THE RIVAL COMPANY
800 East 101st Terrace
Kansas City, Missouri 64131
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 4, 1997
------------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of The Rival Company (the "Company")
will be held at the Doubletree Hotel, 10100 College Boulevard, Overland Park,
Kansas, at 9:00 a.m. Central Standard Time, on Tuesday, November 4, 1997 for
the following purposes:
1. To elect a Board of Directors for the upcoming year;
2. To act upon a proposal to ratify the appointment of KPMG Peat Marwick as
independent public accountants for the Company for the fiscal year
ending June 30, 1998; and
3. To transact such other business, if any, as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 5,
1997, as the record date for the determination of Shareholders entitled to
notice of and to vote at the meeting.
Your vote is important. Please sign and date the enclosed proxy card and
return it promptly in the enclosed return envelope, whether or not you expect
to attend the meeting. Sending in your Proxy now will not interfere with your
rights to attend the meeting or to vote your shares personally at the meeting
if you wish to do so.
By Action of the Board of Directors
Stanley D. Biggs,
Secretary
Kansas City, Missouri
September 12, 1997
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PROXY STATEMENT
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
THE RIVAL COMPANY
-----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Rival Company for the Annual Meeting
of Shareholders to be held on November 4, 1997.
The close of business on September 5, 1997, has been fixed as the record
date for the determination of the Shareholders entitled to notice of, and to
vote at, the Annual Meeting. On that date there were 9,448,847 shares of
Common Stock outstanding and entitled to vote at the meeting.
Shares represented by proxies will be voted in accordance with the
specifications made on the proxy card by the shareholder. Any proxy not
specifying the contrary will be voted in favor of the Board of Directors'
nominees for election as Directors, in favor of ratifying the selection of the
accounting firm of KPMG Peat Marwick as independent auditors of The Rival
Company and, as to any other matter that properly may be brought before the
Annual Meeting, in accordance with the discretion and judgment of the
appointed proxies. A shareholder giving a proxy has the right to revoke it at
any time before it is voted by giving to the Secretary of the Company written
notice of revocation bearing a later date than the proxy, by submission of a
later-dated proxy, or by revoking the proxy and voting in person at the Annual
Meeting. Each share of Common Stock is entitled to one non-cumulative vote as
to each nominee and issue presented.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. In
tabulating the votes cast on proposals presented to shareholders, abstentions
are counted and broker non-votes are not counted for purposes of determining
whether a proposal has been approved.
The principal executive offices of the Company are located at 800 East
101st Terrace, Kansas City, Missouri 64131. This Proxy Statement and the
enclosed proxy card are being furnished to shareholders on or about September
12, 1997.
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<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of ten
directors, whose terms of office will expire upon the election of their
successors at the Annual Meeting. At the meeting, the shareholders will be
asked to elect ten directors to hold office for one-year terms ending at the
Company's 1998 annual meeting of Shareholders or until their successors are
elected and qualified. The Company's Board of Directors has nominated each of
the Company's current directors for re-election at the Annual Meeting. The
Board of Directors recommends that shareholders vote FOR each of the persons
nominated.
The Board of Directors believes that all of the nominees are willing to
serve as directors. However, if any nominee at the time of election is unable
to serve or is otherwise unavailable for election, and as a result other
nominees are designated by the Board of Directors, the persons named in the
enclosed proxy or their substitutes intend to vote for the election of such
designated nominees. The ten nominees receiving the greatest number of votes
will be elected as Directors at the meeting.
Nominees for Election
The nominee directors and their respective ages, year first elected to the
Board, positions and principal occupations are furnished below.
Year
First
Name Age Elected Position with Company
---- --- ------- ---------------------
Thomas K. Manning 55 1986 Chairman of the Board of Directors
and Chief Executive Officer
William L. Yager 49 1994 Director, President and
Chief Operating Officer
Jack J. Culberg 83 1986 Director
Todd Goodwin 66 1986 Director
John E. Grimm, III 75 1994 Director
Lanny R. Julian 54 1994 Director
Noel Thomas Patton 51 1995 Director
Beatrice B. Smith 56 1994 Director
William S. Endres 49 1994 Director, Senior Vice President
Sales and Marketing
Darrel M. Sanders 56 1994 Director, Senior Vice President
Operations
4
<PAGE>
Mr. Manning was named Chairman of the Board of Directors and Chief
Executive Officer effective June 30, 1996. He was President and Chief
Executive Officer from 1989 until 1996 and has been employed by the Company
for over 20 years.
Mr. Yager was named President and Chief Operating Officer effective June
30, 1996. He was Senior Vice President-Finance and Administration of the
Company from February 1992 through June 1996 and has been employed by the
Company since 1988.
Mr. Culberg is an independent investor. He was Chairman of the Board of
Directors from May 1988 through his resignation as Chairman on June 30, 1996.
Mr. Goodwin has been a partner in Gibbons, Goodwin, van Amerongen ("GGvA"),
a New York investment banking firm, for more than five years. Mr. Goodwin is
also a member of the Board of Directors of Johns Manville Corporation, Schult
Homes Corporation, U.S. Energy Systems and Wells Aluminum Corporation.
Mr. Grimm has been Chairman and Chief Executive Officer of Midbrook, Inc.,
a New York business consulting firm, for more than ten years. Prior to that he
was a corporate Vice President of the Colgate Palmolive Company.
Mr. Julian is President of Donlan Marketing Group, L.L.C., a marketing
consulting company. He was previously President of Ambassador Cards, a
division of Hallmark Cards, Inc., a position which he held from 1992 through
1994. Prior to 1992, he served as President of Hallmark Marketing Corporation.
Mr. Patton is an independent investor. He was the owner, Chairman and Chief
Executive Officer of Patton Electric Company for more than five years prior to
its acquisition by the Company in April 1995.
Ms. Smith has been Dean of the College of Human Environmental Sciences at
the University of Missouri in Columbia, Missouri for more than five years.
Mr. Endres has been Senior Vice President-Sales and Marketing of the
Company since 1992. He has been employed by the Company for over 20 years.
Mr. Sanders has been Senior Vice President-Operations of the Company since
1992. He has been employed by the Company for over 30 years.
Meetings of the Board of Directors and Committees
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees and, when appropriate, by unanimous
written consent in lieu of meetings of the Board or its committees. The Board
of Directors met four times during the year ended June 30, 1997. The
committees of the Board are the Executive Committee, the Audit Committee and
the Compensation and Stock Option Committee (the "Compensation Committee").
5
<PAGE>
The Executive Committee may be empowered to take all actions of the full
Board of Directors at all times between regularly scheduled meetings of the
full Board. The Executive Committee consists of Jack J. Culberg, Todd Goodwin,
Thomas K. Manning and Beatrice B. Smith. The Committee did not meet during the
year ended June 30, 1997.
The Compensation Committee consists of Todd Goodwin, Chairman, John E.
Grimm, III, and Lanny R. Julian. This Committee administers the Company's
Stock Option Plans and determines the level of executive compensation,
including amounts to be allocated under the Company's incentive compensation
plan for executive officers and other key managers. The Compensation Committee
met once during the year ended June 30, 1997.
The Audit Committee periodically reviews the Company's auditing practices
and procedures and recommends independent auditors for selection by the full
Board of Directors. The Audit Committee consists of Lanny R. Julian, Noel
Thomas Patton and Beatrice B. Smith. This committee met once during the year
ended June 30, 1997.
The Company does not have a standing nominating committee of the Board or a
committee performing a similar function.
EXECUTIVE OFFICERS
Information regarding four of the Company's executive officers is included
under "Nominees for Election." An additional executive officer is W. Mark
Meierhoffer, age 49, the Company's Senior Vice President, Finance and
Administration. Prior to joining the Company in November 1996, Mr. Meierhoffer
was Senior Vice President and Chief Operating Officer of DeMarche Associates,
Inc., a national investment consulting firm, serving in such position from
1993 until 1996. Prior to 1993, Mr. Meierhoffer served in various capacities
for Marion Merrell Dow, Inc. including as Vice President and International
Treasurer.
PROPOSAL 2
ELECTION OF INDEPENDENT AUDITORS
The Company's independent auditors for fiscal 1997 were KPMG Peat Marwick,
independent certified public accountants. At the Annual Meeting, the
shareholders will consider and vote upon a proposal to elect independent
auditors for the Company's fiscal year ending June 30, 1998. The Audit
Committee of the Board of Directors has recommended that KPMG Peat Marwick be
re-elected as independent auditors for that year. The Board of Directors
unanimously recommends that shareholders vote FOR this proposal.
Representatives of KPMG Peat Marwick will be present at the Annual Meeting
to make a statement, if they wish, and to respond to appropriate questions
from shareholders.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below shows all plan and non-plan compensation awarded to, earned
by, or paid to the Company's Chief Executive Officer ("CEO") and its four most
highly compensated executive officers other than the CEO, for services
rendered to the Company and its subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation(3)
------------------- ---------------
Stock All
Fiscal Options Other
Name and Title Year Salary Bonus Other(1) Granted(#) Compensation(4)
- -------------- ---- ------ ----- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas K. Manning 1997 $270,000 $ 28,337 $11,948 25,000 $48,346
Chairman of the Board 1996 270,000 128,253 9,989 30,000 43,213
of Directors and Chief 1995 240,000 82,320 12,031 30,000 48,690
Executive Officer
William L. Yager 1997 200,000 17,992 6,402 12,000 29,163
President and Chief 1996 150,000 50,894 5,123 15,000 22,788
Operating Officer 1995 128,500 33,075 5,707 10,000 24,171
William S. Endres 1997 165,000 12,370 6,139 8,000 26,013
Sr. Vice President 1996 150,000 50,894 5,123 10,000 22,788
Sales and Marketing 1995 128,500 33,075 5,707 10,000 24,171
Darrel M. Sanders 1997 165,000 12,370 6,139 8,000 26,013
Sr. Vice President 1996 150,000 50,894 5,123 10,000 22,788
Operations 1995 128,500 33,075 5,707 10,000 24,171
W. Mark Meierhoffer (2) 1997 93,333 10,495 - 16,000 556
Sr. Vice President 1996 - - - - -
Finance and Administration 1995 - - - - -
<FN>
1) Other Annual Compensation consists solely of cash payments made in March of
each year to reimburse participants in the Company's Secular Trust Plan for
a portion of the income tax liabilities incurred as a result of
participating in this non-qualified retirement plan.
2) Mr. Meierhoffer's salary and benefits reflect his compensation from the
time he joined the Company in November 1996 through June 30, 1997.
3) Stock options are the only form of Long Term Compensation currently
provided by the Company.
4) The majority of All Other Compensation for the executive officers
represents the Company's contributions to the Secular Trust Plan. The
Secular Trust Plan was designed to replace benefits under the Company's
defined benefit pension plan which are no longer available to the executive
officers and certain other managers. Contributions to the Secular Trust
Plan for fiscal 1997 were as follows: Mr. Manning, $47,790; Mr. Yager,
$28,607; Mr. Endres, $25,457; and Mr. Sanders, $25,457. The balance of the
All Other Compensation represents the Company's payments for term life
insurance and the Company's 401(K) matching contributions made on behalf of
the executive officers.
</TABLE>
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<PAGE>
Stock Option Grants in Fiscal 1997
The following table provides information concerning stock options granted
during the year ended June 30, 1997 to the named executive officers.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Number of
Securities % of Total Potential Realizable Value at
Underlying Options Assumed Annual Rates of Stock
Options Granted to Exercise Price Appreciation for Option
Granted Employees in Price Expiration Term (2)
Name #(l) Fiscal Year $/Share Date 5% 10%
- ------------------- ------ ----------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas K. Manning 25,000 12.4% $13.75 5/14/07 $216,183 $547,849
William L. Yager 12,000 5.9 13.75 5/14/07 103,768 262,968
William S. Endres 8,000 4.0 13.75 5/14/07 69,178 175,312
Darrel M. Sanders 8,000 4.0 13.75 5/14/07 69,178 175,312
W. Mark Meierhoffer 8,000 4.0 23.25 11/04/06 116,974 296,436
W. Mark Meierhoffer 8,000 4.0 13.75 5/14/07 69,178 175,312
<FN>
1) The exercise price of each option was 100% of the fair market value of the
Common Stock at the close of business on the date of grant. At the end of each
year following the date of grant, 25% of the options become exercisable, with
accumulation privileges.
2) These dollar amounts represent a hypothetical increase in the price of the
Common Stock from the date the referenced options were granted until their
expiration date at the rate of 5% and 10% per annum compounded.
</TABLE>
Aggregated Option Exercises in Fiscal 1997 and 6/30/97 Option Values
The table below provides information concerning stock options exercised
during the year ended June 30, 1997, by the named executive officers and the
number and value of unexercised options held by them as of June 30, 1997.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Options Exercised Unexercised In-the-Money
------------------ Options at 6/30/97 Options at 6/30/97
Shares Value -------------------------- --------------------------
Name Acquired Realized Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas K. Manning -0- -0- 133,364 70,000 $744,249 $25,000
William L. Yager -0- -0- 69,540 30,500 590,040 12,000
William S. Endres -0- -0- 41,790 22,750 204,165 8,000
Darrel M. Sanders -0- -0- 32,250 22,750 65,250 8,000
W. Mark Meierhoffer -0- -0- -0- 16,000 -0- 8,000
</TABLE>
Retirement Plan
During the year ended June 30, 1990, the accrued benefits under the
Company's defined benefit pension plan of certain individuals defined under
the Internal Revenue Code as "highly compensated," including all of the
executive officers employed by the Company, were vested and frozen at their
accrued benefit levels. Certain executive officers will receive retirement
benefits under the Company's retirement plan as a result of accrued benefits
available to such officers at the time their benefits were frozen. At regular
retirement age, monthly benefits will be available as follows: Mr. Manning
($3,410), Mr. Endres ($1,405) and Mr. Sanders ($1,944).
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<PAGE>
Employment Agreements
The Company has entered into Employment Agreements ("Agreements") with
Messrs. Manning, Yager, Endres, Meierhoffer and Sanders. Each of the
Agreements provide for severance pay equal to the executive's annual base
salary in the event that the executive is discharged by the Company, other
than for just cause (as defined in the Agreements). Additionally, the
executive will receive severance equal to the executive's annual base salary
if after a change of control (as defined in the Agreements), the executive
terminates his employment with thirty days written notice to the Company
within six months after he has been assigned services and responsibilities
which are not substantially commensurate with the services and
responsibilities which he was performing immediately prior to the change of
control.
Director Compensation
Members of the Board of Directors, other than executive officers of the
Company, receive fees of $5,000 per quarter for serving on the Board. In
addition to the cash compensation, at each annual shareholders' meeting
commencing with the 1995 meeting, each Outside Director elected to serve at
such annual meeting receives a grant of a nonqualified stock option to
purchase 1,000 shares, effective as of the date of the meeting, at an exercise
price equal to the fair market value of the shares on the date of grant, and
which shall become exercisable in four equal annual installments.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Todd Goodwin, Chairman,
John E. Grimm, III and Lanny R. Julian. There are no compensation committee
interlocks involving these individuals.
Related Party Transaction
On April 21, 1995, the Company acquired substantially all of the assets and
assumed certain liabilities of Patton Electric Company, Inc. and two of its
affiliates. Patton Electric was wholly owned by Noel Thomas Patton and the two
affiliates were jointly owned by Mr. Patton and his spouse. As part of the
purchase price, the Company issued 850,000 shares of Rival common stock to the
Selling Parties. The Company and Mr. Patton executed a two year consulting
agreement, expiring in April 1997, under which the Company paid Mr. Patton
$200,000 per year. Mr. Patton was elected to the Board of Directors on May 10,
1995.
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<PAGE>
Compensation Committee Report on Executive Compensation
It is the Company's policy that executive officers receive total
compensation designed to attract, retain, and motivate high performance
managers that is appropriate in light of the Company's performance and the
interests of shareholders. Total executive compensation (base salary, bonus
and stock options) for the executive officers is based upon the Company's
operating performance as compared to the Company's strategic plan.
Base Salary
The Company believes that its executives' salaries have generally been set
at conservative levels when compared with salaries paid by other companies of
comparable size to executives with similar skills. The base salaries are set
at approximately the 25th percentile of salaries for similar positions based
upon a survey of all industrial companies by a nationally recognized
independent consulting organization. The Compensation Committee annually
reviews the executive officers' salaries and, if warranted, approves changes.
This review takes into consideration the Company's performance over the
preceding year, each executive's individual performance and contribution,
Committee approved merit increase guidelines, compensation levels at
comparable companies and other factors.
Bonuses
Each year, under the Management Incentive Bonus Plan, the Committee
establishes a goal relating to the Company's operating income that sets the
minimum and maximum bonus pools that may be earned. No bonus is paid to the
Chief Executive Officer, the President, the Chief Financial Officer or the
Senior Vice Presidents if a minimum level of budgeted operating income is not
achieved. The incentive pool is established as a percentage of operating
income earned by the Company over the threshold. A majority of the incentive
pool generated by reaching the target is distributed in cash ratably to
designated executive officers and managers at year-end based on a weighing of
positions and base salaries. The remaining portion of the incentive pool is
distributed to outstanding performers within the eligible group based on the
recommendation of the CEO to the Committee. The targeted and maximum bonuses
payable to executive officers represent a significant portion of an
executive's total compensation (25-30% of the total compensation derived from
a combination of base salary, bonus and stock options).
Stock Options
Stock option grants are intended to provide long-term incentives for the
achievement of the Company's strategic business plan and to tie the interests
of the executive officers directly to the performance of the Company's Common
Stock. Under the Company's stock option plans, the Committee may award stock
options related to the individual's level of responsibility within the
organization that are designed to represent 25-30% of the executive officer's
total compensation. Only through maximizing shareholder wealth will the
Company's executive officers and other managers receive full potential of this
important part of their compensation package.
Total Compensation
The total compensation package consisting of base salary, bonus and stock
options can fluctuate significantly based upon Company performance. If the
Company meets its long term objectives which generally include average annual
stock price and earnings growth of 15%, then it is contemplated that the
executives' total compensation package would be at approximately the 75th
percentile of compensation packages for all other industrial companies.
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<PAGE>
Committee's Bases for the CEO's Compensation
Mr. Manning was the Chief Executive Officer throughout fiscal 1997. His
compensation, like that of the other executive officers of the Company, is set
in accordance with the aforementioned policies. In fiscal 1997, operating
income and net earnings were below plan. As a result, Mr. Manning's bonus and
total compensation were substantially below 1996 levels and below target.
The issuance of additional stock options to Mr. Manning in fiscal 1997 are
intended to provide incentives for continued focus on maximizing long-term
shareholder wealth.
Deductibility Cap on Compensation Exceeding $1,000,000
The Committee does not believe that proposed Internal Revenue Service
regulations regarding non-deductibility of annual compensation in excess of
$1,000,000 will have any material impact upon the Company, given the current
salary and bonus levels of officers of the Company, and given the proposed
treatment in the regulations of compensation under the Company's stock option
plans. However, the Committee will continue to consider the effect of the new
regulations upon the Company's executive compensation policies.
Submitted by the Compensation and Stock Option Committee:
Todd Goodwin, Chairman
John E. Grimm, III
Lanny R. Julian
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<PAGE>
Performance Graph
The following line graph compares the cumulative total return to
shareholders of the Company's Common Stock to the Total Return Index for the
Nasdaq Stock Market and a peer group index of eight stocks from June 30,1992
through June 30, 1997. The graph assumes $100 invested at June 30, 1992 and
reinvestment of dividends.
The Peer Group consists of Black & Decker, General Housewares, Helen of
Troy Corp., National Presto Industries, Inc., Royal Appliance Mfg. Co.,
Toastmaster, Inc. and Windmere Corporation.
Value of $100 invested on June 30, 1992 with Dividends Reinvested *
(PERFORMANCE LINE GRAPH)
6/30/92 6/30/93 6/30/94 6/30/95 6/30/96 6/30/97
----------------------------------------------------
The Rival Company 100 141 204 148 233 151
Nasdaq Stock Market 100 126 127 169 218 265
Peer Group 100 91 78 117 148 152
* $100 invested on 06/30/92 in stock or in index - including reinvestment of
dividends. Fiscal year ending June 30.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Company's Common Stock by all present directors and the named executive
officers. The table also sets forth the number of shares beneficially owned
and the percentage of ownership of the Company's Common Stock by all directors
and executive officers as a group and by each person who was known by the
Company to own beneficially as much as five percent of the total outstanding
shares of the Company's Common Stock as of the dates indicated. The table
reports ownership as of August 26, 1997.
Amount and Nature
of Beneficial
Shareholder Ownership(1) Percent Owned(9)
- -----------------------------------------------------------------------------
5% Shareholders:
T. Rowe Price (2) 1,147,000 11.6 %
Sanford C. Bernstein (3) 695,100 7.0
Directors and Named Executive Officers:
Thomas K. Manning (4) 233,227 2.4
William L. Yager (5) 77,340 .8
William S. Endres 113,670 1.2
Darrel M. Sanders 58,304 .6
Jack J. Culberg 35,150 .4
Todd Goodwin (6) 57,488 .6
John E. Grimm, III 3,050 *
Lanny R. Julian 1,950 *
Noel Thomas Patton (7) 850,750 8.6
Beatrice Smith (8) 1,950 *
W. Mark Meierhoffer 2,000 *
All Directors and Executive
Officers as a Group 1,434,879 14.5
(1) The shares beneficially owned as scheduled above include those shares the
following persons have the right to acquire within sixty days from August
26, 1997 by way of option exercise: Mr. Manning - 133,664; Mr. Yager -
69,540; Mr. Endres - 41,790; Mr. Sanders - 32,250; Mr. Culberg - 250; Mr.
Goodwin - 250; Mr. Grimm - 750; Mr. Julian - 750; Mr. Patton - 750; and
Ms. Smith - 750.
(2) T. Rowe Price Associates, Inc. (100 East Pratt Street, Baltimore, MD)
("Price Associates") is a registered investment advisor, which has sole
investment power with respect to the shares indicated and sole voting
power with respect to 107,000 shares. These securities are owned by
various individual and institutional investors for which Price Associates
serves as investment adviser with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(3) Sanford C. Bernstein and Co. (767 Fifth Avenue, New York, NY), is a
registered investment adviser, which has sole investment power with
respect to the shares indicated. Sanford C. Bernstein and Co. has sole
voting power over 598,000 of the shares indicated and shared voting power
over 12,500 shares.
(4) Includes 30,000 shares held by Mr. Manning's spouse. Mr. Manning shares
voting and investment power with respect to these shares.
13
<PAGE>
(5) Includes 1,800 shares held by members of Mr. Yager's family. Mr. Yager
shares voting and investment power with respect to these shares.
(6) Includes 3,000 shares held by Mr. Goodwin's spouse as to which he
disclaims beneficial ownership.
(7) Includes 843,948 shares held by a corporation in which Mr. Patton and his
spouse each have a 50% ownership interest.
(8) Includes 1,200 shares held by Ms. Smith's spouse. Ms. Smith shares voting
and investment power with respect to these shares.
(9) For purposes of determining this percentage, the outstanding shares of the
Company include shares which such persons have the right to acquire within
sixty days by way of option exercise.
FINANCIAL DATA
The Company's Annual Report containing financial statements of the Company
for the year ended June 30, 1997, has been enclosed in the same mailing with
this Proxy Statement. The Annual Report is not incorporated in this Proxy
Statement and is not deemed a part of the proxy soliciting material.
OTHER MATTERS
No other matters are intended to be brought before the meeting by the
Company, nor does the Company know of any matters to be brought before the
meeting by others. If, however, any other matters properly come before the
meeting, the persons named in the proxy will vote the shares represented
thereby in accordance with their judgment.
In addition to the solicitation of proxies from shareholders by use of the
mails, proxies may be solicited by the Company's directors, officers and other
employees, by personal interview, telephone or telegram. Such persons will
receive no additional compensation for their services. The Company requests
that brokerage houses and other custodians, nominees and fiduciaries forward
the soliciting material to the beneficial owners of the shares of Company
Common Stock held of record by such persons and will pay such brokers and
other fiduciaries their reasonable out-of-pocket expenses incurred in
connection therewith. All costs of solicitation, including the costs of
preparing, assembling and mailing this Proxy Statement and all papers which
now accompany or may hereafter supplement the same, will be borne by the
Company.
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<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the Annual Meeting
of Shareholders to be held in 1998 should submit their proposals to the
Company at the address of the Company set forth on the first page of this
proxy statement. Proposals must be received at the Company's corporate office
no later than June 1, 1998 for consideration for inclusion in the next year's
proxy statement and proxy.
By order of the Board of Directors
Stanley D. Biggs
Secretary
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