<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
C. H. Heist Corporation
--------------------------------------------------------------------------------
(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):
/X/ $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 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
C.H. HEIST CORP.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1995
To the Shareholders:
The 1995 Annual Meeting of Shareholders of C.H. Heist Corp. (the "Company")
will be held at the Sheraton Sand Key, 1160 Gulf Boulevard., Clearwater Beach,
Florida 34630, on Monday, May 15, 1995, at 10:00 A.M. local time, for the
following purposes:
1. To elect six Directors of the Company, each of whom is to hold office
until the next Annual Meeting of Shareholders and until the due election
and qualification of his successor;
2. To ratify the selection by the Board of Directors of the firm of KPMG
Peat Marwick LLP as independent public accountants for the Company and
its subsidiaries for the fiscal year 1995; and
3. To transact such other business as may properly come before the meeting
and any adjournment or adjournments thereof.
The Shareholders of record at the close of business on March 31, 1995, will
be entitled to notice of, and to vote at, the meeting or any adjournments
thereof.
If you cannot personally attend the meeting, it is requested that you
promptly fill in, sign and return the enclosed proxy, which needs no postage if
mailed in the United States.
By order of the Board of Directors
Isadore Snitzer
Secretary
Dated: April 4, 1995
<PAGE> 3
C.H. HEIST CORP.
-------------------------
PROXY STATEMENT
-------------------------
The enclosed proxy is solicited by the Board of Directors of the C.H. Heist
Corp. (the "Company") to be voted at the 1995 Annual Meeting of Shareholders to
be held at the Sheraton Sand Key, 1160 Gulf Boulevard, Clearwater Beach, Florida
34630, on Monday, May 15, 1995, at 10:00 A.M., and at any adjournment or
adjournments thereof.
Only Shareholders of record as of the close of business on March 31, 1995,
are entitled to notice of, and to vote at, the meeting or any adjournments
thereof. On March 31, 1995, the Company then had outstanding voting securities
consisting of 2,870,273 shares of Common Stock, par value $.05 per share.
("Common Shares"). Each share is entitled to one vote. Shares cannot be voted at
the meeting unless the Shareholder is present or represented by proxy.
The cost of soliciting proxies will be borne by the Company. In addition to
the use of mails, proxies may be solicited, personally or by telephone or
facsimile transmission, by officers, directors and regular employees of the
Company. The Company will also request securities brokers, custodians, nominees
and fiduciaries to forward soliciting material to the beneficial owners of stock
held of record and will reimburse them for their reasonable out-of-pocket
expenses in forwarding soliciting material.
Any Shareholder executing the accompanying form of proxy has the power to
revoke it at any time prior to its exercise. Such revocation may be made in
person at the 1995 Annual Meeting of Shareholders or by written notification to
the Secretary of the Company. Every properly signed proxy will be voted unless
previously revoked if the proxy is returned to the Company properly executed and
in sufficient time to permit the necessary examination and tabulation of the
proxy before a vote is taken.
The Company's address is 810 North Belcher Road, Clearwater, Florida 34625,
and the telephone number is (813) 461-5656. This Proxy Statement and the
enclosed proxy will be mailed to the Shareholders on or about April 4, 1995.
ITEM 1 -- ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
Six Directors are to be elected at the meeting each to serve until the next
annual meeting of shareholders and until the Director's successor shall have
been elected and shall have qualified. It is intended that the shares
represented by proxies solicited by the Board of Directors will be voted for the
six nominees for Director of the Company hereinafter named, unless authority to
vote for one or more nominees is withheld. If for any reason any of said
nominees shall become unavailable for election, which is not now anticipated,
the proxies will be voted for a substitute nominee designated by the Board of
Directors, if any.
Six Directors were elected to the Board of Directors at the 1994 Annual
Meeting of Shareholders and are nominees for re-election at the 1995 Annual
Meeting of Shareholders.
The following information about each nominee with respect to his principal
occupation or employment and the name and principal business of the corporation
or other organization in which such occupation or
<PAGE> 4
employment is carried on and other affiliations has been furnished to the
Company by the respective nominees for director:
<TABLE>
<CAPTION>
FIRST BECAME
NAME PRINCIPAL OCCUPATION AGE A DIRECTOR
-------------------------------- ------------------------------------------ --- ------------
<S> <C> <C> <C>
Charles H. Heist................ Chairman of the Board of Directors and 44 1978
President of the Company
John L. Rowley.................. Vice President -- Finance 51 1994
Richard J. O'Neil............... Retired 65 1973
Willard F. Foster............... Retired 71 1956
Chauncey D. Leake, Jr. ......... Financial/Business Consultant 67 1971
Charles E. Scharlau............. Chairman of the Board and Chief Executive 67 1980
Officer, Southwestern Energy Co.
</TABLE>
Charles H. Heist, who has been President of the Company since 1983, became
Chairman of the Board and Chief Executive Officer of the Company in November
1988 upon the retirement of Willard F. Foster from those positions. From 1983
until his retirement, Mr. Foster served as Chairman of the Board and Chief
Executive Officer of the Company. Richard J. O'Neil served as Vice
President -- Finance of the Company from 1973 until May 1992, when he became
Senior Vice President. Mr. O'Neil retired as an Officer in May of 1994. Mr.
Rowley became Vice President -- Finance and Chief Financial Officer of the
Company in May, 1992. Prior to that he was Treasurer and Chief Accounting
Officer of the Company from 1975 until his promotion in 1992.
Mr. Leake has been a Financial/Business Consultant since October 1990. From
March 1, 1988 to October 1990 he was Vice President of First Albany Companies,
Inc., an investment banking firm. Prior to joining that firm, Mr. Leake was
employed as a Vice President of Moseley Securities Corporation, a member of the
New York Stock Exchange, Inc., with which firm he was associated for over five
years.
Mr. Scharlau is Chairman of the Board and Chief Executive Officer of
Southwestern Energy Co., a one-utility holding company with subsidiaries engaged
in the exploration, production and marketing of natural gas and oil and in the
operation of an intrastate gas transmission and distribution system in Arkansas.
He has been associated with that corporation for over five years.
INFORMATION ABOUT THE BOARD OF DIRECTORS
During the Company's fiscal year ended December 25, 1994, the Board of
Directors of the Company held a total of four (4) regularly scheduled meetings.
During fiscal 1994, each of the Directors attended all meetings of the Board and
all meetings of all committees of the Board on which he served, except for one
director who missed one meeting. Nonemployee directors received a director's fee
of $1,800 per meeting, plus expenses during fiscal 1994.
The Board of Directors has executive, executive compensation and audit
committees. The executive committee consists of Messrs. Heist, Rowley and
Foster. During the 1994 fiscal year, the executive committee held four meetings,
the compensation committee met twice and the audit committee met twice. The
compensation committee consists of Messrs. Foster, Leake and Scharlau and
authorizes the compensation for each executive officer. The audit committee
consists of Messrs. O'Neil, Leake and Scharlau. This committee monitors and
reviews the financial controls, reporting procedures, and internal checks and
balances of the Company as well as the independence and performance of its
outside auditors. The Company does not have any standing nominating committee.
The usual duties and functions of a nominating committee are considered and
acted upon by the entire Board of Directors.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth pertinent information concerning the
ownership of shares by persons know to the Company to own beneficially as of the
record date more than 5% of the outstanding shares of Common Stock of the
Company. For the purpose of this proxy statement, beneficial ownership has the
meaning given under the rules of the Securities and Exchange Commission relating
to proxy statements and does not necessarily indicate economic interest. The
beneficial ownership information presented herein is based upon information
furnished by each person or contained in filings made with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS
---------------------------------------------------- ----------------------- --------
<S> <C> <C>
C.H. Heist Trust.................................... 753,780(1)(2) 26.3%
c/o Isadore Snitzer,
Charles H. Heist,
Clydis D. Heist and
Willard F. Foster,
Trustees
710 Statler Building
Buffalo, New York 14202
Charles H. Heist.................................... 280,918(1)(3)(4) 9.8%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Victoria Hall....................................... 214,331(4)(5) 7.5%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Dixie Lea Clark..................................... 181,838(4)(5) 6.3%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Clydis D. Heist..................................... 326,306(4) 11.4%
Trust For The Benefit Of Grandchildren
Quest Advisory Corp. ............................... 229,230(6) 8.0%
1414 Avenue of the Americas
New York, New York 10019
</TABLE>
---------------
(1) The 753,780 shares indicated are held of record in a trust created by Mr.
C.H. Heist for the benefit of his family prior to his death in February
1983. The four trustees of the trust are Clydis D. Heist, Willard F. Foster,
Charles H. Heist and Isadore Snitzer. Each of the trustees may be deemed to
be the beneficial owner of the shares held in the trust as they share both
voting and investment powers with respect to such shares pursuant to the
terms of the trust. The trust will continue until the death of Mrs. Heist
and the children of Mr. and Mrs. Heist.
(2) Isadore Snitzer is also the beneficial and record owner of 2,022 shares
(less than 1%).
(3) Amount indicated includes options that are presently exercisable to purchase
9,853 shares and 271,065 shares owned directly by Mr. Heist. Mr. Heist is
the Chairman of the Board and President of the Company.
(4) There are nine Trusts created for the benefit of the children of Charles H.
Heist and his sisters, Victoria Hall and Dixie Lea Clark. They also are
trustees of the trusts. Each of the trustees may be deemed to be the
beneficial owner of the shares held in trust as they share both voting and
investment powers with respect to such shares pursuant to the terms of the
trusts.
3
<PAGE> 6
(5) The two daughters of C.H. Heist (deceased) and Clydis D. Heist are both of
majority age and own their shares directly. The 214,331 shares owned by
Victoria Hall and the 181,838 shares owned by Dixie Lea Clark do not include
the 753,780 shares owned by the C.H. Heist Trust or the shares of the Trust
for the children mentioned in footnote 4. Both daughters disclaim any
beneficial ownership of such shares.
(6) Quest Advisory Corp. is a registered investment advisor under the Investment
Advisors Act of 1940, which is controlled by Charles M. Royce, its
President. Mr. Royce disclaims beneficial ownership of the shares owned by
Quest.
SECURITY OWNERSHIP OF MANAGEMENT
As of March 31, 1995, the Directors, individually, and all Directors and
Officers of the Company as a group, respectively, owned beneficially the
following amounts of Common Stock of the Company:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------------------------------------------ -------------------- --------
<S> <C> <C>
Charles H. Heist............................................ 280,918(1)(2)(3) 9.8%
John L. Rowley.............................................. 16,359(3)(6) (5)
Richard J. O'Neil........................................... 18,104(4) (5)
Willard F. Foster........................................... 71,047(1)(7) 2.5%
Chauncey D. Leake, Jr. ..................................... 498 (5)
Charles E. Scharlau......................................... 205 (5)
All Officers and Directors (15 persons)..................... 1,559,731(8) 54.3%
</TABLE>
---------------
(1) Does not include the 753,780 shares held by the C.H. Heist Trust with
respect to which Willard F. Foster, Charles H. Heist, Clydis D. Heist and
Isadore Snitzer share voting and investment powers. See footnote (1) under
table of "Security Ownership of Certain Beneficial Owners" above.
(2) See footnotes (3) and (4) under Table of "Security Ownership of Certain
Beneficial Owners", above. Does not include 326,306 shares held in trust for
the children of Charles H. Heist and his two sisters.
(3) Executive Officer of the Company.
(4) Amount indicated includes options that are presently exercisable to purchase
16,939 shares.
(5) Less than 1%.
(6) Amount indicated are options that are presently exercisable.
(7) The 71,047 shares indicated are beneficially owned by and held in trust for
the benefit of Willard F. Foster.
(8) Includes options that are presently exercisable to purchase 119,079 shares,
and the 753,780 shares and 326,306 shares described in footnotes (1) and
(4), under security ownership of certain beneficial owners.
4
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities for the Company and its subsidiaries
for the fiscal years ended December 25, 1994, December 26, 1993 and December 27,
1992, of those persons who were, at December 25, 1994, (i) the chief executive
officer and (ii) the other four most highly compensated executive officers of
the Company and its subsidiaries, (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION(1) ------------
-------------------------------- SECURITIES
FISCAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS
-------------------------------------------------- ------ -------- -------- ------------
<S> <C> <C> <C> <C>
Charles H. Heist.................................. 1994 $145,000 $ -- --
Chairman of the Board 1993 $138,000 $ -- --
President and Director 1992 $131,800 $18,500 9,853
W. David Foster................................... 1994 $120,000 $55,440 16,000
President -- Chief Operating Officer 1993 $109,000 $50,358 --
Ablest Service Corp. 1992 $102,720 $59,288 8,660
John L. Rowley.................................... 1994 $112,000 $ -- 10,000
Vice President -- Finance 1993 $105,000 $ -- --
C.H. Heist Corp. 1992 $ 92,360 $12,500 6,359
Duane F. Worthington II........................... 1994 $103,000 $24,926 5,000
Vice President -- Operations U.S. 1993 $ 95,000 $ -- --
C.H. Heist Corp. 1992 $ 90,000 $14,339 6,289
Kurt R. Moore..................................... 1994 $ 90,000 $39,600 11,000
Vice President 1933 $ 81,000 $35,640 --
Ablest Service Corp. 1992 $ 76,000 $31,925 2,972
</TABLE>
---------------
(1) The Company provides to certain of its officers income tax services and the
use of Company cars. The amounts indicated do not include the cost to the
Company of such benefits as management believes they do not exceed 10% of
total salary and bonus of any individual.
(2) Bonus for 1993 and 1994 was accrued based on the Company's Management
Incentive Plan. See "Report on Executive Compensation".
5
<PAGE> 8
OPTION GRANTS
Shown below is information on grants of stock options pursuant to the
Company's 1991 Stock Option Plan (the "Option Plan") during the fiscal year
ended December 25, 1994, to the Named Officers.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
PERCENTAGE RATES OF STOCK
OF TOTAL PRICE
OPTIONS EXERCISE APPRECIATION FOR
GRANTED TO OR BASE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------
NAME GRANTED(1) FISCAL 1994 (PER SHARE) DATE 5% 10%
----------------------------- ---------- ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
W. David Foster.............. 8,000(A) $7.81(A) 02/21/04
8,000(B) 19.9% $7.25(B) 11/13/04 $71,280 $187,600
John L. Rowley............... 5,000(A) $7.81(A) 02/21/04
5,000(B) 12.4% $7.25(B) 11/13/04 $44,550 $117,250
Duane F. Worthington II...... 5,000(B) 6.2% $7.25(B) 11/13/04 $20,000 $ 55,000
Kurt Moore................... 5,000(A) $7.81(A) 02/21/04
6,000(B) 13.7% $7.25(B) 11/13/04 $48,550 $128,250
</TABLE>
---------------
(1) The options indicated were granted on February 21, 1994 ("A") and November
13, 1994 ("B") and vested on the date of grant. If a "Change in Control" or
a "Potential Change in Control" (as defined in the Option Plan) occurs then,
to the extent vested, all options outstanding under the Option Plan will be
cashed out on the basis of the difference between the option exercise price
and the "Change of Control Price" (as defined in the Option Plan) as of the
date the Change in Control or Potential Change of Control is deemed to have
occurred or such other date as the Company may determine prior to the Change
in Control. Generally, the "Change of Control Price" is defined under the
Option Plan to mean the highest per share price offered or paid in the
60-day period preceding the Change in Control or Potential Change in
Control.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The Table below provides information with respect to unexercised options to
purchase the Company's Common Stock granted under the Option Plan to Named
Officers and held by them on December 25, 1994. None of the Named Officers
exercised any stock options during fiscal 1994. All options indicated are fully
exercisable.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
NAME DECEMBER 25, 1994 AT DECEMBER 25, 1994
-------------------------------------------------- -------------------- --------------------
<S> <C> <C>
Charles H. Heist.................................. 9,853 $-0-
W. David Foster................................... 24,660 $-0-
Kurt R. Moore..................................... 13,972 $-0-
John L. Rowley.................................... 16,359 $-0-
Duane F. Worthington II........................... 11,289 $-0-
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
BY THE COMPENSATION COMMITTEE
The Compensation Committee is composed of three independent, non-employee
directors. The committee approves the salaries of executive officers and
monitors the Management Incentive Plan (the "Incentive Plan") and the Stock
Option Plan (the "Option Plan"). The Incentive Plan was approved by the Board of
6
<PAGE> 9
Directors and became effective in fiscal 1993. The Option Plan was approved by
the Board of Directors and the shareholders of the Company and became effective
in fiscal 1992.
The Company's compensation programs are designed to attract and retain
qualified executives by providing competitive salaries and, through the
Management plan and the Option Plan, incentive compensation linked to financial
performance of the Company. The Company's executive compensation program
consists of three key elements: (1) a base salary component; (2) an annual bonus
component; and (3) a long-term, stock option component. The policies with
respect to each of these elements, as well as the basis for determining the
compensation of the Chief Executive Officer of the Company, Charles H. Heist,
are described below.
Salary Component. Base salaries for executive officers are determined with
reference to salary ranges established by the Compensation Committee in fiscal
1993 based on a comprehensive survey of base salaries for executive officers of
non-manufacturing companies conducted for the Company by the Director of Human
Resources in conjunction with an outside consulting firm. These salary ranges
were adjusted upward by approximately 5.5% for fiscal 1995. The ranges were not
adjusted for fiscal 1994. The ranges are considered by the committee to provide
competitive compensation to the Company's executive officers and encompass
salaries in the 50th to 75th percentiles of salaries for comparable positions as
determined by the survey.
For fiscal 1995, the Compensation Committee approved a 13.8% increase in
the base salary of the Company's Chairman and Chief Executive Officer. This
compares to a 5% increase awarded to the Chief Executive Officer for fiscal
1994. In awarding this increase, the committee considered the Company's
financial performance, particularly a dramatic improvement from a $1,716,000
first quarter loss to a $1,140,000 fourth quarter profit, and the Chief
Executive Officer's leadership in addressing the problems at the Company's OMSI
division that had caused substantially all of the first quarter loss. The
committee believes that the efforts of the Chief Executive Officer enabled the
Company to restructure OMSI, produce record profits in the fourth quarter and an
overall profit for fiscal 1994. Additionally, the committee believed that the
increase in the Chief Executive Officer's salary was warranted in order to bring
his compensation to a level competitive with that of chief executive officers in
the non-manufacturing sector, based on the survey referred to above. With this
increase, the salary of the Chief Executive Officer is at approximately the 70th
percentile of salaries for chief executive officers as determined by the survey.
Salaries for the other executive officers of the Company for fiscal 1995
were increased by the Compensation Committee based on recommendations by the
Chief Executive Officer. These increases ranged from 4% to 8%, with the average
increase being approximately 7%. This compares to increases for fiscal 1994 for
such officers ranging from 3% to 11%, with the average increase for the year
being 7%. The fiscal 1995 increases place the salaries of these executive
officers at or somewhat below the 75th percentile of salaries for comparable
executive positions as determined by the survey. In awarding these increases,
the committee considered the Company's financial performance, the executive
officers' individual contributions to such performance, and the competitiveness
of the base salaries of these officers as compared to the base salaries of
executives reflected in the survey.
Management Plan. The Management Plan is an annual goal attainment plan
that provides incentive awards based upon the achievement of predetermined and
communicated financial performance objectives. The Chief Executive Officer and
the Chief Financial Officer of the Company establish on an annual basis
operating income objectives for each segment of the Company and a return on
equity objective for the company as a whole. Depending on their position in the
Company, executive officers' incentive awards are set at 25% to 30% of their
base salaries for the fiscal year. Depending on position 70%-80% of the
incentive award is based on achievement of the operating income objective and
the remainder of the award on achievement of the return on equity objective. If
both objectives are met, executive officers receive 100% of their target
incentive award. If the objectives are exceeded, bonuses may reach up to a
maximum of 200% of the targeted incentive award. No incentive is paid below 80%
of target. Pro rata amounts are paid from 80% to 100% of target.
For fiscal 1994, incentive awards were accrued under the Management Plan
for three executive officers in the amount shown in the compensation table. Two
of these officers exceeded their operating income objectives
7
<PAGE> 10
by 20% or more and received the maximum amount of incentive (200% of target
incentive award) based on this objective. The other executive officer who
received an incentive award exceeded his operating income objective by 2% and
received 110% of his target incentive award for this objective. The return on
equity objective established for fiscal 1994 was not met and no incentive was
paid for this objective. The other executive officers of the Company did not
achieve their operating income objectives and thus did not receive bonuses for
fiscal 1994.
Option Plan. The Option Plan is intended to advance the interest of the
Company and its shareholders by enhancing the Company's ability to attract and
retain highly-qualified key employees and by providing an incentive to such
employees to achieve the Company's long-term business plans and objectives. No
options were granted to the Chief Executive Officer in fiscal 1994. Options were
granted to the other executive officers in fiscal 1994, based on accomplishments
during fiscal 1993 and fiscal 1994. Options were granted to these executive
officers for exceeding financial objectives for fiscal 1993 and fiscal 1994,
expanding the Company's industrial maintenance services through the acquisition
of OMSI in fiscal 1993, and restructuring OMSI after a first quarter loss in
fiscal 1994. Information about the options is contained in the compensation
tables.
THE COMPENSATION COMMITTEE
Charles E. Scharlau Chauncey D. Leake, Jr.
Willard F. Foster
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
The Board of Directors of the Company includes Charles H. Heist, Willard F.
Foster, Chauncey D. Leake, Jr., Richard J. O'Neil, Charles E. Scharlau, and John
L. Rowley, of whom Messrs. Foster, Leake and Scharlau are members of the
compensation committee.
Willard F. Foster, who served on the compensation committee of the Board of
Directors during 1994, served as the Chairman of the Board and Chief Executive
Officer of the Company prior to his retirement in 1988.
In addition, two of the Company's facilities are presently leased on a
month-to-month basis from a partnership, Colander Associates. The beneficial
interests of this partnership are held by members of the family of Mr. C.H.
Heist (deceased), by Messrs. Willard F. Foster, Isadore Snitzer and Robert
Goldsmith and by the Estate of Louis Borins. Both leases obligated the Company
during fiscal 1994 to bear all expenses relating to the maintenance of the
properties and to pay all insurance premiums and real estate taxes and
assessments. The Company paid approximately $63,500 under these leases
(including $37,200 of fixed rents) for the year ended December 25, 1994.
UNITED STATES EMPLOYEES' PENSION PLAN
Since July 1, 1986, the Company has maintained the C.H. Heist Corp. United
States Employees' Pension Plan ("Pension Plan"), a defined benefit retirement
plan for the benefit of its eligible non bargaining unit United States employees
and their beneficiaries. All non bargaining unit United States employees of the
Company become participants in the Pension Plan upon completion of one year of
eligibility service. All of the executive officers listed in the preceding "Cash
Compensation" table participate in the Pension Plan.
The Pension Plan is a trusteed plan and is funded entirely by Company
contributions. The Pension Plan is administered by a Committee appointed by the
Company, consisting of Gail A. Orffeo, John L. Rowley and Isadore Snitzer.
The Pension Plan generally provides a monthly benefit at normal retirement
(age 65) equal to 1 percent of an employee's average monthly compensation (as
defined in the Pension Plan) during the employee's service, multiplied by the
employee's years of credited service to a maximum of thirty. In general, the
monthly compensation covered by the Pension Plan includes salary and bonuses.
Credited service means an employee's service with the Company after July 1,
1986. An employee will be fully vested under the Pension Plan if the
8
<PAGE> 11
employee completes five years of vesting service after July 1, 1986. An employee
may elect to retire under the Pension Plan after age 55 and completion of five
years of vesting service. Benefits are reduced for an employee who elects the
early retirement option as defined in the Pension Plan agreement. In addition,
the Pension Plan provides for certain disability and death benefits.
Under a defined benefit plan, contributions are not specifically allocated
to individual participants. The table below shows estimated annual retirement
benefits based on a 5.5% increase in annual compensation covered by the plan
payable to each of the executive officers named above in the "Cash Compensation"
table, who retires at age 65 after the number of years of credited service
indicated. The estimates assume that benefits commence at age 65 and that the
employee elects to receive the benefits only during the employee's own lifetime
rather than the joint lives of the employee and the employee's spouse.
<TABLE>
<CAPTION>
AMOUNT OF REMUNERATION
PAID FOR FISCAL YEAR
ENDED DEC. 25, 1994 PROJECTED YEARS OF
COVERED BY THE CREDITED SERVICE
NAME OF INDIVIDUAL PENSION PLAN AT NORMAL RETIREMENT BENEFIT
------------------------------------------ ---------------------- -------------------- -------
<S> <C> <C> <C>
Charles H. Heist.......................... $145,000 29 $42,300
W. David Foster........................... $150,000 14 $16,700
John L. Rowley............................ $112,000 22 $24,800
Duane F. Worthington II................... $127,926 30 $30,700
Kurt R. Moore............................. $129,600 30 $34,000
</TABLE>
DIRECTOR COMPENSATION. Starting with the August, 1993 Board of Directors
meeting the fee paid to each nonemployee Director of the Company was increased
from $1,500 to $1,800 per meeting.
CONSULTING AGREEMENT. On November 15, 1988, the Company entered into a
Consulting Agreement with Willard F. Foster pursuant to which Mr. Foster will be
paid $350 per day (or $200 per half day) plus expenses for rendering consulting
services to the Company. Under the Agreement, Mr. Foster is guaranteed 20 full
days of compensable service per calendar year. The Consulting Agreement contains
provisions relating to non-competition and business secrets, but otherwise
permits Mr. Foster to render consulting services to third parties. The initial
term of the Consulting Agreement was for one year, and it provides that it is
automatically renewed from year to year unless written notice is given before
November first of the prior year. Mr. Foster was paid $700.00 under this
agreement in 1994.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE. As permitted by Section 727
of the New York Business Corporation Law, the Company has purchased directors'
liability insurance of up to $1,000,000 to provide indemnification for the
Company and all Officers and Directors. The current liability insurance policy,
with a one-year policy period effective October 14, 1994, was issued by the
Chubb Group of Insurance Companies at an annual premium of $18,200.
COMMON STOCK PERFORMANCE
The stock performance graph presented on the next page compares the Company
to the American Stock Exchange Market Value Index, (a broad market Index) and
American Stock Exchange Service Industry Index.
The American Stock Exchange Service Industry Index is intended to provide a
peer group comparison, to the extent possible. A search of publicly traded
companies that was made for the Company by an independent consultant was able to
discover only one company with the same mix of businesses as the Company
(industrial maintenance and temporary employment), and that company's capital
structure was not comparable to the Company's. It was determined after an
extensive search that the Company could not construct an appropriate peer group
in the same industries because they would be over weighed to either Industrial
Maintenance or Temporary Help. Having no appropriate alternative to use as a
peer group, the AMEX Service Industry Index was selected. C.H. Heist Corp. is
one of 139 companies that are included in the Service Industry Index.
9
<PAGE> 12
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
C.H. HEIST CORPORATION AND THE AMEX MARKET VALUE AND SERVICE INDUSTRY INDICES
<TABLE>
<CAPTION>
AMEX SERVICE
MEASUREMENT PERIOD C.H. HEIST AMEX MARKET INDUSTRY
(FISCAL YEAR COVERED) CORPORATION VALUE INDEX INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 125 82 79
1991 119 105 111
1992 134 106 121
1993 130 126 158
1994 121 115 132
</TABLE>
* Assumes $100 invested on 12/29/89 in C.H. Heist Corp. stock and the AMEX
Market Value and Service Industry Indices. Also assumes reinvestment of all
dividends.
CERTAIN TRANSACTIONS
Certain of the Company's Buffalo, New York facilities are leased from Mr.
Charles H. Heist, Chairman of the Board, President and Chief Executive Officer
of the Company, and his two sisters, Dixie Lea Clark and Victoria Hall. Under
the lease, which was amended in 1974 to cover a new addition to the building and
amended in 1984 to cover a further addition and to extend the term of the lease
to November 30, 1995, the Company is responsible for maintenance and all
insurance premiums, assessments and taxes and the rent is to be increased or
decreased once every three (3) years in the event of each full 10% change in the
cost of living index. The increase or decrease in the rent is fixed by the lease
at an amount equal to $1,650 per year for each full 10% change. Rents of
approximately $60,500 including amounts paid for the foregoing purposes, were
paid under the lease during the year ended December 25, 1994.
In the opinion of the Board of Directors of the Company, the terms of the
leases with Mr. Heist and his sisters and the leases with the partnership were,
at the time they were entered into, at least as favorable to the Company as were
available from nonaffiliated persons.
For the 1994 fiscal year, the Company paid $60,950 for legal services to
the law firm of Borins, Setel, Snitzer & Brownstein, 710 Statler Towers,
Buffalo, New York 14202, a law firm in which Isadore Snitzer, Esq., the
secretary of the Company, is a partner.
CERTAIN REPORTS
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than 10% of its Common
Stock are required to report their ownership of the Company's Common Stock and
any changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established, and the Company is
required to report in this Proxy Statement
10
<PAGE> 13
any failure to file by these dates during 1994. All of these filing requirements
were satisfied by the Company's directors, officers and ten percent holders,
except that Victoria Hall, who is a beneficial holder of more than 10% of the
Company's Common Stock, filed one report late with respect to one transaction in
1994. In making these statements, the Company has relied solely upon the written
representation of its directors, officers and 10% holders and copies of the
reports that they have filed with the Commission.
ITEM 2 -- RATIFICATION OF AUDITORS
KPMG Peat Marwick LLP audited the Company's financial statements for the
fiscal year ended December 25, 1994 and has been selected by the Board of
Directors to audit the Company's financial statements for the current fiscal
year. KPMG Peat Marwick LLP and its predecessors have audited the Company's
financial statements annually since 1969 and is considered well qualified by
management and the Board of Directors. KPMG Peat Marwick LLP is a member of the
Securities and Exchange Commission Practice Section of the American Institute of
Certified Public Accountants -- Division of C.P.A. Firms and accordingly, has
periodic Peer Reviews which consist of a review of the quality of its accounting
and auditing practice by another C.P.A. Firm. A representative of KPMG Peat
Marwick LLP is expected to attend the meeting and will have an opportunity to
make a statement or respond to appropriate questions from Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
ANNUAL REPORT
The Annual Report of the Company to the Shareholders for the fiscal year
ended December 25, 1994, including financial statements, which Annual Report is
not a part of this proxy solicitation material, either accompanies or has been
mailed to shareholders prior to the mailing of this proxy material.
On written request, the Company will provide without charge to each record
or beneficial holder of the Company's Common Stock as of March 31, 1995, a copy
of the Company's Annual Report on Form 10-K for the year ended December 25,
1994, as filed with the Securities and Exchange Commission. Mr. John L. Rowley,
Vice President -- Finance, C.H. Heist Corp., 810 North Belcher Road, Clearwater,
Florida 34625.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the Company's 1996
Annual Meeting of Shareholders must be received by the Company at its principal
executive offices located at 810 North Belcher Road, Clearwater, Florida 34625
by the close of business on December 4, 1995, in order to be timely received for
inclusion in the Company's proxy statement and form of proxy for that meeting.
OTHER MATTERS
The Company is unaware of any matter, other than those mentioned above,
that will be brought before the meeting for action. If any other matters are
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment in respect to such matters.
It is important that your proxy be returned promptly no matter how small or
how large your holding may be. Shareholders who do not expect to attend in
person are urged to execute and return the enclosed form of proxy. Shares
represented by each proxy will be voted as directed, but if not otherwise
specified, will be voted for the election of the nominees for Directors and for
the ratification of the appointment of the independent accountants for the
Company for 1995.
Dated: April 4, 1995 C.H. HEIST CORP.
11
<PAGE> 14
APPENDIX A
PROXY C.H. HEIST CORP.
810 NORTH BELCHER ROAD
CLEARWATER, FLORIDA 34625
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CHARLES H. HEIST and WILLARD F. FOSTER as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all of the common shares of
the C.H. HEIST CORP. held of record by the undersigned on March 31, 1995, at the
annual meeting of the shareholders to be held on May 15, 1995, or any
adjournment thereof.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Charles H. Heist, Richard J. O'Neil, Willard F. Foster, Chauncey D.
Leake, Jr., Charles Scharlau and John L. Rowley.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
--------------------------------------------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK as the independent
public accountants for the corporation.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED ON OTHER SIDE)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2.
Dated: , 1995
--------------------
--------------------------------
--------------------------------
Signature(s)
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership named by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
