SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(X ) Filed by the Registrant
( ) 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-b(e)(2))
(X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Gibraltar Packaging Group, Inc.
(Name of Registrant as Specified In Its Charter)
Gibraltar Packaging Group, Inc.
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GIBRALTAR PACKAGING GROUP, INC.
274 RIVERSIDE AVENUE
WESTPORT, CONNECTICUT 06880
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 7, 1996
The Annual Meeting of the Stockholders of Gibraltar Packaging Group,
Inc., a Delaware corporation (the "Company"), will be held at the Westport Inn,
1595 Post Road East, Westport, Connecticut, on November 7, 1996, at 10:00 a.m.,
eastern standard time, for the following purposes:
1. To elect six directors to serve until the annual stockholders'
meeting in 1997 or until their successors have been elected and
qualified;
2. To ratify and approve the appointment of Deloitte & Touche LLP as
the Company's independent auditors for the 1997 fiscal year; and
3. To act upon such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on September 24,
1996 are entitled to notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
OF STOCKHOLDERS REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT
THE MEETING, AND WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.
By Order of the Board of Directors
/s/ John W. Lloyd
SECRETARY
October 14, 1996
Westport, Connecticut
<PAGE>
GIBRALTAR PACKAGING GROUP, INC.
274 Riverside Avenue
Westport, Connecticut 06880
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
Gibraltar Packaging Group, Inc. (the "Company") for use at the 1996 Annual
Meeting of Stockholders to be held on November 7, 1996 and at any adjournments
thereof. The Annual Meeting of Stockholders will be held at 10:00 a.m., eastern
standard time, at the Westport Inn, 1595 Post Road East, Westport, Connecticut.
If the accompanying proxy is properly executed and returned, the shares it
represents will be voted at the meeting in accordance with the directions noted
thereon or, if no direction is indicated, it will be voted in favor of the
proposals described in this Proxy Statement. In addition, the proxy confers
discretionary authority to the persons named in the proxy authorizing those
persons to vote, in their discretion, on any other matters properly presented at
the Annual Meeting of Stockholders. The Board of Directors is not currently
aware of any such other matters. Any stockholder giving a proxy has the power to
revoke it by oral or written notice to the Secretary of the Company at any time
before it is voted.
The approximate date on which this Proxy Statement and the accompanying
proxy, together with the Company's annual report to stockholders for the fiscal
year ended June 29, 1996, will first be sent to stockholders is October 14,
1996.
VOTING RIGHTS AND QUORUM
At the close of business on September 24, 1996, the record date for the
determination of stockholders of the Company entitled to receive notice of and
to vote at the Annual Meeting or any adjournments thereof, 5,041,544 shares of
the Company's common stock, par value $0.01 per share (the "Common Stock"), were
outstanding. Each share of Common Stock is entitled to one vote upon each of the
matters to be voted on at the meeting. The presence, in person or by proxy
(including abstentions and "broker nonvotes"), of at least a majority of the
outstanding shares of Common Stock is required for a quorum. In conformity with
Delaware law, shares abstaining from voting or not voted on certain matters,
including broker nonvotes, will not be treated as votes cast with respect to
those matters and therefore will not affect the outcome of any such matters. A
broker non-vote occurs when a broker holding stock in "street name" indicates on
the proxy that it does not have discretionary authority to vote with respect to
non-routine matters.
The affirmative vote of the holders of a plurality of the votes of the
shares present in person or represented by proxy at the 1996 Annual Meeting of
Stockholders is required for the election of directors. Ratification of Deloitte
& Touche LLP as the Company's independent public accountants requires the
affirmative vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting.
With respect to the election of directors, votes may be cast in favor
or withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on the ratification of
Deloitte & Touche LLP as the Company's independent public accountants and will
be counted as shares that are present and entitled to vote for a proposal, but
will not be counted as votes in favor of such proposal. Accordingly, an
abstention from voting by a stockholder present in person or represented by
proxy at the Annual Meeting will have the same legal effect as a vote "against"
the ratification of Deloitte & Touche LLP as the Company's independent public
accountant even though the stockholder or interested parties analyzing the
results of the voting may interpret such vote differently.
<PAGE>
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
The Board of Directors has nominated and urges you to vote for the
election of the six nominees identified below who have been nominated to serve
as directors until the next annual meeting of stockholders or until their
successors are duly elected and qualified. Each of the nominees listed below is
a member of the Company's present Board of Directors. Proxies solicited hereby
will be voted for all six nominees unless stockholders specify otherwise in
their proxies.
If, at the time of or prior to the 1996 Annual Meeting of Stockholders,
any of the nominees should be unable or decline to serve, the discretionary
authority provided in the proxy may be used to vote for a substitute or
substitutes designated by the Board of Directors. The Board of Directors has no
reason to believe that any substitute nominee or nominees will be required.
NOMINEES FOR DIRECTOR
The six nominees for election as directors and certain additional
information with respect to each of them, are as follows:
YEAR FIRST BECAME
NAME AGE POSITION WITH THE COMPANY A DIRECTOR
David G. Chandler 38 Director 1992
Edgar D. Jannotta, Jr. 36 Director 1992
John W. Lloyd 52 Director and Chief Financial Officer 1992
Walter E. Rose 53 Director and Chief Executive Officer 1986
Robert G. Shaw 56 Director 1992
John D. Strautnieks 59 Director 1986
DAVID G. CHANDLER. Mr. Chandler has been employed by William Blair &
Company, L.L.C., an investment banking firm, since 1987, and has been a
principal since 1990. Mr. Chandler was employed by Morgan Stanley & Co.
Incorporated from 1984 to 1987. Mr. Chandler serves as a director of
International Jensen Incorporated, a manufacturer of audio speakers
("International Jensen").
EDGAR D. JANNOTTA, JR. Mr. Jannotta has been employed by William Blair
& Company, L.L.C., since 1988, and has been a principal since 1993. Mr. Jannotta
has been a director of Daisytek International Corporation, a wholesale
distributor of computer supplies, since December 1991. Mr. Jannotta was employed
by Golder, Thoma & Cressey, a venture capital firm, from 1986 to 1988.
JOHN W. LLOYD. Mr. Lloyd became Chief Financial Officer of the Company
in February 1996. Mr. Lloyd has served as Executive Vice President and Chief
Financial Officer of Rostra Technologies, Inc., a manufacturer of automotive
electronic components, since 1993. He was a business consultant from 1990 to
1993. From 1989 to 1990, Mr. Lloyd was Senior Vice President for Gulf Resources
& Chemical Corporation, a natural resource company. From 1984 to 1989, he was
Vice President of Finance and Corporate Development for the BOC Group, Inc., an
industrial gases and health care group. From 1979 to 1983, he was Chief
Financial Officer of Thomas Tilling, Inc., a company engaged in the manufacture
and distribution of various industrial and commercial products.
WALTER E. ROSE. Mr. Rose became Chief Executive Officer of the Company
in August 1995. Mr. Rose has served as Chairman of Rostra Holdings, a private
investment firm which he co-founded, and its successor, Rostra Technologies,
Inc., since 1982. From 1979 to 1982, he was Executive Vice President of Thomas
Tilling, Inc., a company engaged in the manufacture and distribution of various
industrial and commercial products. From 1965 to 1979, he was employed by ITT
Rayonier, the forest products subsidiary of ITT.
ROBERT G. SHAW. Mr. Shaw has been Chairman of the Board, President and
Chief Executive Officer of International Jensen since 1984. Before joining
International Jensen, Mr. Shaw served as a principal with A.T. Kearney, Inc., an
international management consulting firm. From 1973 through 1977, he served as a
political appointee with the federal government, first as deputy special
assistant to the President of the United States, and
2
<PAGE>
later as deputy director of the Bureau of International Commerce.
JOHN D. STRAUTNIEKS. Mr. Strautnieks has served as President of Rostra
Holdings, a private investment firm which he co-founded, and its successor,
Rostra Technologies, Inc., since 1982. From 1981 to 1982, he was President of
Clecon, Inc., a manufacturer and distributor of building materials. From 1977 to
1981, he was Vice President-Marketing/Sales of Bundy Corporation, an industrial
products manufacturing company, and from 1975 to 1977, he served as President of
Bundy of Canada.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES.
All directors hold office until the next annual meeting of the
stockholders of the Company or until their successors have been duly elected and
qualified. The Company's officers are elected annually by, and serve at the
pleasure of, the Board of Directors, subject to the terms of any employment
agreements.
The Company's Certificate of Incorporation and Bylaws provide that the
number of directors on the Board shall be fixed from time to time by the Board
of Directors but shall not be less than two nor more than 15 persons. The Board
in its discretion and in accordance with such authority has fixed its size at
six members. No proxy will be voted for a greater number of persons than the
number of nominees named herein.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors does not have a Nominating
Committee. The Audit Committee's functions include making recommendations
concerning the engagement of independent auditors, reviewing with the
independent auditors the planning and results of the auditing engagement,
approving professional services provided by the independent auditors and
reviewing the adequacy of the Company's internal accounting controls. The
current members of the Audit Committee are Messrs. Shaw and Strautnieks. The
Compensation Committee makes recommendations concerning compensation, including
incentive arrangements, for the Company's officers. The Compensation Committee
also administers the Company's 1992 Incentive Stock Option Plan, Director Stock
Option Plan and 1994 Long-Term Incentive Plan. The current members of the
Compensation Committee are Messrs. Chandler and Jannotta.
During fiscal 1996, the Board of Directors had five meetings and took
certain actions by unanimous written consent in lieu of meetings, the Audit
Committee had one meeting, and the Compensation Committee had one meeting and
took certain actions by unanimous written consent in lieu of meetings. During
fiscal 1996, no director of the Company other than Messrs. Jannotta and Shaw
attended fewer than 75% of the number of board meetings. No director of the
Company attended fewer than 75% of the number of meetings of the committee(s) on
which he served.
DIRECTOR COMPENSATION
Members of the Board of Directors are reimbursed for out-of-pocket
expenses incurred in attending Board of Directors and committee meetings. In
addition, each director who is not an employee of the Company or of a subsidiary
or affiliate of the Company is eligible to receive stock options under the
Company's Director Stock Option Plan. During fiscal 1996, no options to purchase
shares of Common Stock were awarded under the Director Stock Option Plan. Mr.
Shaw also receives $750 for each board meeting attended. Until his appointment
as Chief Financial Officer of the Company in February 1996, Mr. Lloyd received
$750 for each board meeting attended.
PRINCIPAL STOCKHOLDERS
The table on the following page sets forth, as of July 30, 1996,
certain information with respect to the shares of Common Stock beneficially
owned by (i) each person known by the Company to own beneficially five percent
or more of the Common Stock, (ii) each director and director nominee of the
Company, (iii) each of the five most highly compensated executive officers of
the Company during its most recent fiscal year and (iv) all directors and
executive officers of the Company as a group. Except as indicated below, each of
the persons listed in the table has sole voting and investment power with
respect to the shares listed. For purposes of the following table, each person's
"beneficial ownership" of Common Stock has been determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3
promulgated thereunder. Information with respect to beneficial ownership is
based upon information furnished by such persons or contained in filings made
with the Securities and Exchange Commission.
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP CLASS
<S> <C> <C>
Chemical Venture Capital Associates, A California Limited Partnership
270 Park Avenue, 5th Floor, New York, New York 10017....................... 274,739 5.4%
William Blair Leveraged Capital Fund, L.P.
222 West Adams Street, Chicago, Illinois 60606.............................. 863,275 17.1%
Deke C. Abbott, Jr., Division President (2).................................... 148,254 2.9%
David G. Chandler, Director (3)................................................ 863,275 17.1%
Jon P. Crane, Division President............................................... 50,000 1.0%
Edgar D. Jannotta, Jr., Director (4)........................................... 863,275 17.1%
John W. Lloyd, Director and Chief Financial Officer (2)........................ 21,833 *
Clyde A. Potts, Division President (2)......................................... 59,222 1.2%
Walter E. Rose, Director and Chief Executive Officer........................... 306,296 6.1%
Robert G. Shaw, Director (2)................................................... 9,333 *
John D. Strautnieks, Director.................................................. 306,296 6.1%
Richard D. Hinrichs, Division President (2).................................... 36,775 *
Directors and executive officers as a group (12 persons) (2)................... 1,801,284 35.7%
- -----------------------
</TABLE>
* Represents beneficial ownership of less than one percent of the outstanding
shares of Common Stock.
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is c/o Gibraltar Packaging Group, Inc., 274 Riverside Avenue,
Westport, Connecticut 06880.
(2) Includes the following shares issuable upon the exercise of outstanding
stock options granted by the Company that are exercisable within 60 days
of July 30, 1996: 30,000 for Mr. Abbott, 9,333 for Mr. Lloyd, 21,334 for
Mr. Potts, 9,333 for Mr. Shaw and 20,333 for Mr. Hinrichs.
(3) Mr. Chandler may be deemed to beneficially own the 863,275 shares of
Common Stock held by William Blair Leveraged Capital Fund, L.P., (the "WB
Fund") due to his status as a principal of William Blair & Company,
L.L.C., which is the general partner of William Blair Leveraged Capital
Management, L.P., the general partner of the WB Fund.
(4) Mr. Jannotta may be deemed to beneficially own the 863,275 shares of
Common Stock held by the WB Fund due to his status as a principal of
William Blair & Company, L.L.C., which is the general partner of William
Blair Leveraged Capital Management, L.P., the general partner of the WB
Fund.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers
of the Company, including the business experience of each during the past five
years.
NAME AGE POSITION WITH THE COMPANY
Walter E. Rose 53 Chief Executive Officer
John W. Lloyd 52 Chief Financial Officer
Deke C. Abbott, Jr. 60 Division President
Jon P. Crane 59 Division President
Richard D. Hinrichs 52 Division President
John J. Kubinsky 47 Division President
James A. Stajkowski 39 Division President
Information regarding the business experience of Messrs. Rose and Lloyd
is set forth above under the heading "Proposal Number 1: Election of Directors."
DEKE C. ABBOTT, JR. Mr. Abbott served as a director of the Company from
March 1992 until November 1995. He also served as Chief Executive Officer of the
Company from March 1992 to August 1995 and became Division President-Niemand
Industries, Inc. ("Niemand") in September 1995. Mr. Abbott joined RidgePak
Corporation, a wholly owned subsidiary of the Company ("RidgePak"), as its Chief
Executive Officer in February 1991.
JON P. CRANE. Mr. Crane became Division President-Standard Packaging
and Printing in October 1995. He had previously served as President of Great
Plains Packaging from 1987 through 1992 and served as President and Chief
Operations Officer of the Company following its formation in 1992. Mr. Crane has
over 30 years of experience in the Packaging Industry.
RICHARD D. HINRICHS. Mr. Hinrichs became Division President-Great
Plains Packaging in May 1992. He had previously served as Vice President of
Sales of Great Plains Packaging from February 1986 through May 1992 and has held
various positions with the Company and its predecessors since 1963.
JOHN J. KUBINSKY. Mr. Kubinsky became Division President-GB Labels in
June 1995. He had previously served as Vice President of Sales for the Niemand
Industries division from November 1993 through June 1995. Mr. Kubinsky has also
held senior management positions with Wilton Connor Packaging, Menasha
Corporation, CCA/Jefferson Smurfit and CCA/Mobil Corporation.
JAMES A. STAJKOWSKI. Mr. Stajkowski became Division President-RidgePak
in February 1996. From October 1994 through February 1996 he was the
Manufacturing Manager, Central Division, Sealright Packaging. Mr. Stajkowski
previously held various positions with Federal Paperboard Company from April
1979 through October 1994.
5
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors of the Company
currently consists of Messrs. Chandler and Jannotta, neither of whom are
officers or employees of the Company. The Committee is responsible for
evaluating and establishing the level of executive compensation and
administering the Company's stock option plans.
It is the philosophy of the Company and the Compensation Committee that
in order to achieve continual growth and financial success, the Company must be
able to attract and retain qualified executives. The Company's executive
compensation programs are designed to attract and retain executives capable of
leading the Company to meet its business objectives and to motivate them to
enhance long-term stockholder value. The Compensation Committee regularly
reviews the Company's compensation programs to insure that salary levels and
incentive opportunities are competitive and reflect the performance of the
Company. The Company's compensation package for its executive officers consists
primarily of a cash salary, a cash incentive bonus and stock option grants.
Base salary levels are largely determined through comparisons with
industrial companies of similar size, complexity and performance. The
determination of the comparable companies was based upon choices made by the
Compensation Committee and the Board of Directors. Actual salaries are based on
individual performance contributions within a competitive salary range for each
position that is established through job evaluation and market comparisons. At
the time of Mr. Rose's appointment as Chief Executive Officer, his annual base
salary was set at $217,950. Mr. Rose's compensation takes into account his
overall experience and contributions to the Company.
The Company's executives participate in the Company's bonus plan. The
Company uses annual bonuses to motivate its executive officers and reward
individuals for their initiative and outstanding performance. Bonuses are
determined annually based upon achievement of performance-oriented indicators,
which include improvement in sales and net income, the control of working
capital and cash flow, and the achievement of specified operating objectives;
the achievement of which favorably impact the Company's overall financial
performance. The bonus plan for Mr. Rose is based on the foregoing factors, and
the bonus he was awarded in fiscal 1996 was based on having met the specified
targets.
The Compensation Committee believes that by providing the executives
who have substantial responsibility for the management and growth of the Company
with an opportunity to increase their ownership of Common Stock of the Company,
the best interest of stockholders and executives will be closely aligned.
Therefore, executives are eligible to receive stock options from time to time,
giving them the right to purchase Common Stock of the Company. While various
factors such as the potential of the recipient, prior grants and the performance
of the Company are considered in selecting the recipients and determining the
size of the grant, the Company does not adhere to any firmly established
formulas or schedules for the issuance of options, but options are awarded when
considered appropriate. During fiscal 1996, the Company granted no stock options
to executives.
The foregoing report is given by the following members of the
Compensation Committee:
David G. Chandler
Edgar D. Jannotta, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Chandler and Jannotta.
No member of the Compensation Committee was an officer or employee of the
Company, or any of its subsidiaries, during fiscal year 1996. Messrs. Rose and
Lloyd serve on the board of directors of Rostra Technologies, Inc., which board
makes all compensation related decisions for that company. Mr. Strautnieks, the
President of Rostra Technologies, Inc., is a director of the Company.
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<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes certain information regarding aggregate
cash compensation, stock option awards and other compensation earned by the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company during the Company's last three
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
SECURITIES
FISCAL ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(#) COMPENSATION($)(2)
<S> <C> <C> <C> <C> <C>
Deke C. Abbott, Jr. 1996(3) 159,500 33,000 0 45,261(4)
Division President 1995 207,000 0 0 99,102(5)
1994 181,663 25,000 10,000 833
Walter E. Rose 1996(6) 188,958 36,000 0 0
Chief Executive Officer 1995 0 0 0 0
1994 0 0 0 0
Jon P. Crane 1996(7) 99,553 13,000 0 0
Division President 1995 0 0 0 0
1994 0 0 0 0
Richard D. Hinrichs 1996 135,091 32,000 0 1,550
Division President 1995 124,448 62,600 0 1,017
1994 106,615 25,000 10,000 2,165
Clyde A. Potts 1996 125,788 0 0 77,021(8)
Division President 1995 122,124 0 0 0
1994 112,109 8,000 10,000 492
</TABLE>
(1) Bonuses reflect amounts earned and accrued during each fiscal year, but
paid in the subsequent fiscal year.
(2) Unless otherwise indicated, represents Company contributions to the
Company's 401(k) profit sharing plan. During each of the three years ended
June 29, 1996, July 1, 1995 and July 2, 1994, perquisites for each
individual named in the Summary Compensation Table (other than Mr. Abbott
and Mr. Potts) aggregated less than 10% of the total annual salary and
bonus reported for such individual in the Summary Compensation Table, or
$50,000, if lower. Accordingly, no such amounts are included in the Summary
Compensation Table.
(3) Mr. Abbott was Chief Executive Officer of the Company from March 1992 until
August 1995. Mr. Rose became Chief Executive Officer of the Company in
August 1995.
(4) Includes $28,312 of temporary living expenses, $4,585 of country club dues,
$1,395 of Company contributions to 401(k) and $10,969 of reimbursement of
income taxes.
(5) Includes $17,236 of relocation expenses, $33,370 of temporary living
expenses, $3,436 of country club dues and $45,060 of reimbursement of
income taxes.
(6) Mr. Rose became Chief Executive Officer in August 1995. Accordingly, the
compensation listed for him includes only the compensation paid by the
Company since that date.
(7) Mr. Crane became an executive officer in October 1995. Accordingly, the
compensation listed for him includes only the compensation paid by the
Company since that date.
(8) Includes $2,021 of Company contributions to 401(k) and $75,000 of severance
pay as stipulated in the employment agreement executed in March 1992
between Mr. Potts and RidgePak. See "Employment Contracts, Termination of
Employment and Change-in-Control Arrangements."
7
<PAGE>
STOCK OPTIONS
No stock options were granted in fiscal 1996 under the Company's 1992
Incentive Stock Option Plan to the executive officers named in the Summary
Compensation Table.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the value of
unexercised options held as of July 1, 1996, by the executive officers named in
the Summary Compensation Table. No stock options were exercised by such officers
in fiscal 1996.
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT OPTIONS AT
JULY 1, 1996(#) JULY 1, 1996($)(1)
------------------------------- -----------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Deke C. Abbott, Jr... 30,000 0 (47,563) 0
Richard D. Hinrichs.. 20,333 2,667 (31,437) (9,501)
Clyde A. Potts....... 21,334 1,666 (32,003) (5,935)
(1) Computed based on the difference between aggregate fair market value and
aggregate exercise price. The market value of the Company's Common Stock on
July 1, 1996 was $5.44 based on the average of the high and low price on
the NASDAQ National Market System on such date.
8
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Common Stock to the NASDAQ Market Index and a peer group index for the
period beginning March 5, 1992 and ending August 31, 1996. The graph assumes
that the value of the investment in the Company's Common Stock and each index
was $100 at March 5, 1992 and that all dividends were reinvested. The members of
the peer group were determined by the company, and consist of: Bemis Inc.,
Liqui-Box Corp., Outlook Group Corp., Sealright Co. Inc., Shorewood Packaging
Corp. and Sonoco Products Co.
COMPARISON OF 54-MONTH CUMULATIVE RETURN
AMONG GIBRALTAR PACKAGING GROUP, INC., NASDAQ
MARKET INDEX AND PEER GROUP INDEX
MAR 92 JUN 92 SEP 92 DEC 92 MAR 93 JUN 93 SEP 93 DEC 93 MAR 94
GIBRALTAR 100.0 63.2 42.1 68.4 68.4 86.8 121.1 89.5 73.7
PEER 100.0 103.8 105.7 111.8 103.2 97.3 102.7 107.1 106.6
NASDAQ 100.0 93.2 97.0 112.8 115.0 117.2 127.0 129.5 124.1
JUN 94 SEP 94 DEC 94 MAR 95 JUN 95 SEP 95 DEC 95 MAR 96 JUN 96
GIBRALTAR 63.2 78.9 77.6 69.7 59.9 36.8 39.5 46.1 57.9
PEER 104.7 114.0 111.9 114.1 106.8 106.8 98.0 104.6 107.7
NASDAQ 118.3 128.1 126.6 138.0 157.9 176.9 179.1 187.4 202.7
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make or endorse any predictions as to future stock
performance.
9
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into an employment agreement with Mr. Abbott dated
February 10, 1992. The compensation payable to Mr. Abbott under the terms of the
employment agreement included an annual base salary of $200,000 and a cash bonus
of up to 40% of Mr. Abbott's base salary. The agreement also provides that if
terminated without just cause, Mr. Abbott would be entitled to receive severance
pay for the nine-month period from termination equal to his monthly base salary
at the time of termination. In September 1995, Mr. Abbott agreed to serve as
Division President of Niemand Industries. The employment agreement was amended
to reduce his annual base salary to $150,000. The employment agreement may be
terminated by either party with advance written notice to the other party.
The Company entered into an employment agreement with Mr. Hinrichs
dated December 1, 1992. The agreement provided that Mr. Hinrichs would receive
an annual base salary of $122,100 and shall be entitled to receive a bonus of up
to 40% of his base salary. Mr. Hinrichs' annual base salary in fiscal 1996 was
$135,091. In addition, the agreement provides that if terminated without just
cause, Mr. Hinrichs would be entitled to receive severance pay for the
nine-month period from termination equal to his monthly base salary at the time
of termination. The employment agreement may be terminated by either party with
advance written notice to the other party.
Mr. Potts became a Division President of the Company upon the
acquisition of RidgePak in March 1992. Mr. Potts' employment agreement with
RidgePak provided that he would receive an annual base salary of $100,000. Mr.
Potts' annual base salary in fiscal 1996 was $125,788. In addition, the
agreement provided that Mr. Potts was entitled to receive a cash bonus, based
upon the financial performance of RidgePak. The agreement also provided that Mr.
Potts would be entitled to receive severance pay of $75,000 upon certain changes
of control or if he was terminated without just cause. Mr. Potts left the
Company in June 1996, and received severance as specified in the Summary
Compensation Table.
In April 1994, the Company amended the option agreements relating to
options granted under the Company's 1992 Incentive Stock Option Plan and the
Director Stock Option Plan to provide that in the event of a change in control
each option covered thereby shall become immediately exercisable in full and
shall remain exercisable for the remaining term of such option, regardless of
any provision contained therein limiting the exercisability of the option or any
portion thereof for any length of time, provided that no option may become
exercisable as a result of such acceleration prior to the date six months
following its grant date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers, and persons who own more than ten
percent of the Common Stock, to file initial reports of ownership and reports of
changes in ownership of Common Stock with the Securities and Exchange Commission
and the NASDAQ Stock Market. Officers, directors and greater than ten percent
stockholders are required by Securities and Exchange Commission regulation to
furnish the Company with copies of all such forms that they file.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and on written representations by
certain reporting persons that no reports on Form 5 were required, the Company
believes that during the fiscal year ended June 29, 1996, all Section 16(a)
filing requirements applicable to its officers, directors and ten percent
stockholders were complied with.
CERTAIN TRANSACTIONS
Messrs. Rose and Lloyd serve on the Board of Directors of, and hold an
equity interest in Rostra Technologies, Inc. ("Rostra"). During fiscal 1996 the
Company paid $228,834 to Rostra in management fees for services provided by
Messrs. Rose and Lloyd, serving as the Company's Chief Executive Officer and
Chief Financial Officer, respectively. As of June 29, 1996, the Company owed
Rostra $81,776 for such fees.
10
<PAGE>
PROPOSAL NUMBER 2:
APPROVAL OF AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP
as the Company's independent public accountants for the fiscal year ending June
28, 1997, subject to ratification by the Company's stockholders. Representatives
of Deloitte & Touche LLP are expected to be present at the Annual Meeting of
Stockholders and will have an opportunity to make a statement, if they desire to
do so, and to respond to appropriate questions from those attending the meeting.
Deloitte & Touche LLP has served as auditors for the Company since 1986.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF DELOITTE & TOUCHE LLP'S APPOINTMENT.
PROPOSALS OF STOCKHOLDERS
Any proposal of a stockholder intended to be presented at the next
annual meeting must be in the form required by the Company's By-laws and
received at the Company's principal executive offices no later than August 18,
1997, if the proposal is to be considered for inclusion in the Company's proxy
statement relating to such meeting.
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING ANY
FINANCIAL STATEMENTS AND SCHEDULES AND EXHIBITS THERETO, MAY BE OBTAINED WITHOUT
CHARGE BY WRITTEN REQUEST TO INVESTOR RELATIONS, GIBRALTAR PACKAGING GROUP,
INC., 274 RIVERSIDE AVENUE, WESTPORT, CONNECTICUT 06880.
OTHER MATTERS
The Company will bear the cost of preparing and mailing proxy materials
as well as the cost of solicitation of proxies. The Company will reimburse
banks, brokerage firms, custodians, nominees and fiduciaries for their expenses
in sending proxy materials to the beneficial owners of Common Stock. The Company
has retained Norwest Bank Minnesota, N.A. ("Norwest") to assist in the
solicitation of proxies. An additional fee of $1,000 beyond the $650 average
monthly fee paid to Norwest to act as the Company's transfer agent, together
with Norwest's out-of-pocket expenses, will be paid to Norwest. In addition to
solicitation by mail, certain directors, officers and regular employees of the
Company and Norwest may solicit proxies by fax, telex, telephone and personal
interview.
By Order of the Board of Directors
/s/ Walter E. Rose
CHIEF EXECUTIVE OFFICER
October 14, 1996
Westport, Connecticut
11
<PAGE>
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APPENDIX
P R O X Y GIBRALTAR PACKAGING GROUP, INC. P R O X Y
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints WALTER E. ROSE, JOHN W. LLOYD,
and each or either of them, lawful attorneys and proxies of the undersigned,
with full power of substitution, for and in the name, place and stead of the
undersigned, to attend the Annual Meeting of Stockholders of Gibraltar Packaging
Group, Inc. (herein the "Company") to be held at the Westport Inn, 1595 Post
Road E., Westport, Connecticut, on the 7th day of November 1996 at 10:00 a.m.,
Eastern Standard Time, and any adjournment(s) thereof, with all powers the
undersigned would possess if personally present and to vote thereat, as provided
below, the number of shares the undersigned would be entitled to vote if
personally present.
<TABLE>
<CAPTION>
<S> <C> <C>
[ ] PROPOSAL 1: ELECTION OF DIRECTORS FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE
EXCEPT AS MARKED TO THE CONTRARY FOR ALL NOMINEES LISTED BELOW
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
<TABLE>
<CAPTION>
<S> <C> <C>
David G. Chandler Edgar D. Jannotta, Jr. John W. Lloyd
Walter E. Rose Robert G. Shaw John D. Strautnieks
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPOSAL 2: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP FOR AGAINST ABSTAIN
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
1997 FISCAL YEAR
</TABLE>
In accordance with their discretion, said attorneys and proxies are authorized
to vote upon such other business as may properly come before the meeting or any
adjournments thereof.
<PAGE>
Every properly signed proxy will be voted in accordance with the specification
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2. All prior proxies are hereby revoked.
This proxy will be voted in accordance with the discretion of the proxies or
proxy on any other business. Receipt is hereby acknowledged of the Notice of
Annual Meeting and Proxy Statement of the Company dated October 14, 1996.
Signature(s)
Dated , 1996
(Please sign exactly as
your name appears hereon.
When signing as attorney,
executor, administrator,
trustee, guardian, etc.,
give full title as such.
For joint accounts, each
joint owner should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
