<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Plymouth Rubber Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PLYMOUTH RUBBER COMPANY, INC.
CANTON, MASSACHUSETTS 02021
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 1997
----------------
TO THE STOCKHOLDERS OF
PLYMOUTH RUBBER COMPANY, INC.:
The 1997 Annual Meeting of Stockholders of Plymouth Rubber Company, Inc.
will be held at the offices of Friedman & Atherton, 27th Floor, 53 State
Street, Boston, Massachusetts, on April 25, 1997 at 12:00 P.M., for the
purpose of considering and acting upon the following:
1. The election of two directors, to serve for a term of three years;
2. Ratification of the selection of Price Waterhouse LLP as the Company's
auditors for the fiscal year ending November 28, 1997;
3. The transaction of such other business as may properly be brought
before the meeting or any adjournments thereof.
Only holders of record of the Company's Class A Common Stock at the close
of business on March 7, 1997 will be entitled to notice of and to vote (to the
extent provided in the attached Proxy Statement) at the meeting or any
adjournments thereof.
A copy of the Company's annual report for the fiscal year ended November
29, 1996 is included herewith.
By Order of the Board of Directors
JOEL A. KOZOL, Clerk
Canton, Massachusetts
April 2, 1997
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE>
PLYMOUTH RUBBER COMPANY, INC.
104 REVERE STREET
CANTON, MASSACHUSETTS 02021
----------------
PROXY STATEMENT
----------------
SOLICITATION OF PROXIES
This Proxy Statement, which is first being mailed to stockholders on or
about April 2, 1997, is furnished in connection with the solicitation by
management, at the direction of the Board of Directors, of proxies for use at
the Company's annual meeting of stockholders to be held on April 25, 1997.
Execution and return of the proxy will not in any way affect a stockholder's
right to attend the meeting and to vote in person. A stockholder who executes
a proxy may revoke it at any time before it is voted. Properly executed
proxies, received in due time and not previously revoked, will be voted at the
meeting or any adjournment thereof as specified therein, but if no
specification is made such proxy will be voted in favor of the election of the
directors nominated by the Board of Directors as hereinafter set forth, and in
favor of the ratification of the appointment of Price Waterhouse LLP as
independent auditors for the year ending November 28, 1997.
The expense of the solicitation of proxies will be borne by the Company.
It is expected that the solicitation will be conducted exclusively by mail.
However, if it should appear desirable to do so in order to insure an adequate
representation of the shareholders at the meeting, either in person or by
proxy, officers and employees of the Company may communicate with
stockholders, banks, brokerage houses, nominees and others by telephone or
telegraph, or in person, to request that proxies be furnished.
OUTSTANDING SECURITIES AND OWNERSHIP THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders are entitled to one (1) vote for each share of the Company's
Class A Common Stock, $1 par value ("Class A Stock"), owned by them of record
as of the close of business on March 7, 1997. On that date there were
outstanding 810,586 shares of Class A Stock entitled to be voted at the
meeting. The Class A Stock is the only class of the Company's outstanding
capital stock entitled to notice of and to vote at the meeting.
In addition to the foregoing voting securities, on March 7, 1997 the
Company had outstanding 1,219,927 shares of Class B Common Stock, $1 par value
("Class B Stock"). The holders of Class B Stock will not be entitled to vote
at the meeting. At the close of business on March 7, 1997, Maurice J.
Hamilburg, Joseph D. Hamilburg and Phyllis B. Hamilburg owned or controlled
through a voting trust an aggregate of 383,447 shares of the Company's Class B
Stock, constituting approximately 31.4% of the outstanding shares; Maurice J.
Hamilburg and Joseph D. Hamilburg owned 28,443 and 49 shares, respectively,
and the Plymouth Rubber Company Profit-Sharing Plan and Trust, Plymouth Rubber
Defined Benefit Unit Pension Plan and Trust and Joseph M. Hamilburg
Foundation, of each of which Maurice J. Hamilburg and Joseph D. Hamilburg are
Trustees, owned an aggregate of 65,353 shares of the Company's Class B Stock,
constituting approximately 5.4% of the outstanding shares.
OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of March 1, 1997, the information
described therein with respect to the persons known by the Company to own
beneficially more than 5% of the outstanding shares of the Company's Class A
Common Stock ("Class A Stock"), the Company's sole class of voting securities:
NAME AND ADDRESS NO. OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
PHYLLIS B. HAMILBURG 431,655(1) 53.3%
Red Oak Farm
P.O. Box 3329
Plymouth, Massachusetts 02361
MAURICE J. HAMILBURG 478,564(1) 59.0%
10 Draper Road
Wayland, Massachusetts 01778
JOSEPH D. HAMILBURG 472,698(1) 58.3%
16 Shaw Drive
Wayland, Massachusetts 01778
JANE H. GUY 279,351(2) 34.5%
1660 West Street
Mansfield, Massachusetts 02048
DR. IDO E. COLANTUONI(3) 80,000 9.9%
P.O. Box 28231
Washington, D.C. 20038
- ----------
(1) Maurice J. Hamilburg, Joseph D. Hamilburg and Jane H. Guy are siblings;
Phyllis B. Hamilburg is their mother. The shares shown as beneficially
owned by each of Phyllis B. Hamilburg, Maurice J. Hamilburg and Joseph D.
Hamilburg are so shown by reason of their direct and indirect beneficial
ownership of certain of the shares and their respective voting powers with
respect to certain of the shares as Voting Trustees of a voting trust and
as trustees of various other trusts. For a breakdown of the actual
beneficial ownership of the shares, see "Stock Ownership of Nominees,
Continuing Directors and Officers."
(2) Of the shares shown as beneficially owned by Jane H. Guy, 18,011 shares
are owned indirectly (the direct ownership being held by a voting trust as
described under the caption "Stock Ownership of Nominees, Continuing
Directors and Officers"), and 515 are held directly, and the remainder are
in trusts of which she is a beneficiary or co-beneficiary with others and
with respect to which she has no voting powers.
(3) Based on Schedule 13D dated December 23, 1996.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's By-Laws provide for the election by stockholders of a Board
of Directors consisting of not less than three (3) nor more than nine (9)
directors, as fixed from time to time by the Board of Directors. The directors
are divided into three (3) classes as nearly equal in number as possible,
consistent with the total number of directors to serve, as fixed by the Board.
The directors of each class serve for a term of three (3) years, with the term
of each class expiring in successive years, except that the term of a director
elected to any class between annual elections will expire with the expiration
of the term of that class.
The Board of Directors has presently fixed (7) as the number of directors
to serve during the ensuing year, subject to the Board's authority to change
such number from time to time. Of the number so fixed, two (2) will be elected
at the meeting to replace the two (2) whose terms expire, such reelected
directors to serve for a term of three (3) years. The nominees are set forth
below.
All Class A proxies received by management will be voted (unless otherwise
specified) in favor of the persons named below as nominees for election as
directors, said nominees to serve for a term of three years (or one year as
described hereinabove), and until his or her successor is elected and
qualifies. Proxies cannot be voted for more than four directors. All of the
following directors (including the nominees) have been directors of the
Company for the periods indicated in the table below.
NOMINEE FOR ELECTION AS DIRECTOR AND CONTINUING DIRECTORS
Information concerning the nominees for election as director for a term to
expire in 2000:
<TABLE>
<CAPTION>
SERVED AS PRESENT
DIRECTOR TERM
NAME PRINCIPAL OCCUPATION AGE SINCE EXPIRES
--- -------------------- --- ---------- -------
<S> <C> <C> <C> <C>
MAURICE J. HAMILBURG(1) President and Chief Executive 50 1974 1997
Officer of the Company
DUANE E. WHEELER Vice President -- Finance and 64 1996 1997
Treasurer of the Company
Information concerning other directors who will continue in office after the meeting:
SERVED AS PRESENT
DIRECTOR TERM
NAME PRINCIPAL OCCUPATION AGE SINCE EXPIRES
--- -------------------- --- ---------- -------
JOSEPH D. HAMILBURG(1)(2) President of 48 1974 1998
J.D.H. Enterprises, Inc.
SUSAN Y. FRIEDMAN(2)(3) Business Consultant 48 1993 1998
JANE H. GUY(1) President and Treasurer of 45 1989 1999
Alladan Kennels, Inc.
MELVIN L. KEATING(2)(3) President of Sunbelt 50 1989 1999
Management Company
JAMES M. OATES(2)(3) Managing Director of The 50 1996 1999
Wydown Group and Chairman of IBEX
Capital Markets LLC
</TABLE>
Jane H. Guy, a graduate of Wheaton College, has since 1978, been President
and Treasurer of Alladan Kennels, Inc., a company engaged in the business of
operating dog care and grooming kennels. She also conducts a dog breeding
operation.
Melvin L. Keating has served since 1995 as President of Sunbelt Management
Company, an entity controlled by the Mann family. Sunbelt Management is an
operator of commercial and retail real estate in North America. Prior thereto,
Mr. Keating served as Senior Vice President of Reichmann International
Companies (1994-1995) and as Senior Vice President of Olympia & York
Companies, U.S.A., (1986-1994) entities controlled by the Reichmann family,
engaged in the real estate development business, including the development and
construction of major urban office buildings and other commercial property.
Prior to 1986 he served as Vice President of George A. Fuller Company, Inc., a
company engaged in the international construction business. Mr. Keating is a
graduate of Rutgers University where he earned a BA degree, and he holds
Master of Science and Master of Business Administration degrees from the
Wharton School of the University of Pennsylvania.
Maurice J. Hamilburg has been President of the Company since 1987. He
served as Executive Vice President from 1976 to 1987, and prior to 1976 he
served in various other capacities with the Company for several years. He is a
graduate of Harvard College and of the Harvard Graduate School of Business
Administration where he earned the degree of Master of Business
Administration.
Since October, 1988, Joseph D. Hamilburg, a graduate of Harvard College,
has served as President of J.D.H. Enterprises, Inc., an international
consulting company, and in this capacity since 1988, has served as a business
consultant to the Company. Prior to October, 1988, he served as Vice President
and Treasurer of the Company and in other executive officer capacities for
more than five (5) years.
Susan Y. Friedman, a graduate of Brown University and the Harvard Graduate
School of Business Administration where she earned the degree of Master of
Business Administration, has served as an independent business consultant
since 1991, and was Vice President of Alliance Consulting Group, Cambridge,
MA, a consulting firm specializing in corporate strategy and management change
in Fortune 500 companies, from 1986 to 1991.
James M. Oates is presently Managing Director of the Wydown Group and
Chairman of IBEX Capital Markets LLC. Mr. Oates served as President and Chief
Executive Officer of Neworld Bancorp, Inc. and Neworld Bank from 1984-1994. He
is a graduate of Harvard College and the Harvard Graduate School of Business
Administration.
Duane E. Wheeler has served as Vice President -- Finance of the Company
since 1980 and as Treasurer since 1988. Prior to 1980 he served as Vice
President of Administration and Finance of Acushnet Company, a subsidiary of
American Brands, which manufactures and distributes golf equipment and
precision rubber molded goods. Mr. Wheeler is a graduate of the University of
Massachusetts.
- ----------
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
CERTAIN MATTERS RELATING TO OFFICERS AND DIRECTORS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors has among its separate committees, a
Compensation Committee, (the "Committee"), which is comprised of three
Directors: Ms. Susan Y. Friedman, the Chairman of the Committee, Mr. Melvin L.
Keating, and Mr. James M. Oates, all of whom are non-employee Directors.
THE BOARD COMPENSATION COMMITTEE REPORT
The Company administers executive compensation through its Compensation
Committee. This Committee is made up of three (3) Directors, all of whom are
non-employees. The Committee develops policies and makes recommendations to
the Board of Directors with respect to such matters as (i) appropriate
compensation policy for key management personnel, including basic salary
levels, (ii) the implementation and/or amendment and/or termination of
existing employee benefit and incentive plans, (iii) the establishment and
implementation of new employee benefit and incentive plans, (iv) appropriate
implementation of the Company's stock option or other stock purchase plans
through grants thereunder, (v) the award of cash bonus, when appropriate to
officers and other key employees, and (vi) generally, all matters relating to
officer and other key employee compensation.
When setting and evaluating total compensation of the Company's
executives, the entire Committee reviews independently produced Executive
Compensation Surveys. While the Committee does not, itself, survey any
companies, the independent surveys consulted included confidentially submitted
data from over 1,700 companies, arrayed according to size and other factors.
Among the Committee's objectives is establishing executive compensation
competitive to that of other companies similar in size, considering the
relative responsibility levels of individual executives. The Compensation
Surveys are used as a guide to determine whether total compensation is within
the reasonable range of those similarly situated, as well as to evaluate
whether the executives' salaries are reasonable in relationship to each other,
and to the market, taking into account the individuals' contributions to
corporate performance. The Company's goal is to award competitive compensation
based on a total assessment of salary, stock options, and bonus. The Committee
uses its discretion and business judgment in setting executive compensation,
neither uses a predetermined formula, nor assigns any particular quantitative
weights to the various factors.
When setting and evaluating the CEO's compensation, the Committee members
review the Compensation Surveys and consider the CEO's compensation in
relation to that data. The Committee establishes the CEO's compensation after
taking into account the Company's performance, the CEO's performance, and the
relationship of the CEO's compensation to that of the other key executives.
The CEO's compensation is comprised of a base salary, and depending upon the
above-stated factors and adjustments, a bonus, and may include a stock option
grant. The Committee does not use a predetermined formula for establishing CEO
or other executive compensation; rather, the Compensation Committee uses its
discretion, evaluates and weighs all the previously stated factors, and
arrives at its compensation decision using its best judgement.
In addition, the Committee makes decisions regarding the payment of cash
bonuses to the Company's Executive Officers. The purpose of the bonus is to
provide incentives and rewards to the Executive Officers, based on the overall
achievement of corporate goals. The decision as to individual bonus awards is
discretionary. The Committee considers, without any specific assignment of
weight thereto, factors such as the Company's overall financial performance,
the individuals' levels of compensation relative to external markets, their
performance and value to the Company, and their relative contributions to the
management team. Except for the CEO, fiscal 1996 saw bonuses earned for
Executive Officers of approximately 7 to 12 percent of base salary.
The Committee, also evaluates the award of a bonus to the CEO, using its
discretion and business judgment. For fiscal years 1995, and 1996, the
Compensation Committee awarded a bonus to the CEO of approximately 25%, and
24% of salary, respectively, based on his contribution to current operations
of the Company and achievement of several objectives geared to strengthen the
Company long term.
The Board of Directors may also, upon the recommendation of the
Compensation Committee, award Incentive Stock Options (see the caption "Stock
Options" below and in this Proxy Statement) to certain key employees. The
purpose of this program is to provide long-term incentives to key employees to
increase shareholder value, and to align management's goals with those of
shareholders. Such Stock Options may be awarded in lieu of or in addition to
bonus, and utilize vesting periods to encourage key employees to continue in
the employ of the Company and to encourage a long-term perspective. The
Committee considers the amounts and terms of the prior years' grants in
deciding whether to award options, to whom, and in what amounts for the last
completed fiscal year. While the establishment of the actual award is
discretionary, no Incentive Stock Options were awarded in fiscal 1996.
The Committee believes that the total compensation paid to the Company's
Executive Officers as a group, and the CEO individually, are, in general,
within the range of medians among the different groups of data supplied by the
surveys consulted.
In the Committee's opinion the Company's executives are appropriately
compensated when compared with others similarly situated.
Respectfully submitted,
Compensation Committee
By SUSAN Y. FRIEDMAN, Chairperson
MELVIN L. KEATING
JAMES M. OATES
<PAGE>
EXECUTIVE COMPENSATION
General. The following table sets forth the total annual compensation
paid or accrued by the Company to the account of each executive officer of the
Company whose cash compensation for the fiscal year ended November 29, 1996
exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------
LONG TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------- -------
(# OF SHARES)
OTHER -------------------
ANNUAL RESTRICTED OPTIONS/ ALL OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME POSITION YEAR SALARY $ BONUS $ SATION $ AWARDS SARS PAYOUTS SATION
---- -------- ---- -------- ------- -------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
M. J. Hamilburg President and 1996 207,504 100,097 3,048 -- -- -- --
Chief Executive 1995 198,504 245 1,770 -- -- -- --
Officer 1994 182,004 60,283 1,550 -- -- -- --
A. I. Eisenberg Vice President 1996 136,836 25,597 -- -- -- -- --
Sales and 1995 132,119 11,245 -- -- -- -- --
Marketing 1994 129,742 27,284 -- -- -- -- --
S. S. Leppo Vice President 1996 131,004 9,097 -- -- -- -- --
Research and 1995 127,210 9,245 -- -- -- -- --
Development 1994 120,419 12,783 -- -- -- -- --
D. E. Wheeler Vice President 1996 115,750 10,597 -- -- -- -- --
Finance and 1995 112,501 9,745 -- -- -- -- --
Treasurer 1994 106,477 13,283 -- -- -- -- --
</TABLE>
The 1996 bonus for Mr. Hamilburg includes $50,000 for fiscal 1995 and
awarded in 1996.
Other annual compensation includes the interest on a loan from the Company
and life insurance premiums of $1,187 and $1,861 in 1996, $930 and $840 in
1995, and $710 and $840 in 1994, respectively, for Mr. Hamilburg.
<PAGE>
Options. The following table shows the value of unexercised options.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
- --------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Maurice J. Hamilburg ..................... -- -- 28,875 147,990
57,750 295,969
Alan I. Eisenberg ........................ 7,700 58,974 27,720 161,122
23,100 124,163
Sheldon S. Leppo ......................... 4,180 33,060 23,100 132,825
17,325 93,122
Duane E. Wheeler ......................... 5,500 44,874 23,100 132,825
-- --
</TABLE>
The value realized for shares acquired by exercise was determined using
the ending market value of the Company's Class B Common Stock at January 2,
1996 ($9.50) for Mr. Leppo, January 9, 1996 ($9.75) for Mr. Wheeler and
January 23, ($9.25) 1996 for Mr. Eisenberg, less the exercise price of the
exercised options.
The value of unexercised "in-the-money" options was determined using the
ending market value of the Company's Class B Common Stock at November 30,
1996, ($7.88) less the exercise price of the unexercised options.
Common Stock Performance: As part of the executive compensation
information presented in the Proxy Statement, the Securities and Exchange
Commission requires a five-year comparison of stock performance for the
Company with the stock performance of appropriate similar companies. The
Company has selected the S&P 500 and the Amex Market Value Index for the broad
equity market and published industry indexes, respectively, for stock
performance comparison. The Company does not know of an appropriate peer group
or other industry index of comparably traded companies that would be more
meaningful.
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG PLYMOUTH RUBBER COMPANY, INC. CLASS A AND B, THE S&P 500 INDEX
AND THE AMEX MARKET VALUE INDEX
Cumulative Total Return
-----------------------------------
11/91 11/92 11/93 11/94 11/95 11/96
PLYMOUTH RUBBER COMPANY, INC. ..... PLR.A 100 227 307 440 581 514
PLYMOUTH RUBBER COMPANY, INC. ..... PLR.B 100 237 313 467 594 485
S&P 500 ........................... I500 100 118 130 132 181 231
AMEX MARKET VALUE INDEX ........... AMX 100 107 124 117 145 160
*$100 Invested on 11/30/91 in Stock or Index - Including Reinvestment of
Dividends.
Note to Graph Above: Assumes $100 invested on November 30, 1991 in
Plymouth Rubber Company, and an identical amount in the S&P 500 and AMEX
Market Value Index. There can be no assurance that the Company's stock
performance will continue into the future with the same or similar trends
depicted in the graph above. The Company will not make nor endorse any
predictions as to future performance.
<PAGE>
RETIREMENT BENEFITS
The Company has a defined contribution profit sharing plan and trust which
includes an employee elective deferral of income under the provisions of
Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code").
In addition, the Company has a defined benefit pension plan and trust. The
Company may make discretionary contributions to the Profit Sharing Trust. With
respect to the Profit Sharing Plan prior to amendment, allocations were made
to each participant's account based upon years of service and salary. Under
the amended plan, Company contributions will be allocated based upon a
combination of annual pay and employee elective deferrals. Subject to the
provisions described below relating to the pension plan, on retirement a
participating employee's account is paid to him either in a lump sum or in ten
annual payments at the employee's designation.
The pension plan for salaried employees, established in 1980, is Company-
funded and provides for a monthly payment to a retired participant of $12.50
multiplied by the participant's number of years of credited service to the
Company, reduced by the amount of a monthly life annuity pension which would
be the actuarial equivalent of the amount accumulated in the employee's profit
sharing account at the date of retirement. If, without reduction by reason of
a participant's profit sharing plan account, benefits not less than the
actuarial equivalent of the amount in such participant's profit sharing plan
account would be provided to such participant under the pension plan,
distribution of the participant's profit sharing plan account is made by
transfer thereof to the pension plan trust. The benefits to the participant,
therefore, are those payable under the pension plan or the profit sharing
plan, whichever are greater. In August, 1996 the Company elected to curtail
the non-contributory defined benefit pension plan with respect to funding of
future benefits effective November 30, 1996.
The following table sets forth the estimated annual benefits upon
retirement payable under the foregoing plans to the identified Executive
Officers of the Company (and all executive officers as a group), based on the
amounts in their respective profit sharing accounts as of November 29, 1996
and reflects the impact of curtailment of the pension plan effective November
30, 1996.
ESTIMATED ANNUAL
NAME BENEFITS UPON RETIREMENT(1)
---- ---------------------------
MAURICE J. HAMILBURG .......................... $ 3,750
ALAN I. EISENBERG ............................. 1,500
SHELDON S. LEPPO .............................. 5,850
DUANE E. WHEELER .............................. 2,400
5 Executive Officers as a Group ............... 17,250
- ----------
(1) Lifetime annual payments under pension plan.
CERTAIN TRANSACTIONS
The Company has a consulting arrangement with Joseph D. Hamilburg, a
director, pursuant to which Mr. Hamilburg has been engaged to render
consulting services to the Company in the areas of sales, personnel and
administrative matters. During the fiscal year ended November 29, 1996, Mr.
Hamilburg was paid $115,500 for such services. The Company believes that the
amount paid to Mr. Hamilburg would be competitive with that which would be
required to be paid to an outside consultant with Mr. Hamilburg's knowledge
and experience in these areas, as they relate to the Company, with respect to
which he rendered such services.
MEETING ATTENDANCE; COMMITTEES
During fiscal year 1996 the Board of Directors held 9 meetings. Each
director attended at least 75% of the meetings during the year. All directors
are paid $500 for each meeting attended. In addition, the Company's outside
directors receive an annual retainer of $5,000.
The Company has no nominating committee. It has an Executive Committee, a
Compensation Committee and an Audit Committee, the members of which are noted
in the table under the caption "Nominees for Election as Directors and
Continuing Directors." The Audit Committee which is comprised of four non-
employee Directors held two meetings during the past year attended by all
members. The Audit Committee reviews with the auditors the scope of the audit
work and questions which may arise in the course of the annual audit, reviews
the fees charged by the audit firm and considers such other matters as the
adequacy of internal controls, accounting staffing, etc. The Executive
Committee held no meetings in fiscal 1996. The Compensation Committee, which
held two meeting during the past year attended by all members, reviews the
compensation of Executive Officers and makes recommendations with respect
thereto from time to time. Members of the Audit and Compensation Committees
are paid $500 for each meeting attended.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based on a review of
materials submitted to the Company, the Company believes there are no directors,
officers or beneficial owners of more than 10% of any class of equity securities
of the Company who failed to file on a timely basis reports as required by
Section 16(a) of the Exchange Act, except that: Mr. Sheldon Leppo, an officer of
the Company, failed to file a Statement of Changes of Beneficial Ownership, Form
4, with respect to the sale of 1,500 shares of Class B Common Stock in August,
1996. It is currently expected that a Form 5 reflecting this transaction will be
filed within ten days of this Proxy Statement.
STOCK OWNERSHIP OF NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as to all ownership of the
Company's capital stock by each present director, each nominee for election as
a director and all directors, nominees and executive officers as a group:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON PERCENT OF NATURE OF
NAME TITLE OF CLASS 3/7/97 CLASS OWNERSHIP
---- -------------- ------------ ---------- ---------
<S> <C> <C> <C> <C>
JANE H. GUY Class A Common 279,351(1) 34.5% Direct
&
Indirect
Class B Common 284,592(1) 23.3% Indirect
JOSEPH D. HAMILBURG Class A Common 472,698(2) 58.3% Direct
&
Indirect
Class B Common 466,174(3) 38.2% Direct
&
Indirect
MAURICE J. HAMILBURG Class A Common 478,564(2)(4)(5) 59.0% Direct
&
Indirect
Class B Common 506,411(3)(4)(5) 41.5% Direct
&
Indirect
SUSAN Y. FRIEDMAN Class A Common 200 -- Direct
Class B Common 17,356(8) -- Direct
MELVIN L. KEATING Class B Common 17,325(8) -- Direct
JAMES M. OATES Class B Common 7,775(8) -- Direct
DUANE E. WHEELER Class B Common 27,837(8) -- Direct
9 Officers and Directors Class A Common 479,299(6) 59.1% Direct
as a Group &
Indirect
Class B Common 681,280(7) 55.8% Direct
&
Indirect
</TABLE>
- ----------
(1) 18,011 Class A shares are owned indirectly, the shares being held in the
Voting Trust described below, and 515 are held directly; 2,791 Class B
shares are owned indirectly, the shares being held in the Voting Trust
described below, and 117 are held directly, and all remaining Class A and
Class B shares are beneficially owned as a beneficiary of various Trusts
for her sole benefit or as a co-beneficiary with Maurice J. Hamilburg and
Joseph D. Hamilburg, except that 12,258 Class B shares are held as
custodian for three minor children, as to which she disclaims beneficial
ownership; 17,325 of the Class B shares shown as owned by Jane H. Guy are
not actually owned but are subject to presently exercisable options to
purchase same.
(2) The number of shares of Class A Common Stock shown as beneficially owned
by each of Joseph D. Hamilburg and Maurice J. Hamilburg are so shown by
reason of their voting powers with respect thereto. 20 of the shares shown
as owned by Joseph D. Hamilburg are owned by him directly; 15 of the
shares shown as owned by Maurice J. Hamilburg are owned by him directly;
and 431,655 of the shares (53.3% of the Company's outstanding Class A
Common Stock) shown as owned by each are in a voting trust (the "Voting
Trust") of which they, with, Phyllis B. Hamilburg, are the Voting
Trustees. The actual beneficial ownership of the shares held by the Voting
Trust and the respective percentages of the outstanding Class A Common
Stock represented thereby are broken down as follows:
(i) 5,700 shares (.7%) beneficially owned by a trust of which Joseph D.
Hamilburg is the beneficiary;
(ii) 12,695 shares (1.6%) beneficially owned by two separate trusts of
which Maurice J. Hamilburg is the beneficiary;
(iii) 249,404 shares (30.8%) beneficially owned by a trust of which
Joseph D. Hamilburg and Maurice J. Hamilburg are Trustees and of
which Phyllis B. Hamilburg is a life income beneficiary and Jane H.
Guy, Joseph D. Hamilburg and Maurice J. Hamilburg are life income
beneficiaries following her death;
(iv) 5,700 shares (.7%) beneficially owned by a trust of which Joseph D.
Hamilburg and Maurice J. Hamilburg are Trustees for the benefit of
Jane H. Guy;
(v) 68,683 shares (8.5%) beneficially owned by a trust of which Joseph
D. Hamilburg, Maurice J. Hamilburg, and Joel A. Kozol, are Trustees
and of which Phyllis B. Hamilburg is the beneficiary for her life
and thereafter Jane H. Guy, Joseph D. Hamilburg and Maurice J.
Hamilburg are beneficiaries;
(vi) 4,252 shares (.5%) beneficially owned by Joseph M. Hamilburg
Foundation of which Joseph and Maurice Hamilburg are Trustees;
(vii) 5,721 shares (.7%) beneficially owned by a trust of which Phyllis
B. Hamilburg is Trustee for the benefit of Jane H. Guy;
(viii) 18,471 shares (2.3%) beneficially owned by the Plymouth Rubber
Defined Benefit Pension Plan and Trust, of which Joseph and Maurice
Hamilburg are Trustees;
(ix) 18,012 shares (2.2%) beneficially owned by Maurice J. Hamilburg;
(x) 25,006 shares (3.1%) beneficially owned by Joseph D. Hamilburg;
(xi) 18,011 shares (2.2%) beneficially owned by Jane H. Guy.
In addition, of the aggregate number of shares shown in the table as
beneficially owned by each of Joseph D. Hamilburg and Maurice J. Hamilburg
14,621 shares (1.8%) and 7,150 shares (.9%) not covered by the Voting
Trust are owned by the Plymouth Rubber Company Profit-Sharing Plan and
Trust and the Plymouth Rubber Defined Benefit Pension Plan and Trust,
respectively, of which Joseph Hamilburg and Maurice Hamilburg are
Trustees; and 19,252 shares (2.4%) are owned by the aforementioned Joseph
M. Hamilburg Foundation.
(3) The number of shares of Class B Common Stock shown as beneficially owned
by each of Joseph D. Hamilburg and Maurice J. Hamilburg are so shown by
reason of their voting powers with respect thereto on all matters on which
the Class B Stock may at any time be entitled to vote. 49 of the shares
shown as owned by Joseph D. Hamilburg; 17,325 of the shares shown as owned
by Joseph D. Hamilburg are not actually owned but are subject to presently
exercisable options to purchase same; and 28,443 of the shares shown as
owned by Maurice J. Hamilburg are owned by each directly; 28,875 of the
shares shown as owned by Maurice J. Hamilburg are not actually owned but
are subject to presently exercisable options to purchase same; and 383,447
(31.4%) of the shares shown as owned by each are in the Voting Trust
referred to in footnote (1) above. The actual beneficial ownership of the
shares held by the Voting Trust and their respective percentages of the
outstanding Class B Common Stock are broken down as follows:
(i) 10,060 shares (.8%) beneficially owned by a trust of which
Joseph D. Hamilburg is the beneficiary;
(ii) 34,132 shares (2.8%) beneficially owned by two separate trusts
of which Maurice J. Hamilburg is the beneficiary;
(iii) 220,794 shares (18.1%) beneficially owned by a trust of which
Phyllis B. Hamilburg is a life income beneficiary and Jane H.
Guy, Joseph D. Hamilburg and Maurice J. Hamilburg are life
income beneficiaries following her death;
(iv) 10,060 shares (.8%) beneficially owned by a trust of which
Joseph D. Hamilburg and Maurice J. Hamilburg are Trustees for
the benefit of Jane H. Guy;
(v) 11,054 shares (.9%) beneficially owned by Joseph M. Hamilburg
Foundation of which Joseph D. Hamilburg and Maurice J.
Hamilburg are Trustees;
(vi) 21,247 shares (1.7%) beneficially owned by a trust of which
Phyllis B. Hamilburg is Trustee for the benefit of Jane H. Guy;
(vii) 23,510 shares (1.9%) beneficially owned by five grandchildren
of Phyllis B. Hamilburg, of which 11,252 shares are held by
Maurice J. Hamilburg as custodian for his two minor children,
as to which he disclaims beneficial ownership, and 12,258
shares held by Jane H. Guy as custodian for her three minor
children, as to which she disclaims any beneficial ownership.
(viii) 2,791 shares (.2%) beneficially owned by Maurice J. Hamilburg;
(ix) 33,499 shares (2.7%) beneficially owned by Joseph D. Hamilburg;
(x) 2,791 shares (.2%) beneficially owned by Jane H. Guy;
(xi) 2,863 shares (.2%) beneficially owned by the Plymouth Rubber
Defined Benefit Pension Plan and Trust, of which Joseph D.
Hamilburg and Maurice J. Hamilburg are Trustees;
(xii) 10,646 shares (.9%) beneficially owned by a trust of which
Joseph D. Hamilburg, Maurice J. Hamilburg and Joel A. Kozol are
Trustees and of which Phyllis B. Hamilburg is the beneficiary
for her life and thereafter, Jane H. Guy, Joseph D. Hamilburg
and Maurice J. Hamilburg are beneficiaries.
In addition, of the aggregate number of shares shown in the table as
beneficially owned by each of Joseph D. Hamilburg and Maurice J. Hamilburg are
shares not covered by the Voting Trust, 18,922 shares (1.6%) are owned by the
aforementioned Joseph M. Hamilburg Foundation and 16,218 shares (1.3%) and
30,213 shares (2.5%) are owned by the Plymouth Rubber Company Profit-Sharing
Plan and Trust and the Plymouth Rubber Defined Benefit Pension Plan and Trust,
respectively, of which Joseph Hamilburg and Maurice Hamilburg are Trustees.
(4) Does not include 2,500 shares of Class A Stock and 2,760 shares of Class B
Stock owned by Mr. Hamilburg's wife, as to which he disclaims any
beneficial interest. The Class B shares shown as owned by Mr. Hamilburg
includes an aggregate of 11,252 and the Class A shares shown as owned by
Mr. Hamilburg excludes an aggregate of 1,000 shares all of which are held
by him as custodian for his minor children under the Uniform Gifts to
Minors Act, as to which he disclaims any beneficial interest.
(5) 5,871 shares of Class A and 293 shares of Class B are shown in the table
as beneficially owned by a trust of which Maurice J. Hamilburg is trustee
for the benefit of a niece of the late Daniel M. Hamilburg.
(6) By virtue of their individual direct beneficial ownership of Class A
shares and of their voting powers pursuant to the Voting Trust and other
trusts referred to in footnote (1) above, all officers and directors of
the Company as a group have more than 50% of the voting power of the
Company's outstanding Class A Common Stock. Messrs. Joseph D. Hamilburg,
Maurice J. Hamilburg and Phyllis B. Hamilburg have advised that they
intend to vote the shares with respect to which they possess voting power
(478,564 shares-59.0%) in favor of the nominees for directors, and in
favor of Price Waterhouse as auditors. Accordingly, passage of these
proposals, respectively, are assured.
(7) Includes an aggregate of 161,885 shares not actually owned, but subject to
presently exercisable options for the purchase of said number of shares.
(8) 17,325 of the shares shown as owned by Susan Y. Friedman, 17,125 of the
shares shown as owned by Melvin L. Keating, 5,775 of the shares shown as
owned by James M. Oates and 17,325 of the shares shown as owned by Duane
E. Wheeler are not actually owned but are subject to presently exercisable
options to purchase same.
STOCK OPTIONS
The Company has in effect five stock purchase programs for executive
officers and other key personnel, and non-employee directors, as the case may
be. One such program is embodied in the Company's Executive Incentive Stock
Purchase Plan, adopted and approved by shareholders in 1969 (the "1969 Plan"),
pursuant to which the Company from time to time granted options to various
executive officers as determined by the Company's Board of Directors or the
Committee, if any, administering the Plan, for the purchase of restricted
shares of the Company's Class B Common Stock, $1.00 par value, at an exercise
price, as determined by the Board or Committee, but no less than $1.00 per
share. 30,452 shares were issued and all restrictions regarding same had
lapsed, as of November 29, 1996.
The second such stock purchase program is the Company's 1982 Employee
Incentive Stock Option Plan (the "1982 Plan"), adopted and approved by the
Company's shareholders in 1982, and amended by the Company's shareholders in
1990, pursuant to which options for the purchase of up to an aggregate of
200,000 shares of the Company's Class B Common Stock, $1.00 par value could
have been granted from time to time to key employees at an exercise price of
no less than fair market value as of the date of grant. Options for the
purchase of 135,649 shares have been granted. As of November 29, 1996 options
for 68,704 shares had been exercised and 66,945 remained exercisable. No
further options may be granted under the 1982 Plan. (Pursuant to the
provisions of the 1982 Plan, the quantity and exercise price of the options
granted were adjusted for the 10% and 5% stock dividends declared and paid in
Class B shares in 1995 and 1996, respectively.)
The third such stock purchase program is the Company's 1992 Employee
Incentive Stock Option Plan ("the 1992 Plan"), adopted and approved by the
Company's shareholders in 1993, pursuant to which options for the purchase of
up to an aggregate of 225,000 shares (subject to adjustment as described
hereinbelow) of the Company's Class B Common Stock, $1.00 par value, may be
granted from time to time to key employees, at an exercise price of no less
than the fair market value of the shares as of the date of grant. Although the
Board of Directors or the Option Committee administering the 1992 Plan may
authorize variations, options granted under the 1992 Plan will generally be
exercisable in one-quarter increments, beginning one year from the date of
grant, with an additional one-quarter becoming exercisable at the end of each
year thereafter. The selection of key employees for the grant of options under
the 1992 Plan is made to attract and to retain key employees essential to the
Company's successful operations and growth. Of the total options issued and
outstanding under the 1992 Plan, 85,000 were issued with variations from this
standard form. These options granted in June 1992, were originally exercisable
only for five years from the date of grant and could not be exercised unless
the closing price of the Company's Class B common stock on the American Stock
Exchange had been no less than $12 on each of at least twenty days in any
consecutive sixty day period during the twelve months immediately preceding
the date of the exercise and unless the average daily closing price of the
Common Stock during the sixty day period immediately prior to the date of
exercise were not less than $12 (the "Price Hurdle"). During August 1993,
modifications to certain terms were made to alter the exercise provisions and
the period of exercisability. The revised terms provide for exercisability, in
any event, after the tenth anniversary of grant. In addition, the new terms
provide for accelerated exercisability should the "Price Hurdle" be attained.
Pursuant to the provisions of the 1992 Plan clarifications made to these
options, the quantity and Price Hurdle of the options were adjusted for the
10% and 5% stock dividends declared and paid in Class B shares in 1995 and
1996, respectively. No options were granted to any officer, director, or
employee under the 1992 Plan during the fiscal year ended November 29, 1996.
As of November 29, 1996 options for the purchase of a total of 255,834 shares
under the 1992 Plan have been granted, with exercise prices that range from
$2.17 to $5.95, and 6,930 options have been exercised and 134,570 options were
exercisable, after adjustment for the 10% and 5% stock dividends declared and
paid in Class B shares in 1995 and 1996, respectively.
The fourth such stock purchase program is the Company's 1995 Employee
Incentive Stock Option Plan ("the 1995 Employee Plan"), adopted and approved
by the Company's shareholders in 1995, pursuant to which options for the
purchase of up to an aggregate of 150,000 shares of the Company's Class B
Common Stock, $1.00 par value, may be granted from time to time to key
employees, at an exercise price of no less than the fair market value of the
shares as of the date of grant. Although the Board of Directors or the Option
Committee administering the plan may authorize variations, options granted
under the plan will generally be exercisable in one-quarter increments,
beginning one year from the date of grant, with an additional one-quarter
becoming exercisable at the end of each year thereafter. The selection of key
employees for the grant of options under the plan is made to attract and to
retain key employees essential to the Company's successful operations and
growth. No options were granted to any officer, director or employee under the
1995 Employee Plan during the fiscal year ended November 29, 1996.
The fifth such stock purchase program is the Company's 1995 Non-Employee
Directors' Stock Option Plan (the "1995 Director Plan"), adopted and approved
by the Company's shareholders in 1995. Pursuant to the 1995 Director Plan,
options are granted to the Company's non-employee Directors for the purchase
of up to an aggregate 120,000 shares (subject to adjustment as described
below), of the Company's Class B Common Stock, $1.00 par value, at an exercise
price of no less than the fair market value of the shares as of the date of
grant. The 1995 Director Plan provides for an automatic grant of an option to
purchase 15,000 shares to each current non-employee director upon approval by
the shareholders at the 1995 Annual Meeting and to any new non-employee
director upon their appointment or election. Although the Board of Directors
or the Option Committee administering the Plan may authorize variations,
options granted thereunder will generally be exercisable in one-third
increments, beginning one year from the date of grant, with an additional one-
third becoming exercisable at the end of each year thereafter. However, with
regard to non-employee directors serving at the time of adoption, for each
year (or partial year) of service on the Board of Directors prior approval by
the shareholders, one-third of the Class B Common Stock covered by such option
shall become exercisable. The entire option must expire, in any event, no
later than ten years from the date of grant of the option. During 1996, 17,325
options were granted to a non-employee Director, (as adjusted pursuant to the
provisions of the 1995 Director Plan following the 10% and 5% stock dividends
declared and paid in Class B shares in 1995 and 1996, respectively). As of
November 29, 1996, options for the purchase of a total of 69,300 shares,
(adjusted for the 10% and 5% stock dividends) with an exercise price of $7.69,
were exercisable. No options were exercised during the fiscal year 1996.
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT
OF PRICE WATERHOUSE LLP AS AUDITORS
The persons named in the accompanying proxy card as attorneys and proxies
intend, unless otherwise instructed, to ratify the appointment of Price
Waterhouse LLP as independent auditors of the Company for the next fiscal
year. The Board of Directors has voted to approve Price Waterhouse LLP to
audit the accounts of the Company for the year ending November 28, 1997. Since
their report will be addressed to the stockholders, the holders of Class A
Common Stock are asked to ratify this selection. Submission to the
stockholders of the ratification of the appointment of Price Waterhouse LLP as
auditors is not required and such appointment will remain in effect if not
approved by the stockholders.
The Board of Directors recommends a vote in favor of this proposal.
Price Waterhouse LLP is expected to have a representative at the Annual
Meeting of Stockholders who will have an opportunity to make a statement if he
desires to do so and who will be available to respond to appropriate
questions.
GENERAL
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
In accordance with Rule 14-a 8 of the Exchange Act, stockholders desiring
to have proposals to be included in the Company's proxy materials for the 1998
Annual Meeting must be received by the Company, for its consideration, on or
before November 18, 1997.
OTHER MATTERS
Management knows of no other matters to be brought before the meeting. If
any other matters not mentioned in this Proxy Statement are properly brought
before the meeting, the persons named in the enclosed Class A proxies intend
to vote such proxies in accordance with their best judgment on such matters.
Stockholders are urged to vote and send in their proxies without delay.
PLYMOUTH RUBBER COMPANY, INC.
April 2, 1997
<PAGE>
PLYMOUTH RUBBER COMPANY, INC.
CLASS A PROXY - ANNUAL MEETING OF STOCKHOLDERS - APRIL 25, 1997
The undersigned, a holder of Class A Common Stock of Plymouth Rubber
Company, Inc., hereby constitutes and appoints Joseph D. Hamilburg and Deborah
A. Kream and each of them, the attorneys and proxies of the undersigned with
full power of substitution and revocation, to attend the annual meeting of
stockholders of the Company to be held on April 25, 1997 at 12:00 p.m. at the
offices of Friedman & Atherton, 27th floor, 53 State Street, Boston,
Massachusetts, and any adjournments thereof, to vote all of the shares of Class
A Common Stock of the Company which the undersigned may be entitled to vote and
to vote upon the matters set forth on the reverse side hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS UNLESS
OTHERWISE INDICATED IT WILL BE VOTED IN FAVOR OF THE NOMINEES FOR DIRECTOR, AND
IN FAVOR OF ITEM 2.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE ACCOMPANYING NOTICE
OF MEETING AND PROXY STATEMENT AND HEREBY REVOKES ANY PROXY OR PROXIES
HERETOFORE GIVEN.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) SEE REVERSE
SIDE
[x] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. Election of Directors: FOR WITHHELD To serve for a term of three (3) years:
[ ] [ ] Nominees: Maurice J. Hamilburg
For all nominees listed on right, Duane E. Wheeler
except vote withheld from the
following nominees (if any).
- ---------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of Price [ ] [ ] [ ]
Waterhouse LLP as the company's auditors for
the fiscal year ending November 28, 1997.
3. The transaction of such other business as may properly be brought before
the meeting or any adjournment thereof.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE PROMPTLY.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Signature: _________________ Date_____ Signature: _______________ Date ______
NOTE: Please sign exactly as your name appears hereon. Executors,
Administrators, Trustees, etc. should so indicate when signing giving full
title as such. If signer is a corporation, execute in full. Corporate name
by authorized officer. If more persons, all should sign.
