<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 CORP.
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 9, 1997
To the Shareholders:
The 1997 Annual Meeting of Shareholders of C.H. Heist Corp. (the "Company")
will be held at the Clearwater Beach Hotel, 500 Mandalay Ave, Clearwater Beach,
Florida 34630, on Friday, May 9, 1997, at 11:30 A.M. local time, for the
following purposes:
1. To elect seven 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 certified public accountants for the
Company and its subsidiaries for the fiscal year 1997; 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 27, 1997, 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, 1997
<PAGE> 3
C.H. HEIST CORP.
-------------------------
PROXY STATEMENT
-------------------------
The enclosed proxy is solicited by the Board of Directors of C.H. Heist
Corp. (the "Company") to be voted at the 1997 Annual Meeting of Shareholders to
be held at the Clearwater Beach Hotel, 500 Mandalay Ave, Clearwater Beach,
Florida 34630, on Friday, May 9, 1997, at 11:30 A.M., and at any adjournment or
adjournments thereof.
Only shareholders of record as of the close of business on March 27, 1997,
are entitled to notice of, and to vote at, the meeting or any adjournments
thereof. On March 27, 1997, the Company had outstanding voting securities
consisting of 2,876,873 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 such material.
Any shareholder executing the accompanying form of proxy has the power to
revoke it at any time prior to its exercise in person at the 1997 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 its telephone number is (813) 461-5656. This Proxy Statement and the
enclosed proxy will be mailed to shareholders on or about April 4, 1997.
ITEM 1 -- ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
Seven 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
seven 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.
Six Directors were elected to the Board of Directors at the 1996 Annual
Meeting of Shareholders and four are nominees for re-election at the 1997 Annual
Meeting of Shareholders. Three new directors will stand for election in 1997.
<PAGE> 4
The following table sets forth certain information about each nominee for
election to the Board of Directors:
<TABLE>
<CAPTION>
FIRST BECAME
NAME PRINCIPAL OCCUPATION AGE A DIRECTOR
- ---- -------------------- --- ------------
<S> <C> <C> <C>
Charles H. Heist.................... Chairman of the Board of Directors, 46 1978
President and CEO of the Company
John L. Rowley...................... Chief Financial Officer 53 1994
Chauncey D. Leake, Jr............... Financial/Business Consultant 69 1971
Charles E. Scharlau................. Chairman of the Board and Chief Executive 69 1980
Officer, Southwestern Energy Co.
Ronald K. Leirvik................... President, RKL Enterprises 59 1996
Brian J. Lipke...................... Chairman of the Board, President, and CEO 45 1997
of Gibraltar Steel Corporation
Richard W. Roberson................. President of Sand Dollar Partners, Inc. 50 1997
</TABLE>
Charles H. Heist has been President of the Company and Chairman of the
Board and Chief Executive Officer since November 1988.
John L. 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., which he was associated with for over five years.
Mr. Scharlau is Chairman of the Board and Chief Executive Officer of
Southwestern Energy Co., with which he has been associated for over five years.
Since March 1995, Ronald K. Leirvik has been President of RKL Enterprises,
which acquires and manages small to medium size manufacturing companies. From
1991 until March 1995 he was President, CEO, and a Director of RB&W Corporation,
a leading manufacturer and distributor of industrial fasteners. The seven years
prior to that he was Executive Vice President and General Manager of Moen, Inc.
a leading manufacturer of faucets, shower valves, sinks and plumbing fixtures.
Since 1982, Mr. Lipke has been President of Gibraltar Steel Corporation, a
leading processor of value added steel products based on cold rolled strip and
coated steel and heavy duty steel strapping. He is a member of the Northeast
Regional Advisory Board of the Chase Manhattan Corporation; Chairman of the
Board of Trustees of the Pension and Welfare Fund of UAW Local 85; and a member
of the Board of Directors of the YMCA of Greater Buffalo, Childrens Hospital of
Buffalo and Dunlop Tire Corporation.
Mr. Roberson is President of Sand Dollar Partners, Inc. an investment and
consulting firm. From 1993 to 1996 he was President-CEO of Visionwear, Inc, a
retail superstore optical chain operating in the United States, which was sold
in 1996. From 1980 to 1993 he was a Senior Vice President of Eckerd Corporation.
He is a director of Trans Global System Inc. and the University of South Florida
Foundation.
Mr. Leirvik was added to the Board in November 1996. Messrs. Lipke and
Roberson were added to the Board in February 1997, following the retirement of
former directors Richard J. O'Neil and Willard F. Foster.
INFORMATION ABOUT THE BOARD OF DIRECTORS
During the Company's fiscal year ended December 29, 1996, the Board of
Directors of the Company held a total of four regularly scheduled meetings and
one special meeting. During fiscal 1996, each of the Directors attended all
meetings of the Board and all meetings of all committees of the Board on which
he served. Non-employee directors received an annual retainer of $10,000 during
fiscal 1996.
2
<PAGE> 5
The Board of Directors has executive, executive compensation and audit
committees. During fiscal 1996, the executive committee held two meetings, the
compensation committee met once and the audit committee met twice. The executive
committee consisted of Messrs. Heist, Rowley and Foster. Mr. Roberson has
replaced Mr. Foster on this committee. The compensation committee consisted of
Messrs. Foster, Leake and Scharlau and authorizes the compensation for each
executive officer. Mr. Leirvik has replaced Mr. Foster and Mr. Lipke has
replaced Mr. Leake on this committee in 1997. The audit committee consisted of
Messrs. O'Neil, Leake and Scharlau. Mr. Roberson has replaced Mr. O'Neil on this
committee and Mr. Leirvik has been added. 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.
3
<PAGE> 6
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.................................... 722,364(1)(2) 25.1%
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.................................... 283,874(1)(3)(4) 9.8%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Victoria Hall....................................... 207,687(4)(5) 7.2%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Dixie Lea Clark..................................... 177,694(4)(5) 6.2%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 34625
Clydis D. Heist..................................... 347,654(4) 12.1%
Trust For The Benefit Of Grandchildren
Quest Advisory Corp................................. 190,630(6) 6.6%
1414 Avenue of the Americas
New York, New York 10019
</TABLE>
- ---------------
(1) The 722,364 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 274,021 shares owned directly by Mr. Heist. Mr. Heist is
the Chairman of the Board, President and CEO 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
4
<PAGE> 7
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.
(5) The two daughters of C.H. Heist (deceased) and Clydis D. Heist are both of
majority age and own their shares directly. The 207,687 shares owned by
Victoria Hall and the 177,694 shares owned by Dixie Lea Clark do not include
the 722,364 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 and 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 27, 1997, 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............................................ 283,874(1)(2)(3) 9.8%
John L. Rowley.............................................. 22,359(3)(5) (4)
Chauncey D. Leake, Jr....................................... 498 (4)
Charles E. Scharlau......................................... 305 (4)
Ronald K. Leirvik........................................... 100 (4)
Brian J. Lipke.............................................. 100 (4)
Richard W. Roberson......................................... 100 (4)
All Officers and Directors (15 persons)..................... 1,464,611(6) 49.0%
</TABLE>
- ---------------
(1) Does not include the 722,364 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
"Security Ownership of Certain Beneficial Owners" above.
(2) See footnotes (3) and (4) under "Security Ownership of Certain Beneficial
Owners" above. Does not include 347,654 shares held in trust for the
children of Charles H. Heist and his two sisters.
(3) Executive Officer of the Company.
(4) Less than 1%.
(5) Amounts indicated are options that are presently exercisable.
(6) Includes options that are presently exercisable to purchase 113,684 shares,
and the 722,364 shares and 347,654 shares described in footnotes (1) and
(4), under Security Ownership Of Certain Beneficial Owners".
5
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth information concerning
compensation for services rendered in all capacities to the Company and its
subsidiaries for the last three fiscal years by the chief executive officer and
the other four most highly compensated executive officers of the Company and its
subsidiaries (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
--------------------------------- ------------
AWARDS
------------
SECURITIES
FISCAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2)(3) OPTIONS
- --------------------------- ------ -------- ----------- ------------
<S> <C> <C> <C> <C>
Charles H. Heist(4)............................ 1996 $185,000 $ 74,600 --
Chairman of the Board 1995 $165,000 $ 25,000 --
President, CEO and Director 1994 $145,000 -- --
W. David Foster................................ 1996 $138,500 $101,313 --
President -- Chief Executive Officer 1995 $130,000 $ 29,000 7,000
Ablest Service Corp. 1994 $120,000 $ 55,440 16,000
John L. Rowley(4).............................. 1996 $127,000 $ 38,400 --
Chief Financial Officer 1995 $120,000 $ 18,000 6,000
C.H. Heist Corp. 1994 $112,000 -- 10,000
Duane F. Worthington II........................ 1996 $116,000 $ 40,385 --
Vice President -- Operations U.S. 1995 $110,000 $ 20,900 6,000
C. H. Heist Corp. 1994 $103,000 $ 24,926 5,000
Kurt R. Moore.................................. 1996 $104,000 $ 65,200 --
Executive Vice President 1995 $ 97,000 $ 20,600 5,000
Ablest Service Corp. 1994 $ 90,000 $ 39,600 11,000
</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 1994 and 1995 was accrued based on the Company's Management
Incentive Plan. See "Report on Executive Compensation".
(3) Bonus for 1996 was accrued based on the Economic Value Added(R) (EVA(R))
Incentive Remuneration Plan adopted in 1995 for implementation starting
January 1, 1996. See "Report on Executive Compensation."
(4) Bonus for 1995 was a discretionary bonus granted by the Compensation
Committee of the Board of Directors. See "Report on Executive Compensation."
OPTION GRANTS
During fiscal 1996, there were no options granted.
6
<PAGE> 9
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 Company's Option Plan to
Named Officers and held by them on December 29, 1996. None of the Named Officers
exercised any stock options during fiscal 1996. All options indicated are fully
exercisable.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
NAME DECEMBER 29, 1996 AT DECEMBER 29, 1996
- ---- -------------------- --------------------
<S> <C> <C>
Charles H. Heist................................ 9,853 $ -0-
W. David Foster................................. 31,660 $14,608
John L. Rowley.................................. 22,359 $11,320
Duane F. Worthington II......................... 17,289 $10,995
Kurt R. Moore................................... 18,972 $ 9,880
</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 EVA(R) Incentive Remuneration Plan (EVA Incentive Plan), the
Employees Incentive Stock Option Plan (Option Plan) and the EVA(R) Leveraged
Stock Option Plan (Leveraged Option Plan). The latter was approved by the
shareholders at the 1996 Annual Meeting of Shareholders. The EVA Incentive Plan
was approved by the Board of Directors in 1995 and became effective in fiscal
1996. The Option Plan was approved by the Board of Directors and the
shareholders of the Company and became effective in fiscal 1992.
In light of the change in the Board of Directors in November 1996 and
February 1997, compensation for the current year has been approved by the entire
Board. In the future, review and approval of compensation will revert to the
committee.
The Company's compensation programs are designed to attract and retain
qualified executives by providing competitive salaries and, through the EVA
Incentive Plan, Option Plan and Leveraged Option Plan, link incentive
compensation to both financial and EVA 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. The Chief Executive Officer did not receive a salary
adjustment for 1997. He was eligible to receive incentive compensation under the
EVA Incentive Plan and stock options under the Leveraged Option Plan. Both plans
are formula plans based on achieving established performance targets of EVA. Mr.
Heist received $74,600 in EVA incentive bonus for 1996. Of this amount $45,400
was in cash, $24,600 was deferred to future years under the terms of the EVA
Incentive Plan and $4,600 was used to calculate the number of options received
under the terms of the Leveraged Option Plan. No options were granted in 1996.
Mr. Heist will receive options for 7,289 shares in 1997, under this plan. See
"Summary Compensation Table".
Salaries for the other executive officers of the Company for fiscal 1997
were increased by the Board of Directors based on recommendations made by the
Chief Executive Officer. These increases ranged from 5.6% to 29.8%, with the
average increase being approximately 13.2%. This compares to increases for
fiscal 1996 for such officers ranging from 5.6% to 7% with the average increase
for the year being 6.2%. With the planned spin-off and initial public offering
of Ablest Service Corp., the temporary staffing subsidiary, salaries for the
Chief Executive Officer and the Executive Vice President of Ablest were
increased to align their salaries with salaries in the temporary staffing
industry for comparable positions and responsibility. Their increases were 26.4%
and 29.8% respectively. In awarding these increases, the Board considered the
Company's financial
7
<PAGE> 10
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 William M. Mercer,
Inc. and Watson Wyatt Data Services Top Management Report for 1996/1997.
Incentive Plan. In 1996 the Board of Directors and the Compensation
Committee approved, the adoption and implementation of an Economic Value Added
("EVA") Incentive Remuneration Plan (the "EVA Plan"). The EVA Plan will
strengthen the alignment of interests between the Company's key employees and
its shareholders through the use of EVA incentive compensation and the increased
ownership by certain officers of shares of the Company's common stock. The
purpose of the EVA incentive compensation plan is to provide incentive
compensation to key employees in a form which relates their financial reward to
an increase in value of the corporation to its shareholders. In general, EVA is
the corporation's annual net operating profit after taxes, less a capital
charge. The capital charge is intended to represent the return expected by the
shareholders of the corporation. The Compensation Committee believes that EVA
improvement is the financial performance measure most clearly correlated with
increases in shareholder value.
For each performance year there is a target EVA for the corporation and
business unit. The target EVA is generally the average of the EVA for the prior
year and the prior year target EVA, plus an expected improvement. If the EVA for
the performance year equals the target EVA for the year, the participants will
receive a cash bonus under the Plan. The amount of the bonus will vary according
to the amount by which the actual EVA exceeds the target EVA, the participant's
base salary, and other factors. For certain participants, a portion of the bonus
will be applied to acquire options pursuant to the Leveraged Option Plan. If the
EVA for the performance year is less than the target EVA for the year, less or
no bonus would be paid under the Plan for that year.
For fiscal 1996, incentive awards were accrued under the EVA Incentive Plan
for the executive officers in the amount shown in the Summary Compensation
Table. Of these amounts 67% was paid out in 1997 and 33% was deferred for future
years under the terms of the EVA Incentive Plan.
Option Plans. The Employee Stock 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 Executive Officers under the
Employee Stock Option Plan in fiscal 1996.
The Leveraged Stock Option Plan is designed to align the interests between
the Executive officers and the shareholders of the Company through the increased
ownership by such officers of shares of the Company's common stock. An amount
equal to 10% of each Executive officer's normal bonus calculated under the EVA
Incentive plan is used in a formula under the Leveraged Stock Option Plan to
determine the number of shares subject to an option to be granted. There were no
options granted under the Leveraged Stock Option Plan during fiscal 1996.
THE BOARD OF DIRECTORS
Charles H. Heist John L. Rowley Charles E. Scharlau Chauncey D. Leake, Jr.
Brian J. Lipke Richard W. Roberson Ronald K. Leirvik
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
The Board of Directors of the Company consists of Charles H. Heist, John L.
Rowley, Chauncey D. Leake, Jr., Charles E. Scharlau, Ronald K. Leirvik, Brian J.
Lipke, Richard W. Roberson, of whom Messrs. Lipke, Leirvik and Scharlau are
members of the compensation committee for 1997.
Two of the Company's facilities are presently leased on a month-to-month
basis from a partnership, Colander Associates, the beneficial interests of which
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 1996 to bear all
expenses relating to the maintenance
8
<PAGE> 11
of the properties and to pay all insurance premiums and real estate taxes and
assessments. The Company paid approximately $44,600 under these leases
(including $37,200 of fixed rents) for the fiscal year ended December 29, 1996.
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
Summary 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 Mark P. Kashmanian, 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 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 Summary
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. 29, 1996 PROJECTED YEARS OF
COVERED BY THE CREDITED SERVICE
NAME OF INDIVIDUAL PENSION PLAN AT NORMAL RETIREMENT BENEFIT
- ------------------ ---------------------- -------------------- -------
<S> <C> <C> <C>
Charles H. Heist.............................. $160,000* 29 $43,900
W. David Foster............................... $160,000* 14 $17,300
John L. Rowley................................ $145,000 22 $29,300
Duane F. Worthington II....................... $136,900 30 $40,000
Kurt R. Moore................................. $124,600 30 $44,400
</TABLE>
- ---------------
* Maximum amount allowable under the Pension Plan.
9
<PAGE> 12
COMMON STOCK PERFORMANCE
The stock performance graph presented below compares the Company to the
American Stock Exchange Market Value Index (a broad market index) and the
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 staffing), 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 weighted 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.
<TABLE>
<CAPTION>
Measurement Period C. H. Heist AMEX Mar- Amex Service
(Fiscal Year Covered) Corp. ket Value Industry
<S> <C> <C> <C>
Dec91 100 100 100
Dec92 113 101 109
Dec93 109 121 142
Dec94 102 110 119
Dec95 100 139 147
Dec96 112 145 138
</TABLE>
10
<PAGE> 13
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, the Company is responsible for maintenance and all insurance
premiums, assessments and taxes. Rents of approximately $92,000, including
amounts paid for the foregoing purposes, were paid under the lease during the
year ended December 29, 1996.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 any failure to file by these dates
during 1996. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports are required, during the 1996 fiscal year all of these filing
requirements were satisfied by the Company's directors, officers and 10%
shareholders.
ITEM 2 -- RATIFICATION OF AUDITORS
KPMG Peat Marwick LLP audited the Company's financial statements for the
fiscal year ended December 29, 1996 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 such firm 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 CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY.
ANNUAL REPORT
The Annual Report of the Company to the Shareholders for the fiscal year
ended December 29, 1996, including financial statements, is included with this
proxy solicitation 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 27, 1997, a copy
of the Company's Annual Report on Form 10-K for the year ended December 29,
1996, as filed with the Securities and Exchange Commission. Requests may be
directed to Mr. John L. Rowley, Chief Financial Officer, C.H. Heist Corp., 810
North Belcher Road, Clearwater, Florida 34625 or by fax at 813-447-1146.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the Company's 1998
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, 1997, in order to be timely received for
inclusion in the Company's proxy statement and form of proxy for that meeting.
11
<PAGE> 14
OTHER MATTERS
Under New York law and the Company's Certificate of Incorporation, broker
non votes and abstaining votes will not be counted in favor of, or against,
election of any nominee for director or for or against the proposal to approve
the appointment of KPMG Peat Marwick LLP as independent certified public
accountants.
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 certified public
accountants for the Company for 1997.
Dated: April 4, 1997 C.H. HEIST CORP.
12
<PAGE> 15
APPENDIX
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 JOHN L. ROWLEY 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 27, 1997, at the
annual meeting of the shareholders to be held on May 9, 1997, 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, John L. Rowley, Chauncey D. Leake, Jr., Charles E.
Scharlau, Ronald K. Leirvik, Brian J. Lipke, and Richard W.
Roberson.
(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 LLP as the
independent certified public accountants for the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED ON OTHER SIDE)
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:, 1997
--------------------------------
--------------------------------
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.
