SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement
(Pursuant to Section 14(a) of the Securities Exchange Act
of 1934)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ATLANTIS PLASTICS, INC.
(Name of Registrant as specified in its Charter)
ATLANTIS PLASTICS, INC.
(Name of Person(s) Filing Proxy Statement)
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).
[ ] $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 transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
(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 No.:
(3) Filing Parties:
(4) Date Filed:
ATLANTIS PLASTICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 1995
To the shareholders of
Atlantis Plastics, Inc.
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of
Shareholders of Atlantis Plastics, Inc., a Florida corporation (the
"Company"), will be held at 9:00 a.m., local time, on Friday,
May 19, 1995, at the Grand Bay Hotel, 2669 South Bayshore Drive,
Miami, Florida, for the following purposes:
(1) To elect six members to the Company's Board of Directors
to hold office until their terms shall expire or until
their successors are duly elected and qualified; and
(2) To transact such other business as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
March 27, 1995 as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof.
Whether or not you expect to be present please sign, date and
return the enclosed proxy card in the enclosed pre-addressed
envelope as promptly as possible. No postage is required if mailed
in the United States.
By Order of the Board of Directors,
Peter W. Klein
Secretary
Miami, Florida
April 21, 1995
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO
ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
ANNUAL MEETING OF SHAREHOLDERS
OF
ATLANTIS PLASTICS, INC.
PROXY STATEMENT
DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Atlantis Plastics, Inc.,
a Florida corporation (the "Company"), of proxies from the holders
of the Company's Class A Common Stock, par value $0.10 per share
(the "Class A Common Stock"), for use at the 1995 Annual Meeting of
Shareholders of the Company, to be held on the 19th day of May,
1995, or any adjournment(s) thereof (the "Annual Meeting"),
pursuant to the enclosed Notice of Annual Meeting. No proxies will
be solicited from the holders of the Company's Class B Common
Stock, par value $0.10 per share (the "Class B Common Stock"). The
Class B Common Stock is not registered under Section 12 of the
Securities Exchange Act of 1934. The approximate date this Proxy
Statement and the enclosed form of proxy are first being sent to
holders of Class A Common Stock is April 21, 1995. The complete
mailing address, including zip code, of the principal executive
offices of the Company is 2665 South Bayshore Drive, Suite 800,
Miami, Florida 33133.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Board of
Directors of the Company. The giving of a proxy does not preclude
the right to vote in person should any shareholder giving the proxy
so desire. Shareholders have an unconditional right to revoke
their proxy at any time prior to the exercise thereof, either in
person at the Annual Meeting or by filing with the Secretary of the
Company at the Company's headquarters a written revocation or duly
executed proxy bearing a later date; however, no such revocation
will be effective until written notice of the revocation is
received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the
enclosed proxy is to be borne by the Company. In addition to the
use of mail, employees of the Company may solicit proxies
personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries.
Arrangements will be made with banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to
their principals and to request authority for the execution of
proxies. The Company will reimburse such persons for their
expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will
consider and vote upon the following matters:
1. The election of six directors to serve until the next
Annual Meeting of Shareholders or until their successors are duly
elected and qualified; and
2. Such other business as may properly come before the
Annual Meeting, including any adjournments thereof.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant to
this solicitation (and which have not been revoked in accordance
with the procedures set forth above) will be voted (a) FOR the
election of the two nominees for director named below to be elected
by the holders of Class A Common Stock (see "Outstanding Shares and
Voting Rights," below), and (b) in favor of all other proposals as
may properly come before the Annual Meeting. In the event a
shareholder specifies a different choice by means of the enclosed
proxy, such shareholder's shares will be voted in accordance with
the specification so made.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on March
27, 1995 (the "Record Date"), as the record date for determining
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting. As of the Record Date there were 4,082,437
shares of Class A Common Stock and 3,002,363 shares of Class B
Common Stock (the Class A Common Stock and Class B Common Stock are
collectively referred to as the "Common Stock"), issued and
outstanding, all of which are entitled to be voted at the Annual
Meeting. Holders of Class A Common Stock are entitled to one vote
per share on each matter that is submitted to shareholders for
approval, and vote as a separate class to elect 25 percent of the
directors of the Company (rounded up to the next whole number),
which presently equates to two directors. Holders of the Class B
Common Stock are entitled to 10 votes per share on each matter
submitted to shareholders for approval and vote as a separate class
to elect 75 percent of the directors (rounded down to the next
whole number), which presently equates to four directors.
The attendance, in person or by proxy, of the holders of a
majority of the outstanding shares of each of the Class A Common
Stock and the Class B Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum. For purposes of
electing directors at the Annual Meeting, the two nominees
receiving the greatest number of votes of Class A Common Stock
voting separately as a class, and the four other nominees receiving
the greatest number of votes of Class B Common Stock voting
separately as a class, shall be elected as directors. The
affirmative vote of a majority of the votes of Class A Common Stock
and Class B Common Stock present in person or by proxy at the
meeting and voting together as a single class is required for the
approval of any other matter that may be submitted to a vote of the
shareholders. Abstentions are considered as shares present and
entitled to vote for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter
submitted to the shareholders for a vote, but are not counted as
votes "for" or "against" any matter. The inspectors of election
will treat shares referred to as "broker or nominee non-votes"
(shares held by brokers or nominees as to which instructions have
not been received from the beneficial owners or persons entitled to
vote and the broker or nominee does not have discretionary voting
power on a particular matter) as shares that are present and
entitled to vote for purposes of determining the presence of a
quorum. For purposes of determining the outcome of any matter as to
which the proxies reflect broker or nominee non-votes, shares
represented by such proxies will be treated as not present and not
entitled to vote on that subject matter and therefore will not be
considered by the inspectors of election when counting votes cast
on the matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other
matters). If less than a majority of the outstanding shares of
Common Stock are represented at the Annual Meeting, a majority of
the shares so represented may adjourn the Annual Meeting from time
to time without further notice.
SECURITY OWNERSHIP
The following table sets forth information with respect to
the beneficial ownership of the Company's Common Stock as of the
Record Date by (a) each person known to the Company to own
beneficially more than five percent of either class of the
Company's outstanding Common Stock, (b) each director (including
nominees) who owns any such shares, (c) each Named Executive
Officer who owns any such shares (see "Executive Compensation and
Other Information-Summary of Cash and Certain Other Compensation"),
and (d) the directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
<S> <C>
Class A Common Stock
Beneficially Owned(2)(3)
Name and Address of
Beneficial Owner(1) Shares Percent
Triad Capital Fund(4). . . . . . . . . . 221,353 5.4%
Trivest of Florida, Ltd.(4). . . . . . . 1,279 *
Southeast Banking
Corporation(5) . . . . . . . . . . . . 205,074 5.0%
Anthony F. Bova(6) . . . . . . . . . . . -- --
J. Bradley Davis(7) . . . . . . . . . . 218,574 5.4%
Michael A. DiGregorio(8) . . . . . . . . 8,000 *
Phillip T. George, M.D.(9)(10) . . . . . 254,897 6.1%
Larry D. Horner(11) . . . . . . . . . . -- --
Charles D. Murphy, III(12) . . . . . . . 17,987 *
Earl W. Powell(9)(13) . . . . . . . . . 173,913 4.2%
Chester B. Vanatta(14) . . . . . . . . . 20,192 *
Peter Kacer(15). . . . . . . . . . . . . 22,912 *
All directors and executive
officers as a group (10
persons)(16) . . . . . . . . . . . . . . 759,586 17.4%
(continued)
<S> <C> <C>
Class B Common
Stock Bene- Combined
ficially Owned (2) Voting Power
Name and Address of of Voting
Beneficial Owner(1) Shares Percent Stock
Triad Capital Fund(4). . . . 1,333,032 44.4% 39.7%
Trivest of Florida, Ltd.(4). 12,499 * *
Southeast Banking
Corporation(5) . . . . . . -- -- *
Anthony F. Bova(6) . . . . . -- -- --
J. Bradley Davis(7) . . . . 157,511 5.2% 5.2%
Michael A. DiGregorio(8) . . -- -- *
Phillip T. George, M.D.(9)
(10) . . . . . . . . . . . . 608,319 19.9% 15.4%
Larry D. Horner(11) . . . . -- -- --
Charles D. Murphy, III(12) . 27,562 * *
Earl W. Powell(9)(13). . . . 717,834 22.7% 20.5%
Chester B. Vanatta(14) . . . 27,562 * *
Peter Kacer(15). . . . . . . 3,307 * *
All directors and executive
officers as a group (10
persons)(16) . . . . . . . . 2,741,140 83.2% 75.6%
</TABLE>
* Less than 1%
(1) Unless otherwise indicated, the address of each of the
beneficial owners identified is 2665 South Bayshore Drive,
Suite 800, Miami, Florida 33133.
(2) Unless otherwise indicated, each person has sole voting and
investment power with respect to all such shares. For
purposes of this table, a person is deemed to have "beneficial
ownership" of any shares as of a given date which the person
has the right to acquire within 60 days after such date. For
purposes of computing the outstanding shares held by each
person named above on a given date, any shares which such
person has the right to acquire within 60 days after such date
are deemed to be outstanding, but are not deemed to be
outstanding for the purpose of computing the percentage
ownership of any other person.
(3) Although each named person is deemed to be the beneficial
owner of securities that may be acquired within 60 days
through the exercise of exchange or conversion rights, and the
Class B Common Stock is immediately convertible into Class A
Common Stock on a one-for-one basis, the number of shares set
forth opposite each shareholder's name does not include shares
of Class A Common Stock issuable upon conversion of Class B
Common Stock.
(4) Triad Capital Fund is an Illinois limited partnership of which
Trivest of Florida, Ltd., a Florida limited partnership
("Trivest of Florida"), is general partner. The general
partner of Trivest of Florida is Trivest, Inc., a Delaware
corporation ("Trivest") that is owned by Dr. George and
Mr. Powell. Blue Sky Partners, a Florida general partnership
whose partners are Dr. George and Mr. Powell ("Blue Sky
Partners"), and Dr. George are limited partners of Triad
Capital Fund. In addition, Blue Sky Partners and Messrs.
Powell and George are limited partners of Trivest of Florida.
(5) Reflects the shares of Class A Common Stock issuable upon
conversion of the 20,000 shares of Series A Convertible
Preferred Stock, par value $1.00 per share, of the Company,
which is convertible on a 10.2537-for-one basis, held by
Southeast Banking Corporation ("Southeast"). Southeast's
address is c/o William A. Brandt, Jr., Trustee, 200 South
Biscayne Boulevard, Suite 2750, Miami, Florida 33131.
(6) Mr. Bova's address is 1870 The Exchange, Suite 200, Atlanta,
Georgia 30339.
(7) The number of shares of Class B Common Stock indicated
includes (i) 102,386 shares directly owned; and (ii) 55,125
shares issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Stock Option Plan.
Mr. Davis' address is 257 East Main Street, Barrington,
Illinois 60010.
(8) Mr. DiGregorio's address is 8090 S.W. 143 Street, Miami,
Florida 33158. The number of shares of Class A Common Stock
indicated includes (i) 1,000 shares directly owned; and (ii)
7,000 shares issuable upon exercise of presently exercisable
options granted pursuant to the Company's Amended and Restated
1990 Stock Option Plan.
(9) Does not include shares indicated as beneficially owned by
Triad Capital Fund or Trivest of Florida. See footnote 4
above.
(10) The number of shares of Class A Common Stock indicated
includes (i) 148,367 shares directly owned; (ii) 43,130 shares
held of record by Dr. George as custodian for his minor
children under the Florida Uniform Gifts to Minors Act, as to
which Dr. George disclaims beneficial ownership; (iii) 51,250
shares issuable upon exercise of presently exercisable options
granted pursuant to the Company's amended Stock Option Plan;
and (iv) 12,150 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's Amended
and Restated 1990 Stock Option Plan. The number of shares of
Class B Common Stock indicated includes (i) 553,194 shares
directly owned; and (ii) 55,125 shares issuable upon exercise
of presently exercisable options granted pursuant to the
Company's amended Stock Option Plan.
(11) Mr. Horner's address is 110 East 59th Street, New York, New
York 10022.
(12) The number of shares of Class A Common Stock indicated
includes (i) 1,102 shares directly owned; (ii) 10,250 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Disinterested Directors
Stock Option Plan; and (iii) 6,635 shares issuable upon
exercise of presently exercisable options granted pursuant to
the Company's Amended and Restated 1990 Stock Option Plan.
The number of shares of Class B Common Stock indicated
reflects 27,562 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1987
Disinterested Directors Stock Option Plan. Mr. Murphy's
address is 4019 Los Arabis Drive, Lafayette, California 94549.
(13) Does not include 110 shares of Class A Common Stock
beneficially owned by Mr. Powell's spouse and held by her in
an Individual Retirement Account, as to which Mr. Powell
disclaims beneficial ownership. The number of shares of Class
A Common Stock indicated includes (i) 60,863 shares directly
owned; (ii) 48,996 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's amended
Stock Option Plan; and (iii) 64,054 shares issuable upon
exercise of presently exercisable options granted pursuant to
the Company's Amended and Restated 1990 Stock Option Plan.
The number of shares of Class B Common Stock indicated
includes (i) 552,459 shares directly owned; and (ii) 165,375
shares issuable upon exercise of presently exercisable options
granted pursuant to the Company's amended Stock Option Plan.
(14) The number of shares of Class A Common Stock indicated
includes (i) 3,307 shares directly owned; (ii) 10,250 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Disinterested Directors
Stock Option Plan; and (iii) 6,635 shares issuable upon
exercise of presently exercisable options granted pursuant to
the Company's Amended and Restated 1990 Stock Option Plan.
The number of shares of Class B Common Stock indicated
reflects 27,562 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1987
Disinterested Directors Stock Option Plan. Mr. Vanatta's
address is 2251 N. Rampart Blvd. #356, Las Vegas, Nevada
89128.
(15) The number of shares of Class A Common Stock indicated
includes (i) 3,950 shares directly owned; (ii) 15,375 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's amended Stock Option Plan;
and (iii) 3,587 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1990
Amended and Restated Stock Option Plan. The number of shares
of Class B Common Stock indicated reflects 3,307 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's amended Stock Option Plan.
(16) Includes shares owned by Triad Capital Fund and Trivest of
Florida as described in footnote 4 above and shares
beneficially owned by directors and executive officers, as
described in footnotes 6, 8, 10, 11, 12, 13, 14 and 15 above.
The number of shares of Class A Common Stock also includes
3,000 shares beneficially owned by Paul Rudovsky, the
Company's Executive Vice President, Finance and Planning and
Chief Financial Officer. The number of shares of Class A
Common Stock also includes an aggregate of 36,053 shares
owned by Peter Klein, the Company's Vice President, General
Counsel and Secretary which consists of (i) 1,093 shares
directly owned, (ii) 30,750 shares issuable upon exercise of
presently exercisable options granted pursuant to the
Company's Amended Stock Option Plan, and (iii) 4,210 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's Amended and Restated 1990
Stock Option Plan. The number of shares of Class B Common
Stock includes 11,025 Class B shares issuable upon exercise of
presently exercisable options granted to Mr. Klein pursuant to
the Company's Amended Stock Option Plan.
ELECTION OF DIRECTORS
Nominees
The bylaws of the Company provide that the Board of Directors
shall consist of not fewer than two nor more than nine members. The
Board of Directors has fixed at six the number of directors that
will constitute the Board for the ensuing year. Each director
elected at the Annual Meeting will serve for a term expiring at the
1996 Annual Meeting of Shareholders, expected to be held in May
1996, or until his successor has been duly elected and qualified.
Two directors are to be elected at the Annual Meeting by the
holders of Class A Common Stock, voting separately as a class.
Messrs. Murphy and Vanatta have been nominated as the directors to
be elected by the holders of Class A Common Stock and proxies will
be voted for such persons absent contrary instructions. Messrs.
Powell, George, Bova and Horner have been nominated as the
directors to be elected by the holders of Class B Common Stock
voting separately as a class.
The Board of Directors has no reason to believe that any
nominee will refuse to act or be unable to accept election;
however, in the event that a nominee for a directorship to be
elected by the holders of Class A Common Stock is unable to accept
election or if any other unforeseen contingencies should arise, it
is intended that proxies will be voted for the remaining nominee
and for such other person as may be designated by the Board of
Directors, unless directed by a proxy to do otherwise.
Each of the nominees for election as a director of the Company
is a current member of the Board of Directors. Messrs. Powell and
George have served as directors of the Company since its
organization, Messrs. Vanatta and Murphy have served as directors
since 1987, Mr. Bova has served as a director since February 1995
and Mr. Horner has served as a director since March 1995.
MANAGEMENT
Directors and Executive Officers
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION(S) HELD WITH THE COMPANY
Earl W. Powell . . . . . 56 Chairman of the Board
Phillip T. George, M.D.. 55 Vice Chairman of the Board and
Chairman of the Executive
Committee of the Board of
Directors
Anthony F. Bova. . . . . 49 President, Chief Executive
Officer and Director
Paul Rudovsky. . . . . . 50 Executive Vice President -
Finance & Planning and Chief
Financial Officer
Peter Kacer. . . . . . . 37 Vice President and Controller
Peter W. Klein . . . . . 39 Vice President, Secretary and
General Counsel
Charles D. Murphy, III . 51 Director
Chester B. Vanatta . . . 59 Director
Larry D. Horner. . . . . 60 Director
</TABLE>
Mr. Powell, a cofounder of the Company, has served as Chairman
of the Board of the Company since its organization. Mr. Powell also
served as Chief Executive Officer of the Company from its
organization until February 1995 and served as President from
November 1993 to February 1995. Since October 1985, Mr. Powell has
served as Chairman of Biscayne Apparel, Inc., an American Stock
Exchange company whose principal subsidiaries are engaged in the
apparel industry ("Biscayne"). He served as Chief Executive Officer
of Biscayne at various times from October 1985 through March 1995.
Mr. Powell also serves as (i) President of Trivest, Inc., a private
investment firm formed by Messrs. Powell and George in 1981 that
specializes in management services and acquisitions, dispositions
and leveraged buyouts ("Trivest"), and (ii) Chairman of the Board
of Directors of WinsLoew Furniture, Inc., a NASDAQ NMS company
formed in December 1994 by the merger of Winston Furniture Company,
Inc. and Loewenstein Furniture Group, Inc., engaged in the
manufacture of contract seating, casual and ready-to-assemble
furniture ("WinsLoew"). From 1971 until 1985, Mr. Powell was a
partner with KPMG/Peat Marwick, Certified Public Accountants ("Peat
Marwick"), where his positions included serving as managing partner
of Peat Marwick's Miami office.
Dr. George, a cofounder of the Company, has served as the Vice
Chairman of the Board since the Company's organization and as
Chairman of the Executive Committee of the Board of Directors since
February 1990. Dr. George also serves as Vice Chairman of
Biscayne's Board of Directors, as a director of WinsLoew and as
Chairman of the Board of Trivest.
Mr. Bova joined the Company as President and Chief Executive
Officer in February 1995. From June 1991 to October 1994, Mr. Bova
served as the Senior Vice President and General Manager of
Packaging Corporation of America, a manufacturer and distributor of
consumer packaging products. From June 1988 to May 1991, Mr. Bova
served as Senior Vice President of Avery Dennison Corporation, a
producer and distributor of labels, identification systems and
office products.
Mr. Rudovsky joined the Company in March 1995. From October
1992 to August 1993, Mr. Rudovsky served as an independent
consultant to Infovest Corporation, a provider of information
services to the insurance industry. From October 1985 to March
1992, Mr. Rudovsky was the President and CEO of Rudd Manufacturing
Co., Inc., a clothing manufacturer.
Mr. Kacer, a Certified Public Accountant and attorney, joined
the Company in February 1987 and has served as Controller since
such time. He was appointed Assistant Vice President in February
1991 and Vice President in March 1993. Prior to joining the
Company, Mr. Kacer was a Manager with Peat Marwick.
Mr. Klein joined the Company in May 1986 and has served as
Vice President, General Counsel and Secretary since such time.
Mr. Klein has served as an executive officer and General Counsel of
Trivest since May 1986 and was appointed a Managing Director of
Trivest in January 1991. Mr. Klein has also served as Vice
President, General Counsel and Secretary of Biscayne since June
1986. Prior to joining the Company, Mr. Klein practiced law in
Chicago, Illinois and Cleveland, Ohio. Mr. Klein serves as a
director of WinsLoew.
Mr. Murphy, appointed a director of the Company in October
1987, is a financial consultant and an Adjunct Professor of finance
at the McLaren School of Business of the University of San
Francisco. From June 1981 until December 1989, he was an officer of
Sutro & Co. Incorporated, an investment banking and securities
brokerage firm, and served most recently as Executive Vice
President and Director of Corporate Finance for that company.
Mr. Vanatta, appointed a director of the Company in February
1987, is a business consultant. From 1985 until May 1990, he was
an Executive in Residence and the Paul J. Adam Distinguished
Lecturer for the School of Business at the University of Kansas.
Mr. Vanatta was formerly Vice Chairman of Arthur Young & Company
(now Ernst & Young), Certified Public Accountants. Mr. Vanatta is
a director of Arcadian Corporation, which is the general partner of
Arcadian Partners, L.P., a New York Stock Exchange company that
manufactures nitrogen based fertilizers and industrial chemicals.
Mr. Horner, appointed a director of the Company in March 1995,
has been the Chairman of the Board of Directors of Pacific USA
Holdings Corp, a merchant banking firm, since August 1994. From
April 1991 until August 1994, he served as a Managing Director of
Arnhold and S. Bleichroeder, Inc. From 1964 until April 1991,
Mr. Horner was a partner with Peat Marwick, where he served as
Chairman and Chief Executive Officer from 1984 until his
retirement. Mr. Horner is a director of American General
Corporation, Phillips Petroleum Company, and First Eagle Fund
International. He serves as an advisory director of Charterhouse
Group International Limited.
Meetings and Committees of the Board of Directors
The Board of Directors held five meetings during 1994 and also
took action by written consent. No incumbent director attended
fewer than 75 percent of the aggregate of (i) the number of such
meetings, and (ii) the number of meetings of committees of the
Board of Directors held during 1994.
The Board of Directors has established four standing
committees: (1) the Executive Committee, (2) the Audit Committee,
(3) the Nominating Committee, and (4) the Compensation Committee.
The Executive Committee has and may exercise all the powers
and authority of the Board of Directors in the management of the
business and affairs of the Company and administers the Company's
1987 Disinterested Directors Stock Option Plan. Mr. Powell, Dr.
George and H. Randall Litten were members of the Executive
Committee during 1994. Mr. Litten resigned as a director of the
Company in February 1995 and Mr. Bova was appointed a member of the
Executive Committee to fill the vacancy resulting from Mr. Litten's
resignation. The Executive Committee took certain actions by
unanimous written consent during 1994.
Mr. Murphy, Mr. Vanatta and Paul J. Weir were members of the
Audit Committee during 1994. The Audit Committee held two meetings
during 1994. Mr. Weir retired from the Board of Directors in March
1995 and Mr. Horner became a member of the committee, replacing Mr.
Weir. Mr. Vanatta is Chairman of the Audit Committee. The duties
and responsibilities of the Audit Committee include (a)
recommending to the full Board the appointment of the Company's
auditors and any termination of engagement, (b) reviewing the plan
and scope of audits, (c) reviewing the Company's significant
accounting policies and internal controls, (d) administration of
the Company's compliance programs, and (e) having general
responsibility for all related auditing matters.
Mr. Powell, Dr. George and Craig A. Brumfield were members of
the Nominating Committee during 1994. The Nominating Committee took
action by written consent during 1994. Mr. Brumfield resigned as
a director of the Company in March 1995 and Mr. Horner replaced him
as a member of the Nominating Committee. Mr. Powell is Chairman of
the Nominating Committee. The Nominating Committee considers and
recommends to the Board of Directors a slate of nominees for
election as directors of the Company at the annual meeting of the
Company's shareholders and, when vacancies occur, candidates for
election by the Board of Directors. In addition, the Nominating
Committee from time to time evaluates the size and composition of
the Board of Directors and makes recommendations to the Board of
Directors with respect thereto. Although the Nominating Committee
does not solicit suggestions for nominees, the committee will
consider nominees recommended by security holders if such
recommendations are accompanied by biographical data and sent to
the Company's Secretary.
Mr. Murphy, Mr. Vanatta and Mr. Weir were members of the
Compensation Committee during 1994. The Compensation Committee held
two meetings and took action by written consent during 1994. Upon
Mr. Weir's retirement in March 1995, Mr. Horner became a member of
the committee. Mr. Murphy is Chairman of the Compensation
Committee. The Compensation Committee is responsible for setting
and administering policies that govern annual compensation of the
Company's executive officers. The Compensation Committee has the
exclusive power and authority to make compensation decisions
affecting Mr. Powell, Dr. George, Mr. Bova and Trivest and makes
recommendations to the Board of Directors on compensation matters
affecting the Company's other executive officers. The Compensation
Committee also administers the Company's amended Stock Option Plan
and Amended and Restated 1990 Stock Option Plan.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company and its
subsidiaries for the fiscal years ended December 31, 1992, 1993 and
1994 to or on behalf of the Company's Chief Executive Officer and
the other persons who served as executive officers of the Company
on December 31, 1994 and whose total annual salary and bonus was
$100,000 or more (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C>
Annual Compensation
Name and Principal Position Year Salary($) Bonus($)
Earl W. Powell
Chief Executive Officer(2) 1994 $418,000 $ -
1993 407,452 175,000(3)
1992 435,962 -
Phillip T. George, M.D.
Chairman of the Executive
Committee 1994 127,000 -
1993 122,236 50,000(3)
1992 130,879 -
Michael A. DiGregorio 1994 165,000 74,250
Former Vice President & 1993 89,231 25,000
Chief Financial Officer(4) 1992 - -
Peter Kacer 1994 101,500 30,450
Vice President and Controller 1993 98,300 26,700
1992 94,500 34,450
(continued)
<S> <C>
Name and Principal Long-Term Compensation
Position Awards Payouts All Other
LTIP Compensa-
Options(#) Payouts($) tion(1)
Earl W. Powell
Chief Executive
Officer(2) 25,000 Shares - $15,000
27,625 Shares - 8,302
25,000 Shares - -
Phillip T. George, M.D.
Chairman of the
Executive Committee 12,500 Shares - 15,000
7,625 Shares - 3,302
11,000 Shares - -
Michael A. DiGregorio
Former Vice President & 10,000 Shares - 7,500
Chief Financial 25,000 Shares - -
Officer(4) - - -
Peter Kacer
Vice President and
Controller 2,500 Shares - 10,150
3,518 Shares - 9,830
2,800 Shares - -
</TABLE>
(1) Represents contributions by the Company on behalf of the
executive to the TANA Money Purchase Pension Plan and Trust,
a retirement plan that covers certain employees of the Company
and employees of certain other companies affiliated with
Trivest.
(2) Mr. Powell resigned as President and Chief Executive Officer
of the Company in February 1995, but continues to serve as
Chairman of the Board.
(3) Represents a discretionary bonus paid by the Company to the
executive for negotiating favorable settlements in 1992 and
1993 of litigation with Mobil Oil Corporation, Ameriwood
Industries International Corporation and Charter-Crellin, Inc.
(4) Mr. DiGregorio resigned as a director of the Company in
February 1995 and as an officer of the Company in March 1995.
STOCK OPTION GRANTS
The following table sets forth information concerning the
grant of stock options to the Named Executive Officers in 1994 (all
options were granted under the Company's Amended and Restated 1990
Stock Option Plan). The Company did not grant any stock
appreciation rights in 1994.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
<S> <C> <C>
Individual Grants
% of Total
Options
Granted to Exercise
Options Employees in or Base
Granted Fiscal Year Price
Name (#)(#2) (3) ($/Sh)(4)
Earl W. Powell 25,000
Shares 24% $6.375
Phillip T. George,
M.D. 12,500
Shares 12% 6.375
Michael A.
DiGregorio 10,000
Shares 9% 6.375
Peter Kacer 2,500
Shares 2% 6.375
(continued)
<S> <C> <C>
Potential
Realizable
Value at
Assumed
Annual Rates
of Stock
Price
Appreciation
for Option
Term(1)
Expira-
tion 5% 10%
Name Date ($) ($)
Earl W. Powell 2/9/04 $100,230 $254,003
Phillip T. George,
M.D. 2/9/04 50,115 127,001
Michael A.
DiGregorio 2/9/04(5) 40,092 101,601
Peter Kacer 2/9/04 10,023 25,400
</TABLE>
(1) Based on assumed annual rates of stock price appreciation from
the closing price of the Company's Class A Common Stock on the
date of grant. These amounts represent 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 Class A Common Stock and overall
stock market conditions.
(2) The options become exercisable for 20% of the shares on the
first anniversary of the date of grant and for the balance in
equal annual installments over the four-year period
thereafter, so long as employment with the Company or one of
its subsidiaries continues. To the extent not already
exercisable, the options generally become fully exercisable
upon liquidation or dissolution of the Company, a sale or
other disposition of all or substantially all of the Company's
assets, or a merger or consolidation pursuant to which either
(i) the Company does not survive, or (ii) ownership of more
than 49% of the voting power of the Company's voting stock is
transferred. In addition, the Compensation Committee of the
Board of Directors may, in its discretion, accelerate the date
on which any option may be exercised, and may accelerate the
vesting of any shares subject to any option.
(3) Options for a total of 125,500 shares of the Class A Common
Stock were granted in 1994. Of such amount, options for 20,000
shares were granted to non-employee directors.The percentage
shown in this column represents the percentage arrived at by
dividing the number of options granted to the Named Executive
Officer divided by the total number of options (105,500)
granted to employees.
(4) The exercise price may be paid in cash or in shares of Common
Stock valued at fair market value on the date of exercise, or
by the optionee's promissory note. The Compensation Committee
may also assist an optionee in paying the exercise price of an
option, as well as any tax liability of the optionee
attributable to such exercise, by (i) authorizing a loan from
the Company to the optionee, or (ii) guaranteeing a loan from
a third party to the optionee.
(5) At the time of Mr. DiGregorio's resignation as an employee of
the Company in March 1995, the vested portion of such option
grant consisted of options to purchase 2,000 shares of Class
A Common Stock. Pursuant to the provisions of the Company's
Amended and Restated 1990 Stock Option Plan, such options must
be exercised by no later than June 3, 1995.
Stock Option Exercises and Fiscal Year-End Holdings
No Named Executive Officer exercised stock options during the
fiscal year ended December 31, 1994. The following table sets forth
information, with respect to the Named Executive Officers,
concerning unexercised options held by them as of the end of such
fiscal year:
OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
<S> <C>
Aggregated Option Exercises in Last Fiscal Year, and
Fiscal Year-End Option Value
Value of Unexercised
In-the-Money Options
Number of Unexercised Options at December 31,
at December 31, 1994(#) 1994($)(1)
Exercis- Unexercis- Exercis- Unexercis-
Name able(2) able able(2) able
Earl W.
Powell . . 254,900 70,100 $576,460 $ 76,162
Phillip T.
George . . 107,300 30,200 239,468 36,038
Michael A.
DiGregorio 5,000 30,000 1,875 7,500
Peter Kacer 19,006 8,494 39,952 10,243
</TABLE>
(1) The closing sales price for the Company's Common Stock as
reported by the American Stock Exchange on December 31, 1994
was $6. Value is calculated by multiplying (a) the positive
difference, if any, between $6 and the option exercise price
by (b) the number of shares of Common Stock underlying the
option.
(2) In the case of Messrs. Powell, George and Kacer, includes
options to purchase shares of Class B Common Stock, which are
immediately convertible into Class A Common Stock on a
one-for-one basis. Value of Unexercised In-the-Money Options
at December 31, 1994 assumes conversion of shares of Class B
Common Stock subject to such options into shares of Class A
Common Stock.
Employment Contracts and Termination of Employment Arrangements
Effective January 1, 1990, the Company entered into an
amended and restated employment agreement with Mr. Powell, expiring
December 31, 1997, pursuant to which Mr. Powell was employed as the
Company's Chief Executive Officer. By mutual agreement of the
Company (acting through the Compensation Committee of the Board of
Directors) and Mr. Powell, the employment agreement was modified
effective as of February 1, 1995, to provide that Mr. Powell shall
render services as the Company's Chairman of the Board. Mr.
Powell's employment agreement previously provided for an annual
base salary of $500,000, adjusted annually for cost of living
increases. However, Mr. Powell's employment agreement was amended
effective as of April 1, 1992 to reduce his annual salary to
$400,246, adjusted annually for cost of living increases since such
date ($418,000 in 1994). The employment agreement generally
provides that Mr. Powell will continue to receive his salary for
the remaining term of the agreement if his employment is terminated
for any reason other than for cause (as defined), including
disability and a termination of the Company's management agreement
with Trivest. See "Certain Transactions-Management Agreement."
Effective January 1, 1990, the Company entered into an
employment agreement with Dr. George. Pursuant to the agreement,
Dr. George is to be employed through December 31, 1997 as the
Chairman of the Executive Committee of the Company's Board of
Directors. This employment agreement previously provided for an
annual base salary of $150,000, adjusted annually for cost of
living increases. However, Dr. George's employment agreement was
amended effective as of April 1, 1992 to reduce his annual salary
to $120,074, adjusted annually for cost of living increases since
such date ($127,000 in 1994). The employment agreement generally
provides that Dr. George will continue to receive his salary for
the remaining term of the agreement if his employment is terminated
for any reason other than for cause (as defined), including
disability and a termination of the Company's management agreement
with Trivest.
Anthony F. Bova was named President and Chief Executive
Officer of the Company in February 1995 and Paul Rudovsky was named
Executive Vice President - Finance and Planning, and Chief
Financial Officer of the Company in March 1995. The Company has
entered into five-year employment agreements with Messrs. Bova and
Rudovsky, the terms of which include (in addition to provisions for
base salaries and certain customary benefits) annual performance-
based cash bonuses tied to incremental increases in the Company's
earning's per share (as adjusted pursuant to the agreements).
Each of the Named Executive Officers holds options to
purchase Common Stock granted under the Company's amended Stock
Option Plan and the Company's Amended and Restated 1990 Stock
Option Plan. To the extent not already exercisable, such options
generally become exercisable upon liquidation or dissolution of the
Company, a sale or other disposition of all or substantially all of
the Company's assets, or a merger or consolidation pursuant to
which either (i) the Company does not survive, or (ii) ownership of
more than 49% of the voting power of the Company's voting stock is
transferred. In addition, the Compensation Committee of the Board
of Directors has the discretion to grant "limited stock
appreciation rights" with respect to such options granted under the
amended Stock Option Plan, pursuant to which, in the event of any
tender offer or exchange offer by a third party for more than 20%
of the Company's outstanding Common Stock, the options will
automatically be cancelled in return for cash payment to the
optionee in an amount equal to the difference between the highest
price paid per share by the acquirer in such transaction and the
exercise price.
Compensation Committee Report On Executive Compensation
Under rules established by the Securities and Exchange
Commission, the Company is required to provide a report explaining
the rationale and considerations that led to fundamental
compensation decisions affecting the Company's executive officers
(including the Named Executive Officers) during the past fiscal
year. The report of the Company's Compensation Committee is set
forth below.
Mr. Powell, the Company's Chairman of the Board (and, in
1994, its President and Chief Executive Officer), and Dr. George,
the Company's Vice Chairman of the Board and Chairman of the
Executive Committee of the Board of Directors, receive compensation
pursuant to employment agreements. See "Employment Contracts and
Termination of Employment Arrangements." The employment agreements
and the amendments thereto were approved by the Compensation
Committee. The Compensation Committee may also grant discretionary
bonuses to Mr. Powell and Dr. George and may recommend that
discretionary bonuses be granted to the Company's other executive
officers. Neither Mr. Powell nor Dr. George received a
discretionary bonus in 1994. The compensation of Messrs. Powell and
George is not directly based on the Company's performance; however,
they both own a substantial number of shares of the Company's
outstanding Common Stock (see "Security Ownership"), representing
a significant portion of their net worth. The Compensation
Committee believes that this long-term stock ownership position has
provided (and should continue to provide) an incentive to
Mr. Powell and Dr. George to maximize the value of the Company's
stock and, therefore, has created a strong linkage between the
interests of Messrs. Powell and George and the interests of the
Company's shareholders.
The Compensation Committee's general philosophy with respect
to the compensation of the Company's other executive officers has
been to recommend competitive compensation programs designed to
attract and retain key executives critical to the long-term success
of the Company and to recognize an individual's contribution and
personal performance. In 1994, such compensation programs included
(i) a base salary, (ii) an annual bonus, and (iii) a performance-
based bonus (tied to yearly increases in the Company's consolidated
operating income).
Anthony F. Bova was named President and Chief Executive
Officer of the Company in February 1995 and Paul Rudovsky was named
Executive Vice President - Finance and Planning, and Chief
Financial Officer of the Company in March 1995. The Company has
entered into five-year employment agreements with Messrs. Bova and
Rudovsky, the terms of which include (in addition to provisions for
base salaries and certain customary benefits) annual performance-
based cash bonuses tied to incremental increases in the Company's
earnings per share (as adjusted pursuant to the agreements). In
addition, upon execution of their employment agreements, the
Compensation Committee approved grants of stock options to Messrs.
Bova and Rudovsky under the Company's stock option plans. The per
share exercise price for approximately 43% of the aggregate number
of option shares granted to Messrs. Bova and Rudovsky,
respectively, was set at the fair market value of the Company's
Class A Common Stock on the date of grant, the per share exercise
price for one-half of the remaining option shares was set at $3
above such fair market value and the per share exercise price for
the remaining option shares was set at $6 above such fair market
value.
The Company maintains stock option plans which are designed
to attract and retain executive officers and other employees of the
Company and its subsidiaries and to reward them for delivering
long-term value to the Company. In 1994, Mr. Powell and other key
employees of the Company and its subsidiaries, including the other
Named Executive Officers, were granted stock options under the
Company's Amended and Restated 1990 Stock Option Plan. The
Compensation Committee believes that the number of shares covered
by such grants reflects competitive practices for companies with
similar market capitalizations as the Company.
Trivest provides management services to the Company and its
subsidiaries and receives compensation from the Company pursuant to
the terms of a management agreement. Mr. Powell serves as the
President and Chief Executive Officer of Trivest and Dr. George
serves as the Chairman of the Board of Directors of Trivest. See
"Certain Transactions-Management Agreement."
Charles D. Murphy, III
Chester B. Vanatta
Larry D. Horner
Performance Graph
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on the
Company's Class A Common Stock against the cumulative total return
of the Russell 2000 Index and a group consisting of the Company and
six other publicly traded plastics companies selected by the
Company (collectively, the "Peer Group") for the last five fiscal
years. A list of the companies included in the Peer Group follows
the graph below.
COMPARISON OF FIVE YEAR TOTAL
RETURN AMONG ATLANTIS PLASTICS, INC.
THE RUSSELL 2000 INDEX AND A PEER GROUP(1)
<TABLE>
<CAPTION>
<S> <C>
Cumulative Total Return
12/89 12/90 12/91 12/92 12/93 12/94
Atlantis
Plastics, Inc. 100 44 33 171 201 214
PEER GROUP(2) 100 86 124 151 154 168
RUSSELL 2000 100 80 117 139 166 163
</TABLE>
(1) $100 invested on 12/31/89 in stock or index including
reinvestment of dividends.
(2) The Peer Group consists of AEP Industries, Inc., Atlantis
Plastics, Inc., Bemis Co., Blessings Corp., Portage
Industries Corp., Ropak Corp. and Spartech Corp.
Director Compensation
The Company pays each director other than Messrs. Powell and
George an annual retainer of $14,000, payable quarterly, and a $750
fee for each meeting of the Board attended. In addition, members
of the Audit Committee and the Compensation Committee receive a fee
for attendance at each committee meeting. If the meeting is held on
the same day as a meeting of the Board of Directors, the fee is
$300; if not, the fee is $600. The Company reimburses all
directors for their expenses in connection with their activities as
directors of the Company.
Each of the Company's non-employee directors participates in
the Company's 1987 Disinterested Directors Stock Option Plan and
the Company's Amended and Restated 1990 Stock Option Plan. Each
such director received an option for 5,000 shares of the Company's
Class A Common Stock on February 9, 1994 under the Amended and
Restated 1990 Stock Option Plan. Such options (which were granted
at an exercise price equal to the fair market value of the
Company's Class A Common Stock on the date of grant) become
exercisable for 20% of the shares on the first anniversary of the
date of grant and for the balance in equal annual installments over
the four-year period thereafter, so long as such person continues
to serve as a director of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive
officers, and persons who own more than 10 percent of the Company's
Class A Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Class A Common Stock. Officers, directors
and greater than 10 percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and representations
that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with during the fiscal
year ending December 31, 1994.
Certain Relationships and Related Transactions
Management Agreement. Trivest has rendered consulting,
financial and management services to the Company, including advice
and assistance with respect to acquisitions, divestitures and
refinancings, since the Company's organization. Pursuant to its
Management Agreement with the Company expiring December 31, 1997
(the "Management Agreement"), Trivest has agreed to provide its
corporate finance, strategic planning and other management
expertise to the Company and its subsidiaries and, in connection
therewith, to identify suitable acquisition and investment
opportunities in the plastics industry. Trivest has also agreed
that neither it nor any of its affiliates (other than the Company)
will invest in, acquire, manage or otherwise provide services with
respect to any entity principally engaged in the plastics industry
(or any other industry designated by the Company's Board of
Directors so long as Trivest has no management, acquisition or
other commitment or interest with respect to such designated
industry), unless specifically approved by the Company's Board,
including a majority of independent directors.
The Management Agreement previously provided for annual base
compensation of $400,000, adjusted annually to reflect cost of
living increases. The Management Agreement was subsequently
amended, effective April 1992, to reduce Trivest's annual base
compensation to $320,197, adjusted annually to reflect cost of
living increases ($335,412 in 1994). Pursuant to the Management
Agreement, for each additional business operation acquired by the
Company or its subsidiaries, Trivest's annual base compensation
will generally be increased by the greater of (i) $100,000, or (ii)
the sum of 5% of the additional business's projected annual
earnings before income taxes and interest expense ("EBIT") for the
fiscal year in which it is acquired up to $2,000,000 of EBIT, plus
3.5% of EBIT in excess of $2,000,000. In 1994, the annual base
management fee was increased by the sum of $127,230 as a result of
the Company's acquisition of Advanced Plastics, Inc. Accordingly,
Trivest received a total of $413,165 in base management fees under
the Management Agreement in 1994.
In addition, pursuant to the Management Agreement, for each
acquisition or disposition of any business operation of the Company
or its subsidiaries introduced or negotiated by Trivest, Trivest
will generally receive a fee of up to 3% of the purchase price.
However, if the Company engages another financial adviser to
provide services in connection with such an acquisition or
disposition, Trivest's fee may be reduced to an amount (determined
in good faith by the Company's Board of Directors) that reflects
Trivest's relative contribution. In 1994, the Company paid Trivest
a transaction fee of $405,000 in connection with the acquisition of
Advanced Plastics, Inc. and a transaction fee of $65,000 in
connection with the acquisition of Dallas Packaging by the
Company's CKS/Rigal joint venture.
The Company believes that the terms of the Management
Agreement and the amendments thereto were on terms no less
favorable to the Company than those available from unaffiliated
third parties.
Trivest Legal Department. Trivest maintains an internal legal
department, headed by Mr. Klein. The Trivest legal department
accounts for its time on an hourly basis and bills Trivest and its
affiliates, including the Company, for services rendered at
prevailing rates. In 1994, the Company paid Trivest $78,400 for
services rendered by the Trivest legal department. The Company
believes that the fees charged by the Trivest legal department in
1994 were no less favorable to the Company than fees charged by
unaffiliated third parties for similar services.
Insurance Services. Since 1986, DGP Insurance Agency, Inc.
("DGP"), a risk manager and insurance consultant, has provided
insurance services to the Company, including analysis of available
insurance coverages and the negotiation of premiums. Messrs. George
and Powell own all of the capital stock of DGP, which is managed by
an established unrelated insurance broker. DGP provides services
exclusively to affiliates of Messrs. George and Powell, including
the Company. For such services, DGP receives 50 percent of the
commissions received by the unrelated insurance broker in
connection with policies written. DGP received approximately
$47,050 in commissions from the Company's insurance premiums in
1994. Management believes that the insurance coverage obtained
through DGP was on terms no less favorable to the Company than that
available from unaffiliated third parties.
Shared Office Expenses. Since April 1985, the Company has
shared office space with other Miami-based entities affiliated with
Trivest. The cost of such office space, together with certain other
general and administrative expenses, are allocated among the
Company and these companies. The Company's share of such
allocations is generally based on an internal analysis of the
relative amount of time devoted to the affairs of the Company and
other Trivest affiliates by various individuals with office space
and overhead charges attributable to such persons being allocated
on a proportionate basis. The allocations are reviewed by and
subject to the approval of the Audit Committee of the Company's
Board of Directors. During 1994, the Company paid an aggregate of
approximately $180,213 of shared office space expenses. Management
believes that such charges to the Company for office space and
other general and administrative services were no less favorable to
the Company than that available from unaffiliated third parties.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant for the year
ended December 31, 1994 was and for 1995 will be the firm of
Coopers & Lybrand L.L.P. It is expected that one or more
representatives of such firm will attend the Annual Meeting and be
available to respond to any questions. These representatives will
be given an opportunity to make statements at the Annual Meeting if
they so desire.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly
come before the Annual Meeting, the persons named in the
accompanying proxy will vote proxies as in their discretion they
may deem appropriate, unless they are directed by a proxy to do
otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and
Exchange Commission, a shareholder intending to present a proposal
to be presented at the 1996 Annual Meeting of Shareholders must
deliver a proposal in writing to the Company's principal executive
offices on or before December 23, 1995.
By Order Of The Board Of Directors
Peter W. Klein
Secretary
Miami, Florida
April 21, 1995
FORM OF PROXY
ATLANTIS PLASTICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
Class A Common Stock
The undersigned, a holder of Class A Common Stock, par value
$.10 per share ("Class A Common Stock"), of ATLANTIS PLASTICS,
INC., a Florida corporation (the "Company"), hereby appoints Earl
W. Powell and Phillip T. George, M.D., and each of them, as proxies
for the undersigned, each with full power of substitution, and
hereby authorizes them to represent and to vote, as designated
below, all of the shares of Class A Common Stock held of record by
the undersigned at the close of business on March 27, 1995 at the
Annual Meeting of Shareholders of the Company to be held at the
Grand Bay Hotel, 2669 South Bayshore Drive, Miami, Florida, on
May 19, 1995 at 9:00 a.m., local time, and at any adjournments
thereof.
The Board of Directors unanimously recommends a vote FOR the
election of directors.
1. Election of Charles D. Murphy, III and Chester B. Vanatta, as
Directors by holders of the Company's Class A Common Stock.
[ ] VOTE FOR all nominees listed above, except vote withheld from
the following nominees (if any).
[ ] VOTE WITHHELD from all nominees.
2. Upon such other matters as may properly come before such
Annual Meeting or any adjournments thereof. In their
discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting
and any adjournments 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 OF THE PROPOSALS.
(See reverse side)
(Continued from other side)
The undersigned hereby acknowledges receipt of (1) the Notice
of Annual Meeting for the 1995 Annual Meeting and (2) the Proxy
Statement.
Dated: , 1995
(Signature)
(Signature if held jointly)
IMPORTANT: Please sign exactly as
your name appears hereon and mail it
promptly even though you now plan to
attend the meeting. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. When shares are
held by joint tenants, both should
sign. 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.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE
ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED
STATES.
