<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
ANTHONY & SYLVAN POOLS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ............
(2) Aggregate number of securities to which transaction applies: ...............
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): ...............................
(4) Proposed maximum aggregate value of transaction: ...........................
(5) Total fee paid: ............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ....................................................
(2) Form, Schedule or Registration Statement No.: ..............................
(3) Filing Party: ..............................................................
(4) Date Filed: ................................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROXY STATEMENT
MARCH 31, 2000
GENERAL INFORMATION
This proxy statement is furnished to shareholders of Anthony & Sylvan Pools
Corporation (the "Company") on its behalf, by its Board of Directors, in
connection with its Annual Meeting of Shareholders (the "Annual Meeting") to be
held on Tuesday, May 2, 2000 at the Holiday Inn - Mayfield, 780 Beta Drive,
Mayfield Heights, Ohio 44143 at 10:00 a.m. EST, or any adjournments thereof to
elect four directors. This proxy statement was first mailed on March 31, 2000 to
shareholders of record on March 24, 2000.
On March 24, 2000, there were 2,652,539 common shares outstanding. Each
shareholder of record as of that date is entitled to notice of the meeting and
to cast one vote per share held on all matters to come before the Annual
Meeting. The holders of a majority of the votes entitled to be cast present in
person or by proxy shall constitute a quorum for the purposes of the Annual
Meeting.
A form of proxy accompanies this statement which shareholders are urged to fill
in and return. The persons appointed by validly executed proxies will vote the
shares covered thereby according to the instructions endorsed thereon. Shares
covered by signed proxies otherwise unmarked or on which contradictory or
unclear instructions are given will be voted in accordance with the best
judgment of the persons appointed thereon.
The appointment of a proxy may be revoked at any time by providing notice to the
Company prior to the Annual Meeting or by appearing at the Annual Meeting to
vote in person.
<PAGE> 3
NOMINATION AND ELECTION OF DIRECTORS
The number of directors of the Company is currently set at four. All directors
are to be elected at the Annual Meeting with their terms expiring with the
Company's annual meeting of shareholders to be held in 2001.
The Board of Directors has nominated Stuart D. Neidus, Mary Ann Jorgenson,
Thomas B. Waldin and Roger D. Blackwell to succeed themselves as incumbents.
They have all agreed to serve if elected.
The Regulations of the Company provide for the nomination of directors by
shareholders pursuant to a notice satisfying specified requirements, timely
given to the Secretary of the Company. No such notice has been received as of
the date hereof. The Company's Executive Committee will also consider
recommendations by shareholders for nomination as directors. Directors are
elected by a plurality of the votes represented at the meeting, either in person
or by proxy, and entitled to vote.
A brief biography of each of the nominees including their principal occupations,
ages at the date of this statement, a brief account of their business
experience, and the identity of certain companies of which they are or were
directors or with which they are or were associated appear in the following
section. Their beneficial ownership of common shares of the Company is contained
in the section headed "Beneficial Ownership of Shares."
NOMINEES AND DIRECTORS
STUART D. NEIDUS
AGE 49
Mr. Neidus has served as Chairman of the Board of Directors and Chief Executive
Officer of the Company since September 1998. He is also a director of PVF
Capital Corp., a Federally insured savings bank. Mr. Neidus served as Chief
Financial Officer of the Company from September 1998 through April 1999. He also
served as Executive Vice President and Chief Financial Officer of Essef
Corporation (the former indirect parent of the Company) from September 1996 to
August 1999. Prior to that, from 1992 to 1996, Mr. Neidus served with Premier
Farnell plc, successor to Premier Industrial Corporation, most recently as
Executive Vice President. Prior to joining Premier Farnell plc, Mr. Neidus spent
19 years as an independent public accountant with KPMG, LLP, including eight
years as a partner.
Mr. Neidus has served as a director since May 1997 and is a member of the
Executive Committee.
MARY ANN JORGENSON
AGE 59
Ms. Jorgenson is a partner and head of the corporate practice in the law firm of
Squire, Sanders & Dempsey L.L.P. and has been associated with that firm since
1975. She is a director of the general partner of Cedar Fair, L.P., the owner of
five regional amusement parks. She is also a director of S 2 Golf Inc., a
manufacturer and distributor of golf clubs and bags, and a director of
Continental Business Enterprises, Inc., an Ohio-based metal stamping company.
Ms. Jorgenson served as Secretary of the Company from May of 1997 to September
of 1999 and has been a director since September 1998. She is Chairperson of the
Compensation Committee and a member of the Audit and Executive Committees.
THOMAS B. WALDIN
AGE 57
Mr. Waldin was the President and Chief Executive Officer of Essef Corporation
from 1990 to August 1999. Since 1977 he has been active as an investor in and a
director of a number of small businesses. He retired in 1987 as Chief Operating
Officer of USG Interiors, Inc. and Chief Executive Officer of Donn, Inc. The
former is a unit of
2
<PAGE> 4
USG Corporation, a worldwide manufacturer and distributor of building products,
created in connection with the acquisition of Donn, Inc. in 1986.
Mr. Waldin has served as a director since May 1997 and was Chairman of the Board
of Directors from May 1997 until September 1998. He is Chairman of the Executive
Committee and the Audit Committee and a member of the Compensation Committee.
ROGER D. BLACKWELL
AGE 59
Mr. Blackwell has been a Professor of Marketing at The Ohio State University for
more than five years and is also President and Chief Executive Officer of Roger
D. Blackwell Associates, Inc., a marketing consulting firm in Columbus, Ohio.
Mr. Blackwell is also a director of Airnet Systems, Inc., Applied Industrial
Technologies, Inc., Bank Stock Group, Checkpoint Systems, Inc., The Flex-Funds,
Max & Erma's Restaurants, Inc., Intimate Brands, Inc. Abercrombie & Fitch, Inc.
and Worthington Foods, Inc.
Mr. Blackwell has served as director since November 1999 and is a member of both
the Audit Committee and Compensation Committee.
DIRECTORS' COMMITTEES, MEETINGS AND FEES
At its meeting following the Annual Meeting of Shareholders, the Board of
Directors will appoint from among its membership an Audit Committee, a
Compensation Committee and an Executive Committee, which will serve until the
next annual meeting.
THE AUDIT COMMITTEE consists of three directors, none of whom is an officer or
employee of the Company or its subsidiaries. The committee consists of Mr.
Waldin, Chairman, Mr. Blackwell and Ms. Jorgenson. The Audit Committee receives
the report of the Company's independent auditors, oversees the preparation of
the Company's financial statements and assesses the adequacy of the Company's
system of internal accounting controls, establishing policies and guidelines in
respect thereto. The Audit Committee met once in 1999 after the Company was
split-off from Essef Corporation in August of 1999.
THE COMPENSATION COMMITTEE consists of three directors, none of whom is an
officer or employee of the Company or its subsidiaries. The committee consists
of Ms. Jorgenson, Chairperson, Mr. Blackwell and Mr. Waldin. The Compensation
Committee has authority to recommend, approve and, relating to specific mandate
from the Board of Directors, implement its recommendations on all matters
relating to direct and indirect compensation of officers and employees of the
Company and its subsidiaries. The Compensation Committee met once in 1999 after
the Company was split-off in August of 1999.
THE EXECUTIVE COMMITTEE consists of three directors, one of whom, Mr. Neidus, is
an officer of the Company. The committee consists of Mr. Waldin, Chairman, Mr.
Neidus and Ms. Jorgenson. The Executive Committee is empowered to exercise all
authority of the Board of Directors between meetings of that body, subject to
report, with the exception of the declaration of dividends, appointment or
election of officers and determination of their compensation, and the filling of
vacancies on the Board or any Committee. The Executive Committee has not met
since the Company was split-off in August of 1999.
THE BOARD OF DIRECTORS of the Company and its three committees held a total of
four meetings during fiscal 1999 of which two were meetings of the Board of
Directors. All of the directors attended 100% of the meetings of the Board of
Directors and committees of which they were members.
Employee directors receive no compensation for their services as directors.
Non-employee directors each receive: (i) 2,000 nonqualified options to purchase
Company shares on the date the person first becomes a director; (ii) 1,000
nonqualified options to purchase Company shares at each annual meeting of
shareholders; and (iii) $25,000 per year in Company shares, credited at the end
of each month, in the form of deferred compensation.
3
<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information relating to the annual and long-term
compensation for the fiscal years ended December 31, 1999 and 1998,
respectively, for the named executive officers of the Company.
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------- ----------------------
OTHER
SALARY BONUS COMPENSATION(3)
NAME OF PRINCIPLE YEAR ($) ($) ($) OPTIONS
----------------- ---- ------- ------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
Stuart D. Neidus, 1999(2) 176,792 32,503 12,408 102,108
Chairman & Chief 1998(2) 137,037 77,400 6,440 --
Executive Officer
Howard P. Wertman, 1999 175,000 -- 8,940 50,716
President 1998 174,300 114,344 8,576 --
Richard M. Kelso, 1999 137,500 -- 6,372 41,572
Executive Vice President & 1998 135,300 90,879 7,664 --
Chief Operating Officer
</TABLE>
- ---------------
(1) Since the Company was not a reporting company during 1997, only the
information with respect to the two most recently completed fiscal years are
noted in the table.
(2) Includes an allocation of 60% of the amount earned by Mr. Neidus in his
capacity as an officer of Essef Corporation prior to the split-off from the
Company's former parent on August 10, 1999 and the full amount earned in his
capacity as Chairman and Chief Executive Officer of the Company since that
date.
(3) Includes for each named executive officer, motor vehicle allowances, life
insurance premiums and matching contributions to either Essef Corporation's
or the Company's 401(K) profit sharing plan.
OPTION GRANTS
The following table sets forth the information regarding grants of stock options
to each of the Company's named executive officers under the 1999 Long-Term
Incentive Plan during the fiscal year ended December 31, 1999. The stock options
vest over five years commencing with the second anniversary of the grant date.
<TABLE>
<CAPTION>
GRANTED
DATE
% OF TOTAL OPTIONS EXERCISE PRESENT
OPTIONS GRANTED TO PRICE EXPIRATION VALUE(1)
NAME GRANTED EMPLOYEES IN 1999 ($) DATE $
---- ------- ------------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Stuart D. Neidus, 75,000 16.5% 16.00 8/10/2009 3,000
Chairman & Chief 27,108 6.0% 6.81 12/29/2009 55,842
Executive Officer
Howard P. Wertman, 30,000 6.6% 16.00 8/10/2009 1,200
President 20,716 4.6% 6.81 12/29/2009 42,675
Richard M. Kelso, 25,000 5.5% 16.00 8/10/2009 1,000
Executive Vice President & 16,572 3.7% 6.81 12/29/2009 33,312
Chief Operating Officer
</TABLE>
- ---------------
(1) Calculated using the Black Scholes option pricing model using the following
assumptions: expected life of 5 years, risk free interest rate of 6.33% and
a volatility of 16.5%.
4
<PAGE> 6
The following table shows information relating to aggregate stock option
exercises during 1999 and year-end stock option values for each of the named
executive officers:
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT OPTIONS AT
SHARES ACQUIRED VALUE DECEMBER 31, 1999 DECEMBER 31, 1999 ($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Stuart D. Neidus, -- -- 83,187 / 102,108 434,028 / 3,388
Chairman & Chief
Executive Officer
Howard P. Wertman, -- -- -- / 50,716 -- / 2,590
President
Richard M. Kelso, -- -- -- / 41,171 -- / 2,021
Executive Vice
President & Chief
Operating Officer
</TABLE>
EMPLOYMENT AGREEMENTS
The Company currently has employment agreements with three of its named
executive officers: Messrs. Neidus, Wertman and Kelso.
Each of the agreements expires on December 31, 2000, unless it is terminated or
extended according to its terms. As compensation for his service as Chief
Executive Officer of the Company, Mr. Neidus will receive an annual base salary
of at least $229,000 and performance-based bonuses targeted at 60% of his annual
salary. In addition, at the time of the split-off from Essef Corporation, Mr.
Neidus received options to purchase 75,000 common shares at an exercise price
equal to $16.00 per share exercisable 25% per year following the second
anniversary of the split-off from Essef Corporation. As compensation for his
service as President, Mr. Wertman will receive an annual base salary of at least
$175,000 and performance-based bonuses targeted at 50% of his annual salary. In
addition, at the time of the split-off from Essef Corporation, Mr. Wertman
received options to purchase 30,000 common shares at an exercise price equal to
$16.00 per share exercisable 25% per year following the second anniversary of
the split-off. As compensation for his services as Executive Vice President, Mr.
Kelso will receive an annual base salary of at least $137,500 and
performance-based bonuses targeted at 50% of his annual salary. In addition, at
the time of the split-off from Essef Corporation, Mr. Kelso received options to
purchase 25,000 common shares at an exercise price equal to $16.00 per share
exercisable 25% per year following the second anniversary of the split-off.
If any of Messrs. Neidus, Wertman or Kelso is terminated by the Company without
cause, he will be entitled to receive salary for a period of one year, or in the
case of Mr. Neidus, until the later of one year or December 31, 2000, along with
the pro rata portion of any bonus payable for such fiscal year. Messrs. Wertman
and Kelso also would receive the right to exercise, for three months, any
options to acquire Company shares granted to them that are exercisable. Mr.
Neidus will be entitled to exercise, for one year, any options to acquire
Company shares granted to him whether or not otherwise exercisable. Mr. Neidus
will be deemed to have been terminated without cause if, among other things, the
Company at any time materially changes his duties and responsibilities without
his consent.
Upon a change in control of the Company, Mr. Neidus shall have the right to
terminate his employment with the Company and receive the same rights and
benefits to which he would be entitled upon his termination without cause.
5
<PAGE> 7
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee establishes compensation for the executive officers
of the Company and its subsidiaries. In discharging its function, the Committee
seeks to harmonize three objectives. First, compensation levels are designed to
be sufficiently competitive to attract and retain highly qualified management
personnel. Second, recognition is given to the achievement of annual financial,
operational and strategic objectives. Finally, it is the Company's objective to
continue to align pay and performance for the Company's executives with the
longer-term goal of enhancing shareholder value. To implement these objectives,
the compensation program for executive officers consists of base salary, annual
cash incentives, and the long-term compensation plan.
Base salaries are determined in the first instance by the evaluation of the
executive officer's responsibility and by comparison to similarly situated
executives at other comparable firms to ensure that the Company's salaries are
competitive.
Annual cash incentives are used to recognize the achievement of annual
objectives in line with the Company's long-term goals. The annual objectives are
based on specific and quantifiable financial and operational performance
criteria, which are set at the beginning of each fiscal year by the Committee.
Bonuses of executive officers are primarily based on earnings per share of the
Company.
The Company's long-term compensation plan is a part of the Executive and
Director Leveraged Stock Purchase Plan. To participate in the Plan eligible
Executives must first buy shares of Company common stock for up to two times
their base compensation while non-employee Directors must first buy shares for
up to four times their annual retainer. The participants' shares will be
purchased out of the Company's treasury shares at fair market value on the
Acceptance Date. At the option of each participant these purchases could be
financed through external borrowings guaranteed by the Company and secured by
the stock. Further, the Company has agreed to advance to the participant the
interest on the obligation. Should the common stock reach levels varying from
$20 to $28 during certain periods over the next five years, a long-term cash
incentive will be awarded to participants equal to the amount of the initial
stock purchase plus any interest advanced to the participant. For every share of
common stock purchased under the Plan, participants will also receive .40 of a
stock option grant issued at the fair market value of the common stock at the
Acceptance Date that vests over periods ranging from two to five years. All of
the eligible participants purchased shares in the program. At December 31, 1999
the Company has guaranteed total borrowings of $2,486,000 under the Plan.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
For fiscal 1999, Mr. Neidus's compensation package was based on a review of his
compensation package in connection with an amendment and extension of his
employment agreement in 1999. The Committee determined then that this total cash
compensation should be at the 75th percentile for compensation received by chief
executive officers of similarly situated companies.
Mr. Neidus's total cash compensation consisted of his base annual salary and
performance based bonuses targeted at 60% of Mr. Neidus's annual salary based on
the Company's annual earnings per share. For fiscal 1999, the base compensation
was $176,792 and a bonus of $32,503 was earned. This represents an allocation of
60% of the amount earned by Mr. Neidus as an officer of Essef Corporation prior
to the split-off on August 10, 1999 and the full amount earned as an officer of
the Company after the split-off.
THE COMPENSATION COMMITTEE
Mary Ann Jorgenson, Chairperson
Roger Blackwell
Thomas B. Waldin
6
<PAGE> 8
PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in cumulative
shareholder return with the cumulative total return of the Standard & Poors
Smallcap 600 and the NASDAQ Stock Market (U.S. Companies) Composite Index since
August 11, 1999:
COMPARISON OF CUMULATIVE TOTAL RETURNS*
<TABLE>
<S> <C> <C>
Anthony & Sylvan S&P 600 SmallCap
8/11/99 100 100
12/31/99 115.6 111.9
<S> <C>
NASDAQ US
8/11/99 100
12/31/99 144.1
</TABLE>
*TOTAL RETURN BASED ON $100 INITIAL INVESTMENT & REINVESTMENT OF DIVIDENDS
LEGEND
<TABLE>
<CAPTION>
INDEX DESCRIPTION 8/11/99 12/31/99
----------------- ------- --------
<S> <C> <C>
Anthony & Sylvan Pools Corporation 100.0 115.6
S&P Smallcap 600 100.0 111.9
CRSP Index for NASDAQ Stock Market (U.S. Companies) 100.0 144.1
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The index level for all series was set to 100.0 on 8/11/99, which corresponds
to the Company's first day of trading.
7
<PAGE> 9
BENEFICIAL OWNERSHIP OF SHARES
The following tables display, as of March 24, 2000, the name and address of each
person who is known to the Company to own beneficially more than 5% of the
Company's common shares as well as the number of Common Shares beneficially
owned by each director and named executive officer, and the directors and named
executive officers of the Company as a group.
FIVE PERCENT BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED
--------------------
NAME NUMBER PERCENT
---- --------- -------
<S> <C> <C>
The Jane B. King Irrevocable Trust dated July 19, 1979 309,457 11.7
Ralph T. King(1) and Alexander S. Taylor, Trustees
30050 Chagrin Boulevard, Suite 150
Pepper Pike, Ohio 44124
Thomas B. Waldin(2) 1,112,701 33.7
6690 Beta Drive, Suite 300
Mayfield Village, Ohio 44143
Stuart D. Neidus(3) 278,282 10.2
6690 Beta Drive, Suite 300
Mayfield Village, Ohio 44143
</TABLE>
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED
--------------------
NAME NUMBER PERCENT
---- --------- -------
<S> <C> <C>
Thomas B. Waldin(2) 1,112,701 33.7
Mary Ann Jorgenson 24,774 .9
Roger D. Blackwell 19,774 .7
Stuart D. Neidus(3) 278,282 10.2
Howard P. Wertman 55,933 2.1
Richard M. Kelso 39,934 1.5
All directors and officers as a group (15 persons)(4) 1,748,885 51.6
</TABLE>
- ---------------
(1) Ralph T. King shares voting and dispositive power as a co-trustee and is
also beneficial owner of: (a) 119,009 shares owned directly by him and (b)
7,440 shares held by a foundation of which he is a trustee with shared
dispositive power.
(2) Thomas B. Waldin is the beneficial owner of 1,112,701 shares owned by or
benefiting him, his wife or child (652,320 shares consist of options to
purchase which are exercisable within 60 days of December 31, 1999).
(3) Stuart D. Neidus is the beneficial owner of 278,282 shares owned by him
directly (83,187 shares consist of options to purchase, which are
exercisable within 60 days of December 31, 1999).
(4) Includes 735,507 options to purchase, which are exercisable by Messrs.
Waldin and Neidus within 60 days of December 31, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
8
<PAGE> 10
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during 1999 and Forms 5 and amendments thereto furnished to the
Company with respect to 1999, no director, officer, beneficial owner of more
than 10% of its outstanding Common Stock or stock convertible into Common Stock
or any other person subject to Section 16 of the Exchange Act, failed to file on
a timely basis during 1999 or prior fiscal years any reports required by Section
16(a) of the Exchange Act, except that Messrs. Blackwell and Degnan each made a
late filing of Form 3, Initial Report of Beneficial Ownership, and all
non-employee directors made late filings of Form 5.
CERTAIN TRANSACTIONS
Howard P Wertman, III, son of the Company's President, was retained as a
subcontractor in 1999 and was paid $66,770 for his services during that year.
The Company believes that this transaction was conducted on terms no less
favorable to the Company than could have been obtained from an unaffiliated
third party.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as independent auditors of the Company for the
fiscal year ended December 31, 1999. Representatives of Deloitte & Touche LLP
will be present at the meeting and will be given an opportunity to make a
statement if they desire to do so as well as to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders for the fiscal 2000 Annual Meeting of Shareholders to
be held in May, 2001 must be received by the Secretary of the Company no later
than December 1, 2000 to be included in the proxy statement and form of proxy
for that meeting.
SOLICITATION EXPENSES
The Company will bear the costs of proxy solicitation including the preparation
and mailing of this statement and accompanying material. Proxies will be
solicited principally by mail, by employees and agents of the Company and its
subsidiaries. No employee of the Company who assists in the solicitation will be
paid for doing so beyond his regular compensation.
The Company will request brokers, banks and other custodians or fiduciaries
holding shares in their names or in the names of nominees to forward copies of
proxy solicitation materials to the beneficial owners of the shares held by them
and, upon request, will reimburse them for the reasonable expenses incurred in
forwarding the material to their principals and processing responses.
VOTE TABULATION POLICIES AND PROCEDURES
Shares voted by proxy on the form provided by management with this statement
will be tabulated according to the tenor thereof. Shares voted by omnibus proxy
or other proxy forms by brokers, nominees or agents will be tabulated according
to instructions and limitations accompanying the form of proxy. All shares for
which valid proxies are returned will be counted as present at the meeting for
determination of a quorum (a majority of shares entitled to vote at the Annual
Meeting), but the votes of shares represented by omnibus or similar proxy will
be tabulated only to the extent the vote is specifically instructed.
By Order of the Board of Directors
Martin J. Degnan, Secretary
March 31, 2000
9
<PAGE> 11
DETACH HERE
- --------------------------------------------------------------------------------
ANTHONY & SYLVAN POOLS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Anthony & Sylvan Pools Corporation hereby
appoints William Evanson and Richard Mills, the Proxies of the undersigned, to
vote the shares of the undersigned at the 2000 Annual Meeting of Shareholders of
the Company and any adjournment thereof upon the following:
The Board of Directors recommends votes be cast FOR proposal 1.
(1) ELECTION OF DIRECTORS: Roger D. Blackwell, Mary Ann Jorgenson, Stuart D.
Neidus and Thomas B. Waldin for terms expiring in 2001.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees
(INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST ABOVE.)
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
(Continued, and to be signed on other side)
<PAGE> 12
DETACH HERE
- --------------------------------------------------------------------------------
PROXY NO. (Continued from other side) SHARES
IF THIS CARD IS RETURNED SIGNED, BUT WITH NO INSTRUCTIONS, AUTHORITY IS
GRANTED TO CAST THE VOTE OF THE UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTOR.
Dated , 2000
----------------
-----------------------------
Signature
-----------------------------
Signature if held jointly
NOTICE: When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. A proxy
given by a corporation should
be signed in the corporate
name by the chairman of its
board of directors, its
president, vice president,
secretary, or treasurer.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE CARE OF:
NATIONAL CITY BANK, P.O. BOX
92301, CLEVELAND, OH 44197-0900.
