<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
STEVENS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
STEVENS INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
STEVENS INTERNATIONAL, INC.
5500 AIRPORT FREEWAY
FORT WORTH, TEXAS 76117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Stevens
International, Inc. (the "Company") will be held at The Worthington Hotel, 200
Main Street, Fort Worth, Texas 76102, on Thursday, May 23, 1996 at 10:00 a.m.,
local time, for the following purposes:
(1) To elect nine members of the Board of Directors (constituting the
entire Board of Directors) to serve until the next Annual Meeting of
Stockholders and until their respective successors shall be elected and
qualified.
(2) To ratify the selection of Deloitte & Touche LLP as the Company's
independent public accountants to audit the Company's financial statements
for the 1996 fiscal year.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on April 15, 1996, has been fixed as the record date
for determining holders of Series A Common Stock and Series B Common Stock
entitled to notice of and to vote at the Annual Meeting of Stockholders or any
adjournments thereof. For a period of at least 10 days prior to the Annual
Meeting, a complete list of stockholders entitled to vote at the Annual
Meeting will be open to examination of any stockholder during ordinary
business hours at the offices of the Company, 5500 Airport Freeway, Fort
Worth, Texas 76117.
Information concerning the matters to be acted upon at the Annual Meeting is
set forth in the accompanying Proxy Statement.
HOLDERS OF SERIES A COMMON STOCK AND SERIES B COMMON STOCK WHO DO NOT EXPECT
TO BE PRESENT AT THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE APPROPRIATE PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
[Signature of Paul I. Stevens
appears here]
Paul I. Stevens
Chairman of the Board and Chief
Executive Officer
Fort Worth, Texas
April 25, 1996
<PAGE>
STEVENS INTERNATIONAL, INC.
5500 AIRPORT FREEWAY
FORT WORTH, TEXAS 76117
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1996
This Proxy Statement is being first mailed on or about April 25, 1996 to
stockholders of Stevens International, Inc. (the "Company") by the Board of
Directors to solicit proxies (the "Proxies") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held at The Worthington Hotel, 200 Main
Street, Fort Worth, Texas 76102, at 10:00 a.m. local time, on Thursday, May
23, 1996, or at such other time and place to which the Meeting may be
adjourned.
The purpose of the Meeting is to consider and vote upon (i) the election of
nine directors (constituting the entire Board of Directors) to serve until the
next Annual Meeting of Stockholders and until their respective successors
shall be elected or qualified; (ii) a proposal to ratify the selection of
Deloitte & Touche as the Company's independent public accountants to audit the
Company's financial statements for the 1996 fiscal year; and (iii) such other
matters as may properly come before the Meeting or any adjournments thereof.
All shares represented by valid Proxies, unless the stockholder otherwise
specifies, will be voted (i) FOR the election of each person named herein
under "Proposal No. 1, Election of Directors" as a nominee for election as a
director of the Company for the term described therein, (ii) FOR the
ratification of the selection of Deloitte & Touche LLP as the Company's
independent public accountants to audit the Company's financial statements for
the 1996 fiscal year and (iii) at the discretion of the Proxy holders with
regard to any other matter that may properly come before the Meeting or any
adjournments thereof.
Where a stockholder has appropriately specified how a Proxy is to be voted,
it will be voted accordingly. The Proxy may be revoked at any time by
providing written notice of such revocation to American Stock Transfer & Trust
Company, 40 Wall Street, New York, NY 10005, Attention: Isaac Kagan. If notice
of revocation is not received by the Meeting date, a stockholder may
nevertheless revoke a Proxy if he attends the Meeting and desires to vote in
person.
RECORD DATE AND VOTING SECURITIES
The record date for determining the stockholders entitled to vote at the
Meeting is the close of business on April 15, 1996 (the "Record Date"), at
which time the Company had issued and outstanding 7,313,418 shares of Series A
Common Stock, par value $0.10 per share ("Series A Stock"), and 2,136,684
shares of Series B Common Stock, par value $0.10 per share ("Series B Stock").
Series A Stock and Series B Stock (collectively, "Common Stock") are the only
outstanding securities of the Company entitled to vote at the Meeting.
At the Meeting, the holders of Series A Stock, voting separately as a class,
are entitled to elect three directors, and the holders of Series B Stock,
voting separately as a class, are entitled to elect the remaining directors.
As to the proposal to ratify the selection of the Company's independent public
accountants, and any other matters that may properly come before the Meeting,
the holders of Series A Stock and Series B Stock vote together as a class,
with each holder of Series A Stock having one-tenth of one vote for each share
of Series A Stock held by him or her, and each holder of Series B Stock having
one vote for each share of Series B Stock held by him or her.
<PAGE>
QUORUM
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of each Series of Common Stock
is necessary to constitute a quorum to elect the directors of that Series, and
the presence of the holders of a majority of the issued and outstanding shares
of Common Stock as a single class is necessary to constitute a quorum to
transact all other business to come before the Meeting.
PROPOSAL NO. I
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
Nine directors are to be elected, each director to hold office for a term of
one year or until his or her successor shall have been elected and qualified.
Under the terms of the Company's Certificate of Incorporation, the holders of
Series A Stock, voting separately as a class, are entitled to elect 25% of the
Board of Directors (or the next higher whole number if such percentage is not
a whole number), and the holders of Series B Stock, voting separately as a
class, are entitled to elect the remaining directors. Accordingly, of the nine
directors to be elected, three will be Series A Directors to be elected by
holders of Series A Stock, and six will be Series B Directors to be elected by
holders of Series B Stock. Approval of the proposal to elect the nominees to
serve as directors of the applicable Series requires the affirmative vote of
the holders of a majority of the shares of that Series present, in person or
by proxy, at the Meeting. Votes may be cast in favor or withheld with respect
to such proposal. Votes that are withheld will be counted toward a quorum, but
will be excluded entirely from the tabulation for such proposal and,
therefore, will not affect the outcome of the vote on such proposal.
It is intended that the names of the persons indicated in the following
table will be placed in nomination and that the persons named in the Proxy
will vote for their election. Each of the nominees has indicated his
willingness to serve as a member of the Board of Directors if elected;
however, in case any nominee shall become unavailable for election to the
Board of Directors for any reason not presently known or contemplated, the
Proxy holders will have discretionary authority in that instance to vote the
Proxy for a substitute.
The nominees are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITIONS WITH THE COMPANY
---- --- -------- --------------------------
<S> <C> <C> <C>
SERIES A DIRECTORS:
John W. Stodder (1) 73 1992 Director
Edgar H. Schollmaier (2) 63 1995 Director
Michel A. Destresse 69 -- President Directeur of Stevens
International, S.A.
SERIES B DIRECTORS:
Paul I. Stevens (3) 81 1986 Chairman of the Board, Chief
Executive Officer and Director
Richard I. Stevens 57 1986 President, Chief Operating Officer
and Director
Constance I. Stevens 52 1987 Vice President, Assistant Secretary
and Director
Robert H. Brown, 42 1993 Director
Jr.(2)(3)
James D. Cavanaugh (1) 57 1993 Director
Robert B. Holland, Secretary and Director
III(2)(3) 43 1995
</TABLE>
- --------
(1) Member of the Audit Committee.
(2) Member of the Stock Option and Compensation Committee.
(3) Member of the Executive Committee.
2
<PAGE>
John W. Stodder has served as a director of the Company since May 1992. For
the past six years, Mr. Stodder has been a corporate finance consultant and
has managed private investments. Mr. Stodder is also Vice Chairman and a
director of Josten's Inc., a manufacturer of educational and business products
and systems, and a director of Talley Industries, Inc., a manufacturer of
industrial products, and Trans Leasing International, Inc., a medical and
office equipment leasing company.
Edgar H. Schollmaier has served as a director of the Company since March
1995. Mr. Schollmaier has served in various capacities with Alcon
Laboratories, Inc., a maker of ophthalmic, pharmaceutical and therapeutic
products, since 1958, including as President and Chief Executive Officer since
May 1977.
Michel A. Destresse is standing for election to the Board of Directors for
the first time. Mr. Destresse has served as President Directeur Generale of
Stevens International, S.A. (formerly Stevens Security Systems, S.A.) since
March 29, 1996 and as a consultant to the Chief Executive Officer of the
Company since November 1995. From November 1992 to September 1995, Mr.
Destresse served as the International Monetary Fund General Advisor to the
Governor of the Central Bank of Russia, where he provided general advice on
monetary policy, organization, legal matters, internal audit, branch problems
and systems of payment. From 1950 to 1992, Mr. Destresse served in various
capacities with the Banque de France, including Executive Director of the
Printing Works, Director of the Legal Department and as a member of the Board
of Directors for 15 years.
Paul I. Stevens founded Stevens Corporation ("Stevens") in 1965 and founded
the Company in 1986 to be a holding company for Stevens. He has served the
Company as Chairman of the Board, Chief Executive Officer and a director since
December 1986 and served Stevens as an officer and a director since its
inception. In 1974, Mr. Stevens founded Stevens Industries, Inc., a family-
owned holding company which is an affiliate of the Company and of which he is
the controlling stockholder. Mr. Stevens is the father of Richard I. Stevens
and Constance I. Stevens.
Richard I. Stevens has served as President and a director of the Company
since December 1986 and Chief Operating Officer of the Company since April
1987. Mr. Stevens also served as Vice President and Assistant Secretary of the
Company from December 1986 until April 1987. He has served Stevens in various
capacities since its inception, including serving as its President from 1969
until December 1987, and as a director beginning in 1969. Mr. Stevens is a
stockholder, officer and director of Stevens Industries, Inc. Mr. Stevens is
the son of Paul I. Stevens.
Constance I. Stevens has served as a director of the Company since April
1987. Ms. Stevens has served as Vice President--Administration and Assistant
Secretary to the Company since 1995. Since July 1989, Ms. Stevens has been the
President of a project management consulting firm in Carmel, California. From
May 1980 until July 1989, Ms. Stevens served as the managing partner of
Merritt Associates of Carmel, California, an architectural design and real
estate development firm. Ms. Stevens is a stockholder, officer and director of
Stevens Industries, Inc. Ms. Stevens is the daughter of Paul I. Stevens.
Robert H. Brown, Jr. has served as a director of the Company since May 1993.
Mr. Brown has served as Executive Vice President, Capital Markets, of Rauscher
Pierce Refsnes, Inc. ("RPR"), Dallas, Texas, an investment banking firm, since
February 1994, and served as Senior Vice President of RPR from January 1990 to
February 1994. In 1989, Mr. Brown served as Senior Vice President of TM
Capital Corp, an investment banking firm, and from 1985 to 1989 was associated
with Thomson McKinnon Securities, an investment banking firm.
James D. Cavanaugh has served as a director of the Company since May 1993.
Mr. Cavanaugh served as Executive Vice President of Rockwell Graphic Systems
from May 1983 until June 1985 and served as its President and Chief Executive
Officer from June 1985 until his retirement in March 1993.
Robert B. Holland, III has served as a director of the Company since May
1995. Mr. Holland has served as Secretary to the Company since 1987. Mr.
Holland has been Senior Vice President, General Counsel and
3
<PAGE>
Secretary of Triton Energy Corporation, an international oil and gas
exploration company since January 1993. He has been of counsel to Jackson &
Walker, L.L.P., outside counsel to the Company, since January 1995, and was a
partner in that firm for more than five years prior to that time.
Except as otherwise noted, no family relationships exist among the directors
of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board of
Directors. The Board meets on a regularly scheduled basis to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter
requires Board action between scheduled meetings. The Board of Directors met
four times during 1995.
The Board of Directors has three standing committees, the Audit Committee,
the Stock Option and Compensation Committee and the Executive Committee and
the full Board of Directors acts to nominate persons to serve on the Board.
The functions of the committees, their current members and the number of
meetings held during 1995 are described below.
The functions performed by the Audit Committee include: recommending to the
Board of Directors selection of the Company's independent accountants for the
ensuing year; reviewing with the independent accountants and management the
scope and results of the audit; reviewing the independence of the independent
accountants; reviewing the independent accountants' written recommendations
and corresponding actions by management; and meeting with management and the
independent auditors to review the effectiveness of the Company's system of
internal control. The committee currently is composed of John W. Stodder and
James D. Cavanaugh. The committee met two times during 1995.
The Stock Option and Compensation Committee administers the Company's Stock
Option Plan and reviews other matters regarding the compensation of employees
of the Company. The committee currently is composed of Robert H. Brown, Jr.,
Robert B. Holland, III and Edgar H. Schollmaier. The committee met four times
during 1995.
The function of the Executive Committee is to direct and manage the business
and affairs of the Company in the intervals between meetings of the Board of
Directors. The Executive Committee is empowered to act in lieu of the Board on
any matter except that for which the Board has specifically reserved authority
to itself and except for those matters specifically reserved to the full Board
pursuant to the Delaware General Corporation Law. The Executive Committee is
comprised of Paul I. Stevens (Chairman), Robert B. Holland, III and Robert H.
Brown, Jr. The Executive Committee acted by written consent two times in 1995.
During 1995, each director attended more than 75% of the meetings of the
Board of Directors and respective committees on which he served.
PROPOSAL NO. II
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants to audit the Company's financial statements for the 1996
fiscal year and proposes that the Company's stockholders ratify this
selection. The Board of Directors recommends that the stockholders vote for
the selection of Deloitte & Touche LLP. 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 answer appropriate
questions.
VOTE REQUIRED
Ratification of Deloitte & Touche LLP as independent public accountants
requires the vote of a majority of the votes represented and entitled to vote
at the Meeting. Abstentions on this proposal may be specified and will
4
<PAGE>
have the same effect as a vote against such proposal. Broker non-votes will
not be counted as having been voted with respect to this proposal. Unless
otherwise instructed, it is the intent of the persons named in the Proxy to
vote all proxies "FOR" the adoption of Proposal No. II.
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of April 18, 1996 (except as
otherwise noted) regarding the beneficial ownership of Common Stock by each
person known by the Company to own 5% or more of the outstanding shares of
each Series of Common Stock, each director and nominee for director of the
Company, including the Company's Chief Executive Officer, each other executive
officer listed in the Summary Compensation Table below, and the current
directors and executive officers of the Company as a group. The persons named
in the table have sole voting and investment power with respect to all shares
of Common Stock owned by them, unless otherwise noted. Of the shares issued
and outstanding as of April 18, 1996, Paul I. Stevens, Chairman of the Board
of the Company, and members of his immediate family, own approximately 14% of
the outstanding Series A Stock and 89% of the outstanding Series B Stock,
representing in the aggregate approximately 70% of the total voting power of
Common Stock with respect to matters on which Series A Stock and Series B
Stock vote together.
<TABLE>
<CAPTION>
SERIES A STOCK(1) SERIES B STOCK(2)
------------------- -------------------
PERCENT PERCENT
NAME OF BENEFICIAL OWNER OR GROUP OF SERIES NUMBER OF SERIES
--------------------------------- NUMBER --------- --------- ---------
<S> <C> <C> <C> <C>
Paul I. Stevens(3)(4).................. 932,302 12.7% 1,702,615 79.7%
Richard I. Stevens(3)(5)............... 627,313 8.6 250,463 11.7
Constance I. Stevens(3)(6)............. 593,692 8.1 107,725 5.0
Robert H. Brown, Jr.(8)................ 15,000 * -- --
James D. Cavanaugh(8).................. 20,000 * -- --
Robert B. Holland, III(7).............. 5,000 * -- --
Edgar H. Schollmaier(7)................ 5,000 * -- --
John W. Stodder(8)(9).................. 20,000 * -- --
Kenneth W. Reynolds(10)................ 65,000 * -- --
Allen J. Prochnow(11).................. 80,100 1.1 100 *
Stevens Industries, Inc.(3)............ 443,106 6.1 74,140 3.5
David L. Babson & Company, Inc.(12).... 710,800 9.7 -- --
Wanger Asset Management, Ltd.(13)...... 779,000 10.7 -- --
Acorn Investment Trust, Series
Designated Acorn Fund (14)............ 535,000 7.3 -- --
Dalton, Greiner, Hartman, Maher & Co.
(15).................................. 399,800 5.5 -- --
Dimensional Fund Advisors, Inc. (16)... 386,200 5.3 -- --
All current directors and executive
officers as a group
(11 persons).......................... 1,477,195 20.2 1,912,623 89.5
</TABLE>
- --------
* Less than 1%
(1) The information set forth for Series A Stock does not include the shares
of Series B Stock of such holder which are convertible, at any time and
from time to time, into shares of Series A Stock on a share-for-share
basis.
(2) Each share of Series B Stock is convertible into Series A Stock on a
share-for-share basis at any time.
(3) The address of Paul I. Stevens, Richard I. Stevens and Constance I.
Stevens is 5500 Airport Freeway, Fort Worth, Texas 76117 and the address
of Stevens Industries, Inc. is P.O. Box 562, Fort Worth, Texas 76101. The
shares of Paul I. Stevens, Richard I. Stevens and Constance I. Stevens
include shares held by Stevens Industries, Inc. because, due to their
positions as officers, directors and stockholders of such corporation,
they could be deemed to share beneficial ownership of its shares.
5
<PAGE>
(4) Includes 90,000 shares of Series A Stock purchasable pursuant to options.
(5) Includes 12,250 shares of Series A Stock and 150 shares of Series B Stock
owned by Mr. Stevens' children and 90,000 shares of Series A Stock
purchasable pursuant to options, some of which may not be exercisable
within 60 days of the date of this Proxy Statement.
(6) Includes 2,075 shares of Series A Stock and 75 shares of Series B Stock
owned by Ms. Stevens' daughter and 15,000 shares of Series A Stock
purchasable pursuant to options, some of which may not be exercisable
within 60 days of the date of this Proxy Statement.
(7) Includes 5,000 shares of Series A Stock purchasable pursuant to options,
some of which may not be exercisable within 60 days of the date of this
Proxy Statement.
(8) Includes 15,000 shares of Series A Stock purchasable pursuant to options,
some of which may not be exercisable within 60 days of the date of this
Proxy Statement.
(9) Includes 5,000 shares of Series A Stock owned by a trust for which Mr.
Stodder and his wife serve as trustees.
(10) Includes 65,000 shares of Series A Stock purchasable pursuant to options,
some of which may not be exercisable within 60 days of the date of this
Proxy Statement.
(11) Includes 80,000 shares of Series A Stock purchasable pursuant to options,
some of which may not be exercisable within 60 days of the date of this
Proxy Statement.
(12) Based on an amendment to Schedule 13G filed with the Securities and
Exchange Commission dated February 12, 1996. The address of David L.
Babson & Company, Inc. is One Memorial Drive, Cambridge, Massachusetts
02142. Ownership of shares of Series B Stock was not reported.
(13) Based on an amendment to Schedule 13G filed with the Securities and
Exchange Commission dated February 9, 1996. The address of Wanger Asset
Management, Ltd. ("WAML") is 227 West Monroe, Suite 3000, Chicago,
Illinois 60606. The ownership of WAML includes the 535,000 shares owned
by Acorn Investment Trust, Series Designated Acorn Fund. Ownership of
shares of Series B Stock was not reported.
(14) Based on an amendment to Schedule 13G filed with the Securities and
Exchange Commission dated February 9, 1996. The address of Acorn
Investment Trust, Series Designated Acorn Fund is 227 West Monroe Street,
Suite 3000, Chicago, Illinois 60606. Ownership of shares of Series B
Stock was not reported.
(15) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated January 19, 1996. The address of Dalton, Greiner, Hartman, Maher &
Co. is 565 Fifth Avenue, Room 2101, New York, New York 10017. Ownership
of shares of Series B Stock was not reported.
(16) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 7, 1996. Dimensional Fund Advisors, Inc. ("Dimensional"),
a registered investment advisor, is deemed to have beneficial ownership
of 386,200 shares of Stevens International, Inc. Series A Stock as of
December 31, 1995, all of which shares are held in portfolios of DFA
Investment Dimensions Group, Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors, Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares. The address of
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401. Ownership of shares of Series B Stock was not
reported.
6
<PAGE>
MANAGEMENT COMPENSATION AND TRANSACTIONS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
Chief Executive Officer and each of the Company's other executive officers
serving at fiscal 1995 year end whose salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- -------------------------- -----------
NAME AND OTHER ANNUAL RESTRICTED SECURITIES
PRINCIPAL FISCAL COMPENSATION STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) ($)(1) AWARD(S) OPTIONS/SARS (#) PAYOUTS ($) COMPENSATION ($)
--------- ------ ---------- --------- ------------ ---------- --------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul I. Stevens, 1995 299,100 149,262 6,000 -- -- -- --
Chairman of the 1994 250,000 110,000 6,000 -- 50,000 -- --
Board and Chief 1993 250,000 -- 6,000 -- -- -- --
Executive Officer
Richard I. Stevens, 1995 226,212 111,947 8,112 -- -- --
President and Chief 1994 194,000 110,000 6,000 -- 50,000 -- --
Operating Officer 1993 181,455 -- 6,000 -- -- -- --
Kenneth W. Reynolds, (2) 1995 175,552 87,070 7,452 -- -- -- --
Senior Vice President 1994 150,000 110,000 6,000 -- 50,000 -- --
Finance and Chief 1993 75,000 -- 3,000 -- 30,000 -- --
Financial Officer
Allen J. Prochnow, 1995 203,370 99,508 6,649 -- -- -- --
Senior Vice President, 1994 176,902 110,000 6,000 -- 50,000 -- --
General Manager Zerand 1993 149,556 20,000 -- -- -- -- --
Division
</TABLE>
- -------
(1) Consists of automobile allowance and group insurance costs.
(2) Mr. Reynolds joined the Company in July 1993 and retired in March 1996.
OPTION GRANTS DURING 1995 FISCAL YEAR
There were no option grants to executive officers of the Company in 1995.
OPTION EXERCISES DURING 1995 FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table provides information related to options exercised by the
named executive officers during the 1995 fiscal year and the number and value
of options held at fiscal year end. The Company does not have any outstanding
stock appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SAR'S AT FY-END IN-THE-MONEY OPTIONS/
SHARES VALUE (#) SAR'S AT FY-END ($) (1)
ACQUIRED REALIZED ------------------------- -------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul I. Stevens......... -- -- 65,000 25,000 -- --
Richard I. Stevens...... -- -- 65,000 25,000 -- --
Kenneth W. Reynolds..... -- -- 40,000 25,000 -- --
Allen J. Prochnow....... -- -- 55,000 25,000 -- --
</TABLE>
- -------
(1) Represents Series A Stock.
(2) Value is calculated on the basis of the difference between the option
exercise price and the closing price of Series A Stock as of December 31,
1995 multiplied by the number of shares of Series A Stock underlying the
option. On December 31, 1995, the closing price as reported on the
American Stock Exchange of the Series A Stock was $4 3/8.
7
<PAGE>
PENSION PLAN AND TRUST
Effective January 1, 1989, the Company established the Stevens Graphics
Corporation Pension Plan and Trust (the "Pension Plan"). The Pension Plan
replaced and is the successor to two pension plans previously maintained by
subsidiaries of the Company. The Pension Plan is a tax qualified defined
benefit pension plan under Section 401(a) et. seq. of the Code.
The following table illustrates estimated annual benefits payable upon
retirement in specified compensation and years of service classifications and
assumes (i) the participant attained age 65 in 1995, (ii) the compensation
presented is subject to the maximum permitted in 1995 and preceding years,
(iii) the annual Social Security covered compensation amount for 1995 is
$25,926, (iv) the maximum allowable years of service is 40, (v) the
participant elected to receive his benefits for life, and (vi) the Internal
Revenue Code limitation on benefits elected remains at the level of $120,000,
the 1995 limit.
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------
COMPENSATION 15 20 25 30 35 40
------------ ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000.................... $18,493 $24,860 $31,227 $37,594 $43,962 $ 48,524
125,000.................... 23,593 31,710 39,827 47,944 56,062 61,749
150,000.................... 28,693 38,560 48,427 58,294 68,162 74,974
175,000.................... 33,168 44,785 56,402 68,019 79,637 87,824
200,000.................... 37,643 51,010 64,377 77,744 91,112 100,674
225,000.................... 39,880 53,981 68,081 82,182 96,282 106,275
250,000.................... 40,064 54,165 68,265 82,365 96,466 106,385
300,000.................... 40,064 54,165 68,265 82,365 96,466 106,385
</TABLE>
The amount of a participant's normal benefit is based on the participant's
accrued benefit as of December 31, 1991, plus, with respect to service of
participants after December 31, 1991, .75% of the participant's monthly
compensation for each year of participation (not to exceed 40 years), plus .5%
of the participant's monthly compensation (in excess of the Social Security
covered compensation) for each year of participation (not to exceed 35 years).
Under the Code, the annual benefit payable to a participant under the Pension
Plan (expressed as a single life annuity beginning at the participant's Social
Security retirement age), is limited to $120,000 in 1995 or, if less, 100% of
the participant's average annual compensation for the participant's highest
three years of consecutive service. For purposes of the Pension Plan,
compensation includes a participant's base compensation, bonuses, commissions,
and overtime pay. Compensation considered under the Pension Plan is subject to
limits imposed by the Code ($150,000 in 1995). Benefits provided by the
Company under the Pension Plan will become fully vested and nonforfeitable
following the completion of five years of service by a participant.
The estimated credited years of service under the Pension Plan for each of
the executive officers listed in the compensation table above is as follows:
Mr. Paul Stevens, six years; Mr. Richard Stevens, six years; Mr. Reynolds, two
years; and Mr. Prochnow, three years.
Under one of the predecessor pension plans, benefits have vested on behalf
of Mr. Richard I. Stevens who is entitled to a monthly annuity benefit for
life of $2,083, commencing on his normal retirement date.
8
<PAGE>
COMPENSATION OF DIRECTORS
The following table provides information related to the compensation paid to
outside directors of the Company.
<TABLE>
<CAPTION>
CASH COMPENSATION STOCK OPTIONS
------------------------------ ---------------------
NUMBER OF
SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL RETAINER MEETING CONSULTING NUMBER OF OPTIONS
POSITION (A) FEE (B) FEE (C) FEE/OTHER (D) SHARES (#) SARS(#)
------------------ -------- ------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert H. Brown, Jr. $6,000 $8,500 -- 5,000 5,000
Executive and
Compensation Committee
James D. Cavanaugh 6,000 7,000 -- 5,000 5,000
Audit Committee
Robert B. Holland, III 3,000 5,500 -- 5,000 5,000
Executive and
Compensation Committee
Gene E. Overbeck* 6,000 7,000 -- 5,000 5,000
Chairman Audit Committee
Edgar H. Schollmaier 3,000 5,000 -- 5,000 5,000
Executive and
Compensation Committees
John W. Stodder
Audit Committee 6,000 7,000 -- 5,000 5,000
</TABLE>
- --------
(a) Directors who are also executives of the Company are not listed in the
above table. They do not receive compensation as directors. Refer to the
Summary Compensation Table for Information concerning their compensation.
(b) Amounts shown include cash compensation earned and received as well as
amounts earned but deferred at the election of directors.
(c) Each director received $1,000/board meeting and $1,000/committee meeting
through May 31. As of June 1 the amount increased to $1,500/board meeting
and $1,500/committee meeting.
(d) The reasonable expenses incurred by each director in connection with his
or her duties as a director are also reimbursed by the Company; this
amount is not reflected in the above table.
* Resigned effective March 11, 1996.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Company's executive compensation program is administered by the Stock
Option and Compensation Committee of the Board of Directors. During 1995, the
Committee was composed of three independent, nonemployee directors. The
Committee is committed to a strong, positive link between business,
performance and strategic goals, and compensation and benefit programs.
OVERALL EXECUTIVE COMPENSATION POLICY
The Company's compensation policy is designed to support the overall
objective of enhancing value for the Company's stockholders by:
. Attracting, developing, rewarding and retaining highly qualified and
productive individuals.
. Relating compensation to both Company and individual performance.
. Ensuring compensation levels that are externally competitive and
internally equitable.
. Encouraging executive stock ownership to enhance a mutuality of interest
with other stockholders.
9
<PAGE>
The following is a description of the elements of the Company's executive
compensation and how each relates to the objectives and policy outlined above.
Base Salary
The Committee reviews each executive officer's salary annually. In
determining appropriate salary levels, the Committee considers individual
performance, internal equity, as well as pay practices of other companies
relating to executives of similar responsibility.
By design, the Committee strives to set executives' salaries at competitive
market levels. The Committee believes maximum performance can be encouraged
through the use of appropriate incentive programs. Incentive programs for
executives are as follows:
Annual Incentives
Generally, discretionary annual incentive award opportunities are made to
executives to recognize and reward corporate and individual performance.
Senior executives may receive bonuses ranging from 60% to 75% of eligible base
compensation with attainment measured by corporate net income as compared to
the annual plan. Bonuses can be increased or decreased incrementally based
upon performance for the year. Business unit general managers may receive
bonuses ranging from 20% to 50% of eligible base compensation measured by
business unit (80%) and corporate (20%) net income attainment. Other corporate
officers and key business unit employees may receive bonuses ranging from 5%
to 20% of eligible base compensation, measured either by business unit or
corporate net income. Accordingly, four senior executive officers were each
awarded 49.75% of their based annual salaries as incentive bonus based upon
1995 performance. The amounts aggregated $448,000. Four other officers were
each awarded 12.4% of their base annual salaries as incentive bonuses based
upon 1995 performance. These amounts aggregated $49,500. External market data
is reviewed periodically to determine competitive incentive opportunities for
individual executives. The Company believes that it is in the mid-range of
compensation and annual incentive programs, when compared to external
compensation data.
Long-Term Incentives
The Company's long-term compensation philosophy is that long-term incentives
should be related to improvement in long-term stockholder value, thereby
creating a mutuality of interest with stockholders. In furtherance of this
objective, the Company awards to its executive officers stock options.
Stock options encourage and reward effective management that results in
long-term corporate financial success, as measured by stock price
appreciation. Stock options generally are exercisable at the fair market value
at date of grant and options are generally exercisable in two installments
beginning one year after date of grant.
RATIONALE FOR CEO COMPENSATION
Mr. Paul I. Stevens has been Chairman and Chief Executive Officer of the
Company since 1986. His compensation package has been designed to encourage
short and long-term performance in line with the interests of the Company's
stockholders. Mr. Stevens' large stock ownership percentage as described
elsewhere herein is a substantial incentive to perform in such a way to
enhance stockholders' interest and returns. His base pay has been $250,000
from 1990 through 1994 and $300,000 for 1995. The Committee believes Mr.
Stevens' total compensation is competitive in the external marketplace and
reflective of Company and individual performance. He is a participant in the
incentive plans described above.
The factors which the Committee considered in determining Mr. Stevens' base
salary for 1995 were those mentioned above for other executive officers. An
annual incentive of $149,300 was earned by Mr. Stevens for fiscal year 1995
and $100,000 for fiscal year 1994. No such incentive was paid to Mr. Stevens
for fiscal year
10
<PAGE>
1993. In granting stock options in 1993 and 1994 to Mr. Stevens, as well as
other executives, the Committee took into account the executive's level and
scope of responsibility and contributions to the Company, as well as
competitive long-term incentive practices as verified by external surveys.
This report is submitted by the members of the Stock Option and Compensation
Committee of the Board of Directors:
Robert H. Brown, Jr.
Robert B. Holland, III
Edgar H. Schollmaier
The Board Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
STOCK OPTION AND COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
During fiscal 1995, the members of the Stock Option and Compensation
Committee were primarily responsible for determining executive compensation
and matters relating to stock options, although certain of such matters were
discussed by the full Board of Directors. Paul I. Stevens, as a director as
well as an executive officer of the Company, participated in such discussions.
The Company and Xytec Corporation ("Xytec"), a subsidiary of Stevens
Industries, Inc., one of the principal shareholders of the Company and a
corporation controlled by Paul I. Stevens, Richard I. Stevens and Constance I.
Stevens, entered into an agreement during 1994 for Xytec to provide software
and computer-related services and equipment of $1.2 million as a subcontractor
on a major contract. During 1994 and 1995, the Company paid approximately
$287,000 and $784,000, respectively, to Xytec on this contract. The cost to
Xytec of this subcontract was approximately 90% of its billings to the
Company, or $258,000 in 1994 and $706,000 in 1995.
Each of Paul I. Stevens and Richard I. Stevens owns a 22.5% interest in a
joint venture which is the landlord under the lease of the Company's corporate
headquarters. Amounts paid to the joint venture as rent and maintenance in
1995 were approximately $111,000.
In January and February 1994, Stevens Industries, Inc. advanced an aggregate
of $900,000 to Stevens Security Systems, S.A., a subsidiary of the Company, in
exchange for a promissory note of Stevens Security Systems, S.A. bearing
interest at the rate of 6% per annum due February 1995. These advances were
repaid in full in February 1995.
In the first quarter of 1996, Paul I. Stevens advanced an aggregate of
$950,000 to the Company, which is evidenced by a one year promissory note
bearing an interest rate of 8% per annum. The promissory note is mandatorily
prepayable upon the receipt by the Company of certain receivables.
The Company believes that the transactions described above are beneficial to
the Company and are on terms as favorable to the Company as could be obtained
from unaffiliated third parties. Such transactions are expected to be
continued in the future, with review of and the approval required by the
independent members of the Board of Directors.
In December 1994 the Company extended a loan to Kenneth Reynolds in the
principal amount of $82,500. Mr. Reynolds repaid the loan in full in March
1995.
11
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Series A Stock during the five
fiscal years ended December 31, 1995 (adjusted for a stock split and the
reclassification of the Company's Common Stock into Series A Stock and Series
B Stock) with the cumulative total return on the American Stock Exchange Index
and the Printing Equipment (SIC Code 355) Machinery Industry Index. The
comparison assumes $100 was invested on December 31, 1989 in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends.
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
- --------------------------FISCAL YEAR ENDING----------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
STEVENS INTERNAT CL A 100 135.71 139.29 196.43 239.29 125.00
INDUSTRY INDEX 100 161.02 193.74 251.78 295.85 430.13
BROAD MARKET 100 123.17 124.86 148.34 131.04 168.90
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission (the
"SEC") and the American Stock Exchange. Such persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
12
<PAGE>
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1995, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with except that Hans W.
Kossler reported on Form 5 two transactions occurring in December 1995 that
should have been reported previously on Form 4 and reported his initial
statement of beneficial ownership of securities that should have been
previously reported on Form 3 and will report on an amendment to Form 5 one
transaction occurring in November 1995 that should have been previously
reported on Form 5; and Constance I. Stevens reported on Form 5 one
transaction occurring in December 1994 that should have been previously
reported on Form 4.
STOCKHOLDERS' PROPOSALS
Stockholders may submit proposals on matters appropriate for stockholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended. For such
proposals to be considered in the Proxy Statement and Proxy relating to the
1997 Annual Meeting of Stockholders, such proposals must be received by the
Company not later than December 26, 1996. Such proposals should be directed to
Stevens International, Inc., 5500 Airport Freeway, Fort Worth, Texas 76117.
OTHER BUSINESS
The Board of Directors knows of no matters other than those described herein
that will be presented for consideration at the Meeting. However, should any
other matters properly come before the Meeting or any adjournment thereof, it
is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
All costs incurred in the solicitation of Proxies will be borne by the
Company. In addition to solicitation by mail, the officers and employees of
the Company may solicit Proxies by telephone, telegraph or personally, without
additional compensation. The Company may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of shares of Common Stock held
of record by such persons, and the Company may reimburse such brokerage houses
and other custodians, nominees and fiduciaries for their out-of-pocket
expenses incurred in connection therewith.
The Company's annual report to shareholders for 1995 is being mailed with
this proxy statement to stockholders entitled to vote at the Meeting. The
Annual Report is not to be deemed part of this Proxy Statement.
By Order of the Board of Directors
[Signature of Paul I. Stevens
appears here]
Paul I. Stevens
Chairman of the Board and Chief
Executive Officer
Fort Worth, Texas
April 25, 1996
13
<PAGE>
STEVENS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
SERIES A COMMON STOCK
The undersigned hereby appoints Paul I. Stevens and Richard I. Stevens,
each with power to act without the other and with full power of substitution,
as Proxies to represent and to vote, as designated on the reverse, all Series A
Common Stock of Stevens International, Inc. owned by the undersigned, at the
Annual Meeting of Stockholders to be held at The Worthington Hotel, 200 Main
Street, Fort Worth, Texas 76102, on Thursday, May 23, 1996 at 10:00 a.m. local
time, upon such other business as may properly come before the meeting or any
adjournment thereof including the following:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
_
Please mark your | |
A [X] votes as in this |
example. |______
FOR all nominees
listed at right WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed at right
1. Election [_] [_]
of Directors
Nominees: John W. Stodder
Edgar H. Schollmaier
Michel A. Destresse
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN
THE SPACE BELOW.
- ----------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of Deloitte & [_] [_] [_]
Touche LLP as independent public
accountants to audit the Company's
financial statements for the 1996 fiscal year.
3. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED (i) FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, (ii) FOR THE
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE 1996 FISCAL YEAR
AND (iii) AT THE DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY MAY BE REVOKED PRIOR TO THE EXERCISE OF THE POWERS CONFERRED BY THE
PROXY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE DATE, SIGN EXACTLY AS SHOWN HEREON AND MAIL PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
Signature _______________ __________________________ Dated ______________, 1996
(SIGNATURE IF HELD JOINTLY)
Note: Please date, sign exactly as shown hereon and mail promptly this proxy in
the enclosed envelope. When there is more than one owner, each should
sign. When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed by a corporation, the
proxy should be signed by a duly authorized officer. If executed by a
partnership, please sign in the partnership name by an authorized person.
<PAGE>
STEVENS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
SERIES B COMMON STOCK
The undersigned hereby appoints Paul I. Stevens and Richard I. Stevens,
each with power to act without the other and with full power of substitution,
as Proxies to represent and to vote, as designated on the reverse, all Series B
Common Stock of Stevens International, Inc. owned by the undersigned, at the
Annual Meeting of Stockholders to be held at The Worthington Hotel, 200 Main
Street, Fort Worth, Texas 76102, on Thursday, May 23, 1996 at 10:00 a.m. local
time, upon such other business as may properly come before the meeting or any
adjournment thereof including the following:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
_
Please mark your | |
A [X] votes as in this |
example. |______
FOR all nominees
listed at right WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed at right
1. Election [_] [_]
of Directors
Nominees: Paul I. Stevens
Richard I. Stevens
Constance I. Stevens
Robert H. Brown, Jr.
James D. Cavanaugh
Robert B. Holland, III
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN
THE SPACE BELOW.
- ----------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of Deloitte & [_] [_] [_]
Touche LLP as independent public
accountants to audit the Company's
financial statements for the 1996 fiscal year.
3. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED (i) FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, (ii) FOR THE
RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE 1996 FISCAL YEAR
AND (iii) AT THE DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY MAY BE REVOKED PRIOR TO THE EXERCISE OF THE POWERS CONFERRED BY THE
PROXY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE DATE, SIGN EXACTLY AS SHOWN HEREON AND MAIL PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
Signature _______________ __________________________ Dated ______________, 1996
(SIGNATURE IF HELD JOINTLY)
Note: Please date, sign exactly as shown hereon and mail promptly this proxy in
the enclosed envelope. When there is more than one owner, each should
sign. When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed by a corporation, the
proxy should be signed by a duly authorized officer. If executed by a
partnership, please sign in the partnership name by an authorized person.
<PAGE>
ADDENDUM TO
STEVENS INTERNATIONAL, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1996
THE FOLLOWING PARAGRAPH SHOULD BE INSERTED AFTER THE FINAL PARAGRAPH OF THE
SECTION ENTITLED "STOCK OPTION AND COMPENSATION COMMITTEE AND INSIDER
PARTICIPATION":
Kenneth W. Reynolds the Chief Financial Officer and Vice President of
Finance retired from the Company effective March 31, 1996. In connection with
Mr. Reynolds' retirement, the Company entered into an agreement with Mr.
Reynolds whereby on March 31, 1996, Mr. Reynolds was paid $90,500 as a
severance allowance, which was equal to six months of salary. Additionally,
the agreement provides that Mr. Reynolds will receive coverage under the
Company's health and life insurance plans until Mr. Reynolds reaches the age
of 65 or equivalent coverage is assumed. The agreement also provides for the
Company to enter into a consulting contract with Mr. Reynolds for a minimum of
five years at a rate of $25,000 per year, which will be paid annually in
exchange for Mr. Reynolds' commitment of 250 hours of consulting per year.
