<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Selas Corporation of America
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(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):
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4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
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/ / 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>
[SELAS LOGO]
SELAS CORPORATION OF AMERICA
2034 Limekiln Pike
Dresher, Pennsylvania 19025
March 20, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1998
The Annual Meeting of Shareholders of Selas Corporation of America (the
"Corporation") will be held at the Holiday Inn, 432 Pennsylvania Avenue, Fort
Washington, Pennsylvania 19034 on Tuesday, April 21, 1998 at 2:00 p.m. for the
following purposes:
(1) Election of directors;
(2) Ratification of the appointment of KPMG Peat Marwick LLP as the
Corporation's auditors for the year ending December 31, 1998; and
(3) Transaction of such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 9, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
All shareholders are cordially invited to attend the meeting, but whether
or not you expect to attend the meeting in person, please mark, sign and date
the enclosed proxy and return it promptly in order that your shares may be
voted. If you attend the meeting, you may revoke your proxy and vote in person.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Corporation. The proxy is revocable at any time prior to its use by delivery of
a subsequently executed proxy or written notice of revocation to the Secretary
of the Corporation. The Board of Directors has fixed the close of business on
March 9, 1998 as the record date for determination of the shareholders entitled
to vote at the annual meeting. As of March 9, 1998, there were 5,225,760 Common
Shares outstanding, each of which is entitled to one vote on all matters to be
presented at the meeting. This proxy statement and the enclosed proxy are being
sent to shareholders on or about March 20, 1998. The annual report of the
Corporation, including consolidated financial statements, for the year ended
December 31, 1997, on which no action will be requested at the annual meeting,
is included herewith. It is not to be regarded as proxy solicitation material.
1
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of seven members divided
into three classes. Francis J. Dunleavy, whose term expires at the 1998 Annual
Meeting, has informed the Board that he will retire from the Board at the 1998
Annual Meeting. In view of Mr. Dunleavy's retirement, the Board has, effective
as of the 1998 Annual Meeting, reduced the size of the class of directors of
which Mr. Dunleavy is a member from three to two.
The Board intends to cause Messrs. Mark S. Gorder and Stephen F. Ryan, the
two directors in addition to Mr. Dunleavy whose terms expire at the 1998 Annual
Meeting, to be nominated for re-election at the 1998 Annual Meeting to serve
until the Annual Meeting in 2001 and until their respective successors have
been duly elected and have qualified. If either of the nominees should be
unavailable on April 21, 1998, the persons named in the proxy may vote the
proxies for such other person as they may choose, unless the Board of Directors
further reduces the number of directors to be elected.
Assuming a quorum is present, the two nominees receiving the highest
number of votes cast at the annual meeting will be elected directors. For such
purposes, the withholding of authority to vote or the specific direction not to
cast a vote, such as a broker non-vote, will not constitute the casting of a
vote in the election of directors.
The following table sets forth certain information concerning the nominees
and the persons whose terms as directors will continue after the Annual
Meeting, including their ages and principal occupations during the past five
years:
<TABLE>
<CAPTION>
Director Term
Name, Age and Occupation Since Expires
------------------------ ----- -------
<S> <C> <C>
John H. Austin, Jr. (69), Retired President and Chief Operating Officer of 1991 1999
Philadelphia Electric Company (now known as PECO Energy). Direc-
tor of Philadelphia Suburban Corporation and Philadelphia Suburban
Water Co. Mr. Austin also served as a director of the Corporation from
1972 to 1987.
Frederick L. Bissinger (87), Retired Vice Chairman of Allied Chemical 1974 2000
Corporation (now known as Allied-Signal Corporation).
Roy C. Carriker (60), President and Chief Operating Officer of TFX Ser- 1991 2000
matech, a Teleflex Incorporated Group. Director of Laser Technology,
Inc.
Mark S. Gorder (51), Vice President of the Corporation, President and 1996 1998
Chief Executive Officer of Resistance Technology, Inc., a subsidiary of
the Corporation since 1993.
Stephen F. Ryan (62), President and Chief Executive Officer of the Cor- 1989 1998
poration since May 1988.
Ralph R. Whitney, Jr. (63), President of Hammond, Kennedy, Whitney & 1986 1999
Co., Inc., a private capital firm. Director of Adage, Inc., Baldwin Tech-
nologies, Inc., Excel Industries, Inc., IFR Systems, Inc. and Control
Devices, Inc.
</TABLE>
2
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, on the recommendation of the Audit
Committee, the Board of Directors has appointed KPMG Peat Marwick LLP as the
Corporation's auditors for 1998. KPMG Peat Marwick LLP or predecessors have
served as the Corporation's auditors for many years. The persons named in the
accompanying proxy will vote to ratify the appointment of KPMG Peat Marwick LLP
as the Corporation's auditors for 1998 unless contrary instructions are
received. If a majority of the votes cast on this matter are not cast in favor
of ratification of this appointment, other auditors will be considered and
appointed by the Board of Directors. Abstentions, or the specific direction not
to cast a vote, such as a broker non-vote, will not constitute the casting of a
vote concerning the ratification of such appointment. A representative of KPMG
Peat Marwick LLP is expected to be present at the annual meeting of
shareholders to make a statement if desired and to be available to respond to
appropriate questions.
ADDITIONAL INFORMATION
Share Ownership of Certain Beneficial Owners, Directors and Certain Officers
The following table sets forth certain information as of December 31, 1997
concerning beneficial ownership of the Corporation's Common Shares by the only
persons or groups of persons shown by Securities and Exchange Commission
records to own beneficially more than 5% of the Corporation's Common Shares and
information as of March 1, 1998 concerning such beneficial ownership by all
directors and nominees, by each of the executive officers named in the Summary
Compensation Table below and by all directors and executive officers as a
group. The table reflects a three-for-two stock split of the Corporation's
Common Shares declared by the Board of Directors on April 22, 1997, pursuant to
which shareholders received on June 27, 1997 one additional Common Share for
every two Common Shares held of record on June 10, 1997. Outstanding options to
acquire Common Shares were adjusted in accordance with their terms to reflect
the stock split.
<TABLE>
<CAPTION>
Number of Percent
Name Shares(1) of Class
---- --------- --------
<S> <C> <C>
Dimensional Fund Advisors, Inc. .......................................... 380,400(2) 7.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Kennedy Capital Management, Inc. ......................................... 378,750(3) 7.2%
10829 Olive Boulevard
St. Louis, MO 63141-7739
John H. Austin, Jr., Director ............................................ 3,000 *
Frederick L. Bissinger, Director ......................................... 9,000 *
Roy C. Carriker, Director ................................................ 1,500 *
Francis J. Dunleavy, Director ............................................ 1,575(4) *
Mark S. Gorder, Director and Vice President(5) ........................... 313,050(6) 5.9%
Stephen F. Ryan, Director, President and Chief Executive Officer ......... 58,500(7) 1.1%
Ralph R. Whitney, Jr., Director .......................................... 30,000 *
Christian Bailliart, Vice President ...................................... 17,100(8) *
James C. Deuer, Vice President ........................................... 62,100(9) 1.2%
Robert W. Ross, Vice President and Chief Financial Officer ............... 32,100(10) *
All Directors and Executive Officers as a Group (11 persons) ............. 552,525(11) 10.2%
</TABLE>
- ------------
* Less than 1%.
3
<PAGE>
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(2) The shares indicated are owned by entities for which Dimensional Fund
Advisors, Inc. ("DFA"), a registered investment advisor, serves as
investment manager. DFA has reported sole voting power with respect to
272,250 shares and sole investment power with respect to 380,400 shares.
(3) Kennedy Capital Management, Inc., a registered investment advisor, has
reported sole voting power with respect to 318,150 shares and sole
investment power with respect to 378,750 shares.
(4) Includes 450 shares owned by Mr. Dunleavy's wife.
(5) Mr. Gorder, whose business address is 1260 Red Fox Road, Arden Hills,
Minnesota 55112, is also President and Chief Executive Officer of
Resistance Technology, Inc., a wholly-owned subsidiary of the Corporation.
(6) Includes 38,400 shares which Mr. Gorder has the right to acquire
within 60 days through the exercise of stock options.
(7) Includes 49,500 shares which Mr. Ryan has the right to acquire within 60
days through the exercise of stock options.
(8) Includes 17,100 shares which Mr. Bailliart has the right to acquire within
60 days through the exercise of stock options.
(9) Includes 28,088 shares which Mr. Deuer has the right to acquire within 60
days through the exercise of stock options.
(10) Includes 31,800 shares which Mr. Ross has the right to acquire within 60
days through the exercise of stock options.
(11) Includes 189,488 shares which executive officers have the right to acquire
within 60 days through the exercise of stock options.
Summary Compensation Table
The following table sets forth certain information concerning compensation
paid or accrued by the Corporation and its subsidiaries to the Corporation's
Chief Executive Officer and its next four most highly compensated executive
officers (the "Named Officers") for the years indicated. The table reflects a
three-for-two stock split of the Corporation's Common Shares declared by the
Board of Directors in April 1997 pursuant to which shareholders received on
June 27, 1997 one additional Common Share for every two Common Shares held of
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<PAGE>
record on June 10, 1997. Outstanding options to acquire Common Shares were
adjusted in accordance with their terms to reflect the stock split.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------ --------------------- All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- --------------------------- ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Stephen F. Ryan ................ 1997 $220,500 $ 70,000 -- $ 2,375(1)
President and Chief 1996 210,000 105,000 -- 2,375(1)
Executive Officer 1995 210,000 25,000 10,000 2,310(1)
Mark S. Gorder ................. 1997 $190,624 $ 52,000 -- $ 4,750(1)
Vice President of the .......... 1996 180,562 97,230 -- 4,750(1)
Corporation and 1995 173,429 70,282 10,000 4,620(1)
President of Resistance
Technology, Inc.
Christian Bailliart(2) ......... 1997 $129,010 $ 15,000 -- $ 5,900(3)
Vice President 1996 140,625 30,000 -- 6,560(3)
of the Corporation and 1995 144,578 15,000 6,000 6,107(3)
Chairman of Selas S.A.
James C. Deuer ................. 1997 $112,875 $ 50,000 -- $ 3,386(1)
Vice President 1996 107,500 25,000 -- 3,225(1)
of the Corporation and 1995 107,500 15,000 6,000 3,225(1)
President of Deuer
Manufacturing, Inc.
Robert W. Ross ................. 1997 $131,250 $ 28,000 -- $ 1,969(1)
Vice President and 1996 125,000 62,500 -- 1,875(1)
Chief Financial Officer 1995 125,000 15,000 8,000 1,725(1)
</TABLE>
- ------------
(1) Represents the Corporation's or a subsidiary's contributions to the Named
Officer's account under employee savings plans.
(2) Mr. Bailliart's salary and bonus, which were paid in French Francs, have
been translated into U.S. dollars for purposes of this presentation based
upon the average prevailing exchange rate for the applicable year.
(3) Represents amounts paid by the Corporation or its subsidiaries to obtain
insurance which provides coverage to Mr. Bailliart in the event Mr.
Bailliart's employment is terminated.
5
<PAGE>
Stock Option Table
The following table sets forth certain information with respect to the
number of unexercised options and the value of unexercised in-the-money options
at the 1997 fiscal year-end, respectively, held by Named Officers. No stock
options were granted to, or exercised by, Named Officers in fiscal 1997. The
table reflects a three-for-two stock split of Common Shares declared by the
Board of Directors in April 1997 pursuant to which shareholders received on
June 27, 1997 one additional Common Share for every two Common Shares held of
record on June 10, 1997. Outstanding options to acquire Common Shares were
adjusted in accordance with their terms to reflect the stock split.
Aggregated Option Exercises in 1997
and December 31, 1997 Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Covered by Unexercised In-the-Money Options
Options at December 31, 1997 at December 31, 1997(1)
------------------------------- ------------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Ryan ............. -- -- 49,500 11,250 $106,218 $ 39,937
Mark S. Gorder .............. -- -- 38,400 17,100 113,436 60,577
Christian Bailliart ......... -- -- 17,100 6,900 20,303 24,047
Robert W. Ross .............. -- -- 31,800 9,450 29,171 32,205
James C. Deuer .............. -- -- 28,088 6,900 42,153 24,047
</TABLE>
- ------------
(1) Represents the difference between the option exercise price and the fair
market value of the Corporation's Common Shares at December 31, 1997.
In-the-money options are those where the fair market value of the
underlying securities exceeds the exercise price of the option. The
closing price of the Corporation's Common Shares on December 31, 1997 was
$9.625 per share.
Change-of-Control Arrangements
Under agreements expiring December 31, 1998 with Messrs. Ryan, Deuer,
Gorder and Ross, the Corporation would be required to pay two years' salary to
them upon involuntary termination (defined to include a reduction in salary,
change of location or adverse change in responsibilities) following a hostile
change in control or hostile sale of substantial assets of the Corporation or,
in the case of Mr. Gorder, Resistance Technology, Inc. or, in the case of Mr.
Deuer, Deuer Manufacturing, Inc.
Retirement Plan
Contributions to the Corporation's Retirement Plan adopted in 1986
covering certain officers and salaried employees are not reflected in the
preceding executive compensation tables. The Corporation's Retirement Plan is a
funded, qualified, defined benefit pension plan that provides benefits for
eligible employees. The Corporation's Supplemental Retirement Plan, adopted in
1994, is a non-qualified supplemental plan that provides benefits that would
otherwise be denied to eligible employees by reason of certain Internal Revenue
Code limitations on qualified plan benefits. The following table shows the
estimated aggregate annual benefits, without
6
<PAGE>
offset for Social Security benefits, at normal retirement age payable under the
Corporation's Retirement Plan and the Supplemental Retirement Plan based upon
contributions both by the Corporation and the covered employee, assuming
election of payment in the form of an annuity for the employee's life.
Effective January 1, 1992, the Corporation eliminated the requirement for
employee contribution to the Retirement Plan. Annual benefits under the
Corporation's Retirement Plan and the Supplemental Retirement Plan are based
upon the average total eligible annual compensation for all eligible years of
employment.
<TABLE>
<CAPTION>
Average total eligible
annual compensation for Estimated annual retirement benefits of
all (or last 35) years of employment employment based on credited service of:
- -------------------------------------- ----------------------------------------------
10 years 15 years 20 years 25 years
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 50,000 $ 8,400 $12,600 $ 16,800 $ 21,000
100,000 17,400 26,100 34,800 43,500
150,000 26,400 39,600 52,800 66,000
200,000 35,400 53,100 70,800 88,500
250,000 44,400 66,600 88,800 111,000
300,000 53,400 80,100 106,800 133,500
</TABLE>
The estimated credited years of service under the pension plan for the Named
Officers were as follows: Mr. Ryan, 9; and Mr. Ross, 6. Mr. Bailliart, Mr.
Gorder and Mr. Deuer do not participate in the Retirement Plan or the
Supplemental Retirement Plan. The total amount payable annually under the
Corporation's Retirement Plan and Supplemental Retirement Plan is limited to an
amount specified in the Internal Revenue Code which is adjusted periodically.
For 1998, this maximum amount is $130,000.
Resistance Technology, Inc.
On October 20, 1993, the Corporation acquired all of the outstanding
common shares of Resistance Technology, Inc., a Minnesota corporation ("RTI").
At the time of consummation of the acquisition of RTI, RTI entered into a
five-year employment agreement with Mr. Gorder which provides for a minimum
base annual compensation of $160,706. Under such employment agreement and an
accompanying non-competition agreement between the Corporation and Mr. Gorder,
Mr. Gorder, who currently serves as vice president of the Corporation and
president of RTI, has agreed not to engage in certain activities which are
competitive with RTI for a period equal to the greater of (i) three years
following the termination of his employment by RTI or (ii) five years from the
date of his employment agreement.
Mr. Gorder is a general partner (with a one-third interest) of Arden
Partners I, L.L.P., a Minnesota limited liability partnership ("Arden") that
owns and leases to RTI under a lease entered into in October 1991, and amended
and restated effective November 1, 1996, one of RTI's two manufacturing
facilities. In connection with the RTI acquisition, Arden executed an agreement
with RTI to extend the term of such lease from November 1, 1996 to October 31,
2003 and to grant RTI two successive renewal term options of five years each.
Under this extension agreement, the base monthly rent during each extension
term is to be tied to the fair rental value at the commencement of the
applicable extension term. Under the current lease, RTI pays Arden a base
monthly rent of approximately $27,500.
7
<PAGE>
Notwithstanding any incorporation of future filings, including proxy
statements, by reference contained in any of the Corporation's previous filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934, the
following Compensation Committee Report and the Performance Graph on page 9
shall not be incorporated into any such filings. Such report and graph are not
to be deemed filed with the Securities and Exchange Commission and are not to
be regarded as proxy solicitation material.
Compensation Committee Report
The Corporation's compensation program for officers, which is administered
by the Compensation Committee of the Board of Directors, is designed to align a
significant portion of officer compensation with the Corporation's business
objectives and performance. The Compensation Committee consists of three
outside directors, none of whom has ever been an employee of the Corporation or
any of its subsidiaries.
The Corporation's officer compensation program is comprised of base
salary, potential annual cash incentive compensation and long-term incentive
compensation in the form of stock options. Officers are also covered under
medical, life insurance, pension and savings plans generally available to
employees of the Corporation or the business unit managed by the officer.
Through the use of data on comparable companies and its evaluation of
officers' performance, the Compensation Committee's objective is to recommend
to the Board of Directors the setting of total base salary and potential
incentive compensation for Mr. Ryan, the Corporation's Chief Executive Officer,
and other officers at levels designed to achieve the Corporation's objectives
of attracting, retaining, motivating and rewarding talented executives. The
Committee's philosophy is that a significant portion of the total potential
compensation of the Chief Executive Officer and other senior executives should
be leveraged to be dependent upon the degree of the Corporation's or a business
unit's financial success in a particular year. The bonus compensation paid to
Messrs. Ryan, Ross and Gorder in respect of 1997 was the result of the
achievement of specified financial performance targets and a discretionary
award based on corporate development objectives. The bonus compensation paid to
Mr. Deuer for 1997 was the result of the achievement of financial performance
targets. The incentive compensation paid to Mr. Bailliart in respect of 1997
was the result of a discretionary award.
In 1997, the Committee recommended to the Board of Directors and the Board
of Directors approved an incentive compensation program for 1997 that applied
financial performance measures and, in certain cases, management performance
objectives tailored to the nature of the particular business unit and the
desired contribution of that unit to the overall financial results of the
Corporation. In most instances, incentive compensation for the Corporation's
executive officers under this program was dependent significantly upon an
improvement of 1997 net income of the relevant business unit over the
corresponding net income for 1996. In all cases, incentive compensation was to
a significant degree dependent upon the achievement of financial performance
targets relating to a particular business unit or to the Corporation on a
consolidated basis.
The Corporation's stock option plan is its long-term incentive plan for
officers and key employees. The stock option plan is designed further to align
the interests of the Corporation's executives and its shareholders by creating
a direct link between long-term executive compensation and long-term increases
in shareholder values. Since all options are granted at fair market value at
the time of grant, there is no built-in profit and thus the value of the option
is tied solely and directly to increases in value of the Corporation's Common
Shares. Stock options are granted to the Corporation's officers from time to
time as deemed appropriate by the Committee based on various factors, including
particularly the executive's ability to influence the Corporation's long-term
growth and profitability.
8
<PAGE>
The Compensation Committee periodically reviews the base compensation of
the Corporation's officers. At the end of 1997, based on various factors,
including the Committee's views as to percentage increases in the salaries of
chief executive officers of companies comparable, in the judgment of the
Committee, to the Corporation, the Committee recommended that Mr. Ryan's base
annual rate of compensation for 1998 be increased by 5%.
THE COMPENSATION COMMITTEE
Roy C. Carriker, Chairman
Francis J. Dunleavy
Ralph R. Whitney, Jr.
Performance Graph
The following graph shows the cumulative total return for the last five
years, calculated as of December 31 of each such year, for the Corporation's
Common Shares, the Standard & Poor's 500 Index and the American Stock Exchange
Market Value Index. The graph assumes that the value of the investment in each
of the three was $100 at December 31, 1992 and that all dividends were
reinvested. In the performance graph in the Corporation's proxy statement for
its 1997 Annual Meeting of Shareholders, the Corporation presented the
cumulative return of the American Stock Exchange Capital Goods Index rather
than the American Stock Exchange Market Value Index presented below. The
Corporation has changed the comparative index because the American Stock
Exchange Capital Goods Index is no longer published or available.
300-------------------------------------------------------------------------
250---------------------------------------------------------------------+---
D
O 200-------------------------------------------------------------------------
L +
L #
A 150----------------------------------------+-------------@------------------
R # # @
S @#+ #+
100@#+----------------------------------------------------------------------
@ @
50-------------------------------------------------------------------------
0-------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
Base
Year
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
@ = Selas $100 $120 $88 $89 $159 $136
# = AMEX Market Value* 100 120 109 137 146 177
+ = S&P 500 Index 100 111 112 154 190 253
* Note, the AMEX capital goods index which was used in past years has been
discontinued as the AMEX stopped calculating the index in 1997.
9
<PAGE>
Board and Committee Matters
The Corporation's Board of Directors met nine times in 1997. Directors who
are not officers of the Corporation receive an annual retainer of $20,000 plus
$800 per Board or Committee meeting attended on a particular day and $400 for
each additional Board or Committee meeting attended on the same day.
The Board of Directors has standing Audit and Compensation Committees.
There is no standing Nominating Committee.
The Audit Committee, comprised of Mr. Austin, Chairman, and Mr. Bissinger,
met two times in 1997. The Audit Committee receives information from the
outside auditors and from management of the Corporation relating to the
Corporation's financial statements and considers recommendations of the
auditors and financial management as to audit and accounting matters.
The Compensation Committee, comprised of Mr. Carriker, Chairman, and
Messrs. Dunleavy and Whitney, met three times during 1997. The Compensation
Committee reviews and makes recommendations to the Board of Directors
concerning officer compensation and officer and employee bonus programs and
administers the Corporation's Amended and Restated 1994 Stock Option Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors and persons who own more than
ten percent of a registered class of the Corporation's equity securities
(collectively, the "reporting persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to furnish
the Corporation with copies of these reports.
Based on the Corporation's review of the copies of these reports received
by it, and written representations, if any, received from reporting persons
with respect to the filing of reports of Forms 3, 4 and 5, the Corporation
believes that all filings required to be made by the reporting persons for
fiscal 1997 were made on a timely basis.
Shareholder Proposals
Under Securities and Exchange Commission rules, certain shareholder
proposals may be included in the Corporation's proxy statement. Any shareholder
desiring to have such a proposal included in the Corporation's proxy statement
for the Annual Meeting to be held in 1999 must deliver a proposal in full
compliance with Rule 14a-8 under the Securities Exchange Act of 1934 to the
Corporation's executive offices not later than November 19, 1998.
Other Matters
The management of the Corporation knows of no matters other than those
stated above to come before the meeting. However, if any other matters should
properly come before the meeting, the enclosed proxy confers discretionary
authority with respect thereto.
The cost of printing and mailing this notice and soliciting the proxies is
to be borne by the Corporation. Employees of the Corporation may solicit
proxies by personal interview, mail, telephone and telegraph. The
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<PAGE>
Corporation has retained Hill and Knowlton, Inc. to assist in the solicitation
of proxies at an estimated cost of approximately $3,000 plus expenses. The
Corporation will request brokerage houses and other nominees to forward
soliciting material to the beneficial owners of the shares held of record by
such persons. The Corporation will reimburse them for their expenses in doing
so.
Robert W. Ross
Secretary
11
<PAGE>
SELAS CORPORATION OF AMERICA
DRESHER, PENNSYLVANIA 19025
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints STEPHEN F. RYAN
AND ROBERT W. ROSS, and either of them, with full power of substitution, as
proxies and hereby authorizes them to represent and to vote all the Common
Shares of Selas Corporation of America held of record by the undersigned on
March 9, 1998 at the annual meeting of shareholders to be held on April 21,
1998 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
(continued on reverse side)
* FOLD AND DETACH HERE *
<PAGE>
Please mark
your votes as
indicated in
this example
/X/
1. ELECTION OF DIRECTORS.
The nominees for election are Mark S. Gorder and Stephen F. Ryan
FOR all nominees Withhold Authority To withhold authority to vote
listed above (except to vote for all for any individual nominee,
as marked to the nominees listed write that nominee's name in
contrary at the right) above the space provided below.
/ / / /
-----------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE AUDITORS OF THE CORPORATION.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before
the meeting.
THE SHARES REPRESENTED BY THIS PROXY,
DULY EXECUTED, WILL BE VOTED AS
INSTRUCTED ABOVE. IF INSTRUCTIONS ARE
NOT GIVEN, THEY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AS SET FORTH IN
THE CORPORATION'S PROXY STATEMENT AND
FOR RATIFICATION OF THE APPOINTMENT OF
AUDITORS.
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Signature
Your signature should appear exactly as
your name appears in the space to the
left. For joint accounts, any co-owner
may sign. When signing in a fiduciary or
representative capacity, please give
your full title as such.
Date , 1998
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* FOLD AND DETACH HERE *
