<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C> <C> <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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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(R) LOGO)
March 26, 1999
Dear Shareholder:
You are cordially invited to attend the Company's 1999 Annual Meeting of
Shareholders which will be held on Tuesday, April 27, 1999, beginning at 2:00
p.m. at the Company's headquarters, 5620 Glenridge Drive, N. E., Atlanta,
Georgia.
The official Notice of Annual Meeting of Shareholders, Proxy Statement and
form of Proxy are included with this letter and contain information about the
meeting and the various matters on which the shareholders will act.
As is our custom, a brief report will be made at this meeting on the
Company's 1998 activities and the outlook for 1999. We hope you will be able to
attend the meeting. Whether or not you plan to attend, it is important that you
sign and return your Proxy promptly, as your vote is important to the Company.
On behalf of our Board of Directors, officers, and employees, we wish to
thank you for your continued interest in and support of Crawford & Company.
Sincerely,
/s/ F.L. Minix
F. L. Minix,
Chairman and Chief Executive Officer
/s/ Archie Meyers, Jr.
Archie Meyers, Jr.,
President and Chief Operating Officer
<PAGE> 3
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1999
---------------------
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 Tuesday, April 27,
1999, at 2:00 p.m., local time, for the following purposes:
1. To elect nine (9) Directors to serve until the next Annual Meeting
of Shareholders and until their successors are elected and qualified;
2. To approve the appointment of Arthur Andersen LLP as independent
auditors for the Company for the 1999 fiscal year; and
3. 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 26, 1999. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 2, 1999 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 26, 1999
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> 4
CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1999
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 Tuesday, April 27, 1999 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, and for the approval of the
appointment of Arthur Andersen LLP to serve as auditors of the Company in 1999.
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 2, 1999 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
25,097,117 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, 1998 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 26, 1999.
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 nine and the shareholders shall
elect the Directors at each Annual Meeting. The Board of Directors has nominated
the nine persons listed below as Directors, to hold office until the next Annual
Meeting and until their successors are elected and qualified. Each nominee is a
member of the present Board of Directors and, except for Messrs. Minix and
Meyers, was elected by the shareholders at the last Annual Meeting on April 23,
1998. 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> 5
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>
Forrest L. Minix 71 Chairman and Chief Executive Officer of the Company. 1973-April, 1998;
September, 1998
J. Hicks Lanier 58 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 65 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company;
Director of Asia Strategic Growth Fund, Inc.
Linda K. Crawford 56 Private investor. 1980
Jesse C. Crawford 50 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 60 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, Inc., John H. Harland
Co., and Southern Mills.
John A. Williams 56 Chairman of the Board, Chief Executive Officer, and 1996
Director of Post Properties, Inc., a real estate
management and development company.
E. Jenner Wood, III 47 Executive Vice President -- Trust and Investment 1997
Services, SunTrust Banks, Inc.; Director of Oxford
Industries, Inc. and Cotton States Life Insurance
Co.
Archie L. Meyers, Jr. 61 President and Chief Operating Officer of the Company September, 1998
</TABLE>
Mr. Minix was Chairman and Chief Executive Officer of the Company for more
than five years before his retirement on January 1, 1996 and served as a
Director until the 1998 Annual Meeting when he did not stand for re-election. He
was elected as a Director by the Board of Directors on September 29, 1998 and
additionally appointed Chairman and Chief Executive Officer following the
resignation of Dennis A. Smith. Mr. Meyers was elected a Director by the Board
of Directors on September 29, 1998 and was additionally appointed President and
Chief Operating Officer of the Company. Mr. Meyers previously served as
President -- Claims Management Services for the Company from August, 1995 to
March 31, 1998; as a consultant and operations supervisor for the Company from
1994 to August 1995; and Manager of the Company's Washington, D.C. branch office
from 1977. The principal occupation or employment of each of the other nominees
during the past five years has been as indicated in the above table.
Linda K. Crawford is the widow of Jesse C. Crawford's brother.
2
<PAGE> 6
SPECIAL COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board of Directors has three standing committees. The Executive
Committee consists of Jesse C. Crawford as Chairman, and Forrest L. Minix,
Archie L. Meyers, Jr., Larry L. Prince, and E. Jenner Wood, III as members. The
Audit Committee consists of Charles Flather as Chairman, and J. Hicks Lanier,
Larry L. Prince and John A. Williams as members. The Senior Compensation and
Stock Option Committee consists of J. Hicks Lanier as Chairman, with E. Jenner
Wood, III, 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 seven
meetings during 1998.
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 two meetings during 1998.
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, upon recommendation by the Chairman of the Board, salaries, grants of
stock options and other compensation for all other Officers of the Company. The
Senior Compensation and Stock Option Committee held four meetings during 1998.
During 1998, the Board of Directors held five 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.
COMPENSATION
Each Director of the Company received a quarterly fee of $5,000, and $1,000
for each Board of Directors and Committee meeting attended during 1998. In
addition, pursuant to the terms of the 1997 Non-Employee Director Stock Option
Plan, each non-employee Director elected at the 1998 Annual Meeting received an
option for 3,000 shares of the Company's Class A Common Stock at a price of
$19.00 per share, the Fair Market Value of the Class A Common Stock on that
date. The options are non-transferable; are exercisable at any time after grant;
and lapse on the date the holder is no longer a director, if that occurs on or
before the fifth anniversary of the grant date, or otherwise on the tenth
anniversary of the grant date.
SHAREHOLDER VOTE
Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to nine (9) Director nominees. Cumulative voting is not permitted. The
nine nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.
3
<PAGE> 7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information for the fiscal
years ended December 31, 1998, 1997, and 1996, concerning compensation paid to
or accrued by the Company for (A) those persons who were, at December 31, 1998,
(i) the Chief Executive Officer, or (ii) the other four most highly compensated
Executive Officers of the Company; (B) one other person who served as Chief
Executive Officer of the Company during 1998; and (C) two former Executive
Officers of the Company who, but for the fact that as of December 31, 1998 they
were not Executive Officers of the Company, would have been among the four most
highly compensated Executive Officers of the Company (hereinafter collectively
referred to as the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------------ ------------------------
NAME AND PRINCIPAL OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTIONS/SAR(#)(2)(3) COMPENSATION($)(4)
- ------------------ ---- --------- -------- ------------------ ------------------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
F. L. Minix............. 1998 168,041 65,000 28,982 300,000 210,861
Chairman and 1997 N/A N/A N/A N/A N/A
Chief Executive
Officer 1996 N/A N/A N/A N/A N/A
A. L. Meyers............ 1998 189,750 50,000 14,941 310,000 74,090
President and 1997 268,754 120,000 0 109,000 69,006
Chief Operating
Officer 1996 253,336 101,688 0 159,000 68,901
R. S. Elder............. 1998 390,473 0 0 108,000 35,318
Group Managing
Director 1997 205,433 81,900 0 7,500 19,350
Crawford-THG Limited 1996 N/A N/A N/A N/A N/A
J. F. Giblin............ 1998 209,200 25,944 0 60,000 865
Executive Vice
President 1997 165,333 91,000 0 54,500 1,020
Chief Financial
Officer 1996 148,184 75,000 0 48,000 915
J. F. Osten............. 1998 231,539 28,715 0 58,000 2,149
Senior Vice President 1997 225,411 80,000 0 59,000 2,502
General Counsel and 1996 210,084 93,224 0 69,000 1,827
Secretary
D. A. Smith............. 1998 462,428 0 0 20,000 1,454,065
Former Chairman and 1997 483,145 300,000 0 397,500 1,434
Chief Executive
Officer 1996 388,419 250,000 0 553,250 1,328
J. R. Bryant............ 1998 175,875 0 0 10,000 397,363
Former 1997 218,750 100,000 0 109,000 1,434
Executive Vice
President 1996 175,000 70,000 0 84,000 1,329
Business Development
D. R. Chapman........... 1998 128,206 0 0 12,000 924
Former Executive Vice 1997 269,545 120,000 0 109,000 2,502
President Finance 1996 254,243 113,100 0 129,000 2,397
</TABLE>
- ---------------
(1) Represents amounts reimbursed for payment of taxes during 1998.
(2) Represents shares of the Company's Class A Common Stock.
(3) Restated for three-for-two stock split in March of 1997.
(4) Represents the following amounts for 1998: (i) Mr. Minix: $210,480 in
retirement benefits; $381 premium payments on term life insurance; (ii) Mr.
Meyers: $73,256 in retirement benefits; $834 premium payments on term life
insurance; (iii) Mr. Elder: $35,318 contribution by Crawford-THG
4
<PAGE> 8
Limited, an indirectly wholly-owned subsidiary of the Company, to defined
contribution plan; (iv) Mr. Giblin: $565 Company contribution to the
Company's Savings and Investment Plan; $300 premium payments on term life
insurance; (v) Mr. Osten: $565 Company contribution to the Company's Savings
and Investment Plan; $1,584 premium payments on term life insurance; (vi)
Mr. Smith: $1,277,108 severance payments and benefits; $430 premium payments
on term life insurance; (vii) Mr. Bryant: $376,516 severance payments and
benefits; $473 premium payments on term life insurance; and (viii) Mr.
Chapman: $924 premium payments on terms life insurance.
STOCK OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END (#) SARS AT FY-END ($)
SHARES ACQUIRED --------------------- ---------------------
ON EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#)(1) REALIZED ($)(1)(2) UNEXERCISABLE(3) UNEXERCISABLE(3)
---- --------------- ------------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
F. L. Minix.......... 15,000A 73,125 0 0
0B 300,000 0
A. L. Meyers......... 157,800A 868,400 0 0
0B 300,000 0
R. S. Elder.......... 0A 0 1,500 0
0B 114,000 0
J. F. Giblin......... 4,500A 72,752 56,850 56,149
4,500B 118,400 13,901
J. F. Osten.......... 6,500A 31,148 32,450 37,758
0B 126,300 30,866
D. A. Smith.......... 156,600A 969,539 395,280 374,235
0B 453,500 108,999
J. R. Bryant......... 15,300A 27,482 0 0
1,500B 129,950 25,673
D. R. Chapman........ 156,100A 914,778 0 0
0B 0 0
</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. 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, 1998 based on the closing price for the Class A and Class B
shares on the New York Stock Exchange on that date, for those options that
have an exercise price below the December 31, 1998 market value. 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> 9
STOCK OPTION GRANTS
The following table provides information concerning the grant of stock
options under the Company's 1997 Stock Option Plan during the fiscal year ended
December 31, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------ POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION -------------------------------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- -------------- -------------- -------- ---------- ------ -------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
F. L. Minix............. 300,000 16.45% 14.25 10/27/08 0 2,688,526 6,813,249
A. L. Meyers............ 10,000 0.55 19.13 1/15/08 0 120,308 304,883
300,000 16.45 14.25 10/27/05 0 1,740,353 4,055,765
R. S. Elder............. 8,000 0.44 19.13 1/15/08 0 96,246 243,906
100,000 5.48 19.50 10/28/04 0 651,246 1,488,926
J. F. Giblin............ 10,000 0.55 19.13 1/15/08 0 120,308 304,883
50,000 2.74 14.25 10/27/05 0 290,059 675,961
J. F. Osten............. 8,000 0.44 19.13 1/15/08 0 96,246 243,906
50,000 2.74 14.25 10/27/05 0 290,059 675,961
D. A. Smith............. 20,000 1.10 19.13 1/15/08 0 240,615 609,766
J. R. Bryant............ 10,000 0.55 19.13 1/15/08 0 120,276 304,803
D. R. Chapman........... 12,000 0.66 19.13 1/15/08 0 144,369 365,860
All Shareholders........ $461 Million(3) $1,168 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, except for (i) the options with
10/27/05 or 10/27/08 expiration dates which become exercisable at the
earliest of (A) when the average of the Class A Common Stock price for ten
consecutive trading days reaches $19.95 per share or (B) October 27, 2004;
and (ii) the options with the 10/28/2004 expiration date which become
exercisable at the earlier of (A) when the average of the Class A Common
Stock price for ten consecutive trading days reaches $27.30 per share or (B)
October 28, 2003.
(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 option terms. 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, 1998, assuming
a 5% and 10% annual rate of appreciation in the respective stock prices over
the ensuing ten (10) years.
6
<PAGE> 10
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 domestic 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 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, Meyers, Giblin,
Bryant, Chapman, Smith and Osten are 44, 38, 9, 23, 17, 25 and 8, respectively.
Mr. Elder does not participate in the Retirement Plan.
TERMINATION BENEFITS
In connection with the September 27, 1998 resignation of Dennis A. Smith as
Chairman, Chief Executive Officer, President and Director of the Company, the
Company agreed to pay Mr. Smith $80,000 per month over the ensuing fifteen
months, a total of $1,200,000. Additionally, the Company agreed to continue Mr.
Smith's existing medical, dental and life insurance for one year, transferred
title of his company car to him, extended the term of his stock options to one
year from the date of his resignation, and paid $30,000 in out placement
services provided to Mr. Smith.
7
<PAGE> 11
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 ensure 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 applicable to the Company and its domestic subsidiaries. This Policy
includes a program for grading each position, including those of the domestic
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 on an annual basis. In establishing the base salary for the Chief
Executive Officer, the Committee looks primarily at the pre-tax earnings 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 its 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 during the preceding year. In January of 1998, the Committee
set Mr. Smith's annual base salary at $600,000 for 1998. Following Mr. Smith's
resignation as Chief Executive Officer and the return of Forrest L. Minix as
Chief Executive Officer in September, the Committee set Mr. Minix's annual base
salary at $600,000, which amount is grossed-up for Georgia state income taxes
and Federal Medicare taxes paid by Mr. Minix in accordance with the agreement
reached with him in connection with his return from retirement to the position
of Chief Executive Officer.
ANNUAL INCENTIVE COMPENSATION
Under the Company's 1996 Incentive Compensation Plan, which covers all
domestic key employees of the Company (other than the Chief Executive Officer),
at the beginning of each fiscal year the Committee establishes pre-tax earnings
and revenues thresholds, as well as targeted pre-tax earnings. A bonus pool is
created for sales and marketing key employees based principally on increases in
revenues above the threshold amount, while the bonus pool for other participants
is based primarily on growth in pre-tax earnings from the threshold amount up to
the targeted pre-tax earnings. The bonus pool is allocated by the Chief
Executive Officer to the business units and staff departments based on his
assessment of performance of the business unit
8
<PAGE> 12
and staff participants, and to each individual participant by the business unit
or staff manager based on the individual's personal performance. The Chief
Executive Officer establishes the bonuses for his direct reports.
The Committee sets a bonus for the Chief Executive Officer, based primarily
on pre-tax earnings and the bonuses paid under the 1996 Incentive Compensation
Plan, as a percentage of salary, to the other domestic Executive Officers of the
Company. Historically, the Chief Executive Officer's bonus, as a percentage of
his base salary, has been higher than the average paid to the other Executive
Officers, expressed as a percentage of their base salaries. For 1998, the
Committee awarded a bonus of $60,000 to Mr. Minix, plus a gross-up for Georgia
state income taxes and Medicare taxes. No bonus was awarded to Mr. Smith.
LONG-TERM INCENTIVE COMPENSATION
Under the Company's 1997 Key Employee Stock Option Plan, officers and other
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 generally 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 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 other key employee's position, with adjustments for extraordinary
performance, but without regard to the individual's stock ownership or the
number of options previously granted.
In addition to the annual grant of options discussed above, the Committee
granted special options in October, 1998 to (i) Mr. Minix covering 300,000
shares of the Company's Class A Common Stock and (ii) certain other Executive
Officers and nineteen (19) senior officers of the Company covering an additional
1,082,000 shares of the Company's Class A Common Stock. Those options granted to
the Chief Executive Officer and Executive Officers provided for vesting at the
earlier of (i) the date the ten day average share price of the Company's Class A
Common Stock increased forty percent (40%) above the price on the date of grant,
if that occurred within three years of the date of grant, or (ii) six years
after the grant date.
J. HICKS LANIER LINDA K. CRAWFORD
E. JENNER WOOD, III CHARLES FLATHER
9
<PAGE> 13
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of February 12, 1999, as to
shares of Class A and Class B Common Stock beneficially owned by each current
Director or nominee for election as a Director, each of the Named Executive
Officers, and all current Directors and Executive Officers as a group. As of
February 12, 1999, 25,529,159 shares of Class A Common Stock and 25,095,992
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>
Forrest L. Minix................................. 127,119 123,072 -- --
Linda K. Crawford(3)(4).......................... 2,287,465 3,906,736 8.9% 15.6%
J. Hicks Lanier(3)(5)............................ 21,037 3,037 -- --
Charles Flather(3)............................... 23,062 5,062 -- --
Jesse C. Crawford(3)(6).......................... 4,879,615 1,942,376 19.1 7.7
Larry L. Prince(3)(5)............................ 19,125 1,125 -- --
John A. Williams(3).............................. 18,000 1,500 -- --
E. Jenner Wood, III(3)(5)........................ 18,750 -- -- --
Archie Meyers, Jr................................ 14,852 100 -- --
Ronald S. Elder(7)............................... 3,100 -- -- --
John F. Giblin(8)................................ 65,526 3,000 -- --
Judd F. Osten(9)................................. 49,400 -- -- --
Dennis A. Smith(10).............................. 457,588 25,558 1.8% --
Jim R. Bryant.................................... -- -- -- --
Donald R. Chapman................................ 22,548 28,429 -- --
All Directors and Executive Officers as a Group
(13 persons)(11)............................... 7,533,755 5,984,008 29.5 23.8
---------- ---------- ---- ----
</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) Includes 18,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of February 12, 1999.
(4) See Notes (4), (5), and (6) 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 1,231,342 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 244,665 shares of Class A Common
Stock, Linda K. Crawford and another individual share investment power.
Under the terms of the other two trusts, holding an aggregate of 986,677
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
975,921 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 77,202 shares of Class A Common Stock shown as beneficially owned by
her.
(5) Mr. Lanier and Mr. Prince are directors of SunTrust Bank of Georgia, Inc.,
a subsidiary of SunTrust Banks, Inc. Mr. Wood is currently Executive Vice
President -- Trust and Investment Services for
(footnotes continued on page 11)
10
<PAGE> 14
SunTrust Banks, Inc. Messrs. Lanier, Prince and Wood disclaim any
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."
(6) See Note (8) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to the Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Jesse C.
Crawford include 1,455,161 shares attributable to him as a general and
limited partner of Crawford Partners, L.P.
(7) Includes 3,100 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of February 12, 1999.
(8) Includes 62,150 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of February 12, 1999.
(9) Includes 41,100 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of February 12, 1999.
(10) Includes 417,130 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of February 12, 1999.
(11) Includes 244,665 shares of Class A Common Stock and 2,446,759 shares of
Class B Common Stock as to which voting or investment power is shared;
239,150 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of February 12, 1999; and 1,231,342 shares of Class
A Common Stock and 2,446,759 shares of Class B Common Stock as to which
beneficial ownership is disclaimed.
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 February 12,
1999:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- ------------
<S> <C> <C>
SunTrust Banks, Inc.............................. 14,847,177(1) 59.2%
One Park Place, N.E.
Atlanta, Georgia 30303
Crawford Partners, L.P........................... 13,640,283(1) 54.4%
55 Park Place
Atlanta, Georgia 30303
Crawford Family Trust............................ 9,489,543(2) 37.8%
55 Park Place
Atlanta, Georgia 30303
Linda K. Crawford................................ 3,906,736(3)(4)(5) 15.6%
1198 Longcourte Dr., N.W.
Atlanta, Georgia 30327
Wachovia Corporation............................. 3,879,737(3)(4)(5)(6) 15.5%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Frank L. Wilson, III............................. 3,474,202(7) 13.8%
230 Peachtree St., N.W.
Atlanta, Georgia 30303
</TABLE>
11
<PAGE> 15
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- ------------
<S> <C> <C>
Jesse C. Crawford................................ 1,942,376(8) 7.7%
Crawford Communications, Inc.
535 Plasamour Dr., N.E.
Atlanta, Georgia 30324
Taylor/Bass/Guylay Group
Portfolio F. Investors, L.P...................... 614,572(9)(13) 2.4%
Wesley Guylay Capital Management................. 505,784(10)(13) 2.0%
The Bass Management Trust........................ 164,570(11)(13) 0.7%
Sid R. Bass Management Trust..................... 164,570(12)(13) 0.7%
Lee M. Bass...................................... 164,554(13) 0.7%
Total......................................... 1,614,050(13) 6.4%
c/o W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
</TABLE>
- ---------------
(1) The shares are held by one or more bank subsidiaries of SunTrust Banks of
Georgia, 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 14,733,685 of such
shares. SunTrust Bank, Atlanta has sole investment power with respect to
14,844,685 of such shares and shares investment power with respect to 1,518
of such shares. SunTrust Bank, Nashville, N.A. has sole voting power with
respect to 3,374 of such shares, and sole investment power with respect to
1,687 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. Included are all of the shares shown as beneficially owned by
Crawford & Partners, L.P.
(2) The shares shown as beneficially owned by the Crawford Family Trust are
attributable to it by virtue of its being a limited partner and a member of
a limited liability company which is one of the general partners of
Crawford Partners, L.P.
(3) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 399,832 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.
(4) Included in the shares shown as beneficially owned by Linda K. Crawford and
Wachovia Corporation are 1,382,775 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 77,202 shares shown as
beneficially owned by her.
(5) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Corporation include 2,046,927 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
(Footnotes continued on page 13)
12
<PAGE> 16
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.
(6) 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 402,925 of such
shares. Wachovia Corporation and Wachovia Bank of Georgia disclaim any
beneficial interest in any of these shares.
(7) 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.
(8) The shares shown as beneficially owned by Jesse C. Crawford are
attributable to him as a general and limited partner of Crawford Partners,
L.P.
(9) The shares held by Portfolio F Investors, L.P. may also be deemed to be
beneficially owned by each of (i) Thomas M. Taylor, in his capacity as
President and sole stockholder of (ii) Trinity Capital Management, Inc.,
which is the sole general partner of (iii) T. F. Investors, L.P., which is
the general partner of (iv) Trinity I Fund, L.P., which is the sole
shareholder of (v) Portfolio Associates, Inc. which is the sole general
partner of Portfolio F. Investors, L.P.
(10) The shares held by Wesley Guylay Capital Management may also be deemed to
be beneficially owned by Wesley Richard Guylay in his capacity as the sole
general partner of Wesley Guylay Capital Management.
(11) The shares held by The Bass Management Trust may also be deemed to be
beneficially owned by (i) Perry R. Bass in his capacity as sole trustee and
as one of two trustors of The Bass Management Trust, and (ii) Nancy L. Bass
in her capacity as one of the two trustors of The Bass Management Trust.
(12) The shares held by Sid R. Bass Management Trust may also be deemed to be
beneficially owned by Sid R. Bass in his capacity as a trustee and the sole
trustor of Sid R. Bass Management Trust.
(13) Thomas M. Taylor, Perry R. Bass, Sid R. Bass, Lee M. Bass, Wesley Richard
Guylay and other investors, including those named above, have filed an
Amended Schedule 13D as of December 19, 1997 with the Securities and
Exchange Commission. The persons making the Schedule 13D filing have stated
that neither the fact of such filing nor anything contained therein shall
be deemed an admission that a "group" exists within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934. The information reflected
above is based on the Amended Schedule 13D filing provided to the Company.
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS
SunTrust Banks, Inc., through its banking subsidiaries (collectively, the
"Banks"), hold 14,847,177 shares of Class B Common Stock of the Company as of
February 12, 1999. 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, and
the Crawford & Company Employee Disability Income Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and greater than ten percent (10%) beneficial owners of
the Company's equity securities, to file with the Securities and Exchange
Commission and the New York Stock Exchange reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by the
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports are required, the
Company believes that, during the year ending December 31, 1998, all
13
<PAGE> 17
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
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
January 1, 1994 and ended December 31, 1998:
<TABLE>
<CAPTION>
S&P
Property-
Crawford & Casualty
Measurement Period Company S&P 500 Insurance
(Fiscal Year Covered) (Class B) Index Index
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 104.00 101.32 104.90
1995 109.26 139.40 142.02
1996 159.15 171.40 172.58
1997 218.72 228.59 251.04
1998 170.10 293.91 233.59
</TABLE>
- ---------------
This total shareholders return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat Services, a division of McGraw-Hill,
Inc.
APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP has been selected by the Audit Committee to serve as
independent auditors for the Company in 1999. If approved by the Class B Common
Stock shareholders, the Company will appoint Arthur Andersen LLP as independent
auditors of the Company for 1999. 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 INDEPENDENT AUDITORS FOR 1999.
14
<PAGE> 18
FORM 10-K
The Crawford & Company Annual Report on Form 10-K for 1998, 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 2000 Annual Meeting of the
Shareholders must be received by the Company no later than November 29, 1999 for
inclusion in the proxy statement for that meeting in accordance with Rule 14a-8
under the Securities Exchange Act of 1934. Pursuant to Rule 14a-4 under the
Securities Exchange Act of 1934 and the By-laws of the Company, the Board of
Directors may exercise discretionary voting authority at the 2000 Annual Meeting
under proxies it solicits to vote on a proposal made by a shareholder that the
shareholder does not seek to include in the Company's proxy statement pursuant
to Rule 14a-8, unless the Company is notified about the proposal prior to
November 29, 1999 and the shareholder satisfies the other requirements of Rule
14a-4(c).
OTHER MATTERS
The minutes of the Annual Meeting of Shareholders held on April 23, 1998
will be presented at 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.
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, electronic mail 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 26, 1999
15
<PAGE> 19
CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 27, 1999. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints F.L. Minix, J.F. Giblin 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 27, 1999 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 nine (9) nominees listed below as Directors (except as
indicated to the contrary below).
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as indicated to the contrary) vote for all nominees
listed below
NOMINEES: Minix, Lanier, Flather, L. K. Crawford, J. C. Crawford, Prince,
Williams, Wood, Meyers.
(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 appointment of Arthur Andersen LLP as the independent
auditors of the Company for the 1999 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 26, 1999.
Dated: -------------------, 1999
--------------------------------
--------------------------------
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.
