SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
DEVLIEG-BULLARD, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[LOGO]
One Gorham Island
Westport, Connecticut 06880
(203) 221-8201
December 9, 1998
Dear Stockholder:
On behalf of the Board of Directors, I am pleased to extend to you an
invitation to attend the Annual Meeting of Stockholders of DeVlieg-Bullard,
Inc., to be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut, on Wednesday, January 20, 1999, beginning at 10:00 a.m., E.S.T.
The notice of meeting and proxy statement on the following pages contain
information about the matters which are to be considered. During the meeting we
will also review operating results for the past year.
In order to ensure that your shares are voted, please complete, date, sign,
and return the enclosed proxy in the enclosed postage-paid envelope at your
earliest convenience. Every stockholder's vote is important.
We look forward to seeing you on Wednesday, January 20, 1999.
Sincerely,
WILLIAM O. THOMAS
President and Chief
Executive Officer
<PAGE>
[LOGO]
One Gorham Island
Westport, Connecticut 06880
(203) 221-8201
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------
Notice is hereby given that the Annual Meeting of Stockholders of
DeVlieg-Bullard, Inc. (the "Company"), will be held at 10:00 a.m., E.S.T., on
Wednesday, January 20, 1999, at the Hyatt Regency Hotel, 1800 East Putnam
Avenue, Greenwich, Connecticut for the following purposes:
1. To elect seven (7) directors to hold office until the next Annual
Meeting and until their successors are elected and qualified; and
2. To transact such other business as may properly be brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 25,
1998, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.
Your attention is directed to the Proxy Statement accompanying this notice
for a more complete statement regarding matters to be acted upon at the Annual
Meeting.
By the Order of the Board of Directors
Karen V. Hahn, Secretary
Westport, Connecticut
December 9, 1998
YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY. SHOULD YOU DESIRE TO REVOKE
YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY
TIME BEFORE IT IS VOTED.
<PAGE>
DeVlieg-Bullard, Inc.
One Gorham Island
Westport, Connecticut 06880
(203) 221-8201
------------------
PROXY STATEMENT
------------------
The accompanying proxy is solicited by the Board of Directors of
DeVlieg-Bullard, Inc. (the "Company") for use at the Annual Meeting of
Stockholders and any adjournments thereof (the "Annual Meeting"), to be held on
January 20, 1999, notice of which is attached hereto.
The purposes of the Annual Meeting are to elect seven directors and to
transact such other business as may properly be brought before the Annual
Meeting or any adjournment thereof. The Board of Directors knows of no other
matters which are to brought to a vote at the Annual Meeting. However, if any
other matter does come before the Annual Meeting, the persons appointed in the
proxy or their substitutes will vote in accordance with their best judgment on
such matters.
A stockholder who signs and returns a proxy may revoke the same at any time
before the authority granted thereby is exercised by attending the Annual
Meeting and electing to vote in person, by filing with the Secretary of the
Company a written revocation or by duly executing a proxy bearing a later date.
Unless so revoked, the shares represented by the proxy will be voted at the
Annual Meeting. Where a choice is specified on the proxy, the shares represented
thereby will be voted in accordance with such specifications.
The Board of Directors has fixed the close of business on November 25,
1998, as the record date for the Annual Meeting. Only record holders of the
Company's common stock, par value $.01 per share (the "Common Stock"), at the
close of business on that date will be entitled to vote at the Annual Meeting.
On the record date, the Company had outstanding 12,334,900 shares of Common
Stock. Holders of the Common Stock will be entitled to one vote for each share
of Common Stock so held, which may be given in person or by proxy duly
authorized in writing. Stockholders have no right to vote cumulatively on any
matter.
The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
meeting. The directors shall be elected by a plurality of the votes cast in the
election by the holders of the Common Stock represented and entitled to vote at
the Annual Meeting. Any other matters submitted to the stockholders shall be
approved by the affirmative vote of a majority of the votes cast by the holders
of the Common Stock represented and entitled to vote at the Annual Meeting.
Abstentions and broker "non-votes" are counted as present in determining whether
the quorum requirement is satisfied. Abstentions and broker "non-votes" will not
be counted either for or against the election of directors. A broker "non-vote"
occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions from the
beneficial owner.
The cost of solicitation of proxies will be borne by the Company, including
expenses in connection with preparing, assembling and mailing this Proxy
Statement and the reasonable expenses of brokerage firms and others for
forwarding proxies and proxy material to the beneficial owners of Common Stock
of the Company. Such solicitation will be made by mail, and may also be made by
the Company's regular officers or employees personally or by telephone or
telecopy.
This Proxy Statement and the Company's Annual Report to Stockholders have
been mailed on or about December 9, 1998 to all stockholders of record at the
close of business on November 25, 1998.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information furnished to the Company
as of November 25, 1998, with respect to any person, other than officers or
directors of the Company, known to the Company to be the beneficial owner of
more than 5% of the outstanding shares of the Common Stock.
Amount and Percent
Nature of of
Beneficial Class
Name and Address of Beneficial Owner Ownership (%)
- ------------------------------------ ---------- --------
Stanwich Oil & Gas, Inc. (1) 1,754,887(2) 14.2
One Stamford Landing
Stamford, Connecticut 06902
Royce & Associates, Inc. (3) 719,900 5.8
1414 Avenue of the Americas
New York, New York 10019
- ----------
(1) Based on information contained in Amendment No. 6 to Schedule 13G filed by
Stanwich Oil & Gas, Inc. ("Stanwich Oil & Gas") with the Securities and
Exchange Commission (the "SEC") on February 9, 1998. Charles E. Bradley,
the Chairman of the Board and a Director of the Company, and John G. Poole,
a Director of the Company, own 49.0% and 29.8%, respectively, of the common
stock of Stanwich Oil & Gas. Mr. Bradley is a director and officer and Mr.
Poole is an officer of Stanwich Oil & Gas. In addition, 21.0% of the common
stock of Stanwich Oil & Gas is owned by an irrevocable trust established
for the benefit of Mr. Bradley's adult children.
(2) Of the shares of Common Stock beneficially owned by Stanwich Oil & Gas,
353,900 have been pledged to secure certain indebtedness of Mr. Bradley.
Additionally, on September 24, 1998 Stanwich Oil & Gas granted William O.
Thomas an option (the "Stanwich Option") to purchase 150,000 shares of the
Company's Common Stock owned by Stanwich Oil & Gas at an exercise price of
$2.75, 90,000 of which have vested and the remaining 60,000 of which will
vest on September 30, 1999.
(3) Based on information contained in Schedule 13G filed by Royce & Associates,
Inc. with the SEC on February 4, 1998.
PROPOSAL 1: ELECTION OF DIRECTORS
Directors are elected each year, to hold office until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified. The Company's Bylaws provide for a minimum of three and a maximum of
twelve directors, the exact number to be set by the Board of Directors. The
current Board of Directors consists of seven members. Effective as of the date
of the Annual Meeting, the Board has fixed the number of directors at seven. All
of the nominees to be elected as directors at the Annual Meeting are currently
directors of the Company. All of the nominees were previously elected by the
stockholders.
Unless contrary instructions are received, the enclosed proxy will be voted
in favor of the election as directors of the nominees listed below. Each nominee
has consented to be a candidate and to serve, if elected. While the Board has no
reason to believe that any nominee will be unable to accept nomination or
election as
2
<PAGE>
a director, if such an event should occur, the proxy will be voted with
discretionary authority for a substitute or substitutes as shall be designated
by the current Board of Directors.
The following table contains certain information concerning the nominees
and regarding the beneficial ownership of the Common Stock by each director and
nominee, the executive officers of the Company and by all directors and
executive officers as a group. Except as otherwise indicated, each person has
sole voting and investment power over the shares of Common Stock listed as
beneficially owned by him.
<TABLE>
<CAPTION>
Share of Common
Stock Beneficially
Owned on Percent
November 25, of
Name Age Position 1998(1) Class
---- --- -------- ------- -----
<S> <C> <C> <C> <C>
Charles E. Bradley.................. 69 Chairman, Director 2,414,727(2) 19.1
and Nominee
William O. Thomas................... 57 President, Chief 464,638 3.6
Executive Officer,
Director and
Nominee
Thomas V. Gilboy.................... 44 Vice President, Chief 20,000 *
Financial Officer and
Assistant Secretary
Lawrence M. Murray (3).............. 56 Vice President, Chief 170,320 1.4
Financial Officer and
Secretary
Burton C. Borgelt................... 65 Director and 11,000 *
Nominee
Thomas L. Cassidy................... 70 Director and 24,000 *
Nominee
John R. Kennedy..................... 68 Director and 14,000 *
Nominee
John E. McConnaughy, Jr............. 69 Director and 10,000 *
Nominee
John G. Poole....................... 55 Director and 785,758(2)(4) 6.3
Nominee
All directors and executive officers as a group (8 persons) (5)......... 3,744,123 28.2
</TABLE>
- ----------
* Less than one percent.
(1) Includes the following shares which are not currently outstanding but which
the named individuals are entitled to acquire within 60 days of the date
hereof upon the exercise of options: William O. Thomas -- 395,000 shares
(including 90,000 from the Stanwich Option); Lawrence M. Murray -- 160,000
shares; Burton C. Borgelt -- 10,000 shares; Thomas L. Cassidy -- 10,000
shares; John R. Kennedy -- 10,000 shares; John E. McConnaughy, Jr. --
10,000 shares. Also includes the following shares which are not currently
outstanding but which the named individuals are entitled to acquire within
60 days of the date hereof upon the exercise of stock purchase warrants:
Charles E. Bradley -- 312,499 shares; John G. Poole -- 187,500 shares.
Includes for all directors and executive officers as a group (8 persons) --
934,999 shares relating to both options and warrants. The shares described
in this note are deemed to be outstanding for the purpose of computing the
percentage of outstanding
3
<PAGE>
Common Stock owned by such persons individually and by the group, but are
not deemed to be outstanding for the purpose of computing the percentage of
ownership of any other person.
(2) Does not include 1,754,887 shares beneficially owned by Stanwich Oil & Gas.
Mr. Bradley and Mr. Poole own 49.0% and 29.8%, respectively, of the common
stock of Stanwich Oil & Gas. Mr. Bradley is a director and officer and Mr.
Poole is an officer of Stanwich Oil & Gas. In addition, 21.0% of the common
stock of Stanwich Oil & Gas is owned by an irrevocable trust established
for the benefit of Mr. Bradley's children. Does not include 1,500 shares
beneficially owned by Stanwich Partners, Inc. ("Stanwich Partners"). Mr.
Bradley and Mr. Poole are directors and officers of Stanwich Partners and
beneficially own 44.7% and 31.4%, respectively, of the common stock of
Stanwich Partners. Does not include 250,000 shares beneficially owned by
Stanwich Financial Services, Inc. ("Stanwich Financial"). Mr. Bradley is a
director and officer of Stanwich Financial and beneficially owns 42.0% of
the common stock of Stanwich Financial. Mr. Poole beneficially owns 7.0% of
the common stock of Stanwich Financial.
(3) Mr. Murray resigned from the Company effective May 31, 1998.
(4) In addition to the shares of Common Stock beneficially owned by Mr. Poole,
14,500 shares are owned by one of Mr. Poole's children and are maintained
in a custodian account pursuant to the Uniform Gift to Minors Act. Mr.
Poole disclaims beneficial ownership of such shares.
(5) Does not include Mr. Murray. See footnote (3).
The following is a brief summary of the business experience of each of the
nominees:
Charles E. Bradley was named Chairman of the Board of the Company in
December 1989. Mr. Bradley was a co-founder of the Company in 1986 and has
served as a Director since that time. Mr. Bradley served as the Vice President
and Treasurer of the Company from 1986 through December 1989. Mr. Bradley was a
co-founder of Stanwich Partners in 1982 and has served as its President since
that time. Mr. Bradley is a Director of Consumer Portfolio Services, Inc., NAB
Asset Corporation, General Housewares Corporation, Zydeco Energy Corporation,
Audits & Surveys Worldwide, Texon Energy Corporation and several private
companies. Mr. Bradley is currently the Chairman of the Board of Chatwins Group,
Inc., Consumer Portfolio Services, Inc. and NAB Asset Corporation, is a
Director, President and acting Chief Financial Officer of Sanitas, Inc., and is
a Director, President and Chief Executive Officer of Reunion Industries, Inc. He
is a certified public accountant and received his M.B.A. from New York
University School of Business and his B.S. from Yale University. See "Certain
Relationships and Related Transactions."
William O. Thomas has been a Director of the Company since 1986 and served
as its Chairman from 1986 to December 1989 and served as its Vice Chairman from
December 1989 until March 2, 1992. Effective March 2, 1992, Mr. Thomas was
elected President and Chief Executive Officer of the Company. Mr. Thomas is a
Director of Sanitas, Inc. Prior thereto, Mr. Thomas held several management
positions over a period of 16 years in the Plastics Group of General Electric
Company and was general manager of the Plastics Products Division of Uniroyal.
He received his B S. from Purdue University.
Burton C. Borgelt was elected a Director of the Company in December 1989.
Mr. Borgelt served as Chief Executive Officer of Dentsply International, Inc., a
dental supply company, from 1982 until 1993, and from 1995 to 1996. He served as
Chairman of the Board of Dentsply International, Inc., from 1989 to 1996. Mr.
Borgelt is a Director of Mellon Bank Corporation and Mellon Bank, N.A. Mr.
Borgelt attended the University of Toledo where he majored in marketing and
finance.
Thomas L. Cassidy was elected a Director of the Company in February 1990.
Mr. Cassidy has been a Managing Director of Trust Company of the West since
1984. He is also a Senior Partner of TCW Capital.
4
<PAGE>
He is a director of Reunion Industries, Inc. and Spartech Corporation. Mr.
Cassidy received his M.B.A. from the Wharton School of Business of the
University of Pennsylvania and his B.A. from Georgetown University.
John R. Kennedy was elected a Director of the Company in February 1990. He
was employed with Federal Paper Board Company, Inc. from 1952 until 1996,
holding various management positions. Mr. Kennedy served as President and Chief
Executive Officer of Federal Paper Board from 1967 to 1996. He is a director of
Chase Industries, Inc., International Paper Company, Holnam, Inc., Pioneer
Companies, Inc. and Spartech Corporation. Mr. Kennedy received his B.S. from
Georgetown University.
John E. McConnaughy, Jr. was elected a Director of the Company in December
1989. Mr. McConnaughy is Chairman and CEO of JEMC Corporation. From 1969 to
1986, Mr. McConnaughy served as Chairman and CEO of Peabody International Corp.
("Peabody"). From 1981 to 1992, he served as Chairman and CEO of GEO
International Corporation when it was spun off from Peabody in 1981. Mr.
McConnaughy is a Director of Mego Financial Corporation, Transact International,
Inc., Levcor International, Inc., Riddell Sports, Inc., Adrien Arpel, Inc. and
Wave Systems, Inc.
John G. Poole has served as a Director of the Company since 1986 and served
as its Vice President and Secretary from 1986 to December 1989. Mr. Poole was a
co-founder of Stanwich Partners in 1982 and has served as its Vice President
since that time. From 1978 to 1982, he was with Dean Witter Reynolds, Inc., as a
Managing Director. Mr. Poole is also a Director of Chatwins Group, Inc. and
Consumer Portfolio Services, Inc., and a Director and Vice President of Sanitas,
Inc. Mr. Poole received his M.B.A. from the Wharton School of the University of
Pennsylvania and his B.A. from Brown University. See "Certain Relationships and
Related Transactions."
The Board of Directors has an Audit Committee for the purpose of meeting
with the independent public accountants of the Company; reviewing the audit
plan, the annual audit and any other reports or recommendations made by the
accountants; recommending whether the auditors should be continued as auditors
for the Company and, if other auditors are to be selected, recommending the
auditors to be selected; meeting with the Company's internal auditors, if any,
and reviewing with them and the Company's auditors the adequacy of the Company's
internal controls; and performing such other duties as shall be delegated by the
Board of Directors. Messrs. Borgelt, Kennedy and McConnaughy comprise the Audit
Committee, which met twice during the fiscal year ended July 31, 1998.
The Board of Directors has a Compensation Committee for the purpose of
recommending policies and plans concerning salaries, bonuses and other
compensation of the senior executives of the Company, including reviewing the
salaries of senior executives and recommending bonuses and other forms of
additional compensation for them; establishing and reviewing policies regarding
management perquisites; administering the Company's stock-based award plans; and
performing such other duties as shall be delegated by the Board. Messrs.
Borgelt, Cassidy and Kennedy comprise the Compensation Committee, which met
twice during the fiscal year ended July 31, 1998. See "Executive Compensation
and Other Information -- Compensation Committee Report."
During the fiscal year ended July 31, 1998, the Board of Directors held
four meetings. All directors attended more than 75% of the aggregate number of
meetings of the Board and Committees of the Board on which they serve. The Board
of Directors does not have a nominating committee.
A plurality of votes cast is necessary for the election of each nominee.
The Board of Directors recommends a vote FOR all nominees.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table summarizes the compensation earned or paid to the
Company's executive officers (the "Named Executive Officers") for fiscal years
ended July 31, 1998, 1997 and 1996, respectively.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Securities
Underlying
Annual Compensation Options/ All Other
Fiscal ------------------------- SARs Compensation
Name and Principal Position Year Salary ($) Bonus ($) (#)(1) ($)(2)
--------------------------- ------ ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William O. Thomas.......................... 1998 252,000 (3) -- 36,695
President and Chief Executive 1997 252,000 188,923 100,000 36,268
Officer 1996 252,000 126,915 -- 33,977
Thomas V. Gilboy........................... 1998 160,000 (3) 100,000 --
Vice President, Chief Financial
Officer and Assistant Secretary
Lawrence M. Murray (4)..................... 1998 120,833 -- -- 47,272
Vice President, Chief Financial 1997 145,000 72,471 -- 25,067
Officer and Secretary 1996 145,000 48,684 -- 25,592
</TABLE>
- ----------
(1) Number of stock options granted under the 1989 Employee Stock Plan (the
"1989 Plan"). Although the 1989 Plan permits grants of restricted stock and
stock appreciation rights, no grants of those incentives have been made.
(2) Includes the dollar amount of premiums and bonuses paid by the Company for
insurance policies in the amounts of $26,550, $26,763 and $27,424 on behalf
of Mr. Thomas, and $18,083, $18,172, and $18,131 on behalf of Mr. Murray,
in fiscal 1998, 1997 and 1996, respectively. The remainder represents (i)
contributions to the Company's Savings Plan (which is qualified under
Section 401(k) of the Internal Revenue Code of 1986, as amended) in the
amounts of $5,235, $4,500 and $4,148 for the account of Mr. Thomas, and
$2,974, $4,085 and $3,392 for the account of Mr. Murray in fiscal 1998,
1997 and 1996, respectively, (ii) the personal use of a Company-leased
automobile by Mr. Thomas valued at $4,910, $5,005 and $2,405, and by Mr.
Murray at $1,846, $2,810 and $3,069 in fiscal 1998, 1997 and 1996,
respectively, and (iii) amounts paid to Mr. Murray in connection with the
resignation from employment with the Company pursuant to the terms of a
Severance Agreement and General Release, dated October 8, 1998.
(3) The Compensation Committee of the Board of Directors has not yet met to
consider the award of any annual bonuses for Messrs. Thomas and Gilboy for
fiscal 1998 as of the date hereof.
(4) Mr. Murray resigned from the Company effective May 31, 1998. See
"Employment, Severance and Change-in-Control Arrangements."
6
<PAGE>
Option Grants in Fiscal 1998
The following table sets forth information with respect to stock options
granted by the Company to the Named Executive Officers during the fiscal year
ended July 31, 1998.
<TABLE>
<CAPTION>
Percent of Potential Realizable Value
Number of Total at Assumed Annual Rates
Securities Options/SARs of Stock Price Appreciation
Underlying Granted to Exercise for Option Term ($) (2)
Options/SARs Employees in Price Expiration ----------------------------
Name Granted (#)(1) Fiscal ($/Share) Date 5% 10%
1998(%)
- ----------------- --------------- ------------ --------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas V. Gilboy 100,000 100.0 2.75 03/09/08 172,946 438,279
</TABLE>
- ----------
(1) All stock options were granted under the Company's 1989 Plan at an exercise
price equal to the fair market value at the date of grant. Options are
exercisable in installments of 30% at the end of the first and second years
from the date of grant and 40% at the end of the third year, and have a
term of ten years. Although the 1989 Plan allows the grant of stock
appreciation rights, no such rights have been granted to date.
(2) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the SEC and, therefore, are not intended to
forecast possible future appreciation, if any, of the Company's Common
Stock price.
Fiscal 1998 Year-End Option Values
The following table sets forth certain information regarding unexercised
stock options granted by the Company to the Named Executive Officers and held by
them at July 31, 1998. None of the Named Executive Officers exercised any stock
options issued by the Company during fiscal 1998.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised in-the-
Options/SARs at Money Options/SARs at
July 31, 1998 (#) July 31, 1998 ($) (1)
------------------------------ ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William O. Thomas 395,000 130,000 37,500 --
Thomas V. Gilboy -- 100,000 -- --
Lawrence M. Murray 160,000 -- 18,750 --
</TABLE>
- ----------
(1) Based on the last reported sale price ($2.00) as reported on the Nasdaq
Stock Market's National Market on July 31,1998.
The Company has not awarded stock appreciation rights to any employee and
has no long term incentive plans, as that term is defined in regulations
promulgated by the SEC. During the fiscal year ended July 31, 1998, the Company
did not adjust or amend the exercise price of stock options awarded the Named
Executive Officers, whether through amendment, cancellation or replacement
grants, or other means. The Company presently has no defined benefit or
actuarial plans covering either of the Named Executive Officers.
7
<PAGE>
DIRECTOR COMPENSATION
Each director, other than directors who have served as an employee of or
consultant to the Company or Stanwich Partners or its affiliates, (each, an
"Outside Director") receives an annual retainer of $12,000 and a fee of $1,000
for each Board of Directors meeting attended, $1,000 for each committee meeting
attended on a day on which there is no regularly scheduled Board of Directors
meeting and is reimbursed for travel expenses associated with serving as a
director. The aggregate amount of fees paid to the Outside Directors for the
1998 fiscal year was $81,000.
Each Outside Director participates in the Company's 1991 Stock Option Plan
for Outside Directors (the "Outside Directors Plan"). Upon initial election to
the Board, each Outside Director will be granted an option to purchase 5,000
shares of the Company's Common Stock at a price equal to the fair market value
as of the date of grant. Options granted under the Outside Directors Plan vest
one year after grant. The term of the options granted under the Outside
Directors Plan is ten years, unless the optionee ceases to be a director, in
which case the option expires three years following retirement or disability,
one year in the event of death and 90 days in the event the optionee ceases to
be a director for any other reason. At July 31, 1998, there were five
participants under the Outside Directors Plan who held options covering an
aggregate of 25,000 shares at an exercise price of $2.50 per share and options
covering an aggregate of an additional 25,000 shares at an exercise price of
$2.56 per share. There have been no exercises to date of options granted under
the Outside Directors Plan.
The Board of Directors may in the future adjust the compensation of
directors as it deems advisable and consistent with the best interest of the
Company's stockholders and the financial abilities of the Company.
EMPLOYMENT, SEVERANCE AND CHANGE-IN CONTROL ARRANGEMENTS
In March 1998, the Company entered into a letter agreement with Thomas V.
Gilboy in connection with his employment as the Company's Vice President and
Chief Financial Officer. The agreement provides for an annual base salary of
$160,000 and potential cash bonus of up to 50% of Mr. Gilboy's base pay as
determined in the discretion of the Compensation Committee of the Board of
Directors. In addition, Mr. Gilboy received an option to purchase 100,000 shares
of Common Stock under the Company's 1989 Plan, which option becomes exercisable
in installments of 30% at the end of the first and second years from the date of
grant and 40% at the end of the third year, and has a term of ten years.
The Compensation Committee of the Board of Directors has approved severance
arrangements for Mr. Thomas and Mr. Gilboy. Pursuant to the severance
arrangements, Mr. Thomas would receive (i) two years of salary, bonus and health
insurance benefits in the event that Mr. Thomas is terminated by the Company
without Cause (as defined below) or (ii) three years of salary, bonus and health
insurance benefits if during the 18 months following a Change in Control (as
defined below), (a) Mr. Thomas is terminated other than for Cause, disability,
or retirement or (b) Mr. Thomas voluntarily terminates his employment with the
Company following a change in his position, duties, responsibilities or status
with the Company, a reduction in his base salary, or a relocation of the
Company's principal executive offices. In addition, Mr. Gilboy would receive one
year of salary, bonus and health insurance benefits in the event that (i) Mr.
Gilboy is terminated by the Company without Cause or (ii) if during the 18
months following a Change in Control, (a) Mr. Gilboy is terminated other than
for Cause, disability, or retirement or (b) Mr. Gilboy voluntarily terminates
his employment with the Company following a change in his position, duties,
responsibilities or status with the Company, a reduction in his base salary, or
a relocation of the Company's principal executive offices. "Cause" is defined as
fraud, misappropriation or embezzlement. A "Change in Control" is deemed to have
occurred when (i) 30% or more of the combined voting power of the Company's
Common Stock is acquired by any person (other than the Company and other related
entities), (ii) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election (or any combination of the foregoing), less than a majority
of the combined voting power of the Company's Common Stock is held in the
aggregate by the holders of the Company's Common Stock immediately prior to such
transaction, or (iii) a change in the composition of the Board of Directors in
any two-year period such that individuals who were Board members at the
beginning of such period cease to constitute a majority thereof (unless the
election, or the nomination for election by the Company's stockholders, of each
director elected during such two-year period was approved by two-thirds of the
directors then still in office who were directors at the beginning of such
period).
Under the Company's 1989 Plan and Outside Directors Plan, upon a Change in
Control (as defined in the 1989 Plan) any stock options, which are not then
exercisable, will become fully exercisable and the value of all stock options
may, unless otherwise determined by the Committee, be cashed out on the basis of
the Change in Control Price (as defined in the 1989 Plan).
Effective as of May 31, 1998, Mr. Murray resigned as Vice President, Chief
Financial Officer and Secretary of the Company. Pursuant to the terms of the
Severance Agreement between Mr. Murray and the Company, the Company will pay Mr.
Murray semi-monthly payments of $6,041 through November 15, 1999 using the
Company's regular payroll periods. The Company is entitled to offset against
severance payments any compensation earned by Mr. Murray relating to services
provided by him to any employer or independent contractor during the period
ending November 15, 1999. The Severance Agreement also provides for the
contractor during the period ending November 15, 1999. The Severance Agreement
also provides for the continuation at the Company's expense of Mr. Murray's
vehicle lease, certain insurance policies and medical coverage through May 15,
1999. The Company is also obligated to pay (i) a lump sum of $1,006,
representing the Company's earnings on the Company's 401(k) plan had Mr. Murray
remained an employee of the Company, (ii) a lump sum of $4,242, representing the
Company's contribution to Mr. Murray's split dollar insurance policies had he
remained an employee of the Company through September 1, 1998, (iii) a lump sum
of $16,730, representing vacation pay, (iv) up to $5,000 for outplacement
consulting services, and (v) up to $7,000 legal fees incurred in connection with
the Severance Agreement.
8
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1998, the Board's Compensation Committee (the
"Committee") was composed of Messrs. Borgelt, Cassidy and Kennedy. None of these
persons has at any time been an officer or employee of the Company or any of its
subsidiaries. In addition, there are no relationships among the Company's
executive officers, members of the Committee or entities whose executives serve
on the Board or the Committee that require disclosure under applicable
regulations promulgated by the SEC.
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is administered by the
Committee, a committee of the Board of Directors composed of non-employee
directors of the Company. The Committee approves compensation actions involving
the senior management of the Company, including the Named Executive Officers.
The Committee approves long-term incentive awards for the Named Executive
Officers and other key employees of the Company, and reviews and administers the
incentive compensation, stock option and other compensation plans of the
Company.
Under the supervision of the Committee, the Company has developed and
implemented compensation policies, plans and programs which are intended to
enhance the profitability of the Company by aligning closely the financial
interests of the Company's senior management with those of its stockholders. In
establishing levels of annual salary, incentive bonus and equity incentives, the
Committee generally considers the following factors (i) the compensation
policies and practices of competitive businesses, (ii) the Company's
performance, growth and achievements, (iii) the level and degree of
responsibility of each officer, (iv) the individual and collective performance
and achievements of the Company's senior management, and (v) the level of
compensation and equity incentives which would be required to attract and retain
qualified and experienced senior management. In establishing levels of annual
salary, incentive bonuses and equity incentives for fiscal 1998, the Committee
relied on published information related to executive incomes and on the
recommendations of the Company's Chief Executive Officer, as well as an analysis
prepared in 1995 by Sibson & Company, a nationally recognized management
consulting firm. In 1995, the Committee requested Sibson & Company to prepare a
specific analysis of compensation information of publicly held companies
competing in a range of industries with revenues similar to those of the
Company. Data in this analysis is updated and used by the Committee to obtain an
overall perspective on compensation of its senior management and to assist the
Committee in structuring its compensation policies to more closely align the
interests of its senior management with those of its stockholders and to provide
appropriate incentives for senior management to work towards the achievement of
the Company's annual performance targets.
Following is a discussion of each of the elements of the executive
compensation program along with a description of the decisions and actions taken
by the Committee with regard to fiscal 1998 compensation.
Annual Compensation
Annual total cash compensation for senior management consists of base
salary and an annual cash bonus. Setting of the annual salary in fiscal 1998 for
members of senior management was based on the recommendations of the Chief
Executive Officer and the Committee's review of the individual officer's
responsibilities and compensation in comparison to similarly sized companies.
Members of senior management, including the Named Executive Officers, are
eligible to receive annual cash bonuses pursuant to the Company's bonus plan,
the purpose of which is to motivate members of senior management to use their
best efforts to enhance stockholder value through growth of the Company's
earnings. The Committee uses a formula in order to determine annual cash bonuses
which is established at the beginning of the fiscal year. The formula places
substantial emphasis on the Company meeting various targeted levels of earnings,
with a lesser emphasis on individually tailored objectives that are
strategically or operationally important to the Company's business.
9
<PAGE>
The base annual salary and annual cash bonus for William O. Thomas, the
Company's President and Chief Executive Officer, were determined utilizing the
methods and factors discussed above. Mr. Thomas' fiscal 1998 base annual salary
of $252,000, was based on the Committee's estimate of the current market rates
for the position and the Committee's appraisal of the programs instituted by Mr.
Thomas during his tenure. Mr. Thomas' cash bonus for fiscal 1997 of $188,923 was
determined in accordance with the bonus formula adopted by the Committee at the
beginning of that year.
The Compensation Committee has not yet met to consider any cash bonus for
Mr. Thomas for fiscal 1998. Any such bonus will be based on the application of a
bonus formula adopted by the Committee at the beginning of fiscal 1998 and the
Committee's subjective appraisal of initiatives implemented by the Company
during fiscal 1998 that may not have been reflected in the application of the
bonus formula.
Long-Term Incentive Program
The long-term incentive program for senior management consists of stock
option awards granted pursuant to the 1989 Plan. The purpose of awarding equity
incentives under the 1989 Plan is to enable the Company to attract, retain and
motivate its employees by giving them the ability to participate in the
long-term growth of the Company. Stock option grants provide the right to
purchase shares of the Company's Common Stock at the fair market value on the
date of grant and have a ten-year term. Historically, options became exercisable
in five equal annual installments following the date of grant. Stock options
granted to senior management beginning in fiscal 1994 vest 30% at the end of
each of the first two years following grant and 40% at the end of the third
year. The Committee has typically granted stock options to members of senior
management, including the Named Executive Officers, and other key employees
following a review of the Company's operating results for the prior fiscal year.
Contemporaneous with his hiring in March 1998, the Committee granted Mr. Gilboy
an option to purchase 100,000 shares of the Company's Common Stock at an
exercise price equal to the closing price of the Company's Common Stock on The
Nasdaq Stock Market's National Market on the date of grant. The option vests 30%
at the end of each of the first two years following grant and 40% at the end of
the third year. In determining the number of shares covered by such grant, the
Committee considered competitive industry practices and negotiations with Mr.
Gilboy regarding the terms of his employment.
The tables set forth under "Executive Compensation and Other Information,"
and accompanying narrative and footnotes, reflect the decisions covered by the
above discussion.
Federal Income Tax Deductibility Limitations
The Committee believes it is appropriate to take into account the
$1,000,000 limit on the deductibility of executive compensation for federal
income tax purposes enacted as part of the 1993 Omnibus Budget Reconciliation
Act ("OBRA") and to seek, to the greatest extent possible, to qualify executive
compensation awards as performance-based compensation excluded from the
$1,000,000
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OBRA limitation. None of the Named Executive Officers received compensation in
fiscal 1998 that would exceed the $1,000,000 OBRA limitation.
It is the Committee's intention to continue to utilize to the greatest
extent possible performance-based compensation, which should minimize the effect
of OBRA on the Company. However, the Committee believes that its primary
responsibility is to provide a compensation program that will attract, retain
and reward the executive talent necessary to maximize the return to
stockholders.
Burton C. Borgelt Thomas L. Cassidy John R. Kennedy
11
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
[THE FOLLOWING TABLE WAS REPRESENTED BY A GRAPH IN THE PRINTED MATTER]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
July 1993 July 1994 July 1995 July 1996 July 1997 July 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DeVlieg-Bullard, Inc. 100 89.66 93.10 124.14 196.55 110.34
- ------------------------------------------------------------------------------------------------------------------------------------
Peer Group Index 100 111.09 133.51 134.68 188.36 167.97
- ------------------------------------------------------------------------------------------------------------------------------------
Nasdaq Market Index 100 109.12 133.72 145.78 214.30 256.92
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The above graph compares the total return on investment (change in year-end
stock price plus reinvested dividends) of the Common Stock of the Company with
that of the Nasdaq Market Index and Media General Financial Services Industry
Group (Machinery--Light Equipment) (the "Peer Group Index"). The cumulative
performance assumes that $100 was invested on August 1, 1993 in each of the
Company's Common Stock, the Nasdaq Market Index and the Peer Group Index and the
reinvestment of dividends.
12
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Stanwich Partners
Effective August 1, 1998, the Company entered into a consulting agreement
with Stanwich Partners pursuant to which Stanwich Partners renders executive
consulting services, consisting of general management, finance and business
investment services, as requested by the President of the Company, up to a
maximum of 20 hours per week. The term of the consulting agreement expires in
July 2001. The consulting agreement provides for an annual fee, payable in equal
monthly installments, of $261,000 for each of the fiscal years ending July 31,
1999, 2000, and 2001. Aggregate consulting fees paid to Stanwich Partners
pursuant to a consulting agreement which expired on July 31, 1998 were $261,000
in fiscal year 1998. In fiscal 1998, the Company reimbursed Stanwich Partners
for an additional $3,275, for incidental business expenses incurred by Stanwich
Partners on behalf of the Company.
Transactions with D.V. Associates, L.P.
Pursuant to a license agreement (the "License Agreement") dated March 22,
1990 between the Company and D.V. Associates, L.P., a Delaware limited
partnership, the Company licenses certain trade names, trademarks and trademark
registrations (the "Trademarks"). The License Agreement requires annual payments
of $300,000 payable monthly. The Company has the option to purchase the
Trademarks for $3,000,000. Mr. Bradley and Mr. Poole have a 15.5% and 4.5%
limited partnership interest in D.V. Associates, L.P., respectively.
Transactions with Holders of Subordinated Debentures and Junior Subordinated
Debentures
In October 1995, the Company acquired all of the outstanding stock of The
National Acme Company (the "Acquisition"). In connection with the Acquisition,
the Company refinanced its senior credit facility and entered into a new senior
credit facility consisting of a $25 million revolving credit facility and a $5
million term loan (the "Refinancing"). As part of the Refinancing, the holders
of the Company's $12 million principal amount of subordinated debentures (the
"Subordinated Debentures"), issued pursuant to the terms of an Investment
Agreement dated May 25, 1994 (the "Investment Agreement"), among the Company,
Allied Investment Corporation, Allied Investment Corporation II, Allied Capital
Corporation II (collectively "Allied") and certain other persons, agreed to
release their security interest in the Company's assets. CPS Holdings, Inc.
("Holdings") pledged 600,000 shares of the common stock of Consumer Portfolio
Services, Inc. ("CPSI") to secure the Subordinated Debentures pursuant to the
terms and conditions of a Credit Support Agreement dated October 23, 1995,
between the Company and Holdings. Holdings was subsequently merged into CPSI,
and Mr. Bradley and his son pledged the shares of CPSI stock that they received
in the merger to secure the Subordinated Debentures (the "Pledge"). The Company
is obligated to pay Mr. Bradley and his son $90,000 annually for so long as the
Pledge is in effect, payable in equal monthly installments of $6,805 to Mr.
Bradley and $695 to his son. Mr. Bradley is the Chairman of the Board of CPSI
and beneficially owns approximately 5% of the outstanding common stock of CPSI.
Mr. Poole is a director of CPSI.
The consummation of the Acquisition and the Refinancing required the
consent of the holders of the Subordinated Debentures. Due to the inability of
the Company to obtain the consent of Allied to the Acquisition and the
Refinancing on mutually agreeable terms, Messrs. Bradley and Poole loaned the
Company $2.5 million and $1.5 million, respectively, in exchange for certain
junior subordinated debentures (the "Junior Subordinated Debentures") to repay
the principal amount of the Subordinated Debentures owed Allied. Interest on the
Junior Subordinated Debentures accrues at a rate of 14.5% per annum, with
interest payable
13
<PAGE>
at 11.0% per annum on a quarterly basis. The Junior Subordinated Debentures
mature upon the earlier of June 30, 2001, or 30 days after the Subordinated
Debentures are repaid in full. During fiscal 1997 and 1996, the Company paid
$90,000 and $68,000, respectively, to Mr. Bradley and his son as a collateral
fee for the Pledge. Interest payments on the Junior Subordinated Debt of
$282,000 and $191,000 were paid to Mr. Bradley and $169,000 and $115,000 were
paid to Mr. Poole during fiscal 1997 and 1996, respectively. In addition,
interest payable to Messrs. Bradley and Poole of $142,000 and $84,000,
respectively, has been accrued under the Junior Subordinated Debentures as of
July 31, 1997.
In connection with the repayment of Allied and the issuance of the Junior
Subordinated Debentures, Allied surrendered to the Company certain Class A Stock
Purchase Warrants representing the right to acquire 83,333 shares of the
Company's Common Stock, and the Company issued new Class A Stock Purchase
Warrants (the "Substitution Warrants") to Messrs. Bradley and Poole representing
the right to acquire 52,083 and 31,250 shares of the Company's Common Stock,
respectively, on the same terms and conditions as the warrants surrendered by
Allied. The Substitution Warrants may be exercised at any time in whole or in
part from and after May 25, 1996, and shall expire the later of three years from
the date of final payment of the Subordinated Debentures or May 25, 2004.
In addition, the Company issued Class A Stock Purchase Warrants to acquire
500,000 shares of the Company's Common Stock ("Class A Warrants") and Class C
Stock Purchase Warrants to acquire 750,000 shares of the Company's Common Stock,
subject to reduction in certain circumstances ("Class C Warrants") to the
holders of the Subordinated Debentures and Messrs. Bradley and Poole pro rata
based on the principal amount of the Subordinated Debentures and Junior
Subordinated Debentures held by such persons. Based on such allocation, Messrs.
Bradley and Poole received 104,166 and 62,500 of such Class A Warrants,
respectively, and 156,250 and 93,750 of such Class C Warrants, respectively. The
Class A Warrants and Class C Warrants have an exercise price of $0.01 per share
and are subject to certain anti-dilution protection, and the holders thereof are
entitled to certain registration rights with respect to the Company's Common
Stock. The Class A Warrants may be exercised at any time in whole or in part
from and after October 23, 1997, and shall expire the later of three years from
the date of final payment of the Subordinated Debentures or May 25, 2004. The
Class C Warrants may be exercised at any time after October 31, 1998, subject to
earlier exercise upon a sale of the Company, and expire on the later of three
years after the payment of the Subordinated Debentures or May 25, 2004. The
number of shares of the Company's Common Stock which the holders of the Class C
Warrants have the right to acquire may be reduced based on the Company attaining
earnings levels, as defined in the Third Amendment to Investment Agreement dated
January 17, 1997.
Transactions with Mr. Bradley
In November 1998, the Company further amended its senior credit facility to
increase the amount available for borrowing under the revolving credit portion
of the facility from $30.0 million to $31.5 million and to add an additional
term loan in the principal amount of $2.5 million (the "New Term Loan"). As a
condition to the amendment of the senior credit facility, Mr. Bradley agreed to
guarantee the payment of $500,000 of the principal of the New Term Loan. The
Company has agreed to pay Mr. Bradley a credit support fee, payable monthly, at
the annual rate of 5% of the principal amount guaranteed.
Policy of the Company
The Board of Directors adopted a policy which provides that any transaction
between the Company and any of its officers, directors or five percent
stockholders, or affiliates thereof, must be on terms no less favorable than
those which would be obtained from unaffiliated parties and must be approved by
a majority
14
<PAGE>
of the disinterested members of the Company's Board of Directors. Transactions
in the ordinary course of business, consistent with past practices and which do
not exceed $100,000, are permitted without prior approval and are reported to
the Board of Directors quarterly.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with during the period ended July 31, 1998.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected PricewaterhouseCoopers
LLP to serve as independent accountants for the current fiscal year. Such firm
has served as the Company's independent accountants since 1986. Representatives
of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting
and will be given the opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR THE
NEXT ANNUAL MEETING OF STOCKHOLDERS
A proposal submitted by a stockholder in accordance with applicable rules
and regulations for presentation at the Company's next Annual Meeting of
Stockholders and received at the Company's executive offices no later than
August 12, 1998 will be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to such annual meeting. For other proposals
of stockholders to be timely (but not considered for inclusion in the Company's
Proxy Statement), a stockholder's notice should be delivered to or mailed and
received at the principal executive offices of the Company not less than 60 days
nor more than 90 days prior to the date of the next Annual Meeting of
Stockholders and should otherwise comply with the advance notice provisions of
the Company's Bylaws.
ADDITIONAL INFORMATION
The Annual Report to Stockholders for the year ended July 31, 1998, is
being mailed to all stockholders entitled to vote at the Annual Meeting.
Additional information is contained in the Company's Annual Report on Form 10-K
which was filed with the SEC on November 10, 1998. The Company will furnish
without charge to any stockholder a copy of its Annual Report on Form 10-K, upon
written request to Karen V. Hahn, Secretary, DeVlieg-Bullard, Inc., One Gorham
Island, Westport, Connecticut 06880.
15
<PAGE>
DeVlieg-Bullard, Inc.
P This Proxy is solicited on behalf of the Board of Directors for the
R
O Annual Meeting of Stockholders to be held on January 20, 1999
X
Y The undersigned hereby appoints William O. Thomas, Thomas V. Gilboy,
and each of them, attorneys and proxies with full power of substitution to
vote in the name of and as proxy for the undersigned all the shares of
common stock of DeVlieg-Bullard, Inc. (the "Company") held of record by the
undersigned on November 25, 1998, at the Annual Meeting of Stockholders of
the Company to be held at 10:00 a.m., E.S.T., on Wednesday, January 20,
1999, at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut, and any adjournment thereof.
-----------
SEE REVERSE
CONTINUE AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE>
Please mark
votes as in
this example
[X]
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES REFERRED TO IN PROPOSAL 1.
1. To elect the following nominees as directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected and
qualified:
Nominees: Charles E. Bradley; William O. Thomas; Burton C. Borgelt;
Thomas L. Cassidy; John R. Kennedy; John E. McConnaughy, Jr.;
and John G. Poole
[_] FOR [_] WITHHELD [_] For all nominees [_] MARK HERE FOR
ALL FROM ALL except as noted above ADDRESS CHANGE
NOMINEES NOMINEES AND NOTE BELOW
2. In their discretion, the Proxies are authorized to consider and take action
upon such other matters as may properly come before the meeting or any
other adjournment thereof.
PLEASE SIGN, DATE, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED REPLY ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
(When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If stockholder is a corporation, corporate name should
be signed by an authorized officer and the corporate seal affixed. If
stockholder is a partnership, please sign in partnership name by authorized
persons. For joint accounts, each joint owner should sign.)
The undersigned revokes any prior proxies to vote the shares covered by this
proxy.
Signature:____________________ Date:________________
Signature:____________________ Date:________________
