<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE STANDARD REGISTER COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE STANDARD REGISTER COMPANY
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/ / 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: $125
(2) Form, schedule or registration statement no.: 1-6249
(3) Filing party: First Union Real Estate Equity and Mortgage Investments
(4) Date filed: March 10, 1994
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[LOGO HERE]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF THE STANDARD REGISTER COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders ("Annual
Meeting") of The Standard Register Company, an Ohio corporation ("Company"),
will be held at The Mandalay Banquet Center, 2700 East River Road, Dayton, Ohio,
on Wednesday, April 20, 1994, at 11:00 A.M., Eastern Daylight Savings Time, for
the following purposes:
(1) To fix the number of directors to be elected;
(2) To elect a Board of Directors;
(3) To appoint and retain Battelle & Battelle, Certified Public
Accountants, as the Company's auditors for the year 1994; and
(4) The transaction of such other business as may properly come before such
meeting or any adjournments thereof.
Pursuant to the Code of Regulations, the Board of Directors has fixed the
close of business on February 25, 1994, as the record date for the determination
of the shareholders entitled to notice of and to vote at the Annual Meeting or
any adjournments. Only shareholders of record on such date will be entitled to
notice of and to vote at the Annual Meeting or any adjournments.
/S/Rebecca A. Kagan
Rebecca A. Kagan
Secretary
Dayton, Ohio
March 25, 1994
***************************************************************************
* *
* WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE *
* SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING *
* ENVELOPE. *
* *
***************************************************************************
<PAGE> 3
THE STANDARD REGISTER COMPANY
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PROXY STATEMENT
FOR
ANNUAL MEETING
OF
SHAREHOLDERS
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PRINCIPAL EXECUTIVE OFFICES:
600 ALBANY STREET
DAYTON, OHIO 45401-1167
Mailing Date: March 25, 1994
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This Proxy Statement accompanies the Notice of Annual Meeting of Shareholders
("Annual Meeting") of The Standard Register Company, an Ohio corporation
("Company" or "Corporation"), to be held at The Mandalay Banquet Center, 2700
East River Road, Dayton, Ohio, on Wednesday, April 20, 1994, at 11:00 A.M.,
Eastern Daylight Savings Time.
A. SOLICITATION AND REVOCATION OF PROXIES
THE PROXIES ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its exercise. Proxies received in time to be voted
at the Annual Meeting or any adjournments thereof will be voted in accordance
with the instructions indicated on such proxies unless such proxies have been
revoked. Proxies may be revoked by giving a later dated proxy to the Company or
by giving notice of revocation to the Company in writing or orally at the Annual
Meeting. The presence by a shareholder at the Annual Meeting will not, by
itself, revoke a proxy. The proxies solicited on behalf of the Board of
Directors of the Company contain the authority to vote the shares of stock
cumulatively in the election of directors to the Company's Board of Directors at
the Annual Meeting.
B. SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
In accordance with applicable regulations of the Securities and Exchange
Commission, any proposal of a shareholder intended for inclusion in the
Company's proxy statement and form of proxy for the 1995 Annual Meeting of the
Company to be held on April 19, 1995, must be received by the Company on or
before November 18, 1994, at its principal executive offices located at 600
Albany Street, Dayton, Ohio 45401-1167.
<PAGE> 4
C. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business February 25, 1994, are
entitled to vote at the Annual Meeting or any adjournments thereof. At that
date, the Company had outstanding and entitled to vote 23,994,546 shares of
Common Stock (each share having one vote) and 4,725,000 shares of Class A Stock
(each share having five votes).
All properly cast votes, in person or by proxy, will be counted for purposes
of the issues to be voted on at the Annual Meeting. Abstentions and broker
non-votes will not be counted and therefore will have no impact on the vote for
fixing the number of directors, the plurality vote for electing the directors or
the vote for auditors.
On February 25, 1994, the following persons owned of record and beneficially,
as trustees, more than five percent (5%) of the equity securities of the
Company:
<TABLE>
<CAPTION>
NAME AND PERCENT OF
ADDRESS OF NATURE OF CLASS AND COMBINED
BENEFICIAL BENEFICIAL NUMBER PERCENT VOTING
OWNERS OWNERSHIP OF SHARES OF CLASS POWER
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Paul H. Granzow Co-Trustees under 2,516,856 shares 53.27% of 38.63 %
50 E. Third St. the Last Will and Class A (5 votes Class A
Dayton, OH 45402 Testament of per share) 24.22% of
and John Q. Sherman, 5,810,508 shares Common
James L. Sherman, Deceased Common (1 vote
2720 Philadelphia Dr. per share)
Dayton, OH 45405 (1)
The Fifth Third Bank Sole Surviving 1,081,392 shares 22.89% of 16.80 %
Cincinnati, OH 45202 Trustee under the Class A (5 votes Class A
(2) Last Will and Testament per share) 10.82% of
of William C. Sherman, 2,595,312 shares Common
Deceased Common (1 vote
per share)
The Fifth Third Bank Sole Surviving Trustee 1,071,624 shares 22.68% of 16.65 %
Cincinnati, OH 45202 under Trust Agreement Class A (5 votes Class A
(3) dated December 29, per share) 10.72% of
1939, 2,571,912 shares Common
with William C. Common (1 vote
Sherman, per share)
Deceased
</TABLE>
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(1) Paul H. Granzow and James L. Sherman, the Trustees under the Last Will and
Testament of John Q. Sherman, deceased, hold the voting securities in
separate equal trusts for each of the eight (8) children of John Q. Sherman,
deceased, each of whom is a life beneficiary of his or her respective trust.
The Trustees share voting and investment power for the securities in the
trusts. The Will of John Q. Sherman requires the Trustees to give to each
child, upon his or her request, a proxy authorizing said child to vote the
voting securities held in his or her respective trust.
(2) The trust under the Last Will and Testament of William C. Sherman, deceased,
provides for the payment of net income for life to Helen Margaret Hook
Clarke, niece of William C. Sherman, deceased. The Trustee, The Fifth Third
Bank ("Fifth Third"), has the sole voting and investment power for the
securities in the testamentary trust. This trust shall hereinafter be
referred to as the "William C. Sherman Testamentary Trust".
(3) The trust created under the Agreement with William C. Sherman dated December
29, 1939, provides for the payment of net income for life to Helen Margaret
Hook Clarke and the children of John Q. Sherman, deceased. Fifth Third has
the sole voting and investment power for the securities in the trust. This
trust shall hereinafter be referred to as the "William C. Sherman Inter
Vivos Trust". The William C. Sherman Testamentary Trust and the William C.
Sherman Inter Vivos Trust shall hereinafter be referred to collectively as
the "William C. Sherman Trusts".
None of the persons who are beneficiaries of the above trusts owns in his or
her own name more than five percent (5%) of the outstanding voting securities of
the Company. However, each of the eight (8) children of John Q. Sherman has the
right, upon his or her request, to vote the voting securities of the Company
held by the trustee in his or her respective trust. The shares of Class A Stock
and Common Stock of the Company held by the trustees of the John Q. Sherman
Trust represent in the aggregate 38.63% of the outstanding votes of the stock of
the Company. Each of the eight (8) beneficiaries has the right to vote slightly
less than five percent (5%) of the outstanding votes of the stock of the Company
by reason of each beneficiary's right to request a proxy to vote both Class A
and Common Stock in his or her respective trust. The names of each of the eight
(8) beneficiaries of the John Q. Sherman Trust are as follows: John Neary
Sherman, William Patrick Sherman, Mary Catherine Sherman Nushawg, James Louis
Sherman, Helen Louise Sherman Tormey, Robert Neary Sherman, Charles Francis
Sherman, and Patricia Lucille Sherman Begley.
2
<PAGE> 5
So far as is known to the Company, no other person as of February 25, 1994,
owned beneficially more than five percent (5%) of any class of equity security
of the Company.
Each director and executive officer listed on the compensation table and all
directors and executive officers as a group beneficially own securities of the
Company as follows:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND COMBINED
NAME OF TITLE OF NATURE OF PERCENT VOTING
BENEFICIAL OWNER CLASS BENEFICIAL OWNERSHIP OF CLASS POWER
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Roy W. Begley, Jr. Common Joint voting and 0.002% 0.001%
Director investment power-500
shares (1)
Ralph R. Burchenal Common Sole voting and 0.013% 0.006%
Director investment power-
3,000 shares
F. David Clarke, III Common Joint voting and 0.028% 0.014%
Director investment power-
6,776 shares (2)
Class A Sole voting power- 0.108% 0.054%
5,096 shares
John K. Darragh Common Sole voting and 0.330% 0.166%
Director and investment power-
Executive Officer 79,257 shares
Paul H. Granzow Common Sole voting and 0.105% 0.053%
Director and investment power-
Executive Officer 25,309 shares (3:4)
Mary C. Nushawg Common Sole voting and invest- 0.054% 0.027%
Director ment power-
12,924 shares
Common Sole voting power- 3.027% 1.525%
726,324 shares (5)
Class A Sole voting power- 6.659% 3.303%
314,616 shares (5)
Peter S. Redding Common Sole voting and invest- 0.075% 0.038%
Director and ment power-
Executive Officer 17,959 shares (6)
John J. Schiff, Jr. Common Sole voting and 0.109% 0.055%
Director investment power-
26,200 shares
Charles F. Sherman Common Sole voting and 0.209% 0.106%
Director investment power-
50,268 shares
Common Sole voting power- 3.027% 1.525%
726,324 shares (7)
Class A Sole voting power- 6.659% 3.303%
314,616 shares (7)
John Q. Sherman, II Common Sole voting and invest- 0.001% 0.000%
Director ment power-
160 shares
Joseph V. Schwan Common Sole voting and invest- 0.040% 0.020%
Executive Officer ment power-
9,606 shares
Common Joint voting and 0.003% 0.001%
investment power-
650 shares (8)
Harry A. Seifert, Jr. Common Sole voting and invest- 0.104% 0.052%
Executive Officer ment power-
24,945 shares (9)
Common Joint voting and 0.008% 0.004%
investment power-
1,950 shares (10)
Michael Spaul Common Sole voting and invest- 0.053% 0.027%
ment power-
12,738
On February 25, 1994, Common 2,540,269 shares ( 10.587% 5.335%
the shares beneficially Class A 948,944 shares (5)(7) 20.083% 9.964%
owned by all executive
officers and
directors as a group
(18 persons in group)
</TABLE>
3
<PAGE> 6
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(1) Roy W. Begley, Jr. and his wife Margaret Begley own as joint tenants 500
shares of Common Stock of the Company. Margaret Begley owns 130 shares of
Common Stock of the Company as to which Mr. Begley disclaims beneficial
ownership.
(2) F. David Clarke, III and his wife, Loretta M. Clarke, own as joint tenants
6,776 shares of Common Stock of the Company.
(3) Paul H. Granzow and James L. Sherman are trustees under the Last Will and
Testament of John Q. Sherman. As such, Paul H. Granzow and James L. Sherman
have the power to vote shares held by the trusts in the event that the
beneficiaries of the trusts do not desire to exercise their right to vote
the shares. The John Q. Sherman Trust owns, in trust, 2,516,856 shares of
Class A Stock and 5,810,508 shares of Common Stock which in the aggregate
represents 38.63% of the outstanding votes of the Company. Paul H. Granzow
and James L. Sherman share the investment power with respect to Class A and
Common Stock held by the trusts. The beneficiaries of the trusts do not have
the investment power with respect to the securities in the trusts.
(4) Lana T. Granzow, the wife of Paul H. Granzow, owns 1,220 shares of Common
Stock of the Company. Paul H. Granzow disclaims beneficial ownership of
these shares of Common Stock.
(5) Mary C. Nushawg is a beneficiary of the John Q. Sherman Trust and as such
has the right to vote 314,616 shares of Class A Stock and 726,324 shares of
Common Stock of the Company.
(6) Lorelei L. Redding, the wife of Peter S. Redding, owns 250 shares of Common
Stock of the Company. Peter S. Redding disclaims beneficial ownership of
these shares of Common Stock.
(7) Charles F. Sherman is a beneficiary of the John Q. Sherman Trust and as such
has the right to vote 314,616 shares of Class A Stock and 726,324 shares of
Common Stock of the Company.
(8) Joseph V. Schwan and his wife, Charlann Schwan, own as joint tenants 650
shares of Common Stock of the Company.
(9) Harry A. Seifert, Jr. is custodian for shares held under the Uniform Gift to
Minors Act of Ohio on behalf of his children Heather L. Seifert and Harry A.
Seifert, III, 1200 shares for each.
(10) Harry A. Seifert, Jr. and his wife, Joan Seifert, own as joint tenants
1,950 shares of Common Stock of the Company.
D. PERFORMANCE GRAPH
The following graph portrays a comparison of the yearly percentage change in
the Company's cumulative total shareholder return on its Common Stock from
December 31, 1988 to December 31, 1993 (as measured by dividing (i) the sum of
(A) the cumulative amount of dividends, assuming dividend reinvestment during
the periods presented and, (B) the difference between the Company's share price
at the end and the beginning of the periods presented; by (ii) the share price
at the beginning of the periods presented) with the NASDAQ Equity Index and a
Peer Group Index. The Peer Group consists of Duplex Products, Inc. and Moore
Corporation, Ltd. which are two (2) competitors of the Company.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) SRC Peer NASDAQ
<S> <C> <C> <C>
1988 100.0 100.0 100.0
1989 101.5 117.5 121.2
1990 69.2 94.7 103.0
1991 96.5 92.8 165.2
1992 129.6 79.1 192.1
1993 154.4 93.0 219.2
</TABLE>
E. EXECUTIVE COMPENSATION
1. EXECUTIVE COMPENSATION REPORT OF THE BOARD OF DIRECTORS
The Compensation Committee (i) recommends annually to the Board of Directors
for its approval the salaries for the Company's executive officers, and (ii)
studies all forms of executive compensation and incentives and reports to the
Board of Directors from time to time the results of the Committee's studies. The
Compensation Committee does not have the au-
4
<PAGE> 7
thority to determine the compensation of any employee, officer or director of
the Company.
In determining its recommendations to the Board of Directors for executive
salaries, the Compensation Committee assigned each executive position, including
the President and Chief Executive Officer position, a salary range that defined
a minimum, mid-point and maximum salary commensurate with the responsibilities
of the job, as determined by periodic compensation guidelines provided to the
Company by independent compensation consultants engaged by it. For 1993, the
consultants reviewed a group of nineteen companies that supply various types of
office products. The consultants provided the range of salaries paid by those
companies for various types of executive positions and the Committee utilized
that information in recommending salaries for the Company's executive officers
for similar positions. The nineteen companies included the two that are utilized
in the performance graph. The mid-point of the range approximated the average
pay of the range according to the consultants. Factors that determined the
salary within the range included objective performance and level of experience.
The range was adjusted to reflect changes in the cost of living and the
competitive business climate from the prior year. Executive salaries were
targeted at the mid-point of range, but in relative terms were in the lower
quartile (0-25%) of salaries for similar positions in the industry. The
Company's incentive-based bonus plans took total compensation levels to the
third quartile (50%-75%) of compensation for similar positions within the
industry. The compensation system developed over the years by the Company is
designed so that a relatively high percentage of all compensation is
incentive-based. Executive officers' positions within the salary range were
established as a function of performance. Executive officers' performance was
judged on both a subjective and objective basis, the latter measured against
specific, personal objectives agreed upon at the outset of the year by the
executive and the President and CEO. Merit salary increases were awarded on the
basis of the performance rating. The President's and CEO's performance was
judged on a subjective basis by the Board of Directors. John K. Darragh's salary
as the President and CEO of the Company was determined in the same manner as all
other executive officers of the Company except that his performance was judged
on a subjective basis by the Board of Directors. After reviewing the
recommendations of the Compensation Committee, the entire Board of Directors
adopted those recommendations as its own and implemented the salary levels
recommended. The Committee did not take into account the employment agreement
for Mr. Darragh discussed under "Termination of Employment and Change-In-Control
Arrangements" below, in recommending Mr. Darragh's salary. Salaries were not
determined by specific performance measures.
All bonuses were determined by specific performance measures provided in the
incentive plans discussed below. The Company's executive officers' bonuses were
established by the Company's Key Employees Incentive Plan, as amended (the
"Incentive Plan"), and the Company's Stock Incentive Plan, as amended ("Stock
Plan"), which were originally approved by the Company's shareholders in 1976 and
1978. Neither the Compensation Committee nor the Board of Directors determine
the bonuses which are paid to the Company's executive officers as the bonus
amounts are predetermined under the Incentive Plan and Stock Plan formulas.
The Incentive Plan requires the Company annually to provide three percent (3%)
of the pre-federal income tax profit of the Company (before the amount accrued
for the Incentive Plan and exclusive of extraordinary items) as an incentive to
and for the benefit of all Executive Officers, Corporate and Forms Division
headquarters' employees. Each person shares pro-rata in the bonus pool, based on
their targeted participation level determined by the point value of their job
description. Each officer's targeted participation is equivalent to 50% of their
salary. If the bonus pool exceeds the amount required to pay each person their
full targeted participation, the excess amount is allocated pro-rata among the
management participants, including officers, with payment deferred until after
age 65. The maximum amount that may be deferred is equivalent to their targeted
participation level, 50% in the case of officers.
The Stock Plan requires the Company annually to provide an amount equal to the
lesser of (a) four percent (4%) of the Company's annual pre-federal income tax
profit in excess of the Company's 1976 pre-federal income tax profit or (b) four
percent (4%) of the Company's annual pre-federal income tax profit in excess of
thirty-one and five-tenths percent (31.5%) of the Company's pre-federal income
tax profit for the immediately preceding fiscal year as an incentive to all
officers and certain key employees of the Company. The relative participation of
each officer in the Stock Plan is in proportion to the officer's annual salary
with payment made fifty percent (50%) in
cash and fifty percent (50%) in Common Stock of the Company.
The Board of Directors of the Company adopted on December 13, 1990, an Officer
Supplemental Bonus Plan (the "Supplemental Plan") as an incentive to and reward
to the Company's officers for extraordinary effort in restructuring the
Company's operations with the objective of increasing the annual pre-tax
earnings of the Company from January 1, 1991 to December 31, 1993. The
Supplemental Plan provides that the Company's officers as of January 1, 1991,
will earn a group cash bonus which will be payable within a reasonable time
after December 31, 1993 in an amount equal to one percent (1%) of the total
aggregate increase, if any, in the Company's pre-tax earnings attained during
the Company's 1991, 1992 and 1993 fiscal years in excess of $150,000,000 up to
$208,800,000 plus six percent (6%) of the amount in excess of $208,800,000. The
Company's pre-tax profit for the Company's 1991 fiscal year was $49,900,587. The
Company's pre-tax profit for the Company's 1992 fiscal year was $61,185,214. The
Company's pre-tax profit for the Company's 1993 fiscal year was $68,908,589
resulting in a bonus pool of $300,917. The Board of Directors allocated among
the Company's officers their bonus pool based upon their subjective evaluation
of each eligible officer's individual contribution to the success of the
restructuring effort. The executive officers eligible to participate in this
Plan as a result of having been officers as of January 1, 1991 were Messrs.
Darragh, Redding, Seifert and Spaul. Mr. Darragh, as President and Chief
Executive Officer, was awarded $60,183. Mr. Redding, as Executive Vice President
& Chief Operating Officer, was awarded $45,138. Mr. Seifert, as Vice President
- -- Forms Manufacturing, was awarded $37,615. Mr. Spaul, as Vice President &
General Manager -- Communicolor Division, was awarded $45,138. Pre-tax profit
means the Company's net income as reported to the Company's shareholders, plus
(i) federal income tax expense, (ii) the Key Employees' "Maxi-
5
<PAGE> 8
mum Incentive Reserve", and (iii) the "Stock Incentive Reserve" exclusive of any
extraordinary items, if any, as verified by the Company's independent Certified
Public Accountants.
The Incentive Plan, Stock Plan and Supplemental Plan effectively tie a major
portion of each executive officer's compensation to corporate profit
performance. The Stock Plan has the added feature of placing fully-valued
Company stock in the hands of executive officers, creating the opportunity for
capital gains from higher stock prices produced by improving the Company's
performance. All three Plans are administered by the Board of Directors. The
Board does not have the discretion to readjust or waive the formula in the
Incentive Plan or the Stock Plan.
Newly enacted provisions of the Internal Revenue Code provide that compensation
in excess of $1 million per year paid to the chief executive officer as well as
to other executive officers listed in the compensation table will not be
deductible unless the compensation is "performance based" and the related
compensation is approved by shareholders. The new law applies to compensation
paid in 1994. It was not considered by the Committee in determining 1993
compensation.
THE BOARD OF DIRECTORS:
<TABLE>
<S> <C>
Roy W. Begley, Jr. Mary C. Nushawg
Ralph R. Burchenal Peter S. Redding
F. David Clarke, III John J. Schiff, Jr.
John K. Darragh Charles F. Sherman
Paul H. Granzow John Q. Sherman, III
James L. Sherman William P. Sherman
(Retired 2/17/94) (Retired 2/17/94)
</TABLE>
<TABLE>
2. SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------
ALL OTHER
NAME AND PRINCIPAL SALARY BONUS ($) COMPENSATION
POSITION YEAR ($) (1) (2) (3) ($) (4)
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------
John K. Darragh 1993 $580,500(5) $ 756,952(6) $899
President and Chief 1992 654,900(5) 643,238 873
Executive Officer 1991 542,800(5) 456,282 848
Peter S. Redding 1993 224,000 429,089(6) 899
Executive Vice President & 1992 215,000 353,789 873
Chief Operating Officer 1991 198,000 244,967 848
Joseph V. Schwan 1993 160,700 275,450 899
Vice President -- 1992 154,500 254,234 None
Forms Sales & Marketing 1991 62,500 23,180 None
Harry A. Seifert, Jr. 1993 133,400 266,271(6) 899
Vice President -- 1992 128,250 211,040 873
Forms Mfg. 1991 121,000 149,703 848
Michael Spaul 1993 132,000 271,395(6) 899
Vice President -- 1992 127,000 208,982 873
General Manager -- 1991 110,000 113,227 848
COMMUNICOLOR Division
- ----------------------------------------------------------------------------------
<FN>
(1) Includes the following: (a) The cash incentive earned by the officers
pursuant tot he Company's Stock Plan; (b) The market value of the shares of
Common Stock of the Company as of December 31, of 1991 ($13.875 per share), 1992
($18.000 per share) and 1993 ($20.750 per share) which were earned by the
Company officers in those years but which were received in the following year
pursuant to the Stock Plan; and (c) The cash incentive earned by the Company
officers pursuant to the Company's Incentive Plan. The cash incentives were
earned by the Company officers in 1991, 1992 and 1993 but were paid in the
following year pursuant to the Incentive and Stock Plans.
(2) Includes amounts deferred by the officers pursuant to Section 401(k) of
the Internal Revenue Code under The Standard Register Employees Savings Plan
(the "Savings Plan").
(3) Includes amount earned under the Incentive Plan, in excess of the 50%
annual base salary target level, with payment deferred until normal retirement
or earlier termination date.
(4) Includes the Company's matching contributions under the Savings Plan. The
Savings Plan provides that the Company may make an annual matching contribution
for each participant in an amount up to ten percent (10%) of each participant's
contribution; provided, however, the Company's matching contribution for each
participant shall in no event exceed six-tenths (.6) of one percent (1%) of the
participant's eligible compensation. Employee contributions to the Savings Plan
are fully vested to the participants. The Company's matching contribution has a
vesting schedule so that one hundred percent (100%) of the Company's matching
contribution will vest after five (5) years of Company service.
(5) Includes $174,000 paid to John K. Darragh in each of the three (3) years
pursuant to an employment contract as amended, between the Company and Mr.
Darragh.
(6) Includes the cash incentive earned by the Company officers pursuant to the
Supplemental Plan.
</TABLE>
The Stanreco Plan is an uninsured plan and provides for retirement benefits
based on the average pay of the highest five (5) years of total plan
participation. The Stanreco Plan is funded, in part, by contributions by the
Stanreco Plan participants. The annual contributions by the Company are computed
on an actuarial basis. The Company's annual contribution to the Stanreco Plan
with respect to an individual person is not and cannot readily be separately or
individually calculated by the Stanreco Plan actuaries. In 1993, the Company's
contribution to
6
<PAGE> 9
the Plan amounted to 4.11% of the total remuneration of the participants in the
Stanreco Plan. All forms of remuneration, excluding overtime and shift
differential remuneration, are covered by the Stanreco Plan.
The Company has a non-qualified retirement plan known as The Standard Register
Company Non-Qualified Retirement Plan ("Non-Qualified Plan"). Benefits under the
Non-Qualified Plan are determined by the same formula used in the Stanreco Plan.
The Non-Qualified Plan is supplemental to the Stanreco Plan in that it provides
retirement benefits which would have been payable from the Stanreco Plan but for
the limits imposed by the Tax Reform Act of 1986. The Company does not currently
fund or contribute to the Non-Qualified Plan but does accrue projected benefit
expense annually.
The Company also has a supplemental non-qualified retirement plan known as The
Standard Register Company Officers' Supplemental Non-Qualified Plan
("Supplemental Non-Qualified Plan"). This Supplemental Non-Qualified Plan pays
retirement benefits in addition to the Stanreco Plan and Non-Qualified Plan
based on the number of years of credited service as an officer in excess of five
(5) years.
For an officer, the sum of annual benefits earned under the Stanreco Plan,
Non-Qualified Plan and Supplemental Non-Qualified Plan are subject to a limit of
50% of the average of the highest five (5) years of compensation.
Table 1 shows the estimated annual retirement benefits payable from the
Stanreco Plan and the Non-Qualified Plan to the Company's employees in specified
remuneration and years of service classifications. Part of the estimated annual
benefits include the return of and earnings on contributions made by the
Company's employees. Table 2 shows the estimated annual retirement benefits
payable from the Supplemental Non-Qualified Plan to the Company's officers in
specified remuneration and years of officer service in excess of five (5) year
classifications. An officer's annual retirement benefit is equal to the lesser
of the sum of the benefits from Tables 1 and 2 or 50% of the average of the
highest five (5) years of compensation.
TABLE 1
<TABLE>
<CAPTION>
AVERAGE OF FIVE YEARS OF CREDITED SERVICE
HIGHEST YEARS OF ---------------------------------------------------------------------------------------
COMPENSATION 1 5 10 15 20 25 30
---------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 2,600 $ 13,000 $ 26,000 $ 39,000 $ 52,000 $ 65,000 78,000
300,000 3,900 19,500 39,000 58,500 78,000 97,500 117,000
400,000 5,200 26,000 52,000 78,000 104,000 130,000 156,000
500,000 6,500 32,500 65,000 97,500 130,000 162,500 195,000
600,000 7,800 39,000 78,000 117,000 156,000 195,000 234,000
700,000 9,100 45,500 91,000 136,500 182,000 227,500 273,000
800,000 10,400 52,000 104,000 156,000 208,000 260,000 312,000
900,000 11,700 58,500 117,000 175,500 234,000 292,500 351,000
</TABLE>
TABLE 2
<TABLE>
<CAPTION>
AVERAGE OF FIVE YEARS OF OFFICER SERVICE IN EXCESS OF FIVE
HIGHEST YEARS OF ------------------------------------------------
COMPENSATION 1 5 10 15
---------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 200,000 $ 6,100 $ 30,500 $ 61,000 $ 91,500
300,000 9,150 45,750 91,500 137,250
400,000 12,200 61,000 122,000 183,000
500,000 15,250 76,250 152,500 228,750
600,000 18,300 91,500 183,000 274,500
700,000 21,350 106,750 213,500 320,250
800,000 24,400 122,000 244,000 366,000
900,000 27,450 137,250 274,500 411,750
</TABLE>
The amounts of estimated annual benefits are based upon the assumption that
the employee remains in the service of the Company until age 62, at which age
the employee qualifies for the maximum retirement benefit. Retirement prior to
age 62 will result in actuarially reduced benefits. The estimated annual
benefits are not subject to any deduction for social security benefits.
7
<PAGE> 10
The table below shows the average of the highest five years of total
compensation and the years of service for each person listed in the executive
compensation table.
<TABLE>
<CAPTION>
AVERAGE OF
THE HIGHEST FIVE YEARS OF YEARS OF
YEARS OF CREDITED OFFICER
NAME TOTAL COMPENSATION SERVICE SERVICE
- ---------------- ------------------ -------- --------
<S> <C> <C> <C>
John K. Darragh $881,145 19 19
Peter S. Redding $449,976 26 12
Joseph V. Schwan $218,371 1 1
Harry A. Seifert $261,894 27 6
Michael Spaul $195,062 10 3
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION AND CHARGE-IN-CONTROL ARRANGEMENTS
The Company entered into an employment contract with Mr. Darragh which
provides that the Company shall pay him annually while he is employed, in
addition to his base salary, an amount equal to the annual amount that he would
have received in retirement pay under his original employment contract had he
retired on November 1, 1989. This payment is excluded from the computation of
his share of annual incentive payments under the Company's incentive plans. The
employment contract further provides that Mr. Darragh shall continue in the
employment of the Company until age sixty-five and that the Company shall employ
him until age sixty-five unless the employment is terminated prior to that time
with just cause. The contract provides that he will accept the office or offices
of the Company to which he may from time to time be elected by the Board of
Directors, and that, unless he becomes permanently disabled, he shall serve
continuously in the office or offices to which he has been elected for and
during the entire period from the date of his contract to age sixty-five, and
perform such other duties and responsibilities as delegated to and imposed upon
him by the Company. The contract also provides that if he continues in the
employment of the Company until age sixty-five, the Company will supplement his
retirement benefits from the Company's qualified retirement plan, the Stanreco
Retirement Plan (the "Stanreco Plan") to the extent necessary to provide him
annual retirement benefits equal to the greater of (i) one-half his highest
annual base salary as an employee excluding bonuses and other incentive
compensation, or (ii) the benefits which he would be eligible to receive if he
were a participant under the Non-Qualified Plan described hereafter.
F. SUBJECTS TO BE CONSIDERED AT THE
ANNUAL MEETING
The subjects to be considered at the Annual Meeting or any adjournments
thereof, so far as is known to the Board of Directors, are as follows:
PROPOSAL 1. FIXING NUMBER OF DIRECTORS
The Company presently has ten (10) directors. The Board of Directors
recommends fixing the total number of directors to be elected at ten (10).
Unless otherwise indicated in the proxy, it is intended by the Board of
Directors that all shares of stock represented by the accompanying proxy will be
voted in favor of this recommendation.
The affirmative vote of the holders of the majority of the votes cast upon
this proposal is required for approval.
PROPOSAL 2. ELECTION OF DIRECTORS
Unless otherwise indicated in the proxy, it is intended by the Board of
Directors that all shares of stock represented by the accompanying proxy will be
voted in favor of the election of the ten (10) persons as hereinafter named to
be directors of the Company to hold office until the next annual election or
until their successors shall be duly elected and qualified or until the earlier
resignation, removal from office or death of such director. All nominees are
presently directors of the Company.
Although the Board of Directors does not contemplate that any of the nominees
hereinafter named will be unavailable for election, in the event that any of
them is unavailable, it is intended that the shares will be voted for substitute
nominees as may be determined by the persons voting the proxies.
Cumulative voting is permitted by the laws of Ohio in voting upon the election
of directors if notice in writing is given by any shareholder to the President,
a Vice President or the Secretary of the Company not less than forty-eight (48)
hours before the time fixed for the Annual Meeting that the shareholder desires
that the voting at such election be cumulative and if an announcement of the
giving of such notice is made upon the convening of the Annual Meeting by the
Chairman or Secretary or by or on behalf of the shareholder giving such notice.
If any shares may be voted cumulatively for the election of directors, each
shareholder present at the Annual Meeting and the persons voting the proxies
shall have full discretion and authority to cumulate such voting power as the
shareholder or proxy possesses and to give one candidate as many votes as the
number of directors to be elected multiplied by the number of votes which the
shareholder or proxy is entitled to cast, or to distribute such votes on the
same principle among two or more candidates, as the shareholder or proxy sees
fit.
Nominees receiving the highest number of votes cast for the positions to be
filled will be elected.
All nominees were previously elected as Directors of the Company by
Shareholders at the last Annual Meeting except for Roy W. Begley, Jr. and John
Q. Sherman, II who were appointed by the Board in February of 1994 to fill the
vacancies created by the resignations of William P. Sherman and James L. Sherman
who retired after 53 and 50 years of service respectively.
The names of the nominees recommended by the Company for election as directors
and information concerning each of said nominees are as follows:
SERVED AS
NAME AGE DIRECTOR SINCE
- ---------------------------- --------- ---------------
ROY W. BEGLEY, JR.* 38 1994
Mr. Begley has been an Investment Specialist with Provident Securities and
Investments since August 1992. From 1987 to 1992, Mr. Begley was a Financial
Consultant with Shearson-Lehman Brothers. He is a member of the Pension Advisory
Committee of the Board of Directors.
RALPH R. BURCHENAL 62 1992
Mr. Burchenal has business interests in Florida and North Carolina and
agricultural interests in Ohio and Montana. He is also an investor in several
small businesses. He has been President of The French Broad River Company and
Two Creek Corporation for more than five (5) years. He was formerly President of
the First Mason Bank and an Executive Vice President of the Central Trust
Company. He is a member of the Audit Committee and Compensation Committee of the
Board of Directors. He is also President of The Children's Hospital in
Cincinnati, Ohio.
8
<PAGE> 11
SERVED AS
NAME AGE DIRECTOR SINCE
- ---------------------------- --------- ---------------
F. DAVID CLARKE, III 37 1992
Mr. Clarke has been Chairman of the Board of Directors as well as Vice President
and General Counsel of Clarke-Hook Corporation since December of 1990. From 1985
to 1990 he was general counsel to the Clarke-Hook Corporation. He was in the
private practice of law prior to joining the Clarke-Hook Corporation. He is a
member of the Pension Advisory Committee and Compensation Committee of the Board
of Directors of the Company.
JOHN K. DARRAGH 64 1977
Mr. Darragh has been President and Chief Executive Officer of the Company since
June 1, 1983. Prior to June 1, 1983, He served the Company in various executive
and financial positions. He is an ex-officio member of all committees of the
Board of Directors of the Company except for the Audit Committee. He is
President and a director of STANFAST, Inc., a wholly-owned subsidiary of the
Company.
PAUL H. GRANZOW 66 1966
Mr. Granzow has been Chairman of the Board of Directors of the Company since
January 1, 1984. He was a partner of the law firm of Turner, Granzow &
Hollenkamp until December 31, 1983. From January 1, 1984 to September 16, 1992,
he was "Of Counsel" with the law firm. He is a co-trustee of the John Q. Sherman
Trust. See "Voting Securities and Principal Holders Thereof." He is a Senior
Vice-President and a director of The Weston Paper and Manufacturing Co.
MARY C. NUSHAWG* 72 1992
Mrs. Nushawg's occupation is personal investments for over five years. She is a
member of the Compensation Committee of the Board of Directors of the Company.
PETER S. REDDING 55 1992
Mr. Redding has been Executive Vice President & Chief Operating Officer of the
Company since January 1, 1994. Prior to January 1, 1994, he served the Company
in various executive, sales management and sales positions. He is Chairman of
the Pension Advisory Committee of the Board of Directors of the Company.
JOHN J. SCHIFF, JR. 50 1982
Mr. Schiff has been Chairman of the Board of Directors of John J. and Thomas R.
Schiff & Co., Inc., an insurance agency for more than five (5) years. He is also
Chairman of the Board of Directors of The Cincinnati Insurance Company and the
Cincinnati Financial Corporation. He is also a director of The Cincinnati Gas &
Electric Company, Fifth Third Bancorp, The Fifth Third Bank, and the Cincinnati
Bengals, Inc. He is Chairman of the Audit Committee and a member of the Pension
Advisory Committee of the Board of Directors of the Company.
CHARLES F. SHERMAN* 66 1992
Mr. Sherman has had personal business interests in Ohio and Kentucky for over
five years. He is a member of the Audit Committee of the Board of Directors of
the Company.
JOHN Q. SHERMAN, II* 40 1994
Mr. Sherman has been a manufacturers' representative since 1985, representing A.
Rifkin Company, a manufacturer of specialty security bags and other
manufacturers of golf and incentive award products. He is a member of the
Compensation Committee of the Board of Directors.
* Roy W. Begley, Jr. and John Q. Sherman, II, are first cousins, and are nephews
of Mary C. Nushawg and Charles F. Sherman, sister and brother.
- ------------------------------------------------------------
The total number of meetings of the Board of Directors held during 1993 was
six (6). All incumbent directors attended at least seventy-five percent (75%) of
the Board of Directors' meetings and the committee meetings of which they were
members during 1993.
The Company has a standing Audit Committee which held four (4) meetings in
1993. John J. Schiff, Jr. is Chairman of the Committee. Ralph R. Burchenal and
Charles F. Sherman are the other members of the Audit Committee. The function of
the Audit Committee is to maintain a direct line of communication between the
independent certified public accountants and the Board of Directors. The Audit
Committee is also responsible for reviewing the Company's corporate accounting,
auditing and financial reporting practices. Additionally, the Audit Committee
reviews annually the reasonableness of the fees paid to the Company's general
counsel and independent auditors.
The Company has a Compensation Committee which held two (2) meetings in 1993.
James L. Sherman, who retired as a Director in February of 1994, was Chairman of
the Committee during 1993. Ralph R. Burchenal, Mary C. Nushawg and F. David
Clarke, III are the other members of the Compensation Committee. The function of
the Compensation committee is to study all forms of executive compensation and
incentives and to report to the Board of Directors from time to time the results
of the Committee's studies, together with its recommendations regarding
executive compensation and incentives.
The Company does not have a Nominating Committee of the Board of Directors.
The Board of Directors, which performs the function of a Nominating Committee,
will consider nominees recommended by any shareholder which are submitted in
writing by December 1, 1994.
Non-officer members of the Board of Directors receive an annual fee of $20,000
as compensation for the services performed as a director. Non-officer directors
also receive an annual fee of $3,000 for serving on the Audit Committee and
Compensation Committee, and $5,500 for serving on the Pension Advisory Committee
of the Board of Directors. Non-officer chairmen of the Audit and Compensation
Committees receive an additional annual fee of $1,000 for the services they
perform as chairmen. Non-officer chairmen of the Pension Advisory Committee
receive an additional annual fee of $2,000 for the services they perform as
chairmen. Each non-officer director is paid $1,000 for each Board of Directors'
meeting which he or she attends in addition to the annual fees each non-officer
director receives for serving on the Board of Directors. All non-officer
directors also are paid all reasonable expenses which they incur in attending
meetings or in otherwise discharging their duties as members of the Board of
Directors or committees of the Board of Directors. Officer members of the Board
of Directors do not receive any fees for serving as members of the Board of
Directors or as members of any committees.
The Company has a supplemental retirement benefit agreement with Paul H.
Granzow which provides that the Company will supplement his retirement benefits
from the Stanreco Plan to the extent necessary to provide him with annual
retirement
9
<PAGE> 12
benefits equal to the greater of $150,000 or fifty percent (50%) of the average
annual compensation paid to him for the five (5) year period immediately
preceding the year of his termination of employment with the Company.
PROPOSAL 3. SELECTION OF AUDITORS
Action will be taken by the shareholders with respect to the selection of
auditors for the Company to serve for the year 1994. The Board of Directors
recommends that the firm of Battelle & Battelle, Certified Public Accountants,
who served as auditors last year, be retained. Battelle & Battelle has no direct
or any material indirect financial interest in the Company or any connection
during the past three (3) years with the Company in the capacity of promoter,
underwriter, voting trustee, director, officer or employee. The affirmative vote
of the holders of the majority of the votes cast is required to retain Battelle
& Battelle as the Company auditors for the year 1994.
A representative of Battelle & Batelle is expected to be present at the Annual
Meeting or any adjournments thereof. This representative will have an
opportunity to make a statement to the shareholders and will be available to
respond to appropriate questions from shareholders.
The Board of Directors does not intend to present any other proposals for
action by the shareholders at the Annual Meeting and has not been informed that
any other person or persons intend to present any other proposal for action by
shareholders at the Annual Meeting. If any proposals or other matters come
before the Annual Meeting or any adjournments thereof, not now known to the
Board of Directors, the persons voting the proxies will vote the shares they are
authorized to vote on such proposals or matters in accordance with their best
judgments.
G. OTHER MATTERS
The expense of making the solicitation of proxies will consist of preparing
and mailing the proxies, proxy statements, and related material, and the expense
of any brokers, custodians, nominees or fiduciaries incurred in forwarding the
documents to their principals or beneficiaries. These are the only contemplated
expenses of solicitation and they will be paid by the Company.
BY THE ORDER OF THE BOARD OF DIRECTORS
/S/ Rebecca A. Kagan
REBECCA A. KAGAN
Secretary
Dayton, Ohio
10
<PAGE> 13
THE STANDARD REGISTER COMPANY
PROXY FOR ANNUAL SHAREHOLDERS MEETING, APRIL 20, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS That the undersigned, a shareholder of The
Standard Register Company ("Company") hereby appoints JOHN K. DARRAGH, PAUL H.
GRANZON and WILLIAM P. SHERMAN ("Appointed Proxies") each with full power to
substitute or act alone, to vote (the action of a majority of those present to
control) with respect to all shares of stock of the undersigned in the Company
at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to be
held April 20, 1994, and any adjournments thereof, upon the following:
(1) PROPOSAL TO FIX AND DETERMINE THE NUMBER OF DIRECTORS TO BE TEN
/ / FOR / / AGAINST / / ABSTAIN
(2) ELECTION OF DIRECTORS
A vote FOR includes discretionary authority (i) to cumulate votes
selectively among the nominee's and (ii) to vote for a substitute nominee
if any of the nominees listed becomes unwilling or unable to serve.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary (to vote for all nominees
below) listed below)
INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominees name in the list below:
Roy W. Begley, Jr., Ralph R. Burchenal, F. David Clarke,III,
John K. Darragh, Paul H. Granzow, Mary C. Nushawg,
Peter S. Redding, John J. Schiff, Jr., Charles F. Sherman,
John Q. Sherman, II
(3) PROPOSAL TO APPROVE BATTELLE & BATTELLE, CERTIFIED PUBLIC ACCOUNTANTS, AS
THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
/ / FOR / / AGAINST / / ABSTAIN
(4) According to their best judgment on any and all matters as may properly
come before the meeting or any adjournments thereof. The Board of
Directors does not know of any matters to be brought before the Annual
Meeting other than those described above.
(Continued and to be signed on reverse side)
<PAGE> 14
THE APPOINTED PROXIES WILL VOTE FOR EACH OF THE MATTERS SET FORTH ABOVE AT
PARAGRAPHS (1), (2) AND (3) WHICH ARE MORE FULLY DESCRIBED IN THE PROXY
STATEMENT, UNLESS YOU OTHERWISE SPECIFIED HEREIN ABOVE, IN WHICH CASE THE
APPOINTED PROXIES WILL VOTE OR WITHHOLD IN ACCORDANCE WITH INSTRUCTIONS GIVEN.
IMPORTANT: Signature should agree with name on this proxy. Executors,
administrators, trustees, etc., should so indicate when signing.
____________________________________
signature
____________________________________
signature
DATE:_________________________, 1994
PLEASE FILL IN, SIGN AND RETURN THIS PROXY WHETHER OF NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING IN PERSON.
