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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:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
IMMULOGIC PHARMACEUTICAL CORPORATION
(Name of Registrant as Specified In Its Charter)
IMMULOGIC PHARMACEUTICAL CORPORATION
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / 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:
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IMMULOGIC PHARMACEUTICAL CORPORATION
610 LINCOLN STREET
WALTHAM, MASSACHUSETTS 02154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON TUESDAY, MAY 13, 1997
The Annual Meeting of Stockholders of ImmuLogic Pharmaceutical Corporation
(the "Company") will be held at the offices of the Company, 610 Lincoln Street,
Waltham, Massachusetts on Tuesday, May 13, 1997 at 9:00 a.m., local time, to
consider and act upon the following matters:
1. To elect seven directors to serve until the 1998 Annual Meeting of
Stockholders.
2. To ratify the selection of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 31, 1997 will be
entitled to notice of and to vote at the meeting or any adjournment or
adjournments thereof.
By Order of the Board of Directors,
STEVEN D. SINGER,
Secretary
Waltham, Massachusetts
April 17, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY
IS MAILED IN THE UNITED STATES.
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IMMULOGIC PHARMACEUTICAL CORPORATION
610 LINCOLN STREET
WALTHAM, MASSACHUSETTS 02154
PROXY STATEMENT FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ImmuLogic Pharmaceutical Corporation (the
"Company" or "ImmuLogic") for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the offices of the Company, 610 Lincoln Street,
Waltham, Massachusetts on Tuesday, May 13, 1997 at 9:00 a.m., local time, and at
any adjournment or adjournments of that meeting. Any proxy may be revoked by a
stockholder at any time before it is exercised by delivery of written revocation
to the Secretary of the Company or by signing another proxy of a later date or
by personally voting at the Annual Meeting, or any adjournment thereof. All
proxies will be voted in accordance with the instructions contained therein. If
no choice is specified, the proxies will be voted in favor of the matters set
forth in the accompanying Notice of Meeting.
The Company's Annual Report for the year ended December 31, 1996 is being
mailed to stockholders with the mailing of this Notice and Proxy Statement on or
about April 17, 1997.
The cost of soliciting proxies will be borne by the Company. In addition to
this solicitation, the officers, directors and regular employees of the Company,
without any additional compensation, may solicit proxies by mail, telephone or
personal contact. The Company will also request stockbrokers, banks and other
fiduciaries to forward proxy materials to their principals or customers who are
the beneficial owners of shares, and will reimburse them for their expenses.
VOTING SECURITIES AND VOTES REQUIRED
On March 31, 1997, the record date for the determination of stockholders
entitled to vote at the meeting, there were issued, outstanding and entitled to
vote an aggregate of 20,241,640 shares of Common Stock of the Company, $.01 par
value per share (the "Common Stock"). Each share is entitled to one vote.
Under the Company's Amended and Restated By-laws, holders of a majority of
the shares of Common Stock issued and outstanding and entitled to vote at the
Annual Meeting shall constitute a quorum at the Annual Meeting. Shares of Common
Stock represented in person or by proxy at the Annual Meeting (including shares
which abstain or do not vote with respect to one or more of the matters
presented at the Annual Meeting) will be tabulated by the inspectors of election
appointed for the meeting and will determine whether or not a quorum is present.
The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented and voting on the matter is required for the
ratification of independent accountants.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be voted in favor of such matter, and will also not be counted
as votes cast or shares voting on such matter. Accordingly, abstentions and
"broker non-votes" will have no effect on the votes for directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of February 28, 1997
(except as otherwise noted), with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
executive officer of the Company named in the Summary Compensation Table set
forth in this Proxy Statement, and (iii) all directors and executive officers of
the Company as a group.
PERCENTAGE OF
NAME AND ADDRESS OF SHARES OF COMMON STOCK OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK(2)
------------------- ---------------------- --------------
Amerindo Investment Advisors, Inc.(3).......... 3,507,500 17.3%
388 Market Street
San Francisco, CA 94111
State of Wisconsin Investment Board(4)......... 1,965,000 9.7%
Lake Terrace
121 East Wilson Street
Madison, WI 53703
T. Rowe Price Associates, Inc.(5).............. 1,355,268 6.7%
100 East Pratt Street
Baltimore, MD 21202
J. Joseph Marr, M.D.(6)........................ 25,000 *
Chief Operating Officer, Executive Vice
President of Research and Development,
Chief Scientific Officer and Acting
President
Kevin P. Lawler(6)............................. 44,722 *
Vice President, Human Resources
David A. Tolley(6)............................. 31,472 *
Vice President, Process Development
and Manufacturing
Christopher F. Nicodemus, M.D.(6).............. 59,721 *
Vice President,
Medical Affairs
Malcolm L. Gefter, Ph.D.(6).................... 680,722 3.4%
Former Chairman of the Board of
Directors and Chief Scientist
Robert J. Gerety, M.D., Ph.D.(6)............... 217,815 1.1%
Former President, Chief Executive
Officer and Director
Richard N. Small(6)............................ 100,472 *
Former Vice President, Chief
Financial Officer
All directors and executive officers as........ 1,308,377 6.5%
a group (16 persons)(6)(7)
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* Less than 1% of the total number of outstanding shares of Common Stock.
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(1) The inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated, each stockholder referred to above has sole
voting and investment power with respect to the shares listed.
(2) The number of shares of Common Stock beneficially owned by each executive
officer is determined under the rules of the Securities and Exchange
Commission and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership
includes any shares as to which each executive officer has sole or shared
voting power or investment power and also any shares of Common Stock into
which any options held by such executive officer are exercisable within 60
days after February 28, 1997.
(3) Amerindo Investment Advisors, Inc., together with certain affiliates
("Amerindo"), has filed a Schedule 13D/A with the Securities and Exchange
Commission dated December 6, 1996, indicating shared voting power with
respect to an aggregate of 3,507,500 shares of Common Stock, which shares
were purchased for certain advisory clients of Amerindo and as to which
Amerindo disclaims beneficial ownership.
(4) State of Wisconsin Investment Board has filed a Schedule 13G/A with the
Securities and Exchange Commission dated January 27, 1997, indicating sole
voting and dispositive power with respect to 1,965,000 shares of Common
Stock.
(5) T. Rowe Price Associates, Inc., together with certain affiliates ("T. Rowe
Price") has filed a Schedule 13G with the Securities and Exchange Commission
dated February 14, 1997, indicating sole voting power with respect to 568
shares of Common Stock and shared dispositive power with respect to an
aggregate of 1,355,268 shares of Common Stock, which shares were purchased
for certain advisory clients of T. Rowe Price and as to which T. Rowe Price
disclaims beneficial ownership.
(6) Includes the following shares of Common Stock issuable pursuant to stock
options which may be exercised within 60 days after February 28, 1997: Dr.
Marr, 25,000 shares; Mr. Lawler, 44,150 shares; Mr. Tolley, 30,000 shares;
Dr. Gefter, 393,750 shares; Dr. Gerety, 207,500 shares; Dr. Nicodemus,
59,249 shares; and Mr. Small, 100,000 shares.
(7) Includes an aggregate of 984,816 shares of Common Stock issuable pursuant to
stock options which may be exercised by all executive officers and directors
of the Company within 60 days after February 28, 1997.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as directors the
seven nominees named below, unless the proxy is marked otherwise. All nominees
are currently directors of the Company.
All seven directors will be elected for a one-year term expiring at the
1998 Annual Meeting of Stockholders, subject to the election and qualification
of their successors and to their earlier death, resignation or removal. All of
the nominees have indicated their willingness to serve if elected; however, if a
nominee should be unable to serve, the proxies may be voted for a substitute
nominee designated by the Board of Directors. There are no family relationships
between or among any officers or directors of the Company.
On September 6, 1996, Dr. Paul Friedman and Mr. Samuel Fleming were
appointed to the Board of Directors. On December 4, 1996, Dr. Robert Gerety
resigned as the Company's President and Chief
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Executive Officer and as a member of the Board of Directors. See "Employment,
Termination and Change-in-Control Arrangements." In March 1997, in order to add
additional pharmaceutical and business advisory capacity to the Board of
Directors, and in consultation with several of the Company's major stockholders,
the Company restructured the Board of Directors (the "Restructuring"). As part
of the Restructuring, Dr. J. Joseph Marr, Dr. C. Garrison Fathman, Dr. Carl
Goldfischer, Ms. Geraldine Henwood and Mr. Richard Pops were appointed to the
Board of Directors, and Mr. Alan Dalby, Dr. Malcolm Gefter, Mr. M. Howard
Jacobson, Dr. Kenneth Melmon and Dr. Larry Soll resigned as directors of the
Company.
The following table sets forth the name, age and length of service as a
director of each member of the Board of Directors, as well as information given
by each concerning all positions he or she holds with the Company, his or her
principal occupation and his or her beneficial ownership of the Company's Common
Stock at February 28, 1997:
SHARES OF PERCENTAGE
FIRST COMMON STOCK OF
BECAME A BENEFICIALLY COMMON STOCK
NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR OWNED(1)(2) OUTSTANDING
- --------------------------------------------- --- -------- ------------ ------------
C. Garrison Fathman, M.D..................... 54 1997 135,667(3) *
Professor, Department of Medicine,
Stanford University School of Medicine
Samuel C. Fleming(b)......................... 56 1996 -- *
Chairman and Chief Executive Officer,
Decision Resources, Inc.
Paul A. Friedman, M.D........................ 54 1996 -- *
President, Dupont Merck Research Labs
Carl S. Goldfischer, M.D.(a)(b).............. 38 1997 -- *
Chief Financial Officer, Vice President,
Finance and Strategic Planning, ImClone
Systems, Inc.
Geraldine A. Henwood(a)...................... 44 1997 -- *
Chief Executive Officer, IBAH, Inc.
J. Joseph Marr, M.D.......................... 58 1997 25,000(3) *
Chief Operating Officer, Executive Vice
President of Research and Development,
Chief Scientific Officer and Acting
President,
ImmuLogic Pharmaceutical Corporation
Richard F. Pops(b)........................... 35 1997 -- *
Chief Executive Officer, Alkermes, Inc.
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* Less than 1% of the total number of outstanding shares of Common Stock.
(a) Member of the Audit Committee.
(b) Member of the Compensation Committee.
(1) Except as indicated in the footnotes to this table, the persons named in
this table have sole voting and investment power with respect to all shares
of Common Stock indicated.
(2) The number of shares of Common Stock beneficially owned by each director is
determined under the rules of the Securities and Exchange Commission and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as
to which each director has sole or shared voting power or investment power
and also any shares of
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Common Stock as to which any options held by such director are exercisable
within 60 days after February 28, 1997.
(3) Includes the following number of shares of Common Stock issuable pursuant to
stock options which may be exercised by the following directors within 60
days after February 28, 1997: Dr. Fathman, 112,667 shares and Dr. Marr,
25,000 shares.
The following sets forth the principal occupation or employment held by
each director during the past five years as well as the names of other
publicly-held companies of which he or she serves as a director.
Dr. C. Garrison Fathman, M.D. became a member of the Company's Board of
Directors in March 1997. Dr. Fathman is a Professor of Medicine and the Director
of the Center for Clinical Immunology at Stanford University School of Medicine,
where he joined the faculty in 1981. He was previously on the faculty at the
Mayo Clinic from 1977 to 1981 and a Member of the Basel Institute for Immunology
from 1975 to 1977. He is a member of the American Association of Immunologists
and the Clinical Immunology Society. Dr. Fathman holds a B.A. from the
University of Kentucky and an M.D. from Washington University School of
Medicine. Dr. Fathman has served as a consultant to the Company since 1988.
Mr. Samuel C. Fleming became a member of the Company's Board of Directors
in September 1996. Since 1990, Mr. Fleming has been the Chairman and Chief
Executive Officer of Decision Resources Inc., a health care research and
consulting company. From 1967 to 1990, Mr. Fleming held various positions at
Arthur D. Little, Inc., most recently as Senior Vice President, Member of the
Corporate Management Committee and Chairman of Arthur D. Little Decision
Resources, which he founded in the mid-1970s. Mr. Fleming holds a B.Ch.E. from
Cornell University and an M.B.A. from Harvard Business School. He serves as a
Director of CareGroup, Inc. and a Trustee of Cambridgeport Bank and the Standish
Ayer & Wood Investment Trust.
Dr. Paul A. Friedman became a member of the Company's Board of Directors in
September 1996. Mr. Friedman has been the President of DuPont Merck Research
Labs since 1994. He was a Senior Vice President of Merck Research Labs from 1992
to 1994 and was first a Senior Director and Head and then Executive Director and
Head of the Department of Pharmacology at Merck Sharp & Dohme Research Labs from
1985 to 1989. Between 1974 and 1985, he held various positions at Peter Bent
Brigham Hospital, Children's Hospital Medical Center, the Center for Blood
Research, Harvard Medical School and Beth Israel Hospital. Dr. Friedman holds an
A.B. from Princeton University and an M.D. from Harvard Medical School.
Dr. Carl S. Goldfischer became a member of the Company's Board of Directors
in March 1997. Dr. Goldfischer has served as Vice President, Finance and
Strategic Planning and Chief Financial Officer of ImClone Systems, Inc. since
May 1996. From June 1994 until May 1996, Dr. Goldfischer served as a health care
analyst with Reliance Insurance. From June 1991 until June 1994, Dr. Goldfischer
was Director of Research for D. Blech & Co. Dr. Goldfischer received a doctorate
of medicine from Albert Einstein College of Medicine in 1988 and served as a
resident in radiation oncology at Montefiore Hospital of the Albert Einstein
College of Medicine until 1991.
Ms. Geraldine A. Henwood became a member of the Company's Board of
Directors in March 1997. Ms. Henwood is the Chief Executive Officer of IBAH,
Inc., a clinical research organization, which she founded in 1985. Prior to
founding IBAH, Ms. Henwood worked for twelve years in various positions at
SmithKline & French Laboratories ("SK&F"), a Division of SmithKline Beckman
Corp., most recently as the Group Director, Marketing of International
Pharmaceutical Division of SK&F. Ms. Henwood holds a B.S. from Neumann College.
Dr. J. Joseph Marr was appointed Chief Operating Officer and became a
member of the Board of Directors in March 1997. In addition, Dr. Marr retained
his position as Executive Vice President, Research
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and Development and Chief Scientific Officer, which positions he assumed when he
joined the Company in July 1996. Dr. Marr also served as Acting President and
Chief Executive Officer of the Company from December 1996 to March 1997 and
continues to serve as Acting President. From 1993 to 1996, Dr. Marr held the
position of Vice President, Research and Development at Ribozyme
Pharmaceuticals, Inc. From 1989 to 1993, he was Senior Vice President, Discovery
Research at Searle Research and Development. Dr. Marr was also a consultant with
the World Health Organization from 1982 to 1992. Dr. Marr held academic
positions from 1970 to 1990, including Professor, Department of Medicine and
Department of Biochemistry at the University of Colorado Health Sciences Center
from 1982 to 1990, Vice Chairman, Department of Medicine, and Professor of
Medicine and Microbiology at St. Louis University School of Medicine from 1970
to 1976, and Associate Professor of Medicine and Director, Microbiologies
Laboratories at Washington University School of Medicine from 1970 to 1976 . Dr.
Marr received his B.S. Degree from Xavier University and M.D. degree from Johns
Hopkins University School of Medicine.
Mr. Richard F. Pops became a member of the Company's Board of Directors in
March 1997. Mr. Pops has been the Chief Executive Officer of Alkermes, Inc.
since 1991. From 1984 to 1991, Mr. Pops was employed as Vice President of
PaineWebber Development Corporation, a subsidiary of PaineWebber, Inc. Mr. Pops
currently serves on the Board of Directors of Alkermes, Inc., the Biotechnology
Industry Organization and The Brain Tumor Society. He is also the Vice President
of the Massachusetts Biotechnology Council. Mr. Pops received his B.A. degree
from Stanford University.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held nine meetings during 1996. Each of the persons
serving as directors of the Company during 1996 attended more than 75% of the
total number of meetings of the Board of Directors, and all committees of the
Board on which he served, held during his tenure as a director.
During 1996, the Company had a standing Executive Committee which had the
authority to act on behalf of the Board of Directors to the full extent allowed
by law. In 1996, the Executive Committee consisted of Drs. Gefter and Gerety
(until his resignation in December 1996) and Messrs. Dalby and Jacobson. The
Executive Committee met four times during 1996. As a result of the
Restructuring, the Board of Directors no longer has an Executive Committee.
The Company has a standing Audit Committee which provides the opportunity
for direct contact between the Company's independent accountants and the Board.
The Audit Committee has responsibility for recommending the appointment of the
Company's independent accountants, reviewing the scope and results of audits and
reviewing the Company's internal accounting control policies and procedures. In
1996, the Audit Committee consisted of Mr. Jacobson, Dr. Melmon and Dr. Soll.
The Audit Committee held two formal meetings in 1996. As a result of the
Restructuring, the Audit Committee now consists of Dr. Goldfischer and Ms.
Henwood.
The Company also has a standing Compensation Committee which provides
recommendations to the Board regarding executive and employee compensation
programs of the Company, and administers the Company's Amended and Restated 1987
Stock Option Plan, the 1993 Director Stock Option Plan and the 1996 Stock Option
Plan. In 1996, the Compensation Committee consisted of Messrs. Dalby and
Jacobson and Dr. Soll and held seven meetings. As a result of the Restructuring,
the Compensation Committee now consists of Mr. Fleming, Dr. Goldfischer and Mr.
Pops.
DIRECTORS' COMPENSATION
The Company maintains a compensation program for each director who is not
an employee of the Company or any subsidiary of the Company and who does not
receive more than $50,000 in any year pursuant
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to a consulting contract with the Company. Pursuant to this compensation
program, each such director receives cash compensation of $15,000 per annum for
his services as a director and an option to purchase 24,000 shares of the
Company's Common Stock under the 1993 Director's Option Plan. In addition, the
Chairman of each standing committee receives an additional $5,000 per annum.
Furthermore, the 1993 Director's Option Plan provides for the grant of an option
to purchase 10,000 shares of Common Stock to the Chairman of each standing
committee of the Board of Directors who is an outside director of the Company
(as defined in the Plan).
Effective as of January 1, 1992, the Company entered into an amended and
restated consulting agreement with Dr. Fathman (as amended, the "Consulting
Agreement"), currently a director of the Company. The Consulting Agreement
provides that Dr. Fathman will devote approximately one day per week to the
Company at least through December 31, 1998. Dr. Fathman received $107,891 during
1996 pursuant to the Consulting Agreement.
Effective as of January 1, 1992, the Company entered into an amended and
restated consulting agreement with Dr. Melmon (as amended, the "Consulting
Agreement"), now a former director of the Company. The Consulting Agreement
provides that Dr. Melmon will devote approximately one day per week to the
Company at least through December 31, 1998. Dr. Melmon received $107,891 during
1996 pursuant to the Consulting Agreement.
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SUMMARY COMPENSATION TABLE
The following sets forth certain information regarding compensation paid
during each of the Company's last three fiscal years to each person who served
as the Company's Chief Executive Officer and each of the Company's four other
most highly compensated officers, based on salary and bonuses earned during 1996
(the "Named Executive Officers").
IMMULOGIC PHARMACEUTICAL CORPORATION
LONG-TERM
COMPENSATION
AWARDS
($)(2)
ANNUAL COMPENSATION ------------
------------------------------------------ SHARES
OTHER ANNUAL SUBJECT TO
COMPENSATION OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($)(1) GRANTED COMPENSATION
- --------------------------- ------ -------- -------- ------------- ------------ ------------
J. Joseph Marr, M.D.(3)......... 1996 $100,769 $100,000 -- 100,000 $ 65,807
Chief Operating Officer,
Executive Vice President,
Research and Development,
Chief Scientific Officer,
Acting President and
Former Acting Chief
Executive Officer
Kevin P. Lawler................. 1996 152,250 65,250 -- -- 2,000
Vice President, Human 1995 145,000 -- -- 50,000 4,097
Resources 1994 122,327 -- -- 31,000 900
Christopher F. Nicodemus, M.D... 1996 194,250 -- -- -- 2,000
Vice President, Medical Affairs 1995 185,000 -- -- 50,000 2,000
1994 170,721 -- -- -- 900
David A. Tolley................. 1996 157,500 -- -- -- 2,000
Vice President, Process 1995 137,481 -- -- 80,000 93,117
Development and Manufacturing 1994 34,269 30,000 -- 20,000 29,356
Robert J. Gerety, M.D., Ph.D.(4) 1996 320,385 -- -- -- 77,647
Former President and Chief 1995 312,500 93,214 73,683 150,000 44,682
Executive Officer 1994 257,846 93,214 46,551 200,000 29,753
Malcolm L. Gefter, Ph.D.(5)..... 1996 288,750 -- -- 43,750 2,000
Former Chairman of the Board 1995 275,000 -- -- -- 2,000
of Directors, and Senior 1994 265,000 -- -- 175,000 900
Consultant
Richard N. Small(6)............. 1996 157,500 -- -- -- 2,000
Former Vice President, Chief 1995 150,000 27,964 -- 50,000 2,000
Financial Officer 1994 126,458 -- -- 23,000 900
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(1) The amounts indicated for Dr. Gerety in 1994 and 1995 reflect the
forgiveness of a loan from the Company.
(2) Amounts for Dr. Marr include $59,326 in relocation expenses and $6,481 of
premiums paid on, and the cash surrender value of, insurance policies
maintained by the Company including payment of related taxes to Dr. Marr.
Amounts shown for Dr. Gerety include $29,615 in severance payments and
$47,032 of premiums paid on, and the cash surrender value of, life insurance
policies maintained by the Company
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including payment of related taxes to Dr. Gerety. All other amounts shown
represent contributions made in the form of ImmuLogic stock by the Company
to the Company's 401(k) Savings Plan on behalf of the named officers to
match pre-tax electives deferral contributions (included under salary) made
by the named officers to such Plan.
(3) Dr. Marr joined the Company in July 1996 as Executive Vice President,
Research and Development and Chief Scientific Officer, and, in addition,
became Acting President and Chief Executive Officer in December 1996.
Accordingly, no information is provided for 1994 or 1995. Dr. Marr became
Chief Operating Officer and resigned as Acting Chief Executive Officer in
March 1997.
(4) Dr. Gerety resigned from his employment with the Company in December 1996.
(5) Dr. Gefter resigned from his employment with the Company in March 1997.
(6) Mr. Small resigned from his employment with the Company in January 1997.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information regarding options granted
in 1996 by the Company to each of the Named Executive Officers.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
TOTAL STOCK PRICE
SHARES OPTIONS APPRECIATION
SUBJECT TO GRANTED TO EXERCISE FOR OPTION TERMS(2)
OPTIONS EMPLOYEES PRICE PER EXPIRATION ----------------------
NAME GRANTED(1) IN FY SHARE DATE 5% 10%
- ---- ---------- ---------- --------- ---------- -------- ----------
J. Joseph Marr, M.D.............. 100,000(3) 21.4% $8.81 07/01/06 $554,056 $1,404,087
Kevin P. Lawler.................. -- -- -- -- -- --
Christopher F. Nicodemus, M.D.... -- -- -- -- -- --
David A. Tolley.................. -- -- -- -- -- --
Robert J. Gerety, M.D., Ph.D..... -- -- -- -- -- --
Malcolm L. Gefter, Ph.D.......... 43,750(4) 9.3% 19.25 01/31/06 529,647 1,342,230
Richard N. Small................. -- -- -- -- -- --
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(1) The Company's Amended and Restated 1987 Stock Option Plan and 1996 Stock
Option Plan provide that the vesting of options granted to officers and
employees under such Plan will become exercisable in the event of a "change
in control" of the Company.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. Actual gains, if any, on stock option exercises will depend
on the future performance of the Common Stock and the date on which the
options are exercised.
(3) This option became exercisable as to 25,000 shares on July 1, 1996 and
becomes exercisable as to 75,000 shares in three equal annual installments
commencing on July 1, 1997.
(4) This option was originally exercisable in four equal quarterly installments
commencing on March 31, 2000 but became exercisable in full in connection
with Dr. Gefter's resignation as an employee and a director of the Company
in March 1997.
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AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT FISCAL YEAR-END
The following table provides information on option exercises in 1996 by the
Named Executive Officers and the value of unexercised options at December 31,
1996.
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTION IN-THE-MONEY OPTIONS AT
SHARES AT YEAR-END YEAR-END(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ------------ -------------- ------------ --------------
Joseph Marr, M.D.............. -- -- 25,000 75,000 -- --
Kevin P. Lawler............... -- -- 39,400 55,250 48,263 --
Christopher F. Nicodemus, M.D -- -- 53,749 51,251 -- --
David A. Tolley............... -- -- 29,000 71,000 -- --
Robert J. Gerety, M.D., Ph.D -- -- 207,500 -- -- --
Malcolm L. Gefter, Ph.D.(2)... -- -- 131,250 262,500 -- --
Richard N. Small(2)........... -- -- 43,750 56,250 -- --
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(1) The closing price for the Company's Common Stock as reported by the Nasdaq
National Market on December 31, 1996 was $6.375 per share. Value is
calculated on the basis of the difference between the option exercise price
and the fair market value on December 31, 1996, multiplied by the number of
shares of Common Stock underlying the option. With the exception of Mr.
Lawler, all option exercise prices exceeded the fair market value on
December 31, 1996, therefore no amounts are shown "in-the-money" column. Mr.
Lawler had 9,900 shares exercisable at a price of $1.50.
(2) Options shown as unexercisable at December 31, 1996 for Dr. Gefter and Mr.
Small became exercisable in full in connection with their respective
resignations from the Company's employment in March 1997 and January 1997,
respectively.
OTHER MATTERS
The Company entered into an agreement with Dr. Gefter (the "Gefter
Agreement"), dated as of January 1, 1996 (the "Commencement Date"), which
provided that during the term of the Gefter Agreement, Dr. Gefter would serve as
Chairman of the Board of Directors of and Senior Consultant to, the Company and
which set forth the time that Dr. Gefter may devote to outside activities. The
Gefter Agreement had an initial five-year term ending on December 31, 2000. The
Gefter Agreement provided that the Company would pay Dr. Gefter at least
$275,000 each year for his services and further provided that Dr. Gefter would
not devote more than 50% of his business and professional time to certain
outside business activities. The Gefter Agreement was superceded by a Severance
and Settlement Agreement entered into between Dr. Gefter and the Company on
March 4, 1997. See "Employment, Termination and Change-in-Control Arrangements."
COMPENSATION COMMITTEE REPORT
The following is a description of the compensation policies of the Company
during 1996 developed by the 1996 Compensation Committee (as defined below) as
such policies applied to Dr. Gerety, the former President and Chief Executive
Officer of the Company, Dr. Marr, who was Acting President and Chief Executive
Officer of the Company during December 1996 and the four named executive
officers other than Drs. Gerety and Marr who, for fiscal 1996, were the
Company's most highly compensated executive officers
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and other officers of the Company. During 1996, the Compensation Committee
consisted of Messrs. Dalby and Jacobsen and Dr. Soll (the "1996 Compensation
Committee"). As a result of the Restructuring, the Compensation Committee has
consisted of Mr. Fleming, Dr. Goldfischer and Mr. Pops (the "New Compensation
Committee") since March 27, 1997. The New Compensation Committee is currently
reviewing the Company's executive compensation policies.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation program was designed by the 1996
Compensation Committee to align executive compensation with financial
performance, business strategies and Company values and objectives. This program
sought to enhance stockholder value by linking the financial interests of the
Company's executives with those of the stockholders.
The 1996 Compensation Committee established a compensation program with the
following objectives:
- To reward executives for achievement of internal Company goals as well
as for Company performance relative to industry performance levels.
- To align management's interests with the success of the Company by
making a portion of compensation dependent upon long term success.
- To enhance stockholder value by providing executives with equity
ownership in the Company.
- To provide to executives formal performance appraisals against
objectives.
- To provide compensation that will attract and retain executives of
superior talent.
EXECUTIVE COMPENSATION PROGRAM
Executive officers were rewarded based upon corporate performance, business
group performance and individual performance. Corporate performance and business
group performance were evaluated by reviewing the extent to which strategic and
business goals were met, including such factors as achievement of operating
goals and objectives, establishment of strategic licensing and development
alliances with third parties, timely development and introduction of new
processes and products, and performance relative to competitors. Individual
performance was evaluated by reviewing attainment of specified individual
objectives and the degree to which teamwork and Company values were fostered.
In fiscal 1996, as in the past several years, the Vice President of Human
Resources compared the Company's executive compensation policies with the
policies of companies of comparable size in the industry to (a) ensure that the
Company would be able to attract, motivate and retain executives of outstanding
abilities, (b) determine the competitiveness of base salary and incentive
opportunities at the Company, and (c) evaluate the relative mix of salary and
incentive compensation. The 1996 Compensation Committee, which was comprised of
non-employee directors, established goals and objectives for the Company's
officers and specified levels of compensation for officers based upon the
attainment of these goals and objectives.
The Company's executive compensation program consisted of the following
elements:
- a base salary that was determined by individual contributions and
sustained performance within an established competitive salary range.
- a long-term incentive program that rewarded executives when
stockholder value was created through an increase in the market value
of the Company's Common Stock.
- other compensation which included certain benefits, such as medical
benefits and a 401(k) Savings Plan, that were generally available to
all full-time employees of the Company.
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Each of these three elements of compensation is discussed below. The 1996
Compensation Committee also established an incentive compensation or bonus
program for officers of the Company.
Base Salary. Base salary levels for the Company's executives generally
were set within the range of salaries of senior managers with comparable
qualifications, experience and responsibilities at other companies of comparable
size in the biopharmaceutical industry. Salary data for such determinations was
obtained through established outside independent services specializing in
compensation surveys representing a significant number of comparable industry
companies.
In addition to considering external market data when setting individual
salaries, the 1996 Compensation Committee also considered the Company's
financial performance and the individual's performance based on predetermined
non-financial objectives, such as the ability to motivate others, the
development of skills necessary to grow as the Company matures, the recognition
and pursuit of new business opportunities and implementation of programs to
enhance the Company's growth and success.
In 1996, the Company paid a performance bonus of $65,250 to Kevin Lawler,
Vice President of Human Resources.
Long-term Incentive Compensation. Long-term incentive compensation, in the
form of stock options, was designed to help align the interests of management
and stockholders and enable executives to develop a long-term stock ownership
position in the Company. Stock option grants were intended to focus executives
on managing the Company from the perspective of an owner with an equity position
in the business. Executives were granted options to purchase shares of the
Company's Common Stock upon commencement of employment and were eligible for
additional option grants as the 1996 Compensation Committee deemed appropriate.
An executive's past performance and the Company's desire to retain an individual
were considered when making additional grants. Stock options were granted at an
option price equal to the fair market value of the Company's Common Stock on the
date of grant and vest over a three, four or five year period. In 1996, the
Company granted options to purchase 100,000 shares to Dr. Marr upon his joining
the Company as Executive Vice President, Research and Development and Chief
Scientific Officer, and 43,750 shares of the Company's Common Stock to Dr.
Gefter pursuant to the Gefter Agreement.
Other Compensation. The Company's executives were entitled to relocation
benefits upon commencement of employment. They also received medical benefits
and participated in the Company's 401(k) Savings Plan on the same basis as other
full-time employees of the Company. Except with respect to $59,326 in relocation
expenses paid to Dr. Marr in 1996, the amount of perquisites, as determined in
accordance with the rules of the Securities and Exchange Commission relating to
executive compensation, did not exceed 10% of any executive officer's salary for
fiscal 1996.
Compliance With Internal Revenue Code Section 162(m). The Company does not
believe Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") which disallows a tax deduction for certain compensation in excess of $1
million, will generally have an effect on the Company. The New Compensation
Committee intends to review the potential effect of Section 162(m) periodically
and in the future may decide to structure the performance-based portion of its
executive officer compensation to comply with Section 162(m).
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The 1996 Compensation Committee evaluated the performance of the Chief
Executive Officer and reported its assessment to the members of the Board of
Directors. The assessment of the Chief Executive Officer's performance was based
on a number of factors, including the following: achievement of short-term and
long-term financial and strategic targets and objectives; the Company's position
within the industry in
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which it competes; the Chief Executive Officer's contribution to the Company;
and such other factors as the 1996 Compensation Committee deemed appropriate.
In 1996, the Company's former President and Chief Executive Officer, Robert
J. Gerety, received base salary compensation of $320,385. Dr. Marr, who joined
the Company in July 1996 as Executive Vice President, Research and Development
and Chief Scientific Officer, positions in which he continues to serve, became
Acting President and Chief Executive Officer of the Company in December 1996
upon the resignation of Dr. Gerety. Dr. Marr received a signing bonus of
$100,000 when he joined the Company, base salary compensation of $100,769 (at an
annual rate of $200,000) and options to purchase 100,000 shares of the Company's
Common Stock in 1996. In March 1997, Dr. Marr resigned from his position as
Acting Chief Executive Officer and was appointed to serve as the Company's Chief
Operating Officer.
New Compensation Committee
Samuel C. Fleming
Carl S. Goldfischer
Richard F. Pops
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the 1996 Compensation Committee or the New Compensation
Committee was at any time during 1996, or formerly, an officer or employee of
the Company or any subsidiary of the Company, nor has any member of the 1996
Compensation Committee or the New Compensation Committee had any relationship
with the Company requiring disclosure under Item 404 of Regulation S-K under the
Exchange Act. No executive officer of the Company has served as a director or
member of the 1996 Compensation Committee or the New Compensation Committee (or
other Committee serving an equivalent function) of any other entity, whose
executive officers served as a director of or member of the 1966 Compensation
Committee or the New Compensation Committee of the Company.
EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company entered into a series of agreements in 1995 and 1996 with each
of the Named Executive Officers (other than Drs. Gefter and Gerety, each of whom
had separate agreements with the Company) and certain other officers of the
Company relating to the obligations of the Company to such individuals in the
event of the termination of their employment. The agreements provide that, in
the event that the Company were to terminate the employment of the employee for
cause, the Company would only be obligated to pay the employee his or her
compensation and benefits through the last day of his or her actual employment.
In the event the employee terminates his or her employment for "good reason" (as
defined in the agreement), or his or her employment is terminated (other than
for cause) upon a "change in control" (as defined in the agreement), the
employee will receive a lump-sum cash payment equal to twelve months of
compensation at the level of compensation immediately prior to termination. In
addition, the employee will be eligible to be paid according to the Company's
normal payroll procedures at the same level of compensation until the earlier of
the twelve month anniversary of the date of termination or until the employee
begins receiving equivalent compensation from a new employer. Furthermore, the
Company will continue to provide medical and other benefits to the employee for
a period of up to 24 months. Finally, all unvested stock options held by the
employee shall vest upon termination and shall be exercisable for twelve months
after the date of termination.
On December 4, 1996, the Company entered into a Severance and Settlement
Agreement with Dr. Gerety. Pursuant to the terms of this Agreement, Dr. Gerety
resigned as President and Chief Executive Officer of the Company, and the
Company agreed to continue to pay Dr. Gerety his base salary and benefits
13
16
for a period of up to eight months following the date of this Agreement and to
the extension of the exercise periods of certain options to purchase the
Company's Common Stock held by him, in full satisfaction of the Company's
remaining obligations under Dr. Gerety's employment agreement. The Company
expects to make payments to Dr. Gerety totalling approximately $250,000 under
this Agreement.
On March 4, 1997, the Company entered into Letter Agreements with each of
Messrs. Jacobsen and Dalby and Drs. Soll and Melmon, pursuant to which each of
them resigned as a director of the Company. Under the Letter Agreements, the
Company agreed to extend the exercise period of certain vested options granted
to these individuals until August 20, 1997.
On March 5, 1997, the Company entered into a Severance and Settlement
Agreement with Dr. Gefter. Pursuant to the terms of this Agreement, Dr. Gefter
resigned as Chairman of the Board of Directors and Chief Scientist of the
Company, and the Company made a lump sum payment to Dr. Gefter in the amount of
$1,054,166 (an amount commensurate with the total amount of compensation he
would have received under the remaining term of his employment agreement) and
agreed to accelerate the vesting of all options previously granted to him and
the extension of the exercise periods of certain options to purchase the
Company's Common Stock held by him, in full satisfaction of the Company's
remaining obligations under Dr. Gefter's employment agreement.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act and regulations of the Securities and
Exchange Commission ("SEC") thereunder require the Company's executive 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 initial ownership and
changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Such officers, directors and ten-percent stockholders are also
required by SEC rules 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 other
reports were required for such persons, the Company believes that, during or
with respect to the period from January 1, 1996 to December 31, 1996, all of its
executive officers, directors and ten-percent stockholders complied with their
Section 16(a) filing obligations, except that J. Joseph Marr and Paul A.
Friedman each filed a late Initial Statement of Beneficial Ownership on Form 3,
and J. Joseph Marr and Kenneth L. Melmon each filed a late Statement of Changes
in Beneficial Ownership on Form 4.
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STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on (i) the Nasdaq Total
Market Index (the "Nasdaq Total Market Index") and (ii) the Nasdaq
Pharmaceutical Stocks Index (the "Nasdaq Pharmaceutical Index") for the five
years ending December 31, 1996. The comparison assumes $100 was invested in the
Company's Common Stock and in each of the foregoing indices on December 31, 1991
and assumes reinvestment of dividends. Measurement points are on the last
trading day of the Company's fiscal years ended December 31, 1992, 1993, 1994,
1995 and 1996.
ImmuLogic Nasdaq
Measurement Period Pharmaceutical Nasdaq Total Pharmaceutical
(Fiscal Year Covered) Corporation Market Index Index
Dec. 31, 1991 $100.00 $100.00 $100.00
Dec. 31, 1992 94.54 116.38 83.22
Dec. 31, 1993 113.45 133.60 74.17
Dec. 31, 1994 60.92 130.59 55.83
Dec. 31, 1995 161.76 184.72 102.32
Dec. 31, 1996 53.57 227.18 102.25
PROPOSAL 2 -- RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the stockholders, the Board of Directors, on the
recommendation of its Audit Committee, has selected the firm of Coopers &
Lybrand L.L.P. ("Coopers & Lybrand") as the Company's independent accountants
for the current year. Coopers & Lybrand has served as the Company's independent
accountants since 1987.
Representatives of Coopers & Lybrand are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from stockholders.
If the stockholders do not ratify the selection of Coopers & Lybrand as the
Company's independent accountants, the selection of such accountants will be
reconsidered by the Board of Directors.
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BOARD RECOMMENDATION
The Board of Directors recommends that the stockholders vote For the
ratification of Coopers & Lybrand as the Company's independent public
accountants.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.
THE BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Waltham, Massachusetts not later than December 17, 1997 for inclusion in the
proxy statement for that meeting.
EACH YEAR THE COMPANY FILES AN ANNUAL REPORT ON FORM 10-K WITH THE
SECURITIES AND EXCHANGE COMMISSION. ANY STOCKHOLDER CAN OBTAIN A COPY OF THE
ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS, AT NO CHARGE, BY WRITING TO
INVESTOR RELATIONS, IMMULOGIC PHARMACEUTICAL CORPORATION, 610 LINCOLN STREET,
WALTHAM, MASSACHUSETTS 02154.
By Order of the Board of Directors,
STEVEN D. SINGER,
Secretary
April 17, 1997
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APPENDIX 1
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IMMULOGIC PHARMACEUTICAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS -- MAY 13, 1997
The undersigned, having received notice of the meeting and management's
Proxy Statement therefor, and revoking all prior proxies, hereby appoint(s) J.
Joseph Marr, Cheryl M. Northrup and Steven D. Singer, and each of them (with
full power of substitution), as proxies of the undersigned to attend the Annual
Meeting of Stockholders of ImmuLogic Pharmaceutical Corporation (the "Company")
to be held on Tuesday, May 13, 1997 and any adjourned sessions thereof, and
there to vote and act upon the following matters in respect of all shares of
Common Stock of the Company which the undersigned would be entitled to vote or
act upon, with all powers the undersigned would possess if personally present.
Attendance of the undersigned at the meeting or at any adjourned session
thereof will not be deemed to revoke this proxy unless the undersigned shall
affirmatively indicate thereat the intention of the undersigned to vote said
shares in person. If the undersigned hold(s) any of the shares of the Company in
a fiduciary, custodial or joint capacity or capacities, this proxy is signed by
the undersigned in every such capacity as well as individually.
IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT
THEREOF.
1. To elect the following seven individuals as Directors of the
Company to serve for a one-year term ending at the 1998 Annual Meeting of
Stockholders: C. Garrison Fathman, Samuel C. Fleming, Paul A. Friedman, Carl S.
Goldfischer, Geraldine A. Henwood, J. Joseph Marr and Richard F. Pops.
FOR [ ] WITHHOLD AUTHORITY [ ]
--------------------------------------------
--------------------------------------------
To withhold authority with respect to a
particular nominee, write his or her name in
the space provided above.
20
2. To ratify the selection of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY ELECTION TO OFFICE OR
ANY PROPOSAL SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR SUCH ELECTION TO
OFFICE OR PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.
---------------------------------------------
---------------------------------------------
Signature(s)
Dated:
---------------------------------------
Please sign name(s) exactly as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary, please give your full title as such.
Joint owners should each sign personally. If a corporation, sign in full
corporate name, by authorized officer. If a partnership, please sign in
partnership name, by authorized person.