<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(e) or Section
240.14a-12
AMDURA CORPORATION
(Name of Registrant as Specified In Its Charter)
AMDURA CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) 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: ______________
_______________________________________________________________
________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________
Set forth the amount on which the filing fee is calculated and state
how it was determined. _______________________________
_______________________________________________________________________
_________________________________________
[ ] 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
AMDURA CORPORATION
2801 DAWSON ROAD
TULSA, OKLAHOMA 74110
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 3, 1994
____________________
The Annual Meeting of Stockholders (the "Annual Meeting") of AMDURA
Corporation, a Delaware corporation (the "Company"), will be held on Tuesday,
May 3, 1994, at 2:00 p.m., local time, at the Hotel Crescent Court, 400
Crescent Court, Dallas, Texas, for the following purposes:
1. To elect ten directors to hold office until the 1995 Annual
Meeting of Stockholders and until their respective successors
are duly elected and qualified;
2. To approve the Company's 1992 Stock Option Plan, as amended; and
3. To transact such other business as may properly come
before the Annual Meeting and any and all adjournments and
postponements thereof.
The Board of Directors has fixed the close of business on March 28,
1994 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournment or postponement
thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. Reference is made to the accompanying Proxy Statement for further
information with respect to the business to be transacted at the Annual
Meeting.
A complete list of the stockholders entitled to vote at the Annual
Meeting will be open to the examination of any stockholder, for any purpose
germane to the Annual Meeting, during ordinary business hours, for a period of
at least ten days prior to the Annual Meeting, at the Hotel Crescent Court,
400 Crescent Court, Dallas, Texas.
THE BOARD OF DIRECTORS URGES YOU TO DATE, SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. THE RETURN OF THE ENCLOSED PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU DO ATTEND THE ANNUAL MEETING.
By order of the Board of Directors,
SANFORD B. FERGUSON
Secretary
Tulsa, Oklahoma
April 11, 1994
<PAGE> 3
AMDURA CORPORATION
2801 DAWSON ROAD
TULSA, OKLAHOMA 74110
____________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1994
____________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of AMDURA Corporation, a Delaware
corporation ("Amdura" or the "Company"), for use at the Company's 1994 Annual
Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") which is scheduled to be held on
Tuesday, May 3, 1994, at 2:00 p.m., local time, at the Hotel Crescent Court,
400 Crescent Court, Dallas, Texas, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement,
the foregoing notice, the enclosed form of proxy and a copy of the Company's
Annual Report to Stockholders for the year ended December 31, 1993, are first
being sent to stockholders on or about April 11, 1994.
The Board of Directors has fixed the close of business on March 28,
1994, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournment or postponement
thereof. On the record date, there were 24,539,481 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), outstanding and
entitled to vote. Each share of Common Stock is entitled to one vote on each
matter properly brought before the Annual Meeting. Shares can be voted at the
Annual Meeting only if the stockholder is present in person or is represented
by proxy. The presence in person or by proxy at the Annual Meeting of shares
of Common Stock representing a majority of the total number of shares of Common
Stock outstanding on the record date will constitute a quorum for purposes of
the Annual Meeting and the actions to be taken thereat.
The Board of Directors knows of no other matters which are to be
brought before the Annual Meeting. If any other matters properly come before
the Annual Meeting, the persons named in the enclosed form of proxy, or their
duly appointed substitutes acting at the Annual Meeting, will be authorized to
vote or otherwise act thereon in accordance with their judgment on such
matters. If the enclosed proxy is properly executed and returned prior to
voting at the Annual Meeting, the shares represented thereby will be voted in
accordance with the instructions indicated thereon. In the absence of
instructions, executed proxies will be voted "FOR" the election as directors of
the ten nominees of the Board of Directors and "FOR" the approval of the
Company's 1992 Stock Option Plan, as amended.
Any proxy may be revoked at any time prior to its exercise by
attending the Annual Meeting and voting in person, by notifying the Secretary
of the Company of such revocation in writing or by delivering a duly executed
proxy bearing a later date, provided, that such notice or proxy must actually
be received by the Company prior to the taking of any vote at the Annual
Meeting.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made primarily by mail or by facsimile, but regular
employees of the Company may solicit proxies personally or by telephone.
Abstentions may be specified as to the proposal to approve the
Company's 1992 Stock Option Plan, as amended. In addition, under the rules of
the New York Stock Exchange, Inc., brokers holding shares for customers have
authority to vote on certain matters when they have not received instructions
from the beneficial owners, and do not have such authority as to certain other
matters (so-called "broker non-votes"). Approval of the Company's 1992 Stock
Option Plan, as amended, will require the affirmative vote of the holders of at
least a majority of the votes cast by holders of Common Stock present or
represented by proxy at the Annual Meeting and entitled to vote. Abstentions
and broker non-votes will not be considered as votes cast with respect to the
proposal and thus will have no effect on the outcome of the vote. With regard
to the election of directors, votes may be cast in favor or withheld. The ten
persons receiving the highest number of favorable votes will be elected as
directors of the Company.
<PAGE> 4
ELECTION OF DIRECTORS
Ten directors, representing the entire current Board of Directors, are
to be elected at the Annual Meeting to serve until the next annual meeting of
stockholders and until their successors have been elected and qualified. All
duly submitted and unrevoked proxies will be voted "FOR" the following nominees
except where authorization so to vote is withheld. The Board recommends that
stockholders vote "FOR" the election of all such nominees. If any nominee
should become unavailable for election for any presently unforeseen reason, the
persons designated as proxies will have full discretion to vote for another
person.
The ten nominees for director are named below. Each has consented to
serve as a director if elected. The following table sets forth certain
information with respect to each of the nominees.
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
------------------------------- --- ------------------------------------------------------
<S> <C> <C>
William F. Andrews, Director, 62 Mr. Andrews has been Chairman, President and Chief Executive
Chairman, President and Chief Officer of Amdura since January 14, 1993, and has been an employee
Executive Officer of Amdura, of or advisor to Investor International (U.S.), Inc., a subsidiary
Chairman of the Executive of Investor AB (a Swedish investment company), since 1992. From
Committee, Member of the 1990 to 1992, he was the President and Chief Executive Officer of
Corporate Responsibility UNR Industries, Inc. (a manufacturer of finished steel products).
Committee and the Pension From 1989 to 1990, he held the office of President of Massey
Committee Investments (an investment firm). From 1986 to 1989, he was the
Chairman, President and Chief Executive Officer of SSMC, Inc. (a
producer of sewing machines and furniture), and from 1981 to 1986,
he was Chairman, President and Chief Executive Officer of Scovill
Inc. (a manufacturer of apparel fasteners). He is a director of
Johnson Controls, Inc. (a manufacturer of building controls),
Harley-Davidson, Inc. (a motorcycle manufacturer), Navistar
International Corp. (a truck and diesel engine manufacturer), The
Southern New England Telephone Company (a local telephone
company), Corrections Corp. of America (a builder and operator of
detention facilities), Katy Industries, Inc. (a pump and machinery
manufacturer), MB Communications, Inc. (a manufacturer of
electrical connectors, parts and equipment) and Northwestern Steel
and Wire Company (a steel and wire producer). Mr. Andrews has
been a director of the Company since 1993.
James A. Bach, Director, 43 From 1989 until 1994, Mr. Bach was the President, Chief Executive
Chairman of the Compensation Officer and a director of The Morningstar Group, Inc. (a producer
Committee and Member of the and distributor of dairy products). From 1987 to 1989, Mr. Bach
Audit Committee and the Finance was the President and Chief Executive Officer of Palm Dairies,
Committee Ltd. (a dairy products company). From 1986 to 1987, Mr. Bach was
employed by Borden Inc. (a food producer) as a director of special
projects. Mr. Bach has been a director of the Company since 1992.
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Marvin L. Dimond, Director, 59 Since 1990, Mr. Dimond has been the President, Chief Executive
Chairman of the Audit Officer and a director of Switzerland of America, Inc. (a jeep
Committee, Member of the rental company and tour operator). Mr. Dimond worked in various
Compensation Committee, the capacities for Texaco Inc. (a petroleum products company) and its
Corporate Responsibility affiliates from 1953 to 1990, including the following positions:
Committee and the Pension from 1988 to 1990, Mr. Dimond was the President and Chief
Committee Executive Officer of Texaco Lubricants Company, North America (a
division of Texaco Refining and Marketing Inc.) with
responsibility for research, product development, supply,
manufacturing, marketing and distribution of a complete line of
lubricants and coolants; from 1986 to 1988, Mr. Dimond was the
General Manager - Wholesale Marketing for Texaco Refining and
Marketing Inc. Mr. Dimond has been a director of the Company
since 1992.
John W. Gildea, Director, 50 Since 1990, Mr. Gildea has been General Partner and Managing
Member of the Finance Committee Director of Gildea Management Co. L.P., which has been an advisor
and the Pension Committee to The Network Company I Limited and The Network Company II
Limited, two Jersey, Channel Islands companies that invest in
United States companies. From 1986 to 1990, he was Senior Vice
President of Donaldson, Lufkin & Jennrette (an investment banking
firm). Mr. Gildea has also been President of Gildea Investment
Co. (a private unregistered investment advisory firm) since 1983.
He is a director of American Healthcare Management, Inc. (an owner
and operator of hospitals) and of America Service Group, Inc. (a
provider of health care to prison inmates). Mr. Gildea has been a
director of the Company since 1993.
Robert LeBuhn, Director, Member 61 Since 1992, Mr. LeBuhn has been Chairman of Investor International
of the Executive Committee, (U.S.), Inc., a subsidiary of Investor AB (a Swedish investment
Audit Committee and the Pension company). Prior thereto, Mr. LeBuhn was President of Investor
Committee International (U.S.), Inc. He is a director of USAir Group, Inc.
(an airline holding company), Acceptance Insurance, Inc. (an
insurance company), Lomas Financial Corp. (a financial services
company) and Cambrex Corp. (a specialty chemical company).
Mr. LeBuhn has been a director of the Company since 1993.
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Paul C. Meyer, Director, 46 Mr. Meyer has been Senior Vice President-Administration of Viacom
Chairman of the Finance New Media, Inc. (a developer and publisher of multimedia software
Committee and Member of the and a division of Viacom International) since January 1994. He
Audit Committee and the has also been President of Paul C. Meyer & Associates, Inc., a
Compensation Committee financial consulting firm specializing in financial and
operational restructuring of companies, since October 1991. Mr.
Meyer has been a financial consultant to Automotive Industries,
Inc. (an automotive parts manufacturer) since September 1989.
Since February 1990 he has been the President of Superior Toy &
Manufacturing Company (a toy company), for which an involuntary
petition for bankruptcy under Chapter 7 of the Code was filed
(such petition was converted to bankruptcy under Chapter 11 of the
Code on March 29, 1990). From October 1988 to August 1989, he was
Executive Vice President, Chief Financial Officer and Co-Chief
Operating Officer of Elkay Industries, Inc. (a manufacturer of
children's apparel). Mr. Meyer is also a director of Acorn
Venture Capital Corporation (a venture capital firm). Mr. Meyer
has been a director of the Company since 1992.
Larry L. Postelwait, Director, 42 Mr. Postelwait has served as a Vice President of Amdura since
Vice President of Amdura, March 1992. Mr. Postelwait became President of The Crosby Group,
President of The Crosby Group, Inc. ("Crosby") in May 1987. Prior thereto, Mr. Postelwait served
Inc., a subsidiary of the as Vice President of Operations, in charge of all domestic
Company; Chairman of the manufacturing and distribution of Crosby. Mr. Postelwait has
Corporate Responsibility spent his entire career with Crosby. He has been a director of
Committee the Company since 1991.
John R. Redmond, Director, Vice 42 Mr. Redmond has served as a Vice President of Amdura since
President of Amdura, President November 1992. Mr. Redmond became President of The Harris Waste
of The Harris Waste Management Management Group, Inc. ("Harris") in July 1992. Prior thereto,
Group, Inc., a subsidiary of Mr. Redmond was President of Alcoa Recycling Machinery Services, a
the Company; Member of the division of a subsidiary of Aluminum Company of America (an
Corporate Responsibility aluminum producer). As president of such division, Mr. Redmond
Committee was responsible for directing and overseeing the development,
production, marketing and servicing of recycling equipment for
Alcoa. Mr. Redmond was employed by Alcoa from September 1980 to
July 1992 in various executive positions. He has been a director
of the Company since 1992.
Tracey L. Rudd, Director, 38 Since 1991, Ms. Rudd has been Senior Vice President and Manager of
Member of the Executive the Corporate Restructuring Department of Internationale
Committee, the Finance Nederlanden (U.S.) Capital Corporation, an affiliate of
Committee and the Compensation Internationale Nederlanden Bank N.V. (an international banking
Committee concern). From 1988 to 1991, she served as Director of Asset
Recovery Management for Merrill Lynch & Co. (a financial services
company). Ms. Rudd has been a director of the Company since 1993.
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
------------------------------- --- ------------------------------------------------------
<S> <C> <C>
Frederick W. Whitridge, Jr., 38 Mr. Whitridge has served as President of Archipelago Corp., the
Director, Chairman of the General Partner of Orcas Limited Partnership (an investment
Pension Committee and Member of partnership) since October 1993. Prior thereto, he served as
the Executive Committee and the President of Investor International (U.S.), Inc., a subsidiary of
Finance Committee Investor AB (a Swedish investment company) from June 1992 to
October 1993. From July 1988 to June 1992, Mr. Whitridge served
as Vice President and Chief Investment Officer of Investor
International (U.S.), Inc. From January 1986 to July 1988, Mr.
Whitridge was an associate with Anestis & Co. (an investment
firm). Mr. Whitridge was a director of the Company from March
1992 to October 1993, and has been a current director since
February 1994.
</TABLE>
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT ALSO DIRECTORS
C. David Bushley, age 51, was elected Vice President and Chief
Financial Officer of Amdura on April 14, 1993, and Senior Vice
President--Finance and Administration and Chief Financial Officer on February
28, 1994. From 1990 to 1993, he served as Chief Lending Officer of Dime
Savings Bank (a commercial bank), and from 1989 to 1990 he was employed as
President of National City Mortgage Company (a mortgage company). From 1980 to
1989, Mr. Bushley was employed in various executive capacities by Merrill Lynch
& Co. (a financial services company), including President of Merrill Lynch
Mortgage Company, President of Merrill Lynch Private Capital, and Chief Credit
Officer of Merrill Lynch & Co.
Mark M. Metz, age 47, has served as a Vice President of Amdura since
March 1992 and as Vice President - Finance of Crosby since March 1985.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During that portion of the year ended December 31, 1993 for which he
or she served as a director, each incumbent director attended at least 75% of
the aggregate of (a) the total number of meetings held by the Board of
Directors and (b) the total number of meetings held by all committees of the
Board on which he or she served. In 1993 the Board of Directors held six
meetings and acted five times by means of unanimous consent in lieu of
meetings.
Executive Committee
The Executive Committee's responsibilities include considering and
reviewing matters affecting the Company and, in certain circumstances,
exercising the authority of the Board of Directors in the management of the
business and affairs of the Company. The members of the Executive Committee
are Messrs. Andrews (Chairman), LeBuhn and Whitridge and Ms. Rudd. The
Executive Committee held no meetings in 1993.
Finance Committee
The Finance Committee's responsibilities include reviewing the
Company's overall capital structure and financing needs, and making
recommendations with respect thereto to the Board of Directors. The members of
the Finance Committee are Messrs. Meyer (Chairman), Bach, Gildea and Whitridge
and Ms. Rudd. The Finance Committee held no meetings in 1993.
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<PAGE> 8
Pension Committee
The Pension Committee's responsibilities include oversight of the
operations of the Company's retirement plans, and making recommendations to the
Board of Directors with respect to such plans. The members of the Pension
Committee are Messrs. Whitridge (Chairman), Andrews, Dimond, Gildea and LeBuhn.
The Pension Committee held three meetings in 1993.
Audit Committee
The Audit Committee's responsibilities include making recommendations
to the Board of Directors concerning the retention of independent auditors,
requesting such audit investigations by independent auditors or by employees of
the Company or its subsidiaries as may be warranted, and reviewing with the
auditors the accounting and reporting principles, policies and practices to be
followed by the Company, as well as the adequacy of the Company's internal
financial and operating controls. The members of the Audit Committee are
Messrs. Dimond (Chairman), Bach, LeBuhn and Meyer. The Audit Committee held
three meetings in 1993.
Corporate Responsibility Committee
The Corporate Responsibility Committee's responsibilities include
oversight of the Company's compliance with applicable laws, including, among
others, environmental laws. The members of the Corporate Responsibility
Committee are Messrs. Postelwait (Chairman), Andrews, Dimond and Redmond. The
Corporate Responsibility Committee held five meetings in 1993.
Compensation Committee
The Compensation Committee's primary responsibilities are to review
the performance of the officers, including officers who are also directors, and
certain employees of the Company, to make recommendations to the Board of
Directors concerning the annual salaries and bonuses, including stock ownership
programs, of such officers and employees and to administer the 1992 Stock
Option Plan. The members of the Compensation Committee are Messrs. Bach
(Chairman), Dimond and Meyer and Ms. Rudd, none of whom is or has been an
employee of the Company. The Compensation Committee held five meetings during
1993.
APPROVAL OF THE AMENDED 1992 STOCK OPTION PLAN
The Company's stockholders approved the Amdura Corporation 1992 Stock
Option Plan on July 8, 1993. On February 28, 1994, the Board of Directors of
the Company adopted certain amendments (the "Amendments") to the 1992 Stock
Option Plan, and directed that the 1992 Stock Option Plan, as so amended, be
submitted for stockholder approval at the Annual Meeting.
The purpose of the 1992 Stock Option Plan is to promote the interests
of the Company and its stockholders by attracting, retaining and stimulating
the performance of employees of the Company and its subsidiaries and directors
of the Company by giving those employees and directors who receive option
grants the opportunity to acquire a proprietary interest in the Company and an
increased personal interest in its continued success and progress.
SUMMARY OF THE 1992 STOCK OPTION PLAN
The principal provisions of the 1992 Stock Option Plan are summarized
below. The summary is qualified in its entirety by reference to the full text
of the 1992 Stock Option Plan, as amended, which is set forth as Annex I
hereto. Stockholders are encouraged to read the 1992 Stock Option Plan in its
entirety.
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<PAGE> 9
Number of Shares
Under the 1992 Stock Option Plan, which will expire on December 21,
2002 unless terminated sooner by the Board of Directors, a maximum of 3,655,863
shares of Common Stock may be subject to grants of options to directors and
employees of the Company and its affiliates. Options may be granted until the
maximum number of shares has been exhausted or the 1992 Stock Option Plan has
been terminated. Shares of Common Stock covered by an option that expires or
terminates prior to exercise are again available for grant of options. At
March 1, 1994, 1,029,268 shares of Common Stock remained available for the
grant of options under the 1992 Stock Option Plan.
Administration of the Plan
The 1992 Stock Option Plan is currently administered by the
Compensation Committee of the Board of Directors, which must consist of three
or more directors none of whom are employees of the Company. Each member of
the Compensation Committee is appointed by and serves at the pleasure of the
Board. The Compensation Committee currently consists of the following four
directors: James A. Bach (Chairman), Marvin L. Dimond, Paul C. Meyer and Tracey
L. Rudd. The Compensation Committee determines the grants of options, the
terms and provisions of the respective agreements covering such grants or
awards, and all other decisions concerning the 1992 Stock Option Plan;
provided, however, that notwithstanding such authority delegated to the
Compensation Committee the Board of Directors also has the authority to perform
such functions. See "Description of the Amendments" for a discussion of a
change in the manner in which the 1992 Stock Option Plan is administered.
Grants of Options; Option Price, Option Period and Terms of Exercise
of Options
Options may be granted at any time and from time to time for so long
as the 1992 Stock Option Plan is in effect. The option price of options may
not be less than 100% of the fair market value of the Common Stock on the
trading day immediately preceding the date of the grant. The last reported
sale price of the Common Stock, as reported on the New York Stock Exchange
Composite Transactions Tape on March 1, 1994, was $2.375 per share. Except as
otherwise provided in the 1992 Stock Option Plan, options will be exercisable
during such period, up to ten years after the date of grant, as the Committee
administering the 1992 Stock Option Plan shall determine. Generally, all
rights to exercise an option will terminate within 30 days (or such longer
period as the Board may approve) after the date the optionee ceases to be an
employee and/or director, as the case may be, of the Company or an affiliate of
the Company for any reason other than death or becoming disabled. In the event
of an optionee's death or his becoming disabled, the option will terminate 12
months (or such longer period as the Board may approve) thereafter, or, if
earlier, at the expiration of the option period. If the employment of the
optionee is terminated on account of fraud, dishonesty or other acts
detrimental to the Company or an affiliate, the option shall thereafter be null
and void for all purposes. The Committee administering the 1992 Stock Option
Plan or the Board may, under the provisions of any option agreement evidencing
an option granted under the 1992 Stock Option Plan, limit the number of shares
purchasable thereunder in any period or periods of time during which the option
is exercisable and may impose such other terms and conditions upon the exercise
of an option as are not inconsistent with the terms of the 1992 Stock Option
Plan. See "Description of the Amendments" for a discussion of a change in the
terms of the 1992 Stock Option Plan that would accelerate the exercisability of
options upon the occurrence of a "Change in Control." No monetary
consideration will be received by the Company for the grant of any option under
the 1992 Stock Option Plan.
Plan Benefits
The following table sets forth the numbers of shares of Common Stock
that would be issuable upon the exercise of all of the options granted to date
by the Company under the 1992 Stock Option Plan to: (i) the individuals
identified as "named executive officers" in the Summary Compensation Table set
forth herein; (ii) all current executive officers of the Company as a group;
(iii) all current directors of the Company who are not executive officers as a
group; and (iv) all employees of the Company, including all current officers
who are not executive officers, as a group.
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<PAGE> 10
NEW PLAN BENEFITS
1992 Stock Option Plan
<TABLE>
<CAPTION>
Name and Position Dollar Value ($) Number of Units
----------------- ---------------- ---------------
<S> <C> <C>
William F. Andrews, Chairman, President and Chief N/A 281,221
Executive Officer
C. David Bushley, Senior Vice President--Finance & N/A 175,000
Administration and Chief Financial Officer
Larry L. Postelwait, Vice President N/A 281,221
Mark M. Metz, Vice President N/A 25,108
John R. Redmond, Vice President N/A 281,221
All Current Executive Officers, as a Group N/A 1,043,771
All Current Directors Who Are Not Executive Officers, N/A 210,918
as a Group
All Employees, Excluding Executive Officers, as a N/A 301,296
Group
</TABLE>
Adjustments Upon Changes in Common Stock
The 1992 Stock Option Plan contains antidilution provisions applicable
upon the occurrence of certain events and in accordance with applicable law.
In the event that the Company effects a split of the Common Stock, declares a
dividend payable in Common Stock or combines the outstanding shares of Common
Stock into a smaller number of shares, the maximum number of shares as to which
options may be granted under the 1992 Stock Option Plan shall be decreased or
increased proportionately, and the purchase price and the number of shares
covered by the unexercised portion of any outstanding options shall be
decreased or increased proportionately so that the aggregate purchase price for
all of the then optioned shares shall remain the same as immediately prior to
such split, dividend or combination. In the event of a reclassification of
Common Stock not covered by the foregoing, or in the event of a liquidation or
reorganization (including a merger, consolidation, spinoff or sale of assets)
of the Company or an affiliate, the Board shall make such adjustments, if any,
as it may deem appropriate in the number, purchase price and kind of shares
covered by the unexercised portions of options theretofore granted under the
1992 Stock Option Plan.
Transferability of Options and Payment of Purchase Price
Options are not transferable except by will or the laws of descent and
distribution, and during the lifetime of the optionee, an option may be
exercised only by the optionee or his guardian or legal representative. Except
as otherwise provided in the 1992 Stock Option Plan, upon the exercise of an
option, the purchase price shall be paid in full in cash or by check. The
proceeds of such sale shall constitute general funds of the Company. Upon
exercise of an option, the optionee will be required to pay to the Company the
amount of any federal, state or local taxes required by law to be withheld in
connection with such exercise. No shares of Common Stock shall be issued upon
exercise of an option until full payment therefor has been made, and an
optionee shall have none of the rights of a stockholder until shares are issued
to him. No fractional shares of Common Stock may be purchased upon exercise of
any option.
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<PAGE> 11
Resale of Shares Issuable Upon the Exercise of Options
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8, registering under the Securities Act of
1933, as amended (the "Securities Act"), the issuances from time to time of
shares of Common Stock upon the exercise of options granted under the 1992
Stock Option Plan. Accordingly, shares of Common Stock issued to
non-"affiliates" (as that term is defined in Rule 144 under the Securities Act)
of the Company pursuant to the exercise of options will not be "restricted
securities" (as that term is defined in Rule 144 under the Securities Act) and
will be freely tradeable. Affiliates of the Company may sell such shares in
market transactions in reliance upon and in compliance with the "safe harbor"
provided by Rule 144 under the Securities Act. In general, under Rule 144,
affiliates of the Company would be entitled to sell, within any three-month
period, up to a number of shares that does not exceed the greater of (i) 1% of
the number of then outstanding shares of Common Stock and (ii) the average
weekly trading volume of the Common Stock during the four calendar weeks
preceding the date on which a notice of such sale on Form 144 is filed with the
Securities and Exchange Commission. Sales under Rule 144 are subject to
certain restrictions relating to manner of sale, notice and the availability of
current public information about the Company.
Amendment and Termination of the Plan
The Board may at any time alter or amend the 1992 Stock Option Plan
but the Board may not, without the approval of the stockholders of the Company,
make any alteration or amendment thereof which operates to (i) increase the
total number of shares of Common Stock which may be granted under the 1992
Stock Option Plan (other than as provided in the 1992 Stock Option Plan in the
event of a reclassification of the Common Stock as provided above), (ii) extend
the term of the 1992 Stock Option Plan or the maximum exercise periods
thereunder, (iii) decrease the minimum purchase price for Common Stock under
the 1992 Stock Option Plan (other than as provided in the 1992 Stock Option
Plan in the event of a reclassification of the Common Stock as provided above),
(iv) materially increase the benefits accruing to participants under the 1992
Stock Option Plan or (v) materially modify the requirements as to eligibility
for participation in the 1992 Stock Option Plan. No termination or amendment
of the 1992 Stock Option Plan shall adversely affect the rights of an optionee
under an option, except with the consent of such optionee.
Applicable Law
The granting of options and the issuance of Common Stock upon the
exercise of an option shall be subject to all applicable laws, rules and
regulations and to such approval by governmental agencies as may be required.
DESCRIPTION OF THE AMENDMENTS
The Amendments (i) provide that the 1992 Stock Option Plan is to be
administered by the Stock Option Committee of the Board of Directors, if
established by the Board, and otherwise by the Compensation Committee,
(ii) limit the number of options any one optionee may be awarded in any
one calendar year, and (iii) provide that vesting of options be accelerated
upon certain specified changes in control of the Company.
The Stock Option Committee of the Board of Directors must consist of
two or more directors none of whom are employees of the Company and none of
whom have received option grants under the 1992 Stock Option Plan within the
preceding twelve month period. Each member of the Stock Option Committee shall
be appointed by and serve at the pleasure of the Board. In the event that the
Board of Directors does not appoint members to the Stock Option Committee, the
1992 Stock Option Plan shall be administered by the Compensation Committee of
the Board.
Under the 1992 Stock Option Plan, as amended, no optionee may be
awarded options in any calendar year in respect of more than 50% of the total
number of shares of Common Stock (or 1,827,931 shares) authorized for issuance
under the 1992 Stock Option Plan. This change is designed to ensure that the
options awarded under the 1992 Stock Option Plan qualify as performance-based
compensation for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code").
-9-
<PAGE> 12
As amended, the 1992 Stock Option Plan provides that upon a "Change in
Control" of the Company, any unexpired options which are not exercisable shall
automatically vest and become exercisable. A "Change in Control" is (i) the
direct or indirect acquisition in one or more transactions, other than from the
Company, by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of a number of Company's voting securities
in excess of 50% of the Company voting securities unless such acquisition
either (A) has been approved by the Board or (B) is made by an individual,
entity or group that on March 1, 1994 beneficially owned 5% or more of the
Company's voting securities; or (ii) the consummation by the Company of a
reorganization, merger or consolidation, unless, following such reorganization,
merger or consolidation, all or substantially all of the individuals and
entities who were the respective beneficial owners of the outstanding Common
Stock and Company voting securities immediately prior to such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors or trustees, as the case may be, of the
entity resulting from such reorganization, merger or consolidation in
substantially the same proportion as their ownership of the outstanding Common
Stock and Company voting securities immediately prior to such reorganization,
merger or consolidation, as the case may be.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
No income will be recognized by an optionee for federal income tax
purposes upon the grant of an option. Except as described below in the case of
an "insider" subject to Section 16(b) of the Exchange Act who exercises his or
her option less than six months from the date of grant of such option, upon
exercise of an option, the optionee will recognize ordinary income in an amount
equal to the excess of the fair market value of the shares on the date of
exercise over the option price of such shares. In the absence of an election
pursuant to Section 83(b) of the Code, an "insider" subject to Section 16(b) of
the Exchange Act who exercises an option less than six months from the date the
option was granted will recognize income on the date six months after the date
of grant in an amount equal to the excess of the fair market value of the
shares on such date over the option price of such shares. An optionee subject
to Section 16(b) of the Exchange Act can avoid such deferral of taxation by
making an election, pursuant to Section 83(b) of the Code, no later than 30
days after the date of exercise. Executive officers, directors and holders of
more than 10% of the Common Stock generally will be considered to be "insiders"
for purposes of Section 16(b) of the Exchange Act.
Income recognized upon the exercise of options by employees of the
Company will be considered compensation subject to federal income tax
withholding at the time such income is recognized. The Company will be
entitled to a deduction equal to the amount of ordinary income recognized by
the optionee at the time of such recognition by the optionee.
The basis of shares transferred to an optionee pursuant to the
exercise of an option is the price paid for such shares plus an amount equal to
any income recognized by the optionee as a result of the exercise of such
option. If an optionee thereafter sells shares acquired upon exercise of an
option, any amount realized over the basis of such shares will constitute
capital gain to such optionee for federal income tax purposes. Such capital
gain will be long-term or short-term, depending upon how long the optionee
holds the shares prior to sale.
VOTE REQUIRED
Approval of the 1992 Stock Option Plan, as amended, requires the
affirmative vote of the holders of at least a majority of the votes cast by
holders of Common Stock present or represented by proxy at the Annual Meeting
and entitled to vote.
BOARD RECOMMENDATION
The Board of Directors recommends that the Company's stockholders vote
"FOR" approval of the 1992 Stock Option Plan, as amended.
-10-
<PAGE> 13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is information concerning the compensation of the
Company's chief executive officer and of the four other executive officers of
the Company at December 31, 1993 whose 1993 salary and bonus exceeded $100,000
(together with the chief executive officer, the "named executive officers"),
for their services as such during the Company's last three completed fiscal
years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------------
Other
Annual Restricted All Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs (#) ($) ($)
-------- ---- -------- ------- --------- --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F. 1993 $174,558 $84,573 NA NA 281,221 (2) NA 12,983 (3)
Andrews,
CEO(1)
C. David 1993 101,410 39,307 NA NA 175,000 (2) NA 5,743 (3)
Bushley,
Senior Vice
President
and CFO(4)
Larry L. 1993 166,400 82,800 NA NA 281,221 NA 4,164 (3)
Postelwait, 1992 149,008 75,640 NA NA 281,221 (2) NA 58,441 (3)(6)
Vice 1991 127,006 38,980 NA NA NA NA 57,043 (3)(6)
President(5)
Mark M. 1993 130,000 46,200 NA NA 25,108 NA 5,850 (3)
Metz, Vice 1992 116,034 42,070 NA NA NA NA 47,480 (3)(6)
President(7)
John R. 1993 145,600 48,910 NA NA 281,221 NA 4,129 (3)
Redmond, 1992 70,000 20,000 NA NA 281,221 (2) NA 1,750 (3)
Vice
President(8)
</TABLE>
__________________________
(1) Mr. Andrews was elected Chairman, President and Chief Financial
Officer of the Company on January 14, 1993.
(2) This option was terminated on November 30, 1993, and a corresponding
new option was granted simultaneously with such termination.
(3) Includes $12,983 for 1993 in Company contributions to accounts for the
benefit of Mr. Andrews, $5,743 for 1993 in Company contributions to
accounts for the benefit of Mr. Bushley, $4,164, $3,566 and $2,168
for 1993, 1992 and 1991, respectively, in Company contributions to
accounts for the benefit of Mr. Postelwait, $5,850 and $4,628 for
1993 and 1992, respectively, in Company contributions to accounts
for the benefit of Mr. Metz, and $4,129 and $1,750 for 1993 and 1992,
respectively, in Company contributions to accounts for the benefit
of Mr. Redmond, under the Company's Investment-Plus and Pension
Plus Plans.
-11-
<PAGE> 14
(4) Mr. Bushley was elected Vice President and Chief Financial Officer of
Amdura on April 14, 1993, and Senior Vice President-Finance &
Administration and Chief Financial Officer on February 28, 1994.
(5) Mr. Postelwait was elected a Vice President of Amdura on March 24,
1992, and has been President of Crosby since 1987.
(6) Includes payments to Mr. Postelwait of $54,875 and $54,875 in 1992 and
1991, respectively, and payments to Mr. Metz of $42,852 in 1992,
pursuant to retention plans adopted by Crosby and Harris to provide
key employees an incentive to remain with their respective employers
until, among other things, the sale or liquidation of their employers
or Amdura's successful reorganization. Following October 23, 1992,
payments to each participant in these plans were to be made 50% upon
completion of Amdura's reorganization and 50% over a six-month period
thereafter.
(7) Mr. Metz was elected a Vice President of Amdura on March 24, 1992;
prior to that time, he did not serve the Company in any executive
officer capacity.
(8) Mr. Redmond was elected a Vice President of Amdura on November 1,
1992, and has been President of Harris since July 1992; prior to that
time, he did not serve the Company in any executive officer capacity.
STOCK OPTIONS
The following table sets forth option grants made under the 1992 Stock
Option Plan during 1993 to the named executive officers listed below:
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------------------------------- -----------------------------------------------
% of Total Market
Options Exercise Price per
Options Granted to or Base Share on
Granted Employees Price Date of Expiration
Name (#) in 1993 ($/Sh) Grant ($) Date 0% ($) 5% ($) 10% ($)
---- ----------- ---------- -------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F.
Andrews 281,221(1) 19.8% $1.97 $2.00(2) 7/9/03 $8,437 $362,153 $904,824
C. David
Bushley 175,000 12.3% 3.00 3.00 7/9/03 0 330,170 836,715
Larry L.
Postelwait 281,221(1) 19.8% 1.97 2.00(2) 7/9/03 8,437 362,153 904,824
Mark M.
Metz 25,108(1) 1.8% 1.97 2.00(2) 7/9/03 753 32,334 80,785
John R.
Redmond 281,221(1) 19.8% 1.97 2.00(2) 7/9/03 8,437 362,153 904,824
</TABLE>
__________________________
(1) This option was granted simultaneously with the termination of a
previously granted option to purchase the same number of shares at the
same exercise price.
-12-
<PAGE> 15
(2) The exercise price of this option was determined with reference to,
and so as not to be less than, the closing sale price of the Common
Stock on the trading day immediately preceding the date of grant
($1.875 per share), and in accordance with a pricing formula
applicable to the option terminated simultaneously therewith.
There were no exercises of stock options by any of the named executive
officers during the fiscal year ended December 31, 1993; however, the named
executive officers listed in the table below each held as of the end of such
fiscal year the number of unexercisable options listed opposite their name.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1993 AND DECEMBER 31, 1993 OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1993 December 31, 1993
(#) ($)
----------------- ------------------
Shares Acquired
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
-------------------- ---------------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C>
William F. Andrews 0 $0 224,977 $91,116(1)
C. David Bushley 0 0 140,000 0(2)
Larry L. Postelwait 0 0 224,977 91,116(1)
Mark M. Metz 0 0 20,086 8,135(1)
John R. Redmond 0 0 224,977 91,116(1)
</TABLE>
__________________________
(1) Represents the difference between the market value at December 31,
1993 of the Common Stock underlying the options ($2.375 per share) and
an exercise price of $1.97 per share.
(2) The market value at December 31, 1993 of the Common Stock underlying
the options ($2.375 per share) was less than the exercise price of
$3.00 per share.
SEVERANCE PAYMENTS
The Company has instituted a severance payment policy for certain
members of its senior management (including all of the named executive
officers), for the purpose of providing such individuals with an additional
incentive to remain in the employ of the Company and its subsidiaries. Under
the policy, eligible personnel wouldreceive a lump-sum payment of one year's
base salary (subject to reduction by the amount of any other severance pay
received from the Company) within 30 days after termination of employment
without cause, provided that such termination occurs within one year after a
"Change in Control" of the Company. For purposes of the policy, a "Change in
Control" is defined as (i) the direct or indirect acquisition in one or more
transactions, other than from the Company, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of a number of Company voting securities in excess of 50% of the
Company's voting securities unless such
-13-
<PAGE> 16
acquisition either (A) has been approved by the Board or (B) is made by an
individual, entity or group that on March 1, 1994 beneficially owned 5% or more
of the Company's voting securities; or (ii) the consummation by the Company of
a reorganization, merger or consolidation, unless, following such
reorganization, merger or consolidation, all or substantially all of the
individuals and entities who were the respective beneficial owners of the
outstanding Common Stock and Company voting securities immediately prior to
such reorganization, merger or consolidation beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors or trustees,
as the case may be, of the entity resulting from such reorganization, merger or
consolidation in substantially the same proportion as their ownership of the
outstanding Common Stock and Company voting securities immediately prior to
such reorganization, merger or consolidation, as the case may be.
COMPENSATION OF DIRECTORS
Under the Company's current policies, directors (other than employees
of the Company) are compensated $3,000 each quarter, $750 for each Board
meeting attended and $750 for each committee meeting attended other than
committee meetings held in conjunction with Board meetings, in which case the
compensation is $500. Committee chairpersons receive an additional $500 for
each meeting of a committee at which they preside. Directors who are present
employees of the Company receive no additional compensation for their service
on the Board or its committees.
Directors, whether or not employees of the Company, are eligible to
receive discretionary option grants pursuant to the 1992 Stock Option Plan.
INDEMNITY AGREEMENTS
In general, pursuant to the Company's Bylaws, directors and officers
of the Company and of its subsidiaries are entitled to indemnification to the
fullest extent provided by applicable law. In this regard, the Company has
entered into Indemnity Agreements with Messrs. Andrews, Bach, Bushley, Dimond,
Gildea, LeBuhn, Metz, Meyer, Postelwait and Whitridge and Ms. Rudd,
contractually obligating the Company to indemnify such parties with respect to
certain matters to the fullest extent provided by applicable law. In addition,
the Company's Restated Certificate of Incorporation contains a provision, as
permitted by the Delaware General Corporation Law, that limits the personal
liability of the Company's directors to the Company and its stockholders for
monetary damages for breaches of their fiduciary duty of care. The provision
does not change the liability of a Company director for a breach of his duty of
loyalty to the Company or its stockholders, acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, the
declaration of dividends in violation of Delaware law or in respect of any
transaction from which a director received an improper personal benefit. The
Company understands that certain members of the Company's principal lending
group lenders (the "Bank Group") entered into agreements with Mr. Bach pursuant
to which he is provided with certain standby indemnification rights in addition
to the rights he has as a director of the Company. The Company also
understands that certain members of the Bank Group entered into an agreement
for the benefit of Messrs. Bach, Dimond, Meyer and Whitridge, pursuant to which
Bank Group members agreed to release such individuals from liability for, and
not to sue such individuals on account of, any action taken or omitted to be
taken by them in their capacities as directors of the Company, except to the
extent any such action or omission is not in good faith or involves intentional
misconduct or a knowing violation of law.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
For the year ended December 31, 1993, the Compensation Committee of
the Board of Directors of the Company was responsible for the specific forms
and levels of compensation for the executive and other officers of the Company
and its subsidiaries.
-14-
<PAGE> 17
Executive Compensation Policies Generally
In carrying out its responsibilities with respect to the compensation
policies of the Company that were in place during 1993, the Compensation
Committee intended to provide compensation to the executive and other officers
of the Company and its subsidiaries at reasonably competitive levels in order
to retain qualified executive officers with a knowledge of the businesses of
the Company and its subsidiaries, as well as to provide an incentive for such
executive and other officers based upon the Company's long-term performance and
to enhance stockholder value.
It was the policy of the Compensation Committee in 1993 to attempt
generally to set executive compensation at levels that the Committee believed
to be below the median of the range of executive compensation at industrial
manufacturing companies which the Committee considered to be comparable to the
Company and its subsidiaries in size and circumstances, some of which are a
subset of the peer group of companies included in the "Performance Graph."
The Compensation Committee views stock options and stock ownership by
executive officers as essential components of performance-based compensation,
since the value of stock options relates directly to the price of the Common
Stock, and thus ultimately to the Company's performance, thereby providing
executive officers with an additional incentive to focus their and the
Company's performance upon elements of financial strength that contribute to
the enhancement of stockholder value.
The Company does not anticipate that it will be affected in the near
future by Section 162(m) of the Internal Revenue Code, which imposes an annual
limit of $1,000,000 per person on the federal income tax deduction for
executive compensation. If the Company should determine that this limitation
might impact the Company, the Company would likely take the steps necessary to
bring its compensation programs into compliance with Section 162(m) so that the
problem of non-deductibility would be avoided.
Elements of Executive Compensation
Compensation of the executive and other officers of the Company and
its subsidiaries in 1993 consisted of the following three elements: base
salary; cash bonus; and stock option awards under the 1992 Stock Option Plan.
Base Salary. In considering the appropriateness of, and increases in,
base salaries for executive and other officers of the Company and its
subsidiaries for 1993, the Compensation Committee utilized salary data obtained
from a variety of sources, including outside consultants and publicly available
information. It was the primary intention of the Committee that the executive
officers of the Company and its subsidiaries be paid base salaries that are
below the median of base salaries for corresponding executive officers at
industrial manufacturing companies that the Committee considered to be
comparable to the Company and its subsidiaries in size and circumstances. To a
lesser extent, the Compensation Committee also considered a variety of other
factors in determining base salaries for individual executive officers,
including, among others, in declining order of importance: (i) the duties and
responsibilities inherent in each individual's position with the Company and
its subsidiaries; (ii) the historical achievements and performance of each
individual in meeting personal and career development goals, as well as
corporate performance goals that are related to the individual's area of
responsibility; (iii) the overall performance of the Company; and (iv) the
performance of the Company relative to comparable companies. In light of these
factors, as well as of each individual's seniority, executive and other
officers of the Company and its subsidiaries are assigned to base salary
grades, and are paid base salaries that for 1993 were generally below the
midpoints of those grades.
Cash Bonus. Cash bonuses are intended by the Committee to provide
executive and other officers of the Company's subsidiaries with compensation
tied to the achievement of certain corporate and individual performance
-15-
<PAGE> 18
goals. For 1993, cash bonuses were awarded to the Company's Chief Executive
Officer and Chief Financial Officer based on the Company's achievement of
certain levels of net income for 1993, and were awarded to executive and other
officers of Crosby and Harris pursuant to separate bonus plans adopted in 1992
by the Company's Board of Directors for each of Crosby and Harris.
Performance goals for a particular year may vary between Crosby and
Harris based on the achievement of certain predetermined corporate goals for
that year. In establishing the overall levels of cash bonus to be paid, both
Crosby and Harris assign roughly one-third weight to the attainment of certain
threshold, target and maximum levels of operating income; one-fourth weight to
similar levels of cash flow; and one-fifth weight to levels of reduction in
average days of inventory on hand. In addition, Crosby assigns one-fourth
weight each to goals related to gross margin on new products and to sales
presentations made to distributors and end-users of Crosby's products, while
Harris assigns one-tenth weight to goals concerning gross margin and the level
of direct labor as a proportion of its total workforce. Once the overall bonus
level at each subsidiary has been established in accordance with the foregoing
weighing, the actual amount of each individual bonus is determined based upon
the individual's base salary grade.
Stock Options. The grant of stock options is intended to provide
long-term, performance-based incentive compensation to option recipients.
Options are also intended to provide option recipients with an incentive to
increase and promote stockholder value by directly allying the interests of
management with the market value of the Company's stock.
Each option is granted with an exercise price of 100% of the fair
market value on the date of grant of the shares of stock issuable upon exercise
of the option, and has a ten-year term. Options typically vest over a
four-year period.
The Compensation Committee specifically reviews and acts upon
recommendations made by the Chief Executive Officer regarding the stock option
awards to be made to the Company's executive officers. In 1993 the Committee
made stock option grants to certain executive officers. See "Executive
Compensation - Stock Options." Stock option grants in 1993 were generally made
by the Committee in the context of the Company's 1992 and 1993 performance, the
responsibility level and performance of the executive, levels of prior grants
of stock options, if any, to the particular executive, and historical and
current grants to all other past and current option holders, taking into
account the Company's preference for long-term stock performance based
compensation. There is no formula on which the grants to executive officers
are based, nor is any one factor given any specific weight. The Compensation
Committee places particular emphasis on seeking to assure that each executive
officer's total option holdings provide an appropriate balance between
long-term incentives and the other components of each executive's compensation.
Compensation of Chief Executive Officer
The Compensation for William F. Andrews, Chairman, President and Chief
Executive Officer of the Company, is determined through a process similar to
the policies and procedures discussed above for executive officers in general.
The Compensation Committee's approach in setting Mr. Andrews' target annual
compensation is to seek to be competitive with other companies in the capital
goods industry, but also to base a significant portion of his target
compensation upon the attainment of objective performance goals. This
arrangement provides incentives for Mr. Andrews to lead the Company towards
clearly defined performance goals, while still providing compensation stability
in the form of the base salary element of the compensation package.
At the commencement of his employment in January 1993, the
Compensation Committee established a base salary for Mr. Andrews for 1993. In
February 1994, the Compensation Committee approved a 1993 cash bonus award of
approximately 32.6% of Mr. Andrews' total cash compensation (approximately
48.4% of base salary) based on the Company's net income. Mr. Andrews' long
term incentive compensation for 1993 was awarded in
-16-
<PAGE> 19
accordance with the policies described above for all executive officers. In
July 1993, Mr. Andrews was granted an option to purchase 281,221 shares of
Common Stock with an option price of $1.97 per share, this price being not less
than the fair market value of the Common Stock on the day immediately preceding
the date of the grant. See "Executive Compensation - Stock Options." These
options vest over a four-year period.
The foregoing report has been furnished by the members of the
Compensation Committee.
JAMES A. BACH MARVIN L. DIMOND PAUL C. MEYER
TRACEY L. RUDD
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, Messrs. Bach (Chairman), Dimond, Gildea, Meyer and
Whitridge and Ms. Rudd served as members of the Compensation Committee of the
Board of Directors; Messrs. Gildea and Whitridge are no longer members of the
Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Gildea is the General Partner and Managing Director of Gildea
Management Co., L.P., which has been an advisor to The Network Company II
Limited; Mr. LeBuhn is Chairman of Investor International (U.S.), Inc.; and Ms.
Rudd is an executive officer of Internationale Nederlanden (U.S.) Capital
Corporation, an affiliate of Internationale Nederlanden Bank N.V. See
"Securities Ownership of Certain Beneficial Owners and Management." The
Network Company II Limited, Investor International (U.S.), Inc. and
Internationale Nederlanden Bank N.V. are three of the lenders under the
Company's Senior and Subordinated Term Loan Agreement (the "Loan Agreements").
At December 31, 1993, the aggregate principal indebtedness of the Company under
the Loan Agreements was $25,090,000. During the year ended December 31, 1993,
the Company paid aggregate interest on such indebtedness of $1,626,271,
including interest payments to the Network Company II Limited, Investor
International (U.S.), Inc. and Internationale Nederlanden Bank N.V. of $45,915,
$347,387 and $389,556 respectively.
-17-
<PAGE> 20
PERFORMANCE GRAPH
The following chart represents a comparison of the closing prices of
the Common Stock on December 31, 1991, 1992 and 1993, with the values of the
Standard & Poor's 500 Composite Index and the Standard & Poor's Manufacturing
(Diversified Industrials) Index at December 31, 1988, 1989, 1990, 1991, 1992
and 1993. Information regarding the performance of the Common Stock is
presented only for December 31, 1991, 1992 and 1993 as these are the only three
year-end dates within the preceding five years on which shares of the Company's
post-bankruptcy Common Stock have been traded. For purposes of the graph,
December 31, 1991 = 100.
{GRAPH}
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
AMDURA Corporation -- -- -- 100 45 43
Standard & Poor's 500 Composite Index 67 85 79 100 104 112
Standard & Poor's Manufacturing Index 78 86 83 100 106 127
</TABLE>
-18-
<PAGE> 21
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 1, 1994 by certain persons
who, to the knowledge of the Company, are or may be deemed to be beneficial
owners of more than five percent of the Common Stock, the only class of voting
securities of the Company then outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS(2)
------------------- --------------------- -----------
<S> <C> <C>
Generale Bank 2,223,110(3) 9.1
Montagne du Parc 3
1000 Brussels, Belgium
Internationale Nederlanden 4,641,535(4) 18.9
(U.S.) Finance Corporation
135 East 57th Street
New York, New York 10021
Investor International (U.S.), Inc. 4,909,451(5) 20.0
15 West 54th Street
New York, New York 10019
Pilgrim Prime Rate Trust 1,657,910(3) 6.8
10100 Santa Monica Blvd.
Los Angeles, California 90067
The Network Company II Limited 1,710,083(6) 7.0
and John W. Gildea
90 Ferris Hill Road
New Canaan, Connecticut 06840
Orcas Limited Partnership and 5,149,582(7) 21.0
Archipelago Corporation and
Frederick W. Whitridge, Jr.
270 Greenwich Avenue
Greenwich, Connecticut 06830
</TABLE>
____________________
(1) All shares listed are directly held with sole voting and investment
power unless otherwise noted herein.
(2) Based on the 24,498,815 shares of Common Stock outstanding as of March
1, 1994.
(3) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 6, 1993, to the Schedule 13D filed on
November 4, 1991 (the "Reporting Members' Schedule 13D") filed on
behalf of certain members of the Bank Group (the "Reporting Members of
the Bank Group"). In the Reporting Members' Schedule 13D, the
Reporting Members of the Bank Group did not concede that they are a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). However, to
the extent that they are deemed to be a "group" within the meaning of
Section 13(d)(3) of the Exchange Act, each Reporting Member of the
Bank Group (Bank of Scotland;
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<PAGE> 22
Generale Bank; Pilgrim Prime Rate Trust; and Risk Arbitrage Partners)
may be deemed to have beneficial ownership of the total of all of the
shares owned by each Reporting Member of the Bank Group (5,522,718
shares representing approximately 22.6% of the shares of Common Stock
outstanding as of March 1, 1994).
(4) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 27, 1994, to the Schedule 13D filed by
Internationale Nederlanden Bank N.V. with the Commission on or about
June 10, 1992.
(5) Beneficial ownership of such shares was reported in an amendment,
filed on or about July 7, 1993, to the Schedule 13D filed by Investor
International (U.S.), Inc. (formerly known as Patricia Investments,
Inc.) on November 4, 1991.
(6) Beneficial ownership of such shares was reported in a Schedule 13D
filed by The Network Company II Limited and John W. Gildea with the
Commission on or about March 18, 1993.
(7) Beneficial ownership of such shares was reported in an amendment,
filed on or about January 3, 1994, to the Schedule 13D filed by Orcas
Limited Partnership, Archipelago Corporation and Frederick W.
Whitridge, Jr. on November 1, 1993.
-20-
<PAGE> 23
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 1, 1994 by the Company's
directors and nominees for director, the named executive officers and of all
the Company's current executive officers, directors and nominees for director
as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
------------------------ ----------------------- ----------
<S> <C> <C>
William F. Andrews 56,244 (3) *
James A. Bach 14,061 (3) *
C. David Bushley 35,100 (3)(4) *
Marvin L. Dimond 14,061 (3) *
John W. Gildea 1,710,083 (5) 7.0
Robert LeBuhn 4,909,451 (6) 20.0
Paul C. Meyer 14,061 (3) *
Mark M. Metz 5,063 (3)(7) *
Larry L. Postelwait 56,293 (3)(8) *
John R. Redmond 56,244 (3) *
Tracey L. Rudd 4,641,535 (9) 18.9
Frederick W. Whitridge, Jr. 5,149,582 (10) 21.0
All directors, nominees and 16,661,778 (3,4,5,6,7,8,9,10) 67.3
executive officers as a group (12 persons)
</TABLE>
___________________
* Share ownership represents less than one percent of the outstanding
shares of Common Stock.
(1) All shares listed are directly held with sole voting and investment
power unless otherwise noted.
(2) Based on the 24,498,815 shares of Common Stock outstanding as of March
1, 1994.
(3) Represents shares issuable upon the exercise of options granted under
the 1992 Stock Option Plan which are exercisable within 60 days of
March 1, 1994.
(4) Includes 100 shares owned by Mr. Bushley's son; Mr. Bushley disclaims
beneficial ownership of all of these shares.
(5) As a result of his position as General Partner and Managing Director
of Gildea Management Co. L.P., which exercises sole voting and
investment power over (but disclaims beneficial ownership of) the
1,710,083 shares of Common Stock owned by The Network Company II
Limited, Mr. Gildea may be deemed to be the direct beneficial owner of
such shares. Mr. Gildea disclaims beneficial ownership of all of
these shares.
-21-
<PAGE> 24
(6) As a result of his position as Chairman of Investor International
(U.S.), Inc., Mr. LeBuhn may be deemed to be the indirect beneficial
owner of the 4,909,451 shares of Common Stock owned by Investor
International (U.S.), Inc. Mr. LeBuhn disclaims beneficial ownership
of all of these shares.
(7) Includes 41 shares beneficially owned by Mr. Metz through the
Company's 401(k) plan.
(8) Includes 49 shares beneficially owned by Mr. Postelwait through the
Company's 401(k) Plan.
(9) As a result of her position as Senior Vice President of Internationale
Nederlanden (U.S.) Capital Corporation, an affiliate of Internationale
Nederlanden Bank N.V., Ms. Rudd may be deemed to be the indirect
beneficial owner of the 4,641,535 shares of Common Stock owned by
Internationale Nederlanden Bank N.V. Ms. Rudd disclaims beneficial
ownership of all of these shares.
(10) As a result of his position as President Archipelago Corporation, the
General Partner of Orcas Limited Partnership, Mr. Whitridge may be
deemed to be the indirect beneficial owner of the 5,149,582 shares of
Common Stock owned by Orcas Limited Partnership. Mr. Whitridge
disclaims beneficial ownership of these shares.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Representatives of Deloitte & Touche, the Company's independent public
accountants, are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1995 Annual Meeting of
Stockholders must be received by the Company at its offices in Tulsa, Oklahoma,
addressed to Sanford B. Ferguson, Secretary of the Company, not later than
December 12, 1994.
OTHER MATTERS
Under federal securities laws, the Company's directors, certain
officers, and persons holding more than 10% of the Common Stock of the Company
are required to report, within specified monthly and annual due dates, their
initial ownership and all subsequent acquisitions, dispositions or other
transfers of interest in Common Stock, if and to the extent reportable events
occur which require reporting of such due dates. The Company is required to
describe in this Proxy Statement whether it has knowledge that any person
required to file such report may have failed to do so in a timely manner. In
this regard, Orcas Limited Partnership, Archipelago Corporation and Frederick
W. Whitridge, Jr. did not file on a timely basis one report of initial
beneficial ownership on Form 3 required by Section 16(a) of the Exchange Act,
and Continental Bank, N.A. did not file on a timely basis one report of one
transaction on Form 4 required by Section 16(a) of the Exchange Act; all other
such filing requirements of the Company's directors, officers and each
beneficial owner of more than 10% of the Common Stock were satisfied in full
during 1993. The foregoing is based upon reports furnished to the Company and
written representations and information provided to the Company by the persons
required to make such filings.
-22-
<PAGE> 25
UNDERTAKING TO SUPPLY ANNUAL REPORT ON FORM 10-K
STOCKHOLDERS OF RECORD ON THE RECORD DATE MAY OBTAIN FROM THE COMPANY
WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING
THE FINANCIAL STATEMENTS AND SCHEDULES, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993. REQUESTS
SHOULD BE ADDRESSED TO DOUG PIMPLE, ACCOUNTING MANAGER, AMDURA CORPORATION,
2801 DAWSON ROAD, TULSA, OKLAHOMA 74110.
By order of the Board of Directors,
SANFORD B. FERGUSON
Secretary
Tulsa, Oklahoma
April 11, 1994
ANNEX I -- 1992 Stock Option Plan, as amended
-23-
<PAGE> 26
AMDURA CORPORATION
1992 STOCK OPTION PLAN
AS AMENDED AS OF FEBRUARY 28, 1994
ARTICLE I
GENERAL
Section 1. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its stockholders by attracting, retaining and
stimulating the performance of selected Employees and Directors by giving such
Employees and Directors the opportunity to acquire a proprietary interest in
the Company and an increased personal interest in its continued success and
progress.
Section 2. Definitions. As used herein the following terms have the
following meanings:
(a) "Affiliate" means any parent or subsidiary
corporation of the Company within the meaning of Section 424(e) and
(f) of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means any of the events set forth
below:
(i) The direct or indirect acquisition
in one or more transactions, other than from the
Company, by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange
Act) of a number of Company Voting Securities in
excess of 50% of the Company Voting Securities unless
such acquisition either (A) has been approved by the
Board or (B) is made by an individual, entity or
group that on March 1, 1994 beneficially owned 5% or
more of the Company Voting Securities; or
(ii) The consummation by the Company of a
reorganization, merger or consolidation, unless,
following such reorganization, merger or
consolidation, all or substantially all of the
individuals and entities who were the respective
beneficial owners of the Outstanding Stock and
Company Voting Securities immediately prior to such
reorganization, merger or consolidation, following
such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the
then outstanding voting securities entitled to vote
generally in the election of directors or trustees,
as the case may be, of the entity resulting from such
reorganization, merger or consolidation in
substantially the same proportion as their ownership
of the Outstanding Common Stock and Company Voting
Securities immediately prior to such reorganization,
merger or consolidation, as the case may be.
(d) "Charter Amendment" means the amendment of the
Company's Restated Certificate of Incorporation to increase the
authorized number of shares of Common Stock, as approved by the Board
on December 21, 1992.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
I - 1
<PAGE> 27
(f) "Commencement Date" means the day immediately
following the later of (i) the date of the approval of the Plan and
the Charter Amendment by the stockholders of the Company in accordance
with the provisions of Section 8 of Article V hereof or (ii) the last
day of the Pricing Period.
(g) "Committee" means the Stock Option Committee of the
Board, which shall consist of two or more Outside Directors who are
disinterested directors for purposes of Rule 16b-3 under the Exchange
Act; provided, however, that in the event the Board has not appointed
members to the Stock Option Committee, all references to the Committee
shall be deemed to refer to the Compensation Committee of the Board.
(h) "Common Stock" means the $.01 par value Common Stock
of the Company.
(i) "Company" means AMDURA Corporation, a Delaware
corporation.
(j) "Company Voting Securities" means the combined voting
power of all outstanding voting securities of the Company entitled to
vote generally in the election of the Board.
(k) "Director" means a member of the Board.
(l) "Employee" means any employee of the Company or an
Affiliate.
(m) "Employee-Director" means an Employee who is a
Director.
(n) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(o) "Expiration Date" means December 21, 2002.
(p) "Market Price" means (A) the closing sales price of a
share of Common Stock on the date in question (or, if there is no
reported sale on such date, the average of the closing bid and asked
prices thereof on such date), as reported on the principal national
securities exchange on which the Common Stock is then listed or
admitted to trading, or, if the Common Stock is not then listed or
admitted to trading on any national securities exchange but sales of
the Common Stock are regularly reported on the NASDAQ National Market,
as reported on the NASDAQ National Market, or (B) if the Common Stock
is not then listed or admitted to trading on any national securities
exchange and sales of the Common Stock are not regularly reported on
the NASDAQ National Market, the average of the high bid and low asked
prices of a share of Common Stock in the over-the-counter market on
the date in question, as reported by the NASDAQ System or a similar
organization, or, if no such prices are reported, the fair market
value of a share of Common Stock as determined by the Board in good
faith.
(q) "Option" means any option to purchase shares of
Common Stock granted pursuant to the provisions of Article III or IV
of the Plan.
(r) "Optionee" means an Employee or Director who has been
granted an Option.
(s) "Outside Director" means a Director who is not an
Employee.
(t) "Outstanding Common Stock" means, at any time, the
issued and outstanding Common Stock.
(u) "Plan" means this AMDURA Corporation 1992 Stock
Option Plan.
(v) "Pricing Period" means the 180-day period commencing
on the first business day immediately following the consummation of
the Restructuring.
I - 2
<PAGE> 28
(w) "Pricing Period Market Price" means the average of
the Market Prices for the Common Stock for each trading day during the
Pricing Period; provided, however, that in no event shall the Pricing
Period Market Price be less than $1.36 or greater than $2.32 per
share.
(x) "Restructuring" means the debt restructuring of the
Company as approved by the Board on December 21, 1992.
Section 3. Number of Shares. Options may be granted by the Company
at any time and from time to time under the Plan to purchase an aggregate of
3,655,863 shares of the authorized Common Stock. If any Option expires or
terminates for any reason without having been exercised in full, the
unpurchased shares of Common Stock subject to such expired or terminated Option
shall be available for purposes of the Plan. No Optionee may be awarded
Options under this Plan in any calendar year in respect of more than 50% of the
total shares of Common Stock authorized for issuance under this section.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the Committee. Each member of the
Committee shall be appointed by and shall serve at the pleasure of the Board.
The Board shall have the sole continuing authority to appoint members of the
Committee both in substitution for members previously appointed and to fill
vacancies however caused. The following provisions shall apply to the
administration of the Plan:
(a) The Committee shall designate one of its members as
Chairman and shall hold meetings at such times and places as it may
determine. Each member of the Committee shall be notified in writing
of the time and place of any meeting of the Committee at least two
days prior to such meeting, provided that such notice may be waived by
a Committee member. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority of the members
of the Committee present at any duly called meeting at which a quorum
is present (as well as any action unanimously approved in writing)
shall constitute action by the Committee.
(b) The Committee may appoint a Secretary (who need not be a
member of the Committee) who shall keep minutes of its meetings. The
Committee may make such rules and regulations for the conduct of its
business as it may determine.
(c) The Committee shall have full authority, subject to the
express provisions of the Plan, to interpret the Plan as it relates to
Options granted or to be granted to Employees and Directors under the
Plan, to provide, modify and rescind rules and regulations relating
thereto, to determine the terms and provisions of each Option granted
to an Employee or Director and the form of each option agreement
evidencing an Option granted to an Employee or Director under the Plan
and to make all other determinations and perform such actions as the
Committee deems necessary or advisable to administer the Plan as it
relates to Options granted or to be granted to Employees and Directors
under the Plan. In addition, the Committee shall have full authority,
subject to the express provisions of the Plan, to determine the
Employees and Directors to whom Options shall be granted, the time or
date of grant of each such Option, the number of shares subject
thereto and the price at which such shares may be purchased. In
making such determinations, the Committee may take into account the
nature of the services rendered by the Employees or Director, his
present and potential contributions to the success of the Company's
business and such other facts as the Committee in its discretion shall
deem appropriate to carry out the purposes of the Plan.
(d) Notwithstanding the authority hereby delegated to the
Committee to grant Options to Employees and Directors under the Plan,
the Board also shall have full authority, subject to the express
I - 3
<PAGE> 29
provisions of the Plan, to grant Options to Employees and Directors
under the Plan, to interpret the Plan, to provide, modify and rescind
rules and regulations relating to it, to determine the terms and
provisions of Options granted to Employees and Directors under the
Plan and to make all other determinations and perform such actions as
the Board deems necessary or advisable to administer the Plan.
(e) No member of the Committee or the Board shall be liable
for any action taken or determination made in good faith with respect
to the Plan or any Option granted hereunder.
ARTICLE III
AUTOMATIC GRANT OF OPTIONS
Section 1. Grant of Options. On December 21, 1992, an Option will be
granted automatically under the Plan to the Employees and Directors listed on
Exhibit A hereto to purchase the number of shares of Common Stock set forth on
Exhibit A opposite such person's name. Any person who has been granted an
Option under this Article III may decline to accept such Option. Such person
may indicate his election to decline to accept the Option by giving notice
thereof to the Company or by refusing to execute a stock option agreement
relating to the Option.
Section 2. Price. The purchase price per share of Common Stock under
each Option granted under this Article III shall be an amount equal to 85% of
the Pricing Period Market Price.
Section 3. Option Period and Terms of Exercise of Options.
(a) Except as otherwise provided for herein, each Option granted
to an Outside Director under this Article III shall be exercisable during the
period beginning on the Commencement Date and ending on the Expiration Date in
accordance with the following schedule: (A) 20% of the total number of shares
covered by the Option may be purchased in whole or in part on or after the
Commencement Date; and (B) an additional 20% of the total number of shares
covered by the Option may be purchased in whole or in part on or after each of
the first, second, third and fourth anniversaries of the Commencement Date;
provided, however, that the otherwise unexpired portion of the Option shall
expire and become null and void upon the first to occur of (i) the Expiration
Date, (ii) the expiration of 30 days (or such longer period as the Board may
approve) from the date of termination of the Outside Director's Board
membership for any reason other than his death or disability or (iii) the
expiration of one year (or such longer period as the Board may approve) from
the date of termination of the Outside Director's Board membership by reason of
his death or disability. During the time periods referred to in clauses (ii)
and (iii) of the immediately preceding sentence, the Optionee (or other person
entitled to exercise the Option) shall be entitled to exercise the Option only
to the extent the Optionee was entitled to do so at the date of termination;
provided, however, that any Optionee whose Board membership is terminated prior
to the Commencement Date shall be entitled to exercise the Option as to 20% of
the total number of shares covered by the Option.
(b) Except as otherwise provided for herein, each Option granted
to an Employee, including an Employee-Director, under this Article III shall be
exercisable during the period beginning on the Commencement Date and ending on
the Expiration Date in accordance with the following schedule: (A) 20% of the
total number of shares covered by the Option may be purchased in whole or in
part on or after the Commencement Date; and (B) an additional 20% of the total
number of shares covered by the Option may be purchased in whole or in part on
or after each of the first, second, third and fourth year anniversaries of the
Commencement Date; provided, however, that the otherwise unexpired portion of
the Option shall expire and become null and void upon the first to occur of (i)
the Expiration Date, (ii) the expiration of 30 days (or such longer period as
the Board may approve) from the date of termination of the Optionee's
employment with the Company or an Affiliate for any reason other than his death
or disability or (iii) the expiration of one year (or such longer period as the
Board may approve) from the date of termination of the Optionee's employment
with the Company or an Affiliate by reason of his death or disability.
Anything herein to the contrary notwithstanding, the otherwise unexpired
portion of any Option granted to an Employee, including an Employee-Director,
under this Article III shall expire and become null and void
I - 4
<PAGE> 30
immediately upon the termination of such Employee's employment with the Company
or an Affiliate by reason of such Employee's fraud, dishonesty or performance
of other acts detrimental to the Company or an Affiliate.
(c) Under the provisions of any option agreement evidencing an
Option granted under this Article III, the Committee or the Board may impose
such other terms and conditions upon the exercise of an Option as are not
inconsistent with the terms of the Plan. All Options granted under Article III
shall automatically and immediately become fully vested and exercisable upon
the occurrence of a Change in Control.
ARTICLE IV
DISCRETIONARY GRANT OF OPTIONS
Section 1. Grant of Options. At any time and from time to time
during the duration of the Plan and subject to the express provisions hereof,
Options may be granted by the Committee to any Employee or Director for such
number of shares of Common Stock as the Committee in its discretion shall deem
to be in the best interest of the Company and which will serve to further the
purposes of the Plan.
Section 2. Price. The purchase price per share of Common Stock under
each Option granted under this Article IV shall be determined by the Committee
but in no event shall be less than 100% of the Market Price of the Common Stock
on the trading day immediately preceding the date of grant of the Option;
provided, however, that with respect to any option granted under this Article
IV prior to March 1, 1993, the purchase price per share shall be an amount
equal to 85% of the Pricing Period Market Price.
Section 3. Option Period and Terms of Exercise of Options.
(a) Except as otherwise provided for herein, each Option granted
to an Employee, including an Employee-Director, under this Article IV shall be
exercisable during such period as the Committee shall determine; provided,
however, that the otherwise unexpired portion of any Option granted to an
Employee, including an Employee-Director, under this Article IV shall expire
and become null and void no later than upon the first to occur of (i) the
expiration of ten years from the date such Option was granted, (ii) the
expiration of 30 days (or such longer period as the Board may approve) from the
date of termination of the Optionee's employment with the Company or an
Affiliate for any reason other than his death or disability or (iii) the
expiration of one year (or such longer period as the Board may approve) from
the date of termination of the Optionee's employment with the Company or an
Affiliate by reason of his death or disability. Anything herein to the
contrary notwithstanding, the otherwise unexpired portion of any Option granted
to an Employee, including an Employee-Director, under this Article IV shall
expire and become null and void immediately upon the termination of such
Employee's employment with the Company or an Affiliate by reason of such
Employee's fraud, dishonesty or performance of other acts detrimental to the
Company or an Affiliate.
(b) Except as otherwise provided for herein, each Option granted
to an Outside Director under this Article IV shall be exercisable during such
period as the Committee shall determine; provided, however, that the otherwise
unexpired portion of any Option granted to an Outside Director under this
Article IV shall expire and become null and void no later than upon the first
to occur of (i) the expiration of ten years from the date such Option was
granted, (ii) the expiration of 30 days (or such longer period as the Board may
approve) from the date of termination of the Outside Director's Board
membership for any reason other than his death or disability or (iii) the
expiration of one year (or such longer period as the Board may approve) from
the date of termination of the Outside Director's Board membership by reason of
his death or disability.
(c) Under the provisions of any option agreement evidencing an
Option granted to an Employee or Director under this Article IV, the Committee
or the Board may limit the number of shares purchasable thereunder in any
period or periods of time during which the Option is exercisable and may impose
such other terms and conditions upon the exercise of an Option as are not
inconsistent with the terms of the Plan; provided, however,
I - 5
<PAGE> 31
that the Committee or the Board, in its discretion, may accelerate the exercise
date of any such Option. All Options granted under Article IV shall
automatically and immediately become fully vested and exercisable upon the
occurrence of a Change in Control.
ARTICLE V
MISCELLANEOUS
Section 1. Adjustments Upon Changes in Common Stock. In the event
the Company shall effect a split of the Common Stock or a dividend payable in
Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan shall be decreased or increased
proportionately. In the event that, before delivery by the Company of all the
shares of Common Stock for which any Option has been granted under the Plan,
the Company shall have effected such a split, dividend or combination, the
shares still subject to such Option shall be increased or decreased
proportionately and the purchase price per share shall be decreased or
increased proportionately so that the aggregate purchase price for all the
shares then subject to such Option shall remain the same as immediately prior
to such split, dividend or combination.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization (including a
merger, consolidation or sale of assets) of the Company, the Board shall make
such adjustments, if any, as it may deem appropriate in the number, purchase
price and kind of shares covered by the unexercised portions of the Options
theretofore granted under the Plan. The provisions of this Section shall only
be applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
Section 2. Amendment and Termination of the Plan. Subject to the
right of the Board to terminate the Plan prior thereto, the Plan shall
terminate at the expiration of ten years from December 21, 1992, the date of
adoption of the Plan by the Board. No Options may be granted after termination
of the Plan. The Board may at any time alter or amend the Plan but, after the
stockholders of the Company have approved the Plan in accordance with the
provisions of Section 8 of this Article V, the Board may not, without the
approval of the stockholders of the Company, make any alteration or amendment
thereof which operates to (i) abolish the Committee, change the qualifications
of its members or withdraw the administration of the Plan from its supervision,
(ii) increase the total number of shares of Common Stock which may be granted
under the plan (other than as provided in Section 1 of this Article V), (iii)
extend the term of the Plan or the maximum exercise periods provided in Section
3 of Article III and Section 3 of Article IV hereof, (iv) decrease the minimum
purchase price for Common Stock under the Plan (other than as provided in
Section 1 of this Article V), (v) materially increase the benefits accruing to
participants under the Plan or (vi) materially modify the requirements as to
eligibility for participation in the Plan.
No termination or amendment of the Plan shall adversely affect the
rights of an Optionee under an Option, except with the consent of such
Optionee.
Section 3. No Fractional Shares. Notwithstanding any contrary
indication in the Plan or in any option agreement evidencing an Option granted
under the Plan, no fractional shares of Common Stock may be purchased upon
exercise of any Option.
Section 4. Payment of Purchase Price; Application of Funds. Upon
exercise of an Option, the purchase price shall be paid in full in cash or by
check; provided, however, that at the request of an Optionee and to the extent
permitted by applicable law, the Company may, in its sole and absolute
discretion, approve reasonable arrangements with one or more Optionees and
their respective brokerage firms, under which such an Optionee may exercise his
Option by delivering to the Company an irrevocable notice of exercise, together
with such other documents as the Company shall require, and the Company shall,
upon receipt of full payment in cash or by check of the purchase price and any
other amounts due in respect of such exercise, deliver to such Optionee's
brokerage
I - 6
<PAGE> 32
firm one or more certificates representing the shares of Common Stock issued in
respect of such exercise. The proceeds of any sale of Common Stock covered by
Options shall constitute general funds of the Company. Upon exercise of an
Option, the Optionee will be required to pay to the Company the amount of any
federal, state or local taxes required by law to be withheld in connection with
such exercise. No shares of Common Stock shall be issued upon exercise of an
Option until full payment therefor has been made, and an Optionee shall have
none of the rights of a stockholder until shares are issued to him.
Section 5. Requirements of Law. The granting of Options and the
issuance of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.
Section 6. Nontransferability of Options. An Option granted under
the Plan shall not be transferable by the Optionee except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime
of the Optionee only by the Optionee or, if the Optionee is legally
incompetent, by the Optionee's legal representative.
Section 7. Option Agreement; Investment Letter.
(a) Each person who accepts an Option offered to him hereunder
shall enter into an agreement with the Company, in such form as the Committee
or the Board may prescribe, setting forth the terms and conditions of the
Option, whereupon such person shall become a participant in the Plan.
(b) The Company's obligation to deliver Common Stock with respect
to an Option shall be conditioned upon its receipt from the Optionee to whom
such Common Stock is to be delivered of an executed investment letter
containing such representations and agreements as the Committee or the Board
may determine to be necessary or advisable in order to enable the Company to
issue and deliver such Common Stock to such Optionee in compliance with the
Securities Act of 1933 and other applicable federal, state or local securities
laws, rules or regulations.
Section 8. Effective Date of the Plan. The Plan shall become
effective, as of the date of its adoption by the Board, when (i) the Plan has
been duly approved by the holders of a majority of the shares of Common Stock
present or represented and entitled to vote and (ii) the Charter Amendment has
been duly approved by the holders of a majority of the outstanding shares of
Common Stock, at a meeting of the stockholders of the Company duly held in
accordance with applicable law within 12 months after the date of adoption of
the Plan by the Board. If the Plan and the Charter Amendment are not so
approved, the Plan shall terminate and all Options granted hereunder shall be
null and void.
Section 9. Termination of Employment.
(a) A transfer of employment among the Company and any of its
Affiliates shall not be considered to be a termination of employment for the
purposes of the Plan. Nothing in the Plan or in any option agreement
evidencing an Option granted under the Plan to an Employee, including an
Employee-Director, shall confer upon any Optionee any right to continue in the
employ of the Company or any Affiliate or in any way interfere with the right
of the Company or any Affiliate to terminate the employment of the Optionee at
any time, with or without cause.
(b) Nothing in the Plan or in any option agreement evidencing an
option granted under the Plan to an Outside Director shall confer upon such
Outside Director any right to continue to serve as a Director.
Section 10. Construction. Options granted under the Plan are not
intended to be treated as incentive stock options under Section 422 of the
Code. Words of any gender used in the Plan shall be construed to include any
other gender, unless the context requires otherwise.
* * * * *
EXHIBIT A -- Recipients of Options on December 21, 1992
I - 7
<PAGE> 33
AMDURA CORPORATION
2801 Dawson Road, Tulsa, Oklahoma 74110
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF AMDURA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1994
The undersigned stockholder of AMDURA Corporation, a Delaware corporation
(the "Company"), revoking all previous proxies, hereby appoints William F.
Andrews and Sanford B. Ferguson, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to vote
all shares of Common Stock, par value $.01 per share, of the Company ("Amdura
Common Stock") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company, to be held at the
Hotel Crescent Court, 400 Crescent Court, Dallas, Texas, on Tuesday, May 3,
1994, commencing at 2:00 p.m., local time, and at any adjournment or
postponement thereof, provided that said proxies are authorized and directed to
vote as indicated with respect to the following matters:
1. Election of Directors:
Nominees: William F. Andrews, James A. Bach, Marvin L. Dimond, John W.
Gildea, Robert LeBuhn, Paul C. Meyer, Larry L. Postelwait,
John R. Redmond, Tracey L. Rudd and Frederick W. Whitridge, Jr.
<TABLE>
<S> <C>
/ / FOR all nominees listed (except those for whom authority is being / / WITHHOLD AUTHORITY TO VOTE
withheld) FOR ALL NOMINEES
</TABLE>
To withhold authority to vote for any nominee, write the name of the nominee
below:
- --------------------------------------------------------------------------------
2. Proposal to approve the Company's 1992 Stock Option Plan, as amended.
/ / FOR / / AGAINST / / ABSTAIN
(PLEASE SIGN AND DATE ON REVERSE SIDE)
UNLESS OTHERWISE SPECIFIED, THE SHARES OF AMDURA COMMON STOCK REPRESENTED HEREBY
WILL BE VOTED "FOR" THE ELECTION AS DIRECTORS OF ALL OF THE NOMINEES LISTED AND
"FOR" PROPOSAL 2.
------------------------------
SIGNATURE OF STOCKHOLDER
------------------------------
SIGNATURE OF STOCKHOLDER
DATED: , 1994
NOTE: Please sign this proxy
exactly as name(s) appears on
your stock certificate. When
signing as attorney-in-fact,
executor, administrator,
trustee or guardian, please
add your title as such, and if
signer is a corporation,
please sign with full
corporate name by a duly
authorized officer or officers
and affix the corporate seal.
Where stock is issued in the
name of two (2) or more
persons, all such persons
- ---------------------------------------- should sign.
IMPORTANT: PLEASE SIGN, DATE AND RETURN
PROMPTLY.
- ----------------------------------------
