<PAGE>
SCHEDULE 14A
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- - --------------------------------------------------------------------------------
[ ] 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.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE>
PLYMOUTH RUBBER COMPANY, INC.
CANTON, MASSACHUSETTS 02021
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1999
----------------
TO THE STOCKHOLDERS OF
PLYMOUTH RUBBER COMPANY, INC.:
The 1999 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 23, 1999 at 9:00 A.M., for the purpose
of considering and acting upon the following:
1. The election of three directors, to serve for a term of three years;
2. Ratification of the selection of PricewaterhouseCoopers LLP as the
Company's auditors for the fiscal year ending December 3, 1999;
3. To act on a proposal submitted by a stockholder requesting that the
Board of Directors take immediate action to make a formal application
to the American Stock Exchange to withdraw listing of the Company's
Class B Common Stock and to make a formal application for listing
these shares on the NASDAQ Small Cap Market (NSCM) as more fully
described in the accompanying Proxy Statement.
4. 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 February 26, 1999 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
27, 1998 is included herewith.
By Order of the Board of Directors
DAVID M. KOZOL, Clerk
Canton, Massachusetts
March 30, 1999
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 March 30, 1999, 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 23, 1999.
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 PricewaterhouseCoopers LLP as
independent auditors for the year ending December 3, 1999, and against the
stockholder proposal.
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 February 26, 1999. 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 February 26, 1999 the
Company had outstanding 1,275,014 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 February 26, 1999, Maurice J.
Hamilburg, Joseph D. Hamilburg and Jane H. Guy owned or controlled through a
voting trust an aggregate of 383,447 shares of the Company's Class B Stock,
constituting approximately 30.1% of the outstanding shares; Maurice J.
Hamilburg and Joseph D. Hamilburg owned 47,952 and 1,550 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, as to each of which Maurice J. Hamilburg and Joseph D. Hamilburg
are Trustees, owned an aggregate of 63,342 shares of the Company's Class B
Stock, constituting approximately 5.0% of the outstanding shares.
OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of February 26, 1999, 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
------------------ ------------------- --------
MAURICE J. HAMILBURG 478,063(1) 59.0%
10 Draper Road
Wayland, Massachusetts 01778
JOSEPH D. HAMILBURG 472,242(1) 58.3%
16 Shaw Drive
Wayland, Massachusetts 01778
JANE H. GUY 432,170(1)(2) 53.3%
1660 West Street
Mansfield, Massachusetts 02048
DR. IDO E. COLANTUONI(3) 64,700 8.0%
P.O. Box 28231
Washington, D.C. 20038
HANAPER PARTNERS, L.P., 63,900(4) 7.9%
Morris Propp,
Rodney M. Propp and
P-II Incorporated
c/o P-II, Incorporated
405 Park Avenue
New York, N.Y. 10022
(1) Maurice J. Hamilburg, Joseph D. Hamilburg and Jane H. Guy are siblings.
The shares shown as beneficially owned by each of Maurice J. Hamilburg,
Joseph D. Hamilburg and Jane H. Guy 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 May 8, 1997.
(4) Based on a Schedule 13D dated May 4, 1997. Of the aggregate 63,900 shares
reported as beneficially owned: 49,000 shares were beneficially owned by
Hanaper Partners, L.P., its general partner, P-II, Incorporated, and
Morris Propp and Rodney M. Propp, the controlling persons of P-II,
Incorporated; 13,800 shares were beneficially owned by Morris Propp in his
individual capacity, and 1,100 shares were beneficially owned by Rodney M.
Propp in his individual capacity.
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 eight (8) 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, three (3)
will be elected at the meeting to replace the three (3) 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 three 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 2002:
<TABLE>
<CAPTION>
SERVED AS PRESENT
DIRECTOR TERM
NAME PRINCIPAL OCCUPATION AGE SINCE EXPIRES
---- -------------------- --- --------- -------
<S> <C> <C> <C> <C>
JANE H. GUY(1)(2) President and Treasurer of 47 1989 1999
Alladan Kennels, Inc.
MELVIN L. KEATING(2) President of Kadeca Consulting 52 1989 1999
Corporation
JAMES M. OATES(3) Managing Director of The 52 1996 1999
Wydown Group and Chairman of IBEX
Capital Markets LLC
</TABLE>
Information concerning other directors who will continue in office after
the meeting:
<TABLE>
<CAPTION>
SERVED AS PRESENT
DIRECTOR TERM
NAME PRINCIPAL OCCUPATION AGE SINCE EXPIRES
---- -------------------- --- --------- -------
<S> <C> <C> <C> <C>
MAURICE J. HAMILBURG(1) President and Co-Chief Executive 52 1974 2000
Officer of the Company
DUANE E. WHEELER(2) Retired Vice President -- Finance 66 1996 2000
and Treasurer of the Company
EDWARD H. PENDERGAST(3) President of Pendergast and 65 1998 2001
Company
JOSEPH D. HAMILBURG(1) Chairman and Co-Chief Execu- 50 1974 2001
tive Officer of the Company
C. GERALD GOLDSMITH(3) Independent Investor and Finan- 70 1998 2001
cial Consultant
</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.
Since 1997, Melvin L. Keating has served as President of Kadeca Consulting
Corporation. Prior thereto, (1995-1997), Mr. Keating served as President of
Sunbelt Management Company. Sunbelt Management is an owner and operator of
commercial and retail real estate in North America. From 1994-1995 Mr. Keating
served as Senior Vice President of Reichmann International Companies and from
1986 to 1994, as Senior Vice President of Olympia & York Companies, U.S.A.,
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. 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.
Joseph D. Hamilburg, a graduate of Harvard College, has been Chairman and
Co-Chief Executive Officer of the Company since April, 1998. From October,
1988 to April, 1998 Mr. Hamilburg served as President of J.D.H. Enterprises,
Inc., an international consulting company, and in this capacity, 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 ten (10) years.
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. He is a director of Blue Cross Blue Shield of New Hampshire,
Phoenix Mutual Funds, Phoenix Duff & Phelps, AIB Govett, Inc., Investors Bank
& Trust, Investor Financial Services Corp., Command Systems, Stifel Financial,
and the Massachusetts Housing Partnership.
Duane E. Wheeler served as Vice President -- Finance of the Company from
1980 to 1997, and as Treasurer from 1988 until 1998. 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.
Edward H. Pendergast has served as President of Pendergast and Company, a
corporate financial consulting firm, since 1989. Prior to that he served as
Chairman and CEO of Kennedy & Lehan, P.C., a CPA consulting firm. Mr.
Pendergast is Chair of the Board of Directors of PLC Systems, Inc. and is a
director of several private companies. He is a graduate of Bentley College
(B.A. and M.S.). Mr. Pendergast is a CPA and holds business valuation
credentials as a Certified Valuation Analyst (CVA) and Accredited Business
Valuator (ABV).
C. Gerald Goldsmith has been an independent investor and financial
consultant since 1976. Mr. Goldsmith is the Chairman of the Board of Directors
of the Intercoastal Health Foundation. He also serves as a member of the board
of directors of Meditrust Corp., Nine West Group, Inc., Palm Beach National
Bank & Trust Co., Innkeepers USA Trust and American Banknote Corp. Mr.
Goldsmith holds an A.B. degree from the University of Michigan and an M.B.A.
from the Harvard Graduate School of Business Administration.
- - ----------
(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: Mr. James M. Oates (the Chair of the Committee), Mr. C. Gerald
Goldsmith, and Mr. Edward H. Pendergast, 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 reviews policies and makes recommendations to the
Board of Directors with respect to such matters as (i) appropriate
compensation policy for key management personnel, including base 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.
Among the Committee's objectives is establishing executive compensation
competitive with that of other companies similar in size, considering the
relative responsibility levels of individual executives. 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, experience and business
judgment in setting executive compensation, using neither a predetermined
formula nor any quantitative weights for the various factors. While the
Committee does not, itself, survey any companies when setting and evaluating
total compensation of the Company's executives, the entire Committee reviews
independently produced Executive Compensation Surveys. 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' responsibilities and
contributions to corporate performance.
Each of the Co-CEOs' compensation is comprised of a base salary, and
depending upon the above-stated factors and adjustments, a bonus, and/or a
stock option grant. The Committee does not use a predetermined formula for
establishing the Co-CEOs' or other executives' compensation; rather, the
Committee uses its discretion and experience, evaluates and weighs various
factors, and arrives at its compensation decision using its best judgment.
When setting and evaluating each of the Co-CEOs' compensation, the Committee
members review the Compensation Surveys and consider the Co-CEOs' compensation
after taking into account the Company's performance, each of the Co-CEOs'
performance, and the relationship of the Co-CEOs' compensation to that of the
other key executives.
The Committee evaluates the award of a bonus to each of the Co-CEOs using
its discretion and business judgment. For fiscal 1998, the Compensation
Committee awarded a bonus to Co-CEO Maurice J. Hamilburg of approximately 20%
of salary and a bonus to Co-CEO Joseph D. Hamilburg of approximately 20% of
salary (prorated for the period of time that Mr. Joseph D. Hamilburg was Co-
CEO), based upon their contributions to current operations of the Company and
the achievement of several objectives geared to strengthen the Company long
term.
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, and the Committee considers such factors as the recommendations
of the Co-CEOs, 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 Co-CEOs, for fiscal 1998 bonuses were awarded to Executive
Officers of approximately 12% of base salary.
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, an aggregate of 77,400 Incentive Stock Options were awarded to
certain key employees in fiscal 1998, not including Co-CEO Joseph D.
Hamilburg, who received 40,000 Incentive Stock Options in 1998 upon his
appointment as Co-CEO.
The compensation model for the Company's executives is intended to be
competitive (at least the 50th percentile) when measured against executives of
comparably sized manufacturing companies.
In the Committee's opinion the Company's executives are appropriately
compensated when compared with others similarly situated.
Respectfully submitted,
Compensation Committee
By JAMES M. OATES, Chair
C. GERALD GOLDSMITH
EDWARD H. PENDERGAST
<PAGE>
EXECUTIVE COMPENSATION
General. The following table sets forth the total annual compensation
paid or accrued by the Company to each of the Company's five most highly
compensated executive officers for the three fiscal years ended November 27,
1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ---------------------- --------
(# OF SHARES)
OTHER ---------------------
ANNUAL RESTRICTED 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
Co-Chief 1998 250,002 50,000 3,165 -- -- -- --
Executive 1997 224,167 50,128 3,195 -- -- -- --
Officer 1996 207,504 100,097 3,048 -- -- -- --
J. D. Hamilburg Chairman and Co- 1998 250,002 50,000 -- -- -- -- --
Chief Executive 1997 -- -- -- -- -- -- --
Officer 1996 -- -- -- -- -- -- --
A. I. Eisenberg Vice President 1998 152,223 19,000 -- -- -- -- --
Sales and 1997 153,250 128 -- -- -- -- --
Marketing 1996 136,836 25,597 -- -- -- -- --
S. S. Leppo Vice President 1998 148,166 18,000 -- -- -- -- --
Research and 1997 141,504 128 -- -- -- -- --
Development 1996 131,004 9,097 -- -- -- -- --
W. Mansell Vice President 1998 130,008 -- -- -- -- -- --
Manufacturing 1997 130,008 -- -- -- -- -- --
1996 -- -- -- -- -- -- --
</TABLE>
The 1996 bonus for Mr. Maurice J. 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 $900 and $2,265 in 1998 $1,055 and $2,140 in
1997, and $1,187 and $1,861 in 1996, respectively, for Mr. Maurice J.
Hamilburg.
Mr. Joseph D. Hamilburg joined the company on April 24, 1998. His salary
and bonus for 1998 presented in the above table reflect an annualization of
his compensation as if he had been employed for the full year.
Mr. Mansell joined the Company on September 8, 1997. His salary for 1997
presented in the above table reflects an annualization of his compensation as
if he had been employed for the full year.
Options. The following table sets forth the details of options granted to
individuals listed in the Summary Table during the fiscal year 1998. The
second section in this section shows the value of unexercised options.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------------------------------------------- ----------------------------
% OF TOTAL
OPTIONS/ OPTIONS/SARS
SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME # FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- -------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Joseph D. Hamilburg ........... 40,000 34.1 7.49 May 29, 2003 48,000 139,200
Alan I. Eisenberg ............. 9,000 7.7 4.63 February 1, 2008 26,325 66,465
Sheldon S. Leppo .............. 9,000 7.7 4.63 February 1, 2008 26,325 66,465
</TABLE>
Options were granted under the 1995 Plymouth Rubber Company, Inc. Employee
Incentive Stock Option Plan described on page 20 of this Proxy Statement.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE
----------------------------------------------------
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 ..................... -- -- -- --
57,750 237,872
Joseph D. Hamilburg ...................... -- -- 17,325 --
40,000 --
Alan I. Eisenberg ........................ -- -- 11,550 50,069
32,100 117,014
Sheldon S. Leppo ......................... -- -- 11,550 50,069
26,325 91,979
William Mansell .......................... -- -- 3,750 6,563
11,250 19,688
</TABLE>
The value of unexercised "in-the-money" was determined using the ending
market value of the Company's Class B Common Stock at November 30, 1998,
($6.44) 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.
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
AMEX
Plymouth Plymouth Market Value
Class A Class B S&P 500 Index
------- ------- ------- ------------
Nov. 93 $100.00 $100.00 $100.00 $100.00
Nov. 94 143.00 149.00 101.00 94.00
Nov. 95 189.00 190.00 138.00 117.00
Nov. 96 168.00 155.00 177.00 129.00
Nov. 97 116.00 84.00 227.00 148.00
Nov. 98 131.00 127.00 281.00 151.00
- - ----------
* $100 INVESTED ON 11/30/93 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDED NOVEMBER 30.
Note to Graph Above: Assumes $100 invested on November 30, 1993 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.
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 27, 1998
and reflects the impact of curtailment of the pension plan effective November
30, 1996.
ESTIMATE ANNUAL
NAME BENEFITS UPON RETIREMENT (1)
---- ----------------------------
MAURICE J. HAMILBURG .............................. $ 3,750
ALAN I. EISENBERG ................................. 1,500
SHELDON S. LEPPO .................................. 5,850
6 Executive Officers as a Group ................... 14,850
- - ------------
(1) Lifetime annual payments under pension plan.
CERTAIN TRANSACTIONS
Until April, 1998 the Company had a consulting arrangement with Joseph D.
Hamilburg, a director, pursuant to which Mr. Hamilburg was engaged to render
consulting services to the Company in the areas of sales, personnel and
administrative matters. During the fiscal year ended November 27, 1998, Mr.
Hamilburg was paid $55,152 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.
The Company has a consulting arrangement with Jane H. Guy, a director,
pursuant to which Ms. Guy has been engaged to render consulting services to
the Company. During the year ended November 27, 1998 Ms. Guy was paid $51,700
for such services. The Company believes that the amount paid to Ms. Guy would
be competitive with that which would be required to be paid to an outside
consultant with Ms. Guy's knowledge and experience.
MEETING ATTENDANCE; COMMITTEES
During fiscal year 1998 the Board of Directors held 8 meetings. All
directors were paid $500 for each meeting attended through March, 1998 and
$750 for each meeting attended from April, 1998 through the end of fiscal
1998. This same rate of compensation was paid for attendance at Board
Committee meetings. In addition, the Company's outside directors receive an
annual retainer of $8,000. 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 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 1998. The Compensation
Committee, which is comprised of non-employee Directors, held two meetings
during the past year attended by all members. The Compensation Committee
reviews the compensation of Executive Officers and makes recommendations with
respect thereto from time to time. Each director attended at least 75% of the
Board of Directors and respective committee meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of materials submitted to the Company, the Company
believes that during the past fiscal year no directors, officers or beneficial
owners of more than 10% of any class of equity securities of the Company
failed to file on a timely basis reports as required by Section 16(a) of the
Exchange Act.
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 2/26/99 CLASS OWNERSHIP
---- -------------- ------------- ---------- ---------
<S> <C> <C> <C> <C>
JANE H. GUY Class A Common 432,170(1)(2) 53.3% Direct
&
Indirect
Class B Common 400,889(1)(3) 31.4% Indirect
JOSEPH D. HAMILBURG Class A Common 472,242(2) 58.3% Direct
&
Indirect
Class B Common 465,664(3) 36.5% Direct
&
Indirect
MAURICE J. HAMILBURG Class A Common 478,063(2)(4)(5) 59.0% Direct
&
Indirect
Class B Common 495,034(3)(4)(5) 38.8% Direct
&
Indirect
MELVIN L. KEATING Class B Common 17,325(8) -- Direct
JAMES M. OATES Class B Common 25,325(8) -- Direct
EDWARD H. PENDERGAST -- -- -- --
DUANE E. WHEELER Class B Common 23,844(8) -- Direct
14 Officers and Directors Class A Common 480,228(6) 59.2% Direct
as a Group &
Indirect
Class B Common 681,077(7) 53.4% Direct
&
Indirect
- - ------------
(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, Maurice J. Hamilburg and Jane H. Guy are so shown by reason of their voting powers with
respect thereto. 1,364 of the shares shown as owned by Joseph D. Hamilburg are owned by him
directly; 1,314 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, 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) 5,700 shares (.7%) 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 Jane H. Guy, Joseph D. Hamilburg and
Maurice J. Hamilburg are life income beneficiaries;
(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 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 Jane H. Guy is the beneficiary;
(viii) 18,471 shares (2.3%) beneficially owned by the Plymouth Rubber Defined Benefit Pension
Plan and Trust, of which Joseph D. Hamilburg and Maurice J. Hamilburg are Trustees;
(ix) 25,007 shares (3.1%) 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 12,821 shares (1.6%) 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 D.
Hamilburg and Maurice J. 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, Maurice J. Hamilburg and Jane H. Guy 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.
1,550 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 47,952 of the shares shown as owned by Maurice J. Hamilburg are owned by each
directly; and 383,447 (30.1%) 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) 10,060 shares (.8%) beneficially owned by two separate trusts of which Maurice J.
Hamilburg is the beneficiary;
(iii) 220,794 shares (17.3%) beneficially owned by a trust of which Jane H. Guy, Joseph D.
Hamilburg and Maurice J. Hamilburg are life income beneficiaries;
(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 Jane H. Guy is the
beneficiary;
(vii) 23,510 shares (1.8%) beneficially owned by five grandchildren of the late Phyllis B.
Hamilburg, of which 11,252 shares are held by two children of Maurice J. Hamilburg, as to
which he disclaims beneficial ownership, and 12,258 shares are held by Jane H. Guy as
custodian for three of her children, as to which she disclaims any beneficial ownership.
(viii) 26,863 shares (2.1%) beneficially owned by Maurice J. Hamilburg;
(ix) 33,499 shares (2.6%) 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 (.8%) beneficially owned by a trust of which Joseph D. Hamilburg, Maurice J.
Hamilburg and Joel A. Kozol are Trustees and of which 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
(1.5%) are owned by the aforementioned Joseph M. Hamilburg Foundation and 14,207 shares (1.1%) and
30,213 shares (2.4%) 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 D. Hamilburg and
Maurice J. 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
Jane H. Guy have advised that they intend to vote the shares with respect to which they possess
voting power (478,063 shares-59.0%) in favor of the nominees for directors, and in favor of
PricewaterhouseCoopers LLP as auditors and against Proposal #3, the stockholder proposal.
Accordingly, passage and non-passage of these proposals, respectively, is assured.
(7) Includes an aggregate of 117,250 shares not actually owned, but subject to presently exercisable
options for the purchase of said number of shares.
(8) 17,125 of the shares shown as owned by Melvin L. Keating and 17,325 of the shares shown as owned by
James M. Oates, 5,775 of the shares shown as owned by C. Gerard Goldsmith and 5,775 of the shares
shown as owned by Duane E. Wheeler are not actually owned but are subject to presently exercisable
options to purchase same.
</TABLE>
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 27, 1998.
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 27, 1998 options
for 130,344 shares had been exercised, and 5,305 expired. 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, 98,175 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. As of November 27, 1998 options for the purchase of a
total of 259,876 shares under the 1992 Plan have been granted, with exercise
prices that range from $2.17 to $7.13, and 58,905 options have been exercised
and 99,765 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. During fiscal 1998 options to purchase 117,400 shares were granted. As
of November 27, 1998 options for the purchase of a total of 153,358 shares
under the 1995 Employee Plan have been granted, with exercise prices that
range from $4.25 to $7.49, and 8,100 options were cancelled, and 8,990 options
were exercisable.
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 1998, 51,975
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 27, 1998, options for the purchase of a total of 200 shares had been
exercised and a total of 80,650 shares, (adjusted for the 10% and 5% stock
dividends) with exercise prices that range from $6.75 to $6.81, were
exercisable.
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS
The persons named in the accompanying proxy card as attorneys and proxies
intend, unless otherwise instructed, to ratify the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company for the next
fiscal year. The Board of Directors has voted to approve
PricewaterhouseCoopers LLP to audit the accounts of the Company for the year
ending December 3, 1999. 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 PricewaterhouseCoopers 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.
PricewaterhouseCoopers 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.
PROPOSAL NO. 3
TO MAKE A FORMAL APPLICATION TO THE AMERCIAN STOCK EXCHANGE
TO WITHDRAW LISTING OF THE COMPANY'S CLASS B COMMON STOCK
SHARES (NON-VOTING) AND TO MAKE A FORMAL LISTING OF THE
COMPANY'S CLASS B COMMON STOCK SHARES ON THE
NASDAQ SMALLCAP MARKET (NSCM)
Dr. Ido E. Colantuoni, P.O. Box 28231, Washington, D.C. 20038 owner of
more than $2,000 of Plymouth Rubber Company, Inc. Class A Common Stock, has
given notice that he intends to present for action at the 1999 Annual Meeting
the following resolution:
RESOLVED: that the shareholders of the Plymouth Rubber Company, Inc.
(Company) assembled in the 1999 Annual Meeting in person and proxy, hereby
recommend the Board of Directors of the Company to take immediate action to
make a formal application to the American Stock Exchange to withdraw listing
of the Company's Class B Common Stock Shares (Nonvoting) and to make a formal
application for listing and the listing of the Class B Common Stock Shares on
the Nasdaq SmallCap Market (NSCM).
SUPPORTING STATEMENT: In the opinion of Dr. Ido E. Colantuoni the
recommended proposal will be in the best interest of the Company because it:
(1) will provide better market liquidity for the Class B shareholders; (2)
will foster a better and broader sponsorship of the Company; (3) will create
an improved market environment resulting from the continuous competition among
the NSCM market makers; (4) will improve the visibility of the Company and the
Class B Shares; (5) will create a more viable and efficient market resulting
in narrower spreads between bid and ask prices; (6) will improve the market
tone and market depth in the trading of the Class B Shares; (7) will enhance a
more realistic and fairer market for the Class B Shares; (8) will facilitate
the repricing of existing options, if necessary, and the pricing of new
options, when and if issued. In conclusion, as the result of a more
competitive system with the multi-market makers on the NSCM, the price of the
Class B Shares will better reflect the actual performance of the Company.
Market statistics on the Class B Shares clearly show a need to change the
market place for the shares and the Nasdaq SmallCap Market is the most
appropriate and best market to list and trade the Class B Common Shares.
The Board of Directors recommends a vote against this proposal.
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 2000
Annual Meeting must be received by the Company, for its consideration, on or
before November 19, 1999.
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.
March 30, 1999
<PAGE>
PLYMOUTH RUBBER COMPANY, INC.
CLASS A PROXY - Annual Meeting of Stockholders - April 23, 1999
The undersigned, a holder of Class A Common Stock of Plymouth Rubber
Company, Inc., hereby constitutes and appoints Jane H. Guy and David M. Kozol
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 23, 1999 at 9:00 a.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 OTHEREWISE INDICATED IT WILL BE VOTED IN FAVOR OF THE NOMINEES FOR
DIRECTOR, AND IN FAVOR OF ITEM 2 AND AGAINST ITEM 3.
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
-----------
\/ Please Detach and Mail in the Envelope Provided \/
A [X] Please mark your
votes as in this
example.
FOR WITHHELD
1. Election of [ ] [ ] To serve for a term of three (3) years:
Directors: Nominees: Jane H. Guy
Melvin L. Keating
James M. Oates
FOR all nominees listed at right,
except vote with held from the
following nominees (if any).
- - ------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the Company's Auditors
for the fiscal year ending December 3, 1999.
3. To act on a proposal submitted by a stockholder [ ] [ ] [ ]
requesting that the Board of Directors take immediate
action to make a formal application to the American Stock Exchange to
withdraw the listing of the Company's Class B Common Stock and to make a
formal application for listing these shares on the NASDAQ Small Cap Market
(NSCM) as more fully described in the accompanying Proxy Statement.
4. The transaction of such other business as may properly be brought before the
meeting or any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
PLEASE DATE. SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE PROMPTLY.
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.
