<PAGE> 1
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
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Check the appropriate box:
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[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Multi-Color Corporation
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<PAGE> 2
MULTI-COLOR CORPORATION
Notice of Annual Meeting of Shareholders
To be Held August 14, 1997
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 Thursday, August 14, 1997, noon, Eastern time.
The purposes of this Annual Meeting are:
(1) To elect six directors to serve for the next year;
(2) To vote on the adoption of a Stock Option Plan;
(3) To ratify the appointment of Grant Thornton LLP as the
Company's independent public accountants for fiscal year
1998; 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 3, 1997
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 14, 1997
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 14, 1997 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 3, 1997.
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. Abstentions 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 16, 1997, the record date for determining shareholders
entitled to notice of and to vote at the meeting, Multi-Color had 2,277,679
shares of Common Stock outstanding. Each share is entitled to one vote. Only
shareholders of record at the close of business on June 16, 1997, 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 16,
1997:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- --------
<S> <C> <C>
John C. Court 577,433(1)(2)(3)(4) 24.0%
Burton D. Morgan 383,947(3) 16.8%
John D. Littlehale 190,306(1)(2)(3)(4) 8.3%
Label Venture Group LLC 531,000(5) 18.9%
Dimensional Fund Advisors Inc. 139,800(6) 6.2%
</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 30,107 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 - 7,000 shares, Mr.
Court - 128,500 shares and Mr. Littlehale - 40,800 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 18.9% 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.
Approval of 1997 Stock Option Plan
- ----------------------------------
The Board recommends the approval of the 1997 Stock Option Plan under
which 250,000 common shares would be reserved for issuance. The Plan was
adopted by the Board on April 17, 1997, subject to Shareholder approval. The
following is a summary of the Plan which appears in its entirety as Exhibit A
to this Proxy Statement.
The Plan provides that all options are to be granted with exercise
prices of not less than 95% of market value on the date of grant. The closing
price reported for the Company's Common Stock on June 16, 1997 was $7.125.
Options may be granted for varying periods of up to ten years. Options may be
granted either as Incentive Stock Options designed to provide certain tax
benefits under the Internal Revenue Code or as Non-Qualified Options without
such benefits. However, persons who beneficially own 10% or more of the
Company's outstanding Common Stock may not be granted incentive options for
terms exceeding five years and their exercise prices must be at least 110% of
market value at the time of grant.
The right to exercise options vests according to a schedule determined
at the time of grant which generally is at the rate of 25% per year commencing
on the first anniversary of the date of grant, with this right to exercise
cumulative to the extent not utilized in prior periods. Options granted under
the Plan do not become exercisable until one year from the date of grant. The
Stock Option Committee is empowered to grant options with different vesting
provisions. Options may be exercised for cash or for the Company common stock at
its fair market value on date of exercise. If the employment of a person holding
an option is terminated for any reason other than death, total permanent
disability or retirement, the option terminates.
-3-
<PAGE> 5
If the Plan is approved by the Shareholders, the Compensation
Committee will administer the Plan. The Committee will evaluate the duties of
employees and their present and potential contributions to the Company and such
other factors as it deems relevant in determining key persons to whom options
will be granted and the number of shares covered by such grants. All employees
of the Company are eligible to be considered by the Committee for the grant of
options.
Persons who receive options incur no federal income tax liability at
the time of grant.
Persons exercising Non-Qualified Options recognize taxable income and
the Company has a tax deduction at the time of exercise to the extent of the
difference between market price on the day of exercise and the exercise price.
Persons exercising Incentive Stock Options do not recognize taxable
income until they sell the stock. Sales within two years of the date of grant
or one year of the date of exercise result in taxable income to the holder and
a deduction for the Company, both measured by the difference between the market
price at the time of sale and the exercise price. Sales after such period are
treated as capital transactions to the holder and the Company receives no
deduction.
The affirmative vote of a majority of votes cast at the meeting is
required to approve the adoption of the Plan.
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.
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.
In connection with the audits of the two fiscal years ending April 2,
1995 and during subsequent interim periods through March 1, 1996, there were 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
-4-
<PAGE> 6
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 two fiscal years ended April 2, 1995 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.
Although not required by law, the Board is seeking shareholder
ratification of its selection of Grant Thornton LLP. 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 1998. 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.
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 adoption of the 1997 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 1998 Shareholders' Meeting must submit their proposals to Multi-Color at
its offices on or before February 28, 1998.
-5-
<PAGE> 7
Directors and Executive Officers
- --------------------------------
The directors and executive officers of Multi-Color as of June 16,
1997 are:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(1)
Name and Age Position Amount Percentage
------------ -------- ------ ----------
<S> <C> <C> <C>
Burton D. Morgan(2) Director 383,947 16.8%
81
John C. Court(2)(3)(7) President, Chief 577,433 24.0%
55 Executive Officer
and Chairman of
the Board of
Directors
John D. Littlehale(2) Vice President of 190,306 8.3%
43 Manufacturing, Secretary and
Director
Lorrence T. Kellar(3)(4)(5) Director 45,352 2.0%
59
David H. Pease, Jr.(3)(4)(5) Director 42,352 1.8%
68
Louis M. Perlman(2)(4)(5)(6) Director 531,000 18.9%
50
William R. Cochran Vice President, 12,250 *
44 Chief Financial
Officer
John R. Voelker Vice President of 90,674 4.0%
54 Sales & Marketing
All Executive Officers and 1,873,314 61.7%
Directors as a group (Eight
Persons)
</TABLE>
- ---------------------------------
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 - 7,000 shares, Mr.
Court - 128,500 shares, Mr. Littlehale - 40,800 shares, Mr. Kellar -
21,000 shares, Mr. Pease - 21,000 shares, Mr. Perlman - 6,000 shares,
Mr. Cochran - 9,750 shares and Mr. Voelker - 2,500 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 18.9% 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%
-6-
<PAGE> 8
Mr. Morgan served the Company as Chairman of the Board of Directors of
the Company from 1985 through August, 1996. Mr. Morgan has been 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. Mr. Court was appointed Chairman of the
Board of Directors of the Company in August, 1996. 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 Libbey 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
- ---------------------------
The Board of Directors met eight times during fiscal 1997 and took no
actions in writing.
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
three times in fiscal 1997. The Compensation Committee is responsible for
establishing compensation levels for management. The Compensation Committee met
three times during fiscal 1997. The Board of Directors does not have a
nominating committee.
- 7 -
<PAGE> 9
Directors who are not employees for the Company receive a $5,000
annual retainer, non-qualified options to purchase 2,000 shares per year for
serving as a Director plus $1,000 for each meeting attended. Committee members
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
Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
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 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 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.
- 8 -
<PAGE> 10
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 1985 and 1997 Stock Option 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),
Kellar, and Perlman who also 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, LOUIS M. PERLMAN, AND DAVID H. PEASE, JR.
(CHAIRPERSON)
The following table sets forth the compensation paid by Multi-Color
for fiscal years 1997, 1996 and 1995 to its Chief Executive Officer and
Executive Officers whose compensation in fiscal year 1997 was in excess of
$100,000.
- 9 -
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Name and Other Annual Securities Underlying All Other
Principal Position Year Salary Bonus Compensation(2) Options (#) Compensation(1)
- ------------------ ---- ------ ----- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John C. Court 1997 $200,004 $68,720 $49,710 12,500 $9,069
President 1996 188,335 45,000 33,500 25,000 53,750
Chief Executive 1995 200,004 -0- 30,000 -0- 37,976
John D. Littlehale 1997 $100,000 $17,180 $13,348 5,000 $3,729
Vice President 1996 94,177 25,000 8,500 10,000 2,825
Manufacturing, Secretary 1995 86,883 -0- 7,300 -0- 2,606
John R. Voelker 1997 $100,000 $17,180 $11,061 -0- $3,729
Vice President 1996 93,893 25,000 2,700 10,000 2,817
Sales and Marketing 1995 92,832 -0- -0- -0- 2,785
William R. Cochran 1997 $90,000 $15,462 $9,825 2,500 $3,319
Vice President 1996 84,174 21,250 2,300 5,000 2,945
Finance/CFO 1995(3) 72,242 14,000 -0- 17,500 1,376
</TABLE>
1. 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 1987 Employee Stock
Purchase Plan and interest earned through the deferred compensation
plan. Fiscal 1997 amounts are comprised of the Company's contributions
under the Retirement Plan of $4,683 for Mr. Court; $3,729 for Mr.
Littlehale; $3,729 for Mr. Voelker; and $3,319 for Mr. Cochran and
interest on deferred compensation of $4,386 for Mr. Court.
2. The Company has established a supplemental retirement program for key
executives based on a percentage of the executive's salary. The
percentage ranges 8% to 15% of compensation. In fiscal 1997, Mr. Court
received $49,710; Mr. Littlehale received $13,348; Mr. Voelker
received $11,061; and Mr. Cochran received $9,825 representing a
percentage of salary plus accrued interest under this plan.
3. Mr. Cochran was employed by the Company for 10 months during fiscal
year 1995.
The Company maintains stock option plans which authorize the issuance
of incentive and non-qualified stock options. Options granted under the plans
contain such terms and conditions as are established by the Board of Directors
at the time of the grant. All outstanding options generally have either six
year or five year terms and vest twenty percent over five years in the case of
six year options and twenty-five percent per year over four years in the case
of five year options.
- 10 -
<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<TABLE>
<CAPTION>
Potential Realized Value of Assumed
Annual Rates of Price Appreciation
% of Total Options for Option Term
Granted for -----------------------------------
Options Employees Exercise Price Expiration
Individual Grants Granted in Fiscal Year ($/Per Share) Date 5% 10%
- ----------------- ------- -------------- ------------- ---- -- --
<S> <C> <C> <C> <C> <C> <C>
John C. Court 12,500 55% $6.00 12/4/2006 $46,750 $118,875
John D. Littlehale 5,000 22% $6.00 12/4/2006 $18,700 $ 47,550
William R. Cochran 2,500 11% $6.00 12/4/2006 $ 9,350 $ 23,775
</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 28, 1992 through March 30, 1997, 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 Graph assumes that the value of the investment in the Company's
Common Stock and each index was $100.00 on March 28, 1992 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
- --------------------- ----------- ------------- ----------------
<S> <C> <C> <C>
Measurement Pt.
03/29/92 $100.00 $100.00 $100.00
03/28/93 91.89 111.91 113.86
04/03/94 108.11 129.33 106.78
04/02/95 43.24 137.21 118.60
03/31/96 48.65 184.56 140.33
03/30/97 62.16 206.47 150.61
</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.
During 1992 the Company established a supplemental retirement plan for
key executives which allows the Company to extend a maximum of $300,000 in
loans to such employees with a maximum of $100,000 to any one individual. At
March 30, 1997, and March 31, 1996, a $100,000 loan at no interest was
outstanding under this program from John C. Court.
On May 1, 1996, the Company granted, and John C. Court exercised, the
right to convert $485,800 of deferred compensation owing and accruing to him
under the July 1995 deferred compensation agreement into shares of Multi-Color
stock to be held in a rabbi trust. This conversion was made at a stock value of
$5 per share which resulted in 97,160 shares being transferred into the rabbi
trust. As required under Generally Accepted Accounting Principles, the assets
of the trust are consolidated with the Company and accordingly, a deferred
compensation liability remains recorded on the books of the Company. Such
action was approved by the Board of Directors on May 1, 1996.
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 3, 1997
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<PAGE> 14
EXHIBIT A
MULTI-COLOR CORPORATION
1997
STOCK OPTION PLAN
ARTICLE (1)
OBJECTIVES
Multi-Color Corporation has established this Stock Option Plan
effective April 17, 1997, as an incentive to the attraction and retention of
dedicated and loyal employees of outstanding ability, to stimulate the efforts
of such persons in meeting Multi-Color's objectives and to encourage ownership
of Multi-Color Common Stock by employees.
ARTICLE (2)
DEFINITIONS
(a) For purposes of the Plan, the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
(i) "Code" means the Internal Revenue Code of 1986.
(ii) "Date of Exercise" means the date on which Multi-Color
Corporation has received a written notice of exercise of an Option, in such form
as is acceptable to the Committee, and full payment of the purchase price or a
copy of irrevocable directions to a broker-dealer to deliver the Option Price to
Multi-Color Corporation pursuant to Section 7.2 hereof.
(iii) "Date of Grant" means the date on which the Committee
makes an award of an Option.
(iv) "Eligible Employee" means any individual who performs
services for Multi-Color Corporation and is treated as an Employee for federal
income tax purposes.
(v) "Effective Date" means April 17, 1997.
(vi) "Fair Market Value" means the average of the closing bid
and asked prices for a Share reported on any stock exchange or over-the-counter
trading system on which Shares are trading on the last trading date prior to a
specified date.
(vii) "Incentive Stock Option" shall have the same meaning as
given to that term by Section 422 of the Code.
(viii) "Multi-Color Corporation" means Multi-Color Corporation
and any subsidiary of Multi-Color Corporation, as the term "subsidiary" is
defined in Section 424(f) of the Code.
- 13 -
<PAGE> 15
(ix) "Nonqualified Stock Option" means any Option granted
under the Plan which is not considered an Incentive Stock Option.
(x) "Option" means the right to purchase a stated number of
Shares at a specified price. The option may be granted to an Eligible Employee
subject to the terms of this Plan, and such other conditions and restrictions as
the Committee deems appropriate. Each Option shall be designated by the
Committee to be either an Incentive Stock Option or a Nonqualified Stock Option.
(xi) "Option Price" means the purchase price per Share
subject to an Option and shall be fixed by the Committee, but shall not be less
than 95% of the Fair Market Value of a Share on the Date of Grant in the case of
a Nonqualified Stock Option or less than 100% of the Fair Market Value of a
Share on the Date of Grant in the case of an Incentive Stock Option.
(xii) "Permanent and Total Disability" shall mean any
medically determinable physical or mental impairment rendering an individual
unable to engage in any substantial gainful activity, which disability can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
(xiii) "Plan" means this 1997 Option Plan as it may be
amended.
(xiv) "Share" means one share of the Common Stock of
Multi-Color Corporation.
ARTICLE (3)
ADMINISTRATION
(a) The Plan shall be administered by a committee designated by
the Board of Directors of Multi-Color Corporation. The Committee shall be
comprised of three or more directors each of whom shall be (i) a "Non-Employee
Director" as defined in Rule 16b-3 of the Securities and Exchange Act of 1934
(the "Act") and (ii) an "outside director" to the extent required by Section
162(m) of the Code ("Section 162(m)"), as such Rule and Section may be amended,
superseded or interpreted hereafter. Notwithstanding the foregoing, to the
extent Ohio law permits, the Committee may be comprised of two or more such
directors.
(b) Except as specifically limited by the provisions of the Plan,
the Committee in its discretion shall have the authority to:
(i) Grant Options on such terms and conditions
consistent with this Plan as the Committee shall determine;
(ii) Interpret the provisions of the Plan and decide
all questions of fact arising in its application; and
(iii) Prescribe such rules and procedures for Plan
administration as from time to time it may deem advisable.
(c) Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions of
Options.
(d) No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder, and to the extent permitted by law, all members shall be
indemnified by Multi-Color Corporation for any liability and expenses which may
occur from any claim or cause of action.
- 14 -
<PAGE> 16
ARTICLE (4)
SHARES SUBJECT TO PLAN
(a) The number of Shares that may be made subject to Options granted
under the Plan is 250,000. Except as provided in Section 4.2, upon lapse or
termination of any Option for any reason without being completely exercised,
the Shares which were subject to such Option may again be subject to other
Options.
(b) The maximum number of Shares with respect to which options may be
granted to any employee during each fiscal year of Multi-Color Corporation is
50,000. If an Option is canceled, it continues to be counted against the
maximum number of Shares for which Options may be granted to an employee. If an
Option is repriced, the transaction is treated as a cancellation of the Option
and a grant of a new Option.
ARTICLE (5)
GRANTING OF OPTIONS
The Committee may, from time to time, prior to April 17, 2002, grant
Options to Eligible Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.
ARTICLE (6)
TERMS OF OPTIONS
(a) Subject to specific provisions relating to Incentive Stock Options
set forth in Article 9, each Option shall be for a term of from one to ten
years from the Date of Grant and may not be exercised during the first twelve
months of the term of said Option. Commencing on the first anniversary of the
Date of Grant of an Option, the Option may be exercised for 25% of the total
Shares covered by the Option with an additional 25% of the total Shares covered
by the Option becoming exercisable on each succeeding anniversary until the
Option is exercisable to its full extent. This right of exercise shall be
cumulative and shall be exercisable in whole or in part. The Committee may
establish a different exercise schedule and impose other conditions upon
exercise for any particular Option or groups of Options. The Committee in its
sole discretion may permit particular holders of Options to exercise an Option
to a greater extent than provided in such Option.
(b) If the grantee of an Option dies or becomes subject to a Permanent
and Total Disability while employed by Multi-Color Corporation, or within 90
days after termination of employment for any reason other than cause, or
retires after age 55 through a plan of retirement acceptable to Multi-Color
Corporation, all Options granted to such person shall become fully vested and
immediately exercisable as of the date of termination of employment.
(c) In the event of the dissolution or liquidation of Multi-Color
Corporation or any merger, other than a merger for the purpose of the
redomestication of Multi-Color Corporation not involving a change in control,
consolidation, exchange or other transaction in which Multi-Color Corporation
is not the surviving corporation or in which the outstanding Shares of
Multi-Color Corporation are converted into cash, other securities or other
property, each outstanding Option shall automatically become fully vested and
fully exercisable immediately prior to such event. Thereafter the holder of
each such Option shall, upon exercise of the Option, receive, in lieu of the
stock or other securities and property receivable upon exercise of the Option
prior to such transaction, the stock or other securities or property to which
such holder would
- 15 -
<PAGE> 17
have been entitled upon consummation of such transaction if such holder had
exercised such Option immediately prior to such transaction.
(d) All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of Multi-Color Corporation occurs.
For purposes of this Agreement, a "change in control of Multi-Color
Corporation" shall be deemed to have occurred if (a) any "person", as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
other than (i) a trustee or other fiduciary holding securities under an
employee benefit plan of Multi-Color Corporation or (ii) John C. Court or any
member of his family, becomes the "beneficial owner," as defined in Rule 13d-3
under such Act, directly or indirectly, of securities of Multi-Color
Corporation representing 30% or more of the combined voting power of
Multi-Color Corporation's then outstanding securities; or (b) during any period
of one year after January 1, 1997, individuals who at the beginning of such
period constitute the Board of Directors and any new director whose election by
the Board or nomination for election by Multi-Color Corporation's shareholders
was approved by a vote of at least two-thirds (2/3) of the Directors then still
in office who either were Directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
(e) Nothing contained in this Plan or in any Option granted pursuant
to it shall confer upon any employee any right to continue in the employ of
Multi-Color Corporation or to interfere in any way with the right of
Multi-Color Corporation to terminate employment at any time. So long as a
holder of an Option shall continue to be an employee of Multi-Color
Corporation, the Option shall not be affected by any change of the employee's
duties or position.
ARTICLE (7)
EXERCISE OF OPTIONS
(a) Any person entitled to exercise an Option in whole or in part, may
do so by delivering a written notice of exercise to Multi-Color Corporation,
Attention Corporate Secretary, at its principal office. The written notice
shall specify the number of Shares for which an Option is being exercised and
the grant date of the option being exercised and shall be accompanied by full
payment of the Option Price for the Shares being purchased and any withholding
taxes.
(b) An Option may also be exercised by delivering a written notice of
exercise to Multi-Color Corporation, Attention Corporate Secretary, accompanied
by irrevocable instructions to deliver shares to a broker-dealer and a copy of
irrevocable instructions to the broker-dealer to deliver the Option Price and
any withholding taxes to Multi-Color Corporation.
ARTICLE (8)
PAYMENT OF OPTION PRICE
(a) In the sole discretion of the Committee, Payment of the Option
Price and any withholding taxes may be made in cash, by the tender of Shares,
or both. Shares tendered shall be valued at their Fair Market Value.
(b) Payment through tender of Shares may be made by instruction from
the Optionee to Multi-Color Corporation to withhold from the Shares issuable
upon exercise that number which have a Fair Market Value equal to the exercise
price for the Option or portion thereof being exercised and any withholding
taxes.
- 16 -
<PAGE> 18
ARTICLE (9)
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
(a) The Committee in its discretion may designate whether an Option is
to be an Incentive Stock Option or a Nonqualified Stock Option. The Committee
may grant both an Incentive Stock Option and a Nonqualified Stock Option to the
same individual. However, where both an Incentive Stock Option and a
Nonqualified Stock Option are awarded at one time, such Options shall be deemed
to have been awarded in separate grants, shall be clearly identified, and in no
event will the exercise of one such Option affect the right to exercise the
other such Option.
(b) Any option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan plus the following specific provisions:
(i) At the time the Incentive Stock Option is granted, if the
Eligible Employee owns, directly or indirectly, stock representing more than 10%
of (i) the total combined voting power of all classes of stock of Multi-Color
Corporation, or (ii) a corporation that owns 50% or more of the total combined
voting power of all classes of stock of Multi-Color Corporation, then:
(1) The Option Price must equal at least 110% of the
Fair Market Value on the Date of Grant; and
(2) The term of the Option shall not be greater than
five years from the Date of Grant.
(ii) The aggregate Fair Market Value of Shares (determined at
the Date of Grant) with respect to which Incentive Stock Options are exercisable
by an Eligible Employee for the first time during any calendar year under this
Plan or any other plan maintained by Multi-Color Corporation shall not exceed
$100,000.
(c) If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Nonqualified
Stock Option to the extent that the grant is in conflict with these
restrictions.
ARTICLE (10)
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible
Employee to whom an Option has been granted, the Option may be transferred to
the beneficiaries or heirs of the holder of the Option by will or by the laws
of descent and distribution.
Notwithstanding the above, the Committee may, with respect to
particular Nonqualified Options, establish or modify the terms of the Option to
allow the Option to be transferred at the request of the grantee of the Option
to trusts established by the grantee or as to which the grantee is a grantor or
to family members of the grantee or otherwise for personal and tax planning
purposes of the grantee. If the Committee allows such transfer, such Options
shall not be exercisable for a period of six months following the action of the
Committee.
- 17 -
<PAGE> 19
ARTICLE (11)
TERMINATION OF OPTIONS
(a) An Option will terminate as follows:
(i) Upon exercise or expiration by its terms.
(ii) Options shall terminate immediately if employment is
terminated for cause or by voluntary action of the grantee without the consent
of Multi-Color Corporation. Cause is defined as including, but not limited to,
theft of or intentional damage to Multi-Color Corporation property, intentional
harm to its reputation, material breach of the optionee's duty of fidelity to
Multi-Color Corporation, excessive use of alcohol, the use of illegal drugs, the
commission of a criminal act, willful violation of Multi-Color Corporation
policies, or trading in shares for personal gain based on knowledge of
Multi-Color Corporation's activities or results when such information is not
available to the general public.
(iii) If the grantee of an Option violates any terms of any
written employment, confidentiality or noncompetition agreement between
Multi-Color Corporation and that person, all existing Options granted to such
person will terminate. In addition, if at the time of such violation such person
has exercised Options but has not received certificates for the Shares to be
issued, Multi-Color Corporation may void the Option and its exercise. Any such
actions by Multi-Color Corporation shall be in addition to any other rights or
remedies available to Multi-Color Corporation in such circumstances.
(iv) If the grantee of an Option dies or becomes subject to a
Permanent and Total Disability while employed by Multi-Color Corporation, or
within ninety (90) days after termination of employment for any reason other
than cause, such Option may be exercised at any time within one year after the
date of termination of employment. Options may be exercised by that person's
estate or guardian or by those persons to whom the Option may have been
transferred pursuant to Section 10.
(v) If the grantee of a Nonqualified Option retires after age
55 through a plan of retirement acceptable to Multi-Color Corporation, such
Option may be exercised at any time within two years after the date of
termination of employment.
(vi) In all other cases, upon termination of employment, the
then-exercisable portion of any Option will terminate on the 90th day after the
date of termination. The portion not exercisable will terminate on the date of
termination of employment. For purposes of the Plan, a leave of absence
approved by Multi-Color Corporation shall not be deemed to be termination of
employment.
(b) The Committee, in its discretion, may as to any particular
outstanding Nonqualified Stock Option or upon the grant of any Nonqualified
Stock Option, establish terms and conditions which are different from those
otherwise contained in this Article 11, by, without limitation, providing that
upon termination of employment for any designated reason, vesting may occur in
whole or in part at such time and that such Option may be exercised for any
period during the remaining term of the Option, not to exceed ten years from the
Date of Grant.
(c) Except as provided in Article 12 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the grantee, his beneficiaries heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was
- 18 -
<PAGE> 20
terminated. In addition, notwithstanding anything contained herein, no option
may be exercised in any event after the expiration of ten years from the date of
grant of such option.
ARTICLE (12)
ADJUSTMENTS TO SHARES AND OPTION PRICE
(a) In the event of changes in the outstanding Common Stock of
Multi-Color Corporation as a result of stock dividends, stock splits,
reclassifications, reorganizations, redesignations, mergers, consolidations,
recapitalizations, combinations or exchanges of Shares, or other such changes,
the number and class of Shares for all purposes covered by the Plan and number
and class of Shares and price per Share for each outstanding Option covered by
the Plan shall be appropriately adjusted by the Committee.
(b) The Committee shall make appropriate adjustments in the Option
Price to reflect any spin-off of assets, extraordinary dividends or other
distributions to shareholders.
ARTICLE (13)
OPTION AGREEMENTS
(a) All Options granted under the Plan shall be evidenced by a written
agreement in such form or forms as the Committee in its sole discretion may
determine.
(b) Each optionee, by acceptance of an Option under this Plan, shall be
deemed to have consented to be bound, on the optionee's own behalf and on behalf
of the optionee's heirs, assigns and legal representatives, by all terms and
conditions of this Plan.
ARTICLE (14)
AMENDMENT OR TERMINATION OF PLAN
(a) The Board of Directors of Multi-Color Corporation may at any time
amend, suspend, or terminate the Plan; provided, however, that no amendments by
the Board of Directors of Multi-Color Corporation shall, without further
approval of the shareholders of Multi-Color Corporation:
(i) Change the definition of Eligible Employees;
(ii) Except as provided in Articles 4 and 12 hereof, increase
the number of Shares which may be subject to Options granted under the Plan; or
increase the maximum number of Shares with respect to which Options may be
granted to any eligible Employee of Multi-Color Corporation during any fiscal
year;
(iii) Cause the Plan or any Option granted under the Plan to
fail to meet the conditions for exclusion of application of the $1 million
deduction limitation imposed by Section 162(m) of the Code; or
(iv) Cause any Option granted as an Incentive Stock Option to
fail to qualify as an "Incentive Stock Option" as defined by Section 422 of the
Code.
(b) No amendment or termination of the Plan shall alter or impair any
Option granted under the Plan without the consent of the holder thereof.
- 19 -
<PAGE> 21
(c) This Plan shall continue in effect until the expiration of all
Options granted under the Plan unless terminated earlier in accordance with this
Article 14; provided, however, that it shall otherwise terminate and no options
shall be granted five years after the Effective Date.
ARTICLE (15)
EFFECTIVE DATE
This Plan shall become effective as of April 17, 1997, having been
adopted by the Board of Directors of Multi-Color Corporation on such date,
subject to approval by shareholders at the 1997 Annual Shareholders' Meeting.
ARTICLE (16)
MISCELLANEOUS
(a) Nothing contained in this Plan or in any action taken by the Board
of Directors or shareholders of Multi-Color Corporation shall constitute the
granting of an Option. An Option shall be granted only at such time as a written
Option shall have been executed and delivered to the respective employee and the
employee shall have executed an agreement respecting the Option in conformance
with the provisions of the Plan.
(b) Certificates for Shares purchased through exercise of Options will
be issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall Multi-Color
Corporation be obligated to issue certificates more often than once each quarter
of each fiscal year. No persons holding an Option or entitled to exercise an
Option granted under this Plan shall have any rights or privileges of a
shareholder of Multi-Color Corporation with respect to any Shares issuable upon
exercise of such Option until certificates representing such Shares shall have
been issued and delivered. No Shares shall be issued and delivered upon exercise
of an Option unless and until Multi-Color Corporation, in the opinion of its
counsel, has complied with all applicable registration requirements of the
Securities Act of 1933 and any applicable state securities laws and with any
applicable listing requirements of any national securities exchange on which
Multi-Color Corporation securities may then be listed as well as any other
requirements of law.
- 20 -
<PAGE> 22
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 14, 1997, at 12 noon Eastern Time at the
offices of the Corporation, 205 West Fourth Street, Cincinnati, Ohio 45202 and
any adjournments 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. PEASE, JR.,
LORRENCE T. KELLAR AND LOUIS M. PERLMAN.
WRITE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE
IS WITHHELD
-----------------------------------------------
2. Approval of the adoption of the 1997 Stock Option Plan as approved by
the Board of Directors on April 17, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of the appointment of Grant Thornton LLP as independent
public accountants for fiscal 1998.
[ ] 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> 23
Multi-Color Corporation
c/o Corporate Trust Services
Mail Drop 1090FS
38 Fountain Square Plaza
Cincinnati, OH 45263
Date: , 1997
--------------------------
-------------------------------------
-------------------------------------
(IMPORTANT:Please sign exactly as name
appears hereon indicating, where proper,
official position as representative
capacity. In the case of joint holders,
all should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
