<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
</TABLE>
AMERISTEEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(AMERISTEEL LOGO)
AMERISTEEL CORPORATION
5100 W. Lemon Street, Suite 312
Tampa, Florida 33609
INFORMATION STATEMENT
Written Consent of Stockholders
In Lieu of an
Annual Meeting of Stockholders
To the Stockholders of July 29, 1999
AmeriSteel Corporation:
This Information Statement is furnished pursuant to Regulation 14C of
the Securities Exchange Act of 1934, as amended, to provide information
regarding certain action to be taken by written consent by the holders of a
majority of the outstanding shares of Class B common stock (the "Class B Common
Stock") of AmeriSteel Corporation ("AmeriSteel" or the "Company"). Certain
stockholders of the Company, owning approximately 95.0% of the outstanding
Class B Common Stock, intend to act by written consent in lieu of an Annual
Meeting of Stockholders for the following purposes:
1. to elect eight directors, representing all of the members of the Board
of Directors of the Company; and
2. to approve the AmeriSteel Employee Stock Purchase/SAR Plan.
It is anticipated that the written consent is to be submitted to the
Company and become effective on or about August 19, 1999.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND TO
THE COMPANY A PROXY.
1
<PAGE> 3
At the close of business on July 10, 1999, there were 10,544,059
shares of Class B Common Stock outstanding, each of which is entitled to two
votes. There are no shares of Class A Common Stock outstanding, each of which
is entitled to one vote.
The approximate date on which this Information Statement is to be
mailed to stockholders is July 29, 1999.
SECURITY OWNERSHIP
The following table sets forth, as of July 10, 1999, the number of
shares of the Company's Class B Common Stock beneficially owned by (i) each
person known to the Company as having beneficial ownership of more than 5% of
the Company's Class B Common Stock together with such person's address if other
than the Company's address, (ii) each of its directors and nominees to become a
director, (iii) each named executive officer (as defined herein under
"Executive Compensation" and pursuant to Securities and Exchange Commission
rules) and (iv) all directors and executive officers as a group:
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount and Nature of
or Number in Group Beneficial Ownership (1) Percent of Class
------------------------ ------------------------ ----------------
<S> <C> <C>
Kyoei Steel Ltd. (2) . . . . . . . . . . . . . . . . . . . . . . 9,000,000 85.4%
Phillip E. Casey (3) . . . . . . . . . . . . . . . . . . . . . . 999,742 9.5%
Tom J. Landa . . . . . . . . . . . . . . . . . . . . . . . . . . 28,133 *
J. Donald Haney. . . . . . . . . . . . . . . . . . . . . . . . . 10,821 *
Shuzo Hikita . . . . . . . . . . . . . . . . . . . . . . . . . . 0 --
Koichi Takashima . . . . . . . . . . . . . . . . . . . . . . . . 500 *
Akihiko Takashima. . . . . . . . . . . . . . . . . . . . . . . . 0 --
Hideichiro Takashima . . . . . . . . . . . . . . . . . . . . . . 300 *
Ryutaro Yoshioka . . . . . . . . . . . . . . . . . . . . . . . . 0 --
Dennie Andrew. . . . . . . . . . . . . . . . . . . . . . . . . . 4,333 *
James S. Rogers, II. . . . . . . . . . . . . . . . . . . . . . . 3,333 *
All Directors and Executive Officers as
a Group (12 persons) . . . . . . . . . . . . . . . . . . . . . . 1,059,517 10.00%
</TABLE>
*Less than one percent
(1) Beneficial ownership of shares, as determined in accordance with
applicable Securities and Exchange Commission rules, includes shares
as to which a person has or shares voting power and/or investment
power. Except as otherwise indicated, all shares are held of record
with sole voting and investment power. For purposes of this table, a
person or group of persons is deemed to have "beneficial ownership" of
any shares as of a given date which such person has the right to
acquire within 60 days after such date.
2
<PAGE> 4
(2) All shares shown are directly owned by FLS Holdings, Inc., a wholly
owned subsidiary of Kyoei Steel Ltd. ("Kyoei"), Kyoei's address is 18F
Aqua Dojima, West Building, 1-4-16 Dojimahama, Kita-Ku, Osaka 530,
Japan.
(3) Includes 123,358 shares of Class B Common Stock that have been gifted
by Mr. Casey pursuant to Transfer and Proxy Agreements between Mr.
Casey and certain donees. The gifted shares are subject to certain
restrictions set forth in the agreements. Under the agreements, Mr.
Casey is appointed as attorney-in-fact with full power to vote the
shares in accordance with the decision of the holders of a majority of
the shares held by the donee stockholders and Mr. Casey. As a result,
Mr. Casey has the right to vote all 123,358 shares. Mr. Casey's
address is 5100 W. Lemon Street, Suite 312, Tampa, Florida 33609.
ELECTION OF DIRECTORS
Directors are elected for one year terms and until their successors
are duly elected and qualified. The Company's By-Laws provide that directors
shall be elected by a plurality of the votes cast. As of the date of this
Information Statement there are eight members on the Company's Board of
Directors.
Stockholders owning approximately 95.0% of the outstanding shares of
Class B Common Stock (the "Majority Stockholders") intend by written consent in
lieu of an Annual Meeting of Stockholders of the Company to elect the following
eight nominees to act as directors of the Company.
Koichi Takashima
Akihiko Takashima
Phillip E. Casey
Tom J. Landa
J. Donald Haney
Shuzo Hikita
Hideichiro Takashima
Ryutaro Yoshioka
The proposed nominees for election as directors are willing to be
reelected as directors. If as a result of circumstances not now known or
foreseen, a nominee shall be unavailable or unwilling to serve as a director,
the Majority Stockholders may elect such other person as they deem advisable.
The following table sets forth certain information regarding the
nominees for directors:
<TABLE>
<CAPTION>
NAME AGE YEARS AS A DIRECTOR
---- --- -------------------
<S> <C> <C>
Koichi Takashima. . . . . . . . . . . . . . 76 7
Akihiko Takashima . . . . . . . . . . . . . 62 7
Phillip E. Casey. . . . . . . . . . . . . . 56 5
Tom J. Landa. . . . . . . . . . . . . . . . 47 2
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C>
J. Donald Haney . . . . . . . . . . . . . . 63 11
Shuzo Hikita. . . . . . . . . . . . . . . . 56 3
Hideichiro Takashima. . . . . . . . . . . . 41 4
Ryutaro Yoshioka. . . . . . . . . . . . . . 60 4
</TABLE>
KOICHI TAKASHIMA has been Chairman of Kyoei for many years.
AKIHIKO TAKASHIMA has been Director of Kyoei for 27 years.
PHILLIP E. CASEY has been Chairman of the Board, Chief Executive
Officer and a director since June 1994.
TOM J. LANDA has been Chief Financial Officer, Vice President and
Secretary of the Company since April 1995. Mr. Landa was elected a director of
AmeriSteel in March 1997. Before joining the Company, Mr. Landa spent over 19
years in various financial management positions with Exxon Corporation and its
affiliates worldwide.
J. DONALD HANEY has been Group Vice President, Fabricated Reinforcing
Steel Group since 1979 and a director of the Company since 1988. Mr. Haney
joined the Company in 1958 and has held various management and sales positions
with the Company. Mr. Haney is principally responsible for the Company's
reinforcing steel fabricating group.
SHUZO HIKITA has been Vice President, Engineering and Technology from
September 1996 through May 1999 and a director of the Company since 1996. Prior
to September 1996, Mr. Hikita held several management positions with Kyoei
including Division Manager of Kyoei's Hirakata and Osaka mills from 1994 to
1996.
HIDEICHIRO TAKASHIMA has been a director of the Company since 1995.
Since June 1995, Mr. Takashima has been President and Chief Operating Officer
of Kyoei. From June 1992 until June 1995, Mr. Takashima held other senior
management positions with Kyoei.
RYUTARO YOSHIOKA has been a director of the Company since 1995. Mr.
Yoshioka has been Managing Director of Kyoei since July 1, 1994.
Koichi Takashima and Akihiko Takashima are brothers. Hideichiro
Takashima is the son of Koichi Takashima. None of the other directors are
related to one another.
4
<PAGE> 6
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES
The Board of Directors held two meetings during fiscal 1999. All
incumbent directors except for Koichi Takashima, Akihiko Takashima, Ryutaro
Yoshioka and Hideichiro Takashima attended at least 75% of all meetings of the
Board.
The Board of Directors has a standing Executive Compensation Committee
and Audit Committee.
The Executive Compensation Committee members are Mr. Koichi Takashima,
Mr. Hideichiro Takashima and Mr. Ryutaro Yoshioka. No meetings of the Executive
Compensation Committee were held during fiscal 1999, although the committee did
act by written consent. The Compensation Committee's principal responsibility
is to provide recommendations to the Board regarding compensation for executive
officers of the Company.
The Audit Committee members are Mr. Hideichiro Takashima and Mr.
Ryutaro Yoshioka. No meetings of the Audit Committee were held during fiscal
1999. This committee provides the opportunity for direct communication with the
independent certified public accountants and the Board. The Audit Committee
communicates with the certified public accountants periodically to review their
effectiveness during the annual audit program and to discuss the Company's
internal control policies and procedures.
The Board of Directors does not have a Nominating Committee because
the Board as a whole functions in this capacity.
COMPENSATION OF DIRECTORS
No director receives separate compensation for services rendered as a
director. Expenses incurred by directors who are employees of the Company to
attend meetings of the Board of Directors or committees thereof are covered by
the Company. The Company does not reimburse expenses incurred by non-employee
directors to attend board meetings.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934, as amended,
certain officers, directors and stockholders of the Company are required to
file reports of stock ownership and changes therein with the Securities and
Exchange Commission. Based solely upon the Company's review of such forms, all
such forms were filed timely, except that for Hiroyoshi Tsuchhiya, who retired
from the Company in June 1999, a Form 4 was not filed to report the exercise of
certain options and the sale of shares of Class B Class B Common Stock
received. The Company is in the process of preparing and filing this report
under Section 16 of the Securities Exchange Act of 1934.
5
<PAGE> 7
EXECUTIVE COMPENSATION COMMITTEE REPORT
This report is submitted by the Executive Compensation Committee with
respect to the compensation policies applicable to the Company's executive
officers for fiscal 1999. The Executive Compensation Committee is represented
by non-employee directors Mr. Koichi Takashima, Mr. Hideichiro Takashima, and
Mr. Ryutaro Yoshioka.
GENERAL POLICIES
The Company's executive compensation system is intended to attract,
retain, and motivate high quality executive officers who can enhance
stockholder value, and to support a performance-oriented environment that
rewards achievement of the Company's planned financial goals. The Committee
believes that linking executive compensation to corporate performance, through
an emphasis on performance bonuses, results in better alignment of compensation
with corporate goals and stockholder interests. The Committee also believes
that through stock ownership and stock options it has created a program that
promotes stockholder value creation in the long term. In evaluating the
performance of executive officers, the Committee's approach is to consult with
the Chief Executive Officer, except when evaluating his performance, in which
case the Committee's approach is to meet and deliberate independently without
the Chief Executive Officer being present.
The Company compensates its executive officers through three principal
types of compensation: annual base salary, annual incentive bonuses, and
long-term incentive awards through stock options and restricted stock. The
Committee's policies regarding the types of compensation are discussed below.
BASE SALARY
The annual base salary of each of AmeriSteel's executive officers is
based upon the scope of his or her responsibility and accountability within the
Company, as well as performance and experience criteria. In setting the level
of base salary for executive officers, other than the Chief Executive Officer,
the Committee's approach is to review the Chief Executive Officer's
recommendations together with other information from independent compensation
consultants.
ANNUAL INCENTIVE COMPENSATION
Each year the Executive Compensation Committee recommends to the Board
of Directors cash bonuses payable to the executive officers of the Company. The
awards are determined in accordance with AmeriSteel's Strategic Value Added
Executive Short-Term Incentive Plan (the "SVA Plan"), the purpose of which is
to award executives who substantially contribute in reaching specific annual
performance goals.
The SVA Plan is administered by the Executive Compensation Committee,
none of whom may participate in the awards. The Executive Compensation
Committee may appoint an officer of the Company to assist in the administration
of the SVA Plan and it may grant authority to such person to execute documents
on its behalf.
6
<PAGE> 8
The SVA Plan is designed to award for the attainment of a minimum
return on average capital employed for the year as determined at the beginning
of the fiscal year. Upon achievement, payments generally are made within two
months of the end of the fiscal year, provided, however, that all covenants
governing the Company's indebtedness for borrowed money are met prior to and
after giving effect to the payments. An award may also be paid in shares of the
Company's Common Stock if so determined by the Chief Executive Officer and
approved by the Board of Directors at any time prior to the payment of the
award or in any combination of cash and shares.
The Company has also implemented a performance based plan to award
virtually all other individuals who do not participate in the SVA Plan. The
Partners in Performance Plan ("PIP") ties a portion of an employee's pay to
established minimum performance requirements relative to the responsibilities
of their position. Generally, employees at the steel minimills have performance
criteria relating to tons of steel melted and/or tons of steel rolled,
employees associated with the fabricating operation have performance criteria
relating to manufacturing costs, employees at the rail products plants have
performance criteria relating to tons of finished steel product produced,
employees associated with the mills sales have performance criteria relating to
tons shipped, and general and administrative employees have performance
criteria relating to a combination of the above criteria. PIP awards are paid
in cash in the month following month of attainment except production employees
at the steel minimills and rail products operations, whose awards are paid the
week following the week of attainment.
LONG TERM INCENTIVE COMPENSATION
The Executive Compensation Committee believes that providing key
employees, including executive officers, with the opportunity to acquire stock
ownership or its equivalent over time is the most desirable way to align their
interest with those of the Company's stockholders. Stock options or stock
appreciation rights ("SARs"), awarded under the Company's 1996 Equity Ownership
Plan (the "EOP"), provide an incentive that focuses the attention of executive
officers and other employees on managing the Company from the perspective of an
owner with an equity interest in the business. In addition, stock options and
SARs are a key part of the Company's program for motivating and rewarding
managers over the long term.
The Executive Compensation Committee, upon recommendation by the Chief
Executive Officer, determines and makes final decisions regarding stock
options, restricted stock and other awards under the EOP. Such factors as
performance and responsibilities of individual managers and the management team
as a whole in addition to general industry practices play an integral role in
the determination of the number of options awarded to a particular senior
executive or employee. Accordingly, the Company has granted stock options to a
significant number of employees in various positions to afford them an
opportunity to participate in the Company's future growth, particularly in the
creation of value for all stockholders. In the fiscal year ended March 31,
1999, the Company granted stock options covering 40,850 shares to various
employees, none of which were granted to executive officers. In addition, the
Company granted 480,000 SARs, of which 300,000 were granted to executive
officers. The options vest in one-third increments each year beginning
approximately two years after the grant date and the SARs vest in one-quarter
increments each year beginning one year after the date of grant.
7
<PAGE> 9
In July 1999, the Board of Directors approved, upon recommendation by
the Executive Compensation Committee, the Stock Purchase/SAR Plan. The plan is
to be made available to essentially all employees of the Company. Employees who
purchase stock under the plan will be eligible to receive Stock Appreciation
Rights equal to four times the number of shares purchased under the plan. For
more information regarding the plan see "Proposal to Approve the AmeriSteel
Employee Stock Purchase/SAR Plan."
In September 1995, the Board of Directors approved, upon
recommendation by the Executive Compensation Committee, a one time Stock
Purchase/Option Plan identified as the Shares in Success Plan (the "SIS Plan").
The SIS Plan was made available to essentially all employees of the Company.
Employees who purchased stock were awarded stock options equal to six times the
number of shares purchased. A total of 37,689 shares were sold under the SIS
Plan at a purchase price of $10.63 per share, with 27,983 of these shares
remaining outstanding as of March 31, 1999. The options were granted at fair
value at the date of the grant, as determined by an independent appraisal as of
the end of the previous fiscal year-end. A total of 226,134 options were
granted under the SIS Plan. No options remain available for future grant under
this plan. The issued options become one-third vested two years from the grant
date, another one-third vested three years from the grant date and the
remaining balance vested four years from the grant date. Options may be
exercised for up to 10 years from the grant date.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 1999
Mr. Casey's salary is set annually by the Executive Compensation
Committee within the approved salary range. Mr. Casey's salary for fiscal 1999
was $255,000, which was unchanged from fiscal 1998. In fiscal 1999, Mr. Casey
was awarded a bonus of $229,398 under the SVA Plan due to the attainment of
certain performance targets. Mr. Casey did not participate in the stock options
awards made under the EOP during the fiscal year due to his ownership position
in the Company.
CONCLUSION
The Executive Compensation Committee believes that current total
compensation arrangements are reasonable and competitive. The Executive
Compensation Committee believes fiscal 1999 compensation for executive officers
is consistent with the current compensation philosophy and reflects corporate
performance. The Executive Compensation Committee will continue to monitor and
administer compensation programs for executive officers of the Company.
EXECUTIVE COMPENSATION COMMITTEE
Koichi Takashima - Committee Chairman
Akihiko Takashima
Ryutaro Yoshioka
8
<PAGE> 10
PERFORMANCE GRAPH
The following graph compares the cumulative total return of the
Company's Common Stock with the cumulative total return of the companies in the
Standard & Poor's 500 Index and S&P 500 Iron and Steel Index. Cumulative total
return for each of the periods shown in the Performance Graph is measured
assuming an initial investment of $100 on July 29, 1996, the date the Company's
Class B Common Stock was registered under Section 12 of the Securities Exchange
Act of 1934, and the reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN
(GRAPH)
<TABLE>
<CAPTION>
July 29, March 31, March 31, March 31,
1996 1997 1998 1999
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
AmeriSteel $100.00 $108.00 $160.00 $144.00
S&P 500 Index $100.00 $147.84 $218.80 $259.19
S&P 500 - Iron & Steel $100.00 $117.94 $141.52 $101.91
</TABLE>
9
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of the end of fiscal 1999, the members of the Company's Executive
Compensation Committee were Messrs. Koichi Takashima, Hideichiro Takashima and
Ryutaro Yoshioka. Although, no member of the Executive Compensation Committee
has at any time been an officer or employee of the Company, the members of the
committee are executive officers and/or directors of Kyoei.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into technical assistance arrangements with
Kyoei, which owns FLS Holdings, Inc. Under these arrangements the Company
reimburses Kyoei for the personnel costs of its consulting engineers and
certain travel and other expenses. Payments made by the Company under this
arrangement in fiscal 1999 were less than $500,000.
10
<PAGE> 12
EXECUTIVE COMPENSATION
The tables and descriptive information set forth below are being
furnished with respect to those persons who were the Company's Chief Executive
Officer and its four most highly compensated executive officers, other than the
Chief Executive Officer, whose salary and bonus exceeded $100,000 for the most
recent fiscal year (the "Named Executive Officers"). Tables have been omitted
where no compensation was awarded to, earned by or paid to any of the named
executives required to be reported in any fiscal year covered by that table.
SUMMARY COMPENSATION TABLE
The following table provides information concerning the annual
compensation of each of the Named Executive Officers of the Company for
services rendered to the Company in each of the Company's last three fiscal
years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------- ------------------------
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
STOCK OPTIONS/SARs COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS($)(1) (#)(1) SATION(2)
- --------------------------- ---- ------ ----- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Phillip E. Casey. . . . . . . . . 1999 $255,000 $229,398 $ -- -- $3,057
Chairman of the Board 1998 255,000 255,000 -- -- 4,750
and Chief Executive Officer 1997 255,000 65,637 -- -- 3,278
J. Donald Haney . . . . . . . . . 1999 219,120 197,120 -- 50,000 3,041
Group Vice President 1998 216,684 219,120 33,750 2,700 4,334
Fabricated Reinforcing Steel 1997 210,954 53,893 -- 3,500 3,032
Tom J. Landa. . . . . . . . . . . 1999 184,380 167,477 -- 50,000 3,024
Vice President and 1998 176,886 179,016 33,750 2,500 3,537
Chief Financial Officer 1997 170,217 43,886 -- -- 3,647
Dennie Andrew . . . . . . . . . . 1999 190,464 173,004 -- 50,000 8,661
Vice President, Steel 1998 165,960 166,956 33,750 2,500 47,212
Mill Operations 1997 84,588 26,227 -- 3,000 2,939
James S. Rogers, II . . . . . . . 1999 145,518 132,176 -- 50,000 2,991
Vice President, Human 1998 129,514 129,514 33,750 2,000 2,590
Resources (3)
</TABLE>
(1) All references are to Class B Common Stock. The shares of restricted
stock shown are subject to a substantial risk of forfeiture which for
Mr. Casey lapses at the rate of 20% per year beginning as of June 1,
1995 and for Messrs. Haney, Landa, Andrew and Rogers lapses at a rate
of 33% per year beginning as of April 1, 1997. At the end of fiscal
1999, the aggregate restricted stock holdings and value of such
holdings were for Mr. Casey 150,000 shares and $2,700,000
respectively, for Mr. Haney 2,500 and $45,000, respectively, for
Mr. Landa 6,500 shares and $117,000, respectively, for Mr. Andrew
2,500 and $45,000, respectively, and for Mr. Rogers 2,500 and $45,000,
respectively. Dividends, if declared and paid on the Common Stock
generally, are payable on such restricted shares at the same rate as
paid to all stockholders.
(2) These amounts consist of Company matching contributions made pursuant
to the Company's Savings Plan. For Mr. Andrew includes expenses
associated with his relocation of $5,342 in 1999 and $43,893 in 1998.
(3) Mr. Rogers was hired as an executive officer in fiscal 1998.
11
<PAGE> 13
SAR GRANTS TABLE
The following table shows information concerning SARs granted during
fiscal 1999 for the Named Executive Officers. No options were granted to the
Named Executive Officers in fiscal 1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION
---------------------------- -------------------------
% OF TOTAL
SARs
NUMBER OF GRANTED TO
SARs EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ------------ ---------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Philip E. Casey -- -- -- -- -- --
J. Donald Haney 50,000 10.42 17.00 3/17/09 534,560 1,354,681
Tom J. Landa 50,000 10.42 17.00 3/17/09 534,560 1,354,681
Dennie Andrew 50,000 10.42 17.00 3/17/09 534,560 1,354,681
James S. Rogers, II 50,000 10.42 17.00 3/17/09 534,560 1,354,681
</TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
No stock options were exercised by any of the Company's executive
officers during fiscal 1999. The following table shows information concerning
stock option values as of the end of fiscal 1999 for each Named Executive
Officer.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARs IN-THE-MONEY OPTIONS/SARs
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)
---- ----------------------------- -----------------------------
<S> <C> <C>
Phillip E. Casey . . . . . . . . . . . . . . . . 0/0 0/0
J. Donald Haney. . . . . . . . . . . . . . . . . 2,078/55,490 11,429/77,495
Tom J. Landa . . . . . . . . . . . . . . . . . . 8,640/56,820 47,520/85,010
Dennie Andrew. . . . . . . . . . . . . . . . . . 1,000/54,500 5,500/72,250
James S. Rogers, II. . . . . . . . . . . . . . . 0/52,000 0/59,000
</TABLE>
(1) The latest appraisal of the Company's common stock, as of March 31,
1999, sets forth a fair market value per share of $18.00.
PENSION BENEFIT
The table below sets forth the estimated annual benefits, payable as a
single life annuity beginning at retirement at age 65, at various remuneration
levels and for representative years of service at normal retirement date, under
the Company's tax qualified noncontributory defined benefit pension plan (the
"Retirement Plan"). Also, set forth below this section is information about the
estimated annual benefits (also reported as a single life annuity beginning at
retirement at age 65) payable under the Company's Supplemental Retirement Plan.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------------
FINAL AVERAGE COMPENSATION 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- -------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000. . . . . . . . . . . . . . $26,694 $33,368 $40,041 $46,715 $ 51,715
150,000. . . . . . . . . . . . . . 41,694 52,118 62,541 72,965 80,465
200,000. . . . . . . . . . . . . . 56,694 70,868 85,041 99,215 109,215
</TABLE>
Under the Retirement Plan, the compensation taken into account
generally includes all salary, bonuses and other taxable compensation, subject
to an annual compensation limit, which currently is $160,000. As of March 31,
1999, the final average compensation and years of credited service for the
Named Executive Officers for purposes of the Retirement Plan were as follows:
$159,023 and five years for Phillip E. Casey; $198,896 for benefits earned
through September 30, 1994 and $153,336 for benefits earned subsequently and 40
years for J. Donald Haney; $153,750 and four years for Tom J. Landa; $155,645
and three years for Dennie Andrew; and $156,116 and 18 years for James S.
Rogers, II. The benefits under the Retirement Plan are not subject to any
deduction for Social Security or other offset amounts.
12
<PAGE> 14
SUPPLEMENTAL RETIREMENT PLAN
The Company maintains a nonqualified, unfunded Supplemental Retirement
Plan (the "SRP"), which provides certain officers defined pension benefits in
addition to those provided under the Company's other plans. The SRP provides an
annual retirement benefit equal to the greater of (i) 50% of final average
compensation without regard to the $160,000 limit, and (ii) 2.4% of final
average compensation multiplied by years of service (up to 25), plus 1% of
final average compensation multiplied by years of service in excess of 25 (up
to 10), less (in either case) amounts to which the participant is entitled
under other retirement plans of the Company and prior employers and under
Social Security. As of March 31, 1999 the Company has accrued approximately
$162,410 in supplemental retirement benefits for the then one remaining active
employee (J. Donald Haney) covered by the SRP. No other Named Executive Officer
is covered by the SRP.
In connection with the acquisition of FLS Holdings Inc. by Kyoei, the
officers covered by the SRP have all waived certain rights, provided that if
such officers are terminated without cause (as defined in the mutually
effective severance agreements entered into with such officers), resign for
good reason (as defined in the mutually effective severance agreements) or die,
retire or become disabled, then such officers will be entitled to receive the
amounts they would have received had such officers not waived such rights.
EMPLOYMENT AGREEMENTS
Effective June 1, 1994, the Company entered into a five-year
employment agreement with Phillip E. Casey to serve as the Company's Chairman
of the Board of Directors and Chief Executive Officer. The Agreement terminated
June 1, 1999. However, certain provisions of the Agreement remain in effect for
up to and additional three years. Specifically, the Company has a right to
purchase from Mr. Casey the Company's Class B Common Stock acquired by Mr.
Casey pursuant to the Agreement. In addition, the Agreement provides that the
sale by the Company of any shares that are senior or preferred to the Class B
Common Stock held by Mr. Casey requires Mr. Casey's consent. Mr. Casey also has
certain rights to participate with the Company in a secondary public offering
of the Company's common stock and a right of first refusal with respect to 10%
of any new stock to be issued by the Company, except under certain
circumstances including certain public offerings, stock splits or stock
dividends.
APPROVAL OF THE AMERISTEEL EMPLOYEE STOCK PURCHASE/SAR PLAN
The Board of Directors of the Company approved the Company's Employee
Stock Purchase/SAR Plan on July 9, 1999 (the "Purchase/SAR Plan"). The purpose
of the Purchase/SAR Plan is to provide the Company's employees with an
opportunity, through the purchase of stock, to become part owners of the
Company or to increase the amount of their stock ownership. The Company
believes that employees finding themselves in the dual roles of part owners and
employees will have every reason to do all that they can to maintain and
increase the success of the Company.
The Majority Stockholders intend by written consent to approve the
Purchase/SAR Plan.
13
<PAGE> 15
SUMMARY OF THE PLAN
The Purchase/SAR Plan provides for three offering periods, with the
first offering period being the period from July 15, 1999 through September 29,
1999 and the second and third offering periods being the period beginning July
1 through September 29 in each of the years 2002 and 2005 (an "Offering
Period"). An aggregate of 100,000 shares of Class A Common Stock have been
reserved for issuance under the Purchase/SAR Plan.
Under the Purchase/SAR Plan, which is intended to qualify under the
provisions of Section 423 of the Internal Revenue Code, all employees are given
the right to purchase shares of the Class A Common Stock of the Company during
each offering period at a price equal to 85% of the value of the stock as of
the first day of the applicable Offering Period. Based on the most recently
available appraisal, the fair market value of the Company's Common Stock is
$18.00 and therefore, the offering price for the first offering period is
$15.30 ($18.00 x 85%). For each share of Class A Common Stock purchased, an
employee shall also receive a Stock Appreciation Right (an "SAR") equal to four
shares of Class A Common Stock.
All employees who are employed by the Company on the first day of an
Offering Period are eligible to participate. No consideration (other than the
stock purchase price) will be received by the Company for the granting of the
right to acquire stock or SARs under the Purchase/SAR Plan other than the
services rendered to the Company by the employee in such capacity.
During each Offering Period, an eligible employee is entitled to
purchase one share of Common Stock of the Company for each $1,000 of annualized
base salary as of the first day of the applicable Offering Period. However, no
eligible employee who is entitled to purchase at least 10 shares may purchase
fewer than 10 shares; and no eligible employee who is entitled to purchase
fewer than 10 shares shall be entitled to purchase less than the maximum number
of shares available to such employee. Within these limits, an eligible employee
is able to elect to purchase as many or as few shares in each exercise period
as he or she chooses.
Payment for the shares is required in cash or by check at the time of
the exercise of the rights. An eligible employee will also be able to pay for
such shares through payroll deduction. All shares purchased under the plan are
subject to a right of first refusal in favor of the Company.
For each share of Class A Common Stock purchased, an employee shall
also receive SARs equal to four shares of Class A Common Stock. Provided that
(i) the employee continues to hold the share of Common Stock with respect to
which the SAR was granted and (ii) the SAR is vested, then, during the
applicable SAR exercise period, the employee may exercise the SAR and receive
in cash the value of the SAR. The value of the SAR will be based on the amount
by which the Company's Common Stock has appreciated since the date of grant of
the SAR.
No SAR is exercisable within one year from the date of grant or more
than 10 years after the date of grant. SARs are vest in cumulative increments
of twenty-five (25%) every year beginning on the first anniversary from the
date of grant and continuing annually for a period of four years thereafter. In
general, a participant must be employed in order to exercise an SAR.
14
<PAGE> 16
An individual may not transfer any SAR or right to purchase Common
Stock granted under the Purchase/SAR Plan, although, in some circumstances
after the individual's death, the individual's personal representative may
exercise the SAR.
The Purchase/SAR Plan is administered by the Executive Compensation
Committee whose members are Messrs. Koichi Takashima, Hideichiro Takashima and
Ryutaro Yoshioka, none of whom are eligible to participate in the Plan.
FEDERAL INCOME TAX CONSEQUENCES
Generally, no gain or loss is recognized for federal income tax
purposes until stock purchased under the Purchase/SAR Plan is sold or otherwise
disposed of by its owner.
If the shares acquired under the Purchase/SAR Plan are held by the
employee for the holding period required by the Internal Revenue Code (two
years from the beginning of an Offering Period in which the shares were
acquired), upon the disposition of the stock, the employee will recognize
ordinary income (as compensation) to the extent of the lesser of: (i) the
amount by which the fair market value of the stock at the beginning of the
Offering Period exceeded 85% of such fair market value or (ii) the amount by
which the fair market value of the stock at the time of disposition exceeds the
purchase price. Any further gain will be taxed as a capital gain. If the sales
price is less than the purchase price, there will be no ordinary income; and
the employee will recognize a long-term capital loss equal to the difference
between the purchase price and the disposition price. If the holding period is
satisfied, the Company will not be entitled to a deduction at any time.
If the two-year holding period is not satisfied, the employee will
generally recognize in gross income (as compensation) in the year of
disposition the amount by which the fair market value of the stock on the date
of purchase exceeded the purchase price. Any difference between the fair market
value of the stock on the date of transfer and the sales price upon disposition
will be taxed as a capital gain or loss. The Company will be entitled to a
deduction in the year of disposition equal to the amount of ordinary income
recognized by the team member.
The recipient of an SAR should not recognize any taxable income upon
the grant of an SAR. The exercise of an SAR, however, will result in the
immediate recognition of taxable income by the recipient at ordinary income
rates in an amount equal to the amount of cash received upon the exercise. The
Company will receive a corresponding deduction at the same time.
The specific application and impact of the tax rules will vary
depending on the specific personal situation of individual employees.
15
<PAGE> 17
PLAN BENEFITS TABLE -- PURCHASE/SAR PLAN
The following table provides information regarding the number of
awards and the dollar value of awards under the Purchase/SAR Plan.
<TABLE>
<CAPTION>
Number
Name and Position Dollar Value of Units
----------------- ------------ --------
<S> <C> <C>
Philip E. Casey . . . . . . . . . . . . . . . . . . . * *
J. Donald Haney . . . . . . . . . . . . . . . . . . . (1) (1)
Tom J. Landa. . . . . . . . . . . . . . . . . . . . . (1) (1)
Dennie Andrew . . . . . . . . . . . . . . . . . . . . (1) (1)
James S. Rogers, II . . . . . . . . . . . . . . . . . (1) (1)
Executive Group(2). . . . . . . . . . . . . . . . . . (1) (1)
Non-Executive Director Group. . . . . . . . . . . . . * *
Non-Executive Officer Employee Group. . . . . . . . . (1) (1)
</TABLE>
- ---------------
* Not eligible for participation
(1) Purchases under the Purchase/SAR Plan are entirely within the
discretion of individual employee. The Company cannot determine the
amount of purchase that will be made in the future.
(2) Consists of seven executive officers including the five executive
officers listed above.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The firm of Arthur Andersen LLP has been the Company's independent
certified public accountants since fiscal 1995. The Company anticipates
retaining Arthur Andersen LLP as the Company's independent certified public
accountants for the year ending March 31, 2000. Stockholder approval of the
selection of the Company's independent certified public accountants is not
required by the Company's By-Laws or otherwise.
16
<PAGE> 18
AMERISTEEL CORPORATION
AMERISTEEL EMPLOYEE STOCK PURCHASE/SAR PLAN
ARTICLE 1
ESTABLISHMENT; PURPOSE
1.1 ESTABLISHMENT. AmeriSteel Corporation, a Florida corporation, (the
"Company") hereby establishes an incentive compensation plan to be known as the
"AmeriSteel Employee Stock Purchase/SAR Plan" (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to provide employees of the
Company and its subsidiaries with an opportunity to acquire a proprietary
interest in the Company through the purchase of authorized but unissued shares
of Class A Common Stock of the Company (the "Shares"), thus providing
participating employees with an incentive for outstanding performance. The Plan
also provides for the grant of SARs (the "SARs") to employees upon the purchase
of Shares.
1.3 MAXIMUM NUMBER OF SHARES. The maximum number of Shares that may be
offered under the Plan is 100,000.
1.4 STATUS. It is the intention of the Company to have the Plan
(except as it relates to Awards) qualify as an "employee stock purchase plan"
under Section 423 of the Code, and the regulations promulgated thereunder. The
provisions of the Plan, accordingly, shall be construed in a manner consistent
with such requirements.
ARTICLE 2
DEFINITIONS
2.1 DEFINITIONS. The following words and terms as used herein shall
have that meaning set forth therefor in this Article 2 unless a different
meaning is clearly required by the context.
(a) "AWARD" shall mean any SAR granted under the Plan upon the
purchase of a Share under the Plan by an Eligible Employee.
(b) "AWARD AGREEMENT" shall mean an SAR Agreement evidencing the
SAR granted under the Plan upon the purchase of a Share under the Plan by an
Eligible Employee.
===============================================================================
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE DATE OF THE PROSPECTUS IS JULY 15, 1999
===============================================================================
<PAGE> 19
(c) "BOARD" OR "BOARD OF DIRECTORS" shall mean the Board of
Directors of the Company.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code shall include a reference
to any successor provision.
(e) "COMMITTEE" is defined in Article 3.
(f) "COMPANY" shall mean AmeriSteel Corporation, a Florida
corporation, and its successors.
(g) "COMPENSATION" shall mean an Eligible Employee's annualized
regular base salary (exclusive of overtime, bonuses or any other form of
compensation, but before any reduction for elective contributions to any Code
Section 401(k) or Code Section 125 Plan) as of the first day of the applicable
Offering Period.
(h) "ELIGIBLE EMPLOYEE" shall mean any individual employed by the
Company or any Subsidiary who meets the eligibility requirements of Article 4.
The Committee shall have the sole power to determine if the eligibility
requirements have been satisfied.
(i) "FAIR MARKET VALUE" of the Shares shall mean the closing
price of such Shares on the date in question (or, if no Shares are traded on
such day, on the next preceding day on which Shares were traded), of the Common
Stock on the principal securities exchange in the United States on which such
Shares are listed, or if such Shares are not listed on a securities exchange in
the United States, the closing price on such day on the NASDAQ Stock Market
("NASDAQ"), or NASDAQ's successor, or if not reported on NASDAQ, the fair
market value of such Shares as determined by the Committee in good faith and
based on all relevant factors.
(j) "OFFERING PERIOD" is defined in Section 5.1.
(k) "PARTICIPANT" shall mean an Eligible Employee who has
purchased Shares pursuant to the provisions of Article 5 and who has
outstanding an Award granted under the Plan.
(l) "PLAN" shall mean the AmeriSteel Employee Stock Purchase/SAR
Plan, as set forth herein and as amended from time to time.
(m) "PURCHASE DOCUMENTS" are defined in Section 5.4.
(n) "SAR" or "STOCK APPRECIATION RIGHT" shall mean a stock
appreciation right granted to an Eligible Employee under Article 7, as more
fully described therein.
(o) "SHARES" shall mean shares of the common stock of the
Company.
2
<PAGE> 20
(p) "SUBSIDIARY" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.
2.2 USAGE. Whenever appropriate, words used in the singular shall be
deemed to include the plural and vice versa, and the masculine gender shall be
deemed to include the feminine gender.
ARTICLE 3
ADMINISTRATION
3.1 COMMITTEE. This Plan shall be administered by a committee
appointed by the Board of Directors (the "Committee"). The Committee shall
consist of not less than two (2) nor more than five (5) persons, each of whom
shall be a member of the Board, and none of whom shall be eligible to
participate under the Plan. The Board of Directors may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors.
3.2 ORGANIZATION. The Committee shall select one of its members as
chairman, and shall hold meetings at such time and places as it may determine.
The acts of a majority of the Committee at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be valid acts of the Committee.
3.3 POWER AND AUTHORITY. Subject to the provisions of the Plan, the
Committee shall have full authority, in its discretion: (a) to determine the
employees of the Company and its Subsidiaries who are eligible to participate
in the Plan; (b) to determine the purchase price of the Shares offered under
Article 5; (c) to determine the term of an Award (including the time or times
when an Award may be exercised) within the parameters set forth in this Plan;
and (d) to interpret the Plan, Award Agreements and any other agreement or
instrument entered into under the Plan, and to prescribe, amend and rescind
rules and regulations with respect to the administration of the Plan. The
interpretation and construction by the Committee of any provision of the Plan,
an Award or any other agreement or instrument entered into under the Plan, and
all other determinations and decisions of the Committee pursuant to the
provisions of the Plan, shall be final, conclusive and binding on all
Participants and other affected persons. All actions and policies of the
Committee shall be consistent with the qualification of the Plan at all times
as an employee stock purchase plan under Section 423 of the Code.
3.4 NO LIABILITY. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan.
3
<PAGE> 21
ARTICLE 4
EMPLOYEES ELIGIBLE TO PARTICIPATE
4.1 GENERAL RULE. Any person, including any officer but not a person
who is solely a director, who is in the employ of the Company or any Subsidiary
on the first day of an Offering Period is eligible to participate in the Plan
with respect to the offering provided hereby with respect to such Offering
Period.
4.2 SPECIAL RULES. Notwithstanding any provision of the Plan to the
contrary, no person shall be eligible to subscribe for any Shares under the
Plan if:
(a) immediately after the subscription, the employee would own
stock and/or hold outstanding options to purchase stock, possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company or of any Subsidiary (as determined in accordance with the provisions
of Section 423(b)(3) of the Code);
(b) the subscription would permit his or her rights to purchase
shares under all stock purchase plans of the Company and its parent and
subsidiary corporations to accrue at a rate that exceeds $25,000 of Fair Market
Value of such shares (determined at the time such right to subscribe accrues)
for each calendar year in which such right to subscribe is outstanding at any
time;
(c) the subscription is otherwise prohibited by law; or
(d) his or her employment is terminated for any reason prior to
the "record ownership date" as defined in Section 5.8 with respect to an
Offering Period (in which event such person no longer shall be an Eligible
Employee and any previous subscription for Shares under Article 5 for such
Offering Period shall be null and void).
ARTICLE 5
STOCK PURCHASE RIGHTS
5.1 OFFERING PERIODS. The period beginning on July 15, 1999 and on
July 1 of each of the years 2002 and 2005, inclusive, and ending on September
29 of each such year shall be an Offering Period. Thus, there are a total of
three Offering Periods under this Plan. Each Eligible Employee may purchase
Shares under this Article 5 during one or more of the Offering Periods, subject
to any limitations or other restrictions imposed by Section 4.2. The right of
an Eligible Employee to subscribe to Shares shall not be deemed to accrue until
the first day of an Offering Period.
5.2 PRICE. The purchase price per Share shall be 85% of the Fair
Market Value of the Share on the first day of the Offering Period.
4
<PAGE> 22
5.3 NUMBER OF SHARES THAT MAY BE PURCHASED.
(a) During an Offering Period, an Eligible Employee shall be
entitled to subscribe for a total number of Shares equal to one Share for each
One Thousand Dollars ($1,000.00) of his or her Compensation with respect to
such Offering Period. However, with respect to each Offering Period, no
Eligible Employee who is entitled to purchase at least ten (10) shares shall be
entitled to subscribe for fewer than ten (10) Shares; and no Eligible Employee
who is entitled to purchase fewer than ten (10) Shares shall be entitled to
subscribe for fewer than the maximum number of Shares he or she is entitled to
purchase.
(b) Subscriptions shall be allowed for full Shares only. Any
rights to subscribe for fractional Shares shall be void; and any computation
relating to fractional Shares shall be rounded down to the next lowest whole
number of Shares.
(c) If with respect to any Offering Period, the available Shares
are oversubscribed, the aggregate of the subscriptions allowable for such
Offering Period shall be reduced to such lower figure as may be necessary to
eliminate the oversubscription. Such reduction shall be effected on a
proportionate basis as equitably as possible; but in no event shall such
reduction result in a subscription for fractional Shares. In the event of an
oversubscription and cutback as provided in this paragraph (c), the Company
will refund to the participating Eligible Employees any excess payment for
subscribed Shares as soon as practicable after the end of the Offering Period
in question.
5.4 ELECTION TO PARTICIPATE. An Eligible Employee may purchase
Shares under the Plan during an Offering Period by completing a subscription
agreement, indicating the number of Shares to be purchased, and such other
documents as the Company may require (the "Purchase Documents"); and by
tendering the Purchase Documents and cash or a check (payable in U.S. funds)
for the full subscription price (less the amount to be withdrawn from such
Eligible Employee's Account pursuant to Section 6.3) to the Benefits Director
of the Company (or such other person as may be designated by the Committee) at
any time during the Offering Period. Purchase Documents and cash or check
received by the Benefits Director of the Company (or other designated person)
before or after the Offering Period shall be void and shall be given no effect
with respect to the offering; and the Benefits Director (or other designated
person) shall return such documents and cash or check to the involved employee
as soon as practicable after receipt. Valid subscriptions shall be effective
and the purchase of Shares shall take place at the end of the Offering Period.
5.5 NO REVOCATION OF ELECTION. No election to participate in an
offering may be revoked, canceled, or otherwise changed by an Eligible Employee
once the Purchase Documents and payment have been tendered to the Company. Any
such election, however, is subject to cancellation or reduction by the Company
as expressly provided in the Plan.
5.6 NO INTEREST. No interest shall be payable on the purchase price of
the Shares subscribed for or on the funds returned to employees as a result of
an oversubscription, pursuant to Section 5.4 for early or late delivery, or
otherwise pursuant to the Plan.
5
<PAGE> 23
5.7 DELIVERY OF CERTIFICATES REPRESENTING SHARES.
(a) As soon as practicable after the purchase of Shares by a
Participant, the Company shall issue or cause to be issued and registered in
the name of such Participant a certificate or certificates representing the
Shares purchased in the offering.
(b) If determined by the Company in its discretion appropriate to
administer the right of first refusal provisions of Article 8, but only for so
long as such provisions remain in effect, certificates representing Shares
shall not be delivered to Participants but shall be delivered to the Company to
be held by the Company as safekeeping agent for the benefit of each
Participant. A written safekeeping receipt evidencing the Shares so held in
safekeeping, bearing the name of the Participant, indicating the number of the
certificate or certificates and the number of Shares so represented shall be
delivered promptly to each Participant. In its capacity as safekeeping agent
for Participants, the Company shall act in accordance with instructions
received from such Participants, which instructions are to be confirmed in
writing if deemed appropriate by the Company. The safekeeping agency shall not
affect the rights of Participants as owners of Shares.
(c) Upon the expiration of the right of first refusal provisions
of Article 8, any safekeeping agency arrangement adopted pursuant to Section
5.7(b) shall terminate and the certificates representing the Shares owned by
Participants, registered in the name(s) of the Participants, shall be delivered
promptly to such Participants.
5.8 RIGHTS AS STOCKHOLDER. A participating employee shall have no
right as a stockholder with respect to any Shares subscribed for under this
Article 5 until after the purchase of the Shares and the date on which he or
she becomes a record owner of the Shares so purchased (the "record ownership
date"). No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions, or other rights
for which the record date is prior to the record ownership date, except as
provided in Article 9.
5.9 TERMINATION OF EMPLOYMENT. An employee whose employment is
terminated for any reason shall have no right to participate in the Plan after
termination. However, the termination shall not affect any election to
participate in the Plan that is made prior to termination in accordance with
the provisions of Section 5.4, except as provided under Section 4.2.
5.10 RIGHTS NOT TRANSFERABLE. The right of an Eligible Employee to
participate in the Plan shall not be transferable by the employee, and no right
of an Eligible Employee under this Article 5 may be exercised after his or her
death, by his or her personal representative or anyone else, or during his or
her lifetime by any person other than the Eligible Employee.
5.11 GRANT OF SAR. The purchase of a Share under this Article 5 shall
entitle an Eligible Employee to receive certain SARs, as provided in Article 7.
6
<PAGE> 24
ARTICLE 6
PAYROLL DEDUCTION
6.1 ELECTION OF PAYROLL DEDUCTION. Each Eligible Employee may elect
(on such form as may be provided by the Company) to have a portion of his or
her Compensation deducted from each paycheck (or, if the Company so permits,
from only the first paycheck in each month) for the purpose of accumulating
funds to purchase Shares under Article 5. An Eligible Employee may change the
amount to be withheld from time to time in accordance with rules established by
the Committee, which rules may include, among other things, limitations on the
number of times changes are permitted and when changes are permitted. A change
shall be effective no earlier than the first full payroll period following
receipt of the new form by the Committee. The Committee may, however, on a
uniform and non-discriminatory basis delay the effective date of a change if it
determines that such a delay is either necessary or appropriate for the proper
administration of the Plan.
6.2 MAINTENANCE OF ACCOUNTS. A separate Account shall be maintained
for each Eligible Employee who has amounts withheld from his or her
Compensation under this Article 6. The maintenance of separate Accounts shall
not require the segregation of any assets from any other assets held under this
Article 6. The Accounts shall not bear interest. Each Account shall be adjusted
from time to time to reflect the amounts withheld from the Compensation of the
Eligible Employee to whom the Account relates, the amounts withdrawn by such
Eligible Employee for purchases of Shares under Article 5, and for other
amounts withdrawn by such Eligible Employee from the Account.
6.3 USE OF ACCOUNTS TO PURCHASE COMMON STOCK. At the time that an
Eligible Employee elects to purchase Shares under Article 5, the Eligible
Employee may elect to have a specified amount from his Account (up to the whole
amount thereof) used to pay all or a portion of the purchase price.
6.4 OTHER USE OF ACCOUNTS. As soon as practicable after the later of
the time that a person is no longer an Eligible Employee or the end of an
Offering Period, the balance in such person's Account shall be paid to such
person or his or her legal representative. In addition, the Committee may also
permit the complete withdrawal of the amounts in an Account under such uniform
and non-discriminatory conditions as it may impose from time to time
(including, without limitation, not permitting the Eligible Employee making
such withdrawal from again electing payroll deductions for a specified period
of time). Except as otherwise provided in Section 6.3 and this Section 6.4, an
Eligible Employee shall not withdraw any amount from his or her Account, in
whole or in part.
7
<PAGE> 25
ARTICLE 7
GRANT OF STOCK APPRECIATION RIGHTS (SARs)
7.1 GRANT. Subject to the terms and provisions of the Plan, an
Eligible Employee shall be granted an SAR with respect to four (4) Shares for
each Share purchased by the Eligible Employee under Article 5. The date of
grant shall be September 29 of the year in which the Share is purchased.
7.2 TERM AND EXERCISABILITY OF SARs.
(a) Each SAR shall be exercisable, in whole or in part, only in
accordance with the following chart:
<TABLE>
<CAPTION>
Number of Years from the Exercisable Percentage
Date the SAR is Granted of Number of SARs
- ----------------------- -----------------
<S> <C>
Less than 1 year 0%
1 year, but less than 2 years 25%
2 years, but less than 3 years 50%
3 years, but less than 4 years 75%
4 years or more 100%
</TABLE>
(b) Notwithstanding the foregoing, a Participant shall be 100%
vested in the value covered by the SAR in the event the Participant dies or
becomes totally and permanently disabled (as determined in the sole discretion
of the Committee) while still employed by the Company.
(c) To the extent not exercised, exercisable portions of SARs
shall be exercisable, in whole or in part, in any subsequent period, but not
later than the expiration date of the SAR. No SAR shall be exercisable after
the expiration of ten (10) years from the date it is granted.
(d) When it deems special circumstances to exist, the Committee
in its discretion may accelerate the time at which an SAR may be exercised if,
under previously established exercise terms, such SAR was not immediately
exercisable in full, even if the acceleration would permit the SAR to be
exercised more rapidly than the vesting set forth above in the chart would
permit.
7.3 FORFEITABILITY. In all events, an SAR (whether or not vested)
shall automatically terminate and be forfeited without further action on the
part of the Company or the Committee at any time that the Participant is no
longer the record owner of the Share acquired under Article 5 with respect to
which the SAR was granted.
8
<PAGE> 26
7.4 DEATH OR OTHER TERMINATION OF EMPLOYMENT.
(a) In the event that a Participant shall cease to be employed by
the Company or a Subsidiary for any reason other than his death, subject to the
conditions that no SAR shall be exercisable after the expiration of ten (10)
years from the date it is granted, such Participant shall have the right to
exercise the SAR at any time within thirty (30) days after such termination of
employment to the extent his right to exercise such SAR had accrued pursuant to
this Article 7 at the date of such termination and had not previously been
exercised; such thirty (30) day limit shall be increased to ninety (90) days if
the termination of employment was the retirement or early retirement of the
Participant (as defined under the Company's qualified Retirement Plan) and to
one (1) year for any Participant who dies during the thirty (30) day or ninety
(90) day period, whichever may be applicable, and the SAR may be exercised
within such extended time limit by the Participant or, in the case of death,
the personal representative of the Participant or by any person or persons who
shall have acquired the SAR directly from the Participant by bequest or
inheritance. Whether an authorized leave of absence or absence for military or
governmental service shall constitute termination of employment for purposes of
the Plan shall be determined by the Committee, whose determination shall be
final and conclusive.
(b) In the event that an Participant shall die while in the
employ of the Company or a Subsidiary and shall not have fully exercised any
SAR, the SAR may be exercised, subject to the conditions that no SAR shall be
exercisable after the expiration of ten (10) years from the date it is granted,
to the extent that the Participant's right to exercise such SAR had accrued
pursuant to this Article 7 at the time of his or her death and had not
previously been exercised, at any time within one (1) year after the
Participant's death, by the personal representative of the Participant or by
any person or persons who shall have acquired the SAR directly from the
Participant by bequest or inheritance.
(c) No SAR shall be transferable by the Participant otherwise
than by will or the laws of descent and distribution.
(d) During the lifetime of the Participant, the SAR shall be
exercisable only by him or her and shall not be assignable or transferable and
no other person shall acquire any rights therein.
7.5 EXERCISE PROCEDURES. SARs may be exercised by presenting written
notice to the Committee, on such forms as may be prescribed by the Committee,
specifying the number of SARs being exercised. The notice shall be delivered in
person or sent by U.S. registered or certified mail, postage and fees prepaid,
return receipt requested, to the executive offices of the Company at 5100 West
Lemon Street, Suite 312, Tampa, Florida 33609, marked "Attention: Benefits
Director." The exercise date shall be the date on which the notice of exercise
is received by the Committee's designated representative.
7.6 PAYMENT UPON EXERCISE. Upon the exercise of an SAR as provided in
Section 7.5, the Company will make payment to the authorized holder, in cash,
of the value of the SAR. The amount to be paid shall be the amount, if any,
equal to the product of (i) the number of SARs being
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exercised times (ii) the amount by which the Fair Market Value of a Share at
the date of exercise exceeds the Fair Market Value of a Share at the date of
grant.
7.7 NO RIGHTS AS A STOCKHOLDER. A Participant shall have no rights as
a stockholder with respect to any SAR.
7.8 MODIFICATION, EXTENSION AND RENEWAL OF SARS. Subject to the terms
and conditions and within the limitations of the Plan, the Committee may modify
outstanding SARs granted under the Plan. Notwithstanding the foregoing,
however, no modification of an SAR shall, without the consent of the
Participant, alter or impair any of the rights or obligations under any SAR
theretofore granted under the Plan.
ARTICLE 8
LIMITATIONS ON TRANSFER; REPURCHASE OF SHARES
8.1 RIGHT OF FIRST REFUSAL. As a condition to subscribing for Shares
under Article 5, an Eligible Employee shall agree that he or she will not sell,
assign, transfer, pledge, or otherwise dispose of any Shares he or she may
acquire under the Plan, or attempt to do so, without first offering to sell the
shares to the Company in accordance with the terms and conditions of this
Article 8, and any disposition or attempted disposition of Shares in violation
hereof shall be null and void.
8.2 VOLUNTARY DISPOSITION.
(a) If the record owner of the Shares shall desire to sell,
assign, transfer, pledge, or otherwise dispose of any Share, such owner shall
first serve notice (the "Offer to Sell") to that effect upon the Company,
offering to sell such Share to the Company in accordance with the terms of this
Article 8. The Company shall have the right (but not the obligation) to
purchase all or any part of the Shares so offered within thirty (30) days after
receipt by the Company of the Offer to Sell; provided, that if acceptance would
result in a default by the Company under any loan covenants applicable to it,
the Company shall have one hundred eighty (180) days rather than thirty (30)
days within which to exercise its purchase rights.
(b) Subject to the right of the Board of Directors of the Company
in its sole discretion to discontinue or modify its repurchase program,
including solely with respect to a record owner, for any reason or for no
reason at any time, the Company agrees to repurchase any and all Shares held by
a record owner at the request of the record owner within the time specified in
paragraph (a) above. Subject to change or modification at any time and from
time to time by the Board of Directors, the repurchase price shall be equal to
the appraised value of the Shares as of the end of the immediately preceding
fiscal year as determined by the Board of Directors based on an appraisal made
at the request of the Company (or based on the latest such appraised value if
an appraisal has been obtained by the Company as of a date after the end of the
immediately preceding fiscal year).
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(c) If for any reason the Company shall fail to exercise its
right to purchase all of the offered Shares, the record owner may offer the
offered Shares not elected to be purchased by the Company for sale to a third
party and complete the sale within 60 (sixty) days after he or she receives
notice of the Company's refusal to repurchase; provided, however, that any
person acquiring the shares from the record owner in such event will be
required, among other things, to consent to the imposition of the restrictions
on resales included in this Article 8 and to enter into a similar arrangement
with the Company.
8.3 TERMINATION OF EMPLOYMENT. If the employment of the record owner
with the Company shall terminate for any reason, whether by action of the
Company, by death of the employee, the resignation or retirement of the
employee, or otherwise, the record owner shall be deemed to have made an Offer
to Sell under the provisions of Section 8.2 as of the date the employee's
employment terminates with respect to all Shares acquired under this Plan and
then owned by the record owner. If the termination occurs by reason of the
death of the employee, or if the employee should die after otherwise making or
being deemed to have made an Offer to Sell, the offer shall be binding upon his
estate, and the employee's duly appointed and acting personal representative
shall act in his or her behalf.
8.4 EXPIRATION OF PROVISIONS. The provisions of this Article 8 shall
be applicable only during the time prior to any public offering of Shares
(excluding any offering to employees, whether under this Plan or otherwise,
registered under Form S-8); and the provisions of this Article 8 shall expire
as of the effective date of the registration statement under the Securities Act
of 1933 with respect to any such public offering of Shares.
ARTICLE 9
MISCELLANEOUS
9.1 STOCK ADJUSTMENTS.
(a) In the event of any increase or decrease in the number of
issued Shares resulting from a stock split or other division or consolidation
of shares or the payment of a stock dividend (but only on Shares) or any other
increase or decrease in the number of Shares effected without any receipt of
consideration by the Company, then, in any such event, the number of Shares
that remain available under the Plan, the number of Shares and the purchase
price per Share then subject to subscription by Eligible Employees and the
number of Shares to which an outstanding SAR relates and the payment amount
therefor shall be proportionately and appropriately adjusted for any such
increase or decrease.
(b) Subject to any required action by the stockholders, if any
change occurs in the Shares by reason of any recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, or of any
similar change affecting Shares, then, in any such event, the number and type
of shares then subject to subscription by Eligible Employees, the purchase
price thereof and
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the number and type of Shares to which an outstanding SAR relates and the
payment amount therefor shall be proportionately and appropriately adjusted for
any such increase or decrease.
(c) In the event of a change in the Shares as presently
constituted that is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any change shall be deemed to be Shares
within the meaning of the Plan.
(d) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by, and in the
discretion of, the Committee, whose determination in that respect shall be
final, binding and conclusive.
(e) Except as hereinabove expressly provided in this Section 9.1,
an Eligible Employee or a Participant shall have no rights by reason of any
division or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation, merger or
consolidation, or spin-off of assets or stock of another corporation; and any
issuance by the Company of shares of stock of any class, securities convertible
into shares of stock of any class, or warrants or options for shares of stock
of any class shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to any subscription
or with respect to which any SAR relates.
(f) The existence of the Plan, any subscription for Shares under
Article 5, and the grant of an Award under Article 7 shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate, or to dissolve, to liquidate, to sell, or to transfer all or
any part of its business or assets.
9.2 NECESSITY FOR DELAY. If at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of the
Shares covered by the Plan upon any securities exchange or under any state or
federal law or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Plan, the
offer, issue or purchase of Shares thereunder, the Plan shall not be effective
as to later offerings of Shares, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. Notwithstanding the foregoing
or any other provision in the Plan, the Company shall have no obligation under
the Plan to cause any Shares to be registered or qualified under any federal or
state law or listed on any stock exchange or admitted to any national marketing
system.
9.3 AMENDMENT OF THE PLAN; TERMINATION. The Board shall have the right
to revise, amend or terminate the Plan at any time without notice, provided
that no Participant's existing rights are adversely affected thereby without
the consent of such person, and provided further that, without approval of the
stockholders of the Company, no such revision or amendment shall (a) increase
the total number of Shares subject to the Plan; or (b) change in the
designation of the corporations whose
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employees may be offered rights under the Plan. The foregoing prohibitions in
this Section 9.3 shall not be affected by adjustments in shares and purchase
price made in accordance with the provisions of Section 9.1.
9.4 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Shares pursuant to the Plan will be used for general corporate
purposes.
9.5 NO OBLIGATION TO PARTICIPATE. The offering of any Shares and the
granting of any Award under the Plan shall impose no obligation upon any
employee to subscribe to purchase any such shares or to exercise any such
Award.
9.6 NO IMPLIED RIGHTS TO EMPLOYEES. The existence of the Plan, the
offering of Shares, and the granting of Awards shall in no way give any
employee the right to continued employment, give any employee the right to
receive any Shares or any additional compensation under the Plan, or otherwise
provide any employee any rights not specifically set forth in the Plan or in
any Award.
9.7 WITHHOLDING. Whenever the Company proposes or is required to issue
or transfer Shares under the Plan, the Company shall have the right to require
a participating employee to remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax liability prior to the
delivery of any certificate or certificates for such shares. Whenever under the
Plan payments are to be made in cash, such payments shall be made net of an
amount sufficient to satisfy any federal, state or local withholding tax
liability.
9.8 CONDITIONS TO EFFECTIVENESS. The Plan shall become effective upon
the satisfaction of all the following conditions:
(a) the adoption of the Plan by the Board of Directors; and
(b) the approval of the Plan by the stockholders of the Company
within twelve (12) months after its adoption by the Board.
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