<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>
ABLEST INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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
ABLEST INC.
810 N. BELCHER ROAD
CLEARWATER, FLORIDA 33765
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
To the Shareholders:
The 2000 Annual Meeting of Shareholders of Ablest Inc. (the "Company")
will be held at the Hyatt West Shore, 6200 Courtney Campbell Causeway, Tampa,
Florida 33607 on Tuesday, May 16, 2000, at 11:30 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 or 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 fiscal 2000; and
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The shareholders of record at the close of business on April 13, 2000,
will be entitled to notice of, and to vote at, the meeting or any adjournment
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
--------------------------------------
Mark P. Kashmanian
Secretary
April 21, 2000
<PAGE> 3
ABLEST INC.
810 N. BELCHER ROAD
CLEARWATER, FLORIDA 33765
----------------
PROXY STATEMENT
2000 ANNUAL MEETING
---------------
The enclosed proxy is solicited by the Board of Directors of Ablest
Inc. (the "Company") to be voted at the 2000 Annual Meeting of Shareholders to
be held at the Hyatt West Shore, 6200 Courtney Campbell Causeway, Tampa,
Florida 33607, on Tuesday, May 16, 2000, at 11:30 a. m., and at any adjournment
thereof.
Only shareholders of record as of the close of business on April 13,
2000 are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. On March 20, 2000, the Company had outstanding voting securities
consisting of 2,897,703 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 2000 Annual
Meeting of Shareholders or by written notification to the Secretary of the
Company. Every properly signed proxy will be voted (unless revoked) if the
proxy is returned to the Company properly executed and in sufficient time to
permit the necessary examination and tabulation 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 are being mailed to shareholders on or about April 21, 2000.
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 their successors have been
elected. Shares represented by proxies solicited by the Board of Directors will
be voted for the six nominees 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.
Seven directors were elected to the Board of Directors at the 1999
Annual Meeting of Shareholders and six are nominees for re-election at the 2000
Annual Meeting of Shareholders.
Mr. John L. Rowley was elected to a one year term at the 1999 Annual
Meeting of Shareholders and is not standing for reelection for 2000. Mr.
Rowley, who had been a director since 1994, resigned in December 1999 to pursue
other endeavors.
<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 49 1978
W. David Foster............. Chief Executive Officer 65 1997
Charles E. Scharlau......... Chairman of the Board of Directors of 72 1980
Southwestern Energy Co.
Ronald K. Leirvik........... President of RKL Enterprises 62 1996
Richard W. Roberson......... President of Sand Dollar Partners, Inc. 53 1997
Donna R. Moore.............. President and Chief Executive Officer of 60 1997
Hit or Miss, Inc.
</TABLE>
Mr. Heist has been Chairman of the Board of the Company since November
1988. From 1983 until 1997, he served as President, and from 1988 until 2000,
he was also Chief Executive Officer, of the Company.
Mr. Foster became Chief Executive Officer of the Company in March
2000. From 1997 until March 2000, he served as President and Chief Operating
Officer. Prior to 1997 he served as Vice President-Marketing and Sales,
President and Chief Executive Officer of Ablest Service Corp., the Company's
Staffing Services subsidiary, as well as other management positions. Mr. Foster
was elected to the Board of Directors in November 1997.
Mr. Scharlau is Chairman of the Board of Directors of Southwestern
Energy Co., with which he has been associated since 1951. 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.
Mr. Leirvik has been President of RKL Enterprises, which acquires and
manages small to medium size manufacturing companies, since March 1995. From
1991 until March 1995 he was President, CEO, and a Director of RB&W
Corporation, a leading manufacturer and distributor of industrial fasteners.
From 1984 to 1991, he was Executive Vice President and General Manager of Moen,
Inc. a leading manufacturer of faucets, shower valves, sinks and plumbing
fixtures. Mr. Leirvik is also Chairman of the Board of Directors of Willow Hill
Industries, Inc., a manufacturer of tubular stampings for the automotive
industry.
Mr. Roberson is President of Sand Dollar Partners, Inc. an investment
and consulting firm. From 1993 to 1996 he was President and Chief Executive
Officer 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 has been President and Chief Executive Officer of Hit or
Miss, Inc., a retail clothing operation, since February 2000. Prior to that she
was 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 Chief Executive Officer and Chairman of the Board of Discovery Zone,
Inc., which operates children's entertainment FunCenters throughout the United
States. Prior to her position with Discovery Zone, Ms. Moore was Senior Vice
President of Williams Sonoma, President of the North American Division of Laura
Ashley, Inc. and President and Chief Executive Officer of Motherhood Maternity.
From 1987 to 1992, Ms. Moore led the Walt Disney Company's highly successful
Disney Store concept, opening its first 156 stores in the United States and
abroad.
2
<PAGE> 5
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the Company's fiscal year ended December 26, 1999, the Board of
Directors held a total of four regularly scheduled meetings and two special
meetings. During fiscal 1999, each of the Directors attended all meetings of
the Board and all meetings of all committees of the Board on which he or she
served, with the exception of Mr. Roberson who was unable to attend one
meeting. Non-employee directors received an annual retainer of $10,000, plus
meeting expenses, during fiscal 1999.
The Board of Directors has executive, compensation and audit
committees. During fiscal 1999, the executive and compensation committees each
met once and the audit committee met twice. The executive committee consists of
Messrs. Heist, Foster and Roberson. This committee exercises all of the powers
of the Board in the management of the business and affairs of the Company
between Board meetings except the power to fill vacancies on the Board or its
committees. The compensation committee, which oversees all compensation matters
relating to the Company's executive officers, consisted of Mr. Scharlau and Ms.
Moore for fiscal 1999, and will include Mr. Leirvik for fiscal 2000. The audit
committee consisted of Messrs. Roberson and Leirvik for fiscal 1999, and will
include Mr. Scharlau for fiscal 2000. 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 a 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 as of March 20, 2000, 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........................................ 657,445(1) 21.8%
c/o Isadore Snitzer,
Charles H. Heist and Clydis D. Heist, Trustees
710 Statler Building
Buffalo, New York 14202
Charles H. Heist........................................ 293,969(2) 10.1%
c/o Ablest Inc.
810 North Belcher Road
Clearwater, Florida 33765
Victoria Hall........................................... 190,543(3) 6.6%
c/o Ablest Inc.
810 North Belcher Road
Clearwater, Florida 33765
Dixie Lea Clark......................................... 177,520(3) 6.2%
c/o Ablest Inc.
810 North Belcher Road
Clearwater, Florida 33765
Heist Grandchildren Trusts.............................. 384,480(4) 13.3%
c/o Charles H. Heist
810 North Belcher Road
Clearwater, Florida 33765
The Burton Partnership, Limited Partnership............. 272,500(5) 9.5%
Post Office Box 4643
Jackson, Wyoming 83001
</TABLE>
- ---------------
(1) The shares indicated are held of record in a trust created by the founder
of the Company, 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. The
trust will continue until the death of Clydis D. Heist and the children of
Mr. and Mrs. Charles H. Heist. Mr. Snitzer is also the beneficial and
record owner of 2,022 shares (less than 1%). Mr. Heist and Mr. Snitzer
disclaim beneficial ownership of the shares held by the trust.
(2) The shares indicated are owned directly by Mr. Heist, except for 7,803
shares owned by his wife. Mr. Heist disclaims beneficial ownership of the
shares owned by his wife. The shares shown in the table also include 7,289
shares underlying presently exercisable options.
(3) Ms. Hall and Ms. Clark are daughters of C.H. Heist (deceased) and Clydis
D. Heist and sisters of Charles H. Heist. The shares owned by each of them
do not include the shares owned by the C.H. Heist Trust or the shares of
the trusts for the grandchildren mentioned in footnote 4 below. Both
daughters disclaim any beneficial ownership of the shares held in such
trusts.
4
<PAGE> 7
(4) The trusts indicated were 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
disclaims beneficial ownership of the shares held in these trusts.
(5) The Burton Partnership is a limited partnership controlled by Donald W.
Burton, who is deemed to be the beneficial owner of the shares held by
this partnership.
SECURITY OWNERSHIP OF MANAGEMENT
As of March 20, 2000, 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............................. 293,969(1)(2)(3)(4) 10.1%
W. David Foster.............................. 42,656(3)(4) 1.5%
Charles E. Scharlau.......................... 305 (5)
Ronald K. Leirvik............................ 100 (5)
Richard W. Roberson.......................... 500 (5)
Donna R. Moore............................... -- --
All Officers and Directors (8 Persons) ...... 1,407,259(6) 47.6%
</TABLE>
- ----------
(1) Does not include the 657,445 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 384,480 shares held in trust for the
children of Charles H. Heist and his two sisters.
(3) Executive officer of the Company.
(4) Amounts include options that are presently exercisable.
(5) Less than 1%.
(6) Includes options that are presently exercisable to purchase 76,779 shares,
and the 657,445 shares and 384,480 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 All Other
Annual Compensation(1) Compensation Awards Compensation
------------------------------- -------------------------- ------------
Securities
Fiscal Bonus Bonus Bonus Underlying
Name and Principal Position Year Salary Declared(2) Paid(3) Bank Options
- --------------------------- ------ -------- ----------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles H. Heist 1999 $240,000 $ 67,200 $55,500 $111,200 9,430
Chairman of the Board, 1998 $225,000 $ 87,600 $59,700 $ 99,600 9,368
CEO and Director 1997 $185,000 $125,800 $67,700 $ 75,200 7,289
W. David Foster 1999 $215,000 $ 60,200 $45,500 $ 91,100 7,232
President and 1998 $200,000 $ 77,900 $45,800 $ 76,400 6,205
Director 1997 $177,400 $ 63,400 $48,400 $ 48,400 10,026
John L. Rowley (4) 1999 $145,000 $ -- $39,800 $ -- 3,758 $178,000
Vice President 1998 $140,000 $ 40,900 $23,800 $ 39,700 3,162
C.H. Heist Corp 1997 $139,500 $ 36,700 $22,200 $ 24,700 3,753
Kurt R. Moore 1999 $165,000 $ 88,200 $47,300 $106,700 6,732
Chief Operating Officer 1998 $150,000 $ 97,900 $42,600 $ 71,100 3,019
Ablest Service Corp. 1997 $139,500 $ 25,600 $21,200 $ 23,500 6,453
Duane F. Worthington II (5) 1999 $145,000 $ -- $15,000 $ -- 4,099 $100,000
Vice President - 1998 $135,000 $ 56,700 $26,000 $ 43,300 1,533
Operations
C.H. Heist Corp. 1997 $125,000 $ 10,600 $10,800 $ 12,000 3,914
</TABLE>
(1) The Company provides income tax services and Company cars to certain of its
officers. The amounts in the table do not include the cost to the Company of
such benefits because such cost has not exceeded 10% of total salary and
bonus in the case of any of the Named Officers.
(2) A bonus for fiscal 1999 was declared and accrued for Mr. Moore under the
Company's Economic Value Added (EVA(R)) Incentive Remuneration Plan (the
"Incentive Plan"). None of the other Named Officers earned a bonus for
fiscal 1999 under the Incentive Plan. Separate bonuses for Messrs. Heist and
Foster for fiscal 1999 were awarded by the compensation committee of the
Board of Directors in February 2000. See "Report on Executive Compensation".
For all other years reported, bonuses were awarded under the Incentive Plan.
(3) Bonus paid represents one or both of the following: (i) a percentage of the
total bonus declared and (ii) a portion of the participant's bonus bank from
prior years that was earned or paid in the particular fiscal year. Bonuses
may have been reduced in a given year by amounts paid in the form of options
under the Leveraged Option Plan.
(4) John L. Rowley resigned as a director and the Chief Financial Officer and
Secretary of the Company in November 1999 and continued as an employee until
the end of fiscal 1999. Mr. Rowley received payment of $178,000 in
connection with his resignation and his agreement to assist the Company
through the end of fiscal 1999 in selling its industrial maintenance
operations. Mr. Rowley did not receive a bonus for fiscal 1999 but his
existing bonus bank under the Incentive Plan was paid to him in full.
(5) Duane F. Worthington II, who served as Vice President-Operations of the
Company during fiscal 1999, and who resigned on March 12, 2000, received
$100,000 for fiscal 1999 as an incentive to remain with the Company until
its industrial maintenance operations were sold. Mr. Worthington did not
receive a bonus for fiscal 1999 but his existing bonus bank was paid to him
in full.
6
<PAGE> 9
OPTION GRANTS
The table below contains certain information on stock options issued
during fiscal 1999 to the Named Officers pursuant to the Company's Leveraged
Stock Option Plan.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Percentage of Annual Rates of
Total Options Exercise or Stock Price Appreciation
Options Granted to Base Price for Option Term (1)
Granted Employees in (per share)- Expiration ------------------------
Name (1) Fiscal 1999 (*) Date 5% 10%
- ---- -------- ------------- ------------ ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Charles H. Heist 9,430 12.7% $7.99 2/22/09 $47,385 $120,082
W. David Foster 7,232 9.8% $7.99 2/22/09 $36,340 $ 92,092
John L. Rowley 3,758 5.1% $7.99 2/22/09 $18,883 $ 47,854
Kurt R. Moore 6,732 9.1% $7.99 2/22/09 $33,827 $ 85,725
Duane F. Worthington II 4,099 5.5% $7.99 2/22/09 $20,597 $ 52,197
</TABLE>
(1) Under the Incentive Plan, each participating officer had 10% of his bonus
compensation for fiscal 1998 applied to purchase these options. 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 granted under the Company's Incentive Stock Option Plan and its
Leveraged Stock Option Plan to Named Officers and held by them on December 26,
1999. None of the Named Officers exercised any stock options during fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS (*)
DECEMBER 26, 1999 AT DECEMBER 26, 1999
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Charles H. Heist 7,289/19,068 $-0-/$-0-
W. David Foster 41,686/13,437 $-0-/$-0-
John L. Rowley 26,112/6,920 $-0-/$-0-
Kurt R. Moore 25,425/9,751 $-0-/$-0-
Duane F. Worthington II 21,203/5,632 $-0-/$-0-
</TABLE>
(*) The exercise price used in the calculation is the price at which the options
vest and first become exercisable.
7
<PAGE> 10
REPORT ON EXECUTIVE COMPENSATION
The compensation committee is composed of two independent, non-employee
directors. The committee approves the salaries of executive officers and
monitors the Economic Value Added (EVA(R)) Incentive Remuneration Plan (the
"Incentive Plan"), the Incentive Stock Option Plan (the "Option Plan") and the
EVA(R) Leveraged Stock Option Plan (the "Leveraged Option Plan").
The Company's executive compensation program consists of three key
elements: a base salary component, an annual bonus component and a long term
stock option component. For fiscal 1999, the Company's compensation programs
were designed to attract and retain qualified executives by providing
competitive salaries and, through the Incentive Plan, Option Plan and Leveraged
Option Plan, linking incentive compensation to both financial and EVA(R)
performance of the Company.
Effective December 27, 1999, the Company terminated the Incentive Plan
and the Leveraged Option Plan due to the pending sale of the its industrial
maintenance operations.
Charles H. Heist served as the Company's Chief Executive Officer for
fiscal 1999. For fiscal 2000, Mr. Heist will serve as Chairman of the Board of
Directors of the Company, Mr. W. David Foster will serve as Chief Executive
Officer of the Company, and Mr. Kurt R. Moore will serve as President and Chief
Operating Officer of the Company.
Salary Component. Mr. Heist did not receive a salary adjustment for
fiscal 2000. Salaries for the other executive officers of the Company for fiscal
2000 were increased by the Board of Directors based on recommendations made by
Mr. Heist. These increases ranged from 11.6% to 21.2%, with the average increase
being approximately 15.1%. This compares to increases for fiscal 1999 for such
officers ranging from 3.6% to 10.0%, with the average increase for the year
being 6.7%. In awarding increases to the other executive officers, the Board
considered the financial performance of each segment of the Company's business
in fiscal 1999, 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 1999/2000. In addition, consideration was given to the involvement
of the officers in the sale of the Company's industrial maintenance operations
and the relocation of its administrative facilities from New York to Florida.
Bonus Component. In 1996, the Board of Directors and the compensation
committee approved the adoption and implementation of the Incentive Plan. The
committee believed that this plan would strengthen the alignment of interests
between the Company's key employees and its shareholders through the use of
incentive compensation and the increased ownership by certain officers of shares
of the Company's common stock. The purpose of the plan was to provide incentive
compensation to key employees in a form that related their financial reward to
an increase in value of the corporation to its shareholders. In general, EVA was
the corporation's annual net operating profit after taxes, less a capital
charge. The capital charge was intended to represent the return expected by the
shareholders. The compensation committee believed that EVA improvement was the
financial performance measure most clearly correlated with increases in
shareholder value. Under this plan, there was a target EVA for the corporation
and each business unit for each performance year. The target was generally the
average of the EVA for the prior year and the prior year target, plus an
expected improvement. If the EVA for the performance year equaled the target EVA
for the year, participants would receive a cash bonus under the Incentive Plan.
The amount of the bonus would vary according to the amount by which the actual
EVA exceeded the target EVA, and the participant's base salary and other
factors. For certain participants, a portion of the bonus was applied to acquire
options pursuant to the Leveraged Option Plan. If the EVA for the performance
year was less than the target EVA for the year, less or no bonus was paid under
the plan for that year.
For fiscal 1999, an incentive award was accrued under the Incentive
Plan for only one of the Named Officers, Mr. Moore, as shown in the Summary
Compensation Table. Mr. Moore received one-third of this award in fiscal 2000
and the remaining two-thirds of the award will be paid in equal installments in
fiscal 2001 and fiscal 2002.
Under the Incentive Plan, neither Mr. Heist nor Mr. Foster would have
received a bonus for fiscal 1999 and their existing bonus banks would have been
eliminated based on the Company's EVA performance as measured under the
Incentive Plan. Nonetheless, given the efforts of these executives in selling
the Company's industrial maintenance business and positioning the Company as a
pure-play staffing services company for the future, the compensation committee
believed that these executives deserved a bonus for fiscal 1999. Accordingly,
the committee declared for each of these executives a bonus equal to 70% of his
respective target bonus under the Incentive Plan, froze the bonus bank in
existence at the beginning of fiscal 1999 for each executive, and added the
fiscal 1999 bonus to the existing bonus bank balance. The committee also decided
that one-third of the new total bonus bank would be paid out to each
8
<PAGE> 11
of these executives in fiscal 2000 and that the other two-thirds in the new bank
would be paid out in equal installments in fiscal 2001 and fiscal 2002. Under
this arrangement, Mr. Heist received a bonus of $67,200, which was added to his
existing bonus bank. One-third of the new bonus bank, or $55,500, has been paid
to Mr. Heist in fiscal 2000.
For fiscal 2000, the Company has adopted an incentive compensation
program for its executive officers and other key management personnel that is
geared to the attainment of a pre-established level of earnings before interest,
taxes, depreciation and amortization (the "EBITDA Plan"). The EBITDA Plan was
approved by the compensation committee at a meeting held on February 28, 2000.
The EBITDA Plan replaces the Incentive Plan and the Leveraged Option Plan. Under
this plan, bonuses will be paid to the Named Officers and other participants so
long as 70% or more of the pre-established target level is achieved. The target
bonus levels for Mr. Foster equals 45% of his base salary for fiscal 2000; while
the target bonus level for Messrs. Heist and Moore equal 40% of their base
salaries for fiscal 2000. The percentage of target bonus to be paid to each of
these executives will equal the percentage of target EBITDA achieved for fiscal
2000 so long as at least 70% of the EBITDA target is achieved. For example, if
80% of the EBITDA target is achieved, each participant will receive 80% of his
target bonus. The change in plans was made due to the sale of the Company's
industrial maintenance operations and management's belief that EVA is not an
appropriate measurement tool now that the Company is a pure-play staffing
services company. The EBITDA Plan is intended to be in effect for fiscal 2000,
and the Company plans to investigate alternative bonus plans for future years.
Option Component. The Option Plan is intended to advance the interests
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 Named Officers under this plan for
the three years reported.
The Leveraged Stock Option Plan was 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 bonus calculated under the
Incentive plan was used in a formula under the Leveraged Option Plan to
determine the number of shares subject to an option to be issued under that
plan. Based on fiscal 1998 operating results, options for 39,324 shares were
acquired by executive officers under the Leveraged Option Plan during fiscal
1999. Mr. Heist acquired options for 9,430 shares. This plan was terminated on
December 27, 1999, in connection with the termination of the Incentive Plan.
Options outstanding under the Leveraged Option Plan prior to its termination,
including those issued in fiscal 1999, will remain outstanding and exercisable
in accordance with their terms.
THE COMPENSATION COMMITTEE:
Charles E. Scharlau
Donna R. Moore
9
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UNITED STATES EMPLOYEES' PENSION PLAN
In fiscal 1986, the Company established 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 established the Ablest Service Corp.
United States Employee's Pension Plan to serve the staffing services segment's
employees. These plans were funded entirely by Company contributions and
administered by trustees appointed by the Company. All of the executive officers
listed in the Summary Compensation Table participated in one or the other of
these plans.
Effective November 30, 1999, the Company terminated the defined benefit
retirement plans. The Company's pension provider is currently in the process of
determining the actuarial benefit to be allocated to each plan participant as
well as proceeding with all applicable governmental 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 2000.
COMMON STOCK PERFORMANCE
The stock performance graph presented below compares the Company to the
Standard and Poors 500 Index (a broad market index) and a Peer Group Index.
The peer group used by the Company in its 1999 proxy statement, was
comprised of two staffing companies and one company that provided industrial
maintenance services. With the sale of the Company's industrial maintenance
segment, this group no longer provides a true representation of the Company's
operations . As such and through consultation with outside consultants, the
Company has established a new peer group of four publicly traded companies that
are principally engaged in the staffing services industry. These companies are
Headway Corporate Resources, Inc., Joule, Inc., SOS Staffing and RemedyTemp,
Inc.
5 YEAR TOTAL SHAREHOLDER RETURN
ABLEST INC. VS S&P 500 INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
INDEX DATA DEC '94 DEC '95 DEC '96 DEC '97 DEC '98 DEC '99
- ---------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ablest Inc. 100 98 111 98 91 81
S&P 500 Index 100 134 161 211 268 318
Peer Group Index 100 164 187 250 154 143
</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 of Directors and his two sisters,
Dixie Lea Clark and Victoria Hall. Under the lease, the Company is responsible
for maintenance and 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 26, 1999.
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 1999. 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 1999 fiscal year all of these
filing requirements were satisfied by the Company's directors, officers and 10%
shareholders.
ITEM 2 -- RATIFICATION OF AUDITORS
KPMG LLP audited the Company's financial statements for the fiscal year
ended December 26, 1999 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 26, 1999, 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 13, 2000,
a copy of the Company's Annual Report on Form 10-K for the year ended December
26, 1999, as filed with the Securities and Exchange Commission. Requests may be
directed to Mr. Charles H. Heist, Chairman of the Board, Ablest Inc., 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 2001
Annual Meeting of Shareholders must be received by the Company at its principal
corporate offices by the close of business on December 9, 2000, in order to be
timely received for inclusion in the Company's proxy statement and form of proxy
for that meeting. The Company is in the process of moving its principal
corporate offices to 1901 Ulmerton Road, Suite 300, Clearwater, Florida 33762,
and expects to complete the move before the end of the second quarter of fiscal
2000.
If a shareholder intends to raise at the Company's annual meeting in
2001, 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 13, 2001. 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.
11
<PAGE> 14
OTHER MATTERS
Under Delaware 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 2000.
By order of the Board of Directors
Mark P. Kashmanian
Secretary
April 21, 2000
12
<PAGE> 15
ABLEST INC.
ANNUAL MEETING
Hyatt West Shore
6200 Courtney Campbell Causeway
Tampa, Florida
Tuesday - May 16, 2000
11:30 a.m. Eastern Daylight Savings Time
PROXY
ABLEST INC.
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 W. DAVID 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
ABLEST INC., held of record by the undersigned on April 13, 2000, at the annual
meeting of the shareholders to be held on May 16, 2000, 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, 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: , 2000
-----------------------------------
-----------------------------------------
Signature(s)
When joint tenants hold shares, 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.
