<PAGE>
<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 (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
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
MAIL-WELL, 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)(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>
<PAGE>
MAIL-WELL, INC.
[MAIL-WELL LOGO] 23 INVERNESS WAY EAST
ENGLEWOOD, COLORADO 80112
(303) 790-8023
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2000
TO THE STOCKHOLDERS OF MAIL-WELL, INC.:
Notice is hereby given that the Annual Meeting of Stockholders
of Mail-Well, Inc., a Colorado corporation (the "Company"), will be
held on Wednesday, May 3, 2000, at 8:30 a.m. at the Hyatt Regency
Tech Center, 7800 Tufts Avenue, Denver, Colorado, for the following
purposes:
1. To elect seven directors of the Company to hold office until
the 2001 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP, independent
auditors, as auditors of the Company for the year ending December
31, 2000; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The names of the nominees for directors are set forth in the
accompanying Proxy Statement.
The Board of Directors has fixed the close of business on March
10, 2000, as the record date for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting or
any adjournments thereof.
A copy of the Company's 1999 Annual Report to Stockholders,
which includes the Company's consolidated financial statements, was
mailed with this Notice on or about March 17, 2000, to all
stockholders of record on the record date. The Company's Annual
Report on Form 10-K to the Securities and Exchange Commission may be
obtained without charge upon written request directed to the
Secretary of the Company at the address above. The officers and
directors of the Company cordially invite you to attend the Annual
Meeting.
Whether or not you expect to attend the Annual Meeting, you
should complete, date and sign the enclosed proxy card and mail it
promptly in the enclosed postage prepaid envelope. The proxy card
must be signed and returned in order to be counted.
By Order of the Board of Directors,
/s/ Roger Wertheimer
Roger Wertheimer
Vice President--General
Counsel and Secretary
Englewood, Colorado
March 17, 2000
<PAGE>
<PAGE>
MAIL-WELL, INC.
23 INVERNESS WAY EAST
ENGLEWOOD, COLORADO 80112
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2000
INTRODUCTION
This Proxy Statement is furnished to the stockholders of
Mail-Well, Inc., a Colorado corporation (the "Company"), in
connection with the solicitation of proxies to be used in voting at
the Annual Meeting of Stockholders to be held on Wednesday, May 3,
2000. The enclosed proxy is solicited by the Board of Directors of
the Company. The proxy materials were mailed on or about March 17,
2000, to the stockholders of record at the close of business on
March 10, 2000 (the "Record Date").
The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others who
forward solicitation material to beneficial owners of the Company's
common stock. In addition to the use of the mail, proxies may be
solicited by personal interview, telephone or telegraph by certain
employees of the Company. The Company will bear any costs relating
to such solicitations by Company personnel. The Company has arranged
for American Securities Transfer and Trust, Inc. to serve as its
agent to coordinate and oversee the return of proxy cards.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of common stock at the close of business
on the Record Date will be entitled to vote at the Annual Meeting.
On the Record Date, there were 49,235,076 shares of common stock
outstanding. Each share of common stock is entitled to one vote on
all matters on which stockholders may vote. There is no cumulative
voting in the election of directors.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspectors of election appointed for the meeting
and will determine whether or not a quorum is present. The holders
of a majority of the outstanding common stock are required for a
quorum at the Annual Meeting. The inspectors of election will treat
abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, but as unvoted for
purposes of determining the approval of any matter submitted to the
stockholders for a vote. If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the
power to revoke it at any time before it is exercised. It may be
revoked by (1) filing a written notice of revocation with the
Secretary of the Company at the Company's principal executive
offices, 23 Inverness Way East, Suite 160, Englewood, Colorado
80112, (2) duly executing and delivering a proxy bearing a later
date or (3) attending the Annual Meeting and voting in person.
Attendance at the Annual Meeting will not, by itself, revoke a
proxy.
<PAGE>
<PAGE>
SUMMARY OF PROPOSALS
Stockholders will be asked to vote upon the following proposals
at the Annual Meeting:
1. Election of the following seven persons to the Board of
Directors: Gerald F. Mahoney, Paul V. Reilly, Frank P. Diassi, Frank
J. Hevrdejs, Janice C. Peters, Jerome W. Pickholz and William R.
Thomas.
2. Ratification of the selection of Ernst & Young LLP as
independent auditors for the Company for 2000.
The proxies will be voted, unless authority to do so is
withheld, to elect the seven nominees recommended by the Board and
to ratify the selection of Ernst & Young LLP as the Company's
auditors for 2000.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The names, ages (as of December 31, 1999), positions with the
Company and the business experience over the past five years of each
Board nominee is set forth below. Each director has served
continuously with the Company since the date indicated.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION(S) SINCE
- ---- --- ----------- --------
<S> <C> <C> <C>
Gerald F. Mahoney <F1> 56 Director, Chairman of the Board and Chief 1994
Executive Officer
Paul V. Reilly 47 Director, President and Chief Operating 1998
Officer
Frank P. Diassi <F2> 66 Director 1993
Frank J. Hevrdejs <F2> 54 Director 1993
Janice C. Peters <F2> 48 Director 1999
Jerome W. Pickholz <F1><F3> 67 Director 1994
William R. Thomas <F3> 71 Director 1998
<FN>
- ------
<F1> Member of the Nominating Committee.
<F2> Member of the Compensation Committee.
<F3> Member of the Audit Committee.
</TABLE>
GERALD F. MAHONEY has been a director, Chairman of the Board and
Chief Executive Officer of the Company since 1994. He was Chairman
of the Board, President and Chief Executive Officer of Pavey
Envelope & Tag Corp. from 1991 until it became a subsidiary of the
Company in 1994. From 1987 to 1989, Mr. Mahoney served as President
of Transkrit Corp., a direct mail and business forms manufacturing
company. Mr. Mahoney serves as Chairman of the Nominating Committee
of the Board of Directors.
PAUL V. REILLY has been a director, President and Chief
Operating Officer of the Company since January 1998. He served as
Senior Vice President--Finance and Chief Financial Officer of the
Company from 1995 to 1998. Mr. Reilly spent 14 years with Polychrome
Corporation, a prepress supplier to the printing industry, where he
held a number of senior management positions. During 1994 and 1995,
Mr. Reilly worked with Saddle River Capital, an investment banking
firm which purchased and managed small businesses, and as Vice
President with a direct marketer of educational materials. Mr.
Reilly is a Certified Public Accountant.
FRANK P. DIASSI has been a director of the Company since its
inception in 1993. Since 1996 Mr. Diassi has been Chairman of
Sterling Chemicals, Inc., a manufacturer of chemicals, acrylic and
fibers. He was a
2
<PAGE>
<PAGE>
founding director of Arcadian Corporation, the largest nitrogen
fertilizer company in North America. Mr. Diassi was a director
and Chairman of the Finance Committee of Arcadian Corporation from
1989 to 1994. Mr. Diassi is a director of Fibreglass Holdings,
Inc., a truck accessory manufacturer, Amerlux Corp., a commercial
lighting company, and Software Plus, Inc., a human resources/payroll
software design firm. Mr. Diassi serves as a member of the
Compensation Committee of the Board of Directors.
FRANK J. HEVRDEJS has been a director of the Company since its
inception in 1993. In 1982 Mr. Hevrdejs co-founded The Sterling
Group, Inc., a major management buyout company, where he is
currently a principal shareholder and president. He also serves as
Chairman of First Sterling Ventures Corp., an investment company,
Endoro Holdings, Inc., a structural and electrical manufacturing
company, and Fibreglass Holdings, Inc., a truck accessory
manufacturer. He is a director of Eagle U.S.A., an air-freight
company, and Sterling Chemicals, Inc., a petroleum chemical company.
Mr. Hevrdejs serves as Chairman of the Compensation Committee of the
Board of Directors.
JANICE C. PETERS has been a director of the Company since 1999.
Since 1997 Ms. Peters has served as President and Chief Executive
Officer of MediaOne(R), the broadband services arm of MediaOne
Group. From 1995 to 1997, Ms. Peters was employed by US WEST,
MediaOne's former parent company, in various positions including
managing director of One2One, a United Kingdom wireless
communications joint venture between US WEST and Cable & Wireless,
and President of Wireless Operations for US WEST Media Group. Ms.
Peters serves as a director of C-SPAN (the Cable-Satellite Public
Affairs Network) and the Walter Kaitz Foundation, a cable industry
organization that places diversity candidates in industry management
positions. Ms. Peters serves as a member of the Compensation
Committee of the Board of Directors.
JEROME W. PICKHOLZ has been a director of the Company since
1994. From 1978 to 1994, he was Chief Executive Officer of Ogilvy &
Mather Direct Worldwide, a direct advertising agency. From 1994 to
1995, he served as Chairman of Ogilvy & Mather Direct Worldwide
where he is now Chairman Emeritus. Since 1996 Mr. Pickholz has
served as founder and Chairman of Pickholz, Tweedy, Cowan, L.L.C., a
marketing communications company. Mr. Pickholz serves as Chairman of
the Audit Committee and a member of the Nominating Committee of the
Board of Directors.
WILLIAM R. THOMAS has been a director of the Company since 1998.
He has served as Chairman of Capital Southwest Corporation, a
publicly owned venture capital investment company, since 1982 and as
President since 1980. Mr. Thomas has been a director of Capital
Southwest Corporation since 1972 and was Senior Vice President from
1969 to 1980. Mr. Thomas also serves as a director of Alamo Group,
Inc., a heavy-duty mowing equipment company, Encore Wire
Corporation, an electrical wire and cable company, and Palm Harbor
Homes, Inc., a home-building manufacturer. Mr. Thomas is a member of
the Audit Committee of the Board of Directors.
BOARD AND COMMITTEE MEETINGS
During 1999, the Board met on 8 occasions (4 regular meetings
and 4 special meetings). All directors attended at least 75% of the
meetings of the Board and of the committees of the Board on which
they were members. The Board has an Audit Committee, a Compensation
Committee and a Nominating Committee.
The Audit Committee:
* meets with the Company's independent auditors to review the
results of the annual audit and discuss the financial
statements;
* recommends to the Board the independent auditors to be
retained;
3
<PAGE>
<PAGE>
* receives and considers the auditor's comments as to controls
and adequacy of staff and management performance and
procedures in connection with audit and financial controls;
and
* reviews the system of internal controls and compliance with
policies regarding business conduct.
The Audit Committee, comprised of Mr. Pickholz (Chairman) and
Mr. Thomas, met 3 times during 1999.
The Compensation Committee determines the compensation
arrangements for senior management and administers the Company's
stock option plans. The committee makes recommendations concerning
salaries, incentive compensation and stock options for officers and
directors and performs such other functions regarding compensation
as the Board may delegate. See "Compensation Committee Report on
Executive Compensation." This committee is comprised of Mr. Hevrdejs
(Chairman), Mr. Diassi, and Ms. Peters. The Compensation Committee
met 1 time during 1999.
The Nominating Committee is responsible for identifying
candidates for open director positions and proposing their
nomination to the full Board. This committee, comprised of Mr.
Mahoney (Chairman) and Mr. Pickholz, met informally on two occasions
during 1999. There are no open positions this year.
DIRECTOR COMPENSATION
Each non-employee director of the Company receives:
* an annual retainer of $12,000;
* $1,000 for each regular Board meeting attended;
* $500 for each special Board meeting attended;
* $500 for each Board committee meeting attended;
* stock options for 3,000 shares of common stock each year upon
election or reelection to the Board pursuant to the 1996
Directors' Stock Option Plan; and
* stock options pursuant to the 1997 Non-Qualified Stock Option
Plan in amounts determined by the Compensation Committee.
Directors who are employees of the Company do not receive
compensation for their service on the Board. The Company also
provides directors and officers liability insurance and indemnity
agreements for its directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The three members of the Compensation Committee, Messrs. Diassi
and Hevrdejs, and Ms. Peters, have no interlocking relationships as
defined by rules and regulations of the Securities and Exchange
Commission. The Compensation Committee determined the compensation
for the Company's executive officers for 1999 and recommended grants
of stock options in 1999 under the Company's four stock option
plans. See "Stock Option Plans."
4
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 10, 2000, there were 49,235,076 shares of common
stock outstanding held of record by 497 stockholders. The following
table summarizes information regarding the beneficial ownership of
the Company's common stock as of March 10, 2000, by:
* each person known by the Company to beneficially own more than
5% of the outstanding common stock;
* each current director of the Company;
* each executive officer named in the compensation table on page
8; and
* all directors and executive officers of the Company as a
group.
Shares of common stock subject to options currently exercisable
or exercisable within 60 days of the Record Date are deemed
outstanding for computing the percentage ownership of the person
holding the options.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNERSHIP OF OUTSTANDING
BENEFICIAL OWNERS OF COMMON STOCK<F1> COMMON STOCK
- ----------------- ----------------------- --------------
<S> <C> <C>
Mail-Well Employee Stock Ownership Plan 3,896,544<F2> 7.9
c/o Mail-Well, Inc.
23 Inverness Way East
Englewood, Colorado 80112
Wallace R. Weitz & Company 5,620,300<F3> 11.4
1125 South 103 Street, Suite 600
Omaha, Nebraska 68124
Gerald F. Mahoney 2,125,576<F4> 4.3
Paul V. Reilly 283,807<F5> <F*>
Frank P. Diassi 1,562,254<F6> 3.2
Frank J. Hevrdejs 1,811,114<F7> 3.7
Janice C. Peters 3,000<F8> <F*>
Jerome W. Pickholz 66,290<F9> <F*>
William R. Thomas 2,099,588<F10> 4.2
Gary H. Ritondaro 1,000 <F*>
V. Bruce Thompson 8,000<F11> <F*>
Robert Meyer 3,368<F12> <F*>
Michael A. Zawalski 18,000<F13> <F*>
All executive officers and directors of the
Company as a group (13 persons) 8,057,184
<FN>
- ------
<F*> Less than 1.0%.
<F1> Unless otherwise noted, each stockholder has direct ownership
and sole voting and investment power with respect to the
indicated shares of common stock.
<F2> Shares held by the ESOP are voted by Putnam Fiduciary Trust
Company, as Trustee, at the direction of participants.
<F3> Wallace R. Weitz & Company disclaims beneficial ownership of
these shares, which are owned beneficially by registered
investment companies for which Wallace R. Weitz & Company
serves as advisor.
5
<PAGE>
<PAGE>
<F4> Includes 852,776 shares held by Mr. Mahoney's wife, 62,616
shares held by two trusts benefiting his children of which Mr.
Mahoney is trustee, stock options for 336,890 shares and 7,218
shares allocated to Mr. Mahoney under the Company's Employee
Stock Ownership Plan (the "ESOP").
<F5> Includes 26,698 shares held by Mr. Reilly's wife, 644 shares
held by a trust benefiting his child of which Mr. Reilly is
trustee, stock options for 152,232 shares, 1,823 shares
allocated under the ESOP to Mr. Reilly, and 696 shares held by
one of his children. Mr. Reilly disclaims beneficial ownership
of the 696 shares held by one of his children.
<F6> Includes 82,396 shares held by two trusts benefiting members
of Mr. Diassi's immediate family, 977,438 shares held by
Winged Lion Holdings II L.L.C. which is controlled by Mr.
Diassi, 364,020 shares held jointly with Mr. Diassi's wife,
112,000 shares held by Mr. Diassi's children of which he
retains sole voting rights, and stock options for 26,400
shares.
<F7> Includes 31,514 shares held by Mr. Hevrdejs' wife, 200,000
shares held by First Sterling Ventures Corp. which is
controlled by Mr. Hevrdejs, and stock options for 26,400
shares.
<F8> Includes stock options for 3,000 shares.
<F9> Includes stock options for 26,400 shares.
<F10> Includes 2,096,588 shares held by Capital Southwest of which
Mr. Thomas is President, and stock options for 3,000 shares.
Mr. Thomas disclaims beneficial ownership of the shares held
by Capital Southwest.
<F11> Includes stock options for 5,000 shares and 600 shares held by
his children. Mr. Thompson disclaims beneficial ownership of
the 600 shares held by his children.
<F12> Includes stock options for 3,000 shares and 368 shares under
the Company's 401(k) Plan.
<F13> Includes stock options for 15,000 shares.
</TABLE>
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
Following are descriptions of the Company's executive officers,
including age (as of December 31, 1999), positions with the Company
and the business experience during the past five years. The officers
hold office until their successors are appointed by the Board of
Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ---- --- -----------
<S> <C> <C>
Gerald F. Mahoney <F1> 56 Chairman and Chief Executive Officer
Paul V. Reilly <F1> 47 President and Chief Operating Officer
Gary H. Ritondaro 53 Sr. Vice President and Chief Financial Officer
V. Bruce Thompson 52 Sr. Vice President--Corporate Development
Julie M. Clark 35 Vice President--Internal Audit
Robert Meyer 43 Vice President--Treasurer and Tax
Keith T. Pratt 53 Vice President--Purchasing
Roger Wertheimer 40 Vice President--General Counsel and Secretary
<FN>
- ------
<F1> See "Information Concerning Directors and Nominees" above for a
biographical summary.
</TABLE>
GARY H. RITONDARO has been the Senior Vice President--Finance
and Chief Financial Officer of the Company since 1999. Previously,
Mr. Ritondaro spent 13 years with Ferro Corporation, a manufacturer
of specialty plastics, chemicals, coatings and ceramics with
operations in 21 countries. He served as Ferro's Vice President and
CFO with worldwide responsibilities for financial management
including accounting, treasury and tax. Prior to joining Ferro, Mr. Ritondaro
held numerous financial positions with Diamond
6
<PAGE>
<PAGE>
Shamrock Corporation. He has significant experience with multinational
businesses and in investor relations.
V. BRUCE THOMPSON has been Senior Vice President--Corporate
Development of the Company since 1998. From 1994 to 1998, Mr.
Thompson was Senior Vice President of Marketing and Administration
and General Counsel of Forest Oil Corporation, a publicly held
petroleum exploration and production company. From 1993 to 1994, Mr.
Thompson was Vice President, Legal Affairs, for Mid-America
Dairymen, Inc., a dairy cooperative, and from 1990 to 1993 he served
as Chief of Staff for James M. Inhofe who is currently a U.S.
Senator for Oklahoma.
JULIE M. CLARK has been Vice President--Internal Audit of the
Company since 1999. From 1996 to 1999, Ms. Clark served as Director
of Internal Audit for the Company, and from 1994 to 1996 she was
Assistant Treasurer for the Company. Ms. Clark began her career with
Deloitte and Touche LLP in 1986, and was a Senior Manager when she
left in 1994 to join the Company. Ms. Clark is a Certified Public
Accountant.
ROBERT MEYER has been Vice President--Treasurer and Tax of the
Company since 1998. Mr. Meyer is a licensed attorney, Certified
Public Accountant and Certified Financial Planner. From 1988 to
1998, Mr. Meyer was a partner in the tax department of the
accounting firm of Deloitte & Touche LLP.
KEITH T. PRATT has been Vice President--Purchasing of the
Company since 1998. From 1994 to 1998, Mr. Pratt was Vice President
of Material Sourcing and Logistics of Ply Gem Industries. From 1981
to 1994, Mr. Pratt was responsible for purchasing and logistics with
several companies, where he held a variety of positions up to the
director level.
ROGER WERTHEIMER has been Vice President--General Counsel and
Secretary of the Company since 1995. Mr. Wertheimer has been engaged
in the practice of law since 1984. He served as Corporate Counsel
for PACE Membership Warehouse, Inc., a food and merchandise
wholesaler, from 1988 to 1994 and practiced privately from 1994 to
1995 when he joined the Company.
There are no arrangements or understandings between the
Company's directors or officers, or any other persons, pursuant to
which any of the directors have been selected as directors or
officers have been selected as officers.
7
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning all
compensation received for services rendered for the three years
ended December 31, 1999, by the Company's Chief Executive Officer
and by the four most highly compensated executive officers who were
serving as executive officers at the end of 1999 and whose total
annual salary and bonus exceeded $100,000 in 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) GRANTED COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $ $<F1> ($) (#) (#)<F2> ($)
- --------------------------- ---- ------ ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gerald F. Mahoney, 1999 500,000 463,400 <F3> 0 20,000
Chairman and 1998 450,000 384,300 <F3> 0 50,000 0
Chief Executive Officer 1997 350,000 490,000 <F3> 0 285,000 0
Paul V. Reilly, 1999 350,000 278,040 <F3> 0 20,000
President and Chief 1998 275,000 201,300 <F3> 0 80,000 0
Operating Officer 1997 200,000 220,000 <F3> 0 87,000 0
Gary H. Ritondaro, <F4> 1999 132,998 75,000 <F3> 0 50,000 30,000
Sr. Vice President and
Chief Financial Officer
V. Bruce Thompson, 1999 175,000 75,000 <F3> 0 -- --
Sr. Vice President-- 1998 69,647 50,000 <F3> 0 25,000 0
Corporate Development
Robert Meyer, 1999 165,000 79,461 <F3> 0 -- --
Vice President--Treasurer 1998 42,894 20,000 <F3> 0 15,000 0
and Tax
Michael A. Zawalski, <F5> 1999 195,000 133,350 <F3> 0 25,000 --
President of Mail-Well 1998 79,187 50,000 <F3> 0 50,000 0
Label Division
<FN>
- ------
<F1> Bonus amounts are shown for the year earned and are paid in the
following year.
<F2> Options granted prior to June 1998 reflect the 2-for-1 stock
split in June 1998.
<F3> None of the named executive officers has received perquisites
the value of which exceeded the lesser of either $50,000 or 10%
of his total salary and bonus. Perquisites paid include
contributions to each person's 401(k) account, tax
reimbursements and car allowance.
<F4> From July 1999 through year-end. The all other compensation in
1999 was for relocation expenses.
<F5> Reflects Mr. Zawalski's annual salary as Chief Financial
Officer, which position he held until May 1999.
</TABLE>
STOCK OPTION PLANS
1994 PLAN AND THE 1998 PLAN. On February 17, 1994, and February
22, 1994, respectively, the Board of Directors adopted and the
stockholders approved the Company's 1994 Stock Option Plan which was
subsequently amended ("1994 Plan"). Currently there are 1,918,350
shares authorized for grant pursuant to the 1994 Plan. As of March
10, 2000, options for 1,770,489 shares of common stock had been
granted.
8
<PAGE>
<PAGE>
On February 4, 1998, and April 29, 1998, respectively, the Board
of Directors adopted and the stockholders approved the Company's
1998 Stock Option Plan ("1998 Plan"). Currently there are 1,000,000
shares authorized for grant pursuant to the 1998 Plan. As of March
10, 2000, options for 586,770 shares of common stock had been
granted.
Under the 1994 Plan and the 1998 Plan, the Compensation
Committee of the Board of Directors (the "Committee") may grant
incentive and non-qualified stock options to key employees
(including officers and directors who are key employees) of the
Company and its affiliates. The Committee determines the prices,
expiration dates and other material features of the options granted
and has discretionary authority to:
* prescribe, amend and rescind rules and regulations relating to
the 1994 Plan and the 1998 Plan;
* interpret the 1994 Plan and the 1998 Plan;
* prescribe and amend the terms of any agreements executed
pursuant to the 1994 Plan or the 1998 Plan (which need not be
identical); and
* make all other determinations deemed necessary or advisable
for the administration of the 1994 Plan or the 1998 Plan.
Unless earlier terminated, the 1994 Plan terminates on March 1,
2005, and the 1998 Plan terminates on April 29, 2008. The Board may
terminate or amend the 1994 Plan or the 1998 Plan at any time,
except that the stockholders must approve any amendment that would:
* increase the number of shares of common stock available under
the 1994 Plan or the 1998 Plan;
* change the provisions regarding option price (except as
otherwise permitted under the 1994 Plan or the 1998 Plan); or
* materially increase the cost of the 1994 Plan or the 1998 Plan
or increase the benefits to participants.
The Committee may award incentive stock options ("ISOs") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, or options that do not constitute ISOs and are therefore
non-qualified stock options ("Non-Qualified Options"). With respect
to ISOs, the aggregate fair market value (determined at the time the
ISO is granted) of the common stock exercisable for the first time
by an employee during any calendar year is limited to $100,000. Each
option granted will terminate with respect to any shares not
previously purchased by the optionee upon the expiration of ten
years from the date of the grant of the option or such earlier date
as the Committee may prescribe; provided that ISOs granted to an
individual who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock
of the Company (a "10% Stockholder"), will terminate no later than
five years from the date of grant.
The 1994 Plan and 1998 Plan require that the purchase price of
each share subject to an ISO must be not less than 100% of the fair
market value of such share on the date the option is granted. If an
ISO is granted to a 10% Stockholder, the purchase price of each
share subject to the option must be at least 110% of the fair market
value of a share of common stock on the date the option is granted.
The purchase price of each share subject to a Non-Qualified Option
is determined by the Committee in its sole discretion prior to
granting the option; provided that the purchase price of each share
subject to a Non-Qualified Option may not be less than 85% of the
fair market value on the date the option is granted, as determined
by the Committee.
All of the options granted under the 1994 Plan and the 1998 Plan
have been granted at fair market value, vest ratably over a period
of either four (4) or five (5) years and expire ten years after the
date of
9
<PAGE>
<PAGE>
grant. All unvested options will vest upon a change of control as
defined in the 1994 Plan and the 1998 Plan.
1996 DIRECTORS PLAN. On May 8, 1996, the Board adopted the 1996
Directors' Stock Option Plan ("Directors Plan") which was approved
by stockholders on May 7, 1997. Currently there are 420,000 shares
authorized for grant pursuant to the 1996 Directors Plan. As of
March 10, 2000, options for 111,000 shares of common stock had been
granted. The 1996 Directors Plan provides a means by which the
Company, through the grant of stock options to eligible directors,
may attract and retain persons of ability as directors and motivate
such directors to exert their best efforts on behalf of the Company
and its stockholders.
Pursuant to the 1996 Directors Plan, each non-employee director
of the Company receives Non-Qualified Options for 3,000 shares of
common stock annually upon the election or reelection of such person
to the Board. Such grants are automatic and will continue until all
options have been granted for all the shares under the 1996
Directors Plan or until the 1996 Directors Plan is discontinued.
Options granted under the 1996 Directors Plan may be exercised
six (6) months from the date of grant and prior to the tenth
anniversary date of the grant. All unexercised options expire on the
tenth anniversary of their grant date. All unvested options will
vest upon a change of control as defined in the 1996 Directors Plan.
The purchase price for shares subject to options is the average
closing price of the common stock as reported in the Wall Street
Journal for the five trading days immediately preceding the grant
date. The purchase price must be paid to the Company at the time of
exercise.
Awards under the 1996 Directors Plan are not transferable except
by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order. Options granted under the 1996
Directors Plan are exercisable during the lifetime of the optionee
by the optionee. Awards under the 1996 Directors Plan are subject to
adjustment in the event of a stock dividend, stock split,
recapitalization or combination of the common stock. In the event of
certain mergers, consolidations, plans of exchange or other
reorganizations of the Company, outstanding awards under the 1996
Directors Plan are subject to adjustment to reflect the terms of
such transaction.
The Board may amend, suspend or discontinue the 1996 Directors
Plan, but no amendment or alteration can be made which would impair
the rights of any optionee without his or her consent under any
option previously granted or which without the approval of the
stockholders would:
* increase the total number of shares reserved for grant under
the 1996 Directors Plan;
* amend certain provisions of the 1996 Directors Plan which set
forth the terms and conditions of the options granted
(including term, option price and nontransferability) and
compliance with federal and state laws; or
* modify the requirement as to eligibility for participation in
the 1996 Directors Plan.
The 1996 Directors Plan may be amended not more frequently than
every six months.
1997 NQ PLAN. On March 31, 1997, the Board adopted the
Mail-Well, Inc. 1997 Non-Qualified Stock Option Plan (the "1997 NQ
Plan"). Currently there are 1,950,000 shares of common stock
authorized for grant pursuant to the 1997 NQ Plan. As of March 10,
2000, options for 1,181,130 shares have been granted. The 1997 NQ
Plan provides the means by which the Company, through the grant of
options, encourages ownership of the Company by eligible key
employees and directors of the Company and its affiliates and
provides increased incentives for such persons to render services
and to assert maximum effort for the business success of the
Company.
Under the 1997 NQ Plan, the Committee may grant Non-Qualified
Options to such key employees and directors of the Company or its
affiliates as the Committee determines. Subject to the express
10
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<PAGE>
provisions of the 1997 NQ Plan, the Committee determines the prices,
expiration dates, vesting schedules and other material features of
the Non-Qualified Options granted and makes all other determinations
necessary or advisable for the administration of the 1997 NQ Plan.
All unexercised options expire on the tenth anniversary of their
grant date. All unvested options vest upon a change of control as
defined in the 1997 NQ Plan.
Awards under the 1997 NQ Plan are not transferable except by
rule or by the laws of descent and distribution or pursuant to a
qualified domestic relations order. Awards under the 1997 NQ Plan
are subject to adjustment in the event of a stock dividend, stock
split, recapitalization or combination of the common stock. In the
event of certain mergers, consolidations, plans of exchange or other
reorganizations of the Company, outstanding awards under the 1997 NQ
Plan are subject to adjustment to effect the terms of such
transaction.
The Board of Directors may amend, alter or discontinue the 1997
NQ Plan, but no amendment or alternation can be made which would
impair the rights of any optionee without his or her consent.
REPRICING OF STOCK OPTIONS. On December 14, 1998, the Committee
approved the repricing of all stock options granted in 1998 to
employees of the Company and its subsidiaries. All options granted
in 1998 with an exercise price above $12.00 per share were repriced
to an exercise price of $12.00.
The following table sets forth information concerning stock
options granted to each of the named executive officers in 1999 and
the potential realizable value for the stock options based on future
appreciation assumptions.
<TABLE>
OPTION GRANTS IN 1999
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE APPRECIATION
SECURITIES UNDERLYING OPTIONS GRANTED EXERCISE FOR OPTION TERM<F1>
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION -------------------------------
(#) IN 1999 ($) DATE 5% ($) 10% ($)
--------------------- --------------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald F. Mahoney 20,000 4.29 15.08 06-24-09 203,197 502,300
Paul V. Reilly 20,000 4.29 15.08 06-24-09 203,197 502,300
Gary H. Ritondaro 50,000 10.72 13.65 06-01-09 539,171 1,262,807
V. Bruce Thompson -- -- -- -- -- --
Robert Meyer -- -- -- -- -- --
Michael A. Zawalski 25,000 5.36 13.20 05-04-09 209,364 528,970
<FN>
- ------
<F1> Amounts reported in these columns show hypothetical gains that
may be realized upon exercise of the options assuming that
market price of common stock appreciates at the specified
annual rates of appreciation, compounded annually over the
terms of the options. These numbers are calculated based upon
rules promulgated by the SEC. Actual gains, if any, depend on
the future performance of common stock and overall market
conditions.
</TABLE>
11
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<PAGE>
The following table sets forth information about the number and
value of stock options exercised in 1999 and held at December 31,
1999, by each named executive officer. A stock option is
"in-the-money" if the closing market price of the common stock
exceeds the exercise price of the stock option.
<TABLE>
AGGREGATED OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES VALUE AT 12-31-99 (#) AT 12-31-99 ($)<F1>
ACQUIRED ON REALIZED ------------------------- -------------------------
EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Gerald F. Mahoney 198,000 1,266,368 212,890/417,000 2,217,264/2,543,489
Paul V. Reilly 0 0 101,432/195,900 702,141/882,646
Gary H. Ritondaro 0 0 0/50,000 0/0
V. Bruce Thompson 0 0 5,000/20,000 7,500/30,000
Robert Meyer 0 0 3,000/12,000 12,564/50,256
Michael A. Zawalski 0 0 10,000/65,000 15,000/67,292
<FN>
- ------
<F1> Represents the difference between the option exercise price and
the closing sales price per share of the common stock as quoted
on the NYSE on December 31, 1999 ($13.50 per share).
</TABLE>
EXECUTIVE AGREEMENTS
In November 1999 the Company entered into Change in Control
Agreements with certain key employees, including the named executive
officers listed in the compensation table on page 8. These
agreements, among other things, provide that if the executive's
employment with the Company is terminated in certain circumstances
upon or in anticipation of a change of control (as defined in such
agreements), each executive shall receive a lump sum payment based
upon such executive's base salary and annual bonus at termination.
In the case of Messrs. Mahoney and Reilly, the lump sum payment
would be equal to three years' salary and bonus. In the case of
Messrs. Ritondaro and Zawalski, the lump sum payment would be equal
to two years' salary and bonus, and in the case of Messrs. Thompson
and Meyer, it would equal one years' salary and bonus. Each
executive would also receive any salary or other benefits accrued or
otherwise owed to the executive under the Company's various employee
benefit plans and programs at the time of termination.
EMPLOYEE BENEFITS
BONUS PLAN. In 1999 the Board of Directors adopted a Cash Bonus
Incentive Plan (the "Bonus Plan") pursuant to which the named
executives and other key employees may receive bonus compensation.
The Bonus Plan is further described at "Compensation Committee
Report on Executive Compensation--Components of Compensation."
401(K) SAVINGS RETIREMENT PLAN. The Company's subsidiary,
Mail-Well I Corporation, has maintained a 401(k) Savings Retirement
Plan (the "Plan") since 1994 for employees. A full-time employee of
the Company can participate in the Plan after completing one year of
service. For 2000, a participant can contribute to the Plan up to
the lesser of $10,500 or 15% of his compensation. During 2000, a
cash matching contribution will be made by the Company for each
participant who contributes to the Plan equal to 50% of the
participant's contributions, up to a maximum of 6% of the
participant's compensation
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<PAGE>
for the year. Only $170,000 of a participant's compensation is
considered for purposes of Plan contributions. All contributions are
not included in the participant's current taxable income.
Plan monies are held in trust. A Plan participant can direct the
investment of his contributions and the matching contributions into
one of twelve mutual funds, which include a Company stock fund.
Participant contributions to the Plan are always fully vested while
matching contributions become nonforfeitable in increments of 20%
for each year of service completed by the participant. Generally, a
participant's vested Plan benefit is distributable upon his
retirement, total and permanent disability, death or other
separation from employment.
EMPLOYEE STOCK OWNERSHIP PLAN. Mail-Well I Corporation has also
maintained an Employee Stock Ownership Plan (the "ESOP") since 1994
for employees. A full-time employee can participate in the ESOP
after completing thirty days of service and attaining age 21. The
only source of contributions to the ESOP are contributions made by
the Company and related entities that have adopted the ESOP.
Contributions in 2000 and future years will be determined in the
sole discretion of the Board of Directors. There is presently no
minimum contribution requirement. Contributions to the ESOP may be
made in Company stock or cash. Any contribution is allocated to the
account of an ESOP participant in the proportion that his
compensation bears to the compensation of all participants for the
year of the contribution. Only $100,000 of a participant's
compensation is considered for purposes of an allocation.
Contributions are not included in a participant's current taxable
income. Generally, a participant must be employed throughout the
year and on the last day of the year in order to receive an
allocation of any ESOP contribution for that year.
The ESOP monies are held in trust and primarily invested in the
Company's common stock at the direction of the Mail-Well I
Corporation Benefits Administration Committee. Contributions
allocated to a participant's Plan account will become nonforfeitable
in increments of 20% for each year of service completed by the
participant. Amounts that are forfeited from a partially-vested
participant's account are allocated to the remaining participants'
accounts as an additional contribution. Generally, a participant's
ESOP benefit is distributable after his retirement, total and
permanent disability, death or other termination from employment.
13
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<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation for the Company's executive officers
for the year ending December 31, 1999, were made by the three-member
Compensation Committee of the Board. Each member of the Committee is
an outside director. No member of the Committee has ever been an
officer or employee of the Company or any of its subsidiaries. The
Committee is responsible for establishing and administering the
policies that govern the annual compensation and stock ownership
programs for the Company's executive officers and key employees.
COMPENSATION PHILOSOPHY
The Company's executive compensation policies are designed to:
* align compensation with the Company's annual and long-term
performance goals;
* attract and retain a highly qualified and motivated management
team;
* reward individual performance; and
* link the interests of the executive officers directly with
those of shareholders through the use of stock options as a
compensation vehicle.
These policies have been implemented by setting salaries and
bonuses for executives which are generally lower than the mid-point
for salaries and bonuses given to executives in similar positions.
However, the total compensation package (including grants of stock
options) should compensate the executives at a level consistent
with, or above, the mid-point for total gain opportunities received
by counterparts at similar companies. This compensation design
emphasizes long-term incentives that will encourage executives to
maintain their focus on long-term shareholder interests.
COMPONENTS OF COMPENSATION
Total compensation for each executive officer is set by the
Committee at levels which it believes are competitive in relation to
companies of similar type and size based upon a study and
recommendations provided by an independent compensation consultant.
The components of executive compensation include salary, the Bonus
Plan discussed below and equity participation in the Company in the
form of options to purchase common stock. Compensation for executive
officers of the Company is usually set by the Committee in March or
April of each year for that year. Due to the level of compensation
received by the executive officers of the Company, and the fact that
none of the executive officers have employment agreements, the
Committee has not yet deemed it necessary to adopt a policy
regarding the one million dollar limit on deductibility of certain
executive compensation under Section 162 (m) of the Internal Revenue
Code.
BASE SALARY. The Committee reviews the salaries of the
executive officers annually. The Committee's policy is to fix base
salaries at levels below the mid-point for amounts paid to senior
executives with comparable qualifications, experience and
responsibilities at other companies of similar size who are engaged
in a business similar to that of the Company. Salary recommendations
are submitted annually to the Committee by the Chairman and Chief
Executive Officer. In determining salary compensation, the Committee
takes into account financial and operating performance versus the
Company's internal operating plan and external benchmarking data, as
well as management's accomplishment of certain long-term and
short-term strategic goals.
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<PAGE>
<PAGE>
In addition, the base salaries take into account the
individual's experience within the industry, with the Company and
its predecessors and/or within the profession. The Committee
believes that compensation for its executive officers has been
competitive, appropriate and comparable to similarly situated
companies.
Based upon its evaluation of these factors, the Committee
believes that senior management is dedicated to achieving long-term
financial improvements and that the compensation policies, plans and
programs administered by the Committee contribute to management's
commitments. The Committee attempts to assimilate all of the
foregoing factors when it renders its compensation decisions;
however, the Committee recognizes that its decisions are primarily
subjective in nature. The Committee does not assign any specified
weight to the criteria it considers.
The Committee's recommendations are offered to the full Board of
the Company which ultimately ratifies, changes or rejects them.
LONG-TERM INCENTIVES. The Company believes that the interests
of stockholders and the Company's key employees, including officers
and directors, are more closely aligned when such key employees are
provided an opportunity to acquire a proprietary interest through
ownership of common stock. Officers, directors and other key
employees are granted options under the Company's stock option plans
to purchase common stock. To date, the Company has only granted
stock options at a price equal to or greater than fair market value.
The number of options granted by the Committee are based upon the
Committee's evaluation of:
* the anticipated performance requirements and potential
contributions of each employee;
* each employee's current equity participation in the Company;
and
* recommendations of senior management.
In 1999, the Committee granted options representing 110,000
shares of common stock to executive officers. This grant of stock
options was made to further align the interests of those executive
officers with that of shareholders by providing incentives to
achieve the long-range goals of the Company. Appreciation in the
price of the common stock is intended to bring total compensation to
the mid-point, or above, for that of the executives' counterparts at
similar companies.
BONUS. Bonus compensation is paid to officers under the
Company's Bonus Plan. Bonuses were paid as a percentage of each
executive's 1999 base salary and were based upon the level of
attainment of earnings per share growth goals established by the
Board under the Bonus Plan. The components which are considered in
paying bonuses to the executive officers include profitability of
the Company and the officer's job performance.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Mahoney has served as Chief Executive Officer and Chairman
of the Board of the Company since 1994. As Chief Executive Officer,
Mr. Mahoney receives a base salary and stock options and is also
eligible for a bonus pursuant to the Bonus Plan. The Committee
reviewed Mr. Mahoney's performance, particularly his continued
contribution to the significant growth of the Company, acquisitions
of the Company and the integration of acquired businesses in
determining his base salary. The Committee assessed Mr. Mahoney's
overall performance and the above-referenced performance factors on
a subjective basis and did not assign relative weights to these
factors. As a result of these considerations, the Committee granted
Mr. Mahoney an increase in base salary of $50,000 from $450,000
annually to $500,000 annually, effective March 1, 1999. In June 1999
the Committee granted options for 20,000 shares of common stock to
Mr. Mahoney under the 1998 ISO Plan. This grant was made pursuant to
the policies and philosophy described above. Consistent with the
Committee's compensation philosophy discussed above,
15
<PAGE>
<PAGE>
Mr. Mahoney's salary and bonus has been lower than the mid-point for
salaries of CEOs at similar companies. However, it is the
Committee's objective that the total compensation package awarded to
Mr. Mahoney meet or exceed the mid-point for total gain
opportunities received by CEOs at similar companies, chiefly through
the opportunity to share in the appreciation of the price of the
common stock.
CONCLUSION
In summary, the Committee believes that its policy of linking
executive compensation to Company performance was met. The Committee
believes that the Company's compensation levels adequately reflect
its philosophy. In addition, the Committee believes that the
Company's executive compensation programs and policies are
supportive of its overall objective to enhance stockholder value
through the profitable management of its operations.
Frank J. Hevrdejs (Chairman)
Frank P. Diassi
Janice C. Peters
16
<PAGE>
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph represents the cumulative total quarterly
stockholder return (assuming reinvestment of dividends, if any) from
investing $100 on September 22, 1995 (the date of the Company's
initial public offering of common stock) in each of (i) the
Company's common stock; (ii) Standard & Poor's 500 Index; and (iii)
a Company-chosen peer group, weighted by market capitalization,
which includes Consolidated Graphics, Inc., Deluxe Corporation,
R. R. Donnelley & Sons Company, Wallace Computer Services and Standard
Register Company (the "Peer Group Index"). In 1998, the Peer Group
included Merrill Corporation, which became a private company on
November 23, 1999. Management determined that Wallace Computer
Services should be added to the Peer Group. This change did not have
a material impact on the return of the Peer Group for the years
indicated below. The Company's common stock is listed on the New
York Stock Exchange.
[GRAPH]
<TABLE>
<CAPTION>
MAIL-WELL PEER GROUP S&P 500
--------- ---------- -------
<S> <C> <C> <C>
22-Sep-95 $100.00 $100.00 $100.00
29-Sep-95 96.43 99.31 100.45
29-Dec-95 87.50 97.96 105.87
29-Mar-96 58.04 91.28 110.95
28-Jun-96 62.50 95.35 115.28
30-Sep-96 76.79 93.03 118.14
27-Dec-96 116.96 90.53 130.08
27-Mar-97 133.26 96.73 133.02
27-Jun-97 277.23 103.76 152.52
26-Sep-97 289.29 101.04 162.47
26-Dec-97 405.80 104.29 160.97
31-Mar-98 405.80 114.02 189.38
30-Jun-98 464.73 125.66 194.89
30-Sep-98 183.48 99.16 174.81
31-Dec-98 245.09 123.19 211.29
31-Mar-99 286.61 96.54 221.11
30-Jun-99 346.88 112.22 235.95
30-Sep-99 297.32 92.52 220.48
31-Dec-99 289.29 79.51 252.55
</TABLE>
17
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<PAGE>
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors, executive officers and
holders of more than 10% of the common stock to file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of the common stock. Based solely
upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Company with respect to the year ended December 31, 1999, to
the best of the Company's knowledge the Company's directors,
officers and holders of more than 10% of its common stock complied
with all Section 16(a) filing requirements.
PROPOSAL 1--ELECTION OF DIRECTORS
GENERAL
Seven directors will be elected at the Annual Meeting to hold
office until the Company's 2000 Annual Meeting of Stockholders or
until his or her respective successor has been elected and
qualified. All of the nominees are currently directors of the
Company. The Board has no reason to anticipate that any nominee will
decline or be unable to serve as a director. In the event any
nominee does decline or is unable to serve, proxies may be voted for
the election of a substitute nominee or the Board may reduce the
number of directors to be elected.
The shares of common stock represented by the enclosed proxy
will be voted for the election to the Board of the seven nominees
named below unless a vote is withheld from one or more individual
nominees. If any nominee becomes unavailable for any reason, or if a
vacancy should occur before election, shares represented by the
enclosed proxy may be voted for such other person as may be
determined by the holders of such proxy. The simple majority vote of
shares voting is required for election of directors.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF GERALD F.
---
MAHONEY, PAUL V. REILLY, FRANK P. DIASSI, FRANK J. HEVRDEJS, JANICE
C. PETERS, JEROME W. PICKHOLZ AND WILLIAM R. THOMAS.
PROPOSAL 2--RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
At the Annual Meeting, stockholders will be asked to ratify the
appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ended December 31, 2000. Management
recommends that Ernst & Young LLP be ratified as the principal
accounting firm to be utilized by the Company for the year ending
December 31, 2000.
The Company's independent auditors for the year ended December
31, 1998, were dismissed effective March 3, 1999. During the fiscal
year ended December 31, 1998, and through the interim period ended
March 3, 1999, the Company had no disagreements with Deloitte &
Touche LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved would have caused them to make
reference thereto in their report on the consolidated financial
statements of the Company for such years.
Deloitte & Touche LLP furnished the Company with a letter
addressed to the Securities and Exchange Commission stating that
they agree with the statements in the preceding paragraph.
During the fiscal year ended December 31, 1998, and through
March 3, 1999, the Company had not consulted with Ernst & Young LLP
regarding (1) the application of accounting principals to any
transaction; (2) the type of audit opinion that might be rendered on
the Company's financial statements;
18
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<PAGE>
(3) any disagreement or reportable event as those items are
described or defined in Items 304(a)(1)(iv) and 304(a)(1)(v) of
Regulation S-K; or (4) any other matter set forth in Item 304(a)(2)
of Regulation S-K.
The Company anticipates that representatives of Ernst & Young
LLP will attend the Annual Meeting for the purpose of responding to
appropriate questions. At the Annual Meeting, the representatives of
Ernst & Young LLP will be afforded an opportunity to make a
statement if they so desire.
REQUIRED VOTE
Ratification of the selection of Ernst & Young LLP as the
Company's independent auditors requires the affirmative vote of a
majority of the outstanding shares of common stock present, in
person or by proxy, and entitled to vote at the Annual Meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
---
SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS FOR 2000.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at
the Company's 2000 Annual Meeting of Stockholders must be received
by the Company at its principal executive offices not later than
February 25, 2000, in order to be included in the proxy statement
and form of proxy relating to the annual meeting.
OTHER ITEMS
The Board does not intend to present further items of business
to the meeting and knows of no such items which will or may be
presented by others. However, if any other matter properly comes
before the meeting, the persons named in the enclosed proxy form
will vote thereon in such manner as they may in their discretion
determine.
By Order of the Board of Directors,
/s/ Roger Wertheimer
Roger Wertheimer
Vice President--General
Counsel and Secretary
Englewood, Colorado
March 17, 2000
19
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<PAGE>
REVOCABLE PROXY MAIL-WELL, INC. REVOCABLE PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MAY 3, 2000
The undersigned holder of common stock of Mail-Well, Inc., a Colorado
corporation (the "Company"), acknowledges receipt of a copy of the Notice of
Annual Meeting of Shareholders dated March 17, 2000, and, revoking any proxy
heretofore given, hereby appoints Roger Wertheimer and Gary H. Ritondaro, and
each of them, with full power to each of substitution as attorneys and proxies
to appear and vote all shares of common stock of the Company registered in the
name(s) of the undersigned and held by the undersigned of record as of March
10, 2000, at the Annual Meeting of Shareholders of the Company to be held at
the Hyatt Regency Tech Center, 7800 Tufts Avenue, Denver, Colorado, on May 3,
2000, at 8:30 a.m., and at any postponements and adjournments thereof, upon
the following items as set forth in the Notice of Annual Meeting and to vote
according to their discretion on all other matters which may be properly
presented for action at the meeting. All properly executed proxies will be
voted as indicated.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEMS:
(1) To elect as directors the nominees listed below.
/ / FOR ALL nominees listed below (except as marked to the contrary).
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:
Frank P. Diassi, Frank J. Hevrdejs, Gerald F. Mahoney, Janice C. Peters,
Jerome W. Pickholz, Paul V. Reilly, William R. Thomas
(2) To ratify the selection of Ernst & Young LLP, independent auditors, as
auditors of the Company for the year ending December 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
(Continued on reverse side.)
<PAGE>
<PAGE>
(3) In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting or matters incidental
to the conduct of the meeting.
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1 AND 2. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS MADE IT WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
WITNESS my hand this day of , 2000.
------ ------------
---------------------------------------------------
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Signature of Shareholder(s)
(Please sign exactly as name appears hereon. When
signing as attorney, executor, administrator,
trustee or guardian, give full title as such. If a
corporation, please affix corporate seal. If a
partnership, please sign in partnership name by
authorized persons. If joint tenants, each joint
tenant should sign.)
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY BY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
I/WE DO DO NOT EXPECT TO ATTEND THIS MEETING.
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APPENDIX
Page 17 of the printed Proxy contains a Performance Graph. The
information contained in the graph appears in the table immediately
following the graph.
