<PAGE>
Pratt & Lambert United, Inc.
Paint/Specialty Chemicals
75 TONAWANDA ST., BUFFALO, N.Y.
BOX TWENTY-TWO, BUFFALO, N.Y. 14240
March 31, 1995
To Our Shareholders:
Participation in the affairs of your company is afforded by its annual
meeting, this year scheduled for Thursday, May 4, 1995. We cordially
invite your attendance. Please note that intention by marking the box
in the top right hand corner on the reverse side of the proxy card.
If you do not plan to vote in person, a prompt completion and return of
the enclosed proxy card will be appreciated.
Cordially,
Chairman
Pratt & Lambert United, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 1995
To the Shareholders of Pratt & Lambert United, Inc.:
Notice is hereby given that the annual meeting of the shareholders of
Pratt & Lambert United, Inc. will be held at 10:00 A.M., Eastern
Daylight Time, on Thursday, May 4, 1995, at the Albright-Knox Art
Gallery, 1285 Elmwood Ave., Buffalo, New York, for the following
purposes:
(1) To elect a Board of Directors to serve until the next annual
meeting of shareholders and until their respective successors have been
elected and have qualified.
(2) To ratify the appointment of Deloitte & Touche LLP as the
independent auditors of Pratt & Lambert United, Inc. and its
subsidiaries for the year 1995.
(3) To consider and act upon such other business as may properly come
before the meeting or any adjournment(s) thereof.
Shareholders of record at the close of business on March 20, 1995, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
J. R. BOLDT
Secretary
Dated: March 31, 1995
<PAGE>
Pratt & Lambert United, Inc.
Paint/Specialty Chemicals
75 TONAWANDA ST., BUFFALO, N.Y.
BOX TWENTY-TWO, BUFFALO, N.Y. 14240
PROXY STATEMENT
The following information is furnished in connection with the
solicitation of proxies for the annual meeting of shareholders
("Meeting") of Pratt & Lambert United, Inc. ("Pratt & Lambert United"
or "Corporation") on Thursday, May 4, 1995. This Proxy Statement, the
Notice of Meeting and the accompanying form of proxy are being mailed
to shareholders commencing on or about March 30, 1995.
PROXY. A form of proxy for use at the Meeting is included with this
mailing. Shareholders are requested to execute and return their proxies
as promptly as possible. All properly executed proxies received by the
Corporation will be voted in accordance with the instructions thereon,
or if no instructions are indicated, in favor of the directors named
herein and in favor of the other proposals described in this Proxy
Statement. A proxy may be revoked by a shareholder at any time prior to
the voting thereof by giving written notice or a subsequently dated
proxy to the Secretary of the Corporation or by voting in person at the
Meeting.
SOLICITATION BY THE BOARD OF DIRECTORS. The solicitation of proxies is
made by and on behalf of the Board of Directors of the Corporation. The
expense in connection with any solicitation of proxies will be borne by
the Corporation and may include requests by mail and personal contact
by certain of its employees without added remuneration. Such expenses
will include payments to Georgeson & Co., which are not expected to
exceed $15,000.
NUMBER OF VOTING SHARES OUTSTANDING. There were issued and outstanding
as of March 20, 1995, the record date fixed by the Board of Directors,
10,625,726 shares of common stock ("Common Shares") of Pratt & Lambert
United, Inc. entitled to notice of and to vote at the Meeting. Each
Common Share is entitled to one vote on each matter presented.
REQUIRED VOTE. Directors are elected by a plurality of the votes cast
at the Meeting. In accordance with New York law, votes withheld in
connection with the election of one or more of the nominees for
director will not be counted as votes cast for such individuals. Shares
held in street name as to which brokers have indicated "no vote" will
be counted for purposes of determining the existence of a quorum and
will not be considered as votes cast in determining the outcome of the
proposals.
<PAGE>
THE MERGER AND RELATED MATTERS. Pursuant to an Agreement and Plan of
Merger dated February 25, 1994 (the "Merger Agreement"), United
Coatings, Inc. ("United Coatings") was merged into Pratt & Lambert,
Inc., which was renamed Pratt & Lambert United, Inc., on August 4, 1994
(the "Merger"). Former United Coatings stockholders became shareholders
of Pratt & Lambert United, and a new wholly owned subsidiary of the
Corporation named United Coatings, Inc. was established, to which the
assets and business of United Coatings were transferred.
In connection with the Merger, most former United Coatings
stockholders, together with the Corporation and Messrs. Stevens,
Castiglia and Boldt, entered into a Shareholder Agreement. The
Shareholder Agreement, among other things, (a) restricts the exercise
of voting and other rights of ownership of Common Shares held by the
former United Coatings stockholders who are parties to such agreement
(and certain permitted, related transferees); (b) requires that such
United Coatings stockholders and Messrs. Stevens, Castiglia and Boldt
vote for certain nominees for director, which nominees have been chosen
by the directors of Pratt & Lambert United who are not Designees (as
defined below), and as recommended by such directors, on a number of
other matters; and (c) restricts the transfer of Common Shares received
by such former United Coatings stockholders. The Shareholder Agreement
also requires the Corporation and Messrs. Stevens, Castiglia and Boldt
to use their best efforts to cause designees (the "Designees") of such
former United Coatings stockholders to be appointed to the Board of
Directors. The number of such Designees, set at a maximum of six, will
depend on the number of Common Shares retained by such former United
Coatings stockholders. The Shareholder Agreement has a term of 7:
years, subject to earlier termination or suspension in specified
circumstances.
The former United Coatings stockholders who signed the Shareholder
Agreement also entered into an agreement (the "Intershareholder
Agreement") among themselves, allocating their rights under the
Shareholder Agreement. Under the Intershareholder Agreement, the Knapp
Group and the Marks Group (both as defined in the Shareholder
Agreement) shall select the Designees to the Board of Directors of the
Corporation of the former United Coatings stockholders. The initial
group of Designees includes four individuals designated by the Knapp
Group (Jules F. Knapp, Alvin L. Gorman, Jeffrey L. Kenner and Joy
Knapp) (the "Knapp Designees") and two individuals designated by the
Marks Group (Andrew M. Boas and Mark L. Claster) (the "Marks
Designees"). During the term of the Shareholder Agreement, and so long
as the former United Coatings stockholders can designate six designees,
they shall designate the Knapp Designees and Marks Designees. To the
extent any of the Knapp Designees or Marks Designees are unable to
serve as a director for any reason, the Knapp Group or Marks Group, as
the case may be, shall select a new Knapp Designee or Marks Designee,
as the case may be, which decision shall be made by a vote of the
holders of a majority of the Common Shares held by such group at the
time of such selection. During the term of the Shareholder Agreement,
if the United Coatings stockholders are allocated less than six
Designees, they shall determine the Designees in accordance with the
provisions of the Intershareholder Agreement. Presently, the former
United Coatings stockholders are entitled under the Shareholder
Agreement to six Designees.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS OF VOTING SECURITIES. The
following information is provided with respect to persons who are known
to the Corporation to be the beneficial owners, as defined in Rule 13d-
3 under the Securities Exchange Act of 1934, of more than 5% of the
Corporation's Common Shares as of February 23, 1995.
Generally, Rule 13d-3 provides that, for certain limited purposes, a
person is considered to be the beneficial owner of Common Shares with
respect to which such person, directly or indirectly, has or shares
voting power or investment power. Thus, more than one person may be
considered to be the beneficial owner of the same Common Shares. The
fact that a person is considered to be the beneficial owner of Common
Shares does not necessarily mean that such person has any economic
interest in those Common Shares.
Amount and Nature of
Beneficial Ownership
Shared Voting &
Name and Address Sole Voting and Investment Power,
of Beneficial Owner Investment Power Retirement Plans
Jules F. Knapp 1,263,281 --
980 North Michigan Avenue
Suite 1120
Chicago, IL 60011
Joseph J. Castiglia 207,383 404,192
75 Tonawanda Street
Buffalo, New York 14207
Other Shared
Name and Address Voting and Percent of
of Beneficial Owner Investment Power Common Shares
Jules F. Knapp 805,780 19.50%
980 North Michigan Avenue (See Note 1)
Suite 1120
Chicago, IL 60011
Joseph J. Castiglia -- 5.70%
75 Tonawanda Street (See Note 2)
Buffalo, New York 14207
(1) Of the 1,263,281 Common Shares disclosed as to which Mr. Knapp
has sole voting and investment power, 1,189,469 are shares held by a
trust of which he serves as trustee. The 805,780 Common Shares shown as
to which Mr. Knapp has other shared voting and investment power are
held by a trust as to which his wife has sole voting power and as to
which he disclaims having any economic interest.
<PAGE>
(2) Of the 207,383 Common Shares disclosed as to which Mr. Castiglia
has sole voting and investment power, 77,600 are shares which he may
acquire through options exercisable on or before April 24, 1995. The
Common Shares shown as shared voting and investment power, retirement
plans, are shares as to which Mr. Castiglia has shared voting and
investment power as an administrator under a deferred profit sharing
plan at Pierce & Stevens Corp., a wholly owned subsidiary of Pratt &
Lambert United and the Pratt & Lambert United Capital Accumulation
Program ("Retirement Plans"). Of the Common Shares included in the
company Retirement Plans, 3,712 are held for the account of Mr.
Castiglia.
ITEM 1: ELECTION OF DIRECTORS. At the Meeting, 13 directors are to be
elected to hold office until the next annual meeting of shareholders
and until their respective successors have been elected and have
qualified.
Unless directed to the contrary, it is the intention of the persons
named in the proxy to vote for the election of the following nominees
as directors of the Corporation. Although the Board of Directors does
not contemplate that any of the nominees will be unable to serve,
should such a situation arise prior to the Meeting, the proxy will be
voted in accordance with the best judgment of the persons acting under
the proxy.
Andrew M. Boas Mr. Boas, 39, is a member of the Audit
Committee of Pratt & Lambert United. He has
been a director since 1994.
Mr. Boas is a managing director, Merchant
Banking of Carl Marks & Co., Inc. ("CMCO"), a
diversified merchant bank specializing in
leveraged buyouts, real estate, venture
capital, money management and management consulting. He is a general
partner of Carl Marks Management Co., L.P., a registered investment
advisor. He is a director of Herman's Sporting Goods, Inc., and U.S.
Trails, Inc., a membership-based campground company and Sport and
Health, Inc., a health and fitness chain. Mr. Boas was a director of
American Corp. Ltd., an Australian based closed-end fund which
invested in American securities, until January 1993 when the fund was
liquidated. Mr. Boas is the brother-in-law of Mark L. Claster, and a
Designee of the Marks Group.
Joseph J. Mr. Castiglia, 60, is vice chairman, president Castiglia and
chief executive officer of Pratt & Lambert United. He is a member of
the Executive Committee of Pratt & Lambert United and has been a
director since 1971.
Mr. Castiglia is a director of the Vision Group of Funds, Inc., a
registered investment company, and Sevenson Environmental Services,
Inc. He is chairman and director of the Buffalo Branch of the Federal
Reserve Bank of New York. He is also a director and executive
committee member of the National Paint & Coatings Association.
Mark L. Claster Mr. Claster, 42, is a member of the Audit and
Compensation Committees of Pratt & Lambert United. He has been a
director since 1994.
Mr. Claster is a managing director and chief operating officer of
CMCO. He is the managing director of CM Capital Co., an affiliate of
CMCO, and is the chief executive officer of its realty and consulting
division. He is a director of Bulk Materials, Inc. and a trustee of
Northshore University Hospital Medical Center. Mr. Claster is the
brother-in-law of Mr. Boas, and a Designee of the Marks Group.
Alvin L. Gorman Mr. Gorman, 61, is a member of the Audit and
Compensation Committees of Pratt & Lambert United. He has been a
director since 1994.
Mr. Gorman was a director of United Coatings from May 1991 to January
1992. Mr. Gorman is chairman of the Board of Power Contracting and
Engineering Corp. Mr. Gorman is a Designee of the Knapp Group. He is a
member of the Board of Trustees of the Illinois Institute of
Technology and an overseer of the Stuart School of Business of the
Illinois Institute of Technology. He is also a member of the
Advisory Board of the McCormick School of Engineering at Northeastern
University.
Jeffrey L. Kenner Mr. Kenner, 51, is a member of the Executive and
Compensation Committees of Pratt & Lambert United. He has been a
director since 1994.
Mr. Kenner has served as president of Kenner & Company, Inc.
("Kenner") since 1986. Kenner is a New York investment firm
specializing in acquisitions and private equity investments. From
1982 to 1986, Mr. Kenner was president of CM Capital Co. From 1979 to
1982, Mr. Kenner was a vice president of Carl Marks & Co. Mr. Kenner
currently serves on the Boards of Directors of Pace Industries, Inc.
and Williamhouse-Regency, Inc. Mr. Kenner is a Designee of the Knapp
Group.
Jules F. Knapp Mr. Knapp, 66, is a member of the Executive Committee
of Pratt & Lambert United. He has been a director since 1994.
Mr. Knapp is vice chairman of Pratt & Lambert United and president
and chief executive officer of United Coatings. Mr. Knapp is the co-
founder of United Coatings and has been a director and its principal
executive operating officer since United Coatings' formation. Mr.
Knapp also serves as a trustee of the University of Chicago Hospitals,
as an advisor to the Kellogg School of Business at Northwestern
University and as an overseer at the Stuart School of Business of the
Illinois Institute of Technology. Mr. Knapp is the father of Joy
Knapp, and is a Designee of the Knapp Group.
Joy Knapp Ms. Knapp, 31, is a member of the Executive Committee of
Pratt & Lambert United. She has been a director since 1994.
Ms. Knapp is vice president, Marketing of United Coatings. Ms. Knapp
was appointed a director of United Coatings in 1994. She has been
responsible for the overall marketing
strategy of United Coatings. Ms. Knapp is the daughter of Mr. Knapp.
She is a Designee of the Knapp Group.
Seymour H. Mr. Knox, 69, is a member of the Executive Knox, III and
Audit Committees and chairman of the Compensation Committee of Pratt &
Lambert United. He has been a director since 1966.
Mr. Knox is chairman of the Board of the Buffalo Sabres Hockey Club,
and president and director of the Buffalo Fine Arts Academy and a
director of the Woolworth Corporation. He is a member of the Board of
Trustees of the YMCA of Greater Buffalo and The Buffalo General
Hospital. Mr. Knox is a former vice president of Kidder, Peabody &
Co., Inc., member of the New York Stock Exchange.
Wilfred J. Larson Mr. Larson, 67, is a member of the Compensation
Committee of Pratt & Lambert United. He has been a director since
1988.
Mr. Larson is a director of First Empire State Corporation and its
subsidiary, Manufacturers and Traders Trust Company, Horus
Therapeutics, Inc. and the Bryant & Stratton Business Institute, Inc.
He also serves as a member of the Board of Trustees of Children's
Hospital of Buffalo. Mr. Larson is a retired
president and chief executive officer of Westwood-Squibb
Pharmaceuticals Inc.
Randolph A. Marks Mr. Marks, 59, is a member of the Audit Committee of
Pratt & Lambert United. He has been a director since 1988.
Mr. Marks is a private investor and a director of Computer Task
Group, Inc., Columbus McKinnon Corp. and the Buffalo Fine Arts
Academy. Mr. Marks also serves on the Board of Trustees of The
Buffalo General Hospital and is a member of the Western Regional Board
of Directors of Marine Midland Bank, N.A. Mr. Marks is a former
chairman of the Board of American Brass Company.
David R. Newcomb Mr. Newcomb, 71, is chairman of the Audit Committee
and is a member of the Executive and Compensation Committees of Pratt
& Lambert United. He has been a director since 1975.
Mr. Newcomb is a director of Utica Mutual Insurance Co., Utica
National Life Insurance Co., New York State Electric and Gas Corp. and
Rigidized Metals, Inc. He serves as a trustee of The Buffalo General
Hospital. Mr. Newcomb was president and chief executive officer of
Buffalo Forge Co.
<PAGE>
Raymond D. Mr. Stevens, 68, is chairman of the
Stevens, Jr. Board of Pratt & Lambert United. Mr. Stevens is chairman
of the Executive Committee and has been a director since 1967.
Mr. Stevens is a director of First Empire State Corporation and its
subsidiary, Manufacturers and Traders Trust Company. He serves as a
trustee of The Buffalo General Hospital. Mr. Stevens is also a former
director, Executive Committee member and chairman of the National
Paint & Coatings Association.
Robert O. Swados Mr. Swados, 75, is a member of the Audit and
Compensation Committees of Pratt & Lambert United. He has been a
director since 1994.
Mr. Swados is counsel to the law firm of Cohen Swados Wright Hanifin
Bradford & Brett, vice chairman and counsel to the Buffalo Sabres
Hockey Club, and a commissioner of the New York State Department of
Probation. He serves as honorary vice chairman and trustee of the
Studio Arena Theatre.
SECURITY OWNERSHIP BY DIRECTORS AND OFFICERS. Beneficial ownership, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, of
Common Shares, as of February 23, 1995, by each of the Corporation's
directors and by its directors and officers as a group, together with
the percentage of total outstanding Common Shares represented by such
ownership, is set forth below. This information does not reflect the
effects of the Shareholder Agreement or the Intershareholder Agreement
upon beneficial ownership. See "The Merger and Related Matters."
Amount and Nature of
Beneficial Ownership
Shared Voting &
Name of Individual Sole Voting and Investment Power,
or Group Investment Power Retirement Plans
A. M. Boas 109,766 --
J. R. Boldt (a) 48,909 404,192
J. J. Castiglia (b) 207,383 404,192
R. L. Clark (c) 20,200 --
M. L. Claster 60,233 --
F. H. Fitch (d) 32,194 106,630
A. L. Gorman 2,000 --
J. L. Kenner 475,000 --
J. F. Knapp (e) 1,263,281 --
J. Knapp 22,783 --
S. H. Knox, III (f) 22,100 --
W. J. Larson 4,000 --
R. A. Marks 5,000 --
D. R. Newcomb 3,600 --
R. D. Stevens, Jr. (g) 150,004 106,630
R. O. Swados 2,050 --
All directors and
officers as a group
(21 persons)
(a) (b) (c)
(d) (e) (f) (g) 2,534,064 404,192
<PAGE>
Amount and Nature of
Beneficial Ownership
Other Shared
Name of Individual Voting and Percent of
or Group Investment Power Common Shares
A. M. Boas -- 1.00%
J. R. Boldt (a) -- 4.20%
J. J. Castiglia (b) -- 5.70%
R. L. Clark (c) -- *
M. L. Claster -- 0.60%
F. H. Fitch (d) -- 1.30%
A. L. Gorman -- *
J. L. Kenner -- 4.50%
J. F. Knapp (e) 805,780 19.50%
J. Knapp -- *
S. H. Knox, III (f) 8,800 *
W. J. Larson -- *
R. A. Marks -- *
D. R. Newcomb -- *
R. D. Stevens, Jr. (g) 183,446 4.10%
R. O. Swados -- *
All directors and
officers as a group
(21 persons)
(a) (b) (c)
(d) (e) (f) (g) 998,026 36.00%
(a) Includes 37,000 Common Shares which Mr. Boldt may acquire through
options exercisable on or before April 24, 1995, and shares as to which
Messrs. Castiglia and Boldt have shared voting and investment power as
administrators under the Retirement Plans, including 1,987 shares held
in the Pratt & Lambert United Capital Accumulation Program for the
account of Mr. Boldt.
(b) See "Security Ownership of Principal Holders of Voting
<PAGE>
Securities" for information regarding Common Shares owned by Mr.
Castiglia.
(c) Includes 6,000 Common Shares which Mr. Clark may acquire through
options exercisable on or before April 24, 1995.
(d) Of the 32,194 Common Shares disclosed as to which Mr. Fitch has
sole voting and investment power, 31,750 are shares which he may
acquire through options exercisable on or before April 24, 1995. The
106,630 Common Shares shown as shared voting and investment power,
retirement plans, are shares as to which Mr. Fitch has shared voting
and investment power as an administrator under a deferred profit
sharing plan at Pierce & Stevens Corp., a wholly owned subsidiary of
Pratt & Lambert United.
(e) See "Security Ownership of Principal Holders of Voting
Securities" for information regarding Common Shares owned by Mr. Knapp.
(f) The 8,800 Common Shares shown as other shared voting and
investment power are shares held in trust for the benefit of family
members as to which Mr. Knox has shared voting and investment powers.
Mr. Knox disclaims any economic interest in such shares.
(g) Of the 150,004 Common Shares disclosed as to which Mr. Stevens
has sole voting and investment power, 72,000 are shares which he may
acquire through options exercisable on or before April 24, 1995. The
106,630 Common Shares shown as shared voting and investment power,
retirement plans, are shares as to which Mr. Stevens has shared voting
and investment power as an administrator under the Deferred Profit
Sharing Plan of Pierce & Stevens, Corp., a wholly owned subsidiary of
Pratt & Lambert United. Of the 183,446 Common Shares shown as to which
Mr. Stevens has other shared voting and investment power, 146,905 are
held by him as co-trustee for certain of his relatives as to which he
shares voting and investment power and as to which he disclaims having
any economic interest. The Common Shares shown opposite Mr. Stevens'
name exclude 137,472 Common Shares owned by Mr. Stevens' wife and adult
children and trusts for such children and 323,906 Common Shares owned
by other relatives, or held in trusts for their benefit, as to which he
disclaims beneficial ownership.
*less than .5% of the Common Shares outstanding.
Pratt & Lambert United believes that during 1994, all of its directors,
officers and greater than 10% beneficial owners of its Common Stock
complied with the filing requirements under Section 16(a) of the
Securities Exchange Act of 1934.
COMMITTEES OF DIRECTORS; ATTENDANCE AT BOARD MEETINGS. In addition to
the Executive Committee, the Corporation's Board of Directors has two
standing committees; namely, the Audit Committee and Compensation
Committee. Pratt & Lambert United's Board does not have a standing
committee on nominations.
<PAGE>
The Audit Committee consists of non-employee directors, Messrs. Newcomb
(chairman), Boas, Claster, Gorman, Knox, Marks and Swados. Its
functions include recommending the selection of the independent
auditors each year, considering the proposed scope and cost of the
annual audit, reviewing the results of the annual audit and the limited
reviews of quarterly financial information by the independent auditors,
the review of the recommendations of the independent auditors with
respect to internal controls and accounting procedures, and any other
matters it deems appropriate. In 1994, the Committee met three times
with representatives of the Corporation's independent auditors.
The Compensation Committee consists of non-employee directors, Messrs.
Knox (chairman), Claster, Gorman, Kenner, Larson, Newcomb and Swados.
It is charged with the responsibility of maintaining a comprehensive
remuneration plan for top and middle management personnel. The
Committee met two times in 1994.
The Board of Directors met ten times in 1994. The Executive Committee
did not meet in 1994. All directors standing for election attended at
least 75% of the total meetings of directors and committees of which
they were members during the year.
COMPENSATION OF DIRECTORS. In 1994, non-employee directors received a
retainer of $10,000 per year, payable quarterly, $1,000 for each board
meeting and $1,000 per committee meeting attended. In 1995, non-
employee directors will receive a retainer of $15,000 per year, payable
quarterly, $1,000 for each board meeting and $1,000 per committee
meeting attended. Employee directors are not compensated for board or
committee services. All or any portion of the payments made to
directors may be deferred under the Pratt & Lambert United, Inc. Plan
for Deferral of Directors' Fees.
COMPENSATION OF EXECUTIVE OFFICERS. The following table sets forth the
compensation received by the Corporation's chief executive officer and
the four remaining most highly compensated executive officers for the
three fiscal years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
Name and Principal Annual Compensation
Position Year Salary ($) Bonus ($)
J. R. Boldt 1994 $142,000 $49,123
vice president of 1993 129,250 28,228
finance and 1992 126,500 18,676
secretary - Pratt &
Lambert United
J. J. Castiglia 1994 310,000 74,493
president and 1993 257,000 56,129
chief executive 1992 252,000 55,969
officer - Pratt &
Lambert United
<PAGE>
R. L. Clark** 1994 221,000 53,106
executive vice 1993 204,000 44,554
president and 1992 90,769 20,159
chief operating
officer - Pratt &
Lambert United
F. H. Fitch 1994 193,670 --
president, 1993 178,958 53,743
Pierce & Stevens 1992 175,480 30,849
J. F. Knapp*** 1994 206,182 41,667
president and chief
executive officer -
United Coatings
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Name and Principal Awards All Other
Position Options (#) Compensation*
J. R. Boldt 5,000 $3,740
vice president of 5,000 3,665
finance and 5,000 3,511
secretary - Pratt &
Lambert United
J. J. Castiglia 22,000 4,179
president and 10,000 5,722
chief executive 10,000 5,688
officer - Pratt &
Lambert United
R. L. Clark** 8,000 3,000
executive vice 8,000 --
president and 8,000 --
chief operating
officer - Pratt &
Lambert United
F. H. Fitch 4,000 12,630
president, 4,000 16,315
Pierce & Stevens 3,000 15,613
J. F. Knapp*** -- --
president and chief
executive officer -
United Coatings
*Represents amounts contributed by the Corporation to the payroll-based
<PAGE>
employee stock ownership plan and the savings plan under Internal
Revenue Code Section 401(k), including, for 1994, $740, $1,179, $0 and
$1,049 under the employee stock ownership plan and $3,000, $3,000 ,
$3,000 and $3,000 under the savings plan for Messrs. Boldt, Castiglia,
Clark and Fitch, respectively. In the case of Mr. Fitch, this amount
also represents contributions by Pierce & Stevens under the Pierce &
Stevens Deferred Profit Sharing Plan, including $6,886 for 1994, as
well as interest earned by Mr. Fitch in the Pratt & Lambert United,
Inc. Plan for Deferral of Officers' Salaries, including $1,695 in 1994.
**Mr. Clark was employed by the Corporation on July 20, 1992.
***Mr. Knapp was employed by the Corporation on August 4, 1994.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants during
1994 to the named executive officers.
% of
Total
Options
Granted to Exercise
Options Employees or Base
Granted in Fiscal Price
Name (#) (a) Year ($/Sh) (b)
J.R. Boldt 5,000 3.70% $19.63
J.J. Castiglia 22,000 (e) 16.40 19.63
R.L. Clark 8,000 6.00 19.63
F.H. Fitch 4,000 3.00 19.63
Potential
Realizable Value
at Assumed Annual
Rates of Stock Price
Appreciation
Expiration for Option Term (d)
Name Date (c) 5% ($) 10% ($)
J.R. Boldt 11/30/04 $61,710 $156,386
J.J. Castiglia 11/30/04 271,525 688,098
R.L. Clark 11/30/04 98,736 250,218
F.H. Fitch 11/30/04 49,368 125,109
(a ) The options become exercisable in 25% increments each year
beginning one year after grant.
<PAGE>
(b) The exercise price may be paid by the delivery of already-owned
Common Shares.
(c) Options expire upon termination of employment other than in the
event of death, disability or retirement.
(d) Based on actual option term and annual compounding. The Securities
and Exchange Commission requires that registered corporations use this
method or an option pricing model to indicate the value of options. The
Corporation has no way of determining that any such method can properly
establish the value of an option.
(e) Includes options for 10,000 Common Shares granted to Mr. Castiglia
pursuant to his efforts in the United Coatings merger transaction.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR END OPTION VALUE
The following table provides information on option/SAR exercises in
1994 by the named executive officers and the value of such officers'
unexercised options/SARs at December 31, 1994.
Value
Shares Acquired Realized
Name on Exercise (#) ($)*
J. R. Boldt -- --
J. J. Castiglia -- --
R. L. Clark -- --
F. H. Fitch -- --
Value of
Number of Unexercised
Unexercised In-the-money
Options at Options at
FY-End (#) FY-End ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable*
J. R. Boldt 37,000/12,000 $206,891/$14,172
J. J. Castiglia 77,600/45,400 393,056/55,131
R. L. Clark 6,000/18,000 19,750/19,750
F. H. Fitch 31,750/9,250 156,703/9,234
*Market value of underlying securities at exercise or year-end, minus
the exercise or base price.
PENSION PLANS
The Pratt & Lambert United Retirement Plan is a noncontributory defined
benefit pension plan which covers the majority of all nonbargaining
unit employees of Pratt & Lambert United and its subsidiaries. Until
January 1, 1989, the plan provided pension benefits in an amount which
<PAGE>
is the greater of a participant's "basic benefit" or "minimum benefit"
as determined under separate formulas. The annual basic benefit was the
sum of the applicable percentages times the participant's compensation
received for each year of plan participation to a maximum of 35 years.
For service prior to January 1, 1984, the applicable percentages were
1% of the first $3,000 of compensation and 12/3% of compensation in
excess of $3,000; for service from January 1, 1984, to December 31,
1988, the applicable percentages were 12/3% of compensation up to the
Social Security wage base and 21/3% of compensation in excess of the
base. The annual minimum benefit determined as of a normal retirement
date of December 31, 1988, for a participant with 25 or more years of
service is equal to 50% of his final 5-year average compensation, less
80% of his estimated Social Security benefits. The minimum benefit for
participants with less than 25 years of service is proportionately
reduced. The Tax Reform Act of 1986 required changes in the plan's
benefit structure, effective January 1, 1989, and the plan was amended
to preserve benefits accrued as of December 31, 1988, under the
existing formulas, and to provide a revised benefit formula for service
after January 1, 1989. The revised formula provides each participant an
annual pension benefit (in addition to the benefit accrued at December
31, 1988) equal to 1-2/3% of his compensation for each year it is in
effect.
Normal retirement under the plan is age 65. Early retirement with
reduced benefits is available at age 55 after at least 10 years of
service. The plan also provides vested benefits after 5 years of
service and spouse's death benefits. Compensation counted for the plan
includes salary, bonus, overtime, commissions and salary deferred under
a Section 401(k) plan.
Pratt & Lambert United and its affiliates have unfunded plans which
will pay a participant any pension benefits which cannot be paid from
the plan because of Internal Revenue Code limitations or deferrals
under an unqualified plan for deferral of officers' salaries. Effective
January 1, 1993, Pratt & Lambert United and its subsidiaries adopted
the Pratt & Lambert United Minimum Benefit Plan (the "Minimum Benefit
Plan"), an unfunded plan which assures that designated management
employees will receive a pension benefit at least equal to the pension
benefit they would have received had the minimum benefit formula under
the plan continued in effect after 1988.
The following table shows estimated annual benefits payable upon normal
retirement at age 65 (including amounts attributable to the Minimum
Benefit Plan and other unfunded plans) in the indicated compensation
and years of service classifications. The benefits shown are calculated
under the Minimum Benefit Plan.
<PAGE>
Estimated Annual Retirement
Benefits With Indicated
Years of Credited
Service
Average Annualized
Compensation for
Last 60 Months
25 or
of Credited Service 10 15 20 More
$100,000 $15,596 $23,393 $31,191 $38,989
$125,000 20,596 30,893 41,191 51,489
$150,000 25,596 38,393 51,191 63,989
$175,000 30,596 45,893 61,191 76,489
$200,000 35,596 53,393 71,191 88,989
$225,000 40,596 60,893 81,191 101,489
$250,000 45,596 68,393 91,191 113,989
$275,000 50,596 75,893 101,191 126,489
$300,000 55,596 83,393 111,191 138,989
$325,000 60,596 90,893 121,191 151,489
$350,000 65,596 98,393 131,191 163,989
$375,000 70,596 105,893 141,191 176,489
$400,000 75,596 113,393 151,191 188,989
Compensation counted for the plans includes salary, bonuses, overtime,
commissions and salary deferred under a Section 401(k) plan and under a
non-qualified plan for deferral of officers' salaries. The salary and
bonuses reported in the table under the heading "Compensation of
Executive Officers" are substantially the compensation used for
purposes of the plans for 1994 for Messrs. Castiglia, Clark and Boldt.
Messrs. Castiglia, Clark and Boldt had credited service under the plans
as of December 31, 1994, of 25, 1.42 and 17.75 years, respectively.
The benefits shown in the table are calculated as a straight life
annuity and are subject to offset by 80% of the employee's Social
Security benefit if the employee has 25 or more years of credited
service, and by a proportionate part of such benefit if the employee's
credited service is less than 25 years.
The participants of the Minimum Benefit Plan receive the greater of the
benefit calculated under that plan, or the basic benefit as previously
described. While it is expected that Messrs. Castiglia, Clark and Boldt
will be entitled to benefits under the Minimum Benefit Plan, the
estimated annual basic benefits payable to these individuals under the
Pratt & Lambert United Retirement Plan and unfunded plans are $136,305,
$69,112 and $95,090, respectively, payable on a straight life basis
<PAGE>
commencing at age 65. These estimates reflect benefits accrued at
December 31, 1994, plus projected benefits to normal retirement date,
assuming continued employment to age 65 and no change in compensation
after 1994.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
The compensation of Messrs. Clark and Boldt is paid pursuant to
renewable employment contracts under which they are entitled to receive
two years compensation in the event of a termination of employment for
other than cause and, in the case of Mr. Clark, if he terminates his
contract on his failure to succeed Mr. Castiglia as president and chief
executive officer. Following any such termination, Messrs. Clark and
Boldt would be entitled to payments for a two-year period of
approximately $274,106 and $191,123 per year, respectively.
Mr. Castiglia has an employment contract which contains consulting
arrangements and restrictions on competitive activity, generally
effective on retirement or other termination of employment, which under
certain circumstances may extend for a seven-year period after
termination of employment. Under this contract, an aggregate amount
equal to 3: times the highest total annual compensation for the five
years preceding termination is to be paid over the period of the
noncompetition agreement which, on the basis of his current total
annual compensation history, would entitle Mr. Castiglia to receive
annual payments of $192,247 over a seven-year period if such
arrangements were currently applicable. The potential consulting fee is
minimal. In the event of a defined change in corporate control, upon
voluntary or involuntary termination of employment, the noncompetition
agreement is limited to a three-year period and the full amount of such
noncompetition fee is payable over that period, provided that the
deferred portion of such payments may be paid in a lump sum based upon
the present value of such payments discounted at the rate of 6% per
annum at the election of Mr. Castiglia. The merger with United
Coatings, Inc. on August 4, 1994, constitutes a "change in control" for
purposes of Mr. Castiglia's employment agreement, entitling him, upon
voluntary or involuntary termination of employment, to payment of the
noncompetition fee over a three-year period. Although Mr. Castiglia has
not waived any of his rights under his employment agreement, he intends
to continue as chief executive officer of Pratt & Lambert United.
Mr. Stevens, who retired as an executive officer and employee of the
Corporation on December 31, 1992, is receiving $188,562 annually over a
seven-year period pursuant to the noncompetition and consulting
provisions of his employment contract which is identical to that of Mr.
Castiglia.
Mr. Knapp and United Coatings have entered into an employment agreement
which provides that he will serve as a director, president and chief
executive officer of United Coatings for a term initially ending on
June 30, 1999. Thereafter, the term of his employment agreement will be
<PAGE>
automatically renewed for additional one-year terms upon each expiring
date of any term unless (i) Mr. Knapp advises United Coatings of his
intent to permit his employment agreement to expire, (ii) a termination
date as defined in such employment agreement has occurred or (iii) Mr.
Knapp is no longer materially contributing to the management of United
Coatings. His annual compensation under his employment agreement
includes a $500,000 salary, plus certain perquisites and, under certain
circumstances, a performance bonus of $100,000. Mr. Knapp may also
terminate his employment with 30 days written notice to United Coatings
for any reason or for "Good Reason" as defined in his employment
agreement, including a "change in control", entitling him to certain
benefits. Mr. Knapp has such duties, responsibilities, and powers (i)
as specified in United Coatings' bylaws, (ii) which normally pertain to
such office and (iii) as from time to time are prescribed by the United
Coatings Board. Mr. Knapp is entitled, in circumstances outlined in
such agreement, to certain severance payments, but he is restricted
from engaging in certain activities competitive with United Coatings
for a period of two years after the termination of his employment
agreement.
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION POLICY. The Corporation's compensation policy is designed
to ensure that a proper relationship exists between executive
remuneration and corporate performance as well as to attract, retain
and motivate executive officers. The Compensation Committee currently
intends that, whenever reasonably possible, compensation paid to
executive officers should be tax deductible to Pratt & Lambert United.
The compensation of executive officers takes three forms: base salary,
bonuses and equity-based compensation. All recommendations of the
Compensation Committee with respect to executive compensation are
subject to ratification by the Corporation's Board of Directors.
EXECUTIVE OFFICERS. The compensation of executive officers is based on
individual and corporate performance. Base salary and incentive
compensation of executive officers are reviewed to assure that they are
comparable with compensation paid by other companies to employees with
commensurate responsibility, capability, experience and achievement.
Generally, compensation paid by Pratt & Lambert United corresponds to
the median of the range of compensation paid by the surveyed companies.
The companies surveyed differ from the companies comprising the peer
group index plotted in the performance graphs under the heading
"Performance Graphs" because Pratt & Lambert United's competitors for
executive talent are not necessarily the same companies against which
it compares its stock's performance.
The bonuses of executive officers, other than Mr. Knapp and the senior
executive officers described below, are based on the actual earnings of
Pratt & Lambert United compared to budgeted earnings. In the case of
executive officers who are presidents of business units, other than Mr.
Knapp, bonuses are based 75% on the earnings of their unit to budget
and 25% on Pratt & Lambert United consolidated earnings to budget. In
general, the Compensation Committee assessed the overall performance of
Pratt & Lambert United and its executive officers as good. In 1994
<PAGE>
bonuses constituted 5.8% of the total cash compensation of all
executive officers other than the three senior executive officers.
The compensation of Jules F. Knapp was negotiated on an arm's length
basis in connection with the Merger.
The three senior executive officers of Pratt & Lambert United during
1994 were the president and chief executive officer (the "CEO"), the
executive vice president and chief operating officer and the vice
president, finance and chief financial officer. The bonus component of
compensation of senior executive officers is calculated on the basis of
corporate return on invested capital. Base salaries of the senior
executive officers are reviewed annually. In determining the base
salary of the senior executive officers for 1994 pursuant to their
employment contracts, the Compensation Committee considered the
salaries of comparable executives in the surveyed companies. The
Compensation Committee also considered the net earnings of Pratt &
Lambert United before and after taxes, inflation, the amount generated
for distribution to shareholders, the general performance of Pratt &
Lambert United and the responsibilities and performance of the
executives. The Compensation Committee did not deem it appropriate to,
and did not, assign relative weights to these factors, given their
nature and number.
The CEO and the two other senior executive officers received a bonus
with respect to 1994 pursuant to their employment contracts which
provide for an incentive bonus (not to exceed 75% of base salary),
determined by a formula using a moving three-year average of Pratt &
Lambert United's rate of return on invested capital. This bonus is
discretionary unless a specified minimum return on invested capital is
achieved. In 1994 bonuses paid under the formula were not
discretionary, and constituted 19.4% of the total cash compensation of
each senior executive officer, including the CEO. In addition, Mr.
Boldt received a one-time additional bonus of $15,000 in 1994 pursuant
to his efforts in the United Coatings merger transaction.
EQUITY-BASED COMPENSATION. The equity-based compensation is designed to
link the interests of the employees with those of the Corporation's
shareholders. Equity-based compensation consists of two stock option
plans and a capital accumulation program.
The purpose of the Corporation's stock option plans is to provide
selected key employees of the Corporation with additional incentive to
promote the continued success and profitable growth of the Corporation
and the best interests of its shareholders. Under a 1994 Award and
Option Plan and 1990 Stock Option/Stock Appreciation Rights Plan, in
determining who shall receive option grants and the number of the
Corporation's shares subject to each grant, the Committee and the Board
of Directors weigh the positions and responsibilities of the grantees,
the nature of their services and their present and potential
contributions to the success of the Corporation. In addition, the
Merger Agreement requires Pratt & Lambert United to use its best
efforts to cause an additional 300,000 shares to be made available for
the issuance of options to United Coatings employees as a form of
<PAGE>
incentive compensation to be granted over time following the Merger.
Accordingly, in 1994 on the recommendation of the Committee, the Board
granted options for 134,000 shares to 51 employees of the Corporation,
including options for 22,000 shares to the CEO, which includes options
for 10,000 shares granted pursuant to his efforts in the United
Coatings merger transaction, and options for 27,000 shares to eight
other executive officers.
The capital accumulation program, which covers substantially all
nonbargaining employees of the Corporation including the CEO, is
composed of a payroll-based employee stock ownership plan ("PAYSOP")
and a savings plan structured under Section 401(k) of the Internal
Revenue Code. Under the PAYSOP the Corporation contributes an amount
equal to .5% of each eligible employee's compensation up to $150,000 as
indexed, which is invested in the Corporation's Common Shares. The
401(k) savings plan allows eligible employees to contribute on a
before-tax basis up to 7% of compensation to a maximum deferral of
$9,240, as indexed. The Corporation makes a matching contribution equal
to the participant's contributions, up to 2% of compensation. Although
employees may contribute up to 10% of compensation on an after-tax
basis, there is no match by the Corporation on these contributions.
Employee contributions are invested in one or both of two investment
funds as selected by the employee; the Corporation's contributions are
invested in Pratt & Lambert United Common Shares.
The Compensation Committee believes that its compensation decisions
during 1994 effectively related corporate performance to executive
compensation and provided adequate incentives to Pratt & Lambert
United's executive officers.
Seymour H. Knox, III, Chairman
Mark L. Claster
Alvin L. Gorman
Jeffrey L. Kenner
Wilfred J. Larson
David R. Newcomb
Robert O. Swados
PERFORMANCE GRAPHS
The graph below compares the performance of Pratt & Lambert United with
that of the American Stock Exchange Market Value Index, the Standard &
Poor's 500 Stock Index and a group of peer companies. All investments
have been weighted based upon market capitalization. Companies in the
Peer Group are as follows: The Dexter Corporation; H. B. Fuller
Company; Grow Group, Inc.; Guardsman Products, Inc.; Lilly Industries,
Inc.; Loctite Corporation; PPG Industries, Inc.; RPM, Inc.; The
Sherwin-Williams Company; SICO, Inc.; Standard Brands Paint Company and
The Valspar Corporation. The selection of companies for inclusion in
the Peer Group was approved by Pratt & Lambert United's Board of
<PAGE>
Directors.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
VALUE AT YEAR END* 89 90 91 92 93 94
Pratt & Lambert
United, Inc. $100 $72 $101 $103 $120 $139
AMEX Market
Value Index 100 85 104 106 126 111
S & P 500 Index 100 97 126 136 150 152
Peer Group 100 116 156 190 212 217
*Assumes a $100 investment on December 31, 1989, and reinvestment of
all dividends.
The following graphs compare the performance of Pratt & Lambert United
with that of the Standard & Poor's 500 Stock Index for 10 and 15 year
periods. These graphs have been included to provide additional
information concerning Pratt & Lambert United's total return relative
to a broad market index over longer periods of time, because Pratt &
Lambert United's business focus has been and continues to be long term.
<PAGE>
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
YEAR 84 85 86 87 88
P & L United, Inc. $100 $187 $227 $271 $278
S & P 500 Index 100 132 156 164 191
YEAR 89 90 91 92 93 94
P & L United,
Inc. $284 $205 $286 $292 $340 $394
S & P 500
Index 252 244 318 343 377 382
COMPARISON OF FIFTEEN-YEAR CUMULATIVE TOTAL RETURN
YEAR 79 80 81 82 83
P & L United, Inc. $100 $149 $155 $200 $298
S & P 500 Index 100 132 126 153 187
YEAR 84 85 86 87 88 89
P & L United, Inc. $294 $552 $668 $797 $818 $837
S & P 500 Index 198 261 309 325 379 499
YEAR 90 91 92 93 94
P & L United, Inc. $604 $843 $859 $1,001 $1,160
S & P 500 Index 483 631 679 747 757
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. In 1994
the following nonemployee directors served on the Compensation
Committee throughout the year: Messrs. Knox (chairman), Larson and
Newcomb. Mr. Robert S. Scheu did not stand for re-election to the Board
at the annual meeting held in connection with the Merger, and was
replaced on the Board and the Compensation Committee by Mr. Swados.
Messrs. Claster, Gorman and Kenner joined the Compensation Committee as
representatives of the former United Coatings stockholders as a result
of the Merger. Under Pratt & Lambert United's By-laws, Mr. Stevens, the
chairman of the Board, is an ex-officio (non-voting) member of all
committees of the Board, including the Compensation Committee. Messrs.
Stevens and Larson are directors of the Manufacturers & Traders Trust
Company with which the Corporation maintained revolving credit and term
loan agreements during 1994. Loans made pursuant thereto are subject to
various formula interest rates consisting of the Federal funds rate
plus 1%, 1% in excess of the average secondary market certificate of
deposit rate after reserve requirements, LIBOR plus 1:%, the prime
lending rate plus ;%, or a rate quoted by the bank. During 1994,
amounts borrowed under the above agreements ranged from $17,700,000 to
$56,800,000 and total interest charges incurred by the Corporation with
respect to the loans amounted to $1,981,691. In addition, the
<PAGE>
Corporation utilizes other customary services provided by the bank at
its standard fees.
Mr. Swados is counsel to the law firm of Cohen Swados Wright Hanifin
Bradford & Brett which, during 1994, provided certain legal services to
Pratt & Lambert United.
CERTAIN TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation."
United Coatings leases substantially all of its manufacturing and
office facilities under noncancelable operating leases expiring at
various dates through December, 1998. Several of the leases are between
United Coatings and affiliates of United Coatings, including Mr. Knapp
and Ellis/United Coatings Associates, a New York limited partnership
formed by Mr. Knapp and certain other investors to finance the
development of United Coatings' Ennis, Texas, facility. The lessors of
the facilities in Kankakee, Illinois; Indianapolis, Indiana; Memphis,
Tennessee; and Los Angeles, California, are trusts for the benefit of
Mr. Knapp's family. United Coatings, from August 4, 1994, to December
31, 1994, paid $417,000 under its leases to related parties.
Mr. Castiglia is a director of investment fund subsidiaries of the
Manufacturers and Traders Trust Company in which funds of the
Corporation's retirement plans may be temporarily invested from time to
time.
Mr. Marks is a director of Computer Task Group, Inc. whose consulting
services the company utilizes from time to time. In 1994, Pratt &
Lambert United paid Computer Task Group approximately $644,000 for such
services.
In the opinion of management, these transactions were on terms no less
favorable than would have been available from unaffiliated parties.
ITEM 2: RATIFICATION OF APPOINTMENT OF AUDITORS. Upon the
recommendation of the Audit Committee, the Board of Directors has
reappointed Deloitte & Touche LLP as the independent public accountants
of Pratt & Lambert United, Inc. and its subsidiaries for the year 1995
and such appointment is being presented for ratification by
shareholders. Representatives of Deloitte & Touche LLP are expected to
be present at the Meeting with the opportunity to make a statement if
they desire to do so and to be available to respond to appropriate
questions.
OTHER BUSINESS. The Board of Directors knows of no other business to be
transacted, but if any other matters do come before the Meeting, the
persons named as proxies will vote upon them in accordance with their
best judgment.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE. In accordance with
Section 726 of the New York Business Corporation Law, shareholders are
hereby advised that on January 27, 1995, the Corporation continued its
<PAGE>
ongoing directors' and officers' insurance program by purchasing from
The Chubb Insurance Group a Directors' and Officers' Liability and
Corporate Reimbursement Insurance Policy for $135,296. The one-year
term commences January 27, 1995. The policy insures directors and
officers of the Corporation, and also provides that the Corporation
will be reimbursed for amounts it lawfully pays to indemnify its
directors and officers. No action need be taken by the shareholders
with respect to this matter.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING. Under the Corporation's
By-laws, shareholders may properly bring business before the annual
meeting of shareholders only by giving timely written notice to the
Secretary of Pratt & Lambert United, setting forth the reasons for
desiring to bring such business before the meeting, the number of
shares beneficially owned by the proponent, and any material interest
of the proponent in the proposed business. Shareholder nominations to
the Board of Directors may be made only by giving timely written notice
to the secretary of Pratt & Lambert United, setting forth such
information about the proposed nominee as would be required to be
disclosed in a proxy statement for the election of directors, and the
number of shares beneficially owned by the proponent.
In addition, under rules of the Securities and Exchange Commission,
proposals of shareholders intended to be presented at the 1996 annual
meeting must be received by the Corporation on or before November 27,
1995, to be considered for inclusion in its Proxy Statement and form of
proxy relating to that meeting. Such proposals should be addressed to
Secretary, Pratt & Lambert United, Inc., P.O. Box 22, Buffalo, New York
14240.
R. D. STEVENS, JR.
Chairman of the Board
March 31, 1995
PRATT & LAMBERT UNITED, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS for the Annual Meeting of Shareholders
- May 4, 1995
J.J. CASTIGLIA, S.H. KNOX, III and R.D. STEVENS, JR., and each of them,
with full power of substitution, are hereby appointed proxies to vote
all shares (unless a lesser number is specified on the other side) of
the stock of Pratt & Lambert United, Inc. that the undersigned would be
entitled to vote at the Annual Meeting of shareholders of Pratt &
Lambert United, Inc. to be held at the Albright-Knox Art Gallery, 1285
Elmwood Avenue, Buffalo, New York, on May 4, 1995 at 10 a.m., local
time, and any adjournments thereof, with all powers the undersigned
would possess if personally present, for the election of directors, on
each of the other matters described in the Proxy Statement and
otherwise in their discretion.
<PAGE>
The shares represented by this Proxy will be voted as directed by the
shareholders. If no direction is given, such shares will be voted for
Proposals 1 and 2.
Please return this proxy card promptly using the enclosed envelope.
(OVER)
(OVER)
SHARES 0 I plan to attend the meeting.
The Board of Directors Recommends a Vote FOR Nos. 1 and 2:
A.M. Boas, M.L. Claster, J.J. Castiglia, A.L. Gorman, J.L. Kenner, Joy
Knapp, Jules F. Knapp, S.H. Knox, III, W.J. Larson, R.A. Marks, D.R.
Newcomb, R.D. Stevens, Jr., R.O. Swados
No. 1-Election of Directors:
0 Vote FOR the nominees
0 Withhold vote for all nominees
0 Vote for all nominees except nominee(s) written in this space:
No. 2-Ratification of the appointment of Independent Auditors
0 FOR
0 AGAINST
0 ABSTAIN
In their discretion, the proxies may vote upon such other business as
may properly come before the Pratt & Lambert United Annual Meeting or
any adjournments or postponements thereof.
Date ________________, 1995
Signature(s) of Shareholder(s) ___________________________
Signature(s) of Shareholder(s) ___________________________
Please mark and date the proxy and sign your name as it appears above.
If executed by a corporation, a duly authorized officer should sign.
Executors, administrators and trustees should so indicate when signing.
If shares are held jointly EACH holder should sign.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL
RECORD YOUR VOTES"
