<PAGE> 1
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
SEDA SPECIALTY PACKAGING CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable.
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE> 2
SEDA SPECIALTY PACKAGING CORP.
2501 WEST ROSECRANS AVENUE
LOS ANGELES, CALIFORNIA 90059-3510
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, MAY 21, 1997
2:00 P.M. PACIFIC TIME
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of SEDA Specialty Packaging Corp. will
be held at the offices of the Company, 2501 West Rosecrans Avenue, Los Angeles,
California 90059-3510, on Wednesday, May 21, 1997 at 2:00 p.m., Pacific Time for
the following purposes:
1. To elect five (5) directors.
2. To ratify the selection of Price Waterhouse LLP as independent auditors
for the year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 21, 1997 are
entitled to notice of and to vote at this meeting and any adjournment or
postponement thereof.
By Order of the Board of Directors
Ronald W. Johnson,
Secretary
Los Angeles, California
April 25, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
<PAGE> 3
SEDA SPECIALTY PACKAGING CORP.
2501 WEST ROSECRANS AVENUE
LOS ANGELES, CALIFORNIA 90059-3510
------------------------
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of Directors of
SEDA Specialty Packaging Corp., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders of the Company to be held at 2:00 P.M.,
Pacific Time, on May 21, 1997. The approximate mailing date for this proxy
statement and the enclosed proxy is April 25, 1997. Only Stockholders of record
at the close of business on April 21, 1997 (the "Record Date") will be entitled
to vote. At such date, the Company had outstanding 5,261,138 shares of its
common stock, $0.001 par value (the "Common Stock"). Holders of Common Stock are
entitled to one vote for each share held. An abstaining vote will be counted as
a vote against the relevant proposal.
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it prior to or at the meeting. A proxy may be revoked by
a writing delivered to the Secretary of the Company stating that the proxy is
revoked, by a subsequent proxy signed by the person who signed the earlier
proxy, or by attendance at the meeting and voting in person.
The expense of soliciting proxies in the enclosed form will be paid by the
Company. Following the original mailing of the proxies and soliciting materials,
employees of the Company may solicit proxies by mail, telephone, telegraph,
telecopy and personal interviews. The Company will request brokers, custodians,
nominees and other record holders to forward copies of the proxies and
soliciting materials to persons for whom they hold shares of the Company's
Common Stock and to request authority for the exercise of proxies; in such
cases, the Company will reimburse such holders for their reasonable expenses.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date by (i) each person
known by the Company to own beneficially 5% or more of the Common Stock, (ii)
each current director of the Company, (iii) each executive officer listed in the
Summary Compensation Table under "Executive Compensation" below and (iv) all
current directors (each of whom is a nominee for director) and executive
officers as a group:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS(1) OWNED(2) OWNED
----------------------------------------------------------------- ------------ -------
<S> <C> <C>
Shapour and Pamela Sedaghat, as joint tenants.................... 2,185,967 41.5%
Shawn Sedaghat(3)................................................ 1,609,133 27.7%
Edward F. Csaszar(4)............................................. 35,750 *
Edward S. Dombroski(5)........................................... 17,250 *
Andreas Iseli(6)................................................. 26,750 *
Ronald W. Johnson(5)............................................. 30,000 *
Daniel E. Wieneke(5)............................................. 1,125 *
Dann V. Angeloff(7).............................................. 35,000 *
Alfred E. Osborne, Jr.(7)........................................ 36,000 *
Robert H. King(5)................................................ 11,250 *
All Directors and Executive Officers as a Group (10
persons)(8)...................................................... 1,822,508 30.4%
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS(1) OWNED(2) OWNED
----------------------------------------------------------------- ------------ -------
<S> <C> <C>
Fidelity Capital Appreciation Fund............................... 327,000 6.2%
82 Devonshire Street
Boston, MA 02109
Verissimo Research & Management, Inc............................. 282,700 5.4%
775 Baywood Drive
Petaluma, CA 94954
</TABLE>
- ---------------
* Less than one percent.
(1) Each of such persons may be reached through the Company at 2501 West
Rosecrans Boulevard, Los Angeles, California 90059-3510 unless otherwise
stated.
(2) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by such
person, subject to applicable community property laws.
(3) Includes 545,000 shares issuable pursuant to stock options exercisable
within 60 days of the Record Date.
(4) Includes 27,750 shares issuable pursuant to stock options exercisable within
60 days of the Record Date.
(5) Represents shares issuable pursuant to stock options exercisable within 60
days of the Record Date.
(6) Includes 21,750 shares issuable pursuant to stock options issuable within 60
days of Record Date.
(7) Includes 30,000 shares issuable pursuant to stock options exercisable within
60 days of the Record Date.
(8) Includes 734,375 shares issuable pursuant to stock options exercisable
within 60 days of the Record Date.
ELECTION OF DIRECTORS
Five directors of the Company are to be elected, each to hold office until
the next annual meeting of stockholders and until their respective successors
are elected, or until death, resignation or removal. Shares represented by the
accompanying proxy will be voted for the election of the following five nominees
recommended by the Board of Directors, unless the proxy is marked in such a
manner as to withhold authority so to vote. Such nominees are the incumbent
directors of the Company. The candidates receiving the highest number of votes,
up to the number of directors to be elected, will be elected. If any such person
is unable or unwilling to serve as a nominee for the office of director at the
date of the Annual Meeting or any postponement or adjournment thereof, the
proxies may be voted for a substitute nominee, designated by the proxy holders
or by the present Board of Directors to fill such vacancy, or for the balance of
those nominees named without nomination of a substitute. The Board of Directors
has no reason to believe that any of such nominees will be unwilling or unable
to serve if elected as a director.
The names, ages and principal occupation at the Record Date and for the
past five years and directorships of the nominated directors are as follows:
SHAHROKH "SHAWN" SEDAGHAT, age 31, was elected President of the Company in
November 1992 and Chairman of the Board and Chief Executive Officer of the
Company in February 1995. From March 1985 to November 1992, Mr. Sedaghat held
various positions with the Company including machine operator, assembly
supervisor, molding supervisor, quality control manager and general manager.
RONALD W. JOHNSON, age 49, has been Vice President of Finance and Chief
Financial Officer of the Company since November 1992. From July 1983 until
joining the Company, he was employed by McDonnell Douglas Information Systems
Company in various executive positions with various subsidiaries and divisions
of such company, including Vice President of Finance and Administration of
McDonnell Douglas Computer Systems Company, Vice President of Financial Planning
and Analysis of McDonnell Douglas Information Systems Group and Vice President
of Finance and Chief Financial Officer of Microdata Corporation. From 1978 to
1983 he was Corporate Controller and Chief Accounting Officer of Electronic
Memories and
2
<PAGE> 5
Magnetics Corporation, and from 1972 to 1978 he was employed by Price
Waterhouse. Mr. Johnson is a Certified Public Accountant.
DANN V. ANGELOFF, age 61, became a director of the Company in September
1993. Since 1976 Mr. Angeloff has been the President of The Angeloff Company, a
corporate financial advisory firm. Mr. Angeloff serves on the Board of Directors
of Compensation Resource Group, Eagle Lifestyle Nutrition, Inc., Leslie's
Poolmart, Nicholas/Applegate Growth Equity Fund, Nicholas/Applegate Investment
Trust, Public Storage, Inc., Ready Pac Produce, Inc., and Royce Medical Company.
Mr. Angeloff is a former Trustee of the University of Southern California and is
a University Counselor to the President of the University of Southern
California.
ROBERT H. KING, age 75, became a director of the Company in February 1995.
Mr. King has served as President of Consumer Marketing International, Inc., a
consumer product marketing company, since 1984. From 1978 to 1984, he served as
Chairman, President, Chief Executive Officer and Chief Operating Officer of
World Book, Inc. a publisher of reference books. From 1968 - 1978, he served as
President to Time-Life Libraries, Inc., a publishing subsidiary of Time-Life,
Inc.
ALFRED E. OSBORNE, JR., Ph.D., age 51, became a director of the Company in
November 1993. He currently serves as Associate Professor of Business Economics
and the Director of the Harold Price Center for Entrepreneurial Studies in the
Anderson Graduate School of Management at U.C.L.A., where he has held several
management and teaching positions since 1972. Dr. Osborne currently serves on
the Board of Directors of Greyhound Lines, Inc., Nordstrom, Inc., The Times
Mirror Company and United States Filter Corporation. He has authored numerous
articles, reports and other publications with respect to capital market issues
confronting small and growing enterprises and is a member of the Council of
Economic Advisors for California.
There are no family relationships between any of the directors or executive
officers of the Company.
The Board of Directors held four meetings during 1996. Each director
attended at least 75% of the aggregate of all meetings held by the Board in 1996
during his tenure as a director.
DIRECTORS' COMPENSATION
For 1996, outside directors were entitled to: (i) an annual payment of
$10,000, payable in equal quarterly installments of $2,500, (ii) $750 per
meeting of the Board of Directors or any committee thereof that is attended in
person, (iii) $500 per attended telephonic Board meeting, and (iv) $750 per
Committee meeting for serving as a Committee Chairman. These amounts were pro
rated for the time served by the outside directors. In 1997 the directors'
compensation will be increased by 20%.
In addition, each outside Board member was granted stock options
exercisable for 15,000 shares at a per share price equal to the market price of
the Company's Common Stock on the date such person became a member of the Board,
vesting at the rate of 25% a year. For each year after the first year of Board
membership, an outside director may be granted additional options for at the
then-market price on the date of grant. The Company may change this policy in
the future. In October 1994, the Company issued each of Dann V. Angeloff and
Alfred E. Osborne, Jr., Ph.D. stock options for 5,000 shares at a per share
exercise price of $12.50. In February 1995, the Company issued each of Dann V.
Angeloff, Alfred E. Osborne, Jr. and Robert H. King stock options for 15,000
shares at a per share exercise price of $11.1875.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors reviews and approves
the Company's compensation programs. See "Report of Compensation Committee."
Dann V. Angeloff, Chairman, and Alfred E. Osborne, Jr. are the current members
of the Company's Compensation Committee which was formed in September 1993. The
Committee held two meetings during 1996.
3
<PAGE> 6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pacific Atlantic Brokerage, Inc. ("Pacific Atlantic"), a corporation
majority owned by Shawn Sedaghat, provides freight forwarding services to the
Company. The cost of the services provided by Pacific Atlantic to the Company in
1996, and charged to operations was $1,243,000. The Company's Audit Committee
periodically reviews the freight forwarding services and terms under which those
services are provided to the Company by Pacific Atlantic. To the extent that
such freight forwarding services are not competitive in terms of price and
otherwise with those that could be obtained from independent sources, the
Committee would consider modifying the relationship accordingly or associating
with another freight forwarding company. As of December 31, 1996, in the
aggregate, the Company owed $90,000 to Pacific Atlantic. The Company believes
that the terms of the transactions referenced in this section were on terms as
favorable to the Company as would have been received in transactions negotiated
at arms-length.
OTHER COMMITTEES
The Audit Committee of the Board of Directors consists of Messrs. Osborne,
Chairman, and Angeloff. It met two times in 1996 and each member attended the
meetings. The Board of Directors presently has no Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information regarding
compensation paid by the Company for services rendered during the fiscal years
ended December 31, 1996, 1995 and 1994 to the Company's Chief Executive Officer
and its most highly paid executive officers other than the Chief Executive
Officer whose compensation exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND ------------------------------- OTHER ANNUAL STOCK UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS OPTION($)
- -------------------------------- ---- --------- -------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Shawn Sedaghat.................. 1996 345,427 345,000 15,336(1) -- --
Chairman, President and 1995 300,150(2) 125,000 17,796(1) -- 250,000
Chief Executive Officer 1994 193,167 60,000 11,550(1) -- 60,000
Edward F. Csaszar............... 1996 207,150 -- 10,275(1) -- --
Vice President of Sales and 1995 174,821 -- 10,256(1) -- 15,000
Marketing 1994 150,123 5,000 9,600(1) -- 2,000
Edward S. Dombroski............. 1996 100,200 25,000 5,153(1) -- --
Vice President and 1995 98,153 25,000 6,155(1) -- 15,000
General Manager 1994 86,634 5,000 5,152(1) -- 5,000
Andreas Iseli................... 1996 142,300 -- 7,338(1) -- --
Vice President Operations, 1995 92,049 -- 7,509(1) -- 15,000
Tube Division 1994 68,769 -- 6,534(1) -- 4,000
Ronald W. Johnson............... 1996 105,200 50,000 8,319(1) -- --
Vice President of Finance, 1995 100,259 40,000 7,093(1) -- 15,000
Chief Financial Officer and 1994 100,415 30,000 1,200(1) -- 5,000
Secretary
Daniel E. Wieneke............... 1996 227,019 10,000 10,800(1) -- 500
President of American 1995 71,388(3) -- 4,000(1) -- 2,000
Safety Closure Corp. 1994 -- -- -- -- --
</TABLE>
- ---------------
(1) Primarily represents automobile expenses or allowances paid by the Company.
(2) Shawn Sedaghat was elected Chairman of the Board of Chief Executive Officer
effective February 28, 1995.
(3) Mr. Wieneke joined the Company in August 1995.
4
<PAGE> 7
OPTION GRANTS, EXERCISES AND YEAR END VALUES
The following stock options were granted by the Company to the Named
Executive Officers during the fiscal year ended December 31, 1996:
OPTION GRANTS IN YEAR ENDED DECEMBER 31, 1996
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
NUMBER OF PERCENT OF PRICE APPRECIATION
SECURITIES TOTAL OPTIONS EXERCISE FOR
UNDERLYING GRANTED TO OR OPTION TERM(1)
OPTIONS EMPLOYEES BASE EXPIRATION ---------------------
NAME GRANTED IN FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
- ------------------------ ---------- -------------- ------------ ------------------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Shawn Sedaghat.......... -- -- -- -- -- --
Edward F. Csaszar....... -- -- -- -- -- --
Edward S. Dombroski..... -- -- -- -- -- --
Andreas Iseli........... -- -- -- -- -- --
Ronald W. Johnson....... -- -- -- -- -- --
Daniel E. Wieneke....... 500 100% $19.50 October 22, 2001 $2,695 $5,950
</TABLE>
- ---------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and 0% annual rates of stock appreciation prescribed by the Securities
and Exchange Commission and are not intended to forecast possible future
appreciation, if any, of the Company's stock price. No gain to the optionees
is possible without an increase in the price of the Company's stock, which
will benefit all stockholders commensurately.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996
SHARES ----------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($) UNEXERCISABLE(1) UNEXERCISABLE(2)
- --------------------------------- ----------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C>
Shawn Sedaghat................... 0 -- 545,000/0 $ 2,764,500/$0
Edward F. Csaszar................ 0 -- 24,000/8,000 $ 113,344/$41,844
Edward S. Dombroski ............. 0 -- 17,250/8,750 $ 81,844/$44,844
Andreas Iseli.................... 0 -- 18,000/8,500 $ 85,594/$43,844
Ronald W. Johnson................ 0 -- 26,250/8,750 $ 122,344/$44,844
Daniel E. Wieneke................ 0 -- 1,125/1,375 $ 6,500/$6,500
</TABLE>
- ---------------
(1) For a description of the terms of such options, see "Option Plan."
(2) Based on a price per share of $16.50, which was the price of a share of
Common Stock as quoted on the Nasdaq National Market at the close of
business on December 31, 1996.
5
<PAGE> 8
STOCK OPTION PLAN
A total of 1,000,000 shares of the Company's Common Stock has been reserved
for issuance under the Company's 1993 Incentive Stock Option Plan and
Nonstatutory Stock Option Plan, as amended (the "Option Plan"), which expires by
its own terms in 2003. A total of 807,000 options were outstanding at December
31, 1996, 775,000 of which had been granted to executive officers and directors
of the Company. The total options outstanding at December 31, 1996 are
exercisable at the following prices:
<TABLE>
<CAPTION>
PRICE SHARES PRICE SHARES
- --------- ------- ------- --------
<S> <C> <C> <C>
$10.00 237,000 $ 12.31 180,000
11.1875 125,000 12.50 36,000
11.96 70,000 13.75 60,000
12.00 83,500 14.00 15,000
19.50 500
</TABLE>
The Option Plan provides for the grant of "incentive stock options" within
the meaning of Section 442 of the Internal Revenue Code of 1986, as amended, and
nonqualified stock options to employees, officers, directors and consultants of
the Company. Incentive stock options may be granted only to employees. The
Option Plan is administered by a committee appointed by the Board, which
determines the terms of options granted, including the exercise price, the
number of shares subject to the option, and the option's exercisability.
The exercise price of all options granted under the Option Plan must be at
least equal to the fair market value of such shares on the date of grant. The
maximum term of options granted under the Option Plan is ten years. With respect
to any participant who owns stock representing more than 10% of the voting
rights of the Company's outstanding capital stock, the exercise price of any
option must be at least equal to 110% of the fair market value on the date of
grant.
EMPLOYMENT AGREEMENTS
None of the Named Executive Officers has an employment contract except for
Mr. Wieneke. Effective August 1995 Mr. Wieneke entered into a two year
employment contract. Under his contract, he receives a salary of $225,000 per
year subject to cost of living increases and bonuses of 5% of the net income of
American Safety Closure Corp.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") was formed by the Board of
Directors in 1993 to set and administer the policies governing the Company's
compensation programs, including stock option plans. The Committee receives and
evaluates information regarding compensation practices for comparable business
in similar industries, and considers this information in determining base
salaries, bonuses and stock-based compensation. The committee is authorized to
engage or employ such outside professional consultants or other services as in
its discretion may be required to fulfill its responsibilities. The Committee
also discusses and considers executive compensation matters and makes decisions
thereon.
The Company's compensation policies are structured to link the compensation
to the Chief Executive Officer, the Named Executive Officers and other
executives of the Company with corporate performance. Through the establishment
of compensation programs, the Company has attempted to align the financial
interests of its executives with the results of the Company's performance, which
is designed to put the Company in a competitive position regarding executive
compensation and to ensure corporate performance, which will then enhance
stockholder value.
The Company's executive compensation philosophy is to set base salaries in
accordance with those of comparable business, and then to provide
performance-based variable compensation, such as bonuses, as determined by the
Compensation Committee according to factors such as the Company's earnings as
well as value received by stockholders. This philosophy allows total
compensation to fluctuate from year to year. As a
6
<PAGE> 9
result, the Named Executive Officers' actual compensation levels in any
particular year may be above or below those of the Company's competitors,
depending upon the evaluation of the compensation factors described above by the
Compensation Committee.
For fiscal 1996 the base salary amounts and bonuses for the Named Executive
Officers was determined by conducting an informal survey of salaries and bonuses
of comparable companies, taking into account performance of the other companies
as compared to the Company and the individual accomplishments of the Named
Executive Officers and their role in achieving the financial results attained by
the Company for the year.
To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and to the executives of various compensation. Some
types of compensation and their deductibility depend upon the timing of an
executive's vesting or exercise of previously granted rights. Further
interpretations of and changes in the tax laws also affect the deductibility of
compensation. To the extent reasonably practicable and to the extent it is
within the Committee's control, the Committee intends to limit executive
compensation in ordinary circumstances to that deductible under Section 162(m)
of the Internal Revenue Code of 1986, as amended. In doing so, the Committee may
utilize alternatives (such as deferring compensation) for qualifying executive
compensation for deductibility and may rely on grandfathering provisions with
respect to existing contractual commitments.
The Committee believes that its overall executive compensation program has
been successful in providing competitive compensation appropriate to attract and
retain highly qualified executives and also to encourage increased performance
from the executive group which should create added stockholder value.
COMPENSATION COMMITTEE
Dann V. Angeloff -- Chairman
Alfred E. Osborne, Jr.
7
<PAGE> 10
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
TOTAL RETURN TO STOCKHOLDERS
REINVESTED DIVIDENDS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SEDA SPECIALTY
(FISCAL YEAR COVERED) PACKAGING CORP. PEER GROUP S&P 500
<S> <C> <C> <C>
0 100 100 100
2 152 101 99
14 84 118 102
26 88 127 141
38 118 123 173
</TABLE>
Set forth above is a performance graph comparing the cumulative total
stockholder returns on the Company's Common Stock, the S&P 500 Stock Index and
an index average of the Company's peer group, composed of comparable publicly
traded companies in the plastics packaging business, as selected by the Company.
Such peer group includes: Aptargroup, Inc., Kerr Group, Inc., Liqui-Box Corp.,
Sealright Co., Inc., Sun Coast Industries, Inc. and Tuscarora, Inc. The
performance graph covers the period commencing October 26, 1993 (the effective
date of the Company's initial public offering) and ended December 31, 1996, and
assumes $100 invested on October 26, 1993 in the Company's Common Stock, S&P 500
Stock Index and the stock index of the peer group.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, independent accountants, have been the Company's
independent auditors since 1992 and have been selected by the Board of Directors
to serve as auditors for the year ending December 31, 1997. Stockholders are
being asked to ratify the selection. A representative of Price Waterhouse LLP
will be present at the Annual Meeting and will be given the opportunity to make
a statement if he or she wishes and will also be available to respond to
appropriate questions at the meeting.
This proposal may be adopted by the affirmative vote of the holders of a
majority of the outstanding shares present in person or by proxy and entitled to
vote at the Annual Meeting of Stockholders. The Board of Directors recommends a
vote for the proposal to ratify the selection of Price Waterhouse LLP as the
Company's independent accountants for 1997.
8
<PAGE> 11
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters which
the Board of Directors intends to present or has reason to believe others will
present at the Annual Meeting of Stockholders. If other matters properly come
before the meeting, those who act as proxies will vote in accordance with their
judgment.
STOCKHOLDER PROPOSALS -- NEXT ANNUAL MEETING
Stockholders are entitled to present proposals for action at a forthcoming
stockholders' meeting if they comply with the requirements of the proxy rules.
Any proposals intended to be presented at the next Annual Meeting of
Stockholders of the Company must be received at the Company's offices on or
before December 25, 1997 in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to such meeting.
Ronald W. Johnson,
Secretary
April 25, 1997
Los Angeles, California
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN THE PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
9
<PAGE> 12
SEDA SPECIALTY PACKAGING CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 21, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Ronald W. Johnson and Shahrokh "Shawn"
Sedaghat, or either of them, each with full power of substitution, as proxies of
the undersigned to attend the Annual Meeting of Stockholders of SEDA Specialty
Packaging Corp., at the offices of the Company, 2501 West Rosecrans Avenue, Los
Angeles, California 90059-3510, on Wednesday, May 21, 1997 at 2:00 P.M. Pacific
Time, and any adjournment or postponement thereof, and to vote the number of
shares the undersigned would be entitled to vote if personally present on the
following:
<TABLE>
<S> <C> <C>
1. Election of Directors [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
below)
</TABLE>
Shahrokh "Shawn" Sedaghat -- Ronald W. Johnson -- Dann V. Angeloff -- Robert H.
King -- Alfred E. Osborne, Jr., Ph.D.
INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.
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The Board of Directors recommends a vote FOR each of the nominees.
2. To ratify the selection of Price Waterhouse LLP as independent auditors for
the year ending December 31, 1997. The Board of Directors recommends a vote
FOR.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, upon any and all such other matters as may properly
come before the meeting or any adjournment or postponement thereof.
<PAGE> 13
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE FIVE NOMINEES FOR ELECTION AND FOR PROPOSAL 2. (Please sign
exactly as name appears. When shares are held by joint tenants, both should
sign. When signing as attorney, as executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.)
Date: _____________, 1997
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Signature
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Signature, if held
Jointly
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
