<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
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:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE STANDARD REGISTER COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (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> 2
March 24, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of The
Standard Register Company ("Company") which will be held at The Mandalay Banquet
Center, 2700 East River Road, Dayton, Ohio at 11:00 A.M. Eastern Daylight
Savings Time on Wednesday, April 19, 1995.
This year, in addition to fixing the number of, as well as electing, directors
and approving the selection of auditors, you are being asked to consider and
approve an amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock of the Company. A description of
this amendment and the reasons for our recommendation that you give this
amendment your support are set forth in the attached Proxy Statement which you
are encouraged to read carefully.
Your Board of Directors is convinced that the proposed amendment is in the best
interest of the Company and all its shareholders, and recommends that you vote
"FOR" each proposal to be considered at this year's Annual Meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your
shares be represented. Because approval of Proposal #3, increasing the
authorized shares of Common Stock, requires the affirmative vote of the holders
of 75% of the outstanding shares of the Company's Common Stock, we personally
urge you to sign, date and mail promptly the enclosed proxy in the return
envelope provided for your convenience.
Thank you for your cooperation.
Very truly yours,
Peter S. Redding
President and
Chief Executive Officer
Paul H. Granzow
Chairman of the Board
<PAGE> 3
LOGO
- - Standard Register. - P.O. Box 1167 - Dayton, OH 45401
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 19, 1995 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 amend Article Fourth of the Amended Articles of Incorporation of the
Company to increase the authorized number of shares of stock from
35,225,000 shares of stock with a par value of $1.00 each, of which
30,500,000 are known and designated as Common Stock and of which
4,725,000 are known and designated as Class A Stock to 55,225,000
shares of stock with a par value of $1.00 each, of which 50,500,000
will be known and designated as Common Stock and of which 4,725,000
will be known and designated as Class A Stock;
(4) To appoint and retain Battelle & Battelle, Certified Public
Accountants, as the Company's auditors for the year 1995; and
(5) 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 24, 1995, 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.
Rebecca A. Kagan
Secretary
Dayton, Ohio
March 24, 1995
/ WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SIGN /
/ AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE./
<PAGE> 4
THE STANDARD REGISTER COMPANY
- --------------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING
OF
SHAREHOLDERS
- --------------------------------------------------------------------------------
PRINCIPAL EXECUTIVE OFFICES:
600 ALBANY STREET
DAYTON, OHIO 45401-1167
(513) 443-1000
Mailing Date: March 24, 1995
- --------------------------------------------------------------------------------
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 19, 1995, 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. Properly executed 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. If no choice is specified, the shares will be voted
as recommended by the Board of Directors. 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 1996 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 1996 Annual Meeting of the
Company to be held on April 17, 1996, must be received by the Company on or
before November 27, 1995, at its principal executive offices located at 600
Albany Street, Dayton, Ohio 45408.
<PAGE> 5
C. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business February 24, 1995, are
entitled to vote at the Annual Meeting or any adjournments thereof. At that
date, the Company had outstanding and entitled to vote 23,940,017 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. Approval of Proposal #3, to increase the authorized
shares of Common Stock, requires the affirmative vote of the holders of
seventy-five percent (75%) of the outstanding shares of the Company's Common
Stock voting separately as a class and also by the holders of shares entitled to
exercise two-thirds of the voting power of the Company. Therefore, abstentions
and broker non-votes will have the same effect as a "No" vote on Proposal #3.
<TABLE>
On February 24, 1995, the following persons owned of record or beneficially,
as trustees or beneficiaries, more than five percent (5%) of any class of equity
security of the Company (each share of Class A Stock carries five (5) votes and
each share of Common Stock carries one (1) vote):
<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% 38.67%
50 E. Third St. the Last Will and Class A 24.27%
Dayton, OH 45402 Testament of
and John Q. Sherman, 5,810,508 shares
James L. Sherman Deceased Common
2720 Philadelphia Dr.
Dayton, OH 45405 (1)
William P. Sherman (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,072 shares 3.47%
Common
Sole voting and 48,115 shares .20% 5.63%
dispositive Common
power
Mary C. Nushawg (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
33308 830,072 shares 3.47%
Common
Sole voting and 12,924 shares .05% 5.55%
dispositive Common
power
James L. Sherman (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,072 shares 3.47%
Common
Sole voting and 78,668 shares .33% 5.69%
dispositive Common
power
Helen L. Tormey (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,073 shares 3.47%
Common
Sole voting and 25,668 shares .11% 5.58%
dispositive Common
power
Robert N. Sherman (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,073 shares 3.47%
Common
Sole voting and 47,988 shares .20% 5.63%
dispositive Common
power
</TABLE>
2
<PAGE> 6
<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>
Charles F. Sherman (2) As Beneficiary 359,551 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,073 shares 3.47%
Common
Sole voting and 50,268 shares .21% 5.63%
dispositive Common
power
Patricia L. Begley (2) As Beneficiary 359,550 shares 7.61%
50 East Third St. under Trust Class A
Dayton, OH 45402 named above
830,073 shares 3.47% 5.53%
Common
The Fifth Third Bank Sole Surviving 1,081,329 shares 22.89% 16.82%
Cincinnati, OH 45202 Trustee under Class A 10.84%
(3) the Will and
Testament of
William C. 2,595,312 shares
Sherman, Common
Deceased
The Fifth Third Bank Sole Surviving 1,071,624 shares 22.68% 16.67%
Cincinnati, OH 45202 Trustee under Class A 10.74%
(4) Trust Agreement
dated December 29,
1939, with 2,571,912 shares
William C. Sherman, Common
Deceased
Quest Advisory Corp. Sole voting and 1,220,810 shares 5.10% 2.57%
New York, NY 10019 (5) dispositive Common
power
<FN>
- --------------------------------------------------------------------------------
(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 seven (7) surviving 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) None of the persons who are beneficiaries of the above trust, the seven (7)
surviving children of John Q. Sherman, owns in his or her own name more than
five percent (5%) of the outstanding voting securities of the Company;
however, each 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. Each of the seven (7) beneficiaries has the right to vote 5.53% 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.
(3) 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".
(4) 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".
(5) Charles M. Royce may be deemed to be a controlling person of Quest Advisory
Corp. ("Quest") and Quest Management Company ("QMC"), and as such may be
deemed to beneficially own the shares of Common Stock of The Standard
Register Company beneficially owned by Quest (1,220,810 shares of Common
Stock) and QMC (26,050 shares of Common Stock). Mr. Royce does not own any
shares outside of Quest and QMC, and disclaims beneficial ownership of the
shares held by Quest and QMC.
</TABLE>
3
<PAGE> 7
So far as is known to the Company, no other person as
of February 24, 1995, owned beneficially more than
five percent (5%) of any class of equity security of the
Company.
<TABLE>
Each director and executive officer and former executive officer listed on the
compensation table and all current directors and executive officers as a group
beneficially own securities of the Company as follows:
<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)
Craig J. Brown Common Sole voting and 0.074% 0.037%
Vice investment power- 17,764
President-Finance, shares
Treasurer & CFO
Ralph R. Burchenal Common Sole voting and 0.013% 0.006%
Director investment power- 3,000
shares
Gerard B. Chadwick Common Sole voting and 0.107% 0.054%
Former Executive investment power- 25,627
Officer shares
Common Joint voting and 0.015% 0.007%
investment power- 3,522
shares (2)
F. David Clarke, III Common Joint voting and 0.028% 0.014%
Director investment power- 6,776
shares (3)
Class A Sole voting power- 5,096 0.108% 0.054%
shares
John K. Darragh Common Sole voting and 0.245% 0.123%
Director investment power- 58,654
shares
Paul H. Granzow Common Sole voting and 0.118% 0.059%
Director and Chairman investment power- 28,258
of Board shares (4)(5)
Rebecca A. Kagan Common Sole voting and 0.018% 0.009%
Corporate Secretary & investment power- 4,238
In-House Counsel shares
Mary C. Nushawg Common Sole voting and 0.054% 0.027%
Director investment power- 12,924
shares
Common Sole voting power- 3.467% 1.745%
830,072 shares (6)
Class A Sole voting power- 7.610% 3.780%
359,551 shares (6)
Peter S. Redding Common Sole voting and 0.085% 0.043%
Director and investment power- 20,437
President and Chief shares (7)
Executive Officer
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 0.210% 0.106%
Director investment power- 50,268
shares
Common Sole voting power- 3.467% 1.745%
830,073 shares (8)
Class A Sole voting power- 7.610% 3.780%
359,551 shares (8)
John Q. Sherman, II Common Sole voting and 0.001% 0.000%
Director investment power- 160
shares
Joseph V. Schwan Common Sole voting and 0.042% 0.021%
Vice President- Forms investment power- 10,025
Sales & Marketing shares
Common Joint voting and 0.003% 0.001%
investment power- 650
shares (9)
</TABLE>
4
<PAGE> 8
<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>
Harry A. Seifert, Jr. Common Sole voting and 0.123% 0.062%
Vice President- Forms investment power- 29,435
Manufacturing shares (10)
Common Joint voting and 0.008% 0.004%
investment power- 1,950
shares (11)
Michael Spaul Common Sole voting and 0.072% 0.036%
Vice President & investment power- 17,271
General Manager- shares
Communicolor Div.
On February 24, 1995, Common 1,948,655 shares (1)(3); 10.587% 5.334%
the shares beneficially 4.;5.;6.;7.;8.;9.;10.;11.
owned by all current Class A 724,198 shares (6)(8) 20.083% 9.964%
executive officers and
directors as a group
(15 persons in group)
<FN>
- --------------------------------------------------------------------------------
(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) Gerard B. Chadwick and his wife, Mildred E. Chadwick, own as joint tenants
3,522 shares of Common Stock of the Company.
(3) F. David Clarke, III and his wife, Loretta M. Clarke, own as joint tenants
6,776 shares of Common Stock of the Company.
(4) 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 38.67% 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.
(5) 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.
(6) Mary C. Nushawg is a beneficiary of the John Q. Sherman Trust and as such
has the right to vote 359,551 shares of Class A Stock and 830,072 shares of
Common Stock of the Company.
(7) 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.
(8) Charles F. Sherman is a beneficiary of the John Q. Sherman Trust and as such
has the right to vote 359,551 shares of Class A Stock and 830,073 shares of
Common Stock of the Company.
(9) Joseph V. Schwan and his wife, Charlann Schwan, own as joint tenants 650
shares of Common Stock of the Company.
(10) 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, 1,200 shares for each.
(11) Harry A. Seifert, Jr. and his wife, Joan Seifert, own as joint tenants
1,950 shares of Common Stock of the Company.
</TABLE>
5
<PAGE> 9
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, 1989 to December 31, 1994 (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 competitors of the Company.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) SRC Peer NASDAQ
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
1989 100.0 100.0 100.0
1990 68.3 80.5 84.9
1991 95.2 78.9 136.3
1992 127.8 67.1 158.6
1993 152.2 78.8 180.9
1994 132.9 81.2 176.9
</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 authority 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, midpoint 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. In 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 midpoint of the 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 and CEO's performances were 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. Upon Mr. Darragh's retirement
on December 16, 1994, Peter S. Redding became President and Chief Executive
Officer. Mr. Redding's salary as the President and CEO of the Company was
determined in the same manner as all other executive officers of the
6
<PAGE> 10
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. CEO 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 and 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.
Pre-federal income 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' 'Maximum 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 and Stock 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. Both Plans are
administered by the Board of Directors. The Board does not have the discretion
to readjust or waive the formula.
The Internal Revenue Code Section 162(m) provides 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 Compensation Committee met to evaluate executive
compensation issues, and was advised by Special Counsel that the Company would
not be impacted by the Section 162(m) limitation on deductibility of applicable
employee compensation paid to covered employees, as those two terms are defined
in the Code, for 1994. No covered employee earned compensation, not otherwise
excluded, in excess of $1 million in 1994. The Committee appraised the Board of
Directors of its findings.
THE BOARD OF DIRECTORS:
Roy W. Begley, Jr. Mary C. Nushawg
Ralph R. Burchenal Peter S. Redding
F. David Clarke, III John J. Schiff, Jr.
John K. Darragh Charles F. Sherman
Paul H. Granzow John Q. Sherman, II
7
<PAGE> 11
<TABLE>
2. SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
------------------------ COMPENSATION
NAME AND PRINCIPAL SALARY BONUS ($) ------------
POSITION YEAR ($) (1) (2) (3) ($) (4)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter S. Redding 1994 274,000 447,607 924
President and Chief 1993 224,000 429,089(5) 899
Executive Officer 1992 315,000 353,789 873
Joseph V. Schwan 1994 168,000 274,445 924
Vice President -- 1993 160,700 275,450 899
Forms Sales & Marketing 1992 154,500 254,234 None
Michael Spaul 1994 140,000 228,705 924
Vice President & 1993 132,000 271,395(5) 899
General Manager 1992 127,000 208,982 873
COMMUNICOLOR
Harry A. Seifert, Jr. 1994 138,700 226,580 924
Vice President -- 1993 133,400 266,271(5) 899
Forms Manufacturing 1992 128,250 211,040 873
Craig J. Brown 1994 120,000 196,032 924
Vice President -- 1993 109,000 224,447(5) 899
Finance, Treasurer 1992 104,500 171,958 873
& Chief Financial
Officer
John K. Darragh (6) 1994 580,500(7) 664,059 924
Former President 1993 580,500(7) 756,952(5) 899
and Chief Executive 1992 564,900(7) 643,238 873
Officer
Gerard B. Chadwick (8) 1994 134,000 218,902 924
Former Vice President -- 1993 128,700 228,123(5) 899
Customer Service 1992 126,700 208,488 873
& Communications
- ----------------------------------------------------------------------------------
<FN>
(1) Includes the following: (a) The cash incentive earned by the officers
pursuant to the Company's Stock Plan; (b) The market value of the shares of
Common Stock of the Company as of December 31, of 1992 ($18.00 per share), 1993
($20.75 per share) and 1994 ($17.50 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 1992, 1993 and 1994 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 the cash incentive earned by the Company officers pursuant to an
Officer Supplemental Bonus Plan (the "Supplemental Plan") adopted on December
13, 1990 by the Board of Directors of the Company 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 provided that the Company's officers would earn a group cash
bonus 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 up to $208,800,000 plus six percent (6%) of
the amount in excess of $208,800,000.
(6) Mr. Darragh retired as President and Chief Executive Officer of the
Company on December 16, 1994, and Mr. Redding was appointed to this position on
that date.
(7) 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.
(8) Mr. Chadwick retired as Vice President - Customer Service and
Communications of the Company on December 31, 1994.
</TABLE>
The Stanreco Retirement Plan (the "Stanreco Plan") is a Pension Benefit
Guarantee Corporation insured plan and pro-
8
<PAGE> 12
vides 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
1994, the Company's contribution to the Plan amounted to 5.52% 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>
TABLE 1
<CAPTION>
AVERAGE OF FIVE YEARS OF CREDITED SERVICE
HIGHEST YEARS OF ----------------------------------------------------------------------------------------------------
COMPENSATION 1 5 10 15 20 25 30 35
---------------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 200,000 2,600 13,000 26,000 39,000 52,000 65,000 78,000 91,000
300,000 3,900 19,500 39,000 58,500 78,000 97,500 117,000 136,500
400,000 5,200 26,000 52,000 78,000 104,000 130,000 156,000 182,000
500,000 6,500 32,500 65,000 97,500 130,000 162,500 195,000 227,500
600,000 7,800 39,000 78,000 117,000 156,000 195,000 234,000 273,000
700,000 9,100 45,500 91,000 136,500 182,000 227,500 273,000 318,500
800,000 10,400 52,000 104,000 156,000 208,000 260,000 312,000 364,000
900,000 11,700 58,500 117,000 175,500 234,000 292,500 351,000 409,500
1,000,000 13,000 65,000 130,000 195,000 260,000 325,000 390,000 455,000
</TABLE>
<TABLE>
TABLE 2
<CAPTION>
AVERAGE OF FIVE YEARS OF OFFICER SERVICE IN EXCESS OF FIVE
HIGHEST YEARS OF -----------------------------------------------
COMPENSATION 1 5 10 11
---------------- -------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 200,000 6,100 30,500 61,000 67,100
300,000 9,150 45,750 91,500 100,650
400,000 12,200 61,000 122,000 134,200
500,000 15,250 76,250 152,500 167,750
600,000 18,300 91,500 183,000 200,200
700,000 21,350 106,750 213,500 241,450
800,000 24,400 122,000 244,000 268,400
900,000 27,450 137,250 274,500 301,950
1,000,000 30,500 152,500 305,000 335,500
</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 taxable income but are not subject to any deduction for social
security benefits. No additional benefit can be earned from the Supplemental
Non-Qualified Plan after the sixteenth year of Officer Service.
9
<PAGE> 13
<TABLE>
The table below shows the average of the highest five years of total
compensation and the years of service and officer service for each person listed
in the executive compensation table.
<CAPTION>
AVERAGE OF
THE HIGHEST FIVE YEARS OF YEARS OF
YEARS OF CREDITED OFFICER
NAME TOTAL COMPENSATION SERVICE SERVICE
- ---------------- ------------------ -------- --------
<S> <C> <C> <C>
Peter S. Redding $509,597 27 13
Joseph V. Schwan $273,452 2 4
Michael Spaul $258,511 11 4
Harry A. Seifert $298,350 28 8
Craig J. Brown $249,194 20 8
John K. Darragh $945,485 20 20
Gerard B.
Chadwick $309,054 35 8
</TABLE>
<TABLE>
Information concerning each of the current Named Executive Officers who are
not nominees for election as directors is as follows:
<CAPTION>
SERVED AS
NAME AGE OFFICER SINCE
- ---------------------------- --------- ---------------
<S> <C> <C>
CRAIG J. BROWN 45 1987
</TABLE>
Mr. Brown has been Vice President-Finance, Treasurer and Chief Financial
Officer since January 1, 1993. From 1986 through 1992, he served the Company in
various executive and financial positions. Mr. Brown is Treasurer of STANFAST,
Inc., a wholly owned subsidiary of The Standard Register Company.
<TABLE>
<S> <C> <C>
JOSEPH V. SCHWAN 58 1991
</TABLE>
Mr. Schwan has been Vice President-Forms Sales & Marketing since August 1,
1991. From approximately January of 1990 through July of 1991, Mr. Schwan was
Vice President and Chief Operating Officer with Rittenhouse Paper. From 1964
until 1990, Mr. Schwan was employed by Wallace Business Forms with his last
position being Executive Vice President. Mr. Schwan is a member of the Board of
Directors of Hach Company in Loveland, Colorado, a producer of instrumentation
and chemicals for analysis for the food and water industries.
<TABLE>
<S> <C> <C>
HARRY A. SEIFERT 57 1987
</TABLE>
Mr. Seifert has been Vice President-Forms Manufacturing since 1987.
<TABLE>
<S> <C> <C>
MICHAEL SPAUL 47 1991
</TABLE>
Mr. Spaul has been Vice President and General Manager - COMMUNICOLOR Division
since 1989. From 1986 through 1989, he served the Company in various executive
positions.
EMPLOYMENT CONTRACTS AND TERMINATION AND CHARGE-IN-CONTROL ARRANGEMENTS
The Company entered into an employment contract with Mr. Darragh which
provided that the Company would pay him annually while he was 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 was excluded from the computation of
his share of annual incentive payments under the Company's incentive plans. The
employment contract further provided that Mr. Darragh would continue with the
employment of the Company until age sixty-five and that the Company would employ
him until age sixty-five unless the employment was terminated prior to that time
with just cause. The contract provided that he would accept the office or
offices of the Company to which he may from time to time have been elected by
the Board of Directors, and that, unless he became permanently disabled, he
would serve continuously in the office or offices to which he had 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
continued in the employment of the Company until age sixty-five, the Company
would supplement his retirement benefits from the Company's qualified 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 herein.
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 on the proxy card, it is intended by the Board of
Directors that all shares of stock represented by a duly executed proxy card
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 on the proxy card, it is intended by the Board of
Directors that all shares of stock represented by a duly executed proxy card
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,
10
<PAGE> 14
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.
Nominee's 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.
<TABLE>
The names of the nominees recommended by the Company for election as directors
and information concerning each of said nominees are as follows:
<CAPTION>
SERVED AS
NAME AGE DIRECTOR SINCE
- ---------------------------- --------- ---------------
<S> <C> <C>
ROY W. BEGLEY, JR. * 39 1994
</TABLE>
Mr. Begley has been an Investment Executive in the Private Banking Group of
Society Investment, Inc. since April of 1994. Prior to that, he was 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.
<TABLE>
<S> <C> <C>
RALPH R. BURCHENAL 63 1992
</TABLE>
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 is also President of The
Children's Hospital in Cincinnati, Ohio. 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.
<TABLE>
<S> <C> <C>
F. DAVID CLARKE, III 38 1992
</TABLE>
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 Chairman of the Compensation Committee and a member of the Pension Advisory
Committee of the Board of Directors.
<TABLE>
<S> <C> <C>
JOHN K. DARRAGH 65 1977
</TABLE>
Mr. Darragh retired as President and Chief Executive Officer of the Company on
December 16, 1994, after serving in that capacity since June 1, 1983. Prior to
June 1, 1983, he served the Company in various executive and financial
positions. He is Chairman of the Pension Advisory Committee of the Board of
Directors.
<TABLE>
<S> <C> <C>
PAUL H. GRANZOW 67 1966
</TABLE>
Mr. Granzow has been Chairman of the Board of Directors of the Company since
January 1, 1984. He was a partner in the law firm Turner, Granzow & Hollenkamp
until December 31, 1983. From January 1, 1984 to September 16, 1992, he was Of
Counsel with Turner, Granzow & Hollenkamp. 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.
<TABLE>
<S> <C> <C>
MARY C. NUSHAWG * 73 1992
</TABLE>
Mrs. Nushawg's occupation has been personal investments for over five years.
She is a member of the Compensation Committee of the Board of Directors.
<TABLE>
<S> <C> <C>
PETER S. REDDING 56 1992
</TABLE>
Mr. Redding was elected President & Chief Executive Officer of the Company on
December 15, 1994 effective December 17, 1994. Prior to December 17, 1994, he
served the Company in various executive, sales management and sales positions.
Mr. Redding is a member of Society Bank, N.A., Dayton Region Advisory Board. Mr.
Redding is President of STANFAST, Inc., a wholly-owned subsidiary of The
Standard Register Company. He is an ex-officio member of all committees of the
Board of Directors except for the Audit Committee.
<TABLE>
<S> <C> <C>
JOHN J. SCHIFF, JR. 51 1982
</TABLE>
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.
<TABLE>
<S> <C> <C>
CHARLES F. SHERMAN * 67 1992
</TABLE>
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.
<TABLE>
<S> <C> <C>
JOHN Q. SHERMAN, II * 41 1994
</TABLE>
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
to Mary C. Nushawg and Charles F. Sherman, sister and brother.
- ------------------------------------------------------------
The total number of meetings of the Board of Directors held during 1994 was
six (6). All directors attended at least seventy-five percent (75%) of the Board
of Directors' meetings and the committee meetings of which they were members
during 1994.
The Company has a standing Audit Committee which held three (3) meetings in
1994. 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.
The Company has a Compensation Committee which held three (3) meetings in
1994. F. David Clarke, III is Chairman of
11
<PAGE> 15
the Committee. Ralph R. Burchenal, Mary C. Nushawg and John Q. Sherman, II 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, 1995.
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 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. AMENDMENT TO COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF STOCK
The Company presently has issued and outstanding 23,940,017 shares of Common
Stock with a par value of $1.00 each and has issued and outstanding 4,725,000
shares of Class A Stock with a par value of $1.00 each.
The maximum number of shares of all classes of stock which the Company is
authorized to have outstanding is 35,225,000 shares with a par value of $1.00
each, of which 30,500,000 are known and designated as Common Stock and 4,725,000
are known and designated as Class A Stock.
The Board of Directors recommends that the maximum number of shares of all
classes of stock which the Company is authorized to have outstanding be
increased from 35,225,000 shares of stock with a par value of $1.00 each to
55,225,000 shares of stock with a par value of $1.00 each, of which 50,500,000
shares will be known and designated as Common Stock and 4,725,000 shares will be
known and designated as Class A Stock. If this amendment is adopted, the voting
strength of the Common Stock, as a class, will be increased relative to the
voting strength of the Class A Stock, as a class, if additional Common Stock is
issued.
In order to increase the authorized shares of stock, the Board of Directors
recommends that the first paragraph of Article Fourth of the Amended Articles of
Incorporation of the Company which presently provides as follows:
FOURTH: The maximum number of shares of all classes of stock which the
corporation is authorized to have outstanding is 35,225,000 shares, of which
30,500,000 shares shall be known and designated as Common Stock and
4,725,000 shares shall be known and designated as Class A Stock. Each share
of Common Stock and Class A Stock shall have a par value of $1.00.
be deleted and that the following paragraph be substituted for the present first
paragraph of Article Fourth of the Amended Articles of Incorporation:
FOURTH: The maximum number of shares of all classes of stock which the
corporation is authorized to have outstanding is 55,225,000 shares, of which
50,500,000 shares shall be known and designated as Common Stock and
4,725,000 shares shall be known and designated as Class A Stock. Each share
of Common Stock and Class A Stock shall have a par value of $1.00.
If this amendment is adopted, the amendment will become effective April 19,
1995 (the "Effective Date").
The proposed increase in the number of authorized shares is designed to
reserve, as required by the Amended Articles of Incorporation of the Company,
sufficient authorized but unissued shares of Common Stock to accommodate a
conversion of the Class A Stock to Common Stock, and to increase the authorized
but unissued Common Stock.
After reserving sufficient shares to accommodate a conversion of the Class A
Stock to Common Stock, the Company presently has available for issuance
approximately 1,834,983 shares of Common Stock, and if the Amendment is adopted,
will have approximately 21,834,983 shares of Common Stock available for
issuance. The Board of Directors believes that it is advisable to increase the
number of shares of authorized Common Stock in order to make available a
potential source of capital to enable the Company to pursue future strategic
growth opportunities including but not limited to, sales for cash, issuances for
acquisitions and similar occurrences. There are no present plans, understandings
or agreements regarding the issuance of these additional shares of Common Stock.
Present shareholders have no pre-emptive right to subscribe for or to purchase
any Common Stock hereafter issued by the Company.
Unless otherwise indicated on the proxy, the Board of Directors intends that
all shares of stock represented by the accompanying proxy will be voted in favor
of adoption of the foregoing amendment to the Articles of Incorporation. In
order for this amendment to be adopted, it must be approved by the affirmative
vote of the holders of shares entitled to exercise two-thirds of the voting
power of the Company and by the affirmative vote of the holders of seventy-five
percent (75%) of the outstanding shares of Common Stock, voting separately as a
class.
12
<PAGE> 16
PROPOSAL 4. 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 1995. 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 1995.
A representative of Battelle & Battelle 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
judgment.
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
REBECCA A. KAGAN
Secretary
Dayton, Ohio
13
<PAGE> 17
PROXY
THE STANDARD REGISTER COMPANY
PROXY FOR ANNUAL SHAREHOLDERS MEETING, APRIL 19, 1995
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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KNOW ALL MEN BY THESE PRESENTS That the undersigned, a shareholder of The
Standard Register Company ("Company") hereby appoints JOHN K. DARRAGH, PAUL H.
GRANZOW 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 19, 1995, 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 nominees and (ii) to vote for a substitute nominee
if any of the nominees listed becomes unable or unwilling 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 nomine's 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 AMEND ARTICLE FOURTH OF THE AMENDED ARTICLES OF INCORPORATION
OF THE COMPANY TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF STOCK FROM
35,225,000 SHARES OF STOCK WITH A PAR VALUE OF $1.00 EACH, OF WHICH
30,500,000 ARE KNOWN AND DESIGNATED AS COMMON STOCK AND OF WHICH
4,725,000 ARE KNOWN AND DESIGNATED AS CLASS A STOCK TO 55,225,000 SHARES
OF STOCK WITH A PAR VALUE OF $1.00 EACH, OF WHICH 50,500,000 WILL BE
KNOWN AND DESIGNATED AS COMMON STOCK AND OF WHICH 4,725,000 WILL BE
KNOWN AND DESIGNATED AS CLASS A STOCK.
/ / FOR / / AGAINST / / ABSTAIN
(4) PROPOSAL TO APPROVE BATTELLE & BATTELLE, CERTIFIED PUBLIC ACCOUNTANTS, AS
THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
/ / FOR / / AGAINST / / ABSTAIN
(5) 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> 18
THE APPOINTED PROXIES WILL VOTE FOR EACH OF THE MATTERS SET FORTH ABOVE AT
PARAGRAPHS (1), (2), (3) AND (4) WHICH ARE MORE FULLY DESCRIBED IN THE PROXY
STATEMENT, UNLESS A CONTRARY CHOICE IS SPECIFIED 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:_________________________, 1995
PLEASE FILL IN, SIGN AND RETURN THIS PROXY WHETHER OF NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING IN PERSON.
