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 JUNE 11, 1996
To the shareholders of
Atlantis Plastics, Inc.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders of Atlantis Plastics, Inc., a Florida corporation (the
"Company"), will be held at 9:00 a.m., local time, on Tuesday, June
11, 1996, at the Grand Bay Hotel, 2669 South Bayshore Drive, Miami,
Florida, for the following purposes:
(1) To elect eight 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
April 19, 1996 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 25, 1996
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 1996 Annual Meeting of
Shareholders of the Company, to be held on the 11th day of June,
1996, 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 25, 1996. The complete
mailing address, including zip code, of the principal executive
offices of the Company is 1870 The Exchange, Atlanta, Georgia
30339.
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 eight 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 April
19, 1996 (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 4,238,823
shares of Class A Common Stock and 2,899,977 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 six 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 six 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 March 29,
1996 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:
[CAPTION]
<TABLE>
<S> <C> <C>
Class A Common Stock
Beneficially Owned(2)(3)
Name and Address of
Beneficial Owner(1) Shares Percent
Michael W. Cook Asset Management,
Inc.(4) 445,400 10.5%
Triad Capital Fund(5) 221,353 5.2%
Trivest of Florida, Ltd.(5) 1,279 *
J. Bradley Davis(6) 243,360 5.7%
Cesar L. Alvarez(7) 2,000 *
Anthony F. Bova(8) 105,000 2.4%
Phillip T. George, M.D.(9)(10) 339,122 7.9%
Larry D. Horner(11) 2,000 *
Charles D. Murphy, III(12) 21,424 *
Earl W. Powell(9)(13) 261,538 6.0%
Paul Rudovsky(14) 53,000 1.3%
Chester B. Vanatta(15) 26,129 *
W. John Buchan(16) 8,500 *
John A. Geary(17) 1,560 *
All directors and executive
officers as a group
(10 persons)(18) 1,042,905 22.8%
(continued)
<S> <C> <C>
Class B Common Stock
Beneficially Owned(2)
Name and Address of
Beneficial Owner(1) Shares Percent
Michael W. Cook Asset Management,
Inc.(4) -- --
Triad Capital Fund(5) 1,333,032 46.0%
Trivest of Florida, Ltd.(5) 12,499 *
J. Bradley Davis(6) 55,125 1.9%
Cesar L. Alvarez(7) -- --
Anthony F. Bova(8) -- --
Phillip T. George, M.D.(9)(10) 608,319 21.0%
Larry D. Horner(11) -- --
Charles D. Murphy, III(12) 27,562 *
Earl W. Powell(9)(13) 717,834 23.4%
Paul Rudovsky(14) -- --
Chester B. Vanatta(15) 27,562 *
W. John Buchan(16) -- --
John A. Geary(17) -- --
All directors and executive
officers as a group
(10 persons)(18) 2,726,808 85.9%
(continued)
<S> <C>
Name and Address of Combined Voting Power
Beneficial Owner(1) of Voting Stock
Michael W. Cook Asset Management,
Inc.(4) 1.3%
Triad Capital Fund(5) 40.8%
Trivest of Florida, Ltd.(5) *
J. Bradley Davis(6) 2.4%
Cesar L. Alvarez(7) *
Anthony F. Bova(8) *
Phillip T. George, M.D.(9)(10) 18.96%
Larry D. Horner(11) *
Charles D. Murphy, III(12) *
Earl W. Powell(9)(13) 21.2%
Paul Rudovsky(14) *
Chester B. Vanatta(15) *
W. John Buchan(16) *
John A. Geary(17) *
All directors and executive
officers as a group
(10 persons)(18) 77.9%
</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) The number of shares of Class A Common Stock indicated
includes 445,400 shares directly owned. The address for
Michael Cook Asset Management, Inc. is 1613 Winchester Road,
Suite 210, Memphis, Tennessee 38116.
(5) 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.
(6) The number of shares of Class A Common Stock indicated
includes 243,360 shares directly owned. 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.
(7) The number of shares of Class A Common Stock indicated
includes 2,000 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1987
Stock Option Plan. Mr. Alvarez' address is 1221 Brickell
Avenue, Miami, Florida 33131.
(8) The number of shares of Class A Common Stock indicated
includes (i) 35,000 shares directly owned; and (ii) 70,000
shares issuable upon exercise of presently exercisable options
granted pursuant to the Company's Amended and Restated 1990
Stock Option Plan. Mr. Bova's address is 1870 The Exchange,
Suite 200, Atlanta, Georgia 30339.
(9) Does not include shares indicated as beneficially owned by
Triad Capital Fund or Trivest of Florida. See footnote 5
above.
(10) The number of shares of Class A Common Stock indicated
includes (i) 216,367 shares directly owned; (ii) 53,130 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 1987 Stock Option Plan; and
(iv) 18,375 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 1987 Stock Option Plan.
(11) The number of shares of Class A Common Stock indicated
includes 2,000 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's Amended
and Restated 1990 Stock Option Plan. Mr. Horner's address is
100 Park Avenue, 28th Floor, New York, New York 10017.
(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) 10,072 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) 132,963 shares directly
owned; (ii) 48,996 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1987
Stock Option Plan; and (iii) 79,579 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 1987 Stock Option Plan.
(14) The number of shares of Class A Common Stock indicated
includes (i) 38,000 shares directly owned; and (ii) 15,000
shares issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Stock Option Plan. Mr.
Rudovsky's address is 1870 The Exchange, Atlanta, Georgia
30339.
(15) The number of shares of Class A Common Stock indicated
includes (i) 5,807 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) 10,072 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.
(16) The number of shares of Class A Common Stock indicated
includes (i) 3,000 shares issuable upon exercise of presently
exercisable options granted pursuant to the Company's 1987
Stock Option Plan; and (ii) 5,500 shares issuable upon
exercise of presently exercisable options granted pursuant to
the Company's Amended and Restated 1990 Stock Option Plan.
Mr. Buchan's address is 5706 East 76th Street, Tulsa, Oklahoma
74136.
(17) The number of shares of Class A Common Stock indicated
includes (i) 60 shares directly owned; and (ii) 1,500 shares
issuable upon exercise of presently exercisable options
granted pursuant to the Company's 1987 Stock Option Plan. Mr.
Geary's address is 57850 Tailwind Court, Elkhart, Indiana
46517.
(18) Includes shares owned by Triad Capital Fund and Trivest of
Florida as described in footnote 5 above and shares
beneficially owned by directors and executive officers, as
described in footnotes 7, 8, 10, 11, 12, 13, 14, 15, 16 and 17
above.
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 eight 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
1997 Annual Meeting of Shareholders, expected to be held in June
1997, 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, Rudovsky, Horner and Alvarez have been
nominated as the directors to be elected by the holders of Class B
Common Stock voting separately as a class. Each of the nominees
for election as a director of the Company is a current member of
the Board of Directors.
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.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
[CAPTION]
<TABLE>
<S> <C> <C>
NAME AGE POSITION(S) HELD WITH THE COMPANY
Earl W. Powell 57 Chairman of the Board
Phillip T. George, M.D 56 Vice Chairman of the Board and
Chairman of the Executive
Committee of the Board of
Directors
Anthony F. Bova 50 President, Chief Executive Officer
and Director
Paul Rudovsky 51 Executive Vice President - Finance
& Administration, Chief Financial
Officer and Director
W. John Buchan 48 Vice President and General
Manager, Stretch Film Division
John A. Geary 49 Vice President and General
Manager, Profile Extrusion and
Injection Molding Divisions
Charles D. Murphy, III 52 Director
Chester B. Vanatta 60 Director
Larry D. Horner 61 Director
Cesar L. Alvarez 48 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 and Chief Executive Officer
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"),
(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") and (iii) Chairman of the
Board of Directors of ElectroStar, Inc., a NASDAQ NMS Company
engaged in the manufacture of printed circuit boards
("ElectroStar"). 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
ElectroStar and as Chairman of the Board of Trivest.
MR. BOVA joined the Company as President, Chief Executive
Officer and a director 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 and was
appointed a director in November 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. BUCHAN has served as the Vice President and General
Manager of the Company's Stretch Film Division since March 1995.
Mr. Buchan joined the Company in September 1988 and most recently
served as the Business Manager for the Company's Stretch Film
Division, with responsibility for its sales and marketing programs.
From June 1980 to August 1988, Mr. Buchan served as the President
of Sunbelt Freight, Inc., a motor freight company.
MR. GEARY has served as the Vice President and General Manager
of the Company's Profile Extrusion Division since March 1995 and
was given responsibility for the Injection Molding Division in
November 1995. Mr. Geary joined the Company in October 1994 as the
President of the Company's Profile Extrusion Division. From
October 1989 to July 1994, Mr. Geary served as the Vice President
and General Manager of the plastics division of Aeroquip
Corporation.
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 also
serves as 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 also serves as 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.
MR. ALVAREZ, appointed a director of the Company in May 1995,
has been a principal shareholder in the law firm of Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and served as the
chairman of its corporate, securities and banking department for
over five years. Mr. Alvarez also serves as a director of FDP
Corp., a provider of software for insurance companies, CompuTrac,
Inc., a provider of software for law firms, Texpack, N.V., a
paperboard product manufacturer, and Cosmo Communications
Corporation, which is engaged in the consumer electronics business.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 1995 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 1995.
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. The Executive
Committee currently consists of Dr. George (Chairman), Mr. Powell
and Mr. Bova. The Executive Committee took certain actions by
unanimous written consent during 1995.
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. The Audit
Committee currently consists of Messrs. Vanatta (Chairman), Murphy
and Horner. The Audit Committee held three meetings during 1995.
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. The Nominating Committee currently consists of Mr.
Powell (Chairman), Dr. George and Mr. Horner. The Nominating
Committee took action by written consent during 1995.
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 1987 Stock Option Plan and
Amended and Restated 1990 Stock Option Plan. The Compensation
Committee currently consists of Messrs. Alvarez (Chairman) and
Horner. The Compensation Committee held two meetings and took
action by written consent during 1995.
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, 1993, 1994 and
1995 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, 1995 and whose total annual salary and bonus was
$100,000 or more (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
Annual Compensation
Other
Name and Annual
Principal Salary Bonus Compen-
Position Year ($) ($) sation
Earl W. Powell 1995 $436,331 $ - -
Chairman of the 1994 418,000 - -
Board(1) 1993 407,452 175,000(2) -
Phillip T. George, 1995 $127,083 $ - -
M.D.
Chairman of the 1994 127,000 - -
Executive
Committee 1993 122,236 50,000(2) -
Anthony F. Bova 1995 $263,850 $ - $126,664(4)
President & Chief
Executive Officer
Paul Rudovsky 1995 $145,865 $ - $92,716(5)
Executive Vice
President and
Chief Financial
Officer
W. John Buchan 1995 $101,631 $ - -
Vice President
John A. Geary 1995 $104,520 $22,162 -
Vice President
(continued)
<S> <C> <C> <C>
Long-Term Compensation
Awards Payouts
LTIP All Other
Payouts Compen-
Options(#) ($) sation
Earl W. Powell - - $ 7,200(3)
Chairman of the 25,000 Shares - 15,000(3)
Board(1) 27,625 Shares - 8,302(3)
Phillip T. George, - - $ 2,700(3)
M.D.
Chairman of the 12,500 Shares - 15,000(3)
Executive 7,625 Shares - 3,302(3)
Committee
Anthony F. Bova 350,000 Shares - $ -
President &
Chief Executive
Officer
Paul Rudovsky 75,000 Shares - $ -
Executive Vice
President and
Chief Financial
Officer
W. John Buchan 15,000 Shares - $ 3,049(6)
Vice President
John A. Geary 7,500 Shares - $11,427(7)
Vice President
</TABLE>
_________________________
(1) Mr. Powell resigned as President and Chief Executive Officer
of the Company in February 1995, but continues to serve as
Chairman of the Board.
(2) 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.
(3) Represents Company reimbursements for amounts contributed by
Trivest on behalf of the executive to the TANA Money Purchase
Pension Plan and Trust, a retirement plan that covers certain
employees of Trivest.
(4) Includes (i) $53,428 for relocation and temporary living
expenses incurred in connection with the commencement of Mr.
Bova's employment with the Company, (ii) $37,266 to reimburse
Mr. Bova for taxes due in connection with certain of the
payments described in the preceding clause (i), (iii) $35,000
for the purchase of a car, and (iv) $970 for other
perquisites.
(5) Includes (i) $41,160 for relocation and temporary living
expenses incurred in connection with the commencement of Mr.
Rudovsky's employment with the Company, (ii) $21,138 to
reimburse Mr. Rudovsky for taxes due in connection with
certain of the payments described in the preceding clause (i),
(iii) $28,800 for country club initiation fees, and
(iv) $1,618 for other perquisites.
(6) Reflects a matching contribution to the Company's 401(k) Plan.
(7) Reflects contributions by Pierce Plastics, Inc. (a subsidiary
of the Company) to its profit sharing plan.
STOCK OPTION GRANTS
The following table sets forth information concerning the
grant of stock options to the Named Executive Officers in 1995
under the Company's Amended and Restated 1990 Stock Option Plan and
the Company's 1987 Stock Option Plan. The Company did not grant any
stock appreciation rights in 1995.
OPTION GRANTS IN LAST FISCAL YEAR
[CAPTION]
<TABLE>
<S> <C> <C> <C>
Individual Grants
% of Total Options
Granted to Exercise or
Options Granted Employees in Base Price
Name (#)(2) Fiscal Year(3) ($/Sh)(4)
Anthony F. Bova 150,000 Shares 31.0% $5.875
Anthony F. Bova 100,000 Shares 21.0% 8.875
Anthony F. Bova 100,000 Shares 21.0% 11.875
Paul Rudovsky 75,000 Shares 16.0% 6.25
W. John Buchan 15,000 Shares 3.1% 7.25
John A. Geary 7,500 Shares 1.6% 7.25
(continued)
<S> <C> <C> <C>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term(1)
Expiration
Date 5%($) 10%($)
Anthony F. Bova 2/1/05 $554,213 $1,404,485
Anthony F. Bova 2/1/05 69,490 636,350
Anthony F. Bova 2/1/05 -- 336,350
Paul Rudovsky 3/6/05 294,794 747,067
W. John Buchan 5/19/05 68,394 173,321
John A. Geary 5/19/05 34,197 86,660
</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 500,500 shares of the Class A Common
Stock were granted in 1995. 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 (480,500) 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.
STOCK OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS
OPTION EXERCISES AND YEAR-END VALUE TABLE
No Named Executive Officer exercised stock options during the
fiscal year ended December 31, 1995. 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:
[CAPTION]
<TABLE>
<S> <C>
Aggregated Option Exercises in Last Fiscal Year, and
Fiscal Year-End Option Value
Number of Unexercised Options at
December 31, 1995(#)
Name Exercisable(2) Unexercisable
Earl W. Powell 278,425 46,575
Phillip T. George 118,525 18,975
Anthony F. Bova 70,000 280,000
Paul Rudovsky 0 75,000
W. John Buchan 2,500 22,500
John A. Geary 0 7,500
(continued)
<S> <C>
Value of Unexercised In-the-Money Options at
December 31, 1995($)(1)
Name Exercisable(2) Unexercisable
Earl W. Powell $414,233 $23,750
Phillip T. George 174,165 10,450
Anthony F. Bova 0 0
Paul Rudovsky 0 0
W. John Buchan 0 0
John A. Geary 0 0
</TABLE>
_________________________
(1) The closing sales price for the Company's Common Stock as
reported by the American Stock Exchange on December 31, 1995
was $5.25. Value is calculated by multiplying (a) the
positive difference, if any, between $5.25 and the option
exercise price by (b) the number of shares of Common Stock
underlying the option.
(2) In the case of Messrs. Powell and George, 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, 1995
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 and, in
connection therewith, is required to devote only so much of his
time and efforts as he reasonably deems necessary for the
performance of his duties thereunder. In 1995, Mr. Powell received
an annual base salary of $436,331, which is adjusted annually for
cost of living increases. 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. In 1995, Dr. George received an annual base salary of
$127,083, which is adjusted annually for cost of living increases.
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 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 the base salaries described
in the preceding Summary Compensation Table 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).
Each of the Named Executive Officers holds options to purchase
Common Stock granted under the Company's 1987 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 1987 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
canceled in return for cash payment to the optionee in an amount
equal to the difference between the highest price paid per share by
the acquiror in such transaction and the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Alvarez has served as Chairman of the Compensation
Committee since being appointed a director in May 1995. Mr.
Alvarez is a principal shareholder of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A., which serves as the Company's
principal outside counsel and receives customary fees for legal
services.
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.
Anthony F. Bova was named President and Chief Executive
Officer of the Company in February 1995. The Compensation Committee
approved the Company's execution of a five-year employment
agreement with Mr. Bova, the terms of which include a base salary
which the Committee believed to be consistent with industry
parameters, customary benefits and annual performance-based cash
bonuses tied to incremental increases in the Company's earnings per
share. In addition, upon execution of such employment agreement,
the Compensation Committee approved grants of stock options to Mr.
Bova under the Company's stock option plans. The per share exercise
price for approximately 43% of the aggregate number of option
shares granted to Mr. Bova 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 Compensation Committee believes that this
approach provides appropriate incentives for continued stock
appreciation. Based on the terms of his employment agreement, Mr.
Bova did not receive an incentive bonus for 1995. In February
1996, the Compensation Committee modified his bonus formula for
1996 to take into account the fact that the contract term requiring
a "percentage" increase in earnings to trigger a bonus did not
contemplate a "loss year". Accordingly, the Committee approved a
revised 1996 bonus arrangement pursuant to which Mr. Bova may
receive a bonus, the specific amount of which will be based upon
the achievement of certain target earnings per share thresholds.
Mr. Powell, the Company's Chairman of the Board and Chief
Executive Officer until February 1995, receives compensation
pursuant to an employment agreement in effect since 1990. See
"Employment Contracts and Termination of Employment Arrangements."
Effective February 1995, and in connection with the Board's desire
to engage Mr. Bova as Chief Executive Officer, the Compensation
Committee approved a modification of Mr. Powell's agreement to
provide for his engagement as Chairman and to provide that he would
no longer be required to devote substantially full time and
attention to the Company's affairs. However, the Company
anticipates that Mr. Powell will continue to devote significant
time to the Company and, accordingly, there was no reduction of Mr.
Powell's compensation. Moreover, Mr. Powell beneficially owns a
substantial number of shares of the Company's outstanding Common
Stock (see "Security Ownership"). The Compensation Committee
believes that this long-term stock ownership position has provided
(and should continue to provide) an incentive to Mr. Powell to
maximize the value of the Company's stock and, therefore, has
created a strong linkage between the interests of Mr. Powell 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. Consistent with such philosophy, the
Compensation Committee recommended approval of Mr. Rudovsky's
employment agreement, which includes base salary and incentive
bonus arrangements comparable to those established for Mr. Bova (as
revised in February 1996 as described above). In addition, 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. Pursuant to these plans, in 1995 the
Compensation Committee approved fair market value option grants for
each of Messrs. Rudovsky, Buchan and Geary. 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. The Compensation Committee did not
recommend any discretionary bonuses for 1995, primarily as a result
of the Company's financial results.
Trivest provides management services to the Company and its
subsidiaries and receives compensation from the Company pursuant to
the terms of a management agreement in effect since the Company's
organization. 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."
Cesar L. Alvarez
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 CUMULATIVE TOTAL RETURN*
AMONG ATLANTIS PLASTICS, INC., THE RUSSELL 2000 INDEX
AND A PEER GROUP
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/90 12/91 12/92 12/93 12/94 12/95
Atlantis Plastics,
Inc. 100 75 390 460 488 433
Peer Group 100 144 176 179 194 210
Russell 2000 100 146 173 206 202 260
</TABLE>
Peer Group: AEP Industries, Inc., Atlantis Plastics, Inc., Bemis
Co., Blessings Corp., Portage Industries Corp.,
Spartech Corp.
* $100 invested on 12/31/90 in stock or index - including
reinvestment of dividends.
Fiscal year ending December 31.
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 also 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, the
1987 Stock Option Plan and the Company's Amended and Restated 1990
Stock Option Plan. Mr. Horner received an option for 10,000 shares
of the Company's Class A Common Stock on March 3, 1995 under the
Amended and Restated 1990 Stock Option Plan and Mr. Alvarez
received an option for 10,000 shares of the Company's Class A
Common Stock on May 19, 1995 under the 1987 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, 1995.
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.
In 1995, the Management Agreement provided for annual base
compensation of $478,372, which is adjusted annually to reflect
cost of living increases. 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 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. No transaction fees were paid to
Trivest during 1995.
The Company believes that the terms of the Management
Agreement 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 Peter W. 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 1995, the Company paid Trivest $159,900 for
services rendered by the Trivest legal department. The Company
believes that the fees charged by the Trivest legal department in
1995 were no less favorable to the Company than fees charged by
unaffiliated third parties for similar services.
Insurance Services. From 1986 until February 1995, DGP
Insurance Agency, Inc. ("DGP"), a risk manager and insurance
consultant, 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 $11,494 in commissions from the Company's insurance
premiums in 1995. 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 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 the
compensation of certain Trivest employees and 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 1995, the Company paid an aggregate of
approximately $356,778 of such shared office space and general and
administrative 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, 1995 was and for 1996 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 1997 Annual Meeting of Shareholders must
deliver a proposal in writing to the Company's principal executive
offices on or before December 23, 1996.
By Order Of The Board Of Directors
Peter W. Klein
Secretary
Miami, Florida
April 25, 1996
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 April 19, 1996 at the
Annual Meeting of Shareholders of the Company to be held at the
Grand Bay Hotel, 2669 South Bayshore Drive, Miami, Florida, on June
11, 1996 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 1996 Annual Meeting and (2) the Proxy
Statement.
Dated: ____________________, 1996
_________________________________
(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.
