<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BUSH INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BUSH INDUSTRIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:____________________________________
(4) Proposed maximum aggregate value of transaction:_______________________
/ / 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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<PAGE> 2
BUSH INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1995
TO ALL STOCKHOLDERS OF BUSH INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Bush
Industries, Inc., a Delaware corporation, will be held at the principal office
of the Company, One Mason Drive, Jamestown, New York 14702, on Thursday, May 18,
1995 at 10:00 a.m., New York time, for the following purposes:
1. To elect nine Directors, three of whom will be Class A Directors elected
by the holders of Class A Common Stock and six of whom will be Class B
Directors elected by the holders of Class B Common Stock, for the term
of one year and until their successors are duly elected and qualified;
2. To consider and act upon a proposal to adopt the Company's 1995 Stock
Plan;
3. To ratify the appointment of Deloitte & Touche LLP, as the Company's
independent accountants for the fiscal year ending December 30, 1995;
and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 24, 1995, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Cynthia Howard Peterson
Cynthia Howard Peterson,
Secretary
Jamestown, New York
March 29, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY, AND RETURN IT TO THE COMPANY. THE PROXY MAY BE REVOKED
AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING PROXIES MAY ATTEND
THE MEETING AND VOTE IN PERSON, SHOULD THEY SO DESIRE.
<PAGE> 3
BUSH INDUSTRIES, INC.
ONE MASON DRIVE
JAMESTOWN, NEW YORK 14702
------------------------
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Bush
Industries, Inc. (the "Company") for the Annual Meeting of Stockholders of the
Company to be held at the principal office of the Company, One Mason Drive,
Jamestown, New York 14702, on Thursday, May 18, 1995 at 10:00 a.m., New York
time. All proxies duly executed and received will be voted on all matters
presented at the Annual Meeting in accordance with the instructions given by
such proxies. In the absence of specific instructions, proxies so received will
be voted for the named nominees relating to the Class of Common Stock for which
the proxy relates for election to the Company's Board of Directors, for the
adoption of the Company's 1995 Stock Plan, and for the ratification of Deloitte
& Touche LLP, as the Company's independent public accountants. The Board of
Directors does not anticipate that any of its nominees will be unavailable for
election and does not know of any other matters that may be brought before the
Annual Meeting. In the event that any other matter should come before the Annual
Meeting or that any nominee is not available for election, the persons named in
the enclosed proxy will have discretionary authority to vote all proxies not
marked to the contrary with respect to such matter in accordance with their best
judgment. The proxy may be revoked at any time before being voted. The Company
will pay the entire expense of soliciting the proxies, which solicitation will
be by use of the mails. This Proxy Statement is being mailed to stockholders on
or about March 29, 1995.
Only holders of shares of Class A Common Stock and Class B Common Stock of
record at the close of business on March 24, 1995 will be entitled to notice of
and to vote at the Annual Meeting and at all adjournments thereof. As of the
close of business on March 24, 1995, the Company had outstanding 6,272,678
shares of Class A Common Stock and 2,570,247 shares of Class B Common Stock.
At the Annual Meeting, the holders of Class A Common Stock will be
entitled, as a class, to elect three Directors ("Class A Directors"), and the
holders of Class B Common Stock will be entitled, as a class, to elect six
Directors ("Class B Directors"). The vote of a majority of the Class A shares of
Common Stock represented at the Annual Meeting is required for the election of
the Class A Directors, and the vote of a majority of the Class B shares of
Common Stock represented at the Annual Meeting is required for the election of
the Class B Directors. The vote of a majority of the shares of capital stock
represented at the Annual Meeting, voting as a single class and after taking
into account that each holder of Class A Common Stock is entitled to one-tenth
vote per share of Class A Common Stock, and each holder of Class B Common Stock
is entitled to one vote per share of Class B Common Stock, is required for the
ratification of the appointment of Deloitte & Touche LLP, as the Company's
independent public accountants. The vote of a majority of the shares of
outstanding capital stock, voting as a single class, and after taking into
account that each holder of shares of Class A Common Stock is entitled to
one-tenth vote per share of Class A Common Stock, and each holder of Class B
Common Stock is entitled to one vote per share of Class B Common Stock, is
required for the adoption of the Company's 1995 Stock Plan, all as more fully
described herein.
Shares represented by proxies which are marked "abstained" or which are
marked to deny discretionary authority will only be counted for determining the
presence of a quorum. Since the adoption of the 1995 Stock Plan requires for
approval the affirmative vote of a majority of the voting power of the
outstanding shares of capital stock entitled to vote, an abstention with respect
to such proposal will have the same legal effect as a vote against such
proposal. Votes withheld in connection with the election of one or more of the
nominees for
1
<PAGE> 4
Director will not be counted as votes cast for such individuals. In addition,
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not provided voting instructions (commonly referred
to as "broker non-votes"), those shares will not be included in the vote totals.
A list of the stockholders entitled to vote at the Annual Meeting will be
available at the Company's office, One Mason Drive, Jamestown, New York 14702,
for a period of ten (10) days prior to the Annual Meeting for examination by any
stockholder.
Officers and Directors of the Company beneficially own approximately 18% of
the outstanding shares of Class A Common Stock and approximately 99% of the
outstanding shares of Class B Common Stock. See "Security Ownership of
Management and Principal Stockholders." Accordingly, approval of the aforesaid
matters is virtually assured.
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS
<TABLE>
The following table sets forth the amount of shares of Class A Common Stock
and Class B Common Stock owned as of March 15, 1995 by each Director of the
Company, by those persons known to the Company to own beneficially 5% or more of
the outstanding shares of Class A and/or Class B Common Stock of the Company,
and by all Directors and Officers of the Company as a group. With respect to
those persons who beneficially own 5% or more of the outstanding shares of Class
A and/or Class B Common Stock, the address of such persons are also set forth.
<CAPTION>
NUMBER AND NUMBER AND
PERCENTAGE PERCENTAGE
NAME AND ADDRESS OF SHARES OF CLASS A OF SHARES OF CLASS B
OF BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED
-------------------------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Paul S. Bush.......................... 721,061 (10.7%)(1) 2,558,451 (99.5%)(2)
One Mason Drive
Jamestown, NY 14702
Robert L. Ayres....................... 195,346 (3.0%)(4) --
Lewis H. Aronson...................... 84,375 (1.3%)(5) --
Paul A. Benke......................... 421 (3) --
Jerald D. Bidlack..................... 4,843 (3) --
Gregory P. Bush....................... 67,718 (1.1%)(6) 5,182 (3)(7)
Robert E. Hallagan.................... -- --
Donald F. Hauck....................... 59,094 (3)(8) --
David G. Messinger.................... 173,564 (2.7%)(9) --
Bush Industries, Inc.................. 451,821 (7.2%) --
Savings and Retirement Plan
One Mason Drive
Jamestown, NY 14702
All Officers and...................... 1,323,814 (18.3%)(10)(11) 2,563,633 (99.7%)
Directors as a group
(10 persons)
</TABLE>
2
<PAGE> 5
---------------
(1) Includes 450,000 shares of Class A Common Stock issuable upon exercise of
outstanding options. In addition, includes 227,984 shares of Class A Common
Stock held as custodian and/or in trust for the benefit of Mr. Paul S.
Bush's children, and with respect to which Mr. Paul S. Bush disclaims
beneficial ownership. Excludes 6,356 shares of Class A Common Stock held of
record by the Company's Savings and Retirement Plan (the "401(K) Plan") for
the benefit of Mr. Paul S. Bush, and with respect to such shares the
trustees of such Plan have sole voting power. In addition, excludes shares
of Class A Common Stock issuable upon conversion of shares of Class B
Common Stock. Also excludes 1,653 shares of Class A Common Stock held of
record by Mr. Paul S. Bush's daughter, Christine M. Bush, and with respect
to such shares, Mr. Paul S. Bush disclaims beneficial ownership.
(2) Includes 46,079 shares of Class B Common Stock held as custodian and/or in
trust for the benefit of Mr. Paul S. Bush's children, and with respect to
which Mr. Paul S. Bush disclaims beneficial ownership. In addition,
excludes 3,307 shares of Class B Common Stock held of record by Mr. Paul S.
Bush's daughter, Christine M. Bush, and with respect to such shares, Mr.
Paul S. Bush disclaims beneficial ownership.
(3) Less than 1%.
(4) Includes 187,500 shares of Class A Common Stock issuable upon the exercise
of outstanding options. Excludes 4,458 shares of Class A Common Stock held
of record by the Company's 401(K) Plan for the benefit of Mr. Robert L.
Ayres, and with respect to such shares the trustees of such Plan have sole
voting power.
(5) Includes 84,375 shares of Class A Common Stock issuable upon exercise of
outstanding options. Excludes 2,606 shares of Class A Common Stock held of
record by the Company's 401(K) Plan for the benefit of Mr. Lewis H.
Aronson, and with respect to such shares the trustees of such Plan have
sole voting power.
(6) Includes 2,093 shares of Class A Common Stock held in trust for the benefit
of Mr. Gregory P. Bush's mother, and with respect to such shares, Mr.
Gregory P. Bush disclaims beneficial ownership. Includes 65,625 shares of
Class A Common Stock issuable upon exercise of outstanding options.
Excludes 1,517 shares of Class A Common Stock held of record by the
Company's 401(K) Plan for the benefit of Mr. Gregory P. Bush, and with
respect to such shares the trustees of such Plan have sole voting power.
Excludes shares of Class A Common Stock issuable upon conversion of shares
of Class B Common Stock beneficially owned by Mr. Gregory P. Bush. In
addition, excludes 33,280 shares of Class A Common Stock held in trust for
the benefit of Mr. Gregory P. Bush, and with respect to which, such shares
have been included in the total number of shares of Class A Common Stock
beneficially owned by Mr. Paul S. Bush. See Note (1) above.
(7) Includes 1,875 shares of Class B Common Stock held in trust for the benefit
of Mr. Gregory P. Bush's minor child, and with respect to such shares, Mr.
Gregory P. Bush disclaims beneficial ownership. Excludes 8,343 shares of
Class B Common Stock held in trust for the benefit of Mr. Gregory P. Bush
and with respect to which, such shares have been included in the total
number of shares of Class B Common Stock beneficially owned by Mr. Paul S.
Bush. See Note (2) above.
(8) Includes 15,938 shares of Class A Common Stock issuable upon the exercise
of outstanding options. Excludes 3,681 shares of Class A Common Stock held
of record by the Company's 401(K) Plan for the benefit of Mr. Donald F.
Hauck, and with respect to such shares the trustees of such Plan have sole
voting power. In addition, excludes 2,093 shares of Class A Common Stock
held in trust for the benefit of Mr. Gregory P. Bush's mother, and with
respect to such shares Mr. Hauck disclaims beneficial ownership.
3
<PAGE> 6
(9) Includes 560 shares of Class A Common Stock held as custodian by Mr. David
G. Messinger for his minor children, and with respect to such shares Mr.
Messinger disclaims beneficial ownership. Includes 131,250 shares of Class
A Common Stock issuable upon exercise of outstanding options. Excludes
4,605 shares of Class A Common Stock held of record by the Company's 401(K)
Plan for the benefit of Mr. Messinger, and with respect to such shares the
trustees of such Plan have sole voting power.
(10) Includes shares of Class A Common Stock issuable upon exercise of
outstanding options, as described in the Notes above. Includes shares of
Class A Common Stock beneficially owned by Mrs. Cynthia Howard Peterson,
the Company's Secretary. Excludes shares of Class A Common Stock issuable
upon conversion of outstanding shares of Class B Common Stock. In addition,
excludes shares held of record by the Company's 401(K) Plan, as described
in the Notes above.
(11) In calculating the percentage of shares of Class A Common Stock owned,
included in the total number of shares of Class A Common Stock outstanding
are the shares of Class A Common Stock issuable upon exercise of
outstanding options, as described in the foregoing Notes.
ELECTION OF DIRECTORS
Nine (9) Directors are to be elected for the ensuing year and until their
successors are duly elected and qualified. Three of such Directors will be Class
A Directors, elected by the holders of the Class A Common Stock, and six of such
Directors will be Class B Directors, elected by the holders of the Class B
Common Stock. If, at the time of election, any of the nominees should be
unavailable for election, a circumstance which is not expected by the Company,
it is intended that the proxies will be voted for such substitute nominee as may
be selected by the Company. Proxies not marked to the contrary will be voted for
the election of the following persons with respect to that Class of Common Stock
represented thereby. All of the nominees for election are standing for
re-election from the current term.
<TABLE>
<CAPTION>
NAME DIRECTOR POSITION WITH
AND AGE SINCE THE COMPANY
-------------------------- --------- -------------------------------------
<S> <C> <C>
NOMINEES FOR CLASS A DIRECTORS
Paul A. Benke (73) 1985 Director
Jerald D. Bidlack (59) 1985 Director
Robert E. Hallagan (51) 1993 Director
NOMINEES FOR CLASS B DIRECTORS
Paul S. Bush (58) 1965 Chairman of the Board, President,
Chief Executive Officer and Treasurer
Robert L. Ayres (51) 1988 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer and Director
Lewis H. Aronson (42) 1993 Vice President of Corporate
Development and Director
Gregory P. Bush (29) 1993 Vice President of Administration and
Director
Donald F. Hauck (51) 1981 Senior Vice President and Director
David G. Messinger (45) 1988 Senior Vice President of Sales and
Marketing and Director
</TABLE>
4
<PAGE> 7
Mr. Paul A. Benke has served as a Director of the Company since 1985. Mr.
Benke was elected President in January 1995 of the Roger Tory Peterson Institute
of Natural History, a not-for-profit environmental educational institution, and
has served as Executive Director of such Institute since 1991. From 1991 to
January, 1995, Mr. Benke was Executive Vice President of the Institute. Prior
thereto, from 1981 to 1991, he was President of Jamestown Community College.
From 1973 to 1981 he served with the Marine Products Group of AMF Incorporated,
a manufacturer of industrial and recreational products, in various managerial
capacities, including Vice President, Group Executive and Assistant to the
Executive Vice President for Leisure Products.
Mr. Jerald D. Bidlack has served as a Director of the Company since 1985.
Mr. Bidlack has been President of Griffin Automation, Inc., West Seneca, New
York since 1992, a designer and manufacturer of automation equipment. For more
than five years prior to 1992, he was Vice Chairman of Moog, Inc., East Aurora,
New York, a manufacturer of servocontrols, and President of its International
Group. He also serves as a Director of Graham Corporation of Batavia, New York.
Mr. Robert E. Hallagan has served as a Director of the Company since 1993.
Mr. Hallagan has been the President and Chief Executive Officer of Heidrick &
Struggles, Inc. since 1991. Heidrick & Struggles, Inc. is an international
executive search firm with more than 165 consultants in 31 offices worldwide.
Previous to joining Heidrick & Struggles in 1977, he was Executive Vice
President and Treasurer of the Boston Stock Exchange and of Hawthorne
Securities. Mr. Hallagan also serves on the Board of Directors of Corco, APT and
Citizens Mortgage Investment Company.
Mr. Paul S. Bush has been with the Company since it was founded in 1959. He
has been President and Chief Executive Officer since 1971 and Treasurer since
1991. Mr. Bush serves on the Board of Directors of the American Furniture
Manufacturers Association of High Point, North Carolina. He is the father of Mr.
Gregory P. Bush.
Mr. Robert L. Ayres joined the Company as Executive Vice President on
February 15, 1988. He has been Chief Operating and Chief Financial Officer since
July 1, 1991. He joined the Company after 22 years with Rockwell International
Corporation where he held several senior management positions in engineering,
manufacturing and administration with its Automotive Operations.
Mr. Lewis H. Aronson joined the Company as Vice President of Human
Resources on February 1, 1988. Since January, 1992, he has been Vice President
of Corporate Development. From July 1991 to January 1992 he was Vice President
of Organizational Development. He joined the Company after ten years with
Rockwell International Corporation, where he held a variety of Human Resource
management positions for its Automotive Operations.
Mr. Gregory P. Bush joined the Company on June 19, 1988 upon graduating
from the State University of New York, College at Fredonia with a Bachelors
Degree in Business Administration. He commenced his service as a Manufacturing
Supervisor, and was promoted to Manager of Group Packing in January 1989. He
became Director of Management Information Services in 1989, and was made Vice
President of that department in 1991. Mr. Gregory Bush has served as Vice
President of Administration since January 1, 1992. He is the son of Mr. Paul S.
Bush.
Mr. Donald F. Hauck has been employed by the Company since 1971. He has
held a variety of senior management positions with the Company. From 1986 to
1991 he was Chief Financial Officer. During 1986 he was Vice President of
Finance, during 1987 he was Executive Vice President of Administration, and from
1988 to 1991 he was Senior Vice President of Finance. From 1982 through 1993 he
served as Secretary of the Corporation, and since 1993 he has been Senior Vice
President.
5
<PAGE> 8
Mr. David G. Messinger has been Senior Vice President of Sales and
Marketing since January 1990, and previously was Senior Vice President of
Product/Process Development since January 1988. From 1986 to 1988 he was Vice
President of Engineering/Research/Development. From 1979 to 1986 he was Vice
President of Operations. From 1975 to 1979 he served as Manager of Manufacturing
Engineering and Director of Engineering of the Company.
MEETINGS OF THE BOARD OF DIRECTORS
AND INFORMATION REGARDING COMMITTEES
The Board of Directors has two standing committees, an Audit Committee and
a Compensation Committee. The Company does not have a Nominating Committee.
The Audit Committee is composed of Messrs. Paul A. Benke (Chairman), Jerald
D. Bidlack and Robert E. Hallagan. The duties of the Audit Committee include
recommending the engagement of independent auditors, reviewing and considering
actions of Management in matters relating to audit functions, reviewing with
independent auditors the scope and results of its audit engagement, reviewing
reports from various regulatory authorities, reviewing the system of internal
controls and procedures of the Company, and reviewing the effectiveness of
procedures intended to prevent violations of law and regulations. The Audit
Committee held two meetings in 1994.
The Compensation Committee is comprised of Messrs. Jerald D. Bidlack
(Chairman), Paul A. Benke and Robert E. Hallagan. The duties of the Compensation
Committee include recommending to the Board of Directors remuneration to be paid
to Executive Officers of the Company, determining the number of shares and
options to be awarded pursuant to the Company's stock plans, administering and
monitoring compensation, including administering the Company's Performance Bonus
Plan, and recommending the establishment of incentive and bonus programs for
executives of the Company. The Compensation Committee held two meetings in 1994.
The Board of Directors held three meetings in 1994. All Directors, except
Messrs. Hallagan and Hauck, attended at least 75% of the meetings of the Board
of Directors and Committees on which they served.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
All decisions on the compensation of the Company's Executive Officers are
made by the Compensation Committee of the Board of Directors (the "Committee").
Grants or awards of stock options or shares of the Company's Class A Common
Stock to Executive Officers are made solely by the Committee in compliance with
the requirements of Rule 16b-3, promulgated under the Securities Exchange Act of
1934.
The Company's executive compensation program is designed to help attract,
retain, and motivate the highly qualified personnel needed to ensure maximum
stockholder returns. To meet these goals, the Company has implemented a
compensation program with the following components:
- Base salaries that reflect the scope and responsibilities of the
position, as well as the skills, knowledge, experience, abilities, and
contributions of each individual executive.
- Short term incentives that are directly linked to the financial
performance of the Company.
- Long term incentives that balance the Executive Officer's short and long
term perspectives and provide rewards consistent with stockholder
returns.
6
<PAGE> 9
All decisions regarding individual compensation for the Company's Executive
Officers and executive compensation programs are reviewed, discussed, and
approved by the Committee and/or are recommended to the Board of Directors or
stockholders for approval, as appropriate. All compensation decisions are
determined following a detailed review and assessment of external competitive
data, the individual's contributions to the Company's success, any significant
changes in role or responsibility, and internal equity of pay relationships.
The competitiveness of the Company's total compensation
program -- incorporating base salaries, short term incentives, and long term
incentives -- is assessed regularly, and where appropriate, with the assistance
of outside compensation consultants. In general, the Committee intends that the
overall compensation level for the executive group should reflect competitive
levels of compensation for comparable positions in similarly sized manufacturers
of consumer durables over the long term.
The Company believes that Executive Officers should be rewarded for their
contribution to the financial success and profitability of the business, and as
such, in 1994, the Company implemented, with stockholder approval, a Performance
Bonus Plan. Under the Performance Bonus Plan, actual bonus amounts for each
Executive Officer are based on a formula which multiplies the Executive
Officer's base salary by the Company's pretax, pre-bonus profits as a percentage
of sales and a factor reflecting the Executive Officer's relative
responsibilities and ability to impact the Company's profits. All Executive
Officers, including the Chief Executive Officer, participate in the Performance
Bonus Plan. In addition, the Committee and the Board of Directors occasionally
approve special bonuses in recognition of extraordinary achievements that have
provided significant benefits to the stockholders of the Company.
The Company believes that it is essential to link executive and stockholder
interests. To meet this objective, the Company administers a stock option
program which provided grants at or above fair market value on a regular, though
not necessarily annual, basis to provide participants with an opportunity to
share in the Company's success. In determining stock option grants, the
Committee considers the externally competitive market, the past contributions of
the individual, the individual's ability to affect Company profitability, the
scope of the individual's responsibilities, and the need to retain the
individual's service over time. All Executive Officers, including the Chief
Executive Officer, are eligible to participate in this program. The Company is
also implementing, subject to stockholder approval as described herein, the
Company's 1995 Stock Plan, which is designed to supersede existing stock plans,
which expire pursuant to their terms during 1995.
1994 EXECUTIVE COMPENSATION
In 1994, to recognize and reward the continued achievements and
accomplishments of the Company, and to ensure long-term retention with the
Company, the base salaries for certain Executive Officers were increased. With
respect to Mr. Paul S. Bush, a base salary increase was foregone in recognition
of long term incentive opportunities previously afforded Mr. Bush. Mr. Paul
Bush's base salary has remained the same for the past four years, and it is the
Committee's recommendation that his base salary, as well as the base salaries of
certain other Executive Officers, remain the same for 1995.
Bonuses to all Executive Officers, including Mr. Paul S. Bush, are
primarily a function of payouts under the formula-based Company Performance
Bonus Plan, as described above. In special recognition of the Company's
performance over the past year, the Company awarded additional bonuses in 1994
to certain Executive Officers, including Mr. Paul S. Bush, which were used by
such persons, in part, to retire the remaining portion of outstanding loans made
by the Company to facilitate the purchase of stock previously issued to such
persons in 1991.
Jerald D. Bidlack, Chairman
Paul A. Benke
Robert E. Hallagan
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------------
AWARDS
---------------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
------------------------------------ UNDERLYING ------------
OTHER ANNUAL RESTRICTED OPTIONS/ LONG TERM
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS SARS INCENTIVE
PRINCIPAL POSITION YEAR ($) ($) ($) (1) ($) (#) (2) PAYOUTS ($)
------------------------------- ------- ------- ------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul S. Bush 1994 450,000 581,850 3,135 -- -- --
Chairman, President, 1993 450,000 459,000 6,915 -- 450,000 --
Chief Executive Officer,1992 450,000 258,681 9,161 -- -- --
Treasurer
Robert L. Ayres 1994 290,000 280,150 974 -- -- --
Exec. Vice President, 1993 260,000 170,450 3,452 -- 187,500 --
Chief Operating Officer,1992 264,231(5) 67,065 3,629 -- -- --
Chief Financial Officer
David G. Messinger 1994 200,000 150,850 137 -- -- --
Sr. Vice President-- 1993 175,000 89,250 855 -- 131,250 --
Sales & Marketing 1992 203,854(5) 47,425 1,267 -- -- --
Lewis H. Aronson 1994 160,000 103,440 196 -- -- --
Vice President-- 1993 132,000 71,597 1,224 -- 84,375 --
Corporate Development 1992 120,000 28,742 1,970 -- -- --
Donald F. Hauck 1994 80,500 12,930 86 -- -- --
Sr. Vice President 1993 116,981(5) 13,777 534 -- 15,938 --
1992 125,000 79,440 792 -- -- --
<CAPTION>
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION ($) (3) (4)
-------------------------- ------------
<S> <C>
Paul S. Bush 518,051(6)
Chairman, President, 421,322(6)
Chief Executive Officer, 310,958(6)
Treasurer
Robert L. Ayres 160,746(6)
Exec. Vice President, 97,398(6)
Chief Operating Officer, 37,605(6)
Chief Financial Officer
David G. Messinger 26,353
Sr. Vice President-- 26,207
Sales & Marketing 6,116
Lewis H. Aronson 34,010
Vice President-- 31,451
Corporate Development 2,400
Donald F. Hauck 13,837
Sr. Vice President 16,426
47,796(6)
<FN>
---------------
(1) Represents imputed income from non interest-bearing loans.
(2) As adjusted for the 5-for-4 stock split effectuated by the Company in the
form of a twenty-five percent dividend on January 20, 1995 and the 3-for-2
stock split effectuated by the Company in the form of a fifty percent
dividend on January 7, 1994.
(3) Includes Company contribution to the Savings and Retirement Plan (401 (K)).
In 1994, such contributions were $5,250 for Mr. Bush, $5,310 for Mr. Ayres,
$5,000 for Mr. Messinger, $4,200 for Mr. Aronson, and $2,415 for Mr. Hauck.
In 1993 such contributions were $6,965 for Mr. Bush, $6,837 for Mr. Ayres,
$5,244 for Mr. Messinger, $2,635 for Mr. Aronson, and $3,510 for Mr. Hauck.
In 1992, such contributions were $5,423 for Mr. Bush, $6,996 for Mr. Ayres,
$6,116 for Mr. Messinger, $2,400 for Mr. Aronson and $3,750 for Mr. Hauck.
Pursuant to the terms of the 401 (K) Plan, the Company contributes funds on
behalf of all eligible employees, a portion of which contributions are used
by the trustees of the 401 (K) Plan to purchase shares of the Company's
Class A Common Stock.
(4) Includes special bonuses awarded in 1994 and 1993 by the Company, a portion
of which was used to retire outstanding indebtedness to the Company. The
amount of such bonuses for 1994 were $210,139 for Mr. Bush, $113,894 for Mr.
Ayres, $21,353 for Mr. Messinger, $29,810 for Mr. Aronson and $11,422 for
Mr. Hauck. The amount of such bonuses for 1993 were $110,194 for Mr. Bush,
$60,019 for Mr. Ayres, $20,963 for Mr. Messinger, $28,816 for Mr. Aronson,
and $12,916 for Mr. Hauck.
(5) Includes compensation paid for forfeiture of accrued vacation of $34,231 to
Mr. Ayres, $38,854 to Mr. Messinger and $12,981 to Mr. Hauck.
(6) Includes premiums paid by the Company with respect to split-dollar life
insurance policies for Mr. Bush, Mr. Ayres and Mr. Hauck. The Company will
be reimbursed to the extent of the premiums paid, and expects to receive
such payments upon the earlier of the death of the participant, or November
1, 2002 for Mr. Bush, December 19, 2009 for Mr. Ayres, and June 29, 2003 for
Mr. Hauck. Premiums in 1994 were $302,662 for Mr. Bush and $41,542 for Mr.
Ayres. Mr. Hauck's policy is fully paid and no payments were made for Mr.
Hauck in 1994 and 1993. Premiums in 1993 were $304,163 for Mr. Bush and
$30,542 for Mr. Ayres. Premiums in 1992 were $305,535 for Mr. Bush, $30,609
for Mr. Ayres and $44,046 for Mr. Hauck.
</TABLE>
8
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS
SHARES VALUE YEAR-END (#)(1) AT FISCAL YEAR END $(000)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(1) $(000) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul S. Bush 6,929 125 112,500 337,500 341 1,023
Robert L. Ayres 3,261 57 18,750 168,750 57 511
David G. Messinger 1,630 29 13,125 118,125 40 358
Lewis H. Aronson 1,630 29 8,438 75,937 26 230
Donald F. Hauck 1,071 19 1,594 14,344 5 43
</TABLE>
---------------
(1) All shares have been adjusted for the 5-for-4 stock split effectuated by the
Company in the form of a twenty-five percent dividend on January 20, 1995.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid an annual fee of
$10,000 and a fee of $1,000 for each meeting of the Board of Directors and for
committee meetings not held in conjunction with Board meetings.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS
The Executive Officers named in the Summary Compensation Table have
employment agreements with the Company, which, except for the agreement with Mr.
Donald F. Hauck, provide for a rolling three-year term of employment. Mr.
Hauck's agreement expires on May 31, 1998. Effective as of January 1, 1995, the
base salaries payable on an annualized basis under the agreements are as
follows: Mr. Paul S. Bush $450,000; Mr. Robert L. Ayres $290,000; Mr. David G.
Messinger $200,000; Mr. Lewis H. Aronson $160,000; and Mr. Donald F. Hauck
$112,000. The agreements, other than Mr. Hauck's, also provide that upon
termination of an executive's employment due to disability, the executive will
receive the severance payments he would have received upon termination of his
employment by the Company without good cause, reduced by the benefits that he
may receive under any short term disability and long term disability plans
provided by the Company. In addition, in the case of Mr. Paul S. Bush and Mr.
Robert L. Ayres, the agreements provide for the continuation of their split
dollar life insurance arrangement with the Company, despite termination of their
employment by the Company without good cause, until they reach age 65.
Pursuant to the agreements, if the executive's employment with the Company
is terminated without good cause during the term of his agreement, the executive
will be entitled to severance pay equal to the compensation and benefits he
would have been paid, absent such termination, for a number of months specified
as follows: Mr. Paul S. Bush (36 months); Mr. Robert L. Ayres (36 months); Mr.
David G. Messinger (12 months); and Mr. Lewis H. Aronson (12 months). With
respect to Mr. Donald F. Hauck, if his employment is terminated without good
cause during the term of his employment agreement, Mr. Hauck will be entitled to
severance pay through May 31, 1998 if such termination occurs before May 31,
1997, and will be entitled to 12 months severance pay if such termination occurs
after May 31, 1997. Mr. Hauck's agreement also provides that termination of his
employment resulting from the sale or liquidation of the Company, or the
discontinuance of the Company's furniture manufacturing business, will be
considered a termination without good cause.
9
<PAGE> 12
Under each of the agreements, other than the agreement with Mr. Donald F.
Hauck, if the executive terminates his employment after a substantial adverse
alteration in the nature and status of the executive's responsibilities or
duties following a change in control of the Company (as defined in the
agreements), or if the Company terminates the executive's employment without
good cause following a change in control of the Company, the executive will be
entitled to severance pay equal to the compensation and benefits he would have
been paid during the next 36 months, or in the case of Mr. Bush, the next 48
months. The compensation payable to an executive upon a "change in control" will
be reduced, if necessary, to assure that the payments would not constitute
"excess parachute payments" under the Internal Revenue Code of 1986, as amended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee was an officer or employee of the
Company or of any of its subsidiaries during the prior year or was formerly an
officer of the Company or of any of its subsidiaries. None of the Executive
Officers of the Company have served on the Board of Directors or Compensation
Committee during the last fiscal year of any other entity, any of whose officers
served either on the Board of Directors of the Company or on the Compensation
Committee of the Company.
CERTAIN INDEBTEDNESS
The Company has loaned money to certain of its Executive Officers from time
to time on a non-interest bearing basis to facilitate the purchase of stock from
the Company, and for other reasons. Mr. Paul S. Bush was the only Executive
Officer named in the Company's Summary Compensation Table, with indebtedness in
excess of $60,000 outstanding at any time during 1994. The largest amount of
said indebtedness during 1994 for Mr. Bush was $136,225, and as of December 31,
1994, Mr. Bush owed the Company $47,485. Imputed interest on loans to named
Executive Officers is reflected in the Summary Compensation Table under the
column "Other Annual Compensation".
COMPARISON OF TOTAL STOCKHOLDER RETURN
The following graph sets forth total stockholder returns for the New York
Stock Exchange (which was included to reflect the fact that the Company
commenced trading on such Exchange on July 14, 1994), the American Stock
Exchange, the S&P Household Furnishings and Appliance Index, and the Company for
the five-year period beginning January 1, 1990 and ending January 1, 1995. Total
stockholder return for the graph assumes that $100 was invested at the beginning
of the period, and that all dividends were reinvested.
10
<PAGE> 13
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
AMERICAN NEW YORK S&P
MEASUREMENT PERIOD STOCK EX- BUSH INDUS- STOCK HOUSEHOLD
(FISCAL YEAR COVERED) CHANGE TRIES, INC. EXCHANGE FURNISHINGS
<S> <C> <C> <C> <C>
1/1/90 100.00 100.00 100.00 100.00
1/1/91 81.50 51.60 92.50 67.10
1/1/92 104.50 116.10 117.60 94.20
1/1/93 105.60 113.30 123.10 107.10
1/1/94 126.20 403.50 132.80 161.10
1/1/95 114.70 403.00 128.60 131.90
</TABLE>
The preceding sections entitled "Report of the Compensation Committee on
Executive Compensation" and "Comparison of Total Stockholder Return" do not
constitute soliciting material for purposes of Rule 14a-9 of the Securities and
Exchange Commission (the "Commission"), will not be deemed to have been filed
with the Commission for purposes of Section 18 of the Securities Exchange Act of
1934, and are not to be incorporated by reference into any other filing made by
the Company with the Commission.
PROPOSAL TO ADOPT THE COMPANY'S
1995 STOCK PLAN
The Board of Directors of the Company has proposed that the stockholders
approve the Company's 1995 Stock Plan (the "Plan"). The Plan is designed to
provide employees, directors, independent contractors and consultants of the
Company (the "Plan Participants") with an added incentive to provide their
services to the Company and to induce them to exert their maximum efforts toward
the Company's success. The Plan allows the Company to grant Incentive Stock
Options ("ISO's") (as defined under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code")), Non-Qualified Stock Options ("NQSO's"), not
intended to qualify under Section 422 of the Code, and shares of its Class A
Common Stock subject to certain restrictions (the "Restricted Stock") to the
Plan Participants. A copy of the proposed 1995 Stock Plan is attached as Exhibit
A and incorporated herein by reference. All stockholders are urged to carefully
review the attached Exhibit.
11
<PAGE> 14
The following is a summary of the terms of the Plan, and does not include
all of the detailed provisions of the Plan:
In accordance with the terms of the Plan, ISO's may be issued to employees
of the Company with an exercise price equal to the fair market value of a share
of Class A Common Stock on the date that the option is granted. In the case of a
stockholder who owns 10% or more of the voting stock of the Company, the
exercise price cannot be less than 110% of the fair market value of a share of
Common Stock as of the date of grant. The Company can also issue NQSO's under
the terms of the Plan, at an exercise price as determined by the Compensation
Committee.
The Plan will be administered by the Company's Compensation Committee. The
interpretation and construction by the Compensation Committee of any provision
of the Plan will be final and binding.
No option may be exercised more than ten years from the date of its grant,
unless otherwise required or provided at the time of grant. All options will be
non-assignable and non-transferable by the holder, except as otherwise provided
by will or by the laws of descent and distribution. The Plan provides for
adjustment in the number of shares of Class A Common Stock subject to each
outstanding option or the exercise price, or both, in the event of stock
dividends, recapitalizations, mergers, consolidations, or reorganizations.
No option granted under the Plan may be exercised during the first year
after the date of grant. Options granted under the Plan may be subject to a
vesting schedule, as determined as of the date of grant. The Plan provides for
an accelerated vesting in the event of a change in control and under certain
other circumstances. Options which have not been exercised must, unless
otherwise provided at the time of grant, be exercised within three months of
termination of employment or six months of death.
Shares of Restricted Stock may be awarded for such consideration and on
such terms as the Compensation Committee may determine. As long as the
restrictions remain in effect, the grantee cannot sell or transfer the shares,
but the grantee has all the other rights of a stockholder, including the right
to vote and to receive dividends. The grantee will forfeit the grantee's
Restricted Stock to the Company if the grantee's employment with the Company
terminates for any reason prior to the expiration of the restrictions.
Restrictions on the disposition of Restricted Stock will expire after two years
of continued employment or after such shorter or longer time period as
determined by the Compensation Committee. The Compensation Committee in its
discretion, however, may relax or remove restrictions. Notwithstanding the
above, if the grantee dies in service at least twelve months after the date of
an award of Restricted Stock, all restrictions on such shares will lapse
automatically.
A total of 250,000 shares of Class A Common Stock have been reserved for
issuance under the Plan, subject to adjustment pursuant to the terms of the
Plan. The number of options and/or shares of Restricted Stock which can be
awarded to any one person in a given year is 200,000.
FEDERAL INCOME TAX CONSEQUENCES
In accordance with the applicable provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), currently in effect, neither the receipt nor
the exercise of an ISO by an employee should result in recognition of income or
loss for federal income tax purposes. There may be an adjustment required for
alternative minimum tax purposes, in the year the ISO's are exercised equal to
the difference between the fair market value of the stock on the exercise date
and the exercise price.
Assuming an employee meets the employment requirements at the date of
exercise, no income is recognized by the employee until the stock acquired
pursuant to the exercise of an ISO is subsequently sold.
12
<PAGE> 15
This gain on the sale will qualify for long-term capital gain treatment if such
sale occurs at least two years after the grant of the ISO and one year after its
exercise ("holding period requirements").
If the holding period requirements are not met, there should be no tax
imposed on the participant until the sale of the Company's Class A Common Stock
received pursuant to the exercise of the ISO. Any gain realized, however, from
the sale of such stock will be taxed as ordinary income to the extent of the
difference between (a) the lesser of (i) the fair market value of the Company's
Class A Common Stock on the date of exercise or (ii) the amount realized from
such disposition, and (b) the exercise price. Any gain realized by the employee
in excess of this difference should be classified as capital gain, to be treated
as long or short term depending upon the period of time that the Common Stock
was held by the participant.
An individual who receives a NQSO or shares of Restricted Stock will
generally recognize ordinary income on the difference between the fair market
value of the Class A Common Stock on the exercise date or the date of vesting,
respectively, and the amount paid for the Class A Common Stock by the
participant. This gain per share of Class A Common Stock is treated as
compensation to the participant and is subject to income and employment tax
withholding. The adjusted basis in the Class A Common Stock equals the amount
paid for the Class A Common Stock plus any amount that was included as
compensation by the participant. The holding period of the stock for capital
gain purposes generally begins on the exercise date of the option or the date of
vesting of the Restricted Stock.
Generally, under the Code, assuming the holding period and employment
requirements are satisfied, no deduction will be allowed to the Company with
respect to the grant or the exercise of an ISO. The Company should be allowed a
deduction in the year that an NQSO is exercised, or restricted stock becomes
vested, to the extent that the person realizes ordinary income.
The affirmative vote of at least a majority of the outstanding shares of
Class A and Class B Common Stock voting as one class, after giving effect that
each holder of Class A Common Stock is entitled to one-tenth vote per share of
Class A Common Stock, and each holder of Class B Common Stock is entitled to one
vote per share of Class B Common Stock, is necessary for such approval. The
Board of Directors recommends voting in favor of the adoption of the 1995 Stock
Plan.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has retained, subject to stockholder ratification, Deloitte &
Touche LLP, as its independent public accountants for the fiscal year ending
December 30, 1995. Deloitte & Touche LLP (f/k/a Deloitte & Touche) has been the
independent accountants for the Company for the past eleven years and has no
financial interest, either direct or indirect, in the Company. A representative
of Deloitte & Touche LLP is expected to attend the Annual Meeting and to have an
opportunity to make a statement and/or respond to appropriate questions from
stockholders. If the stockholders do not ratify the appointment of Deloitte &
Touche LLP, as the Company's independent public accountants, the Board of
Directors will consider the selection of another accounting firm.
The vote of a majority of the shares of Class A and Class B Common Stock
represented at the Annual Meeting, voting as a single class, after giving effect
that each holder of Class A Common Stock is entitled to one-tenth vote per share
of Class A Common Stock, and each holder of Class B Common Stock is entitled to
one vote per share of Class B Common Stock, is required for the ratification of
Deloitte & Touche LLP, as the Company's independent public accountants. The
Board of Directors recommends a vote "FOR" the ratification of the appointment
of Deloitte & Touche LLP, as the Company's independent public accountants.
13
<PAGE> 16
CERTAIN TRANSACTIONS
The Company has entered into employment agreements with Paul S. Bush,
Robert L. Ayres, Lewis H. Aronson, Donald F. Hauck and David G. Messinger. See
"Executive Compensation -- Employment Contracts and Termination of Employment
and Change in Control Arrangements."
In December, 1994, the Company sold a house owned by the Company, located
near Little Valley, New York, to a sibling of Paul S. Bush for an aggregate
$128,000. The Company believes that the sale of the house was on no less
favorable terms to the Company than if the transaction was effectuated with a
third party.
In connection with the acquisition in 1991 of contingent shares of Class A
Common Stock under the Company's 1985 Stock Plan by certain Officers and
Directors of the Company, and which acquisition was conditioned upon such
persons maintaining an equity position in the Company, the Company provided non-
interest bearing loans, fully repayable to the Company, to certain Officers and
Directors. The loans were made to facilitate the purchase of shares of Class A
Common Stock from the Company by such Officers and Directors to satisfy the
equity ownership requirement of the contingent stock grant. In 1994, special
bonuses were awarded to such Officers and Directors, a portion of which was used
to satisfy the remaining balance due under such loans. See "Executive
Compensation -- Certain Indebtedness".
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's Officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during its 1994 fiscal year, all filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with except that Mr. Gregory P. Bush filed one report on Form 4 late,
evidencing one transaction by a trust, for which he serves as trustee.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
at the Company's next Annual Meeting must be received by the Company no later
than October 23, 1995 in order for them to be included in the proxy statement
and form of proxy relating to that meeting.
By Order of the Board of Directors
/s/ Cynthia Howard Peterson
Cynthia Howard Peterson,
Secretary
Jamestown, New York
March 29, 1995
14
<PAGE> 17
EXHIBIT A
BUSH INDUSTRIES, INC. 1995 STOCK PLAN
1. Purposes.
The BUSH INDUSTRIES, INC. 1995 STOCK PLAN (the "Plan") is intended to
provide the employees, directors, independent contractors and consultants of
Bush Industries, Inc. (the "Company") with an added incentive to provide their
services to the Company and to induce them to exert their maximum efforts toward
the Company's success. By thus encouraging employees, directors, independent
contractors and consultants and promoting their continued association with the
Company, the Plan may be expected to benefit the Company and its stockholders.
The Plan allows the Company to grant Incentive Stock Options ("ISOs") (as
defined in Section 422(b) of the Internal Revenue Code of 1986, as amended [the
"Code"]), Non-Qualified Stock Options ("NQSOs") not intended to qualify under
Section 422(b) of the Code (ISOs and NQSOs hereinafter collectively the
"Options"), and permits the Company to award shares of its Class A Common Stock
subject to restrictions ("Restricted Stock") to employees, directors,
independent contractors and consultants.
2. Shares Subject to the Plan.
The total number of shares of Class A Common Stock of the Company, $.10 par
value per share, that may be subject to Options granted under the Plan and the
total number of shares of Restricted Stock which may be awarded under the Plan
shall be 250,000 shares in the aggregate, subject to adjustment as provided in
Paragraph 8 hereunder. The Company shall at all times while the Plan is in force
reserve such number of shares of Class A Common Stock as will be sufficient to
satisfy the requirement of outstanding Options granted under the Plan. In the
event any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject thereto shall
again be available for the granting of Options or the awarding of Restricted
Stock under the Plan.
In a given fiscal year, the maximum number of Options and/or shares of
Restricted Stock that can be granted and/or awarded hereunder to a single person
shall be limited to 200,000 Options and/or shares of Restricted Stock, provided
that such limitation of 200,000 Options and/or shares of Restricted Stock is not
subject to upward adjustment by virtue of the effectuation by the Company of
stock dividends and/or stock splits. Further, such limitation shall not be
deemed exceeded in the event subsequent to the date of grant and/or award of any
shares of Restricted Stock or Options under the Plan, the Company effectuates a
stock split and/or stock dividend which results in an adjustment to the number
of shares and/or Options previously granted. The aforesaid limitation is
intended to comply with Section 162(m) of the Code. To the extent any provision
of the Plan or action by the Board of Directors or Committee, as hereinafter
defined, fails to comply with Section 162(m), it shall be deemed null and void
to the extent required by statute and to the extent deemed advisable by the
Board of Directors and/or such Committee.
3. Eligibility.
ISOs may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An Officer is an
employee for the above purposes. Shares of Restricted Stock may be awarded under
the Plan and/or NQSOs may be granted from time to time under the Plan to one or
more employees of the Company, Officers, members of the Board of Directors,
independent contractors, consultants and other individuals who
A-1
<PAGE> 18
are not employees of, but are involved in the continuing development and success
of the Company and/or of a subsidiary of the Company.
4. Administration of the Plan.
(a) The Plan shall be administered by a Compensation Committee of the Board
of Directors of the Company (the "Committee") comprised of at least two outside
directors (as described under Rule 16b-3, promulgated under the Securities
Exchange Act of 1934 [the "1934 Act"]), and in accordance with the requirement
of Section 162(m) of the Code, appointed by the Board of Directors of the
Company. Within the limits of the express provisions of the Plan, the Committee
shall have the authority, in its discretion, to determine the individuals to
whom, and the time or times at which, shares of Restricted Stock may be awarded
and/or Options shall be granted, the character of such Options (whether ISOs or
NQSOs), and the number of shares of Class A Common Stock to be subject to each
Option, and to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of
option agreements that may be entered into in connection with Options (which
need not be identical), subject to the limitation that option agreements
granting ISOs must be consistent with the requirements for the ISOs being
qualified as "incentive stock options" as provided in Section 422 of the Code,
and to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan. In making such determinations, the
Committee may take into account the nature of the services rendered by such
individuals, their present and potential contributions to the Company's success,
and such other factors as the Committee, in its discretion, shall deem relevant.
The Committee's determinations on the matters referred to in this Paragraph
shall be conclusive.
(b) Notwithstanding anything contained herein to the contrary, the
Committee shall have the exclusive right to grant Options to persons subject to
Section 16 of the 1934 Act and set forth the terms and conditions thereof. With
respect to persons subject to Section 16 of the 1934 Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3, as
amended from time to time (and its successor provisions, if any), under the 1934
Act. To the extent any provision of the Plan or action by the Board of Directors
or Committee fails to so comply, it shall be deemed null and void to the extent
required by law and to the extent deemed advisable by the Board of Directors
and/or such Committee.
5. Terms of Options.
Within the limits of the express provisions of the Plan, the Committee may
grant either ISOs or NQSOs. An ISO or an NQSO enables the optionee to purchase
from the Company, at any time during a specified exercise period, a specified
number of shares of Class A Common Stock at a specified price (the "Option
Price"). The character and terms of each Option granted under the Plan shall be
determined by the Committee consistent with the provisions of the Plan,
including the following:
(a) An Option granted under the Plan must be granted within 10 years from
the date the Plan is adopted, or the date the Plan is approved by the
stockholders of the Company, whichever is earlier.
(b) The Option Price of the shares of Class A Common Stock subject to each
ISO shall not be less than the fair market value of such shares of Class A
Common Stock as of the time such ISO is granted. Such fair market value shall be
determined by the Committee and if the shares of Class A Common Stock are listed
as of such date on the New York Stock Exchange, the fair market value shall be
the closing price on such date. If the shares are not then listed on the New
York Stock Exchange, and if the shares of Class A Common Stock are then listed
on any other national securities exchange or traded on the over-the-counter
market, the fair market value shall be the closing price on such exchange, or
the mean of the closing bid and asked prices of the shares of Class A Common
Stock on the over-the-counter market, as reported by the National Association
A-2
<PAGE> 19
of Securities Dealers Automated Quotation System (NASDAQ), the National
Association of Securities Dealers OTC Bulletin Board or the National Quotation
Bureau, Inc., as the case may be, on the day on which the Option is granted or,
if there is no closing price or bid or asked price on that day, the closing
price or mean of the closing bid and asked prices on the most recent day
preceding the day on which the Option is granted for which such prices are
available. If an ISO is granted to any individual who, immediately before the
ISO is to be granted, owns (directly or through attribution) more than 10% of
the total combined voting power of all classes of capital stock of the Company
or a subsidiary or parent of the Company, the Option Price of the shares of
Class A Common Stock subject to such ISO shall not be less than 110% of the fair
market value per share of the shares of Class A Common Stock at the time such
ISO is granted.
(c) The Option Price of the shares of Class A Common Stock subject to an
NQSO granted pursuant to the Plan shall be determined by the Committee, in its
sole discretion.
(d) In no event shall any Option granted under the Plan have an expiration
date later than 10 years from the date of its grant, and all Options granted
under the Plan shall be subject to earlier termination as expressly provided in
Paragraph 6 hereof. If an ISO is granted to any individual who, immediately
before the ISO is granted, owns (directly or through attribution) more that 10%
of the total combined voting power of all classes of capital stock of the
Company or of a subsidiary or parent of the Company, such ISO shall by its terms
expire and shall not be exercisable after the expiration of five (5) years from
the date of its grant.
(e) Unless otherwise provided in any option agreement under the Plan, an
Option granted under the Plan shall become exercisable, in whole at any time or
in part from time to time, but in no case may an Option (i) be exercised as to
less than one hundred (100) shares of Class A Common Stock at any one time, or
the remaining shares of Class A Common Stock covered by the Option if less than
one hundred (100), and (ii) become fully exercisable more than ten years from
the date of its grant. Notwithstanding anything contained herein to the
contrary, and except as otherwise provided for herein, no Options shall be
exercisable until one year after the date of grant.
(f) An Option granted under the Plan shall be exercised by the delivery by
the holder thereof to the Company at its principal office (to the attention of
the Secretary) of written notice of the number of full shares of Class A Common
Stock with respect to which the Option is being exercised, accompanied by
payment in full, in cash or by certified or bank check payable to the order of
the Company, of the Option Price of such shares of Class A Common Stock, or, at
the discretion of the Committee, by the delivery of unexercised Options and/or
shares of Class A Common Stock having a fair market value equal to the Option
Price, or at the option of the Committee, by a combination of cash and such
unexercised Options and/or shares (subject to the restriction above) held by an
optionee that have a fair market value together with such cash that shall equal
the Option Price, and, in the case of a NQSO, at the discretion of the Committee
by having the Company withhold from the shares of Class A Common Stock to be
issued upon exercise of the Option that number of shares having a fair market
value equal to the tax withholding amount due, or otherwise provide for
withholding as set forth in Paragraph 10(c) hereof. The Option Price may also be
paid in full by a broker-dealer to whom the optionee has submitted an exercise
notice consisting of a fully endorsed Option, or through any other medium of
payment as the Committee, in its discretion, shall authorize.
(g) The holder of an Option shall have none of the rights of a stockholder
with respect to the shares of Class A Common Stock covered by such holder's
Option until such shares of Class A Common Stock shall be issued to such holder
upon the exercise of the Option.
(h) All Options granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, and any Option granted
under the Plan may be exercised during the lifetime of the holder thereof only
by the holder. No Option granted under the Plan shall be subject to execution,
attachment or other process.
A-3
<PAGE> 20
(i) The aggregate fair market value, determined as of the time any ISO is
granted and in the manner provided for by Subparagraph (b) of this Paragraph 5,
of the shares of Class A Common Stock with respect to which ISOs granted under
the Plan are exercisable for the first time during any calendar year and under
incentive stock options qualifying as such in accordance with Section 422 of the
Code granted under any other incentive stock option plan maintained by the
Company or its parent or subsidiary corporations, shall not exceed $100,000. Any
grant of Options in excess of such amount shall be deemed a grant of a NQSO.
6. Death, Termination of Employment, or Disability.
(a) Except as otherwise provided herein, upon termination of employment or
retention with the Company, a holder of an Option under the Plan may exercise
such Options to the extent such Options were exercisable as of the date of
termination at any time within three (3) months after the date of such
termination, subject to the provisions of Subparagraph (c) of this Paragraph 6.
For purposes hereof, termination of employment shall include termination due to
retirement or the permanent disability of the optionee. Notwithstanding anything
contained herein to the contrary, any options granted hereunder to an optionee
and then outstanding shall immediately terminate in the event the optionee is
convicted of a felony committed against the Company, and the provisions of this
Subparagraph (a) shall not be applicable thereto. In addition, and anything
contained herein to the contrary notwithstanding, the term during which an
optionee may exercise Options subsequent to the date of termination may, in the
Committee's discretion, be modified, subject to applicable law and regulation,
from the term specified above, as of the date of grant and as specified in an
option agreement evidencing the grant of Options under the Plan.
(b) If the holder of an Option granted under the Plan dies (i) while
employed by the Company or a subsidiary or parent corporation or (ii) within
three (3) months after the termination of such holder's employment, such Options
may, subject to the provisions of subparagraph (c) of this Paragraph 6, be
exercised by a legatee or legatees of such Option under such individual's last
will or by such individual's personal representatives or distributees at any
time within six (6) months after the individual's death, to the extent, except
as otherwise provided herein, such Options were exercisable as of the date of
death or date of termination of employment, whichever date is earlier.
(c) An Option may not be exercised pursuant to this Paragraph 6 except to
the extent that the holder was entitled to exercise the Option at the time of
termination of employment or death, and in any event may not be exercised after
the original expiration date of the Option.
(d) Notwithstanding anything in this Plan to the contrary, any Options
granted hereunder and then outstanding shall become immediately exercisable in
full in the event the optionee's employment with the Company is terminated by
the Company subsequent to the consummation of a tender offer or exchange offer
made by any "person" within the meaning of Section 14(d) of the 1934 Act or
subsequent to a Change in Control, as defined below, provided however, that if
in the opinion of counsel to the Company the immediate exercisability of such
Options when taken into consideration with all other "parachute payments" as
defined in Section 280G of the Code would result in an "excess parachute
payment" as defined in such Section, as well as an excise tax imposed by Section
4999 of the Code, such Options shall not become immediately exercisable, except
as and to the extent the Committee, in its sole discretion shall otherwise
determine, and which determination by the Committee shall be based solely upon
maximizing the after-tax benefits to be received by any such optionee, and
provided further, that this Subparagraph (d) shall not operate to make any
Option exercisable within one year after the grant thereof. For purposes of this
Subparagraph, a "Change in Control" shall have occurred if:
A-4
<PAGE> 21
(1) any "person" within the meaning of Section 14(d) of the 1934 Act
becomes the "beneficial owner" as defined in Rule 13d-3 thereunder,
directly or indirectly, of more than 20% of the Company's Common Stock
(other than a person owning in excess of such amount on September 1, 1992),
(2) any "person" acquires by proxy or otherwise the right to vote more
than 20% of the Company's Common Stock for the election of Directors (other
than a person owning in excess of such amount on September 1, 1992), other
than solicitation of proxies by the Incumbent Board (as hereinafter
defined), for any merger or consolidation of the Company or for any other
matter or question,
(3) during any two-year period, individuals who constitute the Board
of Directors of the Company (the "Incumbent Board") as of the beginning of
the period cease for any reason to constitute at least a majority thereof,
provided that any person becoming a Director during such period whose
election or nomination for election by the Company's stockholders was
approved by a vote of at least three quarters of the Incumbent Board
(either by specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for Director without
objection to such nomination) shall be, for purposes of this clause (3),
considered as though such person were a member of the Incumbent Board.
(4) the Company's stockholders have approved the sale of all or
substantially all of the assets of the Company.
(e) In addition, and notwithstanding anything contained herein to the
contrary, in the event an optionee dies during such time as the optionee is
employed by the Company, then fifty percent (50%) of any outstanding Options
which have not vested and are not exercisable by the optionee as of the date of
death shall be automatically deemed vested and exercisable by the optionee's
estate and/or his legatees in accordance with Subparagraph 6(b) hereof.
7. Leave of Absence.
For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to reemployment is guaranteed either by statute or by
contract.
8. Adjustment Upon Changes in Capitalization.
(a) In the event that the outstanding shares of Class A Common Stock are
hereafter changed by reason of recapitalization, reclassification, stock split,
combination or exchange of shares of Class A Common Stock or the like, or by the
issuance of dividends payable in shares of Class A Common Stock, an appropriate
adjustment shall be made by the Committee, in the aggregate number of shares of
Class A Common Stock available under the Plan, in the number of shares of Class
A Common Stock issuable upon exercise of outstanding Options, and the Option
Price per share. In the event of any consolidation or merger of the Company with
or into another company, or the conveyance of all or substantially all of the
assets of the Company to another company, each then outstanding Option shall
upon exercise thereafter entitle the holder thereof to such number of shares of
Class A Common Stock or other securities or property to which a holder of shares
of Class A Common Stock of the Company would have been entitled to upon such
consolidation, merger or conveyance; and in any such case appropriate
adjustment, as determined by the Committee shall be made as set forth above with
respect to any future changes in the capitalization of the Company or its
successor entity. In the event of the proposed dissolution or liquidation of the
Company, all outstanding Options under the Plan will automatically terminate,
unless otherwise provided by the Board of Directors of the Company or any
authorized committee thereof.
A-5
<PAGE> 22
(b) Any adjustment in the number of shares of Class A Common Stock shall
apply proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Class A Common Stock would result from any
such adjustment, the adjustment shall be revised to the next higher whole number
of shares of Class A Common Stock.
9. Restricted Stock Awards.
(a) The Committee may, from time to time, award its employees, Officers,
Directors, independent contractors and/or consultants shares of Restricted Stock
subject to the restrictions herein set forth and such other restrictions as the
Committee shall determine.
(b) The Committee shall select the persons to whom shares of Restricted
Stock are to be awarded and shall determine the number of shares of Restricted
Stock to be awarded to each.
(c) Shares of Restricted Stock may be awarded for such consideration as the
Committee shall determine, and may be awarded for no or a nominal amount of
money or other property. If an award is in the form of a sale, the terms and
conditions of sale shall be determined by the Committee. Shares of Restricted
Stock may be sold at a purchase price which is less than fair market value (as
determined in good faith by the Committee) on the date of sale and may be paid
for, subject to the applicable law and regulation, in whole or in part, by a
promissory note, which may be secured or unsecured and which may be non-recourse
to the maker.
(d) The award of shares of Restricted Stock, including the restrictions
thereon, shall be evidenced by a written instrument in such form and upon such
terms and conditions as the Committee shall determine and, unless otherwise
provided in any such written instrument, as are consistent with the following
provisions of the Plan:
(i) If the recipient of the shares of Restricted Stock is an employee
or independent contractor or consultant and such employment or retention
with or by the Company terminates for any reason before the second
anniversary of the date shares of Restricted Stock are awarded to such
person (or such longer or shorter period as shall be specified in any
written instrument ordering the same), such person shall forfeit any and
all rights in and to the shares of Restricted Stock; provided, however,
that, if such employee, independent contractor or consultant dies while
employed or retained with or by the Company, and more than twelve months
after the date on which the shares of Restricted Stock were awarded to him
have elapsed, the foregoing restriction shall be deemed to have lapsed
immediately prior to death, and provided further, that any such
restrictions shall be deemed to have lapsed immediately if there is a
termination of employment by the Company due to a change in control, as
defined in Paragraph 6(d) hereto and such lapse of restrictions is not
deemed an excess parachute payment, as provided thereunder.
(ii) Shares of Restricted Stock may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will
or the laws of descent and distribution, for the period specified in or in
accordance with Subparagraph 9(d)(i) hereof, and except in accordance with
applicable laws and regulations. Any attempted sale, assignment, transfer,
pledge, hypothecation or other disposition in contravention of the
foregoing shall be null and void and without effect.
(iii) Shares of Restricted Stock will be issued in the name of the
recipient, but will be held by the Company for the account of the
recipient, (together with a blank stock power which the recipient shall
execute and deliver to the Company), subject to all of the terms and
conditions of the Plan, for the period specified in or in accordance with
Subparagraph 9(d)(i) hereof.
A-6
<PAGE> 23
(iv) Except as otherwise provided herein and in the instrument
evidencing the award of shares of Restricted Stock, the recipient shall
have all rights of a stockholder with respect to shares of Restricted Stock
issued in his name, including the right to vote and receive dividends and
other distributions.
(v) Notwithstanding anything to the contrary herein, the Committee, in
its sole discretion, may at any time and from time to time, relax or remove
any restrictions on shares of Restricted Stock if it determines that the
performance of the recipient thereof warrants such action or that such
action is in the best interest of the Company.
(vi) If, as a result of a change in the capitalization of the Company,
as set forth in Paragraph 8 hereto, a person as owner of shares of
Restricted Stock receives or shall be entitled to receive new or additional
or different shares of stock or securities (other than rights or warrants
to purchase securities) ("Adjustment Shares"), the certificates
representing the Adjustment Shares (together with a blank stock power
executed by the such person) shall be delivered to and held by the Company,
subject to all of the terms and conditions of the Plan, for the period
specified in or in accordance with Subparagraph 9(d)(i) hereof. Any
Adjustment Shares shall be "Restricted Stock" for all purposes of the Plan,
subject to the same restrictions as the shares of Restricted Stock to which
they relate. If such person shall receive rights or warrants with respect
to any shares of Restricted Stock or any Adjustment Shares, such rights or
warrants may be held, exercised, sold or otherwise disposed of by such
person, and any shares or other securities acquired by such person as a
result of the exercise of such rights or warrants likewise may be held,
sold, or otherwise disposed of by such person, free and clear of any
restrictions.
10. Further Conditions of Exercise.
(a) Unless the shares of Class A Common Stock issuable upon the exercise of
an Option or unless the shares of Restricted Stock to be awarded under the Plan
have been registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, prior to the exercise of the Option or the
issuance of the shares of Restricted Stock, an optionee or a person receiving a
grant of shares of Restricted Stock must represent in writing to the Company
that such shares of Class A Common Stock are being acquired for investment
purposes only and not with a view towards the further resale or distribution
thereof, and must supply to the Company such other documentation as may be
required by the Company, unless in the opinion of counsel to the Company such
representation, agreement or documentation is not necessary to comply with said
Act.
(b) The Company shall not be obligated to deliver any shares of Class A
Common Stock until they have been listed on each securities exchange on which
the shares of Class A Common Stock may then be listed or until there has been
qualification under or compliance with such state or federal laws, rules or
regulations as the Company may deem applicable. The Company shall use reasonable
efforts to obtain such listing, qualification and compliance.
(c) The Committee may make such provisions and take such steps as it may
deem necessary or appropriate for the withholding of any taxes that the Company
is required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with the
exercise of any Option, including, but not limited to, (i) the withholding of
delivery of shares of Class A Common Stock upon exercise of Options until the
holder reimburses the Company for the amount the Company is required to withhold
with respect to such taxes, (ii) the cancelling of any number of shares of Class
A Common Stock issuable upon exercise of such Options in an amount sufficient to
reimburse the Company for the amount it is required to so withhold, or (iii)
withholding the amount due from any such person's wages or compensation due such
person.
A-7
<PAGE> 24
11. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board of Directors, or the date the Plan is approved by the stockholders of the
Company, or such date of termination, as hereinafter provided, and no Option
shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company voting as a single class, and entitled to vote
thereon.
(c) The Board of Directors of the Company may at any time, prior to ten
(10) years from the earlier of the date of the adoption of the Plan by such
Board of Directors or the date the Plan is approved by the stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company, voting as
a single class, and entitled to vote thereon, increase (except as provided by
Paragraph 8) the maximum number of shares of Class A Common Stock as to which
Options or shares of Restricted Stock may be granted under the Plan, materially
change the standards of eligibility under the Plan or materially increase the
benefits which may accrue to participants under the Plan. Any amendment to the
Plan which, in the opinion of counsel to the Company, will be deemed to result
in the adoption of a new Plan, will not be effective until approved by the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company, voting as a single class, and entitled to vote
thereon.
(d) No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option or shares of Restricted Stock
without the consent of the individual to whom such Option or shares of
Restricted Stock shall have been previously granted and/or awarded.
12. Effective Date of the Plan.
The Plan shall become effective upon adoption by the Board of Directors of
the Company. The Plan shall be subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.
13. Not a Contract of Employment.
Nothing contained in the Plan or in any option agreement executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted hereunder or to whom shares of Class A Common Stock are awarded
hereunder any right to remain in the employ of the Company or of a subsidiary or
parent of the Company or in any way limit the right of the Company, or of any
parent or subsidiary thereof, to terminate the employment of any employee, or to
terminate any other relationship with an Optionee, including that of independent
contractor or consultant. Notwithstanding anything contained herein to the
contrary, and except as otherwise provided at the time of grant, all references
hereunder to termination of employment shall with respect to consultants and
independent contractors mean the termination of retention of their services with
or for the Company.
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<PAGE> 25
14. Other Compensation Plans.
The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.
A-9
<PAGE> 26
ANNUAL MEETING OF STOCKHOLDERS
OF
BUSH INDUSTRIES, INC.
Thursday, May 18, 1995
10:00 A.M.
The Company's Offices
One Mason Drive
Jamestown, NY 14702-0460
<PAGE> 27
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED CLASS A COMMON STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE FOLLOWING PROPOSALS:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS PAUL A. BENKE, JERALD D. BIDLACK, ROBERT E. HALLAGAN
FOR all nominees WITHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write
listed (except as AUTHORITY that nominee's name in the space provided below.)
marked to the to vote for all
contrary). nominees listed. ____________________________________________________________________________
/ / / /
2. PROPOSAL TO ADOPT THE COMPANY'S 3. PROPOSAL TO RATIFY THE APPOINTMENT OF TO ACT UPON SUCH OTHER MATTER
1995 STOCK PLAN. DELOITTE & TOUCHE LLP, TO ACT AS THE COMPANY'S OR MATTERS WHICH MAY PROPERLY
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL COME BEFORE THE MEETING OR ANY
YEAR ENDED DECEMBER 30, 1995. ADJOURNMENT OR ADJOURNMENTS
THEREOF.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / / / / / / / /
This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name
appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary
capacity should so indicate. If share are held by joint tenants or as community property, both
must sign.
Dated:__________________________________________________________________________________, 1995
______________________________________________________________________________________________
Signature
______________________________________________________________________________________________
Signature
</TABLE>
<PAGE> 28
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
BUSH INDUSTRIES, INC.
P.O. Box 460
One Mason Drive, Jamestown, NY 14702-0460
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BUSH
INDUSTRIES, INC.
The undersigned hereby appoints Paul S. Bush and Robert L. Ayres as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either of them to represent and to vote, as designated hereon, all the shares
of Class A Common Stock of Bush Industries, Inc. held of record by the
undersigned on March 24, 1995 at the Annual Meeting of Stockholders to be held
on May 18, 1995, at 10:00 a.m., or any adjournment(s) thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE ADOPTION OF THE
COMPANY'S 1995 STOCK PLAN AND FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP, AS
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID PROXIES DEEM
ADVISIABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
