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 Wednesday, July 21,
1999, at 11:00 a.m., local time, for the following purposes:
1. To elect six 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.
Shareholders amounting to less than a quorum attending a meeting that has
been previously adjourned for lack of a quorum shall, nevertheless, constitute a
quorum for the purpose of electing directors.
Shareholders amounting to less than a quorum attending a meeting that has
been previously adjourned for one or more periods aggregating at least 15 days
due to an absence of a quorum shall, nevertheless, constitute a quorum for the
purposes of acting upon any other matters.
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 21, 1999 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 21, 1999 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 1999 Annual Meeting of
Shareholders to be held at the GPU Energy Building, 2121 Sullivan Trail, Easton,
Pennsylvania 18040 on Wednesday, July 21, 1999, 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 April 30, 1999,
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 3,708,037 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 21, 1999
1
<PAGE>
Principal Shareholders
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth certain information as of April 30, 1999
(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
Number of Acquire
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).. 601,305 - 16.22% -
1857 William Penn Way
Lancaster, PA 17601
L. Jack Bradt (4)........... 323,549 - 8.73% -
10 Ivy Court
Easton, PA 18045
Edward J. Fahey............. 7,500 - 7,877
Leonard S. Yurkovic......... 74,260 9,594 2.26% -
William R. Johnson.......... - - -
Elmer D. Gates.............. - - 3,612
Michael J. Gausling......... - - 2,878
William J. Casey............ 9,414 3,314 -
All current directors and
executive officers as a
group (11 persons) (4)... 451,151 25,125 12.76% 14,367
- ----------------------------
2
<PAGE>
<FN>
(1) The percentage for each individual, entity or group is based on the
aggregate number of shares outstanding as of April 30, 1999 (3,708,037) 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 April 30, 1999. 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 January
21, 1999.
(4) Includes 51,487 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, six 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 six 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 71
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 70
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 69
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 41
President, CEO, and founder of STC Technologies, Inc.,
a manufacturer of clinical diagnostic products.
William R. Johnson......................................... 1999 52
President of the Company, former Senior Vice President of
Rockwell Automation's Reliance Electric Motor Group
(1995 - 1998) and former General Manager of Rockwell
Automation's Engineered Motors and Generators
Business (1993 - 1995)
Leonard S. Yurkovic........................................ 1983 61
Vice Chairman of the Board, Chief Executive Officer, and
former President 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.
</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 1999 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 1999 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.
On June 7, 1999, the Board of Directors established the Committee on
Strategic Alternatives and the Corporate Governance Committee.
The Committee on Strategic Alternatives' responsibilities include reviewing
the selection and performance of the Company's investment banking firm,
assessing alternate uses of capital, and studying strategic alternatives to
enhance shareholder value. The members of the Committee on Strategic
Alternatives are Mr. Johnson, Chairman, and Messrs. Bradt, Gausling, and
Yurkovic.
The Corporate Governance Committee's responsibilities include evaluating
Board performance, monitoring adherence to the requirements for serving as a
director, reviewing the size and composition of the Board and its committees,
and soliciting and making recommendations for candidates for the Board. The
committee will make recommendations to the Board on all matters concerning
directorship practices, including Board tenure and retirement policies, and
rotation of Board members in their roles as Chairman of the Board and its
committees. The committee will also review and advise the full Board on issues
of corporate governance. The members of the Corporate Governance Committee are
Mr. Fahey, Chairman, and Mr. Gates.
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; 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 1999, $53,600 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 1999, distributions
under the Directors' Deferred Compensation Plan totaled $17,576.
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,
basic earnings per share, 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, basic earnings per share 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 objective
6
<PAGE>
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, Vice
Chairman of the Board 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 4.2% increase in the
Chief Executive Officer's base salary for fiscal 1999 and the grant of 14,375
stock options to him in such year was appropriate in light of the Company's
strong balance sheet, the achievement of records in net sales, pre-tax earnings,
and net earnings in fiscal 1998, 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 1999 results were below our expectations and the record-setting
levels of fiscal 1998 net sales, pre-tax earnings, and net earnings; however,
demand in our marketplaces remains firm with our skills, products, reputation,
balance sheet, and cash flow remaining strong. The Compensation Committee did
not grant a bonus pursuant to the Executive Officer Incentive Plan to Mr.
Yurkovic for the fiscal year ended February 28, 1999. Mr. Yurkovic's bonus
potential was predicated on the Company achieving its corporate "performance
hurdle" of planned pre-tax earnings, effective management of the Company's
operations, and the maintenance of an adequate fiscal year-end backlog.
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 February 28, 1999.
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 the other most highly compensated
executive officer (the "Named Executive Officers"). No other executive officer
earned over $100,000 in salary and bonus in fiscal 1999.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Comp.
---------
Fiscal Other Annual Stock All Other
Year Salary Bonus Compensation Options Compensation
Name and Position (1) ($)(2) ($) ($)(3) (#)(4) ($)(5)
------------------ ------ -------- -------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Leonard S. Yurkovic 1999 $170,846 $ - 0 - $4,920 14,375 $12,158
Vice Chairman of 1998 166,462 168,000 4,895 10,500 16,668
the Board and 1997 158,077 71,596 4,620 13,500 11,289
Chief Executive
Officer
William J. Casey 1999 88,876 20,000 4,920 3,354 6,325
Vice President - 1998 87,423 83,280 4,895 6,600 8,754
Production & 1997 80,673 47,213 4,620 1,500 5,760
Assembly
Systems
- ------------------------
<FN>
(1) The Company's fiscal year ends on the Sunday nearest to the last day of
February. Each of the fiscal years ended February 28, 1999, March 1, 1998,
and March 2, 1997 consisted of 52 weeks.
(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 $385 per month.
(4) Options become exercisable in increments of 25% on the anniversary date of
the grant. Thus at the end of four years the options are fully exercisable.
Currently, all options have a term of five years. All stock option amounts
have been adjusted to reflect stock splits and dividends.
(5) This column includes the amounts expensed for financial reporting purposes
for Company contributions to the Company's 401(k) Retirement Savings Plan
pertaining to basic, matching, and profit sharing contributions.
</FN>
</TABLE>
8
<PAGE>
Stock Options Granted to Named Executive Officers During Last Fiscal Year
The following table sets forth certain information regarding options for
the purchase of the Company's Common Stock that were awarded to the Named
Executive Officers during fiscal 1999.
<TABLE>
<CAPTION>
Option Grants In Fiscal Year Ended February 28, 1999
----------------------------------------------------
Potential
Realizable
Value at Assumed
% of Total Annual Rates
Granted to of Stock Price
Options Employees Exercise Appreciation for
Granted in Fiscal Price Expiration Option Term (2)
Name (#) (1) (2) Year ($/Share) Date 5% ($) 10% ($)
- ------------------- ----------- --------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Leonard S. Yurkovic 14,375 27.3% $15.25 05/11/03 $60,566 $133,835
William J. Casey 3,354 6.4% 15.25 05/11/03 14,131 31,227
- -------------------
<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 vested on May
11, 1999.
(2) 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>
9
<PAGE>
Stock Options Exercised During Fiscal Year 1999 and Held by Named Executive
Officers as of February 28, 1999.
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 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Fiscal Year Ended February 28, 1999
And Fiscal Year-End Option Values
---------------------------------
Number of Value of
Shares Covered Unexercised
# of By Unexercised In-The-Money
Shares Options At Options At
Acquired February 28, 1999 February 28, 1999
On Value Exercisable/ Exercisable/
Name Exercise (1) Realized Unexercisable (1) Unexercisable
- ------------------- ------------ -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Leonard S. Yurkovic 6,187 (2) $50,246 2,625/29,000 $0 / 36,141
William J. Casey 2,512 (3) 21,833 1,650/9,504 0 / 7,313
- -------------------
<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 18, 1998, Mr.
Yurkovic delivered 2,599 shares of common stock with a market value of
$14.00 per share to the Company in order to exercise options to obtain
6,187 shares.
(3) With approval from the Compensation Committee, on May 18, 1998, Mr. Casey
delivered 953 shares of common stock with a market value of $14.00 per
share to the Company in order to exercise options to obtain 2,512 shares.
</FN>
</TABLE>
10
<PAGE>
STOCK PERFORMANCE CHART
The following graph illustrates the cumulative total shareholder return on
the Company's Common Stock during the five fiscal years ended February 28, 1999
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 25, 1994 in the
Company's Common Stock and in each of the foregoing indexes and assumes
reinvestment of dividends.
[GRAPHIC OMITTED - PERFORMANCE CHART]
<TABLE>
<CAPTION>
2/25/94 2/24/95 3/01/96 2/28/97 2/27/98 2/26/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SI Handling Systems, Inc. 100 71 80 199 249 214
(1) Peer Group - SIC Code 353 100 99 115 164 216 120
Nasdaq Stock Market -
US Index 100 102 144 174 237 308
- -----------------------------
<FN>
(1) The Peer Group of Construction and Related Machinery Companies from the
Nasdaq Stock Market includes: A.S.V., Inc., Columbus McKinnon Corporation,
ERC Industries, Inc., Gradall Industries, Inc., Industrial Rubber Products,
Inc., Lufkin Industries, Inc., OmniQuip International, 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>
11
<PAGE>
--------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
The Company's independent public accountants beginning in 1968 and
thereafter have been KPMG 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.
2000 SHAREHOLDER PROPOSALS
Appropriate shareholder proposals which are intended to be presented at the
2000 Annual Shareholders' Meeting must be received by the Company no later than
February 21, 2000, in order to be included in the 2000 proxy materials. With
respect to shareholder proposals not included in the Company's proxy statement,
the Company may utilize discretionary authority conferred by proxy voting on any
such proposals if the shareholder does not give the Company notice of such
matter by May 7, 2000.
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 FEBRUARY 28, 1999. REQUESTS
SHOULD BE DIRECTED TO THE SECRETARY OF THE COMPANY, 600 KUEBLER ROAD, EASTON,
PENNSYLVANIA 18040.
12
<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 April 30, 1999, at
the Annual Meeting of Shareholders to be held on July 21, 1999, 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
William R. Johnson
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.)
------------------------------------------------
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.
