<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 [_] 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 (S)240.14a-11(c) or (S)240.14a-12
American Freightways Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
American Freightways Corporation
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $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:
Not Applicable
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(2) Aggregate number of securities to which transaction applies:
Not Applicable
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(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):
Not Applicable
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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:
Not Applicable
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(2) Form, Schedule or Registration Statement No.:
Not Applicable
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(3) Filing Party:
Not Applicable
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(4) Date Filed:
Not Applicable
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Notes:
<PAGE>
[AMERICAN FREIGHTWAYS LOGO APPEARS HERE]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 1995
TO THE SHAREHOLDERS OF AMERICAN FREIGHTWAYS CORPORATION:
The Company cordially invites you to attend the Annual Meeting of
Shareholders of American Freightways Corporation, an Arkansas Corporation (the
"Company"), to be held at 2200 Forward Drive, Harrison, Arkansas on Tuesday,
March 28, 1995 at 7:00 p.m., local time, for the following purposes:
1. To fix the number of directors for the ensuing year at nine and to
elect nine directors.
2. To approve an amendment to certain provisions of the Company's
Articles of Incorporation relating to the election, terms of office,
removal, filling vacancies and fixing the number of directors.
3. To consider and act upon such other business as may properly come
before the meeting and any adjournment thereof.
Only shareholders of record at the close of business on February 13, 1995
will be entitled to vote at the Annual Meeting and any adjournment thereof.
The Company's Proxy Statement is submitted herewith. The annual report
for the year ended December 31, 1994 is being mailed to shareholders together
with the mailing of this Notice and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ F. S. Garrison
___________________________________
F. S. (Sheridan) Garrison,
Chairman of the Board of Directors,
President and Chief Executive Officer
Harrison, Arkansas
February 21, 1995
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF
PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN
ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN PERSON
IN THE EVENT YOU SHOULD ATTEND THE MEETING.
<PAGE>
[AMERICAN FREIGHTWAYS LOGO APPEARS HERE]
AMERICAN FREIGHTWAYS CORPORATION
2200 FORWARD DRIVE
HARRISON, ARKANSAS 72601
__________________
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
MARCH 28, 1995 AND ADJOURNMENTS THEREOF
__________________
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy, for use only at the Annual Meeting of Shareholders to
be held at 2200 Forward Drive, Harrison, Arkansas on Tuesday, March 28, 1995 at
7:00 p.m., local time, and any adjournment thereof, is solicited on behalf of
the Board of Directors of American Freightways Corporation (the "Company").
Such solicitation is being made primarily by mail, but may also be made in
person or by telephone or telegraph by officers, directors, and regular
employees of the Company. All expenses incurred in the solicitation will be
borne by the Company.
Any shareholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked at any
time before it is used, upon written notice to Tom Garrison, Secretary/Treasurer
of the Company by executing a new proxy or by attending the meeting and voting
in person. If not revoked, all properly executed proxies received will be voted
at the meeting in accordance with the terms of the proxy.
The Company knows of no matter to be brought before the meeting other
than that referred to in the accompanying notice of annual meeting. If,
however, any other matters properly come before the meeting, the proxy solicited
hereby confers discretionary authority to the proxies to vote in their sole
discretion with respect to such matters, as well as other matters incident to
the conduct of the meeting.
This proxy material is first being mailed to shareholders on February 21,
1995.
OUTSTANDING STOCK AND VOTING RIGHTS
The outstanding shares of the Company as of February 13, 1995, totaled
30,541,998 shares of common stock, all of one class. At the meeting, each
shareholder will be entitled to one vote, in person or by proxy, for each share
of stock owned of record at the close of business on February 13, 1995. Votes
will be tabulated by inspectors of election appointed by the Company's Board of
Directors. The stock transfer books of the Company will not be closed.
The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for the Board of Directors
while still granting authority to the proxy to vote for the remaining nominees.
The names of all nominees are listed on the proxy card. If you wish to grant
the proxy authority to vote for all nominees, check the box marked "FOR" which
appears above the list of nominees. If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD", also located above the list
of nominees. If you wish your shares to be voted for some nominees and not for
one or more of the others, check the box marked "FOR" and indicate the name(s)
of the nominee(s) against whom you are voting by drawing a line through such
name(s). If you wish to vote against all of the nominees, check the box marked
"AGAINST". By checking the box marked "WITHHOLD" your shares will neither be
voted for nor against any director but will be counted for quorum purposes.
Broker non-votes are not relevant to the determination of whether the proposal
to elect directors has been approved but will be counted for quorum purposes.
1
<PAGE>
Shareholders are not entitled to cumulative voting with respect to the
election of directors.
The enclosed form of proxy also provides a method for shareholders to
abstain from voting with respect to the proposal to approve the Classified Board
Amendment as described on pages 5 through 8 hereof. By abstaining, shares would
not be voted either for or against such proposal, but would be counted for
quorum purposes. Additionally, because the proposal to approve the Classified
Board Amendment requires the affirmative approval of a majority of the shares of
Common Stock entitled to vote at the Annual Meeting, abstentions will have the
effect of a negative vote. While there may be instances in which a shareholder
will wish to abstain, the Board of Directors encourages all shareholders to vote
their shares in their best judgment and to participate in the voting process to
the fullest extent possible. Broker "non-votes" will have the same effect as
abstentions for purposes of determining whether the proposal to approve the
Classified Board Amendment has been adopted.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the name, age, term of office as director
of the Company, and ownership of the Company's Common Stock with respect to each
nominee for election to the Board of Directors, the named directors, the
executive officers of the Company named under the caption "Executive
Compensation" and the directors and officers of the Company as a group.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED SHARES PERCENTAGE
NOMINEE AGE DIRECTOR OWNED (2)
------- --- ---------- ---------- ----------
<S> <C> <C> <C> <C>
F. S. (Sheridan) Garrison 60 1982 10,254,308 33.58(1)
Tom Garrison 34 1982 262,204 0.86(1)
Will Garrison (3) 31 - 101,968 0.33(1)
James R. Dodd 45 1989 * *
Tony R. Balisle (3) 56 - * *
Frank Conner 45 1989 * *
Ben A. Garrison 63 1987 1,500,000 4.91(1)
T. J. Jones 58 1989 * *
Ken Reeves 47 1989 * *
All directors and executive
officers (including 13
persons) 12,553,630 41.10(1)
</TABLE>
__________________
(1) See "Principal Shareholders."
(2) Percentage based upon 30,541,998 shares of the Company's Common Stock
outstanding as of February 13, 1995.
(3) Will Garrison and Tony R. Balisle are nominees for the Board of
Directors at the 1995 Annual Shareholders Meeting.
* Denotes ownership of less than 1% of the total outstanding shares of common
stock.
2
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
GENERAL
Assuming the shareholders approve the proposed amendment to the Articles of
Incorporation described under "Proposal 2 - Amendment to Certain Provisions of
the Articles of Incorporation Relating to the Election, Terms of Office,
Removal, Filling Vacancies and Fixing Number of Directors," the Board will be
classified into three classes, with three directors in each class serving three-
year terms (and, in each case, until their respective successors are duly
elected and qualified); except that the initial terms of the directors in Class
I will expire at the 1996 annual meeting of shareholders, the initial terms of
the directors in Class II will expire at the 1997 annual meeting of shareholders
and the initial terms of the directors in Class III will expire at the 1998
annual meeting of shareholders. THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ELECTION OF THE NOMINEES.
In the event that the shareholders do not approve the proposed amendment to
the Articles of Incorporation described under "Proposal 2 - Amendment to Certain
Provisions of the Articles of Incorporation Relating to the Election, Terms of
Office, Removal, Filling Vacancies and Fixing Number of Directors," the Board
will continue to have one class of directors, elected annually and each serving
a one-year term (and, in each case, until their respective successors are duly
elected and qualified), and the Nominees will be considered nominated for the
nine director positions, each with one-year terms, and without regard to the
class designations below. The number of directors, fixed at nine, would
continue to be as fixed from time to time by or in the manner provided in the
Company's Bylaws.
Information regarding the Nominees is set forth below. Each of the Nominees
is currently serving as a director of the Company except Messrs. Tony R. Balisle
and Will Garrison.
A majority of the votes of the Common Stock cast at the Annual Meeting (or
any adjournments thereof) is required to elect directors. Each Nominee has
consented to being named in this Proxy Statement and to serve if elected. If a
Nominee should for any reason become unavailable for election, proxies may be
voted with discretionary authority by the proxy holder for a substitute
designated by the Board.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH NOMINEE.
PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN
THEIR PROXIES A CONTRARY CHOICE.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
Ben A. Garrison helped organize the Company in 1982 and until his retirement
in 1994, served as Senior Vice President of the Company.
Tony R. Balisle started in the transportation industry in 1963 and served in
several positions including President of Campbell 66 Express, Inc. Mr. Balisle
currently serves the Company as Executive Vice President-Operations. Mr.
Balisle served the Company as Regional Vice President since 1986.
Will Garrison is a Vice President of the Company. He has served the
Company as Assistant Secretary-Treasurer and as Vice President since 1986.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
Tom Garrison joined American Freightways in 1982 and serves the Company as
Secretary-Treasurer and Vice President.
T. J. Jones has served on the Board of Directors since March 1989. Mr. Jones
helped organize the Company in 1982 and previously served as the Company's
Executive Vice President-Operations until retirement in 1994.
Frank Conner has served on the Board of Directors since 1989. Mr. Conner
joined American Freightways in 1994 as Vice President-Special Projects. He
previously served as Executive Vice President/General Manager of McKesson
Service Merchandising in Harrison, Arkansas.
3
<PAGE>
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
F. S. (Sheridan) Garrison, the founder of American Freightways, has been the
President, Chief Executive Officer and Chairman of the Board of Directors of the
Company since its inception in 1982.
James R. Dodd, a certified public accountant, joined American Freightways in
1985 and is the Company's Executive Vice President-Accounting & Finance, Chief
Financial Officer and a Director since 1989.
Ken Reeves, a Director since March, 1989, is an attorney-at-law in private
practice for over 21 years in Harrison, Arkansas.
Mr. Ben A. Garrison and Mr. F. S. Garrison are brothers. Messrs. Tom and
Will Garrison are sons of Mr. F. S. Garrison. Except for the foregoing, no
family relationships exist among any of the persons named above.
COMMITTEES
The Company presently does not have a standing nominating committee. The
Board of Directors nominates persons for director. The Board will consider
suggestions by shareholders for names of nominees as Class I Directors of the
Board of Directors for the 1996 Annual Meeting (assuming Proposal 2 is adopted),
provided that such suggestions are made in writing and delivered to Mr. Tom
Garrison, Secretary/Treasurer of the Company, on or before December 29, 1995.
The Company has a standing Compensation Committee composed of Mr. T. J.
Jones, Mr. Ken Reeves and Mr. F. S. Garrison. The Compensation Committee is
charged with, among other things, the supervision and administration of the
Company's employee benefit plans and the review and approval of officers'
salaries as well as review of the general wage policy of the Company.
The Company has an Audit Committee which is presently composed of Mr. Ken
Reeves, Mr. Frank Conner and Mr. T. J. Jones. The Audit Committee recommends
candidates to serve as the Company's auditors, reviews the reports of the
Company's auditors and has the authority to investigate the financial and
business affairs of the Company.
During the past fiscal year, the Board of Directors met on five occasions,
the Compensation Committee met on two occasions and the Audit Committee met on
three occasions. Each director attended at least 75% of the meetings of the
Board or Board Committee during 1994.
4
<PAGE>
PROPOSAL 2 - AMENDMENT TO CERTAIN PROVISION OF
THE ARTICLES OF INCORPORATION RELATING TO THE
ELECTION, TERMS OF OFFICE AND REMOVAL OF DIRECTORS
Proposal 2 has four parts, which are enumerated on the enclosed proxy as
follows: Part A - Classification of the Board; Part B - Removal of Directors
Only for Cause; Part C - Filling of Vacancies on the Board; and Part D - Fixing
the Size of the Board. Shareholders may vote for or against, or abstain from
voting with respect to, each of the four parts of Proposal 2 individually, and
need not vote or abstain consistently with respect to such parts. THE FOUR
INDIVIDUAL PARTS OF PROPOSAL 2 ARE INTERRELATED. THE IMPLEMENTATION OF EACH
SUCH PART IS BELIEVED NECESSARY IN ORDER FOR THE OBJECTIVES SOUGHT TO BE
ACHIEVED BY PROPOSAL 2 TO BE FULLY ACHIEVED. ACCORDINGLY, NO PART OF PROPOSAL 2
WILL BE IMPLEMENTED UNLESS EACH OF THE INDIVIDUAL PARTS OF PROPOSAL 2 IS
APPROVED BY THE REQUISITE VOTE OF SHAREHOLDERS. THE BOARD RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF EACH PART OF PROPOSAL 2.
GENERAL
The Board has unanimously adopted, and recommends that the Company's
shareholders approve (by approving each of the four parts of Proposal 2), an
amendment (the "Classified Board Amendment") to Article Sixth of the Company's
Articles of Incorporation. The Classified Board Amendment would, in general: (i)
classify the Board into three separate classes, as nearly equal in number as
possible, with one class being elected each year and require the vote of two-
thirds of the voting power of the Company's voting stock to amend or repeal, or
to adopt any provision inconsistent with, such classification; (ii) provide that
directors may be removed only for cause and only with the approval of holders of
two-thirds or more of the voting power of the Company's voting stock and require
the vote of two-thirds of the voting power of the Company's voting stock to
amend or repeal, or to adopt any provision inconsistent with, such provision;
(iii) provide that any vacancy on the Board may be filled only by the remaining
directors then in office, even though less than a quorum, and require the vote
of two-thirds of the voting power of the Company's voting stock to amend or
repeal, or to adopt any provision inconsistent with, such provision; and (iv)
provide that the number of directors may be determined only by the affirmative
vote of the majority of the entire Board and require the vote of two-thirds
(66 2/3%) of the voting power of the Company's voting stock to amend or repeal,
or to adopt any provision inconsistent with, such provision. The foregoing
components of the Classified Board Amendment, which are enumerated on the
enclosed proxy as Parts A through D of Proposal 2, are discussed in greater
detail below.
The Classified Board Amendment, as a whole, is intended to (i) promote
continuity and stability in the management and policies of the Company, (ii)
encourage potential acquirors to negotiate with the Board, acting on behalf of
the Company and its shareholders, (iii) enhance the bargaining position of the
Board in such negotiations, and (iv) discourage certain takeover-related tactics
that may be inconsistent with the best interests of the Company and its
shareholders. Management anticipates that the provisions of the Classified
Board Amendment, if adopted, are sufficient to accomplish their intended
purposes. The proposed adoption of the Classified Board Amendment is not part
of a plan by management to adopt a series of such amendments and management does
not intend to propose other takeover measures in future proxy proposals.
The Classified Board Amendment is proposed at this time because the Board
believes that the existing provisions of Article Sixth of the Articles of
Incorporation may increase the Company's vulnerability to potentially coercive
or unfair takeover practices and takeover proposals or takeover-related tactics
which are inadequate or otherwise not in the best interests of the Company and
its shareholders. In particular, the Board believes that the imminent threat
of the removal and replacement of a majority or all of the Company's directors
by means of a proxy contest in connection with an unsolicited takeover proposal
could severely curtail the Board's ability effectively to (i) negotiate with the
potential acquiror to improve the terms of such proposal or (ii) otherwise
respond to such proposal, including, under appropriate circumstances, by
developing or implementing alternatives designed to provide superior value to
the Company's shareholders. Moreover, because of the serious disruption to the
Company's management, policies and business operations that would likely result
from a replacement of a majority or all of the Company's directors, it is
possible that even a person who was not seriously interested in acquiring
control of the Company could seek to use the threat of a proxy contest or
takeover proposal as a means to pressure the Company to repurchase such person's
voting securities at a substantial premium over market price in order to avoid
such disruption. The proposal of the Classified Board Amendment is not the
result of, or in response to, any specific effort to accumulate shares of the
Company's stock or to obtain control of the Company by means of a merger, tender
offer or solicitation in opposition to management. In addition, the proposal of
the Classified Board Amendment is not in response to any past difficulty in
retaining continuity in the Board or management; as the Company has not
experienced, and does not anticipate experiencing, such difficulties.
The Company's Articles of Incorporation and Bylaws, as presently in effect,
do not contain provisions similar in purpose and effect to the Classified Board
Amendment. Article Sixth of the Articles of Incorporation presently provides
that the number of directors of the Company will be fixed from time to time by
or in the manner provided by the Bylaws. The Bylaws presently provide that the
number of directors shall be not more than 15 and that the exact number of
directors shall be determined by the shareholders. In addition, the Company's
Bylaws, as presently in effect, provide that any director may be removed from
office with or without cause by the holders of a majority of the voting power of
all shares of the Company entitled to vote generally in an election of directors
at a special shareholders' meeting called expressly for that purpose. The
Corporation Act (defined below) provides that any vacancy resulting from
resignation, death or removal of a director may be filled either by a majority
of the remaining members of the Company's Board of Directors or the Company's
shareholders. Cumulative voting for the election of directors is not permitted
under the Company's Articles of Incorporation, its Bylaws or the Corporation
Act.
5
<PAGE>
PURPOSES AND EFFECTS OF THE PROPOSED CLASSIFIED BOARD AMENDMENT
Part A - Classification of the Board. Under this portion of the Classified
Board Amendment, the Company's directors would be divided into three classes,
with three directors elected for a term expiring at the 1996 Annual Meeting,
three directors elected for a term expiring at the 1997 Annual Meeting, and the
remaining three directors elected for a term expiring at the 1998 Annual Meeting
(and, in each case, until their respective successors are duly elected and
qualified). At each Annual Meeting of Shareholders commencing with the 1996
Annual Meeting, one class of directors would be elected for a three-year term.
If at any time the size of the Board is increased the number of directors would
be apportioned among the three classes to make all classes as nearly equal as
possible. Under the Corporation Act, a board with staggered terms must have a
minimum of nine members. Under the portion of the Classified Board Amendment
constituting Part A of Proposal 2, the vote of two-thirds (66 2/3%) of the
voting power of the Company's voting stock would be required for the amendment
or repeal of, or the adoption of any provision inconsistent with, the provisions
described in this paragraph. The Board has no present plans, arrangements,
commitments or understandings with respect to increasing or decreasing the size
of the Board or of any class of directors. If adopted, the Classified Board
Amendment would be applicable to every election of the Company's Board of
Directors, without regard to whether a change in control of the Company has
occurred.
Information concerning the current nominees for election as directors at the
Annual Meeting and the terms for which they will serve if each part of Proposal
2 is approved is set forth under the caption "Election of Directors." If each
part of Proposal 2 is not approved, all nominees would be elected to serve until
the 1996 Annual Meeting and until their successors are elected and qualified.
The Board believes that a classified board will promote continuity and
stability in the management and policies of the Company because, absent
extraordinary circumstances, a majority of the Company's directors at any given
time will have had prior experience as directors of the Company. The Board
further believes that such continuity and stability will facilitate long-term
planning for the Company's business. The classification of directors would have
the effect of making it more difficult to change the composition of the Board.
Absent extraordinary circumstances, at least two shareholders meetings, instead
of one, would be required to effect a change in the majority control of the
Board, except in the event of vacancies resulting from removal for cause or
other reason (in which case, the remaining directors would fill the vacancies so
created as described below). If each part of Proposal 2 is approved, the
classification provisions would apply whether or not a change in the Board would
be beneficial to the Company and its shareholders.
Section 4-27-806 of the Arkansas Business Corporation Act of 1987 (the
"Corporation Act") authorizes the staggering of directors' terms if there are
nine (9) or more directors and if the Corporation's Articles of Incorporation so
provide.
Part B - Removal of Directors Only for Cause. Under the portion of the
Classified Board Amendment constituting Part B of Proposal 2, directors of the
Company could be removed by shareholders only for cause, and then only by the
vote of the holders of two-thirds (66 2/3%) of the voting power of the Company's
voting stock, voting together as a single class, and the vote of two-thirds
(66 2/3%) of the voting power of the Company's voting stock would be required
for the amendment or repeal of, or the adoption of any provision inconsistent
with, such provisions. "Cause" shall be defined to mean that a Court of
competent jurisdiction shall have definitively concluded that a director has
engaged in fraudulent or dishonest conduct or gross abuse of authority or
discretion with respect to the Company. This portion of the Classified Board
Amendment is intended to preclude a potential acquiror or other shareholder from
removing incumbent directors without cause, but would permit the holders of two-
thirds (66 2/3%) of the voting power of the Company's voting stock, voting
together as a single class, to remove directors for cause. The primary purpose
of this portion of the Classified Board Amendment is to preclude the removal of
any director or directors by the proponent of an unsolicited takeover proposal
or another shareholder, unless removal is warranted for reasons other than
control of the Board.
Section 4-27-808 of the Arkansas Corporation Act provides that the
shareholders of a corporation may remove its directors with or without cause
unless the Articles of Incorporation provide for removal only for cause. The
Company's Articles of Incorporation currently do not provide for removal only
for cause.
6
<PAGE>
Part C - Filling of Vacancies on the Board. Under the portion of the
Classified Board Amendment constituting Part C of Proposal 2, a vacancy on the
Board, including a vacancy created by an increase in the number of directors,
occurring prior to the expiration of the term in office of the class in which
such vacancy occurs, could be filled by the remaining directors, but not by the
shareholders. The portion of the Classified Board Amendment constituting Part C
of Proposal 2 also provides that any director elected to the Board to replace
another director will hold office for the unexpired term of the director he or
she replaced and a director elected by the Board to fill a vacancy created by an
increase in the number of directors will hold office until the next election for
the class to which he or she was elected. Under the portion of the Classified
Board Amendment constituting Part C of Proposal 2, the vote of two-thirds
(66 2/3%) of the voting power of the Company's voting stock would be required
for the amendment or repeal of, or the adoption of any provision inconsistent
with, the provision described in this paragraph.
Although the portion of the Classified Board Amendment constituting Part B of
Proposal 2 would permit the holders of two-thirds (66 2/3%) of the voting power
of the Company's voting stock, voting together as a single class, to remove
directors for cause, under the portion of the Classified Board Amendment
constituting Part C of Proposal 2 only the directors would have the power to
fill the vacancies created by such removal. The primary purpose of this portion
of the Classified Board Amendment, in conjunction with the portion of the
Classified Board Amendment constituting Part B of Proposal 2, is to preclude a
potential acquiror or other shareholder from removing incumbent directors and
simultaneously gaining control of the Board by filling the vacancies created by
such removal with its own nominees.
Section 4-27-810 of the Corporation Act provides in part that unless the
Articles of Incorporation provide otherwise (and the current Articles of
Incorporation do not), if any vacancy occurs on the board of directors,
including a vacancy created by an increase in the number of directors, either a
majority of the Company's shareholders or the remaining directors may fill the
vacancy.
Part D - Fixing the Size of the Board. The portion of the Classified Board
Amendment constituting Part D of Proposal 2 provides that the number of
directors comprising the entire Board shall be a number not less than three nor
greater than fifteen and would alter the arrangement set forth in the current
Bylaws by providing that the number, within such range, will be as authorized
exclusively by a majority of the entire Board. The portion of the Classified
Board Amendment constituting Part A of Proposal 2 would also require the vote of
two-thirds (66 2/3%) of the voting power of the Company's voting stock for the
amendment or repeal of, or the adoption of any provision inconsistent with, the
provisions described in the immediately preceding sentence. The primary purpose
of this portion of the Classified Board Amendment, in conjunction with the
portion of the Classified Board Amendment constituting Part C of Proposal 2, is
to prevent a potential acquiror or other shareholder from increasing the number
of directors and attempting to fill those vacancies. The Board has no present
plans, arrangements, commitments or understandings with respect to increasing or
decreasing the size of the Board or of any class of directors.
7
<PAGE>
Possible Disadvantages of the Classified Board Amendment. The Classified
Board Amendment is not intended to, and the Board believes that it would not,
deter fully priced and financed cash offers for all outstanding shares of Common
Stock because the Board's fiduciary duties would require it to act in the best
interests of the Company and its shareholders in responding to an unsolicited
takeover proposal. However, it is possible that the Classified Board Amendment
could have the effects of discouraging certain unsolicited takeover proposals
and make it more difficult to replace the existing Board and management even
though such a proposal or replacement might be beneficial to the Company and its
shareholders and even though some shareholders might otherwise desire such a
proposal or replacement. Acquisitions or other changes in control which are
proposed and effected without prior consultation and negotiation with the
existing Board and management are not necessarily detrimental to the Company and
its shareholders. Such proposals may enable certain stockholders to sell their
shares at a price higher than that which would otherwise prevail. In addition,
since the provisions of the Classified Board Amendment would make the removal of
directors more difficult than at present, it will increase the directors'
security in their positions, and since the Board has the ability to retain and
discharge management, could perpetuate incumbent management. The Board, however,
believes that the benefits of continuity and stability in the management and
policies of the Company and the enhancement of the Board's ability to negotiate
with the proponents of unsolicited takeover proposals and otherwise respond to
such proposals outweigh the disadvantages of potentially discouraging such
proposals and the possibility of self-interest by management.
Members of the Company's management, principally members of the Garrison
family (including F. S. Garrison, Ben A. Garrison, Will Garrison and Tom
Garrison) all of whom are nominees for election as members of the Board of
Directors of the Company, presently own 41.10% of the common stock of the
Company. Accordingly, the members of management do not beneficially own in the
aggregate voting power sufficient to approve Proposal 2.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting is required to approve each part of
Proposal 2. Unless each of the four parts of Proposal 2 is approved by such
vote, the Classified Board Amendment will not be implemented.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF EACH PART OF
PROPOSAL 2. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS
SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
8
<PAGE>
PRINCIPAL SHAREHOLDERS
As of February 13, 1995, the only shareholders known by the Company to own,
directly or indirectly, more than 5% of the Company's Common Stock, the only
class of the Company's capital stock presently outstanding, are reflected in the
following table:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OWNED SHARES (2)
---------------- ---------------- -----------
<S> <C> <C>
F. S. Garrison (1) 10,254,308 33.58%
Stephens Inc. 1,664,744(3) 5.45%
Ben A. Garrison (1) 1,500,000 4.91%
Tom Garrison 262,204 0.86%
Will Garrison 101,968 0.33%
</TABLE>
__________________
(1) The address of this shareholder is 2200 Forward Drive, Harrison, Arkansas,
72601. Amounts shown include shares held under trust or otherwise by or for
the benefit of certain immediate family members.
(2) Percentage based upon 30,541,998 shares of the Company's Common Stock
outstanding as of February 13, 1995.
(3) Includes shares held in various discretionary investment accounts maintained
for the benefit of certain clients of Stephens Inc., and shares held by or
for the benefit of certain officers, directors or employees of Stephens
Inc., as to all of which shares Stephens Inc. has disclaimed beneficial
ownership. The address of Stephens Inc. is 111 Center Street, Little Rock,
Arkansas, 72201.
9
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all of the cash compensation paid or to be paid by
the Company as well as certain other compensation paid to the Chief Executive
Officer and the three highest paid executive officers of the Company for such
period in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
COMPENSATION (c) COMPENSATION COMPENSATION
---------------- ------------ ------------
SALARY AWARDS
NAME AND (a) OPTIONS/SARS (b)
POSITION YEAR ($) (#) ($)
-------- ---- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
F. S. Garrison 1994 250,000 30,000/0 7,865
President and CEO 1993 225,000 500,000/0 7,313
1992 192,400 -0- 3,888
James. R. Dodd 1994 150,000 5,000/0 5,469
Exec. V.P. Acctg. & 1993 125,000 7,500/7,500 4,688
Finance/CFO 1992 100,000 10,000 3,028
Tony Balisle (1) 1994 109,783 3,000/0 4,429
Exec. V.P. 1993 -0- -0- -0-
Operations 1992 -0- -0- -0-
Thomas D. Doty 1994 108,750 3,000/0 4,101
V. P. 1993 95,000 4,500/4,500 3,534
Marketing 1992 86,000 3,000/0 555
T. J. Jones 1994 102,273 5,000/0 3,835
Director 1993 125,000 7,500/7,500 4,688
1992 100,000 10,000 3,028
</TABLE>
__________________
(1) Mr. Balisle was promoted to Executive Vice President-Operations in July
1994. Prior to that date, Mr. Balisle served the Company in other
positions.
(a) Amounts shown include cash and non-cash compensation earned and received by
executive officers as well as amounts earned but deferred at the election of
those officers.
(b) Amounts consist solely of Company contributions to executives' accounts
under the Company's defined contribution plan.
(c) Does not include the value of perquisites and other benefits where the
aggregate value of such compensation, if any, does not exceed the lesser of
$50,000 or 10% of the total amount of annual salary and bonus for any named
executive.
DIRECTOR COMPENSATION
Non-employee directors are paid an $18,000 annual retainer for attending all
regular and special meetings of the Board of Directors. The Company reimburses
all directors for their travel expenses in attending meetings. In 1993, the
Company adopted a non-statutory stock option plan for non-employee directors.
No more than 50,000 shares may be issued under this plan. This plan provides
for the automatic granting of options to purchase 1,000 shares of Company's
Common Stock at the fair market value of such common stock on February 1 of each
year, which options vest and become exercisable at 20% per year for 5 years and
may not be exercised later than 10 years after the date of grant. During 1994,
the Company granted to Mr. Frank Conner (who, at the time of grant, was not an
employee of the Company) and Mr. Ken Reeves options to acquire 1,000 shares of
the Company's Common Stock each at a purchase price of $17.875 per share.
Except as indicated above, American Freightways' officers are not compensated
for their services as directors.
10
<PAGE>
OPTIONS/STOCK APPRECIATION RIGHT ("SAR") GRANTS
The following table sets forth information with respect to the named
executives concerning options granted in the last fiscal year and their
potential realizable value:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (d)
----------------------------------------------------------- --------------------------
% OF TOTAL
OPTIONS/
SARS
GRANTED TO
OPTIONS/ EMPLOYEES
SARS IN EXERCISE OR
GRANTED FISCAL YR BASE PRICE EXPIRATION 5% 10%
NAME (#) (%) ($/SH) (c) DATE ($) ($)
- ---- -------- ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
F. S. Garrison (a) 30,000 19.4 17.875 2/01/04 337,838 852,638
James R. Dodd (b) 5,000 3.2 17.875 2/01/04 56,306 142,106
Tony R. Balisle (b) 3,000 1.9 17.875 2/01/04 33,784 85,264
Thomas D. Doty (b) 3,000 1.9 17.875 2/01/04 33,784 85,264
T. J. Jones (b) 5,000 3.2 17.875 2/01/04 56,306 142,106
</TABLE>
__________________
(a) Options to acquire 30,000 shares under the Chairman Stock Option Plan,
vesting at 20% per year with a term of ten years.
(b) Options granted in 1994 are exercisable starting 12 months after the grant
date with 20% of the shares covered thereby becoming exercisable at that
time and with an additional 20% of the option shares vesting and becoming
exercisable on each successive anniversary date with full vesting occurring
on the fifth anniversary date. Unvested portions of options are forfeited
upon termination of employment. Under the terms of the Stock Option Plans,
the Board of Directors retains discretion subject to plan limits to modify
terms of outstanding options. The options were granted for a term of 10
years subject to earlier termination in certain events related to
termination of employment. Options issued to F. S. Garrison are non-
statutory stock options. James R. Dodd's, Tony R. Balisle's and Thomas D.
Doty's options qualify as "incentive stock options" under the Internal
Revenue Code.
(c) The exercise price reflects the fair market value of the underlying shares
on the grant date. The exercise price and tax withholding obligation
related to exercise may be paid by delivery or by offset of shares, subject
to certain conditions and limitations.
(d) As required by rules of the Securities and Exchange Commission, potential
values stated are based on the prescribed assumption that the Company's
Common Stock will appreciate in value from the date of grant to the end of
the option term (ten years from the date of grant) at annualized rates of 5%
and 10% (total appreciation of 63% and 159%), respectively, and therefore
are not intended to forecast possible future appreciation, if any, in the
price of the Company's Common Stock.
11
<PAGE>
OPTION/SAR EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives concerning exercise of options during the last fiscal year and
unexercised options and SARs held as of the end of the fiscal year:
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE
SHARES NUMBER OF UNEXERCISED MONEY OPTIONS/SARS
ACQUIRED VALUE OPTIONS/SARS AT FY-END AT 12/31/94
ON EXERCISE REALIZED (a) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (b)
NAME (#) ($) (#) ($)
---- ----------- ------------ ------------------------- --------------------------------
<S> <C> <C> <C> <C>
F. S. Garrison -0- -0- 100,000/430,000 681,250/2,725,000
James R. Dodd 15,000 188,188 6,000/51,000 101,250/578,500
Tony R. Balisle 10,500 156,581 900/24,600 6,131/245,850
Thomas D. Doty 4,000 74,000 17,800/26,200 233,213/272,850
T. J. Jones -0- -0- 62,000/51,000 919,313/578,500
</TABLE>
_________________
(a) Market price of underlying securities at exercise date, minus exercise or
base price of "in the money" options.
(b) Market value of the Company's Common Stock at 12/31/94 was $19.875 per share
and was used to calculate value.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for setting and administering the policies that govern compensation
and benefit packages in general and the compensation for the members of the
Company's Management Committee in particular. The total compensation package of
officers of the Company consists of base salary, stock options and the Company's
contributions to executives accounts under the Company's defined contribution
plan.
In reviewing the total compensation of the Company's executive officers, the
Committee compares American Freightways' corporate performance, the officers'
actual compensation and share ownership with both the industry peers included in
the performance graph (see page 15) and a broader more generalized group of
similarly sized and geographically located companies. The committee then
evaluates the current Company performance (in particular revenue growth,
operating ratio and net margin), its financial position (in particular debt to
equity, current ratio and asset utilization) and its long range goals against
contributions made by key employees in current performance and contributions
that would be necessary in obtaining future objectives.
In general, the Committee believes that the executive officers' compensation
should be heavily influenced by Company performance as measured in financial
results and stock appreciation. Some of the information the Committee considers
and the relative weights the Committee assigns in their analysis are:
FACTOR WEIGHT
------ ------
Annual Revenue Growth 25%
Operating Revenue/Operating Expenses 15%
Net Margin 25%
Earnings Per Share 15%
Return on Assets 10%
Return on Equity 10%
The Company met and surpassed all goals in these areas during 1994.
The annual compensation programs of the Company are weighted heavily
towards a base salary. In reviewing executives base salaries, the Committee
considers many factors including corporate performance in meeting both long and
short term objectives (see factors in above table), current market conditions
and relative size of the Company. The Committee places the most weight (over
60%) on corporate performance with other considerations given between 15-20% of
the weight. In addition, the Committee, among other things, evaluates the
overall performance of key employees, management succession, the necessity of
qualifying compensation under Section 162(m) of the Internal Revenue Code
(which is not currently relevant) and other related matters in all aspects of
employee compensation and benefits. In dealing with the above factors, many of
which cannot be reduced to a mathematical formula, the Committee must use some
subjectivity in setting the relative weights assigned to each factor.
The Company currently has no long term incentive program other than stock
option grants. These grants reward the executives of the Company in direct
relationship to the Company's stock performance. The Committee believes in the
longer term, the value of the stock will be most directly related to revenue
growth and earnings per share. For this reason the individual and aggregate
stock options granted by the Company are weighted heavily toward meeting these
goals. The goals for revenue growth and earnings per share were both met this
year. Accordingly, the Committee granted in 1994, options to purchase 154,500
shares of Common Stock to Company executives. In reviewing stock option grants,
the Committee considers the amount of options previously granted and the
aggregate size of the current awards both by individual and in total.
Individual awards are based on contribution by the executive in obtaining
current goals and in meeting long term objectives.
13
<PAGE>
The base salary for F. S. (Sheridan) Garrison, the Company's CEO, is
determined by examining the same factors generally considered for the Company's
other executives. During 1994, Mr. Garrison's base salary increased by
approximately 11% compared to 1993. This increase was a result of the perceived
contribution by the CEO to the Company's meeting of the objectives identified
earlier with respect to compensation of other company executives. The stock
option plan for the Chairman is a non-discretionary plan with the number of
options granted tied to the annual growth rate of earnings per share. The
formula is set in the plan that was approved by the shareholders in the 1993
Annual Meeting. It cannot be adjusted or waived by the Committee or the Board
without amending the plan and obtaining shareholder approval.
The Committee believes the compensation package of base salary and stock
options has fairly compensated the Company's executives in the past. The
compensation package is in the mid to low range in comparison to both its
industry peers represented in the performance graph (see page 15) and the
generalized group of companies. The Committee will continue to review the
programs to ensure that the combination of base salary and incentives are fair
to the Company and the employees and that the compensation package is related to
overall performance of both the employees and the Company in relation to long
term objectives of the Company.
THE COMPENSATION COMMITTEE
Ken Reeves
F.S. Garrison
T.J. Jones
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
T.J. Jones, a former employee of the Company, is on the Compensation
Committee, but will not participate in setting the stock option grants for 1995.
F.S. Garrison, who also serves as CEO of the Company, is on the
Compensation Committee, but does not participate in setting or reviewing the CEO
compensation package.
Other than stated above, there exists no interlocking relationships on the
Compensation Committee.
14
<PAGE>
COMPANY PERFORMANCE
The following graph shows a five year comparison of cumulative total
returns for American Freightways, the S&P 500 index and an index of peer
companies selected by the Company:
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)
AMONG AMERICAN FREIGHTWAYS, S&P 500 INDEX AND PEER GROUP INDEX
<CAPTION>
Measurement period American S&P 500 Peer Group
(Fiscal Year Covered) Freightways Index Index (2)
- --------------------- ----------- -------- ----------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/90 $ 139.17 $ 96.89 $ 83.93
FYE 12/31/91 $ 233.33 $ 126.42 $ 120.19
FYE 12/31/92 $ 310.00 $ 136.05 $ 133.49
FYE 12/31/93 $ 526.66 $ 149.76 $ 142.68
FYE 12/31/94 $ 530.00 $ 151.74 $ 136.30
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1989
(1) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS, IF APPLICABLE.
(2) PEER GROUP TOTAL RETURN BASED ON MARKET CAPITALIZATION.
PEER GROUP COMPRISED OF EIGHT PUBLICLY-TRADED, LESS-THAN-TRUCKLOAD
CARRIERS.
The total cumulative return on investments (change in the year-end stock
price plus applicable reinvested dividends) for each of the periods for the
Company, the peer group and the S&P 500 is based on the stock price or market
index at the end of fiscal year 1989.
The above graph compares the Company with that of the S&P 500 and a group
of peer companies with the investment weighted on market capitalization.
Companies in the peer group are as follows: Arkansas Best Corporation, Arnold
Industries, Inc., Carolina Freight Corporation, Consolidated Freightways, Inc.,
Old Dominion Freight Line, Inc., Roadway Services, Inc., TNT Freightways
Corporation and Yellow Corporation.
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance.
15
<PAGE>
CERTAIN TRANSACTIONS
Any transactions between the Company and its officers, directors, principal
shareholders or other affiliates will be approved by a majority vote of the
Company's disinterested directors and will continue to be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the Securities and Exchange Act of 1934, the Company's executive
officers, directors and those persons who own more than ten percent of the
Company's Common Stock are required to file reports of ownership and subsequent
changes of ownership with the Securities and Exchange Commission. Specific due
dates have been established for these reports and the Company is required to
disclose in this proxy statement, any failure to file by these dates. Based
upon a review of the copies of such reports filed with the Commission and
written representations from the Company's directors and executive officers, the
Company believes that during the preceding year all filing requirements
applicable to executive officers and directors have been complied with.
AUDITORS TO BE PRESENT
A representative of Ernst & Young LLP, the Company's auditors for fiscal
1994, is expected to be in attendance at the Annual Meeting and will be afforded
the opportunity to make a statement. The representative will also be available
to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 Annual Meeting should
be directed to Mr. Tom Garrison, Secretary/Treasurer of the Company, and must be
received by the Company on or before December 29, 1995. Any such proposal must
comply with the requirements of Rule 14a-8 of the Securities Exchange Act of
1934.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made personally, by written communications, telephone or telegraph, and
may be made by directors and regular employees of the Company.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as filed with the United States Securities and Exchange Commission,
including the financial statements and schedules thereto. The written request
should be sent to Mr. James R. Dodd, Chief Financial Officer, American
Freightways Corporation, P. O. Box 840, Harrison, Arkansas 72602-0840.
16
<PAGE>
OTHER MATTERS
So far as now known, there is no business other than that described above
to be presented to the shareholders for action at the meeting. Should other
business come before the meeting, votes may be cast pursuant to proxies in
respect to any such business in the best judgment of the persons acting under
the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN,
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ F. S. Garrison
___________________________________
F. S. (Sheridan) Garrison,
Chairman of the Board of Directors,
President and Chief Executive Officer
February 21, 1995
17
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS, MARCH 28, 1995
The undersigned shareholder(s) of American Freightways Corporation (the
"Company") hereby appoint F. S. Garrison and Tom Garrison, and each or either of
them, the true and lawful agents and attorneys-in-fact for the undersigned, with
power of substitution, to attend the meeting and to vote the stock owned by or
registered in the name of the undersigned, as instructed below, at the Annual
Meeting of Shareholders to be held at 2200 Forward Drive, Harrison, Arkansas on
Tuesday, March 28, 1995 at 7:00 p.m., local time, and at any adjournments
thereof, for the transaction of the following business:
1. TO FIX THE NUMBER OF DIRECTORS AT NINE AND TO ELECT NINE DIRECTORS TO THE
TERMS SET FORTH BELOW:
FOR all nominees listed below WITHHOLD AUTHORITY AGAINST
(except as marked to contrary to vote for all nominees all nominees
below)[_] below [_] listed below [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
CHECK THE BOX MARKED "FOR" IMMEDIATELY ABOVE AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
Class I (one year term) Ben A. Garrison, Will Garrison, Tony Balisle
Class II (two year term) Tom Garrison, T. J. Jones, Frank Conner
Class III (three year term) F. S. Garrison, Ken Reeves, James R. Dodd
If Proposal 2 is not adopted at the 1995 Annual Meeting of Shareholders,
---
all nominees will serve a one year term until the 1996 Annual Meeting of
Shareholders.
2. TO APPROVE AN AMENDMENT TO CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF
INCORPORATION RELATING TO:
Part A Classification of the Board
[_] FOR [_] AGAINST [_] ABSTAIN
Part B Removal of Directors only for cause
[_] FOR [_] AGAINST [_] ABSTAIN
Part C Filling of vacancies on the Board
[_] FOR [_] AGAINST [_] ABSTAIN
Part D Fixing the size of the Board
[_] FOR [_] AGAINST [_] ABSTAIN
(continued, and to be signed on other side)
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The Proxy when properly executed will be voted in the manner directed herein by
the undersigned.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3.
PLEASE SIGN, DATE AND RETURN THIS PROXY AS SOON AS POSSIBLE.
Dated ___________________________ , 1995
______________________________________
Signature
______________________________________
Signature
(Please sign exactly as name(s) appears at left. If stock is in the name of two
or more persons, each should sign. Persons signing as attorney, executor,
administrator, trustee, guardian or other fiduciary, please give full title as
such. If a corporation, then signature should be by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.)
