<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 27, 1996
---------------------------
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 27, 1996 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 16,
1996 will be entitled to vote at said meeting.
Enclosed is the 1995 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 24, 1996
<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 27, 1996, 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 24, 1996.
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, 1996. At that date, there were outstanding
and entitled to vote 3,938,856 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, 1996:
<TABLE>
<CAPTION>
Amount and Nature
Title of Class Name and Address of Beneficial Percentage
of Beneficial Owner Ownership of Class
- -------------- ------------------- ----------------- ----------
<S> <C> <C> <C>
Common Stock Martin E. Tash 423,402 shares (1) 10.7%
$.01 par value 233 Spring Street
New York, New York 10013
Arlene S. Tash 298,299 shares (2) 7.6%
17049 Northway Circle
Boca Raton, Florida 33496
Southeastern Asset Management, Inc. 321,000 shares (3) 8.1%
860 Ridgelake Boulevard
Memphis, Tennessee 38120
Quest Advisory Corp. and 324,550 shares (4) 8.2%
Quest Management Company as a Group
1414 Avenue of the Americas
New York, New York 10019
Mellon Bank Corporation 279,598 shares (5) 7.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
<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. 4 to
Schedule 13G dated January 31, 1996, filed with the Securities and
Exchange Commission, reporting ownership as of December 31, 1995.
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 February 14, 1996, reporting ownership as of
December 31, 1995. 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 301,050 of the
shares shown above, representing 7.6% 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 Amendment No. 1 to Schedule 13G dated January 22, 1996,
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 258,598 shares of the Company's Common
Stock as of December 31, 1995. 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 21,000 other shares of
Common Stock of the Company, as to which such entities had sole or
shared voting and dispositive power.
</TABLE>
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. One class consists of four members, and the other class consists of
three members. Each class is elected in alternate years for a term of two
years. The term of one class (consisting of Bernard Bressler, Mark Shaw and
Martin E. Tash) expires at the 1996 Annual Meeting of Stockholders. The term
of office of the other class (consisting of Israel Gitman, Howard F. Mathiasen,
Nathan Tash and Earl Ubell) expires at the 1997 Annual Meeting.
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 Bernard Bressler, Mark Shaw and Martin E. Tash, who will hold
office until the Annual Meeting to be held in 1998, 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:
Name and Nature of
Positions and Offices Year First Business Experience
Held with the Became a and Other
Company Age Director Directorships
- --------------------- --- ---------- --------------------
Martin E. Tash 55 1972 Mr. Tash has been actively
Chairman of the engaged in the Company's
Board and President 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 57 1977 Mr. Shaw has been actively
Executive Vice engaged in the Company's
President and Director business since 1963. He has
been Executive Vice President
since July 15, 1977, and
manages the Company's book and
journal publication program.
Bernard Bressler 68 1962 Mr. Bressler has been a
Secretary and practicing attorney since 1952,
Director and is presently a member of the
firm of Bressler, Amery & Ross,
P.C., counsel to the Company.
Mr. Bressler is also a director
of Gradco Systems, Inc.
The following table sets forth the names, ages, principal
occupations, and other information regarding the Company's other directors,
and its other executive officer. The term of office of the directors listed
below will expire at the 1997 Annual Meeting. The term of office of all
executive officers expires at the 1996 Annual Meeting. The executive officers
of the Company are Messrs. Tash, Shaw and Patel.
Name and Nature of
Positions and Offices Year First Business Experience
Held with the Became a and Other
Company Age Director Directorships
- --------------------- --- ---------- -------------------
Earl Ubell 69 1972 Mr. Ubell is retired. From
Director September 1978, until August
1995, he was Health and Science
Editor of WCBS-TV. 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 58 1978 Mr. Mathiasen is retired. From
Director 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 56 1995 For the past twenty years, Dr.
Director 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 33 1995 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.
Ghanshyam A. Patel 59 -- Mr. Patel has been Treasurer
Treasurer & Chief and Chief Financial Officer of
Financial Officer the Company since September 29,
1986. Prior to that he was with
the accounting firm of Ernst &
Whinney (predecessor to Ernst &
Young, LLP) from April 1970 and
served in the capacity of Senior
Manager commencing June 1977.
Compliance With Section 16(b) Of The Exchange Act
- -------------------------------------------------
Dr. Israel Gitman and Nathan Tash, who became directors of the
Company during the fiscal year ended December 31, 1995, each failed to file on
a timely basis a Statement of Beneficial Ownership on Form 3, reporting his
holdings of Common Stock of the Company as of the date he became a director.
Each of them subsequently filed the required information on Form 5.
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 (8 persons), as of
May 16, 1996:
Amount and
Nature of
Name of Beneficial Beneficial
Title of Class Owner Ownership Percentage of Class
- -------------- ------------------ ---------- -------------------
Common Stock Martin E. Tash 423,402(1) 10.7%
$.01 par value
Mark Shaw 80,667(2) 2.0%
Earl Ubell 1,000 *
Howard F. Mathiasen 28,125 *
Bernard Bressler 12,809(3) *
Israel Gitman 500 *
Nathan Tash -- --
Ghanshyam A. Patel 10,248(4) *
All Officers and 556,751 14.1%
Directors as a Group
(comprising the eight
persons shown above)
- ----------
* 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) Includes 4,898 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 Israel Gitman. The
Committee met once during such fiscal year, which ended December 31, 1995.
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. Messrs. Bressler and 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 24, 1996 for services
rendered in all capacities to the Company and its subsidiaries during each of
the fiscal years ended December 31, 1995, 1994, and 1993:
SUMMARY COMPENSATION TABLE
--------------------------
(a) (e) (2)
Name and Principal (b) (c) (d) (1) All Other
Position Year Salary ($) Bonus ($) Compensation ($)
- ------------------ ---- ---------- --------- ----------------
Martin E. Tash 1995 320,000 428,050 27,435
Chairman of the 1994 305,000 353,525 27,657
Board, President and 1993 290,000 295,400 30,000
Chief Executive Officer
Mark Shaw
Executive Vice President 1995 320,000 305,750 27,435
1994 305,000 252,375 27,657
1993 290,000 211,000 30,000
Ghanshyam A. Patel 1995 150,000 48,000 25,308
Treasurer and Chief 1994 143,000 40,000 23,173
Financial Officer 1993 136,000 33,000 22,868
(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 there was Investment Profit (as defined) in 1993, 1994 and 1995,
the amount of such Profit was added to Income from Operations for the
purpose of calculating incentive compensation for each of such years.
(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 1995 for Messrs. Tash, Shaw and Patel under this Plan are
$460,742, $480,617 and $158,175, 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. Israel Gitman and Messrs. Earl Ubell,
Howard F. Mathiasen and Nathan Tash are currently at the rate of $11,000 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,
and on March 14, 1996, the Company entered into substantially identical
contracts with Israel Gitman and Nathan Tash, who became directors on June 23,
1995.
The present By-Laws provide for indemnification of directors
and officers, 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, 1995, 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, 1995, 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, 1995, 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
seven 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, 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 1995: (i) as to 1994 earnings performance, income from publishing
operations remained at a satisfactory level, and investment income increased;
(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 continued to respond effectively to the difficulties
that continued 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 $305,000 in 1994 to $320,000 in 1995, and that Mr.
Patel's salary should be raised from $143,000 to $150,000.
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 1995) 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 1995 ($428,050, $305,570 and $48,000, respectively) than for 1994
($353,525, $252,375 and $40,000, 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 1995) 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
1995 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.
It should be noted that Israel Gitman and Nathan A. Tash became
members of the Board in June, 1995. Therefore, they did not participate in the
decisions described above (which were made in December, 1994) regarding
salaries to be paid to the executive officers in 1995.
Plenum Publishing Corporation Board of Directors
------------------------------------------------
Martin E. Tash, Chairman
Bernard Bressler
Israel Gitman
Howard F. Mathiasen
Mark Shaw
Nathan A. Tash
Earl Ubell
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, 1995.
Comparison of Five Year Total Return (1)
Year(2) Plenum Nasdaq Line-Of-Business
---- ------ ------- ----------------
1990 100 100 100
1991 100.76 160.56 132.65
1992 124.81 186.86 169.68
1993 124.94 214.51 209.08
1994 155.12 209.68 170.15
1995 210.52 296.3 322.17
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, 1990, 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 (May, 1996) 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, Meredith,
Waverly Press and Wolters Kluwer.
(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, P.C., counsel to the Company.
During the 1995 fiscal year, the Company paid legal fees of $103,669 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, LLP. Said firm also audited the Company's books
and records for the fiscal year ended December 31, 1995.
It is expected that representatives of Ernst & Young, LLP 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 1997 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 26, 1997.
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 24, 1996
<PAGE>
PLENUM PUBLISHING CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
For use at June 27, 1996 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
Bernard Bressler, Mark Shaw and Martin E. 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 27, 1996 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
