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SUPPLEMENT (a)
COTTER & COMPANY
2740 North Clybourn Avenue
Chicago, Illinois 60614
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 5, 1994
TO THE STOCKHOLDERS OF COTTER & COMPANY:
The Annual Meeting of Stockholders of COTTER & COMPANY, a Delaware Corporation,
will be held at its Distribution Center located at 14900 U.S. Highway 71,
Kansas City, Missouri 64147, on Tuesday, April 5, 1994, at the hour of 10:00
in the morning, local time, for the following purposes:
1. To elect five Directors to serve for a term of three years and
until the election and qualification of their respective
successors;
2. To approve the appointment of Ernst & Young, independent public
accountants, as auditors of the Company for fiscal year 1994; and
3. To consider and act upon such further business as may properly
come before the meeting or any adjournments thereof.
Election of Directors. The Nominating Committee and the Board of Directors
have nominated for election five (5) nominees listed below, each to hold office
for a term of three (3) years and until his successor is elected and qualified:
William M. Claypool, III Lewis W. Moore
Jerrald T. Kabelin Robert G. Waters
Robert J. Ladner
The shares represented by the Proxy solicited by the Board of Directors will be
voted in favor of the election of the above-named nominees unless authority is
expressly withheld.
The Board of Directors knows of no reason why any nominee for director will be
unable to serve if elected. If any nominee shall become unavailable for
election, it is intended that such shares shall be voted for the election of a
substitute nominee selected by the persons named in the enclosed Proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES PRESENTED.
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Appointment of Independent Public Accountants. The Board recommends that you
vote FOR the approval of the appointment of Ernst & Young, independent public
accountants, as auditors for the Company for the fiscal year ending December
31, 1994. The Proxy solicited by the Board will be voted in favor of the
approval of Ernst & Young to serve as auditors for the Company for fiscal year
1994 unless a contrary decision is made by the Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE APPOINTMENT OF
ERNST & YOUNG AS AUDITORS FOR THE COMPANY FOR FISCAL YEAR 1994.
Only holders of record of the Class A Stock of the Company at the close of
business on February 26, 1994, will be entitled to notice of and to vote at
said meeting. The Proxy solicited by the Board will be voted in favor of all
proposals unless a contrary decision is made by the Stockholders, and of all
other matters to come before the meeting, or any adjournments thereof, in the
discretion of the Proxies therein.
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING IN PERSON
ARE ASKED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO THE COMPANY IN THE
ENCLOSED, STAMPED ENVELOPE, ADDRESSED TO COTTER & COMPANY, P.O. BOX 7931, ELK
GROVE VILLAGE, IL 60009-9921.
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE, AND RETURN YOUR PROXY WITHOUT
DELAY, TO INSURE ITS ARRIVAL IN TIME FOR THE MEETING.
THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING.
By Order of the Board of Directors
/s/ KERRY J. KIRBY
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Kerry J. Kirby
Secretary
Chicago, Illinois
Date of Mailing: March 7, 1994