SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[_] PRELIMINARY PROXY STATEMENT
[X] DEFINITIVE PROXY STATEMENT
[_] DEFINITIVE ADDITIONAL MATERIALS
CALMAT CO.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CHRISTINE MC VEIGH
CALMAT CO.
3200 SAN FERNANDO ROAD
LOS ANGELES, CA 90065
(213) 258-2777
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 PER EXCHANGE ACT RULES 0-11(c) (1)ii, 14a-6(j)(2).
[_] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14a-6(i)(3).
[_] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14a-6(i)(1)(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:*
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
* 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 THE 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, ON THE FORM OR SCHEDULE AND THE DATE OF ITS FILING:
(1) AMOUNT PREVIOUSLY PAID: _____________________________________
(2) FORM, SCHEDULE OR REGISTRATION NO.: _____________________________________
(3) FILING PARTY: _____________________________________
(4) DATE FILED: _____________________________________
CALMAT (LOGO STYLE)
P.O. BOX 2950 TERMINAL ANNEX LOS ANGELES, CALIFORNIA 90051-9952
GENERAL OFFICES: 3200 SAN FERNANDO ROAD LOS ANGELES, CALIFORNIA 90065
TELEPHONE: (213) 258-2777
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, April 26, 1995
The Annual Meeting of Stockholders of CalMat Co., a Delaware
corporation (the "Company"), will be held in the Pacific Ballroom
of the Omni Los Angeles (formerly the Los Angeles Hilton Hotel),
930 Wilshire Boulevard, Los Angeles, California, on Wednesday,
April 26, 1995, at 10:00 a.m. The following proposals will be on
the agenda for action by the stockholders:
1. To elect thirteen (13) directors to serve during
the ensuing year and until their successors are
elected or appointed;
2. To ratify the selection of Coopers & Lybrand L.L.P.
as independent auditors for the year 1995; and
3. To transact such other business as may properly
come before the meeting and any postponements or
adjournments thereof.
All stockholders of record at the close of business (5:00 p.m., Los
Angeles time) on March 9, 1995 are entitled to one vote for each
share of stock held. A list of all stockholders entitled to vote
will be available for inspection for ten days prior to the Annual
Meeting at the general offices of the Company at 3200 San Fernando
Road, Los Angeles, California 90065.
All stockholders are cordially invited to attend the Annual
Meeting. Whether or not you plan to attend the Annual Meeting,
please complete and return the enclosed proxy card. If you decide
to attend the meeting in person, you can then withdraw your proxy
and vote at that time.
By order of the Board of
Directors,
A. FREDERICK GERSTELL
Chairman of the Board
Los Angeles, California
March 16, 1995<PAGE>
TABLE OF CONTENTS
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . .1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. .2
* PROPOSAL 1 - ELECTION OF DIRECTORS . . . . . . . . . . . . . .3
1995 Nominees for Director. . . . . . . . . . . . . . . . .4
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD . . . . . . . .6
Audit Committee . . . . . . . . . . . . . . . . . . . . . .6
Management Development and Compensation Committee . . . . .6
Nominating Committee. . . . . . . . . . . . . . . . . . . .6
Finance Committee . . . . . . . . . . . . . . . . . . . . .7
Executive Committee . . . . . . . . . . . . . . . . . . . .7
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE
ACT OF 1934 . . . . . . . . . . . . . . . . . . . . . . . . .7
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .8
Report of the Compensation Committee. . . . . . . . . . . .8
Compensation Policies for Executive Officers . . . . .8
Chief Executive Officer Compensation . . . . . . . . .9
Stock Option Grants. . . . . . . . . . . . . . . . . 10
Compensation Committee Interlocks and Insider
Participation. . . . . . . . . . . . . . . . . . . . 10
Employment Agreements . . . . . . . . . . . . . . . . . . 11
Table 1 - Summary Compensation. . . . . . . . . . . . . . 12
Pension Plans . . . . . . . . . . . . . . . . . . . . . . 13
Table 2 - Pension Plans . . . . . . . . . . . . . . . . . 13
Return to Stockholders Performance Graph. . . . . . . . . 14
Table 3 - Option Grants . . . . . . . . . . . . . . . . . 15
Table 4 - Option Exercises and Year-End Value . . . . . . 15
* PROPOSAL 2 - INDEPENDENT AUDITORS. . . . . . . . . . . . . . 16
FORM 10-K. . . . . . . . . . . . . . . . . . . . . . . . . . 16
1995 STOCKHOLDERS PROPOSALS - DATE REQUIRED FOR RECEIPT. . . 16
VOTE REQUIRED FOR APPROVAL . . . . . . . . . . . . . . . . . 16
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . 16
_________________
* Denotes proposals to be voted on at the meeting
<PAGE>
CALMAT CO.
3200 San Fernando Road
Los Angeles, CA 90065
===============
PROXY STATEMENT
================
GENERAL INFORMATION
This statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of CalMat
Co. (the "Company"), to be held on Wednesday, April 26, 1995 (the
"Annual Meeting"). This solicitation is made by the Board of
Directors of the Company, and the costs thereof, which will be
borne by the Company, are expected to be nominal. In addition to
solicitation of proxies by mail, the Company may utilize the
services of directors, officers and regular employees of the
Company (who will receive no additional compensation therefor) to
solicit proxies personally and by telephone and facsimile. In
addition, Georgeson & Company, Inc. has been retained by the
Company to assist in the solicitation of proxies. The anticipated
fee of this proxy solicitor is $7,000, plus its out-of-pocket costs
and expenses. The proxy may be revoked by a stockholder at any
time prior to its use by delivering written notice of such
revocation to the Secretary of the Company at its principal
executive offices, 3200 San Fernando Road, Los Angeles, California
90065, by submitting a later dated proxy, or by attending the
Annual Meeting and voting in person.
Brokerage houses, custodians, nominees, and others who hold stock
in their names will be reimbursed for expenses incurred by them in
sending proxy material to beneficial owners.
The approximate date on which this proxy statement and the form
of proxy will first be sent or given to security holders is March
16, 1995.
The stockholders of record at the close of business on March 9,
1995 are entitled to one vote for each share of stock held by them.
Each stockholder entitled to vote at any election for directors has
the right to cumulate votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by
the number of votes to which that stockholder's shares are
entitled, or to distribute such votes on the same principle among
as many candidates as the stockholder determines. The proxy
solicited by the Board of Directors confers discretionary authority
on the proxies to cumulate votes so as to elect the maximum number
of nominees. Stockholders who wish to cumulate their votes must so
indicate on the form of proxy. Proxies cannot be voted for a
greater number of persons than the number of nominees named. A
majority of the stock issued and outstanding, represented in person
or by proxy, constitutes a quorum for the transaction of business
at the meeting.
On February 24, 1995, there were outstanding 23,138,769 shares
of the Company's Common Stock, $1 par value, all of which are of
one class.
PAGE 1
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------
The following shows information (i) as of December 31, 1994 with
respect to the only persons known to the Company to be the
beneficial owners of more than 5% of the Company's outstanding
stock, based on the Company's records and a review of filings made
pursuant to Section 13 of the Securities Exchange Act of 1934; and
(ii) as of February 24, 1995 for the officers named in this proxy
statement under the caption "Executive Compensation" and for
directors and executive officers as a group. For the purpose of
this proxy statement, beneficial ownership of securities is defined
in accordance with the rules of the Securities and Exchange
Commission and means generally the power to vote or dispose of the
securities regardless of any economic interest therein. Unless
noted otherwise, beneficial owners listed have sole voting and
investment power with respect to the shares reported.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- -------------------- -------------------- ----------
<S> <C> <C>
Dan Murphy Foundation 4,157,247 shares 17.97
Post Office Box 711267
Los Angeles, CA 90071
Fidelity Management & Research Co. 1,350,200 shares 5.84
Boston, MA 02110-2003
Systematic Financial Mgmt., Inc. 1,290,485 shares 5.58
Fort Lee, NJ 07024-3308
A. Frederick Gerstell 315,982 shares (a) 1.37
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
Delbert H. Tanner 13,750 shares (a) (b)
Executive Vice President,
Construction Materials
Scott J Wilcott 129,381 shares (a) (b)
Executive Vice President,
Law and Property
Paul Stanford 27,565 shares (a) (b)
Executive Vice President -
Administration, General Counsel
and Secretary
H. James Gallagher 11,500 shares (a) (b)
Executive Vice President, Finance
and Chief Financial Officer
Directors and officers as a group 1,345,320 shares (a) 5.81
(20 persons)
____________
(a) The amounts shown include the following shares that may be acquired within
60 days pursuant to outstanding option grants: A. Frederick Gerstell,
281,300 shares; Delbert H. Tanner, 8,750 shares; Scott J Wilcott, 113,250
shares; Paul Stanford, 27,062 shares; H. James Gallagher,10,500 shares;
and all directors and officers as a group, 524,003 shares.
(b) Less than 1%.
</TABLE>
<PAGE>
PAGE 2
- -----------------------------------------------------------------------------
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
- ----------------------------------
The Company's Bylaws provide for a Board of Directors, consisting of from
eleven to fifteen directors, with the exact number to be determined by the
Board. Thirteen directors, who will comprise the entire Board of Directors,
will be elected at the 1995 Annual Meeting. Each of the nominees for director
named below is a member of the present Board of Directors, and the term of
office for which each nominee is a candidate will expire at the next Annual
Meeting or when the director's successor shall have been elected or appointed.
All shares represented by valid proxies will be voted in accordance with the
instructions contained therein. In the absence of instructions to the
contrary, votes will be cast for the election of the following as directors,
pursuant to the proxies solicited hereby. In the unanticipated event that any
nominee should become unavailable for election as a director, the proxies will
be voted for any substitute nominee named by the Board of Directors.
<TABLE>
<CAPTION>
Shares of Company
Firs t Stock Beneficially
Position Became a Owned as of Percent
Name of Nominee Age with Company Director February 24, 1995(a) of Class
- --------------- --- ------------ -------- -------------------- --------
<S> <C> <S> <C> <C> <C>
John C. Argue 63 Director 1990 2,250 (b) *
Arthur Brown 55 Director 1994 -0- *
Harry M. Conger 64 Director 1981 (c) 3,750 (b) *
Rayburn S. Dezember 64 Director 1989 4,350 (b) *
A. Frederick Gerstell 57 Chairman of 1981 (c) 315,982 (d) 1.37
the Board,
President
and Director
Richard A. Grant, Jr. 55 Director 1972 (c) 38,750 (e) *
Grover R. Heyler 68 Director 1978 2,750 (b) *
William T. Huston 67 Director 1978 6,030 (b) *
William Jenkins 75 Director 1973 50,584 (b) *
Edward A. Landry 55 Director 1994 1,000 (f) *
Thomas L. Lee 52 Director 1990 2,750 (b) *
Thomas M. Linden 51 Director 1978 623,880 (g) 2.70
Stuart T. Peeler 65 Director 1966 (c) 15,750 (h) *
* Less than 1%
[Footnotes on following page]
PAGE 3
- -----------------------------------------------------------------------------
<PAGE>
(a) Unless otherwise indicated, the beneficial owner (within the meaning of
the rules of the Securities and Exchange Commission) of the shares shown
has sole voting and investment power, subject to applicable community
property and similar laws.
(b) Of the shares shown, 750 are shares which the director has the right to
acquire under an existing director's stock option agreement.
(c) Includes service as a director of a predecessor constituent company,
California Portland Cement Company ("CPC"). Each of these nominees for
director became a director upon formation of the Company in 1984 by the
combination of CPC and Conrock Co. ("Conrock").
(d) Of the shares shown, 281,300 are shares which Mr. Gerstell has the right
to acquire under existing stock option agreements.
(e) Mr. Grant disclaims any beneficial interest in the 4,157,247 shares owned
by the Dan Murphy Foundation, of which he is Secretary, Treasurer and a
Trustee, and in the 300,541 shares owned by the P.D. Byrne Trust, of which
he is a Co-Trustee. Included in the shares shown are 8,000 shares
beneficially owned by Mr. Grant's children as to which he has shared
voting and investment power, and 750 shares which he has the right to
acquire under an existing director's stock option agreement.
(f) Mr. Landry disclaims any beneficial interest in the 4,157,247 shares owned
by the Dan Murphy Foundation, of which he is a Trustee, and in the 1,868
shares held in the Philip Marlow Trust, of which he is a Trustee.
(g) Mr. Linden has shared voting and investment power with respect to 271,196
shares of the shares shown. Mr. Linden disclaims beneficial ownership
with respect to 178,808 shares held by trusts, of which his children are
beneficiaries, and of which he is Trustee. Of the shares shown, 750 are
shares which Mr. Linden has the right to acquire under an existing
director's stock option agreement.
(h) Mr. Peeler has shared voting and investment power with respect to the
shares shown. Of the shares shown, 750 are shares which Mr. Peeler has
the right to acquire under an existing director's stock option agreement.
</TABLE>
1995 Nominees for Director
--------------------------
John C. Argue. Former senior partner and currently of counsel to the Los
Angeles law firm of Argue, Pearson, Harbison & Myers where he has
practiced law since 1972. Mr. Argue is a Director of Avery Dennison, Inc.
and a Trustee of TCW Funds, Inc., the TCW/DW Family of Funds and Term
Trusts 2000, 2002, 2003.
Arthur Brown. Chairman of the Board, Chief Executive Officer and President
of Hecla Mining Company ("Hecla"). Prior to being named President in 1986,
Mr. Brown served as Hecla's Chief Operating Officer, and Executive Vice
President in addition to various other positions as an officer of Hecla.
Mr. Brown is also a director of Great Lakes Minerals Inc. (a Canadian
mining company), Southern Africa Minerals Corporation, American Colloid
Company (an American industrial minerals company), and Idaho Independent
Bank.
Harry M. Conger. Chairman of the Board and Chief Executive Officer of
Homestake Mining Company since 1986; also its President from 1982 to 1986.
Mr. Conger is also a Director of ASA, Ltd., Baker Hughes, Inc., Pacific
Gas and Electric Company, and American Mining Congress, soon to become the
National Mining Association. He is also Vice Chairman of the World Gold
Council and a Trustee of the California Institute of Technology.
PAGE 4
- -----------------------------------------------------------------------------
<PAGE>
Rayburn S. Dezember. Serves on the boards of Wells Fargo and Company, Wells
Fargo Bank and Tejon Ranch Co. Mr. Dezember served as Chairman of the
Board and Chief Executive Officer of Central Pacific Corp. from 1981 to
1990. He is also a Trustee of Whittier College.
A. Frederick Gerstell. Chairman of the Board, President, Chief Executive
Officer and Chief Operating Officer of the Company. Prior to 1991, Mr.
Gerstell was President, Chief Executive Officer and Chief Operating
Officer. From 1984 to 1988, Mr. Gerstell was President and Chief
Operating Officer of the Company. From 1981 to 1984, he was President and
Chief Operating Officer and a Director of CPC and, prior to 1981, a Vice
President of CPC. Mr. Gerstell is also a Director of Ameron, Inc.
Richard A. Grant, Jr. Private investor and co-trustee of M. B. Scott
trusts. Mr. Grant is Secretary, Treasurer and a Trustee of the Dan Murphy
Foundation, a nonprofit foundation which owns 4,157,247 shares of the
Company's Common Stock.
Grover R. Heyler. Retired partner of the law firm of Latham & Watkins,
where he had practiced law since 1952. Since his retirement at the end of
1992, he has been of counsel to the firm. The Company retained the
services of Latham & Watkins during 1994 and has retained such services in
1995.
William T. Huston. Chairman of the Board of Watson Land Company since
January 1, 1994, formerly known as Watson Industrial Properties, a real
estate development company. From 1963 to 1985, he was its President and
Chief Executive Officer, and from 1986 through 1993, he was its Chairman
and Chief Executive Officer.
William Jenkins. Retired as Chairman of the Board of the Company at the end
of 1990. Prior to 1988, Mr. Jenkins was Chairman of the Board and Chief
Executive Officer and, prior to 1984, President, Chief Executive Officer
and a Director of Conrock.
Edward A. Landry. Senior Partner of the Los Angeles law firm of Musick,
Peeler & Garrett, where he has practiced law since 1965. He is a Trustee
of the Dan Murphy Foundation, a non-profit foundation, which owns
4,157,247 shares of the Company's Common Stock. Mr. Landry also serves as
trustee for other non-profit foundations.
Thomas L. Lee. Has served as Chief Executive Officer, as a Director, and
since July 1989 as Chairman of The Newhall Land and Farming Company, a
publicly traded California limited partnership. He served as its
President and Chief Executive Officer from 1987 to 1989, and as President
and Chief Operating Officer from 1985 to 1987. He also is a Director of
First Interstate Bancorp and of First Interstate Bank of California.
Thomas M. Linden. Private investor. He was Executive Vice President and
General Manager - Properties Division of the Company from May 1985 through
May 1989. Before that time, he was a partner with Smith, Linden and
Basso, certified public accountants.
Stuart T. Peeler. Petroleum industry consultant and independent oil and gas
producer since the beginning of 1989. He was Chairman of the Board and
Chief Executive Officer of Statex Petroleum, Inc., from 1982 through 1989
and was its President from 1983 to 1986. Mr. Peeler is a Director of
Chieftain International, Inc., Chieftain International Funding Corp.,
Homestake Mining Company and Homestake Gold of Australia, Ltd. He is also
a trustee of the J. Paul Getty Trust.
PAGE 5
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<PAGE>
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
- ----------------------------------------------
During 1994, the Board of Directors met eight times. Directors who are
not Company employees are paid a quarterly retainer fee of $3,500 for service
on the Board - $4,000 if the director also serves as a Committee Chairman.
In addition, such non-employee directors are paid a fee of $1,200 for each
Board meeting and $800 for each Committee meeting attended.
The Board of Directors has an Audit Committee, a Management Development
and Compensation Committee, a Nominating Committee, a Finance Committee and
an Executive Committee. During 1994, each committee met three times. All
directors attended more than 75% of all Board and Committee meetings.
Audit Committee
---------------
The Audit Committee recommends the selection of independent auditors and
approves their fee arrangement. The Audit Committee reviews the plan and
scope of the audit and the resulting audit report and management letter.
The Audit Committee also discusses with management and the outside
auditors the effect of recently issued accounting standards on the
Company's financial statements.
Members
John C. Argue, Chairman William T. Huston
Rayburn S. Dezember Stuart T. Peeler
Grover R. Heyler
Management Development and Compensation Committee
-------------------------------------------------
The Management Development and Compensation Committee ("Compensation
Committee") approves, and recommends to the Board of Directors,
remuneration for senior management of the Company, the adoption of any
compensation plans and the granting of stock options or other benefits
under such plans. The Compensation Committee also makes recommendations
to the Board concerning director compensation.
Members
Stuart T. Peeler, Chairman William Jenkins
John C. Argue Thomas L. Lee
Harry M. Conger Thomas M. Linden
Nominating Committee
--------------------
The Nominating Committee recommends to the Board of Directors nominees to
fill Board vacancies, and a slate of nominees for election at the annual
meeting of stockholders. The Nominating Committee has no formal
procedures for consideration of recommendations for nominees, which may be
submitted by stockholders.
Members
Thomas L. Lee, Chairman Grover R. Heyler
Harry M. Conger William T. Huston
Richard A. Grant, Jr.
PAGE 6
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<PAGE>
Finance Committee
-----------------
The Finance Committee monitors the performance of investments in the
Company's pension plans and selects and recommends managers, financial
advisors and trustees for pension fund investments. The Finance Committee
also reviews and makes recommendations regarding the structure of Company
indebtedness, specific major borrowings, the Company's debt-to-equity
ratio, and the relationship of long-term debt to short-term debt.
Members
Richard A. Grant, Jr., Chairman Grover R. Heyler
Rayburn S. Dezember Thomas M. Linden
A. Frederick Gerstell
Executive Committee
-------------------
The Executive Committee reviews and makes recommendations regarding
corporate objectives and policies, the Company's long-range plan, major
Company acquisitions or divestitures, and the Company's dividend policy.
When necessary, the Executive Committee may act in lieu of the Board of
Directors, exercising all the powers of the Board of Directors in the
management of the business and affairs of the Company, except where
limited by Section 141 of the Delaware General Corporation Law.
Members
William Jenkins, Chairman Richard A. Grant, Jr.
John C. Argue Thomas L. Lee
Harry M. Conger Thomas M. Linden
A. Frederick Gerstell Stuart T. Peeler
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
- -----------------------------------------------------------------
The Company believes that during fiscal 1994 its executive officers and
directors have complied with all Section 16 filing requirements.
PAGE 7
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<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
- ----------------------
The Executive Compensation section of this Proxy Statement includes (i) the
Report of the Compensation Committee, (ii) a discussion of certain Employment
Agreements entered into by the Company with certain executives, (iii) a Summary
Compensation Table which shows the compensation paid or accrued to the named
individuals by the Company during the fiscal years ended December 31, 1994,
1993 and 1992, (iv) information about the Company's defined benefit
supplemental retirement plan, (v) a Performance Graph of the Company's stock
performance during the last five fiscal years compared to the stock performance
of the Company's peer group and others during the same period, and (vi) an
Option Grants table and an Option Exercises and Year-End Value table which show
grants and exercises during the last fiscal year with year-end information
regarding outstanding options.
Report of the Compensation Committee on Executive Compensation
--------------------------------------------------------------
Compensation Policies for Executive Officers of the Company
-----------------------------------------------------------
The Compensation Committee is responsible for setting and administering all
policies which govern salaries, salary increases, bonuses and stock options
for the Company's executive officers and key managerial employees for
approval by the Company's Board of Directors. In 1994, the Compensation
Committee met three times.
The Compensation Committee's purpose is to ensure that management is able to
attract and retain well-qualified executives who will manage the Company for
the benefit of stockholders and contribute to the Company's success. The
policy of the Compensation Committee is to provide compensation to executive-
level officers which is appropriate to each executive officer's level of
responsibility and which will both reward the executive for past performance
and provide an incentive to the executive for future performance.
The primary focus of the Compensation Committee in making its compensation
decisions for executive officers in fiscal 1994 was its subjective review of
each executive officer's individual performance. The Compensation Committee
did not establish predetermined performance standards for executive officers,
but rather reviewed each executive officer's individual performance in the
context of the overall performance of the Company. In making this
evaluation, the Compensation Committee considered the earnings performance of
the Company and evaluated whether the specific performance of the area over
which an executive officer has control contributed to the earnings
performance or otherwise supported the Company's overall performance. The
Compensation Committee also reviewed the individual performance of the
executive in the executive's role as a manager and leader within the Company
and the performance appraisal of the CEO with regard to the performance of
the individual executive.
Additionally, as part of its subjective determination of the appropriateness
of salary with regard to an executive's level of responsibility, the
Compensation Committee reviewed salary surveys of companies within the
Company's peer group of eight U.S. companies within the sand, gravel and
mining industry. In reviewing these peer industry surveys, the Compensation
Committee primarily considered the level of compensation being paid to
executives with similar responsibilities in comparable businesses with
similar business cycles. For example, the Compensation Committee especially
considered the surveys of mining companies whose business cycles, like the
Company's, are tied to the construction industry. The Compensation Committee
also reviewed professional surveys of non-industry related companies,
primarily in California, which have comparable revenue, location density in
California, and number of employees. In reviewing these non-industry surveys,
the Compensation Committee considered the compensation being paid to
PAGE 8
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<PAGE>
executives with similar responsibilities in similarly-sized California
companies, with a heavier focus on Southern California companies, so as to
determine competitive wages within the geographic region. The professional
surveys reviewed include surveys produced by William M. Mercer, Inc., the
American Compensation Association, and The Wyatt Company. The Compensation
Committee did not target any predetermined relationship between the salaries
of the Company's executives and those of the executives of the surveyed
companies. In 1994, the named executive officers as a group received
salaries which were at or above the median for executive officers in their
peer group and below the median for executives within non-industry related
comparable companies in California.
After its evaluation of these factors, the Compensation Committee
subjectively determined the appropriate level of compensation to be paid.
The Compensation Committee also oversees the Company's bonus plan, which the
Company uses to reward individual employee performance for the prior year. In
1994, the Compensation Committee subjectively determined that the Company's
bonus fund would equal 4% of the pre-tax, pre-bonus operating earnings for
the Company, excluding extraordinary gains and losses. The Compensation
Committee made this decision based on its subjective evaluation of historical
information with regard to bonus funds in prior years and the Compensation
Committee's overall goal to provide a reward for performance to all
employees. The Compensation Committee's decision to provide bonuses, and the
relationship, if any, of the bonus fund amount to the Company's earnings are
completely within the discretion of the Compensation Committee and may change
from year to year. In 1994, the bonus fund available to pay employees,
including the executive officers and the CEO, was approximately $1,563,000.
The percentage of this fund paid to the CEO in 1994 was approximately 13%.
Chief Executive Officer Compensation
------------------------------------
In 1994, the Compensation Committee determined the compensation for the CEO
by subjectively evaluating his performance with regard to the performance of
the Company as a whole with special emphasis on the operating earnings of the
Company. The Compensation Committee did not predetermine performance goals
for the CEO, but subjectively evaluated his performance in the following
areas: (i) establishment of clear and sound objectives, (ii) achievement of
those objectives, (iii) creation of overall management strength, (iv)
development of successor management, and (v) communication with the Board of
Directors and senior management. Additionally, the Compensation Committee
considered particular accomplishments of the CEO in 1994 which have
contributed to long-term stockholder value. Specifically, in 1994, the
Compensation Committee subjectively evaluated the following accomplishments:
improved overall profits, success in reducing costs, acquisition and
expansion activities, improvements in financial flexibility and improvements
in customer and governmental relations. Finally, in evaluating the CEO's
performance, the Compensation Committee compared the short-term and long-term
total stockholder return performance of companies within its peer group to
the Company's own short-term and long-term performance. In 1994, the
Company's total stockholder return fell below its peer group as shown on the
Performance Graph on page 14. The Compensation Committee did not evaluate
these factors using a predetermined formula, but used its subjective
discretion to reach its result.
The Compensation Committee, as it did for executive officer compensation,
also reviewed the same professional surveys of industry-related and
non-industry related companies in determining the CEO salary level. In 1994,
the CEO's salary level was above the median for industry-related companies
and above the median for CEO's within non-industry related comparable
companies in California. For 1995, the CEO's base compensation was raised
from $460,000 to $485,000. The CEO's bonus for 1994 was $200,000.
PAGE 9
- -----------------------------------------------------------------------------
<PAGE>
Stock Option Grants
-------------------
The Stock Option Subcommittee of the Compensation Committee (the
"Subcommittee"), which is made up of independent directors, met twice in
1994 to determine the amount of any stock options to be granted to Company
employees, including the executive officers and the CEO. The Subcommittee
uses the award of stock options to meet the Compensation Committee's goal to
provide an incentive for continued and future performance of executive
officers and other key employees. In making its decisions in 1994, the
Subcommittee subjectively considered the extent to which the performance of a
particular employee impacted the performance of the Company as a whole. The
Subcommittee did not review surveys of stock option grants for other
companies in determining its stock option awards.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
None of the members of the Compensation Committee are present or former
members of management except Mr. William Jenkins, who is a retired Chairman
of the Board of Directors and was CEO of the Company from July 1984 to
January 1988, and Mr. Thomas M. Linden, who was Executive Vice President and
General Manager - Properties Division of the Company from May 1985 through
May 1989.
Compensation Committee Members
Stuart T. Peeler, Chairman
John C. Argue
Harry M. Conger
William Jenkins
Thomas L. Lee
Thomas M. Linden
Stock Option Subcommittee Members
Stuart T. Peeler, Chairman
John C. Argue
Harry M. Conger
Thomas L. Lee
PAGE 10
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
Employment Agreements
---------------------
The Company has executed the following employment agreements with certain
executive officers according to the terms summarized below:
An employment agreement between the Company and Mr. Gerstell currently
provides for compensation at an annual rate of $485,000. In addition to
providing benefits in the case of disability, the agreement provides that
the compensation and other benefits (including bonus, retirement plan
contributions and insurance coverages) shall continue unabated for four
years from the date of notice of termination by the Company. In the event
the Company significantly reduces the importance of his responsibilities,
reduces his compensation or benefits, relocates the Company's principal
executive offices outside Los Angeles or reassigns him to a location other
than the principal executive offices, Mr. Gerstell may terminate the
agreement and receive the salary and benefits that would have been
provided to him under the agreement for four years. Mr. Gerstell's
agreement provides that in the event of a change of control, he may
accelerate the exercisability of all options to acquire shares covered by
any outstanding stock option agreements he has with the Company.
Mr. Tanner has an agreement with the Company with respect to severance
which provides that he will receive twelve months of salary ($265,000) in
the event of termination without cause.
Mr. Wilcott has a three-year employment agreement with the Company which
currently provides for annual compensation of $240,000. In addition to
providing benefits in the case of disability, the agreement provides that
compensation and other benefits (including bonus, retirement plan
contributions and insurance coverages) shall continue unabated for the
period specified from the date of any notice of termination by the Company
and that, in the event the Company reduces the importance of the
executive's responsibilities, reduces his compensation or benefits,
relocates the Company's principal executive offices outside Los Angeles or
reassigns him to a location other than the principal executive offices,
the executive may terminate the agreement and receive the salary and
benefits for the period specified that would have been provided to him
under the agreement. Mr. Wilcott's agreement provides that in the event
of a change of control, he may accelerate the exercisability of all
options to acquire shares covered by any outstanding stock option
agreements he has with the Company.
Mr. Stanford has a two-year employment agreement which currently provides
for annual compensation of $220,000. In addition to providing benefits in
the case of disability, the agreement provides that compensation and other
benefits (including bonus, retirement plan contributions and insurance
coverages) shall continue unabated for the period specified from the date
of any notice of termination by the Company and that, in the event the
Company reduces the importance of the executive's responsibilities,
reduces his compensation or benefits, relocates the Company's principal
executive offices outside Los Angeles or reassigns him to a location
other than the principal executive offices, the executive may terminate
the agreement and receive the salary and benefits for the period specified
that would have been provided to him under the agreement. Mr. Stanford's
agreement provides that in the event of a change of control, he may
accelerate the exercisability of all options to acquire shares covered by
any outstanding stock option agreements he has with the Company.
Mr. Gallagher has an agreement with the Company with respect to severance
which provides that he will receive up to twelve months of salary
($220,000) in the event of termination without cause.
PAGE 11
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
<TABLE>
TABLE 1 - SUMMARY COMPENSATION
<CAPTION>
Long Term
Name and Principal Position Annual Compensation (A) Compensation All Other
Year Salary ($) Bonus ($) Options (#) Compensation (B)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. Frederick Gerstell 1994 $460,000 $200,000 60,000 $84,098
Chairman of the Board, 1993 $430,000 $100,000 50,000 $79,837
President, Chief Executive 1992 $430,000 $66,000 40,000 $77,322
Officer, Chief Operating
Officer, and Director
Delbert H. Tanner * 1994 $256,000 $65,000 25,000 $31,727
Executive Vice President, 1993 $118,267 $60,000 35,000 $82,920
Construction Materials 1992 --- --- --- ---
Scott J Wilcott 1994 $232,500 $65,000 25,000 $42,714
Executive Vice President, 1993 $232,500 $25,500 20,000 $47,685
Law and Property 1992 $232,500 -0- 15,000 $41,603
Paul Stanford 1994 $200,000 $60,000 25,000 $35,095
Executive Vice President - 1993 $182,731 $30,000 20,000 $31,256
Administration, General 1992 $164,846 $20,000 15,000 $27,678
Counsel, and Secretary
H. James Gallagher * 1994 $200,000 $60,000 25,000 $8,768
Executive Vice President - 1993 $7,000 $12,000 22,000 -0-
Finance, and Chief 1992 --- --- --- ---
Financial Officer
* Mr. Tanner and Mr. Gallagher joined the Company during 1993
(A) Amounts shown include cash compensation earned and received by executive officers as well as
amounts earned but deferred at the election of those officers.
(B) The amounts shown in this column for the last fiscal year include the following items: (i) Mr.
Gerstell: $21,000 - Company accrual to the Thrift and Profit-Sharing Retirement Plan and Money
Purchase Pension Plan for Employees of CalMat Co., a defined contribution plan (DCP); $55,313 -
Paid by the Company to a trust for the Non-qualified Deferred Compensation Plan for Selected
Executives of CalMat Co., a non-qualified defined contribution plan (NDCP); $7,785 - Company-paid
term life insurance (TLI); (ii) Mr. Tanner: $9,725 - Company accrual to DCP; $60 - Company
accrual to NDCP; $942 - Company-paid TLI; $21,000 -Company-paid housing allowance; (iii) Mr.
Wilcott: $21,000 - Company accrual to DCP; $17,979 - Company accrual to NDCP; $3,735 - Company-
paid TLI; (iv) Mr. Stanford: $21,000 - Company accrual to DCP; $12,084 - Company accrual to
NDCP; $2,006 - Company-paid TLI; (v) Mr. Gallagher: $7,601 - Company accrual to DCP; $47 -
Company accrual to NDCP; $1,120 - Company-paid TLI.
</TABLE>
PAGE 12
- -----------------------------------------------------------------------------
<PAGE>
Pension Plans
-------------
Under the Supplemental Executive Retirement Agreement, a defined benefit
supplemental retirement plan, Mr. Gerstell will receive, upon retirement, a
supplemental benefit added to amounts received from Social Security, the DCP
and the NDCP, such that the total will approximate 70% of final average pay.
During 1994, $32,576 was paid to a Company trust created to fund this
benefit.
<TABLE>
TABLE 2 - PENSION PLANS
<CAPTION>
Years of Service (B)
Remuneration (A) 20 (C) 25 28(D)
- -----------------------------------------------------------------
<C> <C> <C> <C>
$ 400,000 $ 29,948 $ 19,759 $ 29,400
$ 600,000 $ 89,325 $ 98,790 $125,109
$ 800,000 $148,701 $177,820 $256,817
$1,000,000 $208,078 $256,850 $316,526
(A) Average compensation in the highest consecutive five years of the last ten
years of employment.
(B) Amounts shown represent the estimated supplemental annual pension to be
paid by the Company which are in addition to amounts to be received by
Social Security, the DCP and the NDCP.
(C) After twenty years of service, Mr. Gerstell will not yet be eligible for
Social Security benefits. Therefore, the amounts shown include such
additional amounts which the Company is obligated to pay until such time
that Mr. Gerstell reaches age 62.
(D) Mr. Gerstell is the only participant in the plan. At age 65, Mr. Gerstell
will have 28 years of service.
</TABLE>
The compensation covered by the plan includes the base salary shown in the
Compensation Table, not including bonuses.
PAGE 13
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
Return to Stockholders Performance Graph
- ----------------------------------------
The following graph compares the cumulative total stockholder return on the
Company's capital stock with the cumulative total return of the Standard &
Poor's 500 Stock Index (the "S & P 500") and a composite industry index (the
"Industry Index") consisting of eight public companies in the building
materials industry.* The graph assumes that $100 was invested on December
31, 1989 in each of CalMat stock, the S & P 500 and the Industry Index, and
that all dividends were reinvested.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL STOCKHOLDER RETURN
AMONG CALMAT CO., S&P 500,
AND PEER GROUP COMPOSITE
<CAPTION>
Measurement Period S&P 500 Peer
(Fiscal year covered) CalMat Index Composite *
- --------------------- ------ ------- -----------
<C> <C> <C> <C>
Measurement PT -
12/31/89 $100 $100 $100
FYE 12/31/90 $ 64 $ 97 $ 75
FYE 12/31/91 $ 81 $127 $ 88
FYE 12/31/92 $ 81 $135 $ 91
FYE 12/31/93 $ 77 $145 $115
FYE 12/31/94 $ 66 $146 $102
* Composite includes Florida Rock Industries, Granite Construction, Inc.,
Lafarge Corp., Martin Marietta Materials, Southdown, Inc., Texas Industries,
Inc., Vulcan Materials Co., and CalMat Co. Information for Dravo Corporation,
which was sold in 1994, is no longer included in this composite as such
information is no longer publicly available. Information for Martin Marietta
Materials is included only for 1993 and 1994 when such information first
became publicly available.
</TABLE>
PAGE 14
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
<TABLE>
TABLE 3 - OPTION GRANTS
<CAPTION>
Number of
Securities % of Total
Underlying Options Granted Exercise or
Options to Employees Base Price Expiration Grant Date
Name Granted (A) in Fiscal Year ($/Share)(B) Date Present Value (C)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. Frederick Gerstell 60,000 18.58 $18.875 11-22-04 $390,578
Delbert H. Tanner 25,000 7.74 $18.875 11-22-04 $162,741
Scott J Wilcott 25,000 7.74 $18.875 11-22-04 $162,741
Paul Stanford 25,000 7.74 $18.875 11-22-04 $162,741
H. James Gallagher 25,000 7.74 $18.875 11-22-04 $162,741
(A) Options granted in 1994 are exercisable starting at 12 months after the grant date,
with 25% of the shares covered thereby becoming exercisable at that time and with an
additional 25% of the option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth anniversary date. The
options were granted for a term of ten years, however, no portion of any option which
is unexercisable at termination of employment will become exercisable.
(B) The exercise price may be paid by cash, by delivery of shares of the Company's Common
Stock owned by the Optionee or, with consent of the Compensation Committee, by
delivery of a full-recourse promissory note.
(C) The Modified Black-Scholes Option Valuation Model modifies the Black-Scholes formula
to include the impact of cash dividend payments and the right to exercise options
prior to maturity. The volatility factor and risk-free rate of return at grant date
used in the modified model were .2891 and 7.88%, respectively. The Company's dividend
yield at the grant date of 2.11% was used in the modified model. The model assumes
that options are exercisable approximately three years after vesting, based on
analyses of historical exercise pattern.
</TABLE>
<TABLE>
TABLE 4 - OPTION EXERCISES AND YEAR-END VALUE
Aggregated Option Exercises in Last Fiscal Year and
FY-End Option Values
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
Value Realized at FY-End at FY-End (B)
Shares Acquired at Date of Exercisable/ Exercisable/
Name on Exercise Exercise (A) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. Frederick Gerstell --- --- 281,300/132,500 $91,431/16,406
Delbert H. Tanner --- --- 8,750/51,250 $3,203/9,609
Scott J Wilcott --- --- 113,250/53,750 $35,313/6,563
Paul Stanford --- --- 27,062/49,688 $2,188/6,563
H. James Gallagher --- --- 10,500/56,500 $2,188/6,563
(A) Market value of the underlying securities at exercise date minus the exercise price of
the options.
(B) Market value of the underlying securities at year-end minus the exercise price of
in-the-money options.
</TABLE>
PAGE 15
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
PROPOSAL 2 - INDEPENDENT AUDITORS
- ---------------------------------
Stockholders are being asked to ratify the Board of Director's selection of
Coopers & Lybrand L.L.P., certified public accountants, as the Company's
independent auditors for 1995. The Board of Directors selected Coopers &
Lybrand L.L.P. upon the recommendation of the Audit Committee, which believes
Coopers & Lybrand L.L.P. to be well qualified to audit the books and records
of the Company and its subsidiaries for the year 1995 and to perform such other
services as may be required. The Company's financial statements for 1994 were
examined by Coopers & Lybrand L.L.P. A representative of Coopers & Lybrand
L.L.P. is expected to be present at the Annual Meeting to make a statement and
to respond to appropriate questions.
FORM 10-K
- ---------
A copy of the Company's Annual Report on Form 10-K will be furnished without
charge to stockholders upon request to the Company, at 3200 San Fernando Road,
Los Angeles, California 90065, attention: Paul Stanford, Secretary. Telephone
(213) 258-2777.
1995 STOCKHOLDER PROPOSALS - DATE REQUIRED FOR RECEIPT
- ------------------------------------------------------
Stockholder proposals must be received by the Company at its address by
November 15, 1995 for inclusion in the proxy materials relating to the 1996
Annual Meeting.
VOTE REQUIRED FOR APPROVAL
- --------------------------
The thirteen nominees for director who receive a plurality of the votes cast
at the Annual Meeting in person or by proxy shall be elected. All other
matters require a majority of the votes.
Under the Company's By-laws and Delaware law, shares represented by proxies
that reflect abstentions or "broker non-votes" (i.e., shares held by a broker
or nominee which are represented at the Annual Meeting, but with respect to
which such broker or nominee is not empowered to vote on a particular proposal)
will be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. To be elected, nominees must receive a
plurality of the votes cast by holders of Common Stock who are present and
entitled to vote, in person or by proxy, at the Annual Meeting. Accordingly,
abstentions or broker non-votes will not affect the election of the candidates
receiving the plurality of votes. All other proposals to come before the
Annual Meeting require the approval of a majority of the votes cast by holders
of Common Stock who are present with the power to vote. Abstentions as to a
particular proposal will have the same effect as votes against such proposal.
Broker non-votes, however, will be treated as unvoted for purposes of
determining approval of such proposal and will not be counted as votes for or
against such proposal.
OTHER MATTERS
- -------------
The Company is not aware of any matters that may come before the meeting other
than those referred to in the Notice of Annual Meeting of Stockholders. If
any other matters shall properly come before the meeting, the persons named in
the accompanying form of Proxy intend to vote thereon in accordance with their
best judgment.
Paul Stanford
Secretary
Los Angeles, California
March 16, 1995
PAGE 16
- -----------------------------------------------------------------------------
<PAGE>
PROXY
CALMAT CO.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CALMAT CO.
I HEREBY CONSTITUTE AND APPOINT A. FREDERICK GERSTELL AND WILLIAM JENKINS, AND
EACH OF THEM, WITH FULL POWER OF SUBSTITUTION AND REVOCATION TO EACH, AS MY
PROXIES, TO VOTE ALL SHARES OF THE COMPANY HELD OR OWNED BY ME AT THE ANNUAL
MEETING OF STOCKHOLDERS OF CALMAT CO. TO BE HELD IN THE PACIFIC BALLROOM OF THE
OMNI LOS ANELES, FORMERLY THE LOS ANGELES HILTON HOTEL, 930 WILSHIRE BOULEVARD,
LOS ANGELES, CALIFORNIA, AT 10:00 A.M., ON WEDNESDAY, THE 26TH DAY OF APRIL,
1995, AND AT ANY AND ALL ADJOURNMENTS THEREOF, UPON THE FOLLOWING MATTERS:
ELECTION OF DIRECTORS. NOMINEES:
JOHN C. ARGUE, ARTHUR BROWN, HARRY M. CONGER, RAYBURN S. DEZEMBER, A. FREDERICK
GERSTELL, RICHARD A. GRANT, JR., GROVER R. HEYLER, WILLIAM T. HUSTON, WILLIAM
JENKINS, EDWARD A. LANDRY, THOMAS L. LEE, THOMAS M. LINDEN, AND STUART T.
PEELER.
CHANGE OF ADDRESS
________________________________________
________________________________________
________________________________________
________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY CANNOT
BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.
[SEE REVERSE SIDE]
=============================================================================
PROXY
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
UNLESS A CONTRARY DIRECTION IS INDICATED, THE PROXIES WILL BE VOTED FOR THE
ELECTION OF ALL DIRECTORS AND FOR PROPOSAL 2.
(1) ELECTION OF DIRECTORS (SEE REVERSE)
FOR [_] WITHHELD[_]
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
________________________________________________________
(2) RATIFICATION OF THE BOARD OF DIRECTORS' SELECTION OF COOPERS & LYBRAND
TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR 1995.
FOR [_] AGAINST [_] ABSTAIN [_]
(3) ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. MANAGEMENT
IS NOT AWARE OF ANY OTHER MATTERS THAT WILL BE PRESENTED FOR ACTION AT
THE MEETING.
CHANGE OF ADDRESS ON REVERSE SIDE [_]
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING
OF STOCKHOLDERS, DATED MARCH 16, 1995, AND OF THE PROXY STATEMENT ON THE SAME
DATE FURNISHED THEREWITH.
SIGNATURE(S)______________________________________________ DATE______________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
THE SIGNER HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN BY THE SIGNER TO VOTE
AT SAID MEETING OR ANY ADJOURNMENTS THEREOF.
