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:
/x/ Definitive Proxy Statement / / Confidential, for use of the
/ / Preliminary Proxy Statement Commission only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SUPREME INDUSTRIES, INC.
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
/ / $125 per Exchange Act Rules 0-11 (c) (1) (ii), 14a-6(i)(1), or
14a-6(i) (2) or Item 22 (a) (2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6 (i) (3).
/ / Fee computed on table below per exchange Act Rules 14a-6 (i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies.
(2) Aggregate number of securities to which transaction applies.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set fourth 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.
/x/ 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 indentify 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>
SUPREME INDUSTRIES, INC.
65140 U.S. 33 East
P.O. Box 237
Goshen, IN 46526
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 2, 1996
To Shareholders of
SUPREME INDUSTRIES, INC.:
The annual meeting of shareholders of Supreme Industries, Inc.
(the "Company") will be held at the Goshen Holiday Inn, U.S. 33 East and
Fairfield Street, Goshen, Indiana on May 2, 1996 at 10:00 a.m. Eastern
Standard Time for the following purposes:
1. To elect nine directors to serve until the next annual meeting of
shareholders and until their respective successors shall be elected
and qualified;
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
auditors;
3. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of the Company's Class
A Common Stock from 15,000,000 to 20,000,000 shares; and
4. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Information regarding matters to be acted upon at this meeting is contained
in the accompanying Proxy Statement. Only shareholders of record at the
close of business on March 20, 1996 are entitled to notice of and to vote
at the meeting and any adjournment thereof.
All shareholders are cordially invited to attend the meeting. Whether or
not you plan to attend, please complete, sign, and return promptly the
enclosed proxy in the accompanying addressed envelope for which postage
is prepaid. You may revoke the proxy at any time before the commencement
of the meeting.
By Order of the Board of Directors
Goshen, Indiana William J. Barrett
March 25, 1996 Secretary
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING, REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN, AND RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT
YOU INTEND TO BE PRESENT AT THE MEETING.
<PAGE>
SOLICITATION OF PROXIES
This Proxy Statement and accompanying Proxy are furnished to shareholders
in connection with the solicitation of proxies by the Board of Directors
of Supreme Industries, Inc. (the "Company") for use at the Annual Meeting
of Shareholders to be held at the Goshen Holiday Inn, U.S. 33 East and
Fairfield Street, Goshen, Indiana, 10:00 a.m. Eastern Standard Time on
May 2, 1996, or at any adjournment thereof. The Notice of Meeting, the
form of Proxy, and this Proxy Statement are being mailed to the Company's
shareholders on or about March 28, 1996.
The expense of proxy solicitation will be borne by the Company. Although
solicitation is to be made primarily through the mails, the Company's
officers and/or employees and those of its transfer agent may solicit
proxies by telephone, telegram, or personal contact, but in such event no
additional compensation will be paid by the Company for such solicitation.
Further, brokerage firms, fiduciaries, and others may be requested to
forward solicitation material regarding the meeting to beneficial owners
of the Company's common stock, and in such event the Company will reimburse
them for all accountable costs so incurred.
A copy of the Annual Report to Shareholders of the Company for its fiscal
year ended December 31, 1995, is being mailed with this Proxy Statement to
all such shareholders entitled to vote, but does not form any part of the
information for solicitation of proxies.
RECORD DATE AND VOTING SECURITIES
The Board of Directors of the Company has fixed the close of Business on
March 20, 1996, as the record date for determination of shareholders
entitled to notice of and to vote at the Annual Meeting. As of the record
date, there were 7,127,289 shares of Class A Common Stock and 1,402,976
shares of Class B Common Stock of the Company issued and outstanding. The
presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock as of the record date is necessary to
constitute a quorum at the Annual Meeting with respect to matters upon
which both classes of Common Stock are entitled to vote.
ACTION TO BE TAKEN AND VOTE REQUIRED
Action will be taken at the meeting to elect a Board of Directors and to
ratify the selection of Coopers & Lybrand L.L.P. as independent auditors.
In addition shareholders will be asked to approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of the Company's Class A Common Stock from 15,000,000 to 20,000,000
shares. The proxy will be voted in accordance with the directions
specified thereon, and otherwise in accordance with the judgment of the
persons designated as proxies. Any proxy on which no directions are
specified will be voted for the election of directors named herein, and
otherwise in accordance with the judgment of the persons designated as
proxies. Any person executing the enclosed proxy may nevertheless revoke
it at any time prior to the actual voting thereof by filing with the
Secretary of the Company either a written instrument expressly revoking it
or a duly executed proxy bearing a later date. Furthermore, such person
may nevertheless elect to attend the meeting and vote in person, in which
event, the proxy will be suspended.
<PAGE>
The Company's Certificate of Incorporation authorizes two classes of $.10
par value Common Stock (designated Class A and Class B) as well as one class
of $1.00 par value preferred stock. No shares of the preferred stock are
outstanding. In voting on all matters expected to come before the meeting,
a shareholder of either Class A or Class B Common Stock will be entitled to
one vote, in person or by proxy, for each share held in his name on the
record date, except that the holders of Class A Common Stock shall be
entitled to elect that number (rounded down) of directors equal to the
total number of directors to be elected divided by three, i.e., three
directors, and the holders of Class B Common Stock shall be entitled to
elect the remaining directors. The election of three directors by the
holders of the Class A Common Stock requires the affirmative vote of a
majority of the shares of Class A Common Stock represented in person or by
proxy at a meeting at which a majority of the outstanding Class A shares is
present. The Company's Certificate of Incorporation prohibits cumulative
voting. Ratification of the selection of auditors requires the affirmative
vote of the holders of a majority of the outstanding shares of the Common
Stock present, in person or by proxy, at the annual meeting. Approval of
the amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of the Company's Class A Common Stock from
15,000,000 to 20,000,000 shares requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the
Company entitled to vote thereon and the affirmative vote of the holders of
a majority of the outstanding shares of Class A Common Stock of the Company
entitled to vote thereon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulation sets forth the names of those persons who are
known to Management to be the beneficial owners as of March 1, 1996 of
more than five percent of the Company's Class A or Class B Common Stock.
Such tabulation also sets forth the number of shares of the Company's Class
A or Class B Common Stock beneficially owned as of March 1, 1996 by all of
the Company's directors and nominees (naming them) and all directors and
officers of the Company as a group (without naming them). Persons having
direct beneficial ownership of the Company's Common Stock possess the sole
voting and dispositive power in regard to such stock. Class B Common Stock
is freely convertible on a one-for-one basis into an equal number of shares
of Class A Common Stock, and ownership of Class B shares is deemed to be
beneficial ownership of Class A shares under Rule 13d-3(d)(1) promulgated
under the Securities Exchange Act of 1934. As of March 1, 1996, there were
7,127,289 Class A shares and 1,402,976 Class B shares outstanding.
The following tabulation also includes Class A shares covered by options
granted under the Company's 1982 Incentive Stock Option Plan and 1992 Stock
Option Plan, which options are collectively referred to as "Stock Options".
The tabulation also includes Class A shares which beneficial owners have
the immediate right to purchase under the terms of the 1993 Callable
Warrants. The Stock Options and 1993 Callable Warrants have no voting or
dividend rights.
<TABLE>
Amount and Nature
Name and Adress of Beneficial Percent of
of Beneficial Owner Title Class Ownership Class (1)
<S> <C> <C> <C>
Massachusetts Mutual
Life Ins. Co. Class A 866,812(2) 11.6%
1295 State Street
Springfield, MA 01111
<PAGE>
MassMutual Corporate
Investors Class A 643,704(2) 8.8%
1295 State Street
Springfield, MA 01111
Pioneering Management
Corporation Class A 737,440 10.3%
60 State Street
Boston, MA 02109
Wellington Management
Company Class A 393,377 5.5%
75 State Street
Boston, MA 02109
Thomas Cantwell Class A 637,440(3)(8) 8.3%
3949 Ann Arbor Dr. Class B 474,257 33.8%
Houston, TX 77063
Herbert M. Gardner Class A 614,406(3)(4)(8) 8.1%
26 Broadway, Suite 815 Class B 352,705(4) 25.1%
New York, NY 10004
William J. Barrett Class A 868,948(3)(5)(8) 11.4%
26 Broadway, Suite 815 Class B 403,998(5) 28.8%
New York, NY 10004
Omer G. Kropf Class A 387,780(3)(6) 5.4%
16500 County Road 38
Goshen, IN 46526
Robert J. Campbell Class A 109,645(3)(7)(8) 1.5%
1304 Summit Avenue Class B 33,392 2.4%
Suite 2
Plano, TX 75074
Rice M. Tilley, Jr. Class A 15,276(3) *
3200 Bank One Tower
500 Throckmorton
Fort Worth, TX 76102
<PAGE>
Robert W. Wilson Class A 31,207(3) *
16500 County Road 38
Goshen, IN 46526
H. Douglas Schrock Class A 60,315(3) *
P.O. Box 65
New Paris, IN 46553
Rick L. Horn Class A 3,666(3) *
16500 County Road 38
Goshen, IN 46526
All directors and
officers as a group Class A 2,728,683(8) 31.0%
of (9) persons Class B 1,264,352 90.1%
</TABLE>
(1) The percentage calculations have been made in accordance with Rule
13d-3(d)(1) promulgated under the Securities Exchange Act of 1934. In
making these calculations, shares beneficially owned by a person as a
result of the ownership of certain convertible notes, warrants, or options,
or ownership of Class B Common Stock, were deemed to be currently outstanding
solely with respect to the holders of such notes, options or Class B shares.
(2) Includes 175,472 shares as to Massachusetts Mutual Life Insurance
Company and 87,736 shares as to MassMutual Corporate Investors deemed
beneficially owned as a result of the holding of 8.6% Convertible
Subordinated Notes, Series B, issued by the Company and convertible at any
time prior to maturity in 1996. Also included are 145,797 shares for
Massachusetts Mutual Life Insurance Company and 126,458 shares for
MassMutual Corporate Investors that will result from the exercise of the
Company's 1993 Callable Warrants. Massachusetts Mutual Life Insurance
Company is an investment advisor to MassMutual Corporate Investors.
(3) Includes the number of Class A Shares set forth opposite the persons
named in the following table, which shares are beneficially owned as a
result of the ownership of Stock Options under the Company's 1982 and 1992
Stock Option Plans and ownership of the Company's 1993 Callable Warrants.
<PAGE>
<TABLE>
1993
Incentive Nonstatutory Callable
Stock Options Stock Options Warrants
<S> <C> <C> <C>
Thomas Cantwell -0- -0- 99,689
Herbert M. Gardner -0- -0- 80,218
William J. Barrett -0- -0- 112,587
Omer G. Kropf 18,333 -0- 10,896
Robert J. Campbell -0- -0- 16,412
Rice M. Tilley, Jr. -0- 7,333 1,134
Robert W. Wilson 25,666 -0- 3,666
H. Douglas Schrock -0- 7,333 8,982
Rick L. Horn 3,666 -0- -0-
All directors and
officers as a group 47,665 14,666 333,584
</TABLE>
(4) Includes 2,105 shares of Class A Common Stock, 36,565 shares of Class B
Common Stock and 6,094 shares of Class A Common Stock owned beneficially by
Mr. Gardner's wife that will result from the exercise of the Company's 1993
Callable Warrants. Mr. Gardner has disclaimed beneficial ownership of these
shares.
(5) Includes 44,374 shares of Class A Common Stock, 6,365 shares of Class B
Common Stock and 8,393 shares of Class A Common Stock owned beneficially by
Mr. Barrett's wife that will result from the exercise of the Company's 1993
Callable Warrants. Mr. Barrett has disclaimed beneficial ownership of these
shares.
(6) Includes 635 shares of Class A Common Stock and 105 shares of Class A
Common Stock that will result from the exercise of the 1993 Callable
Warrants owned beneficially by Mr. Kropf's wife. Mr. Kropf has disclaimed
beneficial ownership of these shares.
(7) Includes 258 Class A Common Stock and 42 shares of Class A Common Stock
that will result from the exercise of the Company's 1993 Callable Warrants
owned beneficially by Mr. Campbell's wife, as custodian for their children.
Mr. Campbell has disclaimed beneficial ownership of these shares.
(8) Includes the number of shares of Class A Common Stock which are deemed
to be beneficially owned as a result of ownership of shares of Class B
Common Stock, which Class B shares are freely convertible on a one-for-one
basis into Class A shares.
Depositories such as The Depository Trust Company (Cede & Company) as of
March 1, 1996 held, in the aggregate, more than 5% of the Company's then
outstanding Class A voting shares. The Company understands that such
depositories hold such shares for the benefit of various participating
brokers, banks, and other institutions which are entitled to vote such shares
according to the instructions of the beneficial owners thereof. The Company
has no reason to believe that any of such beneficial owners hold more than
5% of the Company's outstanding voting securities.
<PAGE>
ELECTION OF DIRECTORS
Nine directors are to be elected at the annual meeting of shareholders.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the nominees shown below for the term of one year and
until their successors are duly elected and have qualified. The Company's
Board of Directors is currently comprised of nine members. Of the persons
named below, Messrs. Tilley, Schrock, and Horn have been nominated for
election by the holders of Class A Common Stock, and the remaining persons
have been nominated for election by the holders of Class B Common Stock.
Messrs. Gardner, Barrett, Kropf and Wilson were the executive officers of
the Company as of December 31, 1995. Officers are elected annually by the
Board of Directors at the Annual Meeting of Directors held immediately
following the Annual Meeting of Shareholders. Except as otherwise noted
below, each of the Company's executive officers has served as such since 1979.
Although it is not contemplated that any nominee will be unable to serve as
a director, in such event the proxies will be voted by the holders thereof
for such other person as may be designated by the current Board of Directors.
The Management of the Company has no reason to believe that any of the
nominees will be unable or unwilling to serve if elected to office, and to
the knowledge of Management, the nominees intend to serve the entire term
for which election is sought.
There are no family relationships by blood, marriage, or adoption between
any director or executive officer, except Mr. Schrock who is Mr. Barrett's
brother-in-law. Mr. Rice Tilley is a member of the law firm of Law, Snakard
& Gambill, a Professional Corporation, which performed legal services for the
Company during 1995.
Only nine nominees for director are named, even though the Company's bylaws
allow a maximum of fifteen, since the proposed size of the board is deemed
adequate to meet the requirements of the Board of Directors. The proxies
given by the Class A Shareholders cannot be voted for more than three
persons and the proxies given by Class B shareholders cannot be voted for
more than six persons. The information set forth below with respect to each
of the nominees has been furnished by each respective nominee.
<PAGE>
Served as
Executive Positions With
Name, Age, and Business Experience Officer Since Company
Herbert M. Gardner, 56 1979 Chairman of the
Senior Vice President of Janney Board, President
Montgomery Scott Inc., investment
bankers, since 1978; Chairman
of the Board of the Company, a
manufacturer of specialized truck
bodies and shuttle buses, since 1979
and President of the Company since
June 1992; Chairman of the Board and
a Director of Contempri Homes, Inc.,
a manufacturer of modular homes,
since 1987; Shelter Components
Corporation, Director, a supplier to
the manufactured housing and recreational
vehicle industries; Nu Horizons Electronics
Corporation, Director, an electronic
component distributor; Transmedia Network,
Inc., Director, a specialized restaurant
savings charge card company; Hirsch
International Corporation, Director,
importer of computerized embroidery
machines, supplies, and developer of
embroidery machine application software;
TGC Industries, Inc., Director, a company
engaged in the geophysical services
industry and a specialty packaging
manufacturer and distributor; The Western
Transmedia Company, Inc., Director, a
franchisee of Transmedia Network principally
for the State of California, a specialized
finance charge card company.
Omer G. Kropf, 54 1984 Executive
Executive Vice President of the Company since Vice
August 1985; President and Chief Executive President
Officer of Supreme Corporation, a subsidiary
of the Company, since January 19, 1984; Vice
President of Contempri Homes, Inc., a
manufacturer of modular homes, from 1987
to February, 1994; President of a specialized
truck body manufacturing company from 1974
through 1983, the predecessor of Supreme
Corporation.
<PAGE>
William J. Barrett, 56 1979 Secretary
Senior Vice President of Janney Montgomery And Assistant
Scott Inc., investment bankers, since 1966; Treasurer
Secretary and Assistant Treasurer of the
Company and a Director since 1979; Secretary
and Assistant Treasurer of Contempri Homes,
Inc., and a Director of Contempri Homes, Inc.,
a manufacturer of modular homes, since 1987;
Esmor Correctional Services, Inc., Director,
a private management and operation firm of
secure and non-secure corrections and detention
facilities for federal, state and local
corrections agencies; Frederick's of Hollywood,
Inc., Director, an apparel marketing company;
Shelter Components Corporation, Chairman of
the Board, a supplier to the manufactured housing
and recreational vehicle industries; TGC
Industries, Inc., Director, a geophysical
services company and a specialty packaging
manufacturer and distributor; The Western
Transmedia Company, Inc., Director, a
franchisee of Transmedia Network principally
for the State of California, a specialized
finance charge card company.
Robert W. Wilson, 51 1990 Executive Vice
Treasurer, Executive Vice President, and President,
Chief Financial Officer of the Company Treasurer and
since December 1992; Vice President of Chief Financial
Finance of Supreme Corporation since 1988; Officer
Senior Auditor Price Waterhouse LLP,
1969 through 1973; Controller Riblet
Products Inc., 1973 through 1979; and Vice
President Riblet Products Inc., 1979 through
1988.
Robert J. Campbell, 64 1979 None
Vice Chairman of the Board of TGC
Industries, Inc., a geophysical services
company and a specialty packaging manufacturer
and distributor, since July 1993; Chairman of
the Board and Chief Executive Officer of TGC
Industries, Inc. from July 1986 to July 1993.
Prior to such time, President and Chief
Executive Officer of the Company for more
than five years.
Dr. Thomas Cantwell, 68 1979 None
1978 to present, independent oil and gas
consultant and personal investor; September
1987 to present, President of Technical
Computer Graphics, Inc., a software/hardware
integrator in the computer graphics field;
October 1992 to present, Director of Discreet
Logic, Inc., a software development company.
<PAGE>
H. Douglas Schrock, 47 1990 None
President of Smoker Craft, Inc., a
pleasure boat manufacturer, since 1978;
President of Earthway Products, Inc., a
gardening supplies manufacturer; and President
of Goshen Iron and Metal Company, a scrap and
metal trader; Executive Vice President of
Goshen Sash and Door Company, a distributor
of windows and doors; Director of Society
Bank of Indiana; Director of Contempri Homes,
Inc., a manufacturer of modular homes, since
November 1990.
Rice M. Tilley, Jr., 59 1981 None
Member of the law firm of Law, Snakard &
Gambill, a Professional Corporation, since
1965.
Rick L. Horn, 43 1995 None
Vice President of Sales and Marketing of
Supreme Corporation since September 1994,
a position held from May 1980 to January
1988; President and Chief Executive Officer
of Iowa Mold Tooling Company, a manufacturer
of truck mounted cranes from July 1991 to
August 1994; President of Stahl - A Scott
Fetzer Company, a manufacturer of utility
and service truck bodies from January 1988
to July 1991; and various sales and marketing
positions with Holiday Rambler Corporation, a
recreational vehicle manufacturer, from June
1975 to January 1980.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee comprised of Dr. Cantwell
and Messrs. Gardner, Barrett, and Kropf, an Audit Committee comprised of
Messrs. Tilley, Schrock and Campbell, and a Stock Option Committee comprised
of Dr. Cantwell and Messrs. Gardner and Barrett.
The Executive Committee, which met four times during the fiscal year ended
December 31, 1995, is charged by the Company's bylaws with the responsibility
of exercising such authority of the Board of Directors as is specifically
delegated to it by the Board, subject to certain limitations contained in
the bylaws.
The Audit Committee met twice during the fiscal year ended December 31, 1995.
The purpose and functions of the Audit Committee are to recommend the
appointment of independent auditors; review the scope of the audit proposed
by the independent auditors; review year-end financial statements prior to
issuance; consult with the independent auditors on matters relating to
internal financial controls and procedures; and make appropriate reports and
recommendations to the Board of Directors.
<PAGE>
The Stock Option Committee met twice during the year. The Committee is
responsible for awarding Stock Options to key employees or individuals who
provide substantial advice or other assistance to the Company so that they
will apply their best efforts for the benefit of the Company.
The Board of Directors does not have nominating or compensation committees.
During the fiscal year ended December 31, 1995, the Board of Directors held
three special meetings in addition to its regular meeting. All of the
Directors listed herein attended 75% or more of the total meetings of the
Board and of the committees on which they serve.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for services rendered during the last three fiscal years to the
Company's chief executive officer and each of the most highly compensated
executive officers of the Company whose cash compensation exceeds $100,000.
<TABLE>
Summary Compensation Table
Name and Principal Annual Compensation Long Term All Other
Position Year Salary $ Bonus $ Compensation Compensation $(4)
<S> <C> <C> <C> <C> <C>
Herbert M. 1995 $108,000 $ 80,025 - -
Gardner (1) 1994 96,000 66,291 - -
Chairman of the 1993 84,000 - - -
Board and
President
William J. 1995 108,000 80,025 - -
Barrett (1) 1994 96,000 66,291 - -
Secretary and 1993 84,000 - - -
Assistant
Treasurer
Omer G. Kropf (2) 1995 210,000 421,000 - 4,576
Executive Vice 1994 190,000 332,000 - 3,320
President 1993 176,000 167,650 - 1,340
Robert W. 1995 100,000 90,000 - 2,236
Wilson (3) 1994 94,016 80,000 - 1,064
Treasurer, 1993 86,488 37,000 - 968
Executive Vice
President and
Chief Financial
Officer
</TABLE>
(1) On January 1, 1993, the Company entered into three-year consulting
agreements commencing on January 1, 1993 with Mr. Gardner and Mr. Barrett
for financial and advisory consulting services. On September 22, 1994 the
Board of Directors approved an amendment to the contracts so that on
December 31st of each year the contracts will be extended for an additional
year so as to have a term ending three years thereafter. The terms of the
agreement call for Mr. Gardner and Mr. Barrett to receive annual consulting
fees of $84,000 in 1993, $96,000 in 1994 and $108,000 in 1995 and thereafter,
plus a cash incentive performance fee in the amount of $36,000 if the pre-tax
earnings of the Company exceed $2,000,000 plus an amount equal to 0.6% of the
amount by which such pre-tax earnings exceed $2,000,000.
<PAGE>
(2) On May 1, 1993, the Company entered into a five-year employment contract
with Mr. Kropf through April 30, 1998. The terms of this agreement provide
for a minimum base salary of $190,000 per year plus a bonus subject to
approval by the Board of Directors, based upon the Company's pre-tax
operating performance.
(3) On October 1, 1994 the Company entered into a three-year employment
contract with Mr. Wilson through December 31, 1997. The terms of the
agreement provide for a minimum base salary of $100,000 per year plus a
bonus subject to approval by the Board of Directors, based upon the
Company's pre-tax operating performance.
(4) Includes the Company's matching contribution to its Section 401 (k)
Retirement Plan and payment of premiums for disability and life insurance
coverage for the named executive.
Director Compensation
Outside directors, with the exception of Mr. Campbell who receives $1,000
per month as an outside director, are paid $500 per regular board meeting
attended and an additional $5,000 annually. Members of the Audit Committee,
with the exception of Mr. Campbell, are paid $500 per meeting. Non-employee
members of the Executive Committee are paid $2,000 per month. Each Director
is reimbursed for out-of-pocket expenses incurred in attending Board or
Committee meetings.
Option/SAR Grants in Last Fiscal Year
There were no stock options or stock appreciation rights granted in the last
fiscal year to any of the executive officers of the Company.
Aggregate Option/SAR Exercises in Last Fiscal
Year and Fiscal Year-End Option/SAR Values
The following table sets forth certain information regarding the year-end
value of Options held by the Company's executive officers during the fiscal
year ended December 31, 1995. No options were exercise by the Company's
executive officers during the year. There are no stock appreciation rights
outstanding.
<PAGE>
<TABLE>
Number of
Unexercised Value of Unexercised
Options at In-the-Money Options
Shares Value the Year-End at the Year-End
Acquired On Realized Exercisable/ (1) Exercisable/
Name Exercise At Exercise Unexercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Omer G. Kropf - - 18,333 9,167 $153,539 $76,774
Robert W. Wilson - - 25,666 1,834 $214,952 $15,360
(1) The value of outstanding options is based on the December 31, 1995
closing stock price which was $8.375.
</TABLE>
The Board of Directors Report on Executive Compensation
The Company's compensation policy and annual compensation applicable to the
Company's executive officers are the responsibility of the Board of
Directors. Executive officers of the Company who are also members of the
Board do not participate in setting their own compensation. The Board of
Directors reviews the individual performance of each executive officer and
the financial performance of the Company. The Board also takes into account
salary levels, bonus plans, stock incentive plans and other compensation
packages made available to executive officers of companies of similar size
and nature. The Board of Directors considers the Company's compensation
policy in light of Section 162(m) of the Internal Revenue Code of 1986 and
related regulations regarding the deductibility of certain compensation.
No executive has received compensation which is non-deductible under such
Section; however, the Board of Directors may determine to pay compensation
which is non-deductible in certain circumstances. In accordance with the
above compensation policy, the Board of Directors has established certain
compensation arrangements as set forth below.
The Board has approved Consulting Agreements between the Company and Mr.
Herbert M. Gardner, Chairman of the Board and President of the Company, and
Mr. William J. Barrett, Secretary and Assistant Treasurer of the Company.
These Consulting Agreements went into effect January 1, 1993, and, as
amended continue through December 31, 1998. In consideration of services
to be provided to the Company, the Consulting Agreements provide for each of
Messrs. Gardner and Barrett to receive (in addition to certain fringe
benefits): (1) a monthly fee of $7,000 during 1993, $8,000 during 1994,
and $9,000 during 1995 and in each year thereafter (which monthly payments
are to be offset by all other fees paid to Messrs. Gardner and Barrett,
respectively, for serving as members of the Board of Directors and any
committee of the Company and it's subsidiaries): and (2) if the pre-tax
earnings of the Company exceed $2,000,000, an incentive bonus of $36,000,
plus an amount equal to 0.6% of the amount by which such pre-tax earnings
exceed $2,000,000.
The Company's wholly-owned subsidiary, Supreme Corporation, has entered
into an Employment Contract with Mr. Omer G. Kropf employing Mr. Kropf as
President of Supreme Corporation (Mr. Kropf is also an Executive Vice
President of the Company). The Employment Contract is for a term of five
years beginning on May 1, 1993, and ending on April 30, 1998. In
consideration of his services rendered as President of Supreme Corporation,
the Employment Contract provides that Supreme Corporation will pay to Mr.
Kropf (in addition to certain fringe benefits) a minimum base salary of
$190,000 per year plus a pre-tax incentive bonus if earned under Supreme
Corporation's Bonus Payment Plan. Under this Plan, an amount equal to ten
percent (10%) of Supreme Corporation's pre-tax profits is (subject to Board
approval) placed into a bonus pool which is then allocated among, and is
distributed to, Supreme Corporation's key executives. The allocation of such
bonus pool is approved by the Board of Directors based upon an analysis of
the contributions of key executives to the Company's financial performance
and a consideration of Management's recommendation as to an appropriate
allocation to reward such contributions. For 1995, Supreme Corporation's
significantly increased pre-tax earnings resulted in bonus payments to Mr.
Kropf of $421,000.
<PAGE>
The Company's wholly-owned subsidiary, Supreme Corporation, has also entered
into an Employment Contract with Mr. Robert W. Wilson employing Mr. Wilson
as Vice President of Finance, Treasurer and Assistant Secretary of Supreme
Corporation (Mr. Wilson is also Executive Vice President, Treasurer and Chief
Financial Officer of the Company). The Employment Contract is for a term of
3 years and 3 months beginning October 1, 1994 and ending December 31, 1997.
In consideration of his services rendered as Executive Vice President,
Treasurer and Chief Financial Officer of the Corporation, the Employment
Contract provides that Supreme Corporation will pay to Mr. Wilson (in
addition to certain fringe benefits) a base salary of $100,000 per year
plus a pre-tax incentive bonus if earned under Supreme Corporation's Bonus
Payment Plan described in the preceding paragraph. For 1995, Supreme
Corporation's significantly increased pre-tax earnings resulted in a bonus
payment to Mr. Wilson of $90,000.
The Board of Directors
William J. Barrett Omer G. Kropf
Robert J. Campbell H. Douglas Schrock
Thomas Cantwell Rice M. Tilley, Jr.
Herbert M. Gardner Robert W. Wilson
Rick L. Horn
Stock Option Plans
1992 Stock Option Plan
On April 7, 1992, the Company's Board of Directors approved and adopted,
subject to shareholder approval, the Company's 1992 Stock Option Plan.
The plan was approved by the shareholders at the annual meeting held on
June 11, 1992. The following paragraphs summarize certain provisions of
the 1992 Stock Option Plan and are qualified in their entirety by reference
thereto. The 1992 Stock Option Plan provides for the granting of options
(collectively, the "1992 Options") to purchase shares of the Company's Class
A Common Stock to certain key employees of the Company and/or its affiliates,
and certain individuals who are not employees of the Company or its
affiliates but who from time to time provide substantial advice or other
assistance or services to the Company and/or its affiliates. The 1992 Stock
Option Plan authorizes the granting of options to acquire up to 330,000
(adjusted for the 10% stock dividend) shares of Class A Common Stock,
subject to certain adjustments described below. Subject to such limitations,
there is no limit on the absolute number of awards that may be granted during
the life of the 1992 Stock Option Plan. At the present time, there are
approximately 40 employees of the Company, including 16 officers of the
Company (5 of whom are also directors), who, in management's opinion, would
be considered eligible to receive grants under the 1992 Stock Option Plan,
although fewer employees may actually receive grants. At December 31, 1995,
153,010 options were outstanding under this plan, of which 96,506 were
exercisable.
<PAGE>
Authority to administer the 1992 Stock Option Plan has been delegated to
a committee (the "Committee") of the Board of Directors. Except as
expressly provided by the 1992 Stock Option Plan, the Committee has the
authority, in its discretion, to award 1992 Options and to determine the
terms and conditions (which need not be identical) of such 1992 Options,
including the persons to whom, and the time or times at which, 1992 Options
will be awarded, the number of 1992 Options to be awarded to each such
person, the exercise price of any such 1992 Options, and the form, terms
and provisions of any agreement pursuant to which such 1992 Options will be
awarded. The 1992 Stock Option Plan also provides that the Committee may be
authorized by the Board of Directors to make cash awards as specified by the
Board of Directors to the holder of a 1992 Option in connection with the
exercise thereof. Subject to the limitation set forth below, the exercise
price of the shares of stock covered by each 1992 Option will be determined
by the Committee on the date of award.
Unless a Holder's option agreement provides otherwise, the following
provisions will apply to exercises by the Holder of his or her option: No
options may be exercised during the first twelve months following grant.
During the second year following the date of grant, options covering up to
one-third of the shares covered thereby may be exercised, and during the
third year options covering up to two-thirds of such shares may be exercised.
Thereafter, and until the options expire, the optionee may exercise options
covering all of the shares. Persons over sixty-five on the date of grant
may exercise options covering up to one-half of the shares during the first
year and thereafter may exercise all optioned shares. Subject to the
limitations just described, options may be exercised as to all or any part
of the shares covered thereby on one or more occasions, but, as a general
rule, options cannot be exercised as to less than one hundred shares at any
one time.
The exercise price of the shares of stock covered by each incentive stock
option ("ISO"), within the meaning of Sec. 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), will not be less than the fair market
value of stock on the date of award of such ISO, except that an ISO may not
be awarded to any person who owns stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company,
unless the exercise price is at least one hundred ten percent (110%) of the
fair market value of the stock at the time the ISO is awarded, and the ISO
is not exercisable after the expiration of five years from the date it is
awarded.
The exercise price of the shares of Class A Common Stock covered by each
1992 Option that is not an ISO ("NSO") will not be less than fifty percent
(50%) of the fair market value of the stock on the date of award.
Payment for Class A Common Stock issued upon the exercise of a 1992 Option
may be made in cash or, with the consent of the Committee, in whole shares
of Class A Common Stock owned by the holder of the 1992 Option for at least
six months prior to the date of exercise or, with the consent of the
Committee, partly in cash and partly in such shares of Class A Common Stock.
If payment is made, in whole or in part, with previously owned shares of
Class A Common Stock, the Committee may issue to such holder a new 1992
Option for a number of shares equal to the number of shares delivered by
such holder to pay the exercise price of the previous 1992 Option having an
exercise price equal to not less than one hundred percent (100%) of the fair
market value of the Class A Common Stock on the date of such exercise. A
1992 Option so issued will not be exercisable until the later of the date
specified in an individual option agreement or six months after the date of
grant.
<PAGE>
The duration of each 1992 Option will be for such period as the Committee
determines at the time of award, but not for more than ten years from the
date of the award in the case of an ISO, and in either case may be exercised
in whole or in part at any time or only after a period of time or in
installments, as determined by the Committee at the time of award, except
that after the date of award, the Committee may accelerate the time or times
at which a 1992 Option may be exercised.
In the event of any change in the number of outstanding shares of Class A
Common Stock effected without receipt of consideration therefor by the
Company, by reason of a stock dividend, or split, combination, exchange of
shares or other recapitalization, merger, or otherwise, in which the Company
is the surviving corporation, the aggregate number and class of reserved
shares, the number and the class of shares subject to each outstanding 1992
Option, and the exercise price of each outstanding 1992 Option shall be
automatically adjusted accurately and equitably to reflect the effect
thereon of such change. Unless a holder's option agreement provides
otherwise, a dissolution or liquidation of the Company, certain mergers or
consolidations in which the Company is not the surviving corporation, or
certain transactions in which another corporation becomes the owner of fifty
percent (50%) or more of the total combined voting power of all classes of
stock of the Company, shall cause such holder's 1992 Options then outstanding
to terminate, but such holder shall have the right, immediately prior to
such transaction, to exercise such 1992 Options without regard to the period
and installments of exercisable applicable pursuant to such holder's option
agreement.
The 1992 Stock Option Plan will terminate on April 7, 2002, or on such
earlier date as the Board of Directors may determine. Any stock options
outstanding at the termination date will remain outstanding until they have
been exercised, terminated, or have expired.
The 1992 Stock Option Plan may be terminated, modified, or amended by the
Board of Directors at any time without further shareholder approval, except
that shareholder approval is required for any amendment that: (a) changes
the number of shares of Class A Common Stock subject to the 1992 Stock
Option Plan, (b) changes the designation of the class of employees eligible
to receive 1992 Options, (c) decreases the price at which ISOs may be
granted, (d) removes the administration of the 1992 Stock Option Plan from
the Committee, or (e) without the consent of the affected holder, causes the
ISO's granted under the 1992 Stock Option Plan and outstanding at such time
that satisfied the requirements of Sec. 422 of the Code to no longer to
satisfy such requirements.
1982 Incentive Stock Option Plan
The Company previously maintained a 1982 Incentive Stock Option Plan
(the "1982 Plan") under which 338,771 shares of Class A Common Stock were
reserved for grant. The 1982 Plan expired January 19, 1992 and no
additional options under the Plan can be granted. One-third of the shares
granted can be exercised each year beginning with the second year following
the date of grant. All options expire five years from date of grant. At
December 31, 1995, 22,000 options were outstanding under this plan of which
all were exercisable.
<PAGE>
401 (k) Retirement Plan
The Company has a Section 401 (k) Retirement Plan (the "Retirement Plan")
which offers employees tax advantages pursuant to Section 401 (k) of the
Internal Revenue Code. During the year ended December 31, 1995, all of the
employees of the Company and one of its subsidiaries (collectively, the "
Employer") were eligible to participate in the Retirement Plan if they had
reached the age of 21 and had been employed by the Employer for at least one
full calendar year. Under the terms of the Retirement Plan, a participant
may elect to defer up to 15% of his compensation. Thru February 1994, the
Company contributed ten cents on each dollar of the first 6% of compensation
contributed by participants. On February 4, 1994, the Board of Directors
approved an increase to fifteen cents on each dollar of the first 6% of
compensation contributed by participants effective March 1, 1994. Payments
are made by the Company and the Participants, the latter by means of a
payroll deduction program. Within specified limits, a participant has the
right to direct his or her savings into certain kinds of investments. The
total aggregate amount of the Company's contribution for Messrs. Kropf and
Wilson was $924. respectively, and for all executive officers as a group was
$1,848.
Stock Price Performance
The following Stock Performance Table shows the changes over the past five
year period in the value of $100 invested in: (1) the Company's Class A
Common Stock, (2) the American Stock Exchange Market Value Index, and (3)
the common stock of the peer group of companies comprising the Dow Jones -
Transportation Equipment Sector. The Transportation Equipment Sector is
principally comprised of manufacturers of rail cars, buses and commercial
land vehicles, including trucks and truck parts. The year-end values of
each investment are based on share price appreciation and the reinvestment
of dividends. The stock price performance shown below is not necessarily
indicative of future performance.
<TABLE>
Comparison of 5-Year Comulative Total Return
Performance Table for Supreme Industries, Inc.
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
Supreme
Industries, Inc. 100 163 788 1,125 1,200 1,843
Dow Jones-
Transportation
Equipment Sector 100 141 178 192 161 153
American Stock
Exchange Market
Value Index 100 128 130 155 141 178
</TABLE>
Transactions With Management
As part of its original acquisition on January 19, 1984, of the specialized
truck body manufacturing business now being operated by it, Supreme
Corporation acquired an option to purchase certain real estate and
improvements, at its Goshen, Indiana, and Griffin, Georgia facilities,
leased to it by lessors controlled by the sellers of such business (one of
whom is Omer G. Kropf). The option agreement provided that the option would
expire on January 8, 1989, and that, prior to that time, it could be
assigned to either or both of William J. Barrett and Herbert M. Gardner,
members of the Company's Board of Directors.
On July 25, 1988, Supreme Corporation assigned the option (with the consent
of the grantors of the option) to a limited partnership (the "Partnership").
The general partner of the Partnership is Supreme Corporation, and the
limited partnership interests therein are owned (directly or indirectly) by
individuals including Mr. Barrett, Mr. Gardner, Mr. Kropf, Dr. Cantwell, and
Mr. Campbell, all of whom are members of the Company's Board of Directors.
<PAGE>
In a transaction consummated on July 25, 1988, the Partnership exercised
the option and purchased all of the subject real estate and improvements.
Also on July 25, 1988, the Partnership and Supreme Corporation entered into
new leases covering Supreme facilities in Goshen, Indiana and Griffin,
Georgia at initial rental rates equivalent to those paid pursuant to the
lease agreements with the prior lessors. The leases granted to Supreme
Corporation certain options to purchase the properties for an aggregate
initial price of $2,765,000 (subject to increases after the first year based
upon increases in the Consumer Price Index). During the current fiscal year
ending December 31, 1996, Supreme Corporation is obligated to pay
approximately $474,000 in minimum annual lease payments to the Partnership.
In order to carry out the purchase of the subject real estate and
improvements, the Partnership borrowed from a bank $2,363,000 collateralized
by mortgages on such real estate, a security interest in specified personal
properties, and the assignments of the leases. The initial capital
contribution of the Partnership's limited partners covered the balance of
the purchase price.
Messrs. Gardner and Barrett, who are members of the Company's Board of
Directors, are also directors of Shelter Components Corporation ("Shelter").
The Company's Subsidiary -- Supreme Corporation-- purchases materials and
supplies from Shelter in the ordinary course of business. During the year
ended December 31, 1995, the Company's subsidiary purchased from Shelter
materials and supplies having an aggregate purchase price of approximately
$693,671, and such purchases were without special terms or condition. In
addition, as of December 31, 1995, Messrs. Gardner and Barrett owned, in the
aggregate, approximately 3% of the outstanding stock of Shelter.
Mr. Kropf, Executive Vice President and Director of the Company, is also
President of Ideal Transportation and secretary-treasurer of Quality
Transportation. In addition, Mr. Kropf is the sole shareholder of both
Ideal and Quality Transportation. The Company's Subsidiary, Supreme
Corporation, purchases delivery services from Quality and Ideal in the
ordinary course of business. During the year ended December 31, 1995,
Supreme Corporation purchased $1,354,000 and $54,000 from Quality and Ideal
respectively. All purchases were without special terms or conditions.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P. to serve as
auditors for the Company during the ensuing year. The Firm of Coopers &
Lybrand L.L.P. has served as auditors for the Company since October 1990.
It is expected that a representative of Coopers & Lybrand L.L.P. will be
present at the shareholders' meeting with the opportunity to make a statement
if he desires to do so and also will be available to respond to appropriate
questions at the meeting.
The Company's Board of Directors recommends that you vote FOR ratification
of the selection of Coopers & Lybrand L.L.P. as the Company's auditors for
the fiscal year ending December 31, 1996.
<PAGE>
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S
CLASS A COMMON STOCK FROM 15,000,000 TO 20,000,000 SHARES
The Company's Certificate of Incorporation authorizes the issuance of
15,000,000 shares of Class A Common Stock with a par value of $.10, of
which 7,127,289 shares were issued and outstanding as of March 1, 1996.
An additional 3,085,659 unissued shares are reserved for issuance with
respect to the Company's 1982 Incentive Stock Option Plan, 1992 Stock Option
Plan, 1993 Callable Warrants, 8.6% Convertible subordinated Notes, Series B,
and upon conversion of the Company's Class B Common Stock. The Board of
Directors has determined that it is appropriate to increase the number of
authorized shares of Class A Common Stock to 20,000,000 shares. The Board
of Directors believes this increase is necessary to insure that the Company
has a sufficient number of authorized but unissued shares of Class A Common
Stock available for corporate purposes, including possible future acquisitions
of businesses, equity and convertible debt financing, stock dividends, splits
or distributions, stock options, and for other general corporate purposes.
Having such additional authorized shares available for issuance in the
future will give the Company greater flexibility and will allow such shares
to be issued upon approval by the Board of Directors, without the expense
and delay of a special shareholders' meeting, unless such action is required
by applicable law or the rules of a stock exchange on which the Company's
securities are then listed. The Company has no agreements, commitments or
plans for the issuance of additional shares of Class A Common Stock, except
pursuant to the stock option plans, callable warrants, convertible notes,
and convertible Class B Common Stock of the Company as described above.
The additional shares of Class A Common Stock for which authorization is
sought will carry the same rights and privileges as the shares of Class A
Common Stock presently outstanding. In the event that shares are issued in
a transaction other than a stock dividend, split or distribution which
inures to the benefit of each shareholder on a proportional basis, the
additional shares of Class A Common Stock could have the effect of diluting
the voting power of outstanding shares of Class A Common Stock.
The Board of directors has approved the submission to the shareholders of a
proposed amendment to the Company's Certificate of Incorporation to effect
such increase in the authorized shares of Class A Common Stock. The
amendment would revise Article 4.a. of the Company's Certificate of
Incorporation so that the first sentence thereof would read as follows:
"The aggregate number of shares of Class A Common Stock which the
Corporation may issue is 20,000,000 shares with the par value of $.10."
Under the Delaware General Corporation Law, approval of the amendment
requires that affirmative vote of the holders of a majority of the
outstanding shares of Common stock of the Company entitled to vote thereon
and the affirmative vote of the holders of a majority of the outstanding
shares of Class A Common Stock of the Company entitled to vote thereon.
The amendment will become effective upon filing and recording a Certificate
of Amendment as required by the General Corporation Law of Delaware.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF
THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S CLASS A COMMON
STOCK FROM 15,000,000 TO 20,000,000 SHARES.
<PAGE>
OTHER MATTERS
The Company's management knows of no other matters that may properly be, or
which are likely to be, brought before the meeting. However, if any other
matters are properly brought before the meeting, the persons named in the
enclosed proxy, or their substitutes, will vote in accordance with their
best judgment on such matters.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Company's Annual
Meeting of Shareholders in 1997 must be received by the Company at its
principal executive offices in Goshen, Indiana, on or before December 1,
1996 in order to be included in the Company's proxy statement and form of
proxy relating to that meeting.
FINANCIAL STATEMENTS
Consolidated Financial Statements of the Company and Management's Discussion
and Analysis of Financial Condition and Results of Operations ("MD&A") are
contained in the Annual Report to Shareholders for the fiscal year ended
December 31, 1995, enclosed herewith, and such statements and MD&A are
incorporated herein by reference.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K WILL BE MADE
AVAILABLE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE TREASURER, SUPREME
INDUSTRIES, INC., P.O. BOX 237, 65140 U.S. 33 EAST, GOSHEN, INDIANA 46526
By Order of the Board of Directors
Goshen, Indiana
March 25, 1996 William J. Barrett
<PAGE>
CLASS A COMMON STOCK PROXY
SUPREME INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1996
The undersigned hereby appoint(s) Robert W. Wilson, Herbert M. Gardner
and Rice M. Tilley, Jr., or any of them, each with full power of
substitution, as proxies, to vote all Class A Common Stock in Supreme
Industries, Inc. which the undersigned would be entitled to vote on all
maters which may come before the 1996 Annual Meeting of Shareholders of
the Company and any adjournments thereof.
The Board of Directors recommends a vote FOR each of the following items:
(TO BE SIGNED ON REVERSE SIDE)
</PAGE>
<PAGE>
Please mark your
/x/ votes as in this
example. 1 1002900000
001-000094
1. Election of Directors:
___ For all nominees ___ Withhold authority Nominees: H. Douglas Schrock
listed at right to vote for the Rice M. Tilley, Jr.
except as marked nominees listed Rick L. Horn
to the contrary at right
below
INSTRUCTIONS: To withhold authority to vote for
any individual nominee, vote for
all nominees and write that nominee's
name on the line below.
____________________________________
2302 0033000000 1
2. RATIFICATION OF SELECTION __ FOR __ AGAINST __ ABSTAIN
OF COOPERS & LYBRAND L.L.P.
AS INDEPENDENT AUDITORS.
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY'S CLASS A COMMON STOCK
FROM 15,000,000 TO 20,000,000 SHARES.
__ FOR __ AGAINST __ ABSTAIN
RETURNED PROXY CARDS WHEN PROPERLY EXECUTED WILL BE VOTED:
(1) AS SPECIFIED ON THE MATTER(S) LISTED ABOVE; (2) IN ACCORDANCE
WITH THE DIRECTORS' RECOMMENDATIONS WHERE A CHOICE IS NOT SPECIFIED;
AND (3) IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES ON ANY MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING.
PLEASE DATE AND SIGN AS SHOWN HERE AND MAIL PROMPTLY IN THE ENCLOSED
ENVELOPE.
SIGNATURE(S) ____________________________ DATE ________________
Note: Executors, trustees, and others signing in a representative capacity
should indicate their names and capacity in which they sign.
</PAGE>
