NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 12, 2000
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 12, 2000, at 9:30 a.m. for the following
purposes:
1. To elect ten 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 24, 2000, 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
IRENE T. GRAHAM, CPS
Acting Secretary
Trenton, New Jersey
April 12, 2000
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 12, 2000.
The Company's Annual Report for the year ended December 31,
1999, 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 Irene T. Graham, Acting Secretary,
Homasote Company, P.O. Box 7240, West Trenton, New Jersey 08628-
0240 or by giving written notice of such revocation to the Acting
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 12, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 24, 2000, 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 24,
2000, 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.
<TABLE>
The following table sets forth certain information as of March
24, 2000, with respect to the only persons known to the Company who
beneficially owned more than 5% of the Company's voting securities.
<CAPTION>
Shares 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 32,132 9.22
860 Lower Ferry Road
Trenton, NJ 08628
Warren L. Flicker 59,282 17.01
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 5.17
18 Edgewood Road
Yardley, PA 19067
</TABLE>
ELECTION OF DIRECTORS
The Company currently has nine 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 ten nominees listed in the table
below to serve until the Company's Annual Meeting in 2001 and until
their respective successors are duly elected and qualified. With
the exception of Irene T. Graham, each of the nominees listed below
is currently a Director of the Company, having been elected to
serve as a Director at the company's Annual Meeting in 1999.
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 substituted 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 (and nominee
for Director.) 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 24, 2000 Class
<S> <C> <C> <C> <C>
Joseph A. Bronsard 1995 66 1,100 0.32
Executive Vice
President 1995-present;
Plant Manager, Homasote
Company, 1983-present
Irving Flicker(1,2,3) 1960 85 32,132 9.22
Chairman of the Board
1972-present; Chief
Executive Officer,
Homasote Company, 1979-
1999
Michael R. Flicker(3) 1983 59 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 82 18,000 5.17
Vice Chairman 1995-
present, President
and Chief Operating
Officer, Homasote
Company, 1979-1994
Warren L. Flicker(2,3) 1974 56 59,282 17.01
President and Chief
Operating Officer,
1995-present;
Executive Vice
President, Homasote
Company, 1979-1994
Irene T. Graham, CPS ---- 78 2,000 0.57
Retired, Former
Corporate Secretary
and member of the
Board of Directors,
Homasote Company,
1985-1994
Peter N. Outerbridge(4) 1960 71 1,363 0.39
Chairman of the Board,
Chelston Management
Ltd., a provider of
investment holding and
management services,
St. John's,
Newfoundland, Canada,
1996-present
James M. Reiser, C.P.A.1999 57 2,000 0.57
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, Middlesex, NJ,
1995-1996; Controller,
York Luggage Co., a
manufacturer and distributor
of luggage products
Lambertville, NJ 1977-1995.
Charles A. Sabino, 1998 60 6,429 1.84
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 1,500 0.43
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 178,898 51.32
group (10) 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 1999. With the
exception of 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, and James
M. Reiser 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 and James M. Reiser are members 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 committees performing
similar functions. The functions customarily performed by such
committees are considered the responsibility of the Board of
Directors as a whole.
REVIEW OF AUDITED FINANCIAL STATEMENTS
The Company has no separate audit committee. Accordingly, the
Board of Directors has (1) reviewed and discussed the audited
financial statements of the Company for the year ended December 31,
1999 (the "Audited Financial Statements") with management of the
Company,
(2) discussed with the independent auditors the matters required to
be discussed by SAS 61 (Codification of Statements on Auditing
Standards, AU Section 380), as may be modified or supplemented, and
(3) received the written disclosure and the letter from the
independent accountants of the Company required by Independence
Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), as
may be modified or supplemented, and has discussed with the
independent accountant the independent accountant's independence.
Based on the review and discussions referred to in items (1)
through (3) above, the Board of Directors determined that the
Audited Financial Statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999,
for filing with the Securities and Exchange Commission. The name
of each member of the Board of Directors of the Company is
contained above in this Proxy Statement under the heading "Nominees
for Election as Directors", which is incorporated herein by
reference.
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.
In reviewing the compensation of Warren L. Flicker as President
of the Company and the renewal of his employment contract, the
Board of Directors considered the fact that he had received no
salary increase since his election as President of the Company in
1995. In addition, the Board viewed positively the efforts of Mr.
Flicker to improve operations of the Company. As a result, Mr.
Flicker's employment contract was renewed for a ten-year period as
described below in footnote (4) (which is incorporated herein by
reference) to the "Summary Compensation Table".
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 1999, and (ii) the four 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, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Other Annual All Other
Name and Principal Year Salary Bonus Compen.(1,2) Compen.(3,6)
Position ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Irving Flicker(5) 1999 125,000 --- 1,000 21,096
Chairman and Chief 1998 125,060 --- 1,000 20,745
Executive Officer 1997 125,060 --- 1,000 20,014
Shanley E. Flicker(5) 1999 100,000 --- 1,000 12,075
Vice Chairman 1998 100,060 --- 1,000 11,737
1997 100,060 --- 1,000 11,250
Warren L. Flicker(4) 1999 150,000 --- 1,000 127
President and Chief 1998 150,060 --- 1,000 185
Operating Officer 1997 150,060 --- 1,000 228
Joseph A. Bronsard 1999 80,958 --- 1,000 4,166
Exec. V. President 1998 81,018 --- 1,000 3,969
and Plant Manager 1997 78,660 --- 1,000 3,692
James M. Reiser 1999 66,667 --- 1,000 94
Vice President and
Chief Financial Officer
</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 1999 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 ($12,822),
Shanley E. Flicker ($7,203), Joseph A. Bronsard ($3,243) and
Warren L. Flicker ($14); (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),and James M. Reiser ($94); and (iv) payouts under the
Company's Pension Plan to Irving Flicker ($6,967), Shanley E.
Flicker ($4,815),
(4) The Company has an employment contract with Warren L. Flicker
dated and effective as of May 7, 1999, providing for his
continued employment in a full-time capacity until May 6,
2009, at an annual salary of $200,000, adjusted biennially for
changes in the Consumer Price Index (as defined), with the
right to receive such additional executive compensation as may
be granted by the Board of Directors of the Company and its
subsidiary. Warren L. Flicker voluntarily deferred the
effective date of his increase in salary under such employment
contract until January 1, 2000, in order to improve results of
operations of the Company for 1999.
(5) Irving Flicker and Shanley E. Flicker each voluntarily
modified their compensation from the Company to $1,000 per
month commencing January 1, 2000.
(6) 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 FOR 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, 54; Shanley E. Flicker, 37; Warren L. Flicker,34;
Joseph A. Bronsard, 31.
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,
1999, 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, 1994 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 selected KPMG LLP as the auditors for
the Company for the fiscal year ending December 31, 2000. KPMG LLP
acted as the Company's independent accountants for the fiscal year
ended December 31, 1999. A member of the firm of KPMG 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 2001 must be received by the Company at its executive
offices (please address to the attention of Irene T. Graham, Acting
Secretary), P.O. Box 7240, West Trenton, New Jersey 08628-0240, for
inclusion in the Proxy Statement and form of Proxy relating to that
meeting by December 13, 2000. 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 Irene T. Graham, Acting
Secretary, Homasote Company, P.O. Box 7240, West Trenton, New
Jersey 08628-0240.
By Order of the Board of Directors
IRENE T. GRAHAM, CPS
Acting Secretary
April 12, 2000
