<PAGE> 1
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:
/ / 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 Section 240.14a-11(c) or
Section 240.14a-12
WHITEHALL CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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 transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 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:
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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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<PAGE> 2
WHITEHALL CORPORATION
2659 NOVA DRIVE
DALLAS, TEXAS 75229
March 30, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Whitehall Corporation to be held on Monday, May 1, 1995, at 11:00 a.m., local
time, at The Grand Kempinski Dallas, 15201 Dallas Parkway, Dallas, Texas 75248
(the "Annual Meeting").
The Notice of Meeting and Proxy Statement on the following pages cover the
formal business of the Annual Meeting, which includes proposals (i) to elect
seven named nominees as directors of Whitehall Corporation and (ii) to ratify
the appointment of Arthur Andersen LLP, certified public accountants, as
Whitehall Corporation's auditors for the fiscal year ending December 31, 1995.
The Board of Directors recommends that stockholders vote in favor of each
proposal. We strongly encourage all stockholders to participate by voting their
shares by proxy whether or not they plan to attend the Annual Meeting. Please
sign, date, and mail the enclosed proxy card as soon as possible. If you do
attend the Annual Meeting, you may still vote in person.
For your information, enclosed is the 1994 Annual Report of Whitehall
Corporation. We look forward to seeing you at the Annual Meeting.
Sincerely,
GEORGE F. BAKER
Chairman of the Board
<PAGE> 3
WHITEHALL CORPORATION
2659 NOVA DRIVE
DALLAS, TEXAS 75229
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1995
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders (the "Annual Meeting") of Whitehall
Corporation, a Delaware corporation (the "Company"), will be held on Monday, May
1, 1995, at 11:00 a.m., local time, at The Grand Kempinski Dallas, 15201 Dallas
Parkway, Dallas, Texas 75248, for the purpose of considering and acting upon the
following proposals as set forth in the accompanying Proxy Statement:
1. To elect seven named nominees as directors of the Company to serve
until the next Annual Meeting of Stockholders and until their successors
are elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP, certified public
accountants, as auditors of the Company for the fiscal year ending December
31, 1995; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on March 23, 1995, are
entitled to notice of and to vote at the Annual Meeting or any adjournments or
postponements thereof.
Whether or not you plan to attend the Annual Meeting, please complete,
date, and sign the enclosed proxy card and return it promptly to the Company in
the return envelope enclosed for your use. You may revoke your proxy at any time
before it is voted by delivering to the Secretary of the Company a written
notice of revocation bearing a later date than the proxy, by duly executing a
subsequent proxy relating to the same shares, or by attending and voting at the
Annual Meeting.
You are cordially invited to attend.
By Order of the Board of Directors,
BRUCE C. CONWAY
Secretary
Dated: March 30, 1995
<PAGE> 4
WHITEHALL CORPORATION
2659 NOVA DRIVE
DALLAS, TEXAS 75229
PROXY STATEMENT
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders and a form of proxy for the Annual Meeting of Stockholders (the
"Meeting") solicited by the Board of Directors (the "Board of Directors") of
Whitehall Corporation, a Delaware corporation (the "Company"). The Board of
Directors has fixed the close of business on March 23, 1995, as the record date
for the determination of stockholders who are entitled to notice of and to vote
at the Meeting or any adjournments or postponements thereof. The holders of a
majority of the outstanding shares of common stock of the Company, $0.10 par
value per share (the "Common Stock"), present in person, or represented by
proxy, will constitute a quorum at the Meeting.
This Proxy Statement and the enclosed proxy are being sent to the
stockholders of the Company on or about March 30, 1995.
Only stockholders of record at the close of business on March 23, 1995,
will be entitled to vote at the Meeting. At the close of business on such record
date there were outstanding 2,707,300 shares of the Common Stock constituting
the only class of voting securities of the Company issued and outstanding. Each
share of the Common Stock entitles the holder to one vote.
Directors of the Company shall be elected by a plurality of the votes cast
in person or by proxy at the Meeting. Votes withheld with respect to any nominee
for director will be excluded from the vote totals and will have no effect on
the determination of a plurality. The affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present in person or
represented by proxy at the Meeting is necessary to ratify the appointment of
Arthur Andersen LLP, certified public accountants ("Arthur Andersen"), as the
Company's auditors for the fiscal year ending December 31, 1995, and to transact
any other business as may properly come before the Meeting or any adjournments
or postponements thereof. For purposes of determining whether a matter has
received a majority vote, abstentions will be included in the vote totals, with
the result that an abstention has the same effect as a negative vote. In
instances where brokers are prohibited from exercising discretionary authority
for beneficial owners who have not returned a proxy (so-called "broker non-
votes"), those shares will not be included in the vote totals and therefore will
have no effect on the vote.
A proxy that is properly submitted to the Company may be properly revoked
at any time before it is voted. Proxies may be revoked by (i) delivering to the
Secretary of the Company, at or before the Meeting, a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a subsequent
proxy relating to the same shares of the Common Stock and delivering it to the
Secretary of the Company at or before the Meeting, or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). With respect to the election of
directors of the Company ("Proposal 1"), unless authority to vote for all
directors or any individual director is withheld, all the shares represented by
a proxy will be voted for the election of directors as set forth in this Proxy
Statement. Where a stockholder has specified a vote for or against the
ratification of the appointment of Arthur Andersen as the Company's auditors
("Proposal 2"), such proxy will be voted as specified. If no such direction is
given, all the shares represented by the proxy will be voted in favor of
Proposal 1 and Proposal 2 and in the discretion of the persons named in the
accompanying proxy card as to any other business to properly come before the
Meeting or any adjournments or postponements thereof.
The cost of soliciting proxies will be paid by the Company, which will
reimburse brokerage firms, custodians, nominees, and fiduciaries for their
expenses in forwarding proxy material to the beneficial owners of the Common
Stock.
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING,
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD PROMPTLY.
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
Information regarding the nominees to each of the seven positions on the
Board of Directors of the Company (the "Nominees") to be elected at the Meeting
is set forth below. Unless authority to vote on the election of all Nominees or
any individual Nominee is specifically withheld by appropriate designation on
the face of the proxy card, the persons named in the accompanying proxy card
will vote such proxy for the election of the Nominees named below. If elected,
such Nominees will serve as directors of the Company until the next Annual
Meeting of Stockholders of the Company and until their successors are elected
and qualified.
Management does not contemplate that any of the Nominees will be unable to
serve, but if such a situation should arise, the persons named in the
accompanying proxy card will nominate and vote for the election of such other
person or persons as the Board of Directors recommends.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
------------------------------ --- -------------------------------------------------------
<S> <C> <C>
George F. Baker............... 55 Mr. Baker has been a director of the Company since
767 Fifth Avenue March 1991, and he has served as Chairman of the Board
New York, NY 10153 of Directors and Chief Executive Officer since April
1991 and President since October 1991. Mr. Baker is a
director of Digicon, Inc. Mr. Baker has been a
managing partner of Cambridge Capital Fund, L.P., an
investment partnership, since 1988 and, since 1967, a
managing partner of Baker Nye, L.P., an investment
partnership. Mr. Baker serves as Governor of Society
of the New York Hospital, Trustee of New York
Zoological Society, Trustee of Quebec Labrador
Foundation, Trustee of St. Paul's School, a member of
the Associates of the Harvard Graduate School of
Business, a member of the Visiting Committee of the
John F. Kennedy School of Government of Harvard
College, and a member of the Harvard College
Committee of University Resources.
Bruce C. Conway............... 43 Mr. Conway has been a director of the Company since
4508 San Carlos October 1990 and he has served as Secretary since April
Dallas, TX 75205 1991. Mr. Conway has been President of Conway
Holdings, Inc., an oil and gas investment company,
since its formation in 1991, Vice President and a
director of Matrix Gas Corp., a natural gas company,
since January 1993, and general partner of R.V. Lynch
& Co., a gas gathering company, since January 1991.
Mr. Conway has been Vice President and a director of
Sibtex Chura Ltd. since December 1994 and a general
partner of Alex Properties since 1994. From May 1989
through April 1990, Mr. Conway was a financial
consultant to Combined Drilling Ventures, an oil and
gas company, and from January 1988 through June 1988,
Mr. Conway was an institutional salesman for Freeman
Securities, a brokerage firm. Mr. Conway also served
as a registered representative of Fahnestock &
Company, a brokerage firm, from January 1982 through
December 1987.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
------------------------------ --- -------------------------------------------------------
<S> <C> <C>
Arthur H. Hutton.............. 63 Mr. Hutton has been a director of the Company since May
39 Sunset Drive 1993 and a consultant to Aero Corporation, a
Manhasset, New York 11030 wholly-owned subsidiary of the Company, since October
1991. Mr. Hutton has been Vice Chairman and a
director of World Auxiliary Power Company, an
aircraft modification company, since January 1988 and
was Advisor to the Chairman of Pan American
Commercial Services, a subsidiary of Pan American
World Airways, from 1987 to 1988. Mr. Hutton has
served as President and Chief Executive Officer of
World Airways, Inc., Senior Vice President of Pan
American World Airways, and General Manager of
British West Indian Airways, each of which is a
commercial airline. Mr. Hutton is also an attorney
and member of the New York and California state bar
associations and, in July 1991, he retired as a Major
General in the United States Air Force Reserve.
John J. McAtee, Jr............ 58 Mr. McAtee has been a director of the Company since
1345 Sixth Avenue March 1991. Mr. McAtee is a director of Metzler
New York, NY 10105 Corporation, a subsidiary of Bankhaus von Metzler
A.G. and has served as Vice Chairman and head or
co-head of Investment Banking since July 1990 of
Smith Barney Harris Upham & Co. Incorporated. Prior
to July 1990, Mr. McAtee was a senior partner at the
law firm of Davis Polk & Wardwell.
Jack S. Parker................ 76 Mr. Parker has been a director of the Company since
260 Long Ridge Rd. October 1991. Mr. Parker has been a director of J.G.
Stamford, CT 06904 Boswell Company since 1980 and a member of the
Advisory Committee of Cambridge Capital Fund, L.P.,
an investment partnership, since July 1988. Mr.
Parker was the Vice Chairman and Executive Officer of
General Electric Company from 1968 through 1980 and
has served as a director of General Electric Company,
Santa Fe Pacific Co., TRW, Inc., Pan Am and Pan
American World Airways, and BHP-Utah Minerals
International.
Lewis S. White................ 55 Mr. White has been a director of the Company since May
5 Orchard Hill Lane 1991 and was a consultant to the Company from April
Greenwich, CT 06831 1991 to September 1992. Mr. White has been an
independent consultant since February 1988 and was
Vice President and Treasurer of Paramount
Communications Inc., an entertainment and publishing
company, from April 1985 through January 1988.
John H. Wilson................ 52 Mr. Wilson has been a director of the Company since
1500 Three Lincoln Centre July 1983. Mr. Wilson also served as interim President
Dallas, TX 75240 of the Company from April 1991 until his resignation
in October 1991. Mr. Wilson is a director of Capital
Southwest Corporation and Encore Wire Corporation and
has been the President of U.S. Equity Corporation, a
venture capital firm, since 1983.
</TABLE>
3
<PAGE> 7
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has several standing committees: an Executive
Committee, an Audit Committee, a Compensation Committee, and a Stock Option
Committee. The Board of Directors does not have a Nominating Committee.
The function of the Executive Committee is to exercise the powers and
duties of the Board of Directors while the Board of Directors is not in session
to the fullest extent permissible under Delaware law. During the 1994 fiscal
year, the members of the Executive Committee were: Chairman George F. Baker and
Messrs. Bruce C. Conway and John H. Wilson. The Executive Committee held no
meetings and did not act by written consent during the 1994 fiscal year.
The function of the Audit Committee is to recommend the engagement of the
Company's independent auditors and to review with such auditors the scope and
results of their audit. The Committee is composed exclusively of directors who
are, in the opinion of the Board of Directors, free from any relationships that
would interfere with the exercise of independent judgment as an Audit Committee
member. During the 1994 fiscal year, the members of the Audit Committee were:
Chairman Bruce C. Conway and Messrs. John J. McAtee, Jr. and Lewis S. White. The
Audit Committee held one meeting and did not act by written consent during the
1994 fiscal year.
The function of the Compensation Committee is to recommend rates of
compensation and other similar matters with respect to employees of the Company.
During the 1994 fiscal year, the members of the Compensation Committee were:
Chairman John H. Wilson and Messrs. George F. Baker and Bruce C. Conway. The
Compensation Committee held two meetings and did not act by written consent
during the 1994 fiscal year.
The functions of the Stock Option Committee are to administer and interpret
the Company's stock option plans, to grant options under such plans from time to
time to eligible employees and non-employee directors of the Company and to
determine the exercise price and option period at the time options are granted.
During the 1994 fiscal year, the members of the Stock Option Committee were:
Chairman Jack S. Parker and Messrs. John J. McAtee, Jr. and Arthur H. Hutton.
The Stock Option Committee held one meeting and did not act by written consent
during the 1994 fiscal year.
During the 1994 fiscal year, the Board of Directors held two meetings and
acted four times by written consent.
4
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the annual and long-term compensation of those persons who were, at December 31,
1994, (i) the Chief Executive Officer of the Company and (ii) all other
executive officers whose salary and bonus for the last fiscal year exceeded
$100,000 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
---------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)
----------------------------------- ---- ------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
George F. Baker 1994 -0- -0- -0- -0-
President(1) 1993 -0- -0- -0- -0-
1992 -0- -0- -0- 50,000
John H. Wilson 1994 120,000 -0- -0- 30,000
Director(2) 1993 48,000 -0- -0- -0-
1992 -0- -0- -0- 20,000
</TABLE>
---------------
(1) Mr. Baker was appointed as President of the Company on October 16, 1991. To
date, Mr. Baker has not received a salary for service as President.
(2) Mr. Wilson has been serving as an operating officer of the Company since
January 1, 1994.
The following table sets forth the option grants to the Named Officers in
the last fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
PERCENT OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
----------------------------- --------- ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
George F. Baker.............. -- -- -- -- -- --
John H. Wilson............... 30,000 60% $11.875 05/15/04 244,044 567,771
</TABLE>
5
<PAGE> 9
The following table sets forth, for the Company's fiscal year ended
December 31, 1994, information concerning the exercise of options by the Named
Officers and the value of unexercised options of the Named Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY*
SHARES OF OPTIONS AT OPTIONS AT
COMMON STOCK FISCAL YEAR END # FISCAL YEAR END $
ACQUIRED
ON EXERCISE EXERCISABLE/ EXERCISABLE/
NAME # VALUE REALIZED $ UNEXERCISABLE UNEXERCISABLE
----------------------------- ------------ ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
George F. Baker.............. -0- -0- 25,000 242,813
25,000 242,813
John H. Wilson............... -0- -0- 8,000 46,750
42,000 418,875
</TABLE>
---------------
* Based upon the closing price reported on the New York Stock Exchange on
December 31, 1994, of $22.50 per share of Common Stock
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company or any of its subsidiaries
("Non-Employee Directors") each receive a quarterly fee of $2,000 for service on
the Board of Directors and an additional $400 for each meeting of the Board of
Directors attended plus travel and other business expenses. Arthur H. Hutton
received $18,400 in consulting fees in 1994 for services rendered to Aero
Corporation.
Non-Employee Directors are eligible to participate in the Whitehall
Corporation Non-Employee Directors' Stock Option Plan (the "Plan"). Pursuant to
the Plan, each Non-Employee Director has received a non-discretionary grant of
options to purchase 5,000 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock as of the date the options were
granted. All such options become exercisable in five equal annual installments
commencing one year after the grant date and expire ten years after the grant
date. No options were awarded under the Plan in fiscal 1994. In addition, the
Plan provides that the Stock Option Committee may, in its sole discretion, from
time to time grant additional options to Non-Employee Directors in recognition
of the performance of the Company and its subsidiaries, the performance of the
Non-Employee Director, or such other factors as the Committee may determine. No
such discretionary options were granted in fiscal 1994.
REPORT OF THE COMPENSATION COMMITTEE
AND THE STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of three
directors of the Company. It is authorized to review and consider the Company's
compensation standards and practices. On an annual basis, the Compensation
Committee considers suggestions from management and makes recommendations to the
Board of Directors concerning the cash compensation to be paid to executive
officers and other employees of the Company and its subsidiaries. The Stock
Option Committee of the Board of Directors was formed in March 1992 at the time
of the adoption of the Company's stock option plans. It consists of three Non-
Employee Directors. It administers such plans and awards long-term compensation
in the form of stock options to Non-Employee Directors, executive officers and
other eligible employees under such plans.
6
<PAGE> 10
The Company's executive compensation program is designed to attract and
retain talented managers and to motivate such managers to enhance profitability
and stockholder returns. Executive officers' compensation consists of base
salary and benefits and may include incentives in the form of annual cash
bonuses and stock options.
In determining base salaries, the Compensation Committee considers
recommendations from the President of the Company or the chief executives of the
Company's subsidiaries. The Compensation Committee believes that executive
officers' base salaries are competitive in relation to those of other companies
of comparable size. The Compensation Committee has taken special notice that
management is currently leading the Company through a transition phase in which
new markets are being explored and developed. In future years, if such efforts
result in earnings growth for the Company, the Compensation Committee intends to
reward management with commensurate increases in salaries. Executive officers
hired in 1994 were awarded salaries commensurate with their prior positions and
experience.
Annual cash bonuses may be awarded at the Compensation Committee's
discretion for special individual contributions to the success of the Company.
Although bonuses are not formally tied to a performance target, the Committee
utilizes informal standards for earnings upon which the success of the Company
is judged. In 1994, no discretionary cash bonuses were awarded to executive
officers due primarily to earnings levels.
All employees, including executive officers, and Non-Employee Directors are
eligible to receive grants of stock options from the Company. Options granted
generally have an exercise price equal to the market value of the Common Stock
on the date of grant, generally become exercisable in equal annual installments
over the five years after the date of grant and are contingent upon the
optionee's continued employment. The number of options granted to an individual
varies according to his or her individual contribution to the success of the
Company. On May 16, 1994, John H. Wilson received a grant of options to purchase
30,000 shares of the Common Stock of the Company at an exercise price of $11.875
per share. On June 1, 1994, upon his appointment as President and Chief
Executive Officer of Aero Corporation, a wholly owned subsidiary of the Company,
Mark A. Owen received a grant of options to purchase 20,000 shares of the Common
Stock of the Company at an exercise price of $12.625 per share. The Stock Option
Committee intends to make future grants as necessary to focus managers on
building profitability and stockholder value.
In addition, the Company provides health care and retirement benefits for
executive officers on terms generally available to all employees of the Company
and its subsidiaries. The Compensation Committee believes that such benefits are
comparable to those offered by other similarly-situated companies. Except as
reported in the Summary Compensation Table, the amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed the lesser of
$50,000 or 10% of the cash compensation of any executive officer in the last
fiscal year.
Recent amendments to the federal income tax laws impose limitations on the
deductibility of compensation in excess of $1 million paid to executive officers
in certain circumstances. The Compensation Committee and the Stock Option
Committee intend that all compensation paid to the Company's executive officers
in 1995 will be deductible by the Company under such tax laws.
Since his appointment in 1991, George F. Baker, President of the Company,
has received no salary for service as President. (See "Executive
Compensation -- Summary Compensation Table")
<TABLE>
<S> <C>
George F. Baker Arthur H. Hutton
Bruce C. Conway John J. McAtee, Jr.
John H. Wilson (Chairman) Jack S. Parker (Chairman)
Members of the Compensation Members of the Stock Option Committee
Committee
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, John H. Wilson served as the Chairman of the Company's
Compensation Committee and also received an annual salary of $120,000 for
serving as an officer of the Company.
7
<PAGE> 11
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
Set forth below is a line-graph presentation comparing the cumulative
stockholder return on the Company's Common Stock, on an indexed basis, against
the cumulative total returns of the S&P Composite-500 Stock Index and the
Multi-Industry Companies Index published by Media General Financial Services for
the period of the Company's last five fiscal years (December 31, 1989 = $100):
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN FOR WHITEHALL CORPORATION COMMON
STOCK, S&P COMPOSITE-500 STOCK INDEX AND MEDIA GENERAL FINANCIAL SERVICES
MULTI-INDUSTRY COMPANIES INDEX
<TABLE>
<CAPTION>
Measurement Period Whitehall MG Group S&P 500
(Fiscal Year Covered) Corp. Index Index
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 94.64 93.40 96.88
1991 92.86 105.69 126.42
1992 127.68 118.05 136.08
1993 103.57 144.26 149.80
1994 160.71 137.92 151.78
</TABLE>
8
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as to the beneficial ownership
of the Company's Common Stock as of March 23, 1995 by (i) each director of the
Company, (ii) each Named Officer and (iii) all Directors and executive officers
of the Company as a group. Unless otherwise indicated, the beneficial ownership
for each person consists of sole voting and sole investment power.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
NAME OF BENEFICIAL OWNER OF COMMON STOCK OF COMMON STOCK
---------------------------------------------------- ---------------- ------------------
<S> <C> <C>
George F. Baker 984,200(1) 36.4%
Bruce C. Conway 8,000(2) *
Arthur H. Hutton 2,000(3) *
John J. McAtee, Jr. 3,500(4) *
Jack S. Parker 5,000(4) *
Lewis S. White 3,500(4) *
John H. Wilson 18,500(5) *
All current directors and executive
officers as a group (10 persons) 1,065,785(6) 39.4
</TABLE>
---------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Mr. Baker owns no Common Stock of the Company directly. However, as a
Managing Partner of Cambridge Capital Fund, L.P., and as a Managing Partner
of Baker Nye, L.P., he may be deemed to own beneficially the 657,200 shares
of Common Stock of the Company owned by Cambridge Capital Fund, L.P. and
the 289,500 shares owned by Baker Nye, L.P. Mr. Baker is also deemed to own
beneficially 37,500 shares of Common Stock attributable to options
exercisable within 60 days.
(2) Includes 7,500 shares of Common Stock attributable to options exercisable
within 60 days.
(3) Includes 2,000 shares of Common Stock attributable to options exercisable
within 60 days.
(4) Includes 3,000 shares of Common Stock attributable to options exercisable
within 60 days.
(5) Includes 18,000 shares of Common Stock attributable to options exercisable
within 60 days.
(6) Includes 94,400 shares of Common Stock attributable to options exercisable
within 60 days. Also includes 947,315 shares of Common Stock as to which
the powers to vote and dispose are shared with related parties or family
members.
9
<PAGE> 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to the beneficial ownership
of the Company's Common Stock as of March 23, 1995, unless otherwise indicated,
by each person who is known to the Company to be the beneficial owner of more
than 5% of the Common Stock. Unless otherwise indicated, the beneficial
ownership for each person consists of sole voting and sole investment power.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
OF BENEFICIAL OWNER OF COMMON STOCK OF COMMON STOCK
----------------------------------- ---------------- ------------------
<S> <C> <C>
Cambridge Capital Fund, L.P. 657,200 24.3%
767 Fifth Avenue
New York, NY 10153
Baker Nye, L.P. 289,500 10.7
767 Fifth Avenue
New York, NY 10153
Lee D. Webster 255,002(1) 9.4
4931 Thunder Road
Dallas, TX 75244
Dimensional Fund Advisors Inc. 241,300(2) 9.0
1299 Ocean Avenue
Santa Monica, California 90401
</TABLE>
---------------
(1) Based upon information provided by Mr. Webster to the Company. Includes
102,657 shares owned by trusts for the benefit of Mr. Webster's children,
for which he serves as sole trustee and with respect to which he disclaims
beneficial ownership.
(2) Beneficial ownership reported as of December 31, 1994, in a statement on
Schedule 13G filed on behalf of Dimensional Fund Advisors Inc., a
registered investment adviser ("Dimensional"), and related entities on or
about January 31, 1995. Dimensional is deemed to have beneficial ownership
of 241,300 shares of Common Stock as of December 31, 1994, all of which
shares are held in portfolios of DFA Investment Dimensions Group, Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
On December 31, 1994, pursuant to six 8% demand promissory notes executed
between 1986 and 1990, Mr. Daniel R. Donham, a Vice President of the Company,
was indebted to the Company in the aggregate amount of approximately $321,000,
which was the largest aggregate amount of such indebtedness outstanding during
1994. On the same date, pursuant to five 8% demand promissory notes executed
between 1986 and 1990, Mr. E. Forrest Campbell, a Vice President of the Company,
was indebted to the Company in the aggregate amount of approximately $236,000,
which was the largest aggregate amount of such indebtedness outstanding during
1994. All such notes were issued to facilitate the purchase of Common Stock by
Mr. Donham and Mr. Campbell.
10
<PAGE> 14
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors of the Company, and persons who own beneficially greater than ten
percent of the Common Stock of the Company ("ten-percent beneficial owners"), to
file with the Securities and Exchange Commission and the New York Stock Exchange
initial reports of beneficial ownership and reports of changes in beneficial
ownership of Common Stock on Forms 3, 4, and 5. Reporting parties are required
by regulation to furnish the Company with copies of all Section 16(a) reports.
To the Company's knowledge, all Section 16(a) filing requirements
applicable to its officers, directors, and ten-percent beneficial owners were
complied with in 1994, except that Arthur H. Hutton inadvertently filed a late
Form 3 required to be filed because of his election as a director of the Company
(and grant of options) in May 1993 and failed to file a Form 5 for the 1993 and
1994 fiscal years with respect to the same events.
PROPOSAL 2
INDEPENDENT PUBLIC ACCOUNTANTS
RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS AUDITORS
The Board of Directors has appointed the firm of Arthur Andersen to examine
the financial statements of the Company for the year ending December 31, 1995,
subject to ratification by the stockholders. Arthur Andersen was employed by the
Company as its independent auditors for fiscal 1994. Stockholders are asked to
ratify the action of the Board of Directors in making such appointment.
It is expected that representatives of Arthur Andersen will attend the
Meeting, at which time they will be available to respond to appropriate
questions.
The Board of Directors recommends a vote for ratification, and it is
intended that proxies not marked to the contrary will be so voted. The
affirmative vote of the holders of a majority of the shares of the Common Stock
present at the Meeting in person or by proxy is required for the ratification of
the appointment of Arthur Andersen as the Company's auditors.
OTHER BUSINESS
Management knows of no business to be brought before the Meeting other than
Proposal 1 and Proposal 2 as set forth in the Notice of Annual Meeting. If any
other proposals come before the Meeting, it is intended that the shares
represented by proxies shall be voted in accordance with the judgment of the
person or persons exercising that authority conferred by the proxies.
ANNUAL REPORT
Financial statements of the Company, the Company's certified public
accountant's report thereof and management's discussion and analysis of the
Company's financial condition and results of operations are contained in the
Company's 1994 Annual Report to Stockholders and the Company's Annual Report on
Form 10-K, copies of which have been sent to each stockholder of record along
with a copy of this Proxy Statement. Neither the Annual Report nor the Form 10-K
is to be regarded as proxy soliciting material or communications by means of
which any solicitation is to be made.
11
<PAGE> 15
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next Annual
Meeting of Stockholders (to be held in 1996) must be received by the Company on
or before November 30, 1995, in order to be included in the proxy statement and
proxy for that meeting. The mailing address of the Company for submission of any
such proposals is given on the first page of this Proxy Statement.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE REQUESTED TO SIGN, DATE AND RETURN THE PROXY CARDS AS SOON AS POSSIBLE,
WHETHER OR NOT THEY EXPECT TO ATTEND THE UPCOMING ANNUAL MEETING IN PERSON.
By Order of the Board of Directors,
BRUCE C. CONWAY
Secretary
12
<PAGE> 16
PRELIMINARY COPY --
WHITEHALL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints George F. Baker,
Daniel R. Donham, and E. Forrest Campbell, III, and
each of them, with full power of substitution and
resubstitution, the attorney(s) and the proxy(ies)
of the undersigned, to vote all shares of Common
Stock of Whitehall Corporation (the "Company") which
the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on May 1, 1995,
and any adjournments or postponements thereof, with
all the powers the undersigned would possess if
personally present, on the following matters, as
instructed below, and, in their discretion, on such
other matters as may properly come before the
meeting.
1. ELECTION OF DIRECTORS.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as indicated to the contrary below) all nominees listed below
</TABLE>
George F. Baker, Bruce C. Conway, Arthur H. Hutton,
John J. McAtee, Jr., Jack S. Parker, Lewis S. White
and John H. Wilson
Instruction: If you wish to withhold authority and
preclude the proxy from voting for any
individual nominee(s), write the
name(s) in the space below:
----------------------------------------------------
2. RATIFICATION OF THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 1995.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION THE PROXIES NAMED ABOVE ARE
AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF EACH NOMINEE NAMED IN PROPOSAL
1 AND "FOR" PROPOSAL 2.
Dated:___________, 1995
Please fill in date
NOTE: Please sign
exactly as name appears
on this Proxy Card.
Joint owners should
each sign.
-----------------------
Signature of
Stockholder
-----------------------
Signature of
Stockholder
When signing as
Attorney, Executor,
Administrator, Trustee
or Guardian, please
give full title as
such. If signer is a
corporation, please
sign with the
corporation's full name
by a duly authorized
officer, stating title.
If signer is a
partnership, please
sign with the
partnership's full name
by an authorized
person.
