<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
[SSMCI LOGO] SUPERIOR SURGICAL MFG. CO., INC.
10099 Seminole Boulevard
P.O. Box 4002
Seminole, FL 34645-0002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 1996
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 3, 1996 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 or appointed and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors for the year 1996; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on March 22, 1996, has been fixed as the record date for
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, 1996 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 16 pages.
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<PAGE> 3
SUPERIOR SURGICAL MFG. CO., INC.
10099 SEMINOLE BOULEVARD
SEMINOLE, FLORIDA 34642
PROXY STATEMENT FOR 1996
ANNUAL MEETING OF STOCKHOLDERS
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 1996 Annual Meeting of Stockholders, which
will be held at 10:00 a.m. Local Time on May 3, 1996 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, or through
abstention, 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 principals 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 27, 1996.
The close of business on March 22, 1996 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, 1996, 8,133,552 shares of the Company's
Common Stock, par value $1.00. 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 22, 1996 on all matters that come before the Meeting.
ELECTION OF 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.
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<PAGE> 4
The Board of Directors recommends that seven (7) Directors be elected at
the Meeting to hold office until the Company's annual meeting in 1997 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","Certain Transactions" and
"Legal Proceedings" 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.
MANAGEMENT
Directors and Executive Officers
The following table sets forth the names and ages (at March 1, 1996) of
the Directors and executive officers and the positions they hold with the
Company. Executive officers serve at the pleasure of the Board of Directors.
NAME AGE POSITION
- ---- --- --------
Gerald M. Benstock 65 Chairman, Chief Executive Officer, Director and a
member of the Executive Committee.
Alan D. Schwartz 45 Co-President, Director and a member of the Executive
Committee.
Michael Benstock 40 Co-President, Director and a member of the Executive
Committee.
Saul Schechter 62 Executive Vice President, Director and a member of
the Executive Committee.
Peter Benstock 34 Senior Vice President and Director.
Thomas K. Riden 52 Director and a member of the Audit, Stock Option and
Compensation Committees.
Manuel Gaetan, Ph.D. 58 Director and a member of the Audit, Stock Option and
Compensation Committees.
John W. Johansen 52 Chief Financial Officer, Senior Vice President,
Treasurer and Secretary.
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.
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<PAGE> 5
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 served as 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. Mr. Benstock has
also been a Director of the Company since 1990.
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 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.
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.
-4-
<PAGE> 6
The Board of Directors held five meetings during 1995. 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 four times during the
year.
The Audit Committee held two meetings in 1995. 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 1995, each incumbent Director attended all meetings of the Board and of
each committee for which he was a member.
See "Certain Transactions" and "Legal Proceedings" for additional
information on certain members of management.
Security Ownership of Management and Others
The following table sets forth, as of December 31, 1995, 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 Percent of
Name and Address of Beneficial Owner of Beneficial 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) 15.35%
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C> <C>
GERALD M. BENSTOCK
10099 Seminole Boulevard
Seminole, Florida 34642-0002 1,037,814 (2)(3)(6) 12.70%
DIMENSIONAL FUND ADVISORS, INC.
1299 Ocean Avenue
Santa Monica, California 90401 526,800 (4) 6.48%
T. ROWE PRICE ASSOCIATES, INC.
100 East Pratt Street
Baltimore, Maryland 21202 425,000 (5) 5.23%
ALAN D. SCHWARTZ
10099 Seminole Boulevard
Seminole, Florida 34642-0002 183,356 (6) 2.24%
MICHAEL BENSTOCK
10099 Seminole Boulevard
Seminole, Florida 34642-0002 176,972 (6) 2.17%
SAUL SCHECHTER
10099 Seminole Boulevard
Seminole, Florida 34642-0002 182,840 (6) 2.24%
PETER BENSTOCK
10099 Seminole Boulevard
Seminole, Florida 34642-0002 127,050 (6) 1.56%
JOHN W. JOHANSEN
10099 Seminole Boulevard
Seminole, Florida 34642-0002 69,500 (6) 0.85%
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) 3,028,440 (1)(2)(3)(6) 36.26%
</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 79,700
shares held by two trusts in which Mr. Benstock is the trustee and has sole
investment power.
(4) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 526,800 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 dis-
-6-
<PAGE> 8
claims beneficial ownership of all such shares, has sole voting power with
respect to 368,500 shares and sole investment power with respect to all the
shares.
(5) These securities are owned by various individual and institutional
investors including the T. Rowe Price Mutual Funds, which owns 425,000
shares, which T. Rowe Price Associates, Inc. (Price Associates) serves as
investment adviser with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(6) The share ownership given for each of the above includes options, some
expiring in 1997, 1999 and the balance in 2000, as follows: Mr. G. M.
Benstock - 40,800 shares; Mr. Schwartz - 39,000 shares; Mr. M. Benstock -
39,000 shares; Mr. Schechter - 35,000 shares; Mr. P. Benstock - 36,000
shares and Mr. Johansen - 29,500 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
Compensation
Other Annual Awards Other
Name and Bonus Compensation ------ Compensation
Principal Position Year Salary($) ($)(1) ($)(2) Options (3)(#) ($) (4)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GERALD M. BENSTOCK, 1995 $201,500 $ - $6,085 8,200 shares $286,317
Chairman and CEO 1994 201,500 74,500 6,085 6,600 shares 287,959
1993 201,500 70,000 9,985 - 288,864
ALAN D. SCHWARTZ, 1995 210,000 - 735 9,000 shares -
Co-President 1994 200,000 85,000 735 - -
1993 192,500 82,000 735 - -
MICHAEL BENSTOCK, 1995 195,000 - 735 9,000 shares -
Co-President 1994 185,000 85,000 735 - -
1993 177,500 82,000 735 - -
SAUL SCHECHTER, 1995 184,000 - 735 9,000 shares -
Executive Vice 1994 177,000 71,000 735 6,000 shares -
President 1993 171,600 70,000 735 - -
JOHN W. JOHANSEN, 1995 162,000 - 735 8,000 shares -
Senior Vice 1994 155,000 63,000 735 5,500 shares -
President and Chief 1993 148,500 62,000 735 - -
Financial Officer
</TABLE>
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<PAGE> 9
(1) Cash bonus payments pursuant to an officers bonus pool as determined by
the Compensation Committee and described further in the Report of the
Compensation Committee and Stock Option Committee beginning on page
of the Proxy Statement.
(2) Automobile allowance provided to executive officers.
(3) Options granted in 1994 and 1995 were for a period of five years expiring
on August 11, 1999 and August 3, 2000 respectively, 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 policy. As of December 31, 1995, the Company had
advanced $286,317 in aggregate for 1995 to the Trust. The Trust has
assigned to the Company its interest in the policy as security for
repayment of advances. Advances are repayable only upon (1) the death of
the survivor of Mr. Benstock and his spouse, (2) the surrender of the
policy by the Trust, or (3) the termination of the Agreement prior to the
death of Mr. Benstock and his spouse.
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<PAGE> 10
The following table details stock option grants made by the Company to the
five most highly compensated executive officers of the Company.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
STOCK OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
INDIVIDUAL GRANTS Option Term (1)
- -----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
- -----------------------------------------------------------------------------------------------------------
% of Total Options Exercise
Options Granted to or Base
Granted Employees in Fiscal Price Expiration
Name (#) (2) Year ($/SH.) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Gerald M. Benstock 8,200 5.64% $11.825 8/3/2000 $123,755 $156,163
Alan D. Schwartz 9,000 6.19% 10.75 8/3/2000 123,480 155,817
Michael Benstock 9,000 6.19% 10.75 8/3/2000 123,480 155,817
Saul Schechter 9,000 6.19% 10.75 8/3/2000 123,480 155,817
John W. Johansen 8,000 5.50% 10.75 8/3/2000 109,760 138,504
</TABLE>
(1) Based on five year option term and annual compounding. The 5% and 10%
calculations are set forth in compliance with the Security and Exchange
Commission rules. The Company does not necessarily believe that the
appreciation calculations in compliance with the rules are indicative of
future stock option values.
(2) The grants described in this column were granted by the Company in 1995
pursuant to the Company's 1993 Stock Option Plan. The executive officers
are considered for stock option grants by the Stock Option Committee on
the same basis as all other employees of the Company. The grants are
exercisable until August 3, 2000.
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<PAGE> 11
The following table details aggregated stock option exercises in 1995 and
stock option values as of December 31, 1995 for unexercised stock options held
by each of the five most highly compensated executive officers of the Company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
AGGREGATED STOCK OPTION EXERCISES IN 1995
AND STOCK OPTION VALUES AS OF DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------------------
Value of
Unexercised
Number of In-The-Money
Unexercised Options Options at FY-End
Shares Acquired at FY-End (#) ($)(1)
Name on Exercise (#) Value Realized ($) Exercisable Exercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald M. Benstock - - 8,200 -
- - 6,600 -
- - 26,000 -
Alan D. Schwartz - - 9,000 -
- - - -
Michael Benstock - - 9,000 -
- - 30,000 -
Saul Schechter - - 9,000 -
- - 6,000 -
- - 20,000 -
John W. Johansen - - 8,000 -
- - 5,500 -
- - 16,000 -
</TABLE>
(1) At fiscal year end December 31, 1995, the closing stock price was $9.625
per share on the American Stock Exchange. The numbers shown reflect the
value of unexercised options accumulated between 1992 and 1995. 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, 1995 and therefore are
currently not in the money options.
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
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<PAGE> 12
Service ($150,000 in 1996). 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 2001)
-----------------------------------------------------
Remuneration 10 15 20 25 or More
-----------------------------------------------------
<S> <C> <C> <C> <C>
(1996)
$125,000 $14,102 $21,153 $28,204 $35,255
150,000 17,352 26,028 34,704 43,380
175,000 20,602 30,903 41,204 51,505
200,000 23,852 35,778 47,704 59,630
225,000 27,102 40,653 54,204 67,755
250,000 30,352 45,528 60,704 75,880
300,000 36,852 55,278 73,704 92,130
350,000 43,352 65,028 86,704 108,380
400,000 49,852 74,778 99,704 124,630
450,000 56,352 84,528 112,704 140,880
500,000 62,852 94,278 125,704 157,130
</TABLE>
The above table shows a projected annual single life annuity with annual
retirement benefits which would accrue for various periods of employment at
various compensation levels, assuming constant earnings in all future years,
continuous employment until age 65, and no change in 1996 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 20, 17 and 23 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
Base (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.
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<PAGE> 13
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.
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 8 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.
-12-
<PAGE> 14
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 the 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 included individual responsibilities, individual productivity,
individual performance, direct and indirect contribution to the profitability
of the Company. 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.
-13-
<PAGE> 15
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>
Superior Surgical S&P S&P Textile
Mfg. Co., Inc. 500 Index Apparel Manuf. Index
- ------------------------------------------------------------------
<S> <C> <C> <C>
1990 100 100 100
1991 129 126 158
1992 206 133 165
1993 163 143 120
1994 132 140 114
1995 95 187 126
- ------------------------------------------------------------------
</TABLE>
_______________
Assumes $100 invested on January 1, 1991 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, 1990.
* 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.
-14-
<PAGE> 16
Note: The stock price performance shown on the graph above is not necessarily
indicative of future price performance.
Compensation Committee Interlocks and Insider Participation
The members 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 1995.
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, 1995 at an annual premium of $86,671. No sums
have been paid or sought under any such indemnification insurance.
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 1995.
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.
While the ultimate result of the dispute and investigations has not yet
been determined, the Company has reached tentative agreements with the
Department of Justice and the United States Attorney's Office in Tampa,
Florida, to resolve these disputes with the federal government. The tentative
agreements are subject to additional approvals within the government and by the
court. If finalized, the agreements will resolve the dispute and the criminal
and civil investigations of the Company arising from the VA contracts. The
agreements provide for a $6,200,000 payment to settle civil and contractual
disputes and a $300,000 fine coupled with a guilty plea by the Company for one
count for a violation of the Federal False Statements Act. The Company is not
certain whether or not the previously terminated officer will be charged in
connection with the matter. However, upon finalization of the agreements, the
investigations are expected to be con-
-15-
<PAGE> 17
cluded with neither Mr. Benstock nor any of the other Company's existing
officers or directors being charged. The Company is in active discussions with
the Department of Veterans Affairs (formerly the Veterans Administration) with
regard to the Company's ability to receive future Federal contracts and other
benefits. Management expects that no restrictions will be placed on the
Company as a result of the agreements and resulting plea.
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, 1996; 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.
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 1996. 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 1997 ANNUAL MEETING
If a shareholder desires to present a proposal for action at the annual
meeting of shareholders to be held in 1997, 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, 1996, to be
included in the Company's Proxy Statement and proxy for such 1997 meeting.
By Order of the Board of Directors
JOHN W. JOHANSEN
Secretary
Dated: March 27, 1996
-16-
<PAGE> 18
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 Friday, May 3, 1996 at the
offices of the Company, 10099 Seminole Boulevard, Seminole, Florida, and at any
adjournment or postponement thereof, as instructed on the reverse side.
(Continued on the reverse side)
FOLD AND DETACH HERE
<PAGE> 19
<TABLE>
<CAPTION>
The Board of Directors Recommends a Vote FOR Proposals 1 and 2. Please mark your
votes as indicated /X/
in this example
WITHHOLD
FOR FOR ALL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
PROPOSAL 1. The election of seven / / / / Proposal 2. The ratification of the / / / / / /
Directors as set forth in the appointment of Deloitte & Touche LLP
Proxy Statement: Gerald M. Benstock, as the Company's Independent auditors
Alan D. Schwartz, Michael Benstock, for the year 1996.
Saul Schechter, Peter Benstock,
Thomas K. Riden and Manuel Gaetan
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.
-------------------------------------------------
------------------------------------------------
Signatures
Note: Please sign your name exactly as it appears
at left. When signing as attorney, executor,
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
--------------------------------------------
FOLD AND DETACH HERE
</TABLE>
