<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
J. B. HUNT TRANSPORT SERVICES, INC.
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
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Notes:
<PAGE>
J. B. HUNT TRANSPORT SERVICES, INC.
615 J. B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
NOTICE AND PROXY STATEMENT FOR
ANNUAL STOCKHOLDERS' MEETING
___________________________
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON MAY 11, 1995 AT 10:00 A.M.
The Annual Meeting of Stockholders of J. B. Hunt Transport Services, Inc.
(the "Company") will be held May 11, 1995 at 10:00 a.m. (CST) at the Company's
world headquarters, located at 615 J. B. Hunt Corporate Drive, Lowell, Arkansas
for the following purposes:
(1) To elect ten (10) directors and to fix the number of directors for the
ensuing year at ten (10).
(2) To approve the Amended Management Incentive Plan.
(3) To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent public accountants for the next fiscal year.
(4) To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only stockholders of record on March 10, 1995 will be entitled to vote at the
meeting or any adjournments thereof. The stock transfer books will not be
closed.
A copy of the 1994 Annual Report to Stockholders is enclosed.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to be present, the Board of Directors requests that you
promptly complete, sign, date and mail the enclosed proxy. If you attend the
meeting, you may vote either in person or by your proxy.
By Order of the Board of Directors
JOHNELLE D. HUNT
Secretary
Lowell, Arkansas
April 11, 1995
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND RETURN
YOUR PROXY WITHOUT DELAY.
<PAGE>
J. B. HUNT TRANSPORT SERVICES, INC.
615 J. B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of J. B. Hunt Transport Services, Inc. (the
"Company"). The Proxy Statement, Form of Proxy and 1994 Annual Report are being
mailed to the stockholders on or about April 11, 1995. Proxies will be voted at
the Annual Meeting of Stockholders of the Company ("Annual Meeting") to be held
May 11, 1995 at 10:00 a.m. at the Company's world headquarters, located at 615
J. B. Hunt Corporate Drive, Lowell, Arkansas; and at any and all adjournments
thereof. The meeting will be held for the purposes set forth in the notice of
such meeting on the cover page hereof. The telephone number of the Company is
(501) 820-0000. A proxy, when executed and not revoked, will be voted in
accordance with the authorization contained therein. Unless a stockholder
specifies otherwise on the Form of Proxy, all shares represented thereby will be
voted in favor of the proposals of the Board of Directors discussed herein.
REVOCATION OF PROXIES
A Form of Proxy for use at the Annual Meeting is enclosed together with a
return envelope. Any stockholder who executes and delivers his proxy has the
right to revoke it at any time before it is exercised. Revocation of a proxy
may be effected by filing a written statement with the Secretary of the Company
revoking the proxy, by executing and delivering to the Company a subsequent
proxy before the meeting, or by voting in person at the meeting.
OUTSTANDING STOCK AND VOTING RIGHTS
The outstanding shares of stock of the Company as of March 10, 1995 total
38,564,747, all Common Stock, $.01 par value. At the meeting, each stockholder
will be entitled to one vote, in person or by proxy, for each share of stock
owned of record at the close of business on March 10, 1995. The stock transfer
books of the Company will not be closed. With respect to the election of
directors, each stockholder of the Company, or his proxy if one is appointed,
has voting rights under the laws of the State of Arkansas. That is, each
stockholder, or his proxy, may vote his shares for one director, or may
distribute votes on the same principle among as many nominees as he may desire.
A stockholder may also withhold authority to vote for any nominee (or nominees)
by striking through the name (or names) of such nominees on the accompanying
Form of Proxy.
<PAGE>
METHOD OF VOTING
An affirmative vote of a majority of the votes present, in person or by proxy,
is required to pass each of the items listed on the proxy to be voted upon
except for the election of directors or the ratification of auditors. The
election of directors will be approved if each director nominee receives a
plurality of the votes cast. Ratification of auditors will also require a
plurality of the votes cast. All proxies submitted will be tabulated by First
Chicago Trust Company of New York.
With respect to the election of directors, a stockholder may withhold
authority to vote for all nominees by checking the box "withhold authority" on
the enclosed proxy or may withhold authority by crossing out the name of such
nominee or nominees as indicated on the enclosed proxy. The enclosed proxy also
provides a method for stockholders to abstain from voting on each other matter
presented. By abstaining, shares will not be voted either for or against the
subject proposals, but will be counted for quorum purposes. While there may be
instances in which a stockholder may wish to abstain from voting on any
particular matter, the Board of Directors encourages all stockholders to vote
their shares in their best judgment and to participate in the voting process to
the fullest extent possible.
An abstention or a broker non-vote, i.e., when a stockholder does not grant
his or her broker authority to vote his or her shares on non-routine matters,
will have no effect on any item to be voted on at this meeting.
On the date of mailing this Proxy Statement, the Board of Directors has no
knowledge of any other matter which will come before the Annual Meeting other
than matters described herein. However, if any such matter is properly
presented at the meeting, the proxy solicited hereby confers discretionary
authority to the proxies to vote in their sole discretion with respect to such
matters, as well as other matters incident to the conduct of the meeting.
REPORT OF ACTION TAKEN AT PRIOR ANNUAL MEETING
OF STOCKHOLDERS ON MAY 12, 1994
The 1994 Annual Meeting was held on May 12, 1994. At that meeting 88 percent
of eligible shares were voted. The ten nominees for the Board of Directors were
elected by a vote of 99.91 percent of the total shares voted.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Board of Directors has recommended to the stockholders that the number of
directors which shall be authorized to manage the affairs of the Company for the
ensuing year shall be ten (10). The Board of Directors has submitted the
following slate of directors for election at the annual meeting.
J. B. HUNT DIRECTOR 1961
Age 68; Chairman of the Board of Directors of the Company. Founder of the
J. B. Hunt Company in 1961, he has served as Chairman of the Board since 1982.
Mr. Hunt is a director of the American Trucking Association Foundation, and the
Texas Mexican Railway
2
<PAGE>
Company (a subsidiary of Transportacion Maritima Mexicana). He also serves on
the Advisory Board of the Transportation Center at Northwestern University and
is a member of the Arkansas Business Council.
JOHNELLE D. HUNT DIRECTOR 1993
Age 63; Secretary of the Company and J. B. Hunt Transport, Inc., and Assistant
Secretary of L. A., Inc., Hunt Mexicana S.A. de C.V., Great Western Trucking
Company, Inc. and Queen City Express, Inc., subsidiaries of the Company. She
served as Credit Manager from 1962 to 1987, was elected Secretary-Treasurer
in 1972 and served in that capacity until October 1988, at which time she was
elected Secretary.
J. BRYAN (BRYAN) HUNT, JR. DIRECTOR 1991
Age 36; Vice Chairman of the Board and Assistant Secretary, Assistant Secretary
and Chief Operating Officer of the van division of J. B. Hunt Transport, Inc.,
a subsidiary of the Company. Joining the Company through its Management
Training Program in 1983, he served as an outside marketing representative in
1984 and as the Director of Personnel from 1985 to 1987. He was appointed
Assistant to the Chairman of the Board in February 1988 and Assistant Secretary
in October 1988. He is the Chairman and Chief Executive Officer of One
National Bank.
J. KIRK THOMPSON DIRECTOR 1985
Age 41; President and Chief Executive Officer of the Company, and President and
Chief Executive Officer of J. B. Hunt Transport, Inc. and President of L.A.,
Inc., subsidiaries of the Company. Mr. Thompson, a certified public
accountant, joined the Company in 1973. Between 1978 and 1979 he was
associated with KPMG Peat Marwick. Returning to the Company in 1979, he served
as Vice President of Finance until 1984, Executive Vice President and Chief
Financial Officer until 1985, President and Chief Operating Officer from 1986
until 1987 when he was elected President and Chief Executive Officer.
JOHN A. COOPER, JR. DIRECTOR 1990
Age 56; Chairman of the Board of Cooper Communities, Inc. (a community
development company). He serves as a director on the Boards of Wal-Mart
Stores, Inc. and Entergy Corporation and is a member of the Arkansas Business
Council.
FRED K. DARRAGH, JR. DIRECTOR 1967
Age 78; Managing Partner of Darragh Investment Company and former Chairman of
the Board of the Darragh Company (a feed manufacturer with an integrated egg
operation and construction material division).
WAYNE GARRISON DIRECTOR 1981
Age 42; currently is a real estate developer and manages private interests in
thoroughbred horses and investments. Mr. Garrison joined the Company in 1976
as Plant Manager. He served the Company as Vice President of Finance in 1978,
Executive Vice President in 1979, President in 1982, Chief Executive Officer in
1987 and Vice Chairman of the Board from 1986 - 1991.
GENE GEORGE DIRECTOR 1961
Age 72; Chairman of the Board of George's Inc. (an integrated poultry company).
He is also a director of First National Bank of Springdale, Arkansas Protein,
and a member of the Board of Trustees for Springdale Memorial Hospital.
THOMAS L. HARDEMAN DIRECTOR OCTOBER 1994
Age 57; President of BTTB Investments, a private investment company. Retiring
from United Parcel Service after 35 years, he served as Corporate Vice
President from 1984 until his retirement in April, 1994. He is the former
Chairman of the Advisory Board for the Commercial Vehicle Safety Alliance,
former board member of the Professional Truck Driver Institute of America, and
served on the American Legislative Exchange Council and the State Government
Affairs Council.
3
<PAGE>
LLOYD E. PETERSON DIRECTOR 1990
Age 82; Chairman of Peterson Farms, Inc. (an integrated poultry company,
poultry breeder and cattle farm operation). He also serves as Chairman of the
Board for Decatur State Bank and Director Emeritus of Grand Federal Bank.
Under the terms of the Company's articles and Arkansas law, the Board of
Directors can fix or change the number of directors by up to 30% of the number
of directors last approved by the stockholders. On October 13, 1994, the Board,
pursuant to its articles and Arkansas law, expanded the number of directors to
eleven and filled the newly created board position with Mr. Thomas L. Hardeman.
In January of 1995, Mr. Grimsley announced his intention not to stand for
reelection to the Board of the Company. Mr. Grimsley's tenure on the Board
dates from 1970 and his loyal service is greatly appreciated.
Each of the foregoing nominees is currently serving as a director of the
Company. Except for Mr. Hardeman, each was elected at the last Annual Meeting.
Mr. Hardeman was elected by the Board subsequent to the Annual Meeting.
Johnelle D. Hunt is the wife of J. B. Hunt and J. Bryan Hunt, Jr. is the son of
J. B. and Johnelle Hunt. There are no other family relationships among the
foregoing nominees.
Under the bylaws of the Company, directors serve for a term to expire at the
next Annual Meeting and until their successors shall have been elected and
qualified.
These ten (10) persons will be placed in nomination for election to the Board
of Directors. The shares represented by the proxy cards returned will be voted
"FOR" the election of these nominees unless you specify otherwise.
BOARD COMMITTEES
The business of the Company is managed under the direction of the Board of
Directors, which meets on a regularly scheduled basis during its fiscal year to
review significant developments affecting the Company and to act on matters
which require Board approval. Special meetings are also held when Board action
is required on matters arising between regularly scheduled meetings. The Board
of Directors met six times during the 1994 fiscal year. During this period all
members of the Board participated in at least 75% of all meetings including the
Annual Meeting.
The Board of Directors has established Executive, Audit and Compensation
Committees to direct attention to specific subjects and to act on its behalf in
discharging its responsibilities.
EXECUTIVE COMMITTEE. The Executive Committee is comprised of Messrs. J. B.
Hunt, Garrison and Peterson. The Committee has broad power to act for and on
behalf of the Board of Directors between the regularly scheduled meetings of the
Board of Directors.
AUDIT COMMITTEE. The Audit Committee, which met once during the year, is
comprised of Messrs. George, Grimsley (Chairman) and Thompson. The Committee's
responsibilities are to oversee the Company's internal accounting controls,
select independent auditors, review the annual audit plan with the independent
auditors, review the annual report and results of the audit, review management's
engagement of the independent auditors, and optionally, to provide a letter
from the Chairman in the stockholder's annual report describing the Committee's
responsibilities and activities.
4
<PAGE>
COMPENSATION COMMITTEE. The Compensation Committee, which met three times
during the year, is comprised of Messrs. Cooper (Chairman), Darragh, Hardeman
and Peterson. The Committee's responsibilities are to oversee and recommend to
the Board of Directors all aspects of executive compensation and provide
performance based compensation criteria designed to satisfy the definition of
qualifying compensation for deductibility under Section 162(m) of the Internal
Revenue Code. A report follows, prepared by the Compensation Committee,
discussing the Company's policies towards executive compensation.
COMPENSATION OF DIRECTORS. For fiscal year 1994, outside directors of the
Company were paid $2,500 per meeting attended and reimbursed for their travel
expenses. Inside directors (who are also employees) were paid $2,500 for each
meeting attended and their compensation is reflected in Exhibit I following. In
addition to Board meetings, any director who attended a meeting of a committee
on which he served was paid $500 per meeting.
The Company does not have a standing nominating committee. The Board nominates
persons to stand for election as directors. The Board will consider suggestions
for names of possible future nominees made in writing by stockholders and sent
to the Secretary of the Company if they are received on or before December 31st
of any year. Stockholders may, however, nominate and vote for any legally
qualified person for election to the Board of Directors.
EXECUTIVE OFFICERS
The Company's executive officers are:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ---- --- -------------------------------
<S> <C> <C>
J. B. Hunt (1) 68 Chairman of the Board; Director
J. Bryan Hunt, Jr. (1) 36 Vice Chairman of the Board and
Assistant Secretary; Director
Johnelle D. Hunt (1) 63 Secretary; Director
Kirk Thompson (1) 41 President and Chief Executive
Officer; Director
Paul R. Bergant (2) 48 Executive Vice President,
Marketing
Stephen L. Palmer (3) 40 Executive Vice President, Human
Resources and Risk Management
Bob D. Ralston (4) 48 Executive Vice President,
Maintenance
Jerry W. Walton (5) 48 Executive Vice President,
Finance and Chief Financial Officer
</TABLE>
(1) See "Election of Directors" for information.
(2) Mr. Bergant joined the Company in 1978 as a staff ICC attorney. He was
promoted to Executive Vice President of Marketing in 1985. He also serves
as President of J. B. Hunt Corporation, a subsidiary of the Company.
(3) Mr. Palmer joined the Company in 1980 as Fuel Coordinator. Working in the
Human Resources Department since 1982, he has served the Company as
Executive Vice President of Human Resources and Risk Management since 1988.
(4) Mr. Ralston joined the Company in 1978 as Shop Foreman. He has served as
Executive Vice President of Maintenance since 1989.
(5) Mr. Walton joined the Company October 1, 1991 as Executive Vice President of
Finance and Chief Financial Officer. Prior to joining the Company, Mr.
Walton served as the managing partner for the Little Rock office of KPMG
Peat Marwick.
5
<PAGE>
VOTING SECURITIES AND SECURITY OWNERSHIP
OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The authorized Common Stock of the Company consists of 100,000,000 shares,
$.01 par value. As of the close of business on March 10, 1995 there were
38,564,747 shares outstanding held by 2,022 stockholders of record.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by each director of the
Company, by each person known to the Company to be, at February 28, 1995, the
beneficial owner of more than five percent of the Company's Common Stock, each
named executive officer (Exhibits I, II and III), and by all officers and
directors as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
----------------------
DIRECTORS AND OFFICERS SHARES PERCENT (11)
- ---------------------- ---------- ---------
<S> <C> <C>
J. B. Hunt (1) 15,066,099 39.07%
Kirk Thompson (2) 240,170 *
John A. Cooper, Jr. 1,500 *
Fred K. Darragh, Jr. (3) 266,496 *
Wayne Garrison (4) 1,763,000 4.57
Gene George (5) 1,169,514 3.03
Thomas L. Hardeman 0 *
J. Bryan Hunt, Jr. (6) 226,688 *
Johnelle D. Hunt 134,883 *
Lloyd E. Peterson 1,275,000 3.30
Paul R. Bergant (7) 235,493 *
Jerry W. Walton (8) 52,794 *
All executive officers and directors 20,485,513 53.12%
as a group (14 persons) (9)
</TABLE>
*Less than 1 percent
OTHER PRINCIPAL STOCKHOLDERS
- ----------------------------
INVESCO PLC (10) 3,376,800 8.75%
11 Devonshire Square, London, England
(1) Mr. Hunt's address is 615 J. B. Hunt Corporate Drive, Lowell, Arkansas
72745.
(2) Includes options to purchase 41,355 shares exercisable as of February 28,
1995.
(3) Shares owned by the Frederick K. Darragh, Jr. Revocable Trust, Frederick K.
Darragh, Jr., Trustee.
(4) Includes shares owned by immediate family.
(5) Includes 730,989 shares owned by a partnership of which Mr. George is a
general partner and 438,525 shares owned by Mr. George in a limited
partnership.
(6) Includes shares owned by immediate family and options to purchase 3,960
shares exercisable as of February 28, 1995.
(7) Includes options to purchase 35,025 shares exercisable as of February 28,
1995.
(8) Includes 6,680 shares held in trusts in which Mr. Walton is designated as
the trustee. 22,500 shares are subject to restriction on resale until
October 1996.
(9) Includes options to purchase 28,246 shares exercisable as of February 28,
1995.
6
<PAGE>
(10) Based on Schedule 13G filed by the indicated party. In said filing,
beneficial ownership of such shares was disclaimed by INVESCO PLC. The
amount and percentage of shares was reported by the company on February 10,
1995.
(11) The percentages are based upon 38,564,747 shares, which equal the
outstanding shares of the Company as of March 10, 1995.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
On June 24, 1992 the Securities and Exchange Commission ("SEC") published for
public comments proposed new rules for executive compensation disclosure. These
proposals are intended to provide stockholders a clear and concise presentation
of the compensation paid to executive officers and to make clear the directors'
reasoning in fundamental compensation decisions.
The following table shows all cash compensation paid or to be paid by the
Company or any of its subsidiaries, as well as certain other compensation paid
or accrued, during the fiscal years indicated, to the Chairman (as one of the
four highest paid executives other than the Chief Executive Officer), the Chief
Executive Officer, and the three highest paid officers of the Company for such
period in all capacities in which they served.
EXHIBIT I
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities
Annual Restricted Underlying All other
Name and Compen- Stock Options/ LTIP Compen-
Principal sation Award(s) SARs (#) Payouts sation
Position Year Salary($) Bonus($) ($) ($) (1) (2) ($) ($) (3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. B. Hunt 1994 $750,000 $ 20,625 N/A N/A N/A N/A $36,867
Chairman 1993 750,000 96,590 N/A N/A N/A N/A 34,812
1992 675,000 283,273 N/A N/A N/A N/A 28,951
Kirk Thompson 1994 400,000 11,000 N/A $144,500 33,000 $54,844 11,828
President and 1993 396,398 55,195 N/A 325,500 N/A 82,266 13,043
CEO 1992 387,207 165,226 N/A 522,875 N/A 137,110 12,511
Jerry Walton 1994 250,000 6,875 N/A 68,000 18,000 N/A 12,098
Executive VP 1993 250,000 35,000 N/A 202,500 N/A N/A 13,157
Finance and 1992 259,615 85,000 N/A 199,500 N/A N/A 75,928
CFO
Bryan Hunt 1994 227,690 6,187 N/A 105,450 16,000 12,500 11,828
Vice Chairman 1993 212,851 25,290 N/A 162,000 N/A 18,750 13,043
and Assistant 1992 194,952 72,704 N/A 199,500 N/A 31,250 12,511
Secretary
Paul Bergant 1994 220,000 6,050 N/A 163,200 16,000 20,625 11,828
Executive VP 1993 209,769 27,103 N/A N/A N/A 30,938 21,465
Marketing 1992 196,615 81,178 N/A 157,500 N/A 51,563 12,511
</TABLE>
7
<PAGE>
(1) The value of the restricted stock awards at the end of the last fiscal year
were $572,638, $642,788, $298,138 and $260,775 for Messrs. Thompson, Walton,
Hunt and Bergant respectively. Such value is determined by the closing
market price for the stock at the end of fiscal 1994. The number of
restricted stock awards held by Messrs. Thompson, Walton, Hunt and Bergant
at the end of the last fiscal year were 37,550, 42,150, 19,550, and 17,100
respectively. Shares vest over a four-year period in 10, 20, 30 and 40%
increments. Dividends are payable on all shares.
(2) There were no stock appreciation rights ("SARs") granted to the above named
executives by the Company.
(3) Includes contributions to Company retirement plans on behalf of the
executives in the amounts of $11,786 to Mr. Hunt, and $11,828 to Messrs.
Thompson, Walton, Bryan Hunt and Bergant.
Also included in other compensation:
The Company advances premiums on a life insurance policy on the joint lives
of Mr. and Mrs. J. B. Hunt. The Company has advanced $3,280,000 of premiums
on this policy. The premium advances, plus accrued interest at market rates
approximating $416,000 as of December 31, 1994, are a receivable to the
Company from a trust which is the owner and beneficiary of the policy.
During 1994, the Company paid premiums of $265,000 with respect to the life
insurance policy, of which Mr. and Mrs. J. B. Hunt's share, as reported by
the insurance carriers, consisted of $25,081.
EXHIBIT II
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Name and Shares Acquired Exercisable/ Exercisable/
Position on Exercise(#) Value Realized($) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. B. Hunt N/A N/A N/A N/A
Chairman N/A N/A
Kirk Thompson 27,555 $222,117 41,355 E $ 47,726 E
President and 39,000 U 0 U
CEO
Jerry Walton 0 0 0 0 E
Executive VP 18,000 U 0 U
Finance and CFO
Bryan Hunt 40,590 348,653 3,960 E 10,890 E
Vice Chairman 40,750 U 22,695 U
and Assistant
Secretary
Paul Bergant 15,000 255,000 75,525 E 464,343 E
Executive VP 16,600 U 0 U
Marketing
</TABLE>
The above Exhibit reflects options only. The Company has no SARs at the present
time.
8
<PAGE>
EXHIBIT III
OPTION GRANTS IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>
Number of
Securities Percent
Underlying of Total Option Potential Realizable Value (1)
Name and Options Options Price Expiration
Position Granted Granted ($/Sh) Date 5% 10%
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. B. Hunt N/A N/A N/A N/A N/A N/A
Chairman
Kirk Thompson 33,000 8.42% $17.00 7/13/05 $398,500 $1,039,598
President and
CEO
Jerry Walton 18,000 4.59 17.00 7/13/05 217,364 567,054
Executive VP
Finance and CFO
Bryan Hunt 16,000 4.08 18.50 9/06/05 210,260 548,523
Vice Chairman
and Assistant
Secretary
Paul Bergant 16,000 4.08 17.00 7/13/05 193,212 504,048
Executive VP
Marketing
</TABLE>
The above Exhibit reflects options only. The Company has no SARs at the present
time.
(1) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the SEC and are not an estimate or projection of future prices or
appreciation of the Company's Common Stock or the actual future value of
these options.
REPORT OF THE COMPENSATION COMMITTEE
AND THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors was comprised during
calendar year 1994 of Messrs. Cooper (Chairman), Darragh, and Peterson, all
outside directors of the Company. Members for the 1995 calendar year are
Messrs. Cooper, Darragh and Peterson. In 1994 the Compensation Committee and
the Board of Directors approved all executive officers' base compensation. The
Compensation Committee met three times in 1994.
In accordance with SEC rules designed to enhance disclosure of the
compensation, the following is a report submitted by the above-listed committee
members in their capacity as the Board's Compensation Committee addressing the
Company's compensation policy as it relates to the named officers for fiscal
1994 and performance based compensation for 1995.
COMPENSATION POLICY. The goal of the Company's executive compensation policy
is to ensure that an appropriate relationship exists between executive pay and
the creation of stockholder value, while at the same time motivating and
retaining key employees. To achieve this goal, the Company's executive
compensation policies integrate annual base compensation
9
<PAGE>
with bonuses based upon corporate performance and individual initiatives and
performance. Measurement of corporate performance is primarily based on Company
goals and industry performance levels. Accordingly, in years in which
performance goals and industry levels are achieved or exceeded, executive
compensation tends to be higher than in years in which performance is below
expectations. Annual cash compensation, together with the payment of equity-
based incentive, is designed to attract and retain qualified executives and
ensure that such executives have a continuing stake in the long-term success of
the Company. All executive officers and management, in general, are eligible for
and do participate in incentive compensation plans.
PERFORMANCE MEASURE. In evaluating annual executive compensation the
Committee examines earnings per share (EPS), return on assets and equity,
revenue growth and increased value to stockholders. These factors are compared
to corporate goals, prior performance and performance of the Company's peer
group. While the Company is predominantly a truckload carrier, the Company
believes performance should be compared with other major transportation
companies.
FISCAL 1994 COMPENSATION. For fiscal 1994, the Company's executive
compensation program consisted of (i) base salary, (ii) performance based cash
bonus, (iii) deferred performance based cash bonus, and (iv) Management
Incentive Plan benefits.
The peer group used for compensation decisions include some companies in the
peer group selected for the performance graph. However, most of the companies
used in the compensation process were top trucking and shipping companies and
other top competitive, high performing companies which are leaders in their
industries located in the Company's geographic area.
As a group, the Company's executives base and total compensation generally
falls within the range of the peer group.
BASE SALARY. Executive base salaries were reviewed to determine if such
salaries fall within the range of those persons holding comparably responsible
positions at other companies. In reviewing base salaries national surveys
prepared by third party consultants were utilized. The salary comparisons not
only include the Company's peer group, but also include companies of similar
size and complexity. Individual salaries are also based on other factors such
as the individual's past performance and potential within the Company and the
level and scope of responsibility.
PERFORMANCE CASH BONUS. Performance cash bonuses are awarded quarterly to
executives primarily based on increases in EPS. The amount of bonus paid is a
percentage of the executive's salary with a subjective discretionary component.
The bonus increases as a percentage of base salary as the percentage of EPS
increases over the prior year. The basics of the bonus plan have not changed
materially in several years. Cash bonuses paid in 1994 were discretionary
bonuses only.
PERFORMANCE BASED MANAGEMENT INCENTIVE PLAN. On March 17, 1989, the Board
adopted the J. B. Hunt Transport Services, Inc. Management Incentive Plan (the
"Plan"). The Plan consolidates all of the existing plans for payment of
incentive compensation. Under the Plan, the Committee, the Chairman of the
Board or the Chief Executive Officer of the Company, if so delegated, has
authority to grant benefits to participants. Participation in the Plan is
restricted to officers, directors, employees and consultants of the Company.
10
<PAGE>
Factors used in establishing the size of awards granted under the Plan were as
follows:
1. Level of responsibility of executive.
2. Level of existing stock ownership of executive.
3. Increased revenue and earnings of the Company.
4. Return on equity and assets of the Company.
5. Executive's long-term potential with the Company.
6. Debt/equity ratio of the Company.
These factors were used in subjectively determining the amount of the stock
awards. The Compensation Committee approved all executive stock awards for
1994.
The Plan allows the Compensation Committee, the Chairman of the Board, or the
Chief Executive Officer to make awards in the form of restricted stock, money
credits, share units, performance units, stock options or SARs to eligible Plan
participants. Any stock options or awards to be granted under the Plan are
restricted to shares previously authorized for that purpose, i.e., 3,000,000
shares of Company stock. Since the Plan incorporates the 1984 Stock Option
Plan, all options issued under the 1984 Plan are deducted from the 3,000,000
share limit to determine the number of options or awards that may be issued.
The Compensation Committee, or the Chairman of the Board or the Chief Executive
Officer, as the case may be, is authorized to determine the amount, terms and
conditions of any grant of incentive compensation under the Plan, subject to the
share limitations stated above.
Based on the above factors, the Company, approved by the Compensation
Committee, granted 27,800 shares of restricted stock in the amount of $481,150
and 83,000 stock options at exercise prices of $17-18.50 per share to the top
five executive officers in fiscal year 1994. The restricted shares vest over a
period of four years. The options vest over a period of ten years.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION. The Committee has tried to
set base salary and overall compensation for Messrs. Hunt and Thompson
competitively with companies of similar size and aligned with companies which
lead their respective industries. The goal is to reward these executives for
corporate performance in line with the interests of the stockholders.
Cash bonuses for Messrs. Hunt and Thompson are determined by the previously
mentioned formula relating bonuses to quarterly increases in EPS. Even though
earnings went up, comparative annual EPS targets were not met. Consequently,
total 1994 cash compensation of Messrs. Hunt and Thompson was down 9%. Bonus
payments to Messrs. Hunt and Thompson were reduced by 80% for each executive.
In accordance with the Committee's policy of aligning executive interest with
the interest of stockholders, Mr. Thompson was granted 8,500 shares of
restricted stock valued at $17.00 per share at the date of grant in fiscal year
1994. These shares vest over the next four years. Additionally, Mr. Thompson
was granted 33,000 options at $17.00 which vest over a ten year period.
Messrs. Hunt and Thompson's cash compensation are at the upper quartile of the
NASDAQ peer group and in the upper and middle quartile respectively of the other
peer groups.
Relating to long-term compensation, Mr. Hunt, the founder of the Company and
substantial stockholder, has never been granted any stock under the Management
Incentive Plan. Mr. Thompson's long-term incentive compensation is in the mid-
range of the comparable companies listed above.
Additionally, both Messrs. Hunt and Thompson participate in the Company's
401(k) and profit sharing plans.
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1995 PERFORMANCE BASED COMPENSATION. For fiscal year 1995, the Company's
previously established cash bonus program for the above named executives and
officers that is in direct correlation to an increase in Company EPS remains in
place at the date of this filing. Except for Mr. Hunt, the executives can earn
no more than 65% of their base compensation determined by the percentage
increase of 1995 over 1994 EPS. Mr. Hunt can earn a maximum of 265% of his base
compensation determined by the percentage increase of 1995 over 1994 EPS.
SUMMARY. The Committee has adopted the philosophy of the Company, i.e., that
linking executive compensation to corporate performance results in aligning
compensation with corporate goals and stockholder interests.
1994 COMPENSATION COMMITTEE
John A. Cooper, Jr., Chairman
Fred K. Darragh, Jr.
Lloyd E. Peterson
PERFORMANCE GRAPH
The following graph presents a five year comparison of cumulative total
returns for the Company, the S&P 500 composite index and the CRSP Index for
NASDAQ Trucking and Transportation Stocks (CRSP Transportation Index). The CRSP
Transportation Index was prepared by the Center for Research in Security Prices
and includes all NASDAQ traded trucking and transportation companies classified
under SIC codes 37, 42, 44, 45 and 47. A listing of the companies included in
the CRSP Transportation Index is available upon request from the Company. The
values on the graph show the relative performance of an investment of $100 made
on December 31, 1989 in Company Common Stock and in each of the indices.
'89 '90 '91 '92 '93 '94
J.B. Hunt 100 90 156 183 185 122
S&P 500 100 97 127 136 149 151
CRSP 100 78 113 138 168 152
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PLAN RECONSIDERATION
The Company considered proposing an Executive Performance Bonus Plan for
approval by the stockholders and mentioned such a proposal in the Annual Report
and 10-K filed with the SEC. Subsequently, the Company determined that
recommendation and implementation of this plan should be deferred for further
study. Consequently, the reference to the "Executive Performance Bonus Plan"
contained in Part III, Item 12 of the Company's Annual Report on Form 10-K has
been deleted from the version of these documents filed with the SEC and is not
included in this proxy.
PROPOSAL TWO
PROPOSAL TO APPROVE THE AMENDED MANAGEMENT INCENTIVE PLAN
The Company's Management Incentive Plan (the "Plan") was originally adopted
and approved by the Board of Directors on March 17, 1989. The Plan was adopted
for the purpose of providing key employees the opportunity to acquire a
proprietary interest in the Company through the purchase or awarding of shares
of Common Stock or the awarding of SARs, share units or money credits, thereby
more closely aligning management's interests with that of the Company's
stockholders.
The stockholders of the Company are requested to approve the amended Plan
which includes an increase in the number of shares reserved for issuance from
3,000,000 to 5,000,000. Each component of the Plan proposal has been approved
by the Board of Directors.
The Plan currently authorizes the granting of stock options, restricted stock,
SARs, share units or money credits to purchase or acquire up to 3,000,000 shares
of the Company's Common Stock. As of December 31, 1994, approximately 70,000
shares of Common Stock were available for issuance under the Plan. The Plan
proposal would increase the maximum amount of shares authorized for issuance
under the Plan to 5,000,000 subject to adjustment as provided in the Plan for
certain changes in the Company's capital structure.
In August 1993 Congress adopted the Omnibus Budget Reconciliation Act of 1993
("OBRA"), which provides that, among other things, publicly-held companies are
limited as to business expense deductions for certain covered executive officers
to the extent that such executive officers' compensation exceeds $1 million in
any one year. The proposed regulations interpreting OBRA provide that stock
options and SARs will be exempt under OBRA where such instruments are granted by
a committee comprised of two or more outside directors and the grants are made
pursuant to a plan which has been originally approved by the Company's Board of
Directors. While the Plan satisfies these requirements, an additional condition
to exemption requires that option plans set forth a maximum number of stock
options or SARs that may be awarded to executive officers in any one year.
Thus, in order to comply with OBRA and avoid the possible loss of future federal
income tax deductions attributable to stock options and SARs granted under the
Plan, the Board has approved an amendment of the Plan that would establish 2% of
the total shares authorized for issuance under the Plan, i.e., 2% of 5,000,000,
as the maximum number of shares that may be subject to stock options, restricted
stock, SARs, share units or money credits, or its dollar equivalent at the
share's fair market value at date of grant, to an executive officer during any
calendar year.
The Board also recommends that the Plan be amended to set forth the
performance based criteria which the Compensation Committee may impose to exempt
the grants of stock awards,
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share units and money credits including but not limited to the following:
revenue, EPS, return on assets, return on capital, return on investment, return
on sales, productivity, market share, cash flow, generation of free cash, Common
Stock price, operating expense ratios, quality, delivery performance or level of
improvement in any of the foregoing. The Committee would select one or more of
these criteria and establish the performance goals prior to or at the time that
the stock, share unit or money credit awards are made (or within a permissible
period thereafter) and the Committee would determine whether or not the goals
have been satisfied prior to distributions.
The Plan generally provides for the grant of stock options, restricted stock,
SARs, share units or money credits which may be granted either alone or
simultaneously in any combination.
An option entitles the holder, upon exercise of such option, to receive from
the Company shares of Common Stock. Such options do not meet the requirements
for special tax treatment under the Code (nonqualified options). The options
have an exercise price per share of not less than the fair market value of the
underlying shares on the date of grant and exercise period of not more than ten
years. Options may be exercised upon notice to the Company and payment of the
option exercise price and any payroll taxes due. Additionally, if approved by
the Compensation Committee, the exercise price for an option may also be
satisfied by delivery of already owned shares of Common Stock, valued at its
fair market value as of the time of exercise, or a combination of shares and
cash, equal in the aggregate to the option price.
An award of restricted stock is a grant of the Company's Common Stock subject
to restriction set forth by the Compensation Committee.
A SAR entitles the holder, upon exercise of such SAR, to receive from the
Company shares of Common Stock, cash or any combination of the two as specified
in the exercise request (but subject to approval of the Compensation Committee
with respect to any cash payment) having an aggregate value equal to the product
of (i) the excess of the fair market value on the date of exercise over the
exercise price per share specified in such SAR or its related option, multiplied
by (ii) the number of shares for which such SAR may be exercised.
A share unit entitles the holder, upon exercise, to receive from the Company
shares of Common Stock, cash or any combination of the two as determined by the
Compensation Committee. Each share unit is equivalent to one share of Company
Common Stock, without dividend or voting privileges.
A money credit entitles the holder, upon exercise, to receive from the Company
shares of Common Stock, cash or any combination of the two as determined by the
Compensation Committee. Each money credit is equivalent to one U. S. dollar.
Under currently applicable provisions of the Code, an optionee will not be
deemed to receive any income for federal income tax purposes upon the grant of
any option under the Plan, nor will the Company be entitled to a tax deduction
at that time. Upon the exercise of a nonqualified option, the optionee will be
deemed to have received compensation in an amount equal to the difference
between the market price and exercise price of the shares received on the
exercise date. The Company will be allowed an income tax deduction equal to the
excess of market value of the shares on the date of exercise over the cost of
such shares to the optionee.
Income tax consequences for restricted stock, SARs, share units and money
credits vary by award, but generally compensation equal to the fair market value
of the award will be recognized by the recipient at the time all rights and
title of the award transfers to the recipient. The Company will generally
receive a tax deduction at the same time and in the same amount as the award
recipient recognizes the compensation.
The Plan is scheduled to expire on March 1999.
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<PAGE>
As noted above, the Plan provides that "key employees" of the Company are
eligible to participate therein. The term "key employee" is defined to include
employees, officers, directors, consultants and independent contractors who
render services which tend to materially contribute to the success of the
Company. Currently, the Company believes approximately 120 persons are eligible
to participate in the Plan. No determination has been made with respect to the
future recipients of awards under the Plan and it is not possible to specify the
names or positions of persons to whom awards will be granted, or the number of
shares, within the limitations of the Plan, to be covered by such awards.
However, as required by SEC rules, the following table shows the number and
dollar value benefit of all options granted during fiscal 1994 to (i) the
Chairman of the Board, (ii) the Chief Executive Officer, (iii) each of the four
most highly compensated executive officers as a group, (iv) all current
executive officers as a group, (v) all non-executive directors as a group, and
(vi) all non-executive officers and employees as a group:
NEW PLAN BENEFITS
MANAGEMENT INCENTIVE PLAN
<TABLE>
<CAPTION>
NUMBER OF
NAME AND POSITION DOLLAR VALUE(1) OPTIONS(2)
- -----------------------------------------------------------------------
<S> <C> <C>
J. B. Hunt N/A N/A
Chairman
Kirk Thompson N/A 33,000
President and CEO
Bryan Hunt N/A 16,000
Vice Chairman and
Assistant Secretary
Jerry Walton N/A 18,000
Executive VP Finance
and CFO
Paul Bergant, Executive VP Marketing N/A 16,000
Executive Group N/A 105,000
Non-Executive Director Group N/A 0
Non-Executive Officer Employee Group N/A 286,750
</TABLE>
(1) Dollar value is not determinable based upon closing price of Company's
Common Stock at January 1, 1995. These options were granted at exercise
prices ranging from $17.00 - $23.00 per share which was the fair market
value of the underlying shares on the date of grant.
(2) Represents fiscal 1994 option grants.
On January 1, 1995 the closing price of the Company's Common Stock, as listed
on the NASDAQ Market, was $15.625 per share.
Approval of the Plan proposal will require the affirmative vote of the holders
of a majority of the shares of Common Stock, in person or by proxy, and entitled
to vote at the Annual Meeting.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
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PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP ("Peat Marwick") as
the principal independent public accountants for fiscal year 1995 and recommends
that the stockholders vote for ratification of such appointment. Peat Marwick
has been the principal accountant for the Company since 1982. Notwithstanding
the selection, the Board, in its discretion, may direct the appointment of a new
independent accounting firm at any time during the year if the Board feels that
such a change would be in the best interests of the Company and its
stockholders.
Representatives of Peat Marwick will be present at the stockholders' meeting
and will have an opportunity to make a statement to the stockholders, if
desired, and will be available to respond to appropriate questions from the
stockholders.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
SECTION 16 REQUIREMENTS
The Company's executive officers, directors and persons who own more than ten
(10) percent of the Company's Common Stock are required to file under the
Securities and Exchange Act of 1934 reports of ownership and changes of
ownership with the SEC.
Based solely on information provided to the Company by individual directors,
executive officers and persons who own more than ten (10) percent of the
Company's Common Stock, the Company is not aware of any late filings.
EXPENSES
The expense of soliciting proxies, including the cost of preparing, assembling
and mailing the material submitted herewith, will be paid by the Company. The
Company will also reimburse brokerage firms, banks, trustees, nominees and other
persons for the expense of forwarding proxy material to beneficial owners of
shares held by them of record. Solicitations of proxies may be made personally
or by telephone or telegraphic communications, by directors, officers and
regular employees, who will not receive any additional compensation in respect
of such solicitations.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1996 Annual Meeting
of stockholders must be received by the Secretary of the Company no later than
December 13, 1995 for inclusion in the 1996 Proxy Statement and Form of Proxy.
To be so included, a proposal must also comply with all applicable provisions of
Rule 14A under the Securities Exchange Act of 1934.
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<PAGE>
GENERAL
Proxies duly executed and returned by a stockholder, and not revoked prior to
or at the meeting, will be voted in accordance with the instructions thereon.
The management of the Company does not know of any business to be brought
before the meeting other than described in this Proxy Statement, but it is
intended that as to any such other business, a vote may be cast pursuant to the
proxy in accordance with the judgment of the persons acting thereunder.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE PROXY ENCLOSED
IN THE ENVELOPE PROVIDED. PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS
FOR THE MEETING, AND YOUR COOPERATION WILL BE APPRECIATED.
By Order of the Board of Directors
JOHNELLE D. HUNT
Secretary
17
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
AMENDED and RESTATED MANAGEMENT INCENTIVE PLAN
I. NAME; PURPOSE
1.1 NAME. This instrument shall be known as the J.B. Hunt Transport
Services, Inc. Amended and Restated Management Incentive Plan (the "Plan").
1.2 PURPOSE. The Plan is designed to benefit certain key employees of
J.B. Hunt Transport Services, Inc. and any entity in which J.B. Hunt Transport
Services, Inc. or any subsidiary owns, directly or indirectly, a majority of the
voting stock (collectively these entities shall be the "Company").
The overall objectives of the Plan are to increase the long-term financial
success of the Company, and increase the value of the Company to its
stockholders, by:
(a) attracting and retaining key personnel who are instrumental in the
continued success of the Company; and
(b) motivating key employees by providing them with the opportunity to
participate with the stockholders in the long-term growth and financial success
of the Company.
1.3 OVERVIEW OF THE PLAN BENEFITS. The benefits to be provided under this
Plan, although more specifically set out herein, are stock awards, share units,
money credits, stock options, stock appreciation rights, or any combination of
the foregoing (collectively the "Plan Benefits") subject to the terms and
conditions stated in this Plan.
II. CREATION OF COMMITTEE;
ADMINISTRATION OF THE PLAN;
PARTICIPANTS; ETC.
2.1 THE COMMITTEE. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of J.B. Hunt Transport
Services, Inc. (the "Board"), comprised solely of two or more outside directors,
unless another committee of the Board shall be designated. A director is an
outside director if the director: (A) is not a current employee of the publicly
held corporation; (B) Is not a former employee of the publicly held corporation
who receives compensation for prior services (other than benefits under a tax-
qualified retirement plan) during the taxable year; (C) Has not been an officer
of the Company; and (D) Does not receive remuneration, either directly or
indirectly, in any capacity other than as a director.
<PAGE>
2.2 GRANT AND TERMS OF PLAN BENEFITS; ADMINISTRATION OF THE PLAN. The
Committee, or the Chief Executive Officer of the company if delegated the
authority pursuant to this section, may grant Plan Benefits to Participants
(hereafter defined) on the terms and subject to the conditions stated in this
Plan.
The Committee shall, subject to the limitations of this Plan, have full
power and discretion to interpret and administer the Plan; to establish
selection guidelines; to select eligible persons for participation; and to
determine the form of grant, either in the form of stock awards, money credits,
share units, stock options or stock appreciation rights or combinations thereof,
the number of shares subject to the grant, the fair market value of the Common
Stock when necessary, the restriction and forfeiture provisions relating to
restricted stock, the time and conditions of vesting or exercise, the
conditions, if any, under which time of vesting or exercise may be accelerated,
the conditions, form, time, manner and terms of payment of any award, and all
other terms and conditions of the grant provided that all stock options shall be
granted in compliance with and subject to the terms of Section 6 of this Plan.
The Committee may establish rules, regulations and guidelines for the
administration of the Plan, and impose, incidental to a grant of Plan Benefits,
conditions with respect to employment or other activities not inconsistent with
or conflicting with the Plan.
The Board may, in its discretion, delegate to the Chief Executive Officer
of the Company the power and authority with respect to the selection of, and
grants of Plan Benefits to, Participants subject to the rules, regulations and
guidelines of general application prescribed by the Committee. Any reference in
this Plan to the Committee shall be deemed to include the Chief Executive
Officer if such person has been delegated the power and authority pursuant to
the preceding sentence. However, the Chief Executive Officer may not participate
in the selection of, and grants of stock options or stock appreciation rights
(or other awards under this Plan if performance based and the Committee desires
such awards to qualify for the compensation deduction exemption set forth in
section 162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)")) to a "Covered Employee" as defined by Section 162(m). "Covered
Employee" shall mean any employee of the Company if: (A) as of the close of the
taxable year, such employee is the chief executive officer of the taxpayer or an
individual acting in such a capacity, or (B) the total compensation of such
employee for the taxable year is required to be reported to shareholders under
the Securities Exchange Act of 1934 by reason of such employee being among the
four (4) highest compensated officers for the taxable year (other than the chief
executive officer).
The interpretation by the Committee of the terms and provisions of the Plan
and the administration thereof, and all action taken by the Committee, shall be
final, binding and conclusive on the Company, its stockholders, all Participants
and employees of the Company, and upon their respective beneficiaries,
successors and assigns, and upon all other persons claiming under or through any
of them. By accepting Plan Benefits each Participant, and each person claiming
under or through him, shall be conclusively deemed to have indicated his
acceptance and ratification of, and consent to, all provisions of the Plan and
any action or decision under the Plan by the Company, the Board or the
Committee.
2
<PAGE>
2.3 PLAN PARTICIPANTS. Unless denied the right to participate by specific
sections hereof, the following persons shall be eligible to be participants in
the Plan and, subject to the discretion of the Committee, received Plan
Benefits:
(a) employees of the Company;
(b) officers of the Company;
(c) directors of the Company; and
(d) consultants.
The foregoing class of persons shall be referred to herein as
"Participants."
2.4 LIMITATION ON SHARES TO BE ISSUED; REVERSION OF UNEXERCISED SHARES.
The maximum number of shares of common stock of the company, $0.01 par value
(the "Common Stock"), to be issued pursuant to all grants made under the Plan
shall be 5,000,000 shares, including shares already issued or to be issued
pursuant to any previously exercised and outstanding options awarded under the
J.B. Hunt Transport Services, Inc. Stock Option Plan of 1984 ("1984 Option
Plan") or the J.B. Hunt Transport Services, Inc. Management Incentive Plan (the
"Original MIP"). Shares awarded pursuant to grants made under either the 1984
Option Plan, the Original MIP or this Plan, which are not exercised for any
reason (whether by reason of expiration, surrender, cancellation, termination or
forfeiture) shall again be available for future grants.
2.5 SHARES OF COMMON STOCK. Shares of Common Stock to be issued may be
authorized and unissued shares of Common Stock, treasury stock or a combination
thereof. It is contemplated that the Company, although under no legal
obligation to do so, may from time to time purchase shares of Common Stock for
the purpose of paying all or any portion of any award payable in or measured by
the values of shares of Common Stock, or for the purpose of replacing shares
issued or transferred in payment of all or part of an award. All shares so
purchased shall, unless and until transferred in payment of an award, be at all
times the property of the Company available for any corporate purposes, and no
Participant or employee or beneficiary, individually or as a group, shall have
any right, title or interest in any shares of Common Stock so purchased.
2.6 ADJUSTMENT PROVISIONS. In the event that any recapitalization, or
reclassification, split-up or consolidation of shares of Common Stock shall be
effective, or the outstanding shares of Common Stock are, in connection with a
merger or consolidation of the Company or a sale by the Company of all or a part
of its assets, exchanged for a different number or class of shares of stock or
other securities of the Company, or for shares of the stock or other securities
of any other corporation, or new, different or additional shares or other
securities of the Company or of another corporation are received by the holders
of Common Stock or any distribution is made to the holders of Common Stock other
than a cash dividend, (a) the maximum number of class of shares or other
securities that may be issued or transferred under the Plan, and (b) the number
of share units or the number and class of shares or other securities which are
the subject of any grant, shall in each case
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<PAGE>
be equitably adjusted. If an equitable adjustment cannot be made or the Board
determines that further adjustment is appropriate to accomplish fairly the
purposes of the Plan, the Board shall make such equitable adjustment under the
Plan as it determines will fairly preserve the Plan Benefits to the Participants
and the Company.
2.7 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective
immediately upon its approval by the stockholders. Awards may be made and
shares may be issued pursuant to the Plan on or after its effective date
pursuant to, and in accordance with, agreements for the issuance thereof entered
into prior to the effective date. The Plan shall terminate ten years after it
becomes effective unless terminated prior thereto by action of the Board. No
further grants shall be made under the Plan after its termination, but
termination shall not affect the rights of any Participant under any grants made
prior to termination.
2.8 LIMITATION OF PLAN BENEFITS. Plan Benefits granted to any Participant
in any one year shall be limited to two percent (2%) of the total shares
authorized for issuance under the Plan (i.e., 2% of 5,000,000).
2.9 PERFORMANCE BASED CRITERIA. If the Committee determines that grants
of stock awards, share units and money credits should be made to Participants in
order to qualify for the compensation deduction exemption established by Section
162(m), the award shall be governed by this Section 2.9 of the Plan in addition
to other applicable sections of the Plan. The Committee shall base such
compensation solely on account of the attainment of one or more preestablished,
objective performance goals. The performance goal must be established in writing
by the Committee prior to the commencement of the services to which the
performance goal relates, but no later than ninety (90) days after the
commencement of the service period to which it relates, and while the outcome is
substantially uncertain (i.e., before 25 % of the performance period has
elapsed). Performance goals may be based on one or more criteria: revenue, EPS,
return on assets, return on capital, return on investment, return on sales,
productivity, market share, cash flow, generation of free cash, Common Stock
price, operating expense ratios, quality, delivery performance or level of
improvement in any of the foregoing.
The written performance goal for a Covered Employee must be based on an
objective formula or standard for performance-based compensation, such that a
third party having knowledge of the relevant performance results could calculate
the amount to be paid to the employee and must specify the individual employees
or class of employees to which it applies. Once established, the Committee
shall not be entitled any discretion to increase the amount of grants under the
Plan that would otherwise be due upon attainment of the performance goal. The
Committee shall obtain stockholder approval of the performance goal prior to the
payment of the compensation.
The Committee must certify in writing, prior to the grant of restricted
stock, stock awards, share units and money credits that all of the performance
goals and other material terms of the arrangement for payment of the grants has
been met. This section of the Plan
4
<PAGE>
shall not apply to an award to a Participant unless the Committee has determined
that such award should qualify for the compensation deduction exemption of
Section 162(m).
III. STOCK AWARDS
3.1 FORM OF AWARD. Stock awards, whether performance awards or fixed
awards, may be made to selected Participants in the form of shares of Common
Stock, but which may be forfeitable and/or with restrictions or transfer in any
form as hereinafter provided.
3.2 PERFORMANCE AWARDS. Awards may be made in terms of a stated potential
maximum number of shares, with the actual number earned to be determined by
reference to the level of achievement of corporate, group, division, individual
or other specific objectives over a period or periods of not less than one or
more than ten years. No interests of any kind shall be vested in an individual
receiving a performance award until the conclusion of the period or periods and
the determination of the level of achievement specified in the award, and the
time of vesting thereafter shall be specified in the award.
3.3 FIXED AWARDS. Awards may be made to Participants which are not
contingent on the performance of objectives but which are contingent on the
Participant's continuing in the employ of the Company, rendering consulting
services or refraining from competitive activities for a period to be specified
in the award, which period shall not be less than one year.
3.4 RIGHTS WITH RESPECT TO RESTRICTED SHARES. Awards may be made in the
form of shares which are subject to restrictions or transfer, as determined by
the Committee. Unless otherwise provided by the Committee, the Participant who
receives shares of restricted Common Stock shall have the right to vote the
shares and to receive dividends thereon from the date of issuance, unless and
until forfeited.
3.5 TERMS AND CONDITIONS. Awards shall contain such terms and conditions
as the Committee shall specify, including without limitation, restrictions on
the sale or other disposition of the shares, or the forfeiture of the awards
upon termination of employment prior to the expiration of a designated period of
time or the occurrence of other events. In addition, shares of restricted
Common Stock issued pursuant to an award shall be released from the restrictions
at the times determined by the Committee. The award shall be paid to the
Participant either in shares of Common Stock having a fair market value equal to
the maturity value of the award, or in cash equal to the maturity value of the
award, or in such combination thereof as the Committee shall determine.
5
<PAGE>
IV. SHARE UNITS
4.1 CREDITS. The Committee may in its discretion provide that a
Participant shall receive a credit of share units, each of which is equivalent
to a share of Common Stock except for the power to vote and the entitlement to
current dividends.
4.2 RIGHTS WITH RESPECT TO SHARE UNITS. If share units are credited to a
Participant, amounts equal to dividends otherwise payable on a like number of
shares of Common Stock after the crediting of the units may, in the discretion
of the Committee, be paid to the Participant as and when paid, or converted into
additional share units which shall be credited to the Participant and held until
later forfeited or paid out. Share units may be paid to the Participant in the
form of cash or shares of Common Stock according to such requirements and
guidelines as the Committee shall deem appropriate.
V. MONEY CREDITS
5.1 CREDITS. The Committee may in its discretion provide that a
Participant shall receive a credit of money credits, which shall be in units of
a dollar or a fraction thereof.
5.2 RIGHTS WITH RESPECT TO MONEY CREDITS. If a Participant is credited
with money credits, a money account shall be established for the Participant
which shall be credited with interest equivalents on amounts previously credited
to the account, or an amount equal thereto paid to the Participant, on a
calendar quarter basis compounded and at such rate as the Committee determines
to be appropriate from time to time. Money credits may be paid to the
Participant in the form of cash or shares of the Company's Common Stock
according to such requirements and guidelines as the Committee shall deem
appropriate.
VI. STOCK OPTIONS
6.1 STOCK OPTION PLAN. By action of the Board in 1984, and after approval
by the Stockholders, the Company adopted the 1984 Option Plan. The 1984 Option
Plan was modified in March of 1989 to increase the authorized shares to
2,000,000 and the Old MIP is amended by this Plan to increase the authorized
shares to the level set out in Section 2.4 of this Plan. This section 6 sets
out the 1984 Option Plan, as modified, and it shall become a portion of the
Plan.
6.2 OPTIONS ISSUED UNDER 1984 OPTION PLAN. All stock options issued
pursuant to the 1984 Option Plan shall be governed by the terms and conditions
set forth in the 1984 Option Agreement.
6
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6.3 STOCK SUBJECT TO THE PLAN.
(a) Options may, from time to time on and after the effective date of this
Plan, be granted to key employees of the Company or its affiliates to
purchase not more than the aggregate number of shares of stock
(subject to adjustment in accordance with paragraph 6.3(b) reserved in
accordance with Section 2.4 of the Plan). As the Committee may
determine from time to time, the shares may consist either in whole or
in part of shares of authorized but unissued Common Stock, or shares
of authorized and issued Common Stock reacquired by the Company. If
an option is surrendered or for any other reason ceases to be
exercisable in whole or in part, the shares which were subject to such
option but as to which the option has not been exercised shall
continue to be available under the Option Plan.
(b) If there shall be any change in the stock subject to the Plan or the
stock subject to any option granted hereunder, through merger,
consolidation, reorganization, recapitalization, reincorporation,
stock split, stock dividend (in excess of 2%), or other change in the
corporate structure of the Company, appropriate adjustment shall be
made by the Committee to the aggregate number of shares subject to the
Plan and the number of shares and price per share subject to
outstanding options in order to preserve, but not to increase, the
benefits of the optionee; provided, however, that subject to any
required action by the stockholders, if the Company shall not be the
surviving corporation in any merger, consolidation, or reorganization,
every option outstanding hereunder shall terminate, unless the
surviving corporation shall (subject to any applicable provisions of
the Internal Revenue Code) assume (with appropriate changes) the
outstanding options or replace them with new options of comparable
value (in accordance with Section 425(a) of the Internal Revenue
Code). Notwithstanding the preceding provisions, if such surviving
corporation does not so assume or replace the outstanding options
hereunder, each optionee shall have the right immediately prior to
such merger, consolidation, or reorganization to exercise all his
outstanding option(s), whether or not the options have matured.
6.4 ELIGIBILITY. Persons who shall be eligible to have granted to them
the options provided for by this Option Plan shall be those persons set out in
Section 2.3 of the Plan, as the Committee in its sole discretion shall
determine.
6.5 ADMINISTRATION OF THE PLAN. The Option Plan shall be administered as
set forth in Section 2 of the Plan.
7
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6.6(a) PURCHASE PRICE; TERMS; EXERCISE OF OPTIONS.
(1) Calculation of Purchase Price. The purchase price of the Common Stock
-----------------------------
under each stock option shall be 100% of the fair market value of the
Common Stock on the date of grant (the "Purchase Price"). The fair
market value of the Common Stock on any day shall be (i) if the
principal market for the Common Stock is a national securities
exchange or the National Market System of the National Association of
Securities Dealers Automated Quotations, the highest closing price of
the Common Stock on such exchange or system on the day the option is
granted or if no sale of the Company's Common Stock shall have been
made on any stock exchange on that day, on the next preceding day on
which there was a sale of such stock, or, (ii) if the principal market
for the Common Stock is not one of the markets noted in 6.6(a)(1)(i)
and the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations System, the mean between the
closing bid and the closing asked prices for the Common Stock on such
day on such System, or (iii) if the principal market for the Common
Stock is not a national securities exchange and the Common Stock is
not quoted on the National Association of Securities Dealers Automated
Quotations System, the mean between the highest bid and lowest asked
price for the Common Stock on such day as reported by the National
Quotation Bureau, Inc.; provided that if clauses (i), (ii) and (iii)
of this Paragraph are all inapplicable, or if no trades have been made
or no quotes are available for such day, the fair market value of the
Common Stock shall be determined by the Committee by any method
consistent with applicable regulations adopted by the Commissioner of
Internal Revenue relating to the stock options. The Purchase Price
shall be subject to adjustment as provided in paragraph 2(b) hereof.
(2) Payment of Purchase Price. The Purchase Price shall become due
-------------------------
immediately upon exercise of the option and shall be payable in full
in cash or cash equivalents; provided, however, that the Committee
shall have the authority, exercisable at its discretion either at the
time the option is granted or at the time it is exercised, to make the
option payable in one of the alternative forms specified below:
(i) full payment in shares of Company Common Stock having a
fair market value on the Exercise Date (as such term is defined
below) equal to the Purchase Price; or
(ii) a combination of shares of Company Common Stock valued
at fair market value on the Exercise Date and cash or cash
equivalents, equal in the aggregate to the Purchase Price.
8
<PAGE>
For purposes of this paragraph 6.6(a)(2), the Exercise Date shall
be the date on which the Company receives written notice of the
exercise of the option, together with payment of the Purchase
Price in the form authorized by the Committee.
(b) Terms and Conditions of Options. Each option granted pursuant to this
-------------------------------
Option Plan shall be evidenced by a written Stock Option Agreement
(the "Agreement") executed by the Company and the person to whom such
option is granted (the "Optionee"). The term of each option shall be
for such a period of time, not more than eleven years from the date it
is granted, as the Committee may determine. All options granted under
this Option Plan shall expire on the earlier of (i) the term set by
the Committee or (ii) 90 days after the Optionee's death, disability
or retirement, or (iii) termination (for any reason) of the Optionee's
employment with the Company. During the lifetime of the Optionee, the
option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or the laws of descent
and distribution. In addition, the Agreement may contain such other
terms, provisions and conditions as may be determined by the Committee
(and not inconsistent with this Option Plan) including, without
limitation, provisions relating to the effect upon exercisability of
the death or termination of employment of the Optionee, the extension
of credit to optionees by the Company or the guarantee by the Company
of loans to optionees from third parties to finance the exercise of
options granted hereunder, and relating to the exercise of stock
appreciation rights with respect to options granted hereunder.
(c) Exercise of Option. The option shall be exercisable at any time and
------------------
from time to time pursuant to the exercise schedule and in accordance
with the terms of the Agreement as follows:
(1) Exercise Schedule. The option shall be exercisable in ten equal
-----------------
annual installments of 10% each of the total number of shares for
which this option is granted beginning on June 1 of each year,
and each June 1 of succeeding years thereafter.
(2) Method of Exercise. The option shall be exercisable by a written
------------------
notice delivered by the Optionee (or other person exercising the
option) to the Committee. The notice shall be addressed to the
Committee c/o Mr. Kirk Thompson, J.B. Hunt Transport, Inc., P.O.
Box 130, Lowell, Arkansas 72745. The notice shall:
(i) state the election to exercise the option, the number of
shares in respect of which it is being exercised, the person in
whose name the stock certificate or certificates for such shares
of Common Stock is to be registered, his address and Social
Security Number (or if
9
<PAGE>
more than one, the names, addresses and Social Security Numbers
of such persons);
(ii) contain such representations and agreements as to the
investment intent of the person exercising the option with
respect to such shares of Common Stock as may be satisfactory to
the Company's counsel;
(iii) be signed by the person or persons entitled to
exercise the option and, if the option is being exercised by any
person or persons other than the Optionee, be accompanied by
proof, satisfactory to counsel for the Company, of the right of
such person or persons to exercise the Option; and
(iv) be accompanied by payment to the Company of the full
Purchase Price of the shares with respect to which the option is
exercised. The Purchase Price shall be paid in cash or cash
equivalents, unless the Committee notifies the person of a
different manner of payment pursuant to Section 6.6(a)(2) of this
Option Plan.
(3) Conditions to be Satisfied Prior to Issuance of Common Stock. The
------------------------------------------------------------
Company shall not be required to issue or deliver any certificates for
shares of common Stock purchased upon the exercise of an option (i)
prior to the completion of any registration or other qualification of
such shares under any state or federal laws or rulings or regulations
of any government regulatory body, which the Company shall determine
to be necessary or advisable or, (ii) prior to receiving an opinion of
counsel, satisfactory to the Company, that the sale or issuance of
such shares is exempt from these registration or qualification
requirements.
(4) Restrictions on Exercise. As a condition to his exercise of this
------------------------
option, the Company may require the person exercising the option to
make any representation and warranty to the Company as may be required
by any applicable law or regulation.
6.7 STOCK APPRECIATION RIGHTS. The Committee may, under such terms and
conditions as it deems appropriate, authorize the surrender by an Optionee of
all or part of an unexercised option and authorize a payment in consideration
therefor of an amount equal to the difference obtained by subtracting the
Purchase Price of the sales when subject to exercise under such option from the
fair market value of the stock represented by such shares on the date of
surrender, provided that the Committee determines that such settlement is
consistent with the purpose of the Plan. Such payment may be made in shares or
Common Stock valued at their fair market value on the date of surrender of such
option or in cash or
10
<PAGE>
partly in shares and partly in cash. Acceptance of such a surrender and the
manner of payment to the Participant shall be in the discretion of Committee.
6.8 LOANS OR GUARANTEE OF LOANS. The Committee may authorize the
extension of a loan to an Optionee by the Company (or the guarantee by the
Company of a loan obtained by an Optionee from a third party) in order to assist
an Optionee to exercise an option granted under the Option Plan. The terms of
any loans or guarantees, including the interest rate and terms of repayment,
will be subject to the discretion of the Committee. Loans and guarantees may be
granted without security, the maximum credit available being the exercise price
of the option sought to be executed plus any federal and state income tax
liability incurred upon exercise of the option.
6.9 TERMINATION AND NEW GRANT OF OPTIONS. The Board shall have the
authority to effect, at any time and from to time, with the consent of the
affected Optionees, the termination of any or all outstanding options under the
Option Plan and to grant in substitution therefor new options under the Option
Plan covering the same or different numbers of shares of Common Stock but having
a Purchase Price per share not less than fair market value on the new grant
date.
6.10 USE OF PROCEEDS. Proceeds realized from the sale of Common Stock
pursuant to options granted under the Option Plan shall constitute general funds
of the Company.
6.11 AMENDMENT, SUSPENSION, OR TERMINATION OF THE OPTION PLAN.
(a) The Board may at any time suspend or terminate the Option Plan, and
may amend it from to time in such respects as the Board may deem
advisable; provided, however, except as provided in paragraph 6.3(b)
hereof, the Board shall not amend the Option Plan in the following
respects without the consent of shareholders then sufficient to
approve the Plan in the first instance:
(i) To increase the maximum number of shares subject to the
Option Plan; or
(ii) To change the designation or class of persons eligible to
receive options under the Option Plan.
(b) Unless the Option Plan theretofore shall have been terminated, the
Option Plan shall terminate ten years after the effective date as set
forth in Section 2.7 of the Plan. No option may be granted when the
Option Plan has been suspended, or after the termination of the Option
Plan, and no amendment, suspension or termination of the Option Plan
shall, without the Optionee's consent, alter or impair any rights or
obligations under any option theretofore granted to him under the
Option Plan.
11
<PAGE>
VII. STOCK APPRECIATION RIGHTS
7.1 GRANTS. Rights may be granted to selected Participants entitling the
grantee to receive cash or shares of Common Stock having a fair market value
equal to the appreciation in market value of a stated number of shares of Common
Stock from the date of grant, or in the case of rights granted in tandem with or
by reference to a stock option granted simultaneously with or prior to the grant
of such rights, from the date of grant of the related stock option to the date
of exercise.
VIII. INDEMNIFICATION OF COMMITTEE
8.1 In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee shall
be indemnified by the Company against the reasonable expenses including
attorney's fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof provided
such settlement is approved by independent legal counsel selected by the Company
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties.
IX. AMENDMENTS
9.1 AMENDMENTS. The Plan may be amended or terminated by the board at any
time and in any respect, except that no amendment may be made without the
approval of the stockholders of the Company if such amendment would--
(a) increase the maximum number of shares of Common Stock available for
issuance under the Plan;
(b) modify the class of eligible employees who are Participants in the
Plan; or
(c) materially increase Plan Benefits accruing to Participants under the
Plan.
Similarly, subject to obtaining the consent of the Participant where required by
contract law, the Committee may alter, amend or modify any award or grant made
pursuant to this Plan in any respect not in conflict with the provisions of the
Plan, if the Committee deems such alteration, amendment or modification to be in
the best interests of the Participant or the Company by reason of changes or
interpretation in tax, securities or other applicable laws.
12
<PAGE>
_______________________________________________________________________________
J. B. HUNT TRANSPORT SERVICES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR
P ANNUAL MEETING OF STOCKHOLDERS, MAY 11, 1995
R The undersigned hereby constitute(s) and appoint(s) J. B. HUNT and KIRK
THOMPSON as Proxies, each with the power to appoint his substitute, and
O hereby authorizes the Proxies, or either of them, to represent and vote as
designated on this proxy card all of the shares of common stock of J. B.
X HUNT TRANSPORT SERVICES, INC. held of record by the undersigned on March
10, 1995, at the Annual Meeting of Stockholders to be held on May 11,
Y 1995, and any adjournment thereof.
ELECTION OF DIRECTORS, NOMINEES:
J. B. Hunt, Johnelle D. Hunt, J. Bryan (Bryan) Hunt, Jr.,
Kirk Thompson, John A. Cooper, Jr., Fred K. Darragh, Jr.,
Wayne Garrison, Gene George, Thomas L. Hardeman,
Lloyd E. Peterson
COMMENT/CHANGE OF ADDRESS:
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(If you have written in the above space, please mark the corresponding
box on the reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
_____________
SEE REVERSE
SIDE
_____________
________________________________________________________________________________
________________________________________________________________________________
[X] Please mark your votes as in this example.
2600
----
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3
________________________________________________________________________________
1. Election of Directors (see reverse)
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
________________________________________________________________________________
2. To approve the amended Management Incentive Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. To ratify the appointment of KPMG Peat Marwick as the principal
independent public accountants for fiscal year 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. To consider and act upon such other business as may properly come before
the meeting or any adjournments thereof.
[_] Change of Address/Comments on Reverse Side
SIGNATURE(S) ______________________________________________ DATE _____________
NOTE: Please mark, sign, date and promptly return this proxy card in the
enclosed envelope. Please sign exactly as your name(s) appear(s) above.
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.
The signer hereby revokes all proxies heretofore given by the signer to
vote at said meeting or any adjournments thereof.
________________________________________________________________________________
