<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 Section 240.14a-11(c) or Section
240.14a-12
Longs Drug Stores Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Longs Drug Stores 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), or 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:
------------------------------------------------------------------------
<PAGE>
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
[LONGS DRUG STORES CORPORATION LOGO]
The Annual Meeting of Shareholders of Longs Drug Stores Corporation will be
held at the Regional Center for the Arts, 1601 Civic Drive, Walnut Creek,
California, on Tuesday, May 16, 1995, at 11:00 a.m., for the purposes of (1)
electing four directors; and (2) transacting such other business as may properly
be brought before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on Tuesday, April 4,
1995, will be entitled to vote at the meeting.
If you are unable to be present, you are requested to vote your shares by
signing the enclosed proxy and returning it in the envelope provided.
Walnut Creek, California
April 18, 1995
ORLO D. JONES
Secretary
<PAGE>
[LONGS DRUG STORES CORPORATION LOGO]
EXECUTIVE OFFICES
141 NORTH CIVIC DRIVE
WALNUT CREEK, CALIFORNIA 94596
PROXY STATEMENT
The following information is submitted concerning the enclosed proxy and the
matters to be acted upon at the Annual Meeting of Shareholders of Longs Drug
Stores Corporation (the "Company") to be held on May 16, 1995, or any
adjournment thereof, pursuant to the Notice of said meeting.
The approximate date on which this Proxy Statement and form of proxy are
first being sent or given to shareholders is April 18, 1995.
INFORMATION CONCERNING PROXY
The proxy is solicited on behalf of the Board of Directors of the Company.
It may be revoked at any time before its exercise by filing with the Secretary
of the Company a written revocation or a duly executed proxy bearing a later
date. It may also be revoked by attendance at the meeting and election to vote
in person.
D.F. King & Co., Inc. has been engaged to assist in the solicitation of
proxies from brokers, banks, institutions, and other shareholders for an
anticipated fee of approximately $5,000, plus reasonable out-of-pocket costs and
expenses. Certain directors, officers, and regular employees of the Company may
solicit proxies by mail, telephone, telegraph, or personal interview. The entire
cost of solicitation of proxies will be borne by the Company.
As of April 4, 1995, the Company had 20,659,076 shares of Common Stock
outstanding. Only shareholders of record at the close of business on April 4,
1995, will be entitled to notice of, and to vote at, the Annual Meeting. Each
share is entitled to one vote. A plurality of all the votes cast at the meeting,
with a quorum present, is sufficient to elect a director. Abstentions and broker
non-votes will not be considered votes cast for the foregoing purposes.
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table presents the number of shares of the Company's Common
Stock owned beneficially as of April 4, 1995, by each director and nominee, each
of the five most highly compensated executive officers for the fiscal year ended
January 26, 1995, and all directors and executive officers as a group, and by
all other persons known by the Company to beneficially own more than 5% of the
Company's Common Stock.
1
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
----------------------------
NAME(2) COMMON STOCK % OF CLASS
- - --------------------------------------------------------------------------------------------------- --------------- ----------
<S> <C> <C>
Robert M. Long..................................................................................... 2,127,283(3) 10.3%
Vera M. Long....................................................................................... 1,944,610(4) 9.4%
Thomas J. Long Foundation.......................................................................... 1,562,673(5) 7.6%
J.M. Long Foundation............................................................................... 625,550(6) 3.0%
Ariel Capital Management, Inc...................................................................... 2,587,764(7) 12.5%
Bill M. Brandon.................................................................................... 17,454 *
Richard M. Brooks.................................................................................. 2,100 *
William G. Combs................................................................................... 8,045 *
David G. DeSchane.................................................................................. 22,500 *
Edward E. Johnston................................................................................. 500 *
Orlo D. Jones...................................................................................... 9,772 *
Mary S. Metz....................................................................................... 130 *
Ronald A. Plomgren................................................................................. 93,574(8) *
Stephen D. Roath................................................................................... 33,459 *
Harold R. Somerset................................................................................. 100 *
Thomas R. Sweeney.................................................................................. 9,544 *
Frederick E. Trotter............................................................................... 300 *
All directors and executive officers as a group
(17 persons)..................................................................................... 4,560,315(9) 22.1%
Employees' Profit Sharing Plan and
Variable Investment Plan......................................................................... 3,807,352(10) 18.4%
<FN>
- - ------------------------
* Less than 1%.
(1) Participants in the Employees' Profit Sharing Plan and the Variable
Investment Plan have the right to direct the trustee as to the voting of
the shares of the Company's Common Stock that have been allocated to their
respective stock accounts, and as such have voting power with respect
thereto. The beneficial ownership of each individual included in this
table who is a participant in the plans includes the shares held in that
person's stock accounts under the plans. The aggregate number of shares so
included for all such individuals is 21,758, and the maximum so included
for any individual is 8,759. See note 10 below. Beneficial ownership also
includes the shares of restricted stock held by executive officers in
respect of which shares the executive officers have voting power. See note
1 to the Summary Compensation Table on page 5 for the shares of restricted
stock held by the listed executive officers. The persons named in this
table have sole voting and investment powers with respect to the shares
indicated, except as otherwise noted and subject to community property
laws, where applicable.
(2) Except as otherwise noted, the address for all beneficial owners of more
than five percent of the Company's stock is P.O. Box 5222, Walnut Creek,
California 94596.
(3) Includes 122,052 shares held in fiduciary capacity for family members and
other relatives for which R.M. Long has sole voting and investment power
and 45,273 shares held in fiduciary capacity for family members for which
R.M. Long has shared voting and investment power with E. Long. Excludes
7,619 shares held by family members. R.M. Long disclaims beneficial
ownership of all shares referenced above. Also includes 1,500,000 shares
held in fiduciary capacity for which R.M. Long has sole voting power and
shared investment power with V.M. Long. Includes 50,000 shares held in a
fiduciary capacity for which R.M. Long has shared voting and investment
power.
(4) Includes 1,500,000 shares as to which V.M. Long shares investment power
with R.M. Long. Such shares appear in the table for both V.M. Long and
R.M. Long.
(5) T.R. Sweeney & W.G. Combs, with others serve as co-trustees of the Thomas
J. Long Foundation, and therefore share investment and voting power over
these 1,562,673 shares. These shares do not appear separately in the table
for any of these individuals and each of them disclaims beneficial
ownership thereof.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(6) Four of the five co-trustees of the J.M. Long Foundation include R.M.
Long, W.G. Combs, O.D. Jones, and S.D. Roath and they therefore share,
with all co-trustees, investment and voting power over these 625,550
shares. These shares do not appear separately in the table for any of
these individuals and each of them disclaims beneficial ownership thereof.
(7) The address of Ariel Capital Management, Inc., is 307 N. Michigan Avenue,
Chicago, Illinois 60601.
(8) Does not include certain shares held by the Employees' Profit Sharing Plan
and the Variable Investment Plan in respect of which R.A. Plomgren may
have shared voting power by virtue of his membership on the Policy
Committee of such plans, and of which he disclaims beneficial ownership.
Includes 50,000 shares held in a fiduciary capacity for which R.A.
Plomgren has shared voting and investment power.
(9) Includes the 1,562,673 shares held by the Thomas J. Long Foundation and
the 625,550 shares held by the J.M. Long Foundation because certain of the
trustees of each entity are directors or executive officers of the
Company.
(10) Bank of America National Trust and Savings Association is the trustee of
the Employees' Profit Sharing Plan and Merrill Lynch Trust Company is the
trustee of the Variable Investment Plan. The Policy Committee for both of
the plans has the authority to direct the trustee as to the voting of
allocated whole shares of the Company's Common Stock for which no voting
instructions are timely received from the participant, the aggregate
number of fractional shares allocated to participants' accounts and all
unallocated shares. As such, the members of the Policy Committee may be
deemed to have shared voting power with respect to such shares. On March
31, 1995, the aggregate number of such fractional and unallocated shares
in the plans was 290,590.
</TABLE>
ITEM I. ELECTION OF DIRECTORS
The Board of Directors consists of eleven members, the maximum authorized
membership, divided into three classes. Four directors, as set forth below, are
to be elected at the Annual Meeting. The remaining seven directors will continue
to serve as set forth below. The proxy holders will vote the proxies received by
them for the following four nominees for the terms set below and until their
successors are duly elected and qualified (unless authorization to vote for
election of directors has been withheld). The four nominees receiving the
greatest number of votes will be elected as directors of the Company. The
Company is unaware of any nominee who would be unavailable to serve if elected.
In the event that any nominee shall be unable to serve, the proxies will be
voted by the proxy holders for such other person as may be designated by the
Board of Directors.
The following sets forth information as to each nominee for election at this
meeting and each director continuing in office, including their ages, present
principal occupations and those held during the last five years, directorships
in other publicly held corporations, membership in committees of the Board of
Directors, and the year in which each first became a director of the Company.
All occupations listed refer to the Company unless otherwise stated.
NOMINEES FOR ELECTION AT THIS MEETING:
(TERMS TO EXPIRE MAY 1998)
R.M. Long, 56, Chairman of the Board, Chief Executive Officer, and
Director. Prior thereto he was President and Chief Executive Officer. Mr.
Long chairs the Nominating Committee. He has been a Director of the Company
since 1968.
R.A. Plomgren, 61, Senior Vice President -- Development and Director. He
has been a Director of the Company since 1972.
F.E. Trotter, 64, President, F.E. Trotter, Inc.; and Director. Prior
thereto he was Trustee of the Estate of James Campbell. Mr. Trotter is a
Director of Bancorp Hawaii, Inc., Bank of Hawaii, Kikiaola Land Co., and
Maui Land and Pineapple Co. Mr. Trotter is a member of the Audit Committee.
He has been a Director of the Company since 1989.
H.R. Somerset, 59, Business Consultant and Director. Prior thereto he
was President and Chief Executive Officer of California and Hawaiian Sugar
Company. Mr. Somerset is a Director of PLM
3
<PAGE>
International, Inc., and Brown and Caldwell. Mr. Somerset is a member of the
Audit Committee, the Stock Bonus and Compensation Review Committee, and the
Stock Investment Committee. He has been a Director of the Company since
1992.
DIRECTORS WHOSE PRESENT TERMS EXPIRE MAY 1996:
W.G. Combs, 64, Vice President -- Administration and Director. Prior
thereto he was Treasurer. He has been a Director of the Company since 1980.
R.M. Brooks, 66, Financial Consultant; and Director. Prior thereto he
was President and Chief Executive Officer of SFA Management Corporation. Mr.
Brooks is a Director of BEI Electronics, Inc., and Granite Construction,
Inc. Mr. Brooks chairs the Stock Bonus and Compensation Review Committee and
the Stock Investment Committee, and is a member of the Audit Committee and
the Nominating Committee. He has been a Director of the Company since 1988.
D.G. DeSchane, 70, Retired Vice President and District Manager of the
Company; and Director. Mr. DeSchane is a member of the Stock Bonus and
Compensation Review Committee. He has been a Director of the Company since
1990.
DIRECTORS WHOSE PRESENT TERMS EXPIRE MAY 1997:
S.D. Roath, 54, President and Director. Prior to becoming President he
was Executive Vice President. He has been a Director of the Company since
1979.
E.E. Johnston, 77, Insurance Consultant; and Director. Mr. Johnston
chairs the Audit Committee and is a member of the Stock Investment
Committee, the Nominating Committee, and the Stock Bonus and Compensation
Review Committee. He has been a Director of the Company since 1980.
T.R. Sweeney, 56, Retired Vice President and District Manager of the
Company; and Director. He has been a Director of the Company since 1978.
M.S. Metz, Ph.D., 57, Dean, U.C. Berkeley Extension, and Director. Prior
thereto she was a Consultant and President of Mills College. Dr. Metz is a
Director of Pacific Gas and Electric Company, Union Bank, and Pacific
Telesis Group. Dr. Metz is a member of the Audit Committee and the Stock
Bonus and Compensation Review Committee. She has been a Director of the
Company since 1991.
THE BOARD OF DIRECTORS
During the fiscal year ended January 26, 1995, the Board of Directors met
four times. During the fiscal year, each director attended more than 75% of all
meetings of the Board and the Committees upon which they served.
COMMITTEES OF THE BOARD
The Audit Committee is composed entirely of non-employee directors. The
current Committee members are E.E. Johnston (Chairman), H.R. Somerset, F.E.
Trotter, M.S. Metz, and R.M. Brooks. The Audit Committee's primary functions are
to monitor the Company's accounting, financial reporting, and control
procedures, and to recommend the independent certified public accountants to be
selected by the Company. The Committee met two times during the fiscal year
ended January 26, 1995.
The Stock Bonus and Compensation Review Committee establishes compensation
for the Company's senior executive officers and administers the Company's
long-term incentive plans. The current Committee members are R.M. Brooks
(Chairman), D.G. DeSchane, E.E. Johnston, M.S. Metz, and H.R. Somerset. The
Committee met two times during the fiscal year ended January 26, 1995.
The Nominating Committee recommends to the Board of Directors candidates for
directors of the Company. The Committee will consider qualified candidates
including those submitted by shareholders. Shareholder recommendations may be
submitted to the Secretary in accordance with the Company's By-Laws. The
Committee met one time during the fiscal year ended January 26, 1995. The
current Committee members are R.M. Long (Chairman), R.M. Brooks, and E.E.
Johnston.
4
<PAGE>
The Stock Investment Committee is responsible for authorizing the purchase
by the Corporation, or by its subsidiary, Longs Drug Stores California, Inc., or
by the Employee Profit Sharing Plan or the Variable Investment Plan of said
subsidiary, of shares of the Corporation's Common Stock. The Committee met four
times during the fiscal year ended January 26, 1995. The current Committee
members are R.M. Brooks (Chairman), H.R. Somerset, and E.E. Johnston.
EXECUTIVE COMPENSATION
The table below sets forth the compensation earned by the following persons
during the fiscal years ended January 26, 1995, January 27, 1994, and January
28, 1993, for services rendered in all capacities to the Company and its
subsidiaries: (i) the chief executive officer (CEO) of the Company, and (ii) the
four other most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- --------------
OTHER ANNUAL RESTRICTED ALL OTHER
FISCAL COMPENSATION STOCK COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) AWARD(S)(1)($) ($)
- - ----------------------------------------------- ------ --------- -------- ------------ -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
R.M. Long--CEO & Chairman of the Board 1995 $ 100,000 $255,670 $2,309 $3,024
1994 103,000 282,610 2,242 3,115
1993 100,000 306,570 2,395 $107,125 2,926
S.D. Roath--President 1995 $ 100,000 $255,372 $2,309 $3,024
1994 92,700 252,330 2,242 3,115
1993 90,000 273,184 2,395 $107,125 2,926
R.A. Plomgren--Senior Vice President-- 1995 $ 90,000 $160,980 $2,309 $3,024
Development 1994 82,400 171,590 2,242 3,115
1993 80,000 186,130 2,395 $100,400 2,926
O.D. Jones--Senior Vice President--Properties 1995 $ 90,000 $142,040 $2,309 $3,024
1994 82,400 131,200 2,242 3,115
1993 80,000 142,330 2,395 $ 98,719 2,926
B.M. Brandon--Senior Vice President 1995 $ 80,000 $123,090 $2,309 $3,024
1994 72,100 121,120 2,242 3,115
1993 70,000 131,390 2,395 $ 98,719 2,926
- - -----------------------------------------------------------------------------------------------------
<FN>
- - --------------------------
(1) The number and value (based on the last reported sale price on January 26,
1995), of the aggregate restricted stock holdings of the named executive
officers at the end of fiscal 1995 were: R.M. Long, 5,500 shares
($186,313); S.D. Roath, 10,500 shares ($355,688); R.A. Plomgren, 5,300
shares ($179,538); O.D. Jones, 5,250 shares ($177,844); and B.M. Brandon,
5,250 shares ($177,844). Dividends paid on restricted shares are retained
by the Company and, when the restricted shares vest, the retained
dividends thereon, plus interest earned from the Company's investment of
dividends, are paid to the recipient.
(2) Comprised entirely of Company contributions for the indicated year that
were allocated to the named executive officer's account in the Employee's
Profit Sharing Plan.
</TABLE>
5
<PAGE>
DIRECTORS' COMPENSATION
Directors who are employees of the Company or any subsidiary of the Company
receive no additional compensation for their services as directors. Each other
member of the Board is paid an annual retainer of $27,000 plus a fee of $900 for
each Board meeting attended. Each director who is not an employee of the Company
or any subsidiary of the Company receives $900 for each Committee meeting
attended. Each Committee Chairman receives an additional annual fee of $4,000
for each such position held.
TERMINATION AGREEMENTS
The Subsidiary has entered into Agreements with the officers identified in
the table under the caption "Executive Compensation" on page 5, and 307 other
officers and key employees of the Subsidiary which provide for severance
payments to such officers and employees in the event of their discharge by the
Subsidiary at any time within two years after the date of an Uninvited Change in
Control (as defined) or a resignation of the executive or employee at any time
within the period commencing 180 days and ending two years after an Uninvited
Change in Control. The severance benefits payable to the executive or employee
would be equal to three times the annual average income of the executive or
employee during the five taxable years preceding the date of termination of
employment. For purposes of the Agreements, Uninvited Change in Control means
any change in the ownership or effective control of the Company or any
subsidiary or the ownership of a substantial portion of the assets of the
Company or any subsidiary, which change is not approved by a majority of the
directors of the Company who have been in office at least six months prior to
the date of such change.
If an Uninvited Change in Control had occurred on December 31, 1994, and all
executives and other employees covered by the Agreements had been discharged by
the Company, Messrs. R.M. Long, S.D. Roath, R.A. Plomgren, O.D. Jones and B.M.
Brandon would have been entitled to receive $1,216,746, $1,033,635, $770,265,
$643,455, and $577,311, respectively. All other officers and employees covered
by the Agreements would have been entitled to receive $66,300,369.
REPORT OF THE STOCK BONUS
AND COMPENSATION REVIEW COMMITTEE
The Stock Bonus and Compensation Review Committee consists of five members
of the Board, none of whom is an employee of the Company. One member, D.G.
DeSchane, who retired in 1988, is a former officer of the Company. The purpose
of the Committee is to establish compensation for the Company's executive
officers and to administer the Company's long-term incentive plans.
In compensating executives, including the Chief Executive Officer, the
Company's policy has been to employ a straightforward compensation program under
which a significant portion of compensation is tied to the Company's
performance. Given the stability of the senior management team, the Committee
believes that this approach provides an appropriate incentive to senior
management to continually strive to increase long-term profitability. The
Committee recognizes that management compensation is a key ingredient in
attracting and retaining capable leadership and that the compensation program
must afford members of senior management the opportunity to earn levels of
compensation that they will find acceptable.
The major components of executive compensation consist of base salary,
bonus, and awards under the Company's equity plans. Salaries for executive
officers are set at levels that the Committee believes, based on its study of
comparative industry data, are relatively low for the senior management of
large, publicly traded retail businesses. The companies surveyed for the sake of
this comparison have included virtually all of the peer group companies included
in the chart appearing under "Performance Graph" on page 8, and certain
additional grocery and general merchandise retailers, although the precise group
of companies surveyed may vary slightly from year to year. Base annual salaries
for executive officers in the fiscal year ended January 26, 1995, ranged from
$56,000 to $100,000.
The more significant component of cash compensation is the Company's bonus
program. Under this program the Committee establishes an applicable percentage
of the Company's operating income before provisions ("OIBP") for each executive
officer at the beginning of each year. OIBP is, essentially, earnings before
taxes, profit sharing contributions, senior officer bonuses, and any required
LIFO adjustment. The
6
<PAGE>
bonus program is designed to produce cash compensation (i.e. salary and bonus)
that the Committee believes, based on the survey described in the preceding
paragraph, is in the lower end of the range of annual compensation for senior
management in large, publicly traded retail businesses if the Company achieves
target levels of OIBP. The applicable percentages are arrived at on the basis of
the percentage of budgeted OIBP necessary to reach the target range. A cash
bonus is paid quarterly to the officer in the amount of his applicable
percentage of OIBP for that quarter. Bonuses for executive officers in fiscal
1995 ranged from $54,000 to $256,000. These bonuses accounted for approximately
55% of total cash compensation for all executive officers. The Committee has not
established limits on the percentage of cash compensation that may consist of
these bonuses.
The third component of executive compensation is the periodic granting of
equity based awards under the Company's Long-Term Incentive Plan of 1987 and the
1995 Long-Term Incentive Plan. Awards under these plans can include restricted
stock, stock options, performance shares and stock appreciation rights and can
be made to key employees, including executive officers, key general office
employees and the top three managers in most stores. These plans are intended to
provide compensation that will be an incentive to key employees to enhance the
profitable growth of the Company and the value of its common stock. While the
range of award sizes among participants has been relatively modest, the
difference in size of awards under the plans has been based primarily on the
general level of responsibility of the recipient. The Committee may also
consider subjective factors on a case by case basis as it believes to be in the
Company's best interests. Awards made under the plans have been a relatively
small component of executive officer compensation. Since the adoption of the
1987 plan through the end of fiscal 1995, awards ranging from 7,000 to 8,000
shares of restricted stock have been made under the plans to the Chief Executive
Officer and each other executive officer other than the President, to whom an
aggregate of 13,000 shares of restricted stock has been awarded. Approximately
323,800 additional shares of restricted stock have been granted to the other
recipients under the plans.
The Chief Executive Officer's cash compensation declined in fiscal 1995 from
1994, with base salary comprising 28% of annual salary and bonus. This decline
was due to the reduction of Mr. Long's base salary by $3,000 and a lower bonus
resulting from his percentage of OIBP (applicable percentage) being reduced
slightly from fiscal 1994 to 1995 and from OIBP declining in fiscal 1995. This
reduction in Mr. Long's salary and applicable percentage was made after a
request by Mr. Long that the Committee consider such a change in order to bring
his compensation more closely in line with that of Mr. Roath, the President, in
recognition of Mr. Roath's added responsibilities in 1995. In awarding
restricted stock to Mr. Long in fiscal 1995, the Committee was aware of Mr.
Long's substantial shareholdings in the Company. Nonetheless, the Committee
believed that these awards were appropriate in light of Mr. Long's overall level
of compensation and the level of awards made to the other executive officers and
key employees.
<TABLE>
<S> <C>
R. M. Brooks (Chairman) D. G. DeSchane
E. E. Johnston H. R. Somerset
M. S. Metz
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Stock Bonus and Compensation Review Committee consists of five members
of the Board, none of whom is an employee of the Company. One member, D. G.
DeSchane, who retired in 1988, is a former officer of the Company. The other
members of the committee are R.M. Brooks, E.E. Johnston, M.S. Metz and H.R.
Somerset.
7
<PAGE>
PERFORMANCE GRAPH
The graph below indicates the cumulative total shareholder return, including
reinvestment of dividends, over the last five fiscal years. The stock price
performance shown is not necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
LONGS DRUG STORES, S&P 500 INDEX, AND NATIONAL ASSOCIATION OF
CHAIN DRUG STORES ("NACDS") PEER GROUP INDEX.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
LONGS DRUG STORE S&P 500 NACDS PEER GROUP INDEX
<S> <C> <C> <C>
Jan-90 100 100 100
Jan-91 81.52 108.39 122.59
Jan-92 93.88 132.99 155.28
Jan-93 95.25 147.06 162.81
Jan-94 90.33 166 162
Jan-95 91.34 166.88 201.62
</TABLE>
*The NACDS Peer Group Index is comprised of the following companies:
Arbor Drugs, Inc.; Big B, Inc.; Drug Emporium, Inc.; F&M Distributors,
Inc.; Fay's Incorporated; Genovese Drug Stores, Inc.; Longs Drug
Stores; Perry Drug Stores, Inc.; Revco D.S., Inc.; Rite Aid
Corporation; and Walgreen Co.
FINANCIAL STATEMENTS
The Annual Report of the Company, including financial statements for the
fiscal year ended January 26, 1995, is being mailed to all shareholders
concurrently with the mailing of this Proxy Statement. A copy of the Company's
Form 10-K for such fiscal year may be obtained without charge by writing to
Longs Drug Stores Corporation, Attention: Corporate Treasurer, 141 North Civic
Drive, Walnut Creek, California 94596.
CERTIFIED PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP was engaged as certified public
accountants for the fiscal year ended January 26, 1995. The Board of Directors,
on recommendation of its Audit Committee, has retained the firm for the current
fiscal year. Representatives of Deloitte & Touche are expected to be present at
the Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
SHAREHOLDER'S PROPOSALS FOR 1996 ANNUAL MEETING
Under the rules of the Securities Exchange Commission, in order for a
shareholder's proposal to be considered for inclusion in the Company's Proxy
Statement for the 1996 Annual Meeting of Shareholders, such proposal must be
received at the Company's Executive Offices at 141 North Civic Drive, Post
Office Box 5222, Walnut Creek, California 94596, Attention: Corporate Secretary,
no later than the close of business on December 20, 1995.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
business other than that described above to be presented for action at the
meeting, but it is intended that all proxies will be exercised upon any other
matters and proposals that may properly come before the meeting or any
adjournment thereof, in accordance with the direction of the persons named
therein.
8
<PAGE>
PROXY CARD PROXY CARD
LONGS DRUG STORES CORPORATION
141 NORTH CIVIC DRIVE, WALNUT CREEK, CALIFORNIA
ANNUAL MEETING OF SHAREHOLDERS-MAY 16, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints R.M. LONG, S.D. ROATH, R.A. PLOMGREN and each of them
proxies for the undersigned, with the powers the undersigned would possess if
personally present and with full power of substitution to act and to vote, as
designated below, all the shares of the undersigned in Longs Drug Stores
Corporation, at the Annual Meeting of its Shareholders to be held on Tuesday,
May 16, 1995, at 11:00 A.M., and at any adjournment thereof.
See Reverse Side
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
/X/PLEASE MARK YOUR CHOICES LIKE THIS
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES NAMED IN
PROPOSAL 1.
---------------
COMMON
1. ELECTION OF DIRECTORS AS LISTED BELOW
(except as marked to the contrary below)
FOR WITHHOLD AUTHORITY
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name below.)
R. M. Long R. A. Plomgren F. E. Trotter H. R. Somerset
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment thereof,
including matters which the Board of Directors do not at this time know are to
be presented at the meeting.
Please sign exactly as name appears below. If the stock is of record in the
names of two or more persons, one of them may sign the proxy. A proxy executed
by a corporation or a partnership should be signed in its name by an authorized
person. Executors, administrators, guardians, conservators, and custodians
should so indicate when signing.
DATED:_________________________,1995
- - --------------------------------------------------
Signature of shareholder
- - --------------------------------------------------
Signature of shareholder
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
LONGS DRUG STORES CORPORATION
141 NORTH CIVIC DRIVE, WALNUT CREEK, CALIFORNIA
ANNUAL MEETING OF SHAREHOLDERS-MAY 16, 1995
DIRECTION TO TRUSTEES,
LONGS DRUG STORES CALIFORNIA, INC. EMPLOYEE PROFIT SHARING PLAN
AND LONGS DRUG STORES CALIFORNIA, INC. VARIABLE INVESTMENT PLAN
To: Trustee, Longs Drug Stores California, Inc. Employee Profit Sharing Plan
Trustee, Longs Drug Stores California, Inc. Variable Investment Plan
I direct you as Trustee to vote as I have indicated on the other side of this
card. You will vote my shares of the Common Stock of Longs Drug Stores
Corporation credited to my account under the Plan at the Annual Meeting of
Shareholders of Longs Drug Stores Corporation to be held on Tuesday, May 16,
1995, at 11:00 A.M., and at any adjournment thereof.
See Reverse Side
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
/X/PLEASE MARK YOUR CHOICES LIKE THIS
THIS CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS CARD WILL BE VOTED FOR ALL NOMINEES NAMED IN
PROPOSAL 1.
---------------------- --------------
PROFIT SHARING V.I.P.
1. ELECTION OF DIRECTORS AS LISTED BELOW
(except as marked to the contrary below)
FOR WITHHOLD AUTHORITY
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name below.)
R. M. Long R. A. Plomgren F. E. Trotter H. R. Somerset
2. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting, or any adjournment thereof,
including matters which the Board of Directors do not at this time know are to
be presented at the meeting.
Please sign exactly as name appears below. If the stock is of record in the
names of two or more persons, one of them may sign the card. A card executed by
a corporation or a partnership should be signed in its name by an authorized
person. Executors, administrators, guardians, conservators, and custodians
should so indicate when signing.
DATED:_________________________,1995
- - -------------------------------------------------
Signature of shareholder
- - -------------------------------------------------
Signature of shareholder
PLEASE MARK, SIGN, DATE, AND RETURN THE CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
PROXY CARD PROXY CARD
LONGS DRUG STORES CORPORATION
141 NORTH CIVIC DRIVE, WALNUT CREEK, CALIFORNIA
ANNUAL MEETING OF SHAREHOLDERS-MAY 16, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints R.M. LONG, S.D. ROATH, R.A. PLOMGREN and each of them
proxies for the undersigned, with the powers the undersigned would possess if
personally present and with full power of substitution to act and to vote, as
designated below, all the shares of the undersigned in Longs Drug Stores
Corporation, at the Annual Meeting of its Shareholders to be held on Tuesday,
May 16, 1995, at 11:00 A.M., and at any adjournment thereof.
See Reverse Side
<PAGE>
/X/PLEASE MARK YOUR CHOICES LIKE THIS
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES NAMED IN
PROPOSAL 1.
------------------------
RESTRICTED STOCK AWARD
1. ELECTION OF DIRECTORS AS LISTED BELOW
(except as marked to the contrary below)
FOR WITHHOLD AUTHORITY
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name below.)
R. M. Long R. A. Plomgren F. E. Trotter H. R. Somerset
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment thereof,
including matters which the Board of Directors do not at this time know are to
be presented at the meeting.
Please sign exactly as name appears below. If the stock is of record in the
names of two or more persons, one of them may sign the proxy. A proxy executed
by a corporation or a partnership should be signed in its name by an authorized
person. Executors, administrators, guardians, conservators, and custodians
should so indicate when signing.
DATED:_________________________,1995
- - -------------------------------------------------
Signature of shareholder
- - -------------------------------------------------
Signature of shareholder
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
