<PAGE>
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant To Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
/ / Preliminary information statement / / Confidential, for use of the
Commission only (as permitted
by Rule 14c-5(d)(2))
/ X / Definitive information statement
PUBCO CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act
Rules 14c-5(g) and O-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
P U B C O C O R P O R A T I O N
3830 Kelley Avenue
Cleveland, Ohio 44114
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 24, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Pubco Corporation (the "Company") will be held at the Ramada
Inn, I-295 and Route 13 North, New Castle, Delaware 19720 on July 24, 1997, at
11:00 A.M. Eastern Time to consider and act upon the following:
1. Election of a Board of Directors to serve until the next Annual
Meeting of Stockholders or until their successors are duly elected and
qualified.
2. Such other matters as may properly come before the Meeting.
Stockholders of record of the Company's Common Stock and Class B Stock at
the close of business on June 25, 1997, the record date fixed by the Board of
Directors, are entitled to notice of and to vote at the Meeting or at any
adjournment thereof.
By Order of the Board of Directors
Stephen R. Kalette
Secretary
Cleveland, Ohio
June 27, 1997
SEE INFORMATION STATEMENT ENCLOSED
<PAGE>
P U B C O C O R P O R A T I O N
3830 Kelley Avenue
Cleveland, Ohio 44114
INFORMATION STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
July 24, 1997
June 27, 1997
Matters to be Considered at the Meeting
This Information Statement is furnished by Pubco Corporation, a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders to be held
July 24, 1997, and at all adjournments thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Company's Annual Report for the year ended December 31,
1996 is being mailed together with this Information Statement on or about
June 30, 1997. Stockholders of record as of the close of business on June 25,
1997 (the "Record Date") are entitled to notice of and to vote at the Meeting.
The only business which the Board of Directors intends to present or knows
that others will present at the Meeting is as set forth in the attached Notice
of Annual Meeting of Stockholders.
Voting
Holders of record at the close of business on the Record Date of the
Company's issued and outstanding Common Stock, par value $.01 per share
("Common Stock"), will be entitled to one vote for each share held and holders
of record at the close of business on the Record Date of the Company's Class B
Stock, par value $.01 per share ("Class B Stock"), will be entitled to 10
votes for each share held. As of May 30, 1997, the Company had 3,197,633
shares of Common Stock outstanding and 554,840 shares of Class B Stock
outstanding.
A stockholder who has indicated his intention to vote for the three
nominees for the Board of Directors named herein beneficially owns shares
entitled to approximately 82% of all possible votes in such election, thereby
assuring election of the three nominees.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of May 30, 1997 (i) the number of shares
of the Company's stock owned, directly or indirectly, by each Director of the
Company and by all Directors and officers as a group, and (ii) the number of
shares of the Company's stock held by each person who was known by the Company
to beneficially own more than 5% of the Company's stock:
<TABLE>
<CAPTION>
Common Stock Class B Stock Aggregate
Amount and Nature Amount and Nature Percent of
of Beneficial Percent of of Beneficial Percent of Voting
Name of Holder Ownership (1)(2) Class Ownership (1)(2) Class Power
<S> <C> <C> <C> <C> <C>
Glenn E. Corlett -- -- -- -- --
Stephen R. Kalette 166 * 13,759 2.5 1.6
Robert H. Kanner 2,066,894 64.5 514,044 92.6 82.4
William A. Dillingham 3,725 * -- -- --
Leo L. Matthews (3) -- -- -- -- --
3830 Kelley Avenue
Cleveland, Ohio 44114
All Directors and
officers as a group 2,070,785 64.8 527,903 95.1 84.0
(6 persons)
<FN>
* indicates less than 1%.
(1) Each owner has sole voting and investment power with respect to the
shares beneficially owned by him.
(2) Class B Stock is convertible into Common Stock on a share for share
basis. Therefore, ownership of Class B Stock may also be deemed to
be beneficial ownership of the same number of shares of Common Stock.
(3) Mr. Matthews owns approximately 3.6% of the Common Stock of the
Company's Allied Construction Products, Inc. subsidiary ("Allied").
</TABLE>
ELECTION OF DIRECTORS
Three Directors are to be elected for the ensuing year to hold office
until the next Annual Meeting of Stockholders and until their successors
are elected and shall qualify. Mr. Kanner and Mr. Kalette were elected
to the Board of Directors at the 1995 Annual Meeting of Stockholders.
Mr. Corlett was appointed in 1997 by the Board to fill the vacancy
created by the death of Stanley R. Browne in 1996. Election as a
Director requires the favorable vote of the majority of the votes of the
Common Stock and Class B Stock (voting together as a single class) voting
at the election of Directors.
<PAGE>
Information Concerning Nominees
Name, Age and Position Principal Occupation
with the Company During Last Five Years
Glenn E. Corlett Effective July 1, 1997, Mr. Corlett will become the
53, Director since Dean of the College of Business at Ohio University
1997, Member of the in Athens, Ohio. Between November, 1996 and June,
Audit Committee 1997, Mr. Corlett was an independendent business
consultant in Cleveland, Ohio. For more than five
years prior to November, 1996, Mr. Corlett was the
Executive Vice President and Chief Operating
Officer of N. W. Ayer, Incorporated, a New York
City-based advertising agency he joined in 1990.
Stephen R. Kalette Director and executive officer of the Company since
47, Director since April, 1984.
1983, Vice President,
Administration, General
Counsel & Secretary
Robert H. Kanner Director and executive officer of the Company since
49, Director since December, 1983; Director of Riser Foods, Inc., a
1983, Chairman, grocery wholesaler and retailer, and CleveTrust
President & CEO Realty Investors, which invests in real estate.
Board of Directors
The Board of Directors establishes broad corporate policies which are
carried out by the officers of the Company who are responsible for day-to-day
operations. In 1996, the Board held two meetings and took action by unanimous
written consent on six other occasion. No Director was absent during the year
from any of the meetings of the Board of Directors or of any of the committees
of the Board on which he served. Stanley R. Browne, a director of the Company
since 1973, died in June 1996 creating a vacancy on the Board which was filled
by the appointment of Glenn E. Corlett in February, 1997.
Committees of the Board of Directors
The Company has a standing Audit Committee. The Audit Committee, which
met once in 1996, consists of the Director not otherwise employed by the
Company. The Audit Committee (i) reviews the internal controls of the Company
and its financial reporting; (ii) meets with the Treasurer and such other
officers as it, from time to time, deems necessary; (iii) meets with the
Company's independent public accountants and reviews the scope and results of
auditing procedures, the degree of such auditors' independence, audit and
non-audit fees charged by such accountants, and the adequacy of the Company's
internal accounting controls; and (iv) recommends to the Board the appointment
of the independent accountants.
<PAGE>
Compensation of Directors
The Company pays its outside Director an annual fee of $15,000, payable
monthly. The Company also reimburses its Directors for any expense reasonably
incurred while performing services for the Company. Directors who are
employees of the Company or otherwise receive compensation from the Company do
not receive any fee for acting as Directors of the Company.
Other Executive Officers
William A. Dillingham, age 54, has been President of Buckeye for more than
the past five years.
Leo L. Matthews, age 57, has been President of Allied since it was
acquired in March, 1993. Between 1987 and 1993, Mr. Matthews provided
consulting services in strategic planning, marketing, management and finance.
Certain Transactions
On June 27, 1996, the Company completed its previously announced
combination with Bobbie Brooks, Incorporated ("Brooks") and Aspen Imaging
International, Inc. ("Aspen").
Brooks merged into the Company as of the close of business on June 27,
1996 and its Common Stock was converted into the Company's Common Stock on the
basis of one share of the Company's Common Stock for each six shares of Brooks
Common Stock owned.
Also on June 27, 1996, after the merger of Brooks, the Company acquired
all of the assets of Aspen in exchange for Company Common Stock. Aspen
liquidated and its stockholders received one share of the Company's Common
Stock for each seven shares of Aspen Common Stock owned by them.
As a result of these transactions, the Company issued approximately
290,746 shares of its Common Stock to the Brooks and Aspen stockholders, other
than the Company.
The Company leases a general purpose 312,000 square foot building in
Cleveland, Ohio (the "Building") on a triple net basis. The premises are used
for executive and administrative facilities, Buckeye's manufacturing and
administrative operations and Allied's manufacturing and administrative
operations. The Company subleases a portion of the building to an unrelated
party. The annual rental for the Building is approximately $548,700. The
Partnership that owns the Building is 80% owned and controlled by Mr. Kanner.
Mr. Dillingham, Mr. Kalette and five other individuals have a minority
interest in the Partnership.
Mr. Kanner made loans to Buckeye attributable to pre-1994 operations.
During 1996, the final $289,000 of these loans were repaid. Until repaid,
these loans bore interest at 2% above the base lending rate charged by the
Company's lending bank.
<PAGE>
MANAGEMENT COMPENSATION
<TABLE>
<CAPTION>
Summary Compensation Table
The following table discloses compensation paid or accrued, during each of the Company's last three
fiscal years, to the Company's Chief Executive Officer and to its other executive officers.
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Annual Restricted LTIP All Other
Principal Bonus Compensation Stock Options Payouts Compensation
Position Year Salary($) ($) ($) Awards ($) SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. Kanner(1)(11)
Chairman, CEO, 1996 $525,000 --- $64,917(2) --- --- --- $185,560(3,4)
President & 1995 525,000 --- 59,836 --- --- --- 188,973
CFO 1994 525,000 --- 56,145 --- --- --- 190,420
Stephen R. Kalette(11)
VP-Admin., 1996 $330,000 --- $25,022(5) --- --- --- $ 35,076(4)
General Counsel 1995 330,000 --- 25,776 --- --- --- 35,815
& Secretary 1994 330,000 --- 22,958 --- --- --- 35,640
William A. Dillingham(6)(11)
President of 1996 $450,000 --- $ 7,284(6) --- --- --- $ 30,000(7)
Buckeye Division 1995 450,000 --- 5,946 --- --- --- 30,000
1994 450,000 --- 6,105 --- --- --- 30,000
Leo L. Matthews(8)
President of 1996 $120,000 $ 85,055 $ 5,459(9) --- --- --- $ 7,200(10)
Allied 1995 120,000 10,000 4,817 --- --- --- 7,200
1994 120,000 22,000 6,314 --- --- --- 3,600
<FN>
(1) Mr. Kanner deferred his entire Salary for each of the years reported under the terms of deferred
compensation plans established for his benefit. The amounts reported for each year are the amounts
deferred for that year. As compensation is earned by Mr. Kanner, it is paid by the Company to
deferred compensation trusts. These amounts are being be distributed to Mr. Kanner by the trusts
in accordance with the terms of the deferred compensation plans.
(2) Of the amount shown in the table, $61,370 in 1996, $55,870 in 1995, and $50,870 in 1994 represents
the premiums on life insurance paid for by the Company on Mr. Kanner's life, and for which the
Company is not a beneficiary; and $3,547 in 1996, $3,966 in 1995 and $5,275 in 1994 represents the
cost of providing Mr. Kanner with use of an automobile during the year.
(3) Of the amount reflected, $127,900 in 1996, $130,100 in 1995 and $132,100 in 1994 represents a
payment by the Company toward the premium on split dollar life insurance on Mr. Kanner's life and
for which the Company is not the beneficiary. The amounts will be repaid to the Company out of the
death proceeds from such policy.
(4) In 1988, the Company adopted a non-qualified plan to provide retirement benefits for executive
officers and other key employees. The plan provides benefits upon retirement, death or disability <PAGE>
of the participant and benefits are subject to a restrictive vesting schedule. $57,660
in 1996, $58,873 in 1995 and $58,320 in 1994 of the amounts shown in the table for Mr.
Kanner and all of the amounts shown in the table for Mr. Kalette are amounts contributed
to such plan for the benefit of such executive officers with respect to the years
noted. Vesting of benefits under the plan is phased in over 20 years and only a portion
of the amount contributed for each year has fully vested.
(5) Of the amount shown in the table, $21,396 in 1996, $20,546 in 1995 and $19,076 in 1994
represents the premiums on life insurance paid for by the Company on Mr. Kalette's life,
and for which the Company is not a beneficiary; and $3,154 in 1996, $4,023 in 1995 and
$3,883 in 1994 represents the cost of providing Mr. Kalette with use of an automobile
during the year.
(6) All of the amounts shown as paid to or for Mr. Dillingham were paid by Buckeye. Of the
amount shown in the table, $3,535 in 1996, $3,205 in 1995 and $2,955 in 1994 represents
the premiums on life insurance paid for by Buckeye on Mr. Dillingham's life, and for
which Buckeye is not a beneficiary; and $3,749 in 1996, $2,741 in 1995 and $3,150 in
1994 represents the cost of providing Mr. Dillingham with use of an automobile during
the year.
(7) In 1988, Buckeye adopted a non-qualified plan to provide retirement benefits for
executive officers and other key employees. The plan provides benefits upon retirement,
death or disability of the participant and benefits are subject to a restrictive vesting
schedule. All of the amount shown in the table for Mr. Dillingham are amounts
contributed to such plan for the benefit of such executive officer with respect to the
years noted. Vesting of benefits under the plan is phased in over 20 years and only a
portion of the amount contributed for each year has fully vested.
(8) All of the amounts shown as paid to or for Mr. Matthews were paid by Allied. Mr.
Matthews has an employment agreement with Allied providing for a minimum $120,000 per
year base salary; a share of Allied's earnings in excess of its operating plan earnings,
if any, and discretionary bonuses (as were paid in 1995 and 1994).
(9) Of the amount shown in the table, $1,710 in 1996, $1,710 in 1995 and $1,710 in 1994
represents the premiums on life insurance paid for by Allied on Mr. Matthew's life, and
for which Allied is not a beneficiary; and $3,749 in 1996, $3,107 in 1995 and $4,604 in
1994 represents the cost of providing Mr. Matthews with use of an automobile during that
year.
(10) In 1993, Allied adopted a 401-K plan to provide retirement benefits for Allied's
employees, including officers. Participating employees make voluntary contributions to
the Plan, a portion of which Allied matches. All of the amount shown in the table for
Mr. Matthews was contributed by Allied to such plan. Vesting of benefits under the plan
is phased in over three years.
(11) Effective March 1, 1997, the Company adopted a 401K plan for certain of its employees.
Executive Officers of the Company are eligible to participate. The Company will match
up to $1,000 of amounts contributed to the plan.
Unless covered by an employment agreement with the Company, officers serve for one year terms
or until their respective successors are duly elected and qualified.
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation. Mr. Kanner and Mr. Kalette are executive officers
of the Company.
The Statement of the Board of Directors Regarding Executive
Compensation and the Stock Performance Charts which follow shall not be
deemed incorporated by reference by any general statement incorporating
by reference this Information Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934,
except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under
such Acts.
STATEMENT OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
The compensation of the Company's executive officers is not, as a
matter of course, directly determined by Company performance through
objective criteria; although Mr. Matthews' employment arrangement
includes participation in a bonus pool related to the performance of
Allied and Mr. Matthews' compensation may include discretionary bonuses
as in 1995 and 1994.
Several years ago the Board set Mr. Kanner's and Mr. Kalette's
compensation at levels it determined were appropriate based upon the
nature of their respective responsibilities and their willingness to work
for the Company at such compensation levels. The Board did not formally
review Mr. Kanner's or Mr. Kalette's compensation for 1996 and their
compensation is expected to remain the same until further review by each
of them and the other Directors. Future adjustment to Mr. Kanner's and
Mr. Kalette's compensation, if any, would be based upon a change in their
respective levels of responsibilities and the size and scope of the
Company's operations.
Robert H. Kanner
Stephen R. Kalette
Glenn E. Corlett
<PAGE>
STOCK PERFORMANCE CHART
The following chart is a comparison of the Cumulative Total Return on the
Company's Common Stock over the five year period ending December 31, 1996, with
the Cumulative Total Return on the Center for Research in Security Prices
("CRSP") Index for Nasdaq Stock Market (US Companies) and a self-determined peer
group.
" Date " " Company" " Market" " Market" " Peer" "Peer "
" " " Index " " Index " " Count " " Index" "Count"
"12/31/91", 100.000, 100.000, 3939, 100.000, 7
"01/31/92", 106.667, 105.848, 3952, 105.128, 7
"02/28/92", 104.444, 108.246, 3956, 112.422, 7
"03/31/92", 78.889, 103.137, 3968, 112.256, 7
"04/30/92", 100.000, 98.715, 3967, 107.961, 7
"05/29/92", 95.556, 99.997, 3955, 106.414, 7
"06/30/92", 86.667, 96.088, 3935, 95.860, 7
"07/31/92", 97.778, 99.491, 3899, 98.273, 7
"08/31/92", 106.667, 96.450, 3880, 94.260, 7
"09/30/92", 100.000, 100.035, 3878, 96.346, 7
"10/30/92", 97.778, 103.975, 3890, 95.275, 7
"11/30/92", 94.444, 112.250, 3906, 99.926, 7
"12/31/92", 91.111, 116.382, 3930, 102.981, 7
"01/29/93", 102.222, 119.695, 3918, 105.549, 7
"02/26/93", 93.333, 115.230, 3949, 109.353, 7
"03/31/93", 97.778, 118.564, 3973, 108.095, 7
"04/30/93", 101.111, 113.504, 4007, 107.508, 7
"05/28/93", 95.556, 120.285, 4035, 110.148, 7
"06/30/93", 84.444, 120.841, 4071, 108.635, 7
"07/30/93", 80.000, 120.984, 4103, 111.647, 7
"08/31/93", 93.333, 127.237, 4138, 120.034, 7
"09/30/93", 111.111, 131.026, 4173, 120.253, 7
"10/29/93", 97.778, 133.971, 4221, 123.344, 7
"11/30/93", 93.333, 129.976, 4304, 121.348, 7
"12/31/93", 95.556, 133.599, 4376, 126.294, 7
"01/31/94", 100.000, 137.655, 4400, 125.385, 7
"02/28/94", 93.333, 136.370, 4439, 122.309, 7
"03/31/94", 102.222, 127.984, 4491, 116.218, 7
"04/29/94", 96.667, 126.324, 4520, 112.372, 7
"05/31/94", 95.556, 126.632, 4562, 113.840, 7
"06/30/94", 94.444, 122.001, 4576, 110.785, 7
"07/29/94", 88.889, 124.503, 4594, 114.736, 7
"08/31/94", 94.444, 132.441, 4612, 121.880, 7
"09/30/94", 102.222, 132.102, 4615, 113.358, 7
"10/31/94", 88.889, 134.698, 4637, 113.229, 7
"11/30/94", 95.556, 130.230, 4653, 105.957, 7
"12/30/94", 97.778, 130.595, 4658, 109.677, 7
"01/31/95", 84.444, 131.327, 4648, 111.062, 7
"02/28/95", 91.111, 138.273, 4650, 115.622, 7
"03/31/95", 97.778, 142.370, 4644, 120.671, 7
"04/28/95", 88.889, 146.853, 4655, 124.172, 7
"05/31/95", 88.889, 150.640, 4654, 130.468, 7
"06/30/95", 80.000, 162.847, 4671, 131.953, 7
"07/31/95", 97.778, 174.817, 4690, 142.480, 7
"08/31/95", 95.556, 178.360, 4713, 139.027, 7
"09/29/95", 97.778, 182.461, 4709, 139.582, 7
"10/31/95", 102.222, 181.416, 4746, 136.259, 7
"11/30/95", 106.667, 185.676, 4778, 141.799, 7
"12/29/95", 106.667, 184.688, 4818, 139.903, 7
"01/31/96", 114.444, 185.590, 4808, 146.970, 7
"02/29/96", 122.222, 192.663, 4838, 153.145, 7
"03/29/96", 117.778, 193.304, 4877, 152.989, 7
"04/30/96", 137.778, 209.343, 4922, 159.507, 7
"05/31/96", 144.445, 218.957, 4980, 164.885, 7
"06/28/96", 148.889, 209.084, 5033, 165.931, 7
"07/31/96", 135.556, 190.461, 5065, 160.332, 7
"08/30/96", 140.000, 201.131, 5089, 161.158, 7
"09/30/96", 140.000, 216.515, 5095, 175.057, 7
"10/31/96", 140.000, 214.123, 5137, 167.943, 7
"11/29/96", 144.445, 227.364, 5177, 184.241, 7
"12/31/96", 131.111, 227.127, 5174, 178.047, 7
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP was the Company's independent auditor for the
fiscal year 1996. The Company has been advised by Ernst & Young that
neither the firm nor any of its associates has any relationship with the
Company or any affiliate of the Company other than the usual relationship
that exists between independent auditor and client. A representative of
that firm might be present at the Meeting, will have an opportunity to
make a statement if he desires to do so, and will be available to respond
to appropriate questions from stockholders.
By Order of the Board of Directors
Stephen R. Kalette
Secretary
FORM 10-K REPORT
IN ADDITION TO ITS ANNUAL REPORT TO STOCKHOLDERS, THE COMPANY FILES
AN ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K. STOCKHOLDERS MAY OBTAIN A COPY WITHOUT EXHIBITS WITHOUT CHARGE BY
WRITING TO THE COMPANY, ATTENTION: STEPHEN R. KALETTE, SECRETARY, PUBCO
CORPORATION, 3830 KELLEY AVENUE, CLEVELAND, OHIO 44114. COPIES OF
EXHIBITS MAY BE OBTAINED AT $0.25 PER PAGE TO COVER THE COMPANY'S COSTS
IN FURNISHING SUCH COPIES.
