1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HELENE CURTIS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
HELENE CURTIS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
2
[LOGO]
HELENE CURTIS INDUSTRIES, INC.
325 N. WELLS STREET
CHICAGO, ILLINOIS 60610
- --------------------------------------------------------------------------------
May 25, 1995
Fellow Stockholders:
We are pleased to invite you to the Annual Meeting of Stockholders to be
held Tuesday, June 27, 1995, at 10:00 A.M. at the First Chicago Center, First
National Bank Building, Plaza Level S.E. (Corner of Dearborn Street and Madison
Street), Chicago, Illinois. Enclosed are the official notice of the meeting, a
proxy statement and a form of proxy.
At the Annual Meeting, the stockholders will be asked to elect three
directors, to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of capital stock and to ratify the appointment of
the Company's certified public accountants for this year, as described in the
formal notice of meeting and proxy statement on the following pages.
We hope that you will attend the Annual Meeting and encourage you to read
the accompanying statement carefully.
YOUR VOTE IS VERY IMPORTANT. TO ENSURE THAT YOUR STOCK IS REPRESENTED, WE
URGE YOU TO VOTE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING.
Sincerely,
[Sig.] [Sig.]
Gerald S. Gidwitz Ronald J. Gidwitz
Chairman President
3
HELENE CURTIS INDUSTRIES, INC.
325 N. WELLS STREET
CHICAGO, ILLINOIS 60610
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Helene
Curtis Industries, Inc., a Delaware corporation, will be held at the First
Chicago Center, First National Bank Building, Plaza Level S.E. (Corner of
Dearborn Street and Madison Street), Chicago, Illinois, on Tuesday, June 27,
1995, at 10:00 A.M., Chicago time, for the following purposes:
1. To elect three directors of the Company for a
three-year term expiring at the Annual Meeting of
stockholders to be held in 1998 and until their
successors are elected and have been qualified.
2. To consider and vote upon an amendment to the Fourth
Article of the Company's Certificate of Incorporation
to increase the number of authorized shares of capital
stock from 35,000,000 to 50,000,000.
3. To ratify and approve the appointment of independent
accountants for the Company for the fiscal year ending
February 29, 1996.
4. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on May 3, 1995, are
entitled to vote at the Annual Meeting or any adjournment thereof.
By order of the Board of Directors
[SIG]
Roy A. Wentz, Secretary
Chicago, Illinois
May 25, 1995
4
HELENE CURTIS INDUSTRIES, INC.
325 N. WELLS STREET
CHICAGO, ILLINOIS 60610
- ---------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS--JUNE 27, 1995
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Company of Proxies for use at the Annual Meeting
of Stockholders to be held on June 27, 1995. All Proxies duly executed and
received will be voted on all matters presented at the meeting. Where a
specification as to any matter is indicated, the Proxy will be voted in
accordance with such specification. Where no specification is indicated, the
Proxy will be voted for the named nominees and in favor of both proposals. The
Board of Directors knows of no other matter to be brought before the meeting;
however, if other matters should come before the meeting it is intended that the
holders of the Proxies will vote thereon at their discretion.
The Company will pay the expense of soliciting Proxies. Solicitation will
be made by mail, but may in some cases also be made by telephone or personal
call by officers, directors or Company employees who will not be specially
compensated for such solicitation. This Proxy Statement and accompanying Proxy
were mailed on or about May 25, 1995, together with a copy of the Company's
Annual Report for the fiscal year ended February 28, 1995.
The total number of voting securities of the Company issued and outstanding
as of May 3, 1995 was 6,844,312 shares of Common Stock (excluding 1,098,381
shares held in the treasury) and 3,051,529 shares of Class B Common Stock. Only
stockholders of record as of the close of business on May 3, 1995, will be
entitled to vote at the Annual Meeting. Each share of Common Stock is entitled
to one vote on each matter presented to stockholders and each share of Class B
Common Stock is entitled to ten votes on each matter presented to stockholders.
The Common Stock and the Class B Common Stock will vote separately on the
proposal to amend the Company's Certificate of Incorporation to increase the
number of authorized shares of capital, but will vote together as a single class
on all other matters. The aggregate number of votes entitled to be cast by all
stockholders present in person or represented by Proxy at the Annual Meeting
will be counted for purposes of determining the presence of a quorum. If a
quorum is present at the meeting, the three persons receiving the most votes
will be elected as directors, irrespective of the number of shares voted. Shares
not voted, whether by abstention, broker non-vote, or otherwise, have no impact
on the election of directors. The affirmative vote of a majority of shares
present at the meeting in person or by proxy is necessary to ratify the
appointment of the Company's independent accountants. The affirmative vote of a
majority of shares outstanding of each of the Common Stock and Class B Common
Stock is required to approve the amendment to the Company's
5
Certificate of Incorporation, and therefore, abstentions and broker non-votes
are counted as negative votes.
A Proxy may be revoked at any time before it is voted by giving written
notice of revocation to the Secretary of the Company, by submission of a
subsequent Proxy or by attending and voting in person at the Annual Meeting.
PRINCIPAL SECURITY HOLDERS
COMMON STOCK. The following table sets forth the only persons known by the
Board of Directors to be the beneficial owners of more than 5% of the Company's
Common Stock as of the dates indicated based solely on filings made with the
Securities and Exchange Commission:
NAME AND ADDRESS OF COMMON SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED
------------------------------------ -----------------------------
NUMBER PERCENT OF CLASS
------ -----------------
Southeastern Asset Management, Inc.(1) 534,000 7.8
6075 Poplar Ave., Suite 900
Memphis, TN 38119
Shamrock Holdings of California, Inc.(2) 514,600 7.6
4444 Lakeside Drive
P.O. Box 7774
Burbank, CA 91510
- ------------
(1) Information indicated is based entirely on Amendment Number 1 to
Schedule 13D filed by Southeastern Asset Management, Inc. on or about February
13, 1995. Southeastern Asset Management, Inc. has shared voting and shared
dispositive power with respect to 200,000 shares, sole voting power with respect
to 310,000 shares, no voting power with respect to 24,000 shares and sole
dispositive power with respect to 334,000 shares.
(2) Information indicated is based entirely on Amendment Number 2 to
Schedule 13D filed by Shamrock Holdings of California, Inc. on December 15,
1994. Shamrock Holdings of California, Inc. has sole voting and dispositive
power with respect to 514,600 shares.
2
6
CLASS B COMMON STOCK. The following table sets forth the only persons
known by the Board of Directors to be the beneficial owners of more than 5% of
the Company's Class B Common Stock as of May 3, 1995:
CLASS B COMMON SHARES
BENEFICIALLY
OWNED AS OF MAY 3, 1995
-------------------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER PERCENT OF CLASS
- ----------------------------- --------- ----------------
Gidwitz Family Group* 3,017,567 98.9
325 N. Wells St.
Chicago, Illinois 60610
- ------------
* The Gidwitz Family Group consists of (i) Gerald S. Gidwitz, his children,
their spouses, his grandchildren and various trusts, partnerships and other
entities holding shares for the benefit of members of the Gerald S. Gidwitz
Family, and (ii) Joseph L. Gidwitz, his children, their spouses, his
grandchildren and various trusts, partnerships and other entities holding shares
for the benefit of members of the Joseph L. Gidwitz Family. The Gidwitz Family
Group has shared voting and shared dispositive power with respect to all
reported shares which are held of record as follows:
(a) 2,087,397 shares are owned of record by the Gidwitz Family
Partnership, an Illinois general partnership. Certain members of the
Gidwitz Family Group contributed these shares to the partnership in 1991 in
exchange for a pro rata interest in the partnership. Under the terms of the
partnership agreement, five partners are designated as managing partners,
and, by their majority vote, have the dispositive and voting rights to such
shares. Three of the managing partners, Gerald S. Gidwitz, Joseph L.
Gidwitz and Ronald J. Gidwitz, who own interests in the partnership of
5.8%, 5.6% and 15.1%, respectively, are directors of the Company.
(b) 569,909 shares are owned of record by HCI Partnership, an Illinois
general partnership. Certain members of the Gidwitz Family Group
contributed these shares to the partnership in 1988 and 1991 in exchange
for a pro rata interest in the partnership. Management of the partnership
is identical to that of the Gidwitz Family Partnership. Gerald S. Gidwitz,
Joseph L. Gidwitz and Ronald J. Gidwitz own interests in the partnership of
.04%, 12.4% and 12.2%, respectively.
(c) 181,133 shares are owned by various trusts for the benefit of the
children and grandchildren of Gerald S. Gidwitz and Joseph L. Gidwitz.
(d) 120,000 shares are owned of record and beneficially by Ronald J.
Gidwitz, which shares are set forth under SECURITY OWNERSHIP OF MANAGEMENT.
(e) 59,128 shares are owned by family members of Gerald S. Gidwitz and
Joseph L. Gidwitz.
The Gidwitz Family Group may cast 81% of the total votes represented by all
the outstanding Common Stock and Class B Common Stock as of May 3,
3
7
1995. The Gidwitz Family Group has advised the Company that they intend to
vote all of their shares for the named nominees and in favor of both proposals.
Members of the Gidwitz Family Group own 84,611 shares of Common Stock,
including those shares set forth under SECURITY OWNERSHIP OF MANAGEMENT.
Assuming that all Class B Common Stock owned by the Gidwitz Family Group was
converted to Common Stock and that no other Class B Common Stock was so
converted, the percentage ownership of Common Stock by the Gidwitz Family Group
would be 31.46%.
SECURITY OWNERSHIP OF MANAGEMENT
As set forth under PRINCIPAL SECURITY HOLDERS, as of May 3, 1995, the
Gidwitz Family Group, which includes partnerships of, and trusts for the benefit
of, Gerald S. Gidwitz, Joseph L. Gidwitz and members of their respective
families, including Ronald J. Gidwitz, owned an aggregate of 3,017,567 shares of
Class B Common Stock. The following table excludes the shares held by such
partnerships and trusts as well as shares allocated to each individual's account
pursuant to the Company's Employee Stock Ownership and Employee Stock Purchase
Plans, but otherwise shows the shares held beneficially at that date by each
director, by the named executive officers, and by all directors and executive
officers as a group.
SHARES OF
SHARES OF PERCENT CLASS B PERCENT
COMMON OF COMMON OF
NAME STOCK* CLASS(1) STOCK CLASS
- ---------------------------- --------- -------- --------- -------
Marshall L. Burman.......... 7,000(2) -- -- --
Frank W. Considine.......... 400(2) -- -- --
Charles G. Cooper........... 72,575(3) 1.06 -- --
Gerald S. Gidwitz........... -- -- --(4) --
Joseph L. Gidwitz........... --(6) -- --(4)(5) --
Ronald J. Gidwitz........... 25,551(7) -- 120,000(4) 3.93
Michael Goldman............. 82,962(8) 1.21 -- --
Abbie J. Smith.............. 500(9) -- -- --
Gilbert P. Smith............ 61,233(10) -- -- --
John C. Stetson............. 2,000(2) -- -- --
Eugene Zeffren.............. 43,252(11) -- -- --
All executive officers and
directors as a group (20
persons).................. 405,412(12) 5.92 120,000 3.93
- ------------
* The beneficial ownership (including percent of class) shown in the table
with respect to Common Stock does not reflect the shares of Common Stock that
could be acquired upon the conversion of shares of Class B Common Stock into
shares of Common Stock.
(1) The shares owned, in each case except as otherwise indicated,
constitute less than 1% of the outstanding shares of the Company's Common Stock.
4
8
(2) Excludes 16,000 shares currently acquirable or acquirable within 60
days of the date of this Proxy Statement pursuant to options granted under the
Company's Directors Stock Option Plan, as adjusted for a stock split in 1989.
(3) Excludes 20,888 shares acquirable by Mr. Cooper pursuant to currently
exercisable options granted under the Company's 1983 and 1992 Stock Option
Plans.
(4) Excludes shares attributable to ownership interest in the Gidwitz
Family Partnership and the HCI Partnership as set forth in PRINCIPAL SECURITY
HOLDERS.
(5) Excludes 37,732 shares held as trustee for the benefit of Mr. Gidwitz's
children and grandchildren.
(6) Excludes 34,211 shares held as trustee for the benefit of Mr. Gidwitz's
children and grandchildren.
(7) Excludes 43,110 shares acquirable by Mr. Gidwitz pursuant to currently
exercisable options granted under the Company's 1983 and 1992 Stock Option
Plans.
(8) Excludes 19,413 shares acquirable by Mr. Goldman pursuant to currently
exercisable options granted under the Company's 1983 and 1992 Stock Option Plans
and 30,000 shares of restricted Common Stock issued under the 1992 Stock Option
Plan which remain restricted in compliance with that plan.
(9) Excludes 8,000 shares currently acquirable or acquirable within 60 days
of the date of this Proxy Statement pursuant to options granted under the
Company's Directors Stock Option Plan.
(10) Excludes 17,830 shares acquirable by Mr. Smith pursuant to currently
exercisable options granted under the Company's 1983 and 1992 Stock Option Plans
and 12,000 shares of restricted Common Stock issued under the 1992 Stock Option
Plan which remain restricted in compliance with that plan.
(11) Excludes 13,083 shares acquirable by Mr. Zeffren pursuant to currently
exercisable options granted under the Company's 1983 and 1992 Stock Option Plans
and 6,000 shares of restricted Common Stock issued under the 1992 Stock Option
Plan which remain restricted in compliance with that plan.
(12) Excludes 651 and 3,022 shares credited to all members of the group
under the Company's Employee Stock Ownership and Employee Stock Purchase Plans,
respectively, 242,110 shares acquirable by members of the group pursuant to
currently exercisable options granted under the Company's 1983, 1991 and 1992
Stock Option Plans and 48,000 shares of restricted Common Stock issued under the
1992 Stock Option Plan which remain restricted in compliance with that plan.
5
9
NOMINEES FOR DIRECTORS
TERM EXPIRING IN 1998
Joseph L. Gidwitz, 90, is Vice Chairman of the Board of Directors of the
Company. He has been a director of the Company since 1946. He is also Vice
Chairman of the Board of Directors of Continental Materials Corporation.
Michael Goldman, 58, is Executive Vice President and Chief Operating
Officer of the Company. He has been employed by the Company for more than 30
years and a director of the Company since 1989.
Gilbert P. Smith, 58, is Executive Vice President of the Company and
President of the Company's North American business unit. He has been employed by
the Company for more than 15 years and a director of the Company since 1989.
CONTINUING DIRECTORS
TERM EXPIRING IN 1996
Charles G. Cooper, 67, is Senior Vice President of the Company, responsible
for business development. He previously served as Executive Vice President and
Chief Operating Officer of the Company. Mr. Cooper has been employed by the
Company for more than 40 years and a director of the Company since 1984. He is
also a director of Sportmart, Inc.
Gerald S. Gidwitz, 88, is Chairman of the Board of Directors of the
Company. He has been a director of the Company since 1928. He is the brother of
Joseph L. Gidwitz.
Abbie J. Smith, Ph.D., 42, is Professor of Accounting at the Graduate
School of Business of the University of Chicago, a position she has held since
1989. She was previously Associate Professor of Accounting at the University.
She has been a director of the Company since 1990.
John C. Stetson, 74, is President of J.C. Stetson, Inc., a private venture
capital firm. Mr. Stetson was Secretary of the Air Force from 1977 to 1979 and
prior to his government assignment, was President of AB Dick Company. He has
been a director of the Company since 1982. Mr. Stetson is also a director of
Laser Technology, Inc., NIBCO, Inc., Chicago Tube and Iron Company and
Madison-Kipp Corporation, and a director emeritus of Kemper Corporation and
Kemper National Insurance Co.
TERM EXPIRING IN 1997
Marshall L. Burman, 65, is counsel to the law firm of Wildman, Harrold,
Allen & Dixon, which provided legal services to the Company during the fiscal
year ended February 28, 1995. Until January 1, 1992, he was a senior partner in
the law firm of Arvey, Hodes, Costello & Burman. He has been a director of the
Company since 1980. Mr. Burman is also Chairman of the Board of Directors of The
Illinois State Board of Investments, a director of CFI Industries, Inc., and a
director of Safecard Services, Inc.
6
10
Frank W. Considine, 73, is Honorary Chairman of the Board of Directors and
Chairman of the Executive Committee of American National Can Company, a company
engaged in the manufacture and sale of packaging products, from which the
Company has purchased packaging materials in the ordinary course of business.
From 1983 to 1990, he was Chairman of the Board of Directors and from 1973 to
1988, he was President and Chief Executive Officer of American National Can
Company and was Vice Chairman of the Board of Directors of Triangle Industries,
Inc. from 1985 to 1988. He has been a director of the Company since 1988. He is
a director of Encyclopedia Brittanica, Inc., IMC Global, Inc., Pechiney
International, S.A., and Scotsman Industries, Inc.
Ronald J. Gidwitz, 50, is President and Chief Executive Officer of the
Company. He has been a director of the Company since 1974. Mr. Gidwitz is a
director of Continental Materials Corporation, a director of American National
Can Company and he is the Chairman of the Board of Trustees of the City Colleges
of Chicago. He is the son of Gerald S. Gidwitz.
THE BOARD OF DIRECTORS
The Board of Directors has audit, executive, and compensation and stock
option committees. The Board has no standing nominating committee, but acts as a
whole with respect to nominees for the Board of Directors.
The Audit Committee, consisting of Messrs. Burman and Stetson and Dr.
Smith, met four times during the fiscal year ended February 28, 1995. The
function of the Audit Committee is to review and make recommendations regarding:
engagement of an independent public accounting firm; the scope of the
independent accountants' audit procedures; the adequacy and implementation of
internal audit controls; regulatory compliance procedures; and such other
matters relating to the Company's financial affairs and accounts as the Audit
Committee deems desirable.
The Executive Committee, consisting of Messrs. Gerald S. Gidwitz, Joseph L.
Gidwitz and Ronald J. Gidwitz, met three times during the fiscal year ended
February 28, 1995. The Executive Committee, during the interval between meetings
of the Board of Directors, may exercise all of the authority of the Board in the
management of the Company, except as otherwise provided in the Company's By-Laws
or by applicable law. It is also responsible for administering the Directors
Stock Option Plan.
The Compensation and Stock Option Committee, consisting of Messrs. Burman,
Considine and Stetson, is responsible for determining salary and other
compensation of the principal officers of the Company and for administering
certain of the Company's incentive plans including the Company's executive
management incentive, stock option and stock appreciation right plans. The
Committee met four times during the fiscal year ended February 28, 1995.
7
11
During the fiscal year ended February 28, 1995, the Board of Directors of
the Company met seven times. Each director, except for John C. Stetson, was
present at more than seventy-five percent of the aggregate number of Board
meetings and the total number of meetings held by committees of the Board on
which such director served.
Directors who are not Company employees receive an annual fee of $14,000
and a fee of $2,000 for each Board meeting attended and $1,000 for each
committee meeting attended, plus travel expenses. In addition, each non-employee
director is a participant in the Company's Directors Stock Option Plan, which
was approved by the stockholders at the 1988 Annual Meeting. Under this Plan
each such director at the time of the Plan's adoption or who was subsequently
elected to the Board of Directors was granted an option to purchase 8,000 shares
of Common Stock, exercisable in five equal annual installments commencing one
year after the date of grant. The exercise price for such options is the fair
market value of the Company's stock on the date of grant. All options expire ten
years from the date of grant or earlier in the event a director ceases to serve
in that capacity or becomes an employee of the Company.
8
12
EXECUTIVE OFFICER COMPENSATION
The following tables and notes present the compensation provided by the
Company during fiscal 1995 to its Chief Executive Officer and the Company's four
next most highly compensated executive officers who served as executive officers
at the end of fiscal 1995.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS
---------------------------- ----------------------- PAYOUTS
OTHER SECURITIES ----------
ANNUAL RESTRICTED UNDERLYING LONG-TERM ALL OTHER
COMPEN- STOCK OPTIONS/ INCENTIVE COMPEN-
NAME/PRINCIPAL SALARY BONUS SATION(2) AWARDS SARS PAYOUTS SATION(4)
POSITION/YEAR (1) $ $ $ $ # $ $
- ----------------------- -------- -------- -------- ----------- ---------- ---------- ---------
Ronald J. Gidwitz
President and Chief
Executive Officer
1995................... $750,750 $320,750 -- $ 0 126,906(3) $ 0 $67,965
1994................... 715,000 0 -- 0 0 0 123,268
1993................... 575,000 366,300 -- 0 21,100(3) 526,500(5) 97,564
Charles G. Cooper
Senior Vice President
1995................... $357,000 $ 0(6) -- $ 0 38,993 $ 0 $41,856
1994................... 347,000 0 -- 0 0 0 86,789
1993................... 415,000 257,000 -- 0 15,300 415,350(5) 81,925
Michael Goldman
Executive Vice
President and Chief
Operating Officer
1995................... $412,500 $227,700 -- $ 0 63,643 $ 0 $41,506
1994................... 371,000 0 -- 0 0 0 69,557
1993................... 310,000 178,400 -- 0 8,900 310,050(5) 58,075
Gilbert P. Smith
Executive Vice
President
1995................... $378,000 $209,600 -- $ 0 41,287 $ 0 $39,601
1994................... 357,000 0 -- 832,500(7) 0 0 69,723
1993................... 310,000 180,900 -- 0 8,900 310,050(5) 59,318
Eugene Zeffren
Senior Vice President
1995................... $258,300 $138,100 -- $ 0 23,292 $ 0 $26,599
1994................... 246,000 0 -- 416,250(8) 0 0 48,856
1993................... 230,000 123,100 -- 0 6,600 238,095(5) 38,807
- ------------
(1) All information is provided for each of the last three fiscal years
ending on the last day of February for the year indicated.
(2) The only type of Other Annual Compensation for each of the named
officers was in the form of perquisites, and was less than the level required
for reporting.
(3) Includes stock appreciation rights issued in tandem with grant of stock
options, as well as grants of free-standing stock appreciation rights.
(4) Consists of the following: (a) contributions by the Company to the
executives' accounts under the Company's Profit Sharing Retirement Savings and
Supplemental Profit Sharing and Retirement Savings Plans and (b) premiums paid
pursuant to the Company's Executive Death Benefit Agreement. The values for each
of the two component amounts for fiscal 1995 for each executive officer are as
follows: Mr. Gidwitz, (a) $65,080 and (b) $2,885; Mr. Cooper, (a) $31,642 and
(b) $10,214; Mr. Goldman,
9
13
(a) $36,326 and (b) $5,180; Mr. Smith, (a) $33,425 and (b) $6,176; and Mr.
Zeffren, (a) $23,260 and (b) $3,339.
(5) Stockholder Value Creation Plan award granted in 1991 and earned over
the three-year performance period from fiscal 1991 through fiscal 1993. Awards
under the Stockholder Value Creation Plan were discontinued in 1994.
(6) Mr. Cooper's bonus is contingent on his achievement of certain long-
term objectives related to business development, rather than on the Company's
annual pre-tax earnings performance.
(7) Net value of 20,000 shares of restricted stock based on the market
price of the Common Stock on the date granted. As of February 28, 1995, Mr.
Smith held 16,000 restricted shares with a value of $464,000 based on the market
price on that date. Mr. Smith has the right to receive dividends on the
restricted shares.
(8) Net value of 10,000 shares of restricted stock based on the market
price of the Common Stock on the date granted. As of February 28, 1995, Mr.
Zeffren held 8,000 shares of restricted stock with a value of $232,000 based on
the market price on that date. Mr. Zeffren has the right to receive dividends on
the restricted shares.
The following table sets forth certain information with respect to stock
options and stock appreciation rights granted during the last fiscal year to the
executive officers named in the Summary Compensation Table. Using a range of 0%
to 10% in assumed rates of stock price appreciation (compounded annually) for
the option or SAR term indicated, the table also shows the potential realizable
value of the stock options and stock appreciation rights.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION/SAR TERM(2)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 0% 5% 10%
- ------------------------------ ------------ ----------- ---------- --- -------- ----------
Ronald J. Gidwitz 39,039 7.3 $27.375 3/14/04 $0 $672,095 $1,703,221
30,381 5.7 30.625 2/13/05 0 585,135 1,482,847
57,486 35.9 25.25 2/28/99 0 401,028 886,168
Charles G. Cooper 14,280 2.7 $27.375 3/14/04 0 $245,844 $ 623,018
11,113 2.1 30.625 2/13/05 0 214,035 542,407
13,600 8.5 25.25 2/28/99 0 94,875 209,649
Michael Goldman 21,450 4.0 $27.375 3/14/04 0 $369,283 $ 935,836
16,693 3.1 30.625 2/13/05 0 321,505 814,758
25,500 15.9 25.25 2/28/99 0 177,891 393,092
Gilbert P. Smith 15,120 2.8 $27.375 3/14/04 0 $260,306 $ 659,666
11,767 2.2 30.625 2/13/05 0 226,631 574,328
14,400 9.0 25.25 2/28/99 0 100,456 221,981
Eugene Zeffren 10,332 1.9 $27.375 3/14/04 0 $177,875 $ 450,772
8,040 1.5 30.625 2/13/05 0 154,849 392,419
4,920 3.1 25.25 2/28/99 0 34,322 75,844
- ------------
(1) In fiscal 1995, the Company made two grants of stock options under the
1992 Stock Option Plan (with exercise prices of $27.375 and $30.625) and
10
14
one stock appreciation rights grant under the 1994 Stock Appreciation Right
Plan (with an exercise price of $25.25) to the named executives. The stock
options expire ten years from the date of grant, vest in four annual
installments beginning one year after the date of grant and have an exercise
price equal to the fair market value of the Common Stock on the date of grant.
Options granted to Mr. Gidwitz were granted in tandem with stock appreciation
rights. The free-standing stock appreciation rights granted to each of the named
executives are exercisable for cash only, expire five years from the date of
grant, vest in four annual installments beginning one year after the date of
grant and have an exercise price equal to the fair market value of the Common
Stock on the date of grant.
(2) The values in these columns are the result of calculations required by
the Securities and Exchange Commission rules, and, therefore, are not intended
to forecast possible future appreciation of the stock price.
The following table sets forth the number of shares for which stock options
were exercised during the last fiscal year, the value realized, the number of
shares for which options were outstanding and the value of those options as of
the fiscal year-end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
-------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED $ UNEXERCISABLE UNEXERCISABLE(*)
- --------------------- --------------- ----------- -------------- ----------------
Ronald J. Gidwitz.... 15,600 $19,500 27,650/143,156 $0/279,011
Charles G. Cooper.... 853 1,066 20,100/ 50,793 0/ 74,205
Michael Goldman...... 7,200 9,000 11,650/ 70,493 0/130,481
Gilbert P. Smith..... 0 0 11,650/ 48,137 0/ 78,570
Eugene Zeffren....... 0 0 8,700/ 28,392 0/ 35,240
- ------------
(*) These columns represent the difference between the market price of the
Common Stock on February 28, 1995 and the exercise prices of the individual
stock options and appreciation rights. The exercise price of all exercisable
options exceeded the market price of the Common Stock on February 28, 1995, and
therefore the options had no value.
11
15
EXECUTIVE PENSION BENEFITS
The table shown below identifies estimated benefits which would be payable
annually at age 65 under a straight life annuity option:
PENSION PLAN TABLE
YEARS OF SERVICE
------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
$200,000 $ 40,020 $ 53,360 $ 66,700 $ 80,040 $ 93,380
250,000 50,025 66,700 83,375 100,050 116,725
300,000 60,030 80,040 100,050 120,060 140,070
350,000 70,035 93,380 116,725 140,070 163,415
400,000 80,040 106,720 133,400 160,080 186,760
450,000 90,045 120,060 150,075 180,090 210,105
500,000 100,050 133,400 166,750 200,100 233,450
550,000 110,055 146,740 183,425 220,110 256,795
Benefits are payable under the Executive Pension Plan to executive officers
who are employed by the Company or its subsidiaries for 10 or more years who
retire at age 65 or over, with partial benefits available upon early retirement
for service of between 15 and 35 years. Pension benefits are determined by the
average of each executive officer's highest consecutive five years' salaries
over the last ten years, excluding bonuses, insurance premiums which constitute
taxable income for federal income tax purposes and deferred compensation. The
executive officers named in the Summary Compensation Table have the following
years of credited service for pension plan purposes: Charles G. Cooper, 42
years; Ronald J. Gidwitz, 27 years; Michael Goldman, 33 years; Gilbert P. Smith,
18 years; and Eugene Zeffren, 15 years. Benefits under the plan are not subject
to deduction for Social Security, but are offset for certain amounts payable
under the Company's Profit Sharing and Retirement Savings Plan and a former plan
which was terminated as to future contributions.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO OUR STOCKHOLDERS:
The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors, is composed of three directors of the Company who are not current
or former employees or officers of the Company and are "disinterested persons"
within the meaning of the Securities and Exchange Commission rules. The
Committee is generally responsible for administering the Company's executive
compensation programs. In particular, the Committee reviews and approves the
compensation of the Company's most highly compensated executives, including the
named executive officers whose compensation is detailed in this Proxy Statement.
12
16
COMPENSATION PHILOSOPHY
The Company's executive compensation program is intended to attract,
develop, reward and retain the highest quality management talent. It is the
philosophy of the Company that executive compensation should recognize an
individual's contribution to the Company and be competitive with compensation
offered by other major consumer packaged goods companies. At the same time, the
Company believes that executive compensation should also be closely linked to
the Company's financial performance. Accordingly, a significant portion of each
executive's total compensation is dependent upon achieving objective,
pre-determined financial goals. Therefore, in years in which these performance
goals are achieved or exceeded, executive compensation will be higher than in
years in which the performance is below expectations. In fiscal 1995, almost 30%
of total cash compensation (consisting of salary and bonus) of the named
executive officers was contingent on achieving corporate performance goals. In
addition, to further align executive officers' interests with those of the
stockholders, the Company's executive compensation program utilizes awards of
stock options and stock appreciation rights tied to increases in stockholder
value.
COMPENSATION COMPONENTS
Working with outside consultants on a biennial basis and with the Company's
Human Resources Department, the Committee conducts comprehensive annual
evaluations of the Company's executive compensation program. The components of
the Company's executive compensation program are as follows: base salary, annual
incentive cash bonuses and awards of stock options, stock appreciation rights
and restricted stock.
BASE SALARY. The Committee establishes annually the base salaries to be
paid to the Company's executive officers for the coming fiscal year. In setting
each salary, the Committee takes into account several factors, including
competitive compensation data and qualitative factors such as an individual's
experience, responsibilities, management and leadership abilities and job
performance in the prior year. In evaluating competitive data, the Committee
generally strives to set salaries competitive with other consumer packaged goods
companies, including many of the companies contained in the peer group used for
the performance graph in this Proxy Statement.
ANNUAL INCENTIVE PROGRAM. Each year, the Committee establishes minimum
performance thresholds under the Executive Incentive Plan for key executives,
including most of the named executive officers, for any bonuses to be paid.
Based on the participant's salary range, this program provides for target
bonuses for executive officers, excluding the Chief Executive Officer, of
approximately 45% to 63% of base salary based on the attainment of annual
corporate performance goals (55% to 82% of bonus) and individual goals and
objectives (18% to 45% of bonus). The individual's personal contribution to the
achievement of corporate financial goals is assessed in determining the
individual's bonus range. The Company achieved its internal pre-tax earnings
target for the fiscal year ending February 28, 1995. At last year's Annual
Meeting, the stockholders approved the Executive Management Incentive Plan. The
Executive
13
17
Management Incentive Plan is substantially similar to the Executive Incentive
Plan except that it complies with Section 162(m) of the Internal Revenue Code of
1986, as amended, and the proposed regulations thereunder. The Executive
Management Incentive Plan was adopted to preserve the Company's tax deduction
for annual bonus compensation paid to an individual in excess of $1 million. The
maximum bonus payable under the Executive Management Incentive Plan in any
fiscal year is $1.3 million. Currently, the only participant under the Executive
Management Incentive Plan is Mr. Gidwitz, whose compensation is discussed later
in this report.
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK. Stock
options, stock appreciation rights and restricted stock awards are focused to
encourage outstanding future performance over a longer term than the annual
incentive program. Therefore, stock options, appreciation rights and restricted
stock awards become exercisable or vest based on continued employment with the
Company and, in the case of stock options and appreciation rights, generally
remain exercisable for a period of ten years and five years, respectively. The
Committee believes such awards are a key long-term incentive vehicle because
they provide executives with the opportunity to share in the appreciation of the
value of its Common Stock, and in the case of stock options and restricted
stock, to acquire an equity interest in the Company. These awards, therefore,
directly align the executive's interest with those of the stockholders.
In making stock option and appreciation right grants, the Committee reviews
alternative exercise pricing formulas and other methods for correlating the
exercise price of options and appreciation rights to Company performance.
Generally, stock options and appreciation rights are not fully exercisable until
four years following the date of grant to reinforce a long-term perspective and
to help retain valued executives. Further, stock options and appreciation rights
are granted at the fair market value of the Company's Common Stock on the date
of grant. Therefore, the Company's Common Stock must increase in value in order
for the executive to realize any benefit from the option or appreciation right.
In determining the number of stock options or appreciation rights to be awarded
to each individual, the Committee has utilized a formula based on a percentage
of the executive's base salary, taking into account the executive's level of
management responsibility and potential impact on the Company's profitability
and growth. Restricted stock awards are made in special limited circumstances,
primarily as a retention and performance incentive or as a recognition of
substantially increased executive responsibilities.
Stock options and appreciation rights are granted to executive officers
(including the named executive officers) by the Committee generally every 12
months and to other key managers every 18 months. During the fiscal year ended
February 28, 1995, stock options and appreciation rights were granted to the
named executive officers and other key management employees at an exercise price
equal to the fair market value of the Company's stock on the date of grant. No
restricted stock awards were made during the 1995 fiscal year.
14
18
TAX DEDUCTION OF EXECUTIVE COMPENSATION
As part of the Omnibus Budget Reconciliation Act passed by Congress in
1993, Section 162 (m) of the Internal Revenue Code of 1986, as amended, was
implemented to limit deductibility of compensation to the chief executive
officer and the next four most highly compensated executive officers. The limit
generally disallows a deduction to the Company for any compensation to these
officers in excess of $1,000,000 per year. The $1,000,000 limit on deductible
compensation does not, however, apply to certain performance-based pay that
meets the requirements of Section 162 (m) and the proposed regulations
thereunder. The Company has taken the necessary actions to preserve the
deductibility of payments made under performance-based plans based on the
proposed regulations issued by the Internal Revenue Service. When final
regulations are issued, further changes may be made to the executive
compensation program to the extent necessary and feasible in order to maintain
the deductibility of payments under performance-based plans.
CHIEF EXECUTIVE OFFICER COMPENSATION
In determining the base salary for Ronald J. Gidwitz for the prior fiscal
year commencing March 1, 1994, the Committee considered the base salaries of
chief executive officers of peer group companies within the consumer packaged
goods industry and Mr. Gidwitz's leadership and job performance. In evaluating
the Company's performance, the Committee considered numerous financial criteria
and ratios without assigning any precise weight to any of these factors. The
Committee also took into consideration the fact that the Company did not achieve
its targeted pre-tax earnings objective for the fiscal year ending February 28,
1994. Based on this review, Mr. Gidwitz's base salary was set at an annual rate
of $750,750 commencing on March 1, 1994, representing a 5% increase over his
salary for fiscal 1993.
After review of the Company's fiscal 1995 performance and the individual
objectives established under the Executive Management Incentive Plan for Mr.
Gidwitz at the beginning of the fiscal year, the Committee certified that the
Company met its internal financial objectives for fiscal 1995 (55.5% of his
bonus) and that Mr. Gidwitz accomplished 40% of his personal objectives (44.5%
of his bonus). As a result, Mr. Gidwitz earned a bonus of $320,750 in accordance
with the formula set forth in the Executive Management Incentive Plan, in
contrast to fiscal 1994 in which Mr. Gidwitz earned no bonus award due to the
Company's failure to achieve its threshold internal financial goals.
Accordingly, nearly 30% of Mr. Gidwitz's total cash compensation of $1,071,500
(consisting of salary and bonus) for fiscal 1995 was related to the Company's
fiscal 1995 performance. As of May 3, 1995, Mr. Gidwitz held options to purchase
a total of 113,320 shares of Common Stock and 89,271 free-standing stock
appreciation rights and owned beneficially 25,551 shares of Common Stock and
120,000 shares of Class B Common Stock.
15
19
CONCLUSION
The Committee believes that the Company's policies and programs will be
effective over a period of years in achieving its goals of competitive executive
compensation and maximizing the return to shareholders.
Marshall L. Burman
Frank W. Considine
John C. Stetson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Burman is of counsel to Wildman, Harrold, Allen & Dixon. During the
last fiscal year the firm rendered legal services to the Company.
16
20
COMMON STOCK PERFORMANCE
The following graphs compare over the five-year period ending February 28,
1995, the annual percentage change in the cumulative total returns on the
Company's Common Stock, the S&P 500 Index, and a peer group of 10 major U.S.
consumer packaged goods companies selected by the Company. The peer group
consists of Alberto-Culver Company, Avon Products, Inc., Bristol-Myers Squibb
Company, Carter-Wallace, Inc., Colgate-Palmolive Company, The Dial Corp., The
Dow Chemical Company, The Gillette Company, Johnson & Johnson and The Procter &
Gamble Company. For the purpose of calculating the peer group average, the
returns of each company have been weighted according to its stock market
capitalization as of the beginning of each fiscal year.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG HELENE CURTIS INDUSTRIES, INC.,
S&P 500 INDEX AND PEER GROUP INDEX
MEASUREMENT PERIOD HELENE
(FISCAL YEAR COVERED) CURTIS IND. PEER GROUP BROAD MARKET
1990 100 100 100
1991 127.38 133.39 114.65
1992 185.10 161.90 133.00
1993 207.76 151.41 147.19
1994 124.00 161.36 159.47
1995 140.79 195.37 171.21
17
21
TRANSACTIONS WITH AFFILIATED PERSONS
During the last fiscal year, the Company leased office space in its
headquarters building at 325 N. Wells St., Chicago, Illinois, and provided
miscellaneous office supplies to Burnham Realty Company, Continental Materials
Corporation and other entities in which Gerald S. Gidwitz, Joseph L. Gidwitz
and/or members of their families have an interest. The rental amount and other
terms and conditions of the leases were established as fair rental value by an
independent appraiser and were approved by the Company's outside directors.
Amounts received by the Company pursuant to such leases and for miscellaneous
supplies during the last fiscal year were as follows: Burnham Realty Company
$16,802; Continental Materials Corporation $81,189; and all others $7,389.
During the last fiscal year, McCord Group, Inc. provided certain travel
agency services to the Company. In the opinion of management, these services
were provided at rates equal to or less than those of competitive services.
Members of the families of Gerald S. Gidwitz and Joseph L. Gidwitz own
substantially all the capital stock of McCord Group, Inc. During the fiscal year
the Company also purchased office furniture from Continental Materials
Corporation at fair market value upon termination of its lease for $65,000.
18
22
PROPOSALS
1. PROPOSAL TO ELECT DIRECTORS.
The Board of Directors is currently composed of ten members. The
Certificate of Incorporation of the Company divides the Board of Directors into
three classes, as nearly equal in size as possible, with one class of directors
elected each year for a three-year term.
The Board of Directors has nominated three persons for election at the
Annual Meeting to serve for a three-year term expiring at the Annual Meeting of
stockholders to be held in 1998 and until their successors are elected and have
qualified. All three nominees, Joseph L. Gidwitz, Michael Goldman and Gilbert P.
Smith, are currently serving as directors.
It is the intention of those persons named in this Proxy to vote in favor
of all three nominees, all of whom have agreed to serve. If any nominee should,
before the meeting, become unavailable for election, the holders of the Proxy
may exercise their discretion to vote for the election of any substitutes as the
Board of Directors may recommend.
2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES.
The Company is seeking approval to amend the Company's Certificate of
Incorporation to increase the total number of authorized shares of capital stock
from 35,000,000 shares to 50,000,000 shares in the form indicated in Exhibit A.
The authorized capital stock of the Company was last increased in 1986, when the
stockholders approved an amendment of the Certificate of Incorporation to
increase the total authorized number of shares of capital outstanding from
20,000,000 shares to the present 35,000,000 shares. The purpose of the amendment
is to provide a sufficient number of authorized shares to permit the Board of
Directors to declare stock splits or stock dividends, if and when the Board
deems such a split or dividend to be appropriate and for other appropriate
corporate purposes. Under the Company's Certificate of Incorporation, the Board
of Directors may not declare a stock split or stock dividend on the Common Stock
without declaring a similar stock split or stock dividend on the Class B Common
Stock. No specific transaction other than a stock split or stock dividend is now
contemplated which would result in the issuance of additional shares.
Accordingly, it is proposed to amend the first paragraph of Article Fourth
to read as indicated in Exhibit A to this Proxy Statement. The Board of
Directors would have sole discretion to issue the additional shares of Common
Stock from time to time for any corporate purpose without further action by the
stockholders. Holders of Common Stock of the Company are not now and will not be
entitled to preemptive rights.
19
23
An affirmative vote of a majority of the issued and outstanding shares of
the Common Stock and the Class B Common Stock voting as separate classes is
required for approval of the amendment to the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
3. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS.
The Board of Directors and the Audit Committee recommend the ratification
of the appointment of Coopers & Lybrand, Certified Public Accountants, to audit
the Company's financial statements for the fiscal year ending February 29, 1996.
An appropriate resolution ratifying such appointment will be submitted to the
stockholders at the Annual Meeting. If such resolution is not adopted,
management will reconsider such appointment.
A representative of Coopers & Lybrand will be present at the Annual
Meeting, will have the opportunity to make a statement if he or she wishes and
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS
The Board of Directors knows of no other matters which may be brought
before the meeting. In the event that other matters are properly presented for
action, it is the intention of the named Proxies to vote on them at their
discretion.
STOCKHOLDER PROPOSALS FOR 1996
In order to be considered for inclusion in the Proxy Statement for the
Annual Meeting of Stockholders of the Company to be held in 1996, stockholder
proposals must be received not later than January 28, 1996. Such proposals
should be sent to: Secretary, Helene Curtis Industries, Inc., 325 N. Wells
Street, Chicago, Illinois 60610.
According to the By-Laws of the Company, any other proposal or action to be
presented by any stockholder at the 1996 Annual Meeting tentatively scheduled to
be held on June 25, 1996, shall be out-of-order unless specifically described in
the Company's notice to all stockholders of the meeting or provided such
proposal shall have been submitted in writing to the Secretary of the Company
not less than 60 days nor more than 90 days prior to the date of the aforesaid
1996 Annual Meeting.
In addition, the By-Laws of the Company require that stockholders intending
to nominate directors for election at the 1996 Annual Meeting must similarly
deliver written notice thereof to the Secretary of the Company in the same time
period as provided for other stockholder proposals above.
20
24
The Secretary of the Company shall furnish to any stockholder so
requesting, a copy of the By-Laws of the Company specifying the items that are
required to be included in any written stockholder proposal or stockholder
nomination of a director.
COMPLIANCE WITH SECTION 16(A)
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 of such securities with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely upon a review of the
forms furnished to the Company or written representations that no Forms 5 were
required, the Company believes that its officers, directors and greater than 10%
stockholders complied with all applicable filing requirements.
AVAILABILITY OF FORM 10-K
Upon receipt of the written request of any stockholder, the Company will
supply to such stockholder, without charge, a copy of the Company's most recent
Annual Report on Form 10-K. The request should be addressed to: Secretary,
Helene Curtis Industries, Inc., 325 N. Wells Street, Chicago, Illinois 60610.
By Order of the Board of Directors
HELENE CURTIS INDUSTRIES, INC.
[SIG]
Roy A. Wentz, Secretary
21
25
EXHIBIT A
PROPOSED AMENDMENT TO
ARTICLE FOURTH
OF
CERTIFICATE OF INCORPORATION
OF
HELENE CURTIS INDUSTRIES, INC.
FOURTH: The aggregate number of shares of all classes of capital stock
which the corporation shall have authority to issue is [thirty-five million
(35,000,000)] fifty million (50,000,000) shares, of which five million
(5,000,000) shares shall be Preferred Stock, par value $.50 per share, issuable
in one or more series, [fifteen million (15,000,000)] thirty million
(30,000,000) shares shall be Common Stock, par value $.50 per share, and
fifteen million (15,000,000) shares shall be Class B Common Stock, par value
$.50 per share.
A-1
26
PROXY PROXY
HELENE CURTIS INDUSTRIES, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 27, 1995
The stockholder(s) identified on the reverse side hereby appoint(s) Charles G.
Cooper, Gerald S. Gidwitz, Abbie J. Smith and John C. Stetson as proxies, with
full power of substitution, and hereby authorizes them or any of them by
signing on the reverse side to vote the stock of the stockholder(s) identified
on the reverse side at the Annual Meeting of Stockholders of Helene Curtis
Industries, Inc. (the "Company") to be held at the First Chicago Center, First
National Bank Building, Plaza Level S.E. (corner of Dearborn Street and Madison
Street), Chicago, Illinois on June 27, 1995 at 10:00 a.m., and at any
adjournments thereof, as indicated on the other side of this card on the
proposals described in the Notice and Proxy Statement for such meeting and in
their discretion on other matters which may properly come before the meeting.
PLEASE COMPLETE THE OTHER SIDE, DATE, SIGN AND RETURN PROMPTLY.
27
HELENE CURTIS INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
WITHHOLD FOR all
FOR all for all nominees
nominees nominees listed except
listed listed the following:______________________________
1. ELECTION OF DIRECTORS: / / / / / /
The nominees for director
are: Joseph L. Gidwitz,
Michael Goldman and
Gilbert P. Smith.
For Against Abstain For Against Abstain
2. Proposal to amend the / / / / / / 3. Ratification of the / / / / / /
Fourth Article of the selection of Coopers
Company's Certificate & Lybrand as Independent
of Incorporation. Accountants.
UNLESS OTHERWISE INSTRUCTED, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS
2 AND 3.
Dated:___________________________ , 1995
________________________________________
________________________________________
Signature of Stockholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS.
IF ACTING AS ATTORNEY, EXECUTOR, TRUSTEE,
OR IN REPRESENTATIVE CAPACITY, SIGN YOUR
NAME AND TITLE.
PLEASE INDICATE ANY CHANGES IN YOUR ADDRESS ABOVE.