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 [ ]
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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))
A. T. Cross Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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)(1) and 0-11.
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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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[A.T. Cross Company Logo]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 2003
TO THE STOCKHOLDERS OF A.T. CROSS COMPANY:
Notice is hereby given that the annual meeting of stockholders of A.T.
Cross Company (the "Company") will be held on Thursday, April 24, 2003 at 10:00
a.m. at the offices of the Company, One Albion Road, Lincoln, Rhode Island
02865, for the following purposes:
1. Fixing the number of directors at nine, of which three shall be Class A
directors and six shall be Class B directors (by holders of Class A and Class B
common stock voting together as a single class).
2. Electing three Class A directors (by holders of Class A common stock
only) and six Class B directors (by holders of Class B common stock only) to
hold office until the next annual meeting of stockholders or until their
successors are duly elected and qualified.
3. Transacting such other and further business as may properly come before
said meeting upon which the holders of Class A common stock or Class B common
stock, respectively, are entitled to vote.
The stock transfer books will not be closed. The close of business on March
5, 2003 has been fixed as the record date for determining stockholders entitled
to vote at the annual meeting or any adjournments or postponements thereof, and
only holders of record of Class A common stock or Class B common stock as of
that time are entitled to receive notice of and to vote at said meeting or any
adjournments or postponements thereof.
By order of the Board of Directors
/s/ Tina C. Benik
Tina C. Benik
Vice President, Legal and Human
Resources
Corporate Secretary
March 26, 2003
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AS PROMPTLY AS
POSSIBLE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE
USED.
[A.T. CROSS LOGO]
ONE ALBION ROAD
LINCOLN, RHODE ISLAND 02865
PROXY STATEMENT
FOR ANNUAL STOCKHOLDERS' MEETING
APRIL 24, 2003
This statement is furnished in connection with the accompanying proxy
which is solicited by the Board of Directors of A.T. Cross Company (the
"Company") from holders of Class A common stock of the Company for use at the
annual meeting to be held April 24, 2003 at 10:00 a.m. at the offices of the
Company, One Albion Road, Lincoln, Rhode Island 02865. Any stockholder giving a
proxy may revoke the same prior to its exercise by filing a later proxy with the
Company, by attending the meeting and voting in person, or by giving notice in
writing or in person to the Corporate Secretary. If not revoked, the persons
named in the accompanying proxy will vote such proxy in the manner specified
therein and, in the discretion of the persons named, for or against any matter
upon which holders of Class A common stock are entitled to vote which properly
comes before the meeting and which has been omitted from the proxy and proxy
statement. The cost of solicitation of proxies, including the cost of
reimbursing brokerage houses and other custodians, nominees or fiduciaries for
forwarding proxies and proxy statements to their principals, will be borne by
the Company. Solicitation may be made in person or by telephone or telegraph by
officers or regular employees of the Company, who will not receive additional
compensation. In addition, the Company has retained Georgeson Shareholder
Communications Inc., New York, N.Y., to aid in the solicitation of proxies. The
charges of such firm, estimated at $6,000, plus expenses, will be paid by the
Company. This proxy statement and the enclosed form of proxy are expected to be
sent to stockholders on or about March 26, 2003.
A copy of the Company's annual report for the year 2002 containing
financial statements for the year ended December 28, 2002 is also enclosed, but
is not to be considered a part of the proxy soliciting material.
As of March 5, 2003 the Company had outstanding 13,446,034 shares of
Class A common stock and 1,804,800 shares of Class B common stock. Only
stockholders of record at the close of business on that date are entitled to
vote at the annual meeting. Stockholders shall be entitled to one vote for each
share held on the foregoing record date with respect to matters on which shares
of that class are eligible to vote.
STOCKHOLDERS' PROPOSALS
Any proposal of a stockholder intended to be presented at the next
annual meeting of the Company, scheduled to be held April 22, 2004, must be
received by the Company's Corporate Secretary not later than November 28, 2003
for inclusion in the proxy statement and form of proxy relating to that meeting.
Any stockholder proposal intended to be presented at the next annual meeting of
the Company without being included in the proxy statement and form of proxy
relating to such meeting must be received by the Company's Corporate Secretary
not later than February 11, 2004.
VOTING RIGHTS
Holders of Class A common stock have the right to elect one-third of
the number of directors from time to time fixed by the holders of Class A and
Class B common stock voting together as a single class; provided, however, that
if the total number of directors is not evenly divisible by three, then the
holders of Class A common stock have the right to elect that number of directors
which is the nearest whole number when the total number of directors is divided
by three. Holders of Class B common stock have the right to elect the remaining
directors. It is proposed that the number of directors for the ensuing year be
fixed at nine (see "ELECTION OF DIRECTORS"), and if this proposal is adopted,
holders of Class A common stock will have the right to elect three directors.
In addition, holders of Class A and Class B common stock vote together
as a single class:
a) For the reservation in the future of shares to be issued pursuant
to options
1
granted or to be granted to directors, officers or employees; and
b) With respect to the acquisition of assets or shares of any other
company if:
(1) An officer, director or holder of ten percent or more of
either Class A or Class B common stock has an interest in the
transaction;
(2) The transaction would, in the reasonable judgment of the
Board of Directors, presently or potentially increase by
nineteen and one-half percent or more the aggregate of the
Class A or Class B common stock outstanding immediately prior
to such transaction; or
(3) The transaction would involve the issuance of any Class A or
Class B common stock and in the reasonable judgment of the
Board of Directors the value of the consideration furnished
by the Company is nineteen and one-half percent or more of
the aggregate market value of all Class A and Class B common
stock outstanding immediately prior to such transaction.
If the consummation of any transaction described above would, with
respect to either the Class A common stock or the Class B common stock, result
in a change in the designations, preferences, limitations or relative rights of
the shares of such class or have certain other effects as specified in the
Company's articles, the holders of Class A and Class B common stock vote as
separate classes on such transaction.
Except as stated above or otherwise required by law, all voting power
is vested in the holders of Class B common stock so long as any shares of Class
B common stock are outstanding.
VOTING PROCEDURES
The numbers of Class A and Class B directors will be fixed by vote of the
holders of a majority of the Class A and Class B shares present at the annual
meeting in person or represented by proxy, voting as a single class. The Class A
directors will be elected in each case by vote of the holders of a majority of
the Class A shares present or represented at the meeting, and the Class B
directors will be similarly elected by the holders of a majority of the Class B
shares.
Shares represented by proxies which are marked "abstain" with respect to
fixing the number of directors or "withheld" with respect to the election of any
particular nominee for director, will be counted as shares present and entitled
to vote, and accordingly any such marking of a proxy will have the same effect
as a vote against the proposal to which it relates. The Board of Directors does
not know of any matters which will be brought before the meeting other than
those specifically set forth in the accompanying Notice of Annual Meeting. If
any other matters are presented to the meeting, the persons named in the
enclosed proxy have discretionary authority to vote and will vote all proxies
with respect to such matters in accordance with their judgment.
Under the rules of the American Stock Exchange, on which the Class A shares
are listed, brokers who hold Class A shares in street name have the authority to
vote such shares on certain items, including fixing the number of and electing
directors, unless they have received instructions from the beneficial owners to
the contrary, in which case the shares are to be voted or the votes relating
thereto withheld, as directed by the beneficial owners. Such rules also provide
that brokers may not vote shares held in street name on certain other matters
without specific instructions from their customers. Shares subject to such
"broker non-votes" will not be treated as shares entitled to vote on the matters
to which they relate and will have no effect on the outcome of the voting on
such matters.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 5, 2003 (except as otherwise
noted) certain information concerning the ownership of shares of Class A or
Class B Common Stock of the Company by (i) each person or group known by the
Company to beneficially own more than 5% of the outstanding Class A or Class B
Common Stock, (ii) each director and nominee for director, (iii) each executive
officer named in the Summary Compensation Table below, and (iv) all directors
and executive officers as a group. Except as otherwise indicated, each person
named has sole investment and voting power with respect to the securities shown.
NUMBER OF SHARES PERCENT OF CLASS
------------------------------------- ------------------
NAME CLASS A CLASS B(1) CLASS A CLASS B
---- --------- ---------- ------- -------
Bradford R. Boss(2) 1,824,434(3)(4)(5)(6) 1,804,800(3)(4) 13.45% 100%
Russell A. Boss(7) 1,856,398(3)(4)(5)(6) 1,804,800(3)(4) 13.66% 100%
Edward P. Pieroni 480,000(3) 902,400(3) 3.57% 50%
Noel M. Field 585,000(4) 902,400(4) 4.35% 50%
Dimensional Fund Advisors, Inc.(8) 1,010,500 -- 7.52% --
Deutsche Bank AG(9) 972,000 -- 7.23% --
Royce & Associates, Inc.(10) 705,500 -- 5.25% --
John E. Buckley 39,366(6) -- * --
Bernard V. Buonanno, Jr. 24,812(6) -- * --
Galal P. Doss(11) 4,229,950 -- 31.45% --
Terrence Murray 43,156(6)(12)(13) -- * --
Andrew J. Parsons 6,000(6) -- * --
James C. Tappan 21,501(6) -- * --
David G. Whalen 513,230(14) -- 3.70% --
John T. Ruggieri 128,943(6) -- * --
Stephen A. Perreault 87,419(6) -- * --
Sondra L. Wellmerling 45,500(6) -- * --
Tina C. Benik 83,496(6) -- * --
All directors and executive
officers as a group (18 persons) 7,063,884(15) 1,804,800 52.54% 100%
--------------------------------------------------------------------------------
(1) The Class B Common Stock is convertible share for share into Class A Common
Stock at any time at the option of the holder. If all of the Class B shares
were converted into Class A shares, Mr. B. Boss, Mr. R. Boss, Mr. Pieroni
and Mr. Field would be the beneficial owners of 23.62%, 23.78%, 9.63% and
10.37%, respectively, of the outstanding Class A shares.
(2) Mr. B. Boss's address is One Albion Road, Lincoln, Rhode Island 02865.
(3) Mr. B. Boss, Mr. R. Boss and Mr. Pieroni are co-trustees of the W. Russell
Boss, Jr. Trust A. The co-trustees jointly exercise investment and voting
powers with respect to the assets of the trust. The 480,000 shares of Class
A Common Stock and 902,400 shares of Class B Common Stock held by such
trust are included in the amounts above for each of the co-trustees.
(4) Mr. B. Boss, Mr. R. Boss and Mr. Field, Jr. are co-trustees of the W.
Russell Boss, Jr. Trust B. The co-trustees jointly exercise investment and
voting powers with respect to the assets of the trust. The 585,000 shares
of Class A Common Stock and 902,400 shares of Class B Common Stock held by
such trust are included in the amounts above for each of the co-trustees.
(5) Mr. B. Boss, Mr. R. Boss and Fleet National Bank are co-trustees of the W.
Russell Boss, Jr. Trust C. The co-trustees jointly exercise investment and
voting powers with respect to the assets of the trust. The 492,000 shares
of Class A Common Stock held by such trust are included in the amounts
above for each of the co-trustees.
(6) Includes the following Class A shares subject to options exercisable within
60 days: Mr. B. Boss -- 116,549; Mr. R. Boss -- 143,749; Mr. Buckley --
20,716; Mr. Buonanno -- 21,312; Mr. Murray -- 21,156; Mr. Parsons -- 4,000;
Mr. Tappan -- 18,501; Mr. Whalen -- 442,685; Mr. Ruggieri -- 111,265; Mr.
Perreault -- 72,499; Ms. Wellmerling -- 43,500; and Ms. Benik -- 75,486.
(7) Mr. R. Boss's address is One Albion Road, Lincoln, Rhode Island 02865.
(8) Information based on its Schedule 13G filed with the SEC on February 11,
2003, which reported ownership as of December 31, 2002. The address of
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11(th) Floor, Santa
Monica, California 90401.
(9) Deutsche Bank AG has sole voting power with respect to 800,300 shares, no
shared voting power, sole dispositive power with respect to 747,700 shares
and shared dispositive power with respect to 223,400 shares. Information
based on its Schedule 13G filed with the SEC on February 12, 2003, which
reported ownership as of December 31, 2002. The address of Deutsche Bank AG
is Taunusanlage 12, D-60325, Frankfurt am Main, Federal Republic of
Germany.
(10) Information based on its Schedule 13G filed with the SEC on February 12,
2003, which reported ownership as of December 31, 2002. The address of
Royce & Associates, Inc. is 1414 Avenue of the Americas, New York, NY
10019.
(11) Mr. Doss's address is One Albion Road, Lincoln, Rhode Island 02865.
(12) Excludes shares held by FleetBoston Financial Corporation in various
fiduciary capacities.
(13) Includes 5,000 shares held by Murray and Young Associates LLC.
(14) Includes 25,000 Class A shares as to which Mr. Whalen has sole voting power
but no investment power during the restricted period.
(15) Includes 1,229,443 shares subject to options exercisable within 60 days;
25,000 shares of restricted stock as to which there is sole voting power
but no investment power during the restricted period; and 1,557,000 shares
held under trusts as to which there is shared voting and investment power.
* Less than 1%.
3
ELECTION OF DIRECTORS
It is proposed to fix the number of directors at nine, of which three will
be designated "Class A Directors" and six will be designated "Class B
Directors". It is also proposed to elect three Class A directors (by holders of
Class A common stock only) and six Class B directors (by holders of Class B
common stock only) to hold office until the next annual meeting of stockholders
or until their successors are duly elected and qualified. Proxies will be voted
for the nominees set forth below unless authorization to do so is withheld. All
nominees are currently directors of the Company. Should any nominee become
unavailable for any reason to accept nomination or election as a director, the
persons named in the proxy will vote for the election of such other person or
persons as management may recommend unless the stockholders vote to reduce the
authorized number of directors. The terms of all directors will expire when
their successors are duly elected at the annual meeting of stockholders
scheduled to be held April 22, 2004. The following tables reflect information as
of January 1, 2003.
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE DURING PAST FIVE YEARS SINCE OTHER DIRECTORSHIPS(1)
---------------------------------------------------------------------------------------------------------------------------
CLASS A DIRECTORS
Galal P. Doss 48 Chairman and Chief Executive Officer, 2000
Family Nutrition, S.A.E. and Family Cos-
metics, S.A.E. (both Egyptian companies
listed on the Egyptian Stock Ex-
change).(2)
Andrew J. Parsons 59 Senior Partner and Director, McKinsey & 2001
Company, a global strategic management
consulting firm (retired December 2000);
Member, McKinsey Advisory Council;
Chairman and Chief Executive Officer,
Gulliver Growth Partners LLC, a manage-
ment advisory company.(2)
James C. Tappan 67 President, Tappan Capital Partners (eq- 1994
uity investment firm).(2)
CLASS B DIRECTORS
Bradford R. Boss 69 Chairman of the Board and Chief Execu- 1960
tive Officer to April 1993; thereafter
Chairman of the Board to November 14,
1999; thereafter Chairman
Emeritus.(3) (4)
Russell A. Boss 64 President and Chief Operating Officer to 1962
April 1993; thereafter President and
Chief Executive Officer to November 14,
1999; thereafter Chairman of the
Board.(3) (4) (5)
David G. Whalen 45 President and Chief Executive 1999
Officer.(3)
John E. Buckley 62 Executive Vice President to April 1993; 1980
Executive Vice President and Chief Oper-
ating Officer to December 31, 2000;
Executive Board Member, Anoto, Inc. (a
company involved in developing digital
paper and pen technology).
Bernard V. 64 Senior Partner, Edwards & Angell, LLP, 1986 Old Stone Corporation
Buonanno, Jr. Providence, RI (attorneys-at-law);
Partner, Riparian Partners, Ltd.,
Providence, RI. (investment banking
firm).(5) (6) (7)
Terrence Murray 63 Chairman and Chief Executive Officer, 1982 FleetBoston Financial Corpora-
FleetBoston Financial Corporation tion; Allmerica Financial Corpo-
(diversified financial services ration; CVS Corporation;
corporation) to December 31, 2001; ChoicePoint Inc.; Air Products and
thereafter Chairman, FleetBoston Chemicals, Inc.
Financial Corporation (retired January
1, 2003.)(7)
--------------------------------------------------------------------------------
See footnotes on page 5.
4
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors has an Audit Committee, consisting of Messrs. Doss,
Tappan and Parsons, a Compensation Committee, consisting of Messrs. Murray and
Buonanno, and an Executive Committee, consisting of Messrs. B. Boss, R. Boss and
Whalen.
Audit Committee. The Audit Committee is comprised of independent directors
and is governed by a written charter adopted by the Board of Directors. The
Audit Committee has responsibility for overseeing the establishment and
maintenance of an effective financial control environment, for overseeing the
procedures for evaluating the system of internal accounting control, and for
evaluating audit performance. The Audit Committee engages the Company's
independent auditors, reviews with the independent auditors the plans and
results of the audit engagement, approves professional services provided by the
independent auditors, reviews the independence of the independent auditors,
considers the range of audit and nonaudit fees and reviews the adequacy of the
Company's internal accounting controls. None of the Audit Committee members has
a relationship with the Company that might interfere with the exercise of his or
her independence from the Company and its management.
Compensation Committee. The Compensation Committee has responsibility for
developing, overseeing and implementing the overall compensation policy for the
Company including, subject to full Board approval, the implementation of an
incentive compensation plan for the Company.
During 2002 the Board of Directors held four meetings, the Audit Committee
held four meetings, the Compensation Committee held three meetings and the
Executive Committee held two meetings. All directors attended at least
seventy-five (75%) percent of all Board and applicable committee meetings.
The Board does not have a nominating committee.
(1) Includes only companies with a class of securities registered pursuant
to Section 12 or subject to the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and any company registered as an
investment company under the Investment Company Act of 1940.
(2) Member of Audit Committee.
(3) Member of Executive Committee.
(4) Bradford R. Boss and Russell A. Boss are brothers.
(5) Russell A. Boss and Bernard V. Buonanno, Jr. are cousins by marriage.
(6) Edwards & Angell, LLP performed legal services for the Company in 2002
and is expected to perform legal services for the Company in 2003.
(7) Member of Compensation Committee.
5
DIRECTOR COMPENSATION
Members of the Company's Board of Directors who are not employees of the
Company were compensated for their services during 2002 at the rate of $15,000
per annum, plus $1,000 for each Board meeting attended. During 2002, the Board
of Directors held four meetings. In addition, members of the Audit and
Compensation Committees received $800 ($1000 in the case of the committee chair)
for each committee meeting attended. Members of the Executive Committee received
no compensation for attending committee meetings.
Non-employee directors also automatically receive non-qualified stock
options pursuant to the Company's Omnibus Incentive Plan. The number of options
granted is determined every two years by benchmarking the size of option grants
in other similarly situated companies. Companies are chosen to be benchmarked
against based on revenue levels. Options to directors under the Omnibus
Incentive Plan are granted with exercise prices equal to the fair market value
of the Class A common stock on the date of grant. In 2002, all non-employee
Board members received options to purchase 4,000 shares of Class A common stock.
REPORT TO STOCKHOLDERS ON
COMPENSATION MATTERS
The 2002 total compensation of the President and Chief Executive Officer of
the Company was established by the members of the Compensation Committee of the
Board of Directors. Neither of the two directors comprising the Compensation
Committee is an employee of the Company. See also "Compensation Committee
Interlocks and Insider Participation" on page 7. The compensation of the
remaining executive officers of the Company was either set by, or reviewed and
approved by, the President and Chief Executive Officer with input from the
Company's Manager of Compensation and Benefits.
The elements of compensation for the President and Chief Executive Officer
consist of base pay, annual incentive bonus and long-term incentives. The
compensation for this position was based on three primary factors:
-- The performance of the executive in meeting key strategic objectives,
including increasing stockholder value.
-- The external competitiveness of the Company's pay levels with those of
other companies with similar revenues and scope of operations.
-- The internal pay equity that exists among individual executives and
other Company employees.
The Compensation Committee is privy to external compensation data through
the Company's participation in, and analysis of, periodic compensation surveys
conducted by independent consulting firms and associations, including but not
limited to Towers-Perrin and Hewitt Associates, which report on compensation
paid to other executives at companies of similar size. There are approximately
350 companies in the various survey groups. This number is subject to occasional
change from year to year. The Compensation Committee extrapolated the survey
information using a combination of single and multiple regression analyses.
Factors used in the regression analyses included, but were not limited to,
corporate sales, company assets, stockholders' equity, return on equity, board
membership, and years of service. In addition, the Compensation Committee
utilized survey data to gauge the Company's competitive position with other
companies with respect to bonus and stock option grants.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers as of the end of any fiscal year. However,
the statute exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met. The Board and the Compensation Committee
currently intend to structure performance-based compensation, including stock
option grants and annual bonuses, to executive officers who may be subject to
Section 162(m) in a manner that satisfies those requirements.
The Board and the Compensation Committee reserve the authority to award
non-deductible compensation in other circumstances as they deem appropriate.
Because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, despite the Company's efforts, that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.
6
The following is a more specific discussion of each compensation component:
BASE SALARY:
The Compensation Committee targets its base pay for the Chief Executive
Officer at the 50th to 65th percentile of executive officers in organizations of
approximately the same size (less than $500 million in annual sales) and scope
of company operations. Based on survey data, the Compensation Committee believes
the base pay for the Chief Executive Officer has been approximately within this
range for the last several years.
Mr. Whalen's base salary for 2002 remained at $450,000 which was the same
level as his base salary for 2001. Mr. Whalen forewent a base pay increase in
2002 as part of the Company's efforts to control expenses.
The remaining four highest paid executives also did not receive a base pay
increase in 2002.
BONUS:
Bonus payments to executives for 2002 performance were governed by the
Executive Compensation Program approved by the Compensation Committee and the
Board of Directors for 2002. All of the highest paid executives were
participants in the plan except for Mr. Whalen. Mr. Whalen's bonus was
determined by the Compensation Committee considering attainment of predetermined
performance objectives. The annual incentive payments to eligible executives are
designed to provide rewards based on meeting approved business plans.
Performance measures are determined based on specific job responsibilities and
may include one or more of the following measures: operating income before taxes
(OIBT), sales, return on assets and inventory level management at the corporate,
territory and regional levels. Individual performance goals may also be assigned
to the executives.
Under the program, performance objectives for 2002 were set based on the
Company's operating plan for 2002. Based on those benchmarks and other
performance objectives, the four participating named officers earned a bonus for
2002 performance. In its discretion, the Compensation Committee may reward
participants beyond the provisions of the plan.
The Company analyzes its total cash compensation (base salary plus bonuses)
in relation to other similarly sized companies and targets the 75th percentile
as a competitive norm assuming the maximum bonus percentage is earned. Applying
the most recent survey data available to the Company (2002), the total cash
compensation for the named officers as a group, as a result of not making the
maximum bonus, was approximate to the 50th percentile compared to other
companies included in the surveys.
LONG-TERM INCENTIVES:
The Company has relied upon grants under the Omnibus Incentive Plan to
provide key officers and managers with an ownership position in the Company to
create a long-term incentive to increase stockholder value.
In order to retain key management talent and provide appropriate incentives
to increase stockholder value, the Compensation Committee approved a stock
option grant to the executive group, which included all of named officers, on
July 24, 2002. Pursuant to that grant, all of the officers, with the exception
of Mr. Whalen and Ms. Wellmerling, received 25,000 shares of Class A common
stock subject to option at an exercise price equal to the then fair market value
of $7.11. Mr. Whalen was awarded 125,000 shares of Class A common stock subject
to option, and Ms. Wellmerling was awarded 20,000 shares of Class A common stock
subject to option, both at an exercise price equal to the then fair market value
of $7.11.
The foregoing report is presented by the following:
2002 Compensation Committee
Terrence Murray, Chairman
Bernard V. Buonanno, Jr.
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER
PARTICIPATION
As indicated under "Report to Stockholders on Compensation Matters" above,
the 2002 compensation of David G. Whalen, a member of the Board of Directors of
the Company, was fixed by the Compensation Committee. The Compensation Committee
is comprised of Terrence Murray and Bernard V. Buonanno, Jr. The compensation of
the remaining executive officers of the Company was either set by, or reviewed
and approved by, Mr. Whalen with input from the Company's Manager of
Compensation and Benefits.
There are no Compensation Committee interlocks.
7
EXECUTIVE COMPENSATION
The following table sets forth certain information for the last three
fiscal years with respect to the Company's Chief Executive Officer and the four
other most highly compensated executive officers during 2002.
SUMMARY COMPENSATION TABLE
LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION(1) COMPENSATION(2)
------------------------------------- --------------- ---------------
OTHER
NAME AND ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(3)
------------------ ---- ------ ----- ---------------
David G. Whalen 2002 $450,000 $225,000 $ 4,320 125,000 $5,500
President and Chief 2001 450,000 380,000 46,129(4) 100,000 5,100
Executive Officer 2000 425,000 425,000 81,267(5) 12,751(6) 5,100
John T. Ruggieri 2002 220,000 25,000 3,600 25,000 5,500
Sr. Vice-President/ 2001 220,000 67,414 3,600 18,000 5,100
Chief Financial Officer 2000 183,300 105,443 3,600 40,000 5,100
Sondra L. Wellmerling 2002 184,000 13,800 3,600 20,000 5,500
Sr. Vice President, 2001 182,406 63,108 11,957(7) 18,000 5,100
Marketing and New 2000 176,876 100,289 10,354(8) 50,000 5,100
Product Development
Stephen A. Perreault 2002 182,000 25,000 3,600 25,000 5,500
Vice President Operations 2001 180,473 99,000 3,600 18,000 5,100
2000 172,226 99,073 3,600 30,000 5,100
Tina C. Benik 2002 170,280 30,000 3,600 25,000 5,500
Vice President, Legal 2001 168,960 58,456 3,600 18,000 5,100
and Human Resources 2000 148,070 83,956 3,600 25,000 4,652
--------------------------------------------------------------------------------
(1) Long Term Compensation consists of securities underlying options.
(2) Amounts listed under All Other Compensation consist of 401(k) contributions
for the named individuals.
(3) Amounts listed under Other Annual Compensation consist of tax reimbursement
payments made to the named individuals relating to amounts paid to these
individuals as automobile allowances.
(4) Mr. Whalen's Other Annual Compensation for 2001 includes a tax reimbursement
payment of $26,808 relating to amounts paid to him in connection with
relocation expenses.
(5) Mr. Whalen's Other Annual Compensation for 2000 includes reimbursement of
relocation expenses of $76,947.
(6) Number of securities shown includes 653 shares underlying formula options
received as director of the Company pursuant to the then in effect formula
under the Company Omnibus Incentive Plan.
(7) Ms. Wellmerling's Other Annual Compensation for 2001 includes reimbursement
of relocation expenses of $7,292 and a tax reimbursement payment of $1,065
relating to the relocation expenses paid.
(8) Ms. Wellmerling's Other Annual Compensation for 2000 includes reimbursement
of relocation expenses for 2000 of $6,743.
8
STOCK OPTIONS
The following tables set forth, as to the Chief Executive Officer and the
four other most highly compensated executive officers of the Company,
information with respect to stock option grants in 2002, options exercised
during 2002 and year-end values of unexercised options.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER PERCENTAGE VALUE AT ASSUMED
OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO THE OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED(1) IN 2002(2) PRICE DATE(3) 5% 10%
---- ---------- ---------- --------- ------------- -------- ----------
David G. Whalen 125,000 26.62% $7.11 July 24, 2012 $558,930 $1,416,439
John T. Ruggieri 25,000 5.32% $7.11 July 24, 2012 111,786 283,288
Sondra L. Wellmerling 20,000 4.26% $7.11 July 24, 2012 89,429 226,630
Stephen A. Perreault 25,000 5.32% $7.11 July 24, 2012 111,786 283,288
Tina C. Benik 25,000 5.32% $7.11 July 24, 2012 111,786 283,288
---------------
(1) One-third vest in 2003, one-third vest in 2004, and the final third vest in
2005.
(2) For purposes of this table, the total number of options granted to employees
in 2002 was 469,500, including 32,000 options granted to the Company's
directors under the provisions of the Company's Omnibus Incentive Plan.
(3) Subject to earlier expiration in the event of termination of the grantee's
employment.
OPTION VALUES AT FISCAL YEAR END
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END(1)
------------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
David G. Whalen 442,685(2) 316,666 $243,633 $79,688
John T. Ruggieri 111,265 37,000 4,250 0
Sondra L. Wellmerling 31,000 57,000 12,813 12,813
Stephen A. Perreault 72,499 37,000 3,188 0
Tina C. Benik 75,486 37,000 2,656 0
---------------
(1) Based on the mean between the high and low trading prices of the Class A
common stock on December 28, 2002 ($5.20) minus the exercise price.
(2) Includes 653 options granted to Mr. Whalen as a director of the Company
during 2000 under the then in effect formula provisions of the Company's
Omnibus Incentive Plan.
9
PERFORMANCE GRAPH
The following graph compares the market performance of the Company's Class
A common stock over the Company's last five fiscal years to the American Stock
Exchange Market Value Index and to the Russell Group 2000 (as the Company's peer
group index), over the Company's last five fiscal years. The graph assumes that
the value of the investment in the Company's Class A common stock and each index
was $100 at December 31, 1997 and that all dividends were reinvested.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG A.T. CROSS COMPANY,
AMEX MARKET INDEX AND RUSSELL 2000 INDEX
[PERFORMANCE GRAPH]
---------------------------------------------------------------------------------------------------
12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002
---------------------------------------------------------------------------------------------------
A.T. Cross Co. 100.00 54.93 45.99 45.35 60.30 54.68
---------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 97.20 116.24 111.22 112.36 88.11
---------------------------------------------------------------------------------------------------
AMEX Market Index 100.00 98.64 122.98 121.47 115.87 111.25
---------------------------------------------------------------------------------------------------
The Company has chosen the Russell Group 2000 as a meaningful peer group
against which to compare its performance. The Russell Group 2000 represents a
broad based group of small capitalization stocks and is generally believed to be
indicative of market performance for small capitalization companies.
10
PENSION PLAN TABLE
AVERAGE YEARS OF SERVICE
PAY 15 20 25 30 35
------------------------------------------------------------------
$125,000 $ 30,000 $40,000 $ 50,000 $ 50,000 $ 50,000
150,000 36,000 48,000 60,000 60,000 60,000
175,000 42,000 56,000 70,000 70,000 70,000
200,000 48,000 64,000 80,000 80,000 80,000
225,000 54,000 72,000 90,000 90,000 90,000
250,000 60,000 80,000 100,000 100,000 100,000
300,000 72,000 96,000 120,000 120,000 120,000
400,000 96,000 128,000 160,000 160,000 160,000
450,000 108,000 144,000 180,000 180,000 180,000
500,000 120,000 160,000 200,000 200,000 200,000
--------------------------------------------------------------------------------
The Company maintains a non-contributory qualified retirement plan for the
benefit of its employees, including the individuals named in the Summary
Compensation Table. In addition, participants in the plan whose retirement
benefits would exceed amounts permitted under the Internal Revenue Code
participate in a non-qualified excess retirement plan which provides a
supplemental unfunded benefit equal to the amount of any benefit that would have
been payable under the qualified retirement plan but for certain limitations
under the Internal Revenue Code. The benefits set forth in the Pension Plan
Table above reflect the aggregate of the benefits under both the qualified and
non-qualified plans. In each case, the indicated benefit will be reduced by the
individual's social security credit. The qualified plan and the non-qualified
plan are collectively referred to as the "Plan".
Covered compensation under the Plan includes base salary, cash bonuses,
overtime pay, and amounts contributed by the employee to the A.T. Cross Savings
Plan maintained by the Company under Section 401(k) of the Internal Revenue
Code. The Salary and Bonus columns of the Summary Compensation Table set forth
above reflect all covered compensation of executive officers for 2002.
For purposes of the Plan, the years of credited service as of December 31,
2002 were: Mr. Whalen, 3 years; Mr. Ruggieri, 19 years; Ms. Wellmerling, 3
years; Mr. Perreault, 8 years; and Ms. Benik, 13 years.
The amounts payable shown in the above Table are based on the following
assumptions:
(i) The individual shall have retired at the normal retirement age of
65,
(ii) "Average pay" is the highest average of the covered compensation
paid to such individual over five consecutive years preceding retirement,
and
(iii) Benefits are paid in the form of a straight-life annuity. Payment
options for spousal benefits are available.
11
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee reappointed Deloitte & Touche, LLP to serve as the
Company's independent auditors for 2003. Representatives of Deloitte & Touche
will be present at the annual meeting to answer appropriate questions. They will
also have the opportunity to make a statement if they desire to do so.
PRINCIPAL ACCOUNTING FIRM FEES
Aggregate fees billed to the Company for the fiscal years ending December
29, 2001 and December 28, 2002 by the Company's principal accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their
respective affiliates (collectively, "Deloitte"):
2001 2002
-------- --------
Audit Fees................... $440,000 $507,030
Audit Related................ $ 27,000 $159,000
Tax Fees
Extended Tax Consulting
Services in connection with
Global EMEA Restructuring.. $147,000
Irish Intangible Valuation
Study...................... $ 29,000
Transfer Pricing Study..... $ 71,000
Benefit Plan Compliance.... $ 56,000
International Tax
Consultation............... $ 91,000
Multistate Tax
Consultation............... $ 11,000
Irish Intangible
Valuation.................. $ 34,000
All Other
Benefit Plan Compliance.... $ 8,000 $ 16,000
Payroll Tax Services....... $ 12,000
The Audit Committee has considered whether the provision of services other
than audit services is compatible with maintaining the principal accountant's
independence.
The Audit Committee's policies and procedures regarding pre-approval of
non-audit and non-tax services provided by the Company's independent accountants
requires pre-approval of all services, regardless of de minimis exceptions, by
the full Audit Committee through the Audit Committee Chair. Following revision
of the Audit Committee's charter in July 2002 (see Report of the Audit
Committee), all non-audit and non-tax services were pre-approved by the Audit
Committee Chair.
REPORT OF THE AUDIT COMMITTEE
The audit functions of the Audit Committee are focused on three areas:
- the adequacy of the Company's internal controls and financial reporting
process and the quality and integrity of the Company's financial
statements.
- the independence and performance of the Company's internal auditor and
independent auditors.
- the Company's compliance with legal and regulatory requirements and
adherence to business ethics.
In fiscal 2002, the Audit Committee met with management four times to
consider the adequacy of the Company's internal controls and the objectivity of
its financial reporting. We discuss these matters with the Company's independent
auditors and with appropriate Company financial personnel and internal auditor.
We regularly meet privately with both the independent auditors and the
internal auditor, each of whom has unrestricted access to the Committee.
We also approve the appointment of the independent auditors and review
periodically their performance and independence from management.
The Directors who serve on the committee are all "Independent" for purposes
of the American Stock Exchange listing standards. That is, the Board of
Directors has determined that none of us has a relationship to the Company that
may interfere with our independence from the Company and its management.
The Audit Committee has also considered the various new and proposed rules
and requirements under the Sarbanes-Oxley Act. In 2002, the Audit Committee met
with management, Deloitte & Touche LLP and the internal Company auditor to
discuss required and proposed changes to the Audit Committee's and the Company's
policies and procedures needed to comply with Sarbanes-Oxley.
As part of that process, the Audit Committee revised its charter in July
2002, established a formal pre-approval policy for non-audit and non-tax
services, and undertook other related activities. The Audit Committee expects
that its and the Company's policies and procedures will continue to be revised
as additional requirements under Sarbanes-Oxley become final.
The Board adopted in 2000 a written charter setting out the audit related
functions the Committee is to perform which charter was attached to the 2000
proxy statement. The Committee and the Board amended the charter in 2002. A copy
of the revised charter is attached hereto as Exhibit A.
Management has primary responsibility for the Company's financial
statements and the overall reporting process, including the Company's system of
internal controls.
12
The independent auditors audit the annual financial statements prepared by
management, express an opinion as to whether those financial statements fairly
present the financial position, results of operations and cash flows of the
Company in conformity with generally accepted accounting principles and discuss
with us any issues they believe should be raised with us.
This year, we reviewed the Company's audited financial statements and met
with both management and the independent auditors to discuss those financial
statements. Management has represented to us that the financial statements were
prepared in accordance with accounting principles generally accepted in the
United States.
We have received from and discussed with the independent auditors the
written disclosure and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). These items
relate to that firm's independence from the Company. We also discussed with the
independent auditors any matters required to be discussed by Statement on
Auditing Standards No. 61, as amended (Communication with Audit Committees).
Based on these reviews and discussions, we recommend to the Board that the
Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 2002.
2002 Audit Committee
James C. Tappan, Chairman
Galal P. Doss
Andrew J. Parsons
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective December 31, 2000, John E. Buckley's employment with the Company
terminated. At the time of his termination, Mr. Buckley served as the Company's
Executive Vice President and Chief Operating Officer. Mr. Buckley and the
Company originally contemplated that he would resign his position in May 2000
and become a consultant to the Company. However, for purposes of continuity, and
because Mr. Buckley had been instrumental in developing the Pen Computing Group
business, he agreed to remain as an employee until the end of 2000 and the
consulting arrangement never commenced.
Pursuant to a series of letter agreements between the Company and Mr.
Buckley, Mr. Buckley received the following as an incentive to remain with the
Company until December 31, 2000: (i) a termination fee of $135,420, paid on
January 15, 2001, (ii) a cash payment of $36,135, paid on February 9, 2001
equivalent to the fair market value of 6,667 shares of the Company's Class A
common stock on February 3, 2001 (the number of Mr. Buckley's restricted shares
of Class A common stock as to which restrictions would have lapsed on February
3, 2001 had Mr. Buckley remained an employee), and (iii) stock appreciation
rights as to 67,152 units of "phantom" Class A common stock of the Company using
as the baseline the fair market value on July 1, 2000 (the date of grant) of
$4.88 per share. Those stock appreciation rights will expire on July 1, 2005.
On January 5, 2001, the Company and Mr. Buckley entered into a Separation
Agreement and Release providing for severance payments to Mr. Buckley of
semi-monthly installments of $15,833.33 for the period from January 1, 2001 to
December 31, 2002, in accordance with the Company's standing severance policy
relative to executive officers who have served in excess of twenty-four years.
The first such payment was made on January 26, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Class A common stock ("Insiders"), to file with the Securities and
Exchange Commission and the American Stock Exchange reports of ownership and
changes in ownership of such stock. Insiders are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on a review of the copies of such
reports furnished to the Company, the Company believes that during 2002 its
Insiders complied with all applicable Section 16(a) filing requirements.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. However, if other business upon which holders of Class
A common stock are entitled to vote shall properly come before the meeting,
proxies in the enclosed form returned as instructed will be voted in accordance
with the recommendation of the Board of Directors, or in the absence of such a
recommendation, in accordance with the judgement of the proxy holder.
IMPORTANT
NO MATTER HOW SMALL YOUR HOLDINGS, YOU ARE RESPECTFULLY REQUESTED TO SIGN,
DATE, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, PREPAID ENVELOPE AT YOUR
EARLIEST CONVENIENCE.
Tina C. Benik
Vice President, Legal and
Human Resources
Corporate Secretary
Dated: March 26, 2003
14
EXHIBIT A
A.T. CROSS COMPANY
AUDIT COMMITTEE CHARTER
The Audit Committee (the "Committee") of the Board of Directors ("Board")
shall be composed of at least three Directors of A.T. Cross Company (the
"Company"). The members of the Committee shall be appointed annually at the
Board meeting held in April of each year. A majority of the Committee shall be
comprised of Independent Directors. Independent Directors are defined as
Directors who are not officers of the Company; who are neither related to its
officers nor represent concentrated or family holdings of its shares; and who,
in the view of the Company's Board of Directors, are free of any relationship
that would interfere with the exercise of independent judgment.
The Committee shall assist the Board in fulfilling its oversight
responsibilities relating to the review of audit functions, including the
accounting and financial reporting practices and procedures of the Company, the
adequacy of information technology used to support internal financial systems,
the quality and integrity of the Company's financial statements, relations with
independent auditors and oversight of business ethics.
It is the primary responsibility of management to ensure that overall
controls are adequate to meet operating, financial and compliance objectives. It
is the primary responsibility of management and the independent auditors to plan
and conduct audits to determine that the Company's financial statements are free
from material misstatement in accordance with U.S. Generally Accepted Accounting
Principles.
The Committee may undertake any tasks it sees fit and will also undertake
any specific tasks assigned to it by the Board and conduct such reviews as it
deems necessary.
The Committee shall have access to all information related to the Company.
The Committee shall be empowered, at the Company's expense, to retain
special counsel or other experts to assist in the accomplishment of its duties
and responsibilities.
The Committee shall meet at least four times annually with additional
meetings as necessary. At the request of the Committee, the Chief Financial
Officer (or any other members of management, if needed) shall attend all
meetings of the Committee. The Committee shall, during its regularly scheduled
meetings, meet separately from management with the independent auditors and the
Manager, Internal Audit of the Company. The independent auditors, the Chief
Financial Officer and the Manager, Internal Audit shall, at all times, have
access to the Committee. The Committee, in turn, shall, at all times, have
access to the independent auditors, the Chief Financial Officer and the Manager,
Internal Audit.
The Committee shall approve all hiring and firing decisions made with
respect to the position of the Manager, Internal Audit.
The Board shall approve this charter and any subsequent modifications.
THE COMMITTEE SHALL REVIEW, APPRAISE, AND REPORT TO THE BOARD, IF APPLICABLE,
AFTER EACH AUDIT COMMITTEE MEETING AND OTHER TIMES WHEN APPROPRIATE ON THE
FOLLOWING MATTERS:
1. The selection of independent auditors to be retained by the Company,
their independence and whether to retain such auditors for each future
fiscal year after consultation with appropriate management of the
Company. The Committee shall review, at least annually, a formal written
statement delineating all relationships between the independent auditors
and the Company.
2. The fees to be paid to the independent auditors of the Company on an
annual basis.
3. The non-auditing and non-tax services to be performed by and associated
fees of the independent auditors of the Company. The Committee, through
its Chairman, must give prior approval to all non-audit and non-tax
services provided by the independent auditor and sign all engagement
letters. The Committee will consider both the nature and related fees of
the non-audit and non-tax services in making its determination.
A-1
4. With respect to the systems of internal accounting control, including
Electronic Data Processing ("EDP") controls, throughout the Company, (i)
the adequacy, quality and security thereof after consultation with
appropriate management of the Company, Manager, Internal Audit and the
independent auditors, (ii) management's performance in maintaining and
improving these systems, and (iii) recommendations and findings made by
the independent auditors and Manager, Internal Audit of the Company
relative to improvements to these systems.
5. The planned scope of the audit work to be undertaken each year by the
Company's Manager, Internal Audit as well as the audit reports, findings
and recommendations of the Manager, Internal Audit.
6. Prior to the commencement thereof, the planned scope of the annual
examination to be undertaken by the independent auditors of the Company.
7. Following the inquiry of management and the independent auditors,
significant accounting issues (including accounting for goodwill and
other intangible assets), changes and prospective changes in significant
accounting policies (including the effect of each such change on the
overall financial statements of the Company), and whether "material"
items exist that are not accounted for in accordance with U.S. Generally
Accepted Accounting Principles. Management shall consult with the
Committee or its Chairman when seeking a second opinion on a significant
accounting issue.
8. Significant issues raised by in-house or outside counsel, after
discussing the same with management and the independent auditors. The
Committee will conclude on its understanding of the basis for inclusion
or exclusion of such matters in the financial statements.
9. The "open years" on federal income tax returns, whether there are any
significant items that have been or might be disputed by the IRS, and
the status of the related tax reserves.
10. The draft annual financial statements (including footnotes thereto) and
related financial material and the independent auditors' reports, to be
included in the Company's Annual Report to Shareholders and Form 10-K
prior to presentation to the Board.
11. Any management letters or other recommendations from the Company's
auditors.
Approved and adopted by the Board of Directors on July 24, 2002.
A-2
4890-PS-03
A.T. CROSS COMPANY
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned. If no direction is made, this proxy will be voted FOR
proposals 1 and 2.
1. NUMBER OF DIRECTORS: 2. ELECTION OF CLASS A DIRECTORS: 3. OTHER BUSINESS:
Fixing the number of Nominees: (01) Galal P. Doss, In their discretion, the proxies are authorized
Class A directors at (02) Andrew J. Parsons, (03) James to vote upon such other business as may properly
three and Class B C. Tappan come before said meeting or any adjournment
directors at six. thereof upon which Class A common stockholders are
entitled to vote.
FOR AGAINST ABSTAIN FOR WITHHELD
/ / / / / / / / / / MARK HERE
FOR ADDRESS / /
CHANGE AND
/ /________________________________ NOTE AT LEFT
For all nominees except as noted
above
Please date, sign and mail promptly in the enclosed envelope. This proxy
will not be used if you attend the meeting in person and so request.
Important: Please sign exactly as your name or names appear at left.
When signing as attorney, executor, administrator, trustee, guardian, or
in any other representative capacity, give full title as such. Corporate
stockholders sign with full corporate name by a duly authorized officer.
If a partnership, sign in partnership name by authorized person.
Signature: ______________ Date: _______ Signature: ______________ Date: _______
DETACH HERE
PROXY
A.T. CROSS COMPANY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned holder of Class A common stock of A.T. Cross Company does
hereby constitute and appoint Bradford R. Boss, Russell A. Boss, and David G.
Whalen, or any one of them as attorneys and proxies of the undersigned, with
full power of substitution for, and in the name and stead of, the undersigned
to appear and vote all shares of Class A common stock of A.T. Cross Company
held of record in the name of the undersigned at the annual meeting of A.T.
Cross Company to be held at the offices of the Company, One Albion Road,
Lincoln, Rhode Island 02865 on Thursday, April 24, 2003 at 10:00 A.M. and at
any and all adjournments thereof as designated.
/SEE REVERSE/ CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE / / SIDE /