<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)
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(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:
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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):
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4) Proposed maximum aggregate value of transaction:
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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:
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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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[GRAPHIC OMITTED]
SELAS CORPORATION OF AMERICA
2034 Limekiln Pike
Dresher, Pennsylvania 19025
March 18, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1999
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 20, 1999 at 2:00 p.m. for the
following purposes:
(1) Election of directors;
(2) Ratification of the appointment of KPMG LLP as the Corporation's
auditors for the year ending December 31, 1999; 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, 1999 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, 1999 as the record date for determination of the shareholders entitled
to vote at the Annual Meeting. As of March 9, 1999, there were 5,260,004 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 18, 1999. The annual report of the
Corporation, including consolidated financial statements, for the year ended
December 31, 1998, on which no action will be requested at the annual meeting,
is included herewith. It is not to be regarded as proxy solicitation material.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of seven members divided into
three classes. On June 16, 1998, the Board of Directors elected Michael J.
McKenna to the Board with a term to expire at the Annual Meeting of Shareholders
in 2001.
The Board intends to cause Messrs. John H. Austin, Jr. and Ralph R.
Whitney, Jr., the two directors whose terms expire at the 1999 Annual Meeting,
to be nominated for re-election at the 1999 Annual Meeting to serve until the
Annual Meeting in 2002 and until their respective successors have been duly
elected and have qualified. If either of the nominees should be unavailable on
April 20, 1999, the persons named in the proxy may vote the proxies for such
other person as they may choose, unless the Board of Directors 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. (70), Retired President and Chief Operating Officer of 1991 1999
Philadelphia Electric Company (now known as PECO Energy). Mr.
Austin also served as a director of the Corporation from 1972 to 1987.
Frederick L. Bissinger (88), Retired Vice Chairman of Allied Chemical 1974 2000
Corporation (now known as Allied-Signal Corporation).
Roy C. Carriker (61), President and Chief Operating Officer of TFX 1991 2000
Sermatech, a Teleflex Incorporated Group.
Mark S. Gorder (52), Vice President of the Corporation, President and 1996 2001
Chief Executive Officer of Resistance Technology, Inc., a subsidiary of
the Corporation since 1993.
Michael J. McKenna (64), Vice Chairman of the Board of Directors and 1998 2001
Director of Crown Cork & Seal Company, Inc. From 1995 to 1998,
President and Chief Operating Officer and, prior to 1995, Executive
Vice President and President of North American Division, of Crown
Cork & Seal Company, Inc.
Stephen F. Ryan (63), Chairman of the Board of Directors of the Corpo- 1989 2001
ration since 1998 and President and Chief Executive Officer of the Cor-
poration since May 1988.
Ralph R. Whitney, Jr. (64), 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 LLP as the Corporation's
auditors for 1999. KPMG 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 LLP as the Corporation's auditors for 1999
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 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, 1998
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 February 15, 1999 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.
<TABLE>
<CAPTION>
Number of Percent
Name Shares(1) of Class
- ---------------------------------------------------------------------- ------------------ ---------
<S> <C> <C>
Dimensional Fund Advisors, Inc. ...................................... 379,250(2) 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Kennedy Capital Management, Inc. ..................................... 417,050(3) 7.9%
10829 Olive Boulevard
St. Louis, MO 63141-7739
John H. Austin, Jr., Director ........................................ 4,667(4) *
Frederick L. Bissinger, Director ..................................... 10,667(5) *
Roy C. Carriker, Director ............................................ 3,167(6) *
Mark S. Gorder, Director and Vice President(7) ....................... 316,150(8) 6.2%
Michael J. McKenna, Director ......................................... 3,000 *
Stephen F. Ryan, Director, Chairman, President and
Chief Executive Officer ............................................. 101,250(9) 1.9%
Ralph R. Whitney, Jr., Director ...................................... 31,667(10) *
Frank J. Boyle, Vice President Sales and Engineering(11) ............. 27,900(12) *
James C. Deuer, Vice President ....................................... 66,900(13) 1.3%
Robert W. Ross, Vice President and Secretary ......................... 38,750(14) *
All Directors and Executive Officers as a Group (12 persons) ......... 645,258(15) 11.7%
</TABLE>
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* 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
379,250 shares and sole investment power with respect to 379,250 shares.
(3) Kennedy Capital Management, Inc., a registered investment advisor, has
reported sole voting power with respect to 417,050 shares and sole
investment power with respect to 417,050 shares.
(4) Includes 1,667 shares which Mr. Austin has the right to acquire within 60
days through the exercise of stock options.
(5) Includes 1,667 shares which Mr. Bissinger has the right to acquire within
60 days through the exercise of stock options.
(6) Includes 1,667 shares which Mr. Carriker has the right to acquire within 60
days through the exercise of stock options.
(7) 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.
(8) Includes 51,500 shares which Mr. Gorder has the right to acquire within 60
days through the exercise of stock options.
(9) Includes 91,250 shares which Mr. Ryan has the right to acquire within 60
days through the exercise of stock options.
(10) Includes 1,667 shares which Mr. Whitney has the right to acquire within 60
days through the exercise of stock options.
(11) Mr. Boyle retired as an officer and employee of the Corporation on January
31, 1999.
(12) Includes 28,900 shares which Mr. Boyle has the right to acquire within 60
days through the exercise of stock options.
(13) Includes 32,888 shares which Mr. Deuer has the right to acquire within 60
days through the exercise of stock options.
(14) Includes 38,450 shares which Mr. Ross has the right to acquire within 60
days through the exercise of stock options.
(15) Includes 273,696 shares which directors and executive officers (including
Mr. Boyle, who has recently retired) have the right to acquire within 60
days through the exercise of stock options.
4
<PAGE>
Executive Compensation
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.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------- --------------------- All Other(1)
Name and Principal Position Year Salary Bonus Options(#) Compensation
- -------------------------------- ------ ----------- ----------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
Stephen F. Ryan ................ 1998 $231,525 -- 75,000 $2,500
Chairman, President and 1997 220,500 $ 70,000 -- 2,375
Chief Executive Officer 1996 210,000 105,000 -- 2,375
Mark S. Gorder ................. 1998 $197,203 -- 10,000 $5,000
Vice President of the 1997 190,624 $ 52,000 -- 4,750
Corporation and President of 1996 180,562 97,230 -- 4,750
Resistance Technology, Inc.
Robert W. Ross ................. 1998 $137,813 -- 35,000 $2,067
Vice President, Secretary of the 1997 131,250 $ 28,000 -- 1,969
Corporation and President of 1996 125,000 62,500 -- 1,875
Heat Technology Group
Frank J. Boyle ................. 1998 $121,275 $ 30,319 5,000 $1,819
Vice President, Sales 1997 115,500 25,000 -- 1,733
and Engineering(2) 1996 110,000 55,000 -- 1,650
James C. Deuer ................. 1998 $117,868 58,934 7,500 $3,335
Vice President of the 1997 112,875 50,000 -- 3,386
Corporation and President of 1996 107,500 25,000 -- 3,225
Deuer Manufacturing, Inc.
</TABLE>
- ------------
(1) Represents the Corporation's or a subsidiary's contributions to the Named
Officer's account under employee savings plans.
(2) Mr. Boyle retired as an officer and employee of the Corporation on January
31, 1999.
5
<PAGE>
Stock Option Tables
The following tables set forth certain information with respect to stock
option grants by the Corporation to the Named Officers in fiscal 1998 and the
number of unexercised options and the value of unexercised in-the-money options
at the 1998 fiscal year-end, respectively, held by Named Officers.
Option Grants in 1998
<TABLE>
<CAPTION>
% of Total
Options Potential Realizable Value
Granted to at Assumed Annual Rates
Options Employees Exercise Price Expiration of Stock Appreciation
Name Granted in 1998(1) Per Share Date for Option Term(2)
- ------------------------- --------- ------------ ---------------- ------------ ---------------------------
5% 10%
----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Ryan ......... 75,000 37.5% $ 10.5000 03/04/08 $495,255 $1,255,072
Mark S. Gorder .......... 10,000 5.0 9.4375 04/21/08 59,352 150,409
Robert W. Ross .......... 10,000 5.0 9.4375 04/21/08 59,352 150,409
Robert W. Ross .......... 25,000 12.5 7.7500 12/15/08 121,848 308,788
Frank J. Boyle .......... 5,000 2.5 9.4375 04/21/08 29,676 75,205
James C. Deuer .......... 7,500 3.8 9.4375 04/21/08 44,514 112,807
</TABLE>
- ------------
(1) During 1998, the Corporation granted options to purchase a total of 200,000
Common Shares under the Corporation's 1994 Amended and Restated Stock
Option Plan.
(2) These amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date.
Aggregated Option Exercises in 1998
and December 31, 1998 Option Values
<TABLE>
<CAPTION>
Number of Shares Covered Value of Unexercised
by Unexercised Options at In-the-Money Options at
December 31, 1998 December 31, 1998(1)
------------------------------- ------------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Ryan ......... 1,000 $3,854 53,750 81,000 $75,333 $17,375
Mark S. Gorder .......... -- -- 49,500 16,000 78,939 17,375
Robert W. Ross .......... -- -- 36,450 39,800 20,850 26,400
Frank J. Boyle .......... -- -- 27,900 8,600 15,637 10,425
James C. Deuer .......... -- -- 31,388 11,100 31,261 10,425
</TABLE>
- ------------
(1) Represents the difference between the option exercise price and the fair
market value of the Corporation's Common Shares at December 31, 1998.
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, 1998 was $8.25 per share.
6
<PAGE>
Change-of-Control Arrangements
Under agreements expiring December 31, 1999 with Messrs. Ryan, Gorder, Ross
and Deuer, 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. In the case of Messrs. Ryan and Ross,
the Supplemental Retirement Plan provides an additional benefit such that the
aggregate annual benefit payable as a single life annuity under the Plans is an
amount equal to 40% of the average of the employee's base salary for the three
years prior to retirement. Assuming annual salary increases at 5% and continued
service until normal retirement, the total annual benefit payable as a life
annuity to Mr. Ross would be $104,029, and to Mr. Ryan, it would be $97,318.
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 provided 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,
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.
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.
7
<PAGE>
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.
In 1998, the Committee recommended to the Board of Directors and the Board
of Directors approved an incentive compensation program for 1998 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, potential 1998 incentive compensation for the
Corporation's executive officers under this program was dependent significantly
upon an improvement of 1998 net income of the relevant business unit over the
corresponding net income for 1997. 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 bonus compensation paid to Mr. Deuer for 1998 was based
upon the financial performance of the Deuer Manufacturing business unit. The
bonus compensation paid to Mr. Boyle for 1998 was the result of a discretionary
award.
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.
The Compensation Committee periodically reviews the base compensation of
the Corporation's officers. At the end of 1998, based on various factors,
including the Committee's views as to the base 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 1999 be adjusted to $260,000.
THE COMPENSATION COMMITTEE
Roy C. Carriker, Chairman
Michael J. McKenna
Ralph R. Whitney, Jr.
8
<PAGE>
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, 1993 and that all dividends were
reinvested.
350 |------------------------------------------------------------------|
| |
| |
D 300 |------------------------------------------------------------------|
| * |
O | |
250 |------------------------------------------------------------------|
L | |
| * |
L 200 |------------------------------------------------------------------|
| * |
A | |
150 |------------------------------------------------------------------|
R | * # & & |
| * # & # |
S 100 |#*&---------------------------------------------------------------|
| & & # |
| # |
50 |------------------------------------------------------------------|
| |
| |
0 ------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
# $100 $ 73 $ 74 $132 $113 $ 99
* 100 101 139 171 228 294
& 100 91 115 122 143 144
Board and Committee Matters
The Corporation's Board of Directors met seven times in 1998. 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. Under the
Corporation's Non-Employee Directors Stock Option Plan adopted in 1998,
directors who are not employees of the Corporation or any of its subsidiaries
receive an automatic one-time grant of an option to acquire 5,000 Common Shares
of the Corporation upon their initial election or appointment to the Board of
Directors. Messrs. Austin, Bissinger, Carriker and Whitney received a one-time
grant of an option to acquire 5,000 Common Shares under the Plan the day
following its adoption in 1998 and Mr. McKenna received a one-time grant of an
option under the Plan upon his appointment to the Board of Directors in June
1998.
The Board of Directors has standing Audit and Compensation Committees.
There is no standing Nominating Committee.
9
<PAGE>
The Audit Committee, comprised of Mr. Austin, Chairman, and Mr. Bissinger,
met two times in 1998. 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, Mr.
McKenna and Mr. Whitney, met three times during 1998. 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 and the Non-Employee
Directors 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 1998
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 2000 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 18, 1999.
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 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
10
<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, 1999 at the annual meeting of shareholders to be held on April 20, 1999
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 | X | indicated in
----- this example.
1. ELECTION OF DIRECTORS.The nominees for election are John H. Austin, Jr. and
Ralph R. Whitney, Jr.
For all nominees Withhold Authority
listed above (except to vote for all
as marked to the nominees listed
contrary at the right) above.
----- -----
| | | |
----- -----
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 , 1999
----------------------------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
