<PAGE> 1
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
<TABLE>
<CAPTION>
Check the appropriate box:
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
Multi-Color Corporation
(Name of Registrant as Specified In Its Charter)
Multi-Color Corporation
(Name of Person(s) Filing Proxy Statement)
<TABLE>
<CAPTION>
Payment of Filing Fee (Check the appropriate box):
<S> <C>
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
</TABLE>
1) Title of each class of securities to which
transaction applies:
-----------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
-----------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11: 1
-----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C>
1) Amount Previously Paid:
------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------
</TABLE>
<PAGE> 2
Multi-Color Corporation
Notice of Annual Meeting of Shareholders
To be Held August 8, 1995
Dear Shareholder:
We are pleased to invite you to attend our Annual Shareholders Meeting
to be held at the offices of Multi-Color Corporation, Cincinnati, Ohio on,
Tuesday, August 8, 1995, noon, Eastern time.
The purposes of this Annual Meeting are:
1. To elect five directors to serve for the next year;
2. To approve an amendment to the 1992 Directors' Stock Option Plan,
to among other things, increase the number of shares which may be
granted under the Plan by 20,000 shares and to increase the
maximum number of shares a Director may be granted annually to
6,000 shares.
3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year 1996; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Following the business portion of the meeting, I will briefly review
our operations. The Company's directors and executive officers will also be
available at such time to respond to your inquiries and to discuss the Company
with you.
Yours truly,
John C. Court
President and Chief Executive Officer
Dated: July 7, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, SIGN AND
PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. PROXIES MAY BE
REVOKED BY WRITTEN NOTICE OR REVOCATION, THE SUBMISSION OF A LATER PROXY, OR BY
ATTENDING THE MEETING AND VOTING IN PERSON.
<PAGE> 3
Multi-Color Corporation
4575 Eastern Avenue
Cincinnati, Ohio 45226
Telephone (513) 321-5381
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
August 8, 1995
INTRODUCTION
The Board of Directors of Multi-Color Corporation ("Multi-Color" or the
"Company") is requesting your Proxy for the Annual Meeting of Shareholders on
August 8, 1995 and at any adjournment thereof, pursuant to the foregoing
Notice. The approximate mailing date of the Proxy Statement and the
accompanying Proxy Card is July 7, 1995.
VOTING AT ANNUAL MEETING
General
- -------
Shareholders may vote in person or by proxy at the meeting. Proxies
given may be revoked at any time by filing with the Company either a written
revocation or a duly executed proxy bearing a later date, or by appearing
at the meeting and voting in person. All shares will be voted as specified on
each properly executed proxy. If no choice is specified, the shares will be
voted as recommended by the Board of Directors, namely "FOR" Items 2 and 3
and "FOR" the nominees for director named herein. Absentions and shares
otherwise not voted for any reason, including broker non-votes, will have
no effect on the outcome of any vote taken at the meeting, except as noted
under "Amendment of 1992 Directors' Stock Option Plan".
As of June 15, 1995, the record date for determining shareholders
entitled to notice of and to vote at the meeting, Multi-Color had
2,172,569 shares of Common Stock outstanding. Each share is entitled to
one vote. Only shareholders of record at the close of business on June 15,
1995, will be entitled to vote at the meeting.
Principal Shareholders
- ----------------------
The following persons are the only shareholders known by the Company
to own beneficially 5% or more of its outstanding Common Stock as of June 20,
1995:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
------------------------ -------------------- --------
<S> <C> <C>
John C. Court 477,132 (1) (2) (3) 21.1%
Burton D. Morgan 342,947 (3) 15.8%
John D. Littlehale 175,332 (1) (2) (3) 8.1%
Thomas F. Costello 114,850 5.3%
Dimensional Fund Advisors Inc. 129,000 5.9%
</TABLE>
2
<PAGE> 4
The business address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401. The business
address of all other persons is 4575 Eastern Avenue, Cincinnati, Ohio 45226.
(1) Does not include 6,098 shares owned by Multi-Color Stock Purchase
Plan of which John C. Court and John D. Littlehale are trustees.
(2) Does not include 19,035 shares held by Multi-Color Salaried Employees
Profit Sharing/401(k) Retirement Savings Plan of which John C. Court and
John D. Littlehale are trustees.
(3) Included in the amount of Common Stock Beneficially Owned are the
following shares of Common Stock subject to exercisable options or
options exercisable within 60 days: Mr. Morgan has 3,000 shares, Mr.
Court has 133,500 and Mr. Littlehale has 41,738 shares.
Election of Directors
- ---------------------
The Company's Code of Regulations requires that the Board of
Directors consist of at least three members with the exact number to be
established by shareholders. Shareholders have established a board consisting
of five directors.
The Board is nominating for reelection all current Directors namely,
Burton D. Morgan, John C. Court, John D. Littlehale, David H. Pease, Jr. and
Lorrence T. Kellar. Proxies solicited by the Board will be voted for the
election of these nominees. All directors elected at the Annual Meeting
will be elected to hold office until the next annual meeting.
In voting to elect directors, shareholders are not entitled to cumulate
their votes.
Should any of the nominees become unable to serve, proxies will be
voted for any substitute nominee designated by the Board. Nominees receiving
the highest number of votes cast for the positions to be filled will be
elected.
Amendment of 1992 Directors Stock Option Plan
- ----------------------------------------------
On May 27, 1992 the Board of Directors unanimously adopted the 1992
Directors' Stock Option Plan (the 1992 Plan ). The following is a summary
of the current provisions of the Plan.
Purpose. The purpose of the 1992 Plan is to advance the interests
of the Company and its shareholders by affording non-employee members of the
Board of Directors an opportunity to increase their proprietary interest in
the Company by the grant of options to them.
Administration. The Stock Option Committee of the board of directors
administers the 1992 Plan. Subject to the express provisions of the 1992
Plan, the Committee has the authority to establish the terms and conditions
of option agreements, which need not be uniform.
Eligibility; Shares Subject to the 1992 Plan Grants. Any Director
presently serving as such or elected in the future, who is not also an
employee of the Company, (an Eligible Director ) a group presently
consisting of three persons, shall be eligible to receive options under the
1992 Plan.
Under the 1992 Plan, 50,000 shares of Common Stock have been
reserved for issuance upon the exercise of options.
Each Eligible Director presently receives a grant of options
exercisable into 1,000 shares of the Company's Common Stock at the time of
annual election or re-election to the Board of Directors, and an additional
2,000 shares at the time said Director is appointed Chairman of a Committee of
the Board of Directors. Under the 1992 Plan, a Director may not receive
options exercisable into more than 3,000 shares of Common Stock during any
fiscal year.
3
<PAGE> 5
Terms of Options. The term of each option shall be ten years from the
date of grant. The option purchase price will be the last closing sale
price reported immediately prior to the date of grant. Options are
immediately exercisable upon grant.
No option will be transferable otherwise than by will or by the laws of
descent and distribution, and an option may be exercised during the lifetime of
the holder only by him.
Federal Tax Consequences Neither the optionee nor the Company will
incur any federal tax consequences as a result of the grant of an option.
Upon exercise of an option, the optionee generally must recognize ordinary
income equal to the difference between the exercise price and the fair
market value of the Common Stock on the date of exercise. The Company
will be entitled to a deduction of the same amount. Upon a disposition of
option shares acquired under the 1992 Plan, the difference between the sale
proceeds and the market value of the shares at the time of exercise will be
treated as a capital gain or loss, either long-term or short-term, depending
on how long the shares have been held. The Company will not be entitled to a
deduction in connection with a disposition of option shares.
Effect of Certain Corporate Events In the event of any changes in
the outstanding Common Stock by way of a stock dividend, split-up,
recapitalization, combination or exchange, the number and class of shares
of Common Stock authorized to be the subject of options under the 1992 Plan
and the number and class of Common Stock and option price for each option
which is outstanding shall be correspondingly adjusted by the Committee. The
Committee shall also make appropriate adjustments to reflect any spin-off
of assets, extraordinary dividends or other distributions to
shareholders.
In the event of the dissolution or liquidation of the Company or any
merger, consolidation or combination in which the Company is not the surviving
corporation or in which the outstanding shares of Common Stock of the Company
are converted into cash, other securities or other property, each outstanding
option shall terminate as of a date fixed by the Committee provided that not
less than 20 days' written notice of the date of expiration shall be given
to each holder of an option. Each such holder shall have the right during
such period following notice to exercise the option as to all or any part of
the option for which it is exercisable at the time of such notice.
The following table describes the benefits that would be received
by the Eligible Directors under the 1992 Plan, assuming certain values set
forth in the footnotes to the table. The Executive Officers as a group and
all non-executive employees as a group would not receive any benefits under
the 1992 Plan. Mr. Morgan, Mr. Kellar and Mr. Pease are the only individuals
who presently are entitled to receive any benefits under the 1992 Plan.
<TABLE>
<CAPTION> Potential Realized Dollar Value ($/Share) of
Plan Grants Assumed Annual Rates of Stock Price
Name Number of Units Appreciation for Option Term*
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0% 5% 10%
------- ----- ----- -----
Nonemployee Director Group 18,000 0 $2.75 $6.97
</TABLE>
* The market value of the Common Stock on June 23, 1995 was $4.375 per
share and was the assumed exercise price for the options. Neither the dollar
value of the option to be granted nor the benefits or amounts which would have
been received by or allocated to the Eligible Directors for the last fiscal
year if the 1992 Plan had been in effect is determinable because the options
will be granted at the market value of the Common Stock as of the date the
options are granted.
The potential realizable dollar value, set out in dollars per share,
at assumed annual rates of stock price appreciation for the option term, is
hypothetical and is not intended to forecast future appreciation, if any, of
the Common Stock or future dollar value, if any, of the granted options.
Proposed Amendments.
- --------------------
29,000 shares of Common Stock remain available for grant under the
1992 Plan without Shareholder approval. To date, all options granted under
the 1992 Plan have been granted to Mr. Morgan, Mr. Kellar and Mr. Pease
and are exercisable into 3,000, 9,000 and 9,000 shares respectively. Except
for the initial grant of options to Mr. Morgan, Mr. Kellar and Mr. Pease
exercisable into 1,000, 3,000 and 3,000 shares respectively, which were
granted at 80% of the market value of the underlying Common Stock on the
date of grant, all exercise prices were granted at the fair market value of
the underlying Common Stock on the date of grant.
4
<PAGE> 6
The Board of Directors recommends that the last paragraph of Section 2
of the 1992 Plan be amended and restated to increase the number shares subject
to options by 20,000 shares and, as so amended and restated, the last
paragraph Section 2 will read in its entirety as follows:
Subject to the provisions of Section 4 hereof, the aggregate number of
shares of Common Stock for which options may be granted under the Plan
shall be Seventy Thousand Shares.
The Board of Directors further recommends that Section 5 of the Plan
be amended and restated to (1) increase the number of options granted to
Eligible Directors upon election or re-election from 1,000 shares to 2,000
shares, (2) provide for the grant of options for an additional 2,000 shares
for each committee upon which an Eligible Director serves, formerly
additional options for 2,000 shares were granted to committee chairmen, and
(3) to raise the maximum number shares for which options may be granted during
any one fiscal year from 3,000 to 6,000 shares; and as so amended, Section 5
will read in its entirety as follows:
5. Eligible Directors; Grant of Options. Each Eligible
Director shall be granted additional options to purchase 2,000 shares of
Common Stock upon such person's annual election or re-election to a committee
of the Board of Directors. No eligible Director shall be granted more that
6,000 options in any fiscal year.
The affirmative vote of the holders of a majority of the shares of
Common Stock voting on the matter at the meeting is required to approve the
amendments to the 1992 Plan. Absentions, but not broker non-votes, shall
have the effect of being considered as voted against the proposal.
Ratification of Appointment of Accountants
- ------------------------------------------
The Board of Directors appointed Arthur Andersen LLP as its
independent public accountants for fiscal 1996. Arthur Andersen LLP has been
the independent accounting firm for the Company since October 1985. Although
not required by law, the Board is seeking shareholder ratification of its
selection. An affirmative vote of a majority of shares voting at the
meeting is required for ratification. If ratification is not obtained, the
Board intends to continue the employment of Arthur Andersen LLP at least
through fiscal 1996. Representatives of Arthur Andersen LLP are expected to
be present at the Shareholders' Meeting and will be given an opportunity to
comment, if they so desire, and to respond to appropriate questions that may
be asked by shareholders.
Other Matters
- -------------
Any other matters considered at the meeting including adjournment
will require the affirmative vote of a majority of shares voting.
Voting by Proxy
- ---------------
All proxies properly signed will, unless a different choice is
indicated, be voted "FOR" the election of all nominees for Directors proposed
by the Board of Directors; "FOR" the approval of the amendments to the 1992
Directors Stock Option Plan and "FOR" ratification of the selection of
independent public accountants.
If any other matters come before the meeting or any adjournment, each
proxy will be voted in the discretion of the individuals named as proxies on
the card.
Shareholder Proposals
- ---------------------
Shareholders who desire to have proposals included in the Notice for
the 1996 Shareholders' Meeting must submit their proposals to Multi-Color at
its offices on or before March 23, 1996.
5
<PAGE> 7
MANAGEMENT
Directors and Executive Officers
The directors and executive officers of Multi-Color as of June 20, 1995 are:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(4)
Name and Age Position Amount Percentage
------------ -------- ------ ----------
<S> <C> <C> <C>
Burton D. Morgan (3) Chairman of the 342,947 15.8%
79 Board of Directors
John C. Court (3) President, Chief 477,132 21.1%
53 Executive Officer
and Director
John D. Littlehale (2)(3) Vice President and General 175,332 8.1%
41 Manager - Graphics
Secretary and Director
Lorrence T. Kellar (1)(2) Director 13,492 *
57
David H. Pease, Jr. (1)(2) Director 10,185 *
66
William P. Kelly Vice President, 27,575 1.3%
47 Assistant to the President
William R. Cochran Vice President, 1,500 *
42 Chief Financial Officer
John R. Voelker Vice President Sales & Marketing 86,174 4.0%
52
All Executive Officers 1,134,337 47.9%
and Directors as a group
(Eight Persons)
</TABLE>
- --------------------------------------------
1. Compensation Committee Member
2. Audit Committee Member
3. See "Principal Shareholders
4. Included in the amount of Common Stock Beneficially Owned are the
following shares of Common Stock subject to exercisable options or
options exercisable within 60 days: Mr. Morgan has 3,000 shares, Mr.
Court has 133,500 shares; Mr. Littlehale has 41,738 shares, Mr. Kellar has
9,000 shares, Mr. Pease has 9,000 shares.
* Less than 1%
Mr. Morgan has been Chairman of the Board of Directors of the Company
since 1985 and President of Basic Search, Inc., an Ohio-based venture capital
firm, since its founding in 1977. Mr. Morgan founded two companies which
produce adhesive label stock. Mr. Morgan continues to serve as a director of
one of these companies, Morgan Adhesives, Inc.
Mr. Court has served the Company as President and Chief Executive
Officer and as a Director since 1985. Prior to forming Multi-Color
Corporation and since 1982, Mr. Court had been a Vice President-Corporate
Finance of Gradison & Co., Inc., a Cincinnati-based investment banking firm.
Prior to 1982, Mr. Court was Chief Financial Officer of N-Ren Corporation, a
private chemical company, for six years and was a Vice President of First
National Bank of Chicago for three years.
6
<PAGE> 8
Mr. Littlehale joined the Company as Secretary/Treasurer in 1985. In
1992, Mr. Littlehale was appointed Vice President Corporate Quality and in
November 1993, Vice President and General Manager Multi-Color Graphics.
Mr. Littlehale has been a Director of the Company since 1985.
Mr. Kellar was appointed a Director of the Company in January
1988. He currently serves as Group Vice President of The Kroger Co.,
having joined the company in 1965. His prior positions with The Kroger Co.
have included Vice President of Corporate Development and Vice
President-Treasurer. He was elected to his current position in 1986.
Mr. Pease has served as a Director of the Company since March 1987.
He is the Chairman and Chief Executive Officer of Pease Industries, Inc., a
Cincinnati-based manufacturer of residential building products and has held
these positions since 1980.
Mr. Kelly joined Multi-Color as Vice President General Manager
Cincinnati in April 1994. Mr. Kelly was appointed Assistant to the
President in June 1995. Prior to joining Multi-Color, Mr. Kelly was
President, Chief Operating Officer of J. W. Fergusson & Sons, Inc. from 1987.
From 1983 to 1987, Mr. Kelly was Vice President Sales and Marketing of J. W.
Fergusson & Sons, Inc.
Mr. Cochran was appointed Vice President, Chief Financial Officer of
the Company in June of 1994. Prior to joining Multi-Color, Mr. Cochran was
Chief Financial Officer of AluChem, Inc. from 1990 to 1994. From 1986 to
1990, Mr. Cochran was employed in various accounting functions for Libby Owens
Ford.
Mr. Voelker was appointed Vice President of Sales and Marketing of the
Company in June of 1995. Prior to that time Mr. Voelker served as the Company
s Vice President National Accounts from 1992 to 1995 and Vice President Multi-
Color Graphics from 1989 to 1992.
Board and Committee Actions; Compliance With Section 16 of The Exchange Act
- -----------------------------------------------------------------------------
The Board of Directors met three (3) times during fiscal 1995.
The Audit Committee is responsible for reviewing the Company's
internal accounting operations. It also recommends the employment of
independent accountants and reviews the relationship between the Company and
its outside accountants. This committee was established in June of 1988 and
met two (2) times in fiscal 1995. The Compensation Committee is responsible
for establishing compensation levels for management. The Compensation
Committee met two (2) times during fiscal 1995. The Board of Directors does
not have a nominating committee.
Directors who are not employees for the Company receive non-qualified
options to purchase 1,000 shares per year for serving as a Director plus
$750 for each meeting attended. Committee chairman receive 2,000
non-qualified stock options per year per committee, up to a total of 3,000
non-qualified stock options per fiscal year. Directors who are employees of
the Company are not separately compensated for serving as a Director.
Section 16 of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of
a registered class of the Company's equity securities to file reports of
ownership and changes in ownership. Based on a review of the copies of such
forms received by it, the Company believes that during the last fiscal year,
all of its executive officers, directors and ten percent stockholders complied
with the Section 16 reporting requirements.
Compensation Committee Report on Executive Compensation
- -------------------------------------------------------
Executive Compensation Policies
- -------------------------------
The Company's policies on executive compensation are designed to
encourage and incentivize its executive officers to achieve both short-term and
long-term operating, financial and strategic goals, and thereby build
shareholder value on a steady but aggressive basis. To that end, senior
executive compensation packages are increasingly weighted towards incentive
plans that emphasize stock ownership and bonus compensation arrangements which
serve to align more closely the interests of management with shareholders. It
is also the
7
<PAGE> 9
policy of the Committee to reward superior corporate performance, recognize
individual initiative and achievement, and assist the Company in attracting and
retaining qualified executives.
The Omnibus Budget Reconciliation Act of 1993 provides that
compensation in excess of $1,000,000 per year paid to the Chief Executive
Officer of a public company as well as the other executive officers listed
in the compensation table will no longer be deductible unless the compensation
is "performance-based" and approved by the shareholders. The Committee does
not believe any action is required by the Company or its shareholders in
order for the compensation paid to its executive officers to meet the
requirements for deductibility.
Salaries
- --------
The Committee believes it is important to maintain executive salaries
at competitive levels, and relies heavily on comparisons with other regional
companies of similar size. In determining salary adjustments for executive
officers, the Committee takes into account, among other things, the salaries
paid by comparable regional companies as reported in a study commissioned by
the Company from a local consultant. The Committee believes these materials
provide a broad representation of salaries paid in the region, which gives the
Committee a reasonable basis for establishing salary levels and adjustments.
Salary levels and adjustments targeted are the average of the reported
ranges. In establishing current salaries, the Committee took into account the
Company's recent performance based on certain general financial and operational
criteria. The Committee did not, however, base its decisions on salary levels
or adjustments on specific quantifiable performance goals or targets, but
attempted to maintain salaries at a level which will allow the Company to
compete in the marketplace for executive talent. In addition, the Committee
did not compare the Company s executive compensation with the levels of
compensation paid by companies in the Media General NASDAQ Market Index or the
Media General MG Industry Group 093 - Printing Index, nor did the Committee
attempt to correlate executive compensation levels with the Company s relative
performance as shown in the financial performance graph contained in this Proxy
Statement.
With respect to the salary paid to Mr. Court, the Committee utilized
the salary survey data, Company performance and the other factors described
above. In addition, the committee evaluated Mr. Court's ability to develop and
implement strategic plans for company growth and profitability. The Committee
determined that his salary is appropriate in light of these factors.
Annual Bonuses
- --------------
In its consideration of annual bonus awards, the Committee utilized the
compensation survey mentioned above, but relied on such data to a lesser extent
than in its review of the salary component. The Committee did not award
bonuses in fiscal 1995.
Stock Options
- -------------
The Company's Stock Option Plans (the "1985 and 1987 Plans") are the
principal means by which long-term incentive compensation is provided for key
officers and employees of the Company and the interests of these persons are
brought more closely into tandem with the interests of shareholders. The Plans
are administered by a committee comprised of outside directors Pease
(Chairperson) and Kellar, both of whom serve on the Compensation Committee as
well.
The Company's policies on executive compensation are applicable to the
Stock Option Committee, and all decisions regarding the number, pricing, timing
and the recipients of stock option grants are coordinated with the Compensation
Committee. In fiscal 1995, the only grants by the Stock Option Committee of
stock options to executive officers, including Mr. Court, was to Mr. Cochran in
connection with his performance as Vice President, Chief Financial Officer.
The Stock Option Committee does not attempt to correlate the award of stock
options with practices followed by other comparable companies. In granting the
options, the Committee considered Mr. Cochran's level of responsibility and
performance.
RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE COMPENSATION AND STOCK OPTION
COMMITTEES, LORRENCE T. KELLAR, DAVID H. PEASE, JR.(CHAIRPERSON)
8
<PAGE> 10
The following table sets forth the compensation paid by Multi-Color for
fiscal years 1995, 1994 and 1993 to its Chief Executive Officer and Executive
Officers whose compensation in fiscal year 1995 was in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------------
Other Securities All
Annual Underlying Other
Name and Compen- Options Compen-
Principal Position Year Salary Bonus sation (3) (#) sation(2)
------------------ ---- ------- ----- ---------- --- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Court 1995 $200,004 $ -0- $30,000 -0- $ 37,976
-0-
President 1994 200,004 -0- -0- -0- 31,930
Chief Executive Officer 1993 179,585 110,445(1) 26,938 116,000 35,585
William P. Kelly 1995 $120,000 $ -0- -0- -0- $ -0-
Assistant to the President 1994 (4) -0- -0- -0- -0- -0-
1993 (4) -0- -0- -0- -0- -0-
</TABLE>
1. Multi-Color maintains a deferred compensation plan for certain key
employees and executives, the terms of which allow these employees to defer
all or a portion of their annual bonuses and to receive market rates of
interest on their deferred compensation. Mr. Court deferred $33,000 of the
bonus reported above for fiscal 1993.
2. All other compensation includes the Company's contribution to the
Multi-Color 401-k profit sharing retirement savings plan (the "Retirement
Plan"), the Multi-Color Corporation 1989 Employee Stock Purchase Plan and
interest earned through the deferred compensation plan. Fiscal 1995 amounts
are comprised of the Company's contributions under the Retirement Plan of
$4,125 for Mr. Court and interest on deferred compensation of $33,851 for Mr.
Court.
3. The Company has established a supplemental retirement program for key
executives based on a percentage of the executive's salary. The percentage
ranges from 8% to 15% of compensation. In fiscal 1995, Mr. Court received
$30,000 under this plan.
4. Mr. Kelly was not employed by the Company in fiscal years 1994 and 1993,
and is no longer an executive officer of the Company.
The Company maintains stock option plans which authorize the issuance
of incentive and non-qualified stock options. Options granted under the plans
contain such terms and conditions as are established by the Board of Directors
at the time of the grant. All outstanding options generally have either six
year or five year terms and vest twenty percent over five years in the case of
six year options and twenty five percent per year over four years in the case
of five year options.
No options were granted during the last fiscal year to any of the
individuals named in the above compensation table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR END OPTION VALUE
Number of Securities
<TABLE>
<CAPTION>
Underlying Unexercised Options Value of Unexercised In-The-
Shares at Money Options at Fiscal Year
Acquired Value Fiscal Year End End
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Court 11,250 $47,813 123,500 16,250 $-0- $-0-
</TABLE>
9
<PAGE> 11
Performance Chart
- -----------------
The following performance chart compares the Company's cumulative
total shareholder return from April 1, 1990 through April 2, 1995, to that
of the Media General NASDAQ Market Index, a broad market index, and Media
General MG Industry Group 093 - Printing, an index of printing industry peer
companies.
The chart assumes that the value of the investment in the Company's
Common Stock and each index was $100 on April 1, 1990 and that all dividends
were reinvested. Stock price performances shown in the chart are not
indicative of future price performances. This data was furnished by Media
General Financial Services.
COMPARISON 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MULTI-COLOR CORPORATION
NASDAQ MARKET INDEX AND MG GROUP INDEX
<TABLE>
<CAPTION>
Measurement Period Multi-Color Corporation MG Industry Group NASDAQ
(Fiscal Year Covered) ----------------------- 093 Printing Market Index
--------------------- ----------------- ------------
<S> <C> <C> <C> <C>
Measurement Point- 04/01/90 $ 100.00 $100.00 $100.00
03/31/91 $ 92.00 $112.49 $111.17
03/29/92 $ 72.00 $125.36 $114.03
03/28/93 $ 66.00 $132.53 $136.25
04/03/94 $ 80.00 $125.50 $152.93
04/02/95 $ 39.00 $152.93 $166.98
</TABLE>
10
<PAGE> 12
Certain Transactions
- --------------------
The Company has an employment contract with William P. Kelly whereby
he is paid an annual salary of $120,000 and is eligible to receive an annual
bonus of up to seventy-five percent (75%) of his annual salary if certain
operating profit or sales growth targets are met. In connection with the
Company's employment of Mr. Kelly, the Company made a noninterest bearing and
nonrecourse loan to Mr. Kelly in the amount of $105,000 for the purpose of
financing Mr. Kelly's purchase of Company common stock. The loan is secured
by the Company common stock purchased by Mr. Kelly with the proceeds of the
loan. The repayment of the loan will be forgiven should the Company reach
various profitability targets for fiscal years 1995 through 1999.
OTHER MATTERS
Multi-Color is not aware of any other matters to be presented at the
meeting other than those specified in the notice.
By order of the Board of Directors.
John D. Littlehale
Secretary
July 7, 1995
11
<PAGE> 13
MULTI-COLOR CORPORATION
The undersigned hereby appoints JOHN C. COURT and JOHN D. LITTLEHALE, or either
one of them, proxies of the undersigned, each with the power of substitution, to
vote all shares of Common Stock which the undersigned would be entitled to vote
at the Annual Meeting of Shareholders of Multi-Color Corporation to be held on
August 8, 1995 at 12 noon Eastern Time at the offices of the Corporation, 4575
Eastern Avenue, Cincinnati, Ohio 45226 and any adjournment of such meeting on
the matters specified below and in their discretion with respect to such
other business as may properly come before the meeting or any adjournment
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to elect as directors the five (5) nominees listed below.
FOR _______ WITHHOLD AUTHORITY _______
BURTON D. MORGAN, JOHN C. COURT, JOHN D. LITTLEHALE, DAVID H. PEASE, JR. AND
LORRENCE T. KELLAR
WRITE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS WITHHELD
_____________________________________________________
2. Authority to approve an amendment to the 1992 Directors' Stock Option
Plan to, among other things, increase the number of shares which may be
granted under the Plan by 20,000 shares and to increase the maximum number
of shares a director may be granted annually to 6,000 shares.
FOR _______ AGAINST _______ ABSTAIN _______
3. Ratification of the appointment of Arthur Andersen & Co. as independent
public accountants for fiscal 1996.
FOR _______ AGAINST _______ ABSTAIN _______
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
(This proxy is continued and is to be signed on the reverse side)
<PAGE> 14
Date __________________________, 1995
_____________________________________
_____________________________________
(Important: Please sign exactly as name appears hereon indicating, where
proper, official position or representative capacity. In the case of joint
holders, all should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
