<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Crawford & Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1996
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford
& Company (the "Company") will be held in the Home Office Building of the
Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia, on Thursday, April 18,
1996, at 2:00 p.m., local time, for the following purposes:
1. To elect ten (10) Directors to serve until the next Annual Meeting
of Shareholders and until their successors are elected and qualified;
2. To approve the adoption by the Board of Directors of the 1996
Employee Stock Purchase Plan;
3. To approve the appointment of Arthur Andersen LLP as auditors for
the Company for the 1996 fiscal year; and
4. To transact any and all other such business as may properly come
before the meeting or any adjournment thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 21, 1996. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 7, 1996 will be
entitled to vote at the meeting and any adjournment thereof.
By Order of The Board of Directors
/s/ JUDD F. OSTEN
JUDD F. OSTEN, Secretary
Atlanta, Georgia
March 21, 1996
IT IS IMPORTANT THAT YOUR SHARES OF CLASS B COMMON STOCK BE REPRESENTED AT
THE MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO BE PRESENT. ACCORDINGLY,
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID ENVELOPE.
PROXIES ARE NOT BEING SOLICITED WITH RESPECT TO THE SHARES OF CLASS A
COMMON STOCK OF THE COMPANY.
<PAGE> 3
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders of Class B Common Stock of Crawford & Company (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from holders of Class B Common Stock for use at the Annual Meeting of
Shareholders to be held in the Home Office Building of the Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia, on Thursday, April 18, 1996 at 2:00
p.m., local time, and any adjournment thereof. When the Proxy is properly
executed and returned, the shares of Class B Common Stock it represents will be
voted at the meeting and any adjournment thereof as directed by the shareholder
executing the Proxy unless it is revoked. If no directions are given on the
Proxy with respect to election of Directors, the shares represented by the Proxy
will be voted for the below listed nominees, for the approval of the adoption of
the 1996 Employee Stock Purchase Plan and for the approval of the appointment of
Arthur Andersen LLP to serve as auditors of the Company in 1996. Any shareholder
giving a Proxy has the power to revoke it at any time before it is voted by the
execution of another Proxy bearing a later date or by written notification to
the Secretary of the Company. Shareholders who are present at the Annual Meeting
may revoke their Proxy and vote in person if they so desire.
Only shareholders of record of Class B Common Stock of the Company as of
the close of business on March 7, 1996 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
17,281,505 shares of Class B Common Stock, each share being entitled to one
vote. A majority of the issued and outstanding shares of Class B Common Stock
entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at such meeting. The Annual Report of the Company for
the fiscal year ended December 31, 1995 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 21, 1996.
Additionally, for information only, this Proxy Statement is being mailed to
shareholders of Class A Common Stock of the Company as of the Record Date.
Shares of Class A Common Stock are not entitled to vote at the Annual Meeting of
Shareholders. Accordingly, no proxy is being requested and no proxy should be
sent with respect to such shares.
ELECTION OF DIRECTORS
NOMINEES AND VOTING
The By-Laws of the Company provide that the number of Directors which shall
constitute the full Board of Directors shall be ten and the shareholders shall
elect the Directors at each Annual Meeting. The Board of Directors has nominated
the ten persons listed below as Directors, to hold office until the next Annual
Meeting and until their successors are elected and qualified. Each nominee,
except Mr. Williams, is a member of the present Board of Directors and was
elected by the shareholders at the last Annual Meeting on April 25, 1995. If, at
the time of the Annual Meeting, any of the nominees should be unable to serve,
the persons named in the Proxy will vote for substitute nominees selected by the
Board of Directors. The Company has no reason to believe that any of the
nominees will not be available for election as a Director.
<PAGE> 4
NOMINEE INFORMATION
The following table gives certain information as to each person nominated
by the Board of Directors for election as a Director:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND DIRECTORSHIPS SINCE
- --------------------- --- ---------------------------------------------------- --------
<S> <C> <C> <C>
Virginia C. Crawford 69 Chairman of the Executive Committee and a Vice 1950
President of the Company; Director of Post
Properties, Inc.
Dennis A. Smith 46 Chairman of the Board, President and Chief Executive 1994
Officer of the Company
Forrest L. Minix 68 Retired, former Chairman of the Board and Chief 1973
Executive Officer of the Company.
J. Hicks Lanier 55 Chairman of the Board of Oxford Industries, Inc., a 1976
manufacturer of apparel products; Director of
SunTrust Banks of Georgia, Inc.; Shaw Industries,
Inc. and Genuine Parts Company
Charles Flather 62 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company;
Director of Asia Strategic Growth Fund, Inc.
Jesse S. Hall 66 Retired, former Executive Vice President, 1979
responsible for Trust and Investment Management
activities of SunTrust Banks, Inc.
Linda K. Crawford 53 Private investor. 1980
Jesse C. Crawford 47 President of Crawford Communications, Inc., a 1986
full-service provider of teleproduction services
including audio/video production and post
production, multimedia title design, satellite
services, animation, and special effects.
Larry L. Prince 57 Chairman of the Board, Chief Executive Officer and 1987
Director of Genuine Parts Company, a service
organization engaged in automotive and industrial
parts and office products distribution; Director
of Equifax, Inc., SunTrust Banks of Georgia, Inc.,
John H. Harland Co., Southern Mills and UAP, Inc.
(Canada).
John A. Williams 53 Chairman of the Board of Post Properties, Inc., a
real estate management and development company;
Director of Barnett Banks, Inc.
</TABLE>
Mr. Smith has held his present position since January 1, 1996 and for more
than five years prior thereto held other executive officer positions with the
Company. On January 1, 1996, Mr. Minix retired from his position with the
Company. Mr. Hall retired on October 1, 1994 from his position with SunTrust
Banks. The principal occupation or employment of each of the other nominees
during the past five years has been as indicated in the above table.
Jesse C. Crawford is the son of Virginia C. Crawford and Linda K. Crawford
is the widow of Virginia C. Crawford's step-son.
SPECIAL COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors has three standing committees. The Executive
Committee consists of Virginia C. Crawford as Chairman, and Forrest L. Minix,
Dennis A. Smith, Larry L. Prince, Jesse S. Hall, and Jesse C.
2
<PAGE> 5
Crawford as members. The Audit Committee consists of Charles Flather as
Chairman, and J. Hicks Lanier and Larry L. Prince as members. The Senior
Compensation and Stock Option Committee consists of J. Hicks Lanier as Chairman,
with Virginia C. Crawford, Jesse S. Hall, Linda K. Crawford and Charles Flather
as members. The Board of Directors does not have a standing nominating
committee.
The Executive Committee may exercise all the authority of the Board of
Directors between its meetings with respect to all matters not specifically
reserved by law to the Board of Directors. The Executive Committee held one
meeting during 1995.
The Audit Committee makes recommendations concerning the engagement or
discharge of the Company's independent auditors, reviews with the independent
auditors the audit plan and results of the audit engagement, reviews the scope
and results of the Company's internal auditing procedures and the adequacy of
its accounting controls, approves professional services provided by the
independent auditors, reviews the independence of the independent auditors, and
considers the range of the independent auditor's audit and non-audit fees. The
Audit Committee held three meetings during 1995.
The Senior Compensation and Stock Option Committee formulates and approves
salaries, grants of stock options and other compensation to the Chairman of the
Board and President and, upon recommendation by the Chairman of the Board and
President, salaries, grants of options and other compensation for all other
Officers of the Company. The Senior Compensation and Stock Option Committee held
two meetings during 1995.
During 1995, the Board of Directors held four meetings. Each of the
Company's Directors attended at least seventy-five percent (75%) of the
aggregate number of meetings of the Board of Directors and committees thereof of
which such Director was a member, except for Linda K. Crawford who missed one
Board of Directors meeting and was not available for a telephonic meeting of the
Senior Compensation and Stock Option Committee.
COMPENSATION
Each Director of the Company received a quarterly fee of $2,000, and $500
for each Board of Directors and Committee meeting attended during 1995.
SHAREHOLDER VOTE
Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to ten (10) Director nominees. Cumulative voting is not permitted. The
ten nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.
3
<PAGE> 6
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information for the fiscal
years ending December 31, 1995, 1994, and 1993, concerning compensation paid to
or accrued by the Company for (A) those persons who were, at December 31, 1995,
(i) the Chief Executive Officer, or (ii) the other four most highly compensated
Executive Officers of the Company and (B) one former Executive Officer who, but
for the fact that at December 31, 1995 he was not an Executive Officer of the
Company, would have been one of the other four most highly compensated Executive
Officers (hereinafter collectively referred to as the Named Executive Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
AWARDS
------------------ PAYOUTS
ANNUAL COMPENSATION SECURITIES -----------
NAME AND PRINCIPAL ----------------------------- UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SAR (#)(1) PAYOUTS ($) COMPENSATION ($)(2)
- --------------------- ---- ---------- --------- ------------------ ----------- -------------------
<S> <C> <C> <C> <C> <C> <C>
F. L. Minix.......... 1995 $ 529,332 $ 200,000 0 $ 0 $ 3,518
Chairman and Chief 1994 495,307 235,000 0 0 3,768
Executive Officer 1993 496,452 145,300 0 753,245 3,768
D. A. Smith.......... 1995 352,332 100,000 14,000 0 1,196
President and Chief 1994 254,167 100,000 30,500 0 1,248
Operating Officer 1993 237,629 38,623 5,000 381,425 1,248
P. A. Bollinger...... 1995 264,015 100,000 11,500 0 2,366
Former President 1994 251,443 62,860 5,000 0 2,553
Risk Management 1993 231,443 39,706 5,000 384,054 2,532
Services
D. R. Chapman........ 1995 240,708 21,607 12,000 0 2,282
Executive Vice 1994 225,484 55,919 5,000 0 2,190
President 1993 225,629 38,121 5,000 366,537 1,848
Finance
R. P. Albright....... 1995 201,617 14,120 7,000 0 1,598
President 1994 191,750 41,418 4,000 0 1,848
Disability 1993 191,750 27,036 3,000 219,475 1,848
Management
J.F. Osten........... 1995 194,796 16,408 7,500 0 1,598
Senior Vice 1994 181,950 41,848 4,000 0 1,848
President General 1993 181,950 21,979 3,500 290,870 1,848
Counsel and
Secretary
</TABLE>
- ---------------
(1) Represents shares of the Company's Class A Common Stock.
(2) "All Other Compensation" for 1995 consists of contributions for the account
of each of the Named Executive Officers to the Company's Savings and
Investment Plan of $500, and the balance for each of the Named Executive
Officers represents premium payments made by the Company on term life
insurance policies for such individual's benefit.
4
<PAGE> 7
STOCK OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END (#) SARS AT FY-END ($)
SHARES ACQUIRED VALUE --------------------- ---------------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($)(1)(2) UNEXERCISABLE(3) UNEXERCISABLE(3)
-------------------------- --------------- -------- --------------------- ---------------------
<S> <C> <C> <C> <C>
F. L. Minix............... 0 $ 0 150,000/ $ 93,750/
0 0 0
D. A. Smith............... 1950A 34,919 27,500/ 85,988/
1950B 42,900 22,230
P. A. Bollinger........... 0 0 7,000/ 7,000/
0 18,500 17,250
D. R. Chapman............. 0 0 21,600/ 43,552/
0 20,600 18,000
R. P. Albright............ 0 0 21,800/ 107,628/
0 11,500 10,500
J. F. Osten............... 0 0 8,200/ 17,000/
0 13,300 11,250
</TABLE>
- ---------------
(1) Represents the number of shares of the Company's Class A Common Stock and
Class B Common Stock, respectively, issued upon exercise of outstanding
options during the fiscal year and the aggregate "Value Realized."
(2) "Value Realized" is a hypothetical calculation required by rules of the
Securities and Exchange Commission, representing (A) the difference between
(i) the closing price of the Stock on the New York Stock Exchange on the
date of exercise, and (ii) the per-share exercise price of the option,
multiplied by (B) the number of shares acquired. None of the shares
acquired on exercise were sold by the Named Executive Officer and the
profit or loss ultimately realized by the Named Executive Officer will be
the difference, if any, between (i) the sale price of the shares when sold
and (ii) the exercise price.
(3) Represents the aggregate number of shares of Class A Common Stock and Class
B Common Stock covered by unexercised options at fiscal year end, and the
aggregate difference between the exercise price and market value thereof at
December 31, 1995 based on the closing price for the Class A and Class B
shares on the New York Stock Exchange on that date. The upper number
relates to options exercisable at fiscal year end and the lower number
relates to options which were not exercisable on that date.
5
<PAGE> 8
STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options under the Company's 1990 Stock Option Plan during the fiscal year ended
December 31, 1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF
---------------------------------------------------------- STOCK PRICE APPRECIATION FOR
NUMBER OF SECURITIES OPTION TERM(2)
UNDERLYING % OF TOTAL OPTIONS -----------------------------------------
OPTIONS GRANTED GRANTED TO EMPLOYEES EXERCISE EXPIRATION 0%
NAME (#)(1) IN FISCAL YEAR PRICE ($/SH) DATE ($) 5% ($) 10% ($)
- ------------ -------------------- -------------------- ------------ ---------- ----- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. A.
Smith..... 14,000 5.74% $14.75 1/31/2005 $ 0 $129,867 $329,108
P. A.
Bollinger... 11,500 4.71% $14.75 1/31/2005 0 106,676 270,339
D. R.
Chapman... 12,000 4.92% $14.75 1/31/2005 0 111,314 282,092
R. P.
Albright... 7,000 2.87% $14.75 1/31/2005 0 64,933 164,554
J. F.
Osten..... 7,500 3.07% $14.75 1/31/2005 0 69,572 176,308
All
Shareholders... $354.2 million(3) $897.6 million(3)
</TABLE>
- ---------------
(1) Options granted are with respect to the Company's Class A Common Stock and
become exercisable twenty percent (20%) each year commencing on the first
anniversary of the option grant date.
(2) The "Annual Rates of Stock Price Appreciation" set forth in the table are
mandated by the rules of the Securities and Exchange Commission. The
Company gives no assurance that these or any other rates of appreciation
can or will be achieved over the ten year option term. However, any rates
of appreciation that are achieved will benefit all holders of the Company's
Common Stock.
(3) Represents the increase in the aggregate market value of the Company's
outstanding Class A and Class B Common Stock at December 31, 1995, assuming
a 5% and 10% annual rate of appreciation in the respective stock prices
over the ensuing ten (10) years.
PENSION PLANS
The following table indicates estimated annual retirement benefits on a
straight line annuity basis payable following retirement at age 65 to
participants at the specified compensation and period of service classifications
under the Company's defined benefit pension plans:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40 45
- ----------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000........................... $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500 $100,000 $112,500
150,000........................... 45,000 60,000 75,000 90,000 105,000 120,000 135,000
175,000........................... 52,500 70,000 87,500 105,000 122,500 140,000 157,500
200,000........................... 60,000 80,000 100,000 120,000 140,000 160,000 180,000
225,000........................... 67,500 90,000 112,500 135,000 157,500 180,000 202,500
250,000........................... 75,000 100,000 125,000 150,000 175,000 200,000 225,000
300,000........................... 90,000 120,000 150,000 180,000 210,000 240,000 270,000
400,000........................... 120,000 160,000 200,000 240,000 280,000 320,000 360,000
500,000........................... 150,000 200,000 250,000 300,000 350,000 400,000 450,000
600,000........................... 180,000 240,000 300,000 360,000 420,000 480,000 540,000
700,000........................... 210,000 280,000 350,000 420,000 490,000 560,000 630,000
800,000........................... 240,000 320,000 400,000 480,000 560,000 640,000 720,000
</TABLE>
The Company maintains a non-contributory Retirement Plan for the benefit of
substantially all of the employees of the Company. The Retirement Plan provides
for annual retirement benefits at Normal Retirement Age (65) equal to 2% of the
participant's total compensation (as defined in the Retirement Plan) for all
credited years of service under the Plan. The benefits are not affected by
Social Security benefits payable to the participant; however, they are
actuarially reduced for retirements before the Normal Retirement Age or if the
retiree selects benefits other than an individual life-time annuity.
Additionally, the Company maintains an unfunded Supplemental Executive
Retirement Plan for certain Executive Officers, including all of the Named
Executive Officers, to provide benefits that would otherwise be payable under
the Retirement Plan but for limitations placed on covered compensation and
benefits under the Internal Revenue Code. Credited years of service under the
Retirement Plan for Messrs. Minix, Smith, Bollinger, Chapman, Albright and Osten
are 44, 23, 35, 15, 28 and 5, respectively.
6
<PAGE> 9
REPRICING OF STOCK OPTIONS
The following table provides information concerning the grant of
replacement stock options to the Company's Executive Officers under the
Company's 1990 Stock Option Plan during the fiscal year ended December 31, 1995.
Except for the grant of such replacement options, there have been no other
repricing of options or stock appreciation rights held by any Executive Officer
during the last 10 fiscal years of the Company.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES MARKET PRICE OF STOCK EXERCISE PRICE AT
UNDERLYING OPTIONS AT TIME OF REPRICING OR TIME OF REPRICING OR
NAME DATE REPRICED OR AMENDED AMENDMENT AMENDMENT NEW EXERCISE PRICE
- ---------------------- ------- ------------------- ----------------------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
D. A. Smith........... 1/31/95 4,000 $ 14.75 $26.13 $14.75
President and
Chief Operating
Officer
P. A. Bollinger....... 1/31/95 500 14.75 26.13 14.75
former President 1/31/95 5,000 14.75 26.13 14.75
Risk Management
Services
D. R. Chapman......... 1/31/95 6,000 14.75 26.13 14.75
Executive Vice
President
Finance
R. P. Albright........ 1/31/95 3,000 14.75 26.13 14.75
President
Disability
Management
J. F. Osten........... 1/31/95 3,500 14.75 26.13 14.75
Senior Vice
President
General Counsel and
Secretary
G. L. Box............. 1/31/95 3,000 14.75 26.13 14.75
President
International
Operations
J. R. Bryant.......... 1/31/95 1,000 14.75 26.13 14.75
President
Risk Management
Services
G. N. Cox............. 1/31/95 2,000 14.75 26.13 14.75
Senior Vice
President
Human Resources
L. H. Chase........... 1/31/95 1,500 14.75 26.13 14.75
Vice President
Business Process
Management
J. S. Tatum........... 1/31/95 1,000 14.75 26.13 14.75
Vice President
Chief Information
Officer
<CAPTION>
LENGTH OF ORIGINAL OPTION
TERM REMAINING AT DATE OF
NAME REPRICING OR AMENDMENT
- ---------------------- -------------------------
<S> <C>
D. A. Smith........... 7 years
President and
Chief Operating
Officer
P. A. Bollinger....... 6 years, 11 months
former President 7 years
Risk Management
Services
D. R. Chapman......... 7 years
Executive Vice
President
Finance
R. P. Albright........ 7 years
President
Disability
Management
J. F. Osten........... 7 years
Senior Vice
President
General Counsel and
Secretary
G. L. Box............. 7 years
President
International
Operations
J. R. Bryant.......... 7 years
President
Risk Management
Services
G. N. Cox............. 7 years
Senior Vice
President
Human Resources
L. H. Chase........... 7 years
Vice President
Business Process
Management
J. S. Tatum........... 7 years
Vice President
Chief Information
Officer
</TABLE>
7
<PAGE> 10
REPORT OF THE SENIOR COMPENSATION AND STOCK OPTION
COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the Senior
Compensation and Stock Option Committee (the "Committee") of the Board of
Directors, composed of the Directors whose names are listed below this report.
The fundamental philosophy of the Committee is to insure that the compensation
programs of the Company will attract and retain key executives critical to its
long-term success through the establishment of a performance-oriented
environment that rewards the achievement of strategic management goals, with the
attendant enhancement of shareholder value.
There are three elements in the Company's executive compensation program,
all related to individual and Company performance.
- Base Salary Compensation
- Annual Incentive Compensation
- Long-term Incentive Compensation
BASE SALARY COMPENSATION
The Company has established a comprehensive Wage and Salary Administration
Policy. This Policy includes a program for grading each position, including
those of the Executive Officers of the Company, to insure internal equity.
Additionally, the Policy sets forth grade levels and salary ranges for those
grade levels, and provides for annual merit increases tied to individual job
performance as measured through annual performance reviews. Based on published
national surveys, the Company annually establishes merit increase budgets as a
percent of current salaries and any increases in salary ranges for the next
fiscal year. Generally, the Company is at the midpoint of projected merit salary
increases and salary range adjustments as reflected in the national surveys,
with some adjustment up or down depending on prior year pre-tax earnings and
revenues of the Company. Consistent with the overall merit increase percentage,
the Company establishes guidelines for individual salary adjustments based on
the individual's performance rating. The Committee reevaluates and sets the
salary of the Chief Executive Officer and President on an annual basis. In
establishing the base salary for the Chief Executive Officer and President, the
Committee looks primarily at the pre-tax earnings and gross revenues of the
Company in the preceding fiscal year as compared to the prior fiscal year. It
also takes into account unusual circumstances which may have impacted that
performance which were not within the control of the Company or Executive
Officers, the increases in the base salaries of other employees of the Company,
and the Committee's assessment of the personal performance of the Chief
Executive Officer and President during the preceding year. For 1995, the
Committee increased Mr. Minix's base salary by approximately 7%, to $517,000 per
annum. Mr. Smith's 1995 base salary was increased by approximately 13%, to
$340,000 per annum to reflect Mr. Smith's assumption of greater responsibilities
during the course of 1995 in view of Mr. Minix's announced decision to retire at
the end of that year.
ANNUAL INCENTIVE COMPENSATION
Under the Company's Annual Incentive Compensation Plan, which covers all
key employees of the Company, at the beginning of each fiscal year the Committee
establishes a pre-tax earnings threshold below which no amounts will be set
aside for annual bonuses in that year, as well as targeted pre-tax earnings, the
achievement of which would generate a bonus pool equivalent to forty percent
(40%) of the aggregate annual base salaries of all participants. For
participants other than the Chief Executive Officer and President, individual
bonuses are allocated from the bonus pool based primarily on the participant's
base salary, adjusted for the performance of the business unit of which he or
she is a part in the case of operational participants and performance to budget
in case of staff participants, as well as his or her personal performance. The
Committee sets the bonus for the Chief Executive Officer and President, based
primarily on pre-tax earnings and revenues. For 1995, the Committee awarded
bonuses of $200,000 to Mr. Minix and $100,000 to Mr. Smith.
8
<PAGE> 11
LONG-TERM INCENTIVE COMPENSATION
The Company's long-term incentive compensation consists of two programs.
The first of these is the Company's 1990 Stock Option Plan under which Officers
and key employees of the Company are granted options by the Committee to
purchase shares of the Company's Class A Common Stock. The exercise price for
all options granted is set at the market price of the Company's Class A Common
Stock on the date of the option grant and, to the extent permissible under the
relevant provisions of the Internal Revenue Code, the options granted under the
Plan are statutory "Incentive Stock Options". The Committee has authorized the
grant of options under the Plan covering a specified number of shares of the
Company's Class A Common Stock to participants on the occasion of their election
or appointment to that position or subsequent promotion. Additionally, the
Committee typically reviews and acts upon the recommendations of the Chief
Executive Officer for the grant of options, on a discretionary basis, annually
to the Company's other Officers and key employees. The number of shares of the
Company's Class A Common Stock covered by such options is generally based upon
the grade level of the Officer or key employee's position, with some adjustment
for extraordinary performance, but without regard to the individual's stock
ownership or the number of options previously granted. The Committee believes
that unexercised options previously granted to Mr. Minix provided sufficient
performance incentive for him to enhance shareholder value and has not granted
additional options to Mr. Minix since January of 1990. However, during 1994 the
Committee extended the term of a previously granted option that was to expire in
1995 to 1998. The Committee awarded Mr. Smith a new option covering 10,000
shares of the Company's Class A Common Stock in January of 1995.
In reviewing options previously granted under the Company's 1990 Stock
Option Plan, it was the Committee's view that those outstanding options at
option prices of $25.00 per share and more, which represented a premium in
excess of 60% of the then current price of the Company's Class A Common Stock,
did not offer an effective incentive to the option holders. Accordingly, in
January 1995 the Committee voted to allow all officers and key employees of the
Company with outstanding options under the 1990 Stock Option Plan with exercise
prices in excess of $25.00 per share to exchange those options for new options
at the then current market price of the Class A Common Stock, $14.75 per share.
The Committee had not previously repriced any outstanding options. The options
surrendered by all Executive Officers are set forth in the "Ten-Year Option
Repricings" table set forth above, and the options granted in exchange are set
forth both in that table and the "Option Grants in Last Fiscal Year" table,
above.
The second element of the Company's long-term incentive compensation is the
Long-Term Executive Bonus Plan for Plan Years 1994-1996 (the "Long-Term Bonus
Plan"). Participants in the Long-Term Bonus Plan are the Chief Executive Officer
and other senior executive officers of the Company designated by the Chief
Executive Officer. The total amount available for distribution to all
participants in 1997 under the Long-Term Bonus Plan will be based on the
aggregate dollar increase in the Company's audited pre-tax earnings during the
three year period ending December 31, 1996 over the audited pre-tax earnings for
the year ended December 31, 1993. The amount of the award to the Chief Executive
Officer will be at the discretion of the Committee; however, it may not exceed
fifty percent (50%) of the total amount available for distribution. Individual
awards for all other participants will be at the discretion of the Chief
Executive Officer, but no other single participant may receive an award in
excess of twenty percent (20%) of the total amount available for distribution.
There is no requirement that all available funds be distributed. The Long-Term
Bonus Plan further provides, however, that distributions will be deferred to
subsequent years to the extent that any such distribution would not be
deductible by the Company by virtue of the limitations on deductibility set
forth under Section 162(m) of the Internal Revenue Code. Historically, the
Company has never paid an Executive Officer aggregate compensation in any one
year in excess of the $1 million limit under sec.162(m) of the Internal Revenue
Code, except in those years when a long-term bonus has been paid to the Chief
Executive Officer.
J. HICKS LANIER VIRGINIA C. CRAWFORD LINDA K. CRAWFORD
JESSE S. HALL CHARLES FLATHER
9
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Virginia C. Crawford served as a member of the Senior Compensation and
Stock Option Committee of the Board of Directors during the past fiscal year.
Mrs. Crawford is a Vice President of the Company.
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 1, 1996, as to
shares of Class A and Class B Common Stock beneficially owned by each nominee
for election as a Director, each of the Named Executive Officers, and all
Directors and Executive Officers as a group. As of March 1, 1996, 16,961,861
shares of Class A Common Stock and 17,281,505 shares of Class B Common Stock
were outstanding.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
-------------------------- -------------------
NAME CLASS A CLASS B CLASS A CLASS B
- ------------------------------------------------- ----------- ----------- ------- -------
<S> <C> <C> <C> <C>
Virginia C. Crawford(3).......................... 5,574,805 5,624,805 32.9% 32.5%
Dennis A. Smith(4)............................... 38,575 18,775 -- --
Forrest L. Minix(5).............................. 138,011 138,011 -- --
Jesse S. Hall(6)................................. 2,800 6,800 -- --
Linda K. Crawford(7)............................. 1,907,644 2,604,492 11.2% 15.1%
J. Hicks Lanier(6)............................... 2,025 2,025 -- --
Charles Flather.................................. 3,375 3,375 -- --
Jesse C. Crawford(8)............................. 2,343,469 2,343,469 13.8% 13.6%
Larry L. Prince(6)............................... 750 750 -- --
John A. Williams................................. -- 1,000 -- --
Paul A. Bollinger(9)............................. 12,200 18,385 -- --
Donald R. Chapman(10)............................ 37,968 22,568 -- --
Robert P. Albright(11)........................... 16,200 15,333 -- --
Judd F. Osten(12)................................ 11,700 -- -- --
All Directors and Executive Officers as a Group
(20 persons)(13)............................... 10,212,776 10,905,202 60.2% 63.1%
</TABLE>
- ---------------
(1) Except as otherwise indicated in the following footnotes, the persons
possessed sole voting and investment power with respect to all shares set
forth opposite their names.
(2) Except where a percentage is specified, the person's ownership represents
less than 1% of the outstanding shares.
(3) See Note (2) to table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to Class B Common Stock. The shares
of Class A Common Stock shown as beneficially owned by Virginia C. Crawford
include 5,568,304 shares which are held in a trust for Mrs. Crawford under
the will of James H. Crawford by SunTrust Bank, Atlanta, a banking
subsidiary of SunTrust Banks, Inc. SunTrust Bank, Atlanta has sole voting
power with respect to these shares, but they may not be transferred without
the consent of Mrs. Crawford, and thus Mrs. Crawford may be deemed to share
investment power with respect to such shares and be a "beneficial owner"
thereof. Mrs. Crawford has sole voting and investment power with respect to
the remaining 6,501 shares of Class A Common Stock owned by her.
(4) Includes 26,750 shares of Class A Common Stock and 6,950 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1996.
(5) Includes 75,000 shares of Class A Common Stock and 75,000 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1996.
(6) Mr. Hall is a former Executive Vice President, responsible for Trust and
Investment Management activities, of SunTrust Banks, Inc. Mr. Lanier and
Mr. Prince are directors of SunTrust Bank of Georgia, Inc., a subsidiary of
SunTrust Banks, Inc. Messrs. Hall, Lanier and Prince disclaim any
(footnotes continued on page 11)
10
<PAGE> 13
beneficial ownership in shares held by SunTrust Banks, Inc. or any of its
banking subsidiaries, which shares are not reflected in the table. See
"Information With Respect to Certain Business Relationships" and "Security
Ownership of Certain Beneficial Owners."
(7) See Notes (5), (6), and (7) to table set forth under "Security Ownership of
Certain Beneficial Owners" below with respect to Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Linda K.
Crawford include 1,155,562 shares which are held in four trusts for the
benefit of two daughters of Linda K. Crawford. Under the terms of two of
these trusts, holding an aggregate of 258,140 shares of Class A Common
Stock, Linda K. Crawford and another individual share investment power.
Under two of these trusts, holding an aggregate of 897,422 shares of Class
A Common Stock, Linda Crawford has sole voting authority but has no
investment authority. Linda K. Crawford disclaims any beneficial interest
in any of the shares of Class A Common Stock held in these trusts. Included
in the shares shown as beneficially owned by Linda K. Crawford are 700,614
shares of Class A Common Stock held in trust for her benefit. Under the
terms of this trust, Linda K. Crawford has sole voting and investment power
with respect to the shares held in the trust. In addition to the above,
Linda K. Crawford has sole voting and investment power with respect to
51,468 shares of Class A Common Stock shown as beneficially owned by her.
(8) See Note (3) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to Class B Common Stock. The shares
of Class A Common Stock shown as beneficially owned by Jesse C. Crawford
include 62,499 shares held by SunTrust Banks, Inc. under a trust
established with SunTrust Bank, Atlanta for the benefit of Mr. Crawford's
minor son. Mr. Crawford has sole voting power and shares investment power
with respect to these shares. Mr. Crawford disclaims any beneficial
interest in any of these shares.
(9) Includes 11,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 1996.
(10) Includes 20,900 shares of Class A Common Stock and 5,500 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1996.
(11) Includes 16,200 shares of Class A Common Stock and 8,900 shares of Class B
Common Stock subject to options exercisable within sixty (60) days of March
1, 1996.
(12) Includes 11,700 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 1996.
(13) Includes 7,129,204 shares of Class A Common Stock and 8,213,827 shares of
Class B Common Stock as to which voting or investment power is shared;
253,300 shares of Class A Common Stock and 184,000 shares of Class B Common
Stock subject to options exercisable within sixty (60) days of March 1,
1996; and 1,244,301 shares of Class A Common Stock and 1,696,849 shares of
Class B Common Stock as to which beneficial ownership is disclaimed.
11
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning each person
known to the Company to be the "beneficial owner", as such term is defined by
the rules of the Securities and Exchange Commission ("SEC"), of more than 5% of
the outstanding shares of Class B Common Stock of the Company as of March 1,
1996.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
------------------------------------------------- -------------------- ------------
<S> <C> <C>
SunTrust Banks, Inc.............................. 7,637,485(1)(2)(3) 44.2%
One Park Place, N.E.
Atlanta, Georgia 30303
Virginia C. Crawford............................. 5,624,805(2) 32.5%
1865 River Forest Road, N.W.
Atlanta, Georgia 30327
Wachovia Corporation............................. 2,601,536(4)(5)(6)(7) 15.1%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Linda K. Crawford................................ 2,604,492(5)(6)(7) 15.1%
1198 Longcourte Dr., N.W.
Atlanta, Georgia 30327
Jesse C. Crawford................................ 2,343,469(3) 13.6%
Crawford Communications, Inc.
532 Armour Circle, N.E.
Atlanta, Georgia 30324
Frank L. Wilson, III............................. 2,316,469(8) 13.4%
230 Peachtree St., N.W.
Atlanta, Georgia 30303
</TABLE>
- ---------------
(1) The shares are held by one or more bank subsidiaries of SunTrust Banks of
Georgia, Inc., SunTrust Banks of Florida, Inc., and/or SunTrust Banks of
Tennessee, Inc., subsidiaries of SunTrust Banks, Inc. in various fiduciary
and agency capacities. SunTrust Bank, Atlanta has sole voting power with
respect to 7,566,376 of such shares. SunTrust Bank, Atlanta has sole
investment power with respect to 1,977,060 of such shares and shares
investment power with respect to 5,631,815 of such shares. SunTrust Bank,
Nashville, N.A. has sole voting power with respect to 8,610 of such shares,
and sole investment power with respect to 2,250 of such shares. As the
corporate parents of SunTrust Bank, Atlanta and SunTrust Bank, Nashville,
N.A., SunTrust Banks of Georgia, Inc., SunTrust Banks of Tennessee, Inc.,
and SunTrust Banks, Inc. may also be deemed to be beneficial owners of
shares held by SunTrust Bank, Atlanta and SunTrust Bank, Nashville, N.A.
SunTrust Banks of Georgia, Inc., SunTrust Bank, Atlanta, SunTrust Bank,
Nashville, N.A., SunTrust Banks of Tennessee, Inc., and SunTrust Banks,
Inc. disclaim any beneficial interest in any such shares.
(2) The shares shown as beneficially owned by SunTrust Banks, Inc. and Virginia
C. Crawford include 5,568,304 shares which are held in a trust for Mrs.
Crawford under the will of James H. Crawford by SunTrust Bank, Atlanta, a
banking subsidiary of SunTrust Banks, Inc. SunTrust Bank, Atlanta has sole
voting power with respect to these shares, but the shares may not be
transferred without the consent of Mrs. Crawford, and thus Mrs. Crawford
may be deemed to share investment power with respect to such shares and be
a "beneficial owner" thereof. Mrs. Crawford has sole voting and investment
power with respect to the remaining 56,501 shares shown as beneficially
owned by her.
(Footnotes continued on page 13)
12
<PAGE> 15
(3) The shares shown as beneficially owned by Jesse C. Crawford and SunTrust
Banks, Inc. include 62,499 held by SunTrust Banks, Inc. under a trust
established with SunTrust Bank for the benefit of Mr. Crawford's minor son.
Mr. Crawford shares investment power and has sole voting power over such
62,499 shares and Mr. Crawford and SunTrust Banks, Inc. disclaim any
beneficial interest in any of these shares.
(4) All of the shares are held for the benefit of various clients, including
shares held in trusts for the benefit of Linda K. Crawford and her
daughters. Wachovia Bank of Georgia, a banking subsidiary of Wachovia
Corporation, has shared voting power with respect to 266,555 of such
shares. Wachovia Corporation and Wachovia Bank of Georgia disclaim any
beneficial interest in any of these shares.
(5) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 266,555 shares which are held in two trusts established
for the benefit of two children of Robert C. Crawford. Under the terms of
these trusts, Wachovia Bank of Georgia and another individual share voting
power with respect to the shares held by such trusts, and Linda K. Crawford
and another individual share investment power with respect thereto. Linda
K. Crawford disclaims any beneficial interest in any of these shares held
in trust.
(6) Included in the shares shown as beneficially owned by Linda K. Crawford and
Wachovia Corporation are 921,850 shares which are held in trust for the
benefit of Linda K. Crawford. Under the terms of this trust, Linda K.
Crawford has sole voting and investment power with respect to the shares
held in the trust. Wachovia Corporation and Wachovia Bank of Georgia
disclaim any beneficial interest in any of these shares. Linda K. Crawford
has sole voting and investment power with respect to 51,468 shares shown as
beneficially owned by her.
(7) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 1,364,619 shares which are held in three trusts for the
benefit of two children of Linda K. Crawford, all of which shares are held
in trusts under which Wachovia Bank of Georgia and Frank L. Wilson, III are
co-trustees, under the terms of which trusts Linda K. Crawford has sole
voting power and Wachovia Bank of Georgia and Frank L. Wilson, III share
investment power. Linda K. Crawford disclaims any beneficial interest in
any of these shares held in Trust.
(8) The shares shown as beneficially owned by Frank L. Wilson, III are all
shares held in trusts for the benefit of Linda K. Crawford or the daughters
of Linda K. Crawford, with respect to which Frank L. Wilson, III is a
trustee. Frank L. Wilson, III disclaims any beneficial interest in any of
the shares held in these trusts.
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS
SunTrust Banks, Inc., through its banking subsidiaries (collectively, the
"Banks"), hold 7,637,485 shares of Class B Common Stock of the Company. See
"Stock Ownership Information -- Security Ownership of Certain Beneficial
Owners." The Banks exercise voting authority with respect to shares of Class B
Common Stock held in fiduciary capacities. The Company also maintains a normal
commercial banking relationship with the Banks. SunTrust Bank, Atlanta serves as
trustee for the Crawford & Company Retirement Plan, the Crawford & Company
Employee Disability Income Plan, the Crawford & Company Employee Medical Benefit
Plan, and the Crawford & Company Stock Purchase Plan.
13
<PAGE> 16
FIVE YEAR COMPARATIVE STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative return on the Company's
Class B Common Stock against the cumulative total return on (i) the Standard &
Poors Composite 500 Stock Index and (ii) the Standard & Poors
Insurance -- Property and Casualty Index for the five year period commencing
December 31, 1990 and ended December 31, 1995:
[GRAPH]
<TABLE>
<CAPTION>
S&P Property
Crawford & Casualty
Measurement Period Company S&P 500 Index Insurance Index
(Fiscal Year Covered) (Class B)
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 168.58 130.47 125.19
1992 150.82 140.41 146.61
1993 103.30 154.56 144.02
1994 107.43 156.60 151.07
1995 112.87 215.45 204.54
</TABLE>
- ---------------
This total shareholders return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat Services, a division of McGraw-Hill,
Inc.
PROPOSAL TO APPROVE 1996 EMPLOYEE STOCK PURCHASE PLAN
DESCRIPTION OF PLAN
On January 30, 1996, the Board of Directors adopted the Crawford & Company
1996 Employee Stock Purchase Plan (the "1996 Plan"), in the form attached hereto
as Appendix "A" covering one million (1,000,000) shares of the Company's Class A
Common Stock. The purpose of the 1996 Plan is to give all Eligible Employees (as
defined) the opportunity to purchase shares of Class A Common Stock of the
Company on an installment basis through payroll deductions and thereby obtain or
increase a proprietary interest in the Company. As of March 1, 1996, there were
approximately 5,600 Eligible Employees.
Eligible Employees who elect to be Participants will designate an amount
(not less than $240 nor more than $21,000) which will be deducted from their pay
during the year-long Purchase Period. Participants may decrease (but not
increase) their payroll deductions under the Plan once during each Purchase
Period and may terminate their status as a Participant at any time on or before
the last day of the Purchase Period. Each Participant's payroll deductions
during the Purchase Period will be utilized after the close of the Purchase
Period to purchase shares of Class A Common Stock at the Option Price. Any
balance of payroll deductions will be returned to the Participant. The Option
Price for any Purchase Period is eighty-five percent (85%) of the lesser of the
closing price of Class A Common Stock (as reported in The Wall Street Journal)
on (A) the first day of the Purchase Period or (B) the last day of the Purchase
Period.
14
<PAGE> 17
The number of shares of Class A Common Stock and the Option Price are
subject to adjustment in the event of the payment of stock dividends, stock
splits or certain other capital adjustments. The number of shares of Class A
Common Stock which may be purchased by any Participant is also subject to pro
rata adjustment in the event that there are an insufficient number of shares of
Class A Common Stock available for issuance under the Plan to all Participants.
Currently, the Company has an employee stock purchase plan, administered by
SunTrust Bank, Atlanta, pursuant to which eligible employees may purchase shares
of Class A Common Stock in open market purchases on a monthly basis through
payroll deductions. Purchases under this plan are at the prevailing market price
at the time of the purchase of the shares. If the shareholders approve the 1996
Plan, it is the Company's intent to terminate the current plan immediately
preceding the start of the first Purchase Period under the 1996 Plan.
FEDERAL INCOME TAX CONSIDERATIONS
The 1996 Plan is intended to qualify as an "employee stock purchase plan"
within the meaning of sec.423 of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"). Under the Internal Revenue Code, any United
States employee who elects to participate in the 1996 Plan and who is employed
by the Company or a covered subsidiary at the beginning of a Purchase Period and
who is continuously employed thereafter by the Company or any of its
subsidiaries for the period ending three (3) months before the date of payment
in full of the purchase price for shares acquired under the 1996 Plan does not
realize income at the time of the offering or when the shares of Class A Common
Stock which he or she purchased are transferred to him or her.
If any such employee disposes of shares transferred to him or her under the
1996 Plan after two (2) years from the date of the offering of such shares or
after one (1) year after the date of the transfer of such shares to him or her,
or in the event of the employee's death (whenever occurring) while owning such
shares, the employee is required to include as compensation in his or her gross
income for the taxable year in which the date of such disposition falls or for
the taxable year closing with his or her death, whichever applies, an amount
equal to the lesser of (A) the excess of the fair market value of such shares at
the time of the disposition or death over the purchase price or (B) the excess
of the fair market value of such shares at the time of the offering over the
purchase price. In the case of such a disposition only (not death), the
employee's basis in such shares in his or her hands at the time of such
disposition is increased by an amount equal to the amount so includable in his
or her income as compensation, and any gain or loss computed with reference to
such adjusted basis which is recognized at the time of the disposition is
long-term capital gain or loss. In the case of such disposition or the
employee's death, neither the Company nor the subsidiary by which the employee
is employed is entitled to any deduction from income.
If any such employee disposes of such shares within the two (2) year or one
(1) year periods, the employee is required to include in income as compensation
for the year in which such disposition occurs, an amount equal to the excess of
the fair market value of such shares on the date of purchase over the purchase
price. The employee's basis in such shares in his or her hands at the time of
disposition is increased by an amount equal to the amount includable in his or
her income as compensation, and any gain or loss computed with reference to such
adjusted basis which is recognized at the time of disposition is capital gain or
loss, either short-term or long-term, depending on his or her holding period for
such shares. In the event of a disposition within such two year or one year
periods, the Company (or the subsidiary by which the employee is employed) is
entitled to a deduction from income equal to the amount the employee is required
to include in income as compensation as a result of such disposition in the year
of such disposition.
If, for any reason, an employee who acquires shares under the 1996 Plan
does not qualify for the special treatment under the Internal Revenue Code
described above, he or she will not realize income at the time of the offering,
but will realize income as compensation at the time of the transfer of the
shares from the Company to the employee under the 1996 Plan for that taxable
year in an amount equal to the excess of the fair market value of such shares at
the time of the transfer of such shares to him or her over the purchase price.
The employee's basis in such shares in his or her hands will be increased by an
amount equal to the amount so includable in his or her income as compensation.
Any capital gain or loss, either short-term or long-
15
<PAGE> 18
term depending on his or her holding period of such shares at the time of a
subsequent disposition, would be computed with reference to such adjusted basis.
The Company (or the subsidiary by which the employee is employed) is entitled to
a deduction from income equal to the amount the employee is required to include
in income as compensation.
In the case of an employee who is a citizen of the United States employed
abroad, all or a portion of income in the nature of compensation (but not
capital gain) may, under certain circumstances, be excludable from U.S. income
under sec.911 of the Internal Revenue Code.
SHAREHOLDER APPROVAL
Under its terms, options granted under the 1996 Plan shall be automatically
null and void if the shareholders of the Company fail to approve the adoption of
the 1996 Plan prior to January 30, 1997. Proxies solicited by the Board of
Directors will be voted in favor of this proposal, unless the shareholders
specify in their Proxies a contrary choice. Approval shall be by a majority of
shares voting. Abstentions, including broker non-votes, will not be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE ADOPTION OF THE 1996 EMPLOYEE STOCK PURCHASE PLAN.
APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP has been selected by the Audit Committee to serve as
auditors for the Company in 1996. If approved by the Class B Common Stock
shareholders, the Company will appoint Arthur Andersen LLP as auditors of the
Company for 1996. Should the shareholders not approve the selection of Arthur
Andersen LLP, the Board of Directors of the Company will seek other auditors.
Representatives of Arthur Andersen LLP will be present at the meeting and will
be given the opportunity to make a statement, if they desire, and to respond to
questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
ARTHUR ANDERSEN LLP AS THE COMPANY'S AUDITORS FOR 1996.
FORM 10-K
The Crawford & Company Annual Report on Form 10-K for 1995, filed with the
Securities and Exchange Commission, is available free of charge upon written
request to the Secretary, Crawford & Company, P.O. Box 5047, Atlanta, Georgia
30302.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1997 Annual Meeting of the
Shareholders must be received by the Company no later than November 22, 1996 in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
The minutes of the Annual Meeting of Shareholders held on April 25, 1995
will be presented to the meeting, but it is not intended that action taken under
the Proxy will constitute approval of the matters referred to in such minutes.
The Board of Directors knows of no other matters to be brought before the
meeting. If any other matters come before this meeting, however, the persons
named in the Proxy will vote such Proxy in accordance with their judgment on
such matters.
16
<PAGE> 19
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the Annual Meeting as possible,
special solicitation of proxies may, in certain instances, be made personally,
or by telephone, telegraph or by mail by one or more employees of the Company.
The Company may also reimburse brokers, banks, nominees or other fiduciaries for
the reasonable clerical expenses of forwarding the proxy material to their
principals, the beneficial owners of the Company's Class A or Class B Common
Stock.
March 21, 1996
17
<PAGE> 20
APPENDIX A
CRAWFORD & COMPANY
1996 EMPLOYEE STOCK PURCHASE PLAN
SEC.1. PURPOSE
The primary purpose of this Plan is to encourage Stock ownership by each
Eligible Employee of Crawford and each Subsidiary in the belief that such
ownership will increase his or her interest in the success of Crawford and will
provide an additional incentive for him or her to remain in the employ of
Crawford or such Subsidiary. Crawford intends that this Plan constitute an
"employee stock purchase plan" within the meaning of sec.423 of the Code and
further, intends that any ambiguity in this Plan or any related offering be
resolved to effect such intent.
SEC.2. DEFINITIONS
2.1. The term Account shall mean the separate bookkeeping account which
shall be established and maintained by the Plan Administrator for each
Participant for each Purchase Period to record the payroll deductions made on
his or her behalf to purchase Stock under this Plan.
2.2. The term Authorization shall mean the Participant's election and
payroll deduction authorization form which an Eligible Employee shall be
required to properly complete in writing and timely file with the Plan
Administrator before the end of an Offering Period in order to participate in
this Plan for the related Purchase Period.
2.3. The term Beneficiary shall mean the person designated as such in
accordance with sec.14.
2.4. The term Board shall mean the Board of Directors of Crawford.
2.5. The term Code shall mean the Internal Revenue Code of 1986, as
amended.
2.6. The term Committee shall mean the Senior Compensation and Stock
Option Committee of the Board.
2.7. The term Crawford shall mean Crawford & Company, a corporation
incorporated under the laws of the State of Georgia, and any successor to
Crawford.
2.8. The term Disability shall mean a condition which the Plan
Administrator in his or her discretion determines should be treated as a total
and permanent disability under sec.22(e)(3) of the Code.
2.9. The term Eligible Employee shall mean each employee of Crawford or a
Subsidiary except:
(a) an employee who has completed less than one full and continuous
year of employment as an employee of Crawford or such Subsidiary;
(b) an employee who customarily is employed 20 hours or less per week
by Crawford or such Subsidiary;
(c) an employee who (after completing at least one full and
continuous year of employment as an employee of Crawford or such
Subsidiary) customarily is employed for not more than five (5) months in
any calendar year by Crawford or such Subsidiary; and
(d) an employee who would own (immediately after the grant of an
option under this Plan) stock possessing 5% or more of the total combined
voting power or value of all classes of stock of Crawford based on the
rules set forth in sec.423(b)(3) and sec.424 of the Code.
An Employee's continuous employment by Crawford or by a Subsidiary shall
not be treated as interrupted by a transfer directly between Crawford and any
Subsidiary or between one Subsidiary and another Subsidiary.
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2.10. The term Exercise Date shall mean for each Purchase Period the last
day of such Purchase Period.
2.11. The term Offering Period shall mean a period which (i) shall be set
by the Committee, (ii) shall end before the beginning of the related Purchase
Period and (iii) shall continue for no more than thirty (30) days.
2.12. The term Option Price shall mean, for each Purchase Period,
eighty-five percent (85%) of the lesser of the closing price for a share of
Stock on (A) the first day of the Purchase Period, or (B) the Exercise Date, as
such closing prices are accurately reported in The Wall Street Journal or in any
successor to The Wall Street Journal or, if there is no such successor, any
similar trade publication selected by the Committee or, if the Committee makes
no such selection, as such closing price is determined in good faith by the
Committee; provided, if no closing price is so accurately reported for any such
day, the closing price for such day shall be deemed to be the last closing price
for a share of Stock which was so accurately reported before such day.
2.13. The term Participant shall mean for each Purchase Period an Eligible
Employee who has satisfied the requirements set forth in sec.7 of this Plan for
such Purchase Period.
2.14. The term Participating Employer shall for each Participant, as of
any date, mean Crawford or a Subsidiary, whichever employ such Participant as of
such date.
2.15. The term Plan shall mean this Crawford & Company 1996 Employee Stock
Purchase Plan as effective as of the date set forth in sec.3 and as thereafter
amended from time to time.
2.16. The term Plan Administrator shall mean the person or persons
appointed by the Committee to administer this Plan.
2.17. The term Purchase Period shall mean a twelve (12) consecutive month
period which shall begin on a date (within the fifteen (15) day period which
immediately follows the end of the related Offering Period) set by the Committee
on or before the beginning of the related Offering Period.
2.18. The term Retirement shall mean a termination of employment after
reaching at least age 55 and completing at least ten (10) years of continuous
employment with Crawford or a Subsidiary (where such continuous employment shall
be determined using the same rules used to determine whether an employee is an
Eligible Employee).
2.19. The term Stock shall mean the $1.00 par value Class A Common Stock
of Crawford.
2.20. The term Subsidiary shall mean each entity which is a subsidiary of
Crawford for the purposes of sec.424(f) of the Code, and which the Committee
designates as eligible to participate in the Plan.
SEC.3. EFFECTIVE DATE
This Plan shall be first effective as of January 30, 1996. However, if any
options are granted under this Plan under sec.9 before the date the shareholders
of Crawford (acting at a duly called meeting of such shareholders) are treated
under sec.423(b)(2) of the Code as having approved the adoption of this Plan,
such options shall be granted subject to such approval and if such shareholders
fail to approve such adoption before the first anniversary of such effective
date, all such options automatically shall be null and void.
SEC.4. OFFERINGS
Options to purchase shares of Stock shall be offered to Participants in
accordance with this Plan from time to time at the discretion of the Committee;
provided, however, there shall be no more than one Offering Period in effect at
any time and no more than one Purchase Period in effect at any time.
SEC.5. STOCK AVAILABLE FOR OPTIONS
There initially shall be one million (1,000,000) shares of Stock available
for purchase from Crawford upon the exercise of options granted under sec.9 of
this Plan. Any shares of Stock which are subject to options
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granted under this Plan but which are not purchased on the related Exercise Date
shall again become available under this Plan.
SEC.6. ADMINISTRATION
The Plan Administrator shall be responsible for the administration of this
Plan and shall have the power in connection with such administration to
interpret this Plan and to take such other action in connection with such
administration as the Plan Administrator deems necessary or equitable under the
circumstances. The Plan Administrator also shall have the power to delegate the
duty to perform such administrative functions as the Plan Administrator deems
appropriate under the circumstances. Any person to whom the duty to perform an
administrative function is delegated shall act on behalf of and shall be
responsible to the Plan Administrator for such function. Any action or inaction
by or on behalf of the Plan Administrator under this Plan shall be final and
binding on each Eligible Employee, each Participant and on each other person who
makes a claim under this Plan based on the rights, if any, of any such Eligible
Employee or Participant under this Plan.
SEC.7. PARTICIPATION
Each employee who will be an Eligible Employee on the last day of an
Offering Period shall satisfy the requirements to be a Participant in this Plan
for the related Purchase Period if
(1) he or she properly completes in writing and files an Authorization
with the Plan Administrator on or before the last day of such
Offering Period to purchase shares of Stock pursuant to an option
granted under sec.9, and
(2) he or she remains an Eligible Employee through the first day of
the Purchase Period.
An Authorization shall require an Eligible Employee to provide such
information and to take such action as the Plan Administrator in his or her
discretion deems necessary or helpful to the orderly administration of this
Plan, including specifying (in accordance with sec.8) his or her payroll
deductions to purchase shares of Stock pursuant to the option granted under
sec.9 and designating a Beneficiary. A Participant's status as such shall
terminate for a Purchase Period (for which he or she has an effective
Authorization) at such time as his or her Account had been withdrawn under
sec.12 or sec.13 or the purchases and distributions contemplated under sec.10 or
sec.13 with respect to his or her Account have been completed, whichever comes
first.
SEC.8. PAYROLL DEDUCTIONS
(a) Initial Authorization. Each Participant's Authorization made under
sec.7 shall specify the specific dollar amount which he or she authorizes his or
her Participating Employer to deduct from his or her compensation with respect
to each pay day during the Purchase Period for which such Authorization is in
effect to purchase shares of Stock pursuant to the option granted under sec.9,
provided
(1) the total of such dollar amount for the Purchase Period shall not
be less than $240.00, and
(2) the total of such dollar amount for the Purchase Period shall not
be more than $21,000.00.
(b) Subsequent Authorization. A Participant shall have the right to make
one amendment to an Authorization after the end of an Offering Period to reduce
or to stop the payroll deductions which he or she previously had authorized for
the related Purchase Period, and such reduction shall be effective as soon as
practicable after the Plan Administrator actually receives such amended
Authorization.
(c) Account Credits, General Assets and Taxes. All payroll deductions made
for a Participant shall be credited to his or her Account as of the pay day as
of which the deduction is made. All payroll deductions shall be held by
Crawford, by Crawford's agent or by one, or more than one, Subsidiary (as
determined by the Plan Administrator) as part of the general assets of Crawford
or any such Subsidiary, and each Participant's right to the payroll deductions
credited to his or her Account shall be those of a general and unsecured
creditor. Crawford, Crawford's agent or such Subsidiary shall have the right to
withhold on payroll deductions to the extent such person deems necessary or
appropriate to satisfy applicable tax laws.
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(d) No Cash Payments. A Participant may not make any contributions to his
or her Account except through payroll deductions made in accordance with this
sec.8.
(e) Priority and Insufficiency. Payroll deductions under this Plan will be
subordinate to all liens, garnishments, required taxes and deductions under
other Crawford employee benefit plans. If there are not sufficient funds in any
payroll period to satisfy the Authorization, the payroll deduction for that
period only will be reduced accordingly. In no event will the payroll deduction
in subsequent payroll periods be increased above that specified in the relevant
Authorization.
SEC.9. GRANTING OF OPTION
(a) General Rule. Subject to sec.9(b) and sec.9(c), each Participant for a
Purchase Period automatically shall be granted by operation of this Plan an
option, exercisable on the Exercise Date, to purchase the number of shares of
Stock (rounded down to the nearest whole number) determined by dividing (A) the
total payroll deductions credited to the Participant's Account through the
Exercise Date by (B) eighty-five percent (85%) of the closing price for a share
of Stock on the first day of the Purchase Period, as such closing price is
determined in accordance with sec.2.12. Each such option shall be exercisable
only in accordance with the terms of this Plan.
(b) Available Shares of Stock. If the number of shares of Stock available
for purchase for any Purchase Period is insufficient to cover the shares which
Participants have elected to purchase through effective Authorizations, then
each Participant's option to purchase shares of Stock for such Purchase Period
shall be reduced to equal the number of shares of Stock (rounded down to the
nearest whole number) which the Plan Administrator shall determine by
multiplying (A) the number of shares of Stock for which such Participant would
have been granted an option under sec.9(a) if sufficient shares were available
by (B) a fraction, (i) the numerator of which shall be the number of shares of
Stock available for options for such Purchase Period and (ii) the denominator of
which shall be the total number of shares of Stock for which options would have
been granted to all Participants under sec.9(a) if sufficient shares were
available.
(c) Limit on Number of Shares of Stock. The number of shares of Stock
determined in accordance with sec.9(a) or sec.9(b) to be issued to any
Participant upon the exercise of an option granted under this Plan shall be
reduced to the extent necessary such that after issuance of such shares of Stock
the Participant shall own less than 5% of the total combined voting power or
value of all classes of stock of Crawford, based on the rules set forth in
sec.423(b)(3) and sec.424 of the Code.
SEC.10. EXERCISE OF OPTION
(a) General Rule. Unless a Participant files an amended Authorization
under sec.10(b) or sec.12 on or before the Exercise Date for a Purchase Period,
his or her option shall be exercised automatically in full on such Exercise
Date.
(b) Partial Exercise. A Participant may file an amended Authorization
under this sec.10(b) with the Plan Administrator on or before an Exercise Date
to elect, effective as of such Exercise Date, to exercise his or her option for
a specific number of whole shares of Stock, which may not exceed the number of
shares of Stock determined in accordance with sec.9.
(c) Payment. Upon exercise of an option, each Participant's Account shall
be debited in an amount equal to (A) the Exercise Price multiplied by (B) the
number of shares of Stock for which his or her option is being exercised. Each
Subsidiary shall cause such payment to be remitted to Crawford as soon as
practicable following the Exercise Date.
(d) Automatic Refund. If a Participant's Account has a remaining balance
after his or her option has been exercised, such balance shall be refunded to
the Participant in cash (without interest) as soon as practicable following such
Exercise Date.
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SEC.11. DELIVERY
A stock certificate representing any shares of Stock purchased upon the
exercise of an option under this Plan shall be delivered to a Participant in (i)
his or her name or, if the Participant so directs on his or her Authorization
filed with the Plan Administrator on or before the Exercise Date for such option
and if permissible under applicable law, (ii) the names of the Participant and
one such other person as may be designated by the Participant, as joint tenants
with rights of survivorship. No Participant (or any person who makes a claim
through a Participant) shall have any interest in any shares of Stock subject to
an option until such option has been exercised and the related shares of Stock
actually have been delivered to such person.
SEC.12. VOLUNTARY ACCOUNT WITHDRAWAL
A Participant may elect to withdraw the entire balance credited to his or
her Account for a Purchase Period by completing in writing and filing an amended
Authorization with the Plan Administrator on or before the Exercise Date for
such period. If a Participant makes such a withdrawal election, such balance
shall be paid to him or her in cash (without interest) as soon as practicable
after such amended authorization is filed, and no further payroll deductions
shall be made on his or her behalf for the remainder of such Purchase Period.
SEC.13. TERMINATION OF EMPLOYMENT
(a) Death, Disability or Retirement. If a Participant's employment by
Crawford or a Subsidiary terminates as a result of his or her death, Disability
or Retirement on or before the Exercise Date, and if such Participant or, in the
event he or she dies, his or her Beneficiary timely makes an irrevocable
election in writing under this sec.13(a), such person shall have the right
(1) to withdraw the Participant's entire Account in cash (without
interest), or
(2) to apply the Participant's entire Account to purchase whole shares
of Stock at the Option Price for such Purchase Period as of the related
Exercise Date.
Any election made under this sec.13(a) shall be irrevocable and shall be
timely only if actually delivered to the Plan Administrator on or before the
earlier of (i) the Exercise Date for such Purchase Period or (ii) the last day
of the three (3) consecutive months period which begins on the last day the
Participant was an Eligible Employee. If no timely election is made under this
sec.13(a), a Participant shall be deemed to have elected the cash alternative
set forth in sec.13(a)(1). If the purchase alternative set forth in sec.13(a)(2)
is elected, the certificate representing the shares of Stock purchased shall be
delivered as soon as administratively practicable to the Participant or, in the
event he or she dies, to his or her Beneficiary. If a Participant's Account has
a remaining balance after his or her option has been exercised under this
sec.13(a), such balance automatically shall be refunded to the Participant, or
in the event he or she dies, to his or her Beneficiary in cash (without
interest) as soon as practicable after such exercise.
(b) Other Terminations. Except as provided in sec.13(c), if a
Participant's status as an Eligible Employee terminates on or before the
Exercise Date for a Purchase Period for any reason whatsoever other than his or
her death, Disability or Retirement, his or her Account automatically shall be
distributed as if he or she had elected to withdraw his or her Account in cash
under sec.12 immediately before the date his or her employment had so
terminated.
(c) Transfers. If a Participant is transferred directly between his or her
Participating Employer and another Participating Employer while he or she has an
Authorization in effect, such Authorization shall (subject to all the terms and
conditions of this Plan) remain in effect. If a Participant is transferred
between his or her Participating Employer and another entity (other than a
Participating Employer) in which Crawford has, directly or indirectly, a twenty
percent (20%) or greater equity interest, his or her payroll deductions shall
automatically terminate upon the effective date of such transfer as if he or she
had so amended his or her Authorization pursuant to sec.8(c), but he or she may
continue as a Participant for the relevant Purchase Period only.
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SEC.14. DESIGNATION OF BENEFICIARY
A Participant shall designate on his or her Authorization a beneficiary (1)
who shall act on his or her behalf if the Participant dies before the end of a
Purchase Period and (2) who shall receive the Stock, if any, and cash, if any,
to the Participant's credit under this Plan if the Participant dies after the
end of a Purchase Period but before the delivery of the certificate representing
such shares of stock, if any, and the cash, if any, to his or her credit in such
Account. Such designation may be revised in writing at any time by the
Participant by filing an amended Authorization, and his or her revised
designation shall be effective at such time as the Plan Administrator receives
such amended Authorization. If a deceased Participant fails to designate a
Beneficiary or, if no person so designated survives a Participant or, if after
checking his or her last know mailing address, the whereabouts of the person so
designated are unknown, then the Participant's Beneficiary shall be determined
by the Plan Administrator in accordance with the Participant's will or the
applicable laws of descent and distribution.
SEC.15. TRANSFERABILITY
Neither the balance credited to a Participant's Account nor any rights to
the exercise of an option or to receive shares of Stock under this Plan may be
assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of
in any way by a Participant during his or her lifetime or by his or her
Beneficiary or by any other person during his or her lifetime, and any attempt
to do so shall be without effect; provided, however, that the Plan Administrator
in its absolute discretion may treat any such action as an election by a
participant to withdraw the balance credited to his or her Account in accordance
with sec.12. A Participant's right, if any, to transfer any interest in this
Plan at his or her death shall be determined exclusively under sec.13 and
sec.14.
SEC.16. ADJUSTMENT
The number of shares of Stock covered by outstanding options granted
pursuant to this Plan and the related Option Price and the number of shares of
Stock available under this Plan shall be adjusted by the Board in an equitable
manner to reflect any change in the capitalization of Crawford, including, but
not limited to such changes as dividends paid in the form of Stock or Stock
splits. Furthermore, the Board shall adjust (in a manner which satisfies the
requirements of sec.424(a) of the Code) the number of shares of Stock available
under this Plan and the number of shares of Stock covered by options granted
under this Plan and the related Option Prices in the event of any corporate
transaction described in sec.424(a) of the Code. If any adjustment under this
sec.16 would create a fractional share of Stock or a right to acquire a
fractional share, such fractional share shall be disregarded and the number of
shares of Stock subject to each option granted pursuant to this Plan shall be
the next lower number of whole shares of Stock, rounding all fractions downward.
An adjustment made under this sec.16 by the Board shall be conclusive and
binding on all affected persons.
SEC.17. SECURITIES REGISTRATION
If Crawford shall deem it necessary to register under the Securities Act of
1933, as amended, or any other applicable statutes, any shares of Stock with
respect to which an option shall have been exercised under this Plan or to
qualify any such shares of Stock for an exemption from any such statutes,
Crawford shall take such action at its own expense before delivery of the
certificate representing such shares of Stock. If shares of Stock are listed on
any national stock exchange at the time an option to purchase shares of Stock is
exercised under this Plan, Crawford whenever required shall register shares of
Stock for which such option is exercised under the Securities Exchange Act of
1934, as amended, and shall make prompt application for the listing on such
national exchange of such shares, all at the expense of Crawford.
SEC.18. AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate in light of, and consistent with
sec.423 of the Code and the laws of the State of Georgia, and any
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such amendment shall be subject to the approval of Crawford's shareholders to
the extent such approval is required under sec.423 of the Code or the laws of
the State of Georgia or to the extent such approval is required to meet the
security holder approval requirements under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. However, no provision of this Plan shall be
amended more than once every six (6) months if amending such provisions more
frequently would result in the loss of an exemption under Section 16(b) of the
Securities Exchange Act of 1934, as amended. The Board also may terminate this
Plan or any offering made under this Plan at any time; provided, however, the
Board shall not have the right to modify, cancel, or amend any option
outstanding after the beginning of a Purchase Period unless (i) each Participant
consents in writing to such modification, amendment or cancellation, (ii) such
modification only accelerates the Exercise Date for the related Purchase Period
or (iii) the Board acting in good faith deems that such action is required under
applicable law.
SEC.19. NOTICES
All Authorizations and other communications from a Participant to the Plan
Administrator under, or in connection with, this Plan shall be deemed to have
been filed with the Plan Administrator when actually received in the form
specified to the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of such Authorizations and
communications.
SEC.20. EMPLOYMENT
No offer under this Plan shall constitute an offer of employment, and no
acceptance of an offer under this Plan shall constitute an employment agreement.
Any such offer or acceptance shall have no bearing whatsoever on the employment
relationship between any Eligible Employee and Crawford or any subsidiary of
Crawford, including a Subsidiary. No Eligible Employee shall be induced to
participate in this Plan by the expectation of employment or continued
employment.
SEC.21. HEADINGS, REFERENCES AND CONSTRUCTION
The headings to sections in this Plan have been included for convenience of
reference only. Except as otherwise expressly indicated, all references to
sections (sec.) in this Plan shall be to sections (sec.) of this Plan. This Plan
shall be interpreted and construed in accordance with the laws of the State of
Georgia.
CRAWFORD & COMPANY
By:
Title:
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APPENDIX B
CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 18, 1996. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints D. A. Smith, D. R. Chapman and J. F. Osten,
and each of them, proxies with full power of substitution, for and in the name
of the undersigned, to vote all shares of Class B Common Stock of Crawford &
Company which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders of Crawford & Company to be held in the Home
Office Building of Crawford & Company, 5620 Glenridge Drive, N.E., Atlanta,
Georgia on April 18, 1996 at 2:00 P.M., and at any adjournment thereof, upon the
matters described in the accompanying Notice of Annual Meeting and Proxy
Statement and upon any other business that may properly come before the meeting
or any adjournment thereof, hereby revoking any proxy heretofore executed by the
undersigned to vote at said meeting. Said proxies are directed to vote on the
matters described in the accompanying Proxy Statement as follows, and otherwise
in their discretion:
1. Proposal to elect the ten (10) nominees listed below as Directors (except as
indicated to the contrary below).
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
vote for all nominees listed below
(except as indicated to the contrary)
NOMINEES: V. C. Crawford, Smith, Minix, Lanier, Flather, Hall, L. K. Crawford,
J. C. Crawford, Prince, Williams.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the name of nominee in the space provided below)
- --------------------------------------------------------------------------------
2. Proposal to approve the adoption of the 1996 Employee Stock Purchase Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the appointment of Arthur Andersen LLP as auditors of the
Company for the 1996 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ABOVE PROPOSALS.
(Continued on Reverse Side)
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Annual Meeting of Shareholders and the Proxy Statement dated March 21, 1996.
Dated: , 1996
--------------------
--------------------------------
--------------------------------
Signature of Shareholder
IMPORTANT: Please date this
Proxy and sign exactly as your
name or names appear hereon. If
shares are held jointly,
signatures should include both
names. Executors,
administrators, trustees,
guardians and others signing in
a representative capacity,
please give your full title. If
a corporation, please sign in
full corporate name by President
or other authorized officer. If
a partnership, please sign in
partnership name by authorized
person.
