<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
(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)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
-------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------
5) Total fee paid:
---------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------
3) Filing Party:
4) Date Filed:
<PAGE> 2
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
1900 Gulf Street
Lamar, Missouri 64759-1899
-------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 12, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
O'Sullivan Industries Holdings, Inc. will be held at The Kansas City Club, 1228
Baltimore Street, Kansas City, Missouri 64105 on Thursday, November 12, 1998 at
10:00 A.M. (Central Standard Time) for the following purposes:
(1) to elect three Class II Directors; and
(2) to transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The transfer books will not be closed. The date fixed by the Board of
Directors as the record date for the determination of the stockholders entitled
to notice of, and to vote at, the Annual Meeting or any adjournment or
adjournments thereof is the close of business on September 18, 1998.
By Order of the Board of Directors,
/s/ Rowland H. Geddie, III
Rowland H. Geddie, III
Vice President, General Counsel
and Secretary
Lamar, Missouri
September 25, 1998
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE EXECUTE THE
ENCLOSED PROXY AND MAIL IT PROMPTLY. SHOULD YOU ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON. FOR YOUR CONVENIENCE, ENCLOSED IS A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
PROXY STATEMENT
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
1900 Gulf Street
Lamar, Missouri 64759-1899
ANNUAL MEETING OF STOCKHOLDERS OF
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
TO BE HELD ON THURSDAY, NOVEMBER 12, 1998
This Proxy Statement is being furnished to stockholders of O'Sullivan
Industries Holdings, Inc., a Delaware corporation ("O'Sullivan" or the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") from holders of record of the Company's
common stock, par value $1.00 per share ("Common Stock"), as of the close of
business on September 18, 1998 (the "Record Date"). The proxies will be voted at
the Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
Thursday, November 12, 1998, at 10:00 A.M. (Central Standard Time) at The Kansas
City Club, 1228 Baltimore Street, Kansas City, Missouri 64105, and at any
adjournment or postponement thereof. This Proxy Statement is first being mailed
to the holders of Common Stock on or about September 25, 1998.
PURPOSES OF THE ANNUAL MEETING
At the Meeting, holders of shares of Company securities entitled to
vote at the Meeting will be asked to consider and to vote upon the following
matters:
(1) the election of three Class II Directors of the Company to hold
office in accordance with the By-laws of the Company; and
(2) such other business as may properly come before the Meeting.
The Board unanimously recommends a vote FOR the election of the Board's
nominees for election as directors of the Company. As of the date of this Proxy
Statement, the Board knows of no other business to come before the Meeting.
VOTING RIGHTS AND PROXY INFORMATION
Only holders of record of shares of Common Stock as of the close of
business on the Record Date will be entitled to notice of, and to vote at, the
Meeting or any adjournment or postponement thereof. Each share of Common Stock
is entitled to one vote. As of the Record Date, a total of 15,971,097 shares of
Common Stock were issued and outstanding.
The holders of a majority of the outstanding shares of Common Stock as
of the Record Date must be present at the Meeting, either in person or by proxy,
to constitute a quorum at the Meeting. The affirmative vote of at least a
majority of the outstanding shares of Common Stock present and voting, in person
or by properly executed proxy, at the Meeting is required to approve the
election of each of the Company's nominees for election as a director and any
other matter properly coming before the Meeting.
For purposes of determining whether a proposal has received a majority
vote, abstentions will not be included in the vote total, and, therefore, will
have no effect on the outcome of the vote. For purposes of determining whether a
proposal has received a majority vote, in instances where brokers are prohibited
from exercising discretionary authority for beneficial holders of Common Stock
who have not returned a proxy (so-called "broker non-votes"), those shares will
not be included in the vote totals and, therefore, will have no effect on the
outcome of the vote. Shares held by holders who abstain or withhold the
authority to vote on certain matters will, however, be treated as present for
quorum purposes on all matters.
<PAGE> 4
If the Company receives your proxy prior to or at the Meeting, your
proxy will be voted as you direct unless you have revoked the proxy. If you do
not indicate your vote on your proxy, it will be voted FOR the election of the
Board's nominees as directors of the Company.
You may revoke your proxy at any time before it is voted. You may (i)
file with the Company, at or before the Meeting, a written notice of revocation
bearing a later date than the proxy, (ii) execute a subsequent proxy relating to
the same voting securities and deliver it to the Company at or before the
Meeting or (iii) attend the Meeting, file a written revocation of proxy and vote
in person (attendance at the Meeting and voting will not by itself constitute a
revocation of a proxy). Any written notice revoking a proxy or subsequent
proxies should be received by mail or hand-delivered to O'Sullivan Industries
Holdings, Inc., Attention: Mr. Rowland H. Geddie, III, 1900 Gulf Street, Lamar,
Missouri 64759-1899.
The Company will pay the costs of the solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of Common Stock and will reimburse them for their expenses in so doing.
Certain directors, officers and other employees of the Company, not specially
employed or paid for this purpose, may solicit proxies by personal interview,
mail, telephone, facsimile or other electronic means.
ELECTION OF DIRECTORS
The Company's By-laws provide for a Board of Directors divided into
three classes (Class I, Class II and Class III) having staggered three-year
terms with each class as nearly equal in size as possible. The current term of
office of the directors in Class II expires at the Meeting. The terms of office
of directors in Class III and Class I will expire at the meetings of
stockholders to be held in 1999 and 2000, respectively. At each annual meeting
of stockholders, directors will be elected to succeed those whose terms then
expire, with each newly elected director to serve for a three-year term.
NOMINEES
Messrs. Charles G. Hanson, Thomas M. O'Sullivan, Sr. and Tyrone E.
Riegel have been nominated as Class II directors to serve a three-year term
ending at the annual meeting in 2001. The persons named in the accompanying
proxy will vote shares represented by properly executed proxies for the election
of the three listed nominees as directors unless authority to vote is withheld.
If any nominee should become unavailable to serve on the Board of Directors, the
persons named in the proxy may vote the proxy for another person, if any,
designated by the Board of Directors. However, the Board of Directors is not
aware of any circumstances likely to render any of the nominees unavailable for
election.
The following sets forth certain information with respect to the
business experience of each nominee during the past five years and certain other
directorships held by each nominee. References to service with the Company in
this section include service with O'Sullivan Industries, Inc. ("Industries"),
the Company's wholly owned subsidiary.
CLASS II DIRECTORS--TERM EXPIRING 1998
Charles G. Hanson, 85, retired on December 31, 1993 from his career as the
founder, President and Chief Executive Officer of Stuart Hall Co., a commercial
stationery manufacturer, following the sale of Stuart Hall to The Newell Co. He
is also a member of the Board of Trustees of the Eisenhower Medical Center and
the Barbara Sinatra Children's Center. Mr. Hanson was appointed a director of
the Company in March 1995.
Thomas M. O'Sullivan, Sr., 76, was appointed director of the Company in December
1993. He founded O'Sullivan Industries in 1954 and served as its President until
June 1986. He has been President of O'Sullivan Properties, Inc., a real estate
investment company, since December 1986.
Tyrone E. Riegel, 55, has been Executive Vice President of Industries since July
1986 and was appointed a director and Executive Vice President of the Company in
November 1993. Mr. Riegel has been employed by the Company since January 1964.
2
<PAGE> 5
The following sets forth certain information with respect to all
members of the Company's Board of Directors whose current terms will continue
after the Meeting.
CLASS III DIRECTORS--TERM EXPIRING 1999
William C. Bousquette, 61, an independent financial consultant, was appointed a
director of the Company in December 1993. From January 1995 through December 31,
1996, Mr. Bousquette was the Senior Vice President and Chief Financial Officer
of Texaco, Inc., an integrated petroleum company. From January 1994 to January
1995 and from November 1990 to January 1993, he was Executive Vice President and
Chief Financial Officer of Tandy Corporation ("Tandy"), a retailer of consumer
electronics products. From January 1993 to January 1994, he was Chief Executive
Officer of TE Electronics Inc. ("TE"), a subsidiary of Tandy. From 1983 until
the Company's initial public offerings (the "Offerings") in February 1994, Tandy
and TE owned all of the stock of the Company. Mr. Bousquette is also a director
of Cyprus Amax Minerals Company, a mining company; and InterTAN, Inc., a
retailer of consumer electronics products with locations in Canada, Australia
and the United Kingdom.
Stewart M. Kasen, 59, was appointed President and Chief Executive Officer of
Factory Card Outlet, Inc. in May 1998; he has served as Chairman since 1997.
Factory Card Outlet is a retailer of special occasion merchandise. Mr. Kasen was
the Chief Executive Officer of Best Products Co., Inc., a chain of retail
stores, from October 1989 to April 1996. Best Products filed a petition for
bankruptcy under the United States Bankruptcy Code in September 1996, and Best
Products was subsequently liquidated. Mr. Kasen is also a director of Markel
Corporation, an underwriter of specialty insurance products; K2 Inc., a
manufacturer of sporting goods and recreational products; The Elder-Beerman
Stores Corp., a regional department store; and The Bibb Company, a manufacturer
of textile products. Mr. Kasen joined the Company's Board of Directors in August
1996.
Daniel F. O'Sullivan, 57, has been President of Industries since July 1986 and
was appointed as Chief Executive Officer and President and a director of the
Company in November 1993 and as a director and as Chairman of the Board of
Industries in 1994. He became Chairman of the Board of the Company in December
1993. He relinquished his position as President of the Company and Industries in
July 1996. Mr. O'Sullivan has been employed by the Company since September 1962.
In August 1998, Mr. O'Sullivan announced he would retire as Chairman and Chief
Executive Officer of the Company effective upon the Board's completing its
search for his replacement.
CLASS I DIRECTORS--TERM EXPIRING 2000
Richard D. Davidson, 50, was appointed President and Chief Operating Officer of
the Company and Industries in July 1996 and as a director of Industries and the
Company in July 1996 and August 1996, respectively. From 1990 to October 1995,
Mr. Davidson served as Senior Vice President of Sunbeam Corporation and as
President of the Sunbeam Outdoor Products Division.
Ronald G. Stegall, 51, has been President and Chief Executive Officer of
Arlington Equity Partners, a venture capital investment firm, since 1992. Mr.
Stegall is Chairman of the Board of InterTAN, Inc., a retailer of consumer
electronics products with locations in Canada, Australia and the United Kingdom,
and is a director of Hastings Entertainment, Inc., a retailer of books, audio
and video recordings and software. From 1987 through 1991, he was Chairman and
Chief Executive Officer of BizMart, Inc., a chain of office products superstores
subsequently sold to OfficeMax, Inc. Mr. Stegall was appointed a director of the
Company in July 1994.
CERTAIN RELATIONSHIPS. Daniel F. O'Sullivan, Thomas M. O'Sullivan, Jr., the
Company's Vice President-Sales, and Michael P. O'Sullivan, the Company's Vice
President-Marketing, are brothers. Tyrone E. Riegel and James C. Hillman, the
Corporation's Vice President-Human Resources, were, prior to the deaths of their
respective spouses, brothers-in-law of Daniel F. O'Sullivan, Thomas M.
O'Sullivan, Jr. and Michael P. O'Sullivan. Tyrone E. Riegel and E. Thomas
Riegel, the Company's Vice President-Strategic Operations, are brothers. Thomas
M. O'Sullivan, Sr. is the father of Daniel F. O'Sullivan, Thomas M. O'Sullivan,
Jr. and Michael P. O'Sullivan and is the former father-in-law of Tyrone E.
Riegel and James C. Hillman.
3
<PAGE> 6
ORGANIZATION OF THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board
of Directors. The Board of Directors has established two committees to oversee
specific matters affecting the Company, an Audit Committee and a Compensation
Committee.
The Audit Committee is composed entirely of non-employee directors,
currently Messrs. Bousquette (Chairman), Hanson and Stegall. The Audit Committee
reviews the Company's financial statements with management and the independent
auditors; recommends to the Board of Directors the firm of independent
accountants to perform the annual audit; reviews and approves the scope of the
independent auditors' work; reviews the adequacy of the Company's significant
accounting policies and its internal accounting controls; reviews and approves
the fees of the independent auditors; and has general responsibility for related
matters. This Committee held three meetings during fiscal 1998.
The Compensation Committee members are Messrs. Stegall (Chairman),
Bousquette and Kasen. The principal functions of this Committee are to review
and make recommendations to the Board concerning executive compensation plans.
This Committee also makes grants of stock options, restricted stock and other
awards to executive officers (collectively, the "Executives" and individually an
"Executive") and other employees under the Company's Amended and Restated 1994
Incentive Stock Plan (the "ISP"). This Committee met six times during fiscal
1998.
The Company does not have a nominating committee.
The Board of Directors of the Company held seven meetings during fiscal
1998. During fiscal 1998, each director attended all meetings of the Board of
Directors and all meetings of each committee on which he served.
DIRECTORS' COMPENSATION
Directors of the Company who are not employees of the Company or its
subsidiaries are paid an annual retainer of $25,000. Each committee chairman
receives an additional $1,000 per year. Expenses of attendance at meetings are
paid by the Company. No fees are paid for attendance at Board or committee
meetings. Employees of the Company do not receive additional compensation for
their service as a director other than payment of expenses, if any, to attend a
meeting.
Each non-employee director automatically receives nonqualified stock
options to purchase 2,000 shares of Common Stock on the first trading day in
September of each year that he or she serves as a director. The option exercise
price is set at the fair market value (as defined in the ISP) of a share of
Common Stock on the first trading day immediately preceding the date of grant.
The options vest in three equal increments on the first, second and third
anniversaries of the date of grant.
Effective July 1, 1997, the Company implemented its Stock Plan for
Directors (the "Director Plan"), which was approved by the stockholders of the
Company at the 1997 Annual Meeting. Under the Director Plan, directors may elect
to receive their fees and retainers in Common Stock or restricted Common Stock
rather than cash. Common Stock is distributed quarterly, and is priced at the
average of the closing prices on the last day of each month in a quarter. If a
director elects to receive restricted stock, the purchase price is the same as
for unrestricted Common Stock; the shares are issued in his name but are held in
escrow by the Company. Restrictions on restricted stock under the Director Plan
lapse upon the death or disability of the director, retirement of the director
at age 55 or older, involuntary termination of service as a director, a vote of
a majority of the members of the Board other than the participating director or
a Change in Control, as defined on page 9, of the Company. If a participating
director ceases to be a director of the Company for any other reason, the
restricted stock issued to him is forfeited to the Company.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OF COMPANY VOTING SECURITIES
The following table sets forth, as of the Record Date, certain
information with respect to the beneficial ownership of Common Stock (the only
class of the Company's securities entitled to voting rights) by (i) each
director of the Company, (ii) each of the five most highly compensated
executives of the Company for the fiscal year ended June 30, 1998 and (iii) the
Company's directors and the Executives as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OWNED(1) PERCENT OF CLASS
<S> <C> <C>
Daniel F. O'Sullivan 182,371(2) 1.1
William C. Bousquette 15,379(3) *
Richard D. Davidson 196,883(4) 1.2
Charles G. Hanson 27,334(5) *
Stewart M. Kasen 9,226(6) *
Thomas M. O'Sullivan, Sr. 167,657(7) 1.1
Tyrone E. Riegel 125,417(8) *
Ronald G. Stegall 3,334(3) *
Terry L. Crump 80,361(9) *
Thomas M. O'Sullivan, Jr. 85,954(10) *
Directors and Executives as a group (14 persons) 1,166,650(11) 7.0%
</TABLE>
- - --------------------------------
*Less than 1%
(1) Each person has sole voting and investment power with respect to
the shares shown except as otherwise noted.
(2) Includes (a) 13,587 shares of restricted stock granted on February
2, 1994 subject to five-year vesting provisions, with respect to which
Mr. Daniel F. O'Sullivan has no investment power; (b) 139,248 shares issuable
within 60 days upon the exercise of options; (c) 1,280 shares held under the
Company's Savings and Profit Sharing Plan (the "SPSP"), as to which
Mr. O'Sullivan has no investment power; and (d) 500 shares owned by
Mr. O'Sullivan's spouse, as to which Mr. O'Sullivan disclaims beneficial
ownership.
(3) Includes 3,334 shares issuable upon the exercise of options.
(4) Includes (a) 78,657 shares issuable within 60 days upon the
exercise of options; and (b) 498 shares held under the SPSP, as to which Mr.
Richard D. Davidson has no or limited investment power.
(5) Includes 2,334 shares issuable upon the exercise of options.
(6) Includes 1,334 shares issuable upon the exercise of options.
(7) Includes 154,738 shares owned indirectly through O'Sullivan
Properties, Inc. Mr. Thomas M. O'Sullivan, Sr. and his spouse own all of the
voting stock of O'Sullivan Properties, Inc. Of the remaining shares, (a) 3,334
shares are issuable upon the exercise of options; and (b) 1,185 shares are owned
by his spouse. Mr. O'Sullivan disclaims beneficial ownership of the shares of
which his spouse is the owner.
(8) Includes (a) 6,363 shares of restricted stock granted on February
2, 1994 subject to five-year vesting requirements, with respect to which
Mr. Tyrone E. Riegel has no investment power; (b) 1,081 shares held under the
SPSP, as to which he has no investment power; and (c) 94,030 shares issuable
within 60 days upon the exercise of options.
(9) Includes (a) 57,599 shares issuable within 60 days upon the
exercise of options; and (b) 492 shares held under the SPSP, as to which Mr.
Crump has no or limited investment power.
(10) Includes 13,036 shares held by a limited partnership of which
Mr. Thomas M. O'Sullivan, Jr. is a general partner, and 4,995 shares held as
custodian for his minor son. Mr. O'Sullivan disclaims beneficial ownership of
these shares. Also includes (a) 48,563 shares issuable within 60 days upon the
exercise of options; and (b) 2,122 shares held under the SPSP as to which
Mr. O'Sullivan has no or limited investment power.
(11) See notes 1 through 10 above. Includes a total of 622,519 shares
issuable within 60 days upon the exercise of options.
5
<PAGE> 8
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The Company is not
aware of any person who beneficially owns in excess of 5% of the total issued
and outstanding shares of Common Stock, except for the persons in the table
below.
The table below sets forth as of the dates indicated in the footnotes
certain information regarding each person (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known by
the Company to own beneficially more than 5% of the Common Stock, the only class
of voting securities of the Company that is outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENTAGE
------------------------------------ BENEFICIAL OWNERSHIP OF CLASS
-------------------- ----------
<S> <C> <C>
Tweedy, Browne Company L.L.C. 1,455,320(1) 9.1%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, New York 10017
Reich and Tang Asset Management L.P. 1,292,900(2) 8.1%
600 Fifth Avenue
New York, New York 10020
Dimensional Fund Advisors, Inc. 992,000(3) 6.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Capital Technology, Inc. 835,800(4) 5.2%
8314 Pineville-Matthews Road, Suite 295
Charlotte, North Carolina 28226
</TABLE>
- - --------------------------------
(1) Based on information contained in an amended Schedule 13D dated
January 21, 1998.
(2) Based on information contained in a Schedule 13G dated February 12,
1998.
(3) Based on information contained in a Schedule 13G dated February 6,
1998.
(4) Based on information contained in a Schedule 13G dated February 4,
1998, Capital Technology, Inc., a registered investment advisor, is deemed to
have beneficial ownership of 835,800 shares of Common Stock as of December 31,
1997.
CERTAIN TRANSACTIONS
Industries has leased training space and storage and repair shop space
in Lamar, Missouri from O'Sullivan Properties, Inc. ("Properties"), all of whose
voting stock is owned by Mr. Thomas M. O'Sullivan, Sr. and his wife. As of
September 15, 1998, none of the leases were continuing. During fiscal 1998,
Industries paid Properties an aggregate of $21,555 pursuant to the leases. The
Company believes the lease amounts paid to Properties were competitive with
other potential sites or, where no other sites were available, were reasonable.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table reflects the cash and non-cash compensation for the
chief executive officer of the Company and the four next most highly compensated
Executives at June 30, 1998 (the "Named Officers").
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION(2)
----------------------------- --------------------
SECURITIES ALL OTHER
FISCAL SALARY BONUS UNDERLYING STOCK COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#)(3) ($)(4)
<S> <C> <C> <C> <C> <C>
DANIEL F. O'SULLIVAN 1998 273,269 74,856 80,000 35,939
CHAIRMAN AND 1997 229,807 210,849 136,000 21,096
CHIEF EXECUTIVE OFFICER 1996 220,000 56,932 36,000 23,003
RICHARD D. DAVIDSON 1998 224,423 56,942 65,000 31,760
PRESIDENT AND 1997 205,961 178,809 100,000 18,119
CHIEF OPERATING OFFICER 1996 - - - -
TYRONE E. RIEGEL 1998 194,615 38,062 28,000 35,441
EXECUTIVE VICE PRESIDENT 1997 184,856 121,268 84,500 26,503
1996 177,500 36,068 22,000 14,242
TERRY L. CRUMP 1998 159,423 31,284 28,000 27,366
EXECUTIVE VICE PRESIDENT AND 1997 144,904 85,531 61,750 20,710
CHIEF FINANCIAL OFFICER 1996 58,154 20,000 25,000 46,015
THOMAS M. O'SULLIVAN, JR. 1998 129,615 17,922 12,000 23,660
VICE PRESIDENT-SALES 1997 119,904 55,226 41,000 20,915
1996 115,000 16,548 11,000 16,956
</TABLE>
- - --------------------------------
(1)For the years shown, the Named Officers did not receive any annual
compensation not properly categorized as salary or bonus, except for certain
perquisites and other personal benefits. The amounts for perquisites and other
personal benefits for the Named Officers are not shown because the aggregate
amount of such compensation, if any, for each of the Named Officers during the
fiscal year shown does not exceed the lesser of $50,000 or 10% of total salary
and bonus reported for such officer.
(2)Restricted shares were awarded in February 1994 to Messrs. Daniel F.
O'Sullivan and Tyrone E. Riegel in connection with the Offerings under the ISP
upon the surrender by Messrs. O'Sullivan and Riegel of their options to purchase
shares of Tandy Corporation common stock. Mr. O'Sullivan received 13,587 shares
of restricted stock and Mr. Riegel received 6,363 shares. These shares had a
value of $183,425 and $85,900, respectively, based on the average of the high
and the low prices of the Common Stock on the New York Stock Exchange on
June 30, 1998. The restricted Common Stock becomes vested as to one-fifth of
such shares on each of the first five anniversaries of the date of the award, if
they are still employed by the Company. The restrictions on resale lapse on
February 2, 1999. If dividends are paid on Common Stock before the restrictions
lapse, dividends on the restricted shares would be held in escrow. Interest on
any such dividends would be paid at the prime rate.
(3)Includes all options granted during fiscal years shown under the
ISP. No stock appreciation rights were granted with any options.
7
<PAGE> 10
(4) In fiscal 1998, other compensation for the Named Officers consisted
of the following:
<TABLE>
<CAPTION>
DEFERRED
COMPENSATION PLAN
SPSP MATCHING STOCK PURCHASE MATCHING
GROUP LIFE AND PROFIT PROGRAM ("SPP") AND
INSURANCE AUTO SHARING MATCHING PROFIT SHARING
NAME PREMIUMS ALLOWANCE CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS
<S> <C> <C> <C> <C> <C>
Daniel F. O'Sullivan $3,150 $ - * $11,283 $12,103 $9,403
Richard D. Davidson $1,617 $7,500 $11,538 $ 5,690 $5,415
Tyrone E. Riegel $3,150 $7,500 $11,475 $ 7,897 $5,419
Terry L. Crump $1,218 $7,500 $11,538 $ 4,813 $2,297
Thomas M. O'Sullivan, Jr. $ 490 $7,500 $10,428 $ 4,621 $ 621
</TABLE>
* Mr. Daniel F. O'Sullivan has the use of a company-owned automobile
as a perquisite.
The table does not include amounts payable in the event of a Change in
Control. See "Change in Control Protections" on page 9.
OPTION GRANTS IN THE LAST YEAR
During the year ended June 30, 1998, options were granted to the Named
Officers. The present values of such options are based on a Black-Scholes
valuation of the options as of their respective dates of grant. The ISP provides
for the grant of stock appreciation rights; however, no such rights have been
granted.
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR PRESENT VALUE
OPTIONS GRANTED DURING THE BASE PRICE EXPIRATION OF GRANT ON
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE DATE OF GRANT(2)
<S> <C> <C> <C> <C> <C>
Daniel F. O'Sullivan 80,000 21.8% $16.09375 7/8/2007 $662,450
Richard D. Davidson 65,000 17.7% $16.09375 7/8/2007 $536,814
Tyrone E. Riegel 28,000 7.6% $16.09375 7/8/2007 $229,238
Terry L. Crump 28,000 7.6% $16.09375 7/8/2007 $229,238
Thomas M. O'Sullivan, Jr. 12,000 3.3% $16.09375 7/8/2007 $95,942
</TABLE>
- - --------------------------------
(1) Each Named Officer received incentive stock options ("ISO's") to
purchase 6,213 shares, except that Mr. Davidson received ISO's to purchase 7,248
shares. All remaining options shown were nonqualified stock options ("NSO's").
Each grant of ISO's becomes exercisable over the first three anniversaries of
the date of grant, with full vesting on the third anniversary. Each grant of
NSO's becomes exercisable over the first five anniversaries of the date of
grant, with full vesting on the fifth anniversary. For persons who continue to
serve as employees of the Company, the options expire 10 years from the date of
grant. The exercise price and any tax withholding may be paid in cash or by
delivery of already owned shares and cash.
(2) The Black-Scholes calculations assume expected volatility of 37.6%,
risk free interest rates of 6.2% to 6.3% and expected option lives of six to
seven years.
8
<PAGE> 11
OPTION EXERCISES IN THE LAST YEAR
AND YEAR-END OPTION VALUES
The following table summarizes information on outstanding options to
purchase Common Stock held by the Named Officers as of June 30, 1998.
<TABLE>
<CAPTION>
VALUE OF VALUE OF
SHARES SHARES SHARES EXERCISABLE UNEXERCISABLE
ACQUIRED ON VALUE EXERCISABLE UNEXERCISABLE OPTIONS OPTIONS
NAME EXERCISE REALIZED @ 6/30/98 @ 6/30/98 @ 6/30/98 @ 6/30/98
<S> <C> <C> <C> <C> <C> <C>
Daniel F. O'Sullivan 10,700 $79,916 70,015 193,285 $371,975 $750,600
Richard D. Davidson - - 35,477 129,523 $241,687 $439,563
Tyrone E. Riegel - - 54,779 93,721 $293,654 $445,127
Terry L. Crump 8,080 $59,338 27,577 79,093 $195,714 $357,145
Thomas M. O'Sullivan, Jr. - - 28,001 42,999 $150,840 $210,035
</TABLE>
CHANGE IN CONTROL PROTECTIONS
TERMINATION PROTECTION AGREEMENTS
The Company has entered into Termination Protection Agreements with the
Executives. The Termination Protection Agreements (all of which are
substantially similar) have initial terms of two years which automatically
extend for successive one-year periods unless terminated by either party. If the
employment of any of the Executives is terminated (with certain exceptions)
within 24 months following a "Change in Control," or in certain other instances
in connection with a Change in Control, the Executives are entitled to receive a
cash payment equal to the total of twelve months salary, annual bonus and
contributions the Company would have made to the SPP, the SPSP and the Deferred
Compensation Plan. The Executives would also be entitled to the continuation of
fringe benefits (including life insurance, disability, medical, dental and
hospitalization benefits) for a period of up to twelve months. Additionally,
profit sharing benefits under the SPSP vest, all restrictions on any outstanding
incentive awards or shares of restricted Common Stock lapse and such awards or
shares become fully vested, all outstanding stock options become fully vested
and immediately exercisable, and the Company will be required to purchase for
cash, on demand made within 60 days following a Change in Control, any shares of
unrestricted Common Stock and options for shares at the then current fair market
value. The Agreements also provide one year of outplacement services for the
Executive and that, if the Executive moves more than twenty miles from his
primary residence in order to accept permanent employment within 36 months after
leaving the Company, the Company will, upon request, repurchase his primary
residence at a price determined in accordance with the Agreement.
The Termination Protection Agreements also provide that the Company
will make an additional "gross-up payment" (as defined in the Agreements) to the
Executives to offset fully the effect of any excise tax imposed under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on any
payment made to any of the Executives arising out of or in connection with the
employment of any of the Executives. In addition, the Company will pay all legal
fees and related expenses incurred by any of the Executives arising out of
employment or termination of employment.
A "Change in Control" will be deemed to have occurred if either (i) any
person or group acquires beneficial ownership of 15% of the voting securities of
the Company, (ii) there is a change in the composition of a majority of the
Board of Directors within any two-year period which is not approved by certain
of the directors who were directors at the beginning of such two-year period;
(iii) the stockholders of the Company approve a merger, consolidation or
reorganization involving the Company; (iv) there is a complete liquidation or
dissolution of the Company; or (v) the Company enters into an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company.
9
<PAGE> 12
RABBI TRUST
The Company is authorized to enter into a Rabbi Trust, which is
intended to be a grantor trust under Section 671 of the Code. The Rabbi Trust
may be funded by the Company at any time but is required to be funded upon a
Change in Control or a threatened Change in Control. Funding must be in an
amount sufficient to provide for the payment of all benefits provided for under
the Termination Protection Agreements. The Rabbi Trust will also provide funds
for litigation on behalf of the Executives to the extent necessary to ensure
their rights thereunder. The Rabbi Trust will be a trust of which the Company,
for tax purposes, is the beneficiary. The trust assets, as assets of the
Company, will be subject to the claims of the Company's creditors in the event
of the Company's bankruptcy or insolvency.
PAYMENTS UPON A CHANGE IN CONTROL
Assuming that a Change in Control had occurred on August 31, 1998, that
all of the Named Officers were still employed on that date and that the Named
Officers' employment had terminated on that date, the approximate cash payment
that would have been made by virtue of all change in control protections
implemented by the Company (not including the gross-up payments or amounts to
purchase the Named Officers' primary residences) to Messrs. Daniel F.
O'Sullivan, Richard D. Davidson, Tyrone E. Riegel, Terry L. Crump and Thomas M.
O'Sullivan, Jr. would have been approximately $1,005,000, $714,000, $633,000,
$525,000 and $343,000, respectively. The amount of the gross-up payment, if any,
to be paid may be substantial and will depend upon numerous factors, including
the price per share of Common Stock and the extent, if any, that payments or
benefits made to the Named Officers constitute "excess parachute payments"
within the meaning of Section 280G of the Code.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committee (the "Committee") are William
C. Bousquette, Stewart M. Kasen and Ronald G. Stegall. No member of the
Committee was an officer or employee of the Company or its subsidiaries during
the fiscal year ended June 30, 1998 and none was formerly an officer of the
Company or any of its subsidiaries, except that Mr. Bousquette was a Vice
President of Industries from July 12, 1991 until February 7, 1994. In addition,
no Executive officer of the Company serves on the board of directors or the
compensation committee of another entity where a Committee member is employed.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's executive compensation plan is designed to provide
competitive compensation that rewards good corporate and individual performance
while penalizing poor performance. Accordingly, a significant percentage of
Executive compensation is contingent upon meeting performance goals and
enhancing stockholder value. The Compensation Committee (the "Committee")
believes that base salary and target bonuses for the Executives should
approximate the median of publicly traded manufacturing companies whose annual
revenues approximate those of the Company, with adjustments for the Company's
performance. Individual compensation levels should reflect individual
responsibilities, performance and experience, in addition to Company
performance.
The Committee also believes Executives should have a substantial equity
ownership interest, both through direct ownership and through stock options and
other stock-based awards, to provide long-term incentives which closely link
Executive compensation to the Company's long-term performance and return to
stockholders. In that regard, the Board of Directors adopted a Director and
Officer Stock Ownership Policy in May 1997. The policy sets stock ownership
goals for the Executives and the directors of the Company, which are to be
achieved by July 1, 2002. Pursuant to the policy, the Executives are to own
Common Stock with a market value of at least two to four times their basic
compensation (with the multiple determined by the position held by the
Executive). Non-employee directors are to own Common Stock with a market value
of at least five times the retainer and fees paid to the non-employee directors.
10
<PAGE> 13
For fiscal 1998, the Committee reviewed total compensation levels and
compared them with officers of publicly held manufacturing companies and other
companies with revenues similar to those of the Company. In the review, a
national compensation consulting firm compared the Company's compensation
practices with those of durable goods manufacturers with similar projected
annual revenues. Executive salaries were adjusted based upon an analysis of the
total compensation of officers with similar responsibilities at similarly sized
durable goods manufacturers, also considering the individual's responsibilities,
experience and performance and the Company's performance. The salaries of the
Named Officers were at or below the competitive market average of the companies
surveyed for their respective positions. As a result of the Company's
performance in fiscal 1997, the Committee recommended, and the Board of
Directors approved, an increase in the salaries of the Named Officers (other
than the Chairman and Chief Executive Officer) averaging 7.6%, effective July 6,
1997.
For fiscal 1998, the Committee recommended, and the Board of Directors
approved, Executive bonuses based on Company performance. Bonus award
opportunities were established as a percentage of each participant's salary
based on data from the compensation survey and advice provided by the outside
compensation specialist, so that total cash compensation opportunities would
approximate the competitive market average for performance exceeding corporate
plans. Payment of the bonuses was based upon the achievement of Company
performance goals for earnings, sales and efficient use of working capital.
Because the earnings and sales goals were not achieved, bonuses were
substantially below the targeted amounts.
The Committee believes that an ongoing options program can serve as an
effective long-term incentive compensation program for the Executives. The
Committee reviewed stock options on July 8, 1997. As a result of this review,
the Committee granted the options shown in the table on page 8.
CHIEF EXECUTIVE OFFICER COMPENSATION
The chief executive officer's salary was reviewed in July 1997 based
upon his responsibilities, experience and a comparison with the chief executive
officer salaries and incentive compensation of other durable goods manufacturing
companies with similar annual revenues.
Mr. O'Sullivan's salary was less than 60% of the median for chief
executive officers of other durable goods manufacturing companies with revenues
comparable to the Company. After considering the chief executive officer's
performance over fiscal 1997, the Committee recommended a salary increase of
$45,000, or 19.6%, for Mr. O'Sullivan. To provide increased long-term incentives
to Mr. O'Sullivan, he was awarded an option covering 80,000 shares of Common
Stock.
TAX POLICY
The Omnibus Budget Reconciliation Act of 1993 amended the Code to
limit, with certain exceptions, the allowable tax deduction that a publicly held
corporation may take for compensation paid or accrued to the chief executive
officer and the other Named Officers in the "Summary Compensation Table" on page
7. While the Committee cannot predict with certainty how the Company's
compensation might be affected, the Committee intends to try to preserve the tax
deductibility of all future executive compensation while maintaining the
programs and strategies described in this report.
COMPENSATION COMMITTEE
Ronald G. Stegall William C. Bousquette Stewart M. Kasen
11
<PAGE> 14
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Common Stock against the cumulative total return on the Russell 2000 Index, the
Standard & Poor's ("S & P") Corporate-500 Stock Index and the S & P Household
Furnishings and Appliance Index (assuming $100 was invested on January 27, 1994
in Common Stock and that $100 was invested in the stocks comprising the Russell
2000 Index, the S & P Corporate-500 Stock Index and the S & P Household
Furnishings and Appliance Index and also assuming the reinvestment of all
dividends).
In 1997, the Company was included in the Russell 2000 Index. The
Russell 2000 Index is comprised of companies with more nearly the market
capitalization of the Company than the companies included in the Standard &
Poor's 500 Index. Accordingly, the Company is changing the broad equity market
index from the S&P 500 Index to the Russell 2000 Index. The chart below includes
both the S&P 500 and the Russell 2000 indices for comparison.
The historical stock price performance of the Common Stock shown on the
graph below is not necessarily indicative of future price performance.
The graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except in the
event that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such acts.
COMPARISON OF 53 MONTH CUMULATIVE TOTAL RETURN*
AMONG O'SULLIVAN INDUSTRIES HOLDINGS, INC., THE S & P 500 INDEX,
THE S & P HOUSEHOLD FURNISHINGS & APPLIANCES INDEX
AND THE RUSSELL 2000 INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1/27/94 6/94 6/95 6/96 6/97 6/98
<S> <C> <C> <C> <C> <C> <C>
O'SULLIVAN INDUSTRIES HOLDINGS, INC. 100.00 52.33 31.61 30.57 68.65 58.03
S&P 500 100.00 96.61 121.80 153.47 206.73 269.08
S&P HOUSEHOLD FURNISHINGS & APPLIANCES 100.00 88.28 90.19 96.36 114.29 175.30
RUSSELL 2000 100.00 93.46 112.28 139.08 161.93 192.31
</TABLE>
* $100 INVESTED ON 1/27/94 IN STOCK OR ON 12/31/93 IN INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING JUNE 30.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's
directors, Executives and any persons holding 10% or more of Common Stock are
required to report their ownership of the Company's securities and any changes
in that ownership to the Securities and Exchange Commission and the New York
Stock Exchange. Specific due dates for these reports have been established and
the Company is required to report in this Proxy Statement any failure to file by
these dates during the fiscal year ended June 30, 1998. All of these filing
requirements were satisfied by the Company's directors and Executives during
fiscal 1998.
12
<PAGE> 15
STOCKHOLDER PROPOSALS FOR THE
1999 ANNUAL MEETING
Stockholders who intend to present proposals at the 1999 Meeting, and
who wish to have their proposals included in the Company's Proxy Statement for
the Meeting, must be certain that such proposals are received by the Secretary
of the Company, 1900 Gulf Street, Lamar, Missouri 64759-1899 by May 28, 1999.
Such proposals must meet the requirements set forth in the rules and regulations
of the Securities and Exchange Commission to be eligible for inclusion in the
Proxy Statement for the Company's 1999 Meeting.
Stockholders who wish to nominate persons for election as directors at
the 1999 Meeting, which is now scheduled to be held on November 11, 1999, must
give notice of their intention to make a nomination in writing to the Secretary
of the Company on or before August 13, 1999. Each notice must set forth: (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission as then in effect; and (e) the consent of
each nominee to serve as a director of the Company if so elected.
If a stockholder desires to present proposals to the 1999 Meeting of
the Company, but does not desire the proposals to be included in the Company's
Proxy Statement for the meeting, notice of the proposals must be delivered to,
or mailed and received by, the Secretary of the Company by September 12, 1999.
If the meeting date is changed, the notice is due at least 60 days before the
meeting date or, if the changed date is publicly disclosed less than 70 days
before the meeting, within ten days after notice of the meeting is mailed or
publicly disclosed. Each notice of a stockholder proposal must include (a) a
brief description of the proposal and the reasons for conducting the business at
the Meeting; (b) the name and address, as they appear on the Company's books, of
the stockholder proposing such business and any other stockholders known to be
supporting such proposal; (c) the number of shares of Common Stock beneficially
owned by the proponent and any other stockholders known to be supporting the
proposal, each as of the date of the stockholder's notice; and (d) any financial
interest of the proponent in the proposal. If proper notice is not received by
the deadline, the proposal shall not be acted upon at the 1999 Meeting.
INDEPENDENT ACCOUNTANTS
The Board of Directors selected PricewaterhouseCoopers LLP as
independent accountants for fiscal 1998. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting with an
opportunity to make a statement and respond to appropriate questions.
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year ended June
30, 1998 is being mailed to stockholders with this Proxy Statement. Stockholders
who do not receive a copy of the Annual Report may obtain a copy without charge
by writing or calling the Secretary, O'Sullivan Industries Holdings, Inc., 1900
Gulf Street, Lamar, Missouri 64759-1899, telephone number (417) 682-3322.
OTHER MATTERS
As of the date of this Proxy Statement, management of the Company has
no knowledge of any other business to be presented to the Meeting. If other
business is properly brought before the Meeting, the persons named in the Proxy
Statement will vote according to their discretion.
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
Lamar, Missouri
September 25, 1998
13
<PAGE> 16
PROXY
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
1900 Gulf Street, Lamar, MO 64759-1899
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 12, 1998
The undersigned stockholder of O'Sullivan Industries Holdings, Inc., a
Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and Proxy Statement, each dated September 25,
1998, and hereby appoints DANIEL F. O'SULLIVAN and RICHARD D. DAVIDSON, or
either of them, as proxies, each with the power of substitution, on behalf and
in the name of the undersigned, to represent the undersigned at the Annual
Meeting of Stockholders of the Company to be held on November 12, 1998, at 10:00
A.M., C.S.T., and at any adjournments or postponements thereof, and to vote all
shares of Common Stock, par value $1.00 per share, of the Company which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse side.
THE PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE NOMINEES AND AS SUCH PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
<PAGE> 17
[O'SULLIVAN
INDUSTRIES HOLDINGS, INC.
LOGO]
ATTACHED BELOW IS A PROXY CARD FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
OF O'SULLIVAN INDUSTRIES HOLDINGS, INC. PLEASE DETACH THE PROXY CARD AND MARK
THE BOXES TO INDICATE HOW YOUR SHARES SHOULD BE VOTED. SIGN AND RETURN YOUR
PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND OUR ANNUAL MEETING OF STOCKHOLDERS
ON NOVEMBER 12, 1998, YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE MEETING
BY RETURNING YOUR PROXY PROMPTLY.
DETACH HERE
<TABLE>
<S><C>
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES. THIS PROXY WILL BE VOTED AS
SPECIFIED.
1. ELECTION OF THREE CLASS II DIRECTORS
NOMINEES: CHARLES G. HANSON, THOMAS M. O'SULLIVAN, SR. AND
TYRONE E. RIEGEL
MARK HERE
FOR ADDRESS
FOR WITHHOLD CHANGE AND / /
ALL AUTHORITY TO NOTE AT LEFT
NOMINEES / / / / VOTE FOR ALL
NOMINEES
/ / _____________________________________________
To withhold authority to vote for any individual
nominee, write that nominee's name on the line PLEASE SIGN, DATE AND RETURN THIS PROXY
provided above and mark the box at left. PROMPTLY USING THE ENCLOSED ENVELOPE EVEN IF
YOU PLAN TO ATTEND THE MEETING.
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.
Signature:____________________________ Date: ______________ Signature:_______________________ Date: ______________
</TABLE>
