Trends in Long-Term Care - U.S. Senate Special Committee on Aging

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Ber<strong>in</strong>ger and Hurley have been Vice Presidents of Blair & Co., Inc., s<strong>in</strong>ce September
1966. Prior to that time they had for over three and one-half years been
officers of P. W. Brooks & Co. Incorporated, an <strong>in</strong>vestment bank<strong>in</strong>g firm which
was acquired by Blair & Co., Inc.
REMUNERATION OF OFFICERS AND DIRECTORS
Dur<strong>in</strong>g the fiscal year ended September 30, 1967, Samuel A. Kilurnian, the
Company's President, received payments of aggregate direct remuneration <strong>in</strong>
the sum of $28,000 <strong>in</strong> cash and accrued bonuses of $20,000, which were subsequently
paid to him <strong>in</strong> Common Stock, $.10 par value, of tile Company, on the
basis of $9.15 per share (see "Interest of Management and Others <strong>in</strong> Certa<strong>in</strong>
Transactions"). The total aggregate annual remuneration of all officers and
directors was $94,500, <strong>in</strong>clud<strong>in</strong>g the accrued bonuses referred to above.
On January 30, 1968 Mr. Kilurman entered <strong>in</strong>to a 5-year employment contract
with the Company at an annual salary of $40,000 for the first year and $50,000
for the succeed<strong>in</strong>g four years.
QUALIFIED STOCK OPTION PLAN
The Company has adopted a stock option plan (the "Plan") <strong>in</strong>tended to qualify
as a qualified stock option plan under Section 422 of the Internal Revenue Code
of 1954, as amended. Under the Plan, officers and key employees of the Company
may be given options at the discretion of the Board of Directors to purchase
Common Stock at prices not less than 100% of its fair market value at
the time the option is granted. Each option granted may be exercised commenc<strong>in</strong>g
two years, but not later than five years, after the grant and, except <strong>in</strong> the
event of death or retirement. may be exercised only while the grantee of the
option is <strong>in</strong> the employ of the Company.
Of the Company's Common Stock, 30,000 shares have been reserved for issuance
under the Plan. To date no options have been granted under the Plan.
The Company has also reserved 20,000 shares for <strong>in</strong>centive, deferred compensation
and other employee benefit plans which may be formulated by the Board
of Directors.
PRINCIPAL STOCKHOLDERS
The follow<strong>in</strong>g table sets forth the number of shares of Common Stock owned
of record and beneficially as of March 31, 1968 and the percentage of the total
number of outstand<strong>in</strong>g shares of such stock so owned (a) by each person who
owned of record, or, to the knowledge of the Company beneficially, 10% or more
of such shares and (b) by all directors and officers as a group as of that date
and as adjusted as of that date to give effect to the issuance of the 300,000
shares be<strong>in</strong>g offered by this Prospectus:
Percentage of Outstand<strong>in</strong>g
Shares-
Number As of
of shares Mar. 31,1968 As adjusted
Bernard Bergman - 2 188, 306 31.5 21.0
Samuel A. Klurman I- 2165,374 27.7 18. 4
The First Connecticut Small Bus<strong>in</strong>ess Investment Co- 3189, 376 31.7 21.1
All directors and officers as a group - 350, 930 63.8 42. 5
I Pursuant to an agreement with the First Connecticut Small Bus<strong>in</strong>ess Investment Co. ("First Connecticut"), Messrs.
Beruman and Klurman have each granted Messrs. Bre<strong>in</strong>er and Engelson, subject to certa<strong>in</strong> conditions, a proxy to voae
41,078 of his shares for the election of directors, for a period of 5 years, as directed by that company. The power to vote
these 82,152 shares for directors will give F irst Connecticut an aggregate vot<strong>in</strong>g power ftr such rurpose of 30.2 rercent of
the shares outstand<strong>in</strong>g on completion of the offer<strong>in</strong>g, as compared with 21 percent based on the shares which it holds.
2 Includes shares owned of record and beneficially by the children of Messrs. Bergman and Klurman.
a The company is <strong>in</strong>formed that 122,400 of such shares are owned beneficially by four other small bus<strong>in</strong>ess <strong>in</strong>vestment
companies licensed under the Small Bus<strong>in</strong>ess Investment Act of 1958. In addition, 7s set forth on the cover page of the
prospectus, the company has granted First Connecticut a l-year option to buy 5,000 shares of the company's common
stock at a price equal to the <strong>in</strong>itial public onfer<strong>in</strong>g price, <strong>in</strong> consideration of its assistance <strong>in</strong> negotiat<strong>in</strong>g the underwrit<strong>in</strong>g
arrangements with the representative of the underwriters.
The above-named stockholders as a group may be said to possess the power
to direct or cause the direction of the management and policies of the Company