<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
HUFFY CORPORATION
(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:
--------------------------------
(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:
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</TABLE>
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<PAGE> 2
[HUFFY CORPORATION LOGO]
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Huffy Corporation which will be held this year on Friday, April 25, 1997, at
10:00 a.m. Eastern Daylight Time, at True Temper Hardware Company, 465 Railroad
Avenue, Camp Hill, Pennsylvania.
Enclosed are directions to the location of the Annual Meeting and an RSVP
to indicate your present intention to attend the Meeting in person. If you are a
registered shareholder and plan to attend the Meeting, please check the
appropriate box on the proxy card and indicate the number attending from your
immediate family. Please detach and retain the admission ticket and map that is
attached to the proxy card. If your shares are held in the name of a broker or
other nominee and you do not have an admission ticket, please bring with you a
proxy or letter from the broker, trustee, bank or nominee confirming your
beneficial ownership of the shares.
Formal Notice of the Meeting and Proxy Statement accompany this letter.
Please sign, date and return the enclosed proxy card in the envelope provided as
soon as possible so that your shares will be represented at the meeting. We hope
you will be present at the meeting.
Very truly yours,
/s/ Richard L. Molen
- ---------------------
Richard L. Molen
Chairman of the Board
<PAGE> 3
[HUFFY CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997
The Annual Meeting of Shareholders of Huffy Corporation (the "Company"), an
Ohio corporation, will be held at True Temper Hardware Company, 465 Railroad
Avenue, Camp Hill, Pennsylvania, on Friday, April 25, 1997, at 10:00 a.m.,
Eastern Daylight Time, for the following purposes:
1. To elect four Directors to serve for terms of three years, and one
Director to serve for a term of one year.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent public
accountants for 1997.
3. To transact such other business as properly may be brought before the
Annual Meeting or any adjournment(s) thereof.
Shareholders of record at the close of business on February 28, 1997, are
entitled to vote at the meeting or any adjournment(s) thereof.
By Order of the Board of Directors
/s/ Nancy A. Michaud
--------------------------
Nancy A. Michaud
Secretary
Dayton, Ohio
March 6, 1997
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER YOU
EXPECT TO ATTEND OR NOT, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL
IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE TO SAVE THE COMPANY THE
EXPENSE OF FOLLOW-UP LETTERS AND TELEPHONE CALLS.
<PAGE> 4
HUFFY CORPORATION
P.O. BOX 1204
DAYTON, OHIO 45401
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1997
MARCH 6, 1997
GENERAL INFORMATION
PERSONS MAKING THE SOLICITATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Huffy Corporation (the "Company") to be
used at the Annual Meeting of Shareholders to be held on April 25, 1997, and any
adjournment(s) thereof. This Proxy Statement and the accompanying proxy card
were first mailed to Shareholders on or about March 6, 1997. The Company will
bear the cost of soliciting proxies and will, upon request, reimburse banks,
brokerage houses and other institutions for their expenses in forwarding proxy
materials to their principals. Directors, Officers and employees of the Company
may solicit proxies personally from some Shareholders if proxies are not
received promptly.
VOTING SECURITIES
The authorized voting capital stock of the Company consists of 60,000,000
shares of Common Stock, $1.00 par value, of which there were 13,304,002 shares
issued and outstanding as of February 28, 1997, which is the record date for the
determination of the holders of Common Stock entitled to receive notice of and
to vote at the Annual Meeting. Each share of Common Stock entitles the holder
thereof to one vote.
ACTIONS TO BE TAKEN BY HOLDERS OF PROXIES
Unless otherwise directed by the person giving the proxy, all properly
executed proxies will be voted: (1) for the election of Don R. Graber, W.
Anthony Huffman, Donald K. Miller, Richard L. Molen and Joseph P. Viviano as
Directors of the Company; (2) in favor of ratification of the appointment of
KPMG Peat Marwick LLP as independent public accountants for the Company for
1997; and (3) at the discretion of the holders of the proxies, in the
transaction of such other business as may properly come before the Annual
Meeting or any adjournment(s) thereof.
The holders of the proxies may, in their discretion, vote for substitute
nominee(s) designated by the Board of Directors, or take action to reduce the
number of Directors, in the event that any nominee becomes unable to serve for
any reason presently unknown.
A proxy may be revoked at any time before exercise by written notice to the
Company bearing a later date than the proxy, by submission of a later dated
proxy, or by voting in person in open meeting (although presence at the Annual
Meeting will not in and of itself constitute revocation of the proxy). Any
written notice revoking a proxy should be sent to Huffy Corporation, P.O. Box
1204, Dayton, Ohio 45401, Attention: Nancy A. Michaud, Secretary.
1
<PAGE> 5
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes. The Board
of Directors of the Company recommends that four Directors be elected each for a
three year term expiring in 2000 and that one Director be elected for a term of
one year expiring in 1998. The Board of Directors of the Company currently has
12 Directors: five whose terms expire in 1997, four whose terms expire in 1998,
and three whose terms expire in 1999. In 1996, in accordance with Ohio law and
the Company's Code of Regulations, the Board of Directors set the number
constituting the full Board for 1997 to 11. Donald K. Miller, Richard L. Molen
and Joseph P. Viviano, whose terms expire in 1997, have each been recommended by
the Nominating and Governance Committee of the Board of Directors and nominated
by the Board of Directors for election to the Board of Directors for a three
year term expiring in 2000. In July, 1996, Don R. Graber was elected to the
Board by the Board of Directors and has been recommended by the Nominating and
Governance Committee of the Board of Directors and nominated by the Board of
Directors for election to the Board of Directors for a one year term expiring in
1998. W. Anthony Huffman has also been recommended by the Nominating and
Governance Committee of the Board of Directors and nominated by the Board of
Directors for election to the Board of Directors for a three year term expiring
in 2000. Stephen P. Huffman and Fred G. Wall, whose terms expire in 1997, are
retiring from the Board of Directors in accordance with the Company's Director
Retirement Policy.
Under Ohio law, if a Shareholder gives written notice to the President, a
Vice President or the Secretary of the Company, not less than 48 hours before
the time fixed for the Annual Meeting, that such Shareholder desires the voting
at the election of Directors to be cumulative, and if an announcement of the
giving of such notice is made upon the convening of the meeting by the chairman
or secretary of the meeting or by or on behalf of the Shareholder giving such
notice, then the Directors will be elected by cumulative voting. In such event,
each Shareholder has the right to give one candidate a number of votes equal to
the number of Directors then being elected multiplied by the number of such
Shareholder's shares, or to distribute such Shareholder's votes on the same
principle among two or more candidates. In the event that Directors are elected
by cumulative voting and cumulated votes represented by proxies solicited hereby
are insufficient to elect all the nominees, then the holders of the proxies
intend to vote such proxies cumulatively for the election of as many of such
nominees as possible and in such order as the holders may determine. Votes will
be counted by KeyCorp Shareholder Services, Inc. acting as the inspector of
elections.
Under Ohio law and the Company's Code of Regulations, the five nominees
receiving the greatest number of votes shall be elected as Directors. Shares as
to which authority to vote is withheld, abstentions and shares not voted by
brokers and other entities holding shares on behalf of beneficial owners will
not be counted and will have no effect on the outcome of the election.
2
<PAGE> 6
The following table sets forth certain information as to each nominee for
Director and each other person whose term of office as Director will continue
after this Annual Meeting:
<TABLE>
<CAPTION>
SERVED AS
NAME AND PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS(1) AGE SINCE
- --------------------------------------------------------------------------- --- ---------
<S> <C> <C>
NOMINEES FOR TERMS EXPIRING IN 2000
W. Anthony Huffman, retired from the Company and currently President of 54 --
Huffman Travel Limited (engaged in travel services) since 1997; prior
thereto Vice President-Corporate Affairs of the Company from 1994 to
1995; prior thereto Vice President-Marketing of the Company(2)
Donald K. Miller, Chairman of Greylock Financial Inc. (engaged in the 65 1988
financing of management and leveraged buyouts) since 1992; prior thereto,
Managing Partner of Greylock Financial Partnership (now Greylock
Financial Inc.) since 1986, Vice Chairman of Thomson Advisory Group L.P.
(now PIMCO Advisors L.P.) from 1993-1994, and Chairman and Chief
Executive Officer of Thomson Advisory Group L.P. from 1990-1993(3)
Richard L. Molen, Chairman of the Board and Chief Executive Officer of the 56 1985
Company since July, 1996; prior thereto Chairman of the Board, President
and Chief Executive Officer of the Company since 1994; prior thereto
President and Chief Executive Officer of the Company since 1993; prior
thereto President and Chief Operating Officer of the Company(4)
Joseph P. Viviano, President and Chief Operating Officer of Hershey Foods 58 1996
Corporation (engaged in the manufacture, distribution and sale of
consumer food products) since 1994; prior thereto President of Hershey
Chocolate U.S.A., a division of such company(5)
NOMINEE FOR TERM EXPIRING IN 1998
Don R. Graber, President and Chief Operating Officer of the Company since 53 1996
July, 1996; prior thereto President of Worldwide Household Products Group
and Group Vice President of The Black & Decker Corporation (engaged in
the marketing and manufacture of products used in and around the home and
for commercial applications) since 1993; prior thereto President of the
International Group of such company(6)
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Linda B. Keene, Vice President-Market Development of American Express 45 1993
Financial Advisors since 1994 (engaged in financial advising services);
prior thereto Vice President-Marketing Services of The Pillsbury Company
Geoffrey W. Smith, Vice President of LTI Ventures Leasing Corporation 51 1986
(engaged in the financing of high-tech office automation equipment) since
1993; prior thereto Director of U.S. Multinational Division of The First
National Bank of Boston
Thomas C. Sullivan, Chairman and Chief Executive Officer of RPM, Inc. 59 1995
(manufacturer of specialty chemicals and coatings)(7)
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
SERVED AS
NAME AND PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS(1) AGE SINCE
- --------------------------------------------------------------------------- --- ---------
<S> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Jack D. Michaels, Chairman, President and Chief Executive Officer of HON 59 1993
INDUSTRIES Inc. (manufacturer and marketer of metal and wood office
furniture and pre-fabricated fireplaces/stoves) since 1995; prior thereto
President and Chief Executive Officer of such company(8)
James F. Robeson, Herbert E. Markley Visiting Scholar in Business at Miami 60 1994
University since 1995; prior thereto and currently consultant to various
distribution companies since 1993; prior thereto Senior Director of
Coopers & Lybrand (national accounting firm) in 1993; prior thereto Dean
of the Richard T. Farmer School of Business Administration at Miami
University(9)
Patrick W. Rooney, Chairman of the Board, President and Chief Executive 61 1995
Officer of Cooper Tire & Rubber Company (manufacturer of tires and inner
tubes for the automotive aftermarket, and engineered rubber products for
the O.E.M. automotive industry) since 1994; prior thereto President and
Chief Operating Officer of such company(10)
</TABLE>
- ---------------
(1) Except as disclosed herein, no information is included in this Proxy
Statement for any portion of a period in which a Director did not hold
office as a Director of the Company.
(2) Mr. W. Anthony Huffman and Mr. Stephen P. Huffman, who is retiring from
the Board of Directors, are brothers.
(3) Mr. Miller is a Director of Fibreboard Corporation, Layne Christensen
Company, PIMCO Advisors L.P. and RPM Inc.
(4) Mr. Molen is a Director of Alltrista Corporation and The Duriron Company,
Inc.
(5) Mr. Viviano is a Director of Chesapeake Corporation and Hershey Foods
Corporation.
(6) Mr. Graber is a Director of Precision Castparts Corporation.
(7) Mr. Sullivan is a Director of Pioneer-Standard Electronics, Inc., and RPM,
Inc.
(8) Mr. Michaels is a Director of HON INDUSTRIES Inc.
(9) Mr. Robeson is a Director of Roberds, Inc. and Acordia of Columbus.
(10) Mr. Rooney is a Director of Alltrista Corporation and Cooper Tire & Rubber
Company.
MEETINGS BY, AND CERTAIN COMMITTEES OF, THE COMPANY'S BOARD OF DIRECTORS
Donald K. Miller (Chairman), Linda B. Keene, James F. Robeson and Geoffrey
W. Smith comprise the Audit Committee of the Board of Directors. The Audit
Committee meets with the Company's independent public accountants, internal
auditors, and financial management executives and reviews the scope and results
of audits as well as recommendations made by the Company's auditors and
executives with respect to internal accounting controls. During the last fiscal
year, the Audit Committee met two times.
Fred G. Wall (Chairman), Stephen P. Huffman, Jack D. Michaels, Patrick W.
Rooney and Thomas C. Sullivan comprise the Compensation Committee of the Board
of Directors. The Compensation Committee sets salary and benefits policy, and
determines compensation and benefit levels for the Company's Officers and
certain other key employees. During the last fiscal year, the Compensation
Committee met three times.
Jack D. Michaels (Chairman), James F. Robeson and Joseph P. Viviano
comprise the Nominating and Governance Committee. This Committee seeks out and
reviews the qualifications of possible candidates for Board membership.
Shareholders may submit nominee recommendations, complete with qualifications,
to any member of the Committee at any time. The Committee recommends to the
Board of Directors candidates for election as Directors at annual meetings,
candidates to fill va-
4
<PAGE> 8
cancies on the Board, and candidates for Committees of the Board. The Committee
also conducts the annual Chief Executive Officer and Board assessments. During
the last fiscal year the Committee met four times.
During the last fiscal year, the Board of Directors met seven times. No
Director attended fewer than 75 percent of the aggregate number of meetings of
the Board of Directors and meetings of Committees thereof during the time such
person was a Director and member of any such Committee, other than Joseph P.
Viviano whose term commenced on September 1, 1996 and who was absent from one
Board of Directors meeting in 1996 due to a non-recurring conflict.
COMPENSATION OF DIRECTORS
The Company's non-employee Directors ("Outside Directors") receive annual
base compensation of $19,000, except for those Directors who were vested in the
Directors' Retirement Plan (which was discontinued, see page 6 herein) on April
1, 1996, who receive annual base compensation of $15,000. All Directors receive
additional compensation of $900 per Board meeting attended. The Chairmen of the
Compensation, Audit and Nominating and Governance Committees receive additional
compensation of $2,500 per year. Each Committee member (including the Chairman
of the Committee) receives $850 for each Committee meeting attended.
Additionally, Directors receive consulting fees of $500 for each half day of
service provided outside their normal duties as Directors when such services are
provided at the request of management of the Company and $500 for Board of
Directors' visits to Company plant sites. Directors receive $2,500 for
attendance at Board of Directors' retreat meetings but such fee is in lieu of
all meeting fees for Board and Committee meetings held during such retreat. No
Director who is an employee of the Company receives any compensation for
services as a Director.
DIRECTOR PLANS
Outside Directors may elect to defer payment of their fees or take part or
all of their annual base fees in the form of stock options, pursuant to the
Company's 1987 Director Stock Option Plan (the "1987 Plan"). The 1987 Plan
provides for the automatic grant of options to purchase 5,625 shares (adjusted
for stock splits) of the Company's Common Stock every third year, commencing in
1988, on the second business day after the Annual Meeting of Shareholders.
Options are granted to Outside Directors at a purchase price equal to 100
percent of the fair market value of the Common Stock on the date of grant.
In addition to options granted automatically every three years, if an
Outside Director files an irrevocable election with the Secretary of the Company
at least six months prior to July 1 of any year and on such other date(s) as may
be designated from time to time electing not to receive all or a portion of his
or her annual base compensation to be earned in the following 12 month period
beginning July 1 and ending June 30, then the Company shall grant options
automatically on July 1 or such other dates, if applicable, to such Outside
Director. The number of shares of Common Stock for which options will be granted
will be the nearest number of whole shares of Common Stock determined in
accordance with the following formula:
<TABLE>
<C> <S>
Portion of Annual Base
COMPENSATION NOT RECEIVED = Number of Shares
-------------------------
Fair Market
Value minus $1.00
</TABLE>
For the 12 month period beginning July 1, 1997, and ending June 30, 1998,
Outside Directors have elected not to receive, in the aggregate, $61,000 of
their annual base compensation and to have the Company grant options to them on
July 1, 1997, based on such elections in accordance with the 1987 Plan. The
option price per share of the Common Stock covered by such options will be
$1.00.
No options may be exercised before the second Annual Meeting of
Shareholders of the Company following the date they were granted, except upon a
change in control (as defined in the 1987 Plan), or due to retirement from the
Board of Directors because of total and permanent disability, expiration of a
Director's term of office, or otherwise in accordance with the current Board of
Directors' policy or upon the death of the option holder. A notice to exercise
an option must be accompanied by full payment of the purchase price for the
Common Stock being purchased. The 1987 Plan, which
5
<PAGE> 9
is effective for ten years, is administered by a Committee consisting of three
Officers and two key employees of the Company not entitled to participate in the
1987 Plan.
In 1990, the Company adopted a Directors' Retirement Plan whereby each
Outside Director who has served as a member of the Board of Directors five years
or more will earn an annual retirement benefit of $5,000 plus $1,000 for each
year of service as an Outside Director (prorated for partial years) in excess of
five years service, not to exceed a maximum annual benefit of $10,000.
Retirement benefits will commence when specified by an eligible Director after
retirement from the Board of Directors, but not earlier than age 60 or later
than age 70, and will continue for a period equal to the number of full years of
service as an Outside Director, not to exceed 12 years.
In February, 1996, the Board of Directors elected to discontinue the
Directors' Retirement Plan, freezing retirement benefits for those Board members
vested in such Plan through their current term, and in lieu of such benefits for
those Directors not vested in such Plan, effective April 1, 1996, increasing
such non-vested Directors' annual base compensation by $4,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of the Company's Common
Stock reported to the Company as of January 2, 1997, for each Director and
nominee and for each of the Executive Officers named in the Summary Compensation
Table (the "Named Executive Officers"), and for all Directors, nominees and
Executive Officers as a group. For purposes of the table, a person is considered
to "beneficially own" any shares of Common Stock (i) over which the person
exercises sole or shared voting or investment power or (ii) of which the person
has the right to acquire beneficial ownership at any time within 60 days after
January 2, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER(1) OWNERSHIP(2)
- ------------------------------ ------------
<S> <C>
Thomas A. Frederick........... 10,715(3)
Don R. Graber................. 10,000
Timothy G. Howard............. 32,745(4)
Stephen P. Huffman............ 75,993(5)
W. Anthony Huffman............ 189,465(6)
Linda B. Keene................ 6,662(7)
Jack D. Michaels.............. 6,625(8)
Nancy A. Michaud.............. 8,049(9)
Donald K. Miller.............. 75,811(10)
Richard L. Molen.............. 143,588(11)
James F. Robeson.............. 6,625(12)
Patrick W. Rooney............. 1,200
Geoffrey W. Smith............. 49,406(13)
Thomas C. Sullivan............ 7,250
Joseph P. Viviano............. 700(14)
Fred G. Wall.................. 23,226(15)
Pamela J. Whipps.............. 8,334(16)
All Directors, Nominees and
Executive Officers as a
Group (17 persons).......... 656,394(17)
</TABLE>
- ---------------
(1) All shares are held with sole voting and sole investment power unless
otherwise indicated in the footnotes below.
(2) Except for W. Anthony Huffman and Richard L. Molen whose Common Stock
ownership is 1.42 percent and 1.07 percent, respectively, no such
beneficial owner owns more than one percent of the issued and outstanding
shares of Common Stock of the Company. All Directors, Nominees and
Executive Officers as a group own 4.85 percent of the issued and
outstanding shares of Common Stock of the Company as of January 2, 1997.
(3) Mr. Frederick has shared voting and shared investment power with respect to
5,954 shares held jointly with his wife. The total amount also includes
4,761 shares as to which Mr. Frederick holds options exercisable within 60
days.
(4) Mr. Howard has shared voting and shared investment power with respect to
5,545 shares held jointly with his wife. The total amount also includes
24,092 shares
6
<PAGE> 10
as to which Mr. Howard holds options exercisable within 60 days.
(5) Mr. Stephen Huffman has sole voting and sole investment power with respect
to 54,803 shares held in trust for the benefit of himself and his family.
Mr. Huffman has shared voting and shared investment power with respect to
2,933 shares held jointly with his wife. The total amount also includes
18,257 shares as to which Mr. Huffman holds options exercisable within 60
days.
(6) Mr. W. Anthony Huffman has sole voting and sole investment power with
respect to 106,995 shares, of which 20,930 shares are held by him as
custodian for his children. Mr. Huffman has shared voting and shared
investment power with respect to 675 shares held by his wife. As trustee
for his father's and brother's estates, Mr. Huffman has shared voting and
investment power and sole voting and investment power with regard to 17,375
shares and 28,310 shares, respectively, held by the respective estates. The
total amount also includes 28,310 shares as to which Mr. Huffman holds
options exercisable within 60 days.
(7) Ms. Keene has shared voting power and shared investment power with respect
to 1,037 shares held jointly with her husband. The total amount also
includes 5,625 shares as to which Ms. Keene holds options exercisable
within 60 days.
(8) The total amount also includes 5,625 shares as to which Mr. Michaels holds
options exercisable within 60 days.
(9) Ms. Michaud has shared investment power with respect to 1,136 shares held
by her husband. The total amount also includes 3,363 shares as to which Ms.
Michaud holds options exercisable within 60 days.
(10) Mr. Miller has sole voting and sole investment power with respect to 59,450
shares, of which 20,000 shares are held by him as custodian for his
children. Mr. Miller has shared investment power with respect to 1,975
shares held by his wife. The total amount also includes 14,386 shares as to
which Mr. Miller holds options exercisable within 60 days.
(11) Mr. Molen has shared investment power with respect to 34,725 shares held by
his wife and 2,401 shares held by his children. The total amount also
includes 30,442 shares as to which Mr. Molen holds options exercisable
within 60 days.
(12) Mr. Robeson has shared investment power with respect to 1,000 shares held
by his wife. The total amount also includes 5,625 shares as to which Mr.
Robeson holds options exercisable within 60 days.
(13) Mr. Smith has sole voting and sole investment power with respect to 32,150
shares, of which 4,919 shares are held in trust for the benefit of his
children and 1,878 shares are held by him as custodian for his children.
The total amount also includes 17,256 shares as to which Mr. Smith holds
options exercisable within 60 days.
(14) Mr. Viviano has shared voting and shared investment power with respect to
500 shares held jointly with his wife.
(15) Mr. Wall has sole voting and sole investment power with respect to 2,598
shares, of which 2,000 shares are held in trust for his benefit. The total
also includes 20,628 shares as to which Mr. Wall holds options exercisable
within 60 days.
(16) Ms. Whipps has shared voting power with respect to 750 shares held by her
husband. The total amount also includes 3,938 shares as to which Ms. Whipps
holds options exercisable within 60 days.
(17) The total amount includes 182,308 shares which are subject to options
exercisable within 60 days.
7
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to Shareholders
known to the Company to be beneficial owners of more than five percent of the
Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT
AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS(5)
- -------------------------- --------- ----------
<S> <C> <C>
David L. Babson & Co.,
Inc.(1)
One Memorial Drive
Cambridge, MA
02142-1300 813,350 6.08%
Sanford C. Bernstein &
Co., Inc.(2)
One State Street Plaza
New York, NY 10004 1,017,800 7.60%
Brinson Partners(3)
209 South LaSalle Street
Suite 114
Chicago, IL 60604-1295 793,650 5.90%
Dimensional Fund Advisors
Inc.(4)
1299 Ocean Avenue
11th Floor
Santa Monica, CA
90401-1038 695,650 5.18%
</TABLE>
- ---------------
(1) This information is taken from the Schedule 13G, dated February 7, 1997,
filed by David L. Babson & Co., Inc. with the Securities and Exchange
Commission, which disclosed David L. Babson & Co., Inc. has sole voting
power with respect to 251,900 shares, shared voting power with respect to
563,450 shares, and sole investment power with respect to 813,350 shares.
(2) This information is taken from the Schedule 13G, dated January 30, 1997,
filed by Sanford C. Bernstein & Co., Inc. with the Securities and Exchange
Commission, which disclosed Sanford C. Bernstein & Co., Inc. has sole voting
power with respect to 867,800 shares, shared voting power with respect to
23,200 shares, and sole investment power with respect to 1,017,800 shares.
(3) This information is taken from the Schedule 13G, dated February 12, 1997,
filed by Brinson Partners with the Securities and Exchange Commission, which
disclosed Brinson Partners has shared voting power with respect to 793,650
shares, and shared investment power with respect to 793,650 shares.
(4) The following description was supplied by Dimensional Fund Advisors Inc.:
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 695,650 shares of Huffy
Corporation 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. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(5) Percentages listed are those disclosed in the referenced Schedules 13G and
are not verified by the Company.
REPORT OF COMPENSATION COMMITTEE
Decisions on compensation and stock options of the Company's Executive
Officers are made by the Compensation Committee of the Board of Directors (the
"Committee") which is comprised of non-employee Directors.
COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS
The Company's executive compensation program is designed to tie a
significant portion of executive compensation to the Company's success in
meeting specified performance goals and to appreciation in the price of the
Company's Common Stock. This strategy is designed to attract and retain the best
possible executive talent, to motivate these executives to achieve the Company's
goals, to link executive and Shareholder interests, and to provide a
compensation package that recognizes individual contributions as well as overall
business results. In reviewing the individual performance of the named Executive
Officers whose compensation is detailed in this Proxy Statement, other than Mr.
Richard L. Molen, the Chief Executive Officer, the Committee takes into account
the views of Mr. Molen.
The Committee compares the Company's executive compensation structure
against those of other industrial manufacturers whose size is adjusted to that
of the Company. The Committee believes that industrial manufacturers generally
represent the Company's most direct competitors for executive talent. A majority
of those industrial companies are not
8
<PAGE> 12
included in the Performance Graph on page 15 herein, as the Company uses the
Standard & Poor's Leisure Time Products Index, which is more representative of
the Company's lines of business. The Committee's policy is to establish
midpoints of base salary ranges and total compensation at the 50th percentile
level of industrial midpoints for comparable positions and to adjust such
midpoints annually to maintain that level. The Company's overall executive
compensation levels are below such 50th percentile midpoints.
The key elements of the Company's 1996 executive compensation program
consist of Base Salary, the Profit Sharing Bonus Plan, the Long-Term Incentive
Plan and Stock Options and Restricted Shares, as well as the 1993 CEO Long-Term
Performance Plan (the "CEO Plan") and the Transition/Consulting Compensation
Agreement ("Transition Agreement") for Mr. Molen. In addition, while the
elements of compensation described below are considered separately, the
Committee takes into account the full compensation package afforded by the
Company to the individual, including pension benefits, supplemental retirement
benefits, severance plans, insurance and other benefits, as well as the programs
described below. The Committee has reviewed Section 162(m) of the Internal
Revenue Code of 1986, as amended, which limits the deduction for certain
executive compensation and, based on present levels of compensation, does not
anticipate the loss of deductibility for any compensation paid over the next
year.
BASE SALARY
Base salary ranges for Executive Officers are determined by periodic
recommendations by an independent compensation consultant who evaluates the
responsibilities of each such position, and compares the Company's salary level
for the position to comparable positions at other industrial companies
nationwide. The Company's policy is to generally establish midpoints of such
base salary ranges at the 50th percentile level of industrial midpoints for
comparable positions, and to adjust such midpoints annually to maintain that
level. Annual salary adjustments within such base salary ranges are determined
by evaluating both the performance of the Executive Officer and the Executive
Officer's current base salary as a percentage of his or her target base salary
range midpoint, using a matrix which reflects the Company's overall annual
salary increase budget. Generally speaking, the higher the performance level and
the lower the percentage that current base salary represents of the base salary
range midpoint, the higher the percentage of base salary increase. Performance
of an Executive Officer is evaluated based upon the employee's accomplishment of
his or her duties, objectives established by his or her supervisor (in the case
of Mr. Molen by the Board of Directors), and general management abilities. In
June, 1996, Mr. Molen's annual base salary was increased to $525,000.
PROFIT SHARING BONUS PLAN
Executive Officers may receive bonuses based upon corporate and individual
performance objectives established at the beginning of each year. The corporate
performance measure for bonus payments in 1996 recommended and approved by the
Committee and approved by the Board of Directors was based equally on return on
average net assets ("RONA") and on earnings per share ("EPS"). In 1996, the
performance measure was established to motivate management to achieve a
significant turnaround in RONA and EPS, when compared to the RONA of 0 percent
and a net loss per share of $0.78 in 1995. For 1996, target level and maximum
level bonus on corporate performance would be achieved when RONA was at 4.0
percent and 4.6 percent, respectively, and EPS at $0.40 and $0.46, respectively.
As approved by the Committee, the Executive Officers are eligible to earn profit
sharing bonuses ranging from 30 percent to 50 percent (50 percent for Mr. Molen)
of their annual base salaries at target level and from 60 percent to 100 percent
(100 percent for Mr. Molen) of such salaries at maximum level, with 80 percent
of the bonus based on corporate performance and 20 percent on individual
personal objectives. Individual performance is based on achievement of personal
goals. Personal goals are both qualitative, such as certain business strategy
development and/or implementation, improved customer satisfaction, management
effectiveness and personal development, and quantitative, such as achieving cost
reduction, production and sales goals. In 1996, the Company reported a RONA of
5.1
9
<PAGE> 13
percent and an EPS of $0.48. Based on these results, Mr. Molen was awarded a
bonus of $417,350, $77,350 of which was based on personal objectives.
LONG-TERM INCENTIVE PLAN
The Executive Officers participate in the Company's Long-Term Incentive
Plan which is based on the Company's actual earnings achieved during the period
as compared to an earnings' target established by the Compensation Committee
prior to the commencement of the award period. The Plan is designed to establish
earnings' targets at a level which motivates the Executive Officers to manage
the business such that it returns tax affected earnings before interest minus an
asset usage charge, using the Company's weighted average cost of capital, at a
level that exceeds the Company's cost of capital. Under this plan, in 1996,
Executive Officers are each eligible to earn target and maximum awards ranging
from 17.5 to 35 percent, respectively, and 50 to 100 percent (50 to 100 percent
for Mr. Molen), respectively, of their annual base salaries. For 1996, target
level awards required a minimum equivalent EPS of $0.40. Awards earned for 1996
are payable one-third in 1997, one-third in 1998 and one-third in 1999. The 1998
and 1999 payments may be reduced to zero if the Company's actual earnings for
each immediately preceding year are less than the then established targets for
such years. Based on 1996 EPS of $0.48 for 1996, Mr. Molen received a target
award of $70,833.
STOCK OPTIONS
Under the Company's 1988 Stock Option Plan and Restricted Share Plan ("1988
Plan"), stock options may be granted by the Committee to the Company's Executive
Officers and other key managers. The Committee sets guidelines for the size and
frequency of awards of stock option grants which are based upon the employee's
position and base salary. Mr. Molen and all other Executive Officers are
eligible to receive an annual grant equal to approximately 85 percent of their
base salary (subject to eligibility for additional options as described below)
divided by the closing price of the Common Stock on the New York Stock Exchange
on the date of grant. Stock options are granted to Executive Officers with an
exercise price equal to the closing market price of the Common Stock on the date
of grant and currently become exercisable in three equal, annual installments
commencing three years from the date of grant. This approach is designed to
motivate the creation of Shareholder value over the long term since the full
benefit of the compensation package cannot be realized unless Common Stock price
appreciation occurs. In June, 1996, Mr. Molen received options to purchase
100,000 shares of Common Stock with an exercise price of $13.50 per share,
exercisable ratably over a three-year period beginning in June, 1998. Pursuant
to the Transition Agreement, no additional options will be granted to Mr. Molen
under the 1988 Plan or any successor plan through December 31, 1998. As of
January 2, 1997, Mr. Molen beneficially owned 143,588 shares of Common Stock.
Upon acceptance of employment with the Company, Mr. Don R. Graber,
President and Chief Operating Officer, was awarded a restricted share grant of
90,000 shares of Common Stock at a purchase price of $1.00 per share,
exercisable ratably over a three-year period beginning in July, 1997 and an
option to purchase 100,000 shares of Common Stock with an exercise price of
$11.25 per share, exercisable ratably over a three-year period beginning in
July, 1997. No additional options will be granted to Mr. Graber under the 1988
Plan or any successor plan until 1998.
In order to align the interests of Shareholders and management, the Board
of Directors approved an Executive Stock Ownership program in 1994, commencing
in 1995, which sets guidelines for share ownership for Executive Officers and
other key personnel. Under the guidelines, in order to be awarded additional
stock options, equal to approximately 17 percent of their base salary, the Chief
Executive Officer and all other Executive Officers are required to own Common
Stock equal to 1.5 times (for the Chief Executive Officer) and 1 to 0.5 times
their salaries (for all other Officers), with measured interim ownership goals
to be attained over a ten year period.
10
<PAGE> 14
1993 CEO LONG-TERM PERFORMANCE PLAN
Under the CEO Plan, Mr. Molen may earn a cash performance award if, and
only if, the Company achieves the requisite Total Shareholder Return (as defined
in the CEO Plan to include the annual rate of growth of the Common Stock and
dividends paid on such stock) on a Beginning Share Price (as defined in the CEO
Plan) during the applicable performance period. For the performance period
beginning January 1, 1993, and ended December 31, 1996, the Beginning Share
Price was $16.25 and a Total Shareholder Return of 15 percent or greater was
required on December 31, 1996 for the receipt of a performance award by Mr.
Molen. A Total Shareholder Return of 15 percent was not achieved for this period
and, thus, no award was made.
Through the programs described above, a significant portion of the
Company's executive compensation is linked directly to individual and corporate
performance and returns to Shareholders, a policy the Committee intends to
continue.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS(1)
Stephen P. Huffman, Jack D. Michaels, Patrick W. Rooney, Thomas C. Sullivan and
Fred G. Wall
- ---------------
(1) Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, this report
and the graph set forth on page 15 shall not be incorporated by reference
into any such filings.
CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS
The Company, in the ordinary course of business, selected Columbus Circle
Investors in 1991 as one of its four investment advisors for Company pension
funds. Mr. Donald K. Miller, a Director of the Company, is a Director of PIMCO
Advisors L.P., of which Columbus Circle Investors is a sub-partnership. Fees
paid to Columbus Circle for services rendered in 1996 aggregated $113,317, which
fees were competitive with those offered by other investment advisors providing
similar services.
The Company, through a wholly owned subsidiary, provides certain services
in the ordinary course of business to Rust-Oleum Corporation, a subsidiary of
RPM, Inc. Mr. Thomas C. Sullivan, a Director of the Company, is the Chairman and
Chief Executive Officer of RPM, Inc. During the year ended December 31, 1996,
Rust-Oleum Corporation paid $173,185 for such services which were provided on
terms, conditions, and prices competitive with those offered to other purchasers
of such services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for 1996 were Fred G. Wall
(Chairman), Stephen P. Huffman, Jack D. Michaels, Patrick W. Rooney and Thomas
C. Sullivan, none of whom is or was a current or former officer or employee of
the Company or any of its subsidiaries. No Executive Officer of the Company
serves as a Director or as a member of a Committee of any company of which any
of the Company's Directors are executive officers.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table shows, for the fiscal years ended December 31, 1994,
1995 and 1996, the cash compensation paid by the Company as well as certain
other compensation paid or accrued for those years, to each of the five most
highly compensated Executive Officers, including Richard L. Molen, the current
Chairman and Chief Executive Officer of the Company, in all capacities in which
they served:
11
<PAGE> 15
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ----------------------- ----------
OTHER NUMBER ALL
ANNUAL RESTRICTED OF OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) SATION(2) AWARD(S) SARS(3) PAYOUTS(4) SATION(5)
- ---------------------------- ---- -------- -------- ------- ---------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard L. Molen 1996 $453,114 $417,350 $2,192 $ 0 100,000 (3) $ 70,833 $52,680
Chairman of the Board 1995 424,996 0 2,184 0 41,286 0 93,914
and Chief Executive 1994 387,762 171,800 1,550 0 25,351 0 94,507
Officer
Don R. Graber 1996 164,616 300,000 50,971 $922,500(3) 100,000 (3) 0 4,292
President and Chief 1995 -- -- -- -- -- -- --
Operating Officer 1994 -- -- -- -- -- -- --
Thomas A. Frederick 1996 159,769 87,000 2,039 0 13,449 8,458 14,068
Vice President- 1995 145,000 25,325 1,974 0 14,086 0 14,397
Finance and Chief 1994 131,117 60,000 3,286 0 10,379 0 14,145
Financial Officer
Nancy A. Michaud 1996 151,462 89,700 1,366 0 11,787 8,750 13,825
Vice President-General 1995 140,000 0 1,826 0 13,600 0 14,533
Counsel and Secretary 1994 129,577 33,625 1,180 0 8,351 0 13,372
Timothy G. Howard 1996 149,577 85,200 4,535 0 11,787 8,283 11,966
Vice President- 1995 142,000 0 2,597 0 13,794 0 19,042
Controller 1994 133,236 36,650 913 0 8,471 0 19,297
</TABLE>
- ---------------
(1) "Salary" and "Bonus" include amounts that would have been payable currently,
but were deferred at an election of an Executive Officer, such as through
the Company's 401(k) Savings Plan.
(2) The compensation listed represents the amounts reimbursed to the Named
Executive Officers for the payment of taxes, including those paid to Mr.
Graber in connection with his relocation on behalf of the Company from
Connecticut to Ohio. No perquisites were provided or other personal benefits
paid to a Named Executive Officer in 1996 which exceeded the lesser of
$50,000 or ten percent of the total annual salary and bonus reported for
such Named Executive Officer.
(3) These numbers represent options for shares of the Company's Common Stock
granted pursuant to the Company's 1988 Stock Option Plan and Restricted
Share Plan. Mr. Molen received grants in 1996 in lieu of option grants in
1997 and 1998. Upon acceptance of employment with the Company, Mr. Don R.
Graber, President and Chief Operating Officer, was awarded a restricted
share grant of 90,000 shares of Common Stock at a purchase price of $1.00
per share, exercisable ratably over a three-year period beginning in July,
1997 and an option to purchase 100,000 shares of Common Stock with an
exercise price of $11.25 per share, exercisable ratably over a three-year
period beginning in July, 1997. No additional options will be granted to Mr.
Graber under the 1988 Plan or any successor plan until 1998. The value of
the restricted shares, as of December 31, 1996, was $1,203,750. When the
restricted shares are exercisable and Mr. Graber subscribes for them,
dividends will be paid on subscribed shares. See the next table labeled
"Option Grants in Last Fiscal Year" for more detailed information on such
options.
(4) Long Term Incentive Pay consists of amounts paid to each of the Named
Executive Officers under the Company's Long-Term Incentive Plan discussed
later in this Proxy Statement under the table labeled "Long Term Incentive
Plans."
(5) "All Other Compensation" includes (i) Company contributions to the Company's
401(k) Savings Plan in the amount of $3,166 each for Richard L. Molen and
Thomas A. Frederick; $3,029 for Nancy A. Michaud; and $2,989 for Timothy G.
Howard to match 1996 pre-tax elective deferral contributions (included under
"Salary" and "Bonus") made by each Named Executive Officer to such plan;
(ii) amounts distributed of $30,000, $6,000, $6,300, and $5,000 under the
Company's Capital Accumulation Plan to Richard L. Molen, Thomas A.
Frederick, Nancy A. Michaud, and Timothy G. Howard, respectively, and
accrued interest of $10,452, $1,199, $1,467, and $985 (being interest earned
in excess of 120 percent of the applicable federal long term rate provided
under Section 1274(d) of the Internal Revenue Code of 1986, as amended), by
Richard L. Molen, Thomas A. Frederick, Nancy A. Michaud, and Timothy G.
Howard, respectively, on the Company's Capital Accumulation Plan (Richard L.
Molen and Timothy G. Howard deferred salary in 1986, and Thomas A. Frederick
and Nancy A. Michaud deferred salary in 1987 pursuant to such plan); and
(iii) the principal amounts of $9,062, $4,292, $3,703, $3,029, and $2,992
credited by the Company for Richard L. Molen, Don R. Graber, Thomas A.
Frederick, Nancy A. Michaud, and Timothy G. Howard, respectively, pursuant
to the Company's Special Deferred Compensation Agreements. Refer to
"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements" later in this Proxy Statement for descriptions of such special
deferred compensation agreements.
12
<PAGE> 16
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's 1988 Stock Option Plan and Restricted Share Plan
("1988 Plan") to the Named Executive Officers for the year ended December 31,
1996, all of which are reflected in the Company's Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------
% OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OPTIONS AT ASSUMED ANNUAL RATES
OF GRANTED OF STOCK PRICE
SECURITIES TO EXERCISE APPRECIATION RATES
UNDERLYING EMPLOYEES OR BASE FOR OPTION TERM(6)
OPTIONS IN FISCAL PRICE PER EXPIRATION --------------------------------------
NAME GRANTED(1) YEAR SHARE(2) DATE 0% 5% 10%
- --------------------- ---------- --------- --------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard L. Molen..... 100,000 19.11% $13.500(3) 06/13/06 $ 0 $ 849,008 $2,151,552
Don R. Graber........ 100,000 19.11% 11.250(4) 07/25/06 0 707,506 1,792,960
90,000 17.19% 1.000(4) 07/25/06 922,500 1,559,252 2,536,161
Thomas A. Frederick.. 13,449 2.57% 13.750(5) 12/12/06 0 116,298 294,721
Nancy A. Michaud..... 11,787 2.25% 13.750(5) 12/12/06 0 101,926 258,300
Timothy G. Howard.... 11,787 2.25% 13.750(5) 12/12/06 0 101,926 258,300
</TABLE>
- ---------------
(1) The options were granted pursuant to the Company's 1988 Plan which was
approved by the Shareholders. All options granted under the 1988 Plan in
1996 are non-qualified stock options. No stock appreciation rights were
granted under the 1988 Plan in 1996.
(2) Upon a change in control (as defined in the 1988 Plan), all options then
outstanding become fully and immediately exercisable and the then
outstanding option of an employee whose employment is terminated, except for
cause, within three months of such change in control shall remain
exercisable for three months from the date of such termination, but not
after the expiration of the exercise period. Those employees who terminate
employment due to disability or retirement may exercise non-qualified stock
options after such termination of employment until the latter of (a) one
year after the first exercise date for the last shares to become exercisable
under the terms of the option grant, or (b) three years after the date of
the employee's termination of employment. Under the 1988 Plan, upon the
death of an employee or a retired or disabled former employee, all options
under the 1988 Plan shall remain exercisable for six months following the
date of death. Except as set forth above, upon termination of employment,
all options terminate.
(3) Pursuant to the Transition/Consulting Compensation Agreement between the
Company and Mr. Molen (see Employment Contracts and Termination of
Employment and Change-in-Control Arrangements on page 17 herein), no
additional options will be granted to Mr. Molen under the 1988 Plan or any
successor plan from June, 1996 through December 31, 1998. The Common Stock
closing market price on date of grant, June 13, 1996, was $13.50. The
exercise price may be paid in cash or in shares of Common Stock valued at
fair market value on the date of delivery or by a combination of cash and
Common Stock. The options become exercisable ratably over a three-year
period beginning in 1998.
(4) Upon acceptance of employment with the Company, Mr. Don R. Graber, President
and Chief Operating Officer, was awarded a restricted share grant of 90,000
shares of Common Stock at a purchase price of $1.00 per share, exercisable
ratably over a three-year period beginning in July, 1997 and an option to
purchase 100,000 shares of Common Stock at the closing market price on date
of grant, July 25, 1996, of $11.25, exercisable ratably over a three-year
period beginning in July, 1997. No additional options will be granted to Mr.
Graber under the 1988 Plan or any successor plan until 1998.
13
<PAGE> 17
(5) The Common Stock closing market price on date of grant was $13.750. The
exercise price may be paid in cash or in shares of Common Stock valued at
fair market value on the date of delivery or by a combination of cash and
Common Stock. The options become exercisable ratably over a four-year period
beginning in 1997.
(6) Calculated on option terms of ten years beginning June 13, 1996 through June
13, 2006, with annual compounding for options granted to Mr. Molen;
calculated on option terms of ten years beginning July 25, 1996 through July
25, 2006, with annual compounding for options granted to Mr. Graber; and
calculated on option terms of ten years beginning December 12, 1996 through
December 12, 2006 for options granted to Messrs. Frederick and Howard, and
Ms. Michaud. The dollar amounts under these columns are the result of
calculations at the zero percent, the five percent and ten percent rates set
by the Securities and Exchange Commission and therefore are not intended to
forecast possible future appreciation of the Company's Common Stock. The
Company did not use an alternative formula for a grant date valuation, as
the Company is not aware of any formula which will determine with reasonable
accuracy a present value based on future unknown or volatile factors.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during the year ended
December 31, 1996, and unexercised options held as of December 31, 1996:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF VALUE REALIZED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES (MARKET PRICE AT YEAR-END(1) AT FISCAL YEAR-END(1)(2)
ACQUIRED EXERCISE LESS ---------------------------- ----------------------------
NAME ON EXERCISE EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Molen........... 98,783 $341,429 30,441 183,649 $ 0 $ 221,679
Don R. Graber.............. 0 0 0 190,000 0 1,516,250
Thomas A. Frederick........ 1,969 9,217 4,761 41,431 5,133 55,897
Nancy A. Michaud........... 562 1,078 3,362 36,028 0 53,279
Timothy G. Howard.......... 0 0 24,091 37,337 88,845 52,196
</TABLE>
- ---------------
(1) The number of unexercised options includes options granted under the
Company's 1984 Stock Option Plan ("1984 Plan") (after December, 1987, no
further options or stock appreciation rights ("SARs") were granted under the
1984 Plan); and the 1988 Plan. No SARs were issued or outstanding as of
December 31, 1996 under the 1984 Plan or 1988 Plan.
(2) The value of "in-the-money" options is calculated on a per share basis as
the amount by which the fair market value of a share of the underlying
Common Stock represented by an option exceeds, as of December 31, 1996, the
per share exercise price of the option.
14
<PAGE> 18
LONG-TERM INCENTIVE PLANS
The following table provides information concerning awards made to the
Named Executive Officers during the last fiscal year under the Company's
Long-Term Incentive Plan ("LTIP"). Payments made under the LTIP in the year
ended December 31, 1996 are included in the Summary Compensation Table.
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF SHARES, PERFORMANCE OR NON-STOCK PRICE BASED PLAN
UNITS OTHER PERIOD UNTIL ----------------------------------
NAME OTHER RIGHTS MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
- ----------------------- ----------------- ------------------------ --------- --------- --------
<S> <C> <C> <C> <C> <C>
Richard L. Molen....... (1) 3 years ending 12/31/99 $117,000 $ 234,000 $468,000
Don R. Graber.......... (1) 3 years ending 12/31/99 100,000 200,000 400,000
Thomas A. Frederick.... (1) 3 years ending 12/31/99 15,575 31,150 62,300
Nancy A. Michaud....... (1) 3 years ending 12/31/99 13,650 27,300 54,600
Timothy G. Howard...... (1) 3 years ending 12/31/99 13,650 27,300 54,600
</TABLE>
- ---------
(1) The Company's Long-Term Incentive Plan ("Plan") is based on the Company's
actual earnings achieved during the period as compared to an earnings'
target established by the Compensation Committee prior to the commencement
of the award period. The Plan is designed to establish earnings' targets at
a level which motivates the Executive Officers to manage the business such
that it returns tax affected earnings before interest, minus an asset usage
charge, using the Company's weighted average cost of capital, at a level
that exceeds the Company's cost of capital. Any award earned for 1997 is
payable one-third in 1998; one-third in 1999; and the balance in 2000. The
1999 and 2000 payments may be reduced to zero if the Company's actual
earnings for the immediately preceding year fall short of the established
target.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the Company's cumulative total Shareholder return on its Common Stock with the
Standard & Poor's 500 Composite Stock Index ("S&P 500") and the Standard &
Poor's Leisure Time Products Index ("Leisure Index") for the five-year period
ended December 31, 1996:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
HUFFY CORPORATION, S&P 500, AND LEISURE INDEX*(1)
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Huffy S&P 500 Leisure Index
<S> <C> <C> <C>
1991 100 100 100
1992 74.38 107.43 129.32
1993 86.16 118.11 143.24
1994 71.51 119.63 141.53
1995 49.89 164.03 188.66
1996 72.56 203.73 235.34
</TABLE>
* Assumes $100 invested on December 31, 1991 in Company Common Stock, the S&P
500 and the Leisure Index and the reinvestment of dividends.
(1) The Leisure Index used for the year ended December 31, 1996 was
discontinued. Thus, the Company has adopted the Standard & Poor's Leisure
Time Products Index.
15
<PAGE> 19
PENSION PLAN TABLE
The Company's Salaried Employees' Retirement Plan (the "Retirement Plan")
is a defined benefit pension plan which provides benefits to salaried employees
not otherwise covered under another pension plan of the Company. The following
table shows the estimated annual benefits (assuming payments made on the normal
life annuity with 12 months certain) payable upon retirement at age 65 to an
employee in specified compensation and years of service classifications.(1)
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------
COMPENSATION 15 20 25 30 35
- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 21,022 $ 27,196 $ 33,370 $ 39,544 $ 39,544
250,000 54,772 72,196 89,620 107,044 107,044
500,000 111,022 147,196 183,370 219,544 219,544
750,000 167,272 222,196 277,120 332,044 332,044
1,000,000 223,522 297,196 370,870 444,544 444,544
1,250,000 279,772 372,196 464,620 557,044 557,044
1,500,000 336,022 447,196 558,370 669,544 669,544
</TABLE>
- ---------------
(1) The Internal Revenue Code of 1986, as amended (the "Code"), places certain
limitations on the annual pension benefits which can be paid from the
Retirement Plan. Such limitations are not reflected in the table. This table
reflects the total aggregate benefits payable annually upon retirement under
both the Retirement Plan and the Company's Supplemental/Excess Benefit Plan
("Benefit Plan"), which is discussed below. The Benefit Plan requires an
offset of one-half of the Social Security primary insurance amount ("PIA"),
and such amount has been deducted from the figures in the table. The PIA
amount used in developing the above figures is $15,912. Thus, the offset is
$7,956 for a person with 30 or more years of service.
Monthly benefits upon normal retirement (age 65) are the sum of (i) 0.9
percent of final average monthly compensation (as defined under the Retirement
Plan to include salary, incentive compensation, commissions and overtime pay and
based upon the highest three consecutive years in the last ten) up to the
monthly Social Security Covered Compensation Amount, plus 1.3 percent of the
amount by which final average monthly compensation exceeds the monthly Social
Security Covered Compensation Amount, times years of service (to a maximum of 30
years) and (ii) .075 percent of final average monthly compensation (to a maximum
of $4,166.67) times years of service (to a maximum of 20 years). Additional
provisions for early retirement are included. Mr. Molen has 28 years of credited
service, Mr. Graber has 0 years of credited service, Mr. Frederick has 10 years
of credited service, Ms. Michaud has 10 years of credited service, and Mr.
Howard has 23 years of credited service.
The Company has established the Benefit Plan which provides additional
benefits to participants in the Retirement Plan whose benefits are reduced by
limitations imposed under Sections 415 and 401(a)(17) of the Code and Section
2004 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Under the Benefit Plan, Executive Officers and certain key employees
will receive at the same time and in the same form as benefits paid under the
Retirement Plan, additional benefits in a monthly amount which, when added to
the benefits paid to the participant under the Retirement Plan, will equal the
benefit amount such participant would have earned but for the limitations
imposed by the Code and ERISA to the extent such limitations apply, and the
amount by which the sum of 45 percent of final average monthly compensation (as
defined under the Benefit Plan to include salary and bonus and based upon the
highest three years in the last ten) less 50 percent of the monthly PIA payable
under Social Security, with the difference prorated for less than 30 years of
service, plus $2,500 per year, exceeds benefits payable only under the
Retirement Plan. The Benefit Plan also provides that Executive Officers and
certain key employees will be provided benefits beginning at age 58, in an
amount equal to such participants' then accrued benefits without actuarial
reduction for early commencement in the event of (i) a "change-in-control" of
the Company, as defined in the Benefit Plan, and (ii) subsequent
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<PAGE> 20
termination of employment. Except as noted in the preceding sentence, benefits
under the Benefit Plan will be reduced to an actuarial equivalent to reflect
early distribution in the same manner as benefits under the Retirement Plan.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no employment contracts between the Company and any Executive
Officers of the Company.
The Named Executive Officers and certain other key employees of the Company
each have a Special Deferred Compensation Agreement pursuant to which on each
January 1 the Company credits to an account for such employee an amount equal to
two percent of the aggregate of the base salary paid in the preceding calendar
year and bonus paid or credited to such employee under the Profit Sharing Bonus
Plan for preceding calendar year results. The aggregate amount in such account
is to be paid to the employee, subject to certain forfeitures, following
termination of employment. Such amounts for calendar year 1996 have been
included in the Summary Compensation Table.
Named Executive Officers, except for Don R. Graber, have deferred
compensation and receive benefits under the Company's Capital Accumulation Plan
(the "Capital Accumulation Plan") adopted in 1985. No current compensation is
being deferred by Executive Officers under the Capital Accumulation Plan at the
present time. Based upon the amount of such compensation deferred in 1985, 1986,
and 1987, the Company has agreed to pay certain annual amounts (a) on the first
day of each of the eighth through eleventh years following the deferral to each
such participant and (b) generally beginning at age 65 or upon retirement,
whichever occurs later, to each such participant or to designated beneficiaries
upon such participant's death after retirement, until such participant reaches
(or would have reached) age 80. These annual amortized amounts will be
calculated on the basis of attributing from 19 to 24 percent per annum interest
to the deferrals, with each payment under clause (a) above equaling the amount
of the original deferral. A lump sum benefit equal to any remaining balance of
deferred amounts, with annual interest at the rate noted below, will be paid in
lieu of any annual benefits if (i) a participant terminates employment with the
Company other than by death or disability prior to retirement (10 percent
interest) or the Company terminates the participant's employment for certain
reasons other than cause or competing with the Company (20 percent interest);
(ii) a participant dies prior to retirement (20 percent interest); or (iii) the
Capital Accumulation Plan is terminated by the Company because a change in
federal or state laws, or judicial or administrative interpretation thereof, has
materially affected its cost to the Company (20 percent interest). The Company
will make supplemental pension payments to persons participating in the Capital
Accumulation Plan to the extent pension benefits are reduced due to
participation in such plan. Distributions made and interest accrued in excess of
120 percent of the applicable federal long term interest rate provided under
Section 1274(d) of the Code for the benefit of the Named Executive Officers have
been included in the Summary Compensation Table.
Thomas A. Frederick, Don R. Graber, Nancy A. Michaud and Richard L. Molen
have each entered into a severance agreement with the Company pursuant to which
the Company has agreed to provide an irrevocable letter of credit from a
commercial bank (or to fund an escrow account if such letter of credit cannot be
promptly issued) in the event a change-in-control (as defined in the agreements)
of the Company is threatened. The letter of credit is to be for an amount equal
to three times the sum of each such person's current annual salary, bonus award
for the most recently completed fiscal year, and Long-Term Incentive
Compensation Plan award for the most recently completed period, plus two times
the Company's cost of current benefits for three years (unless the Company
agrees to provide the same) and a gross up amount for applicable excise taxes,
if any. If the employment of said person terminates, for any reason other than
disability, retirement or death, within two years after a change-in-control of
the Company occurs, the person or the person's beneficiaries shall be entitled
to the above described amount in a lump sum payment. If proper de-
17
<PAGE> 21
mand for such payment is not made within two years from the date of the
change-in-control event, the Company may terminate the letter of credit or
withdraw the funds in the escrow account. If such person's employment is
terminated prior to the occurrence of a change in control of the Company,
payment under the severance agreement is forfeited.
Timothy G. Howard has entered into a severance agreement with the Company
which would require the Company to immediately fund an escrow account for him in
the event a change-in-control (as defined in the agreement) of the Company is
threatened. In such event, the Company must deposit into such account for his
benefit an amount equal to two times the sum of his or her current annual
salary, bonus award for the most recently completed year, and the Long-Term
Incentive Compensation Plan payment awarded, or to be awarded, determined by
whichever date is nearest to the date of the occurrence requiring the escrow
deposit. If such employee's employment terminates, for any reason other than
disability, retirement, or death, within two years after a change-in-control of
the Company occurs, then such employee shall be entitled to benefit payments
from such escrow in the aggregate amount described above. Payment of such escrow
fund amount shall be made in 24 monthly installments. The escrow account shall
terminate and all funds therein shall be returned to the Company two years
following deposit of said funds in the escrow account if proper demand for said
funds is not made by such employee under the terms of the severance agreement.
If such employee's employment is terminated prior to the occurrence of a
change-in-control of the Company, escrow payments are forfeited.
Mr. Molen receives benefits under a Restricted Stock Unit Program (the "COO
Program") dated January 1, 1987, whereby he received grants of 11,250 restricted
units (adjusted to reflect subsequent stock splits) on January 1, 1987, 1988,
1989, 1990, and 1991. When earned, a restricted unit is equivalent to a share of
the Company's Common Stock valued at fair market value (as defined in the COO
Program). The restricted units fully vest on January 1, 1997, 1998, 1999, 2000,
and 2001, respectively, subject to (i) earlier vesting due to, among other
things, a change-in-control of the Company (as described in the COO Program),
and (ii) forfeiture due to, among other things, termination for cause. Upon
grant, the restricted units accumulate additional restricted units equal to
dividends paid on the Company's Common Stock. Once vested, the then actual value
of each restricted unit will be paid in cash. The COO Program requires Mr. Molen
not to compete with the Company for a period of five years following termination
of his employment.
Mr. Molen also may receive benefits under the 1993 CEO Long-Term
Performance Plan ("CEO Plan"), effective January 1, 1993. Under the CEO Plan,
Mr. Molen may earn a performance award in the form of a cash payment if, and
only if, the Company achieves the requisite Total Shareholder Return (as defined
in the CEO Plan to include the annual rate of growth of the Common Stock and the
dividends paid on such stock) on a Beginning Share Price (as defined in the CEO
Plan) during the applicable performance period. Five performance periods were
established, three of which began January 1, 1993, and end December 31, 1995,
1996, and 1997, respectively. The fourth and fifth performance periods began
January 1, 1994, and 1995, respectively, and end December 31, 1998, and 1999,
respectively. For the performance period beginning January 1, 1993 and ended
December 31, 1996, the Beginning Share Price was $16.25 and a Total Shareholder
Return of 15 percent or greater was required at the end of the performance
period for the receipt of a performance award by Mr. Molen. A Total Shareholder
Return of 15 percent was not achieved for this period, and, thus, no award was
made. The Compensation Committee of the Board of Directors administers the CEO
Plan. In the event Mr. Molen ceases to be employed by the Company for any reason
other than death, permanent disability or change of control (as defined in the
CEO Plan) prior to completion of a performance period, the performance award
will be forfeited, and no payment with respect thereto shall be made to Mr.
Molen unless determined otherwise by the Compensation Committee. In the event of
(a) death or permanent disability, or (b) a change of control, subsequent to
which Mr. Molen's employment is terminated, Mr. Molen, or his estate, as the
case may be, will be entitled to receive pay-
18
<PAGE> 22
ment with respect to the performance award(s) for the performance period(s)
ending the last day of the calendar year in which the death, disability or
change of control occurs.
Mr. Molen entered into a Transition/Consulting Compensation Agreement (the
"Transition Agreement"), dated June 13, 1996, as part of a planned management
transition pursuant to which he will retire on December 31, 1998. As part of
such Transition Agreement, Mr. Molen's annual base salary was fixed to such
retirement date at $525,000 and Mr. Molen received a final stock option grant of
100,000 non-qualified stock options under the 1988 Plan (see page 13
Option Grants in Last Fiscal Year). Mr. Molen will be entitled to participate in
all other Officer/employee plans in accordance with their terms until
retirement. Subsequent to his retirement, Mr. Molen shall provide consulting
services to the Company in 1999 and 2000 and will receive as annual consulting
fees in an amount equal to 66 2/3% and 33 1/3%, respectively, of his base salary
on December 31, 1998. Subject to election by the Board of Directors, Mr. Molen
shall continue to serve as Chairman of the Board in 1999 and 2000.
In connection with his acceptance of employment with the Company, Don R.
Graber entered into an agreement, dated June 11, 1996, as amended, whereby he
may receive an annual pension benefit of $115,000 per year beginning at age 57
if during his first three years of employment he is involuntarily terminated or
an annual pension benefit of $169,118 beginning at age 65 if during his first
three years of employment he should become totally and permanently disabled.
Subsequent to such three year period, Mr. Graber will be vested under the
Retirement and Benefit Plans.
Generally, a "change-of-control" or "change-in-control", with respect to
the above-referenced plans and agreements, is the acquisition by another person
or persons other than directly from the Company of more than 20 percent of the
Company's outstanding shares of Common Stock; a merger, consolidation or other
combination of the Company with one or more corporations as a result of which
more than 49 percent of the voting stock of the merged, consolidated or combined
corporation is held by former shareholders of the corporations other than the
Company; a tender offer for, or a request for invitations for the tender of,
shares of Common Stock of the Company by any person; or the election to the
Board of Directors of the Company by the Shareholders of two or more persons not
nominated as candidates for the Board of Directors in proxy statements furnished
during such period on behalf of the Board of Directors of the Company.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of KPMG Peat Marwick LLP as independent public accountants
for the Company for calendar year 1997, subject to ratification by the
Shareholders and any future contingencies that may require reconsideration. The
firm of KPMG Peat Marwick LLP has served as independent public accountants for
the Company since 1962. The Board of Directors recommends ratification of this
appointment although it is not required by law. One or more members of KPMG Peat
Marwick LLP will attend the Annual Meeting with an opportunity to make a
statement if they desire to do so and to respond to such appropriate questions
as may be asked by Shareholders.
The proposal to ratify the appointment of KPMG Peat Marwick LLP requires
the affirmative vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy at the meeting. Abstentions and shares
not voted by brokers and other entities holding shares on behalf of beneficial
owners will have the same effect as votes cast against the resolution, provided
such shares are properly present at the meeting in person or by proxy. The Board
of Directors recommends a vote for this proposal.
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<PAGE> 23
SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company by November 7, 1997 for
inclusion in the Company's Proxy Statement and proxy relating to the 1998 Annual
Meeting of Shareholders.
OTHER MATTERS
The Board of Directors does not intend to present to the meeting any
matters other than those mentioned herein. It does not know of anything that
will be presented by other parties. However, if any other matters shall properly
come before the meeting, it is the intention of the persons named in the
enclosed form of proxy to vote thereon according to their discretion and best
judgment.
By order of the Board of Directors
/s/ Nancy A. Michaud
------------------------
Nancy A. Michaud
Secretary
Dayton, Ohio
March 6, 1997
20
<PAGE> 24
HUFFY CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 25, 1997
P The undersigned hereby appoints Jack D. Michaels, James F. Robeson and
R Patrick W. Rooney, and each of them, his or her proxies, with
O power of substitution, to vote all shares of Common Stock of HUFFY
X CORPORATION, an Ohio corporation, which he or she may be entitled
Y to vote at the Annual Meeting of Shareholders of said Corporation
to be held April 25, 1997, and at any adjournment(s) thereof, on
the following matters, all of which are described in the Proxy
Statement, receipt of which is hereby acknowledged:
Election of Directors, Nominees:
(For a term of three years)
W. Anthony Huffman,
Donald K. Miller,
Richard L. Molen,
Joseph P. Viviano
(For a term of one year)
Don R. Graber
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF ANY
SPECIFICATIONS TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF ALL LISTED NOMINEES AND FOR ALL THE OTHER MATTERS LISTED
ON THE REVERSE SIDE OF THIS CARD. EXCEPT FOR THE MATTERS LISTED ON
THE REVERSE SIDE OF THIS CARD, THE BOARD OF DIRECTORS AT PRESENT
KNOWS OF NO BUSINESS OTHER THAN OF A ROUTINE NATURE TO BE BROUGHT
BEFORE THE MEETING. IF ANY OTHER BUSINESS IS BROUGHT BEFORE THE
MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE APPOINTED
PROXIES' DISCRETION AND BEST JUDGMENT. IF CUMULATIVE VOTING IS
ELECTED FOR THE ELECTION OF DIRECTORS, VOTES CAST PURSUANT TO THIS
PROXY WILL BE DISTRIBUTED AMONG THE ABOVE NOMINEES AT THE DISCRETION
OF SAID PROXIES.
/ SEE REVERSE /
/ SIDE /
- --------------------------------------------------------------------------------
DETACH CARD
DIRECTIONS TO TRUE TEMPER HARDWARE COMPANY
[MAP]
<PAGE> 25
<TABLE>
<S> <C> <C>
/ X / PLEASE MARK YOUR |
VOTES AS IN THIS |
EXAMPLE. |______
</TABLE>
<TABLE>
<CAPTION> WITH- AB-
FOR HELD FOR AGAINST STAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of / / / / 2. Ratification of / / / / / /
Directors* Appointment of
(see reverse) KPMG Peat Marwick LLP as Independent
Public Accountants for Calendar Year 1997
* (Instruction: to withhold authority (Indicate change of address
to vote for any individual nominee, in the space below and
write that nominee's name in the mark the box to the left.)
space below) ___________________________________________________
- ------------------------------------- ___________________________________________________
___________________________________________________
The undersigned ratifies all that said proxies, or
any of them, or their substitute or substitutes, may
lawfully do by virtue hereof, and revokes any
proxies heretofore given by the undersigned to
vote at said Annual Meeting or adjournment(s)
thereof.
Change / /
of
Address
Will / / Please
Attend indicate
Annual number
Meeting attending:____
</TABLE>
<TABLE>
<S> <C>
SIGNATURE(S)________________________________________________________ DATE ___________
SIGNATURE(S)________________________________________________________ DATE ___________
NOTE: Please sign exactly as name appears opposite. If signing in fiduciary or
representative capacity, please give full title as such. If shares are
registered in more than one name, all holders must sign. If signature is
for a corporation, the handwritten signature and title of an authorized
officer is required, together with the full corporate name.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE> DETACH CARD
HUFFY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
ADMISSION TICKET
April 25, 1997, 10:00 a.m.
True Temper Hardware Company
465 Railroad Avenue
Camp Hill, Pennsylvania 17011
If you plan to attend the meeting, please check the box and indicate the number
attending on the proxy form above. Please detach this card and bring it with you
to the meeting for presentation at the door.
