<PAGE>
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE RAYMOND CORPORATION
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CATHY J. HAWKES
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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>
(LOGO)
The Raymond Corporation Telephone 607-656-2311
Corporate Headquarters Fax 607-656-9005
Greene, New York 13778
March 29, 1996
Dear Shareholders:
On behalf of the Board of Directors and Management, I cordially invite you to
attend the Annual Meeting of Shareholders of The Raymond Corporation. The
Annual Meeting will be held on Saturday, May 4, 1996 at 11:00 A.M. in the
Greene Central High School, South Canal Street, Greene, New York. The
enclosed Notice of the Meeting and Proxy Statement contain detailed
information about the business to be transacted at the meeting.
The Board of Directors has nominated three present Directors whose terms of
office expire this year to continue to serve as Directors (Class B). In
addition, I am pleased to announce that Mr. James J. Malvaso, President and
Chief Operating Officer of The Raymond Corporation, appointed to the Board of
Directors on October 12, 1995, is nominated as a Director (Class B) for the
first time. Mr. Malvaso replaces Mr. Lee J. Wolf who resigned from the Board
after a 26 year career as an officer and Director of The Raymond Corporation.
The Corporation is grateful to Mr. Wolf for his dedicated service and numerous
contributions throughout the years. The Board of Directors recommends that you
vote for the four nominees.
You are also being asked to approve the appointment of Ernst & Young LLP
as independent auditors of The Raymond Corporation for 1996. The Board of
Directors recommends that you vote for this proposal.
Please use this opportunity to take part in the affairs of the Corporation by
voting on the business to come before this meeting. Whether or not you plan to
attend the meeting, please complete, sign, date and return the accompanying
proxy in the enclosed postage-paid envelope. Returning the proxy does not
deprive you of your right to attend the meeting and to vote your shares in
person for the matters acted upon at the meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Ross K. Colquhoun
- ------------------------------------
Ross K. Colquhoun
Chairman of the Board and
Chief Executive Officer
<PAGE>
THE RAYMOND CORPORATION
P. O. BOX 130
GREENE, NEW YORK 13778-0130
------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1996
------
To the Shareholders of The Raymond Corporation:
Please take notice that the Annual Meeting of Shareholders of The Raymond
Corporation (the "Corporation") will be held on Saturday, May 4, 1996 at
11:00 A.M. local time, in the Greene Central High School, South Canal Street,
Greene, New York for the following purposes:
(1) To elect four (4) Directors (Class B) to serve for terms of three (3)
years, and until their respective successors are elected and qualified;
(2) To approve the appointment of independent auditors for the year 1996;
and
(3) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 15, 1996
as the record date for the determination of shareholders of the Corporation
entitled to notice of and to vote at the meeting, or any adjournment or
adjournments thereof, and only shareholders of record at such time and date
are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Paul J. Sternberg
---------------------------
Paul J. Sternberg
Secretary
March 29, 1996
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YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, please promptly date,
sign and mail the enclosed proxy, which is being solicited on behalf of the
Board of Directors. A self-addressed return envelope, which requires no
postage if mailed in the United States, is enclosed for that purpose.
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<PAGE>
THE RAYMOND CORPORATION
P.O. BOX 130
GREENE, NEW YORK 13778-0130
MARCH 29, 1996
PROXY STATEMENT
PROXIES, VOTING AND RECORD DATE
This Proxy Statement and the enclosed form of proxy will be mailed to
shareholders on or about March 29, 1996, in connection with a solicitation of
proxies by the Board of Directors of The Raymond Corporation, (the
"Corporation"), a New York corporation, to be used at the Annual Meeting of
Shareholders to be held on Saturday, May 4, 1996 at 11:00 A.M. local time, in
the Greene Central High School, South Canal Street, Greene, New York for the
purposes set forth in the foregoing Notice of Annual Meeting of Shareholders.
The Corporation's corporate headquarters are located at South Canal Street,
Greene, New York, 13778.
The form of proxy enclosed may be revoked at any time before it is voted
by filing with the Secretary a written revocation or a proxy bearing a later
date, or by attending and voting at the meeting. If a shareholder specifies
on an effective proxy how it is to be voted on any of the business to come
before the meeting, it will be voted in accordance with such specifications.
If no specification is made on an effective proxy, it will be voted by the
persons named as proxy holders:
FOR the election as Directors of the Corporation of the four nominees
for Director for three year terms, as listed under the caption "Nominees
for Election as Directors", and
FOR the approval of the selection by the Board of Directors of Ernst &
Young LLP as independent auditors for the Corporation for the 1996 fiscal
year.
In the event other business is brought before the meeting, the enclosed
proxy gives discretionary authority to the persons named therein to vote in
accordance with their judgment.
Other than the election of Directors, which requires a plurality of the
votes cast, the approval of the appointment of auditors requires the
affirmative vote of a majority of the votes cast at the Annual Meeting. For
purposes of determining the number of votes cast for a particular matter,
only those votes cast "For" and "Against" are included. Abstentions and
broker non-votes are counted only for purposes of determining whether a
quorum is present at the meeting.
At the close of business on March 15, 1996, the record date for the
determination of shareholders entitled to vote at the meeting, there were
outstanding and entitled to vote 7,082,938 shares of the Corporation's Common
Stock. Each share of Common Stock entitles the holder to one vote.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 15, 1996, the number of shares
of the Corporation's Common Stock beneficially owned by each of its Directors
and nominees for Director, each executive officer named in the Summary
Compensation Table, and all Directors and officers as a group, based upon
information obtained from such persons:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
---------------------------------------------------------
Sole Voting Options
and Exercisable Other Percent
Name of Individual Investment Within Beneficial of
or Group Power 60 days Ownership Class
--------------- ............... ------------- ------------- ------------ ---------
<S> <C> <C> <C> <C>
Ross K. Colquhoun ............. 146,414 69,770 -0- 2.9%
James J. Malvaso .............. 383 5,723 1,374(1) *
41,870(2)
James F. Matthews ............. -0- 2,036 5,250(1) *
John E. Mott .................. 1,903 7,797 -0- *
Michael R. Porter ............. 1,323 7,797 -0- *
George G. Raymond, Jr. ........ 599,396 -0- 160,557(3) 13.7%
252,567(4)
Arthur M. Richardson .......... 1,014 8,673 41,870(2) *
Dr. M. Richard Rose ........... 6,608 9,357 -0- *
John V. Sponyoe ............... 1,000 920 -0- *
Michael O. Womack ............. 26,276 920 41,870(2) *
Jerome R. Dinn ................ 4,148 15,389 -0- *
Margaret L. Gallagher ......... 11,356 42,446 -0- *
William B. Lynn ............... -0- 41,376 11,605(1)
41,870(2)
674(5) 1.3%
All officers and Directors as a
group (19 persons) ........... 803,662 295,333 478,493 21.3%
</TABLE>
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* Indicates less than one percent ownership.
(1) Shares held jointly with spouse.
(2) Shares held in the Corporation's Profit Sharing Plans, of which Messrs.
Lynn, Malvaso, Richardson and Womack are trustees.
(3) Shares held by the Raymond Foundation, of which Mr. Raymond is a trustee.
(4) Shares held in family trusts, of which Mr. Raymond is co-trustee.
(5) Shares held in trust for son.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based on filings with the Securities and Exchange Commission the following
persons and institutions are known by the Corporation to beneficially own
more than five percent of the outstanding shares of Common Stock of the
Corporation:
<TABLE>
<CAPTION>
Name and Address of Shares Beneficially % of
Title of Class Beneficial Owner Owned(1) Class
- -------....... ----------------------------------- ------------------- -------
<S> <C> <C> <C>
Common Stock... George G. Raymond, Jr. The Raymond 1,012,520(2) 14.3%
Corporation Greene, New York 13778-0130
Common Stock... ICM Asset Management, Inc. 601 W. Main 807,476(3) 11.4%
Ave., Suite 917 Spokane, Washington
99201
Common Stock... Pioneering Management Corporation 60 702,820(4) 9.9%
State Street Boston, Massachusetts
02109
Common Stock... Madeleine R. Young 401 E. Linton 502,142(5) 7.1%
Boulevard Apartment 629 DelRay, Florida
33483
Common Stock... David L. Babson & Co., Inc. One Memorial 480,682(6) 6.8%
Drive Cambridge, Massachusetts
02142-1300
Common Stock... The Huntington Trust Company, N.A. 41 392,609(7) 5.5%
South High Street, Suite 3400 Columbus,
Ohio 43287
</TABLE>
- ------
(1) Shareholder has sole voting and sole dispositive power unless otherwise
indicated.
(2) Includes 160,557 shares held by the Raymond Foundation, of which Mr.
Raymond is a trustee. Includes 245,811 shares in family trusts of which
Mr. Raymond, Madeleine R. Young and The Huntington Trust Company of
Florida, N. A. are co-trustees and 6,756 shares in a family trust of
which Mr. Raymond and Marine Midland Bank, N. A. are co-trustees. Mr.
Raymond has shared voting and dispositive power over 413,124 shares.
(3) ICM Asset Management, Inc. reports sole voting power over 498,700 shares.
(4) Pioneering Management Corporation reports shared dispositive power over
276,820 shares.
(5) Includes 160,557 shares held by the Raymond Foundation, of which Mrs.
Young is a trustee. Includes 245,811 shares in family trusts of which
Mrs. Young, Mr. Raymond and The Huntington Trust Company of Florida, N.A.
are co-trustees. Mrs. Young reports shared voting and dispositive power
over 406,368 shares.
(6) David L. Babson & Co., Inc. reports shared voting power over 121,154
shares.
(7) The Huntington Trust Company, N.A. ("Huntington") reports shared voting
power over 375,339 shares; sole dispositive power over 15,313 shares and
shared dispositive power over 375,339 shares. Huntington is the bank
depository for various Raymond family-owned shares.
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<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of 10 Directors. The Board
is divided into three classes as nearly equal in number as possible. At each
Annual Meeting, Directors constituting one class are nominated for election.
Four (4) Directors of the Corporation are to be elected at this meeting to
serve for terms of three (3) years, and until their respective successors are
elected and qualified.
The shares represented by the enclosed proxy will be voted for the
election of James J. Malvaso, Michael R. Porter, George G. Raymond, Jr. and
Dr. M. Richard Rose unless authority to vote the shares for the election of
Directors is withheld. The Board of Directors believes that all nominees will
be available and able to serve as Directors. If for any reason any nominee
becomes unavailable prior to the Annual Meeting to serve, it is expected that
either (a) the persons named in the proxy will vote for another nominee or
nominees to be selected by the Board of Directors, or (b) the number of
Directors will be reduced accordingly.
The following contains certain information as of March 15, 1996, with
respect to the persons who have been nominated to serve three year terms as
Directors and for the Corporation's other Directors who are currently serving
terms expiring in 1997 and 1998.
NOMINEES FOR ELECTION AS DIRECTORS
JAMES J. MALVASO Appointed Director 1995
Mr. Malvaso, 45, was appointed President and Chief Operating Officer of
the Corporation in August 1995 and was appointed to the Board of Directors in
October 1995. He served as Vice President-Operations of the Corporation from
October 1993 until August 1995 and previously had served from 1990 to 1993 as
Vice President of Operations of Pfaudler-U.S. Inc., a leading manufacturer of
glass-lined reactors, pressure vessels and accessories. Mr. Malvaso is an
advisory board member of Stow Manufacturing Company.
MICHAEL R. PORTER Director since 1989
Mr. Porter, 49, has been President of Nexus Corporation, a greenhouse
manufacturing company, since January 1994. Previously, during 1993-1994, he
was President of Phiji Group, Inc., an investment company, and prior thereto
he was President and General Manager of Diversified Transmission Products,
Borg Warner Automotive Inc. from 1991 to 1993 and Vice President and General
Manager of Borg Warner Automotive Transmission and Engine Components from
1984 to 1991.
GEORGE G. RAYMOND, JR. Director since 1946
Mr. Raymond, 74, served as Chairman of the Board of the Corporation from
1973 until August 1995. He is a lifetime trustee of Alfred University.
DR. M. RICHARD ROSE Director since 1979
Dr. Rose, 63, served as President of Rochester Institute of Technology
from 1979 to 1992. He is a member of the Boards of Directors of Rochester Gas
and Electric Corporation, Baldwin Technology Company, Inc. and Webcraft
Technologies, Inc. and is a trustee of Roberts Wesleyan College.
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<PAGE>
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES AT THE 1997 ANNUAL MEETING
JAMES F. MATTHEWS Director since 1994
Mr. Matthews, 61, has been the President of The Matco Group, Inc., a
diversified holding company, since 1965. He is a Director or trustee of
several civic and charitable organizations including the Northeast Regional
Advisory Board of Chase Manhattan Bank, Broome County Charities, Lourdes
Hospital, Mom's House and Syracuse Cancer Research Institute.
JOHN E. MOTT Director since 1974
Mr. Mott, 71, is Secretary of Raymond Industrial Equipment, Limited, a
wholly-owned Canadian subsidiary of the Corporation. Formerly, he served as
Chairman of the Board of Raymond Industrial Equipment, Limited and Vice
President-International Operations of the Corporation. Mr. Mott is also
President of Twenty-Five Investments Ltd., a Canadian investment company.
ARTHUR M. RICHARDSON Director since 1984
Mr. Richardson, 69, has been President of Richardson Capital Corporation,
a venture capital company, since 1985. He is a member of the Boards of
Directors of Goulds Pumps, Inc., Rochester Gas and Electric Corporation,
Transmation Corp., Horus Therapeutic Inc. and Microlytics Inc. Mr. Richardson
also serves as a trustee of the University of Rochester.
TERM EXPIRES AT THE 1998 ANNUAL MEETING
ROSS K. COLQUHOUN Director since 1984
Mr. Colquhoun, 65, was named Chairman of the Board and Chief Executive
Officer of the Corporation in August 1995. Previously, Mr. Colquhoun served
as President and Chief Executive Officer of the Corporation from July 1987 to
August 1995. He is also Chairman of the Board of G. N. Johnston Equipment Co.
Ltd., Associated Material Handling Industries, Inc. and Material Handling
Associates, Inc. ("M.H.A."), the Corporation's joint venture company with
Mitsubishi Caterpillar Forklift America Inc.
JOHN V. SPONYOE Director since 1995
Mr. Sponyoe, 57, is the President of Loral Federal Systems-Owego, a
division of Loral Corporation, a developer and manufacturer of hardware and
software systems. From June 1987 through February 1994, he was Vice President
and General Manager of IBM Federal Systems Company-Owego. Mr. Sponyoe is a
member of the Board of Directors of BSB Bank & Trust Company and a Director
or trustee of several educational, civic and charitable organizations,
including Roberson Museum & Science Center, WSKG public television and radio
and Binghamton University School of Management.
5
<PAGE>
MICHAEL O. WOMACK Director since 1995
Mr. Womack, 54, has been the President of Womack Material Handling
Systems, Inc. since June 1978. Located in Wallingford, Connecticut, Womack
Material Handling Systems, Inc. is a member of the Corporation's Dealer
Network.
Unless otherwise indicated, the principal occupations of all the Directors
have been set forth for five years or more, except that certain of the
Directors have served their present employers in other executive capacities
during such period. Mr. Raymond may be considered, because of his stock
ownership, a "control person" of the Corporation.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Corporation's knowledge, based solely on review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required during the fiscal year ended December 31, 1995,
all Section 16(a) filing requirements applicable to its officers, Directors
and greater than ten percent beneficial owners were complied with.
COMMITTEES OF THE BOARD OF DIRECTORS
Committees of the Board include the Executive, Finance, Human Resource,
Executive Compensation, Audit and Pension Plan Review Committees. There is no
nominating committee. The nominating function is fulfilled by the Human
Resource Committee. The Human Resource Committee will consider nominees for
Directors recommended by shareholders. Although no formal procedure has been
established, shareholders may submit recommendations to the Secretary of the
Corporation at P. O. Box 130, Greene, New York, 13778 at the time set forth
for submitting shareholder proposals.
The Executive Committee presently has four members: Messrs. Raymond,
Porter, Richardson and Rose. The function of this committee is to act in
place of the Board between Board Meetings in the event a matter requires
immediate attention. This committee held no meetings in 1995.
The Finance Committee presently has four members: Messrs. Richardson,
Malvaso, Raymond and Sponyoe. The function of this committee is to review
capital requirements and make recommendations to the Board of Directors with
respect thereto. This committee held two meetings in l995.
The Human Resource Committee presently has four members: Messrs. Rose,
Matthews, Porter and Raymond. The Committee has the responsibility of
reviewing management practices and matters of employee relations, training
programs and affirmative action. The Human Resource Committee held three
meetings in 1995.
The Executive Compensation Committee presently has three members: Messrs.
Rose, Matthews and Porter. The Executive Compensation Committee reviews the
Corporation's compensation philosophy and programs, sets compensation for the
Chief Executive Officer and authorizes executive compensation to officers. It
also is responsible for the administration of the Corporation's Stock Option
Plans. The Executive Compensation Committee held one meeting in 1995.
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<PAGE>
The Audit Committee presently has four members: Messrs. Porter, Matthews,
Mott and Sponyoe. The functions of the Audit Committee are to receive and
review the audits of the Corporation's books by outside independent auditors,
to review the internal audit function, to consider matters of accounting
policy and to investigate and make a recommendation to the Board of Directors
each year with respect to the appointment of independent auditors for the
following year. This committee held two meetings in 1995.
The Pension Plan Review Committee presently has four members: Messrs.
Womack, Malvaso, Mott and Richardson. This Committee reviews the Pension
Plans of the Corporation and makes recommendations to the Board with respect
thereto. This committee held two meetings in 1995.
Pursuant to the Bylaws of the Corporation, Mr. Colquhoun is an ex officio
member of all committees of the Board except for the Audit Committee and the
Executive Compensation Committee.
The Board of Directors met five times during Fiscal 1995. No incumbent
Director attended fewer than 75% of the total number of meetings of the Board
and Committees on which the Director served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors Dr. M. Richard Rose, James F. Matthews and Michael R. Porter
comprise the Corporation's Executive Compensation Committee. Messrs. Rose,
Matthews and Porter are nonemployee Directors of the Corporation and none of
them are a former officer of the Corporation or any of its subsidiaries.
James F. Matthews is the President and 100% owner of The Matco Group, Inc.
The Corporation does business with several of Mr. Matthews' companies,
including Wholesale Electric Supply Corp., a supplier of electrical wiring
materials, U. S. Assemblies Endicott, Inc., a supplier of assembled printed
circuit boards and Matthews Leasing Corp., an automobile leasing company. In
1995, the Corporation paid $3,031,000 for services and materials supplied by
Mr. Matthews' companies to the Corporation in the ordinary course of
business.
DIRECTORS' REMUNERATION
Directors who are employees of the Corporation receive no compensation for
their service as Directors or as members of committees. Each Director who is
not an employee of the Corporation ("Outside Director") receives or is
credited with the following fees: annual retainer, $12,000 per year, $800 for
each Board meeting attended and $800 for each committee meeting attended with
a maximum of one paid committee meeting fee per day.
George G. Raymond, Jr. is a paid consultant to the Corporation. The
Corporation recognizes Mr. Raymond's associations, contacts, experience and
expertise developed over the years and considers his contributions valuable
to the Corporation in expanding its present operations and making them more
profitable. Mr. Raymond will participate in specific corporate events at the
request of the Chief Executive Officer and will be paid $101,200 in 1996 for
his consulting services. The consulting agreement expires December 31, 1996.
Mr. Raymond receives no compensation for his service as a Board member.
Members of the Board of Directors participate in the Corporation's Stock
Option Plan. The Plan provides each of the Outside Directors with automatic
annual option grants to purchase for up to ten years that number of shares of
the Corporation's Common Stock equal to the average compensation paid to the
Outside Directors divided by the fair market value per share on the date of
the grant.
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<PAGE>
Outside Directors also may participate in the Corporation's Deferred
Compensation Plan for Exempt Employees, which permits deferral of
compensation and provides for interest at the prime rate on the amounts
deferred. In 1995, Lee J. Wolf, former Director who resigned from the Board
in October 1995, participated in the Plan.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee of the Board of Directors (the
"Committee") is comprised of three independent nonemployee Directors. As
noted earlier in this proxy statement, the Committee's duties include
recommending to the Board of Directors the base salary for the Chief
Executive Officer ("CEO") and all other executive officers and administering
the Corporation's Stock Option Plan.
COMPENSATION POLICY AND OVERALL OBJECTIVES
The Committee believes that compensation of the Corporation's key
executive employees should:
-- attract, retain and motivate a high caliber of executives, since the
performance of these employees on a long-term basis is vital to the
success of the business.
-- link rewards to business results and shareholder returns.
-- provide variable, at risk compensation that is dependent upon the
level of success in meeting specified individual and corporate goals.
-- encourage executives to become shareholders of the Corporation
promoting identification with the Corporation's shareholders and their
interests.
The Committee annually reviews and compares the Corporation's compensation
programs for its executive officers with that of other North American durable
goods manufacturing companies including those of comparable sales volume,
employment levels, product and service offerings. A number of these companies
are included in the Value Line Machinery Peer Group referred to in the
performance graph on page 12.
The key elements of the Corporation's executive compensation policy are
base salary, annual incentives in the form of a cash bonus and long-term
incentives in the form of stock options. The Committee evaluates base
salaries in accordance with its policy of focusing on individual performance
and competitive market conditions. The other two components, annual cash
incentives and long-term incentives are designed to increase motivation for
achieving strategic objectives. Compensation received from these two
components are directly linked to business results.
BASE SALARY
Base salaries are targeted to average pay levels of executive officers in
comparable North American durable goods manufacturing companies, as noted
previously. The Committee also reviews salary information supplied by outside
consultants when establishing base salary structures.
Salaries within these structures vary by individual and when reviewing
each executive officer's salary, the Committee considers the executive's
level of performance, responsibility, prior experience, breadth of knowledge,
abilities, equity issues relating to pay of other Corporate executives and
external pay practices. In making salary recommendations or decisions, the
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Committee exercises its discretion and judgment based on these factors. No
specific formula is applied to determine the weight of any one factor.
The base salary for the Corporation's CEO, Ross K. Colquhoun, was reviewed
in March 1995 by the Committee. The Committee reviewed Mr. Colquhoun's salary
based on its assessment of the Corporation's financial and non-financial
performance. The Committee has identified several factors which are critical
to the Corporation's success including growth in shareholder value, sales
growth, earnings per share growth and the development of new products. As a
result of Mr. Colquhoun's vision and leadership, the Corporation achieved
records in essentially all critical areas including new equipment orders,
revenues, profit and earnings. The Committee concluded that Mr. Colquhoun's
efforts improved the Corporation's presence in domestic and international
markets and enabled the Corporation to secure a number of Original Equipment
Manufacturer ("O.E.M.") agreements in 1995, which are expected to produce
revenues and profits in the years ahead. For the year 1995, the Committee
authorized a base salary of $381,471 for Mr. Colquhoun. This amount places
him at the average level of salaries for CEO's in comparable North American
durable goods manufacturing companies as reported in the Watson Wyatt Data
Services Top Management Report.
ANNUAL CASH INCENTIVE
Consistent with the overall objectives described above, annual cash
incentives are awarded pursuant to the Corporation's Executive Bonus Plan.
This Plan promotes the Corporation's "pay for performance" philosophy by
providing executives with financial reward in the form of annual cash bonuses
based upon the achievement of specific, predetermined goals and the
Corporation's profit after providing for return on shareholders' equity.
In 1994, the specifically measured performance goals established for 1995
included increased market distribution, introduction of new products and
services, expansion into domestic and international markets, continued
success of the National Accounts Program and introduction and sale of the
DOCKSTOCKER(TM) product line.
The executive bonus plan approved by the Committee in December 1994 for
the 1995 fiscal year was based on a relationship of pre-tax profits to the
Corporation's shareholders' equity. The Committee believes that a bonus based
on this formula aligns the executives' reward directly to shareholder value.
Mr. Colquhoun was awarded a bonus of $325,751 in 1995 based on the formula
and the remaining bonus pool was distributed among designated senior
executives in the Corporation.
LONG-TERM INCENTIVES
The Raymond Corporation Stock Option Plan is a stock-based incentive
compensation plan under which employees selected by the Committee may receive
awards of stock options and stock appreciation rights. The Corporation
encourages the recipients to hold the common stock issued pursuant to the
Plan so that the employees' interests will continue to be aligned with the
long-term interests of the Corporation's shareholders.
No option awards are made in the absence of satisfactory performance by
the eligible employees. Performance is evaluated by the Committee based on
the employee's individual contribution to the long-term health of the
Corporation and the Corporation's performance. The number of options granted
annually is determined according to a formula based on the market price of
the Corporation's Common Stock, base salary and performance level, without
regard to the number of options held by the optionee. The Committee granted
non-qualified and incentive stock options to executive officers and other
eligible employees in March 1995 at an exercise price per share of $17.02 per
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share, the closing price of the common stock on the NASDAQ (National
Association of Securities Dealers Quotations System) market on the date of
grant, adjusted for the 1995 5% stock dividend. In the event that the stock
price declines to a level below the option grant price options are not
revalued or reissued. Stock options expire ten (10) years from the date of
grant.
In accordance with the Plan, the CEO was awarded 22,418 non-qualified
stock options at a fair market value of $17.02 per share in 1995.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code generally limits to $1 million
the annual corporate federal income tax deduction for certain
"non-performance based" compensation paid to the CEO or any of the four other
highest paid officers of a publicly-held corporation.
The Committee has determined that it is unlikely that the Corporation
would pay compensation in fiscal 1996 that would result in the loss of
federal income tax deduction under Section 162(m) of the Internal Revenue
Code of 1986, and has therefore not recommended that any special actions be
taken or plans or programs be revised at this time. The Committee will
continue to monitor the applicability of Section 162(m) to the Corporation's
programs and will determine at a later date what actions the Corporation
should take.
Respectfully submitted,
The Executive Compensation Committee
Dr. M. Richard Rose, Chairman
James F. Matthews
Michael R. Porter
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated other executive
officers of the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------------------- ---------------------
(a) (b) (c) (d) (e) (g) (i)
Name and Other Annual Securities Underlying All Other
Principal Position Year Salary($) Bonus ($) Compensation($) Options/SARs(#)(1) Compensation($)
------------------------ ------ --------- --------- --------------- --------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 1995 381,471 325,751 0 22,418 52,143(2)(3)(4)(5)
Chairman of the 1994 318,101 314,660 0 23,814 43,962
Board & CEO 1993 305,257 158,195 0 23,538 14,610
James J. Malvaso 1995 132,788 203,594 0 5,723 14,177(2)(3)(4)(5)
President & COO 1994 114,423 124,830 0 5,844 11,705
1993 56,587 26,014 0 N/A 1,944
William B. Lynn 1995 159,328 203,594 0 9,293 19,557(2)(3)(4)(5)
Executive Vice 1994 150,421 124,830 0 8,930 15,933
President 1993 132,789 68,042 0 9,041 5,134
Jerome R. Dinn 1995 125,470 162,876 0 4,253 15,747(2)(3)(4)(5)
Vice President- 1994 121,397 124,830 0 4,741 14,067
National Accounts 1993 119,469 52,028 0 6,395 5,017
Margaret L. Gallagher 1995 119,106 162,876 0 5,513 14,991(2)(3)(4)(5)
Vice President-Marketing 1994 117,769 124,830 0 7,331 12,886
1993 114,165 52,028 0 7,387 4,281
</TABLE>
- ------
(1) Adjusted to reflect the 1995 5% stock dividend.
(2) Insurance premiums paid for the benefit of Mr. Colquhoun, $6,769, Mr.
Malvaso, $691, Mr. Lynn, $1,338, Mr. Dinn, $1,398 and Ms. Gallagher,
$1,323.
(3) Includes cash profit sharing amounts of $16,490 to Mr. Colquhoun, $7,933
to Mr. Malvaso, $8,192 to Mr. Lynn, $6,290 to Mr. Dinn and $6,057 to Ms.
Gallagher.
(4) Includes deferred profit sharing amounts of $3,652 for CEO and named
executive officers.
(5) Includes deferred profit sharing amounts under supplemental benefits
equalization plan of $25,232 to Mr. Colquhoun, $1,901 to Mr. Malvaso,
$6,375 to Mr. Lynn, $4,407 to Mr. Dinn and $3,959 to Ms. Gallagher.
11
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Corporation's Common Stock for the last five fiscal years to the S & P 500
Index and the Value Line Machinery Peer Group, which consists of 30
companies.
Comparison of Five-Year Cumulative Total Return*
(Performance Results Through 12/31/95)
$400.00 |--------------------------------------------------------------------|
| |
| |
| *|
| |
$300.00 |--------------------------------------------------------------------|
| |
| * |
| |
| * &#|
$200.00 |-------------------------------*------------------------------------|
| # # |
| &# & & |
| *&# |
| |
$100.00 |----*&#-------------------------------------------------------------|
| |
| |
| |
| |
$0.00 |-----|------------|-----------|-------------|-------------|---------|
1990 1991 1992 1993 1994 1995
* = THE RAYMOND CORPORATION & = Standard & Poors 500
# = Machinery Peer Group
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
THE RAYMOND CORPORATION * $100.00 $120.00 $200.00 $223.33 $259.00 $334.43
Standard & Poors 500 & $100.00 $130.55 $140.72 $154.91 $157.39 $216.42
Machinery Peer Group # $100.00 $127.71 $143.45 $185.07 $178.91 $206.26
</TABLE>
Assumes $100 invested at the close of trading 12/90 in The Raymond Corporation
Common Stock, S & P 500 and Value Line Machinery Peer Group.
*Cumulative total return assumes reinvestment of dividends.
12
<PAGE>
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
At the 1988 Annual Meeting, shareholders ratified an employment agreement
entered into by the Corporation with Ross K. Colquhoun, (the "Employment
Agreement"), now Chairman of the Board and Chief Executive Officer of the
Corporation. Pursuant to the Employment Agreement as amended, he is entitled
to participate in benefits generally available to executive officers. Upon
attaining age 65, Mr. Colquhoun became eligible to receive a supplemental
annual pension payment of 50% of his most recent base salary.
The Employment Agreement is terminable by either party at any time. If Mr.
Colquhoun resigns prior to a change in control, other than because of a
material breach of the Employment Agreement by the Corporation, or if he is
terminated by the Corporation for cause, or as a result of death or permanent
disability, he will not be entitled to further compensation. If (other than
following a change in control) Mr. Colquhoun resigns as a result of a
material breach of the Employment Agreement or is terminated without cause,
he will be entitled to receive his current salary and benefits for one year.
Such amounts and benefits will be reduced by compensation or benefits
received by Mr. Colquhoun from other employment, but he will receive at least
six monthly payments of salary. "Cause" is defined as a material
misappropriation of funds or property, unreasonable and persistent neglect of
or refusal to perform his duties or conviction of a felony.
If Mr. Colquhoun's employment is terminated after a change in control by
the Corporation without cause, Mr. Colquhoun or his estate will be entitled
to receive an amount payable in 36 monthly installments equal to 2.99 times
his average compensation for the five years preceding the change in control
subject to limitations on excess parachute payments in the Internal Revenue
Code. In addition, the Corporation will continue his insurance benefits for
three years.
The Corporation has agreements with James J. Malvaso, William B. Lynn,
Jerome R. Dinn and Margaret L. Gallagher which provide, in the event of a
change in control of the Corporation, for continuing the employment of the
executive for a period of three years at salary and benefit levels not less
than that which existed immediately prior to the change in control. In the
event of termination of employment without cause during this three year
period, the executive's salary and benefits continue for the remainder of the
three year period, reduced by salary and benefits earned in subsequent
employment. The Corporation has similar agreements with all of its senior
executive officers.
13
<PAGE>
The following table shows, as to the Chief Executive Officer and the four
most highly compensated other executive officers of the Corporation,
information about option grants in the last fiscal year under the
Corporation's Stock Option Plan (1991).
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value At
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term
--------------------- ------------------------------------------------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g)
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#)(2) Fiscal 1995 ($/SH) Date 5%($)(1) 10%($)(1)
- --------------------- -------------- -------------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun 22,418 32.1% $ 17.02 3/02/05 $240,097 $608,200
James J. Malvaso 5,723 8.2 17.02 3/02/05 61,293 155,265
William B. Lynn 9,293 13.3 17.02 3/02/05 99,528 252,119
Jerome R. Dinn 4,253 6.1 17.02 3/02/05 45,550 115,384
Margaret L. Gallagher 5,513 7.9 17.02 3/02/05 59,044 149,568
</TABLE>
- ------
(1) The assumed annual rates of appreciation of five and ten percent would
result in the price of the Corporation's Common Stock increasing to
$27.73 and $44.15, respectively, from the $17.02 market price on the date
of grants. Over the last 10 years, the market price of the Corporation's
Common Stock has increased at a compounded annual rate of 4.3%.
(2) Stock options granted on March 3, 1995 under the Corporation's Stock
Option Plan. Options became fully exercisable on March 3, 1996.
14
<PAGE>
The following table shows aggregate option exercises in the last fiscal
year and fiscal year-end option values for the Chief Executive Officer and
the four most highly compensated other executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
-------------- -------------- ----------- -------------------------------- --------------------------------
Number of Securities
Underlying Unexercised
Options/SARs at Value of Unexercised In-The-Money
December 31, 1995 Options/SARs at
Shares (#) December 31, 1995 (1)
Acquired Value ($)
Name on Exercise(#)(2) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------------- ----------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ross K. Colquhoun ... 71,363 $690,655 47,352 22,418 $338,892 $128,455
James J. Malvaso .... 5,844 28,519 -0- 5,723 -0- 32,793
William B. Lynn ..... 4,513 5,634 37,748 9,293 255,222 53,249
Jerome R. Dinn ...... -0- -0- 11,136 4,253 80,182 24,370
Margaret L. Gallagher -0- -0- 36,933 5,513 418,034 31,589
</TABLE>
- ------
(1) Computed based upon the difference between aggregate fair market value on
December 31, 1995 and aggregate exercise price.
(2) Amounts represent the number of securities underlying Options/SARs
exercised. The actual shares acquired on exercise were 17,883, 1,374 and
315 for Messrs. Colquhoun, Malvaso and Lynn, respectively.
PENSION PLANS
The Corporation has trusteed non-contributory defined benefit pension
plans. All present U. S. employees over age 21 who have one or more years of
service and who became employees prior to age 60 and Canadian employees with
more than three months of service are eligible under these plans. A total of
1,922 individuals participated in 1995.
As permitted by the Employee Retirement Income Security Act of 1974, the
Corporation has adopted a supplemental plan which is designed to provide the
amount of retirement benefit which cannot be paid from the pension plans by
reason of certain Internal Revenue Code limitations on qualified plan
benefits. The amounts in the Pension Plan Table include the amounts payable
under the supplemental plan.
Estimated annual pensions at age 65, the assumed normal retirement age,
calculated on a straight-life annuity basis, for representative years of
benefit service are as follows:
<TABLE>
<CAPTION>
Highest Consecutive
Three Year Average
Earnings Years of Credited Service
--------------------------------------------------------------------------
15 20 25 30 35 40
--------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
$100,000 .......... $ 9,941 $13,255 $16,569 $19,883 $23,197 $ 26,510
150,000 ........... 14,912 19,883 24,854 29,824 34,795 39,766
200,000 ........... 19,883 26,510 33,138 39,766 46,393 53,021
250,000 ........... 24,854 33,138 41,423 49,707 57,992 66,276
300,000 ........... 29,824 39,766 49,707 59,648 69,590 79,531
350,000 ........... 34,795 46,393 57,992 69,590 81,188 92,786
400,000 ........... 39,766 53,021 66,276 79,531 92,786 106,042
</TABLE>
15
<PAGE>
Benefits under the pension plans are based primarily on 0.6% of the
participant's average compensation (salary and bonus) for the highest three
consecutive years of compensation during the ten year period prior to
termination or retirement, whichever is earlier, multiplied by the number of
years of credited service. Benefits are non-forfeitable after five years of
vesting service, and actuarially reduced benefits are available for
participants who retire on or after age 55 after five years of vesting
service. Plan benefits are not reduced by any social security or other
non-plan benefits to which the participant is entitled.
Three year average covered compensation for the Chief Executive Officer,
Mr. Colquhoun and the named executives as of the end of fiscal year 1995 is:
Mr. Colquhoun $228,973, Mr. Lynn $280,661, Mr. Dinn $235,933 and Ms.
Gallagher $214,501 (Mr. Malvaso's average cannot be computed as he has been
with the Corporation for only two years). Covered compensation for the named
executives is reported in the Summary Compensation Table.
The years of credited service for the Chief Executive Officer and named
executives are: 39 years for Mr. Colquhoun, 2 years for Mr. Malvaso, 21 years
for Mr. Lynn, 11 years for Mr. Dinn and 19 years for Ms. Gallagher.
The above information reflects a 1994 amendment to the U. S. Pension Plan
which permits service as an employee at G.N. Johnston Equipment Co. Ltd. to
be counted toward Service and Benefit Service under the U. S. Plan if the
individual becomes an employee of the Corporation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ross K. Colquhoun, Chairman of the Board and Chief Executive Officer of
the Corporation, is Chairman of the Board of G.N. Johnston Equipment Co. Ltd.
("Johnston") and of Associated Material Handling Industries, Inc.
("Associated"), both Dealers of the Corporation's products. Mr. Colquhoun
owns, indirectly through a wholly-owned corporation, 28 percent of the
outstanding stock of Johnston and 26 percent of the outstanding stock of
Associated. The Corporation owns 46 percent of the outstanding stock of
Johnston and 43 percent of the outstanding stock of Associated. The remainder
is owned by executives of these companies. Prior to Mr. Colquhoun coming to
The Raymond Corporation in 1987, he was President of Johnston, the exclusive
Dealer of the Corporation's products in Canada. In 1995, Mr. Colquhoun served
as President of Material Handling Associates, Inc. ("M.H.A."). The
Corporation's sales to Johnston, Associated and M.H.A. aggregated
approximately $69,456,000 in 1995, were made in the ordinary course of
business and on the Corporation's standard terms for Dealers.
The Corporation, through a wholly-owned Canadian subsidiary, has a note
receivable from Johnston for approximately $1,246,000 bearing interest at
6.75%. The note is to be repaid in annual installments through 1998. In
addition, the Corporation has made advances to Johnston and Associated at
variable interest rates. The maximum amount of these advances outstanding in
1995 was approximately $2,885,000 and the outstanding advances at December
31, 1995 were approximately $2,219,000. The loan and advances to Johnston
were made through wholly-owned Canadian subsidiaries with funds earned in
Canada.
Pursuant to agreements among the Corporation and the shareholders of
Johnston and Associated, respectively, the Corporation is obligated to
purchase for adjusted book value, as defined in the agreements entered into
in 1968 and 1980, the shares of the other shareholders, including Mr.
Colquhoun, when they cease to be officers, Directors or employees of Johnston
or Associated.
16
<PAGE>
Michael O. Womack, a Director of the Corporation, is the President and
100% shareholder of Womack Material Handling Systems, Inc., ("Womack"), a
Dealer of the Corporation's products. The Corporation's sales to Womack,
which aggregated approximately $6,148,000 in 1995, were made in the ordinary
course of business and on the Corporation's standard terms for Dealers.
George G. Raymond, Jr. has an interest free loan from the Corporation of
$150,252, which was the balance outstanding at March 15, 1996 and which also
was the maximum outstanding in 1995.
The Corporation maintains officers' and Directors' indemnification
insurance with Chubb Group (Federal Insurance Company), which it renewed in
1995 at an annual premium of $80,000.
PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends shareholder approval of the Board's
action in appointing Ernst & Young LLP, ("Ernst & Young"), as independent
auditors of the Corporation and its subsidiaries for the year 1996. Ernst &
Young has served as independent auditors for the Corporation for 18 years,
and based upon a review by the Audit Committee of the Board of Directors of
Ernst & Young's performance and fees, the Audit Committee recommended to the
Board of Directors their retention for 1996. Accordingly, the following
resolution will be offered at the Meeting:
"RESOLVED, that the appointment by the Board of
Directors of The Raymond Corporation of Ernst &
Young LLP as independent auditors of the Corporation and its
subsidiary companies for the fiscal year ending
December 31, 1996 is hereby approved."
Representatives of the firm of Ernst & Young are expected to be present at
the Annual Meeting. They will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
ANNUAL REPORT
The Annual Report of the Corporation, including audited financial
statements for the year 1995, accompanies this Proxy Statement or has been
previously mailed to shareholders.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
meeting. If other matters properly come before the meeting the persons named
in the enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1997 Annual Meeting of
Shareholders to be eligible for inclusion in the Corporation's Proxy
Statement, they must be received by the Corporation at its principal office
(South Canal Street, P. O. Box 130, Greene, New York, 13778-0130) prior to
November 30, 1996. Proposals must comply with Rule 14a-8 promulgated by the
SEC pursuant to the Securities Exchange Act of 1934.
17
<PAGE>
COST OF SOLICITATION
This solicitation is made on behalf of the Board of Directors of the
Corporation. The cost of solicitation of proxies in the accompanying form
will be paid by the Corporation. The Corporation will also, pursuant to
regulations of the Securities and Exchange Commission, make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to send
proxies and proxy materials to their principals and will reimburse them for
their reasonable expenses in so doing. In addition to solicitation by use of
the mails, certain Directors, officers and employees of the Corporation may
solicit the return of proxies by telephone, telegram, or personal interviews.
The Corporation has retained Morrow & Co., Inc., New York, New York, to
assist in the solicitation of proxies and will pay approximately $3,500 in
fees for the solicitation of proxies to such firm, plus reimbursement of
expenses.
By Order of the Board of Directors,
/s/ Paul J. Sternberg
------------------------------
Paul J. Sternberg
Secretary
Greene, New York
March 29, 1996
18
<PAGE>
/X/ Please mark your
votes as in this
example.
The Board of Directors recommends votes FOR:
FOR WITHHELD
(1) Election of
Directors / / / /
(see reverse)
For, except as withheld in the space provided below:
- ----------------------------------------------------
FOR AGAINST ABSTAIN
2. The appointment of Ernst
& Young LLP as auditors / / / / / /
for the year 1996.
When a vote is not specified, this Proxy will be voted FOR
the election of directors, FOR item (2), and in the
discretion of the Proxies on such other matters as may
properly come before the meeting.
The undersigned acknowledges receipt with this Proxy of
copies of the Notice of Annual Meeting and Proxy Statement
dated March 29, 1996.
SIGNATURE(S) DATED , 1996.
------------------------------------- -----------------
IMPORTANT: Please date this Proxy and sign exactly as your name(s) appear
hereon. In signing as attorney, executor, administrator, trustee
or guardian, please give full title as such and, if signing for a
corporation, please give your title. When shares are in the names of
more than one person, each should sign the Proxy.
<PAGE>
THE RAYMOND CORPORATION
PROXY FOR ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints JAMES F. MATTHEWS, GEORGE G. RAYMOND, JR. and
PAUL J. STERNBERG, and any one of them, with power of substitution, attorneys
and proxies to represent the undersigned at the Annual Meeting of Shareholders
of THE RAYMOND CORPORATION to be held on Saturday May 4, 1996 at 11:00 A.M. in
the Greene Central High School, South Canal Street, Greene, New York, and at
any adjournment or adjournments thereof, with all power which the undersigned
would possess if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting.
James J. Malvaso
Michael R. Porter
George G. Raymond, Jr.
Dr. M. Richard Rose
To vote in accordance with the Board of Directors' recommendations, just
sign the reverse side; no boxes need to be checked.
<PAGE>
THE RAYMOND CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
We hope you will attend the Annual Meeting of Shareholders of
The Raymond Corporation which will be held on Saturday, May 4,
1996 at 11:00 A.M., at the Greene Central High School, South
Canal Street, Greene, New York. After the meeting we invite you
to be our guest for lunch at Baron's Inn on Route 12 in Greene,
New York.
If you are planning to attend the luncheon, please indicate
below and return this card with your Proxy.
[ ] I am planning to stay for the luncheon following the Annual
Meeting.
Please make reservations for me and a guest for lunch.
--------------------------------------------------------------------
Name of Shareholder Name of Guest
--------------------------------------------------------------------
Street Address
--------------------------------------------------------------------
City, State
(THIS IS NOT A PROXY)
