SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Park Electrochemical Corp.
(Name of Registrant as Specified in Its Charter)
Park Electrochemical Corp.
(Name of Person(s) Filing Proxy Statement
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), 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 transactions 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 no.:
(3) Filing party:
(4) Date filed:
PARK ELECTROCHEMICAL CORP.
_______________
Notice of Annual Meeting of Shareholders
July 12, 1994
_______________
The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP. (the "Company") will be held at The Chase Manhattan Bank, One
Chase Manhattan Plaza, New York, New York on July 12, 1994, at 10:00
o'clock A.M., New York time, for the purpose of considering and
acting upon the following:
1. The election of six (6) directors, to serve
until the next annual meeting of shareholders
and until their successors are elected and
qualified.
2. The transaction of such other business as may
properly come before the meeting.
Only holders of record of Common Stock at the close of
business on May 24, 1994 will be entitled to notice of, and to vote
at, the meeting or any adjournment thereof.
By Order of the Board of Directors,
Jerry Shore,
Chairman of the Board
Dated: May 27, 1994
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE
MEETING. IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED.
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
__________________
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 12, 1994
__________________
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors ("Board") of Park Electrochemical
Corp. (the "Company") of proxies with respect to the Annual Meeting of
Shareholders of the Company to be held on July 12, 1994, and any
adjournment thereof ("Meeting"). Any shareholder giving such a proxy (the
form for which is enclosed with this Proxy Statement) has the power to
revoke the same at any time before it is voted by delivering written
notice of such revocation to the Secretary of the Company. All expenses
in connection with the solicitation of these proxies will be borne by the
Company. Proxies may be solicited by certain officers and employees of
the Company by mail, telephone, telegraph, facsimile transmission or
personal interview.
This Proxy Statement and the accompanying form of proxy are being
mailed on or about May 27, 1994 to all shareholders of record as of the
close of business on May 24, 1994.
VOTING SECURITIES
At May 24, 1994, the outstanding voting securities of the Company
consisted of 5,371,108 shares of Common Stock, $.10 par value, of the
Company ("Common Stock"), each share of which, held of record at the close
of business on May 24, 1994, is entitled to one vote. Presence in person
or by proxy of holders of a majority of the outstanding shares of Common
Stock will constitute a quorum for the transaction of business at the
Meeting. At May 24, 1994, all executive officers and directors of the
Company as a group beneficially owned an aggregate of 1,025,673 shares of
Common Stock (including options to purchase an aggregate of 100,130
shares), constituting approximately 18.7% of the outstanding shares of
Common Stock (giving effect to the exercise of such options). At May 24,
1994, no executive officer or director of the Company owned any of the
Company's 7 1/4% Convertible Subordinated Debentures due June 15, 2006
("Debentures").
The following table sets forth information at May 24, 1994 with
respect to each person (including any "group" of persons as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) who is known to the Company to be the beneficial owner of more
than 5% of the Common Stock:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title Name and Address Beneficial of
of Class of Beneficial Owner Ownership Class
<S> <C> <C> <C>
Common Stock............Jerry Shore 926,086 (1) 17.0%
5 Dakota Drive
Lake Success, NY 11042
</TABLE>
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Title Name and Address Beneficial of
of Class of Beneficial Owner Ownership Class
<S> <C> <C> <C>
Common Stock............Dimensional Fund 332,200 (2) 6.2%
Advisors Inc.
1299 Ocean Avenue
Suite 650
Santa Monica, CA 90401
Common Stock............FMR Corp. 532,124 (3) 9.0%
Fidelity Management & Research
Company
Fidelity Convertible Securities
Fund
Edward C. Johnson 3rd
82 Devonshire Street
Boston, MA 02109
Common Stock............Merrill Lynch & Co., Inc. 301,835 (4) 5.3%
Merrill Lynch Group, Inc.
Princeton Services, Inc.
World Financial Center,
North Tower
250 Vesay Street
New York, NY 10281
Common Stock............Mitchell Hutchins Institutional 369,600 (5) 6.9%
Investors, Inc.
1285 Avenue of the Americas
New York, NY 10019
Common Stock............The Capital Group, Inc. 338,600 (6) 6.3%
Capital Research and
Management Company
333 South Hope Street
Los Angeles, CA 90071
_____________________
<FN>
(1) This amount (a) includes 70,000 shares of Common Stock which Jerry
Shore may acquire pursuant to options, and (b) excludes 56,205
shares owned by a member of Jerry Shore's family. Jerry Shore
disclaims beneficial ownership of the shares described in clause (b)
of this footnote.
(2) Information based on Schedule 13G of Dimensional Fund Advisors Inc.
("Dimensional"), as amended February 9, 1994. According to the
aforesaid document, (i) Dimensional had sole power to dispose of all
332,200 shares of Common Stock, (ii) Dimensional had sole power to
vote 200,850 shares of Common Stock and (iii) officers of DFA
Investment Dimensions Group Inc. and the Investment Trust Company,
open-end investment companies registered under the Investment
Company Act of 1940 and having common officers with Dimensional, had
sole power to vote 131,350 shares of Common Stock.
<FN>
(3) Information based on joint Schedule 13G of FMR Corp., Fidelity
Management & Research Company ("Fidelity"), Fidelity Convertible
Securities Fund ("Fidelity Fund") and Edward C. Johnson 3rd, as
amended March 31, 1994. According to the aforesaid document, FMR
Corp. and its wholly owned subsidiary, Fidelity, an investment
adviser registered under the Investment Advisers Act of 1940, and
Fidelity Fund, an investment company registered under the Investment
Company Act of 1940, each had sole power to dispose of all 532,124
shares issuable upon conversion of $11,015,000 principal amount of
Debentures owned by the Fidelity Fund as a result of Fidelity's
acting as investment adviser to the Fidelity Fund, and Edward C.
Johnson 3rd, Chairman of FMR Corp. and owner of 34% of the
outstanding voting common stock of FMR Corp., also had sole power to
dispose of all such shares. (The percent of class computation
assumes that such persons have not converted any of such Debentures
to Common Stock subsequent to the date of such Schedule 13G, as
amended.)
(4) Information based on joint Schedule 13G of Merrill Lynch & Co., Inc.
("ML & Co."), Merrill Lynch Group, Inc. ("ML Group") and Princeton
Services, Inc. ("PSI"), dated February 14, 1994. According to the
aforesaid document, ML & Co., ML Group, a wholly owned subsidiary of
ML & Co., and PSI, a wholly owned subsidiary of ML Group, shared the
power to vote and dispose of 301,835 shares of Common Stock issuable
upon conversion of $6,248,000 principal amount of Debentures as a
result of PSI's control, as general partner, of Merrill Lynch Asset
Management, L.P. and Fund Asset Management, L.P., investment
advisers to two investment companies which owned such Debentures.
(The percent of class computation assumes that such persons have not
converted any of such Debentures to Common Stock subsequent to the
date of such Schedule 13G.)
(5) Information based on Schedule 13G of Mitchell Hutchins Institutional
Investors Inc. ("Mitchell"), as amended February 7, 1994. According
to the aforesaid document, Mitchell shared the power to vote and
dispose of all of such 369,600 shares.
(6) Information based on joint Schedule 13G of The Capital Group, Inc.
("Capital Group") and Capital Research and Management Company
("Capital Research"), as amended February 11, 1994. According to
the aforesaid document, (i) Capital Research, a registered
investment adviser and a subsidiary of Capital Group, had sole power
to dispose of all of such 338,600 shares, (ii) neither Capital Group
nor Capital Research had the power to vote any of such 338,600
shares and (iii) both Capital Group and Capital Research disclaimed
beneficial ownership of all of such 338,600 shares pursuant to Rule
13d-4 of the Securities Exchange Act of 1934, as amended.
</TABLE>
For information with respect to the beneficial ownership of shares
by each director and each nominee for director of the Company, see
"Election of Directors" below.
ELECTION OF DIRECTORS
The Board to be elected at the Meeting consists of six (6)
members. Proxies will be voted in accordance with their terms and, in
the absence of contrary instructions, for the election as directors of
the nominees whose names appear in the following table, to serve for the
ensuing year and until their successors are elected and qualified.
Should any of the nominees not remain a candidate at the time of the
Meeting (a situation which is not now anticipated), proxies solicited
hereunder will be voted in favor of those nominees who do remain as
candidates and may be voted for substituted nominees. The six nominees
who receive a plurality of the votes cast at the Meeting in person or by
proxy shall be elected. Each of the nominees is presently a member of
the Board.
<TABLE>
<CAPTION>
Principal Occupation; Shares of Common
Positions and Offices Stock Beneficially
with the Company; Director Owned at May 24, 1994
Name Other Directorships Age Since Number Percent of Class
<S> <C> <C> <C> <C> <C>
Anthony Chiesa..... Former Vice President 73 1954 37,500 Less than 1%
of the Company
Lloyd Frank........ Partner, Parker Chapin 68 1985 1,000 Less than 1%
Flattau & Klimpl, New
York City; director of
Grow Group, Inc. and
Metro-Tel Corp.
Norman M. Schneider Business Consultant; 83 1981 4,837 Less than 1%
director of Toys "R"
Us, Inc. and Datascope
Corp.
Brian E. Shore... Executive Vice President 42 1983 9,427(1) Less than 1%
of the Company
Jerry Shore...... Chairman of the Board, 68 1954 926,086(2) 17.0%
Chief Executive Officer
and President of the
Company
E. Philip Smoot.. Executive Vice President 56 1988 35,380(3) Less than 1%
of the Company
_________________
<FN>
(1) This amount includes 7,125 shares of Common Stock which Brian Shore
may acquire pursuant to options.
(2) See footnote (1) to the table under "Voting Securities" for
information with respect to these shares.
(3) This amount includes 14,380 shares of Common Stock which E. Philip
Smoot may acquire pursuant to options.
</TABLE>
Each of the persons named in the above table has had the principal
occupation set forth opposite his name for at least the past five years,
except for Brian E. Shore, who was elected an Executive Vice President of
the Company in May 1994 and a Vice President of the Company in January
1993. Brian Shore served as the Company's General Counsel for more than
the past five years until April 1994. Parker Chapin Flattau & Klimpl, a
law firm of which Lloyd Frank is a partner, was retained to provide
counsel to the Company during its last fiscal year and the Company has
retained this firm during its present fiscal year.
By virtue of his ownership of approximately 17.0% of the outstanding
voting securities of the Company and his positions as Chairman of the
Board, President and a director of the Company, Jerry Shore may be deemed
to be a "control person" of the Company, as such term is defined in the
rules promulgated under the Securities Exchange Act of 1934, as amended.
There are no family relationships among any of the persons named in
the above table or among any of such persons and any of the other
executive officers of the Company, except that Jerry Shore is the father
of Brian E. Shore.
The Company's Audit Committee consists of Anthony Chiesa, Lloyd
Frank and Norman M. Schneider. Its functions are to review the Company's
financial statements with the Company's independent auditors, recommend to
the Board the appointment of the independent auditors, review the
performance and scope of services to be provided by the independent
auditors and review the adequacy of internal auditing and accounting
procedures and controls. The Company has a CEO Compensation Committee
consisting of Anthony Chiesa, Lloyd Frank and Norman M. Schneider. Its
functions are described herein under "Compensation Report". The Company
does not have a nominating committee or other compensation committee or
committees performing similar functions.
The Board met four times and the Audit Committee met three times
during the Company's last fiscal year. Each of the directors attended at
least 75% of the meetings of the Board and each committee thereof of which
he was a member held during the Company's last fiscal year.
Each director who is not an employee of the Company or any of its
subsidiaries receives a fee of $5,000 per annum, plus travel expenses, for
attendance at meetings of the Board of Directors of the Company.
EXECUTIVE COMPENSATION
Summary Compensation
The following table shows the annual compensation and long-term
compensation for each of the three most recent fiscal years for the
Company's Chief Executive Officer and the three executive officers whose
salary and bonus for the most recent fiscal year exceeded $100,000.
Insert Annual Compensation Table
<TABLE>
<CAPTION> Long Term
Compensation
Annual Compensation Awards
Name and Other Annual Securities All Other
Principal Year Compensation Underlying Compensation
Position (1) Salary Bonus (2) Options/SARs(#) (3)
<S> <C> <C> <C> <C> <C> <C>
Jerry Shore (4) 1994 $250,000 $ 49,800 $34,850 20,000 $23,584
Chairman of the Board, 1993 250,000 -0- 34,850 10,000 11,136
President and Chief 1992 250,000 -0- 34,850 20,000 14,300
Executive Officer
E. Philip Smoot 1994 251,390 150,000 -0- 10,000 23,584
Executive Vice President 1993 231,000 34,000 -0- 6,509 11,136
1992 220,000 45,000 -0- 27,000 14,300
Brian E. Shore 1994 158,550 30,000 -0- 3,500 18,855
Executive Vice President 1993 151,000 10,000 -0- 3,000 7,834
1992 145,125 7,500 -0- 5,000 9,821
Allen Levine (5) 1994 152,250 25,000 -0- 3,500 17,725
Secretary, Treasurer, 1993 145,000 12,500 -0- 2,000 7,664
Vice President and 1992 137,500 15,000 -0- 5,000 9,813
Chief Financial Officer
_________________
<FN>
(1) Data are provided for the Company's fiscal years ended February 27,
1994, February 28, 1993 and March 1, 1992, respectively.
(2) Amounts shown for Jerry Shore are the costs for the purchase of
certain term life insurance policies for Jerry Shore, the
beneficiaries of which are certain members of Jerry Shore's family.
(3) Reflects the amount of Company contributions to the Profit Sharing
Plan which were accrued for the fiscal years shown pursuant to such
Plan for the accounts of the named executive officers. These
amounts vest in accordance with a graduated scale based on years of
service of the employee with the Company.
(4) In accordance with the provisions of an amended and restated
employment agreement between Jerry Shore and the Company, pursuant
to which he has agreed to serve as chairman of the board, chief
executive officer or president of the Company for an initial term
ending on February 28, 1999, Jerry Shore receives a base salary of
$350,000 per annum (subject to annual review by the CEO Compensation
Committee of the Board of Directors) and an incentive bonus equal to
2 1/2% of the amount by which consolidated net earnings, after
taxes, of the Company and its subsidiaries for each fiscal year,
exceed 10% of shareholders' equity at the beginning of the fiscal
year. The bonus is limited to a maximum of $250,000 per year. The
agreement also provides that the initial term will be automatically
extended for additional successive one year periods unless the Board
of Directors of the Company elects to terminate the agreement by
notification to Jerry Shore at least five years prior to the
commencement of each such one-year period, in which event the
agreement will terminate five years from the 1st day of March
following such notification. No such notification has been given to
date and, therefore, Jerry Shore's employment term under the
agreement will continue until February 29, 2000. Pursuant to the
agreement, Jerry Shore has the right to retire from full-time
employment and serve as a consultant to the Company for a period of
five years. In such event, he will be paid an annual consulting fee
equal to 60% of his base salary in effect under the employment
agreement at the time of his retirement, subject to an indexed cost
of living increase.
(5) At May 24, 1994, Allen Levine beneficially owned 11,443 shares of
Common Stock, including 8,625 shares of Common Stock which he may
acquire pursuant to options.
</TABLE>
Stock Options
The Company's 1982 Stock Option Plan and 1992 Stock Option Plan
(together with the 1974 Stock Option Plan, the "Plans") provide for the
grant to key employees of the Company of both options which qualify as
incentive stock options under the Internal Revenue Code of 1986 and
non-qualified stock options. The Plans are each administered by a
committee appointed by the Board. The following table sets forth certain
information for the Company's last fiscal year with respect to options to
purchase shares of Common Stock granted pursuant to the Plans:
Insert Option/SAR Grants Table
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Number of Potential Realizable Value
Securities % of Total at Assumed
Underlying Options/SARs Exercise Annual Rates of Stock Price
Options/SARs Granted to or Base Appreciation for Option
Granted (#) Employees in Price Term (2)
Name (1) Fiscal Year ($/sh.) Expiration Date 0% ($) 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Jerry Shore 20,000 22.1% $14.75 May 17, 2003 $0 $185,600 $470,200
E. Philip Smoot 10,000 11.0% 14.75 May 17, 2003 0 92,800 235,100
Brian E. Shore 3,500 3.9% 14.75 May 17, 2003 0 32,480 82,285
Allen Levine 3,500 3.9% 14.75 May 17, 2003 0 32,480 82,285
<FN>
(1) Options become exercisable 25% one year from the date of grant with
an additional 25% exercisable each succeeding year. The Company has
not granted stock appreciation rights.
(2) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the
options at the expiration of their term, assuming the specified
compounded rates of appreciation on the Company's Common Stock over
the life of the options. This schedule does not take into account
provisions of the options providing for termination of the option
following termination of employment, nontransferability or vesting
over periods of four years. The dollar amounts under these columns
are the result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended to
forecast possible future appreciation, if any, of the Company's
stock price. The Company did not use an alternative formula for a
grant date valuation, as the Company is not aware of any formula
which will determine with reasonable accuracy a present value based
on future unknown or volatile factors. The column indicating 0%
appreciation is included to reflect the fact that a zero percent
gain in stock price appreciation will result in zero dollars for the
optionee. No gain to the optionees is possible without an increase
in stock price appreciation, which will benefit all shareholders
commensurately.
</TABLE>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year End
Option Values
The following table provides details regarding the pre-tax value
realized from the exercise of stock options during the Company's last
fiscal year and the value of unexercised options held by the named
individuals as of the end of such fiscal year.
Insert Aggregated Options Table
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money Options/SARs
On Exercise (#) Realized Options/SARs at FY-End (#) at FY-End ($) (3)
Name (1) (2) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Jerry Shore 0 $ 0 60,000 30,000 $749,000 $394,000
E. Philip Smoot 35,125 411,183 1,627 30,257 21,437 427,890
Brian E. Shore 0 0 4,000 8,500 59,781 115,469
Allen Levine 0 0 7,000 8,000 96,308 109,063
<FN>
(1) The Company has not granted stock appreciation rights.
(2) Value realized equals market value on the date of exercise, less the
exercise price, times the number of shares acquired, without
deducting any taxes paid by employee.
(3) Value of unexercised options equals market value of the share
underlying "in-the-money" options at February 27, 1994 ($27.00),
less exercise price, times the number of options outstanding.
</TABLE>
During the last fiscal year, 54 employees of the Company and its
subsidiaries as a group (including all executive officers and directors of
the Company) were granted options to purchase an aggregate of 90,650
shares of Common Stock under the Plans. At May 24, 1994, 87 employees of
the Company and its subsidiaries were participants in the Plans and
approximately 100 employees were eligible to participate in the Plans. As
of such date, an aggregate of 285,334 shares of Common Stock were subject
to options under the Plans at prices ranging between $11.00 and $26.25 per
share and expiring between December 14, 1994 and May 18, 2004.
At the 1985 Annual Meeting of Shareholders of the Company,
shareholders approved the grant of a non-qualified stock option (not
pursuant to the Plans) to Jerry Shore to purchase 50,000 shares of Common
Stock at an exercise price of $15 per share. The option, which has not
been exercised to date, is exercisable for a period of ten years from the
date of grant.
Compensation Report
Compensation of the Company's executive officers is composed of
salary, annual cash bonuses, stock options and the Company's Profit
Sharing Plan. The Board of Directors has a CEO Compensation Committee
which considers and, other than the grant of stock options or compensation
pursuant to plans administered by the Board of Directors, takes any
necessary action regarding the compensation of the Company's Chief
Executive Officer. The Board of Directors does not have any other
compensation committee. Jerry Shore, Chairman of the Board, President and
Chief Executive Officer of the Company, determines the annual salary and
cash bonus for each executive officer other than himself. A committee of
the Board of Directors administers the Plans, including decisions as to
the number of options to grant to each executive officer. The amount of
discretionary contributions to the Profit Sharing Plan for each fiscal
year is determined by the Board of Directors.
Salaries of executive officers are determined based on the
significance of the position to the Company, individual experience and
expertise, individual performance and information gathered informally as
to compensation levels of comparable companies in the same geographic
location as the Company. Jerry Shore reviews the salary of each key
employee, including executive officers, annually and makes adjustments as
appropriate.
Decisions as to the award of annual cash bonuses to executive
officers with respect to each fiscal year are made after the close of the
fiscal year. The amount awarded to each executive officer is based on the
Company's overall performance, individual performance, base salary level,
bonuses paid in prior years and overall equity and fairness.
The Company typically grants stock options under the Plans once each
year. The stock option committee bases its decisions on individual
performance, base salary and bonus levels, recommendations from senior
management and overall equity and fairness.
The Board of Directors decides annually the amount of the Company's
contribution to the Profit Sharing Plan. The amount of such contribution
is discretionary, but may not exceed 15% of the total remuneration paid to
eligible employees or such larger amount as is allowed under the Internal
Revenue Code of 1986, as amended (the "Code"). Subject to this limit, the
Board of Directors determines the amount to be contributed for each year
based on the Company's overall performance, the amount contributed in
prior years and the amounts of prior contributions recently forfeited by
eligible employees due to termination of employment prior to vesting. The
Profit Sharing Plan is a broad-based plan in which numerous employees as
well as executive officers are eligible to participate. Once the Company
contribution is made, amounts are allocated to eligible employees in
accordance with a formula based on their remuneration.
During the last fiscal year, Jerry Shore received an annual salary
of $250,000 and an incentive compensation bonus in the amount of $49,800
pursuant to his employment agreement (the "1984 employment agreement").
The amount of his salary and the formula for calculation of such bonus
(based on the Company's annual net earnings) were established when the
1984 employment agreement was entered into in 1984. In May 1994, the CEO
Compensation Committee approved, and the Company entered into, a new
employment agreement with Jerry Shore, effective March 1, 1994 (the "1994
employment agreement"). See Note 4 to the table set forth under
"Executive Compensation--Summary Compensation" elsewhere herein. Among
other things, the 1994 employment agreement increased Jerry Shore's salary
to $350,000 per year. In approving this increase, the CEO Compensation
Committee considered the following principal factors: the lack of any
increase in Jerry Shore's salary since 1984, informal data relating to the
salary compensation of chief executive officers of comparable companies in
the same geographical area as the Company's headquarters, Jerry Shore's
overarching contribution to the long-term success and vitality of the
Company and the Company's operating and financial performance during the
prior ten years. The CEO Compensation Committee did not assign any
particular numerical weight to these factors. The stock options granted
to Jerry Shore during the Company's last fiscal year were granted by the
stock option committee on the basis of the committee's evaluation of the
Company's performance during the prior fiscal year.
The Board of Directors, the CEO Compensation Committee, the stock
option committee and Jerry Shore use no set formulas in making their
determinations and may afford different weight to different factors for
each executive officer. Such weighting may vary from year to year.
The Board of Directors and the CEO Compensation Committee have
reviewed the impact of recently enacted Section 162(m) of the Code which,
beginning in 1994, limits the deductibility of certain otherwise
deductible compensation in excess of $1 million paid to the Chief
Executive Officer and the other executive officers named in the summary
compensation table appearing above. It is the Company's policy to attempt
to have its executive compensation plans and arrangements treated as tax
deductible compensation wherever, in the judgment of the Board of
Directors or the CEO Compensation Committee, as the case may be, to do so
would be consistent with the objectives of that compensation plan or
arrangement. Accordingly, the Board of Directors and the CEO Compensation
Committee are examining whether changes in the Company's compensation
plans and arrangements, particularly the Plans, may be appropriate to
continue to fulfill the requirements for treatment as tax deductible
compensation under the Code.
The Board of Directors CEO Compensation Committee
Anthony Chiesa Lloyd Frank, Chairman
Lloyd Frank Anthony Chiesa
Norman M. Schneider Norman M. Schneider
Brian E. Shore
Jerry Shore
E. Philip Smoot
Compensation Committee Interlocks and Insider Participation
Anthony Chiesa, a member of the committee of the Board of Directors
which administers the Plans, is a former Vice President of the Company who
retired in 1977. Mr. Lloyd Frank, also a member of such committee, is a
partner of the law firm Parker Chapin Flattau & Klimpl, which firm was
retained to provide counsel to the Company during its last fiscal year and
which the Company has retained during its present fiscal year. Jerry
Shore, Brian Shore and E. Philip Smoot, directors of the Company who are
also executive officers of the Company, participated in deliberations of
the Company's Board of Directors relating to the amount of the Company's
contribution to the Profit Sharing Plan during the Company's last fiscal
year.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the annual cumulative total
return for the Company's five fiscal years ended February 27, 1994 among
the Company, the New York Stock Exchange Market Index and a peer group
index comprised of the Company and 168 other companies. The peer group
companies are classified in the same three-digit industry group in the
Standard Industrial Classification Code system. These companies are
described as companies primarily engaged in the manufacture of electronic
components and accessories. The returns of each company in the peer group
have been weighted according to the company's stock market capitalization.
The graph has been prepared based on an assumed investment of $100 on
February 26, 1989 and the reinvestment of dividends (where applicable).
[Chart to come]
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1995 Annual
Meeting of Shareholders must be received by the Company at the Company's
principal executive offices for inclusion in the Proxy Statement and form
of Proxy relating to that meeting by January 27, 1995.
OTHER MATTERS
The Board of Directors of the Company has selected Ernst & Young,
the Company's auditors for the past fiscal year, as the auditors of the
Company for the present fiscal year. A representative of Ernst & Young is
expected to be present at the Annual Meeting. He will have the
opportunity to make a statement if he so desires and will be available to
respond to appropriate questions.
On January 18, 1994, the Company engaged Ernst & Young ("E&Y"),
independent auditors, as its accountants to audit the financial statements
of the Company and certain subsidiaries for the year ended February 27,
1994 and dismissed Deloitte & Touche ("D&T") as independent accountants
for the Company and such subsidiaries. The engagement of E&Y and the
dismissal of D&T was approved by the Company's Board of Directors. The
Audit Committee of the Company's Board of Directors did not separately
recommend or approve the change in the Company's independent accountants.
In connection with the audits of the Company's financial statements
for the fiscal years ended February 28, 1993 and March 1, 1992, and in the
subsequent interim period up to the date of dismissal of D&T, there did
not exist any disagreement (within the meaning of Rule 304(a)(1)(iv) of
Regulation S-K of the Securities and Exchange Commission ("Regulation S-
K")) between the Company and D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of D&T, would have caused D&T
to have referred to the subject matter of the disagreement in connection
with its report on the Company's financial statements. D&T's reports on
the Company's financial statements for the fiscal years ended February 28,
1993 and March 1, 1992 contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles. During the Company's two most recent fiscal
years and the subsequent interim period up to the date of dismissal of D&T
there were no "reportable events", as that term is defined in Rule
304(a)(1)(v) of Regulation S-K. D&T has furnished the Company with a
letter, dated January 25, 1994, addressed to the Securities and Exchange
Commission relating to the Company's disclosure set forth in this
paragraph. A copy of D&T's letter is an exhibit to Amendment No. 1 on
Form 8-K/A to the Company's Current Report on Form 8-K dated January 18,
1994.
Prior to the engagement of E&Y, no member of that firm was consulted
by the Company (1) for the purpose of obtaining a written report or oral
advice with regard to the application of accounting principles to a
specified transaction of the Company or any of its subsidiaries, (2)
regarding the type of audit opinion that might be rendered on the
Company's financial statements or (3) regarding any matter that was the
subject of a disagreement (within the meaning of Rule 304(a)(1)(iv) of
Regulation S-K) between the Company and D&T or which constituted a
reportable event (as defined in Rule 304(a)(1)(iv) of Regulation S-K).
In May 1994, the Company purchased from Reliance Insurance Company
insurance covering the directors and officers of the Company and its
subsidiaries against certain claims arising out of their service to the
Company and subsidiaries. The insurance policy runs for a period of one
year at a total cost of $55,000.
The Board of Directors does not know of any other matters to be
brought before the meeting. If any other matters not mentioned in the
Proxy Statement are properly brought before the meeting, including matters
incident to the conduct of the meeting or relating to the adjournment
thereof, the persons named in the enclosed proxy intend to vote such proxy
in accordance with their best judgment on such matters.
By Order of the Board of Directors,
Jerry Shore,
Chairman of the Board
Dated: May 27, 1994
APPENDIX to electronically filed proxy statement dated
May 27, 1994 of Park Electrochemical Corp. listing all
graphic information included in such proxy statement:
1. Stock Performance Graph appearing on page 9 of
proxy statement dated May 27, 1994 comparing the
yearly percentage change in the cumulative total
shareholder return on the Registrant's Common Stock
with the cumulative total return of the New York
Stock Exchange Market Index and a peer group index
comprised of the Company and 168 other companies
for the period of the Company's five fiscal years
commencing February 26, 1989 and ending February
27, 1994, assuming that $100 had been invested in
the Company's Common Stock and each index on
February 26, 1989 and that all dividends on the
Company's Common Stock and on each stock included
in each index were reinvested.
NYSE Peer
Park Market Group
Electrochemical Index Index
1989 $100.00 $100.00 $100.00
1990 79.24 116.55 112.25
1991 72.66 132.18 127.95
1992 86.03 151.81 149.81
1993 81.52 163.42 190.80
1994 183.05 184.59 261.82
[PROXY CARD]
[SIDE 1]
PARK ELECTROCHEMICAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 12, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby constitutes and appoints
BRIAN E. SHORE, ANTHONY CHIESA and NORMAN M. SCHNEIDER,
and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of PARK
ELECTROCHEMICAL CORP. to be held at The Chase Manhattan
Bank, One Chase Manhattan Plaza, New York, New York on
July 12, 1994 at 10:00 o'clock A.M., New York time, and
any adjournments thereof, to vote all the shares of
Common Stock of the Company which the undersigned would
be entitled to vote if personally present and to vote
upon the following matters:
(1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as
marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees
listed below.
ANTHONY CHIESA, LLOYD FRANK, NORMAN M. SCHNEIDER,
BRIAN E. SHORE, JERRY SHORE and E. PHILIP SMOOT
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the nominee's name in the space
provided below.)
_______________________________________________________
_____
(2) The transaction of such other business as may
properly come before the meeting.
If no specification is made, the shares represented
by this Proxy will be voted "FOR" the nominees and in the
discretion of the Proxies on any other business.
(continued and to be SIGNED on the reverse side)
[SIDE 2]
The undersigned hereby acknowledges receipt of the
Company's 1994 Annual Report and the accompanying Notice
of Meeting and Proxy Statement and hereby revokes any
proxy or proxies heretofore given.
Dated:____________________, 1994
________________________________
________________________________
(Signature(s) of Shareholder(s))
Please date and sign exactly as name
appears hereon. Executors,
Administrators, Trustees, etc. should so
indicate when signing. If shares are
held jointly, both owners should sign.
