<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [x]
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
DONNELLY CORPORATION
(Name of registrant as specified in its charter)
DONNELLY CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:____
___________________________________________________________________
(2) Aggregate number of securities to which transactions applies:______
___________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:________________________________
(4) Proposed maximum aggregate value of transaction:___________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:____________________________________________
(2) Form, schedule or registration statement no.:______________________
(3) Filing party:______________________________________________________
(4) Date filed:________________________________________________________
<PAGE> 2
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 21, 1994
[LOGO]
DONNELLY CORPORATION
HOLLAND, MICHIGAN
<PAGE> 3
DONNELLY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Donnelly Corporation will be held at
the Holiday Inn, 650 East 24th Street, Holland, Michigan, on Friday, October 21,
1994, at 9:15 A.M., local time, to elect ten (10) directors as set forth in the
Proxy Statement and to transact such other business as may properly come before
the meeting or at any adjournment thereof.
Shareholders of record at the close of business September 5, 1994 will be
entitled to vote at the meeting or any adjournment thereof.
Whether or not you expect to be present in person at this meeting, you are
urged to sign the enclosed Proxy and return it promptly in the enclosed
envelope. If you do attend the meeting and wish to vote in person, you may do so
even though you have submitted a Proxy.
Dated: September 16, 1994
Holland, Michigan
Maryam Komejan, Corporate Secretary
<PAGE> 4
Dated: September 16, 1994
DONNELLY CORPORATION
414 EAST FORTIETH STREET
HOLLAND, MICHIGAN 49423
-------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 21, 1994
-------------------------
SOLICITATION OF PROXIES FOR ANNUAL MEETING
This Proxy Statement is furnished to the Shareholders of Donnelly
Corporation in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Shareholders which will be held at
the Holiday Inn, 650 East 24th Street, Holland, Michigan, October 21, 1994, at
9:15 A.M., local time. The Annual Meeting is being held to elect ten (10)
directors and to transact such other business as may properly come before the
meeting or any adjournment thereof.
If a proxy in the form distributed by the Company's Board of Directors is
properly executed and returned to the Company, the shares represented by the
proxy will be voted at the Annual Meeting of Shareholders and at any adjournment
of that meeting. Where shareholders specify a choice, the proxy will be voted as
specified. If no choice is specified, the shares represented by the proxy will
be voted FOR the nominees named by the Board of Directors as set forth in this
Proxy Statement.
A proxy may be revoked prior to its exercise by delivering a written notice
of revocation to the secretary of the Company, executing and delivering a proxy
of later date, or attending the meeting and voting in person. Attendance at the
meeting does not automatically act to revoke a proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On September 5, 1994, the record date for determination of shareholders
entitled to vote at the Annual Meeting, there were outstanding 4,147,266 shares
of Class A Common Stock of the Company, each having one vote per share and
3,582,915 shares of Class B Common Stock each having ten (10) votes per share.
The shares of Class B Common Stock are limited in their transferability but are
convertible on a share for share basis into Class A Common Stock. Holders of
shares of Class A Common Stock, as a class, are entitled to elect one-quarter
(rounded up) of the directors to be elected at each meeting held for the
election of directors. Holders of Class B Common Stock elect, as a class, the
directors not elected by the shares of Class A Common Stock. Holders of shares
of Class B Common Stock have cumulative voting rights in the election of
directors. See "Nominees for Election as Directors." Shares cannot be voted
unless the shareholder is present at the meeting or is represented by proxy.
<PAGE> 5
The following table sets forth as of September 5, 1994, information
concerning persons known to management who may be deemed to be beneficial owners
of more than 5% of either class of the Company's common stock. Other stock
ownership information is also set forth as of September 5, 1994.
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE PERCENT OF OF
NAME AND ADDRESS OF OF BENEFICIAL EACH CLASS COMMON
BENEFICIAL OWNER OWNERSHIP OF STOCK EQUITY
- - ------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS A CLASS B
---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
NBD Bank, N.A................... 320,546(1) 502,310(1) 7.7% 14.0% 10.6%
200 Ottawa Avenue
Grand Rapids, Michigan 49503
Putnam Investments, Inc......... 321,450(2) -- 7.8 -- 4.2
One Post Office Square
Boston, Massachusetts 02109
Scudder, Stevens & Clark, Inc... 210,400(3) -- 5.1 -- 2.7
345 Park Avenue
New York, New York 10154
Anne H. Copps................... 38,188(4) 196,476(4) * 5.5 3.0
414 East Fortieth Street
Holland, Michigan 49423
Bernard P. Donnelly, Jr......... 39,280(5) 425,970(5) * 11.9 6.0
414 East Fortieth Street
Holland, Michigan 49423
Virginia N. Donnelly............ 39,280(5) 425,970(5) * 11.9 6.0
414 East Fortieth Street
Holland, Michigan 49423
Katherine S. Donnelly........... 179,930(6) 251,903(6) 4.3 7.0 5.6
414 East Fortieth Street
Holland, Michigan 49423
Jane H. Krahmer................. 96,925(7) 289,883(7) 2.3 8.1 5.0
414 East Fortieth Street
Holland, Michigan 49423
Gerald T. McNeive............... 46,082(8) 280,019(8) 1.0(10) 7.8 4.2(10)
414 East Fortieth Street
Holland, Michigan 49423
Louise H. McNeive............... 46,082(8) 280,019(8) 1.0(10) 7.8 4.2(10)
414 East Fortieth Street
Holland, Michigan 49423
Marie Josephte Martineau........ 19,466 215,810 * 6.0 3.0
414 East Fortieth Street
Holland, Michigan 49423
Fernande M. Pruden.............. 176,281(9) 239,469(9) 3.9(10) 6.7 5.4(10)
414 East Fortieth Street
Holland, Michigan 49423
Rudolph B. Pruden............... 176,281(9) 239,469(9) 3.9(10) 6.7 5.4(10)
414 East Fortieth Street
Holland, Michigan 49423
- - --------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
For purposes of the following notes, shares of Class A Common Stock are referred
to as "A Shares" and shares of Class B Common Stock are referred to as "B
Shares."
(1) Includes (i) 62,187 B Shares held by NBD Bank, N.A., (the "Bank") as
co-trustee of the Robert M. Leonard Trust, 35,000 B Shares as co-trustee of
the B.P. Donnelly Descendants Trust, 94,062 B Shares as co-trustee of the
John Donnelly Residual Trust and 311,061 B Shares held in two
2
<PAGE> 6
trusts for which the Bank serves as sole trustee, (ii) 305,660 A Shares
held by Trussal & Co. acting as a nominee of the Bank as follows:
2,000 shares in the Robert M. Leonard Trust, 14,285 shares in the B.P.
Donnelly Descendants Trust and 67,187 shares in the John Donnelly Residual
Trust, for all of which trusts the Bank serves as co-trustee and 222,187
shares held in two trusts for which the Bank serves as sole trustee and
(iii) 14,887 A Shares held by the Bank as trustee, co-trustee, custodian,
or agent of other trusts.
(2) In a Schedule 13G dated January 26, 1994 and delivered to the Company,
Putnam Investments, Inc. ("Putnam") disclosed on behalf of its investment
management subsidiaries that they had acquired beneficial ownership of
321,450 A Shares. Putnam has the sole power to dispose of all of such
shares, and shared power to vote 105,650 of such shares.
(3) In a Schedule 13G dated February 4, 1994 and delivered to the Company,
Scudder, Stevens & Clark, Inc. ("Scudder") disclosed that it and its
subsidiaries had acquired beneficial ownership of 210,400 A Shares. Scudder
has the sole power to dispose of all such shares and the sole and shared
power to vote 1,000 and 15,000, respectively, of such shares.
(4) Includes 38,188 A Shares and 196,476 B Shares owned by a trust of which
Anne H. Copps is trustee.
(5) Includes 39,280 A Shares and 425,970 B Shares owned by two trusts of which
Bernard P. Donnelly, Jr. and Virginia N. Donnelly (husband and wife) are
co-trustees.
(6) Includes 67,187 A Shares and 94,062 B Shares held in the John Donnelly
Residual Trust for which Katherine S. Donnelly is a co-trustee.
(7) Includes 9,775 A Shares and 13,125 B Shares owned by Mrs. Krahmer's
husband, C. Alan Krahmer, as to which she disclaims beneficial ownership.
(8) Includes (i) 28,396 A Shares and 255,958 B Shares owned by Louise H.
McNeive, (ii) stock options exercisable within 60 days for 500 A Shares,
7,812 A Shares and 10,937 B Shares owned by her husband, Gerald T. McNeive,
a director of the Company and (iii) 9,374 A Shares and 13,124 B Shares as
to which Louise H. McNeive is custodian for her children, and as to which
Gerald T. McNeive disclaims beneficial ownership.
(9) Includes (i) 163,897 A Shares and 226,038 B Shares owned by Fernande Pruden
and her retirement plans and (ii) stock options exercisable within 60 days
for 500 A Shares, 11,884 A Shares and 13,431 B Shares owned by Rudolph
Pruden and his retirement plans. Rudolph Pruden is Fernande Pruden's
husband and a director of the Company. Fernande Pruden and Rudolph Pruden
each disclaim beneficial ownership of the other's shares.
(10) Calculated based on the number of shares outstanding plus 360,750 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under options exercisable within 60 days.
Five of the Company's directors, B. Patrick Donnelly, III, Joan E. Donnelly,
Leonard, McNeive and Pruden are all descendants of, or are married to
descendants of, Bernard P. Donnelly, Sr., the Company's founder, and each
represents one of five family groups of such descendants (the "Donnelly
Family"). John F. Donnelly, Jr., a Senior Vice President of the Company, is also
a descendant of Bernard P. Donnelly and is the brother of Ms. Donnelly. Each
family group has the ability to elect at least one director if they act together
and cumulate the votes of the Class B Common Stock. The Company does not know of
a family group taking such action. Members of the Donnelly Family own
approximately 99% of the Class B Common Stock and approximately 32% of the Class
A Common Stock of the Company. These shareholders therefore possess
approximately 92% of the voting power of the Company and approximately 32% of
the voting power of the Class A Common Stock. Members of the Donnelly Family may
transfer shares of Class B Common Stock among themselves, enabling them to
retain voting control of the Company for an extended period. Given the voting
control of the Donnelly Family, the Donnelly Family could, if all or part of the
family took a united position in response to attempts to acquire control of the
Company through tender offers or proxy contests, effectively block any such
attempts. There is no assurance that any united action would be taken.
3
<PAGE> 7
NOMINEES FOR ELECTION AS DIRECTORS
All ten directors of the Company are up for re-election at the Annual
Meeting, each to serve until the 1995 annual meeting of shareholders or until
his or her successor is elected or his or her earlier resignation or removal.
Three of the directors will be elected exclusively by the holders of the Class A
Common Stock voting as a class, and the other seven directors will be elected by
the holders of the Class B Common Stock voting as a class. Holders of shares of
Class B Common Stock have cumulative voting rights in the election of directors.
Cumulative voting rights of the Class B Common Stock entitle the holders thereof
to spread their votes equally among all nominees for which they are entitled to
vote or to cumulate those votes for one or any number of the nominees for which
they are entitled to vote. If a holder of Class B Common Stock does not indicate
on the proxy card that he or she desires to cumulate votes, the proxies will
spread the votes equally among all nominees. The Board of Directors has
nominated the persons set forth below for election to the Company's Board of
Directors at the annual meeting.
Holders of Class A Common Stock should complete the accompanying WHITE
PROXY and holders of Class B Common Stock should complete the accompanying
YELLOW PROXY (and carefully review the instructions accompanying the yellow
proxy regarding cumulative voting). Unless otherwise directed by a shareholder's
proxy, it is intended that the votes cast upon exercise of proxies in the form
accompanying this statement will be in favor of electing as directors for the
ensuing year the nominees set forth below, all of whom are presently serving as
directors.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. As such, the three individuals who
receive the greatest number of votes cast by the holders of the Class A Common
Stock, voting as a class, will be elected as directors and the seven individuals
who receive the greatest number of votes cast by the holders of Class B Common
Stock, voting as a class, will be elected as directors. Shares not voted at the
meeting, whether by abstention, broker non-vote, or otherwise, will not be
treated as votes cast at the meeting. Votes cast at the meeting and submitted by
proxy will be tabulated by the Corporation's transfer agent. If any nominee
becomes unavailable for election due to circumstances not now known, the
accompanying proxy will be voted for such other person to become a director as
the Board of Directors so elects. The Board of Directors recommends a vote FOR
the election of all persons nominated by the Board.
4
<PAGE> 8
The content of the following table is based upon information furnished to
the Company by the nominees.
<TABLE>
<CAPTION>
YEAR AMOUNT AND
FIRST NATURE OF PERCENT OF PERCENT OF
BECAME A BENEFICIAL EACH CLASS COMMON
NAME AGE DIRECTOR OWNERSHIP OF STOCK EQUITY(2)
- - ------------------------------------------------------------------------------------------------------------------
CLASS A(1) CLASS B CLASS A(2) CLASS B
NOMINEES FOR ELECTION BY HOLDERS
OF CLASS A COMMON STOCK
<S> <C> <C> <C> <C> <C> <C> <C>
R. Eugene Goodson, Ph.D (a,f,g)... 59 1993 1,000 -- * % -- % * %
Donald R. Uhlmann, Ph.D (f,g)..... 57 1978 11,750 -- * -- *
Glenn M. Walters (b,e,f,g)........ 70 1982 8,500 -- * -- *
NOMINEES FOR ELECTION BY HOLDERS
OF CLASS B COMMON STOCK
J. Dwane Baumgardner, Ph.D. ...... 54 1982 59,462(3) -- 1.3 -- *
Arnold F. Brookstone (a,b,d,e).... 64 1976 19,500 -- * -- *
B. Patrick Donnelly, III
(b,c,d,e)....................... 49 1980 49,721(4) 119,835(4) 1.1 3.3 2.2
Joan E. Donnelly (b,c,d,e)........ 46 1987 103,799(5) 146,068(5) 2.3 4.1 3.2
Thomas E. Leonard (a,c,d,f,g)..... 64 1967 7,500(6) 127,459(6) * 3.6 1.7
Gerald T. McNeive (c,d,f,g)....... 52 1980 46,082(7) 280,019(7) 1.0 7.8 4.2
Rudolph B. Pruden (b,c,d,e)....... 64 1984 176,281(8) 239,469(8) 3.9 6.7 5.4
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
(a) Member Audit Committee
(b) Member Compensation Committee
(c) Member Stock Option Committee
(d) Member Finance Committee
(e) Member Human Resource Committee
(f) Member Strategic Plan Committee
(g) Member Technology Committee
For purposes of the following notes, shares of Class A Common Stock are referred
to as "A Shares" and shares of Class B Common Stock are referred to as "B
Shares."
(1) Includes the following number of shares with respect to which the Directors
have the right to acquire beneficial ownership under stock options
exercisable in 60 days: Dr. Uhlmann -- 11,750; Mr. Walters -- 5,500; Mr.
Brookstone -- 13,000; Dr. Goodson, Ms. Donnelly and Messrs. Donnelly,
Leonard, McNeive, Pruden -- 500 shares.
(2) Calculated based on the number of shares outstanding plus 360,750 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under options exercisable within 60 days.
(3) Includes incentive stock options exercisable within sixty days for 49,750
shares.
(4) Includes (i) 2,000 A Shares owned jointly with Mr. Donnelly's wife,
Jacqueline K. Donnelly, (ii) 625 A Shares and 1,875 B Shares owned by
Jacqueline K. Donnelly, (iii) 62 A Shares and 86 B Shares owned by Mr.
Donnelly as custodian for his children, (iv) 15,111 A Shares and 21,156 B
Shares held in trust for the benefit of two nieces and a nephew, for which
Mr. Donnelly is a co-trustee and (v) 14,285 A Shares and 35,000 B Shares
held in trust for the benefit of Mr. Donnelly and his brothers and sisters,
for which Mr. Donnelly is a co-trustee.
(5) Includes (i) 943 A Shares and 1,321 B Shares owned by Joan E. Donnelly's
husband, David K. Taylor as to which Ms. Donnelly disclaims beneficial
ownership, (ii) 1,562 A Shares and 2,186 B Shares held by Ms. Donnelly as
custodian for her children and (iii) 76,250 A Shares and 106,750 B Shares
held in trust as to which Ms. Donnelly is the trustee.
(6) Includes (i) 2,000 A Shares and 62,187 B Shares held by the Robert M.
Leonard Trust, for which Mr. Leonard is a co-trustee and (ii) 9,272 B
Shares owned by Mr. Leonard's wife, Ann N. Leonard, as to which Mr. Leonard
disclaims beneficial ownership.
(7) See Note 8 under the caption "Voting Securities and Principal Holders
Thereof."
(8) See Note 9 under the caption "Voting Securities and Principal Holders
Thereof."
5
<PAGE> 9
Dr. Goodson has been Chairman of the Board of Directors and Chief Executive
Officer of Oshkosh Truck Corporation, a manufacturer of specialized trucks and
transport equipment, since 1990. From 1981 through 1990, Dr. Goodson was Group
Vice President of the Automotive Systems Group of Johnson Controls. Johnson
Controls is a manufacturer of seating systems, components, window regulators and
other automotive hardware.
Dr. Uhlmann has been a Professor of Engineering and Chairman of the
Department of Material Science and Engineering at the University of Arizona
since 1986.
Mr. Walters has been engaged in management consulting and capital formation
since mid-1982. Prior to that time, he was President and Chief Operating Officer
of Herman Miller, Inc., an office furniture manufacturer. Mr. Walters is a
director of X-Rite, Incorporated.
Dr. Baumgardner joined the Company in 1969 and has been Chief Executive
Officer since 1983 and Chairman of the Board since 1986. From 1980 through 1990
he was also President of the Company. Dr. Baumgardner is a director of SL
Industries, Inc.
Mr. Brookstone has been Chief Financial and Planning Officer of Stone
Container Corporation, a major paper and packaging manufacturer, for over five
years. He was named Executive Vice President of that company in 1991 and was
previously a Senior Vice President for more than five years. He is a director of
Stone Savannah River Pulp & Paper Corporation, Stone-Consolidated, Inc., MFRI,
Inc., and Rembrandt Family of Mutual & Money Market Funds.
Mr. B. Patrick Donnelly, III, has been Production Manager of Technical Auto
Parts Inc., an automotive parts supplier, since October 1993. From July through
December, 1992 he was Vice President of Donnelly-Cooper Industries, Inc., a
company engaged in production powder coating of manufactured components. From
1989 through 1992 he was President of that company. Donnelly-Cooper Industries,
Inc., which emerged from Chapter 11 proceedings in July, 1992, is not affiliated
with the Company. Mr. Donnelly is a director of Ottawa Savings Bank.
Ms. Donnelly, a certified public accountant, has been a shareholder and
Vice President of Tizzard, Knuttinen, Donnelly & Wright, P.C. certified public
accountants, since 1984.
Mr. Leonard has been President of Henry C. Grebe & Co., Inc. and Grebe
Yacht Sales, Inc., ship repair and storage business, since 1972. The companies
are currently engaged in commercial boat storage and real estate management.
Mr. McNeive has been Vice President - Associate General Counsel for Laclede
Gas Co., a natural gas distributor, since January, 1994. From September, 1992
through 1993 he was Assistant Vice President - Associate General Councel and
from 1986 through 1992 he was associate general counsel of that company.
Mr. Pruden has been chief of the audits and internal control branch in the
office of the controller of the National Oceanic and Atmospheric Administration
(NOAA), an agency of the United States Department of Commerce, since 1985.
Certain of the directors are related to each other. See "Voting Securities
and Principal Holders Thereof."
The Board of Directors, which had seven meetings in the last fiscal year,
has several committees including standing Audit, Compensation and Stock Option
Committees. The responsibilities of the Audit Committee, which met three times
during the last fiscal year, include making recommendations on the choice of
independent public accountants, reviewing financial statements and meeting with
such accountants, internal auditors and management. The Compensation Committee's
responsibilities include making recommendations to the Board with respect to
executive compensation and fringe benefits. The Compensation Committee met seven
times during the last fiscal year. A separate Stock Option Committee makes final
determinations with respect to the award of stock options. The Stock Option
Committee met three times in the last fiscal year. The Company has no nominating
committee. All directors attended at least three-fourths of the aggregate number
of meetings of the Board and Board committees which they were eligible to
attend.
6
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
comprised of B. Patrick Donnelly, III, Arnold F. Brookstone, Joan E. Donnelly,
Rudolph B. Pruden, and Glenn M. Walters, is responsible for the establishment of
the level and manner of compensation of the Company's five executive officers
("Executive Officers"). The Committee adheres to the compensation policies and
practices of the Company utilized in establishing the compensation of all
employees. This is reflective of the Company's long time commitment to the
participative management process and the resulting emphasis on the collective
efforts and achievements of all employees of the Company.
Compensation Philosophy. The Company's and the Committee's approach to
compensation is to further the Company's goal of empowering its employees,
working individually and as a team, to achieve personal and collective goals.
The Company's compensation policies are intended to reward the achievement of
annual and long-term goals, both personal and corporate, as well as to encourage
future excellent performance.
Compensation Policies and Programs. For fiscal year 1994, the Company's
compensation programs consisted of cash compensation (including salary and
bonus), stock plans, and defined benefit retirement plans. Each year the Company
utilizes external wage surveys to determine the total compensation levels of
employees performing similar roles with organizations of similar size and like
function. These pay ranges are then used to establish a base level of
compensation and amounts that may be paid under performance standards. The
composite performance standards are comprised of financial performance standards
as well as non-financial goals. Financial performance standards measure levels
of return on equity, return on assets, improvements in earnings per share and
business group income. The performance of Messrs. Baumgardner, Kalkman, and
Knister was measured against company-wide standards, and the performance of
other executive officers was measured by specific business group performance as
well as company-wide standards. The Committee combines these standards of
performance with the achievement of nonfinancial goals to compile a composite
performance rating for the past year. This overall rating is then used to
establish the salary for the next year. The salaries of the Company's executive
officers, including the chief executive officer, for fiscal 1994 were therefore
based, in large part, on the performance of the Company during fiscal 1993.
The Company also rewards performance under the Donnelly Scanlon Plan. Under
this Plan most employees of the Company, including the executive officers, have
the opportunity to earn a monthly bonus based on profits as a financial
incentive. All participating employees receive the same rate of bonus relative
to their respective salary or base pay. During the last fiscal year, bonuses
earned under the Donnelly Scanlon Plan amounted to approximately 2% of base pay
for all employees.
The Company believes stock options and stock ownership contribute to the
aligning of employee's interests with those of shareholders. The Company's 1987
Stock Option Plan encourages stock ownership by employees by authorizing the
grant of stock options to certain employees of the Company. In determining the
size of individual option grants, the Committee evaluates each employee's job
responsibilities, as well as the anticipated potential that individual has in
contributing to the success of the Company. The Company also encourages stock
ownership through participation in the Company's Employees' Stock Purchase Plan.
This plan, available to most employees of the Company, permits employees to
purchase shares of the Company's common stock at a discount (up to 10%) from the
market price of such shares.
The Company has considered current compensation levels, policies, and plans
with regard to the deduction limitation contained in Section 162(m) of the
Internal Revenue Code, enacted as part of the Omnibus Budget Reconciliation Act
of 1993 (the "Act"). The Act generally limits the deductibility for certain
compensation paid to Executive Officers to $1 million per year per executive.
The Committee has decided, given the current status of the Company's executive
compensation and that Internal Revenue Service regulations under the Act are not
yet final, not to take action regarding the
7
<PAGE> 11
Company's compensation plans with respect to Section 162(m). The Committee will
continue to review the issue as the regulations under Section 162(m) are
finalized.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
DONNELLY CORPORATION
B. Patrick Donnelly, III Arnold F. Brookstone
Joan E. Donnelly Rudolph B. Pruden
Glenn M. Walters
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
by the Company to each of the Executive Officers of the Company for services
rendered to the Company during fiscal 1994, 1993 and 1992.
Summary Compensation Table
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ---------------
----------------------------- STOCK OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) (NO. OF SHARES)
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Dwane Baumgardner,................................ 1994 $ 447,905 $ 8,242 9,500
Chairman of the Board and Chief Executive Officer 1993 382,714 7,781 9,000
1992 349,571 10,981 8,750
Paul G. Kalkman,..................................... 1994 305,091 5,628 8,000
President, AVS 1993 270,807 5,592 7,500
1992 253,218 7,932 7,500
John F. Donnelly, Jr.,............................... 1994 240,073 4,421 5,750
Senior Vice President 1993 193,325 4,047 5,000
1992 180,938 5,583 5,000
Ronald A. VandenBerg,................................ 1994 222,210 4,088 5,000
Senior Vice President 1993 220,380 4,665 5,000
1992 209,354 6,519 5,000
James A. Knister,.................................... 1994 220,257 4,066 5,000
Senior Vice President and Chief Financial Officer 1993 198,788 4,064 5,000
1992 184,002 5,764 5,000
</TABLE>
- - --------------------------------------------------------------------------------
(1) Includes cash compensation plus compensation earned during the fiscal years
ended in the respective years under the Company's 401(k) Savings Plan.
(2) Donnelly Scanlon Bonus. The Company pays a monthly formula-based bonus from
net income to most employees, including executive officers. During the last
fiscal year the Donnelly Scanlon Bonus amounted to approximately 2% of base
pay for all employees.
Option Grants in Last Fiscal Year. Shown below is information on grants of
stock options pursuant to the Company's 1987 Stock Option Plan (the "Option
Plan") during the 1994 fiscal year to the executive officers, which are
reflected in the Summary Compensation Table. Under the Option Plan key employees
and certain non-employee directors may be granted options to purchase the
Company's
8
<PAGE> 12
Class A Common Stock. 812,500 shares of Class A Common Stock are reserved for
issuance pursuant to the Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF VALUE AT ASSUMED
ALL ANNUAL RATES OF
NO. OF SHARES STOCK PRICE
SHARES COVERED APPRECIATION FOR
COVERED BY 1994 EXERCISE OPTION TERM(3)
BY OPTION OPTION PRICE EXPIRATION --------------------
NAME GRANTS(1) GRANTS (2) DATE 5% 10%
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Dwane Baumgardner............... 9,500 13% $ 20.125 8-20-03 $120,237 $304,704
Paul G. Kalkman.................... 8,000 11% $ 20.125 8-20-03 101,252 256,593
John F. Donnelly, Jr............... 5,750 8% $ 20.125 8-20-03 72,775 184,426
Ronald A. VandenBerg............... 5,000 7% $ 20.125 8-20-03 63,283 160,370
James A. Knister................... 5,000 7% $ 20.125 8-20-03 63,283 160,370
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options become exercisable one year after date of grant.
(2) The exercise price equals the closing market price of the Company's Class A
Common Stock on the date of grant. The exercise price may be paid in cash
and/or in shares of the Company's Class A Common Stock.
(3) These amounts are based on assumed rates of appreciation only. Actual gains,
if any, on stock option exercises will be dependent on overall market
conditions and on the future performance of the Company's Class A Common
Stock. There can be no assurance that the amounts reflected in this table
will be realized.
Fiscal Year-End Options Values. Shown below is information with respect to
unexercised options to purchase shares of the Company's Class A Common Stock
granted under the Option Plan to the Executive Officers and held by them at July
2, 1994. None of the Executive Officers exercised any stock options during
fiscal 1994.
<TABLE>
<CAPTION>
NO. OF SHARES SUBJECT TO VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS AT
AT JULY 2, 1994 JULY 2, 1994(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Dwane Baumgardner......................... 40,250 9,500 $ 176,531 $ 0
Paul G. Kalkman.............................. 30,750 8,000 130,181 0
John F. Donnelly, Jr. ....................... 18,750 5,750 76,244 0
Ronald A. VandenBerg......................... 23,875 5,000 106,622 0
James A. Knister............................. 23,875 5,000 106,622 0
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value of unexercised options reflects the increase in market value of
the Company's Class A Common Stock from the date of grant through July 2,
1994 (when the closing price of the Company's Class A Common Stock was
$15.625 per share.) Value actually realized upon exercise by the Executive
Officers will depend on the value of the Company's Class A Common Stock at
the time of exercise.
Pension Plan Table. The following table shows the estimated annual benefits
payable upon normal retirement to persons in specified compensation and years of
service classifications under the Company's defined benefit plan and the
Company's Supplemental Retirement Plan (the "Supplemental Plan"). The
Supplemental Plan provides additional benefits only to those employees whose
projected retirement benefits under the Company's defined benefit plan are
restricted by the Internal Revenue Code (the "Code"). The Code limits
compensation that may be considered for qualified pension plan purposes and also
limits annual benefits that may be paid under qualified plans. The Supplemental
Plan is designed to provide participants with benefits, on a nonqualified basis,
so that their total retirement benefits under the Company's pension plan and the
Supplemental Plan will be
9
<PAGE> 13
equal to the benefits they would have received under the Company's pension plan
if the limitations of the Code did not apply.
<TABLE>
<CAPTION>
BENEFITS BASED UPON YEARS OF
SERVICE AT NORMAL RETIREMENT AGE (2)(3)
--------------------------------------------
FINAL AVERAGE 10 20 30 35
ANNUAL COMPENSATION (1) YEARS YEARS YEARS YEARS
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$120,000........................................... $ 17,000 $ 33,000 $ 50,000 $ 58,000
160,000........................................... 23,000 46,000 68,000 80,000
200,000........................................... 29,000 58,000 87,000 102,000
240,000........................................... 35,000 70,000 106,000 123,000
280,000........................................... 41,000 83,000 124,000 145,000
320,000........................................... 48,000 95,000 143,000 167,000
360,000........................................... 54,000 108,000 161,000 188,000
400,000........................................... 60,000 120,000 180,000 210,000
- - ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The final average annual compensation is determined under the defined
benefit plan and the Supplemental Plan by the average of the five highest
consecutive years of annual compensation (including salary and bonus
payments as referenced in the Summary Compensation Table) during the last
ten years of employment, subject to a maximum of $150,000 for 1994, for
computing benefits under the Company's defined benefit plan.
(2) The Named Executives have credited years of service under the defined
benefit plan and the Supplemental Plan as follows: J. Dwane Baumgardner --
25 years; Paul G. Kalkman -- 28 years; John F. Donnelly, Jr. -- 17 years;
Ronald A. VandenBerg -- 17 years; James A. Knister -- 26 years.
(3) Amounts in excess of $118,800, as limited by Section 415 of the Code, would
be paid pursuant to the Supplemental Plan. Benefits shown in the table are
computed as a straight life annuity beginning at age 62 and are not subject
to any deduction for social security benefits or other offset amounts.
The Company provides group health and life insurance benefits and
supplemental unemployment benefits to its regular employees, including executive
officers. The Company also maintains a salary savings plan in which all regular
employees of the Company are eligible to participate but to which the Company
does not contribute.
Retirement Plan for Outside Directors. The Board of Directors of the
Company adopted a retirement plan for directors of the Company who are not
employees of the Company (the "Retirement Plan for Outside Directors"). This
plan provides directors who are not employees of the Company ("outside
directors") with a retirement benefit based on their years of service as a
director of the Company and their annual directors fees at the time of their
retirement from the Board of Directors. The retirement benefits begin after an
outside director retires from the Board or reaches age 70, whichever date is
later, and continues for a period equal to his or her length of service on the
Board or 20 years, whichever period is shorter. The annual benefits under the
plan are equal to the annual directors' fees at the time of the outside
director's retirement and are payable in quarterly installments.
The retirement plan for outside directors is not a qualified plan under the
Internal Revenue Code and is not funded. Payments under the plan will be made
from the general assets of the Company.
Director Compensation. The directors of the Company, other than salaried
employees of the Company, receive an annual fee of $15,000, $1,000 per meeting
of the Board of Directors and $800 per meeting of committees thereof which they
attend. Chairs of committees receive an additional $400 per committee meeting
they attend. All directors are reimbursed for out-of-pocket expenses incurred in
attending such meetings.
Security Ownership of Management. The following table shows, as of
September 5, 1994, the number of shares beneficially owned by each of the
Executive Officers identified in the executive
10
<PAGE> 14
compensation tables of this proxy statement and by all directors and Executive
Officers as a group. Except as described in notes following the table, the
following persons have sole voting and dispositive power as to all of their
respective shares.
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND PERCENT OF OF
NATURE OF EACH CLASS COMMON
NAME BENEFICIAL OWNERSHIP OF STOCK EQUITY(2)
- - ---------------------------------------------------------------------------------------------------------
CLASS A(1) CLASS B CLASS A(2) CLASS B
---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C>
J. Dwane Baumgardner.................... 59,462 -- 1.3% -- % *%
Paul G. Kalkman......................... 48,952(3) 717(3) 1.1 * *
John F. Donnelly, Jr.................... 64,626(4) 61,550(4) 1.4 1.7 1.6
Ronald A. VandenBerg.................... 32,625(5) -- * -- *
James A. Knister........................ 32,987(6) 5,407(6) * * *
All Executive Officers and Directors as
a Group (14 persons).................. 647,674(7) 959,368 14.4 26.8 20.8
- - ---------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
(1) Includes the following number of shares with respect to which the Executive
Officers have the right to acquire beneficial ownership under incentive
stock options exercisable in 60 days: Dr. Baumgardner -- 49,750; Mr.
Kalkman -- 38,750; Mr. Donnelly -- 24,500; Mr. VandenBerg -- 28,875; and
Mr. Knister -- 28,875.
(2) Calculated based on the number of shares outstanding plus 360,750 shares
with respect to which officers and directors have the right to acquire
beneficial ownership under options exercisable within 60 days.
(3) Includes 2,387 A Shares and 717 B Shares owned jointly with Mr. Kalkman's
wife, Linda Kalkman.
(4) Includes (i) 781 A Shares and 1,093 B Shares owned by his wife, Banba
Donnelly, as to which Mr. Donnelly disclaims beneficial ownership, (ii)
1,562 A Shares and 1,093 B Shares owned by Mr. Donnelly as custodian for
his children and (iii) 15,111 A Shares and 21,156 B Shares held in trust
for the benefit of two nieces and a nephew, for which Mr. Donnelly is a
co-trustee.
(5) Includes 3,750 A Shares owned jointly with Mr. VandenBerg's wife, Deborah
VandenBerg.
(6) Includes 4,112 A Shares and 5,407 B Shares owned jointly with Mr. Knister's
wife, Nancy Knister.
11
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the S&P
500 Total Return Index and the Dow Jones Automobile Parts Index for the period
commencing June 30, 1989 and ending July 2, 1994. The graph assumes the
investments of $100 on June 30, 1989 in the Company's Common Stock, the S&P 500
Total Return Index and the Dow Jones Automobile Auto Parts Index.
[GRAPH]
<TABLE>
<CAPTION>
S&P 500 Dow Jones
Measurement Period Donnelly Total Return Automobile
(Fiscal Year Covered) Corporation Index Parts Index
---------------------- ------------- ------------ -----------
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 80.00 116.00 93.00
1991 93.00 125.00 104.00
1992 193.00 141.00 154.00
1993 205.00 161.00 184.00
1994 165.00 164.00 176.00
</TABLE>
12
<PAGE> 16
CERTAIN TRANSACTIONS
Pursuant to a 1972 agreement (the "1972 Agreement") between the Company and
five principal shareholders, the Company agreed to purchase, upon the death of
any of those shareholders, an amount of the Company's 7 1/2% preferred stock,
$10 par value per share, equal to the lesser of $200,000 or the total estate tax
and cost of administration of the shareholder's estate. The purchase price for
the 7 1/2% preferred stock is $10 per share, its par value. The 1972 Agreement
remains in effect with one shareholder, Bernard P. Donnelly, Jr., who owns
40,000 shares of the 7 1/2% preferred stock and who also owns more than 5% of
the common equity of the Company. See "Voting Securities and Principal Holders
Thereof."
The holders of the Company's Class B Common Stock also own shares of
Donnelly Export Corporation, a shareholder Domestic International Sales
Corporation under the Internal Revenue Code which has been designed to reduce
the income tax liability of the Company. The shares of Donnelly Export
Corporation are owned entirely by the holders of the Class B Common Stock of the
Company. The holders of Class B Common Stock hold, for each 35 such shares, four
shares of common stock of Donnelly Export Corporation. Donnelly Export
Corporation does not provide the holders of Class B Common Stock any financial
advantage over holders of the Class A Common Stock. The shareholders of Donnelly
Export Corporation are not entitled to vote on issues voted upon by the
Company's shareholders.
RELATIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS
The combined consolidated financial statements of the Company have been
examined by BDO Seidman, independent certified public accountants. A
representative of BDO Seidman is expected to be present at the annual meeting
with the opportunity to make a statement, if desired, and will be available to
respond to appropriate questions. The Company's Audit Committee selected the
Company's auditors for the fiscal year in the spring of this past year. It is
expected that the same practice will be followed this year with the selection of
the Company's auditors made at that time.
SHAREHOLDER PROPOSALS -- 1995 ANNUAL MEETING
Any proposal of a shareholder intended to be presented for action at the
next annual meeting of the Company must be received by the Company at 414 East
Fortieth Street, Holland, Michigan 49423-5368, not later than May 19, 1995, if
the shareholder wishes the proposal to be included in the Company's proxy
materials for that meeting.
AVAILABILITY OF 10-K ANNUAL REPORT
The annual report on Form 10-K to the Securities and Exchange Commission
will be provided free to shareholders upon written request. Write Ms. Maryam
Komejan, Vice President and Corporate Secretary, Donnelly Corporation, 414 East
Fortieth Street, Holland, Michigan 49423-5368.
MISCELLANEOUS
The management is not aware of any other matter to be presented for action
at the meeting. However, if any such other matter is properly presented for
action, it is the intention of the persons named in the accompanying forms of
proxy to vote thereon in accordance with their best judgment.
The cost of soliciting proxies in the accompanying forms will be borne by
the Company. In addition to solicitation by mail, proxies may be solicited in
person, or by telephone or telegraph, by some regular employees of the Company.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
September 16, 1994.
J. Dwane Baumgardner
CHAIRMAN OF THE BOARD
13
<PAGE> 17
- - --------------------------------------------------------------------------------
An annual report to shareholders for the year ended July 2, 1994 containing
certified financial statements is being mailed to the shareholders with these
materials.
- - --------------------------------------------------------------------------------
<PAGE> 18
DONNELLY CORPORATION
414 EAST FORTIETH STREET, HOLLAND, MICHIGAN 49423-5368
PROXY - CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Dwane Baumgardner and James A. Knister
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Class A Common Stock of Donnelly Corporation held of record by the
undersigned on September 5, 1994, at the annual meeting of shareholders to be
held October 21, 1994, and at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
(Continued and to be signed and dated on the reverse side.)
<PAGE> 19
<TABLE>
<S> <C>
1. Directors to be elected by holders of Class A Common Stock
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS
listed below for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN
THE LIST BELOW.)
R. Eugene Goodson, Donald R. Uhlmann, Glenn M. Walters
EXCEPTIONS _____________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Change of address
and or comments,
mark here [ ]
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0815
Please sign exactly as name appears below. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
DATED: ____________________________________, 1994
_________________________________________________
Signature
_________________________________________________
Signature if held jointly
Votes must be indicated (X) in Black or Blue ink. [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
</TABLE>
<PAGE> 20
Instructions for Voting of Class B Common Stock
Holders of the Class B Common Stock of Donnelly Corporation have 10
votes per share and also have the right to cumulate their votes in the election
of directors to be elected by that class. At the 1994 Annual Meeting, the
Class B Common Stock will elect 7 directors. The right to cumulate votes means
that holders of Class B Common Stock, instead of spreading their votes equally
among all 7 nominees, may cast all of their votes for 1 nominee or otherwise
cast the votes on a disproportionate basis among the nominees.
A holder's total number of votes is equal to the number of shares of
Class B Common Stock held times 10 times 7. For example, if a holder owns 500
shares, his or her total number of votes in the election of directors will be
35,000. These votes may be distributed among the nominees however the holder
desires. For example, again assuming 35,000 votes (based upon ownership of 500
shares), a holder may cast all 35,000 votes for one nominee, cast the votes in
some other combination disproportionately among the nominees or cast a blanket
vote for all nominees (in which case each nominee would get 5,000 votes).
The enclosed yellow proxy explains what a holder must do in order to
cumulate votes and also what a holder must do to simply vote for all the
nominees or to withhold authority for all the nominees. The proxy permits a
holder to either vote without cumulating votes or to cumulate votes.
<PAGE> 21
DONNELLY CORPORATION
414 EAST FORTIETH STREET, HOLLAND, MICHIGAN 49423-5368
PROXY - CLASS B COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Dwane Baumgardner and James A. Knister
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Class B Common Stock of Donnelly Corporation held of record by the
undersigned on September 5, 1994, at the annual meeting of shareholders to be
held October 21, 1994, and at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
(Continued and to be signed and dated on the reverse side.)
<PAGE> 22
<TABLE>
<S><C>
1. Directors to be elected by holders of Class B Common Stock
Holders of Class B Common Stock have 10 votes per share and have the right to cumulate their votes in the
election of directors to be elected by that class. (See enclosed instructions.) PLEASE VOTE EITHER IN SUBSECTION
A OR SUBSECTION B, BUT NOT BOTH.
A. NON-CUMULATIVE VOTING
If desired, a holder may vote for or against all nominees by checking one of the boxes below.
[ ] FOR all nominees listed below. [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(INSTRUCTION: IF NOT CUMULATING YOUR VOTES, TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, STRIKE THAT NOMINEE'S
NAME FROM THE LIST BELOW.)
J. Baumgardner, A. Brookstone, B. P. Donnelly, J. Donnelly, T. Leonard, G. McNeive, R. Pruden
B. CUMULATIVE VOTING (DO NOT VOTE HERE IF YOU HAVE ALREADY VOTED IN SUBSECTION A.)
To cumulate votes, write in the number of votes you wish to cast for a nominee opposite his or her name.
_______ J. Baumgardner _______ B.P. Donnelly _______ T. Leonard _______ R. Pruden
_______ A. Brookstone _______ J. Donnelly _______ G. McNeive
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Change of address
and or comments,
mark here [ ]
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0815
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
DATED: _____________________________________________________, 1994
__________________________________________________________________
Signature
__________________________________________________________________
Signature if held jointly
Votes must be indicated (X) in Black or Blue ink. [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
</TABLE>
