ELECTION OF DIRECTORS (PROXY ITEM NO. 1)
Eight directors are to be elected at the Meeting, each to serve for a
term of one year and thereafter until their successors are duly elected
and qualified. All of the nominees are presently directors of the
Corporation.
Unless authority to vote is withheld, the enclosed Proxy will be
voted for the election of the nominees as directors of the Corporation.
If any one or more of the nominees becomes unavailable for election,
which is not anticipated, the holders of the Proxies, acting pursuant
to the authority granted by the Proxy, will vote for such person or
persons as may be designated by the Board of Directors.
The name of each nominee, the year each present director first joined
the Board, and the nominees' principal occupations and ages are:
DIRECTOR
NAME SINCE PRINCIPAL OCCUPATION AGE
---- -------- -------------------- ---
Milford Bohm 1942 Managing Partner of Milford Bohm and Associates, 73
personal investments
Alyn V. Essman 1968 Chairman and Chief Executive Officer of 63
the Corporation
Russell Isaak 1992 President of the Corporation 52
Mary Ann Krey 1994 Chief Executive Officer, Krey Distributing Co., an 47
Anheuser-Busch beer distributor in St. Charles and Lincoln Counties,
Missouri
Lee M. Liberman 1982 Chairman Emeritus of the Board of Laclede Gas 73
Company, a St. Louis, Missouri public utility
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DIRECTOR
NAME SINCE PRINCIPAL OCCUPATION AGE
---- -------- -------------------- ---
Nicholas L. Reding 1992 Vice Chairman of Monsanto Company, a St. Louis, 60
Missouri based manufacturer of chemicals, pharmaceuticals, and other
products
Martin Sneider 1994 Co-chairman of the Executive Committee of Edison 52
Brothers Stores, Inc., a St. Louis, Missouri based company that
operates specialty chains nationwide
Robert L. Virgil 1982 Principal, Edward D. Jones, a full service retail 60
brokerage firm located in St. Louis, Missouri
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Mr. Bohm founded the predecessor of the Corporation in 1942 and was
employed by the Corporation from that time until retirement in February
1988 in various positions, including Chief Executive and Chairman until
1973, and then as Chairman of an officers' committee until his election
as Chairman Emeritus in 1978. Since his retirement from CPI, Mr. Bohm
has served as Managing Partner of Milford Bohm & Associates.
Mr. Essman joined the Corporation in 1956 as Controller. He was
appointed President in 1969 and has served as Chairman and Chief
Executive Officer of the Corporation since 1973. He currently chairs
the Corporation's Executive Committee of officers.
Mr. Isaak joined the Corporation as Controller in 1972. He became the
Corporation's Chief Financial Officer in 1978 and was appointed Vice
President/Finance in 1979 and Executive Vice President-Finance/
Administration in February 1982. Effective February 1992, he was
appointed President of the Corporation and is also a member of the
Corporation's Executive Committee of officers.
Ms. Krey is Chief Executive Officer of Krey Distributing Co., an
Anheuser-Busch beer distributor in the metropolitan St. Louis market.
She has served in that capacity since 1986. Ms. Krey is a trustee of
Washington University in St. Louis. She also serves as a director of
Commerce Banks of St. Louis and St. Charles County, Laclede Gas
Company, and a number of other organizations in Missouri.
Mr. Liberman is Chairman Emeritus of Laclede Gas Company, a St.
Louis, Missouri public utility. He served as Chairman of the Board of
that company from April 23, 1976 until his retirement from the Board on
January 27, 1994. He is also a director of Angelica Corporation,
Boatmen's Bancshares, Inc., Falcon Products, Inc., Insituform Mid-
America, Inc., INTERCO Incorporated and DT Industries.
Mr. Reding is Vice Chairman of Monsanto Company, a St. Louis,
Missouri based manufacturer of chemicals, pharmaceuticals and other
products distributed worldwide. From 1990 through 1992 he served as
Executive Vice President of Monsanto, with responsibility for
environment, safety, health and manufacturing operations. From 1986
until 1990, he served as President of Monsanto Agricultural Company, an
operating unit of Monsanto Company. Mr. Reding joined Monsanto in 1956.
He also serves as a director of Monsanto Company, Multifoods Corp. and
Meredith Corp.
Mr. Sneider is Co-chairman of the Executive Committee of Edison
Brothers Stores, Inc., a St. Louis, Missouri based company that
operates numerous specialty chains nationwide. He served as President
of that company from 1987 until 1995 and has held various positions
within Edison Brothers since 1968. Mr. Sneider has served on Edison
Brothers' Board of Directors since 1978. Mr. Sneider also serves as a
director of Angelica Corporation and Mercantile Trust Company, N.A. He
is Chairman of the Board of Trustees of St. Louis Children's Hospital.
On September 1, 1993, Mr. Virgil became a principal with Edward D.
Jones, a full service retail brokerage firm located in St. Louis,
Missouri. Prior to accepting that position, Mr. Virgil served as
Executive Vice Chancellor of University Relations and Dean of the John
M. Olin School of Business of Washington University in St. Louis. He
joined the Washington University faculty in 1961. He also serves as a
director of General American Life Insurance Company and Maritz, Inc.
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EXECUTIVE OFFICERS
Following is a list of all individuals who served as Corporate
Executive Officers during 1994:
Alyn V. Essman (63)............... Chief Executive Officer. Mr. Essman joined the
Corporation in 1956 as Controller. He was
appointed President in 1969 and has served as
Chairman and Chief Executive Officer of the
Corporation since 1973. He currently chairs the
Corporation's Executive Committee of officers.
Russell Isaak (52)................ President. Mr. Isaak joined the Corporation as
Controller in 1972. He became the Corporation's
Chief Financial Officer in 1978 and was appointed
Vice President/Finance in 1979 and Executive Vice
President-Finance/Administration in February 1982.
In February 1992, he was appointed President of
the Corporation and is also a member of the
Corporation's Executive Committee of officers.
David E. April (52)............... Senior Executive Vice President. Mr. April joined
the Corporation in 1963 as a supervisor trainee
and subsequently became Vice President of
Laboratory Operations. In 1981, he became Vice
President and General Manager of Laboratory
Operations. In February 1984, he became President
of Laboratory Operations, and in February 1987, he
was named President of Manufacturing. Effective
February 1992, Mr. April was appointed Senior
Executive Vice President and is a member of the
Office of the President and of the Executive
Committee of officers.
Patrick J. Morris (55)............ Senior Executive Vice President. Mr. Morris
joined the Corporation in May 1985 as its
Executive Vice President-Marketing. Effective
February 1992, he was appointed Senior Executive
Vice President and is a member of the Office of
the President and of the Executive Committee of
officers.
Barry C. Arthur (52).............. Executive Vice President-Finance and Chief
Financial Officer. Mr. Arthur joined the
Corporation in 1965 as an accountant and
subsequently became Controller. In 1981, he was
appointed Treasurer, and in July 1983, he was
named Vice President-Finance. Mr. Arthur was
appointed to his current position effective
February 1992 and is a member of the Executive
Committee of officers.
Jane E. Nelson (45)............... Secretary and General Counsel. Ms. Nelson joined
the Corporation in 1988 as Assistant General
Counsel and subsequently served as Associate
General Counsel and Assistant Secretary. She was
promoted to her current position in February 1993
and is a member of the Corporate Development
Council.
Fran Scheper (49)................. Executive Vice President-Human Resources. Ms.
Scheper joined the Corporation in 1967 as
Personnel Assistant. She was promoted to Assistant
Personnel Director in 1982 and in January 1987
became Vice President-Human Resources. She was
appointed to her current position in February 1992
and is a member of the Executive Committee of
officers.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's best knowledge, the following table sets forth
beneficial owners of more than five percent of the common stock of the
Corporation.
(1) (2) (3) (4)
TITLE NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------- ------------------- -------------------- ----------
Common Stock New South Capital Management 1,865,417<F1> 13.4%
755 Crossover Lane, Ste. 233
Memphis, Tennessee 38117
Common Stock FMR Corp. 1,616,200<F2> 11.8%
82 Devonshire Street
Boston, Massachusetts 02109
Common Stock Systematic Financial Management, Inc.
("Systematic"), Cash Flow Investers, Inc. ("CFI"), and
Kenneth S. Hackel ("Hackel") 1,312,579<F3> 9.45%
Two Executive Drive
Fort Lee, New Jersey 07024
Common Stock Dalton, Greiner, Hartman, Maher & Co. 787,800<F4> 5.75%
630 Fifth Ave., Ste. 3425
New York, New York 10111
- -----
<F1> New South Capital Management, an Investment Advisor registered
under Sec. 203 of the Investment Advisers Act of 1940, was the
owner of 1,865,417 shares as of December 31, 1994, representing
approximately 13.4% of the total shares outstanding on that day.
New South Capital Management has sole voting power and sole
dispositive power for all of the shares.
<F2> As reported on its Schedule 13G dated February 13, 1995, FMR Corp.,
a parent holding company in accordance with Section
240.13d-1(b)(ii)(G), was the owner of 1,616,200 shares,
representing approximately 11.8% of the total shares outstanding on
that day. FMR has sole voting power as to 415,400 shares, shared
voting and dispositive power as to none of the shares and sole
dispositive power as to all the shares reported.
<F3> As reported as a Group in accordance with Rule
240.13d-1(b)(1)(ii)(H) on their Schedule 13D, Amendment No. 2,
dated December 2, 1994, Systematic beneficially owns 1,307,079
shares, or approximately 9.41% of the total shares outstanding on
that day. CFI beneficially owns 5,500 shares, or approximately .04%
of the total shares outstanding on that day. Hackel, the majority
shareholder, President and principal executive officer of both
Systematic and CFI, may be deemed to beneficially own the 1,312,579
shares owned in the aggregate by Systematic and CFI, representing
approximately 9.45% of the total shares outstanding on that day. No
member of the Group has sole voting power with respect to any of
the shares. Systematic shares voting power with respect to 101,335
shares. CFI shares voting power with respect to 5,500 shares.
Hackel does not share voting power with respect to any of the
shares. Systematic has sole dispositive power with respect to
1,307,079 shares and CFI has sole dispositive power with respect to
5,500 shares. Hackel does not have sole dispositive power with
respect to any shares. None of the members of the Group shares
dispositive power with respect to the reported shares.
<F4> As reported on its Schedule 13G, Amendment No. 2, dated February 2,
1995, Dalton, Greiner, an Investment Advisor registered under Sec.
203 of the Investment Advisers Act of 1940, was the beneficial
owner of 787,800 shares, representing approximately 5.75% of the
total shares outstanding on that day. Dalton, Greiner has sole
voting power for 547,300 of the shares, shared voting power for
none of the shares and sole dispositive power for all 787,800
shares.
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