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.
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(Name of Registrant as Sepcified in Its Charter)
CARLISLE PLASTICS, INC.
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(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 securites to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
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(4) Proposed maximum aggregate value of transaction:
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/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
CARLISLE PLASTICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 1996
Notice is hereby given that the Annual Meeting of Shareholders of Carlisle
Plastics, Inc. will be held at the Company's corporate offices at 1314 North
Third Street, Phoenix, Arizona 85004-1751 on Tuesday, April 23, 1996 at 10:00
a.m., Mountain Standard 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 Deloitte & Touche LLP as
independent auditors for 1996.
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 26, 1996
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,
/s/ PATRICK J. O'LEARY
-------------------------
PATRICK J. O'LEARY,
Secretary
Phoenix, Arizona
March 15, 1996
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>
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 23, 1996, 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 1314 North Third Street, Phoenix,
Arizona 85004-1751, and its telephone number is (602) 407-2100. The mailing of
this Proxy Statement to shareholders of the Company commenced on or about March
15, 1996.
The total number of shares of capital stock of the Company outstanding and
entitled to vote at the meeting as of February 26, 1996 consists of 8,353,973
shares of Class A Common Stock, $.01 par value per share (the "Class A Stock"),
and 9,500,312 shares of Class B Common Stock, $.01 par value per share (the
"Class B Stock"). As of February 26, 1996, 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 26,
1996 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 26,
1996, holders of Class B Stock had 95.5% 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.
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table includes information as of February 26, 1996
concerning (i) 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 (ii)
the percentage of voting power represented by the Voting Stock held by such
holders:
<TABLE>
<CAPTION>
Class B Stock Class A Stock
Beneficially Beneficially Percent of
Owned (1) Owned (1) (2) Vote of all
Classes
Name and Address of Number Percent Number Percent of Voting
Beneficial Owner of Shares of Class of Shares of Class Stock (3)
- --------------------- --------- -------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
William H. Binnie 5,940,313(4) 62.5% 28,282(5) * 59.9%
P.O. Box 771
Rye, NH
Christos I. Grigoriou 1,707,448(6) 18.0% 338,700(6) 4.1% 17.4%
699 Middle Street
Middletown, CT 06457
Grant M. Wilson 1,374,119 14.5% 291,354 3.5% 14.0%
111 Pond Street
Cohasset, MA 02025
Ingalls & Snyder -- -- 2,014,467(7) 24.1% 1.0%
61 Broadway
New York, NY 10006
Clifford A. Deupree -- -- 134,000(8) 1.6% *
Patrick J. O'Leary -- -- 61,517(8) * *
David E. Wilbur, Jr. -- -- 637,239(8) 7.3% *
Yehochai Schneider -- -- 110,642(8) 1.3% *
Clarence M. Schwerin III -- -- 20,000(8) * *
Samuel H. Smith, Jr. -- -- 14,000(8) * *
All officers and directors
of the Company as a
group (8 persons) 7,314,432 77.0% 1,297,034(8) 14.5% 74.2%
____________
<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.
</TABLE>
<PAGE>
(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) Based upon information included in Schedule 13G filed with the Securities
and Exchange Commission. Consists of 96,979 shares over which the owner
exercises sole voting and dispositive power and 2,014,467 shares over
which the owner exercises no voting power and sole dispositive power.
(8) Includes the following number of shares of Class A Stock which may be
purchased pursuant to the exercise of currently exercisable outstanding
options: Mr. Deupree, 130,000 shares; Mr. O'Leary, 50,000 shares; Mr.
Wilbur, 400,000 shares; Mr. Schneider, 2,500 shares; Mr. Schwerin, 10,000
shares; Mr. Smith, 10,000 shares; and all officers and directors as a
group, 602,500 shares.
(9) 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 23, 1996 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 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.
<TABLE>
<CAPTION>
Principal Occupation and Other Director
Name and Age Directorships Since
- -------------------------- ----------------------------------- --------
<S> <C> <C>
William H. Binnie (38) Chairman of the Board of Directors 1985
of the Company since 1985 and
President and Chief Executive
Officer of the Company from 1985 to
1994.
Clifford A. Deupree (59) Chief Executive Officer of the 1991
Company since 1995; President of
the Company since 1994; President
of the Company's Molded Products
Group since 1992; President of the
Company's Plastic Hangers Division
since 1989; Plant manager of the
Company's hanger facilities in
California and Mexico since 1989.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation and Other Director
Name and Age Directorships Since
- -------------------------- ---------------------------------- ---------
<S> <C> <C>
Patrick J. O'Leary (38) Chief Financial Officer and 1994
Secretary of the Company since
September 1994; Partner in Deloitte
& Touche LLP, an accounting,
auditing and consulting firm from
1988 to 1994.
David E. Wilbur, Jr. (53) Vice-Chairman of the Board of 1992
Directors of the Company since
September 1994; President of Wilbur
and Associates (a consulting and
merger and acquisition company)
since September 1994 and from 1990
to 1992; President of the Company's
Film Products Group from 1992 to
September 1994; Vice Chairman,
Edina Group, Inc. (a merger and
acquisition company); President and
Chief Operating Officer of Poly-
Tech, Inc. from 1984 to 1990.
Yehochai Schneider (62) Private investor in numerous 1991
acquisitions within the plastics
industry for more than the past
five years.
Clarence M. Schwerin III (63) Private investor for more than the 1991
past five years.
Samuel H. Smith, Jr. (66) Chairman of the Board and President 1991
of Classic Plastic Machinery
Company since 1990 and President of
the Samuel Smith Group, Inc. (a
plastics industry consulting
company) since 1989; Director of
EASCO Corporation since 1992;
President of Van Dorn Plastic
Machinery Co. from 1965 to 1988;
Chairman of the Society of Plastics
Industry Inc. from 1986 to 1988.
Grant M. Wilson (55) Vice Chairman of the Board of 1985
Directors of the Company since
February 1994; Private investor and
Chairman of Cohasset Capital
Corporation for more than the past
five years.
</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.
OTHER INFORMATION REGARDING THE BOARD
Meetings. The Board of Directors met four times during 1995. Each of
the directors, while a member of the Board, attended at least 75% of the
meetings of the Board and any committee on which he served.
Board Committees. The Board of Directors has two standing committees,
the Compensation Committee and the Audit Committee. Messrs. Smith and Schwerin
currently comprise the Compensation Committee, which met twice during 1995.
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
twice in 1995. 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.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the years ending December 31, 1995, 1994
and 1993, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to William H. Binnie, the
Chairman of the Board of Directors of the Company, and each of the other
executive officers of the Company as of December 31, 1995 (together with Mr.
Binnie, the "Named Executives"), whose total annual salary and bonus exceeded
$100,000 during 1995 in all capacities in which they served:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
---------
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION
- --------------------------- ---- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
William H. Binnie 1995 (1) -0- -0- -0-
Chairman of the Board 1994 (1) -0- -0- -0-
1993 (1) -0- -0- -0-
Clifford A. Deupree 1995 $400,000 $ 50,000 -0- -0-
President and Chief 1994 312,682 250,000 225,000 $110,097(2)
Executive Officer 1993 200,819 100,000 100,000 -0-
Patrick J. O'Leary 1995 250,000 -0- -0- -0-
Chief Financial Officer 1994 76,912(3) 100,000(3) 350,000 50,000(3)
and Secretary 1993 -0- -0- -0- -0-
David E. Wilbur, Jr. 1995 102,692(4) -0- -0- -0-
Vice Chairman 1994 330,000 -0- -0-(4) -0-
of the Board 1993 330,834 -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 $.75 million in
1995, $1.25 million in 1994 and $1.5 million in 1993. See "Certain
Transactions--Manageme Fees."
(2) Amount represents the reimbursement for the loss incurred on the sale of
Mr. Deupree's residence and other relocation costs.
(3) Mr. O'Leary became Chief Financial Officer and Secretary effective
September 12, 1994 and received a salary for only four months in 1994.
The amount indicated under "Bonus" represents a $75,000 signing bonus he
received upon commencing employment and a $25,000 Management Incentive
Bonus. The amount included under "All Other Compensation" represents a
relocation expense payment of $50,000.
(4) Mr. Wilbur received a salary through the expiration of his employment
agreement in September 1995. Mr. Wilbur was granted an option to
purchase 200,000 shares of Class A Stock in January 1994 and the option
was cancelled in September 1994 in accordance with an amendment to Mr.
Wilbur's employment agreement.
</TABLE>
STOCK OPTIONS
There were no options granted under the Company's 1991 Employee Incentive
Plan to the Named Executives during 1995.
OPTION EXERCISES AND HOLDINGS
None of the Named Executives exercised stock options in 1995. The
following table sets forth information with respect to the Named Executives
concerning the unexercised options held by them as of December 31, 1995:
<TABLE>
YEAR-END OPTION VALUES
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money
at 12/31/95 (#) Options at 12/31/95($)(1)
-------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William H. Binnie -0- -0- N/A N/A
Clifford A. Deupree 130,000 270,000 $ 22,500 $ 90,000
Patrick J. O'Leary 50,000 300,000 25,000 150,000
David E. Wilbur, Jr. 400,000 -0- 200,000 N/A
______________________
<FN>
(1) Based on the closing price of $4.50 per share for the Company's Class A
Stock on December 31, 1995.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consists of two non-employee 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 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 1995
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
<PAGE>
the Company's competitors, depending upon the Company's and the individual
executive's performance. The Company previously retained a compensation
consulting firm to analyze the compensation data of manufacturing companies of
similar size to the Company. The Committee will continue to use this
comparative information, in addition to information on corporate performance
and the performance of individual executives, for purposes of evaluating
compensation for 1996.
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 1995, as reflected in the
foregoing tables, consisted of base salary and annual bonus. The Committee
did not award stock options under the Plan in 1995.
Salary. The base salary of each of the Named Executives was adjusted
during 1995 as a result of changes in the duties and responsibilities of the
Named Executives.
Bonus. Mr. Deupree received a bonus of $50,000 in April 1995 in connection
with his appointment as Chief Executive Officer. Otherwise, the committee
recommended that no bonuses be paid with respect to 1995, based upon the
Committee's evaluation and weighing of corporate, business unit and individual
performance in 1995. 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
pre-established performance goals.
Options/Stock Based Compensation. During 1995, the Committee did not grant
any stock options under the Plan to any of the Named Executives.
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 Chairman of the Board of
Directors of the Company, is not compensated directly by the Company. Instead,
the Company pays management fees to a management company owned by Mr. Binnie
under a management agreement that is renewable annually. 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
The preceding report shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 (the "1933 Act") or the Securities
Exchange Act of 1934 (the "1934 Act"), except to the extent the Company
specifically incorporates this report by reference, and shall not otherwise be
deemed filed under the 1933 Act or the 1934 Act.
<PAGE>
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 end of 1991, 1992, 1993,
1994 and 1995 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") based upon a hypothetical $100 investment, assuming the
reinvestment of dividends (the Company has not paid dividends on either the
Class A or Class B Common Stock).
<TABLE>
<CAPTION>
Measurement Period Carlisle Household
(Fiscal Year Covered) Plastics, Inc. S&P 500 Products Index
- --------------------- -------------- --------- --------------
<S> <C> <C> <C>
5/16/91 $100.00 $100.00 $100.00
1991 90.88 113.64 119.91
1992 49.47 122.49 133.96
1993 67.87 134.85 144.21
1994 37.96 137.01 154.05
1995 41.41 188.39 204.70
</TABLE>
EMPLOYMENT AGREEMENTS
Mr. Wilbur entered into an employment agreement with the Company in July
1992 for a term of three years beginning September 1, 1992. The agreement
was amended effective September 7, 1994. Under the amended agreement, Mr.
Wilbur was entitled to a base salary of $150,000 per annum, through the
expiration of the agreement in September 1995. The agreement expired at that
time and was not renewed.
Mr. Deupree entered into an employment agreement with the Company in
September 1994. Under the agreement, Mr. Deupree is entitled to a base salary
of $400,000 per annum, plus a bonus based on a combination of the performance
of the Company and his own contribution as President of the Company. The
agreement may be terminated by Mr. Deupree or the Company upon written notice.
If the agreement is terminated by Mr. Deupree for good reason, or by the
Company without good cause, Mr. Deupree is entitled to receive salary
continuation for a period of 24 months. In conjunction with Mr. Deupree's
employment agreement, a Deferred Compensation Agreement was also executed.
Under the provisions of the Deferred Compensation Agreement, Mr. Deupree, or
his beneficiary, is entitled to receive $1,000 per month for 120 consecutive
months upon the later of his 62nd birthday or termination of employment. All
benefits under the Deferred Compensation Agreement are forfeited if Mr.
Deupree's employment is terminated for good cause, or by violation of the
confidential information, disclosure and transfer of product developments, and
non-competition clauses of Mr. Deupree's employment agreement.
<PAGE>
Mr. O'Leary entered into an employment agreement with the Company in
September 1994. Under the agreement, Mr. O'Leary is entitled to a base salary
of $250,000 per annum, plus a bonus based on a combination of the performance
of the Company and his own contribution as Chief Financial Officer of the
Company. The agreement may be terminated by Mr. O'Leary or the Company upon
written notice. If the agreement is terminated by Mr. O'Leary for good reason,
or by the Company without good cause, Mr. O'Leary is entitled to receive salary
continuation for a period of 12 months.
Mr. Deupree's and Mr. O'Leary's employment agreements each contain a
provision for change in control whereby, following any change in control, if
their employment is terminated within 36 months for reasons other than good
cause or good reason, Mr. Deupree and Mr. O'Leary are entitled to salary
continuation for a period of 24 months.
DIRECTOR COMPENSATION
During 1995, each non-employee director other than Mr. Wilson (Messrs.
Schwerin, Smith, Schneider and Mr. Wilbur, upon expiration of his employment
agreement) received $2,500 per meeting attended. Mr. Wilson received directors
fees totalling $60,000 in 1995. In addition to directors' fees paid, the
Company also provided medical insurance coverage for Mr. Schwerin at a cost
to the Company of $3,624. No additional compensation was 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 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 18, 1995, Messrs. Schwerin
and Smith were each granted an option to purchase 2,500 shares of Class A
Stock at an option price of $5.53 per share, which was the average of the high
and low price of the Class A Stock on April 18, 1995, as reported by the New
York Stock Exchange.
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). The Management Agreement was extended in May 1994 and amended in
September 1994 to provide for a term of one year with an annual fee of $.75
million. 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 $.75 million in 1995, $1.25 million in
1994 and $1.5 million in 1993. 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, accounting, taxation, pension, actuarial
and other required professional services and other business decision-making
strategies. Because Mr. Binnie controls the stock of the Company and CPMC,
he indirectly has the power to extend, amend or terminate the Management
Agreement, including the power to adjust the management fee payable thereunder.
Note Receivable from Affiliate. At December 31, 1995, the Company had a
note receivable from Mr. Deupree, the President of the Company, in the amount
of $0.1 million, with interest payable annually at a rate of 6%, compounded
monthly. The note becomes due in August 1997.
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
1995 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 market
value of the leased premises.
<PAGE>
The Company leased an aircraft from Carlisle Air Corporation, which is
indirectly owned by Mr. Binnie. In January 1995, the aircraft lease was
terminated and lease termination costs of $55,885 were paid. Management believes
that the terms of the lease reflected the fair value of the aircraft at the
time the Company entered into the lease.
______________________________
PROPOSAL 2
APPROVAL OF AUDITORS
Deloitte & Touche LLP, 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 1996
and shareholder approval of the appointment is requested.
Representatives of Deloitte & Touche LLP 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 LLP.
___________________________
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. 1997 Annual
Meeting of Shareholders is expected to be held on or about April 20, 1997
and proxy materials in connection with that meeting are expected to be mailed
on or about March 16, 1997. Shareholder proposals prepared in accordance with
the proxy rules must be received by the Company on or before November 20, 1996.
<PAGE>
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 during 1995, all
Section 16(a) filing requirements applicable to its insiders were complied with.
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 transactions 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.
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 1995 is enclosed herewith and
contains the Company's financial statements for the year ended December 31,
1995. 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
/s/ Patrick J. O'Leary
------------------------
PATRICK J. O'LEARY,
Secretary
<PAGE>
P CARLISLE PLASTICS, INC.
R
O ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996
X
Y This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints William H. Binnie and Patrick J.
O'Leary, or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of stock of CARLISLE PLASTICS, INC, which the undersigned
would be entitled to vote at the Annual Meeting of Shareholders to be held on
April 23, 1996, 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
/X/ Please mark votes as in this example.
THE BORAD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL
1. ELECTION OF DIRECTORS
NOMINEES: William H. Binnie, Clifford A. Deupree, Patrick J. O'Leary
Yenochai Schneider, Clarence M. Schwerin III, Samuel M. Smith, Jr.,
David E. Wilbur, Jr., Grant M. Wilson
FOR WITHELD
/ / / /
/ /
--------------------------------------
For all nominees except as noted above
2. Proposal to approve the appointment of Deloitte & Touche LLP as
the independent auditors of the Corporation.
FOR WITHELD ABSTAIN
/ / / / / /
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 as your name is printed hereon.
When signing as attorney, executor, administrator, trustee, guardian, etc.
give full title as such. If the stock is held jointly, each owner should
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature: Date:
------------------------- ---------------------
Signature: Date:
------------------------- ---------------------
