<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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CATALINA MARKETING CORPORATION
--------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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> 2
LOGO
NOTICE OF ANNUAL MEETING
TO BE HELD ON
JULY 18, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
CATALINA MARKETING CORPORATION, a Delaware corporation (herein called the
"Company"), will be held at the Teaneck Marriott at Glenpointe, 100 Frank W.
Burr Boulevard, Teaneck, NJ 07666 on July 18, 2000 at 9:00 AM (the "Annual
Meeting") for the following purposes:
1. To elect two Class III Directors;
2. To approve an amendment to the Company's Certificate
of Incorporation to increase the number of shares of common
stock, $.01 par value per share, which the Company is
authorized to issue from 50,000,000 shares to 150,000,000
shares;
3. To ratify and approve the Company's independent public
accountants for fiscal 2001; and
4. To consider and act upon any other matters which may
properly come before the Annual Meeting and any adjournment
thereof.
In accordance with the provisions of the Company's Bylaws, the Board
of Directors has fixed the close of business on May 30, 2000 as the record date
for the determination of the holders of Common Stock entitled to notice of and
to vote at the Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting will be
open for examination by any stockholder for any purpose germane to the meeting
during ordinary business hours for a period of 10 days prior to the Annual
Meeting at the offices of the Company, 11300 9th Street North, St. Petersburg,
Florida 33716, and will also be available for examination at the Annual Meeting
until its adjournment.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT. WE
INVITE ALL STOCKHOLDERS TO ATTEND THE ANNUAL MEETING. TO ENSURE THAT YOUR
SHARES WILL BE VOTED AT THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY VOTE IN PERSON, EVEN THOUGH YOU HAVE SENT IN YOUR
PROXY.
By Order of the Board of Directors,
/s/ Daniel D. Granger
----------------------------------------
Daniel D. Granger
Chief Executive Officer
IMPORTANT: Whether or not you plan to attend the meeting, you are requested to
complete and promptly return the enclosed proxy in the envelope provided.
St. Petersburg, Florida
June 16, 2000
<PAGE> 3
PROXY STATEMENT
CATALINA MARKETING CORPORATION
11300 9TH STREET NORTH
ST. PETERSBURG, FLORIDA 33716
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JULY 18, 2000
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of
Directors of CATALINA MARKETING CORPORATION, a Delaware corporation (the
"Company"), for use at the Company's 2000 Annual Meeting of Stockholders to be
held on July 18, 2000 at 9:00 AM at the Teaneck Marriott at Glenpointe, 100
Frank W. Burr Boulevard, Teaneck, NJ 07666, and at any and all adjournments or
postponements thereof (the "Annual Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting. Any stockholder has the power to revoke
his or her proxy at any time before it is voted. A proxy may be revoked by
delivering written notice of revocation to the Company at its principal office,
11300 9th Street North, St. Petersburg, Florida 33716, Attention: Corporate
Secretary, or by executing a subsequent proxy and presenting it at the meeting.
A proxy may also be revoked by the person who executed the proxy attending the
Annual Meeting and voting in person. In addition to this solicitation,
officers, directors and regular employees of the Company, who will receive no
additional compensation for their services, may solicit proxies by mail,
telegraph or personal calls. The Company may, but does not currently plan to,
engage a proxy solicitation firm in connection with the solicitation of
proxies. The expense of any such engagement is not expected to exceed $10,000.
All costs of solicitation will be borne by the Company. The Company has
requested brokers and nominees who hold stock in their name to furnish this
proxy material to their customers and the Company will reimburse such brokers
and nominees for their related out-of-pocket expenses. This Proxy Statement of
the Company will be mailed on or about June 16, 2000 to each stockholder of
record as of the close of business on May 30, 2000.
VOTING AT THE MEETING
The Company had 18,325,425 shares of Common Stock, par value $.01 per
share (the "Common Stock"), outstanding as of May 30, 2000. Holders of record
of shares of Common Stock at the close of business on May 30, 2000 will be
entitled to notice of and to vote at the Annual Meeting and will be entitled to
one vote for each such share so held of record. Holders of a majority of the
outstanding shares, if present in person or represented by proxy, will
constitute a quorum at the Annual Meeting. Abstentions and "broker non-votes"
(which occur if a broker or other nominee does not have discretionary authority
and has not received voting instructions from the beneficial owner with respect
to the particular item) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Directors will be elected
by a plurality vote of the shares present in person or by proxy at the Annual
Meeting and entitled to vote. Accordingly, abstentions and broker non-votes
will not have an effect on the outcome of the election of directors. The
amendment to the Company's Certificate of Incorporation will require the
affirmative vote of a majority of the shares outstanding. For such proposal,
abstentions and broker non-votes are counted for purposes of calculating shares
entitled to vote but are not counted as shares voting and therefore have the
effect of a vote against each such proposal. In all matters other than the
election of directors and the amendment to the Certificate of Incorporation,
the affirmative vote of the majority of shares present in person or by proxy at
the Annual Meeting and entitled to vote thereon is required. For such
proposals, abstentions are counted for purposes of calculating shares entitled
to vote but are not counted as shares voting and therefore have the effect of a
vote against each such proposal. Also, for these proposals, broker non-votes
are not counted as shares present at the meeting and entitled to vote and
therefore have no effect.
2
<PAGE> 4
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The persons named in the enclosed proxy will vote for the two nominees
named below under "Nominees for Directors" as the three Class III Directors,
unless instructed otherwise in the proxy. The persons receiving the greatest
number of votes, up to the number of directors to be elected, shall be the
persons elected as Class III Directors. Each Class III Director is to hold
office until the 2003 Annual Meeting of Stockholders and until his or her
respective successor is duly qualified and elected.
The names and certain information concerning the persons to be
nominated to become directors by the Board of Directors at the Annual Meeting
are set forth below. YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW UNDER "NOMINEES FOR
DIRECTORS." Although each of the persons nominated has consented to serve as a
director if elected and your Board of Directors has no reason to believe that
any of the nominees will be unable to serve as a director, if any nominee
withdraws or otherwise becomes unavailable to serve, the persons named as
proxies will vote for any substitute nominee designated by the Board of
Directors. The following information regarding the Company's directors
(including the nominees) and executive officers is relevant to your
consideration of the slate proposed by your Board of Directors.
DIRECTORS, EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES
The directors and nominees for director of the Company and executive
officers and other significant employees of the Company as of the date of this
Proxy Statement are as follows:
<TABLE>
<S> <C> <C>
George W. Off.................. 53 Chairman of the Board
Daniel D. Granger.............. 51 President, Chief Executive Officer and Director
Joseph P. Port................. 41 Senior Vice President and Chief Financial Officer
Michael G. Bechtol............. 43 President of Catalina Marketing Services Worldwide and
member of the Office of the President
David M. Diamond............... 41 Chief Vision Officer, President of Catalina Marketing
Emerging Businesses and member of the Office of the
President
Michael T. McClorey............ 40 President of Health Services Marketing and member of the
Office of the President
Susan M. Klug.................. 40 Chief Marketing Officer, President of Catalina Marketing
Solutions and member of the Office of the President
Frank H. Barker................ 69 Director
Frederick W. Beinecke.......... 57 Director
Patrick W. Collins............. 71 Director
Stephen I. D'Agostino.......... 66 Director
Evelyn Follit.................. 53 Director
Thomas W. Smith................ 72 Director
Michael B. Wilson.............. 63 Director
</TABLE>
The Board of Directors is divided into three classes, with each class holding
office for staggered three year terms. The terms of Class I Directors Frank H.
Barker, Patrick W. Collins and George W. Off expire in 2001, the terms of Class
II Directors Frederick W. Beinecke, Evelyn Follit and Thomas W. Smith expire in
2002 and the terms of Class III Directors Stephen I. D'Agostino, Daniel D.
Granger and Michael B. Wilson expire in 2000. Mr. Off has notified the Company
of his decision to resign as director of the Company effective as of the Annual
Meeting and Mr. D'Agostino is not standing for re-election when his term as
director expires effective at the Annual Meeting, and accordingly, the number
of authorized directors in the Company's Bylaws will be reduced to seven (from
nine). Effective as of the date of the Annual Meeting, Daniel D. Granger will
become the new Chairman of the Board of the Company. All executive officers of
the Company are chosen by the Board of Directors and serve at the Board's
discretion. No family relationships exist between any of the officers or
directors of the Company.
3
<PAGE> 5
On March 15, 2000, the Company loaned Mr. Bechtol $1.1 million, and on
April 14, 2000, the Company loaned Ms. Klug $1.1 million for relocation
purposes. The loans are payable on demand and interest accrues on Mr. Bechtol's
loan beginning on September 15, 2000 and on Ms. Klug's loan beginning on
October 14, 2000 at 6.5 percent per annum.
ATTENDANCE AT MEETINGS AND BOARD COMMITTEES
During the fiscal year ended March 31, 2000, the Board of Directors
held a total of eight meetings. Each member of the Board of Directors attended
at least 75% of the meetings of the Board and of the committees of which he or
she was a member.
The standing committees of the Board of Directors are the Compensation
Committee, the Director Grant Plan Committee, the Audit Committee and the
Nominating Committee.
The Compensation Committee, which met on six occasions in fiscal year
2000, is responsible for (i) reviewing and recommending to the Board of
Directors an integrated compensation and incentive program for all levels of
management; (ii) reviewing, approving and recommending to the Board of
Directors other employee compensation plans; and, (iii) reviewing and approving
compensation plans for members of the Board of Directors. In addition, the
Compensation Committee is responsible for: (a) granting options to purchase
Company stock pursuant to the Company's 1999 Stock Option Plan; (b) determining
the number of shares subject to options granted and the exercise price per
share; and (c) administering such plans pursuant to their terms. Also, the
Compensation Committee has full and exclusive discretionary authority to (1)
construe, interpret and apply the terms of the Company's Employee Payroll
Deduction Stock Purchase Plan; (2) determine eligibility and adjudicate all
disputed claims under such Plan; and (3) administer such Plan in accordance
with its terms. The Compensation Committee currently consists of Frederick W.
Beinecke as chairman, Patrick W. Collins and Michael B. Wilson.
The Director Grant Plan Committee, which did not meet in fiscal year
2000, is responsible for administering the 1992 Director Grant Plan pursuant to
its terms. Effective as of May 1, 2000, the Director Grant Plan Committee
consists of Daniel D. Granger as chairman and Thomas W. Smith.
The Audit Committee, which met on four occasions in fiscal year 2000,
is responsible for: (i) reviewing the Company's financial results and the scope
and results of audits; (ii) evaluating the Company's system of internal
controls and meeting with independent auditors and appropriate Company
financial and auditing personnel concerning the Company's system of internal
controls; (iii) recommending to the Board of Directors the appointment of the
independent auditors; and (iv) evaluating the Company's financial reporting
activities and the accounting standards and principles followed. Effective as
of May 1, 2000, the Audit Committee consists of Thomas W. Smith as chairman,
Frank H. Barker and Evelyn Follit.
The Nominating Committee, which met on six occasions in fiscal year
2000, is responsible for recommending qualified candidates for election as
directors of the Company, including the slate of directors which the Board of
Directors proposes for election by stockholders at each annual meeting, and for
making recommendations to the Board of Directors concerning the structure and
membership of the committees of the Board of Directors. In carrying out its
functions in regard to Board membership, the Committee will consider nominees
recommended by stockholders upon written submission of pertinent data to the
attention of the Corporate Secretary. Such data should include complete
information as to the identity of the proposed nominee, including name,
address, present and prior business and/or professional affiliations, education
and experience, particular field or fields of expertise, and the reasons why,
in the opinion of the recommending stockholder, the proposed nominee is
qualified and suited to be a director of the Company as well as what particular
contribution to the success of the Company such person could be expected to
make. Effective as of May 1, 2000, the Nominating Committee consists of Frank
H. Barker as chairman, Frederick W. Beinecke and Daniel D. Granger.
4
<PAGE> 6
NOMINEES FOR DIRECTORS
The following two persons will be placed in nomination for election to
the Board of Directors as Class II Directors. The shares represented by the
proxy cards returned will be voted FOR the election of these nominees unless
otherwise stated in the proxy.
Daniel D. Granger became President and Chief Executive Officer of the
Company in July 1998 and has served as a director of the Company since April
1998. Prior to becoming President and Chief Executive Officer, Mr. Granger
served as the Company's President and Chief Operating Officer from April 1998
to July 1998 and as President of Catalina Marketing Services since January 1996
until April 1998. He also served as Executive Vice President, Sales of the
Company from January 1996 until April 1998. Prior to January 1996, Mr. Granger
had been employed with the Company for eight years, serving as Chief Executive
Officer and President of Catalina Electronic Clearing Services, then an
operating unit of the Company. Effective as of the date of the Annual Meeting,
Mr. Granger will become the Chairman of the Board of Directors.
Michael B. Wilson was elected as a director of the Company in January
1993, and has performed consulting work for the Company since 1998. He was Vice
President, Sales and Marketing, Consumer and Commercial Paper Products, for
Georgia-Pacific Corporation until his retirement in September 1992.
OTHER DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
George W. Off, one of the Company's founders, became the Chairman of
the Company in July 1998. Prior to becoming Chairman, Mr. Off was the President
and Chief Executive Officer from July 1994 until July 1998, after serving as
its Chief Operating Officer from October 1992 until July 1994 and as the
Company's Executive Vice President from April 1990 to October 1992. Mr. Off was
re-elected as a director of the Company in October 1992 after serving in that
capacity from 1983 until January 1990. Mr. Off is also a director of Telephone
and Data Systems, Inc., a Delaware corporation and Source Information
Management Company, a Missouri corporation. Mr. Off plans to retire as the
Chairman of the Board and as a director of the Company effective as of the date
of the Annual Meeting.
Joseph P. Port has served as Senior Vice President and Chief Financial
Officer of the Company since April 1999. Prior to joining the Company, Mr. Port
served as Vice President of Finance and Corporate Controller for Kaydon
Corporation, a precision industrial manufacturing company. Prior to his
employment with Kaydon Corporation, Mr. Port was a corporate controller for
GATX Logistics, Inc. Prior to that position, Mr. Port served in various
financial and accounting positions during ten years with Harris Corporation and
as a certified public accountant with KPMG Peat Marwick, LLP.
Michael G. Bechtol has served as President of Catalina Marketing
Services Worldwide, an operating unit of the Company, and as a member of the
Office of the President, since February 2000. Prior to his appointment as
President of Catalina Marketing Services Worldwide, he served as Executive Vice
President and President of Catalina Marketing Services since October 1998.
Prior to that, Mr. Bechtol was the Executive Vice President, Retail of Catalina
Marketing Services, from April 1998 until October 1998. In his capacity as
President of Catalina Marketing Services Worldwide, Mr. Bechtol directs all
management activities for the Company's core business throughout the world. Mr.
Bechtol has been employed by the Company in various capacities since 1986.
David M. Diamond has served as President of Catalina Marketing
Emerging Business, an operating unit of the Company, and as a member of the
Office of the President, since February 2000 and as Chief Vision Officer of the
Company since October 1998. Mr. Diamond had previously served as Executive Vice
President of the Company from October 1998 to February 2000 and as Executive
Vice President, Marketing and New Applications of Catalina Marketing Services,
from January 1997 to October 1998. Prior to joining the Company, Mr. Diamond
was a marketing consultant from 1993 to 1996, served as President and Chief
Executive Officer of Lamaze Publishing Company from 1991 to 1992, and was
Senior Vice President of New Products with ActMedia from 1988 to 1991.
Michael T. McClorey has served as President of Health Services
Marketing, an operating unit of the Company, and as a member of the Office of
the President since February 2000. Prior to his appointment as President of
Health Services Marketing, Mr. McClorey served as President of Health Resource
Publishing
5
<PAGE> 7
Company, a subsidiary of the Company, from April 1995 to February 2000. Mr.
McClorey joined the Company in 1986 and has served in a variety of sales and
retail management positions for the Company, most recently as a senior vice
president.
Susan M. Klug has served as Chief Marketing Officer, Member of the
Office of the President and President, Catalina Marketing Services since April
2000. Prior to accepting her current position with the Company, Ms. Klug served
as Senior Vice President, Sales and Marketing for Albertsons/Lucky Stores from
February 1998 to February 2000, and as Senior Vice President, Sales and
Marketing for The Vons Company from October 1994 to October 1997. Ms. Klug
worked for Catalina in various roles in sales and marketing from May 1989 to
October 1994.
Frank H. Barker, who was elected as a director of the Company in
January 1996, served as President and Chief Executive Officer of US
Dermatologics, Inc. from October 1997 until February 1999. He is currently the
chairman of the board of directors of US Dermatologics, Inc. Until his
retirement in January 1996, Mr. Barker served as Corporate Vice President
responsible for public relations and government affairs and Company Group
Chairman responsible for the ophthalmic business and the health
promotion/disease prevention business of Johnson & Johnson. Prior to his
retirement, Mr. Barker had been employed by Johnson & Johnson for more than
thirty years. Mr. Barker is also a director of Aradigm Corporation, a
corporation engaged in the development of pulmonary drug delivery systems.
Frederick W. Beinecke was elected as a director of the Company in
January 1993, and also served as a director of the Company from 1985 until
January 1990. He has been the President of Antaeus Enterprises, Inc. (a venture
capital and marketable securities investment company) since 1982. Mr. Beinecke
is also a director of several private companies.
Patrick W. Collins was elected as a director of the Company in July
1994. Until his retirement in March 1994, Mr. Collins was the Vice Chairman and
Chief Operating Officer of Ralphs Grocery Company. Mr. Collins was also a
director of Ralphs Grocery Company from 1988 until March 1994, and was the
President of Ralphs Grocery Company from February 1976 until March 1994. Mr.
Collins is also a director of Bristol Farms, Inc., a supermarket chain based in
Southern California.
Thomas W. Smith was elected as a director of the Company in July 1994.
Mr. Smith founded and has been Managing Partner of Prescott Investors, a
private investment partnership, since 1973. Mr. Smith is on the board of
directors of MacDermid, Inc., a distributor of specialty chemicals.
Evelyn Follit was elected as a director of the Company in February
2000. From October 1999 to present, Ms. Follit has been employed by the Tandy
Corporation as the Senior Vice President and Chief Information Officer. From
October 1996 to March 1997, Ms. Follit was the Vice President of
Operations/Engineering for ACNielsen, and from October 1984 to September 1996,
she was the Global Planning and Technology Leader at Dun and Bradstreet.
Stephen I. D'Agostino was elected as a director of the Company in
February 1988. Mr. D'Agostino is a consumer marketing consultant and was
Chairman of Lord Capital Corporation, an investment bank, from January 1989 to
December 1991 and Chairman of Texas State Optical Corp., an optical stores
franchiser, from August 1990 to December 1991. Mr. D'Agostino plans to retire
as a director of the Company effective as of the date of the Annual Meeting.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2000, certain
information regarding the ownership of Common Stock of each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of the Company's Common Stock, each of its directors and executive
officers and all directors and executive officers as a group.
6
<PAGE> 8
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
OFFICERS, DIRECTORS AND --------------------
5 PERCENT STOCKHOLDERS NUMBER PERCENT
---------------------- ------ -------
<S> <C> <C>
T. Rowe Price Associates (2)............................................. 2,277,150 12.5%
100 E. Pratt Street
Baltimore, MD 21202
General Electric Company (3)............................................. 1,381,524 7.6%
3135 Easton Turnpike
Fairfield, Connecticut 06431
William Blair & Company, L.L.C........................................... 1,338,270 7.3%
222 West Adams Street
Chicago, IL 60606
Frederick W. Beinecke (4)................................................ 1,092,923 5.9%
c/o Antaeus Enterprises Inc.
99 Park Avenue, Suite 2200
New York, NY 10016
Antaeus Enterprises, Inc. (4)............................................ 1,011,794 5.5%
99 Park Avenue, Suite 2200
New York, NY 10016
Thomas W. Smith (5)...................................................... 983,924 5.4%
323 Railroad Avenue
Greenwich, CT 06830
Daniel D. Granger........................................................ 251,677 1.4%
David M. Diamond (6)..................................................... 111,028 *
Michael G. Bechtol....................................................... 100,358 *
Stephen I. D'Agostino (7)................................................ 82,844 *
George W. Off............................................................ 54,782 *
Michael T. McClorey (8).................................................. 20,908 *
Michael B. Wilson........................................................ 6,430 *
Patrick W. Collins(9).................................................... 3,342 *
Joseph P. Port........................................................... 36,000 *
Frank H. Barker (10)..................................................... -0- *
Evelyn Follit............................................................ -0- *
Susan M. Klug............................................................ -0- *
All directors and executive officers as a group (14 persons)............. 2,744,216 15.1%
</TABLE>
--------------
* Amount represents less than 1% of the Company's Common Stock.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting
power or investment power with respect to securities. Shares of Common
Stock subject to options currently exercisable or exercisable within
60 days are deemed outstanding for computing the percentage ownership
of the person holding the options but are not deemed outstanding for
computing the percentage ownership of any other person. Such shares
are included for Messrs. Off --37,760, Granger-- 217,500, Bechtol --
74,250, Diamond -- 108,750, McClorey - 10,000, Port - 36,000 and all
directors and executive officers as a group--484,260, all of which
options are exercisable within 60 days of March 31, 2000. The
beneficial ownership reported above does not include phantom stock
units (each unit being the non-voting economic equivalent to one share
of Common Stock) held by certain officers and directors of the Company
under the Catalina Marketing Corporation Deferred Compensation Plan as
follows: Messrs. Barker -- 5,047.98 units, Granger -- 45.82 units,
Collins -- 4,000 units, D'Agostino -- 1,255.51 units, Off --
145,252.88 units, Smith -- 4,979.31 units and Wilson -- 3,415.42
units. Information with respect to beneficial owners of more than five
percent of the outstanding shares of
7
<PAGE> 9
the Company's Common Stock is provided based on Schedules 13G or 13D
filed by such persons or more recent information provided by such
persons.
(2) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment advisor with power to direct
investments and/or power to vote the securities. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.
(3) These securities are deemed beneficially owned by General Electric
Company ("GE"), its subsidiaries General Electric Investment
Corporation ("GEIC"), GE Asset Management Incorporated ("GEAMI") and
the trustees of the General Electric Pension Trust. GEIC is a
registered investment advisor and acts as investment manager of the
General Electric Pension Trust and as investment advisor to certain
other entities and accounts and thus may be deemed to share voting or
investment authority with respect to shares held by them. GEAMI is a
registered investment advisor which acts as investment advisor for
certain entities and accounts and may be deemed to be the beneficial
owner of certain shares owned by such entities or accounts. GE and its
subsidiaries and affiliates expressly disclaim that they are members
of a group. GE further disclaims beneficial ownership of all
securities listed.
(4) Frederick W. Beinecke, a director of the Company, is the President and
a director of Antaeus Enterprises, Inc. ("Antaeus"). Mr. Beinecke is
also a beneficiary of a trust that is one of four trusts, each of
which owns 25% of Antaeus, resulting in the attribution of beneficial
ownership to Mr. Beinecke of the shares held by Antaeus. The shares
listed for Mr. Beinecke include 28,729 shares owned directly by him,
1,009,194 shares held by Antaeus and 55,000 shares held by a trust for
his benefit. Antaeus and Mr. Beinecke may be deemed to be part of a
group, together with a trust, which group would beneficially own
1,092,923 shares constituting approximately 5.9% of the Company's
outstanding shares. Except for the shares owned directly by each of
them, Antaeus and Mr. Beinecke disclaim beneficial ownership of all
shares.
(5) Shares listed for Mr. Thomas W. Smith, a director of the Company,
include 100,884 shares owned directly by Mr. Smith, 421,000 shares
held by Idoya Partners, a limited partnership of which Mr. Smith is
general partner, 374,000 shares held by Prescott Associates, a limited
partnership of which Mr. Smith is general partner, 22,000 shares held
by Prescott International Partners, a limited partnership of which Mr.
Smith is general partner, 23,500 held by Mr. Smith's wife and various
other family members, with respect to which he shares voting power,
16,140 shares held in accounts for Mr. Smith's children over which he
has sole voting and investment authority, and 26,400 shares held by
Prescott Investors profit sharing account for which Mr. Smith is
trustee.
(6) In addition to the shares listed, Mr. Diamond beneficially owns 61,576
shares of common stock of SuperMarkets Online, Inc. a subsidiary of
the Company, which were received by Mr. Diamond while he was a
consultant to the Company prior to his joining the Company.
(7) Shares listed for Mr. D'Agostino include 1,900 shares held in an IRA
account by his wife. Mr. D'Agostino disclaims beneficial ownership of
such shares.
(8) In addition to the shares listed, Mr. McClorey beneficially owns
132,187 shares of common stock and 97,187 options to purchase common
stock of Health Resource Publishing Company, a subsidiary of the
Company which were part of the Health Services Marketing unit. Mr.
McClorey received these securities while he was the President and
Chief Executive Officer of Health Resource Publishing Company.
(9) Shares listed for Patrick W. Collins, a director of the Company,
include 442 shares owned directly by Mr. Collins, and 2,900 options
currently exercisable or exercisable within 60 days held by Mr.
Collins' son. Mr. Collins disclaims beneficial ownership of such
options.
(10) In addition to the shares listed, Mr. Barker beneficially owns options
to purchase 6,250 shares of common stock of Health Resource Publishing
Company, a subsidiary of the Company, which were received by Mr.
Barker while he was a director of Health Resource Publishing Company.
8
<PAGE> 10
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and 10% stockholders to file reports regarding initial
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Executive officers, directors and 10%
stockholders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. The
Company's information regarding compliance with Section 16(a) is based solely on
a review of the copies of such reports furnished to the Company by the Company's
executive officers, directors and 10% stockholders. The Company is not aware of
any noncompliance with the requirements of Section 16(a) to file reports during
the Company's last fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between the Board of Directors or
Compensation Committee and the Board of Directors or Compensation Committee of
any other company, nor has any such interlocking relationship existed in the
past.
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
(PROPOSAL 2)
The Board of Directors believes that it is in the Company's best
interest to amend the Company's Certificate of Incorporation to increase the
number of shares of common stock, $.01 par value per share the Company is
authorized to issue from 50,000,000 to 150,000,000.
As of May 30, 2000 approximately 18,325,425 shares of the Company's
50,000,000 currently authorized common shares were issued and outstanding. Of
the remaining authorized shares, approximately 3,831,441 were reserved for
issuance in connection with the Company's stock-based compensation plan.
The current number of authorized shares of common stock that are not
outstanding or reserved is not sufficient to enable the Company to complete a
3-for-1 stock split that had been unanimously approved by the Board of
Directors. That stock split, to be effected in the form of a stock dividend, was
declared by the Board of Directors on April 27, 2000, with a record date of July
26, 2000 and a payment date of August 17, 2000, subject to the adoption of this
proposal by the stockholders.
If this proposal is approved, all or any of the authorized shares may
be issued without further stockholder action (unless such approval is required
by applicable law or regulatory authorities) and without first offering those
shares to the stockholders for subscription. The issuance of shares otherwise
than on a pro-rata basis to all stockholders would reduce the proportionate
interest in the Company of each stockholder.
The Company has not proposed the increase in the authorized number of
shares with the intention of using the additional shares for anti-takeover
purposes, although the Company could theoretically use the additional shares to
make more difficult or to discourage an attempt to acquire control of the
Company.
If this proposal is approved, Section A of Article Fourth of the
Certificate of Incorporation will be amended by deleting Section A of Article
Fourth and restating the Section in its entirety as follows:
A. The Corporation is authorized to issue two classes of Shares
designated "Common Stock" and "Preferred Stock," respectively. The number of
shares of Common Stock authorized to be issued is 150,000,000 shares, par value
$.01 per share, and the number of shares of Preferred Stock authorized to be
issued is 5,000,000, par value $1.00 per share.
The Board of Directors has unanimously adopted resolutions setting
forth the proposed amendment to the Certificate of Incorporation, declaring its
advisability and directing that the proposed amendment be submitted to the
9
<PAGE> 11
shareowners for their approval at the Annual Meeting. If approved by the
stockholders, the amendment will become effective upon filing of an appropriate
certificate with the Secretary of State of the State of Delaware.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 3)
The Board of Directors has selected Arthur Andersen LLP to audit the
financial statements of the Company for the year ending March 31, 2001. Arthur
Andersen LLP has audited the Company's financial statements since 1985. The
persons named in the enclosed proxy will vote shares represented by proxies
returned to the Company FOR the proposal unless instructed otherwise in the
proxy.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY AND APPROVE THE SELECTION OF THE ACCOUNTING FIRM ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2001.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to any questions and to make a statement on behalf of his
firm, if he so desires.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not
aware of any matters other than those set forth herein and in the Notice of
Annual Meeting that will come before the meeting. Should any other matters arise
requiring the vote of stockholders, it is intended that proxies will be voted in
respect thereto in accordance with the best judgment of the person or persons
voting the proxies.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed of
Messrs. Beinecke as chairman, Collins and Wilson, all of whom are independent
directors. The Committee is responsible to the Board and indirectly to
stockholders for assuring that:
1. The Company's human resource policies are effective in attracting,
retaining and developing outstanding executive talent;
2. The Company has succession plans for senior management positions;
3. The Company's total compensation program supports the Company's
business goals and strategies, reinforces desired corporate behaviors,
and properly recognizes performance; and
4. The Company's compensation levels are internally equitable and
externally competitive.
The Committee sets compensation policies designed to maintain a strong
relationship between performance and rewards, to align the interests of the
executive officers with those of the stockholders and to actively encourage
ownership of the Company's Common Stock. The Compensation Committee's actions
with regard to executive officers who are members of the Board of Directors are
subject to Board approval.
10
<PAGE> 12
EXECUTIVE COMPENSATION POLICY
The Company's compensation program is designed to attract, motivate,
reward and retain the management talent required to achieve aggressive corporate
growth and profitability objectives, and thereby increase stockholder value. It
is the Company's policy to provide conservatively competitive base salaries to
attract and retain highly capable managers, attractive annual incentive bonuses
to encourage and reward achievement of the Company's annual growth and
profitability goals, and significant equity opportunities to align the interests
of management with those of stockholders.
Because of the unique position the Company occupies within its market
sector, there are few peer companies with which the Company can compare its
management compensation. Consequently, the Compensation Committee does not rely
solely on competitive surveys to set management compensation levels. However,
the Compensation Committee does review the executive compensation levels in
other publicly held growth companies in related and other industries, and
obtains advice from independent consultants as to the Company's pay practices
and levels.
The tax deductibility of a senior executive's compensation is limited
to $1 million a year unless such compensation is "performance based" or meets
other exemptions under the Code. It is the Company's policy to structure and
administer its compensation program for executives to maximize the tax
deductibility of executive compensation, unless there are other countervailing
factors.
EXECUTIVE COMPENSATION PROGRAM
The principal elements of the executive compensation program are base
salary, annual incentive bonuses and stock options. Key management personnel
receive each element of compensation in various combinations, with the portion
of total compensation provided by annual incentive bonuses and stock options
increasing at higher management levels.
Base Salaries
The Compensation Committee reviews the salaries paid to the Company's
executive officers and considers increases based on several factors, including
competitive compensation data, individual performance, internal relationships
and the performance and prospects of the Company.
Annual Incentive Bonuses
Annual incentive bonuses are awarded to the Company's management under
the annual management incentive plan. Bonuses are set as a target percentage of
salary by management level and are earned based on individual and Company
performance in relation to financial objectives set by the Compensation
Committee and non-financial objectives established by senior management. Bonus
targets range from 16% up to 64% of base salary. Cash payments under the annual
management incentive plan ranged from 5% to 87% of individual employee's base
salary for fiscal 2000, with the exception of Messrs. Bechtol and Diamond, who
had specific, individual performance based incentive plans.
Bonuses paid for fiscal year 2000 were greater than bonuses paid for
fiscal year 1999. The Compensation Committee's aggressive goals for the
management of the Company for fiscal year 2000 were substantially achieved.
Examples of the Company's performance include a 33% increase in revenue and a
34% increase in earnings per share for fiscal year 2000 over the prior year.
Stock Options
Annual stock option grants are recommended by the Chief Executive
Officer and are reviewed and approved by the Compensation Committee. Grants are
based on several factors, including an evaluation of individual performance,
tenure with the Company and management level. Special grants are considered to
attract experienced managers to join the Company. The Compensation Committee
believes that employee stock options are highly important to retain key
employees and in aligning employee interests with the stockholders' interests.
11
<PAGE> 13
On April 27, 2000, the Board, upon a proposal set forth by the
Compensation Committee, approved the grant of 230,000 performance vesting stock
options pursuant to the 1999 Stock Option Plan. The purpose of these grants were
to align the interests of senior management with the interests of the
stockholders of the Company by increasing management's ownership of the Company.
The options granted vest upon the eighth anniversary of the date of the grant;
however, such options shall vest earlier if and upon the achievement of certain
earnings per share targets. The Compensation Committee believes that such
performance vesting options represent an appropriate means of motivating senior
management. Although the Compensation Committee does not anticipate granting
such a large number of performance vesting options on a regular basis, the
Compensation Committee will consider additional grants of performance vesting
stock options as it shall deem advisable to further the purpose of aligning the
interests of the Company's management and its stockholders.
COMPENSATION COMMITTEE DECISIONS AFFECTING CHIEF EXECUTIVE OFFICER'S
COMPENSATION
Effective May 8, 1999, Mr. Granger's base salary was increased by
approximately 8.7%. Mr. Granger's salary level was determined based on his
performance and contribution to the Company's performance as evaluated by the
Compensation Committee.
Mr. Granger's bonus for fiscal 2000 was determined by the Compensation
Committee based on specific financial and non-financial performance goals. Mr.
Granger's incentive bonus was $400,000 for fiscal 2000, 80% of his salary, which
was based upon the Compensation Committee's evaluation of his performance and
contribution to the Company's achievements in fiscal 2000, in which increases in
revenue, net income and earnings per share were 33%, 37% and 34% respectively,
over the prior year. Mr. Granger's annual compensation for fiscal 2000 (salary
paid and bonus earned) was 39% higher than his annual compensation for the prior
year.
Respectfully submitted,
Frederick W. Beinecke
Patrick W. Collins
Michael B. Wilson
12
<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS AND NON-EMPLOYEE DIRECTORS
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(a) BONUS OPTIONS GRANTED COMPENSATION(b)
--------------------------- ------ --------- ------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
George W. Off (c) 2000 306,939 179,088 0 12,106
Chairman of the Board (July 1998 to 1999 418,159 177,284 32,400 13,879
present) and Director 1998 400,010 137,000 50,000 226,991
Daniel D. Granger (d) 2000 461,941 400,000 0 16,373
President and Chief Executive 1999 364,243 192,965 345,000 10,981
Officer (July 1998 to present) 1998 257,289 75,000 30,000 45,249
and Director
Michael G. Bechtol (e) 2000 246,925 421,070 0 26,814
President, Catalina Marketing 1999 287,324 320,000 170,000 5,183
Services Worldwide (February 1998 408,972 102,000 15,000 12,774
2000 to present)
David M. Diamond (f) 2000 247,077 428,875 0 6,177
President, Catalina Marketing 1999 208,762 320,088 173,000 5,219
Emerging Business (February 2000 1998 199,992 226,148 11,000 5,000
to present) and Chief Vision
Officer (October 1998 to present)
Michael T. McClorey (g) 2000 259,462 108,647 0 10,927
President, Health Services Marketing 1999 244,496 177,630 25,000 7,785
(February 2000 to present) and 1998 217,790 66,660 0 7,120
President of Health Resource
Publishing Company (April 1995
to present)
</TABLE>
(a) Salary includes all before-tax contributions by the employee to the
Company's Deferred Compensation Plan.
(b) Other compensation includes Company matching contributions and all earnings
(vested and non-vested) under the Company's Deferred Compensation Plan and
401(k) plan, reimbursement for moving expenses and severance payments.
(c) Mr. Off served as President and Chief Executive Officer of the Company from
July 1994 until July 1998.
(d) Mr. Granger served as the President and Chief Operating Officer from April
1998 to July 1998 and as President of Catalina Marketing Services from
January 1996 until April 1998.
(e) Mr. Bechtol served as Executive Vice President and President of Catalina
Marketing Services since October 1998, as the Executive Vice President,
Retail of Catalina Marketing Services from April 1998 until October 1998 and
has been employed by the Company in various capacities since 1986. Salary
includes commissions of $80,000 for 1999 and $208,959 for 1998. Mr. Bechtol
participated in specific performance based incentive plans in addition to
the annual management incentive plan.
13
<PAGE> 15
(f) Mr. Diamond joined the Company in January 1997. Mr. Diamond served as
Executive Vice President of the Company from October 1998 to February 2000
and as Executive Vice President, Marketing and New Applications, Catalina
Marketing Services from January 1997 until October 1998. Mr. Diamond
participated in specific performance based incentive plans in addition to
the annual management incentive plan.
(g) Mr. McClorey joined the Company in 1986 and has served in a variety of sales
and retail management positions for the Company, most recently serving as
President of Health Resource Publishing Company, a subsidiary of the
Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM($)
Numbers of --------------------------
Securities % of Total
Underlying Option Granted Exercise Expiration
Options Granted to Employees Price($) Date 5% 10%
--------------- -------------- -------- ---------- --- ---
<S> <C> <C> <C> <C> <C> <C>
George W. Off 0 0 N/A N/A N/A N/A
Daniel D. Granger 0 0 N/A N/A N/A N/A
Michael G. Bechtol 0 0 N/A N/A N/A N/A
David M. Diamond 0 0 N/A N/A N/A N/A
Michael T. McClorey 0 0 N/A N/A N/A N/A
</TABLE>
OPTION EXERCISES AND YEAR END VALUE TABLE
<TABLE>
<CAPTION>
AT FISCAL YEAR END
-----------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS($)(b)
ACQUIRED ON VALUE --------------------------- ----------------------------
EXERCISE(a) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George W. Off 68,400 4,751,198 0 80,080 0 4,121,399
Daniel D. Granger 0 0 70,000 355,000 4,328,594 14,168,281
Michael G. Bechtol 20,491 2,809,632 0 179,000 0 6,821,406
David M. Diamond 0 0 38,750 195,250 2,005,703 7,485,484
Michael T. McClorey 730 70,688 0 25,000 0 881,250
</TABLE>
(a) The number of shares acquired is net of shares which were withheld to pay
taxes or to pay the exercise price and does not reflect shares the receipt
of which was deferred pursuant to the Company's Deferred Compensation Plan,
which are now held as phantom units. To acquire the shares listed, Messrs.
Off , Bechtol and McClorey exercised options to purchase 120,600 and 28,150
and 1,000 shares, respectively.
(b) The closing price of the Company's Common Stock was $101.25 per share on
March 31, 2000, the last business day of the fiscal year.
14
<PAGE> 16
COMMON STOCK PRICE PERFORMANCE GRAPH
The following graph compares the Company's cumulative total return to
stockholders since March 31, 1995 with that of the New York Stock Exchange Index
and a peer group consisting of those public companies traded on an exchange and
listed under the Standard Industry Classification (S.I.C.) Code 731 for
Advertising, and other related S.I.C. Codes. The peer group is made up of:
Acxiom Corporation, Advo, Inc., Cendant Corporation, Concord EFS, Inc., Dun &
Bradstreet Corporation, Grey Advertising, Inc., Information Resources, Inc.,
Quick Response Services, Inc., Spar Group, Inc. and Valassis Communications,
Inc.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
CATALINA MARKETING CORPORATION,
NYSE MARKET INDEX AND PEER GROUP INDEX(1).
[Graph of the Company's cumulative total return to stockholders]
<TABLE>
<CAPTION>
3/31/95 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00
<S> <C> <C> <C> <C> <C> <C>
Catalina Marketing Corp 100 157 157 212 346 408
NYSE MKT Valuation Index 100 131 153 222 238 257
Peer Group Index 100 117 138 237 159 168
-----------------
</TABLE>
(1) Assumes $100 invested on March 31, 1995, in Catalina Marketing Corporation
at a closing price of $24.8125 on such date, the New York Stock Exchange and
the peer group defined. Historical results are not necessarily indicative of
future performance.
CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into Change of Control Severance Agreements
with certain of its executive officers and directors (the "Executives"). The
Severance Agreements provide that if an Executive's employment is terminated by
the Company or if an Executive resigns for "good reason" (which includes, among
other things, a reduction in base salary or a reduction in the Executive's
title, position or responsibility) within two years after a change in control,
such Executive will receive severance benefits. The Executives will also be
entitled to severance benefits if after a "potential change in control" (which
include, among other things, the Company entering into an agreement that results
in a change of control) but before a change of control actually occurs, an
Executive's employment is terminated by the Company or an Executive resigns for
good reason. The severance benefit includes a cash lump-sum payment equal to a
multiple (the "Severance Multiple") of the Executive's annual compensation then
in effect. In addition, the Executive will receive a cash lump sum payment equal
to the sum of any unpaid incentive compensation that has been allocated or
awarded under any bonus or compensation plan. The Executive will also be
entitled to life, disability, accident and health insurance benefits provided to
the Executive and Executive's spouse and dependents for a specified number of
years ("Benefit Years") from the date that Executive is entitled to receive
severance benefits. If any of the Executive's severance benefits are parachute
payments as defined under the Internal Revenue Code, the Company has agreed to
make additional payments to such Executive to compensate such Executive for his
or her additional tax obligations.
The Company has entered into Severance Agreements with Messrs. Granger,
Off, McClorey, Bechtol, Diamond, Port and Ms. Klug. The Severance Multiple and
Benefit Years is 3.0 for Mr. Granger, 2.5 for Messrs. McClorey, Bechtol,
Diamond, Off and Ms. Klug, and 2.0 for Mr. Port.
15
<PAGE> 17
NON-EMPLOYEE DIRECTOR COMPENSATION
In addition to grants made pursuant to the Company's 1992 Director
Stock Grant Plan, non-employee directors receive $1,500 per day for each one day
Board meeting attended in person. Non-employee directors also receive $500 per
day for each committee meeting attended in person in conjunction with a Board
meeting and $1,500 per day for each committee meeting attended in person not in
conjunction with a Board meeting. The Chairman of each committee receives $3,000
annually. Also, non-employee directors receive a fee of $300 for each telephonic
Board or committee meeting of less than one hour, or a fee of $1,500 for such
telephonic meetings which are in excess of one hour. All expenses in connection
with attendance at such meetings are paid by the Company. Also, upon each
election or reelection of a non-employee director such director receives an
aggregate of 2,000 restricted shares of Common Stock pursuant to the Company's
1992 Director Stock Grant Plan, as amended.
FUTURE STOCKHOLDER PROPOSALS
The Company must receive at its principal office appearing on the front
page of this Proxy Statement before February 16, 2001, any proposal which a
Stockholder wishes to submit to the 2001 Annual Meeting of Stockholders, if the
proposal is to be considered by the Board of Directors for inclusion in the
proxy materials for that annual meeting.
Please return your proxy as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the meeting, no business can be transacted. Therefore, please be
sure to date and sign your proxy exactly as your name appears on your stock
certificate and return it in the enclosed prepaid return envelope. Please act
promptly to ensure that you will be represented at this important meeting.
THE COMPANY WILL PROVIDE WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE ANNUAL MEETING OF
STOCKHOLDERS, A COPY WITHOUT EXHIBITS OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED MARCH 31, 2000. REQUESTS SHOULD BE MAILED TO THE SECRETARY, CATALINA
MARKETING CORPORATION, 11300 9TH STREET NORTH, ST. PETERSBURG, FLORIDA 33716.
THE ANNUAL REPORT ON FORM 10-K IS NOT SOLICITING MATERIAL AND IS NOT
INCORPORATED IN THIS DOCUMENT BY REFERENCE.
By Order of the Board of Directors,
/s/ Daniel D. Granger
-----------------------------------
Daniel D. Granger
Chief Executive Officer
June 16, 2000
16
<PAGE> 18
APPENDIX A
CATALINA MARKETING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JULY 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy card states the following:
The undersigned, having received the Notice of Annual Meeting of Stockholders
and the Proxy Statement furnished therewith, hereby appoints Daniel D. Granger
and Barry A. Brooks as Proxies, each with the power to appoint his/her
substitute, and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of Common Stock of Catalina Marketing
Corporation (the "Company") held of record by the undersigned on May 30, 2000,
at the Annual Meeting of Stockholders to be held at the Teaneck Marriott at
Glenpointe, 100 Frank W. Burr Boulevard, Teaneck, N.J. 07666, on Tuesday, July
18, 2000 and at any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES LISTED BELOW AND FOR EACH OF THE PROPOSALS
LISTED BELOW.
<TABLE>
<S> <C> <C> <C>
1. Election of Class III Directors Daniel D. Granger and
Michael B. Wilson. For Withheld
/ / / /
INSTRUCTION: To withhold authority to vote for an individual
nominee, write the nominee's name in the space provided:
2. Proposal to ratify and approve the selection of Arthur
Andersen LLP as the Company's Independent public
accountants for fiscal 2001.
For Against Abstain
/ / / / / /
3. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of shares of common stock,
$0.01 par value per share, which the Company is authorized to issue
from 50,000,000 shares to 150,000,000 shares.
For Against Abstain
/ / / / / /
4. At their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting or any adjournment or postponement thereof.
</TABLE>
