SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRIANGLE PACIFIC CORP.
(Name of Registrant as Specified In Its Charter)
TRIANGLE PACIFIC CORP.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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6(j)(2).
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Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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2) Aggregate number of securities to which transaction applies:
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omputed pursuant to Exchange Act Rule 0-11:1
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1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration
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TRIANGLE PACIFIC CORP.
16803 Dallas Parkway
Dallas, Texas 75248
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 3, 1995
To the Shareholders of
Triangle Pacific Corp.:
The annual meeting of shareholders of Triangle Pacific Corp., a
Delaware corporation (the "Company"), will be held on Wednesday, May 3,
1995, at 9:00 a.m., local time, at the Company's offices, 16803 Dallas
Parkway, Dallas, Texas, for the following purposes:
1. To elect three directors, comprising the members of the
class of directors designated as Class II and whose term expires at the
annual meeting, for a three-year term expiring in 1998;
2. To approve the appointment of Arthur Andersen LLP as
independent auditors for the Company for the fiscal year ending December
29, 1995; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 31,
1995 as the record date for the determination of shareholders entitled
to notice of and to vote at the annual meeting or any adjournment
thereof.Only holders of record of Common Stock at the close of business
on the record date are entitled to notice of and to vote at the meeting.
A complete list of such shareholders will be available for examination
at the offices of the Company in Dallas, Texas during normal business
hours for a period of 10 days prior to the meeting.
A record of the Company's activities during 1994 and financial
statements for the fiscal year ended December 30, 1994 are contained in
the Company's 1994 Annual Report to shareholders and in the Company's
Form 10-K filed with the Securities and Exchange Commission. The Annual
Report and Form 10-K do not form any part of the material for
solicitation of proxies.
All shareholders are cordially invited to attend the meeting.
Shareholders are urged, whether or not they plan to attend the meeting,
to sign, date and mail the enclosed proxy card in the postage-paid
envelope provided. If a shareholder who has returned a proxy attends
the meeting in person, such shareholder may revoke the proxy and vote in
person on any or all matters submitted at the meeting.
By Order of the Board of Directors
Darryl T. Marchand
Secretary
Dallas, Texas
April 5, 1995
TRIANGLE PACIFIC CORP.
16803 Dallas Parkway
Dallas, Texas 75248
PROXY STATEMENT
For Annual Meeting of Shareholders
To Be Held on May 3, 1995
GENERAL
This proxy statement is furnished to shareholders of Triangle
Pacific Corp. (the "Company") in connection with the solicitation by the
Board of Directors of the Company of proxies for use at the annual
meeting of shareholders to be held at the time and place and for the
purposes set forth in the accompanying notice. The approximate date of
mailing of this proxy statement and the accompanying proxy card is April
5, 1995.
Proxy Cards
The enclosed proxy card serves to appoint proxies for record holders
of common stock of the Company. Shares represented by a proxy in such
form, duly executed and returned to the Company and not revoked, will be
voted at the meeting in accordance with the directions given. If no
direction is made, the proxy will be voted for election of the directors
named in the proxy and approval of the appointment of Arthur Andersen
LLP as independent auditors for the Company for the fiscal year ending
December 29, 1995. Any shareholder giving a proxy may revoke it at any
time before it is voted by communicating such revocation in writing to
the Secretary of the Company or by executing and delivering a later-
dated proxy.
Voting Procedures and Tabulation
The Company will appoint one or more inspectors of election to act
at the meeting and to make a written report thereof. Prior to the
meeting, the inspectors will sign an oath to perform their duties in an
impartial manner and according to the best of their ability. The
inspectors will ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting
and the validity of proxies and ballots, count all votes and ballots,
and perform certain other duties as required by law.
The inspectors will tabulate (i) the number of votes cast for or
withheld as to the vote on each nominee for director and (ii) the number
of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes, as to the proposal to approve the
appointment of the independent auditors. The treatment and effect of
abstentions and broker non-votes under Delaware law and the Company's
Certificate of Incorporation and Bylaws are described in the following
paragraphs.
An abstention or broker non-vote with respect to the election of
directors will have no effect on the voting on such matter, provided a
quorum is present, because directors are elected by a plurality of the
shares of Common Stock present in person or by proxy at the meeting and
entitled to vote.
The Company's Bylaws provide that the vote required to approve
matters other than the election of directors is the affirmative vote of
the holders of a majority of the shares entitled to vote on the matter
and present or represented by proxy at the meeting. The shares
represented by a broker non-vote (or other limited proxy) as to the
proposal to approve the appointment of the independent auditors will not
be entitled to be voted on that proposal at the meeting and therefore
will not be considered part of the voting power present with respect to
such proposal. Thus, the effect of such non-votes with respect to such
proposal will be to reduce the number of affirmative votes required to
block such approval. Abstentions with respect to such proposal will
effectively count as a vote against such proposal.
VOTING SECURITIES
The only voting security of the Company outstanding is its common
stock, par value $.01 per share ("Common Stock"). Only holders of record
of Common Stock at the close of business on March 31, 1995, the record
date for the meeting, are entitled to notice of and to vote at the
meeting. On the record date for the meeting, there were 14,662,609
shares of Common Stock outstanding and entitled to be voted at the
meeting. A majority of such shares, present in person or represented by
proxy, is necessary to constitute a quorum. Each share of Common Stock
is entitled to one vote.
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide
for three classes of directors, designated Class I, Class II and Class
III, with approximately one-third of the directors constituting each
class. Directors serve for staggered terms of three years each. The
Class II directors, whose terms expire at the 1995 annual meeting, are
David R. Henkel, Karen Gordon Mills and Carson R. McKissick. The Board
of Directors has nominated Ms. Mills and Messrs. Henkel and McKissick
for re-election as directors of the Company to serve three-year terms
expiring at the 1998 Annual Meeting.
The directors will be elected by a plurality of the shares of Common
Stock present in person or represented by proxy at the meeting and
entitled to vote. All duly submitted and unrevoked proxies in the form
enclosed will be voted for the nominees selected by the Board of
Directors, except where authorization so to vote is withheld. The Board
recommends that shareholders vote FOR the election of its nominees for
director.
Information with respect to the directors nominated for election
this year, and the directors whose terms do not expire at the 1995
annual meeting, is presented below.
CLASS I DIRECTORS
Floyd F. Sherman,
age 55, director since 1982 Mr. Sherman has served as Chairman
of the Board and Chief Executive
Officer since July, 1992. Prior to
November, 1994 he served as
President of the Company since
1981. Prior to 1981, he served as
Executive Vice President of the
Company. He has been an employee
of the Company since 1973.
M. Joseph McHugh,
age 57, director since 1986 Mr. McHugh has served as President
and Chief Operating Officer of the
Company since November, 1994.
Prior thereto, he served as Senior
Executive Vice President and
Treasurer of the Company since
1981. Prior to 1981, he served as
Executive Vice President of the
Company. He has been an employee
of the Company since 1976. Mr.
McHugh is also a director of
Pillowtex Corporation, a
manufacturer of pillows and other
bedroom textile furnishings.
CLASS II DIRECTORS
David R. Henkel,
age 43, director since 1992 Mr. Henkel has been a director,
Executive Vice President and Chief
Financial Officer of 7th Level
Inc., an interactive entertainment
company, since January, 1994.
Prior thereto, Mr. Henkel had been
a director, Senior Vice President
and Chief Financial Officer of
Value-Added Communications, Inc., a
provider of telephone call
processing services, since April,
1993. From April, 1991 to April,
1993, Mr. Henkel served as
Executive Vice President, Chief
financial Officer and a director of
Micrografx, Inc., a personal
computer graphics software company.
Prior thereto, he was an audit
partner at Arthur Andersen & Co.
Karen Gordon Mills,
age 41, director since 1988 Ms. Mills has been President of MMP
Group, a management company, since
January, 1993. From December, 1983
to January, 1993, she was a
Managing Director of ES Jacobs &
Company, an investment banking
firm. Prior thereto, Ms. Mills had
been a consultant with McKinsey &
Co. and a product manager with
General Foods Corp. Ms. Mills is
also a director of Armor All
Products Corp., Arrow Electronics,
Inc. and the Scotts Company.
Carson R. McKissick,
age 62, director since 1993 Mr. McKissick has been Senior
Advisor of Trust Company of the
West, an investment management
company, since 1992. Prior
thereto, he was Managing Director
of the Mergers and Acquisitions
department of Citibank. Mr.
McKissick is also a director of
Alexander & Baldwin, Inc.
CLASS III DIRECTORS
B. William Bonnivier,
age 52, director since 1992 Mr. Bonnivier has been the Chairman
and Chief Executive Officer of
Refrigerant Management Systems
Inc., a consulting company, since
December, 1993. Prior thereto, Mr.
Bonnivier had been the Chairman and
Chief Executive Officer of
Princeton Packaging, Inc. since
March, 1991. Prior thereto he was
the President, Chief Operating
Officer and a director of
SnyderGeneral Corporation, a
manufacturer of heating and air
conditioning products.
Charles M. Hansen, Jr.,
age 54, director since 1992 Mr. Hansen has been president of
Pillowtex Corporation since 1974
and, in addition, became Chairman
and Chief Executive Officer of that
company in December, 1992.
Pillowtex Corporation manufactures
pillows and other bedroom textile
furnishings.
Jack L. McDonald,
age 61, director since 1992 Mr. McDonald served as President
and Chief Operating Officer of
Centex Corporation from 1978 until
his retirement in 1986. Mr.
McDonald is a director of Bally's
Nevada Inc., U.S. Homes Corp. and
AMRE, Inc.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
Board Meetings and Committees
During 1994 the Board of Directors held eight meetings. Each
director of the Company attended at least 75% of the aggregate number of
meetings of the full Board and of the Board committees on which he or
she served in 1994.
The Company has a standing Finance/Audit Committee and a standing
Compensation Committee. The Company does not have a standing nominating
committee. The members of the committees, number of meetings held by
each committee in 1994 and a brief description of the functions
performed by each committee are set forth below:
Finance/Audit Committee (four meetings). The Finance/Audit
Committee consists of three non-employee directors, Messrs. Bonnivier,
Henkel and McDonald. This committee is primarily responsible for
reviewing the quality of the financial reporting of the Company and the
effectiveness of the audit of the Company's financial statements by its
independent public accountants; reviewing the scope and results of such
audits; reviewing the organization and scope of the Company's internal
systems of accounting and financial control; and establishing the
accounting standards and principles to be followed by the Company.
Compensation Committee (two meetings). The Compensation
Committee consists of four non-employee directors, Messrs. Hansen,
McDonald and McKissick and Ms. Mills. This committee approves the
compensation of officers and makes awards under the Company's 1993 Long-
Term Incentive Compensation Plan.
Compensation Committee Interlocks and Insider Participation. Mr.
McHugh, an executive officer of the Company, serves as a director of
Pillowtex Corporation. Mr. Hansen, a director of the Company and a
member of the Company's Compensation Committee, is an executive officer
and director of Pillowtex Corporation.
Compensation of Directors
Fees. Directors who are not also employees of the Company receive
$30,000 annually beginning in May, 1995, for serving as such, plus
$1,000 per meeting attended for each meeting of the Board of Directors,
or of the Finance/Audit Committee or the Compensation Committee not held
in conjunction with a regularly scheduled quarterly meeting of the Board
of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of March 18, 1995 information with
respect to the only persons who were known to the Company to be the
beneficial owners of more than five percent of the outstanding shares of
Common Stock.
Common Stock
Beneficially Owned (1)
Name and Address of Number Percent of
Beneficial Owner of Shares Class
The TCW Group, Inc. (through
certain affiliates which act
as general partners of limited
partnerships, trustees of
certain trusts and investment
managers of third party
accounts which hold shares of
Common Stock) (2) 5,506,422 37.6%
865 South Figueroa Street
Los Angeles, California 90017
Eli S. Jacobs (3) 804,146 5.2%
641 Lexington Ave., 30th Floor
New York, New York 20022
Executive Life Insurance Co. 774,778 5.3%
of New York in Rehabilitation
c/o New York Insurance Department
Liquidation Bureau
123 William Street
New York, New York 10038-3389
United High Income Fund, Inc. 788,286 5.4%
and United High Income Fund II, Inc.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
- -----------
(1) The information contained in this table with respect to beneficial
ownership reflects "beneficial ownership" as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All information with respect to the beneficial ownership of any
beneficial owner is based upon filings made by such beneficial owner
with the Securities and Exchange Commission and, unless otherwise
indicated, each beneficial owner has sole voting and investment power
with respect to shares listed as beneficially owned by such beneficial
owner.
(2) The TCW Group, Inc. ("TCW") and its affiliates may be deemed to be
beneficial owners of all shares of Common Stock currently held by such
limited partnerships, third party accounts and trusts for purposes of
the reporting requirements of the Exchange Act. In a Schedule 13D filed
by TCW on March 9, 1995, TCW stated that the filing of the Schedule 13D
shall not be construed as an admission that TCW or any of its affiliates
is, for purposes of Section 13(d) or for any other purpose under the
Exchange Act, the beneficial owner of any securities covered by the
Schedule 13D.
(3) Eli S. Jacobs may be deemed to beneficially own the number of
shares of Common Stock shown opposite his name in the table by virtue of
the ownership of certain warrants to purchase such shares which have
exercise prices that range from $22.39 to $37.31 per share. National
Assets Inc., an entity controlled by Eli S. Jacobs, is the record owner
of a portion of these warrants.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 18, 1995, the beneficial
ownership of Common Stock by each director of the
Company, each named executive officer listed in the Summary Compensation
Table appearing elsewhere in this proxy
statement, and all directors and executive officers as a group.
Common Stock
Beneficially Owned (1)
Number Percent of
Name of Shares Class
Directors
B. William Bonnivier (3) 10,000 *
Charles M. Hansen, Jr. (3) 5,000 *
David R. Henkel (3) 10,000 *
Jack L. McDonald (3) 5,000 *
M. Joseph McHugh (2) 95,915 *
Carson R. McKissick (3) 6,000 *
Karen Gordon Mills (3) 7,867 *
Floyd F. Sherman (2) 123,215 *
Named Executive Officers
(excluding any director
named above) and Group
Robert J. Symon (2) 76,915 *
Michael J. Kearins (2) 42,254 *
John G. Conklin (2) 31,904 *
All directors and executive
officers as a group
(19 persons) 553,338 3.8%
* less than 1%
- --------------
(1) The information contained in this table with respect to beneficial
ownership reflects "beneficial ownership" as defined in Rule 13d-3 under
the Exchange Act. All information with respect to the beneficial
ownership of any director or named executive officer has been furnished
by such director or named executive officer and, unless otherwise
indicated, each director or named executive officer has sole voting and
investment power with respect to shares listed as beneficially owned by
such director or named executive officer.
(2) The number of shares set forth above as being beneficially owned
by Messrs. Sherman, McHugh, Symon, Kearins and Conklin, include 47,952,
36,652, 31,652, 16,928, and 15,578 shares, respectively, issuable to
such individuals upon exercise of currently exercisable stock options
held by them.
(3) The number of shares set forth above as being beneficially owned
by Ms. Mills and Messrs. Bonnivier, Hansen, Henkel, McKissick and
McDonald include 5,000 shares issuable to each of such individuals upon
exercise of stock options granted to them under the Company's
Nonemployee Director Option Plan.
EXECUTIVE COMPENSATION
The following report of the compensation committee on executive
compensation and the information herein under "Executive Compensation-
Performance Graph" shall not be deemed to be "soliciting material" or to
be "filed" with the Securities and Exchange Commission (the "SEC") or
subject to the SEC's proxy rules, except for the required disclosure
herein, or to the liabilities of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and such information shall
not be deemed to be incorporated by reference into any filing made by
the Company under the Securities Act of 1933, as amended, or the
Exchange Act .
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") is composed of Messrs. Charles M. Hansen, Jr., Carson R.
McKissick and Jack L. McDonald, and Ms. Karen Gordon Mills. The
Committee determines on an annual basis the compensation to be paid to
the Chief Executive Officer and, based upon the recommendations of the
Chief Executive Officer, the other executive officers. Under the
supervision of the Committee, the Corporation has developed and
implemented compensation policies, plans and programs which seek to
enhance the profitability of the Company, and thus shareholder value, by
aligning closely the financial interests of the Company's executives
with those of its shareholders. The objectives of the Company's
executive compensation program are to:
Support the achievement of Company strategic operating objectives.
Provide compensation that will attract and retain superior talent and
reward the executives based upon Company and individual performance.
Align the executive officers' financial interests with the success of
the Company by placing a substantial portion of pay at risk (i.e. pay
that is dependent upon Company performance).
The Company's executive officer compensation program is comprised of
base salary, annual cash incentive compensation, long-term incentive
compensation in the form of stock options, restricted stock and deferred
cash awards and various benefits, including medical and profit sharing
plans generally available to salaried employees of the Company.
Base salary levels for the Company's executive officers are set
relative to companies in the building products manufacturing industry.
It is the objective of the Company to maintain base salaries that are
below the average amounts paid to senior executives with comparable
qualifications, experience and responsibilities at other companies
engaged in the same or similar business as the Company. The base
salaries for the Company's executive officers in fiscal 1994 were below
the average for the peer group companies.
Annual cash incentive compensation payments to executive officers
related to fiscal 1994 were awarded under a performance-based annual
incentive plan (the "Annual Cash Incentive Bonus System") that made
annual bonus awards based upon pre-established objectively measurable
Company and individual performance criteria. The size of the awards
made under the new plan were established to maintain the objective of
providing awards sufficient to place the total cash compensation of the
executive officers at or above the average for their peer group when the
Company performs in an outstanding manner in relation to the peer group.
The Triangle Pacific Corp. 1993 Long-Term Incentive Compensation
Plan (the "Long-Term Incentive Plan") was approved by the Board of
Directors and the stockholders in 1993. The specific objective of the
Long-Term Incentive Plan is to align executive and shareholder long-term
interests by creating a strong link between executive pay and
shareholder return. It is the intention of the Company that executives
develop and maintain a significant, long-term stock ownership position
in the Company's Common Stock. It is the Committee's intention that the
size of awards made to any participant under the Long-Term Incentive
Plan be in an amount that bears a relationship to the executive's
organizational responsibility and such that it encourages a balanced
perspective between short-term and long-term strategic decision making.
Under the Long Term Incentive Plan, awards were made to certain
officers and other key employees of the Company on February 16, 1994
which consisted of incentive stock options, restricted stock and cash
awards, all of which are deferred and subject to vesting requirements.
Also, on March 21, 1994 the Compensation Committee awarded stock options
to officers and certain key employees of the Company.
Mr. Floyd F. Sherman has served as Chairman of the Board and Chief
Executive Officer of the Company since July, 1992 and through November,
1994, as President. His base salary paid in fiscal year 1994 was
$285,000. Mr. Sherman's salary is reviewed annually by the Committee.
In addition, the earnings performance of the Company and the Committee's
analysis of Mr. Sherman's individual contribution to the achievement of
the Company's performance were also taken into consideration. Mr.
Sherman's bonus for fiscal 1994 totaled $250,000. The bonus was
determined in accordance with the Annual Cash Incentive Bonus System
based upon pre-established criteria which were approved by the Board of
Directors. The profit sharing and medical benefits provided to Mr.
Sherman during fiscal 1994 are consistent with the benefits provided to
substantially all employees of the Company, and where applicable, are
shown in the Summary Compensation Table contained herein.
Members of the Compensation Committee
Jack L. McDonald, Chairman
Charles M. Hansen, Jr.
Carson R. McKissick
Karen Gordon Mills
The following table sets forth summary compensation data for the
Chief Executive Officer of the Company and each of the other four most
highly-paid executive officers of the Company (collectively, the "named
executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
----------------------------------------------------
- ---------------
Other Options
All
Name and Annual Re- (number
Deferred Other
Principal Compen- stricted of Cash
Compen-
Position Year Salary Bonus sation Stock (2) shares)
Awards sation(4)
- ------------------------------------------------------------------------
- ---------------
<C> <S> <S> <S> <S> <S> <S> <S>
<S>
Floyd F. 1994 $285,000 $250,000 $49,218 $71,088 106,300
$72,646 $14,156
Sherman 1993 265,697 225,000 45,926 -- --
11,068
Chairman of 1992 245,697 125,000 183,557(1) 34,522(3) --
10,913
the Board
and Chief
Executive
Officer
M. Joseph 1994 $179,167 $138,316 $23,766 $40,838 63,700
$41,390 $14,156
McHugh 1993 161,061 75,000 22,301 -- --
7,071
President 1992 153,561 57,000 155,603(1) 34,522(3) --
6,630
and Chief
Operating
Officer
Robert J. 1994 $170,000 $128,945 $21,756 $40,838 43,700
$41,390 $14,156
Symon 1993 161,061 75,000 22,338 -- --
7,071
Executive 1992 153,561 60,000 155,583(1) 34,522(3) --
6,630
Vice
President,
Treasurer and
Chief
Financial
Officer
Michael J. 1994 $150,000 $115,575 $23,976 $30,250 37,700
$29,713 $14,156
Kearins 1993 105,000 90,000 22,100 -- -
- - 4,074
Vice 1992 90,000 70,000 68,172(1) 11,905(3) -
- - 3,015
President
John G. 1994 $150,000 $94,440 $22,254 35,000 -
- - $14,156
Conklin 1993 110,250 -- 20,547 -- -
- - 4,473
Executive 1992 95,000 22,000 18,519(1) 11,905(3)
3,458
Vice
President
<FN>
(1) In connection with a comprehensive capital restructuring of the
Company completed on June 8, 1992, 17 members of management received an
aggregate of 200,990 shares of Common Stock, or approximately 3% of the
then-outstanding shares of Common Stock, in the form of direct
compensation in fiscal 1992. Of such 200,990 shares, Messrs. Sherman,
McHugh and Symon each received 31,105 shares and Messrs. Kearins and
Conklin each received 10,726 shares. Amounts shown for each officer for
1992 include the book value on the date of issuance of such shares of
Common Stock and compensation for a portion of the tax liability arising
from the receipt of such shares and such incremental compensation. The
market value of the Common Stock at June 8, 1992, which became the book
value, was determined by the Company, after consultation with its
investment bankers in connection with the 1992 restructuring, to be
$2.99 per share.
(2) There were 12,100 restricted shares at December 30, 1994 valued at
$148,225. Of such 12,100 restricted shares, Mr. Sherman received 4,700
restricted shares, Messrs. McHugh and Symon each received 2,700
estricted shares and Mr. Kearins received 2,000 restricted shares.
Twenty-five percent of the restricted shares awarded vested at the date
of grant. The unvested restricted shares will vest at the rate of
twenty-five percent in each of the three succeeding years after the date
of grant. Dividends are not paid on restricted shares.
(3) Represents management stock options granted in connection with the
1992 restructuring, including a reallocation of forfeited shares in
1994.
(4) Amounts shown for each officer consist of amounts contributed by
the Company to the Company's Profit Sharing Plan for fiscal 1992, 1993
and 1994, and, for 1994 to the Company's Supplemental Profit Sharing and
Deferred Compensation Plan that are allocable to such officer.
</TABLE>
<TABLE>
<CAPTION>
OPTIONS GRANTED IN 1994
Potential realizable
value at
assumed rates of
% of Total stock
price appreciation
Number of Options Exercise Expiration for stock
option terms
Name Shares Granted Price Date 5%
10%
- ------------------------------------------------------------------------
- ---------------
<C> <S> <S> <S> <S> <S>
<S>
Floyd F. 6,300 16.7 $15.13 2/16/04 $ 59,926
$151,864
Sherman 100,000 19.2 14.44 3/21/04 907,967
2,300,966
M. Joseph 3,700 9.8 $15.13 2/16/04 $ 35,195
$89,190
McHugh 60,000 11.5 14.44 3/21/04 544,780
1,380,579
Robert J. 3,700 9.8 $15.13 2/16/04 $ 35,195
$89,190
Symon 40,000 7.7 14.44 3/21/04 363,187
920,386
Michael J. 2,700 7.2 $15.13 2/16/04 $ 25,682
$65,084
Kearins 35,000 6.7 14.44 3/21/04 317,788
805,338
John G. 35,000 6.7 $14.44 3/21/04 #317,788
$805,338
Conklin
</TABLE>
The following table sets forth certain information with respect to
the unexercised options held at December 30, 1994, and the value
thereof, by each of the named executive officers. No options were
exercised during 1994 by the named executive officers, and the Company
has not issued any stock appreciation rights.
<TABLE>
<CAPTION>
OPTION VALUES AT DECEMBER 30, 1994
Value of
Unexercised
In-the-Money
Options at 12/30/94
Options at
(Number of shares)
12/30/94
-------------------------- -----------
- ---------------
Name Date of Grant Exercisable Unexercisable Exercisable
Unexercisable
- ------------------------------------------------------------------------
- ---------------
<C> <S> <S> <S> <S>
<S>
Floyd F. Sherman 6/10/92 19,802 14,720
$183,367 $136,307
2/16/94 3,150 3,150 --
- --
3/21/94 25,000 75,000 --
- --
M. Joseph McHugh 6/10/92 19,802 14,720
$183,367 $136,307
2/16/94 1,850 1,850 --
- --
3/21/94 15,000 45,000 --
- --
Robert J. Symon 6/10/92 19,802 14,720
$183,367 $136,307
2/16/94 1,850 1,850 --
- --
3/21/94 10,000 30,000 --
- --
Michael J. Kearins 6/10/92 6,828 5,077 $
63,227 $ 47,013
2/16/94 1,350 1,350 --
- --
3/21/94 8,750 26,250 --
- --
John G. Conklin 6/10/92 6,828 5,077 $
63,227 $ 47,013
3/21/94 8,750 26,250 --
- --
</TABLE>
Performance Graph
The following graph sets forth an indication of the total
shareholder return to a purchaser of Common Stock as compared to the
Standard & Poor's 400 MidCap Stock Price Index and the Standard & Poor's
Building Materials Industry Group Index.
COMPARISON OF QUARTERLY CUMULATIVE TOTAL RETURN (1)
AMONG TRIANGLE PACIFIC CORP., STANDARD & POOR'S 400 MIDCAP INDEX
AND STANDARD & POOR'S BUILDING MATERIALS INDEX
<TABLE>
<CAPTION>
8/11/93 12/31/93 6/30/94
12/30/94
- ------------------------------------------------------------------------
- ----
<C> <S> <S> <S> <S>
Company $100 $159 $119
$124
S&P 400 MidCap 100 106 98
96
S&P Building Materials 100 116 92
86
<FN>
(1) Total return assuming reinvestment of dividends. Assumes $100
invested on August 11, 1993, the day quotations for the Common Stock
were first carried on NASDAQ, in Common Stock , the Standard & Poor's
400 MidCap Stock Price Index and the Standard & Poor's Building
Materials Industry Group Index.
</TABLE>
Employment Agreements
In March 1995, the Company entered into amended and restated
employment agreements with Floyd F. Sherman, M. Joseph McHugh and Robert
J. Symon, and new employment agreements with John G. Conklin, Michael J.
Kearins and the eight other executive officers of the Company (each an
Employment Agreement and collectively the "Employment Agreements"). The
Employment Agreements provide for base compensation at the employees'
current annual rates through the end of 1995, with annual percentage
increases not less than the percentage increase in the Consumer Price
Index, as defined in the Employment Agreements. In addition, the
Employment Agreements provide that the employees are entitled to
participate in the Annual Cash Incentive Bonus System and all other
incentive compensation plans for executive employees in effect form time
to time.
Each Employment Agreement provides for an initial employment term of
three years (for Messrs. Sherman, McHugh, Symon and Conklin) or two
years (for Mr. Kearins and other executive officers). On each
anniversary of the effective date of the Employment Agreements (March 8,
1995), the employment term will be automatically extended for one year,
unless either party gives notice not to extend. The Company may
terminate the executive's employment for "cause," "total disability" or
"inadequate performance", and the executive may terminate his employment
for any reason within six months following a "change of control" or at
any time for "good reason" (as such events permitting termination are
defined in the Employment Agreements).
If the Company terminates the executive's employment other than for
cause, total disability, or inadequate performance, or employment of the
executive terminates (other than voluntarily) within six months
following a change of control, or if the executive terminates employment
for good reason, the Company is required to pay the executive certain
amounts, including a lump sum cash payment equal to three times (for
Messrs. Sherman, McHugh, Symon and Conklin) or two times (for the other
executives) the executive's average annual compensation for the
preceding five years and certain benefits under the incentive
compensation plans. If the Company terminates the executive's
employment for inadequate performance, or if the executive voluntarily
terminates employment following a change of control, the Company is
required to pay the executive certain amounts, including a lump sum cash
payment equal to two times (for Messrs. Sherman, McHugh, Symon and
Conklin) or one and one-half times (for the other executives) the
executive's average annual compensation and certain benefits under the
incentive compensation plans. If any executive's employment is
terminated by reason of death or total disability, the executive or his
estate is entitled to receive a lump sum payment equal to the sum of (i)
one year's base salary plus (ii) the incentive compensation that would
have accrued to the executive's benefit at the end of the year of
termination had his employment continued until then.
In addition, if the Company terminates the executive's employment
(other than for cause, total disability or inadequate performance), or
if the executive terminates employment for good reason, or if a change
of control occurs during the term of the Employment Agreements, (i) all
stock options and other awards the executives hold under any Company
incentive compensation or benefit plans will become fully vested and
exercisable or their market value payable and (ii) the executive will
have the right to sell to the Company any or all shares of common Stock
held by the executive at market value. The total payments to be received
by the executive following a change of control are restricted to the
maximum amount which could be deducted by the Company for federal income
tax purposes
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires
directors and officers of the Company, and persons who own more than 10
percent of the Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of the Common Stock.
Directors, officers and more than 10 percent shareholders are required
by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company and written representations that no
other reports were required, during the year ended December 31, 1994,
all Section 16(a) filing requirements applicable to its directors,
officers and more than 10 percent beneficial owners were complied with.
APPROVAL OF AUDITORS
The Finance/Audit Committee of the Board of Directors has selected,
and the Board of Directors has approved, Arthur Andersen LLP as the
principal independent auditor to audit the financial statements of the
Company for 1995, subject to ratification by the shareholders. If the
shareholders do not approve the selection of Arthur Andersen LLP, the
selection of another independent auditor will be considered by the
Finance/Audit Committee.
Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting with the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate
questions.
The Board of Directors unanimously recommends a vote FOR approval of
this selection.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
Shareholder proposals for inclusion in the Company's proxy materials
in connection with the 1996 Annual Meeting of shareholders must be
received by the Company at its office in Dallas, Texas, addressed to the
Secretary of the Company, no later than December 4, 1995.
The cost of solicitation of proxies will be borne by the Company. In
addition, certain officers and employees of the Company, who will
receive no additional compensation for their services, may solicit
proxies in person or by mail, telephone, facsimile telecommunication or
telegraph.
The Board of Directors does not intend to present any other matter
at the meeting and knows of no other matters that will be presented.
However, if any other matter comes before the meeting, the persons named
in the enclosed proxy intend to vote thereon in accordance with their
best judgment.
THE COMPANY HAS PROVIDED WITHOUT CHARGE TO EACH PERSON WHOSE PROXY
IS SOLICITED HEREBY A COPY OF THE COMPANY'S 1994 ANNUAL REPORT. COPIES
OF THE COMPANY'S 1994 FORM 10-K MAY BE OBTAINED WITHOUT CHARGE BY ANY
PERSON WHOSE PROXY IS SOLICITED HEREBY UPON WRITTEN REQUEST TO DARRYL T.
MARCHAND, SECRETARY, TRIANGLE PACIFIC CORP., 16803 DALLAS PARKWAY,
DALLAS, TEXAS 75248.
TRIANGLE PACIFIC CORP.
Floyd F. Sherman
Chairman of the Board
and Chief Executive Officer
Dallas, Texas
April 5, 1995
[Proxy Card]
TRIANGLE PACIFIC CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Floyd F. Sherman, M. Joseph McHugh
and Darryl T. Marchand, and each of them, proxies with power of
substitution in each, and hereby authorizes them to represent and to
vote, as designated below, all shares of Common Stock of Triangle
Pacific Corp. (the "Company") standing in the name of the undersigned on
March 31, 1995, at the annual meeting of shareholders to be held on May
3, 1995 at 9:00 a.m. at Dallas, Texas, and at any adjournment thereof
and especially to vote on the items of business specified below, as more
fully described in the notice of the meeting and the proxy statement
accompanying the same, receipt of which is hereby acknowledged.
1.
ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the
contrary below)
WITHHOLD AUTHORITY
to vote for all nominees
listed below
DAVID R. HENKEL KAREN GORDON MILLS CARSON R. MCKISSICK
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
2. FOR AGAINST ABSTAIN Approval of appointment of
Arthur Andersen LLP as independent auditors for the Company for the
fiscal year ending December 29, 1995.
3. In their discretion, the proxies are authorized to vote upon such
other business or matters as may properly come before the meeting or any
adjournment thereof.
(Continued and to be signed on reverse side)
[Reverse of Proxy Card]
THIS PROXY, WHEN DULY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DESIGNATED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY
IS DULY EXECUTED AND RETURNED, BUT WITHOUT A CLEAR VOTING DESIGNATION,
IT WILL BE VOTED FOR ITEMS 1 AND 2.
The undersigned hereby revokes any proxy or proxies heretofore
given to represent or vote such Common Stock and hereby ratifies and
confirms all actions that said proxies, their substitutes, or any of
them, may lawfully take in accordance with the terms hereof.
Dated: , 1995
Signature(s) of Shareholder(s)
This proxy should be signed exactly as your name appears hereon.
Joint owners should both sign. If signed as attorney, executor,
guardian or in some other representative capacity, or as officer of a
corporation, please indicate your capacity or title.
Please complete, date and sign this proxy and return it promptly in
the enclosed envelope, which requires no postage if mailed in the United
States.
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