<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 23, 1995
___________________________
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 23, 1995 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 four 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 16, 1995
will be entitled to vote at said meeting.
Enclosed is the 1994 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 23, 1995
<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 23, 1995, 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 23, 1995.
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 16, 1995. At that date, there were outstanding and
entitled to vote 3,941,523 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 16, 1995:
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percentage
Title of Class Name and Address of Beneficial Owner Ownership of Class
-------------- ------------------------------------ ----------------- ----------
<S> <C> <C> <C>
Common Stock Martin E. Tash
$.01 par value 233 Spring Street
New York, New York 10013 423,402 shares(1) 10.7%
Arlene S. Tash
17049 Northway Circle
Boca Raton, Florida 33496 298,229 shares(2) 7.6%
Southeastern Asset Management, Inc.
860 Ridgelake Boulevard
Memphis, Tennessee 38120 321,000 shares(3) 8.1%
Quest Advisory Corp. and
Quest Management Company as a Group
1414 Avenue of the Americas
New York, New York 10019 400,450 shares(4) 10.2%
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258 284,449 shares(5) 7.2%
<FN>
(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. 3 to
Schedule 13G dated January 31, 1995, filed with the Securities and
Exchange Commission, reporting ownership as of December 31, 1994.
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 and dispositive power as to 211,000 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 Company's shares.
(4) Number of shares as shown in beneficial owner's Amendment No. 3 to
Schedule 13G dated May 4, 1995, reporting ownership as of such date.
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 376,950 of the shares shown above, representing
9.6% of the outstanding Common Stock, and QMC has sole voting and
dispositive power as to 23,500 of the shares shown above, representing
.6% 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 Company beneficially owned by Quest
and QMC. Mr. Royce owns no shares of the Company outside of Quest and
QMC and has disclaimed beneficial ownership of the shares reported above.
(5) According to Schedule 13G dated February 7, 1995, the Dreyfus Trust
Company, a wholly-owned subsidiary of Mellon Bank Corporation, as trustee
of the Company's Profit Sharing Plan (the "Plan"), was the record owner
of 252,449 shares of the Company's Common Stock as of December 31, 1994.
Each employee participating in the Plan is entitled to instruct the
Trustee as to the voting and disposition of all shares of Common Stock
allocated to the employee's account. To the extent that the voting right
is not exercised or shares are held by the Trustee which are not allocated
to participant accounts, the Trustee votes these shares in the same
proportion as those shares for which the Trustee receives voting
instructions from employees. Mellon Bank Corporation (including shares
held by its subsidiaries) reported that, excluding Plan shares, it held
an aggregate of 32,000 other shares of Common Stock of the Company, as
to which such entities had sole or shared voting and dispositive power.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
---------------------
Proxies solicited herein will be voted for the election, as directors
of the Company, of the four nominees named in the following table. The
Company's Certificate of Incorporation provides for two classes of directors.
Each class currently consists of three members, and is elected in alternate
years for a term of two years. The term of one class (consisting of N. Bruce
Hannay, Howard Mathiasen and Earl Ubell) expires at the 1995 Annual Meeting of
Stockholders. In March 1995, the Board amended the Company's By-laws,
effective as of the 1995 Annual Meeting, to increase this class to four
members, thereby increasing the total number of directors to seven. Dr.
Hannay will be retiring from the Board and, accordingly, will not stand for
re-election. The Board has designated Messrs. Mathiasen and Ubell, together
with Nathan Tash and Dr. Israel Gitman, as the four nominees for election at
the 1995 Annual Meeting. The term of office of the other class (consisting of
Bernard Bressler, Mark Shaw and Martin E. Tash) expires in 1996.
Management has no reason to expect that any of the 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 Israel Gitman, Howard F. Mathiasen, Nathan Tash and Earl Ubell,
who will hold office until the Annual Meeting to be held in 1997, 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>
Name and Nature of
Positions and Office Year First
Held with the Became a Business Experience and Other
Company Age Director Directorships
--------------------- --- ---------- -----------------------------
<S> <C> <C> <C>
Earl Ubell 68 1972 Mr. Ubell has been the Health
Director and Science Editor of WCBS-TV
since September 11, 1978.
Between August 1976 and September
1978, Mr. Ubell was the Producer
of Special Events and Documentaries
for NBC News. For more than three
years prior to that time, Mr. Ubell
was the Director of News of WNBC-TV.
Howard F. Mathiasen
Director 57 1978 Mr. Mathiasen is retired. From
July 1982 to June 1987 Mr. Mathiasen
was Senior Vice President 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 President
of that Bank. Between May 1, 1978
and April 1979, Mr. Mathiasen was
Senior Vice President of Nassau
Trust Company. Between January
1975 and May 1978, Mr. Mathiasen
was Vice President of Chemical Bank.
Israel Gitman 55 __ For the past twenty years, Dr. Gitman
has been a consultant to Fortune 500
companies in the development of
advanced communications systems and
technology and in the formulation of
systems strategies. From 1979 to
1994, he was Chairman and President
of DVI Communications, Inc., a
systems engineering and consulting
company that he co-founded.
Prior thereto, he was active in
research and development in the
areas of computer-communications
and artificial intelligence.
Dr.Gitman has published widely in
scientific and technical journals,
and has been a speaker and chairman
in national and international
conferences.
Nathan A. Tash 32 __ From 1990 through 1992, Mr. Tash,
who is an attorney, was associated
with the law firm of McKenna & Cuneo
in Washington, D.C. From 1993 to
the present, he has been engaged in
private business, providing legal
and investment advice to private
clientele regarding real estate
matters. Mr. Tash is the son of
Martin E. Tash, the Company's
Chairman and President.
</TABLE>
The following table sets forth the names, ages, principal
occupations, and other information regarding the Company's other directors,
and its executive officers. The term of office of the directors listed below
will expire in 1996 (other than Dr. Hannay, who is retiring as a director
upon expiration of his term at the 1995 Annual Meeting of Stockholders). The
term of office of all executive officers expires at the Annual Meeting.
<TABLE>
<CAPTION>
Name and Nature of
Positions and Offices Year First
Held with the Became a Business Experience and Other
Company Age Director Directorships
--------------------- --- ---------- -----------------------------
<S> <C> <C> <C>
Martin E. Tash
Chairman of the
Board and President 54 1972 Mr. Tash has been actively engaged
in the Company's business since
1971. He has 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 Officer of Gradco
Systems, Inc.
Mark Shaw 56 1977 Mr. Shaw has been actively engaged
Executive Vice in the Company's business since 1963.
President and He has been Executive Vice President
Director since July 15, 1977, and manages the
Company's book and journal publication
program.
Bernard Bressler 67 1962 Mr. Bressler has been a practicing attorney
Secretary and since 1952, and is presently a member of the
Director firm of Bressler, Amery & Ross, counsel to
the Company. Mr. Bressler is also a director
of Gradco Systems, Inc.
N. Bruce Hannay 74 1977 Dr. Hannay is retired. From 1982 - 1994,
Dr. Hannay was a business and technical
consultant. Prior thereto, he had been
employed by Bell Laboratories, Incorporated
since 1944 and served as Vice President -
Research and Patents from 1972 - 1982.
Dr. Hannay is a director of a group of
mutual funds sponsored by Alex Brown & Sons, Inc.
Ghanshyam A. Patel 58 -- Mr. Patel has been Treasurer and Chief
Treasurer & Chief Financial Officer of the Company since
Financial Officer 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.
</TABLE>
The executive officers of the Company are Messrs. Tash, Shaw, and Patel.
<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 nominee for director, each of the
executive officers named in the Summary Compensation Table set forth below,
and all executive officers and directors as a group, without naming them
(7 persons), as of May 16, 1995:
Amount and
Nature of
Name of Beneficial Beneficial Percentage
Title of Class Owner Ownership of Class
-------------- ------------------ ---------- ----------
Common Stock
$.01 par value Martin E. Tash 423,402(1) 10.7%
Mark Shaw 80,667(2) 2.0%
Earl Ubell 1,000 *
Howard F. Mathiasen 28,125 *
Bernard Bressler 12,809(3) *
N. Bruce Hannay 1,000(4) *
Israel Gitman __ __
Nathan Tash __ __
Ghanshyam A. Patel 10,041(5) *
All Officers and
Directors as a Group
(seven persons,
comprising seven of the
persons shown above) 557,044 14.1%
* 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 4,691 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.
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 served on the Audit Committee during the Company's
last fiscal year are Earl Ubell and N. Bruce Hannay. The Committee met once
during such fiscal year, which ended December 31, 1994. 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. Dr. Hannay and Mr. Ubell each did not attend one meeting.
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 23, 1995 for services rendered
in all capacities to the Company and its subsidiaries during each of the fiscal
years ended December 31, 1994, 1993, and 1992:
SUMMARY COMPENSATION TABLE
--------------------------
(a) (e)(2)
Name and Principal (b) (c) (d)(1) All Other
Position Year Salary ($) Bonus ($) Compensation ($)
------------------ ---- ---------- --------- ---------------
Martin E. Tash 1994 305,000 353,525 27,657
Chairman of the 1993 290,000 295,400 30,000
Board, President and 1992 275,000 335,650 30,000
Chief Executive
Officer
Mark Shaw 1994 305,000 252,375 27,657
Executive Vice 1993 290,000 211,000 30,000
President 1992 275,000 239,750 30,000
Ghanshyam A. Patel 1994 143,000 40,000 23,173
Treasurer and Chief 1993 136,000 33,000 22,868
Financial Officer 1992 130,000 37,500 20,839
(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 to other key employees 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 and 1994, the amount of such Profit
was added to Income from Operations for the purpose of calculating
incentive compensation for 1993 and 1994.
(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.
The aggregate contributions made or accrued by the Company through the
end of fiscal 1994 for Messrs. Tash, Shaw and Patel under this Plan are
$433,307, $453,182 and $132,867, 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 Directors of the Company who are not also officers
of the Company are currently at the rate of $10,000 per annum each. Directors
of the Company who are also officers 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, 1994, 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, 1994, 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, currently 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 1994: (i) as to earnings performance, income
from publishing operations remained at a satisfactory level in 1993 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 had responded promptly and
effectively to the difficulties that arose in connection with the Company's
Russian journal translation contracts. 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 $290,000 in 1993 to
$305,000 in 1994, and that Mr. Patel's salary should be raised from $136,000
to $143,000.
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 1994) 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 to other key employees as determined
by Mr. Tash, based on his evaluation of various subjective factors. The
amounts paid to Messrs. Tash, Shaw and Patel were higher for 1994 ($353,525,
$252,375 and $40,000, respectively) than for 1993 ($295,400, $211,000 and
$33,000, respectively), principally because Investment Profit increased,
thereby increasing 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 1994) 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 certain statutory limits which,
as applied to the Company, effectively cap eligible compensation at $150,000.
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 1994
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
<PAGE>
Performance Graph
------------------------
Set forth below is a graph comparing the yearly percentage change
in the cumulative total return of the Plenum Common Stock with the cumulative
total return of the NASDAQ Stock Market (US) index and with the cumulative
total return of the published Line-of-Business index referred to below, over
the five-year period ending on December 31, 1994.
Comparison of Five Year Total Return (1)
Year Plenum Nasdaq Line-Of-Business
---- ------ ------- ----------------
1989 100.00 100.00 100.00
1990 82.68 84.92 107.87
1991 83.30 136.28 111.03
1992 103.19 158.58 111.52
1993 103.30 180.93 147.04
1994 128.25 176.92 195.70
It is assumed in the graph that $100 was invested in the Common Stock of
Plenum, in the stock of the companies in the NASDAQ Stock Market (US) index,
and in the stocks of the companies comprising the line-of-business index, on
December 31, 1989, and that all dividends received within a quarter were
reinvested in that quarter. The line-of-business index used is the
Sci/Tech/Prof segment of the IIB 45 Cumulative Return Index, developed by and
published in Information Industry Bulletin (April 27, 1995) of Digital
Information Group. The methodology for the construction of such index was
verified by Evaluation Associates (Norwalk, CT). The companies comprising such
index are AutoInfo, John Wiley & Sons, Commerce Clearing House, Elsevier,
Medstat Systems, and Waverly Press.
(1) Total return assumes reinvestment of dividends.
(2) Fiscal year ending December 31.
<PAGE>
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 1994 fiscal year, the Company paid legal fees of $92,701 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, 1994.
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
1996 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 25, 1996.
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 23, 1995
<PAGE>
PLENUM PUBLISHING CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
For use at June 23, 1995 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 ----- WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
Earl Ubell, Howard F. Mathiasen, Israel Gitman, Nathan Tash
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee'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 23, 1995 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
