<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Scott Paper Company
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Scott Paper Company
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
Notes:
<PAGE>
[LOGO OF SCOTT PAPER COMPANY APPEARS HERE]
SCOTT PAPER COMPANY
SCOTT PLAZA, PHILADELPHIA PA 19113
May 3, 1994
----------------
NOTICE OF ADJOURNED MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JUNE 3, 1994
----------------
The Annual Meeting of Shareholders of Scott Paper Company, a Pennsylvania
corporation, was adjourned from its originally scheduled date and will now be
held at 11:00 A.M. on Friday, June 3, 1994, at The Radisson Hotel-Philadelphia
Airport, 500 Stevens Drive, Philadelphia, Pennsylvania. The meeting was
adjourned to permit the selection by the Board of Directors of a new Chairman
and Chief Executive Officer who could then stand for election as a Director by
the shareholders at the meeting. Mr. Albert J. Dunlap was elected to those
positions by the Board of Directors on April 19, 1994, and he is included among
the nominees for Director.
The meeting will be held for the following purposes:
1. To elect thirteen Directors.
2. To act on a proposal to approve the stock option and bonus provisions
of the Employment Agreement between the Company and Mr. Dunlap.
3. To act on proposals to approve the adoption of the portions of the
1994 Long-Term Incentive Plan relating to:
(a) stock options;
(b) restricted stock; and
(c) performance shares.
4. To act on a proposal to approve the appointment of auditors.
5. To transact such other business as may properly come before the
meeting.
You have previously received a proxy statement dated March 11, 1994 (the
"initial Proxy Statement") and proxy. The attached proxy statement (the
"Supplemental Proxy Statement") is intended to supplement the initial Proxy
Statement. The Supplemental Proxy Statement and the enclosed proxy relate only
to Items 1 and 2 above. If you submitted the proxy distributed with the initial
Proxy Statement, it will not be valid for Item 1, the election of Directors,
but will continue to be valid for Items 3, 4 and 5 above. Please complete and
submit the enclosed proxy to vote on Items 1 and 2 or, if you plan to attend
the meeting, you may vote at that time.
If a copy of the initial Proxy Statement or a proxy for the other matters of
business to be conducted at the June 3, 1994 meeting is needed, it may be
requested from the Secretary at the address or telephone number indicated on
this Notice.
Only holders of Common Shares of record at the close of business on February
18, 1994 will be entitled to vote at the meeting. In the absence of a quorum,
the meeting will be adjourned until a time announced at the meeting at which
adjourned meeting the shareholders in attendance, although less than a quorum,
shall nevertheless constitute a quorum to elect Directors and, if the meeting
has been adjourned for at least fifteen days, to act on all other matters
included in this notice.
Please sign, date and return, in the envelope provided, the enclosed proxy
which is being solicited on behalf of the Company's Board of Directors. The
proxy shows the form in which your Common Shares are registered. Your signature
should be in the same form.
If you need directions to the meeting, please call the undersigned at 610-
522-5816.
Stephen D. Ford
Secretary
<PAGE>
SCOTT PAPER COMPANY
May 3, 1994
SUPPLEMENTAL
PROXY STATEMENT
PURPOSES OF THE MEETING
This Supplemental Proxy Statement is being mailed on or about May 3, 1994,
and is furnished for the solicitation of proxies for use at the Annual Meeting
of Shareholders of Scott Paper Company, which has been adjourned from April 19,
1994 to June 3, 1994, and at any additional adjournments thereof. Action will
be taken at the meeting upon the election of Directors, a proposal to approve
the stock option and bonus provisions of the Employment Agreement between the
Company and Mr. Albert J. Dunlap (the "Dunlap Proposal"; see below), three
proposals to approve separate portions of the 1994 Long-Term Incentive Plan and
a proposal to approve the appointment of auditors. This Supplemental Proxy
Statement applies to the election of Directors and to the Dunlap Proposal. The
initial Proxy Statement applies to the election of Directors other than Mr.
Dunlap and to the remaining proposals.
VOTING AT THE MEETING
Only the holders of Common Shares ("shares") of record at the close of
business on February 18, 1994, are entitled to vote at the Meeting. As of that
time there were 74,229,280 shares outstanding and entitled to be voted at the
Meeting. Each holder of shares entitled to vote has the right to one vote for
each share standing in his or her name on the books of the Company. However, in
the election of Directors, voting may be cumulative so that each share has as
many votes as there are Directors to be elected, and those votes may be
distributed among the nominees in any way the shareholder desires. To vote
cumulatively, the shareholder must write the words "cumulate for" followed by
the name of the nominee or nominees selected on the line provided under Item 1
of the proxy.
If instructions to the contrary are not given on the enclosed proxy, the
shares will be voted in the election of Directors as specified below and for
the Dunlap Proposal. The proxies being solicited may be voted cumulatively and
the vote distributed among all or less than all of the nominees for election as
Directors, if the proxy holders, in the exercise of their discretion, deem it
desirable.
The shares represented by each properly executed proxy will be voted in the
manner specified by the shareholder. The execution of either the enclosed proxy
or the proxy distributed with the initial Proxy Statement will not affect a
shareholder's right to attend the Meeting and vote in person. A shareholder
providing any proxy with respect to a matter to be acted upon at the Meeting,
whether the enclosed proxy or the proxy distributed with the initial Proxy
Statement, may revoke it at any time before the proxy is voted by executing and
delivering a subsequently dated proxy, by giving written notice of revocation
to the Secretary of the Company or by voting in person at the Meeting.
1
<PAGE>
ELECTION OF DIRECTORS
As stated in the initial Proxy Statement, thirteen Directors are to be
elected, each to hold office until the next succeeding Annual Meeting of
Shareholders and until his or her successor has been duly elected and
qualified. The only change in nominees from those listed in the initial Proxy
Statement is that Mr. Albert J. Dunlap has replaced Mr. Philip E. Lippincott as
a nominee. As stated in the initial Proxy Statement, Mr. Lippincott, on
November 29, 1993, announced his plan to retire as the Company's Chairman and
Chief Executive Officer and as a Director when his successor had been duly
elected and qualified. On April 19, 1994, Mr. Dunlap was elected by the Board
of Directors as a Director, Chairman of the Board and Chief Executive Officer.
The Board also approved Mr. Dunlap as a nominee for Director to stand for
election at the Annual Meeting or any adjournments thereof. The Board accepted
Mr. Lippincott's resignation from his executive positions and as a Director on
April 19, 1994.
Mr. Dunlap and the other nominees have consented to be named and to serve if
elected. The Company does not presently know of anything that would preclude
any nominee from serving if elected. If any nominee for any reason should
become unable or unwilling to stand for election as a Director, either the
shares represented by all proxies authorizing votes for that nominee will be
voted for the election of such other person as the Board may recommend, or the
number of Directors to be elected at the meeting will be reduced accordingly.
Each nominee will be elected if he or she receives the affirmative vote of a
plurality of the votes cast by holders of shares at the Meeting. Abstentions
and broker non-votes will not be counted as votes cast.
The following information is submitted concerning Mr. Dunlap. Reference is
made to the initial Proxy Statement for information on the other nominees for
election to the Board.
ALBERT J. DUNLAP, 56, Chairman of the Board and Chief
Executive Officer of the Company since April 19, 1994.
Formerly, Managing Director and Chief Executive Officer of
[PHOTO OF Consolidated Press Holdings Limited (Australian media,
ALBERT J. DUNLAP chemicals and agricultural operations) from 1991 to 1993,
APPEARS HERE] Chairman and Chief Executive Officer of Gyrestar, Inc.
(investment company) for a portion of 1991, Chairman and
Chief Executive Officer of Anglo Group plc (U.K. investment
company) from 1989 to 1990, and Chairman and Chief Executive
Officer of GOSL Acquisition Corp. (timber, oil and gas
operations) from 1986 to 1989.
Director of General Oriental Investments Limited.
Company Director since April 19, 1994.
As of April 26, 1994, Mr. Dunlap owned directly 51,416
shares of the Company. Of those shares, 26,316 shares were
purchased by Mr. Dunlap from the Company pursuant to the
Employment Agreement described under "Approval of Stock
Option and Bonus Provisions of the Employment Agreement
Between the Company and Albert J. Dunlap" on page 3 below.
2
<PAGE>
APPROVAL OF STOCK OPTION AND BONUS
PROVISIONS OF THE EMPLOYMENT AGREEMENT
BETWEEN THE COMPANY AND ALBERT J. DUNLAP
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
On April 19, 1994, the Company entered into an Employment Agreement (the
"Agreement") with Mr. Dunlap. The Board of Directors is requesting shareholder
approval of the portions of the Agreement containing Mr. Dunlap's performance-
based incentive package. The performance-based incentive package consists of
three components, (i) a stock option grant, (ii) annual incentive bonuses, and
(iii) if Mr. Dunlap's employment is terminated under certain circumstances, a
termination bonus.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the shares present or
represented and entitled to vote at the Meeting is required to approve the
stock option and bonus provisions of the Agreement. Since abstentions are
counted as shares present or represented, they will have the legal effect of
"no" votes. However, broker non-votes will not have any effect.
DESCRIPTION OF THE AGREEMENT
In the Agreement, the Company has agreed to employ Mr. Dunlap as Chairman of
the Board and Chief Executive Officer, and Mr. Dunlap has agreed to serve in
such capacities, for an initial period of five years ending April 18, 1999, and
for successive one-year renewal periods unless six months advance notice of
termination is given by either party.
Under the Agreement, Mr. Dunlap will be paid a base salary at an annual rate
of $1,000,000. The Management Development and Executive Compensation Committee
of the Board of Directors may increase Mr. Dunlap's base salary for any year
after 1994, but may not reduce it after any such increase. The Agreement also
provides for the payment to Mr. Dunlap of a special bonus for 1994 of $333,333
within 30 days after the date of the Agreement. The sum of Mr. Dunlap's base
salary in 1994 and the special bonus may not exceed $1,000,000.
Mr. Dunlap agreed to invest $1,000,000 in shares of the Company by purchasing
26,316 shares from the Company at a price of $38.00 per share, effective as of
the date of the Agreement. The last sale price of the Company's shares on that
date, as reported in The Wall Street Journal, New York Stock Exchange--
Composite Transactions, was $37.75.
Stock Option Grant
Subject to approval by the Company's shareholders at the Meeting, Mr. Dunlap
received a one-time grant effective as of April 19, 1994 of options (the
"Options") to purchase 750,000 shares at a price of $38.00 per share, on the
terms that would apply if the Options were granted under the 1994 Long-Term
Incentive Plan, except to the extent specifically modified by the Agreement
(see "Termination and Change of Control Provisions" on page 5 below). For a
description of the 1994 Long-Term Incentive Plan, see the initial Proxy
Statement. The term of the Options is ten years, and they will vest at the rate
of 20% on each of the first, second, third, fourth and fifth anniversaries of
the grant date.
3
<PAGE>
To avoid increasing the dilutive effect of options on the Company's
shareholders because of the grant to Mr. Dunlap, the Board of Directors has
amended the 1994 Long-Term Incentive Plan to reduce the maximum number of
shares with respect to which options may be granted from 3,600,000 to
2,850,000.
Annual Incentive Bonus
Subject to approval by the Company's shareholders at the Meeting, Mr. Dunlap
will receive, in lieu of participation in any annual incentive plan of the
Company, an annual incentive bonus for each Company fiscal year after 1994 if
he is employed during the entire fiscal year. The amount of the bonus would
equal 1.25% of the Company's net income for the year in excess of 10% of the
average of the Company's shareholders' equity at the beginning and end of the
year. The bonus would be payable in cash in the first quarter of the following
year.
If the incentive bonus provision of the Agreement had been in effect for any
of the years 1991, 1992 or 1993, no incentive bonus would have been payable for
those years.
Termination Bonus
Subject to approval by the Company's shareholders at the Meeting, Mr. Dunlap
will receive a termination bonus for any fiscal year after 1995 in which his
employment terminates, if the termination is due to death or disability, if it
is by the Company other than for "cause," or if it is by Mr. Dunlap for "good
reason" (including a change in control of the Company). No termination bonus
would be payable if the termination is by the Company for "cause" or by Mr.
Dunlap other than for "good reason." See "Termination and Change in Control
Provisions" on page 5 below.
The amount of the termination bonus would be determined by the Committee, but
could not be less than the annual incentive bonus payable for the prior year,
prorated for the number of days employed during the year of termination. The
bonus would be payable in cash within 60 days after termination.
Alternative Compensation Arrangements
If the shareholders do not approve the stock option and bonus provisions of
the Agreement, the Company and Mr. Dunlap have agreed to negotiate in good
faith mutually acceptable alternative compensation arrangements. The terms and
conditions of any such alternative compensation arrangements have not been
determined.
Other Benefits
Mr. Dunlap will be eligible to participate in the 1994 Long-Term Incentive
Plan if it is approved by the Company's shareholders at the Meeting and he will
be required to purchase performance shares on the same terms as other corporate
officers. See the description of the 1994 Long-Term Incentive Plan in the
initial Proxy Statement and "Benefits under the Agreement and the 1994 Long-
Term Incentive Plan" on page 6 below. Mr. Dunlap will also be eligible to
participate immediately in the other benefit plans available generally to
employees or other senior executives of the Company. However, he will not be
eligible to participate in any other annual incentive plan, the Retirement Plan
for Salaried Employees or the Termination Pay Plan.
In the Agreement, the Company has agreed to purchase Mr. Dunlap's current
home in Florida at its cost to him, $3,268,000, in order to facilitate his
relocation to Philadelphia, and to provide certain other benefits. The Company
intends to sell the home.
4
<PAGE>
Termination and Change in Control Provisions
The Company may terminate Mr. Dunlap's employment under the Agreement at any
time, or due to his disability, or for "cause." "Cause" means (i) Mr. Dunlap's
willful failure substantially to perform his duties under the Agreement, except
if such failure results from disability, or (ii) his conviction for a felony
(or a plea of guilty or nolo contendere thereto).
Mr. Dunlap may terminate his employment under the Agreement at any time with
the Company's consent. In addition, he may terminate his employment for "good
reason" by notifying the Company within 90 days after any of the following
events occurring without his consent, unless remedied by the Company within 30
days after receiving such notice:
(i) any change in Mr. Dunlap's title as Chairman of the Board and Chief
Executive Officer or his removal from, or the failure to re-elect him to,
such positions;
(ii) any assignment of duties materially inconsistent with his positions
or any material limitation of his powers as contemplated by the Agreement;
(iii) any requirement that Mr. Dunlap be based without his consent
anywhere other than at the Company's principal executive office;
(iv) any reduction in Mr. Dunlap's base salary;
(v) any failure to continue in effect any fringe benefit plan in effect
at the date of the Agreement or to provide Mr. Dunlap equivalent benefits;
(vi) the failure of the Company, within 90 days after the date of the
Agreement, to have Mr. Dunlap duly elected as a Director and thereafter to
maintain his status as a Director while he serves as Chief Executive
Officer;
(vii) a "change in control" of the Company; or
(viii) any other material breach of the Agreement by the Company.
A "change in control" means the occurrence of any one of the following events:
(i) any "person" as such term is used in Sections 3(a)(9) and 13(d) of
the Securities Exchange Act of 1934, as amended, becomes a "beneficial
owner," as such term is used in Rule 13d-3 promulgated under that Act, of
20% or more of the voting stock of the Company;
(ii) the majority of the Board of Directors consists of individuals other
than Incumbent Directors, which term means the members of the Board on the
date of the Agreement; provided that any person becoming a Director
subsequent to such date whose election or nomination for election was
supported by two-thirds of the Directors who then comprised the Incumbent
Directors is considered to be an Incumbent Director;
(iii) the Company, without Mr. Dunlap's consent, adopts any plan of
liquidation providing for the distribution of all or substantially all of
its assets; or
(iv) all or substantially all of the assets or business of the Company
are disposed of pursuant to a merger, consolidation or other transaction
(unless the persons who were shareholders of the Company immediately prior
to such merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned
the voting stock of the Company, all of the voting stock or other ownership
interests of the entity or entities, if any, that succeed to the business
of the Company).
5
<PAGE>
The Agreement provides that, if the Company terminates Mr. Dunlap's
employment other than for "cause" and not due to his disability, or if he
terminates his employment for "good reason," (i) he will receive as liquidated
damages a lump sum payment in an amount equal to the base salary that would
have been payable through the period ending April 18, 1999 or any then
applicable renewal period, (ii) he will receive the termination bonus described
above for any year after 1995 in which the termination occurs, (iii) he will be
entitled to exercise within three years after the date of termination the
Options which are then exercisable or which would have become exercisable
within one year after the date of termination, and (iv) he will be entitled to
continue participating in the employee benefit plans in which he had been
entitled to participate before termination, for three years after termination,
or to receive substantially equivalent benefits.
The Agreement provides that, if the Company terminates Mr. Dunlap's
employment for "cause" or if he terminates his employment with the consent of
the Company, all obligations (other than accrued obligations) of the Company
will cease, except that he will be able to exercise the Options which are
exercisable on the date of termination within 60 days, if the termination is
for "cause," and within one year, if it is with the consent of the Company.
The Agreement provides that, if Mr. Dunlap's employment is terminated due to
his death or disability, he will receive the termination bonus described above
for any year after 1995 in which the termination occurs. If his employment is
terminated due to death, his estate or legal representative will be entitled to
exercise within one year the Options which are then exercisable or which would
have become exercisable within one year after his death. If his employment is
terminated due to disability, he will be entitled to exercise within three
years all Options which are then exercisable or which would have become
exercisable within one year after the date of termination.
BENEFITS UNDER THE AGREEMENT AND THE 1994 LONG-TERM INCENTIVE PLAN
If the incentive bonus provision of the Agreement had been in effect for any
of the years 1991, 1992 or 1993, no incentive bonus would have been payable for
those years.
Reference is made to the description of the 1994 Long-Term Incentive Plan
(the "Plan") in the initial Proxy Statement and, specifically, to the
description of "Plan Benefits" on page 25 thereof. If the Plan is approved by
the Company's shareholders at the Meeting, Mr. Dunlap's payment obligation
under the Plan, the number of performance shares that would be purchased upon
exercise of one performance share right, and the current gross value of shares
which may eventually be earned if the applicable performance goal is attained,
assuming an annual rate of base salary of $1,000,000 and a share price of
$40.75 (the closing price of shares on April 26, 1994), would be as follows.
<TABLE>
<CAPTION>
PERFORMANCE SHARES PURCHASED
---------------------------------------------------
CURRENT GROSS VALUE
(ASSUMING PERFORMANCE GOAL
PAYMENT OBLIGATION NUMBER IS ATTAINED)
------------------ ------ --------------------------
<S> <C> <C>
$50,000 8,588 $350,000
</TABLE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Tax Deductibility Under Code Section 162(m)
The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code of 1986, as amended (the "Code"). Effective January 1,
1994, this provision disallows a publicly-held company's deductions for
employee remuneration exceeding $1,000,000 per year for certain executives, but
contains an exception for qualified "performance-based compensation" if
approved by the Company's shareholders. In December 1993, the Internal Revenue
Service issued proposed regulations
6
<PAGE>
interpreting this provision. The Agreement has been drafted to enable the stock
options and annual incentive bonuses described above to qualify as
"performance-based compensation" if they are approved by the Company's
shareholders. In addition, the Company has been advised that Mr. Dunlap would
not be within the class of executives covered by the $1,000,000 limit in any
year for which a termination bonus is payable. However, until the Internal
Revenue Service's regulations are finalized, there can be no assurance that all
of their requirements will be met.
Tax Treatment of Stock Options
No income would result to Mr. Dunlap upon the grant of stock options. Upon
the exercise of a stock option, the amount by which the fair market value of
the shares on the date of exercise exceeds the option price would be taxed to
him as ordinary compensation income. Assuming the stock options qualify as
"performance-based compensation" under the Section 162(m) regulations, the
Company would be entitled to a deduction in the same amount. Upon a subsequent
sale of any of those shares, Mr. Dunlap would realize capital gain or loss
(long-term or short-term, depending on whether the shares were held for more
than twelve months before sale) in an amount equal to the difference between
his tax basis in the shares and the selling price.
The preceding discussion is based upon the Code as presently in effect, which
is subject to change, and does not purport to be a complete description of the
federal income tax aspects of stock options.
MARKET PRICE OF COMMON SHARES
The last sale price of the Company's shares, as reported in The Wall Street
Journal, New York Stock Exchange--Composite Transactions, was $40.75 on April
26, 1994.
OTHER MATTERS
As of the date of this Supplemental Proxy Statement, the Board of Directors
knows of no other matters to be presented for action at the meeting. However,
if any further business should properly come before the meeting, the persons
named as proxies will vote on that business in accordance with their best
judgment.
SOLICITATION OF PROXIES
The accompanying proxy is solicited on behalf of the Board of Directors. The
cost of soliciting proxies will be paid by the Company. Following the original
mailing of the proxies, several Company employees may solicit proxies
personally, or by mail, telephone or telecopy. In addition, the Company has
retained D. F. King & Co. to aid in the solicitation of proxies from brokers
and nominees for an additional fee of $5,000 for this supplemental
solicitation. The Company will reimburse banks, brokerage firms, voting
trustees and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy material to beneficial owners of shares.
THERE ARE NO OTHER CHANGES TO THE INITIAL PROXY STATEMENT. IF A COPY OF THE
INITIAL PROXY STATEMENT OR A PROXY FOR THE OTHER MATTERS OF BUSINESS TO BE
CONDUCTED AT THE JUNE 3, 1994 MEETING IS NEEDED, IT MAY BE REQUESTED FROM THE
SECRETARY AT THE ADDRESS OR TELEPHONE NUMBER INDICATED ON THE ACCOMPANYING
NOTICE.
7
<PAGE>
P
SCOTT PAPER COMPANY
R THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ADJOURNED ANNUAL MEETING OF SHAREHOLDERS, JUNE 3, 1994
O
The undersigned holder of Common Shares of Scott Paper Company hereby
X appoints JOHN J. BUTLER, ELLIS A. HORWITZ and STEPHEN D. FORD, and each or
any of them, with power of substitution, as proxies to vote, and at their
Y discretion in the election of Directors to cumulate the vote of, all shares
of the undersigned at the Annual Meeting of Shareholders to be held at 11:00
a.m. on June 3, 1994 at The Radisson Hotel-Philadelphia Airport, 500
Stevens Drive, Philadelphia, Pennsylvania and at any adjournment thereof.
ELECTION OF DIRECTORS. Nominees
W.A. Andres, J.J. Crocker, A.J. Dunlap, P.J. Everaert, J.F. Fort,
III, W.H. Gray, III, P. Harf, J.R. Leaman, Jr., R.K. Lochridge, B.K.
MacLaury, C.B. Malone, G.L. Roubos, P. Stern
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
(CONTINUED, AND TO BE MARKED AND SIGNED, ON THE OTHER SIDE)
-----------
SEE REVERSE
SIDE
-----------
<PAGE>
[X] PLEASE MARK YOUR 1008
VOTES AS IN THIS
EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
1. Election of Directors (see reverse)
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------
2. Approval of stock option and bonus provisions of employment agreement
between the Company and A.J. Dunlap
FOR AGAINST ABSTAIN
[_] [_] [_]
TREAT AS CONFIDENTIAL IN ACCORDANCE
WITH COMPANY POLICY (SEE PAGE 1 OF [_]
THE INITIAL PROXY STATEMENT)
I PLAN TO ATTEND THE MEETING [_]
SIGNATURE(S) _____________________________ DATE __________
NOTE: Please sign exactly as name(s) appear hereon. Joint owners should each
sign. Executors, administrators, trustees, etc., should give full title
as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer.
