<PAGE>
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:
<PAGE>
CHROMCRAFT REVINGTON, INC.
1100 N. Washington Street
Delphi, Indiana 46923
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, MAY 5, 2000
To the Stockholders of
Chromcraft Revington, Inc.:
The annual meeting of stockholders of Chromcraft Revington, Inc. will be
held on Friday, May 5, 2000 at 9:00 a.m., local time, at the Canterbury Hotel,
123 S. Illinois Street, Indianapolis, Indiana for the following purposes:
1. To elect five (5) 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, 2000
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.
By Order of the Board of Directors,
Frank T. Kane
Secretary
April 5, 2000
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.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Chromcraft
Revington, Inc. (the "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 Friday, May 5, 2000 at 9:00 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 5, 2000.
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 five
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.
The principle executive office of the Company is 1100 North Washington
Street, Delphi, Indiana 46923.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The Company has one class of capital stock outstanding consisting of
common stock. On March 7, 2000, the Company had 9,745,348 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,
2000 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 the holders of a majority
of the outstanding shares of common stock is necessary to constitute a quorum
at the annual meeting. Shares voting, abstaining or withholding authority to
vote on any issue will be counted as present for purposes of determining a
quorum. Abstentions, broker non-votes and instructions on the accompanying
1
<PAGE>
proxy card to withhold authority to vote for one or more of the nominees will
result in those nominees receiving fewer votes. 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.
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, 2000. The information in the following table is
based upon the most recent Schedule 13G of the listed stockholders filed with
the Securities and Exchange Commission.
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ ------------
399 Venture Partners, Inc. 5,695,418 (1) 58.44%
399 Park Avenue
New York, New York 10043
T. Rowe Price Associates, Inc. 1,054,000 (2) 10.82%
100 E. Pratt Street
Baltimore, Maryland 21202
Wood, Struthers & Winthrop 580,650 (3) 5.96%
Management Corporation
140 Broadway
New York, New York 10005
(1) Represents sole dispositive power over all 5,695,418 shares and sole
voting power over 5,244,426 of those shares. 399 Venture Partners,
Inc. is a wholly-owned subsidiary of Citigroup Inc.
(2) Represents sole dispositive power over all 1,054,000 shares and sole
voting power over 34,000 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 1,000,000
shares, representing 10.26% of the shares outstanding, for 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.
(3) Represents sole dispositive power over all 580,650 shares and sole
voting power over 519,770 of those shares. Wood, Struthers &
Winthrop Management Corporation is a subsidiary of AXA Financial,
Inc. (formerly known as The Equitable Companies Incorporated).
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors currently consists of six members. Current
director Bruce C. Bruckmann will not seek re-election as a board member at the
annual meeting. As a result, the directors have determined to reduce the size
of the board to five members effective immediately prior to the annual meeting.
Since the last annual meeting, H. Martin Michael resigned as a director of the
Company and the size of the board was then reduced to six members.
Five 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 of the Company at the 1999 annual meeting. Each
of the nominees has signified his willingness to serve as a director if
elected. The Board of Directors recommends a vote "FOR" each of the nominees.
Set forth below are the name and age of each nominee, his principal occupation
for the past five years and his directorships with other companies.
David L. Kolb, age 61, has been Chairman of the Board of Directors and
Chief Executive Officer of Mohawk Industries, Inc., a manufacturer of
carpeting, since 1988. 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. Mr. Kolb was first elected as a
Director of the Company in 1992.
Larry P. Kunz, age 65, 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. Mr. Kunz was first elected as a
Director of the Company in 1992.
M. Saleem Muqaddam, age 53, serves as Vice President of Citicorp Venture
Capital, Ltd. and Vice President of 399 Venture Partners, Inc., which owns
58.44% of the Company's outstanding common stock. Mr. Muqaddam serves as a
director of Consolidated Furniture Corporation, Fairwood Corporation, Pamida
Holdings Corporation, Plantronics, Inc. and TEU Holdings Inc., the parent
company of furniture retailer This End Up. TEU Holdings Inc. and subsidiaries
filed a petition under the bankruptcy laws in 2000. Mr. Muqaddam was first
elected as a Director of the Company in 1992.
Michael E. Thomas, age 58, has served as the President and Chief
Executive Officer of the Company since its organization in 1992. Mr. Thomas
is a director of TEU Holdings Inc., the parent company of furniture retailer
This End Up. TEU Holdings Inc. and subsidiaries filed a petition under the
bankruptcy laws in 2000. Mr. Thomas was first elected as a Director of the
Company in 1992.
Warren G. Wintrub, age 66, was a Partner in the accounting firm of
Coopers & Lybrand from 1962 until his retirement in 1992. While at Coopers &
Lybrand, 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 14, Inc., Carey Institutional Properties, Inc.
and Getty Realty Corp. Mr. Wintrub was first elected as a Director of the
Company in 1992.
3
<PAGE>
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, 2000 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 26,000 *
Frank T. Kane 112,349 (2) 1.14%
David L. Kolb 16,000 *
Larry P. Kunz 10,000 *
M. Saleem Muqaddam 10,000 *
Michael E. Thomas 419,635 (3) 4.14%
Warren G. Wintrub 468,992 (4) 4.81%
Directors and Executive
Officers as a Group (7 persons) 1,062,976 10.35%
* Less than 1%
(1) Includes 529,455 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,
10,000; Frank T. Kane, 110,926; David L. Kolb, 10,000; M. Saleem
Muqaddam, 10,000; and Michael E. Thomas, 388,529.
(2) Includes 1,223 shares held by a trust under the Chromcraft Revington
Savings Plan. Mr. Kane is an executive officer but not a director
of the Company.
(3) Includes 29,556 shares held by a trust under the Chromcraft
Revington Savings Plan.
(4) Includes 450,992 shares subject to an irrevocable proxy granted by
399 Venture Partners, Inc., the beneficial owner of 58.44% of the
Company's common stock.
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 1999, Mr. Kunz, a director of the Company, was delinquent in
filing a stock ownership report with the Securities and Exchange Commission
relating to the acquisition of 10,000 shares of the Company's common stock.
In making this disclosure, the Company has relied solely upon written
4
<PAGE>
representations of directors and executive officers of the Company and copies
of reports that those 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 six meetings during 1999.
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, except for David L. Kolb who attended 67%
of his designated meetings.
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 accounting and financial reporting
practices of the Company, and the quality and integrity of the financial
reports of the Company. The Audit Committee makes recommendations 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 the Company's financial management, 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 accountants with respect to
the disclosure and content of the statements; and provides the opportunity for
the independent accountants to meet with members of the Audit Committee
without members of management being present. There were three meetings of the
Audit Committee during 1999.
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 reviews and makes recommendations concerning
outside director compensation and administers the Company's 1992 Stock Option
Plan, as amended (the "Stock Option Plan"), and executive incentive plans.
There was one meeting of the Compensation Committee during 1999.
5
<PAGE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid an annual fee of
$15,000, plus a fee of $1,000 for each Board of Directors meeting attended and
a fee of $500 for each telephonic meeting. For committee meetings not held on
the same day as a Board of Directors meeting, a director receives a fee of
$1,000 for each meeting attended and $500 for each telephonic meeting.
Directors serving as committee chairs additionally receive a $2,000 annual
cash retainer. Directors who are employees of the Company are not compensated
for service on the Board of Directors.
EXECUTIVE COMPENSATION
The following table summarizes, for each of the years ended December 31,
1999, 1998 and 1997, the compensation paid by the Company and its subsidiaries
to the chief executive officer and other executive officers of the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards
----------------------------------- -------------------------
Shares
Name and Other Annual Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation Stock Options Payout (1) Compensation
------------------ ---- --------- --------- ------------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael E. Thomas 1999 $ 298,333 $ 52,221 $ 62,295 (2) 16,780 $ 113,188 $ 100,669 (3)
President and Chief 1998 $ 268,717 $ 238,136 $ 52,543 (2) 18,000 $ 199,008 $ 85,399 (3)
Executive Officer 1997 $ 235,417 $ 117,688 $ 52,317 (2) 24,862 $ -0- $ 87,636 (3)
H. Martin Michael 1999 $ 191,424 $ -0- $ 26,217 (4) 2,526 $ 6,994 $ 685,786 (5)
Executive Vice 1998 $ 204,333 $ -0- $ 25,492 (4) 14,000 $ 29,954 $ 54,603 (5)
President 1997 $ 194,500 $ 102,404 $ 28,915 (4) 10,000 $ -0- $ 57,701 (5)
(through 11-22-99)
Frank T. Kane 1999 $ 163,333 $ 19,060 $ -0- 5,118 $ 33,050 $ 8,745 (6)
Vice President- 1998 $ 153,667 $ 90,786 $ -0- 14,000 $ 60,696 $ 6,798 (6)
Finance, Chief 1997 $ 145,833 $ 51,094 $ -0- 8,000 $ -0- $ 7,686 (6)
Financial Officer
and Secretary
</TABLE>
(1) Awards under the Chromcraft Revington, Inc. Long Term Executive
Incentive Plan payable in two components: 50% in a single lump sum
in cash and 50% in options to acquire shares of the Company's
common stock. For 1999, Mr. Michael was eligible for and received
only the cash portion of his award.
6
<PAGE>
(2) Includes amounts reimbursed to executive for taxes incurred on
Company contributions to a Supplemental Executive Retirement Plan
("SERP") of $47,346, $47,748 and $47,346 for 1999, 1998 and 1997,
respectively.
(3) Company contributions to defined contribution plans of $11,200,
$11,200 and $9,600 for 1999, 1998 and 1997, respectively, and
Company contributions pursuant to the Company's SERP and a non-
qualified supplemental retirement plan of $89,469, $74,199 and
$78,036 for 1999, 1998 and 1997, respectively.
(4) Includes amounts reimbursed to executive for taxes incurred on
Company contributions to a SERP of $25,329, $24,895 and $23,837 for
1999, 1998 and 1997, respectively.
(5) On November 22, 1999, Mr. Martin terminated his employment with the
Company. Under his employment agreement, Mr. Michael is to be paid
severance in the amount of $636,808 in twenty-four equal monthly
payments. Additionally, he was paid $18,000 in 1999 in connection
with a release and separation agreement with the Company. Also
included in the compensation table were Company contributions to
defined contribution plans of $1,423, $13,528 and $13,470 for 1999,
1998 and 1997, respectively, and contributions to the Company's SERP
and a non-qualified supplemental retirement plan of $29,555, $41,075
and $44,231 for 1999, 1998 and 1997, respectively.
(6) Company contributions to defined contribution plans of $4,400,
$4,384 and $4,365 for 1999, 1998 and 1997, respectively, and Company
contributions pursuant to a non-qualified supplemental retirement
plan of $4,345, $2,414 and $3,321 for 1999, 1998 and 1997,
respectively.
Stock Options
The following tables summarize stock options granted to and exercised by
the executive officers named in the Summary Compensation Table during 1999,
and the value of the options held by such persons at December 31, 1999.
<TABLE>
<CAPTION>
Option Grants in 1999
Potential Realizable
Value at Assumed
Number Percent of Annual Rates of Stock
of Shares Total Options Price Appreciation
Underlying Granted to for Option Term (1)
Options Employees Exercise Expiration ----------------------
Name Granted in 1999 Price Date 5% 10%
---- ---------- ------------- -------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Thomas 16,780 35.7% $ 16.00 2/08/09 $ 168,844 $ 427,887
H. Martin Michael 2,526 5.4% $ 16.00 2/08/09 (2) $ 25,417 $ 64,413
Frank T. Kane 5,118 10.9% $ 16.00 2/08/09 $ 51,499 $ 130,508
</TABLE>
7
<PAGE>
(1) These dollar amounts represent a hypothetical increase in the price
of the common stock, less the exercise price, from the date of
option grant until the expiration date at the rate of 5% and 10% per
annum compounded. The actual value, if any, of stock options is
dependent on the future performance of the Company's common stock
and overall stock market conditions. There can be no assurance that
the amounts assumed in this table will be achieved.
(2) The original expiration date of these options was February 8, 2009.
However, these options expired February 20, 2000 by virtue of Mr.
Michael's termination of employment with the Company.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1999 and Year-End Option Values
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Shares December 31, 1999 December 31, 1999 (1)
Acquired on Value ---------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Thomas -0- $ -0- 361,824 15,218 $ 940,500 $ -0-
H. Martin Michael 117,300 $ 561,478 72,326 (2) -0- $ -0- $ -0-
Frank T. Kane -0- $ -0- 100,758 9,000 $ 250,800 $ -0-
</TABLE>
(1) Value per share is calculated by subtracting the exercise price from
the closing price of the Company's common stock of $10.50 per share
on December 31, 1999 as reported on the New York Stock Exchange.
(2) Options expired February 20, 2000.
Employment Agreements
The Company has entered into an employment agreement with Michael E.
Thomas which provides, among other items, the employment by the Company of
Mr. Thomas through April 23, 2001. The employment agreement provides for
automatic extensions for successive one-year periods upon expiration of the
initial term, or any renewal term, unless the Company or Mr. Thomas gives
notice of termination at least 180 days before the termination date. The
Company may terminate the employment of Mr. Thomas with or without cause or
in the event of the disability of Mr. Thomas. If the Company terminates Mr.
Thomas with cause, then he is entitled to receive his monthly base salary for
a three-month period following his termination. If the employment of Mr.
Thomas is terminated by the Company without cause, then the Company will be
required to pay him an amount equal to twice his then-current annual base
salary and twice the higher bonus paid to him during the two preceding years.
8
<PAGE>
In the event of termination due to disability, Mr. Thomas 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
employment agreement, Mr. Thomas 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 his employment agreement, Mr. Thomas will receive a base salary of
not less than $170,000 during each year that the employment agreement is 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 SERP for the benefit of Mr. Thomas which provides 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 him with a retirement income of 60% of average earnings of
salary and bonus for the three years prior to retirement. In addition, the
Company reimburses him for taxes incurred on Company contributions to the SERP.
Mr. Thomas and certain other salaried employees participate 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 the employment agreement, Mr. Thomas may not 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 in the amount of $1,500,000.
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 and executive incentive plans. 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 compensation at levels
9
<PAGE>
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
ownership 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 perform-
ance 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
information in order to establish the general guidelines for executive officer
compensation. In addition, during 1998, 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 1999 base salary
increases for Mr. Thomas and the other executives, considered many factors,
including the executive's responsibilities, duties, performance and experience.
Accordingly, Mr. Thomas received an 11% salary increase for 1999. While the
Compensation Committee reviewed all of these factors in determining Mr. Thomas'
salary, no specific weights were placed on any of these factors, and the salary
increase process was not tied to specific performance goals.
Short Term Executive Incentive Plan. The Company established, effective
January 1, 1998, a Short Term Executive Incentive Plan ("Short Term Plan") to
focus the efforts of its executives on continued improvement in the profit-
ability of the Company. The Compensation Committee sets financial operating
targets for the Short Term Plan at the beginning of each year. Target perform-
ance levels for Messrs. Thomas and Kane are based on meeting or exceeding
certain levels of earnings per share and consolidated sales. Mr. Michael's
performance target levels were based on meeting or exceeding certain levels of
operating income and sales at Chromcraft Corporation, a wholly-owned subsidiary
of the Company. Awards under the Short Term Plan are payable in cash.
The Compensation Committee established Mr. Thomas' 1999 bonus rate under
the Short Term Plan at 75% of base salary. In establishing the 1999 bonus, the
Compensation Committee weighted the consolidated sales goal at 25% and the
earnings per share goal at 75%. In February 2000, Mr. Thomas received for
1999 a Short Term Plan bonus of $52,221, which is approximately 17.5% of his
1999 salary. The maximum award opportunity available to Mr. Thomas under the
Short Term Plan was 150% of base salary.
10
<PAGE>
Long Term Executive Incentive Plan. The Company established, effective
January 1, 1998, a Long Term Executive Incentive Plan ("Long Term Plan") to
focus the efforts of its executives on continued long-term improvement in the
financial performance of the Company. Awards under the Long Term Plan are
payable 50% in cash and 50% in options to acquire shares of the Company's
common stock. Stock options awarded under the Long Term Plan are subject to
the provisions of the Stock Option Plan and are valued using the Black-Scholes
option pricing model. The performance measurement period for 1999 was the
twenty-four months ended December 31, 1999. For 2000, the performance measure-
ment period and all subsequent performance measurement periods will be the
thirty-six month period ending on each December 31 thereafter. The Compensation
Committee sets financial operating targets for the Long Term Plan at the
beginning of each year. Target performance levels for Messrs. Thomas and Kane
are based on meeting or exceeding certain levels of operating income,
consolidated sales and return on equity. Mr. Michael's performance target
levels were based on meeting or exceeding certain levels of operating income
and sales at Chromcraft Corporation.
The Compensation Committee established Mr. Thomas' target award under the
Long Term Plan at 75% of salary. In establishing the financial objectives, the
Compensation Committee weighted the return on equity objective at 25%, the
operating income objective at 50%, and the consolidated sales objective at 25%.
In February 2000, Mr. Thomas earned a 1999 Long Term Plan award of $113,188,
50% of the award was paid in cash ($56,594) and 50% in the form of a stock
option grant of 15,987 shares valued at $56,594 under the Black-Scholes option
pricing model. The Long Term Plan award represented 37.9% of his 1999 salary.
The maximum award opportunity available to Mr. Thomas under the Long Term Plan
was 150% of base salary.
Members of Compensation Committee
Larry P. Kunz, Chairman
Bruce C. Bruckmann
M. Saleem Muqaddam
Warren G. Wintrub
11
<PAGE>
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly change in cumulative
total stockholders return for the Company's common stock with the cumulative
total return of the NYSE Market Value Index and for a peer group index. The
graph assumes $100 invested on December 31, 1994 and dividends are reinvested.
Comparison of Five Year Cummulative Return Among
Chromcraft Revington, Inc., Peer Group Index and
New York Stock Exchange Value Index
NYSE
Measurement Chromcraft Peer Group Market
Period Revington, Inc. Index Index
----------- --------------- ---------- ------
12/31/94 100.00 100.00 100.00
FYE 12/31/95 121.02 92.84 129.66
FYE 12/31/96 126.14 104.09 156.20
FYE 12/31/97 145.45 137.23 205.49
FYE 12/31/98 150.57 151.24 244.52
FYE 12/31/99 95.45 137.14 267.75
(1) The Peer Group includes the following companies: Bassett Furniture
Industries, Inc., Flexsteel Industries, Inc., La-Z-Boy Incorporated,
LADD Furniture, Inc., Pulaski Furniture Corporation, Rowe Furniture
Corporation and Stanley Furniture Company, Inc.
(2) Total return equals stock price changes and reinvestment of
dividends. Calculations were prepared by Media General Financial
Services of Richmond, Virginia.
INDEPENDENT AUDITORS
KPMG LLP audited the financial books and records of the Company for the
year ended December 31, 1999. A representative of KPMG 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.
12
<PAGE>
ANNUAL REPORT
A copy of the Company's 1999 Annual Report to Stockholders, including
audited consolidated financial statements for the year ended December 31, 1999,
is enclosed with this Proxy Statement. The 1999 Annual Report to Stockholders
does not constitute proxy soliciting material.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals for the 2001 Annual Meeting of Stockholders must be
received by the Company at its executive office no later than November 30, 2000
and must be submitted in accordance with all rules and regulations under the
Securities Exchange Act of 1934. In addition, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy at the
Annual Meeting of Stockholders in accordance with their best judgment on all
matters with respect to which the Company received written notice at its
executive office by February 17, 2000. Further, the persons named in the form
of proxy relating to the Company's 2001 Annual Meeting of Stockholders will
have discretionary authority to vote pursuant to the proxy at such annual
meeting in accordance with their best judgment on all matters desired to be
brought before such annual meeting with respect to which the Company does not
receive written notice at its executive office by February 19, 2001.
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 at the annual meeting in accordance with their best judgment on such
matters.
By Order of the Board of Directors,
Frank T. Kane
Secretary
April 5, 2000
13
<PAGE>
PROXY CHROMCRAFT REVINGTON, INC. PROXY
Annual Meeting of Stockholders - May 5, 2000
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 5, 2000, 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)
<PAGE>
<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 David L. Kolb
DIRECTION. [ ] [ ] Larry P. Kunz
M. Saleem Muqaddam
INSTRUCTIONS: To withhold authority to vote for any individual Michael E. Thomas
nominee, write that nominee's name in the space provided below. 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.
