<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Midas, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Midas, Inc.
1300 Arlington Heights Road, Itasca, Illinois 60143
March 30, 2000
Dear Shareholder:
It is our pleasure to invite you to attend the Annual Meeting of
Shareholders of Midas, Inc. to be held on Thursday, May 11, 2000, at 11:00
a.m., local time, in the O'Hare Hilton Hotel, O'Hare International Airport,
Chicago, Illinois.
At the annual meeting, we will ask you to consider and vote upon the
election of two directors and a proposal to ratify the appointment of KPMG LLP
as the independent auditors of Midas. We will also discuss Midas' performance
and respond to your questions.
The formal notice of annual meeting and the proxy statement follow. Your
vote is important, regardless of the size of your holdings. Even if you plan
to attend the annual meeting, you may vote your shares via a toll-free
telephone number or via the internet or you may complete, sign and date our
enclosed proxy card and return it in the enclosed postage-paid envelope.
Instructions regarding all three methods of voting are contained on the proxy
card. If you attend the annual meeting and prefer to vote in person, you may
do so.
We look forward to seeing you at the annual meeting.
Sincerely,
/s/ Wendel H. Province
Wendel H. Province
Chairman and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSOF MIDAS, INC.
Date:Thursday, May 11, 2000
Time:11:00 a.m., local time
Place:O'Hare Hilton Hotel
O'Hare International Airport
Chicago, Illinois 60666
Purposes:
. To elect two directors to terms of office expiring at the 2003 Annual
Meeting of Shareholders;
. To consider a proposal to ratify the appointment of KPMG LLP as the
independent auditors of Midas for the fiscal year ending December 30,
2000; and
. To conduct other business if properly raised.
Record Date: The close of business on March 23, 2000.
The matters to be acted upon at the annual meeting are described in the
accompanying proxy statement.
By Order of the Board of Directors
Robert H. Sorensen
Corporate Secretary
Chicago, Illinois
March 30, 2000
NOTE:
In order to assure the presence of a quorum at the annual meeting,
please vote your shares via a toll-free telephone number or via the
internet or complete, sign and date the enclosed proxy card and return
it promptly in the enclosed postage-paid envelope, even if you plan to
attend the annual meeting. By promptly voting, you will reduce the
expenses of this proxy solicitation. You may revoke your proxy at any
time before it is voted.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
MIDAS, INC.................................................................. 1
THE ANNUAL MEETING.......................................................... 1
Attending the Annual Meeting.............................................. 1
This Proxy Statement...................................................... 1
Street Name Holders and Record Holders.................................... 1
Matters to be Considered.................................................. 1
How Record Holders Vote................................................... 2
Employees Who are Shareholders............................................ 2
Quorum Requirement........................................................ 2
Non-Votes................................................................. 2
The Vote Necessary for Action to be Taken................................. 3
Revocation of Proxies..................................................... 3
Other Matters............................................................. 3
PROPOSAL 1: ELECTION OF DIRECTORS........................................... 4
Meetings and Committees of the Board...................................... 6
Compensation of Directors................................................. 6
PROPOSAL 2: APPOINTMENT OF INDEPENDENT AUDITORS............................. 7
BENEFICIAL OWNERSHIP OF COMMON STOCK........................................ 7
Section 16(a) Beneficial Ownership Reporting Compliance................... 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION................................ 8
Summary Compensation Table................................................ 8
Option Grants in Fiscal 1999.............................................. 9
Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values......... 10
Pension Plans............................................................. 10
Termination Benefits...................................................... 11
Report on Executive Compensation.......................................... 11
Performance Graph......................................................... 14
INDEBTEDNESS OF MANAGEMENT.................................................. 14
SHAREHOLDER PROPOSALS....................................................... 15
GENERAL..................................................................... 15
</TABLE>
<PAGE>
MIDAS, INC.
Our principal executive office is located at 1300 Arlington Heights Road,
Itasca, Illinois 60143. Our telephone number is (630) 438-3000. Our website is
located at www.midas.com on the internet.
THE ANNUAL MEETING
Attending the Annual Meeting
Our annual meeting will be held on Thursday, May 11, 2000 at 11:00 a.m.,
local time, in the O'Hare Hilton Hotel, O'Hare International Airport, Chicago,
Illinois. If you plan to attend the annual meeting, please check the box on
our proxy card.
This Proxy Statement
We sent you our proxy materials because our Board of Directors is
soliciting your proxy to vote your shares of common stock at the annual
meeting. If you own common stock in more than one account, such as
individually and through one or more brokers, you may receive more than one
set of proxy materials. In order to vote all of your shares by proxy, you
should vote the shares in each different account as described below under
"Street Name Holders and Record Holders" and "How Record Holders Vote."
On March 30, 2000, we began mailing these proxy materials to all
shareholders of record at the close of business on March 23, 2000. On the
record date, there were approximately 15,662,728 shares of common stock
outstanding and entitled to vote. Each share of common stock is entitled to
one vote on each matter submitted to shareholders at the annual meeting.
Street Name Holders and Record Holders
If you own shares through a broker, the registered holder of those shares
is the broker or its nominee. Such shares are often referred to as held in
"street name" and you, as the beneficial owner of those shares, do not appear
in Midas' stock register. For street name shares, there is a two-step process
for distributing our proxy materials and tabulating votes. Brokers inform
Midas how many of their clients own common stock in street name and the broker
forwards our proxy materials to those beneficial owners. If you receive our
proxy materials from your broker, you should vote your shares by following the
procedures specified by your broker. Shortly before the annual meeting, your
broker will tabulate the votes it has received and submit a proxy card to us
reflecting the aggregate votes of the street name holders. If you plan to
attend the annual meeting and vote your street name shares in person, you
should contact your broker to obtain a broker's proxy card and bring it to the
annual meeting.
If you are the registered holder of shares, you are the record holder of
those shares and you should vote your shares as described below under "How
Record Holders Vote."
Matters to be Considered
At the annual meeting, shareholders will:
. Elect two directors to terms of office expiring at the 2003 annual
meeting of shareholders;
. Consider a proposal to ratify the appointment of KPMG LLP as the
independent auditors of Midas for the fiscal year ending December 30,
2000; and
. Transact any other business if properly raised.
<PAGE>
How Record Holders Vote
You can vote in person at the annual meeting or by proxy. We recommend that
you vote by proxy even if you plan to attend the annual meeting. You can
always attend the annual meeting and revoke your proxy by voting in person.
There are three ways to vote by proxy:
. By telephone--You can vote by touch tone telephone by calling toll-free
1-877-PRX-VOTE (1-877-779-8683), 24 hours a day, 7 days a week, and
following the instructions on our proxy card;
. By internet--You can vote by internet by going to the website
http://www.EPROXYVOTE.com/mds and following the instructions on our proxy
card; or
. By mail--You can vote by mail by completing, signing, dating and mailing
our enclosed proxy card.
By giving us your proxy, you are authorizing the individuals named on our
proxy card (the proxies) to vote your shares in the manner you indicate. You
may (i) vote for the election of both of our director nominees, (ii) withhold
authority to vote for both of our director nominees or (iii) vote for the
election of one of our director nominees and withhold authority to vote for
our other nominee by so indicating on the proxy card. You may vote "FOR" or
"AGAINST" or "ABSTAIN" from voting on the proposal to ratify the appointment
of KPMG LLP as the independent auditors of Midas.
If you sign and return our proxy card without indicating your instructions,
your shares will be voted FOR:
. The election of our two director nominees; and
. Ratification of the appointment of KPMG LLP as the independent auditors
of Midas.
If your shares are held in street name and you plan to attend the annual
meeting and vote your shares in person, you should contact your broker to
obtain a broker's proxy card and bring it to the annual meeting.
Employees Who are Shareholders
If you are one of our many employees who participates in the Midas common
stock fund under Midas' Retirement Savings Plan (the "Savings Plan"), you will
receive from the Savings Plan trustee a request for voting instructions with
respect to all of the shares allocated to your Savings Plan account. You are
entitled to direct the Savings Plan trustee how to vote your Savings Plan
shares. If you do not give voting instructions to the Savings Plan trustee
within the time specified by the Savings Plan trustee, your Savings Plan
shares will be voted by the Savings Plan trustee in the same proportion as
shares held by the Savings Plan trustee for which voting instructions have
been received.
Quorum Requirement
A quorum is necessary to hold a valid meeting of shareholders. If
shareholders entitled to cast at least a majority of the shares entitled to
vote at the annual meeting are present in person or by proxy, a quorum will
exist. Shares owned by Midas are not voted and do not count for quorum
purposes. In order to assure the presence of a quorum at the annual meeting,
please vote your shares via the toll-free telephone number or via the internet
or complete, sign and date our proxy card and return it promptly in the
enclosed postage-paid envelope, even if you plan to attend the annual meeting.
Abstentions are counted as present, and non-votes may be counted as present,
to establish a quorum.
Non-Votes
Non-votes occur when shares are specifically indicated as not being voted
as to a particular proposal. If you are the registered holder of shares, your
shares that you specifically indicate you are not voting as to one or more
proposals will not be counted as present at the annual meeting as to those
proposals, but will be considered present at the annual meeting as to any
proposal on which you vote and, in that case, will count towards the presence
of a quorum. If a quorum is present, your unvoted shares as to the election of
directors or another proposal will not affect the outcome of the election of
directors or whether that proposal is approved or rejected.
2
<PAGE>
If you own shares through a broker and do not vote, your broker, as the
registered holder of your shares, may represent your shares at the annual
meeting for the purpose of obtaining a quorum. However, if you do not instruct
your broker how to vote, your broker may vote your shares on most proposals,
but may specify that the broker is not voting your shares on certain other
proposals. These unvoted shares are called "broker non-votes." If a quorum is
present, broker non-votes as to a proposal will not affect whether that
proposal is approved or rejected.
The Vote Necessary for Action to be Taken
If a quorum is present at the annual meeting, the two persons receiving the
greatest number of votes will be elected to serve as directors. As a result,
withholding authority to vote for a director nominee and non-votes with
respect to the election of directors will not affect the outcome of the
election of directors.
If a quorum is present, ratification of the appointment of KPMG LLP as the
independent auditors of Midas requires the affirmative vote of a majority of
the shares of common stock present in person or represented by proxy at the
annual meeting and entitled to vote on the proposal. Accordingly, abstentions
with respect to the proposal will be treated as votes against that proposal.
Non-votes with respect to the proposal will not affect whether that proposal
is approved or rejected.
Revocation of Proxies
If you are a registered holder of common stock, you may revoke your proxy
by giving written revocation to Midas' Corporate Secretary at any time before
your proxy is voted, by executing a later-dated proxy card which is voted at
the annual meeting or by attending the annual meeting and voting your shares
in person or through telephone or internet voting. If your shares are held by
a broker, you must contact your broker to revoke your proxy.
Other Matters
The Board does not know of any other matter that will be presented at the
annual meeting other than the proposals discussed in this proxy statement.
Under our By-laws, generally no business besides the proposals discussed in
this proxy statement may be transacted at the annual meeting. However, if any
other matter properly comes before the annual meeting, your proxies will act
on such matter in their discretion.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is comprised of six members divided into three
classes, with one class of directors elected each year for a three-year term.
Five of our six directors are not Midas employees. Only independent directors
serve on the Audit and Finance Committee and the Compensation Committee.
The terms of Herbert M. Baum and Jarobin Gilbert, Jr. expire at the 2000
annual meeting. Messrs. Baum and Gilbert are now directors of Midas. If either
nominee fails to stand for election, the proxies named in our proxy card
currently intend to vote for a substitute nominee designated by the Board.
Alternatively, the Board may reduce the number of directors to be elected at
the annual meeting.
The following sets forth information as to each nominee for election at the
annual meeting and each director continuing in office.
Nominees for election at the annual meeting to terms expiring in 2003:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
<S> <C> <C> <C>
Herbert M. Baum......... 1998 63 Mr. Baum is President and Chief Operating Officer of
Hasbro, Inc. Hasbro designs, manufactures and markets
toys, games, interactive software, puzzles and pre-school
products. Prior to joining Hasbro in January 1999, Mr.
Baum was Chairman and Chief Executive Officer of Quaker
State Corporation, a distributor and retailer of
automotive lubricants, from 1993 to 1999. He was employed
by Campbell Soup Company from 1978 to 1993, where he
served in various positions, including Executive Vice
President and President, Campbell North/South America.
Mr. Baum also serves as a director of Dial Corporation,
Fleming Companies, Inc., Hasbro Inc., Meredith
Corporation and Whitman Corporation. He is past chairman
of the Association of National Advertisers, as well as a
member of the Board of Directors of the American
Marketing Association. Mr. Baum earned his BA degree in
Business Administration from Drake University in 1958.
Jarobin Gilbert, Jr..... 1998 54 Mr. Gilbert is President and Chief Executive Officer of
DBSS Group, Inc., a management, planning and
international trade advisory firm. He is a director of
Whitman Corporation and Venator Group, Inc. He also
serves on the Board of Directors of the American Council
on Germany and the Valley Agency for Youth. He is a
permanent member of the Council on Foreign Relations.
</TABLE>
The Board of Directors recommends a vote FOR each of our nominees for
director.
4
<PAGE>
Directors whose present terms continue until 2001:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
<S> <C> <C> <C>
Archie R. Dykes......... 1998 69 Dr. Dykes is Chairman of Capital City Holdings, Inc.,
Nashville, Tennessee, a venture capital organization. Dr.
Dykes served as Chairman and Chief Executive Officer of
the Security Benefit Group of Companies from 1980 through
1987. He served as Chancellor of the University of Kansas
from 1973 to 1980. Before that he was Chancellor of the
University of Tennessee. Dr. Dykes is a director of
Fleming Companies, Inc., Hussmann International, Inc.,
Whitman Corporation and the Employment Corporation. He is
also a member of the Board of Trustees of the Kansas
University Endowment Association and the William Allen
White Foundation. He formerly served as Vice Chairman of
the Commission on the Operation of the United States
Senate and as a member of the Executive Committee of the
Association of American Universities.
Wendel H. Province...... 1998 52 Mr. Province has served as Chairman and Chief Executive
Officer of Midas since January 1998. He joined The Pep
Boys--Manny, Moe & Jack in 1989 as Senior Vice President
of Merchandising, eventually becoming Executive Vice
President and Chief Operating Officer of Pep Boys. Mr.
Province's entire career has been in the automotive
service industry, having previously served as Senior Vice
President of Whitlock and Vice President of Autozone.
</TABLE>
Directors whose present terms continue until 2002:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
<S> <C> <C> <C>
Thomas L. Bindley....... 1998 56 Mr. Bindley is President of Bindley Capital Corporation,
a private investment and consulting firm, which he
founded in 1998. From 1992 to 1998, Mr. Bindley served as
Executive Vice President and Chief Financial Officer of
Whitman Corporation, a producer and distributor of Pepsi-
Cola brand products and a variety of other non-alcoholic
beverages. Prior to joining Whitman, Mr. Bindley served
in a similar capacity with Square D Company from 1986 to
1991. During the previous eight years, he held several
executive positions with McGraw Edison Company, including
Senior Vice President--Finance and Vice President and
Treasurer. Mr. Bindley is a Director of the Lincoln
National Income Fund, Inc., the Lincoln National
Convertible Securities Fund, Inc., and Strategic
Equipment and Supply Corp. He also serves as a Director
of Junior Achievement of Chicago and as a member of the
Board of Advisors of the McDonough School of Business at
Georgetown University. Mr. Bindley received his
undergraduate degree from Georgetown University in 1965
and an MBA degree from the Harvard Business School in
1969.
Robert R. Schoeberl..... 1998 64 Mr. Schoeberl retired in 1994 as Executive Vice President
and Member of the Executive Committee of Montgomery Ward,
a mass retailer of consumer products. He was Senior Vice
President of Sales and Marketing at GNB Automotive
Batteries from 1982-1985. Mr. Schoeberl also serves as a
Director of Tire & Battery Corporation and Lund
Industries. He is a member of the Board of Trustees at
Mount Mercy College and the Automotive Foundation.
</TABLE>
5
<PAGE>
Meetings and Committees of the Board
The Board is responsible for the management of Midas. The Board meets on a
regular basis to review Midas' operations, strategic and business plans,
acquisitions and dispositions, and other significant developments affecting
Midas, and to act on matters requiring approval of the Board. The Board also
holds special meetings when important matters require Board action between
scheduled meetings. Members of senior management are regularly invited to
Board meetings to discuss the progress of and future plans relating to their
areas of responsibility.
The Board met four times in 1999. All directors attended at least 75% of
the meetings of the Board and the Committees on which that director served.
To facilitate independent director review, and to make the most effective
use of the directors' time and capabilities, the Board has established an
Executive Committee, Audit and Finance Committee and Compensation Committee.
None of the members of the Audit and Finance Committee or Compensation
Committee is, or has been, an employee of Midas. The following table sets
forth the membership of each committee.
<TABLE>
<CAPTION>
Audit and
Executive Finance Compensation
Name Committee Committee Committee
---- --------- --------- ------------
<S> <C> <C> <C>
Herbert M. Baum. X
Thomas L.
Bindley........ X X
Archie R. Dykes. X*
Jarobin Gilbert,
Jr............. X* X
Wendel H.
Province....... X*
Robert R.
Schoeberl...... X X
</TABLE>
--------
*Chairperson
The Executive Committee acts, except as limited by applicable law, in lieu
of the full Board and between meetings of the Board. The Committee met one
time in 1999.
The Audit and Finance Committee reviews the audit report of Midas as
prepared by its independent auditors, recommends the selection of independent
auditors each year and reviews audit and any non-audit fees paid to the
independent auditors of Midas. The Committee reviews Midas' internal audit
reports and reports its findings and recommendations to the Board for
appropriate action. The Committee also supervises the financial affairs of
Midas. The Committee met four times in 1999.
The Compensation Committee is responsible for supervising the compensation
policies of Midas, administering employee incentive plans, reviewing officers'
salaries, approving significant changes in salaried employee benefits and
recommending to the Board such other forms of remuneration as it deems
appropriate. The Committee met one time in 1999.
The Board of Directors is responsible for considering nominations of
prospective Board members. The Board will consider nominees recommended by
other directors, shareholders and management who present for evaluation by the
Board appropriate data with respect to the suggested candidate, provided that
nominations by shareholders must be made in accordance with the By-Laws. See
"Shareholder Proposals."
Compensation of Directors
Directors who are not employees of Midas receive an annual retainer of
$20,000, plus $1,000 for each meeting of the Board and $1,000 for each Board
Committee meeting attended. The Chairperson of each Board Committee is paid an
additional $3,000 annual retainer. In 1999, each of these directors was
granted two ten-year options to purchase 1,000 shares of common stock with
exercise prices equal to the fair market value of the common stock on the
dates of grant. Each option becomes exercisable in equal annual installments
on each of the first five anniversaries of the dates of grant. In the event of
a Change in Control as defined in Midas' Stock Incentive Plan, each option
becomes fully exercisable or in certain cases will be cashed out by Midas.
6
<PAGE>
PROPOSAL 2
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP, independent public
accountants, as the independent auditors of Midas for the fiscal year ending
December 30, 2000. KPMG LLP has been the independent auditors of Midas for
more than 20 years. We expect that a representative of KPMG LLP will attend
the annual meeting and will have an opportunity to make a statement and
respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the
appointment of KPMG LLP as the independent auditors of Midas for the fiscal
year ending December 30, 2000.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of the common stock
on January 1, 2000 by each director of Midas, by each executive officer who is
named in the summary compensation table and by all directors and executive
officers of Midas as a group. The table also sets forth the beneficial
ownership of the common stock on December 31, 1999 by each person known by
Midas to be the beneficial owner of more than 5% of the common stock. Each of
the following persons has sole voting and investment power with respect to the
shares of common stock shown unless otherwise indicated.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership(a) of Class
---- ----------------------- --------
<S> <C> <C>
Herbert M. Baum....................... 1,686 *
Thomas L. Bindley..................... 10,248 *
Archie R. Dykes....................... 2,774 *
Jarobin Gilbert, Jr................... 471 *
Wendel H. Province.................... 296,692 1.9%
Robert R. Schoeberl................... 333 *
R. Lee Barclay........................ 128,427 *
James D. Hamrick...................... 39,070 *
Ronald J. McEvoy...................... 60,848 *
John A. Warzecha...................... 74,404 *
All Directors and Executive Officers
as a Group (15 persons).............. 796,633(b) 5.1%
Southeastern Asset Management, Inc.
6410 Poplar Avenue
Suite #900
Memphis, TN 38119.................... 1,919,795(c) 12.3%
FMR Corp.
82 Devonshire St.
Boston, MA 02109..................... 1,760,100(d) 11.3%
</TABLE>
--------
* Less than 1%.
(a) Includes shares which the named director or executive officer has the
right to acquire prior to March 1, 2000 through the exercise of stock
options as follows: Mr. Baum, 333 shares; Mr. Bindley, 333 shares; Dr.
Dykes, 333 shares; Mr. Gilbert, 333 shares; Mr. Shoeberl, 333 shares; Mr.
Province, 178,666 shares; Mr. Barclay, 78,683 shares; Mr. McEvoy, 25,000
shares; Mr. Hamrick, 20,666 shares; and Mr. Warzecha, 45,692 shares.
(b) The number of shares shown as beneficially owned include 450,538 shares
which the directors and executive officers have the right to acquire prior
to March 1, 2000 through the exercise of stock options, 4,418 shares
subject to possible forfeiture under outstanding restricted stock awards,
and 25,976 shares representing the vested beneficial interest of such
persons under Midas' Retirement Savings Plan.
7
<PAGE>
(c) Based upon Amendment No. 2 to Schedule 13G furnished to Midas,
Southeastern Asset Management, Inc., an investment adviser registered
under the Investment Advisers Act of 1940 ("Southeastern"), (i) shares
voting power as to all reported shares except that it has sole voting
power as to 152,195 shares and (ii) shares dispositive power as to all
reported shares except that it has sole dispositive power as to 152,195
shares. The Amendment No. 2 to Schedule 13G was furnished jointly by
Southeastern, Longleaf Partners Small-Cap Fund, an investment company
registered under the Investment Company Act, and Mr. O. Mason Hawkins,
Chairman of the Board and CEO of Southeastern.
(d) Based upon Amendment No. 1 to Schedule 13G furnished to Midas, FMR Corp.,
a parent holding company, has sole dispositive power as to all reported
shares and does not have any voting power as to reported shares. Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR Corp. and an investment adviser registered under the Investment
Advisers Act of 1940, is the beneficial owner of all reported shares as a
result of acting as an investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940. The
ownership of one such investment company, Fidelity Contrafund, amounted to
1,426,800 shares, or 9.1% of the common stock outstanding.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of Midas and persons who own more than ten percent of the
common stock to file with the Securities and Exchange Commission ("SEC")
initial reports of beneficial ownership and reports of changes in ownership of
common stock. Such directors, officers and ten percent shareholders are
required to furnish to Midas copies of all Section 16(a) reports that they
file.
To Midas' knowledge, based solely on a review of the copies of such reports
furnished to Midas and written representations that no other reports were
required during the fiscal year ended January 1, 2000, its directors,
executive officers and ten percent shareholders complied with all applicable
Section 16(a) filing requirements.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows annual and long-term compensation for Midas'
Chief Executive Officer and the four other most highly compensated executive
officers of Midas serving at the end of fiscal 1999. On January 30, 1998,
Midas was spun-off (the "Distribution") from Whitman Corporation ("Whitman")
and became an independent, publicly held company. References to restricted
stock and stock options for 1997 relate to awards under Whitman's Stock
Incentive Plan.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards(a)
---------------------------- ---------------------
Other Annual Restricted Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Stock Awards SARs Compensation
Position Year ($) ($) ($) ($)(b) (#) ($)(c)
------------------ ------ ------- ------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wendel H. Province 1999 550,000 0 273,001(d) -- 60,000 78,600
Chairman and CEO 1998 500,000 800,000 264,374 -- 423,636 26,250
R. Lee Barclay 1999 259,000 0 101,521(e) -- 25,000 30,570
Executive Vice President 1998 254,000 190,500 7,402 -- 61,364 17,700
and
Chief Financial Officer 1997 247,500 41,000 12,605 129,500 30,000 37,365
Ronald J. McEvoy 1999 275,000 0 395,625(f) -- 25,000 22,500
Executive Vice 1998 275,000 175,000 38,865 -- 160,655 4,172
President,
Chief Information
Officer
James D. Hamrick 1999 220,000 0 55,593(g) -- 20,000 21,551
Senior Vice President-- 1998 175,000 105,016 183,560 -- 88,182 10,500
Merchandising
John A. Warzecha 1999 210,000 0 57,551(g) -- 20,000 21,553
Senior Vice President 1998 205,000 93,224 1,168 -- 38,182 14,280
Franchise Operations and 1997 195,860 33,000 8,193 90,188 17,000 19,998
Sales
</TABLE>
8
<PAGE>
--------
(a) As a result of the Distribution, all Whitman restricted stock awards and
Whitman stock options, including all restricted stock awards and stock
options for 1997, that were outstanding on January 30, 1998 (except those
held by John R. Moore, Midas' former President and CEO) were canceled and
awards of restricted common stock and options to purchase common stock
were granted in substitution of the Whitman awards. These substitute
awards are not reflected as compensation during 1998 in the summary
compensation table.
(b) The number of shares of restricted common stock and their market value
held by Messrs. Province, Barclay, McEvoy, Hamrick and Warzecha at January
1, 2000, was as follows: Mr. Province, 113,636 shares ($2,485,788); Mr.
Barclay, 38,224 shares ($836,150); Mr. McEvoy, 35,655 shares ($779,953);
Mr. Hamrick, 18,182 shares ($397,731); and Mr. Warzecha, 19,478 shares
($426,081). Except for 1,860 and 1,296 shares held by Messrs. Barclay and
Warzecha, respectively, all of these shares of restricted stock were
purchased by the executive officers in connection with Midas' executive
stock ownership guidelines. See "Indebtedness of Management." The 1,860
and 1,296 shares held by Messrs. Barclay and Warzecha vest May 1, 2000.
All other restricted shares vest March 17, 2002. Dividends are paid on
restricted stock at the times and in the same amount as dividends paid to
all shareholders.
(c) The amounts shown for All Other Compensation in 1999 are company matching
contributions under qualified and/or non-qualified defined contribution
plans.
(d) Includes $118,355 in interest expense upon the loan interest attributable
to acquisition of restricted stock pursuant to Midas' executive stock
ownership guidelines.
(e) Includes $37,874 in interest expense upon the loan interest attributable
to acquisition of restricted stock pursuant to Midas' executive stock
ownership guidelines, and a $18,600 car allowance.
(f) Includes $201,546 for relocation expenses in connection with Mr. McEvoy's
commencement of employment, and $37,874 in interest expense upon the loan
interest attributable to acquisition of restricted stock pursuant to
Midas' executive stock ownership guidelines.
(g) Includes $18,937 in interest expense upon the loan interest attributable
to acquisition of restricted stock pursuant to Midas' executive stock
ownership guidelines, and a $18,600 car allowance.
Option Grants in Fiscal 1999
The following table shows, for each of the executive officers named in the
summary compensation table, options to purchase common stock granted during
fiscal 1999 under Midas' Stock Incentive Plan. No stock appreciation rights
were granted during 1999.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Number of % of Total Rates of Stock Price
Securities Options Appreciation for Option
Underlying Granted to Term (b)
Options Employees Exercise Expiration -----------------------
Name Granted(a) in 1999 Price($/Sh) Date 5%($) 10%($)
---- ---------- ---------- ----------- ---------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Wendel H. Province...... 60,000 16.9 24.95 7/16/09 941,400 2,385,600
R. Lee Barclay.......... 25,000 6.8 24.95 7/16/09 392,250 994,000
Ronald J. McEvoy........ 25,000 6.8 24.95 7/16/09 392,250 994,000
James D. Hamrick........ 20,000 5.6 24.95 7/16/09 313,800 795,200
John A. Warzecha........ 20,000 5.6 24.95 7/16/09 313,800 795,200
</TABLE>
--------
(a) Each option granted with an exercise price equal to the fair market value
of the common stock on the date of grant. Option becomes exercisable in
equal annual installments on each of the first five anniversaries of the
date of grant. In the event of a change in control as defined in Midas'
Stock Incentive Plan, option becomes fully exercisable or in certain cases
will be cashed out by Midas.
(b) The dollar amounts under these columns are the result of calculations at
the 5% and 10% assumed annual growth rates mandated by the SEC and,
therefore, are not intended to forecast possible future appreciation, if
any, in the price of common stock. The calculations were based on the
exercise price per share and the term of the options.
9
<PAGE>
Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
The following table shows information with respect to the executive
officers named in the summary compensation table regarding the exercise of
options to purchase common stock during fiscal 1999 and unexercised options
held as of January 1, 2000.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money
Acquired Held at Options at
On Value January 1, 2000 January 1, 2000
Exercise Realized (#) ($)(a)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Wendel H. Province...... 113,636 (b) 95,333/370,000 468,748/938,335
R. Lee Barclay.......... 61,364 547,867 78,683/60,994 490,767/119,315
Ronald J. McEvoy........ 35,655 (b) 25,000/125,000 0/0
James D. Hamrick........ 18,182 (b) 20,666/69,334 72,914/146,003
John A. Warzecha........ 18,182 (b) 45,692/45,064 293,754/67,617
</TABLE>
--------
(a) Based on the closing price of the common stock ($21.88) on December 31,
1999, as reported for New York Stock Exchange Composite Transactions.
(b) All shares acquired on exercise (with the exception of 25,000 shares
purchased by Mr. Barclay) were shares of restricted stock for which no
value was realized. On the date of exercise, the difference between the
aggregate market price of the restricted shares and the exercise price was
$1,477,268 for Mr. Province, $472,732 for Mr. Barclay, $463,515 for Mr.
McEvoy, and $236,366 for Messrs. Hamrick and Warzecha.
Pension Plans
Midas maintains qualified, defined benefit pension plans and nonqualified
retirement plans paying benefits in optional forms elected by the employee
based upon percentage multipliers which are applied to covered compensation
and credited service. The benefit formula provides a normal retirement benefit
of 1% of covered compensation for each year of credited service (excluding
1989-1991), up to a maximum of 20 years. The benefit formula also includes
special minimum benefits based on credited service accrued through December
31, 1988, and covered compensation at retirement.
The following table reflects future benefits, payable as life annuities
upon retirement, in terms of a range of amounts determined under the benefit
formula mentioned above, at representative periods of credited service. For
Messrs. Barclay and Warzecha the annual benefit will be reduced by $23,253 and
$7,940, respectively, to reflect a lump sum payment in 1998 of the present
value of their then accrued benefit under the nonqualified portion of the
pension plan.
Projected Annual Pension
<TABLE>
<CAPTION>
Years of Credited Service (b)
----------------------------------
Covered
Compensation 20
(a) 5 10 15 or more
------------ ------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 300,000........................... $15,000 $ 30,000 $ 45,000 $ 60,000
400,000........................... 20,000 40,000 60,000 80,000
500,000........................... 25,000 50,000 75,000 100,000
600,000........................... 30,000 60,000 90,000 120,000
700,000........................... 35,000 70,000 105,000 140,000
800,000........................... 40,000 80,000 120,000 160,000
900,000........................... 45,000 90,000 135,000 180,000
1,000,000........................... 50,000 100,000 150,000 200,000
1,100,000........................... 55,000 110,000 165,000 220,000
1,200,000........................... 60,000 120,000 180,000 240,000
</TABLE>
10
<PAGE>
--------
(a) Covered compensation includes salary and bonus, as shown in the summary
compensation table, averaged over the five consecutive years in which such
compensation is the highest.
(b) As of January 1, 2000, Messrs. Province, Barclay, McEvoy, Hamrick and
Warzecha had 2, 19, 1, 2 and 21 years of credited service.
Termination Benefits
Midas has entered into Change in Control Agreements (the "Change in Control
Agreements"), with Messrs. Province, Barclay, McEvoy, Hamrick, Warzecha and
certain other officers. The Change in Control Agreements were a result of a
determination by the Board that it was important and in the best interests of
Midas and its shareholders to ensure that, in the event of a possible change
in control of Midas, the stability and continuity of management would continue
unimpaired, free of the distractions incident to any such possible change in
control.
For purposes of the Change in Control Agreements, a "change in control"
includes (i) a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of Midas' assets, other than a
transaction in which the beneficial owners of the common stock prior to the
transaction own at least two-thirds of the voting securities of the
corporation resulting from such transaction, no person owns 25% or more of the
voting securities of the corporation resulting from such transaction and the
members of the Midas Board constitute at least a majority of the members of
the board of directors of the corporation resulting from such transaction,
(ii) the consummation of a plan of complete liquidation or dissolution of
Midas, (iii) the acquisition by any person or group of 25% or more of Midas'
voting securities, or (iv) persons who are directors of Midas on January 30,
1998 (or their successors as approved by a majority of the members of the
Midas Board) cease to constitute a majority of the Midas Board.
Benefits are payable under the Change in Control Agreements only if a
change in control has occurred and within three years thereafter the officer's
employment is terminated involuntarily without cause or voluntarily by the
officer for reasons such as demotion, relocation, loss of benefits or other
changes. The principal benefits to be provided to officers under the Change in
Control Agreements are (i) a lump sum payment equal to three years'
compensation (base salary and incentive compensation), and (ii) continued
participation in Midas' employee benefit programs or equivalent benefits for
three years following termination. The Change in Control Agreements provide
that, if separation payments thereunder, either alone or together with
payments under any other plan of Midas, would constitute a "parachute payment"
as defined in the Internal Revenue Code (the "Code") and subject the officer
to the excise tax imposed by Section 4999 of the Code, Midas will pay such tax
and any taxes on such payment.
The Change in Control Agreements are not employment agreements, and do not
impair the right of Midas to terminate the employment of the officer with or
without cause prior to a change in control, or, absent a potential or pending
change in control, the right of the officer to voluntarily terminate his
employment.
Report on Executive Compensation
The Compensation Committee is comprised of three independent directors. The
Committee approves the compensation for the executive officers of Midas named
in the Summary Compensation Table and other executive officers, except that
the Committee reviews and recommends to the Board of Directors for its
approval the compensation of Mr. Province. The Committee's responsibilities
include authorizing all salary increases for executive officers and direct
reports to the Chief Executive Officer, approving the formula, performance
goals and awards under the Annual Incentive Compensation Plan and the Stock
Incentive Plan, and reviewing salary policy for all salaried employees.
Actual and potential awards as well as performance criteria vary in
proportion to each executive officer's accountability and responsibility for
the performance of the Company with respect to policy making and execution.
Midas' salary policies and executive compensation plans are expressly
constituted to encourage and reinforce individual and collective performance
leading to increased shareholder value. Midas' programs also seek to align
short and long-term executive compensation opportunities with the interests of
shareholders. The short-term incentive plan focuses on continuous improvement
in annual financial performance. The long-term program is designed to reward
creation of shareholder value through stock appreciation and dividend growth.
11
<PAGE>
The Committee, with the assistance of independent compensation consultants,
has recently assessed the consistency of Midas' executive compensation
programs with the Committee's guidelines, the Company's business strategy and
general market practices. The consultant's review was based on a competitive
analysis of Midas' compensation practices when compared to a group of domestic
companies of similar size and engaged in similar lines of business. While not
identical to the peer group of companies used in the Performance Graph
contained in this Proxy Statement, this comparator group includes those
competitors with whom Midas competes for executive talent. The compensation
practices were also benchmarked against a much larger database of companies in
order to provide a broader representation of companies for which Midas
competes for executive talent. The Committee was satisfied that the executive
compensation program is consistent with it's stated policy as set forth below.
For the 1999 fiscal year, executive compensation was comprised of base salary
and stock options under the Stock Incentive Plan.
Base Salary
Base salary ranges for executive officers, as well as all salaried
employees of Midas, are determined pursuant to a widely-used job evaluation
system, which the company has had in place for some time. However, salary
ranges are not based exclusively on a formula; rather, the salary ranges are
derived from each position's required skills and responsibilities as compared
to the average salary level of like positions within comparable companies
provided through various relevant independently generated databases. For the
named executive officers, the databases included the group of comparator
companies referenced above.
While Midas generally targets executive base salaries at the market median
(the 50th percentile) to establish the relevant salary ranges, the Committee
considers a number of criteria in establishing and adjusting the base salary
of a particular executive officer, involving, among other things, individual
performance, experience and longer term potential. The Committee approves
salary actions for approximately 30 key executive positions.
The performance of each executive officer is typically evaluated annually
following the close of the fiscal year so each executive's performance can be
assessed within the context of Midas' financial performance for the year.
Individual performance is evaluated based on the specific responsibilities and
accountabilities of the executive, the value of the services provided, the
executive's management skills and experiences, and the individual contribution
to the performance and profitability of the Company.
CEO Compensation
Mr. Province's salary was originally established pursuant to an offer of
employment just prior to the spin-off of the Company from Whitman Corporation,
and was consistent with what was deemed necessary and appropriate to attract
and retain a proven executive to assume the position of Chairman and Chief
Executive Officer. In January 1999, Mr. Province's salary was increased 10%
after a review by the Committee of the CEO's performance in Midas' first year
as a public company.
Annual Incentives
The executive officers named in the Summary Compensation Table, together
with approximately twenty-five additional executives participate in the Annual
Incentive Plan. The Committee administers the Annual Incentive Plan. The
Committee has the power to extend, amend or terminate the Annual Incentive
Plan and to approve or modify the incentive formula, performance measures
and/or the target and actual awards. Target amounts payable under the Annual
Incentive Plan are proportionate to each participant's accountability for the
business plans of Midas and are expressed as a percentage of base salary. The
amount of incentive compensation for any participant in the Annual Incentive
Plan is first dependent on funding the incentive pool based on achievement of
budgeted financial results by Midas. Actual incentive award payouts in
relationship to the target incentive are attributable to pre-established
financial and individual performance objectives. The Company paid no incentive
awards for the 1999 plan year.
12
<PAGE>
Stock-Based Long-Term Incentives
Midas directly aligns the interests of management with those of its
shareholders through the Stock Incentive Plan and through the periodic grant
of stock options to its executives. General stock option grant guidelines have
been established based on competitive practices of similarly situated general
industry and other specialty retail companies, the executive's position, and
the ability to influence longer-term operating performance. In making grants
of stock options, the Committee considers the performance of the Company since
the last grant, the level of stock options previously granted to the
executive, and the performance of the executive.
Midas' Stock Incentive Plan provides for the grant of non-qualified and
incentive stock options at exercise prices equal to the closing market price
on the date of grant. On July 16, 1999, the Committee approved a grant of
options to purchase shares for Messrs. Province (60,000 shares), Barclay
(25,000 shares), McEvoy (25,000), Hamrick (20,000 shares), and Warzecha
(20,000 shares). Options granted to the Chief Executive Officer and the other
executives are generally exercisable for ten years, absent earlier termination
of employment, and provide for deferred vesting over five years to encourage
retention of executives. The Stock Incentive Plan provides executives of Midas
with a significant interest in the creation of shareholder value through long-
term growth in the price of common stock.
The Committee believes that direct ownership of Midas stock serves to
further align executive interest with that of shareholders. Accordingly all
member of senior management, including the CEO, are subject to guidelines
which call for ownership of Midas shares in an amount equal to multiples of
their base salary. During 1999, to facilitate the purchase of Midas stock, the
Company provided loans to certain executives. Such loans provide for full
recourse in the event of default and are payable in full no later than March,
2003.
The Committee's current policy is that compensation payable to the
Company's named executive officers should generally meet the conditions
required for full deductibility under Section 162(m) of the Internal Revenue
Code. However, tax deductibility is only one criterion the Committee considers
when establishing compensation programs and strategy. The Stock Incentive Plan
is structured with the intention that compensation payable pursuant to this
plan would qualify as "performance based" compensation which is not subject to
the deductibility limit under Section 162(m). All compensation paid to the CEO
and named officers in 1999 was deductible.
This report is submitted by the Compensation Committee:
Archie R. Dykes, Chairman
Herbert M. Baum
Jarobin Gilbert, Jr.
13
<PAGE>
Performance Graph
The following performance graph compares Midas' cumulative total shareholder
return on the common stock from January 30, 1998 (the date of the Distribution)
to January 1, 2000 with the cumulative total return of Standard & Poor's 500
Stock Index ("S&P 500") and the Standard & Poor's Retail Specialty Index ("Peer
Group"), neither of which includes Midas. The companies in the Peer Group
include AutoZone Inc., Pep Boys, Staples Inc., Toys R Us Holding Cos. and
Venator Group Inc. These comparisons assume an initial investment of $100 and
the reinvestment of dividends.
<TABLE>
<CAPTION>
1/30/98 6/27/98 12/26/98 6/26/99 1/1/00
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Midas 100.00 128.79 198.83 152.33 136.95
-----------------------------------------------------
S&P 500 100.00 115.60 125.09 138.46 152.38
-----------------------------------------------------
Peer Group 100.00 96.31 86.55 86.66 58.44
</TABLE>
INDEBTEDNESS OF MANAGEMENT
In connection with Midas' executive stock ownership guidelines, Messrs.
Barclay, Hamrick, Hutchison, Klaisle, McEvoy, Province, Sorensen and Warzecha
became indebted to Midas solely for the purpose of purchasing shares of common
stock. Each borrower is an executive officer of Midas and Mr. Province is also
Chairman of the Board. Each loan bears interest at 6% per annum and has a four-
year term that is accelerated no later than one month after a termination of
employment. Midas has agreed to waive interest that accrues while the borrower
is employed by Midas. The largest amounts outstanding since the beginning of
fiscal year 1999, and the amounts outstanding at March 23, 2000, were
$2,479,992 for Mr. Province (113,636 shares); $800,008 for Mr. Barclay (36,364
shares); $800,009 for Mr. McEvoy (35,655 shares); and $400,004 for each of
Messrs. Hamrick, Hutchison, Klaisle, Sorensen and Warzecha (18,182 shares
each).
14
<PAGE>
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in Midas' proxy materials for the
2001 Annual Meeting of Shareholders, a shareholder proposal must be received
by the Corporate Secretary no later than November 30, 2000. In addition,
regardless of whether a shareholder proposal is set forth in the notice of
annual meeting to a proxy statement as a matter to be considered by
shareholders, Midas' Bylaws establish an advance notice procedure for
shareholder proposals to be brought before any annual meeting of shareholders,
including proposed nominations of persons for election to the Board of
Directors. Shareholders at the 2000 annual meeting may consider a proposal or
nomination brought by a shareholder of record on March 23, 2000, who is
entitled to vote at the 2000 annual meeting and who has given the Corporate
Secretary timely written notice, in proper form, of the shareholder's proposal
or nomination. A shareholder proposal or nomination intended to be brought
before the 2000 annual meeting must have been received by the Corporate
Secretary after the close of business on February 5, 2000 and prior to the
close of business on February 25, 2000. The Corporate Secretary did not
receive notice of any shareholder proposal or nomination relating to the 2000
annual meeting. The 2001 annual meeting is expected to be held on May 3, 2001.
A shareholder proposal or nomination intended to be brought before the 2001
annual meeting must be received by the Corporate Secretary after the close of
business on February 9, 2001 and prior to the close of business on March 1,
2001. All proposals and nominations should be addressed to Midas, Inc., 1300
Arlington Heights Road, Itasca, Illiois 60143, Attention: Corporate Secretary.
GENERAL
Midas will bear the entire cost of soliciting proxies for the annual
meeting. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or employees of Midas who will not receive special
compensation for such services. Midas will reimburse brokers, dealers, banks
and trustees, or their nominees, for reasonable expenses incurred by them in
forwarding proxy material to beneficial owners of shares of common stock.
Midas has also engaged Georgeson Shareholder Communications Inc. to solicit
proxies at a cost of approximately $6,500.
We mailed a copy of Midas' 1999 Annual Report to Shareholders with this
proxy statement.
A copy of Midas' 1999 Annual Report on Form 10-K may be obtained without
charge upon written request to Midas, Inc., 1300 Arlington Heights Road,
Itasca, Illinois 60143, Attention: Corporate Secretary. A reasonable charge
will be made for requested exhibits.
By Order of the Board of Directors
Robert H. Sorensen
Corporate Secretary
Chicago, Illinois
March 30, 2000
15
<PAGE>
P R O X Y
COMMON STOCK PROXY
Midas, Inc.
1300 Arlington Heights Road
Itasca, Illinois 60143
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R. Lee Barclay and Robert H. Sorensen, or either of them (each with full power
of substitution), are hereby authorized to vote all the shares of Common Stock
which the undersigned would be entitled to vote of personally present at the
Annual Meeting of Shareholders of Midas, Inc. to be held on May 11, 2000, and at
any adjournment thereof as specified on reverse side.
Election of Directors, Nominees: (change of address)
1. Herbet M. Baum ___________________________________________
2. Jarobin Gilbert, Jr. ___________________________________________
___________________________________________
___________________________________________
(continued on reverse side) [SEE REVERSE SIDE]
. FOLD AND DETACH HERE .
<PAGE>
[X] Please mark your | 2432
votes as in this ---------
example.
The shares represented by this proxy will be voted as herein directed, but if no
direction is given, the shares will be voted FOR proposals 1 and 2. This proxy
revokes any proxy previously given.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to ratify the [ ] [ ] [ ]
Directors appointment of KPMG LLP as
independent auditors of
For, except vote withheld from the following nominee(s): Midas Inc, for the fiscal year
ending December 30, 2000.
________________________________________________________
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
In their discretion upon other business as may properly be brought before the meeting.
------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
If you plan to attend the Annual [ ]
meeting, please check the box and an
admittance card will be mailed to you.
Change of [ ]
address on
reverse side
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
IMPORTANT: Please sign exactly as your name(s) appear to the left. Joint owners
should each sign personally. If you sign as agent or any other capacity, please
state the capacity in which you sign.
_______________________________________________________________________________
_______________________________________________________________________________
SIGNATURE(S) DATE
</TABLE>
.FOLD AND DETACH HERE.
Dear Shareholder:
Midas, Inc. encourages you to take advantage of new and convenient ways to vote
your shares. You can vote your shares via a toll-free telephone number or via
the Internet. This eliminates the need to return the proxy card.
To vote your shares by telephone or Internet, you must use the control number
printed on your proxy card. The series of numbers that appear in the box above
must be used to access the system.
1. To vote by telephone: Using a touch-tone telephone, call 1-877-PRX-VOTE
(1-877-779-8683), 24 hours a day, 7 days a week
2. To vote over the Internet: Go to the website http://www.eproxyvote.com/mds
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for you to
mail back your proxy card.
Your vote is important. Thank you for voting.
