<PAGE>
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of The Commission Only (as permitted by
Rule 14a-6(e)(2))
DEPARTMENT 56, INC.
(Name of Registrant as Specified In Its Charter)
---------------------
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state
how it was determined):
-------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5. Total fee paid:
-------------------------------------------------------------------------
[ ] 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:
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<PAGE>
DEPARTMENT 56, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
The Annual Meeting of Stockholders of Department 56, Inc. will be held at
the Minneapolis Marriott Southwest Hotel, 5801 Opus Parkway, Minnetonka,
Minnesota, on Thursday, May 14, 1998, at 1:00 p.m., local time, for the
following purposes:
1. To elect seven directors for terms ending at the 1999 annual meeting
of stockholders;
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP, independent public accountants, as auditors for the Company for
the fiscal year ending January 2, 1999; and
3. To transact such other business as may properly come before the
meeting.
Stockholders of record as of the close of business on March 20, 1998 will be
entitled to vote at the meeting.
STOCKHOLDERS AS OF THE RECORD DATE ARE CORDIALLY INVITED TO ATTEND THE
MEETING. IF YOU ARE A REGISTERED STOCKHOLDER AS OF THE RECORD DATE AND PLAN TO
ATTEND, PLEASE MAIL IN YOUR PROXY INDICATING WITH AN "X" IN THE SPACE PROVIDED
THAT YOU PLAN TO ATTEND AND BRING THE ENCLOSED ADMISSION TICKET TO THE MEETING.
IF YOU ARE A STOCKHOLDER AS OF THE RECORD DATE WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME AND YOU PLAN TO ATTEND, PLEASE REQUEST AN ADMISSION TICKET BY
WRITING TO THE OFFICE OF THE SECRETARY, DEPARTMENT 56, INC., ONE VILLAGE PLACE,
6436 CITY WEST PARKWAY, EDEN PRAIRIE, MINNESOTA 55344. EVIDENCE OF YOUR STOCK
OWNERSHIP, WHICH YOU CAN OBTAIN FROM YOUR STOCKBROKER, BANK OR OTHER FINANCIAL
INSTITUTION, MUST ACCOMPANY YOUR LETTER.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ACCOMPANYING ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERY TO THE COMPANY OF A
SUBSEQUENTLY EXECUTED PROXY OR A WRITTEN NOTICE OF REVOCATION OR BY VOTING IN
PERSON AT THE MEETING.
By order of the Board of Directors,
David H. Weiser
Secretary
April 2, 1998
<PAGE>
DEPARTMENT 56, INC.
One Village Place, 6436 City West Parkway, Eden Prairie, Minnesota 55344
---------------------
PROXY STATEMENT
---------------------
This proxy statement is furnished to stockholders of Department 56, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company (the "Board" or "Board of
Directors") for use at the Annual Meeting of Stockholders to be held at 1:00
p.m., local time, on Thursday, May 14, 1998, at the Minneapolis Marriott
Southwest Hotel, 5801 Opus Parkway, Minnetonka, Minnesota, and any adjournments
thereof.
Stockholders of record as of the close of business on March 20, 1998 will be
entitled to vote at the meeting or any adjournments thereof. As of the record
date, March 20, 1998, the Company had outstanding 19,149,160 shares of Common
Stock, par value $.01 per share ("Common Stock"), each entitled to one vote on
all matters to be voted upon. This proxy statement, the accompanying form of
proxy and the Company's annual report to stockholders for the fiscal year ended
January 3, 1998 are being mailed on or about April 7, 1998 to each stockholder
entitled to vote at the meeting.
VOTING AND REVOCATION OF PROXIES
VOTING
If the enclosed proxy is executed and returned in time and not revoked, all
shares represented thereby will be voted. Each proxy will be voted in accordance
with the stockholder's instructions. If no such instructions are specified, the
proxies will be voted FOR the election of each person nominated for election as
a director and FOR the ratification of the appointment by the Board of Directors
of Deloitte & Touche LLP as auditors for the Company for the fiscal year ending
January 2, 1999.
The holders of a majority of the shares of Common Stock entitled to vote at
the meeting, present in person or by proxy, constitutes a quorum. Assuming a
quorum is present, the affirmative vote by the holders of a plurality of the
votes cast at the meeting will be required for the election of directors; and
the affirmative vote of a majority of the shares present in person or by proxy
at the meeting and entitled to vote thereon will be required to act on all other
matters to come before the meeting, including the ratification of the
appointment by the Board of Directors of Deloitte & Touche LLP as auditors for
the Company. An automated system administered by the Company's transfer agent
tabulates the votes. For purposes of determining the number of votes cast with
respect to any voting matter, only those cast "for" or "against" are included;
abstentions and broker non-votes are excluded. Accordingly, with respect to the
election of directors, abstentions and broker non-votes will have no effect on
the outcome. For purposes of determining whether the affirmative vote of a
majority of the shares present at the meeting and entitled to vote has been
obtained, abstentions will be included in, and broker non-votes will be excluded
from, the number of shares present and entitled to vote. Accordingly, with
respect to any matter other than the election of directors, abstentions will
have the effect of a vote "against" the matter and broker non-votes will have
the effect of reducing the number of affirmative votes required to achieve the
majority vote.
REVOCATION
A stockholder giving a proxy may revoke it at any time before it is voted by
delivery to the Company of a subsequently executed proxy or a written notice of
revocation. In addition, returning your completed proxy will not prevent you
from voting in person at the meeting should you be present and wish to do so.
<PAGE>
ITEM 1 -- ELECTION OF DIRECTORS
The Board of Directors currently consists of eight individuals, each of whom
holds office for a one-year term and until his or her successor has been duly
elected and qualified. Immediately prior to the call to order of the 1998 Annual
Meeting of Stockholders, the number of Board seats will reduce from eight to
seven directorships. Each of the seven directors herein nominated will be
elected for a term which begins on the date of the Annual Meeting of
Stockholders at which such director is elected and ends on the date of the next
succeeding Annual Meeting of Stockholders. Todd L. Bachman and Sandra J.
Horbach, each of whom is currently a director of the Company, are not standing
for re-election.
Unless otherwise directed, proxies in the accompanying form will be voted
FOR the nominees listed below. It is the intention of the persons named in the
enclosed proxy to vote, unless otherwise indicated, for the election as
directors of the persons named as nominees below. If any one or more of the
nominees is unable to serve for any reason or withdraws from nomination, proxies
will be voted for the substitute nominee or nominees, if any, proposed by the
Board of Directors. The Board has no knowledge that any nominee will or may be
unable to serve or will or may withdraw from nomination. All of the following
nominees, except for Jay Chiat, are current directors of the Company whose terms
end at the 1998 Annual Meeting. All of the current directors of the Company were
elected to their present terms at the Company's May 15, 1997 Annual Meeting of
Stockholders, except for Maxine Clark and Gary S. Matthews (each of whom was
appointed to fill vacancies on September 3, 1997).
NOMINEES FOR TERMS ENDING AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS
The principal occupations and positions for the past five years, and in
certain cases prior years, of each of the persons who is nominated for election
are as follows:
SUSAN E. ENGEL, age 51, has been Chairwoman of the Board of the Company and
of D 56, Inc. (the Company's principal operating subsidiary) since September 18,
1997 and a director of the Company since February 1996. Ms. Engel has been Chief
Executive Officer of the Company and of D 56, Inc. since November 13, 1996. She
was President of the Company and of D 56 Inc. from September 19, 1994 until
September 18, 1997, and Chief Operating Officer of the Company and of D 56, Inc.
from September 19, 1994 until November 13, 1996. Ms. Engel was a consultant to
retail and consumer goods companies from September 1993 to September 1994, and
Chief Executive Officer and President of Champion Products, Inc. (a manufacturer
of athletic and active sports apparel) from October 1991 to September 1993. Ms.
Engel is also a director of Penn Traffic, Piper Jaffray Companies Inc., and K2,
Inc.
JAY CHIAT, age 66, is a nominee for election to the Company's board of
directors at the 1998 Annual Meeting. Mr. Chiat has been a consultant with
Omnicom Management, Inc. (an advertising agency holding company) and a private
investor since November 1996. Prior to November 1996, Mr. Chiat was Chairman/CEO
of Chiat/Day, Inc., the worldwide advertising agency which he co-founded in
1968.
MAXINE CLARK, age 49, has been a director of the Company since September
1997. Ms. Clark has been founder and Chief Executive Office of Build-A-Bear
Workshop, a children's entertainment and interactive retailer, since July 1996.
Previously, Ms. Clark was President of Payless Shoe Source, Inc., a family shoe
store chain which was then a division of The May Department Stores Company. Ms.
Clark is also a director of The Earthgrains Company, Tandy Brands Accessories,
Inc. and Wave Technologies, Inc.
WM. BRIAN LITTLE, age 56, has been a director of the Company since October
1992. Mr. Little is a private investor. He was a General Partner of FLC
Partnership, L.P., the General Partner of Forstmann Little & Co. (the private
investment firm which he co-founded), from 1978 until January 1994. He is a
director of The Topps Company, Inc. and Aldila, Inc.
2
<PAGE>
GARY S. MATTHEWS, age 40, has been a director of the Company since September
1997. Mr. Matthews has been President and Chief Executive Officer of Guinness
Import Company, the U.S. subsidiary of Guinness PLC which imports beers and
ales, since January 1996. Prior to January 1996, Mr. Matthews was Vice President
of PepsiCo.
STEVEN G. ROTHMEIER, age 51, has been a director of the Company since
December 1992. Mr. Rothmeier is Chairman and Chief Executive Officer of Great
Northern Capital, a private investment management firm which he founded in March
1993. He is a director of Honeywell, Inc., E.W. Blanch Holdings, Inc., Precision
Castparts Corp. and Waste Management, Inc.
VIN WEBER, age 45, has been a director of the Company since February 1993.
Mr. Weber is a Partner of Clark & Weinstock, Inc., strategic communications
advisers, and he is also Vice Chairman of Empower America, a non-profit
organization which he co-founded in January 1993. From January 1993 through
February 1995, Mr. Weber was President of The Weber Group, Inc. He is a director
of ITT Corporation, ITT Educational Services, Inc., Mark Centers Trust, OneLink,
Inc. and TCF Financial Corporation.
FURTHER INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company directs the management of the business
and affairs of the Company, as provided by Delaware law, and conducts its
business through meetings of the Board and five standing committees: Executive,
Audit, Compensation, Stock Incentive and Nominating. In addition, from time to
time, special committees may be established under the direction of the Board
when necessary to address specific issues.
COMMITTEES OF THE BOARD -- BOARD MEETINGS
The Board of Directors of the Company held five meetings in 1997. Each
director attended 75% or more of the aggregate of (i) meetings of the Board held
during the period for which he or she served as a director, except for Gary S.
Matthews (50% attendance), and (ii) meetings of all committees held during the
period for which he or she served on those committees. Average attendance at all
such meetings of the Board and committees was approximately 98%.
The EXECUTIVE COMMITTEE of the Board has the authority to exercise all
powers and authority of the Board in the management of the business and affairs
of the Company that may be lawfully delegated to it under Delaware law. The
Committee consists of Wm. Brian Little (Chair); Susan E. Engel and Sandra J.
Horbach. The Executive Committee held one meeting in 1997.
The AUDIT COMMITTEE's principal functions are to review the scope of the
annual audit of the Company by its independent public accountants, review the
annual financial statements of the Company and the related audit report of the
Company as prepared by the independent public accountants, review management's
selection of an independent public accounting firm each year and review audit
and any non-audit fees paid to the Company's independent public accountants. The
Company's Chief Financial Officer, Principal Accounting Officer and General
Counsel generally attend Audit Committee meetings and give reports to and answer
inquiries from the Audit Committee. The Audit Committee reports its findings and
recommendations to the Board. The Audit Committee is composed of two non-
employee directors: Steven G. Rothmeier (Chair); and Todd L. Bachman. The Audit
Committee held three meetings in 1997.
The COMPENSATION COMMITTEE is authorized by the Board to oversee the
Company's compensation policies, review salaries and cash bonuses, approve
significant changes in salaried employee benefits, and recommend to the Board
such other forms of remuneration as it deems appropriate. The Compensation
Committee is composed of non-employee directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the
3
<PAGE>
"Exchange Act"). The Compensation Committee consists of Sandra J. Horbach
(Chair); Wm. Brian Little; Steven G. Rothmeier; and Vin Weber. The Compensation
Committee held three meetings in 1997.
The STOCK INCENTIVE COMMITTEE, is authorized by the Board to grant awards
under, and otherwise to administer, the Department 56, Inc. 1992 Stock Option
Plan and the Department 56, Inc. 1993, 1995 and 1997 Stock Incentive Plans. The
Stock Incentive Committee consists of Steven G. Rothmeier (Chair) and Vin Weber,
who are "Non-Employee Directors" within the meaning of Rule 16b-3 under the
Exchange Act and "Outside Directors" within the meaning of Section 162(m) of the
Internal Revenue Code. The Stock Incentive Committee held two meetings in 1997.
The NOMINATING COMMITTEE's principal functions are to identify, interview
and recommend for Board approval candidates for directorships of the Company.
The Nominating Committee consists of Wm. Brian Little (Chair); and Vin Weber.
The Nominating Committee held no formal meetings in 1997.
Two other Board committees, the Director Option Grant Committee and the
Non-Officer Grant Committee, are authorized to grant awards to non-employee
directors and to non-officer employees (subject to certain limitations),
respectively. These committees consist of the Company's Chief Executive Officer
as the sole committee member, and have acted by written consent in lieu of
meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On April 22, 1993, the Board of Directors established a Compensation
Committee comprised of three non-employee directors to administer the Company's
executive compensation. Sandra J. Horbach (who currently is Chair of the
Compensation Committee) served as Vice President and Assistant Secretary of the
Company and in various executive officer capacities at the Company's
subsidiaries prior to April 22, 1993, but did not receive compensation from the
Company or any of its subsidiaries for services rendered in any such capacity.
In 1997, affiliates of a firm of which Ms. Horbach is a general partner
provided to D 56, Inc. aircraft management, maintenance and travel services, and
D 56, Inc. paid approximately $1,343,000 in 1997 for those services.
DIRECTOR COMPENSATION
Non-employee directors receive an annual cash fee of $15,000, paid ratably
at each regular meeting of the Board of Directors, as well as a fee of $1,000
($500 if telephone conference participation) for attendance at any Board
meeting. Non-employee members of Board committees receive a fee of $750 ($500 if
telephone conference participation) for attendance at any committee meeting, and
any non-employee chair of a Board committee receives an additional annual fee of
$1,500. Directors are reimbursed for their out-of-pocket expenses arising from
attendance at meetings of the Company's Board of Directors or committees
thereof.
Each non-employee director receives an annual grant of an option to purchase
5,000 shares of Common Stock at fair market value on the date of grant.
Non-employee directors may elect to receive shares of Common Stock in lieu of
all or a portion of their cash fees, in which case shares of Common Stock are
issued having a fair market value on the date of issuance of 110% of the cash
fees which would otherwise then be payable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known by the Company
regarding the beneficial ownership of the Company's Common Stock, as of March
20, 1998, by each beneficial owner of more than five percent of the outstanding
Common Stock, by each of the Company's directors and nominees
4
<PAGE>
for Board election, by each of the executives named in the Summary Compensation
Table, and by all current directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED (1) OF CLASS (1)
- ------------------------------------------------------- ---------------------- ------------
<S> <C> <C>
Yacktman (2)........................................... 3,784,715 19.8%
Sound Shore Management, Inc. (3)....................... 1,561,100 8.2%
Todd L. Bachman (4).................................... 201,514 1.1%
Edward R. Bazinet (5).................................. 200,810 1.0%
Jay Chiat.............................................. 0 *
Maxine Clark (6)....................................... 2,011 *
David W. Dewey (7)..................................... 225,014 1.2%
Susan E. Engel (8)..................................... 336,500 1.7%
Sandra J. Horbach (9).................................. 12,216 *
Mark R. Kennedy (10)................................... 135,333 *
William E. Kirchner (11)............................... 0 *
Wm. Brian Little (12).................................. 77,897 *
Gary S. Matthews (13).................................. 2,256 *
Steven G. Rothmeier (14)............................... 35,500 *
Vin Weber (15)......................................... 22,700 *
David H. Weiser (16)................................... 56,000 *
All current directors and officers of the Company as a
group (17 persons) (17).............................. 1,257,662 6.3%
</TABLE>
- ------------------------
- ------------------------
* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding shares of Common Stock.
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days following March 20, 1998. For purposes
of computing the percentage of outstanding shares of Common Stock held by
each person or group of persons named above, any shares which such person or
persons has or have the right to acquire within 60 days following March 20,
1998, is deemed to be outstanding, but is not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person.
(2) This information is obtained from a Schedule 13G, dated February 5, 1998,
filed with the Securities and Exchange Commission by Donald A. Yacktman
("DAY"), The Yacktman Funds, Inc. ("YFI") and Yacktman Asset Management Co.
("YAM"). DAY beneficially owns 3,784,715 shares of Common Stock, of which he
has sole voting power with respect to 70,000 shares, shared voting power
with respect to 744,054 shares, sole dispositive power with respect to
70,000 shares, and shared dispositive power with respect to 3,714,715
shares. YFI beneficially owns 2,190,000 shares of Common Stock, of which it
has sole voting power with respect to 2,190,000 shares, shared voting power
with respect to 0 shares, sole dispositive power with respect to 0 shares,
and shared dispositive power with respect to 0 shares. YAM reports
beneficial ownership of 3,714,715 shares of Common Stock, of which it has
sole voting power with respect to 744,054 shares, shared voting power with
respect to 0 shares, sole dispositive power with respect to 3,714,715
shares, and shared dispositive power with respect to 0 shares. DAY holds
100% of the outstanding shares of capital stock of YAM. The address of the
principal business office of each of DAY, YFI and YAM is 303 West Madison
Street, Suite 1925, Chicago, Illinois 60606.
(3) This information is obtained from a Schedule 13G, dated January 15, 1998,
filed with the Securities and Exchange Commission by Sound Shore Management,
Inc. ("Sound Shore"). Sound Shore beneficially owns 1,561,100 shares of
Common Stock, of which it has sole voting power with
5
<PAGE>
respect to 1,475,000 shares and sole dispositive power with respect to
1,561,100 shares. The address of the principal business office of Sound
Shore is 8 Sound Shore Drive, Greenwich, Connecticut 06836.
(4) Includes 2,500 shares subject to purchase options exercisable by Mr. Bachman
currently or within 60 days of March 20, 1998.
(5) Mr. Bazinet's employment and position as a Board member with the Company and
its subsidiaries ended on September 18, 1997.
(6) Includes 1,875 shares subject to purchase options exercisable by Ms. Clark
currently or within 60 days of March 20, 1998.
(7) Includes 10,000 shares subject to purchase options exercisable by Mr. Dewey
currently or within 60 days of March 20, 1998.
(8) Includes 335,000 shares subject to purchase options exercisable by Ms. Engel
currently or within 60 days of March 20, 1998.
(9) Includes 2,500 shares subject to purchase options exercisable by Ms. Horbach
currently or within 60 days of March 20, 1998.
(10) Includes 133,333 shares subject to purchase options exercisable by Mr.
Kennedy currently or within 60 days of March 20, 1998.
(11) Mr. Kirchner's employment and position as an officer with the Company and
its subsidiaries ended on March 6, 1998.
(12) Includes 2,500 shares subject to purchase options exercisable by Mr. Little
currently or within 60 days of March 20, 1998.
(13) Includes 1,875 shares subject to purchase options exercisable by Mr.
Matthews currently or within 60 days of March 20, 1998. Includes 200 shares
owned by Mr. Matthews'.
(14) Includes 22,500 shares subject to purchase options exercisable by Mr.
Rothmeier currently or within 60 days of March 20, 1998.
(15) Includes 22,500 shares subject to purchase options exercisable by Mr. Weber
currently or within 60 days of March 20, 1998.
(16) Includes 56,000 shares subject to purchase options exercisable by Mr.
Weiser currently or within 60 days of March 20, 1998.
(17) Includes 672,915 shares subject to purchase options exercisable currently
or within 60 days of March 20, 1998.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and holders of more than 10% of the Company's Common Stock to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of Common Stock and other equity securities of the Company
on Forms 3, 4, and 5. Based on written representations of reporting persons and
a review of those reports, the Company believes that during the fiscal year
ended January 3, 1998, all its officers and directors and holders of more than
10% of the Company's Common Stock complied with all applicable Section 16(a)
filing requirements.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Department 56, Inc. is a holding company, all of the business activities of
which are conducted by D 56, Inc. and other subsidiaries.
The Summary Compensation Table sets forth individual compensation
information for the Chief Executive Officer and the four most highly compensated
executive officers (other than the Chief Executive Officer) who were serving as
executive officers at January 3, 1998, and one individual (Mr. Bazinet) who
would have been among those four most highly compensated executive officers but
for the fact that he was not serving as an executive officer at January 3, 1998.
The following table sets forth compensation information for each of those
individuals for the fiscal years ended January 3, 1998, December 28, 1996 and
December 30, 1995 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION(a) SECURITIES
NAME AND ------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------------- ---- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Susan E. Engel, 1997 $441,923 $155,385 150,000(b) $27,429(c)
Chairwoman of the Board and 1996 376,769 100,000 130,000(b) 21,855
Chief Executive Officer 1995 350,000 75,000 35,000(b) 34,532
Edward R. Bazinet, 1997 289,231 -- -- 2,797(c)
Former Board Chairman (d) 1996 500,000 100,000 -- 21,811
1995 496,153 250,000 -- 21,764
David W. Dewey, 1997 261,343 103,590 100,000(b) 27,429(c)
Executive Vice President 1996 219,344 44,000 5,000(b) 22,744
-- Overseas Operations 1995 209,976 55,000 10,000(b) 22,687
Mark R. Kennedy, 1997 233,507 81,076 35,000(b) 27,429(c)
Senior Vice President and 1996 219,135 44,000 50,000(b) 26,944
Chief Financial Officer 1995 144,712(e) 22,500 100,000(b) 39,895
William E. Kirchner, 1997 194,231 69,060 35,000(b) 22,804(c)
Senior Vice President 1996 176,554 30,000 5,000(b) 22,744
-- Product Development (f) 1995 167,231 50,000 10,000(b) 20,377
David H. Weiser, 1997 187,966 65,331 35,000(b) 27,429(c)
Senior Vice President 1996 177,585 36,000 6,000(b) 22,744
-- Legal/Human Resources, 1995 169,041 40,000 12,000(b) 22,687
General Counsel and Secretary
</TABLE>
- ------------------------
(a) With respect to each Named Executive Officer, the aggregate amount of
perquisites and other personal benefits, securities or property was less
than either $50,000 or 10% of the total of annual salary and bonus reported
for such Named Executive Officer in each of 1997, 1996 and 1995.
(b) Reflects the number of shares of Common Stock underlying options granted.
(c) Reflects long-term disability insurance premiums in the amounts of $460,
$422, $460, $460, $460 and $460, respectively, and matching contributions by
D 56, Inc. under the D 56, Inc. 401(k) Retirement Savings Plan in the
amounts of $2,375, $2,375, $2,375, $2,375, $2,375 and $2,375, respectively,
and profit sharing in the amounts of $24,594, $0, $24,594, $24,594, $19,969
and $24,594, respectively, for Ms. Engel, Mr. Bazinet, Mr. Dewey, Mr.
Kennedy, Mr. Kirchner and Mr. Weiser.
7
<PAGE>
(d) Mr. Bazinet's employment with the Company and its subsidiaries ended on
September 18, 1997. See also "Employment Agreements" below.
(e) Reflects the salary of Mr. Kennedy from April 25, 1995, when Mr. Kennedy
became an employee of the Company, through December 30, 1995.
(f) Mr. Kirchner's employment with the Company and its subsidiaries ended on
March 6, 1998.
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR. The following table sets forth
information concerning individual grants of stock options made by the Company
during the fiscal year ended January 3, 1998 to each of the Named Executive
Officers.
OPTION GRANTS
IN THE FISCAL YEAR ENDED JANUARY 3, 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------------------------------------------ AT ASSUMED ANNUAL RATES
PERCENT OF OF STOCK PRICE APPRECIATION
TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE FOR OPTION TERM
UNDERLYING OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR(2) (PER SHARE) DATE(3) 5%(4) 10%(4)
- ---------------------- --------------------- --------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Susan E. Engel........ 150,000 19.6% $21.47 7/18/07 $2,028,915 $5,120,595
Edward R. Bazinet..... -- -- -- -- -- --
David W. Dewey........ 100,000 13.1 21.34 7/11/07 1,344,420 3,393,060
Mark R. Kennedy....... 35,000 4.6 21.47 7/18/07 473,414 1,194,806
William E. Kirchner... 35,000 4.6 21.47 7/18/07 473,414 1,194,806
David H. Weiser....... 35,000 4.6 21.47 7/18/07 473,414 1,194,806
</TABLE>
- ------------------------
(1) One-third of the total number of options granted will be exercisable on the
first anniversary of the option grant date and, thereafter, an additional
one-third of the total number of options granted will be exercisable on each
of the second and third anniversaries of the option grant. Vesting may be
accelerated in certain circumstances, including in the case of a "change in
control" of the Company.
(2) The Company granted a total of 763,500 options to employees in the fiscal
year ended January 3, 1998.
(3) The options generally expire on the earliest of (a) the tenth anniversary of
the date of grant, (b) 30 days following termination of the optionee's
employment or (c) the exercise in full of the option.
(4) The assumed 5% and 10% annual rates of appreciation over the term of the
options are set forth in accordance with rules and regulations adopted by
the Securities and Exchange Commission and do not represent the Company's
estimate of stock price appreciation.
AGGREGATED OPTION EXERCISES. The following table sets forth information (on
an aggregated basis) concerning exercises of options during the fiscal year
ended January 3, 1998 by each of the Named Executive Officers and the fiscal
year-end value of unexercised options.
8
<PAGE>
AGGREGATED OPTION EXERCISES
IN THE FISCAL YEAR ENDED JANUARY 3, 1998 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN-THE-MONEY" OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED ON VALUE ---------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------ ----------- ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Susan E. Engel............... -- -- 291,662 248,338 $ 349,232 $ 1,762,068
Edward R. Bazinet............ -- -- -- -- -- --
David W. Dewey............... -- -- 8,333 106,667 13,432 748,868
Mark R. Kennedy.............. -- -- 83,332 101,668 134,320 516,830
William E. Kirchner.......... -- -- 8,333 41,667 13,432 275,018
David H. Weiser.............. 11,000 $ 304,260 54,000 43,000 1,126,240 280,390
</TABLE>
- --------------------------
(1) Options are "in-the-money" at the fiscal year-end if the fair market value
of the underlying securities on such date exceeds the exercise or base price
of the option. The amounts set forth represent the difference between the
fair market value of the securities underlying the options on January 3,
1998 ($28.56 per share) and the exercise price of the options, multiplied by
the applicable number of options.
EMPLOYMENT AGREEMENTS
The Company does not have any employment agreement with any of the Named
Executive Officers. However, in October 1992 Mr. Dewey and Mr. Kirchner each
agreed (for the duration of his employment by the Company and for two years
thereafter) not to engage anywhere in the world in any activity competitive with
the Company's business, subject to certain limited exceptions.
In connection with Mr. Bazinet's separation from service in 1997, the
Company purchased 250,000 of his shares of Common Stock on November 10 at a
price per share equal to the closing price reported in consolidated trading on
that day ($30.25), and sold its aircraft in December for $8,567,000 (fair market
value as determined by an independent expert appraiser) to a financial
institution which then commenced a lease of the aircraft to Mr. Bazinet. The
Company recognized a gain of $2,882,000 in connection with the aircraft sale.
These transactions were not provided for in any employment agreement or other
arrangement that existed at the time of Mr. Bazinet's separation from service,
and the Board of Directors does not view these transactions to have been
compensatory to Mr. Bazinet.
The Compensation Committee and the Board of Directors have adopted a program
providing for the payment to certain employees of cash incentives based upon the
Company's attainment of defined financial performance goals. The program
provides that, upon the occurence of certain events specified as a "change of
control" of the Company, the defined financial measures are deemed to have been
fully (100%) achieved and the employee participants in the program vest in a
specified cash incentive (prorated over the fiscal year in which the change of
control occurs from the first day of the fiscal year through the date of the
change of control).
Except for certain provisions of the cash incentive program described above
and for certain vesting acceleration provisions in the Company's 1992 Stock
Option Plan, 1993, 1995 and 1997 Stock Incentive Plans and related agreements,
there are no compensatory plans or arrangements with respect to any of the Named
Executive Officers which are triggered by, or result from, the resignation,
retirement or any other termination of such executive's employment, a
change-in-control of the Company or a change in such executive's
responsibilities following a change-in-control.
9
<PAGE>
COMPENSATION COMMITTEE AND STOCK INCENTIVE COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors evaluates the general
compensation policies of the Company and the specific compensation of executive
officers to assure that compensation is both competitive and related to
individual and Company performance. The Stock Incentive Committee awards grants
under the Company's stock option and incentive plans and administers those
plans, sometimes seeking the advice of the Compensation Committee and/or
management as the Stock Incentive Committee believes appropriate. Each of the
Compensation Committee and the Stock Incentive Committee is comprised entirely
of non-employee directors.
The Compensation Committee believes that the compensation of the executive
officers, including that of the Chief Executive Officer, must reflect an
appropriate relationship between compensation and the Company's performance,
while at the same time motivating and retaining key employees. Accordingly, this
goal has been accomplished by considering each employee's responsibilities and
experience in his or her specific area and his or her performance over a
sustained period of time (with respect to existing employees) or a subjective
evaluation of the appropriate overall compensation to induce the employee to
join the Company (with respect to new personnel), as well as the Company's
financial performance during the year. Competitive compensation data, where
available, has also been considered in determining executive salaries and
eligibility for incentive compensation. No specific weights were assigned to
these factors (although job position and subjective evaluation of appropriate
overall compensation to attract or retain the employee were considered most
important).
Cash incentive compensation for 1997 was determined under a defined
pay-for-performance program, with certain threshold and target levels for
operating income (and individual bonus opportunity) established at the beginning
of the year. The defined program calibrates a portion of incentive compensation
against achievement of budgeted operating income, and the remainder against
growth in operating income. For fiscal 1997, no bonuses were paid for operating
income growth. The defined pay-for-performance system was not used in setting
the 1997 bonus of one executive officer because the recency of hire (including,
the individual's relinquishment of bonus from his prior employer) was deemed to
make the defined program inapplicable.
The Compensation Committee and the Stock Incentive Committee believe that
executive officers and other key employees, who are in a position to make a
substantial contribution to the long-term success of the Company and to increase
stockholder value, should focus their attention on managing the Company as
owners with equity positions in the business. In order to align these employees'
long-term interests with those of stockholders, the Compensation Committee and
the Stock Incentive Committee believe that an effective method is through
encouraging significant stock ownership in the Company.
Accordingly, in 1997 the Stock Incentive Committee and the Non-Officer Grant
Committee awarded, pursuant to the Company's stock option and stock incentive
plans, options to purchase an aggregate of 763,500 shares of Common Stock to
employees of the Company (excluding Mr. Bazinet, but including an option to
purchase 150,000 shares of Common Stock granted to Ms. Engel and including
options to purchase an aggregate of 205,000 shares of Common Stock granted to
the other four Named Executive Officers). The number of options granted to the
Named Executive Officers and other employees was based on subjective assessment
of the responsibilities and nature of the position of the grantee, whether the
grant was part of a compensation offer in connection with the individual being
hired by the Company during the year, and the recommendations of the Chief
Executive Officer (other than with respect to her own option grant). Each grant
was made without assigning specific weights to these factors or applying a
mathematical formula. The exercise price of the options granted was, in each
case, at the fair market value per share as determined by reported consolidated
trading in Common Stock on the date of grant. To encourage employees to remain
in the employ of the Company, options granted under the Company's existing stock
option and stock incentive plans vest over a three-year period, beginning one
year
10
<PAGE>
after the date of grant. It is expected that future awards will be made
periodically and will contain terms substantially similar to those of stock
options currently outstanding.
The current cash compensation for executive officers for the fiscal year
ended January 3, 1998 was comprised of base salary and bonus as described
earlier in this report. Ms. Engel, the Chief Executive Officer, received
$441,923 in base salary and $155,385 in bonus for the 1997 fiscal year. The
Compensation Committee's determinations with respect to Ms. Engel's compensation
were based on individual performance and responsibilities as well as the
Company's financial performance in fiscal 1997, focussing specifically on
operating income with respect to Ms. Engel's bonus under the pay-for-performance
incentive plan described above.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code, as amended, generally disallows a tax deduction to public
companies for individual compensation over $1 million paid to a company's Chief
Executive Officer and four other most highly compensated executive officers
unless the compensation qualifies as "performance-based compensation" under the
statute. Options granted pursuant to the Company's current stock option and
stock incentive plans qualify as "performance-based compensation"; because the
other compensation for each of the Company's executive officers reported and
discussed above for the fiscal year ended January 3, 1998 did not exceed $1
million, Section 162(m) did not affect the deductibility of any executive
officer's compensation in 1997. The Compensation Committee accordingly does not
have a policy on qualifying executive officer compensation for deductibility
under that Section, although it does consider cost to the Company, including the
deductibility of compensation, in making all compensation decisions.
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF DEPARTMENT 56, INC.
Sandra J. Horbach
Wm. Brian Little
Steven G. Rothmeier
Vin Weber
THE STOCK INCENTIVE COMMITTEE OF THE BOARD OF DIRECTORS
OF DEPARTMENT 56, INC.
Steven G. Rothmeier
Vin Weber
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on $100 invested on
June 11, 1993, in each of the Common Stock of the Company, Standard & Poor's
MidCap 400 Index, and a peer line-of-business index. The peer line-of-business
index is composed of all issuers within the Standard & Poor's Consumer Goods
(Jewelry, Novelties & Gifts) Industry Sector which also are contained among the
issuers in the Standard & Poor's 500 or MidCap 400 stock indices. The issuers
within this index are American Greetings Corporation; Gibson Greetings, Inc.;
Jostens, Inc.; Lancaster Colony Corp.; and Stanhome, Inc. Each component issuer
is weighted in calculation of the index to recognize its stock market
capitalization. The returns of the Standard & Poor's indices and the peer
line-of-business index are calculated assuming reinvestment of dividends. The
Company has not paid any dividends.
The graph covers a period commencing June 11, 1993, when the Company's
Common Stock was first publicly traded, and specifies data values for the Friday
nearest to each of the Company's fiscal year-ends during such period.
The stock price performance shown on the graph below is not necessarily
indicative of future price performance. Data points below provided by Research
Holdings Limited, a licensee of Standard & Poor's.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
DEPARTMENT 56, INC., S&P MIDCAP 400 INDEX
AND S&P JEWELRY, NOVELTIES & GIFTS SECTOR
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DEPARTMENT 56, INC. S&P MIDCAP 400 S&P JEWELRY, NOVELTIES & GIFTS
<S> <C> <C> <C>
Jun 11 1993 $100 $100 $100
Jan 1 1994 138 108 120
Dec 31 1994 203 104 104
Dec 30 1995 196 137 119
Dec 28 1996 125 163 126
Jan 3 1998 145 216 159
</TABLE>
12
<PAGE>
CERTAIN RELATED PARTY TRANSACTIONS
In the ordinary course of its business, the Company sells products to a
floral and nursery wholesaler and retailer of which Todd L. Bachman is an
officer and director and owns, together with members of his immediate family in
the aggregate, approximately 17% of the outstanding equity securities. During
the fiscal year ended January 3, 1998 and the eight weeks ended February 28,
1998, the Company had net sales to this floral and nursery business in the
amount of approximately $1,323,000 and approximately $2,400, respectively. This
floral and nursery business supplies trucking, landscaping and florist services
to the Company in the ordinary course of the Company's business, for which the
Company was charged approximately $154,000 and $27,000 during the fiscal year
ended January 3, 1998 and the eight weeks ended February 28, 1998, respectively.
During the fiscal year ended January 3, 1998 and the eight weeks ended February
28, 1998, the Company in the ordinary course of business had purchases of
approximately $80,000 and $3,000, respectively, of computer peripherals from a
firm owned by the father of Robert S. Rose, the Company's Vice President --
Distribution and Operations.
In 1997, affiliates of a firm of which Sandra J. Horbach is a general
partner provided to D 56, Inc. aircraft management, maintenance and travel
services, and D 56, Inc. paid approximately $1,343,000 in 1997 for those
services.
In 1997, Edward R. Bazinet paid D 56, Inc. approximately $467,000 for
personal usage of corporate aircraft. In addition, D 56, Inc. sold its aircraft
in December 1997 for $8,567,000 (fair market value as determined by an
independent expert appraiser) to a financial institution which then commenced a
lease of the aircraft to Mr. Bazinet. The Company recognized a gain of
$2,882,000 in connection with the aircraft sale. The Company purchased 250,000
shares of Common Stock from Mr. Bazinet on November 10, 1997 at a price per
share equal to the closing price reported in consolidated trading on that day
($30.25).
The Company believes that the terms of these transactions were no less
favorable to the Company than the terms which could be obtained from an
unrelated third party.
ITEM 2 -- APPOINTMENT OF AUDITORS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed Deloitte & Touche LLP, independent public accountants, to audit and
report on the consolidated financial statements of the Company for the fiscal
year ending January 2, 1999 and to perform such other services as may be
required of them. Deloitte & Touche LLP has served as auditors for the Company
since October 1992. The Board of Directors has directed that management submit
the appointment of auditors for ratification by the stockholders at the Annual
Meeting. Representatives of Deloitte & Touche LLP are expected to be present at
the meeting, will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate stockholder questions.
PROXIES WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 2,
1999. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers,
directors, and regular employees of the Company and its subsidiaries, none of
whom will receive additional compensation therefor, may solicit proxies in
person or by telephone, telegraph or other means. Solicitation will also be made
by employees of Chase Mellon Shareholder Services, which firm will be paid a fee
estimated not to exceed $3,500, plus expenses. As is customary, the Company
will, upon request, reimburse brokerage firms, banks, trustees, nominees and
other persons for their out-of-pocket expenses in forwarding proxy materials to
their principals.
13
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 1999
ANNUAL MEETING OF STOCKHOLDERS
Stockholders may present proposals which may be proper subjects for
inclusion in the proxy statement and for consideration at an Annual Meeting. To
be considered, proposals must be submitted on a timely basis. Proposals for the
1999 Annual Meeting must be received by the Company no later than December 3,
1998. Proposals, as well as any questions related thereto, should be submitted
in writing to the Secretary of the Company. Proposals may be included in the
proxy statement for the 1998 Annual Meeting if they comply with certain rules
and regulations promulgated by the Securities and Exchange Commission.
OTHER MATTERS
The Company knows of no other matter to be brought before the 1998 Annual
Meeting. If any other matter requiring a vote of the stockholders should come
before the meeting, it is the intention of the persons named in the proxy to
vote the same with respect to any such matter in accordance with their best
judgment.
The Company will furnish, without charge, to each person whose proxy is
being solicited upon written request, a copy of its Annual Report on Form 10-K
for the fiscal year ended January 3, 1998, as filed with the Securities and
Exchange Commission (excluding exhibits). Copies of any exhibits thereto also
will be furnished upon the payment of a reasonable duplicating charge. Requests
in writing for copies of any such materials should be directed to Mr. David H.
Weiser, Secretary, Department 56, Inc., One Village Place, 6436 City West
Parkway, Eden Prairie, Minnesota 55344.
By order of the Board of Directors,
DAVID H. WEISER
Secretary
Eden Prairie, Minnesota
April 2, 1998
14
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 2 Please mark
your votes as /X/
indicated in
this example
Item 1. ELECTION OF DIRECTORS FOR ALL WITHHELD FROM
NOMINEES ALL NOMINEES
/ / / /
Nominees: Wm. Brian Little,
Susan E. Engel, Gary S. Matthews,
Jay Chiat, Steven G. Rothmeier,
Maxine Clark, Vin Weber
WITHHELD FOR: To withhold authority for any individual nominee(s),
write the nominee(s) name(s) on the line provided below:
- -------------------------------------------------------------------------------
Item 2. APPROVAL OF AUDITORS FOR AGAINST ABSTAIN
/ / / / / /
I PLAN TO ATTEND MEETING / /
COMMENTS/ADDRESS CHANGE PLEASE MARK THIS BOX IF YOU HAVE WRITTEN
COMMENTS/ADDRESS CHANGES ON THE REVERSE SIDE. / /
RECEIPT IS HEREBY ACKNOWLEDGED OF THE DEPARTMENT 56, INC.
NOTICE OF MEETING AND PROXY STATEMENT.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
SIGNATURE SIGNATURE DATE
----------------------- ---------------------- ------------
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. CORPORATE AND PARTNERSHIP PROXIES SHOULD BE
SIGNED BY AN AUTHORIZED PERSON INDICATING THE PERSON'S TITLE.
- FOLD AND DETACH HERE -
[LOGO]
For more information about Department 56 products or a dealer near you,
contact 1-800-LIT-TOWN
or
www.department56.com
- FOLD AND DETACH HERE -
DEPARTMENT 56, INC.
1998 Annual Meeting
Admission Ticket - Non-Transferable
Minneapolis Marriott Southwest
5801 Opus Parkway
Minnetonka, Minnesota 55343
(see reverse side for map)
May 14, 1998
1:00 p.m.
- ----------------------------------- ----------------------------------
SIGNATURE OF SHAREHOLDER(S) SIGNATURE OF SHAREHOLDER(S)
Detach and retain this portion, sign and present for admittance to meeting.
<PAGE>
P R O X Y
DEPARTMENT 56, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF DEPARTMENT 56, INC.'S BOARD OF DIRECTORS.
The undersigned hereby appoints Mark R. Kennedy, Timothy J. Schugel and David
H. Weiser, and each of them, Proxies for the undersigned, with full power of
substitution, to represent and to vote all shares of Department 56, Inc. Common
Stock which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Department 56, Inc. to be held in Minnetonka, Minnesota on
Thursday, May 14, 1998 at 1:00 p.m., or at any adjournment thereof, upon the
matters set forth on the reverse side and described in the accompanying Proxy
Statement and upon such other business as may properly come before the meeting
or any adjournment thereof.
PLEASE MARK THIS PROXY AS INDICATED ON THE REVERSE SIDE TO VOTE ON ANY ITEM.
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS,
PLEASE SIGN THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED. IF NO SPECIFICATION
IS MADE, THE PROXY SHALL BE VOTED FOR ITEMS 1 AND 2. IN THEIR DISCRETION, THE
APPOINTED PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed and dated on other side)
- FOLD AND DETACH HERE -
FROM THE SOUTH
- - 35W North to 494 West
- - 494 West to Highway 169 North
- - Highway 169 North to Londonderry/Bren Road Exit
- - Left on Bren Road
- - Proceed 2 blocks to Minneapolis Marriott
Southwest sign
- - Left to Minneapolis Marriott Southwest
FROM THE NORTH:
- - Highway 169 South to Londonderry/Bren Road Exit
- - Right on Bren Road
- - Left on Opus Parkway
- - Left to Minneapolis Marriott Southwest
FROM MINNEAPOLIS:
- - 35W South to Crosstown 62 West
- - Highway 169 North to Londonderry/Bren Road Exit
- - Left on Bren Road
- - Proceed 2 blocks to Minneapolis Marriott Southwest sign
- - Left to Minneapolis Marriott Southwest
FROM THE AIRPORT:
- - 494 West to 169 North
- - Highway 169 North to Londonderry/Bren Road Exit
- - Left on Bren Road
- - Proceed 2 blocks to Minneapolis Marriott Southwest sign
- - Left to Minneapolis Marriott Southwest
FROM THE WEST:
- - Highway 5 East to Highway 169 North
- - Highway 169 North to Londonderry/Bren
Road Exit
- - Left on Bren Road
- - Proceed 2 blocks to Minneapolis Marriott
Southwest sign
- - Left to Minneapolis Marriott Southwest
- FOLD AND DETACH HERE -
(612) 935-5500
MINNEAPOLIS MARRIOTT
SOUTHWEST
[MAP]
