<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)
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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF ARISTOTLE CORPORATION APPEARS HERE]
27 Elm Street
New Haven, Connecticut 06510
(203) 867-4090
October 2, 1998
Dear Stockholder,
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of The Aristotle Corporation, a Delaware corporation ("Aristotle"), to be held
at 2:00 p.m. on November 17, 1998 at the New Haven Lawn Club, 193 Whitney
Avenue, New Haven, Connecticut (including any adjournment or postponement
thereof, the "Annual Meeting").
At the Annual Meeting, you will be asked (i) to elect three persons to the
Board of Directors of Aristotle; and (ii) to ratify the selection of Arthur
Andersen LLP as Aristotle's independent public accountants. The Board of
Directors recommends the approval of each of these proposals. Such other
business will be transacted as may properly come before the Annual Meeting.
It is very important that your shares of Common Stock and Preferred 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 M. McDonald
Paul M. McDonald
Chief Financial Officer and
Secretary
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE>
THE ARISTOTLE CORPORATION
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of the Stockholders of
The Aristotle Corporation ("Aristotle") will be held at 2:00 p.m. on Tuesday,
November 17, 1998 at the New Haven Lawn Club, 193 Whitney Avenue, New Haven,
Connecticut (including any adjournment or postponement thereof, the "Annual
Meeting"), for the following purpose:
1. To elect three directors for three-year terms and until their successors
are duly elected and qualified;
2. To ratify the appointment by the Board of Directors of Arthur Andersen
LLP as independent accountants of Aristotle for the fiscal year ending June
30, 1999; and
3. To consider and take action upon any other matters that may properly
come before the Annual Meeting and any adjournments or postponements
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 has fixed the close of business on September 25, 1998 as the
record date (the "Record Date") for the determination of the Stockholders
entitled to notice of and to vote at the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY USING THE ENCLOSED PRE-
ADDRESSED, POSTAGE-PAID, RETURN ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY CARD. YOUR PROMPT ATTENTION IS APPRECIATED.
By Order of the Board of Directors,
/s/ Paul M. McDonald
Paul M. McDonald
Secretary
New Haven, Connecticut
Dated: October 2, 1998
<PAGE>
THE ARISTOTLE CORPORATION
27 ELM STREET
NEW HAVEN, CONNECTICUT 06510
(203) 867-4090
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 17, 1998
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the "Board of Directors") of The Aristotle Corporation
("Aristotle"), a Delaware corporation, of proxies, in the accompanying form,
to be used at the 1998 Annual Meeting of Stockholders to be held at the New
Haven Lawn Club, 193 Whitney Avenue, New Haven, Connecticut on November 17,
1998 at 2:00 p.m., and at any adjournments or postponements thereof (the
"Annual Meeting").
Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the three nominees for director named herein and FOR the
ratification of the appointment of Arthur Andersen LLP as Aristotle's
independent public accountants for the fiscal year ending June 30, 1999
(collectively, the "Proposals"). Shares represented by valid proxies in the
form enclosed, received in time for use at the Annual Meeting and not revoked
at or prior to the Annual Meeting, will be voted at the Annual Meeting.
A Stockholder may revoke his or her proxy at any time prior to its use: (i)
by delivering to the Secretary of Aristotle 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.
The presence at the Annual Meeting, in person or by proxy, of one-third of
Aristotle's aggregate shares of issued and outstanding common stock, par value
$.01 per share ("Common Stock"), combined with Aristotle's aggregate shares of
issued and outstanding Series F, G and H preferred stock, par value $.01 per
share (the "Series F, G and H Preferred Stock") on the Record Date is
necessary to constitute a quorum. The holders of Aristotle's shares of issued
and outstanding Series E preferred stock, par value $.01 per share (the
"Series E Preferred Stock") are not entitled to vote on the election of
directors or the ratification of independent public accountants. The Series F,
G and H Preferred Stock and the Series E Preferred Stock are sometimes
collectively referred to as the "Preferred Stock".
All Stockholders who deliver properly executed and dated proxies to
Aristotle 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
Proposal 1 requires an affirmative vote of a plurality of the votes cast by
the holders of Common Stock and the holders Series F, G and H Preferred Stock,
voting as a single class, at the Annual Meeting. The approval of Proposal 2
requires an affirmative vote of a majority of the votes cast by the holders of
the Common Stock and the holders Series F, G and H Preferred Stock, voting as
a single class, at the Annual Meeting. With respect to the tabulation of votes
on any matter, abstentions are treated as votes against a proposal, while
broker non-votes have no effect on the vote.
The Board of Directors has fixed the close of business on September 25, 1998
as the record date (the "Record Date") for the determination of holders of
outstanding shares of Common Stock and Preferred Stock entitled to notice of
and to vote at the Annual Meeting. As of the Record Date, there were 1,221,118
shares
1
<PAGE>
of Common Stock outstanding and entitled to vote at the Annual Meeting. 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. In
addition, as of the Record Date, an aggregate of 569,630 shares of Preferred
Stock were outstanding, consisting of 489,131 shares of Series E Preferred
Stock and an aggregate of 80,499 shares of Series F, G and H Preferred Stock.
The holders of Series F, G and H Preferred Stock are entitled to cast one vote
per share and to vote with the Common Stock as a single class on all matters.
The Common Stock and the Preferred Stock constitute the only outstanding
capital stock of Aristotle.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by Aristotle. In
addition, Aristotle will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock and Preferred Stock of
Aristotle for their expenses in forwarding proxy material to such beneficial
owners. Solicitation of proxies by mail may be supplemented by telephone,
telegram, telex and personal solicitation by the directors or officers of
Aristotle. No additional compensation will be paid for such solicitation.
This Proxy Statement and the accompanying proxy are being mailed on or about
October 2, 1998 to all Stockholders entitled to notice of and to vote at the
Annual Meeting.
The Annual Report to Stockholders for the fiscal year ended June 30, 1998 is
being mailed to the Stockholders with this Proxy Statement, but does not
constitute a part hereof.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Amended Bylaws of Aristotle (the "Amended Bylaws") provide that the
number of directors shall not be less than seven (7) nor more than fifteen
(15), as fixed by the Board of Directors. The Amended and Restated Certificate
of Incorporation and the Amended Bylaws provide that the directors be divided
into three classes, as equal in number as possible, with terms expiring in
successive years. Directors are elected by the stockholders, other than in the
case of newly created directorships, in which case a majority of the Directors
then in office appoint an individual to fill the newly created directorship.
Directors are elected for terms of three years, or, in the case of newly
created directorships, for a full term for the class of directors in which the
new directorship was created and, in any case, until their successors are
elected and qualified. At the Annual Meeting, three directors will be elected
for three-year terms.
As of the date of the last annual meeting, there were eight (8)
directorships. As of June 30, 1998, there were ten (10) directorships.
Pursuant to the Stock Purchase Agreement dated October 22, 1998 between
Aristotle and Geneve Corporation ("Geneve"), Geneve purchased 489,131 shares
of Series E Preferred Stock. The terms of the Series E Preferred Stock provide
that having fewer than two representatives of the holders of Series E
Preferred Stock on Aristotle's Board of Directors shall result in an
acceleration event which could require that Aristotle redeem the Series E
Preferred Stock. Consequently, the Board of Directors established two new
directorships in January of 1998. The directors then in office appointed
Edward Netter, the Chairman and Chief Executive Officer of Geneve, for a term
to expire at the Annual Meeting in 1998 and appointed Steven B. Lapin, the
President and Chief Operating Officer of Geneve, for a term to expire at the
Annual Meeting in 1999.
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
2
<PAGE>
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 fails 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 Director's three
nominees for election as directors. Also shown is certain other information,
some of which has been obtained from Aristotle'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 September 1, 1998, the periods during which he
or she has served as a director of Aristotle and the positions currently held
with Aristotle.
<TABLE>
<CAPTION>
DIRECTOR OF THE POSITIONS HELD WITH
NOMINEES AGE COMPANY SINCE THE COMPANY
-------- --- --------------- --------------------------
<S> <C> <C> <C>
John J. Crawford.............. 53 1989 Director, President, Chief
Executive Officer and
Chairman of the Board
Edward Netter................. 66 1998 Director
Sharon M. Oster............... 50 1992 Director
</TABLE>
JOHN J. CRAWFORD has been President and Chief Executive Officer of Aristotle
since April 2, 1990 and Chairman of the Board since April 1993. Since July
1994, Mr. Crawford has served Aristotle in a part-time capacity. Mr. Crawford
is also the Chief Executive Officer of the Regional Water Authority, a utility
located in New Haven, Connecticut. Mr. Crawford is also a member of the Board
of Directors of Webster Financial Corporation.
EDWARD NETTER has been Chairman, Chief Executive Officer and a director of
Geneve Corporation, a private diversified holding company, for more than five
years. Mr. Netter is also Chairman, Chief Executive Officer and a director of
Independence Holding Company, a holding company engaged principally in the
life and health insurance business.
SHARON M. OSTER has been a Professor of Economics at the School of
Organization and Management, Yale University since 1982. Ms. Oster is a
director of two publicly-held companies, Health Care REIT, a real estate
investment company, 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
1999:
Barry R. Banducci.................. 62 1993 Director
Steven B. Lapin.................... 53 1998 Director
Daniel J. Miglio................... 58 1990 Director
Directors with terms expiring in
2000:
Robert L. Fiscus................... 61 1991 Director
Betsy Henley-Cohn.................. 45 1993 Director
John C. Warfel..................... 46 1994 Director
</TABLE>
BARRY R. BANDUCCI has been self-employed as an investor/consultant since
February 1994, having retired from The Equion Corporation, a manufacturer of
automotive/industrial-related products, in January 1994. Mr. Banducci served
as the President, the Chief Executive Officer and a director of The Equion
Corporation prior to his retirement in 1994. Mr. Banducci serves as the
Chairman of the Board of Directors of TransPro, Inc., a publicly-held
manufacturer of automotive-related products.
3
<PAGE>
STEVEN B. LAPIN has been President and Chief Operating Officer of Geneve
Corporation ("Geneve"), a private diversified holding company, since October
1993 and a director of Geneve for more than five years. Mr. Lapin is also
President, Chief Operating Officer and a director of Independence Holding
Company, a holding company engaged principally in the life and health
insurance business, as well as a director of American Educational Products,
Inc., a developer and producer of hands-on-educational materials, and
Zimmerman Sign Company, a provider of site identification products and
services.
DANIEL J. MIGLIO is the Chairman and Chief Executive Officer of Southern New
England Telecommunications Corporation ("SNET"), a publicly-held
telecommunications company. He has been employed by SNET since 1962 and has
previously served as its President and the Senior Vice President of Finance
and Planning. Mr. Miglio is the Chairman and Chief Executive Officer of
Southern New England Telephone Company, a subsidiary of SNET.
ROBERT L. FISCUS is Vice Chairman of the Board of Directors and Chief
Financial Officer of The United Illuminating Company, a publicly-held electric
utility company, where he previously served as President and Chief Financial
Officer. Mr. Fiscus has been employed by The United Illuminating Company since
1972.
BETSY HENLEY-COHN is Chairperson of Birmingham Utilities, Inc., a water
utility in Ansonia, Connecticut, and Joseph Cohn & Son, Inc., in New Haven,
Connecticut. Ms. Henley-Cohn has been employed by Birmingham Utilities, Inc.
since 1993 and by Joseph Cohn & Son, Inc. since 1978. She also serves as a
director of The United Illuminating Company and Citizens Bank of Connecticut.
JOHN C. WARFEL has been the Senior Vice President, Administration and
Finance and Chief Financial Officer of Starter Corporation, a leading sports
apparel manufacturer since March 1995. He has been employed by Starter
Corporation since 1988.
BOARD OF DIRECTORS' COMMITTEES AND NOMINATIONS BY STOCKHOLDERS
To select nominees for election as directors, the Board of Directors of
Aristotle has appointed a Nominating Committee which met on September 17, 1998
and made its nominations for the Annual Meeting. The members of this committee
were Messrs. Banducci and Warfel and Ms. Henley-Cohn. Aristotle's Amended
Bylaws provide that to be eligible for nomination as a director of Aristotle,
a person must be a resident of the State of Connecticut or have been
previously a resident for at least three years. The Amended 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 Aristotle and who complies with the requirement to set
forth certain information specified in Article III, Section 13 of the Amended
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
Aristotle 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 30, 1998. 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, 1998 conducted two (2) meetings. The members of
the Audit Committee were Messrs. Fiscus and Warfel, Ms. Henley-Cohn 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.
4
<PAGE>
The Board of Directors of Aristotle also has appointed a Human Resources and
Stock Option Committee comprised of three directors, which during the year
ended June 30, 1998 conducted one (1) meeting. The Human Resources and Stock
Option Committee reviews the salary structure and policies of Aristotle,
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,
1998 were Ms. Oster and Messrs. Fiscus and Miglio.
During the year ended June 30, 1998, the Board of Directors of Aristotle
held ten (10) meetings. During fiscal 1998, none of the directors attended
less than 75% of the total number of meetings of the Board of Directors and
committees of which they were members, except for Barry Banducci who attended
50% of such meetings and Sharon Oster who attended 60% of such meetings.
COMPENSATION OF DIRECTORS
Effective January 1, 1998, directors of Aristotle, other than officers, each
receive a retainer of $7,500, payable semi-annually in 50% Common Stock and
50% cash and $500 per meeting attended. 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 the retainer, the Chairperson
and the members of board committees receive $550 or $500, respectively, for
each committee meeting attended. During the year ended June 30, 1998,
Aristotle did not pay the entire amount of the retainer. Accordingly,
Aristotle has accrued an aggregate of $52,000 for the payment of such
retainers to directors.
Non-employee directors are eligible to receive grants of stock options under
the Company's 1997 Employee and Director Stock Plan (the "1997 Stock Plan").
The 1997 Stock Plan provides for the automatic grant of non-qualified options
to non-employee directors of the Company. Each non-employee director, upon
first being elected to the Board of Directors, will receive an option to
purchase 2,500 shares, which will vest after completion of one year of service
on the Board of Directors, and each non-employee director serving on the Board
of Directors on October 30, 1997 received an immediately exerciseable option
to purchase 2,500 shares. Additionally, the 1997 Stock Plan provides for a
grant to each non-employee director on the date of his or her reelection
(provided that the director has served as a director since his or her initial
election) of an option to purchase 1,000 shares, which vests upon completion
of one year of service on the Board of Directors.
EXECUTIVE OFFICERS
The following table sets forth, as of September 1, 1998, the name of the
Company's current executive officer who is not a director, his age, and all
positions held with the Company. The executive officer serves at the
discretion of the Board of Directors, subject to an Employment Agreement that
the Company has entered into with the executive officer.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------------------
<S> <C> <C>
Paul M. McDonald................... 45 Chief Financial Officer and Secretary
</TABLE>
The principal occupations of the executive officer for the last five years
are set forth below.
PAUL M. MCDONALD has been the Chief Financial Officer of Aristotle since
November 1994. Mr. McDonald has been the Secretary of Aristotle since April
1994. In addition, Mr. McDonald served as the Chief Financial Officer and a
Director of Strouse since 1989 and as the Secretary of Strouse since September
1995.
5
<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, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------- --------------------------------
NAME AND PRINCIPAL OPTIONS ALL OTHER
POSITION YEAR SALARY $ BONUS $ AWARDED(/1/) COMPENSATION $(/2/)
------------------ ---- ---------- --------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
John J. Crawford........ 1998 $ 80,000(/3/) $ 0 20,000 $ 0
President, Chief 1997 60,000(/3/) 0 0 0
Executive Officer and
Chairman of the Board-- 1996 60,000(/3/) 0 0 0
the Company
Alfred A. Kniberg....... 1998 $ 172,816 $ 0 10,000 $2,674
President and Chief 1997 162,816 0 0 2,225
Operating Officer--
Strouse 1996 162,816 0 0 2,077
Joyce Baran............. 1998 $ 168,000 $ 0 10,000 $2,580
Vice President Merchan- 1997 160,000 0 0 2,001
dising and Design--
Strouse 1996 131,900 0 0 1,660
Paul McDonald........... 1998 $ 148,529 $ 0 10,000 $2,019
Chief Financial Officer 1997 108,947 20,000(/4/) 0 1,408
and Secretary--the
Company; Chief 1996 108,947 0 0 1,520
Financial Officer and
Secretary--Strouse
Barry Topf(/5/)......... 1998 $ 123,750 $ 9,330(/6/) 3,000 $1,053
Vice President of
Manufacturing--Strouse
</TABLE>
- --------
(1) Options awarded were options to purchase Common Stock of Aristotle.
(2) Other compensation for the Named Officers, excluding Mr. Crawford, is
comprised of the following: fiscal 1998, $774, $278, $680 and $653 paid
for term life insurance premiums and an estimated $1,900, $1,741 $1,900
and $400 to be paid as a matching contribution pursuant to the Strouse
Cash or Deferral Profit Sharing Plan (the "Plan") for Messrs. Kniberg and
McDonald, Ms. Baran and Messr. Topf, respectively; in fiscal 1997, $650,
$120 and $471 paid for term life insurance premiums for Messrs. Kniberg
and McDonald and Ms. Baran, respectively, and an estimated $1,575, $1,288,
and $1,530 to be paid as a matching contribution pursuant to the Plan for
Messrs. Kniberg and McDonald and Ms. Baran.
(3) In fiscal 1998, salary includes $32,000 in shares of Common Stock; in
fiscal 1997, salary includes $20,000 in shares of Common Stock; and in
fiscal 1996, salary includes $20,000 in shares of Common Stock.
(4) In fiscal 1997, the Company paid Mr. McDonald a $20,000 bonus in
recognition of certain additional services rendered to the Company by Mr.
McDonald. The payment of this bonus was not pursuant to the terms of Mr.
McDonald's Employment Agreement.
(5) Mr. Topf's salary and bonus did not exceed $100,000 for years prior to
1998.
(6) In fiscal 1998, the Company paid Mr. Topf a $9,330 performance bonus for
meeting management objectives.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding each stock option
granted to a Named Officer during the fiscal year ended June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL OPTIONS
SECURITIES AWARDED TO
UNDERLYING OPTIONS EMPLOYEES IN FISCAL EXERCISE PRICES
NAME GRANTED(/1/) YEAR 1998(/2/) ($/SHARE) EXPIRATION DATE
---- ------------------ ------------------- --------------- ------------------
<S> <C> <C> <C> <C>
John J. Crawford........ 20,000 29% $4.625 November 14, 2007
Alfred A. Kniberg....... 10,000 15% $4.625 September 30, 1998(/3/)
Joyce Baran............. 10,000 15% $4.625 September 30, 1998(/3/)
Paul McDonald........... 10,000 15% $4.625 November 14, 2007
Barry Topf.............. 3,000 4% $4.625 September 30, 1998(/3/)
</TABLE>
- --------
(1) All stock options were granted under the 1997 Stock Option Plan of
Aristotle.
(2) Options for 83,000 shares were granted during the fiscal year ended June
30, 1998, of which 68,000 were granted to employees and 15,000 were
granted to non-employee Directors.
(3) Expiration date of options accelerated to September 30, 1998 from November
14, 2007 due to termination of employment effective June 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information regarding unexercised
stock options held as of June 30, 1998, by the Named Officers. No stock
options were exercised by the Named Officers during the fiscal year ended June
30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT JUNE 30, 1998(/1/) (#) AT JUNE 30, 1998(/2/) ($)
------------------------------------------ -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
John J. Crawford........ 32,500 20,000 $9,500(/3/) $ 25,000(/4/)
Alfred A. Kniberg....... 19,514(/5/) 0 17,689(/6/) 0
Joyce Baran............. 12,503(/5/) 0 14,421(/7/) 0
Paul McDonald........... 3,781 10,000 2,373(/8/) 12,500(/9/)
Barry Topf.............. 3,000 0 3,750(/1//0/) 0
</TABLE>
- --------
(1) All options awarded to Messrs. Crawford and Topf were options to purchase
Aristotle Common Stock. Options awarded to Messrs. Kniberg (10,000
options) and McDonald (10,000 options) and Ms. Baran (10,000 options) on
November 14, 1997 were options to purchase Aristotle Common Stock. All
other options awarded to Messrs. Kniberg and McDonald and Ms. Baran were
options (the "ASI Options") to purchase common stock of ASI (the "ASI
Common Stock"). Contemporaneously with the award of any ASI Option, an
identical number of warrants were issued by Aristotle that enable the
holder, after the exercise of the ASI Options, to convert each share of
ASI Common Stock into one share of Common Stock after January 1, 1999 for
no additional consideration. Pursuant to the ASI Merger in January of
1998, the ASI Options were exchanged for options to purchase Aristotle
Common Stock.
(2) The value of unexercised, "in-the-money" options at June 30, 1998 is the
difference between (a) the closing price of Aristotle Common Stock on
June 30, 1998 as reported by Nasdaq ($5.875)--the assumed fair market
value--and (b) the per share option exercise price, multiplied by the
number of shares of Aristotle Common Stock underlying such options.
(3) Mr. Crawford holds 12,500 exerciseable options to purchase 12,500 shares
of Aristotle Common Stock that have an exercise price of $10.00 per
option which is greater than the fair market value of the Common Stock as
of June 30, 1998 ($5.875). Such options are not "in-the-money" and their
value, therefore, is zero. The exercise price of Mr. Crawford's remaining
20,000 exerciseable options is $5.400.
(4) The exercise price of the 20,000 unexercisable options is $4.625.
7
<PAGE>
(5) The full vesting of 10,000 options with an exercise price of $4.625 which
were granted on November 14, 1997 was accelerated to June 30, 1998
pursuant to a resolution of the Board of Directors on June 26, 1998.
(6) The exercise price of 10,000 options is $4.625, the exercise price of
2,545 options is $5.000 and the exercise price of 6,969 options is
$5.450.
(7) The exercise price of 10,000 options is $4.625, the exercise price of
1,905 options is $5.000 and the exercise price of 598 options is $5.450.
(8) The exercise price of 1,703 options is $5.000 and the exercise price of
2,078 options is $5.450.
(9) The exercise price of the 10,000 unexercisable options is $4.625.
(10) The exercise price of the 3,000 options is $4.625.
EMPLOYMENT AGREEMENTS
In connection with the Strouse Acquisition, the Company entered into
Employment Agreements (the "Employment Agreements") in 1994 with Messrs.
Kniberg and McDonald and Ms. Baran. Pursuant to the Strouse Sale, the
Employment Agreements with Messr. Kniberg and Ms. Baran were terminated
effective June 30, 1998. The Employment Agreement with Messr. McDonald was
altered in August of 1997 in order to change his salary to more appropriately
reflect his duties.
CERTAIN TRANSACTIONS
In September 1997, Aristotle and the holders of the ASI Preferred Stock
agreed to delay the exercise of the remaining Put Right and to modify certain
other agreements entered into at the time of the Strouse Acquisition (the
"1997 Modifications"). Under the 1997 Modifications, Alfred Kniberg, Paul
McDonald and Joyce Baran surrendered to ASI 5,706 shares, 3,531 shares and 763
shares, respectively, of ASI Preferred Stock in exchange for the cancellation
of $57,060, $35,310 and $7,630 owed by Messrs. Kniberg and McDonald and Ms.
Baran, respectively, under loans extended to these Former Strouse Stockholders
by the Company in connection with the Strouse Acquisition (the "Acquisition
Loans"). The Put Right for the remaining 160,499 shares of ASI Preferred Stock
was also amended whereby 80,000 shares were redeemed on January 1, 1998 for
$10.00 per share. The Put Right for the remaining 80,499 shares of ASI
Preferred Stock, including 13,617 shares owned by Mr. Kniberg, 5,702 shares
owned by Mr. McDonald and 1,724 shares owned by Ms. Baran, had been postponed
such that the Put Right with respect to 40,249 shares, including 6,809 shares
owned by Mr. Kniberg, 2,851 shares owned by Mr. McDonald and 862 shares owned
by Ms. Baran, will be redeemable on January 1, 1999 and the Put Right with
respect to 40,250 shares, including 6,808 shares owned by Mr. Kniberg, 2,851
shares owned by Mr. McDonald and 862 shares owned by Ms. Baran, will be
redeemable on January 1, 2000.
8
<PAGE>
Under the 1997 Modifications, the maturity dates on the Acquisition Loans
were extended such that $104,000 of the outstanding balance ($46,060 remaining
balance for Mr. Kniberg, $28,510 remaining balance for Mr. McDonald and $6,169
remaining balance for Ms. Baran) will be due and payable on January 1, 1999
and the remaining $104,000 ($46,059 remaining balance for Mr. Kniberg, $28,510
remaining balance for Mr. McDonald and $6,169 remaining balance for Ms. Baran)
will be due and payable on January 1, 2000. The Former Strouse Stockholders
also agreed to release $400,000 from the Strouse Escrow Account on January 1,
1998 which was used to partially fund the redemption of 80,000 shares of ASI
Preferred Stock on January 1, 1998 and to the release of $200,000 and $100,000
on January 1, 1999 and January 1, 2000, respectively, to help satisfy the
Company's Put Right obligations.
On January 2, 1998, ASI was merged into Aristotle (the "ASI Merger"). As a
result of the ASI Merger, all of the remaining 195, 497 shares of Series A, B,
C and D Aristotle Preferred Stock owned by the Former Strouse Stockholders
were repurchased by Aristotle for $.001 per share and all of the remaining
80,499 outstanding shares of ASI Preferred Stock were converted into Series F,
G and H Aristotle Preferred Stock which continue to accrue an 8.9% per annum
dividend. As of June 30, 1998, a total of 80,499 shares of Series F, G and H
Aristotle Preferred Stock were currently outstanding. Pursuant to the Series
F, G and H Preferred Stock redemption features, 40,249 shares of Series F, G
and H were to be redeemable on January 1, 1999, at $10.00 per share, and
40,250 shares of Series F, G and H were to be redeemable on January 1, 2000,
at $10.00 per share. However, as a result of the Strouse Sale, the Former
Strouse Stockholders may require Aristotle to immediately repurchase the
Series F, G and H Aristotle Preferred Stock. If the holders of the Series F, G
and H Preferred Stock elect not to redeem this preferred stock, the holders
may elect to convert each such share into 1.667 shares of Aristotle Common
Stock, subject o certain adjustments.
Pursuant to the Stock Purchase Agreement dated October 22, 1998 between
Aristotle and Geneve Corporation ("Geneve"), Geneve purchased 489,131 shares
of Aristotle Series E Preferred Stock. The terms of the Series E Preferred
Stock provide that having fewer than two representatives of the holders of
Series E Preferred Stock on Aristotle's Board of Directors shall result in an
acceleration event which could require that Aristotle redeem the Series E
Preferred Stock. Consequently, the Board of Directors established two new
directorships in January of 1998. The directors then in office appointed
Edward Netter, the Chairman and Chief Executive Officer of Geneve, for a term
to expire at the Annual Meeting in 1998 and appointed Steven B. Lapin, the
President and Chief Operating Officer of Geneve, for a term to expire at the
Annual Meeting in 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Aristotle's executive officers and directors, and persons who beneficially own
more than ten percent (10%) of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") and any national securities exchange on
which Aristotle's securities are registered initial reports of beneficial
ownership and reports of changes in beneficial ownership of the Common Stock
or other equity securities of Aristotle. Executive officers, directors and
greater than ten percent (10%) beneficial owners are required by SEC
regulations to furnish Aristotle with copies of all Section 16(a) forms they
file.
To Aristotle's knowledge, based solely on a review of the copies of such
reports furnished to Aristotle, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
(10%) beneficial owners were complied with for the fiscal year ended June 30,
1998, with the exception of the following: Barry R. Banducci, Betsy Henley-
Cohn, Robert L. Fiscus, Daniel J. Miglio, Sharon M. Oster and John C. Warful,
non-employee Directors of the Company (the "Outside Directors"), each
inadvertently failed to file on a timely basis one report on Form 5 relating
to the granting of an option on October 10, 1997 to each of the Outside
Directors to purchase 2,500 shares of Common Stock; Betsy Henley-Cohn
inadvertently failed to file on a timely basis one report on Form 4 relating
to the sale of 5,000 shares of Common Stock; Barry Topf, a Named Officer of
the Company, inadvertently failed to file on a timely basis one report on a
Form 5 relating to the granting by the Company of an option on November 14,
1997 to purchase 3,000 shares of Common Stock; John
9
<PAGE>
J. Crawford, a Named Officer and Director of the Company, inadvertently failed
to file on a timely basis one report on Form 5 relating to two transactions--
the granting by the Company on November 14, 1997 of (i) an option to purchase
20,000 shares of Common Stock and (ii) 5,602 shares of Common Stock in lieu of
salary; and Alfred A. Kniberg, Joyce Baran and Paul McDonald, Named Officers
and Directors (except for Ms. Baran) of the Company, each inadvertently failed
to file on a timely basis one report on Form 5 relating to the following
transactions: (i) on September 15, 1997, the surrender of Series A and/or B
Preferred Stock in exchange for the reduction in the principal amount of
certain notes outstanding, and the amendment and repricing of certain stock
purchase warrants; (ii) on November 11, 1997, the granting by the Company of
an option to purchase 10,000 shares of Common Stock; (iii) on January 1, 1998,
the repurchase by the Company of certain shares of preferred stock of the
Company and the conversion of shares of Series A, B, C and D Preferred Stock
of the Company into shares of Series F, G or H Preferred Stock of the Company;
and (iv) on June 26, 1998, the acceleration of the exercise dates of certain
options (owned by Mr. Kniberg and Ms. Baran only).
10
<PAGE>
STOCK OWNED BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of September 1, 1998, certain information
regarding beneficial ownership of the Common Stock and the Preferred Stock by:
(i) each person who is known to Aristotle to own beneficially more than 5% of
the outstanding shares of either the Common Stock or the Preferred Stock; (ii)
each director of Aristotle; (iii) each executive officer of Aristotle who is a
Named Officer; and (iv) all executive officers and directors of Aristotle as a
group. Unless otherwise indicated, all persons listed below have sole voting
and investment power with respect to their shares and the address for each
such person is The Aristotle Corporation, 27 Elm Street, New Haven,
Connecticut. In preparing the following table, Aristotle has relied on
information furnished by such persons.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF CAPITAL STOCK PERCENT OF CLASS AND
BENEFICIALLY OWNED VOTING POWER OF CLASS
--------------------------- -------------------------
5% STOCKHOLDERS, TOTAL
DIRECTORS COMMON PREFERRED COMMON PREFERRED VOTING
AND EXECUTIVE OFFICERS STOCK(/1/) STOCK STOCK(/2/) STOCK POWER(/3/)
---------------------- ---------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
5% STOCKHOLDERS:
Geneve
Corporation/Chaparral
International
Re.(/4/).............. 79,000 489,131 6.58% 85.87% 31.13%
Howell Resource
Partners(/5/)......... 24,446 50,000 2.03% 8.78% 5.91%
David S. Howell(/7/)... 25,521(/6/) 50,000 2.12% 8.78% 5.96%
Ann-Marie Howell(/7/).. 25,521(/8/) 50,000 2.12% 8.78% 5.96%
Alfred A. Kniberg...... 28,832(/9/) 13,617 2.40% 2.39% 2.80%
Paul McDonald.......... 7,397(/1//0/) 5,702 * 1.00% *
DIRECTORS:
Barry R. Banducci...... 10,344(/1//1/) 0 * * *
John J. Crawford....... 71,327(/1//2/) 0 5.94% * 3.91%
Robert L. Fiscus....... 11,644(/1//3/) 0 * * *
Betsy Henley-Cohn...... 26,684(/1//4/) 0 2.22% * 1.46%
Steven B. Lapin........ 0(/1//5/) 0 * * *
Daniel J. Miglio....... 11,444(/1//6/) 0 * * *
Edward Netter.......... 0(/1//7/) 0 * * *
Sharon M. Oster........ 38,164(/1//8/) 0 3.18% * 2.09%
John C. Warfel......... 8,737(/1//9/) 0 * * *
NAMED OFFICERS
(EXCLUDING MESSRS.
CRAWFORD, KNIBERG AND
MCDONALD)
Joyce Baran............ 13,3022(/2//0/) 1,724 * * *
Barry Topf............. 3,000(/2//1/) * * * *
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A
GROUP (13 PERSONS)..... 230,875 19,319 19.02% 3.39% 28.27%
</TABLE>
- --------
* Less than 1%
(1) Includes as part of the total number of issued and outstanding shares of
Common Stock those stock options which are currently exerciseable by the
individual whose share ownership percentage is being calculated, in
accordance with the applicable securities regulations.
(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 exerciseable by the individual whose share ownership
percentage is being calculated, in accordance with the applicable
securities regulations.
(3) Percentages are calculated based on the total number of shares of Common
Stock and Preferred Stock (on a fully converted basis) outstanding.
Includes as part of the total number of issued and outstanding shares of
Common Stock those stock options which are currently exerciseable by the
individual whose share ownership percentage is being calculated, in
accordance with the applicable securities regulations.
11
<PAGE>
(4) Chaparral International Re. is a subsidiary of Geneve Corporation. The
address of Geneve Corporation is 96 Cummings Point Road, Stamford,
Connecticut. Director Steven B. Lapin is the President and Chief
Operating Officer of Geneve Corporation and Director Edward Netter is
the Chairman and Chief Executive Officer of Geneve Corporation.
(5) Howell Resource Partners ("HRP") is a general partnership whose general
partners are David S. Howell and Ann-Marie Howell. Includes 12,639
shares held by HRP directly; stock options, which are currently
exerciseable, to purchase 11,807 shares; and 50,000 shares of preferred
stock. The address of HRP and Mr. and Mrs. Howell is 151 River Road,
Essex, Connecticut.
(6) Includes 1,000 shares held by Mr. Howell jointly with his wife, Ann-
Marie Howell; and 75 shares held by Mr. Howell's step-son, Eric M.
Hines. Mr. Howell disclaims beneficial ownership of the 75 shares held
by his step-son.
(7) Mr. Howell and Mrs. Howell are the general partners of HRP (discussed in
footnote 3 above), and have the power to vote the 74,446 shares. Mr.
Howell and Mrs. Howell therefore share voting and dispositive power with
respect to the 74,446 shares and are indirect beneficial owners of such
shares.
(8) Includes 1,000 shares held by Mrs. Howell jointly with her husband,
David S. Howell; and 75 shares held by Mrs. Howell's son, Eric M. Hines.
Mrs. Howell disclaims beneficial ownership of the 75 shares held by her
son.
(9) Includes 9,318 shares held by Mr. Kniberg directly; and stock options,
which are currently exerciseable, to purchase 19,514 shares.
(10) Includes 2,806 shares held by Mr. McDonald directly; stock options,
which are currently exerciseable, to purchase 3,781 shares; 452 shares
held by Janney Montgomery Scott, Inc. under a custodial agreement for
Mr. McDonald's benefit; and stock options, which are currently
exerciseable, to purchase 358 shares. Mr. McDonald disclaims beneficial
ownership of the 810 shares held by Janney Montgomery Scott, Inc.
(11) Includes 6,886 shares held by Mr. Banducci directly; and stock options,
which are currently exerciseable, to purchase 3,458 shares.
(12) Includes 34,197 shares held by Mr. Crawford directly; 4,580 shares held
in his wife's name; 50 shares held in the name of his daughter; and
stock options, which are currently exerciseable, to purchase 32,500
shares.
(13) Includes 7,307 shares held by Mr. Fiscus directly and 400 shares held
jointly with his wife; and stock options, which are currently
exerciseable, to purchase 3,937 shares.
(14) Includes 6,886 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; 2,000 shares held equally by Ms. Henley-Cohn's son and daughter;
and stock options, which are currently exerciseable, to purchase 3,458
shares.
(15) Does not include any shares owned by Chaparral International Re., a
subsidiary of Geneve Corporation. Mr. Lapin is the President and Chief
Operating Officer of Geneve Corporation.
(16) Includes 7,507 shares held by Mr. Miglio directly; and stock options,
which are currently exerciseable, to purchase 3,937 shares.
(17) Does not include any shares owned by Chaparral International Re., a
subsidiary of Geneve Corporation. Mr. Netter is the Chairman and Chief
Executive Officer of Geneve Corporation.
(18) Includes 8,327 shares held by Ms. Oster directly and 25,900 held by Ms.
Oster's husband; and stock options, which are currently exerciseable, to
purchase 3,937 shares. Ms. Oster declines control over shares owned by
her husband.
(19) Includes 5,758 shares held by Mr. Warfel directly; and stock options,
which are currently exerciseable, to purchase 2,979 shares.
(20) Includes 799 shares held by Ms. Baran directly; and stock options, which
are currently exerciseable, to purchase 12,503 shares.
(21) Includes stock options, which are currently exerciseable to purchase
3,000 shares.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST BY THE HOLDERS OF THE
COMMON STOCK AND THE HOLDERS OF THE SERIES F, G AND H PREFERRED STOCK, VOTING
AS A SINGLE CLASS, 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.
12
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
On September 24, 1998, the Board of Directors re-appointed Arthur Andersen
LLP ("Arthur Andersen") to serve as independent accountants for Aristotle for
the fiscal year ending June 30, 1999. The Board proposes that the Stockholders
ratify this appointment, although such ratification is not required under
Delaware law or Aristotle's Amended and Restated Certificate of Incorporation
or Amended Bylaws. Arthur Andersen audited Aristotle's financial statements
for the fiscal year ended June 30, 1998. Aristotle expects that
representatives of Arthur Andersen will be present at the Annual Meeting, with
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
In the event that ratification of Arthur Andersen as the independent public
accountants for Aristotle is not obtained at the Annual Meeting, the Board of
Directors will reconsider its appointment.
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 Aristotle for the fiscal year
ending June 30, 1999.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY THE HOLDERS OF THE
COMMON STOCK AND THE HOLDERS OF THE SERIES F, G AND H PREFERRED STOCK, VOTING
AS A SINGLE CLASS, 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.
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS TO BE PRESENTED AT 1999
ANNUAL MEETING OF STOCKHOLDERS
Any proposal intended to be presented by any stockholder for action at the
1999 Annual Meeting of Stockholders of Aristotle must be received by the
Secretary of Aristotle at 27 Elm Street, New Haven, Connecticut 06510, not
later than June 3, 1999, in order for the proposal to be considered for
inclusion in the proxy statement and proxy relating to the 1999 Annual
Meeting. In addition, Aristotle's Amended Bylaws require that notice of
stockholder proposals and nominations for director be delivered to the
Secretary of Aristotle 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 Aristotle to
include in its proxy statement and proxy relating to the 1999 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.
13
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of Aristotle
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 M. McDonald
Paul M. McDonald
Chief Financial Officer and
Secretary
October 2, 1998
14
<PAGE>
3840-PS-98
<PAGE>
APPENDIX 1
PROXY
THE ARISTOTLE CORPORATION
27 ELM STREET
NEW HAVEN, CONNECTICUT 06510
Proxy Solicited by the Board of Directors for the 1998 Annual Meeting of
Stockholders
November 17, 1998
John J. Crawford and Robert L. Fiscus, or either 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 17, 1998, or any adjournments or postponements
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 1998
Annual Meeting and the Proxy Statement.
Nominees for Election as Directors: John J. Crawford, Sharon M. Oster, and
Edward Netter
(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.)
Aristotle'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
<PAGE>
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:_______________________
