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
[_] 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 ss.240.14a-11(c) or ss.240.14a-12
AUDITS & SURVEYS WORLDWIDE, 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] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
1) Title of each class of securities to which transaction
applies:
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>
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 10, 1998
<PAGE>
12
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 10, 1998
---------------------------------
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 Chase Manhattan Bank, N.A., 11th Floor, 270 Park Avenue (at 48th
Street), New York, New York 10017, on Wednesday, June 10, 1998 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 1998; 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 22, 1998 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
Joel S. Klein
Secretary
New York, New York
Date: May 4, 1998
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 Chase Manhattan Bank,
N.A., 11th Floor, 270 Park Avenue (at 48th Street), New York, New York 10017, on
Wednesday, June 10, 1998 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 4, 1998. Stockholders should review the information
provided herein in conjunction with the Company's Annual Report to Stockholders
for the year ended December 31, 1997 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 Joel S. Klein, 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.
1
<PAGE>
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's stockholders will consider and vote
upon the following matters:
(1) the election of 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) the ratification of the appointment of Deloitte & Touche LLP as
independent public accountants to audit the Company's consolidated
financial statements for 1998.
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 22, 1998 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 22,
1998 there were issued and outstanding 13,111,470 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.
2
<PAGE>
OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of April 22, 1998, 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 PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OUTSTANDING
OF BENEFICIAL OWNER (1) OWNERSHIP (2) SHARES
----------------------- ------------- ------
Solomon Dutka 5,175,751(3) 39.37%
2600 Netherland Avenue
Riverdale, New York 10463
Carl Ravitch 1,542,046 11.75%
2602 Woodsview Drive
Bensalem, Pennsylvania 19020
Marilyn Roshwalb 740,364(4) 5.65%
9 Sycamore Drive
Great Neck, New York 11024
H. Arthur Bellows, Jr. 657,236(5) 5.01%
15 Upper Cross Road
Greenwich, Connecticut 06831
Joel S. Klein 178,537 1.36%
Alan J. Ritter 13,927(6) *
Charles E. Bradley 9,636(7) *
Brian G. Dyson 1,667
Matthew Goldstein 3,667 *
Robert C. Miller 3,333 *
William Newman 2,667 *
Joseph T. Plummer 30,500 *
Sol Young 2,667 *
William A. Zebedee 4,240 *
All directors and executive officers as a group
(13 persons) 7,625,874 57.62%
* 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 22, 1998. 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.
Includes options to purchase the Company's common stock which are
currently exercisable as follows: Messrs. Dutka 33,333; Ravitch 13,333;
Bellows 13,333; Klein 16,667; Ritter 6,667; Bradley 1,667; Dyson 1,667;
Goldstein 1,667; Miller 3,333; Newman 1,667; Plummer 25,000; Young 1,667;
Zebedee 3,333; all directors and executive officers as a group 123,334.
(3) Includes an aggregate of 281,513 shares of Common Stock held in a trust
for the benefit of Dr. Dutka's wife, 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.
3
<PAGE>
(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.
NAME, AGE AND OTHER
POSITIONS, IF ANY, WITH THE PERIOD SERVED AS DIRECTOR AND BUSINESS
COMPANY EXPERIENCE DURING PAST 5 YEARS
------- ------------------------------
Solomon Dutka 74 Served as a director, Chairman and Chief
Chairman and Chief Executive Executive Officer of the Company since March
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. 60 Served as a director, President and Chief
President and Chief Operating Operating Officer of the Company since March
Officer 1995. He served as a director and Chairman
of Triangle 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 56 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.
Charles E. Bradley 68 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.,
Texon Energy Corp., NAB Asset Corp.,
Sanitas, Inc. and Chatwins Group, Inc.
Brian G. Dyson 62 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 from
January 1992 to October 1993. 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.
4
<PAGE>
NAME, AGE AND OTHER
POSITIONS, IF ANY, WITH THE PERIOD SERVED AS DIRECTOR AND BUSINESS
COMPANY EXPERIENCE DURING PAST 5 YEARS
------- ------------------------------
Matthew Goldstein 56 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 a director of Health-Chem
Corporation.
Robert C. Miller 32 Served as a director of the Company since
March 1995. Vice President and Director of
the investment banking firm of Allen &
Company Incorporated and has been associated
with the firm since 1986. Also serves as a
director of Envirogen, Inc. (a public
environmental company), and Applied Imaging
Corp. (a public medical technology company),
as well as a director of several
privately-held companies in which Allen &
Company Incorporated has an investment.
William Newman 71 Served as a director of the Company since
March 1995. Chief Executive Officer and
Chairman of New Plan Realty Trust (a New
York Stock Exchange listed real estate
investment trust) since 1972.
Joseph T. Plummer 57 Served as a director of the Company since
March 1997. Executive Vice President of
McCann-Erickson Worldwide since July 1997.
Served as Vice Chairman of the Company from
August 1996 to June 1997. From March 1989 to
August 1996 he was with the advertising
agency of DMB&B, serving as its Vice
Chairman and Worldwide Planning Director.
Sol Young 75 Served as a director of the Company since
March 1995. President of ZY Hampton
Corporation (a real estate corporation)
since 1986.
William A. Zebedee 61 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 Metals, Inc. (aluminum sales and
recycling) since 1988.
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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1997, the Board of Directors held four
meetings. During 1997, each director attended at least 75% of the total number
of meetings of the Board of Directors and each Committee on which he served,
except Mr. 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 AND
EXECUTIVE AUDIT STOCK OPTION NOMINATING
COMMITTEE COMMITTEE COMMITTEE COMMITTEE
--------- --------- --------- ---------
Solomon Dutka X X
H. Arthur Bellows, Jr. X X
Carl Ravitch X
Charles E. Bradley X X
5
<PAGE>
COMPENSATION AND
EXECUTIVE AUDIT STOCK OPTION NOMINATING
COMMITTEE COMMITTEE COMMITTEE COMMITTEE
--------- --------- --------- ---------
Brian G. Dyson X X
Matthew Goldstein X 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 formal meetings during 1997,
however, 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
1997; in addition, its members met informally from time to time.
The Compensation and Stock Option Committee (the "Compensation 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
Committee held one meeting during 1997; in addition, its members met informally
from time to time.
The Nominating Committee considers and nominates persons for election to
the Board. The Nominating Committee did not hold any formal meetings during
1997, however, its members met informally from time to time.
SECTION 16(a) REPORTING
- -----------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors, and
persons who beneficially own more than 10% of the Company's Common Stock, to
file initial reports of ownership and reports of changes of ownership with the
SEC and furnish copies of those reports to the Company. Based solely on a review
of the copies of the reports furnished to the Company to date, or written
representations that no reports were required, the Company believes that all
reports required to be filed by such persons with respect to the Company's
fiscal year ended December 31,1997 were timely made, except that Messrs. Sol
Young and William A. Zebedee each failed to timely file an Annual Statement of
Beneficial Ownership of Securities on Form 5 with regard to one transaction, a
stock option grant. Such late reports have been filed.
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.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ------------
OTHER NUMBER OF
ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS (3)(4)(5)(6)
--------------------------- ---- ------ ----- --- ------- ------------
<S> <C> <C> <C>
Solomon Dutka 1997 $386,346 -- -- -- $ 10,535
Chairman of the Board of Directors 1996 $350,000 $150,000 -- 50,000 $ 3,391
and Chief Executive Officer(7) 1995 $350,000 -- -- -- $ 2,861
H. Arthur Bellows, Jr 1997 $336,646 -- -- 50,000 $ 23,204
President -- Chief Operating 1996 $300,000 $120,000 -- 20,000 $ 3,254
Officer(8) 1995 $301,250 -- $ 45,187 -- $545,000
Carl Ravitch 1997 $286,346 -- -- -- $ 4,426
Executive Vice President - Marketing 1996 $250,000 $100,000 -- 20,000 $ 3,358
1995 $250,000 -- -- -- $ 2,834
Joel S. Klein 1997 $225,000 -- -- 50,000 $ 4,426
Executive Vice President - Operations 1996 $203,846 $ 75,000 -- 25,000 $ 3,373
and Secretary 1995 $125,000 -- -- -- $ 2,845
Alan J. Ritter 1997 $151,539 -- -- 5,000 $ 4,285
Senior Vice President, Treasurer and 1996 $120,000 $ 40,000 -- 10,000 $ 3,253
Chief Financial Officer(9) 1995 $111,333 -- $ 4,711 -- --
</TABLE>
(1) Includes, as appropriate, compensation paid to the Named Executive
Officers by the Company (since March 24, 1995) and A&S and Triangle (from
January 1, 1995 to March 23, 1995). In 1995, 1996 and 1997 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 and medical
reimbursement insurance paid by Triangle for 1995 on behalf of Messrs.
Bellows and Ritter.
(3) Includes contributions to the Named Executive Officer's account under a
401(k) plan as follows: Dr. Dutka-$2,400 (1997), $750 (1996) and $1,278
(1995); Mr. Bellows-$2,400 (1997) and $750 (1996); Mr. Ravitch-$2,400
(1997), $750 (1996) and $1,271 (1995); Mr. Klein-$2,400 (1997), $750
(1996) and $1,274 (1995); Mr. Ritter-$2,273 (1997) and $750 (1996).
(4) Includes personal transportation in 1997 for Dr. Dutka of $6,109 and Mr.
Bellows of $18,792.
(5) Includes annual cash remuneration given to all employees in varying
amounts under a year-end holiday point system as follows: Dr. Dutka-$2,026
(1997), $2,641 (1996) and $1,583 (1995); Mr. Bellows-$2,012 (1997) and
$2,504 (1996); Mr. Ravitch-$2,026 (1997), $2,608 (1996) and $1,563 (1995);
Mr. Klein-$2,026 (1997), $2,623 (1996) and $1,571 (1995); Mr.
Ritter-$2,012 (1997) and $2,503 (1996).
(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 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, Treasurer and Chief
Financial Officer of the Company since August 1996 and as Chief Accounting
Officer from September 1995. He served as Vice President-Finance of
Triangle through March 1995.
7
<PAGE>
STOCK OPTIONS
The following table sets forth information as to all grants of options to the
Named Excecutive Officers during 1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1997(1)
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED(3) IN 1997 PRICE DATE AT 5% AT 10%
---- ---------- ------- ----- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Solomon Dutka -- -- -- -- -- --
H. Arthur Bellows, Jr 50,000 14.90% $ 2.75 11/19/2007 $ 86,500 $219,000
Carl Ravitch -- -- -- -- -- --
Joel S. Klein 50,000 14.90% $ 2.75 11/19/2007 $ 86,500 $219,000
Alan J. Ritter 5,000 1.49% $ 2.75 11/19/2007 $ 8,650 $ 21,900
</TABLE>
- ---------------------
(1) The Company did not grant any stock appreciation rights during 1997.
(2) The dollar amounts set forth under these columns are the result of
calculations at the 5% and 10% rates established by the SEC and are not
intended to forecast future appreciation of the Company's stock price. The
Company did not use an alternative formula for a grant date valuation as
it is unaware of any formula which would determine with reasonable
accuracy a present value based upon future unknown factors. In order to
realize the potential values set forth under the columns headed "At 5%"
and "At 10%", the price per share of the Company's Common Stock at the end
of the ten year option term would be $4.48 and $7.13, respectively.
(3) The option was awarded at the fair market value of the Company's Common
Stock at November 20, 1997, the date of the award, and becomes exercisable
in cumulative annual installments of 33 1/3% per year on each of the first
three anniversaries of the grant date. The option is exercisable over a
ten year period.
The following table sets forth information with respect to the exercise of
stock options by the Named Executive Officers during 1997 and unexercised
options held by them on December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997
AND DECEMBER 31, 1997 OPTION VALUES (1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1997 AT DECEMBER 31, 1997(2)
---------------------------- --------------------------
SHARES
ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Solomon Dutka -- -- 16,667 33,333 $12,500 $25,000
H. Arthur Bellows, Jr -- -- 6,667 63,333 $ 5,000 $10,000
Carl Ravitch -- -- 6,667 13,333 $ 5,000 $10,000
Joel S. Klein -- -- 8,333 66,667 $ 6,250 $12,500
Alan J. Ritter -- -- 3,333 11,667 $ 2,500 $ 5,000
</TABLE>
- ---------------
(1) There were no stock appreciation right exercises during 1997 and no such
rights were outstanding at December 31, 1997.
(2) The closing price of the Company's Common Stock as reported on the
American Stock Exchange on December 31, 1997 was $2.75 per share. Value is
calculated by multiplying (a) the difference between the closing price and
the option price by (b) the number of shares of Common Stock underlying
the option.
8
<PAGE>
RETIREMENT AND OTHER BENEFIT PLANS
Until December 31, 1996 the Company maintained a retirement plan covering
only the former employees of Triangle (the "Triangle Plan"). Messrs. Bellows and
Ritter were participants in the Triangle Plan. Effective January 1, 1997, the
Triangle Plan was amended to, among other things, (i) change the name of the
plan to the Audits & Surveys Worldwide, Inc. Account Balance Retirement Plan,
(ii) include all employees of the Company completing one year of service and
(iii) establish participant accounts which shall be credited each year with an
amount equal to one and one half percent of the participant's plan compensation
(as defined) and interest on the account balance at the rate applicable to 30
year U.S. Treasury securities.
As of December 31, 1997, accounts for each of Dr. Dutka and Messrs.
Ravitch and Klein had been credited with an initial contribution of $2,400
(1-1/2% of $160,000, the maximum allowable compensation). Accounts were
established as of January 1, 1997 for Mr. Bellows of $483,791 and Mr. Ritter of
$127,140 based on the lump-sum present value of the calculated benefits due to
each of them pursuant to the Triangle Plan. Mr. Bellows' and Mr. Ritter's
account balances as of December 31,1997 were $520,202 and $138,351,
respectively.
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, as amended on March
25, 1997, provides that he will be employed through March 24, 2002 at a salary
of $400,000 per annum. At any time after March 1998, Dr. Dutka may elect to
terminate his status as a full-time employee 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
$200,000 per annum.
The Company's employment agreements with Messrs. Bellows and Ravitch, as
amended on March 25,1997 and June 30, 1997, provide that they will be employed
through March 24, 2002 at annual salaries of $350,000 and $300,000,
respectively. Mr. Klein's employment agreement with the Company provides for his
employment through March 31, 2002 at a salary of $225,000 per annum. Mr.
Ritter's employment agreement with the Company, as amended on June 30, 1997,
provides for his employment through September 2002 at a salary of $160,000 per
annum.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Sol Young, Charles E. Bradley, Brian G. Dyson, Matthew Goldstein
and William Newman served as members of the Compensation Committee during 1997.
No member of the Compensation Committee (i) was, during 1997, 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.
9
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE EXCHANGE
ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN
WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH ON PAGE 11
SHALL NOT BE INCORPORATED BY REFERENCE TO ANY SUCH FILINGS.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is presently composed of Messrs. Sol Young,
Charles E. Bradley, Brian G. Dyson, Matthew Goldstein and William Newman. The
Compensation 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 Compensation 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 Executive
Officers has an employment agreement with the Company. 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 affect 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. In order to provide incentives to executive officers of the Company,
from time to time in 1997 the Committee granted options to purchase 105,000
shares of stock to executive officers. Based on the Company's 1997 operating
performance, financial results and condition, no bonuses were granted to the
executive officers by the Compensation Commitee.
CEO COMPENSATION
In the case of the Chief Executive Officer, the Compensation 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. Based on the Company's
1997 operating performance, financial results and condition, no stock options or
bonus were granted to Dr. Dutka by the Compensation Committee.
EXECUTIVE PAY DEDUCTION LIMITATION
The Compensation 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 Compensation 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 Compensation
Committee.
Sol Young
Charles E. Bradley
Brian G. Dyson
Matthew Goldstein
William Newman
10
<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, 1992 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. 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.
[GRAPHICS OMITTED]
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURNS
- --------------------------------------------------------------------------------
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- --------------------------------------------------------------------------------
Audits & Surveys $100 $41 $179 $90 $168 $154
Worldwide Inc.
- --------------------------------------------------------------------------------
Peer Group $100 $118 $137 $211 $290 $416
- --------------------------------------------------------------------------------
Amex Market Value $100 $120 $109 $137 $146 $171
Index
- --------------------------------------------------------------------------------
Nasdaq 100 Index $100 $120 $132 $199 $293 $361
- --------------------------------------------------------------------------------
11
<PAGE>
RELATED PARTY TRANSACTIONS
Allen & Company Incorporated provides certain financial advisory services
to the Company and in 1997 was paid a fee of $100,000 for such services. Robert
C. Miller, a director of the Company, is a Vice President and Director of Allen
& Company Incorporated.
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, 1998. This firm of auditors and its predecessors has audited the accounts of
the Company and its subsidiaries for approximately five years. By virtue of the
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 the 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 4, 1999.
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
Joel S. Klein
Secretary
New York, New York
Dated: May 4, 1998
<PAGE>
================================================================================
PROXY
AUDITS & SURVEYS WORLDWIDE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS - JUNE 10, 1998
H. Arthur Bellows, Jr. and Joel S. Klein, 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 Wednesday, June 10, 1998 at The Chase Manhattan
Bank, N.A., 11th Floor, 270 Park Avenue (at 48th Street), New York, New York
10017, at 10:00 A.M., and any adjournments or postponements thereof.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE.)
================================================================================
<PAGE>
================================================================================
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
ITEM 1
ELECTION OF
DIRECTORS
FOR ALL WITHHOLD FOR NOMINEES: SOLOMON DUTKA
NOMINEES ALL NOMINEES H. ARTHUR BELLOWS, JR.
LISTED LISTED CARL RAVITCH
[_] [_] CHARLES E. BRADLEY
BRIAN G. DYSON
MATTHEW GOLDSTEIN
ROBERT C. MILLER
WILLIAM NEWMAN
JOSEPH T. PLUMMER
SOL YOUNG
WILLIAM ZEBEDEE
(INSTRUCTION: ONLY CHECK THE "WITHHOLD FOR ALL NOMINEES LISTED" BOX IF AUTHORITY
TO VOTE FOR ALL NOMINEES IS WITHHELD. TO WITHHOLD ALL AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
____________________________________
FOR AGAINST ABSTAIN
ITEM 2: TO RATIFY THE APPOINTMENT OF DELOITTE [_] [_] [_]
& TOUCHE LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE YEAR 1998
ITEM 3: UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
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
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.
I WILL ATTEND MEETING. [_]
________________________ __________________________ DATED:_________, 1998
SIGNATURE OF STOCKHOLDER SIGNATURE IF HELD JOINTLY
NOTE: PLEASE MARK AND DATE THE PROXY AND SIGN YOUR NAME AS IT APPEARS HEREON.
IF EXECUTED BY A CORPORATION, A DULY AUTHORIZED OFFICER SHOULD SIGN.
EXECUTORS, ADMINISTRATORS AND TRUSTEES SHOULD SO INDICATE WHEN SIGNING.
IF SHARES ARE HELD JOINTLY EACH HOLDER SHOULD SIGN.
