<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
(TBC CORPORATION LOGO)
4770 HICKORY HILL ROAD
MEMPHIS, TENNESSEE 38141
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 28, 1999
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 28, 1999, at 9:30 a.m., Central Daylight Savings Time, for the purpose of
considering and voting upon:
(1) Election of two directors to serve for a term of three years.
(2) 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 8, 1999 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
Memphis, Tennessee
March 29, 1999
<PAGE> 3
(TBC CORPORATION LOGO)
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 28, 1999, and any adjournment thereof. The close of business
on March 8, 1999 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
21,171,630 shares outstanding at the close of business on March 8, 1999.
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 29, 1999.
ELECTION OF DIRECTORS
The authorized number of directors of the Company is currently fixed at
eight. 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 1999 Annual Meeting, stockholders will elect two directors
who will hold office until the 2002 Annual Meeting and until their successors
are elected and qualified.
The nominees of the Board of Directors are Richard A. McStay and Robert R.
Schoeberl, each of whom is presently a director and is nominated to succeed
himself. 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.
McStay and Schoeberl. Should either of them be unable to accept the office of
director, an eventuality which is not
<PAGE> 4
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."
Robert M. O'Hara, a director whose term of office expires at this Annual
Meeting, is not standing for re-election. With his retirement from the Board of
Directors, Mr. O'Hara ends 16 years of service as a director of the Company.
Set forth below is certain information concerning each nominee for director
and each director whose term of office continues after the 1999 Annual Meeting.
NOMINEES TO BE ELECTED FOR A TERM EXPIRING IN 2002:
RICHARD A. McSTAY, 62, has been a director of the Company since 1983. Mr.
McStay served as the President of Southern Capital Advisors, Inc., a division of
Morgan Asset Management and a registered investment advisor, from 1986 until his
retirement in February 1998. Mr. McStay was also a Managing Director of Morgan
Asset Management's parent company, Morgan Keegan & Company, Inc., a brokerage
and investment banking firm. Mr. McStay is also a director of Envoy Corporation.
ROBERT R. SCHOEBERL, 63, has been a director of the Company since 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. and Midas,
Inc.
DIRECTORS CONTINUING IN OFFICE UNTIL 2001:
LOUIS S. DiPASQUA, 64, has been a director of the Company since 1991. Mr.
DiPasqua has been Vice Chairman of the Company since October 1998 and Chief
Executive Officer since July 1994. Mr. DiPasqua served as the Company's
President from 1991 when he joined the Company until October 1998, and as Chief
Operating Officer from 1991 until July 1994. 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 Marketing, President and Chief Executive
Officer of Kelly Springfield Tire Company (a division of Goodyear), and Chairman
and Managing Director of Goodyear Great Britain.
CHARLES A. LEDSINGER, JR., 49, has been a director of the Company since
1996. Mr. Ledsinger has been the President and Chief Executive Officer of Choice
Hotels International, Inc. since September 1998. From February 1998 to August
1998, Mr. Ledsinger served as President and Chief Operating Officer of St. Joe
Corporation. From May 1997 until February 1998, he was the Senior Vice President
and Chief Financial Officer at St. Joe Corporation. From June 1995 until May
1997, Mr. Ledsinger was the Senior Vice President and Chief Financial Officer of
Harrah's Entertainment, Inc. Prior to 1995, he was the Senior Vice President and
Chief Financial Officer of the Promus Companies Incorporated. Mr. Ledsinger is
also a Director of Choice Hotels International, Inc., FelCor Lodging Trust
Incorporated and Friendly Ice Cream Corporation.
RAYMOND E. SCHULTZ, 65, has been a director of the Company since March
1998. From 1997 until his retirement in December 1998, Mr. Schultz was the
Chairman and Chief Executive Officer of Promus Hotel Corporation. From April
1995 until December 1997, Mr. Schultz served as President and Chief Executive
Officer of Promus. From 1993 to April 1995, he served as President and Chief
Executive Officer of the Hotel Division of the Promus Companies Incorporated,
and was the President and Chief Executive Officer of its Hampton Inn/Homewood
Suites Hotel Division from 1991 to 1993. Mr. Schultz is also a director of
Balanced Care Corporation and Equity Inns, Inc.
2
<PAGE> 5
DIRECTORS CONTINUING IN OFFICE UNTIL 2000:
MARVIN E. BRUCE, 70, 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.
LAWRENCE C. DAY, 49, has been a director of the Company since October 1998.
Mr. Day has served as President of the Company since October 1998 and as Chief
Operating Officer since joining the Company in April 1998. Prior to his election
as President, Mr. Day was an Executive Vice President of the Company. From 1995
to 1998, Mr. Day was President and Chief Executive Officer of Monro Muffler
Brake, Inc. Prior to joining Monro in 1993, Mr. Day was Vice President of
Montgomery Ward's Auto Express Division. His experience in the tire industry
includes 13 years in a series of managerial positions with the Firestone Tire &
Rubber Company. Mr. Day is also a director of Lund International Holdings, Inc.
ROBERT H. DUNLAP, 69, 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.
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. Ledsinger, O'Hara, and Schultz 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, McStay, and
Schoeberl 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, stock
option, and supplemental retirement plans.
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 1998, 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 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 Stock
Incentive Plan (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
3
<PAGE> 6
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 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 current Compensation Committee members, Messrs. Bruce, Dunlap,
McStay, and Schoeberl, served as members throughout 1998.
Mr. Bruce was the Company's Chief Executive Officer until his 1994
retirement. As the Company's Chairman of the Board, Mr. Bruce continues to
participate in the Company's health insurance plan and is provided coverage
under the plan for himself and his wife at the same cost as if he were still an
employee of the Company.
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 1998,
purchases by Dunlap & Kyle Co., Inc. and Hesselbein Tire Co., Inc. from the
Company amounted to $44,633,000 in the aggregate.
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 1998,
1997, and 1996.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ----------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(A) COMPENSATION AWARDS(B) OPTIONS/SARS(C) COMPENSATION(D)
- --------------------------- ---- -------- -------- ------------ ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis S. DiPasqua............. 1998 $475,000 $ 79,230 -- -- 62,140 $4,000
Vice Chairman and 1997 450,000 222,480 -- -- 71,744 4,000
Chief Executive Officer 1996 434,004 50,000 -- -- -- 1,500
Lawrence C. Day............... 1998 $198,756 $ 26,514 $24,879(f) $128,125 95,000 --
President and Chief
Operating Officer(e)
Ronald E. McCollough.......... 1998 $190,478 $ 25,410 -- -- 21,596 $4,000
Executive Vice President, 1997 184,321 72,899 -- -- 25,185 4,000
Chief Financial 1996 175,909 25,000 -- -- -- 1,500
Officer, and Treasurer
Barry D. Robbins.............. 1998 $188,100 $ 25,093 $15,314(g) -- 21,327 $4,000
Executive Vice President 1997 182,025 71,991 44,904(g) -- 24,871 3,561
Sales and Marketing 1996 105,000 12,500 32,920(g) -- 10,141 --
Larry D. Coley................ 1998 $110,914 $ 11,103 -- $ 74,063 6,522 $3,351
Vice President 1997 102,228 30,321 -- -- 7,606 2,868
and Controller 1996 99,852 12,500 -- -- -- 999
</TABLE>
- ---------------
(a) Represents cash bonuses earned for 1998 and 1997 pursuant to the Company's
Management Incentive Compensation Plan and paid for 1996 at the discretion
of the Compensation Committee of the Board of Directors.
(b) Represents dollar value of 12,500 restricted shares and 7,500 restricted
shares granted to Mr. Day and Mr. Coley, respectively. Amounts shown are
market values on the date of grant (without reduction to take into account
restrictions on the shares). One-third of the restricted stock vests each
year, beginning on the first anniversary of the date of grant. Individuals
holding restricted shares receive dividends on them, if declared and paid,
to the same extent as other stockholders. At December 31, 1998, the 12,500
restricted shares held by Mr. Day had a market value of $89,063, and the
7,500 restricted shares held by Mr. Coley had a market value of $53,438.
The restricted shares described in this footnote were the only restricted
shares held as of December 31, 1998 by any executive officer named in the
table.
(c) Represents number of shares subject to options granted under the Company's
1989 Stock Incentive Plan. No stock appreciation rights ("SARs") were
granted in 1998, 1997, or 1996.
(d) Represents the Company's matching contribution for each of the named
executive officers under the Company's 401(k) Savings Plan.
(e) Mr. Day commenced employment with the Company in April 1998.
(f) Represents amounts paid to reimburse Mr. Day for relocation expenses
incurred by him in connection with his employment with the Company and for
the taxes payable with respect to such expense reimbursement. The Company
also incurred approximately $46,000 in expenses paid to third party service
companies for temporary living quarters, moving and storage, fees and loss
reimbursement on the sale of Mr. Day's prior residence, and other
miscellaneous items relating to Mr. Day's relocation.
(g) Represents amounts paid to reimburse Mr. Robbins for relocation expenses
incurred by him in connection with his employment with the Company and for
the taxes payable with respect to such expense reimbursement. The Company
also incurred approximately $170,000 in expenses paid to third party
service companies for temporary living quarters, moving and storage, fees
and loss reimbursement on the sale of Mr. Robbins' prior residence, and
other miscellaneous items relating to Mr. Robbins' relocation.
5
<PAGE> 8
EMPLOYMENT CONTRACTS
The Company has employment agreements with Messrs. DiPasqua, Day,
McCollough, and Robbins. The agreement with Mr. DiPasqua expires April 30, 2000,
the agreement with Mr. Day expires March 31, 2001, the agreement with Mr.
McCollough expires October 31, 2000, and the agreement with Mr. Robbins expires
May 31, 1999. Pursuant to the agreements, Messrs. DiPasqua, Day, McCollough, and
Robbins currently receive annual base salaries of $500,000, $280,000, $199,050,
and $197,505, 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. Day, McCollough,
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 than as a result of death or disability, the employment
agreements of Messrs. DiPasqua, Day, McCollough, and Robbins 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. Day, McCollough, and
Robbins. In addition, if any of Messrs. DiPasqua, Day, McCollough, or Robbins 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. Day, McCollough, and Robbins.
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, the agreement of Mr. Day provides that he is
entitled to participate in the Company's Executive Retirement Plan, and the
agreements of Messrs. McCollough and Robbins 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, 1998 to each of the Company's executive officers named in the
table. No stock appreciation rights ("SARs") were granted in 1998.
The table shows, among other things, hypothetical potential gains from
stock options granted in 1998. 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. For
example, in the case of the stock options granted on January 7, 1998, if the
Company's Common Stock achieves a 5% annual growth rate, its price would
increase by 63% from $9.75 (the closing price of the Company's Common Stock on
the date when the options were granted) to $15.88 at the end of the ten year
6
<PAGE> 9
option term. If the Company's Common Stock achieves a 10% annual growth rate,
its price would increase by 159% from $9.75 to $25.29 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 PER EXPIRATION
NAME GRANTED 1998 SHARE DATE 5% 10%
- ---- ------------ ------------ --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis S. DiPasqua........... 62,140 16% $ 9.75 01/07/08 $380,918 $ 965,656
Lawrence C. Day............. 95,000 24 10.25 04/01/08 612,750 1,552,300
Ronald E. McCollough........ 21,596 5 9.75 01/07/08 132,383 335,602
Barry D. Robbins............ 21,327 5 9.75 01/07/08 130,735 331,422
Larry D. Coley.............. 6,522 2 9.75 01/07/08 39,980 101,352
</TABLE>
- ---------------
(a) In general, options granted in 1998 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 the 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.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
During the year ended December 31, 1998, none of the five executive
officers named in the Summary Compensation Table exercised any stock options or
stock appreciation rights with respect to the Company's Common Stock.
The following table sets forth, for each of the named executive officers,
aggregated information concerning the number and value of outstanding stock
options at December 31, 1998. No stock appreciation rights were outstanding at
December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS AT
AT DECEMBER 31, 1998 DECEMBER 31, 1998(A)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Louis S. DiPasqua............................... 94,933 162,750 $79,144 -0-
Lawrence C. Day................................. -0- 95,000 -0- -0-
Ronald E. McCollough............................ 47,358 38,386 32,538 -0-
Barry D. Robbins................................ 15,050 41,289 -0- -0-
Larry D. Coley.................................. 14,975 11,593 8,034 -0-
</TABLE>
- ---------------
(a) Represents the market value of the stock options on December 31, 1998, less
the aggregate exercise price.
RETIREMENT BENEFITS; CERTAIN RETIREMENT MATTERS
The Company has a noncontributory, tax-qualified, defined benefit
retirement plan (the "Retirement Plan") for eligible employees hired prior to
January 1, 1997, and the Company periodically elects to make a discretionary
contribution to its 401(k) Savings Plan (the "401(k) Plan") for the benefit of
eligible employees hired after January 1, 1997. In addition, the Company
maintains two unfunded supplemental retirement plans (the "Supplemental Plans"),
in which employees designated by the Compensation Commit-
7
<PAGE> 10
tee of the Board of Directors may participate. One of the Supplemental Plans is
designed to provide additional retirement benefits to designated employees who
also participate in the Retirement Plan. The other Supplemental Plan is designed
to provide additional retirement benefits to designated employees who are not
eligible to participate in the Retirement Plan, but who are eligible to
participate in the Company's discretionary contribution under the 401(k) Plan.
Benefits under the Retirement Plan and both Supplemental Plans and the Company's
discretionary 401(k) Plan contribution are forfeited if a participant's
employment with the Company is terminated for any reason before the participant
has five years of service.
In the columns captioned "Group 1," the following table shows the estimated
aggregate annual retirement benefits payable to participants in both the
Retirement Plan and its companion Supplemental Plan. The columns captioned
"Group 2" show the estimated aggregate annual retirement benefits payable to
participants in the second Supplemental Plan and include the value of assumed
annual discretionary 401(k) Plan contributions made by the Company on behalf of
these participants. Amounts shown are annual benefits, payable as a straight
life annuity beginning at normal retirement (age 65), at selected compensation
levels after various years of service, and are not subject to reduction for
Social Security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
15 YRS. 20 YRS. 25 YRS. OR MORE
------------------- ------------------- -------------------
REMUNERATION GROUP 1 GROUP 2 GROUP 1 GROUP 2 GROUP 1 GROUP 2
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000.......................... $ 36,000 $ 24,000 $ 48,000 $ 32,000 $ 60,000 $ 40,000
200,000.......................... 72,000 48,000 96,000 64,000 120,000 80,000
300,000.......................... 108,000 72,000 144,000 96,000 180,000 120,000
400,000.......................... 144,000 96,000 192,000 128,000 240,000 160,000
500,000.......................... 180,000 120,000 240,000 160,000 300,000 200,000
600,000.......................... 216,000 144,000 288,000 192,000 360,000 240,000
700,000.......................... 252,000 168,000 336,000 224,000 420,000 280,000
800,000.......................... 288,000 192,000 384,000 256,000 480,000 320,000
</TABLE>
For those executives participating in a 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 each executive officer named in the Summary Compensation Table who
participates in a Supplemental Plan, covered compensation includes amounts
listed as salary, bonus, and restricted stock awards (if any) in the Summary
Compensation Table.
Messrs. McCollough and Robbins participate in both the Retirement Plan and
its companion Supplemental Plan. For purposes of the Plans, Mr. McCollough has
25 years of service, and Mr. Robbins has two years of service. Because he was
hired after January 1, 1997, Mr. Day participates in the second Supplemental
Plan, and he is eligible to participate in any discretionary contributions the
Company makes to the 401(k) Plan. For purposes of his retirement benefits, Mr.
Day has two years of credited service.
Mr. DiPasqua participates in the Retirement Plan (under which he currently
has eight years of 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 companion Supplemental Plan to the Retirement Plan.
Under either option, Mr. DiPasqua's supplemental retirement benefits are to be
calculated assuming that he has earned an additional 28 years and seven months
of service
8
<PAGE> 11
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 which is the companion to the Retirement Plan. If he did so,
the columns captioned "Group 1" in the Pension Plan Table illustrate 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.
Mr. Coley 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. Coley's covered
compensation includes amounts shown as salary, bonus, and restricted stock (if
any) for him in the Summary Compensation Table, and he currently has 14 years of
credited service under the Plan. Based upon his covered compensation for 1998,
Mr. Coley's estimated annual benefit under the Retirement Plan at normal
retirement age is $63,818, when stated as a straight life annuity amount.
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 Company's compensation and
stock option plans other than its Retirement Plan and its 401(k) Savings Plan.
The Company's current executive compensation policies are based upon the
recommendations made by independent consultants William M. Mercer, Incorporated
("Mercer") in their comprehensive executive compensation study (the "Mercer
Study") which was approved by the Compensation Committee in October 1996. As set
forth in the Mercer Study, the Company's pay philosophy is that the compensation
of the Company's executives and key employees should be designed to promote
achievement of the Company's business, financial, and stockholder return
objectives; to align the interests of the Company's executives and key employees
with those of stockholders; to provide pay that is externally competitive and
internally equitable, which will allow TBC to attract, retain, and motivate the
executives and key employees necessary to accomplish its business objectives;
and to reward exceptional performance.
To achieve this pay philosophy, the Mercer Study provided that direct
compensation (salary, annual incentives, and long term incentives) should be
targeted at or about the market median when all aspects of performance are at
target levels; that the Committee should have the ability to pay in excess of
median levels when performance exceeds targeted levels; that all executives and
key employees should have both a short term and a long term stake in the
Company's financial performance, as well as its stockholder performance; and
that higher paid executives and employees should have a greater percentage of
their total direct compensation delivered through incentive, stock-based and
long term pay, as opposed to salary.
The Committee has implemented the Company's pay philosophy by establishing
compensation packages for the Company's executive officers which have annual
salary, bonuses dependent upon Company performance, and long term, stock-based
incentives as their key components. In addition, the Company's executive
officers receive health, accident, and life insurance, retirement, and other
personal benefits typically offered to executives by other public corporations.
Historically, the Company has entered into employment agreements with its
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 Vice Chairman and Chief Executive Officer, as
well as with Messrs. Day, McCollough, and Robbins. Mr. DiPasqua's employment
agreement expires on April 30, 2000.
The Committee's practice has been 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
9
<PAGE> 12
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. In light of the Mercer Study, Mr.
DiPasqua's salary was not adjusted between July 1996 and December 31, 1997.
Effective January 1, 1998, the Compensation Committee increased Mr. DiPasqua's
salary from $450,000 to $475,000, and it remained at that level throughout 1998.
As a result of the Mercer Study, the Compensation Committee adopted a new
Management Incentive Compensation Plan (the "Incentive Plan") for the Company's
executive officers and key employees. Participants in the Incentive Plan are
designated by the Committee annually. Under the Incentive Plan, the Committee
establishes levels to which participants are assigned and a targeted incentive
award (stated as a percentage of base salary) applicable to each level. The
targeted incentive awards set by the Committee range from 50% of base salary to
5% of base salary.
Incentive awards are payable based upon performance measures established by
the Committee for each participant. The Committee approves a threshold, target,
and maximum performance objective for each performance measure. No payment with
respect to a performance measure is made if performance is below the threshold
performance objective established for that performance measure. If the target
performance objective is reached, the participant is entitled to receive 100% of
the incentive award attributable to that performance measure. If the maximum
performance objective is reached, the participant receives 200% of the award
attributable to that performance measure. As a result, if the maximum
performance objectives for all performance measures are reached, a participant
will receive an incentive award equal to 200% of his or her targeted award.
Under the Incentive Plan, no participant may receive more than 200% of his
or her targeted incentive award. Awards are 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. Awards are
payable in cash.
All of the Company's executive officers participated in the Incentive Plan
in 1998. In accordance with the recommendations of the Mercer Study, the
Committee established a targeted incentive award for Mr. DiPasqua of 50% of his
base salary if the target objectives for all performance measures were achieved.
The targeted incentive awards of Messrs. Day, McCollough, and Robbins were set
at 40% of base salary, and Mr. Coley's targeted incentive award was set at 30%
of base salary. For 1998, the Committee established net sales and adjusted
earnings before tax as performance measures applicable to Mr. DiPasqua and the
other named executive officers. Based upon the Company's results, Mr. DiPasqua
earned an award under the Incentive Plan for 1998 which was equal to 16.7% of
his base salary, or $79,230.
The Mercer Study also recommended that the Company implement an annual
grant of options, with the number of shares granted to each optionee being based
upon a formula using a percentage of base salary on the date of grant and the
Black-Scholes value of a hypothetical option on the last day of the month
preceding the date of grant. The percentage of base salary varies from 15% to
75%, in the case of Mr. DiPasqua.
In accordance with the Mercer Study's recommendations, the Compensation
Committee granted stock options to the Company's executive officers, including
the five named executive officers, and other key employees in January 1998, with
the number of shares subject to each option being determined using the formula
set forth in the Mercer Study. Based upon that formula, Mr. DiPasqua received an
option to purchase 62,140 shares of the Company's Common Stock at $9.75 per
share (which was the closing price of the Company's Common Stock on the date of
grant).
Because of Section 162(m) of the Internal Revenue Code (which limits the
Company's ability to deduct compensation in excess of $1.0 million paid to
certain executive officers), the Incentive Plan contains provisions which
require the Company to delay the payment of any portion of an incentive award
which would not be deductible by the Company due to Section 162(m). The
Incentive Plan requires that the Company pay any such delayed portion as
promptly as possible after the Committee determines that the payment would
10
<PAGE> 13
then be deductible. Until it is paid, any portion so delayed bears interest at a
rate per annum based upon the Standard & Poor's Corporate and Government Bond
Yield Index.
Given the Company's current compensation levels, except as indicated in the
preceding paragraph, 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).
THE COMPENSATION COMMITTEE
Robert R. Schoeberl, 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, 1998, 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, 1993 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 S&P Small Parts &
(Fiscal Year Covered) Corporation Cap 600 Equipment
<S> <C> <C> <C>
1993 100 100 100
1994 75 95 87
1995 70 124 108
1996 61 150 121
1997 77 189 151
1998 58 186 171
</TABLE>
11
<PAGE> 14
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of December 31, 1998 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, 1998) 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,
INCLUDING OPTION
SHARES, BENEFICIALLY
OWNED AS OF PERCENT OF
NAME DECEMBER 31, 1998 CLASS(A)
- ---- -------------------- ----------
<S> <C> <C>
Marvin E. Bruce............................................. 1,633,910(b) 7.7%
Larry D. Coley.............................................. 28,366(c) (d)
Lawrence C. Day............................................. 18,800(e) (d)
Louis S. DiPasqua........................................... 141,115(f) (d)
Robert H. Dunlap and Dunlap & Kyle Co., Inc................. 36,179(g) (d)
Charles A. Ledsinger, Jr.................................... 1,853(h) (d)
Ronald E. McCollough........................................ 78,426(i) (d)
Richard A. McStay........................................... 8,219(g) (d)
Robert M. O'Hara............................................ 22,523(g) (d)
Barry D. Robbins............................................ 30,449(j) (d)
Robert R. Schoeberl......................................... 10,329(k) (d)
Raymond E. Schultz.......................................... 10,541(l) (d)
Directors and Executive Officers as a Group (12 persons).... 2,020,710(m) 9.4
T. Rowe Price Associates, Inc............................... 1,795,100(n) 8.5
FMR Corp.................................................... 1,792,200(o) 8.5
Dimensional Fund Advisors Inc............................... 1,737,880(p) 8.2
Kestrel Investment Management Corporation................... 1,130,700(q) 5.3
</TABLE>
- ---------------
(a) Percentages are calculated based upon the number of shares of Common Stock
outstanding on December 31, 1998 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 30,928 shares subject to outstanding options. Also includes 2,170
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, 1998 or within
60 days thereafter. Mr. Bruce's mailing address is: TBC Corporation, 4770
Hickory Hill Road, Memphis, Tennessee 38141.
(c) Includes 19,684 shares subject to outstanding options and 7,500 restricted
shares.
(d) Represents less than one percent of the outstanding shares of Common Stock
of the Company.
12
<PAGE> 15
(e) Includes 12,500 restricted shares.
(f) Includes 105,255 shares subject to outstanding options.
(g) Includes 2,300 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, 1998 or within 60 days thereafter).
(h) Represents restricted shares previously granted to Mr. Ledsinger (but not
the shares subject to related tandem options which were not exercisable on
December 31, 1998 or within 60 days thereafter).
(i) Includes 62,952 shares subject to outstanding options.
(j) Includes 30,449 shares subject to outstanding options.
(k) Includes 2,170 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, 1998 or within 60 days
thereafter).
(l) Includes 541 restricted shares previously granted to Mr. Schultz (but not
shares subject to related tandem options which were not exercisable on
December 31, 1998 or within 60 days thereafter).
(m) Includes 249,268 shares subject to outstanding options and 33,634
restricted shares.
(n) Based upon information filed with the Securities and Exchange Commission
(the "SEC"), these shares are owned by various individual and institutional
investors, including the T. Rowe Price Small-Cap Value Fund, Inc., a
registered investment company (the "Price Fund"), which owns 1,475,000
shares. T. Rowe Price Associates, Inc., a registered investment adviser
("Price Associates"), serves as an investment adviser with power to direct
the investment of and/or sole power to vote the shares. As of December 31,
1998, the Price Fund had sole power to vote or to direct the voting of the
1,475,000 shares of the Company's Common Stock and Price Associates 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 260,100 shares of the Company's Common Stock and sole power to
dispose or to direct the disposition of an additional 320,100 shares. For
purposes of the reporting requirements of federal securities laws, Price
Associates is deemed to be a beneficial owner of these shares; however,
Price Associates expressly disclaims beneficial ownership. The business
address of the two companies is 100 E. Pratt Street, Baltimore, Maryland
21202.
(o) Based upon information filed with the SEC, as of December 31,1998, Fidelity
Low-Priced Stock Fund, a registered investment company (the "Fidelity
Fund"), owned 1,792,200 shares of the Company's Common Stock. FMR Corp.'s
wholly-owned subsidiary, Fidelity Management & Research Company, a
registered investment adviser ("Fidelity Management"), acts as investment
adviser to the Fidelity Fund with respect to these shares. Fidelity
Management votes the shares under written guidelines established by the
Fidelity Fund's Board of Trustees, which has sole power to vote or to
direct the voting of the shares. FMR Corp., Fidelity Management, the
Fidelity Fund, and FMR's controlling shareholders (collectively,
"Fidelity") together have the sole power to dispose or to direct the
disposition of these shares. Fidelity's address is 82 Devonshire Street,
Boston, Massachusetts 02109.
(p) Based upon information filed with the SEC, Dimensional Fund Advisors Inc.,
a registered investment adviser ("Dimensional"), furnishes investment
advice to four registered investment companies and serves an investment
manager to certain other investment vehicles, including commingled group
trusts. As of December 31, 1998, these investment companies and investment
vehicles (collectively, the "Portfolios") owned 1,737,880 shares of the
Company's Common Stock. As the investment adviser and investment manager to
the Portfolios, Dimensional possessed sole power to vote or direct the
voting and to dispose or direct the disposition of these shares. For
purposes of the reporting requirements of federal securities laws,
Dimensional is deemed to be beneficial owner of these shares; however,
Dimensional expressly disclaims beneficial ownership. Dimensional's address
is 1299 Ocean Avenue, Santa Monica, California 90401.
(q) Based upon information filed with the SEC, as of December 31, 1998, Kestrel
Investment Management Corporation, a registered investment adviser, and its
two shareholders (collectively, "Kestrel") had sole power to dispose or to
direct the disposition of 1,130,700 shares and sole power to vote or to
direct the voting of 964,100 of these shares. The shares are owned by
certain persons in which Kestrel Investment Management Corporation also
holds an ownership interest. The address of Kestrel is 411 Borel Avenue,
San Mateo, California 94402.
13
<PAGE> 16
Price Associates, the Price Fund, Fidelity, Dimensional, and Kestrel 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.
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 its fiscal year ended December 31, 1998.
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 or 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 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.
2000 ANNUAL MEETING INFORMATION
The 2000 Annual Meeting of Stockholders will be held on Wednesday, April
26, 2000. 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 2000
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
14
<PAGE> 17
November 29, 1999. In addition, in accordance with Article II, Section 7 of the
Company's By-Laws, stockholders wishing to bring any matter before the 2000
Annual Meeting of Stockholders or to nominate any individual for election as a
director at the 2000 Annual Meeting, must give written notice thereof to the
Company during the period between January 27 and February 10, 2000 in order to
be eligible for consideration at the 2000 Annual Meeting. See "Stockholder
Nominations and Other Matters."
15
<PAGE> 18
Appendix A
PROXY
TBC CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 1999
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 and Louis S.
DiPasqua, and each or either 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 28, 1999, at 9:30 a.m., Central Daylight
Savings Time, and at any adjournment thereof, as follows:
1. Election of Directors
<TABLE>
<S> <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.
Richard A. McStay Robert R. Schoeberl
2. 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 PROPOSAL 1 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
PROPOSAL 1 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
1999 Annual Meeting of Stockholders and the Annual Report to Stockholders for
the year ended December 31, 1998.
Dated 1999
--------------------,
-------------------------------
-------------------------------
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.
