<PAGE>
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ACCUSTAFF INCORPORATED
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Joel J. Hughey, Esq.
Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, Georgia 30309
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing 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:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
ACCUSTAFF INCORPORATED
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
APRIL 16, 1997
DEAR ACCUSTAFF INCORPORATED STOCKHOLDER:
On behalf of the Board of Directors and management of AccuStaff
Incorporated, I cordially invite you to attend the annual meeting of
stockholders (the "Annual Meeting") to be held at the Jacksonville Hilton and
Towers, 1201 Riverplace Boulevard, Jacksonville, Florida on May 20, 1997 at
10:00 a.m. local time. The attached Notice of Annual Meeting and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
In addition to the specific matters to be acted upon, there also will be a
report on the operations of the Company. Directors and officers of the Company
will be present to respond to stockholders' questions.
It is important that your shares be represented at the Annual Meeting.
Regardless of whether you plan to attend, you are requested to mark, sign, date
and promptly return the enclosed proxy in the envelope provided. If you attend
the Annual Meeting, which we hope you will do, you may vote in person even if
you have previously mailed a proxy card.
Sincerely,
DEREK E. DEWAN,
Chairman of the Board of Directors,
President and Chief Executive Officer
<PAGE>
ACCUSTAFF INCORPORATED
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1997
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of stockholders (the "Annual
Meeting") of AccuStaff Incorporated (the "Company") will be held on Tuesday, May
20, 1997, at 10:00 a.m., local time, at the Jacksonville Hilton and Towers,
1201 Riverplace Boulevard, Jacksonville, Florida.
The Annual Meeting will be held for the following purposes:
1. to elect seven directors to serve terms scheduled to end in
conjunction with the next annual meeting of stockholders or until
their successors are elected and qualify;
2. to approve an amendment to the Company's 1995 Stock Option Plan;
3. to approve amendments to the Company's Non-Employee Director Stock
Plan; and
4. to transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting;
however, only stockholders of record at the close of business on March 24, 1997,
are entitled to notice of and to vote at the Annual Meeting. In accordance with
Florida law, a list of stockholders entitled to vote at the Annual Meeting shall
be open to the examination of any stockholder, his agent or attorney for any
purpose germane to the Annual Meeting upon written notice, and as provided by
the Florida Business Corporation Act, during regular business hours at the
Company's corporate headquarters at 6440 Atlantic Boulevard, Jacksonville,
Florida from May 10, 1997 to May 20, 1997 and the list shall be available for
inspection at the Annual Meeting by any stockholder that is present.
By Order of the Board of Directors,
MICHAEL D. ABNEY,
SECRETARY
Dated: April 16, 1997
Jacksonville, Florida
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE
AS PROMPTLY AS POSSIBLE.
<PAGE>
ACCUSTAFF INCORPORATED
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 20, 1997
INTRODUCTION
This Proxy Statement and the enclosed form of proxy are first being sent to
stockholders of AccuStaff Incorporated, a Florida corporation (the "Company"),
on or about April 22, 1997, in connection with the solicitation by the Company's
Board of Directors of proxies to be used at the annual meeting of stockholders
(the "Annual Meeting") of the Company to be held on Tuesday, May 20, 1997, at
10:00 a.m., local time, or at any adjournment thereof. The Annual Meeting will
be held at the Jacksonville Hilton and Towers, 1201 Riverplace Boulevard,
Jacksonville, Florida.
Only stockholders of record at the close of business on March 24, 1997 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. As of the Record Date, the Company had
outstanding 98,080,264 shares of Common Stock, par value $.01 per share (the
"Common Stock").
The Board of Directors has designated Derek E. Dewan and Michael D. Abney,
and each or either of them, as proxies to vote the shares of common stock
solicited on its behalf. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked at any time before it has been
exercised by: (i) giving written notice to the Secretary of the Company;
(ii) delivery of a later dated proxy; or (iii) attending the Annual Meeting and
voting in person. The shares represented by the proxy will be voted unless the
proxy is mutilated or otherwise received in such form or at such time as to
render it not votable. If sufficient votes in favor of the proposal are not
received by the date of the Annual Meeting, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitation of proxies.
ELECTION OF DIRECTORS
At the Annual Meeting, a Board of seven directors will be elected to serve
terms scheduled to end in conjunction with the next annual meeting of
stockholders and until their successors are duly elected and qualified.
Directors will be selected by a plurality of votes cast by shares entitled to
vote at the meeting. Shares may be voted for or withheld from each nominee.
Shares that are withheld will have no effect on the outcome of the election
because directors will be elected by a plurality of the shares voted for
directors. Shares of Common Stock that are voted to abstain and shares which
are subject to broker non-votes with respect to any matter will not be
considered cast with respect to that matter. The accompanying proxy will be
voted, if authority to do so is not withheld, for the election as directors of
the persons named below who have been designated by the Board of Directors as
nominees. Each nominee is presently available for election and is a member of
the Board of Directors. If any nominee should become unavailable, which is not
now anticipated, the persons voting the accompanying proxy may in their
discretion vote for a substitute.
Information concerning the Board of Directors' nominees, based on data
furnished by them, is set forth below. There are no family relationships between
any directors or executive officers of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE FOLLOWING. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH THE
COMPANY; PRINCIPAL
OCCUPATIONS DURING PAST YEAR FIRST BECAME
FIVE YEARS; OTHER DIRECTOR OF THE
NAME (AGE) DIRECTORSHIPS COMPANY
- --------------------------- --------------------------- ----------------------
<S> <C> <C>
Derek E. Dewan (42)*+ President and Chief 1994
Executive Officer of the
Company since January 1,
1994; Director since
January 28, 1994 (Chairman
since June 19, 1996);
Partner with the
accounting firm of Coopers
& Lybrand L.L.P. for more
than five years, prior to
joining the Company, most
recently as the managing
partner of the
Jacksonville, Florida
Office. Mr. Dewan
currently serves on the
Board of Directors of the
National Association of
Temporary and Staffing
Services ("NATSS") and on
the Boards of General
Parcel Service, Inc. and
Payroll Transfers, Inc.
Walter W. Macauley (54) Director of the Company 1996
(Vice Chairman of the
Board since November 14,
1996). From April 1995 to
November 1996, Mr.
Macauley was President,
Chief Executive Officer
and a Director of Career
Horizons, Inc.; President
and Chief Executive
Officer of Adia Services,
Inc., a provider of
temporary help services
from 1979 to 1992, and a
private investor from 1992
until the time he joined
Career Horizons, Inc. Mr.
Macauley previously served
on the Board of NATSS.
Delores P. Kesler (56)* Director of the Company, 1992
Chairman of the Board of
Directors from January 1,
1994 until June 19, 1996;
President and Chief
Executive Officer from May
1992 to January 1, 1994;
Chairman and Chief
Executive Officer of ATS
Services, Inc., a
temporary staffing service
formed by her in 1978,
until its merger into the
Company in May 1992;
Director of the Clay
County Bank in Orange
Park, Florida and
Physicians Sales &
Services, Inc., a
publicly-held distributor
of medical supplies; Past
member of the Executive
Committee of NATSS;
Founder of the Florida
Temporary Services
Association.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH THE
COMPANY; PRINCIPAL
OCCUPATIONS DURING PAST YEAR FIRST BECAME
FIVE YEARS; OTHER DIRECTOR OF THE
NAME (AGE) DIRECTORSHIPS COMPANY
- --------------------------- --------------------------- ----------------------
<S> <C> <C>
William H. Thumel, Jr. (50)*# Director of the Company 1992
since May 1992; Chairman
of the Board from January
1, 1993 to December 31,
1993 and Secretary from
May 1992 through January
1, 1993; Chairman and
Chief Executive Officer of
Abacus Services, Inc., a
temporary staffing service
he founded in 1974, until
its merger into the
Company in May 1992; Past
member of the Executive
Committee of NATSS.
T. Wayne Davis (50)#+ Director of the Company 1994
since February 1994;
Private investor for the
past five years; President
and Chairman of the Board
of Tine W. Davis Family-WD
Charities, Inc.; President
of Red Wing Properties,
Inc.; Of Counsel to the
Florida law firm of
Greenberg, Traurig, et al.
(from 1990-1995); Director
of Enstar Group,
Winn-Dixie Stores, Inc., a
publicly-held grocery
chain, Enterprise National
Bank and Associated
Industries of Florida
Property and Casualty
Trust. Mr. Davis also
serves as Vice Chairman of
the Board of Riverside
Golf Investments; and
Chairman of the Board of
General Parcel Service,
Inc., a publicly held
package distribution
company.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH THE
COMPANY; PRINCIPAL
OCCUPATIONS DURING PAST YEAR FIRST BECAME
FIVE YEARS; OTHER DIRECTOR OF THE
NAME (AGE) DIRECTORSHIPS COMPANY
- --------------------------- --------------------------- ----------------------
<S> <C> <C>
John K. Anderson, Jr. (48)#+ Director of the Company 1996
since November 7, 1996;
currently is National
Director of the Cancer
Insurance Division of
American Heritage Life
Insurance Company. Mr.
Anderson served as Chief
Executive Officer of E.G.
Baldwin & Associates,
Inc., a regional
distributor of medical
imaging products and
services from September
1993 to December 1995;
Co-founder and President
of National Healthcare
Distribution, Inc. from
January 1994 to December
1995; President and Chief
Executive Officer of
Capitol American Financial
Corporation from August
1990 to May 1993.
Michael D. Abney (61) Director of the Company 1997
since February 10, 1997,
Secretary and Treasurer;
Senior Vice President of
the Company since March
1995 and Chief Financial
Officer of the Company
since joining the Company
in November 1992. He is a
certified public
accountant and was a
partner with Coopers &
Lybrand, L.L.P. for 22
years prior to joining the
Company, most recently as
managing partner of
Coopers & Lybrand L.L.P.'s
Jacksonville, Florida
office.
- ----------------
</TABLE>
* Member of the Executive Committee.
# Member of the Audit Committee.
+ Member of the Compensation Committee.
BOARD OF DIRECTORS AND STANDING COMMITTEES. Regular meeting of the Board of
Directors are held approximately four times a year, with special meetings as
needed. During 1996, the Board of Directors held three regular meetings and
seventeen special meetings. Each director attended at least 75% of the
aggregate of: (i) all meetings of the Board of Directors and (ii) all meetings
of Board committees on which he or she served during 1996.
The Board of Directors has established three standing committees: an Executive
Committee; an Audit Committee; and a Compensation Committee, which are described
below. Members of these
-4-
<PAGE>
committees are elected annually at the regular Board of Directors meeting held
in conjunction with the annual stockholders' meeting. The Board of Directors
presently does not have a nominating committee.
EXECUTIVE COMMITTEE. The Executive Committee is presently comprised of
Mr. Dewan (Chairman) and Ms. Kesler. The Executive Committee did not formally
meet during 1996. Subject to the limitations specified by the Florida Business
Corporation Act, the Executive Committee is authorized by the Company's bylaws
to exercise all of the powers of the Board of Directors when the Board of
Directors is not in session.
AUDIT COMMITTEE. The Audit Committee is presently comprised of Messrs.
Anderson (Chairman) and Davis, neither of whom is an officer of the Company.
Regular meetings of the Audit Committee are scheduled to be held twice a year,
with one meeting scheduled in conjunction with the annual stockholders' meeting.
The Audit Committee met twice during 1996. The principal responsibilities of
and functions generally performed by the Audit Committee are reviewing the
Company's internal controls and the objectivity of its financial reporting,
making recommendations regarding the Company's employment of independent
auditors and reviewing the annual audit with the auditors.
COMPENSATION COMMITTEE. The Compensation Committee is presently comprised of
Messrs. Davis (Chairman), Dewan and Anderson. During 1996, the Compensation
Committee met one time. This Committee has the responsibility of approving the
compensation arrangements for senior management of the Company, including annual
bonus compensation. It also recommends to the Board of Directors adoption of
any compensation plans in which officers and directors of the Company are
eligible to participate. Although a member of the Compensation Committee,
Mr. Dewan does not participate in any of the decisions regarding the terms of
his employment or compensation or the administration of the Company's stock
option plans.
EXECUTIVE OFFICERS. The executive officers of the Company are Derek E. Dewan,
Chairman, President and Chief Executive Officer, Walter W. Macauley, Vice
Chairman of the Board, Michael D. Abney, Senior Vice President, Chief Financial
Officer and Secretary, James R. O'Reilly, Chief Operating Officer, Marc M. Mayo,
Senior Vice President and Counsel and Sean D. Mann, Vice President and
Controller. Certain background information regarding the executive officers of
the Company is set forth below, expect for such information concerning Messrs.
Dewan, Macauley and Abney, which is set forth above under "Election of
Directors."
James R. O'Reilly, 54, has served as Chief Operating Officer of the Company
since October, 1993 and as Vice President-Southeast Region from the Company's
formation in May 1992 to October, 1993. Prior to May 1992, Mr. O'Reilly was
employed by ATS Services, Inc., one of the Company's predecessor companies, for
four years, most recently as Vice President.
Marc M. Mayo, 42, has served as Senior Vice President and Counsel since
February 1, 1997. Prior thereto, Mr. Mayo was with the law firm of Coffman,
Coleman, Andrews & Grogan for fourteen years, the last nine as a partner.
Sean D. Mann, 29, joined the Company in September 1993 as Controller and in
January 1995 was promoted to Vice President. Mr. Mann is a certified public
accountant and was on the staff of the Jacksonville, Florida office of Coopers &
Lybrand from August 1990 until September 1993. He received a Bachelor of
Science degree in accounting from the University of Florida and a Masters of
Accounting degree from the University of North Florida.
-5-
<PAGE>
VOTING SECURITIES
The record of stockholders entitled to vote was taken at the close of business
on March 24, 1997. At such date, the Company had outstanding and entitled to
vote 98,080,264 shares of common stock. $.01 par value ("Common Stock"). Each
share of Common Stock entitles the holder thereof to one vote. Holders of a
majority of the outstanding shares of Common Stock must be present in person or
represented by proxy to constitute a quorum at the Annual Meeting.
The following table shows the beneficial ownership as of March 24, 1997 of
(i) each director and nominee for director, (ii) the Named Executive Officers,
as defined below, (iii) those persons known to the Company to be beneficial
owners of more than 5% of its outstanding Common Stock and (iv) all directors
and executive officers as a group. Unless otherwise indicated, each of the
stockholders listed below exercises sole voting and dispositive power over the
shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
----------------------
NAME NUMBER PERCENT(1)
- ---- --------- ----------
<S> <C> <C>
Derek E. Dewan (2) 1,983,100 1.99%
Walter W. Macauley (3) 1,765,000 1.77
Delores P. Kesler 2,680,000 2.73
William H. Thumel, Jr. (4) 1,620,000 1.65
T. Wayne Davis (5) 201,400 *
John K. Anderson, Jr. 700 *
Michael D. Abney (6) 554,240 *
James R. O'Reilly (7) 496,198 *
Sean D. Mann (8) 330,939 *
AIM Management Group, Inc. (9) 5,193,804 5.30
Provident Investment Counsel, Inc. (10) 5,383,754 5.49
Massachusetts Financial Services Company (11) 6,348,886 6.47
Pilgrim Baxter & Associates, Ltd. (12) 6,562,565 6.69
All directors and executive officers
as a group (10 persons) (13) 9,632,477 9.38%
- --------------------------
</TABLE>
* Indicates less than 1%.
(1) Percentage is determined on the basis of 98,080,264 shares of Common Stock
outstanding as of March 24, 1997, plus shares of Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(2) Mr. Dewan owns or has options to acquire a total of 2,783,100 shares of
Common Stock, including the 1,983,100 shares shown in the table above.
Mr. Dewan's 2,783,000 shares consist of: (i) 100 shares held in his name
(ii) 48,000 shares owned by his individual retirement account;
(iii) 1,590,000 shares held pursuant to options that are exercisable within
60 days of March 24, 1997; (iv) 345,000 shares of restricted stock which
vest ratably over the next five years; and (v) 800,000 options that will
vest ratably over the next three years.
(3) Includes 1,748,137 shares of Common Stock pursuant to stock options that
are exercisable within 60 days of March 24, 1997.
(4) Mr. Thumel shares include 180,000 shares held in trust for Mr. Thumel's
children for which Mr. Thumel is the Trustee.
-6-
<PAGE>
(5) Mr. Davis beneficially owns or has options to acquire 245,400 shares of
Common Stock, including the 201,400 shares shown in the table above.
Mr. Davis' 245,400 shares consist of: (i) 130,000 shares held in his name;
(ii) 30,000 shares held by Tine W. Davis Family-WD Charities, Inc., a
foundation, over which Mr. Davis has sole voting and dispositive power;
(iii) 5,400 held in Mr. Davis' wife's name; (iv) 36,000 shares held
pursuant to options that are exercisable within 60 days of March 24, 1997;
and (v) options for 44,000 shares which vest ratably over the next three
years.
(6) Mr. Abney owns or has options to acquire a total of 884,240 shares of
Common Stock, including 554,240 shares shown in the table above.
Mr. Abney's 884,240 shares consist of: (i) 74,240 shares held in his name;
(ii) 480,000 shares held pursuant to options that are exercisable within 60
days of March 24, 1997; and (iii) 330,000 options that will vest ratably
over the next three years.
(7) Mr. O'Reilly owns or has options to acquire a total of 631,198 shares of
Common Stock, including the 496,198 shares shown in the table above.
Mr. O'Reilly's 631,198 shares consist of: (i) 12,000 shares held in his
individual retirement account; (ii) 4,198 shares held in his own name;
(iii) 480,000 shares held pursuant to options that are exercisable within
60 days of March 24, 1997; and (iv) 135,000 options that will vest ratably
over the next three years.
(8) Mr. Mann owns or has options to acquire a total of 465,979 shares of Common
Stock, including the 330,939 shares shown in the table above. Mr. Mann's
465,979 shares consist of: (i) 939 shares held in his name; (ii) 330,000
shares held pursuant to options that are exercisable within 60 days of
March 24, 1997 and (iii) 135,000 options that will vest ratably over the
next three years.
(9) Based on information the Company obtained from AIM Management Group, Inc.'s
Schedule 13-G filed as of February 12, 1997. The business address of AIM
Management Group, Inc. is 11 Greenway Place, Suite 1919, Houston, Texas
77046.
(10) Based on information the Company obtained from Provident Investment
Counsel, Inc.'s Schedule 13-G filed as of February 10, 1997. The
business address of Provident Investment Counsel, Inc. is 300 North Lake
Avenue, Pasadena, California 91101-4022. According to Provident Investment
Counsel, Inc.'s Schedule 13-G, Provident Investment Counsel, Inc. has sole
voting power over 4,258,084 shares of Common Stock and sole dispositive
power over 5,383,754 shares of Common Stock.
(11) Based on information the Company obtained from Massachusetts Financial
Services Company's Schedule 13-G filed as of February 5, 1997. The
business address of Massachusetts Financial Services Company is 500
Boylston Street, Boston, Massachusetts 02116.
(12) Based on information the Company obtained from Pilgrim Baxter & Associates,
Ltd.'s Schedule 13-G filed as of February 14, 1997. The business address
of Pilgrim Baxter & Associates, Ltd. is 1255 Drummers Lane, Suite 300,
Wayne, Pennsylvania 19087-1590.
(13) Includes 4,664,137 held pursuant to options that are exercisable within 60
days of March 24, 1997.
-7-
<PAGE>
COMPENSATION COMMITTEE REPORT
The Company's overall compensation philosophy includes: attracting and
retaining quality executive talent; reinforcing strategic performance
objectives; and building goal congruence between the executive officers and
stockholders. Thus, there are three components to executive compensation: base
salary; incentive compensation; and equity participation.
BASE SALARY. In establishing the base salaries of executive officers,
attention is given to attracting and retaining quality management. The Company
looks to both the levels of compensation in the staffing services industry and
the marketplace for executives with similar experience and abilities to
determine the amount of base compensation. The Company's intent with respect to
base compensation, which has been established pursuant to employment agreements
in the case of Messrs. Dewan, Macauley, O'Reilly, and Abney that are described
elsewhere in this Proxy Statement, is to set the level at or below the total
compensation level of the industry and marketplace to allow for stronger
incentive compensation and equity participation upon performance. The Chief
Executive Officer's, Vice Chairman's, Chief Operating Officer's and Chief
Financial Officer's bonuses are based on a percentage of the year-to-year
increase in the Company's pre-tax income. Other officers may receive bonuses
from time to time based on either the recommendation of the CEO or the Board of
Directors, tied to subjective as well as objective performance criteria.
EQUITY PARTICIPATION. The Committee strongly believes that to encourage the
long-term growth of stockholders' value each executive officer must have some
form of equity participation. Thus, each of the executive officers participates
in stock ownership via either pre-existing ownership of stock or via stock
options (and in case of the Chief Executive Officer, via restricted stock).
During fiscal 1996, pursuant to the Company's stock plans, there were option or
stock grants for 4,065,000 shares of common stock to executive officers and
1,624,400 shares of common stock were made to other employees. In addition,
between December 31, 1996 and March 31, 1997, the Company granted no options to
executive officers and 490,000 shares of Common Stock to other employees.
CHIEF EXECUTIVE OFFICER. Although a member of the Committee, Mr. Dewan does
not participate in any of the decisions regarding the terms of his employment or
compensation or the administration of the Company's Employee Stock Plan and
Stock Option Plan. Mr. Dewan joined the Company on January 1, 1994. At such
time, the Company and Mr. Dewan entered into an employment agreement, which
provided that Mr. Dewan be compensated on a pay-for-performance basis. Since
his arrival, the Company has been able to grow revenues to approximately $1.448
billion in fiscal 1996 from approximately $401 million in fiscal 1993,
determined under the pooling-of-interests method of accounting, and increase
earnings per share approximately 600%. As reflected in the performance graph
included herein, the Company's stock has substantially outperformed both the S&P
500 and the Company's industry peer group.
In January 1996, the Committee increased Mr. Dewan's annual base salary from
$250,000 to $350,000. In addition, in January 1996, the Committee granted Mr.
Dewan options to acquire 1,200,000 shares of Common Stock at the fair market
value of the Common Stock on the date of grant. The Committee provided that
600,000 of these options granted in January 1996 would vest immediately upon the
attainment of a sustained price for the Company's Common Stock at a price
approximately 38% above the market price on the date of grant. This target has
been met and Mr. Dewan is fully vested in one-half of the options granted in
January 1996. The remainder of the options granted in January 1996 vest ratably
over a two-and-a-half year period ending in 1998. The Committee also granted
345,000 shares of restricted stock to Mr. Dewan effective as of July 1, 1996,
which vest over a five-year period ending in 2001. In November 1996, the
Committee granted Mr. Dewan additional options to acquire an additional 500,000
shares of Common Stock at the fair market value of the Common Stock on the date
of grant. The Committee provided that such options are to vest ratably over a
three-year period beginning on the
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<PAGE>
anniversary of the date of grant. All of such options have been granted to
Mr. Dewan in recognition of his continued service and efforts towards the growth
and success of the Company.
Through the above described compensation, the Committee sought to align Mr.
Dewan's compensation with the interests of the Company's stockholders. As the
Company's performance goals are met or exceeded, resulting in increased value to
stockholders, executives are rewarded commensurately. In light of the
contributions Mr. Dewan has made to the Company, including the substantial
increase in stockholder value during his tenure with the Company, the Committee
considers the amount of Mr. Dewan's compensation for fiscal 1996 to be
reasonable.
To the extent determinable and as one of the factors in its consideration of
compensation matters, the Compensation Committee considers the anticipated tax
treatment to the Company and to the executives of various payments and benefits.
Interpretations of and changes in the tax laws and other factors beyond the
Committee's control affect the deductibility of compensation. Section 162(m) of
the Internal Review Code of 1986, as amended (the "Code") generally limits the
corporate tax deduction for compensation paid to executive officers named in the
Summary Compensation Table to $1,000,000 unless certain requirements are met.
The Committee believes that the Company's 1995 Stock Option Plan complies with
Section 162(m) and, therefore, stock options and stock appreciation rights
("SARs") granted under this plan would qualify for the corporate tax deduction.
As it has done in the past, the Committee intends to design future
compensation awards for the executive officers subject to the deduction limit so
the corporate tax deduction is maximized without limiting the Committee's
flexibility to attract and retain qualified executives to manage the Company.
However, the Committee will not necessarily limit executive compensation to that
deductible under Section 162(m). The Committee will consider various
alternatives to preserving the deductibility of compensation payments and
benefits to the extent reasonably practicable and to the extent consistent with
its other compensation objectives.
The foregoing report has been furnished by:
ACCUSTAFF INCORPORATED
COMPENSATION COMMITTEE
T. Wayne Davis, Chairman
John K. Anderson, Jr.
Derek E. Dewan
-9-
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on the S&P 500 index and
the common stock of eight companies in the temporary staffing business, as
described below, for the period beginning August 16, 1994, the date that trading
first began on the Nasdaq National Market, and ending December 31, 1996 (the
last trading date in the Company's 1996 fiscal year), assuming the reinvestment
of any dividends and assuming the investment of $100 in each. The Company's
Common Stock was traded on the Nasdaq National Market until November 15, 1996,
at which time it commenced trading on the New York Stock Exchange under the
symbol ASI.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG ACCUSTAFF, S&P 500 STOCKS INDEX AND
SELF-DETERMINED TEMPORARY STAFFING PEER GROUP INDEX
<CAPTION> S&P 500 Self-Determined
Measurement period AccuStaff Stocks Temporary Staffing
(Fiscal Year Covered) Incorporated Index Peer Group
- --------------------- ------------ -------- ------------------
<S> <C> <C> <C>
Measurement PT -
08/16/94 $ 100.0 $ 100.0 $ 100.0
FYE 12/30/94 $ 117.6 $ 99.9 $ 105.2
FYE 06/30/95 $ 188.2 $ 120.1 $ 102.5
FYE 12/29/95 $ 752.9 $ 137.4 $ 126.2
FYE 06/28/96 $1,398.9 $ 151.6 $ 161.1
FYE 12/31/96 $1,084.5 $ 169.4 $ 136.9
</TABLE>
Total return calculations for the S&P 500 Stocks and the Self-Determined
Temporary Staffing Peer Group were prepared by the Center for Research in
Security Prices, The University of Chicago. The Self-Determined Temporary
Staffing Peer Group is composed of the stocks of certain companies selected by
the Company in the temporary staffing business, and includes the following
companies: Interim Services, Inc., Kelly Services, Inc., Manpower, Inc.,
Norrell Corp. GA, Olsten Corp., Personnel Management, Inc., Robert Half
International, Inc. and Uniforce Temporary Personnel, Inc. Career Horizons,
Inc. is no longer included in the peer group because it was merged into the
Company during the 1996 fiscal year. Total returns were calculated based on
cumulative total return, assuming the value of the investment in the Company's
Common Stock and in each index on August 16, 1994 was $100 and that all
dividends were reinvested. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
-10-
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the fiscal years indicated to the Company's
Chief Executive Officer and to the Company's four most highly compensated
executive officers whose total salary and bonus exceeded $100,000 during the
year ended December 31, 1996 (the "Named Executive Officers"). The Company did
not grant any stock appreciation rights or make any long-term incentive plan
payouts during the periods shown.
SUMMARY COMPENSATION TABLE/(1)/
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ------------------------
RESTRICTED SECURITIES ALL
STOCK UNDERLYING OTHER
YEAR SALARY BONUS AWARDS OPTIONS/SARS COMPENSATION
---- -------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Derek E. Dewan, ....................... 1996 $350,000 $1,083,640 $4,887,500 1,700,000 $ 42,678
Chairman, President and 1995 250,000 376,331 -- 750,000 34,946
Chief Executive 1994 250,000 159,532 88,050 -- 28,837
Officer/(2)/
Walter W. Macauley, ................... 1996 57,693 450,000 -- 1,000,000 2,250,000
Vice Chairman/(3)/
Michael D. Abney, ..................... 1996 135,000 203,180 -- 390,000 --
Senior Vice President 1995 110,000 60,000 -- 300,000 --
and Chief Financial 1994 100,000 50,000 -- -- --
Officer/(4)/
James R. O'Reilly, .................... 1996 150,000 203,180 -- 315,000 --
Chief Operating 1995 125,000 45,000 -- 300,000 --
Officer/(4)/ 1994 100,000 48,846 -- -- --
Sean D. Mann, ......................... 1996 75,000 100,000 -- 315,000 --
Vice President and 1995 51,345 25,000 -- 150,000 --
Controller 1994 42,692 8,227 -- 37,500 --
</TABLE>
- ------------------
(1) All share amounts have been restated to reflect the Company's two-for-one
stock split effective November 27, 1995, and three-for-one stock split
effective March 27, 1996.
(2) Mr. Dewan's bonus is calculated as 4% of the year-to-year increase in the
Company's pre-tax income. The restricted stock amounts granted to Mr. Dewan
vest ratably over the next five years.
(3) Mr. Macauley's compensation consists of amounts paid by the Company after
November 14, 1996, the date of the Company's acquisition of Career Horizons,
Inc. and the amounts set forth under "All Other Compensation" consists of
amounts paid to Mr. Macauley by the Company in consideration of the
termination of his employment agreement with Career Horizons, Inc.
(4) Mr. Abney and Mr. O'Reilly's bonuses for fiscal 1995 were calculated in
accordance with their employment agreements and were equal to 2% of the
year-to-year increase in the Company's pre-tax net income, provided,
-11-
<PAGE>
however, the total bonus could not exceed $60,000 for Mr. Abney and $45,000
for Mr. O'Reilly. Subsequent to the fiscal 1995 year-end, both
Mr. O'Reilly's and Mr. Abney's employment agreements were renewed and the
bonus formula modified to reflect a fiscal 1996 bonus of 0.75% of the year-
to-year increase in the Company's pre-tax income with no limitation as to
the total amount of the bonus.
OPTIONS GRANTS IN LAST FISCAL YEAR.
The following table sets forth information concerning each grant of stock
options to the Named Executive Officers during the year ended December 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR/(1)/
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM/(3)/
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME GRANTED(2) FISCAL YEAR ($/SH) DATE 5% 10%
- ---- ---------- ------------ -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Derek E. Dewan............ 1,200,000 22.45% $ 14.50 1/25/2006 $10,942,766 $27,731,119
500,000 9.36 26.125 11/14/2006 8,214,936 20,818,260
Walter W. Macauley........ 1,000,000 18.71 26.125 11/14/2006 16,429,872 41,636,522
Michael D. Abney.......... 240,000 4.49 14.50 1/25/2006 2,118,553 5,546,224
150,000 2.81 26.125 11/14/2006 2,464,481 6,245,478
James R. O'Reilly......... 240,000 4.49 14.50 1/25/2006 2,188,553 5,546,224
75,000 1.40 26.125 11/14/2006 1,232,240 3,122,739
Sean D. Mann.............. 240,000 4.49 14.50 1/25/2006 2,188,553 5,546,224
75,000 1.40 26.125 11/14/2006 1,232,240 3,122,739
- ------------------
</TABLE>
(1) All share amounts have been restated to reflect the Company's two-for-one
stock split effective November 27, 1995, and three-for-one stock split
effective March 27, 1996.
(2) All options were granted at the market value on the date of grant based
generally on the last sale price on the date of grant of the Company's
Common Stock.
(3) The dollar amounts under these calculations are the result of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock or the present or future
value of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES.
The following table sets forth information concerning the number of options
exercised, the value realized on such exercises and the value of unexercised
options as of December 31, 1996, by the Named Executive Officers.
-12-
<PAGE>
AGGREGATE OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES /(1)/
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT FISCAL
NO. OF SHARES VALUE OPTIONS AT FISCAL END YEAR END
NAME ACQUIRED ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE/(2)/
- ---- -------------------- ----------- ------------------------- -------------------------------
<S> <C> <C> <C> <C>
Derek E. Dewan 660,000 $16,973,700 1,470,000/920,000 $16,560,900/$2,784,600
Walter W. Macauley 16,863 252,018 1,748,137/0 10,429,202/0
Michael D. Abney 132,000 3,064,440 516,000/294,000 7,040,280/1,774,920
James R. O'Reilly 56,400 1,405,094 456,000/159,000 5,822,280/556,920
Sean D. Mann 55,500 1,236,915 306,000/159,000 3,428,280/556,920
- --------------------------
</TABLE>
/(1)/ All share amounts have been restated to reflect the Company's two-for-one
stock split effective November 27, 1995, and three-for-one stock split
effective March 27, 1996.
/(2)/ The closing price of the Company's Stock on the New York Stock Exchange on
December 31, 1996, the last trading day of the Company's fiscal year, was
$21.125.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Derek E. Dewan, the
Company's President and Chief Executive Officer, that provides for an annual
base salary of $350,000 for fiscal 1997, plus incentive compensation equal to 4%
of the increase in the Company's pre-tax income for the fiscal year over the
previous fiscal year. If Mr. Dewan's employment is terminated by the Company
for reasons other than cause or by Mr. Dewan for good reason, the agreement
provides for any unvested options to become immediately exercisable and for
Mr. Dewan to receive a lump sum payment equal to the greater of: (i) the present
value of Mr. Dewan's base salary for the remaining portion of the term of the
employment agreement; or (ii) the present value of two years' base salary. Any
unvested options also will vest upon a change in control. In addition, the
employment agreement provides for Mr. Dewan to receive a car allowance, life and
disability insurance and Company-paid club dues. Mr. Dewan's employment
agreement expires on December 31, 2001.
Effective January 1, 1996, the Company entered into a one-year employment
agreement with Michael D. Abney, the Company's Senior Vice President and Chief
Financial Officer, that provides for an annual salary of $135,000 plus incentive
compensation equal to 0.75% of the increase in the Company's pre-tax income for
the fiscal year over the previous fiscal year. Pursuant to the agreement, if
Mr. Abney is dismissed without cause, he will receive one year's base salary.
In the event of his death, disability or termination without cause, or if there
is a change in control of the Company, the agreement provides for the automatic
vesting of any unvested stock options held by Mr. Abney on such date. The
Company and Mr. Abney have continued to comply with the terms of this agreement.
Effective January 1, 1996, the Company entered into a one-year employment
agreement with James R. O'Reilly, the Company's Chief Operating Officer, that
provides for an annual base salary of $150,000, plus incentive compensation
equal to 0.75% of the increase in the Company's pre-tax income for the fiscal
year over the previous fiscal year. Pursuant to the agreement, if Mr. O'Reilly
is dismissed without cause, he will receive one year's base salary. In the
event of his death, disability or termination without cause, or if there is a
change in control of the Company, the agreement provides for the automatic
vesting of any unvested stock options held by Mr. O'Reilly on such date. The
Company and Mr. O'Reilly have continued to comply with the terms of this
agreement.
-13-
<PAGE>
DIRECTOR'S COMPENSATION
FEES AND OTHER COMPENSATION. All directors, including inside directors,
receive from the Company a quarterly fee of $1,000, attendance fees of $1,500
per Board meeting, $500 for each Board Committee meeting and reimbursement for
their out-of-pocket expenses. In addition, William H. Thumel, Jr., and Delores
P. Kesler each had employment agreements with the Company during 1996 for
services provided in connection with marketing analysis and assistance. These
agreements provided for annual salaries of $12,000 plus payment of certain other
insurance benefits and expenses and the continuation of the noncompetition
restrictions described under "Certain Transactions; Compensation Committee
Interlocks and Insider Participation."
Effective November 14, 1996, in connection with the Company's acquisition of
Career Horizons, Inc. ("Career"), the Company entered into a three-year
employment agreement with Walter W. Macauley, whereby Mr. Macauley is to advise
the Chairman and Chief Executive Officer of the Company with respect to
strategic acquisitions, not to exceed 1,000 hours per year. Such employment
agreement provides for (i) an annual base salary of $350,000, (ii) an annual
bonus based on performance factors similar to those executive officers of the
Company, with a maximum of $350,000 and a minimum of $150,000 per year, and
(iii) an initial grant of 1,000,000 five-year non-qualified stock options, with
an exercise price equal to $26.125. In addition, during the term of the
agreement, the Company is to provide medical coverage to Mr. Macauley in
accordance with the level of benefits generally provided to other senior
executives of the Company, and will reimburse Mr. Macauley for club dues,
automobile expenses and rental expenses for an apartment in New York City in the
same amounts as such expenses were paid or reimbursed to Mr. Macauley by Career.
In accordance with the terms of the agreement, in the event Mr. Macauley elects
to relocate his principal residence during the employment period, the Company
will reimburse him for any loss (up to $250,000) incurred with respect to the
sale of his residence in Woodbury, New York, provided the Company is permitted
to control or approve the terms of the sale.
Either party may terminate Mr. Macauley's employment agreement on 30 days'
notice. If Mr. Macauley dies, becomes disabled or terminates the agreement for
any reason, or if the Company terminates the agreement for cause, then
Mr. Macauley will be entitled to the full base salary and minimum bonus for the
year of termination prorated through the date of termination. If the Company
terminates other than for cause, Mr. Macauley will be entitled to the full base
salary and minimum bonus for the balance of the original three-year term. In any
case other than Mr. Macauley's death, each party will continue to have the
obligations described below with respect to certain covenants.
Under the terms of the agreement, Mr. Macauley covenanted (i) not to divulge
confidential information or trade secrets of the Company, (ii) not to solicit
customers or employees of the Company for the employment term plus two years,
and (iii) not to compete with the Company for the employment term plus five
years. In consideration for the non-competition covenant, the Company will pay
Mr. Macauley a fee of $150,000 per year for each year of the covenant after the
employment term and provide continued coverage under the Company's health and
medical benefits (to the extent available) at Mr. Macauley's expense. At the
end of any year during the non-competition period (but not earlier than three
years after the Company's acquisition of Career), Mr. Macauley may terminate the
covenant not to compete by giving notice to the Company, whereupon the Company's
obligations to pay any further consideration for the covenant will also
terminate.
NON-EMPLOYEES DIRECTOR STOCK PLAN. Prior to the Company's initial public
offering in August 1994, the Board of Directors (excluding outside directors)
adopted, and the Company's stockholders approved, a stock option plan for non-
employee directors (the "Director Plan"). Subsequently, the Board of Directors
unanimously adopted and the stockholders approved certain amendments to the
Director Plan. A total of 600,000 shares of Common Stock are currently reserved
for issuance under the Director
-14-
<PAGE>
Plan. The Director Plan is administered by the Director Stock Plan Committee
which is comprised of members of the Board of Directors who are not eligible to
participate in the Director Plan.
The Director Plan provides for the issuance of non-qualified options to
purchase 60,000 shares of Common Stock to each new non-employee director, upon
first being appointed or elected, at an exercise price equal to the fair market
value of the stock on the date of grant. The options become exercisable ratably
over a five-year period. The awards have a term of ten years but are only
exercisable for a maximum of three years after the participant ceases to be a
director of the Company; however, if a participant ceases to be a director
within one year of initial appointment or election, the options granted shall be
canceled.
In addition, the Director Plan provides for the annual issuance of non-
qualified options to purchase 20,000 shares of Common Stock to each director,
upon reelection, at an exercise price equal to the fair market value of the
stock on the date of grant. The options become exercisable ratably over a
three-year period. Such options are subject to a lifetime limit on the number
of options that may be granted to any director under the Director Plan of
160,000 for directors initially elected prior to the 1996 Annual Meeting of
Stockholders and 100,000 for directors initially elected on or after the 1996
Annual Meeting of Stockholders.
CERTAIN TRANSACTION; COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee, which was formed in fiscal 1994, is presently
comprised of Messrs. Davis, Anderson and Dewan. Mr. Dewan is President and
Chief Executive Officer of the Company and does not participate in decisions
relating to his compensation or the administration of the Company's Stock Plan
and 1995 Stock Option Plan.
Set forth below are various transactions involving the Company and directors
or their related parties. The Audit Committee of the Board of Directors is
responsible for evaluating the appropriateness of all related-party
transactions.
Mr. William H. Thumel, Jr. is Chairman and 50% owner of Abacus Business
Services, Inc. ("Abacus"), an affiliate of one of the Company's four predecessor
companies. Abacus paid the Company approximately $2,062,000 in fiscal 1996 for
temporary staffing services provided to its beeper and paging operations.
Ms. Delores P. Kesler is the President and sole owner of ATS Services, Inc.
("ATS"), an affiliate of one of the predecessor companies. Since May 1992, the
Company has leased its corporate headquarters from ATS under a noncancellable
lease which expired on January 1, 1996. The Company has not formally entered
into a new lease with ATS and has continued to make payments and comply with the
terms of the previous lease. During the year ended December 31, 1996, the
Company paid ATS an aggregate annual rent of approximately $120,000. During the
year ended December 31, 1996, the Company leased space owned by Ms. Kesler in
Jacksonville for three branch office locations under a three-year lease which
expired February 29, 1996 and during the year ended December 31, 1996, the
Company paid an aggregate annual rent of approximately $20,000 pursuant to such
lease. The Company processes at cost the weekly payroll of All Seasons Travel,
Inc., a travel agency of which Ms. Kesler is Chairman and a 51 % stockholder.
All Seasons Travel reimbursed the Company for out-of-pocket costs in the amounts
of approximately $219,000 for fiscal 1996.
The Company has entered into an agreement with American Transtech, Inc.
("Transtech"), a subsidiary of AT&T, to provide temporary staffing services for
Transtech's customer care operations. Those services are provided through
PeopleSystems, Inc. ("PeopleSystems"), a franchise of the Company, utilizing the
Company's temporary employees. The outstanding stock of PeopleSystems is owned
beneficially and of record 51% by Ms. Kesler and 49% by the Company. The
Company owns all accounts
-15-
<PAGE>
receivable arising from PeopleSystems' agreement with Transtech. Under the
Company's fee arrangement with PeopleSystems, the Company retains as franchise
fees all the gross profits from the franchised operations of PeopleSystems and
remits to PeopleSystems an amount necessary to cover the reasonable and
necessary operating expenses of PeopleSystems and an amount sufficient for
PeopleSystems to earn a 6% annual return on total capital invested in
PeopleSystems, which is not material. The franchise agreement provides, among
other things, that Ms. Kesler will be the Chief Executive Officer in charge of
operations for PeopleSystems, that PeopleSystems will not compete with the
Company during the term of the agreement or for two years thereafter, that
transfer or encumbrance of the franchised rights to prohibited and that upon
termination or expiration of the franchise agreement and that the Company has
the option to acquire the business of PeopleSystems at the lower cost or market.
Upon the death or disability of Mrs. Kesler, her heirs are required to offer her
shares of PeopleSystems to the Company at fair market value.
Mr. Thumel and Abacus of Hampton Roads, Inc., a company owned by Mr. Thumel,
lease space to the Company for branch office locations in Virginia pursuant to
five five-year noncancellable leases, three of which expire April 30, 1997, and
two of which expire December 31, 1998. During fiscal 1995, the Company paid
aggregate rent of approximately $49,000 under these leases.
Each of the four founding directors of the Company, Ms. Delores P. Kesler and
Messrs. Stephen A. Hoffmann (resigned from the Board, February 1997), David G.
Richardson (deceased, September 1996) and William H. Thumel, Jr., previously
entered into an Employment and Noncompetition Agreement with the Company under
which the director is prohibited, for a period of three years following
termination of the director's employment with the Company and its affiliates,
from, among other things, engaging in, lending money for the benefit of, or
rendering services for any competitive business within a 50-mile radius of any
office of the Company, and employing, for himself or on behalf of any other
person, within a 50-mile radius of any office of the Company, any person
employed by the Company or its affiliates during the noncompete period. The
business retained by each of the four founding directors are generally excepted
from the noncompete provisions.
PROPOSAL 2: AMENDMENT TO 1995 STOCK OPTION PLAN
In August, 1995, the Board of Directors unanimously adopted, and in June 1996
the stockholders approved, the Company's 1995 Stock Option Plan (the "1995
Plan"). The Board has unanimously adopted a resolution approving and
recommending to the Company's stockholders for their approval, an amendment to
the 1995 Plan (the "1995 Plan Amendment") to increase the total number of shares
underlying options, stock appreciation rights or restricted stock that may be
granted pursuant to the 1995 Plan.
A summary of the principal features of the 1995 Plan is provided below, but is
qualified in its entirety by reference to the full text of the 1995 Plan.
Copies of the 1995 Plan and the 1995 Plan Amendment are available upon request
directed to Michael D. Abney, Senior Vice President and Chief Financial Officer,
AccuStaff Incorporated, 6440 Atlantic Boulevard, Jacksonville, Florida 32211.
THE 1995 PLAN AMENDMENT; SHARES SUBJECT TO THE 1995 PLAN
The 1995 Plan currently provides a limit of 9,000,000 as the number of shares
that can be granted under the plan. As of March 31, 1997, 341,069 shares
remained available to be granted under the 1995 Plan. As the Company continues
to grow, the Company needs to attract and retain highly qualified directors,
employees, consultants and advisors, including the retention of management
personnel of potential acquisition candidates, and the Company believes it is
important to provide such employees and personnel a significant equity interest
in the Company in order to align the interests of such individuals with the
stockholders. In addition, the Board believes that by providing the grantees of
options, SARs and restricted stock with additional incentive to achieve the
Company's objectives and to participate in its
-16-
<PAGE>
success and growth will encourage their continued association with or service to
the Company and its subsidiaries, in an effort to increase the growth and
profitability of the Company. The Board of Directors therefore recommends
amending the 1995 Plan to increase the total number of shares that can be issued
thereunder to 12,000,000.
In the event of a change in the outstanding shares of the Company's Common
Stock by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or other change in corporate structure, the number
and/or type of shares to be awarded under the 1995 Plan shall be adjusted
appropriately by the Compensation Committee to prevent an unfavorable effect
upon the value of the options and SARs to be granted under the 1995 Plan.
The 1995 Plan has a limitation on the number of options, SARs and restricted
stock grants which may be issued to any one participant in a fiscal year in
order to comply with Section 162(m) of the Code. This limitation is set at
2,000,000 as the maximum annual limit in fiscal 1995 and 1996, and 500,000 as
the maximum annual limit in all fiscal years thereafter.
Except as proposed to be amended above, all provisions of the 1995 Plan, as
previously approved by the stockholders, would remain in effect.
ADMINISTRATION
The 1995 Plan is administered by a committee of the Board of Directors which
is vested with responsibility for administering the 1995 Plan (the "Plan
Committee"). The Plan Committee consists of at least two directors appointed
from time to time by the Board of Directors who are to be disinterested
directors as set forth in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). Decisions of the Plan Committee
regarding the interpretation and administration of the 1995 Plan are to be
binding on all persons.
AMENDMENT OF STOCK OPTION PLAN
The 1995 Plan may be amended at any time and from time to time by the Board of
Directors. The Board of Directors may not, however, amend the 1995 Plan without
the approval of the stockholders of the Company if such amendment would:
(i) increase the total number of shares of Common Stock issuable under the Stock
Option Plan: (ii) materially change the class of person that may participate in
the 1995 Plan; or (iii) materially increase the benefits accruing to
participants under the 1995 Plan.
ELIGIBILITY
The class of persons eligible to participate in the 1995 Plan shall include,
but not be limited to, all directors, employees, consultants and advisors to the
Company or its subsidiaries; provided, however, that only employees of the
Company or its subsidiaries shall be eligible to receive incentive stock
options. Subject to the limitations described above, the Stock Option Committee
shall have the discretion to include all persons whose participation in the 1995
Plan that the Plan Committee determines to be in the best interests of the
Company. The approximate number of all directors, employees, consultants and
advisors which management believes are eligible to participate in the 1995 Plan
is approximately 2,200 based on the current number of full-time employees,
provided that the Plan Committee shall have the discretion to include any other
persons whose participation it deems beneficial.
EFFECTIVE DATE AND TERMINATION
The 1995 Plan was effective as of August 24, 1995 and was approved by the
stockholders on June 19, 1996. The Board of Directors may, at any time,
terminate the 1995 Plan. Termination of the 1995
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<PAGE>
Plan will not adversely affect a participant's rights to any option, SAR or
restricted stock granted prior to termination.
TERMS OF STOCK OPTIONS
Options granted under the 1995 Plan may consist of incentive stock options
("ISOs") and nonqualified stock options ("NSOs"); provided, however, that only
employees of the Company or its subsidiaries shall be eligible to receive ISOs.
Options granted under the 1995 Plan need not be identical to one another. The
Plan Committee may, in its discretion, grant options under the 1995 Plan to
employees, including directors who are also employees, as well as advisors and
consultants upon such restrictions, terms and conditions as the Plan Committee
may prescribe.
The purchase price under each option will be established by the Plan
Committee, but in no event will the option price of an ISO be less than 100% of
the fair market value of the Company's Common Stock on the date of grant. The
purchase price for any option granted under the 1995 Plan must be paid in full
at the time of exercise. The exercise price may be paid in cash or the
surrender of shares of Common Stock owned by the participant exercising the
option and having a fair market value on the date of exercise equal to the
option price, or any combination or the foregoing equal to the option price.
The Plan Committee, in its discretion, may provide that the purchase price for
certain options may be paid by execution of recourse promissory notes in favor
of the Company.
ISOs must be granted within ten years of the effective date of the 1995 Plan
and may not be exercisable more than ten years from the date of the grant.
However, there is no requirement that NSOs be exercised within a fixed amount of
time. The Plan Committee may provide, however, that a particular Option (either
an ISO or an NSO) will terminate in a specified period of time.
The Plan Committee, in its discretion, may provide for accelerated vesting of
an option in the event of the participant's death, disability, retirement or
other events. The Plan Committee, it its discretion, may also provide for
accelerated vesting in the event of certain changes in control of the Company.
The Plan Committee, in its discretion, may also provide for accelerated vesting
in the event of certain changes in control of the Company. Each option is
transferable only by will or the law of descent and distribution or in the case
of a Non-Incentive Stock Option pursuant to a Qualified Domestic Relations Order
and may only be exercisable by the participant during his or her lifetime.
OTHER TYPES OF AWARDS
The 1995 Plan also permits the award of SARs and restricted stock awards. An
SAR entitles the recipient to receive the difference between the fair market
value of the Common Stock on the date of exercise and the SAR price, in cash or
in shares of Common Stock, or a combination of both, as determined in the
discretion of the Plan Committee. The SAR price must be at least 50% of the
fair market value of the Common Stock on the date of grant (100% in the case of
SARs issued in tandem with incentive options). Restricted stock awards entitle
the recipient to receive shares of Common Stock, subject to forfeiture
restrictions that lapse over time or upon the occurrence of events specified by
the Plan Committee, with the shares required to be forfeited if the recipient
ceases to be an employee of the Company before the restrictions lapse. No SARs
have been granted. The Plan Committee, in its discretion, may provide that the
grant or vesting of restricted stock is based on the satisfaction of performance
goals in order to comply with Section 162(m) of the Code. Such performance
goals may include increases in pre-tax income, stock price, sales, earnings per
share, cash flows or return on equity.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the 1995
Plan is intended to be a summary of applicable federal income tax law. State
and local tax consequences may differ. Because the federal income tax rules
governing options, SARs and restricted stock and related payments are
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complex and subject to frequent change, participants are advised to consult
their tax advisors prior to exercise of options, SARs or dispositions of stock
acquired pursuant to an option exercise.
ISOs and NSOs are treated differently for federal income tax purposes. ISOs
are intended to comply with the requirements of Section 422 of the Code. NSOs
need not comply with such requirements.
A participant is not taxed on the grant or exercise of an ISO. The difference
between the fair market value of the shares on the exercise date will, however,
be a preference item for purposes of the alternative minimum tax. If a
participant holds the shares acquired upon exercise of an ISO for at least two
years following grant and at least one year following exercise, the
participant's gain, if any, by a subsequent disposition of such shares will be
treated as long-term capital gain for federal income tax purposes. The measure
of the gain is the difference between the proceeds received on disposition and
the participant's basis in the shares (which generally equals the exercise
price). If the participant disposes of stock acquired pursuant to exercise of
an ISO before satisfying the one-and-two year holding periods described above,
the participant will recognize both ordinary income and capital gain in the year
of disposition. The amount of the ordinary income will be the lesser of:
(i) the amount realized on disposition less the participant's adjusted basis in
the stock (usually the option exercise price); or (ii) the difference between
the fair market value of the stock on the exercise date and the option price.
The balance of the consideration received on such disposition will be long-term
capital gain if the stock had been held for at least one year following exercise
of the ISO. The Company is not entitled to an income tax deduction on the grant
or the exercise of an ISO or on the participant's disposition of the shares
after satisfying the holding period requirement described above. If the holding
periods are not satisfied, the Company will be entitled to an income tax
deduction in the year the participant disposes of the shares, in an amount equal
to the ordinary income recognized by the participant.
A participant is not taxed on the grant of an NSO. Upon exercise, however,
the participant recognizes ordinary income equal to the difference between the
option price and the fair market value of the shares on the date of the
exercise. The Company is entitled to an income tax deduction in the year of
exercise in the amount recognized by the participant as ordinary income. Any
gain on subsequent disposition of the shares is long-term capital gain if the
shares are held for at least one year following exercise. The Company does not
receive an income tax deduction for this gain.
Recipients of SARs do not recognize income upon the grant of such rights.
When a participant receives or is deemed under applicable tax rules to have
received payment of a SAR, the participant recognizes ordinary income in the
amount equal to the cash and/or fair market value of shares of Common Stock to
which the SAR relates, and the Company is entitled to income tax deduction equal
to such amount.
APPROVAL BY STOCKHOLDERS
The affirmative vote of a majority of the shares of Common Stock represented
at the Annual Meeting and entitled to vote thereon is required to approve the
1995 Plan Amendment. Shares of Common Stock that are voted to abstain and
shares which are subject to broker non-votes with respect to any matter will not
be considered cast with respect to that matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE 1995 PLAN AMENDMENT TO THE
1995 STOCK OPTION PLAN.
PROPOSAL 3: AMENDMENTS TO NON-EMPLOYEE DIRECTOR STOCK PLAN
In August 1994, the Board of Directors, excluding outside directors, approved
and stockholders adopted, the Company's Non-Employee Director Stock Plan (the
"Director Plan"). The Board has
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unanimously adopted a resolution approving and recommending to the Company's
stockholders for their approval, certain amendments to the Director Plan (the
"Director Plan Amendments") to: (i) increase the total number of shares
underlying options that may be granted pursuant to the Director Plan; (ii) to
make the limitations on the number of options that may be granted pursuant to
such plan to be applicable solely to the formula grants under the Director Plan,
as described below; and (iii) to provide the Board of Directors the authority to
make certain additional discretionary grants of stock options to non-employee
directors pursuant to the Director Plan. In addition to the above amendments,
the Board of Directors approved various non-substantive changes to the Director
Plan to make the Director Plan consistent with the Director Plan Amendments.
A summary of the principal features of the Director Plan is provided below,
but is qualified in its entirety by reference to the full text of the Director
Plan. Copies of the Director Plan and the Director Plan Amendments are
available upon request directed to Michael D. Abney, Senior Vice President and
Chief Financial Officer, AccuStaff Incorporated, 6440 Atlantic Boulevard,
Jacksonville, Florida 32211.
THE DIRECTOR PLAN AMENDMENTS; SHARES SUBJECT TO THE DIRECTOR PLAN
The Director Plan currently provides a limit of 600,000 as the number of
shares that can be granted under the plan. As of March 31, 1997, 400,000 shares
remain available to be granted under the Director Plan. As the Company
continues to grow, the Company needs the ability to attract and retain highly
qualified directors who maintain an equity interest in the Company so as to
align the interests of such directors with those of the stockholders and as to
allow the directors to participate in the success and growth of the Company and
its subsidiaries. In addition to the Initial Grants and Annual Grants, as
described below, received by non-employee directors, the Board of Directors
believes that in order to maintain the quality and credibility of the Company's
Board of Directors, the Board should have the discretion to make additional
option grants to such non-employee directors as warranted (the "Discretionary
Grants"). The Board further believes that by exempting the Discretionary Grants
from the lifetime limits set on the Initial Grants and Annual Grants the Board
will have the necessary flexibility to make additional option grants to
individual directors as the Board deems advisable. The Board of Directors
therefore recommends amending the Director Plan to (i) increase the total number
of shares that can be issued thereunder to 1,600,000; (ii) provide the Board of
Directors with the authority to grant additional options to non-employee
directors as deemed warranted by the Board; and (iii) apply the lifetime
limitations on the number of options that may be granted pursuant to the
Director Plan solely to the Initial Grants and Annual Grants, as described
below. In addition, as a result of recent changes in regulations under Section
16 of the Securities Exchange Act of 1934, as amended, the Director Plan
Amendments provide that the Director Plan, which was previously administered by
a committee of the Board of Directors consisting of members of the Board who
were not eligible to participate in the Director Plan, will be administered by
the full Board of Directors.
In the event of a change in the outstanding shares of the Company's Common
Stock by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or other change in corporate structure, the number
and/or type of shares to be awarded under the Director Plan shall be adjusted
appropriately by the Board of Directors to prevent an unfavorable effect upon
the value of the options to be granted under the Director Plan.
Except as proposed to be amended above, all provisions of the Director Plan,
as previously approved by the stockholders, would remain in effect.
ADMINISTRATION
The Director Plan is to be administered by the Board of Directors.
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AMENDMENT OF DIRECTOR PLAN
The Director Plan may be amended at any time and from time to time by the
Board of Directors. The Board may not, however, amend the Director Plan without
the approval of the stockholders of the Company if such amendment would:
(i) materially change the class of person that may participate in the Director
Plan; (ii) increase the total number of shares of Common Stock issuable under
the Director Plan; or (iii) otherwise require stockholder approval to satisfy
the requirements of Rule 16b-3. Decisions of the Board of Directors regarding
the interpretation of the Director Plan are binding on all persons.
ELIGIBILITY
The class of persons eligible to participate in the Director Plan shall
include directors who are not employees of the Company or its subsidiaries. The
Company anticipates that as of the Annual Meeting, the approximate number of
directors that will be eligible to participate in the Directors Plan will be
four.
EFFECTIVE DATE AND TERMINATION
The Director Plan was effective as of December 29, 1993. The Board of
Directors may, at any time, terminate the Director Plan. Termination of the
Director Plan will not adversely affect a participant's rights to any option
granted prior to termination.
TERMS OF STOCK OPTIONS
Options granted under the Director Plan consist of NSOs. The purchase price
under each option will be established by the Board of Directors, but, in no
event will the option price be less than 100% of the fair market value of the
Company's Common Stock on the date of grant. The purchase price for any option
granted under the Director Plan must be paid in full at the time of exercise.
The exercise price may be paid in cash or the surrender of shares of Common
Stock owned by the participant exercising the option and having a fair market
value on the date of exercise equal to the option price, or any combination or
the foregoing equal to the option price.
Options must be granted within ten years of the effective date of the Director
Plan. The options have a term of ten years but are only exercisable for a
maximum of three years after the participant ceases to be a director of the
Company; however, if a participant ceases to be a director within one year of
initial appointment or election, the options granted shall be canceled.
The Board of Directors, in its discretion, may provide for accelerated vesting
of an option in the event of the participant's death. Each option is
transferable only by will or the law of descent and distribution and may only be
transferred by the participant six months after the date of grant.
OPTION GRANTS
The Director Plan currently provides for the issuance of NSOs to purchase
60,000 shares of Common Stock to each new director, upon first being appointed
or elected (the "Initial Grant") and for annual issuances of NSOs to purchase an
additional 20,000 shares of Common Stock to each director upon reelection (the
"Annual Grants"). The Initial Grants are exercisable ratably over a five-year
period. The Annual Grants are exercisable ratably over a three-year period.
There is a lifetime limit on the aggregate number of options that may be granted
pursuant to the Initial Grant and the Annual Grants to any director under the
Director Plan of 160,000 for directors initially elected prior to the 1996
Annual Meeting of Stockholders and 100,000 for directors initially elected on or
after the 1996 Annual Meeting of Stockholders.
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In addition, if the Director Plan Amendments are approved by the stockholders,
the Board of Directors, in their sole discretion, may grant additional NSOs to
non-employee directors of the Company (the "Discretionary Grants"). Such
options granted under the Director Plan need not be identical to one another.
There is no requirement that the Discretionary Grants be exercised within a
fixed amount of time, however, the Board of Directors may, in its discretion,
grant options under the Director Plan upon such restrictions, terms and
conditions as the Board may prescribe.
The Board of Directors, in its discretion, may provide for accelerated vesting
of an option granted pursuant to a Discretionary Grant in the event of the
optionee's death. The Board, in its discretion, may also provide for
accelerated vesting in the event of certain changes in control of the Company.
Each option is transferable only by will or the law of descent and distribution
or pursuant to a Qualified Domestic Relations Order and may only be exercisable
by the participant during his or her lifetime.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the
Director Plan is intended to be a summary of applicable federal income tax law.
State and local tax consequences may differ. Because the federal income tax
rules governing options are complex and subject to frequent change, participants
are advised to consult their tax advisor prior to exercise.
A participant is not taxed on the grant an NSO. Upon exercise, however, the
participant recognizes ordinary income equal to the difference between the
option price and the fair market value of the shares on the date of exercise.
The Company is entitled to an income tax deduction in the year of exercise in
the amount recognized by the participant of the ordinary income. Any gain or
subsequent disposition of the shares is long-term capital gain if the shares are
held for at least one year following exercise. The Company does not receive an
income tax deduction for this gain.
APPROVAL BY STOCKHOLDERS
The affirmative vote of a majority of the shares of Common Stock represented
at the Annual Meeting and entitled to vote thereon is required to approve the
Director Plan Amendments. Shares of Common Stock that are voted to abstain and
shares which are subject to broker non-votes with respect to any matter will not
be considered cast with respect to that matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENTS TO THE NON-
EMPLOYEE DIRECTOR STOCK PLAN.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities, to file
reports of securities ownership and changes in such ownership with the SEC.
Officers, directors and greater than 10% beneficial owners also are required by
rules promulgated by the SEC to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on review of the copies of such
reports furnished to the Company, the Company believes that, during the last
fiscal year, its executive officers, directors and greater than 10% beneficial
owners complied with all applicable Section 16(a) filing requirements, except
Mr. James P. O'Reilly was inadvertently late in filing a report covering one
transaction.
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
The Company has selected the firm of Coopers & Lybrand L.L.P. to serve as the
independent certified public accountants for the Company for the current fiscal
year ending December 31, 1997. That firm has served as the auditors for the
Company since 1992. Representatives of Coopers & Lybrand L.L.P. are expected to
be present at the Annual Meeting and will be accorded the opportunity to make a
statement, if they so desire, and to respond to appropriate questions.
OTHER MATTERS
The Board of Directors does not know of any other matters to come before the
Annual Meeting; however, if any other matters properly come before the Annual
Meeting it is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters. If any other matter should
come before the Annual Meeting, action such matter will be approved if the
number of votes cast in favor of the matter exceeds the number opposed.
STOCKHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require Proxy Statement
to disclose the date by which stockholder proposals must be received by the
Company in order to be included in the Company's proxy materials for the next
annual meeting. In accordance with these regulations, stockholders are hereby
notified that if they wish a proposal to be included in the Company's Proxy
Statement and form of proxy relating to the 1998 annual meeting, a written copy
of their proposal must be received at the principal executive offices of the
Company no later than December 23, 1997. To ensure prompt receipt by the
Company, proposals should be sent certified mail return receipt requested.
Proposals must comply with the proxy rules relation to stockholder proposals in
order to be included in the Company's proxy materials.
ANNUAL REPORT
A copy of the Company's Annual Report for the year ended December 31, 1996,
accompanies this Proxy Statement. Additional copies may be obtained by writing
to Michael D. Abney, Senior Vice President and Chief Financial Officer, at 6440
Atlantic Boulevard, Jacksonville, Florida 32211.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company does
not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending proxy material to principals
and obtaining their proxies. Certain officers and regular employees of the
Company or its subsidiaries, without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain proxies in addition to
solicitation by mail. Should the Company's management deem it appropriate, the
Company may also retain the services of Corporate Communications, Inc. and/or
Morrow & Co., Inc. to aid in the solicitation of proxies for which the Company
anticipates it will pay a fee not to exceed, in the aggregate, $10,000 plus
reimbursement of expenses.
Date: April 16, 1997
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.
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[FORM OF PROXY]
ACCUSTAFF INCORPORATED
6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOWN ALL MEN BY THESE PRESENTS that I, the undersigned stockholder of
AccuStaff Incorporated, a Florida corporation (the "Company"), do hereby
nominate, constitute, and appoint Derek E. Dewan and Michael D. Abney, or any
one or more of them, my true and lawful attorney(s) with full power of
substitution for me and in my name, place and stead, to vote all of the Common
Stock, par value $.01 per share, of the Company, standing in my name on its
books on March 24, 1997, at the Annual Meeting of Stockholders to be held at the
Jacksonville Hilton and Towers, 1201 Riverplace Boulevard, Jacksonville, Florida
on May 20, 1997 at 10:00 a.m., local time, or at any adjournment thereof.
(Continued on the other side)
<PAGE>
1. Election of the following nominees as directors:
Derek E. Dewan, Walter W. Macauley, Delores P. Kesler,
William H. Thumel, Jr., T. Wayne Davis, John K. Anderson, Jr. and
Michael D. Abney.
FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary) listed
[_] [_]
(INSTRUCTION: To withhold authority to vote for any of the individual
nominees(s), write that nominee's name(s) in the space
provided below.)
______________________________________________________________________
2. Approval of an amendment to the Company's 1995 Stock Option Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of amendments to the Company's Non-Employee Director Stock Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion, the proxies are authorized to vote for such other
business as may properly come before the meeting.
IF NO BOX IS MARKED ABOVE WITH RESPECT TO PROPOSALS 2 OR 3, THE UNDERSIGNED WILL
BE DEEMED TO HAVE VOTED FOR SUCH PROPOSALS.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. Please sign exactly as your name appears
hereon. When 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. Make sure that the name on your stock
certificate(s) is exactly as you indicated below.
----------------------------------------
Signature
----------------------------------------
Signature if jointly held
Dated: , 1997
-------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
