SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE FORSCHNER GROUP, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
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[LOGO] THE FORSCHNER GROUP, INC.
ONE RESEARCH DRIVE
SHELTON, CONNECTICUT 06484
May 15, 1995
Dear Fellow Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders of
The Forschner Group, Inc. to be held at the offices of United Illuminating
Company, Western Service Center Building, 801 Bridgeport Avenue, Shelton,
Connecticut on Thursday, June 8, 1995, at 10:30 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement fully describes the
formal business to be transacted at the Meeting, which includes the election of
directors of the Company. Directors and officers of the Company will be present
to host the meeting and to respond to any questions from our shareholders. We
hope you will be able to attend.
Whether or not you can attend the Annual Meeting, please complete, sign, date
and mail the enclosed proxy card promptly. This action will not limit your right
to revoke your proxy in the manner described in the accompanying Proxy Statement
or to vote in person if you wish to attend the Annual Meeting and vote
personally.
The directors, officers and employees of The Forschner Group, Inc. look forward
to seeing you at the meeting.
Sincerely,
James W. Kennedy Leo Hart
James W. Kennedy M. Leo Hart
Co-Chairman and Chief Executive Officer Co-Chairman and Chief Executive Officer
[LOGO]
THE FORSCHNER GROUP, INC.
One Research Drive
Shelton, Connecticut 06484
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 8, 1995
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of The
Forschner Group, Inc. (the "Company" or "Forschner") will be held on June 8,
1995 at 10:30 a.m. (local time) at the offices of United Illuminating Company,
Western Service Center Building, 801 Bridgeport Avenue, Shelton, Connecticut for
the following purposes:
(1) To elect sixteen members of the Board of Directors to serve until the
next annual meeting of stockholders and until their successors are duly elected
and qualified; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed April 24, 1995 as the record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting or any adjournment thereof, and only stockholders of record at the close
of business on that date are entitled to notice of and to vote at such meeting.
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1994 is enclosed herewith.
By Order of the Board of Directors.
Thomas M. Lupinski
THOMAS M. LUPINSKI, Secretary
Dated: Shelton, Connecticut
May 15, 1995
YOUR VOTE IS IMPORTANT
TO ENSURE A QUORUM, PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU AT THE MEETING UPON
REQUEST TO THE SECRETARY OF THE MEETING.
T H E F O R S C H N E R G R O U P , I N C .
One Research Drive
Shelton, Connecticut 06484
P R O X Y S T A T E M E N T
This Proxy Statement and accompanying form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors of The
Forschner Group, Inc., a Delaware corporation ("Forschner" or the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held on June 8,
1995, at 10:30 a.m. (local time) at the offices of the Company at the offices of
United Illuminating Company, Western Service Center Building, 801 Bridgeport
Avenue, Shelton, Connecticut, or any adjournment thereof (the "Meeting"). Copies
of this Proxy Statement, the attached Notice of Annual Meeting of Shareholders,
and the enclosed form of proxy were first mailed to the Company's shareholders
on or about May 15, 1995.
A proxy in the accompanying form which is properly executed, duly returned
to the Board of Directors and not revoked, will be voted in accordance with the
instructions contained in the proxy. If no instructions are given with respect
to any matter specified in the Notice of Annual Meeting to be acted upon at the
Meeting, the proxy will vote the shares represented thereby FOR the nominees for
Directors set forth below and in accordance with his best judgment on any other
matters which may properly come before the Meeting. The Board of Directors
currently knows of no other business that will be presented for consideration at
the Meeting. Each shareholder who has executed a proxy and returned it to the
Board of Directors may revoke the proxy by notice in writing to the Secretary of
the Company, or by attending the Meeting in person and requesting the return of
the proxy, in either case at any time prior to the voting of the proxy. Presence
at the Meeting does not itself revoke the proxy. The cost of the solicitation of
proxies will be paid by the Company. In addition to the solicitation of proxies
by the use of the mails, management and regularly engaged employees of the
Company may, without additional compensation therefor, solicit proxies on behalf
of the Company by personal interviews, telephone, telegraph or other means, as
appropriate. The Company may also engage a proxy soliciting firm to solicit
proxies, although the Company has no current plans to do so. The Company will,
upon request, reimburse brokers and others who are only record holders of the
Company's Common Stock for their reasonable expenses in forwarding proxy
material to, and obtaining voting instructions from, the beneficial owners of
such stock.
The close of business on April 24, 1995, has been fixed as the record date
(the "Record Date") for determining the shareholders entitled to notice of and
to vote at the Meeting. As of the Record Date, there were 8,185,360 shares of
Common Stock, par value $.10 per share ("Common Stock"), issued and outstanding
and entitled to vote.
Each share of Common Stock entitles the holder thereof to one vote. A
majority of the shares of Common Stock issued and outstanding constitutes a
quorum. Abstentions and broker non-votes are counted as present in determining
whether the quorum requirement is satisfied. The affirmative vote of holders of
a plurality of the shares of Common Stock present in person or represented by
proxy at the Meeting will be necessary for the election of Directors. Thus,
abstentions and broker non-votes will not be included in the vote total in the
election of Directors and will have no effect on the outcome of the vote. A
broker non-vote occurs when a nominee holding shares for a beneficial owner does
not vote on a proposal because the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Common Stock on April 24, 1995, by each person or group known by
Forschner to own beneficially 5% or more of the outstanding Common Stock. Except
as otherwise noted, each person listed below has sole voting and investment
power with respect to the shares listed next to his or its name.
Number of
Name of Beneficial Owner Shares Percent owned(1)
- ------------------------ ---------- ----------------
Louis Marx, Jr.
667 Madison Avenue
New York, NY 10021 2,756,022(2) 31.2%
Brae Group, Inc.
15710 John F. Kennedy Blvd.
Houston, TX 77032 2,582,000(3) 29.7%
Victorinox AG
CH-6438
Ibach, Switzerland 790,500 9.7%
Spears, Benzak, Salomon & Farrell, Inc.
45 Rockefeller Plaza
New York, NY 10111 535,650(4) 6.5%
Warburg, Pincus Counsellors Inc.
466 Lexington Avenue
New York, NY 10017 501,300(5) 6.1%
- -----------------
<FN>
(1) Based on 8,185,360 shares of Common Stock outstanding, not including
614,108 shares held as Treasury stock. Treated as outstanding for the
purposes of computing percentage ownership of each holder are shares
issuable to such holder upon exercise of Options and Warrants.
(2) Consists of 19,730 shares held directly by Mr. Marx, 4,292 shares held by a
trust for the benefit of Mr. Marx, 150,000 shares issuable upon exercise of
a stock option held by Mr. Marx, 2,082,000 shares held by Brae Group, Inc.,
which corporation Mr. Marx may be deemed to control, and 500,000 shares
issuable upon exercise of a stock option held by Brae Group, Inc.
(3) Includes 500,000 shares issuable upon exercise of a stock option held by
Brae Group, Inc.
(4) According to a Schedule 13G dated February 6, 1995, consists of shares as
to which Spears, Benzak shares power of disposition by virtue of serving as
investment advisor to a number of individuals, groups and corporations.
(5) According to a Schedule 13G dated January 20, 1995, consists of shares as
to which Warburg, Pincus shares power of disposition by virtue of serving
as investment advisor to many accounts.
- 2 -
The following table sets forth certain information concerning the
beneficial ownership of Common Stock on May 1, 1995, by each Director, each
officer named in the Summary Compensation Table herein and by all Directors and
officers of Forschner as a group.
Number of
Name Shares Percent of Class(1)
---- --------- -------------------
James W. Kennedy 134,179(2) 1.6%
M. Leo Hart 100,000(3) 1.2%
Thomas D. Cunningham 75,000(4) *
Stanley G. Mortimer III 57,043(5) *
A. Clinton Allen 35,000(6) *
Thomas A. Barron 115,000(7) 1.4%
Michael J. Belleveau 21,250(8) *
Vincent D. Farrell, Jr. 35,000(9) *
Herbert M. Friedman 12,868(10) *
Peter W. Gilson -0- (11) *
Keith R. Lively -0- *
Lindsay Marx 25,000(12) *
Louis Marx, Jr. 2,756,022(13) 31.2%
Stanley R. Rawn, Jr. 142,711(14) 1.7%
Eric M. Reynolds 25,000(15) *
John Spencer 1,000 *
John V. Tunney -0- *
All officers and directors 3,680,302(16) 38.2%
as a group (22 persons)
- -----------------
*Less than 1% of the Class.
<FN>
(1) Based on 8,185,360 shares of Common Stock outstanding, not including
614,108 shares held as Treasury Stock. Treated as outstanding for the purpose of
computing the percentage ownership of each director and of all directors and
officers as a group are shares issuable to such individuals upon exercise of
options.
(2) Includes 100,000 shares of Common Stock issuable upon exercise of Options
held by Mr. Kennedy.
(3) Consists of 100,000 shares of Common Stock issuable upon exercise of
Options held by Mr. Hart.
(4) Consists of 75,000 shares of Common Stock issuable upon exercise of
Options held by Mr. Cunningham.
(5) Includes 56,033 shares of Common Stock issuable upon exercise of Options
held by Mr. Mortimer.
(6) Consists of 35,000 shares of Common Stock issuable upon exercise of
Options held by Mr. Allen.
(7) Includes 100,000 shares of Common Stock issuable upon exercise of Options
held by Mr. Barron.
(8) Includes 20,000 shares of Common Stock issuable upon exercise of Options
held by Mr. Belleveau.
(9) Consists of 35,000 shares of Common Stock issuable upon exercise of
Options held by Mr. Farrell.
(10) Includes 12,500 shares of Common Stock issuable upon exercise of Options
held by Mr. Friedman.
- 3 -
(11) Excludes share issuable upon exercise of a stock purchase warrant to be
issued to Mr. Gilson in connection with his commencement as an employee of the
Company and in consideration for his entering into an employment agreement with
the Company. See "Certain Transactions".
(12) Consists of 25,000 shares of Common Stock issuable upon exercise of
Options held by Ms. Marx.
(13) Consists of 19,730 shares of Common Stock held directly by Mr. Marx,
4,292 shares held by a trust for the benefit of Mr. Marx, 150,000 shares
issuable upon exercise of Options held by Mr. Marx, 2,082,000 shares held by
Brae Group, Inc., which corporation Mr. Marx may be deemed to control, and
500,000 shares issuable upon exercise of options held by Brae Group, Inc.
(14) Includes 100,000 shares of Common Stock issuable upon exercise of Options
held by Mr. Rawn.
(15) Consists of 25,000 shares of Common Stock issuable upon exercise of
Options held by Mr. Reynolds.
(16) Includes 1,453,533 shares of Common Stock issuable to directors and
officers upon exercise of Options.
ELECTION OF DIRECTORS
At the meeting, sixteen Directors of the Company are to be elected by the
stockholders, to hold office until the next Annual Meeting of Stockholders of
the Company to be held in 1996, and until their successors shall have been duly
elected and qualified.
The nominees of the Board of Directors for election as Directors are Mr. A.
Clinton Allen, Mr. Thomas A. Barron, Mr. Thomas D. Cunningham, Mr. Vincent D.
Farrell, Jr., Mr. Herbert M. Friedman, Mr. Peter W. Gilson, Mr. M. Leo Hart, Mr.
James W. Kennedy, Mr. Keith R. Lively, Ms. Lindsay Marx, Mr. Louis Marx, Jr.,
Mr. Stanley G. Mortimer III, Mr. Stanley R. Rawn, Jr., Mr. Eric M. Reynolds, Mr.
John Spencer, and Mr. John V. Tunney. All of the nominees are Directors elected
at the 1994 Annual Meeting of Stockholders except for Mr. Lively, who was
elected in October 1994, and Messrs. Gilson and Mortimer, who were elected in
December 1994. If, for any reason not presently known, any of said nominees is
not available for election, the Proxies will be voted for substitute nominees.
The Directors are to be elected by a vote of the holders of a plurality of the
shares of Common Stock entitled to vote and present in person or represented by
proxy at the meeting.
The following table sets forth the names and ages of each Director, each
nominee for Director, and each of the executive officers of the Company, the
period during which each person has served as a Director or officer of the
Company, and the positions and offices with the Company held by each such
person.
Director
Present Position(s) and/or
Name Age with the Company Officer Since
---- --- ------------------- -------------
James W. Kennedy 44 Co-Chairman of the Board
and Chief Executive Officer
and Director(1) 1981
M. Leo Hart 46 Co-Chairman of the Board
and Chief Executive Officer
and Director(2) 1991
Peter W. Gilson 55 Chairman of the Executive
Committee and Director(3) Dec., 1994
Thomas D. Cunningham 46 Executive Vice President,
Chief Financial Officer
and Director(4) Mar., 1994
Stanley R. Rawn, Jr. 67 Senior Managing Director
- 4 -
and Director(5) 1990
Harry R. Thompson 65 Managing Director(6) Dec., 1994
Stanley G. Mortimer III 52 Executive Vice President
and Director(7) Dec., 1994
Thomas M. Lupinski 42 Senior Vice President, Controller,
Secretary and Treasurer 1986
Michael J. Belleveau 38 Vice President Jan., 1994
John K. Kellersman 45 Vice President Jan., 1994
David J. Parcells 37 Vice President - Operations 1992
Douglas M. Rumbough 38 Vice President 1992
A. Clinton Allen 51 Director(8) 1993
Thomas A. Barron 43 Director 1983
Vincent D. Farrell, Jr. 48 Director(9) 1992
Herbert M. Friedman 63 Director(10) 1981
Keith R. Lively 44 Director Oct., 1994
Lindsay Marx 29 Director Feb., 1994
Louis Marx, Jr. 63 Director(11) 1990
Eric M. Reynolds 42 Director Mar., 1994
John Spencer 65 Director(12) 1990
John V. Tunney 60 Director(13) 1992
- -----------------
<FN>
(1) Mr. Kennedy was named Co-Chairman of the Board and Chief Executive Officer
in February 1994. He had been President and Chief Executive Officer since March
1988. He had become President and a Director in June 1987 and a Senior Vice
President in September 1985. Prior to that time he was a Vice President. Mr.
Kennedy is a member of Forschner's Executive Committee and Management Committee.
(2) Mr. Hart was named Co-Chairman of the Board and Chief Executive Officer in
February 1994. He had become Executive Vice President and a Director in October
1991. Mr. Hart is a member of Forschner's Management Committee, Executive
Committee and Charitable Insurance Program Committee.
(3) Mr. Gilson is Chairman of Forschner's Executive Committee.
(4) Mr. Cunningham is a member of Forschner's Executive Committee, Management
Committee and Special Products Committee.
(5) Mr. Rawn is a member of Forschner's Executive Committee, Management
Committee, Nominating Committee and Special Products Committee.
(6) Mr. Thompson is Chairman of Forschner's Special Products Committee.
(7) Mr. Mortimer was elected a Director of Forschner in December 1994. He had
previously served as a Director of Forschner from June 1987 to June 1994. Mr.
Mortimer was named Executive Vice President in May 1988. He had become a Senior
Vice President in September 1985. Prior to that time, he was a Vice President.
Mr. Mortimer is a member of Forschner's Special Products Committee.
(8) Mr. Allen is Chairman of Forschner's Stock Option and Compensation
Committee and Acquisition Committee.
(9) Mr. Farrell is Chairman of Forschner's Audit Committee and a member of
Forschner's Acquisition Committee.
(10) Mr. Friedman is Chairman of Forschner's Charitable Insurance Program
Committee and a member of Forschner's Executive Committee, Audit Committee,
Nominating Committee and Special Products Committee.
- 5 -
(11) Mr. Marx is Chairman of Forschner's Management Committee and Nominating
Committee and a member of Forschner's Executive Committee.
(12) Mr. Spencer is a member of Forschner's Audit Committee and Stock Option
and Compensation Committee.
(13) Mr. Tunney is a member of Forschner's Stock Option and Compensation
Committee, Acquisition Committee and Charitable Insurance Program Committee.
Biographical Information
James W. Kennedy, Co-Chairman of the Board and Chief Executive Officer and
a director of Forschner, has served in this capacity since February 1994.
Previously, he was President and Chief Executive Officer of Forschner, a
position he had held since 1988. Prior to 1988, Mr. Kennedy was Senior Vice
President of Forschner and had served in various sales and marketing positions
with Forschner since 1975. Mr. Kennedy has served on committees for the
Specialty Advertising Association International, the National Restaurant
Association, the American Meat Institute, the Sporting Goods Manufacturers
Association and the American Association of Exporters and Importers. Mr. Kennedy
is also a director of SweetWater, Inc., a manufacturer and marketer of portable
water filtration systems.
M. Leo Hart, Co-Chairman of the Board and Chief Executive Officer and a
director of Forschner, has served in this capacity since February 1994.
Previously, he was Executive Vice President and a director. Mr. Hart joined
Forschner in October 1991. Prior to this, Mr. Hart spent the previous 15 years
in senior sales and marketing positions in the hospitality industry, serving as
Senior Vice President of Marketing for The Ritz-Carlton Hotel Company from 1987
to 1991 and before that as Vice President - Sales and Marketing for Fairmont
Hotels from 1983 to 1987. Until 1991, he was the North American Chairperson of
Leading Hotels of the World, a hotel marketing association. Prior to his career
in sales, Mr. Hart played professional football with the NFL's Atlanta Falcons
and Buffalo Bills. Mr. Hart is also a director of Forschner Enterprises, Inc.
("Enterprises") and Victorinox - Swiss Army Knife Foundation, a charitable
organization.
Peter W. Gilson, Chairman of the Executive Committee and a director of
Forschner, has served as President and Chief Executive Officer of Physician
Support Systems, Inc., a company specializing in the management of physician's
health care practices, since 1991. From 1988 to the present, Mr. Gilson has also
served as President and Chief Executive Officer of the Warrington Group, Inc., a
manufacturer of safety products which was previously a division of The
Timberland Company. From 1987 to 1988, Mr. Gilson served as Chief Operating
Officer of The Timberland Company, a manufacturer of footwear and outdoor
clothing. From 1978 to 1986, he served as President of the Gortex Fabrics
Division of W.L. Gore Associates. Mr. Gilson is also a director of SweetWater,
Inc.
Thomas D. Cunningham, Executive Vice President and Chief Financial Officer
of Forschner, was appointed to those offices in March 1994. Prior to joining
Forschner, Mr. Cunningham had been with JP Morgan & Co. Incorporated since 1973
where he was appointed a Vice President in 1979, Senior Vice President in 1987,
Managing Director - Corporate Finance in 1988 and Managing Director - Corporate
Banking Group in 1993. Mr. Cunningham is a director of Emcor Group, Inc., a
mechanical/electrical contractor.
Stanley R. Rawn, Jr., Senior Managing Director and a director of Forschner,
actively participates with Messrs. Marx and Kennedy in furthering the
relationship between Forschner and Victorinox as well as in coordinating
management strategies. He has also played an important part in obtaining and
expanding the Company's exclusive distribution rights covering Victorinox
products. Mr. Rawn was Chairman and Chief Executive Officer and a director of
Adobe Resources Corporation, an oil and gas exploration and production company
from November 1985 until the merger of that company in May 1992. Mr. Rawn is the
Chief Executive Officer and a director of Noel Group, Inc. ("Noel"), a publicly
held company which conducts its principal operations through small and medium
sized operating companies in which it holds controlling interests. He is also a
director of The Prospect Group, Inc. ("Prospect"), a publicly held New York
based holding company that
- 6 -
conducted its major operations through subsidiaries and affiliates engaged in
the railroads and specialized consumer products industries and is now in the
process of distributing its assets to its stockholders, Enterprises, Staffing
Resources, Inc., a Dallas-based employment services company, and Victorinox -
Swiss Army Knife Foundation, a non-profit corporation formed by Forschner for
charitable purposes including the improvement of the welfare of underprivileged
children. Mr. Rawn also serves as a Trustee of the California Institute of
Technology.
Harry R. Thompson, Managing Director of Forschner was appointed Managing
Director in December 1994. Since 1987, Mr. Thompson has been the president of
The Strategy Group, a business and marketing consulting firm. Mr. Thompson had
previously served as a director of Forschner from June 1987 to June 1991, and as
Chairman of Forschner's Board of Directors from January 1990 to October 1990 and
served in senior executive capacities with the Interpublic Group of Companies,
Inc., a leading marketing and communications organization.
Stanley G. Mortimer III, Executive Vice President, and a director, has
served Forschner in a variety of capacities since September 1984. Mr. Mortimer
was elected as a director in December 1994. He had previously served as a
director from June 1987 to June 1994.
Thomas M. Lupinski, Senior Vice President, Controller, Secretary and
Treasurer of Forschner, has been Vice President of Forschner for more than five
years. He served as Chief Financial Officer from 1990 to March 1994. Prior to
joining Forschner, Mr. Lupinski was Finance Manager for The Revlon Health Care
Group from 1982 to 1986 and was with Arthur Andersen & Co., from 1976 through
1982. Mr. Lupinski is a Certified Public Accountant.
Michael J. Belleveau, a Vice President of Forschner joined, Forschner in
1991 as National Sales Manager and was elected Vice President in June 1994. From
1986 to 1991, Mr. Belleveau had been with Cartier, Inc. as Regional Director -
Commercial Division and National Sales Manager - Tableware Division.
John K. Kellersman, a Vice President of Forschner joined Forschner in 1988
as National Sales Manager and was elected Vice President in June 1994.
Previously, Mr. Kellersman had been a national sales manager with Oneida
Silversmiths.
David J. Parcells, Vice President - Operations, joined Forschner in
December 1992. Mr. Parcells was employed by Arthur Andersen & Co. as a Senior
Manager - Audit and Business Advisory Practice from 1989 through 1992 and as an
Audit Manager from 1986 to 1989.
Douglas M. Rumbough, Vice President, was elected to the office of Vice
President in June 1992. Mr. Rumbough has served Forschner in various positions
since 1981.
A. Clinton Allen, a director of Forschner, is Chairman and Chief Executive
Officer of A. C. Allen & Co., a Massachusetts based financial services
consulting firm. Mr. Allen also serves as Vice Chairman and a director of
Psychemedics Corporation, a company that provides testing services for the
detection of abused substances through an analysis of hair samples, as Vice
Chairman and a director of The DeWolfe Companies, Inc., a real estate company,
and as a director of Enterprises.
Thomas A. Barron, a director of Forschner, is an author and has been
Chairman of Evergreen Management Corp., a private investment firm, since January
1990. From November 1983 through November 1989, Mr. Barron was President and
Chief Operating Officer and a director of Prospect. From 1988 through January
1990, Mr. Barron served as Chairman of the Board of Forschner. Mr. Barron also
serves as a director of Illinois Central Corporation, a railroad corporation,
Illinois Central Railroad Company and SweetWater, Inc. Mr. Barron, who was
awarded a Rhodes Scholarship, is a member of the Governing Council of The
Wilderness Society and has served as a Trustee of Princeton University.
Vincent D. Farrell, Jr., a director of Forschner, has been a Managing
Director of the investment management firm of Spears, Benzak, Salomon & Farrell,
Inc., New York, ("Spears, Benzak") since 1982. Mr. Farrell is also a director of
Noel.
- 7 -
Herbert M. Friedman, a director of Forschner, is a partner in the law firm
of Zimet, Haines, Friedman & Kaplan, where he has been a member since 1967.
Zimet, Haines, Friedman & Kaplan acts as counsel to Forschner. Mr. Friedman is
also a director of Noel, Prospect, Simmons Outdoor Corporation ("Simmons"),
Enterprises and Victorinox - Swiss Army Knife Foundation.
Keith R. Lively, a director of Forschner, is a private investor and, since
January 1995, has been a consultant to Forschner. From 1988 through September
1994, Mr. Lively was the President, Chief Executive Officer and a director of
The Famous Amos Chocolate Chip Cookie Corporation. From September 1992 through
September 1994, Mr. Lively was also Senior Vice President, a member of the
Executive Committee and a director of President Baking Company, which purchased
The Famous Amos Chocolate Chip Cookie Corporation in September 1992.
Lindsay Marx, a director of Forschner is a private investor. From November
1992 to January 1994, she was a production assistant at Iron Mountain
Productions, a dramatic production company. Ms. Marx was an assistant to the
director at the Paper Mill Playhouse in 1992 and, from September 1989 to March
1992, an artistic assistant at The Body Politic, also a dramatic production
company. Ms. Marx graduated from Middlebury College in 1987. Ms. Marx is the
daughter of Louis Marx, Jr.
Louis Marx, Jr., a director of Forschner, has been associated with the
Company for over 20 years and has played a key role in helping to guide its
affairs during that entire period. Through discussions with the Chief Executive
Officer of Victorinox, he and Mr. Rawn were responsible for Forschner obtaining
exclusive U.S. distribution rights for Victorinox products and later, together
with Mr. Rawn and Mr. Kennedy, negotiated the expansion of Forschner's
distribution rights to include Canada, Bermuda and the Caribbean and also
obtained for the Company exclusive distribution rights to the Victorinox Watch.
In a prior year he and Mr. Rawn played an important part in negotiating, on
behalf of Forschner, the settlement of potentially expensive litigation, and
more recently, Mr. Marx has played an active role in the Company's investment
policy and, together with the Company's advisors, has successfully managed the
Company's currency hedging program. Mr. Marx is Chairman of the Executive
Committee and a director of Noel and a director and member of the Compensation
Committee of Cyrk, Inc. ("Cyrk"), a distributer of products for promotional
programs and custom-designed sports apparel and accessories. Mr. Marx has been a
venture capital investor for more than thirty years. Mr. Marx, together with his
close business associates, have been founders or substantial investors in such
companies as Pan Ocean Oil Corporation, Donaldson, Lufkin & Jenrette, Bridger
Petroleum Corporation Ltd., Questor Corporation, Environmental Testing and
Certification Corporation, Garnet Resources Corporation, Prospect and Noel. Mr.
Marx served as a director of Prospect from February 1986, and as Chairman of
Prospect's Asset Committee from October 1988, until January 1990. Mr. Marx
serves as a trustee of the New York University Medical Center, the City Parks
Foundation and as Chairman of the Madison Avenue Christmas for Children Fund.
Mr. Marx is also Co-Chairman and a director of Enterprises. He is President and
a Director of Victorinox-Swiss Army Knife Foundation. Mr. Marx is the father of
Lindsay Marx, a director of Forschner.
Eric M. Reynolds, a director of Forschner, is President, Chief Executive
Officer and a director of SweetWater, Inc., a position he has held since January
1993. Previously, from 1987 through 1990, Mr. Reynolds served as a marketing
consultant to various companies including W.L. Gore & Associates and Marmot
Mountain Works, Ltd., a company founded by Mr. Reynolds in 1974 that is in the
business of designing, manufacturing and marketing mountaineering, backpacking
and ski outerwear products. Mr. Reynolds is also a director of Enterprises.
John Spencer, a director of Forschner, holds the African Studies
Professorship at Middlebury College where he has served as a member of the
faculty since 1974. Mr. Spencer has also served as Dean of Middlebury College
and Chairman of its History Department. Mr. Spencer is the Co-Vice-Chairman of
the African American Institute, a Trustee of the Cape of Good Hope Foundation
and of the University of Cape Town Fund, Inc. and a director of Victorinox -
Swiss Army Knife Foundation.
John V. Tunney, a director of Forschner, is currently Chairman of the Board
of Cloverleaf Group, Inc. From 1971 to 1977 Mr. Tunney served as a United States
Senator from the state of California and as a Member of the United States House
of Representatives from 1965 to 1971. Mr. Tunney is also a director of Prospect,
Illinois Central Railroad Company, Garnet Resources Corporation and
Foamex-International, Inc., a manufacturer
- 8 -
and distributor of polyurethene foam, and a general partner of Sun Valley
Ventures, an investment banking and venture capital firm.
During the fiscal year ended December 31, 1994, the Board of Directors held
four meetings. Because of the large amount of informal communication among the
directors and between management and the directors, management does not consider
attendance at meetings of the Board of Directors and the committees of the Board
of Directors to be the primary consideration in determining the qualifications
and abilities of members of the Board of Directors. All of the directors
attended more than 75% of the total of the meetings of the Board of Directors
and the committees of which they were members.
Committees of the Board of Directors
The Board of Directors has created the Audit Committee, Nominating
Committee and Stock Option and Compensation Committee, each of which is
described below.
Audit Committee. The Audit Committee, consisting of Messrs. Vincent D.
Farrell, Jr. (Chairman), Herbert M. Friedman and John Spencer, is charged with
the duties of recommending to the Board of Directors the appointment of
independent public accountants, reviewing the scope of the audit and auditing
fees, meeting periodically with the independent public accountants and certain
officers of the Company to insure the adequacy of internal controls and
reporting, reviewing consolidated financial statements, examining audit reports
and performing any other duties or functions deemed appropriate by the Board.
The Audit Committee held two meetings during the fiscal year ended December 31,
1994.
Nominating Committee. The Nominating Committee, consisting of Messrs. Louis
Marx, Jr. (Chairman), Herbert M. Friedman and Stanley R. Rawn, Jr., has all of
the power of the Board of Directors in respect of the nomination of directors
for submission to a vote of the stockholders and in respect of the fixing of the
time, place and record date of the Annual Meeting of Stockholders, as well as
all other matters relating to the Annual Meeting of Stockholders. The Nominating
Committee did not meet during the fiscal year ended December 31, 1994. While the
Nominating Committee has no stated procedures for the submission of nominees by
the Company's stockholders, the committee will consider such recommendations on
an informal basis.
Stock Option and Compensation Committee. The Stock Option and Compensation
Committee, consisting of Messrs. A. Clinton Allen (Chairman), John Spencer and
John V. Tunney, has all the power of the Board of Directors to grant options and
to exercise all other powers under and pursuant to the Company's Stock Option
Plans and to take all action in respect of the approval of the compensation and
bonuses paid by the Company. The Stock Option and Compensation Committee held
seven meetings during the fiscal year ended December 31, 1994.
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
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that except as set forth below,
during the year ended December 31, 1994, all filing requirements applicable to
its officers, directors, and greater than ten-percent beneficial owners were
complied with. Douglas M. Rumbough, a Vice President of the Corporation, filed
an amended Form 3 during 1994 reporting ownership of 3,338 shares of the
Company's Common Stock that had not been included on Mr. Rumbough's original
Form 3 filed in August 1992.
- 9 -
MANAGEMENT COMPENSATION
Summary Compensation Table
The Summary Compensation Table below sets forth individual compensation
information of the two Co-Chief Executive Officers and the three other most
highly paid executive officers of the Company for services rendered in all
capacities during the fiscal years ended December 31, 1994, 1993 and 1992.
Annual Compensation Long-Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted All Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus sation Award SARS Payouts sation
------------------ ---- ------ ----- ------ ----- ---- ------- ------
James W. Kennedy 1994 250,000 125,000 -- -- 50,000 -- 13,523(2)
Co-Chairman and 1993 226,065 75,000 -- -- 25,000 -- 12,681(3)
Chief 1992 213,630 75,000 -- -- -- -- 9,728(4)
Executive Officer(1)
M. Leo Hart 1994 220,000 125,000 -- -- 25,000 -- 2,332(6)
Co-Chairman and 1993 211,115 75,000 -- -- 50,000 -- 2,111(7)
Chief 1992 191,461 75,000 -- -- -- -- 1,900(8)
Executive Officer(5)
Thomas D. Cunningham 1994 174,308 100,000 -- -- 50,000 -- 2,846(10)
Executive Vice President 1993 -- -- -- -- -- -- --
and Chief Financial 1992 -- -- -- -- -- -- --
Officer(9)
Stanley G. Mortimer III 1994 220,000 100,000 -- -- -- -- 12,845(11)
Executive Vice President 1993 210,961 75,000 -- -- 25,000 -- 11,155(12)
1992 201,538 100,000 -- -- -- -- 8,007(13)
Michael J. Belleveau 1994 120,746 75,000 -- -- -- -- 3,495(15)
Vice President(14) 1993 110,577 45,000 -- -- 10,000 -- 3,777(16)
1992 100,769 42,500 -- -- -- -- 2,876(17)
- -----------------
<FN>
(1) During all of fiscal 1993, Mr. Kennedy was President and Chief Executive
Officer of the Company. He was appointed Co-Chairman of the Board and Chief
Executive Officer in February 1994.
(2) Consists of $4,620 contributed by the Company to Mr. Kennedy's account
under the Company's 401K savings plan and $8,903 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Kennedy.
(3) Consists of $4,497 contributed by the Company to Mr. Kennedy's account
under the Company's 401K savings plan and $8,184 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Kennedy.
- 10 -
(4) Consists of $4,364 contributed by the Company to Mr. Kennedy's account
under the Company's 401K savings plan and $5,364 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Kennedy.
(5) During all of fiscal 1993, Mr. Hart was Executive Vice President of the
Company. He was appointed Co- Chairman of the Board and Chief Executive Officer
in February 1994.
(6) Consists of $2,332 in insurance premiums paid by the Company with respect
to split dollar life insurance for the benefit of Mr. Hart.
(7) Consists of $2,111 in insurance premiums paid by the Company with respect
to split dollar life insurance for the benefit of Mr. Hart.
(8) Consists of $1,900 in insurance premiums paid by the Company with respect
to split dollar life insurance for the benefit of Mr. Hart.
(9) Mr. Cunningham was appointed Executive Vice President and Chief Financial
Officer in March 1994.
(10) Consists of $2,846 contributed by the Company to Mr. Cunningham's account
under the Company's 401K savings plan.
(11) Consists of $4,620 contributed by the Company to Mr. Mortimer's account
under the Company's 401K savings plan and $8,225 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Mortimer.
(12) Consists of $4,497 contributed by the Company to Mr. Mortimer's account
under the Company's 401K savings plan and $6,658 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Mortimer.
(13) Consists of $4,364 contributed by the Company to Mr. Mortimer's account
under the Company's 401K savings plan and $3,643 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Mortimer.
(14) Mr. Belleveau was appointed Vice President in June 1994.
(15) Consists of $2,335 contributed by the Company to Mr. Belleveau's account
under the Company's 401K savings plan and $1,160 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Belleveau.
(16) Consists of $2,677 contributed by the Company to Mr. Belleveau's account
under the Company's 401K savings plan and $1,100 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Belleveau.
(17) Consists of $1,846 contributed by the Company to Mr. Belleveau's account
under the Company's 401K savings plan and $1,030 in insurance premiums paid by
the Company with respect to split dollar life insurance for the benefit of Mr.
Belleveau.
- 11 -
Option Grants in Last Fiscal Year
The following table sets forth, for each of the executive officers named in
the Summary Compensation Table, information regarding individual grants of
options made in the last fiscal year, and their potential realizable values.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
- ----------------------------------------------------------------------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options Granted Exercise or
Option to Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- ------- --------------- ---------- ---------- -------- --------
James W. Kennedy 25,000(1) 2.0% $ 12.25 10/18/03 $192,599 $488,084
50,000(2) 4.0% $ 12.25 5/6/04 $385,198 $976,167
M. Leo Hart 25,000(3) 2.0% $ 12.25 4/28/03 $192,599 $488,084
25,000(4) 2.0% $ 12.25 10/18/03 $192,599 $488,084
25,000(5) 2.0% $ 12.25 5/6/04 $192,599 $488,084
Thomas D. 50,000(6) 4.0% $ 12.25 3/15/04 $385,198 $976,167
Cunningham
Stanley G. Mortimer III 25,000(7) 2.0% $ 12.25 10/18/03 $192,599 $488,233
Michael J. Belleveau 10,000(8) 0.8% $ 12.25 10/18/03 $ 77,040 $195,233
- -----------------
<FN>
(1) Options replaced 25,000 options granted on 10/18/93 at a price of $17.50,
which were canceled.
(2) Options replaced 50,000 options granted on 5/6/94 at a price of $14.50,
which were canceled.
(3) Options replaced 25,000 options granted on 4/28/93 at a price of $14.38,
which were canceled.
(4) Options replaced 25,000 options granted on 10/18/93 at a price of $17.50,
which were canceled.
(5) Options replaced 25,000 options granted on 5/6/94 at a price of $14.50,
which were canceled.
(6) Options replaced 50,000 options granted on 3/15/94 at a price of $15.25,
which were canceled.
(7) Options replaced 25,000 options granted on 10/18/93 at a price of $17.50,
which were canceled.
(8) Options replaced 10,000 options granted on 10/18/93 at a price of $17.50,
which were canceled.
- 12 -
Option Exercises and Year-End Value Table
The following table sets forth option exercise activity in the last fiscal
year and fiscal year-end option values with respect to each of the executive
officers named in the Summary Compensation Table.
Aggregated Option Exercises in Last Fiscal Year, and FY-End Option/SAR Value
- ---------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End (#)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------ ------------- -------------
James W. Kennedy 0 - 25,000/50,000 $6,250/$12,500
M. Leo Hart 0 - 31,250/43,750 $7,812/$10,938
Thomas D. Cunningham 0 - 12,500/37,500 $3,125/$9,375
Stanley G. Mortimer III 0 - 18,533/12,500 $58,538/$3,125
Michael J. Belleveau 3,750 $24,165 6,250/5,000 $6,094/$1,250
Ten-Year Option/SAR Repricings
The following table sets forth certain information concerning repricings of
stock options held by any executive officers of the Company during the last ten
completed fiscal years.
(a) (b) (c) (d) (e) (f) (g)
Number of Length of
Securities Market Price Exercise Original
Underlying of Stock at Price at Option Term
Options/ Time of Time of Remaining at
SARs Repricing or Repricing or New Date of
Repriced or Amendment Amendment Exercise Repricing or
Name Date Amended (#) ($) ($) Price ($) Amendment (1)
- ---- ---- ----------- ------------ ------------ --------- ------------
James W. Kennedy 7/15/94 25,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Co-Chairman and Chief 7/15/94 50,000 $12.25 $14.50 $12.25 9 Yrs 9 Mos
Executive Officer
M. Leo Hart 7/15/94 25,000 $12.25 $14.38 $12.25 8 Yrs 9 Mos
Co-Chairman and Chief 7/15/94 25,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Executive Officer 7/15/94 25,000 $12.25 $14.50 $12.25 9 Yrs 9 Mos
Thomas D. Cunningham 7/15/94 50,000 $12.25 $15.25 $12.25 9 Yrs 8 Mos
Executive Vice President
and Chief Financial
Officer
- 13 -
Stanley G. Mortimer III 7/15/94 25,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Executive Vice President(2)
Thomas M. Lupinski 7/15/94 10,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Senior Vice President
and Controller
Michael J. Belleveau 7/15/94 10,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Vice President
John K. Kellersman 7/15/94 10,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Vice President
David J. Parcells 7/15/94 10,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Vice President - Operations
Douglas M. Rumbough 7/15/94 10,000 $12.25 $17.50 $12.25 9 Yrs 3 Mos
Vice President
Harry R. Thompson 10/19/90 10,000 $5.25 $5.38 $5.25 8 Yrs 5 Mos
Managing Director(3)
- -----------------
<FN>
(1) Except as otherwise noted, the repriced options retain the vesting and
expiration dates of the original options.
(2) Mr. Mortimer was not an executive officer of Forschner at the time that
his stock options were repriced.
(3) Mr. Thompson was not an executive officer of Forschner at the time that
his stock options were repriced. The repriced options granted to Mr. Thompson
did not retain the vesting or expiration dates of the original options.
Compensation of Directors
The Company compensates those of its directors who were not employees of
the Company in the amount of $10,000 annually plus $1,000 for attendance at each
meeting of the Board of Directors. The Chairmen of the Audit Committee, the
Stock Option and Compensation Committee and the Acquisition Committee of the
Board of Directors are each paid an additional annual fee of $10,000 in
recognition of the additional responsibilities and time commitments associated
with such positions.
In 1994, the Company awarded to Stanley R. Rawn, Jr., Senior Managing
Director and a director of the Company, 25,000 shares of the Company's Common
Stock in recognition of Mr. Rawn's services to the Company and as an additional
incentive to him. Of the shares awarded, 12,500 shares vested immediately upon
grant and 12,500 shares are subject to a one-year vesting provision. Also in
1994, A. Clinton Allen, Eric Reynolds and Lindsay Marx, directors of the
Company, were each granted options under the Company's 1994 Stock Option Plan to
purchase 25,000 the Company's Common Stock at a price of $14.50 per share, the
market price of the Company's Common Stock when such options were issued, and
stock options with respect to 100,000 shares of the Company's Common Stock that
had previously been granted to Thomas A. Barron, a director of the Company, were
cancelled and reissued, effectively repricing such options from an exercise
price of $14.75 per share to $12.25 per share, which was the market price of the
Company's Common Stock at the time of such repricing.
Peter W. Gilson, Chairman of the Executive Committee and a Director of the
Company, became an employee of the Company in February 1995. In connection with
his commencement as an employee and in consideration for Mr. Gilson entering
into an employment agreement with the Company, the Company has agreed to issue
to Mr. Gilson a warrant to purchase shares of the Company's Common Stock. The
terms of the employment agreement and the warrant, including the number of
shares covered thereby, are to be mutually agreed between the Company and Mr.
Gilson. In addition, Mr. Gilson is being compensated by the Company at the rate
of $150,000 per year.
- 14 -
In addition, the Company has purchased split dollar life insurance policies
in respect of each of Messrs. Louis Marx, Jr. and Stanley R. Rawn, Jr. See
"Certain Transactions".
Pension Plan
Each employee of the Company at least twenty years of age, becomes eligible
to participate in the Company's Pension Trust (the "Pension Trust") after
completing two Years of Credited Service (as defined in the Pension Trust).
Monthly benefits at Normal Retirement Age, age sixty-five, are computed as
follows: Average Monthly Compensation (as defined below) multiplied by 0.65%
plus Average Monthly Compensation in excess of Social Security Covered
Compensation (as defined below) multiplied by 0.65%, such sum multiplied by
Years of Credited Service, not to exceed 35 years. Accrued benefits under the
prior formula used by the Company's Pension Trust are grandfathered as of
December 31, 1993 for Non-Highly Compensated Employees and as of December 31,
1988 for Highly Compensated Employees.
"Average Monthly Compensation" is defined as one-twelfth of the highest
five consecutive years of total compensation. Social Security Covered
Compensation is defined as the average of the Taxable Wage Base over the 35-year
period ending with the year of the Social Security Normal Retirement (ages 65 -
67, depending on year of birth).
Participants will receive reduced benefits on a life annuity basis with
continuation of benefits to their spouses after death unless an optional form of
benefit is selected. Preretirement death benefit coverage is also provided. A
participant is 100% vested in his accrued benefits, as defined in the Pension
Trust, upon such accrual. The Years of Credited Service as of December 31, 1994
of each of the individuals named in the Cash Compensation table herein are as
follows:
James W. Kennedy.......................... 18 years
M. Leo Hart............................... 2 years
Thomas D. Cunningham...................... 1 year
Stanley G. Mortimer III................... 10 years
Michael J. Belleveau....................... 3 years
The following table shows annual pension benefits under the Pension Trust
assuming retirement at age sixty-five in 1995, payable as a life annuity, in
various remuneration and years of employment classifications. Note that the
maximum allowable compensation for years beginning in 1994 is $150,000, so
remuneration in excess of that amount is not shown. Some grandfathering of
benefits earned at higher compensation levels is provided.
Pension Benefits for 1995 Retirees at Age 65
Years of Service
-------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
50,000 7,222 9,630 12,037 14,444 16,852
75,000 12,097 16,130 20,162 24,194 28,227
100,000 16,972 22,630 28,287 33,944 39,602
125,000 21,847 29,130 36,412 43,694 50,977
150,000 26,722 35,630 44,537 53,444 62,352
- 15 -
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions regarding compensation of the Company's executives are generally
made by the Stock Option and Compensation Committee (the "Compensation
Committee") of the Company's Board of Directors. From January 1 through June
1994, the Compensation Committee was comprised of Messrs. Thomas A. Barron,
Herbert M. Friedman and John V. Tunney. From July 1994 through December 1994,
the Compensation Committee has comprised of A. Clinton Allen, John V. Tunney and
John Spencer. Each member of the Compensation Committee is a non-employee
director.
Pursuant to rules adopted by the Securities and Exchange Commission ("SEC")
designed to enhance disclosure of companies' policies regarding executive
compensation, set forth below is a report submitted by the members of the
Compensation Committee addressing the Company's compensation policies for 1994
as they affected the Company's executive officers generally and, in particular,
as they affected James W. Kennedy and M. Leo Hart, Co-Chief Executive Officers
of the Company during 1994 (Mr. Hart having been elected to such position in
February 1994).
Compensation Policies Regarding Executive Officers
The Compensation Committee's executive compensation policies are intended
to provide competitive levels of compensation in order to attract and retain
qualified executives, to recognize individual contributions to the successful
achievement of the Company's business objectives, and to align managements' and
shareholders' interests in the enhancement of shareholder value over the long
term. Compensation paid to the Company's executive officers for 1994 consisted
primarily of base annual salary and annual bonus. In addition, through the grant
to the Company's executive officers of options to purchase shares of the
Company's Common Stock, the Compensation Committee has utilized the Company's
1993 Stock Option Plan (the "1993 Stock Option Plan") and the Company's 1994
Stock Option Plan (the "1994 Stock Option Plan", and together with the 1993
Stock Option Plan, the "Option Plans") to provide long-term incentives to
executive officers by enabling them to share in the future growth of the
Company's business. The Company has also established a 401(k) Plan and a Pension
Plan to assist it in retaining qualified executives.
The Compensation Committee believes that the Company's executive officers
should be compensated comparably with executive officers of other publicly held
companies engaged in the business of importing, distributing, developing,
selling and marketing consumer and professional products. The Compensation
Committee also believes that the Company competes with such organizations for
qualified executives and is therefore required to adopt competitive salary
structures. In setting compensation, the Committee considers on an informal
basis compensation paid by other corporations in businesses similar to the
Company, as well as the individual contributions to the Company which each of
the executives has made and could be expected to make in the future and such
other factors as the compensation committee may deem relevant at the time of
making such determinations.
Base salaries for the Company's executive officers are determined by the
Compensation Committee on an annual basis. In setting such base salaries, the
Compensation Committee considered the factors set forth in the preceding
paragraph. In the case of certain executives, the Committee considered and
approved the purchase of split dollar life insurance as compensation to such
executives in lieu of the cash compensation the Committee might otherwise have
awarded to such executives.
While the Committee considers objectively measurable performance criteria
such as profitability, revenue growth, return on equity, market share and
operating budget performance in determining annual bonuses, the Committee
believes that relying solely on such criteria may tend to stress short term
performance at the cost of long term growth. Instead, the Committee's decisions
as to annual bonuses are based primarily on the Committee's informal evaluation
of subjective criteria of individual performance. Such subjective performance
criteria encompass evaluation of overall contribution to achievement of the
Company's business objectives, managerial ability, and the executive officer's
performance in any special projects that the officer may have undertaken. The
Committee evaluated performance under these subjective criteria and determined
the amount of the executive officers' 1994
- 16 -
annual bonuses at the end of 1994 after informal discussions with other members
of the Board of Directors. The Committee considered primarily the part played by
the Company's executive officers in the accomplishments of the Company in 1994,
including the performance of the Company in the areas of sales and earnings in
light of economic, market and other conditions influencing those factors; the
development and introduction of new products; and the attainment of sales growth
in a difficult economy.
The Compensation Committee believes that stock-based performance
compensation arrangements are beneficial in aligning managements' and
shareholders' interests in the enhancement of shareholder value over the
long-term. Thus, the Committee has utilized the Company's Stock Option Plans as
an element in the Company's compensation packages for its executive officers.
Options granted to executive officers pursuant to the Stock Option Plans have
had exercise prices equal to the market price of the Company's Common Stock on
the date the options were granted, typically vest over a three-year period, and,
with limited exceptions, are exercisable only during an executive officer's
tenure with the Company and for a specified period thereafter. Thus, amounts
which may be realized by an executive officer upon exercise of options result
directly from appreciation in the Company's stock price during the particular
executive officer's tenure with the Company.
In July 1994, the Compensation Committee repriced (through cancellation and
reissuance) out-of-the-money stock options held by executive officers (other
than officers who are not full-time employees of the Company) and other
employees of the Company, by cancelling outstanding options and reissuing
options exercisable at the then current market price of the Company's stock,
$12.25 per share. The repriced options retained the vesting schedules and
expiration dates of the original options. The Compensation Committee issued the
repriced options because the Committee determined that, as a result of the
decrease in the price of the Company's stock, notwithstanding the substantial
improvement over the past several years in the Company's financial performance
in terms of sales, gross profits, net income and other measures, the Company's
outstanding options that were repriced were exercisable at prices sufficiently
above current stock prices to have lost their value as incentives.
The Company's 401(k) Plan is a broad-based employee benefit plan in which
the executive officers are permitted to participate on the same terms as
non-executive employees who meet applicable eligibility criteria, subject to any
legal limitations on the amounts that may be contributed or the benefits that
may be payable under the plan. The Company matches the contributions of
participating employees, including executive officers, up to a certain level
determined by the Board of Directors. Except to the extent that participants
elect to invest their individual accounts in the Company's Common Stock,
benefits under the 401(k) Plan are not tied to Company performance.
1994 Compensation of Chief Executive Officers
The SEC regulations require the Compensation Committee to disclose the
Committee's bases for compensation reported for Messrs. Kennedy and Hart in 1994
and to discuss the relationship between such compensation and the Company's
performance during the last fiscal year.
The Compensation Committee's decisions with respect to 1994 compensation
paid to each of Messrs. Kennedy and Hart were based on the factors discussed
above applicable to all of the Company's executive officers, and hence the
Company's increased revenues in 1994 was favorably considered in determining the
amount of the bonus paid to Messrs Kennedy and Hart. The subjective factors
considered in determining 1994 annual compensation for Mr. Kennedy and Mr. Hart
included their overall leadership of the Company and their contribution to the
financial performance of the Company during 1994, including in particular the
substantial growth in the Company's sales as compared to 1993.
SUBMITTED BY THE STOCK OPTION AND COMPENSATION COMMITTEE OF THE COMPANY'S BOARD
OF DIRECTORS:
A. Clinton Allen John Spencer John V. Tunney
- 17 -
Compensation Committee Interlocks and Insider Participation
From January 1 through June 1994, the Compensation Committee was comprised
of Thomas A. Barron, Herbert M. Friedman and John V. Tunney. From July 1994
through December 1994, the Compensation Committee was comprised of A. Clinton
Allen, John V. Tunney and John Spencer. None of these individuals is an officer
or employee of the Company or any of its subsidiaries. Mr. Barron served as the
non-executive Chairman of the Board of the Company from 1988 through January
1990. Mr. Friedman is a partner of the law firm of Zimet, Haines, Friedman &
Kaplan. In 1994, Forschner paid $578,525 for legal services rendered by such
firm.
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return over a
five-year period of the Company's Common Stock to that of the Russell 2000, a
broad market index, and the following companies, which Forschner believes
constitute a reasonable peer group by virtue of the fact that the primary
business of each is the marketing and distributing of consumer and other
products: Anthony Industries, Inc., A. T. Cross Company, Bell Industries, Inc.,
Fossil, Inc., Johnson Worldwide Associates, Inc., Jostens, Inc., Moore Handley,
Inc., North American Watch Corporation and The Timberland Company. The Company
changed its peer group in fiscal 1994 in order to eliminate companies for which
stock price information is no longer available and also to present information
that the Company believes provides a more meaningful comparison due to the
nature and composition of the businesses included in the peer group. In 1993,
the peer group used by the Company was comprised of the following companies:
Action Industries, Inc., A. T. Cross Company, Bell Industries, Inc., Catalina
Lighting, Inc., Crystal Brands, Inc., Dynascan Corporation, Emerson Radio Corp.,
Goody Products Inc., Greenman Bros. Inc., Guest Supply, Inc., Handleman Company,
Jaclyn, Inc., Johnson Worldwide Associates, Inc., Moore Handley, Inc., Pentech
Intl. Inc., Waxman Industries, Inc., and Willcox & Gibbs Inc. For purpose of
comparison, the following chart includes both the 1993 peer group ("Peer Group
Old") and the 1994 peer group ("Peer Group New").
- 18 -
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
Forschner Group, Russell 2000 Index, Peer Group Old, and Peer Group New
(Performance Results Through 12/31/94)
[GRAPH]
Measurement Period Forschner Group Russell 2000 Index Peer Group Old Peer Group New
- ------------------ --------------- ------------------ -------------- --------------
1989 $100.00 $100.00 $100.00 $100.00
1990 $ 53.33 $ 80.49 $ 68.18 $ 95.26
1991 $100.00 $117.56 $ 77.81 $106.34
1992 $111.11 $139.21 $ 62.36 $ 93.72
1993 $135.56 $165.52 $ 67.63 $105.64
1994 $111.11 $162.24 $ 59.03 $ 87.05
Assumes $100 invested at the close of trading 12/89 in Forschner Group common
stock, Russell 2000 Index, Peer Group Old, and Peer Group New.
* Cumulative total return assumes reinvestment of dividends.
- 19 -
CERTAIN TRANSACTIONS
Messrs. Louis Marx, Jr., Chairman of the Company's Management Committee,
Chairman of the Company's Executive Committee until February 15, 1995, and a
Director of the Company and, Stanley R. Rawn Jr., Senior Managing Director and a
Director of the Company, devoted considerable time and attention to the affairs
of the Company during 1994. During 1994 Messrs. Marx and Rawn were principally
compensated, in the case of Mr. Rawn, by the grant of restricted shares of the
Company's Common Stock (as discussed above in "Compensation of Directors") and
in the case Messrs. Marx and Rawn, through split dollar insurance on their
lives, a method which allows the Company to recover, without interest, all
premiums paid on the death of the insured and which has substantially lower
earnings impact over the years than would similar amounts paid as cash
compensation. Specifically, the Company has purchased split dollar life
insurance payable on the death of Mr. Marx, some of which is payable on the
later to die of Mr. Marx and his wife, and split dollar life insurance payable
on the death of Mr. Rawn. Under these arrangements the Company will pay
approximately $3,165,000 over the course of the next 15 years as premiums under
the policies for Mr. Marx and approximately $2,832,000 over the course of the
next seven years under the policy for Mr. Rawn (in each case including amounts
paid through the first fiscal quarter of 1995), and will be reimbursed, without
interest, for all of the premiums that it has paid upon the death of the
respective insured. The actual premiums to be paid may be higher than estimated
depending upon the performance of the insurance company's investments and other
factors. Pursuant to the terms of life insurance agreements entered into with
each of Messrs. Marx and Rawn, Forschner shall continue to be obligated to pay
these premiums during the insured's employment with the Company and in the event
of the termination of such employment for any reason, unless the insured
willfully and materially breaches the terms of a consulting agreement between
him and Forschner and such breach continues for 30 days after written notice.
Under the terms of such consulting agreements, each of Messrs. Marx and Rawn is
to be engaged as a consultant immediately following the termination of his
employment with Forschner and, in such event, shall receive such compensation as
shall be fair under the circumstances. Mr. Marx has been so engaged as a
consultant to the Company since February 15, 1995, the date on which he ceased
to serve as Chairman of the Company's Executive Committee. The consulting
agreements may be terminated by Forschner upon thirty days notice. In 1994, the
Company paid an aggregate of $365,936 in premiums on the policies pertaining to
Mr. Marx and $77,650 in premiums on the policy pertaining to Mr. Rawn. There
will be a small, negative earnings impact in the early years of the policies on
Messrs. Marx's and Rawn's lives, and an increasingly positive impact on earnings
in the later years.
In July 1994, Forschner entered into a Services Agreement with Brae Group,
Inc. ("Brae"), a company which is a stockholder of Forschner and in which Louis
Marx, Jr., a Director of Forschner, has a controlling interest, and in which
Stanley R. Rawn, Jr., a Director of Forschner, and Victorinox Cutlery Company
("Victorinox"), a key supplier of Forschner, have minority stock interests.
Under the Services Agreement, Brae is to provide various services to Forschner
for a period of four years relating to maintaining, enhancing and expanding
Forschner's relationship with Victorinox. In exchange for these services, Brae
received an option to purchase 500,000 shares of Forschner's Common Stock at the
then current market price of $10.75 per share. The option is fully vested and
can be exercised for ten years from the date of the Services Agreement.
The Company has loaned to Mr. James W. Kennedy, Co-Chairman of the Board
and Chief Executive Officer of the Company, a total of $87,500. In 1994, the
Company extended the payment date of this loan to December 31, 1995. The loans
bear interest at the prime rate.
An existing Company policy authorizes Forschner to compensate, in the form
of a commission of up to 3% of net sales for up to three years, non-employees
for their direct role in introducing significant new customers to the Company.
In 1994 Forschner paid to Louis Marx III, a son of Louis Marx, Jr. and a brother
of Lindsay Marx, both Directors of the Company, $536,623, representing one half
of a 3% commission on net sales to Cyrk, Inc. ("Cyrk"), a new customer of the
Company that in 1994 represented approximately 24.9% of Forschner's total
revenues. This commission will continue to be paid on net sales to Cyrk through
at least March 31, 1995. Mr. Louis Marx III has donated a substantial portion of
the commissions received by him in 1994 to the Victorinox- Swiss Army Knife
Foundation.
- 20 -
Simmons Outdoor Corporation ("Simmons"), in which Forschner owns 655,000
shares of common stock (approximately 20% of the issued and outstanding shares),
sells Victorinox Original Swiss Army Knives purchased from Forschner to selected
sporting goods distributors. In 1994, Forschner's sales to Simmons were
approximately $472,000. Forschner's 1994 purchases from Simmons of optical
products for sale to Forschner's Corporate Markets customers totaled $1,105,000
in 1994. Both sales and purchases of products are on an arm's length basis.
Herbert M. Friedman, a Director of Forschner, also serve on the Board of
Directors of Simmons.
In June 1994, the Company received 75,299 newly issued shares of the Series
A Preferred Stock of Forschner Enterprises, Inc. ("Enterprises") in exchange for
all of the Company's shares of Tigera Group, Inc., a publicly traded company.
The Company currently holds approximately 30.2% of the outstanding capital stock
of Enterprises. Louis Marx, Jr., a Director of Forschner, is Co-Chairman and a
director of Enterprises. M. Leo Hart, Co-Chairman and Chief Executive Officer of
Forschner, Stanley R. Rawn, Jr., Senior Managing Director and a Director of
Forschner, and A. Clinton Allen, Herbert M. Friedman and Eric M. Reynolds,
Directors of Forschner, also serve as Enterprises directors.
In 1994, Forschner paid $578,525 for legal services rendered by the law
firm of Zimet, Haines, Friedman & Kaplan, of which Mr. Herbert M. Friedman, a
Director of the Company, is a partner. A portion of such fees were paid by the
Company on behalf of Enterprises, as part of the consideration for the shares of
Enterprises issued to the Company in 1994.
Keith R. Lively, a Director of the Company, has been retained as a
consultant by the Company, for a fee of $10,000 per month commencing January
1995, to provide consulting services relating to the Company's acquisition
program and other matters.
Peter W. Gilson, Chairman of the Executive Committee and a Director of the
Company, became an employee of the Company in February 1995. In connection with
his commencement as an employee and in consideration for Mr. Gilson entering
into an employment agreement with the Company, the Company has agreed to issue
to Mr. Gilson a warrant to purchase shares of the Company's Common Stock. The
terms of the employment agreement and the warrant, including the number of
shares covered thereby, are to be mutually agreed between the Company and Mr.
Gilson. In addition, Mr. Gilson is being compensated by the Company at the rate
of $150,000 per year.
Harry Thompson, Managing Director of the Company since December 1994, had
previously been a consultant to the Company. During 1994, the Company paid
consulting fees to Mr. Thompson in the amount of $96,000.
Ms. Karen Brenner, who served as a consultant to the Company in respect of
strategic and financial planning and other matters through December 31, 1994,
was until February 1994, Chairman of the Board and a Director of Forschner.
Pursuant to a consulting agreement dated January 1, 1992 between the Company and
Ms. Brenner, the Company retained Ms. Brenner as a consultant and agreed to pay
compensation at the rate of $14,583 per month. Ms. Brenner was paid a total of
$250,000 in 1994 in respect of these services including a merit payment of
$75,000 relating to 1993 but paid in 1994. Ms. Brenner's consulting agreement
terminated as of December 31, 1994.
The Forschner Group, Inc. Charitable Insurance Program
Forschner recognizes its responsibility to the communities in which its
products are sold and the importance of charitable organizations to the country
at large. The Company is also aware of the benefits to commercial good will
resulting from the proper discharge of its responsibilities. In order to further
these objectives, the Company instituted its Charitable Insurance Program. This
program allows Forschner to provide the maximum assistance to numerous charities
by utilizing tax provisions intended to encourage such activities, and to
eventually recover, without interest, all amounts expended.
Under the Company's Charitable Insurance Program (the "Program"), adopted
by the Company's Board of Directors in 1993, the Company will utilize insurance
on the lives of each of its directors and other designated
- 21 -
persons (the "Insured Directors") to fulfill charitable pledges to the
Victorinox-Swiss Army Knife Foundation (the "Foundation") and to charities
recommended by the Insured Directors. The Company previously purchased life
insurance on one of the Company's Co-Chairmen and designated the Foundation as a
beneficiary of a portion of the proceeds, subject to the Company's right to
revoke such designation.
The Program enables the Company to make a meaningful commitment to the
Victorinox-Swiss Army Knife Foundation, as well as a broad range of charities
benefiting our communities. The Company will be able to make substantial
contributions in the future to these charities at a minimal cost to the Company.
The Victorinox-Swiss Army Knife Foundation is a tax-exempt private
foundation, funded primarily by contributions from Forschner. It was organized
in December 1992 for general charitable purposes, including the improvement of
the welfare of underprivileged children (and others) through the encouragement
of organized athletic activities, including those sports in which an
underprivileged child would not ordinarily participate. Louis Marx, Jr., a
director of the Company, is President and a director of the Foundation. M. Leo
Hart, Co-Chairman and Chief Executive Officer and a director of the Company,
Stanley R. Rawn, Jr., Senior Managing Director and a director of the Company,
and Herbert M. Friedman and John Spencer, directors of the Company, are
directors of the Foundation.
The Company is the owner and beneficiary of the policies, with the right to
borrow against them, and will receive the proceeds upon the death of each
Insured. The proceeds will not be legally segregated from the Company's general
funds and will remain subject to claims of the Company's creditors. Upon the
death of an Insured Director, the Company will retain a share of the insurance
proceeds equal to the cumulative premiums paid by the Company for the policy on
that Insured Director's life. One half of the remaining amount will be used to
fulfill a pledge to the Foundation and the other half will be used to fulfill
pledges to tax-exempt charities recommended by Insured Directors and approved by
the Board.
Generally, the Company will be bound to continue to pay all premiums on the
policy for the life of the Insured or, in the case of Mr. Marx, as long as he is
an officer or Board member or agrees to serve as a consultant to the Company.
Generally, there will be a small, negative impact on earnings through 1998,
and an increasingly positive impact on earnings after 1998 as the cash surrender
value of the insurance increases.
If a director were to leave the Company prior to the time when the cash
surrender value of the policy exceeds the aggregate premiums, and the Company
received no further substantial benefit from his or her services, the obligation
to pay future premiums would result in a charge to earnings at the time he or
she left. The charge to earnings for 1994 with respect to directors who left the
Company in 1994 is insignificant.
The Company would not be entitled to a tax deduction, nor would the Company
realize income for regular income tax purposes, at the time the policy is
obtained nor as premiums are paid. Upon the death of the director (when the
policy matures and the insurance proceeds are paid) the Company would not
realize income for "regular" income tax purposes, but the Company might be
subject to alternative minimum tax ("AMT") on a portion of the receipts from the
policy. Upon the making of the cash contribution following the death of the
insured director, the Company would be entitled to a deduction. Since the
Company is entitled to claim as charitable deductions only 10% of its taxable
income in any year, the extent of the utilization of this deduction would depend
upon income. These deductions may be carried forward for a period of five years.
- 22 -
AUDITORS
The Board of Directors has selected Arthur Andersen LLP, Certified Public
Accountants, as independent public accountants to audit the books and records of
the Company at the close of the fiscal year ending December 31, 1994. A
representative of Arthur Andersen LLP, is expected to be present at the Annual
Meeting, and will have an opportunity to make a statement if he or she desires
to do so, and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting
of Stockholders, to be held in 1996, must be received by the Company at One
Research Drive, Shelton, Connecticut 06484 by January 15, 1996 to be included in
the proxy statement and form of proxy relating to that meeting.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Financial Statements of the Company, the Supplementary Financial
Information and Management's Discussion and Analysis of Financial Condition and
Results of Operations are incorporated in this Proxy Statement by reference to
the Annual Report to Stockholders for the fiscal year ended December 31, 1994 as
if set forth herein in its entirety.
OTHER INFORMATION
The solicitation of Proxies in the accompanying form will be made at the
Company's expense, primarily by mail and through brokerage and banking firms
holding shares in their own names for customers.
A COPY OF FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY
ANY SHAREHOLDER OF THE COMPANY ON WRITTEN REQUEST TO THE OFFICE OF THE
SECRETARY, THE FORSCHNER GROUP, INC., P.O. BOX 874, SHELTON, CONNECTICUT
06484-0874.
The Board of Directors is aware of no other matters that are to be
presented to stockholders for formal action at the meeting. If, however, any
other matters properly come before the meeting or any adjournment thereof, it is
the intention of the persons named in the enclosed form of proxy to vote such
proxies in accordance with their judgment on such matters.
By Order of the Board of Directors.
THOMAS M. LUPINSKI, Secretary
Dated: Shelton, Connecticut
May 12, 1995
- 23 -
APPENDIX 1
REVOCABLE PROXY
THE FORSCHNER GROUP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR THE ANNUAL MEETING OF
STOCKHOLDERS OF
THE FORSCHNER GROUP, INC. TO BE HELD AT
801 BRIDGEPORT AVENUE, SHELTON,
CONNECTICUT, ON THURSDAY, JUNE 8, 1995 AT
10:30 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints JAMES W. KENNEDY, THOMAS D. CUNNINGHAM and
THOMAS M. LUPINSKI, and each of them, with power of substitution to each, as the
proxies and attorneys of the undersigned to vote all shares of Common Stock
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of The Forschner Group, Inc. (the "Company") to
be held on June 8, 1995 and any adjournment thereof, for the following purposes:
(1) To elect sixteen members of the Board of Directors to serve until the next
annual meeting of stockholders and until their successors are duly elected and
qualified; and
(2) To transact such other business as may properly come before the meeting or
any adjournment thereof.
Please be sure to sign and date
this Proxy in the box below. Date
Stockholder sign above Co-holder (if any) sign above
The Directors recommend a vote for:
Election of Directors For With- For All
hold Except
A. Clinton Allen, Thomas A. Barron, Thomas D. Cunningham, Vincent D.
Farrell, Jr., Herbert M. Friedman, Peter W. Gilson, M. Leo Hart, James W.
Kennedy, Keith R. Lively, Lindsay Marx, Louis Marx, Jr., Stanley G.
Mortimer III, Stanley R. Rawn, Jr., Eric Reynolds, John Spencer, John V.
Tunney
(Instruction: To withhold authority to vote for any individual, mark "For
All Except" and write that nominee's name in the space provided below:)
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION OF
ALL ABOVE-NAMED NOMINEES.
Please mark, date and sign as your name appears above and return in the enclosed
envelope. If acting as executor, administrator, trustee, guardian, etc. you
should so indicate when signing. If the signer is a corporation, please sign the
full corporate name, by duly authorized officer. If shares are held jointly each
stockholder named should sign.
................................................................................
Detach above card, sign , date and mail in postage paid envelope provided.
THE FORSCHNER GROUP, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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