At 568 Pages, Proxy Statement Is Heavy Favorite for Record Book

Around Carter Hawley Hale Stores’ headquarters these days, folks are joking about the possibility of getting a mention in the next edition of the Guinness Book of World Records.

After all, a proxy statement mailed recently to stockholders weighed in at 568 pages (plus the cover). The statement, which spells out every detail of the company’s restructuring, is thought to be the largest proxy statement ever. It passes Fox Television’s 1986 proxy--considered the biggest until now--by nearly 100 pages.

“It was a colossal job,� said Dennis A. Towle, vice president of Pandick Los Angeles, which did the printing.

All told, the document required 4 1/2 rail cars of paper and more than 75,000 corrections. Once Pandick got the nod from Carter Hawley on the morning of Wednesday, July 29, it printed and mailed 80,000 copies by Friday night. Postage alone cost more than $150,000.

Though the document was eight months in the making, lawyers nonetheless went down to the wire to get it to pass muster with the Securities and Exchange Commission to ensure that the company’s shareholders vote could be held in August.

For the last 3 1/2 weeks of the process, a group of attorneys set up shop at Pandick’s offices at 1900 S. Figueroa in Los Angeles. They took over several conference rooms, working in round-the-clock shifts seven days a week.

“Plenty of times we had lawyers who slept on the couches at Pandick,� said Eileen Nugent Simon, a senior associate with the New York firm of Skadden, Arps, Slate, Meagher & Flom.

To be sure, this wasn’t exactly roughing it. Pandick’s offices are equipped with such amenities as a pool table and abundant food and beverages. “The group sort of fell in love with Calistoga water,� Simon said.

With the proxy in near-final form, a Skadden attorney flew to Washington on July 28, rented a car with two phones and sat outside the SEC’s offices. Lawyers in Los Angeles were still telephoning changes to him as the filing deadline neared. At one point, the driver went inside to get a visitor’s pass in case he would be needed to shuttle documents between offices.

Just before the 5:30 p.m. deadline, the attorney headed inside, where a sympathetic SEC examiner stayed past closing time and finally gave the OK.

Pandick got about $3 million for printing the proxy and several other documents connected with the restructuring. “From a financial printer’s standpoint,� Towle said, “this is a once-in-a-lifetime job.�