<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 10, 1999
To the Shareholders:
The 1999 Annual Meeting of Shareholders of C.H. Heist Corp. (the
"Company") will be held at the Hyatt West Shore, 6200 Courtney Campbell
Causeway, Tampa, Florida 33607 on Monday, May 10, 1999, 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/her successor;
2. To ratify the selection by the Board of Directors of the firm of
KPMG LLP as independent certified public accountants for the
Company and its subsidiaries for the fiscal year 1999; 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 26, 1999,
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 5, 1999
1
<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 1999 Annual Meeting of
Shareholders to be held at the Hyatt West Shore, 6200 Courtney Campbell
Causeway, Tampa, Florida 33607, on Monday, May 10, 1999, at 11:30 A.M., and at
any adjournment or adjournments thereof.
Only shareholders of record as of the close of business on March 26,
1999, are entitled to notice of, and to vote at, the meeting or any
adjournments thereof. On March 22, 1999, the Company had outstanding voting
securities consisting of 2,880,508 shares of common stock, par value $.05 per
share. 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 1999 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
33765, and its telephone number is (727) 461-5656. This Proxy Statement and the
enclosed proxy will be mailed to shareholders on or about April 5, 1999.
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. The size of the Board has
been reduced to seven from nine for the reasons described below. 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.
Nine Directors were elected to the Board of Directors at the 1998
Annual Meeting of Shareholders and seven are nominees for re-election at the
1999 Annual Meeting of Shareholders.
Mr. Brian Lipke and Mr. Chauncy D. Leake, Jr., both of whom were
elected to a one year term at the 1998 Annual Meeting of Shareholders, are not
standing for reelection for 1999. Mr. Lipke, a director since 1997, has
resigned due to personal and other professional commitments. Mr. Leake, a
member of the Board of Directors and trusted advisor for over 27 years, is
retiring.
2
<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, 48 1978
and CEO
W. David Foster............................. President and Chief Operating Officer 64 1997
John L. Rowley.............................. Vice President Finance and 55 1994
Chief Financial Officer
Charles E. Scharlau......................... Chairman of the Board of Directors of 71 1980
Southwestern Energy Co.
Ronald K. Leirvik........................... President of RKL Enterprises 61 1996
Richard W. Roberson........................ President of Sand Dollar Partners, Inc. 52 1997
Donna R. Moore.............................. Executive Vice President and Board 59 1997
member of Voyager Expanded Learning,
Inc. and President of Eureka Experience
</TABLE>
Charles H. Heist has been Chairman of the Board and Chief Executive
Officer of the Company since November 1988. From 1983 until 1997, he also
served as President of the Company.
W. David Foster became President and Chief Operating Officer of the
Company in 1997. Prior to that he served as Vice President-Marketing and Sales,
President and Chief Executive Officer of Ablest Service Corp., the Company's
Staffing Services subsidiary and in other management positions. Mr. Foster was
elected to the Board of Directors in November 1997.
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. Scharlau is Chairman of the Board of Directors of Southwestern
Energy Co., with which he has been associated for over five years. He also
serves on the Board of Directors of McIlroy Bank & Trust Company and is
Chairman of the Board of Trustees of the University of Arkansas.
Ronald K. Leirvik is Chairman and a member of the Board of Directors
of Willow Hill Industries, Inc., a manufacturer of tubular stampings for the
automotive industry. Since March 1995, Mr. Leirvik has also 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.
Mr. Roberson is President of Sand Dollar Partners, Inc. an investment
and consulting firm. From 1993 to 1996 he was President and CEO of Visionworks,
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 also a director of Priority Healthcare Corporation, a Nasdaq
traded company.
Ms. Moore is Executive Vice President and a member of the Board of
Directors of Voyager Expanded Learning, Inc. and President of Eureka
Experience, a company that provides seminars and gatherings for business women.
From 1995 to 1997 she served as CEO and Chairman of the Board of Discovery
Zone, Inc., which operates 220 children's entertainment FunCenters throughout
the United States. From 1987 to 1992, she led the Walt Disney Company's highly
successful Disney Store concept, opening its first 156 stores in the United
States and abroad. Prior to her position with Discovery Zone, Ms. Moore was
Senior Vice President of Williams Sonoma, President of North American Division
of Laura Ashley, Inc. and President and CEO of Motherhood Maternity. Ms. Moore
was elected to the Board of Directors in August 1997.
3
<PAGE> 5
INFORMATION ABOUT THE BOARD OF DIRECTORS
During the Company's fiscal year ended December 27, 1998, the Board of
Directors of the Company held a total of four regularly scheduled meetings.
During fiscal 1998, each of the Directors attended all meetings of the Board
and all meetings of all committees of the Board on which they served, with the
exception of Mr. Lipke who was unable to attend one meeting. Non-employee
directors received an annual retainer of $10,000 plus meeting expenses, during
fiscal 1998.
The Board of Directors has executive, compensation and audit
committees. During fiscal 1998, the executive and compensation committees each
met once and the audit committee met twice. The executive committee consisted
of Messrs. Heist, Rowley and Roberson. The compensation committee consisted of
Messrs. Lipke, Scharlau and Ms. Moore and authorizes the compensation for each
executive officer. The audit committee consisted of Messrs. Roberson, Leake and
Leirvik. 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.
4
<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 known 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................................................................... 681,445(1)(2) 23.7%
c/o Isadore Snitzer,
Charles H. Heist and
Clydis D. Heist,
Trustees
710 Statler Building
Buffalo, New York 14202
Charles H. Heist................................................................... 276,877(1)(3)(4) 9.6%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 33765
Victoria Hall...................................................................... 197,543(4)(5) 6.9%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 33765
Dixie Lea Clark.................................................................... 180,550(4)(5) 6.3%
c/o C.H. Heist Corp.
810 North Belcher Road
Clearwater, Florida 33765
Clydis D. Heist.................................................................... 369,980(4) 12.8%
Trust For The Benefit Of Grandchildren
The Burton Partnership, Limited Partnership........................................ 154,900(6) 5.4%
Post Office Box 4643
Jackson, Wyoming 83001
</TABLE>
- ---------------
(1) The 681,445 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 three trustees of the trust are Clydis D. Heist, 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 is 276,877 shares owned directly by Mr. Heist. Mr. Heist
is the Chairman of the Board 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. Mr. Heist and
his sisters 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.
5
<PAGE> 7
(5) The two daughters of C.H. Heist (deceased) and Clydis D. Heist are both of
majority age and own their shares directly. The 197,543 shares owned by
Victoria Hall and the 180,550 shares owned by Dixie Lea Clark do not
include the 681,445 shares owned by the C.H. Heist Trust or the shares of
the trusts for the children mentioned in footnote 4. Both daughters
disclaim any beneficial ownership of such shares.
(6) The Burton Partnership, Limited Partnership is a limited partnership
investment company, controlled by Donald W. Burton. Mr. Burton is deemed
to be the beneficial owner of the shares held by the limited partnership
and shares voting authority over the shares with the limited partnership.
SECURITY OWNERSHIP OF MANAGEMENT
As of March 26, 1999, 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.................................................................. 276,877(1)(2)(3) 9.6%
W. David Foster................................................................... 32,630(3)(5) 1.1%
John L. Rowley.................................................................... 22,359(3)(5) (4)
Chauncey D. Leake, Jr............................................................. 498 (4)
Charles E. Scharlau............................................................... 305 (4)
Ronald K. Leirvik................................................................. 100 (4)
Richard W. Roberson............................................................... 500 (4)
Donna R. Moore.................................................................... - (4)
All Officers and Directors (14 Persons) .......................................... 1,437,479(6) 48.2%
</TABLE>
- ---------------
(1) Does not include the 681,445 shares held by the C.H. Heist Trust with
respect to which 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 369,980 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 include options that are presently exercisable.
(6) Includes options that are presently exercisable to purchase 102,927
shares, and the 681,445 shares and 369,980 shares described in footnotes
(1) and (4), under "Security Ownership Of Certain Beneficial Owners".
6
<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
------------------------------------------ --------------------------
Bonus Declared Bonus Paid Bonus Bank Securities
Fiscal -------------- ---------- ---------- Underlying
Name and Principal Position Year Salary (2) (3) (4) Options
--------------------------- ---- ------ --- --- --- ----------
<S> <C> <C> <C> <C> <C> <C>
Charles H. Heist 1998 $225,000 $87,600 $59,700 $99,600 9,368
Chairman of the Board, 1997 $185,000 $125,800 $67,700 $75,200 7,289
CEO and Director 1996 $185,000 $74,600 $50,400 $24,800 -
W. David Foster 1998 $200,000 $77,900 $45,800 $76,400 6,205
President - Chief Operating Officer 1997 $177,400 $63,400 $48,400 $48,400 10,026
C.H. Heist Corp. 1996 $138,500 $101,300 $34,100 $34,100 -
John L. Rowley 1998 $140,000 $40,900 $23,800 $39,700 3,162
Chief Financial Officer 1997 $139,500 $36,700 $22,200 $24,700 3,753
C.H. Heist Corp. 1996 $127,000 $38,400 $25,900 $12,800 -
Kurt R. Moore 1998 $150,000 $97,900 $42,600 $71,100 3,019
Executive Vice President 1997 $139,500 $25,600 $21,200 $23,500 6,453
Ablest Service Corp. 1996 $104,000 $65,200 $44,600 $22,000 -
Duane F. Worthington II 1998 $135,000 $56,700 $26,000 $43,300 1,533
Vice president - Operations 1997 $125,000 $10,600 $10,800 $12,000 3,914
C.H. Heist Corp. 1996 $116,000 $40,400 $27,100 $13,300 -
</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 declared was accrued based on the Economic Value Added (EVA(R))
Incentive Remuneration Plan adopted in 1995 for implementation starting
January 1, 1996. See "Report on Executive Compensation."
(3) Bonus paid represents a percentage of the total of the bonus declared plus
the portion in the participant's bonus bank from prior years that was
earned in the particular fiscal year, less amounts to purchase options
under the Leveraged Option Plan.
(4) The participant does not have a claim or right in the bonus bank balance,
future payment of which is dependent upon the continued achievement of
established EVA performance targets.
7
<PAGE> 9
OPTION GRANTS
Shown below is information on grants of stock options pursuant to the
Company's Leveraged Stock Option Plan (the Leveraged Option Plan) during the
fiscal year ended December 27, 1998, to the Named Officers. The leveraged
option plan requires that each participating officer apply 10% of his bonus to
the purchase of options.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Percentage of Annual Rates of
Total Options Stock Price Appreciation
Granted to Exercise or Base for Option Term
Options Employees in Price ------------------------
Name Granted (1) Fiscal 1998 (per share) (2) Expiration Date 5% 10%
- ---- ----------- ------------- ---------------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Charles H. Heist 9,638 24.8% $8.85 2/23/08 $53,642 $135,940
W. David Foster 6,205 16.0% $8.85 2/23/08 $34,535 $ 87,519
John L. Rowley 3,162 8.1% $8.85 2/23/08 $17,599 $ 44,599
Kurt R. Moore 3,019 7.8% $8.85 2/23/08 $16,803 $ 42,582
Duane F. Worthington II 1,533 4.0% $8.85 2/23/08 $ 8,532 $ 21,622
</TABLE>
(1) The options indicated were granted on February 23, 1998, the date of the
grant. If a "Change in Control" (as defined in the Leveraged Option Plan)
occurs, then all options immediately vest and 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 Leveraged 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.
(2) The exercise price used in the calculation of the potential value of the
options is the price at which the options vest and first become
exercisable.
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 and Leveraged Option Plan to Named Officers and held by them on
December 27, 1998. None of the Named Officers exercised any stock options
during fiscal 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS (*)
DECEMBER 27, 1998 AT DECEMBER 27, 1998
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Charles H. Heist -0-/16,927 $-0-/$-0-
W. David Foster 31,660/16,231 $-0-/$-0-
John L. Rowley 22,359/6,915 $-0-/$-0-
Kurt R. Moore 18,972/9,472 $-0-/$-0-
Duane F. Worthington II 17,289/5,447 $-0-/$-0-
</TABLE>
(*) The exercise price used in the calculation is the price at which the
options vest and first become exercisable.
8
<PAGE> 10
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.
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's salary adjustment for
fiscal 1999 was $15,000 or 6.7%. This increase was granted in order to position
Mr. Heist into the twenty-fifth percentile range for Chief Executive Officers
of similar size companies based on the Watson Wyatt Data Services Top
Management Report for 1998/1999. He was also 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 EVA
performance targets. Mr. Heist received a declared EVA incentive bonus of
$87,600 for 1998. Of this amount $35,000 was in cash, $43,840 was deferred to
future years, payment of which is dependant upon the achievement of certain
established EVA performance targets and $8,760 was used to purchase options
under the terms of the Leveraged Option Plan. Mr. Heist received options for
9,638 shares in 1998, under this plan. See "Summary Compensation Table".
Salaries for the other executive officers of the Company for fiscal
1999 were increased by the Board of Directors based on recommendations made by
the Chief Executive Officer. These increases ranged from 3.6% to 10.0%, with
the average increase being approximately 6.7%. This compares to increases for
fiscal 1998 for such officers ranging from 0.0% to 20.7% with the average
increase for the year being 8.0%. In awarding these increases, the Board
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 William M. Mercer, Inc. and Watson Wyatt Data Services Top
Management Report of similar sized companies for 1998/1999.
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 Committee believes
that 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 1998, incentive awards were accrued under the EVA Incentive
Plan for the executive officers in the amounts shown in the Summary
Compensation Table. Of these amounts 40% was paid out in 1999 and 60% was
deferred for possible payment in future years under the terms of the EVA
Incentive Plan.
9
<PAGE> 11
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 for the three years reported.
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 under the plan. Options for 32,373 shares were granted to Executive
officers under the Leveraged Stock Option Plan during fiscal 1998.
THE COMPENSATION COMMITTEE
Brian J. Lipke Charles E. Scharlau Donna R. Moore
UNITED STATES EMPLOYEES' PENSION PLAN
From July 1, 1986 until April 1, 1999, the Company maintained the C.H.
Heist Corp. United States Employees' Pension Plan, a defined benefit retirement
plan for the benefit of its eligible non-bargaining unit United States
employees and their beneficiaries. In fiscal 1996, the company carved out the
employees of Ablest Service Corp. from this plan and established the Ablest
Service Corp. United States Employee's Pension Plan to serve the staffing
services segment's employees. All of the executive officers listed in the
preceding Summary Compensation Table participated in one of the above noted
plans.
The pension plans were trusteed plans and were funded entirely by
Company contributions. The pension plans were administered by a Committee
appointed by the Company.
Effective on April 1, 1999, the Company terminated the defined benefit
retirement plans. The Company's pension provider is currently in the process of
determining the actuarial benefit allocated to each plan participant as well as
proceeding with all applicable Internal Revenue and Pension Benefit Guarantee
Corp. filings. The actual benefit allocated to the executive officers listed in
the Summary Compensation Table is not expected to be determined until the end
of 1999.
10
<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 a
Peer Group Index.
The American Stock Exchange Service Industry Index, used in prior
years, is no longer published. A search of publicly traded companies was made
for the Company by an independent consultant, who no longer provides these
services, in order to establish an appropriate peer group. Since no other index
was available, a peer group was established of three companies, which provide
services in either the staffing or industrial maintenance service industries.
Those companies are Headway Corporate Resources, Inc., Joule, Inc., and
Sevenson Environmental.
[CHART -- 5 YEAR TOTAL SHAREHOLDER RETURN]
<TABLE>
<CAPTION>
INDEX DATA DEC '93 DEC '94 DEC '95 DEC '96 DEC '97 DEC '98
---------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
C.H. Heist Corp. 100 93 92 102 92 85
AMEX Market Value 100 93 117 124 151 150
Peer Group Index 100 116 134 147 158 136
</TABLE>
CERTAIN TRANSACTIONS
Certain of the Company's Buffalo, New York facilities are leased from
Mr. Charles H. Heist, Chairman of the Board 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 $74,500, including amounts paid
for the foregoing purposes, were paid under the lease during the year ended
December 27, 1998.
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 1998. 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 1998 fiscal year all of these
filing requirements were satisfied by the Company's directors, officers and 10%
shareholders.
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ITEM 2 -- RATIFICATION OF AUDITORS
KPMG LLP audited the Company's financial statements for the fiscal
year ended December 27, 1998 and has been selected by the Board of Directors to
audit the Company's financial statements for the current fiscal year. KPMG 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 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 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
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 27, 1998, 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 26, 1999,
a copy of the Company's Annual Report on Form 10-K for the year ended December
27, 1998, 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 33765, by fax at 727-447-1146 or via
the internet at [email protected].
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the Company's
1999 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices located at 810 North Belcher Road, Clearwater,
Florida 33765 by the close of business on December 3, 1999, in order to be
timely received for inclusion in the Company's proxy statement and form of
proxy for that meeting.
If a shareholder intends to raise at the Company's annual meeting in
2000, a proposal that he or she does not seek to have included in the Company's
proxy statement, the shareholder must notify the Company of the proposal on or
before February 15, 2000. If the shareholder fails to notify the Company, the
Company's proxies will be permitted to use their discretionary voting authority
with respect to such proposal when and if it is raised at such annual meeting,
whether or not there is any discussion of such proposal in the proxy statement
for the annual meeting in 2000.
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<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 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 1999.
Dated: April 3, 1999 C.H. HEIST CORP.
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<PAGE> 15
C.H. HEIST CORP.
Annual Meeting
Hyatt West Shore
6200 Courtney Campbell Causeway
Tampa, Florida
Monday - May 10, 1999
11:30 a.m. Eastern Standard Time
PROXY
C.H. HEIST CORP.
810 NORTH BELCHER ROAD
CLEARWATER, FLORIDA 33765
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 26, 1999, at
the annual meeting of the shareholders to be held on May 10, 1999, 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, W. David Foster,
Charles E. Scharlau, Ronald K. Leirvik, Richard W. Roberson and
Donna R. Moore.
(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 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.
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: , 1999
-----------------------------
-----------------------------------------
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
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
