--SCHEDULE 14A TEMPLATE--
===============================================================================
--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ \ OMB Number: 3235-0059 \
DELETE IF NOT REQUIRED ------------------- \ Expires: January 31, 2002 \
/ \ Estimated average burden \
\ hours per response....13.12 \
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
--------------------------------------------------------------------------------
MOORE MEDICAL CORP.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
MOORE [LOGO]
MEDICAL(TM)
The Supply Experts(TM)
MOORE MEDICAL CORP.
-------------------
NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder,
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Moore Medical Corp., a Delaware corporation (the "Company"), will be held at
The Algonquin Hotel, in Gallery 1, located at 59 West 44/th/ Street, New York,
NY 10036, on Thursday, May 23, 2002 at 11:00 a.m., local time. Only stockholders
of record of the Company's Common Stock, $0.01 par value per share, at the close
of business on April 11, 2001, which has been fixed as the record date for the
Meeting, will be entitled to notice of, and to vote at, the Meeting and any
adjournments thereof. At the Meeting we will ask stockholders to consider and
act upon the following matters:
(1) The election of seven directors to serve until the next Annual Meeting
of Stockholders or until their successors have been duly elected and
qualified. The following incumbent directors will be nominated for
reelection:
Linda M. Autore
Christopher W. Brody
Peter A. Derow
Steven Kotler
Robert H. Steele
Wilmer J. Thomas, Jr.
Dan K. Wassong
(2) The ratification of the appointment of PricewaterhouseCoopers LLP as
our independent auditors for the fiscal year ending December 28, 2002.
(3) The transaction of such other business as may properly come before the
Meeting and at any adjournments thereof.
Each of these matters is described in more detail in the enclosed Proxy
Statement which constitutes part of this Notice. Please use this opportunity to
take part in Moore Medical's affairs by voting your shares.
By Order of the Board of Directors,
Linda M. Autore
President and Chief Executive Officer
April 21, 2002
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Meeting, it is important that your shares
be represented. Please complete, sign, date and mail promptly the enclosed proxy
card (the "Proxy") in the postage-paid envelope provided or, if your proxy card
or voting instructions so indicate, vote electronically via the Internet or by
telephone. Stockholders who attend the Meeting may vote their shares personally,
even though they have mailed in their Proxies.
--------------------------------------------------------------------------------
Moore [LOGO]
medical
The Supply Experts(TM)
389 John Downey Drive
New Britain, CT 06050
--------------------------------------------------------------------------------
PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERS
May 23, 2002
--------------------------------------------------------------------------------
INFORMATION ABOUT THE MEETING, VOTING AND PROXIES
Date, Time and Place of Meeting
The Board of Directors of Moore Medical Corp., a Delaware corporation ("Moore
Medical" or the "Company") is asking for your proxy to be voted at the Annual
Meeting of Stockholders (the "Meeting") of Moore Medical to be held on Thursday,
May 23, 2002 at 11:00 a.m., local time, and at any adjournment or adjournments
thereof, at The Algonquin Hotel, in Gallery 1, located at 59 West 44th Street,
New York, New York, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders and in this Proxy Statement. We are initially
mailing this Proxy Statement and Proxy on or about April 21, 2002 to
stockholders of Moore Medical.
Record Date, Outstanding Shares and Quorum
Only stockholders of record at the close of business on April 11, 2002 (the
"Record Date") will be entitled to notice of, and to vote at, the Meeting and at
any adjournments thereof. On the Record Date, there were 3,153,943 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"),
outstanding and entitled to vote. There were no other classes of voting
securities of the Company outstanding on such Record Date. The presence, in
person or by proxy, of the holders of a majority of the outstanding shares of
Common Stock on the Record Date shall constitute a quorum.
Voting Rights and Voting of Proxies
Each holder of Common Stock is entitled to one vote for each share held on the
Record Date by such holder. Cumulative voting for directors is not permitted. If
a quorum is present, (i) a plurality of the votes cast by the holders of the
Common Stock, in person or by proxy at the Meeting, is required for the election
of directors, and (ii) the approval of holders of a majority of the votes cast,
in person or by proxy at the Meeting, is required to ratify the appointment of
auditors or (except where Delaware General Corporation Law prescribes a
different percentage) approve any other matter duly presented for action at the
Meeting.
Under the rules promulgated by the Securities and Exchange Commission, boxes and
a designated blank space are provided on the Proxy card for stockholders to
mark, if they wish, to withhold authority to vote for one or more of the
nominees for directors. Votes withheld in connection with the
1
election of one or more of the nominees for director will be excluded from the
vote and will have no effect, but will be counted toward the presence of a
quorum for the transaction of business at the Meeting. If no direction is
indicated, the Proxy will be voted for the election of the nominees for
director. The form of Proxy does not provide for abstentions with respect to the
election of directors; however, a stockholder present at the Meeting may abstain
with respect to such election. The treatment of abstentions and broker
"non-votes" with respect to the election of directors is consistent with
applicable Delaware law and the Company's By-Laws. Abstentions and broker
"non-votes" are counted as present and entitled to vote and are, therefore,
included for purposes of determining whether a quorum of shares is present at a
meeting. An abstention from a vote with respect to a proposal (other than for
the election of directors) will have the same practical effect as a vote against
such proposal. However, broker "non-votes" are not deemed to be "votes cast." As
a result, broker "non-votes" are not included in the tabulation of the voting
result on the election of directors or issues requiring approval of a majority
of the votes cast and, therefore, do not have the effect of votes in opposition
in such tabulations and as such will have the practical effect of reducing the
number of affirmative votes required to achieve a majority vote for a matter by
reducing the total number of shares from which a majority is calculated. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. Under stock exchange rules a broker
nominee who delivers this Proxy Statement to the beneficial owner will be
entitled to vote the shares on the election of directors and the ratification of
the appointment of auditors, even without the beneficial owner's instructions.
A Proxy, in the accompanying form, which is properly executed, duly returned to
the Company and not revoked, will be voted in accordance with the instructions
contained therein. If no specification is indicated on the Proxy, the shares
represented thereby will be voted (i) FOR the election of the seven nominees for
director; (ii) FOR the ratification of the appointment of the Company's
auditors; and (iii) in accordance with the judgment of the person or persons
voting the Proxies on any other matter that may be properly brought before the
Meeting. To the Company's knowledge, no other matter will be presented at the
meeting.
Solicitation of Proxies
The Proxy included with this Proxy Statement is solicited by the Board of
Directors of Moore Medical for use at the Meeting. You can submit your Proxy by
mailing it in the envelope provided. You may also be able to vote your shares by
telephone or by the Internet, if these options are available to you.
Instructions for telephone and Internet voting are included with your Proxy.
Moore Medical will pay all expenses of soliciting proxies to be voted at the
Meeting. After the Proxies are initially distributed, Moore Medical and/or its
agents may also solicit proxies by mail, telephone or in person. We have hired a
proxy solicitation firm, D.F. King & Co., Inc. to assist us in soliciting
proxies. We will pay D.F. King & Co., Inc. a fee of $4,000 plus their expenses.
After the Proxies are initially distributed, we will ask brokers, custodians,
nominees and other record holders to forward copies of the Proxy Statement,
Proxy and other materials to people for whom they hold shares of Common Stock,
and to request that the beneficial holders give them authority to sign the
Proxies. We will reimburse record holders for reasonable expenses they incur in
forwarding proxy materials to beneficial holders.
2
Revocation of Proxies
Execution and delivery of a Proxy will not affect a stockholder's right to
attend the Meeting and vote in person. A stockholder in whose name shares are
registered as of the Record Date and who has given a Proxy may revoke it at any
time before it is voted by executing and delivering a written revocation to the
Secretary of the Company, by execution and delivery of a later dated Proxy or by
attending the Meeting and voting by ballot (which has the effect of revoking the
prior Proxy). Attendance at the Meeting, however, will not in and of itself
revoke a Proxy.
A stockholder who is a beneficial owner but not registered as the record owner
as of the Record Date cannot vote his or her shares except by the stockholder's
broker, bank or nominee in whose name the shares are registered as of the Record
Date executing and delivering a proxy on his or her behalf or the stockholder
attending the Meeting with a proxy or other written authorization to vote from
the registered owner and voting.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, NOMINEES AND
OFFICERS
Certain Beneficial Owners
The following are believed by the Company, based on filings with the Securities
and Exchange Commission ("SEC"), to be the only persons who own beneficially
five percent or more of its voting securities outstanding, as of March 29, 2002:
Name and Address of Beneficial Owner Percent of
------------------------------------
Number Common Stock
of Shares Outstanding
--------- -----------
Heartland Advisors, Inc. (1) 409,500 13.0%
789 North Water St., Milwaukee, WI 53202
Vantage Venture Partners, LP / Christopher W. Brody (2) 210,000 6.7%
610 Fifth Avenue, 7/th/ Floor, New York, NY 10020
Dimensional Fund Advisors, Inc. (3) 194,900 6.2%
1299 Ocean Avenue, 11/th/ Floor, Santa Monica, CA 90401
Thomas Charitable Foundation (4) 186,943 5.9%
272 Undermountain Road, Salisbury, CT 06068
FHS Enterprises LLC (5) 157,700 5.0%
145 Huguenot Street, Suite 402, New Rochelle, NY 10801
(1) We obtained information about the shares owned by Heartland from the most
recent Schedule 13G filed by Heartland with the SEC on December 31, 2001.
Heartland's 409,500 shares may be deemed beneficially owned within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act") by (1) Heartland Advisors, Inc. by virtue of its investment
discretion and in some cases voting power over client securities, which may
be revoked; and (2) William J. Nasgovitz, as a result of his position with
and stock ownership of Heartland which could be deemed to confer upon him
voting and/or investment power over the shares Heartland beneficially owns.
Of these 409,500 shares, 242,700 shares also may be deemed beneficially
owned within the meaning of Rule 13d-3 of the Exchange Act by Mr. Nasgovitz
as a result of his position as an officer and director of Heartland Group,
Inc. which could be deemed to confer upon him voting power over the shares
Heartland Group beneficially owns.
(2) We obtained information about shares owned by Christopher W. Brody from the
most recent Schedule 13D filed by Mr. Brody with the SEC on August 7, 2000.
Mr. Brody's 210,000 shares include 50,000 shares owned by Vantage Venture
Partners, LP, as to which voting and dispositive power is exercised solely
by Mr. Brody in his capacity as Chairman of its general partner, Vantage
Partners, LLC.
(3) We obtained information about the shares owned by Dimensional Fund
Advisors, Inc. ("Dimensional") from the most recent Schedule 13G filed by
Dimensional with the SEC on February 17, 2002. Dimensional, an investment
advisor registered under Section 203 of the Investment Advisors Act of
4
1940, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager
to certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are referred to as the "Funds."
In its role as investment advisor or manager, Dimensional possesses voting
and/or investment power over the securities of the Company that are owned
by the Funds. All securities reported are owned by the Funds. Dimensional
has disclaimed beneficial ownership of such securities.
(4) The Thomas Charitable Foundation ("Foundation") is a trust established
pursuant to the laws of Florida. We obtained information about the shares
owned by the Foundation from a Non-Objecting Beneficial Owners listing as
of March 13, 2001. The Foundation's shares are held by the named trust, of
which Wilmer J. Thomas, Jr., a director of the Company, which as a
co-trustee has shared voting and shared investment power. He disclaims a
beneficial interest herein.
(5) We obtained information about the shares owned by FHS Enterprises LLC
("FHS") from the most recent Schedule 13D filed by FHS with the SEC on May
23, 2001. FHS was organized to acquire and hold securities and includes
Bruce J. Haber, Royce Kanofsky and Louis Buther (collectively, the
"Reporting Parties") Mr. Bruce J. Haber may be deemed to beneficially own
73,250 shares. Of these shares, 55,750 shares are directly owned by Mr.
Haber; 12,000 shares are owned by his wife of which Mr. Haber disclaims
beneficial ownership; 5,000 shares are owned by his daughter in a custodian
account in which Mr. Haber is the custodian; and 500 shares are attributed
to Mr. Haber by virtue of his part ownership of FHS; Mr. Royce Kanofsky
beneficially owns 72,150 shares of which 71,650 are owned directly by Mr.
Kanofsky and 500 shares are attributed to him by virtue of his part
ownership of FHS. Mr. Louis Buther beneficially owns 12,800 shares and FHS
beneficially owns 500 shares. The Reporting Parties, as a group,
beneficially owns 157,700 shares or 5.01% of the Company's shares.
5
Ownership of Management
The following table sets forth, as of March 29, 2002, the number of shares of
Moore Medical voting securities owned by all executive officers, directors and
nominees of Moore Medical individually and as a group. The persons named in the
table below have sole voting and investment power with respect to all of the
shares of Moore Medical voting securities owned by them, unless otherwise noted.
Percent
Name of Beneficial Owner Amount/Nature of of Common
------------------------ Beneficial Ownership Stock (1)
------------------- ---------
Linda M. Autore ............................................. 83,000 (2) 2.6%
President and Chief Executive Officer, Director
Christopher W. Brody ........................................ 210,000 (3) 6.5%
Director
Peter A. Derow .............................................. 10,000 *
Director
Steven Kotler ............................................... 155,520 (4) 4.8%
Director
Robert H. Steele ............................................ 89,000 (5) 2.8%
Chairman of the Board
Peter C. Sutro .............................................. 2,000 *
Director
Wilmer J. Thomas, Jr ........................................ 186,943 (6) 5.8%
Director
Dan K. Wassong .............................................. 1,000 *
Director
All Current Directors and Executive Officers as a Group ..... 759,763 (7) 23.5%
(10 persons)
* Less than 1% of the outstanding shares of Common Stock
(1) Based on 3,235,943 which represents issued and outstanding shares of
Common Stock on December 29, 2001 (3,153,943), plus 82,000 shares of
Common Stock that may be acquired by the person or group indicated
pursuant to any options and warrants exercisable within 60 days.
(2) Includes 50,000 shares pledged to the Company to secure a promissory
note payable to the Company and 27,000 shares underlying options
exercisable within 60 days.
(3) Includes 50,000 shares held by Vantage Venture Partners, LP of which
Mr. Brody is Chairman of its general partner, Vantage Partners, LLC,
and holds a beneficial interest in Vantage Venture Partners, LP.
(4) Excludes 300 shares owned by Mr. Kotler's wife, of which he
specifically disclaims beneficial ownership.
(5) Includes 35,000 shares underlying options exercisable within 60 days.
(6) Consists of shares held by Thomas Charitable Foundation, of which Mr.
Thomas is a Trustee and of which he specifically disclaims a
beneficiary ownership.
6
(7) Includes 82,000 shares underlying stock options granted to directors
and executive officers that are exercisable within 60 days. Also
includes 186,943 shares held by Thomas Charitable Foundation and
50,000 shares held by Vantage Venture Partners, LP.
7
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Moore Medical's directors are elected each year at the annual meeting. Seven
nominees for director are proposed to be elected at the Meeting. Each director
will hold office until the election and qualification of his or her successor or
earlier death, removal or resignation. The Board of Directors recommends the
election as directors of these nominees. Should any of the nominees not remain a
candidate for election at the date of the Meeting (which contingency is not now
contemplated or foreseen by the Board of Directors), Proxies solicited there
under will be voted in favor of those nominees who do remain candidates and may
be voted for substitute nominees selected by the Nominating Committee of the
Board of Directors. Assuming a quorum is present, a plurality of the votes of
the shares present, in person or by proxy, at the Meeting is required to elect
each of the nominees as a director in accordance with the Company's By-Laws.
Certain Information Regarding Nominees
The following table gives information as of March 29, 2002 concerning the
persons intended to be nominated on behalf of the Board of Directors for
election as directors. They are now members of the Board of Directors and their
current term of office expires at the election and qualification of their
successors at the Meeting.
Name Age Title
---- --- -----
Linda M. Autore 51 President and Chief Executive Officer,
Director
Christopher W. Brody 57 Director
Peter A. Derow 61 Director
Steven Kotler 55 Director
Robert H. Steele 63 Chairman of the Board
Wilmer J. Thomas, Jr. 75 Director
Dan K. Wassong 71 Director
Ms. Autore is President and Chief Executive Officer and has been a director of
----------
Moore Medical since August 1999. Ms. Autore joined Moore Medical in October 1998
as Senior Vice President Sales and Marketing. She was elected a Member of Office
of the President (Chief Executive Office) and to her present position in 1999.
Prior to joining Moore Medical, she was Senior Vice President, Worldwide
Marketing of Intellution, Inc., a division of Emerson Electric Corp., from 1997
to 1998. Prior thereto,
8
Ms. Autore was a business development and marketing consultant and also held
sales and marketing management positions of increasing responsibility at IBM
Corp. for fifteen years.
Mr. Brody has served as a director of Moore Medical since February 2000. Mr.
---------
Brody has been the Chairman of Vantage Partners LLC, a private investment firm
since January 1999. From 1971 through 1998, Mr. Brody was a partner of Warburg,
Pincus & Co. Mr. Brody serves as a director of Intuit, Inc. and several
privately held companies. He is the former Chairman of the National Venture
Capital Association.
Mr. Derow has served as a director since November 2001. He serves as a director
---------
of CACI, Inc., Dice, Inc. and several other privately held companies. During a
35-year career in the media and communications industries, he served as
President and CEO of Newsweek, Inc. and a director of the Washington Post
Company, President and CEO of CBS Publishing Group, a director of CBS, Inc. and
President and CEO of Institutional Investor, Inc. a wholly-owned subsidiary of
Capital Cities/ABC, Inc.
Mr. Kotler has served as a director since 1977. Mr. Kotler has been the Vice
----------
Chairman of Gilbert Global Equity Partners, a private equity firm since 2000. He
was formerly Co-Chairman, President and Chief Executive Officer of Schroder &
Co., Inc. (investment bankers). Mr. Kotler is a director of Del Laboratories,
Inc., a cosmetic and drugs company.
Mr. Steele became a director of Moore Medical in 1981. He has served as Chairman
----------
of the Board since February 1998. Mr. Steele is Vice Chairman of John Ryan
Company, an international financial services marketing firm and has so served
since 1997. Mr. Steele is a member of the Board of Directors of NLC Companies
(insurance), Scan Optics, Inc. (data entry), Smart Serv OnLine, Inc. (web and
wireless service provider) and the New York Mercantile Exchange.
Mr. Thomas has been a director of Moore Medical since 1977. He is a private
----------
investor and financial consultant. Mr. Thomas is also a director and the Vice
Chairman of American Country Holding Co. (insurance).
Mr. Wassong became a director of Moore Medical in 1994. He is Chairman,
-----------
President and Chief Executive Officer of Del Laboratories, Inc., a cosmetic and
drugs company. Mr. Wassong is also a director of Southern Union Company, a gas
utility company.
The Board of Directors recommends a vote FOR the election of the persons
nominated for director.
9
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers and
directors and persons who own more than ten percent of the Common Stock of the
Company to file reports of ownership and changes in ownership with the SEC and
the exchange on which the Common Stock is listed for trading. Executive
officers, directors and more than ten percent stockholders are required by
regulations under the Exchange Act to furnish the Company with copies of all
Section 16(a) reports filed. Based on the Company's review of such reports filed
for its fiscal year ended December 29, 2001, the Company believes that all
reporting requirements applicable to its executive officers, directors and more
than ten percent stockholders were complied with in a timely manner for the year
ended December 29, 2001.
Executive Officers of the Company
Set forth below are the names, ages and positions of the executive officers of
the Company.
Name Age Position
---- --- --------
Linda M. Autore 51 President and Chief Executive Officer
Jon Garrity 40 Senior Vice President, Supply Chain
Jerry Flasz 41 Executive Vice President and Chief Technology Officer
James R. Simpson 51 Executive Vice President and Chief Financial Officer
Mr. Garrity has served as Senior Vice President of Supply Chain since October 1,
-----------
2001. Mr. Garrity joined the Company as Vice President of Supply Chain in June
2000. Prior to joining Moore Medical, he was Vice President of Logistics for
Remington Products from 1998 to 2000 and with the BIC Corporation from 1989 to
1998 in various supply chain capacities.
Mr. Flasz has served as Chief Technology Officer (CTO) and Executive Vice
---------
President, Information Systems since January 15, 2001. Prior to joining Moore
Medical, he was Vice President of eCommerce/End User Computing Information
Systems, Revlon Corporation, from 1998 to 2001; and Vice President of
Operations, A.P. Products LTD, from 1993 to 1998.
Mr. Simpson has served as Executive Vice President and Chief Financial Officer
-----------
since March 5, 2001. Prior to joining Moore Medical, he was Executive Vice
President and Chief Financial Officer, C.S. Brooks, Inc. (a private home textile
company) from 1998 to 2001; Secretary and Director, C.S. Brooks, Inc. from 1998
to 2000; Senior Vice President and Chief Financial Officer, C.S. Brooks, Inc.,
from 1997 to 1998; Partner, Greenwich Treasury Advisors, LLC (a financial
management consulting firm) from 1996 to 1997 and a Managing Director from 1995
to 1996; and Treasurer, Sandoz Corporation (now Novartis) from 1990 to 1994.
10
Meetings of Board and Committees
Board of Directors
The Board of Directors is responsible for supervision of the overall affairs of
the Company. To assist it in carrying out its duties, the Board has delegated
certain authority to several committees. The Board of Directors held five
meetings during 2001 at which formal action was taken. All directors attended
75% or more of the meetings of the Board, with the exception of Mr. Wassong.
Following the Annual Meeting of Stockholders, the Board will consist of seven
directors. In the interim, between annual meetings, the Board has the authority
under the By-Laws to increase or decrease the size of the Board and fill
vacancies.
Committees of the Board
The Executive Committee, the Audit Committee, the Compensation Committee, and
the Nominating Committee are the standing committees of the Board of Directors.
Following are the names of the directors currently serving on each committee:
Executive Audit Compensation Nominating
--------- ----- ------------ ----------
Steven Kotler* Peter A. Derow Christopher W. Brody Steven Kotler
Robert H. Steele Steven Kotler Steven Kotler Wilmer J. Thomas, Jr.
Wilmer J. Thomas, Jr. Robert H. Steele* Wilmer J. Thomas, Jr.
Wilmer J. Thomas, Jr.
* Chair
Executive Committee
The Executive Committee is empowered to act for the full Board in intervals
between Board meetings, with the exception of certain matters that by Delaware
General Corporate Law may not be delegated. The committee meets as often as
necessary, and all actions by the Committee are reported at the next Board of
Directors meeting. The committee held three meetings in 2001.
Audit Committee
The Audit Committee is responsible for reviewing reports of the Company's
financial results, audits, internal controls and compliance with federal
procurement laws and regulations. The committee recommends to the Board of
Directors the selection of the Company's independent accountants and reviews
their procedures for ensuring their independence with respect to the services
performed for the Company. Moore Medical's Board of Directors adopted a written
charter for the Audit Committee during 2000 which was included as Appendix A to
the 2001 Proxy Statement.
The Audit Committee is composed of outside directors who are not officers or
employees of Moore Medical. In the opinion of the Board, as "independent" is
defined under the standards of the American Stock Exchange, these directors are
independent of management and free of any relationship that would interfere with
their exercise of independent judgment as members of the committee. The
committee held three meetings during 2001.
11
Nominating Committee
The Nominating Committee advises and makes recommendations to the Board on all
matters concerning directorship practices and compensation for non-employee
directors and recommendations concerning the functions and duties of the
committees of the Board. The committee held one meeting in 2001.
The Nominating Committee also considers nominees recommended by stockholders of
the Company. Stockholders wishing to submit recommendations for the 2003 Annual
Meeting must comply with the procedures, requirements and time limitations set
forth in the Company's By-laws and outlined in this Proxy Statement under
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2003 ANNUAL MEETING - Nominating
Procedures.
Compensation Committee
The Compensation Committee has responsibility for administering and approving
all elements of compensation for elected corporate officers and certain other
senior management positions. It also approves, by direct action or through
delegation, participation in bonus and option programs. The committee reports to
stockholders on executive compensation items as required by the SEC. The
committee held three meetings in 2001.
Compensation of Directors
A director who is not also a salaried employee receives an annual fee of $8,000
plus $1,000 for each Board meeting attended. A member of the Executive Committee
who is not a salaried employee receives an annual additional fee of $1,000 for
services in such capacity. A member of the Audit Committee receives $2,000
annually for services in such capacity. In addition, pursuant to Board action,
(i) Mr. Steele is paid a fee of $100,000 per annum as the non-executive Chairman
of the Board of Directors for Board services, (ii) Mr. Kotler is paid a fee of
$50,000 per annum as Chairman of the Executive Committee, and (iii) Mr. Thomas
is paid a fee of $50,000 per annum under a consulting arrangement with the
Company. Directors are reimbursed for related expenses.
The following Compensation Committee, Audit Committee and Executive Committee
Reports do not constitute soliciting material and shall not be deemed "filed" or
incorporated by reference into any other company filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except
to the extent the company specifically incorporates these Compensation
Committee, Audit Committee and Executive Committee Reports by reference therein.
Compensation Committee Report
In 2001, the Committee approved all forms of compensation for Named Officers
including employment agreements, base salaries, annual bonuses and stock
options. Mr. Brody was appointed by the Board of Directors to the Compensation
Committee beginning May 24, 2001 joining Messrs. Kotler and Thomas on the
Committee.
Key senior executive officers entered into employment agreements with the
Company during 2001: Linda M. Autore, the Company's President and Chief
Executive Officer since August 1999, entered
12
into an amended and restated employment agreement dated as of January 1, 2001;
Jerry Flasz, its Executive Vice President and Chief Technology Officer, entered
into an employment agreement in November 2000 and joined the Company on January
15, 2001; James R. Simpson, the Company's Executive Vice President and Chief
Financial Officer entered into an employment agreement dated March 5, 2001 and
Jon Garrity, the Company's Senior Vice President, Supply Chain entered into an
employment agreement dated November 13, 2001. Each employment agreement provided
for a compensation package consisting of a base salary, the potential for an
annual bonus under the current year's Executive Officers' Bonus Plan, and an
option to purchase common stock under the Company's stock option plan.
The Committee aligned the value of the Named Officers' compensation packages
with those of the stockholders by tying (i) cash bonus compensation to the
Company's financial performance, through the 2001 Executive Officers' Bonus
Plan, and (ii) long term incentives to growth in the Company's stock price,
through the grant of options. The components of the Named Officers' compensation
packages, which the Committee reviewed and approved, were, accordingly:
Base Salaries. Base salaries reflected the achievements, responsibilities and
experience of the individual, as well as competitive conditions in the executive
employment market.
Annual Bonuses. In 2001, incentive bonuses for Named Officers under the 2001
Executive Officers' Bonus Plan were approved by the Committee. This plan
entitled Named Officers to earn bonuses, ranging from 0% to 37.5% of their
annual salaries, if the Company's net revenue exceeded specified amounts.
Stock Options. Stock options were granted to the Named Officers upon hire and/or
promotion date based on competitive and performance factors with exercise prices
equal to the closing market price of the Common Stock on the dates of the
grants. The options become exercisable in four equal annual cumulative
installments, starting on the first anniversary of the date of grant.
Christopher W. Brody
Steven Kotler
Wilmer J. Thomas, Jr.
Executive Committee Report on CEO Compensation
Ms. Autore has served as President and Chief Executive Officer since August
1999. Her 2001 compensation was determined by her employment agreement. See
"Employment Related Agreements" on page 17. She received a base salary of
$279,567 during the year 2001. On January 11, 2001, the Company's Board of
Directors authorized the sale of 50,000 shares of common stock from the
Company's treasury shares at the then current market price to Ms. Autore in
consideration of Ms. Autore's execution and delivery of a promissory note
secured by said shares in the principal amount of $281,250 pursuant to the terms
and conditions set forth in an Executive Compensation Agreement, Recourse
Promissory Note and Pledge Agreement, dated January 11, 2001.
Steven Kotler, Chair
Robert H. Steele
Wilmer J. Thomas, Jr.
13
Audit Committee Report
Management is responsible for the preparation and integrity of the Company's
financial statements. The Committee reviewed the Company's audited financial
statements for the year ended December 29, 2001 and met with both management and
PricewaterhouseCoopers LLP, the Company's independent auditors (the "Auditors")
to discuss those financial statements, including the critical accounting
policies on which the financial statements are based. Management and the
Auditors have represented to the Committee that the financial statements were
prepared in accordance with generally accepted accounting principles.
The Committee also discussed with the Auditors the matters required to be
discussed by SAS 61 Codification of Statements on Auditing Standards (AU ss.
380). The Audit Committee has received the written disclosures and the letter
from the Auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with the
----------------------------------------------
Auditors their independence. Based on the review and discussions described in
this paragraph, the Audit Committee recommended to the Board of Directors of the
Company that the Financial Statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 2001.
The Audit Committee concluded that the non-audit services rendered in 2001 did
not impair the independence of PricewaterhouseCoopers LLP.
Robert H. Steele, Chair
Peter A. Derow
Steven Kotler
Wilmer J. Thomas, Jr.
PROPOSAL NO. 2 - RATIFICATION OF SELECTIONS OF INDEPENDENT AUDITORS
We have selected PricewaterhouseCoopers LLP as our independent auditors to
perform the audit of and report on Moore Medical's financial statements for the
fiscal year ending December 28, 2002, and we are asking stockholders to ratify
our selection. Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Meeting. They will have the opportunity to make a statement at
the Meeting if they wish to do so, and they will be available to respond to
appropriate questions from stockholders.
14
The Audit Committee reviewed aggregate fees paid to PricewaterhouseCoopers LLP
in the year 2001 which were as follows:
Audit Fees $156,431
All Other Fees:
Tax $ 24,947
Misc. Consulting - 401K 10,700
--------
Total All Other Fees 35,647
--------
Total Fees $192,078
========
The Board of Directors recommends a vote FOR ratification of the selection of
PricewaterhouseCoopers LLP.
15
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Executive Compensation
The following table sets forth the annual and long-term compensation for the
fiscal year ended December 29, 2001 and for the two prior fiscal years for Linda
M. Autore, the Company's President and Chief Executive Officer, the four other
most highly compensated executive officers of the Company (the "Named Officers")
who served in such capacity on December 29, 2001 and whose total annual
compensation exceeded $100,000 in said fiscal year and the compensation paid to
the former Executive Vice President of Operations and the former Senior
Executive Vice President Sales, Marketing and E business. The Company has not
granted stock appreciation rights.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------- ------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
------------------ ---- ------ ----- -------- ------------
($) ($) (#) ($)
--- --- --- ---
Linda M. Autore, 2001 279,567 -- -- 4,800 (1)
President and Chief Executive Officer since 2000 260,577 -- 27,000 4,800 (1)
August 17, 1999, Member Office of the 1999 168,068 11,225 15,000 --
President (Chief Executive Office) June 15,
1999-August 17, 1999, Senior Vice President
Sales and Marketing since October 1998.
Jerry Flasz, 2001 193,896 -- 20,000 4,365 (1)
Executive Vice President and Chief Technology 2000 -- -- -- --
Officer since January, 2001 1999 -- -- -- --
Jon Garrity, 2001 153,692 -- 10,000 4,611 (1)
Senior Vice President, Supply Chain since 2000 72,500 -- 10,000 1,950 (1)
November, 2001, Vice President, Supply Chain 1999 -- -- -- --
from June, 2000 until November, 2001
Kenneth S. Kollmeyer, 2001 73,558 -- -- 109,471 (2)
Executive Vice President of Operations since 2000 205,789 -- 26,000 4,800 (1)
1999 and until March 2001. Member Office of 1999 185,120 71,658 -- 9,800 (1)
the President (Chief Executive Office), 1999,
Senior Vice President Operations, 1992-1999.
Chad A. Roffers, 2001 183,873 -- -- 4,800 (1)
Senior Executive Vice President Sales, 2000 107,077 40,875 50,000 40,000 (3)
Marketing and E business from September, 1999 -- -- -- --
2000 until September 2001.
16
James R. Simpson, 2001 185,288 -- 30,000 3,390 (1)
Executive Vice President and Chief Financial 2000 -- -- -- --
Officer since March 2001. 1999 -- -- -- --
(1) Consists of the Company's contribution to the named officer's retirement
account under its defined contribution plan.
(2) Included in Mr. Kollmeyer's other compensation for 2001 is $108,173 paid
under a Severance, Consulting and Non-Competition Agreement dated March 2,
2001, and a contribution of $1,298 to his retirement account under the
Company's contribution plan.
(3) Included in Mr. Roffer's other compensation for 2000 is $40,000 for
relocation.
Employment Related Agreements
Linda M. Autore has an amended and restated employment agreement, dated as of
January 1, 2001, to continue to serve as the Company's President and Chief
Executive Officer for a term starting March 1, 2001 and ending December 31,
2002. Under the agreement, Ms. Autore's 2001 annual base salary rate was
$287,500 from March 1, 2001 with an inflationary adjustment in 2002.
Mr. Garrity has an employment agreement, dated as of November 13, 2001, to serve
as the Company's Senior Vice President, Supply Chain for a term starting October
1, 2001 and ending December 31, 2002. Under the agreement, Mr. Garrity's 2001
annual base salary rate was $172,000 from October 1, 2001 with an inflationary
adjustment in 2002. Detailed information on Mr. Garrity's options can be found
in the table "Option Grants in Last Fiscal Year".
Mr. Flasz has an employment agreement, dated as of November 22, 2000, to serve
as the Company's Chief Technology Officer for a term starting January 15, 2001
and ending December 31, 2002. Under the agreement, Mr. Flasz's 2001 annual base
salary rate was $210,000 with an inflationary adjustment in 2002. Detailed
information on Mr. Flasz's options can be found in the table "Option Grants in
Last Fiscal Year".
Mr. James R. Simpson has an employment agreement, dated as of March 5, 2001, to
serve as the Company's Executive Vice President and Chief Financial Officer for
a term starting March 5, 2001 and ending December 31, 2002. Under the agreement,
Mr. Simpson's 2001 annual base salary rate was $235,000 with an inflationary
adjustment in 2002. Detailed information on Mr. Simpson's options can be found
in the table "Option Grants in Last Fiscal Year".
Each executive officer's employment agreement or amended and restated employment
agreement entitles him or her to participate under the Executive Officers' Bonus
Plan, in effect for the applicable fiscal year, entitling each a percentage of
his/her annual salary if the Company obtains specific key metrics (as defined in
the plan). Under the Company's 2001 - 2002 Change of Control and Position
Payment Plan, each executive officer participates under the plan entitling each
to a payment equal to a percentage ranging from 50% to 100% of his/her salary in
the event of a change of control (as defined in the plan) followed by a
termination of employment on or following a change of position (as defined in
the plan) within twelve months after the change of control. In the event an
executive officer becomes entitled to a severance payment, he or she will also
be entitled to acceleration of
17
exercisability of 50% of the otherwise unexercisable installments of the stock
options granted when such officer entered into his or her employment agreement.
Defined Benefit Plans
The following table shows the estimated annual benefits payable under the Plan
upon retirement at age 65 to persons in specified remuneration and years-of-
service classifications:
Average Highest
Consecutive Years of Service
5 Years' -----------------------------------------------------------------
Compensation 10 Years 15 Years 20 Years 25 Years
------------ -------- -------- -------- --------
$130,000 $19,763 $29,644 $39,525 $49,406
$140,000 $21,613 $32,419 $43,225 $54,031
$150,000 $23,463 $35,194 $46,925 $58,656
$160,000 $25,313 $37,969 $50,625 $63,281
$170,000 $27,163 $40,744 $54,325 $67,906
The Company has a noncontributory, defined benefit pension plan (the "Plan").
Under the Plan, retirement benefits are based on the number of years of service
(up to a maximum of 25 years) multiplied by the sum of (i) 1.25% of the
employee's average base compensation during the highest consecutive five years,
and (ii) 0.6% of such compensation in excess of earnings for Social Security
benefits as promulgated in an Internal Revenue Service "Covered Compensation
Table Number l"; the normal form of payment is a single life annuity with ten
(10) years certain. Base compensation taken into account under the Plan is equal
to the salary reported in the Summary Compensation Table, contained elsewhere
in this Proxy Statement, except that the Internal Revenue Code limits the
compensation that may be taken into account in calculating benefits payable
under the Plan to $170,000 (as such, may change from time to time).
Ms. Autore will have 18 years, Mr. Flasz will have 25 years, Mr. Garrity will
have 27 years, and Mr. Simpson will have 15 years of service assuming retirement
from the Company at age 65.
Stock Options
Option Grants in Last Fiscal Year
The following table sets forth information concerning the number of options
granted and the potential realized value of the stock options granted to each of
the Company's Named Officers to whom options were granted during its fiscal year
ended December 29, 2001:
18
Individual Grants
-----------------
Potential
Percent of Realizable Value at
Total Assumed Annual
Number of Options Exercise Rates of Stock Price
Securities Granted to or Appreciation for
Underlying Employees Base Option Term
Options in Fiscal Price Expiration ----------------
Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ---------- -------- ---------- ----------------
Jerry Flasz 20,000 13.5% $6.00 1/14/06 33,154 73,261
Jon Garrity 10,000 6.8% $7.20 11/7/06 19,892 43,957
James R. Simpson 30,000 20.3% $7.50 3/5/06 62,163 137,365
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information concerning options exercised during
the fiscal year ended December 29, 2001 and the number of unexercised options
and the imputed value thereof held by the Named Officers at December 29, 2001:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End (#) Fiscal Year-End($)
Acquired ------------------- ------------------
on Value
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ----------- ------------- ----------- -------------
(#)
---
Linda M. Autore -- -- 20,250 29,750 -- --
Jerry Flasz -- -- -- 20,000 -- $57,000
Jon Garrity -- -- 7,500 12,500 $2,625 $17,375
James R. Simpson -- -- -- 30,000 -- $40,500
Compensation Committee Interlocks and Insider Participation
The current members of the Company's Compensation Committee are Messrs. Brody,
Kotler and Thomas, none of whom is or has been an officer or an employee of the
Company. There were no "Compensation Committee Interlocks" during fiscal year
2001.
Indebtedness of Management
On January 11, 2001, the Board of Directors authorized the sale of 50,000
shares of common stock from the Company's treasury at the then current market
price to Ms. Autore, President and Chief Executive Officer of the Company, in
consideration of Ms. Autore's execution and delivery of a promissory note in the
principal amount of $281,250. The promissory note bears an interest rate of
6.0% per annum and is secured by said shares. During 2001 and as of March 29,
2002, the amount due to the Company under the Ms. Autore's note was $281,250.
COMPARISON OF TOTAL STOCKHOLDER RETURN
The graph below compares the cumulative total stockholders' return of the Common
Stock of the Company for the last five years with the American Stock Exchange
Composite Index and a composite index of Medical, Dental & Hospital Equipment &
Supply companies. The peer group composite index consists of the following six
companies within SIC Code 5047 Medical, Dental and Hospital Equipment and
Supplies (weighting based upon market capitalization): Cantel Medical Corp.
(CNTL), Henry Schein, Inc. (HSIC), Owens
19
& Minor, Inc. (OMI), Prod-Dex, Inc. (PDEX), PSS World Medical, Inc. (PSSI), and
US-China Industrial Exchange, Inc. (CHDX). In the prior years' Proxy Statements,
the Standard & Poor's Wholesale-Medical, Dental & Hospital Equipment & Supply
Index ("S&P Index") was utilized as a peer index; however, this index
calculation is no longer available. For comparative purposes, the S&P Index has
been provided through the year ending December 31, 2000. The graph plots the
value of a $100 investment on December 31, 1996, assuming that all dividends
were reinvested.
Return to Stockholders
Moore Medical Corp.
[GRAPH]
Return to Shareholders
Moore Medical Corp.
INDEXED RETURNS
Base
Period
Dec. 96 Dec. 97 Dec. 98 Dec. 99 Dec. 00 Dec. 01
------- ------- ------- ------- ------- -------
Moore Medical Corp. 100 106.15 131.71 95.12 47.61 84.39
American Stock Exchange Index 100 125.32 134.49 176.81 165.72 150.81
Peer Group 100 106.91 101.83 62.29 101.11 114.87
ANNUAL REPORT
All stockholders of record as of April 11, 2002 are being sent concurrently with
this Proxy Statement a copy of the Company's 2001 Annual Report. The 2001 Annual
Report is not incorporated by reference into this Proxy Statement and is not to
be deemed a part hereof. The Company's consolidated financial statements for the
fiscal years ended January 1, 2000, December 30, 2000 and December 29, 2001, as
well as additional information required to be provided to stockholders pursuant
to Rule 14a-3(b) under the Exchange Act, are included in the 2001 Annual Report.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2003 ANNUAL MEETING
Stockholder Proposals
If a Stockholder intends to present a proposal at the Company's 2003 Annual
Meeting of Stockholders and seeks to have the proposal included in the Company's
Proxy Statement relating to that meeting, pursuant to Rule 14a-8 of the Exchange
Act, the proposal must be received by the Company no later than the close of
business on December 19, 2002. A stockholder may present a proposal not included
in said Proxy Statement at the Company's 2003 Annual Meeting of Stockholders
only if it is presented in compliance with the Company's By-Laws and the Company
has notice of such a matter no later than April 17, 2003; however, nominations
are governed by special By-Law procedures (described below). Any proposal
submitted after April 17, 2003 will be considered untimely and the
19
Company's Proxies will have discretionary voting authority with respect to such
matter. Any proposals, as well as any related questions, should be directed to
the Chief Financial Officer of the Company.
Nominating Procedures
The Company's By-Laws provide that any stockholder entitled to vote for the
election of directors may nominate persons for election as directors only if
such stockholder has given written notice of such stockholder's intent to make
such nominations, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Company, in care of the Chief Financial
Officer, Moore Medical Corp., P.O. Box 1500, New Britain, CT 06050, not later
than 60 days before the date of an annual meeting and not less than seven days
after the date on which notice of a special meeting is first given to
stockholders. Each such notice shall set forth:
(a) The name and address of the stockholder who intends to make the
nominations and of the person or persons to be nominated;
(b) A representation that the stockholder is a holder of record of stock
of the Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice;
(c) A description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which nominations are to be made
by the stockholder;
(d) Such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the SEC; and
(e) The consent of each nominee to serve as a director of the Company if
so elected.
The presiding officer of the annual or special meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure. The Company has not received notice of nominations other than those
proposed by management.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP are the independent public accountants for the
Company. A representative of PricewaterhouseCoopers LLP is expected to be
present at the 2002 Annual Meeting of Stockholders and will be available to
answer appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the Company
does not know of any other matters to be brought before the Meeting. However, if
any other matters not mentioned in the Proxy Statement are properly brought
before the Meeting or any
21
adjournments thereof, the persons named in the enclosed Proxy or their
substitutes will have discretionary authority to vote Proxies given in said
form, or otherwise act in respect of such matters in accordance with their best
judgment.
It is important that Proxies be returned promptly. Stockholders are, therefore,
urged to fill in, date, sign and return the Proxy immediately. No postage need
be affixed if the Proxy is mailed in the enclosed envelope in the United States.
A STOCKHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
ITS FISCAL YEAR ENDED DECEMBER 29, 2001 WITHOUT CHARGE BY WRITING TO: CHIEF
FINANCIAL OFFICER, MOORE MEDICAL CORP., P.O. BOX 1500, NEW BRITAIN, CONNECTICUT
06050, OR E-MAIL TO: WWW.IR@MOOREMEDICAL.COM.
BY ORDER OF THE BOARD OF DIRECTORS
JOSEPH GREENBERGER, ESQ.
Secretary
April 21, 2002
22
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MOORE MEDICAL CORP. - ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 23, 2002
The undersigned hereby appoints JAMES R. SIMPSON and JOSEPH
GREENBERGER, and each of them, with the full power of substitution, and as
proxies to represent the undersigned at the Annual Meeting of Stockholders
to be held at The Algonquin Hotel, in Gallery 1, located at 59 West 44th
Street, New York, NY 10036 on May 23, 2002, at 11:00 A.M., and at any
adjournment or postponement thereof, and to vote all the shares of stock
the undersigned would be entitled to vote if personally present at the
meeting as indicated on the reverse side.
(To be signed on the reverse side)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[X] Please mark your votes as in this example
The Board of Directors recommends a vote FOR Proposals 1 and 2.
FOR WITHHOLD
all nominees authority to vote Nominees: Linda M. Autore, FOR AGAINST ABSTAIN
(see instructions) for all nominees Christopher Brody Peter [_] [_] [_]
1. ELECTION OF [_] [_] A. Derow, Steven Kotler,
DIRECTORS Robert H. Steele, Wilmer
J. Thomas, Jr. Dan K. 2. Ratification of
Wassong appointment of
Pricewaterhouse-
Coopers LLP as our
Instruction: To withhold authority to vote for any nominee(s), independent auditors
print the name(s) on the line below.
_____________________________________________________________
IN THEIR DISCRETION THE PROXIES
ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE
MEETING
The shares represented by this proxy will be voted as directed. If no contrary NOTE REGARDING SIGNATURE: Please sign
instruction is given, the shares will be voted FOR the Election of Directors and date as name appears hereon and
and FOR Proposal Number 2. return promptly. Joint owners should
each sign. When signing as Corporate
Officer, Partner, Executor
SIGNATURE(S) ___________________________________ DATE _______________________ Administrator, Trustee or Guardian,
please give full title. Please note
any change in your address alongside
the address as it appears hereon.
--------------------------------------------------------------------------------