SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
THE YORK GROUP, INC.
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the 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)(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:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
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THE YORK GROUP, INC.
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1998
------------------------
To the Stockholders of
The York Group, Inc.
Notice is hereby given that the Annual Meeting of Stockholders (the
"Annual Meeting") of The York Group, Inc. will be held at the York
International Merchandising Center, 1717 St. Charles Avenue, New Orleans,
Louisiana 70130, at 1:30 p.m., local time, on Tuesday, May 5, 1998, for the
following purposes:
1. To elect seven persons to serve as directors on the Board of
Directors until the 1999 annual meeting of stockholders and until their
successors have been duly elected and qualified;
2. To consider and act upon a proposal to approve an amendment to The
York Group, Inc. 1996 Employee Stock Option Plan; and
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 12, 1998 will be
entitled to notice of and to vote at the Annual Meeting, or any adjournment or
adjournments thereof. Stockholders are cordially invited to attend the Annual
Meeting in person. Those who will not attend and who wish their shares voted are
requested to sign, date and mail promptly the enclosed proxy for which a return
envelope is provided.
By Order of the Board of Directors
Cristen L. Cline, SECRETARY
Houston, Texas
March 30, 1998
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED
TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND THE ANNUAL
MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
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THE YORK GROUP, INC.
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
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PROXY STATEMENT
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SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The York Group, Inc., a Delaware
corporation ("York" or the "Company"), for use at the annual meeting of
stockholders to be held on Tuesday, May 5, 1998, at the York International
Merchandising Center, 1717 St. Charles Avenue, New Orleans, Louisiana 70130, at
1:30 p.m., local time, or at any adjournment or adjournments thereof (such
meeting or adjournment(s) thereof referred to as the "Annual Meeting"). Copies
of the Proxy, Notice and Proxy Statement are being mailed to stockholders on or
about March 31, 1998.
In addition to solicitation by mail, solicitation of proxies may be made by
personal interview, special letter, telephone or telecopy by the officers,
directors and employees of the Company. Brokerage firms will be requested to
forward proxy materials to beneficial owners of shares registered in their names
and will be reimbursed for their expenses. The cost of solicitation of proxies
will be paid by the Company.
A proxy received by the Board of Directors of the Company may be revoked by
the stockholder giving the proxy at any time before it is exercised. A
stockholder may revoke a proxy by notification in writing to the Company at 9430
Old Katy Road, Suite 300, Houston, Texas 77055, Attention: Corporate Secretary.
A proxy may also be revoked by execution of a proxy bearing a later date or by
attendance at the Annual Meeting and voting by ballot. A proxy in the form
accompanying this Proxy Statement, when properly executed and returned, will be
voted in accordance with the instructions contained therein. A PROXY RECEIVED BY
MANAGEMENT WHICH DOES NOT WITHHOLD AUTHORITY TO VOTE OR ON WHICH NO
SPECIFICATION HAS BEEN INDICATED WILL BE VOTED (I) FOR ELECTION OF THE NOMINEES
NAMED HEREIN TO THE BOARD OF DIRECTORS OF THE COMPANY; (II) FOR APPROVAL OF THE
AMENDMENT OF THE YORK GROUP, INC. 1996 EMPLOYEE STOCK OPTION PLAN AS DESCRIBED
HEREIN; AND (III) IN THE DISCRETION OF THE PROXY HOLDER ON ALL OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING. A majority of the outstanding shares
will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
At the date of this Proxy Statement, management of the Company does not
know of any business to be presented at the Annual Meeting other than those
matters which are set forth in the Notice accompanying this Proxy Statement.
COMMON STOCK OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Board of Directors of the Company (the "Board") has fixed the close
of business on March 12, 1998, as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. At that
date there were outstanding 8,906,950 shares of common stock, par value $0.01
per share ("Common Stock"), of the Company and the holders thereof will be
entitled to one vote for each share of Common Stock held of record by them on
that date for each proposition to be presented at the Annual Meeting.
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The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of March 12, 1998, unless otherwise
specified, by (i) all persons who own of record or are known by the Company to
own beneficially more than 5% of the outstanding shares of such class of stock,
(ii) each director and Named Executive Officer (as defined herein), and (iii)
all directors and executive officers of the Company as a group:
NAME NUMBER PERCENT
- ---------------------------------------- ----------- -------
Bruce E. Elder(1)....................... 604,600 6.8%
394 Olivewood Court
Rochester, Michigan 48306
Elder Group, Inc........................ 604,600 6.8%
394 Olivewood Court
Rochester, Michigan 48306
Eldon P. Nuss(2)........................ 46,666 *
Bill W. Wilcock(3)...................... 181,000 2.0%
Kirk P. Pendleton(4).................... 34,500 *
Robert T. Rakich(5)..................... 12,500 *
Roger W. Sevedge(6)..................... 329,104 3.7%
Gerald D. Runnels(7).................... 249,152 2.8%
George L. Foley, Jr.(8)................. 13,180 *
Gerard K. Nichols(9).................... 47,720 *
David F. Beck(10)....................... 37,400 *
All directors and executive officers as
a group (15 persons)(11).............. 1,660,142 18.2%
- ------------
* Less than 1%
(1) Includes 604,600 shares owned directly by Elder Group, Inc., of which Mr.
Bruce Elder is President.
(2) Includes 16,666 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(3) Includes 111,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(4) Includes 32,500 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(5) Includes 7,500 shares that may be acquired within the next 60 days upon the
exercise of outstanding stock options.
(6) Includes 164,552 shares owned by a revocable living trust of which Mr.
Sevedge is sole trustee; and 164,552 shares owned by a revocable living
trust in the name of Mr. Sevedge's spouse of which Mr. Sevedge's spouse is
sole trustee, as to which Mr. Sevedge disclaims beneficial ownership.
(7) Includes 3,000 shares owned by the spouse of Mr. Runnels, as to which
shares Mr. Runnels disclaims beneficial ownership, and 1,200 shares that
may be acquired within the next 60 days upon the exercise of outstanding
stock options.
(8) Includes 13,180 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(9) Includes 25,180 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(10) Includes 5,400 shares that may be acquired within the next 60 days upon the
exercise of outstanding stock options.
(11) Includes an aggregate of 217,706 shares that may be acquired within the
next 60 days upon the exercise of outstanding stock options.
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
GENERAL
Seven directors are to be elected at the Annual Meeting. The Company
recommends voting for the election of each of the nominees for director listed
below. The persons named in the accompanying proxy intend to vote each properly
signed and submitted proxy for the election of each named nominee below to the
Board of Directors unless authority to vote in the election of directors is
withheld on such proxy. If, for any reason any nominee should become unavailable
for election, the proxy may be voted for a substitute nominee selected by the
Board, or the Board may be reduced accordingly. The Board is not aware of any
circumstances likely to render any nominee unavailable for election. Directors
are elected by a plurality of votes cast at the Annual Meeting.
Unless otherwise specified, all properly executed proxies received by the
Company will be voted for the election of the nominees listed below to hold
office until the 1999 annual meeting of stockholders and until each of their
respective successors is duly elected and qualified.
THE COMPANY RECOMMENDS VOTING "FOR" THE NOMINEES.
NOMINEES FOR DIRECTOR
The following table sets forth the name, age and principal position of each
nominee listed on the enclosed proxy for director to hold office until the 1999
annual meeting of stockholders.
NAME AGE POSITION
- ---------------------------------------- --- ------------------------------
Eldon P. Nuss........................... 64 Chairman of the Board
Bill W. Wilcock......................... 54 Chief Executive Officer,
President and Director
Bruce E. Elder.......................... 68 Director
Kirk P. Pendleton....................... 58 Director
Robert T. Rakich........................ 60 Director
Roger W. Sevedge........................ 61 Director
Paul B. Wilson.......................... 82 Nominee
ELDON P. NUSS joined the Company in October 1990 as President and Chief
Executive Officer, and was elected Chairman of the Board in January 1996. He
served as President until March 1996 and as Chief Executive Officer until
October 1996. He has been a director since September 1990. Mr. Nuss was
President, Chief Executive Officer and a director of PMI Industries, Inc., a
Houston-based manufacturer of diverse metal products, from 1975 through June
1990.
BILL W. WILCOCK joined the Company in March 1996 as President and a
director and became Chief Executive Officer in October 1996. Mr. Wilcock
previously served as President of AlliedSignal Braking Systems Americas from
1991 to 1994 and as Vice President Planning, Automotive Sector, for
AlliedSignal, Inc. from 1995 to February 1996.
BRUCE E. ELDER has been a director of the Company since September 1990. Mr.
Elder has been President of the Elder Group, Inc., since 1972 and is also a
director of Vandor Corporation, a York supplier.
KIRK P. PENDLETON has been a director of the Company since December 1992.
Mr. Pendleton is Chairman and Chief Executive Officer of Cairnwood, Inc., a
private investment firm, and has served in various capacities there since 1983.
He also serves as a director of AMCAP Fund, Inc., American Variable Annuity
Fund, Europacific Growth Fund, Fundamental Investors, Inc. and New Perspective
Fund.
ROBERT T. RAKICH has been a director of the Company since April 1996. Mr.
Rakich has served as President and Chief Operating Officer of Business Men's
Assurance Co., an insurance and financial services company, since November 1995.
Mr. Rakich was President and Chief Executive Officer of Laurentian Capital
Corporation, an insurance and financial services firm, from 1987 through
November 1995. Mr. Rakich also serves as a director of Business Men's Assurance
Company of America, Jones &
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Babson and BMA Financial Services, Inc. It is expected that the Board will elect
Mr. Rakich as Chairman of the Board following the Annual Meeting.
ROGER W. SEVEDGE has been a director of the Company since February 1998.
Mr. Sevedge owns Artco Casket Company, Inc. ("Artco"), a York distributor, and
has served as Artco's President since 1980. Mr. Sevedge is also a stockholder
and officer of Star Manufacturing Corporation, a company which purchases casket
components from York and assembles the components into finished caskets.
PAUL B. WILSON served as Vice Chairman of Colonial Guild, Ltd., a
manufacturer of memorialization and commemorative products, from 1988 until
March 16, 1998. On March 16, 1998, York acquired all of the outstanding shares
of stock of Colonial Guild, Ltd. Prior to 1988, Mr. Wilson served as President
of Colonial Guild. Mr. Wilson was a significant stockholder of Colonial Guild,
Ltd. at the time of its acquisition by York.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board met or acted by written consent eight times in 1997. The Board
has an Executive Committee on which Messrs. Elder, Rakich and Wilcock currently
serve, an Audit Committee on which Messrs. Elder, Pendleton and Rakich currently
serve, and a Human Resources Committee on which Messrs. Pendleton and Rakich
currently serve. The Audit Committee, which met two times in 1997, recommends to
the Board the engagement of the Company's independent public accountants and
reviews with such accountants the plans for and the results and scope of their
auditing engagement. The Human Resources Committee, which met four times in
1997, reviews the compensation of executive officers and other key employees and
makes recommendations to the Board with respect thereto, including the granting
of stock options. The Executive Committee was created in February 1998 and met
one time in February 1998. All directors attended at least 75% of the meetings
of the Board and the meetings of the committees on which they served in fiscal
1997. The Human Resources Committee serves as the Stock Option Committee for
purposes of the Company's 1996 Employee Stock Option Plan and met two times in
1997 for the purpose of awarding stock options pursuant to such plan.
DIRECTOR COMPENSATION
Each director who is not an employee of the Company receives an annual
retainer of $5,000 and fees of $1,000 per meeting of the Board or a committee
thereof (other than any committee meeting held in conjunction with a meeting of
the Board). In addition, each director is entitled to reimbursement for
reasonable expenses incurred in attending Board or committee meetings or the
discharge of any special projects assigned to a director by the Board. In April
1997, the Board approved The York Group, Inc. Non-Employee Director Cash and
Equity Compensation Plan (the "Director Compensation Plan"). The Director
Compensation Plan allows each non-employee director to receive the annual
retainer and meeting fees in cash, shares of Company stock, or one-half in cash
and one-half in shares of Company stock. The Director Compensation Plan also
allows each non-employee director to receive the annual retainer and meeting
fees currently, or to defer such fees until such director ceases to be a
director or upon death or disability. In addition, directors who (i) are not, or
have not been, employees of the Company, and (ii) do not receive remuneration,
directly or indirectly, from the Company, will receive automatic grants of
nonqualified stock options under the Company's 1996 Independent Director Stock
Option Plan. These directors receive an option to purchase 5,000 shares upon
their initial election to the Board and an option to purchase 2,500 shares upon
each reelection to the Board, up to a maximum aggregate limit of options to
purchase 15,000 shares under the Company's 1996 Independent Director Stock
Option Plan.
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EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the persons
who are not nominees for director and who are executive officers of the Company:
NAME AGE POSITION
- ------------------------ --- -----------------------------------------------
George L. Foley, Jr. ... 57 Executive Vice President
Gerald D. Runnels ...... 57 Vice President National Accounts,
International Sales and Distributor Relations
Gerard K. Nichols ...... 56 Vice President Manufacturing/Engineering
Kenneth L. Johnson ..... 54 Vice President Manufacturing/Stamping
Alfred M. Turner, III .. 48 Senior Vice President Marketing and Sales
Daniel G. Cassity ...... 48 Vice President Manufacturing/Wood Products
and Components
David F. Beck .......... 45 Vice President Finance, Chief Financial
Officer, and Treasurer
Sandra A. Matson ....... 45 Vice President Quality, Information Systems
and Distribution
Cristen L. Cline ....... 31 General Counsel and Secretary
GEORGE L. FOLEY, JR. was elected Executive Vice President of the Company in
January 1996. Mr. Foley served in other executive officer capacities with the
Company from September 1990 until January 1996. Mr. Foley served as a director
of the Company from September 1990 until April 1997.
GERALD D. RUNNELS served as President and Chief Executive Officer of
Houston Casket Company, d/b/a York Southwest Casket Company ("Houston
Casket"), a York distributor, from December 1983 until January 1997. In January
1997, York acquired substantially all of the assets and assumed certain
liabilities of Houston Casket. In February 1997, Mr. Runnels was elected Vice
President National Accounts and International Sales and in March 1998 was
appointed as Vice President Distributor Relations. Mr. Runnels served as a
director of York from September 1990 until April 1997.
GERARD K. NICHOLS joined the Company in June 1993 as Director of
Engineering and was elected Vice President Manufacturing/Engineering in February
1995. For more than five years prior to joining the Company, Mr. Nichols held
various manufacturing and procurement positions with Service Corporation
International.
KENNETH L. JOHNSON joined the Company in December 1993 when the Company
acquired the assets of Kenco Manufacturing, Inc., for which Mr. Johnson served
as President since January 1970. Mr. Johnson was elected Vice President
Manufacturing/Stamping in February 1995. Mr. Johnson served as a director of the
Company from September 1990 until January 1996.
ALFRED M. TURNER, III joined the Company in June 1997 as Senior Vice
President Marketing and Sales. Mr. Turner previously served as Group Vice
President of Sales Operations of Frigidaire Company from April 1994 to June
1997. Prior to that Mr. Turner served as Vice President of Marketing of Broyhill
Furniture Industries from June 1992 until April 1994.
DANIEL G. CASSITY joined the Company in June 1997 as Vice President
Manufacturing/Wood Products and Components. Mr. Cassity previously served as
Vice President of Operations of JAMI, Inc. from January 1997 to June 1997. Prior
to joining JAMI, Inc., Mr. Cassity served in various manufacturing positions
with Krueger International, Inc. for over 10 years.
DAVID F. BECK joined the Company in October 1990 as Vice President Finance
and Chief Financial Officer and was elected Treasurer in January 1996. Prior to
joining the Company, Mr. Beck served in various financial and accounting
positions with the Company's predecessors for six years.
SANDRA A. MATSON joined the Company in June 1997 as Vice President Quality,
Information Systems and Distribution. Ms. Matson previously served as Director
of Quality Systems of Bosch Braking Systems Americas (formerly AlliedSignal
Braking Systems Americas) from April 1996 to June 1997. Prior to that
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Ms. Matson served in positions of increasing responsibility with AlliedSignal
Braking Systems Americas for over four years.
CRISTEN L. CLINE joined the Company in July 1997 as General Counsel and
Secretary. Prior to joining the Company, Ms. Cline served as Corporate Counsel
to Keystone International, Inc. from March 1996 to July 1997. Prior to that, Ms.
Cline practiced law with Vinson & Elkins, L.L.P. law firm from October 1991 to
March 1996.
HUMAN RESOURCES COMMITTEE REPORT1
The Human Resources Committee of the Board (the "Committee") is composed
entirely of outside directors. The Committee is responsible for establishing and
administering the compensation policies applicable to the Company's executive
officers and other key employees.
The Company's compensation objectives include attracting and retaining the
best possible executive talent, motivating executive officers to achieve the
Company's performance objectives, rewarding individual performance and
contributions, and linking executives' and stockholders' interests through
equity based plans.
The Company's executive compensation consists of three key components: base
salary, annual incentive compensation and stock options, each of which is
intended to complement the others and, taken together, to satisfy the Company's
compensation objectives. The Committee's policies with respect to each of the
three components are discussed below.
BASE SALARY. In the early part of each fiscal year, the Committee reviews
the base salary of the Chief Executive Officer ("CEO") and other executive
officers of the Company and approves annual base salaries for each of the
executive officers. The Committee, in determining the appropriate base salaries
of its executive officers, generally considers the level of executive
compensation in similarly sized companies. In addition, the Committee takes into
account (i) the performance of the Company and the roles of the individual
executive officers with respect to such performance, and (ii) the particular
executive officer's specific responsibilities and the performance of such
executive officer in those areas of responsibility. In 1997, the Company
retained the services of Hay Group to formulate and establish a consistent
executive compensation arrangement.
ANNUAL INCENTIVE COMPENSATION. In 1997, the Company maintained a bonus
program which provided direct financial incentives in the form of an annual cash
bonus to executive officers to achieve and exceed the Company's annual goals
which were based on targeted amounts of overall sales and earnings. For 1997,
the bonus amounts were also based on the Committee's review of each executive
officer's specific responsibilities.
STOCK OPTIONS. The Company currently maintains four stock option plans,
three of which are for employee participation, and one of which, the 1996
Employee Stock Option Plan, is currently used for the issuance of stock options.
The primary objective of the stock option program is to link the interests of
the Company's stockholders to the executive officers and other selected
employees of the Company through the grant of stock options. The aggregate
number of options recommended by the Committee is based on practices of
comparable companies and each individual's expected long term contribution to
the success of the Company.
NAMED EXECUTIVE OFFICERS. Consistent with the Company's compensation
program outlined above, compensation for each of the Named Executive Officers
consists of a base salary, annual bonus and stock options. The base salaries for
the Named Executive Officers for fiscal 1997 were believed to be at levels
consistent with amounts paid to executives with comparable qualifications,
experience and responsibilities of other similarly sized companies. Cash bonuses
have been paid to all Named Executive Officers of the
- ------------
(1) Notwithstanding filings by the Company with the Securities and Exchange
Commission ("SEC") that have incorporated or may incorporate by reference
other SEC filings (including this proxy statement) in their entirety, this
Human Resources Committee Report shall not be incorporated by reference into
such filings and shall not be deemed to be "filed" with the SEC except as
specifically provided otherwise.
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Company as a result of the Company achieving its targeted goals for sales and
earnings and the guidance and performance of such officers in assisting the
Company to achieve those goals.
CHIEF EXECUTIVE OFFICER. Mr. Wilcock was employed by the Company as of
March 1996 for a two-year term at a base salary of $260,000 per year. He was
also granted options to purchase 250,000 shares of Common Stock at the initial
public offering price, vesting over five years. The Committee believes the base
salary of the CEO to be comparable with chief executive officers of other
similarly sized companies with comparable qualifications, experience and
responsibilities.
Human Resources Committee: Kirk P. Pendleton and Robert T. Rakich
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Committee was, during fiscal 1997, an officer or employee
of the Company or any of its subsidiaries, or was formerly an officer of the
Company or any of its subsidiaries.
No executive officer of the Company served as (i) a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Committee, (ii) a director of another entity, one of whose executive officers
served on the Committee, or (iii) a member of the compensation committee (or
other board committee performing equivalent functions) of another entity, one of
whose executive officers served as a director of the Company.
PROPOSAL NO. 2 -- AMEND COMPANY'S 1996 EMPLOYEE STOCK OPTION PLAN TO INCREASE
NUMBER OF SHARES ISSUABLE UPON EXERCISE OF STOCK OPTIONS
GENERAL
The Board of Directors of the Company has adopted, subject to approval by
the stockholders, an amendment (the "Proposed Amendment") to the Company's
1996 Employee Stock Option Plan (the "Employee Plan"), and has directed that
the Proposed Amendment be submitted to the stockholders for approval.
The Company recommends voting to approve the Proposed Amendment. The
persons named as proxy holders in the accompanying proxy intend to vote each
properly signed and submitted proxy for the Proposed Amendment unless otherwise
indicated. The Amendment is passed or rejected by a majority of votes cast at
the Annual Meeting.
PROPOSED AMENDMENT
The Plan currently provides for the grant to employees of up to an
aggregate of 500,000 incentive stock options and/or nonqualified stock options
by the Committee. The Proposed Amendment provides for the grant to employees of
up to an aggregate of 900,000 incentive stock options and/or nonqualified stock
options.
THE COMPANY RECOMMENDS VOTING FOR PROPOSAL NO. 2
SUMMARY OF THE EMPLOYEE PLAN
PURPOSE. The Company maintains the Employee Plan. The purpose of the
Employee Plan is to secure for the Company and its stockholders the benefits
arising from stock ownership by selected executive employees and other key
employees of the Company or its subsidiaries as the Committee may from time to
time determine. The Company believes that the possibility of participation in
the Employee Plan through receipt of incentive stock options ("Incentive
Options") or nonqualified options ("Nonqualified Options") will provide
selected executives and other key employees an incentive to perform more
efficiently and will assist the Company in obtaining and retaining people of
outstanding training and ability.
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TERM. The Employee Plan was adopted by the Board effective January 24,
1996, and approved by the stockholders on the same date. The Employee Plan is
effective for a period of 10 years, and no stock option shall be granted under
the Employee Plan more than 10 years after the effective date of the plan.
ADMINISTRATION. The Employee Plan is administered by the Committee, which
is comprised of not less than two members of the Board, all of which members
shall be "disinterested persons" as defined by the Employee Plan. All
questions of interpretation and application of the Employee Plan shall be
determined by the Committee. The Human Resources Committee currently serves as
the Committee.
PARTICIPATION. All executive employees and other key employees of the
Company or of any subsidiary corporation are eligible to participate in the
Employee Plan; provided, however, that no member of the Committee shall be
entitled to receive a stock option under the Employee Plan while serving as a
member of the Committee. Directors of the Company who are not regular employees
of the Company are not eligible to participate in the Employee Plan. During the
lifetime of the option holder, stock options shall be exercisable only by the
recipient, the recipient's guardian or legal representative, and will be
transferable only by will or operation of the laws of descent and distribution,
pursuant to a qualified domestic relations order, or if established by the
Committee, pursuant to intra-family transfers without payment of consideration.
SHARES OF STOCK AVAILABLE FOR OPTIONS. A total of 500,000 shares of Common
Stock are available for issuance under the Employee Plan. Shares subject to
stock options under the Employee Plan may be either authorized or unissued
shares or issued shares that have been acquired by the Company and held in
treasury. When stock options have been granted under the Employee Plan and have
lapsed unexercised or partially unexercised or have been surrendered for
cancellation by the option holder, the unexercised shares may be reoptioned
under the Employee Plan. If Proposal No. 2 set forth herein is approved by the
stockholders of the Company, a total of 900,000 shares of Common Stock will be
available for issuance under the Employee Plan.
The Employee Plan provides for an appropriate adjustment of shares
available under the Employee Plan and of shares subject to outstanding stock
options in the event of any changes in the outstanding Common Stock by reason of
any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or any other similar transaction.
STOCK OPTIONS. The Committee may designate a stock option as an Incentive
Option or as a Nonqualified Option. The terms of each stock option shall be set
out in a written stock option agreement setting forth the terms and conditions
of the stock option, which incorporates the terms of the Employee Plan.
The option price shall be determined by the Committee, but shall not in any
event be less than the par value of the Common Stock. In the case of an
Incentive Option, the option price shall not be less than 100% of the fair
market value of the Common Stock at the time the stock option is granted. In the
case of an Incentive Option issued to a 10% stockholder of the Company, (i) the
option price may not be less than 110% of the fair market value of the Common
Stock on the date of grant, and (ii) the period over which the Incentive Option
is exercisable may not exceed 5 years.
Stock options may be exercised by written notice of exercise and payment of
the stock option price in cash, by check or by certified or cashier's check or
in any other manner that the Committee may approve. Special rules apply which
limit the time and exercise of a stock option following an employee's
termination of employment.
AMENDMENT OF EMPLOYEE PLAN. The Board or the Committee may at any time and
from time to time amend, rescind, suspend or terminate the Employee Plan, as it
shall deem advisable, provided that the Employee Plan may not be amended in any
manner which would cause the Employee Plan to no longer comply with tax or other
regulatory requirements applicable to Incentive Options. Furthermore, no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement. No change may be
made in, and no amendment, rescission, suspension or termination of the Employee
Plan shall have an effect on, stock options previously granted under the
8
<PAGE>
Employee Plan which may impair or alter the rights or obligations of the holder
thereof. Changes may be made in stock options previously granted with the
consent of the option holder.
MERGER, CONSOLIDATION OR SALE OF ASSETS. If the Company shall engage in a
merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Common Stock, then a number of stock options proportionate to the number of such
involved shares), shall become exercisable for the securities and other
consideration to which a holder of the number of shares of the Common Stock
subject to each such stock option would have been entitled to receive pursuant
to the terms of such merger, consolidation, reorganization or recapitalization.
In the event of (i) a potential merger or consolidation involving the Company,
regardless of whether the Company is a surviving entity of such merger or
consolidation, (ii) a potential liquidation or dissolution of the Company, (iii)
a potential sale or other disposition by the Company of all or substantially all
of its assets, or (iv) a potential sale or other disposition by the stockholders
of the Company of all or substantially all of the outstanding Common Stock to
one purchaser (any such merger, consolidation, liquidation, dissolution or sale
being referred to as a "Significant Event"), then the Company, upon obtaining
approval of the Board, may waive any and all vesting restrictions on outstanding
options. In consideration of any such waiver of vesting restrictions, the
Company shall have the option to require all option holders to exercise or have
terminated their vested but unexercised stock options upon the occurrence of the
Significant Event by providing written notice to all option holders at least 15
days before the occurrence of the Significant Event.
COMPENSATION DEDUCTION LIMITATION. Section 162(m) of the Internal Revenue
Code of 1986, as amended, generally limits to $1 million per year per employee
the tax deduction available to publicly traded companies for certain
compensation paid to Named Executive Officers. There is an exception (Section
162(m)(4)(C)) from this deduction limitation, for certain "performance-based
compensation" if specified requirements are satisfied. The grants of Incentive
Options and Nonqualified Options at fair market value on the date of grant are
designed to satisfy the statutory requirements of Section 162(m)(4)(C).
FEDERAL TAX CONSEQUENCES. The grant of Incentive Options to an employee
does not result in any income tax consequences. The exercise of an Incentive
Option generally does not result in any income tax consequences to the employee
if the Incentive Option is exercised by the employee during his employment with
the Company or a subsidiary, or within a specified period after termination of
employment. However, the excess of the fair market value of the shares of Common
Stock as of the date of exercise over the Incentive Option price is a tax
preference item for purposes of determining an employee's alternative minimum
tax, if applicable. An employee who sells shares acquired pursuant to the
exercise of an Incentive Option after the expiration of (i) two years from the
date of grant of the Incentive Option, and (ii) one year after the transfer of
the shares to him (the "Waiting Period") will generally recognize a long term
capital gain or loss on the sale.
An employee who disposes of his or her Incentive Option shares prior to the
expiration of the Waiting Period (an "Early Disposition") generally will
recognize ordinary income in the year of sale in an amount equal to the excess,
if any, of (a) the lesser of (i) the fair market value of the shares as of the
date of exercise or (ii) the amount realized on the sale, over (b) the Incentive
Option price. Any additional amount realized on an Early Disposition should be
treated as capital gain to the employee, short or long term, depending on the
employee's holding period for the shares. If the shares are sold for less than
the option price, the employee will not recognize any ordinary income but will
recognize a capital loss, short or long term, depending on the holding period.
The Company will not be entitled to a deduction as a result of the grant of
an Incentive Option, the exercise of an Incentive Option, or the sale of
Incentive Option shares after the Waiting Period. If an employee disposes of
Incentive Option shares in an Early Disposition, the Company would be entitled
to deduct the amount of ordinary income recognized by the employee.
The grant of Nonqualified Options under the Incentive Plan will not result
in the recognition of any taxable income by the employee. An employee will
recognize ordinary income on the date of exercise of the Nonqualified Option
equal to the excess, if any, of the fair market value of the shares acquired as
of the exercise date over the exercise price. The tax basis of these shares for
purposes of a subsequent sale
9
<PAGE>
includes the Nonqualified Option price paid and the ordinary income reported on
exercise of the Nonqualified Option. The income reportable on exercise of a
Nonqualified Option is subject to federal income and employment tax withholding.
Generally, the Company will be entitled to a deduction in the amount reportable
as income by the employee on the exercise of a Nonqualified Option.
COMPENSATION TABLES
The following tables set forth compensation information for the chief
executive officer and the four most highly compensated executive officers of the
Company ("Named Executive Officers") during the Company's fiscal years 1997
and 1996, the only years the Company was publicly reporting, for services
rendered during such years to the Company or any of its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL -------------
COMPENSATION SECURITIES ALL
FISCAL --------------------- UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
------ ---------- --------- ------------- ----------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Bill W. Wilcock......................... 1997 268,600 150,000 55,000 71,381
President and Chief Executive 1996 216,000 150,000 250,000 118,579
Officer
George L. Foley, Jr..................... 1997 148,612 20,000 5,900 2,275
Executive Vice President 1996 168,730 52,500 10,000 2,100
Gerald D. Runnels....................... 1997 141,346 28,000 6,000 1,308
Vice President National 1996 -- -- -- --
Accounts, International Sales
and Distributor Relations
Gerard K. Nichols....................... 1997 135,200 18,928 5,900 2,616
Vice President Manufacturing/ 1996 130,000 20,000 10,000 2,616
Engineering
David F. Beck........................... 1997 128,158 38,462 7,000 1,272
Vice President Finance, Chief 1996 122,100 36,000 10,000 1,056
Financial Officer and Treasurer
</TABLE>
- ------------
(1) For 1997, includes (i) the Company's matching contribution of $750 pursuant
to The York Group, Inc. 401(k) Plan and Trust for Messrs. Wilcock, Foley,
Runnels, Nichols and Beck, (ii) group term life insurance premiums paid by
the Company for Messrs. Wilcock, Foley, Runnels, Nichols and Beck in the
amount of $846, $1,350, $375, $1,866 and $522, respectively, and (iii)
$69,618 in relocation related expenses reimbursed to Mr. Wilcock.
10
<PAGE>
OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT
PERCENTAGE ASSUMED RATES OF STOCK
NUMBER OF OF TOTAL PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES PRICE EXPIRATION --------------------------
NAME GRANTED IN 1997 PER SHARE DATE 5% 10%
- ---------------------------------------- ---------- ----------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bill W. Wilcock......................... 55,000 40.7% $ 21.25 2/17/07 $ 735,020 $ 1,862,685
George L. Foley, Jr..................... 5,900 4.4 21.25 2/17/07 78,848 199,815
Gerald D. Runnels....................... 6,000 4.4 21.25 2/17/07 80,184 203,202
Gerard K. Nichols....................... 5,900 4.4 21.25 2/17/07 78,848 199,815
David F. Beck........................... 7,000 5.2 21.25 2/17/07 93,548 237,069
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR END(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C>
Bill W. Wilcock......................... -- -- 50,000 255,000 568,750 2,446,875
George L. Foley, Jr..................... -- -- 10,000 15,900 165,750 145,188
Gerald D. Runnels....................... -- -- -- 6,000 -- 18,750
Gerard K. Nichols....................... 20,000 294,500 22,000 13,900 380,250 109,438
David F. Beck........................... -- -- 2,000 15,000 22,750 112,875
</TABLE>
- ------------
(1) Value is based upon a closing price of $24.375 per share at December 31,
1997.
11
<PAGE>
PERFORMANCE GRAPH
The following performance graph provided by Media General Financial
Services, Inc. compares the performance of the Common Stock since April 2, 1996,
the first day of public trading of the Common Stock, to the Russell 2000 Index
and a peer group index consisting of two companies: Hillenbrand Industries, Inc.
and Matthews International Corporation. Most of the Company's peers are
subsidiaries or divisions of larger public companies or privately held
companies. As a result, the above two companies, which each have a substantial
portion of their business in manufacturing for the death care industry, are the
only two companies to which the Company may realistically compare itself.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
<TABLE>
<CAPTION>
COMPANY BASE 6/28/1996 9/30/1996 12/31/1996 3/31/1997 6/30/1997 9/30/97 12/31/1997
- -------------------- ---- --------- --------- ---------- --------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
York Group, Inc. ... 100 103.22 95.97 117.54 113.22 113.47 131.87 148.02
Peer Group ......... 100 100.17 98.87 98.64 108.83 130.14 124.97 142.21
Broad Market ....... 100 105.00 105.36 110.84 105.11 122.15 140.30 135.60
</TABLE>
12
<PAGE>
EMPLOYMENT ARRANGEMENTS
The Company employed Mr. Wilcock as of March 1, 1996, for a two-year term
at a base salary of $260,000 per year. He was also granted options to purchase
250,000 shares at the initial public offering price of $13.00 per share, vesting
over five years. Pursuant to such arrangement, upon a change of control, Mr.
Wilcock shall be entitled to a two-year salary continuation package if his
employment is terminated by the Company without cause or by Mr. Wilcock under
certain circumstances.
In connection with the acquisition on January 17, 1997, of Houston Casket,
of which Gerald D. Runnels, Vice President National Accounts, International
Sales and Distributor Relations, was a 50% stockholder, Mr. Runnels executed (i)
a non-competition agreement pursuant to which the Company will pay to Mr.
Runnels $50,000 annually for a period of five years from the date of the
acquisition and (ii) an employment agreement with a five-year term at a base
salary of $150,000 per year. If his employment is terminated by the Company
without cause prior to the expiration of the employment agreement, Mr. Runnels
shall be entitled to salary continuation during the remaining term of the
agreement.
CERTAIN TRANSACTIONS
Yorktowne Caskets, Inc. ("Yorktowne"), a York distributor of which George
L. Foley, Jr., Executive Vice President, is a significant stockholder, had an
outstanding note payable to the Company bearing interest at prime plus 1.5% and
due February 1, 1999. The note was paid in full on August 5, 1997. The note
relates to the sale of distribution centers to Yorktowne in 1988. Since January
1997, the largest amount of indebtedness outstanding on the note was $325,000 on
January 1, 1997. During fiscal 1997, Yorktowne paid interest on the note
totaling approximately $16,000.
On January 17, 1997, the Company acquired substantially all of the assets
of Houston Casket, a corporation of which Gerald D. Runnels, Vice President
National Accounts, International Sales and Distributor Relations, was a 50%
stockholder, and North Texas Casket Company ("NTCC"), a wholly-owned
subsidiary of Houston Casket. The aggregate purchase price paid to Houston
Casket and NTCC was approximately $9.1 million, which was paid by a combination
of cash, promissory notes, subordinated convertible promissory notes and the
assumption of certain liabilities of Houston Casket and NTCC. In connection with
the acquisition, Mr. Runnels executed a non-competition agreement pursuant to
which the Company will pay to Mr. Runnels $50,000 annually for a period of five
years.
On July 31, 1997, the Company acquired all of the outstanding stock of
Elder Davis, Inc. The purchase price paid to the shareholders of Elder Davis was
387,255 shares of Common Stock of York. Bruce E. Elder is a director of the
Company and two of Mr. Elder's sons held a majority interest in Elder Davis,
Inc.
Under a management agreement, Vandor Corporation, of which Bruce E. Elder
is a director, provides manufacturing/warehouse space, utilities, direct and
supervisory labor, consultation and marketing services to the Company. Pursuant
to this agreement, the Company paid to Vandor Corporation $463,000 in 1997.
Effective January 1, 1997, the Company entered into a Distributor Agreement
with Artco Casket Company, Inc. of which Roger W. Sevedge, a director of York,
is the owner and President. Pursuant to the Agreement, Artco agrees to purchase
80% of its requirements for finished caskets from the Company for a period of
three years.
Kenneth L. Johnson, Vice President Manufacturing/Stamping, was President of
Kenco when it was acquired by the Company in 1993. Pursuant to a covenant not to
compete executed at the time of the acquisition, the Company has paid to Mr.
Johnson $138,000 annually since 1993 and will continue to pay such amount
annually to Mr. Johnson through 2002.
Eldon P. Nuss, Chairman of the Board, received a salary and bonus from the
Company totalling $209,427 in 1997.
The Company sells finished caskets and casket components in the ordinary
course of business to various companies and organizations with which some of the
Company's directors, executive officers and
13
<PAGE>
stockholders are affiliated. The following table sets forth the gross sales for
1997 of York products to companies affiliated with directors, executive officers
and greater than 5% stockholders.
NAME OF PURCHASER (NAME OF DIRECTOR, YEAR ENDED
EXECUTIVE OFFICER OR 5% STOCKHOLDER) DECEMBER 31, 1997
- ---------------------------------------- -----------------
Yorktowne Caskets, Inc. (George L.
Foley, Jr.)........................... $15,374,000
Vandor Corporation (Bruce E.
Elder)(1)............................. 325,000
Elder Davis, Inc. (Bruce E. Elder)(2)... 197,000
Artco Casket Company, Inc. (Roger W.
Sevedge)(3)........................... 13,808,000
Star Manufacturing Corporation (Roger W.
Sevedge)(4)........................... 4,291,000
- ------------
(1) Mr. Elder serves as a director of this entity.
(2) Two of Mr. Elder's sons held a majority interest in this entity prior to its
merger with the Company. Sales presented in this table occurred prior to the
merger.
(3) Mr. Sevedge owns and is President of this entity.
(4) Mr. Sevedge is part owner and an officer of this entity.
The Company also purchases goods and services from companies affiliated
with directors and/or stockholders in the ordinary course of business at the
seller's normal prices. The following table sets forth the purchases for 1997 by
York from companies affiliated with directors and greater than 5% stockholders.
YEAR ENDED
NAME OF SELLER (NAME OF DIRECTOR OR 5% STOCKHOLDER) DECEMBER 31, 1997
- ------------------------------------------------------ -----------------
Vandor Corporation (Bruce E. Elder)(1)................ $ 2,450,000
Elderlite Express, L.P. (Bruce E. Elder)(2)........... 722,000
Elder Davis, Inc. (Bruce E. Elder)(3)................. 1,399,000
Star Manufacturing Corporation (Roger W. Sevedge)(4).. 383,000
- ------------
(1) Mr. Elder serves as director of this entity.
(2) Two of Mr. Elder's sons hold a majority interest in Elderlite Express, Inc.,
the General Partner and majority owner (77.1%) of this entity. The Company
has entered into, effective July 31, 1997, an agreement with Elderlite
Express, L.P. pursuant to which the Company must transport with Elderlite
Express, L.P. an annual minimum of $900,000 of freight.
(3) Two of Mr. Elder's sons held a majority interest in this entity prior to its
merger with the Company. Purchases presented in this table occurred prior to
the merger.
(4) Mr. Sevedge is part owner and an officer of this entity.
The Company believes that the terms of the transactions described above
were at least as favorable to the Company as could have been obtained with
unaffiliated third parties, and the Company intends to maintain this policy on
similar transactions in the future.
AUDITORS
Arthur Andersen LLP, a certified public accounting firm, has served as the
independent auditor of the Company for seven years. While management anticipates
that this relationship will continue to be maintained during 1998, no formal
action is proposed to be taken at the Annual Meeting with respect to the
continued employment of Arthur Andersen LLP inasmuch as no such action is
legally required. A representative of Arthur Andersen LLP plans to attend the
Annual Meeting and will be available to answer appropriate questions. The
representative also will have an opportunity to make a statement at the Annual
Meeting if he or she so desires, although it is not expected that any statement
will be made.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with
14
<PAGE>
respect to its most recent fiscal year, and written representations from
reporting persons that no Form 5 was required, the Company believes that all
Section 16 reporting requirements were met in 1997.
OTHER MATTERS
The Board knows of no other matters than those described above which are
likely to come before the Annual Meeting. If any other matters properly come
before the Annual Meeting, persons named in the accompanying form of proxy
intend to vote such proxy in accordance with their best judgment on such
matters.
PROPOSALS AND NOMINATIONS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented at the
annual meeting of stockholders of the Company to be held in 1999 must be
received by the Company, addressed to the Corporate Secretary of the Company,
9430 Old Katy Road, Houston, Texas 77055, no later than December 1, 1998, to be
included in the proxy statement relating to that meeting.
By Order of the Board of Directors
Cristen L. Cline, SECRETARY
March 30, 1998
THE COMPANY WILL FURNISH WITHOUT CHARGE ADDITIONAL COPIES OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 TO INTERESTED
SECURITY HOLDERS ON REQUEST. THE COMPANY WILL FURNISH TO ANY SUCH PERSON ANY
EXHIBITS DESCRIBED IN THE LIST ACCOMPANYING SUCH REPORT UPON PAYMENT OF
REASONABLE FEES RELATING TO THE COMPANY'S FURNISHING SUCH EXHIBITS. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY AT THE COMPANY'S ADDRESS
PREVIOUSLY SET FORTH.
15
<PAGE>
PROXY THE YORK GROUP, INC. PROXY
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
ANNUAL MEETING OF STOCKHOLDERS MAY 5, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bill W. Wilcock and David F. Beck, or
either of them, attorneys-in-fact and proxies of the undersigned, with full
power of substitution, to vote in respect of the undersigned's shares of the
Common Stock of The York Group, Inc. ("Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
on May 5, 1998, at 1:30 p.m., local time, at the York International
Merchandising Center, 1717 St. Charles Avenue, New Orleans, Louisiana 70130 and
at any adjournment(s) thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH ON REVERSE
SIDE AND FOR PROPOSAL 2.
This proxy, when properly executed will be vote in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE DIRECTOR NOMINEES SET FORTH ON THE REVERSE SIDE, FOR THE
APPROVAL OF THE AMENDMENT OF THE COMPANY'S 1996 EMPLOYEE STOCK OPTION PLAN, AND
IN THE DISCRETION OF THE PROXY HOLDER ON ALL OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING. All prior proxies are hereby revoked.
(Please vote, sign and date on reverse side and return promptly.)
[REVERSE SIDE]
PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. Election of the following nominees as directors: Eldon P. Nuss, Bruce E.
Elder, Robert T. Rakich, Kirk P. Pendleton, Roger W. Sevedge, Bill W.
Wilcock, Paul B. Wilson
FOR ALL
FOR WITHELD EXCEPT ___________________________
[ ] [ ] [ ] NOMINEE EXCEPTION(S)
2. To approve an Amendment to the Company's 1996 Employee Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, on such other business as may properly be presented at
the meeting.
(Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee, guardian, etc., give full title as such. For
joint accounts, each joint owner should sign.)
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD USING THE
ENCLOSED ENVELOPE.
- ---------------- ------------
Signature Date
- ---------------- ------------
Signature Date
