
executive officers, see "Election of Directors - Certain Information
Regarding Management's Nominees" and "Executive Officers," below.
ELECTION OF DIRECTORS
There are five directors proposed for election at the 1999 Annual Meeting of
Shareholders to hold office until the next Annual Meeting of Shareholders and
until their successors are elected and qualified. Those five nominees receiving
a plurality of votes, assuming that a quorum is present, will be elected.
3
<PAGE>
Certain Information Regarding Management's Nominees
The following table gives information as of March 30, 1999 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>
Number
Principal Occupation and Business Experience Director of Percent of
Name Age -------------------------------------------- since Shares Outstanding
---- --- ----- ------ -----------
<S> <C> <C> <C> <C> <C>
Steven Kotler 52 Chairman of Executive Committee and member of Audit, 1977 54,520 1.9%
Nominating and Stock Option Committees. President and Chief (1)
Executive Officer of Schroder & Co. Inc.(investment bankers).
Director of Del Laboratories, Inc. (cosmetics and drugs) and
Schroders, plc (investment bankers)
Robert H. Steele 60 Chairman of the Board and member of Executive Committee. Vice 1981 11,400 *
Chairman of John Ryan Company (financial marketing). Director (2)
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 68 Retired. 1979 2,000 *
Wilmer J. 72 Member of Executive, Audit, Nominating and Stock Option 1977 213,243 7.3%
Thomas, Jr. Committees. Private investor and financial consultant. (3)
Director and Vice Chairman of American Country Holding Co.
(insurance).
Daniel K. 67 Chairman, President and Chief Executive Officer of Del 1994 1,000 *
Wassong Laboratories, Inc. (cosmetics and drugs). Director of
Southern Union Company (gas utility).
</TABLE>
- ------------------
* Less than 1%.
(1) Excludes 300 shares owned by Mr. Kotler's wife, in which he disclaims a
beneficial interest.
(2) Includes 5,000 shares underlying options exercisable within 60 days.
(3) Held by Thomas Charitable Foundation of which Mr. Thomas is a trustee and
in which he disclaims a beneficiary interest.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more that ten percent of the Common
Stock of the Company, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission ("SEC") and the exchange on which the
Common Stock is listed for trading. Officers, directors and more than ten
percent stockholders are required by regulations promulgated under the Exchange
Act to furnish the Company with copies of all Section 16(a) reports filed. Based
on the Company's review of such reports filed for its fiscal year ended January
2, 1999, the Company believes that, except for a report of his initial holdings
filed by David V. Harper consequent to his election as an executive officer on
August 19, 1998, all reporting requirements applicable to its officers,
directors, and more than ten percent stockholders were complied with for the
year ended January 2, 1999.
4
<PAGE>
Meetings of Board and Committees
The Board of Directors held five meetings and had three actions in lieu of
meetings during 1998. No director attended 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 1998. 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 1998. The Stock Option Committee is
authorized to award stock options. It held two meetings during 1998. The
Nominating Committee recommends to the Board management's nominees for election
as directors and for officers. The Nominating Committee held one meeting during
1998.
Compensation of 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. As
Chairman of the Board, Robert H. Steele received an option for 20,000 shares on
February 17, 1998 exercisable in four equal cumulative annual installments at
$10.875 per share (the market price on the date of grant), and on January 28,
1999 he received an additional such option for 20,000 shares exercisable at
$13.3125 per share (the market price on the date of grant). In addition, Mr.
Steele is paid a fee, starting for 1999, of $100,000 per annum as Chairman of
the Board, 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 he consults with its
senior officers with respect to financial and transactional matters.
Executive Officers
The Company has three executive officers. 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 30, 1999, are set forth below:
<TABLE>
<CAPTION>
Num- % of
Name Age Business Experience ber of Out-
---- --- ------------------- Shares standing
------ --------
<C> <C> <S> <C> <C>
Richard A. 43 Member, Office of the President (Chief Executive Office), since January 1, 1999, 6,750 *
Bucchi and Executive Vice President - Sales and Marketing, since 1996; Vice President - (1)
Sales and Marketing, 1996-1999; Vice President Information Services, 1994-1996;
Vice President Information Systems and Administration for Konica Business
Machines, Inc., USA, prior to 1994.
Kenneth S. 49 Member, Office of the President (Chief Executive Office), since January 1, 1999, 15,500 *
Kollmeyer and Executive Vice President - Operations, since 1992; Vice President - (2)
Operations, 1992-1999; Vice President - Distribution, 1989-1992.
David V. 38 Member, Office of the President (Chief Executive Office), since January 1, 1999, 1,000 *
Harper and Executive Vice President - Finance, since August 19, 1998; Divisional Senior
Vice President and Chief Financial Officer, Primedia Incorporated, 1994-1998.
</TABLE>
(Footnotes on next page.)
5
<PAGE>
- ------------------
* Less than 1%.
(1) Includes 4,750 shares underlying options exercisable within 60 days.
(2) Includes 9,300 shares underlying options exercisable within 60 days.
EXECUTIVE COMPENSATION
The following table summarizes for the Company's fiscal year ended January 2,
1999, and for its two prior fiscal years, compensation earned by the following
persons ("Named Executive Officers"): (a) the person who served as the Company's
chief executive officer until December 31, 1998, (b) its four most highly
compensated executive officers (other than said former chief executive officer)
whose salary and bonus for said fiscal year exceeded $100,000 and who were
serving as executive officers at said fiscal year-end, and (c) a person who
served as an executive officer during said fiscal year and who would have been
included as one of said four most highly compensated executive officers but did
not serve as an executive officer at said fiscal year-end.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------ Awards
------
Securities All Other
Salary Bonus Underlying Compen-
Name and Principal Position Year ($) ($) Options (#) sation ($)
--------------------------- ---- --- --- ----------- ----------
<S> <C> <C> <C> <C> <C>
Mark E. Karp, Chief Executive Officer, until December 31, 1998 1998 370,588 - - 331,319(1)
1997 428,886 - - 54,325 (2)
1996 401,117 - - 70,156 (2)
Richard A. Bucchi, Member, Office of the President (Chief 1998 174,155 - 16,000 9,800 (2)
Executive Office), since January 1, 1999, and Executive 1997 165,532 - - 9,600 (2)
Vice President - Sales and Marketing, since 1996 1996 136,413 3,741 3,000 8,939 (2)
Kenneth S. Kollmeyer, Member, Office of the President (Chief 1998 184,820 - 16,000 9,800 (2)
Executive Office), since January 1, 1999, and Executive Vice 1997 182,437 - - 9,600 (2)
President-Operations, since 1992 1996 168,549 5,351 4,000 9,000 (2)
David V. Harper, Member, Office of the President 1998 56,461 - 16,000 -
(Chief Executive Office), since January 1, 1999, and
Executive Vice President - Finance, since August 19, 1998
John A. Murray, Chief Financial Officer, until August 18, 1998 140,673 528 10,000 9,800 (2)
1998 1997 174,366 12,000 - 9,600 (2)
1996 162,863 4,654 3,000 9,000 (2)
</TABLE>
(Footnotes on next page.)
6
<PAGE>
- -------------
(1) Included in Mr. Karp's other annual compensation for 1996, 1997 and 1998 is
$48,004, $32,498 and $12,635 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 its qualified retirement plans due to salary limitations
required by the Internal Revenue Code. In addition, includes $250,000 paid
to Mr. Karp under a Severance, Consulting and Non-Competition Agreement,
dated December 17, 1998, and a contribution of $10,000 to his retirement
account under the Company's defined contribution plan.
(2) Consists of the Company's contribution to the named officer's retirement
account under its defined contribution plan.
Employment Related Agreements
The members of the Company's Office of the President (chief executive office)
since January 1, 1999, its Executive Vice Presidents, Messrs. Bucchi, Kollmeyer
and Harper, 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); in
the event of such changes in 1999 such payments would aggregate approximately
$535,000. They are also participants under 1998 and 1999 bonus plans entitling
each to up to $20,000 on the achievement of certain individually defined goals
and an additional amount ranging between 12.5% and 50% of his annual salary if
the Company's pre-tax earnings (as defined in the plans and subject to certain
possible adjustments thereunder) for 1999 exceeds specified amounts for each
year.
Mark E. Karp, who served as the Company's chief executive officer until December
31, 1998, had an employment agreement, most recently amended as of January 1,
1998, to serve as the Company's chief executive officer for a term ending
December 31, 1998. Under his employment agreement, Mr. Karp's 1998 salary was
$370,588. In addition, the Company paid Mr. Karp $250,000 under a Severance,
Consulting and Non-Competition Agreement, dated December 17, 1998.
Defined Benefit Plan
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>
Years of Service
----------------
Average Highest Consecutive 5 Years' Compensation 10 Years 15 Years 20 Years 25 Years
------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$130,000 $19,946 $29,919 $39,892 $49,865
$160,000 $25,496 $38,244 $50,992 $63,740
</TABLE>
Mr. Bucchi, Mr. Kollmeyer and Mr. Harper will each have 26 years of service,
assuming retirement from the Company at age 65.
7
<PAGE>
Stock Options
The following table sets forth information concerning the number of options
granted and the potential realized value of the Stock Options granted to each of
the Company's Named Executive Officers during its fiscal year ended January 2,
1999:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Rates
of Stock Price
Appreciation For
Individual Grant Option Terms
---------------- ------------
Number of Percent of
Securities Total
Underlying Options
Unexercised Granted to Exerci-
Options at Employees in se of Base
Fiscal Year- Fiscal Price Expiration
Name End (#) Year ($/Sh) date 5% ($) 10% ($)
---- ------- ---- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bucchi 10,000 7% 10.875 2/16/03 30,046 66,393
6,000 4% 14.25 12/1/03 23,622 52,199
Kenneth S. Kollmeyer 10,000 7% 10.875 2/16/03 30,046 66,393
6,000 4% 14.25 12/1/03 23,622 52,199
David V. Harper 10,000 7% 13.5 8/18/03 37,298 82,419
6,000 4% 14.25 12/1/03 23,622 52,199
John A. Murray 10,000 7% 10.875 2/16/03 30,046 66,393
</TABLE>
The following table sets forth information concerning options exercised during
the fiscal year ended January 2, 1999 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>
Richard A. Bucchi -- -- 1,500 17,500 $1,875 $28,125
Kenneth S.
Kollmeyer -- -- 6,000 18,000 $13,980 $28,750
David V. Harper -- -- -- 16,000 -- --
</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 (until
December 31, 1998), Robert H. Steele and Wilmer J. Thomas, Jr. Except for Mr.
Karp until December 31, 1998, no member of such Committee is or was a current or
former officer or employee of the Company. In addition, there are no Committee
interlocks between the Company and other entities involving any of the executive
officers of the Company who serve as executive officers of such other entities.
Mr. Karp did not participate in the Executive Committee's discussions regarding
his compensation.
Executive Committee's Compensation Report
The objectives of the Company's executive officer compensation program are to
attract and retain the best possible executive talent, to motivate the
executives to achieve the goals of the Company's business strategy and to align
executive and shareholder interests, by means of a compensation package that
recognizes individual contributions as well as overall business results. The
package consist of a base salary, annual bonuses under the Company's bonus
plans, and stock options under its Incentive and Non-Qualified Stock Option
Plans. The performance of the chief executive officer, including for 1999, of
the members of the Office of the President, are separately evaluated by the
Committee, based on business development, formulation and delivery of major
corporate goals and the Company's performance. For 1998, the chief executive
officer and, for 1999, the Chairman of the Board made compensation
recommendations, which were based on an assessment of the nature of the position
and the contributions, experience and tenure of the executive officer. The
Committee reviewed and approved the components of the packages.
Base Salaries. Base salaries for executive officers reflect the achievements,
- --------------
responsibilities and experience of the individual. Annual salary adjustments are
determined by evaluating the performance of the Company and of each executive
officer, and also take into account new responsibilities.
Annual Bonuses. For 1998 and 1999, the Committee approved bonus plans under
- ---------------
which executive officers are entitled to an annual bonus of up to $20,000 on the
achievement of certain individually set goals and an additional bonus ranging
between 12.5% and 50% of annual salary if the Company's pre-tax earnings (as
defined in the plans and as subject to certain possible adjustments thereunder)
exceeds specified amounts. The additional bonuses are designed to align the
interests of the executives with those of the shareholders.
Stock Options. Stock options are designed to further align the interests of
- --------------
executives with those of the shareholders. They are granted with an exercise
price equal to the market price of the Common Stock on the date of grant and, to
encourage the creation of shareholder value by having appreciation occur over a
number of years, generally become exercisable in four equal annual cumulative
installments, starting one year after the date of grant.
Steven Kotler, Chairman of Executive Committee
Robert H. Steele
Wilmer J. Thomas, Jr.
9
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return of the Common
Stock of the Company for the last five years with the American Stock Exchange
Composite Index and the Company's original and a revised index. The Company
revised its index selection because it exited its wholesale drug distribution
business in the fourth quarter of 1997, and the original index (Standard
Industrial Classification (SIC) 5122 - proprietaries and druggist supplies)
became inapplicable. The revised index is based on the cumulative total
shareholder return of public companies in SIC 5047 (medical, dental, hospital
equipment and supplies).
Comparison of Five year Cumulative Return of Moore Medical Corp., SIC 5122
and SIC 5047
<TABLE>
<CAPTION>
Base
Period
Dec. 93 Dec. 94 Dec. 95 Dec. 96 Dec. 97 Dec. 98
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Moore Medical Corp. 100 96.33 78.9 75.23 79.82 99.08
American Stock Exchange Index 100 90.89 114.9 122.24 143.48 144.4
SIC 5122 100 128.91 157.99 184.99 191.78 247.12
SIC 5047 100 93.23 142.17 122.99 162.43 260.74
</TABLE>
- ---------------------
* Assumes $100 invested on December 31, 1993 in stock or index, including
reinvestment of dividends.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2000 ANNUAL MEETING
Shareholder Proposals
Shareholders may present proposals for inclusion in the Company's 2000 Proxy
Statement provided they are submitted to Chief Financial Officer, Moore Medical
Corp., P.O. Box 1500, New Britain, CT 06050 no later than December 9, 1999 and
are in compliance with applicable SEC regulations.
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, c/o Chief Financial Officer, Moore
Medical Corp., P.O. Box 1500, New Britain, CT 06050, 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;
10
<PAGE>
(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 SEC; 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.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT
PricewaterhouseCoopers LLP is the independent public accountant for the Company.
A representative of PricewaterhouseCoopers LLP is expected to be present at the
1999 Annual Meeting of Shareholders and will be available to answer appropriate
questions.
Dated: March 30, 1999
A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED JANUARY 2, 1999 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 12, 1999
The undersigned hereby appoints DAVID V. HARPER and JOSEPH GREENBERGER, and
each of them, with the full power of substitution, and as proxies to represent
the undersigned at the Annual Meeting of Shareholders to be held at the Hilton
NY & Towers, 1335 Avenue of Americas, New York, New York on May 12, 1999, at
11:00 A.M., and at any adjournment or postponement 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.
<TABLE>
<CAPTION>
FOR WITHHOLD
all nominees authority to vote Nominees: [ILLEGIBLE NAMES
(see instruction) for all nominees APPEAR HERE]
<S> <C> <C> <C> <C>
1. ELECTION OF [_] [_] 2. IN THEIR DISCRETION THE PROXIES
DIRECTORS 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:
- --------------------------------------------------------------------------------
NOTE REGARDING SIGNATURE: Please
The shares represented by the proxy will be voted as directed. If no contrary sign and date as name appears
instruction is given, the shares will be voted FOR the Election of Directors. hereon and return promptly. Joint
owners should each sign. When
signing as Corporate Officer,
SIGNATURE(S) DATE Partner, Executor, Administrator,
--------------------------------------------- ----------------- Trustee or Guardian, please give
full title. Please note any change
to your address alongside the
address as it appears hereon.
</TABLE>
