ANUHCO, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held May 22, 1996
The Annual Meeting of Shareholders of Anuhco, Inc. ("Anuhco"
or "the Company"), a Delaware Corporation, will be held at the
Doubletree Hotel, 10100 College Boulevard, Overland Park, Kansas,
on Wednesday, May 22, 1996, at 9:00 a.m., Central Daylight Time,
for the following purposes:
1. To consider and act upon a proposal to elect eight (8)
directors of Anuhco;
2. To consider and act upon a proposal to ratify the selection of
Coopers & Lybrand, L.L.P. as independent public accountants for
Anuhco for 1996; 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 11, 1996 ("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, Inc. at 8245 Nieman Road,
Suite 100, Lenexa, 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
BARBARA J. WACKLY,
Corporate Secretary
Overland Park, Kansas
April 22, 1996
</PAGE>
ANUHCO, INC.
April 22, 1996
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 22, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Anuhco, Inc.
("Anuhco" or "the Company") to be used at the 1996 Annual Meeting
of Shareholders of the Company ("Annual Meeting") which will be
held at the Doubletree Hotel, 10100 College Boulevard, Overland
Park, Kansas, on Wednesday, May 22, 1996, 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, 1995, 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 11,
1996 ("Shareholders") are entitled to one vote at the meeting for
each share held. There were outstanding on April 11, 1996,
7,131,470 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 eight 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
Eight directors will be elected at the Annual Meeting to serve
until the 1997 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. Donald M. Gamet has declined
to stand for re-election and is retiring after 13 years of service
to the Anuhco 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, 1996.
Director of
Name, Principal Occupation the Company
and other Directorships Age Since
John P. Bigger 61 1995
Vice Chairman of the Company since May, 1995.
President and Chief Executive Officer of the Company
from 1988 to May, 1995. Previously a director of
the Company from July, 1988 through March, 1991.
Employed by the Company and subsidiaries in various
other positions from 1978 through December, 1995.
William D. Cox 52 1991
President of Bel Aire Development, Inc., Wichita,
Kansas, a commercial and residential land develop-
ment company, since 1984; President of 3D Asso-
ciates, 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 1994.
Lawrence D. ("Larry") Crouse 55 1991
Vice President of the Company since September 5, 1991.
He has served as Chairman and Chief Executive Officer
of Crouse Cartage Company, a wholly-owned subsidiary
of the Company, since 1987. He has been owner and
President of K. P. Enterprises, a personal investment
and holding company since 1966. One of the principal
assets of K. P. Enterprises was a truckload common
carrier doing business as Corrugated Carriers, which
ceased operations in March, 1995.
Harold C. Hill, Jr. 60 1995
Retired as a partner of Arthur Andersen, LLP in 1993. Mr.
Hill's 35 years of service with the firm included responsi-
bility as partner in charge of the transportation, finan-
cial services and government practices in Kansas City, as
well as service as National Technical Coordinator of that
firm's trucking industry practice group.
Roy R. Laborde 57 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.
Timothy P. O'Neil 39 1995
President of the Company since May, 1995, Chief
Financial Officer and Treasurer since April, 1995.
From April, 1995 to May, 1995 Mr. O'Neil also served
as Senior Vice President of the Company. From August,
1993 until April, 1995, he served as Director of Finance
of Anuhco. From October, 1989 until July, 1991, Mr.
O'Neil served as Vice President and Chief Financial
Officer of Anuhco. Mr. O'Neil has also served as President,
Chief Executive Officer, and Chief Financial Officer and
Treasurer of American Freight System, Inc. ("AFS"), a
wholly-owned subsidiary of the Company, since July, 1991.
From February, 1991 to July, 1991 he served as Vice
President of AFS.
Eleanor B. Schwartz 59 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 Mid-West Grain Products, Atchison, Kansas.
Walter P. Walker 67 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.
During the fiscal year ended December 31, 1995, the Board of
Directors held four (4) regular meetings and five (5) special
meetings.
Compensation of Directors
Directors receive compensation of $6,000 per annum, plus $500
for each board meeting attended and $500 for each committee meeting
attended when held on a day on which they are not compensated for
attending another meeting, except the Chairman who receives $1,000
for each board meeting and committee meeting attended. 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 which
they are elected to the Board of Directors, at market value on such
date.
In addition, directors are compensated at the rate of $60 per
hour for any special assignments. During 1995 Harold C. Hill, Jr.
and Roy R. Laborde provided service on certain special assignments
and received $1,500 and $500, respectively. No other directors
received compensation for special assignments.
Committees of the Board of Directors
The Company's Board of Directors has standing Audit,
Compensation and Corporate Governance Committees.
Members of the Audit Committee are Donald M. Gamet (Chairman),
William D. Cox and Harold C. Hill, Jr. The Audit Committee met
three times during the fiscal year ended December 31, 1995. 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 B. Schwartz and Walter P. Walker. The
Compensation Committee met four times during the fiscal year ended
December 31, 1995. 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.
Members of the Corporate Governance Committee are Donald M.
Gamet (Chairman), Roy R. Laborde and Eleanor B. Schwartz. The
Governance Committee met twice during the fiscal year ended
December 31, 1995. The Governance Committee advises, reports to
and makes recommendations to the Board of Directors on corporate
governance issues, including nominations for the Board of Directors
of the Company. The Governance Committee will consider candidates
for the Board of Directors suggested by shareholders. Shareholders
desiring to suggest candidates should advise the Secretary of the
Company in writing by December 13, 1996 and include sufficient
biographical material to permit an appropriate evaluation.
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 Coopers & Lybrand, L.L.P. as
independent public accountants for the Company for the 1996 fiscal
year. Coopers & Lybrand, L.L.P. has served as independent public
accountants for the Company since November, 1995.
Representatives of Coopers & Lybrand, L.L.P. 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.
As previously reported in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, effective
November 2, 1995, Arthur Andersen LLP resigned as independent
public accountants for the Company. Arthur Andersen LLP's report
on the financial statements of the Company for the past two years
did not contain an adverse opinion or a disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the two most recent fiscal years and any subsequent
interim period there are and have been no disagreements or
reportable events on any matters of accounting principles or
practices, financial statement disclosures or auditing scopes or
procedures. None of the reportable events listed in Item
304(a)(1)(v) of Regulation S-K occurred with respect to the Company
and Arthur Andersen LLP.
Pursuant to Item 304(a)(3) of Regulation S-K, the Company has
provided Arthur Andersen LLP with a copy of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995, which
contained the foregoing statements, and requested Arthur Andersen
LLP to furnish the Company with a response addressed to the
Securities and Exchange Commission as to whether Arthur Andersen
LLP concurred with such statements. The letter provided by Arthur
Andersen LLP stated that it did concur with the foregoing
statements. A copy of such letter is filed as Exhibit 16 to the
Form 10-Q.
On November 3, 1995, the Company selected Coopers & Lybrand,
L.L.P. as independent public accountants for the 1995 fiscal year.
During the two years ended December 31, 1994 and 1993, and the
interim period of 1995, the Company has not consulted Coopers &
Lybrand, L.L.P. regarding the application of accounting principles
or the type of opinion that might be rendered on the Company's
financial statements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF
COOPERS & LYBRAND, L.L.P. 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, 1996:
<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) . . . 1,189,423(2) 16.65%
c/o Scudder Law Firm
411 South 13th Street
Suite 200
Lincoln, Nebraska 68508
John P. Bigger . . . . . . . . . . . . . . . 28,863(3) .40%
William D. Cox . . . . . . . . . . . . . . . 56,500(4) .79%
Larry Crouse . . . . . . . . . . . . . . . . 230,036(5) 3.20%
Donald M. Gamet. . . . . . . . . . . . . . . 7,500(6) .11%
Harold C. Hill, Jr. . . . . . . . . . . . . 500(7) .01%
Roy R. Laborde . . . . . . . . . . . . . . . 161,790(8) 2.27%
Timothy P. O'Neil. . . . . . . . . . . . . . 111,300(9) 1.56%
Eleanor B. Schwartz. . . . . . . . . . . . . 8,000(4) .11%
Walter P. Walker . . . . . . . . . . . . . . 22,000(10) .31%
Directors and executive officers as a
group (10 persons, including the above) . . 627,262(11) 8.68%
</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
(including 131,268 shares acquired by Larry Crouse) 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 230,036 shares beneficially owned by Larry Crouse, a
director of the Company and one of the members of the Crouse Family
(see Footnote (5) below), or 14,000 shares reported to the Company
as being sold by the Crouse Family since 1991. Also included are
11,000 shares subject to exercisable stock options.
(3) Includes a total of 1,000 shares owned by Mr. Bigger's two
adult children over which Mr. Bigger has shared investment power
and no voting power. Mr. Bigger disclaims beneficial ownership
under Section 16 of the Securities and Exchange Act of 1934 in
these shares as he has no direct or indirect pecuniary interest in
the account in which they are held. Does not include 1,900 shares
owned by his wife, Betty Bigger, over which she exercises sole
investment and voting power. Does not include 2,000 shares subject
to exercisable stock options which lapsed under the terms of the
grant effective March 31, 1996.
(4) Includes 7,000 shares subject to exercisable outstanding stock
options.
(5) Includes 62,000 shares subject to exercisable outstanding
stock options. Mr. Crouse disclaims beneficial ownership of the
shares owned by other members of the Crouse family.
(6) Includes 6,000 shares subject to exercisable outstanding stock
options.
(7) Includes 500 shares in the Francile Hill Irrevocable Trust.
Both Mr. Hill and Francile Hill are trustees and each has shared
voting and investment power.
(8) Includes 5,150 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.
(9) Includes 2,500 shares subject to exercisable outstanding stock
options and 32,800 shares owned by his wife, Pam O'Neil, over which
they hold shared voting and investment power. Does not include
10,400 shares held in various irrevocable trusts for the benefit of
Mr. O'Neil's children and over which he has no voting or investment
power.
(10) Includes 7,000 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.
(11) Includes a total of 96,650 shares subject to exercisable
outstanding stock options.
Certain Relationships and Related Transactions
The Company did not engage in any individual transactions or
series of transactions with members of management or nominees for
director during 1995 in which the amount involved exceeded $60,000.
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.
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 three executive officers during 1995; (1)
John P. Bigger, who served as Chief Executive Officer of the
Company until his retirement in May, 1995, (2) Timothy P. O'Neil,
President, Chief Financial Officer ("CFO") and Treasurer of the
Company (as President Mr. O'Neil has been the chief executive
officer of the Company since May, 1995, although he does not hold
the title Chief Executive Officer), and (3) Larry Crouse, Vice
President of the Company and the chief executive officer of Crouse
Cartage Company, the Company's principal operating subsidiary.
With respect to Mr. Crouse, as part of the Company's
acquisition of Crouse Cartage Company in 1991, the Company and
Crouse Cartage Company and Mr. Crouse entered into agreements which
governed Mr. Crouse's total compensation through 1994. Mr.
Crouse's compensation through 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 Crouse Cartage Company over a five-year period. In
1995, after a subjective review of Mr. Crouse's performance, and
the financial condition, recent performance and 1995 operating
plans of Crouse Cartage Company, the Committee decided to continue
Mr. Crouse's base salary (adjusted for inflation), participation
under the long term incentive agreement, and annual stock option
grant at the same level as the previous year.
The Committee believes that Mr. Crouse's compensation for 1995
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 1993 Trucking Salaried
Employees Compensation Studies of the American Trucking Association
(the latest edition considered by the Committee). Including
compensation under the long term incentive agreement, if the
operating subsidiary's compound annual growth in pretax earnings 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 Crouse Cartage Company.
Mr. Bigger's compensation as chief executive officer through
his retirement in May, 1995 was based on an hourly rate for time
worked. Mr. Bigger was paid at the same hourly rate from 1991 to
1995. Mr. Bigger's activities and work schedule were monitored by
the Chairman of the Board on a regular basis and were reviewed by
the full Board in regular Board meetings. Based on the Board's
satisfaction with Mr. Bigger's performance of the tasks assigned to
him by the Board and Mr. Bigger's intent to retire as chief
executive officer effective May 23, 1995, the Committee allowed
the hourly rate to continue at the same level for 1995. The
Committee did not rely upon any specific financial performance
measure or other specific criteria in setting Mr. Bigger's
compensation. Upon Mr. Bigger's retirement at a meeting of the
full Board, the six outside members of the Board approved a
retirement bonus in view of his excellent service as chief
executive officer and his continued availability to assist in the
transition of responsibilities to Mr. O'Neil. As a new member of
the Board, Mr. Bigger was also granted options in the same amount
and on the same terms as the grants made to the outside directors.
The compensation of Mr. O'Neil, acting in the capacity of CEO
of the Company for 1995 was established after a review of chief
executive officer compensation of selected publicly-held companies
in the greater Kansas City area and the compensation levels of
CEO's of the Company's operating subsidiaries. Mr. O'Neil has
served as President, CEO, CFO and Treasurer of AFS since 1991. His
compensation at AFS is established pursuant to an employment
contract entered into in 1991 which provides for base compensation
increasing at a rate of 5% annually. Mr. O'Neil's AFS compensation
was also considered in determining his base compensation with
Anuhco. During 1995, Mr. O'Neil's base Anuhco and AFS salaries
were paid on a prorata basis according to the time devoted to each
position.
The Committee's determination to recommend an option grant to
Mr. O'Neil was based upon its subjective review of the factors
listed above and its desire to provide a modest incentive component
to Mr. O'Neil's compensation. The Committee did not rely upon any
specific financial performance measure or other specific criteria
in setting Mr. O'Neil's compensation. The principal factor relied
upon by the Committee in establishing Mr. O'Neil's compensation for
1995 was the Board's satisfaction with Mr. O'Neil's performance as
President and CEO of AFS and his performance of other 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 PEER GROUPS
[insert graph]
Based on data furnished by Media General Financial Services,
Richmond, Virginia. Assumes $100 invested at the close of business at
December 31, 1990 in Company Common Stock, the Amex Market Index and the
selected peer groups. The total return calculated assumes the
reinvestment of any dividends. Numbers used to prepare the above graph
were:
<TABLE>
<CAPTION>
Year Ending December 31
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Anuhco, Inc . . . . 100 500.00 683.33 1,366.67 2,766.67 2,333.33
New Peer Group. . . 100 122.04 138.24 171.56 164.71 135.81
Old Peer Group. . . 100 122.04 136.49 157.61 155.23 134.24
Amex Market Index . 100 123.17 124.86 148.34 131.04 168.90
</TABLE>
The industry peer group ("New Peer Group") consists of all
predominantly less-than-truckload motor carriers (or parent companies)
publicly traded on any stock exchange for the last five years (6
companies: Arkansas Best Corporation, Arnold Industries, Inc.,
Consolidated Freightways, Inc., Old Dominion Freight Line, Inc., TNT
Freightways, Inc., and Yellow Corporation). Each member of the peer
group had a much larger market capitalization than Anuhco. Two members
of the industry peer group used in prior years, Carolina Freight
Corporation and Roadway Services, Inc., were removed because of mergers
or spinoffs during 1995. Arkansas Best Corporation, Old Dominion
Freight Line, Inc., and TNT Freightways, Inc. were added to the peer
group in 1995 because management wished to present a comparison to a
broader group than the three remaining companies. Last year's industry
peer group index ("Old Peer Group") (excluding those companies
involuntarily removed) is presented for comparison.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal sation Award(s) SARs Payouts sation
Position Year Salary Bonus ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy P. (1) (2)
O'Neil, 1995 $180,074 -0- -0- -0- 10,000 -0- $8,190
President
(chief
executive
officer)
John P.
Bigger, (3)
Former 1995 $ 76,318 $25,000 -0- -0- 2,000 -0- -0-
President 1994 72,609 -0- -0- -0- 5,000 -0- -0-
and 1993 89,140 -0- -0- -0- 5,000 -0- -0-
Chief
Executive
Officer
</TABLE>
(1) Includes $102,074 paid to the Company by AFS to reimburse the
Company for Mr. O'Neil's services as President, CEO, CFO and Treasurer
of AFS.
(2) Includes a non-qualified deferred compensation arrangement at 10
1/2% of Mr. O'Neil's Anuhco salary, in lieu of participation in a
qualified retirement plan, payable in 10 annual installments after
termination of employment. Such deferral earns interest at the prime
interest rate of the Company's bank.
(3) Includes $4,538, $11,334 and $7,204 in 1995, 1994 and 1993,
respectively, paid to the Company by AFS to reimburse the Company for
Mr. Bigger's services related to implementation of a reorganization
plan. Mr. Bigger's employment by the Company was as needed and as
scheduled, on a mutually agreeable basis, with the Chairman of the Board
of Directors. His compensation was at the rate of $60 per hour (one-
half rate for travel time), plus reimbursement of actual, reasonable
out-of-pocket expenses. The Company provided no paid time off and he
did not participate in any of the incentive programs or benefit plans of
the Company or its subsidiaries other than (i) grants of stock options,
at the sole discretion of the members of the Board of Directors who are
not employees of the Company, under the 1992 Incentive Stock Plan; (ii)
by deferring a portion of his salary, under the provisions of Section
401(k) of the Code, by contributions to a Crouse Cartage plan; and (iii)
beginning in 1993, under an agreement with the Company, by deferring a
portion of the balance of his salary (after contributions to the 401(k)
plan) until after termination of his employment. Such deferred salary
earns interest at the prime interest rate of the Company's bank.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Individual Grants Potential Realizable
Number of % of Total Value at Assumed Annual
Securities Options Exer- Rates of Stock Price
Underlying Granted to cise Expir- Appreciation for
Options Employees in Price ation Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Timothy P.
O'Neil (1) 10,000 16% $8.59 5/25/2005 $54,046 $136,962
John P.
Bigger (2) 2,000 3% 8.59 5/25/2005 10,809 27,392
</TABLE>
(1) Grant is an "Incentive Stock Option" under the Internal Revenue
Code. The exercise price was the market value on the date of grant.
The option becomes exercisable with respect to 2,000 shares on May 25 of
each of the years 1996 through 2000 and remains exercisable through May
25, 2005.
(2) Grant is an "Incentive Stock Option". The exercise price was the
market value on the date of grant. The option became exercisable in
full effective December 31, 1995 upon Mr. Bigger's retirement.
Potential realizable value assumes increases at the indicated rates from
the date of grant to the expiration date; even though the grants must be
exercised within three months of termination of employment and Mr.
Bigger has not served as an executive officer after May 23, 1995, and
has retired and terminated employment effective December 31, 1995.
Effective March 31, 1996, this option lapsed unexercised under the terms
of the grant.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Value FY-End (#) FY-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Timothy P.
O'Neil (1) 500 $ 1,813 0/12,000 $ 0 /$ 8,313
John P.
Bigger (2) 3,000 20,656 12,000/0 $ 37,658/$ 0
</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. Both Mr. O'Neil and Mr. Bigger have retained these shares.
(2) Effective upon his retirement on December 31, 1995, Mr. Bigger's
outstanding options became exercisable in full. Subsequent to December
31, 1995, Mr. Bigger exercised options for 10,000 shares. Mr. Bigger
has retained these shares. Effective March 31, 1996, the option for the
remaining 2,000 shares lapsed unexercised.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be presented for action at the
1997 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 13, 1996, 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.
</PAGE>
Appendix A
ANUHCO, INC.
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
The undersigned hereby appoints Timothy P. O'Neil and Barbara J.
Wackly, and each of them, as proxies for the undersigned at the Annual
Meeting of Shareholders of Anuhco, Inc. at the Doubletree Hotel, 10100
College Boulevard, Overland Park, Kansas, on Wednesday, May 22, 1996, at
9:00 A.M., and at any adjournment, to vote the shares of stock the
undersigned would be entitled to vote, if personally present, upon the
proposals on the reverse side, and any other matter brought before the
meeting, all as set forth in the April 22, 1996, Proxy Statement.
The shares represented by this proxy will be voted as directed by
the shareholder. If no direction is given, such shares will be voted
FOR the election of the named nominees for Director and FOR Proposal 2.
(continued and to be signed and dated on the reverse side)
The Board of Directors recommends voting FOR Please mark your
election of named nominees for the Board and votes as indicated [x]
FOR Proposal 2. in this example
1. Authority granted to or withheld from proxies to vote for John P.
Bigger, William D. Cox, Lawrence D. Crouse, Harold C. Hill, Jr.,
Roy R. Laborde, Timothy P. O'Neil, Eleanor B. Schwartz and
Walter P. Walker as directors of Anuhco.
FOR all nominees WITHHOLD (To withhold authority to vote
(unless exceptions AUTHORITY for individual nominees write
are marked). (for all such nominees names in the space
nominees). provided below).
[ ] [ ]
2. Ratify selection of Coopers & Lybrand, L.L.P.
as Independent Public Accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by President or
other authorized officer. If a partnership, please
sign in partnership name by authorized person.
Dated: , 1996
(signature)
(signature if held jointly)
PLEASE MARK, SIGN AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
