<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 Rule 14a-11(c) or Rule 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:
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(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
WEDNESDAY, MAY 5, 1999
9:30 A.M., LOCAL TIME AT
WORLD COLOR'S CORPORATE HEADQUARTERS
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CT 06831
ANNUAL MEETING AGENDA
1. Elect directors to serve for the ensuing year.
2. Transact any other business properly brought before the meeting or any
adjournment or postponement thereof.
Stockholders of record at the close of business on March 12, 1999 will be
entitled to vote at the annual meeting.
We hope that you will be able to attend the meeting in person. It is
important that your shares be represented at the meeting. Please FILL IN, SIGN,
DATE AND MAIL 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 except as otherwise
described in the Proxy Statement.
By Order of the Board of Directors
/s/ Jennifer L. Adams
WORLD COLOR PRESS, INC.
Jennifer L. Adams
SECRETARY
Greenwich, Connecticut
March 26, 1999
<PAGE>
WORLD COLOR PRESS, INC.
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1999
PROXIES AND VOTING AT THE ANNUAL MEETING
This proxy statement is being mailed to stockholders of World Color Press,
Inc., a Delaware corporation (the "Company" or "World Color"), by order of the
Board of Directors (the "Board") of the Company, beginning on or about March 26,
1999, in connection with a solicitation of proxies by the Board for use at the
annual meeting of stockholders. The annual meeting will be held on Wednesday,
May 5, 1999, at World Color's Corporate Headquarters, The Mill, 340 Pemberwick
Road, Greenwich, Connecticut 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. Except as described below, 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 seven 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 12, 1999 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
38,131,836 shares of Common Stock, each of which is entitled to one vote per
share on each proposal. This does not include 590,646 shares of Common Stock
held in the Company's treasury as of such date.
If you participate in the World Color Stock Fund of the World Color Press,
Inc. 401(k) Plan (the "401(k) Plan") you may vote an amount of shares of Common
Stock equivalent to the interest in the Company's Common Stock credited to your
account as of the record date. Putnam Fiduciary Trust Company, the trustee of
the 401(k) Plan, is the record holder of the shares of Common Stock in the
401(k)
<PAGE>
Plan. Proxies will be considered confidential voting instructions to the trustee
with respect to shares held in accounts under the 401(k) Plan. The trustee will
vote your shares in accordance with such executed instructions received by April
30, 1999. If instructions are not received by the trustee by April 30, 1999, the
trustee is required to vote the shares credited to your account in the same
proportion that it votes shares for which it did receive timely instructions.
Thus, pursuant to these so called "mirror voting" provisions, please note that
your vote with respect to shares in your 401(k) Plan account will affect not
only the shares in your account, but also the unvoted shares in other 401(k)
Plan accounts. Please also note that because the record owner of the 401(k) Plan
shares is the trustee and not the individual participants, participants who only
hold shares through the 401(k) Plan are not entitled to attend the Annual
Meeting.
You may also revoke previously given voting instructions with respect to
shares held in your account under the 401(k) Plan by April 30, 1999 by filing
either a signed written notice of revocation or a properly completed and signed
proxy bearing a later date.
2
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect seven directors of the
Company, each to hold office until the 2000 annual meeting of stockholders and
until his/her 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 seven 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, 1999, 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>
(1) PRINCIPAL OCCUPATION; OFFICE, IF ANY, HELD IN THE COMPANY
(2) OTHER PUBLIC COMPANY DIRECTORSHIPS
NAME AGE DIRECTOR SINCE (3) COMMITTEE MEMBERSHIPS
- ---------------------- --- -------------------------------------------------------------------------------
<C> <C> <S> <C>
[PHOTO] 55 March 1987 (1) General Partner of Arena Capital Partners, LLC, a private
Gerald S. Armstrong investment firm, a position he has held since February 1998.
Prior thereto since 1993, Partner and a Director of
Stonington Partners, Inc., a private investment firm.
(2) Director of Ann Taylor Stores Corporation and Blue Bird
Corporation.
(3) Chairman of the Compensation Committee and a member of the
Audit and Executive Committees.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION; OFFICE, IF ANY, HELD IN THE COMPANY
(2) OTHER PUBLIC COMPANY DIRECTORSHIPS
NAME AGE DIRECTOR SINCE (3) COMMITTEE MEMBERSHIPS
- ---------------------- --- -------------------------------------------------------------------------------
<C> <C> <S> <C>
[PHOTO] 60 May 1991 (1) Chairman of the Board of Directors and Chief Executive
Robert G. Burton Officer since May 1991.
(3) Chairman of the Executive Committee.
[PHOTO] 38 January 1998 (1) Managing Director, High Yield and Acquisition Financing for
Patrice M. Daniels CIBC Oppenheimer Corp. since March 1997. From July 1987 until
March 1997, employed by Bankers Trust Company, most recently
as a Managing Director.
(3) Chairman of the Audit Committee and a member of the
Compensation Committee.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION; OFFICE, IF ANY, HELD IN THE COMPANY
(2) OTHER PUBLIC COMPANY DIRECTORSHIPS
NAME AGE DIRECTOR SINCE (3) COMMITTEE MEMBERSHIPS
- ---------------------- --- -------------------------------------------------------------------------------
<C> <C> <S> <C>
[PHOTO] 50 October 1996 (1) Founder of the Eagle Hill School in Greenwich, Connecticut
Mark J. Griffin and headmaster of the school since 1975. A psychologist in
private practice since 1990.
(3) Member of the Audit and Compensation Committees.
[PHOTO] 33 April 1995 (1) Executive of Kohlberg Kravis Roberts & Co. L.P. ("KKR") and a
Alexander Navab, Jr. limited partner of KKR Associates, L.P. ("KKR Associates")
since 1993.
(2) Director of Borden, Inc., KSL Recreation Corporation,
Newsquest Plc, Regal Cinemas, Inc. and Reltec Corporation.
(3) Member of the Executive Committee.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION; OFFICE, IF ANY, HELD IN THE COMPANY
(2) OTHER PUBLIC COMPANY DIRECTORSHIPS
NAME AGE DIRECTOR SINCE (3) COMMITTEE MEMBERSHIPS
- ---------------------- --- -------------------------------------------------------------------------------
<C> <C> <S> <C>
[PHOTO] 43 March 1996 (1) President since November 1998. Prior thereto Vice Chairman,
Marc L. Reisch Group President from January 1998 until November 1998. Group
President, Sales and Chief Operating Officer of the Company
from August 1996 until January 1998 and Executive Vice
President, Chief Operating and Financial Officer from June
1996 until August 1996. Executive Vice President, Chief
Operating and Financial Officer and Treasurer from July 1995
until June 1996 and Executive Vice President, Chief Financial
Officer and Treasurer from October 1993 to July 1995.
[PHOTO] 39 September 1992 (1) General partner of KKR from January 1995 until January 1996,
Scott M. Stuart when he became a member of the limited liability company
which is the general partner of KKR. General partner of KKR
Associates since January 1995, and prior thereto an Executive
of KKR and a limited partner of KKR Associates since 1986.
(2) Director of AEP Industries, Inc., Borden, Inc., The Boyds
Collection, Ltd., KSL Recreation Corporation and Newsquest
Plc.
(3) Member of the Compensation and Executive Committees.
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY 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.
6
<PAGE>
DIRECTOR ATTENDANCE
The Board held four regular meetings in 1998. Each director attended at
least 75% of the meetings of the Board and committees of the Board on which the
director served during 1998. Directors meet their responsibilities not only by
attending Board and Committee meetings, but also through communication with the
Chairman and Chief Executive Officer and other members of management on matters
affecting the Company.
DIRECTOR COMPENSATION
The following table displays all components of director compensation for
directors who are not also employees of the Company. Directors who are also
employees of the Company receive no remuneration for serving as directors.
<TABLE>
<S> <C> <C>
Annual Board Retainer $ 25,000
Annual Option Grant (1) 5,000 options
Annual Retainer for each member of the Audit and Compensation Committees $ 1,000
Annual Retainer for Committee Chair (in addition to member retainer) of
each of the Audit and Compensation Committees $ 2,000
Board Attendance Fee (per in person meeting) $ 1,000
</TABLE>
- ------------------------
(1) Options having an exercise price at fair market value are to be granted
following each annual meeting and vest on the earlier of the first
anniversary of the grant date and the day before the next annual meeting.
7
<PAGE>
BOARD COMMITTEES
There are three committees of the Board as of the record date: an Audit,
Compensation and Executive Committee. Membership as of the record date was as
follows:
<TABLE>
<CAPTION>
AUDIT COMPENSATION EXECUTIVE
- --------------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
Ms. Daniels, Chairman Mr. Armstrong, Chairman* Mr. Burton, Chairman
Mr. Armstrong Mr. Stuart Mr. Armstrong
Dr. Griffin Dr. Griffin* Mr. Stuart
Ms. Daniels* Mr. Navab
</TABLE>
* Subcommittee member
AUDIT COMMITTEE Two meetings during 1998
- Recommends to the Board a firm of independent public accountants to serve
as the Company's auditors.
- Meets with the Company's independent public accountants to review
procedures, fees and scope of the annual audit.
- Reviews the audit reports of the Company's outside and internal auditors
and the recommendations made by each.
- Reviews the Company's accounting and financial control structure.
COMPENSATION COMMITTEE Four meetings during 1998
- Reviews recommendations for and determines annual salary and bonus of
selected senior officers of the Company, including the Chief Executive
Officer.
- Establishes and reviews performance standards under the Company's
compensation and incentive programs for senior officers.
- Reviews recommendations for and determines grants under the Company's
equity incentive plans.
COMPENSATION COMMITTEE SUBCOMMITTEE Four meetings during 1998
- Exercises 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").
EXECUTIVE COMMITTEE One meeting during 1998
- Exercises all of the powers and authority of the Board in the management
of the business and affairs of the Company when the Board is not in
session except for:
- Approving, adopting or recommending 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.
- Adopting, amending or repealing any bylaw of the Company.
- Taking any specific actions delegated to other committees of the
Board.
8
<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. Mr. Stuart, who is a director of World
Color, is a member of the limited liability company which is the general partner
of KKR and a general partner of KKR Associates. Mr. Navab, who is a director of
World Color, is an Executive of KKR and a limited partner of KKR Associates.
CIBC, Inc., an affiliate of CIBC Oppenheimer Corp., is a lender under the
Company's credit facility and CIBC Oppenheimer Corp. was a co-lead manager in
the Company's November 1998 issuance of $300.0 million of its 8 3/8% Senior
Subordinated Notes due 2008 and a co-manager in the Company's February 1999
issuance of $300.0 million of its 7 3/4% Senior Subordinated Notes due 2009. Ms.
Daniels, who is a director of World Color, is a Managing Director of CIBC
Oppenheimer Corp.
On November 5, 1997, the Company loaned $100,000 to each of Messrs. Lewis,
Lillie and Quinlan, each of whom are executive officers of the Company, to
enable each of such persons to purchase the Company's Common Stock in the open
market. As of March 12, 1999, the outstanding principal amount of such loans was
as follows: Mr. Lewis, $70,000; Mr. Lillie, $70,000; and Mr. Quinlan, $70,000.
Each such loan must be repaid on or before March 1, 2002 and bears interest at
the rate of 7.0% per annum in 1999 and at such interest rate as the Company may
reasonably determine for each year thereafter.
In connection with the Company's Common Stock buyback program and in an
effort to provide for an orderly disposition of options held since at least 1991
and expiring over the next two to three years, the Company repurchased from
Messrs. Armstrong, Burton and Reisch and Ms. Adams shares issued out of the
Company's treasury upon exercise of stock options. Specifically, the Company
repurchased from Mr. Armstrong 7,500 shares on each of August 31, 1998 and
October 27, 1998. The Company repurchased from Mr. Burton 92,707 shares on
August 31, 1998 and 90,886 shares on October 27, 1998. The Company repurchased
from Mr. Reisch 18,542 shares on August 31, 1998 and 13,728 shares on October
27, 1998. The Company repurchased from Ms. Adams 9,270 shares on each of August
31, 1998 and October 27, 1998. The shares repurchased on August 31, 1998 were
repurchased at the fair market value of the Company's Common Stock of $31.71 per
share. The shares repurchased on October 27, 1998 were repurchased at the fair
market value of the Company's Common Stock of $30.91 per share.
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.
9
<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 12, 1999, 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>
NUMBER OF SHARES PERCENTAGE OF
OF THE COMMON OUTSTANDING SHARES OF
NAME STOCK OWNED (1) THE COMMON STOCK
<S> <C> <C>
KKR Associates (2) 9,016,489 23.6%
Scott M. Stuart (2) -- --
Alexander Navab, Jr. -- --
Gerald S. Armstrong 94,661(3) *
Patrice M. Daniels 1,084 *
Mark J. Griffin 2,280 *
Robert G. Burton 627,096(4) 1.6%
Marc L. Reisch 189,140(5) *
Jennifer L. Adams 152,342(6) *
James E. Lillie 13,397(7) *
Robert B. Lewis 6,619(8) *
All directors and executive officers as a group 1,152,360(9) 3.0%
</TABLE>
- ------------------------
* Signifies less than 1%
(1) For purposes of this table, "beneficial ownership" includes any shares which
such person has the right to acquire within 60 days of March 12, 1999. For
purposes of computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, any security which
such person or persons has the right to acquire within 60 days after such
date is deemed to be outstanding for purposes of computing the percentage
ownership of such person, but is not deemed to be outstanding in computing
the percentage ownership of any other person.
(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" and collectively, the "KKR
Partnerships"). 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. Henry R. Kravis, George R.
Roberts, Scott M. Stuart (a director of World Color), 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 disclaims beneficial ownership of such shares, other
than to the extent of his
10
<PAGE>
economic interest in such shares. The address of KKR Associates is 9 West
57th Street, New York, New York 10019.
(3) Includes 60,397 options that are exercisable within 60 days 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 441,941 options that are exercisable within 60 days as well as
1,000 shares owned of record as joint tenants by Mr. Burton's wife and son,
and 374 shares owned of record by children of Mr. Burton, all of which
shares Mr. Burton may be deemed to have indirect ownership. Mr. Burton
disclaims beneficial ownership of such shares. Also includes 65,000 shares
of stock granted under the 1998 Restricted Stock Plan of World Color Press,
Inc. ("Restricted Stock").
(5) Includes 120,539 options that are exercisable within 60 days and 45,000
shares of Restricted Stock.
(6) Includes 107,888 options that are exercisable within 60 days as well as an
aggregate of 1,380 shares owned of record by children of Ms. Adams, of which
shares Ms. Adams may be deemed to have indirect ownership. Ms. Adams serves
as the custodian for such shares. Also includes 25,000 shares of Restricted
Stock.
(7) Includes 6,804 options that are exercisable within 60 days.
(8) Includes 1,500 options that are exercisable within 60 days.
(9) Includes an aggregate of 789,777 options that are exercisable within 60 days
as well as the shares that may be deemed to be owned indirectly by each of
Mr. Armstrong, Mr. Burton and Ms. Adams as set forth in notes (3) (4) and
(6) and an aggregate of 135,000 shares of Restricted Stock owned by Mr.
Burton, Mr. Reisch and Ms. Adams.
11
<PAGE>
EXECUTIVE OFFICERS
The table below sets forth certain information regarding our current
executive officers as of March 19, 1999.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Robert G. Burton..................................... 60 Chairman of the Board of Directors and Chief
Executive Officer
Jennifer L. Adams.................................... 39 Vice Chairman, Chief Legal and Administrative Officer
and Secretary
Jerome V. Brofft..................................... 54 Senior Vice President, Purchasing
Paul B. Carousso..................................... 30 Vice President, Controller
Robert B. Lewis...................................... 35 Executive Vice President, Chief Financial Officer
James E. Lillie...................................... 37 Executive Vice President, Investor Relations and
Corporate Communications
Heidi J. Nolte....................................... 41 Senior Vice President, Chief Information Officer
Thomas J. Quinlan III................................ 36 Senior Vice President, Treasurer
Marc L. Reisch....................................... 43 President
</TABLE>
ROBERT G. BURTON has been Chairman of the Board of Directors and Chief
Executive Officer since May 1991.
JENNIFER L. ADAMS has been Vice Chairman, Chief Legal and Administrative
Officer and Secretary since January 1998. Prior to holding that position, Ms.
Adams held the position of Executive Vice President, Chief Legal and
Administrative Officer and Secretary since July 1995 and the position of
Executive Vice President, General Counsel and Secretary of World Color from
October 1993 until July 1995.
JEROME V. BROFFT has been Senior Vice President, Purchasing since October
1995. Prior to holding that position, Mr. Brofft held the position of Vice
President, Purchasing and Logistics from February 1995 until October 1995 and
the position of Vice President, Purchasing from May 1992 until February 1995.
PAUL B. CAROUSSO has been Vice President, Controller since December 1998.
Prior to holding that position, Mr. Carousso was Vice President, Assistant
Controller from July 1998. Mr. Carousso held the position of Assistant
Controller from July 1996 until July 1998 and the position of Manager, Financial
Reporting from October 1994 until July 1996. Prior to joining World Color, Mr.
Carousso was an auditor with Ernst & Young LLP.
ROBERT B. LEWIS has held the position of Executive Vice President, Chief
Financial Officer since December 1998. Prior to holding that position, Mr. Lewis
held the position of Senior Vice President, Controller from December 1997 and
the position of Vice President, Corporate Controller from August 1997 until
December 1997. Mr. Lewis held the position of Vice President, Corporate
Accounting from November 1996 until August 1997 and the position of Vice
President, Strategic Planning since joining World Color in August 1996. Prior to
joining World Color, Mr. Lewis was with L.P. Thebault (a commercial printer)
since 1989, most recently as Vice President, Budgetary Operations.
JAMES E. LILLIE has been Executive Vice President, Investor Relations and
Corporate Communications since July 1998. Prior to holding that position, Mr.
Lillie held the position of Executive Vice President, Operations since January
1998. Mr. Lillie held the position of Corporate Vice President, Human Resources
from May 1996 until January 1998 and held the position of Regional Vice
President, Human Resources from January 1996 through April 1996. Mr. Lillie held
the position of Vice President, General Manufacturing Manager of World Color's
Bradley Printing facility from January 1995 to January 1996 and
12
<PAGE>
the position of Vice President and Senior Human Resources and Administration
Executive at Alden Press, from the time Alden was acquired by World Color in
February 1993.
HEIDI J. NOLTE has been Senior Vice President, Chief Information Officer of
World Color since July 1997. Prior to holding that position, Ms. Nolte was Vice
President, Chief Information Officer since joining World Color in September
1994. Prior to joining World Color, Ms. Nolte was Senior Director, MIS at U.S.
Surgical where she had been employed since 1979.
THOMAS J. QUINLAN III has been Senior Vice President, Treasurer since July
1998. Prior to holding that position, Mr. Quinlan held the position of Vice
President, Treasurer since July 1997. Mr. Quinlan was Assistant Treasurer of
World Color from February 1994 until July 1997. Prior to joining World Color,
Mr. Quinlan was Manager of Treasury Administration at Marsh & McLennan Companies
Inc.
MARC L. REISCH was appointed President of World Color in November 1998.
Prior to holding that position, Mr. Reisch held the position of Vice Chairman,
Group President since January 1998. Mr. Reisch held the position of Group
President, Sales and Chief Operating Officer from August 1996 until January 1998
and held the position of Executive Vice President, Chief Operating and Financial
Officer from June 1996 until August 1996. Mr. Reisch held the position of
Executive Vice President, Chief Operating and Financial Officer and Treasurer
from July 1995 until June 1996. Prior to holding that position, Mr. Reisch was
Executive Vice President, Chief Financial Officer and Treasurer since October
1993.
13
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation awarded, paid to or
earned by the Company's Chief Executive Officer and the four other most highly
paid executive officers in fiscal years 1996, 1997 and 1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
RESTRICTED NUMBER OF ALL OTHER
STOCK OPTIONS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS (1) GRANTED SATION
<S> <C> <C> <C> <C> <C> <C>
Robert G. Burton 1998 $ 801,102 $ 2,000,000 $1,965,000 175,000 --
Chairman of the Board of 1997 675,583 1,600,000 -- 375,000 --
Directors and 1996 632,500 1,200,000 -- 75,000 --
Chief Executive Officer
Marc L. Reisch 1998 $ 463,462 $ 700,000 $1,361,563 125,000 --
President 1997 393,250 500,000 -- 40,000 --
1996 342,667 420,000 -- 40,000 --
Jennifer L. Adams 1998 $ 324,308 $ 440,000 $ 751,563 65,000 --
Vice Chairman, Chief Legal 1997 310,833 400,000 -- 40,000 --
and Administrative Officer 1996 272,832 305,000 -- 30,000 --
and Secretary
Robert B. Lewis 1998 $ 185,673 $ 150,000 -- 20,000 --
Executive Vice President, 1997 119,567 65,000 -- 7,500 --
Chief Financial Officer 1996 39,692(2) 15,000(2) -- -- --
James E. Lillie 1998 $ 241,186 $ 250,000 -- 20,000 --
Executive Vice President, 1997 162,186 93,000 -- 5,000 --
Investor Relations and 1996 151,594 60,000 -- 4,000 --
Corporate
Communications
</TABLE>
- ------------------------
(1) On May 28, 1998, the Company granted Mr. Burton, Mr. Reisch and Ms. Adams
40,000 shares of Restricted Stock, 25,000 shares of Restricted Stock and
25,000 shares of Restricted Stock, respectively. The fair market value of
the Company's Common Stock on such date was $30.063 per share. On November
16, 1998, the Company granted Mr. Burton and Mr. Reisch an additional 25,000
shares of Restricted Stock and 20,000 shares of Restricted Stock,
respectively. The fair market value of the Company's Common Stock on such
date was $30.50 per share. Under the Company's 1998 Restricted Stock Plan,
shares vest over a five year period. The value of the shares of Restricted
Stock held by Mr. Burton, Mr. Reisch and Ms. Adams at the end of the fiscal
year was $1,763,125, $1,220,625 and $678,125, respectively. The Company does
not anticipate declaring and paying dividends in the foreseeable future,
however in the event it does commence paying dividends, holders of shares of
Restricted Stock will not receive dividends on the unvested shares of
Restricted Stock.
(2) Mr. Lewis commenced employment with the Company in August 1996.
14
<PAGE>
OPTION GRANTS IN 1998
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF
TOTAL EXERCISE
OPTIONS GRANTED PRICE GRANT
OPTIONS TO EMPLOYEES PER SHARE EXPIRATION DATE
NAME GRANTED(1) IN 1998 ($/SH.) DATE VALUE(2)
<S> <C> <C> <C> <C> <C>
Robert G. Burton 175,000 18.7% $ 29.125 10/01/2008 $2,597,000
Marc L. Reisch 75,000 8.0% $ 29.125 10/01/2008 $1,113,000
Marc L. Reisch (3) 50,000 5.3% $ 29.8125 11/16/2008 $ 761,500
Jennifer L. Adams 65,000 6.9% $ 29.125 10/01/2008 $ 964,600
Robert B. Lewis 12,500 1.3% $ 29.125 10/01/2008 $ 185,500
Robert B. Lewis (4) 7,500 0.8% $ 29.782 12/01/2008 $ 112,875
James E. Lillie 20,000 2.1% $ 29.125 10/01/2008 $ 296,800
</TABLE>
- ------------------------
(1) 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 and upon a change in control of the Company. Transfer of shares
of Common Stock issuable upon the exercise of options ("Option Shares") is
restricted for five years after option grant. 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. Under certain circumstances, the
optionholder has the right to resell Option Shares and the Company has the
right to repurchase a specified percentage of options and Option Shares.
(2) The present value as of the dates of grant, November 16, 1998, in the case
of Mr. Reisch's supplemental grant, December 1, 1998, in the case of Mr.
Lewis' supplemental grant and October 1, 1998 in the case of all other
grants to the named officers, 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 are set forth in the following table:
<TABLE>
<CAPTION>
VOLATILITY RISK-FREE INTEREST
GRANT DATE FACTOR RATE
<S> <C> <C>
October 1, 1998 0.281 5.08%
November 16, 1998 0.281 5.12%
December 1, 1998 0.281 4.94%
</TABLE>
For each grant, the assumed expected life of the options was ten years, and
the assumed dividend yield of the options was zero. The present values as of
the grant dates 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.
(3) Mr. Reisch received an option grant on the date he was promoted to President
of the Company in addition to a regular annual option grant.
(4) Mr. Lewis received an option grant on the date he was promoted to Executive
Vice President, Chief Financial Officer of the Company in addition to a
regular annual option grant.
15
<PAGE>
AGGREGATE OPTION EXERCISES IN FISCAL 1998 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 27, 1998 DECEMBER 27, 1998(1)
SHARES
UNDERLYING
OPTIONS VALUE
NAME EXERCISED RESULTED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Robert G. Burton 276,479 $6,694,271 441,941 558,000 $6,636,960 $1,703,875
Marc L. Reisch 55,211 $1,315,660 120,539 208,000 $1,684,883 $ 462,375
Jennifer L. Adams 27,810 $ 673,755 107,888 142,857 $1,453,777 $ 452,873
Robert B. Lewis -- -- 1,500 26,000 $ 563 $ 2,250
James E. Lillie -- -- 5,753 28,502 $ 58,093 $ 46,812
</TABLE>
- ------------------------
(1) Fair market value of the Common Stock at December 27, 1998, minus the
exercise price of "in-the-money" options. The fair market value of the
Common Stock at December 27, 1998 is based upon the December 24, 1998
closing price of $27.125 per share. Each of the options exercised were
granted in 1991 and subject to expiration in 2001.
COMPENSATION UNDER RETIREMENT PLANS
PENSION PLAN BENEFITS
The retirement plan of the Company in which the executive officers, among
others, participate is named the World Color Press Cash Balance Plan (the "Cash
Balance Plan"), and provides for the determination of a participant's accrued
benefit on a cash balance formula. Although the Cash Balance Plan is a defined
benefit pension plan, each participant is credited with a hypothetical
individual account in order to better describe his or her benefit. A
participant's cash balance account is 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 on 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 Cash Balance 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 World Color's Supplemental Retirement Plan
(together, the "Supplemental Benefit Plans"). The following table sets forth the
estimated combined annual retirement benefits under the Cash Balance Plan and
the Supplemental Benefit Plans (exclusive of Social Security payments) payable
on a straight single life annuity basis to each of Messrs. Reisch, Lewis and
Lillie and Ms. Adams, assuming continued service until age 65 and current
compensation levels remain unchanged and, in the case of Mr. Burton, assuming
continued active service until April 1, 2002. Mr. Burton's total benefit is not
affected by changes in compensation.
16
<PAGE>
PENSION TABLE
<TABLE>
<CAPTION>
ESTIMATED
ANNUAL
BENEFITS
PAYABLE
UPON
NAME RETIREMENT
<S> <C>
Robert G. Burton $ 1,000,000
Marc L. Reisch $ 431,964
Jennifer L. Adams $ 315,411
Robert B. Lewis $ 115,009
James E. Lillie $ 89,635
</TABLE>
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
Ms. Adams and Mr. Reisch 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 Committee of the Board is 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 Committee:
POLICIES GOVERNING EXECUTIVE COMPENSATION. The Committee's 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 Committee's objective has been to ensure
that well in excess of half of the compensation packages for the Company's most
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 Committee
considers 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 other 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 Committee believes that the Company's competitors for executive talent are
more varied than solely companies within the printing industry. In fact, the
Company's top three most highly compensated executives came from industries
other than the printing industry.
EXECUTIVE COMPENSATION GENERALLY. The Company's executive compensation
package currently consists of a mix of salary, bonus awards, stock option grants
and restricted stock awards as well as benefits under the employee benefit plans
offered by the Company. The Company is currently considering implementing other
long term compensation programs and may do so prior to the end of 1999.
17
<PAGE>
SALARY. The Compensation Committee periodically reviews the base salary of
the Chief Executive Officer and his direct reports. The Compensation Committee
considers various factors in assessing specific salaries including the
executive's historical performance and future potential, job content, level of
responsibility and accountability. For 1998, the base salaries for the Chief
Executive Officer and his direct reports ranged from at or below the median
salaries to above 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 considering the factors
described above.
The Company's financial performance is measured for bonus purposes in terms
of earnings per share (EPS) and other financial goals. 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.
EQUITY 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 the Common Stock
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 Compensation Committee has
also considered the amounts and terms of prior grants in making new option
grants in each year. In addition, the Compensation Committee reviews the number
and value of options granted by selected peer companies in making option grants
to the Company's executive officers.
In 1998, the Compensation Committee also awarded certain of the named
executives Restricted Stock. The awards vest over a period of five years. The
Restricted Stock was granted, in lieu of cash bonuses, in order to help secure
the employment of these key executives and to further align the interests of
senior management with the interests of stockholders.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Tax laws limit the deduction a
publicly held company is allowed for compensation paid to certain executive
officers. Generally, amounts paid in excess of $1 million to a covered
executive, other than performance-based compensation, cannot be deducted. The
Compensation Committee considers ways to maximize deductibility of executive
compensation, but the Compensation Committee retains the flexibility to
compensate executive officers in a manner commensurate with performance and the
competitive environment for executive talent regardless of the ultimate
deductibility of such compensation.
COMPENSATION OF ROBERT G. BURTON, CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER. The Committee established the 1998 compensation of
Robert G. Burton, Chairman of the Board of Directors 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. In determining the compensation of the Chief Executive Officer as
well as the other senior executive officers, the Compensation Committee also
considered, among other things, the eight year, industry-leading track record of
performance at or above budgeted and Wall Street expectations. From the
appointment of Robert G. Burton in 1991 through 1998 management has grown net
sales and adjusted operating income at a compounded annual growth rate ("CAGR")
of 21% and 38%, respectively. Since 1993 management has grown net income at a
CAGR of 53% and diluted earnings per share at a CAGR of 43%. Over the eight
18
<PAGE>
years of Mr. Burton's leadership, adjusted EBITDA has grown at a CAGR of 25% and
operating margins have improved since 1993 to 1998's operating margin of 9.1%.
1998 marked another year of record financial performance for the Company. Net
sales grew 19% from $1,981.2 million in 1997 to $2,356.9 million in 1998,
operating income grew 20% from $178.6 million to $214.2 million, net income grew
29% from $57.2 million to $73.6 million and diluted net income per share grew
from $1.60 per share in 1997 to $1.84 per share in 1998. The Compensation
Committee believes this consistently exceptional performance as well as the
desire to retain superior executive talent warranted the total compensation
packages of the Chief Executive Officer and his direct reports. We believe World
Color and its shareholders have benefited greatly from Mr. Burton's vision,
direction and day to day contributions as the senior executive at World Color.
In February 1999, in order to secure the future employment of Robert G.
Burton, the Company's Chief Executive Officer, and in lieu of all future equity
grants over the next five years, the Compensation Committee awarded Mr. Burton a
one-time equity grant of 875,000 options to purchase Common Stock of the Company
with an exercise price equal to the fair market value of the Common Stock as of
the date of the grant. The stock options vest over a period of five years.
The foregoing report has been approved by all members of the Committee.
WORLD COLOR PRESS, INC.
COMPENSATION COMMITTEE
Gerald S. Armstrong
Patrice M. Daniels
Mark J. Griffin
Scott M. Stuart
19
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
World Color pays fees to KKR of $750,000 per year for management consulting
and financial advisory services. Mr. Stuart, a director of World Color and a
member of the Compensation Committee, is a member of the limited liability
company which is a general partner of KKR and is a general partner of KKR
Associates. Mr. Navab, a director of World Color, is an Executive of KKR and a
limited partner of KKR Associates.
CIBC, Inc., an affiliate of CIBC Oppenheimer Corp., is a lender under the
Company's credit facility and CIBC Oppenheimer Corp. was a co-lead manager in
the Company's November 1998 issuance of $300.0 million of its 8 3/8% Senior
Subordinated Notes due 2008 and a co-manager in the Company's February 1999
issuance of $300.0 million of its 7 3/4% Senior Subordinated Notes due 2009. Ms.
Daniels, who is a director of World Color and a member of the Compensation
Committee, is a Managing Director of CIBC Oppenheimer Corp.
20
<PAGE>
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 27, 1998
the Company's cumulative total stockholder return with the cumulative total
return of companies in a peer group selected in good faith by the Company,
companies in the Russell 2000 Index and companies in the Standard & Poor's 500
Index. 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. Companies in the Russell 2000 Index have similar
market capitalization to the Company and since June 30, 1996, the Company has
been one of the companies included in the Russell 2000 Index. Therefore, the
Company has included, and will include in the future, as appropriate, a
comparison to the Russell 2000 Index. Accordingly, the Company does not intend
to include a comparison to the companies in the Standard & Poor's 500 Index in
the future. 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., PEER GROUP, RUSSELL 2000 INDEX AND S&P 500 INDEX
COMPANIES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
JANUARY 25, 1996 DECEMBER 29, 1996 DECEMBER 28, 1997 DECEMBER 27, 1998
<S> <C> <C> <C> <C>
World Color Press, Inc. 100.00 100.66 136.52 142.77
Peer Group 100.00 89.75 103.21 120.55
Russell 2000 Index 100.00 115.70 135.78 130.55
Standard & Poor's 500 Index 100.00 119.48 150.77 197.43
</TABLE>
21
<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 27, 1998 and for the thirteen
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 $1,100, 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 2000 must be received by the
Company at its principal office no later than November 26, 1999 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 other things, the notice requirements set forth in the
Company's By-Laws. The Company's By-Laws specify that any such stockholder
notice be delivered to or mailed and received by the Company at its principal
office not less than 60 days nor more than 90 days prior to the annual meeting.
If less than 70 days' notice or prior public disclosure of the date of the
annual meeting is given to stockholders, such stockholder notice must be
received by the Company at its principal office no later than the close of
business on the tenth day following the date on which notice of the annual
meeting was mailed or publicly disclosed. A proposal or nomination that does not
comply with such requirements will be disregarded. In addition, if a stockholder
making a proposal does not comply with all of the requirements of Rule 14a-4 of
the Exchange Act, then a proxy solicited by the Board of Directors may be voted
on such proposal in the discretion of the proxy holder. Such proposals or
nominations should be addressed to Jennifer L. Adams, Secretary, World Color
Press, Inc., The Mill, 340 Pemberwick Road, Greenwich, Connecticut 06831.
22
<PAGE>
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
The Company does not now intend to bring before the 1999 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.
/s/ Jennifer L. Adams
Jennifer L. Adams
SECRETARY
March 26, 1999
The Company will furnish to any stockholder, without charge, a copy of its
Annual Report on Form 10-K for the fiscal year 1998 and the Company's Annual
Report to Stockholders for fiscal year 1998. Requests for Form 10-K or the
Annual Report to Stockholders should be addressed to James E. Lillie, Executive
Vice President, Investor Relations and Corporate Communications.
23
<PAGE>
PROXY 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 5, 1999
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 5, 1999,
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 / /
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
NOMINEES: Gerald S. Armstrong, Robert G. Burton,
Patrice M. Daniels, Mark J. Griffin, Alexander Navab, Jr.,
Marc L. Reisch and Scott M. Stuart
For All
For Withhold Except
All All As Noted
/ / / / / /
- -------------------------------------------------
(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: ___________________, 1999
Signature(s)____________________
________________________________
Please sign exactly as your
name appears. Joint owners
should each sign personally.
Where applicable, indicate your
official position or
representative capacity.
</TABLE>
` FOLD AND DETACH HERE `
YOUR VOTE IS IMPORTANT!
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
