<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 (S) 240.14a-11(c) or (S) 240.14a-12
Berger Holdings, Ltd.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Berger Holdings, Ltd.
- --------------------------------------------------------------------------------
(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>
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2000
The Annual Meeting of Shareholders (the "Meeting") of Berger Holdings, Ltd.
(the "Company") will be held on Wednesday, June 21, 2000, at 10:00 a.m. local
time at the offices of the Company, 805 Pennsylvania Boulevard, Feasterville,
PA 19053, for the following purposes:
1. To elect three directors to hold office until their successors in
office have been duly elected and qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The close of business on April 28, 2000 has been fixed as the record date
for the Meeting. All shareholders of record at that time are entitled to
notice of and to vote at the Meeting and any adjournment or postponement
thereof. In the event that the Meeting is adjourned for one or more periods
aggregating at least 15 days due to the absence of a quorum, those
shareholders entitled to vote who attend the adjourned meeting, although
otherwise less than a quorum, shall constitute a quorum for the purpose of
acting upon any matter set forth in this notice.
All shareholders are cordially invited to attend the Meeting. The Board of
Directors of the Company urges you to date, sign and return promptly the
enclosed proxy to give voting instructions with respect to your shares of
Common Stock. The proxies are solicited by the Board of Directors of the
Company. The return of the proxy will not affect your right to vote in person
if you do attend the Meeting. A copy of the Company's 1999 Annual Report to
Shareholders is also enclosed.
Joseph F. Weiderman
President, Chief Operating Officer
and Secretary
Feasterville, Pennsylvania
May 10, 2000
<PAGE>
BERGER HOLDINGS, LTD.
805 Pennsylvania Boulevard
Feasterville, PA 19053
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Berger Holdings, Ltd. (the "Company"), a Pennsylvania corporation, for use at
the Company's Annual Meeting of Shareholders (the "Meeting") to be held on
Wednesday, June 21, 2000, at 10:00 a.m. local time at the offices of the
Company, 805 Pennsylvania Boulevard, Feasterville, PA 19053 and any
adjournment or postponement thereof. This proxy statement, the foregoing
notice and the enclosed proxy are first being mailed to shareholders on or
about May 10, 2000.
The Board does not intend to bring any matters before the Meeting other than
the matters specifically referred to in the Notice of the Meeting, nor does
the Board know of any matter that anyone else proposes to present for action
at the Meeting. However, if any other matters properly come before the
Meeting, the persons named in the accompanying proxy or their duly constituted
substitutes acting at the Meeting will be deemed authorized to vote or
otherwise act thereon in accordance with their judgment on such matters.
In the absence of instructions, the shares of Common Stock (as defined
below) represented at the Meeting by the enclosed proxy will be voted "FOR"
the nominees of the Board in the election of a director. Any proxy may be
revoked at any time prior to its exercise by notifying the Secretary of the
Company in writing, by delivering a duly executed proxy bearing a later date
or by attending the Meeting and voting in person.
VOTING SECURITIES
At the close of business on April 28, 2000, the record date, the Company had
outstanding 5,405,265 shares of common stock, par value $0.01 per share (the
"Common Stock").
On all matters voted upon at the Meeting and any adjournment or postponement
thereof, each record holder of Common Stock as of the record date will be
entitled to one vote per share.
The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes that all shareholders, voting as a single class,
are entitled to cast on each matter to be acted upon at the Meeting shall
constitute a quorum for the purposes of consideration and action on that
matter. All shareholders vote as a single class as to all matters other than
the election of directors. Each matter to be voted on shall be authorized upon
receiving the affirmative vote of a majority of the votes cast by all
shareholders entitled to vote thereon. An abstention will be counted as being
present for purposes of determining the presence or absence of a quorum with
respect to the applicable matter, but will not constitute a vote cast for or
against that matter. As to certain matters, brokers who hold shares in street
name for customers are not entitled to vote those shares without specific
instructions from such customers. Under applicable Pennsylvania law, a broker
no-nvote will count as being present with respect to such matter for purposes
of determining the presence or absence of a quorum, but will not count as a
vote cast for or against the applicable matter. In the event that the Meeting
has been adjourned for one or more periods aggregating at least 15 days
because of an absence of a quorum, those shareholders entitled to vote who
attend the adjourned meeting, although less than a quorum as described above,
shall nevertheless constitute a quorum for the purpose of acting upon any
matter set forth in the foregoing notice.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, information with
respect to the securities holdings of (i) the Company's directors and
executive officers, (ii) all directors and executive officers as a group, and
(iii) all persons believed by the Company to beneficially own more than five
percent of the outstanding Common stock based upon filings with the Securities
and Exchange Commission (the "Commission"). Unless otherwise indicated, such
ownership is believed to be direct, with sole voting and investment power. The
address of each such person is 805 Pennsylvania Boulevard, Feasterville, PA
19053, unless a different address is indicated.
<TABLE>
<CAPTION>
Shares Owned
Beneficially
Name of Outstanding and Percentage
Beneficial Owner of Record of Shares
------------------- ------------ ----------
<S> <C> <C>
Theodore A. Schwartz................................ 565,692(1) 9.62%
Joseph F. Weiderman................................. 488,090(2) 8.35%
Paul L. Spiese, III................................. 444,726(3) 7.61%
Jacob I. Haft, M.D.................................. 183,200(4) 3.28%
Larry Falcon........................................ 97,791(5) 1.76%
Dr. Irving Kraut.................................... 308,433(6) 5.53%
Jay Seid............................................ 36,500(7) *
John Paul Kirwin, III............................... 15,000(7) *
Francis E. Wellock, Jr.............................. 220,750(8) 3.89%
Finova Mezzanine Capital, Inc....................... 588,235(9) 9.68%
Argosy Investment Partners, L.P..................... 352,941(9) 6.04%
Emerald Advisors.................................... 503,660 9.17%
All Directors, Executive Officers and 5% owners as a
group (12 persons)................................. 3,805,018(10) 47.61%
</TABLE>
- --------
* =less than 1%
(1) Includes 1,500 shares of Common Stock registered to Mr. Schwartz as joint
tenant with Janice L. Bredt and options to purchase 390,000 shares of
Common Stock.
(2) Includes options to purchase 357,950 shares of Common Stock.
(3) Includes options to purchase 353,700 shares of Common Stock.
(4) Includes options to purchase 95,000 shares of Common Stock.
(5) Includes options to purchase 60,000 shares of Common Stock.
(6) Includes options to purchase 85,000 shares of Common Stock.
(7) Includes options to purchase 15,000 shares of Common Stock.
(8) Includes options to purchase 189,000 shares of Common Stock.
(9) Consists solely of shares of Subordinated Debentures convertible into
Common Stock.
(10) Includes and reflects all holdings described in notes (1)--(9).
ELECTION OF DIRECTORS AND CONTINUING DIRECTORS
The Board of Directors
The bylaws of the Company provide for a board of directors consisting of
three classes, with each class being as equal in number as possible. At each
annual meeting of shareholders, directors are elected for a full term of three
years to succeed directors whose terms are expiring. The Board has nominated
Dr. Irving Kraut, Theodore A. Schwartz and Jay Seid to serve as directors
until their respective successors in office have been duly qualified and
elected. Dr. Kraut and Messrs. Schwartz and Seid are currently serving as
directors and each of them has indicated a willingness to continue to serve as
a director. In the event that Dr. Kraut, Mr. Schwartz or Mr. Seid becomes
unavailable to accept nomination or election as a director, the persons named
in the enclosed proxy will vote the shares they represent for the election of
such other persons as the Board may recommend, unless the Board reduces the
number of directors.
2
<PAGE>
Proxies for holders of Common Stock executed on the enclosed form will be
voted, in the absence of other instructions, "FOR" the election of Dr. Kraut
and Messrs. Schwartz and Seid.
Set forth below, with respect to each nominee for director and each director
continuing in office, is the name, age, the time period during which he has
served as a director of the Company and his principal occupation or employment
and business affiliations at present and during the past five years.
Nominees For Election as Director with Terms to Expire in 2003
Dr. IRVING KRAUT, age 82, has served as a director of the Company since July
1993. Dr. Kraut was a practicing orthodontist from 1948 to 1991. Since that
time, he has served as a consultant to orthodontists in his capacity as
President of Irving Kraut, D.D.S., P.A. Since 1978, Dr. Kraut has served as a
director of Princeton Research Lands, Inc., a private real estate company.
THEODORE A. SCHWARTZ, age 70, was elected a director of the Company
effective June 1987 and served as President of the Company from May 5, 1988 to
May 30, 1989 and from July 17, 1990 to January 15, 1991. From May 30, 1989 to
present, Mr. Schwartz has served as Chairman of the Board and Chief Executive
Officer of the Company. Mr. Schwartz holds a Bachelor of Science Degree in
Economics from the Wharton School of Finance. Prior to his joining the
Company, Mr. Schwartz spent 35 years in the investment banking and securities
industry.
JAY SEID, age 39, was elected as a director of the Company on December 15,
1997. Mr. Seid is a Vice President of Bachow & Associates, a venture capital
firm. Prior to joining Bachow & Associates in December 1992, Mr. Seid was
President and General Counsel of Judicate, Inc. Previously he was an attorney
specializing in corporate law at Wolf, Block, Schorr and Solis-Cohen LLP in
Philadelphia. Mr. Seid graduated with a B.A. from Rutgers University and
received a J.D. from New York University School of Law.
Continuing Directors with Terms to Expire in 2002
JOSEPH F. WEIDERMAN, age 58, was elected a director of the Company on June
1, 1990, has served as Secretary and Treasurer of the Company since February
1990, served as Chief Financial Officer of the Company from June 1, 1990 to
August 19, 1996, was elected President of the Company on January 15, 1991 and
has served as Chief Operating Officer of the Company since June 1, 1990. Mr.
Weiderman holds a Bachelor of Science Degree in Accounting and a Master of
Business Administration Degree in Finance from LaSalle University. Prior to
his joining the Company, Mr. Weiderman served for over 14 years as the Chief
Financial Officer of Harry Levin, Inc., a multistore retailer.
JACOB I. HAFT, M.D., age 63, was elected a director of the Company in
conjunction with the Company's acquisition of Berger Bros Company ("Berger
Bros") in 1989. Dr. Haft has practiced medicine, with a specialization in
cardiology, for over twentyfive years. Since 1974, Dr. Haft has been a
Cardiologist and from 1974 to 1998 was Chief of Cardiology at St. Michael's
Medical Center in Newark, New Jersey. In addition, Dr. Haft is currently a
Clinical Professor of Medicine at the New Jersey College of Medicine and
Dentistry and Professor of Medicine at the Seton Hall University Post Graduate
School of Medicine. Dr. Haft has several professional certifications, is a
member of various professional societies and associations and has published
many scholarly articles and books. Dr. Haft has served on the Cardiac Services
Committee of the New Jersey Department of Health.
JOHN PAUL KIRWIN, III, age 44, was elected as a director of the Company on
December 15, 1997. Mr. Kirwin is a principal in Argosy Investment Partners,
L.P., a small business investment company. Mr. Kirwin is also a principal in
Odyssey Capital Group, L.P., a private investment fund. Mr. Kirwin was a
corporate and securities attorney for 14 years, including six years as a
partner at McCausland, Keen & Buckman, until joining Odyssey full time in
January 1996. Mr. Kirwin holds a Juris Doctris, Order of the Coif, from the
National Law Center of George Washington University and a Bachelor of Arts
from Dickinson College.
3
<PAGE>
Continuing Directors with Terms to Expire in 2001
PAUL L. SPIESE, III, age 48, was elected a director of the Company on March
30, 1991. Mr. Spiese joined Berger Bros as Plant Manager in 1985 and was named
Vice President Manufacturing of the Company in July 1990. Previously, he was
employed by Hurst Performance, Inc. as Plant Manager.
LARRY FALCON, age 60, has served as a director of the Company since November
1985 and acted as Chairman of the Board from September 3, 1986 to June 1,
1987. He has served as President of the Residential Division of The Kaplan
Organization, a real estate developer, since 1985.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Audit Committee and a Compensation Committee. The Audit
Committee consists of Messrs. Haft, Kirwin and Seid. The functions of the
Audit Committee generally include reviewing with the independent auditors the
scope and results of their engagement and reviewing the adequacy of the
Company's system of internal accounting controls.
The Compensation Committee consists of Mr. Falcon and Dr. Kraut. The
Compensation Committee is responsible for establishing salaries, bonuses and
other compensation, and granting stock options, for the Company's executive
officers.
The Board held three meetings in 1999, the Audit Committee two meetings and
the Compensation Committee one meeting. In 1999, each director attended at
least 75% of the combined number of meetings of the Board and of the
Committees on which such director served.
COMPENSATION OF DIRECTORS
During 1999, members of the Board who were not also executive officers of
the Company were paid $1,250 for attendance at Board meetings.
PROCEDURES FOR SHAREHOLDER NOMINATIONS
Nominations for election of directors may be made by any shareholder
entitled to vote for the election of directors if written notice (the
"Notice") of the shareholder's intent to nominate a director at the Meeting is
given by the shareholder and received by the Secretary of the Company in the
manner and within the time specified below. The Notice shall be delivered to
the Secretary of the Company not less than 14 days nor more that 50 days prior
to any meeting of the shareholders called for the election of directors;
except that, if less than 21 days' notice of the meeting is given to
shareholders, the Notice shall be delivered to the Secretary of the Company
not later than the earlier of the seventh day following the day on which
notice of the meeting was first mailed to shareholders or the fourth day prior
to the meeting. In lieu of delivery to the Secretary of the Company, the
Notice may be mailed to the Secretary of the Company by certified mail, return
receipt requested, but shall be deemed to have been given only upon actual
receipt by the Secretary of the Company. These requirements do not apply to
nominations made by the Board.
The Notice shall be in writing and shall contain or be accompanied by the
name and residence address of the nominating shareholder, a representation
that the shareholder is a holder of record of voting stock of the Company and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the Notice, such information regarding each nominee as
would have been required to be included in a proxy statement filed pursuant to
Regulation 14A of the rules and regulations established by the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
had proxies been solicited with respect to such nominee by the management or
Board of the Company, a description of all arrangements or understandings
4
<PAGE>
among the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the shareholders, and the consent of each nominee to serve as a
director of the Company if so elected.
EXECUTIVE COMPENSATION
The following table shows the annual compensation of each of the Company's
executive officers for the years 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------- ------------
Other Annual All other
Compensation Options/ Compensation
Name & Principal Position Year Salary($) Bonus($) ($) SARs (#) ($)
- ------------------------- ---- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Theodore A. Schwartz..... 1999 $193,352 $ 7,500 0 -- 17,653(1)
Chairman & Chief 1998 154,315 12,500 0 -- 14,735
Executive Officer 1997 131,561 10,000 0 -- 12,770
Joseph F. Weiderman...... 1999 $190,587 $17,500 0 -- 2,335(2)
President and Chief 1998 157,353 22,500 0 -- 2,213
Operating Officer 1997 127,512 10,000 0 -- 2,507
Paul L. Spiese, III...... 1999 $135,143 $12,000 0 -- 2,001(3)
Vice President 1998 114,950 15,750 0 -- 1,939
1997 93,767 10,000 0 -- 1,879
Francis E. Wellock, Jr... 1999 $119,356 $12,000 0 -- 739(4)
Chief Financial Officer 1998 96,597 13,500 0 -- 533
1997 75,132 10,000 0 -- 514
</TABLE>
- --------
1 Represents premiums paid by the Company for life insurance for the benefit
of Mr. Schwartz.
2 Represents premiums paid by the Company for life insurance for the benefit
of Mr. Weiderman.
3 Represents premiums paid by the Company for life insurance for the benefit
of Mr. Spiese.
4 Represents premiums paid by the Company for life insurance for the benefit of
Mr. Wellock.
The following table shows (1) the number and value of options exercised by
the Company's executive officers during 1999 and (2) the number and value of
unexercised options held by the Company's executive officers at the end of
1999:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
(b) (c) (d) (e)
(a) --------------- ----------------- ------------------------- -------------------------
Value of Unexercised In
# of Unexercised Options the-Money Options/SARs at
Shares Acquired at FY- End(#) FY-End ($)
Name on Exercise (#) Value Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ----------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Theodore A. Schwartz.... 0 0 390,000/100,000 $417,563/$100,375
Joseph F. Weiderman..... 0 0 357,950/100,000 $382,508/$100,375
Paul L. Spiese, III..... 0 0 353,700/100,000 $377,859/$100,375
Francis E. Wellock,
Jr..................... 0 0 189,000/75,000 $ 199,969/$75,281
</TABLE>
5
<PAGE>
Employment Agreements and Arrangements
Pursuant to Employment Agreements restated in their entirety as of March 28,
2000, Messrs. Schwartz, Weiderman, Spiese and Wellock are employed by the
Company as its Chief Executive Officer; President and Chief Operating Officer;
Vice President of Manufacturing and Chief Financial Officer and Vice
President--Finance, respectively. These agreements expire December 31, 2000.
The agreements provide for base annual salaries of $203,000, $203,000,
$135,000 and $130,000, respectively. In addition to their salaries, the
agreements provide that Messrs. Schwartz, Weiderman, Spiese and Wellock shall
be entitled to a bonus at the discretion of the Board of Directors. If, at the
end of the term of the agreement, the Company and Messrs. Schwartz, Weiderman,
Spiese and Wellock have not agreed to an extension of these agreements for a
minimum additional term of three years, the Company is obligated to pay them
an amount equal to 50% of their then annual salary in weekly installments over
a six month period (the "Severance Payment"). In the event that the four
officers are unable to perform their duties under the agreement for an
aggregate period of more than 180 days in any 365-day period, the Company may
terminate any one of the four officers' employment upon 90 days notice. In
this event, the Company is obligated to pay Messrs. Schwartz, Weiderman,
Spiese or Wellock his full salary for a period of 12 months. At the end of
this 12-month period, the Company is obligated to pay the sum of $1,000 per
week, subject to certain reductions set forth in the agreement, for a period
of 3 years and then $500 per week for the remainder of their lives. The
agreements also provide that in the case of a "Change in Control" as defined
in the agreements, if the terms of the employee's employment change in any
material respect, the employee shall be entitled to a lump sum payment in an
amount equal to the remainder of the payments to which he would be entitled
under Section 3 of the Agreement.
Messrs. Schwartz, Weiderman, Spiese and Wellock are also entitled to the use
of a car provided by the Company and life insurance to benefit the beneficiary
of their respective choices in the face amount of $500,000. During the term of
the agreement, and so long as the any one of the four officers receives a
Severance Payment, they are prohibited directly or indirectly from engaging in
any business which is the same as, similar to or in competition with the
business of the Company. In addition, the amended agreement stipulates that
during 1999 and 2000, the stock options granted for those years are 100,000
for each year for Messrs. Schwartz, Weiderman and Spiese, and 75,000 for Mr.
Wellock.
Certain Relationships and Related Transactions
The Company holds promissory notes made by Messrs. Schwartz, Weiderman and
Spiese, the Company's Chief Executive Officer, President, Chief Operating
Officer and Treasurer, and Vice President--Manufacturing, respectively,
totaling $175,083, $152,000 and $100,833 (the "Notes") respectively, each of
which bears interest at a rate of six per cent per annum. The Notes require
that the principal and accrued interest to be paid on or before November 21,
2001. The proceeds of the Notes were used by Messrs. Schwartz, Weiderman and
Spiese to purchase securities of the Company in the Company's 1993 private
placement and in connection with the exercise of warrants to purchase shares
of the Common Stock in 1996. Securities purchased in the private placements
were on the same terms as those agreed to by other investors in the private
placements. The largest aggregate amount outstanding under the Notes during
1998 were $175,083, $152,000 and $100,833 respectively, all of which amounts
are currently outstanding.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "Reporting Persons") to
file reports of ownership and changes in ownership with the Commission and to
furnish the Company with copies of these reports.
Based on the Company's review of the copies of the reports received by it,
the Company believes that all filings required to be made by the Reporting
Persons for the year ended December 31, 1999 were made on a timely basis,
except that filings relating to 900 shares purchased by Dr. Kraut in December
1999 and 1,500 shares purchased by Dr. Haft in December 1999 were both made by
March 2000.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of Berger Holdings, Ltd. (the "Committee") is
pleased to present its report on executive compensation. The report describes
the underlying philosophy and objectives of the Company's executive
compensation program, the various elements of the program, and the basis for
the compensation determinations made by the Committee with respect to
executive officers for 1999.
Executive Compensation Philosophy and Objectives
The Company endeavors to ensure that executive compensation is linked
directly to continuous improvements in corporate performance, the achievement
by officers of corporate objectives, and increases in long-term stockholder
value.
Compensation Program Elements for 1999
The Company's executive compensation is comprised of two components, as
described below. Each component is intended to serve the Company's
compensation philosophy and guidelines.
Base Salary/Option Grants: The base salaries of each of the executive
officers of the Company, as well as the terms of option grants to each of the
executive officers, have been established pursuant to employment agreements
between these executives and the Company. See "Employment Agreements and
Arrangements," above.
Annual Incentive Compensation: The executive officers of the Company are
eligible to receive annual incentive payments. The Compensation Committee
awards incentive compensation based on consideration of factors including the
following:
(1) Individual performance during the year;
(2) Progress made by the Company in product development, improvements in
customer service and sales of products and services; and
(3) Achievement in reaching Company goals for profitability.
Compensation of the CEO and Other Executive Officers
Mr. Schwartz's base salary is established pursuant to his employment
agreement. For 1999, the Committee awarded Mr. Schwartz incentive compensation
of $7,500. Mr. Schwartz's incentive compensation was determined based on an
assessment of the factors described above.
The Committee reviewed the performance of the other executive officers
against the same key elements that were considered significant in the
evaluation of the CEO. The executive officers were awarded incentive
compensation ranging from $12,000 to $17,500.
The Legislative Cap on Deductibility of Pay
The Internal Revenue Code of 1986, as amended (the "Code") imposes a $1
million dollar limit on the deductibility of pay for executives. The Company's
cash compensation level is far below the limit. Therefore, this legislation
will not impact current pay levels.
The Company believes that the stock options granted to their executives are
exempt from the limitations of the regulation, because they are a form of
"qualified performance-based compensation."
The foregoing report has been furnished by the members of the Committee who
are listed below. No member of the Committee is a current officer or employee
of the Company.
7
<PAGE>
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Larry Falcon Irving Kraut, D.D.S
December 7, 1999
ADDITIONAL INFORMATION WITH RESPECT TO
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Mr. Falcon and Dr.
Kraut. There were no relationships during 1999 that are required to be
disclosed under Item 401(j) of Regulation S-K promulgated by the Securities
and Exchange Commission.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP performed the customary auditing services for the fiscal year ended
December 31, 1999. The Company has selected KPMG LLP as its independent
auditors to perform these services for the current fiscal year. A
representative of KPMG LLP is expected to be present at the Meeting. This
representative will be available to respond to questions from the floor and
will be afforded an opportunity to make any statement which he or she may deem
appropriate.
On November 20, 1998, the Company determined that in order to achieve its
goals it was more advantageous to retain a firm with a national presence and
not to renew the engagement of its previous independent accountant, Goldenberg
Rosenthal LLP ("Goldenberg"). At that time, the Company selected KPMG LLP as
its principal independent accountant and replacement for Goldenberg. The Audit
Committee recommended that KMPG LLP be engaged to replace Goldenberg, and the
Board of Directors approved this recommendation, effective November 20, 1998.
The reports of Goldenberg on the Company's consolidated financial statements
as of and for the years ended December 31, 1997 and December 31, 1996
contained no adverse opinion or disclaimer of opinion, nor were such financial
statements 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 preceding the replacement of Goldenberg, there were no disagreements
between the Company and Goldenberg on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Goldenberg,
would have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its report.
None of the "reportable events" described in Item 304(a)(1)(v) of Regulation
S-K promulgated by the Securities and Exchange Commission occurred with
respect to the Company within its two most recent fiscal years and the
subsequent interim period preceding the replacement of Goldenberg.
8
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
[GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY/INDEX/MARKET 1994 1995 1996 1997 1998 1999
Berger Holdings 100.00 77.78 177.78 344.44 294.44 230.56
NASDAQ Non-Financials 100.00 139.26 169.16 198.09 290.83 574.04
NASDAQ Market Index 100.00 129.71 161.18 197.16 278.08 490.45
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 2001 must be received by January 10, 2001, in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting, or, at the discretion of the shareholder, to be
presented at the meeting but not included in the proxy materials. If notice of
any such proposal is not received by the Company at the address set forth on
the first page of this Proxy Statement by January 10, 2001, then such proposal
shall be deemed "untimely" for purposes of Rule 14a-4(c) promulgated under the
Exchange Act and, therefore, the Company will have the right to exercise
discretionary voting authority with respect to such proposal. Shareholder
proposals should be directed to Joseph F. Weiderman, President, Chief Operating
Officer and Secretary, at the address of the Company set forth on the first
page of this proxy statement.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board. The
expenses of solicitation of proxies for the Meeting will be paid by the
Company. In addition to the mailing of the proxy material, such solicitation
may be made in person or by telephone or telegraph by directors, officers or
regular employees of the Company or its subsidiaries.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL
YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO JOSEPH F. WEIDERMAN,
PRESIDENT, CHIEF OPERATING OFFICER AND SECRETARY, AT THE ADDRESS OF THE COMPANY
SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT.
9
<PAGE>
BERGER HOLDINGS, LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby constitute and appoint Theodore A. Schwartz and Joseph F. Weiderman
and each of them acting individually my true and lawful agents and proxies,
with full power of substitution in each, to vote all shares held of record by
me at the 2000 Annual Meeting of Shareholders of Berger Holdings, Ltd. to be
held on June 21, 2000, and any adjournments or postponements thereof. I direct
said proxies to vote as specified on the reverse side.
UNLESS OTHERWISE SPECIFIED, ALL SHARES WILL BE VOTED "FOR" THE ELECTION OF
ALL NOMINEES FOR DIRECTOR LISTED. THIS PROXY ALSO DELEGATES DISCRETIONARY
AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OF POSTPONEMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
1. Election of Directors
FOR all nominees WITHHOLD AUTHORITY
listed (except as to vote for all nominees
indicated to the
contrary below)
[_] [_]
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name listed below:
Dr. Irving Kraut Theodore A. Schwartz Jay Seid
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.
<PAGE>
THE UNDERSIGNED HEREBY REVOKES ALL PREVIOUS PROXIES FOR THE MEETING AND
ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND
ANNUAL REPORT OF BERGER HOLDINGS, LTD.
Date: _______________________ , 2000
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Signature
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NOTE: Please sign this proxy
exactly as name(s) appear in
address. When signing as attorney-
in-fact, executor, administrator,
trustee or guardian, please add
your title as such.
