<PAGE>
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
GIBRALTAR PACKAGING GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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 (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:
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 6, 1997
TO THE STOCKHOLDERS OF GIBRALTAR PACKAGING GROUP, INC:
The Annual Meeting of the Stockholders of Gibraltar Packaging Group,
Inc., a Delaware corporation (the "Company") will be held at the Trumbull
Marriott Hotel, 180 Hawley Lane, Trumbull, Connecticut, on November 6, 1997, 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 1998 or until their successors have been elected and
qualified (Proposal 1);
2. To ratify and approve the appointment of Deloitte & Touche LLP as
the Company's independent auditors for the 1998 fiscal year
(Proposal 2); and
3. To act upon such other business as may properly come before the
meeting or any adjournments thereof.
These items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on October 3,
1997 are entitled to notice of and to vote at the Annual 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
------------------
JOHN W. LLOYD
SECRETARY
October 14, 1997
Westport, Connecticut
<PAGE>
<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 1997 Annual
Meeting of Stockholders to be held on November 6, 1997 and at any adjournments
thereof. The Annual Meeting of Stockholders will be held at 10:00 a.m., eastern
standard time, at the Trumbull Marriott Hotel, 180 Hawley Lane, Trumbull,
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 on form 10-K
for the fiscal year ended June 28, 1997, will first be sent to stockholders is
October 14, 1997.
VOTING RIGHTS AND QUORUM
At the close of business on October 3, 1997, 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 non-votes"), of at least a majority of the
outstanding shares of Common Stock is required for a quorum. 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 of Common Stock present in person or represented by proxy at the 1997
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. Broker non-votes are
not shares entitled to vote, will not be counted in the total number of votes,
and thus will have no effect on the outcome of voting.
<PAGE>
PROPOSAL NUMBER 1:
ELECTION OF DIRECTORS
Six directors are to be elected to the Company's Board of Directors at
the Annual Meeting. 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 1997 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:
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NAME AGE POSITION WITH THE COMPANY A DIRECTOR
<S> <C> <C> <C>
David G. Chandler 39 Director 1992
Edgar D. Jannotta, Jr. 37 Director 1992
John W. Lloyd 53 Director, Chief Financial Officer and Secretary 1992
Walter E. Rose 54 Director and Chief Executive Officer 1986
Robert G. Shaw 57 Director 1992
John D. Strautnieks 60 Director 1986
</TABLE>
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 for a number
of privately held companies.
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., ("Rostra"), 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 serves as President of Rostra, which he
co-founded in 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 later as deputy director of
the Bureau of International Commerce.
JOHN D. STRAUTNIEKS. Mr. Strautnieks serves as Chairman of Rostra,
which he co-founded in 1982. From 1981 to 1982, he was President of Clecon,
Inc., a manufacturer and distributor of building materials. From 1977 to
2
<PAGE>
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 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, 1994 Long-Term Incentive Plan and 1996 Non-Qualified Stock Option
Plan. The current members of the Compensation Committee are Messrs. Chandler and
Jannotta.
During fiscal 1997, the Board of Directors had four 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 1997, no director of the Company other than Mr. Jannotta 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.
Messrs. Chandler, Jannotta, Shaw and Strautnieks receive $3,000 for each board
meeting attended. No additional compensation is paid for 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 1997, no options to purchase
shares of Common Stock were awarded under the Director Stock Option Plan.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The table on the following page sets forth, as of July 29, 1997,
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 (the "Exchange
Act"), 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 ("SEC").
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP CLASS
<S> <C> <C>
Agro Industrial and Trading Holding B.V.
18 Lindenstraat, 7411 NV Deventer, Netherlands (2).......................... 317,400 6.3%
Chase Venture Capital Associates, L.P. (formerly known as
Chemical Venture Capital Associates, A California Limited Partnership)
380 Madison Avenue, 12th Floor, New York, New York 10017 (3)............... 274,739 5.4%
William Blair Leveraged Capital Fund, L.P.
222 West Adams Street, Chicago, Illinois 60606.............................. 863,275 17.1%
David G. Chandler, Director (4)................................................ 863,275 17.1%
Jon P. Crane, Division President............................................... 50,000 1.0%
Edgar D. Jannotta, Jr., Director (5)........................................... 863,275 17.1%
John W. Lloyd, Director and Chief Financial Officer (6)........................ 43,500 1.0%
Walter E. Rose, Director and Chief Executive Officer (6)....................... 331,296 6.5%
Robert G. Shaw, Director (6)................................................... 11,000 *
John D. Strautnieks, Director.................................................. 306,296 6.1%
Richard D. Hinrichs, Division President (6).................................... 47,542 1.0%
Directors and executive officers as a group (10 persons) (6)................... 1,652,909 32.2%
- -----------------------
</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) Based solely on information set forth in a Schedule 13D, dated December
11, 1996.
(3) Based solely on information set forth in a Schedule 13D, dated January 1,
1997.
(4) 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.
(5) 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.
(6) Includes the following shares issuable upon the exercise of outstanding
stock options granted by the Company that are exercisable within 60 days
of July 29, 1997: 31,000 for Mr. Lloyd, 25,000 for Mr. Rose, 11,000 for
Mr. Shaw and 23,000 for Mr. Hinrichs.
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 54 Chief Executive Officer
John W. Lloyd 53 Chief Financial Officer
Jon P. Crane 60 Division President
Richard D. Hinrichs 53 Division President
John F. Justice 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."
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 F. JUSTICE. Mr. Justice was promoted to Division President in
February 1997, and originally joined Niemand Industries as Division Controller
and Director of Administrative Services in January 1996. From 1993 through 1996
Mr. Justice held senior management positions with Prestolite Electric, an
electro-mechanical products manufacturer. From 1988 through 1993 he was employed
with Partek North America, Inc., a building products manufacturer.
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. Mr.
Rose's annual base salary in fiscal 1997 was $241,300. 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. Mr. Rose's bonus was reduced from the previous year based on an
evaluation of the Company's performance as compared to its objectives. These
factors were taken into consideration for the bonus Mr. Rose was awarded in
fiscal 1997.
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 1997, the Compensation Committee approved
the grant to Mr. Rose of options to purchase 125,000 shares of Common Stock, and
approved the grant to Mr. Lloyd of options to purchase 100,000 shares of Common
Stock, under the Company's 1996 Non-Qualified Stock Option Plan.
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 1997. Messrs. Rose and Lloyd
serve on the board of directors of Rostra, which board makes all compensation
related decisions for that company. Mr. Strautnieks, the Chairman of Rostra, is
a director of the Company.
6
<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>
Walter E. Rose (3) 1997 241,300 24,000 125,000 0
Chief Executive Officer 1996(4) 188,958 36,000 0 0
1995 0 0 0 0
John W. Lloyd (3) 1997 194,900 20,000 100,000 0
Chief Financial Officer 1996(5) 54,022 15,000 0 0
1995 0 0 0 0
Richard D. Hinrichs 1997 145,000 28,000 0 1,581
Division President 1996 135,091 32,000 0 1,550
1995 124,448 62,600 0 1,017
Jon P. Crane 1997 140,000 17,000 0 0
Division President 1996(6) 99,553 13,000 0 0
1995 0 0 0 0
James A. Stajkowski 1997 130,000 11,700 0 46,107(8)
Division President 1996(7) 48,750 8,000 0 11,158(9)
1995 0 0 0 0
</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 28, 1997, June 29, 1996 and July 1, 1995, perquisites for each
individual named in the Summary Compensation Table (other than Mr.
Stajkowski) 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) Compensation for Messrs. Rose and Lloyd represent management fees paid to
Rostra for services provided by Messrs. Rose and Lloyd, as the Company's
Chief Executive Officer and Chief Financial Officer, respectively. For a
discussion of the fees paid to Rostra, see Certain Transactions.
(4) 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.
(5) Mr. Lloyd became Chief Financial Officer in February 1996. Accordingly, the
compensation listed for him includes only the compensation paid by the
Company since that date.
(6) 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.
(7) Mr. Stajkowski became an executive officer in February 1996. Accordingly,
the compensation listed for him includes only the compensation paid by the
Company since that date.
(8) Includes $1,300 of Company contributions to the 401(k) plan, $22,927 of
relocation expenses, $17,676 of reimbursement of income taxes and $4,204
for a company car.
(9) Includes $325 of Company contributions to the 401(k) plan and $10,833
relocation incentive bonus.
7
<PAGE>
STOCK OPTIONS
No stock options were granted in fiscal 1997 under the Company's 1992
Incentive Stock Option Plan.
The following table sets forth information concerning the grant of
stock options to each of the named executive officers in fiscal year 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN OR BASE EXPIRATION OPTION TERM (10 YEARS)(2)
NAME GRANTED(1) FISCAL YEAR 1997 PRICE/SHARE DATE 5% 10%
- ---- ----------- ---------------- ----------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Rose.............125,000(3) 55.6% $4.00 07/31/06 $315,000 $796,250
John W. Lloyd..............100,000(3) 44.4% $4.00 07/31/06 $252,000 $637,000
</TABLE>
(1) Each option was granted under the Company's 1996 Non-Qualified Stock Option
Plan, and has an exercise price equal to the fair market value of the
Common Stock on the date of grant. Under the 1996 Non-Qualified Stock
Option Plan, the Company may grant to key employees options to purchase in
the aggregate up to 300,000 shares of the Company's Common Stock. Options
granted under the 1996 Plan are exercisable no earlier than six months and
no later than ten years from the grant date. Options granted under the 1996
Plan vest according to the following schedule: 20% vest six months, one
year, two years, three years and four years from the grant date. Not
withstanding the foregoing, options granted will vest at one, two, three
and four years from the grant date only if the fair market value of Common
Stock of the Company reaches certain specified levels. The options will
automatically vest in the event certain change of control transactions
occur.
(2) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as specified by the SEC and are not intended to
forecast future price appreciation of the Common Stock of the Company. The
gains reflect a future value based only upon growth at the SEC-prescribed
rates. The options will have value to the listed executives only if (a) the
stock price advances beyond the grant date price shown in the table during
the effective option period and (b) the options vest in accordance with the
vesting schedule described in Footnote 1 above.
(3) Each of the indicated options was granted on August 1, 1996.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the value of
unexercised options held as of June 30, 1997, by the executive officers named in
the Summary Compensation Table. No stock options were exercised by such officers
in fiscal 1997.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT OPTIONS AT
JUNE 30, 1997(#) JUNE 30, 1997($)(1)
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Walter E. Rose(2).............25,000 100,000 (25,000) (100,000)
John W. Lloyd(2)..............20,000 80,000 (20,000) (80,000)
Richard D. Hinrichs(3)........20,333 2,667 (80,998) (8,001)
</TABLE>
(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
June 30, 1997 was $3.00 based on the average of the high and low price on
the NASDAQ National Market System on such date.
(2) Each option for Messrs. Rose and Lloyd were granted under the Company's
1996 Non-Qualified Stock Option Plan.
(3) Each option for Mr. Hinrichs was granted under the Company's 1992 Incentive
Stock Option Plan.
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 June 30, 1992 and ending June 30, 1997. The graph assumes that
the value of the investment in the Company's Common Stock and each index was
$100 at June 30, 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 5 YEAR CUMULATIVE RETURN
AMONG GIBRALTAR PACKAGING GROUP, INC., NASDAQ
MARKET INDEX AND PEER GROUP INDEX
[Graph appears below with the following information:]
Raw Data Indexed Data
GIBRALTAR PEER NASD US GIBRALTAR PEER NASDAQ
Mar-92 9.5000 19.2446 54 193.0750 Mar 92 100.0 100.0 100.0
Apr-92 8.2500 20.4350 53 187.7950 Apr 92 86.8 106.2 97.3
May-92 7.7500 20.3458 52 187.1950 May 92 81.6 105.7 97.0
Jun-92 6.0000 19.9673 51 179.8760 Jun 92 100.0 100.0 100.0
Jul-92 6.7500 20.6061 50 186.2480 Jul 92 112.5 103.2 103.5
Aug-92 5.5000 20.2798 49 180.5550 Aug 92 91.7 101.6 100.4
Sep-92 4.0000 20.3376 48 187.2670 Sep 92 66.7 101.9 104.1
Oct-92 4.7500 19.7768 47 194.6420 Oct 92 79.2 99.0 108.2
Nov-92 5.0000 20.6686 46 210.1290 Nov 92 83.3 103.5 116.8
Dec-92 6.5000 21.5190 45 217.8640 Dec 92 108.3 107.8 121.1
Jan-93 7.2500 20.6250 44 224.0660 Jan 93 120.8 103.3 124.6
Feb-93 7.0000 21.1041 43 215.7070 Feb 93 116.7 105.7 119.9
Mar-93 6.5000 19.8571 42 221.9500 Mar 93 108.3 99.4 123.4
Apr-93 8.0000 19.0714 41 212.4770 Apr 93 133.3 95.5 118.1
May-93 8.3750 18.5535 40 225.1700 May 93 139.6 92.9 125.2
Jun-93 8.2500 18.7321 39 226.2110 Jun 93 137.5 93.8 125.8
Jul-93 8.7500 17.9464 38 226.2478 Jul 93 145.8 89.9 125.8
Aug-93 11.0000 18.2857 37 238.1840 Aug 93 183.3 91.6 132.4
Sep-93 11.5000 19.7678 36 245.2770 Sep 93 191.7 99.0 136.4
Oct-93 9.3750 19.6875 35 250.7900 Oct 93 156.3 98.6 139.4
Nov-93 9.2500 19.4791 34 243.3110 Nov 93 154.2 97.6 135.3
Dec-93 8.5000 20.6041 33 250.0930 Dec 93 141.7 103.2 139.0
Jan-94 8.7500 21.5416 32 257.3850 Jan 94 145.8 107.9 143.1
Feb-94 8.5000 21.5208 31 255.2760 Feb 94 141.7 107.8 141.9
Mar-94 7.0000 20.5208 30 239.5750 Mar 94 116.7 102.8 133.2
Apr-94 8.0000 20.1458 29 236.4660 Apr 94 133.3 100.9 131.5
May-94 7.2500 20.2916 28 237.0430 May 94 120.8 101.6 131.8
Jun-94 6.0000 20.1458 27 228.3750 Jun 94 100.0 100.9 127.0
Jul-94 5.7500 21.1041 26 233.0580 Jul 94 95.8 105.7 129.6
Aug-94 7.5000 21.4375 25 247.9160 Aug 94 125.0 107.4 137.8
Sep-94 7.5000 21.9376 24 247.2830 Sep 94 125.0 109.9 137.5
Oct-94 8.0000 21.4375 23 252.1420 Oct 94 133.3 107.4 140.2
Nov-94 7.0000 21.0625 22 243.7790 Nov 94 116.7 105.5 135.5
Dec-94 7.3750 21.5416 21 244.4640 Dec 94 122.9 107.9 135.9
Jan-95 8.1250 20.9375 20 245.8340 Jan 95 135.4 104.9 136.7
Feb-95 6.2500 21.7188 19 258.8350 Feb 95 104.2 108.8 143.9
Mar-95 6.6250 21.9583 18 266.5040 Mar 95 110.4 110.0 148.2
Apr-95 6.7500 21.7708 17 274.8940 Apr 95 112.5 109.0 152.8
May-95 5.8750 21.2500 16 281.9840 May 95 97.9 106.4 156.8
Jun-95 5.6880 20.5625 15 304.8340 Jun 95 94.8 103.0 169.5
Jul-95 5.2500 21.2605 14 327.2410 Jul 95 87.5 106.5 181.9
Aug-95 4.0000 20.7708 13 333.8730 Aug 95 66.7 104.0 185.6
Sep-95 3.5000 20.5625 12 341.5500 Sep 95 58.3 103.0 189.9
Oct-95 3.6250 18.9166 11 339.5940 Oct 95 60.4 94.7 188.8
Nov-95 3.6250 17.7083 10 347.5680 Nov 95 60.4 88.7 193.2
Dec-95 3.7500 18.8541 9 345.7250 Dec 95 62.5 94.4 192.2
Jan-96 3.8750 19.4583 8 347.4500 Jan 96 64.6 97.5 193.2
Feb-96 4.7500 20.0208 7 360.6710 Feb 96 79.2 100.3 200.5
Mar-96 4.3750 20.1250 6 361.8700 Mar 96 72.9 100.8 201.2
Apr-96 4.5000 21.1660 5 391.8930 Apr 96 75.0 106.0 217.9
May-96 5.0000 21.0730 4 409.8870 May 96 83.3 105.5 227.9
Jun-96 5.5000 20.7291 3 391.4450 Jun 96 91.7 103.8 217.6
Jul-96 4.0000 20.0625 2 356.6430 Jul 96 66.7 100.5 198.3
Aug-96 4.5000 20.0416 1 376.5340 Aug 96 75.0 100.4 209.3
Sep-96 4.3750 20.8021 405.4910 Sep 96 72.9 104.2 225.4
Oct-96 3.7500 21.4688 401.0110 Oct 96 62.5 107.5 222.9
Nov-96 3.5000 21.7500 425.8020 Nov 96 58.3 108.9 236.7
Dec-96 3.7500 21.6667 425.4210 Dec 96 62.5 108.5 236.5
Jan-97 3.5000 22.6667 455.6590 Jan 97 58.3 113.5 253.3
Feb-97 3.2500 22.2292 430.4710 Feb 97 54.2 111.3 239.3
Mar-97 3.0000 22.3647 402.368 Mar 97 50.0 112.0 223.7
Apr-97 2.8750 21.9375 414.951 Apr 97 47.9 109.9 230.7
May-97 3.0000 23.1875 461.996 May 97 50.0 116.1 256.8
Jun-97 3.0000 24.7188 476.113 Jun 97 50.0 123.8 264.7
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. 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 1997 was
$145,000. 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.
The Company entered into an employment agreement with Mr. Crane,
effective October 16, 1995. The agreement provided that Mr. Crane would receive
an annual base salary of $126,000 per year and shall be entitled to receive a
bonus of up to 30% of his base salary. Mr. Crane's annual base salary in fiscal
1997 was $140,000. In addition, the agreement provides that if terminated
without just cause, Mr. Crane would be entitled to receive severance pay for the
six-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.
The Company entered into an employment agreement with Mr. Stajkowski,
dated October 2, 1996. The agreement provided that Mr. Stajkowski would receive
an annual base salary of $130,000 per year and shall be entitled to receive a
bonus of up to 30% of his base salary. The employment agreement may be
terminated by either party with advance written notice to the other party.
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 Exchange Act requires the Company's directors and
officers, and persons who own more than ten percent of the Company's Common
Stock, to file initial reports of ownership and reports of changes in ownership
of Common Stock with the SEC and the NASDAQ Stock Market. Officers, directors
and greater than ten percent stockholders are required by SEC 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 28, 1997, all Section 16(a)
filing requirements applicable to its officers, directors and ten percent
stockholders were complied with, except that Mr. Hinrichs, an executive officer
of the Company, did not file a Form 4 on a timely basis which contained a report
regarding the purchase of Common Stock of the Company.
CERTAIN TRANSACTIONS
Messrs. Rose and Lloyd serve on the Board of Directors of, and hold an
equity interest in Rostra. Mr. Strautnieks, the Chairman of Rostra, is a
director of the Company. During fiscal 1997 the Company paid $389,423 to Rostra
in management fees. Rostra has permitted Messrs. Rose and Lloyd to serve as the
Company's Chief Executive Officer and Chief Financial Officer, respectively. The
Company pays management fees as reimbursement to Rostra for the services
provided by Messrs. Rose and Lloyd. As of June 28, 1997, the Company owed Rostra
$179,190 for such fees.
10
<PAGE>
PROPOSAL NUMBER 2:
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of
Deloitte & Touche LLP as the Company's independent public accountants for the
fiscal year ending June 27, 1998, 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.
For ratification, this proposal will require the affirmative vote of
the holders of a majority of the shares of Common Stock represented at the
meeting in person or by proxy. If the resolution is rejected, or if Deloitte &
Touche LLP declines to act or becomes incapable of action, or if its employment
is discontinued, the Board of Directors will appoint other independent
accountants whose continued employment after the following Annual Meeting of
Stockholders will be subject to ratification by stockholders. The enclosed proxy
will be voted for ratification of Deloitte & Touche LLP unless the proxy holders
are otherwise instructed.
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 17,
1998, 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 $750 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
-------------------
WALTER E. ROSE
CHIEF EXECUTIVE OFFICER
October 14, 1997
Westport, Connecticut
11
<PAGE>
*******************************************************************************
APPENDIX
GIBRALTAR PACKAGING GROUP, INC.
P R O X Y 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
Trumbull Marriott Hotel, 180 Hawley Lane, Trumbull, Connecticut, on the 6th day
of November 1997 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>
<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>
<S> <C> <C>
David G. Chandler Edgar D. Jannotta, Jr. John W. Lloyd
Walter E. Rose Robert G. Shaw John D. Strautnieks
</TABLE>
<TABLE>
<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 [ ] [ ] [ ]
1998 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, 1997.
-------------------------------------
-------------------------------------
Signature(s)
Dated _________________________, 1997
(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.
