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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 Rule 14a-11(c) or Rule 14a-12
GFC FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GFC FINANCIAL CORPORATION
-------------------------
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
-------------------------
ANNUAL MEETING
OF STOCKHOLDERS
MAY 12, 1994
<PAGE>
[GFC FINANCIAL CORPORATION LOGO]
1850 North Central Avenue
Suite 1200
Phoenix, Arizona 85004
SAMUEL L. EICHENFIELD
Chairman, President and Chief
Executive Officer
Dear Stockholder:
The Annual Meeting of Stockholders will be held on Thursday, May 12, 1994,
in the Ballroom of the Radison Resort, 7171 N. Scottsdale Road, Scottsdale,
Arizona. As the meeting will begin promptly at 10:00 a.m., please plan to
arrive earlier. The formal notice of the meeting follows on the next page. No
admission tickets or other credentials will be required for attendance at the
meeting. You may use the hotel's free parking.
Directors and officers are expected to be present preceding and following
the meeting to speak with stockholders. During the meeting, there will be an
opportunity for stockholder questions regarding the affairs of the Corporation
and for discussion of the business to be considered at the meeting, as
explained in the notice and Proxy Statement which follow.
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON
AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Sincerely,
/s/ Samuel L. Eichenfield
- ----------------------------
<PAGE>
GFC FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 25, 1994
To the Holders of Common Stock of
[GFC Financial Corporation Logo]:
The Annual Meeting of Stockholders of GFC Financial Corporation, a
Delaware corporation (the "Corporation"), will be held in the Ballroom of the
Radison Resort, 7171 N. Scottsdale Road, Scottsdale, Arizona, on Thursday, May
12, 1994, at 10:00 a.m., Mountain Standard Time, for the purpose of
considering and voting upon:
1. Election of directors of the Corporation, as set forth in the attached
Proxy Statement;
2. Ratification of the appointment of Deloitte & Touche to audit the
accounts of the Corporation for the year 1994; and
3. Any other matters which may properly come before the meeting and any
adjournment or adjournments thereof.
Only stockholders of record of Common Stock at the close of business on
March 14, 1994, are entitled to receive notice of and to vote at the meeting.
A list of the stockholders entitled to vote will be available at the meeting
for examination by any stockholder, for any purpose germane to the meeting,
and for ten days prior to the meeting, at the principal executive offices of
the Corporation, 1850 North Central Avenue, Suite 1200, Phoenix, Arizona
85004.
The Annual Report for the year 1993, including financial statements, is
enclosed with this Notice and Proxy Statement.
To assure your representation at the meeting, please vote, sign and mail
the enclosed proxy as soon as possible. A return envelope, which requires no
postage if mailed in the United States, is enclosed for that purpose. Your
proxy is being solicited on behalf of the Board of Directors.
W. J. HALLINAN
Vice President -- General
Counsel and Secretary
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PLEASE VOTE -- YOUR VOTE IS IMPORTANT
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<PAGE>
PROXY STATEMENT
OF
[GFC FINANCIAL CORPORATION LOGO]
1850 North Central Avenue
Suite 1200
Phoenix, Arizona 85004
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") of GFC Financial Corporation (the "Corporation"), for use at the 1994
Annual Meeting of Stockholders of the Corporation. The proxy, if properly
executed and returned, will be voted according to its specifications, but may
be revoked at any time before it is voted by: (a) executing and delivering to
the Secretary of the Corporation a written instrument of revocation bearing a
date later than the date of the proxy, (b) executing and delivering to the
Secretary a subsequent proxy relating to the same Shares, or (c) attending the
meeting and voting in person (attendance at the meeting will not in and of
itself constitute revocation of a proxy).
Only stockholders of record of Common Stock (the "Shares") as of the close
of business on the record date, March 14, 1994, (the "Record Date"), will be
eligible to vote at the meeting. The number of Shares then outstanding was
20,087,135. Each outstanding Share on the Record Date will be entitled to one
vote. Fractional Shares will not be voted. Cumulative voting is not permitted.
For those proposals for which no directions are given in the proxy, the proxy
will be voted (a) "for" the election of the director nominees set forth herein
and (b) in accordance with the recommendations of the Board or, if none, in
the best judgment of the proxy holders, on other proposals. In the event of
disqualification, refusal or inability of any director or director nominee to
serve, the proxies will be voted for the election of such other person or
persons as the proxy holders believe will carry on the present policies of the
Corporation. The approximate date on which this Proxy Statement and
accompanying materials are first sent to stockholders is March 25, 1994.
If a stockholder is a participant in the Corporation's Capital
Accumulation Plan, Employees' Stock Ownership Plan, or The Dial Corp 401(k)
plans, the proxy will represent the number of Shares in the stockholder's plan
account(s), as well as Shares registered in the stockholder's name. The proxy
will serve as a voting instruction to the respective trustees of the above
referenced plans, if any.
The cost of soliciting proxies will be borne by the Corporation.
Solicitation will be made primarily through the use of the mails, but
employees of the Corporation may solicit proxies personally, by telephone,
telegram or similar means, for no additional compensation. The Corporation has
retained Morrow & Co., Inc. to assist it in connection with the solicitation,
at an estimated fee of $7,500 plus out-of-pocket expenses. The Corporation
will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to beneficial owners of Shares.
BOARD OF DIRECTORS AND ITS COMMITTEES
BOARD AND COMMITTEE MEETINGS
The Corporation's Board held a total of seven regular quarterly and
special meetings during 1993. The Board has established the following
committees of certain of its members to deal with particular areas of
responsibility:
1. The Executive Committee held one meeting and reviewed and approved a
number of transactions by unanimous consent during 1993. That committee
exercises all the powers of the Board in the management of the business and
affairs of the Corporation when the Board is not in session, to the extent
permitted by Delaware law.
2. The Audit Committee, which met four times in 1993, recommends
appointment of the Corporation's independent auditors and reviews audit
reports, accounting policies, financial statements, internal auditing reports,
internal controls, audit fees, and certain officer expenses. All members of
this committee are nonemployee directors, except that Mr. Eichenfield is an
ex-officio member who does not vote on matters considered by the committee.
3. The Executive Compensation Committee, which met three times in 1993,
exercises all the powers of the Board in the authorization and approval of the
compensation of senior executives of the Corporation and its subsidiaries. In
addition, the committee reviews an independent analysis, prepared by a leading
firm of compensation consultants, of the competitiveness of the Corporation's
management compensation, as well as competitive data developed by the
Corporation's compensation staff and consultants. The committee also
determines awards under various incentive plans, including the Corporation's
1992 Stock Incentive Plan. All members of this committee are nonemployee
directors.
The Board does not have a nominating committee. The entire Board is
responsible for the selection of director nominees.
In 1993, all directors attended at least 75% of the meetings of the Board
and of the committees of which they were members, except that Mr. Smith was
unable to attend two special and one regular meetings of the eleven Board and
committee meetings he was to attend during the year, due to other engagements.
He therefore attended approximately 72% of his meetings.
COMPENSATION
Until April 30, 1993, directors who were not employees received an annual
retainer of $20,000, plus $1,000 for each Board or committee meeting attended.
Committee chairmen received an additional $2,000 per year. At its April
meeting, the Board raised the annual retainer to $25,000 but eliminated the
additional $2,000 compensation to committee chairmen. The directors continue
to receive the $1,000 meeting fee. The director compensation was prorated for
the April adjustments. Mr. Straetz and Mr. Teets also received $4,750 each for
services as directors of a former subsidiary of the Corporation, Verex
Assurance, Inc., in 1993. Directors are reimbursed for any expenses attendant
to Board membership.
Nonemployee directors may elect to participate in the Directors' Deferred
Compensation Plan of the Corporation and certain of its subsidiaries, pursuant
to which payment of part or all of their directors' fees and retainers is
deferred. The plan permits participants to defer their compensation in the
form of cash. Mr. Smith currently participates in this Plan. Such accumulated
compensation, plus interest thereon at the Merrill Lynch Taxable Bond Index
long-term medium quality industrial bond rate of interest in effect each
quarter, is payable upon termination as a director to the director or to the
director's estate or beneficiary, over such period as may be designated by the
director.
The Corporation's 1992 Stock Incentive Plan provides for an initial grant
to new directors of options to purchase 2000 Shares and an annual grant to
directors of options to purchase 1000 Shares. The exercise price of such
options is the fair market value of the Shares on the date of grant.
In February 1993, the Board adopted a Directors' Retirement Benefit Plan
for nonemployee directors. That plan provides for the payment of benefits
equal to the annual retainer in effect at the retirement date. Vesting occurs
upon completion of five years of service as a director, and the director must
be at least 62 years of age on the retirement date. Benefits are paid for the
lesser of life or years of service, commencing on the date of election to the
Board.
ELECTION OF DIRECTORS
The Board consists of eight persons and is divided into three classes. At
each annual meeting, the term of one class of directors expires, and persons
are elected to that class for three-year terms. The Board has nominated Mr. L.
Gene Lemon, Mr. Robert P. Straetz, and Ms. Shoshana B. Tancer for election to
the Board for terms expiring at the 1997 annual meeting, or until their
respective successors have been elected and have qualified. Each currently
serves as a director of the Corporation.
All directors have served in that capacity since February 1992, except Mr.
Straetz, whose election became effective in May 1992 and Ms. Tancer, who was
appointed in February 1994 to fill the vacancy created by the resignation of
Mr. Pelanek from the Board. Mr. Pelanek, who was the President of the
Corporation and the Chairman, President and Chief Executive Officer of Verex
Corporation ("Verex"), resigned following the sale of Verex in July 1993. All
Board members other than Ms. Tancer were initially appointed in connection
with the spin-off ("Spin-Off") of the Corporation from The Dial Corp ("Dial")
on March 18, 1992.
DIRECTOR NOMINEES
The information regarding the director nominees has been furnished by such
nominees and is set forth below:
<TABLE>
FOR TERMS EXPIRING AT THE 1997 ANNUAL MEETING: (1)
<CAPTION>
PRINCIPAL OCCUPATION,
NAME OTHER DIRECTORSHIPS AND AGE
<S> <C>
L. Gene Lemon x Vice President and General Counsel of Dial for more than five years.
Age 53.
Robert P. Straetz *^x Retired Chairman and Chief Executive Officer of Textron Inc. (a diversified manufacturer of
aerospace products and provider of financial services) for more than five years; also a
director of AFC, Inc. and Fleet Mortgage Corp. and a former director of its parent
corporation, Fleet/Norstar Financial Group; also a former director of Dial and Textron, Inc.
Age 72.
Shoshana B. Tancer x Professor of International Studies for more than five years and Director of the North
American Free Trade Agreement Center since 1993 for the American Graduate School of
International Management. Also, Of-Counsel to the law firm of O'Connor, Cavanagh, Anderson,
Westover, Killingsworth & Beshears since 1992, and prior thereto, was the principal of
Tancer Law Offices, Ltd. for more than five years. Former director of Mountain Bell (the
predecessor of U.S. West, Inc.) and three subsidiaries of Merabank, a Federal Savings Bank.
Age 58.
- ----------
* Member of Executive Committee (Mr. Eichenfield, Chairman)
^ Member of Executive Compensation Committee (Mr. Johnson, Chairman)
x Member of Audit Committee (Mr. Lemon, Chairman)
(1) or until their respective successors have been elected and have qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE, TO SERVE FOR
THE TERM INDICATED.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
The information regarding the directors continuing in office has been
furnished by such directors and is set forth below:
<TABLE>
FOR TERMS EXPIRING AT THE 1995 ANNUAL MEETING: (1)
<CAPTION>
PRINCIPAL OCCUPATION,
NAME OTHER DIRECTORSHIPS AND AGE
<S> <C>
Samuel L. Eichenfield * Chairman, President and Chief Executive Officer of the Corporation; also Chairman,
President, and Chief Executive Officer and a director of Greyhound Financial Corporation
("GFC"), the principal operating subsidiary of the Corporation, since 1987, and prior
thereto was President of the Equipment Finance Group of Heller Financial, Inc.; also a
director of America West Airlines, Inc. since 1992. Age 57.
James L. Johnson *^ Chairman Emeritus and director of GTE Corporation (a diversified telecommunications company)
since 1993, and prior thereto was its Chairman and Chief Executive Officer since 1988, its
President and Chief Executive Officer-elect since 1987, and its President and Chief
Operating Officer since 1986; also a director of Contel Cellular Inc., British Columbia
Telephone Company, Harte/Hanks Communications Co., Inc., and Valero Energy Corporation and a
trustee of Mutual Life Insurance Company of New York. Age 66.
John W. Teets *^ Chairman, President and Chief Executive Officer and a director of Dial for more than five
years. Also a director of Motor Coach Industries International, Inc. Age 60.
FOR TERMS EXPIRING AT THE 1996 ANNUAL MEETING: (1)
PRINCIPAL OCCUPATION,
NAME OTHER DIRECTORSHIPS AND AGE
G. Robert Durham *^ President and Chief Executive Officer and a director of Walter Industries, Inc. (a
homebuilding and financing, building materials, natural resources and industrial
manufacturing company) since 1991. Prior thereto, for more than five years, Mr. Durham was
Chairman, President and Chief Executive Officer and a director of Phelps Dodge Corporation
(a mining company); also a director of Homestake Mining Company, Atlantic Gulf Communities
Corporation and a trustee of Mutual Life Insurance Company of New York. Age 65.
Kenneth R. Smith x Dean of the Karl Eller Graduate School of Management and the College of Business and Public
Administration for more than five years and Vice Provost since 1992 of the University of
Arizona; also a former director of Southwest Gas Corporation and its subsidiary PriMerit
Bank. Age 52.
- ----------
* Member of Executive Committee
^ Member of Executive Compensation Committee
x Member of Audit Committee
(1) or until their respective successors have been elected and have qualified.
</TABLE>
OWNERSHIP OF THE CORPORATION'S SECURITIES
The following tables set forth certain information as of the Record Date
regarding the beneficial ownership (as that term is interpreted by the
Securities and Exchange Commission ("SEC") of the Corporation's outstanding
Common Stock by (a) present directors and executive officers, individually and
as a group, and (b) the holders of more than five percent of the Corporation's
Shares. Each person, along with his or her spouse, has sole voting and
investment power of such Shares, unless otherwise noted.
<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
<CAPTION>
AMOUNT OF PERCENTAGE
OWNERSHIP OF SHARES
NAME POSITION(S) --------------------- --------------
<S> <C> <C> <C>
G. Robert Durham Director 6,000 (1) *
Samuel L. Eichenfield Chairman, President, 237,139 (2)(3) 1.18%
Chief Executive Officer
and Director
James L. Johnson Director 4,000 (1) *
L. Gene Lemon Director 15,986 (1) *
Kenneth R. Smith Director 5,500 (1) *
Robert P. Straetz Director 5,000 (1) *
Shoshana B. Tancer Director 2,000 (1) *
John W. Teets Director 56,053 (1) *
William J. Hallinan Vice President -- General 47,220 (2)(3) *
Counsel and Secretary
Robert M. Korte Vice President -- Human 25,216 (2)(3) *
and Corporate
Development
Bruno A. Marszowski Vice President -- Controller 22,405 (2)(3) *
Gregory C. Smalis Senior Vice President -- 11,591 (2)(3) *
Portfolio Management -- GFC
Directors and Executive 458,613 (2)(3)(4) 2.28%
Officers, as a Group
- ----------
(1) Includes Shares with respect to which such director has a right to acquire
ownership within 60 days through the exercise of stock options granted
pursuant to the Corporation's 1992 Stock Incentive Plan in the amount of
4,000 shares per nonemployee director, except Mr. Durham (1,000 Shares)
and Ms. Tancer (whose right to exercise such options vests on August 10,
1994).
(2) Including options to purchase Shares which can be exercised within 60
days, pursuant to grants of stock options by the Corporation. All Shares
are held directly by such executive officers and their spouses, except for
Shares held in their accounts in the Corporation's Capital Accumulation
Plan and Employees' Stock Purchase Plan, or in Dial's dividend
reinvestment plan, which are held indirectly on their behalf.
(3) Includes Shares of restricted stock granted in connection with the Spin-
off and performance-based restricted stock granted after the Spin-off to
such persons, for which the persons have voting power but do not yet have
dispositive power, in the amounts of 44,229 Shares for Mr. Eichenfield,
10,316 Shares for Mr. Hallinan, 5,200 Shares for Mr. Korte, 6,503 Shares
for Mr. Marszowski, and 4,680 Shares for Mr. Smalis. The number of Shares
to be awarded under the performance-based restricted stock program may
vary, as discussed in note 4 to the Summary Compensation Table, below. The
reported amounts include all vested awards and target awards for future
vestings. Also includes holdings in the Corporation's Capital Accumulation
(401(k)) and Employee Stock Ownership Plans as of February 28, 1994,
according to reports of the plan administrators.
(4) Includes 243,608 Shares with respect to which all present directors and
executive officers have the right to acquire ownership within 60 calendar
days through the exercise of stock options granted pursuant to the
Corporation's stock option plans.
*The amount of Common Stock beneficially owned by such individual does not
exceed one percent.
</TABLE>
CERTAIN BENEFICIAL OWNERS
NUMBER OF SHARES
AND NATURE PERCENTAGE
OF OWNERSHIP OF SHARES
NAME AND ADDRESS ------------------ -----------
FMR Corp. and Affiliates 3,040,402 (1) 15.14%
82 Devonshire Street
Boston, MA 02109-3614
Loomis, Sayles & Co., Inc. and Affiliates 1,825,400 (2) 9.09%
1 Financial Center
Boston, MA 02111-2660
Harris Associates Limited Partnership 1,783,567 (3) 8.88%
2 North LaSalle Street
Chicago, IL 60602-3790
Heine Securities Corporation 1,688,300 (4) 8.41%
51 John F. Kennedy Parkway
Short Hills, NJ 07078-2708
First Eagle Fund of America, Inc., 1,406,000 (5) 7.00%
First Eagle Fund N.V. and
Arnhold and S. Bleichroeder, Inc.
45 Broadway
New York, NY 10006
- ----------
(1) Pursuant to filings with the SEC, such Shares are held by FMR Corp. or its
affiliates on behalf of themselves and their advisory clients and
investors in various Fidelity funds.
(2) Pursuant to filings with the SEC, such Shares are held by Loomis, Sayles &
Co., Inc. or its affiliates on behalf of themselves and their advisory
clients.
(3) Pursuant to filings with the SEC, such Shares are held by Harris
Associates Limited Partnership or its affiliates on behalf of themselves
and their advisory clients.
(4) Pursuant to filings with the SEC, such Shares are held by Heine Securities
Corporation or its affiliates on behalf of themselves and their advisory
clients, including the Mutual Beacon Fund, Mutual Qualified Fund and the
Mutual Shares Fund and their respective affiliates, among others.
(5) Pursuant to filings with the SEC, such Shares are held by these entities
or their affiliates on behalf of themselves and their advisory clients.
These entities disclaim that they constitute a "group" for purposes of
owning these Shares.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and its subsidiaries during
the last two fiscal years to or on behalf of the Corporation's Chairman,
President and Chief Executive Officer, each of the four other most highly
compensated executive officers of the Corporation as of the end of 1993, and
one former executive officer who would have been in that group had he been
with the Corporation at year end (based on salary and bonus) (collectively,
the "Named Officers"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------------
Other Performance-
Annual Based All Other
Compen- Restricted Options/ Compen-
Name and Salary Bonus sation Stock SARs LTIP sation
Principal Position Year (1) (1)(2) (3) Awards(4)(5) (#) (5) Payouts (6)
- --------------------------- ------- ---------- ---------- --------- -------------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Samuel L. Eichenfield 1993 $408,608 $420,252 $177,010 $305,000 175,000 $657,738 $9,680
Chairman, President and 1992* 305,625 378,586 86,426 358,601 25,000 (7) 6,853
Chief Executive Officer
William J. Hallinan 1993 217,932 163,013 57,798 61,000 22,500 5,973
Vice President -- General 1992* 163,004 151,348 91,841 6,000 5,105
Counsel & Secretary
Robert M. Korte 1993 141,656 104,542 29,215 61,000 22,500 4,333
Vice President -- Human and 1992* 97,527 95,008 91,841 6,000 3,167
Corporate Development
Bruno A. Marszowski 1993 141,656 104,542 36,272 61,000 22,500 122,722 4,257
Vice President -- 1992* 105,952 96,418 91,841 6,000 (7) 3,167
Controller
Gregory C. Smalis 1993 138,584 100,856 40,952 61,000 4,200 257
Sr. Vice President -- (8)
Portfolio Management -- GFC
Philip S. Pelanek 1993 144,331 308,005 235,839 0 22,500 407,660(9) 1,312,614(10)
Former President 1992* 177,923 89,978 43,309 158,531 10,000 177,717(11) 4,842
- ----------
*
Except as otherwise noted, 1992 compensation is reported from March 18,
1992, the date of the Spin-Off, at which time the Corporation became a
publicly-held company. Mr. Hallinan's salary and other annual
compensation is reported from March 1, 1992. For all Named Officers whose
1992 income is reported, bonuses awarded were based on performance for
all of 1992, including portions thereof preceding the Spin-Off. Other
reported 1992 compensation has not been annualized. 1993 reported
compensation is for the full fiscal year.
(1) Amounts shown include cash and non-cash compensation earned and received
by the Named Officers, as well as amounts earned but deferred at the
election of those officers, if any.
(2) The amount of the bonuses is dependent each year on the Corporation's and
Named Officers' respective performance. No bonuses are awarded unless the
Corporation achieves specified levels of performance.
(3) Amounts listed in this column are for personal benefits paid by the
Corporation, including among other items tax gross up payments in 1993 to
each of the Named Officers in the amounts of $155,675 to Mr. Eichenfield,
$47,297 to Mr. Hallinan, $23,490 to Mr. Marszowski, $17,063 to Mr. Korte
and $153,919 to Mr. Pelanek. Messrs. Marszowski and Korte received
financial planning services valued at $11,575 and $11,668, respectively.
Mr. Smalis received foreign cost of living allowance payments of $25,618
in 1993, and was reimbursed $12,672 in 1993 for moving expenses incurred
in his relocation back to the United States. Tax gross up payments in
1992, resulting from conversion of awards granted prior to the Spin-Off,
were $79,212 to Mr. Eichenfield, $17,113 to Mr. Hallinan, $4,052, to Mr.
Marszowski, and $24,897 to Mr. Pelanek. In addition, Mr. Marszowski
received executive medical benefits of $2,424 in 1992.
(4) The number of Shares to be awarded and their vesting are dependent on the
Corporation's stock price and dividend performance during each of the
five years following the grant date, compared to the performance of
either the Standard & Poor's 500 Index (the "S&P 500") or the Standard &
Poor's Financial Index (the "S&P FI"). The value of the performance-based
restricted stock is based on the fair market value of Shares at the grant
date and does not account for any diminution in value due to the
performance requirements or any other restrictions on transfer.
On April 1, 1992, each Named Officer was granted 1000 target Shares of
performance-based restricted stock subject to adjustment of the target
number of Shares as discussed below. Between 100 and 340 of such Shares
will vest and be awarded to those Named Officers each year during the
five years following the grant date, depending on the Corporation's
performance compared to the S&P 500. Thus, those Named Officers can
receive a minimum of 500 Shares and a maximum of 1,700 Shares pursuant to
the April 1, 1992 grant. In April 1993, 140 additional Shares vested for
each Named Officer above the target Shares. The value for those Shares
are included in the table for 1992 grants, based on the same Share price
as the original grants.
The remaining Shares of performance-based restricted stock underlying the
1992 values noted were granted on August 25, 1992. These consist of
15,000 target Shares to Mr. Eichenfield, 3,000 target Shares each to
Messrs. Hallinan, Korte and Marszowski, and 6,000 target Shares to Mr.
Pelanek, subject to adjustment as discussed below. Between 0 and 34% of
such Shares will vest and be awarded each year during the five years
following the grant date, based on the Corporation's stock price and
dividend performance compared to the lesser of the S&P 500 or the S&P FI.
Thus, the Named Officers can receive between 0 Shares and a maximum of
25,500 Shares for Mr. Eichenfield, 5,100 Shares each for Messrs.
Hallinan, Korte and Marszowski, and 10,200 Shares for Mr. Pelanek.
Failure to achieve the required stock performance level results in loss
of that year's respective grant. In December 1993, additional Shares
vested for each Named Officer above the target Shares for that year, in
the amount of 2,100 Shares for Mr. Eichenfield, 420 Shares for Messrs.
Hallinan, Korte and Marszowski, and 840 Shares for Mr. Pelanek. The value
for those Shares are included in the table for 1992 grants, based on the
same Share price as the original grants.
The 1993 performance-based restricted stock was granted in August of that
year under the same terms as the August 1992 grant noted above. Mr.
Eichenfield received 10,000 target Shares and Messrs. Hallinan, Korte,
Marszowski and Smalis each received 2,000 target Shares. The Named
Officers can receive between 0 Shares and 17,000 Shares for Mr.
Eichenfield and 3,400 Shares for Messrs Hallinan, Korte, Marszowski and
Smalis. None of such Shares will vest until January 1995.
Mr. Pelanek's Shares (or the cash equivalent) will vest as noted above
for vestings scheduled through March 18, 1995. Vestings thereafter will
depend on the final sales price of the Verex transaction pursuant to his
severance agreement, discussed below.
The Executive Compensation Committee has retained discretion to amend the
terms of the performance-based restricted stock grants to conform to
changes in the tax laws or otherwise. The Named Officers may vote such
Shares and dividends are paid thereon prior to the satisfaction of the
vesting contingency.
(5) In 1992, the Named Officers each were awarded substitute grants of
restricted stock and stock options from the Corporation in conjunction
with the Spin-Off. Such grants were equivalent to restricted stock or
options granted by Dial to the respective Named Officer prior to the
Spin-Off. Those grants are not included in the table as they related to
compensation paid prior to the Spin-Off. Those restricted stock awards
aggregated 32,858 Shares for Mr. Eichenfield, 7,675 Shares for Mr.
Hallinan, 1,907 Shares for Mr. Marszowski, and 13,956 Shares for Mr.
Pelanek. The aggregate number of restricted Shares held by each Named
Officer and their value based on the Share price at the 1993 year end
were 44,229 Shares for Mr. Eichenfield ($1,277,112); 10,316 Shares for
Mr. Hallinan ($297,875); 5,200 Shares for Mr. Korte ($150,150); 6,503
Shares for Mr. Marszowski ($182,774); and 12,530 Shares for Mr. Pelanek
($361,804). The number of options granted before the Spin-Off to each
Named Officer were options for 113,429 Shares to Mr. Eichenfield, 24,164
Shares to Mr. Hallinan, 11,343 Shares to Mr. Korte, 6,352 Shares to Mr.
Marszowski and 53,993 Shares to Mr. Pelanek.
(6) Amounts listed in this column are for payments made by the Corporation on
behalf of the Named Officers to the Corporation's Capital Accumulation
(401(k)) Plan, unless otherwise noted.
(7) In 1992, the Named Officer received a pro rata payout of certain
incentive compensation arrangements in effect prior to the Spin-Off,
after which the plan was amended and the Named Officer became entitled to
participate in the Corporation's special performance share incentive plan
for 1992-93. The pre-Spin-Off related payments are not included in the
table. Those payouts were $436,300 to Mr. Eichenfield and $102,800 to Mr.
Marszowski.
(8) Mr. Smalis was not an executive officer prior to 1993.
(9) Upon the sale of Verex, the Named Officer became entitled to pro rata
payment of compensation due him in the Performance Share Incentive Plans
("PSIPs"), as provided in his employment and severance agreements. The
payments, which generally would have been paid over a period of three
years, were paid in a lump sum, discounted to reflect present value.
(10) Of this amount, $4,203 was for company contributions to the Capital
Accumulation Plan. The remaining amounts were severance compensation paid
pursuant to the Named Officer's employment, severance, and key employee
retention agreements. While his employment contract entitled him to
compensation through March, 1995, the Named Officer agreed to receive
substantial porions of the compensation due him under those agreements in
a lump sum, discounted to reflect present value. Some additional
severance compensation is due him after fiscal year end, in an amount
dependent on the final sales price of Verex, which will be determined by
a post-closing audit.
(11) Upon the Spin-Off, the Named Officer received a payout of certain key
executive retention arrangements in effect with respect to Verex prior to
the Spin-Off, after which the plan was amended and the Named Officer
became entitled to participate in the amended plan. The pre-Spin-Off
related payment in 1992 is not included in the table. That payout to Mr.
Pelanek was in the amount of $621,000.
</TABLE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the grant of stock
options and tandem limited stock appreciation rights ("SARs") to the Named
Officers other than Mr. Smalis in February 1993, pursuant to the Corporation's
1992 Stock Incentive Plan. Those grants were intended to serve in lieu of
future grants to such officers through 1997 for Mr. Eichenfield and 1995 for
such other Named Officers. Mr. Smalis received a grant in August 1993. The
amounts shown for each of the Named Officers as potential realizable values
are based on arbitrarily assumed annualized rates of Share price appreciation,
since the option grant dates, of five and ten percent over the full ten year
term of the options, without regard to dividends paid on the Shares. Such
appreciation would result in Share prices to the Named Officers other than Mr.
Smalis of $42.76 and $68.09, respectively. For Mr. Smalis' grant, such
appreciation would result in Share prices of $49.68 and $79.11, respectively.
The amounts shown as potential realizable value for all stockholders
represents the corresponding increases in the market value of the 20,087,135
outstanding Shares held by all stockholders (other than the Corporation) as of
the Record Date. Appreciation at five and ten percent per year would increase
the market value of all Shares by approximately $332 million and $840 million,
respectively, for the February 1993 grant and $385 million and $976 million,
respectively, for the August 1993 grant.
These potential realizable values are based solely on arbitrarily assumed
rates of appreciation required by applicable SEC regulations. In assessing
these values, please note that the ultimate value will depend on actual future
Share values -- and those values will depend on market conditions and the
efforts of the Named Officers and others to foster the future success of the
Corporation, to the benefit of all stockholders. There can be no assurance
that potential realizable values reflected in this table will be achieved.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF SHARE
PRICE APPRECIATION FOR OPTION
NUMBER OF PERCENT OF TERM
SECURITIES TOTAL --------------------------------
UNDERLYING OPTION/SARS IF STOCK AT IF STOCK AT
OPTIONS/SARS GRANTED TO EXERCISE OR $42.76 $68.09
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION --------------- ---------------
NAME (#) (1)(2) FISCAL YEAR ($/SHARE) (2) DATE 5% 10%
- -------------------------- ---------------- ---------------- ----------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
ALL STOCKHOLDERS' -- -- -- -- $331,638,590 $840,445,720
SHARE APPRECIATION
Mr. Eichenfield 35,000 7.80% 26.25 2/24/03 577,850 1,464,400
35,000 7.80% 29.25 2/24/03 472,850 1,359,400
35,000 7.80% 32.90 2/24/03 345,100 1,231,650
35,000 7.80% 37.00 2/24/03 201,600 1,068,150
35,000 7.80% 41.65 2/24/03 38,850 925,400
Messrs. Hallinan, Korte 7,500 1.67% 26.25 2/24/03 123,825 313,800
and Marszowski, each 7,500 1.67% 29.25 2/24/03 101,325 291,300
7,500 1.67% 32.90 2/24/03 73,950 263,925
IF STOCK AT IF STOCK AT
$49.68 $79.11
--------------- ---------------
5% 10%
--------------- ---------------
ALL STOCKHOLDERS' -- -- -- -- $385,271,240 $976,435,630
SHARE APPRECIATION
Mr. Smalis 4,200 .094% 30.50 8/10/03 80,556 204,162
- ----------
(1) Options granted to Named Officers other than Mr. Smalis in 1993 are
exercisable starting 12 months from the grant date, with 20% of the
options covered thereby becoming exercisable on each successive
anniversary date with full vesting on the fifth anniversary date. Mr.
Smalis' options vest 34% after 1 year and 33% each year thereafter, with
full vesting on the third anniversary date. All options were granted for a
period of ten years, subject to earlier termination upon events related to
termination of employment, a change in control, death or disability. No
SARs were granted in connection with these options, except all options
have limited SARs that are exercisable within 60 days following a change
in control, as defined in the 1992 Stock Incentive Plan, subject to
earlier expiration upon certain events related to termination, death or
disability. The limited SARs entitle the Named Officer to elect whether to
purchase the Shares or to instead receive the difference between the
market value on the date of exercise and the exercise price. In the
aggregate, the Named Officer can exercise options or the SARs equal to the
number of options granted.
(2) A portion of the options to the Named Officers other than Mr. Smalis are
incentive stock options. The remainder are non-qualified options. The
exercise price and tax withholding obligations, if any, related to
exercise may be paid by delivery of already owned Shares or by offset of
the underlying Shares.
</TABLE>
1993 OPTION AND SAR EXERCISES AND HOLDINGS
The following table shows stock option exercises, if any, by Named Officer
during 1993, including the aggregate value of gains realized on the date of
exercise. Value realized upon exercise is the difference between the market
value on the exercise date and the exercise price of the option or SAR. The
table also lists the number of Shares covered by both exercisable and non-
exercisable stock options and SARs as of December 31, 1993. The table includes
the values for "in-the-money" options, which represents the positive spread
between the exercise price of such options and the year-end price of the
Shares. These values, unlike those set forth under the "value realized upon
exercise" column, have not been, and may never be, realized. Those options
might never be exercised, and the value, if any, will depend on the market
value of Shares on the exercise date.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised Unexercised
Options/SARs at In-the-Money
Shares Value Fiscal Year-End Options/SARs at
Acquired on Realized (#) Fiscal Year-End
Exercise Upon ---------------------------------- ---------------------------------
(#) Exercise Exercisable Unexercisable Exercisable Unexercisable
Name --------------- ------------ --------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Eichenfield 4,892 $ 55,598 121,929 191,500 $1,540,595 $253,000
Mr. Hallinan 1,000 15,237 25,204 26,460 324,982 58,658
Mr. Korte 300 4,046 13,083 26,460 179,502 58,658
Mr. Marszowski 0 0 8,392 26,460 111,322 58,658
Mr. Smalis 0 0 5,330 8,160 67,208 37,620
Mr. Pelanek 26,395 312,002 30,998 29,100 467,424 83,738
</TABLE>
LONG TERM INCENTIVE COMPENSATION
The Corporation adopted a performance share incentive plan ("PSIP") that
is designed to compensate participants if the Corporation achieves designated
performance goals over a sustained period and to encourage the participants'
continued efforts on the Corporation's behalf. The PSIP evaluates achievement
by measurements determined by the Board, currently consisting of increases in
net income and improvement in earnings per share, both from continuing
operations. Achievement is measured based on three year averages of the
performance targets. Because payouts are tied, in part, to Share price, the
PSIP motivates executives to help achieve Share price increases.
LONG-TERM INCENTIVE PLANS -- AWARDS
IN LAST FISCAL YEAR
PERFORMANCE ESTIMATED FUTURE AWARDS
NUMBER OF PERIOD UNTIL -----------------------------
UNITS MATURATION OR THRESHOLD TARGET MAXIMUM
NAME (1)(2) PAYOUT (#) (#) (#)
- ------------------ ----------- -------------- ---------- ------- --------
Mr. Eichenfield 9,952 1995 0 10,110 20,220
Mr. Hallinan 3,539 1995 0 3,600 7,200
Mr. Korte 1,725 1995 0 1,725 3,450
Mr. Marszowski 1,725 1995 0 1,725 3,450
- ----------
(1) Recipients may receive between 0 and 200% of the target awards if
performance is equal to or above a minimum or equal to or below a maximum
of the targets (generally, 95% and 110%, respectively). Intermediate
performance will be interpolated. The target number of Shares awarded is
based on the average Share price for December 1993 ($28.76/Share). The
award, if any, will be paid as the cash equivalent of the average of the
high and low Share prices for each day during the last month of the
performance period, multiplied by the number of share units awarded.
(2) The Board or its committee administering the PSIPs has discretion to
adjust the target and maximum awards based on performance factors and
circumstances selected by the Board or committee from time to time. The
adjusted targets can be made higher or lower within the following
approximate ranges for each Named Officer: Mr. Eichenfield 8%, Mr.
Hallinan 13%, and Messrs. Korte and Marszowski 17%. Because such
adjustments are within the Board's or committee's discretion, the figures
in the table do not include any such adjustment.
RETIREMENT PLANS
The following table shows the estimated annual retirement benefit payable
to participating employees, including the Named Officers, assuming retirement
at age 65, for the average annual earnings and years of service
classifications indicated, pursuant to the Corporation's retirement plans,
which cover officers and other salaried employees on a non-contributory basis.
The retirement plans include the Corporation's Retirement Income Plan and
Supplemental Executive Retirement Plan.
PENSION PLAN TABLE
Estimated Annual Retirement Benefits
for Years of Service
(2)(3)(4)(5)(6)
Average Annual --------------------------------------------------
Compensation(1) 15 20 25 30(7)
- ----------------------- ----------- ----------- ----------- -----------
125,000 30,990 41,320 51,650 61,980
150,000 37,550 50,070 62,590 75,100
175,000 44,110 58,820 73,520 88,230
200,000 50,680 67,570 84,460 101,350
225,000 57,240 76,320 95,400 114,480
250,000 63,800 85,070 106,340 127,600
300,000 76,930 102,570 128,210 153,850
400,000 103,180 137,570 171,960 206,350
500,000 129,430 172,570 215,710 258,850
600,000 155,680 207,570 259,460 311,350
700,000 181,930 242,570 303,210 363,850
800,000 208,180 277,570 346,960 416,350
900,000 234,430 312,570 390,710 468,850
1,000,000 260,680 347,570 434,460 521,350
- ----------
(1) Average annual compensation is the annual average of the employee's salary
and bonus during the 60 months preceding retirement (salary only preceding
1989 for the Corporation and GFC and December 31, 1991 for Verex). Salary
and bonus in 1992 for the Named Officers is listed under the columns
bearing those headings in the Summary Compensation Table. For each of the
Named Officers the current average compensation covered by the plan is at
least 10% less than the aggregate salary and bonus set forth in the
Summary Compensation Table. Current average annual compensation is
$670,573 for Mr. Eichenfield, $288,478 for Mr. Hallinan, $168,649 for Mr.
Korte, $185,013 for Mr. Marszowski, $166,526 for Mr. Smalis and $254,366
for Mr. Pelanek.
(2) The number of credited years of service for Messrs. Eichenfield, Hallinan,
Korte, Marszowski, Smalis, and Pelanek are 14, 21, 10, 26, 16, and 9,
respectively. To permit Mr. Eichenfield to retire at age 65 with the
maximum years of service, while helping to accomplish the Corporation's
objective to discourage his early retirement, Mr. Eichenfield was
credited, upon execution of his employment agreement in 1992, discussed
more fully below, with an additional five years of service for pension
benefit calculations. In addition, he is credited for two years of service
for each subsequent year of service he provides. There shall be no
actuarial reduction in retirement benefits for his early retirement after
age 60.
(3) To assure no loss in retirement benefits caused by his resignation from
Dial to assume his position with the Corporation, Mr. Hallinan will
receive retirement benefits and health insurance equal to what his
retirement benefits would have been had he remained with Dial, if he is
terminated (constructively or actually) other than for cause (as defined
in the agreement) prior to March 1, 1998. Such benefits shall be reduced
by any benefits to which he is entitled pursuant to the Dial or the
Corporation's Retirement Income plans.
(4) Certain provisions of the Supplemental Executive Retirement Plan become
effective if there is a change in control of the Corporation.
(5) Benefits are computed on a single-life annuity basis. Benefits reflected
in the above table are computed pursuant to the plan formula currently in
effect. Such benefits reflect a reduction to recognize some of the Social
Security benefits to be received by the employee. The Retirement Income
Plan also provides for the payment of benefits to an employee's surviving
spouse. The amounts set forth are before any adjustment for joint and
survivorship provisions, which would reduce the amounts shown in the
table. Pension benefits vest after five years of service while covered by
the Corporation's Retirement Income Plan. The Retirement Income Plan is
noncontributory and provides for reduced early retirement benefits, except
as provided in note (2) above. Prior plan formulas provided for different
benefits. Employees accruing benefits pursuant to the prior or the prior
and current formulas would receive benefits different from those listed in
the table above.
(6) The Internal Revenue Code of 1986, as amended (the "Code") and the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")
limit the annual benefits which may be paid from a tax-qualified
retirement plan. As permitted by the Code and ERISA, the Corporation has
supplemental plans which authorize the payment out of general funds of the
Corporation of any benefits calculated under provisions of the applicable
retirement plan which may be above the limits permitted under the Code and
ERISA for those officers entitled to participate in the supplemental
plans. Excess benefits to be paid to Mr. Eichenfield are to be held in a
Rabbi trust.
(7) The Corporation's Retirement Income Plan limits the years of service
credited for purposes of calculating benefits to a maximum of 30 years.
EMPLOYMENT AGREEMENTS
Three of the Named Officers, Messrs. Eichenfield, Pelanek and Hallinan,
are or were parties to written employment agreements with the Corporation. In
addition, the Corporation has an Executive Severance Plan, and Verex had a Key
Employee Long-Term Incentive Compensation Plan.
MESSRS. EICHENFIELD AND PELANEK
Mr. Eichenfield has been engaged as the Chairman, President and Chief
Executive Officer of the Corporation and as the Chairman, President and Chief
Executive Officer of GFC. Mr. Pelanek was until the sale of Verex engaged as
the President of the Corporation and as the Chairman, President and Chief
Executive Officer of Verex. Both are or were engaged to serve for a three year
term and thereafter from year to year, unless earlier terminated pursuant to
their respective agreements. Each can or could be terminated for cause (as
defined in their agreements) at any time. Also pursuant to the terms of their
respective agreements, each serves or served as a member of the Board, subject
to reelection by the stockholders upon expiration of their respective terms.
Mr. Eichenfield's base compensation currently is $423,324, subject to
adjustment by the Board or Executive Compensation Committee. Mr. Pelanek's
final base salary was $240,750.
Both executives are or were entitled to participate in the Corporation's
incentive, retirement and health and welfare programs, and other fringe
benefits in accordance with Corporation policy, provided that the programs and
benefits awarded them are not less favorable than those in existence upon the
date of each respective agreement. Many of those benefits are described or
noted in the tables above.
If Mr. Eichenfield is terminated (actually or constructively) in violation
of his agreement, he would be entitled to receive bonus, stock option, and
performance-related payments at least equal to the highest of such awards
during the three years preceding such termination. All stock option vestings
and pension plan accruals shall continue during such three year period. Mr.
Pelanek was entitled to the same rights pursuant to his employment agreement.
MR. HALLINAN
Mr. Hallinan has been engaged as Vice President -- General Counsel and
Secretary of the Corporation. His employment is subject to termination at any
time, but if terminated other than for cause (as defined in the agreement), he
is entitled to retirement and insurance benefits, as noted in part in the
Pension Plan Table above. In addition, his awards of stock, options or similar
awards shall vest and be paid to him should he be terminated other than for
cause prior to March 1, 1998. His base annual salary currently is $225,780
plus his participation in the Corporation's incentive, retirement and health
and welfare programs and other fringe benefits in accordance with Corporation
policy, provided that the programs and benefits awarded him are not less
favorable than those in existence upon the date of the agreement. Many of
those benefits are described or noted in the tables above.
EXECUTIVE SEVERANCE PLAN
Messrs. Eichenfield and Hallinan participate and Mr. Pelanek participated
in the Corporation's Executive Severance Plan. That plan entitles participants
to immediate vesting and exercisability of restricted stock, performance-based
restricted stock, options, and performance based compensation if the
Corporation incurs a change in control. The plan also provides for a lump sum
payment of three times the officer's highest salary, bonus and PSIP payments
if the officer is discharged without cause or if specified events occur, or
two times such salary, bonus and PSIP payments if the employee voluntarily
leaves during a specified period following a change in control. The plans
provide a tax gross up feature, to cover the taxes the officer must pay on
payments made pursuant to the plan. Benefits paid are reduced by other
severance benefits paid by the Corporation. The officer is also to be credited
with years of service equal to the greater of the number needed to assure
vesting under the retirement plans or the number of year's salary paid under
the severance plan. Messrs. Marszowski, Korte and Smalis also participate in
the executive severance plan with the same terms as described above, except
that they shall be paid only a lump sum of two times their highest annual
salary, bonus and PSIP payments.
Mr. Hallinan is also entitled to severance benefits if Mr. Eichenfield
ceases to be the Chairman and Chief Executive Officer of the Corporation and,
as a result, Mr. Hallinan is terminated (constructively or actually) from his
current duties. In that event, he is entitled to receive a lump sum of three
times the sum of his highest annual salary, plus the largest aggregate annual
incentive payments, plus pension and other benefits which he has received
during that period.
VEREX KEY EMPLOYEE LONG-TERM INCENTIVE COMPENSATION PLAN
Because Verex operated as a discontinued operation from 1988 until it was
sold in July 1993, Dial caused Verex to implement a Key Executive Long-Term
Incentive Compensation Plan to encourage key executives of Verex to remain
with that company during its run-off phase. Upon the Spin-Off, the
participants in that plan received a partial distribution from that plan.
Verex thereupon amended that plan to account for those partial distributions.
Pursuant to the amended plan, Mr. Pelanek was entitled to receive one-fourth
of a fund, consisting of a portion of the net increase as of December 31, 1997
in stockholder's equity (as defined) of Verex and its other insurance
affiliates. The fund equaled 5% of an increase in net stockholder's equity
between $250 million and $300 million, plus 7.5% of the increase over $300
million up to $350 million, and 10% of the increase over $350 million, during
the period from January 1, 1988 to December 31, 1997. Those entitlements were
reduced by the awards received upon the Spin-Off. If Verex was sold prior to
December 31, 1997, as occurred, an alternate fund was to be calculated based
on the sales price, as adjusted, and the value of dividends and similar
distributions paid between January 1, 1988 and the date of sale. The alternate
fund was 2% of that resulting total (up to a specified yearly base amount
ranging between $315 million and $575 million), plus 10% of any excess over
that base amount, less payments made upon the Spin-Off. In no event, however,
was the alternate fund to be less than 8% of the amount of the fund, assuming
the sales price, as adjusted, was treated as a distribution and such fund was
increased at an annual rate of 10%, compounded.
SEVERANCE AGREEMENT WITH MR. PELANEK
As noted above, upon the sale of Verex, Mr. Pelanek became entitled to
certain severance benefits pursuant to his Employment Agreement and the Verex
Key Employee Long-Term Incentive Compensation Plan. Prior to that sale,
however, the Corporation entered into a severance agreement with Mr. Pelanek
substantially in accordance with those other agreements but which also
provided additional incentives to encourage him to assist with the sale of
Verex on terms favorable to the Corporation. The agreement provides for
additional vesting of certain restricted stock and options which would have
otherwise expired, if the sales price of Verex exceeds specified thresholds.
Whether those thresholds are met will be determined once the final sales price
of Verex is determined following a post-closing audit. In connection with the
sale of Verex, Mr. Pelanek received a lump-sum payment of substantial portions
of the compensation due him in present and future years under his severance
agreements, discounted to reflect present value.
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous or future filings under the Securities Act of 1933, as
amended, or the Exchange Act, as amended, that might incorporate filings,
including this Proxy Statement, in whole or in part, the following report and
the Performance Graph shall not be incorporated by reference into any such
filings.
EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Executive Compensation Committee (the "Compensation Committee"),
comprised entirely of independent directors, exercises all of the powers of
the Board in the authorization and approval of the compensation of executive
officers of the Corporation and its subsidiaries, including awards to those
officers under various incentive plans. In connection with those duties, the
Compensation Committee administers and approves awards under the Corporation's
1992 Stock Incentive Plan. The Compensation Committee makes every effort to
assure that the compensation program is consistent with the Corporation's
values and furthers its business strategy.
OVERALL OBJECTIVES
Specifically, the Compensation Committee has developed an executive
compensation program to meet the following objectives:
* Rewards performance that adds stockholder value.
* Attracts and retains key employees with competitive compensation
opportunities.
* Emphasizes "pay for performance" by placing a substantial portion of
compensation at risk.
* Builds and encourages ownership of Corporation stock by key executives.
* Balances short-term and long-term strategic goals.
* Addresses the concerns of stockholders, employees, the financial
community and the general public.
The following discussion describes how the various components of the
Corporation's executive compensation program meet these objectives.
BASE SALARY
The Compensation Committee reviews executive officers' salaries each year.
Salary increases depend upon several factors, including individual
performance, the Corporation's financial performance and competitive salary
levels. In early and mid-1993, an independent consultant prepared competitive
studies of the Corporation's executive compensation program, comparing the
Corporation to 16 and 18 similar financial services companies, respectively.
Approximately two-thirds of those companies are included in the Standard &
Poor's Financial Index. The Corporation uses that index in some of its
compensation plans to measure its results, such as in its performance criteria
for its performance-based restricted stock awards. Because the Compensation
Committee believes the selected comparators more closely reflect the
Corporation's competitors for executive talent than do those companies
appearing in the broader index, it uses the smaller group in evaluating
compensation levels.
In August of 1993, the Compensation Committee adjusted the base salary
levels for the Corporation's executive officers to approximately the 50th to
60th percentiles of the comparator group for most executive officers, after
adjusting for size differences among the companies. Annual salary adjustments
were based on performance ratings of the executive officers, and were set at
the target level of salary increase for all employees called for by the
Corporation's policies.
ANNUAL INCENTIVES
The Corporation's cash bonus plan, the Management Incentive Plan ("MIP"),
rewards key employees for meeting annual goals. The Compensation Committee
carefully reviews and approves performance targets under the plan to make sure
they are both challenging and consistent with stockholder-value improvement.
For the Corporation, these targets currently relate to net income from
continuing operations available for common and preferred stock dividends
(30%), earnings per share from continuing operations (60%) and total
stockholder return (10%). These goals were the revised criteria set by the
Compensation Committee after the sale of Verex. The original goals set for
1993 included income anticipated from that subsidiary's performance. Once
Verex was sold, which was a strategic objective of the Corporation, the
Compensation Committee deemed it appropriate to reformulate performance goals
to reflect the remaining activities of the Corporation. The Compensation
Committee determines final awards after receiving recommendations from the
Chief Executive Officer. In 1993, the Corporation's performance exceeded the
revised maximum performance goals established.
For executive officers whose MIP awards are based in whole or in part on
the performance of Greyhound Financial Corporation ("GFC"), GFC's 1993 targets
related to after tax net income from continuing operations available for
common and preferred stock dividends (40%), return on equity (30%), the level
of non-earnings assets (10%), ending funds employed (5%), new business volume
(5%) and total shareholder performance (10%). GFC's performance exceeded all
but one factor's maximum award level, and for that one factor it did not meet
the target performance level. A reduced payment was made for that portion of
the MIP award.
LONG-TERM INCENTIVES
The Corporation provides long-term incentives using stock options,
performance-based restricted stock, and cash compensation awarded pursuant to
performance share incentive plans ("PSIPs"). Through these vehicles, the
Company has maximum flexibility for both focusing top management on specific
long-term goals and building executive stock ownership.
Stock options give executives an opportunity to buy an equity interest in
the Corporation. Moreover, because the options' value depends directly on the
appreciation of the Shares' value, the executives and stockholders benefit
similarly from any appreciation and their interests are aligned. The
Compensation Committee has the authority to grant options to key executives
and makes every effort to balance the dilution and motivation effects. All
options have been issued at the fair market value of the Corporation's stock
on the date of grant or for a higher exercise price, as discussed more fully
below.
The Compensation Committee may also grant restricted shares to key
executives and chose to grant only performance-based restricted shares in
1993. Like stock option grants, these grants build management ownership and
align the interests of executives with those of stockholders. In addition,
performance-based restricted shares serve as a retention device, since the
shares do not completely vest until after five years. Furthermore, annual
vesting has been directly linked to the Corporation's stock performance as
compared to market performance; e.g., if the stock underperforms the market,
no vesting occurs for that year's portion of all such grants made since August
25, 1992.
Finally, PSIPs focus management on other important long-term goals in
addition to share-price appreciation. For the 1993-1995 plan, these goals
related to earnings per share (50%) and net income (50%), both from continuing
operations. The usual performance period for PSIPs is three years. Final award
sizes, the form of payment and eligibility are reviewed by the Compensation
Committee, which has discretion to adjust the awards if circumstances so
warrant. The PSIP goals for prior PSIP plans (but not the 1993-95 plan) were
revised during the year to reflect the sale of Verex. Like the MIP plan, those
PSIPs had performance goals based on continuing income from that subsidiary.
Option, performance-based restricted stock, and PSIP grants in 1993 were
made after reviewing competitive data prepared by an outside consultant, past
practice with respect to the levels of compensation for those executives both
before and after the Spin-Off, and recommendations of senior management. In
February, 1993, the Compensation Committee awarded multi-year stock option
grants to key executive officers in an effort to align executives' interests
with those of the Stockholders for a long-term increase in Share price and to
assist the Corporation in avoiding potential book expenses resulting from
changes in accounting rules under consideration by the Financial Accounting
Standards Board. The multi-year awards were intended to be in lieu of future
option awards anticipated for those officers during those years. The exercise
price was at the fair market value of the stock at the grant date for the
first year's grant (1993), with a premium of 12.5% share price increase each
year thereafter. The premium requires that management create increasing value
for all shareholders for the options to have value.
In August 1993, the Compensation Committee set targeted total compensation
levels for the executive officers at approximately the 50th to 75th
percentiles of the compensation of the comparator corporations, adjusted for
size, in light of the Corporation's and executives' respective performance.
The Corporation's executive officers generally receive a larger percentage of
their compensation "at risk" and in the form of long-term compensation than
their counterparts at the comparator companies. This helps reward performance
that adds stockholder value.
In April 1993, the Compensation Committee approved certain severance
agreements with executives of Verex, including Mr. Pelanek, prior to receipt
of purchase offers from prospective buyers. The severance agreements were
designed to encourage those executives to assist in the sale by giving them
incentive compensation tied to the sales price of Verex. The severance
agreements also confirmed severance compensation to which those executives
were entitled pursuant to severance plans adopted before and at the time of
the Spin-Off. In addition, Mr. Pelanek was entitled to compensation pursuant
to his employment agreement, a substantial portion of which was paid in a lump
sum upon the sale, discounted to reflect present value.
In response to the new disallowance of tax deductions on executive
compensation in excess of $1 million per year, the Compensation Committee
intends to formulate an appropriate policy in 1994 regarding deductibility of
any such compensation. The Compensation Committee believes that under the
transition regulations proposed by the Internal Revenue Service, no
compensation will be paid in 1994 which would be non-deductible as a result of
those changes in the federal income tax laws.
To help address the first four overall objectives noted above, the
Compensation Committee recommended to the Board, which subsequently approved,
stock ownership guidelines for senior management and directors of the
Corporation. Persons subject to the guidelines are encouraged to assure that
during the next four years and thereafter their ownership of the Corporation's
stock and options reaches targeted levels based on the person's level of
responsibilities and compensation. The failure to achieve such ownership
levels could preclude the executive from receipt of future awards under the
1992 Stock Incentive Plan, in the Board's discretion.
CEO COMPENSATION
The Compensation Committee determines Mr. Eichenfield's total compensation
as noted above, based on the Corporation's performance, his individual
performance, competitive compensation levels, the desire to retain him, and
the terms of his employment agreement. Mr. Eichenfield's salary and the short-
term and long-term incentives granted to him reflect the leadership he has
provided before and after the Corporation's Spin-Off. The Corporation reported
record earnings in both 1992 and again in 1993, including a 21% and 16%
(before a tax adjustment) increase in income from continuing operations,
respectively. Shareholder return outpaced both the Standard & Poor's 500 Index
and the S&P Financial Index in 1993. The Corporation achieved a 24% return,
while the two indices increased only 10% and 11%, respectively.
At the same time, Mr. Eichenfield has positioned the Corporation for
continued success. The core finance portfolio increased 14% in 1992 and 15% in
1993. Non-accruing assets declined as a percentage of funds employed in each
year. With the acquisition of the asset-based finance group, the sale of
Verex, the creation of the consumer rediscount finance group, the continued
winding down of our European operations, the acquisition of Fleet Factors
Corp., and the pending acquisition of TriCon Capital Corporation, the
Corporation is poised to more effectively deploy its funds in the long-term
interests of the Corporation and its stockholders. Those factors known in
August 1993 were subjectively evaluated in determining to target Mr.
Eichenfield's total compensation between the 50th and 75th percentiles of
total compensation paid to chief executives of the comparator companies,
adjusted for size. Approximately two-thirds of Mr. Eichenfield's targeted
total compensation is "at risk," by tying it to performance goals or the
Corporation's Share price. In contrast, the comparator companies' chief
executives had on average less than half of their compensation at risk.
The Compensation Committee believes Mr. Eichenfield will continue
providing outstanding leadership to the Corporation. It will work with him to
assure that the executive compensation program meets the strategic goals of
the Corporation as well as the overall objectives discussed above.
James L. Johnson, Chairman
G. Robert Durham
Robert P. Straetz
John W. Teets
Members, Executive
Compensation Committee
<TABLE>
PERFORMANCE GRAPH
-----------------
Comparison of Cumulative Total
Return Among the Corporation, Standard & Poor's ("S&P")
500 Index and S&P Financial Index(1)(2)(3)
<CAPTION>
3/19/92 3/31/92 6/30/92 9/30/92 12/31/92 1/31/93 3/31/93 6/30/93 9/30/93 1/31/94 12/31/93
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Corporation $100 $99.44 $ 93.89 $ 96.22 $109.38 $120.26 $129.58 $139.54 $137.48 $135.98 $145.36
S&P 500 $100 $98.51 $100.38 $103.55 $108.73 $109.49 $113.47 $114.01 $116.95 $119.65 $123.54
S&P Financial $100 $98.47 $103.93 $105.59 $120.63 $124.65 $132.73 $134.87 $144.13 $133.94 $140.87
(1) The stock price and index performances shown in the above graph are not necessarily indicative of future results.
(2) As often occurs with newly issued securities, the initial market prices of the Shares in the days following the Spin-Off
were higher than the prices at which the Shares traded in subsequent months.
(3) Assumes $100 invested on March 19, 1992.
</TABLE>
CERTAIN TRANSACTIONS
In conjunction with the Spin-Off, certain contractual arrangements were
created between Dial and the Corporation and its subsidiaries. Those
arrangements, most of which are for a limited duration, provide for (i) the
orderly separation of the Corporation from Dial; (ii) the provision by Dial of
certain interim services, including tax services, to the Corporation (at an
approximate annual cost of $148,500 in 1993); (iii) the assignment of the
"Greyhound" and "Image of the Running Dog" trademarks for use in all of the
Corporation's business activities; (iv) a sublease of the space currently used
by the Corporation as its principal executive office (at an approximate annual
rent of $1,616,000 until 1996 and $1,806,000 for five years thereafter); and
(v) the allocation of certain tax liabilities and benefits. In addition, a
subsidiary of Dial purchased $25,000,000 principal amount of preferred stock
of GFC, which was sold to the Corporation in 1993. The preferred stock
provides for mandatory redemption after five years. Two of the Corporation's
directors, Messrs. Teets and Lemon, are executive officers of Dial and Mr.
Teets is also a director of that company.
Mr. Straetz serves as a director of Fleet Mortgage Corporation, which was
a significant customer of Verex, having purchased from Verex approximately $48
million of insurance on about 800 loans until Verex was sold. Fleet Mortgage
paid Verex approximately $150,000 in insurance premiums in 1993 until that
time. In 1994, the Corporation acquired Fleet Factors Corp. from an affiliate
of Fleet Mortgage Corp.
Messrs. Eichenfield and Smith serve as directors of Ventana Corporation
("Ventana"), which markets interactive computer systems software and services.
Prior to the Spin-Off, GFC purchased 100,000 shares of Ventana's preferred
stock for $1,000,000, which constitutes all of the outstanding preferred stock
of Ventana. Such shares are convertible into common stock of Ventana, and
would constitute 14.5% of the outstanding common shares. In addition, GFC has
granted Ventana a $1,000,000 principal amount line of credit, none of which
was outstanding on the Record Date. The line of credit to Ventana was granted
prior to the Spin-Off. It was made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons.
The line of credit does not appear to involve more than the normal risk of
collectibility or present other unfavorable features.
The law firm of O'Connor, Cavanagh, Anderson, Westover, Killingsworth &
Beshears has provided certain legal services to GFC on a continuing basis. Ms.
Tancer is Of-Counsel to that firm, but is not an equity-owner thereof. The
arrangements with that firm are believed to be competitive with the terms
charged by other law firms providing services to the Corporation and its
subsidiaries.
SELECTION OF INDEPENDENT AUDITORS
The following resolution concerning the appointment of independent
auditors is expected to be offered at the meeting:
RESOLVED, that the appointment of Deloitte & Touche to audit the accounts
of the Corporation and its subsidiaries for the fiscal year 1994 is hereby
ratified.
Deloitte & Touche has audited the accounts of the Corporation since its
organization and of its subsidiaries for many years. That firm has been
appointed by the Board, upon recommendation of the Corporation's Audit
Committee, as the Corporation's independent auditors for 1994. It is expected
that a representative of Deloitte & Touche will attend the meeting, respond to
appropriate questions and be afforded the opportunity to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE AS THE CORPORATION'S INDEPENDENT AUDITORS
FOR 1994.
VOTING PROCEDURES
The election of directors will be effective upon receiving approval of a
plurality of the Shares present and voting in person or by proxy in the
respective matter, provided a quorum exists. A quorum is present if at least a
majority of the outstanding shares on the Record Date (10,043,568 Shares) are
present in person or by proxy. All matters other than the election of
directors submitted to stockholders at the meeting shall be decided by a
majority of the votes cast with respect thereto provided a quorum exists,
except as otherwise provided by law or the Corporation's Certificate of
Incorporation or Bylaws. Failures to vote and broker non-votes will not count
towards determining any required plurality or majority or the presence of a
quorum. Stockholders and brokers returning proxies but affirmatively
abstaining from voting on a proposition, and stockholders attending the
meeting but who do not vote on a proposition, will count towards the presence
of a quorum but will not be counted towards determining the required plurality
or majority for approval of that proposition.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as noted in this proxy statement. Proxies may be revoked as noted in
"General Information" above.
SUBMISSION OF STOCKHOLDER PROPOSALS
From time to time, stockholders seek to present proposals which may be
proper subjects for inclusion in the Proxy Statement and form of proxy for
consideration at the Annual Meeting of Stockholders. To be included in the
proxy statement or considered at an annual or any special meeting, proposals
must be submitted on a timely basis, in addition to meeting other legal
requirements for inclusion. Proposals for the 1995 Annual Meeting of
Stockholders must be received by the Corporation no later than November 25,
1994, for possible inclusion in the proxy statement, or between February 11,
1995 and March 2, 1995, for possible consideration at the meeting, which is
expected to take place on Thursday, May 11, 1995. Any such proposals, as well
as any questions related thereto, should be directed to the Secretary of the
Corporation.
A COPY OF THE CORPORATION'S 1993 ANNUAL REPORT ON FORM 10-K TO THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED BY STOCKHOLDERS, WITHOUT
CHARGE, UPON WRITTEN REQUEST TO SHAREHOLDER SERVICES, GFC FINANCIAL
CORPORATION, 1850 NORTH CENTRAL AVENUE, SUITE 1200, PHOENIX, ARIZONA 85004.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
meeting. If any other business should properly come before the meeting, the
persons appointed in the enclosed proxy have discretionary authority to vote
in accordance with their best judgment.
By order of the Board of Directors.
W. J. HALLINAN
Vice President -- General
Counsel and Secretary
-------------------------------------------------------------
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
-------------------------------------------------------------
<PAGE>
PROXY/VOTING INSTRUCTION CARD
GFC FINANCIAL CORPORATION
C/O HARRIS TRUST & SAVINGS BANK, P.O. BOX 830, CHICAGO, IL 60690
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G. Robert Durham, Samuel L. Eichenfield,
and James L. Johnson, and each of them, to have all the powers hereunder,
including full power of substitution, as Proxies for the undersigned to vote,
as indicated below, at the Annual Meeting of Stockholders of GFC Financial
Corporation (the "Corporation") to be held on Thursday, May 12, 1994, and at
any adjournment or adjournments thereof, all shares of stock which the
undersigned is entitled to vote, with all voting rights the undersigned would
have if personally present. This card also provides voting instructions (for
shares held for the account of the undersigned, if any) to the respective
trustees of the Corporation's Capital Accumulation Plan and Employee Stock
Ownership Plan and The Dial Corp 401(k) plans.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. //
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE
DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSALS 1 AND 2. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
NON-VOTING INSTRUCTIONS:
/ / MULTIPLE STOCKHOLDER PUBLICATIONS. Please check here to stop mailings
of stockholder publications for this account, since multiple copies come to
this address.
/ / FUTURE QUARTERLY REPORTS. Please check here to stop mailings of future
quarterly reports other than those required by law. (Mailings of annual
reports, proxy statements and other reports will continue.)
VOTING INSTRUCTIONS:
The Board of Directors recommends a vote FOR:
1. Election of directors whose terms expire in 1997:
L. Gene Lemon, Robert P. Straetz, Shoshana B. Trancer.
FOR ALL
(Except nominees
FOR WITHHOLD written below)
// // //
----------------------------------------------------
2. Ratification of the appointment of Deloitte & Touche as the independent
auditors of the Corporation for 1994.
FOR AGAINST ABSTAIN
// // //
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH
SHOULD 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.
Dated ________________________________, 1994
Signature ____________________________________________________________________
Signature ____________________________________________________________________
(For use by Holders of Record.)
<PAGE>
PROXY/VOTING INSTRUCTION CARD
GFC FINANCIAL CORPORATION
C/O HARRIS TRUST & SAVINGS BANK, P.O. BOX 830, CHICAGO, IL 60690
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints G. Robert Durham, Samuel L. Eichenfield,
and James L. Johnson, and each of them, to have all the powers hereunder,
including full power of substitution, as Proxies for the undersigned to vote,
as indicated below, at the Annual Meeting of Stockholders of GFC Financial
Corporation (the "Corporation") to be held on Thursday, May 12, 1994, and at
any adjournment or adjournments thereof, all shares of stock which the
undersigned is entitled to vote, with all voting rights the undersigned would
have if personally present. This card also provides voting instructions (for
shares held for the account of the undersigned, if any) to the respective
trustees of the Corporation's Capital Accumulation Plan and Employee Stock
Ownership Plan and The Dial Corp 401(k) plans.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. //
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE
DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSALS 1 AND 2. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
NON-VOTING INSTRUCTIONS:
/ / MULTIPLE STOCKHOLDER PUBLICATIONS. Please check here to stop mailings
of stockholder publications for this account, since multiple copies come to
this address.
/ / FUTURE QUARTERLY REPORTS. Please check here to continue to receive
mailings of future quarterly reports at no cost. You must also provide an
address to which such reports should be sent. The Corporation will no longer
pay forwarding costs, except as required by law.
Mailing address: _____________________________________________________________
______________________________________________________________________________
(Mailings of annual reports, proxy statements and other required reports
will continue.)
VOTING INSTRUCTIONS:
The Board of Directors recommends a vote FOR:
1. Election of directors whose terms expire in 1997:
L. Gene Lemon, Robert P. Straetz, Shoshana B. Trancer.
FOR ALL
(Except nominees
FOR WITHHOLD written below)
// // //
----------------------------------------------------
2. Ratification of the appointment of Deloitte & Touche as the independent
auditors of the Corporation for 1994.
FOR AGAINST ABSTAIN
// // //
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH
SHOULD 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.
Dated ________________________________, 1994
Signature ____________________________________________________________________
Signature ____________________________________________________________________
(For use by Beneficial Holders.)
