<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
TBC Corporation
- - --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(Logo) TBC CORPORATION
4770 HICKORY HILL ROAD
MEMPHIS, TENNESSEE 38141
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 23, 1997
To the Stockholders of TBC Corporation:
The Annual Meeting of Stockholders of TBC Corporation will be held at the
Adam's Mark Hotel, 939 Ridgelake Boulevard, Memphis, Tennessee, on Wednesday,
April 23, 1997, at 9:30 a.m., Central Daylight Savings Time, for the purpose of
considering and voting upon:
(1) Election of three directors to serve for a term of three years.
(2) Approval of the appointment of Coopers & Lybrand L.L.P. as independent
public accountants of the Company for the year ending December 31, 1997.
(3) Transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
March 3, 1997 as the record date for determination of stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof. A list
of stockholders of record entitled to vote at the meeting will be available for
examination by any stockholder for any purpose germane to the Annual Meeting,
during normal business hours, for a period of 10 days prior to the Annual
Meeting, at the Company's offices at the address set forth above. The list will
also be available at the Annual Meeting.
It is important that your shares be represented at the meeting. For that
reason we ask that you please mark, date, sign and return the enclosed proxy in
the envelope provided. Giving the proxy will not affect your right to vote in
person if you attend the meeting.
By Order of the Board of Directors
Stanley A. Freedman, Secretary
Memphis, Tennessee
March 24, 1997
<PAGE> 3
(Logo) TBC CORPORATION
4770 HICKORY HILL ROAD
MEMPHIS, TENNESSEE 38141
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of TBC Corporation, a
Delaware corporation (the "Company"), in connection with the solicitation by its
Board of Directors of proxies to be used at the Annual Meeting of Stockholders
to be held on April 23, 1997, and any adjournment thereof. The close of business
on March 3, 1997 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting of
Stockholders. Each share entitles the holder thereof to one vote. The Company
has one class of shares outstanding, namely Common Stock, of which there were
23,544,914 shares outstanding at the close of business on March 3, 1997.
All properly executed proxies received by the Board of Directors pursuant
to this solicitation will be voted in accordance with the stockholder's
directions specified on the proxy. If no directions have been specified by
marking the appropriate squares on the accompanying proxy card, the shares will
be voted in accordance with the Board of Directors' recommendations. A
stockholder signing and returning the accompanying proxy has the power to revoke
it at any time prior to its exercise by giving notice to the Company in writing
or in open meeting, but without affecting any vote previously taken.
An affirmative vote of a majority of the shares present, in person or by
proxy, and entitled to vote is required for approval of all items being
submitted to the stockholders for their consideration. Both abstentions and
broker non-votes will be included in the determination of the number of shares
present for quorum purposes. Under Delaware law, however, abstentions have the
effect of a negative vote, but broker non-votes have no impact on the outcome of
a vote. With regard to the election of directors, votes may be cast in favor of
a nominee or authority to vote may be withheld with respect to any nominee.
Votes that are withheld with respect to any nominee have the effect of a
negative vote.
The costs of preparing, assembling and mailing this Proxy Statement and the
accompanying proxy are to be borne by the Company. The Company will, upon
request, reimburse banks, brokerage houses and other institutions for their
expenses in forwarding proxy materials to their principals. Directors, officers
and regular employees of the Company may solicit proxies personally from some
stockholders if proxies are not received promptly.
This Proxy Statement and the accompanying proxy were first mailed to
stockholders on or about March 24, 1997.
ELECTION OF DIRECTORS
The authorized number of directors of the Company is currently fixed at
ten. The Board of Directors is divided into three classes, with one class of
directors being elected at each Annual Meeting of Stockholders for a term of
three years. At the 1997 Annual Meeting, stockholders will elect three directors
who will hold office until the 2000 Annual Meeting and until their successors
are elected and qualified.
The nominees of the Board of Directors are Marvin E. Bruce, Robert E.
Carroll, Jr., and Robert H. Dunlap, all of whom are presently directors and are
nominated to succeed themselves. It is the intention of the proxy agents named
in the accompanying proxy, unless directed otherwise, to vote each proxy for the
election of Messrs. Bruce, Carroll, and Dunlap. Should any of them be unable to
accept the office of director, an
<PAGE> 4
eventuality which is not anticipated, proxies may be voted with discretionary
authority for a substitute nominee or nominees designated by the Board of
Directors.
The Company's By-Laws require that a stockholder give advance written
notice, within the timeframes set forth in the By-Laws, of the stockholder's
intention to nominate an individual to serve as a director. Since the Company
did not receive such a notice from any stockholder, no individual who is not a
nominee of the Board of Directors or designated by the Board may be nominated
for election as a director at this Annual Meeting. See "Stockholder Nominations
and Other Matters."
Set forth below is certain information concerning each nominee for director
and each director whose term of office continues after the 1997 Annual Meeting.
NOMINEES TO BE ELECTED FOR A TERM EXPIRING IN 2000:
MARVIN E. BRUCE, 68, has been a director of the Company since 1972 and has
served as Chairman of the Board of Directors since 1991. Mr. Bruce was the
Company's President from 1972 until 1991 and its Chief Executive Officer from
1973 until his retirement in July 1994. Mr. Bruce is also a director of Union
Planters Corporation, a bank holding company.
ROBERT E. CARROLL, JR., 69, has been a director of the Company since 1970.
Mr. Carroll has been the President of Carroll's, Inc., a wholesale distributor
of tires and automotive accessories, since it was incorporated in 1960.
ROBERT H. DUNLAP, 67, has been a director of the Company since 1970. Mr.
Dunlap has been the Chairman of the Board of Dunlap & Kyle Co., Inc., a
wholesale distributor of tires and automotive accessories, since 1993. From 1960
until his election as Chairman of the Board, Mr. Dunlap served as President of
Dunlap & Kyle.
DIRECTORS CONTINUING IN OFFICE UNTIL 1999:
STANLEY A. FREEDMAN, 74, has been Secretary of the Company since 1977 and a
director since 1983. Since 1989 Mr. Freedman has been a member of the law firm
of Thompson Hine & Flory LLP. From 1961 until 1989, Mr. Freedman was a member of
the law firm of Smith & Schnacke.
RICHARD A. McSTAY, 60, has been a director of the Company since 1983. Mr.
McStay has been the President of Southern Capital Advisors, Inc., a division of
Morgan Asset Management and a registered investment advisor, since 1986. Mr.
McStay is also a Managing Director of Morgan Asset Management's parent company,
Morgan, Keegan & Company, Inc., a brokerage and investment banking firm
headquartered in Memphis, Tennessee, and has been affiliated with Morgan, Keegan
since 1974. Mr. McStay is also a director of Envoy Corporation.
ROBERT M. O'HARA, 70, has been a director of the Company since 1983. Mr.
O'Hara has been the Chairman and Chief Executive Officer of Falcon Management, a
management consulting firm, since 1983. Prior to 1983, Mr. O'Hara was an
executive with The Mead Corporation, his last position being Senior Vice
President. Mr. O'Hara is also a director of Kerr Glass Manufacturing Corp.
ROBERT R. SCHOEBERL, 61, has been a director of the Company since April
1995. Prior to his retirement in 1994, Mr. Schoeberl was an executive with
Montgomery Ward & Company. During his 39 years at Montgomery Ward, Mr. Schoeberl
held a number of positions, his last being Executive Vice President for Home and
Auto. Mr. Schoeberl is also a director of Lund International Holdings Inc.
DIRECTORS CONTINUING IN OFFICE UNTIL 1998:
LOUIS S. DiPASQUA, 62, has been a director of the Company since 1991. Mr.
DiPasqua has been the Company's President and Chief Executive Officer since July
1994. From 1991 when he joined the Company until 1994, Mr. DiPasqua served as
the Company's President and Chief Operating Officer. Prior to joining the
Company, Mr. DiPasqua was an executive with the Goodyear Tire & Rubber Company.
During his 28 years at Goodyear, Mr. DiPasqua held a variety of positions,
including Vice President of Replacement Tire Sales and
2
<PAGE> 5
Marketing, President and Chief Executive Officer of Kelly Springfield Tire
Company (a division of Goodyear), and Chairman and Managing Director of Goodyear
Great Britain.
DWAIN W. HIGGINBOTHAM, 65, has been a director of the Company since 1970.
Mr. Higginbotham has been the President of National Brands Tire Co., Inc., which
operates retail tire sales and service stores, since it was incorporated in
1956.
CHARLES A. LEDSINGER, JR., 47, has been a director of the Company since
April 1996. Mr. Ledsinger has been the Senior Vice President and Chief Financial
Officer of Harrah's Entertainment, Inc., a gaming entertainment company, since
1990. Prior to 1990, Mr. Ledsinger held management positions at The Promus
Companies Incorporated, Holiday Corporation and Holiday Inns, Inc., and Embassy
Suites. Mr. Ledsinger is also a director of Perkins Family Restaurants, L.P.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors of the Company has established standing audit,
compensation, and nominating committees.
The Audit Committee (of which Messrs. Higginbotham, Ledsinger, O'Hara, and
Schoeberl are members) recommends annually the appointment of the independent
public accountants for the Company. The Committee meets with the independent
public accountants and appropriate management personnel to review the scope and
results of the annual audit of the Company's financial statements and any
recommendations of the independent public accountants in regard to the Company's
accounting practices, policies, procedures and overall internal controls. The
Committee also reviews the Company's procedures for assuring compliance with the
Company's policy on standards of business conduct and the Company's policy
against insider trading.
The Compensation Committee (of which Messrs. Bruce, Dunlap, Freedman, and
McStay are members) fixes the compensation of officers of the Company elected by
the Board, establishes policies and guidelines in regard to employee
compensation in general, and administers the Company's compensation plans, 1989
Stock Incentive Plan (the "1989 Plan"), and Executive Supplemental Retirement
Plan.
The Nominating Committee (of which Messrs. Bruce, McStay, and O'Hara are
members) recommends nominees for election as directors of the Company,
identifies and recommends qualified candidates to fill vacancies on the Board,
and recommends directors for appointment to the various committees of the Board.
Stockholders wishing to recommend individuals for consideration by the Committee
may do so by contacting the Secretary of the Company at its principal executive
offices.
In 1996, there were six meetings of the Board of Directors, the
Compensation Committee held six meetings, the Audit Committee held two meetings,
and the Nominating Committee held no meetings. Each director, other than Mr.
Carroll, attended at least 75% of the meetings of the Board and of the
committees on which he served.
Non-employee members of the Board of Directors receive $15,000 per year,
payable quarterly, for services as directors, plus $750 ($375 in the case of
telephonic meetings lasting one hour or less) for attendance at each meeting of
the Board or a committee of the Board of which they are members. A director may
elect to defer receipt of all or a portion of fees payable for service on the
Board and any committees of the Board. Interest is accrued on deferred amounts,
and payment of deferred amounts commences after the director ceases to be a
director.
In addition to the fees described above, pursuant to the 1989 Plan, each
non-employee director is automatically granted, on the date of each Annual
Meeting of Stockholders, restricted stock having a market value of $5,000 on the
date of grant. The non-employee director may vote the stock and receive
dividends, if declared and paid, but may not dispose of the stock until the
expiration of a defined restriction period or the earlier lapse of restrictions.
Each share of restricted stock is accompanied by four nonqualified stock
options, which expire as the associated restricted stock vests. Each option
entitles the director to purchase a share of the Company's Common Stock at a
price equal to its fair market value on the date of grant. The options are
3
<PAGE> 6
not exercisable until one year after the date of grant and unless the market
price of the Company's Common Stock has appreciated by a minimum amount
calculated in accordance with a formula set forth in the 1989 Plan. If the
options are exercised, the associated shares of restricted stock are forfeited.
The restricted shares are also forfeited to the Company if the non-employee
director ceases to be a director of the Company prior to the end of the
restriction period for reasons other than death, retirement, disability, failure
to be re-elected, or a change in control of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The four members of the Compensation Committee, Messrs. Bruce, Dunlap,
Freedman, and McStay, served as members of the Compensation Committee throughout
1996. Mr. Bruce was the Company's Chief Executive Officer until his 1994
retirement as an employee of the Company. Mr. Freedman also serves as Secretary
of the Company, but receives no additional compensation for his services as
such.
Mr. Dunlap is the Chairman of the Board and sole owner of Dunlap & Kyle
Co., Inc., one of the Company's distributors, and owns a controlling interest in
another of the Company's distributors, Hesselbein Tire Co., Inc. In 1996,
purchases by Dunlap & Kyle Co., Inc. and Hesselbein Tire Co., Inc. from the
Company amounted to $48,343,000 in the aggregate. Thompson Hine & Flory LLP, the
law firm of which Mr. Freedman is a member, serves as legal counsel to the
Company. Southern Capital Advisors, Inc., which Mr. McStay serves as President,
performed money management services for the Company's Retirement Plan until
January 31, 1997.
Pursuant to a three year agreement which will terminate December 31, 1997,
Mr. Bruce provides advisory and consulting services to the Company for an annual
retainer of $130,000.
CERTAIN TRANSACTIONS
In addition to Mr. Dunlap, two other members of the Board of Directors of
the Company are executive officers or more than 10% equity owners of
distributors of the Company whose purchases from the Company in 1996 exceeded
either 5% of the Company's consolidated gross revenues or 5% of the
distributor's consolidated gross revenues during its last fiscal year.
Mr. Carroll is the President and principal owner of Carroll's, Inc. During
1996, purchases by Carroll's, Inc. from the Company totaled $71,805,000 and
purchases by distributors which operate under arrangements with, and may pay
compensation to, Carroll's, Inc. totaled $1,707,000.
Mr. Higginbotham is the President and sole owner of National Brands Tire
Co., Inc. During 1996, purchases by National Brands Tire Co., Inc. from the
Company totaled $333,000.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of
the Company's Chief Executive Officer and the Company's four most highly
compensated executive officers other than its Chief Executive Officer for 1996,
1995, and 1994.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- ---------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(A) COMPENSATION OPTIONS/SARS(B) COMPENSATION(C)
- - --------------------------- ---- -------- -------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Louis S. DiPasqua............... 1996 $434,004 -- -- -- $1,500
President and Chief 1995 418,008 -- -- 32,361 1,500
Executive Officer(d) 1994 359,172 -- -- -- 1,500
Bob M. Hubbard.................. 1996 $194,284 $25,000 -- -- $1,500
Senior Vice President 1995 187,260 -- -- 9,665 1,500
Purchasing and Engineering 1994 179,196 -- -- -- 1,128
Ronald E. McCollough............ 1996 $175,909 $25,000 -- -- $1,500
Senior Vice President 1995 169,548 -- -- 8,751 1,500
Operations and Treasurer 1994 162,252 -- -- -- 1,082
Kenneth P. Dick................. 1996 $149,733 $12,500 -- -- $1,377
Senior Vice President 1995 146,796 -- -- 7,577 1,468
Sales 1994 140,472 -- -- -- 936
Barry D. Robbins................ 1996 $105,000 $12,500 $32,920(e) 10,141 --
Senior Vice President 1995 -- -- -- -- --
Strategic Planning 1994 -- -- -- -- --
</TABLE>
- - ---------------
(a) Represents cash bonuses paid at the discretion of the Compensation
Committee of the Board of Directors. No bonuses were awarded for 1996, 1995
or 1994 under the Company's management incentive compensation plans.
(b) Represents number of shares subject to options granted under the Company's
1989 Stock Incentive Plan. No stock appreciation rights ("SARs") were
granted in 1996, 1995, or 1994.
(c) Represents the Company's matching contribution for each of the named
executive officers under the Company's 401(k) Savings Plan.
(d) Mr. DiPasqua was elected Chief Executive Officer in July 1994.
(e) Represents amounts paid to reimburse Mr. Robbins for relocation expenses
incurred by him in connection with his June 1996 commencement of employment
with the Company and for the taxes payable with respect to such expense
reimbursement.
EMPLOYMENT CONTRACTS
The Company has employment agreements with Messrs. DiPasqua, Hubbard,
McCollough, Dick, and Robbins. The agreement with Mr. DiPasqua expires January
31, 1998, the agreements with Messrs. Hubbard, McCollough, and Dick expire
October 31, 1997, and the agreement with Mr. Robbins expires May 31, 1999.
Pursuant to the agreements, Messrs. DiPasqua, Hubbard, McCollough, Dick, and
Robbins currently receive annual base salaries of $450,000, $201,308, $182,269,
$152,669 and $180,000, respectively, which are subject to such increases as may
be authorized by the Board of Directors. Each may also elect to defer payment of
all or any part of his compensation.
In the event the employee dies or becomes disabled, payment of his annual
base salary will continue for a twelve-month period, in the case of Mr.
DiPasqua, and for a six-month period in the cases of Messrs. Hubbard,
McCollough, Dick, and Robbins. In the event that employment is terminated by the
Company or the employee within certain specified periods after a change in
control of the Company, other
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<PAGE> 8
than as a result of death or disability, the employment agreements of Messrs.
DiPasqua, Hubbard, McCollough, and Dick provide that the terminated executive
will continue to receive his salary for the longer of (a) the remaining term of
the agreement or (b) a two-year period in the case of Mr. DiPasqua, or a one-
year period in the cases of Messrs. Hubbard, McCollough, and Dick. In addition,
if any of Messrs. DiPasqua, Hubbard, McCollough, or Dick is terminated after a
change in control of the Company, he is entitled to receive a monthly payment
equal to one-twelfth of the average annual amount of any awards made to him
during the preceding two fiscal years under any incentive compensation plan of
the Company. This monthly payment would continue for a period of twelve months
in the case of Mr. DiPasqua, and for a period of six months in the cases of
Messrs. Hubbard, McCollough, and Dick.
Under the agreements, a "change in control" means any change that would be
required to be disclosed under federal proxy rules and includes an acquisition
of 30% or more of the Company's Common Stock, a change in the composition of a
majority of the Board of Directors, a merger or consolidation in which the
Company is not the surviving entity, and a sale of substantially all of the
Company's assets.
The employment agreement with Mr. DiPasqua provides for certain additional
supplemental retirement benefits, and the agreements of Messrs. Hubbard,
McCollough, and Dick provide that the executive is entitled to participate in
the Company's Executive Supplemental Retirement Plan. See "Retirement Benefits."
OPTION/SAR GRANTS TABLE
The following table sets forth information concerning options to purchase
shares of the Company's Common Stock which were granted during the year ended
December 31, 1996 to each of the Company's executive officers named in the
table. No stock appreciation rights ("SARs") were granted in 1996.
The table shows, among other things, hypothetical potential gains from
stock options granted in 1996. These hypothetical gains are based entirely on
assumed annual growth rates of 5% and 10% in the price of the Company's Common
Stock over the ten year life of the options. The assumed rates of growth were
selected by the Securities and Exchange Commission for illustrative purposes
only and are not intended to predict future stock prices, which will depend upon
market conditions and the Company's future performance and prospects. If the
Company's Common Stock achieves a 5% annual growth rate, its price would
increase by 63% from $8.875 (the closing price of the Company's Common Stock on
May 31, 1996, when Mr. Robbins' option was granted) to $14.46 at the end of the
ten year option term. If the Company's Common Stock achieves a 10% annual growth
rate, its price would increase by 159% from $8.875 to $23.02 during the same
period.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS(A) OPTION TERM
- - ---------------------------------------------------------------------------------- --------------------------
NO. OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED 1996 PER SHARE DATE 5% 10%
- - ---- ------------ ------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Louis S. DiPasqua........... -- -- -- -- -- --
Bob M. Hubbard.............. -- -- -- -- -- --
Ronald E. McCollough........ -- -- -- -- -- --
Kenneth P. Dick............. -- -- -- -- -- --
Barry D. Robbins............ 10,141 14% $8.875 5/31/06 $56,637 $143,444
</TABLE>
- - ---------------
(a) In general, options granted in 1996 are not exercisable for the first
twelve months following the date of grant. Options vest in equal annual
installments over the next three years, becoming exercisable for one-third
of the underlying Common Stock on the first anniversary of date of grant
and for an additional one-third of the underlying Common Stock on each of
the second and third anniversaries of the date of grant.
6
<PAGE> 9
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth, for each of the named executive officers,
aggregated information concerning all exercises of stock options or stock
appreciation rights with respect to the Company's Common Stock during 1996 and
the number and value of outstanding stock options and SARs at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
NO. OF SHARES AT DECEMBER 31, 1996 AT DECEMBER 31, 1996(A)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis S. DiPasqua.......... -- -- 77,736 46,063 $106,401 --
Bob M. Hubbard............. -- -- 35,745 6,443 45,004 --
Ronald E. McCollough....... -- -- 33,129 5,834 41,478 --
Kenneth P. Dick............ 15,500 $97,495 28,015 5,051 35,266 --
Barry D. Robbins........... -- -- -- 10,141 -- --
</TABLE>
- - ---------------
(a) Represents the market value of the stock options and SARs on December 31,
1996, less the aggregate exercise price.
(b) Represents the market value on the date of exercise, less the aggregate
exercise price.
RETIREMENT BENEFITS
The Company has a noncontributory, tax-qualified, defined benefit
retirement plan (the "Retirement Plan") for employees, including officers. In
addition, the Company maintains an unfunded Executive Supplemental Retirement
Plan (the "Supplemental Plan"), in which employees designated by the
Compensation Committee of the Board of Directors may participate.
The following table shows the estimated aggregate annual retirement
benefits payable at normal retirement (age 65) under the Retirement Plan and the
Supplemental Plan at selected compensation levels after various years of
service. Amounts shown are straight life annuity amounts and are not subject to
reduction for Social Security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------
REMUNERATION 15 YRS. 20 YRS. 25 YRS. OR MORE
- - ------------ -------- -------- ---------------
<S> <C> <C> <C>
$100,000........................................ $ 36,000 $ 48,000 $ 60,000
200,000........................................ 72,000 96,000 120,000
300,000........................................ 108,000 144,000 180,000
400,000........................................ 144,000 192,000 240,000
500,000........................................ 180,000 240,000 300,000
</TABLE>
For those executives participating in both the Retirement Plan and the
Supplemental Plan, aggregate retirement benefits are payable based upon, and the
"Remuneration" column in the Pension Plan Table refers to, the executive's
average annual compensation for the three highest consecutive years during the
last ten years of employment with the Company. Compensation includes all salary,
incentive compensation, deferred compensation, grants of restricted stock, and
grants of stock options to the extent that fair market value on the date of
grant exceeds the option price. In the case of any executive officer named in
the Summary Compensation Table who participates in the Plans, covered
compensation includes amounts listed as salary, bonus, and restricted stock
awards (if any) in the Summary Compensation Table.
Messrs. Hubbard, McCollough, and Dick participate in both the Retirement
Plan and the Supplemental Plan. For purposes of the Plans, Mr. Hubbard has 35
years of credited service, Mr. McCollough has 23 years of credited service, and
Mr. Dick has 25 years of credited service.
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<PAGE> 10
Mr. Robbins participates only in the Retirement Plan. Benefits under the
Retirement Plan are payable based upon years of credited service and average
annual compensation for the five highest consecutive years in the last ten years
of employment. For purposes of the Retirement Plan, Mr. Robbins' covered
compensation includes amounts shown as salary and bonus (if any) for him in the
Summary Compensation Table, and he will have one year of credited service under
the Plan in June 1997. Based upon his annualized covered compensation for 1996,
Mr. Robbins' estimated annual benefit under the Retirement Plan at normal
retirement age is $28,520, when stated as a straight life annuity amount.
Mr. DiPasqua participates in the Retirement Plan (under which he currently
has six years of credited service) and also is entitled to supplemental
retirement benefits pursuant to the terms of his employment agreement. Under the
agreement, Mr. DiPasqua may elect to receive supplemental retirement benefits in
either of two ways: (i) in an amount which compensates him for reductions in his
benefits under the Retirement Plan due to the exclusion of certain compensation
from the definition of covered compensation for purposes of the Plan and to
limitations on the amount of his annual benefits and covered compensation that
are imposed on tax-qualified retirement plans by the Internal Revenue Code; or
(ii) as if he were a participant in the Supplemental Plan. Under either option,
Mr. DiPasqua's benefits are to be calculated assuming that he has earned an
additional 28 years and seven months of credited service under the Retirement
Plan, and his supplemental benefits are to be reduced by the amount of his
retirement benefits from his former employer.
Currently, Mr. DiPasqua's supplemental retirement benefits would be greater
if he elects to receive supplemental benefits as if he were a participant in the
Supplemental Plan. If he did so, the Pension Plan Table illustrates the
estimated aggregate annual retirement benefits payable to Mr. DiPasqua under the
Retirement Plan and as supplemental benefits, before reduction for retirement
benefits from his former employer.
REPORT OF THE COMPENSATION COMMITTEE
Pursuant to resolutions adopted by the Company's Board of Directors, the
Compensation Committee of the Board of Directors has all the power and authority
of the Board of Directors to fix the compensation of executive officers of the
Company and to determine compensation guidelines for the entire Company. In
addition, the Compensation Committee administers the various compensation plans
of the Company and the 1989 Stock Incentive Plan (the "1989 Plan").
The Compensation Committee believes that the compensation opportunities
available to the Company's executive officers are an integral part of the
Company's ability to attract, motivate, and retain executive officers upon whose
judgment, initiative, and efforts the growth and success of the Company are
largely dependent. The Compensation Committee's policy with respect to executive
compensation continues to be to provide executive officers with a total
compensation package which is externally competitive and internally equitable
and the components of which encourage and reward performance that directly and
positively impacts the Company's growth and success.
The key components of the compensation packages of the Company's executive
officers are annual salary, bonuses dependent upon Company performance, and long
term, stock-based incentives. In addition, the Company's executive officers
receive health, accident, and life insurance, retirement, and other personal
benefits typically offered to executives by major corporations.
Historically, the Company has entered into employment agreements with its
most senior executive officers which fix their minimum annual salaries, subject
to increase by the Compensation Committee. The Company currently has employment
agreements with Mr. DiPasqua, its Chief Executive Officer, as well as with
Messrs. Hubbard, McCollough, Dick, and Robbins. Mr. DiPasqua's current
employment agreement expires on January 31, 1998.
The Compensation Committee's practice is to review the salaries provided
for in the employment agreements with its senior executive officers, as well as
the salaries of the Company's other officers, once a year. The recommendations
of the Company's Chief Executive Officer as to the salaries of the Company's
officers (other than himself) are solicited and discussed in connection with
this annual salary review.
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<PAGE> 11
In January 1996, at the request of Mr. DiPasqua, consideration of salary
increases for the Company's named executive officers was deferred until the
Company's operating results for the first half of 1996 were known. In late-June
1996, Mr. DiPasqua reported to the Committee concerning the Company's financial
performance and the executive officers' efforts with respect to the Company's
acquisition of Big O Tires, Inc. Given the Company's improved financial results
and the significant increase in the responsibilities of the Company's executive
officers expected to occur as a result of the Big O acquisition, Mr. DiPasqua
recommended salary increases ranging between 4% and 7.5% for certain of the
Company's executive officers, other than himself.
The Compensation Committee was in agreement with Mr. DiPasqua's
recommendations and approved salary increases for Messrs. Hubbard, McCollough,
and Dick, effective July 1, 1996. The salary of Mr. Robbins, who joined the
Company in June 1996, was not changed. The Committee decided that the Company's
improved results, the Big O acquisition, and the increased responsibilities
associated with the ongoing management of Big O also merited a change in Mr.
DiPasqua's salary, which was increased by approximately 7.5% to $450,000,
effective July 1, 1996.
During 1996, the Company's executive officers and other management
employees designated by the Compensation Committee were eligible to participate
in the 1995 Management Incentive Compensation Plan (the "Incentive Plan"), which
provided the opportunity to earn annual bonuses based upon the level of
achievement of targeted objectives. Under the Incentive Plan, awards were
payable only to the extent that the Company's consolidated net income before
taxes for the year, after taking into account the aggregate amount of awards
under the Plan for the year, exceeded the Company's consolidated net income
before taxes for the prior year, subject to certain adjustments. Awards under
the Incentive Plan, which were subject to reduction or cancellation by the
Committee on the basis of a participant's individual performance or in the event
of conduct by a participant detrimental to the Company, were payable in cash or,
at the election of the participant, in whole or in part, in the form of
restricted shares of Common Stock of the Company to be issued pursuant to the
1989 Plan.
For the Company's five most highly compensated executive officers,
potential bonuses under the Incentive Plan for 1996 were based upon targeted
objectives relating to net operating income, unit sales of tires, and non-tire
product revenues. In the case of the Company's Chief Executive Officer, Mr.
DiPasqua was eligible to receive a 1996 bonus of between 15% and 75% of his base
salary based upon the degree to which targeted objectives were met or exceeded.
Since minimum requirements under the Incentive Plan were not met, no payments to
the Company's Chief Executive Officer or any other executive officer were made
for 1996 under the Incentive Plan. At the recommendation of Mr. DiPasqua,
however, the Compensation Committee granted discretionary bonuses for 1996 to
the Company's executive officers other than Mr. DiPasqua, to reward those
officers for their extraordinary services in connection with the Big O
acquisition and other activities of the Company during 1996. The amount of the
bonus paid to each named executive officer is set forth in the Summary
Compensation Table.
The Compensation Committee believes that the Company should encourage its
executive officers to invest in and increase their ownership of the Company's
Common Stock. Executive officers who also have a significant investment in the
Company as stockholders have a major incentive to build stockholder value, and
their long term interests are more closely aligned with those of the Company's
stockholders.
Long term, stock-based incentives are provided to the Company's executive
officers through the grant of stock options under the 1989 Plan. Such options
typically expire in ten years and are granted at the fair market value of the
Company's Common Stock on the date of grant. Under a program which was in effect
from 1989 through 1996, the Compensation Committee granted stock options to each
executive officer biennially in odd-numbered years. As a result, no options were
awarded to any executive officer in 1996, other than the stock option granted to
Mr. Robbins in connection with the commencement of his employment with the
Company.
After interviewing a number of management consultants, the Compensation
Committee employed William M. Mercer, Incorporated ("Mercer"), to advise it
regarding the structure and effectiveness of the Company's executive
compensation philosophy and programs. Mercer's recommendations were approved by
the Committee in October 1996 and reviewed with the entire Board of Directors at
that time. The Committee
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<PAGE> 12
anticipates that changes recommended by Mercer, which emphasize incentive
compensation and stock options, will be implemented in 1997.
Through the use of annual bonuses based upon Company performance and
restricted stock and stock option grants which will become more valuable if the
value of the Company's Common Stock increases, the Compensation Committee
believes that its compensation policies for the Company's executive officers,
including its Chief Executive Officer, should effectively tie executive
compensation to the Company's performance and stockholder value and that the
revisions made effective in 1997 will enhance that relationship.
Given the Company's current compensation levels, the Committee has not
discussed the establishment of any policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Internal Revenue Code (which limits the Company's ability to
deduct compensation in excess of $1 million paid to certain executive officers).
THE COMPENSATION COMMITTEE
Stanley A. Freedman, Chairman
Marvin E. Bruce
Robert H. Dunlap
Richard A. McStay
THE COMPANY'S CUMULATIVE TOTAL RETURN TO STOCKHOLDERS
The graph which follows compares the Company's cumulative total return to
stockholders for the five year period ended December 31, 1996, with the
cumulative total return of the Standard & Poor's SmallCap 600 Index and the
Standard & Poor's Auto Parts After Market Stock Price Index for such five year
period. The graph assumes that $100 was invested on December 31, 1991 in the
Company's Common Stock and in each of the two indexes and that dividends were
reinvested.
<TABLE>
<CAPTION>
S&P Auto
Measurement Period TBC Corpo- S&P Small Parts &
(Fiscal Year Covered) ration Cap 600 Equipment
<S> <C> <C> <C>
1991 100 100 100
1992 172 121 126
1993 135 144 146
1994 101 137 127
1995 94 178 158
1996 82 216 177
</TABLE>
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<PAGE> 13
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of December 31, 1996 with
respect to the number of shares of Common Stock of the Company beneficially
owned by each director of the Company, each executive officer of the Company
named in the Summary Compensation Table, all directors and executive officers of
the Company as a group, and each other person known by the Company to be the
beneficial owner of 5% or more of the Company's outstanding shares.
For purposes of this table, a person is considered to beneficially own any
shares if the person, directly or indirectly, has (or has the right to acquire
within 60 days after December 31, 1996) sole or shared power (i) to vote or to
direct the voting of such shares or (ii) to dispose or to direct the disposition
of such shares. In the case of shares listed as being beneficially owned by an
individual and a corporation, the individual may be deemed to share beneficial
ownership of such shares, which are held of record by the corporation, because
of the individual's relationship with the corporation. In the case of shares
listed as being beneficially owned only by an individual, voting power and
investment power are exercised solely by the named individual or are shared by
such individual and his spouse or children. Individuals holding restricted
shares may vote them and receive dividends, but may not dispose of the
restricted shares until the applicable restriction period expires.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED AS OF OF
NAME DECEMBER 31, 1996 CLASS (A)
- - ---- ------------------------ -----------
<S> <C> <C>
Marvin E. Bruce............................................. 1,963,210(b) 8.3%
Robert E. Carroll, Jr. and Carroll's, Inc. Profit Sharing
Plan and Trust............................................ 41,658(c)(d) (e)
Kenneth P. Dick............................................. 29,386(f) (e)
Louis S. DiPasqua........................................... 121,843(g) (e)
Robert H. Dunlap and Dunlap & Kyle Co., Inc................. 34,971(d) (e)
Stanley A. Freedman......................................... 18,877(d) (e)
Dwain W. Higginbotham....................................... 12,958(d) (e)
Bob M. Hubbard.............................................. 40,992(h) (e)
Charles A. Ledsinger, Jr.................................... 645(i) (e)
Ronald E. McCollough........................................ 48,603(j) (e)
Richard A. McStay........................................... 7,011(d) (e)
Robert M. O'Hara............................................ 21,315(d) (e)
Barry D. Robbins............................................ -0- (e)
Robert R. Schoeberl......................................... 9,121(k) (e)
Directors and Executive Officers as a Group (15 persons).... 2,361,856(l) 9.8
T. Rowe Price Associates, Inc. and T. Rowe Price Small Cap
Value Fund, Inc........................................... 2,020,000(m) 8.5
KPM Investment Management, Inc.............................. 1,283,400(n) 5.4
Pioneering Management Corporation........................... 1,282,100(o) 5.4
</TABLE>
- - ---------------
(a) Percentages are calculated based upon the number of shares of Common Stock
outstanding on December 31, 1996, plus the number of shares subject to
outstanding options held by the named individual or group, as the case may
be, and exercisable within 60 days thereafter.
(b) Includes 61,436 shares subject to outstanding options. Also includes 1,121
restricted shares granted to Mr. Bruce as a non-employee director. Shares
subject to tandem options related to these restricted shares are not
included because they were not exercisable on December 31, 1996 or within
60 days thereafter. Mr. Bruce's mailing address is: TBC Corporation, 4770
Hickory Hill Road, Memphis, Tennessee 38141.
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<PAGE> 14
(c) Includes 37,968 shares held by Carroll's, Inc. Profit Sharing Plan and
Trust as to which Mr. Carroll disclaims beneficial ownership.
(d) Includes 1,869 restricted shares previously granted to the named
non-employee director (but not the shares subject to the options granted in
tandem with these restricted shares, since the options were not exercisable
at December 31, 1996 or within 60 days thereafter).
(e) Represents less than one percent of the outstanding shares of Common Stock
of the Company.
(f) Includes 28,015 shares subject to outstanding options.
(g) Includes 85,983 shares subject to outstanding options.
(h) Includes 35,745 shares subject to outstanding options.
(i) Includes 645 restricted shares previously granted to Mr. Ledsinger (but not
the shares subject to related tandem options which were not exercisable on
December 31, 1996 or within 60 days thereafter).
(j) Includes 33,129 shares subject to outstanding options.
(k) Includes 1,121 restricted shares previously granted to Mr. Schoeberl as a
non-employee director (but not the shares subject to related tandem options
which were not exercisable on December 31, 1996 or within 60 days
thereafter).
(l) Includes 254,392 shares subject to outstanding options and 14,101
restricted shares.
(m) According to a Schedule 13G, dated February 14, 1997 and filed with the
Securities and Exchange Commission by T. Rowe Price Associates, Inc., a
registered investment adviser ("Price Associates"), and the T. Rowe Price
Small Cap Value Fund, Inc., a registered investment company (the "Price
Fund"), as of December 31, 1996, the Price Fund had sole power to vote or
to direct the voting of 1,650,000 shares of the Company's Common Stock and
Price Associates, which provides investment advice to the Price Fund, had
sole power to dispose or to direct the disposition of these shares. Price
Associates also had sole power to vote or to direct the voting of an
additional 65,000 shares of the Company's Common Stock and sole power to
dispose or to direct the disposition of an additional 370,000 shares. The
business address of the two companies is 100 E. Pratt Street, Baltimore,
Maryland 21202.
(n) According to a Schedule 13G, dated February 3, 1997 and filed with the
Securities and Exchange Commission, as of December 31, 1996, KPM Investment
Management, Inc., a registered investment adviser, had sole power to vote
or to direct the voting of, and sole power to dispose or to direct the
disposition of, 1,283,400 shares of the Company's Common Stock. The mailing
address of KPM Investment Management, Inc. is 10250 Regency Circle, Omaha,
Nebraska 68114.
(o) According to a Schedule 13G, dated January 23, 1997 and filed with the
Securities and Exchange Commission, as of December 31, 1996, Pioneering
Management Corporation had sole power to vote or to direct the voting of
1,282,100 shares of the Company's Common Stock, sole power to dispose or to
direct the disposition of 35,000 shares of the Company's Common Stock, and
shared power to dispose or to direct the disposition of 1,247,100 shares of
the Company's Common Stock. The mailing address of Pioneering Management
Corporation, which is a registered investment adviser, is 60 State Street,
Boston, Massachusetts 02109.
T. Rowe Price Associates, Inc., T. Rowe Price Small Cap Value Fund, Inc.,
KPM Investment Management, Inc., and Pioneering Management Corporation each has
represented that the shares of the Company's Common Stock which it is deemed to
beneficially own were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
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<PAGE> 15
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities laws require the Company's directors and officers and
persons who own more than 10% of the outstanding shares of Common Stock of the
Company to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and to furnish the Company with copies of all
such reports. Based solely upon the Company's review of the copies of these
reports received by it and written representations that no other reports were
required to be filed, the Company believes that all filing requirements
applicable to its directors, officers, and greater than 10% stockholders were
met on a timely basis with respect to the year ended December 31, 1996, except
that Mr. Hubbard made one late filing relating to his purchase of 2,500 shares
of Common Stock of the Company.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
At the recommendation of the Audit Committee of the Board of Directors,
Coopers & Lybrand L.L.P. has been appointed as independent public accountants
for the Company for 1997, subject to approval by stockholders. The Board of
Directors recommends a vote "FOR" approval of such appointment.
Coopers & Lybrand has served as the Company's independent accountants for
more than twenty years. It is anticipated that a representative of Coopers &
Lybrand will be present at the Annual Meeting of Stockholders to respond to
appropriate questions and to make a statement if the representative so desires.
STOCKHOLDER NOMINATIONS AND OTHER MATTERS
Pursuant to the Company's By-Laws, at any annual or special meeting of
stockholders, only such business may be conducted as has been specified in the
notice of the meeting, brought before the meeting by or at the direction of the
Board of Directors, or by a stockholder who has given timely written notice to
the Company's Secretary of the stockholder's intention to bring such business
before the meeting. The By-Laws also provide that a person will be eligible for
election as a director only if he or she is nominated by or at the direction of
the Board of Directors, its Nominating Committee, or a stockholder who has given
timely written notice to the Secretary of the Company of the stockholder's
intention to nominate the individual for election as a director.
To be timely, notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 75 days nor more than
90 days prior to the meeting (or, if less than 90 days' notice or prior public
disclosure of the date of the meeting is given, such notice must be given no
later than the close of business on the 15th day following the date of mailing
of the notice of meeting or the date such public disclosure was made, whichever
is first).
A stockholder's notice of intention to bring any matter before a meeting
must contain a brief description of the business desired to be brought and
certain information concerning the stockholder. Notice of intention to nominate
any individual to serve as a director must contain certain information about the
proposed nominee and about the stockholder who intends to make the nomination.
The specific requirements of the notices are set forth in Article II, Section 7
of the By-Laws, a copy of which will be provided to any stockholder upon
request.
Since no notices were received from stockholders relating to any business
or nominee to be brought before this year's Annual Meeting of Stockholders, only
those nominees of the Board of Directors described in this Proxy Statement or
otherwise nominated by or at the direction of the Board of Directors will be
eligible for election as directors at this Annual Meeting. In addition, the only
items of business which will be brought before the meeting will be the approval
of the appointment of independent public accountants for the Company and such
other business, if any, as the Board may hereafter direct. At the date of the
mailing of this Proxy Statement, the Board of Directors knows of no other
business that will be brought before the meeting, but it is intended that, as to
any such other matter or business, a vote may be cast pursuant to the
accompanying proxy in accordance with the judgment of the person or persons
voting the same.
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<PAGE> 16
1998 ANNUAL MEETING INFORMATION
The 1998 Annual Meeting of Stockholders will be held on Wednesday, April
22, 1998. Under the rules of the Securities and Exchange Commission, in order to
be included in the Company's proxy statement and form of proxy for the 1998
Annual Meeting of Stockholders, stockholder proposals must be received by the
Company, at 4770 Hickory Hill Road, Memphis, Tennessee 38141, Attention:
Secretary, on or before November 24, 1997. In addition, in accordance with
Article II, Section 7 of the Company's By-Laws, stockholders wishing to bring
any matter before the 1998 Annual Meeting of Stockholders or to nominate any
individual for election as a director at the 1998 Annual Meeting, must give
written notice thereof to the Company during the period between January 22 and
February 5, 1998 in order to be eligible for consideration at the 1998 Annual
Meeting. See "Stockholder Nominations and Other Matters."
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<PAGE> 17
APPENDIX A
PROXY
TBC CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 23, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned holder(s) of Common Stock of TBC Corporation, a Delaware
corporation (the "Company"), hereby appoint(s) Marvin E. Bruce, Louis S.
DiPasqua, and Stanley A. Freedman, and each or any of them, attorneys and
proxies of the undersigned, with power of substitution, to vote all of the
Common Stock which the undersigned is (are) entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Adam's Mark Hotel, 939
Ridgelake Boulevard, Memphis, Tennessee on Wednesday, April 23, 1997, at 9:30
a.m., Central Daylight Savings Time, and at any adjournment thereof, as follows:
1. Election of Directors
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all nominees listed below.
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME BELOW.
Marvin E. Bruce Robert E. Carroll, Jr. Robert H. Dunlap
2. Approval of the appointment of Coopers & Lybrand L.L.P. as independent public
accountants of the Company for the year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the attorneys and proxies are authorized to vote upon
such other matters as may properly come before the meeting or any adjournment
thereof.
<TABLE>
<S> <C>
[ ]GRANT AUTHORITY [ ]WITHHOLD AUTHORITY
to vote to vote
</TABLE>
(Continued and to be signed on reverse side)
(Continued from other side)
A VOTE FOR PROPOSALS 1 AND 2 AND GRANTING THE PROXIES DISCRETIONARY
AUTHORITY IS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY. WHEN PROPERLY
EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
STOCKHOLDER(S). IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2 AND AT THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned acknowledges receipt of the Notice & Proxy Statement for the
1997 Annual Meeting of Stockholders and the Annual Report to Stockholders for
the year ended December 31, 1996.
Dated 1997
--------------------,
-------------------------------
-------------------------------
Signature(s)
Stockholders should date this
proxy and sign here exactly as
name appears at left. If stock
is held jointly, both owners
should sign this proxy.
Executors, administrators,
trustees, guardians and others
signing in a representative
capacity should indicate the
capacity in which they sign.
