<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DAILY JOURNAL CORPORATION
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DAILY JOURNAL CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held February 10, 1999
----------------
To the Shareholders of
DAILY JOURNAL CORPORATION
The Annual Meeting of Shareholders of Daily Journal Corporation (the
"Company") will be held at 915 East First Street, Los Angeles, California
90012 on Wednesday, February 10, 1999, at 10:00 a.m., Los Angeles time. The
purpose of the Annual Meeting is to consider and vote upon the following
matters, as more fully described in the accompanying Proxy Statement which is
attached hereto and incorporated herein:
(1) Election of a Board of Directors.
(2) Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the current fiscal year.
(3) Such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on December 18, 1998
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
Ira A. Marshall, Jr.
Secretary
January 8, 1999
----------------
IMPORTANT
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
URGED TO DATE, FILL IN, SIGN, AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
DAILY JOURNAL CORPORATION
355 South Grand Avenue, 34th Floor
Los Angeles, California 90071
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
February 10, 1999
Your proxy in the enclosed form is solicited by the management of the
Company for use at the Annual Meeting of Shareholders to be held on February
10, 1999 at 915 East First Street, Los Angeles, California 90012 at 10:00
a.m., and at any adjournment thereof. Each properly executed proxy received
prior to the Annual Meeting will be voted as directed, but, if not otherwise
specified, proxies will be voted for the election of the nominees for
directors named in this Proxy Statement and to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
current fiscal year. As to any other business which may properly come before
the meeting and be submitted to a vote of shareholders, proxies received by
the Board of Directors will be voted in accordance with the discretion of the
holders thereof.
Each shareholder has the right to revoke his proxy at any time before it is
voted. A proxy may be revoked by filing with the Secretary of the Company at
355 South Grand Avenue, 34th Floor, Los Angeles, California 90071, a written
revocation or a properly executed proxy bearing a later date, or by voting in
person.
The Company will bear the cost it contracts for in solicitation of proxies.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone, or telecopier by officers, directors and other employees
of the Company (none of whom will receive additional compensation therefor).
The Company will also request persons, firms and corporations holding shares
in their names, or in the names of their nominees, which are beneficially
owned by others, to send or cause to be sent proxy materials to, and obtain
proxies from, such beneficial owners, and, on request, will reimburse such
holders for their reasonable expenses in so doing.
The close of business on December 18, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. Shares of Common Stock, of which
1,618,570 were outstanding on December 18, 1998, are the only voting
securities of the Company. A majority of the Company's outstanding shares of
Common Stock as of December 18, 1998 must be represented in person or by proxy
to constitute a quorum for the Annual Meeting. All shares represented in
person or by proxy, regardless of the nature of the vote, the indication of
abstention or the absence of a vote indication, including broker non-votes,
will be counted to determine the number of shares represented at the meeting.
This Proxy Statement and the enclosed form of proxy were first mailed to
shareholders on or about January 8, 1999.
<PAGE>
ELECTION OF DIRECTORS
The Bylaws of the Company permit from three to five members of the Board of
Directors. Presently, five directors serve on the Board. The directors are
elected annually and serve until the next annual meeting of shareholders and
the election of their successors.
Management has nominated for election the five current directors of the
Company. Shareholders have cumulative voting rights in the election of
directors. This means that each shareholder has the right to cast a number of
votes equal to his number of shares of Common Stock multiplied by the number
of directors to be elected, and to cast all of such votes for one nominee or
distribute such votes among two or more nominees as he chooses. The right to
vote cumulatively is dependent on a shareholder's giving notice of his
intention to cumulate his votes either to an officer of the Company in writing
48 hours before the meeting or by an announcement during the meeting before
the voting for directors commences. Once such notice is given, all other
shareholders entitled to vote at the meeting will be without further notice
entitled to cumulate their votes. Unless otherwise instructed, the persons
named in the accompanying form of Proxy will vote the proxies for the five
nominees named below, reserving the right, however, to cumulate such votes and
to distribute them among the nominees at the discretion of the Proxyholders.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote thereon. Abstentions and broker non-votes are not counted as
votes cast in favor of any nominee.
Management of the Company does not contemplate that any of the following
nominees will become unavailable prior to the meeting, but if any such persons
should become unavailable, proxies will be voted for such other nominees as
may be selected by management.
Directors
The information set forth below as to each nominee for election as director
has been furnished to the Company by the respective persons named below:
<TABLE>
<CAPTION>
Name Age Principal Occupation Last Five Years
---- --- ------------------------------------
<C> <C> <S>
Charles T. Munger 75 Mr. Munger has been Chairman and a director of the
Company since 1977. He also serves as Vice Chairman and
a director of Berkshire Hathaway Inc., a holding company
with interests in insurance companies, corporations
engaged in the retail sale of consumer goods, a
manufacturer of premium candies, various other
manufacturers, the publisher of The World Book
Encyclopedia and a newspaper, the Buffalo News. Mr.
Munger is also Chairman of the Board of Directors of
Wesco Financial Corporation (80% owned by Berkshire
Hathaway Inc.), which owns an insurance company and a
specialty steel distribution company. Mr. Munger is a
director of COSTCO Companies, Inc., a discount merchant.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name Age Principal Occupation Last Five Years
---- --- ------------------------------------
<C> <C> <S>
J.P. Guerin 69 Mr. Guerin has been Vice Chairman and a director of
the Company since 1977. Mr. Guerin is also a member
of the Board of Directors of PS Group Holdings,
Inc., a company with interests in airliner leasing,
fuel distribution and sales, and oil and gas
production and development. Additionally,
Mr. Guerin is a director of Lee Enterprises,
Incorporated, a company owning newspapers and
television stations.
Gerald L. Salzman 59 Mr. Salzman was elected to the Board of Directors
and became President of the Company in 1986. Mr.
Salzman also acts as Chief Financial Officer,
Treasurer and Assistant Secretary of the Company.
Donald W. Killian, Jr. 69 Mr. Killian has been a director of the Company
since 1988. Prior to retiring in 1996, Mr. Killian
was an attorney in private practice. Mr. Killian
serves as a director of PS Group Holdings, Inc., a
company with interests in airliner leasing, fuel
distribution and sales, and oil and gas production
and development. Mr. Killian is a private investor
and co-trustee of several private trusts.
George C. Good 76 Mr. Good has been a director of the Company since
1988. Mr. Good is a private investor.
</TABLE>
During the fiscal year ended September 30, 1998, the Board of Directors held
four meetings. The Board of Directors has two standing committees: the audit
committee, consisting of Mr. Killian and Mr. Good, and the compensation
committee, consisting of all directors other than Mr. Salzman. The audit
committee held one meeting during the fiscal year. The audit committee is
responsible for assisting the Board in fulfilling its responsibilities as they
relate to the Company's accounting policies, internal controls, and financial
reporting practices. The compensation committee held one meeting during the
fiscal year. Each director attended all of the meetings of the Board and any
committee of which he was a member. There is no standing nominating committee.
Proxies given without instructions will be voted FOR the nominees listed
above.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth compensation paid by the Company during the
last three fiscal years to the chief executive officer, who is the only
executive officer of the Company whose aggregate compensation for any of such
years exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation(1)
------------------ ------ -------- -------- ---------------
<S> <C> <C> <C> <C>
Gerald L. Salzman 1998 $250,000 $100,000 $501,720
President, Chief Financial 1997 250,000 100,000 464,720
Officer, Treasurer and 1996 250,000 100,000 394,200
Assistant Secretary
</TABLE>
- --------
(1) All amounts were paid pursuant to the Company's Plan for Supplemental
Employee Compensation (the "Deferred Management Incentive Plan").
Participation in the Deferred Management Incentive Plan entitles employees
of the Company to a designated share of the Company's income before taxes
and supplemental compensation for the lesser of (a) ten years or (b) the
period during which such employee remains in the Company's employ or in
retirement (and not competing with the Company) following employment with
the Company to age 65. Non-negotiable certificates of employee participant
interest are given to employees as evidence of their participation in the
Deferred Management Incentive Plan on the basis of their performance.
Mr. Salzman received in fiscal 1998 a certificate entitling him under the
Deferred Management Incentive Plan to 1.38% of the Company's pre-tax
earnings for the current and the next nine years. The 1998 grant resulted
in a payment of $84,750 for fiscal 1998.
Compensation of Directors
Messrs. Munger, Guerin and Salzman receive no fees for service as a member
of the Company's Board of Directors. Messrs. Killian and Good each receive a
yearly stipend of $4,000. In addition, the Company reimburses directors for
travel and other expenses incident to service.
Compensation Committee Interlocks and Insider Participation
Messrs. Munger and Guerin are executive officers of the Company and serve on
the compensation committee of the Board. Messrs. Munger and Guerin do not
receive compensation from the Company.
4
<PAGE>
Deferred Management Incentive Plan
Under the Deferred Management Incentive Plan in fiscal 1998, the Company
granted certificates entitling employees to receive an aggregate of 2.13% of
the pre-tax earnings in fiscal 1998 (approximately $130,510) and the same
percentage of income before taxes and supplemental compensation expenses in
each of the next nine years provided they are employed by the Company or are
retired and have worked for the Company until age 65. The following table sets
forth information about certificates granted and payments made to all
employees during the past five fiscal years pursuant to the Deferred
Management Incentive Plan.
DEFERRED MANAGEMENT INCENTIVE PLAN
AWARDS AND PAYMENTS TO ALL EMPLOYEES IN LAST FIVE FISCAL YEARS
<TABLE>
<CAPTION>
Percentage of pre-tax
earnings Aggregate Supplemental Compensation
----------------------------- -------------------------------------------
Aggregate Net aggregate For For
Fiscal granted cumulative current year prior year
year for year grants (1) grants grants Total
- ------ --------- ------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
1994 1.19% 8.58% $ 47,730 $ 297,270 $ 345,000
1995 1.21 9.51 46,200 315,420 361,620
1996 1.24 10.59 60,750 456,840 517,590
1997 1.47 11.28 83,210 556,408 639,618
1998 2.13 11.73 130,510 588,165 718,680
</TABLE>
- --------
(1) Net of reductions for expired certificates.
DEFERRED MANAGEMENT INCENTIVE PLAN
EXECUTIVE AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Performance
Number of or other Estimated future payouts
shares, period under non-stock price-
units, or until based plans
other maturation -----------------------------
Name rights or payout Threshold Target Maximum
- ---- --------- ----------- --------- -------- -------
<S> <C> <C> <C> <C> <C>
Gerald L. Salzman........ 1.38%(1) 9 years(1) $0 $762,750(2) (2)
</TABLE>
- --------
(1) In fiscal 1998, Mr. Salzman received a certificate (the "1998 Grant")
entitling him under the Deferred Management Incentive Plan to 1.38% of the
Company's income before taxes for the current and the next nine years,
provided he remains in the employ of the Company or is retired (and not
competing with the Company) following employment to age 65. (The 1.38%
awarded in the 1998 Grant replaced an earlier awarded certificate which
terminated with a final payment in fiscal 1997.) The 1998 Grant resulted
in a payment of $84,750 for fiscal 1998.
(2) The amount payable to Mr. Salzman under the Deferred Management Incentive
Plan in respect of his 1998 Grant is 1.38% of the Company's income before
taxes. Should the Company's income before taxes for the next nine years be
the same as 1998 income before taxes, the 1998 Grant would result in total
payments to Mr. Salzman over the nine years of $762,750. The actual
payment to Mr. Salzman will vary, however, depending on the Company's
income before taxes in each year of such period.
5
<PAGE>
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is administered by the
compensation committee, consisting of all of the non-employee directors of the
Company.
The Company's compensation program for management currently consists of
three elements: base salary, year-end bonuses and participation in the
Deferred Management Incentive Plan. Salary and bonus payments are primarily
designed to reward current and past performance, while awards granted pursuant
to the Deferred Management Incentive Plan are aimed at providing incentives
for long-term future profitability of the Company. In determining the amount
and form of executive compensation to be paid or awarded in 1998, the Board
considered the Company's overall performance over a period of years, rather
than constructing a guideline or formula based on any particular performance
measure in a single year. The performance and contribution of the individual
are the primary criteria used to determine salary.
Base salaries are determined by evaluating the responsibilities of the
position and the individual's performance. A small number of employees receive
year-end bonuses and/or participate in the Deferred Management Incentive Plan.
The Company has no stock option plans, retirement plans, disability insurance
programs or traditional perquisites. The Company does offer health insurance
plans which include a life insurance policy for full-time employees. The
concept underlying the Deferred Management Incentive Plan is to link
compensation to the performance of the Company by granting to participating
employees a percentage of income before taxes and supplemental compensation
expenses in the current year and each of the next nine years subsequent to the
grant, provided they remain employed by the Company or are retired and have
worked for the Company until age 65. The committee recognizes that a
significant portion of the compensation paid pursuant to the Deferred
Management Incentive Plan relates to certificates earned in prior years with
future payments entirely dependent on earnings.
6
<PAGE>
The compensation committee believes the Deferred Management Incentive Plan
is preferable to a conventional stock option plan. As a mechanism for
compensation, a stock option plan is capricious, as employees awarded options
in a particular year would ultimately receive too much or too little
compensation for reasons unrelated to employee performance. Such variations
could cause undesirable effects, as employees receive different results for
options awarded in different years. In addition, a conventional stock option
plan would fail properly to weigh the disadvantage to shareholders through
dilution. The Deferred Management Incentive Plan was implemented in
combination with repurchases of the Company's stock, and therefore the
Company's per share earnings have not been diluted by grants under the
Deferred Management Incentive Plan. At September 30, 1998, certificates for
212,000 units (which are approximate share equivalents based on stock
outstanding at the commencement of the plan) were outstanding under the
Deferred Management Incentive Plan while 220,870 shares of the Company's
common stock (including Treasury Shares) have been repurchased since the
commencement of the plan.
Charles T. Munger, chairman, and J.P. Guerin, vice-chairman, continue to
work for nothing and to own substantial shareholdings. Gerald L. Salzman is
the only executive officer who receives compensation and, in determining his
compensation package, the committee recognized that Mr. Salzman serves in
several executive capacities. Mr. Salzman currently serves as the Company's
president, treasurer, assistant secretary, chief accounting officer and chief
financial officer.
During fiscal 1998, Mr. Salzman's base salary and year-end bonus remained
$250,000 and $100,000, respectively, or the same as the amounts paid in each
fiscal year since 1992. The committee believes that the amounts of base salary
(which will be continued at the same level for fiscal 1999) and bonus were
warranted by Mr. Salzman's performance in fiscal 1998. While the committee did
not undertake a comparison of Mr. Salzman's compensation to amounts paid by
other companies to their chief executive officers, the committee members did
utilize in their determination of Mr. Salzman's compensation their collective
current and past experience as directors and executive officers of numerous
companies. The compensation committee recognized the fact that about 71% of
Mr. Salzman's total compensation for fiscal 1998 was "at risk" and dependent
on the earnings of the Company pursuant to the Deferred Management Incentive
Plan and the year-end bonus. In light of the Company's financial performance
and Mr. Salzman's continued effectiveness, after considering the amount of the
certificates previously granted to Mr. Salzman, the committee granted to Mr.
Salzman additional certificates entitling him to receive about 1.38% or
$84,750 of the fiscal 1998 pre-tax earnings of the Company. In addition,
pursuant to previously granted certificates, Mr. Salzman received 6.81%, or
$416,970 of the fiscal 1998 pre-tax earnings. Certificates awarded to Mr.
Salzman in earlier years of the Deferred Management Incentive Plan, which
constitute the largest portion of his certificates, began to expire after
fiscal 1996, and those Certificates expiring in fiscal 1998 were for 1.38% of
pre-tax earnings. The compensation committee will continue to examine the
appropriate amount of future grants to Mr. Salzman in light of the Company's
financial performance and the expiration, or expected expiration, of a
substantial portion of the certificates Mr. Salzman currently holds.
Compensation committee: Charles T. Munger
J.P. Guerin
Donald W. Killian, Jr.
George C. Good
7
<PAGE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total return
on the Company's common stock, the Standard & Poor's 500 Composite Index and
the Standard & Poor's Publishing-Newspapers Midcap Index, assuming $100 was
invested on September 30, 1993, and all dividends were reinvested. The Company
has not declared a dividend in any of the fiscal years shown.
Daily Journal Corporation
Total Cumulative Shareholder Return for Five Year Period Ended September 30,
1998
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
September 30 1993 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daily Journal Corporation........... 100.00 126.67 216.67 200.00 305.00 233.33
- --------------------------------------------------------------------------------
S&P 500............................. 100.00 103.69 134.50 161.84 227.26 247.85
- --------------------------------------------------------------------------------
Publishing (Newspaper)--MID......... 100.00 109.28 144.32 154.29 202.95 205.01
</TABLE>
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1998 the names and
holdings of those persons known to the Company to be beneficial owners of more
than 5% of its Common Stock, the holdings of each nominee for director, and
the holdings of all directors and executive officers as a group. Each person
has sole investment and voting power, except where indicated otherwise.
<TABLE>
<CAPTION>
Amount Percent
Beneficial Owner Beneficially Owned of Class
---------------- ------------------ --------
<S> <C> <C>
Munger, Marshall & Co. 599,409(1) 37.0%
Charles T. Munger 599,409(1) 37.0
Ira A. Marshall, Jr. 601,609(1) 37.1
J.P. Guerin 265,338(2) 16.4
The Guerin Family Trust 165,744(3) 10.2
Gerald L. Salzman 31,827(4) 2.0
Donald W. Killian, Jr. 3,100(5) (7)
George C. Good None --
All directors and executive officers
as a group (six persons) 901,874(6) 55.6
</TABLE>
- --------
(1) 599,409 shares are owned by Munger, Marshall & Co., a California limited
partnership, whose address is 355 South Grand Avenue, Los Angeles,
California 90071, in which partnership Mr. Munger and Ira A. Marshall,
Jr., Secretary of the Company, are sole general partners and controlling
persons who share investment and voting power. Mr. Munger and Mr. Marshall
own approximately 16.7% and 2.5%, respectively, of the interest in Munger,
Marshall & Co. Mr. Munger's and Mr. Marshall's business address is 355
South Grand Avenue, Los Angeles, California 90071. The Company owns
approximately 5.1% of the interest in Munger, Marshall & Co.
(2) 235,708 shares are held by The Guerin Family Trust and another trust for
which Mr. Guerin is trustee and a beneficiary; 10,868 shares are held by a
trust for which Mr. Guerin serves as trustee, as to which shares Mr.
Guerin disclaims beneficial ownership; 6,762 shares are held by
Mr. Guerin's wife, who exercises sole investment and voting power over
such shares, as to which shares Mr. Guerin disclaims beneficial ownership;
and 12,000 shares are held by the Guerin Foundation, as to which shares
Mr. Guerin exercises sole investment and voting power but disclaims
beneficial ownership. Mr. Guerin's, the trusts', and the foundation's
business address is 355 South Grand Avenue, Los Angeles, California 90071.
(3) Mr. Guerin is trustee and a beneficiary of this trust.
(4) 30,936 of such shares are held by a pension plan of Mr. Salzman. 191
shares are held by a pension plan of Mr. Salzman's wife, who holds sole
investment and voting power over such shares.
(5) All of such shares are held by Mr. Killian and Annabelle L. Killian as
trustees for the Killian Family 1987 Revocable Trust, who share investment
and voting power.
(6) This figure eliminates double counting of 599,409 shares owned by Munger,
Marshall & Co., of which both Mr. Munger and Mr. Marshall are general
partners, and of 165,744 shares of The Guerin Family Trust, for which Mr.
Guerin is a trustee and beneficiary.
(7) Less than 1%.
9
<PAGE>
RATIFICATION OF RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors for the Company has selected PricewaterhouseCoopers
LLP to serve as the Company's independent accountants during the current
fiscal year. PricewaterhouseCoopers LLP has served as the Company's
independent accountants since 1978. A representative of PricewaterhouseCoopers
LLP is expected to be present at the Annual Meeting to make such statements as
PricewaterhouseCoopers LLP may desire and will be available to answer
appropriate questions from shareholders.
Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the current fiscal year will require
that the votes cast in favor of ratification exceed the votes cast against
ratification. Abstentions and broker non-votes are not counted for purposes of
determining whether this proposal has been approved.
Proxies given without instructions will be voted FOR ratification of
PricewaterhouseCoopers LLP as the Company's independent accountants.
OTHER MATTERS
Other Business
The Board of Directors does not know of any matter to be presented at the
Annual Meeting which is not listed in the notice of Annual Meeting and
discussed above. If other matters should come before the meeting, however, the
persons named in the form of proxy will vote in accordance with their best
judgment.
Cost of Solicitation
The solicitation of proxies for the Annual Meeting will be made primarily by
mail. The Company may reimburse persons holding shares in their names as
custodians, nominees, or fiduciaries for expenses they may incur in obtaining
instructions from beneficial owners of such shares.
Proposals of Security Holders
It is expected that the Company's 1999 Annual Meeting will be held on or
about February 10, 2000. Shareholders desiring to submit proposals for action
at that meeting will be required to submit them to the Company on or before
September 10, 1999. Any such shareholder proposal must also be proper in form
and substance, as determined in accordance with the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder.
Stockholders intending to present proposals from the floor of the 2000
Annual Stockholder Meeting in compliance with Rule 14a-4 promulgated under the
Exchange Act of 1934, as amended, must notify the Company of such intentions
before November 25, 1999. After such date, the Company's proxy in connection
with the 2000 Annual Stockholder Meeting may confer discretionary authority on
the Board to vote on such propose.
Annual Report to Shareholders
Enclosed with this Proxy Statement is the Annual Report of the Company for
the year ended September 30, 1998. The enclosed Annual Report is included for
the convenience of shareholders only and should not be viewed as part of the
proxy solicitation material.
10
<PAGE>
Additional Information
If any person who was a beneficial owner of Common Stock of the Company on
the record date for the Annual Meeting of Shareholders desires additional
information, a copy of the Company's Annual Report on Form 10-K will be
furnished without charge upon receipt of a written request prior to the date
of the Annual Meeting. The request should identify the person requesting the
Report as a shareholder of the Corporation as of December 18, 1998. The
exhibits of that Report will also be provided upon request and payment of
copying charges. Requests should be directed to Mr. Ira A. Marshall, Jr.,
Daily Journal Corporation, 355 South Grand Avenue, 34th Floor, Los Angeles,
California 90071.
By Order of the Board of Directors
Ira A. Marshall, Jr.
Secretary
DATED: January 8, 1999
11
<PAGE>
- -------------------------------------------------------------------------------
PROXY
DAILY JOURNAL CORPORATION
The undersigned hereby appoints Charles T. Munger, J. P. Guerin and Gerald L.
Salzman as proxyholders, each with the power to appoint his substitute; hereby
authorizes them or any of them to represent and vote as designated below all
the shares of common stock of the Daily Journal Corporation held of record by
the undersigned on December 18, 1998 at the Annual Meeting of Shareholders to
be held February 10, 1999 or any adjournment thereof, and hereby acknowledges
receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement,
each dated January 8, 1999.
1. Election of Directors
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY
to vote for all nominees listed below
Charles T. Munger, J. P. Guerin, Gerald L. Salzman, Donald W. Killian, Jr.,
George C. Good
(To withhold authority for any individual nominee, strike a line through his
name above.)
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
accountants for current fiscal year.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the proxyholders are authorized to vote upon such
other business as may properly come before the meeting.
(Please sign and date this Proxy on the reverse side)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted FOR proposals 1 and 2. Unless otherwise specified, the proxyholders or
their substitute may cast an equal number of votes for each nominee for
director or cumulate such votes and distribute them among the nominees at the
discretion of such proxyholders.
This Proxy is solicited on behalf of the Board of Directors of the Daily
Journal Corporation.
Dated: _____________________, 1999
Signature: _______________________
Signature: _______________________
Please sign exactly as name
appears. When shares are held by
joint tenants, both should sign.
When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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