-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQwC2f27uSocCaaIhEe/mvZfFmenDjiRHi7PFEG8DjFDIBGcx32ysjx5JLpKYIHM LQpbLtJA3qTl3fGhczmXXw== 0000950109-97-003296.txt : 19970429 0000950109-97-003296.hdr.sgml : 19970429 ACCESSION NUMBER: 0000950109-97-003296 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970521 FILED AS OF DATE: 19970428 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE MEDICAL CORP CENTRAL INDEX KEY: 0000074691 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 221897821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08903 FILM NUMBER: 97588859 BUSINESS ADDRESS: STREET 1: PO BOX 1500 STREET 2: 389 JOHN DOWNEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06050 BUSINESS PHONE: 2038263600 MAIL ADDRESS: STREET 1: 389 JOHN DOWNEY DRIVE STREET 2: 389 JOHN DOWNEY DRIVE CITY: NEW BRITAIN STATE: CT ZIP: 06050 FORMER COMPANY: FORMER CONFORMED NAME: OPTEL CORP DATE OF NAME CHANGE: 19850611 DEF 14A 1 NOTICE & PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] 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 Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Moore Medical Corporation - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: - --------- [_] 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: - -------------------------------------------------------------------------------- [LETTERHEAD OF MOORE MEDICAL APPEARS HERE] --------------------------------------------- NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS --------------------------------------------- Dear Shareholders, The Annual Meeting of the Shareholders of Moore Medical Corp. will be held at the Renaissance New York Hotel, 714 Seventh Avenue, New York, New York on Wednesday, May 21, 1997 to at 11:00 a.m. (1) elect a Board of six directors; and (2) act on such other matters as may properly come before the meeting The Board of Directors has fixed the close of business on April 2, 1997 as the record date for determining shareholders entitled to notice of and vote at the meeting. Joseph Greenberger, Secretary April 21, 1997 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT Whether or not you plan to attend the meeting, please sign, date and mail the accompanying proxy card. - -------------------------------------------------------------------------------- [LETTERHEAD OF MOORE MEDICAL CORP. APPEARS HERE] ----------------------------------- PROXY STATEMENT FOR 1997 ANNUAL MEETING OF SHAREHOLDERS ----------------------------------- General Information Proxies in the form enclosed are being solicited by the Board of Directors of Moore Medical Corp. (the "Company") for use at the 1997 Annual Meeting of Shareholders to be held at 11:00 a.m. on Wednesday, May 21, 1997 at the Renaissance New York Hotel, 714 Seventh Avenue, New York, NY or any adjournments thereof (the "Meeting"). Properly executed proxies received prior to or at the Meeting will be voted. If a shareholder specifies how the proxy is to be voted, it will be so voted. If no specification is made, it will be voted FOR the election of the six directors nominated by management. The Company is not aware of any other matter intended to be presented for consideration at the Meeting. If other matters properly come before the Meeting, it is the intention of the persons named in the proxy to vote on them in their discretion. Shares Entitled to Vote Holders of record of the Company's Common Stock at the close of business on April 2, 1997 (the "Record Date") are entitled to notice of and to vote at the Meeting. On the Record Date, there were 2,929,194 shares of Common Stock outstanding, each entitled to one vote. This Proxy Statement is being released on or about April 21, 1997 to all holders of Common Stock on the Record Date. The stock ledger of the Company (arranged alphabetically, showing the address of each shareholder entitled to vote at the meeting and the number of shares registered in the shareholder's name) will be available for inspection at the offices of Greenberger & Forman, 1370 Avenue of the Americas, New York, New York 10019, by any shareholder for any purpose germane to the Meeting during ordinary business hours from May 11, 1997 until the Meeting date. Proxies and Revocation of Proxies Execution and delivery of a proxy will not affect a shareholder's right to attend the Meeting and vote in person. A shareholder 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 shareholder who is a beneficial owner, but not a registered owner, as of the Record Date, cannot vote his or her shares except by the shareholder's broker, bank or nominee in whose name the shares are registered executing and delivering a proxy on his or her behalf or the shareholder attending the Meeting with a proxy or other authorization to vote from the registered owner and voting. 1 Cost of Proxy Solicitation Brokers, banks and other nominees will be reimbursed by the Company for their out-of-pocket and other reasonable clerical expenses incurred in obtaining instructions from beneficial owners of the Company's Common Stock. D.F. King & Co., Inc. will assist the Company in soliciting proxies, for which it will be paid a fee of $4,000. Solicitations of proxies may, in certain instances, also be made personally or by telephone by directors, officers and a few employees of the Company. PRINCIPAL HOLDERS OF COMMON STOCK The following are believed by the Company to be holders of more than 5% of its outstanding Common Stock and by all Directors and Executive Officers as a group, as of April 2, 1997:
Number of Percent of Name and Address: Shares Outstanding ---------------- --------- ----------- Heartland Advisors, Inc...............341,000 (2) 12.0% 790 North Milwaukee Street Milwaukee, WI 53202 Hollybank Investment, LP..............315,100 (2) 10.8% One Financial Center, Suite 1600 Boston, MA 02111 FMR Corp..............................290,100 (2) 10.0% 82 Devonshire Street Boston, MA 02109 Wilmer J. Thomas, Jr..................246,243 8.0% 272 Undermountain Road Salisbury, CT 06068 The TCW Group, Inc....................240,700 (2) 8.0% 865 South Figueroa Street Los Angeles, CA 90017 Dimensional Fund Advisors, Inc........146,300 (2) 5.0% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 All Directors and Executive...........418,462 (1) 7.0% (1) Officers as a Group (10 in number)
(1) Includes 57,000 shares underlying stock options granted to executive officers that are exercisable within 60 days. For information regarding beneficial ownership of the Company's Common Stock by each of its directors and executive officers, see "Certain Information Regarding Management's Nominees" and "Executive Officers." (2) Based on information supplied by the shareholder in its most recent Schedule 13G received by the Company. 2 ELECTION OF DIRECTORS There are six directors proposed to be elected at the 1997 Annual Meeting of Shareholders to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Those six nominees receiving a plurality of votes, assuming that a quorum is present, will be elected. Nominating Procedures The Company's by-laws provide that any shareholder entitled to vote for the election of directors may nominate persons for election as directors only if such shareholder has given written notice of such shareholder's intent to make such nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company 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 shareholders. Each such notice shall set forth: (a) The name and address of the shareholder who intends to make the nominations and of the person or persons to be nominated; (b) A representation that the shareholder 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 shareholder and each nominee an any other person or persons (naming such person or persons) pursuant to which nominations are to be made by the shareholder; (d) Such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (e) The consent of each nominee to serve as a director of the Company if so elected. The presiding officer of the 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. Certain Information Regarding Management's Nominees The following table gives information as of April 2, 1997 concerning management's nominees. All of management's nominees are now members of the Board of Directors whose current term of office expires at the election of their successors at the Meeting. Management has no reason to believe that any nominee will be unable to serve. If any nominee should not be available, the persons named in the proxies will vote for a substitute nominee designated by the Nominating Committee of the Board of Directors. 3
Principal Occupation and Business Director Number Percent of Name Age Experience Since of Shares Outstanding - ---- --- ------------ -------- --------- ----------- Mark E. Karp 50 President (Chief Executive 1989 104,299(1) 3.6% Officer) since January 1991. Member of Executive Committee since February 1989. Steven Kotler 50 President and Chief Executive 1977 24,420(2) * Officer of Schroder Wertheim & Co. Incorporated (investment bankers). Chairman of Executive Committee and member of Audit, Nominating and Stock Option Committees. Director of Del Laboratories, Inc. (cosmetics and drugs). A member of the Board of Governors of the American Stock Exchange. Robert H. Steele 58 Executive Vice President of 1981 3,500 * John Ryan Company (financial marketing) since 1992. Director of NLC Companies (insurance), and Accent Color Science, Inc. (printing systems). Peter C. Sutro 66 Retired. 1979 2,000 * Wilmer J. Thomas, Jr. 70 Private investor and 1979 246,243 8.4% financial consultant. Member of Executive, Audit, Nominating and Stock Option Committees. Director, Vice Chairman and Treasurer of Inter- national Controls Corp. (automotive parts and trailers) from 1989 through 1996. Director of Puro Water, Inc. (bottled water systems). Daniel K. Wassong 65 Chairman, President and 1994 1,000 * Chief Executive Officer of Del Laboratories, Inc. (cosmetics and drugs) since 1992. President and Chief Executive Officer thereof from 1968-1992. Director of Southern Union Company (gas utility).
*less than 1% (1) Includes 40,000 shares underlying options that are exercisable within sixty days. (See "Employment Agreement.") (2) Excludes 300 shares owned by Mr. Kotler's wife, in which he disclaims a beneficial interest. Meetings of Board and Committees The Board of Directors held four meetings during 1996. No director attended less than 75% of those meetings. The Board has an Executive Committee, an Audit Committee, a Nominating Committee and a Stock Option Committee. The Executive Committee has all the authority which, under the Delaware General Corporation Law, may be delegated to such a Committee; it has also been delegated the functions of a Compensation Committee. The Executive Committee held four formal meetings and several informal meetings during 1996. The Audit Committee recommends the firm of independent public accountants to be engaged as the Company's auditors and participates in such accounting reviews as it deems appropriate. It held one meeting during 1996. The Stock Option Committee is authorized to award stock options. It held one meeting during 1996. The Nominating Committee recommends to the Board management's nominees for election as directors and for officers. The Nominating Committee held two meetings during 1996. Fees Paid to Directors A director who is not also a salaried officer is paid a fee of $8,000 per annum plus $1,000 for each Board meeting attended. A member of the Executive Committee who is not a salaried officer is paid an additional $1,000 per annum for services in such capacity. A member of the Audit Committee who is not a salaried officer is paid another $2,000 per annum for services in such capacity. In addition, in 1996, Mr. Kotler received $50,000 as Chairman of the Executive Committee, and Mr. Thomas received $50,000 under a consulting arrangement with the Company pursuant to which Mr. Thomas consults with the Company's senior officers with respect to financial and transactional matters. Executive Officers The Company has four executive officers other than the Chief Executive Officer. Their ages, business experience over the last five years and number of shares of the Company's Common Stock beneficially owned by each of them as of April 2, 1997, are set forth below:
Business Number Percent of Name Age Experience of Shares Outstanding - ---- --- ---------- --------- ----------- Richard A. Bucchi 41 Senior Vice President Sales and Marketing 2,750(1) * since 1996; Vice President Information Services 1994 - 1996; Vice President Information Systems and Administration for Konica Business Machines, Inc., USA prior to 1994. John E. Dillaway 41 Senior Vice President Sales and 8,250(2) * Marketing since 1994; Vice President- Sales and Marketing from 1990-1994. Kenneth S. Kollmeyer 47 Senior Vice President Operations 10,000(3) * since 1992; Vice President - Distribution, 1989-1992. John A. Murray 53 Vice President and Chief Financial 16,000(4) * Officer of the Company since 1988.
* less than 1% (1) Includes 750 shares underlying stock options that are exercisable within 60 days. (2) Includes 3,250 shares underlying stock options that are exercisable within 60 days. (3) Includes 4,000 shares underlying stock options that are exercisable within 60 days. (4) Includes 3,000 shares underlying stock options that are exercisable within 60 days. 5 Executive Compensation The following table summarizes for the Company's fiscal year ended December 28, 1996, and for the two prior fiscal years, compensation earned by the Chief Executive Officer and each executive officer of the Company who served in such capacity on December 28, 1996 and whose total annual compensation exceeded $100,000 in the Company's most recent fiscal year. Summary Compensation Table
Long-Term Compensation Annual Compensation Awards -------------------------------------- ----------- Other Annual Securities All Other Name and Bonus($) Compensation($) Underlying Compensation($) Principal Position Year Salary($) (1) (2) Options(#) (3) - ------------------ ---- -------- -------- --------------- ----------- --------------- Mark E. Karp, 1996 401,117 - 76,624(4) - 9,000 Chief Executive 1995 381,666 - 80,393(4) - 9,000 Officer 1994 363,492 54,865 114,660(4) - 9,085 Richard Bucchi 1996 136,413 3,741 - 3,000 8,939 Senior Vice President-Sales and Marketing(5) John E. Dillaway, 1996 159,630 5,086 - 4,000 9,000 Senior Vice 1995 157,770 - - - 9,000 President-Sales and 1994 136,165 14,104 - - 9,120 Marketing Kenneth S. Kollmeyer 1996 168,549 5,351 - 4,000 9,000 Senior Vice 1995 160,030 - - - 9,000 President- 1994 152,924 16,796 - - 9,019 Operations John A. Murray 1996 162,863 4,654 - 3,000 9,000 Chief Financial 1995 154,710 - - - 9,000 Officer 1994 148,774 14,629 - - 8,830
(1) Mr. Karp's bonus was paid in accordance with his employment agreement and was based on the Company's earnings. Messrs. Bucchi's, Dillaway's Kollmeyer's and Murray's bonuses were paid under a plan which provides managerial and supervisory employees with bonuses based primarily on the Company's earnings. (2) Other annual compensation was less than 10% of the named executive officer's salary and bonus other than with respect to Mr. Karp for 1994, 1995 and 1996. (3) "All Other Compensation" consists of the Company's contribution to the named officer's retirement account under the Company's defined contribution plan. (4) Included in Mr. Karp's other annual compensation for 1994, 1995 and 1996 is $94,313, and $58,572, and $54,472 respectively, which represents the fair market value of restricted shares of the Company's Common Stock issued to Mr. Karp to compensate him for the Company's contributions that could not be made on his behalf to the Company's qualified retirement plans due to salary limitations imposed by the Internal Revenue Code. No other component of other annual compensation exceeds 25% of the total. (5) Mr. Bucchi became an executive officer during fiscal year 1996. 6 Employment Agreement Mark E. Karp has an employment agreement, as amended and restated in November 1992 and amended as of December 31, 1996 (the "Employment Agreement"), for a term ending December 31, 1997. Under the Employment Agreement, Mr. Karp's annual base salary is $421,173 for 1997, The Employment Agreement provides for an annual bonus if the Company's pre-tax earnings, before extraordinary items (as defined in the Employment Agreement), exceed a specified amount. Under the Employment Agreement, Mr. Karp is entitled to receive restricted shares of the Company's Common Stock having a market value approximating the amount the Company would have contributed to Mr. Karp's retirement account if the Company's retirement plans did not have the salary limitations imposed by the Internal Revenue Code for qualified retirement plans. Defined Benefit Plans 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 1." The Plan is a "Qualified Plan" within the meaning of the Internal Revenue Code. Under Internal Revenue Code guidelines for a qualified plan, no more than $160,000 (as may change from time to time) of cash compensation may be considered in calculating benefits payable under the Plan. Normal retirement is at age 65 and the Plan has a lump-sum payment option. 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 $20,286 $30,433 $40,577 $50,721 $160,000 25,838 $38,758 $51,677 $64,596
Mr. Karp will have 41 years of service, Mr. Bucchi will have 26 years of service, Mr. Dillaway will have 43 years of service, Mr. Kollmeyer will have 26 years of service, and Mr. Murray will have 20 years of service, assuming retirement from the Company at age 65. 7 Stock Options The following table provides information with respect to stock options granted to the named executive officers during the Company's last fiscal year. The Company has no SAR Plan and has issued no SARs. All Stock options were granted under the Company's Incentive Stock Option Plan.
Option Grants in Last Fiscal Year Potential Realizable Annual Rates of Stock Price Appreciation for Individual Grants Option Term - ------------------------------------------------------------------------------------- ---------------------- On % of Total Number of Options Securities Granted to Underlying Employees Exercise Options in Fiscal Price Expiration Name Granted Year ($/Sh) Date 5%($) 10%($) - ---- ---------- ----------- -------- ---------- ------ ------- Richard A. Bucchi, 3,000 6% 12.25 5/16/06 23,112 42,385 Senior Vice President John E. Dillaway, 4,000 8% 12.25 5/16/06 30,816 56,514 Senior Vice President Kenneth S. Kollmeyer, 4,000 8% 12.25 5/16/06 30,816 56,514 Senior Vice President John A. Murray, 3,000 6% 12.25 5/16/06 23,112 42,385 Chief Financial Officer
8 Stock Options The following table sets forth information concerning options exercised during the fiscal year ended December 28, 1996 and the number of unexercised options and the imputed value thereof held by the named executive officers at the end of such fiscal year:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Options Values Number of Securities Underlying Unexcercised In-the-Money Options at Options at Shares Fiscal Year-End (#) Fiscal Year-End($) Acquired ---------------------- ------------------ On Value Name Exercise(#) Realized($) Exercisable Unexcercisable Exercisable Unexercisable - ---- ------------ ----------- ----------- -------------- ----------- ------------- Mark E. Karp, Chief Executive, - - 40,000 10,000 - - Officer John E. Dillaway, Senior Vice - - - 3,000 - - President Richard A. Bucchi, Senior Vice - - 5,250 4,750 $8,051 - President Kenneth S. Kollmeyer, - - 6,000 5,000 $7,110 - Senior Vice President John A. Murray, Chief Financial - - 5,250 3,750 $8,051 - Officer
Compensation Committee Interlocks and Insider Participation The members of the Board's Executive Committee, which performs the functions of a compensation committee, are Steven Korler (Chairman), Mark E. Karp and Wilmer J. Thomas, Jr. Mr. Karp, who is the Company's Chief Executive Officer, did not participate in any of the Executive Committee's discussions of its recommendations to the Board regarding his compensation. Executive Committee's Compensation Report Mr. Karp's 1996 compensation was determined pursuant to the terms of his employment agreement, as amended and restated in November 1992 and amended as of December 31, 1996. (See "Employment Agreement.") 9 The Company relies upon Mr. Karp, its Chief Executive Officer, to establish management compensation levels, including the compensation of the Company's four other executive officers, Richard A. Bucchi, John E. Dillaway, Kenneth S. Kollmeyer and John A. Murray, none of whom has an employment agreement. In establishing their salaries, the bonuses listed under "Executive Compensation - Summary Compensation Table," and the options listed under "Stock Options - Option Grants in Last Fiscal Year," Mr. Karp considered compensation paid to executives by other companies, his judgment of each executive officer's value to the Company compared with that of other employees and each executive officer's performance. Each executive officer participates in the Company's bonus plan which is based upon the Company's earnings. See "Executive Compensation - Summary Compensation Table." Executive Committee: Mark E. Karp Steven Kotler Wilmer J. Thomas, Jr. 10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Comparative Analysis Total Shareholder Return Prepared for MOORE MEDICAL CORPORATION Performance Graph The graph below compares the cumulative total shareholders' return of the Common Stock of the Company for the last five years with the American Stock Exchange Composite Index and the Standard & Poor's Drug and Proprietary - Wholesale Distribution Index ("S&P Drug Distribution"). The graph plots the value of a $100 investment on December 31, 1991, assuming that all dividends were reinvested. Return To Shareholders Moore Medical Corporation [GRAPH APPEARS HERE]
1991 1992 1993 1994 1995 1996 MOORE MEDICAL CORP. 100 375.000 340.625 328.125 268.750 256.250 PEER GROUP 100 107.283 126.602 162.931 188.048 249.246 AMERICAN STOCK EXCH. INDEX 100 100.890 110.370 116.350 155.810 194.270
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1997 ANNUAL MEETING Shareholders may present proposals for inclusion in the Company's 1998 Proxy Statement provided they are received by the Company no later than December 4, 1997 and are in compliance with applicable Securities and Exchange Commission regulations. Shareholder nominations of persons for election as directors are subject to the notice requirements described above under the caption "Election of Directors - Nominating Procedures." THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT Price Waterhouse LLP is the independent public accountant for the Company. A representative of Price Waterhouse LLP is expected to be present at the 1997 Annual Meeting of Shareholders and will be available to answer appropriate questions. Dated: April 21, 1997 A SHAREHOLDER MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 28, 1996 WITHOUT CHARGE BY WRITING TO: CHIEF FINANCIAL OFFICER, MOORE MEDICAL CORP., P.O. BOX 1500, NEW BRITAIN, CONNECTICUT 06050. 12 -----END PRIVACY-ENHANCED MESSAGE-----