<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or
Rule 14a-12
</TABLE>
ATLANTIS PLASTICS, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
ATLANTIS PLASTICS, INC.
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 1999
----------------------------
To our Shareholders:
The 1999 Annual Meeting of Shareholders of Atlantis Plastics, Inc., a
Florida corporation (the "Company"), will be held at 9:30 a.m., local time, on
Tuesday, May 25, 1999, at the Grand Bay Hotel, 2669 South Bayshore Drive, Miami,
Florida. At the meeting, shareholders will vote on the following matters:
1. Election of eight directors, each for a term of one year; and
2. Any other matters that properly come before the meeting and any
postponement or adjournment thereof.
Shareholders of record as of the close of business on March 31, 1999
are entitled to vote at the meeting and any postponement or adjournment 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,
Marilyn D. Kuffner
SECRETARY
Miami, Florida
April 7, 1999
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.
<PAGE> 3
ATLANTIS PLASTICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
----------------------------
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 1999
Annual Meeting of Shareholders of the Company, to be held on the 25th day of May
1999, or any postponement or adjournment thereof (the "Annual Meeting"),
pursuant to the enclosed Notice of Annual Meeting at the time and place
indicated therein. 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, the
accompanying notice and proxy, and the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 are first being mailed to holders of
Class A Common Stock is April 16, 1999. The complete mailing address, including
zip code, of the principal executive offices of the Company is 1870 The
Exchange, Suite 200, Atlanta, Georgia 30339.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company from the holders of Class A Common Stock. The giving of a proxy does
not preclude the right to vote in person should any shareholder giving the proxy
so desire. Shareholders of Class A Common Stock 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, shareholders will consider and vote on the
following matters:
1. Election of eight directors, each for a term of one year; and
2. Any other matters that properly come before the Annual Meeting
and any postponement or adjournment thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares of Class A Common Stock 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) by the
proxies in their discretion upon any 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 of Class A Common Stock
will be voted in accordance with the specification so made.
<PAGE> 4
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31, 1999
(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 4,781,278 shares of Class A Common Stock and 2,803,444
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 (the "Class A
Directors"). Holders of the Class B Common Stock are entitled to 10 votes per
share on each matter submitted to shareholders for approval (other than the
election of directors, as to which each share has one vote), 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 "Class B
Directors"). On all matters other than the election of directors, and except as
may be otherwise provided by Florida law or the Company's Articles of
Incorporation or Bylaws, the outstanding shares of Class A Common Stock and
Class B Common Stock vote together as a single class.
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 will constitute a quorum,
permitting the meeting to conduct its business. If less than a majority of the
outstanding shares of each class 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. For purposes of electing the Class A
Directors at the Annual Meeting, the affirmative vote of a plurality of the
votes cast at the meeting by the holders of Class A Common Stock voting as a
separate class is required for the election of such directors. For purposes of
electing the Class B Directors at the Annual Meeting, the affirmative vote of a
plurality of the votes cast at the meeting by the holders of Class B Common
Stock voting as a separate class is required for the election of such directors.
The approval of any other matter that may be properly submitted to a vote of the
shareholders will require the affirmative vote of a plurality of the votes cast
at the meeting by the holders of Class A Common Stock and Class B Common Stock,
voting together as a single class, unless the matter is one for which a greater
vote is required by law or the Company's Articles of Incorporation or Bylaws.
Abstentions with respect to the election of directors and any other
matter properly presented at the meeting will not be voted, although they will
be counted for purposes of determining whether there is a quorum. Abstentions
and "broker non-votes" (shares held in "street name" through a broker or other
nominee as to which voting discretion on a particular matter has not been
received from the beneficial owners and such broker or other nominee is not
permitted to exercise voting discretion on a particular matter) with respect to
any other matter properly presented at the meeting will not be voted, although
they will be counted for purposes of determining whether there is a quorum.
Accordingly, abstentions and "broker non-votes" will have the effect of a
negative vote on any such matter.
2
<PAGE> 5
SECURITY OWNERSHIP
The following table sets forth information with respect to the
beneficial ownership of each class of the Company's Common Stock as of March 19,
1999 by (a) each person known to the Company to own beneficially more than five
percent, (b) each of the Company's directors and nominees for director, (c) each
Named Executive Officer (as such term is defined in the Summary Compensation
Table on page 9), and (d) all directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
BENEFICIALLY OWNED(2)(3) BENEFICIALLY OWNED(3) COMBINED
------------------------ --------------------- VOTING POWER OF
NAME AND ADDRESS (1) SHARES PERCENT(4) SHARES PERCENT(4) VOTING STOCK
- -------------------- ------- ----------- ------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Michael W. Cook Asset Management,
Inc. (5) .............................. 662,906 13.9% -- -- 2.0%
Dimensional Fund Advisors Inc. (6) ....... 268,920 5.6% -- -- *
Triad Capital Fund (7) ................... 221,353 4.6% 1,333,032 47.6% 41.3%
Trivest of Florida, Ltd. (7) ............. 1,279 * 12,499 * *
Cesar L. Alvarez(8) (20) ................. 6,000 * -- -- *
Anthony F. Bova(9) (22) .................. 339,600 6.7% -- -- *
John A. Geary(10) (21) ................... 26,570 * -- -- *
Phillip T. George, M.D.(11) (12) (22) ... 385,972 8.0% 608,319 21.7% 19.7%
Larry D. Horner (13) (20) ................ 8,000 * -- -- *
Charles D. Murphy, III (14) (20) ......... 28,540 * 27,562 * *
Joseph D. Piccione (15) (21) ............. 10,000 * -- -- *
Earl W. Powell (11) (16) (22) ............ 394,803 8.1% 717,834 25.6% 23.0%
Paul Rudovsky (17) (22) .................. 145,800 3.0% -- -- *
Chester B. Vanatta (18) (20) ............. 60,807 1.3% -- * *
All directors and executive officers
as a group (11 persons) (19) .......... 1,628,724 29.9% 2,726,808 95.9% 85.2%
</TABLE>
- ----------
* Less than 1%
(1) Unless otherwise indicated, the address of each person 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 shares
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
3
<PAGE> 6
person does not include shares of Class A Common Stock issuable upon
conversion of Class B Common Stock.
(4) The percentage of each class is calculated based upon the total number of
shares of each class outstanding on March 19, 1999.
(5) Based on a Schedule 13G, dated February 23, 1999, filed by Michael W. Cook
Asset Management, Inc. with the Securities and Exchange Commission (the
"SEC"), which indicates that its address is 1613 Winchester Road, Suite
210, Memphis, Tennessee 38116.
(6) Based on a Schedule 13G, dated February 12, 1999, filed by Dimensional
Fund Advisors, Inc. ("Dimensional"), an investment advisor registered
under the Investment Advisors Act of 1940, with the SEC, which indicates
that all such shares are owned by advisory clients of Dimensional, that
Dimensional disclaims beneficial ownership of such shares, and that its
address is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(7) 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, Mr. Powell and Dr. George are limited partners of Trivest of
Florida.
(8) The number of shares of Class A Common Stock indicated includes 6,000
shares issuable upon exercise of presently exercisable options granted
pursuant to the Company's 1987 Stock Option Plan (the "1987 Plan"). Mr.
Alvarez' address is c/o Greenberg Traurig, P.A., 1221 Brickell Avenue,
Miami, Florida 33131.
(9) The number of shares of Class A Common Stock indicated includes (i) 35,000
shares directly owned with his wife as tenants in common; (ii) 295,000
shares issuable upon exercise of presently exercisable options granted
under the Company's Amended and Restated 1990 Stock Option Plan (the "1990
Plan"); and (iii) 9,600 shares issuable upon exercise of shares issuable
upon exercise of presently exercisable options granted under the Company's
1997 Stock Option Plan (the "1997 Plan"). Mr. Bova's address is c/o
Atlantis Plastics, Inc., 1870 The Exchange, Suite 200, Atlanta, Georgia
30339.
(10) The number of shares of Class A Common Stock indicated includes (i) 70
shares directly owned; (ii) 13,500 shares issuable upon exercise of
presently exercisable options granted under the 1987 Plan; (iii) 8,000
shares issuable upon exercise of presently exercisable options granted
under the 1990 Plan; and (iv) 5,000 shares issuable upon exercise of
presently exercisable options granted under the 1997 Plan. Mr. Geary's
address is 57850 Tailwind Court, Elkhart, Indiana 46517.
(11) Excludes shares indicated as beneficially owned by Triad Capital Fund or
Trivest of Florida. See footnote 7 above.
(12) The number of shares of Class A Common Stock indicated includes (i)
268,083 shares directly owned; (ii) 61,764 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) 25,000 shares issuable upon exercise of presently exercisable
options granted pursuant to the 1987 Plan; and (iv) 31,125 shares issuable
upon exercise of presently exercisable options granted pursuant to the
1990 Plan. The number of shares of Class B Common Stock indicated includes
608,319 shares directly owned.
(13) The number of shares of Class A Common Stock indicated includes 8,000
shares issuable upon exercise of presently exercisable options granted
under the 1990 Plan. Mr. Horner's address is 100 Park Avenue, 28th Floor,
New York, New York 10017.
(14) The number of shares of Class A Common Stock indicated includes (i) 6,352
shares directly owned; (ii) 5,000 shares issuable upon exercise of
presently exercisable options granted under the Company's 1987
Disinterested Directors Stock Option Plan (the "Directors Plan"); and
(iii) 17,188 shares issuable upon exercise of presently exercisable
options granted under the 1990 Plan. The number of shares of Class B
Common Stock indicated reflects 17,762 shares directly owned. Mr. Murphy's
address is 4019 Los Arabis Drive, Lafayette, California 94549.
(15) Represents (i) 1,000 shares issuable upon exercise of presently
exercisable options granted under the 1987 Plan; (ii) 4,000 shares
issuable upon exercise of presently exercisable options granted under the
1990 Plan; and (iii) 5,000 shares issuable upon exercise of presently
exercisable options granted under the 1997 Plan. Mr. Piccione's address is
4920 S. 48th Avenue West, Tulsa, Oklahoma 74107.
(16) Excludes 1,790 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) 277,178 shares directly owned;
(ii) 6,996 shares issuable upon exercise of presently exercisable options
granted under the 1987 Plan; and (iii) 110,629 shares issuable upon
exercise of presently exercisable options granted under the 1990 Plan. The
number of shares of Class B Common Stock indicated reflects 717,834 shares
directly owned.
(17) The number of shares of Class A Common Stock indicated includes (i) 48,000
shares directly owned; (ii) 69,000 shares issuable upon exercise of
presently exercisable options granted under the 1987 Plan; (iii) 20,000
shares issuable upon exercise of presently exercisable options granted
under the 1990 Plan; and (iv) 8,800 shares issuable upon exercise of
presently exercisable options granted under the 1997 Plan. Mr. Rudovsky's
address is c/o Atlantis Plastics, Inc., 1870 The Exchange, Suite 200,
Atlanta, Georgia 30339.
4
<PAGE> 7
(18) The number of shares of Class A Common Stock indicated includes (i) 38,619
shares directly owned; (ii) 5,000 shares issuable upon exercise of
presently exercisable options granted under the 1987 Directors Plan; and
(iii) 17,188 shares issuable upon exercise of presently exercisable
options granted under the 1990 Plan. Mr. Vanatta's address is 5140 East
Mission Hill Drive, Tucson, Arizona 85718.
(19) Includes the shares owned indirectly by Mr. Powell and Dr. George through
Triad Capital Fund and Trivest of Florida.
(20) The named individual is a director of the Company.
(21) The named individual is an executive officer of the Company.
(22) The named individual is a director and executive officer of the Company.
ELECTION OF DIRECTORS
The bylaws of the Company provide that the Board of Directors shall
consist of not fewer than two nor more than nine members. At present, the Board
of Directors consists of eight members: two Class A Directors and six Class B
Directors. The present term of all such directors will expire at the Annual
Meeting. Each of the eight directors to be elected at the Annual Meeting will
serve for a one-year term expiring at the 2000 annual meeting of shareholders
and until his successor has been duly elected and qualified. The Board of
Directors proposes that the nominees described below, all of whom are currently
serving as Class A Directors, be re-elected as Class A Directors for a term of
one year and until their successors are duly elected and qualified.
NOMINEES
Two Class A Directors are to be elected at the Annual Meeting by the
holders of Class A Common Stock, voting separately as a class. The Board of
Directors has nominated Charles D. Murphy, III and Chester B. Vanatta, both of
whom are currently serving as Class A Directors, to stand for re-election and
proxies representing Class A Common Stock will be voted for such persons absent
contrary instructions. For additional information concerning Messrs. Murphy and
Vanatta, including a description of their business experience, please see
"Management--Directors and Executive Officers" beginning on page 6.
Six Class B Directors are to be elected at the Annual Meeting by the
holders of Class B Common Stock, voting separately as a class. The Board of
Directors has nominated Earl W. Powell, Phillip T. George, M.D., Anthony F.
Bova, Paul Rudovsky, Cesar L. Alvarez and Larry D. Horner, all of whom are
currently serving as Class B Directors, to stand for re-election.
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.
5
<PAGE> 8
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table, together with the accompanying text, present
certain information, as of the Record Date, with respect to each person who is a
director and/or an executive officer of the Company. Each director is a citizen
of the United States. Each director is elected annually and serves until the
next annual meeting of shareholders or until his successor is duly elected and
qualified. Each executive officer serves until the election and qualification of
his successor or until his death, resignation or removal by the Board of
Directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD WITH THE COMPANY
- ---- --- ---------------------------------
<S> <C> <C>
Earl W. Powell......................... 60 Chairman of the Board
Phillip T. George, M.D................. 59 Vice Chairman of the Board and Chairman of the Executive
Committee of the Board of Directors
Anthony F. Bova........................ 53 President, Chief Executive Officer and Director
Paul Rudovsky.......................... 54 Executive Vice President - Finance and Administration, Chief
Financial Officer and Director
John A. Geary.......................... 52 Vice President and General Manager, Profile Extrusion and
Injection Molding Divisions
Joseph J. Piccione..................... 37 Vice President and General Manager, Stretch Film Division
Gary A. Crutchfield.................... 49 Vice President and General Manager, Custom and Institutional
Film Division
Cesar L. Alvarez....................... 51 Director
Larry D. Horner........................ 65 Director
Charles D. Murphy, III................. 55 Director
Chester B. Vanatta..................... 63 Director
</TABLE>
There are no family relationships among the executive officers or
directors of the Company.
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. Mr. Powell has served
as Chairman of the Board of Biscayne Apparel, Inc. ("Biscayne"), a publicly
traded company whose principal subsidiaries are engaged in the apparel industry,
since October 1985 and also presently serves as Chief Executive Officer of
Biscayne. In February 1999, Biscayne and its principal subsidiary M & L
International, Inc. filed petitions for protection under Chapter 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the Southern
District of New York. Mr. Powell also serves as Chairman of the Board, President
and Chief Executive Officer of Trivest, Inc. ("Trivest"), a private investment
firm formed by Mr. Powell and Dr. George in 1981 that specializes in management
services and acquisitions, dispositions and leveraged buyouts, and as Chairman
of the Board of WinsLoew Furniture, Inc. ("WinsLoew"), a publicly traded company
engaged in the manufacture of contract seating and casual and ready-to-assemble
furniture. In March 1999, WinsLoew entered into an agreement and plan of merger
with an affiliate of Trivest, pursuant to which WinsLoew has agreed, subject to
among other things, shareholder approval, to be acquired by Trivest and several
members of WinsLoew's management in a merger
6
<PAGE> 9
transaction for $33.00 per share in cash. From 1971 until 1985, Mr. Powell was a
partner with KPMG Peat Marwick ("Peat Marwick"), certified public accountants,
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 a director of Biscayne and a director of WinsLoew, and as Vice Chairman of
the Board of Trivest. Dr. George's executive position with Trivest has been his
principal occupation since retiring from the private practice of plastic and
reconstructive surgery in February 1986.
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 CCC Information Services Group, Inc. (formerly
Infovest Corporation), a provider of information services to the insurance
industry. From October 1985 to March 1992, Mr. Rudovsky was the President and
Chief Executive Officer of Rudd Manufacturing Co., Inc., a clothing
manufacturer. Mr. Rudovsky has been a member of the Corporation of the
Massachusetts Institute of Technology since June 1996.
Mr. Geary has served as the Vice President and General Manager of the
Company's Profile Extrusion Division since March 1995 and the Injection Molding
Division since November 1995, which Divisions constitute the Company's Molded
Products Group. 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. Piccione joined the Company in January 1996 and was appointed Vice
President and General Manager of the Custom and Institutional Film Division in
August 1996. In May 1997, he was appointed Vice President and General Manager of
the Stretch Film Division. From April 1993 until December 1995, Mr. Piccione
served as Business Manager of the Searcy Packaging Division of Bruce
Corporation. From July 1986 to July 1992, he was a Product Manager for Mobil
Chemical Company.
Mr. Crutchfield joined the Company in October 1998 as Vice President
and General Manager of the Custom and Institutional Film Division. From 1974
until 1998, Mr. Crutchfield was employed by Sonoco Products Company, a Fortune
500 paper and plastics packaging company, in various capacities, including
serving as the Vice President of the company's Special Products Group from 1991
until 1994, and serving as Vice President and General Manager of its Industrial
Container Division from 1994 until 1998.
Mr. Alvarez was appointed as a director of the Company in May 1995. Mr.
Alvarez has been a lawyer with the law firm of Greenberg Traurig, P.A. for over
twenty years, where he has served as the chairman of its corporate, securities
and banking department and currently serves as the firm's Chief Executive
Officer and Managing Shareholder. Mr. Alvarez also serves as a director of FDP
Corp., Pediatrix Medical Group, Inc., Texpack, N.V. and Watsco, Inc.
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 and the Chairman of the Board of Laidlaw
Holdings, Inc. since July 1995. Mr. Horner also serves as Chairman of the Board
and Chief Executive Officer of Asia Pacific Wire & Cable Company Ltd. From April
1991 until August 1994, he served as a Managing Director of Arnhold & S.
Bleichroeder, Inc. From 1962 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, Newmark Homes Corp. and Biological &
Popular Culture, Inc.
7
<PAGE> 10
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 firm.
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 LLP), certified public accountants.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during 1998 and also took
action by written consent. No incumbent director (other than Mr. Alvarez)
attended fewer than 75 percent of the aggregate of (i) the number of Board
meetings held during 1998, and (ii) the number of meetings held by all
committees of the Board of Directors on which such director served during 1998.
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), and Messrs. Powell and Bova. The Executive Committee held no
meetings, but took action by unanimous written consent during 1998.
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 two meetings during 1998.
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,
Dr. George and Mr. Horner (Chairman). The Nominating Committee held no meetings,
but took action by written consent during 1998.
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 stock option plans, including the 1998 Stock
Option Plan. The Compensation Committee currently consists of Messrs. Horner
(Chairman), Murphy and Vanatta. The Compensation Committee held two meetings and
took action by written consent during 1998.
8
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1998, the Compensation Committee consisted of Messrs. Horner, Murphy
and Vanatta, none of whom is a current or former officer or employee of the
Company or any of its subsidiaries, or had any relationship with the Company or
any of its subsidiaries in 1998 requiring disclosure under "Certain
Relationships and Related Transactions" beginning on page 14.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
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, 1998, 1997 and 1996 to or on behalf of (i) the
Company's Chief Executive Officer, and (ii) the three other most highly
compensated executive officers of the Company whose cash compensation exceeded
$100,000 in 1998 (collectively the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------- ----------- ---------
OTHER ANNUAL SECURITIES LTIP
COMPENSATION UNDERLYING PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#)(2) ($) COMPENSATION($)
- --------------------------- ---- ------- ------ ------------ ------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony F. Bova 1998 322,620 323,038 -- 48,000 -- 1,913(3)
President and Chief 1997 332,339 -- -- -- -- 3,878(3)
Executive Officer 1996 307,020 429,093 -- 25,000 -- 4,750(3)
Paul Rudovsky 1998 198,983 148,967 -- 44,000 -- 1,913(3)
Executive Vice President 1997 202,834 -- -- -- -- 3,878(3)
and Chief Financial Officer 1996 188,693 198,648 -- 65,000 -- 4,199(3)
John A. Geary 1998 142,016 44,330 -- 25,000 -- 1,913(3)
Vice President - Profile 1997 138,010 -- -- 20,000 -- 3,878(3)
Extrusion Division 1996 123,327 93,240 -- 15,000 -- 6,354(4)
Joseph J. Piccione 1998 168,077 140,000 -- 25,000 -- 1,913(3)
Vice President - Custom 1997 145,608 50,000 28,677(6) 25,000 -- 3,134(3)
and Institutional Film 1996 113,452 72,121(5) 39,518(6) 15,000 -- --
Division
</TABLE>
- ----------
(1) Except as otherwise provided herein, no amounts for executive
perquisites and other personal benefits, securities or property
received by any Named Executive Officer are shown because the aggregate
dollar amount is the lesser of either $50,000 or 10% of his annual
salary and bonus.
(2) Shares of Class A Common Stock underlie such options.
(3) Represents matching contributions by the Company under its 401(k) Plan.
(4) Includes (i) a $2,745 contribution by Pierce Plastics, Inc., a wholly
owned subsidiary of the Company, to its profit sharing plan, and (ii) a
$3,609 matching contribution by the Company under its 401(k) Plan.
(5) Includes (i) a $10,000 signing bonus in connection with the
commencement of Mr. Piccione's employment, and (ii) a $62,121 annual
bonus.
(6) Includes (i) $18,672 in 1997 and $27,332 in 1996 for relocation and
temporary living expenses incurred in connection with the commencement
of Mr. Piccione's employment with the Company, (ii) $8,186 in 1997 and
$10,979 in 1996 to reimburse Mr. Piccione for taxes due in connection
with certain of the payments described in the preceding clause (i), and
(iii) $1,819 in 1997 and $1,207 in 1996 for other perquisites.
9
<PAGE> 12
STOCK OPTION GRANTS
The following table sets forth information concerning the grant of
stock options to the Named Executive Officers in 1998. The Company did not grant
any stock appreciation rights in 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATES
UNDERLYING OPTIONS EXERCISE OF STOCK PRICE APPRECIATION
OPTIONS GRANTED TO OR BASE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ----------- ----------- ------ ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Anthony F. Bova 48,000 23% 5.50 2/13/08 170,915 428,529
Paul Rudovsky 44,000 21% 5.50 2/13/08 156,672 392,818
John A. Geary 25,000 12% 5.50 2/13/08 89,018 223,192
Joseph J. Piccione 25,000 12% 5.50 2/13/08 89,018 223,192
</TABLE>
- -------------------------
(1) The options become exercisable for 20% of the underlying shares of Class
A Common Stock 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 existing shareholders cease to hold more than 50% of
the voting power of the resulting entity. 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.
(2) Based on assumed annual rates of stock price appreciation from the
closing price of the 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.
10
<PAGE> 13
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
The following table sets forth information, with respect to the Named
Executive Officers, concerning options exercised in 1998 and unexercised options
held by them as of the end of such fiscal year:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
---------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT DECEMBER 31, 1998 OPTIONS AT DECEMBER 31, 1998($)(1)
ACQUIRED VALUE ---------------------------- ---------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ------------ -------- ------------ ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Anthony F. Bova .......... -- -- 220,000 203,000 $223,750 $296,250
Paul Rudovsky ............ -- -- 71,000 113,000 $ 98,250 $191,750
John A. Geary ............ -- -- 14,500 53,000 $ 22,875 $ 94,000
Joseph J. Piccione ....... 8,000 $ 11,375 2,000 54,000 -- $106,750
</TABLE>
- ----------
(1) The closing sales price per share for the Class A Common Stock as
reported by the American Stock Exchange on December 31, 1998 was $8.00.
Option value is calculated by multiplying (a) the positive difference,
if any, between $8.00 and the option exercise price by (b) the number
of shares of Class A Common Stock underlying the option.
COMPENSATION OF DIRECTORS
The Company pays each non-employee director 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 directors is eligible to receive grants of stock
options under one or more of the Company's stock option plans. No non-employee
directors were granted options in 1998
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Anthony F. Bova is employed as President and Chief Executive Officer of
the Company pursuant to an employment agreement effective as of February 1,
1995, and Paul Rudovsky is employed as Executive Vice President-Finance and
Administration of the Company pursuant to an employment agreement effective as
of March 6, 1995. Such employment agreements are for a period of five years and
provide for annual base salaries (subject to annual cost of living increases),
certain customary benefits, annual performance-based cash bonuses tied to
incremental annual percentage increases in the Company's earnings per share (as
adjusted pursuant to the agreements), and severance payments upon termination
without cause as follows. In the case of termination without cause, Mr. Bova is
entitled to a sum of $300,000, which is payable by the Company in twelve equal
installments commencing as of the effective date of termination. In the case of
termination without cause, Mr. Rudovsky is entitled to a sum equal to his base
salary as then in effect, which is payable by the Company in twelve equal
monthly installments commencing as of the effective date of termination. Joseph
J. Piccione is employed as the Vice President of the Company's Stretch Film
Division pursuant to a letter agreement effective as of August 20, 1998, which
entitles Mr. Piccione to receive an amount equal to one year of his base salary
in the case of termination without cause.
Each of the Named Executive Officers holds options to purchase Common
Stock granted under the Company's stock option plans. 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) a controlling amount of the
voting power of the Company's voting stock is acquired. 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
11
<PAGE> 14
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 a 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 REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT ON EXECUTIVE COMPENSATION AND THE PERFORMANCE
GRAPH INCLUDED ELSEWHERE IN THIS PROXY STATEMENT DO NOT CONSTITUTE SOLICITING
MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE IN ANY
OTHER COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE
ACT OF 1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES THIS
REPORT OR THE PERFORMANCE GRAPH BY REFERENCE THEREIN.
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. In 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 (subject to annual cost of living increases)
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. Prior to and in fiscal 1998, the
Compensation Committee granted to Mr. Bova options to purchase shares of Class A
Common Stock at a price equal to the market price on the date of grant. The
Compensation Committee believes that these attributes of Mr. Bova's compensation
provide appropriate performance-based incentives.
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 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
1998 the Compensation Committee approved fair market value option grants to
certain executive officers.
Larry D. Horner
Charles D. Murphy, III
Chester B. Vanatta
12
<PAGE> 15
PERFORMANCE GRAPH
Set forth below is a line graph comparing 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 Peer Group consisting of the
Company and three other publicly traded plastics companies selected by the
Company for the five years ended December 31, 1998. 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 INDEX
[GRAPH]
<TABLE>
<CAPTION>
=====================================================================================================================
12/93 12/94 12/95 12/96 12/97 12/98
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Atlantis Plastics, Inc. 100 106.14 94.02 181.33 97.38 143.28
Peer Group 100 107.55 119.07 189.18 208.36 187.53
Russell 2000 100 98.19 126.11 147.05 179.90 174.86
=====================================================================================================================
</TABLE>
Peer Group: AEP Industries Inc., Atlantis Plastics, Inc., Bemis Company, Inc.
and Spartech Corporation.
* Assumes $100 was invested on 12/31/93 in the Company's Class A Common
Stock, the Peer Group and the Russell 2000 Index, and the reinvestment
of all dividends.
13
<PAGE> 16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 10 percent beneficial owners were complied with
during the fiscal year ended December 31, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRIVEST MANAGEMENT AGREEMENT. Since the organization of the Company,
Trivest has rendered consulting, financial and management services to the
Company, including advice and assistance with respect to acquisitions, pursuant
to management agreements between the parties which have been replaced and
amended from time to time. The Management Agreement currently in effect
commenced as of January 1, 1998 and continues through December 31, 2002 unless
terminated earlier. The Management Agreement provides for Trivest to be the
exclusive manager and consultant of the Company's business (subject to the
Company's right to engage additional financial advisors in connection with
certain material transactions if approved by the Company's Board of Directors).
Trivest's services include advice and assistance concerning any and all aspects
of the operations, planning and financing of the Company as needed from time to
time, including identifying and assisting with acquisitions and identifying
executive personnel for the Company. The Management Agreement also provides that
neither Trivest 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. Trivest's base compensation is $750,000
annually, payable quarterly and subject to annual adjustments to reflect changes
in the consumer price index. If the Company acquires or commences new business
operations, the parties will in good faith determine whether and to what extent
the base compensation should be increased as a result thereof. As additional
incentive compensation, Trivest will also receive for each fiscal year during
the term of the Management Agreement, an annual payment equal to 1% of the
Company's earnings for such year before interest, taxes, depreciation and
amortization and before compensation to Trivest under the Management Agreement,
but only if such earnings before expenses exceed $20,000,000. Trivest will also
receive a one-time fee, to be determined on a case by case basis by the Company
and Trivest in good faith, with respect to (i) any acquisition or disposition of
a business operation, introduced or negotiated by Trivest and (ii) certain other
material non-ordinary course transactions involving or resulting from Trivest's
efforts on behalf of the Company, including public or private financings.
For 1998, the total fees paid to Trivest by the Company under the
Management Agreement were $1,067,000.
TRIVEST LEGAL DEPARTMENT. Trivest maintains an internal legal
department which accounts for its time on an hourly basis and bills Trivest and
its affiliates, including the Company, for services rendered at prevailing
rates. In 1998, the Company paid Trivest approximately $48,000 for services
rendered by the Trivest legal department. The Company believes that the fees
charged by the Trivest legal department in 1998 were no less favorable to the
Company than fees charged by unaffiliated third parties for similar services.
TERMINATION OF EXPENSE SHARING ARRANGEMENT; ASSIGNMENT OF LEASE AND
CERTAIN RELATED ASSETS. As of January 1, 1998, the Company and Trivest
terminated an expense sharing arrangement pursuant to which the Company had
shared office space with other Miami-based entities affiliated with Trivest and
the expenses associated therewith including lease and general and administrative
were allocated on a proportionate basis among such entities. In connection with
such termination the Company assigned an office lease and certain related fixed
assets to Trivest II, Inc. ("Trivest II"), an affiliate of Trivest controlled by
Mr. Powell. The lease that was assigned
14
<PAGE> 17
was the Company's lease for office space occupied by Trivest in Miami, Florida,
pursuant to which the Company leased such space from the unaffiliated owner of
the building. In connection with such lease assignment (i) Trivest II assumed
approximately $170,000 of liabilities relating to such lease which were
reflected on the Company's balance sheet, (ii) the Company transferred to
Trivest II certain fixed assets located at the leased premises, including office
equipment, furniture, leasehold improvements and artwork, and (iii) the Company
agreed to continue providing to Mr. Powell and Dr. George the use of the leased
automobiles provided by the Company for them plus related operating expenses
through the time of expiration of such leases in 1999.
STOCK OPTION EXERCISES. In 1998, the Company loaned Dr. George and
Messrs. Powell, Murphy and Vanatta, directors of the Company, $200,103.75,
$600,311.25, $78,906.06 and $100,050.06, respectively, in connection with their
exercise of options to acquire 165,375, 55,125, 17,762 and 27,562 shares of
Class B Common Stock, respectively. Each loan is evidenced by a promissory note
due February 2001 that bears interest at a simple, per annum rate equal to
Citibank's prime rate in effect from time to time, and is collateralized by the
shares of Class B Common Stock. In April 1998, Mr. Vanatta repaid his loan in
full.
MISCELLANEOUS. Mr. Alvarez, a director of the Company, is a shareholder
of Greenberg Traurig, P.A., a law firm which has been engaged to perform legal
services for the Company in the past and which may be so engaged in the future.
The fees received for such legal services in 1998 did not exceed five percent of
the law firm's revenues.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP ("Ernst & Young") were the independent public
accountants for the Company for the year ended December 31, 1998 and will serve
in that capacity for the 1999 fiscal year unless the Board of Directors deems it
advisable to make a substitution. It is not expected that representatives of
Ernst & Young will attend the Annual Meeting.
The accounting firm of Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
served as the Company's independent public accountants with respect to calendar
years 1990-1997. Effective April 6, 1998, Coopers & Lybrand was dismissed by the
Company's Board of Directors (pursuant to a duly authorized telephone conference
call on April 6, 1998) based upon the recommendation of the Audit Committee
(which recommendation was made pursuant to a duly authorized telephone
conference call on April 6, 1998). During the 1996 and 1997 calendar years,
there were no (i) disagreements between the Company and Coopers & Lybrand on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Coopers & Lybrand, would have caused it to make reference to the
subject matter of the disagreement in connection with its reports, or (ii)
reportable events as defined in paragraph (a)(1)(v) of Item 304 of Regulation
S-K. Coopers & Lybrand's reports on the financial statements of the Company for
the two most recent calendar years did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. Upon recommendation by the Audit
Committee effective April 6, 1998, the Company's Board of Directors engaged
Ernst & Young as the Company's independent public accountants for calendar year
1998. Between January 1, 1996 and April 6, 1998, Ernst & Young was not consulted
regarding any matters set forth in paragraphs (a)(2)(i) or (ii) of Item 304 of
Regulation S-K.
1998 ANNUAL REPORT ON FORM 10-K
The Company has mailed, with this proxy statement, a copy of the Annual
Report to each shareholder as of the Record Date. If a shareholder requires an
additional copy of the Annual Report, the Company will provide one, without
charge, on the written request of any such shareholder addressed to the
Company's Secretary at Atlantis Plastics, Inc., 2665 South Bayshore Drive, Suite
800, Miami, Florida 33133.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no matter
that will be presented for consideration at the Annual Meeting other than the
election of directors. If, however, any other matter should properly come before
the Annual Meeting for action by shareholders, proxies in the enclosed form
returned to the Company will be voted in accordance with the recommendation of
the Board of Directors or, in the absence of such a recommendation, in
accordance with the judgment of the proxy holder.
15
<PAGE> 18
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Shareholders interested in presenting a proposal to be considered for
inclusion in the proxy statement for presentation at the 2000 annual meeting of
shareholders may do so by following the procedures prescribed in Rule 14a-8
under the Securities Exchange Act of 1934. To be eligible for inclusion,
shareholder proposals must be received by the Company on or before December 17,
1999.
Shareholders interested in presenting a proposal for consideration at
the 2000 annual meeting of shareholders must submit such proposal to the
Company, and such proposal must be received by the Company on or before March 3,
2000.
By Order of the Board of Directors,
Marilyn D. Kuffner
SECRETARY
Miami, Florida
April 7, 1999
16
<PAGE> 19
Appendix A
[FORM OF PROXY]
ATLANTIS PLASTICS, INC.
PROXY FOR HOLDERS OF CLASS A COMMON STOCK - 1999 ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE 1999 ANNUAL MEETING
OF SHAREHOLDERS OF ATLANTIS PLASTICS, INC. TO BE HELD ON MAY 25, 1999, AT THE
GRAND BAY HOTEL, 2669 SOUTH BAYSHORE DRIVE, MIAMI, FLORIDA, AT 9:30 A.M., LOCAL
TIME, OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL THE NOMINEES. SHARES REPRESENTED BY THIS PROXY WILL BE
SO VOTED UNLESS OTHERWISE INDICATED, IN WHICH CASE THEY WILL BE VOTED AS MARKED.
IF ANY NOMINEE NAMED ON THIS CARD IS UNABLE OR UNWILLING TO SERVE AS A DIRECTOR,
THE BOARD OF DIRECTORS MAY NOMINATE ANOTHER PERSON OR PERSONS IN SUBSTITUTION
FOR SUCH NOMINEE AND PROXIES WILL VOTE FOR THE PERSON OR PERSONS SO NOMINATED OR
DESIGNATED.
The undersigned hereby appoints Earl W. Powell and Phillip T. George,
M.D., and each of them, proxies with full power of substitution to act for the
undersigned, and to vote all shares of Class A Common Stock represented by this
proxy which the undersigned may be entitled to vote, at the 1999 Annual Meeting
and at any adjournment or postponement thereof as instructed herein and, in
their discretion, on such other matters as may properly come before the meeting
and at any adjournment or postponement thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE> 20
\x\ PLEASE MARK YOUR
VOTES AS IN THIS EXAMPLE
Item 1. Election of the following nominees as directors by the holders of
Class A Common Stock, voting as a separate class.
FOR all nominees at WITHHELD for all
right (except nominees at right Nominees:
as marked below) Charles D. Murphy, III
Chester B. Vanatta
\ \ \ \
WITHHELD for the following nominee(s) only: print name(s)
_________________________________________
IMPORTANT -- PLEASE MARK, SIGN AND DATE AND RETURN PROMPTLY.
SIGNATURE(S) _______________________________________ DATE____________________
NOTE: Please date and sign exactly as the name appears hereon. When shares
are held by joint tenants, all should sign. When signing as fiduciary
(e.g., attorney, executor, administrator, conservator, trustee or
guardian), please give title. If a corporation or partnership, please
sign in corporate or partnership name by an authorized person.
