SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
APPENDIX to electronically filed Proxy Statement dated June 1, 1999
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 1, 1999 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 Media General Financial
Services index for electronic components and accessories
manufacturers comprised of the Company and 217 other companies
for the period of the Company's five fiscal years commencing
February 28, 1994 and ending February 28, 1999, assuming that
$100 had been invested in the Company's Common Stock and each
index on February 25, 1994 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 $129.96 on February 26,
1995, $244.77 on March 3, 1996, $186.80 on March 2, 1997,
249.12 on March 1, 1998 and $214.49 on February 28, 1999, that
such $100 invested in the Media General Financial Services
index would have had a value of $118.39, $163.15, $257.67,
$309.46 and $373.08, respectively, on such dates and that such
$100 invested in the New York Stock Exchange Market Index
would have had a value of $101.54, $134.34, $164.53, $218.32
and $240.01, respectively, on such dates.
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
_______________
Notice of Annual Meeting of Shareholders
July 13, 1999
_______________
The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP. (the "Company") will be held at The Bank of New York, One Wall
Street - 47th Floor, New York, New York on July 13, 1999, at 10:00
o'clock A.M., New York time (attendees must use the 80 Broadway
entrance), for the purpose of considering and acting upon the
following:
1. The election of five (5) 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 25, 1999 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 1, 1999
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 13, 1999
__________________
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 13, 1999, 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 1, 1999 to all shareholders of record as of the close of
business on May 25, 1999.
VOTING SECURITIES
At May 25, 1999, the outstanding voting securities of the Company
consisted of 10,341,639 shares of Common Stock, $.10 par value, of the Com-
pany (the "Common Stock"), each share of which, held of record at the close
of business on May 25, 1999, 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. With respect to the election of directors, abstentions
and broker non-votes, if any, will not be counted as having been voted and
will have no effect on the outcome of the vote.
At May 25, 1999, all executive officers and directors of the Company as a group
beneficially owned an aggregate of 1,561,069 shares of Common Stock (including
options to purchase an aggregate of 266,250 shares), constituting approximately
14.7% of the outstanding shares of Common Stock (giving effect to the exercise
of such options).
The following table sets forth information at May 25, 1999 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 (the "Exchange
Act")) 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) 11.8%
5 Dakota Drive
Lake Success, NY 11042
Common Stock.........Loomis, Sayles & Company, L.P. 764,288 (2) 6.9%
One Financial Center
Boston, MA 02111
Common Stock.........Marsh & McLennan Companies, Inc. 696,439 (3) 6.7%
Putnam Investments, Inc.
The Putnam Advisory Company, Inc.
Putnam Investment Management, Inc.
One Post Office Square
Boston, MA 02109
_____________________
(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) Loomis, Sayles & Company, L.P., a registered investment adviser, holds
shared investment power over all of such shares and sole voting power
over 658,693 of such shares and shared voting power over 87,818 of
such shares, all of which are issuable upon conversion of the
Company's 5 1/2% Convertible Subordinated Notes due 2006, based on its
Schedule 13G, dated February 10, 1999, filed under the Exchange Act,
which represented approximately 6.9% of the outstanding shares of the
Company's Common Stock as of May 25, 1999, assuming conversion of such
Notes into Common Stock.
(3) Putnam Investments, Inc., The Putnam Advisory Company, Inc., and
Putnam Investment Management, Inc., registered investment advisers and
direct or indirect wholly owned subsidiaries of Marsh & McLennan
Companies, Inc., hold shared investment power over all such shares and
shared voting power over 117,333 of such shares, based on their joint
Schedule 13G, as amended, dated March 9, 1999, filed under the
Exchange Act.
</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 five 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. One current director, E.
Phillip Smoot, who has been a member of the Board for eleven years, is
retiring as a director and will not be standing for re-election at the
Annual Meeting. 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 five 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 25, 1999
Name Other Directorships Age Since Number Percent of Class
Mark S. Ain.......Chief Executive Officer 56 1998 2,500(1) *
and Chairman of the
Board of Kronos Incorpor-
ated, a manufacturer of
computerized systems for
time and labor management,
Waltham, Massachusetts; and
a director of KVH
Industries, Inc.
Anthony Chiesa... Former Vice President 78 1954 75,000 *
of the Company
Lloyd Frank...... Partner, Parker Chapin 73 1985 5,250(2) *
Flattau & Klimpl, LLP,
New York City; and
director of Metro-Tel
Corp.
Brian E. Shore... President and Chief 47 1983 163,824(3) 1.6%
Executive Officer of
the Company
Jerry Shore...... Chairman of the Board 73 1954 1,223,195(4) 11.8%
of the Company
_________________
<FN>
* Less than 1%.
(1) Consists of shares which Mark S. Ain may acquire pursuant to options.
(2) Includes 1,250 shares which Lloyd Frank may acquire pursuant to options
and 2,000 shares owned by a member of Lloyd Frank's family, of which he
disclaims beneficial ownership.
(3) Includes 131,250 shares which Brian E. Shore may acquire pursuant to
options.
(4) See note 1 to the table under "Voting Securities" for information with
respect to these shares.
</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 (i) 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 (ii) 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 currently consists of Mark S. Ain,
Anthony Chiesa and Lloyd Frank. The Audit Committee's 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 Compensation
Committee and a Stock Option Committee, each consisting of Anthony Chiesa,
Lloyd Frank and Jerry Shore. Their functions are described herein under
"Executive Compensation--Compensation Report". The Company does not have a
nominating committee.
During the Company's last fiscal year, the Board of Directors met five
times and authorized action by unanimous written consent on ten occasions,
the Audit Committee met once, the Compensation Committee met once and
authorized action by unanimous written consent on one occasion, and the
Stock Option Committee authorized action by unanimous written consent on two
occasions. 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.
On July 15, 1998, Mr. Ain received a nonqualified stock option for
10,000 shares of Common Stock, and Mr. Frank received a nonqualified stock
option for 5,000 shares of Common Stock, at an exercise price of $18.875 per
share under the Company's 1992 Stock Option Plan, as amended. Each of these
options expires on July 15, 2008 and is exercisable 25 percent after one
year from date of grant, 50 percent after two years from date of grant, 75
percent after three years from date of grant and 100 percent after four
years from date of grant.
EXECUTIVE COMPENSATION
Summary Compensation
The following table shows the compensation for each of the three
most recent fiscal years for the Company's Chief Executive Officer and
the only other executive officer 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 Securities All Other
Principal Year Other Annual Underlying Compensation
Position (1) Salary Bonus Compensation Options/SARs(#) (2)
<S> <C> <C> <C> <C> <C> <C>
Brian E. Shore(3) 1999 $333,900 $175,000 -0- 40,000 $ 9,600
President and Chief 1998 315,000 200,000 -0- 75,000 13,600
Executive Officer 1997 300,000 150,000 -0- 25,000 10,500
E. Phillip Smoot(4) 1999 350,844 150,000 -0- 20,000 30,051
Executive Vice President 1998 338,000 275,000 -0- 15,000 52,105
1997 325,131 200,000 -0- 25,000 36,759
_________________
<FN>
(1) Information is provided for the Company's fiscal years ended February
28, 1999, March 1, 1998 and March 2, 1997, respectively.
(2) Includes the amounts of Company contributions to the Profit Sharing
Plan which were accrued for the accounts of Messrs. Shore and Smoot
for the fiscal years shown. These amounts vest in accordance with a
graduated scale based on years of service of the employee with the
Company. The amounts shown for Mr. Smoot for 1999, 1998 and 1997 also
include $20,451, $38,505 and $26,259, 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 Mr. Smoot for such years but for the limitations
imposed by the Internal Revenue Code of 1986, as amended.
(3) Mr. Shore was Executive Vice President of the Company from May 1994 to
March 4, 1996. He was elected President of the Company effective
March 4, 1996 and Chief Executive Officer of the Company on November
19, 1996.
(4) 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
and consulting agreement entered into in February 1999, which replaced
an employment agreement entered into in March 1996, for a term of
employment ending on August 29, 1999 and a consulting period
commencing on August 30, 1999 and ending on March 2, 2003. The
agreement provides for (i) a base salary of $360,000 per annum
commencing March 1, 1999, (ii) a consulting fee of $360,000 per annum
commencing August 30, 1999 and ending February 27, 2000, (iii) a
consulting fee of $180,000 per annum commencing February 28, 2000,
(iv) a bonus of $100,000 for the Company's fiscal year ended February
28, 1999, (v) bonuses of $50,000 payable September 15, 1999 and
$50,000 payable May 15, 2000 if certain objectives are achieved, (vi)
employee benefits for Mr. Smoot until February 27, 2000 and (vii)
medical benefits for Mr. Smoot and his spouse until March 2, 2003. If
the Company terminates Mr. Smoot's employment or service as a
consultant other than for "Cause" (as defined in the agreement) or his
disability, the Company will continue to pay him his base salary or
consulting fee that otherwise would have been paid until March 2, 2003
and will maintain for the continued benefit of Mr. Smoot and his
dependents until March 2, 2003 all employee welfare benefit plans and
programs in which he was entitled to participate prior to the
termination of his employment or service as a consultant. At May 25,
1999, Mr. Smoot beneficially owned 91,300 shares of Common Stock,
including 71,250 shares which he may acquire pursuant to options.
</TABLE>
Stock Options
The Company's 1992 Stock Option Plan (the "Plan") provides for the
grant to key employees of the Company of both options which qualify as
incentive stock options under the Internal Revenue Code of 1986 and
non-qualified stock options. The Plan is administered by the Stock Option
Committee. The following table sets forth certain information for the
Company's last fiscal year with respect to options to purchase shares of
Common Stock granted pursuant to the Plan:
Insert Option/SAR Grants Table
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Number of Potential Realizable Value
Securities % of Total at Assumed
Underlying Options/SARs Exercise Annual Rates of Stock Price
Options/SARs Granted to or Base Appreciation for Option
Granted (#) Employees in Price Term (2)
Name (1) Fiscal Year ($/sh.) Expiration Date 0% ($) 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Brian E. Shore 40,000 24.3% $23.75 May 28, 2008 $-0- $597,450 $1,514,055
E. Phillip Smoot 20,000 12.2% 23.75 May 28, 2008 -0- 298,725 757,028
_____________________
<FN>
(1) Options become exercisable 25% one year from the date of grant with an
additional 25% exercisable each succeeding year. The Company has not
granted stock appreciation rights.
(2) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options at the
expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the life of the options.
This schedule does not take into account provisions of the options
providing for termination of the option following termination of
employment, nontransferability or vesting over periods of four years. The
dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation, if
any, of the Company's stock price. The column indicating 0% appreciation
is included to reflect the fact that a zero percent gain in stock price
will result in zero dollars for the optionee. No gain to the optionees is
possible without an increase in stock price, which will benefit all
shareholders commensurately.
</TABLE>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End
Option Values
The following table provides information regarding the pre-tax value
realized from the exercise of stock options during the Company's last fiscal
year and the value of unexercised options held by the named individuals as
of the end of such fiscal year.
Insert Aggregated Options Table
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money Options/SARs
On Exercise (#) Realized Options/SARs at FY-End (#) at FY-End ($) (3)
Name (1) (2) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Brian E. Shore -0- $-0- 91,250 113,750 $1,034,000 $414,375
E. Phillip Smoot 20,000 238,700 66,250 53,750 596,563 231,563
<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 February 28, 1999 ($27.25), less
exercise price, times the number of options outstanding.
</TABLE>
Employment and Consulting Agreements
Jerry Shore, Chairman of the Board, was President of the Company until March
4, 1996 and Chief Executive Officer of the Company until November 19, 1996.
In accordance with the provisions of an amended and restated employment
agreement between Jerry Shore and the Company, as amended, Jerry Shore is
serving as Chairman of the Board, and effective as of March 3, 1997, the
first day of the Company's 1998 fiscal year, he retired from full-time
employment with the Company and commenced serving as a consultant for a term
of five years. In accordance with the employment agreement, he is being
paid an annual consulting fee equal to 60% of his base salary in effect
under the agreement at the time of his retirement, subject to an indexed
cost of living increase. During the 1999 fiscal year, the Company paid him
a consulting fee of $226,728. In October 1997, in connection with the
Company's agreement to participate in a split dollar life insurance
agreement for Jerry Shore's benefit as discussed below, Jerry Shore agreed
to extend his consulting term for an additional year and agreed not to
compete with the Company during the consulting term.
In October 1997, the Company entered into a split-dollar life insurance
agreement with a trust established by Jerry Shore for the benefit of his
descendants, of which Jerry Shore's children, including Brian E. Shore, are
the trustees. Pursuant to this agreement, the Company pays to Jerry Shore
an amount equal to the portion of the annual premiums on two life insurance
policies held in the trust that represents the "economic benefit" to Jerry
Shore calculated in accordance with United States Treasury Department rules
then in effect ($15,825 in the 1999 fiscal year), and the Company pays the
balance of the annual premiums on the policies to the insurers ($113,027 in
the 1999 fiscal year). Both policies are joint life policies payable on the
death of the survivor of Jerry Shore and his spouse, with an aggregate face
value of $5 million. The aggregate amount of the premiums on the policies
paid by the Company constitutes indebtedness from the trust to the Company
and is secured by collateral assignments of the policies. Upon the
termination of the split-dollar life insurance agreement, whether by the
death of the survivor of the insureds or the earlier termination of the
agreement, the Company is entitled to be repaid by the trust the amount of
such indebtedness.
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 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. 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. The Board also has a
Stock Option Committee which 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
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.
The Board, the 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 Compensation Committee have reviewed the impact of
Section 162(m) of the Code which limits the deductibility of certain
otherwise deductible compensation in excess of $1 million paid to the Chief
Executive Officer and the other executive officer 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 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
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 Compensation Committee and
Stock Option Committee
Mark S. Ain Anthony Chiesa
Anthony Chiesa Lloyd Frank
Lloyd Frank Jerry Shore
Brian E. Shore
Jerry Shore
E. Phillip Smoot
Compensation Committee Interlocks and Insider Participation
Anthony Chiesa, a member of the Compensation and Stock Option
Committees, is a former Vice President of the Company who retired in 1977.
Lloyd Frank, also a member of such Committees, 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, the third member of
such Committees, was President of the Company until March 4, 1996 and Chief
Executive Officer of the Company until November 19, 1996. 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, and Brian E. Shore determines the
annual salary and cash bonus for each executive officer of the Company,
other than himself.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the annual cumulative total return
for the Company's five fiscal years ended February 28, 1999 among the
Company, the New York Stock Exchange Market Index (the "NYSE Index") and a
Media General Financial Services index for electronic components and
accessories manufacturers (the "Group Index") comprised of the Company and
217 other companies. The companies in the Group Index are classified in the
same three-digit industry group in the Standard Industrial Classification
Code system and are described as companies primarily engaged in the
manufacture of electronic components and accessories. The returns of each
company in the Group Index 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 25, 1994 and the reinvestment of
dividends (where applicable).
[Graph to come]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Park Electrochemical $100.00 $129.96 $244.77 $186.80 $249.12 $214.49
Group Index 100.00 118.39 163.15 257.67 309.46 373.08
NYSE Index 100.00 101.54 134.34 164.53 218.32 240.01
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act 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 1999 fiscal year.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the year 2000 Annual
Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act 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, 2000. In order for shareholder proposals made outside of
Rule 14a-8 under the Exchange Act to be considered "timely" within the
meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be
received by the Company at the Company's principal executive offices by
April 14, 2000. The Company's By-Laws require that proposals of
shareholders made outside of Rule 14a-8 under the Exchange Act must be
submitted, in accordance with the requirements of the By-Laws, not later
than April 14, 2000 and not earlier than March 15, 2000.
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 February 28, 1999 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 1, 1999
<PAGE>
[PROXY CARD]
PARK ELECTROCHEMICAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 13, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints ANTHONY
CHIESA, LLOYD FRANK and BRIAN E. SHORE, 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. (the "Company") to be held at The
Bank of New York, One Wall Street, New York, New York on July
13, 1999 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:
The Board of Directors recommends a vote "FOR" proposal 1.
(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.
MARK S. AIN, ANTHONY CHIESA, LLOYD FRANK,
BRIAN E. SHORE and JERRY SHORE
(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 as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the
Company's 1999 Annual Report and the accompanying Notice of
Meeting and Proxy Statement and hereby revokes any proxy or
proxies heretofore given.
Dated:____________________, 1999
________________________________
________________________________
(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 should sign.
