<PAGE> 1
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ameritrade Holding Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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)(1) 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:
<PAGE> 2
January 7, 1999
Dear Fellow Stockholder:
Our Annual Meeting will be held in Omaha, Nebraska, on Wednesday, February
17, 1999. The accompanying proxy materials (consisting of the Notice of Annual
Meeting, the Proxy Statement and the form of proxy) provide additional
information about the Annual Meeting, including details on the proposals to be
voted on. A copy of the Company's 1998 Annual Report also accompanies these
materials.
We are pleased to be offering several new enhancements to our proxy
solicitation and Annual Meeting process this year.
- First, we have enabled stockholders to receive proxy materials and the
Annual Report via the Internet. This helps us hold down proxy
solicitation and printing costs and we hope that you find it convenient
and useful. Stockholders who elected to receive these materials via the
Internet may do so by accessing the ADP website at www.proxyvote.com.
- Second, we are offering new ways to vote your shares in addition to the
traditional paper proxy card. You may vote via the Internet by accessing
ADP's website at www.proxyvote.com, or you may vote by touchtone
telephone by calling the toll-free number shown on your voting
instruction form. You will need the Control Number that is imprinted on
your personalized proxy card or that you have received from ADP
electronically.
- Finally, we have arranged to offer a broadcast of the Annual Meeting
through our Internet website. To tune into this broadcast, go to
www.amtd.com, look for the Annual Meeting icon and follow the
instructions.
We look forward to your participation in this year's Annual Meeting process
and, as always, appreciate your support.
Sincerely,
/S/ J. JOE RICKETTS
- --------------------------
J. Joe Ricketts, Chairman of the Board and
Chief Executive Officer
<PAGE> 3
AMERITRADE HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 17, 1999
The Annual Meeting of Stockholders of Ameritrade Holding Corporation (the
"Company") will be held at the Joslyn Art Museum, 2200 Dodge Street in Omaha,
Nebraska on Wednesday, February 17, 1999, at 9:30 a.m., Central Standard Time,
for the following purposes:
(1) To elect Directors.
(2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending September 24, 1999.
(3) To amend and restate the Company's Certificate of Incorporation to
modify the definition of "Control Group.'
(4) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of the four Directors that will be elected by the
holders of the Company's Class A Common Stock ("Class A Stockholders"), the
ratification of the appointment of the Company's independent auditors and the
proposal to amend the Company's Certificate of Incorporation.
Only stockholders holding shares of Common Stock of record at the close of
business on December 21, 1998 will be entitled to notice of and to vote at the
meeting.
Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy which is solicited on
behalf of the Board of Directors and return it promptly in the envelope enclosed
for that purpose. As an alternative to delivering a paper proxy, you may enter
your voting instructions by phone at the toll-free number listed on proxy card
or via the Internet at www.proxyvote.com. In either case, you will need the
control number printed on your proxy card. Any person giving a proxy has the
power to revoke it at any time and Class A Stockholders who are present at the
meeting may withdraw their proxies and vote in person.
By Order of the Board of Directors
/S/ J. PETER RICKETTS
J. Peter Ricketts, Secretary
Omaha, Nebraska
January 7, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE> 4
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102ND STREET
OMAHA, NE 68127
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of Ameritrade Holding
Corporation (the "Company") to be held on February 17, 1999 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The principal executive offices of the Company are at
4211 South 102nd Street, Omaha, Nebraska, 68127. This Proxy Statement and the
proxy cards are first being mailed to stockholders on or about January 11, 1999.
The Company has two classes of Common Stock, the Class A Common Stock (the
"Class A Stock") and the Class B Common Stock (the "Class B Stock" and, together
with the Class A Stock, the "Common Stock"). The accompanying proxy is solicited
with respect to the holders of the Class A Stock (the "Class A Stockholders") on
behalf of the Board of Directors of the Company and is revocable at any time
before it is exercised by written notice of termination given to the Secretary
of the Company or by filing with him a later-dated proxy. Furthermore, the Class
A Stockholders who are present at the Annual Meeting may withdraw their proxies
and vote in person. All shares of the Company's Class A Stock represented by
properly executed and unrevoked proxies will be voted by the Board of Directors
of the Company in accordance with the directions given therein. Where no
instructions are indicated, proxies will be voted "FOR" each of the proposals
set forth in this Proxy Statement for consideration at the Annual Meeting. In
addition, the Directors believe shares of the Common Stock held by executive
officers and Directors of the Company will be voted "FOR" each such proposal.
Such shares represent approximately 62 percent of the Class A Stock and all of
the Class B Stock, which will constitute approximately 65 percent of the total
shares outstanding as of December 21, 1998. Shares of Class A Stock entitled to
vote and represented by properly executed, returned and unrevoked proxies will
be considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker non-votes.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
The Company has two authorized classes of Common Stock which are designated
Class A Common Stock and Class B Common Stock. The two classes of Common Stock
are identical in all respects except that the holders of the Class B Stock (the
"Class B Stockholders") are entitled to elect a majority of the Board of
Directors. Otherwise, each share of Common Stock is entitled to one vote upon
each matter to be voted on at the Annual Meeting. Stockholders do not have the
right to cumulate votes in the election of Directors. The holders of Class B
Stock may convert their shares into an equal number of shares of Class A Stock,
but holders of Class A Stock may not convert their shares into Class B Stock.
Only holders of Common Stock of record at the close of business on December
21, 1998 (the "Record Date") will be entitled to vote at the Annual Meeting. As
of the record date, there were 26,299,918 shares of Class A Stock issued and
2,728,800 shares of Class B Stock issued and outstanding.
The following table sets forth, as of the Record Date, the beneficial
ownership of each class of the Company's Common Stock by Directors and the
nominees for director, by each of the executive officers named in the Summary
Compensation Table, by each person believed by the Company to beneficially own
<PAGE> 5
more than 5 percent of the Company's Common Stock and by all present executive
officers and Directors of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OF SHARES OF SHARES OF SHARES OF
CLASS A CLASS A CLASS B CLASS B
NAME STOCK STOCK STOCK STOCK
---- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
J. Joe Ricketts(1), Director, Chairman and Chief
Executive Officer................................... 15,976,479 60.7% 1,364,448 50.1%
Robert T. Slezak(2), Director, Vice President, Chief
Financial Officer and Treasurer..................... 19,977 * 0 0
Peter D. Horst(3), Vice President, Marketing.......... 1,000 * 0 0
Joseph A. Konen(4), Chief Executive Officer, OnMoney
Financial Services Corporation...................... 37,643 * 0 0
Kurt D. Halvorson(5), President, Advanced Clearing.... 2,000 * 0 0
Gene L. Finn(6), Director............................. 10,588 * 0 0
David W. Garrison(7), Director........................ 3,713 * 0 0
Thomas Y. Hartley(8), Director........................ 10,988 * 0 0
Charles L. Marinaccio(6), Director.................... 11,786 * 0 0
Mark L. Mitchell(6), Director......................... 17,278 * 0 0
John W. Ward(6), Director............................. 11,786 * 0 0
All Directors and Executive Officers as a group (16 in
group).............................................. 16,345,940 62.2% 1,364,448 50.1%
OTHER STOCKHOLDERS
Marlene M. Ricketts(9)................................ 15,927,012 60.6% 1,364,352 49.9%
Ricketts Grandchildren Trust(10)...................... 3,168,000 12.0 0 0
AmeriTrade Holding Corporation Profit Sharing
Plan(11)............................................ 2,786,496 10.6% 0 0
</TABLE>
- -------------------------
* Less than 1 percent of the issued and outstanding shares of the class.
(1) Consists of 13,085,124 shares of Class A Stock held jointly with Marlene M.
Ricketts, his spouse, 55,392 shares of Class A Stock held in the J.
Ricketts IRA and 2,786,496 shares of Class A Stock owned by the Ameritrade
Holding Corporation Profit Sharing Plan over which Mr. Ricketts exercises
shared voting and investment power with Marlene M. Ricketts. Also included
are 49,467 shares issuable upon the exercise of vested options. Shares of
Class B Stock beneficially owned by Mr. Ricketts consist of 1,364,448
shares of Class B Stock owned by the Joe Ricketts Dynasty Trust over which
Mr. Ricketts exercises sole voting and investment. If all shares of Class B
Stock beneficially owned by Mr. Ricketts were converted into Class A Stock,
Mr. Ricketts would beneficially own 17,340,927 shares of Class A Stock
which would represent approximately 63 percent of the total shares of Class
A Stock that would be issued and outstanding after such conversion.
(2) Represents 9,110 shares of Class A Stock held by Robert T. Slezak and Jane
G. Slezak, as trustees of the Robert T. Slezak and Jane G. Slezak Revocable
Trust and 10,867 shares issuable upon the exercise of vested options.
(3) Shares are held jointly with Deborah R. Horst, his spouse.
(4) Represents 19,176 shares of Class A Stock held in the Joseph A. Konen IRA
and 18,467 shares issuable upon the exercise of vested options.
(5) Shares are held jointly with Melinda K. Halvorson, his spouse.
(6) Includes 5,600 shares of Class A Stock issuable upon the exercise of vested
options.
(7) Includes 1,067 shares of Class A Stock issuable upon the exercise of vested
options.
(8) Represents 1,200 shares of Class A Stock held in the Thomas Y. Hartley SEP
IRA and 1,404 shares of Class A Stock held by Thomas Y. and Deborah R.
Hartley, as trustees of the Hartley Family Trust. Also included are 5,600
shares issuable upon the exercise of vested options.
2
<PAGE> 6
(9) Consists of 13,085,124 shares of Class A Stock held jointly with J. Joe
Ricketts, her spouse, 55,392 shares of Class A Stock held in the M.
Ricketts IRA and 2,786,496 shares of Class A Stock owned by the Ameritrade
Holding Corporation Profit Sharing Plan over which Mrs. Ricketts exercises
shared voting and investment power with J. Joe Ricketts. Shares of Class B
Stock beneficially owned by Mrs. Ricketts consist of 1,364,352 shares of
Class B Stock owned by the Marlene Ricketts Dynasty Trust. If all shares of
Class B Stock beneficially owned by Mrs. Ricketts were converted into Class
A Stock, Mrs. Ricketts would beneficially own 17,291,364 shares of Class A
Stock which would represent approximately 63 percent of the total shares of
Class A Stock that would be issued and outstanding after such conversion.
Mrs. Ricketts' address is c/o Ameritrade Holding Corporation, 4211 South
102nd Street, Omaha, Nebraska 68127.
(10) The trustee of the Ricketts Grandchildren Trust is First National Bank of
Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska,
68102.
(11) The address of the Ameritrade Holding Corporation Profit Sharing Plan is
c/o Ameritrade Holding Corporation, 4211 South 102nd Street, Omaha,
Nebraska, 68127. The trustee of the Ameritrade Holding Corporation Profit
Sharing Plan is J. Joe Ricketts.
3
<PAGE> 7
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES
The full Board of Directors consist of nine Directors, five of which will
be elected by the Class B Stockholders and four of which will be elected by the
Class A Stockholders. Accordingly, the Board has nominated J. Joe Ricketts,
Joseph A. Konen, Robert T. Slezak, John W. Ward and Gene L. Finn to be elected
as Class B Stockholders and has nominated Charles L. Marinaccio, Thomas Y.
Hartley, Mark L. Mitchell and David W. Garrison to be elected by the Class A
Stockholders. All nominees have been nominated to serve for a term of one year.
This Proxy Statement relates only to the solicitation of proxies from the
Class A Stockholders with respect to the election of four Directors to be
elected by them (the "Class A Directors") and the other matters described
herein. The Board of Directors knows of no reason why any of Messrs. Marinaccio,
Hartley, Mitchell and Garrison might be unavailable to serve as the Class A
Directors, if elected, and each have expressed an intention to serve, if
elected. If any of Messrs. Marinaccio, Hartley, Mitchell and Garrison are unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitute nominee as the Board of Directors may recommend.
There are no arrangements or understandings between any of the persons nominated
to be a Class A Director and any other person pursuant to which any of such
nominees was selected.
The election of a Class A Director requires the affirmative vote of a
plurality of the shares of Class A Stock present in person or represented by
proxy at the meeting and entitled to vote. Consequently, votes withheld and
broker non-votes with respect to the election of Directors will have no impact
on the election of Directors. Proxies submitted pursuant to this solicitation
will be voted for the election of each of Messrs. Marinaccio, Hartley, Mitchell
and Garrison as Class A Directors, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
ELECTION OF CHARLES L. MARINACCIO, THOMAS Y. HARTLEY, MARK L. MITCHELL AND DAVID
W. GARRISON AS CLASS A DIRECTORS.
4
<PAGE> 8
The table below sets forth certain information regarding the Directors of
the Company. All members of, and the nominees to, the Board of Directors have
held the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
---- --- ---------- -------- -------
<S><C>
NOMINEES TO BE ELECTED BY CLASS A STOCKHOLDERS
David W. Garrison.................... 43 Independent Consultant(1) 1997 1999
Thomas Y. Hartley.................... 65 President, Colbert Golf Design and 1996 1999
Development
Charles L. Marinaccio................ 65 Independent Consultant, Director, 1997 1999
Securities Investor Protection
Corporation, and Director, American
Bank of Albania(2)
Mark L. Mitchell..................... 38 Associate Professor of Finance, 1996 1999
University of Chicago
NOMINEES TO BE ELECTED BY CLASS B STOCKHOLDERS
J. Joe Ricketts...................... 57 Chairman and Chief Executive Officer of 1981 1999
the Company
Robert T. Slezak..................... 41 Vice President, Chief Financial Officer 1996 1999
and Treasurer of the Company
Joseph A. Konen...................... 51 Chief Executive Officer, OnMoney 1996 1999
Financial Services Corporation
Gene L. Finn......................... 66 Independent Consultant and Director, 1996 1999
Knight/Trimark Group, Inc.(3)
John W. Ward......................... 55 Chairman, Transition International, 1997 1999
Inc.(4)
</TABLE>
- -------------------------
(1) Mr. Garrison has also served on the Board of Directors of Traveling Software
since May of 1996. Mr. Garrison served as Chief Executive Officer, President
and Chairman of the Board of Directors of NETCOM On-Line Communications
Services, Inc. from 1995 to 1998. Prior to joining NETCOM, Mr. Garrison
served as President of SkyTel, a division of Mobile Telecommunications, Inc.
from 1990 to 1994.
(2) Prior to becoming a director of the SIPC in 1995, Mr. Marinaccio was a
partner in the law firm of Kelley, Drye & Warren from 1985 through 1994.
(3) From 1983 to 1995, Mr. Finn was Vice President and Chief Economist for the
National Association of Securities Dealers, Inc.
(4) Mr. Ward has been an independent consultant since 1991, in addition to
acting as Chairman of Transition International, Inc. since 1994.
Information regarding other executive officers of the Company is found in
the Company's report on Form 10-K for the year ended September 25, 1998, which
is available upon request.
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the fiscal year ended September 25, 1998, the Board of
Directors held four meetings and took action by written consent five times. All
Directors attended at least 75 percent of the meetings of the Board of Directors
and of the Committees of the Board of Directors on which they served during
fiscal year 1998.
The Board of Directors has established two committees: Audit and
Compensation.
AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the services
for which they are engaged, including reviewing the scope of the annual audit
and its results, reviewing the scope and results of the Company's internal
auditing
5
<PAGE> 9
function, reviewing the adequacy of the Company's internal accounting controls
with management and auditors and reviewing fees charged by the Company's
independent auditors. The Audit Committee is composed of Directors Hartley and
Finn. The Audit Committee met four times during fiscal year 1998.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels and bonus payment and awards
pursuant to the Company's management incentive plans. The Compensation Committee
consists of Directors Ward, Mitchell and Marinaccio. The Compensation Committee
met four times during fiscal year 1998.
COMPENSATION OF DIRECTORS
The Company maintains the Ameritrade Holding Corporation Directors
Incentive Plan (the "Directors Plan") pursuant to which non-employee Directors
are granted various equity awards and may make certain elections with respect to
the payment of their retainers and fees. Specifically, the Directors Plan
provides that, upon a non-employee director's election to the Board for his
first term, the director will receive (a) a stock option to purchase such number
of shares of the Company's Common Stock as determined by the Chairman of the
Board and approved by the Board and (b) an award of Restricted Stock, the fair
market value of which is equal to $20,000 or such other amount determined by the
Board from time to time. Non-employee Directors may also be awarded stock
options other than upon their initial election to the Board as determined from
time to time by the Board. Awards made pursuant to the Directors Plan will
generally vest in substantially equal annual installments over a period of three
years, beginning with the first anniversary of the grant date. The exercise
price of options granted under the Directors Plan may not be less than the fair
market value of a share of the Company's Common Stock on the date of the grant
of the option. An initial award to Mr. Garrison was the only award made during
fiscal 1998.
Employee Directors do not receive compensation for services provided as a
director. Non-employee Directors receive an annual retainer of $12,000 payable
in advance. Fifty percent of the annual retainer is paid in shares of Common
Stock of the Company while the remaining fifty percent is payable in cash or
stock at the option of the director. Non-employee Directors receive payment of
$1,500 for quarterly meetings and $1,000 for committee meetings, all payable
quarterly in advance in the form of cash or stock at the election of the
director. The foregoing elections and payments are made pursuant to the
Directors Plan.
Pursuant to the Directors Plan, non-employee Directors may elect to defer
receipt of all or a portion of the retainer, meeting and committee fees
otherwise payable to the non-employee director, including those amounts that
would otherwise be payable to the non-employee director in the form of Common
Stock. Amounts deferred pursuant to a non-employee director's election are
credited to a bookkeeping account which consists of a "Cash Subaccount"
reflecting amounts that would otherwise have been payable to the non-employee
director in cash and a "Stock Subaccount" reflecting amounts that would
otherwise have been payable to the non-employee director in stock. As of the
first day of each calendar quarter, the Cash Subaccount is adjusted to reflect
contributions and distributions during the preceding calendar quarter and is
credited with interest computed at the prime rate as reported by the Wall Street
Journal for that date (or, if that day is not a business day, the next preceding
business day). The Stock Subaccount is credited with "stock units" as of each
day that deferred amount would otherwise have been payable to the non-employee
director in stock, is charged with stock units as of each day on which amounts
are distributed from the Stock Subaccount and is credited with stock units as of
each record date to reflect dividends paid on the Company's Common Stock. For
purposes of the adjustments to the Stock Subaccount, one stock unit corresponds
to one share of the Company's Common Stock.
Deferred amounts are payable to non-employee Directors as of a distribution
date elected by the non-employee director at the time of the deferral.
Distributions of deferred amounts are generally made in ten annual installments
commencing on the distribution date elected. A non-employee director may elect
to have payments in a lump sum or in any number of annual payments not exceeding
ten. If a non-employee director dies prior to the full payment of his deferral
account, the balance will be paid to a beneficiary designated by the
non-employee director.
6
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by or paid by the Company and its
subsidiaries to the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the fiscal years
ended September 25, 1998, September 26, 1997 and September 27, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ----------------------- -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($) SARS(#) ($)(2) ($)(4)
- --------------------------- ---- --------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts............ 1998 435,000 -- 12,730 -- 148,400 -- --
Chairman and Chief 1997 337,503 148,650 11,803 -- -- -- --
Executive Officer 1996 285,252 178,000 11,778 -- -- -- --
Robert T. Slezak........... 1998 250,008 -- 12,730 -- 32,600 318,128 --
Vice President, Chief 1997 231,258 -- 11,866 -- -- -- --
Financial Officer and 1996 175,008 50,000 11,940 -- -- -- --
Treasurer
Peter D. Horst(3).......... 1998 141,801 82,117 -- -- -- -- 6,220
Vice President, Marketing
Joseph A. Konen(5)......... 1998 300,000 -- 12,730 -- 55,400 -- --
Chief Executive Officer, 1997 275,001 -- 11,866 -- -- -- --
OnMoney Financial Services 1996 200,004 75,000 11,940 -- -- -- --
Corporation
Kurt D. Halvorson.......... 1998 136,250 23,473 8,061 -- -- -- --
President, Advanced 1997 93,000 18,655 7,269 -- -- -- --
Clearing
1996 83,000 19,040 5,368 -- -- -- --
</TABLE>
- -------------------------
(1) The amounts in this column represent employer contributions to the Company's
Profit Sharing Plan.
(2) Represents deferred payments from the Company's Executive Bonus Plan of
amounts awarded in fiscal years 1992, 1993 and 1994.
(3) Mr. Horst became an employee of the Company on December 1, 1997.
(4) Consists of reimbursement of relocation expenses.
(5) Mr. Konen served as President and Chief Operating Officer of the Company
from October 1994 until November 1, 1998.
7
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted
to executive officers listed in the Summary Compensation Table during fiscal
1998 pursuant to the Long-Term Incentive Plan. No grants of Stock Appreciation
Rights were made in fiscal 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ---------------------------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS APPRECIATION FOR THE
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)($)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR(1) ($/SHARE) DATE 5% 10%
---- ---------- -------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts............................. 148,400 61.58% 12.75 12/16/07 1,189,932 3,015,520
Robert T. Slezak............................ 32,600 13.53% 12.75 12/16/07 261,400 662,439
Joseph A. Konen............................. 55,400 22.99% 12.75 12/16/07 444,220 1,125,740
</TABLE>
- -------------------------
(1) Based on an aggregate of 241,000 options granted to employees during fiscal
1998.
(2) Calculated on the assumption that the market value of the underlying stock
increases at the stated values compounded annually for the ten-year term of
the option and that the option is exercised and sold on the last day of its
term for the appreciated stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
No options held by the executive officers listed in the Summary
Compensation Table were exercisable during fiscal year 1998.
EMPLOYMENT AGREEMENTS
On December 3, 1996, the Company entered into employment agreements (the
"Employment Agreements") with J. Joe Ricketts, its Chairman and Chief Executive
Officer; Joseph A. Konen, then its President and Chief Operating Officer, now
Chief Executive Officer of OnMoney Financial Services Corporation; and Robert T.
Slezak, its Vice President and Chief Financial Officer. The initial term of each
Employment Agreement ended on December 3, 1997, but each agreement has been
renewed for the second of three one-year extension periods. The Employment
Agreements will be automatically renewed for an additional one-year extension,
unless either party gives written notice of non-renewal to the other party at
least 180 days prior to the then current expiration date. The Employment
Agreement with a particular officer will terminate prior to its scheduled
expiration date in the event of the officer's death or disability. In addition,
either party may terminate any of the Employment Agreements with or without
cause (as defined therein). If an officer is discharged from employment by the
Company without cause, he will receive continued payments of his base salary for
a period commencing on the date of termination and ending on a date as
determined in his Employment Agreement.
Each Employment Agreement provides for the payment of a base salary, which
is subject to annual adjustment, and to incentive compensation and other
employee benefits under the various benefit plans and programs maintained by the
Company. Each of the Employment Agreements contains confidentiality covenants on
the part of the named officers.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act") and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors (the "Committee"). Where
appropriate, the Committee reviews and considers the recommendations of
management before determining compensation policy. In addition, the Committee
has employed outside compensation consultants with respect to certain
compensation related issues. The Company's compensation programs are designed to
be tied closely to Company performance and shareholder return and to enable the
Company to attract and retain the best possible executive talent.
Generally, the Company's compensation programs consist of salary, an
executive bonus program for certain executives, performance-based bonus programs
and a long-term incentive plan consisting primarily of a stock option program
for executives and key management employees. Although the incentive plan also
permits the award of stock appreciation rights, stock awards (including
Restricted Stock) and performance units, no such awards have been made under the
program.
During 1998, the salary of Messrs. Ricketts, Konen and Slezak was set
pursuant to employment agreements. The Committee determines the compensation for
other named executive officers based on the recommendation of management and, in
certain cases, outside compensation consultants.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the Company's deduction for compensation paid to the executive
officers named in the Summary Compensation Table to $1 million unless certain
requirements are met. The policy of the Compensation Committee with respect to
Section 162(m) is to establish and maintain a compensation program which will
optimize the deductibility of compensation. In that regard, no executive officer
received compensation in excess of $1 million during fiscal 1998. The Committee,
however, reserves the right to use its judgment, where merited by the
Committee's need to respond to changing business conditions or by an executive
officer's individual performance, to authorize compensation which may not, in a
specific case, be fully deductible by the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Ricketts' compensation is generally set pursuant to the terms of his
employment agreement, which was entered into before the Company conducted its
initial public offering. The increase in base salary for Mr. Ricketts in fiscal
1998 and grants of stock options made to Mr. Ricketts were established after a
compensation analysis for executive officer positions of the Company, based on
consideration of compensation information and strategies of comparable
companies, was prepared and presented to the Compensation Committee by
independent compensation consultants. The grant of stock options was intended to
provide incentives for increases in stockholder value, to encourage retention
and to remain competitive with respect to executive compensation.
Mark L. Mitchell
John W. Ward
Charles L. Marinaccio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1998, there were no compensation committee interlocks and no
insider participation in compensation committee decisions that were required to
be reported under the rules and regulations of the Securities Exchange Act of
1934.
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COMPANY PERFORMANCE
The company performance information is not deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission (the
"SEC") or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "1934 Act") and the company
performance information shall not be deemed to be incorporated by reference into
any prior or subsequent filing by the Company under the Securities Act of 1933
or the 1934 Act.
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and the stocks
making up an industry peer group and a broad-based stock index on March 4, 1997
(the date the Company's stock commenced public trading) through the end of the
Company's most recent fiscal year.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------------------------------
3/4/97 3/97 6/97 9/97 12/97 3/98 6/98 9/98
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMERITRADE HOLDING CORPORATION 100.00 104.17 105.00 171.67 195.00 185.00 180.00 240.00
PEER GROUP 100.00 87.01 111.90 147.51 167.01 169.52 162.18 162.01
S & P 500 100.00 95.73 112.44 120.86 124.33 141.67 146.35 131.79
</TABLE>
The Company included the following companies in its Peer Group:
E Trade Group Inc.
Schwab Charles Corp. New
Southwest Securities Group Inc.
Everen Capital Corp.
Paine Webber Group Inc.
A.G. Edwards
Raymond James Financial Inc.
All companies in the peer group are publicly traded firms engaged in the
securities brokerage business.
RELATED PARTY TRANSACTIONS
The Company paid $1,288,000 during fiscal year 1998 to J. Joe Ricketts for
lease of the Company's headquarters. J. Joe Ricketts is Chairman and Chief
Executive Officer of the Company.
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<PAGE> 14
RATIFICATION OF APPOINTMENT OF AUDITOR
Deloitte & Touche LLP, who has been auditor for the Company since 1975, has
been appointed by the Board of Directors as auditor for the Company and its
subsidiaries for the fiscal year ending September 24, 1999. This appointment is
being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the total shares of Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote there at. Abstentions will have
the same effect as a vote against ratification. Broker non-votes will not be
considered shares entitled to vote with respect to ratification of the
appointment and will not be counted as votes for or against the ratification.
This proxy is being solicited with respect to the ratification of the
appointment of auditor only from the Class A Stockholders. Proxies submitted
pursuant to this solicitation will be voted for the ratification of Deloitte &
Touche LLP as the Company's auditors for the fiscal year ending September 24,
1999, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 24, 1999.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will be provided an opportunity to make a statement and to
respond to appropriate inquiries from stockholders.
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has declared advisable, and directed
that there be submitted to the stockholders of the Company, an amendment of the
Company's Certificate of Incorporation. The definition of "Control Group" in
Article FOURTH would be amended to include any trust or other person or entity
that holds either Class A Stock or Class B Stock (or both) for any of J. Joe
Ricketts, Marlene M. Ricketts and the lineal descendants of J. Joe Ricketts and
Marlene M. Ricketts and their spouses. The text of the proposed amendment of the
Certificate of Incorporation is set forth in Exhibit A to this Proxy Statement.
The amendment of the Certificate of Incorporation would amend the
definition of Control Group in the Certificate of Incorporation to include not
only each trust or other person or entity that holds Class B Stock for the
benefit of any of the members of the Ricketts Family, but also each trust or
other person or other entity that holds Class A Stock for the benefit of any of
the members of the Ricketts Family. As a result, trusts and other persons and
entities that hold Class A Stock for the benefit of any of the members of the
Ricketts Family would be counted when calculating whether the number of shares
of outstanding Common Stock held by the Control Group has fallen below the 20
percent threshold. This would decrease the likelihood that the number of shares
of outstanding Common Stock held by the Control Group would fall below 20
percent. Consequently, there would be a decreased likelihood that all of the
shares of Class B Stock would convert into Class A Stock, which would eliminate
the ability of the holders of the Class B Stock to elect a majority of the Board
of Directors. Thus, it would be more difficult for any party other than members
of the Ricketts Family to obtain control of the Board of Directors and the
Company. The Ricketts Grandchildren Trust holds Class A Stock (and not Class B
Stock) for the benefit of the grandchildren of J. Joe Ricketts and Marlene M.
Ricketts. The proposed amendment would cause that trust to become part of the
Control Group.
The Board of Directors believes that the proposed amendment to the
definition of Control Group will give members of the Ricketts Family more
flexibility in how they choose to hold their Class A Stock without increasing or
decreasing their ability to control the Company. Currently, J. Joe Ricketts
beneficially owns 61 percent of the outstanding Class A Stock and all of the
outstanding Class B Stock. The proposed amendment to the definition of Control
Group will not expand nor limit the present ability of Mr. Ricketts and other
members of the Ricketts Family to elect a majority of the Board of Directors of
the Company.
Under Delaware corporate law, the holders of the outstanding shares of a
class of capital stock are entitled to vote as a class on a proposed amendment
to the Certificate of Incorporation if the amendment would alter or change the
powers, preferences, or special rights of the shares of such class so as to
affect them adversely. Therefore, the proposed amendment of the Certificate of
Incorporation may only be adopted by the
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<PAGE> 15
affirmative vote of a majority of the outstanding shares of each of the Class A
Stock and the Class B Stock. As a result, abstentions and broker non-votes will
have the same effect as a vote against the proposed amendment. This proxy is
being solicited with respect to the proposed amendment only from the holders of
outstanding Class A Stock. Proxies submitted pursuant to this solicitation will
be voted in favor of the proposed amendment, unless specified otherwise.
If the proposed amendment of the Certificate of Incorporation is approved,
the appropriate officers of the Company will execute and file with the Secretary
of State of the State of Delaware an Amended Certificate of Incorporation
reflecting such amendment and such other documents as are necessary to reflect
the amendment of the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE CLASS A STOCKHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION SET FORTH IN
EXHIBIT A TO THIS PROXY STATEMENT.
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting should have been received by the Secretary of
the Company at its home office no later than September 10, 1998. Pursuant to the
Company's Bylaws, nominations for Directors should have been submitted by
stockholders in writing to the Secretary of the Company by September 10, 1998.
Only stockholders of record are entitled to bring business before the Annual
Meeting or make nominations for Directors.
In order to be included in the Company's Proxy Statement relating to its
next annual meeting, stockholder proposals must be submitted by September 13,
1999 to the Secretary of the Company at its home office. Such proposals must set
forth (i) a brief description of the business desired to be brought before the
annual meeting and the reason for conducting such business at the annual
meeting, (ii) the name and address of the stockholder proposing such business,
(iii) the class and number of shares of the Company's Common Stock beneficially
owned by such stockholder and (iv) any material interest of such stockholder in
such business. The inclusion of any such proposal in such proxy material shall
be subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders and it does not know of any business which persons, other than the
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by Directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company has made these materials available via the
Internet at www.amtd.com. The Company will supply banks, brokers, dealers and
other custodian nominees and fiduciaries with proxy materials to enable them to
send a copy of such materials by mail to each beneficial owner of shares of the
Company's Class A Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
The Company's Annual Report, including financial statements, is being
mailed, together with this Proxy Statement, to all stockholders entitled to vote
at the Annual Meeting. However, such Annual Report is not to
12
<PAGE> 16
be considered part of this proxy solicitation material. IN ADDITION, ANY
STOCKHOLDER WHO WISHES TO RECEIVE A COPY OF THE FORM 10-K FILED BY THE COMPANY
WITH THE SECURITIES AND EXCHANGE COMMISSION MAY OBTAIN A COPY WITHOUT CHARGE BY
WRITING TO THE COMPANY. REQUESTS SHOULD BE DIRECTED TO J. PETER RICKETTS AT THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICE.
By Order of the Board of Directors
/S/ J. PETER RICKETTS
----------------------------
J. Peter Ricketts, Secretary
Omaha, Nebraska
January 7, 1999
13
<PAGE> 17
EXHIBIT A
As amended, ARTICLE FOURTH, of the Company's Certificate of Incorporation
will read, in its entirety, as follows:
FOURTH: The total number of shares of capital stock which the Corporation
has authority to issue is 69,000,000 shares, consisting of:
(1) 3,000,000 shares of Preferred Stock, par value $1.00 per share
(the "Preferred Stock");
(2) 60,000,000 shares of Class A Common Stock, par value $.01 per
share (the "Class A Stock"); and
(3) 6,000,000 shares of Class B Common Stock, par value $.01 per share
(the "Class B Stock").
The Class A Stock and the Class B Stock are hereafter collectively referred
to as the "Common Stock."
A. PREFERRED STOCK
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of Preferred Stock and with respect
to each such series to fix by resolution or resolutions providing for the
issuance of such series the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof.
B. COMMON STOCK
Except as otherwise provided in this Section B or as otherwise required by
applicable law, all shares of Class A Stock and Class B Stock shall be identical
in all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.
1. Voting Rights.
(1) General. Except as otherwise provided in this Section B or as otherwise
required by applicable law, the holders of Class A Stock and the holders of
Class B Stock shall vote as a single class and shall be entitled to one vote per
share on all matters to be voted on by the stockholders of the Corporation.
(2) Election of Directors. The number of Directors shall be determined in
the manner provided in the Bylaws of the Corporation. The Class B Stock shall be
entitled to elect a majority of the Directors and the Class A Stock shall be
entitled to elect the remaining Directors.
(3) Removal. Only the holders of Class A Stock shall be entitled to vote on
the removal, with or without cause, of any director elected by the holders of
Class A Stock. Only the holders of Class B Stock shall be entitled to vote on
the removal, with or without cause, of any director elected by the holders of
Class B Stock.
(4) Vacancies. Any vacancy in the office of a director created by the
death, resignation or removal of a director elected by the holders of Class A
Stock shall be filled only by a vote of the holders of Class A Stock. Any
vacancy in the office of a director created by the death, resignation or removal
of a director elected by the holders of Class B Stock shall be filled only by a
vote of the holders of Class B Stock. Notwithstanding anything in this Section
(d) to the contrary, any vacancy in the office of a director may be filled by
the vote of the majority of the Directors (or director) elected by the same
class of stock that elected the director whose death, resignation or removal
created the vacancy, or in the event that there are no such Directors, by the
vote of the majority of the other Directors or by the sole remaining director,
regardless, in each instance, of any quorum requirements set forth in the Bylaws
of the Corporation. Any director elected by the stockholders or by some or all
of the Directors to fill a vacancy shall serve until the next annual meeting of
stockholders and until his or her successor has been elected and has qualified.
Any vacancy in the office of a director created by the increase in the number of
Directors may be filled by election at the next annual or special meeting of
stockholders in accordance with Section 1(b) or by the vote of all the Directors
prior to such annual or special
A-1
<PAGE> 18
meeting of stockholders, in which case the Directors shall designate which class
of stock shall be deemed to have elected the director filling such vacancy.
(5) One Class Outstanding. Notwithstanding anything in this Section 1 to
the contrary, the holders of Class A Stock shall be entitled to elect all of the
Directors and shall have exclusive voting power on all matters at any time when
no Class B Stock is issued and outstanding, and the holders of Class B Stock
shall be entitled to elect all of the Directors and shall have exclusive voting
power on all matters at any time when no Class A Stock is issued and
outstanding, subject in each case to the provisions of any Preferred Stock.
2. Dividends. As and when dividends are declared or paid on the Common
Stock, whether in cash, property or securities of the Corporation, the holders
of Class A Stock and the holders of Class B Stock shall be entitled to
participate in such dividends ratably on a per share basis; provided that if
dividends are declared that are payable in shares of Class A Stock or Class B
Stock, dividends shall be declared that are payable at the same rate on both
classes of stock and any dividends payable in shares of Class A Stock shall be
payable to holders of that class of stock and any dividends payable in shares of
Class B Stock shall be payable to holders of that class of stock.
3. Conversion.
(1) Conversion of Class A Stock. The Class A Stock is not convertible.
(2) Conversion of Class B Stock.
(i) Each share of Class B Stock may be converted into one share of
Class A Stock at any time at the option of and without cost to the holder
thereof. Any such conversion may be effected by any holder of Class B Stock
surrendering such holder's certificate or certificates representing the
Class B Stock to be converted, duly endorsed, at the principal office of
the Corporation or any transfer agent for the Class B Stock during normal
business hours, together with a written notice to the Corporation at such
office that such holder elects to convert all or a specified number of
shares of Class B Stock and stating the name or names in which such holder
desires the certificate or certificates representing such Class A Stock to
be issued. Promptly thereafter, the Corporation shall issue and deliver to
such holder, or such holder's nominee or nominees, a certificate or
certificates representing the number of shares of Class A Stock to which
such holder shall be entitled. Such conversion shall be deemed to have been
made at the close of business on the date of such surrender and receipt of
such notice and the person or persons entitled to receive the Class A Stock
issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such Class A Stock as of the close of business
on that date.
(ii) Each share of Class B Stock shall automatically convert into one
share of Class A Stock if the number of issued and outstanding shares of
Common Stock held by the Control Group is less than twenty percent (20%) of
the aggregate number of issued and outstanding shares of Common Stock.
(iii) Each share of Class B Stock shall automatically convert into one
share of Class A Stock in the event such share is sold or transferred to
any person other than to a member of the Control Group. If any share of
Class B Stock is sold or transferred to a member of the Control Group who
subsequently ceases to be a member of the Control Group, each such share
shall automatically convert into one share of Class A Stock.
(iv) For purposes of this Section 3, "Control Group" shall mean J. Joe
Ricketts, Marlene M. Ricketts, the lineal descendants of J. Joe Ricketts
and Marlene M. Ricketts and their spouses, and any trust or other person or
entity that holds Common Stock for the benefit for any of the foregoing.
4. Liquidation. Subject to the provisions of any Preferred Stock, the
holders of Class A Stock and the holders of Class B Stock shall be entitled to
participate ratably on a per share basis in all distributions to the holders of
Common Stock in any liquidation, dissolution or winding up of the Corporation.
5. Subdivision, Reclassification and Combination. The Corporation shall not
subdivide, reclassify or combine any class of Common Stock without at the same
time making a proportionate subdivision, reclassification or combination of each
other class of Common Stock.
A-2
<PAGE> 19
REVOCABLE PROXY OF HOLDERS
OF CLASS A STOCK
AMERITRADE HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERITRADE
HOLDING CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON FEBRUARY 17, 1999 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby authorizes the Board of Directors of Ameritrade
Holding Corporation (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Joslyn Art Museum, on Tuesday, February 17, 1999, at 9:30 a.m., Central
Standard Time and at any adjournment of said meeting and thereat to act with
respect to all votes that the undersigned would be entitled to cast, if then
personally present, in accordance with the instructions below and on the reverse
hereof.
1. ELECTION OF CLASS A DIRECTORS
: FOR all nominees listed below for terms to expire in
2000 (except as marked to the contrary below)
: WITHHOLD AUTHORITY to vote for all nominees listed
below
Charles L. Marinaccio
Thomas Y. Hartley
Mark L. Mitchell
David W. Garrison
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. AUDITORS. Ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal year ending
September 24, 1999.
: FOR : AGAINST : ABSTAIN
3. AMEND CERTIFICATE OF INCORPORATION. Amend the Certificate
of Incorporation to change the definition of "Control Group."
: FOR : AGAINST : ABSTAIN
4. To vote, in its discretion, upon any other business that may
properly come before the Annual Meeting or any adjournment
thereof. Management is not aware of any other matters which
should come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR CLASS A DIRECTORS,
FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS AND FOR THE PROPOSAL TO
AMEND THE CERTIFICATE OF INCORPORATION.
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<PAGE> 20
This proxy is revocable and the undersigned may revoke it at any time prior
to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting, or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for February 17, 1999 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.
Dated: January 7, 1999.
---------------------------------------
(Signature)
---------------------------------------
(Signature if held jointly)
Please sign exactly as name appears on
this proxy. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If a
corporation, please sign in full
corporate name by authorized officer. If
a partnership, please sign in
partnership name by authorized party.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
16
