ANUHCO, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held May 23, 1995
The Annual Meeting of Shareholders of Anuhco, Inc. ("Anuhco"),
a Delaware Corporation, will be held at the Doubletree Hotel, 10100
College Boulevard, Overland Park, Kansas, on Tuesday, May 23, 1995,
at 9:00 a.m., Central Daylight Time, for the following purposes:
1. To consider and act upon a proposal to elect
seven (7) directors of Anuhco;
2. To consider and act upon a proposal to ratify
the selection of Arthur Andersen LLP as
independent public accountants for Anuhco for
1995; and
3. To consider and act upon such other matters as
may properly come before the meeting and any
adjournment thereof.
The foregoing matters are more fully described in the
accompanying Proxy Statement.
Stockholders of record on the books of Anuhco at the close of
business on April 13, 1995 ("Shareholders") will be entitled to
receive notice of and to vote at the meeting. A complete list of
such Shareholders will be available for examination at the
principal executive offices of Anuhco at 9393 West 110th Street,
Suite 100, Overland Park, Kansas, by any Shareholder, for any
purpose germane to the Annual Meeting, for the ten (10) days
immediately preceding the Annual Meeting.
YOUR VOTE IS IMPORTANT. TO INSURE YOUR REPRESENTATION AT THE
MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. Returning your proxy
now will not interfere with your right to attend the meeting or to
vote your shares personally at the meeting, if you wish to do so.
The prompt return of your proxy may save Anuhco additional expenses
of solicitation.
All Shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
/s/ Barbara J. Wackly
BARBARA J. WACKLY,
Corporate Secretary
Overland Park, Kansas
April 20, 1995
<PAGE>
ANUHCO, INC.
April 20, 1995
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 23, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Anuhco, Inc.
("the Company") to be used at the 1995 Annual Meeting of
Shareholders of the Company ("Annual Meeting") which will be held
at the Doubletree Hotel, 10100 College Boulevard, Overland Park,
Kansas, on Tuesday, May 23, 1995, at 9:00 a.m. Central Daylight
Time, and any adjournment thereof. All costs of the solicitation
will be borne by the Company.
A copy of the Company's annual report for the fiscal year
ended December 31, 1994, is enclosed herewith. Such report is not
incorporated in this Proxy Statement and is not to be deemed a part
of the proxy solicitation material.
PROXIES AND VOTING
Stockholders of record at the close of business on April 13,
1995 ("Shareholders") are entitled to one vote at the meeting for
each share held. There were issued and outstanding, on April 13,
1995, 7,553,920 shares of common stock, par value $0.01 per share,
of the Company ("Common Stock"). Such shares have no cumulative
voting rights. The Company has no other class of stock
outstanding.
Shareholders who execute proxies retain the right to revoke
them at any time before they are voted by giving to the Corporate
Secretary of the Company written notice of revocation bearing a
date later than the proxy date, by submission of a later-dated
proxy or by revoking the proxy and voting in person at the meeting.
Unless so revoked, proxies properly executed and returned will be
voted in accordance with the instructions given therein or, if
properly executed but no instructions are given, will be voted for
the nominees for director named herein and for ratification of the
selection of the independent public accountants.
An automated system administered by the Company's transfer
agent, Mellon Securities Trust Company, will be used to tabulate
proxies submitted by Shareholders prior to the Annual Meeting.
Votes cast and proxies received at the Annual Meeting will be
manually tabulated by an inspector of election and the proxy count
certified by the Company's transfer agent will be adjusted
accordingly. Abstentions and broker non-votes are each counted for
purposes of determining whether there is a quorum at the Annual
Meeting. Abstentions are counted in the tabulations of votes cast
on proposals presented to shareholders, whereas broker non-votes
are not counted for purposes of determining whether a proposal
presented to the Shareholders has been approved.
The seven individuals receiving the greatest number of votes
cast at the meeting will be elected as directors of the Company.
The affirmative vote of a majority of the outstanding shares of
Common Stock represented in person or by proxy at the meeting is
necessary for ratification of the selection of the independent
public accountants.
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors will be elected at the Annual Meeting to serve
until the 1996 Annual Meeting of the Shareholders of the Company or
until their successors are elected and qualified. In the absence
of contrary instructions, each proxy will be voted for the election
of the following named persons, all of whom are standing for re-
election to the Board of Directors.
Each of the nominees has advised the Company that he or she
can and will serve as a director of the Company if elected. If for
any reason any of the nominees shall become unavailable for
election, the persons named in the accompanying proxy will vote for
the other nominees and for a substitute nominee or nominees
designated by the Board of Directors. The following information is
given with respect to each nominee as of March 31, 1995.
<TABLE>
Director of
Name, Principal Occupation the Company
and other Directorships Age Since
<S> <C> <C>
Joe J. Brown 55 1991
President and a director of Brown Church Securi-
ties, Inc., Wichita, Kansas, a stock and bond
broker/dealer, from 1982 to February, 1995. A
private investor since February, 1995.
William D. Cox 51 1991
President of Bel Aire Development, Inc., Wichita,
Kansas, a commercial and residential land development
company, since 1984; President of 3D Associates, Inc.,
Wichita, Kansas, a land development and construction
company since 1994; owner of Cox Enterprises of
Wichita, Inc., Wichita, Kansas, a new home and light
commercial construction company, from 1972 to 1993.
Lawrence D. ("Larry") Crouse 54 1991
Vice President of the Company since 1991. Chair-
man and Chief Executive Officer of CC Investment
Corporation (former parent of Crouse Cartage
Company and now a subsidiary of Anuhco) since
1987; and Chairman & Chief Executive Officer of
Crouse Cartage Company, a predominately less-
than-truckload motor carrier, the principal
business and subsidiary of the Company, since 1991.
Donald M. Gamet 79 1983
Chairman of the Audit Committee of the Board of
Directors since 1983. Former Executive Vice
President, Finance, of Chicago Pacific Corpora-
tion, an officer of that company from 1984
through 1987 and special consultant to the chief
executive officer from 1987 to 1989. Consultant
to Maytag Corporation in 1989 and 1990. He is
a retired Senior Partner of Arthur Andersen & Co.;
was Chairman of that firm's Investment Committee
during 1977 and 1978 and Vice Chairman in charge
of its worldwide tax practice from 1972 to 1977.
Roy R. Laborde 56 1991
Chairman of the Board of Directors and its Compen-
sation Committee since the 1992 Shareholder Meet-
ing. President of Amboy Grain, Inc., Amboy,
Minnesota, since 1985; President and Chief Oper-
ating Officer for Rapidan Grain & Feed, Rapidan,
Minnesota, from 1968 through 1988 and has contin-
ued to merchandise grain for that company.
Eleanor Brantley Schwartz 58 1983
Chancellor and Chief Executive Officer of the
University of Missouri-Kansas City since 1992;
Interim Chancellor in 1991; and Vice Chancellor
for Academic Affairs from 1986 to 1991 after
serving as Dean of the Henry W. Bloch School of
Business and Public Administration from 1980 to
1986 at the University of Missouri-Kansas City.
Director of Country Club Bank, Kansas City,
Missouri and Mid-West Grain Products, Atchison,
Kansas.
Walter P. Walker 66 1983
Chairman of the Board of Directors from 1988 to
the 1992 Shareholder Meeting and Chairman of its
Compensation Committee from 1991 to the 1992
Shareholder Meeting. A private consultant since
1983 in the area of telephone announcement equip-
ment and service; was President of Audichron Com-
pany, Atlanta, Georgia, a manufacturer of equip-
ment and announcement services for the telephone
industry, from 1973 to 1983.
</TABLE>
During the fiscal year ended December 31, 1994, the Board of
Directors held four (4) regular meetings and two (2) special
meetings.
Compensation of Directors
Directors receive compensation of $4,000 per annum, plus $500
for each board meeting attended and $500 for each committee meeting
attended when held on a day on which the board does not also meet,
except the Chairman who receives $1,000 for each Board meeting and
committee meeting. Directors receive $200 for telephonic meetings
of either the board or its committees. Directors are also
reimbursed for reasonable travel and other expenses incurred by
them in performance of their duties as directors of the Company.
Under the 1992 Incentive Stock Plan, approved by the Shareholders
in the 1992 annual meeting, directors who are not employees receive
options to purchase 2,000 shares of Common Stock on the first stock
trading day immediately following each Annual Meeting of the
Shareholders of the Company, at market value on such date.
In addition, directors are compensated at the rate of $60 per
hour for any special assignments. During 1994 Roy R. Laborde
provided service on certain special assignments and received $500.
No other directors received compensation for special assignments.
Committees of the Board of Directors
The Company's Board of Directors has standing Audit and
Compensation Committees. There is no standing Nominating
Committee.
Members of the Audit Committee are Donald M. Gamet (Chairman),
Joe J. Brown and William D. Cox. The Audit Committee met three
times during the fiscal year ended December 31, 1994. The Audit
Committee advises, reports to and makes recommendations to the
Board of Directors on (i) audit procedures of the Company and its
subsidiaries, (ii) general policy with regard to audit matters,
(iii) the financial and accounting controls of the Company and its
subsidiaries, (iv) nominating independent public accountants to
conduct the annual examination of the Company's financial
statements, and (v) the results of the examination performed by the
independent public accountants.
Members of the Compensation Committee are Roy R. Laborde
(Chairman), Eleanor Brantley Schwartz and Walter P. Walker. The
Compensation Committee met once during the fiscal year ended
December 31, 1994. The Compensation Committee (i) approves
salaries and other compensation to be paid to the officers of the
Company, (ii) administers the 1992 Incentive Stock Plan and makes
recommendations for option grants under this plan, and (iii)
reviews and makes recommendations to the Board of Directors on any
proposed employee benefit plans and any proposed material changes
to existing employee benefit plans for the Company and its
subsidiaries.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors, acting on the recommendation of its
Audit Committee, has selected Arthur Andersen LLP as independent
public accountants for the Company for the 1995 fiscal year.
Arthur Andersen LLP has served as independent public accountants
for the Company since the Company's formation.
Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting with an opportunity to make a
statement, if they desire to do so, and to respond to appropriate
questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF ARTHUR ANDERSEN
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by each person
known to the Company to be the beneficial owner of more than 5% of
Common Stock, by the chief executive officer of the Company, by
directors and nominees, and by all directors and executive officers
of the Company, as a group, as of March 31, 1995:
<TABLE>
<CAPTION> Amount and
Name of Beneficial Owners Nature of
(and address of beneficial owners Beneficial Percent
other than directors and nominees) Ownership (1) of Class
<S> <C> <C>
Crouse Family (excluding Larry Crouse) 1,178,423 (2) 15.60%
c/o Scudder Law Firm
411 South 13th Street
Suite 200
Lincoln, Nebraska 68508
Joe J. Brown . . . . . . . . . . . . 42,000 (3) .56%
William D. Cox . . . . . . . . . . . 54,500 (4) .72%
Larry Crouse . . . . . . . . . . . . 188,036 (5) 2.49%
Donald M. Gamet. . . . . . . . . . . 5,500 (6) .07%
Roy R. Laborde . . . . . . . . . . . 159,790 (7) 2.12%
Eleanor B. Schwartz. . . . . . . . . 6,000 (8) .08%
Walter P. Walker . . . . . . . . . . 20,000 (9) .26%
John P. Bigger . . . . . . . . . . . 22,863 (10) .30%
Directors and executive officers as
a group (9 persons, including the
above) 499,462 6.61%
</TABLE>
(1) Unless otherwise indicated, each person has sole voting and
investment power with respect to the shares listed.
(2) The information contained herein is based upon a Schedule 13D
dated September 5, 1991 ("Schedule 13D") and an Amendment No. 1 to
Schedule 13D dated November 1, 1991 ("Amendment") filed by five
children and twelve grandchildren of Paul E. Crouse, deceased, who
acquired 1,342,524 shares of Common Stock from the Company in
connection with the Company's acquisition of CC Investment
Corporation ("CCIC") and its wholly-owned subsidiary, Crouse
Cartage Company ("Crouse Cartage") in 1991 (the "Crouse Family").
In the Schedule 13D and the Amendment, none of the individual
members of the Crouse Family claimed sole or shared voting or
investment power with respect to more than 5% of the outstanding
shares of Common Stock, although each member claimed beneficial
ownership of all 1,342,524 shares owned by the Crouse Family. Each
member of the Crouse Family disclaimed membership in a group in the
Schedule 13D. According to the Schedule 13D, the amount of shares
owned by members of the Crouse Family as reported in the Schedule
13D does not include 27,846 shares purchased in an independent
transaction by a member of the Crouse Family and given to his
children. The Amendment reported that Larry Crouse was in the
process of purchasing 18,833 shares from another member of the
Crouse Family. The Amendment also reported that the members of the
Crouse Family, other than Larry Crouse, have no plan for further
acquisition of Common Stock. The amount of shares listed in the
above table does not include 188,036 shares owned by Larry Crouse,
a director of the Company and one of the members of the Crouse
Family (see Footnote (5) below), or 13,000 shares reported to the
Company as being sold by the Crouse Family during 1994.
The Crouse Family (including Larry Crouse) and their affiliates are
prohibited under an agreement with the Company from acquiring more
than 5% of the outstanding Common Stock, in addition to shares
received as a result of the Company's acquisition of CCIC and
Crouse Cartage, or engaging in any transaction that risks
triggering the limitation on net operating loss carryforwards and
certain build-on losses due to an ownership change under Section
382 of the Internal Revenue Code ("Code"). Section 382 of the Code
requires the Company to combine stockholders owning more than five
percent (5%) of the Company for purposes of determining whether a
change of control has occurred.
(3) Includes 5,000 shares subject to exercisable outstanding stock
options. Does not include 67,800 shares owned by Carol Brown over
which she exercises sole voting and investment power.
(4) Includes 5,000 shares subject to exercisable outstanding stock
options.
(5) The issuance of 97,047 shares to Mr. Crouse on September 5,
1991 was reported in the Schedule 13D filed by the individual
members of the Crouse Family (including Mr. Crouse). The issuance
of an additional 34,221 shares to Mr. Crouse on November 1, 1991
was reported in the Amendment to Schedule 13D dated November 1,
1991 filed by the individual members of the Crouse Family
(including Mr. Crouse). The Amendment also reported that Mr.
Crouse was in the process of purchasing 18,833 shares of the
restricted Common Stock from another member of the Crouse Family
(consummation of this purchase was subsequently reported by Mr.
Crouse in an SEC Form 4); that he intended to make open-market
purchases which in the aggregate were not expected to exceed
100,000 shares; and that he had no other plans for further
acquisition of Common Stock other than shares to be available under
stock options granted under his employment agreement with the
Company. Mr. Crouse disclaims beneficial ownership of the shares
owned by other members of the Crouse Family. These shares include
20,000 shares subject to exercisable outstanding stock options.
(6) Includes 4,000 shares subject to exercisable outstanding stock
options.
(7) Includes 3,150 shares subject to exercisable outstanding stock
options and 740 shares owned by and registered in the name of his
wife, Betty Laborde, over which they share voting power but Mrs.
Laborde retains sole investment power.
(8) Includes 5,000 shares subject to exercisable outstanding stock
options.
(9) Includes 5,000 shares owned by and registered in the name of
his wife, Mary Frances Walker, over which he shares investment
power, 5,000 shares subject to exercisable outstanding stock
options and 9,000 shares owned by Walker Investments, a general
partnership of Mr. Walker's children and grandchildren over which
he shares investment power but disclaims beneficial ownership under
Section 16 of the Securities and Exchange Act of 1934 because he
and Mrs. Walker have no direct or indirect pecuniary interest in
Walker Investments.
(10) Includes 8,000 shares subject to exercisable outstanding
stock options.
Certain Relationships and Related Transactions
Concurrent with the closing on the acquisition of CCIC and
Crouse Cartage Company by the Company in September, 1991, Crouse
Cartage leased 12 properties used in its operations from P&R
Realty, Carroll, Iowa ("P&R Leases"), a sole proprietorship of Ruth
Crouse, mother of Larry Crouse. Each of the P&R Leases provides
for a term of ten years, a rental rate of 1% per month of the
agreed value of the real estate, and grants Crouse Cartage the
option to purchase the real estate at such agreed value,
exercisable at any time during the term of the lease. The agreed
values were negotiated based on the market value of each property,
as established by an independent real estate appraiser, and are
each equal to or less than such appraised values. The total of the
agreed values is $2,619,000 and monthly lease payments by Crouse
Cartage to P&R Realty totaled $314,280 for the P&R Leases in 1993.
Effective January 1, 1994, the Company, through its subsidiaries,
exercised its purchase options on these properties.
Compensation Committee Interlocks and Insider Participation
The committee consists exclusively of non-employee directors
appointed by resolution of the entire Board of Directors. Roy R.
Laborde has been a non-employee Chairman of the Board of Directors
since the 1992 Meeting of the Shareholders. Walter P. Walker was
a non-employee Chairman of the Board of Directors from 1988 to the
1992 Meeting of the Shareholders. Chairman of the Board is defined
in the Company's bylaws as an officer of the Company.
EXECUTIVE OFFICER COMPENSATION
Board Compensation Committee Report
The responsibilities of the Compensation Committee
("Committee") include approval of the salaries and other
compensation paid to executive officers of the Company. The
Committee attempts to set executive officers' compensation at
levels which are fair and reasonable to the shareholders of the
Company and which will attract, motivate, retain and appropriately
reward experienced executive officers who contribute to the success
of the Company and the returns to its shareholders.
Due in part to the limited number of executive officers of the
Company, the Committee's compensation policies are subjective and
informal. Executive officers' compensation is approved by the
Committee after a subjective review which utilizes the business
experience and knowledge of the Committee members. Its decisions
are not based upon any specific criteria or financial performance
measure. In determining compensation, the Committee considers a
number of factors, including the financial condition of the Company
or the subsidiary which employs the executive, such company's
recent financial performance, the past performance of the executive
officer and the Company's operating plans for the current year.
The Committee generally includes some form of incentive
compensation in each compensation package, including stock options
under the 1992 Incentive Stock Plan, to link a portion of the
executive's compensation with future performance of the Company
and/or the subsidiary which employs the executive. In making
recommendations for the grant of stock options, in addition to
considering the factors described above, the Committee considers
the amount and terms of options already held by each executive
officer. (Note: The Committee has not addressed a policy for
qualifying compensation paid to executive officers in excess of the
limits [$1,000,000] of Section 162(m) of the Internal Revenue Code,
as no company executive's compensation approaches such limit).
The Company had only two executive officers during 1994; Larry
D. Crouse, vice president of the Company and the chief executive
officer of the Company's operating subsidiary, and John P. Bigger,
the chief executive officer of the Company. Mr. Crouse's
compensation for 1994 was only partially subject to the discretion
of the Committee. As part of the Company's acquisition of the
operating subsidiary, in 1991, the Company and the operating
subsidiary and Mr. Crouse entered into agreements which governed
Mr. Crouse's total compensation through 1993. Mr. Crouse's
compensation prior to 1994 under the agreements consisted of base
salary, stock options and the right to cash payments under a long
term incentive agreement based upon the average operating earnings
of the operating subsidiary over a five-year period. In 1994 these
agreements continued to govern Mr. Crouse's base salary and stock
options. With respect to the long-term incentive agreement, which
provided grants only through 1993, after a subjective review of Mr.
Crouse's performance, and the operating subsidiaries' financial
condition, recent performance and 1994 operating plans, the
Committee decided to continue Mr. Crouse's participation under the
long term incentive agreement at the same level as previous years.
The Committee believes that Mr. Crouse's compensation for 1994
compares favorably with that of persons serving in similar
positions with comparable sized common carriers. Mr. Crouse's
salary is less than the low end of the "low-high range" of the
compensation paid to chief executive officers of comparable sized
(North Central carrier with $25 million to $100 million in revenue)
common carriers, as reported in the latest (1993) Trucking Salaried
Employees Compensation Studies of the American Trucking
Association. Including compensation under the long term incentive
agreement, if the operating subsidiary's compound annual growth in
average pretax earnings per share of Common Stock is at a rate of
approximately 10%, Mr. Crouse's salary plus incentive payments
would result in compensation at the low end of the "mid 50% range",
assuming such compensation was payable in 1993. Compounded annual
growth of approximately 20% or more in pretax earnings would allow
his salary plus incentive cash payments to approach, but not
exceed, the high end of the "mid 50% range". None of the companies
in the peer group performance index are included in this comparison
as they are all more than twice the size of the operating
subsidiary.
The compensation of the chief executive officer of the Company
(John P. Bigger) ("CEO") for 1994 was based on an hourly rate for
time actually worked, plus the grant of a stock option to encourage
use of a long-term perspective in the performance of his duties.
The Company retains a CEO on an hourly basis because the
subsidiaries of the Company are autonomous, with their own
management teams, and the time required for general monitoring of
the performance of the operating subsidiary and for performance of
the public holding company duties varies during the year and is
less than full time over a full year. The CEO's activities and
work schedule are monitored by the Chairman of the Board on a
regular basis and are reviewed by the full Board in regular Board
meetings.
Mr. Bigger has been paid at the same hourly rate since 1991.
Based upon the Committee's subjective review of the factors listed
above, the Committee allowed the hourly rate to continue at the
same level for 1994. The Committee's determination to recommend an
option grant to Mr. Bigger of the same size as 1992 and 1993 was
based upon its subjective review of the factors listed above and
its desire to continue to provide a modest incentive component to
Mr. Bigger's compensation. The Committee did not rely upon any
specific financial performance measure or other specific criteria
in setting Mr. Bigger's compensation. The principal factor relied
upon by the Committee in continuing the same compensation for 1994
was the Board's satisfaction with Mr. Bigger's performance of the
tasks assigned to him by the Board.
COMPENSATION COMMITTEE
Roy R. Laborde, Chairman
Eleanor B. Schwartz
Walter P. Walker
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG ANUHCO, INC.
COMMON STOCK, AMEX MARKET AND MOTOR CARRIER PEER GROUP
[insert graph]
Based on data furnished by Media General Financial Services,
Richmond, Virginia. Assumes $100 invested at the close of business
at December 31, 1989 in Company Common Stock, the Amex Market Index
and the selected peer group. The total return calculated assumes
the reinvestment of any dividends. Numbers used to prepare above
graph were:
<TABLE>
<CAPTION> Year Ending December 31
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Anuhco, Inc . . . 100 50.00 250.00 341.67 683.33 1383.33
Peer Group. . . . 100 83.95 121.05 134.31 134.49 130.69
Amex Market Index 100 84.80 104.45 105.88 125.79 111.12
</TABLE>
The industry peer group consists of all predominantly less-
than-truckload motor carriers (or parent companies) publicly traded
on any stock exchange for the last five years (5 companies: Arnold
Industries, Inc., Carolina Freight Corporation, Consolidated
Freightways, Inc., Roadway Services, Inc., and Yellow Freight
System, Inc). Each member of the peer group had a much larger
market capitalization than Anuhco.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary Bonus sation Award(s) SARS ayouts sation
(1) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John P.
Bigger, 1994 $72,609 -0- -0- -0- 5,000 -0- -0-
President
and Chief 1993 89,140 -0- -0- -0- 5,000 -0- -0-
Executive
Officer 1992 90,411 -0- -0- -0- 5,000 -0- -0-
</TABLE>
(1) Includes $11,334, $7,204 $13,097 in 1994, 1993, and 1992,
respectively, paid to the Company by American Freight System, Inc.,
a wholly-owned subsidiary of the Company, to reimburse the Company
for Mr. Bigger's services related to implementation of a
reorganization plan. Mr. Bigger's employment by the Company is as
needed and as scheduled, on a mutually agreeable basis, with the
Chairman of the Board of Directors. His compensation is at the
rate of $60 per hour (one-half rate for travel time), plus
reimbursement of actual, reasonable out-of-pocket expenses. The
Company provides no paid time off and he does not participate in
any of the incentive programs or benefit plans of the Company or
its subsidiaries other than (i) grants of stock options, at the
sole discretion of the members of the Board of Directors who are
not employees of the Company, under the 1992 Incentive Stock Plan;
(ii) by deferring a portion of his salary, under the provisions of
Section 401(k) of the Code, by contributions to a Crouse Cartage
plan; and (iii) beginning in 1993, under an agreement with the
Company, by deferring a portion of the balance of his salary (after
contributions to the 401(k) plan) until after termination of his
employment. Such deferred salary earns interest at the prime
interest rate of the Company's bank.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Individual Grants Potential Realizable
Number of % of Total Value at Assumed Annual
Securities Options Exer- Rates of Stock Price
Underlying Granted to cise Expir- Appreciation for
Options Emps in Price ation Option Term (1)
Name Granted(#) Fiscal Yr ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
John P.
Bigger(2) 5,000 8% $5.38 2/24/99 $7,424 $16,409
</TABLE>
(1) Assumes increases at the indicated rates from the date of
grant to the expiration date; even though the grants must be
exercised within 6 months of termination of employment and Mr.
Bigger does not intend to serve as an executive officer after May
23, 1995, and intends to retire and terminate employment before
December 31, 1995.
(2) Grant is an "Incentive Stock Option" under the Internal
Revenue Code. The exercise price was the market value on the date
of grant. The option may be exercised with respect to 1,000 shares
on and after February 25 of each of the years 1995 through 1999.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option
Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Value FY-End (#) FY-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John P.
Bigger 2,000 13,188(1) 5,500/7,500 $38,204/$39,298
</TABLE>
(1) Approximate amount of profit that would have been realized if
the shares had been sold at the market closing price on the date of
exercise. Mr. Bigger has retained these shares.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be presented for action at
the 1996 Annual Meeting of Shareholders of the Company must be
received by the Corporate Secretary of the Company at the Company's
principal executive offices on or before December 15, 1995, to be
included in the Company's proxy material related to that meeting.
MISCELLANEOUS
As of the date of this Proxy Statement, the Board of Directors
knows of no other matter to be presented for consideration at the
Annual Meeting, other than establishing the date and time of the
new Board of Directors organizational meeting. If any other matter
should properly come before the meeting, it is intended that shares
represented by proxies in the accompanying form will be voted
thereon in accordance with the best judgment of the persons named
in the proxies.
All expenses incurred in connection with this proxy solicitation
will be borne by the Company. In addition to solicitation of
proxies by mail, proxies may be solicited by the Company's
directors, officers and other employees, by personal interview,
telephone and telegram. The Company will also request brokers and
other fiduciaries to forward solicitation materials to the
beneficial owners of shares held of record by them, and will pay
all expenses in connection therewith.
