<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<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 Rule 14a-11(c) or Rule 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: ...........................................................
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<PAGE> 2
THE STANDARD REGISTER COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF THE STANDARD REGISTER COMPANY
To All Shareholders:
The annual meeting of shareholders of The Standard Register Company, an
Ohio corporation, will be held at our corporate headquarters located at 600
Albany Street, Dayton, Ohio 45408, on Wednesday, April 19, 2000, at 11:00 a.m.
eastern daylight savings time, 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 Standard Register's Code of
Regulations permitting alternative methods of proxy voting and
shareholder communications;
(4) To appoint Battelle & Battelle LLP, Certified Public
Accountants, as Standard Register's auditors for the year
2000;
(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 25,
2000, as the record date for determining the shareholders of Standard Register
entitled to vote at the annual meeting.
A copy of Standard Register's annual report for its fiscal year ended
January 2, 2000 is enclosed. Although it is not a part of the official proxy
soliciting material, we want each shareholder to have a copy. If you have not
received a copy, please call the Secretary of the Company at 937.221.1506.
Kathryn A. Lamme
Corporate Vice President-Secretary
& Deputy General Counsel
Dayton, Ohio
March 21, 2000
<PAGE> 3
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOUR VOTE IS
IMPORTANT TO US. PLEASE VOTE YOUR SHARES AS DESCRIBED ON YOUR PROXY CARD.
<PAGE> 4
THE STANDARD REGISTER COMPANY
PROXY STATEMENT
FOR
ANNUAL MEETING
OF
SHAREHOLDERS
PRINCIPAL EXECUTIVE OFFICES:
600 ALBANY STREET
DAYTON, OHIO 45408
(937) 221-1000
Mailing Date: March 21, 2000
We are mailing this proxy statement along with the notice of annual
meeting of shareholders of The Standard Register Company, to all holders of our
stock as of February 25, 2000, which is the record date for the annual meeting.
We had outstanding, on the record date, _______________ shares of common stock
(each share having one vote) and 4,725,000 shares of Class A Stock (each share
having five votes). Shareholders as of the close of business on the record date
are entitled to notice of and to vote at the annual meeting. The annual meeting
will be held at our corporate headquarters, 600 Albany Street, Dayton, Ohio
45408, on Wednesday, April 19, 2000, at 11:00 a.m. The proxies are solicited on
behalf of our board of directors.
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 allow alternative methods of proxy voting and shareholder communications; (4)
select independent auditors; and (5) transact such other business as may
properly come before the annual meeting.
<PAGE> 5
VOTING YOUR SHARES
All shareholder votes, properly cast in person or by proxy, and not revoked,
will be counted in voting on the proposals at the annual meeting or any
adjournment of the annual meeting. Your proxy will be voted in accordance with
your instructions. If you do not specify how you wish your shares to be voted,
they will be voted as recommended by the board of directors. Your proxy includes
the authority to vote shares cumulatively for the election of directors.
Cumulative voting is explained in the section dealing with Proposal 2. Your
proxy also includes the authority for the persons serving as proxies to use
their best judgment to vote on any other matters that may be properly presented
at the annual meeting, including, among other things, a motion to adjourn the
meeting to a future time.
You may revoke your proxy at any time before its exercise, in two ways: 1) by
timely delivery to us of a later-dated proxy, or 2) by notifying us of your
revocation of proxy either in writing or in person at the annual meeting. Your
presence at the meeting will not, by itself, serve to revoke your proxy.
2
<PAGE> 6
PROPOSALS
PROPOSAL 1: FIXING NUMBER OF DIRECTORS
We currently have ten directors. The board of directors believes we
should continue with ten directors and recommends fixing the number of directors
to be elected at ten. The majority of votes cast on this proposal must be in
favor of it in order for the proposal to be approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR FIXING THE NUMBER
OF DIRECTORS TO BE ELECTED AT TEN.
PROPOSAL 2: ELECTION OF DIRECTORS
The ten persons named in this section are nominated by the board of
directors to be elected as directors and to serve until either the next annual
election or until their successors are elected and qualified.
The board of directors does not expect that any of the nominees will be
unavailable for election. However, if any of them is unavailable, the persons
voting your proxy will use their best judgment to vote for substitute nominees.
Cumulative voting is permitted by the laws of Ohio in voting for the
election of directors. In the event a shareholder wishes to vote his or her
shares cumulatively, the shareholder must give notice in writing to the
President, a Vice President or Secretary of the company not less than 48 hours
before the time scheduled for the annual meeting. Once any shareholder has given
notice of intent to vote cumulatively, then all shareholders present at the
annual meeting and the persons voting the proxies shall have full discretion and
authority to cumulate the voting power they possess. This means they can 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
they determine in their judgment.
3
<PAGE> 7
Nominees receiving the highest number of votes cast for the positions
to be filled will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE
FOLLOWING NAMED NOMINEES TO SERVE AS DIRECTORS OF STANDARD REGISTER:
NOMINEES
All nominees recommended by the board of directors for election were
previously elected as directors. Information concerning each nominee follows:
NAME AGE SERVED AS
- ---- --- DIRECTOR SINCE
--------------
ROY W. BEGLEY, JR. * 44 1994
Mr. Begley has been a Vice-President and Investment Officer with Key
Trust Co. of Ohio, N.A., since July 1999. From September 1995 to July 1999 he
was Assistant Vice President and Investment Officer with Key Trust Co. of Ohio,
N.A. 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 43 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 72 1966
Mr. Granzow has been Chairman of the board of directors of Standard
Register since January 1984. He is a co-trustee of the John Q. Sherman Trusts.
See "Voting Securities and Principal Holders."
4
<PAGE> 8
GRAEME G. KEEPING 58 1996
Mr. Keeping has been President of NetPaper.com, an Internet service
company, since _______. From 1997 to ___________ he was President of Information
Resources Management Associates, a consulting firm. He is a member of the
Pension Advisory Committee of the board of directors.
PETER S. REDDING 61 1992
Mr. Redding has been President & Chief Executive Officer of Standard
Register since December 1994. Prior to December 1994, he served the Company in
various executive, sales management and sales positions. He is a member of the
Dayton District Board of KeyBank National Association, the board of directors of
Owens & Minor, Inc., a distributor of medical and surgical supplies, and the
board of directors of Projects Unlimited, Inc., a manufacturer of audio alarms
and alerts.
DENNIS L. REDIKER 56 1995
Mr. Rediker has been Chief Executive Officer of the Imerys Pigments and
Additives Operating Group since May 1999. From 1996 until 1999, he was Chief
Executive Officer and director of English China Clays, plc. 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 currently serves as Managing Board Member of Imerys. He is a
member of the Audit and Compensation Committees of the board of directors.
ANN SCAVULLO 53 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.
5
<PAGE> 9
JOHN J. SCHIFF, JR. 56 1982
Mr. Schiff has been Chairman and Chief Executive Officer of The
Cincinnati Insurance Company and Cincinnati Financial Corporation since 1999.
From 1998 until 1999, he was Chairman of the board and Chief Operating Officer
of The Cincinnati Insurance Company and Cincinnati Financial Corporation. Prior
to 1998, he was Chairman of the Board of both companies. He is a director of The
Cinergy Corp., Fifth Third Bancorp, 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 * 72 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 * 46 1994
Mr. Sherman has been a manufacturer's 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.
* 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 1999. All directors attended at
least 75% of the meetings of the board of directors and the committees of which
they were members during 1999, with the exception of John J. Schiff, Jr. and
Charles F. Sherman. Mr. Schiff was unable to attend three board of directors
meetings and Mr. Sherman was unable to attend two board of directors meetings
due to conflicting commitments.
BOARD OF DIRECTORS COMMITTEES
The Audit Committee held two meetings in 1999. Mr. Schiff is Chairman
of the Audit Committee. Messrs. Clarke and Rediker are the other members. The
Audit Committee is responsible for reviewing our corporate accounting, auditing
and financial reporting practices. It also recommends the employment of
6
<PAGE> 10
independent public accountants and reviews the relationships between Standard
Register and its outside public accountants.
The Compensation Committee held four meetings in 1999. 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 designs our
executive compensation program and determines executive compensation and
incentives each year. The Compensation Committee also administers our:
- Stock Option Plan
- Management Incentive Compensation Plan
- Deferred Compensation Plan.
The Pension Advisory Committee held three meetings in 1999. 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 our employee pension plans.
We do 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 you wish to propose a nominee for director,
you must submit that recommendation in writing to us by November 23, 2000.
BOARD OF DIRECTORS COMPENSATION
Members of the board of directors who are not company officers receive
an annual fee of $20,000 for serving on the board of directors, and $1,000 for
each board of directors 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 $3,000. 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.
We have a supplemental retirement benefit agreement with Paul H.
Granzow. This agreement provides that Standard Register will supplement his
Stanreco Retirement Plan benefits to ensure that he will receive
7
<PAGE> 11
annual retirement benefits equal to the greater of $150,000 or 50% of the
average annual compensation paid to him in the last five years before his
employment terminates.
8
<PAGE> 12
VOTING SECURITIES AND PRINCIPAL HOLDERS
OWNERS OF MORE THAN 5% OF THE COMMON AND CLASS A STOCK OF THE COMPANY
This table gives information regarding all of the persons known by us
to own in their name or beneficially, five percent or more of the outstanding
Class A Stock and common stock of Standard Register as of February 25, 2000:
NAME AND PERCENT OF
ADDRESS OF COMBINED
BENEFICIAL NUMBER PERCENT VOTING
OWNERS CLASS OF SHARES OF CLASS POWER
------ ----- --------- -------- -----
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
(1) John Q. Sherman, deceased, a founder of Standard Register, set up a
trust in his will for the benefit of his family. The current trustees
of that trust are Paul H. Granzow, James L. Sherman and Charles F.
Sherman. The trust holds voting securities, including the shares of
Company Class A and common stock listed in this table, in separate,
equal trusts for John Q. Sherman's six surviving children, and for the
heirs of his deceased children. Each child or heir 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.
9
<PAGE> 13
Sherman requires the trustees to give each beneficiary who is a child
of John Q. Sherman, upon his or her request, a proxy allowing 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 Standard Register; however, each has
the right, upon his or her request, to vote the shares of Standard
Register stock held in his or her respective trust created under the
will of John Q. Sherman, deceased.
(3) William C. Sherman, deceased, also a founder of Standard Register, set
up a trust in his will which provides for the payment of net income for
life to Helen Margaret Hook Clarke, his niece. The trustee, The Fifth
Third Bank ("Fifth Third"), has the sole voting and investment power
for the voting securities in the trust.
(4) William C. Sherman, during his lifetime, created a trust agreement
dated December 29, 1939, which 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.
10
<PAGE> 14
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 in their own name
or beneficially Class A Stock and common stock of Standard Register on February
25, 2000, as follows:
PERCENT OF
COMBINED
NUMBER PERCENT VOTING
BENEFICIAL OWNERS CLASS OF SHARES OF CLASS POWER
- ----------------- ----- --------- -------- -----
ROY W. BEGLEY, JR.(1) Common 1,631
Director
CRAIG J. BROWN(2)(3) Common 56,077
Sr. Vice President-
Administration, Treasurer & CFO
F. DAVID CLARKE, III(4) Common 7167
Director Class A 5,096
PETER A. DORSMAN(2) Common 43,352
Sr. Vice President &
General Manager-
Document Management &
Systems Division
PAUL H. GRANZOW(2)(5)(6) Common 78,583
Director & Chairman of Board
GRAEME G. KEEPING Common 1,179
Director
PETER S. REDDING(2)(7) Common 141,846
Director, President &
Chief Executive Officer
DENNIS L. REDIKER Common 1,973
Director
ANN SCAVULLO Common 2,568
Director
JOHN J. SCHIFF, JR. Common 42,900
Director
CHARLES F. SHERMAN(5)(8) Common 879,869
Director Class A 359,551
JOHN Q. SHERMAN, II Common 1,411
Director
JOSEPH V. SCHWAN(2)(9)(10) Common 70,901
Exec.Vice President & Chief
Operating Officer
All current executive officers Common 1,113,152
and directors as a group Class A 364,647
(21 persons)(2)
(1) Roy W. Begley, Jr. and his wife, Margaret Begley, own as joint tenants
900 shares of Standard Register common stock. Mrs. Begley owns 140
shares of common stock, as to which Mr. Begley disclaims beneficial
ownership. Mrs. Begley is also the trustee of 600 shares of common
stock for the benefit of their children, Lauren A. Begley and Kathleen
A. Begley, as to which Mr. Begley disclaims beneficial ownership.
11
<PAGE> 15
(2) Includes the following options to purchase Standard Register common
stock exercisable before April 25, 2000: Craig J. Brown - 46,000
shares; Peter A. Dorsman - 38,600 shares; Paul H. Granzow - 36,000
shares; Peter S. Redding - 98,000 shares; Joseph V. Schwan -49,200
shares; and all executive officers and directors as a group - 356,690
shares.
(3) Rebecca H. Appenzeller, the wife of Mr. Brown, owns 10,500 shares of
Standard Register common stock. Mr. Brown disclaims beneficial
ownership of these shares. Todd J. Brown, a child of Craig J. Brown,
owns 50 shares of Standard Register common stock. Mr. Brown also
disclaims beneficial ownership of these shares.
(4) F. David Clarke, III and his wife, Loretta M. Clarke, own as joint
tenants 6,776 shares of Standard Register common stock.
(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. 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 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 Standard
Register common stock. Mr. Granzow disclaims beneficial ownership of
these shares.
(7) Lorelei L. Redding, the wife of Peter S. Redding, owns 250 shares of
Standard Register common stock. Mr. Redding disclaims beneficial
ownership of these shares.
(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. The trustees have the investment
power with respect to these shares.
(9) Joseph V. Schwan and his wife, Charlann Schwan, own as joint tenants
650 shares of Standard Register common stock.
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<PAGE> 16
(10) Joseph V. Schwan retired as an officer of Standard Register on February
11, 2000.
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 our common stock to
report certain transactions in the common stock to the Securities and Exchange
Commission. Based on our records, we believe all Securities and Exchange
Commission filings with respect to directors, executive officers and holders of
10% or more of our common stock have been made in a timely manner.
13
<PAGE> 17
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS (#) COMPENSATION($)(2)
- --------------------------- ---- --------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
PETER S. REDDING 1999 653,120 0
President & Chief 1998 509,850 898,091 75,000 1,000
Executive Officer 1997 459,844 1,083,430 15,000 950
JOSEPH V. SCHWAN 1999 373,632 0
Executive Vice President & 1998 309,000 449,413 61,000 1,000
Chief Operating Officer 1997 276,250 587,530 6,000 950
CRAIG J. BROWN 1999 264,824 0
Sr. Vice President- 1998 228,600 319,065 55,000 1,000
Administration, Treasurer 1997 205,833 400,678 5,000 950
& Chief Financial Officer
PETER A. DORSMAN 1999 230,003 0
Sr. Vice President & 1998 200,000 276,479 55,000 1,000
General Manager - 1997 161,675 297,800 5,000 950
Manufacturing Operations
PAUL H. GRANZOW 1999 174,600 194,941
Chairman of the Board 1998 167,875 234,303
1997 148,500 294,213
</TABLE>
(1) Each year's amounts include cash and stock incentives earned by the
officers in that year but paid in the following year pursuant to the Management
Incentive Compensation Plan. For example, the 1997 amounts include cash and
stock incentives earned by the officers in 1997 but paid in 1998.
(2) These amounts are the matching contributions paid by the company to
The Standard Register Employees Savings Plan. The Savings Plan provides that for
the first 6% of the participant's compensation deferred into the Savings Plan,
the company will match ten cents on the dollar. Employee compensation deferrals
to the Savings Plan are fully vested. Our matching contribution vests after five
years of Standard Register service.
14
<PAGE> 18
NAMED EXECUTIVE OFFICERS
This table provides information concerning each of the executive
officers named in the Summary Compensation Table with the exception of Messrs.
Granzow and Redding, who are nominees for director. Similar information
regarding Messrs. Granzow and Redding may be found in the section dealing with
Proposal 2.
SERVED AS
NAME AGE OFFICER SINCE
- ---- --- -------------
JOSEPH V. SCHWAN 63 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 50 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 Standard Register in various executive and
financial positions.
PETER A. DORSMAN 44 1996
Mr. Dorsman has been Senior Vice President and General Manager -
Manufacturing Operations since July 1, 1999. He was Senior Vice President and
General Manager - Document Management & Systems Division from January 1, 1998 to
July 1, 1999. From January 1996 until January 1998, Mr. Dorsman was
15
<PAGE> 19
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.
We have an Agreement with Joseph V. Schwan which provides that after Mr.
Schwan's retirement, Standard Register agrees to pay him $75,000 per year for
ten years in return for which he agrees not to enter into any activities
competitive with Standard Register's business.
RETIREMENT PLANS
The Stanreco Retirement Plan provides retirement benefits based on the
average compensation for the highest five years of total plan participation.
Prior to January 1, 2000, the Plan was funded in part by contributions from
participants. After January 1, 2000, the Plan is funded entirely by company
contributions and investments earnings.
We have 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. Standard Register does not currently fund or contribute to the
Non-Qualified Retirement Plan but does accrue for projected benefit expense
annually. We also have 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.
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<PAGE> 20
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 our employees
for specified compensation levels 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 compensation
and years of officer service (in excess of five years). An officer's annual
retirement benefit will be (i) the sum of the benefits from Tables 1 and 2, or
(ii) 50% of the average of the highest five years of compensation, whichever is
less.
TABLE 1
<TABLE>
<CAPTION>
AVERAGE OF FIVE
HIGHEST YEARS OF YEARS OF CREDITED SERVICE
-------------------------
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
AVERAGE OF FIVE
HIGHEST YEARS OF YEARS OF OFFICER SERVICE IN EXCESS OF FIVE
------------------------------------------
COMPENSATION 1 5 10 15
- ------------ - - -- --
17
<PAGE> 21
$ 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
Estimated annual benefits are based upon the assumption that the
employee remains in the service of Standard Register until age 62. At age 62,
the employee qualifies for the maximum retirement percentage benefit. Retirement
before 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
AVERAGE OF
THE HIGHEST FIVE YEARS OF YEARS OF
YEARS OF CREDITED OFFICER
NAME TOTAL COMPENSATION SERVICE SERVICE
- ---- ------------------ ------- -------
PETER S. REDDING 31 18
JOSEPH V. SCHWAN 7 8
CRAIG J. BROWN 16 13
PETER A. DORSMAN 3 4
PAUL H. GRANZOW
18
<PAGE> 22
STOCK OPTION TABLES
We did not grant any stock options to executive officers in 1999.
Options to purchase Standard Register common stock exercised in 1999
for each executive officer listed in the Summary Compensation Table are as
follows:
AGGREGATED OPTION EXERCISES IN 1999
AND YEAR-END OPTION VALUES
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT 12/31/99 AT 12/31/99
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- ------------- -------------
PETER S. REDDING 0 0 86,000/89,000 0/0
JOSEPH V. SCHWAN 0 0 38,200/59,800 0/0
CRAIG J. BROWN 0 0 36,000/54,000 0/0
PETER A. DORSMAN 0 0 25,000/55,400 0/0
PAUL H. GRANZOW 0 0 33,000/27,000 0/0
19
<PAGE> 23
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 other employees subject to approval of the board
of directors. The Compensation Committee administers Standard Register'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 Standard Register'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 Standard Register 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 Standard Register's
stock. The Incentive Plan is designed to provide a significant and flexible
economic opportunity to executive officers and key employees of Standard
Register as a reflection of their individual and group contributions to the
success of Standard Register.
All executive compensation was fully deductible for federal income tax
purposes for 1999 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. A
minimum, mid--point and maximum salary range was established for each executive
officer 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.
20
<PAGE> 24
The general objective of the Compensation Committee is to set the
executive officers' base salaries at levels that are competitive with the 50th
percentile of three comparator groups. The comparator groups include (1) proxy
peers consisting of Moore Corp., Reynolds & Reynolds and Wallace Computer
Services, (2) related industry peers consisting of the proxy peers plus six
related-industry companies, and (3) same-size general industry peers consisting
of 32 similar size companies. The 1999 base salaries of Standard Register's five
highest paid executive officers were all below that of the proxy peer group
average and on par with or below the 50th percentile levels of the
related-industry peer group and the same size general industry peer group.
In 1999, executive officer salaries, including that of Mr. Redding,
were adjusted within the ranges previously established.
Mr. Redding's salary as President and Chief Executive Officer was
increased by 4.93 percent per year effective April 1, 1999. This salary was not
determined by specific performance measures and his performance was judged on a
subjective basis by the Compensation Committee. On February 17, 1999, the
Compensation Committee also granted to Mr. Redding 4,000 shares of Standard
Register common stock as special compensation in recognition of his performance
and accomplishments during 1998 in connection with the merger and integration of
Uarco Incorporated into the Company.
Although Mr. Redding serves as an ex-officio, non-voting member of the
board of directors' committees, including the Compensation Committee, he was not
present during any discussion or determination of his compensation by the
Compensation Committee.
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. __________ employees were covered by the Incentive
Plan in 1999. 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, Standard Register stock or a combination of the two.
21
<PAGE> 25
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 1999. The
Incentive Plan includes both a short term and a long term incentive compensation
component.
For 1999, the short term incentive compensation component included a
compensation pool in an amount equal to 5% of the amount by which 1999 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 1999 net profits
exceed a 12% return on capital; provided, however, each participant's short term
incentive compensation for 1999 cannot exceed two times such participant's
established compensation target. The participants' short term incentive
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 is based upon a three
year rolling average return on capital in excess of the cost of capital. For
1999, long term incentive compensation was payable only if the three year
average of 1997, 1998 and 1999 return on capital exceeded a 9.5% return on
capital; provided, however, each participant's long term incentive compensation
for 1999 cannot exceed two times such participant's established compensation
target. The participants' long term incentive compensation targets range from
45% to 100% of the participants' base salaries. The return on capital objective
was attained in 1999 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 1999
performance goals and payout matrix approved by the Committee.
All of the Executive Officers named in the Summary Compensation Table
received incentive awards under the Incentive Plan as disclosed in the Summary
Compensation Table.
22
<PAGE> 26
STOCK OPTIONS
The Compensation Committee also administers the Stock Option Plan which
became effective October 19, 1995. 253 employees were covered by the Stock
Option Plan in 1999. The Stock Option Plan is another performance-based
component of Standard Register's compensation program. The objective of the
Stock Option Plan is to provide an incentive to Standard Register's management
to increase the long term value of Standard Register's common stock by granting
stock options to motivate future performance by the executive officers and
certain key employees of Standard Register. The Stock Option Plan also
encourages participants to maintain a stock ownership position in Standard
Register in order that their interests are aligned with those of Standard
Register's shareholders.
The Compensation Committee determines the eligible employees, the
timing of option grants, the number 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
non-qualified 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 in accordance with a
schedule established 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 Standard Register
be a least 110% of such sale price.
THE COMPENSATION COMMITTEE
F. DAVID CLARKE, III (CHAIRMAN)
DENNIS L. REDIKER
ANN SCAVULLO
JOHN Q. SHERMAN, II
23
<PAGE> 27
PERFORMANCE GRAPH
The following performance graph presents a comparison of the yearly
percentage change in our cumulative total shareholder return on our common stock
from December 31, 1994 to December 31, 1999. The yearly percentage change is
calculated as follows:
(i) the sum of
(a) the cumulative amount of dividends, assuming dividend
reinvestment during the periods presented, and
(b) the difference between our share price at the end and
beginning of the periods presented
is divided by
(ii) the share price at the beginning of the periods presented.
The yearly percentage change is then compared with 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 Standard Register.
[Performance Graphs]
24
<PAGE> 28
PROPOSAL 3 AMENDMENT TO THE CODE OF REGULATIONS TO PERMIT ALTERNATIVE METHODS
OF PROXY VOTING AND SHAREHOLDER COMMUNICATIONS
Our current Code of Regulations requires that a shareholder sign an
instrument in writing in order to authorize a proxy to vote the shareholder's
stock at the annual meeting or any meeting of shareholders. In addition, it
requires notices to shareholders to be in writing, delivered either in person or
by mail.
The board of directors believes we should enable Shareholders to vote
electronically, by telephone or by facsimile in addition to written voting. The
board of directors also believes we should allow delivery of legal notices such
as proxy statements and annual reports by such alternative means if the
shareholder requests. Electronic communications have become broadly available
and secure. Proxy voting and shareholder communications by means of the
Internet, telephone or facsimile will be more convenient for many shareholders,
and can save us time and money in mailing and processing paper communications.
Increasingly, more publicly-traded companies are providing opportunities for
shareholders to vote by electronic and telephonic means, and to elect to receive
shareholder communications in the same manner. In order to permit such
alternative methods of proxy voting and communications, the board of directors
recommends that Article II of the Code of Regulations "Meetings of Shareholders"
be amended to add new section 11 as follows:
SECTION 11. ALTERNATIVE COMMUNICATIONS. In every instance in which
Article II of these Regulations requires notice or other communication
in writing, and in every instance in which Article II of these
Regulations requires delivery of notice or other communication either
in person or by mail, notice or communication may be given by
electronic, facsimile or telephone means, or by such other means deemed
by the board of directors to be sufficiently secure and reliable, and
such communication shall be deemed given when transmitted accordingly.
The board of directors has unanimously adopted resolutions setting
forth the proposed amendment to the Code of Regulations, affirming its
advisability and directing that it be submitted to the shareholders for their
approval at the annual meeting. In order for this proposal to be approved, the
majority of our outstanding shares must be voted in its favor.
25
<PAGE> 29
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PERMITTING
ALTERNATIVE METHODS OF PROXY VOTING.
26
<PAGE> 30
PROPOSAL 4 SECTION OF AUDITORS
Each year, the shareholders decide who shall serve as auditors for
Standard Register in 2000. The board of directors recommends that the firm of
Battelle & Battelle LLP, Certified Public Accountants, who were our independent
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 majority of votes cast on this proposal must be in favor of it in
order for the proposal to be approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE SELECTION AND
RETENTION OF BATTELLE & BATTELLE LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS STANDARD
REGISTER'S AUDITORS FOR THE YEAR 2000.
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 anyone else intends to present any other proposal for action by the
shareholders at the annual meeting.
27
<PAGE> 31
OTHER MATTERS
SOLICITATION EXPENSES
We will pay the costs to solicit proxies. These costs include the
expenses of brokers, custodians, nominees or fiduciaries incurred in forwarding
the documents to their principals or beneficiaries. These are the only
contemplated expenses of solicitation.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposal of a shareholder intended for inclusion in our proxy
statement and proxy for the 2001 annual meeting of the shareholders, to be held
on April 18, 2001, must be received by the Secretary of the company at 600
Albany Street, Dayton, Ohio 45408, on or before November 23, 2000. The form of
proxy we distribute for the 2001 annual meeting of shareholders may include
discretionary authority to vote on any matter which is presented to the
shareholders at the 2001 annual meeting (other than by management) if we do not
receive notice of that matter at 600 Albany Street, Dayton, Ohio 45408, prior to
February 7, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
KATHRYN A. LAMME
CORPORATE VICE PRESIDENT-SECRETARY
& DEPUTY GENERAL COUNSEL
DAYTON, OHIO
THE STANDARD REGISTER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
28
<PAGE> 32
THE STANDARD REGISTER COMPANY
600 ALBANY STREET
DAYTON, OHIO 45408
APRIL 19, 2000
11:00 A.M. EASTERN DAYLIGHT SAVINGS TIME
29
<PAGE> 33
THE STANDARD REGISTER COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - APRIL 19, 2000
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 19, 2000, and any adjournments 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 name(s) appear(s) on the reverse side hereof. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the 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?
__________________________________ __________________________________
__________________________________ __________________________________
__________________________________ __________________________________
<PAGE> 34
- --------------------------------------------------------------------------
THE STANDARD REGISTER COMPANY
- --------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the
reverse side of this card. [ ]
CONTROL NUMBER:
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date________________________
_________________________________ ____________________________________
Shareholder sign here Co-owner sign here
DETACH CARD
<TABLE>
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For Against Abstain
1. Proposal to fix and determine the number of Directors [ ] [ ] [ ]
to be ten.
For All With- For All
Nominees hold Except
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.
(01) ROY W. BEGLEY, JR. (06) DENNIS L. REDIKER
(02) F. DAVID CLARKE, III (07) ANN SCAVULLO
(03) PAUL H. GRANZOW (08) JOHN J. SCHIFF, JR.
(04) GRAEME G. KEEPING (09) CHARLES F. SHERMAN
(05) PETER S. REDDING (10) 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).
<C> <C> <C>
For Against Abstain
3. Proposal to amend the Code of Regulations to permit [ ] [ ] [ ]
alternative methods of proxy voting and shareholder
communications.
4. Proposal to approve Battelle & Battelle LLP, Certified [ ] [ ] [ ]
Public Accountants, as the independent public
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
described above.
DETACH CARD
</TABLE>
