<PAGE> 1
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Bird Corporation
(Name of Registrant as Specified In Its Charter)
Bird Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[BIRD LOGO]
Joseph D. Vecchiolla
Chairman of the Board
April 25, 1997
To Our Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Bird Corporation to be held on Thursday, May 22, 1997 at 10:00 a.m. in Meeting
Room B, Marriott Courtyard, 300 River Ridge Drive, Norwood, Massachusetts.
Coffee will be available at the meeting site beginning at 9:30 a.m.
The Proxy Statement that accompanies this letter describes the matters that
will be presented at the meeting. I hope that you will be able to attend.
Regardless of the number of shares of common stock you may own, it is
important that they be voted at the meeting. THEREFORE, YOU ARE URGED TO VOTE,
SIGN, DATE, AND MAIL THE ENCLOSED PROXY PROMPTLY, whether or not you plan to
attend the meeting in person.
Thank you for giving these materials your careful consideration.
Sincerely,
/s/ Joseph D. Vecchiolla
JOSEPH D. VECCHIOLLA
Chairman of the Board
Bird Corporation, 1077 Pleasant Street, Norwood, MA 02062,
Telephone (617) 551-0656
<PAGE> 3
BIRD CORPORATION
1077 PLEASANT STREET
NORWOOD, MA 02062
(617) 551-0656
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
Notice is hereby given that the annual meeting of stockholders of Bird
Corporation (the "Company") will be held on Thursday, May 22, 1997 at 10:00 a.m.
in Meeting Room B, Marriott Courtyard, 300 River Ridge Drive, Norwood,
Massachusetts 02062 to consider and act upon the election of three directors,
one whose term will expire in 1998 and two whose terms expire in 2000 and to
consider and act upon such other business as may properly come before the
meeting.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the meeting.
Holders of record of the common stock, par value $1 per share ("Common
Stock"), of the Company at the close of business on April 1, 1997 (the "Record
Date") are entitled to vote at the annual meeting and any adjournment thereof.
All stockholders are invited to attend the meeting in person.
HOLDERS OF RECORD OF COMMON STOCK AS OF THE RECORD DATE ARE URGED TO VOTE,
SIGN, DATE, AND RETURN THEIR PROXIES IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES. HOLDERS OF RECORD OF THE COMMON STOCK
AS OF THE RECORD DATE WHO DO ATTEND THE MEETING AND WISH TO VOTE IN PERSON MAY
REVOKE THEIR PROXIES.
By order of the Board of Directors
FRANK S. ANTHONY
Clerk
April 25, 1997
<PAGE> 4
BIRD CORPORATION
1077 PLEASANT STREET
NORWOOD, MA 02062
(617) 55L-0656
------------------------
PROXY STATEMENT FOR
1997 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MAY 22, 1997
This Proxy Statement is being furnished to holders of common stock, par
value $1 per share ("Common Stock"), as of the Record Date (defined below) of
Bird Corporation (the "Company"), a Massachusetts corporation, in connection
with the solicitation by the Company's Board of Directors (the "Board") of
proxies to be voted at the Company's 1997 annual meeting of stockholders and at
any adjournment thereof. The annual meeting is to be held on Thursday, May 22,
1997 at 10:00 a.m. in Room B of the Marriott Courtyard, 300 River Ridge Drive,
Norwood, Massachusetts.
SELECTION OF PROXIES
This Proxy Statement and the enclosed proxy card are first being mailed or
otherwise furnished to stockholders of the Company on or about April 25, 1997.
All expenses of this solicitation will be borne by the Company. Proxies may be
solicited by directors, officers or employees of the Company by mail, telephone,
in person or otherwise. No such person will receive additional compensation for
such solicitation. In addition, the Company will request banks, brokers and
other custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of Common Stock and obtain voting instructions from such
beneficial owners. The Company will reimburse such firms for their reasonable
expenses in forwarding proxy materials and obtaining voting instructions.
VOTING AND RECORD DATE
The Board of Directors has fixed April 1, 1997 as the record date (the
"Record Date") for determining the holders of Common Stock of the Company
entitled to receive notice of and to vote at the annual meeting. At the record
date there were 4,145,971 shares of Common Stock issued and outstanding, each of
which entitles the holder thereof to one vote on each matter submitted to a vote
at the meeting.
The accompanying proxy card is intended to permit a holder of Common Stock
on the Record Date to vote at the annual meeting on the election of directors
and on such other matters as may properly come before the meeting, whether or
not that stockholder attends the meeting. If the proxy card of a holder of
Common Stock is duly executed and returned, the shares represented thereby will
be voted in accordance with the voting instructions given on the proxy card by
the stockholder. If no such voting instructions are given on a proxy card, the
shares of common stock represented by that proxy card will be voted for the
election as directors of the nominees named herein and in accordance with the
recommendations of the Board of Directors on any other matters which may
properly come before the meeting. Holders of Common Stock may revoke their
proxies at any time prior to any vote at the annual meeting by written notice to
the Clerk of the Company at or before the meeting, by submission of a duly
executed proxy card bearing a later date or by voting in person by ballot at the
meeting.
The presence at the annual meeting, in person or by properly executed proxy
card of the holders of a majority of the Common Stock outstanding on the Record
Date will constitute a quorum. The affirmative vote of the holders of a
plurality of the Common Stock which are present in person or represented by
properly executed proxy at the annual meeting is required to elect directors.
<PAGE> 5
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS AND DIRECTORS CONTINUING IN OFFICE
The By-laws of the Company provide for a Board consisting of such number of
directors, not less than five nor more than eighteen, as shall be fixed from
time to time by the Board. The Board is divided into three classes, with each
class to hold office for a term of three years and the term of office of one
class to expire each year. The Board has fixed the number of directors to
constitute the full Board of Directors for the ensuing year at seven.
The Board has nominated Joseph D. Vecchiolla for election to the class of
directors whose term will expire in 1998. Mr. Vecchiolla is the current Chairman
of the Board. At the Company's February 25, 1997 Board meeting, the directors
unanimously expressed their intention to re-elect Mr. Vecchiolla as Chairman in
the event that he is re-elected as a director. Mr. Vecchiolla informed the Board
that he had no desire to serve on the Board unless he were to serve as Chairman.
The Board has also nominated R. Keith Long and Herbert I. Corkin to the class of
directors whose terms expire in 2000. At its Board meeting on June 21, 1996, the
Board voted to increase its size to eight and Mr. Long was appointed to fill the
vacancy and to serve as a director until the 1997 annual meeting of
stockholders. Mr. Corkin served as a director from May 25, 1989 until May 24,
1991. Mr. Long is a beneficial owner of more than 5% of the Company's
outstanding Common Stock. Mr. Corkin is the President of and majority
stockholder of The Entwistle Company, which is a beneficial owner of more than
5% of the Company's outstanding Common Stock. See Table on page 4.
At its meeting on April 4, 1995, the Board adopted as a criterion for
nomination of members of the Board the understanding that no person would be
nominated who would be age 72 or older at or shortly after the time his election
became effective. Accordingly, Robert P. Bass, Jr. and Francis J. Dunleavy,
whose terms expire in 1997, were not nominated for re-election at the
forthcoming stockholder meeting. At its meeting on February 25, 1997, the Board
adopted a resolution excluding from the age limitation shareholders who own or
control 5% or more Common Stock. Mr. Corkin is 75.
Shares represented by proxies will be voted for the election as directors
Messrs. Vecchiolla, Corkin and Long unless otherwise specified on the proxy
card. If any of the nominees for election to the Board of Directors should, for
any reason not now anticipated, not be available to serve as such, proxies will
be voted for such other candidate as may be designated by the Board of Directors
unless the Board reduced the number of directors. The Board of Directors has no
reason to believe that any nominee will be unable to serve if elected.
Stockholder nominations for directorships to be filled at the 1998 annual
meeting which are received by the Chairman of the Board no later than December
23, 1997 will be referred to the Nominating Committee for consideration.
The table below sets forth certain information with respect to those
directors whose terms of office will continue after the meeting, the current
executive officers of the Company and the nominees for election to the Board of
Directors.
<TABLE>
<CAPTION>
EXPIRATION
POSITION WITH THE COMPANY FIRST OF PRESENT
PRINCIPAL OCCUPATION AND OTHER BUSINESS ELECTED OR TERM OF
NAME AND AGE AFFILIATIONS(1) APPOINTED(2) OFFICE
- --------------------------------- ------------------------------------------- ------------- ----------
<S> <C> <C> <C>
Frank S. Anthony, 50............. Vice President, General Counsel and 1984 N/A
Corporate Secretary of the Company since
May 1984; Attorney.
Charles S. Bird, III, 72......... Director; Trustee of family trusts. 1962 1998
Herbert I. Corkin, 75............ Chairman, President, Director and majority N/A N/A
shareholder of The Entwistle Company,
Hudson, MA; Director of Citizens Bank of
Rhode Island.
R. Keith Long, 49................ Sole shareholder of Otter Creek Management 1996 1997
Inc., the general partner of Otter Creek
Partners I, L.P., a private investment
company.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
EXPIRATION
POSITION WITH THE COMPANY FIRST OF PRESENT
PRINCIPAL OCCUPATION AND OTHER BUSINESS ELECTED OR TERM OF
NAME AND AGE AFFILIATIONS(1) APPOINTED(2) OFFICE
- --------------------------------- ------------------------------------------- ------------- ----------
<S> <C> <C> <C>
Antonio J. Lorusso, Jr., 49...... President of S. M. Lorusso & Sons, Inc., 1996 1999
the company that operates the Company's
quarry located in Wrentham, Massachusetts.
Richard C. Maloof, 52............ Director; President and Chief Operating 1994 1999
Officer of the Company since April 1995;
Vice President and Chief Operating Officer
of the Company from April 1994 to April
1995; Vice President of the Company and
President, Roofing and Distribution Groups
of the Company for more than five years
prior thereto.
Joseph D. Vecchiolla, 41......... Director; President and Founder of Old 1993 1997
Greenwich Capital Corporation since
January, 1997; Executive Vice President
Corporate Finance of S. N. Phelps & Company
and affiliates from May 1995 to January
1997; Chairman of the Board of Directors of
the Company since April 1995; President and
Chief Executive Officer of the Company from
January 1994 to May 1995; President and
Chief Operating Officer, Chief Executive
Officer of the Company from November 1993
to January 1994; Vice President and Chief
Financial Officer of Horizon Cellular
Telephone Company from April 1, 1991 to
June, 1993; and Executive Vice President
and Chief Financial Officer of Education
Publishing Corporation of Oak Lawn, IL.
Loren R. Watts, 62............... Director; Retired Managing Partner 1991 1998
Management Consultant Services, Coopers &
Lybrand (certified public accountants).
</TABLE>
- ------------------------
(1) Includes business experience during past five years.
(2) At the 1990 annual meeting, the stockholders approved reorganization
pursuant to which the then stockholders of Bird Incorporated became
stockholders of Bird Corporation, a newly organized Massachusetts
corporation, and Bird Incorporated became a wholly owned subsidiary of Bird
Corporation. This column indicates the date as of which a person was first
elected a director or appointed an officer of the Company or of Bird
Incorporated.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1996 the Board held twelve meetings.
Each of the directors attended more than 75% of the aggregate of Board meetings
and meetings of committees of the Board of which he is a member.
The Audit Committee, which consisted during 1996 of Loren R. Watts
(Chairman), R. Keith Long and Joseph D. Vecchiolla, meets periodically with the
Company's independent accountants to review the scope of the annual audit, to
discuss the adequacy of internal accounting controls and procedures and to
perform general oversight with respect to the accounting principles applied in
the financial reporting of the Company. The Audit Committee also meets
separately with representatives of the Company's independent accountants and
with representatives of senior management. The Audit Committee held two meetings
during 1996.
The function of the Stock Option and Compensation Committee ("Compensation
Committee") is to administer the Company's stock option plans and to recommend
to the full Board the amount, character and method of payment of compensation of
all executive officers and certain other key employees of the Company.
3
<PAGE> 7
During 1996, the Compensation Committee consisted of Robert P. Bass, Jr.
(Chairman), Charles S. Bird, III and Antonio J. Lorusso, Jr. The Compensation
Committee held four meetings during 1996.
The Company also has a Nominating Committee which, during 1996, consisted
of Charles S. Bird, III (Chairman), Joseph D. Vecchiolla and Richard C. Maloof.
The Nominating Committee makes recommendations to and otherwise assists the
Board in connection with finding, evaluating and nominating directors of the
Company. The Nominating Committee held one meeting during 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the stockholders known to management to be the
beneficial owners of more than 5% of the outstanding Common Stock as of April 1,
1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
-------------------------------------------------------- -------------- -------
<S> <C> <C>
The Entwistle Company................................... 546,139 shares(1) 13.2%
Bigelow Street
Hudson, MA 01749
S. M. Lorusso & Sons, Inc. ............................. 405,121 shares(2) 9.8%
Antonio J. Lorusso, Jr.
James B. Lorusso
Samuel A. Lorusso
331 West Street
Walpole, MA 02081
R. Keith Long
Joan Greco and John Fyfe
Otter Creek Partners I, L.P. ........................... 409,762 shares(3) 9.6%
400 Royal Palm Way
Suite 400
Palm Beach, Florida 33480
Quest Advisory Corp. ................................... 329,950 shares(4) 8.0%
Charles M. Royce
1414 Avenue of the Americas
New York, NY 10019
Mellon Bank Corporation and its Subsidiaries............ 309,000 shares(5)(6) 7.5%
One Mellon Bank Center
Pittsburgh, PA 15258
Charles S. Bird, III.................................... 310,358 shares(6) 7.5%
13 Proctor Street
Manchester, MA 01944
Dimensional Fund Advisors Inc. ......................... 218,500 shares(7) 5.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
</TABLE>
- ------------------------
(1) Based on information contained in an amended Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on April 1, 1987 and other
information provided to the Company. The Schedule 13D reports that The
Entwistle Company has sole voting and dispositive power with respect to all
shares beneficially owned, including 8,539 shares of Common Stock it has the
right to acquire upon conversion of the Company's $1.85 Cumulative
Convertible Preference Stock, par value $1 per share, (the "Preference
Stock").
(2) Based on information contained in a Schedule 13D amended through June 6,
1996 filed with the SEC and other information provided to the Company. The
Schedule 13D reports that S. M. Lorusso & Sons, Inc. has sole voting power
and dispositive power with respect to 230,121 shares. Antonio J.
Lorusso, Jr.,
4
<PAGE> 8
president, director and a stockholder of S. M. Lorusso & Sons, Inc., had
sole voting and dispositive power with respect to 27,500 shares and had
shared voting and dispositive power with respect to 132,000 shares; James B.
Lorusso, an officer, director and a stockholder of S. M. Lorusso & Sons,
Inc., has sole voting and dispositive power over 9,000 shares; and Samuel A.
Lorusso, an officer, director and stockholder of S. M. Lorusso & Sons, Inc.,
has sole voting and dispositive power over 5,000 shares and has shared
voting and dispositive power with respect to 1,500 shares. Includes 1,798
shares of Common Stock the Antonio J. Lorusso Family Trust has a right to
acquire upon conversion of the Preference Stock. Antonio J. Lorusso, Jr. is
a co-trustee in the Trust.
(3) Based on information contained in a Schedule 13D filed on March 8, 1996
jointly by Otter Creek Partners I, L.P. ("Otter Creek"), R. Keith Long on
his own behalf and on behalf of Financial Institutions Insurance Group,
Ltd., and Joan Greco and John Fyfe, joint tenants with rights of
survivorship ("Fyfe") and other information provided to the Company. The
Schedule 13D reports that Otter Creek Management Inc. ("OCM") is the sole
general partner and investment advisor of Otter Creek. Mr. Long is the sole
executive officer, sole director and sole shareholder of OCM. Mr. Long also
manages discretionary stock trading accounts for Fyfe. Otter Creek has sole
voting and dispositive power and power with respect to 211,866 shares and
sole dispositive power with respect to 323,975 shares. Mr. Fyfe has sole
voting power over 112,109 shares. Mr. Long has sole voting and dispositive
power over 85,787 shares. In the case of Otter Creek, Mr. Fyfe and Mr. Long,
the above-mentioned holdings include respectively, 50,966, 26,787 and 24,809
shares of Common Stock that they have a right to acquire upon conversion of
the Company's Preference Stock.
(4) Based on information contained in a Schedule 13G amended through February
14, 1996 filed with the SEC. The Schedule 13G reports that Quest Advisory
Corp. ("Quest") has sole voting and dispositive power with respect to
329,950 shares and that Charles M. Royce may be deemed a controlling person
of Quest and as such may be deemed to beneficially own the shares although
he disclaims such beneficial ownership.
(5) Based on information contained in a Schedule 13G amended through February 6,
1997 filed with the SEC. The Schedule 13G reports that Mellon Bank
Corporation has sole voting power with respect to 20,000 shares and sole
dispositive power with respect to 20,000 shares and that Mellon Bank
Corporation together with its subsidiaries, including Boston Safe Deposit
and Trust Company, has shared voting and dispositive power with respect to
289,000, including 274,929 shares referred to in footnote (6) below.
(6) Includes 274,929 shares held in a trust of which Boston Safe Deposit and
Trust Company and Charles S. Bird, III are co-trustees with shared voting
and dispositive power. See footnote(3) to the table below. Includes 3,595
shares of Common Stock that Mr. Bird has the right to acquire upon
conversion of the Preference Stock. Includes 17,500 shares of Common Stock
which Charles S. Bird has a right to acquire by exercise of stock options
exercisable as of March 1, 1997 or within 60 days thereafter.
(7) Based on information contained in a Schedule 13G amended through February 5,
1997 filed with the SEC. The Schedule 13G reports that Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed to
have beneficial ownership of 218,500 shares of Common Stock as of December
31, 1996, 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 Fund Advisors
Inc. serve as investment manager. Dimensional disclaims beneficial ownership
of all such shares.
The tables below set forth information provided by the individuals named
therein as to the amount of the Company's Common Stock, Preference Stock and 5%
Cumulative Preferred Stock, par value $100 per share (the "5% Stock"),
beneficially owned by the directors, nominees for director and executive
officers of the Company, individually, and the directors, nominees for director
and executive officers as a group, all as of April 1, 1997 except as otherwise
noted. Unless otherwise indicated in the footnotes, each of the named persons
and members of the group had sole voting and dispositive power with respect to
the shares shown.
5
<PAGE> 9
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED COMMON SHARES
(EXCLUDING SUBJECT TO PERCENT OF
NAME STOCK OPTIONS) STOCK OPTIONS(1) TOTAL CLASS
--------------------------------- ------------------ ---------------- --------- ----------
<S> <C> <C> <C> <C>
Robert P. Bass, Jr. ............. 47,086(2) 20,000 67,086 1.6%
Charles S. Bird, III............. 292,858(3) 17,500 310,358 7.5%
Herbert I. Corkin................ 546,139(4) -- 546,139 13.2%
Francis J. Dunleavy.............. 1,000(5) 22,500 23,500 *
R. Keith Long.................... 409,762(6) -- 409,762 9.6%
Antonio J. Lorusso, Jr. ......... 405,121(7) -- 405,121 9.8%
Joseph D. Vecchiolla............. 1,830 150,000 151,830 3.7%
Loren R. Watts................... 4,000 12,500 16,500 *
Frank S. Anthony................. 32,462(8) 25,000 57,462 1.4%
Richard C. Maloof................ 50,935(9) 82,500 133,435 3.2%
All directors, nominees and
executive officers as a group
(10 persons)................... 1,791,193(10) 330,000 2,121,193 51.1%
</TABLE>
- ------------------------
* Less than 1% of the outstanding Common Stock.
(1) Represents shares which the individual has a right to acquire by exercise
of stock options exercisable on March 1, 1997 or within 60 days
thereafter.
(2) Includes 16,000 shares as to which Mr. Bass shares voting and dispositive
power and 2,696 shares which may be acquired upon conversion of Preference
Stock.
(3) Includes 274,929 shares as to which Mr. Bird shares voting and investment
power (see table on page 4) and 3,595 shares which may be acquired upon
conversion of Preference Stock. Does not include 100 shares owned by his
wife, as to which he disclaims beneficial ownership.
(4) Based on information contained in an amended Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on April 1, 1987 and other
information provided to the Company. The Schedule 13D reports that The
Entwistle Company has sole voting and dispositive power with respect to
all shares beneficially owned, including 8,539 shares it has the right to
acquire upon conversion of the Company's Preference Stock.
(5) Does not include ten shares owned by a child of Mr. Dunleavy, as to which
he disclaims beneficial ownership.
(6) Based on information contained in a Schedule 13D filed on March 8, 1996
jointly by Otter Creek Partners I, L.P. ("Otter Creek"), R. Keith Long on
his own behalf and on behalf of Financial Institutions Insurance Group,
Ltd., and Joan Greco and John Fyfe, joint tenants with rights of
survivorship ("Fyfe") and other information provided to the Company. The
Schedule 13D reports that Otter Creek Management, Inc. (OCM) is the sole
general partner and investment advisor of Otter Creek. Mr. Long is the
sole executive officer, sole director and sole shareholder of OCM. Mr.
Long also manages discretionary stock trading accounts for Fyfe. Otter
Creek has sole voting and dispositive power and power with respect to
211,866 shares and sole dispositive power with respect to another 112,109
shares over which Fyfe has sole voting power. Mr. Long has sole voting and
dispositive power over 85,787 shares. In the case of Otter Creek, Fyfe and
Mr. Long, includes 50,966, 26,787 and 24,809, respectively, shares of
Common Stock that they have a right to acquire upon conversion of the
Company's Preference Stock.
(7) Based on information contained in a Schedule 13D amended through June 6,
1996 filed with the SEC and other information provided to the Company. The
Schedule 13D reports that S. M. Lorusso & Sons, Inc. had sole voting power
and dispositive power with respect to 230,121 shares. Antonio J. Lorusso,
Jr., president, director and a stockholder of S. M. Lorusso & Sons, Inc.,
had sole voting and dispositive power with respect to 27,500 shares and
had shared voting and dispositive power with respect to 132,000 shares;
James B. Lorusso, an officer, director and a stockholder of S. M. Lorusso
& Sons, Inc., had sole voting and dispositive power over 9000 shares; and
Samuel A. Lorusso, an officer,
6
<PAGE> 10
director and stockholder of S. M. Lorusso & Sons, Inc., had sole voting
and dispositive power over 5,000 shares and had shared voting and
dispositive power with respect to 1,500 shares. Includes 1,798 of Common
Stock the Antonio J. Lorusso Family Trust has a right to acquire upon
conversion of the Preference Stock. Antonio J. Lorusso, Jr. is a
co-trustee of the Trust.
(8) Includes 2,886 shares allocated to Mr. Anthony's account under the Bird
Employees' Savings and Profit Sharing Plan (the "Savings Plan") as of
December 31, 1996.
(9) Includes 3,586 shares allocated to Mr. Maloof's account under the Savings
Plan as of December 31, 1996, 10,625 shares held jointly with members of
his family as to which he has shared voting and dispositive power and 2,337
shares of Common Stock which may be acquired upon conversion of Preference
Stock.
(10) Includes 433,554 shares as to which persons included in the group have
shared voting and dispositive power,112,988 shares of Common Stock which
may be acquired upon conversion of Preference Stock and 6,472 shares
allocated to the account of officers under the Savings Plan as of December
31, 1996.
<TABLE>
<CAPTION>
PREFERENCE
STOCK
BENEFICIALLY PERCENT OF
NAME OWNED CLASS
------------------------------------------------------ ----------- ----------
<S> <C> <C>
Robert P. Bass, Jr. .................................. 3,000 *
Charles S. Bird, III.................................. 4,000 *
Herbert I. Corkin..................................... 9,500 1.2%
R. C. Maloof.......................................... 2,600 *
R. Keith Long......................................... 114,100 14.0%
A J. Lorusso, Jr. .................................... 2,000 *
All directors, nominees and executive officers as a
group (6 persons)................................... 135,200 16.6%
</TABLE>
- ------------------------
* Less than 1% of the outstanding Preference Stock
<TABLE>
<CAPTION>
SHARES OF
5% STOCK
BENEFICIALLY PERCENT OF
NAME OWNED CLASS
------------------------------------------------------- ------------ ----------
<S> <C> <C>
Charles S. Bird, III................................... 1,815 31%
All directors, nominees and executive officers as a
group (1 person)..................................... 1,815 31%
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who hold more than 20% of the
Company's Common Shares to file with the SEC reports of ownership and changes in
ownership of the Company's equity securities. Based on reports received by the
Company and representations of certain reporting persons that no Forms 5 were
required, the Company believes that all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
fiscal year 1996 were complied with except that timely reports on Form 4 were
not filed on behalf of R. Keith Long to report the purchase of Preference and
Common Stock.
7
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or accrued for services in all capacities to the Company during each of the last
three fiscal years to each of the executive officers of the Company who served
as such during 1996. As a result of the Company's downsizing, no one served as
Chief Executive Officer during 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL OTHER ----------------------------- ALL
COMPENSATION ANNUAL RESTRICTED SECURITIES OTHER
NAME AND -------------------------- COMPEN- STOCK UNDERLYING STOCK LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY($) MICP($) SATION($)(1) AWARDS OPTIONS/SARS(#) PAYOUTS(2) SATION($)
- ------------------------- ---- --------- ------- ------------ ---------- ---------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard C. Maloof........ 1996 216,154 129,844 -- -- 50,000 22,700 7,500(3)
President and 1995 195,962 30,000 11,538 -- 50,000 81,938 7,500(3)
Chief Operating 1994 180,223 47,500 17,992 -- 25,000 73,117 7,843(3)
Officer(5)
Frank S. Anthony......... 1996 139,808 48,440 -- -- 15,000 13,617 296,682(4)
Vice President and 6,864(3)
General Counsel(6) 1995 135,000 12,540 -- -- -- 49,163 150,000(4)
10,545(3)
1994 135,000 30,000 22,444 -- -- 43,870 8,496(3)
</TABLE>
- ------------------------
(1) Earnings pursuant to exercise of stock options and pay in lieu of vacation.
Does not include certain perquisites and other personal benefits, the cost
of which to the Company was below the disclosure thresholds established by
the SEC.
(2) In 1995 restrictions on all Common Stock held in escrow pursuant to the
Company's Long Term Incentive Plan ("LTIP") lapsed as a result of the sale
of the Company's vinyl business located at Bardstown, Kentucky to Jannock,
Inc. on March 8, 1995 (the "Vinyl Sale") and shares were distributed to each
of the persons named in the table. Represents the value of Common Stock
allocated to each officer on the date of restriction lapse and reimbursement
for withholding taxes arising from the lapse of restrictions on restricted
stock held by each officer in accordance with provisions of the LTIP. The
LTIP is terminated.
(3) Represents contributions by the Company to the Savings Plan.
(4) Represents severance payments received in connection with the change in
control which occurred pursuant to the Vinyl Sale and payment to a separate
trust established by the Company with a bank trustee to which amounts
otherwise payable to Mr. Anthony in excess of those permitted to be
contributed to the Savings Plan under limits imposed by the Internal Revenue
Code of 1986 as amended, are contributed.
(5) Mr. Maloof was elected Chief Operating Officer in April 1994, President in
April 1995 and to the Board of Directors in December 1994. Prior to that
time he served as Vice President and President of the Company's Roofing and
Distribution Groups.
(6) Mr. Anthony was elected Vice President in 1984.
8
<PAGE> 12
The following tables provide information concerning grants during 1996 to,
and exercises of stock options and stock appreciation rights ("SARs") during
1996 by the executive officers named in the Summary Compensation Table above and
the value of unexercised stock options and SARs held by them at December 31,
1996.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------
NUMBER OF
SECURITIES GRANT
UNDERLYING PERCENT OF TOTAL EXERCISE DATE
OPTIONS OPTIONS GRANTED PRICE EXPIRATION PRESENT
NAME GRANTED(#) TO ALL EMPLOYEES ($/SHARE) DATE VALUE($)(1)
- ------------------------------- ---------- ------------------ --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Richard C. Maloof.............. 50,000 3l.9% 4.375 May 23, 2006 152,000
Frank S. Anthony............... 15,000 9.6% 4.375 May 23, 2006 45,600
</TABLE>
- ------------------------
(1) This value was calculated using the Black-Scholes option pricing model and
the following assumptions,
which were representative of conditions existing when the options were
granted: stock price volatility of 46%; risk free rate of return of 6.8%;
dividend yield of 0%; and time of exercise, eight years. The actual value,
if any, to be realized will depend on the excess of the market price of the
Common Shares over the exercise price on the date the option is exercised;
there is no assurance that the value realized will be at or near the value
estimated by the Black-Scholes model.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES VALUE AT YEAR-END(#) AT YEAR-END($)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard C. Maloof............ 0 0 72,500 90,000 940 40,500
Frank S. Anthony............. 0 0 25,000 15,000 564 12,195
</TABLE>
- ------------------------
(1) Based on the difference between the fair market value of the securities
underlying the options at date of exercise and the exercise price of the
options.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Employment Contracts
Mr. Anthony entered into a one-year employment contract with the Company,
commencing April 1, 1995, at the same annual rate of compensation ($135,000 plus
a bonus of 35% of such amount if MICP targets are obtained) and with the same
fringe benefit package (participation in the Savings Plan and customary health
insurance and life insurance benefits) as he received prior to the Vinyl Sale.
As a result of the change in control which was deemed to have occurred as a
result of the Vinyl Sale, Mr. Anthony became entitled to severance benefits.
Pursuant to the terms of his employment contract in 1995, Mr. Anthony received
$150,000 as a partial severance payment and agreed to defer the payment of the
balance thereof until the expiration of his employment contract. Pursuant to the
terms of his contract, the balance of Mr. Anthony's severance payment of
$296,682 was paid in 1996.
On April 1, 1996 Mr. Anthony's employment contract automatically converted
to an oral employment agreement on the same terms, terminable by either party
upon 60 days notice.
9
<PAGE> 13
Executive Severance Contract
The Company has entered into a severance agreement with Richard C. Maloof,
the Company's President and Chief Operating Officer, dated as of October 14,
1984, as amended April 1, 1986, May 24, 1990, August 21, 1995 and February 17,
1997 (as so amended, the "Executive Severance Contract") the terms of which
provide for severance benefits to be paid to Mr. Maloof in the event that his
employment with the Company is terminated subsequent to a "change in control" of
the Company. Severance benefits are payable if, after a "change of control," (i)
the employment of Mr. Maloof is terminated either by the Company (other than for
"Disability" or "Cause," as such terms are defined under the Executive Severance
Contract) or by Mr. Maloof for "Good Reason" (which terms, under the Executive
Severance Contract, includes, but is not limited to, a substantial alteration in
the nature of Mr. Maloof's responsibilities from those in effect immediately
prior to a "change in control") or (ii) Mr. Maloof negotiates in good faith an
employment agreement with a person to whom substantially all of the Company's
Common Shares are sold providing for his employment commencing on the date of
sale on such terms and conditions not less generous than those on which he is
them employed by the Company (regardless of whether or not any such employment
agreement is ever executed). The Company has acknowledged that a "Change in
Control" occurred under the Executive Severance Contract as a result of the
Vinyl Sale.
If the right to receive severance benefits is triggered under the Executive
Severance Contract, Mr. Maloof will be entitled to receive severance pay in the
amount of two times the sum of (i) Mr. Maloof's then current annual base salary
and (ii) the amount of any bonus paid (which for severance purposes, includes
any distributions made under the terms of the LTIP in 1995 and 1996 and bonuses
awarded to Mr. Maloof by the Compensation Committee). Mr. Maloof would also
receive an amount equal to a pro rata portion of all contingent bonus awards to
which Mr. Maloof might be entitled in the year of termination. Under no
circumstances shall the amount be less than what Mr. Maloof would have received
had the calculation been made in 1996. The Company estimates that if the right
to receive severance benefits under the Executive Severance Contract is
triggered, Mr. Maloof would be entitled to receive approximately $850,000.
Termination of Employment and Change in Control Arrangements
The Company's 1982 Stock Option Plan (the "1982 Plan"), 1992 Stock Option
Plan (the "1992 Option Plan" and together with the 1982 Option Plan, the
"Plans") and 1992 Non-Employee Directors Stock Option Plan (the "Non-Employee
Directors Option Plan") provide for accelerated benefits, and the Executive
Severance Contract (defined below) provides for severance payments, following
the occurrence of a "change in control" of the Company. For purposes of these
plans and such contract, a "change in control" is deemed to have occurred if,
among other things, any person is or becomes the beneficial owner of securities
of the Company representing 30% or more of the combined voting power of the
securities of the Company then outstanding or in the event of a merger or
consolidation of the Company with another corporation resulting in either (i)
the shareholders of the Company, immediately prior to the merger or
consolidation, not beneficially owning, immediately after the merger or
consolidation, shares of the surviving entity representing 50% or more of the
combined voting power of the securities of the surviving entity then outstanding
or (ii) the members of the Board, immediately prior to the merger or
consolidation, not constituting, immediately after the merger or consolidation,
a majority of the Board of Directors of the surviving entity.
Stock Option Plans and Non-Employee Directors Option Plan
Under the Plans, the vesting of all options to purchase Common Shares
outstanding but not yet exercisable will be accelerated upon a "change in
control." Each optionee will have, for a period of thirty (30) days after the
change in control occurs, the right (the "Cash-Out Right"), with respect to all
or a part of the shares subject to the options or stock appreciation rights of
such person, to receive an amount in cash in lieu of such optionee's right to
exercise all options in full, equal to the product of (i) the number of shares
as to which the employee exercises the Cash-Out Right and (ii) the amount by
which the purchase price of each such share under the applicable option or stock
appreciation right is exceeded by the greater if (x) the fair market value of
such shares on the date the employee exercises the Cash-Out or (y) the highest
purchase price paid or offered per share in any bona fide transaction related to
the "change in control" of the Company at any time
10
<PAGE> 14
during the preceding 60-day period (as determined by the Compensation Committee
of the Board). In addition, if the employment of any employee terminates after
the expiration of the applicable waiting period for the exercise of an option or
right granted to such employee under the Plans, such employee may for up to
three months after the date of termination (or for up to one year if termination
is on account of long-term disability), exercise such option or right. The Plans
provide for a similar one-year period to exercise options or rights subsequent
to the death of an employee occurring while in the employ of the Company or of
any subsidiary or within any period after termination of employment during which
such employee has the right to exercise options or rights.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the fiscal year ended December 31, 1996, the Company paid fees and
disbursements in the amount of $1,817,000 to S. M. Lorusso & Sons, Inc. the
company that operates the Company's quarry located in Wrentham, Massachusetts.
Mr. Antonio J. Lorusso, Jr., is president, director and a stockholder of S. M.
Lorusso & Sons, Inc. Based on Mr. Lorusso's report on Schedule 13D, amended
through June 6, 1996, Mr. Lorusso is a member of a group that is the beneficial
owner of 9.8% of the Company's Common Stock.
LEGAL MATTERS
On or about April 18, 1996 Bird Incorporated, a subsidiary of the Company,
received a grand jury subpoena issued upon application of the United States
Department of Justice, Antitrust Division, for the production of certain
documents. In addition, Mr. Maloof and a senior manager of the Company received
grand jury subpoenas requiring the production of certain documents and each of
them to testify before the grand jury. The Department of Justice informed the
Company on October 9, 1996 that the investigation was closed on September 27,
1996 without taking any action.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Robert P. Bass, Jr.
(Chairman), Charles S. Bird III and Antonio J. Lorusso. None of these
individuals, other than Mr. Bird, is or was formerly an officer or employee of
the Company, and no "compensation committee interlocks" existed during 1996. Mr.
Bird has not been an officer or employee of the Company since 1966.
DIRECTORS' COMPENSATION
Mr. Vecchiolla received compensation from April 1, 1995 at the rate of
$100,000 per year for serving as Chairman of the Board and of the Executive
Committee. His compensation was voluntarily reduced to an annual rate of $60,000
on January 1, 1996. On May 1, 1996, the Board reinstated his salary to $100,000
per year. On May 23, 1996, Mr. Vecchiolla was granted a non-qualified option to
purchase up to 50,000 shares of Common Stock at an exercise price of $4.375. In
the event that Mr. Vecchiolla is re-elected to the Board at the annual meeting
and then elected by the other directors to serve as Chairman, he has agreed to
serve at an annual salary of $36,000 commencing June 1, 1997. During 1996, other
non-employee members of the Board received an annual retainer of $7,000, a fee
of $750 for each Board meeting attended ($375 for a telephonic Board meeting)
and a fee of $750 for each committee meeting attended ($375 for a telephonic
committee meeting). The chairman of each of the Audit and Compensation
Committees received an annual retainer of $1,000. Expenses incurred in attending
meetings are reimbursed.
Pursuant to the Non-Employee Directors Option Plan, non-employee directors
are also entitled to receive each year a non-qualified stock option to acquire
up to 2,500 shares of Common Stock (provided that the maximum number of shares
subject to options granted to any director may not exceed 30,000). Such options
are granted on the date of the annual meeting each year or special meeting in
lieu thereof and become exercisable in full one year later. During 1996 each
non-employee director was granted such an option at an exercise price of $4.125.
11
<PAGE> 15
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for compensation decisions with
respect to senior management of the Company, as well as for organizational
development and succession planning within the Company.
The Compensation Committee's compensation philosophy and policies
applicable to executive officers emphasize pay for performance and increased
stockholder value within a framework of compensation levels comparable to
companies of similar size. Base salary, annual awards under the Management
Incentive Compensation Plan ("MICP") and long-term incentive awards are
structured to provide total compensation levels for executive officers that are
intended to be below competitive compensation amounts when operating results are
at or below acceptable levels and above average levels when results are
outstanding or other targets or personal goals are achieved. The Compensation
Committee has used outside consulting assistance for plan design and consultant
and independent survey data in setting compensation levels.
Long-term awards have primarily in recent years taken the form of stock
option grants, which are designed to align the interests of executives with
those of the stockholders and reward executives when shareholder value
increases. Stock options are granted at an exercise price equal to the market
price of the Common Stock on the date of grant. Prior to 1992, options were
usually granted with a ten-year term, exercisable in five equal annual
installments beginning one year after the date of grant. However, options
awarded in 1992 and one option granted in 1993 were granted with a 15-year term
exercisable if the price of the Common Stock achieved a substantial increase
above the price on the date of grant. In the case of 1992 and 1993 grants, a
minimum price increase in Common Stock from $12 per share to $18 per share was
required in order for any part of the option to become exercisable prior to the
last six months of the term of the option. This approach was designed as an
incentive for future performance by the creation of shareholder value over the
long term, since the benefit of the stock options could not be realized unless
and until significant price appreciation in the Common Stock occurred. Options
granted in 1994 and 1995 were in the form used prior to 1992. All options
outstanding at the time of the Vinyl Sale automatically vested upon consummation
of the sale, which was deemed a "change of control" of the Company under the
terms of the option plans. No stock options were granted in 1996, other than to
the non-employee directors, and to Mr. Vecchiolla, Mr. Maloof and Mr. Anthony
who on May 23, 1996 received 50,000, 50,000 and 15,000 non-qualified stock
options, respectively, at an exercise price of $4.375; these options were in the
form used prior to 1992.
Salaries for the executive officers are based in part upon a range of
salaries for each office developed from a survey of compensation practices at
competitive companies. During 1996 merit increases in base salary were made for
Mr. Maloof and Mr. Anthony. Mr. Maloof's salary was increased from $200,000 to
$225,000 annually, Mr. Anthony's salary was increased from $135,000 to $145,000
annually. The merit increases were based primarily on subjection evaluation by
the Committee of individual performance and contribution.
One of the principal elements of variable compensation for senior executive
officers is found in the annual MICP awards. In 1995, the possible pay-out for
1996 was set at 60% of base salary in the case of the President, 35% of base
salary in the case of the Vice President and between 20% and 30% of base salary
in the case of other members of the corporate staff and other key members of the
Company. In 1996 awards to management were tied to achievement of goals with
respect to increased cash flow and profitability on an equal 50/50 basis.
The Committee believes that the combination of salary increases and bonus
rewards was appropriate based upon the substantial progress made by management
in 1996 in turning around the Company's performance, stabilizing its financial
condition, cooperating with the Justice Department investigation and managing
its contingent liabilities.
12
<PAGE> 16
Based on current compensation levels and the present structure of the
Company's executive compensation programs, the Committee believes that the
compensation payable to executives will not be subject to the limitation on
deductibility imposed by the Omnibus Budget Reconciliation Act of 1993. If such
limitation should become applicable in the future, the Committee of the Company
will determine whether any changes in the Company's compensation programs are
advisable.
Stock Option and
Compensation Committee
Robert P. Bass, Jr., Chairman
Charles S. Bird, III
Antonio J. Lorusso, Jr.
13
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common
Stock of the Company for the last five fiscal years with the cumulative total
returns of the Russell 2000 index and the Value Line Building Materials Industry
Index, assuming an investment of $100 in the Common Stock and each index at the
close of trading on December 31, 1991 and the reinvestment of all dividends. The
total shareholder return data for the Russell 2000 Index and the Value Line
Building Materials Index is provided by Value Line Institutional Services.
BIRD CORPORATION
Total Cumulative Shareholder Return for
Five-Year Period Ending December 31, 1996
[GRAPH]
- -------------------------------------------------------------------------------
December 31... 1991 1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------
Bird Corporation 100.00 77.78 57.53 58.82 31.77 35.64
Russell 2000 100.00 118.41 140.80 138.01 177.26 206.48
VL Building Materials 100.00 104.00 134.60 101.14 139.40 155.90
- -------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, the independent accountants for the Company, will
have a representative at the meeting who will be available to respond to
appropriate questions and who will be given the opportunity to make a statement
if he or she desires to do so.
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 1998
annual meeting must be received by the Company no later than December 23, 1997.
Proposals should be sent to the attention of Frank S. Anthony, Vice President,
at the Company's principal office at 1077 Pleasant Street, Norwood,
Massachusetts 02062
14
<PAGE> 18
OTHER BUSINESS
The annual meeting is called for the purposes set forth in the notice. The
Board of Directors does not know of any matter for action by the stockholders at
the meeting other than the matters described in the notice. However, the
enclosed proxy confers discretionary authority with respect to matters which are
not known to the directors at the date of printing hereof and which may properly
come before the meeting. It is the intention of the persons named in the proxy
to vote in accordance with their best judgment on any such matter.
By order of the Board of Directors,
FRANK S. ANTHONY,
Clerk
April 25, 1997
15
<PAGE> 19
BIRD CORPORATION
1997 ANNUAL MEETING -- MAY 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint Joseph D. Vecchiolla and
Frank S. Anthony, or either of them, the attorney(s) of the undersigned, with
full power of substitution, with all the powers which the undersigned would
possess if personally present, to vote all stock of Bird Corporation which the
undersigned is entitled to vote at the annual meeting of stockholders of Bird
Corporation to be held in Room B of the Marriott Courtyard, 300 River Ridge
Drive, Norwood, Massachusetts 02062, on Thursday, May 22, 1997 at 10:00 o'clock
a.m. and at any adjournment thereof, hereby acknowledging receipt of the Proxy
Statement for such meeting and revoking all previous proxies.
This Proxy, when properly executed, will be voted as directed. If no
direction is made, this Proxy will be voted FOR all nominees for director listed
on the reverse side and, in the case of other matters that legally come before
the meeting, as said attorney(s) may deem advisable.
CHANGE OF ADDRESS:
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE> 20
Please vote, sign, date, and return the proxy card promptly using the
enclosed envelope.
Election of three directors.
NOMINEES: Joseph D. Vecchiolla whose term expires in 1998
Herbert T. Corkin and R. Keith Long whose terms expire in 2000
[ ] FOR all nominees [ ] WITHHELD from all nominees
For, except vote withheld from the following nominees: [ ]
------------------
- --------------------------------------------------------------------------------
CHECK HERE FOR ADDRESS CHANGE [ ]
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
Please sign name exactly as name
appears. When signing in a fiduciary
capacity, please give full title.
Co-fiduciaries and joint owners should
each sign.
Signature
--------------------------------------
Date
--------------------------------------
Signature
--------------------------------------
Date
--------------------------------------
