<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.
- -------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
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.:
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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, 1999
The 1999 Annual Meeting of Shareholders (the "Annual Meeting") of Stearns &
Lehman, Inc. (the "Company") will be held at the Company's facility, 30 Paragon
Parkway, Mansfield, Ohio 44903 on October 15, 1999 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 PricewaterhouseCoopers LLP as the
independent public accountants of the Company for the fiscal year ending
April 30, 2000; 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 31,
1999 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, for purposes germane
to the Annual Meeting, during normal business hours from August 31, 1999 until
the Annual Meeting.
A copy of the Company's annual report for the year ended April 30, 1999 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
August 31, 1999
<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, 1999
THIS PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY SUPPORT A PROXY SOLICITATION
ON BEHALF OF THE BOARD OF DIRECTORS OF STEARNS & LEHMAN, INC. (THE "COMPANY")
FOR USE AT THE OCTOBER 15, 1999 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, 1999 will be sent
by the Company by mail to shareholders beginning September 1, 1999.
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. A proxy returned
without direction about business to be transacted at the Annual 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, and (ii) the ratification of the appointment of PricewaterhouseCoopers
LLP as the independent public accountants of the Company for the Company's
fiscal year ending April 30, 2000. 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 31, 1999 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 31, 1999, the record date, 3,285,865 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 31, 1999 may vote.
Under the rules of Securities and Exchange Commission ("SEC"), 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
PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP will not be considered as
votes entitled to be cast in determining the outcome of this proposal.
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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 31, 1999, 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.
<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 614,391 (3) 18.6%
value Director, President and
Treasurer
Common Stock, no par Sally A. Stearns 631,916 (3) 19.1%
value Director, Vice President
and Secretary
Common Stock, no par Frank E. Duval 125,000 (4) 3.8%
value Director
Common Stock, no par Carter F. Randolph, Ph.D. 63,906 (5) 1.9%
value Director
Common Stock, no par John A. Chuprinko 640 .02%
value Chief Financial Officer
Common Stock, no par All Directors and Officers 1,435,853 (6) 43.4%
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 person's spouse, for which shares the
person disclaims beneficial ownership.
(4) Includes 15,000 shares purchasable on exercise of currently exercisable
warrants.
(5) Of such shares, 51,198 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 12,708 shares for which Dr. Randolph
and his wife, Kathy, have shared voting and investment power. Includes
8,798 shares purchasable on exercise of currently exercisable warrants.
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(6) Includes 23,798 shares purchasable on exercise of currently exercisable
warrants.
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains the name, position and age with the Company of each
director and executive officer of the Company as of August 31, 1999. Directors
are elected to a one year term, to serve until the next annual meeting of
shareholders and until their successors are duly elected and qualified or until
their earlier resignation, removal from office, or death. The respective
background of each director and executive officer is described following the
table. Each of the executive officers devotes his or her full-time efforts to
the affairs of the Company.
<TABLE>
<CAPTION>
NAME POSITION AGE
- ---- -------- ---
<S> <C> <C>
William C. Stearns President, Treasurer and Director 47
Sally A. Stearns Executive Vice President, Secretary and Director 39
John A. Chuprinko Chief Financial Officer 44
Frank E. Duval Director 55
Carter F. Randolph Director 43
</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 - EXECUTIVE 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 Executive Vice President, Secretary and a director of the
Company. Ms. Stearns is the wife of William C. Stearns.
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 a member and past 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
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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 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 45, has been employed by the Company since November 1993 and
currently is the Director of Operations. 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.
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, $315 per
hour for the use of the airplane. During the fiscal years ended April 30, 1999
and 1998, Corporate Flight Service was paid $48,089 and $33,675, 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.
MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors met five times during the fiscal year ended
April 30, 1999. 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 met once for
the fiscal year ended April 30, 1999. The members of the Audit Committee
presently are Frank E. Duval and Carter F. Randolph, Ph.D. 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. Frank E. Duval and Carter F. Randolph, Ph.D. are members of the 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, 1999 exceeded $100,000:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL FISCAL ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)
- -------- ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
William C. Stearns, 1999 $ 109,635 $ 0 $ 123 (1)
President 1998 $ 104,000 $ 0 $ 123 (1)
1997 $ 104,000 $ 0 $ 123 (1)
1996 $ 127,500 $ 0 $ 115 (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, 1999, 1998, 1997 and 1996, the premium value of this benefit to
Mr. Stearns was $123, $123, $123 and $115, respectively.
DIRECTORS COMPENSATION
For serving on the Board of Directors, the outside directors each receive cash
compensation of $1,000 per meeting attended in person and $1,000 for attending
the annual meeting of shareholders of the Company. The outside directors also
are reimbursed reasonable expenses incurred while attending these meetings.
Frank E. Duval received $3,000 and Carter F Randolph, Ph.D. received $4,000 for
attending Board of Directors meetings for the fiscal year ended April 30, 1999.
The Company has agreed to pay $15,000 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. Frank E. Duval and Carter
F. Randolph, Ph.D. each received $15,000 on January 14, 1999 for services
rendered in calendar year 1998. Prior to January 1, 1998, the Company
compensated its outside directors by granting them warrants to purchase shares
of Common Stock.
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 "non-qualified stock
options", at the discretion of the committee designated by the Board of
Directors of the Company to administer the Plan. The option price of
"non-qualified 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
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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. As
of April 30, 1999, 17,000 options have been granted.
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 person who beneficially own more than ten percent
(10%) of the Common Stock, to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers, directors and greater
than ten percent (10%) beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. William C.
Stearns, Sally A. Stearns, John A. Chuprinko, Frank E. Duval and Carter F.
Randolph each failed to file Form 5 on a timely basis.
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, 1999 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 1998 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 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.
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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
PricewaterhouseCoopers LLP was the Company's independent public accounting firm
for the fiscal years ended April 30, 1995 through 1999 and has been appointed by
the Board of Directors of the Company to continue in that capacity for the
fiscal year ending April 30, 2000.
A proposal to ratify the appointment of PricewaterhouseCoopers LLP will be
presented to the shareholders at the Annual Meeting. Representatives of
PricewaterhouseCoopers LLP 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
31, 2000 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 PRICEWATERHOUSECOOPERS LLP
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with SEC regulations 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 SEC regulations, 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 April
28, 2000. If a shareholder intends to present a proposal at next year's annual
meeting but does not intend to seek the inclusion of such proposal in the
Company's proxy statement, such proposal must be received by the Company prior
to July 14, 2000, or the Company's management proxies will be entitled to use
their discretionary voting authority should such proposal be raised without any
discussion of the matter in the proxy statement.
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.
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NOTE: SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY, USING THE ENCLOSED ENVELOPE.
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 31, 1999, at the Annual Meeting of shareholders to be held
on October 15, 1999, 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 PRICEWATERHOUSECOOPERS LLP 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: ___________________________ Name (Printed) _________________________
Please sign and print name exactly as name appears on certificate evidencing
your common shares. When shares are
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held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
STEARNS & LEHMAN, INC.
P.O. Box 1748
30 Paragon Parkway
Mansfield, Oh 44901-1748
BALLOT FOR ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 15, 1999
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 31,
1999, at the Annual Meeting of shareholders of the Company held on October 15,
1999 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 PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
[ ] For [ ] Against [ ] Abstain
Signature
Signature: ____________________ if held jointly: ____________________________
Printed name:__________________ Printed name: _______________________________
Please sign and print exactly as name appears on certificate evidencing your
common shares. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
