<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
/ / Preliminary Information Statement / / Confidential,
for use of the Commission only
/X/ Definitive Information Statement (as permitted by Rule 14c-5(d)(2)).
FTD CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (check the appropriate box):
/x/ No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
FTD CORPORATION
3113 Woodcreek Drive
Downers Grove, Illinois 60515
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, NOVEMBER 17, 1999
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Annual Meeting of the Stockholders of FTD Corporation (the "Meeting")
will be held at the offices of FTD Corporation located at 3113 Woodcreek Drive,
Downers Grove, Illinois 60515 on Wednesday, November 17, 1999 at 10:00 a.m. CST
for the following purposes:
1. To elect a board of six directors to serve until the next meeting
or until their successors are duly elected and qualified;
2. To consider and vote upon a proposal to amend the Company's
Restated Certificate of Incorporation to change the name of the Company to
IOS BRANDS CORPORATION; and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 8, 1999
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of, and to vote at, the Meeting. Only stockholders of record
on the Record Date are entitled to notice of and to vote at the meeting.
Each stockholder is entitled to one vote for each share of Class A Common
Stock held by him or her at the close of business on the Record Date. All
stockholders are encouraged to attend the Meeting.
By Order of the Board of
Directors,
/s/ FRANCIS C. PICCIRILLO
Secretary
October 25, 1999
<PAGE> 3
FTD CORPORATION
3113 Woodcreek Drive
Downers Grove, Illinois 60515
-------------------------
INFORMATION STATEMENT
FOR
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, NOVEMBER 17, 1999
INTRODUCTION
This Information Statement is furnished by the Board of Directors of FTD
Corporation (the "Company"), in connection with the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held on Wednesday, November
17, 1999 to elect a board of six directors and to act upon the proposed name
change. The Board of Directors has no knowledge of any other business to come
before the Meeting.
The holders of record of the Company's Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), as of the close of business on October
8, 1999 (the "Record Date"), are entitled to vote on all matters brought before
the Meeting. As of October 8, 1999, there were 12,380,270 shares of Class A
Common Stock outstanding.
Each stockholder is entitled to one vote for each share of Class A Common
Stock held by him or her at the close of business on the Record Date. All
stockholders are encouraged to attend the Meeting and vote his or her shares in
person as the Company is not providing proxies herewith or soliciting any
proxies.
This Information Statement is first being mailed to stockholders on or
about October 27, 1999. A copy of the Company's Annual Report for the year ended
June 30, 1999 is being mailed to all stockholders with this Information
Statement.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors is being increased to six directors which includes
Robert Norton as a first year nominee director. The directors to be elected at
the Meeting will hold office until the next meeting or until their successors
have been duly elected and qualified. The election of directors requires the
affirmative vote of at least a plurality of shares of Class A Common Stock
present or represented at a meeting at which a quorum (a majority of the
outstanding shares of Class A Common Stock entitled to vote) is present or
represented. For purposes of the election of directors, abstentions and other
shares not voted will not be counted as votes cast and will have no effect on
the result of the vote.
DIRECTORS
The following table sets forth the name and age of each nominee for
director, the year first elected a director and the positions held by them with
the Company.
<TABLE>
<CAPTION>
YEAR FIRST
NAME AGE ELECTED POSITION
---- --- ---------- --------
<S> <C> <C> <C>
Richard C. Perry............................ 44 1994 Chairman of the Board of Directors
Veronica K. Ho.............................. 39 1994 Director
Gary K. Silberberg.......................... 39 1994 Director
Geoffrey Rehnert............................ 42 1994 Director
Habib Y. Gorgi.............................. 43 1997 Director
Robert L. Norton............................ 52 -- President of the Company
</TABLE>
<PAGE> 4
Set forth below is certain biographical information about each of the
Company's directors.
RICHARD C. PERRY
Chairman of the Board of Directors
Mr. Perry has been Chairman of the Board of Directors since December 1994
and is also Chairman of the Boards of Directors of Florists' Transworld
Delivery, Inc. (the "Operating Company") and FTD.COM INC. Mr. Perry is the
President and Managing Member of Perry Capital LLC, founded in 1998, and
President of Perry Corp., both of which are private money management firms. He
founded Perry Corp. in 1988. Mr. Perry has been an Adjunct Associate Professor
at New York University's Stern School of Business. He is also a director of
Radio & Records, Inc. and Uniplast Industries Co. and a trustee of the Allen
Stevenson School and the National Advisory Board of Facing History and
Ourselves. Mr. Perry received a B.S. from the Wharton School of the University
of Pennsylvania in 1977 and an M.B.A. from New York University's Stern School of
Business in 1980.
VERONICA K. HO
Director
Ms. Ho has been a member of the Board of Directors since December 1994. Ms.
Ho is also a member of the Boards of Directors of the Operating Company and
FTD.COM INC. Ms. Ho is a Managing Director and Member of Perry Capital LLC and
has been a Managing Director of Perry Corp. since 1993. Ms. Ho is also a
director of Radio & Records, Inc., AT Plastics Inc. and Uniplast Industries Co.,
and a member of the New York Advisory Board of Facing History and Ourselves. Ms.
Ho received an A.B. from Brown University in 1982 and an M.B.A. from Harvard
Business School in 1986. Ms. Ho is married to Mr. Silberberg.
GARY K. SILBERBERG
Director
Mr. Silberberg has been a member of the Board of Directors since December
1994. Mr. Silberberg is also a member of the Boards of Directors of the
Operating Company and FTD.COM INC. Mr. Silberberg is a Managing Director and
Member of Perry Capital LLC and has been a Managing Director of Perry Corp.
since 1994. Mr. Silberberg is also a director of Uniplast Industries Co. Mr.
Silberberg received an Sc.B. from Brown University in 1982 and a J.D. from Yale
Law School in 1985. Mr. Silberberg is married to Ms. Ho.
GEOFFREY REHNERT
Director
Mr. Rehnert has been a member of the Board of Directors since December
1994. Mr. Rehnert has been a General Partner and Managing Director of Bain
Capital, Inc. ("Bain") since 1986. He is a director of ICON Health & Fitness,
Inc., Nutra Ceutical, Inc., a manufacturer and distributor of vitamins, minerals
and supplements, and Kollmorgen Corporation. Mr. Rehnert received a B.A. from
Duke University in 1979 and a J.D. from Stanford Law School in 1984.
HABIB Y. GORGI
Director
Mr. Gorgi has been a member of the Board of Directors since January 1997.
Mr. Gorgi is also a member of the Boards of Directors of the Operating Company
and FTD.COM INC. Mr. Gorgi currently is President of Fleet Private Equity Co.
Inc., a subsidiary of Fleet Financial Group, Inc. He was Executive Vice
President of Fleet Private Equity Co. Inc. from 1993 until he became President
in January 1996. Mr. Gorgi is also a director of several privately-held
companies. Mr. Gorgi received an A.B. from Brown University in 1978 and an
M.B.A. from Columbia University in 1983.
2
<PAGE> 5
ROBERT L. NORTON
President and Nominee Director
Mr. Norton has been President since January 1997 and is a first year
Nominee Director for the Company. Mr. Norton is currently the Chief Executive
Officer, President and Director of the Operating Company. Mr. Norton joined the
Operating Company in October 1996 as General Manager and became President and
Chief Executive Officer in January 1997. From March 1993 until May 1996, Mr.
Norton was Vice Chairman and Chief Financial Officer of JoAnn Stores, Inc., a
retail chain of fabric and craft stores. Mr. Norton received a B.S. from
Cleveland State University in 1973.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
In the fiscal year ending June 30, 1999, the Board of Directors held one
meeting and took action by unanimous written consent of the directors seven
times. There were no committees of the Board of Directors. All decisions
pertaining to audit, compensation and option grants were under the direct
jurisdiction of the full Board of Directors.
DIRECTORS FEES
Each non-employee director who is not affiliated with any of the Principal
Stockholders receives $1,000 for each Board of Directors meeting attended. All
directors are reimbursed for the reasonable expenses incurred in connection with
each meeting attended.
PROPOSAL 2 -- THE NAME CHANGE
The Board of Directors believes that it would be advisable and in the
Company's best interest to amend the Company's Restated Certificate of
Incorporation to change the name of the Company to IOS BRANDS CORPORATION. The
proposed amendment would restate Article First of the Company's Restated
Certificate of Incorporation as follows:
FIRST: The name of the corporation is IOS BRANDS CORPORATION ("Company")
The Company believes the IOS BRANDS CORPORATION name has significant
franchise potential. The Company believes it to be advantageous to differentiate
its target markets to build on the multi-brand name recognition and visibility.
The board of directors also believes that the name change will clearly
distinguish the Company from its operating subsidiary, Florists' Transworld
Delivery, Inc.
The affirmative vote of holders of a majority of shares of Class A Common
Stock entitled to vote at the meeting is required to approve the proposed
amendment. For purposes of the proposed amendment, abstentions and other shares
not voted will not be counted as votes cast and will have the effect of votes
against the proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE NAME CHANGE.
EXECUTIVE COMPENSATION
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Information Statement, in whole or in part, the following report
and the Performance Graph which follows shall not be deemed to be incorporated
by reference into any such filings.
The Board of Directors of the Company traditionally performs the functions
of a compensation committee, including the review and approval of compensation
and terms of employment for all officers of the Company and its subsidiaries.
The members of the Board of Directors in fiscal 1999 were Richard C. Perry,
Veronica K. Ho, Gary K. Silberberg, Geoffrey Rehnert and Habib Y. Gorgi.
The Company's executive compensation is intended to attract high-caliber
executives at the Company and Operating Company levels and to reward, retain and
motivate management based on corporate and
3
<PAGE> 6
individual annual and long-term business performance. The primary component of
compensation has been base salary, however, approximately 45 key employees of
the Company and the Operating Company are covered by the Key Management
Incentive Plan ("KMIP"), which provides bonuses in the event that (i) the
Company achieves one or more targets based on the Company's EBITDA (earnings
before interest, taxes, depreciation and amortization), and (ii) the individual
achieves specified goals. The Company also awards stock options to its officers
and other employees pursuant to the FTD Corporation 1994 Stock Award and
Incentive Plan as amended (the "Option Plan"). Such awards are designed to
provide incentives to the participating officers and key employees that are
linked directly to increases in stockholder value and that will therefore inure
to the benefit of all stockholders of the Company. The Board of Directors
believes that the Company's executive compensation arrangements are reasonable
in light of the needs of the Company, competitive compensation levels and the
goals of retention and motivation of management. In determining salary and other
compensation levels for the executive officers, primary consideration is given
to each executive's level of responsibility and individual performance.
At the beginning of the Company's fiscal year, the Board of Directors
reviews the Company's near and long-term strategies and objectives with the
President. These form the basis for adopting or modifying corporate annual
EBITDA and net income plan goals recommended by the President. Based on this
review, the Board of Directors establishes the Company's total compensation
structure for the year, including the elements and level of compensation
opportunities and the variable portion of "at risk" pay for performance and
equity participation. The Board of Directors considers, among other matters,
marketplace pay levels and practices, as well as the Company's need to continue
to attract, retain and motivate employees. Such compensation structure is
discussed with the Board of Directors, which is asked to ratify base salary
amounts and bonuses for officer level employees, including the Company's
executive officers.
At year-end, the Board of Directors in consultation with the President
assess results achieved and strategic progress relative to previously approved
goals, taking into consideration prevailing economic and business conditions and
opportunities, performance by comparable organizations, and stockholder value.
No particular weightings are assigned by the Board of Directors to any such
factors. Based on this assessment, the Board reviews and considers the
President's year-end compensation proposals.
Mr. Norton, President of the Company and President and Chief Executive
Officer of the Operating Company, received a base salary of $350,000 for the
fiscal year ended June 30, 1999. Mr. Norton received a bonus of $490,000 for
fiscal 1999. The amount of Mr. Norton's base salary was computed based upon the
letter agreements entered into between Mr. Norton and the Company dated October
17, 1996 and June 6, 1997 ("Old Norton Employment Arrangements"). In connection
with Mr. Norton's employment, he was granted Non-Qualified Stock Options to
purchase 25,000 shares of Class A Common Stock in fiscal 1999. In fiscal 1999,
Mr. Norton was also issued 50,000 additional shares of Class A Common Stock
which are subject to restrictions on transfer and forfeiture in the event of
termination of employment prior to the expiration of a specified period of time.
Determination of whether or not Mr. Norton received a bonus for fiscal 1999 was
based upon meeting performance criteria established by the Board of Directors.
The Board of Directors believes that Mr. Norton's compensation is competitive
with that of Chief Executive Officers of comparable companies and deems such
compensation to be fair and appropriate.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company currently does not have a compensation committee. All matters
which would otherwise be determined by the compensation committee are considered
by the entire Board of Directors.
The Board of Directors
Richard C. Perry
Veronica K. Ho
Gary K. Silberberg
Geoffrey Rehnert
Habib Y. Gorgi
4
<PAGE> 7
PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total return of
the Company's Class A Common Stock with the Standard & Poor's MidCap 400 Stock
Index and the cumulative total return on the index for the standard industrial
classification code, Business Services. The cumulative total returns for each
index were prepared by Media General Financial Services. Each case assumes an
initial investment of $100 after the close of the market on August 25, 1996, as
well as the reinvestment of any dividends.
COMPARE CUMULATIVE TOTAL RETURN
AMONG FTD CORPORATION,
S&P MID-CAP INDEX AND SIC CODE INDEX
LOGO
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
MEASUREMENT PERIOD FTD SIC CODE
(FISCAL YEAR COVERED) CORPORATION(1) INDEX S&P MID-CAP
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996 100.00 100.00 100.00
- - --------------------------------------------------------------------------------
1997 206.67 98.81 125.06
- - --------------------------------------------------------------------------------
1998 280.00 92.95 159.02
- - --------------------------------------------------------------------------------
1999 280.00 85.91 179.03
- - --------------------------------------------------------------------------------
</TABLE>
ASSUMES $100 INVESTED ON AUGUST 25, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JUNE 30, 1999
- - -------------------------
(1) Because no established public trading market exists for the Company's Class
A Common Stock, values were based on an assumed stock price of $3.75, $7.75,
$10.50 and $10.50 per share at August 25, 1996, June 30, 1997, June 30, 1998
and June 30,1999, respectively. The foregoing prices were used by FTD for
purposes of granting stock options to employees under the Option Plan. There
can be no assurance that such price per share represents the actual fair
market value of a share of Class A Common Stock.
5
<PAGE> 8
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, for the Company's last three fiscal years,
the compensation of those persons who were, at June 30, 1999, the chief
executive officer and the other four most highly compensated executive officers
of the Company (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
------------------------
RESTRICTED
ANNUAL COMPENSATION(1) STOCK SECURITIES
---------------------------- AWARDS(2) UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) OPTIONS(#) COMPENSATION
--------------------------- ---- ------ ----- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Norton......................... 1999 $341,082 $490,000 $525,000(3) 25,000 $16,865(4)
President -- FTD Corporation 1998 293,269 -- -- -- 20,311(5)
President and Chief Executive 1997 185,096 275,000 150,000(3) 220,000 2,147(6)
Officer --
Operating Company
Fred Johnson............................. 1999 235,039 60,000 -- 10,000 37,746(7)
Chief Information Officer -- 1998 172,384 15,130(8) 155,000(9) 100,000 21,687(10)
FTD.COM, INC.
Francis Piccirillo....................... 1999 189,039 60,000 -- 10,000 1,972(6)
Treasurer and Secretary -- FTD 1998 150,385 13,320(8) 155,000(11) 80,000 61,176(12)
Corporation
Vice President, Chief Financial Officer
Treasurer and Secretary -- Operating
Company
Timothy Rasmussen........................ 1999 122,910 45,000 -- 10,000 4,721(13)
Vice President Sales -- Operating
Company
Michael Soenen........................... 1999 153,846 52,500 105,000(14) 20,000 1,592(6)
President, Chief Executive Officer and 1998 115,771 9,380 -- 10,000 8,570(15)
Director of FTD.COM, INC 1997 77,884 50,000 -- -- --
</TABLE>
- - -------------------------
(1) Includes cash bonuses paid in the fiscal year following the referenced
fiscal year with respect to services rendered in the prior fiscal year. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Key Management Incentive
Plan."
(2) Because no established public trading market exists for the underlying
securities, restricted stock award values on the date of grant thereof were
based on an assumed stock price of $3.75 per share for Robert L. Norton,
and $7.75 per share for Fred Johnson and Francis Piccirillo, which prices
were used by FTD at the date of grant for purposes of granting additional
options under the Company's Option Plan. Fiscal year-end restricted stock
award values were based on an assumed stock price of $10.50 per share,
which price is currently used by FTD for purposes of granting additional
options under the Company's Option Plan. There can be no assurance that
such price per share represents the actual fair market value of a share.
Holders of shares of restricted stock will be entitled to receive dividends
if and when declared by the Board of Directors.
(3) As of June 30, 1999, Mr. Norton holds 90,000 shares of restricted stock
with an aggregate value of $945,000.
(4) Represents $14,987 in compensation for miscellaneous reimbursed expenses
and $1,878 in flexible dollars for use in connection with the Company's
benefit plans.
(5) Represents $17,587 in compensation for moving expenses and $2,724 in
flexible dollars for use in connection with the Company's benefit plans.
(6) Represents flexible dollars for use in connection with the Company's
benefit plans.
(7) Represents $35,808 in compensation for moving expenses and $1,938 in
flexible dollars for use in connection with the Company's benefit plans.
(8) Includes cash bonuses of $1,630 for Fred Johnson and Francis Piccirillo
paid in the referenced fiscal year pursuant to the KMIP.
(9) As of June 30, 1999, Mr. Johnson holds 20,000 shares of restricted stock
with an aggregate value of $210,000.
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<PAGE> 9
(10) Reflects $19,831 in compensation for moving expenses and $1,856 in flexible
dollars for use in connection with the Company's benefit plans.
(11) As of June 30, 1999, Mr. Piccirillo holds 20,000 shares of restricted stock
with an aggregate value of $210,000.
(12) Reflects $59,397 in compensation for moving expenses and $1,779 in flexible
dollars for use in connection with the Company's benefit plans.
(13) Reflects $3,938 in compensation for moving expenses and $783 in flexible
dollars for use in connection with the Company's benefit plans
(14) As of June 30, 1999, Mr. Soenen holds 10,000 shares of restricted stock
with an aggregate value of $105,000.
(15) Reflects $7,402 in compensation for moving expenses and $1,168 in flexible
dollars for use in connection with the Company's benefit plans.
The following table sets forth individual grants of stock options made to
the Named Officers during the fiscal year ended June 30, 1999. Options are
exercisable to purchase shares of Class A Common Stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE 5%(3) 10%(3)
---- -------------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Norton........ 25,000(2) 15.4% $10.50 02/01/09 165,085 418,357
Fred Johnson............ 10,000(2) 6.2 10.50 08/27/08 66,034 167,343
Francis Piccirillo...... 10,000(2) 6.2 10.50 08/27/08 66,034 167,343
Timothy Rasmussen....... 10,000(2) 6.2 10.50 10/30/08 66,034 167,343
Michael Soenen.......... 20,000(2) 12.3 10.50 08/27/08 132,068 334,686
</TABLE>
- - -------------------------
(1) Options granted under the Company's Option Plan.
(2) The options granted to Mr. Norton will vest in five equal, cumulative
installments beginning on February 1, 2000 and thereafter on each February 1
for the years 2001, 2002, 2003 and 2004. The options granted to Messrs.
Johnson, Piccirillo and Soenen vest and become exercisable in five equal,
cumulative installments beginning on August 1, 1999 and thereafter on each
August 1 for the years 2000, 2001, 2002 and 2003. The options granted to Mr.
Rasmussen will vest in five equal, cumulative installments beginning on
October 5, 1999, and thereafter on each October 5 for the years 2000, 2001,
2002 and 2003.
(3) The 5% and 10% rates of appreciation were set by the Securities and Exchange
Commission and are not intended to forecast future appreciation, if any, of
the Class A Common Stock.
7
<PAGE> 10
The following table sets forth the June 30, 1999 aggregate value of
unexercised options held by each of the Named Officers.
FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Norton.......... -- -- 110,000 135,000 $405,000 $405,000
Fred Johnson.............. -- -- 25,000 85,000 34,375 103,125
Francis Piccirillo........ -- -- 20,000 70,000 27,500 82,500
Timothy Rasmussen......... -- -- -- 10,000 -- --
Michael Soenen............ -- -- 5,000 25,000 13,750 13,750
</TABLE>
- - -------------------------
(1) Because no established public trading market exists for the underlying
securities, fiscal year-end option values were based on an assumed stock
price of $10.50 per share, which was last determined by the Board of
Directors to be the fair market value of such shares.
No options were exercised during the fiscal year ended June 30, 1999 by a
Named Officer.
1994 Stock Award and Incentive Plan. The Option Plan was adopted by the
Board of Directors of the Company and approved by the Company's stockholders on
December 9, 1994 and amended on June 12, 1995. The maximum number of shares of
Class A Common Stock and Class B Common Stock, par value $.0005 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), authorized for issuance under the Option Plan is equal to 15% of the
initial equity capital of the Company. The Option Plan is not subject to any
provisions of the Employee Retirement Income Security Act of 1974, as amended,
nor is the Option Plan a qualified plan within meaning of Section 401(a) of the
Internal Revenue Code ("Code").
The Option Plan is designed to enable the Company to attract and retain
highly qualified personnel who will contribute to the Company's success by their
ability, ingenuity and to provide incentives to the participating officers and
other key employees that are linked directly to increases in stockholder value
and will therefore inure to the benefit of all stockholders of the Company.
Options may be granted to officers, other key employees of the Company
(collectively, the officers and key employees are referred to as "Eligible
Employees"), directors of the Company (other than members of the Compensation
Committee of the Board of Directors), and consultants and advisors to the
Company who are responsible for or contribute to the management, growth and/or
profitability of the business of the Company (each a "Participant"). As of June
30, 1999, stock options to purchase an aggregate of 581,500 shares of Class A
Common Stock were outstanding (407,500 of which have not yet vested).
The Option Plan is administered by the Board of Directors or, if appointed
by the Board, the Compensation Committee (as applicable, the "Administrator").
The Company currently does not have a Compensation Committee. The Option Plan
permits the Administrator to determine which Participants shall receive awards,
the times when awards are to be granted and the number of shares, terms and
conditions on which the awards will be granted (consistent with the terms of the
Option Plan). The Administrator is entitled to determine whether and to what
extent stock options, Stock Appreciation Rights ("SARs"), Limited Stock
Appreciation Rights ("LSARs"), Restricted Stock, Deferred Stock, Performance
Shares or a combination of the foregoing, are to be granted thereunder.
The Option Plan provides for grants of Incentive Stock Options ("ISOs"),
meeting the requirements of Section 422 of the Code and Non-qualified Stock
Options ("NSOs"), which do not qualify as ISOs. Eligible Employees may be
granted ISOs, NSOs, or both, while all other Participants may only be granted
NSOs, although all awards may be with or without SARs or LSARs. The option price
per share under each ISO or NSO is to be determined by the Administrator in its
sole discretion at the time of grant but shall not, in the
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<PAGE> 11
case of ISOs, be less than 100% of the Fair Market Value (as defined therein) of
the stock on such date. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 425(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the Company and an ISO
is granted to such employee, the option price of such ISO (to the extent
required by the Code at the time of grant) shall be no less than 110% of the
Fair Market Value of the Stock on the date such ISO is granted. The Company is
authorized to make loans available to Participants in connection with the
exercise of outstanding options granted under the Option Plan as the
Administrator, in its sole discretion, may determine appropriate.
Unless otherwise determined by the Administrator, the options shall not be
transferable and shall only be exercisable during the optionee's lifetime by the
optionee. In the event that an employee is terminated for any reason, the stock
option may thereafter be exercised to the extent provided in the applicable
subscription or award agreement.
SARs and LSARs may be granted either alone ("Free Standing") or in
conjunction with all or part of any option granted under the Option Plan
("Related Rights"). LSARs may only be exercised within the 30-day period
following a Change of Control (as defined by the Administrator in the agreement
evidencing such LSAR), and, with respect to LSARs that are Related Rights, only
to the extent that the stock options to which they relate shall be exercisable
in accordance with the provisions of the Option Plan.
SARs that are Related Rights are exercisable only at such time or times and
to the extent that the stock options to which they relate shall be exercisable.
Upon the exercise of a SAR that is a Related Right, an optionee shall be
entitled to receive up to, but not more than, an amount in cash or that number
of shares of Common Stock (or in some combination of cash and shares of Common
Stock) equal in value to the excess of the Fair Market Value of one share of
Common Stock as of the date of exercise over the option price per share
specified in the related stock option multiplied by the number of shares of
Common Stock in respect of which such Related Right SAR is being exercised. The
Administrator has the right to determine the form of payment.
SARs that are Free Standing are exercisable at such time or times and
subject to such terms and conditions as are determined by the Administrator at
or after the grant thereof. Upon the exercise of a SAR that is Free Standing, a
recipient shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Common Stock (or any combination of cash or
shares of Common Stock) equal in value to the excess of the Fair Market Value of
one share of Common Stock as of the date of exercise over the price per share
specified in the grant thereof (which price shall be no less than 100% of the
Fair Market Value of the Common Stock on the date of grant) multiplied by the
number of shares of Common Stock in respect to which the right is being
exercised. The Administrator has the right to determine the form of payment.
Restricted Stock, Deferred Stock or Performance Share awards may be issued
either alone or in addition to other awards granted under the Option Plan. Such
awards are generally subject to restrictions on transfer and termination
determined in the discretion of the Administrator. Such restrictions may be
accelerated or waived in whole or in part based on such factors and such
circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance related
goals, the Participant's termination of employment or service, death or
disability or the occurrence of a Change of Control (as defined in the agreement
evidencing such award).
Upon the award of any restricted stock or performance shares, the
participant will have the rights of a stockholder with respect to the shares,
including dividend rights, subject to the conditions and restrictions generally
applicable to restricted stock specifically set forth in the award agreement for
the participant's restricted stock or performance shares. Upon an award of
deferred stock, the participant will not have any rights of a stockholder, other
than the right to receive dividends, during the specified deferral period.
The Administrator may amend, alter or discontinue the Option Plan, provided
that any amendment which would (i) increase the total number of shares of stock
reserved for the purpose of the Option Plan, (ii) change the class of employees,
directors, consultants and advisors eligible to participate in the Option Plan
or (iii) extend the maximum option period must be approved by the stockholders
to the extent such
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<PAGE> 12
amendment would affect the qualified status of the Option Plan under Rule 16b-3
of the Securities Exchange Act of 1934 ("Act").
Pension Plan. Prior to January 1, 1997, the Company provided a qualified
defined benefit pension plan (the "Pension Plan") which covered all employees
who received a regular salary and who did not work a varied schedule for
purposes of meeting the peak demand requirements of the Company's business
(provisional employees). Effective January 1, 1997, amendments to the Pension
Plan were adopted, including the elimination of the accrual of future benefits
under the Pension Plan.
The following table shows the estimated annual pension benefits payable to
a covered participant upon normal retirement at age 65 under the Pension Plan,
based on the remuneration that is covered under the Pension Plan and years of
service with the Company and its subsidiaries:
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------
5 10 15 20 25 30
REMUNERATION - -- -- -- -- --
------------ --------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000............................. $ 4,150 $ 8,300 $12,450 $16,600 $20,750 $24,900
60,000............................. 5,025 10,050 15,075 20,100 25,125 30,150
70,000............................. 5,900 11,800 17,700 23,600 29,500 35,400
80,000............................. 6,775 13,550 20,325 27,100 33,875 40,650
90,000............................. 7,650 15,300 22,950 30,600 38,250 45,900
100,000............................. 8,625 17,050 25,575 34,100 42,625 51,150
110,000............................. 9,400 18,800 28,200 37,600 47,000 56,400
120,000............................. 10,275 20,550 30,825 41,100 51,375 61,650
130,000............................. 11,150 22,300 33,450 44,600 55,750 66,900
140,000............................. 12,025 24,050 36,075 48,100 60,125 72,150
150,000 to 270,000.................. 12,900 25,600 38,700 51,600 64,500 77,400
</TABLE>
Pension Plan benefits, as shown above, are calculated based upon total
years of services to a maximum of 30 years and the average of the five highest
consecutive calendar years' salary, bonus and certain elements of other
compensation and assume that participants have contributed all years to the Tax
Deferred Account-Mandatory under the Company's 401(k) Retirement Savings Plan
(as amended, the "401(k) Plan"). The annual pension benefits shown are computed
as a straight life annuity with ten years certain period beginning at age 65,
and assume that participants will transfer the balance of the Tax Deferred
Account-Mandatory from the 401(k) Plan to the Pension Plan. The amounts paid
under the Pension Plan are not offset by any social security payments. There are
no Named Officers eligible to receive benefits under the Pension Plan.
401(k) Plan. The Company has amended, effective January 1, 1997, its 401(k)
Plan for all of its eligible employees to replace certain benefits eliminated
under the Pension Plan. Generally, any employee who has completed 12 months of
service and is over 21 years of age is eligible to participate in the 401(k)
Plan. Each eligible employee may elect to contribute to the 401(k) Plan, through
payroll deductions, up to 15% of his or her compensation for services rendered
in any year, not to exceed a statutorily prescribed annual limit. Participants
in the 401(k) Plan are always fully vested in their own contributions. The
401(k) Plan provides that the Company shall make matching contributions to the
401(k) Plan. Each participant becomes fully vested in the Company's
contributions allocated to his or her account upon completion of five years of
service. The Company's contributions are tax-deductible to the Company. Company
contributions to the 401(k) Plan for fiscal 1999 were $214,519 and contributions
of $16,126 were made by the Company to the accounts of the Named Officers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership
of the Company's Common Stock as of October 1, 1999, by: (i) each person who is
known to the Company to own beneficially more than 5% of the outstanding shares
of Class A Common Stock or Class B Common Stock; (ii) each director and each of
the Named Officers owning equity securities of the Company; and (iii) all
executive officers and
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<PAGE> 13
directors of the Company as a group. To the knowledge of the Company, each of
such stockholders has sole voting and dispositive power as to the shares
beneficially owned unless otherwise noted.
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
(VOTING) (NONVOTING)
---------------------- ---------------------
NUMBER PERCENT NUMBER PERCENT
OF SHARES OF CLASS OF SHARES OF CLASS
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Perry Partners(1)...................................... 7,458,862 58.96% 50,000 1.70%
599 Lexington Avenue
New York, NY 10022
Bain Funds(2).......................................... 2,679,616 21.18 -- --
Two Copley Place
Boston, MA 02116
Richard C. Perry(3).................................... 7,458,862 58.96 50,000 1.70
Habib Y. Gorgi(4)...................................... 563,332 4.45 698,750 23.70
Geoffrey Rehnert(5).................................... 2,679,616 21.18 -- --
Robert L. Norton(6).................................... 315,000 2.49 -- --
Fred Johnson(7)........................................ 78,450 * -- --
Francis Piccirillo(8).................................. 68,450 * -- --
Timothy Rasmussen(9)................................... 2,000 * -- --
Michael Soenen(10)..................................... 25,666 * -- --
All executive officers and directors of FTD as a group
(8 people)(11)....................................... 11,191,376 88.47% 748,750 25.40%
</TABLE>
- - -------------------------
* Represents less than 1%
(1) Perry Acquisition Partners, L.P. ("Perry Partners").
(2) A group of five investment funds (the "Bain Funds") controlled by Bain.
(3) The address of Mr. Perry is c/o the Company, 3113 Woodcreek Drive, Downers
Grove, Illinois 60515. All of the shares shown are held by Perry Partners.
Mr. Perry has a controlling interest in Perry Investors, LLC, the general
partner of Perry Partners. Accordingly, Mr. Perry may be deemed to have
voting and dispositive power with respect to the shares held by Perry
Partners. Mr. Perry disclaims beneficial ownership of such shares.
(4) The address of Mr. Gorgi is c/o Fleet Equity Partners, 50 Kennedy Place,
Providence, Rhode Island 02903. Includes shares owned by FGR, Fleet Equity
Partners VII, L.P. ("FEP"), and Chisholm Partners II, L.P. ("CPII") (the
"Fleet Funds"). Two of the Fleet Funds are controlled by FFG, and one of
the Fleet Funds is controlled by an affiliate of a FFG subsidiary. Mr.
Gorgi is the President of FGR, Silverado V Corp. ("SVC") and Silverado II
Corp. ("SIIC"). FGR and SVC are general partners of FEP, and SIIC is the
general partner of Silverado II L.P. ("SIILP"), which is the general
partner of CPII. Mr. Gorgi is also a limited partner of FEP and SIILP. As
President of FGR, SVC and SIIC, Mr. Gorgi may be deemed to share voting and
dispositive power with Robert M. Van Degna, Chairman & CEO of those
entities. Mr. Gorgi disclaims beneficial ownership of all shares which are
directly owned by FGR and those shares which are directly owned by FEP and
CPII, except for his pecuniary interest therein.
(5) The address of Mr. Rehnert is c/o Bain Capital, Inc., Two Copley Place,
Boston, Massachusetts 02116. All of the shares shown are owned by the Bain
Funds. Mr. Rehnert is a Managing Director of Bain, which is a general
partner of the Bain Funds. Accordingly, Mr. Rehnert may be deemed to share
voting and dispositive power as to the shares held by the Bain Funds. Mr.
Rehnert disclaims beneficial ownership of such shares. In addition, the
other Managing Directors of Bain, Joshua Bekenstein, Edward Conrad, David
Dominik, Paul Edgerley, Robert Gay, Adam Kirsch, Mark Nunnelly, Mitt
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<PAGE> 14
Romney, Stephan Pagliuca, Mark B. Wolpow and Robert White, may also be
deemed to share voting and dispositive power as to, and also disclaim
beneficial ownership of, such shares.
(6) The address of Mr. Norton is c/o the Company, 3113 Woodcreek Drive, Downers
Grove, Illinois 60515. Includes 165,000 shares issuable upon exercise of
outstanding options which are exercisable within 60 days of October 1,
1999, 40,000 restricted shares which will vest in three equal annual
installments commencing September 30, 1999 and 50,000 restricted shares
which will vest in three equal annual installments commencing September 30,
2001. The shares owned by Mr. Norton are subject to certain restrictions on
transfer.
(7) The address of Mr. Johnson is c/o the Company, 3113 Woodcreek Drive,
Downers Grove, Illinois 60515. Includes 52,000 shares issuable upon
exercise of outstanding options which are exercisable within 60 days of
October 1, 1999 and 20,000 restricted shares which will vest in three equal
annual installments commencing July 1, 2000. The shares owned by Mr.
Johnson are subject to certain restrictions on transfer.
(8) The address of Mr. Piccirillo is c/o the Company, 3113 Woodcreek Drive,
Downers Grove, Illinois 60515. Includes 42,000 shares issuable upon
exercise of outstanding options which are exercisable within 60 days of
October 1, 1999 and 20,000 restricted shares which will vest in three equal
annual installments commencing July 1, 2000. The shares owned by Mr.
Piccirillo are subject to certain restrictions on transfer.
(9) The address of Mr. Rasmussen is c/o the Company, 3113 Woodcreek Drive,
Downers Grove, Illinois 60515. Represents shares issuable upon exercise of
outstanding options which are exercisable within 60 days of October 1,
1999.
(10) The address of Mr. Soenen is c/o the Company, 3113 Woodcreek Drive, Downers
Grove, Illinois 60515. Includes 9,000 shares issuable upon exercise of
outstanding options which are exercisable within 60 days of October 1, 1999
and 10,000 restricted shares which will vest in three equal annual
installments commencing September 30, 2001. The shares owned by Mr. Soenen
are subject to certain restrictions on transfer.
(11) Includes 140,000 restricted shares which will vest in three equal annual
installments commencing September 30, 1999 with respect to 40,000 shares,
July 1, 2000 with respect to 40,000 shares and September 30, 2001 with
respect to 60,000 shares, and includes 270,000 shares issuable upon
exercise of outstanding options which are exercisable within 60 days of
October 1, 1999.
Except as described above, no directors or executive officers of the
Company beneficially own any shares of Common Stock.
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<PAGE> 15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Management Consulting Services Agreement. Parties related to each of Perry
Partners, the Bain Funds and the Fleet Funds (the "Principal Stockholders") have
entered into an agreement for management consulting services (the "Management
Consulting Services Agreement") with the Company pursuant to which they will
make available to the Operating Company's management, financial and other
corporate advisory services. Subject to certain limitations contained in the
Company's $100 million Credit Agreement dated as of November 20, 1997 with First
Chicago Capital Markets, Inc. , as amended (the "Bank Credit Facilities"), for
each fiscal year of the Operating Company, the Operating Company will pay
dividends to the Company sufficient to allow the Company to pay such affiliates
the annual fee of $2,000,000 and reimbursement of reasonable out-of-pocket
expenses. Subject to certain conditions, such fee will be shared by the parties
thereto in proportion to their relative ownership interests in the Company.
Pursuant to the Management Consulting Services Agreement, the Principal
Stockholders will receive $2.0 million for the year ended June 30, 1999.
Certain directors of the Company will receive indirectly a portion of the
management fee as a result of their ownership interest in or other relationship
with the entities providing services to the Operating Company. Mr. Rehnert, a
director of the Company designated by the Bain Funds, is a Managing Director of
Bain Capital, Inc. Mr. Gorgi, a director of the Company designated by the Bain
Funds, is the President of certain entities which own shares, directly or
indirectly through general partnership interests. Mr. Perry, Ms. Ho and Mr.
Silberberg, directors of the Company designated by Perry Partners, have an
interest in Perry Investors, LLC. Assuming the relative ownership interest among
the Principal Stockholders remains unchanged, Bain Capital, Inc., Fleet Growth
Resources, Inc. and Perry Investors, LLC will be entitled to 23.33%, 11.67% and
65%, respectively, of the fees to be paid by the Company under the Management
Consulting Services Agreement. The portion of such fee each of such directors
will receive, if any, is discretionary.
Stockholders' Agreement. Pursuant to the Stockholders' Agreement, dated
December 19, 1994, among the Company and the Principal Stockholders (as amended,
the "Stockholders' Agreement"), each of the Principal Stockholders has agreed,
among other things, (i) to vote its shares of common stock in order to elect and
maintain a board of directors of the Company and each of its subsidiaries
(including the Operating Company), which consists of a designated number of
nominees of Perry Partners and the Bain Funds and, in the case of the Operating
Company, FTD Association, an Ohio non-profit corporation, nominees as well, (ii)
that certain actions taken by the Company, including (A) amending the
certificate of incorporation or by-laws of the Company, (B) entering into
acquisitions of assets or stock exceeding $4.0 million or (C) effectuating any
merger, consolidation or sale of the Operating Company, require the approval of
two of the directors nominated by Perry Partners and two of the directors
nominated by the Bain Funds and (iii) to certain restrictions on transferring
its shares of Class A Common Stock, including grants to the other Principal
Stockholders of certain rights with respect to the sale of its Class A Common
Stock.
Norton Employment Arrangements. The Company and the Operating Company have
entered into a letter agreement, dated August 18, 1998 (the "Norton Employment
Agreement"), with Mr. Norton to serve as President of the Company and President
and Chief Executive Officer of the Operating Company. The term of the Norton
Employment Agreement expires on September 30, 2003. Mr. Norton's base salary
under the Norton Employment Agreement is currently $350,000 per year, subject to
merit increases in base salary as the Board of Directors may determine, in its
discretion, plus an annual performance bonus as set by the Board of Directors
based upon performance criteria set by the Board. Mr. Norton's annual bonus is
paid at the end of the first quarter of the fiscal year based upon performance
criteria met as of the end of the immediately preceding fiscal year. The Norton
Employment Agreement also provides for participation by Mr. Norton in all
benefit programs, including life, health and disability, available to senior
executives of the Operating Company.
Pursuant to the Norton Employment Agreement, Mr. Norton was granted
Non-Qualified Stock Options to purchase 25,000 shares of Class A Common Stock at
an exercise price of $10.50 per share which vest in five equal cumulative
installments beginning on February 1, 2000. Mr. Norton was also issued 50,000
shares of Class A Common Stock, which are subject to restrictions on transfer
and forfeiture in the event of termination of employment prior to the expiration
of a specified period of time.
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<PAGE> 16
The Norton Employment Agreement provides that Mr. Norton shall be paid an
amount equal to twenty-four months salary if his employment is terminated (other
than for cause) by the Company, provided that no severance payments will be made
beyond September 30, 2003 and such severance obligations are subject to Mr.
Norton's best efforts to mitigate. In addition, pursuant to the Norton
Employment Agreement Mr. Norton has entered into a separate agreement with the
Operating Company which provides for (i) nondisclosure of confidential
information, (ii) noncompetition and (iii) nonsolicitation of customers,
suppliers and employees. Such agreement is effective until three years after Mr.
Norton's employment with the Company is terminated.
The Operating Company has loaned $200,000 to Mr. Norton pursuant to a
five-year, interest bearing recourse note dated October 12, 1998 (the "Norton
Note"), with accrued interest and principal due and payable at Maturity. The
Norton Note bears simple interest at 7% per annum beginning December 1, 1998.
All indebtedness evidenced by the Norton Note will be secured by shares of
Common Stock owned by Mr. Norton. The proceeds of the loan will be used by Mr.
Norton to purchase a primary residence and to assist Mr. Norton with other
relocation expenses. At June 30, 1999, $208,167 in principal and interest was
outstanding under the Norton Note.
Severance Arrangements. Pursuant to the Company's severance policy, the
executive officers of the Company (other than Mr. Norton) will be paid an amount
equal to twelve months salary if such executive officer's employment is
terminated (other than for cause) by the Operating Company (subject to the
executive officer's obligation to mitigate).
Key Management Incentive Plan. Mr. Johnson, Mr. Piccirillo, Mr. Rasmussen
and Mr. Soenen are participants in the Company's Key Management Incentive Plan
which covers approximately 45 key employees of the Company and provides bonuses
in the event that (i) the Company achieves one or more targets based on the
Company's EBITDA (earnings before interest, taxes, depreciation and
amortization), and (ii) the individual achieves specified goals.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officer and directors and holders of 10% or more of the outstanding
Class A Common Stock (collectively, "Reporting Persons") to file an initial
report of ownership (Form 3) and reports of changes of ownership (Forms 4 and 5)
of Class A Common Stock with the Securities and Exchange Commission. Such
persons are required to furnish the Company with copies of all Section 16(a)
reports that they file. Based solely upon a review of Section 16(a) reports
furnished to the Company for the fiscal year ended June 30, 1999 and written
representations from certain Reporting Persons that no other reports were
required, the Company believes that all the Reporting Persons complied with all
applicable filing requirements for the fiscal year ended June 30, 1999, except
that Richard C. Perry, the Company's Chairman of the Board, reported on Form 4 a
transaction that should have been reported on an earlier Form 4.
APPOINTMENT OF AUDITORS
The Board of Directors has selected KPMG LLP to audit the books and
financial records of the Company for the year ending June 30, 2000.
Representatives of KPMG LLP are expected to be present at the Meeting, will be
available to respond to appropriate questions, and will be afforded the
opportunity to make a statement if they desire to do so.
ANNUAL REPORT/FORM 10-K
The Company's 1999 Annual Report to its stockholders is a reproduction of
its Form 10-K filed with the SEC, excluding the filed exhibits listed on the
Index to Exhibits, and is being mailed to all stockholders concurrently with
this Information Statement. Copies of the Company's Form 10-K (without exhibits)
as
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<PAGE> 17
filed with the SEC may be obtained by writing to, FTD Corporation, 3113
Woodcreek Drive, Dowers Grove, Illinois 60515 Attention: Secretary.
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
To be considered for presentation at the annual meeting of the Company's
stockholders to be held in 2000, a stockholder proposal must be received by
Francis Piccirillo, Secretary, FTD Corporation, 3113 Woodcreek Drive, Downers
Grove, Illinois 60515 no later than August 29, 2000.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
at the Meeting.
By Order of the Board of Directors,
/s/ FRANCIS C. PICCIRILLO
--------------------------------------
Francis C. Piccirillo
Secretary
Downers Grove, Illinois
October 25, 1999
15
