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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:
[ ] 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
THE DAVEY TREE EXPERT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXX
(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)(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 LOGO]
THE DAVEY TREE
EXPERT COMPANY
NOTICE OF 2000
ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE> 3
[DAVEY LOGO]
R. Douglas Cowan
Chairman of the Board and
Chief Executive Officer
Karl J. Warnke
President and
Chief Operating Officer
April 19, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at the Sheraton Suites, Cuyahoga Falls, Ohio at 5:00 p.m. on Tuesday, May
16, 2000. We hope 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,
R. DOUGLAS COWAN KARL J. WARNKE
Chairman of the Board and President and
Chief Executive Officer Chief Operating 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 Sheraton Suites, Cuyahoga Falls, Ohio, at 5:00 p.m. on Tuesday, May 16,
2000. The purpose of the meeting is:
1. To elect directors to the class whose term expires in 2003.
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, 2000, are entitled
to notice of and to vote at the meeting.
For the Board of Directors
DAVID E. ADANTE
Secretary
April 19, 2000
<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, 2000, 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 elect as directors the nominees listed on
pages three and four. 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 19, 2000. The Company's executive offices are
located at 1500 North Mantua Street, Kent, Ohio 44240. Its telephone number is
(330) 673-9511.
<PAGE> 6
ELECTION OF DIRECTORS
The Company's Board of Directors is now composed of ten directors, four
directors in the class whose terms expire in 2000, three directors in the class
whose terms expire in 2001 and three directors in the class whose terms expire
in 2002. Two vacancies, as described below, will exist on the Board of Directors
after the 2000 Annual Meeting of Shareholders. Each of the directors serves for
a term of three years and until a successor is elected. The Board met five
times during the last fiscal year.
Nominees for election as directors for the term expiring in 2003, as well as
present directors, whose term will continue after the meeting, appear below. The
Board of Directors recommends you vote for the nominees listed.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2003
KARL J. WARNKE, age 48, has been the President and Chief Operating Officer of
the Company since 1999. Prior to that, Mr. Warnke was Executive Vice President
of the Company since 1993 and was Vice President and General Manager, Utility
Services, since 1988.
WILLARD R. HOLLAND, age 64, was the Chairman of the Board and Chief Executive
Officer of FirstEnergy Corporation, an electric utility, since 1997 and Chairman
of the Board of Pennsylvania Power, an electric utility, since 1993 and until
his retirement as CEO in 1999 and as Chairman in 2000. Prior to that, he was
Chief Executive Officer of Ohio Edison, one of the predecessors of FirstEnergy
Corporation, from 1993 to 1997 and Chairman of Ohio Edison from 1996 to 1997.
Mr. Holland joined Ohio Edison in 1991 as President and Chief Operating Officer.
He is a director of A. Schulman, Inc., a supplier of fabricated plastics to
manufacturers.
<PAGE> 7
RICHARD S. GRAY, age 68, has been a director of the Company since 1991. He had
been president of Enterprise Development, Incorporated, a non-profit
organization that provides counsel and assistance to new enterprises, since
April 1987 and until his retirement in 1998. He is a director of SIFCO
Industries, Inc., a provider of specialty components for aerospace applications.
He is also a director of Shiloh Industries, Inc., a steel processor and supplier
of blanks and stampings to industrial manufacturers.
After many years of distinguished service, Messrs. Richard E. Dunn and William
D. Ginn are retiring from the Board of Directors at the end of their current
terms. Mr. Warnke has been nominated to fill Mr. Dunn's position and Mr. Holland
has been nominated to fill Mr. Ginn's position.
Due to other commitments, Mr. Thomas G. Murdough, Jr. has elected to not stand
for reelection to the Board of Directors at the end of his term. No nominee has
been identified to fill the position vacated by Mr. Murdough.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 2001
R. CARY BLAIR, age 60, has been a director of the Company since 1989. He has
been President and Chief Executive Officer of the Westfield Companies, a
regional property, casualty, and life insurance company headquartered in
Westfield, Ohio, since 1991. He has been a director of the Westfield Companies
since 1984 and is a director of Inter-Ocean Reinsurance Co., Ltd., a multi-line
finite re-insurance concern. He is also a director of First Merit Corporation,
a financial institution headquartered in Akron, Ohio.
<PAGE> 8
DOUGLAS K. HALL, age 48, has been a director of the Company since 1998. He was
named CEO and Vice Chairman of Earth Satellite Corporation, a provider of remote
sensing utilizing geographic information systems (GIS) in 1999. Prior to joining
Earth Satellite, and since 1996, he was Vice President and Chief Operations
Officer of The Nature Conservancy, an international conservation organization
with 900,000 members. From 1993 to 1996, he served as Assistant Secretary for
Oceans and Atmosphere and Deputy Administrator of the National Oceanic and
Atmospheric Administration (NOAA) in the U.S. Department of Commerce.
JAMES H. MILLER, age 73, 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.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 2002
R. DOUGLAS COWAN, age 59,has been a director of the Company since 1982, Chairman
of the Board since 1997, and Chief Executive Officer since 1988, and was
President for more than five years until 1999 when his successor was elected.
RUSSELL R. GIFFORD, age 60, has been a director of the Company since 1997. He
was President of Consolidated Natural Gas System, an unregulated marketing arm
of CNG Energy Services Corporation, from 1994 to his retirement in 1997. Mr.
Gifford is a director of Applied Industrial Technologies, Inc., a parts and
service distribution company.
There is currently a vacancy on the Board of Directors in the class whose terms
expire in 2002.
<PAGE> 9
COMMITTEES OF THE BOARD OF DIRECTORS;
ATTENDANCE
The present members of the Audit Committee are Messrs. Dunn, Gifford, Hall, and
Gray (Chairman). 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. Blair (Chairman),
Gifford, Gray, and Miller. 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. Blair, Cowan, Dunn,
Ginn (Chairman), Hall, and Murdough. The Nominating Committee screens and
nominates candidates for election as directors and recommends committee members
for appointment by the Board of Directors. The Nominating Committee will
consider nominees for the Board of Directors recommended by shareholders. 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
business hours. The Nominating Committee met two times during the last fiscal
year.
<PAGE> 10
The present members of the Finance Committee are Messrs. Cowan, Ginn, Miller
(Chairman), and Murdough. The Finance Committee reviews the Company's annual
business plan as developed by management and recommends it to the Board of
Directors for approval. The Committee also reviews longer-term financial issues
affecting the Company's ownership structure, financial condition and business
plans. The Finance Committee met three times 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 $11,000 per year plus $1,000 for the first and $500 for each additional
Board or Committee meeting attended on the same day, plus reasonably incurred
travel and lodging expenses. Chairmen of Committees receive an additional
retainer of $2,500 per year and a non-employee Chairman of the Board receives
an additional $5,000 retainer per year. Directors receive a fee of $500 for
each written consent related to considering the authorization or taking of an
action without a meeting. Directors may defer all or part of their fees in cash
or stock until their retirement as directors.
<PAGE> 11
OWNERSHIP OF COMMON SHARES
The following table shows, as of April 1, 2000, the number and percent of
Common Shares of the Company beneficially owned by each nominee, director, the
officers listed in the Summary Compensation Table, and all directors and
officers as a group:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES (1)(2) PERCENT (2) (3)
- ---- ------------- ---------------
<S> <C> <C>
R. Douglas Cowan 382,652 4.60%
R. Cary Blair 14,000 0.17%
Thomas Murdough, Jr. 8,000 0.10%
Richard E. Dunn 2,400 0.03%
William D. Ginn 26,600 0.32%
Richard S. Gray 12,000 0.15%
James H. Miller 40,000 0.49%
Russell R. Gifford 8,200 0.10%
Douglas K. Hall 4,000 0.05%
Karl J. Warnke 207,690 2.51%
David E. Adante 203,699 2.46%
Howard D. Bowles 203,227 2.46%
C. Kenneth Celmer 159,023 1.93%
20 directors and officers
as a group, including
those listed above 2,041,624 22.78%
</TABLE>
- ---------------------
1. Other than as described below, 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 a spouse.
Includes shares allocated to individual accounts under the Company's 401KSOP
and ESOP Plan (the "KSOP") with respect to which the following executive
officers have only sole voting power as follows: R. Douglas Cowan, 44,929
shares, Karl J. Warnke, 18,298 shares, David E. Adante, 22,935 shares,
Howard D. Bowles, 27,204 shares, C. Kenneth Celmer, 35,313 shares, and
291,922 shares by all officers as a group.
<PAGE> 12
2. These include the right to purchase on or before May 31, 2000, upon the
exercise of outstanding stock options, 129,600 Common Shares by Mr. Cowan,
92,000 Common Shares by Mr. Warnke, 92,000 Common Shares by Mr. Adante,
68,800 Common Shares by Mr. Bowles, 60,800 Common Shares by Mr. Celmer and
721,600 Common Shares by all directors and officers as a group.
3. Percentage calculation based on total shares outstanding plus the options
exercisable by the respective individual on or before May 31, 2000, in
accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934.
To the Company's knowledge, as of April 1, 2000, no person or entity was an
owner, beneficial or otherwise, of more than five percent of the outstanding
Common Shares of the Company. Key Trust Company of Ohio, N. A., trustee of the
KSOP, 127 Public Square, 14th Floor, Cleveland, Ohio 44114, had, as of April 1,
2000, certain trustee imposed rights and duties with respect to Common Shares
held by it. The number of Common Shares held in the KSOP as of April 1, 2000
was 2,994,708, 36.53% of the outstanding Common Shares of the Company.
<PAGE> 13
REMUNERATION OF EXECUTIVE OFFICERS
The table below shows the cash compensation of the five highest paid executive
officers of the Company whose aggregate cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------------------
ALL OTHER
ANNUAL
NAME AND COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION (1)
- ------------------ ---- ------ ----- ----------
<S> <C> <C> <C> <C>
R. Douglas Cowan 1999 303,269 71,150 2,400
Chairman and 1998 278,907 195,000 1,696
Chief Executive Officer 1997 260,577 130,000 2,400
Karl J. Warnke 1999 193,269 94,800 ---
President and 1998 172,028 103,100 1,662
Chief Operating Officer 1997 165,115 75,650 2,400
David E. Adante 1999 180,115 33,025 2,400
Executive Vice President, 1998 172,028 100,000 1,710
Chief Financial Officer 1997 165,115 75,650 2,400
and Secretary-Treasurer
Howard D. Bowles 1999 142,846 80,600 ---
Vice President and 1998 130,677 90,000 1,330
General Manager 1997 122,308 71,400 2,400
Davey Tree Surgery Company
C. Kenneth Celmer 1999 140,115 81,750 2,400
Vice President, General 1998 130,253 90,100 1,696
Manager, Residential Services 1997 122,308 72,400 2,400
- ------------------------
</TABLE>
(1) All other compensation represents amounts allocated to the participant
accounts for each of the officers under the terms of the Company's 401KSOP and
ESOP.
OPTION GRANTS IN LAST FISCAL YEAR
The Company made no grants of stock options to any named executive officer
during the last completed fiscal year.
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS HELD AT FISCAL OPTIONS AT FISCAL YEAR END
ACQUIRED VALUE YEAR END ($) (2)
ON REALIZED -------------------------- ---------------------------
NAME EXERCISE (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. D. Cowan 48,000 398,520 129,600 22,400 $ 789,120 $ 114,240
Karl J. Warnke 32,000 265,680 92,000 16,000 558,590 81,600
David E. Adante 32,000 265,680 92,000 16,000 558,590 81,600
Howard D. Bowles 32,000 265,680 68,800 11,200 421,690 57,120
C. Kenneth Celmer 24,000 272,460 60,800 11,200 370,210 57,120
</TABLE>
(1) 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 of
exercise.
(2) The value of unexercised options is based on the year-end price of $13.00
per share.
<PAGE> 15
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 a collective bargaining agreement), retiring at age 65, and
electing a life benefit without survivor options, with the years of benefit
service and base compensation indicated. Such benefits are reduced to recognize
in part the Company's cost of Social Security benefits related to service with
the Company. The Company's plans also provide for the payment of benefits to an
employee's surviving spouse or beneficiary.
FINAL
AVERAGE
BASE 10 15 20 25 30 35+
COMPENSATION YEARS YEARS YEARS YEARS YEARS YEARS
- ------------ ----- ----- ----- ----- ----- -----
100,000 5,008 7,512 10,016 12,521 15,025 17,529
125,000 6,508 9,762 13,016 16,271 19,525 22,779
150,000 8,008 12,012 16,016 20,021 24,025 28,029
160,000
and up 8,608 12,912 17,216 21,521 25,825 30,129
A participant generally will be credited with a year of benefits service for
each year after December 31, 1996, that he was eligible to participate in the
pension plan. An employee's Final Average Annual Compensation is his average W-
2 earnings for the years he participated in the plan and for the year 1999
cannot include compensation in excess of $160,000.
The credited years of service for Messrs. Cowan, Warnke, Adante, Bowles, and
Celmer are 14.4, 11.0, 17.0, 24.0 and 16.1, respectively.
<PAGE> 16
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE DAVEY TREE EXPERT COMPANY
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DAVEY 100 114 156 227 283 233
S&P 500 COMPOSITE - LTD. 100 138 169 226 290 351
S&P SERVICE (COMML. &
CONSUMER) 500 100 135 139 191 157 150
</TABLE>
<PAGE> 17
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 benefits for the shareholders.
<PAGE> 18
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 1998, 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 has 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 12-15 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 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
<PAGE> 19
established by an independent valuation firm, Management Planning, Inc. 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.
By the Compensation Committee of the Board of Directors: R. Cary Blair,
Richard S. Gray, James H. Miller, and Russell R. Gifford
INDEBTEDNESS OF MANAGEMENT
No executive officer, director, nominee or affiliate of any such person was
indebted to the Company in excess of the reporting requirements of the General
Rules and Regulations under the Securities Exchange Act of 1934 at any time
during the year 1999.
INDEPENDENT AUDITORS
Deloitte & Touche LLP has been appointed as the Company's independent auditors
for the fiscal year ending December 31, 2000. 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 or
she 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, 1999.
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on April 1, 2000 (the record
date) are entitled to notice of and to vote at the meeting. On that date, a
total of 8,197,340 of the Company's Common Shares were outstanding and entitled
to vote. Each of the Company's Common Shares is entitled to one vote.
Each shareholder has the right to vote cumulatively if any shareholder gives
notice in writing to the President, any 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, shareholders will be entitled to cast a
number of votes equal to the number of shares voting multiplied by the number
of directors to be elected. A shareholder may cast all of these votes for one
nominee or distribute them among several nominees, as that shareholder sees
fit. If cumulative voting is in effect, shares represented
<PAGE> 20
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 non-
votes are tabulated in determining the votes present at the meeting.
Consequently, an abstention or a non-vote has the same effect as a vote against
a director nominee, as each abstention or non-vote would be one less vote for a
director nominee.
If any of the nominees listed on pages three and four becomes unable or
declines to serve as a director, each properly 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.
<PAGE> 21
SHAREHOLDER PROPOSALS
Any shareholder who wishes 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 19, 2000. Additionally, a shareholder may submit a proposal
for consideration at next year's Annual Meeting of Shareholders, but not for
inclusion in next year's Proxy Statement, if that proposal is submitted on or
before March 5, 2001.
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, 1999, is being mailed to shareholders
of record with this Proxy Statement.
For the Board of Directors,
DAVID E. ADANTE
Secretary
April 19, 2000
<PAGE> 22
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND
RETURN YOUR PROXY.
<PAGE> 23
THE DAVEY TREE EXPERT COMPANY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2000
THIS PROXY IS SOLICITED BY YOUR 1. Elect three Directors to the class
BOARD OF DIRECTORS, WHICH to serve for a three-year term of
RECOMMENDS THAT YOU VOTE FOR THE office expiring at the Corporation's
NOMINEES LISTED IN ITEM 1. 2003 Annual Meeting of Shareholders.
The nominees of the Board of
At the Annual Meeting of Directors are: Richard S. Gray, Karl
Shareholders of the Corporation to J. Warnke and Willard R. Holland.
be held May 16, 2000, and at any
adjournment, David E. Adante, (Instruction: On the line below, write
Howard D. Bowles, C. Kenneth the name of any nominee or nominees for
Celmer, Roger C. Funk, Richard A. whom authority to vote is withheld. This
Ramsey and Wayne M. Parker, and proxy cannot be voted for a greater
each of them, with full power of number of persons than the number of
substitution in each, are hereby nominees named.)
authorized to represent me and to
vote my shares on the following: ----------------------------------------
Unless otherwise specified above, this
Proxy will be voted for the nominees
listed in Item 1.
2. Any other matter that may properly
DATE come before the meeting.
-------------------------------
Please date and sign this Proxy exactly
as your name appears on this card. If
- ------------------------------------ the address on this Proxy is incorrect,
PLEASE SIGN HERE please note your correct address.
- ------------------------------------ [ ] Please check this box if you plan to
JOINT OWNER, IF ANY SIGN HERE attend the Annual Meeting of
Shareholders.
Detach above card, sign, date and mail in postage-paid envelope provided.
THE DAVEY TREE EXPERT COMPANY
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
<PAGE> 24
THE DAVEY TREE EXPERT COMPANY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2000
THIS VOTING INSTRUCTION IS SOLICITED (Instruction: Check one or both boxes)
BY KEY TRUST COMPANY OF OHIO, N.A.
(THE "TRUSTEE") AS TRUSTEE OF THE [ ] I direct the Trustee to vote the
DAVEY 401KSOP AND ESOP (THE "PLAN"). shares allocated to my account as of
the record date in accordance with
To Key Trust Company of Ohio, N.A., this voting instruction card.
Trustee of The Davey 401KSOP and
ESOP: As a participant in the Plan, [ ] I direct the Trustee to vote the
I hereby direct the Trustee to vote proportionate number of "non-directed"
in person or by proxy at the Annual shares (shares allocated to other
Meeting of Shareholders of the participants in the Plan for which
Corporation to be held May 16, 2000, the Trustee does not receive voting
and at any adjournment, as shown instructions) for which I may give
below. voting instructions under the terms
of the Plan in accordance with this
The Board of Directors recommends voting instruction card.
that you vote for the nominees
listed in Item 1. If you do not complete and return this
card, your shares will be voted, as
1. Elect three Directors to the provided in the Plan, proportionately
class to serve for a three year in accordance with directions received
term of office expiring at the from other participants in the Plan.
Corporation's 2003 Annual Meeting If you wish to vote the non-directed
of Shareholders. The nominees of shares differently from the shares
the Board of Directors are: allocated to your account, you may do
Richard S. Gray, Karl J. Warnke so by requesting a separate voting
and Willard R. Holland. instruction card from the Trustee at
Key Trust, Attn: William Jordan, 127
(Instruction: On the line below, Public Square, 14th Floor, Cleveland,
write the name of any nominee or OH, 44114-1306.
nominees for whom authority to vote
is withheld. This voting DATE
instruction cannot be voted for a ---------------------------------
greater number of persons than the
number of nominees named.) -------------------------------------
PLEASE SIGN HERE
- ------------------------------------
UNLESS OTHERWISE SPECIFIED ABOVE, Please date and sign this Instruction
THE TRUSTEE WILL VOTE THE SHARES Card exactly as your name appears on
SPECIFIED BELOW FOR THE NOMINEES this card.
LISTED IN ITEM 1.
[ ] Please check this box if you plan
2. Any other matter that may to attend the Annual Meeting of
properly come before the meeting. Shareholders.
Detach above card, sign, date and mail in postage-paid envelope provided.
THE DAVEY TREE EXPERT COMPANY
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR INSTRUCTION CARD TODAY
