<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Scott's Liquid Gold-Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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> 2
SCOTT'S LIQUID GOLD-INC.
4880 HAVANA STREET
Denver, Colorado 80239
____________________
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To Be Held May 3, 1995
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Scott's Liquid Gold-Inc., a
Colorado corporation (the "Company"), will be held at 10:00 a.m., Mountain
Time, on Wednesday, May 3, 1995 at the Company's offices, 4880 Havana Street,
Denver, Colorado for the purpose of considering and acting upon the following:
(1) The election of seven directors;
(2) Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March 14, 1995
are entitled to notice of and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
CAROLYN J. ANDERSON
Corporate Secretary
Denver, Colorado
March 27, 1995
__________________________________________________
THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE> 3
SCOTT'S LIQUID GOLD-INC.
4880 HAVANA STREET
DENVER, COLORADO 80239
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 1995
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Scott's Liquid Gold-Inc., a Colorado corporation (the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held at 10:00
a.m., Mountain Time, on Wednesday, May 3, 1995 at the Company's offices, 4880
Havana Street, Denver, Colorado, or any adjournment thereof. This Proxy
Statement and the accompanying form of Proxy are first being mailed or given to
the shareholders of the Company on or about March 27, 1995.
Any shareholder signing and mailing the enclosed Proxy may revoke it
at any time before it is voted by giving written notice of the revocation to
the Company's Corporate Secretary, by Voting in person at the meeting or by
filing at the meeting a later executed proxy.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
All voting rights are vested exclusively in the holders of the
Company's $0.10 par value common stock. Each share of the Company's common
stock is entitled to one vote. Cumulative voting in the election of directors
is not permitted. Holders of a majority of shares entitled to vote at the
meeting, when present in person or by proxy, constitute a quorum. On March 14,
1995, the record date for shareholders entitled to vote at the meeting, the
Company had 9,877,996 shares of its $0.10 par value common stock issued and
outstanding.
When a quorum is present, in the election of directors, those seven
nominees having the highest number of votes cast in favor of their election
will be elected to the Company's Board of Directors. Consequently, any shares
not voted (whether by abstention, broker non-vote or otherwise) have no impact
in the election of directors except to the extent the failure to vote for an
individual results in another individual receiving a larger number of votes.
With respect to any other matter which may properly come before the Meeting,
unless a greater number of votes is required by law, a matter is approved by
the shareholders if the votes cast in favor of the matter exceed the votes cast
in opposition. Any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact on the vote for these other matters so long as a
quorum is present.
The following persons are the only persons known to the Company who
on March 14, 1995, owned beneficially more than 5% of the Company's common
stock, its only class of outstanding voting securities:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
<S> <C> <C>
Jerome J. Goldstein 2,553,376 (1)(2) 25.7%
4880 Havana Street
Denver, Colorado 80239
Goldie S. Goldstein 985,884 (1) 10.0%
4880 Havana Street
Denver, Colorado 80239
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
<S> <C> <C>
Scott's Liquid Gold-Inc., 1,119,986 (3) 11.3%
Employee Stock
Ownership Plan
4880 Havana Street
Denver, Colorado 80239
</TABLE>
__________
(1) Includes 985,884 shares owned by Mr. Goldstein's wife, Goldie S.
Goldstein, over which shares both Mr. and Mrs. Goldstein may be deemed
to have shared voting and investment power. Both the amount and
percent of class of the shares owned by Goldie S. Goldstein are
included in the shares reported for Jerome J. Goldstein.
(2) Includes 70,500 shares underlying presently exercisable incentive
stock options granted under the Company's 1986 Incentive Stock Option
Plan. Does not include shares held by the Company's Employee Stock
Ownership Plan attributable to Mr. Goldstein's vested interest in the
Plan.
(3) The committee administering the Employee Stock Ownership Plan directs
the voting of shares held under such Plan. The Company's four
executive officers are four of seven members of this committee.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of March 14, 1995, the shares of the
Company's common stock beneficially owned by each director and executive
officer of the Company and the shares beneficially owned by all of the
directors and executive officers as a group:
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
---------------- -------------------- --------
<S> <C> <C>
Jerome J. Goldstein 2,553,376 (2)(7) 25.7%
Mark E. Goldstein 441,782 (3) 4.4%
Carolyn J. Anderson 348,460 (4)(7) 3.5%
Barry Shepard 283,500 (5)(7) 2.9%
Dennis H. Field 148,500 (6) 1.5%
James F. Keane 102,500 (6) 1.0%
Michael J. Sheets 160,000 (6) 1.6%
All Directors and executive officers as 4,038,118 (7) 38.3%
a Group (7 persons)
</TABLE>
__________
(1) Beneficial owners listed have sole voting and investment power with
respect to the shares shown unless otherwise indicated.
(2) Includes 985,884 shares owned by Mr. Goldstein's wife over which
shares Mr. Goldstein may be deemed to have shared voting and
investment power. Also includes 70,500 shares underlying presently
exercisable stock options granted under the Company's 1986 Incentive
Stock Option Plan.
-2-
<PAGE> 5
(3) Includes for Mr. Mark Goldstein 70,500 shares underlying presently
exercisable stock options granted under the Company's 1986 Incentive
Stock Option Plan. Also includes 62,492 shares held by Mr. Goldstein's
wife and minor children.
(4) Includes for Ms. Anderson 70,500 shares underlying presently
exercisable stock options granted under the Company's 1986 Incentive
Stock Option Plan.
(5) Includes for Mr. Shepard 70,500 shares underlying presently
exercisable stock options granted under the Company's 1986 Incentive
Stock Option Plan.
(6) Includes for each of Mr. Sheets and Mr. Field 145,000 shares and for
Mr. Keane 100,000 shares underlying presently exercisable stock
options granted by Company's Board of Directors under the Company's
1993 Stock Option Plan for Outside Directors.
(7) Does not include shares owned by the Company's Employee Stock
Ownership Plan under which, at December 31, 1994, Jerome J. Goldstein
had a vested interest in 138,618 shares, Mark E. Goldstein had a
vested interest in 74,132 shares, Carolyn J. Anderson had a vested
interest in 112,942 shares, and Barry Shepard had a vested interest in
66,144 shares.
There has been no change in control of the Company since the beginning
of the last fiscal year, and there are no arrangements known to the Company,
including any pledge of securities of the Company, the operation of which may
at a subsequent date result in a change in control of the Company.
ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of Directors consisting of
seven directors. Unless authority to vote is withheld, the persons named in the
enclosed form of proxy will vote the shares represented by such proxy for the
election of the seven nominees for director named below. If, at the time of the
Meeting, any of these nominees shall have become unavailable for any reason for
election as a director, the persons entitled to vote the proxy will vote for
such substitute nominee or nominees, if any, as they determine in their
discretion. If elected, the nominees for director will hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. The nominees for director, each of whom has consented to serve if
elected, are as follows:
<TABLE>
<CAPTION>
NAME OF NOMINEE AND POSITION,
IF ANY, DIRECTOR PRINCIPAL OCCUPATION FOR
IN THE COMPANY AGE SINCE LAST FIVE YEARS
-------------- --- ----- ------------------------
<S> <C> <C> <C>
Jerome J. Goldstein 72 1954 Chairman of the Board of the Company since August, 1990.
(Chairman of the Board) From 1954 to 1990, President and Chairman of the Board of the Company.
Mark E. Goldstein 38 1983 President of the Company since August, 1990. From 1982
(President and Chief Executive to 1990, Vice President-Marketing of Company. Employed
Officer) by the Company since 1978.
Carolyn J. Anderson 56 1974 Executive Vice President since 1974, Chief Operating
(Executive Vice President, Chief Officer of the Company since 1982 and Corporate Secretary
Operating Officer and Corporate since 1973. Employed by the Company since 1970.
Secretary)
Barry Shepard 64 1982 Treasurer and Chief Financial Officer of the Company since
(Treasurer and Chief 1981 when employed by the Company.
Financial Officer)
</TABLE>
-3-
<PAGE> 6
<TABLE>
<CAPTION>
NAME OF NOMINEE AND POSITION,
IF ANY, DIRECTOR PRINCIPAL OCCUPATION FOR
IN THE COMPANY AGE SINCE LAST FIVE YEARS
-------------- --- ----- ------------------------
<S> <C> <C> <C>
Dennis H. Field 62 1991 Management Consultant since 1990. From 1984 to 1990, Executive Vice
President/General Manager, Faberge USA, Inc. (mass market health and
beauty aids).
James F. Keane 61 1993 Independent businessman since 1987 and founder and President of Engine
World Inc. (distributor of auto and Marine engines) since 1991. From
1990 to 1992, Marketing Professor at Bentley College. From 1974 to
1987, Vice President, S.C. Johnson & Son, Inc. (household and personal
care products).
Michael J. Sheets 64 1990 Principal, Schonfeld, Chapman & Pearl, Inc., venture capitalists;
President, The French Culinary Institute, from February 1994 to August,
1994. Consultant, October, 1990 to present, from 1975 to 1990,
President of Airwick Industries, Inc. (household products).
</TABLE>
All of the foregoing persons are currently directors of the Company.
Their positions on standing committees of the Board of Directors are shown
below under "Directors' Meetings and Committees".
The Company's only executive officers are those who are described in
the foregoing table. The officers of the Company are elected annually at the
first meeting of the Company's Board of Directors held after each annual
meeting of shareholders and serve at the pleasure of the Board of Directors.
Mark E. Goldstein is the son of Jerome J. Goldstein. With this
exception, there are no family relationships among the executive officers or
directors and there are no arrangements or understandings pursuant to which any
of them was elected as an executive officer or director.
DIRECTORS' MEETINGS AND COMMITTEES
During the year ended December 31, 1994, the Company had four
directors' meetings, plus ten actions by unanimous written consent. The
Company's Board of Directors has both a Compensation Committee and an Audit
Committee.
The primary responsibilities of the Compensation Committee include
development of an executive compensation philosophy for the Company;
origination of all executive compensation proposals; review of the appropriate
mix of variable versus fixed compensation; and review of all transactions
between the Company and any executive officer or director, whether or not
involving compensation. The Committee consists of at least two or more outside
directors of the Company and, in addition, the Chairman of the Board of the
Company. Current members of the Compensation Committee are Dennis H. Field
(Chairperson), Michael J. Sheets, and Jerome J. Goldstein (with Mr. Goldstein
having no vote). The Compensation Committee met two times during 1994.
The Audit Committee has as its primary responsibilities the
recommendation of an independent public accounting firm to audit the annual
financial statements of the Company, the review of internal and external audit
functions, the review of internal accounting controls, the review of annual
financial statements, and a review at its discretion of compliance with
corporate policies and codes of conduct. The Audit Committee is comprised of
outside directors. The current members of the Audit Committee are Michael J.
Sheets (Chairperson), James F. Keane, and Dennis H. Field. Carolyn J. Anderson
had been a non-voting member of this Committee, but resigned upon the Company's
listing on the New York Stock Exchange. The Audit Committee met two times
during 1994.
-4-
<PAGE> 7
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee includes two persons who are or have
previously been employed by the Company or its subsidiaries. Jerome J.
Goldstein is Chairman of the Board of the Company and, prior to August 1990,
was also the President and Chief Executive Officer of the Company. Mr.
Goldstein is a non-voting member of the Committee. Dennis H. Field was
President and Chief Operating Officer of Aquafilter Corporation, a wholly-owned
subsidiary of the Company, from 1978 to 1982. After leaving Aquafilter
Corporation, Mr. Field had virtually no contact with the Company from the date
of his resignation to 1991 when he was asked to join the Company's Board. Prior
to 1991, he was Executive Vice President/General Manager, U.S. Division, of
Faberge. Mr. Field has a distinguished career with significant consumer product
companies.
Michael J. Sheets, a director and member of the Compensation
Committee, is a consultant to the Company, providing advice primarily in the
areas of marketing and advertising. Mr. Sheets became a consultant at the time
of joining the Company's Board of Directors in 1990. He is paid $1,667 per
month for his services as a consultant. Mr. Sheets was, prior to October, 1990,
President and Chief Executive Officer of Airwick Industries (Reckitt and Colman
Household Products), a large competitor of the Company, and has a distinguished
career in consumer products manufacturing, advertising and sales.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table shows the annual and other
compensation of the chief executive officer and all other executive officers
of the Company for services in all capacities provided to the Company and its
subsidiaries for the past three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- --------------
------------------------------------------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR $ $ (1) $ (No. of Shares)(2) ($)(3)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Goldstein 1994 $250,000 $256,148 $ 16,228 20,500 $ 3,237
President and Chief 1993 $250,000 $112,916 $ 18,464 50,000 $11,144
Executive Officer 1992 $250,000 - $ 85,283 - $ 6,114
Jerome J. Goldstein 1994 $350,000 $256,148 $ 95,882 20,500 $ 3,237
Chairman of 1993 $350,000 $112,916 $132,468 50,000 $11,144
The Board 1992 $350,000 - $ 87,459 $ 6,114
Carolyn J. Anderson 1994 $275,000 $256,148 $ 23,912 20,500 $ 3,237
Executive Vice President, 1993 $275,000 $112,916 $ 21,477 50,000 $11,144
Chief Operating Officer, 1992 $275,000 - $ 62,693 - $ 6,114
Corporate Secretary
Barry Shepard 1994 $200,000 $256,148 $ 75,714 20,500 $ 3,237
Treasurer and Assistant 1993 $200,000 $112,916 $ 35,060 50,000 $11,144
Secretary 1992 $200,000 - $ 39,931 - $ 6,114
</TABLE>
-5-
<PAGE> 8
Note: There were no restricted stock awards or long term incentive payouts
during the last three fiscal years.
(1) The Company has adopted a bonus plan for its executive officers for the
1995 year. The Plan provides that an amount will be distributed to the
Company's executive officers equal to 10% of the annual before tax profit
exceeding $1,000,000. Such amount, if any, for 1995 will be divided equally
among the Company's four executive officers. In no event is a bonus paid
unless pre-tax profits exceed $1,000,000 for the fiscal year, nor is any
bonus paid on the first $1,000,000 of pre-tax earnings. The Company had
substantially the same plan in 1994, 1993 and 1992. Of the amount indicated
for the 1994 Bonus, $183,600 was paid to each executive officer in 1994,
the balance to be paid in 1995.
(2) Key employees, including executive officers (but excluding any person who
serves only as a director), who from time to time are responsible for the
management, growth and protection of the business of the Company, are
eligible to be granted options under the Company's 1986 Incentive Stock
Option Plan. The Company's 1981 Employee Stock Option Plan expired in 1991
but options still remain outstanding under the 1981 Plan. No option under
these Plans may be exercised more than ten years after it is granted, and
the exercise price must be at least 100% of the fair market value of the
Company's stock on the date of grant. If an employee owns more than 10% of
the Company's outstanding stock, then these limitations are five years from
the date of grant and 110% of the fair market value. Options may not be
granted to any person in any year to purchase shares having an aggregate
fair market value greater than $100,000 at the date the option is granted.
Payment for shares purchased upon the exercise of any option must be made
in cash.
(3) All Other Compensation for each of the executive officers consists of
Company contributions under an Employee Stock Ownership Plan ("ESOP") which
provides that the Company may contribute annually to the ESOP cash or
common stock in an amount not to exceed 15% of all participants' total
compensation. The Board of Directors determines whether any contributions
will be made for the year. Benefits are allocated to all eligible employees
according to a formula based on compensation, except that any income earned
on assets of the Trust is allocated to ESOP participants based upon the
value that each participant's account bears to the total value of Trust
assets.
There were no changes in the base salaries of the Company's four executive
officers from October 30, 1988 through December 31, 1994. In the aggregate,
executive officers' base salaries are being increased by 13.5% for 1995.
The dollar amount of Other Annual Compensation changes from year to year
because of fluctuations in the costs of benefits and their timing. Other Annual
Compensation in the table above for 1992 through 1994 is comprised of the
following:
<TABLE>
<CAPTION>
Mark E. Goldstein ($) Jerome J. Goldstein ($) Carolyn J. Anderson ($) Barry Shepard ($)
--------------------- ----------------------- ----------------------- -----------------
1992 1993 1994 1992 1993 1994 1992 1993 1994 1992 1993 1994
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Automobile 42,383 - - - 29,785 - 25,000 - - - - 24,000
Income taxes on auto-
mobile purchase(1) 25,376 - - - 23,343 - 14,968 - - - - 21,489
Other automobile
expenses 4,339 2,667 3,512 2,339 2,511 2,972 4,984 3,388 2,656 1,985 2,537 3,460
Memberships 4,538 8,116 2,472 17,399 14,711 2,885 2,783 4,492 824 2,993 4,040 912
Life insurance 2,345 2,345 2,345 39,437 35,150 39,437 7,766 8,220 8,220 12,956 12,956 12,956
Income taxes on life
insurance 1,114 1,383 1,911 17,666 23,268 28,644 4,357 4,582 6,680 6,937 7,644 7,907
Medical plan(2) 4,188 2,453 3,391 8,818 - 16,512 1,835 45 4,154 14,060 6,383 2,391
Income tax
return preparation 1,000 1,500 2,597 1,800 3,700 5,432 1,000 750 1,378 1,000 1,500 2,599
------ ------ ------ ------ ------- ------ ------ ------ ------ ------ ------ ------
Total other
compensation 85,283 18,464 16,228 87,459 132,468 95,882 62,693 21,477 23,912 39,931 35,060 75,714
====== ====== ====== ====== ======= ====== ====== ====== ====== ====== ====== ======
</TABLE>
-6-
<PAGE> 9
(1) Commencing in 1990, the Company adopted a policy of providing $25,000 for
the purchase of an automobile every three years for each executive officer
and paying the executive officer an amount to compensate the executive for
the additional tax obligations resulting from such compensation.
(2) In addition to group life, health, hospitalization and medical
reimbursement plans which generally are available to all employees, the
Company has adopted a plan which provides for additional medical coverage
of not more than $50,000 per year to each of the Company's executive
officers (up from $20,000 after December 31, 1994).
The Company maintains a Key Executive Disability Plan, which is not
reflected in the table above. The purpose of this Plan is to provide the
executive with his or her regular salary during periods of long-term disability
in excess of 90 days to age 70, or to date of death, whichever first occurs;
and to provide the Chairman of the Board with the same benefit for life. The
benefits available under this Plan will cease upon termination of employment as
an executive officer of the Company. The Plan is partially funded by disability
insurance maintained by the Company under which the Company is the beneficiary.
OPTIONS GRANTED
The following table summarizes the options granted to the executive
officers during the last fiscal year. Information regarding the Company's 1986
Incentive Stock Option Plan under which these options were granted is contained
in Note 2 to the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term
------------------------------------------------------------------------ ----------------------------
Number of Securities % of Total Options
Underlying Options Granted to Exercise or
Granted Employee in Base Price Expiration
(#) Fiscal Year $/Share Date 5%($)(1)(2) 10%($)(1)(2)
------- ----------- ------- ---- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Goldstein 20,500 11.4 $5.36 February 16, 1999 $30,400 $67,100
Jerome J. Goldstein 20,500 11.4 $5.36 February 16, 1999 $30,400 $67,100
Carolyn J. Anderson 20,500 11.4 $4.88 February 16, 1999 $27,600 $61,000
Barry Shepard 20.500 11.4 $4.88 February 16, 1999 $27,600 $61,000
</TABLE>
(1) Assumes 5% to 10% growth per year based upon February 17, 1994 price of
$5.3625/share for Mark E. and Jerome J. Goldstein and $4.875/share for
Carolyn J. Anderson and Barry Shepard.
(2) Assuming a growth of 20% per year based upon the option prices set forth
above, the Potential Realizable Value for Mark E. and Jerome J. Goldstein
would be $163,500, and $148,800 for Carolyn J. Anderson and Barry Shepard.
OPTIONS EXERCISES IN 1994 AND YEAR-END OPTION VALUES
The following table summarizes information with respect to options
exercised during the 1994 fiscal year by the named executive officers and the
value of each officer's unexercised stock options at December 31, 1994.
-7-
<PAGE> 10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities In-the-Money
Underlying Unexercised Value of Unexercised
$ Options at Year End Options at Year End(2)
Shares Acquired Value -------------------------------------------------------
Name Exercise(#) Realized(1) Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Goldstein (3) 50,822 $200,275 119,678 0 $470,800 0
Jerome J. Goldstein 100,000 $320,775 70,500 0 $213,200 0
Carolyn J. Anderson 100,000 $356,350 70,500 0 $231,600 0
Barry Shepard (3) 60,000 $233,475 110,500 0 $443,500 0
</TABLE>
(1) Represents the difference between the exercise price of the option and
market prices of the Company's stock on dates of exercise.
(2) Represents the difference between the exercise price of the options and the
closing price of the Company's stock at December 31, 1994 of $5.875/share.
(3) In 1995 (prior to March 14, 1995), Mark E. Goldstein exercised an option to
purchase 49,178 shares and Barry Shepard exercised an option to purchase
40,000 shares of the Company's stock.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
COMPENSATION COMMITTEE REPORT
INTRODUCTION AND BACKGROUND
The Compensation Committee of the Board of Directors was created in March,
1992 and includes two outside directors. These outside directors were also the
two members of a Special Litigation Committee of the Company's Board of
Directors (the "SLC") which investigated allegations in a derivative lawsuit
brought against the Company's four executive officers in 1991 and dismissed in
1992. The lawsuit, among other things, alleged that excessive compensation was
being paid by the Company to its four executive officers.
The SLC retained special, independent counsel and also hired an expert on
compensation issues. This expert was the Hay Group which is a well-known and
respected management consulting firm and specializes in executive compensation.
The Hay Group submitted a report to the SLC in March, 1992 (the "Hay Report").
With the assistance of its counsel and compensation consultant, the SLC
conducted an intensive investigation and analysis of the Company's executive
compensation. The SLC met eleven times (either in person or by telephone) and
held numerous other informal meetings and discussions. Special counsel for the
SLC, working under instructions of the SLC, spent over 1,200 hours assisting
in the investigation and working directly with the SLC. The work of the SLC
commenced in late 1991 and was completed with the issuance on March 23, 1992 of
a final Report of the SLC (the "Report"). In addition to conclusions regarding
executive compensation and other matters involved in the derivative lawsuit,
the SLC presented 12 forward-looking recommendations. One of those
recommendations was the formation of the present Compensation Committee of the
Company's Board of Directors.
Part of the Hay Report was a comparison of executive compensation of the
Company to the external market place. Multiple sources were used for this
comparison. Two sample groups of companies were examined in the Hay Report
based on a review of proxy statements for the years 1985 through 1990. One
sample group was determined geographically and contained companies identified
from Moody's Financial Services as being in the Rocky Mountain Region and
having 1991 revenues between $20 to $100 million, with an elimination of
companies in unrelated businesses (such as the energy business) and those with
less than five years of historical proxy data (the "Mountain Region Group").
The second sample group was based upon an industry group determined by the SLC
Code for chemical and allied products. This second group consisted of companies
identified from Moody's Financial Services in that Code with 1991 revenues
between $20 to $50 million in revenues, excluding those having less than five
years of historical proxy data (the "Industry Group"). The first group had 13
companies, and the second
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<PAGE> 11
group was 14 companies. Compensation comparisons were based on the best
possible title matches, and comparisons were not made if a reasonable title
match could not be identified. A third data base was the Hay Executive
Compensation Report, which has data on 530 industrial organizations for the
years 1985 through 1990. Further, a 1991 Hay-Huggins Benefits Report was used
to compare current executive plans and deferred compensation plans of the
Company to the external market. This 1991 report has data from over 1,000
organizations; a selected sample of 113 of these companies with revenues below
$200 million was used for the analysis, 97 of which offered executive benefit
plans or perquisites.
Overall the SLC concluded that the compensation paid to the
director/executive officers from 1985 to 1991 was fair and that it was in the
best interests of the Company and all of its shareholders that no action on
behalf of the Company be continued against the director/executive officers by
reason of any of the matters alleged in the derivative lawsuit. Subsequently,
the Company and the plaintiffs entered into a settlement. As part of the
settlement, the Company agreed not to increase the salaries of the four
executive officers of the Company before January 1, 1995 and not to add
elements of compensation to compensation packages before that date. It was
recognized that certain of the elements of compensation in those packages are
variable (for example, a bonus based on the Company's profitability), and total
compensation may increase (or decrease) based on variations in those elements
pursuant to their customary application.
The Compensation Committee has concurred with and adopted both the factors
considered by the SLC and the findings of the SLC as stated in the Report with
respect to compensation matters of the Company's four executive officers. The
Report served as the basis for the 1992,1993 and 1994 compensation of the
executive officers, which continued an existing base salary, a bonus plan and
other benefits.
The Compensation Committee did not engage the Hay Group or similar outside
consultants to assist with determining the compensation of the Company's
executive officers for 1994 because retaining outside consultants is relatively
expensive and because the Compensation Committee believes that the Hay Report
completed in 1992 remains both relevant and helpful. In addition, the Company
was viewed as performing well, and the compensation of the Company's executive
officers was limited by the settlement of the above mentioned derivative
action. The Compensation Committee determined that an outside consultant on
compensation matters should be used once every three years.
In connection with recommending the compensation of executive officers for
1995, the Compensation Committee did engage the Hay Group for a review of
competitiveness of the Company's executive compensation levels. In summary, the
Hay Group found that, while some executive's total direct compensation levels
are relatively high and others relatively low compared to competition, in total
the compensation levels of the Company's executive officers are within
competitive ranges. The Compensation Committee also recognized that the
compensation level of the Company's officers is affected to a significant
extent by the Company's bonus plan which is tied to performance.
The following includes a summary of parts of the SLC's Report with respect
to executive compensation, with an update regarding certain responsibilities
and activities of the officers. Unless expressly stated otherwise, the term
Committee when used in this summary refers to the Special Litigation Committee.
FACTORS
In determining whether executive compensation is fair and appropriate, the
Committee considered the following factors, among others:
(a) Services performed and time devoted to the Company by the executive;
(b) Amounts paid to executives in comparable companies;
(c) The size and complexities of the business;
(d) Successes achieved by the executive;
(e) The executive's abilities;
(f) Increase in volume of business during the executive's tenure;
(g) Corporate earnings and profits;
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(h) Comparison of salary with distributions to stockholders;
(i) Prevailing economic conditions;
(i) Compensation paid to other employees of the corporation; and
(k) The amount previously paid to the executive.
These factors were examined during interviews and in discussions with the
Hay Group. After extensive consideration of the contribution made by each of
the four executive officers and the comparison with Industry and Mountain
Region Groups of similarly-sized companies, the Committee concluded that the
compensation of the Company's officers from 1985 to 1991 met the test of
fairness.
Utilizing these same factors and the same comparison with similarly-sized
companies, the Compensation Committee recommended that the base salary and
other compensation elements of the Company's executive officers remain the same
in 1994 as in 1993. This recommendation was adopted by the Company's Board of
Directors.
The Compensation Committee noted, among other things, that the executive
officers had pioneered a new product category (cosmetics) for the Company, had
obtained excellent distribution of its new products, had successfully extended
its cosmetics line over the last two years, and had maintained its core
business in household chemical products, all of which had contributed to the
increase in the market price of the Company's stock and had led to the
Company's qualifying for listing on the New York Stock Exchange.
ORGANIZATION AND MANAGEMENT PHILOSOPHY
The Committee and its independent advisors believed that it was important
to develop an understanding of the Company's organization and the specific
responsibilities of the four executive officers in order to analyze the
appropriateness of their compensation levels. The first important point
concerning the management of the Company is that the four executives subscribe
to a team concept of executive management, and operate in accordance with this
concept. Although each of the executive officers has his or her specific areas
of responsibility and each is able to and often does make independent
decisions, the executive officers operate as a collaborative team, and very few
significant decisions are made without input from the group as a whole.
Second, each executive officer is responsible for a number of distinct
areas and tasks. Each performs many tasks traditionally associated with "middle
management" in other companies in addition to their respective duties of top
level or executive management. As a result, the Company has very little
"middle management" and operates as a fairly lean organization compared to many
of its competitors. In a real sense, this management organization has saved the
Company substantial amounts of money over the years. Also the few middle
managers in the Company have virtually no role in setting Company policy or in
making significant management decisions, all of which are handled by one or
more of the four executive officers.
Jerome J. Goldstein is the founder of the Company and served as its
President, Chief Executive Officer and Chairman of the Board until August 1990.
In August 1990 he relinquished the titles of President and Chief Executive
Officer to Mark E. Goldstein, his son. Mr. Goldstein's relinquishment of the
positions of President and CEO was in no sense a retirement, nor a reduction in
his contribution to the Company and its performance. Jerome Goldstein remains
today the most important driving force behind Company policy. He also spends
time each year in Florida for the purpose, among other things, of actively
supervising the Company's Aquafilter subsidiary. Finally, the Company still
relies greatly on Mr. Goldstein's entrepreneurial skills and his talent with
respect to product development and design. Since the Company's success is
driven by the quality and marketability of its current products and the
development of new products, these skills cannot be minimized when assessing
Jerome Goldstein's contributions to the Company, both presently and over time.
Recently, Mr. Goldstein has, with Carolyn Anderson, spearheaded the Company's
physical plant expansion in Denver, a project driven by the rapid expansion of
the Company's cosmetics line.
Mark E. Goldstein's role and responsibilities in the Company have increased
dramatically since he assumed the position of President and CEO in August 1990.
First, for a period of time, he continued to perform most of the duties and
responsibilities of a vice-president of sales and marketing, which he performed
before becoming CEO. He still takes on many of those responsibilities. For
example, Mark Goldstein continues to be the primary contact with the Company's
largest account, Wal-Mart Stores, Inc., and for the last two years has directed
the Company's advertising and promotional efforts. He has also continued to
assume a heavy, but reduced, travel schedule as part of the sales
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<PAGE> 13
responsibilities. Second, Mark Goldstein has assumed all of the basic
responsibilities associated with becoming a CEO of a public company. He
ultimately is responsible for the day-to-day operations of the Company,
although he relies on the other three executive officers for their advice and
counsel.
Carolyn J. Anderson has been employed by the Company for twenty-four years,
longer than anyone on the executive team other than Jerome Goldstein. She
became Corporate Secretary in 1973; she was promoted to Executive Vice
President in 1974; and Mrs. Anderson was given the additional title and
responsibilities of Chief Operating Officer in 1982. As Chief Operating
Officer, Ms. Anderson has the most direct responsibility and decision-making
authority with respect to the day-to-day operations of the Company's plant and
facilities. Additionally, Ms. Anderson directs the Company's research and
development activities and is responsible for handling all trademark and patent
matters. Ms. Anderson also plays a major role, in cooperation with Barry
Shepard, with respect to the Company's affirmative action plan and all
traditional "human resources" decisions. It should be noted that the Company
does not have a director of human resources. Further, Ms. Anderson has shared
the responsibility for international sales of the Company's products with Mark
Goldstein. Recently, Ms. Anderson has been of invaluable assistance to Jerome
Goldstein in directing the Company's physical plant expansion in Denver.
Barry Shepard performs all of the traditional functions of Treasurer and
Chief Financial Officer, including negotiations and maintenance of
relationships with banks and other lenders. The Compensation Committee
recognized that Mr. Shepard was to play, and he in fact did play, a leading
role in securing a financing of $12 million for the Company's expansion of its
facilities. Further, he was highly instrumental in successfully listing the
Company's stock on the NYSE. He has been with the Company since 1981, and his
role on the executive team has increased steadily during his tenure with the
Company. Mr. Shepard supervises all of the back office functions of the
Company, including data processing, computer operations and personnel. In
addition, he is responsible for the Company's extensive market research
program, which he personally developed.
SALARIES
In making executive salary decisions, the Company, prior to 1992, generally
did not study salaries in comparable companies or industries. Rather, salary
decisions were based on either the performance of the individual executive, the
performance of the Company as a whole, or some combination of the two.
Nevertheless, the base salaries of the executive officers from 1985 to 1991
generally were in line with comparable companies used in the Hay Report, both
as to amount and as to rate of growth. The Compensation Committee believes
that, after considering the factors described above, the salaries of the
executive officers were and are fair.
PERFORMANCE BONUSES
The Company's 1994 executive bonus plan provided for a bonus pool based on
10% of pre-tax profits for a year in excess of $1 million. The four key
executive officers shared equally the bonus awarded under the plan. The Company
had substantially the same plan in prior years. The Compensation Committee
believes that this bonus plan is an important part of the incentives for the
Company's executive officers and recognizes directly many of the factors
considered important by the Compensation Committee as are stated above.
Based on the Hay Report and the business experience and judgment of the
Committee members, certain conclusions were reached regarding bonus payments in
prior years. First, the amounts of the bonuses from 1985 through 1990 were well
within comparable market figures; indeed, if anything, they were, on average,
low compared to variable compensation of other companies. Second, while there
is evidence in the market of quarterly bonus plans, annual bonus programs were
more common for executives in comparable companies. Finally, the Company had
paid a much larger portion of its executive compensation in the form of base
salary, whereas comparable companies place greater emphasis on variable
compensation, including annual bonuses. In 1993 and 1994, the bonuses paid to
the Company's four executive officers increased with the Company's record
performance.
TOTAL CASH COMPENSATION
Total cash compensation consists of the base salary and bonus. The
Committee reached several conclusions from its analysis of information from the
Hay Group on this topic. First, the total cash compensation of the four
executives from 1985 through 1990 was generally in line with the relevant
market data. Compared to the Mountain Region and Industry Groups, the total
cash compensation of the Company's executive officers was generally between the
third highest quartile and the maximum. Carolyn Anderson's total cash
compensation was somewhat above available comparable market data. However, the
number of comparables was much smaller for Ms. Anderson's position and these
comparables did not necessarily reflect her significant role over the years as
a co-manager, her competence, breadth of experience and responsibilities, and
her long service and extraordinary loyalty to the Company. Second, the annual
rate of total cash compensation growth for
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<PAGE> 14
the executive officers generally was in line with available market data. Third,
the Company paid a much larger part of its total cash compensation in the form
of base salary than do other companies. The Compensation Committee has noted
that bonuses have become more significant in 1993 and 1994 as the Company's
sales and net income have substantially increased.
LONG-TERM INCENTIVE COMPENSATION
The Committee and its advisors looked at grants under the Company's 1981
and 1986 Stock Option Plans as well as the Company's Restricted Stock Plan
(under which awards may no longer be made). These plans were approved by the
shareholders. The Committee reached the following conclusions regarding
long-term incentive compensation for the four executive officers.
First, the use of long-term incentives for executives has increased over
the last several years in United States' industrial companies, and the kinds of
plans adopted by the Company are consistent with the types of plans adopted by
other companies. Second, the average present value of the long-term incentives
for the Company's executives outstanding in the six years from 1985 to 1990 was
moderately below the average for available comparable market data. Indeed, the
value of the grants for Jerome Goldstein and Mark Goldstein are farther below
the average than grants to Carolyn Anderson and Barry Shepard.
In 1994, the Company granted to each of its four executive officers options
to purchase 20,500 shares of common stock of the Company. The exercise prices
for these options are 110% of the fair market value on the date of grant in the
case of Jerome J. Goldstein and Mark E. Goldstein and 100% of the fair market
value at the date of grant in the case of Carolyn J. Anderson and Barry
Shepard. The grant of the options and number of shares subject to the options
were recommended by the Compensation Committee based upon the operational
performance of the Company in 1993, the performance of the Company's stock,
plans for 1994, and the annual limitation under the Company's stock option
plan.
TOTAL DIRECT COMPENSATION
The Committee, for purposes of its 1992 Report, asked the Hay Group to
analyze total direct compensation of the Company's executive officers in
relation to comparable market data. Total direct compensation is the sum of the
present value of the long-term incentive grants plus total cash compensation.
In general, the four executives' total direct compensation for the six-year
period of 1985 through 1990 was above the average (but below the high) of the
available market comparables but was closer to the average than their total
cash compensation. This reflects the Company's below average long-term
incentive grants at that time.
MISCELLANEOUS EXECUTIVE BENEFITS AND PERQUISITES
The Company provides certain other benefits and perquisites to the
executive officers and, indeed, to other employees of the Company as well. The
Committee and its advisors analyzed these various benefits during the course of
the Committee's investigations. The Committee's general conclusions and
observations on this subject are as follows.
First, the Committee finds that the types of benefits offered to Company
executives and the value of these benefits are similar to benefit packages
provided by comparable companies reviewed in the Hay Report. Indeed, while the
1992 Hay Group Report found that the Company had a comprehensive executive
benefits package, there are several other common benefit programs that the
Company does not provide to its executives. Second, while some executive
benefits are the subject of Board discussion and approval, other benefits (such
as reimbursement for personal tax return preparation) are considered
operational matters by the Company and historically have not risen to the level
of Board consideration. Third, a number of benefits are provided by the Company
to other Company employees in addition to the executive officers. These
benefits are a valid exercise of business judgment on behalf of the Company to
provide these executives and other employees the kinds and levels of benefits
appropriate for their positions, to compensate them consistent with market
levels and to facilitate performance of their jobs in a more efficient and
effective manner.
COMPENSATION AND COMPANY PERFORMANCE.
At the request of the Committee, the Hay Group looked at various financial
performance ratios, including revenue measures and profitability measures and
compared the Company's data with comparable market data for the period 1987 to
1990. The Hay Group also looked at productivity indicators, such as revenue per
employee and net income per employee, and made the same market comparison.
That analysis shows that the Company's financial performance over this time
period was in line with that of the Mountain Region and Industry Groups and, in
some cases, the Company out-performed the market samples. The Compensation
Committee also believes that the Company's performance in 1993 was very
favorable.
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<PAGE> 15
In conclusion, the factors described above remain applicable for 1994, and
the Compensation Committee believes that the levels of compensation for the
Company's four executive officers have been fair and appropriate.
COMPENSATION COMMITTEE
Dennis H. Field
Michael J. Sheets
Jerome J. Goldstein
STOCK PERFORMANCE GRAPH
There follows a graph, constructed for the Company, comparing the
cumulative total shareholder return of Scott's Liquid Gold-Inc. common stock
to the NASDAQ Market Index, to the NYSE Composite Index, and to a selected peer
group.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SCOTT'S LIQUID GOLD-INC.
NYSE &NASDAQ MARKET INDEX AND PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
SCOTT'S LIQUID GOLD-INC. 100 41.67 61.11 94.44 377.78 533.51
INDUSTRY INDEX 100 87.58 101.95 119.61 138.64 154.83
BROAD MARKET - NYSE 100 95.92 124.12 129.96 147.56 144.69
BROAD MARKET - NASDAQ 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
Assumes $100 invested on December 31, 1989 in the Company,
the Peer Group, the NASDAQ MARKET INDEX, the NYSE
Composite Index and assumes the reinvestment of any dividends
Note: The foregoing graph was prepared for the Company by Media General
Financial Services of Richmond, Virginia. The peer group selected by
the Company consists of (a) six companies, including Scott's Liquid
Gold-Inc., which used the standard industrial classification of
specialty cleaning and sanitation and which are publicly held, and (b)
four publicly held companies which are partially or entirely engaged
in the cosmetics business and are known to the Company's management to
be successful companies. The Company believes that, within its
industry classes, the assembly of a peer group is difficult because
the Company competes with other companies which are significantly
larger than Scott's Liquid Gold-Inc., including two major companies
which are not publicly traded.
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<PAGE> 16
The following companies comprise the peer group: Armor All Products, Avon
Products, Inc., Clorox Co., CPC International Inc. (Revlon), Innovet, Inc.,
NCH CP, Neotrogena CP, Ocean Bio-Chem, Inc. and Proctor and Gamble.
COMPENSATION OF DIRECTORS
Four directors are full-time executive officers of the Company and receive
no additional compensation for services as a director. Michael J. Sheets,
Dennis H. Field, and James F. Keane are non-employee directors. The Company
pays $2,500 per month to each non-employee director for his services as
director. Mr. Michael J. Sheets is also paid $1,667 per month as a consultant
to the Company, primarily in the areas of marketing and advertising.
On January 15, 1993, the Company's Board of Directors adopted the Company's
1993 Stock Option Plan for Outside Directors (the "Plan"), which was approved
by the Company's shareholders on May 5, 1993. The Plan provides for the
granting of options to directors who are not employees of the Company. (There
are currently three outside directors, but the number of outside directors may
change in the future.) The purpose of the Plan is to further the growth and
development of the Company by providing an incentive to outside directors of
the Company, by increasing their involvement in the business and affairs of the
Company, by helping the Company to attract and retain well qualified directors
and/or by rewarding directors for their past dedication to the Company. The
Plan became effective on January 15, 1993.
A maximum of 400,000 shares of the Company's common stock are available for
issuance upon the exercise of options granted under the Plan. The number of
shares available under the Plan, the number of shares subject to outstanding
options, and the exercise price per share of such options are subject to
adjustment upon the occurrence of stock dividends, stock splits, mergers,
consolidations, recapitalizations, combinations or exchanges of stock, or other
similar circumstances. If any option under the Plan terminates or expires, the
shares allocable to the unexercised portion of the option will again be
available for purposes of the Plan.
The Plan is administered by the Board of Directors or a committee appointed
by and serving at the pleasure of the Board of Directors, consisting of no
fewer than two directors. The Plan is currently administered by the Board of
Directors. At March 14, 1995, options to purchase 390,000 shares of the
Company's common stock had been granted under the Plan, 145,000 each to
Michael J. Sheets and Dennis H. Field (with an exercise price of $1.09 for
100,000 shares and $4.87 for 45,000 shares), and 100,000 to James F. Keane
(with an exercise price per share of $1.66 for 5,000 shares, $3.00 for 50,000
shares, and $4.87 for 45,000 shares). No options had been exercised at March
14, 1995.
TRANSACTIONS WITH MANAGEMENT
From time to time, Goldie S. Goldstein, the wife of the Chairman of the
Board, had loaned the Company funds on a relatively short-term basis and in
most instances renewed the loans as they fell due. At the time of the Company's
issuance of $12 million of First Mortgage Bonds (July 29, 1994), the Company
owed Mrs. Goldstein a total of $626,800 which bore interest at 11% per annum. A
relative of Mr. and Mrs. Goldstein had also loaned to the Company an amount of
$50,000 with interest of 11% per annum, payable upon demand. Both of these
loans were repaid in full in July 1994 upon the issuance of the Company's
bonds. The aforecited loans were reviewed by the Compensation Committee of the
Board of Directors which determined that the terms of such loans were at least
as favorable to the Company as an arm's length transaction.
The Company has indemnification agreements with each of its directors and
executive officers. These agreements provide for indemnification and
advancement of expenses to the full extent permitted by law in connection with
any proceeding in which the person is made a party because the person is a
director or officer of the Company. They also state certain procedures,
presumptions and terms relevant to indemnification and advancement of expenses.
SECTION 16 REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and beneficial owners of more than 10% of the outstanding
shares of the Company to file with the Securities and Exchange Commission
reports regarding changes in their beneficial ownership of shares in the
Company. To the Company's knowledge, there was full compliance with all Section
16(a) filing requirements applicable to those persons.
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<PAGE> 17
COMPANY ACCOUNTANTS
Arthur Andersen LLP were selected by the Board of Directors as the
Company's independent auditors for the fiscal year ended December 31, 1994, and
it is anticipated that the Company may select the same firm as the Company's
independent auditors for the fiscal year ending December 31, 1995. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting of Shareholders and to have the opportunity to make a statement if he
so desires. Such representative also is expected to be available to respond to
appropriate questions at that time.
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in the Company's proxy materials
relating to the next annual meeting of shareholders must be received by the
Company on or before November 28, 1995.
1994 ANNUAL REPORT ON FORM 10-K
THE COMPANY'S FORM 10-K REPORT FOR 1994 CONSISTS PRIMARILY OF CROSS
REFERENCES TO INFORMATION IN THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS AND
THIS PROXY STATEMENT. SHAREHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY
OF THE COMPANY'S FORM 10-K REPORT FOR THE YEAR ENDED DECEMBER 31, 1994 SHOULD
ADDRESS A WRITTEN REQUEST TO CAROLYN J. ANDERSON, CORPORATE SECRETARY, SCOTT'S
LIQUID GOLD-INC., 4880 HAVANA STREET, DENVER, COLORADO 80239-2400.
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by mail, proxies may be solicited by officers
and other regular employees of the Company by telephone, telegraph or by
personal interview for which employees will not receive additional
compensation. Arrangements also may be made with brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation materials to
beneficial owners of the shares held of record by such persons, and the Company
may reimburse such persons for reasonable out-of-pocket expenses incurred by
them in so doing.
OTHER BUSINESS
As of the date of this Proxy Statement, Management was not aware that any
business not described above would be presented for consideration at the
meeting. If any other business properly comes before the meeting, it is
intended that the shares represented by proxies will be voted in respect
thereto in accordance with the judgment of the persons voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
CAROLYN J. ANDERSON
Denver, Colorado Corporate Secretary
March 27,1995
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<PAGE> 18
PROXY SCOTT'S LIQUID GOLD-INC. PROXY
Proxy Solicited by the Board of Directors for the Annual Meeting of
Shareholders
To Be held May 3, 1995
The undersigned hereby appoints Jerome J. Goldstein, Mark E. Goldstein, Carolyn
J. Anderson, or Barry Shepard, and each of them, proxies of the undersigned,
with full power of substitution, to vote all shares of common stock of Scott's
Liquid Gold-Inc., which the undersigned is entitled to vote, at the Annual
Meeting of Shareholders to be held on May 3, 1995 at 10:00 a.m. and at any and
all adjournments thereof for the following purposes:
(1) ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed
below
Jerome J. Goldstein Mark E. Goldstein Carolyn J. Anderson
Barry Shepard Dennis H. Field James F. Keane Michael J. Sheets
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME ON THE LINE IMMEDIATELY BELOW.)
--------------------------------------------------------------------------------
(2) In their discretion, the Proxies are authorized to vote upon such other
business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING "FOR" ELECTION OF THE
NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF DIRECTORS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement furnished therewith. The undersigned
hereby revokes any proxies given prior to the date reflected below.
Dated ,1995
----------------------------------
--------------------------------------------
--------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
Please complete, date and sign exactly as your
name appears hereon. If shares are held
jointly, each holder should sign. When signing
as attorney, executor, administrator,
trustee, guardian or corporate official,
please add your title.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN AND
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
