THE ZIEGLER COMPANIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Monday, April 24, 1995
TO THE SHAREHOLDERS OF THE ZIEGLER COMPANIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The Ziegler
Companies, Inc., will be held on Monday, April 24, 1995 at 10:00 A.M. (Central
Daylight Time) at the West Bend Inn, 2520 West Washington Street, West Bend,
Wisconsin, for the following purposes:
1. To elect three directors for a term of three years.
2. To vote on a proposal to ratify the retention of Arthur
Andersen LLP as auditors for 1995.
3. To transact any other business which may properly come
before the meeting, or any adjournments thereof.
Shareholders of record at the close of business on February 20, 1995 will be
entitled to vote at the meeting and any adjournments thereof.
A PROXY AND PROXY STATEMENT ARE ENCLOSED HEREWITH.
YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION
AT THIS MEETING, PLEASE FILL IN THE ENCLOSED PROXY,
WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN
EXACTLY AS YOUR NAME APPEARS AND RETURN IMMEDIATELY.
SHAREHOLDERS WHO EXECUTE PROXIES RETAIN THE RIGHT TO
REVOKE THEM AT ANY TIME BEFORE THEY ARE VOTED.
By Order of the Board of Directors,
Janine R. Schmidt
Secretary
March 3, 1995
215 North Main Street
West Bend, Wisconsin 53095
THE ZIEGLER COMPANIES, INC.
215 North Main Street
West Bend, Wisconsin 53095
March 3, 1995
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MONDAY, APRIL 24, 1995
This proxy statement is being mailed to the shareholders of The Ziegler
Companies, Inc. (the "Company") on March 3, 1995, in connection with the
solicitation by the Board of Directors of the Company of proxies for use at
the annual meeting of the shareholders to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin, at 10:00 A.M., (Central Daylight
Time) on Monday, April 24, 1995, and at any adjournments of such meeting.
Execution of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the meeting and to vote in person. Presence at
the meeting of a shareholder who has signed a proxy does not in itself revoke
a proxy. Any shareholder giving a proxy may revoke it at any time before it
is exercised by giving notice thereof to the Company in writing or in open
meeting. Unless so revoked, the shares represented by proxies will be voted
at the meeting and at any adjournments thereof. Where a shareholder specifies
a choice by means of a ballot provided in the proxy, the shares will be voted
in accordance with such specification.
Only shareholders of record on February 20, 1995 are entitled to vote at the
meeting. As of that date, the Company's issued and outstanding voting
securities consisted of 2,449,643 shares of Common Stock, each having one vote
per share.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is a tabulation indicating those persons who, as of February
20, 1995, were known by the Company to be the beneficial owners of more than
5% of any class of the Company's voting securities. The following information
is based on reports on Schedule 13D filed with the Securities and Exchange
Commission or other reliable information. To the best of the Company's
knowledge, all shareholdings represent shares actually owned and do not
include shares which the designated person has the right to acquire.
<TABLE>
<CAPTION>
Name and Address Amount and Nature
Title of of Beneficial of Beneficial Percent
Class Owner Ownership of Class
<S> <C> <C> <C> <C>
Common Stock Peter R. Kellogg (1) 400,000 16.32%
$1.00 Par Value 120 Broadway
New York, New York
Bernard C. Ziegler (2) 129,480 5.28%
5402 Highway Z
West Bend, Wisconsin
</TABLE>
(1) Mr. Peter R. Kellogg, Chief Executive Officer and Senior Partner, Spear,
Leeds & Kellogg, 120 Broadway, New York, New York filed a Form 4 dated
July 6, 1994 with the Securities and Exchange Commission disclosing that
as of June 30, 1994, Mr. Kellogg beneficially owned an aggregate of
400,000 shares of the Company's common stock. Of those shares, 100,000
shares were owned by Mr. Kellogg personally, and 150,000 shares were
owned by I.A.T. Reinsurance Syndicate, Ltd. ("IAT"), a Bermuda
corporation of which Mr. Kellogg is the sole holder of voting stock. In
addition, Mr. Kellogg may be deemed to be the indirect beneficial owner
of 100,000 shares of common stock held by his wife, and 50,000 shares of
common stock held by the Peter R. and Cynthia K. Kellogg Foundation, by
virtue of his shared disposition and voting power. The aggregate number
of shares of common stock, with respect to which Mr. Kellogg may be
deemed to be the beneficial owner is 400,000 shares.
(2) Shares include an aggregate of 36,676 shares beneficially owned by Mr.
Ziegler's spouse. Mr. Ziegler disclaims beneficial ownership of such
shares.
Set forth below is a tabulation indicating as of February 20, 1995, the shares
of equity securities of the Company and its subsidiary corporations,
beneficially owned by (i) each of the executive officers of the Company or its
subsidiaries, (ii) each director of the Company and each nominee for director
of the Company and (iii) by all directors and executive officers of the
Company as a group. Except as indicated below, no such person owns in excess
of 1% of the outstanding shares of any class of the Company's equity
securities. Except as indicated in the footnotes, each person has sole voting
and dispositive power with respect to the number of shares indicated.
<TABLE>
<CAPTION>
Amount and Nature
Title of Name of of Beneficial Percent
Class Beneficial Owner Ownership (3)(4) of Class
<S> <C> <C> <C>
Common Stock Peter R. Kellogg (1) 400,000 16.32%
$1.00 Par Value R. Douglas Ziegler (1) 104,604 4.27%
William R. Holmquist (1) 58,635 2.39%
Bernard C. Ziegler III (2) 27,252 1.11%
Peter D. Ziegler (2) 22,466
Patrick D. J. Kenny (1)(2) 20,248
Ronald N. Spears 15,893
S. Charles O'Meara 11,433
Thomas J. Rolfs 7,618
Vernon C. Van Vooren (1) 5,320
Lynn R. Van Horn 4,617
John C. Wagner 1,545
Jeffrey C. Vredenbregt 1,460
John R. Green 1,100
John C. Frueh 500
Frederick J. Wenzel 300
All directors and executive officers
as a group TOTAL 682,991
TOTAL PERCENT OF CLASS 27.88%
</TABLE>
(1) Shares shown include an aggregate of 314,515 shares of common stock to
which all such nominees and directors disclaim beneficial ownership.
Such shares are beneficially owned in the amounts indicated: Mr.
Kellogg (300,000); Mr. R. Douglas Ziegler (2,528); Mr. Holmquist
(6,735); Mr. P. D. Ziegler (1,800); Mr. Kenny (3,352); and Mr. Van
Vooren (100).
(2) Shares shown include an aggregate of 20,142 shares of common stock which
are held in trusts of which nominees and directors are trustees or in
custodian accounts for minors as to which directors serve as custodians,
in the amount indicated: Mr. Kenny (11,392) (co-trustee, shared voting
and investment power); Mr. Peter D. Ziegler (4,600) (custodian, sole
voting and investment power) and (3,000) (co-trustee, shared voting and
investment power); and Mr. B. C. Ziegler III (1,150) (co-trustee, shared
voting and investment power). These nominees and directors disclaim
beneficial ownership of these shares other than sole or shared voting
and investment power as indicated.
(3) Includes shares of Common Stock which, as of February 20, 1995, were
subject to outstanding stock options exercisable within 60 days as
follows: Mr. P. D. Ziegler, 3,067 shares; Mr. Van Vooren, 820 shares;
Mr. Van Horn, 2,000 shares; Mr. R. D. Ziegler, 500 shares; Mr. O'Meara,
11,333 shares; Mr. Wagner, 1,497 shares; and stock options for all
directors and executive officers as a group, 21,050 shares.
(4) Except as otherwise indicated in the previous footnotes, all stock
ownership is direct.
ELECTION OF DIRECTORS
The Board of Directors consists of nine members of whom an equal number are
elected each year to serve for terms of three years or until their successors
are elected. It is intended that the enclosed proxy will be voted for the
election of Messrs. P. D. Ziegler, F. J. Wenzel and P. R. Kellogg for terms
expiring in 1998. Messrs. Ziegler and Wenzel are presently directors and were
elected by a vote of the shareholders. Mr. Kellogg is being nominated to fill
the position being vacated by Mr. T. J. Rolfs who will retire from the Board
of Directors on April 24, 1995 under the Company's mandatory retirement age.
Directors are elected by a plurality of the votes cast by the Company's
shareholders at a meeting at which a quorum is present. "Plurality" means
that the individuals who receive the greatest number of votes cast are elected
as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by abstention, broker
non-vote or otherwise) have no impact on the election of directors except to
the extent the failure to vote for an individual results in another individual
receiving a larger proportion of votes actually cast. Under Wisconsin law,
cumulative voting for directors is permitted but is not presently provided for
in the Company's Articles of Incorporation.
Information with respect to such nominees and other directors is set forth as
follows:
<TABLE>
<CAPTION>
Name, Age, Principal Occupation Director of Company or a Subsidiary
and Public Directorships (1) Thereof Continuously Since
<S> <C>
Class of 1995 (Nominees)
(Term will expire in 1998)
Peter D. Ziegler, Age 45 1986
President and Chief Executive Officer
of the Company; Director, West Bend
Mutual Insurance Company, West Bend,
Wisconsin; Director, Trustmark Insurance
Company, Lake Forest, Illinois
Frederick J. Wenzel, Age 64 (1) 1993
Advisor to the President, Marshfield
Clinic, Marshfield, Wisconsin, a
multi-specialty medical clinic;
Executive Director and Chief Executive
Officer, Medical Group Management
Association, Englewood, Colorado
Peter R. Kellogg, Age 52 -
Chief Executive Officer and Senior
Partner, Spear, Leeds & Kellogg,
a specialist firm on the New York
Stock Exchange; Director, Interstate
Johnson Lane, Inc.
Class of 1996
(Term will expire in 1996)
William R. Holmquist, Age 69 1975
Retired Senior Vice President -
Marketing of the Company
Patrick D. J. Kenny, Age 54 (1) 1973
Director of University Facilities,
Mercer University, Macon, Georgia
Bernard C. Ziegler III, Age 45 1993
President, Ziegler/Limbach, Inc.,
West Bend, Wisconsin, a business and
real estate development firm
Class of 1997
(Term will expire in 1997)
R. Douglas Ziegler, Age 68 1952
Chairman of the Board of the Company;
Director, Johnson Controls, Inc.,
Milwaukee, Wisconsin; Principal
Preservation Portfolios, Inc.
John C. Frueh, Age 60 1976
President, Aegis Group, Inc., Pittsburgh,
Pennsylvania, a firm specializing in
acquisition and management of manufacturing
and distributing companies
John R. Green, age 50 1994
Partner, Green Manning & Bunch, Denver,
Colorado, a merchant banking firm
</TABLE>
(1) Each of the nominees and directors has been in his principal occupation
for the past five years or longer with the following exceptions:
Mr. Wenzel was Executive Director of the Marshfield Clinic from
August 1976 to June 1993.
Mr. Kenny was a colonel in the United States Army until October
5, 1992, when he retired. He served as Senior Vice President,
Columbus, Georgia Chamber of Commerce from October 5, 1992 until
October 1, 1993 when he joined Mercer University.
Messrs. R. D. Ziegler, P. D. Ziegler (son of Mr. R. D. Ziegler), B. C. Ziegler
III (nephew of Mr. R. D. Ziegler) and trusts or custodian accounts as to which
either Mr. P. D. Ziegler or Mr. B. C. Ziegler III serve as co-trustee or
custodian own beneficially 6.29% of the outstanding common stock of the
Company.
EXECUTIVE COMPENSATION
The Summary Compensation Table on page 9 shows the compensation for the past
three years of the Company's Chief Executive Officer and of each of the
Company's other executive officers who were serving as such during 1994, and
whose compensation exceeded $100,000.
The table on page 10 shows information concerning the exercise of stock
options during 1994 by each of the executive officers named in the Summary
Compensation Table and the fiscal year-end value of unexercised options held
by each such executive officer.
* * * * * * * *
Ziegler Growth Retirement Plan. All regular employees, including executive
officers, of B. C. Ziegler and Company and designated subsidiaries, who have
met certain length of service requirements are eligible to participate in the
Ziegler Growth Retirement Plan ("Growth Plan"). The Growth Plan consists of
two components, the 401(k) component and the profit sharing component. Under
the 401(k) component, participants may elect to contribute from 1% to 6% of
their monthly compensation (the "Participant's Contribution"). Each
Participant Contribution constitutes a salary reduction which has the effect
of reducing the participant's compensation for Federal income tax purposes.
B. C. Ziegler and Company contributes, on behalf of each participant, an
amount equal to 50% of each Participant's Contribution. Under the profit
sharing component, B. C. Ziegler and Company makes an annual determination,
based on its profitability, of the amount it will contribute to the Growth
Plan as a profit sharing contribution. Funds contributed by the corporation
will be allocated ratably to each participant's account in amounts up to 6% of
the participant's annual compensation. For 1994, the Company's profit sharing
contribution was 3% of eligible compensation.
Amounts contributed, accrued or vested for the fiscal year 1994, under the
Growth Plan were $47,561 for all executive officers as a group and $668,383
for all employees as a group.
* * * * * * * *
Incentive Stock Option Plan. On April 19, 1993, the shareholders of the
Company approved the adoption of The Ziegler Company, Inc. 1993 Employees'
Stock Incentive Plan ("1993 Plan"). Pursuant to the 1993 Plan, the Company
granted qualified statutory stock options for an aggregate of 54,500 shares of
the Common Stock of the Company to certain officers of the Company on December
29, 1993. The option price for each share under the options granted on
December 29, 1993 is $16.625. The options expire on December 28, 2003, unless
earlier terminated in connection with an employee's retirement, death,
disability, or separation from the Company. The right of an employee to
exercise an option is subject to a vesting schedule which provides that one-
third of the shares subject to the option vest on each of the first three
anniversaries of the grant.
Pursuant to the 1993 Employees' Stock Incentive Plan, on January 26, 1994, the
Company issued an aggregate of 49,000 shares of restricted Common Stock of the
Company to certain key employees in the Ziegler Securities Division of B. C.
Ziegler and Company. Also pursuant to the 1993 Employees' Stock Incentive
Plan, the Company issued an aggregate of 11,313 shares of restricted Common
Stock to certain key employees in the Ziegler Securities Division on January
27, 1995. Under the restricted stock grants, an employee's title to the
shares of restricted Common Stock is subject to full or partial forfeiture in
accordance with a vesting schedule in the event that the employee's employment
with the Company terminates for any reason before the restricted Common Stock
is fully vested. The vesting schedule for the restricted Common Stock issued
in 1994 extends to 2003, and the vesting schedule for the restricted Common
Stock issued in 1995 extends to 2000. Pending vesting of the restricted
shares of Common Stock, an employee is entitled to vote the restricted shares
and receive dividends on the restricted shares. Employees may not transfer
restricted shares until they are vested.
On January 22, 1993, a nonstatutory option was granted to an executive officer
of the Company for 10,000 shares at a per share option price of $15.125. The
option has a duration of ten years from the date of its grant.
* * * * * * * *
Employee Stock Purchase Plan. On February 10, 1989, the Board of Directors
adopted The Ziegler Company, Inc. 1989 Employees' Stock Purchase Plan (the
"1989 Plan"). The purpose of the Plan is to provide employees of the Company
and certain of its subsidiaries with the opportunity to purchase shares of
Common Stock and thereby share in the ownership of the Company. 150,000
shares of Common Stock, $1.00 par value may be issued under the Plan.
All full-time employees of the Company and any of its designated subsidiaries
who have been employed at least two years are eligible to participate in the
Plan. No employee may participate if he would own, directly or indirectly, 5%
or more of the total combined voting power or value of all classes of Company
stock.
On such dates as may be determined by the Company's Compensation Committee,
options to purchase 10 shares of Common Stock for each $1,000 or fraction
thereof of compensation earned in the calendar year immediately prior to the
grant of the option will be granted to eligible employees. The purchase price
per share shall not be less than 85% of the fair market value of the Common
Stock on the date of exercise. The Compensation Committee may specify the
maximum number of shares which may be purchased by an employee. The term of
any option shall be determined by the Compensation Committee, but shall not
exceed five years following the date of grant.
On March 15, 1993, the Board of Directors granted options effective May 1,
1993 to 224 eligible employees to purchase a total of 80,960 shares of the
Company's common stock at a purchase price equal to 85% of the fair market
value of the common stock on the date the options are exercised. On the
effective date of the grant of the options, the market price of the Company's
common stock was $17.25 per share. The options have a term of two years after
which the unexercised options will expire and the balance of the unexercised
shares will become available to be re-issued pursuant to subsequent option
grants. P. D. Ziegler, R. N. Spears, L. R. Van Horn and V. C. Van Vooren were
each granted options to purchase shares of common stock in the following
amounts respectively: 1,500, 1,070, 780 and 820. All present executive
officers as a group were granted options to purchase 5,990 shares of common
stock and all employees including executive officers as a group were granted
options to purchase 80,960 shares of common stock.
No options or SARs were granted to any of the named executive officers during
1994.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Securities
Underlying
Options/ Long-
Stock Term
Other Apprecia- Incen- All
Name Annual Restricted tion tive Other
and Compensa- Stock Rights Plan Compensa-
Principal Salary Bonus tion Award (SAR's) Payouts tion
Position Year ($) ($) ($)(1) ($) (#) ($) ($)(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P. D. Ziegler 1994 171,600 None 2,948 None 8,400 None 10,926
President 1993 165,000 80,000 None None 9,500 None 18,667
and CEO 1992 150,000 100,000 None None None None 14,640
R. N. Spears 1994 113,110 12,000 2,782 None 4,000 None 11,150
Sr. Vice 1993 112,331 56,000 None None 5,070 None 13,969
President 1992 107,494 63,000 2,640 None None None 11,341
S. C. O'Meara 1994 104,000 7,500 None None 14,000 None 7,252
Sr. Vice Pres. 1993 96,218 25,000 None None 14,000 None 768
and Gen. Cnsl. 1992 - - - - - - -
L. R. Van Horn 1994 93,600 15,000 None None 6,780 None 8,851
Sr. Vice Pres.- 1993 90,000 55,000 None None 6,780 None 11,685
Finance 1992 78,000 60,000 None None None None 8,439
J. C. Wagner(3) 1994 91,724 15,000 None None 2,830 None 8,213
Sr. Vice Pres.- 1993 - - - - - - -
Retail Sales 1992 - - - - - - -
</TABLE>
(1) Value realized upon exercise of stock options.
(2) Payments by B. C. Ziegler and Company under the Growth Plan (Mr.
Ziegler, $9,000; Mr. Spears, $8,495; Mr. O'Meara, $6,355; Mr.
Van Horn, $7,266; and Mr. Wagner, $6,643) and premiums paid by the
Company for term life insurance and long-term disability insurance
(Mr. Ziegler, $1,193; Mr. Spears, $970; Mr. O'Meara, $897; Mr.
Van Horn, $837; and Mr. Wagner, $822) and taxable fringe benefits and
commission (Mr. Ziegler, $733; Mr. Spears, $1,685; Mr. Van Horn,
$748; Mr. Wagner, $748.)
(3) Mr. Wagner did not serve as an executive officer during 1992 and 1993.
<PAGE>
<TABLE>
AGGREGATED OPTION/STOCK APPRECIATION RIGHT (SAR)
EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised
Securities In-the-Money
Underlying Options/SARs
Unexercised at
Options/SARs at December 31, 1994
December 31, 1994 ($)
Number of Value
Shares Acquired Realized
Name on Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
P. D. Ziegler 1,100 2,948 3,067 / 5,333 $ 900 / $ -
R. N. Spears 1,070 2,782 1,333 / 2,667 $ - / $ -
L. R. Van Horn - - 2,780 / 4,000 $1,755 / $ -
S. C. O'Meara - - 11,333 / 2,667 $ - / $ -
J. C. Wagner - - 1,497 / 1,333 $1,868 / $ -
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
William R. Holmquist, a member of the Compensation Committee, was formerly the
Senior Vice President - Marketing of the Company. Mr. Holmquist retired from
that position in 1989.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for making recommendations on the
compensation of the Company's executive officers to the Board of Directors.
In making its recommendations, the Compensation Committee considered a variety
of factors. Among the factors considered are the following: (1) the
financial performance of the Company as a whole on both a long-term and short-
term basis (including net income and return on average shareholders' equity);
(2) with respect to each individual executive officer, the financial
performance of that area of the Company, if any, for which such executive is
responsible, (3) the compensation levels of executive officers in similar
positions in similar companies; (4) the length of service by the employee to
the Company; (5) the Company's evaluation of the executive's overall job
performance; and (6) any other material information which the Compensation
Committee deems appropriate in the case of any particular individual. With
regard to any individual executive officer, the Compensation Committee may
weigh one or more of the above factors more heavily than the other factors.
The Committee annually considers discretionary bonuses for executive officers
as a short-term incentive. In response to the decline in many of the
indicators of the Company's financial performance, the amount of discretionary
bonuses to executive officers and to other employee groups within the Company
were substantially reduced from the preceding year. In addition, the
Company's profit sharing contribution, which had been 6% of employees'
eligible compensation for 1993, was reduced to 3% for 1994.
In lieu of a portion of annual cash bonus and in part as a long-term
incentive, the Company awarded 11,313 shares of restricted stock to certain
investment banking employees, but declined to grant long-term incentive stock
options to any employees.
Mr. Peter D. Ziegler has been President of the Company since 1986 and Chief
Executive Officer of the Company since 1990. Mr. Ziegler's compensation for
1994 was adjusted downward from 1993's level in a manner consistent with the
Compensation Committee's decisions with respect to other executive officers.
The Committee believes that this relationship between the Company's decline in
performance in 1994 and the compensation of its chief executive officer to be
appropriate and in the interest of shareholders. Mr. Ziegler was not granted
long-term stock options, restricted stock, or stock appreciation rights in
1994.
COMPENSATION COMMITTEE
Thomas J. Rolfs, Chairman
William R. Holmquist
Frederick J. Wenzel
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock, based on the market price of the Common
Stock and assuming reinvestment of dividends, with the cumulative total return
of companies on the Standard & Poor's 500 Stock Index and on an index compiled
by the Company of publicly held regional brokerage firms. The firms contained
within the index of publicly held regional brokerage firms are:
</TABLE>
<TABLE>
<S> <C>
Advest Group Inc. McDonald & Company Investments
Alex Brown Inc. Morgan Keegan Inc.
First Albany Companies Inc. Piper Jaffray Companies Inc.
Inter-Regional Financial Group Raymond James Financial Corporation
Interstate/Johnson Lane Inc. Rodman & Renshaw Capital Group
Jefferies Group Inc. Scott & Stringfellow Financial
Kinnard Investments Inc. Stifel Financial Corporation
Legg Mason Inc.
</TABLE>
<TABLE>
<CAPTION>
12-31-90 12-31-91 12-31-92 12-31-93 12-31-94
<S> <C> <C> <C> <C> <C>
Ziegler $66 $167 $106 $117 $109
S&P 500 $97 $126 $136 $150 $152
Regionals $72 $174 $206 $271 $207
</TABLE>
Assumes $100 invested on December 31, 1989.
<PAGE>
COMPENSATION OF DIRECTORS
Directors not employed by the Company received the following compensation in
1994 for their services: (a) $11,000 annual retainer, (b) $500 for each board
meeting attended and (c) $500 for each committee meeting attended. Directors
may elect to defer all or part of compensation earned following the date of
such election. Deferred amounts, plus interest, are paid in annual
installments over a three year period beginning no later than the year after
retirement from the Board of Directors. In 1994 the Company transferred to
each non-employee director 100 shares of its Common Stock as part of such
director's compensation.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met five times in 1994. All directors attended all
meetings of the Board of Directors and all of the meetings of the Committees
(Audit and Compensation) of which they are members.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Company during 1994 was composed of John C. Frueh
(Chairman), Patrick D. J. Kenny and Bernard C. Ziegler III, Directors of the
Company who are not officers or employees of the Company. The Committee met
twice in 1994. The Audit Committee meets with the independent auditors to
review the plan for and results of the annual audit, to review the range of
audit fees, and to discuss financial reporting policies and practices and the
system of internal control. Non-audit services and fees are also reviewed.
The Committee meets with the internal auditor to review its activities during
the year and the planned activities for the ensuing year. The Committee
recommends the engagement of the independent auditors to the Board of
Directors.
The Compensation Committee of the Company during 1994 was composed of Thomas
J. Rolfs (Chairman), William R. Holmquist and Frederick J. Wenzel, Directors
of the Company who are not officers or employees of the Company. During 1994
the Compensation Committee met once and in doing so, the Committee reviewed
the overall compensation policy, approved the Company's annual compensation
program, the award of certain shares of restricted stock and determined
compensation for the chief executive officer of the Company.
The Company does not have a Nominating Committee.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors will propose the adoption of a resolution approving the
Directors' decision to continue the employment of Arthur Andersen LLP as
auditors. If the shareholders fail to ratify such selection, the Board will
reconsider it. Representatives of Arthur Andersen LLP will be present at the
shareholders' meeting with the opportunity to make a statement if they desire
to do so, and to respond to appropriate questions. Arthur Andersen LLP
performed the following audit services for the Company during 1994: audits of
the annual consolidated financial statements of the Company and its
subsidiaries.
SHAREHOLDERS PROPOSALS
Proposals of shareholders intended to be presented at next year's annual
meeting must be received by the Company no later than November 3, 1995 for
inclusion in the Company's proxy materials.
OTHER MATTERS
Based solely on a review of statements of beneficial ownership and of changes
therein furnished to the Company during and with respect to the 1994 calendar
year and written representations made to the Company, the management of the
Company reports that during 1994, no director or officer or beneficial owner
of more than 10% of the Company's common stock failed to file with the
Securities and Exchange Commission on a timely basis reports of beneficial
ownership of the Company's securities required by Section 16(a) of the
Securities and Exchange Act of 1934, as amended.
Mr. B. C. Ziegler III, current Director, is also a shareholder, director and
officer of Z/L Media Corporation, which is the general managing partner of
KXRM Partnership, Colorado Springs, Colorado. KXRM has entered into three
leases with Ziegler Leasing Corporation, a subsidiary of the Company. Monthly
lease payments total $5,562.77.
The matters referred to in the notice of meeting and in the proxy statement
are, as far as the Board of Directors now knows, the only matters which will
be presented for consideration at the meeting. If any other matters properly
come before the meeting, the persons named in the accompanying form of proxy
will vote on them in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. The Company
expects to solicit proxies primarily by mail. Proxies may also be solicited
personally and by telephone by certain officers of the Company. It is not
anticipated that anyone will be specifically engaged to solicit proxies or
that special compensation will be paid for that purpose. The Company may
reimburse brokers or other nominees for their expenses in communicating with
the persons for whom they held stock of the Company.
The Company's 1994 Annual Report, although not a part of this proxy statement,
is enclosed.
By Order of the Board of Directors,
Janine R. Schmidt
Secretary
<PAGE>
THE ZIEGLER COMPANIES, INC. - SHAREHOLDERS'S PROXY
ANNUAL MEETING - APRIL 24, 1995 AND ADJOURNMENTS
The undersigned having received the Notice of Annual Meeting and Proxy
Statement dated March 3, 1995, and the Annual Report of 1994, hereby appoints
R. D. Ziegler and W. R. Holmquist, and each of them, as proxy with power of
substitution, hereby revoking any previous proxies, to vote for the
undersigned at the Annual Meeting of Shareholders of The Ziegler Companies,
Inc. (the "Company") on April 24, 1995, and any adjournments thereof, as
follows:
1. GRANTING WITHHOLDING ABSTAIN authority to vote
in the election of Peter D. Ziegler, Frederick J. Wenzel and
Peter R. Kellogg.
2. FOR AGAINST ABSTAIN continued employment by the
Company of Arthur Andersen LLP, as auditors.
3. In their discretion, upon any other business which may come
before the meeting.
THE UNDERSIGNED MAY WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE INDIVIDUAL
NOMINEES NAMED ABOVE BY DRAWING A LINE THROUGH THE NOMINEE'S NAME.
(Proxy continues on reverse side hereof where it is to be signed.)
PROXY NO. NO. OF SHARES
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED,
BUT IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR ALL NOMINEES
AND IN FAVOR OF PROPOSAL 2.
Signed:
Date: , 1995
Please sign exactly as name appears
hereon. If signed as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If shares are
held in two or more names, all persons so
named must sign. A proxy on behalf of a
corporation should be signed in its name
by a duly authorized officer.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY.
