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, If Other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
APPENDIX to electronically filed Proxy Statement dated June 2, 1997
of Park Electrochemical Corp. listing all graphic information
included in such proxy statement:
1. Stock Performance Graph appearing on page 8 of proxy statement
dated June 2, 1997 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 213 other companies for the period of the
Company's five fiscal years commencing March 2, 1992 and
ending March 2, 1997, assuming that $100 had been invested in
the Company's Common Stock and each index on March 1, 1992 and
that all dividends on the Company's Common Stock and on each
stock included in each index were reinvested.
Such graph shows that such $100 invested in the Company's
Common Stock would have had a value of $94.76 on February 28,
1993, $212.79 on February 27, 1994, $276.54 on February 26,
1995, $520.84 on March 3, 1996, and $397.48 on March 2, 1997,
that such $100 invested in the New York Stock Exchange Market
Index would have had a value of $107.64, $121.59, $123.46,
$163.34 and $200.05, respectively, on such dates and that such
$100 invested in the peer group index would have had a value
of $127.36, $174.76, $206.90, $285.13 and $450.32,
respectively, on such dates.
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
_______________
Notice of Annual Meeting of Shareholders
July 16, 1997
_______________
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 16, 1997, 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 27, 1997 will be entitled to notice of, and to vote
at, the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Jerry Shore
Chairman of the Board
Dated: June 2, 1997
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 WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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 16, 1997
__________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "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 16, 1997, and any adjournment or postponement thereof
(the "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 (i) delivering written notice of such revocation bearing
a later date than the proxy to the Secretary of the Company (ii) submitting a
later-dated proxy, or (iii) attending the Meeting and voting in person.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about June 2, 1997 to all shareholders of record as of the close of
business on May 27, 1997.
VOTING SECURITIES
At May 27, 1997, the outstanding voting securities of the Company
consisted of 11,273,177 shares of Common Stock, $.10 par value, of the
Company (the "Common Stock"), each share of which, held of record at the
close of business on May 27, 1997, 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. Abstentions and broker non-votes, if any, will be included for
purposes of determining a quorum but will not be counted as having been
voted with respect to the election of directors and will have no effect on
the outcome of the vote. At May 27, 1997, all executive officers and
directors of the Company as a group beneficially owned an aggregate of
1,497,223 shares of Common Stock (including options to purchase an aggregate
of 177,500 shares), constituting approximately 13.1% of the outstanding
shares of Common Stock (giving effect to the exercise of such options).
The following table sets forth information at May 27, 1997 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>
<S> <C> <C> <C>
Amount and
Nature of Percent
Title Name and Address Beneficial of
of Class of Beneficial Owner Ownership Class
Common Stock............Jerry Shore 1,223,195 (1) 10.8%
5 Dakota Drive
Lake Success, NY 11042
Common Stock............The Capital Group 667,200 (2) 6.0%
Companies, Inc.
Capital Research and
Management Company
333 South Hope Street
Los Angeles, CA 90071
_____________________
(1) Includes 60,000 shares of Common Stock which Jerry Shore may acquire
pursuant to options, 112,410 shares owned by a member of Jerry Shore's
family, of which he disclaims beneficial ownership, and 35,753 shares
owned by a foundation, of which he disclaims beneficial ownership.
(2) Capital Research and Management Company, a registered investment
adviser and an operating subsidiary of The Capital Group Companies,
Inc., held sole investment power over all of such shares, but
disclaimed beneficial ownership of such shares, as of February 12,
1997, based on their joint Schedule 13G filed under the Securities
Exchange Act of 1934, as amended.
</TABLE>
For information with respect to the beneficial ownership of shares of
Common Stock 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 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>
<S> <C> <C> <C> <C> <C>
Principal Occupation; Shares of Common
Positions and Offices Stock Beneficially
with the Company; Director Owned at May 27, 1997
Name Other Directorships Age Since Number Percent of Class
Anthony Chiesa..... Former Vice President 76 1954 75,000 *
of the Company
Lloyd Frank........ Partner, Parker Chapin 71 1985 4,000(1) *
Flattau & Klimpl, LLP,
New York City; and
director of Metro-Tel
Corp.
Norman M. Schneider Business Consultant 86 1981 9,674 *
Brian E. Shore..... President and Chief 45 1983 88,854(2) *
Executive Officer of
the Company
Jerry Shore........ Chairman of the Board 71 1954 1,223,195(3) 10.8%
of the Company
E. Phillip Smoot... Executive Vice President 59 1988 96,500(4) *
of the Company
_________________
<FN>
* Less than 1%.
(1) Includes 2,000 shares owned by a member of Mr. Frank's family, of which he
disclaims beneficial ownership.
(2) Includes 56,250 shares which Brian Shore may acquire pursuant to options.
(3) See note (1) to the table under "Voting Securities" for information with
respect to these shares.
(4) Includes 61,250 shares which E. Phillip 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 Jerry Shore who was President of the Company for more than five
years until March 4, 1996 and Chief Executive officer of the Company for
more than five years until November 19, 1996 and Brian E. Shore, who was
elected Chief Executive Officer of the Company effective November 19, 1996,
President of the Company effective March 4, 1996, an Executive Vice
President of the Company in May 1994 and a Vice President of the Company in
January 1993 and served as the Company's General Counsel for more than five
years prior to May 1994. Parker Chapin Flattau & Klimpl, LLP, 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 current fiscal year.
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, Norman M. Schneider and Jerry Shore. Its
functions are described herein under "Executive Compensation--Compensation
Report". The Company does not have a nominating committee or other
compensation committee or committees performing similar functions.
During the Company's last fiscal year, the Board of directors met six
times and authorized action by unanimous written consent on five occasions,
the Audit Committee met once, and the CEO Compensation Committee met once.
Each of the directors attended at least 75% of the meetings held by the
Board and each committee thereof of which he was a member 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 $10,000 per annum for his services as a
director and is reimbursed for travel expenses incurred in attending
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 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) 1997 $372,186 $ -0- $34,850 -0- $369,247
Chairman of the Board 1996 369,217 -0- 34,850 -0- 36,922
1995 350,000 150,000 34,850 20,000 48,876
Brian E. Shore(5) 1997 300,000 150,000 -0- 25,000 10,500
President and Chief 1996 230,281 180,000 -0- 20,000 15,000
Executive Officer 1995 209,280 40,000 -0- 20,000 13,876
E. Phillip Smoot(6) 1997 325,131 200,000 -0- 25,000 36,759
Executive Vice President 1996 299,297 225,000 -0- 40,000 52,430
1995 271,790 160,000 -0- 20,000 42,055
Paul R. Shackford(7) 1997 114,231 -0- -0- -0- -0-
Secretary, Treasurer, 1996 103,846 25,000 -0- 10,000 -0-
Vice President and
Chief Financial Officer
_________________
<FN>
(1) Information is provided for the Company's fiscal years ended March 2,
1997, March 3, 1996 (53 weeks) and February 26, 1995, respectively.
(2) Amounts shown for Jerry Shore are the costs for the purchase of
certain term life insurance policies for Jerry Shore.
(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. The amounts shown for Jerry Shore also
include $38,005, $21,922 and $35,000 for 1997, 1996 and 1995,
respectively, credited by the Company to a separate account maintained
by the Company in accordance with Jerry Shore's employment agreement.
The amounts shown for E. Phillip Smoot for 1997, 1996 and 1995 also
include $26,259, $37,430 and $28,179, respectively, credited by the
Company to a separate account maintained by the Company in accordance
with Mr. Smoot's employment agreement. These amounts are determined
as the amounts the Company would have contributed to the Profit
Sharing Plan for Jerry Shore and E. Phillip Smoot for such years but
for the limitations imposed by the Internal Revenue Code of 1986, as
amended. The amount shown for Jerry Shore for 1997 also includes the
deferred amounts paid to him pursuant to his employment agreement, as
described in note (4) below.
(4) Jerry Shore was President of the Company until March 4, 1996, at which
time Brian E. Shore became President of the Company, and Chief
Executive Officer of the Company until November 19, 1996, at which
time Brian E. Shore became Chief Executive Officer of the Company.
Jerry Shore continues to serve as Chairman of the Board. In
accordance with the provisions of an amended and restated employment
agreement between Jerry Shore and the Company, as amended, 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 received a base salary of $350,000 per
annum (subject to annual review by the CEO Compensation Committee of
the Board) and an incentive bonus equal to 4% of the amount by which
consolidated net earnings, after taxes, of the Company and its
subsidiaries for each fiscal year, exceed $7,500,000. The bonus is
limited to a maximum of $350,000 per year. Although under the
incentive bonus formula Jerry Shore would have been entitled to a
bonus of $350,000 for each of the 1995, 1996 and 1997 fiscal years, he
decided to limit his bonus to $150,000 for 1995 and to waive his bonus
entirely for 1996 and 1997. Pursuant to the agreement, Jerry Shore
had the right to retire from full-time employment and serve as a
consultant to the Company for a period of five years. He exercised
his right to retire and serve as a consultant effective as of March 3,
1997, the first day of the Company's current fiscal year. In
accordance with the Agreement, he is being 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. Pursuant to the agreement, Jerry Shore deferred
receipt of certain amounts payable to him under the agreement and his
prior employment agreement with the Company until his retirement,
disability, death or request for such payment; and pursuant to his
request, the Company paid such amounts totalling $264,289 to Jerry
Shore plus $56,453 interest at the prime rate on the amounts deferred
in December 1996.
(5) Brian E. Shore was elected President of the Company effective March 4,
1996 and Chief Executive Officer of the Company on November 19, 1996.
(6) Mr. Smoot is employed as Executive Vice President of the Company and
President and Chief Executive Officer of Nelco International
Corporation, a subsidiary of the Company, pursuant to an employment
agreement entered into in March 1996 for a term of employment ending
on February 28, 1999, provided, however, that Mr. Smoot's employment
will continue for at least two years subsequent to a "Change in
Control" of the Company, as defined in the agreement. The agreement
provides for a base salary of $325,000 per annum, commencing March 1,
1996 (subject to annual review by the Board). If the Company
terminates Mr. Smoot's employment other than for "Cause" (as defined
in the agreement) or his disability, or if Mr. Smoot terminates his
employment for "Good Reason" (as defined in the agreement) following
a "Change in Control" of the Company, the Company will pay him an
amount equal to three times the sum of his salary and the annual bonus
awarded to him in respect of the fiscal year immediately prior to the
fiscal year in which occurs the "Change in Control" or the date of
termination of his employment, whichever resulting bonus is greater,
and will maintain for the continued benefit of Mr. Smoot and his
dependents for three years all employee welfare benefit plans and
programs in which he was entitled to participate prior to the
termination of his employment. In addition, the employment agreement
requires the Company to pay all legal expenses incurred by Mr. Smoot
following a "Change in Control" of the Company in connection with the
resolution of disputes under the agreement.
(7) Mr. Shackford was elected Secretary, Treasurer, Vice President and
Chief Financial Officer on August 16, 1995 and resigned from such
positions on October 18, 1996. Mr. Shackford owns no shares of Common
Stock.
</TABLE>
Stock Options
The Company's 1992 Stock Option Plan (the "Plan") provides 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 Plan is 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 Plan:
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 -0- - $ - - $ - $ - $ -
Brian E. Shore 25,000 22.4% 24.63 May 14, 2006 -0- 387,163 981,148
E. Phillip Smoot 25,000 22.4% 24.63 May 14, 2006 -0- 387,163 981,148
Paul R. Shackford -0- - - - - - -
_____________________
<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 column indicating 0% appreciation
is included to reflect the fact that a zero percent gain in stock price
will result in zero dollars for the optionee. No gain to the optionees is
possible without an increase in stock price, 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 information 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 40,000 $743,000 60,000 -0- $905,000 $ -0-
Brian E. Shore -0- -0- 38,250 51,750 560,188 233,188
E. Phillip Smoot 13,018 167,111 35,000 70,000 428,125 379,375
Paul R. Shackford -0- -0- -0- -0- -0- -0-
<FN>
(1) The Company has not granted stock appreciation rights.
(2) Value realized equals market value of the underlying shares on the
date of exercise, less the exercise price, times the number of shares
acquired, without deducting any taxes paid by the employee.
(3) Value of unexercised options equals market value of the shares
underlying "in-the-money" options at March 2, 1997 ($24.375), less
exercise price, times the number of options outstanding.
</TABLE>
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 has a CEO Compensation Committee which considers and takes
any necessary action regarding the compensation of the Company's Chief
Executive Officer, other than the grant of stock options or compensation
pursuant to plans administered by the Board. The Board does not have any
other compensation committee. Brian E. Shore, President and Chief Executive
Officer of the Company, determines the annual salary and cash bonus for each
executive officer other than himself and Jerry Shore. A committee of the
Board administers the Company's Stock Option 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. Brian E. 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
other than Jerry Shore 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 Company's Stock
Option 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 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 other amount as is allowed under the Internal Revenue Code of 1986,
as amended (the "Code"). Subject to this limit, the Board 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
$372,186 pursuant to his employment agreement (the "Employment Agreement").
See Note 4 to the table set forth under "Executive Compensation -- Summary
Compensation" elsewhere herein. Although under the incentive bonus formula
in the Employment Agreement Jerry Shore would have been entitled to a bonus
of $350,000 for the last fiscal year, he decided to waive his bonus entirely
for the last fiscal year. The Employment Agreement provides for a base
salary of $350,000 subject to annual review by the CEO Compensation
Committee. At Jerry Shore's request, the Committee limited the increase in
his annual base salary for the last fiscal year to 2.743%.
The Board, the CEO Compensation Committee, the stock option committee
and Brian E. 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 and the CEO Compensation Committee have reviewed the impact
of Section 162(m) of the Code which, beginning in the Company's 1995 fiscal
year, 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 table set forth under "Executive
Compensation--Summary Compensation" elsewhere herein. It is the Company's
policy to attempt to design its executive compensation plans and
arrangements to be treated as tax deductible compensation wherever, in the
judgment of the Board 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 and the CEO Compensation Committee
from time to time may consider whether changes in the Company's compensation
plans and arrangements, particularly the 1992 Stock Option Plan, 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
Jerry Shore
E. Phillip Smoot
Compensation Committee Interlocks and Insider Participation
Anthony Chiesa, a member of the committee of the Board which
administers the Company's 1982 and 1992 Stock Option Plans, is a former Vice
President of the Company who retired in 1977. Lloyd Frank, also a member of
such committee, is a partner of the law firm Parker Chapin Flattau & Klimpl,
LLP, which firm was retained to provide counsel to the Company during its
last fiscal year and which the Company has retained during its current
fiscal year. Jerry Shore was President of the Company until March 4, 1996
and Chief Executive Officer of the Company until November 16, 1996. Jerry
Shore, Brian E. Shore and E. Phillip Smoot, directors of the Company who are
also executive officers of the Company, participated in deliberations of the
Board 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 March 2, 1997 among the Company,
the New York Stock Exchange Market Index and a peer group index comprised of
the Company and 213 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 March 1, 1992
and the reinvestment of dividends (where applicable).
[Chart to come]
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Officers, directors and greater
than 10 percent shareholders are required by regulations of the Securities
and Exchange Commission to furnish the Company with copies of all Section
16(a) reports they file. Based solely on a review of the copies of such
reports furnished to the Company, or written representation that no Form 5
reports were required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with during the 1997 fiscal year,
except that: her initial report of ownership of securities of the Company
was filed late by Susan J. Denenholz, an officer of the Company; one report,
covering one transaction, was filed late by Jerry Shore, a director and
officer of the Company; and his initial report of ownership of securities of
the Company was filed late by Murray O. Stamer, an officer of the Company.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 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 February 2, 1998.
OTHER MATTERS
The Board of the Company has selected Ernst & Young LLP, the Company's
auditors for the past fiscal year, as the auditors of the Company for the
current fiscal year. A representative of Ernst & Young LLP 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.
The Company will bear the expense of proxy solicitation. Directors,
officers and employees of the Company and its subsidiaries may solicit
proxies by mail, telephone, telegraph, facsimile or in person (but will
receive no additional compensation for such solicitation). The Company also
has retained D.F. King & Co., Inc., New York, New York, to assist in the
solicitation of proxies in the same manner at an anticipated fee of
approximately $5,000, plus reimbursement of certain out-of-pocket expenses.
In addition, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the soliciting material to beneficial owners
and to obtain authorizations for the execution of proxies, and if they in
turn so request, the Company will reimburse such brokerage houses and other
custodians, nominees and fiduciaries for their expenses in forwarding such
material.
The Board 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.
The Annual Report, including financial statements, of the Company for
the fiscal year ended March 2, 1997 is enclosed herewith but is not a part
of the proxy soliciting material.
By Order of the Board of Directors,
Jerry Shore
Chairman of the Board
Dated: June 2, 1997
[PROXY CARD]
PARK ELECTROCHEMICAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 16, 1997
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 16,
1997 at 10:00 o'clock A.M., New York time, and any adjournments
or postponements thereof, to vote all the shares of Common Stock
of the Company which the undersigned would be entitled to vote
if personally present 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. PHILLIP 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.
Each properly executed proxy will be voted in accordance
with specifications made hereon. 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.
The undersigned hereby acknowledges receipt of the
Company's 1997 Annual Report and the accompanying Notice of
Meeting and Proxy Statement and hereby revokes any proxy or
proxies heretofore given.
Dated:____________________, 1997
________________________________
________________________________
(Signature(s) of Shareholder(s))
Please date and sign exactly as name appears
hereon. Executors, Administrators, Trustees,
etc. must so indicate when signing. If shares
are held jointly, both owners must sign.
