SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ENESCO GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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[ENESCO GROUP, INC. LOGO]
March 12, 1999
Dear Stockholder:
On behalf of the Enesco Group, Inc. Board of Directors, we invite you
to attend the Annual Meeting of Stockholders to be held on Thursday, April
22, 1999, at the Enesco Showroom Theater, One Enesco Plaza (corner of Busse
and Devon), Elk Grove Village, Illinois 60007. Information about the
meeting is presented on the following pages. Please note that the meeting
is scheduled to start at 9:30 a.m.
In addition to the formal items of business to be conducted at the
meeting, management will report on the operations of the Company and will
answer stockholder questions.
It is important to ensure that your shares will be represented at the
Annual Meeting. Please complete, date, sign and return your enclosed proxy
card even if you plan to attend. Sending us your proxy will not prevent you
from voting in person at the Annual Meeting should you wish to do so.
Please note that space limitations may make it necessary to limit
attendance only to stockholders of the Company. Accordingly, admission to
the meeting will be on a first-come, first-served basis.
We look forward to seeing you on April 22nd, and thank you for your
continued support of Enesco Group, Inc.
Sincerely,
/s/ Jeffrey A. Hutsell
JEFFREY A. HUTSELL
President and CEO
225 Windsor Drive, Itasca, Illinois 60143 o Telephone 630-875-5300
ENESCO GROUP, INC.
225 WINDSOR DRIVE
ITASCA, ILLINOIS 60143
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 22, 1999
Notice is hereby given that the Annual Meeting of Stockholders of
Enesco Group, Inc. will be held at the Enesco Showroom Theater, One Enesco
Plaza (corner of Busse and Devon), Elk Grove Village, Illinois 60007 at
9:30 a.m. on Thursday, April 22, 1999, for the following purposes:
1. To elect three Class I Directors for a three-year term.
2. To ratify the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent accountants for 1999.
3. 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, 1999
will be entitled to vote at the Annual Meeting and any postponement or
adjournment thereof.
By Order of the Board of Directors,
PETER R. JOHNSON, Clerk
Itasca, Illinois
March 12, 1999
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IMPORTANT
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. PLEASE
NOTE THAT SPACE LIMITATIONS MAY MAKE IT NECESSARY TO LIMIT ATTENDANCE ONLY
TO STOCKHOLDERS OF THE COMPANY. ACCORDINGLY, ADMISSION TO THE MEETING WILL
BE ON A FIRST-COME, FIRST-SERVED BASIS. 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 HAVE RETURNED A PROXY CARD.
ENESCO GROUP, INC.
PROXY STATEMENT
March 12, 1999
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors for use
at the annual meeting of stockholders of Enesco Group, Inc. (the "Company")
to be held at 9:30 a.m. on Thursday, April 22, 1999, at the Enesco Showroom
Theater, One Enesco Plaza (corner of Busse and Devon), Elk Grove Village,
Illinois 60007. 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 1999 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 Peter R. Johnson,
Clerk, Enesco Group, Inc., 225 Windsor Drive, Itasca, IL 60143.
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 $6,500 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 Company's 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 card and proxy materials for distribution to such beneficial
owners. The Company will, in addition, reimburse parties holding shares of
the Common Stock of record in their names or in the names of their nominees
for their reasonable expenses in sending proxy cards and proxy materials to
the beneficial owners of the shares of the Common Stock held of record by
them.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding Notice. If the enclosed proxy card is properly
executed and returned to the Company, all shares of the Common Stock
represented thereby will be voted as designated by the persons named as
proxies or, if no designation is indicated thereon, as described
hereinafter. Where applicable, abstentions from voting will be treated as
votes cast and will have the effect of votes against in the voting count.
Shares of the 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 address of the Company's principal executive offices is 225 Windsor
Drive, Itasca, IL 60143, U.S.A. This Proxy Statement and the accompanying
proxy card are being provided to the holders of record of the Common Stock
as of the close of business on March 1, 1999 (the "Record Date").
ANNUAL REPORT
The Annual Report to Stockholders of the Company for the year ended
December 31, 1998, including the Company's financial statements for its
1998 fiscal year, accompanies this Proxy Statement, which is being mailed
on or about March 12, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On the Record Date, there were outstanding 15,851,586 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 of
the Common Stock held of record as of the Record Date. The beneficial
owners of more than 5% of the Common Stock as of December 31, 1998 were as
follows:
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------- ----------------------- --------
Royce & Associates, Inc. ("Royce") 1,384,500 shares(1) 8.67%(1)
Royce Management Company ("RMC")
1414 Avenue of the Americas
New York, NY 10019
Barclays Global Investors, N.A. 990,803 shares(2) 6.21%(2)
("Barclays")
Barclays Global Fund Advisors ("BGF")
45 Freemont Street
San Francisco, CA 94105
David L. Babson and Company 969,201 shares(3) 6.07%(3)
Incorporated
One Memorial Drive
Cambridge, MA 02142
Bank One Corporation 880,878 shares(4) 5.52%(4)
One First National Plaza
Chicago, IL 60670
GeoCapital, LLC 868,300 shares(5) 5.44%(5)
767 Fifth Avenue
New York, NY 10153
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(1) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 10, 1999 by Royce, RMC and Charles M.
Royce as a group. Royce has sole voting and dispositive power over
1,331,300 shares, RMC has sole voting and dispositive power over
53,200 shares, and Charles M. Royce may be deemed to beneficially own
the shares beneficially owned by Royce and RMC. Charles M. Royce
disclaims beneficial ownership of the shares beneficially owned by
Royce and RMC.
(2) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 12, 1999 by Barclays and BGF as a
group. Barclays has sole voting power over 952,283 shares and sole
dispositive power over 976,203 shares and BGF has sole voting and
dispositive power over 14,600 shares.
(3) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 3, 1999 by David L. Babson and Company
Incorporated. David L. Babson and Company Incorporated has sole voting
power over 968,991 shares, shared voting power over 210 shares and
sole dispositive power over 969,201 shares.
(4) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 1, 1999 by Bank One Corporation. Bank
One Corporation has sole voting power over 880,878 shares, sole
dispositive power over 880,353 shares and shared dispositive power
over 175 shares.
(5) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 10, 1999 by GeoCapital, LLC.
GeoCapital, LLC has sole dispositive power over 868,300 shares.
Management of the Company beneficially owned, as of January 31, 1999,
shares of the Common Stock (whether currently outstanding or issuable upon
exercise of stock options) as follows:
<TABLE>
<CAPTION>
SHARES UNDERLYING
OUTSTANDING SHARES STOCK OPTIONS-AMOUNT
OF THE COMMON STOCK- AND NATURE OF
NAME OF AMOUNT AND NATURE BENEFICIAL PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OWNERSHIP(1)(2) OF CLASS(3)
---------------- ------------------------- -------------------- -----------
<S> <C> <C> <C>
John F. Cauley 2,000 7,500 --
Charles W. Elliott 2,800 1,500 --
Eugene Freedman 77,523 (4) 184,900 1.64%
Judith R. Haberkorn 900 4,500 --
Jeffrey A. Hutsell 17,444 65,490 --
Allan G. Keirstead 48,321 191,000 1.49%
Homer G. Perkins 32,270 (5) 7,500 --
H. L. Tower 78,509 134,500 1.33%
Anne-Lee Verville 2,400 6,000 --
Patrick J. Gebhardt 4,848 45,000 --
Peter R. Johnson 1,142 16,600 --
All Directors and Executive 268,257 664,490 5.65%
Officers as a Group
(13 persons)
</TABLE>
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(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 the Common Stock.
(2) Reflects the number of shares of the Common Stock which the Directors,
the named Executive Officers and All Directors and Executive Officers
as a Group are deemed to beneficially own by reason of options granted
to them under the Company's 1984, 1991 and 1996 Stock Option Plans and
Special Interim Chief Executive Officer, 1997 President and Chief
Executive Officer and 1998 Chairman Stock Option Plans, which are
exercisable within 60 days of January 31, 1999.
(3) Unless otherwise noted, Percent of Class of each Director and named
Executive Officer is less than 1% of the total number of shares of the
Common Stock outstanding as of, and acquirable by such person within 60
days of, January 31, 1999.
(4) Includes 35,000 shares of the 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 interest in all such shares, except to the
extent of his direct and indirect pecuniary interest in the Limited
Partnership and the Foundation.
(5) Includes 14,000 shares of the Common Stock 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.
ELECTION OF DIRECTORS
Effective as of the Annual Meeting, the Board of Directors of the
Company (the "Board") consists of nine members who are constituted into
three separate classes serving three years each, with one class being
elected each year. The Board has adopted several policies concerning
resignation and retirement of Directors from the Board, one providing for
review by the Board of the continued membership of a Director following a
change in his or her principal employment, and another providing for a
Director's retirement at age 72, except for Messrs. Freedman and Perkins,
who are not subject to this policy.
Thomas R. Horton, who otherwise would have been eligible for reelection
at the Annual Meeting as a Class I Director, retired from the Board in
March 1999 in accordance with the Board's retirement policy. At that time,
Homer G. Perkins, who was reelected at the 1998 annual meeting of
stockholders to hold office until the 2001 annual meeting of stockholders
and until his successor shall have been elected and qualified, (a) was
elected by the Board to fill the vacancy in Class I created by Mr. Horton's
retirement and (b) resigned as a Class III Director. Accordingly, three
incumbent Class I Directors, Ms. Judith Haberkorn, Mr. Perkins and Mr. H.L.
Tower, each of whom hold office until the Annual Meeting and until his or
her successor shall have been elected and qualified, are nominated for
reelection to the Board at the Annual Meeting. The Board proposes their
reelection for three-year terms scheduled to expire at the annual meeting
of stockholders in April 2002. The election of the three nominees named
above requires the affirmative vote of the holders of a majority of the
shares of the Common Stock voting at the Annual Meeting, whether present in
person or represented by proxy; provided, however, that a quorum is present
or represented.
Valid proxies of stockholders containing no designation to the contrary
will be voted for the election of the three nominees named above as
proposed by the Board.
If for any reason any nominee is not available to serve when the
election occurs, the persons named as proxies in the proxy cards will vote
the proxies in accordance with their best judgment. The Board has no reason
to believe that any nominee will not be available to serve as a Director.
INFORMATION AS TO BOARD OF DIRECTORS AND NOMINEES
NOMINEES FOR DIRECTORS IN CLASS I
TERMS EXPIRING IN 2002
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JUDITH R. HABERKORN [PHOTOGRAPH] President-Consumer Sales and
Service, Bell Atlantic Corp.
(telecommunications services),
New York, NY, since 1998.
Director since 1993 Formerly President-Public and
Operator Services, at Bell
Atlantic Corp. from 1997 to
1998, having previously
served as Vice President,
Individual Communication
Age 52 Services, NYNEX Corporation,
New York, NY ("NYNEX"), from
1995 to 1997, and as Vice
President-Consumer Markets,
at NYNEX, from 1994 to 1995.
Also Director of Armstrong
World Industries Inc.,
Lancaster, PA. Chairman of
the Company's Governance
Committee and Member of the
Audit and Compensation and
Stock Option Committees.
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HOMER G. PERKINS [PHOTOGRAPH] Retired as Chairman of the
Board of the Company in 1982.
Director since 1954 Member of the Company's Audit
and Governance Committees.
Age 82
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H. L. TOWER [PHOTOGRAPH] Retired as Chairman, President
and Chief Executive Officer of
the Company and as Chairman of
Director since 1978 the Board in 1998. Formerly
Chief Executive Officer from
1978 to 1990; retired as an
Age 66 associate from the Company
in 1992; and served briefly
in 1993 and again in 1997
and 1998 as interim
President and Chief
Executive Officer. Member of
the Company's Audit,
Executive and Governance
Committees.
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DIRECTORS CONTINUING IN OFFICE IN CLASS II
TERMS EXPIRING IN 2000
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CHARLES W. ELLIOTT [PHOTOGRAPH] Retired in 1995 as Executive
Vice President-Administration
and Chief Financial Officer,
Director since 1995 Kellogg Company (food
products), Battle Creek, MI,
positions which he had held
Age 67 since 1987 and 1988,
respectively. Also, Director
of Munder Funds, Birmingham,
MI. Chairman of the
Company's Audit Committee
and member of the
Compensation and Stock
Option, Executive and
Governance Committees.
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EUGENE FREEDMAN [PHOTOGRAPH] Founding Chairman since 1998.
Formerly Executive Vice
President of the Company from
1988 until 1998 and Vice
Director since 1997 Chairman from 1997 until 1998.
Also serves as Founding
Chairman of Enesco Corporation
Age 74 a subsidiary of the Company,
of which he was a founder in
1959. Member of the Company's
Executive Committee.
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ALLAN G. KEIRSTEAD [PHOTOGRAPH] Executive Vice President and
Chief Administrative and
Financial Officer of the Company
since 1988 and Chief Executive
Director since 1985 Officer of Enesco International
Businesses since 1998.
Formerly Vice Chairman of the
Age 54 Company from 1997 until 1998.
Also serves as Executive Vice
President of Enesco Corporation,
a subsidiary of the Company.
Member of the Company's
Executive Committee.
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DIRECTORS CONTINUING IN OFFICE IN CLASS III
TERMS EXPIRING IN 2001
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JOHN F. CAULEY [PHOTOGRAPH] Chairman of the Board since
1998. Retired as President of
Director since 1987 Friendly Ice Cream Corporation,
a subsidiary of The
Restaurant Company
(restaurants and food
Age 66 products), Memphis, TN, in
1990. Also, Director of
Imetrix Corporation,
Cataumet, MA. Chairman of
the Company's Executive
Committee and member of the
Audit and Governance
Committees.
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JEFFREY A. HUTSELL [PHOTOGRAPH] President and Chief Executive
Officer of the Company since
Director since 1997 1998 and President and Chief
Executive Officer of Enesco
Corporation, a subsidiary of
Age 45 the Company, since 1997.
Formerly Vice President of
the Company from 1997 until
1998 and Executive Vice
President- Worldwide
Creative of Enesco
Corporation from 1992 until
1997, having previously
served as a Vice President
of Enesco Corporation from
1985 to 1992. Member of the
Company's Executive
Committee.
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ANNE-LEE VERVILLE [PHOTOGRAPH] Retired as General Manager-
Worldwide Education Industry
of International Business
Director since 1991 Machines Corporation ("IBM")
(advanced information
technologies), White Plains,
Age 53 NY, in 1997, after 30 years
with IBM. Also, Trustee of
Colonial Mutual Funds
Family, Boston, MA. Chairman
of the Company's
Compensation and Stock
Option Committee and member
of the Audit, Executive and
Governance Committees.
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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 remuneration amounts are as follows:
(1) For service as a non-Chairman member of the Board, a retainer
of 200 shares of the Common Stock and an additional amount of Common
Stock worth $15,000 per annum, plus $1,200 for attendance at each
meeting of the Board;
(2) For service as Chairman of the Board, a retainer of 200 shares
of the Common Stock and $100,000 per annum and a special one-time grant
of 14,000 non-qualified options to purchase shares of the Common Stock
at an exercise price equal to the fair market value per share of the
Common Stock on the grant date, plus $1,200 for attendance at each
meeting of the Board;
(3) For service as a Board Committee member, an attendance fee of
$800 for each Committee meeting and for each other meeting attended by
any Director which is 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 meeting or other
meeting referred to in (3) above.
Payment of cash remuneration amounts may be partially or fully deferred
by the Director (with interest payable to the Director at the Company's
cost of borrowing) until a later year, retirement from the Board or a
change in control of the Company (in which case the Director also will be
reimbursed for any excise or other taxes incurred as a result of such
payment).
In addition, for each year during the four-year period ending in 1999,
as of the day following the annual meeting in that year, 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 per share equal to
the fair market value per share of the Common Stock on the grant date. The
options become exercisable on the eighth anniversary of the grant, unless
they have already become exercisable under other provisions of the
Company's 1996 Stock Option Plan (which are more fully described elsewhere
in this Proxy Statement) 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 cash, 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 in cash 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 of six Board members, held three
meetings during 1998. 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 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 of three Board
members, held five meetings during 1998. This Committee, which also
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 regarding the award of
stock options and administration of the stock option plans of the Company
and the Non-employee Director Stock Plan.
The Executive Committee, comprised of seven Board members, held three
meetings during 1998. This Committee, which consists of four non-employee
and three employee Directors, acts on behalf of the Board on important
matters that arise between meetings of the Board and performs other tasks
as delegated by the Board.
The Governance Committee, comprised of six Board members, held four
meetings during 1998. This Committee, which consists entirely of
non-employee Directors, provides the Board with Director and corporate
officer recommendations, including with respect to 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 Board
composition.
In accordance with the Company's Restated Articles of Organization, as
amended, nominations for the election of Directors at an annual meeting of
stockholders may be made by the Board, the Governance Committee or any
stockholder entitled to vote generally in the election of Directors.
However, any stockholder may nominate one or more persons for election as
Directors at an annual meeting of stockholders only 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 each person to be nominated;
(b) A representation that the stockholder is a holder of record of
the Common Stock 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 eight regular meetings and one special meeting during 1998.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1998, 1997 and 1996, 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 in office at the end of 1998, other than the Chief
Executive Officer (all six persons being collectively referred to herein as
the "Named Executive Officers"), for all services rendered in all
capacities to the Company and its subsidiaries:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION
COMPENSATION(1) AWARDS(2)
---------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) OPTIONS (#) ($)(3)
--------------------------- ----- ---------- ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
J. A. Hutsell, 1998 $ 468,548 $ -- $ -- -- $ 11,204
President and Chief 1997 450,000 -- -- 56,000 14,584
Executive Officer 1996 -- -- -- -- --
H. L. Tower, 1998 364,154 -- -- -- 27,385
former Chairman, President 1997 180,000 -- -- 101,500 81,425
and Chief Executive Officer 1996 -- -- -- 1,500 --
E. Freedman, 1998 1,000,000 -- -- -- 11,204
Founding Chairman 1997 475,000 2,761,100 -- 70,000 14,584
1996 475,000 4,030,500 -- 24,000 30,590
A. G. Keirstead, 1998 398,867 -- -- -- 25,449
Executive Vice President 1997 381,000 190,500 -- 50,000 22,725
and Chief Administrative 1996 363,000 127,050 -- 21,000 21,642
and Financial Officer
Patrick J. Gebhardt, 1998 292,500 -- -- -- 11,204
Senior Vice President, 1997 -- -- -- -- --
Finance and Accounting 1996 -- -- -- -- --
Peter R. Johnson, 1998 185,000 -- -- -- 9,949
Vice President, Secretary, Clerk 1997 -- -- -- -- --
and General Counsel 1996 -- -- -- -- --
</TABLE>
- ----------
(1) Annual compensation includes bonus compensation for the year, whether
paid in the year indicated or in the succeeding year, under a former
agreement with Mr. Freedman and pursuant to the Company's Management
Incentive Plan (the "MIP") and, for Mr. Keirstead, also includes salary
compensation deferred through the Company's Investment Savings Plan for
1996 and 1997 only and through the Supplemental Investment Savings Plan
for the entire three-year period. For Mr. Tower, salary compensation
includes amounts deferred through the Company's Supplemental Investment
Savings Plan, but excludes amounts paid to him under the Company's
Pension Plan and his supplemental retirement agreement or in his
capacity as the non-employee Chairman of the Board until September 4,
1997 (other than the option grants), all of which is more fully
described elsewhere in this Proxy Statement. Compensation information
regarding 1996 for Mr. Hutsell and 1996 and 1997 for Messrs. Gebhardt
and Johnson is not provided because they were not Executive Officers of
the Company during those years.
(2) 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 and 1996 Stock Option
Plans and, with respect to Mr. Tower, the Company's 1997 President and
Chief Executive Officer Stock Option Plan. No stock appreciation rights
("SARs") were awarded either singly or in tandem with the granted
options.
(3) All Other Compensation in 1998 consisted of the following items for
each of the Named Executive Officers: J. A. Hutsell, $7,248
contribution under the Enesco Profit Sharing Plan, $3,372 contribution
under the Enesco Supplemental Profit Sharing Plan, $500 contribution
under the Company's Payroll-Based Stock Ownership Plan ("PAYSOP
Contribution") and $84 insurance premiums paid by the Company with
respect to term life insurance for his benefit ("Insurance Premiums");
H. L. Tower, $11,832 matching contribution under the Company's
Supplemental Investment Savings Plan, $500 PAYSOP Contribution, $10,653
Insurance Premiums and $4,400 meeting attendance fees for service as a
non-employee Director after his employment by the Company; E. Freedman,
$7,248 contribution under the Enesco Profit Sharing Plan, $3,372
contribution under the Enesco Supplemental Profit Sharing Plan, $500
PAYSOP Contribution and $84 Insurance Premiums; A. G. Keirstead,
$18,881 matching contribution under the Company's Supplemental
Investment Savings Plan, $500 PAYSOP Contribution and $6,068 Insurance
Premiums; P. J. Gebhardt, $7,248 contribution under the Enesco Profit
Sharing Plan, $3,372 contribution under the Enesco Supplemental Profit
Sharing Plan, $500 PAYSOP Contribution and $84 Insurance Premiums; and
P. R. Johnson, $7,248 contribution under the Enesco Profit Sharing
Plan, $1,595 contribution under the Enesco Supplemental Profit Sharing
Plan, $500 PAYSOP Contribution and $606 Insurance Premiums.
No stock options or SARs were granted by the Company to any of the
Named Executive Officers during the last fiscal year.
The following table sets forth information concerning the exercise of
stock options by each of the Named Executive Officers during the last
fiscal year and the value of unexercised stock options held by each of them
as of the end of the fiscal year:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END(#) AT FY-END($)
EXERCISE REALIZED ------------------------- -------------------------
(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------- ----------- -------------------------- -------------------------
NAME
----
<S> <C> <C> <C> <C>
J. A. Hutsell 6,010 $ 72,734 60,490/ 73,000 $0/ $0
H. L. Tower 0 0 134,125/ 3,375 0/ 0
E. Freedman 22,000 242,000 174,900/104,000 0/ 0
A. G. Keirstead 0 0 181,000/ 81,000 0/ 0
P. J. Gebhardt 2,000 24,250 41,250/ 30,250 0/ 0
P. R. Johnson 0 0 15,600/ 10,100 0/ 0
</TABLE>
Pension Plan
The Company maintained a qualified pension plan (the "Pension Plan")
for which it filed a notice of intent to terminate effective as of November
15, 1998, and it maintains supplemental pension plans and certain
supplemental retirement agreements requiring contributions in amounts
determined annually by independent actuaries. In the case of the
supplemental pension plans and, if applicable, supplemental retirement
agreements of Messrs. Tower and Keirstead, annual benefits generally will
be paid on a monthly basis commencing upon eligibility therefor; however,
upon the occurrence of a change in control of the Company (within the
meaning of these plans and agreements), the present value of the aggregate
expected remaining annual benefits will be paid to the executive in one
lump sum. Of the Named Executive Officers, only Messrs. Tower and Keirstead
have supplemental retirement agreements. Mr. Tower is currently receiving
annual benefits pursuant to his agreement and in accordance with the
Pension Plan. Mr. Keirstead is eligible upon his reaching age 55 and
following his termination from the Company to receive reduced annual
benefits pursuant to the Pension Plan and the supplemental pension plan
and, in the event of an involuntary termination without cause, under his
supplemental retirement agreement. Mr. Johnson is eligible upon his
reaching age 55 and following his termination from the Company to receive
reduced annual benefits pursuant to the Pension Plan. Messrs. Tower,
Keirstead and Johnson did not accrue any benefits under the Pension Plan in
1998. The following table has been prepared without regard to regulated
qualified pension plan limitations and represents amounts attributable to
the Pension Plan and the supplemental retirement agreement of Mr. Tower,
who is a Director, and the supplemental pension plan and supplemental
retirement agreement of Mr. Keirstead, who is an Executive Officer and
Director:
<TABLE>
<CAPTION>
PENSION PLAN TABLE (1)
REMUNERATION YEARS OF SERVICE
- ------------- ------------------------------------------------------------------------------------------
FINAL AVERAGE
COMPENSATION 5 10 15 20 25 30 35 40
- ------------- --------- -------- -------- --------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 $150,000 $ 150,000 $ 150,000 $ 150,000 $150,000 $ 150,000 $ 150,000 $ 150,000
400,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000
500,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000
600,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000
700,000 350,000 350,000 350,000 350,000 350,000 350,000 350,000 350,000
800,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000
900,000 450,000 450,000 450,000 450,000 450,000 450,000 450,000 450,000
1,000,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000
</TABLE>
- ----------
(1) The information contained herein represents the aggregate estimated
annual benefits payable to eligible employee Director participants
under the Pension Plan, supplemental pension plans and supplemental
retirement agreements.
For purposes of the Pension Plan, supplemental pension plans and
supplemental retirement agreements referred to above, "compensation"
includes total wage, salary, bonus, Company automobile benefit 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 of 1986, as amended (the "Code"), but it does not include
other payments to benefit plans, other perquisite compensation or
reimbursement for business expenses. Substantially all of the items of
current compensation covered by the Pension Plan, supplemental pension plan
and supplemental retirement agreement for Mr. Keirstead are included in the
Summary Compensation Table columns entitled "Salary ($)" and "Bonus ($)".
The Pension Plan 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 through December 31, 1996. For purposes of the Pension
Plan, and of the supplemental pension plans and supplemental retirement
agreements in the event of an involuntary termination, the number of
credited years of service is currently 34 years for Mr. Keirstead, 15 years
for Mr. Tower and 13 years for Mr. Johnson. Each of Messrs. Tower,
Keirstead and Johnson is fully vested in the Pension Plan and Mr. Keirstead
is fully vested in his supplemental pension plan and will become (unless
terminated for cause) fully vested in his supplemental retirement agreement
on November 17, 1999 or, if applicable, the date of his earlier involuntary
termination.
Messrs. Hutsell, Freedman, Gebhardt and Johnson are each fully vested
participants in the Enesco Profit Sharing and Supplemental Profit Sharing
Plans for which covered compensation was limited to $200,000 in 1998.
The annual benefit at age 65 of the Pension Plan and supplemental
pension plan (which is an "excess plan") is payable on a straight-life
annuity basis to participants under those plans 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 participant'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 Pension Plan and
supplemental pension plan benefits are reduced in the event of termination
of employment prior to age 62. The Pension Plan and supplemental pension
plan also provide for a surviving spouse benefit in the event of the death
of a vested participant. None of the Named Executive Officers was eligible
to accrue any benefits under the Pension Plan after December 31, 1996. 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 agreements' portion of the estimated annual
benefits set forth in the Pension Plan Table above is computed based upon
an assumed normal retirement in 1999 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 and supplemental 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 supplemental retirement agreement of Mr.
Keirstead also includes disability and surviving spouse benefits. These
agreements provide for a monthly retirement benefit in an amount based upon
the individual taking a normal or early retirement from the Company. An
early retirement prior to age 62 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 his
supplemental retirement agreement in the amount of $284,813, plus an
additional annual Social Security supplement until he reached age 65 in the
amount of $12,792, each of which was or is payable as 50% joint and
survivor annuities.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
The Company has entered into both a supplemental retirement agreement
and a severance agreement with Mr. Keirstead, Executive Vice President,
Chief Administrative and Financial Officer and Chief Executive Officer of
Enesco International Businesses of the Company. The Company also has
entered into a relocation letter agreement with Mr. Keirstead providing for
Mr. Keirstead's continuation as the Company's Executive Vice President and
Chief Administrative and Financial Officer. In addition to summarizing his
base salary, bonus opportunity and other employee benefits, the letter
agreement provides for the receipt by Mr. Keirstead (subject to certain
conditions) of the severance payments, retention benefits and other related
termination benefits (including without limitation the post-termination
insurance benefits) described in this section and elsewhere in this Proxy
Statement in connection with a termination of his employment with the
Company, whether voluntary or involuntary, during a period of two years
following the relocation of his place of business to Illinois. The letter
agreement also clarifies Mr. Keirstead's eligibility for relocation and
related reimbursements.
The Company also has entered into a relocation letter agreement with
Mr. Johnson in connection with his transfer to Illinois which summarizes
his severance, pension, group insurance and other related termination
benefits (subject to certain conditions) in the event of his voluntary or
involuntary termination from the Company prior to July 1, 1999.
The Company has separate change in control agreements or commitments
with Messrs. Hutsell, Freedman, Keirstead, Gebhardt and Johnson under which
each of these individuals is entitled to both (i) a severance benefit,
payable upon 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, up to three (two in the case of each of
Messrs. Gebhardt and Johnson) times the annual base salary rate plus bonus
under the MIP program and (ii) certain fringe benefits for up to a
three-year term. In accordance with their change in control agreements,
Messrs. Hutsell and Keirstead also will be reimbursed for any excise tax
and other taxes incurred as a result of such reimbursement. The types of
events constituting a change in control under these agreements 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 (the
"Exchange Act"), and certain other events specified in the change in
control agreements.
The termination of Mr. Keirstead absent a change in control will be
governed by the Company's employee severance policy as confirmed by a
severance agreement under which he may be entitled to a severance benefit,
payable in one 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 three
years and certain fringe benefits for up to a 36-month term. The
terminations of the remaining Named Executive Officers (other than Mr.
Tower, who has retired) absent a change in control of the Company will be
governed by the employee severance policy of Enesco Corporation under which
each of them may (subject to certain conditions) be entitled to a severance
benefit of up to one year of annual base salary depending on designated
criteria and to certain other continuing group medical, life and accidental
death and dismemberment insurance coverage.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, 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, Messrs.
Cauley (until September 2, 1998) and Elliott and Ms. Haberkorn. No current
member of the Committee is a former officer of the Company or any of its
subsidiaries, and none had any other relationship requiring disclosure.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Company records and other information, the Company believes
that all Securities and Exchange Commission filing requirements under
Section 16(a) of the Exchange Act applicable to its Directors and Executive
Officers with respect to the Company's fiscal year ending December 31, 1998
were complied with.
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. 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.
While long-term compensation awards are periodically considered by the
Committee, no option awards to purchase shares of the Common Stock were
granted to the Company's Executive Officers during the last year (other
than for one grant to a new employee of the Company). Accordingly, the
Company's executive compensation program during 1998 consisted principally
of only two components: base salary and fringe benefits; and incentive
bonus opportunity. The Committee's compensation policies regarding these
components are designed to provide a compensation package which is targeted
between the median and 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 the "Towers Perrin Executive Compensation
Survey," a well established and nationally recognized annual executive
compensation survey. This survey includes some of the companies included in
the indices shown in the Performance Graph set forth below. The Committee
believes that evaluating data from the broad group of industries and
companies represented in this survey is important in establishing the true
market for executive talent. To compete effectively in this market, the
Company believes that it must be aware of compensation levels in various
industries and companies of all sizes and, accordingly, does not limit its
compensation analyses to those constituting the indices shown in the
Performance Graph.
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 MIP program, which
provides for annual incentive opportunities amounting to pre-determined
percentages of the respective Executive Officers' annual base salaries with
the amount of the actual bonus payment being based on the achievement of
pre-selected personal performance criteria and certain specified Company
profitability and performance goals. The Committee's compensation policies
are intended to reinforce the Company's performance-oriented compensation
practices and are not impacted by potential non-deductibility of certain
compensation amounts for federal tax purposes under the provisions of
Section 162(m) of the Code and the regulations promulgated thereunder.
Compensation paid to Mr. Tower, former Chairman, President and Chief
Executive Officer of the Company, from January 1, 1998 until September 2,
1998 included his base salary at the annual rate of $540,000 and an
annualized MIP target opportunity of $351,000. Mr. Tower did not receive
any MIP bonus for 1998. Apart from normal employment benefits provided to
other Executive Officers, Mr. Tower received no other remuneration from the
Company, except for amounts paid to him under the Company's Pension Plan
and his supplemental retirement agreement and his remuneration as a
non-employee Director after September 2, 1998, all of which is more fully
described elsewhere in this Proxy Statement.
Compensation for Mr. Hutsell, President of the Company since April 23,
1998 and Chief Executive Officer of the Company since September 2, 1998,
included his base salary at the annual rate of $495,000 and an annualized
MIP target opportunity of $321,750. Mr. Hutsell did not receive any MIP
bonus for 1998.
The Compensation and Stock Option Committee:
A. L. Verville (Chair) C. W. Elliott J. R. Haberkorn
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
THE STANDARD & POOR'S ("S&P") MIDCAP 400 INDEX AND THE COMPANY'S PEER
GROUP INDEX (1)
- -------------------------------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enesco Group, Inc. $100.00 $96.26 $ 91.77 $ 86.77 $ 87.54 $ 82.68
- -------------------------------------------------------------------------------------------------------
S&P Midcap 400 $100.00 $96.42 $126.25 $150.49 $199.03 $237.05
- -------------------------------------------------------------------------------------------------------
Company's Peer Group $100.00 $71.23 $ 81.01 $ 85.23 $ 98.05 $ 98.64
</TABLE>
- ----------
(1) This graphic presentation assumes (a) one-time $100 investments in the
Common Stock and in market capital base-weighted amounts apportioned
among all the companies whose equity securities constitute the above
named board equity market index and the Company's selected peer group
index, in each case made as of the market close on the last trading day
in 1993 and (b) the automatic reinvestment of dividends, if any, in
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 has
chosen to present a peer group index composed of the companies that
formerly constituted the former S&P Midcap 400 Consumer Products Index
in order to maintain continuity with comparisons provided in prior
years' proxy statement Performance Graph presentations. Tambrands Inc.,
however, is unable to be used for such an index after 1996 because it
is no longer publicly traded. Therefore, for years commencing after
December 31, 1996, the Company's peer group is made up of the following
nine companies: Carter-Wallace, Inc.; Church & Dwight Co., Inc.; A.T.
Cross Company; First Brands Corporation; Gibson Greetings, Inc.;
Lancaster Colony Corp.; National Presto Industries, Inc.; Perrigo
Company; and Enesco Group, Inc. (Source: Standard & Poor's Compustat
Custom Products Division, a Division of The McGraw-Hill Companies.)
AMENDMENT AND RESTATEMENT OF BY-LAWS IN 1998
On April 23, 1998, the Board unanimously voted to amend and restate
the By-Laws of the Company effective as of May 1, 1998 in order to make the
By-Laws conform to the amendments to the Company's Restated Articles of
Organization that were approved by the stockholders at the annual meeting
of the Company held on April 23, 1998. Therefore, the By-Laws were amended
to provide that (1) the location of the principal office of the Company in
the Commonwealth of Massachusetts shall be in the City of Westfield, unless
changed as permitted by law, (2) as permitted by the provisions of the
Massachusetts Business Corporation Law, the stockholders' meetings shall be
held anywhere within the United States, as determined by the Board, and (3)
the Clerk of the Company shall keep the record books of the stockholders'
meetings as provided by law.
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 1999, subject to ratification by the stockholders. Valid proxies of
stockholders containing no designation to the contrary will be voted for
the reappointment of that firm as recommended by the Audit Committee.
Representatives of Arthur Andersen LLP are expected to attend the Annual
Meeting and be available to respond to appropriate questions and to make a
statement if they so desire.
PROPOSALS OF SECURITY HOLDERS AND OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the Notice.
Although the Company knows of no items of business which will be presented
at the Annual Meeting other than those described herein, proxies in the
accompanying form will confer discretionary authority to the Company's
management proxy holders to use in accordance with their best judgment with
respect to any such items which may come before the Annual Meeting to the
extent permitted by the applicable rules of the Securities and Exchange
Commission. In order to be considered under Rule 14a-8 for inclusion in the
Company's proxy materials to be distributed in connection with the
Company's annual meeting of the stockholders in 2000, stockholder proposals
for that meeting must be received by the Company on or before November 14,
1999. In order for a stockholder proposal submitted outside of Rule 14a-8
to be considered "timely" within the meaning of Rule 14a-4(c) for possible
presentation at that meeting (other than a proposal with respect to the
nomination for election of one or more directors, for which procedures are
set forth above under the caption "Additional Information Concerning the
Board of Directors"), such a proposal must be received by the Company on or
before January 27, 2000. The Company's management proxy holders will be
permitted to use their discretionary voting authority, as conferred by any
valid proxy, in accordance with their best judgment when such a proposal is
raised at that meeting.
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, 1998 WITHOUT CHARGE BY WRITING TO
THE CLERK OF THE COMPANY, AT 225 WINDSOR DRIVE, ITASCA, ILLINOIS 60143.
By order of the Board of Directors,
ENESCO GROUP, INC.
PETER R. JOHNSON
Clerk
March 12, 1999
PROXY ENESCO GROUP, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1999
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 12, 1999, receipt of which is
hereby acknowledged, does hereby appoint and constitute JEFFREY A. HUTSELL,
ALLAN G. KEIRSTEAD and PETER R. JOHNSON, 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 Enesco Group, Inc. to be held at the Enesco
Showroom Theater, One Enesco Plaza (corner of Busse and Devon), Elk Grove
Village, Illinois, on Thursday, April 22, 1999 at 9:30 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)
THIS PROXY WILL BE VOTED AS DIRECTED BUT IN THE ABSENCE OF SUCH DIRECTION,
IT WILL BE VOTED FOR ITEMS 1 AND 2 BELOW.
1. To elect Judith R. Haberkorn, Homer G. Perkins and H. L. Tower as Class
I Directors for a three-year term. If any such nominees should be
unavailable, the proxies or any of them may vote for substitute
nominee(s) at their discretion.
FOR all 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 the Companys' independent accountants for 1999.
FOR AGAINST ABSTAIN
------ ------ ------
------ ------ ------
3. To transact such other business as may properly come before the meeting
and any postponement or adjournment thereof.
------
I plan to attend the meeting.
------
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature__________________ Signature__________________ Date_______, 1999
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.)
ENESCO GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, APRIL 22, 1999
9:30 A.M.
Enesco Showroom Theater
One Enesco Plaza (corner of Busse and Devon)
Itasca, Illinois 60007
