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SCHEDULE 14A INFORMATION STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
CHROMCRAFT REVINGTON, INC.
--------------------------
(Name of Registrant as Specified in its Charter)
Not Applicable
--------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CHROMCRAFT REVINGTON, INC.
1100 N. Washington Street
Delphi, Indiana 46923-0238
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1997
To the Stockholders of
Chromcraft Revington, Inc.:
The annual meeting of stockholders of Chromcraft Revington, Inc.
will be held on Friday, May 2, 1997 at 9:00 o'clock a.m., local time,
at the Canterbury Hotel, 123 S. Illinois Street, Indianapolis, Indiana
for the following purposes:
1. To elect seven (7) directors; and
2. To transact such other business as may properly come before
the annual meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 7,
1997 as the record date for determining stockholders entitled to notice
of and to vote at the annual meeting.
Whether or not you plan to attend the annual meeting, you are urged
to complete, date and sign the enclosed proxy and return it promptly so
your vote can be recorded. If you are present at the meeting and desire
to do so, you may revoke your proxy and vote in person.
Dated: April 1, 1997
By Order of the Board of Directors,
Frank T. Kane
Secretary
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON.
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PROXY STATEMENT
Chromcraft Revington, Inc.
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Chromcraft
Revington, Inc. ("Company") in connection with the solicitation by the
Board of Directors of the Company of proxies to be voted at the Annual
Meeting of Stockholders of the Company to be held on Friday, May 2, 1997
at 9:00 o'clock a.m., local time, at the Canterbury Hotel, 123 S. Illinois
Street, Indianapolis, Indiana, and at any and all adjournments of such
meeting. This Proxy Statement and accompanying form of proxy were first
mailed to stockholders of the Company on or about April 1, 1997.
The cost of soliciting proxies will be borne by the Company. In
addition to use of the mail, proxies may be solicited personally or by
telephone by directors, officers and certain employees of the Company
who will not be specially compensated for such soliciting. The Company
also will request brokerage houses, nominees, custodians and fiduciaries
to forward soliciting material to the beneficial owners of stock and will
reimburse such institutions for the cost of forwarding the material.
Any stockholder giving a proxy has the right to revoke it at any
time before the proxy is exercised. Revocation may be made by written
notice delivered to the Secretary of the Company or by executing and
delivering to the Company a proxy bearing a later date.
The shares represented by proxies received by the Company will be
voted as instructed by the stockholders giving the proxies. In the
absence of specific instructions, proxies will be voted for the
election as directors of the seven persons named as nominees in this
Proxy Statement. If for any reason any director nominee becomes
unable or unwilling to serve, the persons named as proxies in the
accompanying form of proxy will have authority to vote for a
substitute nominee. Any other matters that may properly come before
the annual meeting will be acted upon by the persons named as proxies
in the accompanying form of proxy in accordance with their best judgment.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The Company has one class of outstanding capital stock consisting
of common stock. On March 7, 1997, the Company had 5,742,273 shares
of common stock outstanding and entitled to vote. There are no other
outstanding securities of the Company entitled to vote. The close of
business on March 7, 1997 has been fixed as the record date for
determining stockholders entitled to notice of and to vote at the annual
meeting and any adjournments thereof.
Each share of common stock is entitled to one vote, exercisable in
person or by proxy. The presence, in person or by proxy, of a majority
of the outstanding shares of common stock is necessary to constitute a
quorum. Shares voting, abstaining or withholding authority to vote on
any issue will be counted as present for purposes of determining a quorum.
The election of directors will be determined by a plurality of the votes
cast. Action on any other matters to come before the meeting must be
approved by an affirmative vote of a majority of the shares present in
person or by proxy. Abstentions, broker non-votes, and instructions on
the accompanying proxy card to withhold authority to vote for one or more
of the nominees will result in the respective nominees receiving fewer votes.
1 <PAGE>
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The stockholders listed in the following table are known by management
to own beneficially more than 5% of the outstanding shares of the Company's
common stock on March 7, 1997.
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ ------------
399 Venture Partners, Inc. 2,847,709 (1) 49.59%
399 Park Avenue
New York, New York 10043
T. Rowe Price Associates, Inc. 483,000 (2) 8.41%
100 E. Pratt Street
Baltimore, Maryland 21202
(1) Represents sole voting and dispositive power. 399 Venture Partners,
Inc. is a wholly-owned subsidiary of Citicorp.
(2) Represents sole dispositive power over all 483,000 shares and sole
voting power over 20,000 of those shares. These securities are owned
by various individual and institutional investors, including the T.
Rowe Price Small-Cap Value Fund, Inc., which owns 450,000 shares,
representing 7.84% of the shares outstanding, which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser
with power to direct investments and/or sole power to vote the
securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be
a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of
such securities.
ELECTION OF DIRECTORS
Seven directors are to be elected to hold office for a term of one
year and until their respective successors are elected and qualified.
Each of the nominees is now serving as a director of the Company and
was previously elected by the stockholders. Each of the nominees has
signified his willingness to serve if elected. The Board of Directors
recommends a vote "FOR" each of the nominees. Set forth below is the
name and age of each nominee, his principal occupation for the past
five years and his directorships with other companies.
Bruce C. Bruckmann, age 43, was first elected as a Director of the
Company in 1994. Mr. Bruckmann has served as Managing Director of
Bruckmann, Rosser, Sherrill & Company, Inc., an investment banking
firm, since February, 1995. Prior to joining Bruckmann, Rosser,
Sherrill & Company, Inc., he was employed at Citicorp Venture Capital,
Ltd., where he served as Managing Director from February, 1994 until
January, 1995 and as Vice President since 1983. He is also a director
of AmeriSource Distribution Corporation, Cort Business Services
Corporation, Farm Fresh, Inc., Mohawk Industries, Inc., Jitney Jungle
Stores of America, Inc. and Anvil Knitwear, Inc.
David L. Kolb, age 58, was first elected as a Director of the Company
in 1992. Mr. Kolb, since 1988, has been Chairman of the Board of Directors
and Chief Executive Officer of Mohawk Industries, Inc., a manufacturer
of carpeting. From July, 1980 until December, 1988, Mr. Kolb served as
President of Mohawk Carpet Corporation. Mr. Kolb serves as a director
of First Union National Bank of Georgia and Polyfibron Technologies, Inc.
2 <PAGE>
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Larry P. Kunz, age 62, was first elected as a Director of the Company
in 1992. Mr. Kunz was President and Chief Operating Officer of Payless
Cashways, Inc. from 1986 until his retirement in 1993. Prior to joining
Payless Cashways, Inc., Mr. Kunz served as President and Chief Executive
Officer of Ben Franklin Stores, Inc. Mr. Kunz serves as a director of
Valentine Radford Communications, Inc.
H. Martin Michael, age 55, was first elected as a Director of the
Company in 1992. Mr. Michael has been the Executive Vice President of
the Company since its organization in 1992. Mr. Michael has been the
President of Chromcraft Corporation since July, 1990.
M. Saleem Muqaddam, age 50, was first elected as a Director of the
Company in 1992. Mr. Muqaddam serves as Vice President of Citicorp
Venture Capital, Ltd. and Vice President of 399 Venture Partners, Inc.,
which owns 49.59% of the Company's outstanding common stock. Mr. Muqaddam
serves as a director of Consolidated Furniture Corporation, Fairwood
Corporation, Pamida Holdings Corporation and Plantronics, Inc.
Michael E. Thomas, age 55, was first elected as a Director of the
Company in 1992. Mr. Thomas has served as the President and Chief Executive
Officer of the Company since its organization in 1992.
Warren G. Wintrub, age 63, was first elected as a Director of the
Company in 1992. Mr. Wintrub was a Partner in the accounting firm of
Coopers & Lybrand LLP from 1962 until his retirement in 1992. While at
Coopers & Lybrand LLP, he served as a member of the Executive Committee
from 1976 through 1988 and as Chairman of the Retirement Committee from
1979 through 1992. Mr. Wintrub serves as a director of Corporate Property
Associates 10, Inc., Corporate Property Associates 12, Inc., Carey
Institutional Properties, Inc. and Getty Petroleum Corp.
COMMON STOCK BENEFICIALLY OWNED BY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth information on the shares of common stock
of the Company beneficially owned on March 7, 1997 by each director and
executive officer and by all directors and executive officers as a group.
Number of Shares Percent of
Name of Person Beneficially Owned (1) Common Stock
----------------------- ---------------------- ------------
Bruce C. Bruckmann 11,000 *
Frank T. Kane 43,972 (2) *
David L. Kolb 8,000 *
Larry P. Kunz 6,500 *
H. Martin Michael 112,995 (3) 1.87%
M. Saleem Muqaddam 5,000 *
Michael E. Thomas 190,875 (4) 3.16%
Warren G. Wintrub 9,000 *
Directors and Executive
Officers as a Group (8 persons) 387,342 6.41%
* Less than 1%
3 <PAGE>
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(1) Includes 296,090 shares which officers and directors have the
right to acquire pursuant to stock options exercisable within
sixty days of the date of this Proxy Statement as follows:
Bruce C. Bruckmann, 3,000; Frank T. Kane, 39,340; David L. Kolb,
5,000; Larry P. Kunz, 5,000; H. Martin Michael, 82,475; M. Saleem
Muqaddam, 5,000; Michael E. Thomas, 151,275; Warren G. Wintrub,
5,000; and directors and officers as a group (including the named
persons), 296,090.
(2) Includes 261 shares held by a trust under the Chromcraft
Revington Savings Plan.
(3) Includes 15,259 shares held by a trust under the Chromcraft
Revington Savings Plan and 4,717 shares held by a trust
under the Chromcraft Revington Executive Retirement Plan.
(4) Includes 9,813 shares held by a trust under the Chromcraft
Revington Savings Plan and 13,785 shares held by a trust
under the Chromcraft Revington Executive Retirement Plan.
Under federal securities laws, the Company's directors and
executive officers, and any persons beneficially owning more than 10%
of the Company's common stock, are required to report their initial
ownership of the Company's common stock and any subsequent changes in
that ownership to the Securities and Exchange Commission. Specific due
dates for these reports have been established by the Securities and
Exchange Commission, and the Company is required to disclose in this
Proxy Statement any failure to file timely the required reports by
directors, executive officers and 10% stockholders of the Company.
During 1996, Mr. Bruckmann, a director of the Company, was two days
delinquent in filing a stock ownership report with the Securities and
Exchange Commission relating to the acquisition of 5,000 shares of the
Company's common stock. In making this disclosure, the Company has relied
solely upon written representations of directors and executive officers
of the Company and copies of reports that such persons have filed with
the Securities and Exchange Commission and provided to the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held five meetings during
1996. Each incumbent director attended at least 75% of the aggregate
of all meetings of the Board of Directors and all meetings of committees
of the Board of Directors of which he is a member.
The Company has an Audit Committee and a Compensation Committee as
standing committees of the Board of Directors. There is no nominating
committee. The entire Board of Directors reviews the qualifications
of persons to serve on the Board of Directors and selects the nominees.
Audit Committee. The members of the Audit Committee are Warren G.
Wintrub, Chairman, Bruce C. Bruckmann, David L. Kolb and Larry P. Kunz,
all of whom are outside directors. The Audit Committee provides assistance
to the Board of Directors in matters relating to corporate accounting,
financial reporting practices of the Company, and the quality and integrity
of the financial reports of the Company. The Audit Committee makes recom-
mendations to the Board of Directors as to the selection and retention of
the independent accountants for the Company; meets with the independent
accountants and the Company's financial management to review the scope of
the audit and audit procedures to be utilized and, at the conclusion of
the audit, to review the audit including recommendations of the independent
accountants; reviews with the independent accountants and Company financial
personnel, the adequacy and effectiveness of the accounting and financial
controls of the Company; reviews the financial statements contained in the
annual report to stockholders with management and the independent account-
ants with respect to the disclosure and content of the statements; and
4 <PAGE>
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provides opportunity for the independent accountants to meet with members
of the Audit Committee without members of management being present. There
were two meetings of the Audit Committee during 1996.
Compensation Committee. The members of the Compensation Committee are
Larry P. Kunz, Chairman, Bruce C. Bruckmann, M. Saleem Muqaddam and Warren
G. Wintrub, all of whom are outside directors. The Compensation Committee
reviews the Company's compensation philosophy and programs and determines
the compensation to be paid to the executive officers of the Company. The
Compensation Committee also administers the Company's 1992 Stock Option Plan.
There were three meetings of the Compensation Committee during 1996.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid an annual fee
of $12,000 plus $1,000 for each meeting of the Board of Directors and $500
for each committee meeting which he attends in person, and $500 for each
meeting of the Board of Directors in which he participates by telephonic
conference call. Directors who also are full-time employees of the Company
do not receive compensation for their service as directors other than their
compensation received as employees.
EXECUTIVE COMPENSATION
The following table summarizes for each of the years ended December 31,
1996, 1995 and 1994, the compensation paid by the Company and its subsidiaries
to the Chief Executive Officer and those executive officers whose annual
salary and bonus exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------------------------- -------------
Name and Other Annual Stock Options All Other
Principal Position Year Salary Bonus Compensation (Shares) Compensation
- - ------------------- ---- --------- --------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Thomas 1996 $ 224,667 $ 279,667 $ 52,733 (1) -0- $ 76,570 (2)
President and Chief 1995 $ 215,833 $ 71,225 $ 55,283 (1) 14,850 $ 82,728 (2)
Executive Officer 1994 $ 200,442 $ 205,000 $ 47,277 (1) 30,000 $ 80,655 (2)
H. Martin Michael 1996 $ 186,000 $ 208,058 $ 25,713 (3) -0- $ 49,356 (4)
Executive Vice 1995 $ 179,167 -0- $ 24,375 (3) 7,650 $ 51,278 (4)
President 1994 $ 165,000 $ 153,000 $ 23,898 (3) 20,000 $ 49,250 (4)
Frank T. Kane 1996 $ 138,833 $ 103,300 -0- -0- $ 4,686 (5)
Vice President- 1995 $ 131,667 $ 26,070 -0- 3,960 $ 5,450 (5)
Finance, Chief 1994 $ 122,667 $ 75,000 -0- 7,000 $ 5,004 (5)
Financial Officer
and Secretary
</TABLE>
(1) Includes amounts reimbursed to executive for taxes incurred on
Company contributions to a Supplemental Executive Retirement Plan
("SERP") of $49,392, $49,262 and $47,277 for 1996, 1995 and 1994,
respectively.
5 <PAGE>
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(2) Company contributions to defined contribution plans of $9,000,
$9,000, and $9,000 for 1996, 1995 and 1994, respectively, and
Company contributions pursuant to the Company's SERP plans of
$67,570, $73,728 and $71,655 for 1996, 1995 and 1994, respectively.
(3) Includes amounts reimbursed to executive for taxes incurred on
Company contributions to a Supplemental Executive Retirement Plan
("SERP") of $25,057, $23,805 and $23,898 for 1996, 1995 and 1994,
respectively.
(4) Company contributions to defined contribution plans of $12,643,
$10,490 and $10,500 for 1996, 1995 and 1994, respectively, and
Company contributions pursuant to the Company's SERP plans of
$36,713, $40,788 and $38,750 for 1996, 1995 and 1994, respectively.
(5) Company contributions to defined contribution plans of $2,930,
$3,329 and $3,457 for 1996, 1995 and 1994, respectively, and
Company contributions pursuant to a Company SERP plan of $1,756,
$2,121 and $1,547 for 1996, 1995 and 1994, respectively.
Stock Options
No stock options were granted to the executive officers named in the
Summary Compensation Table during 1996. The following table summarizes
stock options exercised by the executive officers and the value of the
options held by such persons at December 31, 1996.
Aggregate Option Exercises in 1996 and Year-End Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares December 31, 1996 December 31, 1996 (1)
Acquired on Value ---------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - ----------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Thomas -0- -0- 125,955 32,745 $ 1,523,354 $ 343,837
H. Martin Michael -0- -0- 68,295 18,005 $ 800,099 $ 182,242
Frank T. Kane -0- -0- 32,838 8,482 $ 402,853 $ 90,565
</TABLE>
(1) Value per share is calculated by subtracting the exercise price from
the closing price of $27.75 per share on December 31, 1996 as reported
on the New York Stock Exchange.
Employment Agreements
The Company has entered into employment agreements with each of Michael
E. Thomas and H. Martin Michael which provide, among other items, the
employment by the Company of Messrs. Thomas and Michael through April 23,
1998. Each of the employment agreements provides for automatic extensions
for successive one-year periods upon expiration of the initial term, or any
renewal term, unless the Company or the executive gives notice of termination
at least 180 days before the termination date. The Company may terminate
the employment of either Mr. Thomas or Mr. Michael with or without cause or
in the event of the disability of either Mr. Thomas or Mr. Michael. If the
Company terminates either Mr. Thomas or Mr. Michael with cause, then the
terminated party will be entitled to receive his monthly base salary for a
three-month period following his termination. If the employment of Mr. Thomas
6 <PAGE>
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or Mr. Michael is terminated by the Company without cause, then the Company
will be required to pay the terminated party an amount equal to twice his
then-current annual base salary and twice the higher bonus paid to him during
the two preceding years. In the event of termination due to disability of
Mr. Thomas or Mr. Michael, the terminated party will continue to receive his
then-current annual base salary, less any payments equivalent to those provided
by the Company's benefit plans, for a 24-month period following the termination.
In the event of a change in control of the Company, as defined in the
agreements, Mr. Thomas or Mr. Michael may terminate his employment with the
Company so long as the change in control is coupled with a substantial
alteration of his duties, diminution in salary or benefits or relocation.
In such an event, the Company will be required to pay him, as severance pay
in a lump sum, an amount equal to twice his then-current annual base salary
plus twice the higher bonus paid to him during the two preceding years.
Under their employment agreements, Mr. Thomas and Mr. Michael will receive
base salaries of no less than $170,000 and $132,000, respectively, during
each year that the employment agreements are in effect and will be entitled
to participate in the incentive compensation plans and programs generally
available to executives of the Company.
The Company has a Supplemental Executive Retirement Plan ("SERP") for
the benefit of Mr. Thomas and Mr. Michael which provides the executive with
a supplemental payment to him upon retirement under a money purchase
retirement plan. The amount contributed each year under the plan reflects
calculations designed to provide the executives with a retirement income of
60% and 50% to Mr. Thomas and Mr. Michael, respectively, of average earnings
of salary and bonus for the three years prior to retirement. In addition,
the Company reimburses the executive for taxes incurred on Company
contributions to the SERP.
Messrs. Thomas and Michael and certain other salaried employees par-
ticipate in a non-qualified supplemental retirement plan that permits the
deferral of compensation and provides "make up" benefits to salaried
employees whose benefits are reduced under Internal Revenue Service Code
restrictions.
In accordance with each of the employment agreements, neither Mr. Thomas
nor Mr. Michael may compete with the Company during his employment by the
Company or during the two-year period following termination of his employment.
The Company maintains life insurance for the benefit of Mr. Thomas and Mr.
Michael in the amount of $1,500,000 and $1,000,000, respectively.
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed entirely
of outside directors and is responsible for developing and making recom-
mendations to the Board with respect to the Company's executive compensation
philosophy and policies. The Compensation Committee determines on an annual
basis the compensation to be paid to the executive officers of the Company
and administers the Stock Option Plan. The following report of the
Compensation Committee discusses the Committee's objectives in determining
executive compensation.
The overall objective of the Compensation Committee is to help assure
that executive compensation bears a reasonable relationship to corporate
performance, business strategy and increases in stockholder value. The
executive compensation package relies more heavily on bonuses and longer-
term incentive compensation than base salary in order to motivate
performance by executives and to create a performance-oriented environment.
The Compensation Committee uses its discretion to set executive
7 <PAGE>
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compensation at levels warranted in its judgment by external and internal
factors and individual performance. The following objectives currently
serve as guidelines for compensation recommendations and decisions of the
Compensation Committee:
Reward executives through appropriate incentive compensation and owner-
ship in the Company for achievement of annual and long-term business
goals and strategy.
Align executive officer compensation with the success of the Company such
that compensation is based, in substantial part, upon performance in order
to create a performance-oriented environment that rewards performance.
Provide a total comprehensive executive compensation package that enables
the Company to attract and retain key executives.
Integrate compensation programs with both annual and long-term business
objectives.
Regularly, the Compensation Committee reviews comparable company informa-
tion in order to establish the general guidelines for executive officer
compensation. In addition, an independent compensation consultant was
retained to review the competitiveness of the executive compensation program
in relation to other comparable companies, including those in the Peer Group
set forth in the "Stock Performance Graph."
The principal elements of the compensation program for executive officers
are summarized below.
Base Salary. Base salary levels are set to reflect competitive market
conditions. The Compensation Committee, in determining the 1996 base salary
increases for Mr. Thomas and the other executives, considered many factors,
including changes in the general compensation levels of salaried employees
and the executive's responsibilities, duties, performance and experience.
Accordingly, Mr. Thomas received a 3.7% salary increase in March, 1996.
During 1994, executive base salaries were adjusted, based on an independent
compensation consultant review, to fall within a 10% corridor of the 50th
percentile of comparable company base salaries.
Executive Incentive Plan. The Company has established an Executive
Incentive Plan ("Incentive Plan") to focus the efforts of its executives on
continued improvement in the financial performance of the Company. The
Compensation Committee sets financial operating targets for the Incentive
Plan at the beginning of each year. Target performance levels for Messrs.
Thomas and Kane are based on meeting or exceeding certain levels of consoli-
dated earnings. Mr. Michael's performance target levels are based on meeting
or exceeding certain levels of earnings and sales at Chromcraft Corporation.
For 1996, Mr. Thomas was awarded a bonus equal to 100% of his base salary,
the maximum award opportunity available under the Incentive Plan. For the
year ended December 31, 1996, the Company had net earnings of $13,936,000,
representing an increase of 16.4% over 1995.
Under the Incentive Plan, the Compensation Committee may award an addi-
tional bonus based on subjective criteria. For 1996, Messrs. Thomas,
Michael and Kane received awards of $55,000, $53,213 and $20,000,
respectively, under this section of the Plan.
Stock Option Program. The Company's 1992 Stock Option Plan is its long-
term incentive plan for executive officers and key employees. The plan
authorizes the Compensation Committee to award the Company's executives
and key employees options to purchase shares of the Company's common stock.
8 <PAGE>
<PAGE>
The objectives of the plan are to align executive and shareholder long-term
interests by creating a direct link between executive compensation and
shareholder return and to enable executives to develop and maintain a
significant long-term ownership position in the Company's common stock.
For 1996, no stock options were awarded.
Members of Compensation Committee
Larry P. Kunz, Chairman
Bruce C. Bruckmann
M. Saleem Muqaddam
Warren G. Wintrub
STOCK PERFORMANCE GRAPH
The stock performance graph compares the cumulative total return on the
Company's common stock with a Peer Group consisting of LADD Furniture, Inc.,
Pulaski Furniture Corporation, Bassett Furniture Industries, Inc., and
La-Z-Boy Incorporated from April 16, 1992, the date of the Company's initial
public offering of the common stock, through December 31, 1996. The Company's
common stock began trading on the New York Stock Exchange on October 3, 1995.
Because 1996 was the first full year that the Company's common stock was
traded on the New York Stock Exchange, for comparative purposes, both the
NYSE Market Value Index and the NASDAQ Market Value Index are reflected in
the stock performance graph.
Comparison of Five Year Cumulative Return Among Chromcraft Revington,
Inc., Peer Group Index, NYSE Market Value Index and the NASDAQ Market Value
Index.
NYSE NASDAQ
Measurement Chromcraft Peer Group Market Market
Period Revington, Inc. Index Value Index Value Index
- - ------------ --------------- ---------- ----------- -----------
4/16/92 100.00 100.00 100.00 100.00
FYE 12/31/92 190.48 112.12 105.74 107.89
FYE 12/31/93 209.52 134.21 120.06 129.42
FYE 12/31/94 209.52 110.18 117.73 135.88
FYE 12/31/95 253.57 100.85 152.65 176.24
FYE 12/31/96 264.29 103.32 183.89 219.01
(1) Assumes $100 invested on April 16, 1992 in common stock of the
Company, the NYSE Market Value Index, the NASDAQ Market Value Index
and the Peer Group.
(2) Total return equals stock price changes and reinvestment of dividends.
Calculations were prepared by Media General Financial Services of
Richmond, Virginia.
9 <PAGE>
<PAGE>
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP audited the financial books and records of the
Company for the year ended December 31, 1996. A representative of KPMG Peat
Marwick LLP will be present at the annual meeting, will have an opportunity
to make a statement, if he desires, and will be available to respond to
appropriate questions.
ANNUAL REPORT
A copy of the Company's 1996 Annual Report to Stockholders, including
audited consolidated financial statements for the year ended December 31,
1996, is enclosed with this Proxy Statement. The 1996 Annual Report to
Stockholders does not constitute proxy soliciting material.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholder proposals for the 1998 Annual Meeting of Stockholders must
be received by the Company at its corporate office no later than November 30,
1997 and must be submitted in accordance with all rules and regulations
under the Securities Exchange Act of 1934.
OTHER MATTERS
The Company knows of no other matters to come before the annual meeting.
If other matters are properly brought before the annual meeting, the persons
named in the enclosed proxy will have discretionary authority to vote such
proxy in accordance with their best judgment on such matters.
Dated: April 1, 1997
By Order of the Board of Directors,
Frank T. Kane
Secretary
10 <PAGE>
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Appendix A
PROXY CHROMCRAFT REVINGTON, INC. PROXY
Annual Meeting of Stockholders - May 2, 1997
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints MICHAEL E. THOMAS and FRANK T. KANE, and each
of them, with power of substitution, as proxies to represent and vote all
shares of common stock of Chromcraft Revington, Inc. which the undersigned
would be entitled to vote at the Annual Meeting of Stockholders to be held on
May 2, 1997, and at any adjournment thereof, with all of the powers the
undersigned would possess if personally present, as follows:
(Continued and to be signed on the reverse side)
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<TABLE>
A [X] Please mark your votes as in this example.
<S> <C>
FOR all nominees WITHHOLD AUTHORITY
listed at right (except to vote for
as marked to the all nominees
contrary below). listed at right Nominees:
1. ELECTION OF Bruce C. Bruckmann
DIRECTORS. [ ] [ ] David L. Kolb
Larry P. Kunz
INSTRUCTIONS: To withhold authority to vote for any individual H. Martin Michael
nominee, write that nominee's name in the space provided below. M. Saleem Muqaddam
Michael E. Thomas
_____________________________________________ Warren G. Wintrub
</TABLE>
2. In their discretion, on such other matters as may properly come before
the annual meeting.
This proxy will be voted as directed, but if no direction is indicated, this
proxy will be voted FOR the election of directors of all nominees set forth
in Item 1. With respect to any other matters that may properly come before
the meeting, the proxies designated herein intend to vote in accordance with
their best judgment on such matters.
Please mark, date, sign exactly as your name appears hereon and return this
Proxy promptly.
SIGNATURE_____________________________ __________________________ ___________
SIGNATURE IF JOINTLY OWNED DATE:
Note: Joint owners should each sign personally. Trustees and others signing
in a representative capacity should indicate the capacity in which they sign.
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