<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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.
</TABLE>
PARK-OHIO HOLDINGS CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE 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 transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
PARK-OHIO HOLDINGS CORP.
23000 EUCLID AVENUE
EUCLID, OHIO 44117
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 annual meeting of shareholders of
Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), will be held at
Benedictine High School, 2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on
Thursday, April 29, 1999, at 10:00 A.M., Cleveland Time, for the following
purposes:
1. Election of Directors. To elect three directors, as set forth in the
accompanying proxy statement, to serve for a term expiring at the annual
meeting of shareholders in the year 2002;
2. Other Business. To act on such other matters as may be properly brought
before the annual meeting or any adjournments, postponements or
continuations thereof.
Only shareholders of record at the close of business on March 5, 1999 are
entitled to notice of and to vote at the meeting.
All shareholders are invited to attend the annual meeting. To ensure your
representation at the annual meeting, however, you are urged to mark, sign and
return the enclosed proxy in the accompanying envelope, regardless of whether
you expect to attend the annual meeting. No postage is required if mailed in the
United States. Your proxy will not be used if you attend the annual meeting and
vote in person.
By Order of the Board of Directors
RONALD J. COZEAN
Secretary and General Counsel
March 31, 1999
<PAGE> 3
PARK-OHIO HOLDINGS CORP.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1999
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the annual
meeting of shareholders of the Company to be held at Benedictine High School,
2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on Thursday, April 29,
1999, at 10:00 A.M., Cleveland Time, and any and all adjournments, postponements
or continuations thereof. This proxy statement and the accompanying Notice of
1999 Annual Meeting of Shareholders and proxy are first being mailed to
shareholders on or about April 1, 1999. A shareholder giving a proxy may revoke
it, without affecting any vote previously taken, by a later appointment received
by the Company or by giving notice to the Company in writing or in open meeting.
Attendance at the meeting will not in itself revoke a proxy. Shares represented
by properly executed proxies will be voted at the meeting. If a shareholder has
specified how the proxy is to be voted with respect to a matter listed on the
proxy it will be voted in accordance with such specifications, and if no
specification is made the executed proxy will be voted "FOR" the election of the
nominees for directors. The Company's Articles of Incorporation do not provide
for cumulative voting in the election of directors.
The record date for the determination of shareholders entitled to notice of
and to vote at the 1999 annual meeting is March 5, 1999. As of March 5, 1999,
there were issued and outstanding 10,792,256 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"). Each share has one vote.
So far as the Company is aware, no matters other than those described in
this proxy statement will be presented to the meeting for action on the part of
the shareholders. If any other matters are properly brought before the meeting,
it is the intention of the persons named in the accompanying proxy to vote the
shares to which the proxy relates thereon in accordance with their best
judgment. Abstentions and broker non-votes will be counted as present at the
meeting for purposes of determining a quorum, but will not be counted as voting,
except as otherwise required by law and indicated herein.
The cost of soliciting proxies, including the charges and expenses incurred
by persons holding shares in their name as nominee for the forwarding of proxy
materials to the beneficial owners of such shares, will be borne by the Company.
Proxies may be solicited by officers and employees of the Company, by letter, by
telephone or in person. Such individuals will not be additionally compensated
but may be reimbursed by the Company for reasonable out-of-pocket expenses
incurred in connection therewith. In addition, the Company has retained Morrow &
Co., Inc., a professional proxy soliciting firm, to assist in the solicitation
of proxies and will pay such firm a fee, estimated to be $4,000, plus
reimbursement of out-of-pocket expenses.
1
<PAGE> 4
ELECTION OF DIRECTORS
GENERAL
The authorized number of directors of the Company is presently fixed at
nine, divided into three classes of three members, respectively. The directors
of each class are elected for three-year terms so that the term of office of one
class of directors expires at each annual meeting. One vacancy presently exists
in the class of directors whose term of office is due to expire at the 2001
annual meeting.
The terms of office of Thomas E. McGinty, Kevin R. Greene and Felix J.
Tarorick will expire on the day of the 1999 annual meeting, upon election of
successors. The Board of Directors has nominated each such director to be
re-elected for a three-year term and until his successor is elected and
qualified. The persons named in the accompanying proxy will vote the proxies
received by them (unless authority to vote is withheld) for the election of
Thomas E. McGinty, Kevin R. Greene and Felix J. Tarorick. If any nominee is not
available at the time of election, the proxy holders may vote in their
discretion for a substitute or such vacancy may be filled later by the Board.
The Company has no reason to believe any nominee will be unavailable.
RECOMMENDATION AND VOTE REQUIRED
The affirmative vote of a plurality of the shares of Common Stock
represented at the meeting is required to elect Thomas E. McGinty, Kevin R.
Greene and Felix J. Tarorick as directors of the Company to serve until the
annual meeting of shareholders in the year 2002.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THOMAS E.
MCGINTY, KEVIN R. GREENE AND FELIX J. TARORICK AS DIRECTORS.
BIOGRAPHICAL INFORMATION
Information is set forth below regarding the nominees for election and the
directors who will continue in office as directors of the Company after the
meeting, including their ages, principal occupations during the past five years
and other directorships presently held. Also set forth is the date each was
first elected as a director of the Company or a corporation that has been merged
into the Company.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION
- -------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Kevin R. Greene+ 40 Director of the Company since 1998; Chairman and Chief
Executive Officer of Value Investing Partners, Inc.
(international investment banking firm) since 1992; formerly
a management consultant with McKinsey & Company; President
of Board of Trustees of Oratory Prep in Summit, NJ
Thomas E. McGinty*+ 69 Director of the Company since 1986; President, Belvoir
Consultants, Inc. (management consultants) since 1983
Felix J. Tarorick 56 Director of the Company since 1998; Vice Chairman of the
Company since 1998 and Vice President of Operations of the
Company since 1996; President of the Company's former
Consumer Products Group from 1992 to 1995
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2000
- ----------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Matthew V. Crawford 29 Director of the Company since 1997; Assistant Secretary and
Corporate Counsel of the Company since February, 1995;
President of Crawford Container Company since 1991; Mr. E.
Crawford is the father of Mr. M. Crawford
Lewis E. Hatch, Jr.+# 72 Director of the Company since 1992; retired, former Chairman
and Chief Operating Officer, Rusch International
(international medical device company); Director, Teleflex,
Incorporated and ImageMax, Inc.
Lawrence O. Selhorst# 66 Director of the Company since 1995; Chairman of the Board
and Chief Executive Officer of American Spring Wire
Corporation (spring wire manufacturer) since 1968; former
Chairman of the Board of RB&W Corporation from September,
1992 to March, 1995
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2001
- ----------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION
NAME AGE AND OTHER DIRECTORSHIPS
---- --- ------------------------------------------------------------
<S> <C> <C>
Edward F. Crawford* 59 Director, Chairman and Chief Executive Officer of the
Company since 1992; President of the Company since 1997;
Chairman and Chief Executive Officer, Crawford Group, Inc.
(manufacturing businesses) since 1964; Director of
Continental Global Group, Inc.
James W. Wert*# 52 Director of the Company since 1992; retired, former Senior
Executive Vice President and Chief Investment Officer,
KeyCorp (financial services company) from August, 1995 to
July, 1996; Chief Financial Officer, KeyCorp from 1994 to
1995; Vice Chairman and Chief Financial Officer, Society
Corporation (financial services company) from 1990 to 1994;
Director of Continental Global Group, Inc., Marlin Leasing
Corporation and Paragon Corporate Holdings, Inc.
</TABLE>
- ---------------
* Member, Executive Committee
+ Member, Audit Committee
# Member, Compensation Committee
3
<PAGE> 6
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock of the Company by: (i) each person (or
group of affiliated persons) known to the Company to be the beneficial owner of
more than five percent of the outstanding Common Stock; (ii) each director of
the Company; (iii) each Named Executive Officer individually; and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the information is as of March 1, 1999 and the nature of beneficial
ownership consists of sole voting and investment power.
<TABLE>
<CAPTION>
SHARES OF PERCENT
NAME OF BENEFICIAL OWNER COMMON STOCK OF CLASS
------------------------ -------------------- --------
<S> <C> <C>
Edward F. Crawford.................................. 2,907,000(a)(b) 26.2%
Matthew V. Crawford................................. 465,600(b)(c) 4.3%
Thomas E. McGinty................................... 129,700(d) 1.2%
Felix J. Tarorick................................... 92,500(c) *
James W. Wert....................................... 60,000(d) *
James S. Walker..................................... 57,600(c) *
Lawrence O. Selhorst................................ 49,701(d) *
Ronald J. Cozean.................................... 37,000(c) *
Lewis E. Hatch, Jr.................................. 32,060(d) *
Patrick W. Fogarty.................................. 24,000(c) *
Kevin R. Greene..................................... 11,000(e) *
Capital Research and Management Company............. 750,000(f) 7.0%
Artisan Partners Limited Partnership................ 730,400(g) 6.8%
Dimensional Fund Advisors, Inc...................... 704,561(h) 6.5%
GAMCO Investors, Inc................................ 669,829(i) 6.2%
Directors and executive officers as a group (11
persons).......................................... 3,803,161 33.6%
</TABLE>
- ---------------
* Less than one percent.
(a) The total includes 2,525,000 shares over which Mr. E. Crawford has sole
voting and investment power, 22,500 shares owned by L'Accent de Provence of
which Mr. E. Crawford is President and owner of 25% of its capital stock and
over which Mr. E. Crawford shares voting and investment power, 9,500 shares
owned by Mr. E. Crawford's wife as to which Mr. E. Crawford disclaims
beneficial ownership, and 300,000 shares subject to stock options currently
exercisable. The address of Mr. E. Crawford is the business address of the
Company.
(b) Messrs. E. Crawford and M. Crawford have shared voting power and investment
power with respect to 50,000 shares held by a charitable foundation. The
50,000 shares are included in the beneficial ownership amounts reported for
both Mr. E. Crawford and Mr. M. Crawford.
(c) The totals for Messrs. M. Crawford, Tarorick, Walker, Cozean, and Fogarty
include 10,000 shares, 40,000 shares, 38,500 shares, 37,000 shares, and
24,000 shares, respectively, of Common Stock issuable pursuant to currently
exercisable stock options.
(d) Includes 18,000 shares of Common Stock issuable pursuant to currently
exercisable stock options.
4
<PAGE> 7
(e) Includes 6,000 shares of Common Stock issuable pursuant to currently
exercisable stock options.
(f) Based on information set forth on Schedule 13G dated February 8, 1999.
Capital Research and Management Company ("Capital"), a registered investment
adviser, reported no voting power and sole investment power over 750,000
shares, but disclaimed beneficial ownership of all such shares, as of
December 31, 1998. The address for Capital is 333 South Hope Street, Los
Angeles, California 90071.
(g) Based on information set forth on Amendment No. 1 to Schedule 13G dated
February 10, 1999. Artisan Partners Limited Partnership ("Artisan Partners")
reported beneficial ownership of 730,400 shares as of December 31, 1998.
Artisan Partners reported shared voting and investment power with respect to
all such shares. The address for Artisan Partners is 1000 North Water
Street, #1770, Milwaukee, Wisconsin 53202.
(h) Based on information set forth on Amendment No. 2 to Schedule 13G dated
February 11, 1999. Dimensional Fund Advisors Inc. ("Dimensional"), a
registered investment advisor, furnishes investment advice to four
investment companies and serves as investment manager to certain other
investment vehicles, including commingled group trusts (the "Portfolios").
Dimensional reported beneficial ownership of 704,561 shares as of December
31, 1998, all of which shares were held by the Portfolios. Dimensional
reported sole voting and investment power with respect to all of such
shares, but disclaimed beneficial ownership of all such shares. The address
for Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401.
(i) Based on information set forth on Amendment No. 1 to Schedule 13D dated
February 24, 1999. Includes 496,275 shares held by GAMCO Investors, Inc.,
162,715 shares held by Gabelli Funds, LLC, 7,500 shares held by Gabelli
Performance Partnership L.P., and 3,339 shares held by Mr. Mario J. Gabelli,
as of February 23, 1999. Gabelli Funds, Inc. is the ultimate parent holding
company for the above listed companies, and Mr. Mario J. Gabelli is the
majority owner of Gabelli Funds, Inc. which has its principal business
office at One Corporate Center, Rye, New York 10580.
5
<PAGE> 8
CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has established an Executive Committee, an Audit
Committee, a Compensation Committee and an Outside Directors Committee. The
Board has no standing nominating committee. During 1998, the Board held five
meetings, the Audit Committee held two meetings, the Compensation Committee held
one meeting, the Executive Committee and the Outside Directors Committee held no
meetings. During 1998, each of the directors attended at least 75% of the
meetings of the Board and of any committee on which he served.
Except as otherwise provided in the Company Regulations, the Executive
Committee has all powers and rights necessary to exercise the full authority of
the Board of Directors in the management of the business and affairs of the
Company when necessary in between meetings of the Board of Directors. The
Executive Committee consists of Messrs. E. Crawford, McGinty and Wert, with Mr.
McGinty as its chairman.
The Audit Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls. The Audit Committee is authorized to: (i) make recommendations to the
Board of Directors regarding the engagement of the Company's independent
accountants; (ii) review the plan, scope and results of the annual audit, the
independent auditors' letter of comments and management's response thereto, and
the scope of any nonaudit services which may be performed by the independent
auditors; (iii) manage the Company's policies and procedures with respect to
internal accounting and financial controls; and (iv) review any changes in
accounting policy. The Audit Committee consists of Messrs. Hatch, Greene and
McGinty, with Mr. Hatch as its chairman.
The Compensation Committee is authorized and directed to: (i) review and
approve the compensation and benefits of the executive officers; (ii) review and
approve the annual salary plans; (iii) review management organization and
development; (iv) review and advise management regarding the benefits, including
bonuses, and other terms and conditions of employment of other employees; and
(v) administer any stock option plans which may be adopted and the granting of
options under such plans. The Compensation Committee consists of Messrs. Hatch,
Selhorst and Wert, with Mr. Selhorst as its chairman.
The Outside Directors Committee is authorized to review corporate
governance matters, including any potential conflict of interest that may arise
involving certain, if any, employee directors. The Outside Directors Committee
consists of Messrs. Greene, Hatch, McGinty, Selhorst and Wert, with Mr. Wert as
its chairman.
COMPENSATION OF THE BOARD OF DIRECTORS
The Company compensates non-employee directors for serving on the Board of
Directors and reimburses them for any expenses incurred in connection with Board
of Directors meetings. During 1998, non-employee directors received compensation
in the form of grants of options for 6,000 shares of Common Stock in accordance
with the Company's 1996 Non-employee Director Stock Option Plan approved by the
shareholders of the Company at the 1996 Annual Meeting.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth the respective amounts of compensation paid
to the Chairman of the Board and Chief Executive Officer and the four other
highest paid executive officers of the Company (collectively, the "Named
Executive Officers") for each of the years indicated.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------- SECURITIES ------------------
UNDERLYING
NAME AND OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS(#)(1) COMPENSATION($)(2)
------------------ ---- --------- -------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Edward F. Crawford 1998 500,000 25,000 0 164
Chairman of the Board, Chief 1997 225,000 80,000 0 164
Executive Officer and President 1996 225,000 2,000 500,000 164
Felix J. Tarorick 1998 150,000 55,000 2,000 3,164
Vice Chairman of the Board and 1997 150,000 50,000 0 3,164
Vice President of Operations 1996 150,000 45,000 10,000 3,164
James S. Walker 1998 170,000 30,000 2,000 3,164
Vice President and 1997 170,000 36,250 0 3,164
Chief Financial Officer 1996 140,000 30,000 10,000 3,464
Ronald J. Cozean 1998 100,000 25,000 3,000 2,664
Secretary and General Counsel 1997 100,000 25,000 0 2,664
1996 100,000 25,000 7,000 2,664
Patrick W. Fogarty 1998 110,000 35,000 3,000 3,064
Director of Corporate Development 1997 110,000 35,000 0 3,064
1996 110,000 10,000 4,000 2,564
</TABLE>
- ---------------
(1) Reflects the number of shares of Common Stock covered by stock options
granted during the years shown. No stock appreciation rights ("SARs") were
granted to the Named Executive Officers during the years shown.
(2) For the year ended December 31, 1998, all other compensation includes
contributions made by the Company under the Company's Supplemental Defined
Contribution Plan as follows: Mr. Tarorick $3,000 and Mr. Walker $3,000, and
under the Company's Individual Account Retirement Plan: Mr. Cozean $2,500
and Mr. Fogarty $2,900; and insurance premiums of $164 paid by the Company
to each of the Named Executive Officers.
STOCK BASED COMPENSATION, INCLUDING OPTIONS
At the 1998 Annual Meeting, the shareholders approved the 1998 Long-Term
Incentive Plan (the "1998 Plan") that permits the granting of stock options
(either "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code or nonstatutory stock options), stock appreciation rights,
restricted shares, performance shares or stock awards. The 1998 Plan is
administered by the Compensation Committee of the Board of Directors, which has
authority to select officers and key employees to be participants and to
determine the type and number of awards to be granted.
The number of shares currently available for grant under the 1998 Plan
shall not exceed 550,000, subject to adjustment under certain circumstances when
the number of outstanding shares changes. The option price for stock options
granted under the 1998 Plan is fixed by the Compensation Committee, but in no
event will it be less than the fair market value of the Company's Common Stock
on the date of grant. The 1998 Plan continues in effect until terminated by the
Board of Directors.
No awards were made in 1998 under the 1998 Plan. Prior to the 1998 Annual
Meeting, the Amended and Restated 1992 Stock Option Plan (the "1992 Plan") was
in effect. The Compensation Committee granted
7
<PAGE> 10
stock options during 1998 under the 1992 Plan. The following tables set forth
information regarding the grant of stock options to Named Executive Officers in
1998 and the value of unexercised options as of December 31, 1998.
OPTION/SAR GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE AT
UNDERLYING SARS ASSUMED ANNUAL RATES OF
OPTIONS/ GRANTED TO STOCK PRICE APPRECIATION FOR
SARS EMPLOYEES EXERCISE OPTION TERM(3)
GRANTED(#) IN FISCAL OR BASE EXPIRATION -----------------------------
NAME (1) YEAR PRICE($/SH)(2) DATE 0%($) 5%($) 10%($)
---- ---------- ---------- -------------- ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald J. Cozean 3,000 2.6% 18.25 5/27/08 0 34,440 87,270
Edward F. Crawford 0 0% N/A N/A N/A N/A N/A
Patrick W. Fogarty 3,000 2.6% 18.25 5/27/08 0 34,440 87,270
Felix J. Tarorick 2,000 1.7% 18.25 5/27/08 0 22,960 58,180
James S. Walker 2,000 1.7% 18.25 5/27/08 0 22,960 58,180
</TABLE>
- ---------------
(1) Options become exercisable to the extent of 33 1/3% of the subject shares
after one year from the date of grant, 66 2/3% after two years from the date
of grant, and 100% after three years from the date of grant.
(2) Represents the NASDAQ closing price on the day prior to grant.
(3) The assumed rates of appreciation are not intended to represent either past
or future appreciation rates with respect to the Company's Common Stock. The
rates are prescribed in the applicable Commission rules for use by all
companies for the purpose of this table.
AGGREGATED OPTION/SAR EXERCISES IN 1998
AND DECEMBER 31, 1998 OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Ronald J. Cozean None N/A 34,667/ 5,333 $ 92,000/$ 3,500
Edward F. Crawford None N/A 200,000/300,000 $300,000/$450,000
Patrick W. Fogarty None N/A 22,667/ 4,333 $ 21,500/$ 2,000
Felix J. Tarorick None N/A 36,667/ 5,333 $153,125/$ 5,000
James S. Walker 1,500 $6,563 35,167/ 5,333 $144,125/$ 5,000
</TABLE>
- ---------------
(1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 1998"
was calculated by determining the difference between the fair market value
of the underlying Common Stock at December 31, 1998 (the Nasdaq closing
price of the Park-Ohio Common Stock on December 31, 1998 was $15.125) and
the exercise price of the option. An option is "In-the-Money" when the fair
market value of the underlying Park-Ohio Common Stock exceeds the exercise
price of the option.
8
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company has structured its executive compensation program to support
the objectives and entrepreneurial culture of the Company. The Compensation
Committee's policy is to provide executive officers with a base salary, with an
opportunity for each executive to earn a bonus based on merit. In addition, the
Compensation Committee aligns the interests of executives with the long-term
interests of the Company's shareholders by awarding stock based compensation.
Historically, stock based compensation has been exclusively in the form of stock
options. At the Company's 1998 Annual Meeting, the shareholders approved the
1998 Long-Term Incentive Plan ("1998 Plan"). In accordance with the 1998 Plan,
future awards of stock based compensation may be in the form of stock options,
stock appreciation rights, restricted shares, performance shares or stock
awards. During 1998, no awards were granted under the 1998 Plan.
Base salaries for executive officers are intended to be competitive in the
employment market. Bonuses and grants of stock based compensation are made to
executives, other than the Chief Executive officer and the Vice President of
Operations, based upon the Chief Executive Officer's recommendation to the
Compensation Committee, which is subjectively based upon each executive's
contribution and anticipated contribution to the achievement of the Company's
financial and strategic objectives. The Vice President of Operations' bonus is
determined based on the operating profit of the businesses which he principally
oversees. The CEO's bonus is determined by the Compensation Committee based on
discussions with Mr. Crawford regarding the earnings performance of the Company
and Mr. Crawford's performance self-evaluation.
Mr. Crawford, Chairman, Chief Executive Officer, and President, Mr.
Tarorick, Vice President of Operations, Mr. Walker, Vice President and Chief
Financial Officer, Mr. Cozean, Secretary and General Counsel, and Mr. Fogarty,
Director of Development are the named executive officers of the Company. During
1998, the base salaries for all named executive officers were identical to base
salaries for 1997, except for Mr. Crawford whose salary was increased from
$225,000 to $500,000. The Committee increased Mr. Crawford's base salary after
reviewing competitive salary survey data.
Mr. Crawford recommended that Messrs. Walker, Cozean, and Fogarty receive
bonuses of $30,000, $25,000, and $35,000, respectively. The Committee approved
these bonuses. The Committee approved a bonus of $55,000 for Mr. Tarorick based
on the operating profits of the companies he oversees. Mr. Crawford recommended
that Messrs. Walker and Tarorick receive 2,000 stock options and Messrs. Cozean
and Fogarty receive 3,000 stock options under the Company's Amended and Restated
1992 Stock Option Plan. The Committee approved these grants.
The Compensation Committee approved a $25,000 bonus for Mr. Crawford for
1998. No options were granted to Mr. Crawford in 1998.
During 1998, the members of the Compensation Committee were:
Lewis E. Hatch, Jr.
Lawrence O. Selhorst, Chairman
James W. Wert
9
<PAGE> 12
PERFORMANCE COMPARISONS
The graph and chart set forth below compare the cumulative total
shareholder return of the Company's Common Stock for the five years ended
December 31, 1998 to (a) the Total Return Index for the Nasdaq Stock Market
(U.S. Companies), (b) a group of companies previously selected by the Company on
the basis of similar business lines, and (c) the S&P SmallCap Performance 600.
In all cases shown, the chart assumes the investment of $100 on December 31,
1993 and the reinvestment of all dividends.
Due to acquisitions in the Company's Logistics Segment and its overall
growth, the Company is no longer similar to those companies in the peer group.
The Company has included the S&P SmallCap Performance 600 Index this year as a
replacement for the Self-Determined Peer Group. The Company has chosen the S&P
SmallCap Performance 600 Index as an index of issuers with similar market
capitalizations because the Company does not believe it can reasonably identify
a peer group or select an appropriate published industry or line-of-business
index. Such industry or line-of-business indices are comprised primarily of
either retailers or manufacturers whose business is not substantially similar to
the Company's businesses.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
SELF-DETERMINED PEER GROUP
<TABLE>
<CAPTION>
PARK-OHIO NASDAQ STOCK
--------- MARKET (U.S. SELF-DETERMINED PEER S&P SMALLCAP
COMPANIES)(1) GROUP(2) PERFORMANCE 600
------------- -------------------- ---------------
<S> <C> <C> <C> <C>
'1993' 100.00 100.00 100.00 100.00
'1994' 100.00 97.80 95.60 94.20
'1995' 125.20 138.30 138.10 121.10
'1996' 100.00 170.00 186.00 145.50
'1997' 141.70 208.30 193.70 181.20
'1998' 117.50 293.50 135.20 177.40
</TABLE>
- ---------------
(1) The index is issued by the University of Chicago Graduate School of
Business, Center for Research in Security Prices.
(2) This peer group is comprised of Gehl Company, Walbro Corporation, Essef
Corporation, Ameriwood Industries International Corporation, and Wyman
Gordon Corporation. The returns of each issuer have been weighted according
to the respective company's stock market capitalization. Market
capitalization is determined by price multiplied by shares outstanding at
the close of the previous day.
10
<PAGE> 13
CERTAIN TRANSACTIONS
GAMCO, a wholly-owned subsidiary of the Company, leases space in three
buildings in Conneaut, Ohio: (i) a 91,500 square foot facility owned by a
company owned by Mr. M. Crawford, at a monthly rent of $27,000; (ii) an
additional 70,000 square foot attached facility owned by the same company, at a
monthly rate of $9,000; and (iii) a separate 50,000 square foot facility owned
by Mrs. E. Crawford, at a monthly rent of $3,000. Ajax leases a facility in
Cleveland, Ohio at a monthly rent of $20,833. This facility is owned by a
corporation whose shareholders are Mr. E. Crawford and his son, Mr. M. Crawford.
The Company believes that the foregoing transactions were all on terms at
least as favorable to the Company as if negotiated on an arms-length basis with
unrelated third parties.
APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed Ernst & Young LLP independent public accountants, to audit and report
on the consolidated financial statements of the Company for the fiscal year
ending December 31, 1999, and to perform such other services as may be required
of them. In making its recommendation, the Audit Committee reviewed both the
audit scope and estimated fees of Ernst & Young for the audit of the 1998
financial statements.
Representatives of Ernst & Young will have an opportunity to make a
statement at the Annual Meeting, if they so desire, and will be available to
respond to appropriate shareholders' questions.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 2000 annual
meeting must give notice, in compliance with Section 6 of the Company
Regulations, to the Secretary of the Company at 23000 Euclid Avenue, Cleveland,
Ohio 44117. The notice must be received by February 28, 2000. To have the
proposal included in the Company's proxy statement and form of proxy for that
meeting, the shareholder must, in addition to complying with the applicable laws
and regulations governing the submission of such proposals, deliver the proposal
in writing to the Secretary of the Company for consideration not later than
December 3, 1999.
ANNUAL REPORT
The integrated Annual Report and Form 10-K of the Company for the year
ended December 31, 1998 is being mailed to each shareholder of record with this
Proxy Statement. Additional copies may be obtained from the undersigned.
PARK-OHIO HOLDINGS CORP.
RONALD J. COZEAN
Secretary and General Counsel
March 31, 1999
11
<PAGE> 14
DIRECTIONS TO BENEDICTINE HIGH SCHOOL
2900 MARTIN LUTHER KING, JR. DRIVE
CLEVELAND, OHIO
FROM THE SOUTH
Take I-77 North.
Exit at East 55th Street exit, toward East 55th.
At traffic light, turn left on East 55th and cross bridge.
Turn right on Grand Avenue.
When Grand Avenue dead ends, turn right on Kinsman Road and
travel approximately 2 miles.
Turn left on Martin Luther King, Jr. Drive.
Benedictine is 1/2 mile on the left.
FROM THE WEST
Take I-90 East to I-490 East.
Take I-490 until it dead ends into East 55th Street.
Follow the directions FROM THE SOUTH from the traffic light
at the East 55th Street exit.
TURNPIKE FROM THE SOUTHWEST
Take Turnpike to Exit 12 and watch for Rt. 8 North sign.
Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express
Lane).
Exit at Chagrin Blvd.
Turn left at Chagrin Blvd. Take Chagrin to Richmond Road.
Turn right at Richmond Road and drive past first Shaker
Blvd. sign (one way going East).
Watch for second Shaker Blvd. sign (one way going West).
Turn left and drive about 6 miles.
After passing the E. 116 Street sign, get in left lane.
Turn left at Martin Luther King, Jr. Drive.
Drive past Benedictine. Turn right into parking lot.
FROM THE EAST
Take I-90 West to I-271 South.
Follow I-271 South to Chagrin Blvd. exit.
Turn right and go about a 1/4 mile to Richmond Road (BP
station is on right corner).
Turn right and proceed to the second traffic light, Shaker
Blvd., which is a one way street going West.
Turn left. Continue on Shaker Blvd. for approximately 6
miles to Martin Luther King, Jr. Drive.
Turn left and drive past Buckeye Road and past Benedictine
High School.
At first driveway, turn right into parking lot.
FROM DOWNTOWN
Take Carnegie Avenue East and continue past the Cleveland
Clinic.
Turn right at Stokes Blvd (formerly Fairhill).
Go past water filtration plant to Martin Luther King, Jr.
Drive.
Turn right and go straight approximately one mile, past St.
Luke's Hospital (on right).
Turn right on Shaker Blvd.
Go to Martin Luther King, Jr. Drive (first light) and turn
left.
Go past Benedictine. Turn right into driveway.
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO
INVESTOR RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
James W. Wert, Lewis E. Hatch and Lawrence O. Selhorst or
either of them, are hereby authorized, with full power of
substitution, to represent and vote the Common Stock of the
undersigned at the annual meeting of shareholders of Park-Ohio
Holdings Corp. (the "Company") to be held at Benedictine High
School Auditorium, 2900 Martin Luther King, Jr. Drive,
Cleveland, Ohio, on April 29, 1999, and any and all
adjournments, postponements or continuations thereof.
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES
REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE
SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED
FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT
TO THE PROXY STATEMENT AND FOR THE OTHER PROPOSALS INDICATED.
IN THE EVENT OF CUMULATIVE VOTING FOR DIRECTORS, UNLESS
OTHERWISE INDICATED BY THE UNDERSIGNED, A VOTE FOR THE NOMINEES
LISTED WILL GIVE THE PROXYHOLDERS DISCRETIONARY AUTHORITY TO
CUMULATE ALL VOTES TO WHICH THE UNDERSIGNED IS ENTITLED AND TO
ALLOCATE THEM IN FAVOR OF ANY ONE OR MORE SUCH NOMINEES AS THE
PROXYHOLDERS DETERMINE.
1. THE ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as otherwise marked below) to vote for all
nominees listed below
Kevin R. Greene, Thomas E. McGinty, and Felix J.
Tarorick
(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF
(Continued and to be signed, on the reverse side)
P
R
O
X
Y
<PAGE> 15
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 1999
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
<PAGE> 16
DIRECTIONS TO BENEDICTINE HIGH SCHOOL
2900 MARTIN LUTHER KING, JR. DRIVE
CLEVELAND, OHIO
FROM THE SOUTH
Take I-77 North.
Exit at East 55th Street exit, toward East 55th.
At traffic light, turn left on East 55th and cross bridge.
Turn right on Grand Avenue.
When Grand Avenue dead ends, turn right on Kinsman Road and
travel approximately 2 miles.
Turn left on Martin Luther King, Jr. Drive.
Benedictine is 1/2 mile on the left.
FROM THE WEST
Take I-90 East to I-490 East.
Take I-490 until it dead ends into East 55th Street.
Follow the directions FROM THE SOUTH from the traffic light
at the East 55th Street exit.
TURNPIKE FROM THE SOUTHWEST
Take Turnpike to Exit 12 and watch for Rt. 8 North sign.
Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express
Lane).
Exit at Chagrin Blvd.
Turn left at Chagrin Blvd. Take Chagrin to Richmond Road.
Turn right at Richmond Road and drive past first Shaker
Blvd. sign (one way going East).
Watch for second Shaker Blvd. sign (one way going West).
Turn left and drive about 6 miles.
After passing the E. 116 Street sign, get in left lane.
Turn left at Martin Luther King, Jr. Drive.
Drive past Benedictine. Turn right into parking lot.
FROM THE EAST
Take I-90 West to I-271 South.
Follow I-271 South to Chagrin Blvd. exit.
Turn right and go about a 1/4 mile to Richmond Road (BP
station is on right corner).
Turn right and proceed to the second traffic light, Shaker
Blvd., which is a one way street going West.
Turn left. Continue on Shaker Blvd. for approximately 6
miles to Martin Luther King, Jr. Drive.
Turn left and drive past Buckeye Road and past Benedictine
High School.
At first driveway, turn right into parking lot.
FROM DOWNTOWN
Take Carnegie Avenue East and continue past the Cleveland
Clinic.
Turn right at Stokes Blvd (formerly Fairhill).
Go past water filtration plant to Martin Luther King, Jr.
Drive.
Turn right and go straight approximately one mile, past St.
Luke's Hospital (on right).
Turn right on Shaker Blvd.
Go to Martin Luther King, Jr. Drive (first light) and turn
left.
Go past Benedictine. Turn right into driveway.
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO
INVESTOR RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
To Key Trust Company of Ohio, N.A., Trustee of the Individual
Account Retirement Plan of Park-Ohio Industries, Inc. and Its
Subsidiaries (the "Plan"): The undersigned, a participant in
the Plan, hereby directs the Trustee to vote in person or by
proxy (a) all common shares of Park-Ohio Holdings Corp.
credited to the undersigned's account under the Plan on the
record date ("allocated shares"); and (b) the proportionate
number of common shares of Park-Ohio Holdings Corp. allocated
to the accounts of other participants in the Plan, but for
which the Trustee does not receive valid voting instructions
("non-directed shares") and as to which the undersigned is
entitled to direct the voting in accordance with the Plan
provisions. Under the Plan, shares allocated to the accounts of
participants for which the Trustee does not receive timely
directions in the form of a signed voting instruction card are
voted by the Trustee as directed by the participants who timely
tender a signed voting instruction card. By completing this
Confidential Voting Instruction Card and returning it to the
Trustee, you are authorizing the Trustee to vote allocated
shares and a proportionate amount of the non-directed shares
held in the Plan. The number of non-directed shares for which
you may instruct the Trustee to vote will depend on how many
other participants exercise their right to direct the voting of
their allocated shares. Any participant wishing to vote the
nondirected shares differently from the allocated shares may do
so by requesting a separate voting instruction card from the
Trustee at (216) 689-3685.
If this Confidential Voting Instruction Card is properly
executed and returned, shares represented hereby will be voted
in the manner specified by the participant.
1. THE ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as otherwise marked below) to vote for all
nominees listed below
Kevin R. Greene, Thomas E. McGinty, and Felix J.
Tarorick
(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF
(Continued and to be signed, on the reverse side)
V
O
T
I
N
G
I
N
S
T
R
U
C
T
I
O
N
S
<PAGE> 17
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 1999
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
<PAGE> 18
DIRECTIONS TO BENEDICTINE HIGH SCHOOL
2900 MARTIN LUTHER KING, JR. DRIVE
CLEVELAND, OHIO
FROM THE SOUTH
Take I-77 North.
Exit at East 55th Street exit, toward East 55th.
At traffic light, turn left on East 55th and cross bridge.
Turn right on Grand Avenue.
When Grand Avenue dead ends, turn right on Kinsman Road and
travel approximately 2 miles.
Turn left on Martin Luther King, Jr. Drive.
Benedictine is 1/2 mile on the left.
FROM THE WEST
Take I-90 East to I-490 East.
Take I-490 until it dead ends into East 55th Street.
Follow the directions FROM THE SOUTH from the traffic light
at the East 55th Street exit.
TURNPIKE FROM THE SOUTHWEST
Take Turnpike to Exit 12 and watch for Rt. 8 North sign.
Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express
Lane).
Exit at Chagrin Blvd.
Turn left at Chagrin Blvd. Take Chagrin to Richmond Road.
Turn right at Richmond Road and drive past first Shaker
Blvd. sign (one way going East).
Watch for second Shaker Blvd. sign (one way going West).
Turn left and drive about 6 miles.
After passing the E. 116 Street sign, get in left lane.
Turn left at Martin Luther King, Jr. Drive.
Drive past Benedictine. Turn right into parking lot.
FROM THE EAST
Take I-90 West to I-271 South.
Follow I-271 South to Chagrin Blvd. exit.
Turn right and go about a 1/4 mile to Richmond Road (BP
station is on right corner).
Turn right and proceed to the second traffic light, Shaker
Blvd., which is a one way street going West.
Turn left. Continue on Shaker Blvd. for approximately 6
miles to Martin Luther King, Jr. Drive.
Turn left and drive past Buckeye Road and past Benedictine
High School.
At first driveway, turn right into parking lot.
FROM DOWNTOWN
Take Carnegie Avenue East and continue past the Cleveland
Clinic.
Turn right at Stokes Blvd (formerly Fairhill).
Go past water filtration plant to Martin Luther King, Jr.
Drive.
Turn right and go straight approximately one mile, past St.
Luke's Hospital (on right).
Turn right on Shaker Blvd.
Go to Martin Luther King, Jr. Drive (first light) and turn
left.
Go past Benedictine. Turn right into driveway.
- STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING
SITE.
- PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO
INVESTOR RELATIONS DEPARTMENT AT 216-692-7200.
DETACH CARD
- --------------------------------------------------------------------------------
[PARK-OHIO HOLDINGS CORP. LOGO]
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
Elizabeth A. Boris, Ronald J. Cozean, and James S. Walker, or
any of them, Trustees of RB&W Corporation Employee Stock
Ownership Plan (the "Plan"), are hereby authorized, with full
power of substitution, to represent and vote the Common Stock
of the undersigned Plan Participant at the annual meeting of
shareholders of Park-Ohio Holdings Corp. (the "Company") to be
held at Benedictine High School Auditorium, 2900 Martin Luther
King, Jr. Drive, Cleveland, Ohio, on April 29, 1999, and any
and all adjournments, postponements or continuations thereof.
IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY
EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED
IN THE MANNER SPECIFIED BY THE PLAN PARTICIPANT. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF
THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE PROXY
STATEMENT AND FOR THE OTHER PROPOSALS INDICATED. IN THE EVENT
OF CUMULATIVE VOTING FOR DIRECTORS, UNLESS OTHERWISE INDICATED
BY THE UNDERSIGNED, A VOTE FOR THE NOMINEES LISTED WILL GIVE
THE TRUSTEES DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO
WHICH THE UNDERSIGNED IS ENTITLED AND TO ALLOCATE THEM IN FAVOR
OF ANY ONE OR MORE SUCH NOMINEES AS THE TRUSTEES DETERMINE.
1. THE ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as otherwise marked below) to vote for all
nominees listed below
Kevin R. Greene, Thomas E. McGinty and Felix J. Tarorick
(Instructions: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name.)
2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION
THEREOF
(Continued and to be signed, on the reverse side)
V
O
T
I
N
G
I
N
S
T
R
U
C
T
I
O
N
S
<PAGE> 19
DETACH CARD
- --------------------------------------------------------------------------------
Proxy No. (Continued from reverse side) Common Shares
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
DATE: , 1999
--------------------------
--------------------------
(Sign here)
NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
