<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 (S) 240.14a-11(c) or (S) 240.14a-12
THE ARISTOTLE CORPORATION
(Name of Registrant as Specified In Its Charter)
____________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
ARISTOTLE CORPORATION
October 24, 1995
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
The Aristotle Corporation to be held at the New Haven Lawn Club, 193 Whitney
Avenue, New Haven, Connecticut, at 2:00 p.m., on November 21, 1995.
As described in detail in the Proxy Statement that follows, we are seeking
your vote FOR the election of three directors and the ratification of the Board
of Directors' appointment of Accountants.
It is very important that your shares of Common Stock be represented at the
Annual Meeting. Whether or not you plan to attend the Annual Meeting, please
complete the accompanying form of proxy and return such form of proxy in the
enclosed postage prepaid envelope. If you attend the Annual Meeting, you may
revoke the proxy given on such form and vote in person if you wish, even if you
have previously returned your form of proxy.
I look forward to seeing you at the meeting.
Sincerely,
/s/ Paul McDonald
Paul McDonald
Chief Financial Officer
and Secretary
<PAGE>
ARISTOTLE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------
TO BE HELD ON NOVEMBER 21, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of The Aristotle Corporation (the "Company") will be held on
November 21, 1995 at 2:00 p.m., at the New Haven Lawn Club, 193 Whitney Avenue,
New Haven, Connecticut. The purpose of the Annual Meeting is:
(1) To elect three directors for three-year terms;
(2) To ratify the appointment by the Board of Directors of Arthur
Andersen LLP as independent accountants of the Company for the
fiscal year ending June 30, 1996; and
(3) To consider and take action upon any other matters that may
properly come before the Annual Meeting or any adjournment or
postponement thereof.
It is not anticipated that any other matter will be brought before the
Annual Meeting. If, however, other matters are presented, proxies will be voted
in accordance with the best judgment of the proxy holders.
The Board of Directors has fixed the close of business on October 10, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ Paul McDonald
Paul McDonald
Chief Financial Officer
and Secretary
October 24, 1995
<PAGE>
THE ARISTOTLE CORPORATION
129 CHURCH STREET, SUITE 717
NEW HAVEN, CONNECTICUT 06510
(203) 867-4090
______________________
PROXY STATEMENT
______________________
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 21, 1995
_____________________________
SOLICITATION OF PROXIES
The accompanying form of proxy is solicited by the Board of Directors (the
"Board of Directors") of The Aristotle Corporation (the "Company") for use at
the Annual Meeting of the Company's stockholders to be held at the New Haven
Lawn Club, 193 Whitney Avenue, New Haven, Connecticut on November 21, 1995 at
2:00 p.m., and at any adjournment or postponement thereof (the "Annual
Meeting"). The cost of preparing, assembling and mailing this Proxy Statement
and the material enclosed herewith is being borne by the Company. In addition,
directors, officers and some regular employees of the Company may solicit
proxies personally or by telephone, without additional compensation. This Proxy
Statement and the accompanying proxy are being mailed to holders of shares of
Common Stock (the "Common Stock") of the Company on or about October 24, 1995.
Shares of Common Stock represented by properly executed proxies will be
voted as directed on the proxy. Properly executed proxies containing no voting
directions to the contrary will be voted: (i) for the election of the nominees
named below as directors; (ii) for the ratification of the appointment of Arthur
Andersen LLP as independent accountants for the fiscal year ending June 30,
1996; and (iii) in the discretion of the proxy holders as to any other matter
that may come before the Annual Meeting or any adjournment or postponement
thereof (collectively, the "Proposals").
A stockholder may revoke his or her proxy at any time prior to its use: (i)
by delivering to the Secretary of the Company at or before the Annual Meeting a
signed notice of revocation or a later dated signed proxy; or (ii) by attending
the Annual Meeting, notifying the Secretary, and voting in person. Attendance at
the Annual Meeting will not in itself constitute the revocation of a proxy.
Prior to the Annual Meeting, any written notice of revocation or subsequent
proxy should be delivered to The Aristotle Corporation, 129 Church Street, Suite
717, New Haven, Connecticut 06510 Attention: Secretary, before the taking of the
vote at the Annual Meeting.
<PAGE>
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on October 10, 1995
as the record date (the "Record Date") for the determination of holders of
outstanding shares of Common Stock entitled to notice of and to vote at the
Annual Meeting. As of the Record Date, there were 1,104,590 shares of Common
Stock outstanding and entitled to vote at the Annual Meeting. In addition, as of
the Record Date, an aggregate of 270,379 shares of Preferred Stock of the
Company (the "Preferred Stock") were outstanding. The Preferred Stock is divided
into Series A, B, C and D and is entitled to cast one vote per share and to vote
with the Common Stock as one class on all matters other than the election of
directors and the appointment of accountants. The Common Stock and the Preferred
Stock constitute the only outstanding capital stock of the Company.
Each holder of record of Common Stock on the Record Date is entitled to
cast one vote per share of Common Stock, in person or by proxy, on the
Proposals. The presence at the Annual Meeting, in person or by proxy, of the
holders of one-third of the issued and outstanding Common Stock on the Record
Date is necessary to constitute a quorum. All stockholders who deliver properly
executed and dated proxies to the Company prior to the date of the Annual
Meeting will be deemed present at the Annual Meeting regardless of whether such
proxies are marked to direct the proxy holders to vote for or against, or to
abstain from voting on, the Proposals, or are not marked to indicate any voting
direction. The approval of Proposals 1 and 2 requires the affirmative vote of a
majority of the votes cast at the Annual Meeting.
If a broker or other nominee physically indicates on the proxy that it does
not have discretionary authority to vote on a particular matter as to certain
shares of Common Stock, such shares will be treated as present and entitled to
vote only for purposes of determining the presence of a quorum, but will not be
counted as having been voted in person or by proxy at the Annual Meeting.
If a quorum is not obtained, it is expected that the Annual Meeting will be
postponed or adjourned for the purpose of allowing additional time to obtain
additional proxies and, at any subsequent reconvening of the Annual Meeting, all
proxies will be voted in the same manner as such proxies would have been voted
at the original convening of the Annual Meeting (except for any proxies which
have theretofore effectively been revoked or withdrawn).
It is not anticipated that any other matter will be brought before the
Annual Meeting. If, however, other matters are properly brought before the
Annual Meeting for consideration, the persons named in the enclosed form of
proxy will have discretion to vote on such business in accordance with their
best judgment.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The bylaws of the Company provide that the number of directors shall not be
less than eight nor more than 15, as fixed by the Board of Directors. The
Certificate of Incorporation and the Bylaws of the Company, provide that the
directors are divided into three classes, as equal in number as possible, with
terms expiring in successive years. Directors are elected for terms of three
years and until their successors are elected and qualified. At the Annual
Meeting, three directors will be elected for three-year terms.
-2-
<PAGE>
As of the date of the last annual meeting, there were eleven directorships.
Since the last annual meeting, one director, David S. Howell, has resigned from
the Board of Directors, effective August 31, 1995. Pursuant to a Capital
Contribution Agreement (the "Capital Contribution Agreement") between the
Company, Aristotle Sub, Inc. ("ASI"), The Strouse, Adler Company ("Strouse") and
the former shareholders of Strouse, in which the Company acquired indirect
ownership of Strouse (the "Acquisition"), the Company agreed to appoint Alfred
A. Kniberg and John C. Warfel to the Board of Directors.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
It is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as director of all
of the persons named below as nominees, unless contrary instructions are given
on the proxy. The Board of Directors believes that all of the nominees will
stand for election and will serve if elected. However, if any of the persons
nominated by the Board of Directors fail to stand for election or becomes unable
to accept election, the proxies will be voted for the election of such other
person or persons as a majority of the Board of Directors may recommend.
The following table sets forth the names of the Board of Directors' three
nominees for election as directors. Also shown is certain other information,
some of which has been obtained from the Company's records and some of which has
been supplied by the nominees and continuing directors, with respect to each
nominee's or director's principal occupation or employment during the past five
years, his or her age at October 24, 1995, the periods during which he or she
has served as a director of the Company and the positions currently held with
the Company.
<TABLE>
<CAPTION>
DIRECTOR OF THE POSITIONS HELD WITH
NOMINEES AGE COMPANY SINCE THE COMPANY
-------- --- ------------- -----------
<S> <C> <C> <C>
John J. Crawford......... 50 1989 Director, President, Chief
Executive Officer and Chairman
of the Board
Alfred A. Kniberg........ 52 1994 Director and President and Chief
Operating Officer of Strouse
Sharon M. Oster.......... 47 1992 Director
</TABLE>
JOHN J. CRAWFORD has been President and Chief Executive Officer of the
Company since April 2, 1990 and Chairman of the Board since April, 1993. Since
July, 1994, Mr. Crawford has served the Company in a part-time capacity. Mr.
Crawford is also the Chief Executive Officer of the Regional Water Authority,
located in New Haven, Connecticut.
ALFRED A. KNIBERG has been the President and Chief Operating Officer of
Strouse since 1989. Prior to joining Strouse, Mr. Kniberg spent 23 years with
Playtex Apparel, Inc. ("Playtex"), serving in various senior sales and marketing
positions. Immediately prior to joining Strouse, Mr. Kniberg held positions as
Vice President/General Manager of Playtex International Division and for U.S.
Private Label. Pursuant to the terms of an Employment Agreement between Mr.
Kniberg and the Company, the Company has agreed to nominate Mr. Kniberg to the
Board of Directors through the term of his Employment Agreement, currently
expiring on December 31, 1998.
-3-
<PAGE>
SHARON M. OSTER is a Professor of Economics at the School of Organization
and Management, Yale University, New Haven, Connecticut. Ms. Oster is also a
director of two publicly held companies, Health Care REIT, a real estate
investment company located in Toledo, Ohio, and Transpro, Inc., a manufacturer
of automotive/industrial-related products.
<TABLE>
<CAPTION>
DIRECTOR OF
THE COMPANY POSITIONS HELD WITH
CONTINUING DIRECTORS AGE SINCE THE COMPANY
- -------------------- --- ----- -----------
<S> <C> <C> <C>
Directors with terms expiring in 1996:
Barry R. Banducci...................... 59 1993 Director
Mary Jane Burt......................... 42 1992 Director
Daniel J. Miglio....................... 55 1990 Director
Directors with terms expiring in 1997:
Robert L. Fiscus....................... 58 1991 Director
Betsy Henley-Cohn...................... 43 1993 Director
Marcus R. McCraven..................... 71 1986 Director
John C. Warfel......................... 43 1994 Director
</TABLE>
BARRY R. BANDUCCI is self-employed. Mr. Banducci serves as the Chairman of
the Board of Directors of Transpro, Inc. Mr. Banducci also serves as Vice
Chairman of the Board of Directors of The Equion Corporation, in New Haven,
Connecticut, a manufacturer of automotive/industrial-related products. Mr.
Banducci served as the President, the Chief Executive Officer and a Director of
The Equion Corporation prior to his retirement in 1994. Since 1989, Mr. Banducci
has been a director of Enscor, Inc., a publicly held real estate development and
investment company.
MARY JANE BURT is President of Burt Medical Laboratory, Inc., a division of
Path Lab, Inc., Hamden, Connecticut. She also serves as President of the
Connecticut Association of Clinical Laboratories and is a member of the Board of
the American Association of Bioanalysts.
ROBERT L. FISCUS is President and Chief Financial Officer of The United
Illuminating Company, New Haven, Connecticut, a publicly held electric utility
company, where he previously served as Executive Vice President and Chief
Financial Officer. Mr. Fiscus is also a member of the Board of Directors of The
United Illuminating Company.
BETSY HENLEY-COHN is Chairperson of Birmingham Utilities, Inc., a water
utility in Ansonia, Connecticut, and Joseph Cohn & Son, Inc., a painting
contractor in New Haven, Connecticut. She also serves as a director of The
United Illuminating Company.
MARCUS R. MCCRAVEN is retired. Before his retirement, he served as Vice
President-Environmental Engineering of The United Illuminating Company, New
Haven, Connecticut.
DANIEL J. MIGLIO is the Chairman and Chief Executive Officer of Southern
New England Telecommunications Corporation ("SNET"), a publicly held company. He
had previously served as the President and the Senior Vice President of Finance
and Planning for SNET. He also serves as a director of SNET. He is also Chairman
of the United States Telephone Association and director of Connecticut Public
Television and Radio, the New Haven Symphony Orchestra and the 1995 Special
Olympics World Games.
-4-
<PAGE>
JOHN C. WARFEL is the Senior Vice President, Administration and Finance of
Starter Corporation, a leading sports apparel manufacturer. Mr. Warfel has
served Starter Corporation in such capacities since April, 1995. Prior to April,
1995, Mr. Warfel served as the Chief Financial Officer of Starter Corporation.
BOARD OF DIRECTORS' COMMITTEES AND NOMINATIONS BY STOCKHOLDERS
To select nominees for election as directors, the Board of Directors of the
Company has appointed a Nominating Committee, which has made its nominations for
the Annual Meeting. The Nominating Committee met once during the year ended June
30, 1995. The members of this committee were Mr. Miglio, Ms. Henley-Cohn and Ms.
Burt. The Company's bylaws provide that to be eligible for nomination as a
director of the Company, a person must be a resident of the State of Connecticut
or have been previously a resident for at least three years. The bylaws further
provide that nominations of persons for election to the Board of Directors may
be made by the Board of Directors, or by any stockholder entitled to vote for
the election of directors at the meeting who provides timely notice in writing
to the Secretary of the Company and who complies with the requirement to set
forth certain information specified in Article III, Section 13 of the bylaws
concerning each person the stockholder proposes to nominate for election and the
nominating stockholder. To be timely, notice must be delivered to, or mailed to
and received at, the principal executive offices of the Company not less than 30
days nor more than 90 days prior to the date of the meeting, provided that at
least 45 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders. Public disclosure of the date of the Annual
Meeting was made by issuance of a press release on September 28, 1995. No
stockholder nominations for directors have been submitted in connection with the
Annual Meeting.
The Board of Directors has appointed a standing Audit Committee, which
during the year ended June 30, 1995 conducted two meetings. The members of the
Audit Committee were Mr. Fiscus, Mr. McCraven and Ms. Burt and Ms. Oster. The
duties of the Audit Committee include reviewing the financial statements of the
Company and the scope of the independent annual audit and internal audits. It
also reviews the independent accountants' letter to management concerning the
effectiveness of the Company's internal financial and accounting controls, and
reviews and recommends to the Board of Directors the firm to be engaged as the
Company's independent accountants. The Audit Committee may also examine and
consider such other matters relating to the financial affairs and operations of
the Company as it determines to be appropriate.
The Board of Directors of the Company also has appointed a Human Resources
and Stock Option Committee comprised of three directors, which during the year
ended June 30, 1995 conducted four meetings. The Human Resources and Stock
Option Committee reviews the salary structure and policies of the Company,
administers the Company's stock option plan, selects the eligible persons to
whom stock options or stock appreciation rights will be granted, and prescribes
the terms and provisions of each such option or right. The members of the Human
Resources and Option Committee during the year ended June 30, 1995 were Messrs.
McCraven and Kniberg and Ms. Oster.
During the year ended June 30, 1995, the Board of Directors of the Company
held seven meetings. Three of the directors, Messrs. Miglio and Warfel and Ms.
Henley-Cohn, attended less than 75% of the total number of meetings of the Board
of Directors and committees of which they were members.
-5-
<PAGE>
COMPENSATION OF DIRECTORS
During the year ended June 30, 1995, directors of the Company, other than
officers, each received a retainer of $6,000, paid in Common Stock. The Common
Stock is payable in six month intervals and is valued based on its average
market value during the ten days preceding the payment date. In addition to fees
for Board meetings, the Chairman and the members of board committees received
$350 or $300, respectively, for each committee meeting attended.
EXECUTIVE OFFICERS
The following table sets forth, as of October 24, 1995, the names of the
Company's current executive officers who are not directors, their ages, and all
positions held with the Company. All executive officers serve at the discretion
of the Board of Directors, subject to Employment Agreements that the Company has
entered into with each of the executive officers. See "Executive Compensation -
Employment Agreements."
<TABLE>
<CAPTION>
Name Age Position With Company
---- --- ---------------------
<S> <C> <C>
Joyce I. Baran.................... 48 Vice President of Merchandising and
Design - Strouse
Paul M. McDonald.................. 42 Chief Financial Officer and Secretary -
the Company; Chief Financial Officer and
Secretary - Strouse
Graeme M. Caulfield............... 41 Vice President of Operations - Strouse
</TABLE>
The principal occupations of the executive officers for the last five years
are set forth below.
JOYCE I. BARAN has served as Vice President of Merchandising and Design of
Strouse since 1990. Prior to joining Strouse, Ms. Baran was the Director of
Design and Merchandising for Ithaca Industries, Inc. and prior to that spent 20
years with Warnaco Group, Inc. in design and other product-related positions.
PAUL M. MCDONALD has been the Chief Financial Officer of the Company since
November, 1994. Mr. McDonald has been the Secretary of the Company since April,
1994. In addition, Mr. McDonald has been the Chief Financial Officer and a
Director of Strouse since 1989 and the Secretary of Strouse since September,
1995. Prior to joining Strouse, Mr. McDonald was the Controller for Playtex's
European operations.
GRAEME M. CAULFIELD joined Strouse in 1990 and serves as Vice President of
Operations. Prior to joining Strouse, Mr. Caulfield was Operations Director for
Playtex in Mexico, the United Kingdom and France.
-6-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information for the periods
indicated regarding cash and other compensation paid to, earned by, or awarded
to the Company's Chief Executive Officer and certain other executive officers of
the Company (collectively, the "Named Officers") whose salary and bonus exceeded
$100,000 during the fiscal year ended June 30, 1995.
SUMMARY COMPENSATION TABLE/1/
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------- ------------
Options All Other
Name and Principal Position Year Salary $ Bonus $ Awarded/2/ # Compensation $
- ---------------------------------------------------- ---- ------------ ----------- -------------- --------------
<S> <C> <C> <C> <C> <C>
John J. Crawford.................................... 1995 $ 60,000/3/ $ 0 20,000 $ 0
President, Chief Executive Officer and Chairman of 1994 143,600 0 0 8,217/4/
the Board - the Company 1993/5/ 71,800 0 12,500 4,109/4/
David S. Howell/6/.................................. 1995 122,535/7/ 4,228/8/ 1,909 307/9/
Chairman and Chief Executive Officer - Strouse 1994/10/ 106,888/11/ 24,465 0 841/9/
Alfred A. Kniberg................................... 1995 163,466/7/ 5,634/8/ 2,545 2,369/9/
President and Chief Operating Officer - Strouse 1994/10/ 154,926/11/ 32,609 0 1,271/9/
Joyce Baran......................................... 1995 128,223/7/ 4,219/8/ 1,905 2,329/9/
Vice President Merchandising and Design - Strouse 1994/10/ 116,731/11/ 24,117 0 891/9/
Graeme M. Caulfield................................. 1995 109,064/7/ 3,770/8/ 1,703 2,112/9/
Vice President Manufacturing Operations - Strouse 1994/10/ 103,365/11/ 21,809 0 968/9/
Paul McDonald....................................... 1995 109,067/7/ 3,770/8/ 1,703 1,306/9/
Chief Financial Officer and Secretary - the 1994/10/ 103,374/11/ 21,809 0 981/9/
Company; Chief Financial Officer and Secretary - Strouse
</TABLE>
____________________________
/1/ The Capital Contribution Agreement provides that Messrs. Howell, Kniberg,
Caulfield and McDonald and Ms. Baran, as former stockholders of Strouse
(together with others, the "Former Strouse Stockholders"), are entitled to
additional consideration, the amount of which is based upon the future net
income before interest, dividends and income taxes of Strouse ("EBIT") for
the twelve-month periods ended August 31, 1994, August 31, 1995 and August
31, 1996. The Summary Compensation Table does not include consideration
paid in the fiscal year ended June 30, 1994 to the Former Strouse
Stockholders pursuant to the Capital Contribution Agreement. No
consideration will be paid to the Former Strouse Stockholders for the
twelve-month period ended August 31, 1995 because Strouse did not achieve
the EBIT target for such twelve-month period.
/2/ Options awarded to Mr. Crawford are options to purchase Common Stock.
Options awarded to all other Named Officers are options (the "ASI Options")
to purchase common stock of ASI (the "ASI Common Stock"). Contemporaneously
with the award of any ASI Option, the Named Officers are issued an
identical number of warrants by the Company that enable the Named Officers,
after the exercise of the ASI Options, to convert each share of ASI Common
Stock into one share of Common Stock after April 12, 1996 for no additional
consideration. ASI Options are awarded in each fiscal year pursuant to the
terms of the Employment Agreements. See "Executive Compensation -
Employment Agreements."
/3/ Includes 1,177 treasury shares of Common Stock issued to Mr. Crawford as
salary. The fair market value of the 1,177 shares on the date of grant was
$6,665. Also includes an additional $13,335 in treasury shares of Common
Stock to be issued to Mr. Crawford as salary.
/4/ Term life insurance premiums paid on behalf of Mr. Crawford.
/5/ Compensation for the six-month period from January 1, 1993 to June 30,
1993.
/6/ Mr. Howell resigned from his positions as an officer and director of the
Company and Strouse, effective August 31, 1995.
/7/ Includes $375, $650, $117, $120 and $271 paid for term life insurance
premiums for Messrs. Howell, Kniberg, Caulfield and McDonald and Ms. Baran,
respectively, for the fiscal year ended June 30, 1995. Pursuant to the
terms of the Employment Agreements, if the EBIT of Strouse was greater than
$1,675,000 for the twelve-month period ended August 31, 1995, Messrs.
Howell, Kniberg, Caulfield and McDonald and Ms. Baran could have received a
6% increase in their annual salaries, effective June 1, 1995. However,
Strouse did not achieve the $1,675,000 EBIT target and such 6% increase in
annual salaries will not be paid. See "Executive Compensation - Employment
Agreements."
-7-
<PAGE>
/8/ Amounts of bonuses for the fiscal year ended June 30, 1995 for Messrs.
Howell, Kniberg, Caulfield and McDonald and for Ms. Baran reflect bonuses
earned for the months of July and August, 1994. Pursuant to the terms of
the Employment Agreements, if EBIT of greater than $2,022,000 for the
twelve-month period ended August 31, 1995 was achieved, the Named Officers,
excluding John Crawford, could have received bonuses for the period from
September 1, 1994 through June 30, 1995. However, Strouse did not achieve
the $2,022,000 EBIT target and such bonuses will not be paid. See
"Executive Compensation - Employment Agreements."
/9/ Amount of Strouse's matching contribution pursuant to the Strouse, Adler
Company Cash or Deferred Profit Sharing Plan. The amount of Strouse's
matching contribution for Messrs. Kniberg, Caulfield and McDonald and Ms.
Baran for the fiscal year ended June 30, 1995 cannot currently be
calculated and, accordingly, such amounts are estimates.
/10/ Compensation paid to the executive officer by the Company and Strouse for
the fiscal year ended June 30, 1994. Compensation for the fiscal year ended
June 30, 1993 is not included because the executive officer was not an
employee of the Company before April, 1994.
/11/ Includes $229, $601, $70, $109 and $228 paid for term life insurance
premiums for Messrs. Howell, Kniberg, Caulfield and McDonald and Ms. Baran,
respectively, for the fiscal year ended June 30, 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below provides certain information regarding stock options
granted during the Company's last fiscal year to the Named Officers.
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------
Number of Potential Realizable
Securities Value at Assumed
Underlying % of Total Annual Rates of
Options/ Options/SARs Exercise Stock Price Appreciation
SARs Granted to or Base for Option Term
Granted/1/ Employees Price Expiration ----------------------------
Name (#) In Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---------------- ------------ -------------- -------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
John J. Crawford 10,000/2/ 28.8% $5.40 August 5, 2004 $39,661 $152,640
10,000/3/ 28.8% 5.40 August 5, 2004 39,661 152,640
David S. Howell 1,909/4/ 5.5% 5.00 December 3, 2004 5,994 24,760
Alfred A. Kniberg 2,545/4/ 7.3% 5.00 December 3, 2004 7,991 33,009
Joyce Baran 1,905/4/ 5.5% 5.00 December 3, 2004 5,982 24,708
Graeme Caulfield 1,703/4/ 4.9% 5.00 December 3, 2004 5,347 22,088
Paul McDonald 1,703/4/ 4.9% 5.00 December 3, 2004 5,347 22,088
</TABLE>
____________________________
/1/ Options awarded to Mr. Crawford are options to purchase Common Stock.
Options awarded to all other Named Officers are ASI Options to purchase ASI
Common Stock. Contemporaneously with the award of any ASI Option, the Named
Officers are issued an identical number of warrants by the Company that
enable the Named Officers, after the exercise of the ASI Options, to
convert each share of ASI Common Stock into one share of Common Stock after
April 12, 1996 for no additional consideration. ASI Options are awarded in
each fiscal year pursuant to the terms of the Employment Agreements. See
"Executive Compensation - Employment Agreements."
/2/ Stock options granted on August 5, 1994, which options vested on August 5,
1995.
/3/ Stock options granted on August 5, 1994, which options vest on August 5,
1996.
/4/ ASI Options granted on December 3, 1994, which ASI Options vested on the
date of grant.
-8-
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information regarding unexercised stock
options held as of June 30, 1995, by the Named Officers. No stock options were
exercised by the Named Officers during the past fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at FY-End/1/ (#) at FY-End/2/ ($)
---------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
John J. Crawford.............. 0 32,500 0 0
David S. Howell............... 1,909 0 0 0
Alfred A. Kniberg............. 2,545 0 0 0
Joyce Baran................... 1,905 0 0 0
Graeme Caulfield.............. 1,703 0 0 0
Paul McDonald................. 1,703 0 0 0
</TABLE>
_____________________________
/1/ Options awarded to Mr. Crawford are options to purchase Common Stock.
Options awarded to all other Named Officers are ASI Options to purchase ASI
Common Stock. Contemporaneously with the award of any ASI Option, the Named
Officers are issued an identical number of warrants by the Company that
enable the Named Officers, after the exercise of the ASI Options, to
convert each share of ASI Common Stock into one share of Common Stock after
April 12, 1996 for no additional consideration. ASI Options are awarded in
each fiscal year pursuant to the terms of the Employment Agreements. See
"Executive Compensation - Employment Agreements."
/2/ All of the options held by the Named Officers have exercise prices that are
greater than the fair market value of the Common Stock as of June 30, 1995,
which was $4.38 per share. Such options are not "in-the-money" and their
value is, therefore, zero. Since the ASI Common Stock is convertible into
Common Stock for no additional consideration, the closing price per share
of the Common Stock on June 30, 1995 has been used as the market price of
the ASI Common Stock on June 30, 1995.
TEN-YEAR OPTIONS/SAR REPRICINGS
The following table sets forth certain information regarding the repricing
of stock options or SARs during the past ten fiscal years, by the executive
officers listed in the Summary Compensation Table above:
<TABLE>
<CAPTION>
Number of Market Length of
Securities Price of Exercise Original
Underlying Stock at Price at Option Term
Options/ Time of Time of Remaining
SARs Repricing or Repricing or New at Date of
Repriced or Amendment Amendment Exercise Repricing or
Name Date Amended (#) ($) ($) Price ($) Amendment
- ---------------------------- --------- ------------ ------------- ------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John J. Crawford/ 1/........... 08/05/94 10,000 $4.75 $10.00 & $5.40 7 yrs, 133 days
President, Chief Executive 15.00 6 yrs, 207 days
Officer and Chairman of the
Board - the Company
</TABLE>
_________________________
/1/ In an option repricing transaction which occurred on August 5, 1994, two
stock options previously granted to Mr. Crawford on February 28, 1991 and
December 16, 1991, each to purchase 5,000 shares of Common Stock, were
cancelled, and in their place one stock option was granted to Mr. Crawford
to purchase 10,000 shares of Common Stock at an exercise price of $5.40 per
share. The option to purchase 10,000 shares of Common Stock vested on
August 5, 1995 and will expire on August 5, 2004.
-9-
<PAGE>
EMPLOYMENT AGREEMENTS
In connection with the Acquisition, the Company entered into Employment
Agreements (the "Employment Agreements") in 1994 with Messrs. Howell, Kniberg,
McDonald and Caulfield and Ms. Baran. Pursuant to the Employment Agreements such
officers currently receive base salaries of $122,160, $162,816, $108,947,
$108,947 and $127,952, respectively. The Employment Agreements are for five (5)
year terms ending in 1999. In addition to providing for base annual salaries,
such agreements provide for (a) 6% annual increases if certain levels of future
net income before interest, dividends and income taxes of Strouse ("EBIT") are
achieved; and (b) an annual cash bonus and stock option to purchase Common Stock
of ASI (the "ASI Common Stock"), if certain other levels of EBIT are achieved.
The minimum level of EBIT, as defined for such purpose in the Employment
Agreements, required in order for such employees to receive the 6% annual
increases under the Employment Agreements is $1,675,000 and $1,950,000 for the
twelve-months ended August 31, 1995 and 1996, respectively, and is an amount to
be determined by the Board of Director for the twelve-months ended August 31,
1997 and 1998. The minimum level of EBIT, as defined for such purpose in the
Employment Agreements, required in order for such employees to receive a cash
bonus and stock option under the Employment Agreements is an amount to be
determined by a majority of such employees and a majority of the members of the
Board of Directors with respect to the twelve months ended August 31, 1995 and
subsequent years. The minimum level of EBIT of Strouse for the twelve months
ended August 31, 1995 has been set by the employees and the Board of Directors
at $2,022,000. The annual bonus increases proportionately from 20% of salary for
achieving the minimum level of EBIT to 100% of salary for achieving EBIT of more
than double the minimum level of EBIT. The annual stock option increases
proportionately from 10,000 shares of ASI Common Stock for achieving the minimum
level of EBIT to 20,000 shares for achieving EBIT of more than double the
minimum level of EBIT. The stock options will be exercisable at the market price
on the date that they are granted. The number of stock options granted to each
employee will be based on the amount of his or her salary in relation to the
amounts of the salaries of the other employees who are parties to such
Employment Agreements. Strouse did not achieve either of the EBIT targets for
the twelve-months ended August 31, 1995.
HUMAN RESOURCES AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Set forth below is a report submitted by the Human Resources and Stock
Option Committee (the "Committee") regarding the compensation policies of the
Company for the fiscal year ended June 30, 1995, as they related to the
Company's principal executive officers, including the Chief Executive Officer.
On April 11, 1994, the Company entered into the Employment Agreements with
all of its executive officers (the "Executive Officers"), except John J.
Crawford, the Chief Executive Officer of the Company, in connection with the
Acquisition of Strouse. Pursuant to the Employment Agreements, for the fiscal
year ended June 30, 1995, each Executive Officer received a base annual salary
and will receive (a) a 6% annual increase if EBIT of Strouse of $1,675,000 for
the twelve months ended August 31, 1995 is achieved, and (b) an annual cash
bonus and stock option to purchase ASI Common Stock, if EBIT of Strouse of
$2,022,000 for the twelve months ended August 31, 1995 is achieved. Strouse did
not achieve either of these EBIT targets for the twelve-months ended August 31,
1995 and such 6% annual increase and annual cash bonus and stock options will
not be paid or awarded.
-10-
<PAGE>
The following factors were considered in connection with the Company's
decision to enter into the Employment Agreements: (i) the base annual salaries
and 6% annual increases under the Employment Agreements were equal to the
Executive Officers' annual salaries and annual increases prior to the
Acquisition; (ii) in order for the Executive Officers to receive the 6% annual
increases and the annual cash bonuses and stock options in each year of the
Employment Agreements, the EBIT of Strouse must increase to target levels that
are higher than the EBIT of Strouse for the prior fiscal year; and (iii) the
execution of the Employment Agreements was a condition precedent to the
Acquisition.
Since July, 1994, Mr. Crawford has served the Company in a part-time
capacity. In light of the reduced scope of Mr. Crawford's duties, Mr. Crawford
and the Company agreed that Mr. Crawford's salary for the 1995 fiscal year would
be $60,000, $40,000 of which is payable in cash and $20,000 of which is payable
in Common Stock. The Common Stock is payable in four month intervals and is
valued based on its average market value during the ten days preceding the
payment date.
During the 1995 fiscal year, the Committee granted a stock option to
purchase 10,000 shares of Common Stock to Mr. Crawford and repriced stock
options to purchase 10,000 shares of Common Stock granted to Mr. Crawford, to
serve as a further incentive to Mr. Crawford.
Human Resources and Stock Option Committee
Marcus R. McCraven
Alfred A. Kniberg
Sharon M. Oster
CERTAIN TRANSACTIONS
New England Resources Limited Partnership, an entity affiliated with David
Howell, a former director of the Company, executive officer of Strouse and
stockholder owning more than 5% of the Preferred Stock, and Ann-Marie Howell, a
former executive officer of Strouse and a stockholder owning more than 5% of the
Preferred Stock, leases to Strouse its principal facility located in New Haven,
Connecticut. The rent paid by Strouse under such lease for the fiscal year ended
June 30, 1995 was $449,509 and the average rent under the lease was $3.83 per
square foot.
In connection with the Acquisition, Messrs. Kniberg, McDonald and Caulfield
(collectively, the "Borrowers") borrowed $298,358, $184,660 and $184,660
(collectively, the "Loans"), respectively, from the Company. The Borrowers used
the Loans to exercise options to purchase Strouse stock. The current outstanding
principal balances of the Loans are $149,179, $92,330 and $92,330, respectively
and the largest amounts outstanding during fiscal 1995 were $149,179, $92,330
and $92,330, respectively. The Borrowers pledged to the Company an aggregate of
33,383 shares of preferred stock of ASI to secure the repayment of the Loans.
Interest accrues on the Loans at a rate of 8.9% per annum, and is payable
quarterly. One-half of the principal balance of the Loans is payable on April
11, 1997 and one-half is payable on April 11, 1998. Payment of the principal
amount of the Loans may be delayed if the Company has not registered certain
shares of its Common Stock under applicable federal and state securities laws
upon the request of the Borrowers.
-11-
<PAGE>
PERFORMANCE PRESENTATION
PERFORMANCE GRAPH
The following graph and table depicts the performance of the Company's
stock compared with: (i) the NASDAQ Market Value Index; and (ii) a textiles-
apparel industry peer group over the preceding five-year period. The graph and
data were provided to the Company by Media General Financial Services and are
believed by the Company to be reliable. The graph and data assume reinvestment
of all dividends.
The stock price performance shown on the graph is not necessarily an
indication of future price performance.
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C>
The Aristotle Corp. $100.00 $ 46.43 $ 10.71 $ 16.07 $ 13.93 $ 12.50
NASDAQ Market Index $100.00 $ 94.22 $101.52 $124.62 $136.66 $160.27
Textile-Apparel Industry Peer Group $100.00 $116.41 $132.42 $140.15 $140.05 $139.07
</TABLE>
-12-
<PAGE>
STOCK OWNED BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of October 10, 1995, certain information
regarding beneficial ownership of the Common Stock and the Preferred Stock by:
(i) each person who is known to the Company to own beneficially more than 5% of
the outstanding shares of either the Common Stock or the Preferred Stock; (ii)
each director of the Company; (iii) each executive officer of the Company who is
a Named Officer; and (iv) all executive officers and directors of the Company as
a group. Unless otherwise indicated, all persons listed below have sole voting
and investment power with respect to their shares. In preparing the following
table, the Company has relied on information furnished by such persons. Based
upon a review of all reports furnished to the Company that were required to be
filed pursuant to Section 16 of the Securities and Exchange Act of 1934, the
following officers and/or directors of the Company did not timely file with the
Securities and Exchange Commission, on one occasion each, their reports on Form
4 to report changes in their beneficial ownership of the Common Stock: Mr.
Crawford (one report for four transactions), and Ms. Henley-Cohn (one report for
two transactions).
<TABLE>
<CAPTION>
Number of Shares
of Capital Stock Percent of Class and
Beneficially Owned/ 1/ Voting Power/ 2/
---------------------------- ----------------------------------
5% Stockholders, Directors Common Preferred Common Preferred Voting
and Executive Officers Stock Stock Stock Stock Power
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
5% Stockholders:
Howell Resource Partners/ 3/...................... 0 102,237 * % 37.81% 7.44%
David S. Howell................................... 1,570/ 4/ 102,237/ 5/ * 37.81 7.55
Ann-Marie Howell.................................. 1,570/ 6/ 102,237/ 5/ * 37.81 7.55
Alfred A. Kniberg................................. 0 75,374 * 27.88 5.48
Graeme M. Caulfield............................... 0 25,953 * 9.60 1.89
Paul McDonald..................................... 0 26,352/ 7/ * 9.75 1.92
Richard Sheldon................................... 0 21,244 * 7.86 1.55
Directors (excluding Mr. Kniberg):
John J. Crawford.................................. 32,495/ 8/ 0 2.92 * 2.35
Barry R. Banducci................................. 2,616/ 9/ 0 * * *
Mary Jane Burt.................................... 3,516/10/ 0 * * *
Robert L. Fiscus.................................. 3,916/11/ 0 * * *
Betsy Henley-Cohn................................. 24,956/12/ 0 2.26 * 1.81
Marcus R. McCraven................................ 2,254/13/ 0 * * *
Daniel J. Miglio.................................. 3,716/14/ 0 * * *
Sharon M. Oster................................... 3,536/15/ 0 * * *
John C. Warfel.................................... 1,009/16/ 0 * * *
Executive Officers (excluding Messrs. Crawford,
Howell, Kniberg, McDonald and Caulfield and
Mrs. Howell):
Joyce Baran....................................... 0 6,473 * 2.39 *
------------ ----------- ------ -------- -------
All Executive Officers and Directors as a group/17/
(15 persons)....................................... 74,584 257,633 6.64 95.29 23.85
============ =========== ====== ======== =======
</TABLE>
- -----------------------
* Less than 1%
/1/ The table does not include warrants (the "Warrants") issued by the Company
to Howell Resource Partners ("HRP"), Alfred A. Kniberg, Graeme M.
Caulfield, Paul McDonald, Richard Sheldon and Joyce Baran as former
stockholders of the Strouse in connection with the Acquisition. The
Warrants permit the holders thereof to exchange the ASI Common Stock and
preferred stock of ASI held by them for and aggregate of 365,640 shares of
Common Stock at times between April, 1996 and April, 2001.
/2/ Percentages are calculated by including as part of the total number of
issued and outstanding shares of Common Stock those stock options which are
currently exercisable by the individual whose share ownership percentage is
being calculated, in accordance with the applicable securities regulations.
/3/ HRP is a general partnership whose general partners are David S. Howell and
Ann-Marie Howell. HRP is the direct beneficial owner of such 102,237
shares.
-13-
<PAGE>
/4/ Includes 1,000 shares held by Mr. Howell jointly with his wife, Ann-Marie
Howell; 500 shares held by Mr. Howell's mother, Alice L. Howell; and 70
shares held by Mr. Howell's step-son, Eric M. Hines. Mr. Howell disclaims
beneficial ownership of the 570 shares held by his mother and step-son.
/5/ Mr. Howell and Mrs. Howell are the general partners of HRP (discussed in
footnote 3 above), and have the power to vote the 102,237 shares. Mr.
Howell and Mrs. Howell therefore share voting and dispositive power with
respect to the 102,237 shares and are indirect beneficial owners of such
shares.
/6/ Includes 1,000 shares held by Mrs. Howell jointly with her husband, David
S. Howell; 500 shares held by Mrs. Howell's mother-in-law, Alice L. Howell;
and 70 shares held by Mrs. Howell's son, Eric M. Hines. Mrs. Howell
disclaims beneficial ownership of the 570 shares held by her mother-in-law
and son.
/7/ Includes 22,478 shares held by Mr. McDonald directly and 3,874 shares held
by Janney Montgomery Scott,, Inc. under a custodial agreement for Mr.
McDonald's benefit. Mr. McDonald disclaims beneficial ownership of the
3,874 shares held by Janney Montgomery Scott, Inc.
/8/ Includes 12,865 shares held by Mr. Crawford directly; 5,000 shares held in
trust for which Mr. Crawford serves as custodian with power to vote the
shares; 4,580 shares held in his wife's name; 50 shares held in the name of
his daughter; and stock options, which are currently exercisable, to
purchase 10,000 shares.
/9/ Includes 1,658 shares held by Mr. Banducci directly; and stock options,
which are currently exercisable, to purchase 958 shares.
/10/ Includes 2,079 shares held by Ms. Burt directly; and stock options, which
are currently exercisable, to purchase 1,437 shares.
/11/ Includes 2,479 shares held by Mr. Fiscus directly; and stock options, which
are currently exercisable, to purchase 1,437 shares.
/12/ Includes 1,658 shares held by Ms. Henley-Cohn directly; 14,340 shares held
in trusts in which Mrs. Henley-Cohn has the power to vote the shares; 8,000
shares held equally by Ms. Henley-Cohn's son and daughter, 5,000 of which
are disclosed in footnote 9 above as part of Mr. Crawford's shares held in
trust for which Mr. Crawford serves as custodian with power to vote the
shares; and stock options, which are currently exercisable, to purchase 958
shares.
/13/ Includes 2,243 shares held by Mr. McCraven directly; and 11 shares held in
Mr. McCraven's wife's name.
/14/ Includes 2,279 shares held by Mr. Miglio directly; and stock options, which
are currently exercisable, to purchase 1,437 shares.
/15/ Includes 2,099 shares held by Ms. Oster directly; and stock options, which
are currently exercisable, to purchase 1,437 shares.
/16/ Includes 530 shares held by Mr. Warfel directly; and stock options, which
are currently exercisable, to purchase 479 shares.
/17/ In addition to the foregoing capital stock of the Company, HRP, Messrs.
Kniberg, Caulfield, McDonald and Sheldon and Ms. Baran own 24,446, 18,832,
7,312, 7,397, 4,590 and 3,302 shares of ASI Common Stock, respectively
(assuming that all of the ASI Options held by such individuals are
exercised). HRP and Mr. Kniberg own 2.1% and 1.6%, respectively, of the ASI
Common Stock. None of the other stockholders owns more than 1% of the ASI
Common Stock. HRP, Messrs. Kniberg, Caulfield, McDonald and Sheldon and Ms.
Baran also own 92,784, 68,405, 23,553, 23,916, 19,280 and 5,875 shares of
preferred stock of ASI, respectively, representing 37.8%, 27.9%, 9.6%,
9.7%, 7.9%, and 2.4%, respectively, of the issued and outstanding preferred
stock of ASI.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK, PRESENT IN PERSON OR BY PROXY AT THE ANNUAL MEETING IS REQUIRED TO ELECT
THE NOMINEES FOR DIRECTOR. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR.
-14-
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
On September 28, 1995, the Board of Directors re-appointed Arthur Andersen
LLP ("Arthur Andersen") to serve as independent accountants for the Company for
the fiscal year ending June 30, 1996, subject to ratification of such
appointment by the stockholders. Representatives of Arthur Andersen will be
present at the Annual Meeting. They will be given an opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions.
Unless otherwise indicated, properly executed proxies will be voted in
favor of ratifying the appointment of Arthur Andersen, independent certified
public accountants, to audit the books and accounts of the Company for the
fiscal year ending June 30, 1996.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK, PRESENT IN PERSON OR BY PROXY AT THE ANNUAL MEETING, IS REQUIRED TO
RATIFY THE APPOINTMENT OF THE ACCOUNTANTS. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN AS INDEPENDENT ACCOUNTANTS.
Richard A. Eisner & Company LLP ("Eisner & Company") served as independent
accountants for the fiscal year ending June 30, 1994. Since Arthur Andersen was
Strouse's accountants prior to the Acquisition, the Board of Directors, at the
recommendation of the Audit Committee, appointed Arthur Andersen as the
Company's accountants for the fiscal year ended June 30, 1995.
Eisner & Company expressed opinions on the financial statements of the
Company in its reports for the six-month period ending June 30, 1993 and the
fiscal year ended June 30, 1994 (the "Eisner & Company Reports"). However, the
Eisner & Company Reports contained disclosures relating to the continued
uncertainty arising from a certain class action litigation against the Company
and expressed substantial doubt about whether the Company could continue as a
going-concern as a result of actions, if any, which could be asserted arising
from the activities of the Company's former subsidiary, First Constitution Bank.
As of June 30, 1993, the Company changed its fiscal year end from December 31 to
June 30.
There were no disagreements with Eisner & Company during the six-month
period ending June 30, 1993 or the fiscal year ended June 30, 1994 as to any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure which disagreements, if not resolved to the
satisfaction of Eisner & Company, would have caused it to make a reference to
the subject matter of the disagreement in connection with its reporting.
Prior to Arthur Andersen's appointment in 1994, the Company discussed with
Arthur Andersen the current financial condition of and related issues with
respect to the Company. In addition, management of the Company discussed with
Arthur Andersen the nature of the audit opinion that it was contemplated that
Eisner & Company would render for the fiscal year ended June 30, 1994. Arthur
Andersen advised the Company, based on the facts known to Arthur Andersen at
that time, that Arthur Andersen believed it would be able to render an opinion
for the fiscal year ended June 30, 1994. However, Arthur Andersen advised the
Company that since Arthur Andersen had not performed an audit for the fiscal
year ended June 30, 1994, Arthur Andersen was unable to confirm to the Company
what form of opinion would have been rendered by Arthur Andersen with respect to
such fiscal year. There were no pre-conditions to the appointment of Arthur
Andersen. The Company authorized Eisner & Company to respond fully to the
inquiries of Arthur Andersen concerning the foregoing.
-15-
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS TO BE PRESENTED AT 1996
ANNUAL MEETING OF STOCKHOLDERS
Any proposal intended to be presented by any stockholder for action at the
1996 Annual Meeting of stockholders of the Company must be received by the
Secretary of the Company at 129 Church Street, Suite 717, New Haven, Connecticut
06510, not later than June 26, 1996, in order for the proposal to be considered
for inclusion in the proxy statement and proxy relating to the 1996 Annual
Meeting. In addition, the Company's bylaws require that notice of stockholder
proposals and nominations for director be delivered to the Secretary of the
Company not less than thirty (30) days nor more than ninety (90) days prior to
the date of an annual meeting, unless notice or public disclosure of the date of
the meeting occurs less than forty-five (45) days prior to the date of such
meeting, in which event stockholders may deliver such notice not later than the
fifteenth (15th) day following the day on which notice of the date of the
meeting was mailed or public disclosure thereof was made. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 1996 Annual Meeting any stockholder proposal
that does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time such proposal is
received.
GENERAL
The Company's Annual Report to Stockholders which contains financial
statements for the fiscal year ended June 30, 1995, as well as other information
concerning the Company, has been sent to the stockholders with this proxy
statement.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be presented for action by the
shareholders at the Annual Meeting. If, however, any other matters not now known
are properly brought before the meeting, the persons named in the accompanying
proxy will vote such proxy in their discretion.
By Order of the Board of Directors
/s/ Paul McDonald
Paul McDonald
Chief Financial Officer
and Secretary
October 24, 1995
-16-
<PAGE>
APPENDIX 1
----------
PROXY
-----
THE ARISTOTLE CORPORATION
129 CHURCH STREET, SUITE 717
NEW HAVEN, CONNECTICUT 06510
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1995
Robert L. Fiscus and Mary Jane Burt, or any of them individually and each
of them with the power of substitution, are hereby appointed Proxies of the
undersigned to vote all stock of The Aristotle Corporation owned on the record
date by the undersigned at the Annual Meeting of Stockholders to be held at the
New Haven Lawn Club, 193 Whitney Avenue, New Haven, Connecticut, at 2:00 p.m.,
on November 21, 1995, or any adjournment thereof, upon such business as may
properly come before the meeting, including the items on the reverse side of
this form as set forth in the Notice of 1995 Annual Meeting and the Proxy
Statement.
Nominees for Election as Directors: John J. Crawford, Alfred A. Kniberg and
Sharon M. Oster.
(SHARES CANNOT BE VOTED UNLESS THIS PROXY FORM IS SIGNED AND RETURNED, OR
OTHER SPECIFIC ARRANGEMENTS ARE MADE TO HAVE THE SHARES REPRESENTED AT THE
MEETING.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
A-1
<PAGE>
The Company's Directors recommend a vote FOR the proposals numbered 1 and
2. This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS NUMBERED 1 AND 2 AND IN THE DISCRETION OF THE PROXIES AS
TO OTHER MATTERS.
1. Election of Directors (see reverse)
[_]FOR [_]WITHHELD
[_]_______________________________________________________________________
For all nominees except as noted above
2. Ratify Appointment of Accountants
[_]FOR [_]AGAINST [_]ABSTAIN
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE.
MARK HERE FOR ADDRESS MARK HERE IF YOU PLAN
CHANGE AND NOTE AT LEFT [_] TO ATTEND THE MEETING [_]
Please sign your name below. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give the full title or capacity. If a corporation, please sign
in corporate name by an authorized officer and give title. If a partnership,
please sign in partnership name by an authorized person.
Signature:________________________________ Date______________________________
Signature:________________________________ Date______________________________
A-2
