<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:
/ / 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 Section 240.14a-11(c) or
Section 240.14a-12
AMRE, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
N/A
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- - --------------------------------------------------------------------------------
(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):
N/A
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- - --------------------------------------------------------------------------------
(5) Total fee paid:
$125
- - --------------------------------------------------------------------------------
/ / 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:
N/A
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
- - --------------------------------------------------------------------------------
(3) Filing Party:
N/A
- - --------------------------------------------------------------------------------
(4) Date Filed:
N/A
- - --------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
<C> <S>
[AMRE LOGO] AMRE, Inc.
8585 N. Stemmons Freeway
South Tower, Suite 102
Dallas, Texas 75247-3805
(214) 819-7000
</TABLE>
April 7, 1995
Dear Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of
Stockholders, which will be held at the Loews Anatole Hotel, 2201 Stemmons
Freeway, Dallas, Texas, on Wednesday, May 17, 1995, at 9:00 a.m., local time.
Stockholders will be voting on the election of three directors and the
ratification of the selection of auditors for the current fiscal year. Please
refer to the attached Notice of Annual Meeting and Proxy Statement.
Your Board of Directors respectfully recommends that you cast a favorable
vote on each proposal.
It is important that your shares be represented at the meeting whether or
not you are personally able to attend. You are therefore urged to complete, date
and sign the accompanying proxy and to mail it in the enclosed postage-paid
envelope as promptly as possible.
Thank you for your cooperation.
Sincerely,
/s/ RONALD I. WAGNER
Ronald I. Wagner
Chairman of the Board
<PAGE> 3
AMRE, INC.
SOUTH TOWER
8585 NORTH STEMMONS FREEWAY
DALLAS, TEXAS 75247
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 1995
To the Stockholders of AMRE, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders of
AMRE, Inc. (the "Company"), a Delaware corporation, will be held on Wednesday,
May 17, 1995, at 9:00 a.m., local time, in the Loews Anatole Hotel, 2201
Stemmons Freeway, Dallas, Texas, for the following purposes:
1. To elect two Class II Directors to hold office for a term of three years
or until their respective successors are elected and qualified and to
elect one Class III director to hold office for a term of one year or
until his successor is elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors to examine and report on the Company's financial
statements for the fiscal year ending December 31, 1995; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Information regarding the matters to be acted upon at the Annual Meeting of
Stockholders is contained in the Proxy Statement attached to this Notice.
Stockholders of record at the close of business on March 24, 1995, are
entitled to notice of, and to vote at, the Annual Meeting or any adjournments
thereof, notwithstanding the transfer of any stock on the books of the Company
after such record date. A list of such stockholders will be available for
examination by any stockholder for any purpose germane to the meeting, during
normal business hours, at the principal office of the Company, South Tower, 8585
North Stemmons Freeway, Dallas, Texas, for a period of ten days prior to the
meeting.
A Proxy Statement and Proxy Card together with a copy of the Company's
Annual Report to Stockholders and Report on Form 10-K for the year ended
December 31, 1994, accompany this Notice of Annual Meeting of Stockholders.
By Order of the Board of Directors
/s/ C. CURTIS EVERETT
C. CURTIS EVERETT
Vice President-Law,
Secretary and General Counsel
Dallas, Texas
April 7, 1995
<PAGE> 4
AMRE, INC.
SOUTH TOWER
8585 NORTH STEMMONS FREEWAY
DALLAS, TEXAS 75247
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 1995
---------------------
SOLICITATION OF PROXIES
This Proxy Statement is furnished to stockholders of AMRE, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board of Directors") for use at the Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held at 9:00
a.m., local time, on Wednesday, May 17, 1995, and any adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Board of Directors solicits your proxy on the form enclosed.
This Proxy Statement is being sent to stockholders on or about April 7,
1995.
RIGHT TO REVOKE PROXY
Any stockholder giving the proxy enclosed with this Proxy Statement has the
power to revoke such proxy at any time prior to the exercise thereof by giving
written notice of such revocation to the Company at or prior to the Annual
Meeting, by giving another proxy bearing a later date, or by attending the
Annual Meeting and voting in person the shares of stock such stockholder is
entitled to vote. Unless the persons named in the proxy are prevented by
circumstances beyond their control from acting, the proxy will be voted at the
Annual Meeting and any adjournments thereof in the manner specified therein.
BY WHOM AND THE MANNER IN WHICH PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the Board of Directors
of the Company. The expense of the solicitation of proxies for the Annual
Meeting, including the cost of mailing, will be borne by the Company. In
addition to the solicitation of proxies by the use of the mails, proxies also
may be solicited by personal interview, or by telephone or telegram, by
directors, officers, employees and agents of the Company, at no additional
compensation.
The Company will request banking institutions, brokerage firms, custodians,
trustees, nominees and fiduciaries to forward solicitation material to the
beneficial owners of the Company's Common Stock held of record by them, will
furnish at its expense the number of copies thereof necessary to supply such
material to all such beneficial holders, and will reimburse such persons for the
reasonable expenses incurred in forwarding such soliciting material.
VOTING SECURITIES OUTSTANDING AND CERTAIN STOCK OWNERSHIP
The outstanding voting securities of the Company consist entirely of shares
of Common Stock, $.01 par value per share (the "Common Stock"), each share of
which entitles the holder to one vote. The record date for the determination of
the stockholders entitled to vote at the Annual Meeting, or any adjournments
thereof, has been established by the Board of Directors as the close of business
on March 24, 1995. As of such record date there were outstanding 12,849,822
shares of Common Stock.
<PAGE> 5
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote will constitute a quorum at
the Annual Meeting, but if a quorum should not be present, the Annual Meeting
may be adjourned from time to time until a quorum is present or represented. All
matters to be voted on will be decided by a favorable vote of the holders of a
majority of the shares of Common Stock represented at the Annual Meeting. A
holder of Common Stock will be entitled to one vote per share as to each matter
properly brought before the Annual Meeting. Cumulative voting is not permitted
in the election of directors. Proxies marked "Abstain," as well as other
abstentions, will be counted for purposes of determining the presence of a
quorum and are counted in tabulating the votes cast on proposals presented to
stockholders. Because matters will be decided by a favorable vote of the holders
of a majority of the shares of Common Stock represented at the meeting, an
abstention will have the effect of a negative vote.
The following table sets forth information as of March 24, 1995, regarding
the beneficial ownership of the Common Stock by each person known by the Company
to own beneficially more than 5% of the outstanding shares of Common Stock
(including the addresses of such persons), by each of its directors and the
nominees, and by all of its directors and officers as a group:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AND
PERCENTAGE OF OUTSTANDING
SHARES AS OF MARCH 24, 1995
----------------------------
NAME OF INDIVIDUAL BENEFICIAL PERCENT
OR IDENTITY OF GROUP OWNERSHIP OF CLASS
----------------------------------------------------------- --------- --------
<S> <C> <C>
DIRECTORS AND NOMINEES
Ronald I. Wagner........................................... 2,766,329(1)(2) 20.64%
8585 N. Stemmons Fwy., Suite 102
Dallas, Texas 75247
V. James Sardo............................................. 98,750(1) (3)
Ronald L. Bliwas........................................... 60,900(1) (3)(4)
Dennis S. Bookshester...................................... 20,000(1) (3)(4)
Arthur P. Frigo............................................ 15,000(1) (3)(4)
Jack L. McDonald........................................... 19,500(1) (3)(4)
Sheldon I. Stein........................................... 17,000(1) (3)(4)
All Directors and Executive Officers as a group (14 3,401,307(1)(2)(4) 24.73%
persons).................................................
OTHER 5% STOCKHOLDERS
Steven D. Bedowitz......................................... 1,792,808(5)(6) 13.90%
222 West Las Colinas Blvd.
Irving, Texas 75039
Brinson Holdings, Inc...................................... 1,350,598(7) 10.51%
209 South LaSalle
Chicago, Illinois 60604
The TCW Group, Inc......................................... 674,100(8) 5.25%
865 South Figueroa Street
Los Angeles, California 90017
</TABLE>
- - ---------------
(1) The numbers and percentages of shares of Common Stock owned by directors
and nominees, and by all directors and officers as a group, as shown in the
table, assume that outstanding options to purchase shares of Common Stock,
which are exercisable within sixty days of March 24, 1995, had been
exercised as follows: Mr. Wagner -- 550,000 shares; Mr. Sardo -- 93,750
shares; Mr. Bliwas -- 52,500 shares; Mr. Bookshester -- 15,000 shares; Mr.
Frigo -- 15,000 shares; Mr. McDonald -- 15,000 shares; Mr. Stein -- 15,000
shares and all directors and executive officers as a group (including such
individuals) -- 902,573 shares.
2
<PAGE> 6
(2) Includes 633,375 shares of Common Stock with respect to which Mr. Wagner
has sole voting rights. These shares are owned by Joy B. Wagner, who has
sole power to direct their disposition, and Mr. Wagner disclaims beneficial
ownership of such shares.
(3) Less than one percent of the outstanding shares of Common Stock.
(4) Does not include 2,262,122 shares of Common Stock (17.6% of the outstanding
shares of Common Stock) subject to the voting trust agreements referred to
under the caption "Settlement of Litigation and Related Claims" herein. The
outside directors of the Company have shared voting power with respect to
such shares of Common Stock. Including such shares, the directors and
executive officers of the Company as a group, assuming the exercise of
outstanding options as set forth in Note 1 above, have voting rights with
respect to 41.18% of the outstanding shares of Common Stock.
(5) Does not include 146,362 shares of Common Stock held in trust for the
family of Steven D. Bedowitz, with respect to which Mr. Bedowitz has no
voting or investment power. The number and percentage of shares owned by
Mr. Bedowitz, as shown in the table, assume that a stock option held by
him to purchase 50,000 shares of Common Stock had been exercised.
(6) These shares are subject to a Voting Trust Agreement. See the caption
"Settlement of Litigation and Related Claims" herein.
(7) Beneficial ownership of these shares of Common Stock is shown as of
February 13, 1995. As stated in Schedule 13G dated February 13, 1995,
filed with the Securities and Exchange Commission jointly by Brinson
Partners, Inc., Brinson Trust Company and Brinson Holdings, Inc. 565,194
shares of Common Stock (4.40% of the outstanding shares) are held by
Brinson Partners, Inc. and 785,404 of such shares (6.11% of the
outstanding shares) are held by Brinson Trust Company, a wholly-owned
subsidiary of Brinson Partners, Inc. Brinson Partners, Inc. is a
wholly-owned subsidiary of Brinson Holdings, Inc.
(8) Beneficial ownership of these shares of Common Stock is shown as of January
30, 1995. As stated in Schedule 13G dated January 30, 1995, filed with the
Securities and Exchange Commission, TCW Group, Inc. has sole voting power
and sole dispositive power with respect to these shares. However, the
schedule includes a disclaimer to the effect that the filing of the
schedule shall not be construed as an admission that The TCW Group, Inc. or
any of its affiliates is the beneficial owner of such shares.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's By-Laws provide that the Board of Directors shall consist of
not less than three nor more than twelve persons and that the Board of Directors
shall be divided into three classes serving staggered terms, with each class to
consist, as nearly as possible, of one-third of the directors. By resolution and
pursuant to the Company's By-Laws, the Board of Directors has determined that
the Board of Directors shall consist of seven persons, with each class
consisting of two directors, except for Class III which consists of three
directors. The Class II directors are to be elected at the Annual Meeting, and
those nominees for director will serve a three year term if elected. An
additional Class III director is also to be elected at the Annual Meeting, whose
term, if elected, will expire in May 1996 concurrently with the terms of the
directors now serving as Class III directors.
Unless authority to vote for a director is withheld in the enclosed proxy,
the persons named in such proxy intend to vote for the election of the nominees
listed in the table below. Each of the nominees has indicated a willingness to
serve as a director, but if he should decline or be unable to serve as a
director, the persons named in the proxy will vote for the election of another
person as recommended by the Board of Directors.
3
<PAGE> 7
The following information is submitted with respect to the nominees for
election to the Board of Directors:
NOMINEES FOR DIRECTOR
CLASS II (TERM EXPIRES MAY 1998)
Mr. Ronald I. Wagner, age 48, joined the Company in October 1988 as Senior
Vice President and as President of the Cabinet Division, and has served as a
director of the Company since December 1988. He was elected to the position of
Chairman of the Board, President and Chief Executive Officer of the Company in
January 1991, and since April 1994 has served as Chairman of the Board. Prior to
October 1988, Mr. Wagner was President of Cabinet Magic, Inc. and Joy
Laminators, Inc., which he founded in 1982 as successors to a company he founded
in 1975. These companies and their subsidiaries were acquired by the Company in
October 1988.
Mr. Ronald L. Bliwas, age 52, has served as a director of the Company since
June 1987 and also serves as the Vice Chairman of the Board of Directors. Since
January 1982 he has served as President, Chief Executive Officer and a director
of A. Eicoff & Company, the direct advertising division of Ogilvy & Mather.
CLASS III (TERM EXPIRES MAY 1996)
Mr. V. James Sardo, age 51, joined the Company in April 1994 as President
and Chief Executive Officer, and has served as a director of the Company since
May 1994. Prior to joining the Company he served as President and Chief
Executive Officer of SNE Enterprises, Inc., a subsidiary of Ply Gem Industries,
Inc., which manufactures and sells wood and vinyl windows and other related home
improvement products. For more than 25 years prior to joining SNE Enterprises,
Inc. he held several executive positions with Firestone Canada, Inc., serving as
Chairman, President and Chief Executive Officer from 1983 to 1986. Following the
acquisition of Firestone, Inc. by Bridgestone in 1987, he assumed responsibility
for business development worldwide and in 1988 he served as President of
Firestone Industrial Products Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES TO THE BOARD OF DIRECTORS.
DIRECTORS CONTINUING IN OFFICE
CLASS I (TERM EXPIRES MAY 1997)
Mr. Dennis S. Bookshester, age 56, has served as a director of the Company
since August 9, 1991. From December 1990 through May 1991 he served as President
and Chief Executive Officer of Zale Corporation, a specialty retailer of
jewelry. For more than five years prior thereto he was employed by Carson Pirie
Scott & Company, a retailer of general merchandise, in various capacities, most
recently as Chairman and Chief Executive Officer of the retail division. At
present, Mr. Bookshester is self-employed as a business consultant. He also
serves as a director of Evans, Inc., Playboy Enterprises, Inc., Fruit of the
Loom, Inc. and Sundance Homes, Inc.
Mr. Jack L. McDonald, age 61, has served as a director of the Company since
April 1, 1992. From July 1978 to January 1985 he served as President and Chief
Operating Officer of Centex Corporation, a company engaged in the home building,
cement, oil and gas and general construction industries, where he had been
employed since 1966. Since 1985 he has been self-employed as a business
consultant. He also serves as a director of Triangle Pacific, Inc., U. S. Homes,
Inc., Bally's Grand, Inc. and American Homestar Corporation.
CLASS III (TERM EXPIRES MAY 1996)
Mr. Arthur P. Frigo, age 53, has served as a director of the Company since
August 9, 1991. From 1977 to 1989 he served as President of Super-Cut, Inc., a
manufacturer of industrial diamond products. During the period 1978 to 1982 he
also served as President of Megadiamond, Inc., a manufacturer of man-made
4
<PAGE> 8
diamonds. Since 1988 he has served as President of M.B. Walton Company, a
manufacturer and marketer of consumer products.
Mr. Sheldon I. Stein, age 41, has served as a director of the Company since
April 1, 1992. He is a Senior Managing Director of Bear, Stearns & Co., Inc., an
investment banking firm, and is in charge of its Southwest Corporate Finance
Department. Prior to joining Bear, Stearns & Co., Inc. in August 1986, Mr. Stein
was a partner in the Dallas law firm of Hughes & Luce. He also serves as a
director of Cinemark USA, Inc. and Fresh America Corporation.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held eight meetings during the fiscal year ended
December 31, 1994. Each incumbent director attended all of the meetings held by
the Board of Directors and all of the meetings held by all committees of the
Board of Directors on which each served. The standing committees of the Board of
Directors are the Executive Committee, the Audit Committee, the Compensation
Committee, the Nominating Committee and the Stock Option Plan Committee. Except
for the Executive Committee, these committees are comprised of Messrs. Bliwas
(who is Chairman of the Nominating Committee), Bookshester (who is Chairman of
the Compensation Committee and the Stock Option Plan Committee), Frigo (who is
Chairman of the Audit Committee), McDonald and Stein. The Executive Committee is
comprised of Messrs. Bookshester, McDonald and Wagner (Chairman).
The Audit Committee held three meetings during the fiscal year ended
December 31, 1994. The Audit Committee's duties and responsibilities include (i)
the recommendation to the Board of Directors on an annual basis of the
independent public accounting firm to examine the annual financial statements of
the Company and its subsidiaries, (ii) a review of and approval of the scope of
the annual audit, (iii) a review of the results of the annual audit and of
comments and recommendations of the auditors based upon their audit, (iv) a
review of the system of internal control and control mechanisms with respect to
both internal and external auditing functions, and (v) communications from the
Audit Committee to the auditors, and from the auditors to the Audit Committee,
relating to the responsibility of the Audit Committee and the professional
services of the auditors for the Company. The Compensation Committee, which
serves as the Compensation Committee under the Management Incentive Plan of the
Company and advises the Board of Directors of the Company with respect to
officers' compensation, held three meetings during the fiscal year ended
December 31, 1994. The Stock Option Plan Committee, which serves as the
committee of disinterested directors with respect to the granting of options
under the AMRE, Inc. Stock Option Plan, held two meetings during the fiscal year
ended December 31, 1994. The Nominating Committee held two meetings during the
fiscal year ended December 31, 1994. The Nominating Committee is to recommend to
the Board of Directors those persons to be selected as management's nominees for
election at each annual meeting of stockholders and those persons to be elected
to fill any vacancy on the Board of Directors occurring between stockholder
meetings. A stockholder may directly nominate persons for election as directors
of the Company by complying with the procedures set forth under the caption
"Procedures for Nomination of Directors by Stockholders" herein. The Executive
Committee was not established until March 1995 and held no meetings during the
fiscal year ended December 31, 1994. The Executive Committee has the same powers
as the Board of Directors and may act when the Board is not in session, subject
to the limitations of the Bylaws of the Company and the Delaware General
Corporation Law.
COMPENSATION OF DIRECTORS
Each outside director receives annual compensation of $20,000 plus an
additional $2,000 for each Board of Directors meeting attended and for
attendance at other meetings, such as committee meetings, involving members of
the Board of Directors which are held on a day when no Board of Directors
meeting is held. Compensation paid to outside directors for the fiscal year
ended December 31, 1994, amounted to an aggregate of $190,000. Directors who are
employees of the Company are not specially compensated for attending meetings of
the Board of Directors.
5
<PAGE> 9
INDEMNIFICATION AGREEMENTS
The Company has entered into Indemnification Agreements with each of the
members of the Board of Directors. The Indemnification Agreements are for an
unspecified period of time and are intended to indemnify and hold harmless each
director to the fullest extent permitted or authorized by applicable law and the
Bylaws of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding the executive officers of the Company is as follows:
<TABLE>
<CAPTION>
NAME POSITION AGE
- - ---------------------- ----------------------------------------------------- ---
<S> <C> <C>
Ronald I. Wagner Chairman of the Board of Directors(1) 48
V. James Sardo President and Chief Executive Officer(1) 51
Keith L. Abrams Vice President-Business Development(2) 39
C. Curtis Everett Vice President-Law, Secretary and General Counsel(3) 64
Daniel A. Grandon Vice President-Sales & Installation(4) 35
Robert E. Horton, Jr. Vice President-Marketing(5) 37
Mac M. Martirossian Vice President-Operations(6) 40
John S. Vanecko Vice President and Chief Financial Officer(7) 50
Walker T. Williams Vice President-Human Resources(8) 51
</TABLE>
- - ---------------
(1) Member of the Board of Directors. See "Election of Directors" above for
additional information.
(2) Mr. Abrams joined a predecessor of Cabinet Magic, Inc. in February 1978 and
in January 1980 he was promoted to Installation Manager of that company. In
1982 he became an employee of Cabinet Magic, Inc. and Joy Laminators, Inc.,
and in January 1984 he was promoted to Vice President of each of these
companies. In October 1988, after the acquisition of Cabinet Magic, Inc. and
Joy Laminators, Inc. by the Company, he was named Vice President-Production,
for the Cabinet Division. In January 1991, Mr. Abrams was promoted to the
position of Executive Vice President-Interior Division, and in November 1992
he was named Regional Vice President-Central Region. Effective January 1,
1995, he was elected Vice President-Business Development, his present
position.
(3) Mr. Everett joined the Company in June 1991 as Vice President-Law, Secretary
and General Counsel. For more than thirty-four years prior to joining the
Company, he practiced law with the Chicago law firm of Bell, Boyd & Lloyd,
specializing in corporate and securities matters.
(4) Mr. Grandon joined the company in March 1993 as Regional Vice
President-Northeast Region and was elected Regional Vice President-East
Region in November 1993. Effective January 1, 1995, he was elected Vice
President-Sales and Installation, his present position. For four years
prior to joining the company, he was employed by EcoLab Inc., an
institutional chemical company, and served as Division Vice President of
its wholly-owned subsidiary, ChemLawn Services Corporation, a residential
landscape service company.
(5) Mr. Horton joined the Company in August 1993 as Vice President-Marketing. He
was employed by Ryder System, Inc., a highway transportation service
company, from February 1990 until August 1993, initially as a Director of
Marketing and most recently as Group Director, Marketing, Commercial
Services. From 1984 to February 1990 he was employed as Director of
Marketing, North American Operations, of Monroe Auto Equipment Company, a
manufacturer of automotive products.
(6) Mr. Martirossian joined the Company in March 1989 and served as Chief
Accounting Officer until July 1989, at which time he was elected Treasurer
and Chief Financial Officer. In June 1991, he was appointed Director of
Field Operations, the position he held until May 1994, when he was elected
Vice President-Operations, his present position.
(7) Mr. Vanecko joined the Company in July 1991 as Chief Financial Officer and
was also named a Vice President in May 1992. For more than five years prior
to joining the Company, he was employed by
6
<PAGE> 10
Microdot, Inc., a manufacturer of connecting devices, where he served as
Vice President-Finance and, subsequent to January 1989, as Senior Vice
President and Chief Financial Officer.
(8) Mr. Williams joined the Company in July 1992 as Vice President-Human
Resources. Prior to joining the Company, he was Senior Vice President,
Human Resources for Metromedia Steakhouses, and for three years prior
thereto he served as Senior Vice President, Human Resources for GLI Holding
Company, the parent of Greyhound Lines, Inc. For the prior seven years, Mr.
Williams was Corporate Director of Human Resources, Westin Hotels &
Resorts.
EXECUTIVE COMPENSATION AND OTHER MATTERS
REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK OPTION PLAN COMMITTEE OF THE
BOARD OF DIRECTORS
The Compensation Committee and the Stock Option Plan Committee of the Board
of Directors (jointly referred to as the "Committees") are composed of the five
outside directors of the Company. The Compensation Committee is responsible for
setting and administering the policies which govern the terms of the Company's
Management Incentive Plan and advises the Board of Directors of the Company with
respect to officers' compensation. The Compensation Committee also determines
the annual bonus to be granted to Ronald I. Wagner, the Chairman of the Board of
the Company, in accordance with the terms of his Employment Agreement described
under the subcaption "Employment Agreements" below. The Stock Option Plan
Committee is responsible for administering the Company's Stock Option Plan.
Currently, the Committees are composed of the same five outside directors.
The Compensation Committee believes that executive compensation should be
structured to attract and retain qualified executives in a competitive
environment. However, a significant portion of potential compensation should be
structured to motivate the achievement of desired financial and operating
results and should be directly related to achieving those results. Pursuant to
the terms of their respective Employment Agreements, potentially more than 50%
of the total annual cash compensation of the Chairman of the Board of the
Company and up to 50% of the total annual cash compensation of the Chief
Executive Officer of the Company may be paid in the form of a bonus based upon
the Company achieving certain profitability goals. Bonuses ranging from 40% to
50% of the base salary of the executive officers of the Company (other than the
Chairman of the Board of the Company) are determined pursuant to the Management
Incentive Plan which provides for annual cash awards to participants. Individual
awards will be a predetermined percentage of the participant's base salary based
on corporate profitability and on individual performance objectives established
or approved by the Chief Executive Officer of the Company. One hundred percent
of the predetermined base salary percentage will be awarded upon achieving 100%
of the goals in both categories (75% for achieving the corporate profitability
goal and 25% based on achieving individual performance objectives), with the
awards being scaled upward to a maximum of twice the award if the corporate
profitability goal is exceeded by 50%. If at least 75%, but less than 100%, of
the corporate profitability goal is achieved, 50% of the predetermined base
salary percentage will be awarded (allocated 75%/25% as stated above). Payment
of any award in excess of 100% of the predetermined base salary percentage will
be paid in equal installments for each of the following two years unless the
executive resigns or is terminated for cause. No bonuses were paid to any
executive officer of the Company under the Management Incentive Plan for the
fiscal years ended December 31, 1992, 1993 and 1994, as corporate profitability
goals were not achieved.
A bonus was paid to V. James Sardo, the Chief Executive Officer of the
Company, for 1994 in accordance with the terms of his Employment Agreement
described under the subcaption "Employment Agreements" below. A bonus was also
paid to Robert E. Horton, Jr. in 1994 in accordance with the terms of his offer
of employment.
The base salary of the Chairman of the Board was established by the terms
of an Employment Agreement effective as of June 1, 1991, prior to the
establishment of the Compensation Committee. The base salary of the Chief
Executive Officer of the Company was established by the terms of an Employment
Agreement dated April 8, 1994. The agreements contemplate an annual review of
the respective salaries by the Board of Directors, which function will be
performed by the Compensation Committee as it is now
7
<PAGE> 11
constituted. As discussed under the caption "Salary Reductions" below, Mr.
Wagner voluntarily reduced his salary by fifteen percent for the period March 1,
1993, through December 31, 1994. The base salary provided by his Employment
Agreement was not increased for 1995. The base salaries of the other executive
officers of the Company were recommended by the Chief Executive Officer of the
Company and approved by the Compensation Committee. Such salaries were based
upon competitive conditions and upon an analysis of salary ranges for similar
jobs conducted by a nationally recognized compensation consulting firm. The peer
group used for comparison of salary ranges is not the same peer group used in
preparing the stock performance graph contained below under the subcaption
"Five-Year Cumulative Total Return." The peer group used for salary range
comparisons is a larger peer group consisting of companies from various
industries, but of approximately the same size as the Company. The Company feels
that this peer group is more indicative of the market in which it competes for
executive talent.
Changes made to the Internal Revenue Code in 1993 could potentially limit
the ability of the Company to deduct, for federal income tax purposes, certain
compensation in excess of $1 million per year paid to individuals named in the
summary compensation table. This limitation was effective beginning in 1994. The
Company believes that all compensation paid in 1994 will be fully deductible.
The Company will seek ways to maximize the deductibility of compensation
payments without compromising the Company's or the Compensation Committees'
flexibility in designing effective compensation plans that can meet the
Company's objectives and respond quickly to marketplace needs. Although the
Committees will from time to time review the advisability of making changes in
compensation plans to reflect government mandated policies, it will not do so
unless it feels that such changes are in the best interest of the Company and
its stockholders.
In 1994, the Board of Directors, upon the recommendation of the Committees,
approved the cancellation and regrant of all outstanding options granted under
the AMRE, Inc. Stock Option Plan (the "Plan") and certain options granted
outside of the Plan, with an exercise price in excess of $3.50 per share, the
then fair market value of the Company's Common Stock. Additional options were
also granted under the Plan as recommended by the Chief Executive Officer of the
Company and approved by the Committees. See "Stock Options" and "Compensation
Committee and Stock Option Committee Report on 1994 Cancellation and Regrant of
Options".
The Company has no defined benefit pension plan nor any other
post-retirement or post-employment benefit plan.
The Compensation Committee and Stock Option Plan Committee consist of the
following directors:
Dennis S. Bookshester (Chairman)
Ronald L. Bliwas
Arthur P. Frigo
Jack L. McDonald
Sheldon I. Stein
8
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table sets forth the total cash and non-cash compensation for
the stated periods for the Company's Chief Executive Officers and the other four
most highly compensated executive officers who were serving as executive
officers at December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- -------------
OTHER ANNUAL STOCK OPTIONS ALL OTHER
NAME AND COMPENSATION (IN SHARES) COMPENSATION
PRINCIPAL POSITION YEAR(1) SALARY BONUS(2) (3) (4) (5)
- - --------------------------------- ------- -------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Wagner 1994 $426,942 -0- $ -- 550,000 $ 10,038
- Chairman 1993 439,499 -0- 73,843(6) -0- 9,525
- President 1992 501,913 -0- 103,071(6) -0- 7,034
- Chief Executive Officer
V. James Sardo 1994 $231,231 $75,000 $ 53,370(7) 375,000 $ 5,371
- President
- Chief Executive Officer
Keith L. Abrams 1994 $234,300 -0- $ -- 10,000 $ 7,034
- Regional Vice President- 1993 217,268 -0- -- -0- 6,860
Central Region 1992 234,109 -0- 51,150(7) -0- 6,146
- Acting Regional Vice
President-West Region
Robert E. Horton, Jr. 1994 $179,080 15,000 $ -- 34,000 $ 1,764
- Vice President-Marketing 1993 55,774 -0- 19,637(7) 15,000(8) 1,107
C. Curtis Everett 1994 $177,373 -0- $ -- 37,500 $ 8,632
- Vice President-Law 1993 147,536 -0- -- -0- 8,142
- Secretary 1992 157,909 -0- -- -0- 5,793
- General Counsel
John S. Vanecko 1994 $170,954 -0- $ -- 35,793 $ 5,498
- Vice President 1993 142,234 -0- -- -0- 3,333
- Chief Financial Officer 1992 152,909 -0- -- -0- 2,971
</TABLE>
- - ---------------
(1) The employment of Messrs. Sardo and Horton commenced in April 1994, and
August 1993, respectively. Mr. Wagner continued as Chairman of the Board
following the election in April 1994 of Mr. Sardo as President and Chief
Executive Officer.
(2) No bonuses were paid pursuant to the Company's Management Incentive Plan
for the fiscal years ended December 31, 1992, 1993 and 1994. Mr. Sardo was
paid a bonus for 1994 in accordance with his Employment Agreement as an
incentive for him to accept his position with the Company. Mr. Horton was
paid a bonus in 1994 in accordance with his offer of employment as an
incentive for him to accept his position with the Company.
(3) The table includes such other annual compensation which exceeded, in the
aggregate, the lesser of either $50,000 or 10% of salary.
(4) The option awards include options granted in exchange for surrendered
options as follows: Wagner -- 550,000; Sardo -- 375,000; Horton -- 15,000;
Everett -- 30,000 and Vanecko -- 28,293. (See the caption "Ten-Year Option
Repricings" herein.)
9
<PAGE> 13
(5) The amounts shown include life and disability insurance premiums paid by the
Company on behalf of the respective executive officers and Company
contributions to the Savings Investment Plan for the benefit of the
respective executive officers, as shown below.
<TABLE>
<CAPTION>
LIFE/DISABILITY SAVINGS INVESTMENT PLAN
INSURANCE (401(K) PLAN)
-------------------------- --------------------------
1992 1993 1994 1992 1993 1994
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Ronald I. Wagner.............. $4,852 $7,202 $7,694 $2,182 $2,323 $2,344
V. James Sardo................ -- -- 5,371 -- -- -0-
Keith L. Abrams............... 3,964 4,555 4,736 2,182 2,305 2,298
Robert E. Horton, Jr.......... -- 1,007 1,114 -- -0- 650
C. Curtis Everett............. 4,477 5,929 6,338 1,316 2,213 2,294
John S. Vanecko............... 2,589 3,602 3,788 282 1,422 1,710
</TABLE>
(6) Includes $62,800 and $70,000 paid in 1992 and 1993, respectively, for
personal financial planning and the preparation and filing of personal
income tax returns in accordance with Mr. Wagner's Employment Agreement.
(7) Includes relocation expenses in the amounts of $26,617, $40,267 and $18,598
for Messrs. Sardo, Abrams and Horton, respectively. The amount shown for
Mr. Sardo also includes a country club membership fee in the amount of
$26,753.
(8) Represents options granted to Mr. Horton in 1993, and subsequently cancelled
and re-granted in 1994 (See "Ten-Year Option Repricings" and "Compensation
Committee and Stock Option Plan Committee Report on 1994 Cancellation and
Regrant of Options").
SALARY REDUCTIONS
Effective March 1, 1993, by voluntary action of the respective executive
officers of the Company, the base salary of Ronald I. Wagner was reduced by
fifteen percent and the base salaries of the other executive officers were
reduced by ten percent. Except for Mr. Wagner, the executive officers' base
salaries were restored to their February 28, 1993, levels effective December 1,
1993. Mr. Wagner's salary was restored to its February 28, 1993, level effective
January 1, 1995.
STOCK OPTIONS
The following table sets forth the number of shares of Common Stock of the
Company subject to options held by the executive officers named in the Summary
Compensation Table above. None of the named executive officers exercised an
option during 1994.
AGGREGATED UNEXERCISED OPTIONS
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1994 DECEMBER 31, 1994(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------------------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ronald I. Wagner............................................ -0- 550,000 $ -0- $ 687,500
V. James Sardo.............................................. -0- 375,000 -0- 468,750
Keith L. Abrams............................................. 66,154 10,000 7,500 12,500
Robert E. Horton, Jr........................................ -0- 34,000 -0- 42,500
C. Curtis Everett........................................... -0- 37,500 -0- 46,875
John S. Vanecko............................................. -0- 35,793 -0- 44,741
</TABLE>
- - ---------------
(1) The closing price for the Company's common stock as reported by the New York
Stock Exchange on December 30, 1994, (the last trading day in 1994) was
$4.75. Value is calculated on the basis of the difference between the
option exercise price of "in-the-money" options and $4.75 multiplied by the
number of shares of Common Stock subject to the option.
10
<PAGE> 14
The following table sets forth information with respect to options granted
during 1994 to the executive officers named in the Summary Compensation Table
above. The table also shows the value of the options at the end of the ten year
option term if the stock price were to appreciate annually by 5% and 10%,
respectively. There is no assurance that the stock price will appreciate at
those rates. The table also indicates that if the stock price does not
appreciate there will be no increase in the potential realizable value of the
options.
OPTIONS GRANTED IN 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES
SECURITIES GRANTED TO OF STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM(2)
OPTIONS IN FISCAL EXERCISE EXPIRATION ---------------------------
NAME GRANTED(1) YEAR PRICE DATE 0% 5% 10%
- - --------------------------- ---------- ---------- -------- ---------- --- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Ronald I. Wagner........... 550,000(3) 30.9% $ 3.50 5/11/04 -0- $1,210,622 $3,067,954
V. James Sardo............. 375,000(4) 21.0 3.625 4/08/04 -0- 854,904 2,166,494
375,000(3) 21.0 3.50 5/11/04 -0- 825,424 2,091,787
Keith L. Abrams............ 10,000 0.6 3.50 5/11/04 -0- 22,011 55,781
Robert E. Horton, Jr....... 19,000 1.1 3.50 5/11/04 -0- 41,821 105,984
15,000(3) 0.8 3.50 5/11/04 -0- 33,017 83,671
C. Curtis Everett.......... 7,500 0.4 3.50 5/11/04 -0- 16,508 41,836
30,000(3) 1.7 3.50 5/11/04 -0- 66,034 167,343
John S. Vanecko............ 7,500 0.4 3.50 5/11/04 -0- 16,508 41,836
28,293(3) 1.6 3.50 5/11/04 -0- 62,277 157,821
</TABLE>
- - ---------------
(1) All options granted to the named officers were granted on May 11, 1994,
under the direction of the Stock Option Plan Committee of the Board of
Directors. The options granted to Messrs. Abrams, Horton, Everett and
Vanecko become exercisable in cumulative annual increments of one-third
commencing on May 11, 1995. The options granted to Mr. Wagner become
exercisable on May 11, 1995. The options granted to Mr. Sardo become
exercisable in cumulative annual increments of one-fourth commencing on May
11, 1995. All Options were granted with an exercise price equal to 100% of
the market price for Common Stock on the date of grant of such stock option
and are exercisable for a period of ten years from the date of grant.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall stock
market conditions. There can be no assurance that the values reflected in
this table will be achieved.
(3) Represents options which were regranted pursuant to the Cancellation and
Regrant of Options on May 11, 1994 (see "Ten-Year Option Repricings" and
"Compensation Committee and Stock Option Plan Committee Report on 1994
Cancellation and Regrant of Options").
(4) Represent options no longer outstanding which were granted to Mr. Sardo on
April 8, 1994, and subsequently cancelled and regranted on May 11, 1994 (see
"Ten-Year Option Repricings" and "Compensation Committee and Stock Option
Plan Committee Report on 1994 Cancellation and Regrant of Options").
If the price of the Common Stock appreciates, the value of the Common Stock
held by stockholders of the Company will also increase. For example, the market
value of the 12,849,822 outstanding shares of Common Stock of the Company on
March 24, 1995, was approximately $54,612,000 based upon the market price on
that date. If the price per share of Common Stock of the Company increases by 5%
per year, the market value on March 24, 2005, of the same number of shares would
be approximately $88,957,000. If the price per share of Common Stock of the
Company increases by 10% per year, the market value on March 24, 2005, of the
same number of shares would be approximately $141,649,000.
11
<PAGE> 15
TEN-YEAR OPTION REPRICINGS
The following table sets forth information concerning all repricings of
stock options held by each person serving as an executive officer of the Company
at the time of the respective repricings during the ten-year period ended
December 31, 1994.
<TABLE>
<CAPTION>
MARKET
NUMBER OF PRICE OF
SECURITIES STOCK AT EXERCISE LENGTH OF ORIGINAL
UNDERLYING TIME OF PRICE AT TIME OPTION TERM
DATE OPTIONS REPRICING OF REPRICING NEW REMAINING AT DATE
OF REPRICED OR OR OR EXERCISE OF REPRICING OR
NAME REPRICING AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
- - -------------------------------------- --------- ----------- --------- ------------- -------- -------------------
<S> <C> <C> <C> <C> <C> <C>
OPTIONS REPRICED ON 5/11/94
Ronald I. Wagner, Chairman 5/11/94 50,000 $3.50 $4.25 $ 3.50 6 years 60 days
Ronald I. Wagner, Chairman 5/11/94 500,000 3.50 4.00 3.50 6 years 256 days
V. James Sardo, President and CEO 5/11/94 375,000 3.50 3.625 3.50 9 years 333 days
Robert E. Horton, Jr., Vice President- 5/11/94 15,000 3.50 5.00 3.50 9 years 111 days
Marketing
C. Curtis Everett, Vice President-Law, 5/11/94 30,000 3.50 5.00 3.50 7 years 59 days
Secretary and General Counsel
Daniel A. Grandon, Regional Vice 5/11/94 15,000 3.50 5.00 3.50 9 years 91 days
President-East Region
John S. Vanecko, Vice President and 5/11/94 28,293 3.50 5.125 3.50 7 years 60 days
CFO
OPTIONS REPRICED ON 9/25/91
Randy F. Angelocci, Executive Vice 9/25/91 15,000 6.625 8.417 6.625 6 years 84 days
President-Exterior Division
Bernard M. Lane, Vice President- 9/25/91 15,000 6.625 8.417 6.625 6 years 84 days
Production, Exterior Division
OPTIONS REPRICED ON 7/9/90
Keith Abrams, Vice 7/9/90 15,000 4.25 7.00 4.25 9 years 248 days
President-Production, Cabinets
Randy F. Angelocci, Vice 7/9/90 15,000 4.25 7.00 4.25 9 years 248 days
President-Sales, Siding
Frank Cosmano, Vice President-Sales, 7/9/90 18,500 4.25 7.00 4.25 9 years 248 days
Cabinets
Garmon G. Dale, Jr., Corporate Legal 7/9/90 6,000 4.25 7.00 4.25 9 years 248 days
Counsel and Secretary
Bernard M. Lane, Vice President- 7/9/90 12,500 4.25 7.00 4.25 9 years 248 days
Production, Siding
Mac M. Martirossian, CFO and Treasurer 7/9/90 12,500 4.25 7.00 4.25 9 years 248 days
W. Ward Richardson, Vice President- 7/9/90 15,000 4.25 7.00 4.25 9 years 248 days
Administration
Peter Spaulder, Vice 7/9/90 12,500 4.25 7.00 4.25 9 years 248 days
President-Marketing
</TABLE>
COMPENSATION COMMITTEE AND STOCK OPTION PLAN COMMITTEE REPORT
ON 1994 CANCELLATION AND REGRANT OF OPTIONS
On May 11, 1994, the Board of Directors (the "Board"), upon the
recommendation of the Compensation Committee and Stock Option Plan Committee
(the "Committees"), approved the cancellation and regrant of all outstanding
options granted under the AMRE, Inc. Stock Option Plan (the "Plan") and options
granted to directors and certain officers of the Company outside of the Plan,
with an exercise price in excess of $3.50 per share, the then fair market value
of the Company's Common Stock. Each such optionee had the opportunity to elect
to retain his or her old options or accept a new option with an exercise price
of $3.50. Each option granted under the Plan has a term of ten years and becomes
exercisable for 33 percent of the option shares on May 11, 1995, and for the
balance of the shares in equal annual installments for the two successive years,
assuming continued employment with the Company or its subsidiary. The options
granted outside of the Plan, except those granted to Mr. Sardo, become fully
vested on May 11, 1995, assuming that the optionee is still serving as an
officer or director of the Company on that date. The option granted to Mr. Sardo
becomes vested
12
<PAGE> 16
in four equal annual installments on each subsequent anniversary date of the
grant commencing May 11, 1995. Out of the 87 optionees eligible to reprice their
options, 68 optionees agreed to the cancellation of all or a portion of their
old options in exchange for new options.
The Board approved the cancellation-regrant program because it believes
that equity interests are a significant factor in the Company's ability to
attract and retain key employees and directors that are critical to the
Company's long-range success. Since the grant of the options, Company-specific
factors as well as market factors, resulted in a decrease in the fair market
value of the Company's Common Stock. In addition, the Company appointed a new
President and Chief Executive Officer during the last fiscal year and it was the
consensus of the Board that it would be in the best interest of the Company and
its stockholders for the optionees to have the possibility of exercising
outstanding options at the current market price in view of the fresh start being
implemented by the newly elected President and Chief Executive Officer.
Accordingly, the Committees recommended, and the Board approved, the
cancellation-regrant program as a means of ensuring that the optionees have a
meaningful equity interest in the Company.
The Compensation Committee and the Stock Option Plan Committee consist of
the following directors:
Dennis S. Bookshester (Chairman)
Ronald L. Bliwas
Arthur P. Frigo
Jack L. McDonald
Sheldon I. Stein
13
<PAGE> 17
FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph indicates the Company's total return to its
stockholders for the past five years as compared to total return for the
Standard & Poor's 500 Composite Index and the Value Line Building Materials
Industry Listing (Peer Group), assuming a common starting point of $100 with
dividends reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
AMRE, INC., S&P 500, AND VALUE LINE'S BUILDING MATERIALS INDEX (PEER GROUP)
(PERFORMANCE RESULTS THROUGH 12/31/94)
<TABLE>
<CAPTION>
VALUE LINE
BUILDING
MEASUREMENT PERIOD STANDARD & MATERIALS
(FISCAL YEAR COVERED) AMRE, INC. POORS 500 (PEER GROUP)
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 72.27 96.83 88.36
1991 155.45 126.41 107.84
1992 95.43 136.25 143.52
1993 47.22 150.00 182.31
1994 68.54 151.97 155.32
</TABLE>
Assumes $100 invested at the close of trading on December 29, 1989 in AMRE,
Inc. (AMM) common stock, the S&P 500 index, and Value Line's Building Materials
index (Peer Group).
* Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
EXECUTIVE SEVERANCE PLAN
Certain members of senior management of the Company, including Messrs.
Abrams, Horton, Everett and Vanecko, are participants in an Executive Severance
Plan. This plan provides for the payment of an amount equal to one year's
compensation to a participant who has been an employee of the Company for a
minimum of eight months if the employment of the participant is terminated by
the Company without "cause" or by the participant due to an "adverse change in
conditions," as defined in the Plan. In addition, any participant, without
regard to length of service, will receive an amount equal to two years
compensation if the employment of the participant is terminated by the Company
without "cause" or by the participant for "good reason" following a "change in
control," as defined in the Plan.
14
<PAGE> 18
EMPLOYMENT AGREEMENTS
The Company has an Employment Agreement with Ronald I. Wagner for a term
ending May 31, 1997 (the "Agreement"). On June 1st in each year, the Agreement
is extended for an additional twelve month period unless one of the parties has
properly notified the other that the term of the Agreement shall not be
extended. No such notice has been given. The Agreement provides for salary at
the rate of $500,000 per annum, and contemplates annual increases. In addition,
Mr. Wagner is eligible for an annual cash bonus in an amount determined by the
Board of Directors, except that the bonus shall be one hundred and twenty-five
percent of his base salary for any fiscal year of the Company for which bonuses
are paid under the Company's Management Incentive Plan described above. However,
by agreement with Mr. Wagner, for the fiscal year ending December 31, 1995, he
will be paid a bonus of fifty percent of his total cash compensation upon the
Company achieving certain profitability goals or twenty-five percent of his base
salary if seventy-five percent, but less than one hundred percent, of the
profitability goal is achieved. His bonus will be scaled upward to a maximum of
one hundred and twenty-five percent of his base salary if the profitability goal
is exceeded, with the maximum bonus payable if the profitability goal is
exceeded by fifty percent. No bonus was paid to Mr. Wagner for 1992, 1993 or
1994. See the Summary Compensation Table above. The Agreement also provides for
the payment to Mr. Wagner of an amount equal to three times his highest
aggregate annual salary and cash bonus established during the term of the
Agreement in the event of a termination by him of his employment for "good
reason," which includes a "change in control" of the Company, as defined in the
Agreement. Effective March 1, 1993, through December 31, 1994, Mr. Wagner
voluntarily reduced his base salary by fifteen percent to an annual rate of
$426,942. See the subcaption "Salary Reductions" above.
The Company has an Employment Agreement with V. James Sardo for a term
ending April 24, 1996 (the "Agreement"). The Agreement provides for salary at
the rate of $325,000 per annum. In addition, Mr. Sardo is entitled to
participate in the Management Incentive Plan of the Company at the 50% of base
salary bonus level, which would result in his receiving a bonus equal to 100% of
his base salary if the corporate profitability goal is exceeded by 50%. See the
caption "Report of the Compensation Committee of the Board of Directors" above
for information with respect to the Management Incentive Plan. The Agreement
also provided for a minimum bonus of $75,000 to be paid for the fiscal year
ended December 31, 1994. See the Summary Compensation Table above. Upon
termination by Mr. Sardo of his employment for "good reason" following a "change
in control" of the Company, as defined in the Agreement, the Agreement provides
for the payment to him of an amount equal to 299% of his base salary in effect
on the date prior to the Change of Control plus an amount equal to 299% of any
additional payments to which he would have been entitled had he been terminated
by the Company for other than "Good Cause" as defined in the Agreement. Such
additional payments include a pro rata share (based upon the portion of the year
for which he was employed) of any bonus to which he would have been entitled had
he been employed as of the end of the then current fiscal year.
CERTAIN TRANSACTIONS
BLD Enterprises, a Texas joint venture in which Steven D. Bedowitz and
Robert Levin, former officers and directors of the Company, have an equal
interest, is the sole limited partner in AMRE-Crow Associates, Ltd., a Texas
limited partnership which is the lessor of one of two buildings which formerly
housed the Company's corporate headquarters in Irving, Texas. Mr. Bedowitz is
the holder of in excess of ten percent of the outstanding shares of Common Stock
of the Company. An affiliate of the Trammell Crow Company is the general partner
of AMRE-Crow Associates, Ltd. BLD Enterprises is entitled to 50% of all
distributions of net cash flow and is allocated all depreciation deductions and
50% of all of the income, gains, losses, deductions and credits of AMRE-Crow
Associates, Ltd. The lease, which expires on December 31, 1995, provides for
annual lease payments of approximately $468,000. The Company has entered into a
sublease with respect to this property which will enable it to recoup a portion
of its continuing obligations under this lease.
Commencing in October 1988, with its acquisition of Cabinet Magic, Inc.,
the Company began leasing certain of its facilities in Chicago, Illinois from
Ronald I. Wagner. This lease expires in 1998 and provides for annual payments of
approximately $165,000.
15
<PAGE> 19
The Company made loans against the receipt of collateralized promissory
notes to certain executive officers of the Company in fiscal 1990 and 1991,
which loans are due on April 30, 1997. As of January 1, 1993, new notes were
issued in modification of and substitution for the initially issued notes to
increase the principle amount by the amount of interest due for the year ended
December 31, 1992, and as of January 1, 1994, new notes were issued in
modification of and substitution for the January 1, 1993, notes to increase the
principle amount by the amount of interest due for the year ended December 31,
1993. As of April 30, 1994, new notes were issued in modification of and
substitution for the January 1, 1994, notes to increase the principle amount by
the amount of interest due for the four months ended April 30, 1994, and to
decrease the interest rate from 7% to 5.88% compounded annually. At January 1,
1995, principle and accrued interest on the loans to Messrs. Wagner and Abrams
amount to $3,895,922.30 and $486,990.31, respectively. On January 31, 1995,
additional shares of common stock of the Company were pledged as collateral
against these loans, bringing the total number of shares pledged by Messrs.
Wagner and Abrams to 763,978 and 95,497 shares, respectively.
Ronald L. Bliwas, a director of the Company and Vice Chairman of the Board
of Directors, is the President, Chief Executive Officer and a director of A.
Eicoff & Company, a direct advertising agency. The Company has retained A.
Eicoff & Company for direct response television advertising since 1985. In this
capacity, A. Eicoff & Company has the responsibility for producing television
commercials and purchasing television air time for the Company. Payments made by
the Company to A. Eicoff & Company during the fiscal year ended December 31,
1994, including reimbursement of payments for purchased television time and
development of television commercials for the Company by A. Eicoff & Company,
were $5,293,717.
During the fiscal year ended December 31, 1994, the Company paid fees to
Bear, Stearns & Co. Inc., an investment banking firm in which Sheldon I. Stein,
a director of the Company, is a Senior Managing Director and is in charge of its
Southwest Corporate Finance Department.
SETTLEMENT OF LITIGATION AND RELATED CLAIMS
On December 22, 1992, the United States District Court for the Northern
District of Texas, Dallas Division, approved the Settlement Agreement between
the Company and certain other defendants and the plaintiff class members in the
consolidated class action lawsuit, Lewis Marks, et al, v. AMRE, Inc., et al. As
part of the settlement agreement, which became effective on January 21, 1993,
Steven D. Bedowitz ("Bedowitz") and Robert Levin ("Levin") have each granted to
the Company a right of first refusal to purchase all or any portion of their
remaining shares of common stock of the Company for a period of ten years at a
purchase price equal to that which might be offered to them at the time by a
bona fide purchaser. Also, Bedowitz and Levin have each entered into a voting
trust for the purpose of placing the voting rights of all of their remaining
shares of Common Stock of the Company with the outside directors of the Company
for a period of ten years. In connection with the settlement, the Company
entered into a three-year consulting agreement with Bedowitz, which terminated
in December 1994, providing for consulting fees of $150,000 per year.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Arthur Andersen LLP has been appointed by the Board of Directors to serve
as the Company's independent auditors for the fiscal year ending December 31,
1995. Representatives of Arthur Andersen LLP are expected to be present at the
meeting with the opportunity to make a statement if they desire to do so, and
they are expected to be available to respond to appropriate questions.
Submission of the appointment of the independent auditors to the
stockholders for ratification is not required by law or the Company's
Certificate of Incorporation or Bylaws and ratification will not limit the
authority of the Board of Directors to appoint another accounting firm to serve
as the Company's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
SELECTION OF ARTHUR ANDERSEN LLP.
16
<PAGE> 20
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company no later than December
8, 1995.
PROCEDURES FOR NOMINATION OF DIRECTORS BY STOCKHOLDERS
Any stockholder of the Company entitled to vote for the election of
directors at a meeting of stockholders may nominate a person for election as a
director at such meeting by written notice to the Secretary of the Company
delivered to, or mailed and received at, the principal executive offices of the
Company not less than thirty days nor more than sixty days prior to the
stockholders meeting at which directors are to be elected. Such notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director, all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors or as
otherwise required, in each case pursuant to Regulation 14A under the Securities
and Exchange Act of 1934, as amended (including such person's written consent to
being named as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the books of the Company, of such stockholder and (ii) the number of shares of
Common Stock of the Company which are beneficially owned by such stockholder.
FINANCIAL INFORMATION
Copies of the Company's Annual Report to Stockholders and of the Form 10-K,
which contains financial statements of the Company for the fiscal year ended
December 31, 1994, are enclosed with this Proxy Statement.
Upon written request from any stockholder of record at March 24, 1995, (or
any beneficial owner representing that he is or was entitled to vote at the 1995
Annual Meeting), the Company will furnish to such stockholder, without charge,
an additional copy of the Form 10-K as filed with the Securities and Exchange
Commission, including financial statements. The Company may impose a reasonable
fee for its expenses in connection with providing exhibits referred to in the
Form 10-K, if the full text of such exhibits is specifically requested. Requests
should be directed to: C. Curtis Everett, Secretary, AMRE, Inc., 8585 North
Stemmons Freeway, South Tower, Dallas, Texas 75247.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that may come before the Annual Meeting. However, if any other matters are
properly brought before the meeting by the Board of Directors or any
stockholder, it is the intention of the persons named in the accompanying proxy
to vote said proxy in accordance with their judgement on such matters. The
enclosed proxy confers discretionary authority to take action with respect to
any additional matters that may come before the Annual Meeting.
17
<PAGE> 21
Even if you expect to be personally present at the Annual Meeting, it is
hoped that you will indicate your vote on the various proposals, date and sign
the enclosed proxy, and return it promptly to the Company in the envelope
provided herewith so as to assure that your shares are voted in the event you
are unavoidably absent.
By Order of the Board of Directors
/s/ C. CURTIS EVERETT
C. CURTIS EVERETT
Secretary
Dallas, Texas
April 7, 1995
18
<PAGE> 22
/ /
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: FOR the three /X/ WITHHOLD AUTHORITY to vote /X/ *EXCEPTION as indicated /X/
nominees listed below for the three nominees listed below. to the contrary below.
Nominees: Ronald I. Wagner and Ronald L. Bliwas (Class II) and V. James Sardo (Class III).
INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the Exception box, and write the nominee's name in the
space provided below.
*Exceptions________________________________________________________________________________________________________________________
2. Authority to vote for the ratification of the selection of 3. Authority to vote upon such other business as may properly
Arthur Andersen LLP as independent auditors of AMRE, Inc. come before the Annual Meeting.
for the fiscal year ending December 31, 1995.
FOR /X/ AGAINST /X/ ABSTAIN /X/ FOR /X/ AGAINST /X/ ABSTAIN /X/
Address Change
and/or Comments Mark Here /X/
NOTE: Signature should correspond with the printed name
appearing hereon. When signing in a fiduciary or
representative capacity, give full title as such, or when more
than one owner, each should sign.
Dated: __________________________________________________, 1995
(Month) (Day)
_______________________________________________________________
_______________________________________________________________
VOTES MUST BE INDICATED /X/
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (X) IN BLACK OR BLUE INK.
</TABLE>
- - --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF
AMRE, INC.
The undersigned hereby revoking all proxies previously granted,
appoints RONALD I. WAGNER and C. CURTIS EVERETT, and each of them, with
power of substitution, as proxy of the undersigned, to attend the Annual
Meeting of Stockholders of AMRE, Inc. on May 17, 1995, and any
adjournments thereof, and to vote the number of shares the undersigned
would be entitled to vote if personally present as indicated on the
reverse side hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2 AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
PLEASE BE CERTAIN THAT YOU HAVE DATED AND SIGNED THIS PROXY.
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the other side)
AMRE, INC.
P.O. BOX 11113
NEW YORK, N.Y. 10203-0113
