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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
F.Y.I. INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
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(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)(l) 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:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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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<PAGE> 2
[FYI LETTERHEAD]
April 8, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of F.Y.I. Incorporated (the "Company"), which will be held at the Melrose Hotel,
3015 Oak Lawn Avenue, Dallas, Texas 75219, on Thursday, May 15, 1997, commencing
at 10:00 a.m. (local time). We look forward to greeting as many of our
stockholders as are able to be with us.
At the meeting, you will be asked to consider and vote upon (1) the
election of eleven (11) Directors and (2) such other business as may properly
come before the meeting and any adjournment thereof.
We hope you will find it convenient to attend the meeting in person.
WHETHER OR NOT YOU EXPECT TO ATTEND, TO ASSURE YOUR REPRESENTATION AT THE
MEETING AND THE PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL
PROMPTLY THE ENCLOSED PROXY, for which a return envelope is provided. No postage
need be affixed to the Proxy if it is mailed in the United States.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1996 is being mailed to you together with the enclosed proxy
materials.
Sincerely,
/s/ THOMAS C. WALKER
Thomas C. Walker
Chairman and Chief Development
Officer
/s/ ED H. BOWMAN, JR.
Ed H. Bowman, Jr.
President and Chief Executive
Officer
3232 MCKINNEY AVENUE - SUITE 900 - DALLAS, TEXAS 75204
<PAGE> 3
F.Y.I. INCORPORATED
3232 MCKINNEY AVENUE, SUITE 900
DALLAS, TEXAS 75204
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of F.Y.I.
Incorporated, a Delaware corporation (the "Company"), will be held at the
Melrose Hotel, 3015 Oak Lawn Avenue, Dallas, Texas 75219 on Thursday, May 15,
1997, at 10:00 a.m. (local time), for the following purposes:
(1) To elect eleven (11) Directors, each to serve for a term of one
year and until his successor is duly elected and qualified; and
(2) To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
A copy of the Company's Annual Report to Stockholders, Proxy Statement and
form of Proxy are being mailed together with this Notice.
Only stockholders of record as of the close of business on March 26, 1997
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournment thereof. Such stockholders may vote in person or by proxy.
You are cordially invited to be present at the Annual Meeting. It is
important to you and to the Company that your shares be voted at the Annual
Meeting.
By Order of the Board of Directors
/s/ MARGOT T. LEBENBERG
Margot T. Lebenberg
Vice President, General Counsel and
Secretary
April 8, 1997
IMPORTANT NOTICE:
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
URGED TO READ THE ATTACHED PROXY STATEMENT CAREFULLY AND THEN TO SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED STAMPED AND ADDRESSED ENVELOPE. AS
SET FORTH IN THE PROXY STATEMENT, THE GIVING OF THE PROXY WILL NOT AFFECT YOUR
RIGHT TO ATTEND AND TO VOTE AT THE ANNUAL MEETING.
<PAGE> 4
F.Y.I. INCORPORATED
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1997
This Proxy Statement and the accompanying form of proxy ("Proxy") are being
furnished to the stockholders of F.Y.I. Incorporated, a Delaware corporation
(the "Company"), in connection with the solicitation of Proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Melrose Hotel, 3015 Oak Lawn Avenue, Dallas,
Texas 75219, on Thursday, May 15, 1997, at 10:00 a.m. (local time), and at any
adjournment thereof. Only stockholders of record as of the close of business on
March 26, 1997 (the "Record Date") will be entitled to notice of, and to vote
at, the Annual Meeting.
This Proxy Statement and the accompanying Proxy materials, together with a
copy of the Company's Annual Report to Stockholders for the year ended December
31, 1996 (the "Annual Report"), are being sent or given to stockholders of the
Company commencing on or about April 10, 1997.
At the Annual Meeting, the stockholders of the Company will be asked to (i)
consider and vote upon the election of eleven (11) Directors of the Company and
(ii) consider and vote upon any other business that may properly come before the
Annual Meeting and any adjournment thereof.
The principal executive offices of the Company are located at 3232 McKinney
Avenue, Suite 900, Dallas, Texas 75204, and the Company's telephone number at
that address is (214) 953-7555.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING FORM
OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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VOTING RIGHTS AND VOTES REQUIRED
Holders of record of the Common Stock as of the close of business on the
Record Date will be entitled to one vote for each share held on all matters to
come before the Annual Meeting. As of the close of business on the Record Date,
there were 8,784,884 shares of the Common Stock outstanding (including 36,670
shares of the Common Stock held by a wholly-owned subsidiary of the Company).
The presence, in person or by Proxy, of stockholders entitled to cast a majority
of all votes entitled to be cast at the Annual Meeting will constitute a quorum.
Assuming a quorum, the nominees receiving a plurality of the votes cast at the
Annual Meeting for the election of Directors will be elected as Directors.
With regard to the election of Directors, votes may be cast in favor or
withheld; votes that are withheld will be counted for purposes of determining
the presence or absence of a quorum but will have no other effect. Broker
non-votes, if any, will be counted for purposes of determining the presence or
absence of a quorum but will have no effect on the outcome of the election of
Directors.
VOTING OF PROXIES
If the accompanying Proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
in the Proxy. In the absence of instructions to the contrary, such shares will
be voted in favor of the nominees for election to the Board of Directors listed
in this Proxy Statement and named in the accompanying Proxy. The Board of
Directors does not intend to bring any other matters before the Annual Meeting
and is not aware of any matters that will come before the Annual Meeting other
than as described herein. In the absence of instructions to the contrary,
however, it is the intention of each of the persons named in the accompanying
Proxy to vote all properly executed Proxies on behalf of the stockholders they
represent in accordance with their discretion with respect to any such other
matters properly coming before the Annual Meeting.
REVOCATION OF PROXIES
Any stockholder may revoke such stockholder's Proxy at any time prior to
the voting thereof on any matter (without, however, affecting any vote taken
prior to such revocation). A Proxy may be revoked by filing with Margot T.
Lebenberg, Vice President, General Counsel and Secretary of F.Y.I. Incorporated,
at 3232 McKinney Avenue, Suite 900, Dallas, Texas 75204, a written notice of
revocation or a subsequently dated, executed Proxy at any time prior to the time
it has been voted at the Annual Meeting, or by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute revocation of a Proxy).
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors, and the cost
of such solicitation will be borne by the Company. Proxies may be solicited by
Directors, officers and employees of the Company, none of whom will receive any
additional compensation for his or her services. Solicitation of Proxies may be
made personally or by mail, telephone, telegraph, facsimile or messenger. The
Company will pay persons holding shares of the Common Stock in their names or in
the names of nominees, but not owning such shares beneficially, such as
brokerage houses, banks and other fiduciaries, for the reasonable expense of
forwarding soliciting materials to their principals. The Company has engaged
American Stock Transfer and Trust Company as proxy solicitor.
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PROPOSAL -- ELECTION OF DIRECTORS
Eleven Directors are to be elected to hold office until the next annual
meeting and until their respective successors are elected and qualified.
The following information is furnished with respect to the 11 nominees for
election as Directors. The Board of Directors has recommended the nominees named
below. Unless otherwise instructed, it is the intention of the persons named in
the accompanying Proxy to vote all shares of the Common Stock represented by
properly executed Proxies for the nominees named below. Although such nominees
have indicated that they will serve as Directors of the Company, should any of
them be unable to serve, the Proxies will be voted for the election of a
substitute nominee designated by the Board of Directors or the Board of
Directors will elect to reduce the number of Directors constituting the Board of
Directors. There is no cumulative voting for Directors.
Nominees for Directors
Thomas C. Walker, age 64, has been Chairman of the Board of the Company
since its inception in September 1994 and has been Chief Development Officer of
the Company since November 1995. From September 1994 until November 1995, Mr.
Walker held the positions of President and Chief Executive Officer. From August
1991 to December 1994, Mr. Walker was Vice President, Corporate Development, of
Laidlaw Waste Systems, Inc., a subsidiary of Laidlaw, Inc., a waste management
company, where he was responsible for its acquisition and divestiture program in
the United States and Mexico. From May 1989 until he joined Laidlaw Waste
Systems, Inc., Mr. Walker was President of Thomas C. Walker Associates, Inc., a
company providing merger, acquisition and financial consulting services focusing
on the waste management industry. During his career, Mr. Walker has been
responsible for the acquisition or divestiture of over 150 businesses over a
30-year period. Mr. Walker holds a B.S. in Industrial Engineering from Lafayette
College.
In May 1989, Mr. Walker resigned from a senior executive position with a
former employer and received a severance payment under the terms of his
employment agreement. In July 1989, such employer commenced a proceeding in
bankruptcy, and, after emerging from such proceeding and in connection with its
liquidation, sought to recover Mr. Walker's severance payment as a preference
claim. Mr. Walker litigated this claim but ultimately entered into a judgment
requiring him to make significant payments to his former employer. In April
1993, Mr. Walker filed a voluntary petition in bankruptcy in order to discharge
such judgment and two mortgage notes relating to two condominiums in Dallas, the
holders of which were unwilling to renegotiate the terms of the mortgages. Mr.
Walker did not seek any other relief from creditors, and the bankruptcy was
discharged in February 1994.
Ed H. Bowman, Jr., age 50, has been President and Chief Executive Officer
and a Director of the Company since November 1995. From May 1993 to June 1995,
Mr. Bowman was Executive Vice President and Chief Operating Officer of the
Health Systems Group of First Data Corporation, a financial services company.
Mr. Bowman was responsible for the day-to-day operations of research and
development, marketing and customer service. From 1983 to 1993, Mr. Bowman
served in a number of executive positions with HBO & Co. ("HBO"), including
VP -- International, VP -- Marketing, Senior VP -- Customer Services, Group
Senior VP -- Research and Development, and last serving as Executive Vice
President and Chief Operating Officer of the Star Business Unit with
responsibility for domestic operations. Prior to joining HBO, Mr. Bowman was
with Andersen Consulting for 10 years, where he was elected a Partner. Mr.
Bowman became a C.P.A. in 1973 and holds an M.S. from Georgia Institute of
Technology and a B.B.A. from Georgia State University. Mr. Bowman is an investor
and former board member of several early-stage, high-technology companies.
David Lowenstein, age 35, reassumed the responsibility of Chief Financial
Officer of the Company in July 1996, the position he held prior to the Company's
initial public offering, which was completed in January 1996 (the "IPO"), and
has been Executive Vice President -- Corporate Development and Acquisitions and
a Director of the Company since February 1995. Prior to joining the Company, Mr.
Lowenstein served, since February 1994, as Vice President, Business Development
of Laidlaw Waste Systems, Inc., with overall responsibility for Laidlaw Waste
System's acquisition and divestiture program in North America.
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From April 1990 until February 1994, Mr. Lowenstein served in a variety of
capacities, including Director -- Corporate Development, for Laidlaw, Inc. From
November 1988 to March 1990, he served as a business analyst for Tricil, Ltd., a
solid and hazardous waste company that was acquired by Laidlaw, Inc. in 1990.
Mr. Lowenstein has been responsible for the acquisition or divestiture of over
75 businesses in North America and Europe. Mr. Lowenstein holds a B.A. in
Economics from Sir Wilfred Laurier University and an M.S. in Public and Business
Administration from Carnegie Mellon University. Mr. Lowenstein is a citizen of
the Dominion of Canada.
G. Michael Bellenghi, age 48, has been a Director of the Company and the
Chairman of the Board and Chief Executive Officer of Recordex Acquisition Corp.
("Recordex"), a wholly-owned subsidiary of the Company, since the closing of the
IPO. Prior to joining Recordex's predecessor in October 1991, Mr. Bellenghi
served as Partner-in-Charge and Director of Deloitte & Touche's Philadelphia
office Healthcare Practice for 10 years. Mr. Bellenghi has also served as a
graduate professor in Financial Management of Healthcare Institutions at LaSalle
University. Mr. Bellenghi is a director of Home Health Corporation of America,
Inc., a publicly-held company. Mr. Bellenghi is a certified public accountant
and holds a B.A. in Accounting from LaSalle University.
Kyle C. Kerbawy, age 51, has been Chairman of the Board of MAVRICC
Management Systems, Inc., a wholly-owned subsidiary of the Company, since 1981.
MAVRICC provides administrative and securities record-keeping services to
limited partnerships, REITS, fiduciaries and employee stock option and stock
purchase plans. Mr. Kerbawy holds a B.A. in Journalism and an M.B.A. from
Michigan State University.
Jerry F. Leonard, Jr., age 57, has been a Director of the Company and the
President and Chief Executive Officer of Leonard Archives Acquisition Corp.
("Leonard"), a wholly-owned subsidiary of the Company, since the closing of the
IPO. Prior to the IPO and since 1968, Mr. Leonard held such offices with the
predecessor of Leonard. Mr. Leonard has been active in the data storage business
for over 28 years.
Greg Melanson, age 43, has been a Director of the Company and the Chairman
of the Board, President and Chief Executive Officer of Researchers Acquisition
Corp. ("Researchers"), a wholly-owned subsidiary of the Company, since the
closing of the IPO. Prior to the IPO and since 1978, Mr. Melanson held such
offices with the predecessor of Researchers. Mr. Melanson has been in the
litigation support services business since 1975. Mr. Melanson holds a B.A. from
the University of Southern California.
Jonathan B. Shaw, age 41, has been a Director of the Company and the
Chairman of the Board, President and Chief Executive Officer of Imagent
Acquisition Corp. ("Imagent"), a wholly-owned subsidiary of the Company, since
the closing of the IPO. Prior to the IPO and since 1990, Mr. Shaw held such
offices with the predecessor of Imagent. Mr. Shaw has been active with Imagent
for 16 years. Mr. Shaw attended the University of Vermont and George Washington
University.
Michael J. Bradley, age 52, has been a Director since the closing of the
IPO. Since January 1991, Mr. Bradley has served as a principal and as a member
of the Board of Directors of the predecessor of Recordex and, since the closing
of the IPO, Recordex. Mr. Bradley is also Vice-Chairman and a director of
Republic Bancorp Inc., a bank holding company, and has been Executive Vice
President of Mercy Health Corporation of Southeast Pennsylvania since May 1994.
Prior to joining Mercy Health Corporation, Mr. Bradley served as President and
Chief Executive Officer of several healthcare organizations, including Thomas
Jefferson University Hospital and North Philadelphia Health System, both of
which are located in Philadelphia, and the Columbia Presbyterian Medical Center
in New York City. Mr. Bradley is a certified public accountant and holds a B.S.
in Business Administration from Drexel University.
Donald F. Moorehead, Jr., age 46, has been a Director of the Company since
January 1995. Since May 1994, Mr. Moorehead has been Vice Chairman of the Board
and Chief Development Officer of U.S.A. Waste Services, Inc., a national waste
management company whose shares are listed on the New York Stock Exchange. From
October 1990 to May 1994, he served as its Chairman of the Board and Chief
Executive Officer. Mr. Moorehead was Chairman of the Board and Chief Executive
Officer of Mid-American Waste Systems, Inc., a waste management company, from
its inception in December 1985 until August 1990 and continued as a director
until February 1991. Mr. Moorehead is a director of Metal Management, Inc., a
scrap-
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metal company. From 1977 until 1984, Mr. Moorehead served in various management
positions with Waste Management, Inc. Mr. Moorehead holds a B.S. in Engineering
from the University of Tulsa.
Hon. Edward M. Rowell, age 65, has been a Director since the closing of the
IPO. From April 1990 to August 1994, Mr. Rowell served as the United States
Ambassador to Luxembourg. Mr. Rowell also served from January 1988 to April 1990
as the United States Ambassador to Portugal and from August 1985 to January 1988
as the Ambassador to Bolivia. Mr. Rowell is currently Vice President of the
American Foreign Service Association, an organization dedicated to the
protection and advancement of United States interests abroad. Mr. Rowell is also
an associate of Global Business Access, Ltd., a private trade development firm
in Washington, D.C. Mr. Rowell holds a B.A. in International Relations from Yale
University and was a Sloan Executive Fellow at the Stanford University Graduate
School of Business.
VOTE REQUIRED FOR APPROVAL
The 11 nominees receiving a plurality of the votes cast at the Annual
Meeting for the election of Directors will be elected as Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES TO THE BOARD OF
DIRECTORS
COMPENSATION OF DIRECTORS
Directors who are employees of the Company do not receive additional
compensation for serving as Directors. Each Director who is not an employee of
the Company receives a fee of $1,500 for attendance at each Board of Directors'
meeting and $1,000 for each committee meeting (unless held on the same day as a
Board of Directors' meeting) and an initial grant of non-qualified options to
purchase 10,000 shares of Common Stock under the Company's 1995 Stock Option
Plan, as amended (the "Stock Option Plan"). Non-employee Directors will receive
annual grants of non-qualified options to purchase 5,000 shares of Common Stock.
All Directors of the Company are reimbursed for out-of-pocket expenses incurred
in their capacity as Directors of the Company.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met four times during 1996. All of the Directors
attended at least 75% of the aggregate of all meetings of the Board of Directors
and the committees on which they served during 1996.
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee. The members of the Executive
Committee presently consist of Mr. Walker, Mr. Bowman, Mr. Lowenstein and Mr.
Bellenghi.
The members of the Audit Committee presently consist of Mr. Bradley, Mr.
Moorehead and Mr. Rowell. The Audit Committee is generally responsible for
recommending the appointment of the Company's independent auditors and
overseeing the accounting and internal audit functions of the Company, including
reviewing, with the Company's independent auditors: (i) the general scope of
their audit services and the annual results of their audit; (ii) the reports and
recommendations made to the Audit Committee by the independent auditors; and
(iii) the Company's internal control structure. The Audit Committee held two
meetings during 1996.
The members of the Compensation Committee presently consist of Mr. Bradley,
Mr. Moorehead and Mr. Rowell. The Compensation Committee is responsible for
reviewing and making recommendations to the Board of Directors concerning
remuneration of the Company's executive officers. The Compensation Committee
also determines stock options to be granted to executive officers pursuant to
the Stock Option Plan. The Compensation Committee held two meetings during 1996.
The members of the Nominating Committee presently consist of Mr. Walker,
Mr. Leonard and Mr. Rowell. The Nominating Committee is responsible for making
recommendations to the Board of Directors concerning nominees for election to
the Board of Directors. The Nominating Committee held one meeting during 1996.
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EXECUTIVE OFFICERS
The executive officers of the Company are appointed annually by the Board
of Directors of the Company and serve at the discretion of the Board. The
executive officers of the Company, other than Mr. Barker and Ms. Lebenberg,
their respective ages and positions and certain other information with respect
to each of them are set forth herein under the section entitled "Election of
Directors."
Timothy J. Barker, age 34, has been Vice President and Chief Accounting
Officer of the Company since July 1996. From November 1995 to July 1996, Mr.
Barker held the position of Controller of the Company. Prior to joining the
Company as a full-time consultant in June 1995, Mr. Barker was a manager with
Arthur Andersen LLP, where he served in various capacities over a nine-year
period. Mr. Barker served as Vice President of Financial Planning and Analysis
for Sunbelt National Mortgage Corporation from June 1993 to October 1994. Mr.
Barker holds a B.A. in Accounting from Texas Tech University and has been a
C.P.A. since 1985.
Margot T. Lebenberg, age 29, has been Vice President, General Counsel and
Secretary of the Company since May 1996. From 1992 until joining the Company,
Ms. Lebenberg was with Morgan, Lewis & Bockius LLP in New York, where she
practiced law primarily in the areas of securities and mergers and acquisitions,
specializing in consolidation transactions. Ms. Lebenberg holds a B.A. in
Economics and History from the State University of New York at Binghamton and a
J.D. from Fordham University School of Law.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee, subject to the employment agreements described
below, reviews and recommends to the Board of Directors for its approval the
salaries and bonuses of the Company's officers, including its five executive
officers -- Thomas C. Walker, Chairman of the Board and Chief Development
Officer; Ed H. Bowman, Jr., President and Chief Executive Officer; David
Lowenstein, Executive Vice President -- Corporate Development and Acquisitions
and Chief Financial Officer; Timothy J. Barker, Vice President and Chief
Accounting Officer; and Margot T. Lebenberg, Vice President, General Counsel and
Secretary. In addition, the Compensation Committee grants stock options under
the Stock Option Plan to selected Directors, executive officers and other key
employees.
Compensation Philosophy
The Company's executive compensation program is designed to integrate
compensation with the achievement of the Company's short and long-term business
objectives and to assist the Company in attracting, motivating and retaining the
highest quality executives.
Executive compensation is comprised of three components: (i) a base salary,
which attracts talented managers and contributes to motivating and rewarding
individual performance; (ii) a cash incentive bonus and/or warrants, which
integrate financial reward to the achievement of the Company's short-term
performance objectives; and (iii) a stock option program, which is intended to
promote the achievement of long-term performance goals and to align the
long-term interests of the Company's executive officers with those of the
stockholders.
The base salary and incentive bonus payable to each of the Company's
executive officers are presently governed by employment agreements entered into
by the Company with each of such executive officers. See "Employment Contracts,
Termination of Employment and Change-in-Control Arrangements." The Compensation
Committee conducts ongoing reviews of such employment agreements to ensure that
they are consistent with the Compensation Committee's then current philosophy.
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The Committee generally intends that compensation paid to the Company's
Chief Executive Officer and the other executive officers named in the Summary
Compensation Table not be subject to the limitation on tax deductibility under
Section 162(m) of the Internal Revenue Code, as amended (the "Code"), so long as
this can be achieved in a manner consistent with the Committee's other
objectives. Section 162(m) generally eliminates a corporation's tax deduction in
a given year for payments to certain named executive officers in excess of $1
million, unless such payments result from "qualified performance-based
compensation." The Committee has been advised that compensation paid in 1996
should not be subject to the limitation on deductibility under Code Section
162(m).
Base Salary Compensation
The Compensation Committee continues to believe that the retention of
executives who have developed the skills and expertise required to lead the
organization is vital to the Company's competitive strength. It further believes
that attracting other key employees who can supplement the efforts of its
existing executives is absolutely critical. To this end, it is the Compensation
Committee's policy to continue to establish base pay at a competitive level.
Incentive Bonus Compensation
The Compensation Committee believes that compensation should vary with
corporate performance and that a significant portion of compensation should
continue to be linked to the achievement of business goals. Under the Company's
employment agreements with the five executive officers, the incentive bonus
award component of their compensation is based on the achievement of certain
levels of operating profitability, and awards are payable only if current year's
operating profits exceed the prior year's results. Such incentive bonus award
component is subject to annual subjective review by the Compensation Committee.
Stock Option Grants
It is the policy of the Compensation Committee to award stock options to
executive officers and other key employees of the Company to align their
interests with those of the Company's long-term investors and to help attract
and retain such persons. The options, therefore, provide value to the recipients
only if and when the market price of the Common Stock increases above the option
grant price. To that end, there is ongoing review by the Committee of the market
price of Common Stock and the grant price of options. It is the Committee's goal
to preserve this incentive as an effective tool in motivating and retaining
executives.
Options to purchase 789,000 shares of Common Stock were granted during 1996
to certain employees who were hired during 1996 and to the executive officers
and other current management level employees. The Compensation Committee
believes that granting such options, including in particular with respect to the
executive officers, not only provides a meaningful long-term incentive to those
individuals who have been identified as key to the future success of the Company
and to help retain the services of such personnel, but also further links
compensation to the overall performance of the Company.
Compensation of the Chief Executive Officer
The Compensation Committee considers several factors in establishing the
Chief Executive Officer's compensation package, including market pay practices,
performance level, contributions toward achievement of strategic goals and the
overall financial and operating success of the Company. Compensation paid during
1996 to Mr. Bowman was composed of the initial base salary set forth in Mr.
Bowman's employment agreement. Additionally, options and warrants were granted
to Mr. Bowman pursuant to his employment agreement.
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The Compensation Committee concluded that the vesting schedule for Mr.
Bowman's warrants should be accelerated for a variety of factors, including a
comparison of Mr. Bowman's compensation to that granted by the Company's
competitors and the critical role Mr. Bowman plays in promoting the Company's
growth. Also, in March 1997, Mr. Bowman's employment agreement was amended to
provide for accelerated vesting of his warrants and additional option grants at
such time as the market price of the Company's Common Stock reaches certain
specified levels. In April 1997, Mr. Bowman was also awarded options to purchase
25,000 shares of Common Stock, which options are fully exercisable.
THE COMPENSATION COMMITTEE
Michael J. Bradley
Donald F. Moorehead, Jr.
Hon. Edward M. Rowell
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and long
term compensation earned during the last two fiscal years by the Company's Chief
Executive Officer and each other executive officer of the Company (collectively,
the "named executive officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ------------------ -------
SECURITIES LTIP
OTHER ANNUAL UNDERLYING PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) COMPENSATION($)(2) OPTIONS/SARS(#)(3) ($) COMPENSATION($)
- ------------------------------ ---- --------- -------- ------------------ ------------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas C. Walker 1995 150,000 -- -- -- -- --
Chairman of the Board 1996 150,000 -- -- -- -- --
and Chief Development Officer
Ed H. Bowman, Jr. 1995 25,000 -- -- 100,000 -- --
President and Chief 1996 200,000 -- 76,060 130,000 -- --
Executive Officer
David Lowenstein 1995 130,000 -- -- -- -- --
Executive Vice 1996 120,000 -- -- -- -- --
President -- Corporate
Development and Acquisitions
and Chief Financial Officer
Timothy J. Barker 1995 82,528 -- -- 15,000 -- --
Vice President and 1996 91,250 50,937 -- 40,000 -- --
Chief Accounting Officer
Margot T. Lebenberg 1995 -- -- -- -- -- --
Vice President, 1996 60,256 35,000 -- 55,000 -- --
General Counsel and Secretary
</TABLE>
- ---------------
(1) Mr. Walker commenced employment with the Company upon the Company's
inception, September 1994. Mr. Bowman, Mr. Lowenstein commenced employment
with the Company in November 1995 and February 1995, and Mr. Barker became a
consultant to the Company in June 1995 and an employee in November 1995,
respectively. Ms. Lebenberg commenced employment with the Company in May
1996.
(2) Includes $70,560 in moving related expenses and $5,500 in automobile related
expenses for Mr. Bowman. Does not include the Company's expected payment of
taxes on behalf of Mr. Bowman for additional taxes he will owe in 1996 for
the reimbursement of moving related expenses.
(3) Represents options or warrants granted to purchase the stated number of
shares of Common Stock.
9
<PAGE> 13
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grants of stock
options and warrants to the named executive officers during fiscal 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING AND WARRANTS OR OPTION OR WARRANT
OPTIONS GRANTED TO BASE TERM(4)(5)
OR WARRANTS EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED(#) IN 1996(%) ($/SH) DATE 5%($) 10%($)
---- ------------- ------------ -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Walker -- -- -- -- -- --
Chairman of the Board
and Chief Development
Officer
Ed H. Bowman, Jr. 50,000(1) 6.0 20.00 5/21/06 340,096 771,561
President and Chief 80,000(2) 9.5 13.00 11/16/05 654,050 1,657,492
Executive Officer
David Lowenstein -- -- -- -- -- --
Executive Vice
President
- -- Corporate
Development
and Acquisitions and
Chief Financial
Officer
Timothy J. Barker 15,000(2) 1.8 13.00 11/16/05 122,634 310,780
Vice President and
Chief 15,000(3) 1.8 17.00 7/31/06 160,368 406,404
Accounting Officer 10,000(2) 1.2 20.00 12/17/06 125,779 318,748
Margot T. Lebenberg 45,000(3) 5.4 16.00 4/1/06 452,804 1,147,495
Vice President,
General 10,000(2) 1.2 20.00 12/17/06 125,779 318,748
Counsel and Secretary
</TABLE>
- ---------------
(1) These represent 50,000 warrants to purchase shares of Common Stock at an
exercise price equal to fair market value as of the date the warrants were
granted. These were amended in March 1997 to provide that the warrants are
exercisable as to 50% of the underlying shares on May 21, 1997 and are
exercisable as to the remaining 50% of the underlying shares commencing May
21, 1998.
(2) These non-qualified stock options were granted under the Company's Stock
Option Plan and entitle the holder to purchase shares of the Common Stock at
an exercise price equal to the fair market value per share of the Common
Stock as of the date the option was granted. These options are exercisable
six months after the date of grant as to 20% of the underlying shares, and
as to an additional 20% on each of the next four anniversaries of the date
of the option grant.
(3) These non-qualified stock options were granted under the Company's Stock
Option Plan and entitle the holder to purchase shares of the Common Stock at
an exercise price equal to the fair market value per share of the Common
Stock as of the date each of the options was granted. These options are
exercisable immediately as to 20% of the underlying shares, and as to an
additional 20% on each of the next four anniversaries of the date of the
option grant.
(4) The potential realizable values are the results of calculations at assumed
annual rates of stock price appreciation of five percent and ten percent.
These assumed rates of growth were selected by the Securities and Exchange
Commission for illustration purposes only. They are not intended to forecast
possible future appreciation, if any, of the Company's stock price. No gain
to optionees or warrant holders is possible without an increase in stock
prices, which will benefit all stockholders. Options and warrants become
immediately exercisable in the event of a change-in-control as defined in
the Stock Option Plan or the respective warrant.
(5) This table does not include the following: (i) warrants to purchase 115,000
shares of Common Stock granted in November 1995 as follows: Mr.
Bowman -- 100,000; and Mr. Barker -- 15,000; and (ii) options to purchase
the specified number of shares of Common Stock granted in April 1997 as
follows: Mr. Walker -- 15,000; Mr. Bowman -- 25,000; Mr.
Lowenstein -- 15,000; Mr. Barker -- 5,000; and Ms. Lebenberg -- 5,000. These
options vested 100% on the date of the option grant.
10
<PAGE> 14
FISCAL YEAR END OPTION VALUES
The following table provides information, with respect to the named
executives, concerning the options and warrants held as of December 31, 1996. No
options or warrants were exercised by any named executive officer during fiscal
1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AND WARRANTS AT MONEY OPTIONS AND WARRANTS
FISCAL YEAR END (#) AT FISCAL YEAR END (1)($)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas C. Walker........................... -- -- -- --
Chairman of the Board and
Chief Development Officer
Ed H. Bowman, Jr. ......................... 32,000 198,000 252,000 1,509,250
President and Chief
Executive Officer
David Lowenstein........................... -- -- -- --
Executive Vice President
- -- Corporate Development
and Acquisitions and
Chief Financial Officer
Timothy J. Barker.......................... 9,000 46,000 58,875 289,250
Vice President and Chief
Accounting Officer
Margot T. Lebenberg........................ 9,000 46,000 43,875 184,250
Vice President, General
Counsel and Secretary
</TABLE>
- ---------------
(1) The value of an unexercised option or warrant at December 31, 1996 is
determined by subtracting the exercise price of such option or warrant from
the last sale price of a share of Common Stock on December 31, 1996
($20.88), as reported by the Nasdaq National Market.
11
<PAGE> 15
PERFORMANCE GRAPH
The graph below shows a comparison of the cumulative total return, on a
dividend reinvestment basis, for the period from January 12, 1996 (the effective
date of the Company's IPO) through December 31, 1996 assuming $100 was invested
on January 12, 1996 in the Common Stock, the Company's selected peer group of
document management services companies and the S&P 500 Composite Stock Price
Index. The selected peer group of document management services companies
consists of Iron Mountain, Inc. and Lason, Inc. These companies were selected
based on SIC code or are considered by the Company's management to be
competitors of the Company. The returns of each peer group company have been
weighted according to its stock market capitalization for purposes of arriving
at a peer group average.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) F.Y.I. Incorporated S & P 500 Peer Group
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 160.58 122.96 150.56
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1996, the Compensation Committee consisted of Mr. Bradley, Mr. Moorehead
and Mr. Rowell. All of the members of the Compensation Committee are
non-employee Directors of the Company and are not former officers of the
Company. During 1996, no executive officer of the Company served as a member of
the Board of Directors or on the compensation committee of a corporation where
one of whose executives officers served on the Compensation Committee or on the
Board of Directors of the Company.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Messrs. Walker, Lowenstein, Bowman and Barker and Ms. Lebenberg entered
into employment agreements with the Company in December 1994, February 1995,
November 1995, July 1996 and July 1996, respectively. Pursuant to such
agreements, each of such persons receives an annual base salary and is eligible
for additional year-end bonus compensation. The employment agreement for each of
Mr. Bowman and Ms. Lebenberg is for a term of three years, and Mr. Barker's
employment agreement is for a term of two years and five months. Each employment
agreement automatically renews at the end of its initial term (and each
succeeding term) for an additional one year, unless terminated or not renewed by
the Company or the employee.
12
<PAGE> 16
Each of the employment agreements provides that, in the event of a
termination of employment by the Company without cause, such employee shall be
entitled to receive from the Company such employee's then current salary for the
greater of two years (one year in the case of Mr. Barker) or whatever period is
remaining under the term of the agreement. In the event of a change in control
of the Company, if the employee has not received notice 15 days prior to the
event resulting in such change of control that such employee's employment will
be continued by the successor to the Company, it shall be deemed a termination
without cause, except that the amount of the lump-sum payment to be made to such
employee shall be triple (150% in the case of Mr. Barker) the amount ordinarily
due upon a termination without cause. In addition, in the event of a change in
control of the Company, each employee may elect to terminate his or her
employment agreement and receive 150% of the amount ordinarily due upon a
termination without cause.
Each employment agreement contains a covenant-not-to-compete with the
Company for a period of two years following termination of employment, provided
that: (i) in the event of a termination of employment by the Company without
cause, the term of the covenant-not-to-compete contained in the employment
agreement will be shortened to one year; and (ii) in the event of a change in
control of the Company wherein the employee does not receive notice 15 days
prior to the event resulting in such change of control of the continuation of
such employee's employment, the covenant-not-to-compete shall not apply. If
applicable law reduces the time period during which the employee is prohibited
from competing with the Company, the covenant-not-to-compete shall be reduced to
the maximum period permitted by law.
SEVERANCE ARRANGEMENT
Effective July 22, 1996, the Company's then Executive Vice President and
Chief Financial Officer resigned. Under the terms of the separation agreement,
the Company has paid or will pay the former Executive Vice President and Chief
Financial Officer an aggregate of $195,000 as follows: $120,000 on August 19,
1996, $50,000 on January 30, 1997 and $25,000 on August 19, 1997. Furthermore,
in addition to options for 8,000 shares that vested, additional options for
22,000 shares held by the former executive were accelerated and vested. All of
such options have been exercised.
13
<PAGE> 17
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information, as of March 26, 1997,
regarding the beneficial ownership of the Common Stock by (i) each person known
to the Company to beneficially own more than 5% of the Common Stock; (ii) each
Director and each named executive officer; and (iii) all Directors and executive
officers as a group. The address of each person listed below is c/o F.Y.I.
Incorporated, 3232 McKinney Avenue, Suite 900, Dallas, Texas 75204. All persons
listed have sole voting and investment power with respect to their shares unless
otherwise indicated. At March 26, 1997, there were 8,784,884 shares of the
Common Stock outstanding (including 36,670 shares held by a wholly-owned
subsidiary of the Company).
NAME OF BENEFICIAL OWNER
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
SHARES COMMON
GREATER THAN 5% STOCKHOLDERS: OWNED COMMON STOCK
----------------------------- --------- ------------
<S> <C> <C>
Wasatch Advisors, Inc....................................... 684,850 7.8%
68 South Main Street, Ste. 400
Salt Lake City, Utah 84101
DIRECTORS AND EXECUTIVE OFFICERS:
Greg Melanson(1)............................................ 493,260 5.6
Thomas C. Walker(1)......................................... 270,000 3.1
Jerry F. Leonard, Jr........................................ 253,274 2.9
Jonathan B. Shaw(1)......................................... 215,198 2.4
David Lowenstein(1)......................................... 212,000 2.4
Ed H. Bowman, Jr.(2)........................................ 117,000 1.3
Donald F. Moorehead, Jr.(3)................................. 68,617 *
Michael J. Bradley(3)....................................... 62,030 *
G. Michael Bellenghi(1)..................................... 52,996 *
Margot T. Lebenberg(4)...................................... 18,200 *
Timothy J. Barker(5)........................................ 17,500 *
Hon. Edward M. Rowell(3).................................... 8,333 *
All Directors and executive officers
as a group (12 persons)(6).................................. 1,788,408 20.0%
</TABLE>
- ---------------
* Represents less than 1%.
(1) Does not include 15,000 shares which may be acquired upon the exercise of
options granted in April 1997 which are exercisable within 60 days.
(2) Does not include 123,000 shares which may be acquired upon the exercise of
options and warrants not exercisable within 60 days or 25,000 shares which
may be acquired upon the exercise of options granted in April 1997 which
are exercisable within 60 days.
(3) Does not include 6,667 shares which may be acquired upon the exercise of
options not exercisable within 60 days.
(4) Does not include 37,000 shares which may be acquired upon the exercise of
options not exercisable within 60 days or 5,000 shares which may be
acquired upon the exercise of options granted in April 1997 which are
exercisable within 60 days.
(5) Does not include 38,500 shares which may be acquired upon the exercise of
options and warrants not exercisable within 60 days or 5,000 shares which
may be acquired upon the exercise of options granted in April 1997 which
are exercisable within 60 days.
(6) Does not include 218,501 shares which may be acquired upon the exercise of
options and warrants not exercisable within 60 days or 110,000 shares which
may be acquired upon the exercise of options granted in April 1997 which
are exercisable within 60 days.
14
<PAGE> 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the acquisition of seven document management services
businesses (the "Founding Companies") simultaneously with the closing of the
IPO, and as consideration for their interests in these companies, certain
officers, Directors and holders of more than 5% of the outstanding shares of the
Company received cash and shares of Common Stock of the Company as follows: Mr.
Melanson -- $2,475,000 and 613,260 shares of Common Stock; Mr.
Leonard -- $1,250,000 and 253,274 shares of Common Stock; Mr. Shaw -- $1,200,000
and 265,198 shares of Common Stock; Mr. Bellenghi -- $103,000 and 66,196 shares
of Common Stock; and Mr. Bradley -- $103,000 and 66,196 shares of Common Stock.
The Company has repaid approximately $4,106,000 of indebtedness of the
Founding Companies, of which approximately $2,212,000 directly or indirectly
benefited officers, Directors or greater than 5% stockholders of the Company as
follows: Mr. Melanson -- approximately $417,000; Mr. Shaw -- approximately
$155,000; Mr. Leonard -- approximately $1.2 million; Mr. Bellenghi -- $205,000;
and Mr. Bradley -- $205,000. In each case, such person was previously either a
direct obligor or a guarantor of such indebtedness.
The Company had an option to acquire Researchers Litigation Support, L.L.C.
("Researchers LLC"), a start-up document management business owned by Mr.
Melanson, and Mr. Melanson had an option to require the Company to purchase such
business. In December 1996, the Company acquired substantially all of the assets
of Researchers LLC for $2,700,000.
WARRANTS TO PURCHASE COMMON STOCK
In November 1995, the Company granted to Mr. Bowman and Mr. Barker warrants
to purchase 100,000 and 15,000 shares of Common Stock, respectively, each with
an exercise price of $10.00 per share. These warrants were amended in March 1997
and are now exercisable as to 50% on March 31, 1997 and as to the remaining 50%
on January 26, 1998. In May 1996, the Company granted to Mr. Bowman an
additional warrant to purchase 50,000 shares of Common Stock at an exercise
price of $20.00 per share. The additional warrant was amended in March 1997 and
is exercisable as to 50% on May 21, 1997 and as to the remaining 50% on May 21,
1998.
REAL ESTATE TRANSACTIONS
Leonard leases two properties from Leonard Investments, a partnership
consisting of Mr. Leonard and his father. The aggregate rental expenses for
these properties were approximately $105,000 for the year ended December 31,
1996. The Company also leases one other facility from Mr. Leonard's father. The
rental expenses for this property were approximately $76,000 for the year ended
December 31, 1996. The Company believes that the amounts paid for such
properties do not exceed the fair market rental thereof.
Researchers leases office facilities and certain equipment from Mr.
Melanson. The total lease payments to Mr. Melanson were approximately $224,000
for the year ended December 31, 1996. Researchers is also required to pay the
taxes and insurance on the properties. The Company believes that the amounts
paid for such properties do not exceed the fair market rental thereof.
CERTAIN LOANS
At December 31, 1996, one company which was wholly-owned by Mr. Leonard and
his relatives was obligated to Leonard in the amount of approximately $255,000.
15
<PAGE> 19
COMPANY POLICY
It is the Company's policy that transactions with affiliates of the Company
will be approved by a majority of the Board of Directors, including a majority
of the disinterested members of the Board of Directors, and will be made on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
selected Arthur Andersen LLP as its independent public accountants for fiscal
1997. Arthur Andersen LLP audited the Company's books, records and accounts for
fiscal 1996, and representatives of the firm will attend the Annual Meeting,
will have the opportunity to make a statement and will be available to answer
questions that may be asked by stockholders.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration at the Annual Meeting other than the matters described in the
Notice of Annual Meeting, but if other matters are presented, it is the
intention of the persons named in the accompanying Proxy to vote on such matters
in accordance with their judgment.
STOCKHOLDER PROPOSALS FOR THE 1998
ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals to be presented at the 1998 Annual Meeting of
Stockholders must be received, in writing, by the Secretary of the Company at
the Company's principal executive offices no later than December 8, 1997 in
order to be included in the Company's Proxy materials relating to that meeting.
REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE TO
STOCKHOLDERS, WITHOUT CHARGE, UPON WRITTEN REQUEST. EXHIBITS TO THE FORM 10-K
WILL BE FURNISHED UPON PAYMENT OF $.50 PER PAGE, WITH A MINIMUM CHARGE OF $5.00.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO F.Y.I. INCORPORATED, 3232 MCKINNEY
AVENUE, SUITE 900, DALLAS, TEXAS 75204, ATTENTION: MARGOT T. LEBENBERG, ESQ.
By Order of the Board of Directors
/s/ MARGOT T. LEBENBERG
Margot T. Lebenberg
Vice President, General Counsel and
Secretary
Dallas, Texas
April 8, 1997
16
<PAGE> 20
F.Y.I. INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1997
The undersigned hereby appoints Thomas C. Walker and Ed H. Bowman,
Jr., and each of them, proxies, with full power of substitution, to appear on
behalf of the undersigned and to vote all shares of Common Stock (par value
$.01) of F.Y.I. Incorporated (the "Company") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held at the Melrose Hotel,
3015 Oak Lawn Avenue, Dallas, Texas 75219 on Thursday, May 15, 1997, commencing
at 10:00 a.m. (local time), and at any adjournment thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF
NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
LISTED NOMINEES AS DIRECTORS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 21
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors [ ] [ ]
Nominees: THOMAS C. WALKER
ED H. BOWMAN, JR.
DAVID LOWENSTEIN
G. MICHAEL BELLENGHI
JERRY F. LEONARD, JR.
GREG MELANSON
JONATHAN B. SHAW
MICHAEL J. BRADLEY
DONALD F. MOOREHEAD, JR.
EDWARD M. ROWELL
KYLE C. KERBAWY
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment
thereof.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "For" box and write that nominee's name in the space provided below.)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [ ]
Signature____________________Signature___________________Dated: __________, 1997
NOTE: Please sign exactly as name appears above. When signing as an attorney,
executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
