<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section
240.14a-12
KELLWOOD COMPANY
- - -----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
KELLWOOD COMPANY
- - -----------------------------------------------------------------------------
(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(i)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
KELLWOOD COMPANY
1994
PROXY STATEMENT
<PAGE> 3
KELLWOOD COMPANY
600 KELLWOOD PARKWAY, ST. LOUIS COUNTY, MISSOURI 63017
1994 Proxy Statement
and
Notice of Annual Meeting of Shareowners
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareowners of
Kellwood Company, a Delaware corporation (hereinafter referred to as
the "Company"), will be held at 600 Kellwood Parkway, St. Louis County,
Missouri, on Thursday, August 25, 1994, at 9:00 A.M. for the following
purposes:
1. To elect five members to the Board of Directors to hold office
for a period of two years and until their successors are duly elected
and qualified;
2. To approve amendments to the Kellwood Company 1990 Omnibus
Incentive Stock Plan; and
3. To transact such other business as may properly come before the
meeting, including any adjourned session thereof.
The Board of Directors has fixed the close of business on June 27,
1994 as the record date for determining shareowners entitled to notice
of the aforesaid Annual Meeting and to vote thereat in person or by
proxy.
The Proxy Statement is set forth following this Notice of Annual
Meeting. Also accompanying this Notice of Annual Meeting are a Proxy
and the Company's Annual Report for the fiscal year ended April 30,
1994.
By Order of the Board of Directors
/s/ THOMAS H. POLLIHAN
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
St. Louis, Missouri
July 14, 1994
<PAGE> 4
KELLWOOD COMPANY
600 KELLWOOD PARKWAY
ST. LOUIS COUNTY, MISSOURI 63017
APPROXIMATE
MAILING DATE:
JULY 14, 1994
PROXY STATEMENT
ANNUAL MEETING OF SHAREOWNERS-AUGUST 25, 1994
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of the accompanying Proxy by the Board of Directors of Kellwood
Company, a Delaware corporation (the "Company"), for the Annual Meeting
of Shareowners to be held on August 25, 1994. Only shareowners of
record at the close of business on June 27, 1994, are entitled to
notice of, and to vote (in person or by proxy) at the meeting.
This Proxy Statement and form of proxy are being mailed on or about
July 14, 1994. The Company's Annual Report (including financial
statements) to its shareowners for the fiscal year ended April 30,
1994, accompanies this Proxy Statement.
The expense of soliciting proxies for the meeting, including the cost
of preparing, assembling and mailing the notice, proxy and Proxy
Statement and the reasonable costs of brokers, nominees and fiduciaries
in supplying proxies to beneficial owners, will be paid by the Company.
The solicitation will be made by the use of the mails, through brokers
and banking institutions, and by officers and regular employees of the
Company. In addition, the Company has engaged Morrow & Co., Inc., a
firm specializing in solicitation of proxies, to assist in the current
solicitation for an estimated fee of $4,500, plus reimbursement for
their out-of-pocket expenses.
VOTING PROCEDURES
Shareowners are entitled to one vote per share owned on the record
date and, with respect to the election of directors, shareowners have
the right to cumulative voting. Under cumulative voting, each
shareowner is entitled to a number of votes equal to the number of
directors to be elected multiplied by the number of shares he or she
owns, and he or she may cast all of his or her votes for one nominee or
distribute them in any manner he or she chooses among any number of
nominees.
If the accompanying proxy form is signed and returned in time, the
shares represented thereby will be voted, unless otherwise indicated on
the proxy card, in accordance with the specifications thereon. If no
contrary specification is made, the proxies intend to vote the shares
so represented to elect the largest number of the nominees for
directors named herein which can be elected under cumulative voting. If
no other persons are nominated for election to the Board, votes
represented by all properly executed proxies will be distributed in
approximately equal numbers among the nominees set forth below. If
allocation is necessary, the proxies will use their discretion in
making the allocation among nominees. Shareowners who do not wish to
have their votes distributed in approximately equal numbers among the
nominees or do not want to grant the proxies discretion to allocate, if
allocation is deemed necessary by the proxies, should mark their proxy
forms to indicate how they wish to have the proxies distribute their
votes.
The proxies reserve the right not to vote and to return to a
shareowner any proxy in which the authority to vote shares represented
thereby is made subject to any condition or conditions by such
shareowner other than as expressly provided for in the accompanying
proxy form.
The five directors receiving the highest number of the votes at the
meeting, present in person or by proxy, will be elected. Those proxies
containing instructions to "Withhold Authority" to vote shares for one
1
<PAGE> 5
or all of the nominees will be counted for the purpose of determining a
quorum to transact business, but not entitled to vote for the
nominee(s) for which voting authority is being withheld. Abstentions
and broker non-votes will be counted to determine a quorum, but will
not be counted in the election of directors.
The Company's management knows of no matter to be brought before the
meeting other than that referred to in Items 1 and 2 of the foregoing
Notice of Annual Meeting of Shareowners. However, if any other matters
properly come before the meeting, it is intended that the proxies in
the accompanying form which are duly signed and returned in time will
be voted upon such matters in accordance with the judgment of the
person or persons voting the proxy. Any shareowner who signs and
returns a proxy may revoke that proxy at any time prior to the voting
thereof either by revoking the proxy in person at the meeting or by
delivering a signed written notice of revocation to the office of the
Secretary of the Company before the meeting begins.
SHAREOWNER PROPOSALS
Shareowners wishing to include proposals in the Company's Proxy
Statement and form of proxy for the 1995 Annual Meeting of Shareowners
must submit their proposals so that they are received by the Secretary
of the Company at the principal executive offices in St. Louis by
February 24, 1995. In addition, Section 2.10 of the Company's By-Laws
imposes certain time and information requirements on shareowners
wishing to bring business before a shareowner meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on June 27, 1994 (the "record date"), the
Company had 21,050,831 shares outstanding. The table listed below
contains information concerning each person who is known by the Company
to be the beneficial owner of more than five percent of the Company's
common stock. To the best of the Company's knowledge, no other persons
are beneficial owners of five percent or more of the Company's shares.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- -------------- --------
<C> <S> <C> <C>
Common Stock FMR Corp.
82 Devonshire Street
Boston, MA 02109 1,371,600(1)(3) 6.57%
Common Stock Neuberger & Berman
605 Third Avenue
New York, NY 10158 1,550,550(2)(3) 7.47%
<FN>
- - -----
(1) As reported on their Schedule 13G dated February 10, 1994, FMR
Corp., a parent holding company, was the beneficial owner of
1,371,600 shares representing approximately 6.57% of the total
shares outstanding on that day. The 1,371,600 shares include
1,264,350 shares beneficially owned by its subsidiary, Fidelity
Management & Research Company, an Investment Advisor registered
under Section 203 of the Investment Advisors Act of 1940, and
75,750 shares beneficially owned by FMR's subsidiary, Fidelity
Management Trust Company, a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934. Fidelity International
Limited, 42 Crowlane, Hamilton, Bermuda, and various foreign-based
subsidiaries beneficially owned 31,500 shares on that day and had
the sole power to vote and the sole power to dispose of 31,500
shares. FMR Corp. has sole voting power for 63,150 of the shares,
shared voting power for none of the shares and sole dispositive
power for 1,371,600 shares.
(2) As reported on their Schedule 13G dated January 31, 1994, Neuberger
& Berman, a Broker-Dealer registered under Section 15 of the
Securities Exchange Act of 1934, and an Investment Advisor
registered under Section 203 of the Investment Advisors Act of
1940, was the beneficial owner of 1,550,550 shares representing
7.47% of the total shares outstanding on that day. Neuberger &
Berman has sole voting power for 938,550 shares, shared voting
power for 595,600 shares, sole dispositive power for none of the
shares, and shared dispositive power for 1,550,550 shares.
(3) Shares adjusted due to 3-for-2 stock split on March 7, 1994.
</TABLE>
2
<PAGE> 6
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of not less than three nor more than
15 directors, with the number of directors to be fixed by the Board,
and that the Board shall be divided into two classes, with one class
being elected each year for a two-year term. On May 27, 1993, the Board
of Directors by resolution amended section 3.1 of the Company's By-laws
fixing the number of directors at ten and, accordingly, five directors
are to be elected at the annual meeting to serve for two years or until
the 1996 Annual Meeting of Shareowners and until their respective
successors shall have been elected and qualified. The persons named as
proxies in the accompanying proxy form have indicated that they intend
to vote for the election of the largest number of nominees set forth
hereinafter which they can elect under cumulative voting. For a
discussion of cumulative voting, see above.
In the event that any of the following nominees for election as
director is not available to serve as a director at the time of
election at the meeting, proxies may be voted for a substitute nominee
as well as for the remaining nominees named herein. However, the
Company's management has no reason to anticipate that any nominees will
be unavailable.
NOMINEES FOR ELECTION TO SERVE UNTIL 1996
WAI YIU FUNG, AGE 46
Director of the Company since 1992. Deputy Chairman and Managing
Director, Smart Shirts Limited (apparel manufacturer) from November 1,
1990 to present. Senior Vice President, Smart Shirts Limited from
December 16, 1975 to November 1, 1990. Smart Shirts Limited is a
wholly-owned subsidiary of the Company.
Member: Finance Committee.
JERRY M. HUNTER, AGE 42
Partner at Bryan Cave (law firm) from December 1993 to present.
General Counsel, National Labor Relations Board, Washington, D.C., from
November 1989 to November 1993. Director, Missouri Department of Labor
and Industrial Relations from 1986 to 1989. Labor Counsel, Kellwood
Company from November 1981 to May 1986.
JAMES C. JACOBSEN, AGE 59
Director of the Company since 1975. Executive Vice President
Administration since May 31, 1989. Senior Vice President Finance-
Administration from 1988 to 1989. Senior Vice President Finance from
1986 to 1988.
Member: Executive and Finance Committees.
JAMES S. MARCUS, AGE 64
Director of the Company since 1965. A Limited Partner of The Goldman
Sachs Group, L.P. since March 28, 1989. A Limited Partner of Goldman,
Sachs & Co. (investment bankers) from December 1, 1982 to March 28,
1989. Director of American Biltrite, Inc.
Member: Finance and Compensation and Stock Option Committees.
WILLIAM J. MCKENNA, AGE 67
Director of the Company since 1982. Chairman, President and Chief
Executive Officer since May 1, 1991. Chief Executive Officer since
1984. President since 1982. Director of Genovese Drug Stores, Inc. and
United Missouri Bancshares, Inc.
Member: Executive Committee.
3
<PAGE> 7
DIRECTORS CONTINUING TO SERVE UNTIL 1995
RAYMOND F. BENTELE, AGE 57
Director of the Company since 1993. President and Chief Executive
Officer of Mallinckrodt, Inc. from 1978 until retirement on November
30, 1992. Director of Mallinckrodt Group Inc. (formerly IMCERA Group,
Inc. and a manufacturer of medical, specialty chemical and veterinary
products). Director of IMC Fertilizer Group, Inc. (food crop mineral
nutrients).
Member: Audit Committee.
EDWARD S. BOTTUM, AGE 60
Director of the Company since 1981. Chairman and Director, Geo. T.
Schmidt, Inc. (manufacturer machines and dies) since 1991. Director,
Azar Nut Company (food processing) since 1991. Managing Director, Chase
Franklin Corporation (merchant banking) since April 1990. Vice
Chairman, Continental Bank N.A. from August 1984, and Continental Bank
Corporation from January 1988, until retirement on March 30, 1990.
Director and Chairman of the Board of Trustees of The 231 Fund (mutual
funds family) since July 1993. Chairman and Director, Wireless Data
Corporation (manufacturer of measurement instruments for harsh
environments) since December 1993.
Member: Audit and Finance Committees.
RICHARD P. CONERLY, AGE 70
Director of the Company since 1975. Chairman of Orion Capital Inc.
(management company) since 1988. President of Pott Industries Inc.
(marine construction and services), a wholly-owned subsidiary of
Houston Natural Gas Corp., from 1969 to 1987. Director of Mercantile
Bancorporation Inc. and LaBarge, Inc.
Member: Compensation and Stock Option Committee.
KITTY G. DICKERSON, Ph.D., AGE 54
Director of the Company since 1991. Professor and Chair of the
Department of Textile and Apparel Management, University of Missouri,
Columbia, Missouri from 1986 to Present.
Member: Audit Committee.
FRED W. WENZEL, AGE 78
Director of the Company since 1961. Chairman Emeritus since May 1,
1991. Chairman of the Board from 1964 to April 30, 1991.
Member: Executive Committee
TRANSACTIONS SINCE MAY 1, 1993 IN WHICH NOMINEES FOR DIRECTORS,
DIRECTORS, OFFICERS AND MAJOR SHAREOWNERS HAD INTERESTS
Robert E. Madden, a Vice President of the Company, is the Lessor of
certain real estate leased by SBH Group, a division of Kellwood
Company, which includes a plant, office and warehouse facility in
Dedham, Massachusetts at an annual rent of approximately $482,000.
Jerry M. Hunter was appointed a director nominee at a Board of
Directors Meeting held on June 1, 1994. Mr. Hunter is a partner in the
law firm of Bryan Cave in St. Louis, Missouri. The services of the law
firm have been retained during the last fiscal year and during the
current fiscal year. Fees paid by the Company to Bryan Cave did not
exceed five percent of the law firm's gross revenues for that firm's
last fiscal year.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no compensation
for their service as directors. Non-employee directors were compensated
for their services at the rate of $20,000 per annum. In addition,
4
<PAGE> 8
each non-employee director receives $1,000 for each Board Meeting and
$700 for each Committee meeting attended, not to exceed $1,700 for any
one day, and is reimbursed for expenses incurred in attending those
meetings. Commencing May 1, 1994, non-employee director fees will be
increased to $23,000 per annum and $800 for each Committee meeting
attended, not to exceed $1,800 for any one day.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors is responsible for establishing broad
corporate policies and for overseeing the general performance of the
Company. The Board meets regularly four times per year, and holds
special meetings as required. In fiscal 1994, the Board met four times.
Each director spends considerable time in preparing for and attending
Board and Committee meetings. During the Company's most recent fiscal
year, each director attended at least 75% of the Board meetings and
meetings of Committees to which he or she was appointed.
The Board has an Executive Committee, Finance Committee, Audit
Committee and Compensation and Stock Option Committee.
The Executive Committee, between Board meetings, has all the
authority of the Board of Directors in the management of the business
affairs of the Company (except for action relating to dividends, stock
issuances, and certain fundamental corporate changes). The Executive
Committee did not meet during fiscal 1994. On two occasions actions
were taken by unanimous written consent after the Committee reviewed
proposals circulated to the members.
The Finance Committee's responsibilities are to study and suggest
methods for obtaining the future financing requirements of the Company.
The Finance Committee did not meet during fiscal 1994.
The Audit Committee's responsibilities include recommending to the
Board of Directors the independent accountants to be employed for the
purpose of conducting the annual examination of the Company's financial
statements, discussing with the independent accountants the scope of
their examination, reviewing the Company's financial statements and the
independent accountants' report thereon with Company personnel and the
independent accountants, and inviting the recommendations of the
independent accountants regarding internal controls and other matters.
The Audit Committee met two times during fiscal 1994.
The Compensation and Stock Option Committee's responsibilities
include approving salaries of executives of the Company, administering
and interpreting compensation plans, and granting cash bonuses, stock
bonuses and other benefits under such plans. The Compensation and Stock
Option Committee met one time during fiscal 1994.
MANAGEMENT OWNERSHIP OF THE COMPANY'S STOCK
Under regulations of the Securities and Exchange Commission, persons
who have power to vote or to dispose of shares of the Company, either
alone or jointly with others, are deemed to be beneficial owners of
those shares. The following table shows, as of June 27, 1994, the
beneficial ownership of each present director and each nominee for
director, and of all present directors and executive officers as a
group, of shares of the Company's common stock. This information has
been furnished to the Company by the individuals named. As shown in the
last column, in some cases a significant number of the shares indicated
in the center column as being beneficially owned are actually unissued
shares attributable to unexpired options for the Company's common stock
which are presently exercisable or first become exercisable within 60
days after June 27, 1994. With the exception of Mr. McKenna and Mr.
Wenzel, who own approximately 1.18% and 1.01% respectively of the
outstanding common stock of the Company, no nominee or present director
owns more than 1% thereof. All officers and directors as a group own
approximately 4% of the outstanding common stock.
5
<PAGE> 9
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF INCLUDED IN PREVIOUS
SHARES COLUMN ATTRIBUTABLE
NAME OF INDIVIDUAL BENEFICIALLY TO UNEXPIRED
OR NUMBER IN GROUP OWNED OPTIONS TO PURCHASE
------------------ ------------ --------------------
<S> <C> <C>
R. F. Bentele.......................................... 750 -0-
E. S. Bottum........................................... 2,250 -0-
R. P. Conerly.......................................... 2,250 -0-
K. G. Dickerson........................................ 600 -0-
W. Y. Fung............................................. 9,760 7,260
J. C. Jacobsen......................................... 113,952(1) 26,100
J. M. Hunter........................................... -0- -0-
J. S. Marcus........................................... 900 -0-
W. J. McKenna.......................................... 248,426(2) 41,340
F. W. Wenzel........................................... 212,995 -0-
All directors and executive officers as a group (22
persons including those named)........................ 850,082 194,730
<FN>
- - -----
(1) Does not include 8,550 shares owned by Mr. Jacobsen's children. Mr.
Jacobsen disclaims beneficial ownership of these shares.
(2) Does not include 202 shares owned by Mr. McKenna's wife. Mr.
McKenna disclaims beneficial ownership of these shares.
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the amount of all compensation earned for
services in all capacities to the Company for the last three fiscal
years for (i) the Chief Executive Officer, and (ii) the other four most
highly paid executive officers (the "Named Officers") at April 30,
1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------------- -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) AWARD(S) ($)(1) SARS (#) PAYOUTS ($) SATION ($)
------------------ ---- ---------- ---------- ---------- --------------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William J. McKenna 1994 $740,000 $370,000 0 $441,783 43,800 0 $ 6,930(3)
Chairman, President, 1993 700,000 350,000 0 320,837 43,950 0 2,406,791(2)
CEO and Director(6) 1992 650,000 325,000 0 429,029 75,000 0 6,981(3)
James C. Jacobsen 1994 350,000 140,000 0 176,697 17,100 0 6,945(3)
Executive Vice President 1993 330,000 130,000 0 119,520 16,200 0 6,846(3)
Administration and Director 1992 300,000 120,000 0 158,774 27,000 0 6,606(3)
Robert E. Madden 1994 375,000 50,000 0 72,872 24,000 0 6,746(3)
Vice President 1993 0(4) 0 0 0 7,500 0 0
1992 0(4) 0 0 0 7,500 0 0
Wai Yiu Fung 1994 326,899 75,000 0 0 7,800 0 0
Deputy Chairman and Managing 1993 282,634 50,000 0 0 6,750 0 0
Director, Smart Shirts 1992 0(5) 0 0 0 7,500 0 0
Limited, and Director
Hal J. Upbin 1994 283,000 110,000 0 106,018 12,000 0 5,722(3)
Executive Vice President 1993 265,000 100,000 0 71,736 10,800 0 5,520(3)
Corporate Development 1992 248,000 75,000 0 97,967 15,000 0 5,246(3)
<FN>
- - -----
(1) The restricted stock awards attributable to the Named Executives
for fiscal years through April 30, 1994, including the awards in
Column (f), which are still subject to restrictions under the
Corporate
6
<PAGE> 10
Development Incentive Plan, and valued at the fair market price as
of April 30, 1994, are as follows: W. J. McKenna, 24,755 shares at
$591,149; J. C. Jacobsen, 9,211 shares at $219,958; R. E. Madden, 0
shares; W. Y. Fung, 0 shares; and H. J. Upbin, 5,348 shares at
$127,710. The Corporate Development Incentive Plan is a restricted
stock award with performance criteria based on one year's
performance. Dividends are paid on restricted shares.
(2) Employer matching 401(k) plan contribution of $6,791 and $2,400,000
deferred compensation distribution.
(3) Employer matching 401(k) plan contribution.
(4) Not an executive officer of the Company for the fiscal year.
(5) Not an executive officer or a director for the fiscal year.
(6) W. J. McKenna has a contract of employment through November 30,
1996. Effective May 1, 1994 his salary was increased to $790,000.
</TABLE>
The following two tables contain information covering stock options
granted during the fiscal year ended April 30, 1994, to the Named
Officers and the number and value of unexercised stock options held by
those officers at the end of the last fiscal year. No SARs were granted
in conjunction with the options.
<TABLE>
OPTION GRANTS TABLE
OPTION GRANTS DURING 1994 FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------ --------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- -------------- -------------- ------------ ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
William J. McKenna.............. 43,800 15.4660 $19.96 05/27/03 $549,810 $1,393,326
James C. Jacobsen............... 17,100 6.0381 19.96 05/27/03 214,652 543,970
Robert E. Madden................ 9,000 3.1779 19.96 05/27/03 112,975 286,300
15,000 5.2966 20.50 08/24/03 193,385 490,076
Wai Yiu Fung.................... 7,800 2.7542 19.96 05/27/03 97,911 248,127
Hal J. Upbin.................... 12,000 4.2372 19.96 05/27/03 150,633 381,733
<FN>
- - -----
(1) Total options granted during 1994 were 283,200 shares to the Named
Officers and all other employees.
</TABLE>
<TABLE>
OPTION EXERCISES IN 1994 FISCAL YEAR
AND FY-END 04/30/94 VALUE TABLE
<CAPTION>
(A) (B) (C) (D) (E)
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
04/30/94 04/30/94
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
William J. McKenna................................ 69,000 $450,462 8,790/123,960 $ 47,642/873,328
James C. Jacobsen................................. 33,375 304,638 14,040/ 46,260 140,216/321,259
Robert E. Madden.................................. 0 0 4,500/ 34,500 42,891/170,642
Wai Yiu Fung...................................... 0 0 2,850/ 17,700 24,698/111,986
Hal J. Upbin...................................... 1,500 1,980 5,160/ 32,640 55,158/249,602
</TABLE>
7
<PAGE> 11
RETIREMENT PROGRAM
PENSION PLAN
The Kellwood Company Pension Plan is a defined benefit plan covering
substantially all employees of the Company and participating
subsidiaries. The basic annual pension benefit under the Plan for
service after April 30, 1989 is equal to 12 times 0.5% of average
monthly earnings times credited service after April 30, 1989, plus 12
times 0.5% of average monthly earnings, in excess of covered
compensation, multiplied by years of credited service commencing on or
after May 1, 1989 up to 35 years. Covered compensation is defined as
the average social security wage base for the 35 years before an
employee reaches social security retirement age. Average monthly
earnings under the Plan is the average of an employee's monthly
earnings defined under the Plan paid during the highest paid five
consecutive full calendar years within an employee's credited service.
The amount of final benefits is not and cannot readily be calculated
for each individual by the Plan's regular actuaries.
Plan participants as of April 30, 1989, who continued as employees
after April 30, 1989, will receive their amended accrued benefits as of
April 30, 1989 plus benefits earned after that date. The amended
accrued monthly benefits at April 30, 1989, for officers listed in the
Summary Compensation Table were as follows: W. J. McKenna, Chairman,
President and Chief Executive Officer, $8,392 and J. C. Jacobsen,
Executive Vice President Administration, $4,646. As of April 30, 1994,
of the officers listed in the Summary Compensation Table, Mr. McKenna
and Mr. Jacobsen have approximately five years of credited service
subsequent to May 1, 1989. As of April 30, 1994, Mr. Madden, Mr. Fung
and Mr. Upbin had approximately 5.0, 0.0 and 3.4 years of credited
service, respectively. The table below is indicative of annual benefits
for service after April 30, 1989, using covered compensation for
employees retiring at normal retirement age in calendar 1994. Benefits
for employees who retire in subsequent years will be lower reflecting
increases in the average social security wage base.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------
REMUNERATION 5 10 15 20 30
------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000.......................... $1,892 $ 3,784 $ 5,677 $ 7,569 $11,353
100,000.......................... 4,392 8,784 13,177 17,569 26,353
125,000.......................... 5,642 11,284 16,927 22,569 33,853
150,000.......................... 6,892 13,784 20,677 27,569 41,353
200,000.......................... 6,892 13,784 20,677 27,569 41,353
250,000.......................... 6,892 13,784 20,677 27,569 41,353
350,000.......................... 6,892 13,784 20,677 27,569 41,353
500,000.......................... 6,892 13,784 20,677 27,569 41,353
750,000.......................... 6,892 13,784 20,677 27,569 41,353
1,000,000.......................... 6,892 13,784 20,677 27,569 41,353
1,300,000.......................... 6,892 13,784 20,677 27,569 41,353
</TABLE>
Section 401(a)(17) of the Internal Revenue Code limits annual
earnings for purposes of calculating benefits under Kellwood's pension
plan to $235,840. As of May 1, 1994, this limit is reduced to $150,000.
Section 415 of the Internal Revenue Code limits annual benefits payable
from the plan at age 65 to $118,800. However, benefits accrued prior to
the enactment of these limitations in 1989 were not reduced
accordingly. These limits may be adjusted for cost of living increases.
8
<PAGE> 12
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
This Report and the following Performance Graphs shall not be deemed
to be incorporated by reference by any general statement which
incorporates by reference this Proxy Statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, and
they shall not otherwise be deemed filed under such Acts.
OVERVIEW
The Company's Board of Directors has established a three member
Compensation and Stock Option Committee (the "Committee"). Each member
of the Committee is a non-employee director.
The Securities and Exchange Commission has recently adopted rules
which are designed to enhance disclosure of the policies of companies
regulated by the Commission in regard to executive compensation. In
response to these rules the Committee has prepared the report, as
outlined below, on the Company's policies and practices for executive
compensation.
The Company's executive officer compensation program consists of base
salary, annual cash incentive compensation, long-term incentive
compensation in the form of stock options and stock awards, and various
benefits including medical, pension, and 401(k) savings plans generally
available to employees of the Company.
COMPENSATION POLICIES
The Committee's executive compensation policies are designed to
provide competitive levels of compensation which integrate pay with the
Company's annual and longer term performance goals, reward above
average performance, recognize individual initiative and achievements,
assist the Company in attracting and retaining qualified executives and
build the ownership of Company stock by key managers. The Committee is
of the view that stock ownership by management and stock-based
performance compensation arrangements are beneficial in aligning the
interests of management with the interests of the Company's shareowners
which ultimately enhances shareowner value. The Committee further
believes that bonus and other forms of incentive-based compensation
encourage management to attain preset commercial goals for the Company.
BASE SALARY
The Committee reviews each executive officer's salary annually and
considers recommendations submitted by the Chief Executive Officer. In
determining appropriate salary levels, the Committee considers a
variety of sources, including industry surveys, proxy statements, and
outside consultants. The Committee also considers the level and scope
of responsibility, experience, Company and individual performance, and
internal equity. The Committee uses its discretion to set executive
compensation where in its judgment external, internal, or an
individual's circumstances warrant. By design, the Committee strives to
set executives' salaries at competitive market levels. Increases are
based on comparable companies' practices, the Company's achievement of
its financial plan, and the individual's performance. The salary
increases in fiscal 1994 were based on the Committee's review of the
return on equity, net earnings as a percent of sales and earnings per
share growth over the prior five years.
ANNUAL CASH INCENTIVES
Annual cash incentive compensation awards are made to executives to
recognize and reward corporate and individual performance. Goals for
Company and business unit performance are set at the beginning of each
fiscal year. In determining whether to award cash bonuses, the
Committee compares the Company's financial performance against its
annual financial plan, considers individual performance, and Company
performance against that of peer companies. In considering bonuses for
executives other than Mr. McKenna, the Committee considers bonus
recommendations submitted by the Chief Executive Officer. The Committee
also receives an assessment of the performance of each executive from
Mr. McKenna and
9
<PAGE> 13
discusses the assessments with him. When assessing the performance of
Mr. McKenna, the Committee meets privately. In general, the Company's
performance goals were exceeded for fiscal 1994.
ANNUAL STOCK INCENTIVES
The Committee administers the Company's Restricted Stock Compensation
Plan and the Corporate Development Incentive Plan, both of which award
shares of the Company's common stock. Under the Restricted Stock
Compensation Plan, restricted shares are granted to qualified employees
and are released from restrictions ratably over five years. Awards are
limited to an aggregate of 25,000 shares for any Plan year. In fiscal
1994, no awards were made to any executive officers.
The Committee selects key corporate executives to be participants in
the Corporate Development Incentive Plan based upon its judgment of the
executive's ability to significantly affect major decisions and actions
which influence the continued profitable growth and development of the
Company, the value of the executive's continuing service and the
probable detriment of his or her employment by competitors. The
Committee selects participants and sets the performance goals which
must be achieved during the measurement period. The measures and
objectives may be based on earnings per share, earnings before tax and
gains on sale of assets, or other criteria which the Committee
establishes. Payment of awards under the Plan are made in common stock.
An award, if any, is made to a participant by the Company at the time
the Committee determines that performance goals have been met.
Restrictions on the share lapse and shares are transferred to the
participants in installments over approximately three years, provided
the shares have not been forfeited. Awards granted to qualified
employees under the Plan are limited to an aggregate of 105,000 shares
for any Plan year. The shares covered by the awards may not be
transferred, sold, pledged or otherwise disposed of prior to the lapse
of restrictions. A target award level is established for each executive
officer based on his or her level of responsibility. Based on Company
earnings, a participant may have the opportunity to earn awards in
excess of the targeted amounts for the Company's outstanding
performance. Threshold standards required to be met before any stock
bonus award is made are also established. In fiscal 1994, the
performance goal was exceeded and awards were made at 116% of the
targeted award levels. For specific information about awards to the
executive officers named in the Summary Compensation Table, see column
(f) of the table.
STOCK OPTIONS
The Committee administers the Company's 1990 Omnibus Incentive Stock
Plan which provides for awards of incentive stock options, non-
qualified stock options and stock appreciation rights. These awards
directly relate the amounts earned by the executives to the amount of
appreciation realized by the Company's shareowners over comparable
periods. Stock options also provide executives with the opportunity to
acquire and build a meaningful ownership interest in the Company. While
the Company encourages stock ownership by executives, it has not
established any target levels for executive stock holdings. Awards are
generally made at a level calculated to be competitive. For specific
information about grants to the executive officers named in the Summary
Compensation Table, see the Option Grants during Fiscal 1994 Table
included in this Proxy Statement.
The Committee considers stock option awards on an annual basis. These
are normally awarded in May. In determining the amount of options
awarded, the Committee generally establishes a level of award based on
the position held by the individual and his or her level of
responsibility, both of which reflect the executive's ability to
influence the Company's long-term performance. The number of options
previously awarded to and held by executives are also reviewed but are
not an important factor in determining the size of the current award.
The number of options actually awarded in any year are based on an
evaluation of the individual's performance.
OTHER BENEFIT PROGRAMS
The executive officers participate in various health, life and
disability insurance programs, pension plan and a retirement savings
401(k) plan, that are generally made available to all salaried
employees. Executive officers also receive certain traditional
perquisites that are customary for their positions.
10
<PAGE> 14
The Committee believes that the overall program it has adopted, with
its emphasis on long term compensation, serves to focus the efforts of
the Company's executives on the attainment of a sustained high rate of
Company growth and profitability for the benefit of the Company and its
stockholders.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The Company's Chief Executive Officer, W. J. McKenna, has an
Employment Agreement. Effective May 1, 1994, his salary was increased
to $790,000 which is comparable to the compensation paid by companies
of similar size. Mr. McKenna has had an Employment Agreement with the
Company since 1982 which ends on November 30, 1996 and coincides with
Mr. McKenna's seventieth birthday.
The Committee approved a cash bonus to Mr. McKenna of $370,000 for
fiscal 1994 as the Company's performance exceeded the plan.
In approving the salary increase and the bonus for fiscal year 1994
and the grant of stock options in fiscal 1994 to Mr. McKenna, the
Committee took into account his level and scope of responsibilities and
contributions to the Company.
COMPANY POLICY ON QUALIFYING COMPENSATION
Internal Revenue Code Section 162(m), adopted in 1993, provides that
publicly-held companies may not deduct in any taxable year compensation
in excess of $1,000,000 paid to the CEO and other executive officers
which is not "performance based" as defined in Section 162(m). The
final regulations implementing Section 162(m) are expected later this
year. The Committee will continue to monitor the effect of this new
provision on the Company's existing compensation plan and will take
appropriate action if warranted in the future to maintain the
deductibility of payments under the plan.
COMMITTEE COMPOSITION
This Report is submitted by the members of the Committee as of April
30, 1994.
Richard P. Conerly
James S. Marcus
James J. Kerley, Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no interlocks or insider participation with any executive
officers of the Company or with the members of the Committee, Messrs.
Conerly, Kerley and Marcus.
11
<PAGE> 15
PERFORMANCE GRAPHS
The following graphs compare the performance of Kellwood common
shares with that of the S&P 500 and S&P Textile Indices. The graphs
plot the growth in value of an initial $100 investment over the
indicated time periods, with dividends reinvested.
[ 5 YEAR COMPARISON GRAPH ]
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------
4/89 4/90 4/91 4/92 4/93 4/94
- - -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kellwood $100 $56 $55 $110 $107 $146
S&P 500 Index $100 $111 $130 $148 $162 $171
S&P Textile Index $100 $108 $138 $151 $150 $132
- - -----------------------------------------------------------------------
<FN>
Note: Total return assumes reinvestment of dividends.
</TABLE>
12
<PAGE> 16
[ 10 YEAR COMPARISON GRAPH ]
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
4/84 4/85 4/86 4/87 4/88 4/89 4/90 4/91 4/92 4/93 4/94
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Kellwood $100 $131 $290 $437 $385 $417 $232 $227 $460 $447 $608
S&P 500 Index $100 $118 $160 $203 $190 $233 $258 $303 $346 $378 $398
S&P Textile Index $100 $127 $256 $357 $248 $299 $324 $414 $451 $450 $395
- - -------------------------------------------------------------------------------------------------------------------
<FN>
Note: Total return assumes reinvestment of dividends.
</TABLE>
OTHER OFFICER AGREEMENTS
The Company has agreements with Messrs. McKenna, Jacobsen, and
several of the other officers providing for compensation in connection
with termination of employment following a Change in Control, as well
as if all or substantially all of the Company's assets are sold by the
Company, or the Company is liquidated or ceases to function as a going
concern. These agreements provide for the payment of a lump sum within
five days of the date of termination equal to the sum of (a) two times
the officer's highest base salary in effect during the fiscal year in
which the date of termination occurs, (b) two times the officer's
average annual incentive awards during the last three full fiscal
years, (c) the incentive award which, pursuant to any benefit plan of
the Company, had accrued or would have accrued to the officer during
the last full fiscal year, and (d) the last bonus award earned by the
officer under the Company's annual bonus program.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Securities Exchange Act of 1934 requires all executive officers
and directors to report any changes in the ownership of common stock of
the Company to the Securities and Exchange Commission, the New York
Stock Exchange and the Company.
Based solely upon a review of these reports and written
representations that no additional reports were required to be filed in
fiscal 1994, the Company believes that all reports were filed on a
timely basis.
13
<PAGE> 17
APPROVAL OF AMENDMENTS TO THE KELLWOOD COMPANY
1990 OMNIBUS INCENTIVE STOCK PLAN (PROXY ITEM NO. 2)
1990 OMNIBUS INCENTIVE STOCK PLAN AMENDMENTS
NONEMPLOYEE DIRECTOR OPTIONS
Shareholders are asked to approve a Supplement to the Company's 1990
Omnibus Incentive Stock Plan (the "Plan") which would provide an
automatic 1,000 share option grant per year to each nonemployee
director. The purpose of the Supplement is to attract and retain
outstanding individuals to serve as members of the Board of Directors
of the Company by providing such persons opportunities to acquire
shares of the common stock of the Company on advantageous terms thereby
giving them a stake in the growth and profitability of the Company in
order to enable them to represent the viewpoint of other shareholders
of the Company more effectively.
Each nonemployee director would automatically be granted an option to
purchase 1,000 shares of common stock on the first business day
following the date of each annual meeting of shareholders of the
company held during the term of the Plan. Each option granted under the
Supplement would be exercisable at an option price equal to 100% of the
fair market value of the shares subject to option on the date of grant.
The option term under the Supplement is ten years. All options
granted to nonemployee directors become fully exercisable one year
after date of grant or on the date the optionee terminates service on
the Board in case of retirement, death or disability. Each option
granted under the Supplement expires three months after the date of the
optionee's termination of service for any reason other than death,
disability or retirement. The period of exercise following death is one
year and each option shall be exercisable for the balance of its term
in the case of retirement or disability.
Under current U.S. federal tax law, a nonemployee director who is
granted an option will not realize any taxable income at the time of
grant. The director will have taxable income at the time of exercise
equal to the difference between the option price and the fair market
value of the shares on the date of exercise and the Company will be
entitled to a corresponding deduction.
PLAN LIMITS AND SECTION 162(m) OF THE CODE
Shareholders are also asked to approve an amendment to the Plan which
would place a 300,000 share limit on the number of shares of stock
subject to stock options that may be granted to any employed
participant during the term of the Plan. This change is intended to
preserve the Company's tax deduction for stock options granted under
the Plan in 1994 and subsequent years.
The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to
the Internal Revenue Code ("Code"). Section 162(m) generally limits the
deduction that may be claimed for compensation paid to the Chief
Executive Officer and the four other highest paid executives in a given
year to $1,000,000, subject to certain exceptions. The rule applies to
all types of compensation, including amounts realized on exercise of
stock options unless the options and plan under which they are granted
qualify as "performance based" under the terms of the Code and related
regulations. The Company has been advised by counsel that approval of
the proposed plan limit amendment will permit future grants of stock
options under the Plan to meet the requirements for performance based
compensation and thus qualify for a tax deduction.
VOTE REQUIRED
The vote of a majority of the shares present and voting at the
meeting is required for approval of the Plan amendments.
There are seven Nonemployee Directors in the proposed Plan. If this
Plan Benefit had been in effect on August 4, 1993, the day after the
Annual Shareowners Meeting, the seven Nonemployee Directors, as a
group, would have been granted 7,000 option shares at an option price
of $20.04 for a total value of $140,280.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENTS TO THE PLAN.
14
<PAGE> 18
INDEPENDENT ACCOUNTANTS
The Audit Committee recommended to the Board and the Board approved
on June 1, 1994, the retention of Price Waterhouse to serve as the
Company's independent accountants for fiscal year 1995.
Representatives of Price Waterhouse will be present at the annual
meeting with the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
St. Louis, Missouri
July 14, 1994
15
<PAGE> 19
EXHIBIT A
KELLWOOD COMPANY
SUPPLEMENT TO 1990 OMNIBUS INCENTIVE STOCK PLAN
FOR OPTIONS TO NONEMPLOYEE DIRECTORS
1. PURPOSE. The purpose of this Supplement to the Kellwood Company
1990 Omnibus Incentive Stock Plan is to encourage directors who are not
officers or full-time employees of the Company or any of its
subsidiaries ("Nonemployee Directors") to become stockholders in the
Company thereby giving them a stake in the growth and profitability of
the Company, to enable them to represent the viewpoint of the
stockholders of the Company more effectively and to encourage them to
continue serving as directors.
2. ADMINISTRATION. This Supplement shall be administered by the Board
of Directors, whose interpretation of the terms and provisions of the
Supplement and whose determinations in matters pertaining to options
granted under the Supplement shall be final and conclusive.
3. GRANT OF OPTIONS. Each person who remains or becomes a Nonemployee
Director of the Company on the date of the 1994 annual meeting of
shareholders shall be granted an option to purchase 1,000 shares of
Common Stock on the first business day after the date of the 1994
annual meeting. Each person who becomes a Nonemployee Director after
the date of the 1994 annual meeting shall be granted an option to
purchase 1,000 shares of Common Stock on the first business day after
the date of the first annual meeting of shareholders at which such
person was elected or remained a Nonemployee Director.
Each Nonemployee Director who is granted an initial option to
purchase 1,000 shares of Common Stock as provided above shall be
granted additional options to purchase 1,000 shares of Common Stock on
the first business day after the date of each succeeding annual meeting
of shareholders at which the Nonemployee Director remains a member of
the Board.
4. OPTION PRICE. The option price for each option granted to
Nonemployee Directors shall be 100% of the fair market value of the
shares subject to option on the date of option grant. The option price
may be paid by check or by the delivery of shares of Common Stock then
owned by the participant.
5. TERM; TERMINATION OF SERVICE. The option term shall be ten years.
All options granted to Nonemployee Directors shall become fully
exercisable one year after the date of option grant or on the date the
optionee terminates service on the Board in case of retirement after
age 62, death or total disability. Each option granted to a Nonemployee
Director shall expire three months after the date of the optionee's
termination of service for any reason other than death, total
disability or retirement. The period of exercise following death shall
be one year. In the event of retirement or total disability each option
shall be exercisable for the balance of its ten year term.
6. STOCKHOLDER APPROVAL. This Supplement was adopted by the Board of
Directors of the Company on February 24, 1994. The Supplement shall be
null and void if stockholder approval is not obtained at the 1994
annual meeting of stockholders.
A-1
<PAGE> 20
KELLWOOD COMPANY
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R ANNUAL MEETING AUGUST 25, 1994
O
X
Y WILLIAM J. MCKENNA, THOMAS H. POLLIHAN, JANE B. CAMPBELL,
and each of them, are hereby appointed proxies of the
Shareowner(s) signing the reverse side hereof, with power of
substitution acting by a majority of the proxies present and
voting, or if only one proxy is present and voting then
acting by that one, to vote the shares of Kellwood Company
common stock which the Shareowner(s) is (are) entitled to
vote, at the ANNUAL MEETING OF SHAREOWNERS to be held at 600
Kellwood Parkway, St. Louis, Missouri on August 25, 1994, at
9:00 A.M., and at any adjournment thereof, with all the
powers the signing Shareowners would possess if present.
The proxies are instructed to vote as specified on the
REVERSE SIDE.
Election of Directors: (change of address)
W. Y. Fung, Jerry M. Hunter, ----------------------------------------
James C. Jacobsen, James S. ----------------------------------------
Marcus and William J. McKenna ----------------------------------------
----------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
BY THE SHAREOWNER(S), SEE REVERSE SIDE, BUT IF NO SPECIFICATION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR EACH OF THE MATTERS SET FORTH ON THE REVERSE SIDE, ALL AS
SET FORTH IN THE NOTICE OF ANNUAL MEETING DATED JULY 14, 1994,
AND THE ACCOMPANYING PROXY STATEMENT. DISCRETION WILL BE USED
WITH RESPECT TO VOTING SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
/SEE REVERSE/
/ SIDE /
000000
<PAGE> 21
/ X / Please mark your
votes as in this
example.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
______________________________________________
FOR AGAINST ABSTAIN
2. Approve amendments to the
Kellwood Company 1990 Omnibus / / / / / /
Incentive Stock Plan.
Change
of / /
Address
SIGNATURE(S) _______________________________ DATE _____________________
SIGNATURE(S) _______________________________ DATE _____________________
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such.
<PAGE> 22
Appendix
Pages 12 and 13 of the printed Proxy contain Performance Graphs.
The information contained in those graphs is depicted in the tables
that immediately follow each graph.
