<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PREMIER INDUSTRIAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Howard P. Frank, Secretary
-----------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / 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:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
[LOGO]
PREMIER INDUSTRIAL CORPORATION
4500 EUCLID AVE. - CLEVELAND, OHIO 44103 - (216) 391-8300
August 24, 1994
TO OUR SHAREHOLDERS
We cordially invite you to attend the Annual Meeting of Shareholders which
will be held at the STOUFFER TOWER CITY PLAZA HOTEL, 24 Public Square,
Cleveland, Ohio on TUESDAY, OCTOBER 11, 1994 at 11:00 A.M. Eastern Daylight
Time.
Exhibits will open at 10:30 a.m. At that time, you will have an opportunity
to meet and talk with Directors and officers.
The Notice of Meeting and Proxy Statement on the following pages contain
information as to matters to be acted upon, and your Directors'
recommendations as to your vote on each. We urge you to review the Proxy
Statement carefully. Following the formal business of the meeting, we will
review with you our current developments and outlook.
Your continuing interest in Premier is appreciated, and we hope you will
find it possible to attend the meeting. Should you be unable to do so, we
ask your assistance in signing and returning the enclosed proxy card
promptly.
Sincerely,
/s/ Morton L Mandel
---------------------
Morton L. Mandel
Chairman of the Board
2
<PAGE> 3
[LOGO] PREMIER INDUSTRIAL CORPORATION
4500 EUCLID AVE. - CLEVELAND, OHIO 44103 - (216) 391-8300
August 24, 1994
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Premier Industrial Corporation will
be held at 11:00 A.M., Eastern Daylight Time, on TUESDAY, OCTOBER 11, 1994
at the STOUFFER TOWER CITY PLAZA HOTEL, 24 Public Square, Cleveland, Ohio
for the following purposes:
1. To fix the number of Directors at ten and to elect ten Directors for
the ensuing year;
2. To ratify the appointment of KPMG Peat Marwick, as independent auditors
for the fiscal year ending May 31, 1995; and
3. To consider and act on such other matters, including a shareholder
proposal described in the accompanying Proxy Statement, as may
properly come before the meeting or any adjournment thereof.
Holders of Common Stock of the Corporation of record at the close of
business on August 12, 1994 will be entitled to vote at the Annual Meeting.
Shareholders who are unable to attend the meeting in person are urged to
date and sign the enclosed proxy and return it in the enclosed envelope as
promptly as possible to assure that their shares are represented at the
meeting.
By Order of the Board of Directors
/s/ Howard P. Frank
------------------------------
Howard P. Frank
Secretary
3
<PAGE> 4
[LOGO] PREMIER INDUSTRIAL CORPORATION
August 24, 1994
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Premier
Industrial Corporation (the "Corporation") for use at the Annual Meeting of
Shareholders to be held on October 11, 1994 (the "Annual Meeting").
Holders of Common Stock of record at the close of business on August 12,
1994 will be entitled to vote at the meeting. On that date, 84,837,057
shares of Common Stock were issued and outstanding. Each share of Common
Stock is entitled to one vote on all matters to come before the meeting.
This Proxy Statement and the accompanying form of proxy were first mailed
to shareholders on August 24, 1994.
If you are a participant in the Premier Dividend Reinvestment Plan, you
will not receive an additional form of proxy from National City Bank.
Rather, the shares held in your dividend reinvestment account will be voted
in the same manner as your vote on the enclosed proxy card.
ELECTION OF DIRECTORS
A proposal will be presented at the Annual Meeting to fix the number of
Directors at ten and to elect the following ten nominees as Directors. All
nominees are presently Directors.
It presently is intended that shares represented by proxies in the enclosed
form will be voted in favor of fixing the number of Directors at ten and
electing as Directors the ten nominees named in the table below, each to
serve for a term of one year and to hold office until his successor is
elected and qualified. The ten nominees for Director receiving the greatest
number of votes will be elected. Should any nominee decline or be unable to
accept such nomination or to serve as a Director, an event which the Board
of Directors does not now expect, the persons voting the shares represented
by such proxies may either vote such shares for a full slate which includes
a substitute nominee or for a reduced number of nominees, as they may deem
advisable.
The information concerning nominees set forth in the following table is
based in part on information received from the respective nominees and in
part on the Corporation's records.
4
<PAGE> 5
<TABLE>
<CAPTION>
PREMIER COMMON SHARES
BENEFICIALLY OWNED ON
JULY 8, 1994 (1)
NAME, AGE, PRINCIPAL OCCUPATION FOR THE ----------------------------------------------
LAST FIVE YEARS, AND DIRECTORSHIPS DIRECTOR % OF
IN PUBLIC COMPANIES SINCE NUMBER OF CLASS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EDWARD B. BRANDON, 62 1990 3,000 (2)
Chairman and Chief Executive Officer of National City
Corporation and, until April 1992, Chairman of its lead
bank, National City Bank. Mr. Brandon is also a director of
Standard Products Company and RPM, Inc. (3)
HUGH CALKINS, 70 1970 21,579 (4) (2)
Teacher, Cleveland Public School System since
September 1990. Mr. Calkins was a Partner of Jones, Day,
Reavis and Pogue (lawyers) until his retirement on
December 31, 1989. (5) (6)
JOHN C. COLMAN, 67 1960 110,562 (7) (2)
Private investor and consultant. Mr. Colman is also a
director of Duplex Products, Inc. and Orion Capital Corp.
(3) (6)
SCOTT S. COWEN, 48 1986 3,532 (2)
Dean of the Weatherhead School of Management and
Professor of Accountancy, Case Western Reserve
University. He is also a director of Fabri-Centers of America,
Inc., American Greetings Corporation, LDI Corp., Forest
City Enterprises, Inc., and Society National Bank. (3) (5)
WILLIAM M. HAMILTON, 69 1987 44,509 (8) (2)
From March 1987 until his retirement on December 31,
1991, Mr. Hamilton was President of the Corporation. (5)
BRUCE W. JOHNSON, 53 1992 62,701 (9) (2)
President of the Corporation. Mr. Johnson served as
Executive Vice President from 1987 until January 1992.
JACK N. MANDEL, 82 1946 18,674,698 (10) 22.0%
Chairman, Finance Committee of the Corporation. (11)
JOSEPH C. MANDEL, 80 1946 19,132,801 (10) 22.6%
Chairman, Executive Committee of the Corporation. (11)
MORTON L. MANDEL, 72 1946 20,343,227 (10) 24.0%
Chairman and Chief Executive Officer of the Corporation. (11)
PHILIP S. SIMS, 66 1991 1,466,432 (12) 1.7%
Vice Chairman of the Board (Chief Financial Officer).
Mr. Sims served as Vice Chairman of the Board and
Treasurer from October 1991 to November 1992; and
Executive Vice President and Treasurer from 1987 to
October 1991. (5) (6) (11)
</TABLE>
5
<PAGE> 6
(1) Reported in accordance with beneficial ownership rules of the Securities
and Exchange Commission (the "Commission" or the "SEC") under which a
person is deemed to be the beneficial owner of a security if he has or
shares voting power or investment power in respect of such security or has
the right to acquire such ownership within 60 days. Accordingly, the
amounts shown in the table do not purport to represent beneficial
ownership for any purpose other than compliance with the Commission's
reporting requirements. Except as otherwise indicated in the notes to
this table and to the following table, each of the nominees has sole
voting and investment power of the shares shown as beneficially owned by
such nominee. As of July 8, 1994, 84,837,057 shares of Common Stock of the
Corporation were outstanding.
(2) Less than one percent.
(3) Member of Audit Committee.
(4) Includes 1,995 shares owned by Mr. Calkins' wife. Mr. Calkins disclaims
beneficial ownership of his wife's shares.
(5) Member of Corporate Responsibility Committee.
(6) Member of Salary Committee.
(7) Includes 69,102 shares owned by Mr. Colman's wife. Mr. Colman disclaims
beneficial ownership of his wife's shares.
(8) Includes 14,671 shares owned by Mr. Hamilton's wife.
(9) Includes 288 shares credited to Mr. Johnson's account under the
Corporation's PAYSOP.
(10) For details of these holdings, see the notes to the following table.
(11) Member of Finance Committee and Executive Committee.
(12) Includes 60,048 shares owned by Mr. Sims' wife; 288 shares credited to his
account under the Corporation's PAYSOP; 439,645 shares owned by the
Corporation's pension trusts as to which he serves as one of the members
of the advisory committee; and 897,479 shares held in a charitable
foundation of which he is a trustee.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Jack N., Joseph C. and Morton L. Mandel are brothers and co-founders of the
Corporation.
During fiscal 1994, in connection with his relocation at the
request of the Corporation, William D. Coole, a Vice President of the
Corporation, received an advance from the Corporation of $144,000, which
was satisfied upon completion of his relocation.
See also the matters described on page 15 of this Proxy Statement under the
caption "Compensation Committee Interlocks and Insider Participation."
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has established six committees to assist it in the
discharge of its responsibilities: an Executive Committee, a Finance
Committee, a Corporate Responsibility Committee, an Audit Committee, a
Salary Committee and a Stock Option Committee. The Board does not have a
standing Nominating or Compensation Committee.
The Audit Committee, comprised of non-employee Directors, provides
assistance to the Board of Directors in fulfilling its fiduciary
responsibilities relating to corporate accounting, auditing, and reporting
practices. Specifically, this Committee reviews the scope and results of audits
performed by the internal audit staff and outside auditors, reviews certain
consulting services provided by the outside auditors, reports to the Board of
Directors its findings, recommends changes in the scope, methods or procedures
of the auditing
6
<PAGE> 7
functions, and recommends the selection of outside auditors. The Audit
Committee met twice during fiscal 1994 with the internal audit staff and the
independent auditors.
During fiscal 1994, the Board of Directors held five regular meetings. All
Directors attended at least 75% of the meetings of the Board and any
committees thereof on which they served during the year.
COMPENSATION OF THE BOARD OF DIRECTORS
Directors who are not employees of the Corporation, and who provide no
services to the Corporation for which they charge a fee, are paid an annual
retainer fee of $12,000, plus $500 for each Board meeting attended, $250
for each committee meeting attended, and any travel expenses incurred.
Directors who perform services for the Corporation for which they charge a
fee receive only the Board meeting and committee meeting fees. The
Directors who are officers of the Corporation receive no remuneration for
their services as Directors.
Mr. Colman and Mr. Hamilton perform consulting services for the Corporation
for which they charge a fee. During the fiscal year ended May 31, 1994, Mr.
Colman and Mr. Hamilton were paid $55,000 and $120,000, respectively, for
such consulting services, plus reimbursement of their expenses. Their
consulting arrangements provide for the performance of such services for
such consideration as may be mutually agreed from time to time, and are
terminable upon notice thereof by either party at any time.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership information as of July
8, 1994, or such other date as noted below (based on the SEC rules referred
to in note (1) to the preceding table) as to persons known by the
Corporation to be the beneficial owners of more than 5% of the outstanding
Common Stock and as to all Directors and executive officers as a group.
Information concerning the beneficial ownership of Common Stock by
individual Directors and certain named executive officers is set forth on
pages 5-6 of this Proxy Statement.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AND ADDRESS OF OWNED OR PERCENTAGE
BENEFICIAL OWNER CONTROLLED OF CLASS
- - -------------------------------------------------------------------------------
<S> <C> <C>
Jack N. Mandel 18,674,698 (1) 22.0%
4500 Euclid Avenue
Cleveland, Ohio 44103
Joseph C. Mandel 19,132,801 (2) 22.6%
4500 Euclid Avenue
Cleveland, Ohio 44103
Morton L. Mandel 20,343,227 (3) 24.0%
4500 Euclid Avenue
Cleveland, Ohio 44103
All Directors and executive officers as a group 53,652,316 63.2%
(after eliminating duplications) (4)
The Huntington National Bank 4,579,884 (5) 5.4%
41 South High Street, Suite 3400
Columbus, Ohio 43287
</TABLE>
7
<PAGE> 8
(1) Includes: 44,766 shares owned by Mr. Mandel; 15,370,270 shares held in a
trust for the benefit of Mr. Mandel in which he retains a reversionary
interest; 257,479 shares held in a charitable foundation of which he is a
trustee; 185,964 shares held as co-trustee of a trust established by a
family member for the benefit of his grandchildren; 3,591 shares held as
co-trustee of a trust established by a family member for the benefit of his
grandchildren; 288 shares credited to his account under the Corporation's
PAYSOP; 1,209,584 shares held by a charitable entity for the benefit of
charity of which he is a co-trustee; 752,849 shares held by a charitable
entity created by a family member for the benefit of charity of which he
is a co-trustee; and 849,907 shares held by a charitable entity created by
a family member for the benefit of charity of which he is co-trustee.
(2) Includes: 84,000 shares owned by Mr. Mandel; 10,229,719 shares held in a
trust for the benefit of Mr. Mandel in which he retains a reversionary
interest; 1,630,948 shares held in irrevocable trusts for members of his
family of which he is trustee or trust advisor; 373,420 shares held in a
charitable foundation of which he is trustee; 3,998,495 shares held in a
trust for the benefit of his wife of which he is trustee; 3,591 shares held
as co-trustee of a trust established by a family member for the benefit of
his grandchildren; 288 shares credited to his account under the
Corporation's PAYSOP; 849,907 shares held by a charitable entity for the
benefit of charity of which he is a co-trustee; 1,209,584 shares held by a
charitable entity created by a family member for the benefit of charity of
which he is a co-trustee; and 752,849 shares held by a charitable entity
created by a family member for the benefit of charity of which he is
co-trustee.
(3) Includes: 39,000 shares owned by Mr. Mandel; 13,995,754 shares held in a
trust for the benefit of Mr. Mandel in which he retains a reversionary
interest; 427,041 shares held in a charitable foundation of which he is a
trustee; 64,642 shares held in a trust for the benefit of his wife of which
he is a trustee; 2,176,578 shares held in trusts for the benefit of certain
family members of which his wife is the trustee or trust advisor; 185,964
shares held as co-trustee of a trust established by a family member for the
benefit of his grandchildren; 641,620 shares owned by the Corporation's
pension and profit sharing trusts as to which he serves as one of the
members of the advisory committee; 288 shares credited to his account under
the Corporation's PAYSOP; 752,849 shares held by a charitable entity for
the benefit of charity of which he is a co-trustee; 1,209,584 shares held
by a charitable entity created by a family member for the benefit of
charity of which he is a co-trustee; 849,907 shares held by a charitable
entity created by a family member for the benefit of charity of which he is
co-trustee.
(4) The amounts shown as beneficially owned by Jack N., Joseph C. and Morton L.
Mandel include 2,812,340 shares of which each of them is deemed to be a
beneficial owner under SEC rules. The amounts shown as beneficially owned
by Jack N. and Joseph C. Mandel also include 3,591 shares of which they are
both deemed to be beneficial owners under SEC rules. Further, the amounts
shown as beneficially owned by Jack N. and Morton L. Mandel include 185,964
shares of which they are both deemed to be beneficial owners under SEC
rules. These duplications have been eliminated in computing the number of
shares beneficially owned by all Directors and officers as a group. In
addition, duplications relating to deemed beneficial ownership by officers
of shares owned by the Corporation's pension and profit sharing trusts, or
by charitable foundations for which such officers are co-trustees, have
been eliminated.
(5) The Huntington National Bank has informed the Corporation that as of August
10, 1994 it has sole voting power for 4,576,434 shares; shared voting power
for 150 shares; sole investment power for 406,592 shares; and shared
investment power for 51,043 shares.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Corporation's officers and Directors, and persons who beneficially own more
than 10% of the Corporation's outstanding Common Stock, to file with the SEC
initial reports of beneficial ownership and reports of changes in beneficial
ownership of equity securities of the Corporation on Forms 3, 4 and 5. Based on
the copies of such reports furnished to it, the Corporation believes that
during fiscal 1994 all Section 16(a) filing requirements applicable to its
officers, Directors and greater than 10% beneficial owners were
8
<PAGE> 9
satisfied, except for the following: a Form 4 timely filed on behalf of J.
Kenneth Gibson, an officer, overreported the shares exchanged for a stock
option exercise; this inaccuracy has been corrected in a subsequently filed
amended Form 4 which may be considered as a late filing.
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth information with respect to compensation paid to
the Chief Executive Officer and each of the other four most highly compensated
executive officers of the Corporation for services in all capacities during the
fiscal years ended May 31, 1994, 1993 and 1992, as well as certain information
on grants and exercises of stock options under the Corporation's 1973 Stock
Option Plan for Management Employees (the "Stock Option Plan").
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ ------------
AWARDS
------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL FISCAL OPTIONS/SARS ALL OTHER
POSITION YEAR SALARY ($) (#) (1) COMPENSATION ($) (2)
- - ------------------------- ------ ---------- ------------ --------------------
<S> <C> <C> <C> <C>
Morton L. Mandel 1994 $540,000 -0- $ 9,000
Chairman of the Board and 1993 520,000 -0- 10,000
Chief Executive Officer 1992 500,000 -0- 50,000
Jack N. Mandel 1994 255,000 -0- 3,000
Chairman of the 1993 250,000 -0- 13,000
Finance Committee 1992 245,000 -0- 5,000
Joseph C. Mandel 1994 255,000 -0- 22,000
Chairman of the 1993 250,000 -0- 14,000
Executive Committee 1992 245,000 -0- 15,000
Philip S. Sims 1994 297,000 4,000 3,000
Vice Chairman of 1993 284,000 6,000 6,000
the Board 1992 270,000 5,400 2,000
Bruce W. Johnson 1994 278,000 4,000 5,000
President 1993 260,000 6,000 4,000
1992 241,000 5,400 4,000
<FN>
- - ---------
(1) The number of shares covered by stock options granted in 1993 and 1992 has
been adjusted for the 3-for-2 stock split in the form of a stock dividend
declared by the Board of Directors in December, 1992. The Corporation has no
plan providing for grants of stock appreciation rights (SARs), either in
tandem with or separate from stock options.
(2) All amounts in this column represent reimbursements for medical expenses
incurred during the respective years shown.
</TABLE>
9
<PAGE> 10
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (4) (5)
- - ------------------------------------------------------------------------------ -----------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/SARS GRANTED TO OR BASE PRICE
GRANTED EMPLOYEES IN ($ PER SHARE) EXPIRATION
NAME (1) (#)(2) FISCAL YEAR(2) (2) (3) DATE 5% ($) 10% ($)
- - ----------- ----------- -------------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PHILIP S. SIMS 4,000 .7% $28.125 11-30-98 $31,100 $68,700
BRUCE W. JOHNSON 4,000 .7% $28.125 11-30-98 $31,100 $68,700
<FN>
- - --------------
(1) Morton L., Jack N. and Joseph C. Mandel are not eligible to participate in
the Stock Option Plan and therefore are omitted from the table above and
the following table.
(2) The Corporation has no plan providing for grants of SARs, either in tandem
with or separate from stock options.
(3) Options have an exercise price of not less than 100% of the fair market
value of the Corporation's Common Stock on the date of grant. The
exercise price may be paid by cash and/or then owned shares,
valued at their fair market value at the time of option exercise.
(4) Options held by Mr. Sims and Mr. Johnson become exercisable five years
after the date of grant. No portion is exercisable before five
years, except that options become fully exercisable for prescribed
periods following an optionee's death or, in certain circumstances,
retirement.
(5) The amounts shown reflect appreciation at the 5% and 10% rates prescribed
by applicable SEC rules for illustrative purposes. Therefore, they
are not intended to forecast future financial performance or
potential future stock appreciation, and are not necessarily
indicative of the actual values that may be realized by the named
executive officers.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
----------------------------------------------------
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
(#) (1) ($) (1)
SHARES --------------- ---------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- - -------------- ------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Philip S. Sims 7,200 $103,000 -0- / 30,100 -0- / $74,350
Bruce W. Johnson 6,300 $83,038 -0- /27,100 -0- / $61,800
<FN>
- - --------------
(1) This value is calculated based on the difference between $20.00, the
closing price of the Corporation's Common Stock on May 31,1994, and the
exercise price of the options.
</TABLE>
10
<PAGE> 11
RETIREMENT PROGRAM
Premier Master Pension Plan B provides pension benefits for eligible
salaried employees of the corporate office and certain divisions and
subsidiaries. Certain other employees who are not covered by Premier
Master Pension Plan B are eligible to participate in separate pension
plans.
The following table sets forth the estimated annual retirement
benefits payable under Premier Master Pension Plan B (assuming
payments made on the normal straight-life basis and not under any of
the various survivor options) in various remuneration classifications
upon retirement at age 65 after indicated periods of service. These
amounts are determined under the assumptions that all of the indicated
years of service occurred after June 1, 1973 and that the Social
Security amount equals the level of benefits payable to an employee
retiring at age 65 with the indicated compensation on January 1, 1994
based on the Plan provisions as of December 31, 1993.
<TABLE>
PENSION PLAN TABLE
------------------
<CAPTION>
AVERAGE ANNUAL ANNUAL BENEFIT FOR INDICATED YEARS OF SERVICE
REMUNERATION -----------------------------------------------------------------------------------
DURING FINAL
5-YEAR PERIOD 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $ 14,677 $ 23,010 $ 31,344 $ 39,677 $ 44,677
200,000 39,677 56,344 73,010 89,677 99,677
300,000 64,677 89,677 114,677 139,677 154,677
400,000 89,677 123,010 156,344 189,677 209,677
500,000 114,677 156,344 198,010 239,677 264,677
600,000 139,677 189,677 239,677 289,677 319,677
650,000 152,177 206,344 260,510 314,677 347,177
</TABLE>
Premier Master Pension Plan B provides for benefits based on the average of the
total compensation during the five consecutive calendar years of employment in
the final ten calendar years preceding retirement that yield the highest
average. Total compensation covered by the plan is all cash remuneration payable
by the Corporation to or for the benefit of a member of the plan for services
rendered while an employee (which corresponds to the amounts shown as "salary"
in the Summary Compensation Table), excluding any medical reimbursement
payments, bonuses, incentive compensation payments, life insurance premiums and
amounts arising under stock options. Actual benefits payable would be subject to
the applicable maximum established by the Internal Revenue Service ($118,800 for
retirement in 1994) and certain limitations would be imposed on the compensation
to be included for purposes of calculating pension benefits ($150,000 limitation
in 1994).
The pension benefit is equal to the greater of (1) 1 2/3% of average total
compensation times years of service (maximum 33 years), less 75% of the
employee's Primary Social Security benefit payable at age 65 or (2) a minimum
benefit formula not related to compensation. The maximum Social Security benefit
payable at age 65 for a person retiring in 1994 is $13,764. The amounts shown in
this table reflect an offset for Social Security, as outlined above, of $10,323
(75% of $13,764).
Certain employees are also entitled to benefits derived from the Corporation's
prior profit sharing plan; however, in these cases, the pension benefit payable
from the Corporation's Master Pension Plan B is reduced to reflect those years
in which the profit sharing programs were in effect.
11
<PAGE> 12
The applicable years of service as of January 1, 1994 for each of the
individuals named in the Summary Compensation Table are:
<TABLE>
<CAPTION>
YEARS OF
NAME SERVICE
------------------------------------------------
<S> <C>
Morton L. Mandel 48
Jack N. Mandel 48
Joseph C. Mandel 48
Philip S. Sims 38
Bruce W. Johnson 26
-----------
</TABLE>
In accordance with rules promulgated by the SEC, the information included
in this Proxy Statement under the captions "Compensation Committee Report
on Executive Compensation" and "Five-Year Shareholder Return Comparison"
will not be deemed to be proxy "soliciting material" or to be "filed" or
incorporated by reference in any prior or future filings by the Corporation
under the Securities Act of 1933 or the Securities Exchange Act of 1934.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The following report describes the philosophy and procedures relating to
the Corporation's executive officer compensation program for fiscal 1994,
and discusses specifically the compensation for the Chairman of the Board
and Chief Executive Officer.
The fiscal 1994 cash compensation of the Corporation's Chairman and Chief
Executive Officer, and of all other executive officers of the Corporation
who then served on its Board of Directors (Jack N. Mandel, Joseph C.
Mandel, Philip S. Sims and Bruce W. Johnson), was determined by the Board
of Directors. The Corporation's Board of Directors does not have a
Compensation Committee. The Chairman and Chief Executive Officer presented
to the Board the amount of his proposed remuneration, as well as the
respective cash compensation amounts recommended for such other four
executive officers, and those amounts were approved unanimously by the
remaining members of the Board of Directors. The Board of Directors
authorized the Chairman to establish the compensation of the Corporation's
other executive officers or to delegate such determinations to other
appropriate executive officers.
The Board of Directors has delegated its authority under the Corporation's
Stock Option Plan to a Stock Option Committee comprised of three members
(Jack N., Joseph C. and Morton L. Mandel) who are not eligible to
participate in such plan. Generally, the stock option component of total
compensation for executive officers who qualify as eligible participants
under the Stock Option Plan is proposed by Morton L. Mandel, in accordance
with the guidelines described below, and is approved by the Stock
Option Committee.
COMPENSATION PHILOSOPHY
The Corporation's general policies regarding compensation of its management
personnel, including its executive officers, are designed to help the
Corporation attract, motivate and retain the qualified management personnel
that it needs in order to maximize shareholder returns. Toward that end,
the Corporation seeks to provide fair levels of total compensation and
integrate compensation with corporate performance and shareholder values by
including equity-based compensation as a key component.
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<PAGE> 13
The Corporation's compensation program for all of its executive officers,
except as noted below, consists of two basic elements: cash compensation
consisting of base salary, and equity-based compensation consisting of
stock option grants. The Corporation has not included annual bonuses or
other cash incentive programs as a part of executive officer compensation,
because regular stock options are believed to afford appropriate and
adequate long-term incentives, as well as an important direct link to
shareholder interests. Because the members of the Stock Option Committee
are not eligible to receive option grants under the terms of the Stock
Option Plan, their basic remuneration as executive officers of the
Corporation consists solely of cash salaries.
Recently enacted Section 162(m) of the Internal Revenue Code of 1986, as
amended, generally limits corporate tax deductions for compensation paid to
each of the executive officers named in the Summary Compensation Table to
one million dollars, unless certain requirements are met. This new
limitation has no effect on the Corporation's ability to deduct the
compensation paid for tax purposes in fiscal 1994 to such named executive
officers. As the tax deductibility of compensation is not an issue at this
time, the Corporation believes it important to retain flexibility to design
compensation programs that meet its objectives as stated above.
COMPENSATION PROGRAM
BASE SALARY. Management recommendations for each executive officer's salary
generally reflect a determination as to whether the amount of the executive
officer's current salary should be increased based on senior management
judgments and perceptions relating to: the individual's leadership,
experience, skills and overall job performance; the nature and level of his
job responsibilities; any actual or planned changes in the scope of such
responsibilities; and overall salary levels of management personnel of the
Corporation. In fixing cash compensation of its executive officers, the
Corporation does not generally employ compensation consultants or undertake
formal, scheduled surveys of compensation paid to executives of other
corporations. The recommended compensation is believed to be that
appropriate for the particular position at the Corporation, irrespective of
the Corporation's performance. Therefore, the cash compensation of
executive officers generally does not fluctuate on the basis of the
Corporation's performance.
BROAD-BASED STOCK OPTION PLAN. The Stock Option Plan is an important
element of the overall compensation program for the Corporation's
management employees, including its participating executive officers.
During each year since 1973, all management employees of the Corporation,
including all of its eligible executive officers, in the Corporation's
employ on the date fixed have received grants under the Stock Option Plan.
In fiscal 1994, the Stock Option Committee offered options to approximately
1,300 management employees under the Corporation's broad-based stock
option program.
Providing management personnel with the opportunity to increase their
ownership aligns their long-term interests with those of the Corporation's
shareholders and encourages the retention and continuity of management.
Options underscore the importance of improving shareholder value over the
long term, since the full benefit of the compensation package will be
realized only if there is an appreciation in the stock price over a number
of years to the benefit of all of the Corporation's shareholders.
Grants under the Stock Option Plan are of non-qualified options with an
exercise price not less than the fair market value of the shares on the
date of grant. The number of shares subject to options granted to
individual participants generally is based upon the
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<PAGE> 14
respective salary bracket, among those set from time to time by the
Corporation, within which the individual's base salary falls, thereby
indirectly reflecting such individual's level of management responsibility.
The size of a grant does not take into account the number of shares then
owned by the optionee.
Options typically have a term of and become exercisable over a five-year
period. Upon exercise of options, executive officers of the Corporation are
expected to retain the shares received for some time thereafter in order to
grow their equity stake in the Corporation.
As described above, none of the co-founders of the Corporation (Jack N.,
Joseph C. or Morton L. Mandel) is eligible to participate in the Stock
Option Plan. Since they, alone or together with spouses and various trusts
for family members, are principal shareholders of the Corporation, they are
believed to derive sufficient incentive to maximize corporate performance
through their status as such shareholders, without the need for incentive
compensation in addition to, or as part of, their regular compensation.
COMPENSATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The recommendation by the Chairman of the Board and Chief Executive Officer
of the Corporation of his own salary, and the determination by the Board of
Directors of the amount thereof, are made consistent with the procedures
and considerations described above. The Chairman's 1994 compensation was
based to a substantial extent on historical compensation practices
applicable to him and the recognition of the incentives implicit in his
status as a principal shareholder of the Corporation.
Although no formal comparisons were undertaken, Mr. Morton L. Mandel's cash
compensation from the Corporation was believed to be appropriate and
reasonable, particularly given his tenure with the Corporation since its
formation, his knowledge regarding all aspects of its business, and the
significance of his ongoing contribution in terms of experience, vision and
leadership. During his thirty-four year tenure as President and then Chief
Executive Officer, the Corporation has experienced strong, sustained
performance, even in difficult economic environments.
Submitted by the Board of Directors:
Edward B. Brandon
Hugh Calkins
John C. Colman
Scott S. Cowen
William M. Hamilton
Bruce W. Johnson
Jack N. Mandel
Joseph C. Mandel
Morton L. Mandel
Philip S. Sims
and the Stock Option Committee:
Jack N. Mandel
Joseph C. Mandel
Morton L. Mandel
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<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since there is no compensation committee of the Board of Directors, all
members of the Board of Directors participated in deliberations in respect
of executive officer compensation for fiscal 1994. The compensation of the
executive officers then also serving as Directors, Jack N., Joseph C. and
Morton L. Mandel, Philip S. Sims and Bruce W. Johnson, received the
unanimous approval of the remaining Directors. Members of the Stock Option
Committee, consisting of Jack N., Joseph C. and Morton L. Mandel, approved
all stock option grants.
Those participating in such executive officer compensation deliberations
included Jack N., Joseph C. and Morton L. Mandel, Philip S. Sims and Bruce
W. Johnson, all of whom are executive officers of the Corporation.
Also participating in the Board determination of executive officer
compensation was one former executive officer. Until his retirement on
December 31, 1992, William M. Hamilton was the President of the
Corporation. Mr. Hamilton also performs consulting services for the
Corporation, for which he received $120,000, plus reimbursement of his
expenses, during the fiscal year ended May 31, 1994.
Edward B. Brandon, a Director, is Chairman and Chief Executive Officer of
National City Corporation. Its lead bank, National City Bank, has served as
the Transfer Agent and Registrar of Common Stock since July, 1987 and
performs various banking services for the Corporation.
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The following graph compares the cumulative total returns (assuming
reinvestment of dividends) for the five years ended May 31, 1994, assuming
$100 was invested on May 31, 1989 in the stock of Premier Industrial
Corporation, the S&P 500 Index and an index of peer companies (the "Peer
Group"). As Premier Industrial Corporation is a large national distributor
of electronic components for industrial and consumer products and essential
maintenance and repair products for industrial, commercial and
institutional applications, the Peer Group is comprised of other industrial
distributors that had market capitalizations exceeding $50 million at the
beginning of the five-year period and that are classified under Standard
Industrial Classification (S.I.C.) durable wholesale trade codes 5000
(Durable Goods - Wholesale), 5063 (Electrical Apparatus & Equipment), 5065
(Electronic Parts & Equipment), 5072 (Hardware) or 5080 (Machinery &
Equipment, Wholesale). Companies so identified by Standard & Poor's
Compustat Services, Inc. that comprise the Peer Group are: AAR Corp.,
Anthem Electronics Inc., Arrow Electronics Inc., Avnet Inc., Bearings Inc.,
Bell Industries Inc., W.W. Grainger Inc., Hughes Supply Inc., Itel Corp.,
Kaman Corp., Lawson Products, Marshall Industries, North Star Universal
Inc., Richardson Electronics Ltd., Sun Distributors L.P., Willcox & Gibbs
Inc. and Wyle Laboratories. Changes from last year in the composition of
the Peer Group result from application of the above criteria by Standard &
Poor's Compustat Services, Inc. and reflect the deletion of Audiovox (due
to the change in its market capitalization from 1988 to 1989), as well as
the exclusion of Barnes Group, Inc. and inclusion of North Star Universal
Inc. (due to their reclassifications by Standard & Poor's Compustat
Services, Inc. under the other above criteria).
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<PAGE> 16
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Among Premier Industrial Corporation, the S&P 500 Index and the Peer Group
Index. Data supplied by Standard and Poor's Compustat Services, Inc.
<TABLE>
<CAPTION>
CUMULATIVE RETURNS AS OF MAY 31,
---------------------------------------------------------
1989 1990 1991 1992 1993 1994
---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Premier Industrial $100.00 $140.01 $147.01 $188.14 $221.95 $169.41
S&P 500 Index $100.00 $116.61 $130.37 $143.21 $159.84 $166.64
Peer Group Index $100.00 $105.77 $110.10 $124.56 $155.62 $162.23
</TABLE>
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed KPMG Peat Marwick as independent auditors to examine the
books of account and other corporate records of the Corporation for the
fiscal year ending May 31, 1995. KPMG Peat Marwick has performed this
function for the Corporation continually since 1954 and is considered by
the Directors to be well qualified.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK. This proposal will require for
adoption the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation represented at
the meeting in person or by proxy.
During the fiscal year ended May 31, 1994, KPMG Peat Marwick was engaged by
the Corporation to perform audit services, which included the examination
of annual reports and registration statements with the Securities and
Exchange Commission, consultation on financial accounting and reporting
matters, and meetings with the Audit Committee.
A representative of KPMG Peat Marwick will be present at the meeting and
will have the opportunity to make a statement if he desires to do so and to
answer appropriate questions.
SHAREHOLDER PROPOSAL
The Adrian Dominican Sisters, 1257 East Siena Heights Drive, Adrian,
Michigan 49221, the beneficial owners of 7,400 shares of the Corporation's
Common Stock, have advised the Corporation that they intend to introduce
the resolution set forth below at the Annual Meeting. Christian Brothers
Investment Services, Inc., 675 Third Avenue, New York, New York 10017-5704,
the holders of 170,305 shares of the Corporation's Common Stock, has
advised the Corporation that it intends to co-sponsor such resolution.
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<PAGE> 17
The affirmative vote of a majority of the shares of Common Stock present at
the Annual Meeting in person or by proxy is required for adoption of the
following shareholder-proposed resolution. Management of the Corporation
opposes this resolution for the reasons that follow the resolution and its
accompanying supporting statement. A substantially similar proposal was
included in the Corporation's 1993 Proxy Statement. Of the total shares
present and entitled to vote, over 94% were counted as votes against that
proposal.
SHAREHOLDER PROPOSAL
WHEREAS:
We believe that the Board of Directors of many publicly-owned corporations
have benefited from the perspective brought to their decision-making
process by their well-qualified Board members and senior executives of both
genders and various racial heritages;
Premier Industrial currently has a distinguished Board of ten Directors all
of whom are of the same gender and racial heritage;
Premier Industrial has listed twenty corporate staff members in the 1993
Annual Report, all but one of whom are of the same gender;
The Board of Premier Industrial has established a number of standing
committees, but no standing Nominating Committee;
We believe that the Directors should take every reasonable step to be sure
that women and persons of various racial heritages are in the pool from
which Directors and senior managers are chosen;
The office of Federal Contract Compliance mandates that all companies
selected for Federal contracts must not discriminate on the basis of gender
or race;
THEREFORE, BE IT RESOLVED:
That shareholders recommend that the Board of Directors:
1. Publicly commit the company to a policy of greater diversity in senior
management and Board positions;
2. Report to shareholders a plan to implement this public commitment,
including time line expectations, and to periodically report progress
on this implementation;
3. Establish a standing Nominating Committee of the Board of Directors to
assist in the greater effort to review women and
multiracial/multicultural candidates to the Board consonant with this
public commitment.
STATEMENT OF SUPPORT
Racial and gender diversification among the work force and the purchasing
population has increased enormously. This diversification has more slowly
seeped into decision-making positions in large public corporations. Premier
Industrial Corporation has not benefited as greatly from this movement as
it could.
We ask those shareholders who agree that the judgments and perspectives
offered by a more inclusive Board and management signal this agreement by
voting YES on this recommendation to the Board of Directors.
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<PAGE> 18
STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION
We fully concur in the spirit and intent of the proposal, as it reflects
support for gender, racial and cultural diversity in the work force and
recognizes the benefits of diverse perspectives in the decision-making
process.
We seek to promote such diversity by our long-standing emphasis on equal
opportunity at all levels and in all aspects of our employment practices,
coupled with a "promotion from within" preference. Our commitment is
evidenced by our policies and programs in support of the hiring, retention
and internal advancement of women and minorities. It is believed that over
time such efforts enhance workplace diversity at all levels, as qualified
female and minority employees move up through the ranks.
Although the Board of Directors endorses the intent of the shareholder
proposal, we do not feel that the procedures it contemplates are advisable.
We believe that it is not in the best interests of the Corporation and its
shareholders to establish or impose arbitrary goals, procedures or
timelines on our ongoing efforts to promote equal opportunity and workplace
diversity. Rather, we believe that existing policies and programs are well
suited to continue progress in these efforts.
We further believe that the establishment of a standing Nominating
Committee of the Board of Directors is not in the best interests of the
Corporation and its shareholders. Rather, such interests are best served by
continuing to afford the Board of Directors as a whole, with input from
management, maximum flexibility to identify candidates who are well
qualified to represent the interests of shareholders and to contribute to
the overall performance of the Board and the Corporation.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE CORPORATION VOTE AGAINST THIS PROPOSAL.
GENERAL PROXY INFORMATION
VOTING PROCEDURES
Votes will be tabulated by or under the direction of Inspectors of Election
appointed by the Board of Directors who will determine the presence of a
quorum and certify the results of shareholder voting at the Annual Meeting.
As provided by Ohio law and the Corporation's Regulations, the holders of
shares of Common Stock entitling them to exercise a majority of the voting
power of the Corporation will constitute a quorum for the Annual Meeting.
For purposes of determining the existence of a quorum, the Inspectors of
Election will treat as "present" all properly executed proxies marked
"abstain" and those for which authority to vote for Director nominees is
withheld, as well as proxies for shares held by brokers in "street
name" that are not voted on all proposals to come before the Annual Meeting
("broker non-votes").
In accordance with Ohio law and the Corporation's Regulations, if a quorum
is present at the Annual Meeting, the ten Director nominees receiving the
greatest number of votes will be elected Directors. Votes withheld in
respect of the election of Directors, including broker non-votes, will not
be counted in determining which nominees receive the greatest number of
votes and therefore are elected as Directors.
Adoption of the other proposals to come before the Annual Meeting will
require the affirmative vote of a majority of the voting power of the
Corporation present at the meeting. Abstentions and broker non-votes are
required to be counted under the Corporation's Regulations in determining
the number of shares present at the Annual Meeting, but will not represent
a vote in favor of such proposals. Therefore, abstentions and broker
non-votes will have the same effect as a vote against such proposals.
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VOTING OF PROXIES
Unless authority is withheld, shares represented by properly executed
proxies will be voted at the meeting, and if a shareholder has specified
how the shares represented thereby are to be voted, they will be voted in
accordance with such specification. It is intended that shares represented
by properly executed proxies on which no specification has been made will
be voted for fixing the number of and electing the ten nominees named under
"Election of Directors," in favor of the proposal to ratify the appointment
of independent auditors, and against the shareholder proposal.
REVOCATION OF PROXIES
A proxy may be revoked at any time before a vote is taken or the authority
granted is otherwise exercised. Revocation may be accomplished by the
execution of a later proxy with regard to the same shares, or by giving
notice in writing or in open meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form will be borne by
the Corporation. The Corporation will not pay any compensation for the
solicitation of proxies, but may pay brokers, nominees, fiduciaries, and
other custodians their reasonable expenses for sending proxy material to
principals and obtaining their instructions. In addition to solicitation by
mail, proxies may be solicited in person, or by telephone or telegraph, by
Directors, officers and regular employees of the Corporation.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholder proposals for the 1995 Annual Meeting of Shareholders must be
received by the Corporation no later than April 27, 1995, in order to be
included in the Corporation's Proxy Statement and proxy relating to that
meeting.
OTHER MATTERS
The Board of Directors knows of no matter to be presented at the meeting
other than those described in this Proxy Statement. If any other matter
should be presented upon which a vote may properly be taken, it is the
intention of the persons named in the enclosed form of proxy to vote all
proxies (unless otherwise directed by shareholders) in accordance with
their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Howard P. Frank
Howard P. Frank
Secretary
Cleveland, Ohio
August 24, 1994
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[LOGO] PREMIER INDUSTRIAL CORPORATION
4500 EUCLID AVE. - CLEVELAND, OHIO 44103 - (216) 391-8300
/><\
\></ PRINTED ON RECYCLED PAPER
<PAGE> 21
PREMIER INDUSTRIAL CORPORATION
4500 Euclid Avenue - Cleveland, Ohio 44103
The undersigned hereby appoints Howard P. Frank and Karen A. Vereb
as proxies, each with the power to appoint his or her substitute,
and hereby authorizes them to represent and to vote, as designated
on the reverse side of this card, all of the Common Stock of Premier
[LOGO] Industrial Corporation held of record by the undersigned on August
12, 1994, at the Annual Meeting of Shareholders to be held at the
PREMIER Stouffer Tower City Plaza Hotel, 24 Public Square, Cleveland, Ohio
on October 11, 1994, or at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, IT WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE OF THIS CARD BY THE UNDERSIGNED SHAREHOLDER; IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR #1 AND #2 AND
AGAINST #3.
DATE:_____________________________, 1994
________________________________________
________________________________________
Shareholder's Signature
Please sign exactly as your name appears
at left. In signing as attorney,
executor, administrator, trustee or
guardian please give full title as such,
and if signing for a corporation please
give your title. When shares are in the
names of more than one person, each
should sign.
*******************************************************
* *
* PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD *
* PROMPTLY, USING THE ENCLOSED ENVELOPE *
* *
*******************************************************
<PAGE> 22
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) to vote for all nominees listed below
PROXY
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH HIS NAME BELOW.)
Edward B. Brandon John C. Colman William M. Hamilton Jack N. Mandel Morton L. Mandel
Hugh Calkins Scott S. Cowen Bruce W. Johnson Joseph C. Mandel Philip S. Sims
2. RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK as independent auditors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE FOLLOWING PROPOSAL:
3. SHAREHOLDER PROPOSAL DESCRIBED IN THE PROXY STATEMENT
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
BE SURE TO SIGN THE REVERSE SIDE OF THIS CARD
G-80237 (REV. 8/94) PRINTED IN U.S.A.
</TABLE>
