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 (PA), INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC.
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 (PA), Inc. 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 three directors of the Corporation to
serve for a three-year term.
(2) To ratify the appointment of O'Connor, Greenblatt and Company as
independent auditors of the Corporation for the fiscal year ending October
31, 1997.
(3) To transact such other business as may properly come before the
meeting.
The Board of Directors 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 CORPORATION, OR BY
APPEARING AT THE MEETING AND VOTING IN PERSON.
By Order of the Board of Directors,
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 (PA), INC.
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 (PA), Inc. (the "Corporation"), in connection with the
solicitation by the Board of Directors of the Corporation 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
Corporation on or about February 14, 1997.
At the Annual Meeting, the shareholders will be asked to elect three
persons to the Board of Directors of the Corporation, to hold office for a
term of three years and until their respective successors are 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 Corporation 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 Corporation's common stock, par value $1.00 per share
(the "Common Stock") may be voted by shareholders in person or by proxy.
Holders of Common Stock 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 to the Board of Directors of the three nominees listed in this
Proxy Statement, and "FOR" ratification of O'Connor, Greenblatt and
Company as auditors for the Corporation 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 be 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 Board of Directors of the
Corporation.
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 Corporation (at Seven Fields
Development (PA), Inc., 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
Corporation had outstanding 2,905,682 shares of Common Stock, held of
record by approximately 2,175 persons. The presence, in person or by proxy,
of the holders of a majority of the outstanding shares of Common Stock will
be necessary to constitute a quorum at the Annual Meeting.
Vote Required
Approval of the proposal to elect the nominees as directors requires
the affirmative vote of the holders of a plurality of the outstanding shares
of Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Approval of the proposal to
ratify the selection of O'Connor, Greenblatt and Company as the Corporation's
auditors requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock 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 Board of Directors
of the Corporation. All expenses of this solicitation, including the cost
of mailing, will be borne by the Corporation. Directors, officers and
employees of the Corporation may, at no additional compensation, use
telephone and other means of communication to request the holders of Common
Stock to return proxies. The Corporation 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 DIRECTORS
The Corporation's Board of Directors has fixed the number of directors
at seven in accordance with the By-laws of the Corporation. The By-laws
provide that directors chosen to succeed those directors whose terms expire
shall be elected for a term of three years. Accordingly, three directors
are to be elected at this Annual Meeting, and their term of office will
expire in 2000. In the event that any of the nominees is unable to serve
as a director for any reason, the persons named in the enclosed proxy will
vote for such substituted nominees as shall be designated by the
Corporation's Board of Directors.
The Board of Directors recommends that the shareholders vote FOR the
election of the three persons named below, all of whom have expressed their
willingness to serve. Information regarding the nominees for election as
directors of the Corporation is set forth below. For information concerning
the continuing directors, see "Directors of the Corporation".
<PAGE>
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, President and Chief Executive Officer of
the Corporation, Seven Fields (DEL), Inc. and Seven Fields Management, Inc.
since their organization in 1994 and has been Chairman and Chief Executive
Officer of Seven Fields since January 1989 and President of Seven Fields
since February 1988. 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 of Piedmont Atlantic Corporation, which engages in land development
in Chapel Hill, North Carolina. He has over 35 years of experience in
building, contracting, and land development.
George Wright has been Vice President of the Corporation, Seven Fields
(DEL), Inc. and Seven Fields Management, Inc. since 1994 and Vice President
of Seven Fields 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.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected, subject to shareholder
ratification, O'Connor, Greenblatt and Company to act as the Corporation's
independent public accountants to audit the financial statements of the
Corporation for the fiscal year ending October 31, 1997. O'Connor,
Greenblatt and Company has served as the independent auditors for the
Corporation's subsidiary Seven Fields Development Company and its
predecessor, Seven Fields Development Corporation ("Seven Fields") since
1988 and as the Corporation's independent auditors for the fiscal year ended
October 31, 1996.
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 Board of Directors recommends that shareholders vote FOR the
ratification of the selection of O'Connor, Greenblatt and Company as the
independent public accountants of the Corporation.
<PAGE>
SECURITY OWNERSHIP
The following table sets forth information as of the Record Date
regarding the amount and nature of ownership of Common Stock by each of the
continuing directors of the Corporation, each nominee for director and each
executive officer listed in the Summary Compensation Table, and by all of
the directors and executive officers of the Corporation 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]
Name and Address of Amount and Nature of Percentage of
Beneficial Owner(1) Beneficial Ownership Outstanding
<TABLE> Common Stock
<S> <C> <C>
Paul Voytik 13,599.89 (2) *
George K. Wright 14,173.63 (2) *
Samuel A. Goldberg 745.97 *
Guy E. Bubb 9,384.71 *
William J. Janusey 2,451.40 (2) *
Alexander Lindsay, Jr. 0 0
Michael H. Burkhart 0 0
All directors and executive
officers of the Corporation
as a group (9 persons) 40,355.58 1.39%
<FN>
* Indicates ownership of less than 1% of the Corporation's outstanding
Common Stock.
(1) Address of each person is c/o the Corporation, 2200 Garden Drive,
Suite 200, Mars, Pennsylvania 16046.
(2) All shares held jointly with spouse.
</TABLE>
The Corporation knows of no person who has or shares voting power and/
or investment power with respect to more than 5% of the Corporation
Stock.
<PAGE>
DIRECTORS OF THE CORPORATION
Certain information about the continuing directors of the Corporation
and the director nominees is set forth below. Each of the directors serves
for a three year term expiring in the year indicated. Each of the directors
is also a director of the Corporation's subsidiaries, Seven Fields (DEL),
Inc. and Seven Fields Management, Inc., which is the sole trustee of Seven
Fields.
[CAPTION]
Director of the
Name Age Director of Seven Corporation Term
Fields Since Since Expires
<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 April, 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 Corporation and each of its subsidiaries.
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
design and supervision of 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.
<PAGE>
The Board of Directors of the Corporation 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 Corporation 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.
[CAPTION]
EXECUTIVE OFFICERS AND COMPENSATION
The Corporation's executive officers are identified below.
Officer of Seven
Name Age Position Fields Since
<TABLE>
<S> <C> <C> <C>
Paul Voytik (1) 72 President 1988
George K. Wright (1) 70 Executive Vice President 1988
Samuel A. Goldberg (2) 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 "Election of Directors".
2 For biographical information, see "Directors of the Corporation".
</TABLE>
Darell Craig has been Chief Operating Officer of the Corporation, Seven
Fields (DEL), Inc. and Seven Fields Management, Inc. since 1994 and of
Seven Fields 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 twenty years.
Roman Polnyj has been Chief Financial Officer of the Corporation,
Seven Fields (DEL), Inc. and Seven Fields Management, Inc. since 1994 and of
Seven Fields 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.
<PAGE>
Summary Compensation Table
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Corporation's chief
executive officer during each of the last three fiscal years. No officer
or director of the Corporation had total annual salary and bonus in excess
of $100,000 during any of the last three fiscal years.
[CAPTION]
Summary Compensation Table
Long-term compensation
Annual compensation Awards Payouts
Name Re- All
and strict- Other
principal Fis- ed Options/ Compen-
position cal Salary Bonus Annual Stock SARs Payouts sation
Year $ $ Comp($) Awards($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul Voytik
(President & 1996 $37,354 0 0 N/A 0 N/A 0
Chief Exec. 1995 38,746 0 0 N/A 0 N/A 0
Officer) (1) 1994 32,118 0 0 N/A 0 N/A 0
<FN>
1. Represents amounts earned in his capacity as President and Chief
Executive Officer of the Corporation's subsidiary, Seven Fields.
</TABLE>
1997 SHAREHOLDER PROPOSALS
To be eligible for presentation at the Corporation's next annual
meeting, shareholder proposals must be received by the Secretary of the
Corporation at its main office not later than November 20, 1997.
BY ORDER OF THE BOARD OF DIRECTORS,
Paul Voytik
President and CEO
Date: February 14, 1997
SEVEN FIELDS DEVELOPMENT (PA), INC.
PROXY FOR ANNUAL 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 share of Common
Stock of SEVEN FIELDS DEVELOPMENT (PA), INC. 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 each of the following nominees as directors for the ensuing three
years:
ALEXANDER H. LINDSAY, JR. FOR WITHHOLD
PAUL VOYTIK FOR WITHHOLD
GEORGE K. WRIGHT FOR WITHHOLD
2. To ratify the selection of O'CONNOR, GREENBLATT AND COMPANY as independent
auditors for the Corporation for the fiscal year ended October 31, 1997
FOR AGAINST ABSTAIN
3. In their discretion to vote upon such other matters as may 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 full title as such. For joint accounts
provide both signatures.
