<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ANTHONY INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ANTHONY INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(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:
________________________________________________________________________
(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>
[LOGO OF ANTHONY INDUSTRIES, INC.]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAY 5, 1994
To the Shareholders:
You are cordially invited to attend our Annual Meeting to be held at the
Company's main office, 4900 South Eastern Avenue, Los Angeles, California on
Thursday, May 5, 1994 at 10:00 a.m. (local time).
The Annual Meeting will be held for the following purposes:
1. To elect three directors to serve for a term of three years.
2. To approve the 1994 Incentive Stock Option Plan, as described in the
accompanying Proxy Statement and set forth in Exhibit A hereto.
3. To ratify the selection of Ernst & Young as independent auditors for
1994.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 31, 1994 are
entitled to notice of the meeting and to vote at it or any adjournments
thereof.
If it is convenient for you to do so, we hope you will attend the meeting.
If you cannot, and wish your stock to be voted, we urge you to fill out the
enclosed proxy card and return it to us in the envelope provided. No
additional postage is required.
B. I. Forester
Chairman and
Chief Executive Officer
Los Angeles, California
April 14, 1994
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
[LOGO OF ANTHONY INDUSTRIES, INC.]
4900 SOUTH EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Anthony
Industries, Inc. It may be revoked at any time before it is exercised by
delivering a written notice to the Secretary of the Company stating that the
proxy is revoked, by executing a subsequent proxy and presenting it to the
Secretary of the Company or by attending the annual meeting and voting in
person. Only shareholders of record at the close of business on March 31, 1994
will be entitled to notice of and to vote at the annual meeting. As of that
date, the Company had outstanding 11,228,124 shares of Common Stock, each
share entitled to one vote. It is anticipated that the mailing to shareholders
of this Proxy Statement and the enclosed proxy will commence on or about April
14, 1994.
Proxies will be solicited by mail, telephone or telegram and may be
personally solicited by directors, officers and other employees of the Company
and by Morrow & Co., 909 Third Avenue, New York, New York, which has been
engaged for a fee of $6,500 plus expenses for this purpose. The cost of
soliciting proxies will be borne by the Company.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. Under applicable Delaware
law, a broker non-vote will have no effect on the outcome of the matters to be
acted upon at the Annual Meeting, and an abstention will have the effect of a
vote against any proposal requiring an affirmative vote of a majority of the
shares present and entitled to vote thereon.
PRINCIPAL SHAREHOLDERS
Set forth below is the name, address and number of shares of Common Stock
beneficially owned as of March 31, 1994 by Bernard I. Forester, Chairman of
the Board and Chief Executive Officer of the Company, and each person known to
the Company to own 5% or more of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
SHARES OF PERCENT
SHAREHOLDER COMMON STOCK OF CLASS
----------- ------------ --------
<S> <C> <C>
Bernard I. Forester................................... 513,064(a) 4.6
4900 South Eastern Avenue
Los Angeles, CA 90040
</TABLE>
(Footnotes on following page)
1
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENT
SHAREHOLDER COMMON STOCK OF CLASS
----------- ------------ --------
<S> <C> <C>
Trust under Company's Employee Stock Ownership Plan... 2,280,112(b) 20.3
4900 South Eastern Avenue
Los Angeles, CA 90040
Myron P. Anthony...................................... 991,662(c) 8.8
4900 South Eastern Avenue
Los Angeles, CA 90040
David L. Babson & Company, Inc........................ 703,905(d) 6.3
One Memorial Drive
Cambridge, MA 02142-1300
Abraham L. Gray....................................... 590,034 5.3
Gray Capital Corp.
#1901-2075 Comox Street
Vancouver, BC V6G 1S2, Canada
College Retirement Equities Fund...................... 599,332(d) 5.4
730 Third Avenue
New York, NY 10017
</TABLE>
- --------
(a) Includes 7,350 shares of Common Stock which Mr. Forester has the right to
acquire through the exercise of currently exercisable options and 45,568
shares allocated to his account under the Company's ESOP. Does not include
stock options for an additional 91,800 shares of Common Stock which become
exercisable over a period of four years, or earlier in certain events.
(b) Includes shares allocated to the accounts of participants in the ESOP, the
voting of which is directed by such participants. Until shares are
allocated to the accounts of participants in the ESOP, they are voted by
the Trustee of the Trust in the same proportion as the allocated shares
are voted.
(c) Includes 755 shares allocated to Mr. Anthony's account under the Company's
ESOP and 990,907 shares as to which he has sole voting and investment
power. An additional 347,444 shares (3.1%) are owned by Mr. Anthony's
wife.
(d) Based on the most recently filed Schedules 13G of David L. Babson &
Company, Inc. and College Retirement Equities Fund dated January 25, 1994
and February 8, 1994, respectively.
2
<PAGE>
SECURITY HOLDINGS OF MANAGEMENT
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON
NAME MARCH 31, 1993 (a) PERCENT OF CLASS (b)
- ---- ---------------------- --------------------
<S> <C> <C>
Directors
Myron P. Anthony................. 991,662 8.8
Bernard I. Forester.............. 513,064 4.6
Richard L. Goldberg.............. 470 *
Abraham L. Gray.................. 590,034 5.3
Hugh V. Hunter................... 139,450 1.2
John H. Offermans................ 198 *
John B. Simon.................... 10,505 .1
Sol S. Weiner.................... 40,172 .4
Executive Officers (c)
Richard M. Rodstein.............. 157,770 1.4
John J. Rangel................... 57,003 .5
Woodrow P. Greene................ 8,529 .1
Robert E. Doyle.................. 64,013 .6
All Directors and Executive Offi-
cers as a group (22) 2,816,419 24.8
</TABLE>
- --------
(a) Includes the following shares subject to currently exercisable options:
Bernard I. Forester--7,350 shares; Richard M. Rodstein--44,766 shares;
John J. Rangel--14,337 shares; Woodrow P. Greene--3,387 shares, Robert E.
Doyle--7,808 shares; and all directors and officers as a group--119,562
shares. With the exception of the shares referred to in the preceding
sentence and the shares allocated to the accounts of Mr. Anthony (755
shares), Mr. Forester (45,568 shares), Mr. Rodstein (11,670 shares), Mr.
Rangel (5,817 shares), Mr. Greene (1,060 shares), Mr. Doyle (15,135
shares), and all directors and officers as a group (139,944 shares), under
the Company's ESOP, each of the named persons has sole voting and
investment power with respect to the shares beneficially owned by him.
(b) The shares subject to options described in note (a) for each individual
were deemed to be outstanding for purposes of calculating the percentage
owned by such individual.
(c) Executive officers, other than Mr. Forester, named in the Summary
Compensation Table below.
* Less than .1%.
Based on its review of Forms 3, 4 and 5 and any amendments thereto furnished
to the Company pursuant to Section 16 of the Securities Exchange Act of 1934,
all of such Forms were filed on a timely basis by reporting persons, with the
exception of one Form 4 filed by Mr. Simon 21 days late due to a loss in the
U.S. mail.
ELECTION OF DIRECTORS
Under the Certificate of Incorporation of the Company, the Board of
Directors is divided into three classes, two classes containing three
directors each and one class containing two directors,
3
<PAGE>
with the term of office of one of the classes expiring each year. Unless such
authority is withheld by an indication thereon, it is intended that the proxy
will be voted for election to the Board of Directors of the nominees named
below, to serve until the 1997 annual meeting of shareholders and until their
successors are elected and qualified. While the Board of Directors has no
reason to believe that any of those named will not be available as a
candidate, should such a situation arise the proxy may be voted for the
election of other nominees as directors in the discretion of the persons
acting pursuant to the proxy. Directors will be elected by plurality vote.
Certain information concerning the nominees and each director whose term of
office will continue after the 1994 annual meeting is set forth below:
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
FOR TERM SERVED AS
PRINCIPAL OF OFFICE DIRECTOR
NOMINEE OCCUPATION AGE EXPIRING SINCE
------- ---------- --- --------- ---------
<S> <C> <C> <C> <C>
Myron P. Anthony Chairman of the Executive Committee 76 1997 1959
Bernard I. Forester Chairman and Chief Executive Officer 66 1997 1966
Richard L. Goldberg(a) Partner 58 1997 1976
Proskauer Rose Goetz & Mendelsohn
Attorneys
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING
<CAPTION>
TERM SERVED AS
PRINCIPAL OF OFFICE DIRECTOR
NAME OCCUPATION AGE EXPIRES SINCE
---- ---------- --- --------- ---------
<S> <C> <C> <C> <C>
John H. Offermans Real estate broker and consultant 65 1996 1987
John B. Simon Private Investor 69 1996 1986
Sol S. Weiner(a) Managing Partner 75 1996 1979
Stenhouse, Weiner, Sherman, Ltd.
Private placement investments
Abraham L. Gray Chairman 70 1995 1984
Gray Capital Corp.
Investments
Hugh V. Hunter(a) President 76 1995 1972
Hugh V. Hunter Accountancy Corporation
Certified Public Accountant
</TABLE>
- --------
(a) Mr. Goldberg and Mr. Weiner are directors of Comtech Telecommunications
Corp., and Mr. Hunter is a director of Frederick's of Hollywood, Inc.
4
<PAGE>
With the exception of Mr. Goldberg, each of the directors has had the same
principal occupation or employment during the past five years. For many years
prior to 1990, Mr. Goldberg was a partner in the law firm of Botein Hays &
Sklar.
Mr. Goldberg is a member of a law firm which renders legal services to the
Company. Mr. Hunter renders business and tax consulting services to the
Company.
The Board of Directors held six meetings in 1993.
The Audit Committee of the Board of Directors, consisting of Mr. Gray, Mr.
Hunter, Mr. Offermans and Mr. Weiner, held two meetings in 1993. The functions
of the Committee include recommending to the Board the engagement or discharge
of independent auditors, directing investigations into matters relating to
audit functions, reviewing the plan and results of audit with the auditors,
reviewing the Company's internal accounting controls and approving services to
be performed by the auditors and related fees.
The Compensation Committee of the Board of Directors, consisting of Mr.
Anthony, Mr. Goldberg, Mr. Hunter and Mr. Simon, held three meetings in 1993.
The Committee considers and authorizes remuneration arrangements for senior
management, including the granting of options under the Company's stock option
plan.
The Board of Directors has no nominating committee.
Each of the Directors attended 75% or more of the meetings of the Board of
Directors and the Committees of which he is a member during 1993, except Mr.
Anthony who attended 70% of the meetings.
APPROVAL OF 1994 INCENTIVE STOCK OPTION PLAN
In February 1994 the Board of Directors adopted the 1994 Incentive Stock
Option Plan (1994 Plan), subject to shareholder approval at the 1994 Annual
Meeting. The 1994 Plan incorporates the Directors Stock Option Plan adopted by
the Board in December 1993, subject to shareholder approval at the 1994 Annual
Meeting. Under the 1994 Plan, options to purchase a maximum of 1,000,000
shares of Common Stock, currently equal to 8.9% of the Company's outstanding
shares, may be granted to any person who is an executive officer or other
valuable staff, managerial, professional or technical employee of the Company,
as determined by the Committee, including a director who is an employee of the
Company (Key Employee), and to non-employee directors (Eligible Directors).
The Board of Directors determined that the 1994 Plan would be in the Company's
best interests as it would more closely align the interests of Eligible
Directors and Key Employees with those of the Company's shareholders, would
provide added incentives to work toward the continued growth and success of
the Company and would help attract capable personnel and encourage them to
remain with the Company.
5
<PAGE>
The Company presently may grant incentive stock options (ISOs) and
nonqualified stock options (NQOs) to Key Employees pursuant to the Company's
1988 Incentive Stock Option Plan (1988 Plan). At March 31, 1994, there were
only 67,172 shares with respect to which ISOs and NQOs may be granted to such
Key Employees. If the 1994 Plan is approved by the shareholders, no additional
options will be granted under the 1988 Plan. If the 1994 Plan is not approved,
options may continue to be granted under the 1988 Plan until its termination
in 1998.
The following summary of certain provisions of the 1994 Plan is qualified in
its entirety by reference to the 1994 Plan, a copy of which is annexed as
Exhibit A.
The 1994 Plan will be administered by a committee (Committee) which shall be
either the Compensation Committee of the Board of Directors or a committee of
two or more directors to be appointed by the Board of Directors of the
Company. Members of the Committee who are Eligible Directors will be eligible
to participate in the 1994 Plan with respect to NQOs only. As to Key
Employees, the Committee will determine, among other things, the recipients of
grants, whether a grant shall consist of ISOs or NQOs, and the number of
shares to be subject to such options. However, the aggregate fair market value
of stock (determined as of the time the option is granted) with respect to
which ISOs granted to any employee under all option plans of the Company or
its subsidiaries first become exercisable in any calendar year may not exceed
$100,000. Under existing guidelines for the 1988 Plan, approximately 36
employees would be presently considered Key Employees eligible for grants.
The 1994 Plan provides for the granting of options to purchase the Company's
Common Stock at prices to be determined by the Committee, but in the case of
ISOs at not less than the fair market value on the date of the option grant.
On March 31, 1994, the closing sale price of the Company's Common Stock on the
New York Stock Exchange was $15.88. The total number of shares which may be
sold pursuant to the options granted under the 1994 Plan is 1,000,000. No
option may be granted for a term of more than ten years.
Eligible Directors will receive an initial grant of 1,000 NQOs and annual
grants thereafter of 500 NQOs. All grants to Eligible Directors shall be at
fair market value on date of grant and be exercisable as to 20% after one year
from date of grant, an additional 30% after two years and an additional 50%
after three years, all exercisable amounts being cumulative. The maximum
number of shares of Common Stock that may be granted under the 1994 Plan in
any year to the following officers of the Company, if selected to receive
grants of ISOs or NQOs, and if such officer is, as of the end of such year the
chief executive officer of the Company or among the four highest compensated
officers of the Company (other than the chief executive officer) as determined
pursuant to the executive compensation rules promulgated under the Securities
Exchange Act of 1934, is the following specified percentage of the total
number of options authorized for grant under the 1994 Plan at the time of
grant to such officer: chief executive officer--5%; chief operating officer--
5%; any senior vice president--4%; any vice president--3%.
6
<PAGE>
Upon the exercise of an option by an Eligible Director, the holder must make
payment in full of the aggregate purchase price for the shares, either in
cash, or by check, bank draft or money order payable to the order of the
Company. Generally, options may be exercised by an Eligible Director only
while he or she is a director of the Company and within three months after
cessation of service as a director.
Upon the exercise of an option by a Key Employee, the holder must make
payment in cash or in shares of the Company's Common Stock, or in a
combination of both, of the full option price. The Company may lend money to a
Key Employee in connection with the exercise of an option in a principal
amount not exceeding the lesser of (i) the fair market value of the shares
purchased upon exercise of the option, or (ii) the sum of the aggregate option
price being paid upon exercise of such option and the optionee's income taxes
estimated to be payable with respect to the exercise. Indebtedness with
respect to any loan made under the 1994 Plan must be satisfied in cash or,
with the consent of the Committee, by delivery of shares of Common Stock of
the Company having a fair market value on the date such loan is satisfied
equal to such indebtedness, or by a combination of cash and such shares.
Generally, options may be exercised only while the recipient is an employee of
the Company or its subsidiaries and within three months after termination of
employment.
The recipient of an ISO generally will not realize any income upon its
grant, or upon its exercise if no disposition of the shares received upon
exercise is made within two years from the date of grant or within one year
after the acquisition of the shares. The excess of the fair market value over
the exercise price of the shares received upon the exercise of an ISO,
however, is a tax preference item in the year of exercise which may subject
the recipient to an alternative minimum tax. If the foregoing holding periods
are met, the recipient will realize a long-term capital gain upon the
difference between the sale price and the exercise price, and the Company will
receive no deduction from taxable income. If these holding periods are not
met, the recipient generally will realize ordinary income to the extent of the
difference between the exercise price and the fair market value of the shares
on the date the option is exercised. However, if the disposition is by a sale
or exchange at a price less than the fair market value on the date of
exercise, then, in general, the amount of ordinary income is limited to the
gain realized on such sale or exchange. If the sale price exceeds the fair
market value on the date of exercise, such excess will be a capital gain,
long-term or short-term depending on the employee's holding period for such
stock. The Company will have a deduction in an amount equal to the ordinary
income realized by the optionee.
The recipient of a nonqualified option will not realize income upon the
grant of an option, but will realize ordinary income in the amount of the
difference between the fair market value of the stock on the date the option
is exercised and the exercise price. The amount of ordinary income will be
deductible in computing the taxable income of the Company. The option holder
will have a basis for the stock acquired equal to the fair market value of the
stock at the date of exercise. Any gain or loss realized upon the subsequent
sale of stock acquired on the exercise of the option will be a short-term or
long-term capital gain or loss depending on the optionee's holding period.
7
<PAGE>
The 1994 Plan will terminate on the tenth anniversary of its approval by the
shareholders unless earlier terminated by the Board of Directors. The Board
may also amend the Plan, except that it may not amend the Plan, without
shareholder approval, to increase the number of shares subject to the Plan or
change the class of persons eligible to receive options under the Plan. No
termination of the 1994 Plan will affect options outstanding at the time of
termination, and options granted prior to termination may extend beyond
termination.
Initial grants of options for 1,000 shares have been made to Eligible
Directors, subject to approval of the shareholders at the Annual Meeting. If
the shareholders do not approve the 1994 Plan, such grants will become null
and void. No options have been granted to Key Employees under the 1994 Plan,
and no determinations have been made regarding the Key Employees to whom
grants will be made in the future or the number of shares which will be
subject to future options, other than the grant limitations stated above as to
chief executive officer and the four highest compensated officers of the
Company other than the chief executive officer who are named each year in the
Company's proxy statement.
See "Executive Compensation--Option Grants in 1993" and "Aggregated Option
Exercises in 1993 and Year-End Option Values" for information concerning
options granted under the Company's 1988 Plan.
The affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote for the 1994
Plan is required for approval of the 1994 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
1994 INCENTIVE STOCK OPTION PLAN.
8
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return to shareholders, assuming
quarterly reinvestment of dividends, of the Company, the Russell 2000 Index
and a peer group of companies comprised of Figgie International, Inc., Huffy
Corporation, Johnson Worldwide Associates, Inc., Outboard Marine Corporation
and ProGroup, Inc. The graph assumes investment of $100 on December 31, 1988
in the Company's Common Stock, the Russell 2000 Index and common stock of the
peer group.
COMPARATIVE 5-YEAR TOTAL RETURNS
ANTHONY INDUSTRIES, INC., RUSSELL 2000, PEER GROUP
PERFORMANCE RESULTS THROUGH DECEMBER 31, 1993
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period ANTHONY RUSSELL
(Fiscal Year Covered) INDUSTRIES 2000 PEER GROUP
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-12/31/88 $100 $100 $100
FYE 12/31/89 $157.7 $116.2 $118.9
FYE 12/31/90 $ 68.9 $ 93.6 $113.7
FYE 12/31/91 $116.4 $136.7 $120.6
FYE 12/31/92 $156 $161.8 $121.9
FYE 12/31/93 $211.8 $192.4 $122.4
</TABLE>
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual and long-term
compensation from the Company and its subsidiaries for 1993 for the Chairman
and Chief Executive Officer and the four most highly compensated executive
officers of the Company (together, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
SECURITIES
UNDERLYING
NAME AND STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($)
------------------ ---- ---------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
B. I. Forester(a) 1993 $350,000 $430,100 36,000 $73,300(b)
Chairman and 1992 315,000 294,500 35,000 95,100(b)
Chief Executive Officer 1991 315,000 254,200 0 *
Richard M. Rodstein 1993 235,000 362,600 31,000 $20,900(c)
President and 1992 210,000 202,800 28,000 26,300(c)
Chief Operating Officer 1991 200,000 169,700 12,500 *
John J. Rangel 1993 150,000 191,700 11,000 $11,700(c)
Senior Vice President-- 1992 125,000 100,100 10,000 17,800(c)
Finance 1991 115,000 84,500 5,500 *
Woodrow P. Greene 1993 160,000 90,000 5,000 $ 7,200(c)
Vice President--Quality 1992 150,000 60,000 5,000 7,000(c)
& Process Improvement 1991 (d) (d) (d) *
Robert E. Doyle 1993 143,000 105,000 5,000 $22,000(c)
Senior Vice President & 1992 130,000 80,500 3,000 33,600(c)
President of Simplex
Products 1991 130,000 60,000 0 *
</TABLE>
- --------
(a) Mr. Forester is employed for a term expiring December 31, 1994 (subject to
extension) pursuant to an Employment Agreement which provides, among other
things, for basic compensation per year of not less than $275,000, such
additional compensation, if any, as the Board of Directors may determine,
certain death benefits and supplemental pension benefits and participation
in all employee benefit plans maintained for executives. The Agreement
also contains provisions designed to provide Mr. Forester, in substance,
with basic compensation and incentive compensation for the unexpired term
of the Agreement (but not less than three years), pension and other
employment benefits, and the net value of certain pension rights and any
stock options owned by him, if his employment terminates following a
change in control, as defined in the Agreement. The Agreement also
provides, in substance, that amounts receivable by Mr. Forester after a
change in control that are subject to additional excise or other taxes are
to be increased to preserve the net benefit to him of such payment.
(Footnotes continued on following page)
10
<PAGE>
(b) Dollar value of allocation to Mr. Forester's account in the Company's
Employee Stock Ownership Plan ($60,200 in 1993 and $83,400 in 1992) and
dollar value to Mr. Forester of premiums paid by the Company for a split-
dollar life insurance policy on Mr. Forester's life ($13,100 in 1993 and
$11,700 in 1992). Pursuant to the terms of an insurance agreement, among
other things, the Company pays all required premiums, and the policy's
death benefit will, in substance, be applied first to the repayment of any
outstanding loans to Mr. Forester from the insurance company, which may
not exceed $350,000 (which amount is presently outstanding), next to the
repayment to the Company of all premiums plus interest, and finally to the
Company and Mr. Forester's beneficiaries in varying proportions depending
upon the year of death.
(c) Dollar value of allocations to the accounts of the named individuals in
the Company's Employee Stock Ownership Plan.
(d) Mr. Greene became an executive officer in 1992, and therefore disclosure
as to his 1991 compensation is not required.
* No disclosure is required under the Securities and Exchange Commission
transition guidelines.
11
<PAGE>
The following table summarizes the number of shares and the terms and
conditions of stock options granted to the Chairman and Chief Executive
Officer and the other named executive officers in 1993.
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
NUMBER OF OPTIONS PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM (d)
OPTIONS DURING PRICE PER EXPIRATION -----------------
NAME GRANTED (a) 1993 SHARE (b) DATE (c) 5% 10%
- ---- ----------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
B. I. Forester... 36,000 24.3% $15.25 12/22/03 $345,900 $872,900
R. M. Rodstein... 31,000 21.0% $15.25 12/22/03 $297,800 $751,700
J. J. Rangel..... 11,000 7.4% $15.25 12/22/03 $105,700 $266,700
W. P. Greene..... 5,000 3.4% $15.25 12/22/03 $ 48,000 $121,200
R. E. Doyle...... 5,000 3.4% $15.25 12/22/03 $ 48,000 $121,200
</TABLE>
- --------
(a) All options granted to the named individuals in 1993 are exercisable as to
20% after one year from date of grant, an additional 30% after two years
and an additional 50% after three years. The option agreements contain a
provision under which the optionee may borrow money from the Company in
connection with the exercise of the options. The loans would be
collateralized by the shares acquired on exercise of the option and bear
interest, payable quarterly, at a fixed rate equal to the Applicable
Federal Rate, as published by the Internal Revenue Service, for the period
during which they are outstanding.
(b) The exercise price is the closing price of the Company's common stock on
December 22, 1993, the date of grant.
(c) All options granted to the named individuals in 1993 expire on the tenth
anniversary of the date of grant, subject to earlier expiration in the
event of the officer's termination of employment with the Company.
(d) In order for the named individuals to realize these potential values, the
closing price of the Company's common stock on December 22, 2003 would
have to be $24.86 and $39.50 per share, respectively.
12
<PAGE>
The following table summarizes exercises of stock options in 1993 which were
previously granted to the Chairman and Chief Executive Officer and the other
named executive officers, as well as the number of all unexercised options
held by them at the end of 1993, and their value at that date if they were in-
the-money.
AGGREGATED OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-
NUMBER OF SECURITIES MONEY OPTIONS AT 12/31/93
ON DATE OF EXERCISE UNDERLYING UNEXERCISED -------------------------------
---------------------- OPTIONS AT 12/31/93 EXERCISABLE UNEXERCISABLE
SHARES REALIZABLE ------------------------- --------------- ---------------
NAME ACQUIRED(a) VALUE EXERCISABLE UNEXERCISABLE SHARES TOTAL $ SHARES TOTAL $
---- ----------- ---------- ----------- ------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B. I. Forester.......... 10,721 $35,311 7,350 91,800 7,350 $ 31,850 91,800 $284,606
R. M. Rodstein.......... 1,000 $ 9,686 44,766 64,532 44,766 $253,717 64,532 $186,998
J. J. Rangel............ 14,337 22,431 14,337 $ 90,902 22,431 $ 64,967
W. P. Greene............ 3,387 10,276 3,387 $ 21,210 10,276 $ 33,143
R. E. Doyle............. 7,808 7,520 7,808 $ 43,818 7,520 $ 14,670
</TABLE>
- --------
(a) Optionees, in the discretion of the Compensation Committee, may be granted
the right to borrow money from the Company in connection with the exercise
of options under the 1988 Incentive Stock Option Plan. At December 31,
1993 the aggregate loans outstanding to executive officers in connection
with the exercise of stock options, including the exercises shown above,
and the weighted average Applicable Federal Rate at which they bear
interest were: Mr. Forester ($1,057,400, 6.94%); Mr. Rodstein ($427,600,
6.84%); Mr. Rangel ($157,700, 7.88%); Mr. Doyle ($77,500, 6.65%); Robert
J. Edwards ($193,900, 5.99%); and David H. Herzberg ($70,500, 3.56%).
PENSION PLANS
The Company maintains a defined benefit pension plan for the benefit of all
eligible employees subject to the plan. The plan is a tax-qualified, Company-
funded plan subject to the provisions of ERISA. Contributions to the plan,
which are made exclusively by the Company, are actuarially determined.
Benefits under the plan are based upon years of service and remuneration.
The table below illustrates approximate annual benefits under the Company's
pension plan based on the indicated assumptions:
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL PENSION UPON
RETIREMENT AT AGE 65(a)
-----------------------------------
COVERED 15 YEARS 20 YEARS 25 YEARS
COMPENSATION OF SERVICE OF SERVICE OF SERVICE(b)
------------ ---------- ---------- -------------
<S> <C> <C> <C>
$125,000................................ $24,900 $33,200 $41,500
150,000................................ 30,500 40,700 50,900
175,000................................ 36,200 48,200 60,300
200,000................................ 41,800 55,700 69,600
225,000................................ 47,400 63,200 79,000
235,840................................ 49,800 66,500 83,100
</TABLE>
(Footnotes on following page)
13
<PAGE>
- --------
(a) Mr. Forester's Employment Agreement provides for supplemental benefits,
payable out of the general funds of the Company, designed to provide a
maximum monthly benefit of 4.6% of his Average Accounting Base
Compensation, as defined in the Agreement, reduced by the monthly amount
he would receive under the Company's pension plan if benefits were paid as
a straight life annuity commencing at age 65. The agreement also provides
that upon Mr. Forester's death a monthly benefit of 4.6% of his Average
Accounting Base Compensation shall be paid to his survivor for up to five
years.
(b) An individual retiring at age 65 reaches his maximum pension (as a
percentage of covered compensation) after 25 years of service.
The Company's pension plan defines remuneration upon which annual benefits
are based as the average of the employee's highest five consecutive years'
earnings. Earnings include salary, wages, overtime pay, commissions, bonuses
and similar forms of incentive compensation actually paid during the year, not
exceeding certain amounts for sales personnel and in 1993 $235,840 for all
personnel.
Compensation for 1993 which would be included in the calculation of covered
compensation and credited years of service at December 31, 1993 for those
individuals named in the Summary Compensation Table who are participants in
the Company's pension plan are shown below.
<TABLE>
<CAPTION>
YEARS OF
NAME OF INDIVIDUAL AMOUNT SERVICE
------------------ -------- --------
<S> <C> <C>
Bernard I. Forester...................................... $235,840 28
Richard M. Rodstein...................................... 235,840 10
John J. Rangel........................................... 158,476 9
Woodrow P. Greene........................................ 189,808 1
Robert E. Doyle.......................................... 144,095 14
</TABLE>
DIRECTORS' COMPENSATION
In 1993, directors who were not salaried officers of the Company were paid
$1,500 per calendar quarter for their services as directors, $1,000 per
calendar quarter for each committee position held by them and $1,000 per
meeting day for each meeting of the Board of Directors and of any committee
which they attended. They were also reimbursed for out-of-pocket expenses.
Directors may elect to defer the receipt of fees. Interest on deferred fees is
accrued quarterly based on the average interest rate earned by the Company in
the preceding quarter on its short-term commercial paper. Under the Company's
Directors' Medical Expense Reimbursement Plan, non-employee directors are
reimbursed at the rate of 185% for up to $10,000 of medical and dental
expenses not covered under other health insurance plans. For 1993, an
aggregate of $72,200 was paid under such plan.
14
<PAGE>
The Company maintains a Non-Employee Directors' Benefit Plan, payable out of
the general funds of the Company, under which a non-employee director who is
vested (at least ten years of service as a director) is entitled to receive,
in general, an annual retirement benefit during the period commencing upon the
later of age 55 and the date the director retires from the Board of Directors
(the "Commencement Date") and ending upon the earlier of the director's death
or the number of years equal to the director's years of service as a non-
employee director. Under the Plan, the annual retirement benefit is the
product of (i) the director's average annual fees (based on the three-year
period immediately preceding retirement from the Board of Directors) and (ii)
the sum of .55 plus an additional .05 for each full year of service in excess
of 11 years of service and up to 20 years. A director may make an irrevocable
election so that, in lieu of the retirement benefit described above, the
director's beneficiary would instead receive, on the director's postretirement
death, the discounted value of such benefit. In the event of a change in
control, as defined in the Plan, a vested director would receive on retirement
an actuarially reduced lump sum payment in lieu of instalment payments.
COMPENSATION COMMITTEE REPORT
COMPENSATION PHILOSOPHY
The principal goal of the executive compensation program as administered by
the Committee continues to be to support and reinforce the Company's mission
statement and help the Company attract, motivate and retain the executive
talent the Company needs to maximize shareholder value.
The key elements of the executive compensation program and the objectives of
each element are generally as follows:
Base salary
. Establish base salaries that are competitive with those for comparable
positions at similar-sized companies
. Provide base salary increases from time to time, as appropriate, that
are consistent with the Company's overall financial performance, reward
successful individual performance and keep pace with competitive
practices.
Annual Incentive
. Create the potential for annual incentive awards that reflect superior
financial performance and recognize individual contributions
. Provide awards that will bring the level of total annual cash
compensation (base salary plus annual incentive award) above the average
for comparable positions at similar-sized companies when targeted
superior performance levels are achieved
Long-term incentives
. Provide opportunities for meaningful stock ownership as a means of
reinforcing the alignment of executives' interests with those of the
Company's shareholders and providing long-term incentives
15
<PAGE>
SUMMARY OF ACTIONS TAKEN WITH RESPECT TO THE NAMED EXECUTIVE OFFICERS
During 1993, the Committee directly observed the performance of each of the
Company's executive officers, discussed with Mr. Forester, the Chairman and
Chief Executive Officer, the performance of each of the other executive
officers, and regularly exchanged views about these matters with other members
of the Board of Directors. The Committee also consulted with representatives
of Towers Perrin, compensation consultants, in connection with its
determinations. The actions taken by the Committee with respect to the named
executive officers are described below.
Base Salary. By the end of 1992, the Company had completed a period of three
years with virtually no management salary increases, other than selective
adjustments in December 1991 largely to reflect cost of living increases. In
recognition of the steady improvement in the Company's earnings and financial
strength during the three-year period 1990 to 1992, and in keeping with the
Company's philosophy to remain competitive in salary structure with similar-
sized companies (based on comparative information furnished by Towers Perrin),
the Committee in December 1992 approved salary increases effective for the
year 1993 of 11.1% for Mr. Forester and an average of 11.9% for the other
named executive officers.
Annual Incentive. During 1992, at the recommendation of the Committee, the
Board of Directors terminated the incentive compensation plan in effect since
1967. Subsequently, the Board adopted a new Executive Officers' Incentive
Compensation Plan (the Plan), which provides, in substance, for the annual
determination by the Committee of the minimum level of Incentive Compensation
Income (pretax income before bonus provision) to be achieved before a bonus
pool for the Plan participants accrues, the rate at which such pool accrues,
and the executive officers to participate in the Plan. For 1993, the
Committee, based in part on comparative information furnished by Towers
Perrin, adopted a three-step formula providing for rates of accrual keyed into
returns on average shareholder equity, which yielded a pool of approximately
$1,100,000. The Committee also selected the Chief Executive Officer, the
President and Chief Operating Officer, the Senior Vice President--Finance and
the Senior Vice President--Corporate Planning and Development as the Plan
participants for 1993, and adopted performance criteria for Mr. Forester and
the other Plan participants to assist it in determining the allocation of the
bonus pool. Such performance criteria included for Mr. Forester the extent to
which the Company achieved targeted levels of (a) total return to
shareholders, (b) earnings per share, and (c) after-tax return on
shareholders' equity, and, for the other named executive officers
participating in the Plan, the extent to which certain business plan
objectives for which such individuals were directly responsible were met.
The Committee awarded Mr. Forester a 1993 incentive award of $430,100 from
the bonus pool, primarily in recognition of the Company substantially
exceeding the aforementioned targeted financial performance criteria for 1993.
The Committee considered, among other things, that total
16
<PAGE>
return to shareholders for 1993 (35.7%) also significantly exceeded comparable
returns for the Russell 2000 Index and Anthony's Peer Group. In addition to
allocating the remainder of the Pool among the other Plan participants in
accordance with the applicable targeted performance criteria, the Committee
granted the executive officers who were not made participants in the Plan
aggregate 1993 incentive compensation significantly greater than the prior
year's because of such officers' contributions to the achievement of the
Company's major 1993 business plan objectives, particularly in new product
development and advancement of the Anthony Improvement Process.
Long-Term Incentive. The Committee believes that significant equity
interests in the Company held by management, created in part through long-term
incentives, more closely align the interests of shareholders and management.
For 1993, the Committee awarded long-term incentives to key employees in the
form of stock options having an exercise price equal to the market price of
Anthony's stock on the date of grant and generally vesting over three years.
By utilizing such pricing and vesting, the Committee intended that the full
benefit of a key employee's compensation package for 1993 will, in general, be
realized only if stock price appreciation occurs during the three-year vesting
period and the key employee does not leave the Company during that period.
In determining the number of options awarded to executive officers, the
Committee considered information presented by Towers Perrin from a survey of
companies with less than $500 million in sales. The Committee's awards
reflected its assessment of, among other things, each executive's performance
and the potential impact of each executive's anticipated contribution to long-
term growth in shareholder value, as well as each executive's outstanding
options. Against that background, in 1993 Mr. Forester was granted options for
36,000 shares, and the other named executive officers were granted options
ranging from 31,000 to 5,000 shares.
Richard L. Goldberg, Chair
Myron P. Anthony
Hugh V. Hunter
John B. Simon
17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Anthony, Goldberg, Hunter and Simon served on the Compensation
Committee of the Company in 1993.
Although Mr. Anthony, the Chairman of the Executive Committee of the Board
of Directors, serves on the Committee, he does not participate in any
decisions regarding his own compensation as an executive officer. Mr. Anthony
receives an annual salary of $100,000, an amount he has received each year
since 1986, and is a participant in the Company's Employee Stock Ownership
Plan. He does not participate in any of the Company's bonus, stock option or
pension plans.
Mr. Goldberg is a member of the law firm of Proskauer Rose Goetz &
Mendelsohn, which provides legal services to the Company, and Mr. Hunter is
the sole shareholder of Hugh V. Hunter Accountancy Corporation, which provides
business and tax consulting services to the Company. For services in 1993, the
Company and its subsidiaries paid business and tax consulting fees of $54,700
to the Hugh V. Hunter Accountancy Corporation.
EMPLOYMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors has
chosen the firm of Ernst & Young, Certified Public Accountants, as independent
auditors to examine the consolidated financial statements of the Company for
the year 1994. A representative of Ernst & Young is expected to be present at
the annual meeting with the opportunity to make a statement, if he so desires,
and to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the Company's 1995
annual meeting of shareholders must be received by the Company no later than
December 14, 1994 for inclusion in the proxy statement and form of proxy for
that meeting.
18
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
meeting. If other matters do properly come before the meeting, the persons
acting pursuant to the proxy will vote on them in their discretion. A copy of
the 1993 Annual Report to shareholders is being mailed with this Proxy
Statement.
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER OF RECORD AS OF MARCH 31, 1994,
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1993 (EXCLUDING EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE SUPPLIED WITHOUT CHARGE. REQUESTS SHOULD BE DIRECTED TO THE
SECRETARY OF ANTHONY INDUSTRIES, INC., 4900 SOUTH EASTERN AVENUE, LOS ANGELES,
CALIFORNIA 90040.
B. I. Forester
Chairman, and
Chief Executive Officer
Los Angeles, California
April 14, 1994
19
<PAGE>
EXHIBIT A
ANTHONY INDUSTRIES, INC.
1994 INCENTIVE STOCK OPTION PLAN
1. PURPOSES OF THE PLAN
The purposes of this Anthony Industries, Inc. 1994 Incentive Stock Option
Plan (the "Plan") are to enable Anthony Industries, Inc. (the "Company") and
its Subsidiaries (as defined herein) to attract, retain and motivate Key
Employees (as defined herein) who are important to the success and growth of
the business of the Company, to enable the Company to attract, retain and
motivate the most qualified individuals to serve as directors, and to create a
long-term mutuality of interest between the stockholders of the Company and
such Key Employees and directors by granting them options (which may, in the
case of Key Employees, be either incentive stock options (as defined herein)
or nonqualified stock options) to purchase the Company's Common Stock.
2. DEFINITIONS
(a) "ACT" means the Securities Exchange Act of 1934, as it may be amended
from time to time, or any successor statute.
(b) "ANNUAL GRANT DATE" means January 2 of each year during the term of the
Plan; provided, however, that if such date is not a date on which any stock
exchange on which the Common Stock is then traded or NASDAQ is open for
trading, the Annual Grant Date shall be the immediately succeeding date on
which such trading occurs.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means such committee, if any, appointed by the Board to
administer the Plan, in conformity with Rule 16b-3 promulgated under the Act,
consisting of two or more directors as may be appointed from time to time by
the Board. If the Board does not appoint a committee for this purpose,
"Committee" means the Board.
(f) "COMMON STOCK" means the common stock of the Company, par value $1.00
per share, any common stock into which such Common Stock may be converted, and
any common stock resulting from any reclassification of the Common Stock.
(g) "COMPANY" means the Company and its Subsidiaries, any of whose employees
are Participants in the Plan.
A-1
<PAGE>
(h) "DISABILITY" means permanent and total disability, as determined by the
Committee in its sole discretion, provided that in no event shall any
disability that is not a permanent and total disability within the meaning of
Section 22(e)(3) of the Code be treated as a Disability. A Disability shall be
deemed to occur at the time of the determination by the Committee of the
Disability.
(i) "ELIGIBLE DIRECTOR" means a director of Anthony Industries, Inc. who is
not an officer or employee of the Company or any of its Subsidiaries.
(j) "FAIR MARKET VALUE" means the value of a Share (as defined herein) on a
particular date, determined as follows:
(i) If the Common Stock is listed or admitted to trading on such date on
a national securities exchange or quoted on the National Market System of
the National Association of Securities Dealers' Automated Quotations
Systems ("NASDAQ"), the closing sales price of a Share as reported on the
relevant composite transaction tape, if applicable, or on the principal
such exchange (determined by trading volume in the Common Stock) or through
the National Market System, as the case may be, on such date, or in the
absence of reported sales on such day, the mean between the reported bid
and asked prices reported on such composite transaction tape or on such
exchange or through the National Market System, as the case may be, on such
date; or
(ii) If the Common Stock is not listed or quoted as described in the
preceding clause, but bid and asked prices are quoted through NASDAQ, the
mean between the closing bid and asked prices as quoted through NASDAQ on
such date; or
(iii) If the Common Stock is not listed or quoted as described in clauses
(i) or (ii) above, by such other method as the Committee determines to be
reasonable and consistent with applicable law; or
(iv) If the Common Stock is not publicly traded, such amount as is set by
the Committee in good faith.
(k) "INCENTIVE STOCK OPTION" means any Option which is intended to qualify
as an "incentive stock option" as defined in Section 422 of the Code.
(l) "KEY EMPLOYEE" means any person who is an executive officer or other
valuable staff, managerial, professional or technical employee of the Company,
as determined by the Committee. A Key Employee may also be a director of the
Company.
(m) "OPTION" means the right to purchase one Share at a prescribed purchase
price on the terms specified in the Plan. An Option may be an Incentive Stock
Option or a nonqualified option.
(n) "PARTICIPANT" means an Eligible Director or a Key Employee of the
Company who is granted Options under the Plan.
A-2
<PAGE>
(o) "PURCHASE PRICE" means the purchase price per share payable upon
exercise of an option.
(p) "SECURITIES ACT" means the Securities Act of 1933, as it may be amended
from time to time, or any successor statute.
(q) "SHARE" means a share of Common Stock.
(r) "SUBSIDIARY" means any "subsidiary corporation" within the meaning of
Section 424(f) of the Code. An entity shall be deemed a Subsidiary of the
Company only for such periods as the requisite ownership relationship is
maintained.
(s) "SUBSTANTIAL STOCKHOLDER" means any Participant who is a Key Employee
and who, at the time of grant, owns directly or is deemed to own, by reason of
the attribution rules set forth in Section 424(d) of the Code, Shares
possessing more than 10% of the total combined voting power of all classes of
stock of the Company.
(t) "TERMINATION OF EMPLOYMENT" means that an individual is no longer an
employee of the Company or any Subsidiary. In the event an entity shall cease
to be a Subsidiary of the Company, any individual who is not otherwise an
employee of the Company or another Subsidiary shall suffer a Termination of
Employment at the time the entity ceases to be a Subsidiary. A leave of
absence approved by the Committee shall not constitute a Termination of
Employment.
3. EFFECTIVE DATE; EXPIRATION OF PLAN
The Plan shall become effective upon its adoption by the Board of Directors
(the "Effective Date"), subject to the approval of the stockholders of the
Company at the next succeeding Annual Meeting of Stockholders. The Plan will
terminate on the tenth anniversary of the Effective Date, unless earlier
terminated in accordance with Section 12. No option shall be granted under the
Plan on or after the tenth anniversary of the Effective Date, but Options
previously granted may extend beyond that date.
4. ADMINISTRATION
(a) DUTIES OF THE COMMITTEE. The Plan shall be administered by the
Committee. The Committee shall have full authority, subject to the terms of
the Plan: to interpret the Plan and to decide all questions and settle all
controversies and disputes that may arise in connection with the Plan; to
establish, amend, and rescind rules for carrying out the Plan; to administer
the Plan; to select Key Employees to participate in, and grant Options to Key
Employees under, the Plan; to determine the terms, exercise price and
permitted forms of payment for each Option granted under the Plan to Key
Employees; to determine which Options granted under the Plan to Key Employees
shall be Incentive Stock Options; to prescribe the form or forms of the
agreements evidencing Options and any other instruments required under the
Plan and to change such forms from time to
A-3
<PAGE>
time; and to make all other determinations and take all such steps in
connection with the Plan and the Options as the Committee, in its sole
discretion, deems necessary or desirable. Except with respect to Options
granted to Eligible Directors under Section 8, the Committee shall not be
bound to any standards of uniformity or similarity of action, interpretation
or conduct in the discharge of its duties, regardless of the apparent
similarity of the matters coming before it. The determination, action or
conclusion of the Committee in connection with the foregoing shall be final
and conclusive.
(b) ADVISORS. The Committee may designate officers or other employees of the
Company or competent professional advisors to assist it in the administration
of the Plan, and may grant authority to such persons to execute Option
Agreements (as defined herein) or other documents on behalf of the Committee.
The Committee may employ such legal counsel, consultants and agents as it may
deem desirable for the administration of the Plan, and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred by the Committee
in the engagement of such counsel, consultants and agents shall be paid by the
Company.
(c) INDEMNIFICATION. No officer, member or former member of the Committee
shall be liable for any action taken or made in good faith with respect to the
Plan or any Option granted under it. To the maximum extent permitted by
applicable law, each officer, member or former member of the Committee and the
Board shall be indemnified and held harmless by the Company against any cost
or expense (including reasonable fees of counsel reasonably acceptable to the
Company) or liability (including any sum paid in settlement of a claim), and
advanced all amounts necessary to pay the foregoing at the earliest time and
to the fullest extent permitted by applicable law, arising out of any act or
omission to act in connection with the Plan. Such indemnification shall be in
addition to any rights of indemnification the officers, members or former
members may have as officers or directors under applicable law or under the
Certificate of Incorporation or By-Laws of the Company.
(d) MEETINGS OF THE COMMITTEE. The Committee shall select one of its members
as a Chairman and shall adopt such rules and regulations as it shall deem
appropriate concerning the holding of its meetings and the transaction of its
business. Any member of the Committee may be removed at any time, either with
or without cause, by resolution adopted by the Board, and any vacancy on the
Committee may at any time be filled by resolution adopted by the Board. All
determinations by the Committee shall be made at a meeting duly called and
held at which a majority of the members of the Committee are in attendance in
person or through telephonic communication. Any determination set forth in
writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made by a majority vote of the members at a
meeting duly called and held.
A-4
<PAGE>
5. SHARES; ADJUSTMENT UPON CERTAIN EVENTS.
(a) SHARES TO BE DELIVERED. Shares to be issued under the Plan shall be made
available, at the discretion of the Board, either from authorized but unissued
Shares or from issued Shares reacquired by the Company and held in treasury.
No fractional Shares will be issued or transferred upon the exercise of any
Option.
(b) NUMBER OF SHARES. Subject to adjustment as provided below in this
Section 5, the maximum aggregate number of Shares that may be issued under the
Plan shall be 1,000,000. If Options are for any reason canceled, or expire or
terminate unexercised, the Shares covered by such Options shall again be
available for grant of Options, subject to the limit provided in the preceding
sentence.
(c) ADJUSTMENTS; RECAPITALIZATION; ETC. The existence of the Plan and
Options granted hereunder shall not affect in any way the right of power of
the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure, any merger or consolidation of the Company, any issue of
bonds, debentures, preferred or prior preference stocks ahead of or affecting
Common Stock, the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business or any other corporate
act or proceeding. If the Company takes any such action, however, the
following provisions shall, to the extent applicable, govern:
(i) If and whenever the Company shall effect a stock split, stock
dividend, subdivision, recapitalization or combination of Shares or other
change in the Company's capital stock, (x) the Purchase Price per Share and
the number and class of Shares and/or other securities with respect to
which outstanding Options thereafter may be exercised, and (y) the total
number and class of Shares and/or other securities that may be issued under
the Plan, shall be proportionately adjusted by the Committee. The Committee
may also make such other adjustments as it deems necessary to take into
consideration any other event (including, without limitation, accounting
changes) if the Committee determines that such adjustment is appropriate to
avoid distortion of the operation of the Plan.
(ii) Subject to Section 5(c)(iii), if the Company merges or consolidates
with one or more corporations, then, from and after the effective date of
such merger or consolidation, upon exercise of Options theretofore granted,
the Participant shall be entitled to acquire under such Options, in lieu of
the number of Shares as to which such Options shall then be exercisable but
on the same terms and conditions of exercise thereof, the number and class
of Shares and/or other securities or properties (including cash) which the
Participant would have held or been entitled to receive immediately after
such merger or consolidation if, immediately prior to such merger of
consolidation, the Participant had been the holder of record of the total
number of Shares receivable upon exercise of such Options (whether or not
then exercisable) had such merger or consolidation not occurred.
A-5
<PAGE>
(iii) In the event of a merger or consolidation in which the Company is
not the surviving entity or any transaction that results in the acquisition
of substantially all of the Company's outstanding Common Stock by a single
person or entity or by a group of persons and/or entities acting in
concert, or in the event of the sale or transfer of all of the Company's
assets (all of the foregoing being referred to as "Acquisition Events"),
the Committee may, in its sole discretion, terminate all outstanding
Options granted to Key Employees by delivering notice of termination to
such Key Employee, provided that, during the twenty (20) day period
following the date on which such notice of termination is delivered, each
Participant who is a Key Employee shall have the right to exercise in full
all of his or her Options that are then outstanding (without regard to any
limitations on exercisability otherwise contained in the Option
Agreements). If an Acquisition Event occurs and the Committee does not
terminate the outstanding Options granted to Key Employees pursuant to the
preceding sentence, then the provisions of Section 5(c)(ii) shall apply.
(iv) In the event of an Acquisition Event, then each outstanding Option
granted to Eligible Directors shall terminate on the date immediately
preceding the date of the Acquisition Event or, if applicable, the record
date set in connection with such Acquisition Event; provided that, during
the twenty (20) day period ending on the date of such termination, each
Eligible Director shall have the right to exercise in full all of his or
her then outstanding Options, whether or not such Options are otherwise
then exercisable, and the Committee shall give prior notice of such
Acquisition Event and termination as promptly as is reasonably practicable
under the circumstances.
(v) Subject to Section 5(b), the Committee may grant Options under the
Plan in substitution for options held by employees of another corporation
who concurrently become employees of the Company as the result of a merger
or consolidation of the employing corporation with the Company, or as the
result of the acquisition by the Company of property or stock of the
employing corporation. Such substitute awards may be granted on such terms
and conditions as the Committee considers appropriate in the circumstances.
(vi) If, as a result of any adjustment made pursuant to the preceding
paragraphs of this Section 5, any Participant shall become entitled upon
the exercise of Options to receive any securities other than Common Stock,
the number and class of securities thereafter receivable upon exercise
shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Common Stock set forth in this Section 5, as determined by the Committee in
its sole discretion.
(vii) Except as expressly provided above, the issuance by the Company of
shares of stock of any class, or securities convertible into shares of
Stock of any class, for cash, property, labor or services, whether upon
direct sale, upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or other securities, and in any case whether
or not for
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fair value, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number and class of Shares and/or other
securities or property subject to Options theretofore granted or the
Purchase Price per Share.
6. AWARDS AND TERMS OF OPTIONS FOR KEY EMPLOYEES
(a) GRANT. The Committee may grant Options, including Options intended to be
Incentive Stock Options, to Key Employees of the Company. Each Option shall be
evidenced by an Option agreement (the "Option Agreement") in such form not
inconsistent with the Plan as the Committee shall approve from time to time.
(b) EXERCISE PRICE. The purchase price per share (the "Purchase Price")
deliverable upon the exercise of an Option granted to a Key Employee shall be
determined by the Committee (but in no event less than par value of the
Share), except that the Purchase Price of an Incentive Stock Option shall not
be less than 100% (110% for an Incentive Stock Option granted to a Substantial
Stockholder) of the Fair Market Value at the time the Incentive Stock Option
is granted.
(c) NUMBER OF SHARES. Each Option Agreement shall specify the number of
Options granted to the Key Employee, as determined by the Committee in its
sole discretion. The maximum number of shares of Common Stock that may be
granted under the Plan in any year to the following officers of the Company,
if selected as Participants, and if such officer is, as of the end of such
year the chief executive officer of the Company or among the four highest
compensated officers of the Company (other than the chief executive officer)
as determined pursuant to the executive compensation rules promulgated under
the Act, is the following specified percentage of the total number of Options
authorized for grant under the Plan at the time of grant to such officer:
chief executive officer--5%; chief operating officer--5%; any senior vice
president--4%; any vice president--3%.
(d) EXERCISABILITY. At the time of grant, the Committee shall specify when
and on what terms the Options granted to a Key Employee shall be exercisable.
In the case of Options not immediately exercisable in full, the Committee may
at any time accelerate the time at which all or any part of the Options may be
exercised. No Option shall be exercisable after the expiration of ten (10)
years from the date of grant (five (5) years in the case of an Incentive Stock
Option granted to a Substantial Stockholder). Every Option shall be subject to
earlier termination as provided in Section 7 below.
(e) SPECIAL RULE FOR INCENTIVE STOCK OPTIONS. If required by Section 422 of
the Code or any successor provision, to the extent the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Key Employee during any calendar year
(under all plans of his or her employer corporation and its parent and
subsidiary corporations) exceeds $100,000 (or such other amount as may be
provided from time to time under
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Section 422 of the Code or any successor provision), such Options shall not be
treated as Incentive Stock Options. Nothing in this special rule shall be
construed as limiting the exercisability of any Option.
(f) ACCELERATION OF EXERCISABILITY ON CHANGE OF CONTROL. Upon a Change of
Control of the Company (as defined herein) all outstanding Options granted to
Key Employees not then fully exercisable shall immediately become fully
exercisable. For this purpose, a "Change of Control" shall be deemed to have
occurred if:
(i) any person (or group of persons acting in concert) other than the
Company's Employee Stock Ownership Plan becomes the beneficial owner of 20%
or more of the Company's outstanding voting securities or securities
convertible into such amount of voting securities; or
(ii) within two years after a tender offer or exchange offer, or as the
result of a merger, consolidation, sale of substantially all of the
Company's assets or a contested election of the Board of Directors, or any
combination of such transactions, the persons who were directors of the
Company prior to such transaction do not constitute a majority of the Board
of Directors of the Company or its successor; provided, however, that no
transaction shall be deemed to constitute a Change in Control if such
transaction is approved by two-thirds of the Prior Directors of the Company
and the Successor Directors (each as hereafter defined), if any, voting
together. For purposes of this Agreement, Prior Directors are those
directors of the Company in office immediately prior to such event, and
Successor Directors are successors to Prior Directors who were recommended
to succeed Prior Directors by a majority of the Prior Directors then in
office.
(g) EXERCISE OF OPTIONS.
(i) METHOD. A Key Employee may elect to exercise Options by giving
written notice to the Secretary of the Company of such election and of the
number of Options such Participant has elected to exercise, accompanied by
payment in full of the aggregate Purchase Price for the number of shares
for which the Options are being exercised.
(ii) LOANS.
(A) The Company may lend money to a Key Employee in connection with
the exercise of an Option on the terms and subject to the conditions
hereinafter provided in this Paragraph 6(g)(ii) and such other terms
and conditions not inconsistent therewith as the Committee may
determine.
(B) A loan made under the Plan shall not exceed in principal amount
the lesser of (i) the Fair Market Value on the date the loan is made of
the Shares purchased upon exercise of the Option with respect to which
the loan is made, or (ii) the sum of the aggregate Purchase Price being
paid upon exercise of such Options and the Optionee's income taxes
estimated to be payable with respect to the exercise of such Options.
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(C) Indebtedness with respect to any loan made under this Plan shall
be satisfied in cash or, with the consent of the Committee, by delivery
of Shares having a Fair Market Value on the date such loan is satisfied
equal to such indebtedness, or by any combination of cash and such
Shares.
(D) Options granted under the Plan shall include a provision
permitting loans under this Paragraph 6 if, and on such terms and
conditions as, the Committee in its discretion has so determined, such
provision to be evidenced in the recorded actions of the Committee and
expressly provided in the Option Agreement delivered to the Key
Employee.
(iii) PAYMENT. Shares purchased pursuant to the exercise of Options
granted to Key Employees shall be paid for at the time of exercise as
follows:
(A) in cash or by check, bank draft or money order payable to the
order of the Company;
(B) if so permitted by the Committee: (i) through the delivery of
unencumbered Shares (including Shares being acquired pursuant to the
Options then being exercised), provided such Shares (and such Options)
have been owned by the Key Employee for such periods as may be required
by applicable accounting standards to avoid a charge to earnings, or
(ii) through a combination of Shares and cash as provided above;
(C) through the delivery of irrevocable instructions to a broker to
deliver promptly to the Company an amount equal to the aggregate
Purchase Price; or
(D) on such other terms and conditions as may be acceptable to the
Committee and in accordance with the General Corporation Law of the
State of Delaware.
Upon receipt of payment, the Company shall deliver to the Participant as soon
as practicable a certificate or certificates for the Shares then purchased.
7. EFFECT OF TERMINATION OF EMPLOYMENT
(a) DEATH AND DISABILITY. Upon the Termination of Employment of a Key
Employee, all outstanding Options then exercisable (and any outstanding
Options not previously exercisable but made exercisable by the Committee at or
after the Termination of Employment) shall remain exercisable by the Key
Employee for the following time periods (subject to the ten-year limit set
forth in Section 6(d)):
(i) In the event of the Key Employee's death, such Options shall remain
exercisable (by the Key Employee's estate or by the person given authority
to exercise such Options by the Key Employee's will or by operation of law)
for a period of one (1) year from the date of the Key Employee's death,
provided that the Committee, in its sole discretion, may at any time extend
such time period to up to three (3) years from the date of the Key
Employee's death.
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(ii) In the event the Key Employee's employment terminates due to
Disability, such Options shall remain exercisable for one (1) year from the
date of the Key Employee's Termination of Employment, provided that the
Committee, in its sole discretion, may at any time extend such time period
to up to three (3) years from the date of the Key Employee's Termination of
Employment.
(b) OTHER TERMINATION. In the event of a Termination of Employment for any
reason other than as provided in Section 7(a) or in 7(c), all outstanding
Options shall remain exercisable after such Termination of Employment (but
only to the extent exercisable immediately prior thereto) for a period of
three (3) months after such termination, provided that the Committee, in its
sole discretion, may at any time extend such time period to up to one (1) year
from the date of the Key Employee's Termination of Employment.
(c) CAUSE. Upon the Termination of Employment of a Key Employee for Cause
(as defined herein) or if it is discovered after his other Termination of
Employment that such Key Employee had engaged in conduct that would have
justified a Termination of Employment for Cause, all outstanding Options held
by the Key Employee shall immediately be canceled. Termination of Employment
shall be deemed to be for "Cause" for purposes of this Section 7(c) if (i) the
Key Employee shall have committed fraud or any felony in connection with his
or her duties as an employee of the Company, willful misconduct or any act of
disloyalty, dishonesty, fraud or breach of trust or confidentiality as to the
Company, or any other act which is intended to cause or may reasonably be
expected to cause economic injury to the Company, or (ii) such termination is
or would be deemed to be for Cause under any employment agreement between the
Company and the Key Employee.
8. AWARDS AND TERMS OF OPTIONS FOR ELIGIBLE DIRECTORS.
(a) GRANT. Without further action by the Committee, the Board of Directors
or the stockholders of the Company, (i) each individual who is an Eligible
Director on the Effective Date shall be automatically granted Options to
purchase One Thousand (1,000) Shares on the first Annual Grant Date
thereafter, (ii) each individual who first becomes an Eligible Director after
the Effective Date shall be automatically granted Options to purchase One
Thousand (1,000) Shares on the first Annual Grant Date thereafter; and (iii)
on each Annual Grant Date during the term of this Plan, each person who is
then serving as an Eligible Director and who is not then being granted Options
pursuant to the preceding clause of this Section 8(a) shall be automatically
granted Options to purchase Five Hundred (500) Shares.
(b) EXERCISE PRICE. The Purchase Price deliverable upon the exercise of an
Option granted under this Section 8 shall be the greater of (i) one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant of
such Option, or (ii) the par value of the Share.
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(c) EXERCISABILITY. Each Option granted under this Section 8 shall become
exercisable at the rate of 20% after one year from date of grant, an
additional 30% after two years and an additional 50% after three years, all
exercisable amounts being cumulative, and no Option shall be exercisable after
the expiration of ten (10) years from the date of grant. Except as provided in
Section 8(e), Options granted to any Eligible Director may be exercised only
during the continuance of his or her service as a director of the Company.
(d) EXERCISE OF OPTIONS. An Eligible Director electing to exercise one or
more Options shall give written notice of such election and of the number of
Options he or she has elected to exercise to the Secretary of the Company,
accompanied by payment in full of the aggregate Purchase Price for such
Shares. Such payment or provision for payment may be made either in cash or by
check, bank draft or money order payable to the order of the Company.
(e) EFFECT OF TERMINATION OF SERVICES. If an Eligible Director shall cease
to be a director of the Company for any reason other than removal for cause,
including, without limitation, as a result of death, disability, resignation,
failure to stand for reelection or failure to be reelected, Options
theretofore granted to such Eligible Director may be exercised by such
Eligible Director or, in the case of death, by his or her estate or the person
given authority to exercise such Options by will or by operation of law for
the following periods: (i) at any time within one year from the date of death
of the Eligible Director or his or her cessation of service by reason of
disability; and (ii) at any time within three months (3) from the date the
Eligible Director ceased to serve on the Board for any reason other than death
or disability; provided, however, that (i) such Options may be exercised only
to the extent they were exercisable on the date the Eligible Director ceased
to serve on the Board, and (ii) no Option shall be exercisable more than ten
(10) years after the date of grant.
(f) ACCELERATION OF EXERCISABILITY ON CHANGE OF CONTROL. Upon a Change of
Control of the Company as defined in Section 6(f) all outstanding Options
granted to Eligible Directors not then fully exercisable shall immediately
become fully exercisable.
9. NONTRANSFERABILITY
No Option shall be transferable by the Participant otherwise than by will or
under applicable laws of descent and distribution, and during the lifetime of
the Participant may be exercised only by the Participant or his or her
guardian or legal representative. In addition, no Option shall be assigned,
negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and no Option shall be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, negotiate, pledge or
hypothecate any Option, or in the event of any levy upon any Option by reason
of any execution, attachment or similar process contrary to the provisions
hereof, such Option shall immediately become null and void.
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10. RIGHTS AS A STOCKHOLDER
A Participant (or a permitted transferee of his or her Options) shall have
no rights as a stockholder with respect to any Shares covered by such
Participant's Options until such Participant shall have become the holder of
record of such Shares, and no adjustments shall be made for dividends in cash
or other property or distributions or other rights in respect to any such
Shares except as otherwise specifically provided for in this Plan.
11. DETERMINATIONS
Each determination, interpretation or other action made or taken pursuant to
the provisions of this Plan by the Committee shall be final and binding for
all purposes and upon all persons, including, without limitation, the
Participants, the Company, the directors, officers and other employees of the
Company, and their respective heirs, executors, administrators, personal
representatives and other successors in interest.
12. TERMINATION, AMENDMENT AND MODIFICATION
The Plan shall terminate at the close of business on the tenth anniversary
of the Effective Date, unless terminated sooner as hereinafter provided, and
no Option shall be granted under the Plan on or after that date. The
termination of the Plan shall not terminate any outstanding Options that by
their terms continue beyond the termination date of the Plan. At any time
prior to that date, the Board or the stockholders of the Company may
terminate, suspend or amend the Plan; provided, however, that insofar as it
relates to Eligible Directors, this Plan may not be amended more than once
every six months, other than to comport with the Code, the Employee Retirement
Income Security Act, or the rules thereunder. In addition, the Board may not
effect any amendment that would require the approval of the stockholders of
the Company under Rule 16b-3 unless such approval is obtained.
The Plan and any Options granted pursuant to the Plan shall terminate and be
void if the Plan is not approved by the stockholders of the Company at the
Annual Meeting of Stockholders next succeeding the Effective Date. No such
Option may be exercised prior to the receipt of such stockholder approval.
Nothing contained in this Section 12 shall be deemed to prevent the Board or
the Committee from authorizing amendments of outstanding Options of Key
Employees, including, without limitation, the reduction of the Purchase Price
specified therein (or the granting or issuance of new Options at a lower
Purchase Price upon cancellation of outstanding Options), so long as all
Options outstanding at any one time shall not call for issuance of more Shares
than the remaining number provided for under the Plan, and so long as the
provisions of any amended Options would have been permissible under the Plan
if such Options had been originally granted or issued as of the date of such
amendment with such amended terms.
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Notwithstanding anything to the contrary contained in this Section 12, no
termination, amendment or modification of the Plan may without the consent of
the Participant (or any transferee of such Participant's Options), alter or
impair the right and obligations arising under any then-outstanding Option.
13. NON-EXCLUSIVITY
Neither the adoption nor the amendment of the Plan by the Board, nor the
submission of the Plan or such amendments to the stockholders of the Company
for approval, shall be construed as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting or issuance of stock options,
Shares and/or other incentives otherwise than under the Plan, and such
arrangements may be either generally applicable or limited in application.
14. USE OF PROCEEDS
The proceeds of the sale of Shares subject to Options under the Plan are to
be added to the general funds of the Company and used for its general
corporate purposes as the Board shall determine.
15. GENERAL PROVISIONS
(a) RIGHT TO TERMINATE EMPLOYMENT. Neither the adoption or the amendment of
the Plan nor the grant of Options shall impose any obligations to continue the
employment of any Key Employee or to retain any Eligible Director, nor shall
it impose any obligation on the part of any Key Employee to remain in the
employ of the Company or any Eligible Director to continue to serve on the
Board, subject, however, to the provisions of any agreement between the
Company and a Key Employee.
(b) PURCHASE FOR INVESTMENT. If the Committee determines that the law so
requires, the holder of Options granted hereunder shall, upon any exercise or
conversion thereof, execute and deliver to the Company a written statement, in
form satisfactory to the Company, representing and warranting that such
Participant is purchasing or accepting the Shares then acquired for such
Participant's own account and not with a view to the resale or distribution
thereof, that any subsequent offer for sale or sale of any such Shares shall
be made either pursuant to (i) a registration statement on an appropriate form
under the Securities Act, which registration statement shall have become
effective and shall be current with respect to the Shares being offered and
sold, or (ii) a specific exemption from the registration requirements of the
Securities Act, and that in claiming such exemption the holder will, prior to
any offer for sale or sale of such Shares, obtain a favorable written opinion
from counsel approved by the Company as to the availability of such exception.
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(c) TRUSTS, ETC. Nothing contained in the Plan and no action taken pursuant
to the Plan (including, without limitation, the grant of any Option
thereunder) shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and any Participant or the
executor, administrator or other personal representative, or designated
beneficiary of such Participant, or any other persons. Any reserves that may
be established by the Company in connection with the Plan shall continue to be
part of the general funds of the Company, and no individual or entity other
than the Company shall have any interest in such funds until paid to a
Participant. If and to the extent that any Participant or such Participant's
executor, administrator, or other personal representative, as the case may be,
acquires a right to receive any payment from the Company pursuant to the Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company.
(d) NOTICES. Each Participant shall be responsible for furnishing the
Committee with the current and proper address for the mailing to such
Participant of notices and the delivery to such Participant of agreements,
Shares and payments. Any notices required or permitted to be given shall be
deemed given if directed to the person to whom addressed at such address and
mailed by regular United States mail, first class and prepaid. If any item
mailed to such address is returned as undeliverable to the addressee, mailing
will be suspended until the Participant furnishes the proper address.
(e) SEVERABILITY OF PROVISIONS. If any provisions of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions of the Plan, and the Plan shall be construed and enforced
as if such provisions had not been included.
(f) PAYMENT TO MINORS, ETC. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receipting therefor
shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Committee, the Company and their
employees, agents and representatives with respect thereto.
(g) HEADINGS AND CAPTIONS. The headings and captions herein are provided for
reference and convenience only. They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan.
16. ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES.
(a) STOCK CERTIFICATES. Upon any exercise of Options and payment of the
aggregate Purchase Price as provided in the relevant Option Agreements, a
certificate or certificates for the Shares as to which Options have been
exercised shall be issued by the Company in the name of the person or persons
exercising such Options and shall be delivered to or upon the order of such
person or persons.
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(b) LEGENDS. Certificates for Shares issued upon exercise of Options shall
bear such legend or legends as the Committee, in its discretion, determines to
be necessary or appropriate to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act or to
implement the provisions of any agreements between the Company and a Key
Employee with respect to such Shares.
(c) PAYMENT OF EXPENSES. The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance
or transfer and with the administration of the Plan.
17. LISTING OF SHARES AND RELATED MATTERS.
If at any time the Board shall determine in its sole discretion that the
listing, registration or qualification of the Shares covered by the Plan upon
any national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the award or sale of
Shares under the Plan, no Shares will be delivered unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board.
18. WITHHOLDING TAXES.
The Company shall be entitled to withhold (or secure payment from the Key
Employee in cash or other property, including Shares already owned by the Key
Employee for six (6) months or more (valued at the Fair Market Value thereof
on the date of delivery) in lieu of withholding) the amount of any Federal,
state or local taxes required to be withheld by the Company in connection with
any Shares deliverable under this Plan in respect of Options granted to any
Key Employee, and the Company may defer delivery unless such withholding
requirement is satisfied. The Committee may permit any such withholding
obligation to be satisfied by reducing the number of Shares otherwise
deliverable to the Key Employee.
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P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BERNARD I. FORESTER, HUGH V. HUNTER and SUSAN E. McCONNELL, and each of them,
with full power of substitution, are hereby authorized to represent and to vote
the stock of the undersigned in ANTHONY INDUSTRIES, INC. at the Annual Meeting
of Shareholders to be held on May 5, 1994 and at any adjournment thereof as set
forth below:
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
FOR all nominees listed below [_] to vote for all nominees listed below [_]
(except as marked to the
contrary below)
MYRON P. ANTHONY, BERNARD I. FORESTER AND RICHARD L. GOLDBERG
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. PROPOSAL TO APPROVE THE 1994 INCENTIVE STOCK OPTION PLAN.
[_] FOR[_] AGAINST[_] ABSTAIN
3. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG as independent auditors
for 1994.
[_] FOR[_] AGAINST[_] ABSTAIN
(Continued, and to be signed, on other side)
4. Upon or in connection with the transaction of such other business as may
properly come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED AND, UNLESS OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
Date ___________________________________________, 1994
______________________________________________________
Signature
______________________________________________________
Signature if held jointly
Please sign exactly as name appears at left. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
PLEASE MARK, SIGN, DATE by President or other authorized officer. If a
AND RETURN THE PROXY partnership, please sign in partnership name by
CARD authorized person.
PROMPTLY USING THE
ENCLOSED ENVELOPE.
