<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 240.14a-11(c) or 240.14a-12
STARTER 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>
[LOGO]
STARTER CORPORATION
370 JAMES STREET
NEW HAVEN, CONNECTICUT 06513
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
-------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Starter
Corporation (the "Corporation" or "Starter") will be held at 11:00 o'clock
a.m., local time, on May 20, 1997, at the University of New Haven, 300 Orange
Avenue, West Haven, Connecticut, for the following purposes:
1. To elect three directors of the Corporation to hold office until the
Annual Meeting of Stockholders occurring in 2000 and until the election and
qualification of their successors;
2. To approve the 1997 Quality Performance-Based Goals relating to
compensation to be paid to certain executive officers; and
3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
Only holders of record of the Corporation's Common Stock at the close of
business on April 1, 1997 are entitled to notice of, and to vote at, the meeting
and any adjournments or postponements thereof. Such stockholders may vote in
person or by proxy.
STOCKHOLDERS WHO FIND IT CONVENIENT ARE CORDIALLY INVITED TO ATTEND THE
MEETING IN PERSON. IF YOU ARE NOT ABLE TO DO SO AND WISH THAT YOUR STOCK BE
VOTED, YOU ARE REQUESTED TO FILL IN, SIGN AND DATE THE ACCOMPANYING PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS,
MARK G. SKLARZ, ESQ.
SECRETARY
Dated: April 21, 1997
<PAGE>
STARTER CORPORATION
370 JAMES STREET
NEW HAVEN, CONNECTICUT 06513
------------------------
PROXY STATEMENT
------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Starter Corporation (the "Corporation" or "Starter") of
proxies to be used at the Annual Meeting of Stockholders of the Corporation (the
"Annual Meeting") to be held at 11:00, a.m. local time, on May 20, 1997, and at
any adjournments or postponements thereof. The purposes of the meeting are:
1. To elect three directors of the Corporation to hold office until the
Annual Meeting of Stockholders occurring in 2000 and until the election and
qualification of their successors;
2. To approve the 1997 Quality Performance-Based Goals relating to
compensation to be paid to certain executive officers; and
3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
If proxy cards in the accompanying form are properly executed and returned,
the shares of common stock of the Corporation, par value $.01 per share (the
"Common Stock"), represented thereby will be voted as instructed on the proxy.
If no instructions are given, such shares will be voted (i) for the election as
directors of the nominees of the Board of Directors named below, (ii) for the
approval of the 1997 Quality Performance-Based Goals relating to compensation to
be paid to certain executive officers as set forth below, and (iii) in the
discretion of the proxy holders named in the proxy card on any other proposals
to properly come before the meeting or any adjournments or postponements
thereof. Any proxy may be revoked by a stockholder prior to its exercise upon
written notice to the Secretary of the Corporation or by the vote of such
stockholder cast in person at the meeting. The mailing of this Proxy Statement
will begin on or about April 21, 1997.
<PAGE>
VOTING
Holders of record of shares of Common Stock on April 1, 1997 will be
entitled to vote at the Annual Meeting or any adjournment or postponement
thereof. As of that date, there were 27,849,902 shares of Common Stock
outstanding and entitled to vote. A majority of the outstanding shares of Common
Stock, or 13,924,952 shares, will constitute a quorum for the transaction of
business. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Each share of Common Stock entitles such holders to one vote on all matters to
come before the Annual Meeting, including the election of directors.
The favorable vote of a plurality of the shares of Common Stock represented
and voted at the Annual Meeting is necessary to elect each director of the
Corporation. The affirmative vote of a majority of the shares of Common Stock
represented and voted at the Annual Meeting is necessary to approve all other
proposals. Abstentions and broker non-votes are not considered votes cast and
will have no effect on the outcome of the votes for the proposals set forth
above. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS SET
FORTH ABOVE.
INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
Three directors are to be elected at the Annual Meeting. The Board of
Directors has selected the individuals named in the first table below as
nominees for election as directors. Each such person is presently a director of
the Corporation. Unless otherwise specified in the accompanying proxy, the
shares voted pursuant to it will be voted for the election of the individuals so
named. If, for any reason, at the time of the election, any of such individuals
should be unable or unwilling to serve as a director, it is intended that such
proxy will be voted for the election, in each such individual's place, of a
substitute nominee recommended by the Board of Directors. However, the Board of
Directors has no reason to believe that any of such individuals will be unable
or unwilling to serve as directors.
The following information is supplied with respect to the nominees for
election as directors in class I (whose terms will continue until the Annual
Meeting of Stockholders in 2000 and the election and qualification of the
respective successors), and for the directors in each of classes II and III
(whose terms continue until the Annual Meeting of Stockholders occurring in 1998
and 1999, respectively, and the election and qualification of their respective
successors). Unless otherwise indicated below, each director has had the
principal occupation(s) indicated for five years or more. The age of each
director is given as of April 1, 1997.
2
<PAGE>
NOMINEES FOR DIRECTOR
CLASS I
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME OF NOMINEE AGE AND POSITION WITH THE CORPORATION DIRECTOR SINCE
- ------------------------------ --- ------------------------------------------------------------ ---------------
<S> <C> <C> <C>
David A. Beckerman............ 54 Chairman of the Board and Chief Executive Officer of the 1971
Corporation
Joseph P. Grant............... 65 Managing Director--Worldwide of Summit Properties 1993
International (1)
Richard H. Saletan............ 53 Chairman of the Board and Chief Executive Officer, CSC 1995
Weston Group, a management consulting firm, since 1971 (2)
</TABLE>
DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE
AFTER THE ANNUAL MEETING
CLASS II
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME OF NOMINEE AGE AND POSITION WITH THE CORPORATION DIRECTOR SINCE
- ------------------------------ --- ------------------------------------------------------------ ---------------
<S> <C> <C> <C>
Benjamin E. Cohen............. 69 Retired Partner, Blum, Shapiro & Company, P.C., an 1993
accounting firm (3)
</TABLE>
CLASS III
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME OF NOMINEE AGE AND POSITION WITH THE CORPORATION DIRECTOR SINCE
- ------------------------------ --- ------------------------------------------------------------ ---------------
<S> <C> <C> <C>
Carmen L. Cozza............... 66 Assistant to the President and Director, Yale University (4) 1995
Mark G. Sklarz................ 51 Partner, Cummings & Lockwood, since August 1996, previously 1978
a partner in Sklarz, Gallant & Temkin, P.C., and its
predecessors since 1983
John M. Tucker................ 61 President and Chief Operating Officer of the Corporation (5) 1993
</TABLE>
- ------------------------
(1) In January 1997, Mr. Grant was appointed Managing Director-Worldwide of
Summit Properties International. From 1995 through 1996 Mr. Grant was
President of Licensed Properties International. From 1991 to 1995 Mr. Grant
was President of Time Warner Sports Merchandising (a Time Warner company)
and its predecessor companies. All of these organizations are licensing
companies.
(2) Mr. Saletan became Chairman of the Board of CSC Weston Group in 1995.
(3) On December 31, 1995, Mr. Cohen retired from Blum, Shapiro & Company, P.C.
where he had been a partner since prior to 1989.
3
<PAGE>
(4) In 1996, Mr. Cozza retired as Head Coach of the Yale University Football
Team, a position he had held since 1965.
(5) In August 1994, Mr. Tucker was appointed as President and, effective January
1996, Mr. Tucker was also appointed as Chief Operating Officer, of the
Corporation. From February 1992 through August 1994, Mr. Tucker served as a
consultant to various companies in the apparel industry. From prior to 1989
through February 1992, Mr. Tucker served as Chairman of the Board, President
and Chief Executive Officer of ProGroup, Inc., a branded sporting goods and
apparel manufacturer.
MEETINGS OF THE BOARD
The Board of Directors has an Executive Committee, consisting of Messrs.
Beckerman, Cohen and Sklarz. The Executive Committee has the authority to act in
place of the Board of Directors on all matters which would otherwise come before
the Board of Directors, except for such matters which are required by law or by
the Corporation's Certificate of Incorporation or By-Laws to be acted upon
exclusively by the Board of Directors. The Executive Committee held five
meetings during 1996.
The Board of Directors has an Audit Committee, consisting of Messrs. Cohen,
Cozza and Sklarz. The primary functions of the Audit Committee are to review the
Corporation's financial statements, recommend the appointment of the
Corporation's independent accountants and review the overall scope of audits of
the Corporation's financial statements, the internal accounting controls of the
Corporation and the audit practices and the professional services furnished by
the independent accountants. The Audit Committee held two meetings during 1996.
The Board of Directors has a Compensation Committee, consisting of Messrs.
Cohen, Grant and Saletan. The primary responsibility of the Compensation
Committee is to review the compensation arrangements relating to officers of the
Corporation, including annual incentive awards, and to administer the Starter
Corporation 1993 Stock Option Plan and the Starter Corporation Employee Stock
Purchase Plan. The Compensation Committee held five meetings during 1996.
The Board of Directors has no standing nominating committee.
During 1996, seven meetings of the Board of Directors were held. No
directors attended less than 75% of the meetings of the Board of Directors and
committees of the Board of Directors on which they served which were held while
they were directors or committee members.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS
The following table provides certain information as of April 1, 1997, as to
each person who is known to the Corporation to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, the only class of voting
securities of the Corporation outstanding.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENT OF
AND OUTSTANDING
NAME AND ADDRESS NATURE OF COMMON STOCK
OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP BENEFICIALLY OWNED(2)
- ------------------------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
David A. Beckerman................................................. 15,702,163(3) 56.4%
Starter Corporation
370 James Street
New Haven, CT 06513
Benjamin E. Cohen.................................................. 2,022,526(4) 7.3%
Blum, Shapiro & Company, P.C.
29 South Main Street
West Hartford, CT 06107
Mark G. Sklarz..................................................... 2,021,826(4) 7.3%
Cummings & Lockwood
Granite Square
700 State Street
P.O. Box 1960
New Haven, CT 06509-1960
</TABLE>
- ------------------------
(1) Identifies persons having voting investment power with respect to the shares
set forth opposite their names, according to information furnished to the
Corporation. Each such person has sole voting or investment power with
respect to such shares, except as otherwise disclosed in the footnotes to
the table.
(2) Expressed as a percentage of the shares of Common Stock outstanding as of
April 1, 1997. For the purpose of calculating each person's beneficial
ownership, any shares subject to options exercisable within 60 days of April
1, 1997 are deemed to be beneficially owned by, and outstanding with respect
to, such person.
(3) Includes 408,164 shares owned by The David A. Beckerman Family Associates
Limited Partnership (the "Partnership"), of which Mr. Beckerman is the
general partner. Mr. Beckerman owns a 1% general partnership interest and a
39% limited partnership interest in the Partnership. Two trusts created for
the benefit of Mr. Beckerman's children each owns a 30% limited partnership
interest in the Partnership. Messrs. Cohen and Sklarz are co-trustees of
such trusts.
(4) Includes 2,015,126 shares of Common Stock held in two trusts for the benefit
of Mr. Beckerman's children. Mr. Cohen and Mr. Sklarz are co-trustees of
such trusts and have the shared power to vote and to dispose of such shares.
Includes, with respect to each of Messrs. Cohen and Sklarz, 2,500 shares
which are subject to currently exercisable options granted to non-employee
directors in May 1994, August 1995 and May 1996. Includes, with respect to
Mr. Cohen, 1,000 shares owned by Sheila D. Cohen, Mr. Cohen's wife, of which
Mr. Cohen disclaims beneficial ownership, and, with respect to Mr. Sklarz,
700 shares held in two trusts for the benefit of Mr. Sklarz's children, of
which Mr. Sklarz, as trustee of such trusts, has the sole power to vote and
to dispose of such shares and of which Mr. Sklarz disclaims beneficial
ownership.
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides certain information as of April 1, 1997 with
respect to shares of Common Stock beneficially owned by each director and
nominee (except Messrs. Beckerman, Cohen and Sklarz, whose holdings are shown in
the preceding table) and each of the four most highly compensated executive
officers (other than Mr. Beckerman) of the Corporation during the fiscal year
ended December 31, 1996 (such executive officers, including the Chief Executive
Officer, are called the "Named Executive Officers"), and by all directors and
executive officers as a group (including Messrs. Beckerman, Cohen and Sklarz):
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED AND
NATURE PERCENT OF OUTSTANDING
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNERSHIP BENEFICIALLY OWNED(2)
- ----------------------------------------------- ---------------------- -------------------------
<S> <C> <C>
Carmen L. Cozza................................ 1,500(3) *
Joseph P. Grant................................ 6,500(4) *
Gary S. Letendre............................... 7,466(5) *
Frank C. Lipiro................................ 7,308(6) *
Richard H. Saletan............................. 1,500(7) *
John S. Thorbeck............................... 2,833(8) *
John M. Tucker................................. 89,500(9) *
All executive officers and directors as a group
(consisting of 20 individuals)............... 17,885,472(10) 64.2%
</TABLE>
- ------------------------
* Less than 1%.
(1) Identifies persons having voting or investment power with respect to the
shares set forth opposite their names, according to information furnished to
the Corporation. Each such person has sole voting or investment power with
respect to such shares, except as otherwise disclosed in the footnotes to
the table.
(2) Expressed as a percentage of the shares of Common Stock outstanding as of
April 1, 1997. For the purpose of calculating each person's beneficial
ownership, any shares subject to options exercisable within 60 days of April
1, 1997 are deemed to be beneficially owned by, and outstanding with respect
to, such person.
(3) Includes 500 shares which are subject to currently exercisable options.
(4) Includes 2,500 shares which are subject to currently exercisable options.
(5) Includes 2,000 shares which are subject to currently exercisable options.
(6) Includes 2,000 shares which are subject to currently exercisable options.
(7) Includes 500 shares which are subject to currently exercisable options.
(8) Includes 2,000 shares which are subject to currently exercisable options.
(9) Includes 13,500 shares which are subject to currently exercisable options.
(10) Includes 46,500 shares which are subject to currently exercisable options.
6
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth the names, ages (as of April 1, 1997) and
positions and offices with the Corporation held by the Corporation's present
executive officers. Unless otherwise indicated below, each person has held the
positions and offices indicated for more than five years.
<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ------------------------------------ --- ---------------------------------------------------------------------
<S> <C> <C>
David A. Beckerman.................. 54 Chairman of the Board and Chief Executive Officer(1)
John M. Tucker...................... 61 President, Chief Operating Officer and Director(2)
Douglas T. Dryburgh................. 54 Senior Vice President Sales(3)
Gary S. Letendre.................... 37 Senior Vice President Sourcing(4)
Frank C. Lipiro..................... 54 Senior Vice President Licensing(5)
Lawrence C. Longo, Jr............... 39 Chief Financial Officer(6)
John S. Thorbeck.................... 45 Senior Vice President Marketing(7)
John C. Warfel...................... 44 Senior Vice President Administration and Finance(8)
Frederick T. Burke, II.............. 40 Vice President Field Sales(9)
Robert G. Felice.................... 40 Vice President International(10)
R. Ian Gomar........................ 39 Vice President Marketing(11)
G. Michael Hubsmith................. 39 Vice President Special Markets(12)
Thomas G. White..................... 36 Vice President National Accounts(13)
Julianne Wilhelm.................... 53 Vice President Human Resources(14)
Mark G. Sklarz...................... 51 Secretary and Director(15)
Sean T. Smith....................... 36 Controller(16)
Theodore R. Voss.................... 54 General Counsel and Assistant Secretary(17)
</TABLE>
- ------------------------
(1) Mr. Beckerman resigned as President in August 1994. He continues to serve as
Chairman of the Board and Chief Executive Officer, which positions he has
held for more than five years.
(2) Mr. Tucker joined the Corporation as President in August 1994 and was
appointed Chief Operating Officer in January 1996. From February 1992 until
October 1993, Mr. Tucker served as a consultant to various companies in the
apparel industry. From 1971 through February 1992, Mr. Tucker served as
Chairman of the Board, President and Chief Executive Officer of Pro-Group,
Inc., a branded sporting goods and apparel manufacturer.
(3) Mr. Dryburgh joined the Company in April 1997 as Senior Vice President
Sales. Prior to that he was Executive Vice President of Phillips Van Heusen
from April 1994 to April 1997. From January 1992 to April 1994 Mr. Dryburgh
was President of Boston Traders Men's, a division of Boston Trading, Inc.
(4) Mr. Letendre has been Senior Vice President Sourcing since March 1995. From
September 1993 to March 1995, Mr. Letendre was Senior Vice President and
Chief Operating Officer. From 1992 to September 1993, Mr. Letendre was Vice
President and Chief Operating Officer. From 1988 to 1992, Mr. Letendre was
Vice President and Chief Financial Officer.
(5) Mr. Lipiro joined the Corporation in June 1992. In February 1997, Mr. Lipiro
was appointed Senior Vice President Licensing. From December 1995 to
February 1997, Mr. Lipiro served as Senior Vice President Merchandising.
From September 1993 until December 1995 he was Senior Vice President Sales
and Merchandising. From June 1992 to September 1993, Mr. Lipiro was Vice
President
7
<PAGE>
Merchandising and Creative Services. From 1986 to 1992, Mr. Lipiro was Vice
President Sales for Odyssey International, Ltd., an import sales
organization.
(6) In March 1995, Mr. Longo was appointed as Chief Financial Officer. Mr. Longo
joined the Corporation in June 1993 and served as Treasurer and Chief
Accounting Officer from June 1993 to March 1995. Mr. Longo was a Senior
Manager in the accounting firm of Ernst & Young LLP from 1986 to June 1993.
(7) Mr. Thorbeck was appointed Senior Vice President Marketing in April 1997.
From December 1995 to April 1997 he was Senior Vice President Sales and
Marketing. In 1994 and 1995, Mr. Thorbeck worked as a self-employed
strategic consultant to The Coleman Company. In 1993 and 1994, Mr. Thorbeck
served as President and Chief Operating Officer of The Rockport Company, a
manufacturer and distributor of footwear. From 1990 to 1993, Mr. Thorbeck
served as President and Chief Executive Officer of the Geo. E. Keith
Company, a private label manufacturer of footwear.
(8) Mr. Warfel was appointed Senior Vice President, Administration and Finance
in March 1995. From 1992 to March 1995, Mr. Warfel had been Vice President
and Chief Financial Officer. From 1988 to 1992, Mr. Warfel was Vice
President and Chief Operating Officer.
(9) Mr. Burke joined the Corporation in October 1996 as Vice President Field
Sales. From March 1993 until September 1996, he held the position of Vice
President Sales of Lee Apparel Co., a subsidiary of VF Corporation. From
December 1991 to March 1993 he served as Regional Sales Vice President of
Bassett-Walker Inc., also a subsidiary of VF Corporation.
(10) Mr. Felice has been Vice President International since March 1995. From
January 1991 to March 1995, Mr. Felice was Managing Director International.
From September 1990 to January 1991, Mr. Felice was International Sales
Manager and Sales Manager Special Markets.
(11) Mr. Gomar joined the Corporation in February 1994 and has been Vice
President Marketing since such date. From November 1993 to January 1994, Mr.
Gomar was the Director of International Marketing for L.A. Gear, Inc., a
distributor of branded athletic footwear. From October 1991 to October 1993,
Mr. Gomar was Vice President Marketing for Wolverine Worldwide, Inc., a
manufacturer and distributor of branded footwear. From July 1988 to
September 1991, Mr. Gomar held various marketing management positions at
Bacardi Imports, Ltd., a manufacturer and wholesaler of spirits.
(12) Mr. Hubsmith was appointed Vice President Special Markets in August 1996.
From April 1996 to August 1996 he served as President of Galt Sand Company
and continues to serve as President of the Company's subsidiary, Starter
Galt, Inc. From February 1993 until February 1996, Mr. Hubsmith was the
President and Chief Operating Officer of BWH Apparel Resources. From June
1992 until February 1993 he served as Vice President of Odyssey
International, Ltd. Mr. Hubsmith was the Executive Vice President of Head
Sportswear in Columbia, Maryland from November 1988 until June 1992.
(13) Mr. White was appointed Vice President of National Accounts in October
1996. From March 1995, to October 1996, Mr. White served as Vice President
Sales. From January 1994 to March 1995, Mr. White was Director Retail Sales.
From June 1991 to January 1994, Mr. White was National Sales Manager and,
from April 1987 to June 1991, he was Regional and National Accounts Manager.
8
<PAGE>
(14) Ms. Wilhelm was appointed Vice President of Human Resources in May 1996.
Ms. Wilhelm was Director of Human Resources of Starter from April 1994 until
May 1996. From April 1993 until April 1994 Ms. Wilhelm was Executive
Recruiter of Johnson Smith & Knisely. Ms. Wilhelm was Vice President of
Human Resources at Medical Economics Company from September 1990 until
December 1993.
(15) Mr. Sklarz is a partner in the law firm of Cummings & Lockwood. See
"Compensation Committee Interlocks and Insider Participation."
(16) In February 1997 Mr. Smith was appointed Controller of Starter Corporation.
Mr. Smith jointed Starter in July 1995 and served as Director of Financial
Reporting from July 1995 to February 1997. Mr. Smith was a Senior Manager in
the accounting firm of Ernst & Young LLP from 1989 to July 1995.
(17) Mr. Voss joined the Corporation in October 1994 as General Counsel. In
March 1995, he was appointed Assistant Secretary of Starter. From 1985 to
October 1994, Mr. Voss was the Assistant General Counsel and Assistant
Secretary of Crystal Brands, Inc., a manufacturer and distributor of apparel
and costume jewelry.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for 1996, 1995 and 1994, the compensation
for services in all capacities to the Corporation of those persons who were
Named Executive Officers at December 31, 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------------------------ ----------------------------
<S> <C> <C> <C> <C> <C> <C>
AWARDS
----------------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) OPTIONS(#)
- --------------------------- --------- ----------- ------------- --------------------- --------------- -----------
David A. Beckerman(1)...... 1996 $ 750,000 -- -- -- --
Chairman of the Board 1995 749,996 -- -- -- --
and Chief Executive 1994 748,383 -- -- -- --
Officer
Gary S. Letendre........... 1996 175,006 -- -- -- 100,000
Senior Vice President 1995 175,006 -- -- -- 30,000
Sourcing 1994 164,996 -- -- -- 10,000
Frank C. Lipiro............ 1996 160,004 -- -- -- 90,000
Senior Vice President 1995 160,004 -- -- -- 30,000
Licensing 1994 153,074 -- -- -- 10,000
John S. Thorbeck(3)........ 1996 202,500 -- -- -- 25,000
Senior Vice President 1995 10,769 -- -- -- --
Marketing -- -- -- -- -- --
John M. Tucker(4).......... 1996 500,000 -- -- -- --
President 1995 350,012 -- -- -- 50,000
1994 120,600 -- -- -- 7,500(5)
<CAPTION>
<S> <C> <C>
PAYOUTS
---------------
NAME AND PRINCIPAL LTIP ALL OTHER
POSITION PAYOUTS($) COMPENSATION($)(2)
- --------------------------- --------------- -------------------
David A. Beckerman(1)...... -- $ 6,000
Chairman of the Board -- 6,000
and Chief Executive -- 18,818
Officer
Gary S. Letendre........... -- 6,000
Senior Vice President -- 6,000
Sourcing -- 18,818
Frank C. Lipiro............ -- 6,000
Senior Vice President -- 6,000
Licensing -- 15,400
John S. Thorbeck(3)........ -- 4,500
Senior Vice President -- --
Marketing -- --
John M. Tucker(4).......... -- --
President -- --
-- --
</TABLE>
- ------------------------
(1) For certain information concerning compensation to be paid to Mr. Beckerman,
see "Employment Contracts and Termination of Employment."
(2) Represents contributions made to the Corporation's 401(k) plan.
(3) Mr. Thorbeck became an employee of the Corporation in December 1995.
(4) Mr. Tucker became an employee of the Corporation in August 1994.
(5) Includes options for 2,500 shares awarded to Mr. Tucker as a non-employee
director of the Corporation prior to his becoming an employee of the
Corporation.
STOCK OPTION PLAN
In 1993, the Board of Directors established the Starter Corporation 1993
Stock Option Plan (the "Option Plan"), which was subsequently approved by the
Corporation's stockholders. The Option Plan provides that stock options may be
granted through the year 2003 to management and other employees of the
Corporation. An aggregate of 2,000,000 shares of Common Stock were reserved for
grant under the Option Plan and to date options for an aggregate of 935,500
shares have been granted under the Option Plan.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information as to stock options
granted under the Option Plan to the Named Executive Officers in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION
UNDERLYING EMPLOYEES OR FOR OPTION TERM
OPTIONS IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#) YEAR ($/SH) DATE 5%($) 10%($)
- ---------------------------------------------- ----------- --------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David A. Beckerman............................ -- -- -- -- -- --
Gary S. Letendre.............................. 100,000(1) 12.6% $ 6.25 11/25/06 $ 393,000 $ 996,000
Frank C. Lipiro............................... 90,000(1) 11.4 6.25 11/25/06 353,700 896,000
John S. Thorbeck.............................. 25,000(1) 3.2 6.25 11/25/06 98,250 249,000
John M. Tucker................................ -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Options become exercisable in 20% equal annual installments, with the first
installment becoming exercisable on November 25, 1997.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information as to stock options
exercised in 1996 and the value of the stock options held at December 31, 1996
by each Named Executive Officer.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE YEAR-END(#) AT FISCAL YEAR-END($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------- ------------------- --------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
David A. Beckerman........... -- -- 0/0 $ 0/0
Gary S. Letendre............. -- -- 0/110,000 0/0
Frank C. Lipiro.............. -- -- 0/100,000 0/0
John S. Thorbeck............. -- -- 0/25,000 0/0
John M. Tucker............... -- -- 0/57,500 0/0
</TABLE>
COMPENSATION OF DIRECTORS
Each non-employee director of the Corporation receives an annual director's
fee of $5,000, an attendance fee of $1,000 for each meeting of the Board of
Directors attended and $250 for each meeting of a committee of the Board of
Directors attended. The non-employee directors who serve on the executive
committee of the Board of Directors have traditionally not accepted any fee for
attending such meetings thereof. Directors who are employees of the Corporation
receive no compensation for service as members of the Board of Directors. All
directors are reimbursed for expenses incurred in connection with attendance at
meetings. Each non-employee director as of the conclusion of each Annual Meeting
of Stockholders automatically receives an option to purchase 2,500 shares of
Common Stock pursuant to the Starter Corporation 1994 Stock Option Plan for
Non-Employee Directors.
11
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
Effective April 8, 1993, the Corporation and Mr. Beckerman amended Mr.
Beckerman's employment agreement. The amended employment agreement (the
"Beckerman Employment Agreement"), which had an initial three-year term (with an
automatic annual renewal period thereafter), provides that Mr. Beckerman will
serve as Chairman of the Board of Directors and Chief Executive Officer of the
Corporation and will receive an annual base salary of $750,000 and a bonus (a
"First Level Bonus") of up to 150% of his base salary if the Corporation
achieves certain goals to be established by the Board of Directors or the
Compensation Committee. In addition, Mr. Beckerman is entitled to receive, at
the discretion of the Board of Directors or the Compensation Committee, an
additional bonus (a "Second Level Bonus") of up to 150% of his base salary if
the Corporation achieves certain financial and other performance-related goals
established from time to time by the Board of Directors or the Compensation
Committee. See "Compensation Committee Report On Executive Compensation" with
respect to allowable deductions of certain executive compensation pursuant to
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The Beckerman Employment Agreement further provides for certain payments to Mr.
Beckerman upon termination of employment without cause or as a result of death
or disability. If Mr. Beckerman's employment under the Beckerman Employment
Agreement is terminated without cause, Mr. Beckerman is entitled to receive (i)
within 60 days, a lump sum amount equal to two times Mr. Beckerman's annual base
salary and (ii) on each of the two annual anniversary dates succeeding the date
of termination, lump sum amounts equal to the aggregate of a First Level Bonus
and a Second Level Bonus as if the Board of Directors had fully awarded such
bonuses to Mr. Beckerman as of such anniversary dates. Mr. Beckerman has also
agreed, in consideration for the execution of the Beckerman Employment Agreement
by the Corporation and the compensation to be paid him thereunder, not to
compete with the business of the Corporation for a period of two years following
termination of his employment. See "Compensation Committee Report on Executive
Compensation."
Effective as of January 1, 1996, the Corporation entered into a three-year
employment agreement with Mr. Tucker to serve as President and Chief Operating
Officer of the Corporation (the "Tucker Employment Agreement"). The Tucker
Employment Agreement provides for an annual base salary of $500,000, a First
Level Bonus of up to 75% of his base salary and a Second Level Bonus of up to an
additional 75% of his base salary. Both the First Level Bonus and the Second
Level Bonus are (i) to be based upon objective standards established by the
Compensation Committee, (ii) to be approved by the stockholders before the
compensation is paid and (iii) to meet the requirements of Section 162(m) of the
Code as qualified performance-based compensation. See "Compensation Committee
Report on Executive Compensation."
1997 PERFORMANCE GOALS
Section 162(m) precludes a deduction by a publicly held corporation for
compensation paid to each of its Chief Executive Officer and its next four most
highly compensated employees in excess of $1 million unless such compensation is
qualified performance-based compensation, the material terms of which are
disclosed to and approved by a majority of the stockholders of such corporation
before the compensation is paid. Qualified performance-based compensation must
be paid solely on account of the realization of one or more pre-established
objective goals. The Compensation Committee of the Board of Directors has
adopted, subject to stockholder approval, the 1997 Quality Performance Based
Goals (the "1997 Performance Goals") under which incentive compensation paid to
the Chief Executive Officer and the President is
12
<PAGE>
designed to satisfy the requirements of Section 162(m). The material terms of
the 1997 Performance Goals are described below.
The maximum amount of incentive compensation that may be paid to the Chief
Executive Officer is 300% of his base salary, consisting of a First Level Bonus,
equal to 150% of his base salary, and a Second Level Bonus, also equal to 150%
of his base salary. The Chief Executive Officer's base salary for 1997 is fixed
at $750,000 in accordance with the terms of the Beckerman Employment Agreement.
The maximum amount of incentive compensation that may be paid to the President
is 150% of his base salary, consisting of a First Level Bonus, equal to 75% of
his base salary, and a Second Level Bonus, also equal to 75% of a base salary.
The President's base salary for 1997 is fixed at $500,000 in accordance with the
terms of the Tucker Employment Agreement.
The business criteria for First Level Bonuses will be based on performance
goals related to the following: percentage of orders shipped relative to total
orders; return on assets as compared to that of a group of companies in the
textile-apparel industry; and net earnings before taxes. Neither the Chief
Executive Officer nor the President will be eligible to receive any First Level
Bonuses unless all other employees of the Corporation who participate in the
Corporation's Incentive Compensation Plan (the "Incentive Plan") are eligible to
receive incentive compensation under the Incentive Plan and unless a specified
sales volume and net earnings before taxes are attained. Neither the Chief
Executive Officer nor the President is eligible to participate in the Incentive
Plan.
The business criteria for Second Level Bonuses will be based on the increase
of the price of the Common Stock above $9.50 per share during the month of
December 1997.
The 1997 Performance Goals will be administered by a committee composed of
not less than two non-employee directors of the Corporation (the "Committee") to
be designated by the Board of Directors. The Committee will determine the degree
of realization of performance goals, the amount, if any, to be paid as First or
Second Level Bonuses and the timing and form of such payment. Such payments will
be made as soon as practicable. The Committee has no discretion to pay more than
the maximum First and Second Level Bonuses specified above. Receipt of First or
Second Level Bonuses, or the possibility thereof, does not preclude
participation in other compensation and incentive plans of the Corporation.
The 1997 Performance Goals may be amended by the Board of Directors and, in
certain circumstances, by the Committee, except that any such amendment must be
approved by a majority of the stockholders of the Corporation if such approval
is necessary in order to maintain compliance with Section 162(m). The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock represented and voting at the Annual Meeting is required for
approval of the 1997 Performance Goals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE 1997 PERFORMANCE GOALS, AS
DESCRIBED ABOVE.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Sklarz was a member of the Compensation Committee from February 15, 1995
until May 21, 1996. Mr. Sklarz accepts no compensation for his position as
Secretary of the Corporation. Mr. Sklarz is a partner in the law firm of
Cummings & Lockwood, and previously was a partner in the law firm of Sklarz,
Gallant & Temkin, P.C. Both law firms acted as counsel to the Corporation in the
fiscal year ended December 31, 1996 and Cummings & Lockwood continues to provide
legal services to the Corporation. The Corporation paid Sklarz, Gallant &
Temkin, P.C., legal fees of approximately $69,142 in 1996 and Cummings &
Lockwood legal fees of approximately $67,222 in 1996.
13
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee establishes and reviews the Corporation's
arrangements and programs for compensating executive officers, including the
Named Executive Officers. The Compensation Committee is composed entirely of
directors who are not employees of the Corporation. The Compensation Committee
has been advised by outside legal counsel and by compensation consultants in
formulating the Compensation Committee's overall philosophy and objectives
regarding executive compensation and in structuring the Chief Executive
Officer's compensation package.
PHILOSOPHY AND POLICY
The Corporation's compensation program for executive officers consists of
three major elements: a base salary, a bonus that is conditioned upon the
Corporation's return on assets achieving a specified ratio to the return on
assets of the Standard & Poor's Textile-Apparel Manufacturing Companies (or, in
the case of Messrs. Beckerman and Tucker, bonuses as provided in their
employment agreements) and periodic grants of stock options. The Compensation
Committee's policy is to design executive compensation packages that reward the
achievement of both short-term and long-term objectives of the Corporation. In
addition, the Corporation seeks to establish executive compensation in a manner
to be competitive with companies in the apparel industry, with which the
Corporation competes with respect to products, and companies located in the same
general geographic area as the Corporation, with which the Corporation competes
with respect to attracting talented executives. Under this approach, the
attainment of short-term objectives is compensated through discretionary annual
bonuses and the attainment of long-term objectives is rewarded through the
periodic grants of stock options under the Option Plan. The Compensation
Committee believes that, in addition to compensating executives for attaining
long-term objectives of the Corporation which the Corporation believes
eventually will be reflected in the market value of the Common Stock, the
granting of stock options aligns the interest of the executives with those of
the Corporation's stockholders. The Compensation Committee, after considering
management's recommendations, determines the recipients to be awarded stock
option grants. In 1996, the Compensation Committee considered the following
factors with regard to the executives to whom options were granted and the size
of the options granted: (i) the executive's position with the Corporation, (ii)
the performance of the departments for which the executive is responsible, (iii)
the past performance of the executive, (iv) the overall performance of the
Corporation (including sales levels, bookings and anticipated results for the
fiscal year) and (v) the number of options currently held by the executive. The
weight accorded each of the foregoing factors varies depending on the executive
and his position with the Corporation. The grants of options to the Named
Executive Officers of the Corporation were based to a large extent on the
relatively small number (less than 1% of the outstanding Common Stock) of shares
of Common Stock owned by each such officer.
The base salary of each of the executives was determined by the Chairman of
the Board and the President. Mr. Beckerman's compensation was determined as
described below.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Beckerman's compensation for 1996 was established by the Beckerman
Employment Agreement. The base salary level included in such agreement was
determined by the Board of Directors in 1993, prior to establishment of the
Compensation Committee, and is intended to be competitive with companies which
were believed to be comparable to the Corporation in the apparel industry. In
connection therewith, the base salary level was determined after reviewing the
levels of executive compensation paid by companies
14
<PAGE>
including Liz Claiborne Inc., Fruit of the Loom, Inc. and VF Corporation (each
of which are included in Standard & Poor's Textile-Apparel Manufacturer Index).
Mr. Beckerman received no bonus for 1996. In determining any bonus compensation
granted to Mr. Beckerman, see "1997 Performance Goals."
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) precludes a deduction by a publicly held corporation for
compensation paid to each of its Chief Executive Officer and its next four most
highly compensated employees in excess of $1 million unless such compensation is
qualified performance-based compensation under Section 162(m). As described
above, the Corporation's executive compensation program is designed to encourage
management to strive for the short-term and long-term objectives of the
Corporation and to promote the achievement of business objectives and superior
overall performance. However, in order to satisfy the technical requirements of
Section 162(m), the Compensation Committee has adopted the 1997 Performance
Goals for the Chief Executive Officer and the President of the Corporation. The
1997 Performance Goals are being recommended for approval by stockholders in
this Proxy Statement.
REPLACEMENT OF CERTAIN STOCK OPTIONS
Employees with stock options granted to them prior to November 26, 1996,
with an exercise price equal to or greater than Nine ($9.00) Dollars per share,
excepting employees that serve as directors of the Corporation, were offered the
opportunity to surrender those options and obtain new options for an equal
number of shares as the surrendered options with an exercise price equal to the
fair market value of the Corporation's share as of the close of business on
November 25, 1996.
This offer was made to maintain the incentivizing value of stock options for
such employees after taking into account the current fair market value of the
Corporation's shares. Each of Messrs. Letendre and Lipiro elected to replace
options owned by him. See "Ten-Year Option Repricings."
15
<PAGE>
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION TERM
UNDERLYING STOCK AT PRICE AT REMAINING AT
OPTIONS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
- ------------------------------- ------------ --------------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
(#) ($) ($) ($) (# IN YEARS)
Nov. 25,
Gary S. Letendre............... 1996 20,000 $ 6.25 $ 11.500 $ 6.25 6.1
Nov. 25,
Senior Vice President 1996 40,000 6.25 21.500 6.25 6.3
Nov. 25,
Sourcing 1996 10,000 6.25 9.000 6.25 7.7
Nov. 25,
1996 20,000 6.25 9.375 6.25 8.4
Nov. 25,
Frank C. Lipiro................ 1996 50,000 6.25 21.500 6.25 6.3
Nov. 25,
Senior Vice President 1996 10,000 6.25 9.000 6.25 7.7
Nov. 25,
Licensing 1996 20,000 6.25 9.375 6.25 8.4
Nov. 25,
Lawrence C. Longo.............. 1996 5,000 6.25 22.250 6.25 6.5
Nov. 25,
Chief Financial 1996 5,000 6.25 9.000 6.25 7.7
Nov. 25,
Officer 1996 5,000 6.25 9.375 6.25 8.4
Nov. 25,
John C. Warfel................. 1996 20,000 6.25 11.500 6.25 6.1
Nov. 25,
Senior Vice President 1996 40,000 6.25 21.500 6.25 6.3
Nov. 25,
Administration & 1996 5,000 6.25 9.000 6.25 7.7
Nov. 25,
Finance 1996 20,000 6.25 9.375 6.25 8.4
Nov. 25,
Robert G. Felice............... 1996 5,000 6.25 11.500 6.25 6.1
Nov. 25,
Vice President 1996 20,000 6.25 21.500 6.25 6.3
Nov. 25,
International 1996 5,000 6.25 9.000 6.25 7.7
Nov. 25,
1996 5,000 6.25 9.375 6.25 8.4
Nov. 25,
R. Ian Gomar................... 1996 5,000 6.25 12.125 6.25 7.2
Nov. 25,
Vice President 1996 2,500 6.25 9.375 6.25 8.4
Marketing
Nov. 25,
Thomas G. White................ 1996 5,000 6.25 11.500 6.25 6.1
Nov. 25,
Vice President 1996 20,000 6.25 21.500 6.25 6.3
Nov. 25,
National Accounts 1996 5,000 6.25 9.000 6.25 7.7
Nov. 25,
1996 5,000 6.25 9.375 6.25 8.4
Nov. 25,
1996 10,000 6.25 9.375 6.25 8.8
Nov. 25,
Julianne Wilhelm............... 1996 5,000 6.25 9.375 6.25 8.4
Vice President
Human Resources
</TABLE>
16
<PAGE>
COMPENSATION COMMITTEE
Benjamin E. Cohen
Joseph P. Grant
Richard H. Saletan
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL WITHIN THE MEANING OF REGULATIONS 14A AND 14C UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), INCORPORATED
BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THE PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE EXCHANGE ACT, AND SHALL NOT OTHERWISE BE DEEMED FILED
UNDER THE SECURITIES ACT OR THE EXCHANGE ACT.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Common Stock with the cumulative total return of the Standard & Poor's 500 Stock
Index and the Standard & Poor's Textile-Apparel Manufacturer Index for the
period commencing April 8, 1993, the date of the Corporation's initial public
offering, through December 31, 1996. The graph assumes that the value of the
investment in Common Stock was $100 on April 8, 1993. Total return assumes
dividend reinvestment.
COMPARISON OF 44 MONTH CUMULATIVE TOTAL RETURN*
AMONG STARTER CORPORATION, THE S & P 500 INDEX
AND THE S & P TEXTILES (APPAREL) INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
STARTER S&P 500 S&P TEXTILES (APPAREL)
<S> <C> <C> <C>
4-8-93 100 100 100
Dec-93 81 105 79
Dec-94 32 107 77
Dec-95 32 147 87
Dec-96 26 181 99
</TABLE>
*$100 INVESTED ON 4/08/93 IN STOCK OR ON
03/31/93 IN INDEX INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
17
<PAGE>
CERTAIN TRANSACTIONS
The Corporation leases space from Acorn Realty, a company owned by Mr.
Beckerman. Total lease payments were approximately $70,000 in 1996.
For a description of certain transactions involving Mr. Sklarz, see
"Compensation Committee Interlocks and Insider Participation."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Corporation's executive officers and directors are required under the
Exchange Act to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of those reports must also be
furnished to the Corporation. Based solely on the Corporation's review of the
copies of reports it has received, the Corporation believes that, in 1996, all
its executive officers, directors and greater than ten percent beneficial owners
complied with all filing requirements applicable to them, except Messrs. Grant
and Thorbeck, each of whom failed once to file a Form 4 reporting one
transaction on a timely basis and Mr. Smith who failed once to file a Form 3
reporting two transactions on a timely basis.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting or any adjournment or postponement thereof, it is intended that proxies
in the accompanying form will be voted in accordance with the judgment of the
proxy holders named therein.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders must be received by the Corporation for inclusion in the
Corporation's 1998 Proxy Statement and form of proxy on or prior to December 22,
1997.
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
The Annual Report to Stockholders of the Corporation for 1996 (the "Annual
Report") is being furnished simultaneously herewith. The Annual Report is not to
be considered a part of this Proxy Statement.
Upon the written request of any stockholder, the Corporation will provide,
free of charge, a copy of the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, including the consolidated financial
statements and schedule thereto. Requests should be directed to John C. Warfel,
Senior Vice President Administration and Finance, Starter Corporation, 370 James
Street, New Haven, Connecticut 06513.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been or will be
borne by the Corporation. In addition to solicitation by mail, arrangements may
be made with brokerage houses and other custodians, nominees and fiduciaries to
send proxies and proxy material to their principals, and the Corporation may
reimburse them for any attendant expenses.
It is important that your shares be represented at the Annual Meeting. If
you are unable to be present in person, you are respectfully requested to sign
the enclosed proxy and return it in the enclosed stamped and addressed envelope
as promptly as possible.
Dated: April 21, 1997
New Haven, Connecticut
18
<PAGE>
STARTER CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P OF STARTER CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
R
The undersigned hereby constitutes and appoints Mark G. Sklarz and
John C. Warfel, and each of them, with full power of substitution,
O attorneys and proxies to represent and to vote all of the shares of Common
Stock which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
X the Stockholders of Starter Corporation, to be held at the University of
New Haven, 300 Orange Avenue, West Haven, Connecticut on May 20, 1997
at 11 o'clock A.M. local time, and at any adjournments or postponements
Y thereof, on all matters coming before said meeting.
-----------
|SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE
<PAGE>
Please mark
/ X / votes as in
this example.
<TABLE>
<CAPTION>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTOR OF EACH OF THE NOMINEES OF THE BOARD OF
DIRECTORS AND FOR PROPOSAL 2.
<S> <C>
1. Election of Directors.
NOMINEES: David A. Beckerman, Joseph P. Grant and FOR AGAINST ABSTAIN
Richard H. Saletan (Mark only one of the 2. Proposal to approve 1997 Quality
following boxes) Performance-Based Goals relating / / / / / /
FOR WITHHELD to compensation to be paid to
certain executive officers.
/ / / /
3. In their discretion, upon any other business which may
properly come before the meeting or any adjournment thereof.
/ /
---------------------------------------------
For all nominees except as noted above MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
The undersigned acknowledges receipt of the accompanying
Proxy Statement dated April 21, 1997.
PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON.
(When signing as attorney, trustee, executor, administrator
guardian, corporate officer, etc., please give full title.
If more than one trustee, all should sign. Joint owners
must sign.)
Signature Date Signature Date
-------------------------------- --------- -------------------------------- ---------
</TABLE>
