<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 Section240.14a-11(c) or
Section240.14a-12
WORLD COLOR PRESS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1)
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:
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<PAGE>
WORLD COLOR PRESS, INC.
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1997
To the Stockholders of World Color Press, Inc.:
You are hereby notified that the annual meeting of stockholders of World
Color Press, Inc. (the "Company") will be held at Hotel Inter-Continental, 111
East 48th Street, New York, New York on Wednesday, May 7, 1997, at 10:00 a.m.
(local time), for the following purposes:
1. To elect nine directors to serve for the ensuing year; and
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 14, 1997 as
the record date for the determination of the stockholders entitled to notice of
and to vote at the annual meeting.
We hope that you will be able to attend the meeting in person, but if you
are unable to do so, please fill in, sign and promptly mail back the enclosed
proxy form, using the return envelope provided. If, for any reason, you should
subsequently change your plans, you can, of course, revoke the proxy at any time
before it is actually voted.
By Order of the Board of Directors
WORLD COLOR PRESS, INC.
Signature
JENNIFER L. ADAMS
SECRETARY
Greenwich, Connecticut
March 27, 1997
<PAGE>
WORLD COLOR PRESS, INC.
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1997
This proxy statement is being mailed to stockholders of World Color Press,
Inc., a Delaware corporation (the "Company" or "World Color"), by the Board of
Directors (the "Board") of the Company, beginning on or about March 27, 1997, in
connection with a solicitation of proxies by the Board for use at the annual
meeting of stockholders to be held on Wednesday, May 7, 1997, at Hotel
Inter-Continental, 111 East 48th Street, New York, New York and all adjournments
or postponements thereof (the "Annual Meeting"), for the purposes set forth in
the attached Notice of Annual Meeting of Stockholders.
Execution of a proxy given in response to this solicitation will not affect
a stockholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a stockholder who has signed a proxy does not
in itself revoke a proxy. Any stockholder giving a proxy may revoke it at any
time before it is voted by giving notice thereof to the Company in writing or in
open meeting, by attending the Annual Meeting and voting in person, or by
delivering a proxy bearing a later date.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company and not revoked will be voted in accordance with the instructions
contained therein. The shares represented by executed but unmarked proxies will
be voted (i) FOR the nine persons nominated for election as directors and (ii)
on such other business or matters which may properly come before the Annual
Meeting and all adjournments or postponements thereof, in accordance with the
best judgment of the persons named as proxies in the enclosed form of proxy.
Other than the election of directors, the Board has no knowledge of any matters
to be presented for action by the stockholders at the Annual Meeting.
Only holders of record of the Company's common stock, $.01 par value per
share (the "Common Stock"), at the close of business on March 14, 1997 are
entitled to notice of and to vote at the Annual Meeting. At the close of
business on that date, the Company had outstanding and entitled to vote
33,744,531 shares of Common Stock, each of which is entitled to one vote per
share.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect nine directors of the
Company, each to hold office until the 1998 annual meeting of stockholders and
until his successor is duly elected and qualified. Set forth below are the
Board's nominees to serve as directors of the Company. Unless stockholders
otherwise specify, the shares represented by the proxies received will be voted
in favor of the election as directors of the nine persons named as nominees
herein. The Board has no reason to believe that any of the listed nominees will
be unable or unwilling to serve as a director if elected. However, in the event
that any nominee should be unable or unwilling to serve, the shares represented
by proxies received will be voted for another nominee selected by the Board.
Directors are elected by a majority of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors (assuming a quorum is present). An abstention from voting
will be tabulated as a vote withheld on the election and will be included in
computing the number of shares present for purposes of determining the presence
of a quorum but will not be considered in determining whether each of the
nominees has received a majority of the votes cast at the Annual Meeting. A
broker or nominee holding shares registered in its name, or the name of its
nominee, which are beneficially owned by another person and for which it has not
received instructions as to voting from the beneficial owner, has the discretion
to vote the beneficial owner's shares with respect to the election of directors.
The following sets forth certain information, as of March 15, 1997, about
each of the Board nominees for election at the Annual Meeting. Except as
otherwise noted, each nominee has engaged in the principal occupation or
employment and has held the offices shown for more than the past five years.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION; OFFICE, IF ANY,
DIRECTOR HELD IN THE COMPANY; OTHER
NAME AGE SINCE DIRECTORSHIPS
- --------------------------------- --- ------------------ ----------------------------------------------------
<S> <C> <C> <C>
Gerald S. Armstrong.............. 53 March 1987 Mr. Armstrong is a Partner and a Director of
Stonington Partners, Inc., a private investment
firm, a position that he has held since 1993. He is
also a Partner and a Director of Stonington
Partners, Inc. II. Mr. Armstrong has been a member
of the Board of Directors of Merrill Lynch Capital
Partners, Inc. ("MLCP"), a private investment firm
affiliated with Merrill Lynch & Co., Inc. since 1988
and a consultant to MLCP since July 1994. He was a
Partner of MLCP from 1993 to July 1994 and an
Executive Vice President of MLCP from 1988 to July
1994. Mr. Armstrong was also a Managing Director of
the Investment Banking Division of Merrill Lynch,
Pierce, Fenner & Smith Incorporated from 1988 to
1994. Mr. Armstrong is a Director of AnnTaylor
Stores Corporation, Blue Bird Corporation, First
USA, Inc. and Goss Graphic Systems, Inc.
Robert G. Burton................. 58 May 1991 Mr. Burton has been Chairman of the Board, President
and Chief Executive Officer of the Company since May
1991.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION; OFFICE, IF ANY,
DIRECTOR HELD IN THE COMPANY; OTHER
NAME AGE SINCE DIRECTORSHIPS
- --------------------------------- --- ------------------ ----------------------------------------------------
<S> <C> <C> <C>
Mark J. Griffin.................. 48 October 1996 Dr. Griffin is the founder of the Eagle Hill School
in Greenwich, Connecticut and has served as the
headmaster of the school since 1975. He has also
been a psychologist in private practice since 1990.
Michael W. Harris................ 42 March 1996 Mr. Harris has been President, Manufacturing of the
Company since December 1995 and prior thereto was
Executive Vice President - Manufacturing of the
Company since July 1995. Prior thereto, Mr. Harris
was Senior Vice President, Manufacturing since
October 1993 and was Vice President, Manufacturing
since 1992.
Henry R. Kravis.................. 53 June 1988 Mr. Kravis is a Founding Partner of Kohlberg Kravis
Roberts & Co. L.P. ("KKR") and, effective January
1996, he became a managing member of the limited
liability company which is the general partner of
KKR. Mr. Kravis is a General Partner of KKR
Associates, L.P. ("KKR Associates"). He is also a
director of AutoZone, Inc., Borden, Inc., Bruno's,
Inc., Evenflo & Spalding Holdings Corporation,
Flagstar Companies, Inc., Flagstar Corporation, The
Gillette Company, IDEX Corporation, K-III
Communications Corp., Merit Behavioral Care
Corporation, Newquest Capital, plc, Owens-Illinois,
Inc., Owens-Illinois Group, Inc., Safeway, Inc.,
Sothebys Holdings, Inc. and Union Texas Petroleum
Holdings, Inc. Mr. Kravis and Mr. Roberts are first
cousins.
Alexander Navab, Jr.............. 31 April 1995 Mr. Navab has been an Executive of KKR and a limited
partner of KKR Associates since 1993. From 1991 to
1993, Mr. Navab was an associate at James D.
Wolfensohn, Inc. Mr. Navab is also a director of
Borden, Inc. and Newquest Capital, plc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION; OFFICE, IF ANY,
DIRECTOR HELD IN THE COMPANY; OTHER
NAME AGE SINCE DIRECTORSHIPS
- --------------------------------- --- ------------------ ----------------------------------------------------
<S> <C> <C> <C>
Marc L. Reisch................... 41 March 1996 Mr. Reisch has been Group President, Sales and Chief
Operating Officer of the Company since August 1996.
Prior thereto, Mr. Reisch was Executive Vice
President, Chief Operating and Financial Officer
since June 1996 and Executive Vice President, Chief
Operating and Financial Officer and Treasurer since
July 1995. Prior thereto he was Executive Vice
President, Chief Financial Officer and Treasurer
since October 1993. From October 1991 until October
1993, Mr. Reisch was Vice President, Chief Financial
Officer and Treasurer of the Company.
George R. Roberts................ 53 October 1988 Mr. Roberts is a Founding Partner of KKR and
effective January 1996, he became a managing member
of the limited liability company which is the
general partner of KKR. Mr. Roberts is a general
partner of KKR Associates. He is also a director of
AutoZone, Inc., Borden, Inc., Bruno's Inc., Evenflo
& Spalding Holdings Corporation, Flagstar Companies,
Inc., Flagstar Corporation, IDEX Corporation, K-III
Communications Corp., Merit Behavioral Care
Corporation, Newquest Capital, plc, Owens-Illinois,
Inc., Owens-Illinois Group, Inc., Safeway, Inc., and
Union Texas Petroleum Holdings, Inc. Mr. Roberts and
Mr. Kravis are first cousins.
Scott M. Stuart.................. 37 September 1992 Mr. Stuart was a general partner of KKR from January
1995 until January 1996, when he became a member of
the limited liability company which is the general
partner of KKR. Mr. Stuart has been a general
partner of KKR Associates since January 1995, and
prior thereto he was an Executive of KKR and a
limited partner of KKR Associates since 1986. He is
also a director of Borden, Inc. and Newquest
Capital, plc.
</TABLE>
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH STOCKHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK
REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
4
<PAGE>
BOARD OF DIRECTORS
GENERAL
The Board held three meetings in 1996. Each director, other than Messrs.
Kravis and Roberts, attended at least 75% of the aggregate of (a) the total
number of meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which the director served during 1996.
COMMITTEES
There are four committees of the Board comprised of the following directors
as of January 31, 1997: the Executive Committee (comprised of Messrs. Burton,
Navab and Stuart); the Audit Committee (comprised of Mr. Armstrong and Dr.
Griffin); the Compensation Committee (comprised of Messrs. Armstrong and Stuart
and Dr. Griffin, with a subcommittee thereof comprised of Mr. Armstrong and Dr.
Griffin); and the Stock Option Committee (comprised of Messrs. Armstrong and
Stuart and Dr. Griffin, with a subcommittee thereof comprised of Mr. Armstrong
and Dr. Griffin).
The Executive Committee is empowered to exercise all of the powers and
authority of the Board in the management of the business and affairs of the
Company, provided that it may not (i) approve or adopt or recommend to
stockholders any action or matter expressly required by the General Corporation
Law of the State of Delaware to be submitted to stockholders for approval, (ii)
adopt, amend or repeal any bylaw of the Company or (iii) take any specific
actions delegated to other committees of the Board. The Executive Committee
meets as necessary and formally met one time in 1996.
The Audit Committee's principal functions are to recommend to the Board on
an annual basis a firm of independent public accountants to serve as the
Company's auditors; to meet with the Company's independent public accountants to
review procedures; to review the fee and scope of the annual audit, together
with the audit reports of the Company's outside and internal auditors and the
recommendations made by them; and to review the Company's accounting and
financial control structure. The Audit Committee formally met one time during
1996.
The Compensation Committee's principal functions are to determine the annual
salary and bonus of selected senior officers of the Company, including the Chief
Executive Officer, and to establish and review performance standards under the
Company's compensation and incentive programs for senior officers. The
subcommittee of the Compensation Committee comprised of Mr. Armstrong and Dr.
Griffin has ultimate decision-making authority for purposes of Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The Compensation Committee formally met one time during 1996.
The Stock Option Committee's principal functions are to review
recommendations for and determine grants under the Company's equity incentive
plans. The subcommittee of the Stock Option Committee comprised of Mr. Armstrong
and Dr. Griffin has ultimate decision-making authority for purposes of Section
16(a) of the Exchange Act and Section 162(m) of the Code. The Stock Option
Committee met one time during 1996.
DIRECTOR COMPENSATION
Each director who is not an employee of the Company receives an annual
retainer of $25,000. Directors who are also employees of the Company receive no
remuneration for serving as directors.
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
World Color pays fees to KKR of $750,000 per year for management consulting
and financial advisory services. The Company believes these fees are no less
favorable than those which could be obtained for comparable services from
unaffiliated third parties. Members of the limited liability company which is
the general partner of KKR and employees of KKR who also serve as directors of
the Company do not receive additional compensation for service in such capacity,
other than customary directors' fees. Messrs. Kravis, Roberts and Stuart, each
of whom is a director of World Color, are members of the limited liability
company which is the general partner of KKR and general partners of KKR
Associates. Mr. Navab, who is a director of World Color, is an Executive of KKR
and a limited partner of KKR Associates.
The Company believes that any past transactions with its affiliates have
been at prices and on terms no less favorable to the Company than transactions
with independent third parties. The Company may enter into transactions with its
affiliates in the future. However, the Company intends to enter into such
transactions only at prices and on terms no less favorable to the Company than
transactions with independent third parties. In addition, the Company's debt
instruments generally prohibit the Company from entering into any such affiliate
transaction on other than arm's length terms.
6
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 15, 1997, including beneficial
ownership by (i) each stockholder of World Color who owns more than 5% of the
outstanding shares of the Common Stock, (ii) each director and nominee of World
Color, (iii) the Chief Executive Officer of World Color, (iv) World Color's four
highest paid executive officers (exclusive of the Chief Executive Officer) and
(v) all directors and executive officers of World Color as a group. Except as
otherwise noted, the persons named in the table below have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
SHARES OF THE SHARES OF THE
NAME COMMON STOCK OWNED (1) COMMON STOCK
- ------------------------------------------------------------------------ ------------------------ -----------------
<S> <C> <C>
KKR Associates(2)....................................................... 17,546,289 49.5%
Henry R. Kravis(2)...................................................... -- --
George R. Roberts (2)................................................... -- --
Scott M. Stuart (2)..................................................... -- --
Alexander Navab, Jr..................................................... -- --
Gerald S. Armstrong..................................................... 109,661(3) *
Mark J. Griffin......................................................... 1,500 *
Robert G. Burton........................................................ 689,196(4) 1.9
Marc L. Reisch.......................................................... 147,521(5) *
Jennifer L. Adams....................................................... 100,998(6) *
Michael W. Harris....................................................... 94,929(7) *
Brian W. Sullivan....................................................... 2,916(8) *
All directors and executive officers as a group......................... 1,425,728(9) 4.0
</TABLE>
- ------------------------
* Signifies less than 1%
(1) Includes shares issuable upon the exercise of all outstanding Options that
are exercisable within 60 days of the date hereof.
(2) Shares of the Common Stock shown as owned by KKR Associates are owned of
record by KKR Associates, APC Associates, L.P. ("APC Associates"), GR
Associates, L.P. ("GR Associates"), WCP Associates, L.P. ("WCP Associates")
and KKR Partners II, L.P. ("KKR Partners II"). The sole general partner of
each of APC Associates, GR Associates, WCP Associates and KKR Partners II is
KKR Associates which possesses sole voting and investment power with respect
to the shares of the Common Stock shown as owned by KKR Associates. Messrs.
Kravis, Roberts and Stuart (directors of World Color) and Robert I.
MacDonnell, Paul E. Raether, Michael W. Michelson, Michael T. Tokarz, James
H. Greene, Jr., Edward A. Gilhuly, Perry Golkin and Clifton S. Robbins, as
the general partners of KKR Associates, may be deemed to share beneficial
ownership of the shares of Common Stock shown as beneficially owned by KKR
Associates. Each of such persons disclaim beneficial ownership of such
shares, other than to the extent of his economic interest in such shares.
The address of KKR Associates is 9 West 57th Street, New York, New York
10019.
(3) Includes an aggregate of 90,595 Options that are exercisable within 60 days
of the date hereof as well as an aggregate of 1,500 shares owned of record
by children of Mr. Armstrong, of which shares Mr. Armstrong may be deemed to
have indirect ownership.
(4) Includes an aggregate of 575,240 Options that are exercisable within 60 days
of the date hereof.
(5) Includes an aggregate of 124,750 Options that are exercisable within 60 days
of the date hereof.
(6) Includes an aggregate of 82,754 Options that are exercisable within 60 days
of the date hereof as well as an aggregate of 1,000 shares owned of record
by children of Ms. Adams, of which shares
7
<PAGE>
Ms. Adams may be deemed to have indirect ownership. Ms. Adams serves as the
custodian for such shares.
(7) Includes an aggregate of 79,915 Options that are exercisable within 60 days
of the date hereof.
(8) Includes an aggregate of 2,500 Options that are exercisable within 60 days
of the date hereof.
(9) Includes an aggregate of 1,177,826 Options that are exercisable within 60
days of the date hereof as well as the shares that may be deemed to be owned
indirectly by each of Mr. Armstrong and Ms. Adams as set forth in notes (3)
and (6).
8
<PAGE>
EXECUTIVE OFFICERS
The table below sets forth certain information regarding the current
executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ---------------------------------------------------------------
<S> <C> <C>
Robert G. Burton.......................... 58 Chairman of the Board of Directors, President and Chief
Executive Officer
Jennifer L. Adams......................... 37 Executive Vice President, Chief Legal and Administrative
Officer and Secretary
Jerome V. Brofft.......................... 52 Senior Vice President, Purchasing and Logistics
Dean E. Cherry............................ 36 Executive Vice President, Investor Relations and Corporate
Communications
Michael W. Harris......................... 42 President, Manufacturing
Martin K. Jacobus......................... 45 President, Publication and Directory Sales
Thomas M. Pierno.......................... 35 Executive Vice President, Chief Financial Officer
Marc L. Reisch............................ 41 Group President, Sales and Chief Operating Officer
Daniel M. Snopkowski...................... 44 Vice President, Treasurer
Brian W. Sullivan......................... 39 President, Commercial Division
John E. Van Horn.......................... 56 President, Catalog Sales
</TABLE>
ROBERT G. BURTON has been Chairman of the Board, President and Chief
Executive Officer since May 1991.
JENNIFER L. ADAMS has been Executive Vice President, Chief Legal and
Administrative Officer and Secretary since July 1995 and is responsible for the
legal, benefits, human resources, information systems, safety and environmental
departments. Ms. Adams was Executive Vice President, General Counsel and
Secretary of the Company since October 1993. Prior thereto, Ms. Adams was Vice
President, General Counsel and Secretary of the Company from December 1991 until
October 1993.
JEROME V. BROFFT has been Senior Vice President, Purchasing and Logistics
since October 1995 and prior thereto was Vice President, Purchasing and
Logistics since February 1995. Prior thereto, Mr. Brofft was Vice President,
Purchasing since May 1992. Prior to joining World Color in May 1992, Mr. Brofft
was Director of Purchasing at Western Publishing Company.
DEAN E. CHERRY has been Executive Vice President, Investor Relations and
Corporate Communications since February 1997. Prior thereto, Mr. Cherry was
Executive Vice President, Operations since September 1996 and Senior Vice
President, Operations since January 1994. Mr. Cherry was Vice President,
Regional Manager of World Color's Stillwater, Oklahoma plant from January 1993
to January 1994 and was Vice President, Operations from June 1991 until January
1993.
MICHAEL W. HARRIS has been President, Manufacturing since December 1995 and
prior thereto was Executive Vice President - Manufacturing since July 1995.
Prior thereto, Mr. Harris was Senior Vice President, Manufacturing since October
1993 and was Vice President, Manufacturing since 1992.
MARTIN K. JACOBUS has been President, Publication and Directory Sales since
July 1995 and prior thereto was Vice President and Division President -
Magazines and Directories since October 1993. Prior to such date, Mr. Jacobus
was Vice President, Sales and Marketing since June 1992. From May 1991 to June
1992 Mr. Jacobus held the position of Group Vice President, Western Sales.
9
<PAGE>
THOMAS M. PIERNO has been Executive Vice President, Chief Financial Officer
since March 1997, and prior thereto was Senior Vice President, Finance. Prior
thereto, Mr. Pierno was Vice President, Controller from August 1996. Mr. Pierno
was Assistant Controller from May 1994 to August 1996. Prior to joining World
Color in May 1994, Mr. Pierno was Director of Financial Planning at Paramount
Communications Inc. since 1991.
MARC L. REISCH has been Group President, Sales and Chief Operating Officer
since August 1996. Prior thereto, Mr. Reisch was Executive Vice President, Chief
Operating and Financial Officer since June 1996 and Executive Vice President,
Chief Operating and Financial Officer and Treasurer since July 1995. Prior
thereto he was Executive Vice President, Chief Financial Officer and Treasurer
since October 1993. From October 1991 until October 1993, Mr. Reisch was Vice
President, Chief Financial Officer and Treasurer of the Company.
DANIEL M. SNOPKOWSKI has been Vice President, Treasurer since June 1996.
Prior thereto, Mr. Snopkowski was Treasurer at OSI Specialties since August 1993
and prior thereto, was Treasurer at Card Establishment Services, Inc.
BRIAN W. SULLIVAN has been President, Commercial Division since September
1996. Prior thereto, Mr. Sullivan was President, Northeast Graphics Inc.
("Northeast Graphics") since December 1995 and prior thereto, was Vice
President, Sales & Marketing, Northeast Graphics since April 1989.
JOHN E. VAN HORN has been President, Catalog Sales since August 1995. Prior
thereto, Mr. Van Horn was Group President-Publication and Catalog since July
1995. Mr. Van Horn was Vice President and Division President-Catalog from August
1993 until July 1995. Prior thereto, Mr. Van Horn was Senior Vice President of
Alden, Sales and Marketing Division since January 1992.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(1)(2)
-----------------------
ANNUAL COMPENSATION RESTRICTED
------------------------------ STOCK ALL OTHER
SALARY BONUS AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(3) GRANTED(#) ($)
- --------------------------------------------------- ---- ---------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Burton................................... 1996 640,000 1,200,000 -- 75,000 --
Chairman of the Board of Directors, President and 1995 587,500 1,000,000 -- 95,000 --
Chief Executive Officer 1994 512,500 735,000 -- -- --
Marc L. Reisch..................................... 1996 330,667 420,000 -- 40,000 --
Group President, Sales and Chief Operating 1995 305,833 425,000 -- 67,500 --
Officer 1994 270,800 297,500 -- -- --
Jennifer L. Adams.................................. 1996 262,832 305,000 -- 30,000 --
Executive Vice President, Chief Legal and 1995 240,833 310,000 -- 62,500 --
Administrative Officer and Secretary 1994 205,800 252,500 0 14,285 --
Michael W. Harris.................................. 1996 230,000 240,000 -- 30,000 --
President, Manufacturing 1995 200,000 156,000 -- 28,750 --
1994 193,333 0 -- -- --
Brian W. Sullivan.................................. 1996 268,365 230,000 -- 20,000 --
President, Commercial Division 1995 249,231(4) 60,500 -- 12,500 --
</TABLE>
10
<PAGE>
- ------------------------
(1) On November 20, 1995, Printing Holdings, L.P. ("PHLP") was merged with and
into the Company (the "Merger"). Immediately prior to the Merger, PHLP had
been the Company's sole stockholder. In the Merger, partnership units in
PHLP were converted into shares of Common Stock, principally at a ratio of
0.50 shares of Common Stock for each partnership unit. In addition, upon
consummation of the Merger, in order to cause the Company's Common Stock
options ("Options") to be exercisable for Common Stock on a basis consistent
with the Company's capitalization after the Merger, the Stock Option
Committee of the Board of Directors adjusted all of the outstanding Options
(the "Options Adjustments") so that each Option became exercisable for five
times the number of shares of Common Stock for which it had been exercisable
immediately prior to the Merger at an exercise price per share equal to
one-fifth of the exercise price immediately prior to the Merger. The table
reflects the consummation of the Merger and the Options Adjustments.
(2) Outstanding shares of Common Stock and shares of Common Stock issuable upon
the exercise of Options ("Option Shares") are subject to agreements with the
Company pursuant to which, among other things, (a) the transfer of shares of
Common Stock and Option Shares is restricted for five years after issuance,
(b) each stockholder has the right to resell shares of Common Stock and
Option Shares to the Company upon death or, under certain circumstances,
disability of such stockholder and (c) the Company has the right to purchase
all of each stockholder's shares of Common Stock and Option Shares at
varying prices depending upon the circumstance if (i) such stockholder's
employment with the Company is terminated, including, without limitation, as
a result of the stockholder's death, disability or retirement, (ii) the
stockholder effects an unpermitted transfer of shares of Common Stock or
Option Shares or (iii) in the case of Option Shares subject to the 1995
Senior Management Stock Option Plan, the Option Shares become subject to a
transfer pursuant to, among other things, a bankruptcy proceeding or
property settlement (a "Call Event"), provided that in such event the right
to purchase shall be only as to the number of Option Shares subject to the
transfer resulting in the Call Event. The Options vest in 20% annual
increments over a period of five years from the date of grant, subject to
accelerated vesting in the event of termination of employment upon death,
permanent disability or permitted retirement. The Options are exercisable
for ten years from the date of the grant, with certain exceptions,
including, without limitation, in the case of the termination of the
optionholder's employment with the Company.
(3) The purchase price for such shares of Common Stock was the fair market value
of such shares of Common Stock on the date of issuance. Prior to January 25,
1996, the shares of Common Stock were not publicly traded at the date of
issuance and, accordingly, fair market value represents the Company's best
judgment of the value at the date of issuance. Because the purchase price of
the Common Stock was equal to the estimated fair market value of the shares
of Common Stock, the value shown in the table is zero. As of December 29,
1996, Mr. Burton had been awarded 108,856 shares of restricted Common Stock
which were purchased for $750,000 and were valued at $2,081,871; Mr. Reisch
had been awarded 21,771 shares of restricted Common Stock which were
purchased for $150,000 and were valued at $416,370; Ms. Adams had been
awarded 17,244 shares of restricted Common Stock which were purchased for
$140,000 and were valued at $329,791; and Mr. Harris had been awarded 14,514
shares of restricted Common Stock which were purchased for $100,000 and were
valued at $277,580. The fair market value of the Common Stock as of December
29, 1996 is based upon the December 27, 1996 closing price of $19.125 per
share.
(4) Includes compensation earned by Mr. Sullivan while an employee of Northeast
Graphics prior to the Company's purchase of Northeast Graphics in March,
1995.
11
<PAGE>
OPTION GRANTS IN 1996
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF TOTAL
OPTIONS OPTIONS GRANTED TO EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED(1) EMPLOYEES IN 1996 PER SHARE ($/SH.) DATE VALUE(2)
- ------------------------------------- ----------- --------------------- ----------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Robert G. Burton..................... 75,000 21.2% $ 22.00 10/01/2006 $ 960,750
Marc L. Reisch....................... 40,000 11.3% 22.00 10/01/2006 512,400
Jennifer L. Adams.................... 30,000 8.5% 22.00 10/01/2006 384,300
Michael W. Harris.................... 30,000 8.5% 22.00 10/01/2006 384,300
Brian W. Sullivan.................... 20,000 5.6% 22.00 10/01/2006 256,200
</TABLE>
- ------------------------
(1) Option Shares are subject to agreements with the Company pursuant to which,
among other things, (a) the transfer of Option Shares is restricted for five
years after issuance, (b) each optionholder has the right to resell Option
Shares to the Company upon death, or under certain circumstances, disability
of such optionholder and (c) the Company has the right to purchase all of
each optionholder's Option Shares at varying prices depending upon
circumstance if (i) such optionholder's employment with the Company is
terminated, including, without limitation, as a result of the optionholder's
death, disability or retirement, (ii) the optionholder effects an
unpermitted transfer of Option Shares or (iii) in the case of Option Shares
subject to the 1995 Senior Management Stock Option Plan, the Option Shares
become subject to a transfer pursuant to a Call Event, provided that in such
event the right to purchase shall be only as to the number of Option Shares
subject to the transfer resulting in the Call Event. The Options vest in 20%
annual increments over a period of five years from the date of grant,
subject to accelerated vesting in the event of termination of employment
upon death, permanent disability or a permitted retirement. The Options are
exercisable for ten years from the date of the grant, with certain
exceptions, including, without limitation, in the case of the termination of
the optionholder's employment with the Company.
(2) The present value as of the date of grant, October 1, 1996, has been
calculated using the Black-Scholes method using assumptions about stock
price volatility, dividend yield and future interest rates. The assumptions
used in calculating the grant date values set forth in the table are as
follows: a volatility factor of .312, a dividend yield of zero over the life
of the options, a risk free interest rate of 6.80%, and an expected life of
the options of ten years. The present values as of the grant date set forth
in the table are only theoretical values and may not accurately determine
present value. The actual value, if any, that may be realized by each
individual will depend on the market price of the Common Stock on the date
of exercise.
12
<PAGE>
AGGREGATE OPTION EXERCISES IN FISCAL 1996 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
UNDERLYING DECEMBER 29, 1996 DECEMBER 29, 1996(1)
OPTIONS VALUE -------------------------- ---------------------------
NAME EXERCISED RESULTED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------- ------------- ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Burton........................... -- -- 575,240 151,000 $ 6,632,676 $ 313,500
Marc L. Reisch............................. -- -- 124,750 94,000 1,366,568 222,750
Jennifer L. Adams.......................... -- -- 80,524 93,031 820,167 319,466
Michael W. Harris.......................... -- -- 79,915 53,000 897,619 94,875
Brian W. Sullivan.......................... -- -- 2,500 30,000 10,313 41,250
</TABLE>
- ------------------------
(1) Fair market value of the Common Stock at December 29, 1996, minus the
exercise price of "in-the-money" options. The fair market value of the
Common Stock at December 29, 1996 is based upon the December 27, 1996
closing price of $19.125 per share.
COMPENSATION UNDER RETIREMENT PLANS
PENSION PLAN BENEFITS
The Retirement Plan of the Company traditionally has provided for retirement
benefits based upon an individual participant's years of service and final
average annual compensation. Final average annual compensation is the average
annual compensation (but not in excess of $150,000 which was the maximum amount
of compensation on which benefits could accrue under the law in effect in 1996)
for the highest five consecutive years of earnings during the last ten years of
credited service. The compensation covered by the Retirement Plan includes
wages, salaries and supplementary compensation.
Effective January 1, 1997 the Retirement Plan was amended to form the World
Color Press Cash Balance Plan (the "Cash Balance Plan"), which provides for the
determination of a participant's accrued benefit on a cash balance formula. A
participant's cash balance account will be credited each month with an amount
equal to 4% (on an annualized basis) of the participant's annual base wages plus
monthly interest at an annual rate equal to the interest of one-year U.S.
Treasury securities. A participant in the Cash Balance Plan becomes fully vested
in his/her accrued benefit after the completion of five years of service.
Benefits under the Retirement Plan are limited to the extent required by
provisions of the Code, and the Employee Retirement Income Security Act of 1974,
as amended. If payment of actual retirement benefits is limited by such
provisions, an amount equal to any reduction in retirement benefits will be paid
as a supplemental benefit under World Color's unfunded Supplemental Executive
Retirement Plan, as amended, and Supplemental Retirement Plan (together, the
"Unfunded Supplemental Benefit Plans"). The following table sets forth the
estimated combined annual retirement benefits under the Cash Balance Plan and
the Unfunded Supplemental Benefit Plans (exclusive of Social Security payments)
payable on a straight life annuity basis to each of Messrs. Reisch, Harris and
Sullivan and Ms. Adams, assuming continued service until age 65 and current
compensation levels remain unchanged and, in the case of Mr. Burton, payable as
a 100% joint and survivor annuity, assuming continued active service until April
1, 2000. Mr. Burton's benefit is not affected by changes in compensation.
13
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL
BENEFITS PAYABLE
NAME UPON RETIREMENT
- ---------------------------------------------------------------------------- ----------------
<S> <C>
Robert G. Burton............................................................ $ 577,500
Marc L. Reisch.............................................................. 204,962
Jennifer L. Adams........................................................... 180,000
Michael W. Harris........................................................... 216,828
Brian W. Sullivan........................................................... 146,250
</TABLE>
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
Mr. Reisch and Ms. Adams are each party to an agreement with World Color
which provides for the payment of an aggregate of 18 months of base salary upon
termination without cause.
BOARD COMPENSATION REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committees of the Board (which currently
have the same members) are responsible for the various aspects of the Company's
compensation package offered to its executive officers, including the named
executive officers. The following is the report of the Compensation and Stock
Option Committees:
POLICIES GOVERNING EXECUTIVE COMPENSATION. The Committees' rationales in
determining executive compensation are as follows: (a) to establish a direct
relationship between executive compensation and the annual, intermediate-term
and long-term performance of the Company; (b) to provide performance-based
compensation opportunities (including equity awards) that allow executive
officers to earn rewards for maximizing stockholder value; (c) to attract and
retain the key executives necessary for the Company's long-term success; and (d)
to reward individual initiative and the achievement of specified goals. In
applying these general policies, the Committees' objective has been to ensure
that a significant portion of the compensation paid to the Company's senior
executive officers, including the named executive officers, is incentive-based
because these individuals have substantial control and responsibility for the
Company's direction and performance. The Committees consider the Company's
performance, the individual executive's performance, comparative compensation
material (including compensation levels and equity awards by the Company's peer
group), the overall competitive environment for executives, the level of
compensation necessary to retain executive talent and the recommendations of
professional compensation consultants and management in making its
determinations on compensation.
The companies used to define the market for executive compensation
comparison purposes include a broad range of printing and publishing companies
similar in revenue size to the Company, as well as certain printing companies
which are direct competitors of the Company. In addition, comparative market
compensation data are collected from general industry compensation surveys. The
companies used to define the market for pay comparison purposes are more varied
than those in the peer group used in the performance graph because the
Committees believe that the Company's competitors for executive talent are more
varied than solely companies within the printing industry.
EXECUTIVE COMPENSATION GENERALLY. The Company's executive compensation
package currently consists of a mix of salary, bonus awards and stock option
grants as well as benefits under the employee benefit plans offered by the
Company. The Company is currently considering implementing other long-term
compensation programs, including, among others, stock purchase plans, and may do
so prior to the end of 1997.
14
<PAGE>
SALARY. The Compensation Committee periodically reviews the base salary of
the Chief Executive Officer and his direct reports. For 1996, the base salaries
for the Chief Executive Officer and his direct reports were targeted, on
average, at the median salaries at the companies deemed the market for executive
compensation comparison purposes.
BONUS. No bonus payouts are made under the Company's bonus plan unless the
Company achieves its financial goals. Potential payout amounts (expressed as a
percentage of salary) and related financial performance goals are established at
the beginning of the relevant performance period by the Compensation Committee,
after assessing recommendations of management and professional compensation
consultants. These goals are further adjusted, as necessary, throughout the year
to account for businesses acquired by the Company over the year.
The Company's financial performance is measured for bonus purposes in terms
of earnings per share (EPS) and Economic Value Added (EVA). EVA is calculated as
the operating earnings of the Company after deducting a charge for capital
employed. All bonus payouts are contingent upon achieving the Company's
financial goals and, with respect to executive officers responsible for various
operations, contingent upon achieving operation-specific financial goals. In
addition, the Compensation Committee, in its discretion, may increase or
decrease any payout to be made to a particular executive officer to reflect any
special circumstances that the Committee deems significant.
STOCK OPTION GRANTS. To further align the interests of management with the
interests of stockholders, the Company's executive compensation package also
includes stock option grants. Options granted by the Company have a per share
exercise price of 100% of the fair market value of a share of Common Stock on
the date of grant and, accordingly, the value of the option is dependent on the
future market value of the Common Stock.
The number of shares of Common Stock subject to options granted to the
Company's executive officers has historically been based on the salary,
responsibilities and performance of each officer. The Stock Option Committee has
also considered the amounts and terms of prior grants in making new options
grants in each year. In addition, the Stock Option Committee has indicated its
intent to review the number and value of options granted by selected peer
companies in making option grants to the Company's executive officers in the
future.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Under Section 162(m) of the Code,
the tax deduction by publicly held corporations, such as the Company, on amounts
paid in excess of $1 million to a covered executive is limited unless such
compensation is based upon performance objectives meeting certain regulatory
criteria or is otherwise excluded from the limitation. Based upon the
Compensation Committee's commitment to tie compensation with performance as
described in this report, the Compensation Committee currently intends to
qualify compensation paid to the Company's executive officers for deductibility
by the Company under Section 162(m) of the Code.
COMPENSATION OF ROBERT G. BURTON, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER.
The Committees established the 1996 compensation of Robert G. Burton,
Chairman of the Board, President and Chief Executive Officer, using
substantially the same criteria that were used to determine compensation levels
for other executive officers, discussed at the beginning of this report.
The foregoing report has been approved by all members of the Committees.
WORLD COLOR PRESS, INC.
COMPENSATION AND STOCK OPTION
COMMITTEES
Gerald S. Armstrong
Mark J. Griffin
Scott M. Stuart
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committees of the Board currently are
comprised of Messrs. Armstrong and Stuart and Dr. Griffin, each of which has a
subcommittee composed of Mr. Armstrong and Dr. Griffin that has ultimate
decision-making authority for purposes of Section 16(a) of the Exchange Act and
Section 162(m) of the Code. During the year ended December 29, 1996, the
Compensation and Stock Option Committees of the Board were comprised of Messrs.
Armstrong, Navab and Stuart.
World Color pays fees to KKR of $750,000 per year for management consulting
and financial advisory services. Messrs. Kravis, Roberts and Stuart, each of
whom is a director of World Color, are members of the limited liability company
which is the general partner of KKR and are general partners of KKR Associates.
Mr. Navab is an Executive of KKR and a limited partner of KKR Associates.
PERFORMANCE INFORMATION
Set forth below is a line graph comparing over the period from January 25,
1996 (the date of the Company's initial public offering) to December 29, 1996
the Company's cumulative total stockholder return with the cumulative total
return of companies in the Standard & Poor's 500 Index and companies in a peer
group selected in good faith by the Company. The companies in the peer group are
R.R. Donnelley & Sons Co., Banta Corp., Quebecor Printing, Inc., Big Flower
Press Holdings, Inc. and Cadmus Communications Corp. (collectively, the "Peer
Group"). All of these companies are in the printing industry. The total return
information presented in the graph assumes the reinvestment of dividends, in the
event dividends are paid. The returns of each component company in the Peer
Group have been weighted by relative stock market capitalization.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG WORLD COLOR PRESS, INC., S&P 500 INDEX AND PEER GROUP COMPANIES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WORLD COLOR STANDARD & POOR'S 500 PEER GROUP
<S> <C> <C> <C>
1-25-96 100 100 100
12-29-96 100.66 119.48 89.75
</TABLE>
The data points for the above graph are as follows:
<TABLE>
<CAPTION>
JANUARY 25, 1996 DECEMBER 29, 1996
----------------- -----------------
<S> <C> <C>
WORLD COLOR PRESS, INC................................... 100.00 100.66
STANDARD & POOR'S 500 INDEX.............................. 100.00 119.48
PEER GROUP............................................... 100.00 89.75
</TABLE>
16
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee recommended and the Board selected the firm of Deloitte
& Touche LLP, which served as the Company's independent certified public
accountants for the fiscal year ended December 29, 1996 and for the eleven years
prior thereto, to serve in such capacity for the current fiscal year. It is
expected that representatives of such firm will be present at the Annual Meeting
to respond to appropriate questions and, if they so desire, to make a statement.
OTHER MATTERS
All expenses of solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited personally and
by telephone by certain officers and other employees of the Company. The Company
has retained Proxy Services Corporation to assist in the collection of proxies
and expects to pay such firm a fee of approximately $1,000 plus out-of-pocket
expenses. Brokers, nominees and custodians who hold Common Stock in their names
and who solicit proxies from the beneficial owners will be reimbursed by the
Company for out-of-pocket and reasonable clerical expenses.
Section 16(a) of the Exchange Act requires certain of the Company's officers
and the Company's directors to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. The regulations of the
Securities and Exchange Commission require such officers and the directors to
furnish the Company with copies of all Section 16(a) forms they file. Based on
such forms, the Company believes that all of such officers and the directors
have complied with the Section 16(a) filing requirements.
STOCKHOLDER PROPOSALS
A stockholder who intends to present a proposal for action at any annual
meeting and who desires that such proposal be included in the Company's proxy
materials must submit the proposal to the Company in advance of the meeting.
Proposals for the annual meeting to be held in 1998 must be received by the
Company at its principal office no later than November 27, 1997 to be considered
for inclusion in the Company's proxy statement and proxy form relating to that
meeting. In addition, a stockholder who otherwise intends to present business at
any annual meeting (including nominating persons for election as directors) must
comply with, among their things, the notice requirements set forth in the
Company's By-Laws. A proposal or nomination that does not comply with such
requirements will be disregarded. Such proposals or nominations should be
addressed to Jennifer L. Adams, Secretary, World Color Press, Inc., The Mill,
340 Pemberwick Road, Greenwich, Connecticut 06831.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
The Company does not now intend to bring before the 1997 Annual Meeting any
matters other than those specified in the notice of the meeting, and it does not
know of any business which persons other than the management could properly
present at the meeting. Should any other matter requiring a vote of the
stockholders properly come before the meeting, the persons named in the
accompanying proxy intend to vote the shares represented by them in accordance
with their best judgment.
By Order of the Board of Directors
WORLD COLOR PRESS, INC.
Signature
JENNIFER L. ADAMS
SECRETARY
March 27, 1997
The Company will furnish to any stockholder, without charge, a copy of its
Annual Report on Form 10-K for the fiscal year 1996. Requests for Form 10-K
should be addressed to Dean E. Cherry, Executive Vice President, Investor
Relations and Corporate Communications.
17
<PAGE>
Proxy
World Color Press, Inc.
Proxy Solicited on Behalf of the Board of Directors
For The Annual Meeting of Stockholders to Be Held On May 7, 1997
The undersigned constitutes and appoints Robert G. Burton and Jennifer L.
Adams, and each of them, as true and lawful proxies, with full power of
substitution and revocation, to vote, as designated on the reverse side
hereof, all the Common Stock of World Color Press, Inc. which the undersigned
has power to vote, with all powers which the undersigned would possess if
personally present, at the Annual Meeting of Stockholders thereof to be held
May 7, 1997, or at all adjournments or postponements thereof.
Unless otherwise marked, this proxy will be voted FOR the election of all
of the nominees named.
Please vote, sign, date and return this proxy card promptly using the
enclosed envelope.
(Continued and to be signed on reverse side.)
<PAGE>
World Color Press, Inc.
Please mark vote in oval in the following manner using dark ink only.
For All
1. Election of Directors _ For Withhold Except
Nominees: Gerald S. Armstrong, All All As Noted
Robert G. Burton, Mark J. Griffin, / / / / / /
Michael W. Harris, Henry R. Kravis,
Alexander Navab, Jr., Marc L. Reisch,
George R. Roberts and Scott M. Stuart
__________________________________________________________________
(Except nominees written above)
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or at all adjournments or
postponements thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of the
Stockholders and of the Proxy Statement.
Dated: _________________________________, 1997
Signature(s)____________________________________________________________________
________________________________________________________________________________
Please sign exactly as your name appears. Joint owners should each sign
personally. Where applicable, indicate your official position or
representative capacity.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND RETURN
THIS PROXY FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.
