<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
THE JPM COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE JPM COMPANY
- --------------------------------------------------------------------------------
(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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
[JPM LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 27, 1998
----------------
To the Shareholders of The JPM Company:
The Annual Meeting of Shareholders of The JPM Company (the "Company") is
scheduled to be held on Tuesday, January 27, 1998 at 10:00 a.m., local time,
at the Company's Corporate Headquarters located at 155 North 15th Street,
Lewisburg, Pennsylvania 17837, for the following purposes:
1. To elect two Class C directors to serve until the expiration of their
respective terms and until their successors are duly elected;
2. To ratify the appointment of Price Waterhouse LLP as the independent
public accountants for the Company for the fiscal year ending September 30,
1998; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment, postponement or continuation thereof.
Only shareholders of record at the close of business on December 30, 1997,
the record date for the Annual Meeting, are entitled to notice of and to vote
at the Annual Meeting.
A copy of the Company's Annual Report for the fiscal year ended September
30, 1997 is being mailed to shareholders together with this notice.
TO ASSURE THAT YOUR INTERESTS WILL BE REPRESENTED, WHETHER OR NOT YOU EXPECT
TO ATTEND THE ANNUAL MEETING IN PERSON, IT IS IMPORTANT THAT YOU PROMPTLY
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ Wayne A. Bromfield
Wayne A. Bromfield
Secretary
January 5, 1998
Lewisburg, Pennsylvania
<PAGE>
[JPM LOGO]
PROXY STATEMENT
----------------
This Proxy Statement and the form of proxy enclosed herewith, which are
first being mailed to shareholders on or about January 5, 1998, are furnished
in connection with the solicitation by the Board of Directors of The JPM
Company (the "Company"), a Pennsylvania corporation, of proxies for use in
voting at the Annual Meeting of Shareholders to be held at the Company's
Corporate Headquarters located at 155 North 15th Street, Lewisburg,
Pennsylvania 17837, on Tuesday, January 27, 1998, at 10:00 a.m., local time,
and at any adjournment, postponement or continuation thereof. The principal
executive offices are located at 155 North 15th Street, Lewisburg,
Pennsylvania 17837.
Shares represented by a proxy in the accompanying form, if properly signed
and returned, will be voted as directed by the shareholder. If a properly
signed proxy form is returned to the Company and is not marked, it will be
voted in accordance with the recommendations of the Board of Directors, which
are FOR the election of the directors nominated and FOR ratification of the
appointment of Price Waterhouse LLP as the Company's independent public
accountants for the fiscal year ending September 30, 1998. A shareholder
giving a proxy in the accompanying form may revoke it at any time prior to the
voting of the proxy by giving written notice to the Secretary of the Company,
by executing a later dated proxy or by attending the meeting and voting in
person.
The Company's common stock, $.000067 par value, (the "Common Stock") is the
only issued and outstanding class of stock. Only shareholders of record at the
close of business on December 30, 1997 are entitled to notice of and to vote
at the Annual Meeting. At the close of business on December 30, 1997, the
Company had 6,983,969 shares of Common Stock outstanding. A majority of the
outstanding shares will constitute a quorum at the meeting. Each share of
Common Stock is entitled to one vote.
The expense of preparing, printing and mailing proxy material will be borne
by the Company. In addition to the solicitation of proxies by mail,
solicitation may be made by certain directors, officers and other employees of
the Company by personal interview, telephone or telegraph. No additional
compensation will be paid for such solicitation. Copies of solicitation
material will be furnished to brokerage houses, nominees, fiduciaries and
custodians to forward to beneficial owners of Common Stock held in their
names. The Company will, upon request, reimburse such persons for their
reasonable expenses in forwarding solicitation material to such beneficial
owners.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of December 30, 1997, the amount and
percentage of the Company's outstanding Common Stock beneficially owned by (i)
each person known to the Company to beneficially own more than five percent of
the outstanding Common Stock, (ii) each director and nominee for director,
(iii) each executive officer named in the Summary Compensation Table set forth
below under "Compensation of Executive Officers and Directors" and (iv) all
directors and executive officers of the Company as a group. Except as
otherwise indicated, each person has sole investment and voting power with
respect to the shares shown. The information with respect to each person
specified is as supplied or confirmed by such person.
<TABLE>
<CAPTION>
NAME AND NUMBER OF
POSITION SHARES(1) PERCENT
--------- --------- -------
<S> <C> <C>
5% HOLDERS(2)
John H. Mathias(3)....................................... 1,116,151 16.0%
James P. Mathias(4)...................................... 1,082,267 15.4
Janet B. Mathias(5)...................................... 923,553 13.2
DIRECTORS(6)
Bruce M. Eckert(7)....................................... 280,059 4.0
Wayne A. Bromfield(8).................................... 261,135 3.7
Clifford M. Melberger(9)................................. 5,000 *
William Rulon-Miller(9).................................. 5,000 *
NAMED EXECUTIVE OFFICERS(10)
John M. Spangler(11)..................................... 237,156 3.4
Maria Luisa Lozano(12)................................... 26,600 *
Robert Verbosh(12)....................................... 26,600 *
William D. Baker(9)...................................... 11,300 *
All directors and executive officers as a group (12
persons)(13)............................................ 3,539,927 49.0
</TABLE>
- --------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Includes shares of Common Stock issuable upon the exercise of stock
options granted under the Company's stock option plans which are
exercisable within 60 days of December 30, 1997. As used in this table,
"beneficial ownership" means the sole or shared power to vote or direct
the voting of a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose, or direct the
disposition, of a security). A person is deemed as of any date to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Each of the persons in the table under the caption 5% Holders are
directors of the Company, John H. Mathias and James P. Mathias are also
Named Executive Officers (as defined under the heading "Compensation of
Executive Officers and Directors"), and the address of each person is:
c/o The JPM Company, 155 North 15th Street, Lewisburg, PA 17837.
(3) Includes: (a) 172,500 shares of Common Stock held with his spouse as
joint tenants; (b) 100,000 shares of Common Stock held individually by
his spouse; (c) 25,200 shares of Common Stock held in a custodial account
for the benefit of his daughter; and (d) 125,000 shares of Common Stock
held in the Smoketown Limited Partnership, of which John H. Mathias is a
partner. Also includes 77,691 shares of Common Stock owned by the John H.
Mathias Trust, of which John H. Mathias is the residuary beneficiary but
as to which he has no voting or dispositive power. See footnotes (7) and
(8) below.
(4) Includes: (a) 10,000 shares of Common Stock held individually by his
spouse; (b) 30,400 shares of Common Stock held in a custodial account for
the benefit of his children; (c) 125,000 shares of Common Stock held in
the Afallon Family Limited Partnership, of which James P. Mathias is a
partner; and (d) options held by his spouse to purchase up to 40,376
shares of Common Stock granted by the Company which are exercisable
within 60 days of December 30, 1997. Also includes 77,691 shares of
Common Stock owned by the James P. Mathias Trust, of which James P.
Mathias is the residuary beneficiary but as to which he has no voting or
dispositive power. See footnotes (7) and (8) below.
2
<PAGE>
(5) Includes: (a) 500 shares held in a custodial account; and (b) 77,253
shares of Common Stock owned by the Janet B. Mathias Trust, of which
Janet B. Mathias is the residuary beneficiary but as to which she has no
voting or dispositive power. See footnotes (7) and (8) below.
(6) Excludes Directors listed under the caption 5% Holders.
(7) Includes: (a) an aggregate of 232,635 shares of Common Stock held by the
John H. Mathias Trust, James P. Mathias Trust and Janet B. Mathias Trust,
as to which Mr. Eckert shares voting and dispositive power as a trustee
but as to which he disclaims beneficial ownership; (b) 12,424 shares of
Common Stock held in trust by the Lewis, Eckert, Robb & Co. Profit
Sharing Plan for the benefit of Bruce M. Eckert, for which Mr. Eckert
serves as the Trustee; and (c) 35,000 shares of Common Stock issuable
upon the exercise of stock options granted by the Company which are
exercisable within 60 days of December 30, 1997.
(8) Includes: (a) an aggregate of 232,635 shares of Common Stock held by the
John H. Mathias Trust, James P. Mathias Trust and Janet B. Mathias Trust,
as to which Mr. Bromfield's spouse shares voting and dispositive power as
a trustee but as to which she disclaims beneficial ownership; (b) 500
shares of Common Stock owned by his daughter; and (c) 28,000 shares of
Common Stock issuable upon the exercise of stock options granted by the
Company which are exercisable within 60 days of December 30, 1997.
(9) Represents shares of Common Stock issuable upon the exercise of stock
options granted by the Company which are exercisable within 60 days of
December 30, 1997.
(10) Excludes Named Executive Officers listed under the caption 5% Holders and
the caption Directors.
(11) Includes: (a) 80,000 shares of Common Stock held by the Profit Sharing
Plan for the benefit of John M. Spangler; (b) 3,390 shares of Common
Stock held individually by his spouse; and (c) 90,000 shares of Common
Stock held in the Westover Group Limited Partnership of which Mr.
Spangler is a partner. Also includes 60,376 shares of Common Stock
issuable upon the exercise of stock options granted by the Company which
are exercisable within 60 days of December 30, 1997.
(12) Includes 10,000 shares of Common Stock issuable upon the exercise of
stock options granted by the Company which are exercisable within 60 days
of December 30, 1997.
(13) Includes 235,428 shares of Common Stock issuable upon the exercise of
stock options granted by the Company which either are currently
exercisable or will become exercisable within 60 days of December 30,
1997. The percent of class assumes all outstanding exercisable options
granted to directors and executive officers have been exercised and,
therefore, on a pro forma basis 7,219,397 shares of Common Stock would be
outstanding.
3
<PAGE>
SECTION 16(a) REPORTING DELINQUENCIES
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the executive officers and directors of a corporation, such as
the Company, that has a class of equity securities registered under Section 12
of the Exchange Act, as well as persons who own more than 10% of a class of
equity securities of such a corporation ("10% Beneficial Owners"), file
reports of their ownership of such securities, as well as monthly statements
of changes in such ownership, with the corporation, the Securities and
Exchange Commission (the "SEC") and the exchange on which such securities are
listed. Based upon written representations received by the Company from its
executive officers, directors and 10% Beneficial Owners, and the Company's
review of the monthly statements of changes filed with the Company by its
executive officers, directors and 10% Beneficial Owners during fiscal year
1997, the Company believes that all such filings required during fiscal year
1997 were made on a timely basis except Forms 3, indicating initial reports of
beneficial ownership, were filed late by or on behalf of Clifford M. Melberger
and Ronald C. Mills.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Company's By-Laws provide that the directors of the Company shall be
divided into three classes, designated as Class A, Class B and Class C, and
that at each Annual Meeting of Shareholders of the Company successors to the
class of directors whose term expires at that annual meeting will be elected
for a three-year term. The classes are staggered so that the term of one class
expires each year. The terms of the current Class C directors expire in 1998,
and the terms of the nominees for Class C directors will expire in 2001 and
each third year thereafter; the terms of the Class A directors expire in 1999
and each third year thereafter; and the terms of the Class B directors expire
in 2000 and each third year thereafter. Accordingly, it is the Class C
directors who are to be elected at the Annual Meeting.
The number of directors constituting the entire Board of Directors is
determined by the vote of a majority of the members of the Board of Directors
and is currently fixed at seven members. The number of Class C directors to be
elected at the Annual Meeting is two. Each of the Class C directors so elected
will hold office until the 2001 Annual Meeting of Shareholders and until his
or her successor is elected and qualified.
The Board of Directors has nominated Janet B. Mathias and William Rulon-
Miller for election as the Class C directors. Ms. Mathias and Mr. Rulon-Miller
are incumbent directors. All proxies will be voted for the election of Ms.
Mathias and Mr. Rulon-Miller unless authority to vote for the election of
directors or either nominee is withheld. In the event either nominee should
unexpectedly decline or be unable or unwilling to serve as a director, the
proxies may be voted for a substitute nominee designated by the present Board
of Directors. The Board of Directors has no reason to believe that either of
Ms. Mathias or Mr. Rulon-Miller will be unable or unwilling to serve as a
director if elected and has no present intention to nominate any person in
addition to or in lieu of such nominees. Any vacancy occurring on the Board of
Directors may be filled by the vote of a majority of the directors then in
office until the expiration of the term of the class of directors in which the
vacancy exists.
The candidates receiving the highest number of votes cast at the Annual
Meeting will be elected. Holders of shares of Common Stock are not entitled to
cumulate votes in the election of directors. Shares held by brokers or
nominees as to which voting instructions have not been received from the
beneficial owner of or person otherwise entitled to vote such shares and as to
which the broker or nominee does not have discretionary voting power, i.e.,
broker non-votes, and abstentions will have no effect on the election of
directors inasmuch as they do not represent votes cast at the Annual Meeting
for the purpose of electing directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE DIRECTORS NOMINATED
4
<PAGE>
INFORMATION REGARDING DIRECTORS
The names of the nominees for Class C director, who are also current Class C
directors, and the current Class A and Class B directors who will continue in
office after the Annual Meeting until the expiration of their respective
terms, together with certain information regarding them, are as follows:
Nominees for Class C Directors:
Class C Directors:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------------ --------------
<S> <C> <C> <C>
Janet B. Mathias(2).......... 53 Director 1978
William Rulon-Miller(3)...... 49 Director 1997
Directors Continuing in Office:
Class A Directors:
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------------ --------------
<S> <C> <C> <C>
John H. Mathias(1)........... 51 Chairman of the Board, Director and 1978
Chief Executive Officer
Wayne A. Bromfield(1)........ 50 Director, Executive Vice President, 1981
Secretary and General Counsel
Clifford M. Melberger(2)(3).. 58 Director 1997
Class B Directors:
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------------ --------------
<S> <C> <C> <C>
James P. Mathias(1).......... 47 Director, President and Chief 1978
Operating Officer
Bruce M. Eckert(2)........... 53 Director 1981
</TABLE>
- --------
(1) Member of the Executive Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
Janet B. Mathias has served as a member of the Company's Board of Directors
since 1978 and as Secretary of the Company from 1981 to September 1, 1997. She
served as a Director of Registration Services for the National Commission on
Certification of Physician Assistants, Inc. from 1975 to 1990. Since that
time, Ms. Mathias has managed her personal investment portfolio. Ms. Mathias
received her B.A. in economics from Bucknell University.
William Rulon-Miller has served as a director of the Company since November
1997. Mr. Rulon-Miller is an investment banker with Janney Montgomery Scott in
Philadelphia having joined the firm in 1979. Prior to that date, he was an
officer in the Corporate Finance department of Smith Barney, Inc. He has
served and continues to serve on the boards of directors of Intelligent
Electronics, Inc., Metrologic Instruments, Inc. and Mothers Work, Inc., as
well as on the boards of directors of a number of private corporations. He is
a partner of Five Penn Centers Partners and a director of The Penn Janney
Fund, Inc. which are private venture capital organizations. Mr. Rulon-Miller
graduated from Princeton University and received an M.B.A. from the Wharton
School of the University of Pennsylvania.
John H. Mathias has served as a member of the Company's Board of Directors
since 1978, and as the Chairman of the Board of Directors and Chief Executive
Officer of the Company since 1981. He began his career with the Company as an
Industrial Engineer in 1973 and subsequent thereto held other positions
including Director of Management Information Systems and Vice President of
Administration. Mr. Mathias received both his B.S. degree in Business
Administration and Master's degree in Mathematics from Bucknell University.
5
<PAGE>
Wayne A. Bromfield has served as a director of the Company since 1981 and
Executive Vice President, Secretary and General Counsel since September 1,
1997. Prior to his joining the Company in his management capacity, Mr.
Bromfield served as a Judge of the Pennsylvania Court of Common Pleas of Union
and Snyder counties since 1986 and as President Judge since 1990. Mr.
Bromfield received his B.A. degree from Duke University and his J.D. degree
from The Dickinson School of Law.
Clifford M. Melberger has served as a director of the Company since July
1997. Mr. Melberger is the President of Diversified Records Services, Inc., a
national information management and documents imaging company. He received his
B.S. degree in Business Administration and his M.S. degree in Education
Administration from Bucknell University.
James P. Mathias has served as a member of the Company's Board of Directors
since 1978, and as President and Chief Operating Officer of the Company since
1981. Previous positions that Mr. Mathias has held at the Company include Vice
President of Operations as well as Production Control and Inventory Manager,
and Production Engineer.
Bruce M. Eckert has served as a director of the Company since 1981. Mr.
Eckert has been a Partner in Lewis, Eckert, Robb & Company, a financial and
management consulting company, since 1981, and President of Eastern Alliance
Insurance Co., an insurance company, since 1986. From July 1989 to July 1994,
he was also Chairman, CEO and a director of Rockwood Casualty Insurance Co., a
provider of casualty insurance. He received his B.A. degree from Yale
University and his J.D. degree from The Dickinson School of Law.
John H. Mathias, James P. Mathias and Janet B. Mathias are children of the
Company's founder, Jay P. Mathias.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met four (4) times in fiscal 1997. The Board of
Directors has three standing committees: the Executive Committee, the
Compensation Committee, and the Audit Committee. The Board of Directors does
not have a nominating committee. The functions normally performed by a
nominating committee are performed by the Board of Directors.
The members of the Executive Committee are John H. Mathias, James P. Mathias
and Wayne A. Bromfield. The Executive Committee met two (2) times in fiscal
1997. The Executive Committee exercises the full authority of the Board of
Directors between meetings of the Board of Directors.
The members of the Compensation Committee are Janet B. Mathias, Bruce M.
Eckert and Clifford M. Melberger. The Compensation Committee met three (3)
times in fiscal 1997. The duties of the Compensation Committee are: to
recommend to the Board of Directors policies and plans concerning the
salaries, bonuses, stock options and other compensation of the executive
officers of the Company, including reviewing the salaries of the executive
officers and recommending bonuses, stock options and other forms of additional
compensation for them; establishing and reviewing policies regarding
management perquisites; and performing such other duties as shall be delegated
to the committee by the Board of Directors.
The members of the Audit Committee are Messrs. Clifford M. Melberger and
William Rulon-Miller. The Audit Committee met two (2) times in fiscal 1997.
The duties of the Audit Committee are: to meet with the independent public
accountants of the Company; to review the audit plan for the Company; to
review the annual audit of the Company with the Company's independent public
accountants, together with any other reports or recommendations made by the
accountants; to recommend whether the accountants should be continued as the
independent public accountants for the Company and, if other independent
public accountants are to be selected, to recommend the independent public
accountants to be selected; to meet with the internal auditors for the
Company, if any, and to review with them and the independent public
accountants for the Company the adequacy of the Company's internal controls;
and to perform such other duties as shall be delegated to the committee by the
Board of Directors.
6
<PAGE>
During fiscal 1997, all incumbent directors attended at least 75% of the
meetings of the Board of Directors and the committees thereof on which they
served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee Directors serve on the Compensation Committee of
the Company's Board of Directors: Bruce M. Eckert, Janet B. Mathias and
Clifford M. Melberger. Committee member Janet B. Mathias is a beneficial owner
of 5% or more of the Company's outstanding Common Stock. Except for Ms.
Mathias, who served as Secretary of the Company from 1978 to September, 1997,
no member of the Committee is a former or current officer or employee of the
Company. Furthermore, no executive officer of the Company serves as a member
of a compensation committee of another entity, an executive officer of which
serves on the Compensation Committee of the Company or as a Director of the
Company, nor does any executive officer of the Company serve as a director of
another entity, an executive officer of which serves on the Compensation
Committee of the Company.
NOMINATIONS BY SHAREHOLDERS
The Board of Directors will consider qualified candidates recommended by the
shareholders for designation as nominees for election at the Annual Meeting of
Shareholders to be held in 1999 and subsequent years. In order for a candidate
recommended by a shareholder to be considered by the Board of Directors for
designation as a nominee for election at the Annual Meeting of Shareholders to
be held in 1999, the shareholder should notify the Secretary of the Company in
writing on or before September 30, 1998. Such notification must contain the
following information to the extent known by the notifying shareholder: (i)
the name and address of the proposed nominee; (ii) the age of the proposed
nominee; (iii) the principal occupation of the proposed nominee for the five
years prior to the election; (iv) the number of shares of the Company
beneficially owned by the proposed nominee; (v) the total number of shares
that will be voted for the proposed nominee; (vi) a description of any
material transaction or series of transactions to which the Company or any of
its affiliates is a party and in which the proposed nominee or any of his
affiliates has a direct or indirect material interest, which description shall
specify the proposed nominee's interest in the transaction, the amount of the
transaction and the amount of the proposed nominee's interest in the
transaction; (vii) the name and residential address of the notifying
shareholder; and (viii) the number of shares of the Company owned by the
notifying shareholder. The presiding officer of the Annual Meeting of
Shareholders will refuse to acknowledge the nomination of, and the judges of
election will disregard any votes cast for, any person whose nomination is not
made in compliance with the foregoing procedure.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation for services in all capacities to the Company for the fiscal
years ended September 30, 1997, 1996 and 1995 of those persons who were at
September 30, 1997 (i) the Company's Chief Executive Officer and (ii) the
other five most highly compensated executive officers of the Company to the
extent that such persons' total annual salary and bonus exceeded $100,000 (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------- ---------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS AWARDS($) OPTIONS(#) COMPENSATION(1)
---- ---- -------- ------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John H. Mathias 1997 $224,519 $50,000 -- -- $24,694
Chairman and Chief Executive 1996 164,418 50,000 -- -- 33,005
Officer 1995 152,940 14,000 -- -- 37,483
James P. Mathias 1997 224,519 50,000 -- -- 26,218
President and Chief Operating 1996 164,418 50,000 -- -- 33,005
Officer 1995 150,000 14,000 -- -- 36,520
William D. Baker 1997 124,000 20,000 -- 15,000 1,755
Vice President, Chief Financial 1996 78,462 -- -- -- --
Officer and Treasurer(2) 1995 -- -- -- -- --
John M. Spangler 1997 121,092 20,750 -- 15,000 14,171
Senior Vice President, 1996 103,750 20,750 -- 750 8,300
Atlantic Division 1995 96,744 7,718 -- 20,000 675
Maria Luisa Lozano 1997 113,000 9,000 -- -- 1,981
Director General of Mexican 1996 99,000 8,000 -- 30,000 --
Subsidiary, Electronica Pantera 1995 89,000 7,000 -- -- --
Robert Verbosh 1997 113,000 9,000 -- -- 1,981
Director General of Mexican 1996 99,000 8,000 -- 30,000 --
Subsidiary, Electronica Pantera 1995 89,000 7,000 -- -- --
</TABLE>
- --------
(1) Includes: (a) the Company's contributions to the Company's Deferred
Compensation Plan and/or the Company's Profit Sharing Plan for John
Mathias in the amount of $3,451 in fiscal 1997, for James Mathias in the
amount of $6,468 in fiscal 1997, for William Baker in the amount of $1,755
for fiscal 1997 and for John Spangler in the amount of $2,834 for fiscal
1997, $8,300 for fiscal 1996 and $675 for fiscal 1995; and (b) life
insurance premiums paid by the Company for John Mathias in the amount of
$21,243 in fiscal 1997, $33,005 in fiscal 1996 and $37,483 in fiscal 1995,
for James Mathias in the amount of $19,750 in fiscal 1997, $33,005 in
fiscal 1996 and $36,250 in fiscal 1995 and for John Spangler in the amount
of $11,337 in fiscal 1997.
(2) Mr. Baker was not employed by the Company during fiscal year 1995.
8
<PAGE>
The following table sets forth information regarding grants of stock options
during the year ended September 30, 1997 to the Named Executive Officers who
received such grants.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS(1) OPTION TERM(2)
---------------------------------------------- -----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) DATE 5% 10%
---- ---------- ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William D. Baker........ 15,000 5.9% $17.00 4/16/2007 $ 160,368 $ 406,404
John M. Spangler........ 15,000 5.9% 17.00 4/16/2007 160,368 406,404
</TABLE>
- --------
(1) The options become exercisable in four equal increments of 25% commencing
on April 16, 1998.
(2) Based upon a closing price of $17.00 for Common Stock on the Nasdaq Stock
Market's National Market on the date of grant, April 16, 1997.
The following table sets forth information regarding the value realized by
the Named Executive Officers pursuant to exercising options during the fiscal
year ended September 30, 1997 and the number of shares acquired, and stock
option values as of September 30, 1997 for unexercised stock options held by
the Named Executive Officers.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES SEPTEMBER 30, 1997 AT SEPTEMBER 30, 1997(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
William D. Baker........ 8,700 $132,895 45,000 1,300 $601,350 $ 21,424
John M. Spangler........ -- -- 15,562 60,188 119,033 1,396,442
Maria Luisa Lozano...... -- -- 22,500 7,500 395,700 131,900
Robert Verbosh.......... -- -- 22,500 7,500 395,700 131,900
</TABLE>
- --------
(1) Based upon a closing price of $24.125 for Common Stock on the Nasdaq Stock
Market's National Market on September 30, 1997.
DIRECTORS' COMPENSATION
Directors who are not also employees of the Company receive an annual
retainer of $7,500 per year and a fee of $1,500 for each Board meeting
attended. Directors also receive reimbursement for reasonable expenses
incurred in connection with each Board meeting attended. In addition, the
Company has established the 1995 Outside Directors Stock Option Plan. See
"Stock Option Plans--1995 Outside Directors Stock Option Plan."
EMPLOYMENT AGREEMENTS AND DEFERRED COMPENSATION AGREEMENTS
The Company has entered into individual employment agreements and deferred
compensation agreements with each of the Named Executive Officers and certain
other key employees.
The Company's employment agreements with John H. Mathias and James P.
Mathias provide that they will serve as Chairman and Chief Executive Officer
and President and Chief Operating Officer, respectively, until terminated by
either party on 30 days' prior written notice. The agreements provide for
annual base salaries determined and revised periodically by the Compensation
Committee of the Board of Directors and discretionary bonuses as may be
authorized by the Compensation Committee. The Board of Directors has set the
fiscal 1998 base salary for each of John H. Mathias and James P. Mathias at
$250,000. An automobile allowance, life and
9
<PAGE>
medical insurance and other fringe benefits are also provided on the same
basis as other executive officers of the Company as determined by the
Compensation Committee. The agreements include confidentiality and non-
disclosure covenants regarding the Company's confidential information which
survive termination or expiration of the agreements and a covenant not to
compete with the Company during the term of the agreement. The Company has
obtained key man life insurance in an amount of $1.0 million on the life of
each of John and James Mathias. In addition, the Company entered into "split
dollar" life insurance agreements with John and James Mathias in January 1996,
under which each of John and James Mathias pays a portion of the premium
attributable to the death benefit under a permanent life insurance policy
insuring his life in the amount of $1.0 million and the Company pays the
balance of the premium. Upon termination of the agreement or the insured's
death, all premiums previously advanced by the Company are required to be
repaid to the Company. The Company retains an interest in the death benefit
and cash value of the policy to secure this repayment obligation. The Company
has also entered into Non-Qualified Deferred Compensation Agreements with John
and James Mathias. The terms of each of these agreements provide that either
John or James Mathias may elect to defer, in increments mutually agreed upon
by the Board of Directors and each participant, any portion of their annual
gross salary. These agreements in no way obligate either participant to make
such an election in any fiscal year, and a failure to elect for any fiscal
year will not affect the right to do so in any subsequent fiscal year. These
agreements do not provide for Company contributions.
Mr. William D. Baker's employment agreement continues until terminated upon
30 days' prior written notice from either party. The agreement provides for an
annual base salary of $100,000 per year, discretionary bonuses as may be
authorized by the Compensation Committee and life and medical insurance and
other fringe benefits on the same basis available to other executive officers
as determined by the Compensation Committee. Mr. Baker's agreement also
includes confidentiality and non-disclosure covenants regarding the Company's
confidential information which survive termination or expiration of the
agreements and a covenant not to compete with the Company for two years
following the termination of the agreement. Mr. Baker is also eligible to
participate in the Company's non-qualified deferred compensation plan. See
"Employee Benefit Plans" below.
Mr. Spangler's employment agreement also continues until terminated upon 30
days' prior written notice from either party. The agreement provides for an
annual base salary of $100,000 per year, discretionary bonuses as may be
authorized by the Compensation Committee and an automobile allowance, life and
medical insurance and other fringe benefits on the same basis available to
other executive officers as determined by the Compensation Committee. Mr.
Spangler's agreement also includes confidentiality and non-disclosure
covenants regarding the Company's confidential information which survive
termination or expiration of the agreements and a covenant not to compete with
the Company for two years following the termination of the agreement. Mr.
Spangler is also eligible to participate in the Company's non-qualified
deferred compensation plan. See "Employee Benefit Plans" below.
The Company's employment agreements with Maria Luisa Lozano and Robert
Verbosh provide for a gross monthly salary of $10,000, a bonus equivalent to
fifteen (15) days salary, life and medical insurance and other fringe benefits
on the same basis available to other executive officers. Ms. Lozano's and Mr.
Verbosh's agreements also include confidentiality and non-disclosure covenants
regarding the Company's confidential information which survive termination or
expiration of the agreements and a covenant not to compete with the Company
for two years following the termination of the agreements. Ms. Lozano and Mr.
Verbosh also receive certain statutory profit sharing distributions on an
annual basis. See "Employee Benefit Plans" below.
EMPLOYEE BENEFIT PLANS
The Company maintains a tax-qualified defined contribution employee profit
sharing plan (the "Profit Sharing Plan"). All full-time United States
employees who are 21 years of age or older and who have completed one year of
service with the Company are eligible to participate. Employees of the
Company's subsidiary, Denron, Inc., are not eligible to participate in the
Profit Sharing Plan. The Company may, in its discretion, make a discretionary
profit sharing contribution to the Profit Sharing Plan for any plan year. A
participant is entitled to receive a distribution of the vested interest in
his or her account upon retirement, death, permanent disability or
10
<PAGE>
termination of employment. The Company's contribution vests to the employee
ratably over a seven-year period. The Company contributed $150,000 for fiscal
year 1997.
The Profit Sharing Plan also contains provisions which are intended to
satisfy the tax qualification requirements of Section 401(k) of the Internal
Revenue Code of 1986 (the "401(k) Plan"). All full-time United States
employees who are 21 years of age or older and who have completed one year of
service with the Company are also eligible to participate in the 401(k) Plan.
Under the 401(k) Plan, an employee may elect to defer up to 15% of his or her
current compensation. Employee contributions to the 401(k) plan are invested
according to the direction of the employee. The Company may, but has no
obligation to, make matching contributions of up to fifteen cents for each one
dollar deferred by the employee up to 6% of an employee's total compensation.
A participant is entitled to receive a distribution of the vested interest in
his or her account upon retirement, death, permanent disability or termination
of employment. The Company's matching contribution vests to the employee
ratably over a seven-year period. Employee contributions are fully vested and
non-forfeitable at all times. The Company contributed $30,000 for fiscal year
1997.
The Company also has a non-qualified deferred compensation plan for certain
executives, including William D. Baker and John M. Spangler. Under the
provisions of the plan, certain executives may defer up to 25% of annual
compensation and the Company will contribute 2.5% of each participant's annual
salary on a quarterly basis. Deferred compensation is invested by the Company,
at the discretion of the Board of Directors, however, each participant's
account is allocated the actual income, gains and losses that would have been
earned if their deferred compensation had been invested according to each
participant's elections.
In accordance with statutory requirements in Mexico, the Company is required
to make annual profit sharing distributions to the employees of the Company's
subsidiary, Pantera, including Maria Luisa Lozano and Robert Verbosh. These
distributions are determined based on 10% of Pantera's taxable income. A
provision of $290,000 was recorded as of September 30, 1997 for profit sharing
distributions.
STOCK OPTION PLANS
1993 Stock Option Plan
Under the Company's 1993 Employee Stock Option Plan (the "1993 Plan"), an
aggregate of 300,000 shares of Common Stock were reserved for issuance upon
the exercise of options granted to employees of the Company. The 1993 Plan
provides for grants of both incentive stock options, intended to qualify as
such under Section 422 of the Internal Revenue Code of 1986 (the "Code"), and
non-qualified stock options. All options granted under the 1993 Plan must have
an exercise price of no less than 85% of the fair market value of the Common
Stock on the grant date. As of September 30, 1996, all such options had been
granted. The exercise prices of the options range from $0.58 to $1.50 per
share. Options that expire unexercised are subject to re-grant by the Company.
The 1993 Plan will terminate in 2003, unless terminated at an earlier date by
the Board of Directors.
1995 Stock Option Plan
The 1995 Stock Option Plan ("1995 Plan") provides that options may be
granted to employees or consultants (including officers and directors who are
also employees) of the Company or any subsidiary of the Company provided,
however, that no option may be granted to any eligible employee who, at the
time such option is granted, owns stock of the Company possessing more than
10% of the total combined voting power of all classes of stock of the Company.
An aggregate of 1,000,000 shares of Common Stock are reserved for issuance
under the 1995 Plan. The 1995 Plan permits granting of options intended to
qualify as incentive stock options under Section 422A of the Code ("Incentive
Options") and options not intended to qualify ("Non-Qualified Options").
Incentive Options may only be granted to employees of the Company and its
subsidiaries. As of September 30, 1997, 691,400 options had been granted under
the 1995 Plan, of which 14,850 options were
11
<PAGE>
cancelled. The exercise prices of the granted options range from $12.27 to
$31.50 per share. The expiration dates of the options range from November 21,
2005 to June 4, 2007.
The 1995 Plan is administered by the Compensation Committee which is
authorized to select among the eligible employees and consultants those
individuals to whom options are to be granted and to determine the number of
shares to be subject to, and the terms and conditions of, the options. The
Compensation Committee determines on the grant date when options under the
1995 Plan become exercisable and the exercise price of the options. The
exercise price of Incentive Options may not be less than 100% of the fair
market value of the Common Stock on the date of grant. The exercise price of
Non-Qualified Options may not be less than 85% of the fair market value of the
Common Stock on the date of grant.
1995 Outside Directors Stock Option Plan
Pursuant to the 1995 Outside Directors Stock Option Plan ("Outside Directors
Plan"), options are granted to members of the Board of Directors who do not
own more than 10% of the total combined voting power of all classes of
outstanding stock and are not employees of the Company (an "Outside
Director"). An aggregate of 125,000 shares of Common Stock are reserved for
issuance under the Outside Directors Plan.
Under the Outside Directors Plan, each Outside Director serving on the Board
of Directors as of December 1, 1995 automatically received an option to
purchase 5,000 shares of Common Stock as well as an option to purchase an
additional 2,000 shares of Common Stock for each year of continuous service on
the Board of Directors as of that date and on each anniversary thereafter. A
new Outside Director will receive an option to purchase 5,000 shares upon his
or her election to the Board and an additional 2,000 shares for each year of
continuous service thereafter. All options granted under the Outside Directors
Plan are exercisable in full beginning sixty days after the date of grant of
the option. In the event the Outside Director ceases to be a director by
reason of death or incapacity, the total number of shares of Common Stock
covered by option grants shall thereupon become exercisable; otherwise,
options granted shall automatically be forfeited after three months if such
person ceases to serve as an Outside Director, after one year if the director
dies, and after three years in the event of a total disability. The Outside
Directors Plan requires that options granted thereunder will expire not later
than ten years after the date of grant.
All options granted under the 1995 Outside Directors Plan have an exercise
price equal to the value of the Common Stock on the grant date. Options
granted under the 1995 Outside Directors Plan are not assignable.
As of September 30, 1997, 94,000 options had been granted under the 1995
Plan. The exercise prices of the granted options range from $4.00 to $27.25
per share. The expiration dates of the options range from December 1, 2005 to
December 1, 2007.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company (the
"Committee") is responsible for the oversight and administration of executive
compensation and also reviews the Company's overall compensation and monitors
it throughout the year. The Committee recommends, and the Board of Directors
determines based on such recommendations, compensation paid to the Company's
executive officers. All members of the Committee are outside directors.
The Committee met in July, August and September 1997 to set salaries of
newly hired and current executive officers, to award bonuses for 1997, and to
grant options under the Company's 1995 Stock Option Plan.
In general, the policies followed by the Committee in fixing the
compensation of the Company's executive officers are designed to: (1) attract
and retain executive officers who contribute to the long-term success of the
Company, (2) motivate the executive officers to achieve strategic business
objectives and reward them for their achievement; and (3) fairly compensate
executive officers based on the Company's corporate and individual performance
and responsibilities of such executive officers. Compensation for the
Company's executive officers consist of salary, bonuses and long-term
incentive awards typically in the form of stock options. Executive officers
also participate in other benefit plans available to employees generally.
The Committee fixes the base salaries of the executive officers, including
the Named Executive Officers. The Committee's normal practice has been to
adjust these salaries annually as of October 1st of each year. In fixing the
compensation of the Company's executive officers, the Committee considers: (a)
salary survey data for comparable positions secured from outside sources, (b)
the recommendations of the Chief Executive Officer and the Chief Operating
Officer (except in the case of the salaries of either of those two officers),
(c) changes in the cost-of-living indexes and/or standard of living
adjustments due to location, (d) length of service, (e) the performance of the
executive officer, (f) the general rates of compensation increases granted to
other employees within the Company, and (g) any other particular
considerations which may be deemed appropriate by the Committee.
The Committee considered the foregoing criteria in determining the salary
for key executives in 1997. In particular, the Committee noted the combination
of growth and profitability attributable to the performance of the employees
of the Company, the survey of similar manufacturing concerns, and the
expansion of responsibility to include additional locations, personnel and
public company reporting requirements under the Securities Exchange Act of
1934. After consideration of the relevant criteria, the Committee set the
annual salaries for the Chief Executive Officer and Chief Operating Officer at
$224,519, the salary for the Senior Vice President at $121,092, for the Chief
Financial Officer at $124,000, and the salaries for the Directors General of
the Mexican subsidiary at $113,000. In addition, other executive officers were
granted increases consistent with the new responsibilities, increased
management requirements and expanded global operations.
The executive officers based in the United States all participate in an
incentive bonus plan based on the performance of the Company. The Committee
approved the payment of bonuses to the domestic executive officers at the 100
percent level. The total of all bonuses paid to these executive officers for
fiscal 1997 was $162,897. The executive officers based in Mexico participate
in an incentive bonus plan based in part upon statutory requirements. The
total of all bonuses paid to executive officers in Mexico for fiscal 1997 was
$18,000. Under the 1995 Stock Option Plan, William D. Baker and John Spangler
each received options to purchase 15,000 shares of Common Stock which become
exercisable in 25% increments commencing on the first anniversary of the date
of grant with an exercise price equal to the fair market value of the Common
Stock on the date of grant.
13
<PAGE>
Section 162(m) of the Internal Revenue Code of 1986 (the "Code") limits the
tax deduction to $1 million for compensation paid to the executive officers of
the Company, unless certain requirements are met. The Committee does not deem
Section 162(m) of the Code to be applicable to the Company at this time.
Submitted by the Compensation Committee:
Bruce M. Eckert, Chairman
Janet B. Mathias
Clifford M. Melberger
14
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return of the
Company's Common Stock from April 30, 1996 (the date that trading in the
Common Stock commenced on the Nasdaq Stock Market's National Market) to
September 30, 1997 with: (a) the Standard & Poor's 500 Composite Stock Price
Index; and (b) a Peer Group Index.
COMPARISON OF 17 MONTH CUMULATIVE TOTAL RETURN*
AMONG THE JPM COMPANY, THE S & P 500 INDEX AND A PEER GROUP
DOLLARS
-----------------------------------
4/30/96 9/96 9/97
------- ------ ------
THE JPM COMPANY 100 125 322
THE PEER GROUP 100 94 139
S & P 500 100 106 149
--------
* $100 INVESTED ON 4/30/96 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
The Peer Group Index consists of AMP, Incorporated, Amphenol Corp, Belden
Division of Cooper Industries, Inc., Berg Electronics Corp, Cable Design
Technology, Corp., Kent Electronics Corp., Molex, Inc., and Penn Interconnect,
Inc. The cumulative total returns of each company has been weighted according
to each company's stock market capitalization as of September 30, 1997. Augat,
Inc., a member of the Peer Group for fiscal year ended September 30, 1996 was
acquired during the fiscal year ended September 30, 1997 by Thomas and Betts
Corporation and is no longer in the Peer Group.
15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
The Board of Directors of the Company has selected the firm of Price
Waterhouse LLP as the Company's independent public accountants for the fiscal
year ending September 30, 1998. Representatives of Price Waterhouse LLP are
expected to be present at the Company's Annual Meeting with the opportunity to
make a statement, if they desire to do so, and will be available to respond to
appropriate questions.
If the shareholders do not ratify the appointment of Price Waterhouse LLP,
other certified public accountants will be considered by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF
PRICE WATERHOUSE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR FISCAL YEAR 1998
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year ending September
30, 1997 is being mailed to the Company's shareholders with this Proxy
Statement.
SHAREHOLDER PROPOSALS
To be considered for presentation to the next Annual Meeting of
Shareholders, a shareholder proposal must be received by the Secretary of The
JPM Company, 155 North 15th Street, Lewisburg, Pennsylvania 17837, no later
than September 8, 1998.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the best judgment of the persons voting
the proxies. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING,
YOU ARE URGED TO COMPLETE, SIGN, AND RETURN YOUR PROXY PROMPTLY.
By Order of the Board of Directors,
/s/ Wayne A. Bromfield
Wayne A. Bromfield
Secretary
January 5, 1998
16
<PAGE>
LOGO
THE JPM COMPANY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of The JPM Company (the "Company") hereby
appoints John H. Mathias and James P. Mathias, with full powers of
substitution, to act as attorney-in-fact and proxies for the undersigned to
vote all shares of capital stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the "Meeting") to be
held at the Company's Headquarters located at 155 North 15th Street, Lewisburg,
Pennsylvania 17837 on January 27, 1998 at 10:00 a.m., local time, and at any
adjournments and postponements thereof.
1.ELECTION OF CLASS C DIRECTORS TO SERVE FOR A THREE-YEAR TERM (except as
marked to the contrary).
JANET B. MATHIAS WILLIAM RULON-MILLER
[_] FOR [_] VOTE WITHHELD
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE IN THAT NOMINEE'S NAME ABOVE.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE
INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
ABOVE AND FOR PROPOSAL 2. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT.
AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
Should the undersigned shareholder be present and choose to vote at the
Meeting or at any adjournments or postponements thereof, and after notification
to the Secretary of the Meeting of the shareholder's decision to revoke this
proxy, then the power of such attorneys-in-fact or proxies shall be deemed
terminated and of no further force or effect. This proxy may also be revoked by
filing a written notice of revocation with the Secretary of the Company or by
duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the execution
of this proxy, of the Notice of Annual Meeting, a Proxy Statement, and an
annual report of the Company for the fiscal year ending September 30, 1997.
Dated: _________________________ , 1998
(Please date this Proxy)
---------------------------------------
Signature of Shareholder
---------------------------------------
Signature of Shareholder
Please sign exactly as your name(s)
appear(s) to the left. When signing as
attorney, executor, administrator,
trustee, or guardian, please give your
full title. If there is more than one
trustee, all should sign. If shares
are held jointly, each holder should
sign. If shares are held by a
corporation, please sign in full
corporate name by the President or
other authorized officer. If shares
are held by a partnership, please sign
in full partnership name by an
authorized person.
