<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)or Section
240.14a-12
STEARNS & LEHMAN, INC.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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)(4) and 0-11,
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
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 (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:
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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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STEARNS & LEHMAN, INC.
P.O. Box 1748
30 Paragon Parkway
Mansfield, Oh 44901-1748
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 1997
- --------------------------------------------------------------------------------
The 1997 Annual Meeting of Shareholders (the "Annual Meeting") of Stearns &
Lehman, Inc. (the "Company") will be held at the Masonic Temple, 1250 Middle
Bellville Road, Mansfield, Ohio 44904 on October 15, 1997 at 10:00 A.M.,
Eastern Standard Time, for the following purposes:
1. To elect four (4) directors to serve until the next Annual Meeting or until
their successors are duly elected and qualified; and
2. To ratify the appointment of Coopers & Lybrand LLP as the independent public
accountants of the Company for the fiscal year ending April 30, 1998; and
3. To transact any other business which properly comes before the meeting or
any adjournment thereof.
All Company shareholders of record as of the close of business on August 29,
1997 are entitled to vote at the Annual Meeting. A complete list of
shareholders entitled to vote at the Annual Meeting will be available for
examination by any Company shareholder at 30 Paragon Parkway, Mansfield, Ohio
44903, for purposes germane to the Annual Meeting, during normal business hours
from August 29, 1997 until the Annual Meeting.
A copy of the Company's annual report for the year ended April 30, 1997 is
enclosed.
The accompanying form of proxy is being solicited by the Board of Directors of
the Company. Whether or not you plan to attend the Annual Meeting and any
adjournment thereof, shareholders are requested to DATE, SIGN AND RETURN THE
ENCLOSED PROXY in the return envelope furnished for your convenience. If you
attend the Annual Meeting and prefer to vote in person, you can revoke your
proxy. We warmly invite you to be present at the meeting.
By order of the Board of Directors
STEARNS & LEHMAN, INC.
/s/ William C. Stearns
-----------------------------
William C. Stearns, President
Mansfield, Ohio
September 3, 1997
<PAGE> 3
STEARNS & LEHMAN, INC.
P.O. Box 1748
30 Paragon Parkway
Mansfield, Oh 44901-1748
- --------------------------------------------------------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 1997
- --------------------------------------------------------------------------------
This proxy statement and accompanying proxy card support a proxy solicitation
on behalf of the Board of Directors of Stearns & Lehman, Inc. (the "Company")
for use at the October 15, 1997 Annual Meeting of shareholders and at any
adjournment of that meeting. This proxy statement and form of proxy, together
with the Company's Annual Report for the year ended April 30, 1997 will be sent
by the Company by mail to shareholders beginning September 3, 1997.
The form of proxy, when properly signed, dated and returned to the Company,
will be voted by the proxies at the Annual Meeting as directed. Proxies
returned without direction about business to be transacted at the meeting will
be voted in favor of (i) the election of William C Stearns, Sally A. Stearns,
Frank E. Duval, and Carter F. Randolph, Ph.D. to the Board of Directors of the
Company, (ii) the ratification of the appointment of Coopers & Lybrand LLP as
the independent public accountants of the Company for the Company's fiscal year
ending April 30, 1998 and (iii) the ratification of outside director
compensation in the form of 5,000 warrants prorated by month for each calendar
year served as a member of the Board of Directors and $1,000 per meeting of the
Board of Directors. The proxies will use their best judgment regarding other
matters that properly come before the Annual Meeting. The Company is not aware
of any matters, other than those discussed in this proxy statement, that will be
presented at the Annual Meeting.
The Company can conduct business at the Annual Meeting only if holders of a
majority of the outstanding common shares of the Company (the "Common Stock")
entitled to vote are present, either in person or by proxy. Abstentions will be
counted in determining whether a quorum has been reached. Assuming a quorum
exists, the affirmative vote of a majority of the Common Stock outstanding as
of the close of business on August 29, 1997 is necessary to approve each of the
proposed matters to be voted on.
In the event that a quorum is not present at the time the Annual Meeting is
convened, a majority in interest of the holders of the Common Stock represented
in person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the Annual Meeting, until holders of the amount of
Common Stock requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the Annual Meeting as originally
called.
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REVOCABILITY OF PROXY
Execution of the enclosed form of proxy will not affect a shareholder's right
to attend the Annual Meeting and vote in person. Any shareholder giving a proxy
may revoke it at any time before it is exercised by delivering a later-dated
proxy or a written notice of revocation to the Secretary of the Company at the
address set forth above or by giving notice of revocation at the Annual
Meeting. Shareholders may vote all their eligible shares of Common Stock if
they are personally present at the Annual Meeting. When a shareholder votes at
the Annual Meeting, his or her vote will revoke any proxy previously granted by
the shareholder.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of August 29, 1997, the record date, 3,226,752 shares of Common Stock were
outstanding and entitled to vote at the Annual Meeting. Each share may cast one
vote on each separate matter of business properly brought before the Annual
Meeting. There are no cumulative voting rights. Only holders of record at the
close of business on August 29, 1997 may vote.
Under the rules of Securities and Exchange Commission, boxes and a designated
blank space are provided on the form of proxy for shareholders to mark if they
wish either to abstain on a proposal presented for shareholder approval or to
withhold authority to vote for one or more nominees for election as a director
of the Company. Common Stock as to which the authority to vote is withheld will
be counted for quorum purposes but will not be counted toward the election of
directors or toward the election of individual nominees specified on the form
of proxy. Abstentions are counted as present for quorum purposes; however, the
effect of abstentions on the proposal to ratify the appointment of Coopers &
Lybrand LLP is the same as a "no" vote.
Brokers/dealers who hold their customers' Common Stock in street name may,
under the applicable rules of the self-regulatory organizations of which the
broker/dealers are members, sign and submit proxies for such Common Stock and
may vote such Common Stock on routine matters, which, under such rules,
typically include the election of directors, but broker/dealers may not vote
such Common Stock on other matters without specific instructions from the
customer who owns such Common Stock. Proxies signed and submitted by
broker/dealers which have not been voted on certain matters as described in the
previous sentence are referred to as broker non-votes. Such proxies count
towards the establishment of a quorum. Broker non-votes on the proposals to
ratify the appointment of Coopers & Lybrand LLP will not be considered as votes
entitled to be cast in determining the outcome of these proposals.
The following table sets forth certain information, so far as is known to
management of the Company, regarding beneficial ownership of Common Stock held
of record, as of August 29, 1997, by (i) each shareholder who owns beneficially
more than five percent (5%) of the outstanding Common Stock; (ii) each officer
and Director of the Company; and (iii) all officers and Directors as a group.
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER (1) NATURE OF CLASS
BENEFICIAL
OWNERSHIP (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, no par William C. Stearns 652,016 (3) 20.1%
value Director, President and
Treasurer
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Common Stock, no par Sally A. Stearns 681,916 (3) 21.0%
value Director, Vice President
and Secretary
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Common Stock, no par Frank E. Duval 120,000 (4) 3.7%
value Director
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par Carter F. Randolph, Ph.D. 71,352 (5) 2.2%
value Director
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Common Stock, no par John A. Chuprinko 640 .02%
value Chief Financial Officer
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Common Stock, no par All Directors and Officers 1,525,924 (6) 46.9%
value as a group (5 persons)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The address for all persons listed is 30 Paragon Parkway, Mansfield, Ohio
44903.
(2) Unless otherwise indicated, the named shareholder has sole voting and
investment power.
(3) Does not include shares owned by the persons spouse, for which shares the
person disclaims beneficial ownership.
(4) Includes 20,000 shares purchasable on exercise of currently exercisable
warrants.
(5) Of such shares, 64,554 are beneficially owned by the Randolph Company, Inc.,
an Ohio corporation, of which Dr. Randolph owns 100% of the common shares. The
Randolph Company, Inc. and, therefore, Dr. Randolph have full discretionary
investment authority over such shares, including the right to vote and sell such
shares. Includes 7,698 shares for which Dr. Randolph and his wife, Kathy, have
shared voting and investment power. Includes 3,798 shares purchasable on
exercise of currently exercisable warrants.
(6) Includes 23,798 shares purchasable on exercise of currently exercisable
warrants.
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains the name, position, age and telephone number with
the Company of each Director and executive officer of the Company as of August
29, 1997. Their respective backgrounds are described following the table. Each
of the executive officers devotes his or her
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full-time efforts to the affairs of the Company.
<TABLE>
<CAPTION>
NAME POSITION AGE TELEPHONE NO.
- ---- -------- --- -------------
<S> <C> <C> <C>
William C. Stearns President, Treasurer and Director 44 419/522-2722
Sally A. Stearns Vice President, Secretary and Director 37 419/522-2722
John A. Chuprinko Chief Financial Officer 42 419/522-2722
Frank E. Duval Director 53 419/882-2314
Carter F. Randolph Director 41 513/891-7144
</TABLE>
WILLIAM C. STEARNS - PRESIDENT, TREASURER AND DIRECTOR
William C. Stearns is President, Treasurer and a Director of the Company. Mr.
Stearns founded the Company in March of 1988 and has been its President and a
Director since that time. Mr. Stearns attended both Cleveland State University
and Baldwin-Wallace University and is a member of the Manufacturers' Board of
Directors of the National Food Distributors Association and the National
Association of Specialty Food Trade. Mr. Stearns is the husband of Sally A.
Stearns.
SALLY A. STEARNS - VICE PRESIDENT, SECRETARY AND DIRECTOR
Sally A. Stearns graduated from Bowling Green State University in June of 1982
with a Bachelor of Science Degree in Business Administration, with a major
concentration in Human Resource Management. From October 1987 to February 8,
1989, she was a senior accountant for Autocall, Inc., a division of Federal
Signal located in Shelby, Ohio. From February 18, 1989 to the present Ms.
Stearns has served as Vice President, Secretary and a Director of the Company.
Ms. Stearns is a member of the Board of Directors' Audit Committee.
JOHN A. CHUPRINKO - CHIEF FINANCIAL OFFICER
John A. Chuprinko is a graduate of The Ohio State University, where he obtained
a Bachelor of Science Degree in accounting, and the United States Navy Supply
School in Athens, Georgia. Mr. Chuprinko was hired as the Chief Financial
Officer of the Company on January 10, 1996 and is a Certified Public
Accountant. Mr. Chuprinko is the President of the Knox County, Ohio Airport
Advisory Board and is a member and past Chairman of the Marion Technical
College Accounting Advisory Committee. From October 1994 to January 1996, Mr.
Chuprinko served as the Chief Financial Officer and Treasurer of Na-Churs Plant
Food Company, a national manufacturing company with $18,000,000 in sales,
located in Marion, Ohio. Prior to that position, Mr. Chuprinko was the
Controller at The J.E. Grote Company, Incorporated in Blacklick, Ohio.
FRANK E. DUVAL - DIRECTOR
Mr. Duval has served as a Director of the Company since January 3, 1995. Mr.
Duval has been the President of J&S Capital, Inc. since 1990 where he oversees
a portfolio of real estate, limited partnership and stock and bond investments.
Mr. Duval has a Bachelor of Science Degree in
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Education from the University of Buffalo. From 1979 to 1990, Mr. Duval served
as President and Chief Executive Officer of International Automated Machines,
Inc., a manufacturer of single service and portion control condiments. From
1973 to 1979, he served as President and Chief Executive Officer of United Wild
Rice, Inc. Prior to 1973, Mr. Duval held various sales and marketing management
positions with Ralston Purina, Wm. Underwood Company and Scott Paper Company.
Mr. Duval is a member of the Board of Directors' Audit Committee.
CARTER F. RANDOLPH, PH.D. - DIRECTOR
Dr. Randolph was appointed as a Director of the Company on March 29, 1996.
Since 1987, Dr. Randolph has been the President of The Randolph Company, Inc.
where he is responsible for the management of pension plans, foundations and
trusts. From 1989 to the present, Dr. Randolph has also been Executive Vice
President and Trustee of the Green Acres Foundation where he is responsible for
management, including all aspects of organization and operation of the private
nonprofit foundation. Dr. Randolph has experience in the areas of estate
planning, tax planning, IRS audit management, investment management, real
estate management, farm management and property management. Dr. Randolph
currently serves on the Board of Directors of Cintech Tele-Management Systems,
Inc. Dr. Randolph is a member of the Board of Directors' Audit Committee.
SIGNIFICANT EMPLOYEES
PHYLLIS J. THOMAS
Ms. Thomas, age 43, has been employed by the Company since November 1993 and
currently is the national sales manager responsible for managing the Company's
sales department, including the coordination of the regional sales personnel
and managing the Company's marketing efforts. Ms. Thomas is a graduate of
Ashland University with a Bachelor of Science Degree in Business
Administration. Prior to working for the Company, Ms. Thomas was a promotion
specialist for R.J.R. Nabisco from 1990 to 1993.
F. MICHAEL DEMETER
Mr. Demeter, age 46, a 1974 graduate of Wayne State University in Detroit,
Michigan, with a Bachelor of Arts Degree. in Business Administration, was hired
by the Company as the Director of Operations on February 27, 1997. From August
1988 to February, 1997, Mr. Demeter was the Vice President of Operations for
Megas Beauty Care, Inc. (Division of American Safety Razor Company), a
$100,000,000 manufacturer of private label health and beauty aids located in
Cleveland, Ohio. In this capacity, Mr. Demeter directed a team of over 500
salaried and hourly employees. Mr. Demeter is APICS Certified Integrated
Resource Management qualified.
FAMILY RELATIONSHIPS
Except for Mr. and Mrs Stearns, there are no family relationships among the
directors and executive officers of the Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
William C. Stearns, the President, Treasurer and a Director of the Company,
owns a twin engine airplane which he regularly uses for Company business. The
Company pays Corporate Flight Services, a sole proprietorship of Mr. Stearns,
$500.00 per month and $210.00 per hour for the use of the airplane. During the
fiscal years ended April 30, 1997 and 1996, Corporate Flight Service was paid
$49,892.60 and $38,846.00, respectively, pursuant to this arrangement.
The Company carries and pays the premium for a "key man" life insurance policy
on Mr. Stearns in the amount of $1,000,000, and as one of the named
beneficiaries, the Company is entitled to ninety (90%) of the benefits of such
policy. Sally A. Stearns is the other named beneficiary of Mr. Stearns'
insurance policy and is entitled to ten percent (10%) of the benefits of such
insurance policy. The Company also carries and pays the premium for a "key man"
life insurance policy on Ms. Stearns, the Vice President, Secretary and a
Director of the Company, in the amount of $500,000 and is entitled to eighty
percent (80%) of the benefits of such policy. William C. Stearns is the other
named beneficiary of Ms. Stearns' policy and is entitled to receive the
remaining twenty percent (20%) of the benefits of such insurance policy.
Any future transactions between the Company and its officers, directors or
shareholders owning five percent (5%) or more of the Common Stock will be on
terms no less favorable to the Company than could be obtained from independent
third parties.
MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors met five times during the fiscal year ended
April 30, 1997. All Directors were present at these meetings.
COMMITTEES
The Company's Board of Directors has an Audit Committee. The duties of the
Audit Committee are to recommend independent accountants for selection by the
Board of Directors, to review the arrangements for and scope of the independent
accountants' audit, to review the findings and recommendations of the
independent accountants concerning internal accounting procedures and controls,
to review professional services rendered by the independent accountants in
regard to the Company and its management, and to review potential conflicts of
interest between the Company and its employees. The Audit Committee was
established by the Board of Directors on May 13, 1996, has met twice since that
date. The members of the Audit Committee presently are Frank E. Duval, Carter
F. Randolph, Ph.D. and Sally A. Stearns. The Board of Directors does not have a
Compensation Committee. William C. Stearns and Sally A. Stearns, both executive
officers of the Company, are Directors and participated in deliberations of the
Company's Board of Directors concerning executive compensation. The Board of
Directors does not have a Nominating Committee nor has it designated a Stock
Option Committee.
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EXECUTIVE COMPENSATION
The following table and notes set forth information regarding remuneration of
the only officer of the Company whose total annual salary and bonus during the
fiscal year ended April 30, 1997 exceeded $100,000:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
NAME OF INDIVIDUAL FISCAL ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William C. Stearns, 1997 $104,000.00 $ 0.00 $123.00 (1)
President 1996 $127,500.00 (1) $ 0.00 $115.00 (1)
1995 $ 66,500.00 $65,000.00 $115.00 (1)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company carries and pays the premium on a "key man" life insurance
policy on Sally A. Stearns in the amount of $500,000 and is entitled to eighty
percent (80%) of the benefits of such a policy. Mr. Stearns is the other named
beneficiary of this policy and is entitled to receive the remaining twenty
percent (20%) of the benefits of such insurance policy. For the fiscal years
ended April 30, 1997, 1996 and 1995, the premium value of this benefit to Mr.
Stearns was $123.00, $115.00 and $115.00, respectively.
DIRECTORS COMPENSATION
Through April 30, 1997, the Directors of the Company received no cash
compensation for serving on the Board of Directors, but were reimbursed
reasonable expenses incurred in attending meetings. The Board of Directors
voted and approved a resolution to compensate outside directors $1,000.00 per
meeting of the Board of Directors effective June 13, 1997. The Company has
agreed to grant warrants to each of the outside Directors for services rendered
during a calendar year, on a pro rata basis for the actual time served as a
Director during such calendar year, to purchase up to 5000 shares of Common
Stock. Frank E. Duval and Carter F. Randolph, Ph.D. received warrants to
purchase 5,000 and 3,798 shares of Common Stock, respectively, at an exercise
price of $5.50 per share, on April 28, 1997 for services rendered in calendar
year 1996. On August 21, 1997, the Board of Directors voted and approved to
revise the plan to issue warrants as compensation to outside Directors. The
revised plan will expire as of the calendar year ending December 31, 2002, the
total warrants to purchase Common Stock issued as compensation to outside
Directors will not exceed 75,000 shares of Common Stock and the exercise price
for such warrants shall be equal to the fair market value of such shares at the
date of issuance. Furthermore, the date of issuance shall be the third
Wednesday of January of each such calendar year for service rendered in the
previous calendar year. The warrants are exercisable for a period of ten years
from the date of issuance.
STOCK OPTION PLAN
At the Company's Annual Meeting of Shareholders held on March 31, 1994, the
Company adopted the 1994 Stock Option Plan (the "Plan"). The shares of Common
Stock that may be issued upon the exercise of options granted under the Plan
shall not exceed 275,000 shares in the aggregate. The options granted under the
Plan may be designed as "incentive stock options" or "nonqualified stock
options", at the discretion of the committee designated by the Board of
Directors of the Company
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to administer the Plan. The exercise price of "nonqualified stock options" shall
not be less than 100% of the fair market value of a share of Common Stock on the
effective date of the grant. The option price for "incentive stock options"
shall not be less than 110% of the fair market value of a share of Common Stock
on the effective date of the grant. To date, the Company has not issued options
to any of its officers, directors or employees under the Plan.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors, and persons who beneficially own more than ten percent (10%) of
the Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and persons who beneficially own more than ten percent (10%)
of the Company's Common Stock are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
William C. Stearns, Sally A. Stearns, Frank E. Duval and Carter F. Randolph,
Ph.D. failed to file their Forms 3 in a timely manner following the Company's
initial public offering.
EXPENSE AND MANNER OF SOLICITATION
The expenses of the solicitation of the proxies for the Annual Meeting,
including the cost of preparing, assembling and mailing the notice, form of
proxy, proxy statement and return envelopes, the handling and tabulation of
proxies received, and charges of brokerage houses and other institutions,
nominees or fiduciaries for forwarding such documents to beneficial owners,
will be paid by the Company. In addition to the mailing of the proxy material,
solicitation may be made in person or by telephone by officers, directors or
regular employees of the Company.
ANNUAL REPORT
The Annual Report for the Company for the year ended April 30, 1997 is enclosed
herewith but is not a part of the proxy solicitation material.
PROPOSAL 1
ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has nominated William C. Stearns, Sally
A. Stearns, Frank E. Duval, and Carter F. Randolph, Ph.D., all members of the
existing Board of Directors, for election to the Board of Directors of the
Company. Each of these nominees was elected to the Board of Directors at the
Company's 1996 Annual Meeting of Shareholders.
A proposal to elect William C. Stearns, Sally A. Stearns, Frank E. Duval, and
Carter F. Randolph, Ph.D. to the Company's Board of Directors will be presented
to the shareholders at the Annual Meeting. Each director to be elected will hold
office until the next annual meeting of shareholders
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of the Company and until his or her successor is elected and has qualified, or
until such director's earlier resignation, death or removal. The nominees
receiving the highest number of votes, up to the number of directors to elected,
will be elected.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF WILLIAM C. STEARNS, SALLY A. STEARNS, FRANK E. DUVAL,
AND CARTER F. RANDOLPH, PH.D. TO THE COMPANY'S BOARD OF DIRECTORS.
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. was the Company's independent public accounting firm
for the fiscal years ended April 30, 1995, 1996 and 1997 and has been appointed
by the Board of Directors of the Company to continue in that capacity for the
fiscal year ending April 30, 1998.
A proposal to ratify the appointment of Coopers & Lybrand L.L.P. will be
presented to the shareholders at the Annual Meeting. Representatives of Coopers
& Lybrand L.L.P. will be present at the Annual Meeting and will have an
opportunity to make a statement if they desire to do so and respond to
appropriate questions. An affirmative vote of the holders of shares of a
majority of the Common Stock outstanding as of the close of business on August
29, 1997 is necessary to approve this proposal.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission and the Company's Code of Regulations. Should a shareholder wish to
have a proposal appear in the Company's proxy statement for next year's annual
meeting, under the regulations of the Securities and Exchange Commission, it
must be received by the Secretary of the Company at P.O. Box 1748, 30 Paragon
Parkway, Mansfield, Ohio 44901-1748 on or before May 5, 1998.
OTHER BUSINESS
All items of business to be brought before the Annual Meeting are set forth in
this proxy statement. Management knows of no other business to be presented.
If other matters of business not presently known to management are properly
raised at the Annual Meeting, the proxies will vote on the matters in
accordance with their best judgment.
NOTE: SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY, USING THE ENCLOSED ENVELOPE.
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STEARNS & LEHMAN, INC.
P.O. Box 1748
30 Paragon Parkway
Mansfield, Oh 44901-1748
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints each of Sally A. Stearns and Frank E. Duval as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all the common
shares of Stearns & Lehman, Inc. (the "Company") held of record by the
undersigned on August 29, 1997, at the Annual Meeting of shareholders to be held
on October 15, 1997, or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM
1 AND "FOR" ITEM 2.
ITEM 1 - ELECTION OF DIRECTORS
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
William C. Stearns Sally A. Stearns
Frank E. Duval Carter F. Randolph, Ph.D.
Item 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
[ ] For [ ] Against [ ] Abstain
The common shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR all nominees" in Item 1 and "FOR" Item 2.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof. This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder.
Please complete, sign, date and return the proxy promptly, using the enclosed
envelope.
Signature
Signature: ______________________ if held jointly: _______________________
Date: ______________________
Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, as 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.
<PAGE> 13
STEARNS & LEHMAN, INC.
P.O. Box 1748
30 Paragon Parkway
Mansfield, Oh 44901-1748
BALLOT FOR ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 15, 1997
The undersigned holder of common shares of Stearns & Lehman, Inc. (the
"Company") hereby votes all of the common shares of the Company which the
undersigned is entitled to vote, as a result of being the shareholder of record
on August 29, 1997, at the Annual Meeting of shareholders of the Company held on
October 15, 1997 as follows:
ITEM 1 - ELECTION OF DIRECTORS
[ ] William C. Stearns [ ] ___________________________
[ ] Sally A. Stearns [ ] ___________________________
[ ] Frank E. Duval [ ] ___________________________
[ ] Carter F. Randolph, Ph.D. [ ] ___________________________
ITEM 2 - PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
[ ] For [ ] Against [ ] Abstain
Signature
Signature: ___________________ if held jointly: _______________________
Printed name: ___________________ Printed name: _______________________
Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, as 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.
