<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
ARKANSAS BEST CORPORATION
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE> 2
ARKANSAS BEST CORPORATION
(Logo)
April 9, 1999
To the Stockholders of Arkansas Best Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders of
Arkansas Best Corporation on Thursday, May 6, 1999 at 9:00 a.m. at 3801 Old
Greenwood Road, Fort Smith, Arkansas 72903. A notice of the meeting, a proxy
card and a proxy statement containing information about the matters to be acted
upon are enclosed. It is important that your shares be represented at the
meeting. We look forward to the Annual Meeting of Stockholders and we hope you
will attend the meeting or be represented by proxy.
WE URGE YOU TO SIGN AND DATE YOUR ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN
THE ENCLOSED PRE-ADDRESSED, POSTAGE-PAID ENVELOPE EVEN IF YOU ARE PLANNING TO
ATTEND THE MEETING.
/s/William A. Marquard /s/Robert A. Young III
William A. Marquard Robert A. Young III
Chairman of the Board President-Chief Executive Officer
ARKANSAS BEST CORPORATION, POST OFFICE BOX 10048
FORT SMITH, ARKANSAS 72917-0048
<PAGE> 3
ARKANSAS BEST CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1999
To the Stockholders:
The Annual Meeting of Stockholders of Arkansas Best Corporation, a Delaware
corporation, will be held at 3801 Old Greenwood Road, Fort Smith, Arkansas
72903 on Thursday, May 6, 1999 at 9:00 a.m. for the following purposes:
I. To elect two Class I directors for terms to expire at the 2002 Annual
Meeting of Stockholders;
II. To ratify the appointment of Ernst & Young LLP as independent auditors
for fiscal year 1999;
III. To act upon such other matters as may properly be brought before the
meeting affecting the business and affairs of the Company.
Only stockholders of record at the close of business on March 9, 1999 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
PLEASE COMPLETE, SIGN AND DATE YOUR ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors,
/s/Richard F. Cooper
Fort Smith, Arkansas Richard F. Cooper
April 9, 1999 Secretary
<PAGE> 4
ARKANSAS BEST CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Arkansas Best
Corporation ("ABC" or the "Company"), in connection with the solicitation of
proxies on behalf of the ABC Board of Directors (the "Board") to be voted at
the Annual Meeting of Stockholders on May 6, 1999 ("1999 Annual Meeting") for
the purposes set forth in the accompanying Notice of Meeting. This Proxy
Statement and Notice of Meeting, the related proxy card and the 1998 Annual
Report to Stockholders are being mailed to stockholders beginning on or about
April 9, 1999. ABC's principal place of business is 3801 Old Greenwood Road,
Fort Smith, Arkansas 72903, and its telephone number is 501/785-6000.
RECORD DATE
The Board has fixed the close of business on March 9, 1999 as the record date
for the 1999 Annual Meeting. Only stockholders of record on that date will be
entitled to vote at the meeting in person or by proxy.
PROXIES
The proxy named on the enclosed proxy card was appointed by the Board to vote
the shares represented by the proxy card. Upon receipt by the Company of a
properly signed and dated proxy card, the shares represented thereby will be
voted in accordance with the instructions on the proxy card. If a stockholder
does not return a signed proxy card, his or her shares cannot be voted by
proxy. Stockholders are urged to mark the ovals on the proxy card to show how
their shares are to be voted. If a stockholder returns a signed proxy card
without marking the ovals, the shares represented by the proxy card will be
voted as recommended by the Board herein and in the proxy card. The proxy card
also confers discretionary authority to the proxy to vote on any other matter
not presently known to management that may properly come before the meeting.
Any proxy delivered pursuant to this solicitation is revocable at the option of
the person(s) executing the same (i) upon receipt by the Company before the
proxy is voted of a duly executed proxy bearing a later date, (ii) by written
notice of revocation to the Secretary of the Company received before the proxy
is voted or (iii) by such person(s) voting in person at the 1999 Annual
Meeting.
VOTING SHARES
On the record date, there were 19,615,373 shares of common stock outstanding
and entitled to vote ("Common Stock"). Each share of Common Stock is entitled
to one vote. The holders in person or by proxy of a majority of the total
number of the shares of Common Stock shall constitute a quorum for purposes of
the 1999 Annual Meeting.
<PAGE> 5
PROPOSAL I. ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL I.
The Board is divided into three classes of directorships, with directors in
each class serving staggered three-year terms. At each annual meeting of
stockholders, the terms of directors in one of the three classes expire. At
that annual meeting of stockholders, directors are elected in a class to
succeed the directors whose terms expire, the terms of the directors so elected
to expire at the third annual meeting of stockholders thereafter. Pursuant to
the Company's Certificate of Incorporation, the Board has fixed the number of
directorships at six: two in the class to be elected at the 1999 Annual Meeting
of Stockholders whose members' terms will expire at the 2002 Annual Meeting of
Stockholders, two in the class whose members' terms will expire at the 2000
Annual Meeting of Stockholders, and two in the class whose members' terms will
expire at the 2001 Annual Meeting of Stockholders.
It is intended that the shares represented by the accompanying proxy will be
voted at the 1999 Annual Meeting for the election of nominees William A.
Marquard and Alan J. Zakon as the two directors in the class of directorships
whose members' terms will expire in 2002, unless the proxy specifies otherwise.
Each nominee has indicated his willingness to serve as a member of the Board,
if elected.
If, for any reason not presently known, either Messrs. Marquard or Zakon will
not be available for election at the time of the 1999 Annual Meeting, the
shares represented by the accompanying proxy may be voted for the election in
his/their stead of substitute nominee(s) designated by the Board or a committee
thereof, unless the proxy withholds authority to vote for all nominees.
Assuming the presence of a quorum, to be elected a nominee must receive the
affirmative vote of the holders of a majority of the Common Stock present, in
person or by proxy, at the 1999 Annual Meeting.
DIRECTORS OF THE COMPANY
The following information relates to the nominees named above and to the other
persons whose terms as directors will continue after the 1999 Annual Meeting.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NAME AGE BUSINESS EXPERIENCE
- ---------------------------------------- ------ ---------------------------------------------------------------------------
<S> <C> <C>
CLASS I -- TERM EXPIRES MAY 1999
William A. Marquard .................. 79 Mr. Marquard has been Chairman of the Board and a Director of the
Company since November 1988 and a Director of Treadco, Inc. since June
1991. In April 1992, Mr. Marquard was elected as a Director of the
Board of Kelso & Company, Inc. From 1971 to 1983, Mr. Marquard was
President and Chief Executive Officer of American Standard Inc. and
from 1979 to 1985, he was Chairman of the Board of American Standard
Inc. Mr. Marquard resumed his position as Chairman of the Board of
American Standard Inc. in February 1989 until March 31, 1992 when he
was named Chairman Emeritus. Mr. Marquard also became Chairman of the
Board of ASI Holding Corporation in February 1989 until March 31,
1992, when he was named Chairman Emeritus. Mr. Marquard is Chairman of
the Board of Mosler, Inc., and a Director of Earle M. Jorgensen Co.,
and EarthShell Container Corporation.
Alan J. Zakon, Ph.D................... 63 Dr. Zakon has been a Director of the Company since February 1993. Dr.
Zakon was a Managing Director of Bankers Trust Company through March,
1995, for which he previously served as Chairman, Strategic Policy
Committee from 1989 to 1990. From 1980 to 1986, Dr. Zakon was
President of Boston Consulting Group before being named its Chairman
in 1986, having previously served as Consultant from 1967 to 1969 and
Vice President from
</TABLE>
(2)
<PAGE> 6
<TABLE>
<CAPTION>
- ------------------------------------------ ---------- ------------------------------------------------------------------
NAME AGE BUSINESS EXPERIENCE
- ------------------------------------------ ---------- ------------------------------------------------------------------
<S> <C> <C>
1969 to 1980. Dr. Zakon is currently serving as a member of the Board
of Directors of several companies, including Micro-Financial, and
Chairman of the Executive Committee of the Board of Autotote
Corporation, and is a former member of the Advisory Committee to the
Stanford University Graduate School of Business.
CLASS II -- TERM EXPIRES MAY 2000
Arthur J. Fritz, Jr. ................. 58 Mr. Fritz has been a Director of the Company since April 1989. From
1971 to 1986, Mr. Fritz was President of Fritz Companies, Inc. and its
Chairman from 1986 to 1988. Mr. Fritz has served as Chairman of JABAR
Enterprises since October 1988 and is a Director of Intercargo
Corporation. Mr. Fritz is former President and Chairman of the
National Association of Customs Brokers and Freight Forwarders of
America.
John H. Morris ....................... 55 Mr. Morris has been a Director of the Company since July 1988 and a
Director of Treadco, Inc. since June 1991. Mr. Morris currently serves
as Cochairman of Stonecreek Capital. Mr. Morris is a Director of
Outsourcing Services Group and a Director of Steelhorse Holdings, Inc.
Mr. Morris served as a Managing Director of Kelso & Company, Inc. from
March 1989 to March 1992, was a General Partner from 1987 to March
1989, and prior to 1987 was a Vice President. Prior to 1985, Mr.
Morris was President of LBO Capital Corp. In February 1997, Merchant's
Transportation & Logistics Company, and its subsidiaries, filed
petitions under Chapter 11 of the federal bankruptcy laws. Mr. Morris
served as a Director of such entities through January 1997 and briefly
served as the President of such entities for about a two-week period
in November 1995 before these entities became operating companies.
CLASS III -- TERM EXPIRES MAY 2001
Frank Edelstein ...................... 73 Mr. Edelstein has been a Director of the Company since November 1988.
Mr. Edelstein currently provides consulting services to Stonecreek
Capital. Mr. Edelstein served as a Vice President of Kelso & Company,
Inc. from 1986 to March 1992. Prior to 1986, he served as Chairman and
President of International Central Bank & Trust Company and CPI
Pension Services, Inc., as well as Senior Vice President, Financial
Services Group, at Continental Insurance Corporation. He also has held
positions as Corporate Vice President, Automatic Data Processing, Inc.
and Executive Vice President of Olivetti Corporation of America. Mr.
Edelstein also is a Director of Ceradyne, Inc., and IHOP Corp.
Robert A. Young III .................. 58 Mr. Young has been a Director of the Company since 1970 and Chief
Executive Officer of the Company since August 1988, President since
1973 and was Chief Operating Officer from 1973 to 1988. Mr. Young also
has been a Director of Treadco, Inc. since June 1991. Mr. Young also
is a Director of Mosler, Inc.
</TABLE>
(3)
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is managed under the direction of the Board of
Directors. The Board meets on a regularly scheduled basis four times a year to
review significant developments affecting the Company and to act on matters
requiring Board approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. The Board met five
times during 1998. During 1998, each member of the Board participated in at
least 75% of all Board and applicable committee meetings held during the period
for which he was a Director.
The Board has established Audit, Executive Compensation and Development, and
Stock Option committees to devote attention to specific subjects and to assist
it in the discharge of its responsibilities. The functions of those committees,
their current members and the number of meetings held during 1998 are described
below. The Board does not have a committee for nomination of directors. The
Board nominates candidates for director.
Audit Committee. The Audit Committee recommends to the Board the appointment of
the firm selected to be independent public accountants for the Company and
monitors the performance of such firm; reviews and approves the scope of the
annual audit and quarterly reviews and evaluates with the independent public
accountants the Company's annual audit and annual consolidated financial
statements; reviews with management the status of internal accounting controls;
and evaluates problem areas having a potential financial impact on the Company
which may be brought to its attention by management, the independent public
accountants or the Board. Messrs. Edelstein, Fritz, Morris, and Zakon currently
are members of the Audit Committee. The Audit Committee met twice during 1998.
Executive Compensation and Development Committee. The Executive Compensation
and Development Committee is responsible for reviewing executive management's
performance and for determining appropriate compensation. Messrs. Marquard,
Morris and Young currently are members of the Executive Compensation and
Development Committee. The Executive Compensation and Development Committee met
twice during 1998.
Stock Option Committee. The Stock Option Committee administers the Company's
1992 Stock OptionPlan. The Stock Option Committee has the power to determine
from time to time the individuals to whom options shall be granted, the number
of shares to be covered by each option, and the time or times at which options
shall be granted. Messrs. Fritz, Edelstein, and Zakon currently are members of
the Stock Option Committee. The Stock Option Committee met twice during 1998.
Director Compensation. Mr. Young, as an officer of the Company, receives no
compensation for services as a director or committee member. Mr. Marquard, as
Chairman, receives a $75,000 annual retainer and other non-employee directors
receive a $35,000 annual retainer. Each non-employee director receives $1,000
for each Board meeting attended and for each meeting of a committee of the
Board attended, if the committee meeting is held other than in conjunction with
a Board meeting.
Messrs. Edelstein, Fritz and Zakon, as members of the Stock Option Committee,
each received automatic stock option grants under the Company's 1992 Stock
Option Plan on January 2, 1998, for 7,500 shares of the Company's Common Stock
at a fair market value exercise price of $10.25 per share. Messrs. Marquard and
Morris, non-employee Directors, each received stock options under the Company's
1992 Stock Option Plan on January 28, 1998 for 7,500 shares of the Company's
Common Stock at a fair market value of $11.06 per share. On each anniversary
date of the grant, 20% of the options vest and thereafter can be exercised
through the tenth year after the grant date.
(4)
<PAGE> 8
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of March 9, 1999, by (i) each person
who is known by the Company to own beneficially more than five percent (5%) of
the outstanding shares of Common Stock, (ii) each director and named executive
officer of the Company and (iii) all directors and executive officers as a
group.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
OWNED OUTSTANDING (12)
- ---------------------------------------------------------------------- ------------ ----------------
<S> <C> <C>
(I) NAME / ADDRESS
Mellon Bank Corporation (1)........................................... 2,036,250 10.18%
One Mellon Bank Center
Pittsburgh, PA 15258
State of Wisconsin Investment Board (2)............................... 1,540,000 7.70%
P. O. Box 7842
Madison, WI 53707
Dimensional Fund Advisors, Inc. (3)................................... 1,161,900 5.81%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Loomis, Sayles & Company, L.P. (11)................................... 1,963,671 9.82%
One Financial Center
Boston, MA 02111
(II) NAME POSITION
Robert A. Young III (4)(5)............... Director, President - CEO 2,216,908 11.08%
William A. Marquard (4)(6)............... Director 189,548 *
John H. Morris (4)(7).................... Director 137,515 *
Arthur J. Fritz, Jr. (4)(8).............. Director 91,471 *
Frank Edelstein (4)(9)................... Director 33,323 *
Alan J. Zakon (4)........................ Director 33,500 *
Lary R. Scott (4)........................ Executive Vice President 33,000 *
David E. Stubblefield (4)(10)............ President-CEO, ABF 131,259 *
David Loeffler (4) ...................... Vice President-CFO 71,300 *
Jerry A. Yarbrough (4) .................. Senior Vice President 146,122 *
(III) All Directors and Executive Officers as a Group (13 total).......... 3,170,613 15.85%
</TABLE>
*Less than 1%
(1) According to the most recent Schedule 13G it has provided to the
Company, Mellon Bank Corporation beneficially owns 2,036,250 shares of
the Company's Common Stock and has the following voting and investment
powers with respect to such shares: (a) sole voting power, 1,852,050;
(b) shared voting power, -0-; (c) sole dispositive power, 1,867,250;
(d) shared dispositive power, 169,000.
(2) According to the most recent Schedule 13G it has provided to the
Company, the State of Wisconsin Investment Board beneficially owns
1,540,000 shares of the Company's Common Stock and has the following
voting and investment powers with respect to such shares: (a) sole
voting power, 1,540,000; (b) shared voting power, not applicable; (c)
sole investment power; 1,540,000; (d) shared investment power, not
applicable.
(5)
<PAGE> 9
(3) According to the most recent Schedule 13G it has provided to the
Company, Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
1,161,900 shares of the Company's Common Stock as of December 31,
1998, all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company, or in
series of the DFA Investment Trust Company, a Delaware business trust,
or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors, Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(4) Includes stock option shares of Common Stock which are vested and will
vest within 60 days of the record date as follows: each of Messrs.
Marquard, Morris, Edelstein, Fritz and Zakon have a total of 28,500
vested; Young has a total of 89,840 - 85,840 vested and 4,000 that
will vest within 60 days; Scott has a total of 23,000 -- 20,500 vested
and 2,500 that will vest within 60 days; Stubblefield has a total of
46,500 -- 42,900 vested and 3,600 that will vest within 60 days;
Loeffler has a total of 15,800 -- 13,300 vested and 2,500 that will
vest within 60 days; and Yarbrough has a total of 37,500 -- 35,000
vested and 2,500 that will vest within 60 days.
(5) Mr. Young directly owns 10,000 shares (less than 1%) of Treadco,
Inc.'s ("Treadco") outstanding common stock. Because Mr. Young is a
Director and greater than 10% stockholder of the Company, Mr. Young
may be deemed to be the indirect beneficial owner of all shares of
Treadco owned by the Company (2,497,200 shares or 49.2% of the total
number of shares outstanding).
(6) Mr. Marquard directly owns 10,000 shares (less than 1%) of Treadco's
outstanding common stock.
(7) Mr. Morris indirectly owns 109,015 shares as co-trustee of the John H.
Morris and Sharon L. Morris Family Trust.
(8) Includes 11,993 shares held by Trayjen, L.P., which are indirectly
owned by Mr. Fritz by virtue of his status as general partner.
(9) Mr. Edelstein indirectly owns 4,823 shares as joint trustee of the
Edelstein Living Trust.
(10) Mr. Stubblefield has been President and Chief Executive Officer of ABF
Freight System, Inc. ("ABF"), a subsidiary of the Company, since
January 1, 1995. From 1979 through 1994, Mr. Stubblefield was Senior
Vice President Marketing of ABF.
(11) According to the most recent Schedule 13G it has provided to the
Company, Loomis, Sayles & Company has the right to convert the 773,100
shares of the Company's $2.875 Series A Cumulative Convertible
Exchangeable Preferred Stock $0.01 par ("ABFSP") that it is the
beneficial owner of into the 1,963,671 shares of common stock over
which it has the following voting and investment powers: (a) sole
voting power, 1,517,647; (b) shared voting power, 345,440; (c) sole
dispositive power, 0; (d) shared dispositive power, 1,963,671.
(12) The denominator for all percentages includes the number of
beneficially owned stock options of the Director and Executive Officer
Group.
(6)
<PAGE> 10
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name, age, principal occupation and business
experience during the last five years of each of the current executive officers
of the Company and its largest subsidiary. The executive officers serve at the
pleasure of the Board. For information regarding ownership of the Common Stock
by the executive officers of the Company, see "PRINCIPAL STOCKHOLDERS AND
MANAGEMENT OWNERSHIP." There are no family relationships among directors and
executive officers of the Company or its subsidiaries.
<TABLE>
<CAPTION>
- ------------------------------------ ------ --------------------------------------------------------------------------
NAME AGE BUSINESS EXPERIENCE
- ------------------------------------ ------ --------------------------------------------------------------------------
<S> <C> <C>
Robert A. Young III............ 58 See previous description.
President-Chief
Executive Officer
Lary R. Scott.................. 62 Mr. Scott was appointed the Company's Executive Vice President in December
Executive Vice President 1995. Prior to its June 1997 merger into the Company, he was Chairman of
the Board of WorldWay Corporation commencing in May 1994 and Vice Chairman
and Chief Executive Officer of WorldWay commencing in 1993. WorldWay became
a wholly owned subsidiary of the Company in August 1995; prior to that, it
was a publicly traded company. For approximately two years prior to joining
WorldWay, Mr. Scott served as a transportation consultant. Prior to that
time, he was President and Chief Executive Officer of Consolidated
Freightways, Inc. Mr. Scott serves on the board of directors of The Clorox
Company.
David E. Stubblefield.......... 61 Mr. Stubblefield has been President and Chief Executive Officer of ABF
ABF President- Freight System, Inc. ("ABF"), the Company's largest subsidiary, since
Chief Executive Officer January 1, 1995, and a Director of ABF since 1985. From 1979 through 1994,
Mr. Stubblefield was Senior Vice President-Marketing of ABF.
Jerry A. Yarbrough ............ 60 Mr. Yarbrough has been Senior Vice President - Corporate Development of the
Senior Vice President- Company since April 1998. From January 1995 through March 1998, Mr.
Corporate Development Yarbrough was Chairman of Integrated Distribution, Inc. and Best Logistics,
Inc. From 1979 through 1994, Mr. Yarbrough was ABF's Senior Vice President -
Operations and President of Data-Tronics Corp., a Company subsidiary.
David E. Loeffler.............. 52 Mr. Loeffler was appointed Vice President-Chief Financial Officer and
Vice President- Treasurer of the Company and Treadco in April 1997. From December 1995 to
Chief Financial Officer April 1997, he was the Vice President-Treasurer of the Company and
and Treasurer Treasurer of Treadco. From 1992 to 1995, Mr. Loeffler was a private
investor and in investment management. From 1983 to 1992, he was Senior
Vice President - Finance and Administration and Chief Financial Officer for
Yellow Freight System, Inc.
Richard F. Cooper.............. 47 Mr. Cooper has been Vice President-Administration since 1995, Vice
Vice President-Administration President-Risk Management of the Company from April 1991 to 1995 and Vice
General Counsel and President-General Counsel since 1986. Mr. Cooper has been Secretary since
Secretary 1987. Mr. Cooper also has been Secretary of Treadco since June 1991.
J. Lavon Morton ............... 48 Mr. Morton was appointed Vice President-Financial Reporting of the Company
Vice President- and of Treadco in May 1997. Mr. Morton joined the Company as Assistant
Financial Reporting Treasurer in December 1996. From October 1984 until November 1996, Mr.
Morton was a Partner in Ernst & Young LLP. From 1972 until 1984, Mr. Morton
was employed by Ernst & Young LLP. Mr. Morton is a Certified Public
Accountant.
</TABLE>
(7)
<PAGE> 11
<TABLE>
- ------------------------------------ ------ --------------------------------------------------------------------------
NAME AGE BUSINESS EXPERIENCE
- ------------------------------------ ------ --------------------------------------------------------------------------
<S> <C> <C>
Judy R. McReynolds ............ 36 Ms. McReynolds was appointed Controller of the Company in July 1998. Ms.
Controller McReynolds joined the Company as Director of Corporate Accounting in
June 1997. During the period of June 1995 through May 1997, Ms.
McReynolds was employed as Director of Financial Reporting and Taxation
with P.A.M. Transportation Services, Inc. From December 1990 until June
1995, Ms. McReynolds was a senior manager employed with Ernst & Young
LLP. Ms. McReynolds is a Certified Public Accountant.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid during
each of the Company's last three fiscal years to the Company's Chief Executive
Officer and each of the Company's four other most highly compensated executive
officers, based on salary and bonus earned during 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--- --- -------------------- --- ------------- ------- ---
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- --------------------------------------------------------------------------------------------------------------------
NAME OTHER RESTRICTED
AND ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($)(1) ($) ($) (#)(2) ($) ($)(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert A. Young III...... 1998 $ 375,000 $ 240,750 -- -- -- -- $ 127,272
President-CEO 1997 375,000 540,765 -- -- - 20,000 -- 59,370
1996 375,000 -- -- -- - 45,400 -- 89,977
Lary R. Scott............ 1998 250,000 133,750 -- -- -- -- 1,600
Executive Vice President 1997 250,000 330,467 -- -- - 12,500 -- 1,600
1996 250,000 -- -- -- - 30,000 -- 1,250
David E. Stubblefield.... 1998 275,000 335,912 -- -- -- -- 64,145
ABF President-CEO 1997 262,500 357,019 -- -- - 18,000 -- 25,705
1996 250,000 -- -- -- - 18,000 -- 48,391
Jerry A. Yarbrough (4) .. 1998 226,412 121,130 -- -- -- -- 50,938
Senior Vice President- 1997 226,412 -- -- -- - 12,500 -- 27,705
Corporate Development 1996 226,412 -- -- -- - 10,000 -- 48,391
David E. Loeffler ....... 1998 174,996 93,623 -- -- - -- -- 4,861
Vice President-CFO 1997 166,664 189,268 -- -- - 12,500 -- 12,075
1996 150,000 -- -- -- - 18,000 -- 13,875
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Reflects bonus earned during the fiscal year. Bonuses are normally paid
during the next fiscal year.
(2) Options granted to acquire shares of Common Stock.
(3) "All Other Compensation" for 1998 includes the following for Messrs. Young,
Scott, Stubblefield, Yarbrough and Loeffler: (i) Company matching
contributions to the Company's 401(k) Savings Plan of $1,600; $1,600;
$1,600; $2,800 and $1,600 for each named executive, respectively; (ii)
amounts accrued under the Company's Supplemental Benefit Plan of $83,102;
$0.00; $24,507; $19,267 and $0.00 and for each named executive,
respectively; (iii) amounts accrued under Deferred Salary Agreements of
$42,570; $0.00; $38,038; $28,871 and $3,261 for each named executive,
respectively. The Deferred Salary Agreements are not performance-based
incentive plans.
(4) For Mr. Yarbrough, during the period of 1996 through April 1, 1998, his
salary was paid by Company's wholly owned subsidiaries, Integrated
Distribution, Inc. and Best Logistics, Inc.
(8)
<PAGE> 12
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
The following table provides information related to options exercised by the
named executive officers during the 1998 fiscal year and the number and value
of options held at fiscal year end. The Company does not have any outstanding
stock appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS/ IN-THE-MONEY OPTIONS/SARS
SHARES SARS AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED VALUE --------------------------------- --------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------------- ------------- ----------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Young III - - 76,760 43,240 2,876 11,504
Lary R. Scott - - 14,500 28,000 1,798 7,190
David E. Stubblefield - - 37,300 29,200 2,588 10,353
Jerry A. Yarbrough - - 31,500 19,000 1,798 7,190
David E. Loeffler - - 9,700 20,800 1,798 7,190
</TABLE>
(1) The closing price for the Company's Common Stock as reported by the NASDAQ
Stock Market on December 31, 1998 was $5.844. Value is calculated on the
basis of the difference between the option exercise price and $5.844
multiplied by the number of shares of Common Stock underlying the option.
(9)
<PAGE> 13
REPORT ON EXECUTIVE COMPENSATION BY THE EXECUTIVE
COMPENSATION AND DEVELOPMENT COMMITTEE
AND STOCK OPTION COMMITTEE
The Company is engaged in the highly competitive and evolving freight
transportation industry. To be able to continue its past growth and succeed in
the future, the Company believes it must be able to retain its executive
management team and to attract additional qualified executives when needed.
The Board's philosophy that compensation of the executive management team
should be materially linked to both operating and stock price performance with
the goal of enhancing the value of the Company is administered by its Executive
Compensation and Development Committee ("Compensation Committee") and its Stock
Option Committee.
The Compensation Committee is comprised of Messrs. Marquard, Morris, and Young
and the Stock Option Committee is comprised of Messrs. Edelstein, Fritz, and
Zakon. All Committee Members are non-employee directors except Mr. Young, who
is the Company's President-Chief Executive Officer. The Compensation Committee,
at its discretion, reviews and grants all forms of executive compensation
except stock options and performance award units. The Stock Option Committee,
at its discretion, grants stock options and performance award units to the
executive group pursuant to the Company's stock option plan and performance
award program, respectively. Both plans have been previously approved by the
Company's Board of Directors and stockholders.
In furtherance of the Company's philosophy, the executive management team's
compensation is primarily composed of the following blend of short-term and
long-term items, all designed to motivate daily, annual and multi-year
executive performance that results in increased value of the Company for its
stockholders:
(i) Base Salary. The Compensation Committee reviews and sets the base
salaries of the Company's executive officers, normally on an annual
basis. In setting salary levels, the Compensation Committee considers
a variety of subjective and objective criteria such as: variety of
experience and years of service with the Company; special expertise
and talents of the individual; recent and historical operating results
of the Company; industry and general economic conditions which may
affect the Company's performance; and the Compensation Committee
members' knowledge and experience and a consultant's analysis in
determining appropriate salary levels and total compensation programs
for executives.
(ii) Annual Incentive Plan. The Company's Annual Incentive Plan is based on
Return on Capital Employed ("ROCE"), which is defined as the total of:
(i) current and long-term external debt, (ii) intercompany receivables
and payables, (iii) long term operating leases, and (iv) equity. Net
Income for the ROCE calculation is net income before extraordinary
items and incentive compensation and after adding back the after tax
effect of interest expense. The incentive compensation for each
participant is determined by a matrix relating to a Percent of Target
to ROCE achieved. The resulting percent is multiplied by the Target
Incentive Salary Percent for the participant. The resulting percent is
multiplied by the participant's annual salary.
(iii) Stock Option Plan. The Stock Option Committee is responsible for the
granting of stock options to the executive group under the Company's
1992 Stock Option Plan ("1992 Plan"). Under current stock option
agreements with the named executives, the grant's value to the
optionee is equal to the public trading price of the Company's stock.
The optionee vests in 20% of the total shares granted on each of the
five subsequent anniversary dates of the grant, and has up to 10 years
from the date of the grant to exercise part or all of his grant. The
Company believes that this combination of 20% annual vesting with a
10-year exercise period blends its desire to tie the optionee's
motivation under the stock option grant to both short-term and
long-term performance of the Company's stock.
Under the 1992 Plan, the Stock Option Committee generally has
discretion regarding size, recipients and other non-exercise-price
terms and conditions of grants. Such discretion allows, but does not
require, the Stock Option Committee to consider prior stock option
grants to executives when considering new grants.
(10)
<PAGE> 14
Stock option grants made to the executive group have been based on
advice from an independent consultant and on the judgement of the
Stock Option Committee members.
(iv) Deferred Salary Agreements. The Company has Deferred Salary Agreements
with certain Company and subsidiaries' executives. The Company
believes these Deferred Salary Agreements have aided it in retaining
these individuals who average over 25 years of employment with it or
its subsidiaries or in the transportation industry and have acquired
experience, knowledge and contacts of considerable value to it. See
"EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL ARRANGEMENTS" section for additional information.
The Board believes that the Chief Executive Officer ("CEO") is the leader of
the executive management team, and therefore the Compensation Committee and
Stock Option Committee apply the same philosophy as discussed above to the
CEO's compensation package.
The Board believes its philosophy has built an experienced, motivated executive
management team whose compensation package and stock ownership, both personal
and through stock option grants, are closely linked to the interest of the
Company's stockholders. The Board's policy is to take reasonable steps to avoid
having any compensation not be deductible to the Company under Section 162(m)
of the Internal Revenue Code of 1986, as amended.
EXECUTIVE COMPENSATION AND
DEVELOPMENT COMMITTEE STOCK OPTION COMMITTEE
William A. Marquard Arthur J. Fritz, Jr.
John H. Morris Frank Edelstein
Robert A. Young III Alan J. Zakon
This Report will not be deemed to be incorporated by reference in any filing by
the Company under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
Report by reference.
EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
Robert A. Young III, a member of the Company's Executive Compensation and
Development Committee, is the Company's President-CEO.
Pursuant to the terms of a Stockholders' Agreement, the Company has agreed that
it will offer Mr. Young the right to include shares of the Company's Common
Stock he owns in certain registration statements filed by the Company (the
"Piggy-back Rights"). The Company will indemnify Mr. Young for securities law
liabilities in connection with any such offering, other than liabilities
resulting from information furnished in writing by Mr. Young. The Company is
obligated to pay all expenses incurred in connection with the registration of
shares of Company Common Stock in connection with the Piggy-back Rights,
excluding underwriters' discounts and commissions.
(11)
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total return for the
Company, the Nasdaq Market Index, and an index of peer companies selected by
the Company.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG ARKANSAS BEST CORPORATION, NASDAQ MARKET INDEX & PEER GROUP
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Arkansas Best Corp 100 77.84 50.74 28.24 62.94 37.72
Customer Selected Stock List 100 100.32 53.25 61.86 91.26 73.92
NASDAQ Market Index 100 104.99 136.18 169.23 207.00 291.96
</TABLE>
The above comparisons assume $100 was invested on January 1, 1994, in the
Company's Common Stock and each of the foregoing indices and assumes
reinvestment of dividends. All calculations have been prepared by Media General
Financial Services. The stockholder return shown on the graph above is not
necessarily indicative of future performance.
The Company considers itself a diversified transportation holding company with
an emphasis on long-haul less-than-truckload ("LTL") motor carrier of general
commodities. Accordingly, the Company believes it is important that its
performance be compared to that of other transportation companies with similar
operations. Therefore, companies in the peer group are as follows: Roadway
Express, Inc., Consolidated Freightways, Inc., and Yellow Corp. of Delaware.
(12)
<PAGE> 16
RETIREMENT AND SAVINGS PLANS
Non-union employees of the Company who fulfill a minimum age and service
requirement are eligible to participate in the Company's Retirement Plan which
generally provides fixed benefits payable in a lump-sum form upon retirement at
age 65. Benefits also may be paid in the form of an annuity at the
participant's election. Credited years of service for each of the individuals
named in the EXECUTIVE COMPENSATION - SUMMARY COMPENSATION TABLE ("Executive
Compensation Table") are: Robert A. Young III, 34 years; Lary R. Scott, 3
years; David E. Stubblefield, 39 years; Jerry A. Yarbrough 31 years; and David
E. Loeffler, 3 years. Benefits are based upon a participant's years of service
with the Company and average total monthly earnings (exclusive of extraordinary
remuneration and expense allowances and subject to the annual Code limitation
after 1988 of $150,000 as adjusted to reflect cost of living increases) during
any sixty (60) consecutive calendar months during the participant's employment
with the Company since 1980 which will give the participant the highest average
monthly earnings. Benefits also are subject to certain other limitations in the
Code.
The following table illustrates the total estimated annual benefits payable
from the Retirement Plan and, if applicable, the Company's Supplemental Benefit
Plan (see below) upon retirement at age 65, in the form of a single life
annuity, to persons in the specified compensation and years-of-service
classifications.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
HIGHEST
FIVE YEARS
AVERAGE YEARS OF SERVICE
COMPENSATION 15 20 25 30 35
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 125,000 .......................... $ 45,315 $ 60,940 $ 61,300 $ 73,560 $ 85,820
150,000 .......................... 54,690 73,440 73,800 88,560 103,320
175,000 .......................... 64,065 85,940 86,300 103,560 120,820
200,000 .......................... 73,440 98,440 98,800 118,560 138,320
225,000 .......................... 82,815 110,940 111,300 133,560 155,820
250,000 .......................... 92,190 123,440 123,800 148,560 173,320
300,000 .......................... 110,940 148,440 148,800 178,560 208,320
400,000 .......................... 148,440 198,440 198,800 238,560 278,320
450,000 .......................... 167,190 223,440 223,800 268,560 313,320
500,000 .......................... 185,940 248,440 248,800 298,560 348,320
550,000 .......................... 204,690 273,440 273,800 328,560 383,320
600,000 .......................... 223,440 298,440 298,800 358,560 418,320
650,000 .......................... 242,190 323,440 323,800 388,560 453,320
700,000 .......................... 260,940 348,440 348,800 418,560 488,320
750,000 .......................... 279,690 373,440 373,800 448,560 523,320
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
In December 1987, the Company also established the Arkansas Best Corporation
Supplemental Benefit Plan for the purpose of supplementing benefits under the
Company's Retirement Plan. The Code places limits on the amount of income
participants may receive under the Company's Retirement Plan. In order to
compensate for those limitations and for reductions in the rate of benefit
accruals from the 1985 formula under the Company's Retirement Plan, the
Supplemental Benefit Plan will pay sums in addition to amounts payable under
the Retirement Plan to eligible participants. Participation in the Supplemental
Benefit Plan is limited to employees of the Company who are participants in the
Company's Retirement Plan and who are also either officers at or above the rank
of vice president of the Company and are designated as participants in the
Supplemental Benefit Plan by the Company's Board. The amount due to each
participant in the Supplemental Benefit Plan is the actuarial equivalent of the
excess of (1) the payment due under the Company's Retirement Plan as in effect
on January 1, 1985, as amended, but without regard to any amendments that
decrease the rate of benefit accruals and without regard to any Code
limitations, or the current Retirement Plan without regard to any Code
limitations if more; over (2) the actual benefit received from the Retirement
Plan. This payment will be made in a single cash sum within 30 days following
the participant's termination of employment. Amounts attributable to the
Supplemental Benefit Plan are included in the pension table set forth above.
(13)
<PAGE> 17
The Company has agreed to provide reimbursement for otherwise unreimbursed
medical expenses to certain employees of the Company and its subsidiaries,
including the individuals named in the Executive Compensation Table. These
benefits are presently covered by an insurance program and commence at
retirement and continue for the life of the employee (and spouse or other
eligible dependents).
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS
The Company does not have any Employment Contracts with the Chief Executive
Officer or any of the named executive officers.
The Company's Stock Option Agreements provide that in the event of a change in
control of the Company, as defined in the Agreement, all non-vested options
immediately vest.
The Company has Deferred Salary Agreements with certain management employees of
the Company and its subsidiaries, including the named executives, due to their
tenure, experience, knowledge and contacts which are of considerable value to
the Company. The amount of the deferred salary is equal to 35% of the
individual's final monthly base salary times 120 monthly payments commencing at
age 65 retirement, death or disability, provided this amount is subject to
reduction based on the age and other circumstances resulting in the
individual's termination of employment. The Deferred Salary Agreement provides
that in the event of a change in control of the Company, as defined in the
Agreement, all benefits immediately vest, and if the individual's employment
terminates within three years after the change in control event occurs, then
the individual may elect to receive his benefit in a lump sum payable within
thirty days. The amounts payable under the Deferred Salary Agreements are
subject to forfeiture under certain circumstances. The Executive Compensation
Table includes the amount accrued annually for each named executive under these
Agreements.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
STOCKHOLDERS' AGREEMENT. Pursuant to the terms of a Stockholders' Agreement,
the Company has agreed that it will offer Robert A. Young III the right to
include shares of the Company's Common Stock he owns in certain registration
statements filed by the Company (the "Piggy-back Rights").
The Company will indemnify Mr. Young for securities law liabilities in
connection with any such offering, other than liabilities resulting from
information furnished in writing by Mr. Young. The Company is obligated to pay
all expenses incurred in connection with the registration of shares of Company
Common Stock in connection with the Piggy-back Rights, excluding underwriters'
discounts and commissions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers, directors, and persons who own more than 10%
of a registered class of the Company's equity securities are required to file,
under the Securities Exchange Act of 1934, reports of ownership and changes of
ownership with the Securities and Exchange Commission.
Based solely on information provided to the Company, the Company believes that
during the preceding year its executive officers, directors, and 10%
stockholders have complied with all applicable filing requirements.
(14)
<PAGE> 18
PROPOSAL II. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL II.
The firm of Ernst & Young LLP served as independent auditors for the Company
for the fiscal year ended December 31, 1998. Pursuant to the recommendation of
the Audit Committee, the Board has appointed that firm to continue in that
capacity for the fiscal year 1999, and recommends that a resolution be
presented to stockholders at the 1999 Annual Meeting to ratify that
appointment.
In the event the stockholders fail to ratify the appointment of Ernst & Young
LLP, the Board will appoint other independent public accountants as auditors.
Representatives of Ernst & Young LLP will attend the 1999 Annual Meeting. They
will have the opportunity to make a statement and respond to appropriate
questions from stockholders.
OTHER MATTERS
The Board does not know of any matters that will be presented for action at the
1999 Annual Meeting other than those described above and matters incident to
the conduct of the meeting. If, however, any other matters not presently known
to management should come before the 1999 Annual Meeting, it is intended that
the shares represented by the accompanying proxy will be voted on such matters
in accordance with the discretion of the holders of such proxy.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by directors, officers, or regular employees of the Company in
person, by telephone, telegram, or other means. The Company has retained
Corporate Investor Communications, Inc. to assist in the solicitation and
sending of proxy material. The Company will pay approximately $1,500 for these
services.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Pursuant to Securities and Exchange Commission regulations, stockholder
proposals submitted for next year's proxy statement must be received by the
Company no later than the close of business on December 13, 1999 to be
considered. Proposals should be addressed to Richard F. Cooper, Secretary,
Arkansas Best Corporation, 3801 Old Greenwood Road, Fort Smith, AR 72903. In
order to prevent controversy about the date of receipt of a proposal, the
Company strongly recommends that any stockholder wishing to present a proposal
submit the proposal by certified mail, return receipt requested.
GENERAL
Upon written request, the Company will provide stockholders with a copy of its
Annual Report on Form 10-K to the Securities and Exchange Commission (including
financial statements and schedules thereto) for the fiscal year ended December
31, 1998, without charge. Direct written requests to: David Humphrey, Director
- - Investor Relations, Arkansas Best Corporation, 3801 Old Greenwood Road, Fort
Smith, AR 72903.
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY
/s/Richard F. Cooper
Fort Smith, Arkansas RICHARD F. COOPER
Date: April 9, 1999 Secretary
(15)
<PAGE> 19
PROXY
ARKANSAS BEST CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS -- MAY 6, 1999
Richard F. Cooper, with the power of substitution and revocation, is hereby
authorized to represent the undersigned, with all powers which the undersigned
would possess if personally present, to vote all shares the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Arkansas Best
Corporation to be held at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903,
at 9:00 a.m. CDT on Thursday, May 6, 1999, and at any postponements or
adjournments of that meeting, as set forth below, and in their discretion upon
any other business that may properly come before the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED,
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED AND FOR EACH OF THE OTHER
PROPOSALS SPECIFIED HEREIN.
* * CONTINUED AND TO BE SIGNED ON REVERSE SIDE * *
<PAGE> 20
ARKANSAS BEST CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY [X]
<TABLE>
<CAPTION>
WITHHELD
FOR all from all FOR all nominees except vote withheld from the
nominees nominees following nominee(s):
<S> <C> <C> <C>
I. Nominees: William A. Marquard and [ ] [ ] [ ]
Alan J. Zakon
II. To ratify the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as the Company's
independent certified public accountants. [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSALS. PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. JOINT OWNERS SHOULD EACH SIGN
WHERE APPLICABLE, INDICATE OFFICIAL
- ------------------------------------------------------------------------------ POSITION OR REPRESENTATIVE CAPACITY.
~ FOLD AND DETACH HERE ~ DATE:
----------------------------------
---------------------------------------
YOUR VOTE IS IMPORTANT! SIGNATURE
---------------------------------------
SIGNATURE
PLEASE MARK, SIGN, DATE AND MAIL THE ABOVE PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE.
</TABLE>
