<PAGE>
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to s240.14a-11(c) or s240.14a-12
Plenum Publishing Corporation
......................................................................
(Name of Registrant as Specified In Its Charter)
Plenum Publishing Corporation
......................................................................
(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), or 14a-6(j)(2).
[ ] $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
Exchange Act 0-11.1
1) Title of each class of securities to which transaction applies:
..................................................................
2) Aggregate number of securities to which transaction applies:
..................................................................
3) Price per unit or other underlying value of transaction pursuant to
Exchange Act Rule 0-11.
..................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
1.Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
......................................
<PAGE>
PLENUM PUBLISHING CORPORATION
___________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 16, 1994
___________________________
To the Holders of the Common Stock:
PLEASE TAKE NOTICE, that the Annual Meeting of Stockholders
of PLENUM PUBLISHING CORPORATION will be held on June 16, 1994 at
10:00 a.m., Eastern Daylight Time, at the offices of the Company, 233
Spring Street, New York, New York, 5th floor.
The purposes of the meeting are as follows:
1. To elect three directors of the Company to serve for a
term of two years; and
2. To transact such other business as may properly be
brought before the meeting.
Stockholders of record as of the close of business on May 9,
1994 will be entitled to vote at said meeting.
Enclosed is the 1993 Annual Report to Shareholders, along
with a proxy statement and proxy. Stockholders who do not expect to
attend the Annual Meeting are requested to sign and return the
enclosed proxy in the enclosed envelope.
By Order of the Board of Directors
BERNARD BRESSLER,
Secretary
May 16, 1994
<PAGE>
PLENUM PUBLISHING CORPORATION
233 Spring Street
New York, New York 10013
_________________________
PROXY STATEMENT FOR HOLDERS OF COMMON STOCK
_________________________
This Proxy Statement is furnished to stockholders of PLENUM
PUBLISHING CORPORATION in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of
Stockholders of the Company. Such meeting will be held on June 16,
1994, at 10:00 a.m., Eastern Daylight Time, for the purposes set forth
in the notice of meeting. It is anticipated that this Proxy Statement
and accompanying material will be mailed to stockholders on May 16,1994.
If the enclosed form of proxy is executed and returned, it
may nevertheless be revoked at any time insofar as it has not been
exercised. The proxy is in ballot form and each stockholder may
indicate approval or disapproval as to the proposal identified in the
proxy and accompanying notice of Annual Meeting and as set forth and
discussed in this Proxy Statement. The proposal will be presented by
the Board of Directors of the Company. Where a choice is specified
with respect to the proposal, the shares represented by the proxy will
be voted in accordance with the specification made. Where a choice is
not so specified, the shares represented by the proxy will be voted in
favor of the proposal. The Proxy Committee appointed by the Board of
Directors consists of Martin E. Tash, Mark Shaw and Bernard Bressler.
VOTING SECURITIES OUTSTANDING
-----------------------------
Stockholders of record entitled to vote will be determined
as of the close of business on May 9, 1994. At that date, there were
outstanding and entitled to vote 4,496,000 shares of common stock of
the Company (constituting the only class of stock outstanding and
entitled to vote at the meeting). Each share of common stock entitles
the holder thereof to one vote.
Set forth below is information concerning persons known to
the Company to be beneficial owners of more than 5% of the common
stock of the Company as of May 9, 1994:
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percentage
Title of Class Beneficial Owner Ownership of Class
- - -------------- ------------------- ---------- -----------
<S> <C> <C>
Common Stock Martin E. Tash 423,402
$.10 par value 233 Spring Street shares(1) 9.42%
New York, NY 10013
Arlene S. Tash 298,229
17049 Northway Circle shares(2) 6.63%
Boca Raton, FL 33496
Southeastern Asset 328,000
Management, Inc. shares(3) 7.30%
860 Ridgelake Boulevard
Memphis, TN 38120
Quest Advisory Corp. 456,150
and Quest Management shares(4) 10.15%
Company as a Group
1414 Avenue of the Americas
New York, NY 10019
<FN>
Footnotes
- - ---------
(1) Includes 112,253 shares held by the Company's Profit Sharing
Plan, as to which Mr. Tash has voting and investment power. Of
the aggregate of 423,402 shares shown, Mr. Tash has sole voting
and investment power as to 125,173, and shared voting and
investment power with his wife as to 298,229.
(2) Shares are owned jointly by Mrs. Tash with her husband, Martin
E. Tash, and she shares voting and investment power with him.
Shares are included in the 423,402 shares shown as owned by Mr.
Tash.
(3) Number of shares as shown in beneficial owner's Amendment No. 2
to Schedule 13G dated February 11, 1994, filed with the
Securities and Exchange Commission, reporting ownership as of
December 31, 1993. According to such Schedule 13G, Southeastern
Asset Management, Inc. is an Investment Adviser registered under
the Investment Advisers Act of 1940. It has sole voting power
and no dispositive power as to 218,000 of the shares shown, and
shared voting and dispositive power as to 110,000 of said shares.
According to the Schedule 13G, all of the aforesaid securities
"are owned legally by Southeastern's investment advisory clients
and none are owned directly or indirectly by Southeastern. As
permitted by Rule 13d-4, the filing of this statement shall not
be construed as an admission that Southeastern is the beneficial
owner of any of [such] securities." The Schedule 13G was also
filed by O. Mason Hawkins, Chairman of the Board and President of
Southeastern "in the event he could be deemed to be a controlling
person of that firm as the result of his official position with
or ownership of voting securities. The existence of such control is
expressly disclaimed. Mr. Hawkins does not own directly or
indirectly any securities covered by this statement for his own
account. As permitted by Rule 13d-4, the filing of this statement
shall not be construed as an admission that Mr. Hawkins is the
beneficial owner of any of the securities covered by this statement."
The Schedule 13G reflects that Mr. Hawkins has voting or dispositive
power as to none of the Registrant's shares.
(4) Number of shares as shown in beneficial owner's Amendment No. 1 to
Schedule 13G dated February 8, 1994, reporting ownership as of
December 31, 1993. According to such Schedule 13G, each of Quest
Advisory Corp. ("Quest") and Quest Management Company ("QMC") is an
Investment Adviser registered under the Investment Advisers Act of
1940. Quest has sole voting and dispositive power as to 418,650 of
the shares shown above, representing 9.31% of the outstanding Common
Stock, and QMC has sole voting and dispositive power as to 37,500
of the shares shown above, representing 0.84% of the outstanding
Common Stock. The Schedule 13G also includes Charles M. Royce as
part of the Group and indicates that he may be deemed to be a
controlling person of Quest and QMC, and as such may be deemed
to beneficially own the shares of the Registrant beneficially
owned by Quest and QMC. Mr. Royce owns no shares of the Registrant
outside of Quest and QMC and has disclaimed beneficial ownership of
the shares reported above.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
---------------------
Proxies solicited herein will be voted for the election, as
directors of the Company, of the three nominees named in the following
table. The Company's Certificate of Incorporation provides for two
classes of directors. Each class consists of three directors and is
elected for a term of two years. All of the nominees are now
directors and were elected by a vote of stockholders at a meeting at
which proxies were solicited. Management has no reason to expect that
any of these nominees will fail to be a candidate at the meeting and,
therefore, does not at this time have in mind any substitute for any
nominee. In the event that any nominee for director should be
unavailable, it is intended that such shares will be voted for the
substitute nominee or nominees, as may be determined by the Board of
Directors.
In accordance with the laws of the State of Delaware and
the Company's Restated Certificate of Incorporation, the election of
directors requires a plurality of the votes cast. Proxies and ballots
marked "FOR all nominees," "WITHHOLD AUTHORITY to vote for all
nominees," or specifying that votes be withheld for one or more
designated nominees, or which are executed without specification of a
choice (in which case they will be voted for all nominees), are
counted to determine the total number of votes cast. Broker non-votes
are not counted.
Proxies will be voted (unless authority is withheld) for the
election of Martin E. Tash, Mark Shaw and Bernard Bressler, who will
hold office until the Annual Meeting to be held in 1996, and until
their respective successors are elected and qualify.
The following table sets forth the names, ages, principal
occupations and other information regarding the nominees:
<TABLE>
<CAPTION>
Year First
Name, Age and Nature of Positions Became a Business Experience and
and Offices Held with the Company Director Other Directorships
- - --------------------------------- ---------- ------------------------
<S> <C> <C>
Martin E. Tash, 1972 Mr. Tash has been actively
age 53, engaged in the Company's
Chairman of the Board business since 1971. He has
and President been Chairman of the Board and
President since July 15, 1977,
and served as Treasurer and
Chief Financial Officer from
1971 until September 29, 1986.
Mr. Tash is also Chairman of the
Board and Chief Executive Offi-
cer of Gradco Systems, Inc.
Mark Shaw, 1977 Mr. Shaw has been actively
age 55 engaged in the Company's
Executive Vice President business since 1963. He has
and Director been Executive Vice President
since July 15, 1977, and manages
the Company's book and journal
publication program.
Bernard Bressler, 1962 Mr. Bressler has been a
age 66 practicing attorney since 1952,
Secretary and Director and is presently a member of the
firm of Bressler, Amery & Ross,
counsel to the Company. Mr.
Bressler is also a director of
Gradco Systems, Inc.
</TABLE>
The following table sets forth the names, ages, principal
occupations, and other information regarding the Company's other
directors and executive officer. The term of office of the directors
listed below will expire in 1995. The term of office of all executive
officers expires at the next Annual Meeting of Stockholders of the Company.
<TABLE>
<CAPTION>
Year First
Name, Age and Nature of Positions Became a Business Experience and
and Offices Held with the Company Director Other Directorships
- - --------------------------------- ---------- ------------------------
<S> <C> <C>
N. Bruce Hannay, 1977 Dr. Hannay has been a business
age 73 and technical consultant since
Director his retirement, as of April 10,
1982, from Bell Telephone Labo-
ratories, Incorporated where he
had held the position of Vice
President - Research and Pat-
ents for the preceding ten
years. Dr. Hannay had been
employed by Bell Laboratories
since 1944 and had been engaged
in a variety of research pro-
grams. Dr. Hannay performs
consulting services for several
companies, and is a director of
General Signal Corp., and of a
group of mutual funds sponsored
by Alex. Brown & Sons, Inc.
Howard F. Mathiasen, 1978 Mr. Mathiasen is retired. From
age 56 July 1982 to June 1987 Mr.
Director Mathiasen was Senior Vice Pres-
ident of National Westminster
Bank U.S.A. (formerly known as
The National Bank of North
America). Between June 1979
and July 1982 he was Vice Pres-
ident of that Bank. Between
May 1, 1978 and April 1979, Mr.
Mathiasen was Senior Vice Pres-
ident of Nassau Trust Company.
Between January 1975 and May
1978, Mr. Mathiasen was Vice
President of Chemical Bank.
Earl Ubell, 1972 Mr. Ubell has been the Health
age 67 and Science Editor of WCBS-TV
Director since September 11, 1978. Be-
tween August 1976 and September
1978, Mr. Ubell was the Produ-
cer of Special Events and Docu-
mentaries for NBC News. For
more than three years prior to
that time, Mr. Ubell was the
Director of News of WNBC-TV.
Ghanshyam A. Patel, age 57 -- Mr. Patel has been Treasurer
Treasurer and Chief Financial and Chief Financial Officer
Officer. of the Company since September
29, 1986. Prior to that he was
with the accounting firm of
Ernst & Whinney (predecessor to
Ernst & Young) from April 1970
and served in the capacity of
Senior Manager commencing June
1977.
<FN>
The executive officers of the Company are Messrs. Tash, Shaw, and Patel.
</TABLE>
<PAGE>
EQUITY SECURITIES OWNERSHIP OF DIRECTORS AND OFFICERS
-----------------------------------------------------
The following table sets forth the beneficial ownership
of common stock of the Company by each director, each of the
executive officers named in the Summary Compensation Table set
forth below, and by all executive officers and directors as a
group, without naming them (7 persons), as of May 9, 1994:
<TABLE>
<CAPTION>
Amount and Nature of Percentage
Title of Class Name of Beneficial Owner Beneficial Ownership of Class
- - -------------- ----------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock, Martin E. Tash 423,402 (1) 9.42%
$.10 par value
Mark Shaw 80,667 (2) 1.79%
Earl Ubell 1,000 *
Howard F. Mathiasen 28,125 *
Bernard Bressler 12,809 (3) *
N. Bruce Hannay 1,000 (4) *
Ghanshyam A. Patel 9,898 (5) *
All Officers and 556,901 12.39%
Directors as a Group
(seven persons,
comprising all those
shown above)
____________________
<FN>
* Less than 1%.
(1) See footnote (1) to table in section, VOTING SECURITIES OUTSTANDING,
above.
(2) Includes 50,625 shares held in trust for adult children. Of the
aggregate of 80,667 shares shown, Mr. Shaw has sole voting and
dispositive power as to 67,085 and shared voting and dispositive
power with his wife as to 13,582.
(3) Includes 572 shares held by a trustee for Mr. Bressler under an
Individual Retirement Account. Does not include 12,497 shares
held by Mr. Bressler's wife as to which he disclaims beneficial
ownership.
(4) Shares are held in the name of Dr. Hannay's wife, and comprise
community property. Dr. Hannay therefore has a direct beneficial
ownership interest in the shares. He and his wife have shared
voting and dispositive power.
(5) Includes 4,548 shares held by the Company's Profit Sharing Plan,
as to which Mr. Patel has sole voting and dispositive power. As
to the balance of 5,350 shares, Mr. Patel shares voting and
dispositive power with his wife.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
-------------------------------------------------
The Company's Board of Directors has a standing Audit Committee.
The members of the Board who serve on the Audit Committee are Earl Ubell
and N. Bruce Hannay. The Committee met once during the Company's last
fiscal year, which ended December 31, 1992. The functions of the Committee
include the recommendation to the Board of independent auditors for the
annual audit of the Company, and the discussion and review of the audit
work with the auditors so appointed.
The Board of Directors met three (3) times during the last fiscal
year. The entire Board attended all of the meetings.
The Company has no Nominating Committee or Compensation Committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
------------------------------------------------
Summary Compensation Table.
- - --------------------------
The following table sets forth all compensation awarded to, earned
by or paid to the following persons through May 16, 1994 for services
rendered in all capacities to the Company and its subsidiaries during each
of the fiscal years ended December 31, 1993, 1992 and 1991:
(1) the Company's Chief Executive Officer, and (2) each of the other
executive officers whose total compensation for the fiscal year ended
December 31, 1993 required to be disclosed in column (c) and (d) below
exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------
(a) (b) (c) (d)1 (e)2
Name and All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)
- - ------------------ ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
Martin E. Tash 1993 290,000 295,400 30,000
Chairman of the 1992 275,000 335,650 30,000
Board and President 1991 250,000 287,350 30,000
(Chief Executive
Officer)
Mark Shaw 1993 290,000 211,000 30,000
Executive Vice 1992 275,000 239,750 30,000
President 1991 250,000 205,250 30,000
Ghanshyam A. Patel 1993 136,000 33,000 22,868
Treasurer and Chief 1992 130,000 37,500 20,839
Financial Officer 1991 120,000 32,000 18,196
1.Represents amounts paid to the named executive officer, for the
applicable fiscal year, under the Company's Incentive Compensation
Plan. For each fiscal year an amount equal to 5% of the Company's
Income from Operations as reported in the Company's year-end financial
statements (together with, when applicable, 5% of the excess of
cumulative Investment Profit over cumulative Investment Loss) is
distributed to key employees. Thirty-five percent of such amount
is distributed to the chief executive officer and 25% is distributed
to the next senior officer. The balance of such amount is distributed
as determined by the chief executive officer. Since cumulative
Investment Profit (as defined) earned after 1990, through December
31, 1992, exceeded Investment Loss (as defined) incurred in 1990, the
excess was added to Income from Operations for the purpose of calculating
incentive compensation for 1992. Since there was Investment Profit
(as defined) in 1993, the amount of such Profit was added to Income
from Operations for the purpose of calculating incentive compensation
for 1993.
2.Represents amount of contribution made to or accrued for the account
of the named executive officer, in respect of the applicable fiscal year,
in the Company's Profit Sharing Plan (a defined contribution plan qualified
under the Internal Revenue Code). The Plan is maintained for all full-time
employees who have completed certain minimum periods of service. The
Company contributes to the Plan specified amounts based upon its after
tax income as a percentage of gross revenue. The Company's contribution
to the Plan for each employee is determined by his salary level and length
of service. Contributions are invested by the Plan Trustee in stock of the
Company and/or in a variety of other investment options, depending upon the
employee's election. Interests in the Plan become vested to the extent of
20% after three years of service and vest at the rate of an additional 20%
for each year of service thereafter and in any event become 100% vested at
death or at the "normal retirement age" of 55 as specified in the Plan.
Each employee (or his beneficiary) is entitled to receive the value of his
vested interest upon his death or retirement. He may also receive the
value of such interest upon prior termination of his services with the
Company, or if he elects at any time to withdraw his interest. The
interests of Messrs. Tash, Shaw and Patel are fully vested.
</TABLE>
The aggregate contributions made or accrued by the Company through
the end of fiscal 1993 for Messrs. Tash, Shaw and Patel under this Plan are
$405,650, $425,525 and $109,694, respectively; these contributions have been
invested in the manner set forth above, and (as to Mr. Shaw) a portion of
the investments was transferred from the Plan into a private profit sharing
plan of which Mr. Shaw is the beneficiary.
Compensation of Directors.
- - -------------------------
Directors fees for Dr. N. Bruce Hannay and Messrs. Earl Ubell
and Howard F. Mathiasen are currently at the rate of $9,500 per
annum each. Directors of the Company who are also officers of
the Company receive no additional compensation for their services
as directors.
Termination of Employment and Change of Control Arrangements
Regarding Named Executive Officers.
- - ------------------------------------------------------------
See footnote (2) to the Summary Compensation Table for
information as to entitlement of Messrs. Tash, Shaw and Patel to
receive certain distributions under the Company's Profit Sharing
Plan upon termination of their employment.
On September 22, 1989, the Company adopted Amended Contingent
Compensation Agreements with Martin Tash and Mark Shaw (executive
officers of the Company named in the Summary Compensation Table)
and with Harry Allcock and Marshall Lebowitz (officers of subsidiaries
of the Company). The Amended Agreements supersede the Contingent
Compensation Agreements, adopted on October 8, 1986, and provide
that if (a) during the officer's employment or within six months
after his employment terminates, there is a sale of 75% of the book
value of the Company's operating assets (as defined), or if any person
or group becomes the owner of over 25% of the Company's outstanding
stock, and (b) the officer's employment is terminated at or prior to
the end of the sixth month after such event, then the Company shall
pay the terminated officer cash equal to 290% of the officer's average
annual taxable compensation over the preceding five calendar years. The
Amended Agreements add a provision specifying that a successor in
interest to the Company would remain liable thereunder. They are
otherwise substantially identical to the original Agreements.
On December 14, 1993, the Company entered into Contingent
Compensation Agreements with Ghanshyam Patel (an executive officer of
the Company named in the Summary Compensation Table) and Ken Derham
(an officer of a subsidiary of the Company) on the same terms as the
Amended Agreements described above.
Indemnification Agreements.
- - --------------------------
In September 1987, the Company's liability insurance for its
directors and officers expired and was not renewed due to the
significantly increased cost. In light of this development, and
to provide increased protection, the Company's By-Laws were amended on
November 18, 1987 to require the Company to advance expenses of directors
or officers in defending a civil or criminal action as such expenses are
incurred, subject to certain conditions. Furthermore, on that date the
Company entered into a contract with each of its directors and executive
officers, requiring indemnification for expenses, judgments, fines and
amounts paid in settlement, in accordance with the By-Laws as amended, or
any future By-Laws which provide greater indemnification. (On December
14, 1993, the Company entered into a substantially identical contract with
an officer of one of its subsidiaries.) The present By-Laws provide for
such indemnification, in connection with claims arising from service to the
Company, or to another entity at the Company's request, except where it
would be prohibited under applicable law.
Compensation Committee Interlocks and Insider Participation
- - -----------------------------------------------------------
The Company's Board of Directors has no compensation
committee (or other Board committee performing equivalent functions);
compensation policies applicable to executive officers are determined
by the Board. During the fiscal year ended December 31, 1993, the
officers of the Company participating in the Board's deliberations
concerning executive compensation were Martin E. Tash, Mark Shaw and
Bernard Bressler (who are members of the Board).
During the fiscal year ended December 31, 1993, Martin
E. Tash (an executive officer of the Company) served as a member
of the Board of Directors of Gradco Systems, Inc. ("Gradco").
Gradco has no compensation committee (or other Board committee
performing equivalent functions); compensation policies applicable
to executive officers are determined by its Board. Mr. Tash is
an executive officer of Gradco and is the only such executive
officer who also served on the Company's Board. Bernard Bressler
(Secretary and a director of the Company) is an officer and director
of Gradco, but he is not an executive officer of either entity.
During the period since January 1, 1993, there were no
transactions between the Company and Gradco of the type required to be
disclosed under Certain Relationships and Related Transactions (below).
----------------------------------------------
Board Report on Executive Compensation
- - --------------------------------------
The Board of Directors of the Company, consisting of six members,
approves all of the policies under which compensation is paid or awarded to
the Company's executive officers. Two executive officers (Messrs. Tash and
Shaw) are members of the Board, the third (Mr. Patel) is not.
The Company's compensation program for executive officers
currently consists of three principal elements; (i) annual salary
payments, (ii) annual payments under the Company's Incentive
Compensation Plan (described in footnote (1) to the Summary
Compensation Table, above), and (iii) annual contributions to the
Company's Profit Sharing Plan (described in footnote (2) to the
Summary Compensation Table).
In determining salary amounts, the Board historically has
assessed such factors as earnings performance of publishing
operations, preservation of stockholder values, and the ability
of management to respond to complex developments or exceptional
challenges. Within this framework, the Board considered, among
other things, the following factors in making decisions regarding
salaries to be paid in 1993: (i) as to earnings performance,
income from publishing operations remained at a satisfactory
level in 1992 despite recessionary economic conditions and increased
costs of the Company's Russian journal translation program; (ii) as
to preservation of stockholder values, the Board deemed the Company's
annual cumulative total stockholder return to be satisfactory; (iii)
as to management's responses to unique circumstances, the Board took
into account its view that management was dealing promptly and
effectively with the increasingly complex situation involving the
Company's Russian journal translation contract with the Copyright
Agency of the former Soviet Government. On the basis of its subjective
evaluation of all of the above factors, the Board determined that the
salaries of each of Messrs. Tash and Shaw should be raised from $275,000
in 1992 to $290,000 in 1993, and that Mr. Patel's salary should be raised
from $130,000 to $136,000.
As set forth in footnote (1) to the Summary Compensation
Table, total payments to key employees for each year under the
Incentive Compensation Plan are determined as 5% of Income from
Operations (as defined in the Plan) for such year, together with
5% of the excess of cumulative Investment Profit over cumulative
Investment Loss (when applicable). Thus, the payments (including
those for 1993) are based exclusively on the Company's earnings
performance in a given year, and create direct monetary benefit
to key employees responsible for cost control and efficiency of
operation. The amounts paid are not based upon the salaries of
the covered employees. Messrs. Tash and Shaw (as the chief
executive officer and next senior officer of the Company) each
receives a percentage of the total amount fixed in the Plan, and
the balance (including the amount for Mr. Patel) is distributed
as determined by Mr. Tash, based on his evaluation of various
subjective factors. The amounts paid to Messrs. Tash, Shaw and
Patel were lower for 1993 ($295,400, $211,000 and $33,000,
respectively) than for 1992 ($335,640, $239,750 and $37,500,
respectively), principally because Investment Profit decreased,
thereby reducing the total amount of the bonus pool.
As set forth in footnote (2) to the Summary Compensation
Table, the Company's contributions for each year under the Profit
Sharing Plan (maintained for all eligible full-time employees)
are in specified amounts based on after-tax income as a percentage
of gross revenues for the year. The contribution for the account
of each employee (including Messrs. Tash, Shaw and Patel) is
determined by his salary level and length of service. Thus, the
contributions (including those for 1993) are related to corporate
earnings performance, and to the longevity and level of service.
The amount of salary which is recognized for benefit purposes is
subject to a certain statutory limits which, as applied to the
Company, effectively cap eligible compensation at $200,000.
The Incentive Compensation Plan was originally adopted in
1971 and the Profit Sharing Plan in 1966. Because the Plans are
formula-based, they do not involve year-to-year compensation
decisions by the Board. Each of the Plans is subject to amendment
by the Board, and each has been so amended in certain respects since
its adoption. The amendments likewise have not involved year-to-year
compensation decisions, but rather have related to matters affecting
the on-going administration of the Plans. As to the Incentive Plan,
the percentages of the total distributable amount which are payable to
the chief executive officer and next senior officer of the Company have
not been changed since the Plan's inception. The amendments to the Plans
have left unchanged the overall compensation policy as reflected
therein, which is to recognize and reward contributions by employees
of the Company (including its executive officers) to its successful
operation, with appropriate regard to longevity and level of service.
This policy is supported by the current Board.
Mr. Tash's compensation results from his participation in the
same compensation program as the other executive officers of the Company.
His 1993 salary was determined by the Board applying the salary principles
outlined above in the same manner as they were applied to the other
executives, and the amounts of his Incentive Plan payment and Profit
Sharing Plan contribution were determined in accordance with the formulas
described above, applicable to all participants in such Plans.
Plenum Publishing Corporation Board of Directors
Martin E. Tash, Chairman
Bernard Bressler
N. Bruce Hannay
Howard F. Mathiasen
Mark Shaw
Earl Ubell
Performance Graph
- - -----------------
The performance graph and related text are being filed on
paper under cover of Form SE pursuant to Rules 304(d)(1) and
311(b) of Regulation S-T.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Bernard Bressler, Secretary and a director of the
Company, is a member of the law firm of Bressler, Amery & Ross,
counsel to the Company. During the 1993 fiscal year, the Company
paid legal fees of $192,899 to such firm.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
----------------------------------------
The independent certified public accountants selected by
Management to audit the Company's books and records for the current
fiscal year is the firm of Ernst & Young. Said firm also audited the
Company's books and records for the fiscal year ended December 31, 1993.
It is expected that representatives of Ernst & Young will be
present at the Annual Meeting and will have an opportunity to make
a statement should they so desire and to answer appropriate questions
of stockholders.
MISCELLANEOUS
-------------
Transaction of Other Business
- - -----------------------------
As of the date of this statement, Management has no knowledge
of any business which will be presented for consideration at the meeting
other than that described above. Should any other matter come before
the meeting, it is the intention of the persons named in the accompanying
proxy to vote such proxy in accordance with their best judgment.
Stockholder Proposals
- - ---------------------
In order for stockholder proposals intended to be presented at
the 1995 Annual Meeting of Stockholders to be eligible for inclusion in
the Company's Proxy Statement and the form of proxy for such meeting,
they must be received by the Company at its principal offices in New York
City prior to January 17, 1995.
SOLICITATION OF PROXIES
-----------------------
The entire expense of preparing, assembling and mailing the
proxy statement, form of proxy and other material used in the solicitation
of proxies will be paid by the Company. In addition to the solicitation
of proxies by mail, arrangements may be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxy material to their
principals, and the Company will reimburse them for expenses in so doing.
To the extent necessary in order to insure sufficient representation,
officers and other regular employees of the Company, who will not be
additionally compensated therefor, may request the return of proxies
personally, by telephone or telegram. The extent to which this will be
necessary depends on how promptly proxies are received, and stockholders
are urged to send their proxies without delay.
By Order of the Board of Directors
MARTIN E. TASH
President
Dated: New York, New York
May 16, 1994
<PAGE>
PLENUM PUBLISHING CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
For use at the June 16, 1994 Annual Meeting
The undersigned hereby appoints as proxies for the undersigned with
power of substitution, Martin E. Tash, Mark Shaw and Bernard Bressler, who
may act by a majority of said proxies and shall be present at the meeting
to vote all of the stock of the undersigned as follows regarding the election
of directors:
- - ----- FOR all nominees listed ----- WITHOUT AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
Martin E. Tash, Mark Shaw, Bernard Bressler
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominees's name on the line provided below.)
--------------------------------------------------------------------
and in their discretion upon such other business as may be properly brought
before the Annual Meeting of Stockholders of PLENUM PUBLISHING CORPORATION
to be held at the offices of the Company, 233 Spring Street, New York,
New York, 5th floor, on June 16, 1994 at 10:00 a.m., Eastern Daylight Time,
and any adjournments thereof hereby revoking any proxy heretofore given by
the undersigned.
(Continued and to be signed on reverse side)
IF NO CHOICE IS SPECIFIED THE UNDERSIGNED'S SHARES REPRESENTED BY THIS PROXY
SHALL BE VOTED FOR THE MANAGEMENT SLATE OF DIRECTORS.
Dated:........................
---------------------------------
stockholder, sign name exactly
as name appears
