<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 26, 1997
---------------------------
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 26, 1997 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 15, 1997 will be
entitled to vote at said meeting.
Enclosed is the 1996 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, 1997
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 26, 1997, 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, 1997.
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 15, 1997. At that date, there were outstanding and
entitled to vote 3,834,251 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 15, 1997:
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Percentage
Title of Class Name and Address of Beneficial Owner(1) Ownership of Class
- -------------- --------------------------------------- --------- --------
<S> <C> <C> <C>
Common Stock Martin E. Tash 423,485 shares(2) 11.0%
$.10 par value 233 Spring Street
New York, New York 10013
Arlene S. Tash 298,229 shares(3) 7.8%
17049 Northway Circle
Boca Raton, Florida 33496
Southeastern Asset Management, Inc. 321,000 shares(4) 8.4%
860 Ridgelake Boulevard
Memphis, Tennessee 38120
Quest Advisory Corp. and 257,150 shares(5) 6.7%
Charles M. Royce as a Group
1414 Avenue of the Americas
New York, New York 10019
<FN>
(1) The Dreyfus Trust Company, a wholly-owned subsidiary of Mellon Bank
Corporation, which as the Trustee of the Company's Profit Sharing Plan holds
more than 5% of the Company's shares, is not listed as a beneficial owner of
more than 5% of the Common Stock of the Company since each of the
participating employees 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.
(2) Includes 112,366 shares held by the Company's Profit Sharing Plan as to
which Mr. Tash has voting and investment power. Of the aggregate of 423,485
shares shown, Mr. Tash has sole voting and investment power as to 125,256, and
shared voting and investment power with his wife as to 298,229.
(3) 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 423,485 shares shown as owned by Mr. Tash.
(4) Number of shares as shown in beneficial owner's Amendment No. 5 to
Schedule 13G dated January 31, 1997, filed with the Securities and Exchange
Commission, reporting ownership as of December 31, 1996. 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 C.E.O. 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.
(5) Number of shares as shown in beneficial owner's Amendment No. 4 to
Schedule 13G dated February 4, 1997, reporting ownership as of December 31,
1996. According to such Schedule 13G, Quest Advisory Corp. ("Quest") is an
Investment Adviser registered under the Investment Advisers Act of 1940.
Quest has sole voting and dispositive power as to 257,150 shares shown above,
representing 6.7% 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 as such may be deemed to
beneficially own the shares of the Company beneficially owned by Quest. Mr.
Royce owns no shares of the Company outside of Quest 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 four 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 Israel Gitman, Howard F. Mathiasen, Nathan A. Tash and
Earl Ubell) expires at the 1997 Annual Meeting of Stockholders. The term of
office of the other class (consisting of Bernard Bressler, Mark Shaw and
Martin E. Tash) expires at the 1998 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
Israel Gitman, Howard F. Mathiasen, Nathan A. Tash and Earl Ubell, who will
hold office until the Annual Meeting to be held in 1999, 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 Offices Year First
Held with the Became a Business Experience and Other
Company Age Director Directorships
------------------- --- -------- ---------------------------------
<S> <C> <C> <C>
Earl Ubell 70 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 59 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 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 57 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 34 1995 From 1990 through 1992, Mr.
Director Tash, who is an attorney, was
associated with the law firm of
McKenna & Cuneo in Washington,
D.C. From 1993 to 1996, he was
engaged in private business,
providing legal and investment
advice to private clientele
regarding real estate matters.
Since 1996, he has been engaged
in the private practice of law
with offices in Atlanta,
Georgia. 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 other
executive officer. The term of office of the directors listed below will
expire at the 1998 Annual Meeting. The term of office of all executive
officers expires at the 1997 Annual Meeting. The executive officers of the
Company are Messrs. Tash, Shaw and Patel.
<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, 56 1972 Mr. Tash has been actively
Chairman of the Board, engaged in the Company's
President and Chief business since 1971. He has
Executive Officer 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, 58 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, 69 1962 Mr. Bressler has been a
Secretary and practicing attorney since
Director 1952, 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.
Ghanshyam A. Patel, 60 -- Mr. Patel has been Treasurer
Treasurer & Chief and Chief Financial Officer
Financial Officer of 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.
</TABLE>
Compliance With Section 16(a) Of The Exchange Act
Bernard Bressler failed to file on a timely basis a Statement of Changes
in Beneficial Ownership on Form 4, reporting the disposition of 500 shares of
Common Stock of the Company from his IRA. Mr. Bressler has subsequently filed
the required information on Form 4 with the SEC.
<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 (8 persons), as of May 15,
1997:
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percentage
Title of Class Name of Beneficial Owner Ownership of Class
- -------------- ------------------------ --------- --------
<S> <C> <C> <C>
Common Stock Martin E. Tash 423,485(1) 11.0%
$.10 par value
Mark Shaw 80,667(2) 2.1%
Earl Ubell 1,000 *
Howard F. Mathiasen 28,125 *
Bernard Bressler 12,757(3) *
Israel Gitman 500 *
Nathan A. Tash -- --
Ghanshyam A. Patel 10,423(4) *
All Officers and 556,957 14.5%
Directors as a Group
(comprising the eight
persons 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 520 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 5,073 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>
<PAGE>
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, 1996. 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 times during the last fiscal year.
Mr. Bressler did not attend one meeting. Mr. Ubell did not attend two
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 23, 1997 for services rendered in
all capacities to the Company and its subsidiaries during each of the fiscal
years ended December 31, 1996, 1995, and 1994:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
(e)(2)
(a) (b) (c) (d)(1) All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($)
- --------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Martin E. Tash 1996 340,000 418,250 26,814
Chairman of the Board, 1995 320,000 428,050 27,435
President and Chief 1994 305,000 353,525 27,657
Executive Officer
Mark Shaw 1996 340,000 298,750 26,814
Executive Vice President 1995 320,000 305,750 27,435
1994 305,000 252,375 27,657
Ghanshyam A. Patel 1996 157,500 47,000 25,670
Treasurer and Chief 1995 150,000 48,000 25,308
Financial Officer 1994 143,000 40,000 23,173
<FN>
(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. 35% 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 there was Investment
Profit (as defined) in 1994, 1995 and 1996, 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 1996 for Messrs. Tash,
Shaw and Patel under this Plan are $487,556, $507,431 and $183,845,
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.
</TABLE>
Compensation of Directors.
- --------------------------
Directors fees for Dr. Israel Gitman and Messrs. Earl Ubell, Howard F.
Mathiasen and Nathan A. Tash are currently at the rate of $12,000 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 E. Tash and Mark Shaw (executive officers
of the Company named in the Summary Compensation Table) and with Harry
Allcock, an officer of a subsidiary of the Company, and Marshall Lebowitz, a
former officer. 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
or a successor in interest to 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 A. 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 person
then holding a position as a director or executive officer, 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 as of March 14, 1996, the Company entered into substantially identical
contracts with Israel Gitman and Nathan A. 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, 1996, 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, 1996, 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, 1996, 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
1996: (i) as to 1995 earnings performance, income from publishing operations
increased, and investment income decreased; (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 various problems which the Company faced
in its highly competitive business. 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 $320,000 in 1995 to $340,000 in
1996, and that Mr. Patel's salary should be raised from $150,000 to $157,500.
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 1996) 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
lower for 1996 ($418,250, $298,750 and $47,000, respectively) than for 1995
($428,050, $305,750 and $48,000, respectively), principally because
Investment Profit decreased, thereby decreasing 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 1996) 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
1996 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
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, 1996.
Comparison of Five Year Total Return (1)
Year(2) Plenum Nasdaq Line-Of-Business
---- ------ ------- ----------------
1991 100.00 100.00 100.00
1992 123.87 116.38 137.02
1993 124.01 133.55 176.42
1994 153.96 130.54 137.50
1995 208.94 184.61 289.52
1996 193.76 227.06 314.85
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, 1991, 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 15, 1997) 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, Wolters Kluwer,
Meredith, 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, P.C., counsel to the Company. During
the 1996 fiscal year, the Company paid legal fees of $76,537 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, 1996.
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 1998
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,
1998.
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, 1997
PLENUM PUBLISHING CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
For use at June 26, 1997 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
Israel Gitman, Howard F. Mathiasen, Nathan A. Tash and Earl Ubell
(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 26, 1997 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
