<PAGE> 1
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 Rule 14a-11(c) or Rule 14a-12
AMERICAN CITY BUSINESS JOURNALS, INC.
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(Name of Registrant as Specified in Its Charter)
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(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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<PAGE> 2
[ ] 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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<PAGE> 3
April 14, 1995
TO OUR STOCKHOLDERS
On behalf of the Board of Directors and management of American City
Business Journals, Inc., I invite you to the Annual Meeting of Stockholders to
be held on Friday May 19, 1995, at 10:00 AM at the Charlotte Marriott City
Center, 100 West Trade Street, Charlotte, North Carolina.
At the Annual Meeting, stockholders will elect the Board of Directors and
approve the selection of the Corporation's independent auditor. These matters
are discussed in the accompanying Notice of Annual Meeting and Proxy Statement.
Please complete and return the proxy card in the enclosed envelope even if
you plan to attend the meeting. If you do attend and wish to change your vote,
you may revoke your proxy at that time. You are encouraged to indicate your
voting preferences on the proxy card. But, if you wish to follow the
directors' recommendations, all you need to do is sign and date the card.
I encourage you to attend the meeting and look forward to answering any
questions you might have.
Sincerely,
Ray Shaw
Chairman and
Chief Executive Officer
<PAGE> 4
AMERICAN CITY BUSINESS JOURNALS, INC.
128 S. Tryon Street, Suite 2300
Charlotte, N.C. 28202
_____________________________________
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday May 19, 1995
TO ALL STOCKHOLDERS:
Notice is hereby given that the 1995 Annual Meeting of Stockholders of
American City Business Journals, Inc., a Delaware corporation, will be held on
Friday the 19th day of May, 1995, at 10:00 a.m. Eastern Standard Time, at the
Charlotte Marriott City Center, 100 West Trade Street, Charlotte, North
Carolina 28202, for the following purposes:
(1) To elect the six members of the Board of Directors for the ensuing
year or until their successors are duly elected and qualified.
(2) To ratify the appointment of Arthur Andersen LLP as auditors for the
Company for 1995.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 24, 1995,
as the record date for the determination of the Stockholders entitled to notice
of and to vote at the annual Meeting or any adjournment thereof.
BY THE ORDER OF THE BOARD OF DIRECTORS
Richard J. Koch, Secretary
Charlotte, North Carolina
April 14, 1995
IMPORTANT - YOUR PROXY IS ENCLOSED
ALL SHAREHOLDERS ARE ENCOURAGED TO ATTEND THE MEETING. EVEN IF YOU PLAN TO
ATTEND, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED.
<PAGE> 5
PROXY STATEMENT
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS OF
AMERICAN CITY BUSINESS JOURNALS, INC.
TO BE HELD FRIDAY, MAY 19, 1995
SOLICITATION OF PROXIES
SOLICITATION
American City Business Journals, Inc. (the "Company") is mailing this Proxy
Statement to the Stockholders of the Company to solicit their proxies for use
at the Annual Meeting of Stockholders to take place on Friday, May 19, 1995,
and at any adjournment of the meeting. The cost of this proxy solicitation is
being borne by the Company. In addition to solicitations by mail, a number of
regular employees of the Company and its subsidiaries may solicit proxies in
person, through the mail, or by telephone. Further, brokerage houses and other
custodian, nominees and fiduciaries may be requested to forward soliciting
material to their principals, and the Company will reimburse them for the
expense of doing so.
REVOCATION OF PROXY
Any stockholder giving his proxy may revoke it at any time before its
exercise by notifying Richard J. Koch, Secretary of the Company, by telecopy or
in writing. The persons named on the Proxy Card will vote the proxies at the
annual meeting, if received in time and not revoked.
MAILING OF PROXY STATEMENT AND PROXY CARD
The Company has had this Proxy Statement and the Proxy Card mailed to its
stockholders on or about April 14, 1995.
VOTING RIGHTS AND PROCEDURE
Only Stockholders of record at the close of business on March 24, 1995,
will be entitled to notice of, and to vote at, the Annual Meeting. On such
record date, the Company had 6,895,623 shares of Common Stock $.01 par value
(the only class of voting stock) issued and outstanding and entitled to vote
(the "Common Stock") and the market value of the Common Stock was $18.25 per
share. Each share shall be entitled to one vote on each matter coming before
the meeting. Provided a quorum is present, all elections, including the
election of Directors, shall be determined by a plurality vote, and except as
otherwise provided by law or the Certificate of Incorporation, all other
matters shall be determined by a vote of a majority of the shares present in
person or represented by proxy and voting on such matters.
When proxies are returned properly signed, the shares represented will be
voted by the Directors' Proxy Committee, consisting of Ray Shaw and Grant L.
Hamrick, in accordance with Stockholders' directions. You are urged to specify
your choices by marking the appropriate boxes on the enclosed proxy card. If
the proxy is signed and returned without specifying choices, the shares will be
voted as recommended by the Directors. A Stockholder giving a proxy may revoke
it at any time before it is voted at the meeting.
ELECTION OF DIRECTORS (Item A on Proxy Card)
The Board recommends that Stockholders vote FOR, and the Directors' Proxy
Committee intends to vote FOR, the election of the six nominees listed on the
<PAGE> 6
Proxy Card and further described in the following pages, unless otherwise
instructed on the Proxy Card. If you do not wish your shares to be voted for a
particular nominee, please so indicate in the space provided on the Proxy Card.
Directors elected at the Annual Meeting will hold office until the next Annual
Meeting or until their successors have been elected and qualified.
The following table lists the nominees:
<TABLE>
<CAPTION>
Served
Name Age Position Since
----------------------- --- --------------------------------------- --------
<S> <C> <C> <C>
Ray Shaw 61 Chairman of the Board, President, 06/89
Chief Executive Officer
James H. Hance, Jr. 50 Director 05/94
Grant L. Hamrick 56 Senior Vice President, Treasurer, 09/92
Chief Financial Officer, Director
John P. McMeel 59 Director 01/87
Glenn M. Stinchcomb 68 Director 06/89
George A. Wiegers 58 Director 05/92
</TABLE>
The Board was elected by majority vote at the last Annual Meeting of
Stockholders in May 1994.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors
The Board had four regular meetings, one special meeting and acted by
unanimous consent two times during 1994. The Company has an Executive
Committee, an Audit Committee and a Compensation Committee. The Company does
not have a Nominating Committee.
Executive Committee
The Executive Committee consisting of Ray Shaw and Grant L. Hamrick, acted
by unanimous consent five times in 1994. The function of the Executive
Committee is to exercise certain duties of the Board of Directors in the
management of the ordinary business of the Company, including opening bank
accounts in the name and on behalf of the Company, to appoint officers and/or
agents of the Company, to authorize the corporate seal to be affixed to
documents of the Company, and to execute all documents necessary to effectuate
previously approved transactions.
Audit Committee
The Audit Committee consisting of James H. Hance Jr. and Glenn M.
Stinchcomb, met twice in 1994 (George A. Wiegers served on the Audit Committee
until May 1994). The function of the Audit Committee is to recommend to the
Board the appointment of independent public accountants, review the scope of
the annual examination and non-audit services performed by the independent
public accountants and review the adequacy and effectiveness of the Company's
internal accounting controls.
<PAGE> 7
Compensation Committee
The Compensation Committee consisting of George A. Wiegers, John P. McMeel,
and Ray Shaw met once during 1994. The function of the Compensation Committee
is to review and recommend to the Board the levels, amounts and types of
compensation paid to officers and directors of the Company, and also serves as
the Administrative Committee for the 1989 Stock Option Plan.
NOMINEES
RAY SHAW has been Chairman of the Board and Chief Executive Officer of the
Company since June 1989. He was President and Chief Operating Officer of Dow
Jones & Company, Inc. for ten years, from which position he retired in early
1989.
JAMES H. HANCE, JR. has been a Director of the Company since 1994.
Mr. Hance is currently Vice Chairman and Chief Financial Officer of NationsBank
Corporation and has held these positions since October 1993. He joined
NationsBank (formerly NCNB Corporation) in March 1987. NationsBank Corporation
owns NationsBank, one of the country's largest banks. He is a director of
Summit Properties, Inc., a real estate investment trust.
GRANT L. HAMRICK has served as a Director of the Company since
September 24, 1992. He has been Senior Vice President, Treasurer and Chief
Financial Officer of the Company since November 1989. From November 1986 to
November 1989, he was a private investor. He is a director of the Cato
Corporation, a clothing retailer.
JOHN P. McMEEL has been a Director of the Company since January 1987. He
is co-founder and has been Chairman and President of Universal Press Syndicate,
Kansas City, Missouri, since February 1970. Universal Press Syndicate is a
national newspaper syndicator of cartoons, columns and editorials.
GLENN M. STINCHCOMB has been a Director of the Company since June 1989. He
is Vice President, Treasurer, and a Director of The Oklahoma Publishing
Company, the owner of OPUBCO Enterprises, Inc., the general partner of Business
Journal Associates Limited Partnership (see security ownership). He has been
affiliated with The Oklahoma Publishing Company for over 30 years. He is a
director of Gaylord Entertainment Company, a broadcasting and entertainment
company.
GEORGE A. WIEGERS has been a Director of the Company since May 1992. He is
a director and adviser to Dillon, Read & Co. Inc., an investment banking firm
in New York City and a general partner in Wiegers & Co., a private investment
company. From 1983 until December 1992 he was a Managing Director of Dillon,
Read & Co. Inc. Mr. Wiegers has been employed in the investment banking
business for over thirty years. He is a Director of Pulte Corporation, a home
building and financial services company.
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
(Voting Securities Only)
The following table sets forth certain information as of February 28, 1995,
with respect to the Common Stock of the Company regarding: (i) each person
who, to the best of the Company's knowledge, is the beneficial owner of more
than 5 % of such stock; (ii) shares beneficially owned by each director and
named executive officer of the Company; and (iii) total shares beneficially
owned by directors and officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address of Amount & Nature of
Beneficial Owner Beneficial Ownership <F1> Percent
------------------------------------------- ------------------------- -------
<S> <C> <C>
Business Journal Associates 3,885,105 <F2> 56.47
Limited Partnership
128 S. Tryon Street
Charlotte, NC 28202
Kirk A. Shaw 3,892,855 <F2> <F3> <F8> 56.31
128 S. Tryon Street
Charlotte, NC 28202
Ray Shaw 3,885,105 <F2> 56.52
128 S. Tryon Street
Charlotte, NC 28202
Whitney R. Shaw 3,916,955 <F2> <F3> <F8> 56.67
128 S. Tryon Street
Charlotte, NC 28202
Glenn M. Stinchcomb 3,891,405 <F2> 56.51
10111 N. Central Expressway
Dallas, TX 75231
Spears, Benzak, Salomon & Farrell 830,677 <F4> 11.5
45 Rockefeller Plaza
New York, NY 10111
SoGen International Fund, Inc. 380,031 <F5> 5.48
1221 Avenue of the Americas
New York, NY 10020
Wellington Management Company 362,420 <F6> 5.18
75 State Street
Boston, MA 02104
Quest Advisory Corp. 359,730 <F7> 5.2
1414 Avenue of the Americas
New York, NY 10019
Grant L. Hamrick 101,839 <F8> <F9> 1.46
Richard J. Koch 78,297 <F8> <F10> 1.13
<PAGE> 9
<CAPTION>
Name and Address of Amount & Nature of
Beneficial Owner Beneficial Ownership <F1> Percent
------------------------------------------- ------------------------- -------
<S> <C> <C>
George A. Wiegers 35,280 <F8> <F11>
George M. Conley 47,410 <F8> <F11>
John P. McMeel 6,510 <F8> <F11>
James H. Hance, Jr. 4,200 <F8> <F11>
Directors & Officers 4,239,090 <F12> 59.25
as Group (13 persons)
-------------------------
<FN>
<F1> The nature of beneficial ownership is direct unless otherwise
indicated by footnote. Beneficial ownership as shown in the table
arises from sole voting power and sole investment power unless
otherwise indicated by footnote.
<F2> The shares owned by Business Journal Associates Limited Partnership
("BJALP") are attributed to Ray Shaw, Kirk A. Shaw and Whitney R. Shaw
because 49% of BJALP is owned by the Shaw family as limited partners.
Such shares are also attributed to Mr. Stinchcomb, the Vice President,
Treasurer and Director of The Oklahoma Publishing Company, which
owns 100% of OPUBCO Enterprises, Inc. ("OEI") (formerly Shaw
Publishing, Inc.), the 51% general partner of BJALP. Ray Shaw is the
Chief Executive Officer of BJALP.
<F3> Whitney R. Shaw, a Vice President of the Company, and Kirk A. Shaw,
Director of Operating Services, are sons of Ray Shaw.
<F4> Based on information as of December 31, 1994 in its Schedule 13G dated
February 6, 1995, Spears, Benzak, Salomon & Farrell, a registered
investment advisor, has customer accounts which hold in aggregate
830,677 shares of Common Stock after giving effect to the conversion
of the Company's 6% Convertible Subordinated Debentures.
<F5> Based on information as of December 31, 1994 in its Schedule 13G dated
January 31, 1995, SoGen International Fund, Inc. owns 380,031 shares
and its investment advisor client, Societe Generale Asset Management
Corp., by virtue of its investment advisory contract with the Fund,
may be deemed a beneficial owner of such shares.
<F6> Based on information as of December 31, 1994 in its Schedule 13G dated
January 24, 1995, Wellington Management Company, an investment
advisor, has clients with shared voting power for 156,620 shares and
shared dispositive power for 362,420 shares, which incudes common
stock subject to acquisition upon conversion of the Company's 6%
Convertible Subordinated Debentures.
<PAGE> 10
<F7> Based on information as of December 31, 1994 in its Schedule 13G dated
February 10, 1995.
<F8> Includes presently exercisable options as follows:
Kirk A. Shaw 7,750 James H. Hance, Jr. 2,100
Whitney R. Shaw 31,850 John P. McMeel 2,100
Grant L. Hamrick 88,850 Glenn M. Stinchcomb 6,300
Richard J. Koch 40,900 George A. Wiegers 6,300
George M. Conley 47,200
<F9> Includes 6,269 shares subject to acquisition upon conversion of the
Company's 6% Convertible Subordinated Debentures.
<F10> Includes 30,458 shares and 6,789 shares subject to acquisition upon
conversion of the Company's 6% Convertible Subordinated Debentures
held by Mr. Koch's wife and children.
<F11> The percentage of shares beneficially owned does not exceed one
percent of the Common Stock of the Company.
<F12> Includes 13,007 shares of Common Stock subject to acquisition upon
conversion of the Company's Convertible Debentures. Includes
presently exercisable options to purchase 265,800 shares. See
Executive Compensation.
</TABLE>
EXECUTIVE OFFICERS
The following are the present Executive Officers of the Company who serve
with Mr. Shaw and Mr. Hamrick:
<TABLE>
<CAPTION>
Name Age Position
------------------------------------ --- ------------------------------------
<S> <C> <C>
George M. Conley 46 Vice President
Richard J. Koch 48 Vice President, Secretary,
General Counsel
Whitney R. Shaw 42 Vice President
Thomas C. Wood 50 Vice President
Kirk A. Shaw 36 Director of Operating Services
Wedge B. Abels 38 Controller
</TABLE>
All of these individuals have been employed by the Company in an executive
capacity for more than five years, except Wedge B. Abels.
WEDGE B. ABELS has been Controller of the Company since February 1994.
From February 1990 to July 1992 he was Controller of Knight Publishing Company.
From February 1985 to January 1990 he was General Accounting Manager of Knight
Publishing Company.
<PAGE> 11
EXECUTIVE COMPENSATION
The table which follows sets forth information concerning compensation for
each of the years ended December 31, 1994, 1993 and 1992 awarded to, earned by,
or paid to the chief executive officer and the four most highly compensated
executive officers of the Company, other than the chief executive officer,
whose annual salary and bonus exceeded $100,000:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------------- ---------------------------
Other All
Name and Annual Securities Other
Principal Compen- Underlying Compensation
Position Year Salary($) Bonus($) sation($) Options(#) ($)<F1>
----------------- ---- --------- --------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ray Shaw
Chairman of the 1994 $352,461 $60,000 -0- -0- $ 2,248
Board and Chief 1993 $338,618 $50,000 -0- -0- $ 348
Executive Officer 1992 $315,000 -0- -0- -0- $ 690
Grant L. Hamrick 1994 $126,000 $30,000 88,815<F2> 100 $ 154
Sr. Vice President 1993 $120,000 $27,000 -0- 30,000 $ 348
and Chief Financial 1992 $120,000 $20,000 -0- 4,500 $ 690
Officer
George M. Conley 1994 $163,000 $15,000 $ 1,315<F3> 100 $ 1,909
Vice President 1993 $158,340 $12,000 $17,250<F3> 6,000 $ 348
1992 $155,850 $ 5,000 -0- 3,000 $ 690
Richard J. Koch 1994 $154,960 $13,000 $65,190<F4> 100 $ 1,695
Vice President 1993 $149,000 $12,500 -0- 6,000 $ 348
1992 $144,375 $10,000 -0- 2,500 $ 690
Whitney R. Shaw 1994 $112,350 $30,000 -0- -0- $ 1,182
Vice President 1993 $105,000 $25,000 -0- 6,000 $ 348
1992 $100,000 $10,000 -0- 2,500 $ 690
-------------------------
<FN>
<F1> Amounts reflect profit sharing and matching contributions to Company's 401(k) Plan for the
designated individuals.
<F2> The difference between the exercise price and the fair market value of the Company stock
from the exercise of stock options for 10,000 shares on May 5, 1994 and 200 shares on
June 30, 1994.
<F3> The difference between the exercise price and the fair market value of the Company stock
from the exercise of stock options for 3,000 shares on November 9, 1993 and 200 shares on
June 30, 1994.
<PAGE> 12
<F4> The difference between the exercise price and the fair market value of the Company stock
from the exercise of stock options for 5,500 shares on February 24, 1994 and 200 shares on
June 30, 1994.
</TABLE>
STOCK OPTION GRANTS
The following table provides information on stock options granted in 1994
to the named executive officers pursuant to the Company's 1989 Employee Stock
Purchase Plan.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Individual Grants <F1> Realizable
------------------------------------------------- Value at Assumed
% of Total Annual Rates
Numbers of Options of Stock Price
Securities Granted to Exercise Appreciation
Underlying Employees of Base for Option Term
Options in Fiscal Price <F2> Expiration ----------------------
Name Granted (#) Year ($/Sh) Date 0%($) 5%($) 10%($)
--------------- ------------ ---------- ---------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ray Shaw -0- -0- N/A N/A N/A N/A N/A
Grant L. Hamrick 100 .18% $12.96 06/30/1995 229 305 382
George M. Conley 100 .18% $12.96 06/30/1995 229 305 382
Richard J. Koch 100 .18% $12.96 06/30/1995 229 305 382
Whitney R. Shaw -0- -0- N/A N/A N/A N/A N/A
-------------------------
<FN>
<F1> Options are currently exercisable and terminate one year from grant date. Except
in the events of death, retirement or termination by the Company, the options
expire if the recipient ceases to be employed by the Company. The exercise price
of options is the lower of 85% of the closing sale price of the Company's common
stock on the grant date or the exercise date as reported on The NASDAQ Stock
Market.
<F2> Pursuant to the option plan, standard anti-dilution provisions could impact the
price per share in the event of stock splits, merger or other corporate
reorganization.
</TABLE>
<PAGE> 13
STOCK OPTION EXERCISES AND OPTION VALUES
The following table contains information concerning stock options exercised
during 1994 and stock options unexercised at the end of 1994 with respect to
the named executive officers and the value of unexercised options as of
December 31, 1994 based on a closing price of $17 per share of the
Corporation's Common stock on such date.
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at FY-End at FY-End
On Value --------------------------- ---------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
--------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ray Shaw -0- -0- -0- -0- -0- -0-
Grant L. Hamrick 10,200 88,815 78,855 -0- 565,262 -0-
George M. Conley 200 1,315 44,205 -0- 395,436 -0-
Richard J. Koch 5,700 65,190 37,905 -0- 337,086 -0-
Whitney R. Shaw -0- -0- 28,350 -0- 243,574 -0-
</TABLE>
Compensation of Directors
During 1994, the Company compensated the non-management Directors for their
services in the amount of $10,000 per year, payable quarterly, plus $750 and
reasonable expenses per Board and committee meeting attended. The Company does
not compensate any Director who is also an employee of the Company. The
Company, in 1994, adopted the American City Business Journals, Inc. Formula
Stock Option Plan for Directors. The Plan provides that each non-employee
Director will be granted on June 1 of each year options to acquire 2,000 shares
of the Company stock at 110% of the Company's stock price on that date.
Pursuant to the Plan, the Company granted options on June 1, 1994 to purchase
2,000 shares at $15.68 per share to Messrs. McMeel, Hance, Wiegers and
Stinchcomb.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
In 1985 the Company executed an employment agreement with Mr. Koch which
provides that in the event of termination by the Company of the respective
employment agreement without cause, as defined in the agreement, the Company
shall pay to Mr. Koch as severance an amount equal to six months' salary. The
agreement restricts Mr. Koch from competing with the Company or from soliciting
any Company employees for two years following termination of Mr. Koch's
employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
OEI, the 51% General Partner of BJALP, (see Security Ownership) in prior
years subleased space at 128 South Tryon Street, Charlotte, North Carolina, to
<PAGE> 14
the Company. The two companies allocated the costs of the lease and a common
phone system at actual cost. The lease used square feet as the allocation
factor and the phone system used the number of phones. As a result of Company
expansion, the Company assumed the lease in 1994 and is using the additional
space for its motorsports publications.
Ray Shaw, an officer of the Company in the capacities of Chairman of the
Board and Chief Executive Officer, served on the Compensation Committee for
fiscal year 1994.
PERFORMANCE GRAPH
The following graph compares the five year cumulative return on the
Company's Common Stock to the Standard and Poor's 500 Stock Index and to the
Standard and Poor's Newspaper Publishing Group Index. The Company is not
included in these indexes.
<TABLE>
[PERFORMANCE GRAPH]
FIVE YEAR TOTAL RETURN CHART
Total Return Analysis
<CAPTION>
12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
American City Business Journals, Inc. 100.00 63.77 117.39 88.41 162.32 206.96
S&P Publishing-Newspaper 100.00 80.17 96.85 108.14 124.76 112.29
S&P 500 <F1> 100.00 96.87 125.81 134.93 148.01 145.73
-------------------------
<FN>
Source: Nordby International, Inc., 4801 Riverbend Road, Boulder, CO 80301, 800-926-7404
<F1> S&P 500 Total Return calculations are obtained with permission from Bloomberg Financial
Markets.
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee annually reviews the compensation of the Chief
Executive Officer and sets compensation guidelines for the Company's other
executive officers and administers the 1989 Employee Stock Option Plan (the
"1989 Plan"). Ray Shaw, the Company's Chief Executive Officer, serves on the
Compensation Committee but abstains from decisions regarding his own
compensation.
In accordance with the Securities and Exchange Commission's rules designed
to enhance disclosure of companies' policies toward executive compensation, the
following report is submitted by the listed committee members in their capacity
<PAGE> 15
as the Board's Compensation Committee. The report addresses the Company's
compensation policy as it related to the executive officers for fiscal 1994.
The Compensation Committee of the Board of Directors was, and continues to
be, guided by a belief that executive compensation should reflect the
Company's performance (as evidenced by the earnings before interest and taxes
("EBIT"), earnings per share ("EPS") and market value of the Company's common
stock), while at the same time considering surrounding competitive pressures,
individual performance (as evidenced by informal evaluations) and retention of
key executive officers. The Compensation Committee has not yet adopted a
policy with respect to the $1,000,000 limitation on deductibility of executive
compensation under Section 162(m) of the Internal Revenue Code of 1986, as
amended, since current compensation levels fall significantly below that
amount.
To accomplish this compensation policy in 1994, the Company's executive
compensation includes base salary and bonuses. As a general matter, each
executive's base salary was subjectively determined at the time each executive
assumed their current position to reflect prior experience, prior level of pay,
and salary paid to other Company executives holding positions with similar
responsibilities. Subsequent salary increases reflect the Company's overall
salary increase guideline used to compensate all Company employees, which
generally has been an amount 2%-4% greater than the cost of living increase in
the prior year. Increases for executives who are assigned additional
responsibilities exceed this percentage.
Executive salary increases averaged 5% in 1994; this same percentage
increase was applied Company-wide. Executive officer bonus levels are
determined by Company-wide performance and the performance levels of individual
operating units the executive has responsibility for. In 1994, bonus levels
for executive officers ranged from 5% to 25% of salary.
In addition to cash compensation, executive officers participate in both
the Company's Employee Stock Purchase Plan ("ESPP") and the Company's 1989
Employee Stock Option Plan ("Plan"). The ESPP is a broad based employee
benefit plan in which all employees with two years of service were given the
opportunity to acquire 100 shares of Company stock at a discount. The
Committee administers the Plan whose purpose is to secure for the Company and
its shareholders the benefits of the incentive inherent in common stock
ownership by the key employees who are largely responsible for the Company's
future growth and financial success. On an annual basis the Committee awards
fair market value option grants to key employees based on the recommendation of
the CEO. The CEO recommends grant size based on a variety of factors
including, job responsibility, the executive's experience, meeting budgeted net
income goals for the executive's department and the Company's current year net
income performance. Group publishers and administrative executives received
option grants up to 3,000 shares. Options were granted pursuant to the Plan in
February 1995.
The CEO does not participate in the Plan because he is the beneficial owner
of 58% of the Company's stock (see stock ownership).
<PAGE> 16
The CEO received a 4% base salary increase at the start of 1994. This
increase was consistent with the 5% Company norm for employees. The Committee
awarded the CEO a $60,000 bonus at the end of the year to reward the CEO for
the Company's 1994 performance in which sales increases exceeded the industry
average, the 1994 net income budget was achieved and the Company's stock
increased in value 28%.
Compensation Committee
Ray Shaw
John P. McMeel
George A. Wiegers
<PAGE> 17
TRANSACTIONS WITH MANAGEMENT
Crossroads Press, Inc., a subsidiary of the Company, subleases its office
space from George Mason, a director of Crossroads Press, Inc. The sublease,
entered into on December 1, 1984, terminates in June, 1999. Through March 31,
1995 the monthly rental is $9,973.76, or approximately $16.77 per square foot
annually. Base rent increases annually at an average of 3% per year.
Increases in real estate taxes or assessments are divided between Crossroads
Press, Inc. and Mr. Mason.
In January, 1990, the Company loaned $85,000 in the form of a five (5) year
interest free note to Mr. Koch as a relocation loan in connection with his move
from Kansas City to Charlotte. The loan was paid by Mr. Koch in January 1995.
See Compensation Committee Interlocks
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and executive officers and persons who own more than
10% of the Company's Common Stock to file initial stock ownership reports and
reports of changes in ownership with the Securities and Exchange Commission
(the "SEC"). SEC Regulations require the Company to be furnished with copies
of these reports.
The Company has been informed by Mr. George A. Wiegers, a director, that
his acquisition of 5,000 shares had not been timely reported on a Form 4. A
report has subsequently been filed.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS (Item B on Proxy
Card)
Subject to stockholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has appointed the firm of Arthur
Andersen LLP as independent public accountants for the year ended 1995. Arthur
Andersen LLP has audited the Company's books since its inception and has
provided audit services to the Company and its subsidiaries in connection with
Securities and Exchange Commission filings and review of periodic financial
statements.
The Board recommends that the stockholders vote FOR ratification, and
proxies solicited by the Board will be so voted unless the stockholder
specifies on the proxy card a contrary choice. If the stockholders do not
ratify this appointment, other independent public accountants will be appointed
by the Board upon recommendation of the Audit Committee.
One or more members of the firm are expected to be present at the Annual
Meeting and will have the opportunity to make a statement and be available to
respond to appropriate questions.
OTHER MATTERS TO COME BEFORE THE MEETING
If any business not described herein should properly come before the
meeting, the members of the Director's Proxy Committee will vote the shares
represented by them in accordance with their best judgement. At the time this
proxy statement went to press, the Company knew of no other matters which might
be presented for stockholder action at the meeting.
<PAGE> 18
SUBMISSION OF STOCKHOLDER PROPOSALS
Should a stockholder desire to include in next year's proxy statement a
proposal other than those made by the Board, such proposals must be sent to the
Secretary of the Company at 128 S. Tryon Street, Suite 2300, Charlotte, North
Carolina 28202, and must be received by December 15, 1995.
<PAGE> 19
APPENDIX A
[FORM OF PROXY]
[FRONT]
AMERICAN CITY BUSINESS JOURNALS, INC.
128 South Tryon Street, Suite 2300
Charlotte, North Carolina 28202
The undersigned hereby appoints Ray Shaw and Grant Hamrick as Proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and vote, as designated below, all the shares of Common Stock of
American City Business Journals, Inc. held on record by the undersigned on
March 24, 1995 at the Annual Meeting of Stockholders to be held on May 19, 1995
or any adjournment thereof.
Item A -- ELECTION OF DIRECTORS
FOR all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees below
Ray Shaw, John P. McMeel, Glenn M. Stinchcomb,
Grant L. Hamrick, George A. Wiegers, and James H. Hance, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write the name of the nominee(s) on the space provided below.)
-------------------------------------------------------------------------------
Item B -- RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Regarding the appointment of Arthur Andersen LLP as independent public
accountants for the year 1995.
FOR such Appointment AGAINST such Appointment ABSTAIN
[BACK]
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. None of the proposals are related to or
conditioned on the approval of any other proposal. If no direction is made,
this proxy will be voted for the election of the above nominees for Director,
and for the ratification of appointment of Arthur Andersen LLP, as independent
public accountants.
Please sign exactly as names appear below. when shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by the authorized person. THIS
PROXY AND EACH OF THE PROPOSALS ARE SOLICITED ON BEHALF OF THE COMPANY'S BOARD
OF DIRECTORS.
<PAGE> 20
Dated _______________________________________
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
Please mark, sign, date and return the proxy
card promptly using the enclosed envelope.
