<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
DAVEY TREE
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DAVEY TREE
(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), 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:
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<PAGE> 2
DAVEY TREE (LOGO)
THE DAVEY TREE
EXPERT COMPANY
NOTICE OF 1995
ANNUAL MEETING
AND PROXY STATEMENT
<PAGE> 3
DAVEY TREE (LOGO)
John W. Joy
Chairman of the Board
R. Douglas Cowan
President and Chief
Executive Officer
April 14, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at the Company's Corporate Center, located at 1500 North Mantua Street,
Kent, Ohio at 5:00 p.m. on Tuesday, May 16, 1995. We hope that you will be able
to attend.
The Notice of Annual Meeting of Shareholders and the Proxy Statement, which are
included in this booklet, describe the matters to be acted upon at the meeting.
Regardless of the number of shares you own, your vote on these matters is
important. Whether or not you plan to attend the meeting, we urge you to mark
your choices on the enclosed proxy card and sign and return it in the envelope
provided. If you later decide to vote in person at the meeting, you will have an
opportunity to revoke your proxy and vote by ballot.
We look forward to seeing you at the meeting.
Sincerely,
JOHN W. JOY
Chairman of the Board
R. DOUGLAS COWAN
President and
Chief Executive Officer
<PAGE> 4
THE DAVEY TREE EXPERT COMPANY
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of The Davey Tree Expert Company will be held
at the Company's Corporate Center located at 1500 North Mantua Street, Kent,
Ohio, at 5:00 p.m. on Tuesday, May 16, 1995. The purposes of the meeting are:
1. To set the number of directors at ten and to elect directors to the class
whose term expires in 1998.
2. To hear reports and to transact any other business that may properly come
before the meeting.
Shareholders of record at the close of business on April 1, 1995 are entitled to
notice of and to vote at the meeting.
For the Board of Directors
DAVID E. ADANTE
Secretary
April 14, 1995
1
<PAGE> 5
THE DAVEY TREE EXPERT COMPANY
PROXY STATEMENT
The Board of Directors of The Davey Tree Expert Company requests your proxy for
use at the Annual Meeting of Shareholders to be held on May 16, 1995, and at any
adjournments of that meeting. This Proxy Statement is to inform you about the
matters to be acted upon at the meeting.
If you attend the meeting, you can vote your shares by ballot. If you do not
attend, your shares can still be voted at the meeting if you sign and return the
enclosed proxy card. Shares represented by a properly signed card will be voted
in accordance with the choices marked on the card. If no choices are marked, the
shares will be voted to set the number of directors at ten and to elect as
directors the nominees listed on page three. You may revoke your proxy before it
is voted by submitting another proxy card with a later date or by giving notice
to the Company in writing or orally at the meeting.
This Proxy Statement and the enclosed proxy card are being mailed to
shareholders on or about April 14, 1995. The Company's executive offices are
located at 1500 North Mantua Street, Kent, Ohio. Its telephone number is (216)
673-9511.
ELECTION OF DIRECTORS
The Company's Board of Directors is now composed of eleven directors, with four
directors in the class whose terms expire in 1995, three directors in the class
whose terms expire in 1996, and four directors in the class whose terms expire
in 1997. Each of the directors serves for a term of three years and until a
successor is
2
<PAGE> 6
elected. The Board met five times during the last fiscal year.
The Board of Directors recommends that the number of directors be set at ten,
with three directors in the class whose term expires in 1998. Nominees for
election as directors for the term expiring in 1998, as well as present
directors whose term will continue after the meeting, appear below.
NOMINEES FOR TERM EXPIRING IN 1998
EUGENE W. HAUPT, age 73, has been a director of the Company since 1979. Mr.
Haupt was President of The Davey Tree Surgery Company, a wholly-owned subsidiary
of the Company, from 1985 until his retirement in December, 1990.
JAMES H. MILLER, age 68, has been a director of the Company since 1985. Mr.
Miller has been retired since 1986. Before his retirement, he was Vice
President-Administration of GenCorp, Inc. (formerly the General Tire and Rubber
Co.), a tire manufacturer.
R. CARY BLAIR, age 55, has been a director of the Company since 1989 and has
been a director of Westfield Companies since 1984. He has been President and
Chief Executive Officer of the Westfield Companies, a group of insurance
Companies headquartered in Westfield, Ohio, since 1991, and was President and
Chief Operating Officer from 1981 to 1991.
PRESENT DIRECTORS WHOSE TERM EXPIRES IN 1996
JOHN W. JOY, age 72, has been a director of the Company since 1964 and Chairman
of the Board of the Company since 1983. He was Chief Executive Officer of the
Company for more than five years until 1988, and has been retired since May
1990.
R. DOUGLAS COWAN, age 54, has been a director of the Company since 1982,
President since 1985, and Chief Executive Officer since 1988.
3
<PAGE> 7
J MAURICE STRUCHEN, age 74, has been a director of the Company since 1983.
Before his retirement in 1984, Mr. Struchen was Vice Chairman of the Board of
Society National Bank and Chairman of the Executive Committee of Society
Corporation, a bank holding company, in 1983 and 1984. Prior to 1983, he was
Chairman of the Board of Society National Bank and Chairman of the Board and
Chief Executive Officer of Society Corporation and Society National Bank. He is
a director of Forest City Enterprises, Inc., a retailer of lumber and
construction materials and developer of commercial properties.
PRESENT DIRECTORS WHOSE TERM EXPIRES IN 1997
RICHARD E. DUNN, age 67, has been a director of the Company since 1980. He was
Vice President for Business Affairs and Treasurer of Kent State University in
Kent, Ohio, for more than five years, prior to his retirement in 1991.
WILLIAM D. GINN, age 71, has been a director of the Company since 1973. He has
been a partner with the law firm of Thompson, Hine and Flory of Cleveland, Ohio,
for more than five years. Mr. Ginn is also a director of Nordson Corporation, a
manufacturer of industrial application equipment. Thompson, Hine and Flory has
in the past provided and continues to provide legal services to the Company.
RICHARD S. GRAY, age 63, has been a director of the Company since 1991. He has
been President of Enterprise Development, Incorporated, a non-profit
organization that provides counsel and assistance to new enterprises, since
April 1987. He is a director of SIFCO Industries, a manufacturer and marketer
that focuses on metalworking and related industrial technologies.
THOMAS MURDOUGH, JR., age 55, is the founder and President of Step 2 Corporation
since 1991. Prior to this, Mr. Murdough was the founder of Little Tikes Company
which he sold to Rubbermaid in 1984. He
4
<PAGE> 8
continued as its President and General Manager until September, 1989. He is a
director of Baker McMillen Company which is a quality wood products manufacturer
serving the consumer and OEM markets. He is also a director for Universal
Electronics which manufactures and markets preprogrammed, universal remote
controls principally for home video and audio entertainment equipment.
COMMITTEES OF THE BOARD OF DIRECTORS;
ATTENDANCE
The present members of the Audit Committee are Messrs. Dunn, Haupt, Miller,
Murdough, and Gray. The Audit Committee reviews the proposed audit programs
(including both independent and internal audits) for each fiscal year, the
results of these audits, and the adequacy of the Company's systems of internal
control. The Committee also recommends to the Board of Directors the appointment
of the independent auditors for each fiscal year. The Audit committee met two
times during the last fiscal year.
The present members of the Compensation committee are Messrs. Dunn, Ginn,
Miller, Murdough, Blair, and Struchen. The Compensation Committee recommends to
the Board of Directors the salaries and other compensation of executive officers
of the Company and supervises the administration of the Company's benefits
programs. The Compensation Committee met two times during the last fiscal year.
The present members of the Nominating Committee are Messrs. Joy, Cowan, Blair,
Ginn, Gray, and Struchen. The Nominating Committee screens and nominates
candidates for election as directors and recommends committee members for
appointment by the Board of Directors. A shareholder who wishes to suggest a
director candidate for consideration by the Nominating Committee should consult
the applicable provision of the Company's Regulations, which are available for
inspection at the Company's offices during
5
<PAGE> 9
business hours. The Nominating Committee met one time during the last fiscal
year.
During the last fiscal year, each director attended at least 75% of the meetings
of the Board of Directors and of the committees on which he served.
COMPENSATION OF DIRECTORS
The Company pays directors who are not executive officers of the Company a fee
of $9,000 per year plus $800 for the first and $400 for each additional Board or
Committee meeting attended on the same day. Chairmen of Committees receive an
additional retainer of $1,000 per year and the Chairman of the Board receives an
additional retainer of $5,000 per year. Directors may defer all or part of their
fees until their retirement as directors.
<TABLE>
OWNERSHIP OF COMMON SHARES
The following table shows, as of April 1, 1995, the number and percent of Common
Shares of the Company beneficially owned by each director, the officers listed
in the Summary Compensation Table, and all directors and officers as a group:
<CAPTION>
NUMBER OF
NAME SHARES(1)(2)(3) PERCENT(2)
- --------------------------------------- ----------
<S> <C> <C>
John W. Joy 35,845 1.51%
R. Douglas Cowan 87,870 3.70
Eugene W. Haupt 42,007 1.77
R. Cary Blair 1,500 .06
Thomas Murdough, Jr. 1,000 .04
Richard E. Dunn 1,600 .07
William D. Ginn 13,400 .56
Richard S. Gray 2,000 .08
James H. Miller 8,000 .34
J Maurice Struchen 4,400 .19
David E. Adante 43,250 1.82
Karl J. Warnke 35,845 1.51
Howard D. Bowles 41,448 1.74
C. Kenneth Celmer 25,550 1.08
21 directors and
officers as a group,
including those listed
above 488,490 20.56%
<FN>
- ---------------
6
<PAGE> 10
(1) Beneficial ownership of the Common Shares listed in the tables is comprised
of sole voting and investment power, or voting and investment power, shared
with spouses.
(2) These include the right to purchase on or before May 31, 1995, upon the
exercise of outstanding stock options, 27,000 Common Shares by Mr. Cowan,
18,250 Common Shares by Mr. Adante, 18,250 Common Shares by Mr. Warnke, and
16,500 Common Shares by Mr. Bowles, 13,250 Common Shares by Mr. Celmer and
157,000 Common Shares by all directors and officers as a group, excluding
1,000 shares exercisable by Mr. Pohl.
(3) James H. Pohl elected to retire from the Board of Directors effective at the
end of his current term. As of April 1, 1995, Mr. Pohl owned 54,430 shares
or 2.30%, which are not included in the group total. Donald J. Shope retired
from the Company effective December 24, 1994 and as of April 1, 1995 owned
zero shares.
</TABLE>
The only shareholder that, as of April 1, 1995, owned of record more than five
percent of the outstanding Common Shares of the Company was Whitelaw & Co., the
nominee of National City Bank, National City Center, 1900 East Ninth Street,
Cleveland, Ohio 44114, which owned of record 922,645 Common Shares (38.8% of the
outstanding Common Shares) as trustee of the Company's Employee Stock Ownership
Trust. Only 882,052 (37.1% of the outstanding shares) of these shares are
entitled to be voted at the meeting.
7
<PAGE> 11
REMUNERATION OF EXECUTIVE OFFICERS
The table on the following page shows the cash compensation of the six highest
paid executive officers of the Company whose aggregate cash compensation
exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
ALL OTHER
ANNUAL
NAME AND COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION(1)
- -------------------------- ---- -------- ------- ---------
<S> <C> <C> <C> <C>
R. Douglas Cowan 1994 200,253 35,000 1,096
President and Chief 1993 197,185 83,300 1,412
Executive Officer 1992 184,431 83,050 1,309
David E. Adante 1994 124,302 19,950 1,096
Executive Vice President, 1993 119,365 39,250 1,412
Chief Financial Officer 1992 106,344 42,200 1,309
and Secretary-Treasurer
Karl J. Warnke 1994 123,253 19,950 1,096
Executive Vice President, 1993 116,346 44,400 1,412
and General Manager 1992 100,344 46,850 1,309
Utility Services
Howard D. Bowles 1994 98,285 16,250 1,096
Vice President and 1993 96,820 33,400 1,412
General Manager - 1992 92,477 36,000 1,309
Davey Tree Surgery
Company
C. Kenneth Celmer 1994 94,258 18,500 1,096
Vice President, 1993 93,346 29,100 1,412
Eastern Operations 1992 90,479 28,900 1,309
Donald J. Shope (2) 1994 114,242 20,500 1,096
Vice President and 1993 103,712 32,650 1,412
General Manager - 1992 99,808 32,300 1,309
Residential/Commercial
Services
<FN>
- ---------------
(1) All other compensation represents amounts allocated to the participant
accounts for each of the officers under the terms of the Company's Employee
Stock Ownership Plan.
(2) Mr. Shope retired from the Company on December 24, 1994.
</TABLE>
8
<PAGE> 12
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISABLE IN-THE-MONEY
OPTIONS HELD AT FISCAL OPTIONS AT FISCAL YEAR END
SHARES YEAR END (#) ($)(2)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE # REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. D. Cowan 12,000 200,520 27,000 9,000 $ 51,390 $ --0--
David E. Adante --0-- --0-- 18,250 6,750 33,443 --0--
Karl J. Warnke --0-- --0-- 18,250 6,750 33,443 --0--
Howard D. Bowles --0-- --0-- 16,500 4,500 36,385 --0--
C. Kenneth Celmer 4,000 66,840 13,250 3,750 26,513 --0--
Donald J. Shope 6,000 100,260 15,500 4,500 24,715 --0--
<FN>
- ---------------
(1) In the case of Mr. Celmer, Mr. Cowan and Mr. Shope the value realized upon
exercise of options is based on the difference between the option exercise
price and the fair market value at the date they exercised in 1994.
(2) The value of unexercised options is based on the year-end price of $24.38
per share.
</TABLE>
9
<PAGE> 13
<TABLE>
PENSION PLAN TABLE
The table below shows estimated annual benefits payable under the employee
retirement plan to an employee, including officers (other than to an employee
who is subject to collective bargaining agreement), retiring at age 65, and
electing a life benefit without survivor options, in the years of benefit
service and earnings indicated. Such benefits reflect a reduction to recognize
in part the Company's cost of Social Security Benefits related to service for
the Company. The Company's plans also provide for the payment of benefits to an
employee's surviving spouse or beneficiary.
<CAPTION>
FINAL
AVERAGE
BASE 10 15 20 25 30 35+
COMPENSATION YEARS YEARS YEARS YEARS YEARS YEARS
- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
100,000 7,028 10,541 14,055 17,569 21,083 24,596
125,000 9,028 13,541 18,055 22,569 27,083 31,596
150,000
and up 11,028 16,541 22,055 27,569 33,083 38,596
</TABLE>
A participant generally will be credited with a year of benefits service for
each year after December 31, 1988, that he was eligible to participate in the
pension plan and elected to make a contribution when required to do so. An
employee's final annual compensation is his average annual base compensation for
the five years in which his base compensation was highest during the ten years
prior to termination of employment or age 65, except that the final annual base
compensation for participants who are compensated primarily as salesmen cannot
include annual compensation in excess of $50,000, and for the year 1994 cannot
include compensation in excess of $150,000 for all other participants.
The credited years of service for Messrs. Cowan, Adante, Warnke, Bowles, Celmer,
and Shope are 9.4, 12.0, 6.0, 19.0 11.1, and 18.3 respectively.
10
<PAGE> 14
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
THE DAVEY TREE EXPERT COMPANY,
S&P 500 CUMULATIVE INDEX, AND
S&P SPECIALIZED SERVICES INDEX
<CAPTION>
S & P SPE-
MEASUREMENT PERIOD S & P 500 CIALIZED
(FISCAL YEAR COVERED) DAVEY COMPOSITE SERVICES
<S> <C> <C> <C>
1989 100 100 100
1990 111 97 84
1991 137 126 91
1992 145 136 90
1993 170 150 87
1994 142 152 80
<FN>
(1) The peer group index, Specialized Services, was titled Commercial Services
in prior years.
*Total return includes reinvestment of dividends.
</TABLE>
11
<PAGE> 15
REPORT OF COMPENSATION COMMITTEE
GENERAL
The Compensation Committee of the Board of Directors, composed entirely of
non-employee Directors, is responsible for management succession matters, for
administering the Company's executive incentive and benefits programs, and for
establishing salaries for executive officers. The Committee's recommendations in
these matters are presented to the Board of Directors for approval. In its
deliberations, the Committee periodically retains outside professionals to
assess the fairness of the Company's compensation programs and meets frequently
with the Chief Executive Officer of the Company to obtain management's
recommendations on compensation issues.
COMPENSATION POLICIES
The Committee is careful to align executive officer compensation with the
interest of shareholders. The Committee has established a policy whereby a
substantial portion of the compensation of executive officers, including the
chief executive officer, is contingent on the profitability of the Company.
Approximately twenty to forty percent of an executive officer's compensation is
determined based on pre-tax profits of the Company, after a target return on
shareholders' equity is achieved. The fundamental theory of this policy is that
the shareholders of the Company are entitled to a fair pre-tax return on their
investment before any incentive payments are made to executive officers. To the
extent that the efforts of the executive officers result in a higher return on
shareholders' equity, the Committee believes that the officers should be
rewarded. The Committee and the Board of Directors believe that this
compensation policy creates a significant incentive for management of the
Company, which in turn creates long-term benefit for the shareholders.
12
<PAGE> 16
BASE SALARY
Base salary levels are largely determined on the basis of comparisons with
similar companies of approximately the same size. The Committee periodically
retains a nationally known compensation consulting firm to conduct a
compensation competitiveness study to determine the adequacy of the Company's
compensation for executive officers compared to the compensation of officers in
comparable companies. The last study was conducted in March 1994, and
compensation ranges were established by the Committee for each of the officers
on the basis of job description and market comparisons. The Committee's general
policy regarding base salary is that the Company's executive officers should be
compensated near the "mid-point" of the market range established by the
consultants, giving allowance to experience and provided that the Company's
long-term goals are being achieved. None of the executive officers have an
employment agreement with the Company.
The Committee reviews the performance of each of the officers of the Company
with the Chief Executive Officer at each of its meetings and is particularly
attentive to an assessment of the officers' performance against goals,
demonstrated capabilities and development of subordinates. The salary
adjustments for the Chief Executive Officer are determined solely by the
Committee after an evaluation of the same criteria used for other executive
officers. The officers of the Company are generally on a 15-18 month salary
adjustment cycle.
INCENTIVE COMPENSATION
In 1979, the Board of Directors adopted a Management Incentive Compensation Plan
designed to reward the Company's management group, which includes approximately
50 people, for above average profit performance. The Plan provides for the
calculation of a "Bonus Fund" based on the average of the last three
13
<PAGE> 17
years' pre-tax profit performance. Under the terms of the Plan, a required
return on the Shareholders' Equity is deducted from pre-tax profits, and a
percentage of any excess amount is designated as a "Bonus Base". The Bonus Fund
for the year equals an average of the Bonus Base for each of the preceding three
years. This Bonus Fund is allocated by the Committee to the management group
based on individual performance, operating group performance, as well as overall
Company performance.
In 1994, the shareholders approved the 1994 Omnibus Stock Plan (the Plan), which
consolidates into a single plan provisions for the grant of stock options, other
stock-based incentives, and the maintenance of an employee stock purchase
program. The Plan replaced the 1982 Employee Stock Purchase Plan and the 1987
Incentive Stock Option Plan, under which no future grants will be made.
Provisions of the Plan give the committee broad discretion to fashion the terms
of awards in order to provide Davey Tree's employees with stock-based incentives
that are appropriate under the circumstances. It is designed to foster long-term
growth and performance by motivating employees through stock-based incentives
and ownership, as well as enhance the Company's ability to attract and retain
qualified employees and directors. Option grants are based on the fair market
value of the Company's Common Shares on the date of grants, as established by
Roulston & Company. All employees of Davey Tree and its subsidiaries are
eligible to participate in the Plan, and all non-employee directors of Davey
Tree are eligible to receive director options under the Plan. The committee
believes the Plan provides incentives to increase the market performance of the
Company's shares, thereby aligning the Company's interests with those of the
shareholders.
14
<PAGE> 18
The Compensation Committee of the Board of Directors
R. Cary Blair, Thomas Murdough, Jr.,
Richard E. Dunn, William D. Ginn,
James H. Miller, J Maurice Struchen
<TABLE>
INDEBTEDNESS OF MANAGEMENT
As part of the Company's 1989 subscription offering, employees of the Company
subscribed for a total of 228,876 Common Shares. These employees were entitled
to finance up to ninety percent of the purchase price of Common Shares by giving
the Company a seven-year promissory note for the balance due with interest at 8%
per annum. As a result, certain officers and directors of the Company were, as
of April 1, 1995, indebted to the Company in the following amounts representing
the outstanding principal amounts of the promissory notes given by them to the
Company:
<CAPTION>
LARGEST
AMOUNT OF
INDEBTEDNESS
OUTSTANDING
SHARES DURING CURRENT
NAME PURCHASED 1994 INDEBTEDNESS
- ------------------ --------- ---------- ------------
<S> <C> <C> <C>
R. Douglas Cowan 12,500 88,315 61,109
Richard A. Ramsey 10,000 70,656 --0--
Eugene W. Haupt 10,000 61,173 40,785
</TABLE>
INDEPENDENT AUDITORS
Deloitte & Touche has been appointed as the Company's independent auditors for
the fiscal year ending December 31, 1995. Deloitte & Touche was created by the
merger of Touche, Ross & Co. with Deloitte, Haskins and Sells in 1989. Touche,
Ross & Co. has served as the Company's independent auditors since 1975. A
representative of Deloitte & Touche is expected to be present at the meeting.
The representative will be given an opportunity to make a statement if he
desires to do so and to respond to questions regarding Deloitte & Touche's
examination of the Company's financial statements and records for the fiscal
year ended December 31, 1994.
15
<PAGE> 19
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on April 1, 1995 are entitled to
vote at the meeting. On that date, a total of 2,335,349 of the Company's Common
Shares were outstanding and entitled to vote. Each of the Company's common
shares is entitled to one vote.
Voting for directors will be cumulative if any shareholder gives notice in
writing to the President, Vice President or the Secretary of the Company at
least 48 hours before the time set for the meeting and an announcement of the
notice is made at the beginning of the meeting by the Chairman or the Secretary,
or by or on behalf of the shareholder giving notice. If cumulative voting is in
effect, you will be entitled to cast, in the election of directors, a number of
votes equal to the product of the number of shares that you are voting. You may
cast all of these votes for one nominee or distribute them among several
nominees, as you see fit. If cumulative voting is in effect, shares represented
by each properly signed proxy card will also be voted on a cumulative basis,
with the votes distributed among the nominees in accordance with the judgment of
the persons named in the proxy card.
Under Ohio law, directors are elected by the votes of shareholders exercising a
majority of the voting power of the Company present at a meeting at which a
quorum is present, and proposals are adopted or approved by the vote of a
specified percentage of the voting power of the Company. Abstentions and broker
non-votes are tabulated in determining the votes present at the meeting.
Consequently, an abstention or a broker non-vote has the same effect as a vote
against a director nominee, as each abstention or broker non-vote would be one
less vote for a director nominee.
If any of the nominees listed on page three becomes unable or declines to serve
as a director, each properly
16
<PAGE> 20
signed proxy card will be voted for another person recommended by the Board of
Directors. However, the Board has no reason to believe that this will occur.
The Board of Directors knows of no other matters that will be presented at the
meeting. However, if other matters do properly come before the meeting, the
person named in the proxy card will vote on these matters in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
Any shareholder who wished to submit a proposal to be considered for inclusion
in next year's Proxy Statement should send the proposal to the Company on or
before December 16, 1995.
EXPENSES OF REQUESTING PROXIES
The Company will bear the expense of preparing, printing, and mailing this
Notice and Proxy Statement. In addition to requesting proxies by mail, officers
and regular employees of the Company may request proxies by telephone or in
person. The Company will ask custodians, nominees, and fiduciaries to send proxy
material to beneficial owners in order to obtain voting instructions. The
Company will, upon request, reimburse them for their reasonable expenses for
mailing the proxy material.
ANNUAL REPORT
The Company's Annual Report to Shareholders, including financial statements for
the fiscal year ended December 31, 1994, is being mailed to shareholders of
record with this Proxy Statement.
For the Board of Directors
DAVID E. ADANTE
Secretary
April 14, 1995
17
<PAGE> 21
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN
YOUR PROXY.
<PAGE> 22
THE DAVEY TREE EXPERT COMPANY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 1995
THIS PROXY IS SOLICITED BY YOUR BOARD OF DIRECTORS, WHICH RECOMMENDS THAT YOU
VOTE FOR THE NOMINEES LISTED IN ITEM 1 AND FOR ITEM 2.
At the Annual Meeting of Shareholders of the Corporation to be held May 16,
1995, and at any adjournment, David E. Adante, Howard D. Bowles, Roger C. Funk,
and Karl J. Warnke, and each of them, with full power of substitution in each,
are hereby authorized to represent me and to vote my shares on the following:
1. Setting the number of Directors at ten, and electing three Directors to the
class to serve for a three year term of office expiring at the
Corporation's 1998 Annual Meeting of Shareholders. The nominees of the
Board of Directors are: R. Cary Blair, Eugene W. Haupt and James H. Miller.
(Instruction: On the line below, write the name of any nominee or nominees
for whom authority to vote is withheld.)
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2. Any other matter that may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN ITEM 1.
Signed the day of , 1995.
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Please sign here
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Joint owner if any sign here
Please sign this Proxy exactly as your name appears above. If the address on
this Proxy is incorrect, please note your correct address.
Please check this box if you plan to attend the Annual Meeting of
Shareholders. / /
