<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Greyhound Lines, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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 Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
GREYHOUND LINES, INC.
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(214) 789-7000
[LOGO]
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1996
---------------------
Notice is hereby given that the Annual Meeting of Stockholders of Greyhound
Lines, Inc., a Delaware corporation (the "Company"), will be held on Thursday,
May 23, 1996, at 10:00 a.m., local time, at the Dallas Parkway Hilton Hotel,
Gold Ballroom, 4801 LBJ Freeway, Dallas, Texas, for the following purposes:
1. To elect three directors to serve as Class II directors for terms
expiring in 1999 or until their respective successors are elected
and qualified; and
2. To approve the Greyhound Lines, Inc. 1996 Executive Officer
Incentive Plan; and
3. To ratify the appointment of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending
December 31, 1996; and
4. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 1, 1996 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the meeting or any adjournment(s) thereof. A list of such stockholders
will be maintained at the office of the Secretary of the Company during the
ten-day period prior to the date of the meeting and will be available for
inspection by stockholders, for any purpose germane to the meeting, during
normal business hours of the Company.
You are cordially invited to attend the meeting. However, whether or not
you expect to attend the meeting in person, you are urged to sign, date and
return the enclosed proxy card in the accompanying envelope as soon as
practicable to ensure that your shares of stock may be represented and voted in
accordance with your wishes and to ensure the presence of a quorum at the
meeting. So that the Company may plan for the meeting, you are requested to mark
the space provided on the enclosed proxy card if you expect to attend the
meeting in person.
By Order of the Board of Directors,
/s/ MARK E. SOUTHERST
MARK E. SOUTHERST
Vice President and
General Counsel and Secretary
Dallas, Texas
April 15, 1996
<PAGE> 3
GREYHOUND LINES, INC.
15110 N. DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75248
(214) 789-7000
[LOGO]
---------------------
PROXY STATEMENT
APRIL 15, 1996
---------------------
ANNUAL MEETING OF STOCKHOLDERS
---------------------
GENERAL INFORMATION
This Proxy Statement is being furnished by the Board of Directors (the
"Board of Directors") of Greyhound Lines, Inc., a Delaware corporation (the
"Company"), to the holders of common stock (the "Common Stock") of the Company
in connection with a solicitation of proxies for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Thursday, May 23, 1996, at
10:00 a.m., local time, at the Dallas Parkway Hilton Hotel, Gold Ballroom, 4801
LBJ Freeway, Dallas, Texas, and at any and all adjournments thereof.
A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may be
revoked, prior to its exercise, by executing and delivering a later-dated proxy
card, by delivering written notice of the revocation of the proxy to the
Secretary of the Company before or at the Annual Meeting, or by attending and
voting at the Annual Meeting. Attendance at the Annual Meeting, in and of
itself, will not constitute a revocation of a proxy. The shares represented by
the enclosed proxy will be voted in accordance with the stockholder's directions
if the proxy is duly executed and returned on or before the day of the Annual
Meeting. If the enclosed proxy card is returned duly executed on or before the
day of the Annual Meeting, but no directions are specified in the proxy, the
shares will be voted (i) FOR the election of the director nominees recommended
by the Board of Directors; (ii) FOR the approval of the Greyhound Lines, Inc.
1996 Executive Officer Incentive Plan; (iii) FOR the ratification of the
appointment of Arthur Andersen LLP as independent public accountants for the
Company for the fiscal year ending December 31, 1996; and (iv) in accordance
with the discretion of the named attorneys-in-fact on other matters, if any,
properly brought before the Annual Meeting.
The expense of preparing, printing and mailing this Proxy Statement and of
soliciting the proxies sought hereby will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company, none of whom will receive additional
compensation therefor, in person, or by telephone, facsimile or similar
transmission. The Company also will reimburse brokerage firms, banks, nominees,
custodians and fiduciaries for the cost of forwarding proxy materials to the
beneficial owners of the shares of the Common Stock as of the record date. The
Company has retained Kissel-Blake Inc. as its proxy solicitor for the Annual
Meeting. Kissel-Blake Inc. will receive a fee of $6,500 (plus reimbursement of
out-of-pocket expenses) for its services in the solicitation of proxies,
including the solicitation of proxies from brokerage firms, banks, nominees,
custodians and fiduciaries. Your cooperation in promptly signing and returning
the enclosed proxy card will help the Company avoid additional expense.
On April 1, 1996, the Company had outstanding 58,179,626 shares of Common
Stock, and there were no outstanding shares of any other class of stock. Each
share of Common Stock entitles the holder to one vote. Only stockholders of
record at the close of business on April 1, 1996, will be entitled to notice of,
and to vote at, the Annual Meeting.
This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about April 15, 1996.
<PAGE> 4
OUTSTANDING VOTING SECURITIES OF THE COMPANY
AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the ownership of the outstanding shares of
Common Stock as of February 29, 1996 (except as otherwise noted below), held by
persons believed by the Company to beneficially own more than 5% of the
outstanding shares of the Common Stock, by directors of the Company, by the
Named Executive Officers (see "EXECUTIVE COMPENSATION -- Compensation") and by
all the directors, Named Executive Officers and executive officers of the
Company as a group, and the percentage of the outstanding shares of Common Stock
represented thereby. Except as otherwise noted below, each of the directors,
Named Executive Officers, executive officers and 5% stockholders has sole voting
and investment power with respect to all shares beneficially owned by them.
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
----------------------------------------------------------- ------------------ --------
<S> <C> <C>
The Connor/Clark Parties................................... 6,511,762 11.2%
Scotia Plaza, 40 King Street West
Suite 5110, Box 125
Toronto, Ontario M5H 3Y2(a)
Snyder Capital Management, Inc............................. 5,810,344 10.0%
350 California Street
Suite 1460
San Francisco, California 94104(b)
</TABLE>
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------
AMOUNT PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
----------------------------------------------------------- ------------------ --------
<S> <C> <C>
Named Executive Officers and Directors(c):
Richard J. Caley........................................... 31,011 *
Linda Chavez............................................... -- *
Craig R. Lentzsch.......................................... 418,109 *
A. A. Meitz................................................ -- *
Frank L. Nageotte.......................................... 10,555 *
Alfred E. Osborne, Jr...................................... 14,994 *
Stephen M. Peck............................................ 51,400 *
Thomas G. Plaskett......................................... 77,000 *
Ernest P. Werlin........................................... -- *
Bradley T. Harslem......................................... 42,500 *
Jack W. Haugsland.......................................... -- *
J. Floyd Holland........................................... 56,125 *
Steven L. Korby............................................ -- *
All directors, Named Executive Officers and executive
officers of the Company as a group (22 persons)(c)....... 878,934 1.5%
</TABLE>
- ---------------
* Less than 1%.
(a) The following information is as of December 31, 1995, based on a Schedule
13D filed with the SEC by the Connor/Clark Parties on January 26, 1996 and
includes shares owned by Connor, Clark & Company Ltd. and related entities.
The Connor/Clark Parties had shared power to vote 5,455,032 and shared
dispositive power over 5,455,032 shares. Each of the reporting persons
disclaims the existence of a group.
(b) The following information is as of December 31, 1995, based on a Schedule
13G dated February 7, 1996 filed with the SEC. Snyder Capital Management,
Inc. reported that it had shared power to vote 4,866,702 shares and shared
power to dispose of 5,449,482 shares.
2
<PAGE> 5
(c) The following table sets forth, as of February 29, 1996, the detail of
amounts beneficially owned by each of the directors and Named Executive
Officers of the Company and by all directors, Named Executive Officers and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
COMMON COMMON
STOCK STOCK
BENEFICIALLY OPTIONS
OWNED EXERCISABLE TOTAL
------------ ----------- -------
<S> <C> <C> <C>
Richard J. Caley.................................... 5,000 26,011 31,011
Linda Chavez(d)..................................... -- -- --
Craig R. Lentzsch................................... 42,109 376,000 418,109
A. A. Meitz(d)...................................... -- -- --
Frank L. Nageotte(f)................................ 10,000 555 10,555
Alfred E. Osborne, Jr.(f)........................... 6,328 8,666 14,994
Stephen M. Peck..................................... 51,400 -- 51,400
Thomas G. Plaskett.................................. -- 77,000 77,000
Ernest P. Werlin.................................... -- -- --
Bradley T. Harslem.................................. 3,500 39,000 42,500
Jack W. Haugsland................................... -- -- --
J. Floyd Holland(e)................................. 2,425 53,700 56,125
Steven L. Korby..................................... -- -- --
All directors, Named Executive Officers and
executive officers of the Company as a group (22
persons).......................................... 123,302 755,632 878,934
</TABLE>
(d) The named person was elected to the Board of Directors on November 21,
1995.
(e) The named person disclaims beneficial ownership of 316 shares currently
held by the Greyhound Lines 401(k) trust.
(f) Beneficial ownership of shares is disclaimed by the following named persons
in the amounts indicated: Mr. Nageotte -- 10,000 shares; Dr.
Osborne -- 3,164 shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting for the election of three
directors to serve as Class II directors for terms expiring in 1999 or until
their respective successors are elected and qualified.
It is intended that the attorneys-in-fact named in the proxy card will vote
FOR the election of the three director nominees listed below, unless
instructions to the contrary are given therein. The three nominees have
indicated that they are able and willing to serve as directors. However, if some
unexpected occurrence should require the substitution of some other person or
persons for any one or more of the nominees, it is intended that the
attorneys-in-fact will vote FOR such substitute nominees as the Board of
Directors may designate.
The following sets forth the names, ages and principal occupations of, and
other directorships held by, the nominees for director to be elected pursuant to
Proposal No. 1:
NOMINEES FOR ELECTION AS CLASS II DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1999:
Alfred E. Osborne, Jr. (age 51) was elected to the Board of Directors on
May 10, 1994. Since 1987, Dr. Osborne has served as Director of the
Entrepreneurial Studies Center and Associate Professor of Business Economics of
the John E. Anderson Graduate School of Management at the University of
California at Los Angeles. Dr. Osborne formerly served as Director of the MBA
Program, Assistant Dean and Associate Dean at UCLA. Dr. Osborne is also an
independent general partner of Technology Funding Venture Partners V and a
director of First Interstate Bank of California, Nordstrom, Inc., ReadiCare,
Inc., Seda Specialty Packaging Corporation, The Times Mirror Company and United
States Filter Corporation.
3
<PAGE> 6
Stephen M. Peck (age 61) was elected to the Board of Directors on May 31,
1995. Mr. Peck is currently a private investor. From March 1989 to December
1994, Mr. Peck was a General Partner of SMP Associates, L.P., an investment
partnership. Formerly, he was a Managing and Special Partner of Weiss, Peck &
Greer and participated in its founding in 1970. From 1986 to mid-1988 he served
as Chief Investment Officer and a director of Reliance Insurance Company. From
May 1985 to January 1988, Mr. Peck served as a director of Tiger International.
He was elected a Governor of the New York Stock Exchange, Inc. in 1969, served
as Vice Chairman of the Board of Governors from May 1971 to July 1972, and
served as Chairman of its Surveillance Committee from December 1974 to May 1978.
Mr. Peck served as a member of the Audit Committee of the City of New York from
February 1979 to February 1981. Mr. Peck is currently Chairman of the Board of
Trustees of the Mount Sinai Hospital and School of Medicine, a member of the
Board of Trustees of the Manhattan Institute for Policy Research, and a member
of the Board of the Jewish Theological Seminary of America.
Ernest P. Werlin (age 51) was elected to the Board of Directors on May 31,
1995. Mr. Werlin is currently President of High View Capital. He has also served
as Chairman of the Board of Directors of Jamesway Corporation since March 1995.
From 1992 to March 1995, Mr. Werlin was employed by Steinhardt Management. From
April 1990 to 1992, Mr. Werlin was a private investor. From January 1989 to
April 1990, Mr. Werlin was Managing Director of Stamford Capital. From August
1988 to December 1988, Mr. Werlin was an Associate Managing Director of Bear,
Stearns & Company. He was employed by Morgan Stanley & Company from April 1980
to May 1988 as the Chairman of the Fixed Income New Product Development
Committee and as Managing Director, Manager of Corporate Bond Trading desk and
Special Situations. From April 1978 to April 1980, Mr. Werlin served as
Co-Manager of the Corporate Bond Department of Donaldson, Lufkin & Jenrette. He
also served as Senior Administrator to the President of Lehman Brothers from
June 1976 to April 1978. Additionally, from July 1991 to June 1992, Mr. Werlin
was a director of Todd Shipyards.
CONTINUING DIRECTORS
The following sets forth the names, ages and principal occupations of, and
other directorships held by, the serving directors whose terms of office will
continue after the Annual Meeting:
CLASS I DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1998:
Craig R. Lentzsch (age 47) was elected to the Board of Directors on August
26, 1994. Effective November 15, 1994, Mr. Lentzsch became President and Chief
Executive Officer of the Company. Mr. Lentzsch also served as Chief Financial
Officer of the Company from November 22, 1994 to April 10, 1995. Mr. Lentzsch
previously served as Executive Vice President and Chief Financial Officer of
Motor Coach Industries International, Inc., where he had been employed from 1992
to 1994; as President and Chief Executive Officer of Continental Asset Services,
Inc. from 1991 to 1992; as a private consultant to, and investor in, Storehouse,
Inc. from 1983 to 1991 and Communication Partners, Ltd. from 1989 to 1991; as
Vice Chairman, Executive Vice President and a director of the Company from March
1987 to December 1989; and as Co-founder and President of BusLease, Inc. from
1980 to 1989. Mr. Lentzsch also serves as a director of Hastings Books, Music
and Video, Inc. and Enginetech, Inc.
Frank L. Nageotte (age 69) was elected to the Board of Directors on
February 27, 1995. Mr. Nageotte was a director of Motor Coach Industries
International, Inc. from 1993 to 1995 and Greyhound Lines, Inc. from 1987 to
1990 and currently serves as a director of Citizens Auto Stages. From 1982 to
1987, Mr. Nageotte served as President and Chief Operating Officer of The
Greyhound Corporation, where he was Chief Executive Officer of the Company's
predecessor from 1978 to 1982. Mr. Nageotte worked for the Company's predecessor
for 40 years.
Thomas G. Plaskett (age 52) was elected to the Board of Directors on May
10, 1994. From August 9, 1994 to November 14, 1994, Mr. Plaskett served as
Interim President and Chief Executive Officer of the Company, and from October
19, 1994 to November 22, 1994, served as Acting Chief Financial Officer of the
Company. On February 27, 1995, Mr. Plaskett was elected as the Company's
Chairman of the Board. Since
4
<PAGE> 7
1991, Mr. Plaskett has served as managing director of Fox Run Capital
Associates, an investment concern. Previously, Mr. Plaskett served as President
and Chief Executive Officer of Pan Am Corporation from 1988 to 1991; and as
President and Chief Executive Officer of Continental Airlines from 1986 to 1987.
Mr. Plaskett also serves as a director of Tandy Corporation, Neostar Retail
Group and Smart and Final, Inc.
CLASS III DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1997:
Richard J. Caley (age 69) was appointed a Director of the Company on
October 31, 1991. From 1978 to 1982, Mr. Caley served as President of Wilson
Sporting Goods Co., a division of PepsiCo Inc., and Chairman of the Board and
Chief Executive Officer of North American Van Lines. From 1971 to 1978, Mr.
Caley served as President of the PepsiCo Transportation Division. Mr. Caley
retired in 1982, although from May 15, 1989 to November 15, 1989, Mr. Caley
served as President, Chief Operating Officer and director of HEM
Pharmaceuticals.
Linda Chavez (age 48) was elected to the Board of Directors on November 21,
1995. Ms. Chavez has been President of the Center For Equal Opportunity since
1995. From 1988 to 1995, Ms. Chavez was a Senior Fellow at the Manhattan
Institute for Policy Research. Ms. Chavez, a political commentator, writes a
weekly column for USA Today and has contributed articles to the Wall Street
Journal, The New Republic and the Washington Post. Ms. Chavez has appeared on
The McLaughlin Group and NewsHour with Jim Lehrer. In 1985, Ms. Chavez was
appointed Director of the Office of Public Liaison for the White House and from
1983 to 1985 was Director of the U.S. Commission on Civil Rights.
A.A. Meitz (age 58) was elected to the Board of Directors on November 21,
1995. Mr. Meitz is a retired Senior Vice President of Booz Allen & Hamilton
where he was employed from 1965 to 1994. From 1981 to 1983 Mr. Meitz served as a
member of that firm's board of directors. Mr. Meitz also serves as a director of
Banctec, Inc., Associated Materials Corporation, and Northern Trust Bank of
Texas. He is a member of the Executive Board of the Cox School of Business at
Southern Methodist University. Mr. Meitz was also the Chairman of the Texas
Senate Advisory Committee on Business, Technology and Education from 1984 to
1985.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The following discussion of meetings of the Board of Directors or the
committees thereof relates solely to meetings occurring during the period from
January 1, 1995 through December 31, 1995.
The Company has the following standing committees of the Board of
Directors, whose present members are identified below:
Messrs. Plaskett (Chairman), Lentzsch and Nageotte currently serve as
members of the Executive Committee. During the fiscal year ended December 31,
1995, this committee met four (4) times. The Executive Committee possesses the
powers and discharges the duties of the Board of Directors during interim
periods between meetings of the full Board of Directors.
Dr. Osborne (Chairman), Ms. Chavez and Messrs. Nageotte and Werlin
currently serve as members of the Audit Committee. During the fiscal year ended
December 31, 1995, this committee met six (6) times. The Audit Committee is
responsible for determining that appropriate procedures exist and are observed
relating to financial reporting and disclosure and that required accounting
practices, policies and procedures and internal control systems are established
and adhered to in the preparation of the Company's financial reports and
financial disclosures. The Audit Committee also is responsible for recommending
the engagement of the independent public accountants to the Board of Directors.
Messrs. Caley (Chairman), Meitz, Osborne, Peck and Werlin currently serve
as members of the Compensation and Organization Committee. During the fiscal
year ended December 31, 1995, this committee met five (5) times. The
Compensation and Organization Committee is responsible for reviewing all
compensation related matters, including the compensation of the executive
officers of the Company. The Compensation and Organization Committee is
authorized to retain a compensation consultant to advise it on compensation
arrangements for the senior management of the Company.
5
<PAGE> 8
Messrs. Lentzsch (Chairman), Caley, Peck and Plaskett serve as members of
the Committee on Directors. The Committee on Directors met four (4) times during
the fiscal year ended December 31, 1995. The Committee on Directors is
responsible for nominating candidates to serve as directors of the Company and
reviewing director compensation and performance.
Messrs. Caley, Lentzsch, Osborne and Plaskett served as members of the
Finance Committee until the Finance Committee was dissolved on May 31, 1995. The
matters formerly within the purview of the Finance Committee are now considered
by the entire Board of Directors. During the fiscal year ended December 31,
1995, this committee met three (3) times. The Finance Committee was responsible
for monitoring the financial affairs of the Company, including evaluating
financial decisions being considered by management and the adequacy of, or the
need for, additional capital resources, and advised the Board of Directors as to
such matters.
During the fiscal year ended December 31, 1995, the Board of Directors met,
telephonically or in person, seven (7) times. No member of the Board of
Directors attended less than 75% of the total number of meetings held by the
Board of Directors and the committees on which the director served.
The Board of Directors' intent is to modify committee assignments and
chairmanships periodically.
STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES
The Bylaws of the Company provide that any stockholder of record who is
entitled to vote for the election of directors at a meeting called for that
purpose may nominate persons for election to the Board of Directors subject to
the following notice requirements:
A stockholder desiring to nominate a person for election to the Board of
Directors must send a written notice to the Secretary of the Company setting
forth (i) as to each person who the stockholder proposes to nominate, all
information required to be disclosed in solicitations of proxies for election of
directors, or as otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (ii) as to the stockholder giving the notice, (A) the name
and address of such stockholder as it appears on the Company's books, and (B)
the class and number of shares of the Company that are owned of record and
beneficially by such stockholder; and (iii) as to the beneficial owner, if any,
on whose behalf the nomination is made (A) the name and address of that person,
and (B) the class and number of shares of the Company that are owned
beneficially by such person.
Pursuant to the Company's Bylaws, to be timely, notice of persons to be
nominated by a stockholder as a director at an annual or a special meeting of
the Board of Directors must be delivered to or mailed and received at the
principal executive offices of the Company (i) in the case of an annual meeting,
not more than 90 days nor less than 60 days before the first anniversary of the
preceding year's meeting (any time from February 22, 1997, to and including
March 24, 1997 with respect to the 1997 annual meeting), or (ii) in the event
that the date of the annual meeting is changed by more than 30 days from such
anniversary date and in the case of a special meeting, notice must be received
not later than the close of business on the tenth day following the earlier of
the day on which notice of the date of the meeting was made or on which public
disclosure of the meeting date was made. The obligation of stockholders to
comply with the foregoing Bylaw provision is in addition to the requirements of
the proxy rules if the stockholder intends to solicit proxies in favor of the
election of the nominee(s).
6
<PAGE> 9
PROPOSAL NO. 2
APPROVAL OF THE GREYHOUND LINES, INC. 1996
EXECUTIVE OFFICER INCENTIVE PLAN
PROPOSAL
The Greyhound Lines, Inc. 1996 Executive Officer Incentive Plan (the
"Plan") was adopted by the Board of Directors on January 23, 1996. The Board has
proposed that the Company's stockholders approve the Plan. The Plan is intended
to provide the Company with a means to pay incentive bonuses to executive
officers in the event that pre-established performance goals are met, while
ensuring that the Company remains entitled to deduct any incentive bonuses paid
to executives for federal tax purposes, notwithstanding the limitation imposed
on the deductibility of compensation paid to certain executive officers of
public corporations by Section 162(m) of the Internal Revenue Code of 1986, as
now in effect or hereafter amended (the "Code") and the regulations thereunder.
PURPOSE, DURATION, AMENDMENT AND TERMINATION
The Company, by means of the Plan, desires to afford certain of its
executive officers ("Executive Officers") an opportunity to receive incentive
compensation from the Company and thus to create in such persons an increased
interest in and a greater concern for the welfare of the Company. The Company
has determined that the foregoing objectives will be promoted by granting bonus
opportunities ("Opportunities") under the Plan to certain executive officers of
the Company pursuant to the Plan. The Plan will become effective upon its
approval by the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present, or represented, and entitled to vote at a
meeting of the stockholders of the Company. Opportunities may be granted before
such approval, but all Opportunities so granted will be conditioned on such
approval and will be void if such approval is not given within 12 months after
the initial adoption of the Plan by the Board of Directors. No Opportunity may
be granted under the Plan more than five years after the Effective Date. The
Board of Directors may at any time terminate the Plan, or make such amendment to
the Plan as it may deem advisable, but no amendment will be effective without
the approval of the stockholders of the Company by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock present, or
represented, and entitled to vote at a meeting of stockholders duly held, if it
were to: materially modify the requirements as to eligibility for participation
in the Plan; materially change the business criteria on which the Performance
Goals (described below under "Performance Goals" ) may be based; or materially
increase the maximum amount that may be paid to an Executive Officer to whom an
Opportunity has been granted and any heir or legal representative to whom an
Opportunity has been transferred by will or the laws of descent and distribution
under the Plan. Neither the adoption nor the existence of the Plan nor of any
Opportunity will alter or limit the power or authority of the Committee (defined
below) or the Board of Directors to establish the compensation of any director,
officer or employee or to establish any other compensatory plan, contract or
arrangement for the directors, officers or employees of the Company.
ADMINISTRATION
The Plan will be administered by a committee of the Board of Directors
consisting of two or more Directors, each of whom is an "outside director" as
described in Section 162(m) of the Code (the "Committee"). Unless the Board of
Directors designates another of its committees to administer the Plan, the Plan
will be administered by a committee consisting of those members of the
Compensation and Organization Committee of the Board of Directors who are
outside directors, but, if the Compensation and Organization Committee is
abolished or its membership does not contain two persons who meet the
requirements of the first sentence of this paragraph, the Board of Directors
will either reconstitute the Compensation and Organization Committee or create
another Committee that complies with these requirements. Subject to the express
provisions of the Plan and in addition to the powers expressly granted by the
Plan, the Committee has the authority, in its discretion, to: determine which
persons are eligible to receive and who will receive an Opportunity under the
Plan (the "Participants"); grant Opportunities and determine their terms and
conditions; certify that Performance Goals have been attained; define,
prescribe, amend and rescind rules,
7
<PAGE> 10
regulations, procedures, terms and conditions relating to the Plan; and make all
other determinations necessary or advisable for administering the Plan,
including, but not limited to, interpreting the Plan, correcting defects,
reconciling inconsistencies and resolving ambiguities; and review and resolve
all claims.
OPPORTUNITIES
Only Executive Officers who are not members of the Committee will be
eligible to participate in the Plan. As of April 1, 1996 approximately 14
persons were Executive Officers who are not members of the Committee; however,
it is anticipated that only the five Executive Officers named in the table below
will receive benefits under the Plan in 1996. The Committee will determine which
Participants will receive Opportunities, the times when they will receive them
and the terms and conditions of individual Opportunity grants, which need not be
uniform among Participants. An individual Participant may receive or hold more
than one Opportunity, and the Opportunities held by an individual Participant
need not be identical. An Opportunity is the right to receive a payment of money
under the Plan upon the attainment of a Performance Goal selected by the
Committee, during a time period (the "Performance Period") specified by the
Committee. The terms and conditions of each Opportunity will be established in
writing by the Committee at a time when the outcome of the Opportunity is still
substantially uncertain and not more than 90 days after the commencement of the
Performance Period nor after more than 25% of the Performance Period has
elapsed.
PLAN BENEFITS
The following table sets forth the benefits that will be received under the
Plan by (a) each of the Named Executive Officers (see "EXECUTIVE
COMPENSATION -- Compensation"), (b) the current executive officers of the
Company as a group, (c) the current directors of the Company who are not
executive officers, as a group, and (d) all employees of the Company, including
all current officers of the Company who are not executive officers of the
Company, as a group, to the extent such Awards are determinable.
1996 EXECUTIVE OFFICER INCENTIVE PLAN
<TABLE>
<CAPTION>
NAME AND POSITION PLAN BENEFIT(1)
--------------------------------------------------------------------- ---------------
<S> <C>
Craig R. Lentzsch -- President and Chief Executive Officer and
Director........................................................... (2)
Jack W. Haugsland -- Executive Vice President and Chief Operating
Officer............................................................ (3)
Steven L. Korby -- Executive Vice President and Chief Financial
Officer and Treasurer.............................................. (4)
Bradley T. Harslem -- Senior Vice President -- Information Services
and Chief Information Officer...................................... (5)
J. Floyd Holland -- Senior Vice President -- Operations.............. (6)
Executive Officer Group.............................................. (7)
Non-Executive Officer Director Group................................. N/A(8)
Non-Executive Officer Employee Group................................. N/A(8)
</TABLE>
- ---------------
(1) Future grants of Opportunities are discretionary with the Committee and are,
therefore, not currently determinable. See "EXECUTIVE COMPENSATION" for
certain information as to grants under other Company plans made in previous
fiscal years.
(2) For 1996, Mr. Lentzsch was granted an Opportunity under the Plan to receive
between 0 and 110% of his base salary as a Plan benefit based on whether or
not the Company achieves certain performance goals established by the
Compensation and Organization Committee of the Board of Directors on March
12, 1996.
(3) For 1996, Mr. Haugsland was granted an Opportunity under the Plan to receive
between 0 and 90% of his base salary as a Plan benefit based on whether or
not the Company achieves certain performance goals established by the
Compensation and Organization Committee of the Board of Directors on March
12, 1996.
(4) For 1996, Mr. Korby was granted an Opportunity under the Plan to receive
between 0 and 90% of his base salary as a Plan benefit based on whether or
not the Company achieves certain performance goals established by the
Compensation and Organization Committee of the Board of Directors on March
12, 1996.
8
<PAGE> 11
(5) For 1996, Mr. Harslem was granted an Opportunity under the Plan to receive
between 0 and 80% of his base salary as a Plan benefit based on whether or
not the Company achieves certain performance goals established by the
Compensation and Organization Committee of the Board of Directors on March
12, 1996.
(6) For 1996, Mr. Holland was granted an Opportunity under the Plan to receive
between 0 and 80% of his base salary as a Plan benefit based on whether or
not the Company achieves certain performance goals established by the
Compensation and Organization Committee of the Board of Directors on March
12, 1996.
(7) For 1996, as a group, the Executive Officers of the Company, other than the
Officers indicated above, were granted Opportunities under the Plan to
receive between 0 and 70% of their base salary as a Plan benefit based on
whether or not the Company achieves certain performance goals established by
the Compensation and Organization Committee of the Board of Directors on
March 12, 1996.
(8) Participation in the Plan is limited to Executive Officers of the Company.
Directors and non-executive officers may not be granted Opportunities under
the Plan.
PERFORMANCE GOALS
The terms and conditions of each Opportunity must provide that no amount
will be payable thereunder unless a selected Performance Goal is attained. The
Committee may select Performance Goals based on one or more objective business
criteria that apply to the individual Participant, a business unit or the
Company as a whole. Such business criteria may include one or a combination of
the following: stock price, total shareholder return, earnings per share or
return on equity. Other business criteria may be statistics relating to economic
performance including revenue, operating expenses, cash flow, profitability or
earnings (including, but not limited to, earnings before interest, taxes,
depreciation and amortization).
PAYMENTS
The amount payable under an Opportunity will be determined by an objective
formula or standard established by the Committee as part of the terms and
conditions of the Opportunity. The formula or standard may be a mathematical
function or a table and may include base pay and the Performance Goal among its
factors or it may be a set dollar amount. The maximum aggregate amount payable
in any given fiscal year of the Company to any individual under all of the
individual's Opportunities will be $1,500,000. The Committee may reduce or
eliminate the amount payable under an Opportunity at any time before it is paid
for any reason or no reason at all. Payment of the amount realized under an
Opportunity will be made in cash as promptly as reasonably practicable after the
Committee has certified in writing that the Performance Goals and other material
terms and conditions of the Opportunity were, in fact, satisfied. The Company
will have the right to withhold from any payments due under any Opportunity the
amounts of any federal, state or local withholding taxes.
TERMINATION OF EMPLOYMENT
If the employment of a Participant is terminated for cause during a
Performance Period, the Participant will not receive a payment for any
Opportunities relating to that Performance Period or any later Performance
Period. If the employment of a Participant is terminated without cause or by
reason of resignation prior to retirement age, death, disability or retirement
during a Performance Period, the Participant may, in the sole discretion of the
Committee, receive a payout of all or a portion of the Opportunities if the
Performance Goals are attained for that Performance Period. If a Grantee who is
an employee of the Company is absent from work with the Company because of a
physical or mental disability, for purposes of the Plan, such individual will
not be considered to have ended his or her employment with the Company while
such individual has that disability, unless he or she resigns or the Committee
decides otherwise.
TRANSFER RESTRICTIONS
No Opportunity or other benefit under the Plan may be sold, pledged or
otherwise transferred other than by will or the laws of descent and distribution
and any other purported sale, pledge or transfer of any
9
<PAGE> 12
Opportunity or other benefit under the Plan to any third party is void and
ineffective to transfer any Opportunity or other benefit under the Plan.
TAXATION
Grantees will not be taxed upon the grant of an Opportunity but will be
taxed, as ordinary compensation income, on the receipt of payment thereof. The
Company is entitled to a deduction equal to the ordinary compensation income
paid. Opportunities are intended to be performance-based compensation that will
comply with the requirements of Code Section 162(m) and the regulations
thereunder. If the Plan complies with such law and regulations and the Plan
continues to be in compliance, amounts deductible by the Company upon the
payment of Opportunities will not be limited by the cap on the deductibility of
compensation paid to certain executive officers of public corporations which
exceeds $1,000,000. Because Section 162(m) is a new provision of the Code,
compliance may depend upon factors, such as relationships between the Company
and the members of the Committee and periodic reauthorization of the Plan by the
shareholders, which are presently unforeseeable. No assurance can be given that
the Company will remain in compliance with these rules or that non-compliance
will not cause amounts payable under the Plan to become non-deductible.
NEW PLAN BENEFITS
Grants of Opportunities to Executive Officers are discretionary with the
Committee. Opportunities have been granted to Executive Officers for 1996, but
such Opportunities are conditioned on approval of Proposal No. 2. See "EXECUTIVE
COMPENSATION -- Summary Compensation Table" for certain information as to
payments of bonuses under other Company plans made in previous fiscal years.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock present, or represented, and entitled to vote at the Annual Meeting will
be required to approve the Plan. See "VOTING REQUIREMENTS".
BOARD RECOMMENDATION
The Board of Directors unanimously recommends a vote FOR the approval of
the Greyhound Lines, Inc. 1996 Executive Officer Incentive Plan.
PROPOSAL NO. 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the fiscal year ended December 31,
1995 have been audited by Arthur Andersen LLP, independent public accountants. A
representative of Arthur Andersen LLP will be available at the annual meeting to
make an appropriate statement if desired and will be available to respond to
appropriate questions from stockholders.
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountants to examine the Company's financial statements for the fiscal
year ending December 31, 1996 effective upon ratification by the shareholders of
such appointment. Unless otherwise directed, the Proxy will be voted FOR the
ratification of this appointment.
Although shareholder ratification is not required for the selection of
Arthur Andersen LLP, since the Board of Directors has the responsibility for the
selection of the Company's independent auditors and such ratification will not
obligate the Company to continue the services of such firm, the Board of
Directors is submitting the selection for ratification with a view towards
soliciting the shareholders' opinion thereon, which may be taken into
consideration in future deliberations. If the appointment is not ratified, the
Board must then
10
<PAGE> 13
determine whether to appoint other auditors before the end of the current fiscal
year, and in such case, shareholders' opinions would be taken into
consideration.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock present, or represented, and entitled to vote at the Annual Meeting will
be required to approve the Plan. See "VOTING REQUIREMENTS".
BOARD RECOMMENDATION
The Board of Directors unanimously recommends a vote FOR the ratification
of the appointment of Arthur Andersen LLP as independent public accountants of
the Company for the fiscal year ending December 31, 1996.
EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth all compensation, including bonuses, stock
option awards and other payments, paid or accrued by the Company during each of
the fiscal years ended December 31, 1995, 1994 and 1993, to or for the Chief
Executive Officer of the Company, and the four other most highly compensated
executive officers of the Company (the Chief Executive Officer and such other
officers collectively being the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
----------------------------------------- AWARDS
OTHER ------------
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) SATION($)(3) OPTIONS(#) SATION($)(4)
- ----------------------------------- ---- ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Craig R. Lentzsch(5) 1995 350,000 175,000 -- 440,000 79,836
President and Chief Executive 1994 45,096 0 -- 400,000 350,000
Officer and Director 1993 0 0 -- 0 0
Jack W. Haugsland(6) 1995 141,490 64,000 -- 400,000 154,815
Executive Vice President and 1994 0 0 -- 0 0
Chief Operating Officer 1993 0 0 -- 0 0
Steven L. Korby(7) 1995 160,373 54,009 -- 350,000 110,090
Executive Vice President and 1994 0 0 -- 0 0
Chief Financial Officer and 1993 0 0 -- 0 0
Treasurer
Bradley T. Harslem 1995 170,750 52,630 -- 202,500 34,653
Senior Vice President -- 1994 141,831 0 -- 55,000 1,642
Information Services and Chief 1993 10,141 0 -- 0 0
Information Officer
J. Floyd Holland 1995 145,000 43,500 19,293 158,000 60,140
Senior Vice President -- 1994 131,968 0 14,460 30,000 4,390
Operations 1993 117,833 0 13,635 61,500 3,894
</TABLE>
- ---------------
(1) Represents annual salary, including compensation deferred by the Named
Executive Officer pursuant to the Company's 401(k) profit sharing plan.
(2) Represents annual bonus earned by the Named Executive Officer for the
relevant fiscal year.
(3) Except with respect to Mr. Holland for 1995, 1994 and 1993, the dollar
value of the perquisites and other personal benefits, securities or
property paid to each Named Executive Officer did not exceed the lesser of
$50,000 or 10% of the total annual salary and bonus received by such Named
Executive Officer. Of the total other annual compensation received by Mr.
Holland in 1995, 1994 and 1993, $12,000 in
11
<PAGE> 14
each year consisted of a car allowance paid by the Company and in 1995,
$6,303 consisted of supplemental long-term disability insurance premiums
paid by the Company.
(4) For Mr. Haugsland and Mr. Korby for 1995, $125,000 and $75,000
respectively, represent transition bonuses paid upon commencement of
employment. For all other Named Executive Officers, amounts include
contributions made by the Company to the Company's 401(k) profit sharing
plan, premiums paid by the Company for group term life insurance and
accrued benefits relating to the Company's Supplemental Executive
Retirement Plan (the "SERP"), a defined contribution plan. With the
exception of the transition bonuses paid to Mr. Haugsland and Mr. Korby,
the 1995 amounts include $0, $0, $0, $0 and $730 in 401(k) profit sharing
plan contributions; $817, $1,690, $3,230, $1,970 and $4,016 in group term
life insurance premiums; and $79,019, $28,125, $31,860, $32,683 and $55,394
in accrued benefits in the SERP for Messrs. Lentzsch, Haugsland, Korby,
Harslem and Holland, respectively. For Messrs. Lentzsch, Harslem and
Holland, a portion of the 1995 accrued SERP benefits relate to 1994 as
service credit for 1994 was retroactively granted when the SERP was amended
in early 1995.
(5) Mr. Lentzsch became President and Chief Executive Officer effective
November 15, 1994.
(6) Mr. Haugsland became Executive Vice President and Chief Operating Officer
on May 15, 1995.
(7) Mr. Korby became Executive Vice President and Chief Financial Officer and
Treasurer on April 13, 1995.
EMPLOYMENT CONTRACTS
Craig R. Lentzsch. Mr. Lentzsch is entitled to an annual base salary of
$350,000, subject to annual review and adjustments, with a bonus for calendar
year 1995 ranging from $175,000, which was guaranteed, to a bonus, based on
performance, of up to $385,000. Thereafter, Mr. Lentzsch is entitled to receive
an annual bonus in accordance with the Company's MIP as in effect from time to
time. If the Company terminates, or does not renew, Mr. Lentzsch's employment
without cause or Mr. Lentzsch resigns for good reason, the Company must pay Mr.
Lentzsch a lump sum payment equal to two (2) times the sum of: (i) an amount
equal to his then current, annualized base salary, and (ii) the greater of: (x)
the applicable incentive bonus or (y) $100,000. In addition, the options granted
to Mr. Lentzsch in October 1994 that would have vested on the anniversary
immediately following such termination will automatically vest. However, Mr.
Lentzsch's employment contract provides that if there is a change of control (as
defined) and within two years thereafter, Mr. Lentzsch's employment is
terminated for any reason other than cause, death, disability or retirement, or
if he resigns for good reason, Mr. Lentzsch will be entitled to receive: (i)
twice his then-current base salary plus twice all incentive compensation paid to
him during the 12 months preceding the change of control, subject to a "gross
up" should any portion of his severance benefits be subject to any excise or
income taxes and (ii) all options granted in October 1994 become immediately
vested and exercisable on that date. Mr. Lentzsch also participates in the
Company's Supplemental Executive Retirement Plan, and has received past service
credit, for vesting purposes only, related to his former employment with the
Company and its affiliates. Additionally, Mr. Lentzsch is entitled to
participate in the Company's 401(k) plan, medical plan, with waiver of pre-
existing conditions, and other applicable benefit plans and is entitled to
moving benefits, estate, tax and financial planning and a car allowance. The
current term of Mr. Lentzsch's employment contract expires November 15, 1997,
subject to automatic successive one-year renewals unless and until either party
terminates the contract in accordance with the express termination provisions of
the contract.
Jack W. Haugsland. On April 10, 1995, the Board of Directors of the Company
unanimously elected Mr. Haugsland as Executive Vice President and Chief
Operating Officer of the Company. Mr. Haugsland's terms of employment are
governed by an employment contract that continues until May 14, 1997. The term
of Mr. Haugsland's employment contract will automatically renew for an initial
renewal period of two years; thereafter, the contract will renew annually. Mr.
Haugsland is entitled to receive an annual base salary of at least $225,000,
subject to annual review and adjustments. Mr. Haugsland received two transition
bonuses under the contract: (i) $125,000 paid upon the execution of the
contract; and (ii) $64,000 paid in the first quarter of 1996, which reduced his
payments earned in 1995 under the Company's 1995 MIP. He will subsequently
receive an annual bonus in accordance with the Company's MIP as in effect from
time to time. Mr. Haugsland was also granted options to purchase 300,000 shares
which will vest periodically between May 14, 1996 and May 14, 1998. In the event
of a termination or non-renewal without good cause (as
12
<PAGE> 15
defined) prior to May 14, 1999, Mr. Haugsland is entitled to two times the sum
of his then current annualized salary plus the greater of (i) his bonus for the
current year, or (ii) $51,000; after May 14, 1999, he will be entitled to
receive only one and a half times his annual salary plus bonus. In the event of
a change of control (as defined), a termination or non-renewal without good
cause or a resignation with good cause (as defined), all stock options granted
pursuant to the contract will become immediately vested and exercisable. In the
event of a change of control occurring on or prior to May 14, 1999, Mr.
Haugsland will receive two times his then current annualized salary plus
incentive bonus and employee benefits. If a change of control occurs thereafter,
Mr. Haugsland will receive one and a half times his then current annualized
salary plus incentive bonus and employee benefits.
Steven L. Korby. On April 10, 1995, the Board of Directors of the Company
unanimously elected Mr. Korby as Executive Vice President and Chief Financial
Officer of the Company. Mr. Korby's terms of employment are governed by an
employment contract that continues until March 30, 1997. The term of Mr. Korby's
employment contract will automatically renew for an initial renewal period of
two years; thereafter, the contract will renew annually. Mr. Korby is entitled
to receive an annual base salary of at least $212,400, subject to annual review
and adjustments. Mr. Korby received two transition bonuses under the contract:
(i) $75,000 was paid upon the execution of the contract; and (ii) $50,000, paid
in the first quarter of 1996, which reduced his payments earned in 1995 under
the Company's 1995 MIP. He will subsequently receive an annual bonus in
accordance with the Company's MIP as in effect from time to time. Mr. Korby was
also granted options to purchase 300,000 shares which will vest periodically
between April 30, 1996 and April 30, 1998. In the event of a termination or
non-renewal without good cause (as defined) prior to March 30, 1999, Mr. Korby
is entitled to two times the sum of his then current annualized salary plus the
greater of: (i) his bonus for the current year, or (ii) $48,000; after March 30,
1999, he will be entitled to receive only one and a half times his then current
annualized salary plus bonus. In the event of a change of control (as defined),
a termination or non-renewal without good cause or a resignation with good cause
(as defined), all stock options granted pursuant to the contract will become
immediately vested and exercisable. If Mr. Korby's employment with the Company
is terminated due to a change of control occurring on or prior to March 30,
1999, Mr. Korby will receive two times his then current annualized salary plus
incentive bonus and employee benefits. If a change of control occurs thereafter,
Mr. Korby will receive one and a half times his then current annualized salary
plus incentive bonus and employee benefits.
SEVERANCE ARRANGEMENTS
By Company policy, executive officers of the Company, not otherwise subject
to an employment contract or other written severance arrangement, are entitled
to severance pay in the event that employment is terminated for lack of duties
or rearrangement of duties, including force reduction-related terminations. The
severance pay eligibility ranges from 6 to 12 months of the executive officer's
annual base salary on the date of termination varying with the job grade of the
executive. In order to receive any benefit greater than one week's salary, the
executive officer must execute a release of claims.
DIRECTORS' COMPENSATION
Directors of the Company are entitled to reimbursement of their reasonable
out-of-pocket expenses in connection with their travel to and attendance at
meetings of the Board of Directors or committees thereof. In addition, each
director of the Company who is not also an officer or employee of the Company
(an "Outside Director") receives an annual retainer of $25,000 (other than the
Chairman of the Board, who receives an annual retainer of $45,000), and a fee of
$1,000 for each meeting of the Board of Directors at which such director is
present (or $500 in the case of a telephonic meeting). Each Outside Director who
is a member of a committee of the Board of Directors also receives a fee of $750
(other than the Chairman of the committee, who receives a fee of $1,000) for
each meeting of such committee at which the director is present.
Outside Directors are entitled to stock option grants under the Company's
1995 Directors' Stock Incentive Plan. Each Outside Director elected or
re-elected at the Company's annual meeting of stockholders is automatically
granted options to purchase 20,000 shares. Outside Directors appointed to fill a
vacancy on the Board of Directors during the middle of a term receive a pro rata
grant of the 20,000 shares. The exercise
13
<PAGE> 16
price of all option grants is the fair market value of a share of Common Stock
on the date of grant. Each option lapses and ceases to be exercisable upon the
earliest of 10 years from the date of grant, six months after the Outside
Director ceases to be a director because of death or disability, immediately if
the Outside Director is removed from office for cause by action of the
stockholders of the Company in accordance with the Bylaws of the Company and the
General Corporation Law of the State of Delaware or if the Outside Director
voluntarily terminates service on the Board of Directors without the consent of
the Company, 5 years after the date on which the Outside Director terminates
service (other than for death, disability, for cause or without consent) if, at
the time of termination, the Outside Director has served at least a three-year
term of office, or 30 days after the date on which the Outside Director
terminates service (other than death, disability, for cause or without consent)
if, at the time of termination, the Participant has not served at least a
three-year term of office. Notwithstanding the foregoing, all options that have
not previously been exercised nor lapsed and ceased to be exercisable, will vest
and become exercisable upon the occurrence of any change in control.
STOCK OPTION PLANS
The following table reflects all options granted to the Named Executive
Officers of the Company during 1995 under the Company's 1991, 1993 and 1995
Stock Option and Incentive Plans. Additionally, the present value of the options
at the grant date is provided. The present value is calculated using the
Black-Scholes model, which is a mathematical formula widely used to value stock
options. This formula considers a number of factors including the stock's
volatility, dividend rate, term of the option and interest rates to estimate the
option's present value. The stock option's ultimate value, regardless of its
estimated value, will be dependent on the market value of the Common Stock at a
future date when the stock option becomes exercisable and is exercised. This
market value will depend on the efforts of the Company to increase the
profitability of the Company for all stockholders.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------
NUMBER OF % OF TOTAL GRANT DATE
SECURITIES OPTIONS VALUE
UNDERLYING GRANTED TO -------------
OPTIONS EMPLOYEES EXERCISE GRANT DATE
NAME GRANTED(#) IN FISCAL YEAR PRICE($/SH) EXPIRATION DATE PRESENT VALUE
- --------------------------- ---------- -------------- ----------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Craig R. Lentzsch.......... 440,000(1) 11.30 1.66 January 24, 2000 457,600(5)
Jack W. Haugsland.......... 300,000(2) 7.71 2.31 March 31, 2005 561,000(6)
100,000(3) 2.57 3.09 May 26, 2002 224,000(7)
Steven L. Korby............ 300,000(4) 7.71 2.31 March 31, 2005 561,000(6)
50,000(3) 1.28 3.09 May 26, 2002 112,000(7)
Bradley T. Harslem......... 27,500(1) 0.71 1.66 January 24, 2000 28,600(5)
175,000(3) 4.50 3.09 May 26, 2002 392,000(7)
J. Floyd Holland........... 33,000(1) 0.85 1.66 January 24, 2000 34,320(5)
125,000(3) 3.21 3.09 May 26, 2002 280,000(7)
</TABLE>
- ---------------
(1) Forty percent of the options granted will become exercisable on and after
January 24, 1996, 40% will become exercisable on and after January 24,
1997, and 20% will become exercisable on and after January 24, 1998.
(2) Forty percent of the options granted will become exercisable on and after
May 14, 1996, 40% will become exercisable on and after May 14, 1997, and
20% will become exercisable on and after May 14, 1998.
(3) Twenty-five percent of the options granted will become exercisable on and
after May 26, 1996, 25% will become exercisable on and after May 26, 1997,
25% will become exercisable on and after May 26, 1998, and the remaining
25% will become exercisable on and after May 26, 1999.
(4) Forty percent of the options granted will become exercisable on and after
April 30, 1996, 40% will become exercisable on and after April 30, 1997,
and 20% will become exercisable on and after April 30, 1998.
14
<PAGE> 17
(5) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 66.00%,
risk-free rate of return at grant date of 7.76%, annual dividend yield of
$0, option term of five years from grant date and stock price at grant date
of $1.66.
(6) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 67.89%,
risk-free rate of return at grant date of 7.20%, annual dividend yield of
$0, option term of ten years from grant date and stock price at grant date
of $2.31.
(7) Assumptions used in calculating grant date present value under the
Black-Scholes model include stock price volatility at grant date of 70.79%,
risk-free rate of return at grant date of 6.50%, annual dividend yield of
$0, option term of seven years from grant date and stock price at grant
date of $3.09.
The following table reflects information with respect to option exercises
by the Named Executive Officers during the year ended December 31, 1995, and
information with respect to the unexercised options to purchase the Company's
Common Stock granted under the 1991, 1993 and 1995 Stock Option and Incentive
Plans to the Named Executive Officers and held by them at December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS
SHARES 1995(#) AT DECEMBER 31, 1995($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Craig R. Lentzsch........... 0 0 200,000 640,000 450,000 1,616,000
Jack W. Haugsland........... 0 0 0 400,000 0 722,000
Steven L. Korby............. 0 0 0 350,000 0 661,000
Bradley T. Harslem.......... 0 0 28,000 229,500 14,700 308,425
J. Floyd Holland............ 0 0 40,500 229,000 17,640 266,410
</TABLE>
- ---------------
(1) Computed based upon the difference between $4.31 per share, the fair market
value at the close of December 31, 1995, and aggregate exercise price of
the options.
LONG-TERM INCENTIVE PLANS
The Company does not maintain any long-term incentive plan under which
awards were granted or paid during 1995.
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Organization Committee of the Board of Directors
currently consists of Messrs. Caley, Meitz, Osborne, Peck and Werlin. See
"Committees and Meetings of the Board of Directors". There were no interlocks on
the part of any members of the Compensation and Organization Committee in 1995,
and none of the members is a former or current officer, employee or consultant
of the Company.
REPORT OF THE COMPENSATION COMMITTEE
The members of the Compensation and Organization Committee (the
"Compensation Committee") of the Board of Directors, composed entirely of
non-employee directors, have the duty to review the compensation levels and
performance of executive officers, including the Named Executive Officers, to
establish, approve and monitor the Company's compensation programs and policies
and to review officer candidates and consider officer succession and related
matters. In addition, the Compensation Committee administers the Company's
Management Incentive Plans (the "MIPs") and the 1991, 1993 and 1995 Stock Option
and Incentive Plans. The Compensation Committee formulates and maintains
continuous oversight of all aspects of compensation for the executive officers.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company's executive compensation program consists of three main
components:
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<PAGE> 18
- Base salary. Executive officers' salaries are generally subject to
annual review and adjustment based on a standardized performance
review process. Based on the Company's financial performance during
1994, no annual salary reviews were done in 1995.
- A potential for an annual incentive payment under the Company's MIPs,
based on the Company's financial performance relative to specific
objectives established during a fiscal year. Each year the
Compensation Committee establishes financial performance targets which
the Company must achieve in order for payments to be made.
- The opportunity to receive equity-based compensation, in the form of
options to purchase the Company's Common Stock or other stock-related
awards, linked to the long-term performance of the Company.
The compensation policy of the Company, which is established and
administered by the Compensation Committee, is that a substantial portion of the
annual compensation of each executive officer must relate to and be contingent
upon the financial performance of the Company, as well as the individual
contribution of each executive officer. As a result, much of each executive
officer's annual compensation is "at risk," with incentive payments, at target
levels, providing up to 55% of an individual's base salary. Additionally,
compensation policies are designed to provide significant equity-based
incentives for executives to ensure that they are motivated over the long term
to respond to the Company's business challenges and opportunities as
stockholders rather than just as employees.
In establishing base salaries, benefit plans and cash and equity-based
incentive plans for its executive officers, the Compensation Committee uses the
services of a compensation consulting firm to advise the committee. The
consulting firm provides advice to the Compensation Committee with respect to
the reasonableness of compensation and benefits paid to the Company's executive
officers. In doing so, that firm compares the compensation paid by the Company
to compensation programs established by other companies. The Compensation
Committee does not compare the Company's programs to any established "peer
group" of companies. However, companies that are in the business of transporting
passengers and freight, companies in the service industry, as well as companies
that have successfully emerged from bankruptcy, have from time to time been used
for comparison. No specific peer group is currently deemed appropriate for
comparison because the Company is the only nationwide bus transportation company
and comparability to other industries is difficult due to the size and financial
condition of the Company. Generally, the Compensation Committee endeavors to pay
competitive salary and benefits, but believes that the Company's compensation
programs are below the average when compared to the programs of other companies
reviewed by the Compensation Committee.
Executive officers are eligible for incentive payments, paid annually under
the Company's MIPs. Those payments can contribute up to 110% of each executive
officer's base salary. At the start of each fiscal year, annual financial goals
for the Company are established by the Compensation Committee. To date, the
Compensation Committee has based the financial targets on: (i) total
consolidated revenues for the Company; and (ii) earnings before interest, taxes,
depreciation and amortization ("EBITDA"). If the 1996 Greyhound Lines, Inc.
Executive Officer Incentive Plan is approved, the Compensation Committee will
have additional flexibility in establishing targets based on a variety of
financial measurements. Each executive officer, including the CEO, is assigned a
target award, which is a percentage of his or her annual base salary. The target
awards range from 10% to 55% of the base salary. The target award is the same
for each executive officer having the same salary grade level in the Company,
although the Compensation Committee reserves the right to reduce a payout to a
Named Executive Officer based on an evaluation of individual performance. Under
the MIP currently in effect, the percentage of the target award received by each
executive officer varies from 0% to 200% of the target award, depending upon
first, whether the revenue target is met, and second, the percentage of the
Company's EBITDA goal attained in the relevant fiscal year. In the case of the
CEO, a separate incentive program was in effect in 1995 that provided a bonus
ranging from $175,000, that was guaranteed, to $385,000, based on achievement of
specified financial goals of the Company in 1995.
The long-term, performance-based compensation of executive officers takes
the form of option awards under the 1991, 1993 and 1995 Stock Option and
Incentive Plans. Option awards are intended to further align
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<PAGE> 19
the interests of the Company's executive officers with those of its
stockholders. The Compensation Committee also has the discretion to make other
stock-related awards, such as stock appreciation rights, performance units or
restricted stock. During 1995, the Compensation Committee made no awards other
than stock option grants. In granting options under the employee stock incentive
plans, the Compensation Committee generally takes into account: (i) each
executive's responsibilities and relative position in the Company, as well as a
subjective evaluation of each executive officer's performance during the prior
and current fiscal year; (ii) the long-term equity-based compensation plans
established by other companies; and (iii) option awards made to each executive
and the executive officers as a group in prior years.
As a matter of policy, the Compensation Committee establishes "step"
vesting provisions where options become exercisable, in general, over a three or
four-year period. All stock option grants are made at the fair market value of
the stock on the date of grant. Options to executives granted since August 1994
generally expire in five or seven years, depending upon the term of vesting. The
Compensation Committee intends to continue this policy, unless special
circumstances warrant a longer term.
During 1995, the Compensation Committee also approved a temporary change in
the Company's severance policy to encourage the retention of senior managers
during the Company's difficult turnaround phase. The Company's Supplemental
Executive Retirement Plan was also modified to reduce the cost and increase the
number of participants. A new non-qualified savings plan, designed to supplement
the Company's 401(k) plan, was also implemented.
The Compensation Committee's policy is to consider the tax deductibility of
compensation expenses when designing and administering compensation plans. The
Omnibus Budget Reconciliation Act of 1993, as reflected in regulations under
Section 162(m) of the Internal Revenue Code, places a limit on the amount of
compensation in excess of $1 million that may be paid to the CEO and the four
other most highly compensated executive officers. The Company established the
MIP in 1994 and the 1995 Stock Incentive Plan with performance criteria so that
future payments under the plan will comply with Section 162(m). The proposed
Greyhound Lines, Inc. 1996 Executive Officer Incentive Plan has also been
designed so that the standards of Section 162(m) can be met. Since the IRS
regulations are relatively new, the Compensation Committee will continue to
monitor its plans to determine the tax deductibility implications of Section
162(m).
COMPANY PERFORMANCE AND EXECUTIVE OFFICER COMPENSATION
The Compensation Committee reviewed the Company's 1995 financial
performance relative to the established revenue and EBITDA goals and determined
that the Company met the performance targets established for 1995. The
Compensation Committee determined that the Company achieved 97.5% of the
established EBITDA target. As a result, incentive payments based on 75% of the
individual MIP target percentage was paid to MIP participants, including
executive officers. This marked the first MIP payout in three years. The only
other bonuses paid during 1995 were transition bonuses that the Compensation
Committee deemed necessary to recruit new executive officers hired to fill open
positions.
During 1995, the Company's President and Chief Executive Officer, Craig R.
Lentzsch, was paid an annual base salary of $350,000, based on the terms of his
employment contract. For 1995, Mr. Lentzsch, will receive a bonus of $175,000,
the minimum amount payable under his employment contract. Mr. Lentzsch was
eligible for a bonus of up to $385,000. Any amount payable over the $175,000
minimum was "at risk" and was payable only upon the achievement of specified
financial targets. These financial targets were not met; thus, Mr. Lentzsch did
not qualify for the "at risk" bonus. Mr. Lentzsch also received stock options to
purchase up to 440,000 shares of Common Stock. During 1995, the Compensation
Committee approved two different stock option grants to executive officers, one
grant in January 1995 and one in May 1995. Mr. Lentzsch received the 440,000
share grant in January 1995, but did not participate in the May 1995 program.
The terms of Mr. Lentzsch's employment and compensation reflect the Compensation
Committee's philosophy of creating short term "at risk" incentive pay, as well
as long-term incentives through the use of material stock option grants. The
size and components of Mr. Lentzsch's compensation package were determined by
the Compensation Committee when Mr. Lentzsch was hired in November 1994, with
the intent of establishing a
17
<PAGE> 20
lower base salary than was paid to the former CEO, while at the same time,
placing a greater percentage of total compensation "at risk" and dependent upon
Company performance. It also reflects arms-length bargaining between Mr.
Lentzsch and the Company and the Compensation Committee's effort to attract a
chief executive with substantial bus business experience at a time when the
Company was experiencing difficult financial times.
Compensation and Organization
Committee:
Richard J. Caley
A. A. Meitz
Alfred E. Osborne, Jr.
Stephen M. Peck
Ernest P. Werlin
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<PAGE> 21
STOCK PRICE PERFORMANCE
The following graph depicts the Company's stock price performance relative
to the performance of the Standard & Poor 500 Composite Index and the Standard &
Poor Transportation Index.
[GRAPH]
<TABLE>
<CAPTION>
12/91 12/92 12/93 12/94 12/95
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Greyhound Lines, Inc. 100.00 137.84 124.32 25.00 46.62
- --------------------------------------------------------------------------------
S & P 500 Composite Index 100.00 104.46 111.83 110.11 147.67
- --------------------------------------------------------------------------------
S & P Transportation Index 100.00 106.53 158.20 102.53 140.28
- --------------------------------------------------------------------------------
</TABLE>
The graph above assumes an investment of $100 in the Company's Common
Stock, the Standard & Poor 500 Composite Index and the Standard & Poor
Transportation Index on December 31, 1991, and assumes a reinvestment of all
dividends. The Company has not paid cash dividends on its Common Stock. Note
that the Company's Common Stock price performance on the graph above is not
necessarily indicative of future stock price performance.
VOTING REQUIREMENTS
With regard to Proposal No. 1, the election of directors, votes may be cast
for or votes may be withheld from each nominee. Directors will be elected by
plurality vote. Therefore, votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may not be specified with
respect to the election of directors and, under Delaware law, broker non-votes
(i.e., the failure of a broker to vote on a non-discretionary matter in absence
of instructions from the beneficial owner of the Common Stock) will have no
effect on the outcome of the election of directors.
With regard to Proposals No. 2 and No. 3, the approval of the Greyhound
Lines, Inc. 1996 Executive Officer Incentive Plan and the ratification of the
appointment of Arthur Andersen LLP as the Company's independent public
accountants, votes may be cast for or against these proposals, or stockholders
may abstain from voting. Approval of these proposals requires the affirmative
votes of at least a majority of the shares of Common Stock present or
represented by proxy at the meeting and entitled to vote. Therefore, abstentions
will have the effect of votes against the approval of these proposals and, under
Delaware law, broker non-votes will have no effect on the outcome.
If no directions are specified in any duly signed and dated proxy card
received by the Company, the shares represented by that proxy card will be
counted as present for quorum purposes and will be voted by the named
attorneys-in-fact (i) FOR the election of directors recommended by the Board of
Directors; (ii) FOR approval of the Greyhound Lines, Inc. 1996 Executive Officer
Incentive Plan; (iii) FOR ratification of the appointment of Arthur Andersen LLP
as independent accountants for fiscal year 1996; (iv) in accordance with the
discretion of the named attorneys-in-fact on other matters, if any, properly
brought before the Annual Meeting.
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<PAGE> 22
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission (the
"SEC") initial reports of beneficial ownership and reports of changes in
beneficial ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% beneficial owners of the Company are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with for the year ended December 31, 1995, except that: (a) Frank
L. Nageotte, a director, filed a late Form 3 and a late Form 4 after being
appointed to the Board of Directors in February 1995; (b) Steven L. Korby,
Executive Vice President, Chief Financial Officer and Treasurer filed an amended
Form 3 after joining the Company in April 1995; (c) Stephen M. Peck, a director,
filed a late Form 3 after being elected to the Board of Directors in May 1995;
and (d) Ernest P. Werlin, a director, filed a late Form 3 after being elected to
the Board of Directors in May 1995.
OTHER MATTERS
Frederick F. Richards has been engaged by the Company as an independent
management consultant on an at will basis since November 1994, supplying
consulting services to the Company on a variety of operational and technology
issues. Mr. Richards received $160,000 for these services in 1995 from the
Company. Mr. Richards is the son-in-law of A. A. Meitz, a Director of the
Company since November 21, 1995.
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, it is the intention of the attorneys-in-fact named in the
accompanying proxy to vote in accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's proxy statement
relating to the 1997 Annual Meeting of Stockholders of the Company must be
received no later than December 3, 1996 at the Company's principal executive
offices, 15110 N. Dallas Parkway, Dallas, Texas 75248, directed to the attention
of the Secretary. Stockholders of the Company who intend to nominate candidates
for election as a director or to bring business before the meeting must also
comply with the applicable procedures set forth in the Company's Bylaws (See
"ELECTION OF DIRECTORS -- Stockholder Nomination of Director Candidates"). The
Company will furnish copies of such Bylaw provisions upon written request to the
Secretary of the Company at the aforementioned address.
AVAILABILITY OF FORM 10-K
The Company will provide to any stockholder, without charge, upon written
request of such stockholder, a copy of the Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1995, as filed with the SEC. Such requests should
be addressed to Investor Relations, Greyhound Lines, Inc., P.O. Box 660606,
Dallas, Texas 75266-0606.
The foregoing notice and proxy statement are sent by order of the Board of
Directors.
/s/ MARK E. SOUTHERST
Mark E. Southerst
Vice President and
General Counsel and Secretary
April 15, 1996
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<PAGE> 23
PROXY
GREYHOUND LINES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Thomas G. Plaskett, Craig R. Lentzsch and Mark E. Southerst, or any of
them, with power of substitution to each, are hereby authorized to represent
the undersigned at the Annual Meeting of Stockholders of Greyhound Lines, Inc.
to be held at the Dallas Parkway Hilton Hotel, Gold Ballroom, 4801 LBJ Freeway,
Dallas, Texas, on Thursday May 23, 1996, at 10:00 a.m., local time, and to vote
the number of shares which the undersigned would be entitled to vote if
personallly present on all matters properly coming before the Annual Meeting
or any adjournment thereof. The attorneys-in-fact are authorized to vote in
their discretion upon such other business as may properly come before the
Annual Meeting and any and all adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES, THE 1996
EXECUTIVE OFFICER INCENTIVE PLAN AND THE RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS. THIS PROXY WILL BE VOTED AS
YOU DIRECT; IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED "FOR" EACH OF
THE FOREGOING PROPOSALS.
(Continued on reverse side)
-FOLD AND DETACH HERE-
Admission Ticket
GREYHOUND LINES, INC.
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, MAY 23, 1996
10:00 AM
DALLAS PARKWAY HILTON HOTEL
GOLD BALLROOM
4801 LBJ FREEWAY
DALLAS, TEXAS
-FOLD AND DETACH HERE-
<PAGE> 24
<TABLE>
<S> <C>
(1) ELECTION OF DIRECTORS Instruction: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES. STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
FOR VOTE Withheld
all from all nominees Alfred E. Osborne, Jr., Stephen M. Peck, Ernest P. Werlin
nominees listed to the right
[ ] [ ]
(2) APPROVAL OF 1996 EXECUTIVE OFFICER (3) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS
INCENTIVE PLAN FOR FISCAL YEAR 1996.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
DATED ______________________________________________________, 1996
__________________________________________________________________
Signature
__________________________________________________________________
Signature
Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc., should give full title as such.
If the signer is a corporation, please sign full corporate name by duly
authorized officer. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
-FOLD AND DETACH HERE-
[MAP]
-FOLD AND DETACH HERE AND RETURN WITH YOUR PROXY CARD-
IF YOU ARE RECEIVING MULTIPLE COPIES OF YOUR ANNUAL REPORTS
[ ] MULTIPLE COPIES OF STOCKHOLDER REPORTS ARE BEING RECEIVED AT THIS
ADDRESS. PLEASE DISCONTINUE THESE MAILINGS TO THIS ACCOUNT.
(NOTE: AT LEAST ONE STOCKHOLDER REPORT MUST BE MAILED.)
IF YOU NEED INSTRUCTIONS ON HOW TO TRANSFER YOUR STOCK OR CHANGE
YOUR ADDRESS, PLEASE CALL OUR TRANSFER AGENT, MELLON SECURITIES
TRUST COMPANY, AT 1-800-288-9541.
</TABLE>
