<PAGE> 1
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 Rule 14a-11(c) or Rule 14a-12
CARLISLE PLASTICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CARLISLE PLASTICS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions 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 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
CARLISLE PLASTICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1994
Notice is hereby given that the Annual Meeting of Shareholders of Carlisle
Plastics, Inc. will be held at the Harvard Club of Boston, 374 Commonwealth
Avenue, Boston, Massachusetts on Tuesday, April 26, 1994 at 10:00 a.m., Eastern
Daylight Time, for the following purposes:
1. To elect eight directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected.
2. To ratify and approve the selection of independent auditors for
1994.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 25, 1994
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors,
[Rajiv P. Bhatt SIGNATURE]
RAJIV P. BHATT,
Secretary
Boston, Massachusetts
February 25, 1994
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY SO DESIRE.
<PAGE> 3
CARLISLE PLASTICS, INC.
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Carlisle Plastics,
Inc. (the "Company") in connection with the solicitation of proxies by the Board
of Directors of the Company to be voted at the Annual Meeting of Shareholders to
be held on April 26, 1994, or any adjournment or adjournments thereof. The cost
of this solicitation will be borne by the Company. In addition to the
solicitation by mail, officers, directors and employees of the Company may
solicit proxies by telephone, telegraph or in person. The Company may also
request banks and brokers to solicit their customers who have a beneficial
interest in the Company's common stock registered in the name of nominees and
will reimburse such banks and brokers for their reasonable out-of-pocket
expenses.
Any proxy may be revoked at any time before it is voted by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting; if not so
revoked, the shares represented by such proxy will be voted. The Company's
principal offices are located at One Union Street, Boston, Massachusetts 02108,
and its telephone number is (617) 557-2600. The mailing of this Proxy Statement
to shareholders of the Company commenced on or about February 25, 1994.
The total number of shares of capital stock of the Company outstanding and
entitled to vote at the meeting as of February 25, 1994 consists of 8,045,401
shares of Class A Common Stock, $.01 par value per share (the "Class A Stock"),
and 9,618,694 shares of Class B Common Stock, $.01 par value per share (the
"Class B Stock"). As of February 25, 1994, the Company had no shares of
Preferred Stock, $.01 par value per share, outstanding. Only holders of record
of Class A Stock and Class B Stock at the close of business on February 25, 1994
will be entitled to vote at the meeting. Each share of Class A Stock is entitled
to one vote and each share of Class B Stock is entitled to twenty votes. Thus,
based on the shares of each class outstanding as of February 25, 1994, holders
of Class B Stock had 95.9% of the potential votes at the Annual Meeting. There
is no cumulative voting for directors. The presence in person or by proxy of the
holders of the shares representing a majority of the votes entitled to be cast
at the Annual Meeting of Shareholders constitutes a quorum for the transaction
of business.
1
<PAGE> 4
<TABLE>
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table includes information as of February 25, 1994 concerning
the beneficial ownership of the Class A Stock and Class B Stock ("Voting Stock")
of the Company by shareholders known to the Company to beneficially own more
than five percent of either class, by each other director of the Company, each
executive officer named in the Summary Compensation Table, below, and by all
officers and directors of the Company as a group, and the percentage of voting
power represented by the Voting Stock held by such holders:
<CAPTION>
CLASS B STOCK CLASS A STOCK PERCENT
BENEFICIALLY OWNED(1) BENEFICIALLY OF VOTE
--------------------- OWNED(1)(2) OF ALL
NUMBER ------------------------ CLASSES
NAME AND ADDRESS OF PERCENT NUMBER PERCENT OF VOTING
OF BENEFICIAL OWNER SHARES OF CLASS OF SHARES OF CLASS STOCK(3)
------------------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
William H. Binnie......................... 5,940,313(4) 61.8% 28,282(5) * 59.2%
P.O. Box 771
Rye, NH 03870
Christos I. Grigoriou..................... 1,707,448(6) 17.8% 338,700(6) 4.1% 17.2%
699 Middle Street
Middletown, CT 06457
Grant M. Wilson........................... 1,374,119 14.3% 291,354 3.6% 13.9%
111 Pond Street
Cohasset, MA 02025
Rajiv P. Bhatt............................ -- -- 77,000(7) * *
Clifford A. Deupree....................... -- -- 34,000(7) * *
David E. Wilbur, Jr....................... -- -- 282,300(7) 3.4% *
Yehochai Schneider........................ 108,142 1.1% 2,500(7) * 1.1%
Clarence M. Schwerin III.................. -- -- 15,000(7)(8) * *
Samuel H. Smith, Jr....................... -- -- 8,000(7)(8) * *
All officers and directors of the
Company as a group (8 persons).......... 7,422,574 77.2% 738,436(7) 9.0% 74.4%
- ---------------
<FN>
*Less than 1%
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole voting and investment power is held by the person indicated.
(2) Excludes beneficial ownership of Class B Stock, which is convertible into
Class A Stock at any time on a one-for-one basis, and which automatically
converts into Class A Stock upon a transfer of Class B Stock to any person
who is not one of the holders of Class B Stock, certain family members of
certain holders of Class B Stock, trusts for the benefit of such family
members or entities controlled by the holders of such shares of Class B
Stock.
(3) Each share of Class A Stock is entitled to one vote, and each share of Class
B Stock is entitled to 20 votes.
(4) Excludes 181,358 shares of Class B Stock owned by members of Mr. Binnie's
immediate family, as to which Mr. Binnie disclaims beneficial ownership.
(5) Includes 4,000 shares of Class A Stock owned by William H. Binnie as
custodian for one of his children, as to which shares Mr. Binnie disclaims
beneficial ownership.
(6) Includes 1,707,448 shares of Class B Stock and 300,000 shares of Class A
Stock owned by the Grigoriou Family Limited Partnership.
(7) Includes the following number of shares of Class A Stock which may be
purchased pursuant to the exercise of currently exercisable outstanding
options: Mr. Bhatt, 75,000 shares; Mr. Deupree, 30,000 shares; Mr. Wilbur,
50,000 shares; Mr. Schneider, 2,500 shares; Mr. Schwerin, 5,000 shares; Mr.
Smith, 5,000 shares; and all officers and directors as a group, 167,500
shares.
</TABLE>
2
<PAGE> 5
[FN]
(8) Does not include 2,500 shares of Class A Stock, with respect to each of
Messrs. Schwerin and Smith, which may be purchased pursuant to the exercise
of options to be automatically granted in conjunction with the April 26,
1994 Annual Meeting of Shareholders under the terms of the Company's 1991
Employee Incentive Plan. See "Executive Compensation -- Director
Compensation."
---------------------
PROPOSAL 1
ELECTION OF DIRECTORS
Although the Company's Bylaws currently provide for a Board of Directors
consisting of nine persons, only eight directors will be elected at this year's
annual meeting of shareholders, each to serve until the Company's next annual
meeting or until a successor is elected and qualified. The nominees represent
all of the directors of the Company elected at last year's annual meeting.
<TABLE>
The Board of Directors recommends that the shareholders elect the nominees
named below as directors of the Company for the ensuing year. It is intended
that the persons named as proxies in the enclosed form of proxy will vote the
proxies received by them for the election as directors of the nominees named
below. Unless otherwise indicated, each nominee has held his present occupation
as set forth below, or has been an officer with the organization indicated, for
more than the past five years. Each nominee has indicated a willingness to
serve, but in case any nominee is not a candidate as of the date of the meeting
for reasons not presently known to the Company, the proxies named in the
enclosed form of proxy may vote for a substitute nominee in their discretion.
<CAPTION>
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
------------ -------------------------------------------- --------
<S> <C> <C>
William H. Binnie (36)........ Chairman of the Board of Directors and Chief 1985
Executive Officer of the Company since 1985.
Rajiv P. Bhatt (36)........... Chief Financial Officer of the Company since 1989; 1991
Secretary of the Company since 1990.
Clifford A. Deupree (57)...... President of the Company's Molded Products Group 1991
since 1992; President of the Company's Plastic
Hangers Division since August 1989; Plant manager of
the Company's hanger facilities in California and
Mexico since February 1989.
David E. Wilbur, Jr. (51)..... President of the Company's Film Products Group since 1992
1992; Vice Chairman, Edina Group, Inc. (a merger and
acquisition company) and President of Wilbur and
Associates (a consulting and merger and acquisition
company) from 1990 to 1992; President and Chief
Operating Officer of Poly-Tech, Inc. from 1984 to
1990.
Yehochai Schneider (60)....... Private investor in numerous acquisitions within the 1991
plastics industry for more than the past five years.
Clarence M. Schwerin III
(61)........................ Private investor for more than the past five years. 1991
Samuel H. Smith, Jr. (64)..... Chairman of the Board and President of Classic 1991
Plastic Machinery Company since 1990 and President of
the Samuel Smith Group, Inc. (a plastics industry
consulting company) since 1989.
Grant M. Wilson (53).......... Private investor and Chairman of Cohasset Capital 1985
Corporation for more than the past five years;
Formerly an officer and director of JPS Textiles
Group, Inc. ("JPS") (a textiles company which filed a
petition for reorganization under the federal
bankruptcy laws in 1990 and emerged from bankruptcy
in 1991; Mr. Wilson has not been associated with JPS
since 1991).
</TABLE>
The affirmative vote of holders of Voting Stock representing a majority of
the voting power represented at the meeting is required for the election of the
nominees.
3
<PAGE> 6
OTHER INFORMATION REGARDING THE BOARD
Meetings. The Board of Directors met four times during 1993.
Board Committees. The Board of Directors has two standing committees of the
Board of Directors, the Compensation Committee and the Audit Committee. Messrs.
Smith and Schwerin currently comprise the Compensation Committee, which met
twice during 1993. The Compensation Committee makes recommendations to the Board
of Directors with regard to compensation of employees and non-employee directors
of the Company and administers the 1991 Employee Incentive Plan. The Audit
Committee is currently comprised of Messrs. Smith and Schwerin. The Audit
Committee met once in 1993. Among other duties, the Audit Committee reviews and
evaluates significant matters relating to the audit and internal controls of the
Company, reviews the scope and results of audits by, and the recommendations of,
the Company's independent auditors and approves additional services to be
provided by the auditors. The Company does not have a nominating committee.
EXECUTIVE COMPENSATION
<TABLE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the years ending December 31, 1993, 1992 and
1991, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to William H. Binnie, the
Company's Chief Executive Officer, and each of the other executive officers of
the Company as of December 31, 1993 (together with Mr. Binnie the "Named
Executives"), whose total cash compensation exceeded $100,000 during 1993 in all
capacities in which they served:
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------
PAYOUTS
AWARDS ------------
ANNUAL COMPENSATION ------------- LONG-TERM
-------------------- OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (# OF SHARES) PLAN PAYOUTS COMPENSATION
- --------------------------- ---- -------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William H. Binnie 1993 (1) -0- -0- -0- -0-
Chief Executive Officer 1992 (1) -0- -0- -0- -0-
1991 (1) -0- -0- -0-
Rajiv P. Bhatt 1993 $150,416 $100,000 50,000 -0- -0-
Chief Financial Officer 1992 150,403 50,000 -0-(2) -0- -0-
and Secretary 1991 107,899 128,500 75,000(2) $250,000(3)
Clifford A. Deupree 1993 200,819 100,000 100,000 -0- -0-
President -- Molded 1992 193,545 -0- 25,000(4) -0- -0-
Products Group 1991 150,000 127,500 50,000(4) -0-
David E. Wilbur, Jr. 1993 300,834 -0- -0- -0- -0-
President -- Film
Products 1992 102,179(5) -0- 400,000 -0- $ 38,846(5)
Group 1991 -0- -0- -0- -0-
- ---------------
<FN>
(1) The Company paid management fees to a management company or companies owned
directly or indirectly by Mr. Binnie in the amounts of $1.5 million in 1993
and 1992 and $2.0 million in 1991. See "Certain Transactions -- Management
Fees."
(2) Options to purchase 75,000 shares granted in 1991 were repriced in 1992.
(3) Payment received upon termination of the 1991 Phantom Stock Plan.
</TABLE>
4
<PAGE> 7
[FN]
(4) Options to purchase 50,000 shares granted in 1991 and options to purchase
25,000 shares granted in 1992 were repriced in 1992.
(5) Mr. Wilbur became President -- Film Products Group effective September 1,
1992 and received a salary for only four months in 1992. Amount indicated
under "All Other Compensation" represents the amount which Mr. Wilbur was
paid pursuant to a consulting agreement for a portion of 1992 before he
became an executive officer.
<TABLE>
STOCK OPTIONS
The following table contains information concerning grants of stock options
under the Company's 1991 Employee Incentive Plan to the Named Executives during
1993:
OPTION GRANTS IN 1993
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE AT
---------------------------------------------- ASSUMED ANNUAL RATE
% OF TOTAL OF STOCK PRICE
OPTIONS EXERCISE APPRECIATION FOR
GRANTED TO PRICE OPTION TERM
OPTIONS EMPLOYEES PER EXPIRATION -------------------
NAME GRANTED IN 1993 SHARE DATE 5% 10%
---- ------- ---------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
William H. Binnie................... -0- -0- N/A N/A N/A N/A
Rajiv P. Bhatt...................... 50,000(1) 12.8% $ 6.00 4/27/03 $147,946 $413,279
Clifford A. Deupree................. 100,000(2) 25.6% $ 6.00 4/27/03 295,892 826,558
David E. Wilbur, Jr................. -0- -0- N/A N/A N/A N/A
- ---------------
<FN>
(1) The option vests as follows: 10,000 shares on each of December 31, 1994,
1995, 1996, 1997 and 1998.
(2) The option vests as follows: 20,000 shares on each of December 31, 1994,
1995, 1996, 1997 and 1998.
</TABLE>
<TABLE>
OPTION EXERCISES AND HOLDINGS
None of the Named Executives exercised stock options in 1993. The following
table sets forth information with respect to the Named Executives concerning the
unexercised options held by them as of December 31, 1993:
YEAR-END OPTION VALUES
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT 12/31/93 12/31/93(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William H. Binnie................................ -0- -0- N/A N/A
Rajiv P. Bhatt................................... 75,000 50,000 $ 178,125 $ 68,750
Clifford A. Deupree.............................. 30,000 145,000 71,250 244,375
David E. Wilbur, Jr.............................. 50,000 350,000 168,750 1,181,250
- ---------------
<FN>
(1) Based on the closing price of $7.375 per share for the Company's Class A
Stock on December 31, 1993.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consists of two nonemployee directors who make decisions pertaining to executive
compensation and benefits. The members of the Committee are currently Messrs.
Smith and Schwerin. All decisions by the Committee relating to the compensation
of the Company's executive officers are reviewed by the full Board of Directors,
except for decisions about awards under the Company's 1991 Employee Incentive
Plan (the "Plan"), which must be
5
<PAGE> 8
made solely by the Committee in order for the grants or awards under such plan
to satisfy Rule 16b-3 under the Securities Exchange Act of 1934. Set forth below
is a report submitted by Messrs. Smith and Schwerin in their capacity as the
Board's Compensation Committee addressing the Company's compensation policies
for 1993 as they affected the Named Executives.
Compensation Policies Toward Executive Officers. The Committee's executive
compensation policies are designed to provide competitive levels of compensation
that are consistent with the Company's annual and long-term performance goals,
reward above-average corporate performance, recognize individual initiative and
achievements, and assist the Company in attracting and retaining qualified
executives. Executive compensation is targeted at levels that the Committee
believes are consistent with others in the Company's industry and reflect
corporate performance. As a result, the Named Executives' actual compensation
levels in a particular year may be above or below those of the Company's
competitors, depending upon the Company's and the individual executive's
performance. In 1993, the Company retained a compensation consulting firm to
analyze the compensation data of manufacturing companies of similar size to the
Company. The Committee will use this comparative information, in addition to
information on corporate performance and the performance of individual
executives, for purposes of evaluating compensation for 1994.
The Committee also endorses the position that stock ownership by management
and stock-based performance compensation arrangements are beneficial in aligning
management's and shareholders' interests in the enhancement of shareholder
value. Thus, the Committee has utilized these elements in the Company's
compensation packages for executive officers. Awards of stock options under the
Plan are designed to promote the identity of long-term interests between the
Company's executives and its shareholders and assist in the retention of
executives.
Compensation to the Named Executives for 1993, as reflected in the
foregoing tables, consisted of base salary and annual bonus. The Committee also
awarded stock options under the Plan in 1993, as indicated in the foregoing
tables.
Salary. The base salary of each of the Named Executives was the same in
1993 as it was in 1992. The Company sustained a net loss in 1992, and no
increases were given.
Bonus. The bonuses for officers for 1993 were established in early 1994,
based upon the Committee's evaluation and weighing of corporate, business unit
and individual performance. Measures of corporate performance include the
Company's operating income and net income. Measures of business unit performance
include sales growth, market share and operating income for the business unit.
Individual performance measures are established annually by management. After
the end of each year, the Committee determines the bonus for each executive
based on the individual's value, experience level and the attainment of the
preestablished performance goals.
Options/Stock Based Compensation. During 1993, the Committee granted stock
options under the Plan to two of the Named Executives. The numbers of shares
covered by these grants were based on each executive's duties and performance.
Under the Plan, the Committee may also award stock appreciation rights and
restricted stock to key employees. To date, no awards of stock appreciation
rights or restricted stock have been made under the Plan.
Mr. Binnie's Compensation. Mr. Binnie, the Company's Chief Executive
Officer, is not compensated directly by the Company. Instead, the Company pays
management fees to a management company owned by Mr. Binnie under a three-year
management agreement entered into by the Company in 1991. See "Certain
Transactions -- Management Fees."
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF
DIRECTORS:
Samuel H. Smith, Jr. Clarence M. Schwerin III
6
<PAGE> 9
<TABLE>
STOCK PERFORMANCE
The following graph sets forth a comparison of the cumulative shareholder
return of the Company's Class A Common Stock from May 16, 1991 (the effective
date of the Company's initial public offering) to the dates indicated, with the
cumulative total return for the same periods for the S&P 500 Stock Index and for
the Value Line Household Products Industry Index (the "Peer Group"):
<CAPTION>
Measurement Period
(Fiscal Year Covered) CPA S&P 500 Peer Group
<S> <C> <C> <C>
5/16/91 100.00 100.00 100.00
12/31/91 89.77 114.23 122.57
12/31/92 48.86 123.25 138.14
12/31/93 67.04 135.55 148.22
<FN>
(1) The graph compares the cumulative total return as of the end of 1991, 1992
and 1993 on a hypothetical $100 investment in the Company's Class A Common
Stock, the companies in the S&P 500 Index and the companies in the
Household Products Index as of May 16, 1991, assuming the reinvestment of
dividends (the Company has not paid dividends on either the Class A or
Class B Common Stock).
</TABLE>
EMPLOYMENT AGREEMENT
Mr. Wilbur entered into an employment agreement with the Company in July
1992 for a term of three years beginning September 1, 1992. Under the Agreement,
Mr. Wilbur is entitled to a base salary of $300,000 per annum, plus a bonus
based on a combination of the performance of the Company and/or the Film
Products Group and Mr. Wilbur's contribution as President of the Film Products
Group.
DIRECTOR COMPENSATION
During 1993, each non-employee director other than Mr. Wilson (Messrs.
Schwerin, Smith and Schneider) received $2,500 per meeting attended. No
additional compensation is paid to directors for serving on any committees.
Under the 1991 Employee Incentive Plan, all directors serving on the
Compensation Committee of the Board of Directors annually receive an automatic
grant of a ten year non-qualified option to purchase 2,500 shares of Class A
Stock at an exercise price equal to the fair market value of the Class A Stock
on the date of grant. Pursuant to the Plan, on April 27, 1993, Messrs. Schwerin
and Smith were each granted an option to purchase 2,500 shares of Class A Stock
at an option price of $5.3125 per share, which was the average of the high and
low price of the Company's Common Stock for the date of grant, as quoted on New
York Stock Exchange.
7
<PAGE> 10
CERTAIN TRANSACTIONS
Management Fees. The Company entered into a three-year Management Agreement
(the "Management Agreement") dated May 22, 1991 with Carlisle Plastics
Management Corporation ("CPMC", a wholly owned subsidiary of Carlisle Capital
Corporation ("CCC")) (CCC, in turn, is wholly-owned by Mr. Binnie). Mr. Binnie
has been the president of CCC since 1983. Since the Company's inception, it has
compensated CCC for its services through the use of management fees. The Company
paid management fees to companies owned directly or indirectly by Mr. Binnie of
$1.5 million in 1993 and 1992 and $2.0 million in 1991. Pursuant to the
Management Agreement, CPMC provides management and oversight assistance to the
Company in the areas of strategic planning, financial and banking relationships,
executive resource management, coordination of legal, auditing, taxation,
pension, actuarial and other required professional services and other business
decision-making strategies. CPMC receives a management fee of $1.5 million for
each of the three one-year periods ending May 22, 1992, 1993 and 1994. Because
Mr. Binnie controls the Company and CPMC, he has the power to amend or terminate
the Management Agreement, including the power to increase the management fee
payable thereunder.
Note Receivable from Affiliate. At December 31, 1993, the Company had a
$0.1 million note receivable from Bercon of Canada, an affiliate of the Company.
The Company provides purchasing, accounting and other administrative services
for Bercon of Canada. In 1993, the Company received $0.1 million from Bercon of
Canada as payment for the services rendered.
Leases. The Company leases a 17,000 sq. ft. plastic container manufacturing
facility in Portland, Maine from Sturbridge Yankee Workshop, Inc. (a corporation
wholly-owned equally by Mr. Binnie and one of his brothers). The lease expires
in 1997. Rent paid by the Company to lease this space in 1993 was $0.1 million.
Management of the Company believes that the terms of the lease were negotiated
on an arm's length basis and reflect the fair lease value of the premises at the
time the Company entered into the lease.
The Company leases 5,700 sq. ft. of office space, which has served as the
Company's headquarters since 1989, from One Union Street Limited Partnership
(which is principally owned and controlled by Messrs. Binnie and Wilson). The
lease expires in 2002. Rent paid by the Company to lease this space in 1993 was
approximately $0.2 million. Management believes, but has not independently
verified, that the terms of the lease reflected the fair lease value of the
premises at the time the Company entered into the lease.
The Company leases an aircraft from Carlisle Air Corporation, which is
indirectly owned by Mr. Binnie. During 1993, lease payments were paid to
Carlisle Air Corporation in the amount of $0.3 million in connection therewith.
Management believes that the terms of the lease reflected the fair lease value
of the aircraft at the time the Company entered into the lease.
Purchases of Materials. During 1993, the Company purchased materials in the
ordinary course of business at a cost of $0.3 million from North & Judd, a
corporation wholly-owned by Mr. Grigoriou. Management believes that the prices
paid for the materials reflected the fair value of the materials at the time the
purchases were made.
8
<PAGE> 11
PROPOSAL 2
APPROVAL OF AUDITORS
Deloitte & Touche, independent auditors, have been auditors for the Company
since 1985. They have been reappointed by the Board of Directors, upon
recommendation of the Audit Committee, as the Company's auditors for 1994 and
shareholder approval of the appointment is requested.
Representatives of Deloitte & Touche will be present at the Annual Meeting
of Shareholders, will have an opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE APPOINTMENT
OF DELOITTE & TOUCHE.
---------------------
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
a company, after timely notice to the company, to present proposals for
shareholder action in the company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action and are not properly omitted by company action in accordance with the
proxy rules. The Carlisle Plastics, Inc. 1995 Annual Meeting of Shareholders is
expected to be held on or about April 21, 1995 and proxy materials in connection
with that meeting are expected to be mailed on or about March 27, 1995.
Shareholder proposals prepared in accordance with the proxy rules must be
received by the Company on or before November 28, 1994.
OTHER INFORMATION
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) under the Securities Exchange Act of 1934,
executive officers, directors and 10% shareholders ("insiders") of the Company
are required to file reports on Forms 3, 4 and 5 of their beneficial holdings
and transactions in the Company's common stock. To the Company's knowledge,
based on review of the copies of such reports furnished to the Company and
written representations that no other reports were required, all Section 16(a)
filing requirements applicable to its insiders were complied with during 1993,
except as follows. Messrs. Smith and Schwerin, the non-employee directors who
are members of the Compensation Committee, each made a late filing in 1993 in
connection with reporting the automatic grants of stock options they received in
May 1992 under the 1991 Employee Incentive Plan.
ABSTENTION AND BROKER "NON-VOTES"
If a shareholder abstains from voting on any matter, the Company intends to
count the abstention as present for purposes of determining whether a quorum is
present at the Annual Meeting of Shareholders for the transaction of business,
although there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions. Additionally, the Company intends to
count broker "non-votes" as present for purposes of determining the presence or
absence of a quorum for the transaction of business. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner.
Therefore, abstentions and broker "non-votes" have the same effect as votes
against the proposals.
9
<PAGE> 12
OTHER MATTERS
The Board of Directors of the Company knows of no matters other than the
foregoing to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event that any additional matters should be
presented.
The Annual Report of the Company for 1993 is enclosed herewith and contains
the Company's financial statements for the year ended December 31, 1993. A copy
of the Annual Report on Form 10-K, as filed by the Company with the Securities
and Exchange Commission, is also enclosed herewith. An additional copy of the
Annual Report on Form 10-K will be furnished without charge to any shareholder
who requests it in writing from Investor Relations, Carlisle Plastics, Inc., at
the address noted on the first page of this Proxy Statement.
By the Order of the Board of
Directors
[Rajiv P. Phatt SIGNATURE]
RAJIV P. BHATT,
Secretary
10
<PAGE> 13
CARLISLE PLASTICS, INC.
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 26, 1994
P
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The undersigned hereby appoints William H. Binnie and Rajiv P. Bhatt,
or either of them, as proxies, each with the power to appoint his substitute,
X and hereby authorizes them to represent and to vote, as designated below,
all the shares of stock of CARLISLE PLASTICS, INC. which the undersigned
Y would be entitled to vote at the Annual Meeting of Shareholders to be held
on April 26, 1994, or at any adjournment or adjournments thereof, hereby
revoking all former proxies.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF ELECTION OF ALL THE NOMINEES AND "FOR" PROPOSAL (2).
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
- --- Please mark
X votes as in
- --- this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
<TABLE>
1. ELECTION OF DIRECTORS
NOMINEES: William H. Binnie, Rajiv P. Bhatt, Clifford A. Deupree, Yehochai
Schneider, Clarence M. Schwerin III, Samuel H. Smith, Jr., David E. Wilbur,
Jr., Grant M. Wilson
<CAPTION>
FOR WITHELD
<S> <C>
------- -------
------- -------
</TABLE>
- -------
- -------___________________________________
For all nominees except as noted above
<TABLE>
2. Proposal to approve the appointment of Deloitte & Touche as the independent
auditors of the Corporation.
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
------- ------- -------
------- ------- -------
</TABLE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE --------
FOR ADDRESS
CHANGE AND
NOTE AT LEFT --------
Please vote, date and sign this proxy exactly as your name is printed hereon.
When signing as attorney, executor, adminstrator, trustee, guardian, etc. give
full title as such. If the stock is held jointly, each owner should sign. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Signature: _____________________________________ Date: _______________________
Signature: _____________________________________ Date: _______________________
