<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11 or
Section 240.14a-12
STANHOME INC.
___________________________________________________________
(Name of Registrant as Specified In Its Charter)
___________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
______________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________
1Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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.
<PAGE>
1) Amount Previously Paid:
______________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________
3) Filing Party:
______________________________________________________
4) Date Filed:
______________________________________________________
<PAGE>
STANHOME INC.
333 WESTERN AVENUE
WESTFIELD, MASSACHUSETTS 01085
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 27, 1995
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 27, 1995, for the following purposes:
1. To elect four Class III Directors for a three-year term.
2. To ratify the appointment by the Board of Directors of Arthur
Andersen LLP as independent accountants for 1995.
3. To take action with respect to the proposed Stanhome Inc. Non-
Employee Director Stock Plan.
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, 1995
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 17, 1995
________________________________________
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.
-1-
<PAGE>
STANHOME INC.
PROXY STATEMENT
March 17, 1995
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors for use
at the Annual Meeting of Stockholders of Stanhome Inc. (the "Company") to
be held at 10:00 a.m. on Thursday, April 27, 1995, 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 1995 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 17, 1995 to each Stockholder of record as of the close of business on
March 1, 1995.
ANNUAL REPORT
The Annual Report to Stockholders of the Company for the year ended
December 31, 1994, including the financial statements for the 1994 fiscal
year, is to be accompanied by this Proxy Statement and mailed on or about
March 17, l995 to each Stockholder of record as of the close of business on
March 1, 1995.
-2-
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 1, 1995, there were outstanding 18,971,780 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, 1994 were as follows:
<TABLE>
<CAPTION>
Amount and
nature of
Title of Name and address of beneficial Percent of
Class beneficial owner ownership (1) Class
<S> <C> <C> <C>
Common Stock Ariel Capital Management, 1,839,934 shares 9.61%
Inc. owned directly
307 North Michigan Avenue
Chicago, IL 60601
Common Stock Mitchell Hutchins 1,584,200 shares 8.27%
Institutional Investors owned directly
Inc.
1285 Avenue of the Americas
New York, NY 10019
</TABLE>
Management of the Company beneficially owned, as of January 31, 1995,
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. 4,950 shares owned directly --
and 0 shares owned indirectly
Common Stock Janet M. Clarke 725 shares owned directly --
and 0 shares owned indirectly
Common Stock Alejandro Diaz 231,093 shares owned directly 1.22%
and 4,075 shares owned
indirectly (4)
Common Stock Charles W. Elliott 1,000 shares owned directly --
and 0 shares owned indirectly
Common Stock Judith R. Haberkorn 1,225 shares owned directly and --
0 shares owned indirectly
Common Stock Thomas R. Horton 3,950 shares owned directly --
and 0 shares owned indirectly
Common Stock Allan G. Keirstead 151,094 shares owned directly --
and 1,149 shares owned
indirectly
-3-
<PAGE>
Common Stock Homer G. Perkins 21,420 shares owned directly --
and 94,000 shares owned
indirectly (5)
Common Stock G. William Seawright 57,175 shares owned directly --
and 14 shares owned indirectly
Common Stock H. L. Tower 109,034 shares owned directly --
and 0 shares owned indirectly
Common Stock Anne-Lee Verville 2,350 shares owned directly and --
0 shares owned indirectly
Common Stock Eugene Freedman 150,984 shares owned directly --
and 40,406 shares owned
indirectly (6)
Common Stock James P. Smith, Jr. 93,023 shares owned directly
and 45 shares owned indirectly --
Common Stock All Directors and 967,906 shares owned directly 5.63%
Executive Officers and 148,386 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, 1995, or within 60 days thereafter, including as follows: Mr.
Cauley (3,750 shares), Ms. Clarke (375 shares), Messrs. Diaz (146,950
shares), Elliott (0 shares), Ms. Haberkorn (1,125 shares), Messrs. Horton
(3,750 shares), Keirstead (104,100 shares), Perkins (3,750 shares),
Seawright (56,875 shares), and Tower (31,125 shares), Ms. Verville (2,250
shares), Messrs. Freedman (119,250 shares), and Smith (92,023 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.
(6)Includes 35,000 shares of Common Stock owned by the Eugene
Freedman Family Limited Partnership, of which Mr. Freedman is the General
Partner, and 5,000 shares owned by the Eugene Freedman Family Foundation,
of which Mr. Freedman is an officer and a director. Mr. Freedman shares
voting and investment power over these shares and disclaims any beneficial
-4-
<PAGE>
interest in all such shares except to the extent of his beneficial interest
in the Limited Partnership and the Foundation.
</TABLE>
ELECTION OF DIRECTORS
Effective as of the Annual Meeting, the Board of Directors of the
Company (the "Board") consists of ten 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 III
Directors, Messrs. John F. Cauley, Jr., Homer G. Perkins, G. William
Seawright, and Ms. Anne-Lee Verville, expires at the Annual Meeting. The
Board proposes their election for a three-year term expiring at the annual
meeting of Stockholders in April 1998. 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.
Perkins who is not subject to this policy. On March 2, 1995, Ms. Alla
O'Brien retired from the Board in accordance with this policy. In
addition, on January 16, 1995, Mr. Diaz resigned from the Board. Mr.
Elliott has been elected by the Board as a Class II Director to fill one of
the vacancies created by the resignations of Mr. Diaz and Ms. O'Brien. The
Board chose to decrease the number of Directors from eleven to ten
effective as of the Annual Meeting.
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 III
John F. Cauley, Jr. (62) Retired as President of 1998
Director since 1987 Friendly Ice Cream Corporation,
a subsidiary of Tennessee
-5-
<PAGE>
Restaurant Company, Memphis,
TN in 1989.
Homer G. Perkins (78) Retired as Chairman of the 1998
Director since 1954 Board of the Company in
1982. Also, Director of The
Frank Stanley Beveridge
Foundation, Inc.
G. William Seawright (53) President and Chief Executive 1998
Director since 1990 Officer of the Company since
November 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 (49) General Manager - IBM Education 1998
Director since 1991 Businesses of International
Business Machines Corporation
("IBM"), White Plains, NY since 1994.
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.
INCUMBENT DIRECTORS
CLASS I
Judith R. Haberkorn (48) Vice President, Individual 1996
Director since 1993 Communication Services, NYNEX
Corporation, New York, NY since
1995. Formerly Vice President -
Consumer Markets, NYNEX Corporation,
New York, NY since 1994; 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 (68) 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.
-6-
<PAGE>
H. L. Tower (62) 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.
CLASS II
Janet M. Clarke (42) Senior Vice President, Digital 1997
Director since 1994 Division - Information Services Group,
R.R. Donnelley & Sons Company
("Donnelley"), New York, NY since
1994. Formerly Senior Vice President,
Manufacturing - Financial Printing
Services Group since 1992; and Senior
Vice President and Vice President -
Documentation Services Group of
Donnelley since 1990 and 1988,
respectively. Also, Director of Cox
Communications, Inc., Atlanta, GA.
Charles W. Elliott (63) Executive Vice President - 1997
Director since 1995 Administration, Chief Financial
Officer, Kellogg Company, Battle
Creek, MI since 1987 and 1988,
respectively. Also, Director of
Kellogg Company, Battle Creek, MI,
EMPHESYS Financial Group, Inc.,
Green Bay, WI, and Ambassador Funds,
Detroit, MI.
Allan G. Keirstead (50) Executive Vice President 1997
Director since 1985 and Chief Administrative and
Financial Officer of the Company
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.
-7-
<PAGE>
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.
The Board has also adopted a Non-employee Director Stock Plan,
subject to the Stockholders' approval, under which an annual grant of 200
shares of the Common Stock would be made as of the day following each of
the next five annual meetings of Stockholders beginning in 1995 to each
then serving non-employee Director. The terms of the proposed Non-employee
Director Stock Plan are more fully described elsewhere in this Proxy
Statement.
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.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees
The Audit Committee comprised now of Mr. Cauley (Chairman), Ms.
Clarke, Mr. Elliott, Ms. Haberkorn, Messrs. Horton, Perkins, and Tower, and
Ms. Verville held three meetings during 1994. Ms. O'Brien formerly served
on this Committee until March 2, 1995. 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), Messrs. Cauley, Elliott, and Perkins held five
-8-
<PAGE>
meetings during 1994. Ms. O'Brien formerly served on this Committee until
March 2, 1995. 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, 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, and, if the Stockholders approve, will
administer the Non-employee Director Stock Plan to be voted upon at the
Annual Meeting.
The Organization Committee comprised now of Mr. Horton (Chairman),
Ms. Clarke, Ms. Haberkorn, and Mr. Tower held six meetings during 1994.
Mr. Perkins formerly served on this Committee until April 28, 1994. Ms.
O'Brien formerly served on this Committee until March 2, 1995. 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 the 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
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 two special meetings during 1994.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December
31, 1994, 1993, and 1992, the cash compensation paid by the Company and its
subsidiaries, as well as all other plan and non-plan compensation awarded
-9-
<PAGE>
to, earned by, or paid to the 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 1994 (all five 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 (7) Awards (8)
Securities
Name Under-
and lying All Other
Principal Options Compensa-
Position Year Salary($) Bonus($) (#) tion($)(9)
<S> <C> <C> <C> <C> <C>
G. W. Seawright, 1994 $500,000 $ 387,982 114,000 $11,977
President and 1993 72,318 117,123 101,500 31,228
Chief Executive 1992 0 0 1,500 29,400
Officer
A. Diaz, 1994 400,000 53,000 38,000 8,084
Executive Vice 1993 400,000 5,000 37,000 8,942
President, (Chief 1992 393,750 95,000 31,000 8,012
Executive Officer
of Stanhome World-
wide Direct Selling
Group)
E. Freedman, 1994 475,000 3,472,050 43,000 30,626
Executive Vice 1993 475,000 2,615,650 20,000 30,626
President 1992 440,000 2,413,509 21,600 30,602
(President of
Enesco Corpora-
tion and Chief
Executive Officer of
Enesco Worldwide
Giftware Group)
A. G. Keirstead, 1994 331,000 161,695 42,000 6,991
Executive Vice 1993 325,750 57,221 20,000 7,766
President and Chief 1992 303,750 71,550 21,600 6,759
Administrative and
Financial Officer
J. P. Smith, Jr., 1994 317,500 218,218 42,000 5,984
Executive Vice 1993 283,333 320,900 14,000 9,481
President 1992 265,167 181,828 12,000 8,884
(President of The
Hamilton Collection,
Inc. and Chief
Executive Officer
of Hamilton
Worldwide Direct
Response Group)
______________________________________________________________________
<FN>
(7)Annual compensation includes bonus compensation for the year,
-10-
<PAGE>
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 Mr. Keirstead, and, except for
Mr. Freedman, also includes salary compensation deferred through the
Company's Investment Savings Plan and Supplemental Investment Savings Plan
or, for Mr. Smith, the Hamilton Group Investment Savings Plan and
Supplemental Investment Savings Plan.
(8)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 1991 Stock Option Plan. No stock
appreciation rights ("SARs") were awarded either singly or in tandem with
the granted options.
(9)All other compensation in 1994 consisted of the following items
for: G. W. Seawright, $434 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 $11,043
insurance premiums paid by the Company with respect to term life insurance
for his benefit ("Insurance Premiums"); A. Diaz, $1,500 matching
contribution under the Company's 401(k) Investment Savings Plan, $500
PAYSOP Contribution, and $6,084 Insurance Premiums; E. Freedman, $22,500
contribution under the Enesco Profit Sharing Plan and $7,500 contribution
under the Enesco Supplemental Profit Sharing Plan, $500 PAYSOP
Contribution, and $126 Insurance Premiums; Allan G. Keirstead, $1,500
matching contribution under the Company's 401(k) Investment Savings Plan,
$500 PAYSOP Contribution, and $4,991 Insurance Premiums; and J. P. Smith,
Jr., $4,620 matching contribution under the Hamilton Group Investment
Savings Plan, $500 PAYSOP Contribution, and $864 Insurance Premiums.
</TABLE>
The following table contains information concerning individual grants
of stock options made by the Company to each of the Named Executive
Officers during the last fiscal year:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Grant Date
Individual Grants (10) Value
Number
of Sec- % of
urities Total
Under- Options Grant
lying Granted to Exercise Date
Options Employees or Base Present
Granted in Fiscal Price Expiration Value
Name (#)(11) Year ($/Sh) Date $(12)
___________________________________________________________________________
<S> <C> <C> <C> <C> <C>
G. W. Seawright 114,000 15.6% $35.50 March 1, 2004 $1,124,040
A. Diaz 38,000 5.2% 35.50 March 1, 2004 374,680
E. Freedman 43,000 5.9% 35.50 March 1, 2004 423,980
A. G. Keirstead 42,000 5.7% 35.50 March 1, 2004 414,120
-11-
<PAGE>
J. P. Smith, Jr. 42,000 5.7% 35.50 March 1, 2004 414,120
___________________________________________________________________________
<FN>
(10)The individual grants described herein were all made in the form
of non-qualified stock options under the Company's 1991 Stock Option Plan.
No SARs were granted by the Company during 1994.
(11)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.
(12)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 250 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 27,250/191,250 $ 76,594/$229,781
A. Diaz 0 0 120,450/ 81,250 436,900/ 0
E. Freedman 0 0 98,100/ 68,800 528,350/ 0
A. G. Keirstead 0 0 83,200/ 67,800 307,300/ 0
J. P. Smith, Jr. 1,077 9,962 75,023/ 58,500 171,794/ 0
___________________________________________________________________________
</TABLE>
-12-
<PAGE>
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
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 $120,000 in 1995. For purposes of the Pension Plan, 1995
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, Diaz, and Keirstead participate as Executive Officers who are
also Directors:
<TABLE>
PENSION PLAN TABLE (13)
<CAPTION>
Remuneration Years of Service
_________________________________________________________________________________
Final
Average
Compen-
sation 5 10 15 20 25 30 35 40
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 350,000 $175,000 $175,000 $175,000 $175,000 $175,000 $175,000 $175,000 $175,000
400,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000
450,000 225,000 225,000 225,000 225,000 225,000 225,000 225,000 225,000
500,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000
550,000 275,000 275,000 275,000 275,000 275,000 275,000 275,000 275,000
600,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000
650,000 325,000 325,000 325,000 325,000 325,000 325,000 325,000 325,000
700,000 350,000 350,000 350,000 350,000 350,000 350,000 350,000 350,000
750,000 375,000 375,000 375,000 375,000 375,000 375,000 375,000 375,000
800,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000
850,000 425,000 425,000 425,000 425,000 425,000 425,000 425,000 425,000
900,000 450,000 450,000 450,000 450,000 450,000 450,000 450,000 450,000
950,000 475,000 475,000 475,000 475,000 475,000 475,000 475,000 475,000
1,000,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000
___________________________________________________________________________________
<FN>
(13)The information contained in this Pension Plan Table pertains to
the cumulative Pension Plan and supplemental retirement plan estimated annual
benefits payable to qualified participants.
</TABLE>
For purposes of the Pension Plan and the supplemental retirement
plan, "compensation" includes total wage, salary, bonus, Company automobile
benefit, and commission payments and any amount which is contributed by the
employer pursuant to a salary reduction agreement and which is not
includible in gross income under the Internal Revenue Code, but it does not
include other payments to benefit plans or reimbursement for business
expenses. For each of the participating Named Executive Officers,
substantially all of the items of compensation covered by the
-13-
<PAGE>
Pension Plan and the supplemental retirement plan are also included in the
Summary Compensation Table columns entitled "Salary ($)" 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. Diaz who
resigned his employment effective March 5, 1995 with 23 years of service,
Mr. Freedman who instead participates in the Enesco Profit Sharing Plan and
Supplemental Profit Sharing Plan, and Mr. Smith who instead participates in
the Hamilton Group Investment Savings Plan and Supplemental Investment
Savings Plan): Mr. Seawright, 1; and Mr. Keirstead, 25. Both Messrs. Diaz
and Keirstead are fully vested in the Pension Plan and Mr. Keirstead 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.
The Pension Plan's portion of the estimated annual benefits shown
above is based upon an assumed normal retirement in 1995 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 resignation effective March 5, 1995, Mr. Diaz became
entitled to receive annual benefits under the Pension Plan upon reaching
age 55 in the amount of $44,079.
The supplemental retirement plan's portion of the estimated annual
benefits shown above is computed based upon an assumed normal retirement in
1995 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
resignation effective March
-14-
<PAGE>
5, 1995, Mr. Diaz became entitled to receive annual benefits under the
supplemental retirement plan upon reaching age 55 in the amount of $127,158
plus an additional annual Social Security supplement until he reaches age
66 in the amount of $14,028, 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 his annual base salary of $500,000 in 1994 and was
eligible for a bonus of up to 65% of his annual base salary under the
Company's Management Incentive Plan ("MIP") program pursuant to an
employment agreement which will expire in 1998. Among standard executive
officer fringe benefits, he is eligible to receive 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 of the Company, received an annual
base salary of $400,000 in 1994 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 expires in 1998. Mr. Diaz resigned under this
agreement effective March 5, 1995. The Company previously entered into a
supplemental retirement agreement with Mr. Diaz which is more fully
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 1994 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 $320,000 in 1994 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
-15-
<PAGE>
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 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 MIP program 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. The type of events constituting a change in control include those
that require reporting under Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended, and
certain other events specified in the change in control agreements.
Amounts received under this agreement with Mr. Seawright, 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 each of Messrs. Seawright, Diaz, Freedman, and
Smith 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 1994, 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 Mr. Perkins. 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 1994, IBM had
worldwide sales and service payments from the Company and its subsidiaries
of $658,554.
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 1994 had three
-16-
<PAGE>
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 a comparator
group of other U.S. companies of comparable size and geographic diversity.
The comparator group used in establishing the Company's compensation levels
is composed of companies that participate in two well established and
nationally recognized annual executive compensation surveys. They are the
"Towers Perrin Executive Compensation Survey" and the "Management
Compensation Services Project 777 Executive Compensation Study". These
surveys include some of the companies included in the S&P 400 Midcap
Consumer Products Index shown in the Performance Graph. The Committee
believes that evaluating data from the broad group of companies and
industries represented in these two surveys is important in establishing
the true market for executive talent. To compete effectively in this
market, the Company must be aware of compensation levels in various
industries and companies of all sizes and does not limit its analysis to
the S&P 400 Midcap Consumer Products Index.
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") program 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. Options to purchase Company stock are granted in
amounts that are competitive with long term incentive award practices of
comparable U.S. 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 1994 was
determined by the foregoing program except for 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.
Compensation for Mr. Seawright, President and Chief Executive Officer
of the Company, in 1994 included his annual base salary in the amount of
$500,000. His employment agreement provides that his annual
-17-
<PAGE>
base salary is subject to increases from time to time at the discretion of
the Board of Directors. His 1994 MIP target opportunity of $325,000 was
based 40% upon achieving certain specified personal performance objectives
relating to strategic and financial goals and 60% upon achieving specified
financial objectives of the Company, including dollar sales volume,
operating income, earnings per share, and return on equity. As a result of
his personal performance criteria achievements and the Company's financial
results, Mr. Seawright earned an MIP bonus of $341,900. In 1994 the
Committee awarded Mr. Seawright a grant of 114,000 non-qualified options to
purchase Company stock. The size of the grant relative to all other 1994
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.
The Compensation and Stock Option Committee:
A. L. Verville (Chairman)(14) J. F. Cauley C. W. Elliott H. G. Perkins
__________________________________________________________________________
[FN]
(14)Ms. O'Brien retired as a member of the Committee on March 2,
1995.
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 (15)
<TABLE>
<CAPTION>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
STANHOME
INC. $100.00 $133.89 $150.43 $145.33 $146.36 $140.89
S&P
MIDCAP
400 $100.00 $94.88 $142.42 $159.38 $181.62 $175.11
S&P
MIDCAP 400
CONSUMER
PRODUCTS $100.00 $107.99 $159.39 $158.06 $150.24 $116.45
________________________________________________________________________________
<FN>
(15)This graphic presentation assumes one-time $100 investments in
the Company'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 1989 and the automatic
-18-
<PAGE>
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. (Sources: New York Stock Exchange Composite Tape and Standard &
Poor's Compustat, a division of McGraw-Hill.)
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and its subsidiaries purchased financial printing
services and related products from R.R. Donnelley & Sons Company
("Donnelley") whose Senior Vice President, Digital Division - Information
Services Group, Ms. Clarke, is a Director of the Company. During 1994,
Donnelley had worldwide sales and service payments from the Company and its
subsidiaries of $124,896.
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 1994, Hamilton's
payments to HGL for base rent, operating costs, and real estate taxes under
the leases totaled $791,679. 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 paid $2,850,086 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 LLP 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 1995 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
LLP 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.
PROPOSAL TO APPROVE THE STANHOME INC. NON-EMPLOYEE DIRECTOR STOCK PLAN
At a meeting held on December 7, 1994, the Company's Board of
Directors adopted the Stanhome Inc. Non-employee Director Stock Plan (the
"Stock Plan") and authorized the officers to implement it, subject to the
approval of the Stockholders. The Board believes that the adoption of the
Stock Plan will promote the success and enhance the
-19-
<PAGE>
value of the Company by (i) strengthening the Company's ability to attract
and retain the services of experienced and knowledgeable persons as
Directors of the Company, and (ii) linking the personal interest of
Directors to those of the Stockholders. The Stock Plan, if approved by
Stockholders, will have an effective date of December 7, 1994.
The Compensation and Stock Option Committee will administer the Stock
Plan which provides for annual grants of 200 shares of the Company's Common
Stock to each Non-employee Director as part of the annual remuneration paid
to the Non-employee Directors for their services to the Company. The total
number of shares of Common Stock available for grants under the Stock Plan
is 15,000. The following summary of the Stock Plan is qualified in its
entirety by reference to the Stock Plan, the full text of which is included
at the end of this Proxy Statement as Appendix A.
SUMMARY OF PLAN BENEFITS
Commencing in 1995, on the day following the Annual Meeting of
Stockholders for each of the next five years, each person serving as a
Director of the Company on that date, who is not also an employee of the
Company, will automatically be granted 200 shares of the Company's Common
Stock. Each grant of Common Stock made under the Stock Plan may not be
sold or otherwise transferred until at least six months after the date of
grant. The following table shows the grants that will be made on April 28,
1995 under the Stock Plan assuming that the Stock Plan is approved by the
Stockholders and that the current make up of the Board does not change:
</TABLE>
<TABLE>
NEW PLAN BENEFITS
Stanhome Inc. Non-Employee Director Stock Plan
<CAPTION>
Name and Position Dollar Value ($)(16) Number of Units (17)
________________________________________________________________________
<S> <C> <C>
G. W. Seawright, $0 0
President and Chief Executive Officer
A. Diaz, 0 0
Executive Vice President
E. Freedman, 0 0
Executive Vice President
A. G. Keirstead, 0 0
Executive Vice President and
Chief Administrative and Financial Officer
J. P. Smith, Jr., 0 0
Executive Vice President
Executive Officers as a Group (10 total) 0 0
-20-
<PAGE>
Directors who are not Executive Officers 44,800 1,600
(8 total)
Non-Executive Officer employees as a Group 0 0
________________________________________________________________________
<FN>
(16)Based upon the closing price of a share of Common Stock on
February 28, 1995 ($28.00). Actual dollar value will be determined by
using the closing price for a share of Common Stock on the date of grant.
(17)These individuals and Groups showing 0 as the number of shares of
Common Stock granted are not participants in the Stock Plan, but they are
required by Securities and Exchange Commission rules to be listed in the
table.
</TABLE>
The Stockholders' approval of the Stock Plan 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 Stock Plan is in the best interests of the
Company and the Stockholders and recommends a vote FOR the approval of the
Stock Plan.
It is intended that Proxies of the Stockholders containing no
designation to the contrary will be voted for the approval of the Stock
Plan.
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 1996 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, 1995, 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 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
-21-
<PAGE>
the Annual Report for the fiscal year ended December 31, 1994 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 17, 1995
-22-
<PAGE>
Appendix A
STANHOME INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purpose.
1.1 The Stanhome Inc. Non-Employee Director Stock Plan is intended
to increase the proprietary interest of non-employee members of the Board
of Directors of Stanhome Inc. by providing further opportunity for
ownership of the Company's common stock. By means of such increased
proprietary interest, the Plan is intended to enhance their incentive to
contribute to the success of the Company's business.
1.2 The Plan is intended to comply with Rule 16b-3 and shall be
interpreted in a manner consistent with the requirements thereof, as now or
hereafter construed, interpreted and applied by regulations, rulings and
cases. In particular, the provisions of Article 4 hereof are intended to
comply with the "formula plan" requirements of Rule 16b-3 and such Article
shall be construed so as to comply.
2. Definitions.
As used in this Plan, the following words and phrases shall
have the meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(c) "Committee" shall mean the Compensation and Stock Option
Committee of the Board.
(d) "Company" shall mean Stanhome Inc., a corporation organized
under the laws of the Commonwealth of Massachusetts, or any successor
corporation.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(f) "Participant" shall mean a non-employee member of the Board.
(g) "Plan" shall mean this Stanhome Inc. Non-Employee Director
Stock Plan, as amended from time to time.
(h) "Plan Year" shall mean the calendar year, except that the first
Plan Year shall begin on the day the stockholders of the Company approve
the Plan as adopted by the Board and shall end on the next December 31.
(i) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time
-23-
<PAGE>
to time, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, including any successor to such Rule.
(j) "Shares" shall mean the common stock of the Company, par value
$0.125 per share.
3. Number and Kind of Shares.
The maximum number of Shares which shall be reserved for the
grant of Shares under the Plan shall be fifteen thousand (15,000) Shares,
which number shall be subject to adjustment as provided in Article 5
hereof. Such Shares may be either authorized but unissued Shares or Shares
that shall have been or may be reacquired by the Company.
4. Grants of Shares.
4.1 Grants. In the case of an individual who is a Participant on
the day following the Annual Meeting of the stockholders of the Company
during a Plan Year, he or she shall receive a grant of two hundred (200)
Shares made on such day for that Plan Year. In the case of an individual
who becomes a Participant at any later time during a Plan Year, he or she
shall not receive a grant of Shares for that Plan Year in which he or she
becomes a Participant.
4.2 Sale Restriction. Notwithstanding any other provisions hereof,
no Shares granted hereunder may be sold or otherwise transferred until at
least six months after their date of grant.
5. Effect of Certain Changes.
In the event of any extraordinary dividend, stock dividend,
recapitalization, merger, consolidation, stock split, warrant or rights
issuance, or combination or exchange of such stock, or other similar
transactions, the number of Shares available for grant shall be equitably
adjusted by the Committee to reflect such event and preserve the value of
such grants; provided, however, that any fractional Shares resulting from
such adjustment shall be eliminated.
6. No Rights to Continuance as Director.
Nothing in the Plan or in any grant made pursuant hereto shall
confer upon any Participant the right to continue to serve as a member of
the Board or to be entitled to any remuneration or benefits not set forth
in the Plan.
7. Administration.
The Plan shall be administered by the Committee which shall be
composed of not less than three directors of the Company elected or to be
elected as members of the Committee by the Board. None of the Committee
members shall be, during service on the Committee, nor shall have been,
during the one year prior to service on the Committee, granted or awarded
Shares or options to acquire Shares under any plan maintained by the
Company or any of its affiliates, other than any grant or award of options
or other equity securities of the Company pursuant to this Plan, Section 9
of the Stanhome Inc. 1991 Stock Option Plan or
-24-
<PAGE>
any other plan of the Company that would not result in such Committee
member failing to qualify as a 'disinterested person' under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, as in force from time to
time. Members of the Committee shall be subject to any additional
restrictions necessary to satisfy the requirements for disinterested
administration under Rule 16b-3. The Committee shall have the authority to
make such interpretations and constructions of the Plan as are necessary to
administer the Plan in accordance with, and subject to, the Plan's
provisions. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by
conference telephone at a meeting or by unanimous written consent. All
decisions, determinations and interpretations of the Committee shall be
final and binding on all persons, including the Company, the Participant
(or any person claiming any rights under the Plan from or through any
Participant) and any stockholder of the Company.
8. Amendment and Termination of the Plan.
The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that an amendment
which requires stockholder approval in order for the Plan to continue to
comply with Rule 16b-3 or any other law, regulation or stock exchange
requirement shall not be effective unless approved by the requisite vote of
stockholders of the Company; and provided, further, that the provisions of
Article 4 shall not be amended more than once every six months, other than
to comport with changes in the Code (or the rules thereunder) or the
Employee Retirement Income Security Act of 1974, as amended (or the rules
thereunder). Except as provided in Article 5 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
grant previously made, unless the written consent of the Participant is
obtained.
9. Governing Law.
The Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the Commonwealth
of Massachusetts without giving effect to the choice of law principles
thereof, except to the extent that such law is preempted by federal law.
10. Term.
10.1 The Plan shall take effect upon its adoption by the Board, but
the Plan shall be subject to the approval of the holders of a majority of
the Shares present, or represented, and entitled to vote at a meeting of
stockholders of the Company held in accordance with applicable law, which
approval must occur within twelve months of the date the Plan is adopted by
the Board. In no event shall any delivery of Shares be made to any
Participant or any other person under the Plan until such time as the
stockholder approval of the Plan is obtained.
10.2 The Plan shall remain in effect until December 31, 1999, unless
sooner terminated by the Board.
-25-
<PAGE>
PROXY STANHOME INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1995
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 17, 1995, 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 27, 1995
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)
<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.
1. To elect John F. Cauley, Jr., Homer G. Perkins, G. William Seawright and
Anne-Lee Verville as Class III 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 LLP as independent accountants for 1995.
FOR AGAINST ABSTAIN
______ ______ ______
______ ______ ______
3. To approve the Non-employee Director Stock Plan.
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.)
__________________, 1995
(Please date)
I plan to attend the meeting
___
___
<PAGE>
PLEASE SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
STANHOME INC.
Annual Meeting of Stockholders
Thursday, April 27, 1995
10:00 a.m.
Corporate Headquarters
Stanhome Inc.
333 Western Avenue
Westfield, Massachusetts 01085
