NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 7, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Homasote Company will be
held at the Office of the Company, Lower Ferry Road, Trenton, New
Jersey, on Friday, May 7, 1999, at 10:30 a.m. for the following
purposes:
1. To elect nine directors to hold office for one year and
until their successors shall be elected and shall
qualify, and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Pursuant to the provisions of the Bylaws, the Board of Directors
has fixed the close of business on March 8, 1999, as the record
date for the determination of the stockholders entitled to notice
of and to vote at the meeting and at any adjournments thereof.
Only stockholders of record at the close of business on that date
will be entitled to notice of and to vote at the meeting. The
stock transfer books will not be closed.
By Order of the Board of Directors
CINDY FRIZZELL
Secretary
Trenton, New Jersey
April 7, 1999
Whether or not you expect to be present at the meeting, please
sign the accompanying Proxy and return it promptly in the enclosed
self-addressed envelope, which requires no postage if mailed in the
United States, so that your shares may be represented at the
meeting.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Homasote Company of
Proxies to be voted at the Annual Meeting of Stockholders of
Homasote Company (the "Company") to be held May 7, 1999.
The Company's Annual Report for the year ended December 31, 1998,
Notice of Meeting, and a form of Proxy accompany this Proxy
Statement. The Proxy may be revoked by the person giving it at any
time prior to its use by voting in person at the meeting, by filing
a later dated proxy with Cindy Frizzell, Secretary, Homasote
Company, P.O. Box 7240, West Trenton, New Jersey 08628-0240 or by
giving written notice of such revocation to the Secretary of the
Company.
The mailing address of the Company is P.O. Box 7240, West
Trenton, New Jersey 08628-0240. It is anticipated that the Proxy
Statement and accompanying Proxy will first be sent to the
Stockholders on or about April 16, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 8, 1999, the Company had 348,599 shares of
outstanding common stock, 20 cents par value, which constitutes all
of the outstanding voting securities of the Company. Only holders
of common stock of record at the close of business on March 8,
1999, will be entitled to one vote per share on all business of the
meeting. Abstentions and any shares as to which a broker or
nominee indicates that it does not have discretionary authority to
vote on a particular matter will be treated as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining
whether the approval of stockholders has been obtained with respect
to any such matter and thus will have the effect of a vote to
"Withhold" in the election of directors or as a "No" vote in any
other matters included in the Proxy.
<TABLE>
The following table sets forth certain information as of March
8, 1999, with respect to the only persons known to the Company who
beneficially owned more than 5% of the Company's voting securities.
<CAPTION>
Share of Common Stock Percent
Name and Address of of the Company Beneficially of
Beneficial Owner Owned Directly or Indirectly Class
<S> <C> <C>
Irving Flicker 35,432 10.16
860 Lower Ferry Road
Trenton, NJ 08628
Warren Flicker 55,982 16.06
14 Pond View Lane
Titusville, NJ 08560
Michael R. Flicker, Esquire 55,092 15.80
285 Hamilton Avenue
Suite 460
Palo Alto, CA 94302
Shanley E. Flicker 18,000 5.16
18 Edgewood Road
Yardley, PA 19067
</TABLE>
ELECTION OF DIRECTORS
The Company currently has eight Directors who were elected for
one-year terms and serve until their respective successors are duly
elected and qualified. Unless marked to the contrary, it is
intended that votes will be cast pursuant to the Proxies hereby
solicited for the election of the nine nominees listed in the table
below to serve until the Company's Annual Meeting in 2000 and until
their respective successors are duly elected and qualified. Each
of the nominees listed below, other than James M. Reiser, is
currently a Director of the Company, having been elected to serve
as a Director at the company's Annual Meeting in 1998. Directors
will be elected by a plurality vote. The Management is informed
that all of the nominees are willing to serve as Directors, but if
at the time of election any of the nominees should be unavailable
for election, a circumstance which is not anticipated by the Board
of Directors, the Proxies will be voted for such substitute nominee
or nominees as may be designated by the Board of Directors. The
following table sets forth certain information with respect to the
Directors and Officers (including the nominees for election as
Directors.) Except as otherwise provided, each of the following
executive officers of the Company has served in his present
capacity or capacities for more than the past five years.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS DIRECTORS
Shares of Common Stock
of the Company
Beneficially Owned
Year Directly or Percent
Name and Principal Became Indirectly as of of
Occupation Director Age March 8, 1999 Class
<S> <C> <C> <C> <C>
Joseph A. Bronsard 1995 65 1,100 0.32
Executive Vice
President 1995-present;
Plant Manager Homasote
Company, 1983-present
Irving Flicker(1,2,3) 1960 84 35,432 10.16
Chairman of the Board
1972-present; Chief
Executive Officer,
Homasote Company 1979-
present
Michael R. Flicker(3) 1983 58 55,092 15.80
Attorney-at-Law
Flicker & Kerin
Attorneys at Law,
Palo Alto, CA, 1990-
present Private
practice of law,
1969-present
Shanley E. Flicker(1) 1973 81 18,000 5.16
Vice Chairman 1995-
present, President
and Chief Operating
Officer, Homasote
Company 1979-1994
Warren L. Flicker(2,3) 1974 55 55,982 16.06
President and Chief
Operating Officer
1995-present,
Executive Vice
President, Homasote
Company 1979-1994
Peter N. Outerbridge(4) 1960 70 1,363
0.39
Chairman of the Board
Chelston Management
Ltd., a provider of
investment holdings and
management services,
St. John's,
Newfoundland, Canada
1996-present
James M. Reiser, CPA ---- 56 1,000 0.29
Vice President & Chief
Financial Officer,
Homasote Company, March
1999-Present; Controller,
Trenton Alloy
Fabricating, Inc., a
metal fabricator,
Trenton, NJ, 1996-1999;
Financial Consultant,
Tumi Luggage, a
manufacturer and
distributor of luggage
products, Lambertville,
NJ, 1977-1995
Charles A. Sabino, 1998 59 5,429 1.56
C.P.A., J.D. Tax
Consultant, Self-
Employed present;
Managing Partner,
KPMG Peat Marwick LLP,
Princeton, NJ 1967-1997,
Certified Public
Accountants for
the Company
Norman Sharlin 1998 58 1,000 0.29
President and
Chief Operating
Officer, Sharlin
Lite Corporation of
America, distributor
of lighting products,
Ewing Twp., NJ,
1959-present
All directors and officers as a 174,398 50.03
group (9) including those named
above
</TABLE>
(1) Irving Flicker and Shanley E. Flicker are brothers.
(2) Warren L. Flicker is the son of Irving Flicker.
(3) Michael R. Flicker is the son of Irving Flicker and brother of
Warren L. Flicker.
(4) From 1988 to 1993, Mr. Outerbridge served as Chairman of the
Board of Harvey & Co., a construction equipment and truck
distributor, and as Director of Harvey Travel Ltd., a travel
agency, in St. John's Newfoundland, Canada. Mr. Outerbridge
is presently a Director of Newtel Enterprises Ltd., St.
John's, Newfoundland, Canada.
OTHER INFORMATION
The Board of Directors held four meetings in 1998. With the
exception of Charles A. Sabino who attended 75%, and Michael R.
Flicker and Peter Outerbridge, who attended 50% of the meetings,
all of the Directors attended 100% of the meetings. The Directors
who are not employees of the Company are each compensated with a
retainer fee of $4,000 and, in addition, $500 per Board meeting
attended. Directors who are employees of the Company are each
compensated with a retainer fee of $1,000, but are not separately
compensated for attendance at Board meetings.
Irving Flicker, Shanley E. Flicker, Warren L. Flicker, Cindy
Frizzell and Neil F. Bacon are Trustees of The Homasote Foundation,
a non-profit corporation which distributes payments made by the
Company for charitable and educational purposes. The Homasote
Foundation owns 1,052 shares of the common stock of the Company.
Irving Flicker is a member of the Homasote Pension Plan Committee
which directs the manner in which Smith Barney Corporate Trust
Company, acting as Trustee under the Company's Pension Plan,
exercises voting rights with respect to the 2,103 shares of the
Company's common stock held by the Trustee.
The Company does not have any standing Nominating, Audit or
Compensation Committee or any standing committee performing similar
functions. The functions customarily performed by such committees
are considered the responsibility of the Board of Directors as a
whole.
EXECUTIVE COMPENSATION
Compensation for the Company's executive officers is the
responsibility of the Board of Directors. Each executive officer's
salary is based on his specific responsibilities, overall
performance, and employment contract when applicable. The Board
also periodically awards discretionary bonuses to executive
officers. The bonuses are based upon the performance of the
individual executive and the financial results of the Company.
The following table sets forth certain information with regard
to compensation awarded to, earned by, or paid by the Company in
each of the Company's last three fiscal years to (i) the Chief
Executive Officer of the Company, the only person who served in
that capacity during 1998, and (ii) the three highest compensated
executive officers of the Company (other than the Company's Chief
Executive Officer) who were serving as executive officers of the
Company at December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Principal Year Salary Bonus Compen.(1,2)
Compen.(3,5)
Position ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Irving Flicker 1998 125,060 --- 1,000 20,745
Chairman and Chief 1997 125,060 --- 1,000 20,014
Executive Officer 1996 125,060 --- 1,000 19,594
Shanley E. Flicker 1998 100,060 --- 1,000 11,737
Vice Chairman 1997 100,060 --- 1,000 11,250
1996 100,060 --- 1,000 11,096
Warren L. Flicker(4) 1998 150,060 --- 1,000
8,153
President and Chief 1997 150,060 --- 1,000 6,024
Operating Officer 1996 150,060 7,500 1,000 5,988
Joseph A. Bronsard 1998 81,018 --- 1,000 11,219
Exec. V. President 1997 78,660 --- 1,000 8,949
and Plant Manager 1996 79,653 3,930 1,000 8,594
</TABLE>
(1) The incremental cost to the company of perquisites and other
personal benefits did not for any year exceed 10% of any named
executive's total annual salary and bonus.
(2) Fees paid for service as Directors.
(3) Amounts for 1998 represent (i) Company contributions to its
Savings Plan on behalf of Irving Flicker ($1,250), and Joseph
A. Bronsard ($810); (ii) interest earned on amounts subject to
the Company's Savings Plan for Irving Flicker ($12,471),
Shanley E. Flicker ($6,865), Joseph A. Bronsard ($3,047) and
Warren L. Flicker ($71); (iii) amounts paid by the Company
for life insurance on Irving Flicker ($57), Shanley E. Flicker
($57), Joseph A. Bronsard ($113), and Warren L. Flicker
($113); (iv) amounts accrued under the Company's Pension Plan
for its officers and directors, including Irving Flicker
($6,967), Shanley E. Flicker ($4,815), Warren L. Flicker
($7,968), and Joseph A. Bronsard ($7,250), including amounts
of payouts from such plan to Irving Flicker ($6,967) and
Shanley E. Flicker ($4,815).
(4) The Company has an employment contract with Warren L. Flicker
dated April 26, 1979, effective as of May 1, 1979, providing
for his continued employment in a full-time capacity until
April 30, 1989, at an annual salary of $121,872 with the right
to receive such additional executive compensation as may be
granted by the Board of Directors of the Company and its
subsidiary. The Board of Directors at their meeting in April
14, 1988, passed a resolution extending Warren L. Flicker's
contract until the board of Directors Meeting to be held May
1999.
(5) The Company instituted a Supplemental Retirement Plan
effective January 1, 1978, for certain key employees. Payment
is based on an "average annual earnings," which is defined as
the average earnings in the five calendar years out of the ten
calendar years of employment prior to the employee's
retirement for which the employee received the highest
earnings. As of this date, the Plan is unfunded.
<TABLE>
<CAPTION>
Five Year Average Annual Benefit for Years of Credited Service
Annual Earnings Prior to Reduction to Social Security Benefits
10 Years 15 Years 20 Years 30 Years 40 Years
<S> <C> <C> <C> <C> <C>
$ 50,000 $12,500 $ 18,750 $ 25,000 $ 25,000 $ 25,000
100,000 25,000 37,500 50,000 50,000 50,000
150,000 37,500 56,250 75,000 75,000 75,000
200,000 50,000 75,000 100,000 100,000 100,000
250,000 62,500 93,750 125,000 125,000 125,000
300,000 75,000 112,500 150,000 150,000 150,000
350,000 87,500 131,250 175,000 175,000 175,000
</TABLE>
The current years of credited service of the individuals set
forth in the table above are:
Irving Flicker, 53; Shanley E. Flicker, 36; Warren L. Flicker,
33; Joseph A. Bronsard, 30.
In November 1975, the Board of Directors adopted a Savings Plan
effective April 1, 1976, in which all employees are eligible to
participate. Under the Savings Plan, each employee may contribute
up to 15% of his or her total monetary compensation. The Savings
Plan provides for contributions by the Company of 25% of the first
4% or fraction thereof contributed by each participating employee.
The funds are administered through the Savings Plan's Trustee,
Smith Barney Corporate Trust Company and invested in either a Fixed
Income Guaranteed Fund or an Equity Fund as designated by the
participating employee.
FIVE-YEAR COMPARISONS
PERFORMANCE GRAPH
The following graph compares for the five years ended December 31,
1998, the cumulative total shareholder return on the Company's
Common Stock with the cumulative total return on the Lipper Small
Company Index and with the cumulative total return on the Russell
2000 Index. The graph assumes that $100 was invested on December
31, 1993 in each of the Company's Common Stock, the Lipper Small
Company Index and the Russell 2000 Index and that all dividends
were reinvested.
INFORMATION CONCERNING THE COMPANY'S AUDITORS
The Board of Directors has not, as of the date hereof, selected
the auditors for the fiscal year ending December 31, 1999. KPMG
Peat Marwick LLP acted as the Company's independent accountants for
the fiscal year ended December 31, 1998. A member of the firm of
KPMG Peat Marwick LLP is expected to be present at the meeting and,
if present, will have an opportunity to make a statement if he/she
desires to do so and to respond to appropriate questions.
OTHER BUSINESS
The Board of Directors does not know of any business to be
presented at the Annual Meeting other than that which is
specifically referred to in the Proxy and this Proxy Statement.
However, if any other matter should properly come before the
meeting, it is intended that votes will be cast pursuant to the
Proxy in respect thereto in accordance with the best judgement of
the persons acting as Proxies.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Annual
Meeting in 2000 must be received by the Company at its executive
offices (please address to the attention of Cindy Frizzell,
Secretary), P.O. Box 7240, West Trenton, New Jersey 0862-0240, for
inclusion in the Proxy Statement and form of Proxy relating to that
meeting by December 17, 1999. Any such proposal must comply with
Rule 14a-8 of the Regulation 14A of the Proxy Rules of the
Securities and Exchange Commission.
EXPENSE OF SOLICITATION OF PROXIES
The cost of this solicitation of Proxies will be borne by the
Company. The proxies will be solicited principally through the use
of the mails, but officers and regular employees of the Company may
solicit Proxies personally or by telephone or facsimile. The
Company reimburses banks, brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable expenses in
forwarding proxy material to their principals.
A copy of the Company's Annual Report on Form 10-K including the
financial statements and schedules thereto is available, without
charge, on written request directed to Cindy Frizzell, Secretary,
Homasote Company, P.O. Box 7240, West Trenton, New Jersey
08628-0240.
By Order of the Board of Directors
CINDY FRIZZELL
Secretary
April 7, 1999
