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 ss. 240.14a-11(c) or ss. 240.14a-12
SI Handling Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Ronald J. Semanick, Corporate Secretary
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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:
-----------------------------------------------------------------------
/_/ 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>
SI HANDLING SYSTEMS, INC.
600 Kuebler Road, Easton, Pennsylvania 18040
Telephone (610) 252-7321
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of SI Handling Systems, Inc., a
Pennsylvania corporation (the "Company"), will be held at the GPU Energy
Building, 2121 Sullivan Trail, Easton, Pennsylvania 18040 on Tuesday, July 28,
1998, at 11:00 a.m., local time, for the following purposes:
1. To elect five directors to the Board of Directors.
2. To transact such other business as may properly come before the meeting
or at any adjournment or adjournments thereof.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
June 26, 1998 RONALD J. SEMANICK
Easton, Pennsylvania Secretary
<PAGE>
SI HANDLING SYSTEMS, INC.
600 Kuebler Road, Easton, Pennsylvania 18040
Proxy Statement
This Proxy Statement and the accompanying form of proxy are being mailed on
or about June 26, 1998 to the shareholders of SI Handling Systems, Inc. (the
"Company"). They are being furnished in connection with the solicitation by the
Board of Directors of proxies to be voted at the 1998 Annual Meeting of
Shareholders to be held at the GPU Energy Building, 2121 Sullivan Trail, Easton,
Pennsylvania 18040 on Tuesday, July 28, 1998, at 11:00 a.m., local time, and at
any adjournment thereof. The cost of such solicitation will be borne by the
Company.
Only the shareholders of record at the close of business on May 5, 1998, of
the outstanding shares of Common Stock of the Company will be entitled to vote
at the meeting. A shareholder giving a proxy may revoke it at any time by giving
written notice of such revocation to the Secretary of the Company before it is
exercised. A proxy may also be revoked by executing a later proxy or by
attending the meeting and voting in person, provided written notice of such
actions are given to the Secretary of the Company before the enclosed proxy is
exercised.
At the close of business as of the above record date, there were
outstanding and entitled to vote 3,711,826 shares of the Company's Common Stock.
Each holder of shares entitled to vote has the right to one vote for each share
standing in the holder's name on the books of the Company.
The shares represented by each properly executed proxy will be voted in the
manner specified by the shareholder. If instructions are not given, the shares
will be voted in the election of directors as specified below.
Under Pennsylvania law and the Company's Bylaws, the presence, in person or
by proxy, of shareholders entitled to cast at least a majority of the votes that
all shareholders are entitled to cast will constitute a quorum for the purposes
of the Annual Meeting. Abstentions and broker non-votes will be treated as
present for purposes of determining the presence of a quorum. Directors are
elected by a plurality of the votes cast at the meeting. Accordingly, directions
to withhold authority, abstentions, and broker non-votes will have no effect on
the outcome of the vote.
June 26, 1998
1
<PAGE>
Principal Shareholders
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth certain information as of May 5, 1998
(unless otherwise noted) regarding the ownership of Common Stock (i) by each
person known by the Company to be the beneficial owner of more than five percent
of the outstanding Common Stock, (ii) by each director or nominee of the
Company, (iii) by the executive officers of the Company named in the Summary
Compensation Table included elsewhere in this Proxy Statement, and (iv) by all
current executive officers and directors of the Company as a group. Unless
otherwise stated, the beneficial owners exercise sole voting and/or investment
power over their shares.
<TABLE>
<CAPTION>
Right To
Acquire
Number of Ownership
Shares Under Options Phantom
Beneficially Exercisable Percentage Stock
Beneficial Owner Owned Within 60 Days of Class (1) Units (2)
- ---------------- ------------ -------------- ------------ ---------
<S> <C> <C> <C> <C>
Emerald Advisers, Inc. (3).. 513,743 - 13.84% -
1857 William Penn Way
Lancaster, PA 17601
L. Jack Bradt (4)........... 345,430 - 9.31% -
10 Ivy Court
Easton, PA 18045
Edward J. Fahey............. 7,500 - 5,684
Leonard S. Yurkovic......... 70,672 6,187 2.07% -
Elmer D. Gates.............. - - 1,965
Michael J. Gausling......... - - 1,989
James L. Thatcher........... 19,645 1,162 -
William J. Casey............ 7,855 2,512 -
David A. Clark.............. - 12,000 -
Kenneth D. Buck............. 10,813 2,775 -
All current directors and
executive officers as a
group (11 persons) (4)... 476,787 28,423 13.51% 9,638
- ---------------------------
2
<PAGE>
<FN>
(1) The percentage for each individual, entity or group is based on the
aggregate number of shares outstanding as of May 5, 1998 (3,711,826) and
all shares issuable upon the exercise of outstanding stock options held by
each individual or group that are presently exercisable or exercisable
within 60 days after May 5, 1998. Percentages of less than one percent are
not shown.
(2) The Phantom Stock Units represent the investment of deferred directors'
fees in units equivalent to shares of Common Stock of the Company. Benefits
under the SI Handling Systems, Inc. Directors' Deferred Compensation Plan
may be paid in cash or in shares of Common Stock of the Company at the
election of the directors upon retirement.
(3) This information is presented in reliance on information disclosed in a
Schedule 13G filed with the Securities and Exchange Commission on February
17, 1998.
(4) Includes 55,468 shares held by members of Mr. Bradt's immediate family. Mr.
Bradt disclaims beneficial ownership of such shares.
</FN>
</TABLE>
3
<PAGE>
ELECTION OF DIRECTORS
At the meeting, five nominees will stand for election as directors of the
Company to hold office for a period of one year or until their successors have
been elected and qualify.
If the enclosed proxy is duly executed and received in time for the
meeting, it is the intention of the persons named therein to vote the shares
represented thereby for the five persons nominated for election as directors
unless authority is withheld.
If any nominee should refuse or be unable to serve, the proxy will be voted
for such other person as shall be designated by the Board of Directors.
Management has no knowledge that any of the nominees will refuse or be unable to
serve.
Information concerning the nominees for election as directors is set forth
below:
<TABLE>
<CAPTION>
Name, Other Positions Or Offices With The Company Director
and Principal Occupation For Past Five Years Since Age
- ---------------------------------------------------- -------- ---
<S> <C> <C>
L. Jack Bradt.............................................. 1958 70
Former Northampton County Human Services Director,
former Entrepreneur in Residence at Lehigh
University, and founder, former CEO and Chairman
of the Board of the Company.
Edward J. Fahey............................................ 1992 69
Chairman of the Board of the Company, former Vice
President of Engineered Systems Company (1989-1993),
manufacturers of aircraft arresting systems and
mid-air recovery equipment.
Elmer D. Gates............................................. 1996 68
Vice Chairman of Fuller Company, a company involved
in the design and manufacture of plants, machinery
and equipment used in the cement, paper, power
and processing industries. (1)
Michael J. Gausling........................................ 1995 40
President, CEO, and founder of STC Technologies, Inc.,
a manufacturer of clinical diagnostic products.
Leonard S. Yurkovic........................................ 1983 60
President and Chief Executive Officer of the Company.
- -----------------------------
<FN>
(1) Mr. Gates is a director of Pennsylvania Power and Light Company, an
electric utility providing service to various counties in Central Eastern
Pennsylvania. He was also Vice Chairman and a director of Ambassador Bank
and was Chairman, Chief Executive Officer, and a director of Birdsboro
Ferrocast, Inc., a steel foundry located in Birdsboro, PA. In 1992,
Birdsboro Ferrocast filed a petition under Chapter 11 of the Bankruptcy
Code.
</FN>
</TABLE>
4
<PAGE>
ADDITIONAL INFORMATION CONCERNING CERTAIN DIRECTORS
AND COMMITTEES
There are two standing committees of the Board of Directors: the Audit
Committee and the Compensation Committee.
The Audit Committee reviews and discusses with the Company's external
auditors the scope of their annual audit and related fees as well as any other
services provided by them. It reviews with the auditors the results of the audit
and the year-end financial statements and recommends to the Board of Directors
matters related to the selection and engagement of the independent auditors. The
members of the Audit Committee during fiscal year 1998 were Mr. Bradt, Chairman,
and Messrs. Gates and Gausling.
The Compensation Committee reviews and recommends to the Board of Directors
matters with respect to the remuneration arrangements for officers and directors
of the Company including salaries and other direct compensation and incentive
stock option awards. The members of the Compensation Committee during fiscal
year 1998 were Mr. Gausling, Chairman, and Messrs. Bradt and Gates.
There were two meetings of the Audit Committee and two meetings of the
Compensation Committee during the recently ended fiscal year. The Board of
Directors met four times during the year. Each director attended all of the
meetings of the Board of Directors and committees of the Board of Directors on
which he served.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
remuneration for their services as directors. The Chairman of the Board of
Directors and other non-employee directors receive an annual retainer of $12,000
and $6,000, respectively; effective October 14, 1997, a fee of $2,500 for each
Board meeting attended; a fee of $600 per day for all Company-related activities
undertaken at the request of the Chairman of the Board or the Chief Executive
Officer of the Company; a fee of $300 per interview for all Company-related
activities undertaken in connection with interviewing qualified candidates to
fill vacancies in key positions within the Company; and a fee of $200 for each
Board meeting held by telephone conference. There are no additional directors'
fees paid for serving on the Audit and Compensation Committees of the Board of
Directors. Directors are also reimbursed for their customary and usual expenses
incurred in attending Board and Committee Meetings including those for travel,
food, and lodging.
The Company permits its directors, at their election, to defer receipt of
payment of directors' fees. During fiscal 1998, $50,700 of directors' fees was
deferred. Deferred directors' fees accrue interest at the prime rate of interest
charged by the Company's principal bank or may be invested in units equivalent
to shares of Common Stock of the Company. During fiscal 1998, distributions
under the Directors' Deferred Compensation Plan totaled $15,972.
5
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Philosophy and Practices
It is the Company's policy to offer internally and externally competitive
compensation opportunities for its employees based on a combination of factors,
including corporate performance and individual contribution to the business
consistent with corporate needs and objectives.
The Compensation Committee of the Company, whose members are identified
above, annually reviews and recommends compensation for the Company's executive
officers to the Board of Directors. The annual compensation review permits an
ongoing evaluation of the link between the Company's performance and its
executive compensation in the context of the compensation programs of other
companies. A significant part of executive officers' compensation is dependent
upon the Company's annual financial performance, including pre-tax earnings,
effective management of the Company's operations, and backlog adequacy.
There are four basic elements to executive officer compensation: salary,
bonus, auto allowance, and stock options granted at market value vesting over a
period of time, typically four years. The stock option program rewards executive
officers for successful long-term strategic management and enhancement of
shareholder value by providing an opportunity to acquire equity ownership in the
Company stressing both annual and long-term performance and supporting a
performance-oriented environment which allows the Company to attract and retain
qualified management personnel. The Compensation Committee believes equity
ownership in the Company by management aligns the interest of shareholders and
management.
Salaries for executive officers are determined with reference to a position
rate for each officer. The position rates are determined annually by evaluating
the responsibilities of the position and taking into consideration, among other
things, salaries paid to other executives in comparable positions in
comparably-sized companies, levels of experience, and job responsibilities. The
Compensation Committee determines adjustments to executive officer salary based
on the recommendation of the Chief Executive Officer. The salary adjustment
recommendations are based on performance criteria such as financial performance,
strategic decisions, personnel development, individual performance, and
potential of the individual in the job.
The Compensation Committee awards bonuses to the Company's executive
officers pursuant to an existing Executive Officer Incentive Plan. The bonus
amounts for executive officers is at risk and will vary from year to year. The
bonus pool is calculated based on a formula tied principally to the Company's
profitability. The pool is allocated by the Compensation Committee, on the
recommendation of the Chief Executive Officer, among the executive officers,
based on a series of factors, including financial objectives, other business
objectives, and assessment of personal contribution. The financial objectives
include a pre-tax earnings target, effective management of the Company's
operations, and backlog adequacy.
The Compensation Committee may grant stock options each year to executive
officers and key employees based on a variety of factors, including the
financial performance of the Company and an assessment of personal contribution.
The options are granted with an exercise price equal to the market price of the
Company's Common Stock on the date of grant, vest over a period of four years,
and expire after five years. The options provide value to the recipients as the
price of the Company's stock appreciates from the date when the options were
granted. Historically, stock options have been granted based on position rate.
The size of previous option grants held by an executive officer are considered
in determining
6
<PAGE>
annual award levels. The target is to provide executive officers with equity
ownership in the Company and align closely executive interests with the longer
term interests of shareholders.
CEO Compensation
Salary and Stock Options
- ------------------------
The Company's most highly compensated officer was Leonard S. Yurkovic,
President and CEO. Mr. Yurkovic's performance was reviewed by the Compensation
Committee and discussed with the Board of Directors and Mr. Yurkovic. The
Compensation Committee determined that a 5% increase in the Chief Executive
Officer's base salary for fiscal 1998 and the grant of 10,500 stock options to
him in such year was appropriate in light of the Company's strong balance sheet,
net earnings performance in fiscal 1997, record backlog at the end of fiscal
1997, his significant role in the Company's operations, and also taking into
consideration salaries paid to other executives in comparable positions in
comparably-sized companies.
Bonus Plan
- ----------
Fiscal 1998 was a year of several new records for the Company. Reaching an
all-time high, net sales of $47,631,000 for fiscal 1998 increased 98.5% over
fiscal 1997. Also, the Company's pre-tax earnings and net earnings reached new
annual highs. These factors increased the Company's visibility in the investment
community and the materials handling industry marketplace.
The Compensation Committee granted a bonus of $168,000 pursuant to the
Executive Officer Incentive Plan to Mr. Yurkovic for the fiscal year ended March
1, 1998. The bonus was predicated on the Company achieving its corporate
"performance hurdle" of planned pre-tax earnings, effective management of the
Company's operations, and the attainment of new records in net sales, pre-tax
earnings, and net earnings, and the maintenance of an adequate fiscal year-end
backlog which positions the Company well for the start of the 1999 fiscal year.
No officer or director of the Company has an employment contract with the
Company.
Conclusion
The Company's executive compensation program is designed to link the
performance of management to accomplishing both short and long-term earnings
goals and building shareholder value. The individual elements are understandable
and together provide compensation that is well suited for a Company of our size.
The management team understands the linkage of operating performance and their
own compensation.
The foregoing constitutes the report of the Compensation Committee of the
Board of Directors for the Company's fiscal year ended March 1, 1998.
COMPENSATION COMMITTEE: Michael J. Gausling, Chairman
L. Jack Bradt
Elmer D. Gates
7
<PAGE>
Compensation
Set forth below is certain information relating to compensation received by
the Company's Chief Executive Officer and four other most highly compensated
executive officers (the "Named Executive Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long-Term
Comp.
-------
Fiscal Other Annual Stock All Other
Year Salary Bonus Compensation Options Compensation
Name and Position (1) ($)(2) ($) ($)(3) (#)(4) ($)(5)
- -------------------- ------ -------- -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Leonard S. Yurkovic 1998 $166,462 $168,000 $4,895 10,500 $16,668
President and Chief 1997 158,077 71,596 4,620 13,500 11,289
Executive Officer 1996 152,885 40,000 4,620 - 0 - 10,462
James L. Thatcher 1998 87,615 83,280 4,895 6,600 8,773
Vice President - 1997 86,000 34,627 4,620 2,400 6,140
Manufacturing 1996 87,654 22,566 4,620 - 0 - 5,999
& Assembly
Services and
Customer &
Software Services
William J. Casey 1998 87,423 83,280 4,895 6,600 8,754
Vice President - 1997 80,673 47,213 4,620 1,500 5,760
Production & 1996 76,193 22,819 4,620 1,800 5,171
Assembly
Systems
David A. Clark 1998 82,423 83,280 4,895 6,300 8,253
Vice President - 1997 79,038 20,490 4,620 1,500 5,643
Warehousing & 1996 76,587 22,229 2,108 9,000 3,935
Distribution
Systems (6)
Kenneth D. Buck 1998 74,423 72,870 4,895 5,700 7,452
Vice President - 1997 70,846 27,100 4,620 2,400 5,058
Corporate 1996 67,269 20,072 4,620 900 4,604
Services
- ------------------------
8
<PAGE>
<FN>
(1) The Company's fiscal year ends on the Sunday nearest to the last day of
February. The fiscal years ended March 1, 1998, March 2, 1997, and March 3,
1996 were 52, 52, and 53 weeks, respectively.
(2) This column includes employee pre-tax contributions to the Company's 401(k)
Retirement Savings Plan.
(3) This column consists of an auto allowance of $410 per month for the
business usage of personal automobiles. Prior to April 1, 1997 the auto
allowance was $385 per month.
(4) Options become exercisable in increments of 25% on the anniversary date of
the grant. Thus at the end of four years the options are fully exercisable.
Currently, all options have a term of five years. All stock option amounts
have been adjusted to reflect stock splits and dividends.
(5) This column includes the amounts expensed for financial reporting purposes
for Company contributions to the Company's 401(k) Retirement Savings Plan
pertaining to basic, matching, and profit sharing contributions.
(6) Mr. Clark became Vice President - Warehousing & Distribution Systems of the
Company on July 18, 1995. His fiscal year 1996 remuneration represents
total compensation for the entire fiscal year of 1996.
</FN>
</TABLE>
9
<PAGE>
Stock Options Granted to Named Executive Officers During Last Fiscal Year
The following table sets forth certain information regarding options for
the purchase of the Company's Common Stock that were awarded to the Named
Executive Officers during fiscal 1998.
<TABLE>
<CAPTION>
Option Grants In Fiscal Year Ended March 1, 1998
------------------------------------------------
Potential
Realizable
Value at Assumed
Annual Rates
% of Total of Stock Price
Granted to Exercise Appreciation for
Options Employees Price Option Term (3)
Granted in Fiscal ($/Share) Expiration ----------------
Name (#) (1) (2) Year (2) Date 5% ($) 10% ($)
- ------------------- ----------- ---------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Leonard S. Yurkovic 10,500 17.9% $13.33 10/14/02 $38,640 $85,470
James L. Thatcher 6,600 11.2% 13.33 10/14/02 24,288 53,724
William J. Casey 6,600 11.2% 13.33 10/14/02 24,288 53,724
David A. Clark 6,300 10.7% 13.33 10/14/02 23,184 51,282
Kenneth D. Buck 5,700 9.7% 13.33 10/14/02 20,976 46,398
- ------------------------
<FN>
(1) Options vest in one-quarter increments over the four-year period following
the date of grant, with the first one-quarter of such options vesting on
October 14, 1998.
(2) Options granted and exercise price per share have been adjusted for the
three-for-two stock split that was distributed in November 1997.
(3) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon the exercise of the options immediately
prior to the expiration of the term, assuming the specified rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions for termination of the
option following termination of employment or vesting over a period of four
years. The dollar amounts under these columns are the result of
calculations at the 5% and 10% rates required by the SEC and, therefore,
are not intended to forecast possible future appreciation of the stock
price.
</FN>
</TABLE>
10
<PAGE>
Stock Options Exercised During Fiscal Year 1998 and Held by Named Executive
Officers as of March 1, 1998.
The following table sets forth certain information regarding options for
the purchase of the Company's Common Stock that were exercised and/or held by
the Company's Named Executive Officers during fiscal 1998.
Aggregated Option Exercises in Fiscal Year Ended March 1, 1998
And Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Value Of
Shares Covered Unexercised
# of By Unexercised In-The-Money
Shares Options At Options At
Acquired March 1, 1998 March 1, 1998
On Value Exercisable/ Exercisable/
Name Exercise (1) Realized Unexercisable (1) Unexercisable
- ------------------- ------------ -------- ----------------- -------------
<S> <C> <C> <C> <C>
Leonard S. Yurkovic 6,188 (2) $44,063 0/23,437 $ 0/94,348
James L. Thatcher 2,287 (3) 16,938 0/8,962 0/17,469
William J. Casey 6,746 (4) 46,157 0/10,312 0/29,876
David A. Clark 0 0 8,250/13,050 70,344/57,794
Kenneth D. Buck 0 0 1,388/8,512 10,781/21,488
- ------------------------
<FN>
(1) All common shares, stock options, and price per share figures have been
adjusted to reflect stock splits and dividends.
(2) With approval from the Compensation Committee, on May 23, 1997, Mr.
Yurkovic delivered 2,799 shares of common stock with a market value of
$13.00 per share to the Company in order to exercise options to obtain
6,188 shares.
(3) With approval from the Compensation Committee, on May 23, 1997, Mr.
Thatcher delivered 985 shares of common stock with a market value of
$13.00 per share to the Company in order to exercise options to obtain
2,287 shares.
(4) On May 3, 1997, Mr. Casey paid $2,017 to the Company in order to exercise
options to obtain 408 shares. With approval from the Compensation
Committee, on July 24, 1997, Mr. Casey delivered 2,757 shares of common
stock with a market value of $12.08 per share to the Company in order to
exercise options to obtain 6,338 shares.
</FN>
</TABLE>
11
<PAGE>
STOCK PERFORMANCE CHART
The following graph illustrates the cumulative total shareholder return on
the Company's (SIHS) Common Stock during the five fiscal years ended March 1,
1998 with comparison to the cumulative total return on the NASDAQ Stock Market -
US Index and a Peer Group of Construction and Related Machinery Companies [SIC
Code 353]. This comparison assumes $100 was invested on February 26, 1993 in the
Company's Common Stock and in each of the foregoing indexes and assumes
reinvestment of dividends.
[GRAPHIC OMITTED - PERFORMANCE CHART]
<TABLE>
<CAPTION>
2/26/93 2/25/94 2/24/95 3/01/96 2/28/97 2/27/98
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SI Handling Systems, Inc. 100 161 115 128 320 402
(1) Peer Group - SIC Code 353 100 134 133 153 220 290
Nasdaq Stock Market -
US Index 100 117 119 168 203 278
- ------------------------
<FN>
(1) The Peer Group of Construction and Related Machinery Companies [SIC Code
353] from the 1998 Nasdaq Fact Book & Company Directory includes: A.S.V.,
Inc., Columbus McKinnon Corporation, ERC Industries, Inc., Gradall
Industries, Inc., Lufkin Industries, Inc., Quipp, Inc., SI Handling
Systems, Inc., and Tesco Corporation. The total returns of each member of
the Peer Group were determined in accordance with Securities and Exchange
Commission regulations; i.e., weighted according to each such issuer's
stock market capitalization.
</FN>
</TABLE>
12
<PAGE>
--------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
The Company's independent public accountants beginning in 1968 and
thereafter have been KPMG Peat Marwick LLP, and such firm is expected to be the
Company's independent auditors for the current year. Representatives of that
firm are expected to be present at the shareholders' meeting and available for
questions and will be given an opportunity to make a statement if they so
desire.
1999 SHAREHOLDER PROPOSALS
Appropriate shareholder proposals which are intended to be presented at the
1999 Annual Shareholders' Meeting must be received by the Company no later than
February 26, 1999, in order to be included in the 1999 proxy materials.
OTHER MATTERS
The Company may pay brokers, nominees, fiduciaries, or other custodians for
their reasonable expenses in sending proxy materials to, and obtaining
instructions from, persons for whom they hold stock of the Company. The Company
expects to solicit proxies primarily by mail, but directors, officers, and
regular employees of the Company may also solicit in person, by telephone,
telegraph, or telefax.
As of the date of this Proxy Statement, management has no knowledge of any
matters to be presented at the meeting other than those referred to above. If
any other matters properly come before the meeting, the persons named in the
accompanying form of proxy intend to vote such proxy in accordance with their
best judgement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
SHAREHOLDER, A COPY OF ITS ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 1, 1998. REQUESTS SHOULD
BE DIRECTED TO THE SECRETARY OF THE COMPANY, 600 KUEBLER ROAD, EASTON,
PENNSYLVANIA 18040.
13
<PAGE>
SI HANDLING SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward J. Fahey and Ronald J. Semanick,
or either of them acting in the absence of the other, as proxyholders, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all shares of Common Stock of SI
Handling Systems, Inc., held of record by the undersigned on May 5, 1998, at the
Annual Meeting of Shareholders to be held on July 28, 1998, at 11:00 a.m., local
time, or at any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
on the reverse side. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1. This proxy may be voted, in the discretion of the proxyholders, upon
such other business as may properly come before the Annual Meeting of
Shareholders or any adjournment thereof. The Board of Directors does not
presently know of any other matters to be presented at the meeting.
Please vote and sign on the other side. No postage is required if this
proxy is returned in the enclosed envelope and mailed in the United States.
SEE
(To Be Signed On Reverse Side) REVERSE
SIDE
- --------------------------------------------------------------------------------
/X/ Please mark your
vote as in this
example.
This proxy is solicited by the Board of Directors.
Management recommends a vote FOR the Directors nominated.
FOR WITHHELD
1. ELECTION OF /_/ /_/
DIRECTORS
NOMINEES: L. Jack Bradt, Edward J. Fahey, Elmer D. Gates,
Michael J. Gausling, and Leonard S. Yurkovic
For, except vote withheld from the following
nominee(s):
(INSTRUCTION: To withhold authority to vote
for any individual nominee, print that nominee's
name on the line below.)
---------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting or at any adjournments
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
I plan to attend the meeting. /_/
SIGNATURE(S) _________________________________ DATE_____________________________
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
