<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
SUPERIOR SURGICAL MFG., CO., INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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
SUPERIOR SURGICAL MFG. CO., INC.
[LOGO (R)] 10099 Seminole Boulevard
P.O. Box 4002
Seminole, FL 34645-0002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR
SURGICAL MFG. CO., INC., will be held at the offices of the Company, 10099
Seminole Boulevard, Seminole, Florida, on May 1, 1995 at 10 a.m. (Local Time)
for the following purposes:
1. To elect seven (7) directors to hold office until the next
annual meeting of shareholders and until their respective
successors are duly elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors for the year 1995; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on March 17, 1995, has been fixed as the record date of
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof.
By Order of the Board of Directors,
Seminole, Florida, March 27, 1995 JOHN W. JOHANSEN
Secretary
IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THIS MEETING
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY. THANK YOU.
This instrument contains 12 pages.
-1-
<PAGE> 3
SUPERIOR SURGICAL MFG. CO. INC.
10099 Seminole Boulevard - Seminole, Florida 34642
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of
Superior Surgical Mfg. Co., Inc. (the "Company") in connection with the
solicitation of proxies to be voted at the Company's 1995 Annual Meeting of
Stockholders, which will be held at 10:00 a.m. Local Time on May 1, 1995 at the
offices of the Company, 10099 Seminole Boulevard, Seminole, Florida (the
"Meeting").
Any proxy delivered pursuant to this solicitation may be revoked, at
the option of the person executing the proxy, at any time before it is
exercised by delivering a signed revocation to the Company, by submitting a
later-dated proxy, or by attending the Meeting in person and casting a ballot.
If proxies are signed and returned without voting instructions; the shares
represented by the proxies will be voted as recommended by the Board of
Directors. Shares that are not voted, either by casting a ballot in person or
by returning a signed proxy, by the stockholders or brokers entitled to vote
them will not be considered in the final tabulation.
The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Company. The Company does not expect to
pay any compensation for the solicitation of proxies, but may reimburse brokers
and other persons holding stock in their names, or in the names of nominees,
for their expenses in sending proxy materials to their principal and obtaining
their proxies. The approximate date on which this Proxy Statement and enclosed
form of proxy has been first mailed to stockholders is March 30, 1995.
The close of business on March 17, 1995 has been designated as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Meeting. As of March 1, 1995, 8,363,552 shares of the
Company's Common Stock, par value $1. per share, were issued and outstanding.
Each stockholder will be entitled to one vote for each share of Common Stock
registered in his or her name on the books of the Company on the close of
business on March 17, 1995 on all matters that come before the Meeting.
ELECTION OF SEVEN DIRECTORS
The By-Laws of the Company set the size of the Board of Directors at
seven (7). The Board of Directors currently consists of seven members.
Directors hold their positions until the Meeting at which time the term
expires, after their respective successors are elected and qualified.
The Board of Directors recommends that seven (7) Directors be elected
at the Meeting to hold office until the Company's annual meeting in 1996 and
until their successors shall be duly elected and qualified or until their
earlier resignation, removal from office, or death. The Board of Directors
unanimously recommends that you vote "FOR" the reelection of Gerald M.
Benstock, Alan D. Schwartz, Michael Benstock, Saul Schechter, Peter Benstock,
Thomas K. Riden and Manuel Gaetan, Ph.D., as Directors, to serve the term as
described above. See "Management - Directors and Executive Officers" and
"Certain Transactions" for further information on such nominees. In the event
any of the nominees should be unable to serve, which is not anticipated, the
proxy committee, which consists of Directors Gerald M. Benstock, Alan D.
Schwartz and Saul Schechter, will vote for such other person or persons for the
office of Director as the Board of Directors may recommend.
Shareholders may vote for up to seven (7) nominees and the seven (7)
nominees receiving the highest number of votes shall be elected. Shareholders
may not vote cumulatively in the election of Directors.
-2-
<PAGE> 4
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages (at March 1, 1995)
of the Directors and executive officers and the positions they hold with the
Company. See "Certain Legal Proceedings" concerning an investigation regarding
the Company and Mr. Gerald M. Benstock. Executive officers serve at the
pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
GERALD M. BENSTOCK 64 Chairman, Chief Executive Officer,
Director and a member of the Executive
Committee.
ALAN D. SCHWARTZ 44 Co-President, Director and a member of
the Executive Committee.
MICHAEL BENSTOCK 39 Co-President, Director and a member of
the Executive Committee.
SAUL SCHECHTER 61 Executive Vice President, Director and a
member of the Executive Committee.
PETER BENSTOCK 33 Senior Vice President and Director.
THOMAS K. RIDEN 51 Director and a member of the Audit, Stock
Option and Compensation Committees.
MANUEL GAETAN, PH.D. 57 Director and a member of the Audit, Stock
Option and Compensation Committees.
JOHN W. JOHANSEN 51 Chief Financial Officer, Senior Vice
President, Treasurer and Secretary.
</TABLE>
Gerald M. Benstock is the Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Benstock has served in these positions
for more than the past 5 years, and prior to May 1, 1992, served as President
of the Company. Mr. Benstock also has served as a Director of the Company
since 1951.
Alan D. Schwartz has served as Co-President of the Company since May
1, 1992. Prior to such date, Mr. Schwartz served as Executive Vice President.
Mr. Schwartz has also been a Director of the Company since 1981.
Michael Benstock has served as Co-President of the Company since May
1, 1992. Prior to such date, Mr. Benstock served as Executive Vice President
of the Company. Mr. Benstock has also been a Director of the Company since
1985.
Saul Schechter has served as Executive Vice President for more than
the past 5 years and has been a Director of the Company since 1957.
Peter Benstock has served as Senior Vice President since February 7,
1994, formerly Vice President of the Company since May 2, 1990. He has been a
Director of the Company since November 1, 1990. Mr. Benstock has been with
the Company for more than five years, previously serving as Sales Manager and
Corporate Manager of Sales.
Thomas K. Riden has been Senior Vice President and General Counsel to
Nutmeg Industries, Inc., since July, 1993. Prior thereto, he served for more
than five years as a Senior Lawyer of Riden Earle & Kiefner, P.A., which
performs legal services for the Company, and currently serves as of-counsel to
the firm. Mr. Riden has been a Director of the Company since November 7, 1991.
Manuel Gaetan, Ph.D., has been a Director of the Company since
November 7, 1991. For more than five years, Dr. Gaetan has been President and
C.E.O. of Bobbin Blenheim, Inc.
John W. Johansen has served as Chief Financial Officer, Senior Vice
President and Treasurer of the Company for more than five years. He has served
as Secretary since August 2, 1991.
-3-
<PAGE> 5
No family relationships exist between the Company's Directors,
nominees and executive officers, except that Michael Benstock and Peter
Benstock are sons of Gerald M. Benstock, and Alan D. Schwartz is his
son-in-law. There are no arrangements or understandings between any Director
or nominee and any other person concerning service or nomination as a Director.
The Board has Executive, Audit, Stock Option and Compensation
Committees; it does not have a Nominating Committee. The entire Board of
Directors functions as a Nominating Committee, and the Board will consider any
written recommendations from shareholders for positions on the Board of
Directors.
The Board of Directors held four meeting during 1994. Directors are
compensated on the basis of $1,250 quarterly and $1,000 per meeting attended;
Directors attending Audit or Compensation Committee meetings on a day other
than the day of the Directors' meeting receive $300 per meeting of such
Committee. Directors who are full-time employees of the Company receive no
extra compensation for their services as Directors.
The Executive Committee is authorized to act in place of the Board of
Directors during periods between Board meetings. It met once during the year.
The Audit Committee held two meeting in 1994. Its principal functions
are: recommending to the Board of Directors engagement or discharge of
independent auditors; reviewing with independent auditors plans for and results
of the audit engagement; considering the degree of independence of the
auditors; considering the range of audit fees; and reviewing the scope,
adequacy and the results of the Company's internal auditing procedures and
accounting controls.
The Compensation Committee met once during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the compensation of officers and Directors.
The Stock Option Committee met once during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the granting of incentive stock options to officers and key employees.
In 1994, each incumbent Director attended at least 75% of the Board and
of each committee of which he was a member.
Security Ownership of Management And Others
The following table sets forth, as of December 31, 1994, information
as to the beneficial ownership of the Company's Common Stock by (i) each person
known to the Company having beneficial ownership of more than 5% of the
Company's Common Stock, (ii) each Director, (iii) each executive officer and
(iv) all Directors and executive officers as a group:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
SECURITY OWNERSHIP
----------------------------------------------------------------------------------------------------------------------
Amount And Nature
Of Beneficial Percent Of
Name And Address Of Beneficial Owner Ownership(1) Class
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
GERALD M. BENSTOCK and MOCHELLE A. STETTNER,
as Trustees under Will of David L. Benstock
2331 Lehigh Parkway North, Allentown, Pennsylvania 18130 1,248,208 (2) 14.92%
GERALD M. BENSTOCK
10099 Seminole Boulevard, Seminole, Florida 34642-0002 1,047,314 (2)(3)(6) 12.47%
NEUBERGER & BERMAN
605 Third Street, New York, New York 10158 607,600 (4) 7.26%
</TABLE>
-4-
<PAGE> 6
<TABLE>
<S> <C> <C>
DIMENSIONAL FUND ADVISORS, INC.
1299 Ocean Avenue, Santa Monica, California 90401 469,800 (5) 5.62%
ALAN D. SCHWARTZ
10099 Seminole Boulevard, Seminole, Florida 34642-0002 168,956 (6) 2.01%
MICHAEL BENSTOCK
10099 Seminole Boulevard, Seminole, Florida 34642-0002 161,222 (6) 1.92%
SAUL SCHECHTER
10099 Seminole Boulevard, Seminole, Florida 34642-0002 173,840 (6) 2.07%
PETER BENSTOCK
10099 Seminole Boulevard, Seminole, Florida 34642-0002 115,650 (6) 1.38%
JOHN W. JOHANSEN
10099 Seminole Boulevard, Seminole, Florida 34642-0002 61,500 (6) .73%
MANUEL GAETAN, PH.D.
10099 Seminole Boulevard, Seminole, Florida 34642-0002 600 .01%
THOMAS K. RIDEN
10099 Seminole Boulevard, Seminole, Florida 34642-0002 2,100 .03%
All Directors and Executive Officers as a Group (8 persons) 2,979,390 (1)(2)(3)(6) 34.91%
</TABLE>
_____________________
(1) Except as otherwise indicated, all shares are individually held of
record with sole voting and investment power or held of record by
relative(s) of the named shareholder and the named shareholder has
sole or shared voting and investment power.
(2) Gerald M. Benstock and the trusts under will of David L. Benstock may
be deemed "associates" as that term is defined in the rules and
regulations promulgated under the Securities Exchange Act of 1934, as
amended. Mr. Benstock and his sister are co-trustees and remaindermen
of the trusts under will of David L. Benstock (their father); the
extent of their beneficial interest in or ownership of the Company
Common Shares owned by the trusts is indeterminable at present. None
of the shares held by Mr. Benstock and his sister as trustees are
included in the listing for Mr. Benstock.
(3) Includes 73,240 shares held of record by Mr. Benstock's wife and
78,350 shares held by two trusts in which Mr. Benstock is the trustee
and has sole investment power.
(4) Neuberger & Berman is an investment management firm. Neuberger &
Berman has sole voting power with respect to 79,600 shares and shared
dispositive power with respect to all the shares.
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 469,800
shares; all such shares are held in portfolios of DFA Investment
Dimensions Group, Inc., a registered open-end investment company, or
the DFA Investment Trust Company, a Delaware investment trust, or the
DFA Group Trust and the DFA Participating Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors, Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares, has sole
voting power with respect to 339,900 shares and sole dispositive power
with respect to all the shares.
-5-
<PAGE> 7
(6) The share ownership given for each of the above includes options, some
expiring in 1997 and the balance in 1999, as follows: Mr. G.M.
Benstock - 32,600 shares; Mr. Schwartz - 30,000 shares; Mr. M. Benstock
- 30,000 shares; Mr. Schechter - 26,000 shares; Mr. P. Benstock
- 30,000 shares and Mr. Johansen - 21,500 shares.
Compensation Of Executive Officers
The Following table is a summary of the compensation paid or accrued by the
Company for the last three fiscal years, for services in all capacities to each
of the five executive officers of the Company who were most highly compensated
in the last year.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------------
Annual Compensation
---------------------------------------------------------------------------------------------------------------------------
Long Term
Other Annual Compensation Other
Name And Bonus Compensation Awards Compensation
Principal Position Year Salary($) ($)(1) ($)(2) Options(3)(#) ($)(4)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GERALD M. BENSTOCK, 1994 $201,500 $74,500 $6,085 6,600 shares $287,959
Chairman and CEO 1993 201,500 70,000 9,985 - 288,864
1992 201,500 77,500 9,985 26,000 shares 203,659
ALAN D. SCHWARTZ, 1994 200,000 85,000 735 - -
Co-President 1993 192,500 82,000 735 - -
1992 183,500 77,500 735 30,000 shares -
MICHAEL BENSTOCK, 1994 185,000 85,000 735 - -
Co-President 1993 177,500 82,000 735 - -
1992 165,000 77,500 735 30,000 shares -
SAUL SCHECHTER, 1994 177,000 71,000 735 6,000 shares -
Executive Vice President 1993 171,600 70,000 735 - -
1992 165,000 62,000 735 20,000 shares -
JOHN W. JOHANSEN, 1994 155,000 63,000 735 5,500 shares -
Senior Vice President and 1993 148,500 62,000 735 - -
Chief Financial Officer 1992 142,500 60,000 735 16,000 shares -
</TABLE>
________________________
(1) Cash bonus payments pursuant to an officers bonus pool as determined by
the Compensation Committee and described further in the Report of the
Compansation Committee and Stock Option Committee beginning on Page 8
of the Proxy Statement.
(2) Automobile allowance provided to executive officers.
(3) Options granted in 1994 were for a period of five years expiring on
August 11, 1999, issued under the Company's 1993 Incentive Stock
Option Plan.
(4) The Company paid these net premiums under a Split-Dollar Life
Insurance Agreement on behalf of Gerald M. Benstock for the benefit of
the Benstock Family Insurance Trust. On January 14, 1991, the Company
entered into a Split-Dollar Life Insurance Agreement (the "Agreement")
with the Benstock Family Insurance Trust, John W. Johansen and Alan D.
Schwartz, Trustees (the "Trust"), pursuant to which the Company has
agreed to advance certain sums to the Trust, without interest, to be
used to pay the premiums on a life insurance policy obtained from
Confederation Life Insurance Company in the amount of $10,000,000 on
the lives of Gerald M. Benstock and M. Joan Benstock, his spouse. In
1993, an additional $2,000,000 was added to the trust under an
insurance policy from Massachusetts Mutual Life Ins. Co. on the life
of Gerald M. Benstock. The Trust was established and the policies
obtained for estate planning purposes. Under the terms of the
Agreement, the Company is obligated to advance that portion of the
premium relating to Mr. Benstock, individually, so long as such
premiums are payable under the poli-
-6-
<PAGE> 8
cy. As of December 31, 1994, the Company had advanced $287,959 in
aggregate for 1994 to the Trust. The Trust has assigned to the
Company its interest in the policy as security for repayment of
advances. Advances are repayable only upon (1) the death of the
survivor of Mr. Benstock and his spouse, (2) the surrender of the
policy by the Trust, or (3) the termination of the Agreement prior to
the death of Mr. Benstock and his spouse.
The following table details stock option grants made by the Company to
three of the five most highly compensated executive officers of the Company.
Mr. Schwartz and Mr. M. Benstock received no option grants in 1994.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
-----------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value At
Assumed Annual Rates Of Stock
Price Appreciation For
Individual Grants Option Term(1)
-----------------------------------------------------------------------------------------------------------------------------------
% Of Total
Options Exercise
Options Granted To Or Base Expiration
Name (#)(2) Fiscal Year ($/sh.) Date 5%($) 10%($)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GERALD M. BENSTOCK 6,600 6.29% $15.125 8/11/99 $127,405 $160,769
SAUL SCHECHTER 6,000 5.72% 13.75 8/11/99 105,293 132,867
JOHN W. JOHANSEN 5,500 5.24% 13.75 8/11/99 96,519 121,795
</TABLE>
____________________
(1) Based on five year option term and annual compounding. The 5% and 10%
calculations are set forth in compliance with the Security & Exchange
Commission rules. The Company does not necessarily believe that the
appreciation calculations in compliance with the rules are indicative
of future stock option values.
(2) The grants described in this column were granted by the Company in
1994 pursuant to the Company's 1993 Stock Option Plan. The executive
officers are considered for stock option grants by the Stock Option
Committee on the same basis as all other employees of the Company.
The grants are exercisable until August 11, 1999.
The following table details aggregated stock option exercises in 1994
and stock option values as of December 31, 1994 for unexercised stock options
held by each of the five most highly compensated executive officers of the
Company.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATED STOCK OPTION EXERCISES IN 1994
AND STOCK OPTION VALUES AS OF DECEMBER 31, 1994
-----------------------------------------------------------------------------------------------------------------------------------
Number Of Unexercised Value Of Unexercised In-The-
Shares Acquired Options At FY-End(#) Money Options At FY-End
Name On Exercise (#) Value Realized ($) Exercisable ($)(1) Exercisable
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GERALD M. BENSTOCK - - 26,000 -
6,600
ALAN D. SCHWARTZ 40,000 $237,500 30,000 -
MICHAEL BENSTOCK 40,000 237,500 30,000 -
SAUL SCHECHTER 16,000 66,500 20,000 -
6,000
JOHN W. JOHANSEN 7,000 41,562 16,000 -
5,500
</TABLE>
___________________________
(1) At fiscal year end December 31, 1994, the closing stock price was
$12.50 per share on the American Stock Exchange. The numbers shown
reflect the value of unexercised options accumulated between 1992 and
1994. The stock options described are options granted under the
Company's 1983 and 1993 Stock Option Plan. The value of unexercised
options designated by a "-" indicates options granted that have an
exercise price in excess of the fair market value of the stock as of
December 31, 1994 and therefore are currently not in the money
options.
-7-
<PAGE> 9
Since 1942, the Company has had a retirement plan (the "Basic Plan") which has
been qualified under the Internal Revenue Code. The Basic Plan is a "defined
benefit" plan, with benefits normally beginning at age 65, is non-contributory
by an employee, and the Company's contributions are not allocated to the
account of any particular employee. All employees of the Company (except
employees included in a retirement plan negotiated as part of a union contract)
are eligible to participate in the Basic Plan. The Company also commenced
effective November 1, 1994, the Superior Surgical Mfg. Co., Inc. Supplemental
Pension Plan (the "Supplemental Plan") available to certain eligible employees
of the Company. Retirement benefits available under the Supplemental Plan are
based on the same provisions as in the qualified plan but ignore the salary
limitations imposed by the Internal Revenue Service ($150,000 in 1995).
Accordingly, all eligible employees, regardless of earnings, will receive
exactly the same formula distribution upon retirement. The following table
shows estimated annual retirement benefits for the Basic Plan and Supplemental
Plan (the "Plan") combined, which are payable to employees of the Company upon
retirement in specified compensation and years of service classifications.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PENSION PLAN TABLE
-----------------------------------------------------------------------------------------------------------------------------------
Total Years Of Service At Retirement (Age 65 In 2000)
---------------------------------------------------------------------------------------------------------------
Remuneration 10 15 20 25 OR MORE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(1995)
$125,000 $14,211 $21,317 $ 28,422 $ 35,528
150,000 17,461 26,192 34,922 43,653
175,000 20,711 31,067 41,422 51,778
200,000 23,961 35,942 47,922 59,903
225,000 27,211 40,817 54,422 68,028
250,000 30,461 45,692 60,922 76,153
300,000 36,961 55,442 73,922 92,403
400,000 49,961 74,942 99,922 124,903
450,000 56,461 84,692 112,922 141,153
500,000 62,961 94,442 125,922 157,403
--------------------
</TABLE>
The above table shows a projected annual single life annuity with
annual retirement benefits which would accrue for various period of employment
at various compensation levels, assuming constant earnings in all future years,
continuous employment until age 65, and no change in 1995 Covered Compensation
Level. The Plan provides benefits based on years of service and earnings above
and below the covered Compensation Base. The normal monthly retirement benefit
is 17.5% of an employee's average monthly compensation during the highest paid
five years of the ten years immediately preceding retirement up to his Covered
Compensation Base plus 32.5% of such average monthly compensation in excess of
his Covered Compensation Base, reduced in the event such employee has less than
25 years of service. An employee's compensation includes over-time pay,
commissions and any bonus received and therefore includes executive officers
compensation as described in Salary and Bonus in the Summary Compensation Table
shown above. Of the five most highly compensated executive officers, Mr. G.
Benstock and Mr. Schechter have the maximum years of service credited and Mr.
Schwartz, Mr. M. Benstock and Mr. Johansen have 19, 16, and 22 years service
respectively credited under the Plan. The Basic Plan was amended as of
November 1, 1989. Prior to the amendment, the Basic Plan provided benefits
based on years of service and earnings in excess of the Covered Compensation
Based (the wage bases on which maximum Social Security taxes are payable).
Benefits accrued to November 1, 1989, under the Basic Plan prior to the recent
amendment would be paid, if higher than the sums set forth above.
Report Of The Compensation Committee And Stock Option Committee
The information contained in this section and the following
"Performance Graph" are not deemed to be "soliciting material" or to be "filed"
with the Commission or subject to Regulation 14A under the Securities Exchange
Act of 1934, or to the liabilities of Section 18 of the Securities Exchange Act
of 1934.
-8-
<PAGE> 10
The following report was prepared by independent Directors Thomas K.
Riden and Manuel Gaetan, Ph.D., as the members of the Company's Compensation
Committee and Stock Option Committee:
Annual Compensation (other than stock option grants) for the executive
officers of the Company are determined by the Compensation Committee of the
Company. Stock option grants will be made pursuant to the Company's 1993
Incentive Stock Option Plan, at the discretion of the Stock Option Committee,
to the Company's officers and other key employees. The usual components of the
annual compensation paid to all of the Company's executive officers are (i)
base salary; (ii) a cash bonus awarded pursuant to an informal bonus pool
arrangement for Company officers as established by the Compensation Committee;
(iii) allocations of contributions made by the Company to the respective
accounts of the executive officers under its pension plans; (iv) stock option
grants awarded by the Stock Option Committee; (v) a car allowance; and (vi)
for the Chief Executive Officer, advances pursuant to the Split Dollar
Insurance arrangement described on page 6 of this Proxy Statement. Each of
these components of annual compensation are determined based upon a variety of
factors, most of which are subjective.
The base salaries of the Chief Executive Officer and all other
executive officers of the Company are determined each year by the Compensation
Committee based on factors and criteria consisting of comparison of similarly
situated officers of similar companies, comparison of similarly situated
officers of companies of similar size in the locale of the Company, years of
service, assigned responsibilities, individual performance, growth of the
Company, profitability of the Company and increases in the cost of living. In
this connection, each year the Compensation Committee determines, after
consultation with the Chief Executive Officer and other executive officers, an
overall goal by which the aggregate amount of base salary increases for all
employees of the Company, including the Chief Executive Officer and all other
executive officers are not generally exceeded. Within such overall goal,
individual allocations are then made within each department of the Company such
that the aggregate base salaries paid to each member of that department
generally comply with the target levels for that department. Generally, the
same allocations within the same overall goal is made by the Compensation
Committee with respect to the Chief Executive Officer and the other executive
officers of the Company.
During the first quarter of each fiscal year of the Company, the
Compensation Committee establishes the guidelines for an informal bonus pool in
which the Chief Executive Officer, all executive officers and all corporate
managers are entitled to participate with a maximum bonus, based upon varying
percentages of the base salaries of all executive officers and all corporate
managers of the Company, linked to annual pre-tax earnings as a percentage of
annual net sales on a graduated basis. Individual allocations are then made by
the Compensation Committee with respect to all executive officers of the
Company, including the Chief Executive Officer. Criteria and factors for the
individual allocations are based on responsibilities, individual performance
and direct and indirect contribution to the profitability of the Company.
Inasmuch as each of the Company's pension plans cover all full-time
employees (as defined in the Plan) of the Company, awards to all executive
officers under such plan are made on the same basis as are awards of all other
participants.
Stock option grants to all executive officers and other key employees
of the Company, including the Chief Executive Officer, are made at the
discretion at the Stock Option Committee pursuant to the Company's Stock Option
Plan. Factors and criteria used by the Stock Option Committee in the award of
stock options include individual responsibilities, individual productivity,
individual performance, direct and indirect contribution to the profitability
of the Company and the overall increase in profitability of the Company as
compared to previous years. Any benefits derived from each stock option
granted under the Stock Option Plan is directly attributable to any future
increase in the value of the Company's common stock.
The automobile allowance awarded to each of the 5 most highly
compensated executive officers of the Company has remained approximately
similar for the last 3 fiscal years of the Company. The allowance awarded to
the Chief Executive Officer recognizes the title, function and responsibilities
of the Chief Executive Officer and the manner in which he represents the
Company. The automobile allowance for all other of the 4 most highly
compensated executive officers is relatively minimal and is the same for each
such executive officer.
Except with respect to the car allowance and the advances made
annually to the split dollar insurance arrangement on behalf of the Chief
Executive Officer, all other annual compensation awarded to the Chief
Executive Officer was done on a similar basis, and with similar factors and
criteria, as employed with respect to all other executive officers of the
Company.
-9-
<PAGE> 11
Performance Graph
COMPARISON OF FIVE YEAR CUMULATIVE RETURN* AMONG SUPERIOR SURGICAL MFG. CO.,
INC., S&P 500 INDEX AND S&P TEXTILE APPAREL MANUFACTURERS INDEX**
(Graph)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Superior Surgical Mfg. Co.Inc. 100 132 170 272 216 175
S&P 500 Index 100 93 118 124 133 130
S&P Textile Apparel Manuf. Index 100 85 134 140 102 97
</TABLE>
__________________________
Assumes $100 invested on January 1, 1990 in Superior Surgical Mfg. Co., Inc.
Common Stock, S&P 500 Index and S&P Textile Apparel Manufacturers Index, with
the base measurement point fixed at the close of trading on December 31, 1989.
* Total return assumes reinvestment of dividends and is adjusted for a 4 for
1 stock split of the Company's stock in June, 1992.
** Fiscal year ending December 31st.
Note: The stock price performance shown on the graph above is not necessarily
indicative of future price performance.
-10-
<PAGE> 12
Compensation Committee Interlocks And Insider Participation
The member of the Company's Compensation Committee and the Stock Option
Committee are Thomas K. Riden and Manuel Gaetan, Ph.D. Neither individual has
at any time been an officer of the Company. Mr. Riden is of-counsel to Riden,
Earle & Kiefner, P.A. which earned fees for legal services rendered to the
Company in 1994. See "Certain Transactions."
Certain Transactions
As authorized by Section 726 of the Business Corporation Law of the State
of New York, the Company maintains insurance to indemnify it and its Directors
and officers from certain liabilities to the extent permitted by law; such
insurance is in the face amount of $5,000,000 with Federal Insurance Company,
under contract dated August 27, 1994 at an annual premium of $91,671. No sums
have been paid or sought under any such indemnification insurance.
The Company incurred approximately $50,000 of expenses for services
provided by the law firm of Riden, Earle & Kiefner, P.A. in 1994. The firm
continues to provide legal services to the Company. Thomas K. Riden is a
former director and senior lawyer in the firm and serves as of-counsel to the
firm.
Compliance With Section 16(a) Of The Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, officers and holders of more than 10% of the company's
Common Stock to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
any other equity securities of the Company. To the Company's knowledge, based
solely upon a review of the forms and reports filed with the Company by such
persons, all such Section 16(a) filing requirements were complied with in 1994.
CERTAIN LEGAL PROCEEDINGS
As previously reported the Company has been advised that it is a target of
a Federal criminal investigation. The investigation relates to a dispute
involving alleged false statements and false claims purportedly made in
connection with contracts ostensibly awarded by the U.S. Department of Veterans
Affairs. The investigation is also evaluating actions by agents of the Company
in connection with the matter, including those of Gerald M. Benstock, a nominee
for Director. A former Vice President of the Company has entered into a plea
agreement with Federal authorities in connection with the investigation,
however, the specific terms and conditions of such agreement are not, as yet,
known to the Company. A parallel civil investigation is also being pursued by
Federal authorities.
Although no claim has been made by the government, the Company has
previously offered to settle all potential charges relating to these matters,
however, the Company's offer was declined by the agency. The Company
continues to cooperate with the investigations and engage in settlement
discussions. The ultimate effect of the investigations is unknown to the
Company.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has, subject to ratification by the Company's
shareholders, appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the financial statements of the Company for the year
ending December 31, 1995; said firm has served as the Company's auditors for
more than 30 years. The appointment was made on the recommendation of the
Audit Committee.
The Company expects representatives of Deloitte & Touche LLP to be present
at and available to respond to appropriate questions at the Annual Meeting.
Representatives of Deloitte & Touche LLP will have the opportunity to make a
statement if they so desire.
-11-
<PAGE> 13
Stockholder ratification of the Company's independent certified public
accountants is not required by the Company's By-Laws or otherwise. The Board
of Directors has elected to seek such ratification as a matter of good
corporate practice and unanimously recommends a vote "FOR" such ratification of
the appointment of Deloitte & Touche LLP, independent certified public
accountants, to serve as the Company's auditors for the year 1995. If the
shareholders do not ratify this appointment, the Audit Committee will consider
recommending to the Board of Directors the appointment of other auditors.
OTHER BUSINESS
Management of the Company does not know of any other business that may be
presented at the Meeting. If any matter not described herein should be
presented for stockholder action at the Meeting, the persons named in the
enclosed Proxy will vote the shares represented thereby in accordance with their
best judgment.
STOCKHOLDER PROPOSALS FOR
PRESENTATION AT THE 1996 ANNUAL MEETING
If shareholder desires to present a proposal for action at the meeting of
shareholders to be held in 1996, and such proposal conforms to the rules and
regulations of the Securities and Exchange Commission and is in accordance with
other federal laws as well as the laws of the State of New York, such proposal
must be received by the Company by November 30, 1995, to be included in the
Company's Proxy Statement and proxy for such 1996 meeting.
By Order of the Board of Directors
JOHN W. JOHANSEN
Secretary
Dated: March 27, 1995
<PAGE> 14
Appendix A
SUPERIOR SURGICAL MFG. CO., INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints GERALD M. BENSTOCK, SAUL SCHECHTER, and ALAN D.
SCHWARTZ, or any one of them, as proxies with full power of substitution, to
represent and to vote the shares of the undersigned at the Annual Meeting of
Shareholders to be held at 10 A.M. (local time) on Monday, May 1, 1995 at the
offices of the Company, 10099 Seminole Boulevard, Seminole, Florida, and at any
adjournment or postponement thereof, as instructed on the reverse side.
(Continue on the reverse side)
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C>
The Board of Directors Recommends a Vote FOR Proposals 1 and 2
/X/ Please mark
your votes
as in this
example
------------
COMMON WITHHOLD
FOR FOR ALL FOR AGAINST ABSTAIN
Proposal 1. The election of seven Directors as set / / / / Proposal 2. The ratification / / / / / /
forth in the Proxy Statement: Gerald M. Benstock, Alan D. of the appointment of Deloitte
Schwartz, Michael Benstock, Saul Schechter, & Touche LLP as the Company's
Peter Benstock, Thomas K. Riden and Manuel Gaetan independent auditors for the
Year 1995.
Instructions: To withhold authority to vote for any individual
nominee(s), write that nominee's name in the space provided
below.
Other Business. The Proxies are authorized to vote
------------------------------------------------------------------------ in their discretion upon such other business as may
------------------------------------------------------------------------ properly come before the meeting and any adjournment
------------------------------------------------------------------------ or postponement thereof.
Please check this box if you plan to attend the / /
Annual Meeting of Shareholders.
This proxy when properly executed will be voted in
the manner directed herein by the undersigned.
If not otherwise specified, this proxy will be
voted FOR Proposals 1 and 2.
---------------------------------------------------
---------------------------------------------------
Signature(s)
Note: Please sign your name exactly as it appears
at left. When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title as such.
Please sign, date and return this proxy promptly in the enclosed business reply envelope. Date.
----------------------------------
</TABLE>
