[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 25, 2000
------------------------
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 25, 2000 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 B directors to serve until the expiration of
their respective terms and until their successors are duly elected; and
2. 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 13, 1999,
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, 1999 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
December 23, 1999
Lewisburg, Pennsylvania
<PAGE>
[LOGO]
PROXY STATEMENT
------------------------
This Proxy Statement and the form of proxy enclosed herewith, which are
first being mailed to shareholders on or about December 23, 1999, 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 25, 2000, 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 on 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 recommendation of the Board of Directors, which is FOR the
election of the directors nominated. 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 13, 1999 are entitled to notice of and to vote at
the Annual Meeting. At the close of business on December 13, 1999, the Company
had 7,364,320 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 facsimile. 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 13, 1999, 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>
NUMBER OF
NAME AND POSITION SHARES(1) PERCENT
- -------------------------------------------------------------------------------- --------- -------
<S> <C> <C>
5% HOLDERS(2)
John H. Mathias(3).............................................................. 1,073,584 14.6%
James P. Mathias(4)............................................................. 1,055,650 14.3
Janet B. Mathias(5)............................................................. 872,686 11.9
DIRECTORS(6)
Bruce M. Eckert(7).............................................................. 286,059 3.9
Wayne A. Bromfield(8)........................................................... 275,385 3.7
Clifford M. Melberger(9)........................................................ 12,000 *
William Rulon-Miller(9)......................................................... 11,500 *
NAMED EXECUTIVE OFFICERS(10)
John M. Spangler(11)............................................................ 248,780 3.4
William D. Baker(12)............................................................ 26,550 *
All directors and executive officers as a group (12 persons)(13)................ 3,450,774 45.3
</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 13, 1999. 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) 154,133 shares of Common Stock held with his spouse as joint
tenants; (b) 100,000 shares of Common Stock held individually by his
spouse; and (c) 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 41,625 shares of
Common Stock granted by the Company which are exercisable within 60 days of
December 13, 1999. 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 of Common Stock 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) 39,000 shares of Common Stock issuable upon the exercise
of stock options granted by the Company which are exercisable within 60
days of December 13, 1999.
(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; and (b) 41,750
shares of Common Stock issuable upon the exercise of stock options granted
by the Company which are exercisable within 60 days of December 13, 1999.
(9) Includes 9,000 shares of Common Stock issuable upon the exercise of stock
options granted by the Company which are exercisable within 60 days of
December 13, 1999.
(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 32,000 shares of Common Stock issuable upon the exercise of
stock options granted by the Company which are exercisable within 60 days
of December 13, 1999.
(12) Includes 26,550 shares of Common Stock issuable upon the exercise of stock
options granted by the Company which are exercisable within 60 days of
December 13, 1999.
(13) Includes 252,175 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 13, 1999. 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
7,616,495 shares of Common Stock would be outstanding. The Executive
Officers of the Company are:
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION HELD SINCE
---- --- -------- ----------
<S> <C> <C> <C>
John H. Mathias............................... 53 Chairman, Chief Executive Officer 1981
James P. Mathias.............................. 49 President, Chief Operating Officer 1981
Wayne A. Bromfield............................ 52 Executive Vice-President, General Counsel, 1997
Corporate Secretary
John M. Spangler.............................. 45 Senior Vice President, Global Business 1997
William D. Baker.............................. 53 Vice-President and Chief Financial Officer 1996
Robert R. Langton............................. 45 Senior Vice President, Global Business 1997
Therese M. Miller............................. 45 Vice President, Human Resources 1998
Gary L. Lambert............................... 51 Vice President, Global Operations 1999
</TABLE>
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 1999, the Company
believes that all such filings required during fiscal year 1999 were made on a
timely basis except that Statements of Changes in Beneficial Ownership on Form 4
were not filed on a timely basis by John H. Mathias, James P. Mathias and Janet
B. Mathias for gifts of an aggregrate of 1,200 shares of the Company's Common
Stock, 700 shares of which were gifted to retired employees of the Company.
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 Class A directors will expire in 2002 and each third
year thereafter; the terms of the current Class B directors expire in 2000, and
the terms of the nominees for Class B directors elected at this annual meeting
will expire in 2003 and each third year thereafter; and the terms of the Class C
directors expire in 2001 and each third year thereafter. Accordingly, it is the
Class B 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 B directors to be
elected at the Annual Meeting is two. Each of the Class B directors so elected
will hold office until the 2003 Annual Meeting of Shareholders and until his
successor is elected and qualified.
The Board of Directors has nominated James P. Mathias, and Bruce M. Eckert
for election as the Class B directors. Messrs. Mathias and Eckert are incumbent
directors. All proxies will be voted for the election of Messrs. Mathias and
Eckert unless authority to vote for the election of directors or either nominee
is withheld. In the event any 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 Mr. Mathias or Mr. Eckert 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 B director, who are also current Class
B directors, and the current Class A and Class C 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 B Directors:
Class B Directors:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------------ --------------
<S> <C> <C> <C>
James P. Mathias(1)......................... 49 Director, President and Chief Operating 1978
Officer
Bruce M. Eckert(2).......................... 55 Director 1981
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).......................... 53 Chairman of the Board, Director and Chief 1978
Executive Officer
Wayne A. Bromfield(1)....................... 52 Director, Executive Vice President, 1981
Secretary and General Counsel
Clifford M. Melberger(2)(3)................. 60 Director 1997
Class C Directors:
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------------ --------------
<S> <C> <C> <C>
Janet B. Mathias(2)......................... 55 Director 1978
William Rulon-Miller(3)..................... 51 Director 1997
</TABLE>
- ------------------
(1) Member of the Executive Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
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 Chairman of Eastern Holding
Company, Ltd., an insurance holding 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 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.
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
5
<PAGE>
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.
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, 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 1999. 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 monthly in fiscal
1999. 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 two (2) times
in fiscal 1999. 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 Clifford M. Melberger and William
Rulon-Miller. The Audit Committee met two (2) times in fiscal 1999. 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.
During fiscal 1999, all directors attended at least 75% of the meetings of
the Board of Directors and the committees thereof on which they served.
6
<PAGE>
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 2001 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 2001, the shareholder should notify the Secretary of
the Company in writing on or before Wednesday, September 27, 2000. 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, 1999, 1998 and 1997 of those persons who were at September
30, 1999 (i) the Company's Chief Executive Officer and (ii) the other four most
highly compensated executive officers of the Company to the extent that such
persons' total annual salary and bonus exceeded $100,000 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
--------------------------- STOCK UNDERLYING ALL OTHER
NAME YEAR SALARY BONUS AWARDS($) OPTIONS(#) COMPENSATION(1)
---- ---- -------- ------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John H. Mathias 1999 $252,615 $ -- $ -- -- $36,598
Chairman and Chief Executive 1998 249,327 -- -- -- 36,798
Officer 1997 224,519 52,435(2) -- -- 24,694
James P. Mathias 1999 274,129(3) -- -- -- 41,971
President and Chief Operating 1998 291,154(3) -- -- -- 32,242
Officer 1997 224,519 52,435(2) -- -- 26,218
Wayne A. Bromfield 1999 182,578 -- -- 15,000 19,381
Executive Vice President, General 1998 175,000 -- -- 20,000(4) 18,681
Counsel, Corporate Secretary 1997 35,096 -- -- 2,000(5) --
John M. Spangler 1999 162,622 -- -- 15,000 19,889
Senior Vice President, 1998 141,106 -- -- -- 17,815
Global Business 1997 121,092 29,130(2) -- 15,000 14,171
William D. Baker 1999 156,793 -- -- 15,000 19,198
Vice President and Chief 1998 149,300 -- -- -- 18,715
Financial Officer 1997 124,000 28,897(2) -- 15,000 1,755
</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 $3,598 in fiscal 1999, $3,798 in fiscal 1998, and $3,451 in
fiscal 1997; for James Mathias in the amount of $4,417 in fiscal 1999,
$4,242 in fiscal 1998, and $6,468 in fiscal 1997; for Wayne Bromfield in the
amount of $1,181 for fiscal 1999 and 1998; for John Spangler in the amount
of $3,389 in fiscal 1999, $3,315 for fiscal 1998, and $2,834 for fiscal
1997; and for William Baker in the amount of $3,333 in fiscal 1999, $3,715
for fiscal 1998, and $1,755 for fiscal 1997 (b) life insurance premiums paid
by the Company for John Mathias in the amount of $8,000 in fiscal 1999 and
1998, and $21,243 in fiscal 1997; for James Mathias in the amount of $5,000
in fiscal 1999 and 1998, and $19,750 in fiscal 1997; and for John Spangler
in the amount of $11,337 in fiscal 1997, (c) Company share contributions to
the non-qualified deferred compensation plan for John Mathias in the amount
of $25,000 in fiscal 1999 and 1998; James Mathias in the amount of $32,500
in fiscal 1999 and $25,000 in fiscal 1998; Wayne Bromfield in the amount of
$18,200 in fiscal 1999 and $17,500 in fiscal 1998; John Spangler in the
amount of $16,500 in fiscal 1999 and $14,500 in fiscal 1998; and William
Baker in the amount of $15,600 in fiscal 1999 and $15,000 in fiscal 1998.
(2) Bonus awarded in December, 1997 for fiscal 1997. No bonuses were awarded for
fiscal year 1998 or 1999.
(3) Includes a cost-of-living adjustment following Pacific assignment.
(4) Granted upon signing of employment contract.
(5) Granted as an Outside Director.
8
<PAGE>
The following table sets forth information regarding grants of stock
options during the year ended September 30, 1999 to the Named Executive Officers
who received such grants.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS(1) ANNUAL RATES OF
--------------------------- STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS FOR
UNDERLYING GRANTED TO OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE --------------------
NAME GRANTED(#) FISCAL YEAR PRICE($/SH) EXPIRATION DATE 5% 10%
---- ---------- ------------ ----------- --------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Wayne A. Bromfield............... 15,000 5.23% $ 12.75 12/02/08 $120,488 $304,088
William D. Baker................. 15,000 5.23% $ 12.75 12/02/08 $120,488 $304,088
John M. Spangler................. 15,000 5.23% $ 12.75 12/02/08 $120,488 $304,088
</TABLE>
- ------------------
(1) The options become exercisable in four equal increments of 25% commencing on
December 2, 1999.
(2) Based upon a closing price of $12.75 for Common Stock on the Nasdaq Stock
Market's National Market on the date of grant, December 2, 1998. Based upon
the closing price of $6.63 for Common Stock on the Nasdaq Stock Market's
National Market on September 30, 1999, no potential value would be realized
during the option term at annual price appreciation rates of 5% or 10%.
The following table sets forth information regarding the value realized by
the Named Executive Officers pursuant to exercising options during the fiscal
year ended September 30, 1999 and the number of shares acquired, and stock
option values as of September 30, 1999 for unexercised stock options held by the
Named Executive Officers.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES SEPTEMBER 30, 1999 AT SEPTEMBER 30, 1999(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
William D. Baker................. 12,200 $49,195 18,750 26,550 $-- $ --
John M. Spangler................. -- -- 18,750 32,000 -- 105,600
Wayne A. Bromfield............... -- -- 21,250 41,750 -- 68,380
</TABLE>
- ------------------
(1) Based upon a closing price of $6.63 for Common Stock on the Nasdaq Stock
Market's National Market on September 30, 1999.
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 1999 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. Wayne A. Bromfield's employment agreement continues until terminated
upon 90 days' prior written notice from either party. The agreement provides for
an annual base salary of $175,000 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. Bromfield's
agreement also includes confidentiality and non-disclosure covenants regarding
the Company's confidential information which survive termination or expiration
of the agreement and a covenant not to compete with the Company for two years
following the termination of the agreement. Mr. Bromfield is also eligible to
participate in the Company's non-qualified deferred compensation plan. See
"Employee Benefit Plans" below.
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.
CERTAIN RELATIONSHIPS AND RELATED INFORMATION
In October 1998, two loans of $250,000 each were extended to John H.
Mathias, CEO and cosigned by his wife, Susan B. Mathias. Those loans bore
interest at the rate of 7.85% and were repaid in November 1998. The loans were
approved by the Executive Committee after consultation with the directors and
the Company's lending institution.
10
<PAGE>
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 have completed one (1) year of service with the Company are eligible to
participate. 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 termination of
employment. The Company's contribution vests to the employee ratably over a
seven-year period. The Company contributed $177,000 for fiscal year 1999.
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 have completed ninety (90) days 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 makes 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. Employee contributions, together with the Company
matching contributions, are fully vested and non-forfeitable at all times. The
Company contributed $89,000 for fiscal year 1999.
The Company also has a non-qualified deferred compensation plan for certain
executives, including Wayne A. Bromfield, 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 up to 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. These distributions are determined based on 10%
of Pantera's taxable income. A provision of $60,000 was recorded as of September
30, 1999 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.
11
<PAGE>
As of September 30, 1999, 1,157,789 options had been granted under the 1995
Plan, of which 315,498 options were cancelled. The exercise prices of the
granted options range from $2.63 to $31.50 per share. The expiration dates of
the options range from November 21, 2005 to July 13, 2008.
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.
The Compensation Committee on October 1, 1998 directed the Executive
Committee to implement an option re-pricing plan for non-senior management
employees. Pursuant to the resolution of the Committee, the Executive Committee
offered employees the opportunity to forfeit their present options in exchange
for new options priced as of the effective date of the announcement, October 6,
1998 ($6.00 per share). The conditions for exchange were three: (1) one new
option would be issued for two forfeited options; (2) the new options would have
a delayed vesting schedule, beginning October 6, 1999 and vesting one-fourth
annually thereafter; (3) all options granted in a single lot to an employee,
whether currently excercisable or not, would have to be exchanged for the new
delayed options. Employees exchanged 119,125 options under the program. Excluded
from eligibility were the Executive Officers of the Company (John H. Mathias,
James P. Mathias, Wayne A. Bromfield, John M. Spangler, Robert R. Langton,
William D. Baker, Therese M. Miller, Gary L. Lambert).
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, 1999, 112,000 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, 2008.
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 twice outside of regular board meetings, together with
reviews during board meetings, to set salaries of newly hired and current
executive officers, to determine bonuses for 1998 and 1999, 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 consists 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 1999. In particular, the Committee noted the combination
of growth and profitability attributable to the performance of the executive.
Second, the Committee surveyed salaries paid to executives of similar
manufacturing concerns. Third, the Committee considered the increased
responsibility of the executive resulting from expanded operations in additional
locations 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 $250,000, the salary for the Executive Vice President at
$182,000, the salary for the Senior Vice President at $165,000, and for the
Chief Financial Officer at $156,000. In addition, other executive officers were
granted increases consistent with 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, at
the year-end meeting in 1997, approved the payment of bonuses for fiscal year
1997 at the one hundred percent level for that year. The Committee, at the
year-end meeting in 1998, determined that no bonuses would be paid for fiscal
year 1998. The Committee, at the year-end meeting in 1999, determined that no
bonuses would be paid for fiscal year 1999.
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
13
<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,
1999 with: (a) the Standard & Poor's 500 Composite Stock Price Index; and (b) a
Peer Group Index.
COMPARISON OF 41 MONTH CUMULATIVE TOTAL RETURN*
AMONG THE JPM COMPANY, THE S & P 500 INDEX
AND A PEER GROUP
[GRAPHIC]
In the printed version of the document, a line graph appears which depicts the
following plot points.
Cumulative Total Return
-----------------------------------------
4/96 9/96 9/97 9/98 9/99
THE JPM COMPANY 100 125 322 80 88
PEER GROUP 100 101 144 98 130
S & P 500 100 106 149 163 208
* $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: Amphenol Corp, Belden Division of Cooper
Industries, Inc., 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, 1999.
14
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of PricewaterhouseCoopers LLP, independent public
accountants for the Company for fiscal 1999, 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. The
independent public accountants for fiscal 2000 have not yet been selected
pending the results of a request for proposal process.
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year ended September
30, 1999 is being mailed to the Company's shareholders with this Proxy
Statement.
SHAREHOLDER PROPOSALS
AND AUTHORITY TO EXERCISE DISCRETIONARY VOTING BY PROXIES
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
Wednesday, August 23, 2000.
The proxies appointed by the Company may exercise discretionary authority
when voting on a shareholder proposal properly presented at the Company's 2001
Annual Meeting of Shareholders that is not included in the Company's proxy
statement for such meeting if such proposal is received by the Company after
Monday, November 6, 2000. If notice of such shareholder proposal is received by
the Company on or prior to such date, such shareholder proposal is properly
presented at the Company's 2001 Annual Meeting and is not included in the
Company's proxy statement for such meeting, the proxies appointed by the Company
may exercise discretionary authority if, in such proxy statement, the Company
advises shareholders of the nature of the proposal and how the proxies appointed
by the Company intend to vote on the proposal, unless the shareholder submitting
such proposal satisfies certain requirements of the SEC including, among other
things, the mailing of a separate proxy statement to the Company's shareholders.
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
December 23, 1999
15
<PAGE>
THE JPM COMPANY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of The JPM Company (the "Company") hereby
appoints Wayne A. Bromfield and John H. 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 25, 2000 at 10:00 a.m., local time, and at any adjournments and
postponements thereof.
1. ELECTION OF CLASS B DIRECTORS TO SERVE FOR A THREE-YEAR TERM (except as
marked to the contrary).
JAMES P. MATHIAS, BRUCE M. ECKERT
/ / FOR / / VOTE WITHHELD
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE IN THAT NOMINEE'S NAME ABOVE.)
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
2. 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. 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, 1999.
Dated: ______________________, 2000
(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.
