SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SEVEN FIELDS DEVELOPMENT COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SEVEN FIELDS DEVELOPMENT COMPANY
2200 Garden Drive
Suite 200
Mars, Pennsylvania 16046
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 21, 1997
Notice is hereby given that the Annual Meeting of the Shareholders of
Seven Fields Development Company will be held at The Sheraton
Northwest/Warrendale, 910 Sheraton Drive, Warrendale, Pennsylvania, on
Friday, March 21, 1997, at 8:30 A. M. Local Time, for the following
purposes:
(1) To vote on the election of a trustee of the Company to serve for a
one-year term.
(2) To ratify the appointment of O'Connor, Greenblatt and Company as
independent auditors of the Company for the fiscal year ending October 31,
1997.
(3) To transact such other business as may properly come before the
meeting.
The Trustee has established the close of business on January 31, 1997 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting or any adjournments thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING REGARDLESS
OF THE NUMBER OF SHARES THAT YOU HOLD. PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING. YOUR PROXY CAN BE WITHDRAWN BY YOU
AT ANY TIME BEFORE IT IS VOTED BY NOTICE TO THE SECRETARY OF THE COMPANY,
OR BY APPEARING AT THE MEETING AND VOTING IN PERSON.
By Order of the Trustee,
Samuel A. Goldberg
SAMUEL A. GOLDBERG
Secretary
February 14, 1997
YOUR ATTENTION IS DIRECTED TO THE PROXY STATEMENT ACCOMPANYING THIS NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
<PAGE>
SEVEN FIELDS DEVELOPMENT COMPANY
2200 Garden Drive
Suite 200
Mars, Pennsylvania 16046
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 21, 1997
GENERAL INFORMATION
This Proxy Statement is being furnished to the shareholders of Seven
Fields Development Company (the "Company"), in connection with the
solicitation by the Trustee of the Company of the accompanying Proxy for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held
on March 21, 1997 and at any adjournments thereof. This Proxy Statement is
first being mailed to shareholders of the Company on or about February 14,
1997.
At the Annual Meeting, the shareholders will be asked to elect a trustee
of the Company, to hold office for a term of one year and until its successor
is duly elected and qualified and to ratify the appointment of O'Connor,
Greenblatt and Company as independent public accountants to audit the
financial statements of the Company for the fiscal year ending October 31,
1997. It is not anticipated that any other matters will come before the
Annual Meeting.
VOTING AT THE MEETING
Proxies
Shares of the Company's beneficial interests, par value $1.00 per share
(the "Shares") may be voted by shareholders in person or by proxy. Holders
of Shares are entitled to one vote per share on all matters.
When the Proxy enclosed herewith is properly executed and returned, the
Shares represented by it will be voted in accordance with the directions
thereon or, if no directions are indicated, the Proxy will be voted "FOR"
election as trustee of the nominee listed in this Proxy Statement, and "FOR"
ratification of O'Connor, Greenblatt and Company as auditors for the Company
for the fiscal year ending October 31, 1997. If any other matters should
be presented at the Annual Meeting upon which a vote may properly taken, it
is intended that the Sahres represented by Proxies at such meeting will be
voted on such matters in accordance with the sole discretion of the Trustee
of the Company.
If the enclosed Proxy is executed and returned, it nevertheless may be
revoked at any time prior to its exercise, either by giving written notice
of revocation to the Secretary of the Company (at Seven Fields Development
Company, Attention: Secretary, 2200 Garden Drive, Suite 200, Mars,
Pennsylvania 16046), or by appearing at the Annual Meeting and voting in
person. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy.
<PAGE>
Record Date and Holders of Record
The close of business on January 31, 1997, has been fixed as the record
date for determination of shareholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). As of the Record Date, the Company
had outstanding 3,484,560 Shares, held of record by approximately 748
persons. The presence, in person or by proxy, of the holders of a majority
of the outstanding Shares will be necessary to constitute a quorum at the
Annual Meeting.
Vote Required
Approval of the proposal to elect the nominee as trustee requires the
affirmative vote of the holders of a plurality of the outstanding Shares
present in person or represented by proxy at the meeting and entitled to
vote on the election of trustees. Approval of the proposal to ratify the
selection of O'Connor, Greenblatt and Company as the Company's auditors
requires the affirmative vote of the holders of a majority of the outstanding
Shares present in person or represented by proxy at the meeting and entitled
to vote on such matters.
Proxy Solicitation and Expenses
Proxies are being solicited by and on behalf of the Trustee of the Company.
All expenses of this solicitation, including the cost of mailing, will be
borne by the Company. Directors, officers and employees of the Company may,
at no additional compensation, use telephone and other means of communication
to request the holders of Shares to return proxies. The Company will not pay
any compensation for the solicitation of proxies, but may reimburse to
nominees, fiduciaries and other custodians their reasonable expenses in
sending proxy materials to their principals and obtaining their voting
instructions.
ELECTION OF TRUSTEE
The Company's Trustee has fixed the number of trustees at one in accordance
with the By-laws of the Company. Accordingly, one trustee is to be elected
at this Annual Meeting. In the event that the nominee is unable to serve as
a trustee for any reason, the persons named in the enclosed proxy will vote
for such substituted nominee as shall be designated by the Company's Trustee.
The Trustee recommends that the shareholders vote FOR the election of the
nominee, Seven Fields Management, Inc.
Seven Fields Management, Inc. is a Pennsylvania corporation which was
formed in 1994 to act as the sole trustee of the Company. Seven Fields
Management, Inc. is a wholly-owned subsidiary of Seven Fields Development
(PA), Inc., which owns, through its other wholly-owned subsidiary Seven
Fields (DEL), Inc., approximately 83% of the outstanding Shares. Seven
Fields Management, Inc. engages in no business other than to act as Trustee
for the Company. Certain information with respect to the directors and
officers of Seven Fields Management, Inc. is set forth elsewhere in this
Proxy Statement.
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Trustee has selected, subject to shareholder ratification, O'Connor,
Greenblatt and Company to act as the Company's independent public accountants
to audit the financial statements of the Company for the fiscal year ending
October 31, 1997. O'Connor, Greenblatt and Company has served as the
independent auditors for the Company and its predecessor, Seven Fields
Development Corporation, since 1988. Representatives of O'Connor,
Greenblatt and Company are expected to be present at the Annual Meeting
and, while they are not expected to make a statement, they will have the
opportunity to do so if they desire. Such representatives will be available
to respond to appropriate questions from the shareholders.
The Trustee recommends that shareholders vote FOR the ratification of the
selection of O'Connor, Greenblatt and Company as the independent public
accountants of the Company.
SECURITY OWNERSHIP
The following table sets forth information as of the Record Date regarding
the amount and nature of ownership of Shares by the Trustee of the Company,
each of the continuing directors of the Trustee of the Company, and each
executive officer listed in the Summary Compensation Table, and by all of
the continuing directors of the Trustee and executive officers of the
Company as a group. Each such individual has sole voting and investment
power with respect to the Shares listed except as otherwise indicated
in the footnotes to the table.
[CAPTION]
Percentage of
Name and Address of Amount and Nature of Outstanding
Beneficial Owner(1) Beneficial Ownership Shares
<TABLE>
<S> <C> <C>
Seven Fields (DEL), Inc. 2,905,960 83%
Seven Fields Management, Inc. 0 0
Paul Voytik 2,905,960 (2) 83%
Michael H. Burkhart 2,905,960 (2) 83%
George K. Wright 2,905,960 (2) 83%
Samuel A. Goldberg 2,905,960 (2) 83%
Guy E. Bubb 2,905,960 (2) 83%
William J. Janusey 2,905,960 (2) 83%
Alexander Lindsay, Jr. 2,905,960 (2) 83%
All directors of the
Trustee and executive
officers of the
Company as a
group (9 persons) 83%
<FN>
(1) Address of each person is c/o the Company, 2200 Garden Drive, Suite 200,
Mars, Pennsylvania 16046.
(2) Represents shares held by Seven Fields (DEL), Inc., of which the named
person is a director and with respect to which such person shares voting
and investment power.
</TABLE>
<PAGE>
DIRECTORS OF THE COMPANY'S TRUSTEE
Certain information about the continuing directors of the Company's Trustee
is set forth below. Each such person was a director of the Company's
predecessor, Seven Fields Development Corporation, and is also a director of
the Company's affiliates, Seven Fields (DEL), Inc. and Seven Fields
Development (PA), Inc. (together with Seven Fields Management, Inc., the
"Affiliates").
[CAPTION]
Name Age Director of the Director of Term
Company of the the Expires
Affiliates Trustee
Since Since
<TABLE>
<S> <C> <C> <C> <C>
Guy E. Bubb 75 1988 1994 1998
Michael H. Burkhart 53 1996 1996 1999
Samuel A. Goldberg 72 1988 1994 1999
William J. Janusey 73 1989 1994 1998
Alexander Lindsay, Jr. 50 1990 1994 1997
Paul Voytik 72 1988 1994 1997
George K. Wright 70 1988 1994 1997
</TABLE>
Guy E. Bubb was employed by Allegheny Ludlum Steel Corporation, Pittsburgh,
Pennsylvania, a manufacturer of specialty steel, for 31 years until January
1985 when he retired. For the 10 years prior to this retirement, he held
the position of Director of Personnel with responsibility for 6,000
employees. From 1978 to Aptil, 1994, Mr. Bubb served as a director of
Southwest National Corp. and its subsidiary, Southwest National Bank in
Greensburg, Pennsylvania. He currently serves as a director of Allegheny
Valley Hospital in Natrona Heights, Pennsylvania, and as President of
Allegheny Valley Health Systems, a non-profit hospital organization, in
Natrona Heights, Pennsylvania.
Michael H. Burkhart is a self-employed certified public accountant. From
1975 to 1995, Mr. Burkhart was employed by the accounting firm of Hinds,
Lind, Miller and Co. where he began as a staff accountant and became Manager,
Partner and Shareholder.
Samuel A. Goldberg was employed by the Mine, Safety and Health
Administration of the United States Department of Labor, as Manager of an
Analytical Laboratory for Industrial Hygiene from 1970 to December 1985
when he retired. As manager, his responsibilities included preparing a
budget, determining personnel and equipment requirements and preparing bid
submission on chemical analysis instruments. He currently serves as a
member of the Board of Directors of East Boro's J.W.V. Housing Corporation
and East Boro's J.W.V. Homeless Veterans Corporation. Mr Goldberg is
Secretary and Treasurer of the Company and the Affiliates.
William J. Janusey is an architect who has been in private practice for
over 30 years. His experience consists of the design of schools,
residences, motels, historical restorations, churches, public institutions,
hospitals, commercial establishments, interior decorating, and light
industrial plants. In 1960 he opened an office for the practice of
architecture in Pittsburgh, Pennsylvania and functioned under the name of
William J. Janusey & Associates. His experience involved the complete
<PAGE>
design and supervisionof entire projects up to $14,000,000 in cost and
included all phases of building design and construction, such as management,
contract preparation, administration, negotiations with banking authorities,
control of all construction documents, writing of specifications, submitting
cost estimates, bidding procedures and field supervision of construction
work. Over 1,200 buildings have been constructed to date from the firm's
design and construction drawings and specifications during the past 30 years.
Alexander H. Lindsay, Jr. is the President of the law firm of Lindsay,
Jackson & Martin, P.C., in Butler, Pennsylvania, and specializes in
litigation. He is a former Butler County and Cranberry Township solicitor.
From 1975 until 1980, he was an Assistant United States Attorney for the
Western District of Pennsylvania, and from 1977 until 1980 he was Chief of
the Public Corruption Section of the United States Attorney's Office in
Pittsburgh. From 1972 to 1973 he was an Assistant District Attorney for
Butler County. He is a 1968 graduate of Washington and Jefferson College and
a 1971 graduate of the University of Pittsburgh School of Law. Mr. Lindsay
is a director of Southwest National Corp. and its subsidiary, Southwest
National Bank.
Paul Voytik has been Chairman and Chief Executive Officer of the Company
since January 1989 and President of the Company since February 1988. He is
also Chairman, Chief Executive Officer and President of each of the
Affiliates. He was employed at Westinghouse Electric Corporation for 29
years, 24 of which he served as an Engineering Manager, until his retirement
in November 1985. Thereafter, he served as a consultant to Westinghouse
until 1986. From 1986 until 1995 he was Vice President and a director
as over 35 years of experience in building, contracting, and land development.
George Wright has been Vice President of the Company since February 1988.
He was employed by Gulf Research & Development for 42 years until his
retirement in February 1985. At the time of his retirement, he held the
position of Director of Safety Security & Fire Prevention for a 95-acre
research complex of Gulf Oil Corporation. Mr. Wright is also Vice President
of each of the Affiliates.
The Board of Directors of the Trustee met 14 times during the fiscal year
ended October 31, 1996 ("Fiscal 1996"). Each of the directors attended at
least 75% of the meetings of the Board of Directors during Fiscal 1996.
The Board of Directors of the Trustee does not have an audit, nominating,
compensation or other committee. The duties that would be delegated to such
committees are handled by the full Board. Each director is paid a fee of
$400 per Board meeting attended.
<PAGE>
EXECUTIVE OFFICERS AND COMPENSATION
The Company's executive officers are identified below.
[CAPTION]
Name Age Position Officer of the
Company Since
<TABLE>
<S> <C> <C> <C>
Paul Voytik1 72 President 1988
George K. Wright1 70 Executive Vice President 1988
Samuel A. Goldberg1 72 Secretary and Treasurer 1988
Darell Craig 46 Chief Operating Officer 1991
Roman Polnyj 46 Chief Financial Officer 1992
<FN>
1 For biographical information, see "Directors of the Company's Trustee".
Darell Craig has been Chief Operating Officer of the Company since
September 1991. A graduate of the University of Pittsburgh, Mr. Craig has
been manager of land development and single/multifamily home construction
for over 20 years. Me. Craig is also Chief Operating Officer of the
Affiliates.
</TABLE>
Roman Polnyj has been Chief Financial Officer of the Company since May 1992.
Mr. Polnyj holds Masters and Bachelors degrees from Duquesne University in
business administration and was previously employed by Mellon Bank from 1980
to 1991 holding positions as an Assistant Vice President and financial
analyst. During 1991 and 1992, Mr. Polnyj was a financial and real estate
services consultant. Mr. Polnyj was employed by PPG Industries as a
financial analyst in the coating and resins division from 1972 to 1980. Mr.
Polnyj is also Chief Financial Officer of the Affiliates.
Summary Compensation Table
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer during each of the last three fiscal years. No officer or director
of the Company had total annual salary and bonus in excess of $100,000 during
any of the last three fiscal years.
<PAGE>
Summary Compensation Table
[CAPTION]
Long-term compansation
Annual compensation Awards Payouts
Name and Fiscal Salary Bonus Other Re- Options/ LTIP All
principal Year ($) ($) annual strict- SARs payouts other
position (b) (c) (d) comp ($) ed (#) ($) compen-
(a) (e) Stock (g) (h) sation
Awards($) ($)
(f) (i)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul Voytik
(President
and Chief 1996 $37,354 0 0 N/A 0 N/A 0
Executive 1995 38,746 0 0 N/A 0 N/A 0
Officer) 1994 32,118 0 0 N/A 0 N/A 0
</TABLE>
1997 SHAREHOLDER PROPOSALS
To be elegibel for presentation at the company's next annual meeting,
shareholder proposals must be received by the Secretary of the Company at
its main office not later than November 20, 1997.
BY ORDER OF THE TRUSTEE,
Paul Voytik
Paul Voytik
President and CEO
Date: February 14, 1997
SEVEN FIELDS DEVELOPMENT COMPANY
PROXY FOR ANNULA MEETING OF SHAREHOLDERS
TO BE HELD MARCH 21, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul Voytik and Roman Polnyj or either of
them, agents and proxies of the undersigned, with full power of substitution
to each of them, to represent the undersigned and vote the shares of
Beneficial Interest of SEVEN FIELDS DEVELOPMENT COMPANY which the undersigned
would be entitled to vote if personally present at the Annual Meeting to be
held March 21, 1997 or any adjournment(s) thereof, upon all matters that may
properly come before the Annual Meeting:
1. To elect the following nominee as trustee for the ensuring year:
SEVEN FIELDS MANAGEMENT, INC. For Withhold
2. To ratify the selection of O'CONNOR, GREENBLATT AND COMPANY as
independent auditors for the Company for the fiscal year ended October
31, 1997.
For Against Abstain
3. In their discretion to vote upon such other matters as amy properly
come before the Annual Meeting.
IF YOUR PROXY IS SIGNED AND RETURNED WITHOUT INDICATING ANY VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" APPROVAL OF ALL PROPOSALS
LISTED ABOVE.
Date: , 1997
PLEASE SIGN AND RETURN THIS PROXY IMMEDIATELY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
Sign Here
Please sign exactly as name appears hereon. When signing as executor,
trustee, etc., or as corporation officer, give gull title as such. For
joint accounts, provide both signatures.
