<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-ll(c) or Section 240.14a-12
DAVID WHITE, INC.
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-ll
1) Title of each class of securities to which transaction applies:
..............................................
2) Aggregate number of securities to which transaction applies:
..............................................
<PAGE> 2
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-ll (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:
..............................................
[] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-ll(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, of 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:
.......................
2
<PAGE> 3
DAVID WHITE, INC.
11711 River Lane
P.O. Box 1007
Germantown, WI 53022
NOTICE OF 1997 ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD MAY 6, 1997
TO THE SHAREHOLDERS OF DAVID WHITE, INC.:
NOTICE IS HEREBY GIVEN that the 1997 annual meeting of shareholders of
David White, Inc., a Wisconsin corporation ("Company"), is scheduled to be
held on Tuesday, May 6, 1997 at 3:00 P.M. in the Company's corporate offices
at 11711 River Lane, Germantown, Wisconsin, for the following purpose:
1. To elect two directors, each for a three-year term to expire at the
Company's 2000 annual meeting of shareholders.
Shareholders of record as of the close of business on March 7, 1997
will be entitled to notice of, and to vote at, the annual meeting and any
adjournment thereof.
Even if you plan to attend the annual meeting, please complete, date
and sign the enclosed proxy appointment form and mail it promptly in the
enclosed envelope. If you attend the annual meeting, you may revoke your
proxy appointment and vote your shares in person. Your attention is
directed to the attached Proxy Statement and the accompanying proxy
appointment form.
DAVID WHITE, INC.
Tony L. Mihalovich
President and Chief Executive Officer
Germantown, Wisconsin
March 24, 1997
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,
PLEASE DATE THE ENCLOSED PROXY APPOINTMENT FORM, WHICH IS SOLICITED BY THE
BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN
IMMEDIATELY IN THE ENVELOPE PROVIDED.
<PAGE> 4
DAVID WHITE, INC.
PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1997
GENERAL INFORMATION
This Proxy Statement and accompanying proxy appointment form are being
furnished to the shareholders of David White, Inc., a Wisconsin corporation
("Company"), beginning on or about March 24, 1997, in connection with the
solicitation by the Board of Directors of the Company ("Board") of proxy
appointments for use at the Company's 1997 annual meeting of shareholders
scheduled to be held on Tuesday, May 6, 1997 at 3:00 P.M. in the Company's
corporate offices at 11711 River Lane, Germantown, Wisconsin, and at any
adjournment thereof ("Meeting"), for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders and in this Proxy Statement.
Only shareholders of record as of the close of business on March 7, 1997
("Record Date") are entitled to notice of, and to vote at, the Meeting. As of
the Record Date, the Company's outstanding voting securities consisted of
457,323 shares of Common Stock. The record holder of each outstanding share of
Common Stock as of the Record Date is entitled to one vote per share for each
proposal submitted for consideration at the Meeting. Wisconsin law and the
Company's By-laws require the presence of a quorum for the Meeting, defined
here as a majority of the shares of the Company's Common Stock entitled to vote
at the Meeting, represented in person or by proxy. Votes withheld from
director nominees will be counted in determining whether a quorum is present.
A proxy appointment form, in the enclosed form, which is properly
executed, duly returned to the Company or its authorized representatives or
agents and not revoked will be voted in accordance with the instructions
contained therein. With regard to the election of directors, votes may be cast
in favor or withheld. Votes that are withheld will be excluded entirely from
the vote and will have no effect. If no specification is indicated on the
proxy appointment form, the shares represented thereby will be voted FOR the
Board's two director nominees set forth herein, and on such other business or
matters which may properly come before the Meeting in accordance with the best
judgment of the proxies named in the proxy appointment form.
Director nominees are elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Meeting, which means that a vote
withheld from a particular nominee or nominees will not affect the outcome of
the election of directors. Under the rules of The New York Stock Exchange,
Inc., brokers who hold shares in street name have authority to vote on certain
items
1
<PAGE> 5
when they have not received instructions from beneficial owners. Brokers
that do not receive instructions are entitled to vote in the election of
directors. The votes represented by a proxy appointment card submitted by a
broker where the broker does not expressly vote for the director nominees or
expressly withhold authority, will be cast in favor of the director nominees.
Execution of a proxy appointment form given in response to this
solicitation will not affect a shareholder's right to attend the Meeting and to
vote in person. Presence at the Meeting of a shareholder who has signed a
proxy appointment form does not in itself revoke the appointment of a proxy.
Each proxy appointment may be revoked by the person giving it at any time
before the exercise thereof by giving written notice to such effect to the
Secretary of the Company, by execution and delivery of a subsequent proxy
appointment form or by attendance and voting in person at the Meeting, except
as to any matter upon which, prior to such revocation, a vote shall have been
cast pursuant to the authority conferred upon such proxy.
ELECTION OF DIRECTORS
The term of one Director, Charles D. Jacobus, expires in connection with
the 1997 Annual Meeting. In addition, there is currently a vacancy on the
Board, created when the Board unanimously voted on January 29, 1997, to amend
the Company's By-Laws to increase the size of the Board from five to six
directors. The Board has nominated Charles D. Jacobus and Thomas A. Harenburg
to be elected at the Meeting for three-year terms to expire at the Company's
2000 annual meeting of shareholders.
It is intended that the proxies named on the accompanying proxy
appointment form will vote for the election of the Board's nominees. If any
nominee should become unable to serve as a director prior to the Meeting, the
shares represented by Board-solicited proxy appointments which indicate a vote
for all nominees or which include no specification will be voted for the
election of such other person as the Board may recommend in place of such
nominee.
Certain information about Messrs. Jacobus and Harenburg and the current
members of the Board is set forth below.
THE BOARD RECOMMENDS A VOTE FOR MESSRS. JACOBUS AND HARENBURG AS
DIRECTORS.
2
<PAGE> 6
ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
Shares of
Name of Common Stock Per-
Individual Principal Beneficially cent
or Number Occupation or Director Owned on Record of
in Group Age Employment (1) Since Date (2) Class
---------- --- -------------- ------------ ------------ ------
<S> <C> <C> <C> <C> <C>
</TABLE>
NOMINEES WHOSE TERMS WILL EXPIRE IN 2000
<TABLE>
<S> <C> <C> <C> <C>
Charles D. Jacobus 70 President of Jacobus Co. 1983 11,300 2.5
(3)(4)(5) (diversified company with
interests in petroleum
and home security systems).
Thomas A. Harenburg 54 President of Carl M. N/A 81,197 17.8
Hennig, Inc. (a secur-
ities firm).
</TABLE>
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
<TABLE>
<S> <C> <C> <C> <C>
Marshall A. Loewi 69 Chairman of the Board of 1980 56,445 12.3
(3) the Company. President
and Chief Executive
Officer of Milwaukee
Resistor Corporation
(manufacturer of power
resistors and specialized
resistance products).
R. Ron 64 Business consultant to 1988 40,000 8.7
Heiligenstein various business enter-
(4)(5)(6) prises.
</TABLE>
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
<TABLE>
<S> <C> <C> <C> <C>
Michael S. Ariens 65 President of Ariens 1980 1,500 *
(3)(4)(5) Company (manufacturer
of outdoor power
equipment). Mr. Ariens
is also a director of
Wisconsin Public Service
Corporation (public
utility company).
Tony L. Mihalovich 49 President and Chief 1992 9,427 2.1
(7) Executive Officer
of the Company.
All directors, nom-
inees and executive
officers as a group
(9 persons) 202,369
</TABLE>
- -----------------------
3
<PAGE> 7
* Less than l%.
(l) Unless otherwise indicated in the footnotes, each
director has been employed in his present listed principal
occupation for five years or more.
(2) Except for Messrs. Loewi and Harenburg or as
otherwise indicated in the footnotes below, all of the
other directors and nominees have sole voting and
investment power over the Common Stock identified as
beneficially owned, except to the extent such power is
shared by spouses under applicable state law. The shares
of Common Stock listed as owned by the indicated group
include 119,804 shares over which beneficial ownership is
shared with others, 7,500 shares receivable by executive
officers upon the exercise of vested incentive stock
options that are exercisable within sixty (60) days of the
Record Date and which were granted under the Company's 1992
Stock Option Plan, and 3,750 shares receivable by Mr.
Mihalovich upon the exercise of vested non-qualified stock
options that are exercisable within sixty (60) days of the
Record Date and which were granted under the Company's 1992
Stock Option Plan. The beneficial ownership of Common
Stock held by Messrs. Heiligenstein, Loewi and Harenburg is
described in further detail under "Principal Shareholders."
(3) Current member of Executive Committee.
(4) Current member of Audit Committee.
(5) Current member of Compensation and Stock Option
Committee.
(6) Mr. Heiligenstein was an independent business
consultant to the Company from 1985 to 1992. Mr.
Heiligenstein's listed share ownership includes 16,000
shares of Common Stock receivable upon the exercise of
vested stock options that are exercisable within sixty (60)
days of the Record Date.
(7) Mr. Mihalovich was elected President and Chief
Executive Officer of the Company effective as of November
16, 1992, after serving as Interim President and Chief
Operating Officer from October 9, 1992. Mr. Mihalovich was
also Secretary from January 1992 until May 1993. From
October 1989 until October 16, 1992, Mr. Mihalovich served
as the Company's Executive Vice President and Chief
Operating Officer. Mr. Mihalovich's listed share ownership
includes 8,750 shares of Common Stock receivable upon the
exercise of vested stock options (5,000 incentive stock
options and 3,750 non-qualified stock options) that are
exercisable within sixty (60) days of the Record Date and
which were granted under the Company's 1992 Stock Option
Plan.
4
<PAGE> 8
The Board met eight times during 1996.
The Executive Committee met twice in 1996. The Executive
Committee's principal function is to act on behalf of the Board
between meetings. The Executive Committee also performs the
functions of a nominating committee. Shareholders entitled to
vote at the Meeting who wish to propose other director nominees
for shareholder consideration at the Meeting may do so only by
giving written notice of such an intent to the Secretary of the
Company not less than thirty (30) days in advance of the
Meeting and otherwise complying with the Company's By-laws.
Such notice must specify, among other things, the nominee's
name, biographical data and qualifications.
The Audit Committee's principal functions are to annually
approve the engagement of the Company's independent auditing
firm, review with such auditors the plan and scope of their
audit and the findings thereof, review the Company's internal
auditing procedures and controls, and review and approve various
other matters relating to the Company's auditing, accounting and
financial practices, procedures, policies and reports. In 1996,
the full Board approved the engagement of the Company's
independent auditing firm, and the Audit Committee therefore did
not meet separately.
The Compensation and Stock Option Committee met once in
1996. Its principal functions are to review and establish the
compensation, bonuses, pensions, insurance and benefits of
principal officers and key employees of the Company, administer the
Company's 1981 Stock Option Plan, 1992 Stock Option Plan and 1995 Stock
Option Plan, and approve other incentive, compensatory or benefit plans
for Company officers and employees.
No director attended less than 75% of the meetings held in
1996 of the Board and committees thereof on which he served.
EXECUTIVE OFFICERS OF THE COMPANY (1)
<TABLE>
<CAPTION>
Common Stock Per-
Principal Beneficially cent
Name of Occupation or Owned on Record of
Individual Age Employment Date Class
- ------------------ --- ------------------- ------------ --------
<S> <C> <C> <C> <C>
Tony L. Mihalovich 49 President and Chief 9,427 2.1
(2) Executive Officer
of the Company
James L. Younk 54 Chief Financial Officer, 750 *
(3) Vice President - Finance,
Secretary, Treasurer
</TABLE>
5
<PAGE> 9
Larry P. Hutzler 55 Vice President- 750 *
(4) Manufacturing
Stephen M. Smith 47 Vice President - 1,000 *
(5) Sales and Marketing
- ------------------------
* Less than l%.
(1) The executive officers of the Company are elected
annually by the Board of Directors at the Board's annual
meeting held on the same date as the Company's annual
meeting of shareholders. Each executive officer holds
office until his successor has been duly elected and
qualified or until his earlier death, resignation or
removal.
(2) Mr. Mihalovich was elected President and Chief
Executive Officer of the Company effective as of November
16, 1992, after serving as Interim President and Chief
Operating Officer from October 9, 1992. Mr. Mihalovich was
also Secretary from January 1992 until May 1993. From
October 1989 until October 16, 1992, Mr. Mihalovich served
as the Company's Executive Vice President and Chief
Operating Officer. Mr. Mihalovich's listed share ownership
includes 8,750 shares of Common Stock receivable upon the
exercise of vested stock options (5,000 incentive stock
options and 3,750 non-qualified stock options) that are
exercisable within sixty (60) days of the Record Date and
which were granted under the Company's 1992 Stock Option
Plan.
(3) Mr. Younk was elected Vice President of Finance on
February 1, 1995. Mr, Younk was appointed Chief Financial
Officer on December 17, 1992, in addition to his position
as Treasurer. Mr. Younk was elected as Secretary on May 4,
1993, and as Treasurer in January 1988. Mr. Younk's listed
share ownership consists of 750 shares of Common Stock
receivable upon the exercise of vested incentive stock
options that are exercisable within sixty (60) days of the
Record Date and which were granted under the Company's 1992
Stock Option Plan.
6
<PAGE> 10
(4) Mr. Hutzler was elected Vice President of
Manufacturing on May 3, 1994. Prior to that, Mr. Hutzler
held the position of Plant Manager since October, 1992.
Mr. Hutzler also served as Director-Labor Relations and
Human Resources since August, 1973. Mr. Hutzler's listed
share ownership consists of 750 shares of Common Stock
receivable upon the exercise of vested incentive stock
options that are exercisable within sixty (60) days of the
Record Date and which were granted under the Company's 1992
Stock Option Plan.
(5) Mr. Smith was elected Vice President of Sales and
Marketing on February 1, 1995. Mr. Smith joined the
Company as its National Sales Manager in November, 1991.
Mr. Smith also served as Director-Sales & Marketing since
January, 1993. Mr. Smith's listed share ownership consists of
1,000 shares of Common Stock receivable upon the exercise
of vested incentive stock options that are exercisable
within sixty (60) days of the Record Date and which were
granted under the Company's 1992 Stock Option Plan.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of the Record
Date with respect to the Common Stock of the Company owned by
each person or entity who is known by the Company to be the
beneficial owner of more than 5% of the Common Stock.
Amount and Nature of Beneficial Ownership of
Common Stock
<TABLE>
<S> <C> <C> <C> <C>
Sole Voting Shared Voting Percent
Name and Address of and Investment and Investment of
Beneficial Owner Power Power Aggregate Class
------------------- ------------ -------------- --------- ------
Marshall A. Loewi 17,838 38,607 (1) 56,445 12.3
8920 W. Heather Lane
Milwaukee, WI 53224-0200
R. Ron Heiligenstein 40,000 -- 40,000 8.7
8210 N. Green Bay Road
Milwaukee, WI 53209 (2)
Charlotte H. Simmons 26,500 -- 26,500 5.8
500 Lakeland
Lake Bluff, IL 60044 (3)
William D. Van Dyke III 50,000 -- 50,000 10.9
111 E. Wisconsin Ave.
Milwaukee, WI 53202 (4)
</TABLE>
7
<PAGE> 11
Thomas A. Harenburg -- 81,197 81,197 17.8
6360 E. Decorah
Oshkosh, WI 5490l (5)
Heartland Advisors, Inc. 42,000 -- 42,000 9.2
790 North Milwaukee St.
Milwaukee, WI 53202 (6)
- ---------------
(1) The listed shares are held in a trust pursuant to
which Mr. Loewi shares investment power but retains sole
voting power over the listed shares.
(2) The information listed is as of January 11, 1996,
as reported by Mr. Heiligenstein in an amendment to his
Schedule 13D filed with the Securities and Exchange Commission.
In addition, the number of shares shown includes 16,000 shares
with respect to which Mr. Heiligenstein possesses presently
exercisable options, granted pursuant to an agreement with
the Company dated January 11, 1990.
(3) The information listed is as of January 20, 1992,
as reported by Mrs. Simmons, as executrix of the Estate of
Richard W. Simmons, in her Schedule 13D amendment filed
with the Securities and Exchange Commission, except to the
extent information is otherwise known by the Company.
(4) The information listed is as of November 20, 1990
as reported by Mr. Van Dyke in his Schedule 13D filed with
the Securities and Exchange Commission, except to the
extent information is otherwise known by the Company.
(5) The information listed is as of December 31, 1996,
as reported by Mr. Harenburg in an amendment to his
Schedule 13D filed with the Securities and Exchange
Commission. The listed shares are held in trusts pursuant
to which Mr. Harenburg shares voting power but retains sole
investment power.
(6) The information listed is as of February 12, 1997,
as reported by Heartland Advisors, Inc. in its Schedule 13G
amendment filed with the Securities and Exchange
Commission.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires executive officers and directors, and persons who
beneficially own more than ten percent (10%) of the Company's
stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than ten
percent (10%) beneficial owners are required
8
<PAGE> 12
by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms
furnished to the Company and written representations from the
executive officers and directors, the Company believes that all
Section 16(a) filing requirements applicable to its executive
officers, directors and greater than ten percent (10%)
beneficial owners were complied with during 1996.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and
Principal Annual Compensation
------------------------------------------------
All Other
Position Year Salary Bonus Compensation
- ------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Tony L. Mihalovich 1996 $160,000 $25,000(1) $4,424(2)(3)
President, Chief
Executive Officer, 1995 $140,000 $22,832(1) $4,042(2)(3)
Director
1994 $120,000 $ -0- $3,437(2)(3)
</TABLE>
(1) Upon the recommendation of the Compensation and Stock Option
Committee, Mr. Mihalovich was awarded a $25,000 discretionary
bonus in 1996 and a $22,832 discretionary bonus in 1995 pursuant
to the provisions of his employment agreement with the Company.
Under his employment agreement with the Company, Mr. Mihalovich
may defer up to 25% of his annual base compensation and 100% of
his incentive compensation to be held in a special deferred
compensation account established for his benefit. Funds credited
to the account shall bear interest from the date they otherwise
would have been paid at the rate equal to the prime rate charged
by Firstar Bank Fond du Lac, determined and adjusted as of the
first business day of each calendar quarter, compounded quarterly.
Subject to the terms of the agreement, all deferred compensation
will be payable upon the termination of Mr. Mihalovich's
employment or upon his death.
(2) Reflects Company contributions of $4,250 during
1996, $3,868 during 1995, and $3,263 during l994 to the
defined contribution portion of the Company's Employee
Retirement Plan on behalf of Mr. Mihalovich. The Company
contributes annually to a separate account established for
each employee two percent (2%) of such employee's
compensation. Additionally, each participating employee
can elect to contribute an additional two percent (2%) to
ten percent (10%) of his annual compensation to the
Retirement Plan and the Company will make a matching
contribution to the employee's account equal to twenty-five
percent (25%) of the employee's contribution up to the
first six percent (6%) of such contributions. All amounts
accrued under the defined contribution provisions of the
9
<PAGE> 13
Retirement Plan are fully vested after the earlier of five
years of credited service, death, total and permanent
disability or retirement on or after age 65.
(3) Each executive officer of the Company is entitled
to life insurance coverage of $100,000, which is greater
than that available to employees generally under the
Company's group term policy. The compensation shown
includes $174 of premium expense for the life insurance
coverage in excess of $50,000, which is treated as
compensation to Mr. Mihalovich.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table reflects unexercised options to purchase the
Company's Common Stock granted to the Company's Chief Executive
Officer and held by him on December 31, 1996, under the 1992
Stock Option Plan. No stock options were exercised by him during
1996.
<TABLE>
<CAPTION>
Value of Unexer-
Number of Securities cised In-the-
Underlying Unexercised Money Options at
Options at Fiscal Year Fiscal Year End
End (#) ($)(l)
-------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Tony L. Mihalovich 12,500(2) 2,500 $ 25,475 $ 5,470
</TABLE>
(l) Represents the difference between the closing price
of the Company's Common Stock on December 31, 1996 and the
exercise price of the options. Calculated based upon a
December 31, 1996 market price of $8.688 per share of the
Company's Stock, representing the average between the
closing bid price of $7.50 and the ask price of $9.875 on
that date.
(2) Includes incentive stock options for 5,000 shares
of the Company's Common Stock that expired on January 24,
1997.
DIRECTORS' COMPENSATION
During 1996, each director who was not also an officer and
full time employee of the Company, was entitled to receive $650
for each Board meeting and $350 for every other committee
meeting attended. Directors who were officers and full time
employees of the Company or its subsidiary received no separate
compensation for service as a director. All directors are
entitled to reimbursement for their out-of-pocket expenses
incurred in attending meetings. Some directors voluntarily elected not
to accept all compensation to which they were entitled for all
meetings they attended. During
10
<PAGE> 14
1996, Mr. Jacobus received directors' fees of $5,550, Mr. Ariens
received directors' fees of $4,900, Mr. Loewi received directors' fees
of $6,200, and Mr. Heiligenstein received directors' fees of $5,200.
During January 1990, Mr. Heiligenstein was granted options
to purchase 16,000 shares of Common Stock at a price of $10 per
share. These options are currently fully exercisable. The
options were not granted pursuant to the Company's 1981 Stock
Option Plan.
EMPLOYMENT CONTRACT
The Company has an employment contract with Tony L.
Mihalovich as President and Chief Executive Officer of the
Company. The agreement is for an initial term of January 1,
1994 through December 31, 1994, and is subject to automatic
renewals on a year-to-year basis unless certain notice
provisions are satisfied. The agreement was amended on December
5, 1995, and the discussion herein concerns the agreement as
amended.
Under the agreement, Mr. Mihalovich is entitled to minimum
base compensation of $120,000 per year, subject to annual review
and adjustment by the Board of Directors. Mr. Mihalovich's base
compensation is now $160,000 per year. Mr. Mihalovich is also
entitled to a discretionary bonus based upon annual Company
operating results. The amount of the discretionary bonus is
determined annually by the Board of Directors.
Under the employment agreement, Mr. Mihalovich may defer up
to 25% of his annual base compensation and 100% of his
discretionary bonus to be held in a special deferred
compensation account established for his benefit. Funds
credited to the account shall bear interest from the date they
otherwise would have been paid at the rate equal to the prime
rate charged by Firstar Bank Fond du Lac, determined and
adjusted as of the first business day of each calendar quarter,
compounded quarterly. Subject to the terms of the agreement,
all deferred compensation will be immediately payable upon the
termination of Mr. Mihalovich's employment or upon his death.
Other benefits afforded to Mr. Mihalovich include a Company
vehicle (although Mr. Mihalovich pays 10 percent of the lease
payments for the vehicle through payroll deductions) and an
annual allowance for estate and tax planning.
Under the agreement, Mr. Mihalovich is restricted from
competing, either directly or indirectly, with the Company
during the term of his employment and for two years after
termination of his employment. The agreement also provides that
if the Company terminates Mr. Mihalovich for any reason prior to
the end of the current term of employment, Mr. Mihalovich will
be entitled to severance pay of at least twelve months worth of
base compensation and benefits.
11
<PAGE> 15
The agreement provides that, in the event Mr. Mihalovich's
employment is terminated following a "change of control," the
Company shall pay Mr. Mihalovich severance compensation equal to
two times his base compensation plus a pro-rated share of any
incentive compensation otherwise due under the agreement, and
shall also continue Mr. Mihalovich's medical, disability and
life insurance for twelve months following his termination.
Severance benefits are also payable if, following a "change of
control," either the Company terminates Mr. Mihalovich's
employment or Mr. Mihalovich resigns as a result of an
involuntary (i) reassignment to any position, duties or
responsibilities inconsistent with his position, duties or
responsibilities as of the change of control; (ii) a reduction
in his base compensation below the base compensation as of the
date of the change of control, or a material reduction in his
benefits or prerequisites; or (iii) transfer to an office
location outside of the Metropolitan Milwaukee area. A "change
of control" of the Company will be considered to occur, for
purposes of the agreement, if (i) any person becomes the
beneficial owner of more than 50% of the Company's common stock;
(ii) any person or persons are elected as a director or
directors of the Company at a shareholders' meeting at which
management-solicited proxies are not voted in favor of such
person or persons; or (iii) the occurrence of certain events
that would require disclosure as a change of control in current
reports filed with the Securities and Exchange Commission or in
a proxy statement.
12
<PAGE> 16
OTHER MATTERS
The Board has reappointed Deloitte & Touche to serve as the
Company's 1997 independent auditors. Representatives of
Deloitte & Touche are expected to be present at the Meeting and
will have an opportunity to make a statement if they so desire.
They will also be available to respond to appropriate questions.
The election of directors is the only substantive matter
known to the Board which will be presented for shareholder
consideration at the Meeting. For other business to be properly
brought before the Meeting by a shareholder, such shareholder
must give written notice of such proposed business complying
with the Company's By-laws to the Secretary of the Company not
less than thirty (30) days in advance of the Meeting. If any
other business or matters should properly come before the
Meeting, the proxies named in the accompanying proxy card will
vote on such business or matters in accordance with their best
judgment.
The cost of soliciting proxy appointments for the Meeting
will be borne by the Company. The Company may solicit proxy
appointments by mail, telephone, telegram, facsimile or similar
telecommunications transmissions or in person. Proxy
appointments may also be solicited by any of the foregoing
methods by certain directors, officers and regular employees, as
yet undesignated, of the Company. Such individuals will receive
no extra compensation for their solicitation efforts. The
Company has also engaged Georgeson & Company, Inc. to solicit
proxy appointments on behalf of the Board in connection with the
Meeting at an anticipated cost of approximately $5,000 plus
reasonable out-of-pocket expenses. The Company will reimburse
brokers and other nominees for their reasonable expenses in
communicating with the persons for whom they hold Common Stock
of the Company.
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, ADDRESSED TO
THE SECRETARY OF THE COMPANY, 11711 RIVER LANE, P.O. BOX 1007,
GERMANTOWN, WISCONSIN 53022, THE COMPANY WILL PROVIDE TO SUCH
SHAREHOLDER WITHOUT CHARGE A COPY OF ITS 1996 ANNUAL REPORT ON
FORM 10-KSB (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.
Any shareholder proposal intended for consideration at the
1998 annual meeting of shareholders must be received by the
Company
13
<PAGE> 17
no later than November 26, 1997, in order to be considered for
inclusion in the Company's proxy statement and proxy appointment
form for that meeting.
DAVID WHITE, INC.
Tony L. Mihalovich
President and Chief Executive
Officer
Germantown, Wisconsin
March 24, 1997
14
<PAGE> 18
DAVID WHITE, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 6, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Tony L. Mihalovich and Michael S. Ariens the
proxies (with full power of substitution) of the undersigned to attend the
annual meeting of shareholders of David White, Inc. (the "Company") to be held
on May 6, 1997 at 3:00 p.m., Central Daylight Time, at the Company's offices at
11711 River Lane, Germantown, Wisconsin, and any adjournment thereof and to
vote all shares of stock of the Company held by the undersigned on March 7,
1997, as specified below and on any other matters that may properly come before
said meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY APPOINTMENT WILL
BE VOTED FOR ITEM 1.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
DAVID WHITE, INC. 1997 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR ITEM 1.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS. 1-Charles D. Jacobus 2-Thomas A. Harenburg / / FOR / / WITHHOLD AUTHORITY
all nominees to vote for all
listed to the nominees listed
left (except as to the left.
specified below).
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the ____________________
nominee(s) in the box provided to the right.) | |
|____________________|
Address Change? DATE____________________________________ NO. OF SHARES
MARK BOX _______________________________________
Indicate changes below: / / | |
|_______________________________________|
SIGNATURE(S) IN BOX
Signature (Including title
when signing for a corporation
or partnership or as an agent,
attorney or fiduciary)
</TABLE>
