<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
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[GRAPHIC OMITTED]
SELAS CORPORATION OF AMERICA
2034 Limekiln Pike
Dresher, Pennsylvania 19025
March 17, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2000
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 18, 2000, 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, 2000; 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 7, 2000,
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 7, 2000, as the record date for determination of the shareholders
entitled to vote at the Annual Meeting. As of March 7, 2000, there were
5,125,014 common shares outstanding, each of which is entitled to one vote on
all matters to be presented at the meeting. The annual report of the
Corporation, including consolidated financial statements, for the year ended
December 31, 1999, 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 currently consists of six 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 Frederick L. Bissinger and Roy C. Carriker, the
two directors whose terms expire at the 2000 annual meeting, to be nominated
for re-election at the 2000 annual meeting, to serve until the annual meeting
in 2003 and until their respective successors have been duly elected and have
qualified. If either of the nominees should be unavailable on April 18, 2000,
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 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. (71), retired President and Chief Operating Officer of 1991 2002
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 (89), retired Vice Chairman of Allied Chemical 1974 2000
Corporation (now known as Allied-Signal Corporation).
Roy C. Carriker (62), President and Chief Operating Officer of TFX Ser- 1991 2000
matech, a Teleflex Incorporated Group.
Mark S. Gorder (53), 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 (65), Vice Chairman of Crown Cork & Seal Company Inc., 1998 2001
and Director from 1987 to February, 2002. 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 (64), 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.
</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 2000. 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 2000
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 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 March 1, 2000,
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, 2000, concerning such beneficial ownership of 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. ...................................... 414,500(2) 8.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Kennedy Capital Management, Inc. ..................................... 414,950(3) 8.1%
10829 Olive Boulevard
St. Louis, MO 63141-7739
John H. Austin, Jr., Director ........................................ 6,333(4) *
Frederick L. Bissinger, Director ..................................... 12,333(5) *
Roy C. Carriker, Director ............................................ 4,833(6) *
Mark S. Gorder, Director and Vice President(7) ....................... 321,150(8) 6.2%
Michael J. McKenna, Director ......................................... 7,167(9) *
Stephen F. Ryan, Director, Chairman, President
and Chief Executive Officer ......................................... 141,750(10) 2.7%
James C. Deuer, Vice President ....................................... 70,199(11) 1.4%
Robert W. Ross, Vice President and Secretary ......................... 48,150(12) *
Christian Bailliart, Vice President(13) .............................. 25,200(14) *
All Directors and Executive Officers as a Group (10 persons) ......... 684,695(15) 12.6%
</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
414,500 shares and sole investment power with respect to 414,500 shares.
(3) Kennedy Capital Management, Inc., a registered investment advisor, has
reported sole voting power with respect to 414,950 shares and sole
investment power with respect to 414,950 shares.
(4) Includes 3,333 shares which Mr. Austin has the right to acquire within 60
days through the exercise of stock options.
(5) Includes 3,333 shares which Mr. Bissinger has the right to acquire within
60 days through the exercise of stock options.
(6) Includes 3,333 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 56,500 shares which Mr. Gorder has the right to acquire within 60
days through the exercise of stock options.
(9) Includes 1,667 shares which Mr. McKenna has the right to acquire within 60
days through the exercise of stock options.
(10) Includes 120,750 shares which Mr. Ryan has the right to acquire within 60
days through the exercise of stock options.
(11) Includes 32,700 shares which Mr. Deuer has the right to acquire within 60
days through the exercise of stock options.
(12) Includes 47,850 shares which Mr. Ross has the right to acquire within 60
days through the exercise of stock options.
(13) Mr. Bailliart, whose business address is Parc Technologique des
Barbanniers, 3/5 Place du Village, Gennevilliers Cedex, France 92632, is
also Chairman of Selas S.A., a wholly-owned subsidiary of the Corporation.
(14) Includes 25,200 shares which Mr. Bailliart has the right to acquire within
60 days through the exercise of stock options.
(15) Includes 297,746 shares which directors and executive officers 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
Name and Principal Position Year Salary($) Bonus ($) Options(#) Compensation(1)($)
- -------------------------------- ------ ----------- ----------- --------------------- -------------------
<S> <C> <C> <C> <C> <C>
Stephen F. Ryan ................ 1999 260,000 -- -- 2,400
Chairman, President and 1998 231,525 -- 75,000 2,500
Chief Executive Officer 1997 220,500 70,000 -- 2,375
Mark S. Gorder ................. 1999 201,296 -- -- 4,800
Vice President of the 1998 197,203 -- 10,000 5,000
Corporation and President 1997 190,624 52,000 -- 4,750
of Resistance
Technology, Inc.
James C. Deuer ................. 1999 130,371 65,285 -- 3,345
Vice President of the 1998 117,868 58,934 7,500 3,335
Corporation and President of 1997 112,875 50,000 -- 3,386
Deuer Manufacturing, Inc.
Robert W. Ross ................. 1999 165,000 -- -- 2,400
Vice President, Secretary of the 1998 137,813 -- 35,000 2,067
Corporation and President of 1997 131,250 28,000 -- 1,969
the Heat Technology Group
Christian Bailliart(2) 1999 141,000 -- -- 5,950(3)
Vice President of the 1998 133,261 -- 7,500 6,821(3)
Corporation and Chairman of 1997 129,010 15,000 -- 5,900(3)
Selas S.A.
</TABLE>
- ------------
(1) Except for Mr. Bailliart, 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
No stock options were granted to Named Officers in fiscal 1999. The
following table sets forth certain information about the number of options
exercised in fiscal 1999 and the number of unexercised options and the value of
unexercised in-the-money options at the 1999 fiscal year end held by Named
Officers.
Aggregated Option Exercises in 1999
And December 31, 1999 Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Covered by Unexercised at In-the-Money Options at
Acquired Options at December 31, 1999 December 31, 1999(1)
on Value ------------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------- ---------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Ryan ............. 11,000 $22,896 83,250 40,500 $16,000 $4,000
Mark S. Gorder .............. -- -- 54,500 11,000 16,000 4,000
Robert W. Ross .............. -- -- 45,850 30,400 12,800 3,200
Christian Bailliart ......... -- -- 23,700 7,800 9,600 2,400
James C. Deuer .............. 3,488 5,813 31,200 7,800 9,600 2,400
</TABLE>
- ------------
(1) Represents the difference between the option exercise price and the fair
market value of the Corporation's common shares at December 31, 1999.
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, 1999, was
$6.6875 per share.
Change-of-Control Arrangements
Under agreements expiring December 31, 2000, 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 Plan is
equal to 40% of the average of the employee's base salary for the three years
prior to retirement. Assuming no annual salary increases and continued service
until normal retirement, the total annual benefit payable as a life annuity to
Mr. Ryan would be $98,448, and to Mr. Ross would be $66,000.
Resistance Technology, Inc.
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 October, 1991, and
6
<PAGE>
amended and restated effective November 1, 1996, one of RTI's 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 the 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.
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 two outside
directors, none of whom has ever been an employee of the Corporation or any of
its subsidiaries.
The Corporation's officer compensation program consists 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 1999, the Committee recommended to the Board of Directors and the Board
of Directors approved an incentive compensation program for 1999 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, a significant portion of the potential 1999
incentive compensation for the Corporation's executive officers under this
program was dependent upon an improvement of 1999 net income of the relevant
business unit over the corresponding net income for 1998. In all cases,
incentive compensation was substantially 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 1999 was based upon the financial performance of the Deuer Manufacturing
business unit.
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
7
<PAGE>
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. In December, 1999, the Committee recommended to the
Board of Directors and the Board of Directors approved the engagement of a
compensation consultant to assist the Committee in this review for the year
2000. The consultant's report indicated that the base salaries of certain
officers of the Corporation were somewhat below base salaries for persons with
similar positions in other companies that the Committee judged were comparable
to the Corporation. In February, 2000, based on various factors, including the
Committee's review of the consultant's report, the Committee recommended Mr.
Ryan's base annual rate of compensation for 2000 be adjusted (effective January
1, 2000) to $285,000.
THE COMPENSATION COMMITTEE
Roy C. Carriker, Chairman
Michael J. McKenna
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, 1994 and that all dividends were
reinvested.
400 |------------------------------------------------------------------|
| |
| * |
350 |------------------------------------------------------------------|
| |
| |
D 300 |------------------------------------------------------------------|
| * |
O | |
250 |------------------------------------------------------------------|
L | * |
| & |
L 200 |------------------------------------------------------------------|
| # |
A | * & & |
150 |-------------------------------------#----------------------------|
R | * & # |
| & # |
S 100 |#*&------------#--------------------------------------------------|
| |
| |
50 |------------------------------------------------------------------|
| |
| |
0 ------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
Base
Year
# $100 $101 $181 $155 $135 $112
* 100 138 169 225 290 352
& 100 126 134 158 159 202
Board and Committee Matters
The Corporation's Board of Directors met seven times in 1999. 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 and Carriker 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, consisting of Mr. Austin, Chairman, and Mr.
Bissinger, met two times in 1999. 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, consisting of Mr. Carriker, Chairman, and Mr.
McKenna, met two times during 1999. 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 1999
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
of the Annual Meeting to be held in 2001 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 17, 2000.
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 proxies will
be borne by the Corporation. Employees of the Corporation may solicit proxies
by personal interview, mail, telephone and other methods. The Corporation has
retained the Altman Group to assist in the solicitation of proxies at an
estimated cost of $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 7, 2000, at the annual meeting of shareholders to be held on April 18,
2000, 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 Frederick L. Bissinger
and Roy C. Carriker.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees Withhold Authority To withhold authority to vote for any
listed above (except to vote for all individual nominee, write that
as marked to the nominees listed nominee's name in the space provided
contrary at the right) above. below.
| | | | -------------------------------------
</TABLE>
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 ___________________________ , 2000
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
