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 per-
mitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DT INDUSTRIES, 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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[ ] 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.:
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(4) Date Filed:
<PAGE>
DT INDUSTRIES, INC.
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Monday, November 10, 1997
----------------------
To the Stockholders of
DT Industries, Inc.
The Annual Meeting of Stockholders of DT Industries, Inc., a Delaware
corporation (the "Company"), will be held at the University Plaza, 333 John Q.
Hammons Parkway, Springfield, Missouri 65806 on Monday, November 10, 1997, at
10:00 a.m., Central Standard Time, for the following purposes:
(1) To elect directors to serve for terms of one to three years
respectively or until their successors are elected and qualified;
(2) To ratify or reject the appointment of Price Waterhouse LLP as
independent auditors of the Company for the fiscal year ending June
28, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof, according to the proxies'
discretion and in their discretion.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on September 15, 1997,
are entitled to notice of and to vote at the meeting.
Order of the Board of Directors,
/s/ Bruce P. Erdel
Bruce P. Erdel
Vice President--Finance and Secretary
Springfield, Missouri
September 29, 1997
- --------------------------------------------------------------------------------
| PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED PROXY FORM AND RETURN IT IN THE |
| ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING. |
| YOU MAY REVOKE YOUR PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH |
| TO VOTE IN PERSON. |
- --------------------------------------------------------------------------------
<PAGE>
DT INDUSTRIES, INC.
Corporate Centre, Suite 2-300
1949 East Sunshine
Springfield, Missouri 65804
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
Monday, November 10, 1997
---------------------
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of DT Industries,
Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., Central Standard
Time, Monday, November 10, 1997, or at any adjournment thereof, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at the University Plaza, 333 John
Q. Hammons Parkway, Springfield, Missouri 65806. The proxy is revocable at any
time prior to its exercise by delivering to the Company a written notice of
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
This proxy material is first being sent to stockholders on or about
September 29, 1997.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on September 15, 1997 are
entitled to notice of and to vote at the Annual Meeting. As of the close of
business on that date, there were outstanding and entitled to vote 11,301,875
shares of common stock, $.01 par value ("Common Stock"), each of which is
entitled to one vote. No cumulative voting rights exist under the Company's
Restated Certificate of Incorporation. For information regarding the ownership
of the Company's Common Stock by holders of more than five percent of the
outstanding shares and by the management of the Company, see "Security Ownership
of Certain Beneficial Owners and Management."
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Annual Meeting. Under
Delaware law and the Company's Amended By-laws, all matters expected to be
submitted for consideration at the Annual Meeting will be determined on the
basis of a percentage of votes cast at the Annual Meeting. All matters expected
to be brought before the meeting require the affirmative vote of the holders of
a majority of the Company's Common Stock represented and voting at the Annual
Meeting for approval.
ELECTION OF DIRECTORS
Pursuant to the Company's Restated Certificate of Incorporation, as
amended, the Board of Directors is divided into three classes (Class I, Class II
and Class III), with all classes as nearly equal in number as possible. One
class of directors is ordinarily elected at each Annual Meeting of the
Stockholders for a three-year term. Since their election at the 1996 Annual
Meeting of Stockholders, Samuel A. Hamacher, a Class I director, Gregory A. Fox,
a Class II director, and James C. Janning, a Class III director, have resigned
and John F. Logan, Frank W. Jones and
<PAGE>
Graham L. Lewis have been elected by the Board to fill the respective vacancies.
The Company's Amended By-laws provided that any directors so appointed to fill
vacancies may serve only until the next Annual Meeting of Stockholders. The
terms of the Class I directors expire at the Annual Meeting or after their
successors are duly elected and qualified. James J. Kerley, Charles F. Pollnow
and Mr. Logan have been nominated by the Board for election as Class I directors
at the Annual Meeting for terms of three years each or until their successors
are duly elected and qualified. Mr. Jones and Mr. Lewis have been nominated by
the Board for election at the Annual Meeting as Class II and Class III
directors, respectively, to serve for respective terms of one and two years or
until their successors are duly elected and qualified.
Donald E. Nickelson, a Class III director whose term was due to expire at
the 1999 Annual Meeting of Stockholders has tendered his resignation, to be
effective upon the convening of the Annual Meeting.
The Board currently consists of nine members; however, in accordance with
the Amended By-laws, the Board has determined to reduce the number of directors
to eight effective as of November 10, 1997. The stockholders will vote at the
Annual Meeting for the election of five directors. There are no family
relationships among any directors or executive officers of the Company.
The persons named in the enclosed proxy will vote for the election of the
nominees for each class of the Board of Directors and for the respective terms
designated below unless authority to vote is withheld.
All nominees have consented to serve if elected. In the event that any of
the nominees should be unable to serve, the persons named in the proxy will vote
for such substitute nominee or nominees as they, in their discretion, shall
determine. The Board of Directors has no reason to believe that any nominee
named herein will be unable to serve. Except as set forth below, each of the
nominees and other directors has been engaged in his principal occupation
described below during the past five years.
The Board of Directors recommends voting "FOR" each of the nominees named
below.
The following material contains information concerning the nominees for
election as directors and the other directors of the Company.
NOMINEES FOR DIRECTORS
Class I (Term of Office
Expires in 2000) Age Principal Occupation Director Since
- ------------------------- --- -------------------- --------------
James J. Kerley ......... 74 Chairman of the Board July 1992
of the Company,
Springfield, Missouri
Charles F. Pollnow .... 65 Chairman of the Board, November 1995
President and Chief
Executive Officer of
Brulin Corporation,
Indianapolis, Indiana
John F. Logan ........... 62 President--Automation May 1997
Group of the Company,
Dayton, Ohio
Class II (Term of Office
Expires in 1998) Age Principal Occupation Director Since
- ------------------------- --- -------------------- --------------
Frank W. Jones .......... 57 Independent Management August 1997
Consultant, Tucson,
Arizona
Class III (Term of Office
Expires in 1999) Age Principal Occupation Director Since
- ------------------------- --- -------------------- --------------
Graham L. Lewis ......... 47 President--Packaging May 1997
Machinery Group of
the Company, Montreal,
Quebec, Canada
CONTINUING DIRECTORS
Class II (Term of Office
Expires in 1998) Age Principal Occupation Director Since
- ------------------------- --- -------------------- --------------
Stephen J. Gore ......... 50 President and Chief February 1994
Executive Officer
of the Company,
Springfield, Missouri
Lee M. Liberman ......... 76 Chairman Emeritus of May 1994
Laclede Gas Company,
St. Louis, Missouri
2
<PAGE>
Class III (Term of Office
Expires in 1999) Age Principal Occupation Director Since
- ------------------------- --- -------------------- --------------
William H.T. Bush ....... 59 Chairman of the Board of November 1995
Bush, O'Donnell & Co.,
Inc., St. Louis,
Missouri and Chairman
of the Board of National
Auto & Casualty Co.,
Pasadena, California
Mr. Kerley was elected a director of the Company in July 1992, and became
Chairman of the Board of the Company in May 1997. Mr. Kerley served as the
non-executive Chairman of the Board of Directors of Rohr, Inc. from January 1993
to December 1994 and served as its interim President and Chief Executive Officer
from January 1993 to April 1993. Mr. Kerley retired from Emerson Electric Co. at
the end of 1985 and has served on a number of boards of directors since that
time. While active in industry, he was, at various times, the Chief Financial
Officer of Emerson Electric Co., the Monsanto Company and TransWorld Airlines,
Inc. He serves on the board of directors of Atlantic Coast Airlines, Inc.,
Borg-Warner Automotive, Inc. and Goss Graphic Systems, Inc.
Mr. Pollnow has been the Chairman of the Board, President and Chief
Executive Officer of Brulin Corporation, a manufacturer of healthcare,
commercial and industrial products with headquarters in Indianapolis, Indiana,
since November 1987.
Mr. Logan has been the President--Automation Group of the Company since May
1997. From January 1996 through April 1997, he was the President--Assembly
Systems Group of the Company. Mr. Logan co-founded Advanced Assembly Automation,
Inc., ("AAA") in 1984 and served as its President from 1984 to 1996. AAA, a
subsidiary of the Company, was acquired in 1994.
Mr. Jones has been an independent management consultant in Tucson, Arizona
since October 1987. Prior to that time, he was, at various times, President and
Chief Executive Officer of Giddings & Lewis, Inc., Group Vice President of AMCA
International and Executive Vice President of Modine Manufacturing Company. Mr.
Jones has served as a director of Modine Manufacturing Company since 1982 and
Jason Inc., since 1986.
Mr. Lewis has been the President--Packaging Machinery Group of the Company
since December 1995. Prior to that time, Mr. Lewis was President of the
Company's Kalish business since its acquisition in 1995. From 1989 to 1995, he
was the President and majority stockholder of H.G. Kalish, Inc., certain assets
of which were acquired by the Company in 1995.
Mr. Gore has been the President and Chief Executive Officer of the Company
since June 1993. From May 1992 through May 1993, Mr. Gore was President of the
Company and served as its Chief Financial Officer from October 1990 to August
1993. From January 1988 to September 1990, he served as Senior Vice President of
Finance of Harris-Adacom Corp. (a multinational manufacturer of data
communication products). Prior to that time, Mr. Gore, a certified public
accountant, served as Chief Financial Officer of Techamerica Group, Inc. (a
manufacturer of veterinary pharmaceuticals).
Mr. Liberman has served as Chairman Emeritus of, and a consultant to,
Laclede Gas Company, a natural gas utility, since January 1994. From 1976 to
January 1994, he served as Chairman of the Board and a director of Laclede Gas
Company and, from 1974 to August 1991, as its Chief Executive Officer. Mr.
Liberman has served as a director of CPI Corporation since 1975, Falcon Products
since 1982 and Furniture Brands International since 1985.
Mr. Bush has been Chairman of the Board of Bush, O'Donnell & Co., Inc., an
investment advisory and merchant banking firm located in St. Louis, Missouri
since 1986. Mr. Bush has also been Chairman of the Board of National Auto &
Casualty Insurance Co. located in Pasadena, California since 1996. Mr. Bush is
also a director of Mississippi Valley Bancshares, Inc., Search Financial
Services, Inc., a consumer finance company located in Dallas, Texas, INTRAV,
Inc., a travel services company located in St. Louis, Missouri, and Rite Choice
Managed Care, Inc., a healthcare provider located in St. Louis, Missouri.
3
<PAGE>
Board Meetings-Committees of the Board
The Board of Directors met twelve times during the fiscal year ended June
29, 1997. The Board of Directors presently maintains an Executive Committee, a
Compensation and Options Committee, an Audit Committee and a Nominating
Committee.
The Executive Committee consists of Messrs. Nickelson, Gore, Kerley and
Liberman and exercises all powers of the Board of Directors, to the extent
permitted by law, between meetings of the Board. The Executive Committee met six
times during the fiscal year ended June 29, 1997.
The Compensation and Options Committee consists of Messrs. Kerley, Bush and
Liberman and reviews and approves the Company's executive compensation policy,
makes recommendations concerning the Company's employee benefit policies and
administers the Company's Retirement Income Savings Plan, Cafeteria Benefit Plan
and incentive compensation bonus, stock option and long term incentive plans in
effect from time to time, unless otherwise specified in such plan. The
Compensation and Options Committee met eight times during the fiscal year ended
June 29, 1997.
The Audit Committee consists of Messrs. Liberman, Kerley and Pollnow and
recommends engagement of the Company's independent auditors and is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its systems of internal accounting controls. The Audit Committee met three
times during the fiscal year ended June 29, 1997.
The Nominating Committee consists of Messrs. Nickelson and Liberman and
recommends nominees for election to the Board of Directors. The Nominating
Committee met two times during the fiscal year ended June 29, 1997. The
Nominating Committee will consider nominees submitted by stockholders for
inclusion on the recommended list of nominees submitted by the Company and voted
on at the Annual Meeting of Stockholders in 1998 if such nominations are
submitted in writing to the Company's headquarters, Attention: Nominating
Committee, no later than June 3, 1998.
During the fiscal year ended June 29, 1997, no director attended fewer than
75% of the aggregate of (1) the total number of meetings of the Board of
Directors (held during the period for which he has been a director) and (2) the
total number of meetings held by all committees of the Board on which he served
(during the periods that he served).
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holders of More than Five Percent Beneficial Ownership
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of September 15, 1997 by each
stockholder who is known by the Company to own beneficially in excess of 5% of
the outstanding Common Stock. Except as otherwise indicated, all persons listed
below have sole voting and investment power with respect to their shares of
Common Stock.
Shares of Percent of
Name and Address of Beneficial Owner Common Stock Outstanding Shares
- ------------------------------------ ------------ ------------------
Neuberger & Berman Management, Inc. (1)
605 Third Avenue
New York, New York 10158 ............. 880,000 7.8%
First Chicago NBD Corporation (2)
One First National Plaza
Chicago, Illinois 60670 .............. 857,100 7.6%
- ---------------
(1) Based on a filing of Form 13F, as of June 30, 1997, this stockholder has no
power to vote any of these shares.
(2) Based on a filing of Form 13F, as of June 30, 1997, this stockholder has
sole power to vote 837,432 of these shares.
4
<PAGE>
Beneficial Ownership of Management and Nominees
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of September 15, 1997 by each director
and director nominee of the Company, by each of the executive officers listed in
the Summary Compensation Table ("Named Executive Officers"), and by all
directors and executive officers of the Company as a group.
Shares of Percent of
Name of Beneficial Owner Common Stock Outstanding Shares
- ------------------------ ------------ ------------------
William H.T. Bush (1) ........... 4,500 *
Bruce P. Erdel (2) ............. 40,387 *
Stephen J. Gore (3) ............ 95,550 *
Eugene R. Haffely, Jr. (4) ...... 5,525 *
Frank W. Jones .................. 1,100 *
James J. Kerley (5) ............ 10,000 *
Graham L. Lewis (6) ............. 43,750 *
Lee M. Liberman (5)(7) ......... 7,500 *
John F. Logan (8) ............... 8,500 *
Charles F. Pollnow (1) ......... 3,500 *
--------- ---
All directors, director
nominees and executive
officers as a group
(10 persons) .................. 220,312 1.9%
========= ======
- ---------------
* Less than 1.0%.
(1) Includes 2,500 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the 1994 Directors
Nonqualified Stock Option Plan.
(2) Includes 17,087 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the 1994 Employee
Stock Option Plan.
(3) Includes 37,950 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the Company's 1994
Employee Stock Option Plan.
(4) Includes 1,825 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the Company's 1994
Employee Stock Option Plan.
(5) Includes 5,000 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the 1994 Directors
Nonqualified Stock Option Plan.
(6) Includes 3,750 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the Company's 1994
Employee Stock Option Plan.
(7) Excludes 1,500 shares owned by J & L Investments, a partnership in which
Mr. Liberman holds a 50% interest, as to which shares Mr. Liberman
disclaims beneficial ownership.
(8) Represents 8,500 shares issuable pursuant to options exercisable within 60
days of September 15, 1997, pursuant to the terms of the Company's 1994
Employee Stock Option Plan.
5
<PAGE>
Compensation of Directors
Directors who are employees of the Company or any of its subsidiaries
receive no additional compensation for serving as directors. During the fiscal
year ended June 29, 1997, each director who is not an employee of the Company
received a retainer fee based on an annualized amount of $10,000 for his
services as a director, together with additional fees of $750 for attendance at
each meeting of the full Board of Directors and $350 for attendance at each
meeting of committees of the Board of Directors. Mr. Kerley received an
additional fee based on an annualized amount of $50,000 for his services as
Chairman of the Board of the Company during the fiscal year. Directors are also
entitled to reimbursement for their expenses incurred in attending meetings.
Directors Stock Option Plan. The Company maintains a 1994 Directors
Non-Qualified Stock Option Plan (the "Directors Stock Option Plan") which
provides for the granting of options to the Company's directors who are not
employees of the Company, for up to 100,000 shares of Common Stock.
The Directors Stock Option Plan is administered by a Directors Stock Option
Committee of two or more members of the Board of Directors. Directors who have
been granted an option under the Directors Stock Option Plan during the
twelve-month period preceding appointment to the committee are not eligible to
serve on such committee, and no option may be granted to a director while
serving on the committee.
Options granted or to be granted under the Directors Stock Option Plan may
not be exercised for a period of two years from the date of grant and thereafter
become exercisable on a cumulative basis in 25% increments beginning on the
second anniversary of the date of grant and concluding on the fifth anniversary
of the date of grant. All options granted under the Directors Stock Option Plan
expire ten years from the date of grant.
Options granted or to be granted under the Directors Stock Option Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant as set forth in the Directors Stock
Option Plan or as determined by the Directors Stock Option Committee. Upon
exercise, the exercise price must be paid in full in cash or such other
consideration as the Directors Stock Option Committee may permit.
The Directors Stock Option Plan by its express terms provides for the grant
of options to each person upon becoming an eligible director with respect to
10,000 shares of Common Stock and the grant of an additional option to each
person upon becoming Chairman of the Board (provided he is an eligible director)
with respect to 5,000 shares of Common Stock, in each case at the fair market
value on the date of grant. On May 17, 1997, Mr. Kerley was granted an option
with respect to 5,000 shares of Common Stock with an exercise price per share of
$30.25.
EXECUTIVE OFFICERS
The following provides certain information regarding the executive officers
of the Company who are appointed by and serve at the pleasure of the Board of
Directors:
Name Age Position(s)
- ---- --- -----------
Stephen J. Gore .......... 50 President and Chief Executive Officer (1)
John F. Logan ............. 62 President--Automation Group (1)
Graham L. Lewis ........... 47 President--Packaging Machinery Group (1)
Bruce P. Erdel ........... 37 Vice President--Finance and Secretary (2)
Eugene R. Haffely, Jr. .... 45 Vice President--Operations (3)
- ---------------
(1) See information under "Election of Directors."
(2) Mr. Erdel has been the Vice President--Finance of the Company since August
1993 and Secretary since February 1994. From February 1989 to August 1993,
he was the Director of Accounting of Harbour Group Ltd. From 1987 to 1989,
he served as Corporate Controller of Burks Pumps, Inc. (a pump
manufacturer). Prior to that time, Mr. Erdel, a certified public
accountant, served with Price Waterhouse.
(3) Mr. Haffely has been the Vice President--Operations of the Company since
February 1997. He was co-founder of AAA prior to its acquisition by the
Company in August 1994. Since that time he has served as Vice President,
Operations and President of AAA, Interim President of Hansford
Manufacturing Corporation, a subsidiary of the Company, and Group Vice
President--DT Automation Group.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation of the chief executive
officer and each of the additional four most highly compensated executive
officers paid or accrued for services rendered to the Company and its
subsidiaries during the fiscal years ended June 25, 1995, June 30, 1996 and June
29, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------------------------- ------------
Other Annual Stock Option
Name and Compensation Awards All Other
Principal Position Year Salary ($)(1) Bonus ($)(2) ($)(3)(4) (In Shares) Compensation ($)(5)
- ------------------ ---- ------------- ------------ ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen J. Gore
President and 1997 $400,000 $434,000 (6) $10,006 31,950 $6,800
Chief Executive 1996 280,816 224,000 15,000 31,050 6,581
Officer ............ 1995 244,038 87,500 12,563 12,000 7,462
John F. Logan 1997 $215,000 $105,000 -- 10,000 $6,036
President-- 1996 183,750 88,800 -- 4,000 3,805
Automation Group ... 1995(a) 160,417 35,000 -- 15,000 2,310
Graham L. Lewis
President--
Packaging 1997(c) $184,320 $105,000 -- 2,000 --
Machinery Group .... 1996(b)(c) 154,475 105,053 -- 15,000 --
Bruce P. Erdel
Vice
President-- 1997 $190,000 $146,600 (6) $3,662 15,000 $8,010
Finance and 1996 139,712 89,600 5,500 8,100 6,381
Secretary .......... 1995 116,923 33,600 3,477 6,000 6,708
Eugene R.
Haffely, Jr. 1997 $161,049 $103,600 -- 20,000 $7,304
Vice President-- 1996 100,000 35,200 -- 3,800 2,500
Operations ......... 1995(a) 91,667 17,600 -- 5,000 1,647
</TABLE>
- ---------------
(1) Includes amounts deferred under the 401(k) feature of the Company's
Retirement Income Savings Plan.
(2) Reflects bonus payments earned during the fiscal year, all or a portion of
which may have been paid in a subsequent fiscal year.
(3) Excludes certain personal benefits, the total value of which was less than
10% of the total annual salary and bonus for each of the executives (i.e.
lease value of vehicles, life insurance premium, etc.).
(4) The amount shown represents a bonus accrued to reimburse the interest cost
on a promissory note used to purchase certain shares of the Common Stock.
(5) Reflects Company contributions under the Retirement Income Savings Plan.
(6) Includes special bonuses of $50,000 and $25,000, respectively, paid in
November 1996 to Mr. Gore and Mr. Erdel in connection with the
Corporation's successful offering of Common Stock.
(a) Represents compensation from the date of acquisition of AAA on August 31,
1994.
(b) Represents compensation from the date of acquisition of certain assets of
H.G. Kalish, Inc. on August 28, 1995.
(c) Canadian dollar amounts converted at an average daily exchange rate for the
fiscal year.
7
<PAGE>
Employment Agreements and Termination of Employment Agreements. In
September 1990, the Company entered into an employment agreement with Mr. Gore.
The employment agreement provides that if Mr. Gore's employment is terminated or
his salary or job responsibility becomes significantly reduced for any reason
other than (i) death, (ii) voluntary termination or (iii) cause, he will be
entitled to receive a severance payment equal to 75% of his salary. In
connection with the acquisition of the Kalish business in August 1995, the
Company entered into an employment agreement with Mr. Lewis which provided for
his initial employment as president of Kalish and his initial compensation. The
employment agreement also contains certain provisions concerning noncompetition
and confidentiality applicable to Mr. Lewis. The Company entered into an
employment agreement with Mr. Haffely in February 1997, establishing his initial
compensation as an executive officer, containing certain provisions concerning
noncompetition and confidentiality, and providing for payments to him, under
certain circumstances, following the termination of his employment with the
Company. The Stockholder Agreements between the Company and each of Messrs. Gore
and Erdel also contain provisions for payments to such persons, under certain
circumstances, following the termination of their employment with the Company.
See "Certain Transactions."
Options
The following table sets forth information concerning options granted
during the fiscal year ended June 29, 1997 under the Company's stock option
plans to the Named Executive Officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value at
Number of Percentage of Assumed Annual Rates of
Securities Total Options Stock Appreciation for
Underlying Granted to Option Term (3)
Options Employees in Per Share Expiration -----------------------------
Name Granted(1) Fiscal 1997 (2) Exercise Price Date 5% 10%
- ---- ---------- --------------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stephen J.
Gore 31,950 8.6% 18.00 7/11/06 $361,677 $916,561
John F.
Logan 10,000 2.7 18.00 7/11/06 113,201 286,874
Graham L.
Lewis 2,000 0.5 18.00 7/11/06 22,640 57,375
Bruce P.
Erdel 15,000 4.0 18.00 7/11/06 169,802 430,310
Eugene R. 10,000 2.7 18.00 7/11/06 113,201 286,874
Haffely, Jr. 10,000 2.7 37.50 2/10/07 235,835 597,653
</TABLE>
- ---------------
(1) Represents options granted pursuant to the 1994 Employee Stock Option Plan
and/or the 1996 Long-Term Incentive Plan with an exercise price equal to
the market price on the date of grant. Options become exercisable with
respect to one-fourth of the shares covered thereby on each anniversary of
the date of grant, commencing on the second anniversary of such date.
(2) Options to purchase a total of 371,950 shares were granted to employees
under the Company's 1994 Employee Stock Option Plan and the Company's 1996
Long-Term Incentive Plan in fiscal 1997. A purpose of these plans and the
grants thereunder is to provide a financial incentive to key employees who
are in a position to make significant contributions to the Company.
(3) Potential realizable value is calculated based on an assumption that the
price of the Company's Common Stock appreciates at the annual rate shown
(5% and 10%), compounded annually, from the date of grant of the option
until the end of the option term. The value is net of the exercise price
but is not adjusted for the taxes that would be due upon exercise. The 5%
and 10% assumed rates of appreciation are mandated by the rules of the
Securities and Exchange Commission ("SEC") and do not in any way represent
the Company's estimate or projection of future stock prices.
8
<PAGE>
The following table sets forth information concerning option exercises and
the value of unexercised options held by the Named Executive Officers named in
the Summary Compensation Table above as of June 29, 1997.
Aggregated Option Exercises in Fiscal 1997
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised,
Underlying Unexercised In-the-Money
Shares Acquired Options at Options at
Name on Exercise Value Realized June 29, 1997 June 29, 1997
- ---- --------------- -------------- ----------------------------- -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen J. Gore -- -- 28,000 97,000 $597,453 $1,924,203
John F. Logan -- -- 3,750 25,250 69,375 463,625
Graham L. Lewis -- -- -- 17,000 -- 354,625
Bruce P. Erdel -- -- 14,000 40,100 298,922 787,403
Eugene R. Haffely, Jr. 1,250 $26,563 -- 27,550 -- 309,913
</TABLE>
Compensation Committee Interlocks and Insider Participation
Mr. Hamacher and Mr. Kerley were appointed as members of the Compensation
and Options Committee upon its formation in March 1994. In June 1994 and
November 1995, respectively, James C. Janning and Mr. Bush were added as new
members to such committee. Messrs. Hamacher and Janning resigned from the Board
of Directors in May 1997 and Mr. Liberman was appointed as a new member to the
Compensation and Options Committee. In connection with the purchase of shares of
Common Stock, Mr. Janning was indebted to the Company during the last fiscal
year, as evidenced by certain promissory notes, in an amount in excess of
$60,000, and received a bonus in the amount of the interest cost of such notes
plus all federal and state income taxes applicable to such payments pursuant to
an agreement with the Company. Mr. Janning paid the amount outstanding on the
promissory notes in full during the last fiscal year.
Board Compensation and Options Committee Report on Executive Compensation
The Compensation and Options Committee (the "Committee"), whose purpose is
to administer the Company's executive compensation policies, is composed
entirely of non-employee members of the Board of Directors. It reviews,
recommends and approves changes to the Company's compensation policies and
programs for the chief executive officer and other senior executives of the
Company and certain key employees of its business units whose annual base salary
exceeds $100,000. In addition to its authority in areas of cash compensation,
the Committee administers the Company's stock option plans and agreements and
approves grants to be made in connection therewith.
In the Committee's discharge of its responsibilities, it considers the
compensation, primarily of the chief executive officer, other senior executive
officers and certain other key employees as described above, sets overall policy
and considers in general the basis of the levels of compensation of other key
contributing employees.
Policy and Objectives. Recognizing its role as a key representative of the
stockholders, the Committee seeks to promote the interests of stockholders by
attempting to align management's remuneration, benefits and perquisites with the
economic well-being of the Company. Because the achievement of operational
objectives should, over time, represent the primary determinant of share price,
the Committee links elements of compensation of executive officers and certain
key employees with the Company's operating performance. In this way, objectives
under a variety of compensation programs should eventually reflect the overall
performance of the Company. By adherence to the compensation program, the
compensation process should provide for enhancement of shareholder value.
Basically, the Committee seeks the successful implementation of the Company's
business strategy by attracting and retaining talented managers motivated to
accomplish these stated objectives. The Committee attempts to be fair and
competitive in its views of compensation. Thus rewards involve both business and
individual performance. The key ingredients of the program consist of base
salary, annual cash incentives and long range incentives consisting of stock
options.
9
<PAGE>
Base Salary. As a general principle, base salaries for the chief executive
officer, as well as other executive and key officers of the Company, are
determined by comparing salary data for similar positions in companies that
match the Company's size in sales and earnings. Near the end of fiscal year
1994, the Committee commissioned a study, performed by an independent
compensation and benefits consulting firm, to evaluate executive compensation at
companies comparable to the Company. An updated version of this study was
prepared at the end of fiscal 1996 and considered by the Committee in setting
target compensation, composed of base salary and target bonus, for the executive
officers of the Company and other senior executives of its business units,
including the chief executive officer, for the 1997 fiscal year. At the end of
the 1997 fiscal year, the Committee retained a different independent
compensation and benefits consulting firm to evaluate executive compensation at
companies comparable to the Company and advise the Committee in connection with
the development of an integrated compensation program incorporating short- and
long-term incentives. Certain information obtained through this study was
utilized in setting base salaries for the chief executive officer and the next
four most highly-compensated executive officers of the Company and its business
units for the 1998 fiscal year. Target total cash compensation for each of the
Company's executive officers generally approximates the median amount in the
salary survey for the corresponding position. The Committee anticipates that it
will continue to use periodically updated versions of these studies or other
independent studies or salary surveys of companies comparable to the Company as
a component in the determination of base salary for executive officers. In
addition, the performance of each key executive is evaluated annually and salary
adjustments are based on various factors including revenue growth, earnings per
share improvement, increases in cash flow, new product development, market
appreciation for publicly traded securities, reduction of debt, personal
performance, and position in the salary study or survey range. The Committee
approves base salary adjustments for the key executive officers, including the
chief executive officer. Minimum compensation levels and severance arrangements
for the current chief executive officer were established by a September 1990
agreement approved by the board of directors of the Company's predecessor.
Compensation established for the chief executive officer by the Committee has
exceeded such minimum levels.
Cash Incentive Compensation. To reward performance, the chief executive
officer and other senior executives and key employees are eligible for annual
cash bonuses. The actual amount of incentive compensation paid to each executive
officer and senior executive is predicated on the financial performance of the
Company as a whole, the performance of the operations within the executive's
area of responsibility, and an assessment of each participant's relative role in
achieving the annual financial objectives of the Company as well as each such
person's contributions of a strategic nature in maximizing shareholder value.
Bonuses for the chief executive officer, the vice president--finance, the vice
president--operations, and the vice president--human resources are calculated by
reviewing corporate performance and determining, based on such performance, what
percentage of the target compensation discussed above each of the executive
officers should receive; and by reviewing such person's contributions of a
strategic nature in maximizing shareholder value and adjusting the calculated
bonus in circumstances where the Committee deems such an adjustment to be
necessary. No such adjustments were made with respect to bonuses for fiscal
1997. The Committee, however, approved the payment of special bonuses to the
chief executive officer and the vice president-finance as described in the
footnote to the summary compensation table. Bonuses for executive officers and
senior executives whose area of management responsibility is primarily limited
to one or more business units of the Company are calculated first, by reviewing
the performance of those units; second, by reviewing corporate performance as a
whole and determining, based on such performance, what percentage of the target
compensation discussed above each such executive officer and senior executive
should receive; and, third, by reviewing the relative role of each executive
officer or senior executive in achieving the annual financial objectives of the
Company as well as each such person's contributions of a strategic nature in
maximizing shareholder value and adjusting the calculated bonus in circumstances
where the Committee deems such an adjustment to be necessary. Corporate
performance and performance of applicable business units each comprise a pre-set
percentage of annual cash incentive compensation for this group of executives.
Bonuses for senior executives or key employees of one or more business units of
the Company are calculated first, by reviewing the performance of those units;
and second, by reviewing the relative role of each senior executive or key
employee and adjusting the calculated bonus in circumstances where the Committee
deems such an adjustment to be necessary. Upon the recommendation of the chief
executive officer, the Committee made adjustments to the calculated bonuses
determined with respect to the performance of certain business units, in one
case to compensate for reallocation of projects from one business unit to
another, in another case to reflect dramatic improvement in performance by a
business unit late in the fiscal year and in a third case to reward special
achievements of individual managers with respect to a portion of a measured
business unit.
10
<PAGE>
Stock-Based Incentives. The Company's 1994 Employee Stock Option Plan (the
"1994 Plan") is a long-term incentive program for the chief executive officer,
other executive officers and certain other key employees of its business units.
The basic objective of this plan is the specific and solid alignment of
executive and shareholder interests by forging a direct relationship between
this element of compensation and the shareholders' level of return. This program
represents a desire by the Company to permit executives and other key employees
to obtain an ownership position and a proprietary interest in the Company's
Common Stock.
Under the 1994 Plan, approved by the stockholders, stock option grants are
approved, from time to time, by the Committee. Generally, the Committee attempts
to reflect the optionee's potential impact on corporate financial and
operational performance in the award of stock options. Stock options granted
under the plan during fiscal 1997 have an exercise price equal to the market
price of the Common Stock on the date of grant, expire after ten years, and,
after two years, vest 25% annually.
In September, 1996 the Board of Directors adopted the 1996 Long-Term
Incentive Plan (the "LTIP"), which was approved by the shareholders at the
annual meeting in November of 1997. The LTIP is intended to promote the
interests of the Company and its shareholders by attracting and retaining
exceptional executive personnel and other key employees of the Company and its
subsidiaries, motivating such employees by means of stock options and
performance-related incentives to achieve long-range performance goals, and
enabling such employees to participate in the long-term growth and financial
success of the Company. The LTIP is administered by the Committee. The LTIP
provides for the granting of four types of awards on a stand alone, combination,
or tandem basis, specifically, nonqualified stock options, incentive stock
options, restricted shares and performance stock awards. During fiscal 1997, the
Committee made awards of nonqualified stock options under the LTIP which were
structured and awarded in the same manner as stock options under the 1994 Plan.
As mentioned above, the Committee has retained an independent compensation
and benefits consulting firm to assist in the development of an integrated
compensation program. The Committee anticipates that grants of stock options
and, possibly, restricted shares under the LTIP will be an element of the
Company's long-term stock based incentive compensation in the future.
Compensation and Options Committee
James J. Kerley, Chairman
William H.T. Bush
Lee M. Liberman
11
<PAGE>
Performance Graph
The following graph presents the cumulative return for the Company, the
Nasdaq Market Index, a peer group ("New Peer Group") consisting of U.S.
companies traded on various exchanges and in the over-the-counter market in the
same Standard Industrial Code (SIC) group as the Company (Special Industrial
Machinery; Not Elsewhere Classified), and a peer group ("Old Peer Group")
comprised of five companies traded on various exchanges and in the
over-the-counter market which the Company used in the Company's proxy statement
for the fiscal year ended June 30, 1996 and prior fiscal years as a
representative peer group of the Company. As a result of recent acquisitions and
changes within the Company's existing business, as well as changes in the
businesses of companies in the Old Peer Group, including the acquisition of
Giddings & Lewis, Inc. by Thyssen A.G. and the anticipated delisting of its
stock, the Company believes that the Old Peer Group is no longer representative
of companies in the same industry and line-of-business as the Company. The
performance of the Old Peer Group is included in the graph below for comparative
purposes as required by rules of the SEC, and will not be provided in the
future. The Nasdaq and the peer group data have been provided by Media General
Financial Services, Inc., Richmond, Virginia, without independent verification
by the Company.
Comparison of Cumulative Total Returns
[Performance Graph]
04/15/94 06/30/94 06/30/95 06/28/96 06/30/97
DT INDUSTRIES, INC. 100.00 109.71 82.29 128.52 252.39
OLD PEER GROUP 100.00 78.25 98.40 96.48 109.43
NEW PEER GROUP 100.00 96.84 206.16 152.21 253.07
NASDAQ MARKET INDEX 100.00 98.29 114.25 141.90 174.80
Notes:
A. New Peer Group includes 63 companies, including the Company, in SIC Code
3559-Special Industry Machinery, Not Elsewhere Classified.
B. Companies in the Old Peer Group include: Cincinnati Milacron, Inc.,
Giddings & Lewis, Inc., Gleason Corp., Monarch Machine Tool Company, and
Newcor, Inc.
C. The lines represent quarterly index levels derived from compounded daily
returns that include all dividends.
D. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
E. If the quarterly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
F. The index level of all series was set to 100.0 on 4/15/94.
12
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
persons who own more than 10% of a registered class of the Company's equity
securities to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Executive officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms which they file.
To the Company's knowledge, based solely on review of information furnished
to the Company, reports filed through the Company and representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than 10% beneficial owners were
complied with during the fiscal year ended June 29, 1997.
CERTAIN TRANSACTIONS
Related Party Transactions
Prior to 1994, Stephen J. Gore and Bruce P. Erdel, together with certain
other members of the management of the Company, acquired shares of Common Stock
at prices determined by the Board of Directors of the Company, and the purchase
price therefor was paid partly in cash and partly by delivery of promissory
notes payable to the Company secured by all or some portion of the purchased
shares. Such notes have a ten-year maturity, bear interest at fixed rates of
interest from 5.84% to 6.28% per annum and are payable interest only annually,
with one principal payment at maturity. In connection with such promissory
notes, the Company agreed to pay annual bonuses to such stockholders in amounts
equal to the annual interest payments on the notes plus all federal and state
income taxes applicable to such payments. A pro rata portion of the indebtedness
originally incurred to purchase such shares must be repaid in connection with
any sale of such Common Stock by such stockholder. In connection with the
purchase of his shares of the Common Stock, each such stockholder entered into
an agreement with the Company and Peer Investors, L.P., which agreements were
amended in connection with the Company's initial public offering (as amended,
the "Stockholder Agreements"). The Stockholder Agreements of Messrs. Gore and
Erdel contain provisions concerning noncompetition and confidentiality
applicable to such stockholders and provisions for payments to such
stockholders, under certain circumstances, following the termination of their
employment with the Company. In the event of a termination of any such
stockholder's employment by the Company without cause or his voluntary
resignation within 60 days of a substantial reduction in his duties,
responsibilities or compensation, the Stockholder Agreements provide for payment
of up to one year's base salary to such executive.
During the fiscal year ended June 29, 1997, the following executive
officers and directors had promissory notes in excess of $60,000 outstanding to
the Company:
<TABLE>
<CAPTION>
Balance Outstanding
------------------------------
Highest During At June 29, Interest
Shareholder Position Fiscal 1997 1997 Rate Due Date
- ----------- -------- -------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C>
Stephen J. Gore President & Chief $84,600 $84,600 6.28% 9/30/03
Executive Officer,
Director
</TABLE>
In connection with the acquisition of certain assets of H.G. Kalish Inc. in
September 1995, the Company has agreed to make additional payments of up to
$3,000,000 to Mr. Lewis, a director of the Company and former stockholder of
H.G. Kalish Inc. The amount of the additional purchase price will be determined
by a formula based on the earnings of the acquired business for the three years
after the closing of the acquisition. Such additional purchase price, if any, is
payable in either cash or Common Stock at the Company's option.
13
<PAGE>
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Price Waterhouse LLP to be the
independent auditors of the Company for the year ending June 28, 1998.
A representative of Price Waterhouse LLP is expected to be available at the
Annual Meeting to make a statement if such representative desires to do so and
to respond to appropriate questions. The Board of Directors recommends voting
"FOR" approval and ratification of such selection.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone, telegraph or
facsimile for no additional compensation. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to beneficial owners of the stock held of record by such
persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in so doing.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
The rules of the SEC currently provide that stockholder proposals for the
1998 Annual Meeting must be received at the Company's principal executive office
not less than 120 calendar days prior to the anniversary date of the release of
the Company's proxy statement to stockholders in connection with the 1997 Annual
Meeting to be considered by the Company for possible inclusion in the proxy
materials for the 1998 Annual Meeting.
FINANCIAL INFORMATION
The Company's Annual Report for the fiscal year ended June 29, 1997 is
being mailed to stockholders on or about the date of mailing this Proxy
Statement. The Company will provide, without charge, to any record or beneficial
shareholder as of September 15, 1997, who so requests in writing, a copy of such
Annual Report or the Company's Annual Report on Form 10-K (without exhibits),
including the financial statements and the financial statement schedules, filed
with the SEC. Any such request should be directed to DT Industries, Inc.,
Corporate Centre, Suite 2-300, 1949 East Sunshine, Springfield, Missouri 65804,
Attention: Bruce P. Erdel.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters to
come before the meeting. If any other matters should come before the meeting,
the persons named in the enclosed proxy intend to vote the proxy according to
their best judgment.
You are urged to complete, sign, date and return your proxy to make certain
your shares of Common Stock will be voted at the Annual Meeting. For your
convenience in returning the proxy, an addressed envelope is enclosed, requiring
no additional postage if mailed in the United States.
By Order of the Board of Directors,
/s/ Bruce P. Erdel
Bruce P. Erdel
Vice President--Finance and Secretary
September 29, 1997
14
<PAGE>
DT INDUSTRIES, INC.
PROXY
Annual Meeting November 10, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of DT Industries, Inc. (the "Company"), each
dated September 29, 1997, and the Annual Report for the Fiscal Year ended June
29, 1997, and appoints BRUCE P. ERDEL and GREGORY D. WILSON, or either of them,
with full power to act alone, the proxies and true and lawful attorneys-in-fact
of the undersigned, with full power of substitution and revocation, on behalf
and in the name of the undersigned to vote all shares of stock of said Company
which the undersigned is entitled to vote at the 1997 Annual Meeting of the
Stockholders of the Company to be held at the University Plaza, 333 John Q.
Hammons Parkway, Springfield, Missouri 65806, on November 10, 1997, at 10:00
a.m. and at any adjournment thereof, with the same effect as if the undersigned
were present and voting such shares on the following matters and in the
following manner:
(continued on reverse side)
FOLD AND DETACH HERE
<PAGE>
1. To elect the following nominees as Directors of the Company to serve for
terms of one to three years respectively or until their successors are
elected and qualified.
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees
the contrary below) listed below
---- ----
| | | |
| | | |
---- ----
Nominees for Directors:
Class I--(Term of Office Expires in 2000): James J. Kerley, Charles F. Pollnow,
and John F. Logan
Class II--(Term of Office Expires in 1998): Frank W. Jones
Class III---(Term of Office Expires in 1999): Graham L. Lewis
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below:
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. To ratify or reject the appointment ---- ---- ----
of Price Waterhouse LLP as independent | | | | | |
auditors for the Company for the fiscal | | | | | |
year ending June 28, 1998. ---- ---- ----
3. To transact such other business as may properly come before the meeting or
any adjournment thereof, according to the proxies' discretion, and in their
discretion.
----
| | Please mark this box if you plan to attend the meeting.
| |
---- The shares represented by this proxy will be voted in accordance with
the specification made. If no specification is made, the shares
represented by this proxy will be voted "FOR" all nominees listed in
Proposal 1, "FOR" Proposal 2, and in the discretion of the proxies on
such other business as may properly come before the meeting.
Dated: , 1997
---------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Please date and sign exactly as your name(s) appears on the stock
certificate. If shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized
person. This proxy votes all shares held in all capacities unless
specified.
FOLD AND DETACH HERE
[Logo]
September 29, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held at the University Plaza, 333 John Q. Hammons Parkway,
Springfield, Missouri 65806 at 10:00 a.m., Central Standard Time, on Monday,
November 10, 1997. Enclosed you will find the formal Notice of Annual Meeting
and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and promptly return the proxy form above.
We hope that you will attend and look forward to seeing you there.
/s/ James J. Kerley /s/ Stephen J. Gore
James J. Kerley Stephen J. Gore
Chairman of the Board President and Chief Executive Officer
