<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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ..........
(2) Aggregate number of securities to which transaction applies: .............
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): .............................
(4) Proposed maximum aggregate value of transaction: .........................
(5) Total fee paid: ..........................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ..................................................
(2) Form, Schedule or Registration Statement No.: ............................
(3) Filing Party: ............................................................
(4) Date Filed: ..............................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
[STANDARD REGISTER LOGO]
LOGO
P.O. BOX 1167 - DAYTON, OH 45401
April 2, 1999
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders on
Wednesday, April 21, 1999 at 11:00 a.m. We will be meeting this year for the
first time in the Frederick C. Smith Auditorium located in the David H. Ponitz
Sinclair Center on the Sinclair Community College campus. Directions to the
Annual Meeting appear on the back page of this booklet. Parking passes will be
provided and refreshments will be served before the Annual Meeting but no lunch
will be provided.
A notice of the Annual Meeting and Proxy Statement follow which describe
the business to be transacted. You will also find enclosed your proxy voting
card and the 1998 Annual Report. We will report during the Annual Meeting on our
1998 operations and plans for the future.
We would like to take this opportunity to remind you that your vote is
important. We would urge you to complete, sign and date the enclosed proxy card
and return it as soon as possible so that your shares will be represented,
whether or not you plan to attend the Annual Meeting. We look forward to seeing
you on April 21st and addressing your questions and comments.
Very truly yours,
/s/ Paul H. Granzow
Paul H. Granzow
Chairman of the Board of Directors
/s/ Peter S. Redding
Peter S. Redding
President & Chief Executive Officer
<PAGE> 3
[STANDARD REGISTER LOGO]
LOGO
P.O. BOX 1167 - DAYTON, OH 45401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF THE STANDARD REGISTER COMPANY
To All Shareholders:
The Annual Meeting of Shareholders (the "Annual Meeting") of The Standard
Register Company, an Ohio corporation (the "Company"), will be held in the
Frederick C. Smith Auditorium located in the David H. Ponitz Sinclair Center,
Building 12, on the Sinclair Community College Campus, 444 West Third Street,
Dayton, Ohio 45402, at 11:00 A.M. Eastern Daylight Savings Time on Wednesday,
April 21, 1999, for the following purposes:
(1) To fix the number of Directors to be elected at ten;
(2) To elect ten Directors;
(3) To approve an amendment to the Company's Amended Articles of
Incorporation to increase the authorized Common Shares from 50,500,000
to 101,000,000 and authorized Class A Stock from 4,725,000 to
9,450,000;
(4) To appoint Battelle & Battelle LLP, Certified Public Accountants, as
the Company's auditors for the year 1999;
(5) To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on February 26,
1999, as the record date for determining the Shareholders of the Company
entitled to vote at the Annual Meeting.
A copy of the Company's Annual Report for its fiscal year ended January 3,
1999 is enclosed. It is not deemed to be part of the official Proxy soliciting
material. If any Shareholder fails to receive a copy of the Annual Report, one
may be obtained by writing to the Secretary of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
Kathryn A. Lamme
Corporate Vice President-Secretary
& Deputy General Counsel
Dayton, Ohio
April 2, 1999
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 45408
(937) 443-1000
Mailing Date: April 2, 1999
- --------------------------------------------------------------------------------
This Proxy Statement accompanies the Notice of Annual Meeting of Shareholders
(the "Annual Meeting") of The Standard Register Company, an Ohio corporation
(the "Company"), to be held in the Frederick C. Smith Auditorium located in the
David H. Ponitz Sinclair Center, Building 12, on the Sinclair Community College
Campus, 444 West Third Street, Dayton, Ohio, on Wednesday, April 21, 1999, at
11:00 A.M. The proxies are solicited on behalf of the Board of Directors of the
Company. Shareholders of record at the close of business February 26, 1999, are
entitled to notice of and to vote at the Annual Meeting. The Company had
outstanding, on the record date, 23,700,463 shares of Common Stock (each share
having one vote) and 4,725,000 shares of Class A Stock (each share having five
votes).
At the Annual Meeting, the Shareholders will: (1) determine the number of
directors to be elected; (2) elect a Board of Directors; (3) decide whether to
increase the authorized shares of Common and Class A Stock of the Company; (4)
select independent auditors for the Company; and (5) transact such other
business as may properly come before the Annual Meeting.
All properly cast votes, in person or by proxy, will be counted in voting upon
the proposals to be described at the Annual Meeting. 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 according to the
instructions indicated on the proxies unless the proxies have been revoked. If
no choice is specified, the shares of stock 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
<PAGE> 5
writing or orally at the Annual Meeting. The presence of 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.
PROPOSALS
PROPOSAL 1: FIXING NUMBER OF DIRECTORS
The Company has ten directors. The Board of Directors recommends fixing the
number of directors to be elected at ten. The affirmative vote of a majority of
the votes cast upon this proposal is required for approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR FIXING THE
NUMBER OF DIRECTORS TO BE ELECTED AT TEN.
PROPOSAL 2: ELECTION OF DIRECTORS
The Board of Directors is nominating for election the ten persons hereinafter
named to be directors of the Company and to hold office until the next annual
election or until their successors are elected and qualified.
Although the Board of Directors does not contemplate that any of the nominees
will be unavailable for election, if any of them is unavailable, the shares will
be voted for substitute nominees as determined by the persons voting the
proxies.
Cumulative voting is permitted by the laws of Ohio in voting for the election
of directors, if notice is given in writing by any Shareholder to the President,
a Vice President or Secretary of the Company not less than forty-eight (48)
hours before the time fixed for the Annual Meeting. If any shares are 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 determined by the Shareholder or proxy.
In the absence of cumulative voting, nominees receiving the highest number of
votes cast for the positions to be filled will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE
FOLLOWING NAMED NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY:
NOMINEES
All nominees recommended by the Company for election were previously elected
as Directors. Information concerning each nominee follows:
<TABLE>
<CAPTION>
SERVED AS
NAME AGE DIRECTOR SINCE
---- --- --------------
<S> <C> <C>
ROY W. BEGLEY, JR.* 43 1994
Mr. Begley has been an Assistant Vice-President and
Investment Officer with Key Trust Co. of Ohio, N.A., since
September 1995. He was an Investment Executive of Society
Investments, Inc. from April 1994 until September 1995. He
was an Investment Specialist with Provident Securities and
Investments from August 1992 until April 1994, and a
Financial Consultant with Shearson-Lehman Brothers prior to
August 1992. He is a member of the Pension Advisory
Committee of the Board of Directors.
F. DAVID CLARKE, III 42 1992
Mr. Clarke has been Chairman of the Board of Directors of
Clarke-Hook Corporation and its Vice President and General
Counsel since December 1990. He is Chairman of the
Compensation Committee and a member of the Audit Committee
of the Board of Directors.
PAUL H. GRANZOW 71 1966
Mr. Granzow has been Chairman of the Board of Directors of
the Company since January 1984. He is a co-trustee of the
John Q. Sherman Trusts. See "Voting Securities and Principal
Holders Thereof".
GRAEME G. KEEPING 57 1996
Mr. Keeping has been President of Information Resources
Management Associates, a consulting firm, since 1987. He is
a member of the Pension Advisory Committee of the Board of
Directors.
PETER S. REDDING 60 1992
Mr. Redding has been President & Chief Executive Officer
of the Company since December 1994. Prior to December 1994,
he served the Company in various executive, sales management
and sales positions. He is a member of KeyBank National
Association, Dayton Region Advisory Board and a Director of
Projects Unlimited, Inc.
DENNIS L. REDIKER 55 1995
Mr. Rediker has been Chief Executive Officer of English
China Clays, plc ("ECC plc") since 1996. From 1993 until
1996, he was President and CEO of ECC International Inc.
From 1989 until 1993, he was President of Mead Coated Board
Division of Mead Corporation Worldwide Operations. He is
also a Director of ECC plc. He is a member of the Audit and
Compensation Committees of the Board of Directors.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
SERVED AS
NAME AGE DIRECTOR SINCE
---- --- --------------
<S> <C> <C>
ANN SCAVULLO 52 1996
Ms. Scavullo has been a principal in Churchill Investor
Services since January 1999. She was Vice President of
Strategic Alliances and Joint Ventures of Avon Products,
Inc. from 1995 until 1999. From 1991 until 1995, she was
Vice President of Investor Relations at Avon Products. She
was Director of Investor Relations at Avon Products prior to
1991. She is a member of the Compensation Committee of the
Board of Directors.
JOHN J. SCHIFF, JR. 55 1982
Mr. Schiff is Chairman of the Board of Directors and Chief
Operating Officer of The Cincinnati Insurance Company and
the Cincinnati Financial Corporation. He is a Director of
The Cinergy Corp., Fifth Third Bankcorp, The Fifth Third
Bank, Cincinnati Bengals, Inc. and John J. and Thomas R.
Schiff & Co., Inc., an insurance agency. He is Chairman of
the Audit and Pension Advisory Committees of the Board of
Directors.
CHARLES F. SHERMAN * 71 1992
Mr. Sherman has had personal business interests in Ohio
and Kentucky for over five years. He is a member of the
Pension Advisory Committee of the Board of Directors.
JOHN Q. SHERMAN, II * 45 1994
Mr. Sherman has been a manufacturers' representative for
A. Rifkin Company, Wilkes-Barre, Pennsylvania, since 1985.
A. Rifkin Company is a manufacturer of specialty security
packaging. He is a member of the Compensation Committee of
the Board of Directors.
</TABLE>
* Roy W. Begley, Jr. and John Q. Sherman, II are first cousins, and are nephews
of Charles F. Sherman.
- --------------------------------------------------------------------------------
The Board of Directors met six times in 1998. All directors attended at least
75% of the meetings of the Board of Directors and the committees of which they
were members during 1998.
BOARD OF DIRECTORS COMMITTEES
The Audit Committee held three meetings in 1998. Mr. Schiff is Chairman of the
Audit Committee. Messrs. Clarke and Rediker are the other members. The Audit
Committee is responsible for reviewing the Company's corporate accounting,
auditing and financial reporting practices. It also recommends the employment of
independent public accountants and reviews the relationships between the Company
and its outside public accountants.
The Compensation Committee held three meetings in 1998. Mr. Clarke is Chairman
of the Compensation Committee. Messrs. Rediker and John Q. Sherman, II and Ms.
Scavullo are the other members. The Compensation Committee formulates the
Company's executive compensation program and determines executive compensation
and incentives each year. The Compensation Committee also administers the
Company's Stock Option Plan and Management Incentive Compensation Plan.
The Pension Advisory Committee held three meetings in 1998. Mr. Schiff is
Chairman of the Pension Advisory Committee. Messrs. Begley, Keeping and Charles
F. Sherman are the other members. The Pension Advisory Committee formulates and
recommends procedures to the Board of Directors to insure that the duties of the
Board of Directors under the Employee Retirement Income Security Act are
satisfied with respect to the Company's employee pension plans.
The Company does not have a Nominating Committee. The Board of Directors,
which performs the function of a Nominating Committee, will consider nominees
recommended by any Shareholder if such recommendation is submitted in writing to
the Company by November 26, 1999.
BOARD OF DIRECTORS COMPENSATION
Non-Officer members of the Board of Directors receive an annual fee of $20,000
for serving on the Board of Directors, and $1,000 for each Board of Director's
meeting attended. They also receive an annual fee of $5,500 for serving on the
Audit, Compensation and Pension Advisory Committees. The chairmen of the Audit,
Compensation and Pension Advisory Committees receive an additional annual fee of
$2,000. Officer members of the Board of Directors do not receive any fees for
serving as members of the Board or as members of any committees of the Board of
Directors.
The Company has a supplemental retirement benefit agreement with Paul H.
Granzow which provides that the Company will supplement the retirement benefits
which he receives from the Stanreco Retirement Plan to the extent necessary to
provide him with annual retirement benefits equal to the greater of $150,000 or
50% of the average annual compensation paid to him for the five year period
immediately preceding the year of his termination of employment with the
Company.
3
<PAGE> 7
VOTING SECURITIES AND PRINCIPAL HOLDERS
OWNERS OF MORE THAN 5% OF THE COMMON AND CLASS A STOCK OF THE COMPANY
The following are all of the persons known by the Company to own of record or
beneficially on February 26, 1999, five percent or more of the outstanding Class
A Stock and Common Stock of the Company:
<TABLE>
<CAPTION>
NAME AND PERCENT OF
ADDRESS OF COMBINED
BENEFICIAL NUMBER PERCENT VOTING
OWNERS CLASS OF SHARES OF CLASS POWER
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PAUL H. GRANZOW, Class A 2,516,856 53.27 38.87
JAMES L. SHERMAN Common 5,810,508 24.52
and CHARLES F. SHERMAN,
TRUSTEES(1)
50 East Third St.
Dayton, Ohio 45402
WILLIAM P. SHERMAN(2) Class A 359,551 7.61
50 East Third St. Common 878,187 3.71 5.65
Dayton, Ohio 45402
MARY C. NUSHAWG(2) Class A 359,551 7.61
50 East Third St. Common 842,996 3.56 5.58
Dayton, Ohio 45402
JAMES L. SHERMAN(2) Class A 359,551 7.61
50 East Third St. Common 909,795 3.84 5.72
Dayton, Ohio 45402
ROBERT N. SHERMAN(2) Class A 359,551 7.61
50 East Third St. Common 878,061 3.71 5.65
Dayton, Ohio 45402
CHARLES F. SHERMAN(2) Class A 359,551 7.61
50 East Third St. Common 879,869 3.71 5.66
Dayton, Ohio 45402
PATRICIA L. BEGLEY(2) Class A 359,550 7.61
50 East Third St. Common 830,073 3.50 5.55
Dayton, Ohio 45402
THE FIFTH THIRD BANK,(3) Class A 1,081,392 22.89
TRUSTEE Common 2,595,312 10.95 16.91
Cincinnati, Ohio 45202
THE FIFTH THIRD BANK,(4) Class A 1,071,624 22.68
TRUSTEE Common 2,571,912 10.85 16.76
Cincinnati, Ohio 45202
</TABLE>
- --------------------------------------------------------------------------------
(1) Paul H. Granzow, James L. Sherman and Charles F. 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 six surviving children
and heirs of the deceased 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 each beneficiary who is a
child of John Q. Sherman, upon his or her request, a proxy authorizing the
beneficiary to vote the shares held in his or her respective trust.
(2) Each of these individuals is a child of John Q. Sherman, deceased. None of
them own in his or her own name more than five percent of the outstanding
voting securities of the Company; however, each has the right, upon his or
her request, to vote the shares of the Company held in his or her respective
trust created under the Will of John Q. Sherman, deceased.
(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
voting securities in the 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. Fifth Third has the sole
voting and investment power for the voting securities in the trust.
4
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Each Director and Executive Officer listed in the Summary Compensation Table and
all directors and executive officers as a group own of record or beneficially
Class A Stock and Common Stock of the Company on February 26, 1999, as follows:
<TABLE>
<CAPTION>
PERCENT OF
COMBINED
NUMBER PERCENT VOTING
BENEFICIAL OWNERS CLASS OF SHARES OF CLASS POWER
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ROY W. BEGLEY, JR.(1) Common 1,101 0.005 0.002
Director
CRAIG J. BROWN(2)(3) Common 38,077 0.161 0.080
Sr. Vice President --
Administration,
Treasurer & CFO
F. DAVID CLARKE, III(4) Common 6,950 0.029 0.015
Director Class A 5,096 0.108 0.069
PETER A. DORSMAN(2) Common 27,152 0.115 0.057
Sr. Vice President &
General Manager --
Document Management &
Systems Division
PAUL H. GRANZOW(2)(5)(6) Common 66,583 0.281 0.141
Director & Chairman
of Board
GRAEME G. KEEPING Common 968 0.004 0.002
Director
PETER S. REDDING(2)(7)(8) Common 106,846 0.451 0.226
Director, President &
Chief Executive Officer
DENNIS L. REDIKER Common 1,458 0.006 0.003
Director
ANN SCAVULLO Common 1,722 0.007 0.004
Director
JOHN J. SCHIFF, JR. Common 36,200 0.153 0.076
Director
CHARLES F. SHERMAN(5)(9) Common 879,869 3.712 1.859
Director Class A 359,551 7.610 3.799
JOHN Q. SHERMAN, II Common 1,411 0.006 0.003
Director
JOSEPH V. SCHWAN(2)(10) Common 51,301 0.216 0.108
Sr. Vice President &
Chief Operating Officer
TIMOTHY J. WEBB(2) Common 13,353 0.056 0.028
Sr. Vice President &
General Manager --
Impressions Division
All current executive officers and Common 1,387,333 5.854 2.931
directors as a group (23 Class A 364,647 7.717 3.853
persons)(2)
</TABLE>
- --------------------------------------------------------------------------------
(1) Roy W. Begley, Jr. and his wife, Margaret Begley, own as joint tenants 900
shares of Common Stock of the Company. Mrs. Begley owns 140 shares of
Common Stock of the Company as to which Mr. Begley disclaims beneficial
ownership. Mrs. Begley is also the trustee of 600 shares of Common Stock of
the Company for the benefit of their children, Lauren A. Begley and
Kathleen A. Begley, as to which Mr. Begley disclaims beneficial ownership.
(2) Includes the following options to purchase Common Stock of the Company
exercisable before April 27, 1999: Craig J. Brown -- 28,000 shares; Peter
A. Dorsman -- 22,400 shares; Paul H. Granzow -24,000 shares; Peter S.
Redding -- 63,000 shares; Joseph V. Schwan -29,600 shares; Timothy J.
Webb -- 10,000 shares; and all executive officers and directors as a
group -- 256,400 shares.
(3) Todd J. Brown, a child of Craig J. Brown, owns 50 shares of Common Stock of
the Company. Craig J. Brown disclaims beneficial ownership of these shares
of Common Stock.
(4) F. David Clarke, III and his wife, Loretta M. Clarke, own as joint tenants
6,776 shares of Common Stock of the Company.
(5) Paul H. Granzow, and Charles F. Sherman (along with James L. Sherman) are
trustees under the Last Will and Testament of John Q. Sherman. As such, the
Trustees 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 2,516,856 shares of Class A
Stock and 5,810,508 shares of Common Stock which in the aggregate
represents
5
<PAGE> 9
38.89% of the outstanding votes of the Company. The Trustees 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.
(6) Lana T. Granzow, the wife of Mr. Granzow, owns 489 shares of Common Stock
of the Company. Mr. Granzow disclaims beneficial ownership of these shares
of Common Stock.
(7) Includes 4,000 shares of Common Stock of the Company which the Board of
Directors granted Peter S. Redding in 1999 as a bonus, but not issued
before the record date.
(8) Lorelei L. Redding, the wife of Peter S. Redding, owns 250 shares of Common
Stock of the Company. Mr. Redding disclaims beneficial ownership of these
shares of Common Stock.
(9) 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. The Trustees have the investment
power with respect to these shares.
(10) Joseph V. Schwan and his wife, Charlann Schwan, own as joint tenants 650
shares of Common Stock of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and holders of 10% or more of the Company's Common Stock to
report certain transactions in the Common Stock to the Securities and Exchange
Commission. Dennis L. Rediker, a director of the Company, failed to file by the
due date of February 11, 1998, a report for Common Stock which he purchased in
1997. Graeme G. Keeping, a director of the Company, failed to file by the due
date of February 17, 1999, a report for Common Stock which he purchased in 1998
and for Common Stock which he received in 1998 from the Company's dividend
reinvestment plan. Brian W. Calabro, an officer of the Company, failed to file
by the due date of February 11, 1998, a report for Common Stock which he
received in 1997 from the Company's dividend reinvestment plan.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) (#) ($)(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PETER S. REDDING 1998 $509,850 $ 898,091(3) 75,000 $1,000
President & Chief 1997 459,844 1,083,430 15,000 950
Executive Officer 1996 344,531 875,488 15,000 950
JOSEPH V. SCHWAN 1998 309,000 449,413 61,000 1,000
Executive Vice President & 1997 276,250 587,530 6,000 950
Chief Operating Officer 1996 202,750 515,208 6,000 950
CRAIG J. BROWN 1998 228,600 319,065 55,000 1,000
Sr. Vice President 1997 205,833 400,678 5,000 950
Administration, Treasurer 1996 150,500 382,435 5,000 950
& Chief Financial Officer
PETER A. DORSMAN 1998 200,000 276,479 55,000 1,000
Sr. Vice President & 1997 161,675 297,800 5,000 950
General Manager -- Document 1996 150,775 383,134 6,000 950
Management & Systems Division
TIMOTHY J. WEBB 1998 200,000 266,765 55,000 -0-
Sr. Vice President & 1997 n/a n/a n/a n/a
General Manager -- 1996 n/a n/a n/a n/a
Impressions Division
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The 1996 amounts include cash and stock incentives earned by the officers in
1996 but paid in 1997 pursuant to the Key Employees Incentive Plan and Stock
Incentive Plan. The 1997 amounts include cash and stock incentives earned by
the officers in 1997 but paid in 1998 pursuant to the Management Incentive
Compensation Plan. The 1998 amounts include cash and stock incentives earned
by the officers in 1998 but paid in 1999 pursuant to the Management
Incentive Compensation Plan.
(2) These amounts are the matching contributions paid by the Company to The
Standard Register Employees Savings Plan which provides that the Company may
make an annual matching contribution for each participant in an amount up to
10% of each participant's contribution; provided, however, the Company's
matching contribution for each participant shall in no event exceed .6% of
the participant's eligible compensation. Employee contributions to the
Savings Plan are fully vested. The Company's matching contribution vests
after five years of Company service.
(3) Includes 4,000 Shares of Common Stock valued at $27.875 per share which the
Board of Directors awarded Peter S. Redding in 1999 as a bonus, but not
issued before the record date.
6
<PAGE> 10
NAMED EXECUTIVE OFFICERS
Information concerning each of the Executive Officers named in the Summary
Compensation Table who are not nominees for election as directors is as follows:
<TABLE>
<CAPTION>
SERVED AS
NAME AGE OFFICER SINCE
---- --- -------------
<S> <C> <C>
JOSEPH V. SCHWAN 62 1991
Mr. Schwan has been Executive Vice President and Chief
Operating Officer since March 1997. From March 1995 until
March 1997, he was Senior Vice President and General
Manager -- Document Management Division. From August 1991
until March 1995, he was Vice President -- Forms Sales &
Marketing. From January 1990 until August 1991, Mr. Schwan
was Vice President and Chief Operating Officer of
Rittenhouse Paper. Mr. Schwan is a member of the Board of
Directors of Hach Company, a manufacturer of water testing
instrumentation.
CRAIG J. BROWN 49 1987
Mr. Brown has been Senior Vice
President -- Administration, Treasurer and Chief Financial
Officer since March 1995. From January 1993 until March
1995, he was Vice President-Finance, Treasurer and Chief
Financial Officer. Prior to January 1993, he served the
Company in various executive and financial positions.
PETER A. DORSMAN 43 1996
Mr. Dorsman has been Senior Vice President and General
Manager -- Document Management & Systems Division since
January 1, 1998. From January 1996 until January 1998, Mr.
Dorsman was the Senior Vice President and General
Manager -- Document Systems Division. From October 1977
until January 1996, Mr. Dorsman served in a number of senior
marketing, strategic planning and sales management positions
with NCR Corporation.
TIMOTHY J. WEBB 49 1998
Mr. Webb has been Senior Vice President and General
Manager -- Impressions Division since January 1, 1998,
following the acquisition of Uarco Incorporated by the
Company on December 31, 1997. Prior to January 1, 1998, he
served for twenty-six years in a number of sales and
management positions for Uarco Incorporated including
President and Chief Executive Officer from February 1, 1997
to December 31, 1997.
</TABLE>
RETIREMENT PLANS
The Stanreco Retirement Plan provides for retirement benefits based on the
average compensation for the highest five years of total plan participation and
is funded, in part, by contributions by the participants.
The Company has a Non-Qualified Retirement Plan which supplements the Stanreco
Retirement Plan. It provides retirement benefits which would have been payable
from the Stanreco Retirement 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 Retirement Plan but does accrue for projected benefit expense
annually. The Company also has an Officers' Supplemental Non-Qualified Plan
which pays retirement benefits in addition to the Stanreco Retirement Plan and
Non-Qualified Retirement Plan based on the number of years of credited service
as an officer in excess of five years.
RETIREMENT PLAN TABLES 1, 2 AND 3
Table 1 shows the estimated annual retirement benefits payable from the
Stanreco Retirement Plan and the Non-Qualified Retirement Plan to the Company's
employees in specified remuneration and years of service. Part of the estimated
annual benefits include the return of and earnings on contributions made by the
employees. Table 2 shows the estimated annual retirement benefits payable from
the Officers' Supplemental Non-Qualified Plan to officers based on remuneration
and years of officer service (in excess of five years). 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 years of compensation.
7
<PAGE> 11
TABLE 1
<TABLE>
<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 97,500 117,000 136,000
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 58,500 117,000 175,000 234,000 242,500 351,000 409,500
1,000,000 13,000 65,000 130,000 195,000 260,000 325,000 390,000 455,000
1,100,000 14,300 71,500 143,000 214,500 286,000 357,500 429,000 500,500
1,200,000 15,600 78,000 156,000 234,000 312,000 390,000 468,000 546,000
</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 $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 91,500 183,000 201,300
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
1,000,000 30,500 152,500 305,000 457,500
1,100,000 33,550 167,750 335,500 503,250
1,200,000 36,600 183,000 366,000 549,000
</TABLE>
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 percentage 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 Officers' Supplemental
Non-Qualified Plan after the sixteenth year of officer service.
The table below shows the average of the highest five years of total
compensation and the years of service and officer service for each Executive
Officer listed in the Summary Compensation Table.
TABLE 3
<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 $1,105,514 30 17
Joseph V. Schwan 655,781 6 7
Craig J. Brown 472,708 15 12
Peter A. Dorsman 397,795 2 3
Timothy J. Webb 320,000 1 1
</TABLE>
8
<PAGE> 12
STOCK OPTION TABLES
Options to purchase Common Stock of the Company for each Executive Officer
listed in the Summary Compensation Table are as follows:
OPTION GRANTS DURING 1998
<TABLE>
<CAPTION>
% OF POTENTIAL REALIZABLE VALUE
TOTAL OPTIONS AT ASSUMED ANNUAL RATES
NUMBER OF GRANTED TO OF STOCK PRICE APPRECIATION
SHARES UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN PRICE EXPIRATION ----------------------------
NAME GRANTED 1998 (PER SHARE) DATE 5% 10%
---- ----------------- ------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Redding 60,000 8.0% $34.13 02/13/08 $1,287,662 $3,263,188
15,000 6.5% 30.25 12/29/08 285,361 723,161
Joseph V. Schwan 55,000 7.3% 34.13 02/13/08 1,180,357 2,991,255
6,000 2.6% 30.25 12/29/08 114,144 289,264
Craig J. Brown 50,000 6.7% 34.13 02/13/08 1,073,051 2,719,323
5,000 2.2% 30.25 12/29/08 95,120 241,054
Peter A. Dorsman 50,000 6.7% 34.13 02/13/08 1,073,051 2,719,323
5,000 2.2% 30.25 12/29/08 95,120 241,054
Timothy J. Webb 50,000 6.7% 34.13 02/13/08 1,073,051 2,719,323
5,000 2.2% 30.25 12/29/08 95,120 241,054
</TABLE>
Options to purchase Common Stock of the Company exercised in 1998 for each
Executive Officer listed in the Summary Compensation Table are as follows:
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT 12/31/98 AT 12/31/98
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------------- ----------------
<S> <C> <C> <C> <C>
Peter S. Redding 0 0 51,000/124,000 $454,125/302,750
Joseph V. Schwan 0 0 18,600/79,400 162,188/108,125
Craig J. Brown 0 0 18,000/72,000 162,188/108,125
Peter A. Dorsman 0 0 9,400/71,600 64,875/ 97,313
Timothy J. Webb 0 0 0/55,000 0/0
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee has the overall responsibility for determining
specific compensation levels for executive officers and bonuses for executive
officers and certain employees subject to approval of the Board of Directors.
The Compensation Committee administers the Company's 1995 Stock Option Plan (the
"Stock Option Plan") as approved by the Shareholders on April 17, 1996, and
Management Incentive Compensation Plan ("Incentive Plan") as approved by the
Shareholders on April 16, 1997.
The Compensation Committee's goal is to establish an executive compensation
program that enhances the Company's overall fundamental objective of providing
value for its Shareholders. The Compensation Committee believes that the
interests of management and Shareholders can be more closely aligned by
providing executives with competitive levels of compensation that will enable
the Company to attract and retain executives with the highest qualifications and
by tying executive pay to overall corporation performance. The compensation
system developed over the years by the Committee has been designed so that a
relatively high percentage of total compensation is incentive-based. The Stock
Option Plan is designed to base a portion of the executives' compensation upon
the market performance of the Company's stock. The Incentive Plan is designed to
provide a significant and flexible economic opportunity to executive officers
and key employees of the Company as a reflection of their individual and group
contributions to the success of the Company.
All executive compensation was fully deductible for federal income tax
purposes for 1998 either because the individual compensation amounts were less
than $1 million or because any excess was incentive-based.
BASE COMPENSATION
Executive officers' salaries are approved annually by the Board of Directors
based on recommendations provided by the Compensation Committee. In 1997, a
minimum, mid-point and maximum salary range was established for each executive
officer by an independent compensation consultant retained by the Compensation
Committee, based on a review of competitive industry practices and job
responsibilities. Factors that determine the salary within the range include
level of experience and job performance; job performance is judged on both a
subjective and objective basis, the latter measured against objectives agreed
upon at the outset of the year.
9
<PAGE> 13
Mr. Redding's salary as President and Chief Executive Officer 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. His
salary was not determined by specific performance measures.
The Board of Directors reviewed and adopted the recommendations of the
Compensation Committee and implemented the salary levels recommended. This
process resulted in the base salaries as disclosed in the Summary Compensation
Table for each Executive Officer named in the Summary Compensation Table.
INCENTIVE COMPENSATION
The Compensation Committee administers the Incentive Plan which became
effective January 1, 1997. Sixteen employees were covered by the Incentive Plan
in 1998. The Committee selects the participants, determines the amount and terms
of each incentive award and decides whether the award shall be made available in
cash, Common Stock or a combination of the two.
Incentive awards to the Incentive Plan participants are subject to objective
performance goals established by the Compensation Committee. These goals are
based upon one or more of the following: earnings per share, market share, stock
price, sales, reduction of cost, net operating income, cash flow, retained
earnings, return on capital, return on equity, return on assets, results of
customer satisfaction surveys, aggregate product price and other product price
measures, and operating and maintenance cost management. The Compensation
Committee certifies to the Board of Directors each year the extent to which the
performance objectives have been achieved.
The Compensation Committee adopted performance goals and other criteria for
awarding incentive compensation under the Incentive Plan for 1998. The Incentive
Plan includes both a short term and a long term incentive compensation
component.
For 1998, the short term compensation component included a compensation pool
in an amount equal to 5% of the amount by which 1998 net profits exceeded a 7%
return on capital up to, but not including any excess over, a 12% return on
capital, plus 8% of the amount by which 1998 net profits exceed a 12% return on
capital; provided, however, each participant's short term incentive compensation
for 1998 cannot exceed two times each participant's established compensation
targets. The participants' compensation targets range from 40% to 75% of the
participants' base salaries. An incentive amount calculated according to this
formula was paid to the Incentive Plan participants in proportion to short term
incentive compensation targets assigned to the participants by the Compensation
Committee.
The long term incentive compensation component will eventually be based upon a
three year rolling average return on capital in excess of the cost of capital.
Since 1997 was the first year in which the Incentive Plan was in effect, the
long term component for 1998 was based upon the average of the 1997 and 1998
return on capital only; in 1999 and thereafter, the long term component will be
based upon a three year average return on capital. For 1998, long term incentive
compensation was payable only if the two-year average of 1997 and 1998 return on
capital exceeded a 9.5% return on capital; provided, however, each participant's
long term incentive compensation for 1998 cannot exceed two times each
participant's established compensation targets. The participants' compensation
targets range from 45% to 100% of the participants' base salaries. This
objective was attained in 1998 and long term incentive compensation was payable
to the Incentive Plan participants based upon the long term incentive
compensation targets which were assigned to the participants by the Committee
and the 1998 performance goals and payout matrix approved by the Committee.
All of the Executives Officers named in the Summary Compensation Table
received incentive awards under the Incentive Plan as disclosed in the Summary
Compensation Table.
STOCK OPTIONS
The Compensation Committee also administers the Stock Option Plan which became
effective October 19, 1995. Two hundred and forty-five employees were covered by
the Stock Option Plan in 1998. The Stock Option Plan is another
performance-based component of the Company's compensation program. The object of
the Stock Option Plan is to provide an incentive to the Company's management to
increase the long term value of the Company's Common Stock by granting stock
options to motivate future performance by the executive officers and certain key
employees of the Company. The Stock Option Plan also encourages participants to
maintain a stock ownership position in the Company in order that their interests
are aligned with those of the Company's Shareholders.
The Compensation Committee determines the eligible employees, the timing of
option grants, the numbers of shares granted, vesting schedules, option prices
and duration and other terms of the stock options. All of the executives named
in the Summary Compensation Table were granted stock options under the Stock
Option Plan as disclosed in the Stock Option Tables. The Stock Option Plan
provides that options may be granted either as incentive stock options or as
nonqualified stock options. Options may be granted for varying periods of from
one to ten years. Options do not become exercisable until one year from the date
of grant. Thereafter, the right to exercise options vests at a schedule at the
time of grant, generally at a rate of 25% per year, cumulative to the extent not
exercised in prior periods. The exercise price for incentive stock options must
be at least 100% of the last sale price on the exchange on which the stock is
trading on the last trading day prior to the date of grant with a further
exception that incentive options granted to persons owning more than 10% of the
outstanding voting securities of the Company must be at least 110% of such sale
price.
THE COMPENSATION COMMITTEE
F. DAVID CLARKE, III (Chairman)
DENNIS L. REDIKER
ANN SCAVULLO
JOHN Q. SHERMAN, II
10
<PAGE> 14
PERFORMANCE GRAPH
The following Performance Graph presents a comparison of the yearly percentage
change in the Company's cumulative total shareholder return on its Common Stock
from December 31, 1993 to December 31, 1998 (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 beginning of the periods presented by (ii) the share price at the
beginning of the periods presented) with the Standard & Poor's 400 Midcap Index,
Standard & Poor's 500 Index and Peer Group Index. The Peer Group consists of
Moore Corporation, Ltd., The Reynolds & Reynolds Company, Wallace Computer
Services, Inc., and the Company.
<TABLE>
<CAPTION>
STANDARD REGISTER S&P 400 MIDCAP S&P 500 INDEX PEER GROUP
----------------- -------------- ------------- ----------
<S> <C> <C> <C> <C>
'1993' 1.00 1.00 1.00 1.00
'1994' 0.87 0.94 0.98 1.01
'1995' 1.04 1.21 1.32 1.41
'1996' 1.73 1.42 1.59 1.88
'1997' 1.89 1.86 2.08 1.67
'1998' 1.73 2.19 2.64 1.68
</TABLE>
PROPOSAL 3: AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON AND CLASS A STOCK
The Company is currently authorized to have outstanding 50,500,000 shares of
Common Stock and 4,725,000 shares of Class A Stock. There is presently issued
and outstanding 23,700,463 shares of Common Stock and 4,725,000 shares of Class
A Stock. Each share of stock has a par value of $1.00. The Board of Directors is
recommending that the authorized shares of Common Stock be increased from
50,500,000 to 101,000,000 and that the authorized shares of Class A Stock be
increased from 4,725,000 to 9,450,000. Each share of stock shall continue to
have a par value of $1.00.
The Board of Directors believes that increasing the authorized shares of stock
will benefit the Company by improving its flexibility to respond to future
business needs and opportunities. For example, there are presently an
insufficient number of authorized but unissued shares of stock to permit a
2-for-1 stock split. The Company would have, however, if this proposal is
adopted, sufficient shares of Class A and Common Stock to accommodate a 2-for-1
stock split. Although the Board has no specific plan to declare a stock split at
this time or at any specific future stock price, the Company would be able with
these additional authorized shares to declare a stock split in the future
without the expense of a special Shareholder's meeting or having to wait until
the next annual meeting in order to maintain a reasonable stock price for the
Company's stock. Furthermore, the Company could use these additional authorized
shares for other corporate purposes such as future acquisitions, equity
offerings and additional benefit plans.
The Board of Directors does not have any current plans, agreements or
understandings for stock issuances which in the aggregate would involve the use
of the stock that exceeds the amount presently authorized but unissued.
Additionally, the Board has not proposed this increase in the authorized shares
with the intention of using these shares for anti-takeover purposes, although
the Company could theoretically use these shares to make more difficult or to
discourage an attempt to acquire control of the Company.
If this proposal is approved by the Shareholders, all or any of the authorized
but unissued shares of stock may be issued without further action by the
Shareholders and without first offering these shares to the Shareholders for
subscription. The issuance of these additional shares, except on a prorata basis
to all Shareholders, would reduce the proportionate interest of each Shareholder
in the Company.
11
<PAGE> 15
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 stock which the Corporation is
authorized to have outstanding is 55,225,000, of which 50,500,000 shall be
known and designated as Common Stock and 4,725,000 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 stock which the Corporation is
authorized to have outstanding is 110,450,000, of which 101,000,000 shall be
known and designated as Common Stock and 9,450,000 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.
The Board of Directors has unanimously adopted resolutions setting forth the
proposed Amendment to the Amended Articles of Incorporation, declaring its
advisability and directing that the proposed Amendment be submitted to the
Shareholders for their approval at the Annual Meeting. In order for this
proposal to be adopted, it must be approved by the affirmative vote of
Shareholders holding two-thirds of the voting power of the Company and by the
affirmative vote of Shareholders holding seventy-five percent (75%) of the
outstanding shares of Common Stock voting separately as a class. This Amendment,
if approved by the Shareholders, will become effective upon filing of an
appropriate certificate with the Ohio Secretary of State.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR INCREASING
THE AUTHORIZED SHARES OF COMMON AND CLASS A STOCK.
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 1999. The Board of Directors recommends
that the firm of Battelle & Battelle LLP, Certified Public Accountants, who
served as auditors last year, be retained.
A representative of Battelle & Battelle LLP is expected to be present at the
Annual Meeting. This representative will have an opportunity to make a statement
to the Shareholders and will be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast is required to retain
Battelle & Battelle LLP as the Company auditors for the year 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE SELECTION
AND RETENTION OF BATTELLE & BATTELLE LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
COMPANY'S AUDITORS FOR THE YEAR 1999.
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
the Shareholders at the Annual Meeting. If any other matters come before the
Annual Meeting, the person voting the proxies will vote the shares they are
authorized to vote on the proposals or matters in their best judgment.
OTHER MATTERS
SOLICITATION EXPENSES
The expenses soliciting proxies and the expenses of brokers, custodians,
nominees or fiduciaries incurred in forwarding the documents to their principals
or beneficiaries and the fee which will not exceed $5,000 and expenses of W. F.
Doring & Co., who will solicit proxies on behalf of the Company. These are the
only contemplated expenses of solicitation and they will be paid by the Company.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal of a Shareholder intended for inclusion in the Company's Proxy
Statement and proxy for the 2000 Annual Meeting of the Shareholders, to be held
on April 19, 2000, must be received by the Secretary of the Company on or before
November 26, 1999, at its principal executive offices at 600 Albany Street,
Dayton, Ohio 45408. The form of proxy distributed by the Company with respect to
the 2000 Annual Meeting of Shareholders may include discretionary authority to
vote on any matter which is presented to the Shareholders at the 2000 Annual
Meeting (other than by management) if the Company does not receive notice of
that matter at the Company's principal executive offices at 600 Albany Street,
Dayton, Ohio 45408, prior to March 5, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
Kathryn A. Lamme
Corporate Vice President-Secretary
& Deputy General Counsel
Dayton, Ohio
12
<PAGE> 16
THE STANDARD REGISTER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
Frederick C. Smith Auditorium
David H. Ponitz Sinclair Center/Building 12
Sinclair Community College Campus
444 West Third Street
Dayton, Ohio 45402
APRIL 21, 1999
11:00 A.M. EASTERN DAYLIGHT SAVINGS TIME
DIRECTIONS TO SINCLAIR CENTER:
From I-75 -- Northbound or Southbound:
Take the Third Street exit and travel east on Third Street to Perry Street.
Turn right on Perry Street and travel south one block to Fourth Street.
Turn right on Fourth Street.
The entrance to the underground parking garage in the Sinclair Center will be on
your right.
After entering garage, stay to the right (northeast) and look for Sinclair
Center North Entrance sign.
Go through double doors to elevator or stairs.
Take elevator or stairs to the first floor of Sinclair Center/Building 12.
(PARKING PASSES WILL BE PROVIDED AT THE MEETING.)
13
<PAGE> 17
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
For Against Abstain
- ----------------------------- 1. Proposal to fix and determine the number of Directors to [ ] [ ] [ ]
THE STANDARD REGISTER COMPANY be ten.
- -----------------------------
2. Election of Directors.
A vote FOR includes discretionary authority (I) to For With For All
cumulate votes selectively among the nominees and (II) Nominees Hold Except
to vote for a substitute nominee if any of the nominees [ ] [ ] [ ]
Mark box at right if an address listed becomes unable or unwilling to serve.
change or comment has been
noted on the reverse side Roy W/ Begley, Jr. Dennis L. Redlker
of this card [ ] F. David Clarke, III Ann Scavullo
Paul H. Granzow John J. Schiff, Jr.
RECORD DATE SHARES: Groeme C. Keeping Charles F. Sherman
Peter S. Redding John Q. Sherman, II
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s). Your
shares will be voted for the remaining nominee(s).
For Against Abstain
3. Proposal to amend the Amended Articles of Incorporation [ ] [ ] [ ]
of the Company to increase the authorized shares of
Common Stock and Class A Stock.
For Against Abstain
-------------- 4. Proposal to approve Battelle & Battelle LLP, Certified [ ] [ ] [ ]
Please be sure to sign Date Public Accounants, as the independent public
and date this Proxy accountants of the Company.
- --------------------------------------
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
Shareholder sign here Co-owner sign here described above.
- ----------------------------------------- DETACH CARD
DETACH CARD
</TABLE>
<PAGE> 18
THE STANDARD REGISTER COMPANY
Proxy for Annual Meeting of Shareholders - April 21, 1999
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned, a shareholder of the Standard Register Company (the "Company")
hereby appoints PETER S. REDDING, PAUL H. GRANZOW and CHARLES F. SHERMAN
("Appointed Proxies"), each with full power to substitute or act alone, to vote,
cumulatively or otherwise (the action of a majority of these 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 21, 1999, and any adjustments thereof, upon the matters listed on the
reverse side hereof.
THE APPOINTED PROXIES WILL VOTE FOR EACH OF THE MATTERS SET FORTH ON THE REVERSE
SIDE, WHICH ARE MORE FULLY DESCRIBED IN THE PROXY STATEMENT, UNLESS A CONTRARY
CHOICE IS SPECIFIED ON THE REVERSE SIDE, IN WHICH CASE THE APPOINTED PROXIES
WILL VOTE OR WITHHOLD IN ACCORDANCE WITH INSTRUCTIONS GIVEN.
- -------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please sign exactly as your names(s) appear(s) on the reverse side hereof. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate that capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- -------------------------------------
- --------------------------------- -------------------------------------
- --------------------------------- -------------------------------------
