NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
March 24, 1995
To the Stockholders of
Escalade, Incorporated
You are hereby notified that the Annual Meeting of the Stockholders
of Escalade, Incorporated will be held at the Ramada Hotel - Airport, 2500
S. High School Road, Indianapolis, Indiana, on April 28, 1995 at 1:00 P.M.,
local time, for the following purposes:
1. To elect to the Board seven (7) Directors as set forth herein.
2. To approve the appointment of the firm Geo. S. Olive & Co.LLC, to
serve as independent auditors for the Company for the year 1995.
3. To transact such other business that may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 3, 1995 will
be entitled to vote at the meeting.
All persons who find it convenient to do so are cordially invited to
attend the meeting in person. In any event, please sign, mark and return
the Proxy enclosed with this Notice at your earliest convenience.
By order of the Board of Directors
JOHN R. WILSON
-----------------------
John R. Wilson
Vice President & Chief
Financial Officer
PROXY STATEMENT
The Board of Directors of Escalade, Incorporated (hereinafter referred
to as "Escalade" or the "Company"), 817 Maxwell Avenue, Evansville, Indiana
47717 ((812) 467-1200) is soliciting proxies the form of which is enclosed,
for the Annual Meeting of Stockholders to be held on April 28, 1995, at 1
p.m. local time. Each of 4,133,361 shares of common stock outstanding on
March 3, 1995 is entitled to one vote on all matters acted upon at the
meeting and only Stockholders of record on the books of the Company at the
close of business on March 3, 1995 will be entitled to vote at the meeting,
either in person or by proxy. The shares represented by all properly
executed proxies which are sent to the Company will be voted as designated
and each not designated will be voted affirmatively. Unless discretionary
authority is withheld, all other matters coming before the meeting will be
voted according to the best judgment of the proxies. Each person giving a
proxy may revoke it by giving notice to the Company in writing or in open
meeting at any time before it is voted. The proxy statement is being mailed
to shareholders on or about March 24, 1995.
The expense of soliciting proxies will be borne by the Company.
Proxies will be solicited principally by mail, but may also be solicited by
Directors, Officers, and other regular employees of the Company, who will
receive no compensation therefore in addition to their regular salaries.
Bankers and others who hold stock in trust will be asked to send proxy
materials to the beneficial owners of the stock, and the Company may
reimburse them for their expenses.
The Annual Report of the Company for the year of 1994 is being mailed
to you with this proxy statement, but such report and financial statements
are not a part of this proxy statement.
CERTAIN BENEFICIAL OWNERS
Under Rule 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such beneficial owner
under this definition needs not enjoy the economic benefit of such
securities. The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock by its Executive Officers
and by the only stockholders deemed to be beneficial owners of 5% or more
of the Common Stock of the Company as of March 3, 1995.
<TABLE>
<CAPTION>
Title of Name and Address Amount and Nature Percentage
Class of Beneficial Owner of Ownership of Class ------
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Executive Officers
Common Stock Robert E. Griffin 536,261 (1) 13.0% (1)
817 Maxwell Avenue
Evansville, Indiana 47717
Common Stock C. W. "Bill" Reed 93,044 (2) 2.3% (2)
817 Maxwell Avenue
Evansville, Indiana 47717
Common Stock John R. Wilson 39,687 (3) 1.0% (3)
817 Maxwell Avenue
Evansville, Indiana 47717
Other 5% Stockholders
Common Stock Lida M. Kinnicutt 234,395 5.7%
11 Highwood Road
Bloomfield, Connecticut 06002
Common Stock Andrew and Charmenz Guagenti 244,882 (4) 5.9% (4)
216 Water Street
Newburgh, Indiana 47630
Common Stock Dimensional Fund 304,385 (5) 7.4% (5)
Advisors, inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
<FN>
(1) Includes 8,050 shares held by his spouse. Mr. Griffin disclaims beneficial ownership
of those shares. Also, includes 672 shares held jointly with his spouse and 6,900 shares
issuable upon exercise of outstanding stock options.
(2) Includes 23,000 shares issuable upon the exercise of outstanding stock options.
(3) Includes 1,731 shares held by his spouse. Mr. Wilson disclaims beneficial ownership
of those shares. Also includes 17,250 shares issuable upon exercise of outstanding
stock options.
(4) Includes 123,335 shares owned by Mr. Guagenti directly and in his directed IRA and
121,547 shares owned by Mrs. Guagenti directly in her directed IRA and as Trustee.
Mr. and Mrs. Guagenti each disclaims beneficial ownership of the shares held by the other.
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, is
deemed to have beneficial ownership of 304,385 shares of Escalade, Incorporated common
stock as of December 31, 1994, all of which shares are held in portfolios of DFA
Investment Dimensions Group, Inc., a registered open-end investment company, or in series
of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and the DFA Participating Group Trust, investment vehicles for qualified employee benefit
plans, all of which Dimensional Fund Advisors, Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of such shares.
</TABLE>
The executive officers of the Company are as follows: Robert E.
Griffin (age 60), Chairman and Chief Executive Officer, C.W. (Bill) Reed
(age 48), President and Chief Operating Officer, and John R. Wilson (age
53), Vice President and Chief Financial Officer. The executive officers
terms expire April 28, 1995.
<TABLE>
ITEM NO. 1
ELECTION OF DIRECTORS
The Board of Directors voted to set the size of the Board at seven members. All
persons proposed for election to the Board of Directors are presently Directors. Those
persons whose names are set forth below are standing for re-election. The term of office
of the Directors is until the next meeting of the stockholders and until their successors
are elected and qualified.
Information with respect to each of the Directors is set forth as follows:
<CAPTION>
Shares of Common
Stock of the Company
Beneficially owned on
March 3, 1995
Name and Principal Occupation Director Percent of
During the Past Five Years Since (1) Age Number Class
<S> <C> <C> <C> <C>
Yale A. Blanc-Consultant to Martin Yale 1972 73 37,512 (2) 0.9% (2)
Industries, Inc.(a subsidiary of the Company)
Gerald J. Fox - Private Investor, 1968 60 34,540 (4) 0.8%(4)
Senior Vice President of Oppenheimer & Co.,
Inc.in the Institutional Sales Department
from 1984 till 1992.(3)
Robert E. Griffin - Chairman and Chief 1973 60 536,261 (5) 13.0%(5)
Executive Officer of the Company since
March, 1994, Previously President and
Chief Executive Officer since 1976
Blaine E. Matthews, Jr. - Director and 1965 57 166,371 (6) 4.0%(6)
Corporate Secretary of Matthews 1812
House, Inc. since 1979, a mail order
supplier of cakes and food gifts. (3)
Robert D. Orr - Private Investor, 1992 77 126,350 (7) 3.1%(7)
Ambassador to Singapore from 1989
till 1992 and Governor of the State
of Indiana from 1981 till 1989
A. Graves Williams, Jr. - Private 1958 62 81,819 2.0%
Investor, President and Director
of The Irwin Company, Wilmington,
Ohio, a manufacturer of drill bits,
screwdrivers, measuring tapes and
similar tools, from 1978 till 1993. (3)
Keith P. Williams - President of 1982 67 106,944 (8) 2.6%(8)
Good Earth Tools, Inc.,Crystal City,
Missouri since 1964, a company special-
izing in wear-proofing with tungsten
carbide. (3)
All (9) Directors and Executive
Officers as a Group 1,222,528 29.6%
<FN>
(1) On March 8, 1973 the Board of Directors of the Williams Manufacturing Company became
the Board of Directors of Escalade, Incorporated pursuant to an Agreement
and Plan of Reorganization under which the Williams Manufacturing Company merged into
Escalade. The nominees whose period began prior to 1973 were directors of Williams
since the dates shown.
(2) Includes 4,243 shares held by his spouse, Mr. Blanc disclaims beneficial ownership of
those shares.
(3) Mr. A. Graves Williams, Jr., Mr. Keith P. Williams, and Karen Williams Fox are first
cousins. Mr. Gerald J. Fox is married to Karen Williams Fox. Lida M. Kinnicutt
is the sister of Blaine E. Matthews, Jr. All such persons disclaim beneficial ownership of shares held by any of the foregoing
persons of whom he or she is related.
(4) Does not include 184,585 shares held directly by Mr. Fox's spouse or 16,730 held indirectly by Mr. Fox as trustee
for the benefit of Matthew Fox and H. P. Korn. Mr.Fox disclaims beneficial ownership of those 201,315 shares.
(5) See note (1) under "Certain Beneficial Owners".
(6) Includes 1,150 shares held by his spouse. Mr. Matthews disclaims beneficial ownership of those shares.
(7) Includes 19,734 shares held by his spouse. Mr. Orr disclaims beneficial ownership of those shares.
(8) Includes 3,829 shares held by his spouse. Mr. Williams disclaims beneficial ownership of those shares.
</TABLE>
While there is no reason to believe that any of the persons nominated will,
prior to the date of the meeting, refuse or be unable to accept the nomination,
should any person nominated so refuse or become unable to accept, it is the
intention of the persons named in the proxy to vote for such other person or
persons as the Directors recommend.
BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS
The Board of Directors of the Company consists of one member who is an
executive officer (Robert E. Griffin) and six non-employee members (Yale A.
Blanc, Gerald J. Fox, Blaine E. Matthews, Jr., Robert D. Orr, A. Graves
Williams, Jr., and Keith P. Williams).
During 1994 the Board of Directors had four regularly scheduled meetings.
All Directors attended 100% of the meetings.
The Company has a standing Audit Committee of the Board of Directors.
The Audit Committee is composed of Blaine E. Matthews, Jr. and A. Graves
Williams, Jr. It held one meeting in 1994. The main functions performed by
the Audit Committee are to (1) review with the independent auditors their
observations on internal controls of the Company and the competency of
financial accounting personnel, (2) review with the chief accounting officer
and independent auditors, the accounting for specific items or transactions
as well as alternative accounting treatments and their effects on earnings,
and (3) recommend the firm of independent certified public accountants to be
engaged by the Company.
The Board of Directors has a Compensation Committee consisting of Gerald
J. Fox and A. Graves Williams, Jr. This committee met one time in 1994 to
review salaries and compensation levels within the Company. The Board of
Directors also has a Stock Option Committee consisting of A. Graves Williams,
Jr., Gerald J. Fox and Keith P. Williams. This committee met one time during
1994 to review the granting of options. The Board of Directors has no
nominating committee.
To the best of the Company's knowledge, all of the Company's directors,
officers and 10% or more shareholders have timely filed with the Securities
and Exchange Commission all reports required to be so filed pursuant to
Section 16 of the Securities Exchange Act of 1934 for 1994 with the exception
of one Form 4 filing for the sale of 2,000 shares by Mr. Orr which was filed
late on a Form 5.
<TABLE>
EXECUTIVE COMPENSATION
Summary
The following table is a summary of the compensation paid by the Company to Messrs. Griffin, Reed, and Wilson for the
last three years.
Annual Long Term
<CAPTION> Compensation Compensation
------------------------------------------ ------------
Name and Other Annual Stock All Other
Principal Year Salary Bonus Compensation Options Compensation
Position $ $ $ (2) (# Shares) $ (3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert E. Griffin 1992 110,810 107,620 24,046 ----- 49,730
Chairman, CEO 1993 112,231 101,732 26,302 6,000 57,576
and Director 1994 115,538(1) 44,183 28,769 ----- 6,998
C.W. "Bill" Reed
President and
COO (4) 1994 175,000(1) 74,441 14,385 11,500 7,531
John R. Wilson 1992 70,131 53,974 8,981 4,000 5,188
Vice President 1993 71,230 42,966 9,824 6,000 5,266
and CFO 1994 74,539(1) 29,456 10,745 5,750 5,479
<FN>
(1) Of the amounts shown, the following was deferred pursuant to the Company's 401K retirement
plan; Mr. Griffin ($8,108), Mr.Reed ($9,216) and Mr. Wilson ($6,750). This amount also includes directors fees for
Mr. Griffin ($26,000).
(2) The amounts shown are the interest earned pursuant to the Company's deferred compensation plan.
(3) In 1994, the amounts shown include the Company's contribution to the 401K retirement plan; Mr. Griffin ($5,405), Mr. Reed
($7,075) and Mr. Wilson ($4,500) and the dollar value of the group term life insurance premiums paid by the Company;
Mr. Griffin ($1,593), Mr. Reed ($456) and Mr. Wilson ($979).
(4) Mr. Reed became an executive officer of the Company in 1994. Prior to 1994 he was employed by an Escalade subsidiary.
</TABLE>
<TABLE>
Stock Options
The following table sets forth the information concerning individual grants of options to purchase the Company's Common Stock
made in 1994.
All grants were made pursuant to the Company's 1984 Incentive Stock Option Plan.
INDIVIDUAL GRANTS IN 1994
Potential
Realized
Percent Value at Assumed
<CAPTION> of Total Annual Rates of
Options Options Stock Price
Granted Granted To Exercise Appreciation for
Name (# Employees Price Expiration Option Term
Shares) in Fiscal ($/Share) Date (2)
(1) Year ---------------
5% ($) 10% ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert E. ----- ----- ----- ----- ----- -----
Griffin
C.W. "Bill" 11,500 16.10% $7.25 4/4/99 23,035 50,901
Reed
John R. Wilson 5,750 8.00% $7.25 4/4/99 11,517 25,450
<FN>
(1) Of the options granted, none are exercisable in the first year and then 25% of the grant become exercisable in each of
the next four years. Issued at market price on day of grant.
(2) Calculated based upon assumed stock prices for the Company's common stock of $9.25304 and $11.67620, respectively,
if 5% and 10% annual rates of stock appreciation are achieved over the full term of the option. The potential realizable gain
equals the product of the number of shares underlying the stock option grant and the difference between the assumed stock price
and the exercise price of each option.
</TABLE>
<TABLE>
The following table sets forth the information regarding individual exercises of stock options during 1994:
AGGREGATED OPTION EXERCISES IN 1994 AND YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options At Options At
Acquired 12/31/94 12/31/94
on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
Name (#) $ (1) (#) $ (2)
<S> <C> <C> <C> <C>
Robert E. ----- ----- 1,725/5,175 0/0 (3)
Griffin
C.W. "Bill" 4,400 10,000 4,025/18,975 2,990/2,990
Reed
John R. Wilson 1,100 2,500 4,025/13,225 2,990/2,990
<FN>
(1) Value is calculated by determining the difference between the per share exercise price and the per share fair market
value of the common stock as of the exercise date, multiplied by the number of shares acquired upon the exercise of the options.
(2) The value of unexercised options is calculated by determining the difference between $4.5625 per share, the last
reported sale price of the common stock on the Nasdaq National Market on December 30, 1994, and the exercise price of the option
as of such date, multiplied by the number of shares subject to the option.
(3) All options held by Mr. Griffin have an exercise price of $7.98 per share. Based upon the $4.5625 per share market
price of the common stock on December 30, 1994, these options have no value because the exercise price exceeded the market price.
</TABLE>
Compensation of Directors
During 1994 non-employee Directors of the Company received a retainer of $
5,000 and a regular meeting fee of $2,000 for each meeting attended. The
Chairman of the Audit Committee and the Compensation Committee received a
$1,000 Chairman fee. Directors are reimbursed for their expenses incurred
for attending the meetings.
Mr. Griffin received $18,000 for performing his duties as Chairman of
the Board and for serving on the Board of Directors and its committees.
Mr. Griffin also receives a fee of $2,000 for each meeting attended.
Compensation and Stock Option Committee Report on Executive Compensation
Executive compensation is determined by the Compensation Committee of
the Board of Directors. Stock option grants are determined by the
Stock Option Committee of the Board of Directors. Both committees are
comprised entirely of non-management Directors. Based on the Company's
past compensation practices, the Company does not currently believe that
Section 162 (m) of the Internal Revenue Code, which limits the
deductibility of executive compensation in certain events, will adversely
affect the Company's ability to obtain a tax deduction for compensation paid
to its executive officers.
Report of the Compensation Committee
The Company's compensation package for its executive officers consists
primarily of base salary, incentive profit sharing bonuses and
stock option grants. Stock option grants are determined by the Stock Option
Committee and are discussed under that Committee's separate report.
Base salaries and incentive profit sharing bonuses are determined by this
Committee.
In general, base salary levels are set at the beginning of each year at
the minimum levels believed by this Committee to be sufficient to attract
and retain qualified executives when considered with the other components of
the Company's compensation structure. The primary considerations in
determining whether base salaries will be adjusted is the Company's income
level generated in the previous year and any changes in level of
responsibility. The Committee also subjectively reviews the individual
performance of each executive officer. For 1994, in view of the increased
income from operations to $3,123,243 in 1993 from $1,818,369 in 1992, the
Committee believed that increases in base salaries were appropriate.
However, it was also believed to be advisable that the increases be moderate
until further improvements in sporting goods operations were achieved.
Increases in the base salary level for all executive officers were less than
5%. Consistent with this analysis, this Committee increased the 1994 base
salary of Mr. Griffin, the Company's Chief Executive Officer, by a modest 2%.
This Committee believes that a significant portion of total annual cash
compensation should be subject to the Company's actual performance
achieved in that year. Consequently, the incentive profit sharing bonuses of
the Company's executive officers can be a significant percentage of their
overall compensation. Each of the Company's subsidiaries has in place an
incentive profit sharing plan where the amounts payable thereunder are based
primarily upon the subsidiary's after tax return on equity and after tax
return on assets and, to a lesser degree, upon the results of customer
satisfaction surveys. At the beginning of each year, the Committee reviews,
approves and/or modifies target levels suggested by management for each of
these three components for each subsidiary.
If the subsidiary meets or exceeds its targets in one or more of the
performance components, a bonus pool is created with respect to such
component for payment to the subsidiary's employees. An additional 20% of
any amounts payable under the subsidiary's incentive profit sharing
plan is payable to the Company. The Company in turn distributes the total
incentive compensation received from each subsidiary to the Company's
executive officers based on a pre-determined percentage. The percentage
attributable to each individual executive officer is reviewed by this
Committee on an annual basis and is subjectively determined based on each
executive officer's perceived contributions to the Company. This
Committee established Mr. Griffin's percentage at approximately 30% for 1994.
Accordingly, each executive officer's incentive profit sharing is directly
linked to the performance by each of the Company's operating subsidiaries.
In 1994, the Company's office and graphic arts machines and equipment
subsidiary exceeded its target levels for each of the three incentive
profit sharing components and a bonus pool was created with respect to those
operations. The Company's sporting goods subsidiaries did not meet their
target levels and no bonus pool was created with respect to those operations.
Therefore, the 1994 bonus amounts paid to Mr. Griffin and the Company's other
executive officers were generated entirely from the Company's office and
graphic arts machines and equipment subsidiary.
Gerald J. Fox A. Graves Williams, Jr.
Report of Stock Option Committee
The Stock Option Committee of the Board of Directors determines annual
stock option grants to executive officers and other eligible employees.
Stock options are intended as an incentive to encourage stock ownership by
certain officers and key employees of the Company and its subsidiaries so
that they may acquire or increase their proprietary interest in the success
of the Company.
Generally, incentive stock option grants to executive officers and other
eligible employees are both a reflection of their attainment of Company goals
and of individual performance. The Company goals considered by this
Committee are the same components as considered by the Compensation Committee
in establishing incentive profit sharing targets for subsidiaries, although
this Committee is not required to award any stock option grants even if the
targets are achieved. This Committee retains discretion to review the
Company's performance subjectively in considering whether option awards will
be made in any given year. This Committee also subjectively considers
individual performance, the individual's level of responsibility and past
contributions to the Company and the individual's current ownership of
shares of the Company's common stock. Accordingly, the number of options
awarded to executive officers in any year is determined by this Committee
based upon a combination of all factors and is not derived through the use of
any mathematical formula.
In 1994, this Committee awarded stock options to the Company's executive
officers, other than Mr. Griffin, based upon the performance of the Company's
subsidiaries which on a combined basis increased income from operations to
$3,123,243 in 1993 from $1,818,369 in 1992, and two of which exceeded their
targets in 1993 in return on assets, return on equity and customer
satisfaction and upon the belief that the individual performances of these
officers directly contributed to those achievement levels. Prior to the
award of stock option grants in 1994, Mr. Griffin informed this Committee
that he did not desire to receive additional options in that year. Mr.
Griffin further informed the Committee that his request was due to the
limited remaining number of shares available for grant under the Company's
stock option plan and that he did not want this Committee to be restricted
in making stock option awards to other eligible Company employees prior to
the expiration of the plan in October, 1994.
A. Graves Williams, Jr. Gerald J. Fox Keith P. Williams
Compensation Committee and Stock Option Committee Interlocks
and Insider Participation
In 1994, Messrs. Fox, Graves Williams and Keith Williams were non-employee
Directors of the Company and comprised the Company's Compensation and Stock
Option Committees. No other Director or executive officer of the Company
serves on any board of directors or compensation committee of any entity
which compensates any of Messrs. Fox, Graves Williams or Keith Williams.
Financial Performance
The graph below compares the Company's cumulative shareholder return on
Company common stock to a broad equity market index and to an industry index
for the past five years. The broad equity market index selected by the
Company is the CRSP Total Return Index for The Nasdaq Stock Market
(U.S. Companies) which includes all domestic companies traded on the Nasdaq
market as are the Company's shares. The published industry index selected by
the Company is the Nasdaq Total Return Industry Index for Nasdaq Non-Financial
Stock which is comprised of all Nasdaq traded companies having the standard
industrial classification (SIC) code of 1 through 59 and 70 and above, which
are all of the non-financial industries (SIC) codes. The Company's SIC code
falls within these parameters and the Company is not aware of any other
single company that is engaged in both the same industries as Escalade.
The following graph assumes the investment of $100 in the Company's
common stock on December 29, 1989 and the investment of an equal amount in
each of the above referenced indices.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Escalade 100.00 37.733 55.067 69.600 98.533 60.800
Nasdaq U.S. 100.00 84.918 136.277 158.579 180.933 176.916
Nasdaq Non-Financial 100.00 88.033 141.730 154.916 177.606 170.297
</TABLE>
The Company's line graph has been plotted based upon its actual year end
dates which is the last Saturday in December of each year. The line graphs
for each of the two indices have been plotted based upon the last trading
date in such calender years.
Other Securities Filings
The information contained in this Proxy Statement under the sub-headings
"Compensation and Stock Options Committees" and "Financial Performance" are
not, and should not be deemed to be, incorporated by reference into any prior
filings by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that purport to incorporate future filings or portions
thereof by reference (including this proxy statement).
ITEM NO. 2
APPROVAL OF AUDITORS
The Management proposes and recommends that the Stockholders approve the
selection by the Board of Directors of the firm of Geo. S. Olive & Co.LLC to
serve as independent auditors for the Company for the year 1995. The firm
has served as independent auditors for the Company since 1977. Audit
services performed by Geo. S. Olive & Co.LLC during the fiscal year most
recently completed include examinations of the financial statements of the
Company and its subsidiaries, services related to filings with the Securities
and Exchange Commission, and consultations on matters related to accounting
and financial reporting. Fees for non-audit services were less than 3
percent of audit fees and consisted of assistance in the preparation and
filing of Federal and State Income Tax Returns. Each professional service
either was approved in advance, or was subsequently approved by the Audit
Committee.
In the event the appointment of Geo. S. Olive & Co.LLC, as independent
auditors for 1995 is not approved by the shareholders, the adverse vote will
be considered as a direction to the Board of Directors to select other auditors
for the following year. However, because of the difficulty and expense of
making any substitution of auditors so long after the beginning of the
current year, it is contemplated that the appointment for the year 1995 will
be permitted to stand unless the Board finds other good reason for making a
change. Management recommends a vote "FOR" the approval of the appointment
of Geo. S. Olive & Co.LLC.
RESULTS OF THE 1994 ANNUAL MEETING
3,110,889 shares or 86.6% of the outstanding shares of the Company were
voted in person or by proxy at the 1994 annual meeting which was held
April 22, 1994. The proposals to elect to the Board seven Directors and to
approve the appointment of Geo. S. Olive & Co.LLC to serve as independent
auditors for the Company for the year 1994 were voted "FOR" with less than
0.5% being voted against or withheld.
SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Shareholder proposals for shareholder action at the 1996 annual meeting
must be presented in writing at the offices of the Company on or before
January 15, 1996. Only such proposals as are (1) required by Securities and
Exchange Commission Rules, and are (2) permissible shareholder motions under
the Corporation Law of the State of Indiana will be included on the 1996
meeting docket.
OTHER BUSINESS
The management does not know of any other business to be presented to the
meeting and does not intend to bring any other matters before the meeting.
However, if any matters properly come before the meeting, it is intended that
the persons named in the accompanying Proxy will vote thereon according to
their best judgment and interest of the Company.
By order of the Board of Directors
JOHN R. WILSON
---------------------------------------
JOHN R. WILSON
Vice-President & Chief Financial Officer
