<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
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 Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CELADON GROUP, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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.
<PAGE>
<PAGE>
CELADON GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of
CELADON GROUP, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Celadon
Group, Inc. will be held at the New York City Athletic Club, 180 Central Park
South, New York City, New York 10019 on Tuesday, December 17, 1996 at 10:00 a.m.
(local time) for the following purposes:
1. To elect five directors;
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the current fiscal year; and
3. To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed the close of business on November 1, 1996,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
By order of the Board of Directors
/s/ PAUL A. WILL
PAUL A. WILL
Secretary
November 8, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO INSURE THAT YOUR SHARES ARE VOTED.
<PAGE>
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proxy Statement............................................................................................ 1
Directors and Executive Officers........................................................................... 1
Executive Compensation..................................................................................... 3
Stock Price Performance Chart.............................................................................. 7
Employment Agreements...................................................................................... 8
Security Ownership of Principal Stockholders and Management................................................ 10
Certain Relationships and Related Transactions............................................................. 12
Ratification of Appointment of Ernst & Young LLP........................................................... 13
Stockholders' Proposals.................................................................................... 13
General.................................................................................................... 14
</TABLE>
<PAGE>
<PAGE>
CELADON GROUP, INC.
9503 E. 33RD STREET
INDIANAPOLIS, INDIANA 46236
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Celadon Group, Inc. (the 'Company') to be
voted at the annual meeting of stockholders of the Company (the 'Meeting') to be
held on December 17, 1996, at the New York Athletic Club, 180 Central Park
South, New York City, New York 10019. If not otherwise specified, all proxies
received pursuant to this solicitation will be voted in the election of
directors FOR the persons named below and FOR the ratification of the
appointment of Ernst & Young LLP as independent auditors for the current fiscal
year.
Stockholders who execute proxies may revoke them at any time before they
are exercised by giving written notice to the Secretary of the Company at the
address of the Company, by executing a subsequent proxy and presenting it to the
Secretary of the Company, or by attending the meeting and voting in person.
As of November 1, 1996, the record date for the Meeting, the Company had
outstanding 7,632,580 shares of Common Stock which are entitled to vote at the
meeting, each share being entitled to one vote. Only stockholders of record at
the close of business on November 1, 1996 will be entitled to vote at the
Meeting, and this Proxy Statement and the accompanying proxy are being sent to
such stockholders on or about November 8, 1996.
DIRECTORS AND EXECUTIVE OFFICERS
At the Meeting, five directors are to be elected to hold office until the
annual meeting of stockholders in 1997 and until their respective successors
have been elected and qualified. It is the intention of the persons named in the
enclosed form of proxy to vote for the election as directors of the Company,
Stephen Russell, Paul A. Biddelman, Michael Miller, Joel E. Smilow and Kilin To.
Except for Mr. Smilow, all of the individuals are currently directors of the
Company, and all of the named individuals are nominees of the Board of
Directors. The Board of Directors recommends that the stockholders vote FOR the
election of all five nominees.
The directors, persons nominated to become directors and executive officers
of the Company and its subsidiaries are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------- --- -------------------------------------------------------------------------
<S> <C> <C>
Stephen Russell................. 56 Chairman of the Board, President and Chief Executive Officer of the
Company
Don S. Snyder................... 47 Executive Vice President/Chief Financial Officer of the Company
Paul A. Will.................... 30 Vice President -- Secretary of the Company
Michael W. Dunlap............... 34 Vice President -- Treasurer of the Company
Paul A. Biddelman*.............. 50 Director of the Company
Michael Miller*................. 51 Director of the Company
Joel E. Smilow.................. 63 Nominee
Kilin To*....................... 53 Director of the Company
</TABLE>
- ------------
* Members of the Audit and Compensation Committees
Mr. Russell has been Chairman of the Board and Chief Executive Officer of
the Company since its inception in July 1986. He is also a director of Petroleum
Heat and Power Co., Inc. and a member of the North American Transportation
Alliance advisory board. Mr. Russell has been a member of the Board of Advisors
of the Cornell University Johnson Graduate School of Management since 1983.
Mr. Snyder has been Executive Vice President, Chief Financial Officer of
the Company since September 1996. He was Executive Vice President, Chief
Financial Officer and Treasurer from April, 1996 to September, 1996. He served
as Vice President -- Controller for Burlington Northern Railroad
<PAGE>
<PAGE>
Company, a company engaged in the railroad transportation business in the United
States, from December 1987 to December 1995. Mr. Snyder is a certified public
accountant.
Mr. Dunlap has been Vice President -- Treasurer of the Company since July
1996. He served as Vice President of Finance for National Freight, Inc., a
regional truckload transportation company, from October 1993 to July 1996. He
served as Vice President -- Treasurer for Burlington Motor Carriers, Inc., a
nationwide truckload transportation company from June 1992 to October 1993, and
Corporate Controller for Burlington Motor Carriers, Inc. from October 1990 to
June 1992.
Mr. Will has been Vice President -- Controller and Secretary of the Company
since September 1996. He was Vice President -- Controller for Celadon Trucking
Services, Inc. from January 1996 to September 1996 and Controller from September
1993 to January 1996. He served as Controller for American Hi-Lift, a company
engaged in the business of renting aerial work platform equipment from February
1992 to September 1993. From January 1989 to February 1992, he was on the staff
of KPMG Peat Marwick, a public accounting firm. Mr. Will is a certified public
accountant.
Mr. Biddelman has been a director of the Company since October 1992. Mr.
Biddelman has been Treasurer of Hanseatic Corporation, a private investment
company, since April 1992 and was a Managing Director of Clements Taee Biddelman
Incorporated, a financial advisory firm, from January 1991 to April 1992. From
prior to 1988 until December 1990, Mr. Biddelman was a Managing Director,
Corporate Finance Department, of Drexel Burham Lambert Incorporated. He is also
a director of Petroleum Heat and Power Co., Inc., Premier Parks, Inc.,
Electronic Retailing Systems International, Inc., Oppenheimer Group, Inc., Star
Gas Corporation (the General Partner of Star Gas Partners L.P.), and Insituform
Technologies, Inc.
Mr. Miller has been a director of the Company since February 1992. Mr.
Miller has been Chairman of the Board and Chief Executive Officer of Aarnel
Funding Corporation, a venture capital/real estate company since 1974, a partner
of Independence Realty, an owner and manager of real estate properties, since
1989, and President and Chief Executive Officer of Miller Investment Company,
Inc., a private investment company, since 1990.
Mr. Smilow served as Chief Executive Officer of Playtex Products, Inc. and
its predecessors ('Playtex') from 1969 until July 10, 1995 and served as
Chairman of Playtex from 1969 until June 1995. He is currently a director of
Playtex Products, Inc.
Mr. To has been a director of the Company since 1988. He has been a
managing partner of Sycamore Management, Inc., since 1995. He also had been a
Vice President of Citicorp Venture Capital, Ltd. ('CVC'), a subsidiary of
Citicorp N.A., from 1984 to 1995. In addition, Mr. To is a director of Condere
Corporation and International Channel Network.
All directors of the Company hold office until the next annual meeting of
stockholders of the Company or until their successors are elected and qualified
or they resign. Mr. Russell and Hanseatic Corporation are parties to a
stockholders agreement pursuant to which they have agreed to vote their shares
of Common Stock for the other's designee. Those designees are Messrs. Russell
and Biddelman. See 'Certain Relationships and Related Transactions --
Transactions with Directors and Stockholders' and 'Security Ownership of
Principal Stockholders and Management.' Executive officers hold office until
their successors are chosen and qualified, subject to their removal by the Board
of Directors, to any employment agreements or their resignation. See 'Executive
Compensation -- Employment Agreements.'
Pursuant to Section 145 of the Delaware General Corporation Law, the
Company's Certificate of Incorporation provides that the Company shall, to the
full extent permitted by law, indemnify all directors, officers, incorporators,
employees, or agents of the Company against liability for certain of their acts.
The Company's Certificate of Incorporation provides that, with a number of
exceptions, no director of the Company shall be liable to the Company for
damages for breach of his fiduciary duty as a director.
The Audit and Compensation Committees each consist of Paul A. Biddelman,
Michael Miller, Kilin To and if elected, Joel E. Smilow. The Compensation
Committee reviews general policy matters relating to compensation and benefits
of employees and officers of the Company, administers the Company's Employee
Stock Purchase Plan and through October 1996, administered the Company's Stock
Option
2
<PAGE>
<PAGE>
Plan. Effective November 1, 1996, the full Board of Directors became the
administrators of the Company's Stock Option Plan. The Audit Committee meets
with management and the Company's independent auditors to determine the adequacy
of internal controls and other financial reporting matters. The Company does not
have a nominating committee or a committee performing similar functions.
The Board of Directors of the Company met ten times during the fiscal year
ended June 30, 1996. No current director failed to attend at least 75% of those
meetings or any committee of the Board of which he was a member. The Company's
Audit Committee met one time during the year ended June 30, 1996.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company's directors,
officers, and any persons owning more than 10 percent of the Common Stock are
required to report their ownership of Common Stock and any changes in that
ownership, on a timely basis, to the Securities and Exchange Commission. Based
on material provided to the Company, all such required reports were filed on a
timely basis in fiscal 1996 except for the Form 3 for Don S. Snyder which was
filed late due to an administrative oversight.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued by the
Company for services rendered during fiscal 1996, 1995 and 1994 to the Chief
Executive Officer of the Company, the Chief Executive Officer of Randy
International, Ltd. a subsidiary of the Company, and each of the three other
most highly paid executive officers of the Company, each of whose annual cash
compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------------------------------ UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
- ------------------------------------------------- ------ ------------------- ------------------- ------------
<S> <C> <C> <C> <C>
Stephen Russell ................................. 1996 $ 438,711 $-- 20,000
Chairman of the Board and Chief Executive 1995 408,103 -- 50,000
Officer 1994 462,308 61,239 --
Leonard R. Bennett(3) ........................... 1996 $ 438,711 $-- 20,000
President, Chief Operating Officer and Director 1995 408,103 -- 50,000
1994 462,308 61,239 --
Norman G. Greif ................................. 1996 $ 320,000 $-- --
President and Chief Executive Officer of Randy 1995 320,000 -- --
International, Ltd. 1994 320,000 -- 110,000
Richard Goldenberg(4) ........................... 1996 $ 113,400 $ 10,000 --
Vice President, Secretary 1995 113,400 10,000 2,500
1994 113,400 14,700 5,000
Brian L. Reach .................................. 1996 $ 170,000 $ 26,315 20,000
Vice President Special Projects 1995 170,000 29,584 30,000
1994 126,538 -- 30,000
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION
- ------------------------------------------------- ------------
<S> <C>
Stephen Russell ................................. $110,446(1)(2)
Chairman of the Board and Chief Executive 130,978(1)(2)
Officer 145,462(1)(2)
Leonard R. Bennett(3) ........................... $155,380(1)(2)
President, Chief Operating Officer and Director 172,380(1)(2)
151,100(1)(2)
Norman G. Greif ................................. $ --
President and Chief Executive Officer of Randy --
International, Ltd. --
Richard Goldenberg(4) ........................... $ 937(2)
Vice President, Secretary 1,417(2)
1,406(2)
Brian L. Reach .................................. $ 2,136
Vice President Special Projects 2,139(2)
--
</TABLE>
(footnotes on next page)
3
<PAGE>
<PAGE>
(footnotes from previous page)
(1) Includes the premiums paid by the Company for split-dollar insurance for
which the Company has an assignment against the cash value for premiums
paid, as follows: Stephen Russell -- $99,587 in fiscal 1996, $120,123 in
fiscal 1995 and $119,307 in fiscal 1994; and Leonard R. Bennett -- $142,350
in fiscal 1996, $159,572 in fiscal 1995, $132,211 in fiscal 1994 and
premiums on long-term disability insurance paid as follows: Stephen
Russell -- $8,484 in fiscal 1996, $8,484 in fiscal 1995 and $23,906 in
fiscal 1994; and Leonard R. Bennett -- $10,436 in fiscal 1996, $10,437 in
fiscal 1995 and $16,640 in fiscal 1994.
(2) Represents the Company's contribution under the Company's 401(k) Profit
Sharing Plan, as follows: Stephen Russell -- $2,375 in fiscal 1996, $2,371
in fiscal 1995, and $2,249 in fiscal 1994; Leonard R. Bennett -- $2,594 in
fiscal 1996, $2,371 in fiscal 1995 and $2,249 in fiscal 1994; and Richard
Goldenberg -- $937 in fiscal 1996, $1,417 in fiscal 1995 and $1,406 in
fiscal 1994; Brian L. Reach -- $2,136 in fiscal 1996, $2,139 in fiscal 1995
and none in fiscal 1994.
(3) Leonard R. Bennett resigned as a director, officer and employee of the
Company, effective July 3, 1996.
(4) Richard Goldenberg resigned as an officer and employee of the Company,
effective October 14, 1996.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options to the Chief Executive Officer of the Company, the Chief Executive
Officer of Randy International, Ltd., a subsidiary of the Company, and each of
the other three most highly paid executive officers of the Company whose annual
cash compensation exceeded $100,000 during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS
------------
% OF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (SHARES) FISCAL YEAR PER SHARE DATE
- -------------------- ------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Stephen Russell..... 20,000 (2) 12% $10.00 03/07/06
Leonard R.
Bennett........... 20,000 (2) 12% $10.00 03/07/06
Norman G. Greif..... -- -- -- --
Richard
Goldenberg........ -- -- -- --
Brian L. Reach...... -- (3) -- -- --
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM(1)
----------------------------------------
NAME 5% 10%
- -------------------- ----------- --------------------------
<S> <C> <C>
Stephen Russell..... $125,800 $318,800
Leonard R.
Bennett........... $125,800 $318,800
Norman G. Greif..... -- --
Richard
Goldenberg........ -- --
Brian L. Reach...... -- --
</TABLE>
- ------------
(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%) on
the Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
growth. Actual gains, if any, on stock option exercises and Common Stock
holdings are dependent on the timing of such exercise and the future
performance of the Company's Common Stock. There can be no assurance that
the rates of appreciation assumed in this table can be achieved or that the
amounts reflected will be received by the option holder.
(2) Options for 6,667 shares are presently exercisable and options for 6,667
shares become exercisable on March 7, 1997 and 6,666 shares become
exercisable on March 7, 1998.
(3) See 'Report on Repricing of Options.'
4
<PAGE>
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Chief
Executive Officer of the Company, the Chief Executive Officer of Randy
International, Ltd., a subsidiary of the Company and each of the three most
highly paid executive officers of the Company, concerning the exercise of
options during the last fiscal year and unexercised options held at June 30,
1996. There were no options exercised during fiscal 1996 and no unexercised
options were in the money options at June 30, 1996:
AGGREGATED OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT JUNE 30, 1996
-------------------------------------
NAME EXERCISABLE UNEXERCISABLE
- ------------------------------- ------------- -------------
<S> <C> <C>
Stephen Russell................. 40,001 29,999
Leonard R. Bennett(1)........... 40,001 29,999
Norman G. Greif................. 60,000 50,000
Richard Goldenberg(2)........... 6,667 833
Brian L. Reach.................. 50,001 9,999
</TABLE>
- ------------
(1) Leonard R. Bennett resigned as an officer and director of the Company,
effective July 3, 1996.
(2) Richard Goldenberg resigned as an officer and employee of the Company,
effective October 14, 1996.
DIRECTORS COMPENSATION
Non-employee directors of the Company receive an annual fee of $15,000,
payable quarterly, for serving as a director of the Company and in 1996 each of
the current non-employee directors has been granted an option to purchase 8,500
shares of Common Stock at an exercise price of $10.00. Such directors receive
$1,250 per quarter for serving on committees. Board members are reimbursed for
their expenses for each meeting attended.
REPORT ON REPRICING OF OPTIONS
The following table sets forth information relating to the repricing of
options held by executive officers since the registrant filed its initial public
offering of securities on January 21, 1994.
OPTION REPRICING
JANUARY 19, 1994 THROUGH JUNE 30, 1996
<TABLE>
<CAPTION>
LENGTH OF
MARKET EXERCISE ORIGINAL TERM
NUMBER OF PRICE AT PRICE AT NEW REMAINING AT
OPTIONS TIME OF TIME OF EXERCISE DATE OF
NAME DATE REPRICED REPRICING REPRICING PRICE REPRICING
- -------------------- --------- ---------- ---------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Brian L. Reach...... 4/12/96 20,000 $9.50 $20.00 $10.00 8 yrs, 5 mos
</TABLE>
The repricing was a component of Mr. Reach's renegotiated employment and
consulting agreement. The repricing was in lieu of additional cash compensation
in connection with the agreement. The Compensation Committee considers the
repricing to be consistent with Mr. Reach's continuing relationship with the
Company as a consultant during which time he would not be eligible for
additional stock option grants.
COMPENSATION COMMITTEE
Paul A. Biddelman
Michael Miller
Kilin To
5
<PAGE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
'Committee') was formed in September 1993 and is currently comprised of the
three non-employee directors of the Company. The Committee is responsible for
approving all executive employment contracts, changes in compensation (base
salary and bonus), and other forms of compensation paid to the Company's
executive officers in general. Until November 1996, the Committee also was
responsible for approving the issuance of all employee stock options. The policy
of the Committee is to consider on a subjective basis the executive's ability,
contribution and dedication toward the enhancement of stockholder value.
In Fiscal 1994, the Committee approved a new four year employment contract
for Stephen Russell, President and Chief Executive Officer which provides for a
base salary of $395,000 with annual increases of 7.5%. The Committee believes
this base compensation is competitive as compared to a range of base salaries of
executives in similar positions with companies in the Company's peer group. In
addition, the Employment contract provided for a bonus determined on the basis
of three percent of profit before tax in excess of $3,000,000, not to exceed
$360,000. Effective October 1, 1996, the Committee agreed to amend Mr. Russell's
contract to reflect his assumption of increased responsibilities following the
resignation of Leonard R. Bennett, the former President of the Company on July
3, 1996. The amendment provides that Mr. Russell will receive five percent of
profit before tax in excess of $3,000,000. The Committee believes this provides
a direct link between the executive's compensation and Company performance and
resulting enhancement of stockholder value.
Stock option grants were awarded on a discretionary, case by case basis,
after consideration of an individual's position, contribution to the Company,
length of service with the Company, number of options held, if any, and other
compensation.
The Company has not yet formulated a policy with respect to qualifying
compensation paid to executive officers for deductibility under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the provision was enacted as
part of 'OBRA '93' for compensation exceeding $1 million in a taxable year paid
to an executive officer, effective January 1, 1994).
COMPENSATION COMMITTEE
Paul A. Biddelman
Michael Miller
Kilin To
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company and Citicorp Venture Capital, Ltd. ('CVC'), of which Mr. To was
an officer, are parties to a registration rights agreement relating to the
Common Stock owned by CVC. The Company, Mr. Russell, and Mr. Bennett and
Hanseatic, a Corporation of which Paul Biddelman, a director of the Company, is
an officer were all parties to a stockholders' agreement relating to the
election of Messrs. Russell and Bennett and a Hanseatic designee to the Board of
Directors. This agreement was terminated as to Mr. Bennett upon Mr. Bennett's
resignation on July 3, 1996.
For a further description of the foregoing transactions, see 'Certain
Relationships and Related Transactions,' and 'Security Ownership of Principal
Stockholders and Management.'
6
<PAGE>
<PAGE>
STOCK PRICE PERFORMANCE
The following graph is a comparison of the cumulative total return to
stockholders of the Company from the date its Common Stock commenced trading on
the NASDAQ NATIONAL MARKET to June 30, 1996 to the cumulative total returns of
the NASDAQ Stock Market -- U.S. and the NASDAQ Truck and Transportation Index
for that period.
Under the rules of the Securities and Exchange Commission ('SEC'), this
graph is not deemed 'Soliciting Material' and is not incorporated by reference
in any filings with the SEC under the Securities Act of 1993 or the Securities
Exchange Act of 1934.
COMPARISON OF 29 MONTH CUMULATIVE TOTAL RETURN*
AMONG CELADON GROUP INC., THE NASDAQ STOCK MARKET -- US INDEX
AND THE NASDAQ TRUCKING & TRANSPORTATION INDEX
[PERFORMANCE GRAPH]
PLOT POINTS
<TABLE>
<CAPTION>
1/21/94 6/94 6/95 6/96
<S> <C> <C> <C> <C>
Celadon Group Inc................ $100 $95 $105 $53
NASDAQ Stock Market--US.......... $100 $89 $119 $153
NASDAQ Trading & Transportation.. $100 $89 $100 $111
</TABLE>
*$100 invested on 01/21/94 in stock or index -- including reinvestment of
dividends. Fiscal year ending June 30.
7
<PAGE>
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has a four-year employment agreement expiring January 21, 1998
with Stephen Russell, Chairman and Chief Executive Officer of the Company,
providing for an initial annual salary of $395,000, which salary will be
increased 7.5% annually during the term of the agreement, plus an annual bonus
equal to three percent of the Company's income before income taxes in excess of
$3 million, not to exceed a total annual bonus of $360,000. Effective October 1,
1996, the Committee agreed to amend Mr. Russell's contract to reflect his
assumption of increased responsibilities following the resignation of Leonard R.
Bennett, the former President of the Company on July 3, 1996. The amendment
provides that Mr. Russell will receive five percent of profit before tax in
excess of $3,000,000. The agreement also provides that in the event of
termination: (i) as a result of a change in control of the Company, Mr. Russell,
will receive a lump sum severance allowance in an amount equal to two times his
annual compensation; (ii) without cause or by Mr. Russell for cause, Mr. Russell
will be entitled to receive his salary for the remainder of the term of the
agreement or one year, whichever is greater; and (iii) as a result of the
disability of Mr. Russell, he will be entitled to receive 50% of his salary
during the two-year period commencing on the date of his termination. The
agreement also includes a two-year non-compete covenant commencing on
termination of employment. As consideration for such non-compete covenant, the
Company has agreed to pay Mr. Russell 50% of his salary during the two years
following the termination of the employment agreement.
The Company has a consulting and non-competition agreement which expires
July 3, 1999 with Leonard R. Bennett, the former President and Chief Operating
Officer of the Company. As a consultant, Mr. Bennett will receive $268,396
annually, plus the continuation of one disability and three life insurance
policies provided to him as President of the Company, during the period of his
consulting agreement. At the end of the agreement, Mr. Bennett will purchase the
policies from the Company for the then cash value of the two whole life
policies. Additionally, for purposes of determining the exercisability of stock
options previously granted to Mr. Bennett under the Company's Stock Option Plan,
the expiration of the agreement on July 3, 1999 will be his termination date for
purposes of the Stock Option Plan. The Company's annual premium cost for the
disability policy and the annual cost of the life insurance policies net of
increases in cash surrender value is less than $10,000. The agreement also
includes a non-compete covenant through July 3, 1999. Upon the execution of the
consulting agreement, Mr. Bennett's employment agreement was terminated.
The Company has an employment agreement with Don S. Snyder, Executive Vice
President, Chief Financial Officer of the Company, expiring April 1, 1998. This
agreement is renewed automatically for successive one-year periods thereafter
unless previously terminated by either party. Such employment agreement provides
for an annual salary of $160,000, which will be increased at least 5% annually,
and an annual bonus of not less than $40,000. Pursuant to the agreement, upon
employment by the Company, Mr. Snyder was granted options to purchase 35,000
shares of Common Stock pursuant to the Stock Option Plan, is provided a monthly
car allowance and is entitled to participate in any insurance or other benefit
plan provided to the Company's executives generally. In connection with Mr.
Snyder's relocation to Indianapolis, the Company is obligated to acquire Mr.
Snyder's personal residence under certain circumstances. It is undeterminable at
this time if these circumstances will occur. The agreement includes a two-year
non-compete covenant commencing on termination of employment. As consideration
for such non-compete covenant, in the event of termination without cause, Mr.
Snyder will receive a severance payment equal to two times his salary and bonus,
payable in biweekly installments during the two-year non-competition period.
The Company has an employment and consulting agreement with Brian L. Reach,
Vice President Special Projects. The agreement provides for Mr. Reach's
employment, subject to termination by either Mr. Reach or the Company with two
weeks notice, at an annual salary of $170,000 plus benefits available to Company
executives generally. Mr. Reach will be retained as a consultant for a period of
18 months at an annual compensation rate of $180,000 plus reasonable and
necessary out-of-pocket expenses following his termination as an employee. Mr.
Reach's current benefits will be continued until such time as he accepts other
employment or, the end of the consulting agreement, whichever is the first to
occur. Additionally, Mr. Reach will be permitted to exercise stock options
previously granted to him
8
<PAGE>
<PAGE>
through March 31, 1998 or he ceases to be a consultant whichever is the first to
occur. The agreement includes a non-compete covenant.
The Company has a one year consulting agreement with Richard Goldenberg,
previously Vice President-Secretary of the Company, who resigned effective
October 14, 1996. Under the terms of the agreement, Mr. Goldenberg will serve as
a consultant to the Company and be compensated at the rate of $114,000 per year
plus continuation of certain benefits which he received prior to his
resignation.
Celadon/Jacky Maeder Company has an employment agreement with Norman G.
Grief, such company's President and Chief Executive Officer, pursuant to which
Mr. Greif agreed to serve as a full-time employee through June 30, 1999.
Pursuant to such agreement, Mr. Greif's annual base salary for fiscal 1996 is
$320,000. In addition to such annual base salary, for each of the 1994 through
1999 fiscal years, the Company shall pay Mr. Greif, pursuant to the agreement,
an incentive bonus based upon the consolidated income before income taxes of the
Freight Forwarding Division. Pursuant to the agreement, Mr. Grief is entitled to
the use of a car and to participate in any insurance or benefit plans provided
to Celadon/Jacky Maeder Company employees or executives generally. In addition,
the agreement includes a non-compete covenant lasting through June 30, 1999. As
consideration for such non-compete covenant, the Company has agreed to pay Mr.
Greif in the event of termination: (i) by Celadon/Jacky Maeder Company as a
result of a disability, $320,000 plus $100,000 per year through June 30,1999 if
Mr. Greif is willing and able to renew his position but is not rehired; (ii) by
Celadon/Jacky Maeder Company at any time after June 30, 1996 upon proper notice,
the remainder of the salary due under the agreement plus $100,000 for each year
(or portion of a year) remaining on the agreement up to a maximum of $300,000;
(iii) by Mr. Greif at any time after June 30, 1996 upon proper notice, the
remainder of the salary due under the agreement; (iv) by Mr. Grief if
Celadon/Jacky Maeder Company changes Mr. Greif's title, relocates Mr. Grief
without his consent, fails to comply with payment obligations, terminates Mr.
Grief other than pursuant to the employment agreement or if the Company fails to
comply with its obligations to Mr. Greif under his stock option agreement with
the Company, the remainder of the salary due under the agreement plus $100,000
for each year remaining on the agreement up to a maximum of $300,000. Effective
May 1, 1996 with the acquisition by the Company of the net assets of the freight
forwarding business conducted at the John F. Kennedy Airport in New York City
and the Celadon/Jacky Maeder Company warehouse facility in Kearny, New Jersey,
the Company assumed all of the obligations of Celadon/Jacky Maeder Company
pursuant to the employment agreement.
9
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<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of October 11, 1996, certain information
furnished to the Company regarding the beneficial ownership of Common Stock (i)
by each person who, to the knowledge of the Company, based upon filings with the
Securities and Exchange Commission, beneficially owns more than five percent of
the outstanding shares of the Common Stock, (ii) by each director of the
Company, (iii) by each of the executive officers named in the Summary
Compensation Table, and (iv) by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF
COMMON STOCK AS OF
OCTOBER 11, 1996(1)
----------------------
NAME AND POSITION SHARES %
- ---------------------------------------------------------------------------------------- --------- ----
<S> <C> <C>
Stephen Russell ........................................................................ 998,315(2)(3) 13.1%
Chairman of the Board, President and Chief Executive
Officer of the Company
Richard Goldenberg ..................................................................... 6,667(3) *
Vice President -- Secretary of the Company
Brian L. Reach ......................................................................... 50,001(3) *
Vice President Special Projects
Don S. Snyder .......................................................................... 17,667(3) *
Executive Vice President/Chief Financial Officer
Norman G. Greif ........................................................................ 70,000(3) *
President and Chief Executive Officer of
Randy International, Ltd.
Paul A. Biddelman ...................................................................... 1,011,224(3)(4) 13.2
Director of the Company
Michael Miller ......................................................................... 16,168(3) *
Director of the Company
Joel E. Smilow ......................................................................... 100,000
Nominee for election as Director of the Company
Kilin To ............................................................................... 40,253(3) *
Director of the Company
Citicorp Venture Capital Ltd. .......................................................... 438,358(5) 5.7
Hanseatic Corporation................................................................... 995,056(4)(6) 13.0
Wolfgang Traber......................................................................... 995,056(4) 13.0
Columbia Funds Management Company....................................................... 580,000(6)(7) 7.6
All executive officers and directors as a group (ten persons)........................... 1,221,240(8)(9) 16.0
</TABLE>
- ------------
* Represents beneficial ownership of not more than one percent of the
outstanding Common Stock.
(1) Based upon 7,632,580 shares of Common Stock outstanding at October 11, 1996.
(2) Excludes 995,056 shares of Common Stock reported as beneficially owned by
Hanseatic Corporation ('Hanseatic') in filings with the Securities and
Exchange Commission all of which may be deemed to be beneficially owned by
Mr. Russell by virtue of a stockholders agreement among Mr. Russell,
Hanseatic and the Company. Mr. Russell disclaims beneficial ownership of
such shares. Mr. Russell's address is One Celadon Drive, Indianapolis, IN
46236-4207.
(3) Includes shares of Common Stock which the directors and executive officers
had the right to acquire through the exercise of options within 60 days of
October 11, 1996, as follows: Stephen Russell - 40,001 shares; Richard
Goldenberg - 6,667 shares; Brian L. Reach - 50,001 shares; Don S. Snyder -
11,667 shares; Norman G. Greif - 60,000 shares; Paul A. Biddelman - 16,168
shares; Michael Miller - 16,168 shares; and Kilin To - 16,168 shares.
(4) Of such shares, 946,021 shares of Common Stock are held by Hanseatic
Americas LDC, a Bahamian limited duration company in which the sole managing
member is Hansabel Partners LLC, a Delaware limited liability company in
which Hanseatic is the sole managing member. The remaining shares are held
by Hanseatic for discretionary customer accounts, and include 12,121 shares
of
(footnotes continued on next page)
10
<PAGE>
<PAGE>
(footnotes continued from previous page)
Common Stock issuable upon exercise of an outstanding warrant. Mr. Biddelman
is the Treasurer of Hanseatic and holds shared voting and investment power
with respect to the shares held by Hanseatic. In addition, Mr. Wolfgang
Traber is the holder of a majority of the shares of capital stock of
Hanseatic. Excludes 998,315 shares of Common Stock owned by Mr. Russell that
are subject to a stockholders agreement among Mr. Russell, Hanseatic and the
Company. The address of Hanseatic, Mr. Traber and Mr. Biddelman is 450 Park
Avenue, New York, New York 10022.
(5) The address of Citicorp Venture Capital, Ltd. is 399 Park Avenue, New York,
New York.
(6) The address of Columbia Funds Management Company is 1300 SW Sixth Avenue, P.
O. Box 1350, Portland, Oregon 97207.
(7) This information is based upon Schedules 13G filed with the Securities and
Exchange Commission for the June 30, 1996 reporting period.
(8) See footnotes (3) and (4) above.
(9) Excludes options to acquire 40,001 shares of Common Stock by Leonard R.
Bennett, who resigned from his positions as Director, President and Chief
Operating Officer of the Company effective July 3, 1996.
Except as otherwise indicated, the Company has been advised that the
beneficial holders listed in the table above have sole voting and investment
power regarding the shares shown as being beneficially owned by them. Except as
noted in the footnotes, none of such shares is known by the Company to be shares
with respect to which the beneficial owner has the right to acquire beneficial
ownership.
On July 3, 1996, pursuant to a stock purchase agreement (the 'Stock
Purchase Agreement') dated that date among Hanseatic and Stephen Russell, each
individually and as agent for other parties, and Leonard R. Bennett and Peter
Bennett, Leonard Bennett sold at a price of $9.00 per share an aggregate of
813,314 shares of Common Stock of the Company and Peter Bennett sold an
additional 40,000 shares of Common Stock at such price. Upon the closing under
the Stock Purchase Agreement, Hanseatic beneficially owned 995,056 shares of
Common Stock, including 12,121 shares issuable upon exercise of warrants held by
Hanseatic, or approximately 12.8% of the outstanding shares of Common Stock and
Mr. Russell owned 998,315 shares of Common Stock, including 40,001 shares
issuable upon the exercise of outstanding stock options exercisable within 60
days, or approximately 12.8% of the outstanding shares of Common Stock.
According to a Schedule 13D filed with the Securities Exchange Commission
by Hanseatic, Wolfgang Traber and Paul A. Biddelman, jointly, the funds, in the
amount of $4,934,826, to purchase from Messrs. Bennett an aggregate of 548,314
shares of Common Stock were obtained by Hanseatic Americas LDC, a Bahamian
limited duration company of which the sole managing member is Hansabel Partners,
L.L.C., a Delaware limited liability company of which Hanseatic is the sole
managing member, from a combination of working capital and a loan facility
provided by M. M. Warburg & Co. Luxembourg S.A. According to Mr. Russell, the
funds, in the amount of $405,000 used by him, individually, to purchase from
Leonard Bennett an aggregate of 45,000 shares of Common Stock were his personal
funds.
In connection with the closing under the Stock Purchase Agreement,
Hanseatic, the Corporation, Stephen Russell and Leonard Bennett amended the
stockholders agreement dated as of October 8, 1992, among them to release Mr.
Bennett from his obligations thereunder and to provide that, as long as
Hanseatic or Mr. Russell each beneficially own at least five percent of the
outstanding shares of Common Stock, the Corporation shall use its best efforts
to insure that one member of the Corporation's board of directors is a designee
of Hanseatic and that another member of the Corporation's board of directors is
a designee of Mr. Russell. In addition, Mr. Russell and Hanseatic have agreed to
vote all shares of Common Stock owned by them in favor of the election of such
nominees or, upon the death of Mr. Russell, for the designee of the holder of a
majority of Mr. Russell's shares of Common Stock on the date of death.
11
<PAGE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH DIRECTORS AND STOCKHOLDERS
Stephen Russell, Chairman and Chief Executive Officer of the Company, and
Leonard R. Bennett, President and Chief Operating Officer of the Company, were
parties to a voting agreement pursuant to which they agreed to vote their shares
of Common Stock for the other's designee or, upon the death of Mr. Russell or
Mr. Bennett, for the designee of the holder of a majority of the decedent's
shares of Common Stock on the date of death, as director of the Company. Messrs.
Russell and Bennett were the designees pursuant to such agreement. The agreement
was terminated upon Mr. Bennett's resignation from the Company on July 3, 1996.
Additionally, during fiscal year 1996, Mr. Bennett's wife, Barbara Bennett, and
his son, Peter Bennett, were executive vice president of the logistics division,
and executive vice president -- administration of the Company, respectively. In
that connection, Mr. Bennett's wife was paid $104,111 in fiscal 1996, and his
son was paid $134,895 in fiscal 1996. Both Mr. Bennett's wife and son resigned
as officers and employees effective July 3, 1996.
On July 3, 1996, Leonard R. Bennett, President Chief Operating Officer and
a Director of the Company resigned as an Officer and Director of the Company and
all of its subsidiaries. At that time, he also released the Company from its
obligations under his employment contract. The Company entered into a three year
noncompete and consulting agreement with Mr. Bennett which provided for annual
payments of $268,396 and continuation of certain disability and life insurance
benefits. The agreement can be canceled by either party for cause. In addition,
on July 3, 1996, Mr. Bennett acquired the Company's 80.5% interest in Celsur
Inc. for a total of 100,000 shares of Celadon Group, Inc. common stock and
$2,440,645 in the form of a personal note, bearing interest at the prime
commercial lending rate of the Chase Manhattan Bank, N.A. New York, New York,
and payable October 3, 1996. The note plus interest was paid in full on October
3, 1996.
On July 3, 1996, Peter Bennett, Executive Vice President Administration of
Celadon Trucking Services, Inc., (CTSI), the Company's principal operating
subsidiary, resigned as an officer and employee of CTSI. The Company entered
into a one year noncompete and consulting contract with Mr. Bennett providing
for an annual payment of $60,000.
The Company and CVC, a principal stockholder of the Company, and of which
Kilin To, a director of the Company, was an officer, entered into a registration
rights agreement, dated as of April 7, 1988, in connection with CVC's purchase
of 1,000,000 shares of Series F Convertible Preferred Stock and warrants (all of
which have been converted or exercised, as the case may be, at a weighted
average price of $3.08 per share into shares of Common Stock). Under the terms
of such agreement, CVC and its permitted transferees have the right to require
the Company to file, subject to certain terms and conditions, a registration
statement for any or all of the 476,894 shares of Common Stock covered by such
agreement which are then held by the requesting holders. In addition, CVC and
its permitted transferees have the right to require the Company to include,
subject to certain exceptions, any or all of the shares of Common Stock covered
by such agreement in any registration statement filed by the Company.
The Company and Hanseatic, a corporation of which Paul Biddelman, a
director of the Company, is an officer, entered into a registration rights
agreement, dated as of October 8, 1992, in connection with Hanseatic's purchase
of a 9.25% Senior Subordinated Convertible Note (the 'Hanseatic Note') for an
aggregate purchase price of $8,000,000. The Hanseatic Note was converted in
February 1994 into 739,371 shares of Common Stock (equivalent to a conversion
price of $10.82 per share). In connection with the purchase of the Hanseatic
Note, the Company paid Hanseatic a $160,000 facility fee and issued to Hanseatic
a warrant to purchase, at any time prior to September 30, 1998, 12,121 shares of
Common Stock at an exercise price of $10.82 per share. Until October 1998,
Hanseatic and its permitted transferees have the right to require the Company to
file, subject to certain terms and conditions, a registration statement in
respect of any or all of the shares of Common Stock (subject to a minimum of
363,636 shares) covered by such agreement which are then held by the requesting
holders. In addition, Hanseatic and its permitted transferees have the right to
require the Company to include, subject to certain exceptions, any or all shares
of Common Stock covered by such agreement in any registration statement filed by
the Company. Such 'piggyback' rights, terminate on September 30, 2001.
12
<PAGE>
<PAGE>
The Company, Hanseatic, Stephen Russell, and Leonard Bennett were parties
to a stockholders' agreement, dated as of October 8, 1992, which was amended on
July 3, 1996 to release Mr. Bennett. Since July 1996, the agreement has provided
that each party shall vote its shares of Common Stock for the election as
director of one designee of the other party. See 'Security Ownership of
Principal Stockholders and Management.'
Celadon/Jacky Maeder Company leased a 16,000 square foot facility from a
corporation owned by Norman G. Greif, President and Chief Executive Officer of
the Celadon/Jacky Maeder Company and another employee of the Celadon/Jacky
Maeder Company. The current monthly rent is approximately $12,000. The lease
expired on September 30, 1996 and is currently being extended on a
month-by-month basis. With the acquisition by the Company of the freight
forwarding business conducted at the John F. Kennedy Airport in New York City
and the Celadon Jacky Maeder Company ('CJM') facility in Kearny, New Jersey, the
Company assumed the obligations of CJM under the lease. The lessor corporation
may terminate the lease with at least 270 days prior written notice if Mr.
Greif's employment agreement is terminated by the freight forwarding division
without cause, or by Mr. Greif with cause. The lessor received $148,000 in rent
from Celadon/Jacky Maeder Company in fiscal 1996.
Additionally, CJM's Israeli freight forwarding agent, which has a profit
sharing arrangement with the Company, is 30% owned by Mr. Norman Greif. The
gross profits (freight forwarding revenue less direct transportation of freight
forwarding) in 1996 earned by the Israeli agent was approximately $302,000. In
connection with this agency agreement which terminates June 1997, the Company
agreed in fiscal 1994 to advance up to $500,000 to its Israeli agent for
advancing on behalf of Israeli customers value added taxes and other prepaid
charges incurred by such agent in its business. As of June 30, 1996, there were
no outstanding advances. In connection with the wind-down of the freight
forwarding business segment, CJM and the Company resolved certain disputed items
with CJM's Israeli freight forwarding agent. As a result, the Company recorded a
$727,000 bad debt write-off expense as a component of the loss on discontinued
operations.
In connection with the discontinuance of the Company's freight forwarding
line of business the Company has engaged Michael Miller, a director of the
Company, to negotiate termination or restructuring of leases relating to
operating facilities. For his services in this capacity, Mr. Miller received
$60,000 in fiscal year 1996.
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP
The Board of Directors has appointed Ernst & Young LLP as the independent
auditors for the Company for the current fiscal year. A representative of Ernst
& Young LLP is expected to be present at the Meeting with the opportunity to
make a statement if such representative desires to do so, and is expected to
respond to appropriate questions. The Board of Directors recommends a vote FOR
the ratification of the appointment of Ernst & Young LLP as auditors.
STOCKHOLDERS' PROPOSALS
Proposals of stockholders to be presented at the next annual meeting must
be received for inclusion in the Company's proxy statement and form of proxy by
July 12, 1997.
13
<PAGE>
<PAGE>
GENERAL
The Board of Directors does not know of any matters other than those
specified in the Notice of Annual Meeting of Stockholders that will be presented
for consideration at the meeting. However, if other matters properly come before
the meeting, it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their judgement. In the event that any nominee
is unable to serve as a director at the date of the meeting, the enclosed form
of proxy will be voted for any nominee who shall be designated by the Board of
Directors to fill such vacancy.
Under Delaware Law and the Company's Certificate of Incorporation and
By-laws, if a quorum is present, directors are elected by a plurality of the
votes cast by the holders of shares entitled to vote thereon. A majority of the
outstanding shares entitled to vote, present in person or represented by proxy
constitutes a quorum. Shares represented by proxies withholding votes from
nominees will be counted only for purposes of determining a quorum.
The entire cost of soliciting proxies hereunder will be borne by the
Company. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or regular employees of the Company who will not be
compensated for their services. The Company will reimburse brokers and banks for
their reasonable expenses for forwarding material to beneficial owners for whom
they hold stock.
The Company intends to furnish to its stockholders a copy of the Company's
1996 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
Indianapolis, Indiana
November 8, 1996
14
<PAGE>
<PAGE>
PROXY
APPENDIX I
DETACH HERE
CELADON GROUP, INC.
9503 East 33rd Street
One Celadon Drive
Indianapolis, Indiana 46236-4207
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICTED BY THE
BOARD OF DIRECTORS
The undersigned hereby appoints Stephen Russell, Paul A. Biddelman and
Don S. Snyder and each of them, with full power of substitution, proxies of
the undersigned, to vote all shares of Common Stock of Celadon Group, Inc.
(the "Company") that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company to
be held on Tuesday, December 17, 1996, at 10:00 o'clock a.m., (local time)
at New York City Athletic Club, 180 Central Park South, New York City, New
York 10019, and at any adjournments thereof. The undersigned hereby revokes
any proxy heretofore given with respect to such shares.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL
1 AND FOR PROPOSAL 2. IF MORE THAN ONE OF SAID PROXIES OR THEIR SUBSTITUTES
SHALL BE PRESENT AND VOTE AT SAID MEETING, OR ANY ADJOURNMENT THEREOF, A
MAJORITY OF THEM SO PRESENT AND VOTING (OR IF ONLY ONE BE PRESENT AND VOTE,
THEN THAT ONE) WILL HAVE AND MAY EXERCISE ALL THE POWERS HEREBY GRANTED.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVESE SIDE
DETACH HERE
<PAGE>
<PAGE>
Please mark
[x] votes as in
this example.
This Proxy when properly executed and returned will be voted in the
manner directed below. If no direction is made, this proxy will be voted
FOR all nominees and the proposal listed below.
1. ELECTION OF DIRECTORS
Nominees: Stephen Russell, Paul A. Biddelman, Michael
Miller, Joel E. Smilow, Kilin To.
FOR WITHHELD
[ ] [ ]
[ ]
- --------------------------------------------------------
For all nominees except as noted above
2. RATIFICATION OF APPOINTMENT FOR AGAINST ABSTAIN
OF ERNST & YOUNG LLP AS AUDITORS. [ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please mark, sign, date and return the Proxy Card promptly using the
enclosed envelope which requires no postage when mailed in the USA.
Please sign below exactly as your name appears. When shares are held by
joint tenants, both shall sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Signature Date Signature Date
--------------- --------- ---------------- ------
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as ss.
