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
Seven Fields, Pennsylvania 16046
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 26, 1999
Notice is hereby given that the Annual Meeting of the Shareholders of
Seven Fields Development Company will be held at the Hawthorne Commons
Community Building, 201 Sycamore Drive, Seven Fields, Pennsylvania, on
Friday, March 26, 1999, 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 and Company as independent
auditors of the Company for the fiscal year ending October 31, 1999.
(3) To transact such other business as may properly come before the
meeting.
The Trustee has established the close of business on February 17, 1999 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
March 1, 1999
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
Seven Fields, Pennsylvania 16046
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 26, 1999
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 26, 1999 and at any adjournments thereof. This Proxy Statement is
first being mailed to shareholders of the Company on or about March 1,1999.
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 and
Company as independent public accountants to audit the financial statements
of the Company for the fiscal year ending October 31, 1999. 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 and Company as auditors for the Company for the
fiscal year ending October 31, 1999. If any other matters should
be presented at the Annual Meeting upon which a vote may properly taken, it
is intended that the Shares 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, Seven Fields,
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 February 17, 1999, 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 3,484,392 Shares, held of record by approximately 811
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 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 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, 1999. O'Connor and Company has served as the independent
auditors for the Company and its predecessor, Seven Fields
Development Corporation, since 1988. a representatives of O'Connor and
Company is expected to be present at the Annual Meeting and, while he is not
expected to make a statement, he will have the opportunity to do so if
he desire. Such representative 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 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. 2,905,682 83%
Seven Fields Management, Inc. 0 0
Michael H. Burkhart 2,905,682 (2) 83%
Samuel A. Goldberg 2,905,682 (2) 83%
Robert A. Janusey 2,905,682 (2) 83%
Cheryl Kirchner 2,905,682 (2) 83%
Alexander Lindsay, Jr. 2,905,682 (2) 83%
Paul Voytik 2,905,682 (2) 83%
George K. Wright 2,905,682 (2) 83%
Darell Craig 0 0
All directors of the Trustee and
executive officers of the
Company as a group (9 persons) 2,905,682 83%
<FN>
(1) Address of each person is c/o the Company, 2200 Garden Drive, Suite 200,
Seven Fields, 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
Company of the the
Affiliates Trustee
Since Since
<TABLE>
<S> <C> <C> <C>
Michael H. Burkhart 55 1996 1996
Samuel A. Goldberg 74 1988 1994
Robert A. Janusey 47 1998 1998
Cheryl Kirchner 51 1997 1997
Alexander Lindsay, Jr. 52 1990 1994
Paul Voytik 74 1988 1994
George K. Wright 72 1988 1994
</TABLE>
Michael H. Burkhart has been a certified public accountant since 1972 and
is a member of the American Institute of Certified Public Accountants, the
Pennsylvania Institute of Certified Public Accountants and the National
Association of Certified Valuation Analysts. Mr. Burkhart has practiced in
public accounting since 1968, and was a partner with Hinds, Lind, Miller
and Co., Certified Public Accountants, until 1995 when he founded his
present firm. Much of Mr. Burkhart's professional background involves
working with construction and development companies in the tax, accounting
and management services areas.
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.
Robert A. Janusey is Vice-Presdient of Shiloh Industrial Contractors, Inc.,
a commercial and industrial construction form located in Lawrence,
Pennsylvania which Mr. Janusey co-founded in 1986. Prior to founding Shiloh,
Mr. Janusey was a project manager in the civil construction division of
Chapman Corp. from 1980 to 1986 and a draftsman for Janusey and Associates
from 1976 to 1980. Mr. Janusey received an Associate of Science degree in
engineering from Lees McRae College and a Bachelor of Science degree in
civil engineering from Geneva College.
<PAGE>
Cheryl Kirchner was elected a director in March 1997 to fill a vacancy
created by the retirement of Guy E. Bubb. Ms. Kirchner is a registered nurse
with over 20 years experience in the field of health care management and the
development of patient care systesm. She received a Bachelor's Degree from
Youngstown State University with a major in Nursing, and a Master's Degree
in Health Service Administration from St. Francis College. As owner of a
geriatric care management service, she developed systems of support for the
elderly and their families. Currently she is employed at the University of
Pittsburgh in the Development of Neurological Surgery.
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 13 times during the fiscal year
ended October 31, 1998 ("Fiscal 1998"). Each of the directors attended at
least 75% of the meetings of the Board of Directors during Fiscal 1998.
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
$600 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 74 Chairman and President 1988
Darell L. Craig 48 Chief Executive Officer 1991
George K. Wright1 72 Executive Vice President 1988
Samuel A. Goldberg1 74 Secretary and Treasurer 1988
Lynn Hoffman-Kyle 44 Chief Financial Officer 1997
<FN>
1 For biographical information, see "Directors of the Company's Trustee".
Darell Craig, prior to being named Chief Executive Officer of the Company in
November 1997, was 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 Executive Officer of the Affiliates.
</TABLE>
Lynn Hoffman-Kyle, prior to being named Chief Financial Officer in
December 1997, was employed by the Company as Controller since 1988. A
graduate of Pennsylvania State University, Ms. Hoffman-Kyle has held various
accounting positions for over twenty years.
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
(Chairman
and 1998 $53,760 0 0 N/A 0 N/A 0
President) 1997 39,655 0 0 N/A 0 N/A 0
1996 37,354 0 0 N/A 0 N/A 0
Darell Craig
(Chief 1998 82,445 34,594 0 N/A 0 N/A 0
Executive 1997 78,340 4,990 0 N/A 0 N/A 0
Officer) 1996 76,635 4,989 0 N/A 0 N/A 0
</TABLE>
2000 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 1, 1999.
BY ORDER OF THE TRUSTEE,
Paul Voytik
Paul Voytik
Chairman and President
Date: March 1, 1999
SEVEN FIELDS DEVELOPMENT COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul Voytik and Lynn Hoffman-Kyle 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 26, 1999 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 AND COMPANY as independent auditors
for the Company for the fiscal year ended October 31, 1999.
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: , 1999
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 full title as such. For
joint accounts, provide both signatures.
