<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Group Maintenance America Corp.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously by written 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>
8 Greenway Plaza
[LOGO APPEARS HERE] Suite 1500
April 9, 1998 Houston, Texas 77046
Dear Shareholder:
On behalf of the Board of Directors and employees of Group Maintenance
America Corp., you are cordially invited to attend the 1998 Annual Meeting of
Shareholders, which will be held at the Houston City Club, Greenway Plaza,
Houston, Texas, on Wednesday, May 13, 1998, at 10:30 a.m. Houston time.
At the meeting, shareholders will elect four directors for a term expiring
at the 2001 shareholders meeting and to approve the selection of independent
public accountants. This booklet includes the notice of the meeting and the
proxy statement which contains information about the meeting and the election
of directors.
Whether or not you plan to attend the meeting, please take the time to vote
by completing and mailing the enclosed proxy card to us. As explained in the
proxy statement, your proxy may be withdrawn at any time before it is actually
voted at the meeting.
Very truly yours,
/s/ JAMES P. NORRIS
James P. Norris
Chairman of the Board
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(713) 860-0100
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1998
TO THE SHAREHOLDERS OF GROUP MAINTENANCE AMERICA CORP.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of Group
Maintenance America Corp., a Texas corporation (the "Company"), will be held
on May 13, 1998, at 10:30 a.m., Houston time, at the Houston City Club,
Greenway Plaza, Houston, Texas (the "Meeting").
The Meeting will be held for the following purposes:
(1) To elect four directors to serve a term ending at the Company's 2001
Annual Meeting of Shareholders.
(2) To approve the appointment by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent public accountants for the year
1998.
(3) To act on such other matters as may properly be brought before the
meeting affecting the business and affairs of the Company.
The Board of Directors has fixed the close of business on March 17, 1998, as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and any adjournments or postponements thereof. A
list of such shareholders will be available for examination at the offices of
the Company, located at 8 Greenway Plaza, Suite 1500, Houston, Texas, for a
period of at least ten days prior to the Meeting.
Each shareholder who does not expect to attend the Meeting is urged to
complete, date and sign the enclosed Proxy and return it to the Company in the
enclosed envelope, which requires no postage if mailed in the United States.
By Order of the Board of Directors,
/s/ RANDOLPH W. BRYANT
----------------------------
RANDOLPH W. BRYANT
Secretary
Houston, Texas
April 9, 1998
<PAGE>
GROUP MAINTENANCE AMERICA CORP.
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors (the "Board") of
Group Maintenance America Corp. (the "Company") in connection with its
solicitation of proxies for use at the 1998 Annual Meeting of Shareholders to
be held on Wednesday, May 13, 1998, at 10:30 a.m. Houston time at the Houston
City Club, Greenway Plaza, Houston, Texas, and at any and all adjournments
thereof. Mailing of the proxy statement will commence on or about April 9,
1998. Holders of record of the Company's Common Stock (the "Common Stock") at
the close of business on March 17, 1998, will be entitled to one vote for each
share held on all matters to come before the meeting. On that date, there were
outstanding 22,791,557 shares of Common Stock.
PROXIES AND VOTING
A proxy on the enclosed form may be revoked by notice in writing to the
Secretary at any time before it has been exercised. Unless the proxy is
revoked or there is a direction to abstain on one or more proposals, it will
be voted on each proposal and, if a choice is made with respect to any matter
to be acted upon, in accordance with such choice. If no choice is specified,
the proxy will be voted as recommended by the Board.
A majority of the votes entitled to be cast on matters to be considered at
the meeting constitutes a quorum. If a share is represented for any purpose at
the meeting, it is deemed to be present for all other matters. Shares
abstaining with regard to a matter to be presented to the shareholders
constitute part of the quorum present with respect to such matter; however,
shares for which voting power has been withheld, such as broker non-votes, do
not constitute part of the quorum present with respect to such matter.
Consequently, the number of shares representing the quorum present for the
meeting may be greater than the shares present for action on a particular
proposal.
Approval of matters presented to the meeting requires the affirmative vote
of a majority of the voting power of the shares present in person or
represented by proxy and entitled to vote on the subject matter. Abstentions
are included in the tally of shares represented but will not be included in
determining the number of votes cast for or against a particular item.
Therefore, abstentions have the effect of a vote cast against a particular
item.
PROXY SOLICITATION
The cost of this solicitation will be borne by the Company. The Company has
retained ChaseMellon Shareholder Services, L.L.C. to assist in soliciting
proxies for a fee of $4,000, plus reasonable out-of-pocket expenses. The
directors, officers, and employees of the Company may also solicit proxies by
telephone, telegram or personal contact. These persons will receive no
additional compensation for such services. The Company will reimburse brokers
and other shareholders of record for their expenses in forwarding proxy
material to beneficial owners.
1
<PAGE>
ITEM 1--ELECTION OF DIRECTORS
The Board of Directors presently consists of 15 members, divided into three
classes. The following four nominees, each of whom is presently serving as a
director of the Company, are proposed to be elected at the Annual Meeting to
serve for a term to expire at the 2001 Annual Meeting of Shareholders and
until their successors are chosen and have qualified. Ten directors will
continue to serve as set forth below, and Mr. Richard S. Rouse, a director of
the Company since April 1997, is not standing for reelection. The persons
named as proxy voters in the accompanying proxy, or their substitutes, will
vote for the nominees for directors, each of whom has been designated as such
by the Board of Directors. If, for any reason not presently known, any of the
nominees is not available for election, another person or other persons who
may be nominated will be voted for at the discretion of the proxy voters.
Directors are elected by the affirmative vote of the holders of a majority of
the shares present, in person or by proxy, and authorized to vote on the
matter.
Brief statements setting forth the age (at April 1, 1998), the principal
occupation, and employment during the past five years, the year in which first
elected a director, and other information concerning each nominee and the
remaining directors appear below:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING OF SHAREHOLDERS (CLASS
I)
RONALD D. BRYANT Director since 1997
[PHOTO OF RONALD D. Age 51
BRYANT APPEARS HERE]
Mr. Bryant is President of Masters, Inc., a
subsidiary of the Company that is primarily engaged
in the new installation of residential plumbing and
heating, ventilation and air conditioning ("HVAC")
systems. Mr. Bryant founded Masters in 1986 and has
been employed by that company since that time.
CHESTER J. JACHIMIEC Director since 1997
[PHOTO OF CHESTER J. Age 43 Member, Acquisitions Committee
JACHIMIEC APPEARS HERE]
Mr. Jachimiec is Executive Vice President-
Acquisitions of the Company, having served in such
capacity with the Company and its predecessor since
October 1996. From February 1994 to October 1996, Mr.
Jachimiec served as the Director of Acquisitions &
Investments for Tenneco Energy, Inc., and from 1990
to 1994, he was an investor in or consultant to
various private ventures engaged in natural gas
gathering, processing and exploration as well as
computer software development. Prior to 1990, Mr.
Jachimiec practiced securities law and public
accounting with several professional firms.
THOMAS B. MCDADE Director since 1997
[PHOTO OF THOMAS B. Age 74 Member, Audit Committee
MCDADE APPEARS HERE]
Mr. McDade is engaged in consulting and managing his
personal investments. From 1957 to 1985, he was
employed by Texas Commerce Bancshares, last serving
in the capacity of Vice Chairman. He currently serves
as a director of Bankers Trust Co. of the Southwest,
TransTexas Gas, TransAmerican Energy and
TransAmerican Refining.
2
<PAGE>
[PHOTO OF JAMES D. JAMES D. WEAVER Director since 1997
WEAVER APPEARS HERE] Age 48 Member, Compensation Committee
Mr. Weaver has been the President of the Gordon and
Mary Cain Foundation, a nonprofit organization, since
1989 and the Director of the Good Samaritan
Foundation, a nonprofit organization, since 1986.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
FOR TERM EXPIRING AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS (CLASS II)
[PHOTO OF DAVID L. DAVID L. HENNINGER Director since 1997
HENNINGER APPEARS Age 53
HERE]
Mr. Henninger is President of Van's Comfortemp Air
Conditioning, Inc., a subsidiary of the Company
providing HVAC services to residential and light
commercial customers. He acquired Van's in 1975 and
has served as its president since that time.
[PHOTO OF JAMES D. JAMES D. JENNINGS Director since 1997
JENNINGS APPEARS HERE] Age 55
Mr. Jennings has been President of Airtron, Inc., a
subsidiary of the Company that designs, installs,
maintains and repairs HVAC systems in new and
existing homes and businesses, since 1985.
DONALD L. LUKE Director since 1997
Age 61
[PHOTO OF DONALD L. Mr. Luke became a Director and President and Chief
LUKE APPEARS HERE] Operating Officer of the Company in August 1997. From
November 1996 to July 1997, he served as Chairman of
Arriva Air International, Inc. a start-up commercial
air cargo business, and a partner in McFarland
Grossman Capital Ventures, L.C., a consolidator of
fastener distribution companies. From September 1996
to August 1997, he served as the Chief Executive
Officer of CTW, Inc., a privately held acquisitions
and management company, and a consultant to Batteries
Batteries, Inc., a consolidator of specialty battery
distribution companies which completed its initial
public offering in April 1996. From 1995 to September
1996, he served as President, Chief Executive Officer
and Director of Batteries Batteries, Inc. From 1991
to 1995, Mr. Luke served as President and Chief
Executive Officer of Miracle Ear New York City.
3
<PAGE>
J. PATRICK MILLINOR, JR. Director since 1997
Age 52 Chairman, Acquisitions Committee
[PHOTO OF J. PATRICK Mr. Millinor is Chief Executive Officer of the
MILLINOR, JR. APPEARS Company and has served in such capacity with the
HERE] Company and its predecessor since October 1996. He
also served as President of the Company and its
predecessor from October 1996 until June 1997. From
September 1994 to October 1996, Mr. Millinor worked
directly for Gordon Cain, a major stockholder in the
Company, assisting in the formation and management of
Agennix Incorporated and Lexicon Genetics, two
biotechnology companies. From March 1993 to September
1994, he served as Chief Executive Officer of
UltrAir, Inc., a start-up passenger airline, and from
October 1992 to March 1993, he served as its Chief
Financial Officer. He currently serves as a director
of Agennix Incorporated and Haelan Health(R)
Corporation.
LUCIAN L. MORRISON Director since 1997
Age 61 Chairman, Audit Committee
Member, Compensation Committee
[PHOTO OF LUCIAN L. Mr. Morrison has been engaged as a trustee and
MORRISON APPEARS HERE] consultant with respect to trust, estate, probate and
qualified plan matters since 1992. Previously, he
served as Chief Fiduciary Officer of Northern Trust
Bank of Texas from 1990 through 1992 and as Chief
Executive Officer of Heritage Trust Company from 1979
until 1990.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
FOR TERM EXPIRING AT THE 2000 ANNUAL MEETING OF SHAREHOLDERS (CLASS III)
ANDREW JEFFREY KELLY Director since 1997
Age 43
[PHOTO OF ANDREW Mr. Kelly is President of K & N Plumbing, Heating and
JEFFREY KELLY Air Conditioning, Inc., a subsidiary of the Company
APPEARS HERE] providing plumbing and HVAC services to residential
new construction markets. He founded K&N in 1978 and
has served as its president since 1987.
TIMOTHY JOHNSTON Director since 1997
Age 42
[PHOTO OF TIMOTHY Mr. Johnston joined Airtron, Inc. in 1988 and has
JOHNSTON APPEARS HERE] served as its Chief Financial Officer since that
time. He is also serving as Airtron's Senior Vice
President (since 1995) and Secretary/Treasurer (since
1991).
4
<PAGE>
JAMES P. NORRIS Director since 1997
Age 59
[PHOTO OF JAMES P. Mr. Norris has been Chairman of the Board of the
NORRIS APPEARS HERE] Company since June 1997. From 1969 to May 1997, he
served as Executive Vice President of Air
Conditioning Contractors of America ("ACCA"), an
industry trade association based in Washington, D.C.
FREDRIC J. SIGMUND Director since 1997
Age 56
[PHOTO OF FREDRIC J. Mr. Sigmund is Chief Executive Officer of MacDonald-
SIGMUND APPEARS HERE] Miller Industries, Inc., a subsidiary of the Company
providing a full range of HVAC services to commercial
and industrial customers. He became an employee of
MacDonald-Miller in 1967 and has been its Chief
Executive Officer since 1986.
JOHN M. SULLIVAN Director since 1997
Age 61 Chairman, Compensation Committee
[PHOTO OF JOHN M. Mr. Sullivan has been Vice President of Beta
SULLIVAN APPEARS HERE] Consulting, Inc., a financial and tax consulting
firm, since 1994. From 1992 through 1994, he was an
International Tax Director for General Motors
Corporation. Prior to 1992, Mr. Sullivan was a tax
partner with Arthur Andersen LLP. He currently serves
as a director of Atlantic Coast Airlines, Inc.
Messrs. Jennings and Johnston were elected to the Company's Board of
Directors pursuant to a provision of the Agreement and Plan of Exchange dated
as of April 30, 1997, between the Company, Airtron, Inc. and certain
shareholders of Airtron, Inc. that permitted the former shareholders of
Airtron, Inc. to designate two representatives to serve as directors of the
Company. This provision terminated at the time of the Company's initial public
offering of its common stock in November 1997 (the "IPO").
Messrs. Bryant, Henninger, Kelly, McDade, Morrison and Sigmund were elected
to the Board of Directors in September 1997 for terms that commenced at the
time of the closing of the IPO. In the case of Messrs. Bryant, Henninger and
Sigmund, their election was also conditioned upon the acquisition by the
Company of Masters, Inc., Van's Comfortemp Air Conditioning, Inc. and
MacDonald-Miller Industries, Inc., respectively, which were wholly or
partially owned by them.
5
<PAGE>
STOCK OWNERSHIP
The following table sets forth, at March 31, 1998, the number of shares of
Common Stock of the Company beneficially owned by (i) each person known to
beneficially own more than 5% of the outstanding shares of Common Stock, (ii)
each of the Company's executive officers and directors and (iii) all executive
officers and directors as a group. Unless otherwise indicated, each person's
address is c/o the Company's principal executive offices at 8 Greenway Plaza,
Suite 1500, Houston, Texas 77046.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED(1)(2)
---------------------
NUMBER PERCENT
--------- -------
<S> <C> <C>
Ronald D. Bryant......................................... 466,806 2.0%
David L. Henninger....................................... 112,202(3) *
Chester J. Jachimiec..................................... 147,401(4) *
James D. Jennings........................................ 738,470(5) 3.2%
Timothy Johnston......................................... 374,713(5) 1.6%
Andrew J. Kelly.......................................... 362,800 1.6%
Donald L. Luke........................................... 1,000 *
Thomas B. McDade......................................... 8,000 *
J. Patrick Millinor, Jr.................................. 239,313(6) 1.0%
Lucian A. Morrison....................................... 5,500 *
James P. Norris.......................................... 500 *
Richard S. Rouse......................................... 126,602 *
Fredric J. Sigmund....................................... 207,588(7) *
John M. Sullivan......................................... 112,050(8) *
James D. Weaver.......................................... 86,500 *
William M. Callahan...................................... 301,137(9) *
Alfred R. Roach.......................................... 301,137(9) *
Randolph W. Bryant....................................... 7,666 *
Thomas E. McAlpin........................................ 73,396 *
Darren B. Miller......................................... 64,002 *
Gordon Cain.............................................. 2,417,950 10.4%
8 Greenway Plaza, Suite 705
Houston, Texas 77046
All executive officers and directors as a group.......... 3,736,783(10) 16.0%
</TABLE>
- --------
* Less than one percent.
(1) Except as otherwise noted, each shareholder, director and executive
officer has sole voting and investment power over the shares beneficially
owned as set forth in this column.
(2) Includes shares that are subject to options granted by the Company
exercisable at March 31, 1998, or within 60 days thereafter, for Messrs.
Millinor, Jachimiec, Rouse, Bryant and Miller to purchase 18,868, 16,801,
14,752, 6,666 and 10,002 shares, respectively.
(3) Includes 55,001 shares held by Mr. Henninger's spouse.
(4) Includes 32,000 shares held by Mr. Jachimiec as trustee of two trusts for
the benefit of his children as to which Mr. Jachimiec disclaims beneficial
ownership.
(5) Includes 281,572 and 329,285 shares beneficially owned by Messrs. Jennings
and Johnston through Airtron, Inc. employee benefit plans.
(6) Includes 200 shares held by Mr. Millinor's children as to which Mr.
Millinor disclaims beneficial ownership.
(7) Includes 33,748 shares beneficially owned by Mr. Sigmund through the
MacDonald-Miller Industries, Inc. Employee Stock Ownership Plan.
(8) Includes 82,050 shares with respect to which Mr. Sullivan has a limited
power of attorney to vote and exercise investment powers until revoked by
the actual owner.
6
<PAGE>
(9) Includes 257,000 shares that each of Messrs. Callahan and Roach has the
right to acquire pursuant to warrants that are presently exercisable.
(10) Includes 67,089 shares that are subject to options that are exercisable
by all executive officers and directors as a group.
COMMITTEES AND MEETING ATTENDANCE
The Board of Directors has established three committees--the Audit
Committee, the Compensation Committee and the Acquisitions Committee. The
membership of these committees is determined from time to time by the Board.
The Audit Committee held no meetings during 1997. The committee has the
responsibility, among other things, for (i) recommending the selection of the
Company's independent public accountants, (ii) reviewing and approving the
scope of the independent public accountants' audit activity and extent of non-
audit services, (iii) reviewing with management and such independent public
accountants the adequacy of the Company's basic accounting system and the
effectiveness of the Company's internal audit plan and activities, (iv)
reviewing with management and the independent public accountants the Company's
financial statements and exercising general oversight of the Company's
financial reporting process, (v) reviewing with the Company litigation and
other legal matters that may affect the Company's financial condition, and
(vi) monitoring compliance with the Company's business ethics and other
policies. The members of the Audit Committee are Messrs. Morrison (Chair),
McDade and Sullivan.
The Compensation Committee acted one time by unanimous written consent
during 1997. The committee has the responsibility, among other things, for (i)
establishing the salary rates of officers and employees of the Company and its
subsidiaries, (ii) examining periodically the compensation structure of the
Company and (iii) supervising the welfare and pension plans and compensation
plans of the Company. The members of the Compensation Committee are Messrs.
Sullivan (Chair), Morrison and Weaver.
The Acquisitions Committee held two meetings during 1997. The committee has
the authority to approve the terms and conditions of acquisitions by the
Company of businesses having less than $40 million of revenues and $20 million
of assets, including the authority to approve the issuance of debt and equity
securities of the Company in connection with such acquisitions, provided that
the consideration paid by the Company for each such business is less than $20
million. The members of the Acquisitions Committee are Messrs. Millinor
(Chair), Jachimiec and Rouse.
During 1997 the Board of Directors held three meetings and acted 10 times by
unanimous written consent. Each director attended at least 75% of the
aggregate of all meetings of the Board of Directors and all meetings of the
committees of the Board on which the director served.
COMPENSATION OF DIRECTORS
In December 1997, the Company granted to each director of the Company who is
not an employee of the Company or any of its subsidiaries an option to
purchase 4,000 shares of Common Stock at a purchase price of $14.00 per share.
Such options will remain in effect for five years after the date of grant and
1,000 shares of each such grant will become exercisable on each anniversary of
the date of grant. If a director ceases to serve in such capacity because of
his death, disability or retirement, the options granted to that director will
become exercisable for a one-year period. Each director also will be
reimbursed for travel expenses incurred for each meeting of the Board or for
each Board Committee meeting attended.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the remuneration paid by the Company to the
Chairman of the Board, the Chief Executive Officer and the President of the
Company and the four other most highly compensated key executive officers of
the Company based on 1997 salaries and bonuses.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
--------------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
James P. Norris................ 1997 $ 87,500 $43,750 84,500 --
Chairman of the Board
J. Patrick Millinor, Jr........ 1997 150,000 87,500 56,500 1,080
Chief Executive Officer
Donald L. Luke................. 1997 62,500 31,250 70,969 --
President and Chief Operating
Officer
Chester J. Jachimiec........... 1997 140,000 73,500 53,300 860
Executive Vice President--
Acquisitions
Richard S. Rouse............... 1997 140,000 73,500 53,300 2,446
Executive Vice President--
Administration and Development
James D. Jennings.............. 1997 108,850 289,047 53,078 4,050
President of Airtron, Inc.
Timothy Johnston............... 1997 99,000 122,000 53,078 1,000
Senior Vice President and
Chief Financial Officer of
Airtron, Inc.
</TABLE>
Messrs. Millinor, Jachimiec and Rouse commenced their employment with the
predecessor of the Company in October 1996; Mr. Norris commenced his
employment with the Company in June 1997; and Mr. Luke commenced his
employment with the Company in August 1997. The compensation of Messrs.
Jennings and Johnston does not include compensation for periods prior to the
acquisition of Airtron, Inc. by the Company.
8
<PAGE>
STOCK OPTION GRANTS IN 1997
The following table sets forth the number of stock options that were granted
during 1997 to the persons named in the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
--------------------------------------------- ----------------
% OF TOTAL
OPTIONS OPTIONS EXERCISE
GRANTED GRANTED TO OR BASE
(NO. OF EMPLOYEES IN PRICE EXPIRATION
NAME SHARES)(1) FISCAL YEAR PER SHARE DATE 5% 10%
---- ---------- ------------ --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
James P. Norris......... 28,000(2) 1.4% $ 3.08 6-01-2007 $54,236 $137,444
56,500 2.7 14.00 11-06-2002 218,539 482,913
J. Patrick Millinor,
Jr..................... 56,500 2.7 14.00 11-06-2002 218,539 482,913
Donald L. Luke.......... 14,469(2) .7 3.08 8-01-2007 28,026 71,024
56,500 2.7 14.00 11-06-2002 218,539 482,913
Chester J. Jachimiec.... 53,300 2.6 14.00 11-06-2002 206,161 455,563
Richard S. Rouse........ 53,300 2.6 14.00 11-06-2002 206,161 455,563
James D. Jennings....... 53,078 2.6 14.00 11-06-2002 205,303 453,665
Timothy Johnston........ 53,078 2.6 14.00 11-06-2002 205,303 453,665
</TABLE>
- --------
(1) Except as otherwise noted, all options were granted on the date of the
Company's initial public offering (November 6, 1997), have a five year
term and become exercisable with respect to 25% of the shares subject to
the option on each anniversary of the date of grant.
(2) Options granted to Messrs. Norris and Luke at the time they commenced
employment with the Company (on June 1, 1998 and August 1, 1998,
respectively). These options have a ten-year term from the date of grant
and become exercisable with respect to 33 1/3% of the shares subject to
the option on each anniversary of the date of grant. Because the Company's
Common Stock was not publicly traded on the date of each grant, this
presentation assumes the exercise price of these options equaled the fair
market value on the date of grant.
(3) The dollar amounts in these columns were calculated on the basis of the
indicated rates of appreciation in the value of the Common Stock,
compounded annually from the fair market value (or assumed fair market
value) on the grant date, from the grant date to the end of the option
term and, therefore, are not intended to forecast possible future
appreciation.
OPTIONS EXERCISED IN 1997 AND
1997 YEAR-END VALUES
The following table presents information as to the value of stock options
held, as of December 31, 1997, by the persons named in the Summary
Compensation Table. No options to acquire shares were exercised during 1997.
<TABLE>
<CAPTION>
TOTAL NO. OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS HELD
DECEMBER 31, 1997 AT DECEMBER 31, 1997(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James P. Norris............. -- 84,500 -- $543,205
J. Patrick Millinor, Jr..... 18,868 94,237 259,057 676,895
Donald L. Luke.............. -- 70,969 -- 357,424
Chester J. Jachimiec........ 16,801 86,902 230,678 611,128
Richard S. Rouse............ 14,752 82,804 202,545 554,863
James D. Jennings........... -- 53,078 -- 149,149
Timothy Johnston............ -- 53,078 -- 149,149
</TABLE>
- --------
(1) The closing price for the Common Stock on the New York Stock Exchange on
December 31, 1997, was $16.81. Value is calculated on the basis of the
difference between the option exercise price and $16.81, multiplied by the
number of shares of Common Stock underlying the options.
9
<PAGE>
GROUP MAINTENANCE AMERICA CORP. COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors is
responsible for overseeing the development and implementation of the executive
compensation philosophy, plans and programs of the Company as described below.
The Committee is composed entirely of non-employee Directors.
Compensation Philosophy
The Company is a new publicly-traded company and has established a
philosophy for compensation of the Company executives and those of its
principal subsidiaries that is intended to appropriately align the interests
of the executives with those of the Company shareholders and be based on
awarding compensation in line with performance.
In implementing this philosophy, the program has been structured to:
. Provide as current compensation a base salary with a variable incentive
award premised on achieving the Company's business objectives for the
year, with primary emphasis on targeted earnings per share.
. Develop and administer stock ownership programs for executives that
provide strong incentives for long-term retention of senior executives.
. Encourage stock ownership at all levels of the organization through stock
option plans.
. As the Company is a newly-formed company, the Committee will carefully
review the effects in operation of the plans implemented to date to
insure that the desired results are achieved, and will recommend to
management any changes deemed desirable as a result of such review.
Annual Cash Compensation Program
BASE SALARIES
As described elsewhere, each of the executive officers named in the Summary
Compensation Table entered into an employment agreement upon initial
employment with the Company providing for a specified base salary and an
annual cash bonus depending on the actual performance of the Company. Upon the
successful completion of the Company's initial public offering in November
1997 the Company paid a special cash bonus to each of its executives based
upon their respective salaries and length of time employed by the Company.
During 1998, further study of the salary structures of comparably-situated
companies will be made to determine what adjustment to salaries, if any, are
appropriate, consistent with the duties and responsibilities of each position.
INCENTIVE BONUS PLANS
The Board of Directors of the Company approved a cash incentive bonus plan
for its headquarters employees in 1998. Individual amounts payable under this
plan are dependent on (1) achieving a targeted earnings-per-share result; (2)
influence of the individual position on ability to achieve overall corporate
objectives; and (3) assessment of individual performance in carrying out the
assigned responsibilities.
The Company has previously implemented a cash bonus program for the key
employees of its subsidiaries under which awards will be determined based upon
the performance of each subsidiary. The size of the bonus pool will be equal
to a defined percentage of the amount by which the subsidiary's after-tax net
operating profit (as defined) less a charge for capital allocated to the
subsidiary exceeds a similar calculation of the previous year's results. A
certain percentage of earned bonuses are carried over to the following year
for retention purposes and to promote long-term goal achievement. Messrs.
Jennings and Johnston participated in the program in 1997. Messrs. Bryant,
Henninger, Kelly and Sigmund will also participate in 1998.
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LONG-TERM INCENTIVES--STOCK AWARDS PLANS
The Company's long-term incentive plans (1997 Stock Awards Plan and 1997
Stock Option Plan) are intended to be a significant portion of the total
compensation package of the Company's senior executives and to provide an
ownership opportunity to employees at all levels of the organization. Pursuant
to this objective, awards were made at the time of the initial public offering
and will continue to be made periodically based on individual performance
evaluations and recommendations of the Chief Executive Officer and/or the
chief executive officer of each subsidiary corporation, as applicable.
1997 CHIEF EXECUTIVE OFFICER COMPENSATION
The base compensation of the Chief Executive Officer for 1997 continued at
the level of $150,000 as established in his initial employment agreement in
1996. While information provided by compensation consultants indicates that
this compensation is below base salaries of chief executive officers of
comparable companies, the Committee believes the Company's management group,
including the Chief Executive Officer, is properly incentivized by the overall
compensation program as described above.
At the successful completion of the Company's initial public offering, the
Chief Executive Officer, as well as other senior officers of the Company,
received cash bonuses and awards under the 1997 Stock Awards Plan. Mr.
Millinor received an $87,500 cash bonus and an option to purchase 56,500
shares of stock. These options are exercisable at $14.00 per share over a
period of five years with 25% of such shares becoming exercisable at each
anniversary of the date of grant.
The Chief Executive Officer's contribution for the period is most clearly
evidenced by the successful completion of the company's initial public
offering several months ahead of schedule. Mr. Millinor demonstrated
outstanding leadership in directing the Company during the period leading to
the initial public offering in November 1997. Implementation of the Company's
business plan required identifying and employing additional members of the
management team needed to successfully manage and coordinate the acquisition
program and working closely with the group in identifying and negotiating the
terms of the acquisitions. In addition, he led the effort required to develop
a plan to effectively coordinate the ongoing operations of the acquired
companies after the initial public offering.
COMPENSATION COMMITTEE
John M. Sullivan, Chairman
Lucian L. Morrison
James D. Weaver
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PERFORMANCE GRAPH
The following graph compares the percentage change in the market value of
the Company's Common Stock to the cumulative total stockholder return (change
in stock price plus reinvested dividends) of the Standard & Poor's 500 Stock
Index ("S&P 500 Index") and a group of three peer issuers (the "Peer Group
Index") for the portion of 1997 that the Company's Common Stock was registered
pursuant to Section 12 of the Securities Act of 1934, as amended (the
"Exchange Act"), assuming the investment of $100 on November 7, 1997, the date
immediately following the date of the IPO, and the reinvestment of all
dividends since that date to December 31, 1997. The three peer issuers are
American Residential Services, Inc., Comfort Systems USA, Inc. and Service
Experts, Inc., each of which is a publicly traded company engaged (either
directly or through subsidiaries) in the same or similar business as the
Company. The Peer Group Index was weighted for market capitalization.
11/07/97 12/01/97 12/31/97
Group Maintenance $100.00 $100.00 $120.09
Peer Group Only $100.00 $102.12 $114.08
S&P 500 $100.00 $104.63 $106.43
The performance of the Company's Common Stock reflected above is not
necessarily indicative of future performance of the Common Stock. The total
return on investment for the period shown for the Company, the S&P 500 Index
and the Peer Group Index is based on the stock price or composite index at
November 7, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
In 1997, Mr. Norris entered into an employment agreement with the Company
which provides for an annual base salary of $150,000 and an annual cash bonus
depending on the actual annual performance of the Company. The agreement
expires on June 1, 2000. In the event of Mr. Norris' death, the agreement will
terminate. In the event of Mr. Norris' disability, the Company will continue
payment of compensation during the first 12 month period of such disability to
the extent not covered by the Company's disability insurance policies. In the
event his employment is terminated, Mr. Norris will receive compensation for
the periods described in the agreement. In addition, Mr. Norris has agreed not
to compete with the Company during the six-month period following his
termination of employment.
In 1996, Mr. Millinor entered into an employment agreement with the Company
which provides for an annual base salary of $150,000 and an annual cash bonus
of up to 100% of Mr. Millinor's annual base salary depending on the actual
annual performance of the Company. The agreement expires on October 24, 1999.
In
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the event of Mr. Millinor's death, the agreement will terminate. In the event
of Mr. Millinor's disability, the Company will continue payment of
compensation during the first 12 month period of such disability to the extent
not covered by the Company's disability insurance policies. In the event his
employment is terminated, Mr. Millinor will receive compensation for the
periods described in the agreement. In addition, Mr. Millinor has agreed not
to compete with the Company during the six-month period following his
termination of employment.
In 1997, Mr. Luke entered into an employment agreement with the Company
which provides for an annual base salary of $150,000 and an annual cash bonus
depending on the actual annual performance of the Company. The agreement
expires on August 1, 2000. In the event of Mr. Luke's death, the agreement
will terminate. In the event of Mr. Luke's disability, the Company will
continue payment of compensation during the first 12 month period of such
disability to the extent not covered by the Company's disability insurance
policies. In the event his employment is terminated, Mr. Luke will receive
compensation for the periods described in the agreement. In addition, Mr. Luke
has agreed not to compete with the Company during the six-month period
following his termination of employment.
In 1996, Mr. Jachimiec entered into an employment agreement with the Company
which provides for an annual base salary of $140,000 and an annual cash bonus
of up to 100% of Mr. Jachimiec's annual base salary depending on the actual
annual performance of the Company. The agreement expires on October 24, 1999.
In the event of Mr. Jachimiec's death, the agreement will terminate. In the
event of Mr. Jachimiec's disability, the Company will continue payment of
compensation during the first 12 month period of such disability to the extent
not covered by the Company's disability insurance policies. In the event his
employment is terminated, Mr. Jachimiec will receive compensation for the
periods described in the agreement. In addition, Mr. Jachimiec has agreed not
to compete with the Company during the six-month period following his
termination of employment.
In 1996, Mr. Rouse entered into an employment agreement with the Company
which provides for an annual base salary of $140,000 and an annual cash bonus
of up to 100% of Mr. Rouse's annual base salary depending on the actual annual
performance of the Company. The agreement expires on October 24, 1999. In the
event of Mr. Rouse's death, the agreement will terminate. In the event of Mr.
Rouse's disability, the Company will continue payment of compensation during
the first 12 month period of such disability to the extent not covered by the
Company's disability insurance policies. In the event his employment is
terminated, Mr. Rouse will receive compensation for the periods described in
the agreement. In addition, Mr. Rouse has agreed not to compete with the
Company during the six-month period following his termination of employment.
In 1997, Mr. Jennings entered into an employment agreement with Airtron
which provides for an annual base salary of $150,000. Mr. Jennings also
participates in the Airtron incentive bonus plan (which provides him an award
equal to 3.55% of Airtron's EBITDA before corporate bonus not to exceed
$366,000 annually). The agreement expires on April 30, 2000. In the event of
Mr. Jennings' death, the agreement will terminate. In the event of Mr.
Jennings' disability, Airtron will continue payment of compensation during the
first six month period of such disability to the extent not covered by
Airtron's disability insurance policies. In the event his employment is
terminated, Mr. Jennings will receive compensation for the periods described
in the agreement. In addition, Mr. Jennings has agreed not to compete with
Airtron until the later to occur of (i) April 30, 2002 or (ii) one year
following his termination of employment.
In 1997, Mr. Johnston entered into an employment agreement with Airtron
which provides for an annual base salary of $150,000. Mr. Johnston also
participates in the Airtron incentive bonus plan (which provides him an award
equal to 1.50% of Airtron's EBITDA before corporate bonus, not to exceed
$154,000 annually). The agreement expires on April 30, 2000. In the event of
Mr. Johnston's death, the agreement will terminate. In the event of Mr.
Johnston's disability, Airtron will continue payment of compensation during
the first six month period of such disability to the extent not covered by
Airtron's disability insurance policies. In the event his employment is
terminated, Mr. Johnston will receive compensation for the periods described
in the agreement. In addition, Mr. Johnston has agreed not to compete with
Airtron until the later to occur of (i) April 30, 2002 or (ii) one year
following his termination of employment.
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Each of the foregoing employment agreements (other than the employment
agreements of Messrs. Jennings and Johnston) grants the executive certain
rights in the event of a change in control of the Company. Under the terms of
each agreement, the Company must pay the executive an amount equal to twelve
months compensation at the executive's current salary and provide benefits to
the executive for twelve months if the Company terminates the executive's
employment without "cause." In addition, if an executive's employment
terminates within six months after a sale of all or substantially all of the
assets of the Company or a merger, consolidation, liquidation or
reorganization of the Company, the Company shall pay the executive an amount
equal to three times the executive's severance benefits otherwise available
under the employment agreement.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Airtron leases its headquarters offices in Dayton, Ohio and its operating
facilities in Cincinnati and Cleveland, Ohio, Indianapolis, Indiana,
Clearwater, Florida, Dallas, Houston and San Antonio, Texas and Wichita,
Kansas from entities controlled by certain former shareholders of Airtron,
including Messrs. Jennings and Johnston. None of these leases expire prior to
2008. The aggregate annual base rent to be paid under these leases is
approximately $735,000 with annual increases based on the consumer price
index. The Company believes that the terms of such leases are no less
favorable to the Company than could have been negotiated by the Company with
unaffiliated third parties.
In the Company's acquisition of Airtron, Mr. Jennings received $3,729,653,
together with 933,911 shares of Common Stock and 2,711,344 shares of Series A
Preferred Stock and Mr. Johnston received $1,393,474, together with 374,713
shares of Common Stock and 1,057,473 shares of Series A Preferred Stock. All
of such shares of preferred stock were redeemed at a redemption price of $1.00
per share. Additionally, Messrs. Jennings and Johnston have the right to
receive payments from the Company equal to the tax benefits received by the
Company with respect to payments of deferred compensation to them. The Company
estimates these payments will be $3.2 million and $1.4 million, respectively.
In the Company's acquisition of K&N, Andrew Jeffrey Kelly received
$1,568,000, together with 362,800 shares of Common Stock and 1,568,000 shares
of Series D Preferred Stock. All of such shares of preferred stock were
redeemed at a redemption price of $1.00 per share. Mr. Kelly may receive
contingent consideration based on the operating results of K&N for the 15
month period ended June 30, 1998. The Company estimates that such payments
will be approximately $600,000. K&N entered into a new five year renewable
lease with Sigma Management, a company owned by Mr. Kelly, to replace the
existing lease for the Company's Arlington, Texas facility. The annual base
rent to be paid under this lease is approximately $94,800. The Company
believes that the terms of such lease are no less favorable to the Company
than could have been negotiated by the Company with unaffiliated third
parties.
In the Company's acquisition of MacDonald-Miller, Fredric J. Sigmund
received approximately $1,937,000 and 207,588 shares of Common Stock. Mr.
Sigmund may receive a portion of the contingent consideration payable to the
former shareholders of MacDonald-Miller based on the operating results of
MacDonald-Miller for the 12 month period ended December 31, 1997. The Company
estimates that such payments will be approximately $764,000. MacDonald-Miller
has entered into a new ten year renewable lease with F&V Investments, a
company owned by Mr. Sigmund, to replace the existing lease for MacDonald-
Miller's Seattle, Washington facility. The annual base rent to be paid under
this lease is approximately $475,000. The Company believes that the terms of
such lease are no less favorable to the Company than could have been
negotiated by the Company with unaffiliated third parties.
In the Company's acquisition of Masters, Ronald D. Bryant received
approximately $5,325,000 and 466,806 shares of Common Stock. Additionally,
Masters entered into a new six year renewable lease with Mr. Bryant to replace
the existing lease for Masters' Gaithersburg, Maryland facility. The annual
base rent to be paid under this lease is approximately $242,000, with annual
increases of 4%. The Company believes that the terms of such lease are no less
favorable to the Company than could have been negotiated by the Company with
unaffiliated third parties.
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In the Company's acquisition of Van's, David L. Henninger received, together
with his spouse, approximately $1,497,000 and 112,202 shares of Common Stock.
Additionally, Van's entered into a new five-year renewable lease with Mr.
Henninger to replace the existing lease for Van's Delray Beach, Florida
facility. The initial annual base rent to be paid under this lease is
approximately $90,000 with annual increases of 3%. The Company believes that
the terms of such lease are no less favorable to the Company than could have
been negotiated by the Company with unaffiliated third parties. Finally, Mr.
Henninger owed approximately $80,000 to Van's at the time it was acquired by
the Company. This indebtedness was satisfied in December 1997 by an offset to
a purchase price adjustment owed by the Company to Mr. Henninger.
In 1997, Mr. Sullivan, a director of the Company, exercised options to
purchase 10,000 shares at a price of $3.08 per share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, among others, to file reports of ownership and changes in
ownership of the Company's Common Stock with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of these reports must also
be furnished to the Company. Based solely upon a review of the copies of the
forms filed under Section 16(a) and furnished to the Company, or written
representations from reporting persons, the Company believes that all filing
requirements applicable to its executive officers, directors and holders of
more than 10% of the Company's outstanding common stock were complied with
during 1997, except that Richard M. Siefring inadvertently failed to disclose
in his report on Form 4 for November 1997 the grant to him in that month of an
option to purchase shares of the Company's Common Stock. Disclosure of such
grant was required because he was a holder of more than 10% of the Company's
common stock at the time of grant, although after the Company's initial public
offering he owned less than 10% of such stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, Messrs. Morrison, Sullivan and Weaver (none of whom was or had
been an officer or employee of the Company or any of its subsidiaries) served
on the Company's Compensation Committee. There were no interlocks or insider
participation with other companies with the meaning of the proxy rules of the
Securities and Exchange Commission during 1997.
ITEM 2
APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL
Financial statements of the Company and its consolidated subsidiaries are
included in the Company's annual report furnished to all shareholders. Upon
recommendation of the Audit Committee of the Board of Directors, the Board of
Directors has appointed KPMG Peat Marwick LLP as independent public
accountants for the Company to examine its consolidated financial statements
for the year ended December 31, 1998 and has determined that it would be
desirable to request that the shareholders approve such appointment. If the
shareholders should not approve such appointment, the Audit Committee and the
Board would reconsider the appointment. KPMG Peat Marwick LLP also acted as
the Company's principal accountants for the fiscal year ended December 31,
1997. Representatives of KPMG Peat Marwick LLP are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if they
desire to do so and are also expected to be available to respond to
appropriate questions.
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OTHER MATTERS
The Board of Directors is not aware of any other matters that may properly
come before the Annual Meeting. However, should any such matter come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote all proxies (unless otherwise directed by shareholders)
in accordance with their judgment on such matters.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal to be presented by a shareholder at the Company's 1999 Annual
Meeting of Shareholders must be received by the Company by December 10, 1998,
so that it may be considered by the Company for inclusion in its proxy
statement and form of proxy relating to that meeting.
RANDOLPH W. BRYANT
Senior Vice President, General Counsel
and Secretary
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT
SHOULD BE DIRECTED TO RANDOLPH W. BRYANT, SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY, GROUP MAINTENANCE AMERICA CORP., 8 GREENWAY PLAZA,
SUITE 1500, HOUSTON, TEXAS 77046.
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GROUP MAINTENANCE AMERICA CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GROUP MAINTENANCE AMERICA CORP.
The undersigned hereby appoints J. Patrick Millinor, Jr. and Randolph W.
Bryant, and each of them, proxies for the undersigned, with full power of
substitution, to vote all shares of Group Maintenance America Corp. Common Stock
which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders of Group Maintenance America Corp. to be held on Wednesday, May 13,
1998, or at any adjournment thereof, upon the matters set forth on the reverse
side and described in the accompanying Proxy Statement and upon such other
business as may properly come before the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED.
PLEASE MARK THIS PROXY AS INDICATED ON THE REVERSE SIDE TO VOTE ON ANY ITEM. IF
YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, NO
BOXES NEED TO BE CHECKED. REGARDLESS OF HOW YOU VOTE, THE PROXY MUST BE SIGNED
TO BE VALID. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON.
(Continued on reverse side)
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FOLD AND DETACH HERE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 Please Mark [X]
your votes as
indicated in
this example
<TABLE>
<CAPTION>
<S>
1. Election of the following nominees for director: Ronald D. Bryant, Chester J. Jachimiec, Thomas B. McDade, James D. Weaver
<S> <C> <C>
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write that
(Except as marked AUTHORITY nominee's name in the space below.)
to the contrary) (For all nominees
listed) _________________________________________________________________________________
[_] [_]
2. Approval of KPMG Peat Marwick L.L.P. 3. In the discretion of the proxies named The signer hereby revokes all proxies
as independent public accountants herein, the proxies are authorized to heretofore given by the signer to vote
vote upon other matters as may properly at said meeting or any adjournments
FOR AGAINST ABSTAIN come before the meeting. thereof.
[_] [_] [_]
Please sign exactly as your name appears
on this Proxy. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian,
_______ please give full title as such.
|
| ________________________________________
________________________________________
SIGNATURE(S) DATE
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FOLD AND DETACH HERE
</TABLE>
