<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
TDX Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TDX Corporation
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
Definitive Proxy Statement.
/ / $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 O-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------
<PAGE>
TDX CORPORATION
29 SAWYER ROAD
WALTHAM, MA 02154
(617) 736-0939
---------------
NOTICE OF
THE ANNUAL MEETING OF STOCKHOLDERS
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TDX
Corporation, a Delaware corporation (the "Company"), will be held on Thursday,
December 7, 1995 at 10:00 a.m. at the offices of the Company, 29 Sawyer Road,
Waltham, MA 02154, for the following purposes:
1. To fix the number of directors at two and to elect a Board of
Directors for the ensuing year.
2. To consider and act upon a proposal to ratify the selection of the
firm of Arthur Andersen LLP as the Company's independent auditor for
the fiscal year ending June 30, 1996.
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Stockholders of record at the close of business on October 20, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By the Order of the Board of Directors.
-------------------------------------
Donald T. Pascal
Waltham, Massachusetts
October 27, 1995
- - --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
TO ENSURE A QUORUM, PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON REQUEST TO THE
SECRETARY OF THE MEETING.
- - --------------------------------------------------------------------------------
<PAGE>
TDX CORPORATION
29 SAWYER ROAD
WALTHAM, MA 02154
------------------------
PROXY STATEMENT
------------------------
Proxies in the form enclosed with this Proxy Statement are being solicited
by the Board of Directors of TDX Corporation, a Delaware corporation ("TDX" or
the "Company"), for use at the Annual Meeting of Stockholders to be held on
Thursday, December 7, 1995 at 10:00 a.m. at the offices of the Company, 29
Sawyer Road, Waltham, MA 02154 and any adjournment thereof. A copy of the
Notice of the Annual Meeting accompanies this Proxy Statement. The first date
on which this Proxy Statement and accompanying proxy will be sent to
stockholders is on or about October 30, 1995.
Only stockholders of record as of October 20, 1995 (the "Record Date") will
be entitled to vote at the meeting and any adjournment thereof. As of the
Record Date, 7,334,524 shares of Common Stock, par value of $.01 per share (the
"Common Stock"), of the Company were issued and outstanding. Each share of
Common Stock of the Company outstanding as of the Record Date is entitled to one
vote on any proposal presented at the meeting, and stockholders may vote in
person or by proxy. Execution of a proxy will not, in any way, affect a
stockholder's right to attend the meeting and vote in person. Any stockholder
giving a proxy has the right to revoke it by written notice to the Secretary of
the Company at any time before it is exercised or by delivering a later executed
proxy to the Secretary of the Company at any time before the original proxy is
exercised.
The persons named as attorneys in the proxies are officers and a director
of the Company. All properly executed proxies returned in time to be cast at
the meeting will be voted and, with respect to the election of the Board of
Directors, will be voted as stated below under "Election of Directors." Any
stockholder giving a proxy has the right to withhold authority to vote for any
individual nominee to the Board of Directors by striking out that nominee's name
on the proxy. The election of directors will require a plurality vote of the
shares present at the meeting. In addition to the election of directors, the
stockholders will consider and vote upon a proposal to ratify the selection of
Arthur Andersen LLP as the Company's independent auditor for the fiscal year
ending June 30, 1996. The selection of the Company's independent auditor will
require the majority vote of the Company's stockholders present at the meeting.
Where a choice has been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted in accordance with
the specification, and if no specification is indicated will be voted FOR. With
respect to abstentions, the shares will be considered present at the meeting for
a particular proposal, but since they are not affirmative votes for the
proposal, they will have the same effect as a vote withheld on the election of
directors or a vote against such other proposal, as the case may be. If a
broker indicates on the proxy that it does not have discretionary authority to
vote certain shares on a particular proposal, those shares will not be
considered as present at the meeting and entitled to vote in respect of that
proposal.
The Board of Directors knows of no matter to be presented at the meeting
other than the election of directors and the selection of the Company's
independent auditor. If any other matter should be presented at the meeting
upon which a vote may be properly taken, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
Discretionary authority to vote on such matters is conferred by such proxies.
A copy of the Company's Annual Report on Form 10-K containing financial
statements for its fiscal year ended June 30, 1995 is included herewith, but is
not to be considered part of the proxy soliciting materials.
<PAGE>
OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND OFFICERS
The following table sets forth information as of October 20, 1995 with
respect to the beneficial ownership of the Common Stock of the Company by (i)
each person known to the Company who beneficially owns more than 5% of any class
of voting securities of the Company, (ii) each director and nominee of the
Company, (iii) the Company's Chief Executive Officer and other four most highly
compensated executive officers (collectively, the "Named Executive Officers")
and (iv) all directors and executive officers of the Company as a group.
Amount and Nature of
Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- - ----------------------- ------------ --------
Brae Group, Inc.(2)
333 Clay Street
Houston, TX 77002 475,000 6.26%
Louis Marx, Jr.(2)
c/o Noel Group, Inc.
667 Madison Avenue
New York, NY 10021 475,000 6.26%
Noel Group, Inc.(2)
667 Madison Avenue
New York, NY 10021 6,315,580 76.23%
Donald T. Pascal(3)
c/o Noel Group, Inc.
667 Madison Avenue
New York, NY 10021 100,000 1.35%
Christopher T. Jenny(4)
c/o Diet Workshop, Inc.
29 Sawyer Road
Waltham, MA 02154 108,902 1.48%
Earl D. Greenburg
c/o Transactional Media, Inc.
345 North Maple Drive
Beverly Hills, CA 90210 0 0%
Olin C. Robison(5)
Middlebury College
The Painter House
2 Court Street
Middlebury, VT 05753 10,000 .14%
All directors and executive
officers of the Company as a group
(5 persons)(6) 250,531 3.35%
FOOTNOTES APPEAR ON FOLLOWING PAGE
-2-
<PAGE>
- - ---------------
(1) A person is deemed to be the beneficial owner of securities that such
person can acquire as of and within the 60 days following the date of this
table upon the exercise of options and warrants. Each beneficial owner's
percentage of ownership is determined by assuming that options and warrants
that are held by such person (but not those held by any other person) and
which are exercisable as of and within 60 days following the date of this
table have been exercised. Except as indicated in the footnotes that
follow, shares listed in the table are held with sole voting and investment
power.
(2) Noel Group, Inc. ("Noel") owns 5,365,580 shares of Common Stock of the
Company. Noel also owns currently exercisable warrants to purchase 950,000
shares of Common Stock of the Company (subject to adjustment). Brae Group,
Inc. ("Brae") owns 225,000 shares of Common Stock of the Company and owns
currently exercisable warrants for an additional 250,000 shares of Common
Stock of the Company (subject to adjustment). Mr. Louis Marx is the
majority shareholder of Brae and shares voting and investment control with
Brae. Therefore, Mr. Marx may be deemed to be the beneficial owner of the
shares of Common Stock of the Company held by Brae. Mr. Marx is a Director
of Noel, which beneficially owns 6,315,580 shares of Common Stock of the
Company. Mr. Marx disclaims beneficial ownership of such shares.
(3) Includes 100,000 shares of Common Stock of the Company subject to currently
exercisable non-qualified stock options granted to Mr. Pascal pursuant to
the 1988 Stock Plan of the Company. Mr. Pascal is a Managing Director of
Noel, which beneficially owns 6,315,580 shares of Common Stock of the
Company. Mr. Pascal disclaims beneficial ownership of such shares. Mr.
Pascal owns 8,250 shares of Common Stock of Safe Way Disposal Systems,
Inc., a subsidiary of the Company ("Safe Way") representing 1.52 percent of
such class, and 230 shares of Series A Preferred Stock of Safe Way
representing .37 percent of such class.
(4) Does not include 100 shares of Common Stock of the Company held by
Mr. Jenny's sister. Mr. Jenny disclaims beneficial ownership of such
shares. Mr. Jenny owns 145,667 shares of Common Stock of TDW Holding
Corporation, a subsidiary of the Company ("Diet Workshop"), and currently
exercisable non-qualified stock options to purchase 327,626 shares of
Common Stock of Diet Workshop which were granted pursuant to the 1992 Stock
Plan of Diet Workshop. Such shares represent 8.9 percent of such class.
Mr. Jenny also owns options to purchase 681 shares of Common Stock of
Xenejenex, Inc., a subsidiary of the Company ("Xenejenex"), which were
granted pursuant to the 1992 Stock Plan of Xenejenex.
(5) Includes 10,000 shares of Common Stock of the Company subject to currently
exercisable non-qualified stock options granted to Dr. Robison pursuant to
the 1988 Stock Plan of the Company.
(6) Includes 140,373 shares of Common Stock of the Company subject to currently
exercisable non-qualified stock options granted to such directors and
executive officers pursuant to the 1988 Stock Plan of the Company. The
directors and executive officers of the Company as a group own 8,250 shares
of Common Stock of Safe Way representing 1.52 percent of such class, 230
shares of Series A Preferred Stock of Safe Way representing .37 percent of
such class, 816,442 shares of Common Stock of Diet Workshop, including
currently exercisable options for 601,108 shares of Common Stock of Diet
Workshop granted pursuant to the 1992 Stock Plan of Diet Workshop,
representing 14.63 percent of such class, and 1,362 shares of Common Stock
of Xenejenex, subject to currently exercisable non-qualified stock options
granted pursuant to the 1992 Stock Plan of Xenejenex representing 11.98
percent of such class.
-3-
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until the
next annual meeting of stockholders and until their successors are elected and
qualified. Shares of Common Stock of the Company represented by all proxies
received by the Board of Directors and not marked as to withhold authority to
vote for any individual director or for all directors will be voted (unless one
or more nominees are unable or unwilling to serve) FOR: fixing the number of
directors for the ensuing year at two and FOR: the election of the nominees
named in the table below (shown by an asterisk). All the nominees listed in the
table below are currently directors of the Company. The Board of Directors
knows of no reason why any such nominee should be unable or unwilling to serve,
but if such should be the case, proxies will be voted for the election of
another person or for fixing the number of directors at a lesser number.
The following table sets forth as to the directors and nominees for
election to the Board of Directors (shown by an asterisk) and each executive
officer: (1) his name; (2) his age; (3) his present position with the Company;
and (4) how long he has been with the Company.
Name Age Title Time With Company
- - ---- --- ----- -----------------
*Donald T. Pascal 36 President, Director 4 Years
Christopher T. Jenny 40 Vice President,
Assistant Treasurer, 7 Years
Director
*Olin C. Robison 59 Director 3 Years
Steven F. Smith 36 Chief Financial Officer,
Vice President, 6 Years
Treasurer, Secretary
Gail El-Hag 42 President, Chief 3 Years
Executive Officer
and Director of Diet
Workshop Companies
DONALD T. PASCAL has been a Director of the Company since July 29, 1991 and
the President since January 5, 1993. Mr. Pascal was a Vice President of the
Company from October 13, 1992 to January 5, 1993. He has been a director of
Safe Way since the Company acquired Safe Way on March 29, 1993. He has been a
Managing Director of Noel since November 1991. Mr. Pascal was a director of
Noel from October 1989 to November 1991, and a Vice President of Noel from May
1988 to November 1991. Mr. Pascal is a director of Lincoln Snacks Company, a
leading manufacturer and marketer of carmelized pre-popped popcorn and Sylvan,
Inc., a producer of mushroom spawn and a grower of fresh mushrooms.
CHRISTOPHER T. JENNY has been a Vice President of the Company since
January 5, 1993 and has been an executive officer and a Director of the Company
since April 18, 1989. He has also been Assistant Treasurer of the Company since
November 15, 1989. From October 10, 1991 to January 5, 1993, Mr. Jenny was Co-
Chairman of the Company, and from April 22, 1992 to January 5, 1993, he was
Chief Executive Officer of the Company. From the inception of the Company on
July 6, 1988 until April 18, 1989, Mr. Jenny was Vice President and a Director
of the Company, and from the inception of the Company until November 15, 1989,
he was Treasurer of the Company. He was a director and the President of
Xenejenex from February 1992 to December 1993. Mr. Jenny was reappointed
President of Xenejenex in September 1995. Mr. Jenny has been Chairman and a
director of Diet Workshop since its acquisition by the Company on December 31,
1991 through September 8, 1995. Mr. Jenny is not seeking re-election as a
Director of the Company.
-4-
<PAGE>
DR. OLIN C. ROBISON has been a Director of the Company since March 2, 1992.
Dr. Robison is Professor and President Emeritus of Middlebury College and is
also President of the Salzburg Seminar whose American headquarters are in
Middlebury, Vermont and whose principle program activities are in Salzburg,
Austria. He has held administrative posts at Wesleyan University and Bowdoin
College and was President of Middlebury College from 1975 to 1990. He is a
former member of the board of directors of Noel and is currently on the boards
of the Investment Company of America and American Mutual Funds, both part of the
Capital Group in Los Angeles.
STEVEN F. SMITH joined the Company as Chief Financial Officer and Treasurer
in November 1989 and has been a Vice President of the Company since April 22,
1992 and Secretary of the Company since December 8, 1994. Mr. Smith was Chief
Financial Officer and a director of Diet Workshop from its acquisition by the
Company on December 31, 1991 through October 4, 1995 and was the Treasurer of
Diet Workshop from March 1993 through October 4, 1995.
GAIL EL-HAG has been President, Chief Executive Officer and a director of
Diet Workshop since October 2, 1995. Ms. El-Hag joined Diet Workshop on
September 14, 1992 and has held various executive offices and directorships
of Diet Workshop through October 2, 1995. From April 1989 through May 1992,
Ms. El-Hag was President and Chief Executive Officer of Fresh and Fit, Inc.,
a fresh food weight loss company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met four times during the fiscal year ended June 30,
1995. During the fiscal year ended June 30, 1995, each of the directors
attended more than 75 percent of the total number of meetings of the Board of
Directors. Olin C. Robison, who is not an officer or employee of the Company,
received a fee of $5,000 per annum for service on the Company's Board of
Directors for the fiscal year ended June 30, 1995.
The Board of Directors has a Stock Plan Administration Committee, which did
not meet during the fiscal year ended June 30, 1995. Its members are Todd K.
West, a Vice President - Finance of Noel, and Karen Brenner, a Managing Director
of Noel. Mr. West and Ms. Brenner are not members of the Board of Directors.
The Board of Directors has no standing audit, compensation or nominating
committee.
COMPLIANCE WITH SECTION 16(a)
OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers and persons who own beneficially more than
ten percent of the Common Stock of the Company to file with the Securities and
Exchange Commission and the National Association of Securities Dealers initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Common Stock of the Company. Directors, officers and persons owning more
than ten percent of the Common Stock of the Company are required to furnish the
Company with copies of all such reports. To the Company's knowledge, based on a
review of copies of such reports furnished to the Company during its fiscal year
ended June 30, 1995, the Company's directors, executive officers and persons
owning beneficially more than ten percent of the Common Stock of the Company
complied with all Section 16(a) filing requirements applicable to them.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Named Executive Officers for services as executive officers of the Company
for the last three fiscal years.
-5-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG
TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------
-------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITIONS YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATIONS ($)
------------------- ---- ------ ----- --------------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Donald T. Pascal(2) 1995 -- -- -- -- --
President 1994 -- -- -- -- --
1993 -- -- -- -- --
Earl D. Greenburg(3) 1995 $275,000 -- -- -- --
President of TMI 1994 $300,000 -- -- 10,000(4) --
1993 $199,538 -- -- -- --
Christopher T. Jenny 1995 $170,035 -- -- 149,213(5) $17,304(6)
Vice President and 1994 $170,424 -- -- 179,091(7) $17,312(6)
Assistant Treasurer 1993 $160,616 $7,000 -- 88,526(8) $16,667(6)
</TABLE>
- - ---------------
(1) The dollar value of perquisites and other personal benefits for each of the
Named Executive Officers was less than established reporting thresholds.
(2) Mr. Pascal receives no compensation from the Company in connection with his
position as President of the Company and received no compensation from the
Company when he served as a Vice President of the Company from October 13,
1992 to January 5, 1993.
(3) Mr. Greenburg resigned as a Director of the Company on May 1, 1995.
Transactional Media, Inc. was a subsidiary of the Company which was sold on
June 1, 1995.
(4) Includes non-qualified stock options for 10,000 shares of Common Stock of
the Company granted pursuant to the 1988 Stock Plan of the Company. These
options expired on August 1, 1995.
(5) Includes incentive stock options for the purchase of 127,340 and 21,192
shares of Common Stock of Diet Workshop at $.42 and $.01 per share,
respectively, and incentive stock options for the purchase of 681 shares of
Common Stock of Xenejenex at $25 per share.
(6) Consists of a premium paid by the Company for a whole-life insurance policy
owned by Mr. Jenny.
(7) Represents incentive stock options for 179,091 shares of Common Stock of
Diet Workshop granted pursuant to the 1992 Stock Option Plan of Diet
Workshop. See Note 8 below.
-6-
<PAGE>
(8) Includes non-qualified stock options for 86,955 shares of Common Stock of
Diet Workshop granted pursuant to the 1992 Stock Option Plan of Diet
Workshop and 1,571 shares of Common Stock of Xenejenex granted pursuant to
the 1992 Stock Plan of Xenejenex. These options were cancelled on May 18,
1994 in connection with the sale of 145,667 shares of Common Stock of Diet
Workshop at $.01 per share and the grant of an incentive stock option to
purchase 179,091 shares of Common Stock of Diet Workshop.
OPTION GRANTS TABLE
The following table sets forth information with respect to the Named
Executive Officers concerning the grant of stock options for Common Stock of the
Company, Common Stock of Diet Workshop and Common Stock of Xenejenex during the
fiscal year ended June 30, 1995. Neither the Company nor Diet Workshop nor
Xenejenex had during such fiscal year, and currently does not have, any plans
providing for the grant of stock appreciation rights ("SARs").
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATIONS
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------- -----------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE OR
UNDERLYING EMPLOYEES IN BASE PRICE
OPTIONS GRANTED FISCAL ----------- EXPIRATION
NAME (#) YEAR ($SH) DATE 5% 10%
---- --------------- ------------ ----------- ---------- -- --
<S> <C> <C> <C> <C> <C> <C>
Donald T. Pascal __ __ __ __ __ __
Earl D. Greenburg __ __ __ __ __ __
Christopher T. Jenny 21,192(1) 34% $.01 8/17/2001 $ 86 $ 201
127,340(1) 53% $.42 8/23/2002 $21,648 $49,663
681(2) 33% $ 25 9/01/2002 $ 6,931 $16,151
</TABLE>
- - ---------------
(1) Represents incentive stock options for shares of Common Stock of Diet
Workshop granted on August 17, 1994 and January 23, 1995 to Mr. Jenny.
With respect to these options, 149,213 were currently exercisable at
June 30, 1995.
(2) Represents incentive stock options for shares of Common Stock of Xenejenex
granted on January 1, 1995 to Mr. Jenny. With respect to these options,
341 were currently exercisable at June 30, 1995.
No stock options for Common Stock of the Company, Common Stock of Diet
Workshop and Common Stock of Xenejenex were exercised during the fiscal year
ended June 30, 1995 by the Named Executive Officers. The following table
provides information related to the number and value of stock options for Common
Stock of the Company, Common Stock of Diet Workshop, Common Stock of Xenejenex
and Common Stock of Safe Way held at the end of such fiscal year by the Named
Executive Officers. No SARs were exercised during such fiscal year, and no SARs
are held by any Named Executive Officer, because neither the Company nor Diet
Workshop nor Xenejenex nor Safe Way have any plans providing for SARs.
-7-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Options Money Options at
at June 30, 1995 June 30, 1995
Shares Acquired Value Realized ------------------------------ ----------------------------
Name on Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- -------------- ------------------------------ ----------------------------
<S> <C> <C> <C> <C>
Donald T. Pascal . . . . . . -- -- 100,000/--(1) --/--
Earl D. Greenburg . . . . . . -- -- 10,000/--(1) --/--
Christopher T. Jenny . . . . -- -- 327,626/--(2) --/--
341/340(3)
</TABLE>
- - ---------------
(1) Represents non-qualified stock options for shares of Common Stock of the
Company.
(2) Represents incentive stock options for shares of Common Stock of Diet
Workshop.
(3) Represents non-qualified stock options for shares of Common Stock of
Xenejenex.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Decisions regarding compensation of the Company's executives are generally
made by the Board of Directors of the Company. Pursuant to rules adopted by the
Securities and Exchange Commission ("SEC"), set forth below is a report
submitted by the members of the Board of Director addressing the Company's
compensation policies for fiscal year 1995 as they affected the Company's
executive officers generally.
COMPENSATION POLICIES REGARDING EXECUTIVE OFFICERS
The Board's executive compensation policies are intended to provide
competitive levels of compensation in order to attract and retain qualified
executives, to recognize individual contributions to the successful achievement
of the Company's business objectives and to align management's and stockholders'
interests in the enhancement of stockholder value over the long term.
Compensation paid the Company's executive officers for 1995 consisted primarily
of base annual salary. In addition, the Board has granted stock options to the
Company's executive officers to purchase a significant amount of Common Stock of
the Company and Common Stock of the Company's subsidiaries. The award of such
options is intended to provide long-term incentives to executive officers by
enabling them to share in the future growth of the Company's businesses.
The Company's business strategy has been to acquire controlling equity
positions in privately held operating companies with superior risk/return
characteristics and to work with operating management to develop and execute
strategies to increase the value of each of the Company's operating
subsidiaries. Because of the nature of such business strategy, the Board
believes it to be inappropriate in determining compensation payable to its
executive officers to rely exclusively upon quantitative performance criteria.
Subjective performance criteria such as evaluation of each executive officer's
managerial ability, and the executive officer's performance in any special
projects that the officer may have undertaken are also included in a
compensation decision.
-8-
<PAGE>
Base salaries for the executive officers of the Company's subsidiaries are
typically determined by the Board at the time of investment. In setting such
base salaries, the Board considers the level of salary previously earned by the
executive, competitive compensation structures within the industry and the size
of company.
The Board believes that stock-based performance compensation arrangements
are beneficial in aligning management's and stockholders' interests in the
enhancement of stockholder value over the long-term. Thus, the Board has
utilized the Company's and subsidiaries' stock option plans as an element in the
Company's compensation packages for its executive officers. The Company has
established the Company's 1988 Stock Plan, the 1992 Diet Workshop Stock Option
Plan and the 1992 Xenejenex Stock Option Plan. Options granted pursuant to such
plans have had exercise prices equal to the market price of the Common Stock of
the Company or the fair market value of the Common Stock of a subsidiary on the
date such options were granted. Thus, values which may be realized by an
executive officer upon exercise of options result directly from appreciation in
the Company's stock price or a subsidiary's stock price following the grant of
the options. The Board believes that by making infrequent option grants
potentially exercisable for a significant number of shares, an optionee will be
motivated to generate potential gains by working to steadily increase the
Company's stock price or a subsidiary's stock price over the long term, to a
greater extent than if the same number of options were granted over the same
period in smaller annual installments, because the exercise prices of the annual
grants would increase in tandem with increases in the stock price. In addition,
from time to time upon the acquisition by the Company of an interest in an
business, the executive officers of the Company responsible for the acquisition
and for future oversight over that business are granted options to acquire
securities of that business or are given the opportunity to purchase equity
securities of the acquired business. Such opportunities are intended to provide
long-term incentives by permitting such executive officers to share in the
growth of the businesses for which they bear special responsibility.
1995 COMPENSATION OF PRESIDENT
The SEC regulations require the Board to disclose the Board's bases for
compensation reported for Mr. Pascal in fiscal year 1995 and to discuss the
relationship between such compensation and the Company's performance during the
last fiscal year. In fiscal year 1995, the President received no compensation
for the services he provided to the Company. Instead of compensating Mr.
Pascal, the Board felt that all available capital of the Company should be used
to meet the expenses and overhead of the Company and to provide working capital
to the Company's subsidiaries. The Board does not expect to pay Mr. Pascal any
compensation for the foreseeable future. Mr. Pascal holds stock options for
shares of Common Stock of the Company that were granted near the adoption of the
Company's diversification strategy in 1992. Thus, his compensation is highly
dependent on the performance of the stock price of the Common Stock of the
Company.
SUBMITTED BY THE BOARD OF DIRECTORS OF THE COMPANY:
Donald T. Pascal Christopher T. Jenny Olin C. Robison
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no standing Compensation Committee. Decisions regarding
compensation of the Company's executives are generally made by the Board of
Directors of the Company. Except for Mr. Robison, all Directors of the Company
are officers of the Company and/or the Company's subsidiaries.
-9-
<PAGE>
PERFORMANCE GRAPH
The Performance Graph* set forth below compares the cumulative total
shareholder return (change in stock price plus reinvested dividends) on the
Common Stock of the Company for June 30, 1990, June 30, 1991, June 30, 1992,
June 30, 1993, June 30, 1994 and June 30, 1995 with the cumulative total return
on the Russell 2000 Index and the Russell 2000 Consumer Index over the same
period. The comparison assumes $100 was invested on June 30, 1990 in the Common
Stock of the Company and in each of the foregoing indices and that all dividends
paid by companies included in each index were reinvested. Stockholders are
cautioned against drawing any conclusions from the data contained in the
Performance Graph, as past results are not necessarily indicative of future
stock price performance. The Performance Graph in no way reflects the Company's
forecast of future stock price performance.
[Line Graph]
Jun-90 Jun-91 Jun-92 Jun-93 Jun-94 Jun-95
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TDX Corporation* $100.00 $ 91.18 $120.59 $129.41 $ 58.82 $ 17.65
Russell 2000 $100.00 $101.23 $115.95 $146.04 $152.48 $183.08
Russell 2000 $100.00 $ 97.10 $107.61 $131.75 $133.32 $143.23
Consumer
(Discretionary)
Index
* CALCULATION OF TDX CORPORATION'S TOTAL RETURN WAS BASED ON AN AVERAGE OF
THE COMPANY'S BID AND ASK PRICES AT THE END OF EACH FISCAL YEAR.
- - ---------------
* The information provided in the Performance Graph in the Company's Proxy
Statement last year was incorrect due to a mathematical error with respect
to the Russell 2000 Index and the Russell 2000 Consumer Index.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Diet Workshop granted incentive stock options to members of Diet Workshop's
management for the purchase of 313,920 shares of Common Stock of Diet Workshop,
at prices ranging from $.01 to $.42 per share, and has reserved for Diet
Workshop's management an additional 290,392 shares of Common Stock of Diet
Workshop for future incentive stock option grants. In the event that all of
Diet Workshop's incentive stock options, including those options reserved for
future grant were exercised, the Company's ownership percentage of Diet Workshop
would decrease to 66%.
PROPOSAL 2 - SELECTION OF AUDITORS
The Board of Directors has selected the firm of Arthur Andersen LLP to
serve as the Company's independent auditor for the fiscal year ending June 30,
1996. The Board of Directors recommends a vote FOR ratification of its
selection of Arthur Andersen LLP as its independent auditor for the fiscal year
ended June 30, 1996. A representative of Arthur Andersen LLP is expected to be
present at the meeting, with an opportunity to make a statement, if he so
desires, and to respond to appropriate questions raised at the meeting.
STOCKHOLDER PROPOSALS
Stockholders of the Company wishing to include proposals in the proxy
material in relation to the Annual Meeting of the Company to be held in 1996
must submit the same in writing so as to be received at the
executive offices of the Company on or before June 30, 1996. Such proposals
must also meet the other requirements of the rules of the Securities and
Exchange Commission relating to stockholder proposals. It is suggested that
proponents submit their proposals by Certified Mail - Return Receipt requested.
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<PAGE>
GENERAL
The management of the Company does not know of any matters other than those
stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies by
the persons voting them.
The Company will bear the cost of soliciting proxies, including expenses in
connection with the preparation and mailing of this Proxy Statement and all
papers which now accompany or may hereafter supplement it. Solicitation of
proxies will be primarily by mail; however, proxies may also be solicited by
directors, officers and regular employees of the Company (who will not be
specifically compensated for such services) by telephone or otherwise.
Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward proxies and proxy material to the beneficial owners of the
Common Stock of the Company, and the Company will reimburse them for their
expenses.
Insofar as any of the information in this Proxy Statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by them.
By Order of the Board of Directors,
-----------------------------------
Donald T. Pascal
Dated: October 27, 1995
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<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Exempt
1.) To fix the number of directors / / / / / /
at two and elect a Board of
Directors for the ensuing year.
Donald T. Pascal and Olin C. Robinson
If you do not wish your shares voted "FOR" a particular nominee, mark the "For
All Except" box and strike a line through that nominee's name. Your shares will
be voted for the remaining nominee(s).
For Against Abstain
2.) To ratify the selection of the firm of / / / / / /
Arthur Andersen LLP as the Company's
independent auditor for the fiscal year
ending June 30, 1995.
3.) To transact such business as may properly come before the meeting and any
adjournment thereof.
RECORD DATE SHARES:
THE SHARES OF COMMON STOCK OF THE COMPANY REPRESENTED BY THIS PROXY will be
voted on in accordance with the specifications made above with regard to
proposals 1 and 2. In the absence of a specification, this proxy will be voted
for the nominees listed above and for proposals 1 and 2.
----------------
Please be sure to sign and date this Proxy. Date
- - -----------------------------------------------------------------
- - -----Shareholder sign here-------------Co-owner sign here--------
Mark box at right if comments or address change have been noted on the reverse
side of this card. / /
DETACH CARD DETACH CARD
TDX CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the management and operation of TDX
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote is important, and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on the attached proxy card to indicate how your shares
shall be voted. Then sign the proxy card, detach it and return it in the
enclosed postage-paid envelope.
Your proxy must be received prior to the Annual Meeting of Stockholders to be
held at the offices of the Company, 29 Sawyer Road, Waltham, MA 02164 on
Thursday, December 7, 1995 at 10:00 A.M. local time.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
TDX Corporation
<PAGE>
TDX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TDX CORPORATION
The undersigned having received the Notice of the Annual Meeting of Stockholders
of TDX Corporation, a Delaware corporation (the "Company"), and the Proxy
Statement, each dated October 27, 1995, hereby appoints Donald T. Pascal and
Steven F. Smith, or either one of them, the true and lawful attorneys and
proxies of the undersigned to vote the shares of the Common Stock, par value
$.01 per share, of the Company owned and held by the undersigned, at the Annual
Meeting of Stockholders of the Company, to be held at the offices of the
Company, 29 Sawyer Road, Waltham, MA 02154, on Thursday, December 7, 1995 at
10:00 A.M. local time and at any adjournment(s) thereof, with all powers the
undersigned would possess if personally present at said meeting with full power
of substitution. The following purposes for which this proxy may be exercised
are set forth in the Notice of the Annual Meeting of Stockholder and are more
fully set forth in the Proxy Statement, receipt of which is hereby acknowledged.
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PLEASE VOTE AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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Please sign this proxy exactly as your name or names are printed on the
other side. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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