SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Filed by a Party other than the Registrant [ ]
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[ ] 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
The Keller Manufacturing Company, 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)(l) 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):
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(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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<PAGE>
THE KELLER MANUFACTURING COMPANY, INC.
701 N. Water Street
Corydon, IN 47112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, APRIL 28, 2000
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
on Friday, April 28, 2000, 1:30 P.M. at the Best Western Inn, Wyandotte Room,
115 Sky Park Dr. NE, Corydon, Indiana 47112, for the following purposes:
1. To elect three directors for terms expiring in April 2003.
2. To transact other business as may properly come before the
meeting.
Only stockholders of record at the close of business on March 15, 2000
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
It is important that your shares be represented and voted at the
meeting. Whether or not you plan to attend, please sign, date and mail the
enclosed proxy card at your earliest convenience. If you plan to attend the
meeting, you may withdraw your proxy and vote in person.
By order of the Board of Directors,
/s/ Danny L. Utz
Danny L. Utz
Secretary and Treasurer
Corydon, Indiana
March 24, 2000
<PAGE>
The Keller Manufacturing Company, Inc.
701 North Water Street
Corydon, IN 47112
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2000
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are being mailed on or about March 28, 2000 in connection with the
solicitation of proxies by the Board of Directors of The Keller Manufacturing
Company, Inc. (the "Company") for use at the 2000 Annual Meeting of Stockholders
("Annual Meeting") to be held at the Best Western Inn, 115 Sky Park Dr. NE,
Corydon, Indiana 47112 on Friday, April 28, 2000 at 1:30 P.M., and any
adjournment or postponement thereof, for the purposes set forth in the
accompanying Notice of the Meeting.
Shares represented by duly executed proxies in the accompanying form
received prior to the meeting and not revoked will be voted at the meeting or at
any adjournments thereof in accordance with the choices specified on the ballot.
If no choices are specified, it is the intention of the persons named as proxies
in the accompanying form of proxy to vote in favor of the nominees for election
as directors. Such proxy may be revoked by the person executing it at any time
before the authority thereby granted is exercised by giving written notice to
the Secretary of the Company, by delivery of a duly executed proxy bearing a
later date, or by voting in person at the meeting. Attendance at the meeting
will not have the effect of revoking a proxy unless the shareholder so attending
so notifies the secretary of the meeting in writing prior to voting of the
proxy.
The expenses of soliciting proxies for the Annual Meeting, including the
cost of preparing, assembling and mailing this proxy statement and the
accompanying form of proxy, will be borne by the Company. In addition to the
solicitation of proxies by mail, certain officers and regular employees of the
Company, without additional compensation, may use their personal efforts, by
telephone or otherwise, to obtain proxies. The Company will also request
persons, firms and corporations holding shares in their names, or in the names
of their nominees, which shares are beneficially owned by others, to send this
proxy material to and obtain proxies from such beneficial owners, and will
reimburse such holders for their reasonable expenses in so doing.
The presence in person or by proxy of shareholders holding a majority of
the outstanding shares of the Company's Common Stock will constitute a quorum
for the transaction of all business at the Annual Meeting. A shareholder voting
for the election of directors may withhold authority to vote for all nominees
for directors or may withhold authority to vote for certain nominees for
directors. Votes withheld from the election of any nominee for director and
abstentions from any other proposal will be treated as shares that are present
and entitled to vote for purposes of determining the presence of a quorum, but
will not be counted in the number of votes cast on any matter. If a broker does
not receive voting instructions from the beneficial owner of shares on a
particular matter and indicates on the proxy that it does not have discretionary
authority to vote on that matter, those shares will not be considered as present
and will not be entitled to vote with respect to that matter.
As of the close of business on March 15, 2000, the record date for the
Annual Meeting, there were outstanding and entitled to vote 5,612,129 shares of
Common Stock of the Company. Each outstanding share of Common Stock is entitled
to one vote. The Company has no other voting securities. Shareholders do not
have cumulative voting rights.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to beneficial ownership
of Common Stock of the Company as of December 31, 1999, by (i) each person who
is known by the Company to be a beneficial owner of more than 5% of outstanding
shares of Common Stock, (ii) each of the Company's directors, (iii) each
Executive named in the Executive Compensation Table, and (iv) all directors and
officers of the Company as a group.
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Shares Owned
------------------- ------------------ ------------
Robert A. Heazlitt 393,780 7.0%
-------------------
5770 Wulff Run Rd.
Cincinnati, OH 45233
Nancy A. Keller 291,634 5.2%
-----------------
7050 Old Hwy. 135 SW
Corydon, IN 47112
Robert W. Byrd (1) 194,214 3.5%
--------------------
5509 Foxcroft Rd.
Prospect, KY 40059
Marvin C. Miller (2) 113,646 2.0%
--------------------
2176 Hwy. 337 NW
Corydon, IN 47112
John C. Schenkenfelder (3) 49,125 *
--------------------------
2333 Village Dr.
Louisville, KY 40205
Steven W. Robertson (4) 37,705 *
---------------------------
31 Autumn Hill
Prospect, KY 40059
Gregory E. Fischer 5,000 *
--------------------
7410 Woodhill Valley Rd.
Louisville, KY 40241
Bradford T. Ray 1,700 *
-----------------
c/o Steel Technologies
15418 Shelbyville Rd.
Louisville, KY 40245
Danny L. Utz (5) 11,873 *
-------------------
3944 Crandall-Lanesville Rd.
Lanesville, IN 47136
2
<PAGE>
Ronald W. Humin 10,626 *
---------------
7601 Tallwood Rd.
Prospect, KY 40059
Philip J. Jacobs 495 *
----------------
c/o Evans Furniture
4600 Shelbyville Rd.
Louisville, KY 40207
John W. Heishman (6) 40,716 *
----------------------
165 Williams St.
Corydon, IN 47112
Scott A. Armstrong (7) 31,890 *
-----------------------
231 Sky Park Dr.
Corydon, IN 47112
Daniel P. Conway (8) 5,531 *
----------------------
387 Country Club Estate. Dr.
Corydon, IN 47112
Christopher R. Brown (9) 6,846 *
--------------------------
3106 Pebble Hill Ct.
Sellersburg, IN 47192
Keith R. Meriwether 4,367 *
-------------------
12108 Covered Bridge Rd.
Sellersburg, IN 47172
All Directors & Executive
Officers as a Group 513,734 9.1%
*Less than 1%
(1) Includes 128,393 shares owned by Mr. Byrd's wife, 9,000
shares held in trust for his son, 6,000 shares held in
trust for his daughter, 6,000 shares held in trust for
his grandson, 6,000 shares held in trust for his
granddaughter.
(2) All shares are held jointly by Mr. Miller with his wife.
(3) Includes 5,000 shares owned by Mr. Schenkenfelder's wife,
300 shares each for his three sons.
(4) All shares are held jointly by Mr. Robertson with his
wife.
(5) All shares are held jointly by Mr. Utz with his wife.
(6) All shares are held jointly by Mr. Heishman with his
wife.
(7) All shares are held jointly by Mr. Armstrong with his
wife.
(8) All shares are held jointly by Mr. Conway with his wife.
(9) Includes 1,229 shares held jointly by Mr. Brown with his
wife.
3
<PAGE>
Directors & Executive Officers
The following table sets forth certain information regarding the directors and
executive officers of the Company:
Director
Name Age Since Position
- ---- --- ----- --------
Robert W. Byrd (1) 64 1974 Chairman & Director
Steven W. Robertson 43 1990 President, CEO & Director
Marvin C. Miller 60 1969 Chief Operating Officer & Director
John C. Schenkenfelder 47 1992 Director
Ronald W. Humin 61 1991 Director
Philip J. Jacobs 65 1984 Director
Gregory E. Fisher 41 1998 Director
Bradford T. Ray 41 1997 Director
Danny L. Utz (1) 51 1999 V.P. Finance, Secretary, Treasurer,
& Director
Daniel P. Conway 41 ---- V.P. Personnel
Christopher R. Brown 40 ---- V.P. Engineering
Scott A. Armstrong 37 ---- Sr. V.P. Sales & Marketing
Keith R. Meriwether 36 ---- V.P. Sales & Marketing
John W. Heishman 57 ---- V.P. Manufacturing
(1) Member of the Pension Investment Committee of the Board of Directors
Nominees for Directors
John C. Schenkenfelder has served as First Vice President of Investments with
Paine Webber in Louisville, KY since 1990. He was previously employed with
Prudential Bache from 1980 to 1990.
Ronald W. Humin is President of Flexible Materials, a manufacturer of flexible
veneer sheets, panels and edgebanding products, and has been employed with
Flexible Materials for twenty-four years.
Scott A. Armstrong has been promoted to Sr. Vice President of Sales & Marketing
as of January 2000. Mr. Armstrong had been Vice President of Marketing since
1996. Mr. Armstrong served as Marketing Sales Manager from 1987 to 1996. He
started with The Keller Manufacturing in 1985 as a Production Supervisor at
Corydon.
Continuing Directors
Robert W. Byrd has served as Chairman of the Board since 1998 and as President
and Chief Executive Officer of the Company since July 1988. Mr. Byrd has retired
as President and Chief Executive Officer as of December 31, 1999 but will remain
as Chairman of the Board. Mr. Byrd has served as Executive Vice President from
January 1986 to July 1988 and has been employed with the Company since 1974.
Steven W. Robertson was promoted to President and Chief Executive Officer of the
Company as of January 2000. Mr. Robertson had served as Vice President of
Marketing and Sales since July 1992. Mr. Robertson was V.P. of Marketing from
1989 to 1992. From 1986 to 1989 he served as Sales & Product Manager and was
Product Engineer from 1981 to 1986. Mr. Robertson started with the Company in
1979 as a production supervisor.
Marvin C. Miller has served as Chief Operating Officer since May of 1999. Mr.
Miller had served as Vice President of Information Systems since January 1996.
Mr. Miller was Vice President of Engineering from January 1976 to January 1996.
Mr. Miller served as Plant Manager for New Salisbury from February 1974 to
January 1976 and also at Corydon from February 1969 to February 1974. Mr. Miller
has worked for the Company since April 1964.
4
<PAGE>
Bradford T. Ray is currently President and Chief Operating Officer of Steel
Technologies, Inc. He has been employed with Steel Technologies since 1981.
Danny L. Utz has served as Vice President of Finance since January 1992. Mr. Utz
had been Treasurer/Controller from 1988 to 1992. He served as Office Manager
from 1983 to 1988. Mr. Utz started with the Company in 1973 as Accounts Payable
Manager and General Accountant.
Philip J. Jacobs has served as President of Evans Furniture in Louisville, KY
since 1975, and has been employed with Evans Furniture since 1965.
Retiring Directors
Gregory E. Fischer was a co-founder and President of SerVend International, Inc.
until the sale of the company to Monitowoc Company in 1998. Mr. Fischer is
currently employed with the existing company until his planned retirement in
March of 2000. Mr. Fischer has decided to retire from the Board of Directors
when his term expires in April 2000.
Other Executive Officers
John W. Heishman was promoted to Vice President of Manufacturing in 1998. He was
V.P. of Operations from 1996 to 1998. Mr. Heishman served as Plant Manager of
New Salisbury from 1976 to 1996. He had started as an employee at the Company in
1961 in the Assembly Department and was promoted to Production Supervisor in
1965 and then to Superintendent in 1974.
Daniel P. Conway has served as Vice President of Personnel since 1996. Mr.
Conway was Personnel Manager from 1988 to 1996 and started with the Company in
1984 as a Production Supervisor. From 1982 to 1984, Mr. Conway was employed with
John Hancock Company as a Personal Financial Planning Agent.
Christopher R. Brown has served as Vice President of Engineering since 1996. He
was Plant Engineer from 1993 to 1996. Mr. Brown started with the Company in 1982
as Maintenance Manager / Project Engineer at the New Salisbury Plant and was
promoted to Process Engineer in 1987.
Keith R. Meriwether has been promoted to Vice President of Sales & Marketing as
of January 2000. Mr. Meriwether had served as Vice President of Sales since
1999. Mr. Meriwether served as sales manager since 1990 and as a production
foreman from 1987 to 1990.
Election of Directors
There shall be nine (9) directors of the Corporation, whose terms shall be
staggered by dividing the total number of directors into three (3) groups, each
containing one-third (1/3) of the total. At each annual meeting of shareholders,
three (3) directors shall be elected for a term of three (3) years to succeed
those whose terms expire. Despite the expiration of a director's term, the
director continues to serve until a successor is elected and qualifies or until
there is a decrease in the number of directors. Directors may be removed in
accordance with the applicable State law.
Directors Compensation
Directors will have four (4) quarterly meetings in the year 2000. The Board of
Directors met five times during 1999, and no director attended less than 75% of
those meetings. A fee of $2,250 is paid to directors for each meeting that they
attend.
5
<PAGE>
Stock Options
Effective September 14, 1999, the Board of Directors approved the Craftsman
Stock Option Plan. The following table summarizes the stock options granted to
directors and executive officers listed previously. The options have an exercise
price of $8.00, are exercisable immediately, and are effective until September
14, 2003.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST CALENDAR YEAR
Number of % of Total
Securities Underlying Options Granted Exercise Expiration
Name Options Granted To Employees in Year Price Date
---- ---------------- -------------------- ----- ----
<S> <C> <C> <C> <C>
Robert W. Byrd 1,750 5.2% $8.00 9/14/2003
Marvin C. Miller 500 1.5% $8.00 9/14/2003
Danny L. Utz 500 1.5% $8.00 9/14/2003
Steven W. Robertson 500 1.5% $8.00 9/14/2003
Christopher R. Brown 250 0.7% $8.00 9/14/2003
Daniel P. Conway 250 0.7% $8.00 9/14/2003
Scott A. Armstrong 250 0.7% $8.00 9/14/2003
Keith R. Meriwether 250 0.7% $8.00 9/14/2003
John W. Heishman 250 0.7% $8.00 9/14/2003
John C. Schenkenfelder 250 0.7% $8.00 9/14/2003
Ronald W. Humin 250 0.7% $8.00 9/14/2003
Philip J. Jacobs 250 0.7% $8.00 9/14/2003
Gregory E. Fischer 250 0.7% $8.00 9/14/2003
Bradford T. Ray 250 0.7% $8.00 9/14/2003
</TABLE>
Executive Compensation
There were a total of 9 executive officers for Keller Manufacturing in 1999. The
following table provides certain summary information concerning compensation
paid to or accrued by the Company's Chief Executive Officer and the four (4)
highest earning executive officers (the "Named Executive Officers") for all
services rendered in all capacities to the Company during the fiscal year ended
December 31, 1999.
<TABLE>
<CAPTION>
Annual Compensation Restricted
Name and Principal Other Annual Stock
Position Year Salary ($) Bonus($)1 Compensation ($)2 Awards ($)
- -------- ---- ---------- --------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
Robert W. Byrd 1999 $237,862 $111,315 $10,250 $0
CEO 1998 $233,718 $159,257 $8,750 $18,359
Danny L. Utz 1999 $67,455 $35,052 $10,250 $0
V.P. Finance, 1998 $65,391 $49,508 $2,000 $3,378
Secretary & Treasurer
John Heishman 1999 $116,204 $55,421 $0
V.P. Plant Operations 1998 $119,456 $77,550 $24,512
Steven W. Robertson 1999 $105,612 $53,526 $9,250 $0
V.P. Marketing & Sales 1998 $101,261 $74,780 $7,500 $18,359
Marvin C. Miller 1999 $106,700 $52,105 $9,250 $0
V.P. Information 1998 $102,654 $72,704 $7,500 $18,310
Systems
<FN>
1 Reflects award in both cash and Company Stock
2 Represents compensation paid to each individual as a Director of the
Company and Pension Investment Committee Member
</FN>
</TABLE>
6
<PAGE>
Pension Plan Benefits
All executives were eligible for and were participants in 1999 in The Keller
Manufacturing Company, Inc. Employees' Pension Plan. An executive's retirement
benefit under the plan at normal retirement age is determined by the following
formula: 2/3 of 1% of the average monthly compensation (determined by taking the
five (5) highest annual earnings), multiplied by the number of years of service
with the Company; in addition, each Named Executive Officer who was a
participant in 1990 accrues a benefit of 1.5% of his or her monthly
compensation.
The estimated annual benefits payable upon retirement at normal retirement age
for each of the named executive officers is as follows:
Executive Officer Annual Normal Retirement Benefit (Life Annuity)
- ----------------- -----------------------------------------------
Projected to Age 65
-------------------
Scott A. Armstrong $33,218
Christopher R. Brown $34,934
Robert W. Byrd $41,165
Daniel P. Conway $22,388
John W. Heishman $53,801
Keith R. Meriwether $25,013
Marvin C. Miller $47,544
Steven W. Robertson $49,059
Danny L. Utz $32,771
Committees
Keller has an Audit Committee comprised of Brad Ray, John Schenkenfelder and Dan
Utz which is empowered to review audit results and financial statements, review
the system of internal control and reports or makes recommendations to the
Board.
Keller has a Compensation Committee comprised of Robert Byrd, Steven Robertson
and Marvin Miller. The Committee has the responsibility for the Company's
executive compensation programs. The salary, and any periodic increase thereof,
of the President and Chief Executive Officer were and are determined by the
Board of Directors of the Company, based on recommendations made by the
Compensation Committee. The salaries, and any periodic increases thereof, of all
other executive officers were and are determined by the Board of Directors,
based on Committee recommendations.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Compensation
Committee") has responsibility for the Company's executive compensation program.
The Compensation Committee is currently comprised of Robert W. Byrd, Steven W.
Robertson and Marvin C. Miller. The following report is submitted by the members
of the Compensation Committee.
The Company's executive compensation program is designed to align executive
compensation with financial performance, business strategies and Company values
and objectives. The Company's compensation philosophy is to ensure that the
delivery of compensation, both in the short and long term, is consistent with
the sustained progress, growth and profitability of the Company and acts as an
inducement to attract and retain qualified individuals. This program seeks to
enhance the profitability of the Company, and thereby enhance shareholder value,
by linking the financial interests of the Company's executives with those of its
long-term shareholders. Under the guidance of the Company's Compensation
Committee of the Board of Directors, the Company has developed and implemented
an executive compensation program to achieve these objectives while providing
executives with compensation opportunities that are competitive with companies
of comparable size in related industries.
7
<PAGE>
The Company's executive compensation program has been designed to implement the
objectives described above and is comprised of the following fundamental
element:
o A base salary that is determined by individual contributions and
sustained performance within an established competitive salary range.
Pay for performance recognizes the achievement of financial goals,
accomplishment of corporate and functional objectives, and performance
of individual business units of the Company.
Base Salary. The salary, and any periodic increase thereof, of the President and
Chief Executive Officer were and are determined by the Board of Directors of the
Company based on recommendations made by the Compensation Committee, excluding
Robert W. Byrd. The salaries, and any periodic increases thereof of all other
executive officers were and are determined by the Board of Directors based on
the Committee recommendations.
The Company, in establishing base salaries, levels of incidental and/or
supplemental compensation, and incentive compensation programs for its officers
and key executives, assesses periodic compensation surveys and published data
covering the Company's industry and industry in general. The level of base
salary compensation for officers and key executives is determined by both their
scope of responsibility and the established salary ranges for officers and key
executives of the Company. Periodic increases in base salary are dependent on
the executive's proficiency of performance in the individual's position for a
given period and on the executive's competency, skill and experience.
Compensation levels for fiscal 1999 for the President and Chief Executive
Officer, and for the other executive officers of the Company, reflected the
performance of the Company in fiscal 1998 as well as the accomplishment of
corporate and functional objectives.
Respectfully submitted,
Robert W. Byrd
Steven W. Robertson
Marvin C. Miller
Keller has a Long Term Equity Incentive Plan Committee comprised of Steve
Robertson, Dan Conway and Dan Utz. The Plan shall be administered by the
Committee, which shall serve at the pleasure of the Board of Directors. The
Committee shall have full authority to administer the Plan, including authority
to interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary to comply with
the requirements of the Plan or any applicable law.
The Committee shall, subject to the terms of this Plan, have the authority to:
(i) select the eligible employees who shall receive Awards, (ii) grant Awards,
(iii) determine the types and sizes of Awards to be granted to employees, (iv)
determine the terms, conditions, vesting periods, and restrictions applicable to
Awards, (v) adopt, alter, and repeal administrative rules and practices
governing this Plan, (vi) interpret the terms and provisions of this Plan and
any Awards granted under this Plan, (vii) prescribe the forms of any Award
Agreements or other instruments relating to Awards, and (viii) otherwise
supervise the administration of this Plan. The Committee may delegate any of its
authority to any other person or persons that it deems appropriate.
All actions taken and all interpretations and determinations made in good faith
by the Committee, or made by any other person or persons to whom the Committee
has delegated authority, shall be final and binding upon all Participants, the
Company, and all other interested persons. All decisions by the Committee shall
be made with the approval of not less than a majority of its members. Members of
the Committee who are eligible for Awards may vote on any matters affecting the
administration of the Plan or the grant of any Awards pursuant to the Plan,
except that no such member shall act upon the granting of an Award to himself;
but any such member may be counted in determining the existence of a quorum of
the Committee. The Committee met two (2) times in 1999 with all members
attending at least 75% of those meetings.
8
<PAGE>
Keller has a Craftsman Stock Option Plan Committee comprised of Carolyn McAdams,
Dan Utz and Dan Conway. The Committee shall have the full power and authority to
take all actions and make all determinations required or provided for under this
Plan; to interpret and construe the provisions of this Plan or any Option
Agreement, which interpretation or construction shall be final, conclusive and
binding on the Company, the Employer and the Optionee; and to take any and all
other actions and make any and all other determinations not inconsistent with
the specific terms and provisions of the Plan which the Committee deems
necessary or appropriate in the administration of this Plan.
All actions and determinations of the Committee shall be made by a unanimous
affirmative vote, or by unanimous written consent. Each member of the Committee
shall be entitled to vote on any matters affecting the administration of this
Plan or the grant of any Options pursuant to this Plan; however, no member shall
act upon the granting of an Option to himself or herself except pursuant to
action taken by unanimous written consent. This committee met three (3) times in
1999 with all members attending at least 75% of those meetings.
Performance Graph
The following graph compares the performance of the Company's Common Stock to
the Standard & Poors 500 Index and to a peer group, which is a Furniture Stock
Index published by Furniture Today of the stocks of 30 publicly traded furniture
companies. Information reflected on the graph assumes an investment of $100 on
December 31, 1994 in Company Common Stock or based on the indexes listed.
Cumulative total return assumes reinvestment of dividends.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Index Description 12/19/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------- --------- --------- -------- -------- -------- ---------
Keller................... $ 100.00 $ 116.8 $ 158.30 $ 350.00 $ 312.50 $ 151.50
Furniture Today Index.... $ 100.00 $ 100.30 $ 135.60 $ 176.00 $ 186.80 $ 160.30
S & P 500................ $ 100.00 $ 137.60 $ 169.20 $ 226.00 $ 290.50 $ 351.10
</TABLE>
COMPLIANCE WITH REPORTING REQUIREMENTS OF SECTION 16(a) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 required the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) reports
they file. To the knowledge of the Company, all Section 16(a) filing
requirements applicable to the Company's officers, directors and greater than
ten-percent beneficial owners have been made in a timely manner.
9
<PAGE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP audited the financial statements of the Company for the
year ended December 31, 1999.
ANNUAL REPORT
A copy of the company's 1999 Annual Report to Stockholders, including
consolidated financial statements for the year ended December 31, 1999, is
enclosed with this Proxy Statement. The 1999 Annual Report to Stockholders does
not constitute proxy-soliciting material.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals for the 2000 Annual Meeting of Stockholders must be
received by the Company at its corporate office no later than November 27, 2000
and must be submitted in accordance with all rules and regulations under the
Securities Exchange Act of 1934.
