<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 [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Apogee Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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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Notes:
<PAGE>
[Apogee Logo]
May 10, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held in the Lutheran Brotherhood Building Auditorium, 625 Fourth Avenue South,
Minneapolis, Minnesota, commencing at 10:00 a.m. on Tuesday, June 22, 1999.
The Secretary's formal notice of the meeting and the Proxy Statement appear
on the following pages and describe the matters to come before the meeting.
During the meeting, time will be provided for a review of the activities of
the past year and items of general interest about the Company.
We hope that you will be able to attend the meeting in person, and we look
forward to seeing you. Please mark, date and sign the enclosed proxy and
return it in the accompanying envelope as quickly as possible, even if you
plan to attend the meeting. You may vote in person at that time if you so
desire.
Sincerely,
/s/ Donald W. Goldfus
Donald W. Goldfus
Chairman of the Board
<PAGE>
APOGEE ENTERPRISES, INC.
7900 Xerxes Avenue South
Suite 1800
Minneapolis, MN 55431-1159
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 22, 1999
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of APOGEE
ENTERPRISES, INC. will be held in the Lutheran Brotherhood Building
Auditorium, 625 Fourth Avenue South, Minneapolis, Minnesota, commencing at
10:00 a.m. on Tuesday, June 22, 1999 for the following purposes:
1. To elect three directors for a three-year term;
2. To approve the Company's Deferred Compensation Plan for Non-Employee
Directors;
3. To ratify the appointment of Arthur Andersen LLP as independent auditors
for the fiscal year ending February 26, 2000; and
4. To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed April 27, 1999 as the record date for the
meeting. Only shareholders of record at the close of business on that date are
entitled to receive notice of and vote at the meeting.
Your proxy is important to ensure a quorum at the meeting. Even if you own
only a few shares, and whether or not you expect to be present, you are
urgently requested to date, sign and mail the enclosed proxy in the postage-
paid envelope provided. The proxy may be revoked by you at any time and
delivery of your proxy will not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors,
/s/ Martha L. Richards
Martha L. Richards
General Counsel and Secretary
Minneapolis, Minnesota
May 10, 1999
<PAGE>
APOGEE ENTERPRISES, INC.
PROXY STATEMENT
The enclosed proxy is being solicited on behalf of the Board of Directors of
Apogee Enterprises, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on June 22, 1999. Only shareholders of record at the
close of business on April 27, 1999 will be entitled to notice of and to vote
at the meeting. A shareholder executing a proxy retains the right to revoke it
by notice in writing to the Secretary of the Company at any time prior to its
use. Proxies in the accompanying form which are properly executed, duly
returned and not revoked will be voted in the manner specified. If a proxy is
properly executed but does not specify any or all choices on it, the proxy
will be voted as follows: (i) in favor of the election as Class I directors of
all of the nominees described herein; (ii) in favor of the approval of the
Company's Deferred Compensation Plan for Non-Employee Directors (iii) in favor
of the appointment of Arthur Andersen LLP as independent auditors of the
Company; and (iv) in the discretion of the persons named in the proxy, as to
such other matters as may properly come before the meeting, as to which the
Company did not have knowledge prior to February 22, 1999.
If an executed proxy is returned and the shareholder has voted "withhold" or
"abstain" on any matter, the shares represented by such proxy will be
considered present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but will not be
considered to have been voted in favor of such matter. If an executed proxy is
returned by a broker holding shares in street name which indicates that the
broker does not have discretionary authority as to certain shares to vote on
one or more matters, such shares will be considered represented at the meeting
for purposes of determining a quorum but not represented at the meeting for
purposes of calculating the vote with respect to such matter or matters.
The address of the Company is Suite 1800, 7900 Xerxes Avenue South,
Minneapolis, Minnesota 55431-1159. The telephone number is (612) 835-1874. The
mailing of this proxy statement and form of proxy to shareholders will
commence on or about May 21, 1999.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
At April 27, 1999, there were 27,759,555 shares of common stock, par value
$.33-1/3, issued and outstanding. Each share is entitled to one vote. The
following table sets forth information concerning beneficial ownership of
common stock of the Company by persons who are known by the Company to own
more than 5% of the outstanding voting stock of the Company at March 31, 1999.
Unless otherwise indicated, all shares represent sole voting and investment
power.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class
------------------- -------------------- ----------
<S> <C> <C>
Lazard Freres & Co. LLC(1) .............. 2,424,200 8.8%
30 Rockefeller Plaza
New York, NY 10020
Trust of Russell H. Baumgardner(6/6/86)
(2) .................................... 2,167,228 7.8%
c/o Lionel, Sawyer, & Collins
1100 Bank of America Plaza
50 West Liberty Street
Reno, NV 89501
</TABLE>
- --------
(1) With respect to the information reported relating to Lazard Freres & Co.
LLC (Lazard), the Company has relied upon the information supplied by
Lazard in a Schedule 13G filing received by the Company on or about
February 9, 1999, which information was subsequently updated by Lazard as
of March 31, 1999. Lazard serves as the sub-advisor and the investment
manager of various mutual funds, which hold such shares in the ordinary
course of business. As such, Lazard exercises shared investment discretion
over various institutional accounts, which held 2,424,200 shares of the
Company's Common Stock as of
1
<PAGE>
March 31, 1999. Of the shares reported, Lazard Freres & Co. LLC has sole
voting power with respect to 2,276,500 shares and shares voting power with
respect to 147,700 shares.
(2) The 2,167,228 shares held by the Russell H. Baumgardner Trust (the
"Trust") dated June 6, 1986 are also deemed to be beneficially owned by
Messrs. Donald W. Goldfus, O. Walter Johnson and Laurence J. Niederhofer,
because they share voting and investment power as trustees of the Trust.
If the shares held by the Trust were included in the holdings of Messrs.
Goldfus, Johnson, and Niederhofer, such individuals' common stock holdings
would be as follows: Goldfus, 3,069,913 (11.1%), Johnson, 2,177,328 (8.0%)
and Niederhofer, 2,693,022 (9.7%).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the
Securities and Exchange Commission (the "Commission") and the NASDAQ National
Market. Specific due dates for these reports have been established by the
Commission and the Company is required to disclose in this Proxy Statement any
failure to file reports by such dates. Based solely on its review of the
copies of such reports received by it, or written representations from certain
reporting persons, the Company believes that, during the fiscal year ended
February 27, 1999, all Section 16(a) filing requirements applicable to its
officers, directors and ten percent shareholders were complied with, except
that Mr. James S. Porter, an officer, and Mr. J. Patrick Horner, a director,
each filed late one report covering their initial Form 3 filings.
Item 1: ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
("the Board") shall be divided into three classes of directors of as nearly
equal size as possible and further provide that the total number of directors
be determined exclusively by the Board. The term of each class of director is
three years, and the term of one class expires each year in rotation.
Currently, there are eleven directors. The terms of the directors of Class I,
consisting of Directors Barbara B. Grogan, J. Patrick Horner, Stephen C.
Mitchell and D. Eugene Nugent expire at the 1999 Annual Meeting of
Shareholders. Mr. Nugent will be retiring from the Board at that time and will
not seek reelection. Ms. Grogan and Mr. Mitchell have been members of the
Board since 1996 and were last elected to the Board at the 1996 Annual Meeting
of Shareholders. In addition, Mr. Horner has joined the Board since the date
of the last Annual Meeting of Shareholders. The terms of the directors of
Class II and Class III expire at the 2000 and 2001 Annual Meeting of
Shareholders, respectively.
Unless authority is withheld, the Proxy solicited hereby will be voted FOR
the election of Ms. Barbara B. Grogan and of each of Messrs. J. Patrick Horner
and Stephen C. Mitchell for a three-year term expiring at the 2002 Annual
Meeting of Shareholders. The affirmative vote of a majority of the shares of
common stock of the Company entitled to vote and present in person or by proxy
at the annual meeting is necessary to elect each nominee.
Management has no reason to expect that any of the nominees will fail to be
a candidate at the annual meeting and, therefore, does not have in mind any
substitute or substitutes for any of the nominees. If any of the nominees
should be unable to serve as director (which event is not anticipated),
proxies will be voted for a substitute nominee or nominees in accordance with
the best judgment of the person or persons acting under the proxies.
The following table sets forth certain information as to each nominee for
the office of director, as well as directors whose terms of office will
continue after the Annual Meeting of Shareholders is held.
2
<PAGE>
<TABLE>
<CAPTION>
Name and Principal
Occupation Age Director Since Term Expires
------------------ --- -------------- ------------
<S> <C> <C> <C> <C>
Jerome B. Cohen (Class
III) 66 1997 2001
Dean, Robert R.
McCormick School of
Engineering and Applied
Science at Northwestern
University since 1986.
Prior to that,
Professor of Material
Science and Engineering
from 1965 to 1986 and
Associate Professor
from 1961 to 1965.
Committees: Compensation
Donald W. Goldfus (Class
III) 65 1964 2001
Chairman of the Board of
Directors since 1988
and Chief Executive
Officer of the Company
from 1986 to January
1998. President of the
Company from 1995 to
January 1998. Prior to
that, various senior
management positions
with the Company. Mr.
Goldfus is also a
director of G&K
Services, Inc. and
Lifetouch, Inc.
Committees: Corporate
Governance
Barbara B. Grogan (Class
I) 51 1996 1999
Chairman of the Board of
Directors and
President, Western
Industrial Contractors
(a construction company
specializing in
machinery erection and
installation) since
1982. Ms. Grogan is
also a director of
Deluxe Corporation and
Pentair, Inc.
Committees: Audit and
Corporate Governance
Harry A. Hammerly (Class
II) 65 1994 2000
Former Executive Vice
President, 3M Company
(industrial, consumer,
and health care
products manufacturer).
Executive Vice
President,
International
Operations, 3M Company
from 1991 to 1995.
Prior to that, various
senior management
positions with 3M
Company since 1973 and
other positions since
1955. Mr. Hammerly is
also a director of
Milacron, Inc., BMC
Industries, Inc. and
Brown & Sharpe
Manufacturing Company.
Committees: Audit,
Corporate Governance
and Finance
J. Patrick Horner (Class
I) 49 1999 1999
Former President and
Board member of
Management Support
Technologies (lead
consulting unit of
Condor Technology
Solutions, an
informational
technology services
company). Prior to
1998, positions related
to information
technology services,
including five years as
President and Chief
Operating Officer and
Board member of Perot
Systems Corporation.
From 1976 to 1988, Mr.
Horner was a senior
manager of Government
Systems Group, a
business unit of
Electronic Data Systems
Corporation.
Russell Huffer (Class II) 49 1998 2000
Chief Executive Officer
and President of the
Company since January
1998. Prior to that,
various senior
management positions
with the Company or its
subsidiaries since
1986.
James L. Martineau (Class
III) 58 1973 2001
Executive Vice President
of the Company from
1996 to 1998. Prior to
that, various senior
management positions
with the Company since
1971.
Stephen C. Mitchell
(Class I) 55 1996 1999
President and Chief
Operating Officer of
Lester B. Knight &
Associates, Inc. (a
privately held,
professional services
company) since 1975.
Committees: Audit and
Compensation
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Occupation Age Director Since Term Expires
----------------------------- --- -------------- ------------
<S> <C> <C> <C> <C>
Laurence J. Niederhofer (Class II) 66 1964 2000
Retired Chief Executive Officer of
the Company's Wausau Architectural
Products Group.
Committees: Corporate Governance
and Finance
Michael E. Shannon (Class III) 62 1998 2001
Chairman of the Board and Chief
Financial and Administrative
Officer of Ecolab Inc. (developer
and marketer of premium cleaning,
sanitizing and maintenance
products and services) since 1996.
Prior to that, various senior
management positions with Ecolab
since 1984. Mr. Shannon is also a
director of Henkel-Ecolab Joint
Venture, Minnesota Mutual Life
Insurance Company and the National
Association of Manufacturers.
Committees: Audit, Compensation and
Finance
</TABLE>
- --------
None of the above nominees or directors is related to any other director or
to any executive officer of the Company. Except as indicated above, each of
the directors has maintained his or her current principal occupation for at
least the last five years.
The Board of Directors held six meetings during the last fiscal year. The
Company has standing Audit, Compensation, Corporate Governance and Finance
Committees of the Board of Directors. The members of the various committees
for fiscal 1999 are noted in the previous table. Each member served on the
listed committee from January 1998 through the end of the fiscal year with the
following exceptions: in April 1998, Mr. Shannon became a member of the Audit
and Compensation Committees and Mr. Niederhofer became a member of the
Corporate Governance Committee. In October 1998, Messrs. Shannon, Hammerly and
Niederhofer became members of the Finance Committee.
The Audit Committee is responsible for providing oversight of the financial
functions of the Company, including financial reporting and both internal and
external auditing efforts (including recommendation of the independent
auditors to the Board of Directors); the Company's program to ensure ethical
business practices; the Company's system of controls; and the Company's risk
management program. The Audit Committee met five times during the fiscal year.
The Compensation Committee determines the salary and other compensation of
all elected officers and senior management. The Compensation Committee also
administers the 1997 Omnibus Stock Incentive Plan and the 1987 Partnership
Plan. The Compensation Committee met three times during the fiscal year.
The Finance Committee reviews significant issues involving material
financing proposals of the Company. The Finance Committee met once during the
fiscal year.
The Corporate Governance Committee periodically assesses the organization's
adherence to the Company's mission and principles, reviews the organizational
structure and succession plans, makes recommendations to the Board regarding
the composition and responsibilities of Board committees, annually conducts a
review of the performance of individual directors and the Board as a whole.
Non-employee director members of the Committee also annually review and
evaluate the performance of the Chief Executive Officer. The committee also
recommends new director nominees to the Board. The Committee will consider
qualified nominees recommended by shareholders. Any such recommendation for
the 2000 election of directors should be submitted in writing to the Secretary
of the Company at the address indicated on the Notice of Annual Meeting of
Shareholders no later than February 22, 2000. Such recommendation must include
information specified in the Company's Bylaws which will enable the Committee
to evaluate the qualifications of the recommended nominee. The Corporate
Governance Committee met twice during the fiscal year.
Each director attended more than 75% of the meetings of the Board and
Committees of which they were members during fiscal 1999.
4
<PAGE>
Compensation of Directors
Directors, except for full-time employees of the Company, receive an annual
retainer of $18,000, plus a fee of $1,000 for each meeting of the Board of
Directors or its committees attended. The meeting fee for a committee chair is
$1,500 for each committee meeting chaired. Non-employee directors also receive
automatic, annual stock option grants to purchase 4,000 shares of the
Company's common stock under the 1997 Omnibus Stock Incentive Plan. The
Security Ownership table includes the options granted to the non-employee
directors in fiscal 1999, which for the non-employee directors as a group,
totaled 32,000 shares. The per share exercise price of all such options is
approximately $15.00. None of these options has been exercised.
Non-employee directors also may elect to participate in the Company's
Employee Stock Purchase Plan. Under the plan, participants may purchase the
Company's common stock by contributing up to $100 per week, with the Company
contributing an amount equal to 15% of the weekly contribution. For fiscal
1999, the Company contributed $3,420 to the Employee Stock Purchase Plan for
the benefit of all non-employee directors as a group.
Non-employee directors also may elect to participate in the Company's
Deferred Compensation Plan for Non-Employee Directors. This plan was adopted
by the Board in October 1998 to motivate the non-employee directors to
continue to make contributions to the growth and profits of the Company and to
increase their ownership of shares of Common Stock of the Company, thereby
aligning their interests in the long-term success of the Company with that of
the other shareholders. Under the plan, participants may defer a portion of
their annual retainer and meeting fees into deferred stock accounts. The
Company will match 10% of the elected deferral. Each participating director
will receive a credit of shares of the Company's Common Stock in an amount
equal to the amount deferred divided by the fair market value of one share as
of the crediting date. These accounts will also be credited on each dividend
payment date in an amount equal to the dividend paid on a share of Common
Stock multiplied by the number of shares credited to each account.
Participating directors also elect to receive the amounts credited to their
accounts in the form of shares of Common Stock (plus cash in lieu of
fractional shares) either in a lump sum or in installments, and either at a
fixed date, age 70, or following death or retirement from the Board. This plan
is an unfunded, book-entry, "phantom stock unit" plan as to which no trust or
other vehicle has been established to hold any shares of Common Stock. For
fiscal 1999, the Company accrued $2,150 for the 10% Company match to the
Deferred Compensation Plan for Non-Employee Directors for the benefit of all
non-employee directors as a group.
The plan is to be voted upon by the shareholders at this Annual meeting. See
"Item 2" Approval of the Deferred Compensation Plan for Non-Employee
Directors.
The Company has a consulting agreement, effective as of July 1, 1998, with
James L. Martineau, a non-employee director, to provide consulting and
advisory services to the Company. Mr. Martineau's agreement covers three, one-
year terms ending July 1, 2001, and pays Mr. Martineau a fee of $250,000 per
year, plus certain out-of-pocket expenses and other benefits, including the
acceleration to July 1, 1998 of the vesting of certain previously granted
stock options, a payment of $227,200 (payable over three years) to compensate
Mr. Martineau for the reduction in value of certain stock options previously
granted to him resulting from Mr. Martineau's resignation as Executive Vice
President effective as of July 1, 1998, and the reimbursement of medical
expenses under the Company's existing medical plans. Mr. Martineau has agreed
not to compete with the Company during the term of this agreement.
5
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of the Company's common shares
beneficially owned by each director and the executive officers of the Company
included in the Summary Compensation Table set forth under the caption
"Executive Compensation" and by all directors and executive officers of the
Company as a group, at March 31, 1999.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
----------------------------------------------------------
Phantom
Number of Options Stock Percent of
Shares Exercisable Units Outstanding
Name Held (1) w/in 60 days (5) Total Shares
- ---- --------- ------------ ------- --------- -----------
<S> <C> <C> <C> <C> <C>
Robert G. Barbieri...... 795 10,000 10,795 (6)
Jerome B. Cohen......... 433 8,000 542 8,975 (6)
Donald W. Goldfus....... 713,881(2)(3) 188,804 902,685 3.3%
Richard Gould........... 55,090 52,500 107,590 (6)
Barbara B. Grogan....... 833 8,000 8,833 (6)
Harry A. Hammerly....... 7,267 18,380 595 26,242 (6)
J. Patrick Horner....... 250 -- 250 (6)
Russell Huffer.......... 76,876 33,750 110,626 (6)
James L. Martineau...... 258,224 -- 258,224 (6)
Stephen C. Mitchell..... 2,833 8,000 10,833 (6)
Laurence J. Niederhofer. 505,062(3)(4) 20,732 525,794 1.9%
D. Eugene Nugent........ 5,894 34,362 1,083 41,339 (6)
Martha L. Richards...... -- 5,000 5,000 (6)
Michael E. Shannon...... 2,000 8,000 375 10,375 (6)
All Directors and
Executive Officers as a
Group (16 persons)..... 1,630,022 399,528 2,595 2,032,145 7.3%
</TABLE>
- --------
(1) Each person shown has sole voting and investment power over shares unless
otherwise indicated. Shares beneficially owned include shares owned or
vested through the Company's 1987 Partnership Plan, Employee Stock
Purchase Plan, 401(k) Plan and Pension Plan.
(2) Includes 120,000 shares held by Mr. Goldfus' wife, as to which he
disclaims beneficial interest.
(3) The 2,167,228 shares held by the Russell Baumgardner Trust dated June 6,
1986 (see Security Ownership of Principal Shareholders) are also deemed to
be beneficially owned by Messrs. Goldfus and Niederhofer because they
share voting and investment power as trustees. If the shares held by the
Trust were included in the above table, the number of shares held by each
of Messrs. Goldfus and Niederhofer would be increased by 2,167,228 and the
percent of outstanding shares would be as follows: Goldfus, 11.1%;
Niederhofer, 9.7%; and all directors and executive officers as a group,
15.2%.
(4) Includes 60,448 shares held by Mr. Niederhofer's wife, as to which he
disclaims beneficial interest.
(5) Units, each representing one share of Common Stock, attributable to
accounts in the Company's Deferred Compensation Plan for Non-Employee
Directors. The participants in the plan do not have voting or investment
power with respect to these units.
(6) Less than 1%.
6
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report
Overview and Philosophy
The compensation of executive officers is determined by the Compensation
Committee of the Board of Directors (the "Committee"). The Committee is
comprised entirely of non-employee directors. To assist in performing its duty
and to enhance the objectivity and independence of the Committee, the advice
and recommendations of an outside compensation consultant, as well as
independent compensation data, are periodically obtained. Independent
compensation data from other companies of similar size and complexity is also
periodically obtained. A comprehensive survey of the other companies and
review of the Company's executive compensation system and practices were
carried out by the Committee, with the assistance of an outside compensation
consultant, in fiscal year 1999. The Committee concluded that no major changes
of the Company's system or practices were required in order to enable the
Committee properly to perform its functions for the Company.
In administering the executive pay plans, the Committee desires to preserve
the entrepreneurial style that it believes forms a strong component of the
Company's history, culture and competitive advantage. The Committee emphasizes
long-term business development and creation of shareholder value. Therefore, a
major portion of total compensation is performance-based.
The objectives of the executive compensation policies are to:
1. Promote the achievement of strategic objectives which lead to long-term
growth in shareholder value.
2. Attract and retain high performing executives by offering total
compensation plans competitive with similarly situated companies and
rewarding outstanding performance.
3. Align the interests of executive officers with those of the Company by
making incentive compensation dependent upon business unit or company
performance.
Base Salary
Base salaries are reviewed annually. In determining annual salary, the
Committee takes into account the executive's level of responsibility,
experience and performance in relation to that of the Company and other
companies. Base salaries are generally targeted to be at the average of
similar companies. In fiscal 1999, base salaries of executive officers, other
than the Chief Executive Officer, were generally near the averages set forth
in the independent compensation survey obtained by the Committee. The salary
for the newly appointed Chief Executive Officer was well below the average for
CEOs of comparable companies.
Annual Incentive
Executives may earn annual incentive compensation under individualized cash
bonus plans. The Committee develops the plan for the Chairman, and for the
President and Chief Executive Officer, and reviews and approves plans for
other executive officers at the beginning of the fiscal year. Each plan
contains specific financial objectives, such as business unit or Company
profitability and return on assets, as well as specific objectives for
business, organization and personal development. The Committee establishes a
threshold financial target for the Company each year. The Committee then
evaluates each executive on these financial targets. If those targets are not
met, it is the goal of the Committee to not pay bonuses for financial goals.
In addition, challenging non-financial incentive objectives are also
established by the Committee for each executive. The Committee evaluates
7
<PAGE>
and may reward each executive for meeting these objectives. Exceeding all of
the annual objectives usually provides the executive with the opportunity to
earn total cash compensation in the upper quartile of that paid by companies
of similar size and complexity. For fiscal 1999, the range of bonus payments
as a percentage of base pay ranged from 54% to 117%.
Long-Term Incentives
Partnership Plan. To further encourage alignment of the executive's
interests with those of the Company's shareholders, executives selected by the
Committee may also participate in the 1987 Partnership Plan. At the beginning
of each year, each participant may voluntarily defer up to fifty percent of
annual incentive compensation (to a maximum of $100,000) to be invested in the
Partnership Plan. The Company matches 100% of the deferred amount, and the
aggregate is invested in the Company's common stock. The individual's amount
is vested immediately and the shares are held in trust and restricted for a
period as determined by the Compensation Committee. The Company match is made
in the form of restricted stock that is vested in equal annual increments over
periods from one to ten years, as determined by the Committee. In the
accompanying Summary Compensation Table, the deferred amount and the Company
match are shown in the column labeled "Restricted Stock Award". No other
restricted stock grants have been made to executive officers in the three-year
period shown in that Table.
Stock Option Plan. Executives are also eligible to receive grants under the
Company's stock option plan, which is administered by the Committee. Nearly
all option grants prior to the 1999 fiscal year were made under the Company's
1987 Stock Option Plan. This plan expired by its terms on April 25, 1997, and
no additional grants may be made thereunder. Option grants since that date
were made under the Company's shareholder-approved 1997 Omnibus Stock
Incentive Plan.
Under either plan, option grants may be made only at or above current market
prices so that executive rewards will accrue only as shareholder value
increases. The options granted under the 1987 Stock Option Plan typically
vested at a rate of 25 percent per year beginning on the grant's first
anniversary, although some grants made in fiscal 1997 will vest entirely from
32 to 48 months after grant. Options granted under the 1997 Omnibus Stock
Incentive Plan typically vest in 3 to 5 years. Option grants are shown in the
table entitled "Option Grants in Fiscal 1999". Grants have generally included
a broad base of participants that includes employees below the executive
level.
Chief Executive Officer Compensation
Mr. Russell Huffer assumed the position of Chief Executive Officer in
January 1998. His base salary was set by the Committee in January 1998 at
$350,000. The base salary of $350,000 leaves Mr. Huffer substantially below
the median base pay level for chief executive officers of similar companies in
the recent survey conducted by an independent outside compensation consultant.
Mr. Huffer met or exceeded the financial and other performance targets
established at the beginning of the fiscal year for determination of his
annual incentive bonus award. Accordingly, the Committee awarded Mr. Huffer a
bonus of $410,000 under the annual incentive plan. The sum of Mr. Huffer's
base salary and annual incentive bonus is well below the lower end of the top
quartile in the recent independent compensation consultant market survey. Mr.
Huffer has elected to defer fifty percent of any bonus received (subject to
the $100,000 limitation) into the 1987 Partnership Plan. Therefore, the
accompanying Summary Compensation Table reflects a cash bonus of $310,000. The
deferred portion, as well as the Company match described above, is reported in
the restricted stock award column in that Table.
On April 15, 1999, Mr. Huffer was granted stock options to purchase 80,000
shares of the Company's common stock at fair market value. The options were
granted under the terms of the 1997 Omnibus Stock Incentive Plan.
8
<PAGE>
(S)162(m) Policy
The Committee does not believe that in fiscal 1999 annual compensation
provided to any of the executive officers named in the table entitled "Summary
Compensation Table" below will exceed $1 million within the meaning of Section
162(m) of the Internal Revenue Code. Under Section 162(m), all compensation in
excess of $1,000,000 for any such officer must meet certain requirements
related to Company performance and shareholder approval in order for the
Company to fully deduct these amounts. It is the Committee's intention to keep
all executive compensation fully deductible now and in the future, but the
Committee reserves the right to provide non-deductible compensation if it
deems it to be in the best interests of the Company and its shareholders.
The Committee believes the executive compensation policies and actions
reported above reflect decisions which are consistent with the overall beliefs
and objectives of the Company.
Stephen C. Mitchell, Chair
Jerome B. Cohen
D. Eugene Nugent
Michael E. Shannon
9
<PAGE>
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
services in all capacities for each of the last three fiscal years, awarded to
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------- ---------------------------------
Other Securities
Annual Restricted Underlying Long-term All Other
Name and Principal Compen- Stock Options/SARs Incentive Compen-
Position Year Salary Bonus (1) sation (2) Award (3) Awards Payouts sation (4)
------------------ ---- -------- --------- ---------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Donald W. Goldfus....... 1999 $555,673 $470,000(6) $ -- $200,000 40,000 -- $195,586
Chairman (5) 1998 520,288 75,000 1,909 150,000 20,000 -- 10,850
1997 441,223 445,000 584 341,399 100,000 -- 10,200
Russell Huffer.......... 1999 350,000 310,000 -- 200,000 25,000 -- 34,436
President and Chief 1998 232,109 100,000 -- 200,000 90,000 -- 9,250
Executive Officer (5) 1997 198,909 66,500 -- 227,030 40,000 -- 8,850
Richard Gould........... 1999 258,268 108,000 -- 200,000 20,000 -- 28,232
Senior Vice 1998 246,539 62,500 -- 125,000 20,000 -- 7,650
President 1997 227,308 87,540 -- 298,854 80,000 -- 7,200
Robert G. Barbieri...... 1999 229,807 125,000 -- 200,000 -- -- 8,846
Vice President, 1998 150,961 60,000 -- -- 20,000 -- 100,684
Finance and Chief 1997 23,077 12,500 -- -- 10,000 -- 32,500
Financial Officer
Martha L. Richards...... 1999 163,750 51,500 -- 103,000 10,000 -- 6,213
General Counsel 1998 150,539 50,000 -- -- 5,000 -- 10,000
and Secretary 1997 -- -- -- -- -- -- --
</TABLE>
- --------
(1) The bonus amounts shown reflect only the cash portion of the annual bonus
awarded in each fiscal year. For individuals in the 1987 Partnership
Plan, the remaining bonus amounts were deferred and shown in the annual
restricted stock awards as further detailed in Note 3 hereto.
(2) Includes interest credited under the Company's 1986 Deferred Incentive
Compensation Plan.
(3) Under the 1987 Partnership Plan, participants are given the opportunity
to voluntarily defer up to fifty percent of their annual incentive
compensation, to a maximum of $100,000. The Company matches the deferred
amount and the aggregate is invested in the Company's common stock. The
value of each executive officer's restricted stock awards, as shown in
the "Restricted Stock Award" column, is based upon the closing market
price of the Company's common stock on the respective dates of grant. The
date of grant for fiscal 1999, 1998 and 1997 was April 15, 1999, April
16, 1998, and April 18, 1997, respectively. The individual's deferred
amount is vested immediately, however the shares are held in trust and
restricted for a period of not less than five years. The Company match is
made in restricted stock that is vested in equal annual increments over a
period of up to ten years, as determined by the Compensation Committee.
All shares are eligible to receive all declared dividends. For each
officer listed in the table, the total number of shares held in trust and
the dollar value of those shares as of February 27, 1999, the last day of
fiscal 1999, are listed below.
10
<PAGE>
<TABLE>
<CAPTION>
Shares Acquired With:
----------------------
Years of Deferred Company Aggregate
Officer Participation Amount Match $ Value
------- ------------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Donald W. Goldfus............. 12 53,575 18,624 $631,741
Russell Huffer................ 11 31,499 33,427 568,163
Richard Gould................. 3 22,846 11,822 303,345
Robert G. Barbieri............ N/A N/A N/A N/A
Martha L. Richards............ N/A N/A N/A N/A
</TABLE>
(4) Represents amount paid under the Company's defined contribution pension
plan and 401(k) savings plan, which are applicable to executive officers
on the same basis as all eligible employees; and contributions and
interest related to the Executive Supplemental Plan, designed to allocate
to executives amounts not eligible for contribution under the qualified
plans because of limitations imposed by the Internal Revenue Code. The
1999, 1998 and 1997 amounts for Mr. Barbieri also include $386, $100,684
and $12,500, respectively, for relocation expenses. The 1998 amounts also
include a cash employment award of $10,000 paid to Ms. Richards. The 1997
amount for Mr. Barbieri also includes $20,000 for a cash employment award.
(5) Mr. Huffer was elected as President and Chief Executive Officer effective
as of January 1998. Mr. Goldfus ceased holding those positions effective
as of such date.
(6) Mr. Goldfus voluntarily deferred $285,000 of the bonus shown in this
column for 1999 into the Company's 1986 Deferred Incentive Compensation
Plan.
Stock Options
The following tables summarize option grants and exercises during fiscal
1999 to or by the executive officers named in the Summary Compensation Table,
and the value of options held by such persons at the end of fiscal 1999. No
SARs have been granted to, or were held by, any of the named executive
officers as of February 27, 1999.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price
Appreciation for
Individual Grants Option Term
------------------------------------- -----------------
% of Total
Number of Options/SARs
Securities Granted to
Underlying Employees Exercise or
Options/SARs in Fiscal Base Price Expiration
Name Granted (#) Year (per share) Date 5% 10%
- ---- ------------ ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Donald W. Goldfus (1)... 40,000 9.7% $14.00 4/16/08 $352,178 $892,494
Russell Huffer (2)...... 25,000 6.1% 14.00 4/16/08 220,112 557,809
Richard Gould (3)....... 20,000 4.9% 14.00 4/16/08 176,089 446,247
Robert G. Barbieri...... 0 0.0% N/A N/A 0 0
Martha L. Richards (2).. 10,000 2.4% 14.00 4/16/08 88,045 223,124
</TABLE>
Option/SAR Grants in Fiscal 1999
- --------
(1) The option was granted on April 16, 1998 and became 100% exercisable
February 17, 1999.
(2) The option was granted on April 16, 1998 and will become 100% exercisable
in equal increments over the next four years.
(3) The option was granted on April 16, 1998 and became 100% exercisable on
April 16, 1999.
11
<PAGE>
Aggregated Option/SAR Exercises in Fiscal 1999 and Fiscal Year-end Option/SAR
Values
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Unexercised Unexercised In-the-
Options/SARs at Money Options/SARs
Shares Fiscal Year End (#) at Fiscal Year End
Acquired on Value (Exercisable/ (Exercisable/
Name Exercise (#) Realized ($) Unexercisable) Unexercisable) (1)
- ---- ------------ ------------ ------------------- -------------------
<S> <C> <C> <C> <C>
Donald W. Goldfus....... 48,696 $333,368 188,804/ 0 $64,809/$ 0
Russell Huffer.......... 1,750 13,016 17,500/138,500 0/ 63
Richard Gould........... -- -- 22,500/120,000 6,250/ 625
Robert G. Barbieri...... -- -- 10,000/ 20,000 0/ 0
Martha L. Richards...... -- -- 1,250/ 13,750 0/ 0
</TABLE>
- --------
(1) The value of the options is determined by multiplying the difference
between the exercise price of the option and the closing price of the
Company's common stock on the NASDAQ National Market on February 27, 1999
($8 3/4 per share) by the number of shares underlying the options.
Executive Retirement Plan
The Company adopted its Officer's Supplemental Executive Retirement Plan
("SERP"), which is a nonqualified deferred compensation plan, effective for
the calendar year 1998. The Plan was approved in order to provide additional
retirement benefits to certain select officers and management employees in
excess of those that can and are being provided under the Company's other tax-
qualified and nonqualified deferred compensation plans for the purpose of
providing an incentive to remain with the Company. The Plan is an unfunded
obligation of the Company, and participants therein are unsecured creditors of
the Company. The Plan provides for payment of monthly benefits at "normal
retirement date" (age 65) based upon 2% of the participant's average monthly
compensation multiplied by the participant's benefit service offset by the
participant's defined contribution plans and social security benefits. A limit
of 20 years of service for any participant exists.
The following table shows estimated annual benefits payable upon normal
retirement age to participants under the Company's SERP.
<TABLE>
<CAPTION>
Estimated Annual Benefits Based
on Credited Years of Service
Indicated (2) (3) (4)
---------------------------------------------
Final Average
Compensation (1) 10 20
---------------- -------- --------
<S> <C> <C>
$ 200,000 $ 11,000 $ 33,000
400,000 40,000 85,000
600,000 69,000 137,000
800,000 98,000 189,000
1,000,000 128,000 241,000
1,200,000 157,000 294,000
1,400,000 186,000 346,000
1,600,000 215,000 398,000
1,800,000 244,000 450,000
</TABLE>
- --------
(1) The final average annual compensation is determined under the SERP by the
average of the five highest consecutive, completed calendar years of
annual compensation (including salary, bonus and other compensation as
reported on a W-2) during the last ten years of employment. If the
participant has less than five consecutive, completed calendar years of
service, the average monthly compensation is equal to the participant's
consecutive, completed years, divided by the number of months in the
consecutive, completed years of service.
(2) The Named Executive Officers have credited years of service under the SERP
as follows: Donald W. Goldfus 20 years; Russell Huffer--12 years; Robert
G. Barbieri--2 years; and Martha L. Richards--2 years. Mr. Gould is not a
participant in the SERP.
12
<PAGE>
(3) Benefits shown in the table are computed as a single life annuity starting
on the first day of the calendar month following the month in which the
participant would attain age sixty-five, offset by the estimated sum of
the annuity value of the employer contributions to the defined
contribution plans and the Executive Supplemental Plan and the
participant's social security benefits.
(4) The table is applicable for participants joining the Company from the
point of the Plan's inception. The table does not properly reflect amounts
for employees with the Company prior to its inception.
Restoration Plan
The Company adopted its Executive Supplemental Plan ("Restoration Plan"),
which is a nonqualified deferred compensation plan, effective for the calendar
year 1998. The Restoration Plan was approved in order to provide additional
retirement benefits to executive and senior officers in excess of those that
can and are being provided under the Company's other tax-qualified deferred
compensation plans for the purpose of providing an incentive to remain with
the Company. The Plan is an unfunded obligation of the Company, and
participants are unsecured creditors of the Company. The Plan provides
benefits to selected individuals whose contributions to the tax-qualified
deferred compensation plans are restricted by the Internal Revenue Code (the
"Code"). The Code limits compensation that may be considered for qualified
pension plan purposes. The Restoration Plan is designed to provide
participants with benefits, on a nonqualified basis, so that the total
Company-provided benefits under the Company's tax-qualified deferred
compensation plans and the Restoration Plan will be equal to the benefits they
would have received under the Company's tax-qualified deferred compensation
plans if the limitations of the Code did not apply and if the definition of
compensation in the defined contribution pension plan included incentive
compensation.
Employment Agreements, Change in Control Arrangements
The Company has an employment agreement, dated May 23, 1994, with Mr.
Richard Gould, whereunder Mr. Gould agreed to provide the Company with defined
services and not to engage in competition with the Company for a period of one
year after termination. Under the terms of the agreement, as amended July 7,
1998, Mr. Gould will remain with the Company until June 30, 1999, at which
time the Company will award Mr. Gould severance compensation in the amount
equal to one year's base compensation plus his average annual incentive
compensation plus other benefits. In addition, the Company will employ Mr.
Gould as a consultant for five years, beginning July 1, 1999, at an annual fee
of $50,000.
The Company also has a consulting agreement with Mr. James L. Martineau as
described in "Compensation of Directors."
Each of the Named Executive Officers is a party to a severance agreement
with the Company designed to retain the executive and provide for continuity
of management in the event of an actual or threatened change in control of the
Company (as defined in the agreements). The agreements provide that, in the
event of a change in control, each executive would have specific rights and
receive certain benefits if, within two years after the change in control, the
executive is terminated without cause or the executive terminates voluntarily
either for "good reason," as defined in the agreements, or during the
thirteenth month following a change in control for any reason. In such
circumstances, the executive will receive a severance payment equal to one and
one-half times the executive's annual salary plus the executive's targeted
annual bonus (as calculated under the terms of the agreements). The Company's
1987 Stock Option Plan, 1997 Omnibus Stock Incentive Plan and 1987 Partnership
Plan also provide for immediate vesting or payment in the event of a change in
control.
Other Certain Transactions
In the ordinary course of business, the Company and its subsidiaries enter
into transactions with other business entities of which certain of the
Corporation's directors and nominees for director are executive officers,
partners or shareholders. The terms of all such transactions were reported at
arms' length and resulted in terms as fair to the Company and its subsidiaries
as could have been obtained from third parties.
J. Patrick Horner, a director of the Company, was President of Management
Support Technology, during fiscal 1999 when it received fees totaling
approximately $125,000 from the Company to conduct a one-time analysis of
information technology systems of one of the Company's subsidiaries.
13
<PAGE>
Comparative Stock Performance
Comparison of Five-Year Cumulative Total Return
February 26, 1994 to February 27, 1999
The line graph compares the cumulative total shareholder return on the
common stock of the Company for the last five fiscal years with cumulative
total return on the S&P Small Cap 600 Index and the peer group index described
below.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Feb '94 Feb '95 Feb '96 Feb '97 Feb '98 Feb '99
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Apogee 100 114.66 133.65916 274.42899 178.62857 120.8116
S&P Small Cap 100 95.78 125.50053 146.45912 196.02821 161.15265
Peer Group 100 104.12403 107.31633 123.90408 148.64824 114.34245
Peer Group Check 100 104.1 107.3 123.9 148.6 114.3
</TABLE>
- --------
Assumes $100 invested at the close of trading on February 27, 1994 in Apogee
Enterprises, Inc. common stock, S&P Small Cap 600 and the peer group composite
listed below. Assumes reinvestment of all dividends.
For the fiscal year ended February 27, 1999, the Company's primary business
activities included the fabrication and coating of architectural and consumer
glass (about 23% of net sales), the fabrication, distribution and installation
of automotive replacement glass (about 40% of net sales) and the design and
installation of nonresidential curtainwall and window systems (about 37% of
net sales). The Company is not aware of any competitors, public or private,
that are similar to it in size and scope of business activities. Most of the
Company's direct competitors are either privately owned or divisions of
larger, publicly owned companies. The "peer" group in the accompanying total
return graph consists of all public companies with market capitalization of
$500 million or less as of February 27, 1999 that are known to the Company to
be engaged in some aspect of glass and/or aluminum products or services for
construction and/or automotive end markets.
The companies included in the peer group index are: Butler Manufacturing
Corporation, Donnelley Corporation, Excel industries, International Aluminum
Corporation, Robertson-Ceco Corporation, Southwall Technologies and Sun
Distributors.
14
<PAGE>
Item 2: APPROVAL OF THE DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
On October 9, 1998, the Board of Directors, following the recommendation of
the Compensation Committee, adopted the Apogee Enterprises, Inc. Deferred
Compensation Plan for Non-Employee Directors (the "Plan"), subject to the
approval of the Plan by the shareholders at the 1999 Annual Meeting of
Shareholders. The following description is a brief summary of the Plan, a copy
of which is attached hereto as Exhibit A and incorporates, in its entirety,
reference to this item.
The Plan was adopted by the Company to provide a means whereby amounts
payable by the Company to its Non-Employee Directors for services as a member
of the Company's Board may be deferred to some future period. It is also
intended to motivate such Non-Employee Directors to continue to make
contributions to the growth and profits of the Company and to increase their
ownership of shares of Common Stock, and align their interest in the long-term
success of the Company with that of the other shareholders. Under the plan,
participants may defer a portion of their annual retainer and meeting fees
into deferred stock accounts. The Company will match 10% of the elected
deferral. Each participating director will receive a credit of shares of the
Company's Common Stock in an amount equal to the amount deferred divided by
the fair market value of one share as of the crediting date. These accounts
will also be credited on each dividend payment date in an amount equal to the
dividend paid on a share of Common Stock multiplied by the number of shares
credited to each account. Participating directors also elect to receive the
amounts credited to their accounts in the form of shares of Common Stock (plus
cash in lieu of fractional shares) either in a lump sum or in installments,
and either at a fixed date, age 70, or following death or retirement from the
Board. This plan is an unfunded, book-entry, "phantom stock unit" plan as to
which no trust or other vehicle has been established to hold any shares of
Common Stock.
If the shareholders do not approve the Plan, the Company will terminate the
Plan immediately.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR this proposal. The affirmative
vote of a majority of the shares entitled to vote and present in person or
proxy at the annual meeting is necessary to approve the proposed amendment.
Unless authority is withheld, the Proxy will be voted for the proposed
approval of the Company's Deferred Compensation Plan for Non-Employee
Directors.
Item 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
On April 15, 1999, the Company determined not to re-engage its independent
auditors, KPMG Peat Marwick LLP ("KPMG") and appointed Arthur Andersen LLP as
its new independent auditors, effective immediately. This determination
followed the Company's decision to seek proposals from independent accounting
firms, including KPMG, with respect to the engagement of independent
accountants to audit the Company's financial statements for the fiscal year
ending February 26, 2000. The decision not to re-engage KPMG and to retain
Arthur Andersen was approved by the Company's Board of Directors upon the
recommendation of its Audit Committee.
The reports of KPMG on the financial statements of the Company for its
fiscal years ended February 27, 1999 and February 28, 1998 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. During the Company's two
most recent fiscal years and the subsequent interim period through April 15,
1999, (i) there were no disagreements between the Company and KPMG on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of
KPMG, would have caused KPMG to make reference to the subject matter of the
disagreement ("Disagreement") in connection with its reports and (ii) there
were no reportable events ("Reportable Event"), as defined in Item 304
(a)(1)(v) of Regulations S-K
15
<PAGE>
of the Securities and Exchange Commission, with the exception of items related
to internal control deficiencies of the Company's Asian construction
operations, including inadequate project accounting and review procedures. The
Company agreed with the characterization of said items as reportable events
and undertook appropriate actions to remedy the internal control deficiencies.
The Company has not, during the Company's two most recent fiscal years or
the subsequent interim period through April 15, 1999, consulted with Arthur
Andersen regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and either a written
report was provided to the Company or oral advice was provided that Arthur
Andersen concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a Disagreement with
KPMG or a Reportable Event.
The Company reported the change in accountants on Form 8-K on April 22,
1999. The Form 8-K contained a letter from KPMG, addressed to the Securities
and Exchange Commission stating that it agreed with the comments in clause (i)
of the second paragraph of the above statements, and was not in a position to
agree or disagree with the comments in the remainder of the above statements.
The Company is seeking the ratification by the shareholders of its
appointment of Arthur Andersen to audit the books and accounts of the Company
and its subsidiaries for the fiscal year ending February 26, 2000.
Ratification of the selection will require the affirmative vote of a majority
of the shares of Common Stock of the Company entitled to vote and represented
at the meeting in person or by proxy.
A representative of KPMG will be present at the Annual Meeting of
Shareholders with the opportunity to make a statement and to respond to
questions. The Company anticipates that a representative of Arthur Andersen
will also be present at the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any shareholder wishing to have a proposal considered for submission at the
2000 Annual Meeting of Shareholders must submit the proposal in writing to the
Secretary of the Company at the address indicated above in accordance with all
applicable rules and regulations of the SEC no later than January 25, 2000.
Under the Company's Bylaws, a shareholder proposal not included in the
Company's Proxy Statement for its 2000 Annual Meeting of Shareholders is
untimely and may not be presented in any manner at the 2000 Annual Meeting of
Shareholders unless the shareholder wishing to make such proposal follows
certain specified notice procedures set forth in the Company's Bylaws,
including delivering notice of such proposal in writing to the Secretary of
the Company at the address indicated on the first page of this Proxy Statement
not later than February 22, 2000.
GENERAL
The 1999 Annual Report to Shareholders for the fiscal year ended February
27, 1999 is being mailed with this Proxy Statement.
Management does not intend to present any matters at the meeting not
referred to above and does not presently know of any matter that may be
presented to the meeting by others. However, if other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
form of proxy to vote thereon in accordance with their best judgment.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of mails, certain officers and
regular employees of the Company may solicit the return of proxies by
16
<PAGE>
telephone, telegram or personal interview, and may request brokerage houses
and custodians, nominees and fiduciaries to forward soliciting materials to
their principals and will reimburse them for their reasonable out-of-pocket
expenses.
Shareholders who wish to obtain a copy of the Company's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission, for the fiscal
year ended February 27, 1999, may do so without charge by writing to the
Secretary at Suite 1800, 7900 Xerxes Avenue South, Minneapolis, Minnesota
55431-1159.
By Order of the Board of Directors,
/s/ Martha L. Richards
Martha L. Richards
General Counsel and Secretary
Dated: May 10, 1999
17
<PAGE>
EXHIBIT A
APOGEE ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1.Establishment and Purpose.
1.1. Establishment. APOGEE ENTERPRISES, INC., a Minnesota corporation,
together with any and all subsidiaries, hereby establishes, effective as of
January 1, 1998, a deferred compensation plan for the non-employee members of
its Board which shall be known as the Deferred Compensation Plan for Non-
Employee Directors (hereinafter called the "Plan").
1.2. Purpose. The purpose of this Plan is to provide a means whereby amounts
payable by the Company to its Non-Employee Directors for services as a member
of the Company's Board may be deferred to some future period. It is also the
purpose of this Plan to motivate such Non-Employee Directors to continue to
make contributions to the growth and profits of the Company and to increase
their ownership of shares of Common Stock, as hereafter defined, and thereby
align their interest in the long-term success of the Company with that of the
other shareholders. This will be accomplished by allowing each Participating
Director to elect voluntarily to receive all or a portion of his or her
retainer and fees in the form of shares of deferred Common Stock pursuant to
an irrevocable election made under this Plan.
2.Definitions.
2.1. Definitions. Whenever used hereinafter, the following terms shall have
the meaning set forth below:
(a) "Administrative Committee" means the Chief Executive Officer and Chief
Financial Officer of the Company, whether or not such individuals are
also members of the Board of the Company.
(b) "Board" means the Board of Directors of the Company.
(c) "Common Stock" means the common stock, par value $0.33 1/3 per share,
of Apogee Enterprises, Inc.
(d) "Company" means APOGEE ENTERPRISES, INC., a Minnesota corporation,
together with all its subsidiaries.
(e) "Deferral Election Form" means the irrevocable election to defer the
receipt of Fees and Retainer as provided for in Section 4.3 of this
Plan.
(f) "Deferred Stock Account" means the account established pursuant to
Section 4.2 of this Plan.
(g) "Election Amount" means the amount of the Retainer and Fees the
Participating Director elects to defer as set forth in Section 4.1 of
this Plan.
(h) "Eligible Director" means any Non-Employee Director of the Company as
set forth in Section 3 of this Plan.
(i) "Fair Market Value" means the value as set forth in Section 4.6 of this
Plan.
(j) "Fees" means the amount payable to a Director for attendance at Board
or Committee meetings as set forth in Section 4.1 of this Plan.
(k) "Incentive Amount" means 10% of the Election Amount that is designated
an added benefit given to Participating Directors from the Company as
set forth in Section 4.1 of this Plan.
(l) "Maturity Date" means the date set forth in Section 6.1 of this Plan.
(m) "Non-Employee Director" means an individual who is a member of the
Board of the Company but who is not an employee of the Company or any
of its subsidiaries.
A-1
<PAGE>
(n) "Participant" means any individual who meets the eligibility
requirement set forth in Section 3 of this Plan.
(o) "Participating Director" has the meaning set forth in Section 4.1.
(p) "Plan Year" means the approximately 12 month period which runs from the
first meeting of the Board of the Company following the election of
such Board at the annual meeting of shareholders of the Company until
the next meeting of shareholders at which any members of such Board are
elected by the shareholders.
(q) "Retainer" means the amount payable to a Director for services rendered
as a Director as set forth in Section 4.1 of this Plan.
(r) "Stock Deferral Election" means the election made pursuant to Section
4.1 of this Plan.
2.2. Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in the Plan shall also include the feminine
gender, and the definition of any term herein in the singular shall also
include the plural.
3.Eligibility for Participation.
Any Non-Employee Director of the Company shall be eligible to participate in
this Plan (an "Eligible Director"). In the event a Participant no longer meets
the requirements for participation in this Plan, he shall become an inactive
Participant, retaining all the rights described under this Plan, except the
right to make any further deferrals, until the time that he again becomes an
active Participant.
4.Election to Receive Stock and Stock Issuance.
4.1. Election to Receive Stock in Lieu of Cash. On forms provided by the
Company, each Eligible Director who decides to participate ("Participating
Director") may irrevocably elect ("Stock Deferral Election") to defer receipt
of cash, equal to 25%, 50%, 75% or 100% of the sum of the annual Retainer and
any Fees. The amounts to be deferred will be in the form of a Common Stock
credit to the Participating Director's Deferred Stock Account, as set forth in
Section 4.2 hereof, for the amount of the Retainer and Fees the Participating
Director elects to defer (the "Election Amount") plus an amount equal to 10%
of the Election Amount (the "Incentive Amount") designated as an incentive
benefit given to Participating Directors from the Company. The Stock Deferral
Election shall be made pursuant to Section 4.3. Any Stock Deferral Election
may only be amended or revoked in accordance with the procedure set forth in
Section 4.8.
4.2. Deferred Stock Account. Eligible Directors are customarily paid the
Fees in monthly installments at the beginning of each month. The Retainer is
also paid in monthly installments at the beginning of each month for the
services to be rendered during that month. Shares of Common Stock having a
Fair Market Value, as defined in Section 4.6, equal to the amount of the
Retainer and Fees so elected for deferral plus the Incentive Amount shall be
credited to such Participating Director's account (a "Deferred Stock
Account"), when each monthly installment of the Retainer and Fees would
otherwise be customarily paid. The Company shall not issue fractional shares;
however, with respect to elections made under Section 4.1, fractional shares
will be credited to the Deferred Stock Accounts (rounded to the nearest one-
hundredth share). Whenever, under the terms of this Plan, a fractional share
would be required to be issued, an amount in lieu thereof shall be paid in
cash for such fractional share based upon the same Fair Market Value as was
utilized to determine the number of Shares to be issued on the relevant issue
date. In the event that a Participating Director elects to receive less than
100% of each monthly installment of the Retainer and Fees in shares of Common
Stock, he shall receive the balance of the monthly installment in cash.
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4.3. Manner of Making Deferral Election. A Participating Director may elect
to defer payment of the Retainer and payment of Fees pursuant to this Plan by
filing, at any time prior to the beginning of a Plan Year (or by such other
date as the Administrative Committee shall determine), an irrevocable election
with the Administrator on a form provided for that purpose ("Deferral Election
Form"), except that:
(a) for the Plan Year which began June 23, 1998 an election may be filed at
any time on or prior to December 31, 1998, to be effective for Retainer
and Fees to be earned and paid after the date of such election, and
(b) any person who is first elected to the Board of the Company after the
beginning of a Plan Year may make an election pursuant to this Section
4.1 at any time prior to attendance at his first meeting of the Board
or any committee thereof and shall be effective as of the date the
Participant was elected.
The Deferral Election Form shall specify an amount to be deferred expressed
as a percentage of the Participating Director's Retainer and Fees. In all
circumstances, the first credit to a Participant's Deferred Stock Account will
only include the Retainer and Fees for services performed after the effective
date.
4.4. Credits to Deferred Stock Account for Elective Deferrals. On the first
day of each calendar month, a Participating Director shall receive a credit to
his or her Deferred Stock Account. The amount of the credit shall be the
number of shares of Common Stock (rounded to the nearest one-hundredth of a
share) determined by dividing an amount equal to the Participating Director's
Retainer payable and Fees payable on such date and specified for deferral
pursuant to Section 4.1 plus the Incentive Amount, by the Fair Market Value of
a share of Common Stock on such date.
4.5. Dividend Credit. Each time a dividend is paid on the Common Stock, the
Participating Director shall receive a credit to his or her Deferred Stock
Account equal to that number of shares of Common Stock (rounded to the nearest
one-hundredth of a share) having a Fair Market Value on the dividend payment
date equal to the amount of the dividend payable on the number of shares
credited to the Participating Director's Deferred Stock Account on the
dividend record date.
4.6. Fair Market Value. For purposes of converting dollar amounts into
shares of Common Stock, the Fair Market Value of each share of Common Stock
shall be equal to the closing price of one share of the Common Stock on the
NASDAQ National Market (or other exchange on which the shares of Common Stock
are then listed and primarily traded) on the last business day preceding the
date on which such shares are to be credited to a Participating Director's
Deferred Stock Account.
4.7. Change in Election. Each Participating Director may irrevocably elect
in writing to change an earlier Stock Deferral Election, either to change the
percentage of that Participating Director's Retainer and Fees to be credited,
respectively, in shares of Common Stock or to receive the entire Retainer or
Fees in cash. Such amended Stock Deferral Election shall become effective on
the first business day of the month following receipt by the Company thereof.
4.8. Termination of Service as a Director. If a Participating Director
leaves the Board before the conclusion of any month, he or she will be paid
the monthly installment of the Retainer and Fees entirely in cash,
notwithstanding that a Stock Deferral Election made by such Participating
Director is on file with the Company. The date of termination of a
Participating Director's service as a Director of the Company will be deemed
to be the date of termination recorded on the personnel or other records of
the Company.
5.Shares Available for Issuance.
5.1. Maximum Number of Shares Available. The maximum number of shares of
Common Stock that will be available for issuance under this Plan will be
200,000 shares, subject to any adjustments made in accordance with the
provisions of Section 5.2. The shares of Common Stock available for issuance
under this Plan shall be authorized but unissued shares.
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5.2. Adjustments to Shares. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, divestiture or
extraordinary dividend, an appropriate adjustment will be made in the number
and/or kind of securities available for issuance under this Plan to prevent
either the dilution or the enlargement of the rights of the Eligible and
Participating Directors.
6.Deferral Payment.
6.1. Maturity of Deferred Stock Account. A Participant's account shall
become payable to (or with respect to) a Participant upon the earliest of, or
upon the occurrence of, one of the following events (the "Maturity Date"), as
elected by the Participant in connection with the Deferral Election Form:
(a) The Participant's membership on the Board of the Company terminates
under any circumstances,
(b) A date selected by the Participant,
(c) The Participant reaches seventy (70) years of age, or
(d) The Participant's death.
6.2. Form of Deferral Payment. At the time of making the Stock Deferral
Election, each Participating Director shall also complete a deferral payment
election specifying one of the payment options described in Sections 6.3 and
6.4, and an election pursuant to Section 6.1 for the Maturity Date. The
deferral payment election shall be irrevocable as to all amounts credited to
the Participating Director's Deferred Stock Account. The Participating
Director may change the deferral payment election by means of a subsequent
deferral payment election in writing that will take effect for deferrals
credited after the date the Company receives such subsequent deferral payment
election.
6.3. Payment of Deferred Stock Accounts in a Lump Sum. Unless a
Participating Director elects to receive payment of his or her Deferred Stock
Account in installments as described in Section 6.4, credits to a
Participating Director's Deferred Stock Account shall be payable in full on
the first business day of the calendar year following the Maturity Date. If
the provisions of Section 7 become applicable and a Participating Director's
designated beneficiary or beneficiaries are entitled to receive payment, such
distributions shall, in all cases be made in a lump sum in accordance with
this Section and not Section 6.4 of this Plan. All payments shall be made in
shares of Common Stock plus cash in lieu of any fractional share.
Notwithstanding the foregoing, in the event of a Change of Control (as defined
in Section 12), credits to a Participating Director's Deferred Stock Account
immediately prior to the effective time of the transaction constituting the
Change of Control shall be paid in full to the Participating Director or the
Participating Director's beneficiary or estate, as the case may be, either in
whole shares of Common Stock (together with cash in lieu of a fractional
share) or, if the holders of Common Stock generally are to receive other
consideration in such Change of Control transaction, in the consideration per
share of Common Stock to be received by such holders of Common Stock, in
either case, on the business day immediately after the effective date of the
transaction.
6.4. Payment of Deferred Stock Accounts in Installments. A Participating
Director may elect to have his or her Deferred Stock Account paid in annual
installments following the Maturity Date. All payments shall be made in shares
of Common Stock plus cash in lieu of any fractional share. All installment
payments shall be made annually beginning on the first business day of the
calendar year following the Maturity Date. The amount of each installment
payment shall be computed as the number of shares credited to the
Participating Director's Deferred Stock Account on the relevant installment
payment date, multiplied by a fraction, the numerator of which is one and the
denominator of which is the total number of installments elected (not to
exceed ten) minus the number of installments previously paid. Amounts paid
prior to the final installment payment shall be rounded to the nearest whole
number of shares; the final installment payment shall be for the whole number
of shares then credited to the Participating Director's Deferred Stock
Account, together with cash in lieu of any fractional shares. Notwithstanding
the foregoing, in the event of a Change of Control (as defined in Section 12),
credits to
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a Participating Director's Deferred Stock Account immediately prior to the
effective time of the transaction constituting the Change of Control shall be
paid in full to the Participating Director or the Participating Director's
beneficiary or estate, as the case may be, either in whole shares of Common
Stock (together with cash in lieu of a fractional share) or, if the holders of
Common Stock generally are to receive other consideration in such Change of
Control transaction, in the consideration per share of Common Stock to be
received by such holders of Common Stock, in either case, on the business day
immediately after the effective date of the transaction.
7.Beneficiary.
A Participant may designate a beneficiary or beneficiaries who, upon his
death, are to receive the distributions that otherwise would have been paid to
him. Such distributions shall be paid in a lump sum to the beneficiary or
beneficiaries in accordance with Section 6.3 of the Plan. All designations
shall be in writing and shall be effective only if and when delivered to the
Company during the lifetime of the Participant. Unless otherwise indicated by
the Participant, no amounts shall be paid to a beneficiary who dies before the
Participant.
A Participant may from time to time during his lifetime change his
beneficiary or beneficiaries by a written instrument delivered to the Company.
In the event a Participant shall not designate a beneficiary or beneficiaries
pursuant to this Section, or if for any reason such designation shall be
ineffective, in whole or in part, the distribution that otherwise would have
been paid to such Participant shall be paid to his estate and in such event,
the term "beneficiary" shall include his estate.
8.Nontransferability.
In no event shall the Company make any payment under this Plan to any
assignee or creditor of a Participant or of a beneficiary. Prior to the time
of payment hereunder, a Participant or beneficiary shall have no rights by way
of anticipation or otherwise to assign or otherwise dispose of any interest
under this Plan nor shall such rights be assigned or transferred by operation
of the law.
9.Limitation on Rights of Eligible and Participating Directors.
9.1. Service as a Director. Nothing in this Plan will interfere with or
limit in any way the right of the Company's Board or its shareholders to
remove an Eligible or Participating Director from such Board. Neither this
Plan nor any action taken pursuant to it will constitute or be evidence of any
agreement or understanding, express or implied, that the Company's Board or
its shareholders have retained or will retain an Eligible or Participating
Director for any period of time or at any particular rate of compensation.
9.2. Nonexclusivity of the Plan. Nothing contained in this Plan is intended
to effect, modify or rescind any of the Company's existing compensation plans
or programs or to create any limitations on the Board's power or authority to
modify or adopt compensation arrangements as the Board may from time to time
deem necessary or desirable.
10. Plan Amendment, Modification and Termination. The Board may suspend or
terminate this Plan at any time. The Board may amend this Plan from time to
time in such respects as the Board may deem advisable in order that this Plan
will conform to any change in applicable laws or regulations or in any other
respect that the Board may deem to be in the Company's best interests;
provided, however, that no amendments to this Plan will be effective without
approval of the Company's shareholders, if shareholder approval of the
amendment is then required pursuant to Rule 16b-3 (or any successor rule)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
the rules of the NASDAQ National Market (or other exchange on which the shares
of Common Stock are then listed and primarily traded). In addition, this Plan
may not be amended more than once every six months other than to conform it
with changes in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, or the rules thereunder.
11. Participants Are General Creditors of the Company. The Participating
Directors and beneficiaries thereof shall be general, unsecured creditors of
the Company with respect to any payments to be made pursuant to this Plan and
shall not have any preferred interest by way of trust, escrow, lien or
otherwise in
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any specific assets of the Company. If the Company shall, in fact, elect to
set aside monies or other assets to meet its obligations hereunder (there
being no obligation to do so), whether in a grantor's trust or otherwise, the
same shall, nevertheless, be regarded as a part of the general assets of the
Company subject to the claims of its general creditors, and neither any
Participating Director nor any beneficiary thereof shall have a legal,
beneficial or security interest therein.
12.Change of Control.
12.1 Change of Control. A "Change in Control" shall mean:
(a) a change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or successor provision thereto, whether or not the Company is
then subject to such reporting requirement including, without
limitation, any of the following events:
(i) the consummation of any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's common stock would be
converted into cash, securities, or other property, other than a
merger of the Company in which the holders of the Company's common
stock immediately prior to the consolidation or merger have the
same proportionate ownership of common stock of the surviving
corporation immediately after the merger; or
(ii) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of
the assets of the Company;
(b) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "Beneficial Owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the combined
voting power of the Company's then outstanding securities;
(c) the Continuing Directors (as defined in Section 12.2 hereof) cease to
constitute a majority of the Company's Board; or
(d) the majority of the Continuing Directors determine in their sole and
absolute discretion that there has been a change in control of the
Company.
12.2 Continuing Director. "Continuing Director" shall mean any person who is
a member of the Board of the Company, who is not an Acquiring Person (as
hereinafter defined) or an Affiliate or Associate (as hereinafter defined) of
an Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, and who (a) was a member of the Board on the date, as
of which this Plan first became effective or (b) subsequently becomes a member
of the Board, if such person's initial nomination for election or initial
election to the Board is recommended or approved by a majority of the
Continuing Directors. For purposes of this Section 12.2: "Acquiring Person"
shall mean any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) who or which, together with all Affiliates and Associates of
such person, is the Beneficial Owner of 10% or more of the shares of Common
Stock of the Company then outstanding, but shall not include the Company, any
subsidiary of the Company or any Executive benefit plan of the Company or of
any subsidiary of the Company or any entity holding shares of Common Stock
organized, appointed or established for, or pursuant to the terms of, any such
plan; and "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.
13.Miscellaneous.
13.1. Securities Law and Other Restrictions. Notwithstanding any other
provision of this Plan or any Stock Deferral Election or Amended Election
delivered pursuant to this Plan, the Company will not be required to issue any
shares of Common Stock under this Plan and a Participating Director may not
sell, assign, transfer
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or otherwise dispose of shares of Common Stock issued pursuant to this Plan,
unless (a) there is in effect with respect to such shares a registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
and any applicable state securities laws or an exemption from such
registration under the Securities Act and applicable state securities laws,
and (b) there has been obtained any other consent, approval or permit from any
other regulatory body that the Administrator, in his or her sole discretion,
deems necessary or advisable. The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements from the
parties involved, and the placement of any legends on certificates
representing shares of Common Stock, as may be deemed necessary or advisable
by the Company, in order to comply with such securities law or other
restriction.
13.2. Governing Law. The validity, construction, interpretation,
administration and effect of this Plan and any rules, regulations and actions
relating to this Plan will be governed by and construed exclusively in
accordance with the laws of the State of Minnesota.
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APOGEE ENTERPRISES, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints RUSSELL HUFFER, ROBERT G. BARBIERI and MARTHA L.
RICHARDS as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes any one of them to represent and to vote, as designated below,
all the shares of Common Stock of Apogee Enterprises, Inc. held of record by the
undersigned on April 27, 1999, at the Annual Meeting of Shareholders to be held
on June 22, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS: * FOR all nominees * WITHHOLD AUTHORITY
listed below (except to vote for all nominees
as marked to the listed below
contrary below)
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through nominee's name in the list below:
BARBARA B. GROGAN J. PATRICK HORNER
STEPHEN C. MITCHELL
- --------------------------------------------------------------------------------
2. PROPOSAL TO APPROVE THE DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS.
* FOR * AGAINST * ABSTAIN
- --------------------------------------------------------------------------------
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
* FOR * AGAINST * ABSTAIN
- --------------------------------------------------------------------------------
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be brought before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR Proposals 1, 2 and 3. Please sign exactly as your name
appears below. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:______________________________ , 1999
______________________________________________
Signature
______________________________________________
Signature if held jointly
______________________________________________
Title (If applicable)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
