<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 (permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INTERMET CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(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:
-----------------------------------------------------------------------
<PAGE>
[LOGO OF INTERMET CORPORATION APPEARS HERE]
INTERMET CORPORATION
SUITE 200
5445 CORPORATE DRIVE
TROY, MICHIGAN 48098
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 11, 1996
The annual meeting of shareholders of Intermet Corporation (the "Company")
will be held on Thursday, April 11, 1996, at 9:00 a.m. at Cobb Galleria
Centre, Two Galleria Parkway, Atlanta, Georgia, for the purpose of considering
and voting upon the following matters, all of which are described in the
attached Proxy Statement:
1. The election of twelve directors to constitute the Board of Directors
and to serve until the next Annual Meeting and until their successors
are elected and qualified.
2. The approval of the appointment of Ernst & Young LLP as the independent
auditors of the Company for 1996.
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on February 26, 1996,
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. Please sign, date and return the Proxy promptly in the enclosed
business reply envelope. If you attend the meeting, you may, if you wish,
withdraw your Proxy and vote in person.
Also enclosed is the Company's 1995 Annual Report to Shareholders, which
contains financial data and other information concerning the Company.
By Order of the Board of Directors,
James W. Rydel
Vice President -- Administration
and Secretary
March 1, 1996
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY
BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE>
INTERMET CORPORATION
SUITE 200
5445 CORPORATE DRIVE
TROY, MICHIGAN 48098
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Intermet Corporation (the "Company") for
use at the annual meeting of shareholders of the Company (the "Annual
Meeting") to be held on April 11, 1996, and any adjournment thereof, for the
purposes set forth in the accompanying notice of the meeting.
The expense of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation materials may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to beneficial owners of
shares of the Company's Common Stock, and normal handling charges may be paid
for the forwarding service. In addition to solicitations by mail, directors
and regular employees of the Company may solicit Proxies in person, or by
telephone or telegraph. It is anticipated that this Proxy Statement and the
accompanying Proxy will first be mailed to shareholders on or about March 1,
1996.
Any Proxy given pursuant to this solicitation may be revoked without
compliance with any other formalities by any shareholder who attends the
meeting and gives oral notice of his or her election to vote in person. In
addition, any Proxy given pursuant to this solicitation may be revoked prior
to the meeting by delivering to the Secretary of the Company a notice of
revocation or a duly executed Proxy for the same shares bearing a later date.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1995, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY
RECORD OR BENEFICIAL OWNER OF ITS COMMON STOCK AS OF FEBRUARY 26, 1996 WHO
REQUESTS A COPY. ANY REQUEST FOR THE ANNUAL REPORT ON FORM 10-K SHOULD BE IN
WRITING ADDRESSED TO:
JAMES W. RYDEL, SECRETARY
INTERMET CORPORATION
SUITE 200, 5445 CORPORATE DRIVE
TROY, MICHIGAN 48098
IF THE PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON
FEBRUARY 26, 1996, THE REQUEST MUST INCLUDE A REPRESENTATION THAT THE PERSON
WAS A BENEFICIAL OWNER OF COMMON STOCK ON THAT DATE. COPIES OF ANY EXHIBITS
TO THE ANNUAL REPORT ON FORM 10-K WILL ALSO BE FURNISHED TO SHAREHOLDERS ON
REQUEST AND UPON THE PAYMENT OF THE COMPANY'S EXPENSE IN FURNISHING THE
EXHIBITS.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record of shareholders entitled to vote at the Annual Meeting was taken
as of the close of business on February 26, 1996. On that date the Company had
outstanding and entitled to vote 25,050,374 shares of Common Stock, par value
$0.10 per share, with each share entitled to one vote. All references in this
Proxy Statement to percentages of shares beneficially owned are based on
25,686,765 shares of Common Stock deemed outstanding (which includes options
exercisable at January 1, 1996 to purchase 323,000 shares of Common Stock held
by current directors and executive officers).
<PAGE>
The following table sets forth certain information concerning the only
"persons" (as that term is defined by the Securities and Exchange Commission
("SEC")) who are known to the Company to be the beneficial owners of more than
five percent (5%) of the Company's Common Stock, which is its only class of
voting securities, as of January 1, 1996, and the ownership of the Company's
Common Stock as of that date by the directors and each of the Named Officers
(as defined under "Executive Compensation" below), and by all current
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNER OWNED BENEFICIALLY PERCENT OF CLASS
----- ------------------ ----------------
<S> <C> <C>
The Prudential Insurance Company of
America 2,367,500(1) 9.2%
Prudential Plaza
Newark, NJ 07101
J.P. Morgan & Co. Incorporated 2,067,720(2) 8.0%
60 Wall Street
New York, NY 10260
David L. Babson & Company, Inc. 2,066,500(3) 8.0%
One Memorial Drive
Cambridge, MA 02142
SunTrust Bank, Atlanta (as Trustee for 1,268,106 4.9%
Intermet Corporation Employee Stock
Ownership Trust)
25 Park Place, N.E.
Atlanta, GA 30303
George W. Mathews, Jr. 4,272,516(4) 16.6%
212 Townsend Place
Atlanta, Georgia 30327
John Doddridge 165,553(5) *
Vernon R. Alden 21,500(6) *
J. Frank Broyles 77,100(6) *
John P. Crecine 8,217(7) *
Anton Dorfmueller, Jr. 18,000(8) *
John B. Ellis 22,000(6)(18) *
Wilfred E. Gross, Jr. 479,500(6) 1.9%
A. Wayne Hardy 92,378(6) *
Harold C. McKenzie, Jr. 42,300(6)(9) *
J. Mason Reynolds 20,000(10) *
Curtis W. Tarr 45,280(11) *
Claxton James Peterson 37,624(12) *
Daryl R. Marsh 18,406(13) *
James W. Rydel 42,280(14) *
Charles Douglas Brown 96,396(15) *
John C. Engeswick 38,306(16) *
Doretha Christoph 10,200 *
All Executive Officers and Directors as 5,507,556(17) 21.4%
a Group
(18 persons)
</TABLE>
- --------
*Less than one percent
(1) Includes 2,364,400 shares with respect to which The Prudential Insurance
Company of America ("Prudential") has sole voting and dispositive power,
as reported on Schedule 13G, dated as of December 31, 1995, filed with the
SEC.
2
<PAGE>
(2) Includes 802,020 shares with respect to which J.P. Morgan & Co.,
Incorporated ("Morgan") has no voting power and 1,265,701 shares with
respect to which Morgan has sole dispositive power, as reported on
Schedule 13G, dated as of December 31, 1995, filed with the SEC.
(3) Includes 2,066,500 shares with respect to which David L. Babson &
Company, Inc. ("Babson") has no voting power as reported on Schedule 13G,
dated as of December 31, 1995, filed with the SEC.
(4) Does not include 664,920 shares of Common Stock owned January 1, 1996 by
Mr. Mathews' wife, as trustee for their adult children, and 554,450
shares of Common Stock held January 1, 1996 by Mr. Mathews' adult
children. In October 1995 Mr. Mathews was granted power of attorney with
respect to those shares for purposes of a Schedule 13D filing.
(5) Includes presently exercisable options for 100,000 shares of Common
Stock.
(6) Includes presently exercisable options for 12,000 shares of Common Stock.
(7) Includes presently exercisable options for 4,000 shares of Common Stock.
(8) Includes presently exercisable options for 8,000 shares of Common Stock.
(9) Includes 30,300 shares of Common Stock held as co-trustee under the will
of Mr. McKenzie's father.
(10) Includes presently exercisable options for 10,000 shares of Common Stock.
(11) Includes presently exercisable options for 4,000 shares of Common Stock.
(12) Includes presently exercisable options for 30,000 shares of Common Stock.
(13) Includes presently exercisable options for 4,000 shares of Common Stock.
(14) Includes presently exercisable options for 30,500 shares of Common Stock.
(15) Includes presently exercisable options for 25,500 shares of Common Stock.
(16) Includes presently exercisable options for 35,000 shares of Common Stock.
(17) Includes exercisable options at January 1, 1996 for 323,000 shares of
Common Stock.
(18) Does not include 13,500 shares of Common Stock owned by a corporation of
which Mr. Ellis is a director and minority shareholder.
Ms. D. Christoph, V. P. Finance, was late in reporting in June 1995 on Form 3
on shares owned by her upon becoming an executive officer of the Company.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The By-Laws of the Company provide that the Board of Directors shall consist
of twelve directors. The term of office for each director continues until the
next annual meeting and until his successor is elected and qualified.
Each Proxy executed and returned by a shareholder will be voted as specified
thereon by the shareholder. If no specification is made, the Proxy will be
voted for the election of the nominees named below to constitute the entire
Board of Directors. In the event that any nominee withdraws or for any reason
is not able to serve as a director, the Proxy will be voted for such other
person as may be designated by the Board of Directors as a substitute nominee,
but in no event will the Proxy be voted for more than twelve nominees.
Management of the Company has no reason to believe that any nominee will not
serve if elected. All of the nominees are currently directors of the Company.
Directors are elected by a plurality of the votes cast by the holders of the
shares entitled to vote in an election at a meeting at which a quorum is
present. A quorum is present when the holders of a majority of the shares
outstanding on the record date are present at a meeting in person or by proxy.
An abstention and a broker non-vote would be included in determining whether a
quorum is present at a meeting, but would not otherwise affect the outcome of
a vote.
3
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information, as of January 1, 1996, has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been or was engaged in his present or last principal employment, in the
same or a similar position, for more than five years.
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<C> <S>
John Doddridge (55)............ Chairman of the Board and Chief Executive
Officer since October 27, 1994. Mr. Doddridge
was Vice Chairman and Chief Executive Officer
of Magna International, Inc., a supplier of
motor vehicle parts, from November 1992 until
November 1994, where he also served as a
director. From mid-1989 to 1992 he served as
President of North American Operations of Dana
Corporation, a motor vehicle parts
manufacturer, and prior to mid-1989 he served
as President of Hayes-Dana Inc., a subsidiary
of Dana Corporation. Mr. Doddridge serves as a
director of Detroit Diesel Corporation and The
Standard Products Co.
Vernon R. Alden (72)........... Director of the Company since 1986. A director
and trustee of several organizations, Mr.
Alden was Chairman of the Board and Executive
Committee of The Boston Company, Inc., a
financial services company, from 1969 to 1978
and President of Ohio University from 1962 to
1969. He is also a director of Augat, Inc.,
Colgate-Palmolive Company, Digital Equipment
Corporation and Sonesta International Hotels
Corporation.
J. Frank Broyles (71).......... Director of the Company since 1986 and its
predecessor from 1977 to 1984. Mr. Broyles has
been Athletic Director of the University of
Arkansas since 1958.
John P. Crecine (56)........... Director of the Company since 1992. Mr.
Crecine has served as Chairman and Chief
Executive Officer of Integrated Digital
Systems, Inc. since mid-1994. He was President
of the Georgia Institute of Technology from
1987 to mid-1994. Previously he served as a
professor at the University of Michigan and
founding director of the Institute of Public
Policy Studies from 1965 to 1975. He became
Dean of the College of Humanities and Social
Sciences at Carnegie Mellon University in
1976, a position he held until 1983 when he
became the University's Senior Vice President
for Academic Affairs. He held that position
until his Georgia Tech appointment. Mr.
Crecine is a director of HBO and Co.
Anton Dorfmueller, Jr. (69).... Director of the Company since 1990. Mr.
Dorfmueller served as North American agent to
Red Rock International, a robotics
manufacturer, during 1994. From 1988 to 1994
he served as a consultant to Andersen
Consulting. Mr. Dorfmueller retired in 1988 as
a Group Vice President of Ashland Chemical
Company.
John B. Ellis (71)............. Director of the Company since 1989. A private
investor, Mr. Ellis retired in 1986 as Senior
Vice President--Finance and Treasurer of
Genuine Parts Co., an automotive parts
distributor, where he had been employed in
various capacities since 1974. Mr. Ellis is a
director of Flowers Industries, Inc., Hughes
Supply, Inc., Integrity, Inc., Oxford
Industries, Inc., UAP, Inc. and
Interstate/Johnson Lane, Inc.; and director
emeritus of Genuine Parts Co.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<C> <S>
Wilfred E. Gross, Jr. (67)..... Director of the Company and its predecessor
since 1971. Mr. Gross is Chief Executive
Officer of W.T. Harvey Lumber Company in
Columbus, Georgia.
A. Wayne Hardy (59)............ Director of the Company and its predecessor
since 1978. Mr. Hardy is a private investor
and consultant. He was Chairman and Chief
Executive Officer of Eastern Inter-Trans
Services, Inc. from 1986 to 1992. From 1975 to
1986 Mr. Hardy was a Vice President of the
Company and its predecessor.
George W. Mathews, Jr. (68).... Director of the Company and its predecessor
since 1971, Mr. Mathews is the founder of the
Company and was Chairman of the Board and
Chief Executive Officer from 1971 until 1994.
He retired from the Company in December 1994.
Mr. Mathews serves as a director of Metrotrans
Corporation and is President of George Mathews
& Assoc., Inc.
Harold C. McKenzie, Jr. (64)... Director of the Company and its predecessor
since 1971. Mr. McKenzie retired at the end of
1986 from Southern Electric International,
Inc., a subsidiary of The Southern Company,
with which he was affiliated for thirty years.
He had served as Executive Vice President of
Georgia Power Company and as President and CEO
of Southern Electric International, Inc. He
was Chairman and CEO of Machine Technologies,
Inc. of Martinsville, Virginia, from 1986
until 1989 and a commercial real estate broker
with Haas & Dodd Realty Co. in Atlanta,
Georgia from 1989 to 1991. Mr. McKenzie is
presently serving as Facilities Coordinator
for The Carter Center of Emory University.
J. Mason Reynolds (68)......... Director of the Company since 1990. From 1986
until his retirement in 1989, Mr. Reynolds was
Executive Vice President of Allied Signal
Corp. and President of its Automotive Sector,
which manufactures automobile parts.
Curtis W. Tarr (71)............ Director of the Company since 1984. Mr. Tarr
retired as Vice Chairman of the Board as of
December 31, 1994, a position he held since
1992. At that time he also retired as
President of Intermet International, Inc., a
position he held since 1991. He served as a
consultant to the Company from late 1989
through 1990. Mr. Tarr was a professor and
Dean of the Johnson School of Management at
Cornell University from 1984 through 1989 and
remained a professor there until 1990. He was
a Vice President of Deere & Co., a farm
equipment manufacturer, from 1973 to 1983. Mr.
Tarr was President of Lawrence University,
Appleton, Wisconsin, from 1963 to 1969 and an
Undersecretary of State from 1972 to 1973. He
is also a director of State Farm Insurance
Companies. He retired from the George Banta
Co., Inc., board in 1995.
</TABLE>
There are no family relationships among the executive officers and directors
of the Company.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid by
the Company and its subsidiaries to the Company's Chief Executive Officer and
to the four most highly compensated executive officers of the Company
(collectively, the "Named Officers") for services rendered to the Company
during 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-----------------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND PRINCIPAL ----------------------------------- RESTRICTED OPTIONS/SARS ALL OTHER
POSITION YEAR SALARY BONUS (2) OTHER STOCK AWARD (NO. OF SHARES) COMPENSATION
- ------------------ ---- -------- --------- -------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge.......... 1995 $350,016 $232,130 $179,436(3) -- 100,000 $11,661(4)
Chairman of the Board 1994 29,168 127,500(5) 96,591 $165,000(3) 100,000 --
and Chief Executive 1993 -- -- -- -- -- --
Officer (1)
Claxton James Peterson.. 1995 190,000 116,070 8,286 -- 40,000 11,661(4)
Vice President--Foundry 1994 170,016 50,000 15,592 -- 8,000 12,025
Operations 1993 108,204 -- -- -- 8,000 10,276
Daryl R. Marsh.......... 1995 183,503 92,850 1,519 -- 20,000 11,661(4)
Vice President--Machin- 1994 177,840 60,000 -- -- 16,000 12,025
ing Services 1993 65,628 68,000 -- -- -- 381
James W. Rydel.......... 1995 170,016 92,850 9,540 -- 25,000 11,661(4)
Vice President-- 1994 170,016 -- 1,318 -- 14,000 12,025
Administration and Sec- 1993 110,016 15,000 1,146 -- 12,000 10,276
retary
Charles Douglas Brown... 1995 140,016 92,850 13,668 -- 20,000 11,661(4)
Vice President--Sales 1994 145,008 -- 6,800 -- 12,000 12,025
and Marketing 1993 102,649 -- 2,884 -- 10,000 10,276
</TABLE>
- --------
(1) Mr. Doddridge was hired October 27, 1994, and the Company commenced paying
a salary and bonus to him on December 1, 1994.
(2) The Company has reported bonuses in this Proxy Statement in the year
earned, not in the year paid.
(3) In 1994 Mr. Doddridge owned 30,000 shares of restricted stock with a value
of $165,000 on the date of the grant. 10,000 shares of Mr. Doddridge's
restricted stock were earned as of December 1, 1995 (at which date the
stock was valued at $12.50 per share versus the $5.50 share price when
granted). The compensation earned above the price on date of grant of the
restricted stock was $70,000. Mr. Doddridge will receive any dividends
paid with respect to the restricted stock. (No other Named Officer owns
restricted stock.) The value of Mr. Doddridge's 20,000 shares of
restricted stock at December 31, 1995 was $210,000. The restricted stock
vests at the rate of 10,000 shares on each of December 1, 1996 and
December 1, 1997.
(4) Includes (i) premiums under the Life Insurance Program of $1,161; (ii) a
Company ESOP contribution of $4,500; and (iii) Company and Company
matching Profit Sharing Plan contribution in the aggregate amount of
$6000.
(5) Includes 20,000 shares of Company Common Stock with a value of $115,000 on
the date of award.
6
<PAGE>
OPTION GRANTS. Shown below is further information on grants of stock options
during 1995 to the Named Officers, which are reflected in the Summary
Compensation Table. No stock appreciation rights were granted during 1995, and
none of the Company's compensation plans currently provides for the grant of
stock appreciation rights.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NO. OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION
OPTION/ GRANTED TO FOR OPTION TERM (2)
SARS EMPLOYEES EXERCISE EXPIRATION --------------------------
NAME GRANTED IN 1995 PRICE DATE 0% 5% 10%
---- ---------- ------------ -------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
John Doddridge.......... 100,000(1) 25.5% $9.00 06-15-05 -- $566,005 $1,243,374
Claxton James Peterson.. 40,000(1) 10.2% 9.00 06-15-05 -- 226,402 497,350
Daryl R. Marsh.......... 20,000(1) 5.1% 9.00 06-15-05 -- 113,201 248,675
James W. Rydel.......... 25,000(1) 6.4% 9.00 06-15-05 -- 141,501 311,844
Charles Douglas Brown... 20,000(1) 5.1% 9.00 06-15-05 -- 113,201 248,675
</TABLE>
- --------
(1) 25% are exercisable on the first anniversary of the grant date, 50% are
exercisable on the second anniversary of the grant date, 75% are
exercisable on the third anniversary of the grant date and 100% are
exercisable on the fourth anniversary of the grant date.
(2) "Potential Realizable Value" is disclosed in response to Securities and
Exchange Commission regulations that require such disclosure for
illustration only. The values disclosed are not intended to be, and should
not be interpreted as, representations or projections of the future value
of the Company's Common Stock or of the stock price. To lend perspective
to the illustrative "Potential Realizable Value," if the Company's Common
Stock price increases 5% per year for 10 years from January 1, 1995
(disregarding any dividend payments and assuming for purposes of the
calculation a constant number of shares outstanding), the total increase
in value of all shares outstanding at January 1, 1995 would be
approximately $112,000,000, and if the stock price increases 10% per year
over such period, the increase in value would be approximately
$247,000,000.
FISCAL YEAR-END VALUES. Shown below is information with respect to
unexercised options to purchase the Company's Common Stock held by the Named
Officers at December 31, 1995. No options were exercised during 1995 by a
Named Officer.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SHARES SUBJECT TO VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
HELD AT DECEMBER 31, 1995 AT DECEMBER 31, 1995
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John Doddridge.............. 100,000 100,000 $475,000 $150,000
Claxton James Peterson...... 30,000 52,000 72,600 66,860
Daryl R. Marsh.............. 4,000 32,000 5,240 45,720
James W. Rydel.............. 30,500 44,500 54,565 49,755
Charles Douglas Brown....... 25,500 36,500 50,780 40,540
</TABLE>
Compensation of Directors
STANDARD ARRANGEMENTS
Directors who are not current or retired officers of the Company receive a
retainer of $3,000 per quarter, $1,500 for each Board of Directors meeting
attended, and $1,000 for each committee meeting attended. Directors are
reimbursed for expenses incurred in attending Board of Directors and committee
meetings.
7
<PAGE>
The Director's Stock Option Plan authorized the Company to issue options for
not more than 100,000 shares of the Company's Common Stock to directors.
Options granted under the plan must have an exercise price of no less than the
fair market value of the Common Stock on the date of grant. No options may be
granted after April 26, 2000, and the term of each option may not exceed ten
years from the date of grant. Additionally, the Compensation Committee passed
a motion stipulating that a director may not receive more than 12,000 stock
options. In 1995, as seven board members held the maximum number of stock
options, three non-employee directors received a total of 6,000 stock options
(or 2,000 options per Director) for shares of the Company's Common Stock at an
exercise price of $9.00 per share.
OTHER ARRANGEMENTS
Mr. Mathews. In connection with Mr. Mathews' retirement as Chairman and
Chief Executive Officer on December 1, 1994, the Company agreed to pay Mr.
Mathews the sum of $350,000 per year for three years. If Mr. Mathews dies
during such three year period, the Company agreed to continue payments of his
salary to his spouse until December 1, 1997. For three years after Mr.
Mathews' retirement, the Company also agreed to provide Mr. Mathews and his
spouse with medical and dental insurance, to provide Mr. Mathews with an
automobile and office space and to pay the salary and benefits for an
assistant for Mr. Mathews. In 1995 Mr. Mathews' retirement agreement was
modified to provide a one-time, lump-sum payment for an automobile.
Mr. Tarr. In connection with Mr. Tarr's retirement as President of Intermet
International, Inc. as of December 31, 1994, the Company agreed to continue
his 1994 salary and to provide medical and dental insurance for Mr. Tarr and
his spouse for a period of one year.
Mr. Dorfmueller. In connection with Mr. Dorfmueller's consulting work
performed for the Company, he was paid $2,740 during 1995.
In 1995 the Board of Directors approved a donation of $350,000 payable over
eight (8) years ($35,000 paid in 1995) to Georgia Tech for the creation of the
George W. Mathews Heritage Center (a Sports Museum).
8
<PAGE>
INTERMET CORPORATION
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
MR. DODDRIDGE
Mr. Doddridge's employment agreement, which was entered into on October 27,
1994 with employment commencing December 1, 1994 and pursuant to which he
serves as Chairman of the Board and Chief Executive Officer, runs through
December 31, 1997. The contract term automatically extends on a daily basis
such that the remaining term is always two years. Either the Company or Mr.
Doddridge may terminate the automatic extension.
If the Company terminates Mr. Doddridge's employment "without cause" (as
defined in the employment agreement) or if he terminates employment for "good
reason" (as defined in the employment agreement) prior to the end of the
contract term, he is entitled to a lump-sum payment equal to the sum of (1)
his accrued but unpaid salary, earned bonus and other earned benefits through
the date of termination, plus, (2) an amount equal to his annual base salary
which would have been payable through the end of the contract term, plus, (3)
an amount equal to the annual bonus paid for the fiscal year immediately prior
to the date of termination multiplied by a fraction where the numerator is the
number of full years and portions of years between the termination date and
the end of the contract term , and the denominator is the total number of
years in the contract term, and (4) the amount (if any) of unvested benefits
under any profit sharing plan, retirement plan, ESOP or any other plan which
are forfeited on account of his employment being terminated.
In the event of a "Change of Control" (as defined in the employment
agreement), and if Mr. Doddridge is subsequently terminated by the Company (or
successor company) "without cause" or terminates his employment for "good
reason", he is entitled to the same payments and benefits as described in the
previous paragraph.
In the event Mr. Doddridge is terminated for "cause" (as defined in the
employment agreement) by the Company, he shall receive all accrued salary,
earned bonus compensation, vested long-term incentive compensation and other
benefits through the date of termination, but shall receive no other severance
benefits.
Mr. Doddridge's employment agreement contains restrictive covenants pursuant
to which Mr. Doddridge has agreed not to compete with the Company during the
period of his employment and following termination of his employment for a
period of one year, except in the event of termination "without cause" or for
"good reason" or termination for any reason during the two-year period
following a "Change of Control".
OTHER EXECUTIVES
The Company has entered into employment agreements with six other executive
officers, including the Named Officers. All current agreements were dated
October 25, 1995 and cover an eighteen month period from November 1, 1995
through April 30, 1997. Beginning on May 1, 1996, the contract term
automatically extends on a daily basis such that the remaining term is never
less than one year.
If the Company terminates an executive's employment "without cause" (as
defined in the employment agreement) or if the executive terminates employment
for "good reason" (as defined in the employment agreement) prior to the end of
the contract term, he or she is entitled to (1) in a lump-sum, an amount equal
to the executive's accrued but unpaid base salary as of the date of
termination and any unpaid annual bonus from the prior Annual Bonus Period (as
defined in the agreement); (2) in monthly payments, the executive's base
salary and benefits (if any) payable through the end of the contract term; and
(3) following the Annual Bonus Period during which the date of termination
occurs, a pro-rata portion of the Annual Bonus payable in accordance with
Company policy. An executive is entitled to these same payments if employment
is terminated "without cause" or for "good reason" following a "Change of
Control" (as defined in the employment agreement).
In the event an executive officer is terminated for "cause" (as defined in
the employment agreement), he or she shall receive all accrued salary, earned
bonus compensation, vested long-term incentive compensation and other benefits
through the date of termination, but shall receive no other severance
benefits.
The executive employment agreements contain non-compete covenants effective
during employment and following termination for a period of one year, except
in the event of termination "without cause" or for "good reason" or
termination for any reason during the two-year period following a "Change in
Control".
9
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INTERMET CORPORATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors, has
furnished the following report on executive compensation for the fiscal year
ending December 31, 1995.
COMMITTEE RESPONSIBILITIES
The Committee is comprised of three non-employee directors. Committee
responsibilities, with respect to the compensation of key executives,
including the Named Officers, of the Company and its subsidiaries, include
reviews and recommendations relative to the following compensation elements:
. Base salary levels of the key executive officers of the Company;
. All aspects of the Company's annual bonus compensation plan;
. The Company's stock-based compensation;
. All aspects of the Company's two retirement plans, namely the 401(k)
Savings and Investment Plan and the Employee Stock Ownership Plan Trust;
. All employment agreements and amendments thereof; and
. The process and substance of all other aspects of compensation.
The Committee monitors market practices and trends, and makes revisions as
necessary, to ensure that the Company's programs (1) are adequate to attract,
retain and motivate the best possible executive talent and (2) benefit the
long-term interests of the Company and its shareholders.
OVERALL COMPENSATION PHILOSOPHY
The Company's underlying compensation philosophy is to link key executive
compensation to corporate performance and returns to stockholders. To this
end, the Company has developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified performance goals and to
appreciation in the Company's Common Stock price. The three concepts, outlined
below, are the foundation of the Company's compensation philosophy:
Pay for Performance. In 1995, the Company based a greater portion of key
executive compensation on incentive pay, or pay for performance. The Company
emphasizes variable, at-risk compensation that is dependent upon the
employees' level of success in meeting specified Company goals.
Target Ownership and Equity Orientation. To properly align employee and
shareholder interests, equity-based plans represent a fundamental component of
the at-risk portion of total compensation. Consistent with this philosophy,
the Company strongly encourages its key executives to establish and maintain a
target ownership level equal to a minimum of two times their base salary level
in Company stock. Additionally, the key executives are strongly encouraged to
achieve this target ownership level as soon as possible. As the initial target
ownership levels are met, the Committee anticipates raising the minimum
ownership level to three times base salary. The emphasis on key executive
stock ownership will further align the interests of the Company's executives
and its shareholders.
Management Development. The Company's compensation opportunities are
structured to attract, retain and motivate those key executives who are
proficient in maximizing shareholder value.
The basic elements of the Company's executive compensation packages are base
salary, annual incentive compensation and long-term incentive compensation.
The Committee's policies with respect to each of these elements are discussed
below. In addition, while the elements of compensation described below are
considered separately, the Committee takes into account the total compensation
package afforded by Intermet to each individual, including pension benefits,
severance plans, insurance and other benefits.
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IRC (S) 162(M)
The Committee has considered Section 162(m) of the Internal Revenue Code of
1986, as amended, regarding qualifying compensation paid to the Company's
executive officers for deductibility in structuring compensation arrangements
for 1995. The Committee intends to make every effort to ensure that all
compensation awarded to the Company's executives is fully deductible. The
regulations implementing Section 162(m) have not required any changes in the
Company's current executive compensation program in order to maintain the
deductibility of executive compensation where the Company anticipates a
deduction.
BASE SALARIES
Individual salaries for specified executives are reviewed annually and
recommendations for adjustments are made to the Board by the Chief Executive
Officer based on individual responsibilities, performance over time and the
Committee's judgment of overall Company financial performance.
In 1995, the Company's approach to the base compensation for its key
executives, including the Chief Executive Officer, was to hold base
compensation levels slightly below industry peer group averages. Competitive
market average compensation levels were determined by independent third-party
studies, published survey sources and market studies of comparably sized
companies competing within the same markets as the Company. The combined
efforts of holding base salary levels below market levels and incorporating
lower merit increases going forward will enable the Company to control the
fixed portion of its compensation costs over time, while placing increased
emphasis on the "at-risk" components, or annual and long-term incentive
compensation, as discussed below.
ANNUAL INCENTIVE COMPENSATION
Every annual incentive payout to key executives depends on results, not
efforts.
1995 marked the first year of the Company's Profit Sharing Plan for key
executives on the Operating Committee. The purpose of this plan is to provide
an incentive compensation system which rewards corporate operating management
proportionately to the profitability of the Corporation. In 1995, participants
received a percentage of audited annual pre-tax earnings of the Company,
before minority interests and corporate profit sharing adjustments.
Similarly, an annual incentive plan was implemented at the Plant General
Manager level, as the performance of these individuals significantly impacts
Intermet's corporate results. The purpose of this plan is to provide
incentives that reward Plant General Managers proportionately to the plant
profitability, as measured by pre-tax profit. At the end of each year, the
incentive amount received by each participant is determined as follows:
(1) 90% of each participant's incentive payout, as measured by the pre-tax
profitability of their respective plant, is paid in cash and (2) 10% is
allocated to an incentive pool from which all domestic Plant General Managers
receive a pro-rata share of the total pool amount, which is also paid in cash.
LONG-TERM INCENTIVE COMPENSATION
The Company maintains, for key executives and management of the Company and
its subsidiaries, certain stock-based compensation plans, which allow the
Committee to award the individuals it selects stock awards, restricted stock
awards, incentive stock options and non-qualified stock options. Awards under
these stock-based compensation plans directly link potential participant
rewards to increases in shareholder value.
The Company historically has provided the majority of its stock-based
compensation in the form of stock options. Stock options are granted with an
exercise price equal to the market price of the Company's Common Stock on the
date of grant and become exercisable over a four year period. This approach is
designed to encourage the creation of stockholder value and the retention of
the executives over the long term, as this element of the compensation package
has value only to the extent that stock price appreciation occurs.
11
<PAGE>
The Director's Stock Option Plan authorizes the Company to issue options for
not more than 100,000 shares of the Company's Common Stock to directors.
Options granted under the plan must have an exercise price of no less than the
fair market value of the Common Stock on the date of grant. No options may be
granted after April 26, 2000, and the term of each option may not exceed ten
years from the date of grant. Additionally, the Compensation Committee passed
a motion stipulating that a director may not receive more than 12,000 stock
options. In 1995, as seven board members held the maximum number of stock
options, three non-employee directors received a total of 6,000 stock options
(or 2,000 options per Director) for shares of the Company's Common Stock at an
exercise price of $9.00 per share.
In 1995, the Company's shareholders ratified the Executive Stock Option and
Incentive Award Plan. The purpose of this plan is to reward key executives and
managers only when the shareholders are rewarded. This plan replaces the
Company's 1984 Key Individual Stock Option Plan and permits the grant of non-
qualified stock options, incentive stock options, restricted stock and stock
awards to key executives and managers of the Company. The total number of
shares available for grant under the Plan, is 1,500,000 shares. During 1995,
the Compensation Committee granted 10,000 shares of restricted stock, 259,000
incentive stock options and 126,000 non-qualified stock options under the plan
to 29 key executives and managers with exercise prices ranging from $8.5625 to
$9.00 per share.
CEO COMPENSATION
Mr. Doddridge's base salary for 1995 was $350,000, as established in his
employment agreement, and was based on competitive market data and the other
criteria discussed above under "Base Salaries" at the time the agreement was
made on October 27, 1994. Mr. Doddridge's employment agreement, pursuant to
which he serves as Chairman of the Board and Chief Executive Officer, has a 38
month term ending of December 31, 1997 but is automatically extended each day
after December 31, 1995 for an additional two years. Under his agreement, Mr.
Doddridge's base salary is subject to an increase at the discretion of the
Compensation Committee.
Mr. Doddridge's 1995 annual incentive award was $232,130 paid in cash, which
represents 66.3% of his 1995 base salary. This award was determined by the
same criteria discussed above under "Annual Incentive Compensation" and
rewarded Mr. Doddridge with a percentage of audited annual pre-tax earnings of
the Company, before minority interests and corporate profit sharing
adjustments.
Mr. Doddridge received a stock option grant to purchase 100,000 shares at
$9.00, the fair market value on the date of grant, June 15, 1995. Of these,
44,000 were incentive stock options and 56,000 were non-qualified stock
options. In determining the option grant level for Mr. Doddridge, the
Committee considered individual performance, current ownership level of
Intermet shares and target ownership goals, as described herein under "Overall
Compensation Philosophy". The Committee believes that Mr. Doddridge's stock
option grant continues to align his compensation more directly with the
interests of Intermet's shareholders.
BENEFITS
The Company provides benefits at no charge to each salaried employee,
including medical, dental, short and long-term disability, accidental death
and dismemberment, life insurance and dependent life insurance. The Company
also has a medical reimbursement plan available to the Named Officers and
other key employees that compensates them for certain medical expenses not
covered by the regular group insurance programs.
RETIREMENT PLANS
The Company has a two-part retirement program: the 401(k) Savings and
Investment Plan and the Employee Stock Ownership Plan Trust, which are
available to eligible salaried employees, including the Named Officers.
The 401(k) Savings and Investment Plan permits eligible salaried employees
to contribute up to 10% of their compensation subject to certain limitations,
and invest it in one or more of five investment funds offered through the
Plan. The Company matches an individual's contribution at a rate of fifty
cents for each dollar saved, up to 4% of pay. At the end of the year, the
Company makes an added contribution to the individual's account of an amount
equal to 2% of the individual's annual compensation.
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<PAGE>
The Employee Stock Ownership Plan Trust purchases Common Stock of the
Company for its eligible salaried employees. The Company contributes an amount
equal to 3% of the individual's wages or salary.
OTHER AWARDS
The Company provides automobiles for certain key employees including sales
people. When these are used for personal rather than business needs, the
Company determines the cost of that use and includes that amount on the W-2
form sent to the Internal Revenue Services.
The Company has a salary continuation plan in the event of the death of
certain key executives. Salary is paid for one year following the death of the
Chairman or President of the Company, nine months for other executive officers
of the Company, and six months for certain executive officers of one of the
subsidiaries of the Company.
CONCLUSION
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to corporate performance and stock
price appreciation. The Committee intends to continue the policy of linking
executive compensation to corporate performance and returns to shareholders,
recognizing that the business cycle from time to time may result in an
imbalance for a particular period.
INTERMET CORPORATION COMPENSATION COMMITTEE
Vernon R. Alden
J. Frank Broyles
John P. Crecine
13
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the Russell 2000 Index and the cumulative total
return for a group of companies consisting of Arvin Industries, Inc., Chrysler
Corporation, Dana Corporation, Ford Motor Company, General Motors Corporation,
MascoTech, Inc. (formerly known as Masco Industries, Inc.), Simpson
Industries, Inc. and Standard Products Company, for the period of five years
commencing on December 31, 1990 and ended December 31, 1995.
INMT PEER GROUP RUSSELL 2000
12/90 100 100 100
12/91 154 98 146
12/92 212 147 173
12/93 199 241 206
12/94 145 202 203
12/95 226 240 260
CERTAIN TRANSACTIONS
The Prudential Insurance Company of America ("Prudential") is the record
owner of 2,367,500 shares (9.2%) of the outstanding Company Common Stock, with
respect to which Prudential had certain piggyback registration rights. These
registration rights expired December 31, 1995. On December 11, 1992, the
Company sold $25,000,000 principal amount of Senior Notes due December 11,
2002 to Prudential.
On March 31, 1992, a subsidiary of the Company acquired all of the common
and preferred stock of PBM Industries, Inc. ("PBM"). Prudential and two of its
affiliates were minority shareholders of PBM. As of December 31, 1995, the
Company owed approximately $151,769 in principal and interest to Prudential on
such notes.
On August 21, 1995 the Company entered into a Credit Agreement (the
"Agreement") with certain domestic and foreign lenders, relating to a
$70,000,000 and DM 8,000,000 revolving line of credit. On February 23, 1996,
the Agreement was amended and restated to provide the Company with a $100
million revolving credit facility pursuant to which SunTrust Bank, Atlanta
(formerly known as Trust Company Bank) is one of the
14
<PAGE>
lenders under the Credit Agreement and also acts as agent for the other
lenders. SunTrust Bank, Atlanta is the trustee of the Company's Employee Stock
Ownership Plan Trust and in such capacity owns of record 1,268,106 (4.9%) of
the Company's outstanding Common Stock.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during 1995. All of the directors
attended at least 75% of all meetings of the Board and of each committee of
the Board on which they served.
The Compensation Committee of the Board of Directors sets the compensation
for the Company's executive officers and key personnel. This Committee also
acts as the Nominating Committee. The Compensation Committee is currently
comprised of Messrs. Alden, Broyles and Crecine. The Compensation Committee
held four meetings during 1995.
The Audit Committee reviews financial controls and the methods of
preparation of the Company's financial statements, evaluates audit performance
and reports on such matters to the Board. The Audit Committee, which is
currently comprised of Messrs. Dorfmueller, Gross, and McKenzie, held two
meetings during 1995.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for 1996, subject to approval of this appointment by the
shareholders of the Company at the Annual Meeting.
Ernst & Young LLP was the principal independent auditors for the Company for
1995. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL, AND
THE ENCLOSED PROXY WILL BE SO VOTED IN THAT MANNER UNLESS THE SHAREHOLDER
EXECUTING THE PROXY SPECIFICALLY VOTES TO THE CONTRARY OR ABSTAINS FROM VOTING
ON THIS PROPOSAL.
SHAREHOLDER PROPOSALS
In accordance with the provisions of Rule 14a-8(a)(-3)(i) of the Securities
and Exchange Commission, proposals of shareholders intended to be presented at
the Company's 1997 Annual Meeting must be received by November 1, 1996 in
order to be eligible for inclusion in the proxy statement and form of proxy
for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated above
that are to be brought before the meeting. If any other matter is presented
for consideration and voting, the persons named as proxies in the enclosed
Proxy intend to vote the Proxy in accordance with their judgment of what is in
the best interest of the Company.
Dated: March 1, 1996
15
<PAGE>
COMMON STOCK
OF INTERMET CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints John Doddridge and James W. Rydel, or either
of them with power of substitution to each, the proxies of the undersigned to
vote the Common Stock of the undersigned at the Annual Meeting of Shareholders
of INTERMET CORPORATION (the "Company") to be held on April 11, 1996, and any
adjournment thereof.
1. Election of Directors
John Doddridge; Vernon R. Alden; J. Frank Broyles; John P. Crecine; Anton
Dorfmueller, Jr.; John B. Ellis; Wilfred E. Gross, Jr.; A. Wayne Hardy;
George W. Mathews, Jr.; Harold C. McKenzie, Jr.; J. Mason Reynolds; Curtis
W. Tarr.
[_] FOR all nominees for director listed above (except as marked to the
contrary).
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
[_] WITHHOLD AUTHORITY to vote for an individual nominee. Write name(s)
below.
--------------------------------------------------------------------------
2. Appointment of Ernst & Young LLP as the independent auditors of the Company
for 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.
<PAGE>
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY, AND "FOR" APPROVAL OF THE INDEPENDENT AUDITORS,
AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED,
THIS PROXY WILL BE SO VOTED.
Please sign this Proxy exactly as
name appears on the Proxy.
-------------------------------------
Note: When signing as attorney,
trustee, administrator or guardian,
please give your title as such. In
the case of joint tenants, each
joint owner must sign.
Date:
-------------------------------
<PAGE>
COMMON STOCK OF INTERMET CORPORATION
DIRECTIONS FOR VOTING STOCK ALLOCATED
TO A PARTICIPANT'S ACCOUNT PURSUANT TO THE
INTERMET CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST
The undersigned participant in the Employee Stock Ownership Plan ("ESOP")
hereby directs SunTrust Bank as Trustee of the Intermet Corporation Employee
Stock Ownership Trust to vote those shares of Common Stock of Intermet
Corporation (the "Company") allocated to the undersigned's account in
connection with the Annual Meeting of Shareholders of INTERMET CORPORATION to
be held on April 11, 1996, and any adjournment thereof:
1. Election of Directors
John Doddridge; Vernon R. Alden; J. Frank Broyles; John P. Crecine; Anton
Dorfmueller, Jr.; John B. Ellis; Wilfred E. Gross, Jr.; A. Wayne Hardy;
George W. Mathews, Jr.; Harold C. McKenzie, Jr.; J. Mason Reynolds; Curtis
W. Tarr.
[_] FOR all nominees for director listed above (except as marked to the
contrary)
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
[_] WITHHOLD AUTHORITY to vote for an individual nominee. Write name(s) of
nominee(s) below.
--------------------------------------------------------------------------
2. Appointment of Ernst & Young LLP as the independent auditors of the Company
for 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.
<PAGE>
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY, AND "FOR" APPROVAL OF THE INDEPENDENT AUDITORS,
AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED,
THIS PROXY WILL BE SO VOTED. THE TRUSTEE WILL VOTE THOSE SHARES ALLOCATED TO
ESOP PARTICIPANTS FOR WHICH IT DOES NOT RECEIVE TIMELY VOTING INSTRUCTIONS.
Please sign exactly as name appears
on these Directions.
------------------------------------
Note: When signing as an attorney,
trustee, administrator or guardian,
please give your title as such. In
the case of joint tenants, each
joint owner must sign.
Date: ______________________________
