<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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6 (e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Champion Industries, 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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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4) Date Filed:
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<PAGE> 2
CHAMPION INDUSTRIES, INC.
P.O. Box 2968
Huntington, West Virginia 25728
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 2000
----------
To The Shareholders:
The annual meeting of shareholders of Champion Industries, Inc. will be
held at the Radisson Hotel Huntington, 1001 Third Avenue, Huntington, West
Virginia, on Monday, March 20, 2000 at 1:00 p.m. local time for the following
purposes:
1. To fix the number of directors at eight (8) and to elect directors
to hold office until the next annual meeting of shareholders.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record of the Common Stock of Champion Industries,
Inc. at the close of business on February 10, 2000 are entitled to notice of
this meeting and to vote at the meeting.
We hope you will attend the meeting and vote your shares in person.
However, since a majority of the outstanding shares must be present in person or
by proxy in order to conduct the meeting, we urge you to date, sign and return
the enclosed proxy as promptly as possible, whether or not you plan to attend
the meeting in person. If you do attend the meeting, you may then withdraw your
proxy if you so desire. The proxy may be revoked at any time prior to its
exercise, but after commencement of the annual meeting, the proxy may be revoked
only in accordance with the order of business adopted for the meeting.
Dated: February 17, 2000 By Order of the Board of Directors
WALTER R. SANSOM, SECRETARY
<PAGE> 3
CHAMPION INDUSTRIES, INC.
P. O. Box 2968
Huntington, West Virginia 25728
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 2000
INTRODUCTION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Champion Industries, Inc. (the "Company") for use at the annual
meeting of shareholders to be held on Monday, March 20, 2000, at 1:00 p.m. local
time at the Radisson Hotel Huntington, 1001 Third Avenue, Huntington, West
Virginia, and any adjournment thereof (the "Annual Meeting"). The Company
anticipates that this Proxy Statement and the form of proxy will be sent or
given to shareholders on approximately February 17, 2000.
Only those shareholders of record as of the close of business on
February 10, 2000 are entitled to notice of and to vote at the meeting and any
adjournment thereof. At such time, the Company had and continues to have only
one (1) class of stock outstanding, consisting of 9,713,913 issued and
outstanding shares of common stock, of the par value of One Dollar ($1.00) per
share (the "Common Stock") held by 531 shareholders. The Common Stock carries no
preemptive rights.
The Company's By-laws provide that at each election for directors
every shareholder entitled to vote at such election has as many votes as the
number of shares owned, multiplied by the number of directors to be elected, and
may either accumulate all votes for one candidate or distribute those votes
among as many candidates as the shareholder may choose. For all other purposes,
each share is entitled to one vote.
SOLICITATION OF PROXIES AND VOTING
Solicitation of proxies may be made in person or by mail, telephone,
or facsimile by directors, officers and regular employees of the Company or its
subsidiaries and by proxy solicitation companies. The Company may also request
brokerage houses, banks, and other record holders of the Company's stock to
forward proxy solicitation materials to the beneficial owners of such stock, and
will reimburse such persons for their expenses in connection therewith. The
Company has engaged Corporate Investor Communications, Inc. to assist in the
solicitation of proxies of brokers and financial institutions and their
nominees, for a fee of $3,500, plus reimbursement of reasonable out-of-pocket
expenses. The expense of soliciting proxies will be borne by the Company.
Shares represented at the meeting by properly executed proxies in
the accompanying form will be voted at the meeting, or any adjournment thereof,
and where the shareholder giving the proxy specifies a choice by means of the
ballot space provided in the form of proxy, the shares will be voted in
accordance with the specifications so made. If no directions are given by the
shareholder, the proxy will be voted in accordance with the recommendations of
the Board of Directors of the Company, for the election of the Board of
Directors' eight (8) nominees for election as directors of the Company (or, if
deemed appropriate by the individuals appointed in the proxies, cumulatively
voted for less than all of the Board's nominees to ensure the election of as
many of the Board's nominees as possible). Any proxy given for use at the
meeting may be revoked at any time before it is exercised by written notice or
subsequently dated proxy received by the Company, or by oral revocation given by
the shareholder in person at the meeting or any adjournment thereof. The proxies
appointed by the Board of Directors may, in their discretion, vote upon such
other matters as may properly come before the annual meeting.
Votes, whether in person or by proxy, will be counted and tabulated
by judges of election appointed by the Board of Directors of the Company, in
conjunction with an independent, third-party vote tabulation firm. The presence
of a majority of the outstanding shares of Common Stock in person or by proxy is
necessary to constitute a quorum. Abstentions and broker non-votes will not be
counted as votes either "for" or "against" any matters coming
<PAGE> 4
before the Annual Meeting, but will be counted toward determining the presence
or absence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes cast for such
individuals. In the election of directors, those nominees receiving the eight
(8) highest number of votes shall be elected, even if such votes do not
constitute a majority.
ELECTION OF DIRECTORS
PROPOSAL NO. 1 IN THE ACCOMPANYING FORM OF PROXY
The proxies granted by the shareholders will be voted at the meeting
for the resolution, unless contrary direction is indicated, establishing the
number of directors at eight (8) and the election of the eight (8) nominees
listed below. The proxies cannot be voted for a greater number of persons. The
nominees elected as directors are to serve until the next annual meeting of
shareholders and until their successors are duly elected and have qualified. The
By-laws provide, however, that between annual meetings, the Board of Directors,
by a majority vote, may increase the number of directors and may appoint such
persons as they may select, by a majority vote, to fill any vacancies.
While it is not anticipated that any of the nominees will be unable
to serve, if for any reason one or more shall be unable to do so, the proxies
will be voted for any nominees selected by management of the Company. The
persons listed below have been nominated by the Board of Directors for election
as directors. Each of the nominees is currently a director of the Company. The
name, age, principal occupation and business experience of each, all positions
and offices held by each with the Company or any of its subsidiaries and any
period during which he has served as such are set forth below.
<TABLE>
<CAPTION>
NAME, AGE, POSITION AND
OFFICES WITH COMPANY
AND YEAR BECAME DIRECTOR PRINCIPAL OCCUPATIONS FOR PAST FIVE YEARS
- --------------------------------------------------------------------------------
<S> <C>
Robert H. Beymer - 72 President of First Sentry Bank, Huntington, West
Director - 1992 Virginia from 1996 to present; General Partner,
Eastern Heights Shopping Center, Ltd. from 1976
to present; Consultant to One Valley Bank of
Huntington (Huntington, West Virginia) from 1986
to 1993; President of First Guaranty Bank
(Hammond, Louisiana) from December 1992 to June
1994; Director of Stationers, Inc. (a Company
subsidiary) from 1990 to present.
- --------------------------------------------------------------------------------
Philip E. Cline - 66 President, Monumental Concrete Co. August 1996 to
Director - 1992 present; President, Chief Executive Officer and
Director, Broughton Foods Company from January
1997 to June 1999; Interim President and Chief
Executive Officer, Broughton Foods Company from
November 1996 to December 1996; Consultant from
January 1996 to November 1996, Executive Vice
President (1995 to 1996), Vice President and
Treasurer (1968 to 1995) of J. H. Fletcher & Co.
(manufacturer of underground mining equipment);
Director of Banc One West Virginia Corporation
(formerly Key Centurion Bancshares, Inc.) from
1983 to present.
- --------------------------------------------------------------------------------
Harley F. Mooney, Jr. - 71 Brig. Gen. U.S. Army (Ret.); Managing Partner,
Director - 1992 Mooney-Osborne & Associates (management
consulting) from 1985 to present; Director of
Stationers, Inc. (a Company subsidiary) from 1989
to present; consultant to Stationers, Inc. from
1988 to 1990; consultant to The Harrah and
Reynolds Corporation since 1988; Director of Ohio
River Bank, Ironton, Ohio from 1995 to present;
Chairman of the Board of Directors, Caspian
Industries (manufacturing) since 1996.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME, AGE, POSITION AND
OFFICES WITH COMPANY
AND YEAR BECAME DIRECTOR PRINCIPAL OCCUPATIONS FOR PAST FIVE YEARS
- --------------------------------------------------------------------------------
<S> <C>
Todd L. Parchman - 45 Partner, Parchman, Vaughan & Company (investment
Director - 1993 bankers) since May, 1996; Senior Vice President
(from 1990 to May 1996) and Director (from 1994
until May, 1996), Ferris, Baker Watts,
Incorporated.
- --------------------------------------------------------------------------------
A. Michael Perry - 63 President (from 1983 to December 1993), Chief
Director - 1992 Executive Officer (from 1983 to present) and
Chairman of Board from November 1993 to present
of Banc One West Virginia Corporation (formerly
Key Centurion Bancshares, Inc.)
- --------------------------------------------------------------------------------
Marshall T. Reynolds - 63 President, Chief Executive Officer and Chairman
President and Chief of the Board of Directors of Company from 1992 to
Executive Officer, Director present; President and general manager of The
and Chairman of the Board Harrah and Reynolds Corporation, predecessor of
of Directors - 1992 the Company, from 1964 (and sole shareholder from
1972) to present; Chairman of the Board of
Directors, Broughton Foods Company from November
1996 to June 1999; Director (from 1983 to
November 1993) and Chairman of the Board of
Directors (from 1983 to November 1993) of Banc
One West Virginia Corporation (formerly Key
Centurion Bancshares, Inc.)
- --------------------------------------------------------------------------------
Neal W. Scaggs - 63 President, Baisden Brothers, Inc. (retail and
Director - 1992 wholesale hardware) from 1963 to present;
Director of Banc One West Virginia Corporation
(formerly Key Centurion Bancshares, Inc.) from
1984 to present.
- --------------------------------------------------------------------------------
Glenn W. Wilcox, Sr. - 68 Chairman of the Board of Directors of Wilcox
Director - 1997 Travel Agency, Inc. since 1953; Chairman of the
Board of Directors (since 1974) and President
(from 1974 to 1997) of Blue Ridge Printing Co.,
Inc; Chairman of the Board of Directors of Tower
Associates, Inc. (real estate development) from
1989 to 1998.
- --------------------------------------------------------------------------------
</TABLE>
Mr. Reynolds is chairman of the board of directors and Mr. Scaggs is
a director of Premier Financial Bancorp, Inc., of Georgetown, Kentucky, which
has a class of securities registered pursuant to the Securities Exchange Act of
1934.
Mr. Reynolds and Mr. Beymer are directors of First Guaranty Bank, of
Hammond, Louisiana, which has a class of securities registered pursuant to the
Securities Exchange Act of 1934.
Mr. Perry is a director of Arch Coal, Inc., which has a class of
securities registered pursuant to the Securities Exchange Act of 1934.
Mr. Reynolds is a director of Abigail Adams National Bancorp, Inc.,
of Washington D.C., which has a class of securities registered pursuant to the
Securities Exchange Act of 1934.
Ferris, Baker Watts, Incorporated, of which Mr. Parchman was an
officer and director until May, 1996, served as representative of the several
underwriters involved in the January, 1993 public offering of Company Common
Stock. Pursuant to agreement among Mr. Reynolds, the Company and Ferris, Baker
Watts, Incorporated, Mr. Parchman was appointed to the Company's Board of
Directors at the closing of such offering.
3
<PAGE> 6
DIRECTOR MEETINGS, COMMITTEES AND ATTENDANCE
The Board of Directors has two standing committees, a Compensation
Committee and an Audit Committee.
The Compensation Committee reviews and recommends to the Board the
compensation and employee benefits of officers of the Company and administers
the 1993 Stock Option Plan. The Compensation Committee did not meet during
fiscal year 1999, and currently consists of Messrs. Beymer, Mooney and Perry.
The Audit Committee meets with the Company's financial management
and independent auditors and reviews the accounting principles and the scope and
control of the Company's financial reporting practices, and makes reports and
recommendations to the Board with respect to audit matters. The Audit Committee
met four (4) times during fiscal year 1999, and currently consists of Messrs.
Cline, Parchman and Scaggs.
The Board does not have a nominating committee, as nominations are
made by the Board as a whole.
During fiscal year 1999, there were 9 meetings of the Company Board
of Directors. All directors attended 75% or more of the aggregate of meetings of
the Board and their committees held during their respective terms, except Mr.
Parchman, who attended 6 board meetings and 2 audit committee meetings.
OWNERSHIP OF SHARES
PRINCIPAL SHAREHOLDER
No person is known to the Company to be the beneficial owner of more
than 5% of the Company Common Stock at January 14, 2000 except as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Marshall T. Reynolds 4,746,127 shares (1) 49%
2450 1st Avenue
Huntington, West Virginia 25728
</TABLE>
- ----------
(1) 4,738,687 shares through a controlled corporation, The Harrah and
Reynolds Corporation ("Harrah and Reynolds"), of which Mr. Reynolds
is the sole shareholder; 2,440 shares are held by Mr. Reynolds' wife.
4,660,937 shares are pledged as collateral to secure loans made to
Mr. Reynolds in the ordinary course of business by several commercial
banks. Any disposition of such pledged shares upon a default by Mr.
Reynolds under such loans could result in a change of control of the
Company. The Company has no reason to believe that any such default
will occur.
4
<PAGE> 7
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
ownership of Company Common Stock as of January 14, 2000 by (i) each of the
directors and nominees, (ii) each executive officer named in the Summary
Compensation table contained herein, and (iii) all directors and executive
officers as a group. Except as otherwise noted, each beneficial owner listed
below has sole voting and investment power with respect to the shares listed
next to the owner's name.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENTAGE OF CLASS
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert H. Beymer 5,244 (1) *
Philip E. Cline 16,402 *
Harley F. Mooney, Jr. 18,690 *
Todd L. Parchman 2,267 *
A. Michael Perry 12,206 *
Marshall T. Reynolds 4,746,127 (2) 49%
Neal W. Scaggs 60,000 (3) *
Glenn W. Wilcox, Sr. 115,000 1.2%
Gary A. Blackshire 29,407(4)(8) *
J. Mac Aldridge 40,921 (5)(8) *
R. Douglas McElwain 30,964(6)(8) *
Michael D. McKinney 41,159 (7)(8) *
All directors and executive officers as a
group (19 persons) (9) 5,217,513 52.7%
</TABLE>
- ---------------------------------
* The percentage of shares of Company Common Stock beneficially
owned by these persons is less than 1%.
(1) Includes 2,316 shares owned by wife; reporting person has no
voting or investment power with respect to those 2,316 shares.
(2) Includes 4,738,687 shares owned by a controlled corporation;
2,440 shares owned by wife, with respect to which reporting
person has no voting or investment power.
(3) Joint voting and investment power shared with wife with
respect to 50,000 shares; 10,000 shares owned by controlled
corporation.
(4) Joint voting and investment power shared with wife with
respect to 17,479 shares; 303 shares held as custodian for
minor child.
(5) Joint voting and investment power shared with wife with
respect to 29,296 shares.
(6) Joint voting and investment power shared with wife with
respect to 12,456 shares.
(6) Includes 7,812 shares held by wife; 312 shares held by adult
child, with respect to which reporting person has no voting or
investment power.
(8) Includes presently exercisable options to purchase 11,625
shares of Common Stock pursuant to 1993 Stock Option Plan.
(9) Includes presently exercisable options to purchase an
aggregate of 99,188 shares of Common Stock pursuant to 1993
Stock Option Plan. These shares are not included for purposes
of computing the percentage of Common Stock held by all
directors and executive officers as a group.
5
<PAGE> 8
COMPENSATION OF DIRECTORS AND OFFICERS
COMPENSATION OF DIRECTORS
Company directors who are not employees of the Company are paid a
director's fee of $500 per Company Board meeting attended and $100 per committee
meeting attended. In addition, Company directors Robert H. Beymer and Harley F.
Mooney, Jr. were each paid directors' fees of $500 per Stationers, Inc. Board
meeting attended, for total Stationers, Inc. directors' fees of $6,000 each in
fiscal year 1999. The Company reimbursed directors Todd L. Parchman and Glenn W.
Wilcox, Sr. for their travel expenses incurred in attendance at monthly Board
meetings, aggregating $3,010 and $3,380, respectively, in fiscal year ended
October 31, 1999.
The Company's Blue Ridge Printing Co., Inc. subsidiary ("Blue
Ridge") is party to a Deferred Compensation Agreement dated July 1, 1993, and a
Split-Dollar Life Insurance Agreement dated July 1, 1992 with Company director
Glenn W. Wilcox, Sr., who was the principal shareholder and chairman of the
board of directors of Blue Ridge prior to the Company's acquisition of Blue
Ridge in May of 1997. Pursuant to the Deferred Compensation Agreement, if Mr.
Wilcox is employed by Blue Ridge upon attaining age 69, Blue Ridge has agreed to
pay him (or his designated beneficiary in the event of his death after
retirement prior to receiving all benefits) an annual retirement benefit of
$50,000 for ten years. If Mr. Wilcox ceases to be employed prior to age 65 as a
result of disability, he or his designated beneficiary will receive a reduced
amount. Blue Ridge may prepay its obligations in whole or part at a discounted
rate.
In the event Mr. Wilcox dies while employed by Blue Ridge prior to
commencement of payments under the Deferred Compensation Agreement, no benefits
will be payable thereunder, but death benefits will be paid under the
Split-Dollar Life Insurance Agreement. Pursuant to that Agreement, Blue Ridge
pays annual premiums on a policy of life insurance owned by Mr. Wilcox. At Mr.
Wilcox's death, or termination of the Agreement, as therein provided, Blue Ridge
is entitled to receive from the proceeds of such policy the aggregate premiums
paid by it less that portion of the annual premium taxable to Mr. Wilcox, with
Mr. Wilcox or his beneficiaries being entitled to the balance of proceeds.
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended October 31,
1999, 1998 and 1997, the cash compensation paid by the Company and its
subsidiaries, as well as certain other compensation paid or accrued for those
years, to each of the five most highly compensated executive officers of the
Company in all capacities in which they served:
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
- ------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (g) (i)
All Other
Salary Bonus Options(1) Compensation(2)
Name and Principal Position Year ($) ($) (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Marshall T. Reynolds, 1999 95,850 -0- -0- 117
President and Chief 1998 150,000 -0- -0- 156
Executive Officer, Chairman 1997 150,000 -0- -0- 78
of the Board of Directors
Gary A. Blackshire, 1999 50,016 56,801 2,000 2,136
Vice President, Division Manager 1998 50,016 47,760 2,000 1,917
1997 50,016 124,423 2,500 150
J. Mac Aldridge, 1999 50,016 103,591 2,000 3,072
Vice President, Division Manager 1998 50,016 104,258 2,000 3,085
1997 50,016 104,913 2,500 150
R. Douglas McElwain, 1999 50,016 119,022 2,000 3,381
Vice President, Division Manager 1998 50,016 134,424 2,000 1,042
1997 50,016 94,581 2,500 150
Michael D. McKinney, 1999 50,016 58,745 2,000 2,175
Vice President, General Sales Manager 1998 50,016 58,745 2,000 1,000
1997 50,016 58,745 2,500 150
</TABLE>
- ----------
(1) All options are granted at the market price of Company Common Stock on the
date of the grant. Pursuant to the anti-dilution provisions of the
Company's 1993 Stock Option Plan, all share amounts and exercise prices
have been adjusted, as appropriate, for stock dividends and stock splits
paid on Company Common Stock through October 31, 1999.
(2) This item consists of matching contributions by the Company to its 401(k)
Plan on behalf of each of the named executives to match pre-tax elective
deferral contributions (included under Salary) made by each to such plan.
Participation in the 401(k) Plan is open to any employee age 21 or older
on January 1 and July 1 of each year following the first day of the
thirteenth month of employment. For periods prior to December 31, 1997,
participants could contribute up to 2% of their annual compensation, up to
a maximum of $300 per year. Subject to limitations contained in the
Internal Revenue Code, effective January 1, 1998, participants may
contribute 1% to 15% of their annual compensation and the Company
contributes 100% of the participant's contribution not to exceed 2% of the
participant's annual compensation.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR - 1999
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
% of total
Number of options
securities granted to Exercise
underlying employees price Expiration
options granted in fiscal year ($/share) date
---------------------------
Name Type (1) #
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Marshall T. Reynolds ISO -0-
President and Chief NQSO -0-
----- -----
Executive Officer, TOTAL -0- N/A N/A N/A
Chairman of the Board
of Directors
Gary A. Blackshire ISO 2,000
Vice President, NQSO -0-
----- -----
Division Manager TOTAL 2,000 4.7% $6.875 6/18/2004
J. Mac Aldridge ISO 2,000
Vice President, NQSO -0-
----- -----
Division Manager TOTAL 2,000 4.7% $6.875 6/18/2004
R. Douglas McElwain ISO 2,000
Vice President, NQSO -0-
-----
Division Manager TOTAL 2,000 4.7% $6.875 6/18/2004
Michael D. McKinney ISO 2,000
Vice President, NQSO -0-
-----
General Sales Manager TOTAL 2,000 4.7% $6.875 6/18/2004
<CAPTION>
- -------------------------------------------------------------------------------
Potential realizable value at
assumed annual rates of
stock price appreciation
for option term (2)
-------------------------------------------
Name 5% ($) 10% ($)
- -------------------------------------------------------------------------------
<S> <C> <C>
Marshall T. Reynolds
President and Chief
Executive Officer, N/A N/A
Chairman of the Board
of Directors
Gary A. Blackshire
Vice President,
Division Manager 3,799 8,395
J. Mac Aldridge
Vice President,
Division Manager 3,799 8,395
R. Douglas McElwain
Vice President,
Division Manager 3,799 8,395
Michael D. McKinney
Vice President,
General Sales Manager 3,799 8,395
</TABLE>
- ---------------------------------
(1) Incentive Stock Option (ISO) or Non-qualified Stock Option (NQSO). These
options were granted on June 18, 1999, and vested immediately. Options
have a term of five years and are exercisable at any time during such five
years as to any or all options, conditioned upon optionee's employment by
Company at time of exercise (or exercise within 90 days following
termination of employment due to death, disability or voluntary
retirement).
(2) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent assumed annual rates of
appreciation, at 5% and 10%, for the 5 year option term, based on
Securities and Exchange Commission rules, and do not represent the
Company's estimate or projection of the price of the Company's Common
Stock in the future. Additionally, these values do not take into account
certain provisions of the options providing for termination of the options
following termination of employment. Actual gains, if any, on stock option
exercises depend upon the actual future performance of the Company's
Common Stock. Accordingly, the potential realizable values set forth in
this table may not be achieved.
8
<PAGE> 11
The following table shows the number of shares covered by both
exercisable and non-exercisable stock options as of October 31, 1999. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of Company Common Stock.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($) (2)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) (1) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marshall T. Reynolds
President and Chief Executive
Officer,
Chairman of the
Board of Directors -0- -0- -0- -0-
Gary A. Blackshire
Vice President,
Division Manager -0- -0- 13,531/0 -0-
J. Mac Aldridge
Vice President,
Division Manager -0- -0- 13,531/0 -0-
R. Douglas McElwain
Vice President,
Division Manager -0- -0- 13,531/0 -0-
Michael D. McKinney
Vice President,
General Sales Manager -0- -0- 13,531/0 -0-
</TABLE>
- ---------------------------------
(1) Aggregate market value of the shares covered by the option less the
aggregate price paid by the executive.
(2) Market value of shares covered by in-the-money options on October 29, 1999
(based on $4.25 per share, the closing price of Company Common Stock on
the NASDAQ Stock Market on October 29, 1999), less option exercise prices.
Options are in-the-money if the market value of the shares covered thereby
is greater than the option exercise price. All options are granted at the
market price of Company common stock on the date of the grant. Pursuant to
the anti-dilution provisions of the Company's 1993 Stock Option Plan, all
share amounts and exercise prices have been adjusted, as appropriate, for
stock dividends and stock splits paid on Company common stock through
October 31, 1999.
9
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Mr. Reynolds' $150,000 salary as initially established for fiscal
year 1999 was equal to the base salary established in his former employment
agreement with the Company. This salary was based upon Mr. Reynolds' extensive
experience in the commercial printing industry and the desirability of
maintaining the availability of his services for the Company. It is not tied to
any objective standards of the Company's stock performance or earnings in fiscal
year 1999. The Compensation Committee believes the base salary is appropriate.
Mr. Reynolds' former employment agreement provided that he will receive such
annual bonus as may be determined by the Compensation Committee. He requested
that the Compensation Committee not consider or grant any such bonus for fiscal
year 1999, and no bonus was granted. Effective September 1, 1999, Mr. Reynolds
directed that his salary be set at $1.00 per year.
With respect to the salaries and other compensation of the Company's
executive officers (other than Mr. Reynolds), the Compensation Committee
believes that Mr. Reynolds, as Chief Executive Officer, is in the best position
to establish such compensation and acts upon his recommendations. The Company's
compensation package for executive officers consists of base salary plus the
opportunity to earn a cash bonus and discretionary stock options. The base
salaries are set at levels Mr. Reynolds believes sufficient to attract and
retain qualified executives. Cash bonuses are based upon net profit of each of
the Company's divisions for which each executive officer is responsible, as well
as Mr. Reynolds' assessment of the executive's individual performance and level
of responsibility. Stock options are intended to attract and retain executive
management by affording them an opportunity to receive additional compensation
based upon performance of the Company's Common Stock, and are based upon Mr.
Reynolds' assessment of each executive officer's overall performance.
Members of the Compensation Committee:
Robert H. Beymer
Harley F. Mooney, Jr.
A. Michael Perry
10
<PAGE> 13
STOCK PERFORMANCE GRAPH
The following graph compares the annual change in cumulative total
shareholder return on the Company's common stock for the five year period ended
October 29, 1999 with the cumulative total return of the Russell 2000 Index and
a peer group index. This graph assumes the reinvestment of all dividends, if
any, paid on such securities and an investment of $100 on October 31, 1994. The
companies in the peer group index are: American Business Products, Inc., Banta
Corporation, Cadmus Communications Corp., New England Business Service, Outlook
Graphics Corp., Standard Register Company and United Stationers, Inc. There is
no assurance that the Company's common stock performance will continue in the
future with the same or similar trends as depicted in the below graph.
[COMPARISON OF CUMULATIVE TOTAL RETURN GRAPH]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
CHAMPION INDUSTRIES, INC. RUSSELL 2000 INDEX PEER GROUP INDEX
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
10/31/94 100 100 100
- ----------------------------------------------------------------------------------------
10/31/95 106 116 144
- ----------------------------------------------------------------------------------------
10/31/96 143 134 153
- ----------------------------------------------------------------------------------------
10/31/97 149 170 233
- ----------------------------------------------------------------------------------------
10/31/98 85 148 333
- ----------------------------------------------------------------------------------------
10/31/99 40 168 310
- ----------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 14
TRANSACTIONS WITH DIRECTORS, OFFICERS,
AND PRINCIPAL SHAREHOLDERS
INTERCOMPANY TRANSACTIONS
The Company has certain relationships and transactions with Harrah
and Reynolds and its affiliated entities. Management believes that all existing
agreements and transactions described herein between the Company and Harrah and
Reynolds and its affiliates are on terms no less favorable to the Company than
those available from unaffiliated parties. Management's belief is premised upon
its review of real estate appraisals obtained from unrelated third parties and
of market rentals of properties comparable to those leased by the Company. The
transactions described below have been approved in accordance with the Company's
disinterested director voting policy.
Realty Leases
Harrah and Reynolds, Marshall T. Reynolds or affiliated entities and
Company officers own the fee interest in certain real estate used by the Company
in its business, and lease this real estate to the Company. All realty leases
are "triple net," whereby the Company pays for all utilities, insurance, taxes,
repairs and maintenance, and all other costs associated with the properties. The
properties leased, and certain of the lease terms, are set forth below.
<TABLE>
<CAPTION>
ANNUAL EXPIRATION
PROPERTY LESSOR SQUARE FEET RENTAL OF TERM
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2450 1st Avenue ADJ Corp. (1) 85,000 $116,400 2008
Huntington, West Virginia
1945 5th Avenue Harrah and Reynolds 37,025 60,000 2007
Huntington, West Virginia
615-619 4th Avenue ADJ Corp. (1) and 59,641 21,600 2003
Huntington, West Virginia Harrah and Reynolds
405 Ann Street Printing Property Corp. (2) 36,614 57,600 2003
Parkersburg, West Virginia
1563 Hansford Street BCM Company, Ltd. (3) 21,360 49,920 2003
Charleston, West Virginia
890 Russell Cave Road Printing Property Corp. (2) 20,135 57,600 2000
Lexington, Kentucky
Route 2, Kyle Industrial ADJ Corp. (1) 9,000 78,000 2003
Park Huntington, West Virginia
</TABLE>
- ---------------------------------
(1) ADJ Corp. is a West Virginia corporation. Two-thirds of the outstanding
capital stock of ADJ Corp. is owned by Marshall T. Reynolds' two sons, one
of whom resides with Mr. Reynolds. One-third of the outstanding capital
stock is owned by the son of director A. Michael Perry.
(2) Printing Property Corp. is a West Virginia corporation wholly-owned by Mr.
Reynolds.
(3) BCM Company, Ltd. is a general partnership owned by Michael D. McKinney,
an executive officer of the Company, William M. Campbell and L. David
Brumfield, former executive officers of the Company.
12
<PAGE> 15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, during fiscal year
1999, all filing requirements applicable to its officers, directors and greater
than ten-percent beneficial owners were complied with, except that one (1)
report, covering two (2) transactions, was filed late by each of Philip E. Cline
and Marshall T. Reynolds, and one (1) report, covering one (1) transaction, was
filed late by Todd L. Parchman.
INDEPENDENT AUDITORS
The consolidated financial statements of the Company for the year
ended October 31, 1999 have been audited by Ernst & Young LLP, independent
auditors. A representative of Ernst & Young LLP will be present at the annual
meeting of shareholders in order to respond to appropriate questions and to make
any other statement deemed appropriate.
The Board of Directors selects the independent auditors for the
Company each year. The Board of Directors intends to continue the services of
Ernst & Young LLP for the fiscal year ending October 31, 2000.
OTHER BUSINESS
PROPOSAL #2 IN THE ACCOMPANYING FORM OF PROXY
At present, the Board of Directors knows of no other business to be
presented by or on behalf of the Company or its Board of Directors at the
meeting. If other business is presented at the meeting, the proxies shall be
voted in accordance with the recommendation of the Board of Directors.
Shareholders are urged to specify their choices, and date, sign, and
return the enclosed proxy in the enclosed envelope, to which no postage need be
affixed if mailed in the Continental United States. Prompt response is helpful,
and your cooperation will be appreciated.
13
<PAGE> 16
PROPOSALS BY SHAREHOLDERS
Proposals by shareholders for possible inclusion in the Company's
proxy materials for presentation at the next annual meeting of shareholders must
be received by the Secretary of the Company no later than October 20, 2000. In
addition, the proxy solicited by the Board of Directors for the next annual
meeting of shareholders will confer discretionary authority to vote on any
shareholder proposal presented at that meeting, unless the Company is provided
with the notice of such proposal no later than January 3, 2001. The Company's
By-laws provide that any shareholder wishing to present a nomination for the
office of director must do so in writing delivered to the Company at least 14
days and not more than 50 days prior to the first anniversary of the preceding
year's annual meeting, and that written notice must meet certain other
requirements. For further details as to timing of nominations and the
information required to be contained in any nomination, see Article III, Section
10 of the Company's By-laws, a copy of which may be obtained from the Secretary
of the Company upon written request delivered to P. O. Box 2968, Huntington,
West Virginia 25728.
FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY
IS BEING SOLICITED, UPON THE REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED TO
TODD R. FRY, CHIEF FINANCIAL OFFICER, CHAMPION INDUSTRIES, INC., P. O. BOX 2968,
HUNTINGTON, WEST VIRGINIA 25728.
Dated: February 17, 2000 By Order of the Board of Directors
WALTER R. SANSOM, SECRETARY
14
<PAGE> 17
CHAMPION INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS, MARCH 20, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Kirby J. Taylor and Robert L. Shell, Jr., and
each of them, with full power of substitution, proxies of the undersigned to
vote all shares of the Common Stock of Champion Industries, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of shareholders
of the Company to be held at the Radisson Hotel Huntington, 1001 Third Avenue,
Huntington, West Virginia, on March 20, 2000, and at any adjournments thereof,
as indicated below.
1. ELECTION OF DIRECTORS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES LISTED BELOW (except as marked to the contrary below)
Robert H. Beymer A. Michael Perry
Philip E. Cline Marshall T. Reynolds
Harley F. Mooney, Jr. Neal W. Scaggs
Todd L. Parchman Glenn W. Wilcox, Sr.
INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name on the line provided below:
- --------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments thereof.
(Continued, and to be signed and dated, on the reverse side)
15
<PAGE> 18
This Proxy will be voted as directed, but IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. If any other business is presented
at the Annual Meeting, this Proxy will be voted by those named in this Proxy in
accordance with the recommendation of the Board of Directors. At the present
time, the Board of Directors knows of no other business to be presented at the
Annual Meeting. This Proxy confers discretionary authority on those named in
this Proxy to vote with respect to the election of any person as director where
the nominee is unable to serve or for good cause will not serve and matters
incident to the conduct of the Annual Meeting.
This Proxy may be revoked prior to its exercise.
Dated:
---------------------------
---------------------------------
Signature
---------------------------------
Signature if held jointly
Please sign exactly as your name(s) appear(s) on this proxy. When shares are
held by joint tenants, both should sign. When signing as attorney-in-fact,
executor, administrator, trustee, committee, personal representative or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY IN THE RETURN ENVELOPE.
