<PAGE>
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
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to /S/ 240.14a-11(c) or /S/ 240.14a-12
ARMOR ALL PRODUCTS CORPORATION
(Name of Registrant as Specified In Its Charter)
Dana T. Iapicca
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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:/1/
4) Proposed maximum aggregate value of transaction:
/1/Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
LOGO
ARMOR ALL PRODUCTS CORPORATION
6 LIBERTY
ALISO VIEJO, CA 92656
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 22, 1994
The Annual Meeting of Stockholders of Armor All Products Corporation, a
Delaware corporation (hereinafter called "Armor All" or the "Corporation"),
will be held at 10:00 A.M. on Friday, July 22, 1994 in Conference Rooms A and B
at One Post Street, 18th Floor, San Francisco, California 94104, to consider
and take action upon the election of seven directors, and such other business
as may properly come before the meeting or any adjournment thereof.
Holders of record of the Corporation's Common Stock at the close of business
on June 1, 1994 are entitled to receive notice of and to vote at the meeting.
To assure that your shares will be represented at the meeting, please
complete, sign, date and return the enclosed proxy promptly in the envelope
provided. You may revoke your proxy at any time before it is voted.
By Order of the Board of Directors
[SIGNATURE OF NANCY A. MILLER LOGO]
Nancy A. Miller
Vice President and Secretary
June 21, 1994
<PAGE>
ARMOR ALL PRODUCTS CORPORATION
6 LIBERTY
ALISO VIEJO, CA 92656
PROXY STATEMENT
This Proxy Statement is being mailed on or about June 21, 1994 to
stockholders of Armor All Products Corporation ("Armor All" or the
"Corporation") in connection with the solicitation of proxies by the Board of
Directors of the Corporation for use at the Annual Meeting of Stockholders to
be held on July 22, 1994, and at any adjournment thereof, pursuant to the
accompanying Notice of Meeting. Shares represented by a properly executed proxy
received by the Corporation in time to permit its use at the meeting will be
voted as indicated on the proxy. Stockholders may revoke the authority granted
by their proxies at any time before the exercise of the powers conferred
thereby by notice in writing delivered to the Secretary of the Corporation; by
submitting a subsequently dated proxy; or by attending the meeting, withdrawing
the proxy, and voting in person.
It is proposed that at the meeting action will be taken upon the election of
seven directors to hold office for the ensuing year. The Board of Directors
knows of no other business to come before the meeting. If any other business
should properly come before the meeting, the persons named on the enclosed
proxy will have discretionary authority to vote thereon in accordance with
their best judgment.
The cost of soliciting proxies will be borne by the Corporation. In addition
to solicitations by mail, officers and regular employees of the Corporation may
solicit proxies personally or by telephone, telegraph or other means without
additional compensation. Arrangements will also be made with banks, brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
material to the beneficial owners of stock held of record by such persons, and
the Corporation will, upon request, reimburse them for their reasonable
expenses in so doing.
At the close of business on June 1, 1994, there were outstanding and entitled
to vote at the meeting 21,172,986 shares of Common Stock. Each share of stock
outstanding on such date entitles the stockholder of record to one vote on all
matters submitted at the meeting. The presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast
will constitute a quorum for the transaction of business at the meeting.
Abstentions and broker non-votes will be counted for purposes of determining
the presence or absence of a quorum. If a quorum is present, a plurality of the
votes cast at the meeting is required for the election of directors. Any other
matter submitted to stockholders for approval would require the affirmative
vote of a majority of the aggregate number of shares present at the meeting and
entitled to vote on the matter. Thus, an abstention has the same practical
effect as a negative vote, but a broker non-vote has no effect.
Participants in the Corporation's Profit-Sharing Investment Plan are entitled
to instruct the Plan trustee, on a confidential basis, how to vote all shares
of Armor All Common Stock allocated to their accounts under the Plan and will
receive a separate voting instruction card for that purpose. All shares as to
which the trustee receives no voting instructions from participants will be
voted by the trustee in the same proportion as shares as to which instructions
are received.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of June 1, 1994, with respect
to the only persons known by the Corporation to be the beneficial owners of
more than five percent of its outstanding Common Stock, which is the
Corporation's only class of voting securities.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------------- --------
<S> <C> <C>
McKesson Corporation........................... 11,975,000 56.6
One Post Street Sole voting and
San Francisco, CA 94104 investment power
Ariel Capital Management, Inc.................. 2,291,420(1) 10.8
307 North Michigan Ave.
Chicago, IL 60601
</TABLE>
- - - --------
(1) This information is based on an amendment to a Schedule 13G filed with the
Securities and Exchange Commission, reporting that as of December 31, 1993,
Ariel Capital Management, Inc., a registered investment adviser, had sole
voting power as to 1,574,420 shares, shared voting power as to 191,200
shares, and sole dispositive power as to 2,291,420 shares.
McKesson Corporation ("McKesson") intends to vote its shares in favor of the
nominees for election to the Board of Directors listed herein. Since the
holders of Common Stock do not have cumulative voting rights and since
McKesson's shares represent more than 50% of the outstanding shares of Common
Stock entitled to be voted at the meeting, McKesson will be able to elect the
entire Board of Directors.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table indicates as to each director and each of the executive
officers named in the Summary Compensation Table and as to all directors and
officers as a group, the number of shares and percentage of the Corporation's
Common Stock beneficially owned as of June 1, 1994:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OWNERSHIP(1)
---- -----------------
<S> <C>
William A. Armstrong................................... -0-
Jon S. Cartwright...................................... 4,000(2)
Kenneth M. Evans....................................... 80,085(2)(3)
David L. Mahoney....................................... -0-
David E. McDowell...................................... -0-
Karen Gordon Mills..................................... -0-
Joseph A. Sasenick..................................... 6,000(2)
Alan Seelenfreund...................................... -0-
Michael A. Caron....................................... 42,741(2)(3)
Steven L. Kliff........................................ 12,814(2)(3)
Mervyn J. McCulloch.................................... 22,188(2)(3)
All Directors and Officers as a Group (19 persons)..... 335,488(2)(3)
</TABLE>
2
<PAGE>
- - - --------
(1) Unless otherwise indicated, the nature of beneficial ownership for all
shares is sole voting and investment power (or with voting and investment
power shared with a spouse). The shares represent less than 1% of the
outstanding shares for every person, and 1.6% for all directors and
officers as a group.
(2) Includes shares that may be acquired within 60 days after June 1, 1994
through the exercise of stock options granted under the Corporation's 1986
Stock Option Plan, as follows: Mr. Evans, 45,000 shares; Mr. Caron, 28,513
shares; Mr. Kliff, 5,813 shares; Mr. McCulloch, 10,250 shares; Mr.
Cartwright, 4,000 shares; Mr. Sasenick, 4,000 shares; and all directors and
officers as a group, 214,102 shares.
(3) Includes shares held under the Corporation's Profit-Sharing Investment Plan
and as to which the participant has sole voting but no investment power, as
follows: Mr. Evans, 885; Mr. Caron, 2,268; Mr. Kliff, 1; Mr. McCulloch,
1,118; and all directors and officers as a group, 14,340; 34,200 shares
subject to possible forfeiture granted to Mr. Evans, 8,600 to Mr. Caron,
7,000 to Mr. Kliff, 10,000 to Mr. McCulloch, and 91,200 shares to all
directors and officers as a group under the Corporation's 1988 Restricted
Stock Plan; 500 shares as to which a member of the group disclaims
beneficial ownership; 600 shares owned by Mr. McCulloch's spouse; and 500
shares held in a family trust by a member of the group, as to which the
holder and his spouse have shared voting and investment power.
ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of proxy,
unless authorization to do so is withheld, to vote for the election of the
seven nominees named below, to serve as directors until the next annual meeting
of stockholders and until their successors shall have been elected and
qualified. If any nominee should be unavailable for election, an event which is
not presently anticipated, the proxies will be voted for the election of such
other person or persons as shall be determined by the persons named in the
enclosed form of proxy in accordance with their judgment, or the number of
authorized directors may be reduced.
Following is information concerning the nominees for election at the meeting.
Each nominee has consented to being named in this Proxy Statement and to serve
if elected. On March 21, 1994 the Board of Directors amended the Bylaws to
increase the size of the Board to eight members, and on that date elected Karen
Gordon Mills to fill the vacancy created by the increase. Joseph A. Sasenick,
who has served as a director since 1990, has informed the Board that he will
not be a nominee for re-election at this year's Annual Meeting. Accordingly, on
May 17, 1994, the Board of Directors amended the Bylaws to reduce the size of
the Board to seven members to take effect immediately preceding the election of
directors at the Annual Meeting. All other nominees are currently serving as
directors and were elected by the stockholders at the 1993 Annual Meeting. Ages
shown are as of June 1, 1994.
WILLIAM A. ARMSTRONG
Age 52. Vice President Human Resources and Administration of McKesson since
April 1, 1993; Vice President Administration from January 1992 to April 1993;
Vice President from July 1991 until January 1992; Executive Assistant to the
Office of the Chief Executive from April 1990 until January 1992; Staff Vice
President of Management Development from 1988 to April 1990. Mr. Armstrong has
been a director of the Corporation since 1991 and is a member of the
Compensation Committee.
3
<PAGE>
JON S. CARTWRIGHT
Age 57. Executive Director of the Center for Telecommunications Management, a
nonprofit research and education center affiliated with the University of
Southern California Graduate School of Business Administration, since January
1990 and Professor of Management and Organization at the USC Graduate School of
Business Administration since January 1991. Corporate Resident Manager of
International Business Machines Corporation (IBM) from 1987 to 1990. Mr.
Cartwright has been a director of the Corporation since 1993 and is a member of
the Audit and Compensation Committees.
KENNETH M. EVANS
Age 52. President and Chief Executive Officer since April 1991. Group Vice-
President of the Do-it-Yourself Products Group of L. & F. Products, a
subsidiary of Eastman Kodak, from 1989 to April 1991; President of the Thompson
& Formby Division of L. & F. Products from 1985 to 1989. Mr. Evans has been a
director of the Corporation since 1991. He is also a director of the O'Brien
Corporation.
DAVID L. MAHONEY
Age 39. Vice President Strategic Planning of McKesson since July 1990;
formerly a Principal (from 1987 to 1990) of McKinsey & Company, an
international management consulting firm. Mr. Mahoney has been a director of
the Corporation since 1992.
DAVID E. MCDOWELL
Age 51. Chairman of the Board since April 1992. President and Chief Operating
Officer of McKesson since January 1992. Vice President and General Manager,
Quality and Chief Information Officer of International Business Machines
Corporation (IBM) from November 1990 until January 1992; President of IBM's
National Service Division from July 1987 until November 1990. Mr. McDowell has
been a director of the Corporation since 1992 and is Chairman of the
Compensation Committee and a member of the Audit Committee. He is also a
director of McKesson.
KAREN GORDON MILLS
Age 40. President of MMP Group, Inc., a management company providing
consulting and investment banking services, since 1993; Managing Director and
Chief Operating Officer, Industrial Group, E. S. Jacobs & Company, a principal
investing firm, from 1983 to 1993. Director of Triangle Pacific Corp. and
Chairman of Radcliffe Partners. Ms. Mills was elected a director of the
Corporation on March 21, 1994.
ALAN SEELENFREUND
Age 57. Chairman of the Board and Chief Executive Officer of McKesson since
November 1989; Executive Vice President of McKesson from November 1986 to
November 1989. Mr. Seelenfreund has been a director of the Corporation since
1986. He is also a director of McKesson and Pacific Gas and Electric Company.
4
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the federal securities laws, the Corporation's Directors, its executive
officers and any persons holding (as defined in the rules and regulations of
the Securities and Exchange Commission) more than ten percent of the
Corporation's Common Stock are required to report their initial ownership of
the Corporation's Common Stock and any subsequent changes in that ownership to
the Securities and Exchange Commission (the "Commission"), the NASDAQ Stock
Market and the Corporation. For fiscal year 1994, these filing requirements
were satisfied, except that McKesson, which holds more than ten percent of the
Corporation's Common Stock, had one late Form 4 filing for one transaction. In
making this disclosure, the Corporation has relied solely on written
representations of its Directors and executive officers and its ten percent
holders and/or copies of the reports that they have filed with the Commission.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has designated two standing committees--an Audit
Committee and a Compensation Committee. The members of each standing committee
are appointed by the Board of Directors and serve a term coexistent with that
of the Board that appointed such committee.
The Audit Committee, comprised of three directors, held three meetings during
the year ended March 31, 1994. The Audit Committee recommends to the Board the
retention or discharge of the Corporation's independent auditors and reviews
the scope, extent and procedures of the audit and the fees to be paid therefor.
The Committee also reviews the audit results, and approves the audited
financial statements and recommends to the Board their inclusion in the annual
report to stockholders; consults with the independent auditors, the internal
auditors and management on the adequacy of internal accounting controls; and
performs such other functions as may be necessary in the efficient discharge of
its duties.
The Compensation Committee, comprised of three directors, held five meetings
during the year ended March 31, 1994. The Compensation Committee serves as the
administrative committee for the Corporation's stock option plan, restricted
stock plan, deferred compensation plan, and all other incentive plans; reviews
and makes recommendations to the Board with respect to the salary and other
terms and conditions of employment of the Chief Executive Officer and approves
salaries and other terms and conditions of employment of all other officers and
of other employees of the Corporation above specified salary grades, and
examines and makes recommendations to the Board regarding the Corporation's
overall compensation program for managerial level employees.
The Board of Directors held seven meetings during the year ended March 31,
1994. Attendance at Board and Committee meetings combined averaged
approximately 95%. Each director, except for Messrs. Mahoney and Seelenfreund,
attended more than 75% of the combined total meetings of the Board and
Committees of the Board on which the director served at any time during the
year.
The Board of Directors will consider nominees for director recommended by
stockholders. Any stockholder who wishes to recommend a nominee should submit
the recommendation in writing to the Vice President and Secretary of the
Corporation, c/o McKesson Corporation, One Post Street, San Francisco, CA
94104.
5
<PAGE>
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Corporation or of McKesson
receives an annual retainer of $12,000, payable quarterly; a stipend of $750
for each Board or Committee meeting attended; and reimbursement for all
expenses incurred in attending such meetings. Directors who are employees of
the Corporation or of McKesson receive no additional compensation for their
services as members of the Board or any Board committee. In addition, the
nonemployee directors also receive nonqualified stock options under the
provisions of the 1986 Stock Option Plan, which provide that each nonemployee
director, on the date of the Annual Meeting of Stockholders at which he or she
is first elected to the Board, is to receive an option to purchase 5,000 shares
of Common Stock, which is immediately exercisable in full but expires in five
equal annual installments. On the date of each subsequent annual meeting, each
continuing nonemployee director automatically receives an option to purchase an
additional 1,000 shares, which is immediately exercisable in full. Subject to
the above-mentioned expiration provisions, the term of each option is five
years.
Under the Corporation's Deferred Compensation Administration Plan (the
"DCAP"), any director entitled to compensation for services as a director may
make an irrevocable election to defer receipt of all or a portion of his or her
annual retainer and meeting fees (but not less than $5,000), until such person
ceases to be a director or attains age 65, whichever is later, or at such other
time as is specified by the director, after which payments are made in any
number of approximately equal annual installments over such period of years,
not exceeding fifteen, as is elected by the director. In the event of a change
in control of the Corporation (as defined in the DCAP) deferred funds shall be
distributed immediately upon the effective date of the change. One director
currently participates in the DCAP.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
David E. McDowell, Chairman of the Compensation Committee, is President and
Chief Operating Officer and a Director of McKesson, and William A. Armstrong, a
member of the Committee, is Vice President Human Resources and Administration
of McKesson. The third member of the Committee, Jon S. Cartwright, is an
outside director. (See the discussion of Certain Relationships and Related
Transactions on page 16.)
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation Committee (the "Committee") of the Board of Directors. The
Committee is composed of three directors. Two are officers of McKesson and one
is an independent outside director. The Committee is responsible for
administering the Corporation's stock option and restricted stock plans,
reviewing and making recommendations to the full Board with respect to the
salary, incentive compensation and other terms and conditions of employment of
the Chief Executive Officer and approving salaries, incentive compensation and
other terms and conditions of employment of the other executive officers named
in the Summary Compensation Table (the "executive officers") and other officers
and key employees of the Company in and above specified salary grade levels.
The following report was prepared by the members of the Committee (whose
names appear at the end of the report) to provide the Corporation's
stockholders with an explanation of Armor All's compensation policies, and the
criteria used in designing compensation programs and setting compensation
levels for the executive officers, and specifically, the compensation of the
Chief Executive Officer during fiscal year 1994.
6
<PAGE>
In its deliberations concerning compensation of executive officers, the
Committee considers the following factors: (1) the Corporation's performance in
comparison with previously set objectives and against prior year's achievement,
(2) the individual performance of each executive officer, (3) a number of
comparative compensation surveys, which are supplied by professional
compensation consultants approved by the Committee and retained by the
Corporation for this purpose, and other material concerning compensation levels
and stock grants at similar companies, such as compensation information
disclosed in the proxy statements of other companies, (4) the overall
competitive environment for executives and the level of compensation needed to
attract and retain executive talent, and (5) the recommendations of
professional compensation consultants. Companies used in comparative analyses
for executive compensation purposes are selected with the assistance of
professional compensation consultants. Such companies represent a broad cross-
section of consumer product companies and are selected based on a variety of
factors including similarity in financial attributes, size and complexity to
the Corporation. The companies used in comparative analyses for executive
compensation purposes include some of the companies in the Peer Group Index
used in the Performance Graph, as well as other companies. The Committee relies
on a broad array of companies in various industries for comparative analysis of
executive compensation because it believes that the Corporation's competitors
for executive talent are more varied than the companies included in the Peer
Group Index chosen for comparing stockholder return in the Performance Graph.
The Corporation's compensation program is designed to enhance stockholder
value by linking a large part of the executives' compensation directly to
performance. The objective is to provide base salary for executives at
approximately the 60th percentile for executives at similar companies, while
providing an opportunity to achieve total compensation (including base salary,
annual bonus and long-term incentives) at the 75th percentile or above for
exceptional performance.
Components of Compensation
The Corporation's compensation package consists of base salary, a short-term
incentive plan, and long-term incentives (stock and cash). Base pay is reviewed
annually. Actual base salary is based on individual performance, competitive
pay practices and level of responsibility. Competitive pay practices are
determined through job evaluation and market comparisons. The fiscal year 1994
salaries of executive officers were determined primarily on the basis of each
executive officer's performance and responsibility, the Corporation's
performance, and competitive salary level market data. Increases in fiscal year
1994 salaries reflected the Committee's determination that compensation levels
should be increased to remain competitive, given each executive officer's
performance, the Corporation's performance in fiscal year 1994 and the
competitive environment for executive talent.
The Short-Term Incentive Plan ("STIP") rewards participants for reaching
profit targets related to required rates of return. For fiscal year 1994, the
measures included goals for pre-tax income at specified levels of investment.
Individual executives' target values vary by level of responsibility, are set
at a percentage of base salary and are competitive with those paid to executive
officers at companies in the comparison group. The annual incentive award an
executive officer is eligible to receive can range from zero to three times the
incentive award percentage assigned to his or her position. The incentive award
percentages assigned to the executive officers range from 30% to 60% of salary.
Actual awards to the executive officers for fiscal year 1994 depended on the
degree to which the Corporation achieved its target income objectives and the
extent to which the executive officer was judged to have contributed to the
overall results.
7
<PAGE>
The Corporation has three executive compensation plans to help achieve long-
term performance objectives. The three plans are the Stock Option Plan, the
Restricted Stock Plan and the Long-Term Incentive Plan ("LTIP"). For the Chief
Executive Officer, a long-term incentive value of 15% of salary is provided by
stock options; 20% by restricted stock and 30% by cash awards under the LTIP.
For executive officers other than the Chief Executive Officer, a long-term
incentive value of 20% of salary is provided by stock options; 13% by
restricted stock and 20% by cash awards under the LTIP. The LTIP provides cash
awards based solely on the Corporation's results over three-year periods. Goals
for this plan are set annually for the successive three-year period. These
goals are designed to focus an executive officer's attention on long-term
growth balanced with return to stockholders. The measures of financial
performance currently in use are profit before tax in excess of 25% return on
assets employed. The LTIP awards to the executive officers for the three-year
period ended March 31, 1994 reflected the Corporation's achievement of 150% of
the LTIP targets. The LTIP is being discontinued and no further awards will be
made after the current performance periods are completed in fiscal year 1995.
The Corporation's 1986 Stock Option Plan is designed to strengthen the link
between the interests of shareholders and management. Stock options are
generally granted annually and provide executives a ten-year period, subject to
specified vesting requirements, to purchase shares of Common Stock at the full
market price of the stock on the day the option is granted. Annual grants are
generally equal to the target percent of pay described above modified by
performance. In addition, the Committee considers the size of prior grants, but
does not take into account the number of options currently held by an executive
officer in determining annual award levels. The number of options needed to
provide the target percent of pay is determined by use of the Black-Scholes
model for valuing stock options. In fiscal year 1994, option grants were
proportionately reduced compared to option grants in the prior year which had
been increased by fifty percent.
The Corporation's 1988 Restricted Stock Plan was established to provide
strong incentive for highly qualified executives to remain with the Corporation
as well as to strengthen their link to shareholders through increased stock
ownership. Grants of restricted stock are considered annually. In fiscal year
1994, the stockholders voted to extend the duration of the Restricted Stock
Plan and to increase the shares authorized for future awards under the plan.
The current general practice is for restrictions to lapse only if performance
goals are met during a four-year period. The measure used to determine if
restrictions will lapse on the performance-based shares awarded in fiscal year
1994 will be the compounded increase in profit before tax over a four-year
period.
The Corporation has not yet adopted a policy regarding the recently enacted
$1 million annual limitation on the federal income tax deductibility of
compensation paid to any executive officer. However, it has been determined
that the new limitations did not impact the Corporation in fiscal year 1994. At
the present time, there are no executive officers whose compensation meets or
exceeds the $1 million annual limit nor is it expected that an executive
officer will reach this limit in fiscal year 1995.
Compensation of Kenneth M. Evans, Chief Executive Officer
During fiscal year 1994, the Committee reviewed Mr. Evans' performance and
made recommendations to the Board concerning his base salary and STIP award and
approved his stock option and restricted stock awards using the same criteria
that were used to determine salaries and incentive compensation levels for the
executive officers discussed at the beginning of this report. Mr. Evans'
compensation for fiscal year 1994 is shown in the Summary Compensation Table on
page 12.
8
<PAGE>
The Corporation's performance in fiscal year 1994 reflected strong
improvement over the prior year and against aggressive performance goals that
had been set. Revenues and profits increased over fiscal year 1993 and the
international business exceeded performance targets. Customer acceptance of
three new products exceeded expectations. A long-term strategic goal was
achieved by establishing the Home Care product division which accounted for
incremental revenues in its first year of operation. Mr. Evans received a 5.6%
increase in base salary during the period. His STIP award represented 50% of
his annual compensation and reflected the difficulty in the attainment of the
goals set for the Corporation during the year and his success in achieving
those goals. Mr. Evans received an LTIP award for the three-year period ending
March 31, 1994 based upon the Corporation's exceeding performance targets
during the period. Mr. Evans' stock option award was based on the Committee's
assessment of his overall performance and on the Committee's philosophy that
stock ownership by management aligns management's interests more closely with
those of the Corporation's shareholders. Mr. Evans received two restricted
stock grants in fiscal year 1994. A special restricted stock grant of 12,500
shares was awarded in recognition of Mr. Evans' significant assistance in the
offering by the Corporation of 5,175,000 shares of its stock and the successful
marketing of a $180,000,000 exchangeable debenture offering by McKesson
Corporation, which debentures are exchangeable for shares of Armor All Common
Stock owned by McKesson. The restrictions on these shares lapse as to 25% of
the shares on each of the first through fourth anniversaries after the date of
grant. The restrictions on the second restricted stock grant of 6,300 shares
lapse dependent upon the achievement of stretch goals in compound growth in
profit before tax.
It is the Committee's view that Mr. Evans' total fiscal year 1994
compensation package was based on an appropriate balance of (1) the
Corporation's performance, (2) his own contributions, and (3) competitive
standards.
The Compensation Committee
David E. McDowell, Chairman
William A. Armstrong
Jon S. Cartwright
9
<PAGE>
PERFORMANCE GRAPHS
Set forth below is a line graph comparing the performance of the
Corporation's Common Stock during the period April 1, 1989 through March 31,
1994 with the NASDAQ Stock Market Index, and a peer group comprised of the
following nineteen consumer products companies: Alberto-Culver Company, Church
& Dwight Co., Inc., Eljer Industries, Inc., First Brands Corporation, Kimball
International, Inc., Lancaster Colony Corporation, La-Z-Boy Chair Company,
National Presto Industries, Inc., NCH Corporation, Neutragena Corporation,
Oneida Ltd., Pratt & Lambert, Inc., Royal Appliance Mfg. Co., RPM, Inc., The
Scotts Company, Stanhome Inc., The Valspar Corporation, WD-40 Company, and
Wynn's International, Inc. The Corporation is not included in the peer group.
Total Return Indices reflect reinvested dividends and are weighted on a market
capitalization basis at the time of each reported data point. The stock price
performance depicted in the performance graphs shown below is not necessarily
indicative of future price performance.
FIVE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG ARMOR ALL, NASDAQ COMPOSITE AND PEER GROUP
<CAPTION>
Measurement Period NASDAQ
(Fiscal Year Covered) ARMOR ALL COMPOSITE PEER GROUP
- - - ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
03/31/89 $100.00 $100.00 $100.00
FYE 03/31/90 $ 83.98 $108.97 $117.24
FYE 03/31/91 $ 65.27 $124.46 $136.99
FYE 03/31/92 $ 72.71 $158.59 $161.82
FYE 03/31/93 $118.75 $182.12 $168.58
FYE 03/31/94 $124.71 $195.65 $171.38
</TABLE>
*Assumes $100 Invested in Armor All Common Stock and in each index on
March 31, 1989 and that all dividends are reinvested.
10
<PAGE>
The Corporation has been under the direction of new management since April
15, 1991, and as the graph below demonstrates, the Corporation's Common Stock
has outperformed the broad NASDAQ Stock Market Index and its peer group since
the beginning of fiscal year 1993.
THREE YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN
AMONG ARMOR ALL, NASDAQ COMPOSITE AND PEER GROUP
<CAPTION>
Measurement Period NASDAQ
(Fiscal Year Covered) ARMOR ALL COMPOSITE PEER GROUP
- - - ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
03/31/91 $100.00 $100.00 $100.00
FYE 03/31/92 $111.40 $127.42 $118.13
FYE 03/31/93 $181.94 $146.33 $123.06
FYE 03/31/94 $191.07 $157.20 $125.10
</TABLE>
*Assumes $100 Invested in Armor All Common Stock and in each index on
March 31, 1991 and that all dividends are reinvested.
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation for
services in all capacities for the last three fiscal years for the Chief
Executive Officer and the other three individuals who served as executive
officers of the Corporation as of March 31, 1994.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- ------------------- --------
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARDS OPTIONS/ PAYOUTS SATION
POSITION(1) YEAR ($) ($) ($)(2)(3) ($)(4) SARS (#) ($) ($)(3)(5)
- - - ------------------ ---- ------ ----- --------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth M. Evans, 1994 $285,000 $290,000 -- $347,900 15,000 $112,500 $32,508
President and 1993 269,167 330,000 -- 175,000 30,000 0 28,858
CEO 1992 240,705 340,000 -- 57,375 60,000 0 --
Michael A. Caron, 1994 163,600 54,000 -- 43,050 3,000 56,900 21,332
Senior Vice 1993 158,600 84,500 -- 43,750 8,250 50,200 18,518
President and 1992 151,800 60,000 -- 21,250 7,500 0 --
President of Armor
All International --
Steven L. Kliff, 1994 158,250 70,000 -- 61,500 5,000 -- 9,368
Senior Vice
President
Consumer
Products(6) --
Mervyn J. 1994 179,000 72,000 -- 61,500 5,000 60,100 23,268
McCulloch, 1993 170,000 125,000 -- 52,500 13,200 52,500 20,223
Executive Vice 1992 160,300 75,000 -- 21,250 5,800 0 --
President and
Chief Financial
Officer
</TABLE>
- - - --------
(1) Mr. McDowell, who serves as Chairman of the Board of the Corporation,
receives no compensation from the Corporation.
(2) The aggregate amount of perquisites and other personal benefits paid to
each of the named executive officers for fiscal year 1994 did not exceed
the lesser of 10% of such officer's total annual salary and bonus or
$50,000, and such amounts are not included in the table.
(3) Under the Securities and Exchange Commission's transition rules, no
disclosure is required prior to fiscal year 1993.
(4) Of the restricted shares awarded in fiscal year 1994, all were performance-
based, except for 12,500 shares awarded to Mr. Evans, which will be
released in annual increments of 25% beginning one year after the date of
the award, provided that Mr. Evans is still in the employ of the
Corporation on the dates on which the restrictions lapse. The remaining
restricted shares awarded in fiscal year 1994 are performance-based and
will be released at the end of fiscal year 1998 if the Corporation attains
a specified
12
<PAGE>
goal of compounded growth in profit before tax for the four-year period
fiscal year 1995 through fiscal year 1998. All shares awarded in fiscal year
1993 were performance-based and the restrictions will lapse at the end of
fiscal year 1997 if the Corporation meets specified financial goals. Shares
awarded in fiscal year 1992 will be released four years after grant if the
officer is still employed by the Corporation at the end of the restriction
period. Dividends are paid on the shares at the same rate as paid to all
other stockholders. The 1988 Restricted Stock Plan provides that, in the
event of a change in control of the Corporation or of McKesson (as defined
in the plan), all restrictions on outstanding restricted stock grants shall
immediately lapse. As of March 31, 1994, the number of shares of restricted
stock outstanding to each named executive officer and the market value of
the shares, respectively, were as follows: Mr. Evans, 34,200 and $658,350;
Mr. Caron, 8,600 and $165,550; Mr. Kliff, 7,000 and $134,750; and Mr.
McCulloch, 10,000 and $192,500.
(5) For fiscal year 1994, includes the aggregate value of (i) the Corporation's
matching stock contributions under the Profit-Sharing Investment Plan
("PSIP"), a plan designed to qualify as an employee stock ownership plan
under the Internal Revenue Code (the "Code"), allocated to the accounts of
the named executive officers, as follows: Mr. Evans, $5,554; Mr. Caron,
$5,449; Mr. Kliff, $22; and Mr. McCulloch, $5,491; (ii) employer matching
cash contributions under the Supplemental PSIP, an unfunded, nonqualified
plan established because of limitations on annual contributions to the PSIP
contained in the Code, as follows: Mr. Evans, $16,586; Mr. Caron, $5,290;
and Mr. McCulloch, $7,343; and (iii) stock contributions made by McKesson
Corporation to the named executives' ESOP accounts under the McKesson PSIP,
as follows: Mr. Evans, $10,368; Mr. Caron, $10,593; Mr. Kliff, $9,346; and
Mr. McCulloch; $10,434. In addition, the fiscal year 1993 amounts shown
have been restated to include the components specified above for fiscal
year 1994.
(6) Mr. Kliff became an executive officer on August 17, 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
------------------------------------------- ----------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION GRANT DATE
NAME (#)(1) YEAR ($/SH) DATE PRESENT VALUE(2)
---- ------------ ---------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Kenneth M. Evans........ 15,000 14.86% $20.50 1/18/04 $108,548
Michael A. Caron........ 3,000 2.97 20.50 1/18/04 21,710
Steven L. Kliff......... 5,000 4.95 20.50 1/18/04 36,183
Mervyn J. McCulloch..... 5,000 4.95 20.50 1/18/04 36,183
</TABLE>
- - - --------
(1) During fiscal year 1994, options to purchase an aggregate of 100,950 shares
were granted to 67 optionees at option prices ranging from $16.375 to
$20.50 with a weighted average option price of $20.05. All options granted
to employees are for ten-year terms and are granted at fair market value
and exercisable in installments of 25% per year beginning one year after
the date of grant. Optionees may satisfy the exercise price by submitting
currently owned shares and/or cash. Income tax withholding obligations may
be satisfied by electing to have the Corporation withhold shares otherwise
issuable under the option with a fair market value equal to such
obligations. The Corporation has not granted any stock appreciation rights.
13
<PAGE>
(2) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of 35.3% for the options set forth in this table. The assumptions
used in calculating the reported value include: stock volatility 43%;
interest rate 4.71%; annual dividend $0.64; exercise period 10 years;
vesting 25% per year; exercise period at retirement 36 months; grant
frequency annually. The Corporation does not believe that the Black-Scholes
model, or any other model, can accurately determine the value of an option.
Accordingly, there is no assurance that the value realized by an executive,
if any, will be at or near the value estimated by the Black-Scholes model.
Future compensation resulting from option grants is based solely on the
performance of the Corporation's stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FY-END (#) FY-END ($)(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(2) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth M. Evans........ -0- -0- 37,500 67,500 $266,250 $293,750
Michael A. Caron........ -0- -0- 31,013 14,237 172,907 55,468
Steven L. Kliff......... -0- -0- 5,813 16,437 30,845 41,156
Mervyn J. McCulloch..... -0- -0- 10,250 19,150 67,766 55,397
</TABLE>
- - - --------
(1) Options are "in-the-money" if on March 31, 1994 the market price of the
Common Stock ($19.25) exceeded the exercise price of such options. The
value of such options is calculated by determining the difference between
the aggregate market price of the Common Stock covered by the options on
March 31, 1994 and the aggregate exercise price of such options.
(2) None of the named executive officers exercised stock options in fiscal year
1994.
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Corporation's employment agreements with Mr. Evans, which expired on
April 15, 1994, and with Mr. Kliff, which expired in September 1993, provided
for annual salaries at the rates in effect as of the date of commencement of
the agreements or such higher salaries from time to time approved by the Board
plus such additional compensation voted to them yearly by the Board. Mr. Evans'
agreement also provided for a minimum award under the Corporation's Short-Term
Incentive Plan of $100,000 per year for the first two years of the agreement.
In addition, Mr. Evans has been designated a participant in certain employee
benefit plans of McKesson.
Since it is no longer the Corporation's practice to enter into employment
agreements with its executive officers, as of April 1, 1994 it entered into
termination agreements with Messrs. Evans, Kliff and McCulloch providing for
payment of severance benefits upon their termination of employment following a
"change in control" of the Corporation (defined in the agreements as the
occurrence of certain specified events). The agreements, which will remain in
effect until terminated by the Compensation Committee (or by the Board of
Directors, in the case of Mr. Evans' agreement), provide for the payment of
benefits upon a change in
14
<PAGE>
control of the Corporation or of McKesson and actual or constructive
termination of employment within two years of such change. In the event of
termination of employment under the agreements, the Corporation shall pay to
the executive as severance pay in a cash lump sum an amount equal to 2.99 times
his "severance pay base", subject to adjustment as described below. "Severance
pay base" means the executive's "base amount" determined under Section 280G of
the Internal Revenue Code. The amount of severance benefits paid shall be no
higher than the amount that is not subject to disallowance of deduction under
Section 280G of the Internal Revenue Code. Accrual of service for Mr. Evans
would continue under the McKesson Executive Benefit Retirement Plan and he
would continue to participate in the McKesson Executive Medical Plan and
Executive Survivor Benefits Plan for a minimum of twelve months, plus one month
for each year of service with a maximum benefit of twenty-four months.
RETIREMENT PLAN
Employees of the Corporation participate in the McKesson Corporation
Retirement Plan (the "McKesson Plan"). The costs of participation in the
McKesson Plan are paid by the Corporation.
The table below illustrates, as of March 31, 1994, the estimated annual
benefits payable upon retirement at age 65 under the McKesson Plan in the
specified compensation and years-of-service classifications. The benefits are
computed as single life annuity amounts.
<TABLE>
<CAPTION>
FIVE YEAR YEARS OF SERVICE
AVERAGE -------------------------------
COMPENSATION 15 20 25 30
- - - ------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$150,000...................................... $29,677 $39,569 $49,461 $59,353
200,000...................................... 40,177 53,569 66,961 80,353
300,000...................................... 42,114 56,152 70,189 84,227
400,000...................................... 42,114 56,152 70,189 84,227
500,000...................................... 42,114 56,152 70,189 84,227
600,000...................................... 42,114 56,152 70,189 84,227
700,000...................................... 42,114 56,152 70,189 84,227
</TABLE>
Annual benefits are generally equal to a percentage of final average pay
(averaged over the highest consecutive five-year period out of the last 15
years of service preceding retirement) up to Covered Compensation (the average
of the Social Security wage bases over the 35 year period ending with the year
the participant attains or will attain Social Security Retirement Age) plus a
percentage of final average pay exceeding Covered Compensation, the total of
which is multiplied by years of creditable service up to a maximum of 30 years.
Compensation covered under the McKesson Plan is defined as base pay plus
overtime and/or annual bonus as disclosed in the Summary Compensation Table for
the named executive officers.
As of March 31, 1994, the following individuals had the number of years of
creditable service indicated: Mr. Evans, 3 years, Mr. Caron, 9 years, Mr.
Kliff, 3 years and Mr. McCulloch, 4 years.
Mr. Evans also participates in the McKesson Corporation 1984 Executive
Benefit Retirement Plan (the "EBRP"). The benefit under the EBRP is a
percentage of final average pay based on years of service or is determined by
the Board of Directors. The maximum benefit is 60% of final average pay. The
total paid under the EBRP is not reduced by Social Security benefits but is
reduced by those benefits payable on a single life basis under the McKesson
Plan. Based on retirement at age 65, the annual combined benefit payable to Mr.
Evans under the McKesson Plan and the EBRP would be approximately $292,297.
15
<PAGE>
INDEBTEDNESS OF EXECUTIVE OFFICER
During fiscal year 1994 the Corporation extended to Mr. Kliff a loan in the
principal amount of $520,000, due two years after the date of the loan, with
interest payable monthly at the rate of 3.875% during the initial six-month
period, and thereafter to be adjusted according to a schedule set forth in the
loan. The loan to Mr. Kliff was to refinance the mortgage on his residence, and
the loan is secured by a deed of trust on that property. Mr. Kliff's maximum
aggregate indebtedness during fiscal year 1994 and the amount outstanding at
March 31, 1994 was $520,000. No other director or executive officer was
indebted to the Corporation in an amount in excess of $60,000 during fiscal
year 1994.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 1, 1986, the Corporation entered into a Services Agreement, (the
"Agreement") with McKesson, of which Messrs. McDowell and Seelenfreund are
officers and directors, and Messrs. Armstrong and Mahoney are officers.
Pursuant to the Agreement, McKesson has agreed to provide certain corporate
staff services to the Corporation. For the fiscal year ended March 31, 1994,
the amount charged the Corporation by McKesson for such services was $580,000,
exclusive of insurance and outside professional services that are billed
separately. This charge is modified annually to reflect changes in McKesson's
costs of providing these services. Such services include treasury and
financial, legal, corporate secretary, investor relations, tax, internal audit,
planning and corporate development, accounting advice, and employee benefit,
personnel and payroll services. The Corporation can request, and McKesson may
provide, data processing, computer programming and other services to supplement
the capabilities of the Corporation. McKesson has agreed to make available to
the Corporation certain employee benefit plans and also has agreed to allow
Corporation employees to continue to participate in McKesson's retirement plan
and employee stock ownership plans. The Corporation has agreed to contribute
annually to the plans the amount necessary to fund employee participation. The
Corporation is also insured under McKesson's property and casualty insurance
program for limits of liability and deductibles deemed appropriate for the
Corporation's risk exposures and size. Premiums are based on the Corporation's
risk exposure and historical loss experience.
The Agreement is automatically renewed for successive one-year terms unless
terminated and is reviewed annually by the Corporation's Chief Financial
Officer with the independent nonemployee directors. The Agreement will be
terminated if McKesson should own less than a majority of the outstanding
voting stock of the Corporation, or upon 120 days' prior written notice by
either party, or upon such earlier date as the parties may mutually agree to in
writing. The Agreement provides that McKesson's liability with respect to any
loss or damages arising in connection with the provision of services to the
Corporation is limited to amounts billed for such services.
Pursuant to the Agreement, the Corporation's U.S. operations participate on a
daily basis in a cash management program administered by McKesson. Under this
arrangement, the Corporation invests any excess cash under the cash management
program, has access to the cash invested and meets cash requirements through
borrowings from McKesson. All amounts invested with McKesson are deposited in a
separate bank account in the Corporation's name. The Corporation receives
interest from McKesson on funds deposited under the program, or pays interest
to McKesson on funds borrowed, at a rate equal to the monthly Federal
16
<PAGE>
Reserve Composite Rate for 7-day commercial paper less one-tenth of one percent
for funds deposited under the program and plus one-half of one percent for
funds borrowed from McKesson. The Agreement provides that McKesson will make
available that amount of cash necessary to provide the Corporation with
sufficient funds to meet its needs as defined in its annual capital and
operating budget and that the Corporation will pay McKesson an annual credit
facility fee of $25,000. At March 31, 1994, the Corporation had invested
$22,076,000 under the cash management program at an interest rate of 3.4%. The
maximum amount invested by the Corporation under the cash management program at
any month end during the fiscal year ended March 31, 1994 was $51,396,000. In
the fiscal year ended March 31, 1994, the Corporation received from McKesson
net interest in the amount of $1,219,000 pursuant to this arrangement.
Under the terms of the Acquisition Agreement dated July 1, 1986 pursuant to
which McKesson transferred the business of its Armor All Products Division to
the Corporation (the "Acquisition Agreement"), McKesson and the Corporation
have agreed that, so long as McKesson owns at least a majority of the
outstanding voting stock of the Corporation, McKesson will refer to the
Corporation any business opportunities McKesson deems appropriate concerning
appearance protection products applicable to the automotive aftermarket.
McKesson has complete discretion to determine which products or ideas the
Corporation may develop or fund. McKesson has not established objective
criteria to utilize in exercising its discretion. Such determinations will be
made on a case-by-case basis as such opportunities arise. McKesson has no
obligation to refer to the Corporation ideas or products whether or not related
to appearance protection products applicable to the automotive aftermarket.
McKesson is currently in the business of distributing appearance protection
products, and will continue to be entitled to distribute such products and any
other products it deems appropriate. The Corporation is entitled to retain and
develop any product or idea within the scope of its intended operations which
it develops through its own facilities or staff. McKesson is not obligated to
fund, or permit the Corporation to fund, development of any product or idea, if
McKesson concludes that such development is not in the Corporation's best
interests.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Deloitte & Touche as
independent auditors to audit the accounts of the Corporation for the fiscal
year ending March 31, 1995. Deloitte & Touche served as auditors for the
Corporation during the fiscal year ended March 31, 1994. Representatives of
Deloitte & Touche are expected to be present at the meeting to respond to
appropriate questions and to make a statement if they desire to do so.
ANNUAL REPORT
A copy of the Annual Report of the Corporation for the year ended March 31,
1994, including financial statements, accompanies this Proxy Statement.
17
<PAGE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
A stockholder who intends to submit a proposal for inclusion pursuant to Rule
14a-8 under the Securities Exchange Act of 1934 in the proxy statement for the
1995 Annual Meeting, must send the proposal so as to be received by the
Corporate Secretary at the principal executive offices of the Corporation, 6
Liberty, Aliso Viejo, CA 92656, no later than February 21, 1995.
By Order of the Board of Directors
[SIGNATURE OF NANCY A. MILLER LOGO]
Nancy A. Miller
Vice President and Secretary
June 21, 1994
18
<PAGE>
ARMOR ALL
June 21, 1994
Dear Armor All Profit-Sharing Investment Plan Participant:
As a participant in the Armor All Products Corporation Profit-Sharing
Investment Plan ("PSIP"), you are a stockholder in the Corporation. At the
Annual Stockholders Meeting to be held on July 22, 1994, you have the right to
instruct the Plan Trustee, on a confidential basis, how to vote the shares of
Armor All Common Stock allocated to your accounts on matters that come before
the stockholders. Your PSIP accounts include the shares held as a result of
Company Matching Contributions and Quarterly Contributions.
The enclosed Proxy Statement describes the proposal to be voted on at this
year's Annual Meeting. The Board of Directors of Armor All recommends that you
vote FOR the election of directors. PLEASE COMPLETE, SIGN AND RETURN THE
ENCLOSED PSIP VOTING CARD IN THE ENVELOPE PROVIDED. If you sign and return this
card without marking any specific voting directions, your shares will be voted
in accordance with the Board of Directors' recommendation as indicated above.
This card also gives the Trustee authority to vote on your behalf on any other
matters which may properly come before the meeting. All shares for which the
Trustee receives no voting instructions will be voted in the same proportion as
shares for which instructions are received.
Participants who own shares of Armor All Common Stock by means other than
the PSIP will receive a separate proxy for the voting of those shares.
To ensure that your shares are represented and voted at the meeting
according to your wishes, your signed PSIP voting card must be received by the
Trustee by July 18, 1994. A copy of the Corporation's 1994 Annual Report will be
distributed separately.
I encourage you to exercise your voting rights as a stockholder of the
Corporation.
Sincerely,
/s/ Kenneth M. Evans
-------------------------
Kenneth M. Evans
President and
Chief Executive Officer
<PAGE>
P R O X Y
ARMOR ALL PRODUCTS CORPORATION
PROXY FOR ANNUAL MEETING
JULY 22, 1994
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned, whose signature appears on the reverse side, hereby constitutes
and appoints David E. McDowell, Kenneth M. Evans and Nancy A. Miller, and each
of them, with full power of substitution, proxies to vote all stock of Armor All
Products Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held in Conference Rooms A and B, at One Post
Street, 18th Floor, San Francisco, California, on Friday, July 22, 1994 at 10:00
A.M., or at any adjournments thereof, as specified upon the matters indicated on
the reverse side, and in their discretion upon any other matters that may
properly come before said meeting.
Election of Directors: William A. Armstrong,
Jon S. Cartwright, Kenneth M. Evans,
David L. Mahoney, David E. McDowell, Karen
Gordon Mills and Alan Seelenfreund.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
[X] Please mark your votes as in this example. |2482
----
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BELOW.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE FOLLOWING PROPOSAL:
- - - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
- - - --------------------------------------------------------------------------------
1. Election of Directors (see reverse)
FOR [_] WITHHELD [_]
FOR, except vote withheld from the following nominee(s):
- - - --------------------------------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
- - - --------------------------------------------------------------------------------
________________________________________________________________________________
SIGNATURE(S) DATE
[ARMOR ALL ADVERTISING ART/COUPON]
<PAGE>
PSIP VOTING CARD
DIRECTION TO TRUSTEE, ARMOR ALL PRODUCTS CORPORATION
PROFIT-SHARING INVESTMENT PLAN
To: The Chase Manhattan Bank, N.A.
I direct you as Trustee of the Armor All Products Corporation Profit-Sharing
Investment Plan to vote (in person or by proxy) as I have indicated on the
reverse side hereof, all shares of Armor All Products Corporation Common Stock
allocated to my accounts under the plan at the Annual Meeting of Stockholders
of Armor All Products Corporation on July 22, 1994. You may vote according to
your discretion (or that of your proxy holder) on any other matter which may
properly come before the meeting.
Election of Directors: William A. Armstrong, Jon S.
Cartwright, Kenneth M. Evans,
David L. Mahoney, David E. McDowell, Karen Gordon
Mills and Alan Seelenfreund.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE
APPROPRIATE BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATION.
SEE REVERSE
SIDE
<PAGE>
THIS VOTING CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BELOW. IF NO DIRECTION IS GIVEN, IT WILL BE VOTED FOR THE FOLLOWING PROPOSAL:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. Election of Directors (see reverse)
For [_] Withheld [_]
For, except vote withheld from the following nominee(s):
- - - --------------------------------------------------------------------------------
Dated: _________________________________________________________________________
- - - --------------------------------------------------------------------------------
Signature
Participant: Please sign exactly as name appears at left.
PLEASE MARK, SIGN, DATE AND RETURN THIS PSIP VOTING CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please mark inside boxes so that data processing equipment will record your
vote.
- - - --------------------------------------------------------------------------------
[ARMOR ALL ADVERTISING ART/COUPON]
<PAGE>
P R O X Y
ARMOR ALL PRODUCTS CORPORATION
PROXY FOR ANNUAL MEETING
JULY 22, 1994
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned, whose signature appears on the reverse side, hereby constitutes
and appoints David E. McDowell, Kenneth M. Evans and Nancy A. Miller, and each
of them, with full power of substitution, proxies to vote all stock of Armor All
Products Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held in Conference Rooms A and B, at One Post
Street, 18th Floor, San Francisco, California, on Friday, July 22, 1994 at 10:00
A.M., or at any adjournments thereof, as specified upon the matters indicated on
the reverse side, and in their discretion upon any other matters that may
properly come before said meeting.
Election of Directors: William A. Armstrong,
Jon S. Cartwright, Kenneth M. Evans,
David L. Mahoney, David E. McDowell, Karen
Gordon Mills and Alan Seelenfreund.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
[X] Please mark your votes as in this example. |2482
----
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BELOW.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE FOLLOWING PROPOSAL:
- - - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
- - - --------------------------------------------------------------------------------
1. Election of Directors (see reverse)
FOR [_] WITHHELD [_]
FOR, except vote withheld from the following nominee(s):
- - - --------------------------------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
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________________________________________________________________________________
SIGNATURE(S) DATE
<PAGE>
GRAPHICS APPENDIX LIST
PAGE WHERE
GRAPHIC DESCRIPTION OF GRAPHIC OR CROSS-REFERENCE
APPEARS
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PC2 $1.00 off coupon for Armor All Protectant;
(Coupon) contains a picture of two bottles of
Protectant on the right side of the coupon,
with the following wording above and to the
left of the picture -- "Now the Choice is
Yours. Original or New Low Gloss Formula,
Same Protection, Less Shine."
PC4 Same as PC2
(Coupon)
