<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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Multi-Color Corporation
(Name of Registrant as Specified In Its Charter)
Multi-Color Corporation
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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 identity 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> 2
MULTI-COLOR CORPORATION
Notice of Annual Meeting of Shareholders
To be Held August 12, 1996
Dear Shareholder:
We are pleased to invite you to attend our Annual Shareholders' Meeting
to be held at the offices of Multi-Color Corporation, 205 West Fourth Street,
Cincinnati, Ohio on, Monday, August 12, 1996, noon, Eastern time.
The purposes of this Annual Meeting are:
1. To elect six directors to serve for the next year;
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent public accountants for fiscal year 1997; and
3. 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: June 28, 1996
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
205 West Fourth Street
Cincinnati, Ohio 45202
Telephone (513) 381-1480
PROXY STATEMENT
Annual Meeting of Shareholders
August 12, 1996
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 12, 1996 and at any adjournment thereof, pursuant to the foregoing
Notice. The approximate mailing date of the Proxy Statement and the accompanying
Proxy Card is June 28, 1996.
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" Item 2 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.
As of June 24, 1996, the record date for determining shareholders
entitled to notice of and to vote at the meeting, Multi-Color had 2,276,429
shares of Common Stock outstanding. Each share is entitled to one vote. Only
shareholders of record at the close of business on June 24, 1996, 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 24, 1996:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- --------
<S> <C> <C>
John C. Court 582,262(1)(2)(3)(4) 23.9%
Burton D. Morgan 399,947(3) 17.5%
John D. Littlehale 195,306(1)(2)(3)(4) 8.4%
Label Venture Group LLC 525,000(5) 18.7%
Dimensional Fund 139,800(6) 6.1%
Advisors Inc.
</TABLE>
-2-
<PAGE> 4
The business address of Label Venture Group LLC is 650 Madison Avenue,
21st Floor, New York, New York 10022. 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 205 West Fourth Street, Cincinnati,
Ohio 45202.
(1) Does not include 5,602 shares owned by the Multi-Color Stock Purchase Plan
of which John C. Court and John D. Littlehale are trustees.
(2) Does not include 22,998 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 - 5,000 shares, Mr.
Court - 116,000 shares and Mr. Littlehale - 35,800 shares.
(4) Included in the amount of Common Stock beneficially owned are the
following shares of Common Stock issuable upon conversion of the Company's
Series B Convertible Preferred Stock: Mr. Court - 39,730 shares and
Mr. Littlehale - 13,240 shares.
(5) Includes 525,000 shares of Common Stock issuable upon conversion of the
Company's Series A Convertible Preferred Stock. Louis M. Perlman, a
Director of the Company, is a co-manager of Label Venture Group LLC and
owns an 18.7% equity interest in such limited liability company.
(6) All 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 Fund Advisors Inc. disclaims
beneficial ownership of all such 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 or the Board of Directors. The Board of Directors has established a
board consisting of six directors.
The Board is nominating for reelection all current Directors namely,
Burton D. Morgan, John C. Court, John D. Littlehale, David H. Pease, Jr.,
Lorrence T. Kellar, and Louis M. Perlman. Pursuant to the terms of the Company's
Series A Convertible Preferred Stock, (the "Series A Preferred"), the holders of
the Series A Preferred are entitled to elect one member to the Company's Board
of Directors. Mr. Perlman was elected to the Board of Directors in May, 1996 as
the Board designee of the holders of the Series A Preferred, and has been
nominated for reelection by the holders of the Series A Preferred as the
designee of the Series A Preferred. 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.
-3-
<PAGE> 5
Ratification of Appointment of Accountants
- ------------------------------------------
Effective March 1, 1996, the Company, through the action of its audit
committee, engaged Grant Thornton LLP as the Company's independent auditors for
the fiscal year ended March 31, 1996. The Company informed its previous
accountants, Arthur Andersen LLP, of its dismissal on March 1, 1996. The Board
of Directors appointed Grant Thornton LLP as its independent public accountants
for fiscal 1997. 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 Grant Thornton LLP at
least through fiscal 1997. Representatives of Grant Thornton 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.
In connection with the audits of the two fiscal years ending April 2,
1995 and during subsequent interim periods, there have been no disagreements on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to
make reference to the matter in their report, except as follows. In connection
with Arthur Andersen LLP's report dated June 28, 1995, which is more fully
described below, the Company and Arthur Andersen LLP disagreed as to the extent
of modifications that would be appropriate to the Company's then existing bank
loan covenants so to enable the Company to comply with such covenants during
fiscal 1996 as well as cure the then existing events of noncompliance. The
disagreement was resolved to the satisfaction of Arthur Andersen LLP. Arthur
Andersen LLP discussed the subject matter of the disagreement with the Company's
management and members of the Company's Audit Committee and Board of Directors.
The Company has authorized Arthur Andersen LLP to respond fully to the inquiries
of Grant Thornton, LLP concerning the subject matter of the disagreement.
The reports of Arthur Andersen LLP on the consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles except that the report dated June 28, 1995
contained the following statement:
As discussed in Notes 1 and 3 to the financial statements, the Company
has suffered recurring losses from operations, is in violation of
certain loan covenants that give the lenders the right to accelerate
the due date of their loans, and has a net working capital deficiency
that raise substantial doubt about the Company's ability to continue as
a going concern.
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 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.
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<PAGE> 6
Shareholder Proposals
- ---------------------
Shareholders who desire to have proposals included in the Notice for
the 1997 Shareholders' Meeting must submit their proposals to Multi-Color at its
offices on or before February 28, 1997.
Directors and Executive Officers
- --------------------------------
The directors and executive officers of Multi-Color as of June 28, 1996
are:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(1)
Name and Age Position Amount Percentage
------------ -------- ------ ----------
<S> <C> <C> <C>
Burton D. Morgan(2) Chairman of the 399,947 17.5%
80 Board of Directors
John C. Court(2)(3)(7) President, Chief 582,262 23.9%
54 Executive Officer
and Director
John D. Littlehale(2)(4) Vice President of 195,306 8.4%
42 Manufacturing and
Director
Lorrence T. Kellar(3)(4)(5) Director 39,352 1.7%
58
David H. Pease, Jr.(3)(4)(5) Director 36,352 1.6%
67
Louis M. Perlman(2)(6) Director 525,000 18.7%
49
William R. Cochran Vice President, 7,500 *
43 Chief Financial
Officer
John R. Voelker Vice President Sales 86,674 3.8%
53 & Marketing
All Executive Officers and 1,872,393 60.7%
Directors as a group (Eight
Persons)
<FN>
1. 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 - 5,000 shares, Mr.
Court - 116,000 shares, Mr. Littlehale - 35,800 shares, Mr. Kellar -
15,000 shares, Mr. Pease - 15,000 shares and Mr. Cochran - 5,000
shares.
2. See "Principal Shareholders"
3. Included in the amount of Common Stock Beneficially Owned are the
following shares of Common Stock issuable upon exercise of the
Company's Series B Convertible Preferred Stock: Mr. Court - 39,730
shares, Mr. Littlehale - 13,240 shares, Mr. Kellar - 19,860 shares and
Mr. Pease - 19,860 shares.
4. Audit Committee Member
5. Compensation Committee Member
6. Mr. Perlman is the co-manger of Label Venture Group LLC. Except through
his 18.7% equity interest in Label Venture Group LLC and certain
management fees payable by Label Venture to Mr. Perlman, Mr. Perlman
disclaims beneficial ownership of the securities held of record by
Label Venture Group LLC.
7. Includes 80,000 shares beneficially owned pursuant to the Deferred Compensation Agreement.
* Less than 1%
</TABLE>
-5-
<PAGE> 7
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.
Mr. Littlehale joined the Company as Secretary/Treasurer in 1985. In
1992, Mr. Littlehale was appointed Vice President Corporate Quality, in November
1993, Vice President and General Manager Multi-Color Graphics, and in June,
1995, Vice President of Manufacturing. Mr. Littlehale has been a Director of the
Company since 1985.
Mr. Kellar was appointed a Director of the Company in January 1988.
Mr. Kellar has been Vice President, Real Estate of Kmart Corporation since
April, 1996. Prior to that time, he served as Group Vice President of The
Kroger Co., having joined the company in 1965. His prior positions with The
Kroger Co. included Vice President of Corporate Development and Vice
President-Treasurer.
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. Perlman was elected to the Company's Board of Directors in May,
1996 as the Board representative of the Series A Preferred. Mr. Perlman started
as a consultant to the metals and minerals industry and subsequently expanded
into real estate and other investments, including a group of trade publications
specializing in the chemical industry which included Chemical Week. For over
five years, Mr. Perlman has been the President of Lazam Partners Ltd, which
invests in real estate.
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 seven (7) times during fiscal 1996 and took
action in writing on one (1) occasion.
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 1996. The Compensation Committee is responsible for
establishing compensation levels for management. The Compensation Committee
-6-
<PAGE> 8
met one (1) time during fiscal 1996. 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, except that Mr. Court failed to timely report
the purchase of 3,000 shares of Common Stock.
Compensation Committee Report on Executive Compensation
- -------------------------------------------------------
Executive Compensation Policies
- -------------------------------
The Company's policies on executive compensation are designed to
encourage and motivate 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 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
-7-
<PAGE> 9
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 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.
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. The Stock Option Committee does not attempt to correlate the award of
stock options with practices followed by other comparable companies.
RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE COMPENSATION AND STOCK OPTION
COMMITTEES, LORRENCE T. KELLAR AND DAVID H. PEASE, JR. (CHAIRPERSON)
The following table sets forth the compensation paid by Multi-Color for
fiscal years 1996, 1995 and 1994 to its Chief Executive Officer and Executive
Officers whose compensation in fiscal year 1996 was in excess of $100,000.
-8-
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary(1) Bonus Compensation(2) Options (#) Compensation(3)
- ------------------ ---- --------- ----- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John C. Court 1996 $188,335 $45,000 $33,500 25,000 $53,750
President 1995 200,004 -0- 30,000 -0- 37,976
Chief Executive Officer 1994 200,004 -0- 3,000 -0- 31,930
John D. Littlehale 1996 $ 94,177 $25,000 $ 8,500 10,000 $ 2,825
Vice President 1995 86,883 -0- 7,300 -0- 2,606
Manufacturing 1994 85,008 -0- 700 -0- 1,500
John R. Voelker 1996 $ 93,893 $25,000 $ 2,700 10,000 $ 2,817
Vice President 1995 92,832 -0- -0- -0- 2,785
Sales and Marketing 1994 79,008 -0- -0- -0- -0-
William R. Cochran 1996 $ 84,174 $21,250 $ 2,300 5,000 $ 2,945
Vice President 1995(4) 72,242 14,000 -0- 17,500 1,376
Finance/CFO 1994(4) -0- -0- -0- -0- -0-
<FN>
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.
2. 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 1996, Mr.
Court received $33,500; Mr. Littlehale received $8,500; Mr. Voelker
received $2,700 and Mr. Cochran received $2,300, representing a
percentage of salary plus accrued interest under this plan.
3. 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 1996 amounts are comprised of the Company's contributions
under the Retirement Plan of $4,245 for Mr. Court; $2,825 for Mr.
Littlehale; $2,817 for Mr. Voelker; and $2,945 for Mr. Cochran and
$49,505 of interest on deferred compensation for Mr. Court.
4. Mr. Cochran was not employed by the Company during fiscal year 1994,
and was employed by the Company for ten months during fiscal year 1995.
</TABLE>
The Company maintains stock option plans which authorize the issuance
of incentive and non-qualified stock options. Options granted under the plans
contain such terms and conditions as are established by the Board of Directors
at the time of the grant. All outstanding options generally have either six year
or five year terms and vest twenty percent over five years in the case of six
year options and twenty-five percent per year over four years in the case of
five year options.
-9-
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<TABLE>
<CAPTION>
Potential Realized Value of
Assumed Annual Rates of Price
Appreciation for Option Term
-----------------------------
% of Total
Options
Granted for
Options Employees Exercise Price Expiration
Individual Grants Granted in Fiscal Year ($/Per Share) Date 5% 10%
- ----------------- ------- --------------- ------------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
John C. Court 25,000 42% $2.625 12/18/2000 $18,131 $40,065
John D. Littlehale 10,000 17% $2.625 12/18/2000 7,252 16,026
John R. Voelker 10,000 17% $2.625 12/18/2001 8,928 20,253
William R. Cochran 5,000 8% $2.625 12/18/2001 4,464 10,127
</TABLE>
No options were exercised during the last fiscal year by any of the
individuals named in the above compensation table.
Performance Graph
- -----------------
The following performance Graph compares the Company's cumulative total
shareholder return from March 31, 1991 through March 31, 1996, 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.
-10-
<PAGE> 12
The Graph assumes that the value of the investment in the Company's
Common Stock and each index was $100 on March 31, 1991 and that all dividends
were reinvested. Stock price performances shown in the Graph are not indicative
of future price performances. This data was furnished by Media General Financial
Services.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG MULTI-COLOR CORPORATION,
MEDIA GENERAL NASDAQ MARKET INDEX AND MEDIA GENERAL MG INDUSTRY GROUP 093--
PRINTING
<TABLE>
<CAPTION>
Media General Media General MG
Measurement Period Multi-Color Nasdaq Market Industry Group
(Fiscal Year Covered) Corporation Index 093-Printing
--------------------- ----------- ------------- ----------------
Measurement Pt.
<S> <C> <C> <C> <C>
03/31/91 $100.00 $100.00 $100.00
03/29/92 92.50 105.40 108.00
03/28/93 85.00 117.95 122.97
04/03/94 100.00 136.32 115.32
04/02/95 40.00 144.62 128.08
03/31/96 45.00 194.52 151.55
</TABLE>
-11-
<PAGE> 13
Certain Transactions
- --------------------
On May 2, 1996, Label Venture Group LLC, a Delaware limited liability
company of which Louis M. Perlman is a co-manager purchased 52,500 shares of the
Company's Series A Preferred for an aggregate purchase price of $2,625,000. Each
share of Series A Preferred is immediately convertible into ten shares of the
Company's Common Stock. The Series A Preferred bears a preferred dividend of
$4.25. The Company has the right to redeem the Series A Preferred starting in
May, 1998. The holders of the Series A Preferred have the right to elect one
member to the Company's Board of Directors. Additionally, if the Company
defaults in the payment of dividends for four full quarters, the holders of the
Series A Preferred have the right to elect two additional members to the
Company's Board of Directors.
On October 3, 1995, the Company issued Subordinated Convertible
Promissory Notes (the "Notes") to John C. Court, John D. Littlehale, Lorrence T.
Kellar and David H. Pease, Jr. in the principal amounts of $150,000, $50,000,
$75,000 and $75,000, respectively. The Notes were converted in the Company's
Series B Convertible Preferred Stock (the "Series B Preferred"). In the
conversion, Messrs. Court, Littlehale, Kellar and Pease received 3,973, 1,324,
1,986 and 1,986 shares of the Series B Preferred respectively. Each share of
Series B Preferred is convertible into ten shares of the Company's Common Stock.
The Series B Preferred bears a preferred dividend of $4.25 per share. The
Company has the right to redeem the Series B Preferred starting in May, 1998.
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
June 28, 1996
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<PAGE> 14
MULTI-COLOR CPRPORATION
PROXY FOR ANNUAL MEETING
The undersigned 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 meeting of the Annual Meeting of Shareholders of
Multi-Color Corporation to be held on August 12, 1996 at 12 noon Eastern Time
at the offices of the Corporation, 205 West Forth Street, Cincinnati, Ohio
45202 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 six (6) nominees listed below.
FOR________ WITHHOLD AUTHORITY_______
BURTON D. MORGAN, JOHN C. COURT, JOHN D. LITTLEHALE, DAVID H. PLEASE, JR,
LORRENCE T. KELLAR, AND LOUIS M. PERLMAN
WRITE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS
WITHHELD_______________________________________________
2. Ratification of the appointment of Grant Thornton LLP as independent
public accountants for fiscal 1997.
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> 15
Proxy for Annual Meeting (continued)
Date__________________,1996
___________________________
___________________________
(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
