SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
Audits and Surveys Worldwide, Inc.
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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AUDITS & SURVEYS WORLDWIDE, INC.
650 Avenue of the Americas
New York, New York 10011
---------------------------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
---------------------------------------------
Annual Meeting of Stockholders
June 6, 1996
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC.
650 Avenue of the Americas
New York, New York 10011
(212) 627-9700
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 6, 1996
-------------
To the Stockholders of
Audits & Surveys Worldwide, Inc.:
Notice is Hereby Given that the Annual Meeting of the Stockholders of
Audits & Surveys Worldwide, Inc., a Delaware corporation (the "Company"), will
be held at The Andrew Heiskell Library, 40 West 20th Street, New York, New York
10011, on Thursday, June 6, 1996 at 10:00 a.m. local time, for the following
purposes:
1. To elect 11 directors to the Company's Board of Directors to
serve until the Company's next Annual Meeting of Stockholders
following their election or until their successors are duly
elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
public accountants to audit the Company's consolidated financial
statements for 1996; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
The stock transfer books of the Company will not be closed but only
stockholders of record at the close of business on April 17, 1996 will be
entitled to notice of and to vote at such meeting or any adjournments or
postponements thereof. A complete list of the stockholders entitled to vote will
be available for inspection by any stockholder during the meeting; in addition,
the list will be open for examination by any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at the offices of Audits & Surveys Worldwide,
Inc., 650 Avenue of the Americas, New York, New York 10011.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors
Anthony Timiraos
Secretary
New York, New York
Date: May 6, 1996
THIS IS AN IMPORTANT MEETING AND ALL STOCKHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR YOUR CONVENIENCE. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY
NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN
PERSON.
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC.
650 Avenue of the Americas
New York, New York 10011
(212) 627-9700
------------
PROXY STATEMENT
------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to stockholders of Audits & Surveys
Worldwide, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders (the "Annual Meeting"), to be held at The Andrew Heiskell
Library, 40 West 20th Street, New York, New York 10011, on Thursday, June 6,
1996 at 10:00 a.m. local time, or any adjournments or postponements thereof for
the purposes set forth in the accompanying Notice of Annual Meeting.
The mailing of this Proxy Statement and the enclosed proxy to stockholders
will begin on or about May 6, 1996. Stockholders should review the information
provided herein in conjunction with the Company's Annual Report to Stockholders
for the year ended December 31, 1995 which accompanies this Proxy Statement.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should you so desire. You may revoke or change your proxy at any time prior to
its use at the meeting by giving the Company a written direction to revoke your
proxy, giving the Company a new proxy or attending the meeting and voting in
person. Any writing intended to revoke a proxy should be sent to the Company at
its principal executive offices, 650 Avenue of the Americas, New York, New York
10011, attention Anthony Timiraos, Secretary.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy will be borne by
the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting proxies other than their regular
salaries. The Company may request banks, brokers and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their principals and
to request authority for the execution of proxies. The Company will reimburse
such persons for their reasonable out-of-pocket expenses in so doing.
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's stockholders will consider and vote
upon the following matters:
(1) To elect 11 directors to the Company's Board of Directors to
serve until the Company's next Annual Meeting of Stockholders
following their election or until their successors are duly elected
and qualified; and
(2) To ratify the appointment of Deloitte & Touche LLP as independent
public accountants to audit the Company's consolidated financial
statements for 1996.
You are requested to mark, sign and date the accompanying proxy and return
it promptly in the enclosed pre-addressed envelope. Proxies duly executed and
received in time for the Annual Meeting will be voted at the meeting in
accordance with the instructions indicated. Where no instructions are indicated,
proxies will be voted for the nominees for director set forth herein and to
ratify the appointment of Deloitte & Touche LLP. Proxies will also be voted FOR
or AGAINST such other business as may properly come before the Annual Meeting in
the discretion of the persons named in the proxy.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on April 17, 1996 as
the record date (the "Record Date") for the determination of stockholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of April 17,
1996 there were issued and outstanding 13,099,103 shares of Common Stock. Each
share of Common Stock outstanding on the Record Date is entitled to one vote on
each matter submitted to stockholders for approval at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Under applicable Delaware law, abstentions and
broker non-votes will not have the effect of votes in opposition to the election
of a director but abstentions will have the effect of votes in opposition to the
ratification of auditors. A plurality of the votes of the shares present in
person or represented by proxy at the Annual Meeting is required with respect to
the election of directors. The affirmative votes of the holders of a majority of
the shares present and voting at the Annual Meeting is required for the
ratification of the appointment of independent auditors.
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<PAGE>
OWNERSHIP OF VOTING SECURITIES
The following table set forth, as of April 17, 1996, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each of the
Named Executive Officers (as such term is hereinafter defined) and (iv) all
directors and executive officers of the Company as a group.
Amount and
Nature of Percent of
Name and Address Beneficial Outstanding
of Beneficial Owner (1) Ownership (2) Shares
- - ----------------------- -------------- ------------
Solomon Dutka 5,696,444 (3) 43.49%
2600 Netherland Avenue
Riverdale, New York 10463
Carl Ravitch 1,526,713 11.66%
2602 Woodsview Drive
Bensalem, Pennsylvania 19020
Marilyn Roshwalb 813,664 (4) 6.21%
9 Sycamore Drive
Great Neck, New York 11024
H. Arthur Bellows, Jr. 674,153 (5) 5.15%
15 Upper Cross Road
Greenwich, Connecticut 06831
Anthony Timiraos 479,980 3.66%
Alan J. Ritter 7,260 (6) *
Charles E. Bradley 7,969 (7) *
Bryan Dyson 0
Matthew Goldstein 0
Robert c. Miller 0
William Newman 1,000 *
Sol Young 0
William A. Zebedee 907 *
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Amount and
Nature of Percent of
Name and Address Beneficial Outstanding
of Beneficial Owner (1) Ownership (2) Shares
- - ----------------------- ------------- ------------
All directors and executive
officers as a group (13 persons) 8,556,296 65.32%
*Less than 1%
(1) Pursuant to the rules of the Securities and Exchange Commission (the
"SEC"), addresses are only given for holders of 5% or more of the
outstanding Common Stock of the Company.
(2) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to such shares. For purposes of this
table, a person or group of persons is deemed to have "beneficial
ownership" of any shares which such person or group has the right to
acquire within 60 days of April 17, 1996. For purposes of computing the
percent of outstanding shares held by each person or group named above
as of a given date, any shares which such person or group has the right
to so acquire are deemed to be outstanding, but are not deemed to be
outstanding for purpose of computing the percentage owned by any other
person or group.
(3) Includes an aggregate of 844,539 shares of Common Stock held in three
trusts for the benefit of members of Dr.Dutka's family, as to which
shares Dr. Dutka disclaims beneficial ownership.
(4) Includes an aggregate of 400,000 shares held by the Irving Roshwalb
Trust of which Marilyn Roshwalb is a trustee and sole beneficiary. The
information as to these holdings has been derived from a Schedule 13D
dated March 31, 1995 filed by Marilyn Roshwalb.
(5) Includes 76,200 shares owned by Mr. Bellows' wife and children, as to
which shares Mr. Bellows disclaims beneficial ownership.
(6) Includes 7,260 shares owned by Mr. Ritter's children, as to which shares
Mr. Ritter disclaims beneficial ownership.
(7) Includes 2,656 shares owned by Mr. Bradley's wife, as to which shares
Mr. Bradley disclaims beneficial ownership.
ELECTION OF DIRECTORS
The proxy will be voted (unless such vote is withheld) in favor of the
election of the persons named below, as directors, each to hold office for a
term of one year or until the next Annual Meeting, or until another is chosen in
his stead. In the event that any of said nominees does not remain a candidate at
the time of the Annual Meeting (a situation which the Board of Directors does
not now anticipate), the proxy solicited hereunder will be voted in favor of
those nominees who do remain as candidates and may be voted for substitute
nominees.
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<PAGE>
Name, Age and Other Positions, Period Served as Director and Business
if any, with the Company Experience During Past 5 Years
------------------------ ---------------------------------------
Solomon Dutka 72 Served as a director, Chairman and Chief
Chairman and Chief Executive Officer of the Company since March
Executive Officer 1995. A founder of Audits and Surveys, Inc.
("A&S") in 1953, he served A&S in various
capacities, including as its Chairman and
President, prior to its merger with The
Triangle Corporation ("Triangle") in
March 1995.
H. Arthur Bellows, Jr. 58 Served as a director, President and Chief
President and Chief Operating Officer of the Company since March
Operating Officer 1995. He served as a director and Chairman of
Tiangle from August 1967 until its merger with
A&S in March 1995 and as Triangle's President
from October 1971 until March 1995. Also
served as a director of United Video Satellite
Group, Inc. and Scott Cable Communications,
Inc. until January 25, 1996 and February 12,
1996, respectively.
Carl Ravitch 54 Served as a director and Executive Vice
Executive Vice President President of the Company since March 1995. He
joined A&S in 1967 and served as its Executive
Vice President - Chief Marketing Officer from
1992 until the merger with Triangle in
March 1995.
Anthony Timiraos 43 Served as a director and Executive Vice
Executive Vice President President of the Company since March 1995. He
Secretary and Treasurer joined A&S in 1988 as Vice resident - Finance
and served as its Executive Vice President -
Finance and Chief Financial Officer until
the merger with Triangle in March 1995.
Charles E. Bradley 66 Served as director of the Company since March
1995. He served as director of Triangle from
1967 to March 1995. President of Stanwich
Partners, Inc. (a private investment banking
firm). Also serves as a director of General
Housewares Corp., Zydeco, Consumer Portfolio
Services, Reunion Industries Inc., De Vlieg-
Bullard, Inc. ("DBI"), Texon Energy Corp. and
Sanitas, Inc. On August 5, 1991, DeVlieg Inc.,
an affiliate of DBI, filed a petition for
reorganization under Chapter 11 of the U.S.
Bankruptcy Code. Mr. Bradley was a Vice
President and director of DeVlieg, Inc. until
December 1989.
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<PAGE>
Brian G. Dyson 60 Served as a director of the Company since May
1995. President of Chatham International Corp.
since December 1993 and Senior Consultant to The
Coca-Cola Company since 1992. Prior to 1992, Mr.
Dyson was President and CEO of Coca-Cola
Enterprises, Inc. and held various other
executive level positions with The Coca-Cola
Company.
Matthew Goldstein 54 Served as a director of the Company since March
1995 President of Bernard M. Baruch College since
1991. Prior to such appointment, Mr. Goldstein
served as Acting Vice Chancellor for Academic
Affairs for the City University of New
York and President of The City of New York's
Research Foundation. Also serves as director of
Health-Chem Corporation and Bronx-Lebanon
Hospital.
Robert C. Miller 30 Served as a director of the Company since March
1995. Vice President and Director of Allen &
Company Incorporated (an investment banking
firm) since 1986. Also serves as director of
Envirogen, Inc. (a public environmental
company) and Mediscience Technology
Corporation (a public medical technology company).
William Newman 69 Served as a director of the Company since March
1995. Chief Executive Officer and Chairman of Ne
Plan Realty Trust (a New York Stock Exchange
isted real estate investment trust)since 1972.
Sol Young 73 Served as a director of the Company since March
1995. President of ZY Hampton Corporation (a real
estate corporation) since 1986.
William A. Zebedee 59 Served as a director of the Company since March
1995. He served as a director of Triangle from
1986 to March 1995. President of MICA Resources,
Ltd. (aluminum sales trading) since 1988.
Under the terms of a stockholder's agreement dated March 24, 1995, the
then stockholders of A&S (who included Messrs. Dutka, Ravitch and Timiraos)
agreed, among other things, to vote their shares of the Company's Common Stock
at the 1996 Annual Meeting of Stockholders of the Company for the election of
Mr. Bellows and two persons nominated by him to the Board of Directors of the
Company. Messrs. Bradley and Zebedee are Mr. Bellows' nominees under the
stockholders' agreement.
The Board of Directors unanimously recommends a vote FOR each of the
foregoing nominees for director. Your proxy will be so voted unless you specify
otherwise.
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<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1995, the Board of Directors held four
meetings and took certain actions on two other occasions by written consent.
During 1995, each director attended at least 75% of the total number of meetings
of the Board of Directors and each Committee in which he served, except Mr.
Brian G. Dyson.
The Board of Directors has established certain Committees to assist it in
the discharge of its responsibilities. The following table identifies the
current members of the committees.
Compensation
Executive Audit and StockOption Nominating
Committee Committee Committee Committee
Solmon Dutka X X
H. Arthur Bellows, Jr. X X
Carl Ravitch X
Anthony Timiraos X
Charles E. Bradley X X
Bryan Dyson X X
Matthew Goldstein X X
Robert C. Miller X
William Newman X X X
Sol Young X X X
William A. Zebedee X
The Executive Committee exercises the power of the Board of Directors
during intervals between Board meetings and acts as an advisory body to the
Board of Directors by reviewing various matters prior to their submission to the
Board. The Executive Committee did not hold any meetings during 1995 but its
members met informally from time to time.
The Audit Committee recommends engagement of the independent auditors,
reviews the arrangement and scope of the audit and reviews internal accounting
procedures and controls with the independent auditors and the Company's
financial and accounting staff. The Audit Committee held one meeting during
1995; in addition, its members met informally from time to time.
The Compensation and Stock Option Committee reviews and makes
recommendations regarding salaries, compensation and benefits to be paid to
officers and key employees of the Company as well as reviewing and making
recommendations regarding the benefit programs of the Company as a whole. In
addition, this committee reviews and makes recommendations regarding stock
options to be granted to employees, directors and consultants. The Compensation
and Stock Option Committee did not hold any formal meetings during 1995,
however, its members met informally from time to time.
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<PAGE>
The Nominating Committee considers and nominates persons for election to
the Board. The Nominating Committee did not hold any formal meetings during
1995, however, its members met informally from time to time.
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual and long-term
compensation, paid or accrued, for the Chief Executive Officer and the four
other most highly compensated executive officers of the Company (the "Named
Executive Officers") for services in all capacities to the Company and its
subsidiaries during the last three fiscal years.
Summary Compensation Table (1)
<TABLE>
<CAPTION>
Other Annual All Other
Annual Compensation Compensation Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($)(2)(3)(4) ($) (5) (6)
--------------------------- ---- ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Solomon Dutka 1995 $350,000 - - $ 1,278
Chairman of the Board of Directors 1994 $150,000 $498,084 - $ 1,916
and Chief Executive Officer (7) 1993 $150,000 $712,685 - $ 2,012
H. Arthur Bellows, Jr. 1995 $301,250 - $ 45,187 $545,000
President -- Chief Operating 1994 $305,000 - $ 54,016 $ 1,559
Officer (8) 1993 $305,000 - $ 38,050 $ 1,559
Carl Ravitch 1995 $250,000 - - $ 1,271
Executive Vice President - Marketing 1994 $100,000 $129,640 - $ 1,531
1993 $100,000 $308,180 - $ 1,595
Anthony Timiraos 1995 $195,000 - - $ 1,260
Executive Vice President - Finance, 1994 $100,000 $ 76,589 - $ 1,514
Secretary and Treasurer 1993 $100,000 $133,447 - $ 1,577
Alan J. Ritter 1995 $111,333 - $ 4,711 -
Senior Vice President and Chief 1994 $107,000 - $ 8,774 $ 1,190
Accounting Officer (9) 1993 $107,000 - $ 9,851 $ 1,190
</TABLE>
(1) Includes, as appropriate, compensation paid to the Executive Officers by
the Company (since March 24, 1995) and A&S and Triangle (during 1993 and
1994 and from January 1, 1995 to March 23, 1995). In 1993, 1994 and 1995
none of the Named Executive Officers received perquisites or other
personal benefits in excess of the lesser of $50,000 or 10% of the total
of his salary and bonus for that year, as reported in this table.
(2) The amounts shown include premiums for whole life insurance paid by
Triangle on behalf of Messrs. Bellows and Ritter for the years 1995, 1994
and 1993,respectively, as follows: Mr. Bellows - $15,985, $17,259 and
$17,259; and Mr. Ritter - $2,354, $5,650 and $5,650.
(3) The amounts shown include costs to the Company for expenses associated with
the use of Company cars for 1994 and 1993, respectively, as follows: Mr.
Bellows - $7,056 and $8,122; and Mr. Ritter - $1,390 and $1,451.
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<PAGE>
(4) The amounts shown include premiums for medical reimbursement insurance paid
by the Company on behalf of Messrs. Bellows and Ritter for the years 1995,
1994 and 1993, respectively, as follows: Mr. Bellows - $29,202, $22,907 and
$6,600; and Mr. Ritter - $2,357, $1,734 and $2,570.
(5) Represents contributions to the Named Executive Officer's account under a
401(k) plan, except in the case of Mr. Bellows and Mr. Ritter for 1995.
(6) In 1995 Mr. Bellows received a payment of $545,000 from Triangle in
connection with the termination of his employment agreement which gave him
the right to receive both a lump sump payment of $915,000 and certain
insurance coverage estimated to aggregate an additional $75,000 in
payments.
(7) Dr. Dutka also served as President of A&S through March 23, 1995.
(8) Mr. Bellows served as Chairman of the Board, President and Chief Executive
Officer of Triangle through March 23,1995.
(9) Mr. Ritter has served as Senior Vice President and Chief Accounting
Officer of the Company since September 1995. He served as Vice
President-Finance of Triangle from October 1993 to March 1995 and as its
Controller prior thereto.
RETIREMENT AND OTHER BENEFIT PLANS
Prior to the merger of Triangle and A&S, Triangle maintained a pension
plan. On March 17, 1995 Triangle amended such plan which had the effect of
precluding participation in the plan by employees of A&S. Mr. Bellows and Mr.
Ritter are, however, entitled to receive benefits under such plan. The following
table shows estimated, guaranteed annual benefits payable upon retirement to
persons covered under Triangle's noncontributory, defined benefit pension plans
for salaried employees, including the Company's Named Executive Officers, in
specific base remuneration and years of service classifications, and assumes
retirement at age 65.
<TABLE>
<CAPTION>
Average Annual Base Salary Estimated Annual Benefits for Years of Service Indicated
for Five Highest Consecutive
Years Out of the Last Ten 15 20 25 30 35 and over
--------------------------- ---- ---- ---- ---- ------------
<C> <C> <C> <C> <C> <C>
$100,000 $ 21,256 $ 28,341 $ 35,427 $ 42,512 $ 42,512
$ 125,000 $ 27,506 $ 36,675 $ 45,843 $ 55,012 $ 55,012
$ 150,000 and over $ 33,756 $ 45,008 $ 56,260 $ 67,512 $ 67,512
</TABLE>
Pension benefits for the age 65, 30- year employee are calculated at 50%
of Final Average Earnings (the five highest consecutive base salaries during the
last ten years prior to retirement), less 50% of the employee's Primary Social
Security Benefit. For service less than 30 years, the amount of the pension is
reduced proportionately. For retirement prior to age 65, the pension payment is
reduced actuarially.
As of December 31, 1995, the years of service credited for the Named
Executive Officers were as follows: H. Arthur Bellows, Jr. - 29; and Alan J.
Ritter - 17.
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<PAGE>
DIRECTORS' COMPENSATION
Each director who is not an employee of the Company receives an annual
retainer of $12,000 plus $1,000 for each Board meeting attended and $1,000 for
each committee meeting attended. All directors are reimbursed for out-of-pocket
expenses incurred in connection with attendance at meetings or other Company
business.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of its Named
Executive Officers. The employment agreement with Dr. Dutka provides that he
will be employed for a five-year term through March 2000 at a salary of $350,000
per annum, as well as such bonuses as may be determined from time to time by the
Board of Directors of the Company. At any time after March 1998, Dr. Dutka may
elect to terminate his status as a full-time employee of the Company and become
a consultant to the Company for the balance of the term of his employment
agreement. In such event, Dr. Dutka would receive a consulting fee for his
services in an amount equal to $175,000 per annum. The Company's employment
agreements with Messrs. Bellows, Ravitch and Timiraos provide for such
individuals to be employed for three-year terms expiring March 1998 at salaries
of $300,000, $250,000 and $195,000 per annum, respectively. Mr. Ritter's
Employment Agreement with the Company provides for his employment for a
three-year term through September 1998 at a salary of $120,000 per annum.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Sol Young, Brian G. Dyson, Charles E. Bradley and William Newman
served as the members of the Company's Compensation and Stock Option Committee
since May 1995. Messrs. Charles E. Bradley and William A. Zebedee served as
members of Triangle's Compensation and Stock Option Committee until May 1995.
Mr. Thomas P. Howes served as a member of such committee until March 1995. None
of such Committee members (i) was, during 1995, an officer or employee of the
Company or any of its subsidiaries, (ii) was formerly an officer of the Company
or any of its subsidiaries or (iii) had any relationship requiring disclosure by
the Company pursuant to any paragraph of Item 404 of Regulation S-K promulgated
by the SEC.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors is
presently composed of Messrs. Sol Young, Brian G. Dyson, Charles E. Bradley and
William Newman. The Committee makes all decisions relating to the compensation
and granting of stock options for the executive officers of the Company.
It is the philosophy of the Committee that compensation of executive
officers should be closely aligned with the financial performance of the
Company. This is particularly true since each of the Named Executives Officers
has an employment agreement with the Company.
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<PAGE>
Accordingly, benefits are provided through stock option incentives and bonuses
which are generally consistent with the goal of coordinating the rewards to
management with a maximization of stockholder return. In reviewing Company
performance, consideration is given to the Company's earnings. Also taken into
account are external economic factors that effect results of operations. An
attempt is also made to maintain compensation within the range of that afforded
like executive officers at companies whose size and business is comparable to
that of the Company. The Committee determined not to grant any bonuses to
executive officers for the year 1995. The Committee did, however, grant options
in 1996 to purchase 476,000 shares of stock of which 110,000 were to executive
officers including Dr. Dutka.
CEO COMPENSATION
In the case of the Chief Executive Officer, the Compensation and Stock
Option Committee evaluates the Company's mid and long range strategic planning
and its implementation as well as the considerations impacting the compensation
of executive officers generally which are described above. The Committee did not
grant Dr. Dutka any bonus for 1995. The Committee did, however, grant options in
1996 to purchase 50,000 shares of stock.
EXECUTIVE PAY DEDUCTION LIMITATION
The Committee has not yet developed a policy with respect to amending pay
policies or asking stockholders to vote on "pay for performance" plans in order
to qualify compensation in excess of $1 million a year which might be paid to
the five highest paid executives for federal tax deductibility. The Committee
intends to continue to monitor this matter and will balance the interests of the
Company in maintaining flexible incentive plans against the possible loss of a
tax deduction should taxable compensation for any of the five highest paid
executives exceed $1 million in future years.
The foregoing report is approved by all members of the Committee.
Sol Young
Bryan G. Dyson
Charles E. Bradley
William Newman
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<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the yearly change in the cumulative
stockholder return on the Company's Common Stock, the Amex Market Value Index, a
peer group selected by the Company and the NASDAQ 100 Index. The graph assumes
$100 invested on December 31, 1990 in Triangle's Common Stock and in each of the
indices and that all dividends on stocks included in the two indices and in the
stock of the peer group were reinvested. No cash dividends were paid on the
Common Stock of Triangle or the Company. The peer group consists of the Company
and five other companies in the market research industry: Market Facts, Inc.,
M/A/R/C, Inc., NFO Research, Inc., Opinion Research Corporation and Total
Research Corporation during the period that their stock was publicly traded. The
returns of each component company in the peer group have been weighted based on
such company's relative market capitalization. The stockholder return shown on
the graph below is not necessarily indicative of future performance.
AUDITS & SURVEYS WORLDWIDE, INC.
[GRAPHIC OMITTED]
Comparison of Cumulative Total Shareholder Returns
-12-
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Ended 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Audits & Surveys Worldwide, Inc. $ 100 $ 160 $ 97 $ 40 $ 173 $ 87
Amex Market Value Index $ 100 $ 128 $ 130 $ 155 $ 141 $ 178
Peer Group $ 100 $ 127 $ 88 $ 103 $ 120 $ 186
Nasdaq 100 Index $ 100 $ 204 $ 283 $ 380 $ 449 $ 733
</TABLE>
- - ---------------------------------------------
Certain Transactions
On November 30, 1994, A&S borrowed $1,000,000 from Dr. Dutka, $300,000
from Mr. Ravitch and $61,000 from Mr. Timiraos. Such loans were repaid in full
in monthly installments between February 1, 1995 and December 31, 1995 with
interest at the rate of 7.75% per annum.
During 1992 and 1991, the Company loaned Mr. Bellows an aggregate of
$145,000, evidenced by promissory notes. These notes bore interest, payable
quarterly, at the prime rate and were due to be repaid upon the earlier of Mr.
Bellows' departure from the Company and July 15, 1996. Mr. Bellows repaid the
outstanding principal balance of such loan, plus all accrued interest thereon,
upon the consummation of the merger between A&S and Triangle in March 1995.
Dr. Dutka purchased 1,000 shares of Common Stock of the Company during
each month between June 1995 and December 1995. The purchases were not reflected
on a Form 4. Such purchases were, however, reflected on a Form 5 filed by Dr.
Dutka in January 1996.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed, subject to
ratification by the stockholders, Deloitte & Touche LLP as the independent
auditors of the Company and its subsidiaries for the fiscal year ending December
31, 1996. This firm of auditors and its predecessors has audited the accounts of
the Company and its subsidiaries for approximately four years. By virtue of
their familiarity with the Company's affairs and their ability, the Board of
Directors of the Company considers them best qualified to perform this important
function. It is expected that a representative of Deloitte & Touche LLP will be
present at the Annual Meeting, will have an opportunity to make a statement, if
he desires to do so, and will be available to answer appropriate questions from
stockholders.
The Board of Directors of the Company recommends that stockholders vote
FOR the ratification of the appointment of Deloitte & Touche LLP.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
annual meeting of stockholders, stockholders' proposals must be received by the
Company on or before January 6, 1997.
-13-
<PAGE>
GENERAL
The accompanying proxy will be voted with respect to the matters described
above in the manner directed therein. If no choice is specified, it will be
voted FOR the election of the named nominees for directors and FOR the
ratification of the appointment of the independent auditors.
The Board of Directors does not know of any matters to come before the
meeting other than those mentioned in this Proxy Statement. If any other matters
which are not known to the Board of Directors should properly come before the
meeting, the accompanying proxy will be voted on such matters in accordance with
the judgment of the person or persons voting.
By Order of the Board of Directors
Anthony Timiraos
Secretary
New York, New York
Dated: May 6, 1996
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<PAGE>
- - --------------------------------------------------------------------------------
PROXY -AUDITS & SURVEYS WORLDWIDE, INC.
Proxy Solicited by the Board of Directors for the
Annual Meeting of Stockholders - June 6, 1996
H. Arthur Bellows, Jr. and Anthony Timiraos, and each of them, with
full power of substitution, are hereby appointed proxies to vote all
shares of common stock, par value $0.01 per share, of Audits &
Surveys Worldwide, Inc. that the undersigned is entitled to vote at
the Annual Meeting of Stockholders of the Corporation to be held on
Thursday, June 6, 1996 at The Andrew Heiskell Library, 40 West 20th
Street, New York, New York 10011, at 10:00 A.M., and any adjournments
or postponements thereof.
(Continued and to be signed on other side.)
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark your [X]
votes indicated in
this example
Item 1 -
Election of Directors
FOR all Withhold for Solomon Dutka; H. Arthur Bellows, Jr., Carl Ravitch;
Nominees All Nominees Anthony Timiraos; Charles E. Bradley; Brian G.Dyson;
Listed Listed Matthew Goldstein, Robert C. Miller, William Newmn;
Sol Young; William Zebedes
[ ] [ ] (INSTRUCTION: Only check the "Withhold For All
Nominees Listed" box if authority to vote for all
nominiess is withheld. To withhold all authority to
vote for any individual nominee write that
nominee's name in the space provided below.)
---------------------------------------------------
Item 2 - To ratify the appointment of Item 3 - Other
Deloitte & Touche as the Upon such other matters as
Company's Independent accoutants may property come before
for the year 1996. the annual meeting or any
adjournments or postponements
FOR AGAINST ABSTAIN thereof.
[ ] [ ] [ ] I will attend meeting [ ]
The shares represented by this Proxy
will be voted as directed by the
stockholder. If no direction is given
with respect to any Item, the shares
will be voted FOR Items 1 and 2 and
in the discretion of the proxies on
any other matter which properly comes
before the annual meeting, or any
adjournments or postponements
thereof. The undersigned hereby
revokes any proxy heretofore given.
Dated: , 1996
-------------------------------------
Signature of Stockholders
-------------------------------------
Signature if held jointly
Please mark and date the proxy and
sign your name as it appears hereon.
If executed by a corporation, a duty
authorized officer should sign.
Executors, administrators and
trustees should so indicate when
signing. If shares are held jointly
EACH hollder should sign.
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
