<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[ ] Preliminary Additional Materials ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(e) or sec.240.14a-12
</TABLE>
AERO SERVICES INTERNATIONAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AERO SERVICES INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(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:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AERO SERVICES INTERNATIONAL, INC.
660 NEWTOWN-YARDLEY ROAD
NEWTOWN, PENNSYLVANIA 18940
------------------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF
AERO SERVICES INTERNATIONAL, INC.
TO BE HELD ON WEDNESDAY, MAY 17, 1995
------------------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Aero
Services International, Inc., a Louisiana corporation (the "Company"), is hereby
called to be held at the Harrisburg Hilton and Towers, One North Second Street,
Harrisburg, Pennsylvania 17101, on Wednesday, May 17, 1995 at 10:00 a.m., for
the following purposes:
1. To elect directors to serve for a term of one year and until their
successors are elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent certified public accountants; and
3. To transact such other business as may lawfully come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 12, 1995 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, such meeting.
Whether or not you plan to attend the Annual Meeting in person, please
mark, sign, date and return the enclosed proxy so that your shares will be
represented at the meeting. A postage pre-paid, self-addressed return envelope
is enclosed for your convenience in returning the proxy.
CHRISTOPHER M. CICCONI
Secretary
Dated: April 26, 1995
<PAGE> 3
AERO SERVICES INTERNATIONAL, INC.
660 NEWTOWN-YARDLEY ROAD
NEWTOWN, PENNSYLVANIA 18940
------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished on or about April 26, 1995 to the
shareholders of Aero Services International, Inc. (the "Company") in connection
with the solicitation of proxies by the Board of Directors of the Company for
use at the Annual Meeting of Shareholders to be held at the Harrisburg Hilton
and Towers, One North Second Street, Harrisburg, Pennsylvania 17101, on
Wednesday, May 17, 1995 at 10:00 a.m., and at any adjournment or adjournments
thereof (the "Annual Meeting"). A Notice of Annual Meeting is attached hereto
and a proxy card accompanies this Proxy Statement.
When a proxy in the accompanying form is properly executed and returned,
the shares represented thereby will be voted at the Annual Meeting in accordance
with the instructions marked thereon. All executed but unmarked proxies that are
returned will be voted FOR the election of each of the director nominees for
whom the shares represented by such proxy are entitled to vote, and FOR the
resolution ratifying and approving the Board of Directors' appointment of KPMG
Peat Marwick LLP as the Company's independent certified public accountants for
fiscal years ended September 30, 1994 and September 30, 1995. If any other
matters are properly brought before the Annual Meeting, the person(s) named in
the accompanying proxy will vote the shares represented by such proxy in
accordance with their own judgment on such matters.
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted by submitting a later-dated proxy, by giving written notice
of such revocation to the Secretary of the Company, provided that such written
notice is received by the Secretary prior to the Annual Meeting, or upon request
if the shareholder is present at the Annual Meeting and chooses to vote in
person.
ELECTION OF DIRECTORS
Five (5) directors are to be elected at the Annual Meeting to serve terms
of one year or until their successors are duly elected and qualified. In
accordance with the Articles of Incorporation and Bylaws of the Company, holders
of Common Stock will elect three (3) regular directors in one election, and
holders of Series A Preferred Stock will elect two (2) directors in a separate
election to serve in the designated director positions. A plurality of the votes
cast, in person or by proxy, is required for election. Absent contrary
instructions, shares represented by properly executed proxies in the
accompanying form will be voted FOR the nominees named below. Any shareholder
who wishes to withhold authority from the proxy holders to vote for the election
of directors or to withhold authority to vote for any additional individual
nominee may do so by marking his proxy to that effect.
All persons named herein as nominees for director have consented to serve
and it is not contemplated that any nominee will be unable to serve as a
director. If such event should occur, however, the proxies will be voted by the
proxy holders for such other person or persons as may be designated by the
present Board of Directors.
The names of the Board's nominees and certain information about them are
set forth below. All nominees are presently serving as directors of the Company.
<PAGE> 4
NOMINEES FOR REGULAR DIRECTORS:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
---- --- -----
<S> <C> <C>
R. Ted Brant.................................... 48 1994
Wallace E. Congdon.............................. 67 1993
Maurice Lawruk.................................. 62 1994
</TABLE>
NOMINEES FOR DESIGNATED DIRECTORS:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
---- --- -----
<S> <C> <C>
Bobby Ray Adkins................................ 48 1994
William R. Dimeling............................. 53 1987
</TABLE>
BOBBY RAY ADKINS was elected to the Board of Directors on May 20, 1994. Mr.
Adkins is Vice President of Operations of Transtech Holding Company, Inc. and of
Transportech Corporation, and has served as Secretary and Treasurer of Valley
Air Services, Inc. since 1989. Mr. Adkins holds Associate degrees in Accounting,
Business Administration and Law Enforcement, and is a licensed commercial pilot
and certified flight instructor.
R. TED BRANT was elected to the Board of Directors on May 20, 1994, and was
appointed Chairman and Chief Executive Officer on May 31, 1994. As a member of
the Board, he also serves as a member of the Executive Committee and the Human
Resources/Compensation Committee. Mr. Brant has been a Director and Vice
Chairman of Piedmont Aviation Services, Inc. since 1992, and President and Chief
Executive Officer of Valley Air Services, Inc. since 1989. Mr. Brant also serves
on the Board of Directors of Transtech Holding Company, Inc. Mr. Brant has
experience in industrial, construction, and engineering management and holds a
B.S. degree in Mechanical Engineering from West Virginia University. Mr. Brant
holds a pilot license.
WALLACE E. CONGDON was appointed President by the Board effective January
1, 1993, and was subsequently elected to the Board on June 1, 1993. As a member
of the Board, he also serves on the Human Resources/Compensation Committee. Mr.
Congdon joined the Company in December 1987 as General Manager of the Company's
fixed base operations facility in Chicago. In August 1988, he was elected as
Vice President of Facilities and Line Services. Before joining the Company, Mr.
Congdon owned his own company, Congdon Airmotive, in Atlanta, Georgia.
WILLIAM R. DIMELING was elected to the Board of Directors in April, 1987.
As a member of the Board, he also serves as a member of the Human
Resources/Compensation, Audit, Executive, and Independent Directors Committees.
Since 1983, he has been a partner in the investment firm of Dimeling, Schreiber
and Park in Philadelphia, Pennsylvania. From 1976 through 1983, Mr. Dimeling
served as Executive Vice President of Reading Company. Mr. Dimeling presently
serves as a Director and the Chairman of the Board of Guaranty Bancshares
Corporation. Mr. Dimeling is also a trustee of the Pennsylvania Real Estate
Investment Trust.
MAURICE LAWRUK was elected to the Board of Directors on May 20, 1994. As a
member of the Board, he also serves on the Audit Committee. Mr. Lawruk is Vice
President of Valley Air Services, Inc., and serves on the Board of Directors of
Transtech Holding Company, Inc. and Piedmont Aviation Services, Inc. Mr. Lawruk
also serves as Chairman of a construction company which he founded in 1967. Mr.
Lawruk previously served for eight years on the Board of the Pennsylvania
Industrial Development Authority.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
BOARD'S NOMINEES FOR DIRECTOR.
2
<PAGE> 5
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors is constituted by three (3) regular directors and
two (2) designated directors. Regular directors are elected by the holder's of
the Company's Common Stock. Designated directors are elected by the holders of
the Company's Series A Preferred Stock, as hereinafter described. From the last
Annual Meeting of Shareholders through May 20, 1994, Mr. Wallace E. Congdon, Mr.
Richard J. Hatchett, III and Mr. Clark R. Van Nostrand served as regular
directors and Mr. William R. Dimeling and Mr. John L. Pugh served as designated
directors. As of May 20, 1994, Messrs. Hatchett, Van Nostrand and Pugh resigned
from the Board of Directors and the Board elected Mr. R. Ted Brant and Mr.
Maurice Lawruk as regular directors and Mr. Bobby Ray Adkins as a designated
director.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended September 30, 1994, the Board of Directors
met, or acted by written consent, 10 times. Each director attended more than 75%
of the meetings of, and participated in 100% of the actions by written consent
taken by, the Board of Directors during the period for which he served as a
director. Each director attended more than 75% of the meetings, and participated
in 100% of the actions by written consent taken by, the committees on which he
served during the period for which he served as a director.
COMPENSATION OF DIRECTORS
From October 1993 through May 1994, directors, excluding those who were
also officers or employees of the Company, were eligible to receive $15,000
annually plus $1,000 per meeting attended as compensation for their services as
directors. On May 31, 1994, the Board suspended indefinitely any compensation
for directors in their capacity as directors, excluding Mr. Dimeling, who had
been receiving compensation under the previous arrangement. Not all of these
fees have been paid through September 30, 1994, but have been accrued in the
Company's financial statements.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee, a Human
Resources/Compensation Committee, an Audit Committee, and an Independent
Directors Committee. On May 31, 1994, the Board eliminated the then-existing
Extraordinary Transactions Committee.
EXECUTIVE COMMITTEE. From January 1, 1993 through May 31, 1994, the
Executive Committee, consisting of Messrs. Pugh, Dimeling and Hatchett, served
as the Chief Executive Officer of the Company. Effective May 31, 1994, Mr. Brant
was elected to serve as Chief Executive Officer. On May 31, 1994, Mr. Brant was
also appointed as a member of the Executive Committee which, following the
resignations of Messrs. Pugh and Hatchett, currently consists of Messrs. Brant
and Dimeling. The Executive Committee is authorized to act in the absence of the
Chief Executive Officer. However, the Board has determined that while an
individual serves as Chief Executive Officer the Executive Committee shall be
inactive.
HUMAN RESOURCES/COMPENSATION COMMITTEE. The Human Resources/Compensation
Committee advises the Board with respect to human resources and compensation
matters, including compensation of officers. Through May 20, 1994 of the
Company's last fiscal year, Messrs. Pugh, Dimeling and Van Nostrand were members
of the Human Resources/Compensation Committee. On May 31, 1994, the committee
was reconstituted and is currently comprised of Messrs. Brant, Dimeling and
Congdon.
AUDIT COMMITTEE. The Audit Committee reviews the Company's financial
statements, financial systems and internal audit controls, reviews the
activities and fees of the Company's independent auditor, and performs such
other activities in connection with the Company's financial controls as may be
directed by the Board. Through May 20, 1994 of the Company's last fiscal year,
Messrs. Dimeling, Hatchett and Van Nostrand served on the Audit Committee. Since
May 31, 1994, Messrs. Dimeling and Lawruk have constituted the Audit Committee.
3
<PAGE> 6
INDEPENDENT DIRECTORS COMMITTEE. Prior to May 20, 1994, the Independent
Directors Committee was composed of Messrs. Dimeling, Hatchett and Van Nostrand,
being those directors who were neither employees nor officers of the Company or
of Triton Energy Corporation. Since May 31, 1994, the Independent
Directors Committee has been comprised of directors who are neither employees
nor officers of the Company or of Transtech Holding Company, Inc. Currently, Mr.
Dimeling is the only member of the Independent Directors Committee. This
committee is currently inactive.
EXTRAORDINARY TRANSACTIONS COMMITTEE. Prior to May 20, 1994, the
Extraordinary Transactions Committee was comprised of Messrs. Pugh, Hatchett and
Congdon. The purpose of the committee was to review and make recommendations to
the Board regarding proposed transactions not in the ordinary course of
business, including any proposed mergers, joint ventures, sales or acquisitions.
Effective May 31, 1994, the Board voted to eliminate this committee and to
return all functions previously delegated to the Extraordinary Transactions
Committee to the full Board.
EXECUTIVE OFFICERS OF THE COMPANY
The following information is provided for the executive officers of the
Company. The executive officers are appointed annually by the Board of Directors
and serve at the discretion of the Board.
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
R. Ted Brant 48 Chief Executive Officer;
Chairman of the Board of Directors;
Director
Wallace E. Congdon 67 President;
Chief Operating Officer;
Director
Paul R. Slack 54 Treasurer; Assistant Secretary;
Chief Accounting Officer;
Controller
</TABLE>
PAUL R. SLACK joined the Company in December 1987 as Senior Internal
Auditor and was named Controller in May 1989. In February 1991, the Board named
Mr. Slack as Chief Accounting Officer and Controller. Subsequently, in November
1991, Mr. Slack was named Assistant Secretary of the Company. On May 31, 1994,
in addition to his other offices, Mr. Slack was named Treasurer of the Company.
From 1981 until joining the Company, Mr. Slack was Senior Tax Accountant for the
accounting firm of Gilbert and Gilbert in Newtown, Pennsylvania. Previously he
served as Controller of Delta Truck Body, Inc. in Montgomeryville, Pennsylvania.
For additional information regarding Messrs. Brant and Congdon, please
refer to the "Election of Directors" section of this Proxy Statement.
EXECUTIVE COMPENSATION
The following table sets forth information regarding the annual
compensation for services in all capacities to the Company for the fiscal years
ended September 30, 1994, 1993, and 1992 of the Chief Executive Officer, and for
those individuals serving on the Executive Committee during the period in which
the Executive Committee served as Chief Executive Officer. No executive officer
of the Company received compensation exceeding $100,000 for fiscal year ended
September 30, 1994.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
-------------------- AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION
--------------------------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
R. Ted Brant, 1994 -0- -0- -0- -0-
Chairman and Chief 1993 N/A N/A N/A N/A
Executive Officer(1) 1992 N/A N/A N/A N/A
William R. Dimeling, 1994 $ 28,750(4) -0- -0- -0-
Member of Executive 1993 $ 32,750(4) -0- -0- -0-
Committee(3) 1992 $ 26,750 -0- -0- -0-
Richard J. Hatchett, 1994 $ 31,750(4) -0- -0- -0-
Member of Executive 1993 $ 33,750(4) -0- -0- -0-
Committee(3) 1992 $ 23,750 -0- -0- -0-
John L. Pugh, 1994 $ 28,750(4) -0- -0- -0-
Chairman, Member of 1993 $ 38,942(4) -0- -0- 13(2)
Executive Committee(3)(5) 1992 $126,105(4) $25,000 -0- 361(2)
<FN>
- - ---------
(1) Mr. Brant was appointed Chairman and Chief Executive Officer on May 31,
1994, and served in those capacities without compensation through the
conclusion of fiscal year ended September 30, 1994.
(2) Company contribution to 401(k) retirement plan.
(3) From January 1993 through May 20, 1994, the Executive Committee, consisting
of Messrs. Dimeling, Hatchett and Pugh, served as Chief Executive Officer of
the Company.
(4) Includes fees for attendance at meetings of the Board of Directors while
serving as, or in the capacity of, Chief Executive Officer.
(5) Mr. Pugh served as President and Chief Executive Officer from January 1991
through December 1992, and Chairman from January 1993 until his resignation
in May 1994.
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company made no option/SAR grants to named executive officers during
fiscal year ended September 30, 1994. However, effective January 1, 1994,
options previously granted to Mr. Pugh to acquire 150,000 shares of Common Stock
were extended for a period of five years.
5
<PAGE> 8
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR-
SHARES FISCAL YEAR-END(#) END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- - ---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
R. Ted Brant,
Chairman and
Chief Executive Officer(2) -0- -0- 0/0 $0.00/$0.00
William R. Dimeling,
Member of Executive
Committee(3) -0- -0- 0/0 $0.00/$0.00
Richard J. Hatchett,
Member of Executive
Committee(3) -0- -0- 0/0 $0.00/$0.00
John L. Pugh,
Chairman, Member of
Executive Committee(3)(4)(5) -0- -0- 150,000/0 $0.00/$0.00(1)
<FN>
- - ---------
(1) Market Value of underlying securities at exercise, minus the exercise or
base price. "Spread" calculated by subtracting the exercise or base price
($.1410) from the bid price of underlying securities ($.0625) as of the
fiscal year-end.
(2) Mr. Brant was appointed Chairman and Chief Executive Officer on May 31,
1994.
(3) From January 1993 through May 20, 1994, the Executive Committee, consisting
of Messrs. Dimeling, Hatchett and Pugh, served as Chief Executive Officer of
the Company.
(4) Mr. Pugh served as President and Chief Executive Officer from January 1991
through December 1992, and Chairman from January 1993 until his resignation
in May 1994.
(5) Effective January 1, 1994, the Human Resources/Compensation Committee
authorized the extension of the term of Mr. Pugh's options for five years.
</TABLE>
6
<PAGE> 9
REPORT ON EXECUTIVE COMPENSATION
Under the rules established by the Securities and Exchange Commission
("SEC"), the Company is required to provide certain information regarding
compensation and benefits provided to the Company's executive officers, and to
submit a report explaining the compensation policies applicable to executive
officers. The Human Resources/Compensation Committee, at the direction of the
Board of Directors, has, therefore, prepared the following report for inclusion
in this Proxy Statement.
POLICIES
The Human Resources/Compensation Committee of the Board makes
recommendations to the Board of Directors regarding the cash compensation, bonus
awards and stock options for the Company's officers, including the Chief
Executive Officer. All recommendations must be approved by the full Board of
Directors. As of the conclusion of fiscal year ended September 30, 1994, the
members of the Committee consisted of Messrs. Brant, Dimeling and Congdon. Mr.
Congdon is employed as President of the Company. Mr. Brant is Chief Executive
Officer of the Company, but received no compensation for serving in that
capacity during fiscal year ended September 30, 1994. Mr. Dimeling is not an
employee of the Company.
The Committee's compensation policies applicable to the Company's executive
officers are directed to retaining and rewarding executives who demonstrate
their capacity to lead the Company in achieving its business objectives in an
industry characterized by change, competitiveness and complexity. Compensation
is linked to, and differentiates among, individual contribution and performance.
The Committee also seeks to motivate senior officers to achieve strategic
business objectives, to provide compensation opportunities which are comparable
to those offered by other companies in the general aviation industry, and to
align the interests, of these executives with the long term interests of
shareholders through award opportunities that can result in ownership of Common
Stock. A substantial portion of each executive's compensation is at risk.
Annual compensation for key executive officers consists of three elements:
(i) salary, determined by individual contribution and performance;
(ii) annual cash bonus incentive, which is directly tied to Company or
business unit performance over the last year; and
(iii) stock options/tandem SARs, based on longer term actions and
contributions to the overall business during the year. These options vest
over a three year period, which links their value directly to the price of
the Company's Common Stock over time and connects the executive's
perspective directly with the perspective of an owner with an equity stake
in the business.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
From January 1, 1993 through May 31, 1994, the Company's Executive
Committee served as Chief Executive Officer. During this time, no compensation
was paid to members of the Executive Committee beyond fees paid to directors. On
May 31, 1994, Mr. Brant was appointed Chief Executive Officer, and served in
that capacity without compensation through the conclusion of fiscal year ended
September 30, 1994.
The Human Resources/Compensation Committee.
R. Ted Brant
Wallace E. Congdon
William R. Dimeling
7
<PAGE> 10
PERFORMANCE GRAPH
The following is a line graph comparing the yearly percentage change in the
Company's cumulative total shareholder return on Common Stock for the last five
fiscal years as compared with the cumulative total return of the Russell 2000
Index for the same period assuming reinvestment of dividends and also compared
with the cumulative total return of the Dow Jones Transportation Index, also
assuming reinvestment of dividends and also for the same period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG AERO, RUSSELL 2000 INDEX, AND
DOW TRANSPORTATION INDEX(1)
<TABLE>
<CAPTION>
AERO SERVICES
MEASUREMENT PERIOD INTERNATIONAL, DOW TRANS-
(FISCAL YEAR COVERED) INC. PORTATION RUSSELL 2000
<S> <C> <C> <C>
1989 100 100 100
1990 26.04 58.83 72.16
1991 11.24 84.93 113.56
1992 5.33 92.31 122.83
1993 4.14 119.21 152.55
1994 3.55 111.10 155.97
<FN>
- - ---------
(1) Assumes $100 invested on October 1, 1989 in Aero Common Stock, Russell 2000
Index, and Dow Transportation Index; measured at fiscal years ending
September 30. Total return assumes reinvestment of dividends.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From October 1, 1993 through May 20, 1994, the Company's Human
Resources/Compensation Committee consisted of Messrs. Pugh, Dimeling and Van
Nostrand. During such time, Messrs. Pugh, Dimeling and Van Nostrand were not
employed by the Company or any of its subsidiaries, and neither Mr. Van
Nostrand, nor Mr. Dimeling nor Mr. Pugh had any direct or indirect material
interest in any transaction or proposed transaction to which the Company was a
party, except that Mr. Pugh served as President of Triton Air Holdings, a wholly
owned subsidiary of Triton Energy Corporation. During fiscal years 1993 and
1992, respectively, the Company paid $4,804,000 and $4,663,000 to Triton Fuel
Group, primarily for purchases of fuel. As of October 1, 1993, the Company had
outstanding payables to Triton Fuel Group of $1,177,000, which payables were
satisfied during fiscal year ended September 30, 1994.
Commencing on May 31, 1994 through the conclusion of fiscal year ended
September 30, 1994, the Company's Human Resources/Compensation Committee has
consisted of Messrs. Brant, Congdon and Dimeling. Mr. Congdon is employed as
President of the Company. Mr. Brant is Chief Executive Officer of the Company,
but received no compensation for serving in that capacity during fiscal year
ended September 30, 1994. Mr. Dimeling is not an employee of the Company. All of
these members are directors of the Company.
8
<PAGE> 11
No member of the Human Resources/Compensation Committee had any direct or
indirect material interest in any transaction or proposed transaction to which
the Company was a party, except that, as otherwise disclosed in this Proxy
Statement and in the Company's Annual Report on Form 10-K, Mr. Brant is an
executive officer, director and shareholder of Transtech Holding Company, Inc.
Transtech is the holder of: (i) promissory notes originally made payable by the
Company to Triton Energy Corporation, and having a current outstanding aggregate
principal balance of $8,700,000 (the "Triton Notes"); and (ii) a promissory note
originally made payable by the Company to Whitney National Bank of New Orleans,
and having a current outstanding principal balance of $6,910,000 (the "Whitney
Note"). See "Related Transactions" in this Proxy Statement. Additionally, (i) in
May 1994 Transtech extended a $300,000 line of credit to the Company, which has
been fully repaid, (ii) in connection with a loan to Transtech by Exxon Company,
U.S.A., a division of Exxon Corporation, a New Jersey corporation ("Exxon"), the
Company granted Exxon a leasehold mortgage with respect to the Company's fixed
base operations facility located at the Tri-City Airport, Freeland, Michigan,
and (iii) in exchange for a payment by the Company, Transtech assumed the
Company's obligations on a promissory note, with an outstanding principal
balance of $139,053.85, made payable by the Company to Avfuel Corporation. See
"Related Transactions" in this Proxy Statement.
COMPENSATION PURSUANT TO PLANS
The Company has an Employees Tax Sheltered Retirement Plan meeting the
requirements of Section 401(k) of the Internal Revenue Code (the "Plan"). All
regular, full time employees with one or more years of service are eligible to
participate in the Plan. The Plan provides for voluntary contributions by a
participant of up to 15% of the participant's salary subject to the maximum
amounts allowable from time to time by the Internal Revenue Service. The Company
makes a matching contribution of 25% of that portion of the participant's
contribution which does not exceed 2% of the participant's salary. Employee
contributions are fully vested. Participants become vested in Company
contributions after one year of participation in the Plan. In general, subject
to provisions permitting hardship withdrawals and certain loans, the vested
amount in a participant's account may only be withdrawn after the participant
reaches age 59 1/2, or upon the participant's death, termination of employment,
disability or retirement. The Company's contributions to the plan for the fiscal
years ended September 30, 1992, 1993 and 1994 were not material.
The Company has also provided for the payment of two types of bonuses to
selected employees of the Company. First, as approved by the Human
Resources/Compensation Committee, the Company has established an incentive plan
for operating managers, including department managers, general managers, and
vice presidents. Under this plan, each operating manager is eligible to earn
incentive payments based on achievement of certain operating and revenue targets
established at the beginning of the fiscal year. For targets achieved during
fiscal year ended September 30, 1994, the Company granted $50,134 to various
operating managers. Second, on recommendation by the Human
Resources/Compensation Committee, the Board of Directors may authorize
additional bonuses for certain executive and selected staff employees based on
achievement of specified operating or programmatic objectives established at the
beginning of the fiscal year. The Company granted no bonuses under this plan
during fiscal year ended September 30, 1994.
VOTING SECURITIES AND RECORD DATE
The Board of Directors has fixed the close of business on April 12, 1995 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting (the "Record Date"). As of the Record Date, there
were outstanding, 6,998,052 shares of the Company's common stock, no par value
("Common Stock"), and 269,185 shares of the Company's Series A Cumulative
Convertible Preferred Stock ("Series A Preferred Stock"). As of the Record Date,
no shares of the Company's Series B Convertible Preferred Stock ("Series B
Preferred Stock") were outstanding. Each share of Common Stock is entitled to
one vote on all matters to be presented at the Annual Meeting except the
election of two (2) designated directors as described herein. The holders of
Series A Preferred Stock, voting separately as a class, are entitled to the
exclusive right to elect the two (2) directors to serve as designated directors.
In all other respects, the Series A Preferred Stock is non-voting at the
meeting. See "Election of Directors." When there are shares of
9
<PAGE> 12
Series B Preferred Stock outstanding, the holders of the Company's Series B
Preferred Stock are entitled to vote on the basis of six (6) votes per share
with the holders of Common Stock on all matters for which holders of Common
Stock may vote.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
The following tables set forth, as of the Record Date, information with
respect to stock ownership in the Company by each person known by the Company to
be the beneficial owner of more than 5% of the Company's outstanding Common
Stock or Series A Preferred Stock.
<TABLE>
<CAPTION>
AMOUNT AND
AMOUNT AND NATURE OF PERCENT
NATURE OF PERCENT OWNERSHIP OF OF CLASS OF
BENEFICIAL OF CLASS SERIES A SERIES A
NAME AND ADDRESS OWNERSHIP OF OF COMMON PREFERRED PREFERRED
OF BENEFICIAL OWNER(1) COMMON STOCK STOCK STOCK(2) STOCK
- - ---------------------- ------------ ----- -------- -----
<S> <C> <C> <C> <C>
Transtech Holding Company, Inc. 3,407,693(3)(4)(5) 42.2% 93,947(3) 34.9%
1331 Twelfth Avenue, Suite 109
Altoona, PA 16601
Triton Energy Corporation 538,372(6) 6.7% 134,593 50.0%
6688 North Central Expressway
Suite 1400
Dallas, TX 75206
Robert L. Starer 1,001,000(7) 14.5% -0- -0-
6555 Skyline Drive
Delray Beach, FL 33446
John F. Bricker 401,038 5.7% -0- -0-
826 Union Street, Suite 300
New Orleans, LA 70112
F.P. Quinn Trading Company 114,500(8) 1.6% 28,625 10.6%
401 South LaSalle St., Suite
701
Chicago, IL 60605
Alinco, S.A. 327,990(9) 4.7% -0- -0-
c/o Faust, Rabbach & Stanger
488 Madison Avenue
New York, New York 10022
Cesamar, S.A. 327,990(9) 4.7% -0- -0-
c/o Faust, Rabbach & Stanger
488 Madison Avenue
New York, New York 10022
Project Bond Limited 327,990(9) 4.7% -0- -0-
c/o Faust, Rabbach & Stanger
488 Madison Avenue
New York, New York 10022
<FN>
- - ---------
(1) Except as otherwise noted, the shareholders listed exercise sole voting and
investment power, subject to community property laws where applicable.
</TABLE>
10
<PAGE> 13
(2) On or about June 30, 1988, the holders of Series A Preferred shares became
entitled (pursuant to the Articles of Incorporation of the Company), voting
separately as a class, to elect two (2) directors, to serve on the Board in
designated positions as a result of the Company's failure to pay six
quarterly dividends on the Series A Preferred Stock. Under the Articles of
Incorporation, the holders of Series A Preferred Stock cannot vote with
Common Stock for the election of the Company's regular directors while
entitled to elect directors to serve in the designated positions.
(3) Represents securities acquired from Triton Energy Corporation and Pacific
Basin Company on May 20, 1994. See "Acquisition by Transtech Holding
Company, Inc." in this Proxy Statement.
(4) Includes 1,500,000 shares of Common Stock issued to Triton Energy
Corporation, on May 20, 1994, on the conversion of 250,000 shares of Series
B Preferred Stock. Also includes 375,788 shares of Common Stock issuable on
conversion of 93,947 shares of Series A Preferred Stock.
(5) Does not include 538,372 shares of Common Stock issuable on conversion of
134,593 shares of Series A Preferred Stock owned by Triton Energy
Corporation, with respect to which shares Triton has appointed Transtech as
proxy to vote until May 20, 1997, subject to certain restrictions. Transtech
disclaims beneficial ownership of these shares.
(6) Includes 538,372 shares of Common Stock issuable on conversion of 134,593
shares of Series A Preferred Stock, which shares are owned by Triton Energy
Corporation. Triton has appointed Transtech as proxy to vote such shares
until May 20, 1997, subject to certain restrictions.
(7) Includes (i) 1,000,000 shares of Common Stock that Mr. Starer has a right to
acquire pursuant to stock options and (ii) 1,000 shares of Common Stock
acquired by Mr. Starer in open market purchases.
(8) Includes 114,500 shares of Common Stock issuable on conversion of 28,625
shares of Series A Preferred Stock.
(9) Alinco, S.A., Cesamar, S.A., and Project Bond Limited consider themselves a
"group" within the meaning of Rule 13d of the Securities and Exchange
Commission.
ACQUISITION BY TRANSTECH HOLDING COMPANY, INC.
Pursuant to a purchase agreement between Transtech Holding Company, Inc.
("Transtech"), Triton Energy Corporation ("Triton") and Pacific Basin
Corporation, a wholly owned subsidiary of Triton ("Pacific Basin"), on May 20,
1994 Transtech acquired: (i) 2,892,483 shares of the Company's Common Stock from
Triton; (ii) 139,422 shares of the Company's Common Stock from Pacific Basin;
(iii) 33,397 shares of the Company's Series A Preferred Stock from Triton; and
(iv) 60,550 shares of the Company's Series A Preferred Stock from Pacific Basin.
The 93,947 shares of Series A Preferred stock acquired, in the aggregate, from
Triton and Pacific Basin are convertible into 375,788 shares of Common Stock.
Included in the holdings acquired by Transtech are 1,500,000 shares of Common
Stock issued to Triton on May 20, 1994 on the conversion of 250,000 shares of
Series B Preferred Stock. As a result of the above-described acquisition,
Transtech is the owner of 42.2% of the Company's Common Stock (including shares
issuable on conversion of Series A Preferred Stock), and 34.9% of the Company's
Series A Preferred Stock. In addition to its holdings of the Company's
securities, Transtech purchased from Triton (i) promissory notes originally made
payable by the Company to Triton, and having a current outstanding aggregate
principal balance of $8,700,000; and (ii) a promissory note originally made
payable by the Company to Whitney National Bank of New Orleans, having a current
outstanding principal balance of $6,910,000. The consideration paid by Transtech
to Triton and Pacific Basin was $1,500,000. Transtech's acquisition was funded
by a loan from Exxon Company, U.S.A., a wholly owned subsidiary of Exxon
Corporation, a New Jersey corporation.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of the Record Date, information with
respect to ownership of Common Stock and Series A Preferred Stock by (i) each
director and director-nominee of the Company, and (ii) all
11
<PAGE> 14
officers and directors of the Company as a group. This information was furnished
to the Company by its officers and directors or is based upon public SEC filings
by such persons.
<TABLE>
<CAPTION>
AMOUNT AND
AMOUNT AND NATURE OF PERCENT
NATURE OF PERCENT OWNERSHIP OF OF CLASS OF
BENEFICIAL OF CLASS SERIES A SERIES A
OWNERSHIP OF OF COMMON PREFERRED PREFERRED
NAME OF BENEFICIAL OWNER(1) COMMON STOCK STOCK STOCK STOCK
- - --------------------------- ------------ ----- ----- -----
<S> <C> <C> <C> <C>
Bobby Ray Adkins -0-(2) -0- -0-(3) -0-
R. Ted Brant -0-(4) -0- -0-(5) -0-
Wallace E. Congdon 50,000(6) * -0- -0-
William R. Dimeling 4,000(7) * 1,000 *
Richard J. Hatchett(8) -0- -0- -0- -0-
Maurice Lawruk -0-(9) -0- -0-(10) -0-
John L. Pugh(8) 150,000(11) 2.0% -0- -0-
Clark Van Nostrand(8) -0- -0- -0- -0-
All Officers and Directors
as a group (includes 8
persons) 74,000(12) * 1,000(13) *
<FN>
- - ---------
* Denotes ownership of less than 1% of the indicated class.
(1) Except as otherwise noted, the shareholders listed exercise sole voting and
investment power, subject to community property laws where applicable.
(2) Does not include 3,407,693 shares of Common Stock (which includes 375,788
shares of Common Stock issuable on conversion of 93,947 shares of Series A
Preferred Stock) owned by Transtech Holding Company, Inc., in which Mr.
Adkins owns a 7% equity interest. Mr. Adkins disclaims the beneficial
ownership of these shares.
(3) Does not include 93,947 shares of Series A Preferred Stock owned by
Transtech Holding Company, Inc., in which Mr. Adkins owns a 7% equity
interest. Mr. Adkins disclaims the beneficial ownership of these shares.
(4) Does not include 3,407,693 shares of Common Stock (which includes 375,788
shares of Common Stock issuable on conversion of 93,947 shares of Series A
Preferred Stock) owned by Transtech Holding Company, Inc., in which Mr.
Brant owns a 40% equity interest. Mr. Brant disclaims the beneficial
ownership of these shares.
(5) Does not include 93,947 shares of Series A Preferred Stock owned by
Transtech Holding Company, Inc., in which Mr. Brant owns a 40% equity
interest. Mr. Brant disclaims the beneficial ownership of these shares.
(6) Represents 50,000 shares of Common Stock that Mr. Congdon has a right to
acquire pursuant to stock options.
(7) Represents 4,000 shares of Common Stock issuable on conversion of 1,000
shares of Series A Preferred Stock.
(8) Resigned as director effective May 20, 1994.
(9) Does not include 3,407,693 shares of Common Stock (which includes 375,788
shares of Common Stock issuable on conversion of 93,947 shares of Series A
Preferred Stock) owned by Transtech Holding Company, Inc., in which Mr.
Lawruk owns a 40% equity interest. Mr. Lawruk disclaims the beneficial
ownership of these shares.
(10) Does not include 93,947 shares of Series A Preferred Stock) owned by
Transtech Holding Company, Inc., in which Mr. Lawruk owns a 40% equity
interest. Mr. Lawruk disclaims the beneficial ownership of these shares.
</TABLE>
12
<PAGE> 15
(11) Represents 150,000 shares of Common Stock that Mr. Pugh has a right to
acquire pursuant to stock options. These options were initially granted
pursuant to Mr. Pugh's employment arrangement with the Company effective
January 1, 1991, and were extended for an additional five year period
effective January 1, 1994.
(12) Does not include the holdings of Mr. Pugh, who resigned in May, 1994. Does
not include 3,407,693 shares of Common Stock (which includes 375,788 shares
of Common Stock issuable on conversion of 93,947 shares of Series A
Preferred Stock) owned by Transtech Holding Company, Inc. See sections
titled "Certain Transactions with Management" and "Executive Compensation."
(13) Includes the holdings of Mr. Dimeling as hereinabove set forth. Does not
include 93,947 shares of Series A Preferred Stock owned by Transtech
Holding Company, Inc.
CERTAIN TRANSACTIONS WITH MANAGEMENT
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Based upon a review of Forms 3 and 4 and any amendments thereto furnished
to the Company during its most recent fiscal year and a review of Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, the Company is unaware of any failure by an officer or director to
file a required Form.
RELATED TRANSACTIONS
During December 1989, the Company entered into an amended and restated loan
agreement with Whitney National Bank of New Orleans. In connection with that
agreement, Triton Energy Corporation agreed to provide certain financial
guarantees in an amount determined by formula. The Company agreed to compensate
Triton for its guarantee. On September 30, 1993, Triton purchased the loan
agreement from Whitney National Bank of New Orleans with a principal balance due
of $6,910,000. On May 20, 1994, Transtech Holding Company, Inc. purchased the
loan agreement from Triton with a principal balance due of $6,910,000, plus
accrued but unpaid interest. Accrued but unpaid interest in the amount of
$287,915 was forgiven by Transtech as of May 20, 1994.
Beginning in May, 1990, Triton made cash advances to the Company with
interest at the prime rate plus 2% pursuant to promissory notes authorized by
the non-Triton members of the Company's Board of Directors. As of May 20, 1994,
the aggregate amount of the advances by Triton to the Company totalled
$8,700,000, plus accrued interest of $1,938,867. On May 20, 1994, Transtech
purchased the Triton Notes from Triton, and forgave the accrued but unpaid
interest.
On May 13, 1994, The Company and Transtech entered into a revolving credit
loan agreement pursuant to which Transtech agreed to lend up to $300,000 to the
Company on a revolving basis (the "Transtech Loan"). The total amount of
principal extended pursuant to this loan was $300,000. During fiscal year ended
September 30, 1994 the Company repaid Transtech the entire $300,000 of
principal. Interest accrued on account of the Transtech Loan, in the amount of
$8,225, was paid by the Company to Transtech in December 1994.
On May 20, 1994, the Company granted Exxon Company, U.S.A., a division of
Exxon Corporation, a New Jersey corporation a leasehold mortgage with respect to
the Company's fixed base operations facility located at the Tri-City Airport,
Freeland, Michigan (the "Saginaw Mortgage"). The Saginaw Mortgage was given in
connection with Exxon's loan to Transtech (See section titled "Acquisition by
Transtech Holding Company, Inc."), and in consideration of (i) the Transtech
Loan, (ii) Transtech's forgiveness of accrued but unpaid interest with respect
to the Triton Notes and the Whitney Note, (iii) Transtech's agreement to forgo,
for a period of 180 days, the accrual and collection of interest on the Triton
Notes and Whitney Note, and (iv) Transtech's agreement to forbear, under certain
circumstances, from collecting principal and interest under the Triton Notes and
the Whitney Note. The Saginaw Mortgage was approved by the Board of Directors,
prior to its recomposition as of May 20, 1994, in anticipation of (i)
Transtech's acquisition of
13
<PAGE> 16
certain shares of the Company's stock from Triton and Pacific Basin Company (See
section titled "Acquisition by Transtech Holding Company, Inc."), (ii)
Transtech's acquisition of the Triton Notes and the Whitney Note, together with
the treatment of principal and interest described above, and (iii) the Transtech
Loan. Exxon released the Saginaw Mortgage on December 31, 1994 when the Company
sold its fixed base operations facility at the Tri-City Airport.
On September 15, 1994, the Company executed a promissory note in the
original principal amount of $140,085.26 (the "Avfuel Note"), made payable to
Avfuel Corporation ("Avfuel"). The Avfuel Note represented amounts due from the
Company to Avfuel on account of fuel deliveries made to the Company by Avfuel.
On December 30, 1994, the outstanding balance due under the Avfuel Note,
including principal and accrued interest, was $139,053.85. On December 30, 1994,
the Company made a payment to Transtech in the amount of $139,053.85 and
Transtech assumed the Company's obligations under the Avfuel Note.
Messrs. Brant and Lawruk are directors of Transtech, and each owns a 40%
equity interest in Transtech.
CHANGE IN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand audited the Company's financial statements for the fiscal
years ended September 30, 1987 through September 30, 1993. On August 23, 1994,
the Company (i) advised Coopers & Lybrand that its engagement would not be
renewed by the Company, and (ii) engaged KPMG Peat Marwick LLP as the
independent certified public accountants to examine the financial statements and
to perform the annual audit for the year ending September 30, 1994. The
engagement of KPMG Peat Marwick LLP was authorized by the Company's Board of
Directors on August 23, 1994, on recommendation of the Board's Audit Committee.
The Company selected KPMG Peat Marwick as part of the Company's ongoing efforts
to reduce costs. The Company expects to reduce the costs of auditing its
financial statements significantly. KPMG Peat Marwick serves as independent
auditor to Transtech Holding Company, Inc. which owns 42.2% of the issued and
outstanding Common Stock of the Company and 34.9% of the issued and outstanding
Series A Preferred Stock of the Company.
On August 23, 1994, the Company informed Coopers & Lybrand of its selection
of KPMG Peat Marwick as the certified independent accountants for the Company.
The reports of Coopers & Lybrand on the Company's financial statements for the
past two fiscal years of the Company did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except as follows:
(a) The report of Coopers & Lybrand with respect to the Company's
financial statements and related financial statement schedules included in
its Report on Form 10-K for the fiscal year ended September 30, 1992
referred to a legal proceeding which was disclosed in a note to the
Company's financial statements and pointed out that the ultimate outcome
and related effect of this proceeding on the Company's results of
operations and financial position could not presently be determined.
(b) The report of Coopers & Lybrand with respect to the Company's
financial statements and related financial statement schedules included in
its Report on Form 10-K for the fiscal year ended September 30, 1993
expressed substantial doubt about the Company's ability to continue as a
going concern and, because of the significance of this matter, Coopers &
Lybrand was unable to express, and did not express, an opinion on the
financial statements and related financial statement schedules for the year
ended September 30, 1993.
During the two most recent fiscal years of the Company and the subsequent
period prior to engagement of KPMG Peat Marwick there were no disagreements with
Coopers & Lybrand on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure or "reportable events" as
that term is defined in Item 304(a)(1)(v) of Regulation S-K of the Securities
and Exchange Commission.
During the two most recent fiscal years of the Company and the subsequent
period prior to the engagement of KPMG Peat Marwick, neither the Company nor
anyone acting on its behalf has consulted
14
<PAGE> 17
KPMG Peat Marwick regarding either the application of accounting principles to
any transaction or the type of audit opinion that might be rendered on the
Company's financial statements.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP audited the Company's financial statements for the
fiscal year ended September 30, 1994, and the Board of Directors has reappointed
KPMG Peat Marwick LLP as the independent certified public accountants to examine
the financial statements and to perform the annual audit for fiscal year ending
September 30, 1995, such appointment to continue at the pleasure of the Board of
Directors.
A resolution will be presented at the Annual Meeting of the Shareholders
calling for ratification of the appointment of KPMG Peat Marwick LLP. It is not
anticipated that representatives of KPMG Peat Marwick LLP will be present at the
Annual Meeting of the Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
OTHER MATTERS
The Board of Directors of the Company is unaware of any business to come
before the Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
meeting, it is intended that proxies in the form accompanying this Proxy
Statement will be voted in respect thereof in accordance with the judgment of
the person or persons voting the proxies.
MISCELLANEOUS INFORMATION
SHAREHOLDER PROPOSALS
Proposals that shareholders desire to have included in the Company's proxy
statement for the 1996 annual meeting should be received by the Company on or
before September 15, 1995. Any such proposal must comply with Rule 14a-8 of
Regulation 14A of the Proxy Solicitation Rules of the Securities and Exchange
Commission.
EXPENSE OF SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form, including any and
all professional fees paid to attorneys and accountants in connection with the
preparation and filing with the SEC of these proxy materials and the financial
statements and information included herein and the cost of printing and mailing
these proxy materials, will be borne solely by the Company. To the extent
necessary, in order to assure sufficient representation, directors, officers and
regular employees of the Company may request the return of proxies personally,
or by mail, telephone, telegraph, or otherwise, but such persons will not be
compensated for such services. Brokerage firms, banks, fiduciaries and other
nominees will be requested to forward the soliciting material to each beneficial
owner of stock held of record by them. The Company will also reimburse brokerage
firms, banks, and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in furnishing proxy materials to certain beneficial
owners of the Company's voting stock.
15
<PAGE> 18
FORM 10-K AND EXHIBITS
THE COMPANY WILL FORWARD, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON
SEC FORM 1O-K WITHOUT EXHIBITS FOR THE YEAR ENDED SEPTEMBER 30, 1994, TO ANY
RECORD OR BENEFICIAL HOLDER OF THE COMPANY'S COMMON OR PREFERRED STOCK
REQUESTING A COPY THEREOF IN WRITING. COPIES OF EXHIBITS TO THE SEC FORM 10-K
ARE AVAILABLE ON PREPAYMENT OF COPYING CHARGES OF $20.00. REQUESTS AND CHECKS AS
APPROPRIATE SHOULD BE ADDRESSED TO AERO SERVICES INTERNATIONAL, INC., 660
NEWTOWN-YARDLEY ROAD, NEWTOWN, PENNSYLVANIA 18940.
By Order of the Board of Directors.
CHRISTOPHER M. CICCONI
Secretary
April 26, 1995
16
<PAGE> 19
PROXY AERO SERVICES INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 1995
The undersigned hereby appoints Wallace E. Congdon and Bobby Ray Adkins, or
either of them, as his/her true and lawful proxy(ies) and attorney(s)-in-fact,
with full power of substitution, to attend the Annual Meeting of Shareholders of
the Company to be held at 10:00 a.m. on Wednesday, May 17, 1995 at One North
Second Street, Harrisburg, Pennsylvania 17101, and any adjournments thereof, and
to vote, with all the powers the undersigned would possess if personally
present, all of the shares of common and/or preferred stock of the Company that
the undersigned would then have the power to vote. IF NO INDICATION IS MADE
BELOW, THESE SHARES SHALL BE VOTED IN THE DISCRETION OF THE ABOVE NAMED
PROXY(IES).
1. To elect as Regular Directors the following persons:
R. Ted Brant Wallace E. Congdon Maurice Lawruk
/ / FOR / /WITHHOLD AUTHORITY
(INSTRUCTIONS: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE NAMED ABOVE, YOU
MAY STRIKE OUT THAT NOMINEE'S NAME.)
2. To elect as Directors to serve in the Designated Positions the following
persons:
Bobby Ray Adkins William R. Dimeling
/ / FOR / /WITHHOLD AUTHORITY
(INSTRUCTIONS: ONLY HOLDERS OF SERIES A PREFERRED STOCK MAY VOTE ON PROPOSAL NO.
2. TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE NAMED ABOVE, YOU MAY STRIKE
OUT THAT NOMINEE'S NAME.)
3. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditor for the fiscal years ended September 30, 1994 and
September 30, 1995.
/ / FOR / /AGAINST / /ABSTAIN
4. In their discretion the Proxies are authorized to vote on such other
business as may properly be brought before the meeting or any adjournment
thereof.
RECEIPT OF NOTICE OF THE MEETING IS HEREBY ACKNOWLEDGED. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATION MADE HEREIN. UNLESS YOU INDICATE OTHERWISE, THIS PROXY
WILL BE VOTED "FOR" THE ABOVE PROPOSALS.
Dated: , 1995
---------------------------
Signature
---------------------------
Signature if jointly held
IMPORTANT: Before
returning this Proxy,
please sign above exactly
as your name(s) appear(s)
hereon. When signing as
attorney, executor,
administrator, trustee, or
guardian, please give full
title. Usufructuary and
naked owner registrations
should have the signatures
of all owners. Where shares
are registered in the name
of joint tenants or
trustees, each joint tenant
or trustee should sign.
