<PAGE>
STANHOME INC.
333 WESTERN AVENUE
WESTFIELD, MASSACHUSETTS 01085
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 28, 1994
Notice is hereby given that the Annual Meeting of Stockholders of
Stanhome Inc. will be held at the principal executive offices of the
Company at 333 Western Avenue, Westfield, Massachusetts 01085, at 10:00
a.m. on Thursday, April 28, 1994, for the following purposes:
1. To elect four Class II Directors for a three-year term.
2. To ratify the appointment by the Board of Directors of Arthur
Andersen & Co. as independent accountants for 1994.
3. To take action with respect to the amendment and restatement of
the indemnification provision of the By-Laws.
4. To transact such other business as may properly come before the
meeting and any postponement or adjournment thereof.
Stockholders of record as of the close of business on March 1, 1994
will be entitled to vote at the Annual Meeting and any postponement or
adjournment thereof.
By Order of the Board of Directors,
BRUCE H. WYATT, Clerk
Westfield, Massachusetts
March 18, 1994
________________________________________
IMPORTANT
All Stockholders are cordially invited to attend the meeting.
Whether or not you plan to attend in person, you are urged to complete,
date, and sign the enclosed Proxy card and return it promptly in the
envelope provided. This will assure your representation and a quorum for
the transaction of business at the meeting. If you do attend the meeting,
you may vote in person, if you desire to do so, even if you had returned a
Proxy card.
STANHOME INC.
PROXY STATEMENT
March 18, 1994
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors for use
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<PAGE>
at the Annual Meeting of Stockholders of Stanhome Inc. (the "Company") to
be held at 10:00 a.m. on Thursday, April 28, 1994, at the principal
executive offices of the Company, 333 Western Avenue, Westfield,
Massachusetts 01085. Any Proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. Proxies
may be revoked by (i) filing with the Clerk, at or before the 1994 Annual
Meeting of Stockholders (the "Annual Meeting"), a written notice of
revocation bearing a later date than the Proxy; (ii) duly executing and
submitting a subsequent Proxy relating to the Annual Meeting; or (iii)
voting in person at the Annual Meeting (although attendance at the Annual
Meeting will not, in and of itself, constitute a revocation of a Proxy).
Any written notice revoking a Proxy should be sent to Bruce H. Wyatt,
Clerk, Stanhome Inc., 333 Western Avenue, Westfield, Massachusetts 01085.
The expense of solicitation of Proxies will be borne by the Company.
The Company has retained Morrow & Co., New York, New York, to aid in the
solicitation of Proxies. It is estimated that the cost of these services
will be approximately $5,000 plus expenses. Proxies will be solicited by
personal interview, mail, and telephone. Brokerage houses, other
custodians, and nominees will be asked whether other persons are the
beneficial owners of the Common Stock, par value $.125 per share, together
with the associated common stock purchase rights (the "Common Stock") which
they hold of record, and, if so, they will be supplied with additional
copies of the Proxy and Proxy materials for distribution to such beneficial
owners. The Company will, in addition, reimburse parties holding shares of
Common Stock in their names or in the names of their nominees for their
reasonable expenses in sending Proxies and Proxy materials to the
beneficial owners of the shares of Common Stock (the "Stockholders").
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding Notice. If the enclosed Proxy is properly
executed and returned to the Company, all shares represented thereby will
be voted as indicated thereon.
The address of the Company's principal executive offices is 333
Western Avenue, Westfield, Massachusetts 01085, U.S.A. This Proxy
Statement and the accompanying Proxy card are being mailed on or about
March 18, 1994 to each Stockholder of record as of the close of business on
March 1, 1994.
ANNUAL REPORT
The Annual Report to Stockholders of the Company for the year ended
December 31, 1993, including the financial statements for the 1993 fiscal
year, is to be accompanied by this Proxy Statement and mailed on or about
March 18, l994 to each Stockholder of record as of the close of business on
March 1, 1994.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 1, 1994, there were outstanding 19,425,173 shares of the
Common Stock, which is the only class of stock outstanding and entitled to
vote at the Annual Meeting and any postponement or adjournment thereof.
The holders of such shares will be entitled to cast one vote for each share
held of record as of the record date. To the best knowledge of the
Company, the only beneficial owners of more than 5% of the Company's Common
Stock as of December 31, 1993 were as follows:
<TABLE>
<CAPTION>
Amount and
nature of
-2-
<PAGE>
Title of Name and address of beneficial Percent of
Class beneficial owner ownership (1) Class
<S> <C> <C> <C>
Common Stock Ariel Capital Management, 2,195,685 shares 11.32%
Inc. owned directly
307 North Michigan Avenue
Chicago, IL 60601
Common Stock Mitchell Hutchins 1,228,200 shares 6.33%
Institutional Investors owned directly
600 Fifth Avenue
New York, NY 10020
</TABLE>
Management of the Company beneficially owned, as of January 31, 1994,
shares of the Company's Common Stock as follows:
<TABLE>
<CAPTION>
Amount and Nature Percent
Title of Name of of beneficial of
Class beneficial owner ownership (1)(2) Class(3)
<S> <C> <C> <C>
Common Stock John F. Cauley, Jr. 3,450 shares owned directly --
and 0 shares owned indirectly
Common Stock Janet M. Clarke 350 shares owned directly --
and 0 shares owned indirectly
Common Stock Alejandro Diaz 224,213 shares owned directly 1.17%
and 3,985 shares owned
indirectly (4)
Common Stock Judith R. Haberkorn 475 shares owned directly and --
0 shares owned indirectly
Common Stock Thomas R. Horton 2,450 shares owned directly --
and 0 shares owned indirectly
Common Stock Allan G. Keirstead 130,482 shares owned directly --
and 1,057 shares owned indirectly
Common Stock Alla O'Brien 6,160 shares owned directly --
and 0 shares owned indirectly
Common Stock Homer G. Perkins 19,920 shares owned directly --
and 94,000 shares owned
indirectly (5)
Common Stock G. William Seawright 2,550 shares owned directly --
and 0 shares owned indirectly
Common Stock H. L. Tower 108,284 shares owned directly --
and 0 shares owned indirectly
Common Stock Anne-Lee Verville 1,225 shares owned directly and --
0 shares owned indirectly
Common Stock Eugene Freedman 169,834 shares owned directly --
and 380 shares owned indirectly
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<PAGE>
Common Stock James P. Smith, Jr. 76,100 shares owned directly
and 30 shares owned indirectly --
Common Stock All Directors and 870,240 shares owned directly 4.91%
Executive Officers and 107,842 shares owned
as a Group indirectly
(18 persons)
___________________________________________________________________________
<FN>
(1)Unless otherwise noted, the nature of beneficial ownership is sole
voting and/or investment power. Fractional amounts have been rounded to
the nearest whole share of Common Stock.
(2)Includes shares over which the Directors, the named Executive
Officers, and All Directors and Executive Officers as a Group are deemed to
hold sole voting and/or investment power by reason of options granted to
them under the Company's 1984 and 1991 Stock Option Plans and Special
Interim Chief Executive Officer Stock Option Plan which are exercisable on
January 31, 1994, or within 60 days thereafter, including as follows: Mr.
Cauley (2,250 shares), Ms. Clarke (0 shares), Mr. Diaz (120,450 shares),
Ms. Haberkorn (375 shares), Messrs. Horton (2,250 shares), Keirstead
(83,200 shares), Ms. O'Brien (2,250 shares), Messrs. Perkins (2,250
shares), Seawright (2,250 shares), Tower (30,375 shares), Ms. Verville
(1,125 shares), Messrs. Freedman (98,100 shares), and Smith (76,100
shares).
(3)Unless otherwise noted, percent of class of each Director and
named Executive Officer is less than 1%.
(4)Includes 3,000 shares of Common Stock owned by a minor child of
Mr. Diaz.
(5)Includes 80,000 shares of Common Stock owned by The Frank Stanley
Beveridge Foundation, Inc., of which Mr. Perkins is a Director, and 14,000
shares held by the residuary trust established under the Will of Frank
Stanley Beveridge. Mr. Perkins shares voting and investment power over
these shares and disclaims any beneficial interest in all such shares.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors of the Company (the "Board") consists of
eleven members who are constituted into three separate classes serving
three years each with one class being elected each year. The term of
office of the four incumbent Class II Directors, Ms. Janet M. Clarke, Mr.
Alejandro Diaz, Mr. Allan G. Keirstead, and Ms. Alla O'Brien, expires at
the Annual Meeting. The Board proposes their election for a three-year
term expiring at the annual meeting of Stockholders in April 1997. The
election of the four nominees named above requires the affirmative vote of
the holders of a majority of the Common Stock present in person or
represented by Proxy at the Annual Meeting at which there is a quorum.
Abstentions will be treated as votes cast and will have the effect of votes
against in the voting count for the election of Directors. Shares of
Common Stock that are represented by a broker and not voted with respect to
a particular matter are not treated as being present at the Annual Meeting
and will have no effect on the voting count.
The Board has adopted several policies concerning resignation and
retirement of Directors from the Board, one providing for review by the
Board of a Director's continued membership following a change in principal
employment, and another providing for retirement at age 72, excluding Mr.
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<PAGE>
Perkins who is not subject to this policy. Ms. O'Brien will reach age 72
before the annual meeting of Stockholders in April 1995 and, in accordance
with the Board policy, she has indicated her intention to resign prior to
that time with her successor to be appointed by the Board to fulfill her
unexpired term.
It is intended that Proxies of Stockholders containing no designation
to the contrary will be voted for the election of the four nominees named
above.
If for any reason any nominee is not available to serve when the
election occurs, the persons named in the Proxies will vote the Proxies in
accordance with their best judgment. The Board has no reason to believe
that any nominee will not be available.
<TABLE>
INFORMATION AS TO BOARD OF DIRECTORS AND NOMINEES
<CAPTION>
Expiration
of Present
or
Business Experience and Proposed
Name (Age) Other Directorships Term
<S> <C> <C>
NOMINEES
CLASS II
Janet M. Clarke (41) Senior Vice President, Manufacturing - 1997
Director since 1994 Financial Printing Services Group,
R.R. Donnelley & Sons Company
("Donnelley"), New York, NY since
1993. Formerly Senior Vice President
and Vice President - Documentation
Services Group of Donnelley since
1990 and 1988, respectively.
Alejandro Diaz (49) Executive Vice President of the 1997
Director since 1988 Company since September 1993, having
previously served as Chief Executive
Officer from 1990 to August 1993;
previously served as President from
1988 to 1993, as Chief Operating
Officer from 1989 to 1990 and as Vice
President of the Company until 1988.
Allan G. Keirstead (49) Executive Vice President 1997
Director since 1985 and Chief Administrative and
Financial Officer of the Company
since 1988.
Alla O'Brien (70) Retired as Associate Trustee and 1997
Director since 1977 Senior Vice President of The
Putnam Funds, Boston, MA in 1993;
previously served as Trustee of
The Putnam Funds since 1975. Became
Senior Vice President of The
Putnam Funds in 1982.
INCUMBENT DIRECTORS
CLASS I
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<PAGE>
Judith R. Haberkorn (47) Vice President - Consumer Markets, 1996
Director since 1993 NYNEX Corporation, New York, NY since
1994. Formerly Vice President-Sales
and Marketing, New York Telephone Co.
since 1992 and Vice President -
Materials Management, Telesector
Resources Group, Inc., a NYNEX company,
New York, NY in 1990 after serving
as General Manager Access Markets,
New England Telephone Company, a
NYNEX company, Boston, MA since 1988.
Thomas R. Horton (67) Retired as Chairman and Chief Execu- 1996
Director since 1991 tive Officer of American Management
Association, New York, NY in 1992 and
1991, respectively, after serving
since 1989 and 1982, respectively.
Also, Director of American Precision
Industries, Inc., Buffalo, NY.
H. L. Tower (61) Chairman of the Board since 1996
Director since 1978 1982 and Chief Executive Officer
from 1978 to 1990; retired as an
associate from the Company
in 1992; served briefly in 1993 as
interim President and Chief Executive
Officer. Also, Director of Tambrands,
Inc., White Plains, NY, and Forman
Brothers Inc., Washington, D.C.
CLASS III
John F. Cauley, Jr. (61) Retired as President of 1995
Director since 1987 Friendly Ice Cream Corporation,
a subsidiary of Tennessee
Restaurant Company, Memphis,
TN in 1989. Also, Director of
P.F.C. Corp., Boca Raton, FL.
Homer G. Perkins (77) Retired as Chairman of the 1995
Director since 1954 Board of the Company in
1982. Also, Director of The
Frank Stanley Beveridge
Foundation, Inc.
G. William Seawright (52) President and Chief Executive 1995
Director since 1990 Officer of the Company since No-
vember 1993. Formerly President
and Chief Executive Officer
of The Paddington
Corporation, an importer
of wines and spirits,
Fort Lee, NJ since 1990, after
having previously served as
President of Heublein Inter-
national and Senior Vice President
of Heublein, Inc. since 1986.
Anne-Lee Verville (48) General Manager - IBM Education 1995
Director since 1991 Businesses of International
Business Machines Corporation
("IBM"), Stamford, CT since 1994.
-6-
<PAGE>
Formerly President-General Sector
Division of IBM since 1991 and
Assistant General Manager,
Financial Planning for IBM in
1990 after serving as Assistant
General Manager, Finance and
Planning of IBM US Marketing
and Services since 1988.
</TABLE>
REMUNERATION OF NON-EMPLOYEE DIRECTORS
The Board establishes the compensation paid to each Director, who is
not also an employee of the Company, for all services in such capacity.
The current schedule of such amounts is as follows:
(1) For service as a member of the Board, a retainer of $15,000 per
annum, plus $1,200 for attendance at each meeting of the Board;
(2) For service as Chairman of the Board, an additional retainer of
$50,000 per annum;
(3) For service as a Board Committee member, an attendance fee of $800
for each Committee meeting and meeting held in connection with the
selection of potential nominees for positions on the Board; and
(4) For service as Chairman of a Committee of the Board, an additional
attendance fee of $200 per Committee or other meeting referred to above.
Payment of these amounts may be partially or fully deferred by the
Director at interest (at the Company's cost of borrowing) until a later
year, retirement from the Board, or in the event of a change in control of
the Company in which case the Director will also be reimbursed for any
excise or other taxes incurred as a result of such payment.
In addition, for the five-year period ending in 1995, as of the day
following the annual meeting of Stockholders each then serving non-employee
Director receives a grant of 1,500 non-qualified options to purchase shares
of the Common Stock at an exercise price equal to the fair market value of
the Common Stock on the grant date. The options vest in 25% increments on
February 1 in each of the four succeeding years after the grant and expire
on the tenth anniversary of the grant.
Upon retirement of a non-employee Director at any time after age 60
with 5 years of service on the Board, he or she will become an "Advisory
Director" who may be called upon for advice by the Chief Executive Officer
of the Company as the occasion arises. For such services, an Advisory
Director shall receive, in addition to current attendance fees for his or
her requested participation at meetings, the annual retainer at the rate in
effect at the time of his or her retirement for a period of years equal to
the Director's years of service but not in excess of 10 years or until his
or her earlier death. In the event of a change in control of the Company,
each Advisory Director and each Director then eligible to retire and become
an Advisory Director will receive the balance of the retainer payments due
for his or her term, or remainder thereof, as an Advisory Director, plus
reimbursement for any excise or other taxes incurred as a result of such
payment.
Directors receive reimbursement from the Company for expenses
incurred in connection with service in that capacity. Directors who are
also employees of the Company receive no additional compensation for their
services as Directors.
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<PAGE>
In addition to the foregoing standard arrangements, during 1993 the
Board approved payment of consulting fees of $1,000 to each of Mr. Cauley
and Ms. Verville for services provided in connection with compensation
reviews.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees
The Audit Committee comprised now of Mr. Cauley (Chairman), Ms.
Clarke, Ms. Haberkorn, Mr. Horton, Ms. O'Brien, Messrs. Perkins and Tower,
and Ms. Verville held three meetings during 1993. Mr. Albert F. Clear
retired as a member of this Committee on March 4, 1993. Mr. Robert G.
Widham formerly served on this Committee until his death on September 29,
1993. Mr. Seawright formerly served on this Committee until his
resignation in connection with his election as President and Chief
Executive Officer on November 9, 1993. This Committee, which consists
entirely of non-employee Directors, provides oversight of the Company's
audit, accounting, reporting, and control practices and provides a non-
management link between the Board and the director of the Company's
internal auditing department. This Committee reviews the activities of the
internal auditing department and the Company's independent accountants. It
also reviews the adequacy of the Company's accounting, financial, and
operating controls and reports to the full Board as necessary.
The Compensation and Stock Option Committee comprised now of Ms.
Verville (Chairman), Mr. Cauley, and Ms. O'Brien held eight meetings during
1993. Mr. Clear retired as the Chairman and a member of this Committee on
March 4, 1993. Mr. Perkins formerly served on this Committee until April
22, 1993. Mr. Seawright formerly served on this Committee until his
resignation in connection with his election as President and Chief
Executive Officer on November 9, 1993. This Committee, which consists
entirely of non-employee Directors, determines compensation policy for the
Company, approves or recommends to the Board compensation of the Directors
and officers of the Company, and reviews and acts on recommendations from
the Chief Executive Officer which concern awarding of stock options and
administering the stock option plans of the Company.
The Search Committee comprised of Ms. O'Brien (Chairman), Messrs.
Cauley and Horton, and Ms. Verville held four meetings in 1993. This
special Committee, which consisted entirely of non-employee Directors, was
established to search out and recommend a candidate for the Company's
President and Chief Executive Officer position. Upon the election of Mr.
Seawright on November 9, 1993, this Committee was dissolved.
The Organization Committee comprised now of Mr. Horton (Chairman),
Ms. Clarke, Ms. Haberkorn, Messrs. Perkins and Tower held four meetings
during 1993. Ms. O'Brien and Mr. Seawright formerly served on this
Committee until April 22, 1993. Mr. Widham formerly served on this
Committee until his death on September 29, 1993. This Committee, which
consists entirely of non-employee Directors, provides the Board with
Director and corporate officer recommendations, including the Chief
Executive Officer of the Company, proposes to the Board each year a slate
of Directors for recommendation and submission to Stockholders at the
Company's next annual meeting of Stockholders, and deals with all aspects
of the Director selection process, reviewing prospective Director
candidates in the light of anticipated resignations and retirements and the
appropriate composition of the Board.
In accordance with the Company's Restated Articles of Organization,
as amended, the Organization Committee will consider a nominee for election
-8-
<PAGE>
to the Board recommended by a Stockholder if the Stockholder gives notice
in writing to the Secretary of the Company, at least 45 days in advance of
the anniversary of the date of the previous annual meeting of Stockholders,
which notice includes:
(a) The name and address of the Stockholder who intends to make the
nomination and the name and address of the person or persons to be
nominated;
(b) A representation that the Stockholder is a holder of record of
the Company and intends to appear in person or by proxy at the Company's
next annual meeting of Stockholders to nominate the person or persons
specified in the notice;
(c) A description of all arrangements or understandings between the
Stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the Stockholder;
(d) Such other information regarding each nominee proposed by such
Stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and
(e) The consent of each nominee to serve as a Director if so
elected.
In addition to the Committee meetings referred to above, the full
Board held seven regular meetings and four special meetings during 1993.
Due to serious illness and hospitalization during the year, one former
Director, Mr. Widham, attended 3 of the 7 meetings of the Board and 3 of
the 4 meetings of the Committees of which he was a member that were held
prior to his death on September 29, 1993.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December
31, 1993, 1992, and 1991, the cash compensation paid by the Company and its
subsidiaries, as well as all other plan and non-plan compensation awarded
to, earned by, or paid to the present Chief Executive Officer, the former
Chief Executive Officer, and the four most highly compensated Executive
Officers of the Company, other than the Chief Executive Officer, who were
serving at the end of 1993 (all six persons collectively, the "Named
Executive Officers") for all services rendered in all capacities to the
Company and its subsidiaries:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compen-
Annual sation
Compensation (6) Awards (7)
Securities
Name Under-
and lying All Other
Principal Options Compensa-
Position Year Salary($) Bonus($) (#) tion($)(8)
<S> <C> <C> <C> <C> <C>
G. W. Seawright, 1993 $ 72,318 $ 117,123 101,500 $31,228
President and 1992 0 0 1,500 29,400
-9-
<PAGE>
Chief Executive 1991 0 0 1,500 -
Officer
H. L. Tower, 1993 $ 0 $ 3,675 61,500 $66,884
former President 1992 350,000 27,375 31,000 7,397
and Chief Execu- 1991 437,500 45,833 0 -
tive Officer
A. Diaz, 1993 400,000 5,000 37,000 8,942
Executive Vice 1992 393,750 95,000 31,000 8,012
President, former 1991 362,500 65,000 0 -
President and
Chief Executive
Officer, (Chief
Executive Officer
of Stanhome World-
wide Direct Selling
Group)
E. Freedman, 1993 475,000 2,615,650 20,000 30,626
Executive Vice 1992 440,000 2,413,509 21,600 30,602
President 1991 440,000 2,345,521 0 -
(President of
Enesco Corpora-
tion and Chief
Executive Officer of
Enesco Worldwide
Giftware Group)
A. G. Keirstead, 1993 325,750 57,221 20,000 7,766
Executive Vice 1992 303,750 71,550 21,600 6,759
President and Chief 1991 276,250 63,050 0 -
Administrative and
Financial Officer
J. P. Smith, Jr., 1993 283,333 320,900 14,000 9,481
Executive Vice 1992 265,167 181,828 12,000 8,884
President 1991 250,583 151,156 0 -
(President of The
Hamilton Collection,
Inc. and Chief
Executive Officer
of Hamilton
Worldwide Direct
Response Group)
______________________________________________________________________
<FN>
(6)Annual compensation includes bonus compensation for the year,
whether paid in that year or in the succeeding year, under agreements with
Messrs. Seawright, Diaz, Freedman, and Smith and pursuant to the Company's
Management Incentive Plan with respect to the other Named Executive
Officers, and also includes salary compensation deferred through the
Company's Investment Savings Plan.
(7)All long term compensation awards to the Named Executive Officers
during the three-year period were made in the form of non-qualified stock
options granted under the Company's 1984 and 1991 Stock Option Plans and,
in the case of Mr. Tower in 1993, also under the Special Interim Chief
Executive Officer Stock Option Plan. No stock appreciation rights ("SARs")
were awarded either singly or in tandem with the granted options.
(8)In accordance with the transition provisions of rules of the
Securities and Exchange Commission, information with respect to fiscal year
-10-
<PAGE>
1991 is omitted. All other compensation in 1993 consisted of the following
items for: G. W. Seawright, $1,278 insurance premiums paid by the Company
with respect to term life insurance for his benefit ("Insurance Premiums")
and $29,950 retainer and meeting attendance fees for service as a non-
employee Director before his employment by the Company; H.L. Tower, $1,917
Insurance Premiums and $64,967 retainer and meeting attendance fees for
service as a non-employee Director and Chairman of the Board before and
after his brief employment by the Company; A. Diaz, $2,358 matching
contribution under the Company's 401(k) Investment Savings Plan, $500
contribution under the Company's Payroll-Based Stock Ownership Plan
("PAYSOP Contribution"), and $6,084 Insurance Premiums; E. Freedman,
$30,000 contribution under the Enesco Profit Sharing Plan, $500 PAYSOP
Contribution, and $126 Insurance Premiums; Allan G. Keirstead, $2,358
matching contribution under the Company's 401(k) Investment Savings Plan,
$500 PAYSOP Contribution, and $4,908 Insurance Premiums; and J. P. Smith,
Jr., $4,497 contribution under the Hamilton Group Profit Sharing Plan, $500
PAYSOP Contribution, and $4,484 Insurance Premiums.
</TABLE>
The following table contains information concerning individual grants
of stock options made by the Company to each of the Named Executive
Officers during the last fiscal year:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Grant Date
Individual Grants (9) Value
Number
of Sec- % of
urities Total
Under- Options Grant
lying Granted to Exercise Date
Options Employees or Base Present
Granted in Fiscal Price Expiration Value
Name (#)(10) Year ($/Sh) Date $(11)
___________________________________________________________________________
<S> <C> <C> <C> <C> <C>
G. W. Seawright 1,500 .3% $27.375 April 22, 2003 $ 9,900
100,000 20.5% 28.625 November 8, 2003 700,000
H. L. Tower 1,500 .3% 27.375 April 22, 2003 9,900
60,000 12.3% 26.875 September 8, 2003 418,800
A. Diaz 37,000 7.6% 33.25 March 2, 2003 457,690
E. Freedman 20,000 4.1% 33.25 March 2, 2003 247,400
A. G. Keirstead 20,000 4.1% 33.25 March 2, 2003 247,400
J. P. Smith, Jr. 14,000 2.9% 33.25 March 2, 2003 173,180
___________________________________________________________________________
<FN>
(9)The individual grants described herein were all made in the form
of non-qualified stock options under the Company's 1991 Stock Option Plan,
except for the grant of 60,000 non-qualified stock options to Mr. Tower
which was made under the Company's Special Interim Chief Executive Officer
Stock Option Plan. No SARs were granted by the Company during 1993.
(10)All Options granted have a ten-year term and become exercisable
in 25% annual increments on the next four consecutive anniversaries of
their date of grant, except for the grant of 60,000 non-qualified stock
-11-
<PAGE>
options to Mr. Tower, of which the 30,000 options that vested during his
tenure as interim President and Chief Executive Officer became exercisable
in full on March 10, 1994 and the other 30,000 options were forfeited as of
December 1, 1993 following his termination of employment at the Company as
interim President and Chief Executive Officer.
(11)The Company used the Black-Scholes option pricing model to
determine the present value of the options granted as of their respective
date of grant. The assumptions used relating to the expected volatility,
risk-free rate of return, dividend yield and time of exercise were as
follows: (i) volatility was calculated based on the daily change in the
Company's stock price during the 180 trading days preceding the option
grant date; (ii) risk-free rate of return was the yield as of the option
grant date on U.S. Treasury bonds maturing in ten years; (iii) dividend
yield was computed based on the then most recent four quarterly dividends
paid on Company stock divided by the Company's stock price as of the option
grant date; and (iv) time of exercise was the full term of the option
granted. There were no adjustments made in the option pricing model for
non-transferability or risk of forfeiture of the options granted.
</TABLE>
The following table sets forth information concerning the exercise of
stock options by each of the Named Executive Officers during the last
fiscal year and the value of unexercised stock options held by each of them
as of the end of the fiscal year:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
(#) ($)
___________________________________________________________________________
<S> <C> <C> <C> <C>
G. W. Seawright 0 $0 1,125/103,375 $ 188/$534,938
H. L. Tower 0 0 0/ 31,500 0/ 219,750
A. Diaz 0 0 90,950/ 72,750 567,256/ 111,969
E. Freedman 0 0 79,700/ 44,200 659,200/ 69,525
A. G. Keirstead 0 0 64,800/ 44,200 404,625/ 69,525
J. P. Smith, Jr. 0 0 65,450/ 27,150 298,469/ 38,406
___________________________________________________________________________
</TABLE>
Pension Plan. The Company maintains a Pension Plan and a
supplemental retirement plan to which it makes contributions in amounts
determined annually by independent actuaries. Except for Messrs. Freedman
and Smith, all of the Named Executive Officers are eligible to participate
in both the Pension Plan and also the supplemental retirement plan and to
receive reduced annual benefits prior to fully vesting therein in the event
-12-
<PAGE>
of death or involuntary termination without cause. Pension Plan benefit
payments are subject to a maximum allowed under Section 415 of the Internal
Revenue Code of $118,800 in 1994. For purposes of the Pension Plan, 1994
compensation in excess of $150,000 is excluded. The following table has
been prepared without regard to these limitations, however, and it includes
amounts attributable to the supplemental retirement plan in which Messrs.
Seawright, Tower, Diaz, and Keirstead participate as Executive Officers who
are also Directors:
<TABLE>
PENSION PLAN TABLE (12)
<CAPTION>
Remuneration Years of Service
_________________________________________________________________________
Final
Average
Compen-
sation 5 10 20 30 40
_________________________________________________________________________
<S> <C> <C> <C> <C> <C>
$350,000 $175,000 $175,000 $175,000 $175,000 $175,000
400,000 200,000 200,000 200,000 200,000 200,000
450,000 225,000 225,000 225,000 225,000 225,000
500,000 250,000 250,000 250,000 250,000 250,000
550,000 275,000 275,000 275,000 275,000 275,000
600,000 300,000 300,000 300,000 300,000 300,000
650,000 325,000 325,000 325,000 325,000 325,000
700,000 350,000 350,000 350,000 350,000 350,000
750,000 375,000 375,000 375,000 375,000 375,000
800,000 400,000 400,000 400,000 400,000 400,000
_________________________________________________________________________
<FN>
(12)The information contained in this Pension Plan Table pertains to
the cumulative Pension Plan and supplemental retirement plan estimated
annual benefits payable to qualified participants.
</TABLE>
For purposes of the Pension Plan and the supplemental retirement
plan, "compensation" includes total wage, salary, bonus, Company automobile
benefit, and commission payments and any amount which is contributed by the
employer pursuant to a salary reduction agreement and which is not
includible in gross income under the Internal Revenue Code, but it does not
include other payments to benefit plans or reimbursement for business
expenses. For each of the participating Named Executive Officers,
substantially all of the items of compensation covered by the Pension Plan
and the supplemental retirement plan are also included in the Summary
Compensation Table columns entitled "Salary ($)" and "Bonus ($)". The
pension benefit is based on the employee's "Final Average Compensation"
which means the highest average of annual compensation paid during any five
consecutive calendar years during the employee's last ten years of
employment. The number of credited years of service is currently as
follows for each of the Named Executive Officers (except for Mr. Tower who
retired on December 31, 1992 with 15 years of service, Mr. Freedman who
instead participates in the Enesco Profit Sharing Plan, and Mr. Smith who
instead participates in the Hamilton Group Profit Sharing Plan): Mr.
Seawright, 0; Mr. Diaz, 22; and Mr. Keirstead, 24. Both Messrs. Diaz and
Keirstead are fully vested in the Pension Plan and will become fully vested
in the supplemental retirement plan upon reaching age 55. Mr. Seawright
will become fully vested in the supplemental retirement plan upon reaching
age 57 and in the Pension Plan on November 9, 1998.
-13-
<PAGE>
The Pension Plan's portion of the estimated annual benefits shown
above is based upon an assumed normal retirement in 1994 at age 65, is
payable on a straight-life annuity basis to participants under the Pension
Plan in specified compensation and years of service classifications, and is
equal to 1 1/2% of the participant's Final Average Compensation multiplied
by his years of service up to 33 1/3 years, plus 1/2% for each Year of
Service beyond that. These benefits are reduced by a percentage of the
retired employee's primary Social Security benefit (not to exceed 50%
of that benefit) and also are offset by any benefits from Company
contributions under the Company's Profit Sharing Plan, to which Company
contributions were discontinued when the Pension Plan came into
existence on January 1, 1980. The retirement benefit is reduced in the
event of early retirement prior to age 62. The Pension Plan also provides
for a surviving spouse's benefit in the event of the death of a vested
participant. Upon his retirement on December 31, 1992, Mr. Tower elected
to receive annual benefits under the Pension Plan's 50% joint and survivor
annuity option in the amount of $71,454.
The supplemental retirement plan's portion of the estimated annual
benefits shown above is computed based upon an assumed normal retirement in
1994 at age 65 and is equal to 50% of the participant's average of annual
compensation during the five highest compensated years out of the last ten
years of his employment prior to retirement, less the following: (i)
benefits from Company contributions under the Pension Plan; (ii) benefits
from Company contributions under the Company's Profit Sharing Plan, to
which Company contributions were discontinued when the Pension Plan came
into existence on January 1, 1980; and (iii) 50% of the retired employee's
Social Security benefits. The retirement benefit is reduced in the event
of early retirement, as specified under the supplemental retirement plan,
prior to age 62. The supplemental retirement plan also includes disability
and surviving spouse's benefits as stipulated in agreements with each of
Messrs. Seawright, Diaz, and Keirstead. These agreements provide for a
monthly retirement benefit in an amount subject to the individual taking a
normal or early retirement from the Company. An early retirement for any
reason other than a discharge for cause shall subject the monthly
retirement benefit to a stipulated percentage reduction. Upon his
retirement on December 31, 1992, Mr. Tower began to receive annual benefits
under the supplemental retirement plan in the amount of $284,813 plus an
additional annual social security supplement until he reaches age 65 in the
amount of $12,792, both of which are payable as 50% joint and survivor
annuities.
Employment Contracts and Termination of Employment and Change in
Control Arrangements. Mr. Seawright, President and Chief Executive Officer
of the Company, received $72,318 for his service since November 9, 1993
based on his annual base salary of $500,000 in 1993. He also received a
signing bonus in the amount of $110,000, reimbursement of relocation
expenses, and an award of 100,000 non-qualified options to purchase Company
stock under an employment agreement which will expire in 1998. Among
standard executive officer fringe benefits, he is eligible to earn an
additional amount of up to 65% of his annual base salary by participating
in the Company's MIP program commencing in 1994, receives special medical
insurance coverage including his spouse, and has a spousal death benefit.
The Company has also entered into a retirement agreement with Mr. Seawright
which is more fully described elsewhere in this Proxy Statement.
Mr. Diaz, Executive Vice President and former President and Chief
Executive Officer of the Company, received an annual base salary of
$400,000 in 1993 and was eligible for a bonus of up to 60% of his annual
base salary under the Company's MIP program pursuant to an employment
agreement which will expire in 1998. The Company previously entered into a
supplemental retirement agreement with Mr. Diaz which is more fully
-14-
<PAGE>
described elsewhere in this Proxy Statement.
Mr. Freedman, Executive Vice President of the Company and President
and Chief Executive Officer of Enesco Corporation, received an annual base
salary of $475,000 in 1993 and was entitled to a bonus in an amount equal
to the excess of five percent of Enesco's pre-tax net income over the paid
annual base salary pursuant to an employment agreement, as amended, which
will expire in 1997. His agreement also includes a severance benefit,
payable in a lump sum cash payment within five business days of
termination, equal to approximately three times his annual base amount as
defined in Section 280G of the Internal Revenue Code if his employment
terminates within two years following a change in control of the Company
for any reason other than death, disability, retirement, or cause, or his
voluntary termination without good reason.
The Company has entered into both a supplemental retirement agreement
and a severance agreement with Mr. Keirstead, Executive Vice President of
the Company, each of which is more fully described elsewhere in this Proxy
Statement.
Mr. Smith, Executive Vice President of the Company and President and
Chief Executive Officer of The Hamilton Collection, Inc., received an
annual base salary of $283,333 in 1993 and was entitled to a bonus in an
amount equal to two and one-half percent of Hamilton's pre-tax net income
pursuant to an employment agreement, as amended, which will expire in 1996.
His agreement also includes a severance benefit, payable in a lump sum cash
payment within five business days of termination, equal to approximately
three times his annual base amount as defined in Section 280G of the
Internal Revenue Code if his employment terminates within two years
following a change in control of the Company for any reason other than
death, disability, retirement, or cause, or his voluntary termination
without good reason.
The Company has separate change in control agreements with Messrs.
Seawright, Diaz, and Keirstead under which each of these individuals is
entitled to a severance benefit, payable on or before termination for any
reason (other than death, disability, retirement, termination for
substantial cause, or voluntary termination without good reason) occurring
within two years following a change in control of the Company, equal to
three times the annual base salary rate plus bonus under the Management
Incentive Plan and to certain fringe benefits for a three-year term; in
addition, the individuals will be reimbursed for any excise or other taxes
incurred as a result of such payment. Amounts received under these
agreements with each of Messrs. Seawright and Diaz, excluding payments for
taxes, offset any payments to be made as a result of his termination of
employment under his employment agreement. Terminations in non-change in
control situations are governed by the provisions of their employment
agreements for both Messrs. Seawright and Diaz and by the Company's general
employee severance policy as confirmed by the severance agreement with Mr.
Keirstead under which he is entitled to a severance benefit, payable in a
lump sum or over a period of time following termination for any reason
(other than death, disability, retirement, or termination for substantial
cause), equal to his annual base salary for a period of between one or two
years depending on his years of service and certain fringe benefits for up
to a fifteen-month term.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, the following Directors, none of whom were then officers
or employees of the Company or any of its subsidiaries, served on the
Board's Compensation and Stock Option Committee: Ms. Verville, Mr. Cauley,
Ms. O'Brien, and Messrs. Clear, Perkins, and Seawright. Mr. Clear retired
-15-
<PAGE>
as the Chairman and a member of the Committee on March 4, 1993. Mr.
Perkins served on the Committee until April 22, 1993. Mr. Seawright
resigned from the Committee on November 9, 1993 when he became an employee
and Executive Officer of the Company. Of the Committee members, only Mr.
Perkins is a former officer of the Company or any of its subsidiaries, and
only Ms. Verville had any relationship requiring disclosure in that the
Company and its subsidiaries purchased computers and related products from
and had various maintenance and service contracts with International
Business Machines Corporation ("IBM"). Ms. Verville, a Director of the
Company, is the General Manager - IBM Education Businesses. During 1993,
IBM had worldwide sales and service payments from the Company and its
subsidiaries of $542,585.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation and Stock Option Committee of the Board of Directors. The
Committee is comprised of non-employee Directors who approve or recommend
to the Board salary and bonus amounts and other annual compensation and
long term compensation awards for the Executive Officers of the Company.
The Company's executive compensation program during 1993 had three
components which included base salary and fringe benefits, incentive bonus
opportunity, and option awards to purchase Company stock. The Committee's
compensation policies regarding these components are designed to provide a
compensation package which is targeted at the third quartile level of total
compensation for similarly situated executive officers in other U.S. public
companies of comparable size and geographic diversity as follows: base
salaries and fringe benefits are set at the annual base salary and fringe
benefit amounts of comparable executive officers; pay for performance
bonuses are determined under the Company's Management Incentive Plan
("MIP") which provides for annual incentive opportunities amounting to a
specified percentage of up to 65% of the Executive Officers' annual base
salaries and which is based on pre-selected personal performance criteria
and certain specified Company profitability and performance goals; and
options to purchase Company stock in amounts that are competitive with long
term incentive award practices of comparable U.S. public companies,
considering the amount of options that have been previously granted to each
of the Executive Officers. The options, which correlate to executive grade
levels, are granted generally on an annual basis at the then market value
of the Company's stock and are normally exercisable under a four-year
vesting schedule for a ten-year term, thus providing a direct relationship
between Executive Officers' potentially realizable long term compensation
amounts and actually recognizable increases in Stockholder value. The
Committee's compensation policies are intended to reinforce the Company's
performance-oriented compensation practices and are not limited by
potential outcomes of non-deductibility of certain compensation amounts for
federal tax purposes under the provisions of Section 162(m) of the Internal
Revenue Code, as amended, and the regulations promulgated thereunder.
Compensation for each of the Company's Executive Officers in 1993 was
determined by the foregoing program except for Mr. Seawright, who did not
participate in the MIP while he served during the last two months of the
year as President and Chief Executive Officer, Mr. Tower, who also did not
participate in the MIP nor did he receive any base salary while he served
as interim President and Chief Executive Officer from August 31, 1993 to
November 9, 1993, and Messrs. Freedman and Smith, whose annual base
salaries, fringe benefits, and bonus compensation were established in
individually negotiated employment agreements that were entered into during
the acquisitions of their respective companies, the terms of which are more
fully described elsewhere in this Proxy Statement.
-16-
<PAGE>
Compensation for Mr. Diaz, President and Chief Executive Officer of
the Company from January 1, 1993 until August 31, 1993, included his annual
base salary in the amount of $400,000. His new employment agreement
continues his annual base salary at $400,000 and a MIP target opportunity
of $240,000. Mr. Diaz did not receive any MIP bonus for 1993. The
Committee awarded Mr. Diaz a grant of 37,000 non-qualified options to
purchase Company stock in 1993. The size of the grant relative to all
other 1993 option grants made by the Committee and based upon its projected
value as of the grant date was determined to be within the guidelines which
were developed by the Committee's executive compensation consulting firm,
William M. Mercer, Incorporated. This grant becomes exercisable in 25%
annual increments over the next four years and has a term of ten years from
the date of grant.
Compensation for Mr. Tower, interim President and Chief Executive
Officer of the Company from August 31, 1993 until November 9, 1993,
consisted of 30,000 non-qualified options to purchase Company stock, which
options are vested and became exercisable in full as of March 10, 1994 with
a term of ten years from the date of grant. The size of the grant relative
to all other 1993 option grants made by the Committee and based upon its
projected value as of the grant date was determined to be within the
guidelines which were developed by William M. Mercer, Incorporated. Mr.
Tower received no other compensation from the Company for his employment
except for the normal life insurance and automobile benefits. He did
receive other compensation in 1993 in connection with his service as a non-
employee Director (from January 1, 1993 to August 31, 1993 and from
November 9, 1993 through December 31, 1993) and the Chairman of the Board
of the Company, all of which is more fully described elsewhere in this
Proxy Statement.
Compensation for Mr. Seawright, President and Chief Executive Officer
of the Company from November 9, 1993, included a pro-rated portion of his
annual base salary of $500,000, a signing bonus, and expense reimbursements
pursuant to an employment agreement which is more fully described elsewhere
in this Proxy Statement. Mr. Seawright was not eligible for any MIP bonus
during 1993. Upon his election to office in November 1993, the Committee
awarded Mr. Seawright a grant of 100,000 non-qualified options to purchase
Company stock. The size of the grant relative to all other 1993 option
grants made by the Committee and based upon its projected value as of the
grant date was determined to be within the guidelines which were developed
by William M. Mercer, Incorporated. This grant becomes exercisable in 25%
annual increments over the next four years and has a term of ten years from
the date of grant. Mr. Seawright also received other compensation in 1993
in connection with his service as a non-employee Director of the Company
(from January 1, 1993 to November 9, 1993), all of which is more fully
described elsewhere in this Proxy Statement.
The Compensation and Stock Option Committee:
A. L. Verville (Chairman) J. F. Cauley A. O'Brien
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
THE STANDARD & POOR'S ("S&P") MIDCAP 400 INDEX, AND THE S&P MIDCAP 400
CONSUMER PRODUCTS INDEX (13)
-17-
<PAGE>
<TABLE>
<CAPTION>
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
<S> <C> <C> <C> <C> <C> <C>
STANHOME
INC. $100.00 $144.50 $193.46 $217.37 $210.00 $211.48
S&P
MIDCAP
400 100.00 135.54 128.61 193.03 216.03 246.17
S&P
MIDCAP 400
CONSUMER
PRODUCTS 100.00 130.95 141.42 208.72 206.98 196.74
________________________________________________________________________________
-18-
<PAGE>
<FN>
(13)This graphic presentation assumes one-time $100 investments in
Stanhome's Common Stock and in market capital base-weighted amounts
apportioned among all the companies whose equity securities constitute each
of the two above named board equity market indices made as of the market
close on the last trading day in 1988 and the automatic reinvestment of
dividends, if any, into additional shares of the same class of equity
securities constituting such investments at the frequency with which
dividends were paid on such securities during the applicable fiscal years.
The Company did not reselect the S&P 500 Consumers' Goods Index because S&P
could not provide comparable cumulative total return information, assuming
reinvestment of dividends, for that index during the requisite measurement
period. Without taking dividend reinvestment into account, the S&P 500
Consumers' Goods Index has the following cumulative return information
based upon an initial $100 investment on December 31, 1988: 12/31/89
$132.08; 12/31/90 $135.25; 12/31/91 $192.63; 12/31/92 $195.00; and 12/31/93
$193.27. (Sources: New York Stock Exchange Composite Tape and Standard &
Poor's Compustat.)
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Freedman, Executive Vice President of the Company and President
and Chief Executive Officer of Enesco Corporation, has a minor indirect
ownership interest in Cermex, Ltd., a supplier of ceramic giftware, which
had sales to Enesco in 1993 of $1,095,122.
Mr. Smith, Executive Vice President of the Company and President and
Chief Executive Officer of The Hamilton Collection, Inc., has a 33% direct
ownership interest in HGL Properties, Inc. which leases warehouse, office,
and parking space to The Hamilton Collection, Inc. During 1993, Hamilton's
payments to HGL for base rent, operating costs, and real estate taxes under
the leases totaled $719,345. Under the amended lease agreements which
expire on December 31, 1999, a combined annual base rental of $582,075
(plus operating costs and real estate taxes) is to be paid in periodic
installments.
In 1994 the Company will pay $3,006,127 to Mr. Smith, Executive Vice
President of the Company and President and Chief Executive Officer of The
Hamilton Collection, Inc., as the final installment of its 1989 stock
purchase of The Hamilton Group Limited, Inc., in which Mr. Smith had a
direct ownership interest of 33%. The total purchase price paid by the
Company for Hamilton was determined by the Board based on its valuation of
the assets of Hamilton and approximates $28,797,000.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. has been engaged by the Company as independent
public accountants since 1971. As recommended by its Audit Committee, the
Board has appointed that firm as independent accountants for the Company
for 1994 subject to ratification by the Stockholders. The treatment and
effect of abstentions and broker non-votes will be as specified in the
Election of Directors section of this Proxy Statement. It is intended that
Proxies of Stockholders containing no designation to the contrary will be
voted for the appointment of that firm. Representatives of Arthur Andersen
& Co. are expected to attend the Annual Meeting and will be available to
respond to appropriate questions and to make a statement if they so desire.
AMENDMENT AND RESTATEMENT OF BY-LAWS INDEMNIFICATION PROVISION
On January 26, 1993, the Board unanimously voted to amend and restate
Article V of the By-Laws of the Company to conform more closely to current
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<PAGE>
Massachusetts law. Adoption of the amendment and restatement of the
Company's By-Laws provision regarding indemnification of Officers and
Directors requires a Stockholder vote as set forth below.
Indemnification Amendment
The Board has approved, subject to approval by the Stockholders, a
new Article V of the Company's By-Laws (the "Indemnification Amendment")
which provides as follows:
ARTICLE V
INDEMNIFICATION
In order to induce directors, officers, employees and other
agents of the Corporation to serve as such and as partial
consideration for such service, the Corporation shall, to the fullest
extent and under the circumstances permitted by Massachusetts law, as
amended from time to time, indemnify any person serving or who has
served as a director or officer of the Corporation or a President or
Vice President of any division of the Corporation or any person
serving or who has served at the Corporation's request (1) as
director or officer of a direct or indirect subsidiary of the
Corporation or another organization or (2) in any capacity with
respect to any employee benefit plan of the Corporation, and the
Board of Directors may, to the extent legally permissible, indemnify
any person serving or who has served as an employee or other agent of
the Corporation or as an employee or other agent or in any capacity
with respect to any employee benefit plan of a direct or indirect
subsidiary of the Corporation or another organization, against all
liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees,
reasonably incurred by him or her in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, in which he or she may be involved or with which he or she
may be threatened, while serving or thereafter, by reason of his or
her being or having been such a director, officer, trustee, partner,
person serving with respect to an employee benefit plan, employee or
agent, except (unless otherwise permitted by Massachusetts law) with
respect to any matter as to which he or she shall have been
adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Corporation or, to the extent such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Expenses, including without limitation counsel fees, reasonably
incurred by any such director, officer, person serving with respect
to any employee benefit plan, employee or agent in connection with
the defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the Corporation in
advance of the final disposition thereof upon receipt of an
undertaking by such individual to repay the amounts so paid to the
Corporation if it shall be adjudicated that indemnification for such
expenses is not authorized under this Article. The right of
indemnification hereby provided shall not be exclusive of or affect
any other rights to which any such director, officer, person serving
with respect to any employee benefit plan, employee or agent may be
entitled. Nothing contained in this Article shall affect any other
rights to indemnification to which such directors, officers, persons
serving with respect to an employee benefit plan, employees or agents
may be entitled by contract or otherwise under law. The Board of
Directors is authorized to enter into agreements regarding
indemnification which are not inconsistent with the provisions
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<PAGE>
of this Article.
The purpose of the Indemnification Amendment is to conform Article V
of the Company's By-Laws more closely to the indemnification authorized by
Section 67 of the Massachusetts Business Corporation Law and to provide
indemnification protection to the specified individuals to the fullest
extent currently permitted under the Massachusetts Business Corporation
Law.
While Article 6E of the Restated Articles of Organization of the
Company, as amended, currently limits the monetary liability of Directors
to the Company and the Stockholders for certain actions, neither the
Company nor its Directors have any control over the initiation of
litigation or other legal proceedings by parties other than the Company, or
the scope of claims which may be made therein. Liability for certain types
of claims by the Company or the Stockholders is not currently limited by
Article 6E, and any liabilities imposed upon Officers and certain other
persons serving at the Company's request (as opposed to Directors) are not
in any circumstances currently affected by Article 6E. Moreover, the
current indemnification provisions in Article V of the By-Laws do not
extend their protection to certain persons serving at the Company's request
as directors and officers of Company subsidiaries or other organizations or
serving in any capacity with respect to an employee benefit plan of the
Company.
The Company believes that the Indemnification Amendment is important
to induce Directors, Officers and specified employees and other agents of
the Company to serve as such and to enable such persons to exercise their
independent business judgment without excessive concern for the costs and
liabilities associated with possible litigation. To date the Company has
not experienced any difficulties in attracting or retaining Directors and
Officers. Neither the Company nor its Directors are aware of any pending
or threatened litigation which might result in any claims for
indemnification under the Indemnification Amendment. The Stockholders'
approval of the Indemnification Amendment requires the affirmative vote of
the holders of a majority of the Common Stock present in person or
represented by Proxy at the Annual Meeting at which there is a quorum. The
treatment and effect of abstentions and broker non-votes will be as
specified in the Election of Directors section of this Proxy Statement.
The Board believes that the Indemnification Amendment is in the best
interests of the Company and the Stockholders and recommends a vote FOR the
approval of the Indemnification Amendment.
It is intended that Proxies of Stockholders containing no designation
to the contrary will be voted for the approval of the Indemnification
Amendment.
PROPOSALS OF SECURITY HOLDERS
Pursuant to rules of the Securities and Exchange Commission, a
Stockholder owning of record or being the beneficial owner of at least
$1,000 in market value of the Common Stock of the Company may present a
proposal to be voted on at the 1995 annual meeting of Stockholders; and,
provided such proposal meets all of the requirements of the rules and is
received by the Company on or before November 18, 1994, it will be included
in the proxy statement and form of proxy relating to such meeting.
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the
Notice. The Board does not know of any matter for action by the
Stockholders at the meeting other than the matters described in the Notice.
However, the enclosed Proxy confers discretionary authority with respect to
matters which are not known to the Board at the date of printing hereof and
which may properly come before the meeting. It is the intention of the
persons named in the Proxy to
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<PAGE>
vote the Proxy in accordance with their best judgment on any such matter.
The Company files an Annual Report on Form 10-K with the Securities
and Exchange Commission. Stockholders may obtain a copy of the Annual
Report for the fiscal year ended December 31, 1993 without charge by
writing to the Clerk of the Company at 333 Western Avenue, Westfield,
Massachusetts 01085.
By order of the Board of Directors,
STANHOME INC.
BRUCE H. WYATT
Clerk
March 18, 1994
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<PAGE>
PROXY STANHOME INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having read the Notice of Annual Meeting of
Stockholders and Proxy Statement dated March 18, 1994, receipt of which is
hereby acknowledged, does hereby appoint and constitute H.L. TOWER, G.
WILLIAM SEAWRIGHT, and BRUCE H. WYATT, and each or any of them the
attorneys and proxies of the undersigned, with power of substitution to
each, for and in the name of the undersigned to vote and act at the Annual
Meeting of Stockholders of Stanhome Inc. to be held at the principal
executive offices of the Company at 333 Western Avenue, Westfield,
Massachusetts, on Thursday, April 28, 1994 at 10:00 a.m. and at any
postponement or adjournment thereof, with respect to all shares of Common
Stock, par value $.125 per share, together with associated common stock
purchase rights of said Company, standing in the name of the undersigned or
with respect to which the undersigned is entitled to vote or act, with all
the powers that the undersigned would possess if personally present and
acting, as follows:
(Continued and to be signed and dated on the reverse)
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<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED BUT IN THE ABSENCE OF SUCH DIRECTION,
IT WILL BE VOTED FOR ITEMS 1, 2, AND 3 BELOW.
I plan to attend the meeting.
______
______
1. To elect Janet M. Clarke, Alejandro Diaz, Allan G. Keirstead, and Alla
O'Brien as Class II Directors for a three-year term. If any of such
nominees should be unavailable, the proxies or any of them may vote for
substitute nominee(s) at their discretion.
FOR all TO WITHHOLD (INSTRUCTION: To
nominees listed authority to withhold authority to
above (except vote for all vote for one or more
as marked to nominees listed individual nominees,
the contrary) above write the nominee's
name in the space
provided below.)
______ ______
______ ______ ______________________
2. To ratify the appointment by the Board of Directors of Arthur
Andersen & Co. as independent accountants for 1994.
FOR AGAINST ABSTAIN
______ ______ ______
______ ______ ______
3. To approve the amendment and restatement of the indemnification
provision of the By-Laws of Stanhome Inc.
FOR AGAINST ABSTAIN
______ ______ ______
______ ______ ______
4. To transact such other business as may properly come before the
meeting and any postponement or adjournment thereof.
_________________________
_________________________
Please sign above exactly as
name(s) appear(s) hereon.
(When signing as attorney,
executor, administrator,
trustee, guardian, etc. give
title as such. If joint
account, each joint owner
should sign.)
__________________________, 1994
(Please date)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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