STV GROUP, INCORPORATED
205 West Welsh Drive
Douglassville, Pennsylvania 19518
OFFICE OF THE CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
February 26, 1999
To the Shareholders:
On Tuesday, March 30, 1999, at 10:00 A.M., the Annual Meeting of
Shareholders of STV Group, Incorporated the "Company" will be held at the office
of STV Group, Incorporated, 225 Park Avenue, South, New York, New York 10003, to
vote to elect two directors of the Company to serve for three-year terms until
the 2002 Annual Meeting of Shareholders, and to conduct other business as
necessary. We hope you will be able to attend in person, but if this is
inconvenient, we earnestly request that you be represented by proxy.
The following pages contain the formal notice of this meeting and the
Company's proxy statement. Please sign the enclosed proxy and return it
promptly. Your vote is important, and we encourage you to exercise it. For your
convenience, and to speed delivery of your proxy, please use the enclosed
postage prepaid envelope. A copy of the Company's Annual Report for the year
ended September 30, 1998 accompanies these proxy materials.
Sincerely yours,
/s/ Dominick M. Servedio
Dominick M. Servedio
President and
Chief Executive Officer
<PAGE>
STV GROUP, INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of STV Group, Incorporated:
The Annual Meeting of Shareholders of STV GROUP, INCORPORATED
("Company") will be held on Tuesday, March 30, 1999, at 10:00 A.M. (local time),
at the office of STV Group, Incorporated, 225 Park Avenue, South, New York, New
York 10003, for the following purposes:
1. To elect two Directors to serve for terms of three years and until
their respective successor shall have been duly elected and qualified.
2. To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
The Board of Directors has fixed January 29, 1999, as the record date
for determination of shareholders entitled to vote at the meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the meeting or any postponement or adjournment
thereof.
A copy of the Company's Annual Report for the year ended September 30,
1998 is enclosed with this Notice of Annual Meeting of Shareholders and the
accompanying proxy statement.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE RESPECTFULLY
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED FORM OF PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors
/s/ Peter W. Knipe
February 26, 1999 Peter W. Knipe
Secretary
IMPORTANT-Shareholders can help the Company avoid the additional expense of
further solicitation by promptly returning the enclosed proxy. The enclosed
addressed envelope requires no postage if mailed in the United States and is
intended for your convenience.
<PAGE>
STV GROUP, INCORPORATED
205 West Welsh Drive
Douglassville, PA 19518
PROXY STATEMENT
This proxy statement, which together with the accompanying proxy card
is first being mailed to shareholders on or about February 26, 1999, is
furnished to the shareholders of STV GROUP, INCORPORATED (the "Company"), in
connection with the solicitation of proxies by the Board of Directors to be used
in voting at the Annual Meeting of Shareholders ("Annual Meeting") to be held at
10:00 A.M. (local time), at the offices of STV Group, Incorporated, 225 Park
Avenue, South, New York, New York 10003, on Tuesday, March 30, 1999, and at any
adjournment or postponement thereof.
The cost of the solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype, by officers, directors or employees of the Company,
without additional compensation. The Company will pay the reasonable expenses
incurred by record holders of the Company's common stock, par value $.50 per
share ("Common Stock"), who are brokers, dealers, banks or voting trustees, or
their nominees, upon request, for mailing proxy material and annual shareholder
reports to beneficial owners.
A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Common Stock for the election of each nominee for directorship hereinafter
named.
The enclosed proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the meeting: (i)
matters which the Company's Board of Directors does have notice of at least 45
days before the date on which the Company first mailed its proxy materials for
the 1998 Meeting of Shareholders; (ii) approval of the minutes of a prior
meeting of shareholders, if such approval does not constitute ratification of
the action taken at that meeting; (iii) the election of any person to any office
for which a bona fide nominee is unable to serve or for good cause will not
serve; (iv) any proposal omitted from this proxy statement and the form of proxy
pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange Act of 1934, as
amended; and (v) matters incidental to the conduct of the Annual Meeting.
The Board of Directors currently is not aware of any matters (other
than procedural matters) which will be brought before the meeting and which are
not referred to in the enclosed meeting notice. If any such matters are properly
brought before the meeting, the persons named in the enclosed proxy will act or
vote in accordance with their best judgment.
Any shareholder who executes and returns a proxy may revoke it by
submitting written revocation to the Secretary of the Company at any time before
the proxy is exercised, by submitting another duly executed proxy with a later
date, or by appearing and voting in person at the Annual Meeting.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The total number of shares of Common Stock outstanding on January 29,
1999, the record date ("Record Date") for the determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting, was 3,800,318
shares. Each share of Common Stock entitles the registered owner to one vote on
each matter which may be brought before the Annual Meeting, except for the right
to vote cumulatively for directors. Under cumulative voting, each share of stock
entitled to be voted in the election of directors has such number of votes as is
equal to the number of directors to be elected; all such votes may be cast for a
single director or they may be distributed among any two or more of them. The
candidates securing the highest number of votes for election shall be elected.
If no contrary instructions are given, the persons named in the enclosed proxy
will have discretionary authority to cumulate votes among directors. The
presence, in person or by proxy, of shareholders holding at least a majority of
the shares of Common Stock entitled to vote on a particular matter will
constitute a quorum for the purpose of consideration of and action on the matter
at the Annual Meeting.
The following table sets forth certain information, as of the Record
Date, with respect to the beneficial ownership of Common Stock of the Company by
each person known by the Company to own beneficially more than 5% of the Common
Stock, by each director of the Company and each director nominee, by each of the
Company's four most highly compensated executive officers, and by all directors
and executive officers as a group. All persons listed below have sole voting and
investment power with respect to their shares, unless otherwise indicated. There
are no arrangements known to management the operation of which may, at a
subsequent date, result in a change in control of the Company.
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares (1) Class (2)
<S> <C> <C>
STV Employee Stock 2,541,456 (3) 66.9
Ownership Plan
c/o STV Group, Incorporated
205 West Welsh Drive
Douglassville, PA 19518
Richard L. Holland 93,274 2.5
Michael Haratunian 372,922 (4) 9.8
205 West Welsh Drive
Douglassville, PA 19518
Dr. Harry Prystowsky 1,000 (5)
Maurice L. Meier 1,328 (5)
Dominick Servedio 272,302 (6) 7.2
225 Park Avenue South
New York, New York 10003
William J. Doyle 226,200 6.0
Winning Strategies Advertising LLC
533 Fellowship Road
Mt. Laurel, NJ 08054
<PAGE>
Ray Monti 0 0
Whitney A. Sanders II 84,840 (7) 2.2
Peter W. Knipe 58,767 (8) 1.5
All executive officers and 1,110,633 (9) 29.2
directors (As a group 8 persons)
</TABLE>
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Securities and Exchange Commission and,
accordingly, may include securities owned by or for, among others, the
wife and/or minor children of the individual and any other relative who
has the same home as such individual, as well as other securities as to
which the individual has or shares voting or investment power or has
the right to acquire within 60 days after the Record Date. The same
shares may be beneficially owned by more than one person. Beneficial
ownership may be disclaimed as to certain of the securities.
(2) Based on 3,800,318 shares of Common Stock outstanding.
(3) Participants in the STV Employee Stock Ownership Plan (the "ESOP") have
"pass-through" voting rights. Thus, a participant is entitled to vote
all shares allocated to such participant as of a particular record
date. Unallocated shares are voted by the ESOP administrators, who are
subject to fiduciary duties to the ESOP participants in acting in such
capacity. The ESOP administrators are appointed by the Board of
Directors and have sole investment power with respect to all shares
held in the ESOP. See "EXECUTIVE COMPENSATION - Employee Stock
Ownership Plan." As of the Record Date, there were approximately 62,000
unallocated shares held in the ESOP.
(4) Includes 2,000 shares of Common Stock held by his wife and 241,516
shares of Common Stock which may be acquired within 60 days after the
Record Date, pursuant to stock options. Includes 27,614 shares which
were allocated to Mr. Haratunian's account under the ESOP, as of the
Record Date, and over which he has voting but not investment power.
(5) Less than 1%.
(6) Includes 191,516 shares of Common Stock which may be acquired within 60
days after the Record Date, pursuant to stock options. Includes 25,362
shares which were allocated to Mr. Servedio's account under the ESOP,
as of the Record Date, and over which he has voting but not investment
power.
(7) Includes 3,000 shares held by his son and 20,000 shares of Common Stock
which may be acquired within 60 days after the Record Date, pursuant to
stock options. Includes 18,640 shares which were allocated to Mr.
Sanders' account under the ESOP, as of the Record Date, and over which
he has voting but not investment power.
(8) Includes 20,000 shares of Common Stock which may be acquired within 60
days after the Record Date, pursuant to stock options. Includes 12,631
shares which were allocated to Mr. Knipe's account under the ESOP, as
of the Record Date, and over which he has voting but not investment
power.
<PAGE>
(9) Includes 84,247 shares which were allocated to the accounts of such
executive officers and directors, as a group, under the ESOP, as of the
Record Date, and over which such persons have voting but not investment
power. Includes 473,032 shares of Common Stock which may be acquired
within 60 days of the record date pursuant to stock options.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Two Directors are to be elected at the meeting to serve for a
three-year term until the 2002 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified.
The Board of Directors has designated the persons listed below to be
nominees for election as Directors. The nominees have consented to being named
in the proxy statement and to serve if elected. The Company has no reason to
believe that any nominee will be unwilling or unable to serve; however, should
any nominee become unavailable for any reason, the Board of Directors may
designate a substitute nominee. The proxy agents intend (unless authority has
been withheld) to vote FOR the election of the Company's nominees.
The following information regarding the Company's nominees for election
as Directors is based, in part, on information furnished by these individuals.
<TABLE>
<CAPTION>
Director Positions With
Name Since Age the Company
<S> <C> <C> <C>
Ray M. Monti (1) (2) 1996 69 Director
G. Michael Stakias ---- 49 Nominee
</TABLE>
Information Concerning Continuing Directors
The following table sets forth certain information concerning those
Directors whose terms will expire in 2000 and 2001.
<TABLE>
<CAPTION>
Director Positions With
Name Since Age the Company
<S> <C> <C> <C>
The terms of the following Directors will expire in 2000:
William J. Doyle (1) (2) 1993 68 Director
Richard L. Holland (1) (3) (4) 1974 72 Director
Michael Haratunian (3) (4) 1986 65 Chairman of the Board of Directors
</TABLE>
<TABLE>
<CAPTION>
The term of the following Directors will expire in 2001:
<S> <C> <C> <C>
Maurice L. Meier (2) 1986 72 Director
Dr. Harry Prystowsky (1) (2) 1984 73 Director
Dominick M. Servedio (3) (4) 1992 58 Director, President and Chief Executive
Officer
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
(4) Member of the Executive Committee.
<PAGE>
Mr. Monti is the retired Director of Engineering and Chief Engineer of the
Port Authority of New York and New Jersey, 1972 - 1992.
Mr. Stakias is currently a partner in Liberty Partners, L.P., and Executive
Vice President and Managing Director of its general partner Liberty Capital
Partners, Inc., a New York investment management firm. Prior to joining Liberty
Partners, L.P. in July, 1998, Mr. Stakias was a partner in the Philadelphia law
firm Blank Rome Comisky & McCauley LLP. Mr. Stakias currently serves on the
boards of directors of Norwood Promotional Products, the Regulus Group and Laser
Link Communications, each privately held companies.
Mr. Doyle is currently Vice Chairman of Winning Strategies Advertising, LLC
a major advertising, marketing and communications company. Previously, he was
Vice Chairman of Hill International, a construction consulting firm. He also
serves as a director of Coriell Institute, Creative Dimensions Management and is
Chairman of Doyle Management Services.
Mr. Holland has been associated with the Company in various capacities
continuously since 1968 and retired in 1991. Pursuant to an agreement dated
September 30, 1986, between the Company and Mr. Holland, Mr. Holland is
receiving a severance payment of $138,500 per year in equal monthly
installments. These payments will continue through September 2006.
Mr. Haratunian has been associated with the Company continuously since
1972. He was elected Chairman of the Board and Chief Executive Officer of STV
Group, Incorporated, in 1993 and retired as Chief Executive Officer in 1998. Mr.
Haratunian is a registered professional engineer. He is also a director of each
of STV's subsidiaries.
Mr. Meier, who has been continuously associated with the Company in various
capacities since 1968 and became President of Sanders and Thomas, Inc. and
Executive Vice President of STV Group, Incorporated, retired on October 1, 1988.
Dr. Prystowsky is a retired Senior Vice President of Health Affairs and
Dean, College of Medicine, of The Milton S. Hershey Medical Center.
Mr. Servedio has been continuously associated with the Company since 1977
and was elected President and Chief Operating Officer of STV Group,
Incorporated, in 1993 and Chief Executive Officer in 1998. Mr. Servedio is a
registered professional engineer. He is also President of STV Incorporated.
The Board of Directors of the Company held four meetings during the fiscal
year ended September 30, 1998.
Each director of the Company attended 75% or more of the meetings of the
Board and committees of which they were members during the fiscal year ended
September 30, 1998. The Board has an Audit Committee and a Compensation
Committee which meet at varying intervals. The purpose of the Audit Committee is
to review all recommendations made by the Company's independent public
accountants with respect to the accounting methods used and the system of
internal control followed by the Company and to advise the Board of Directors
with respect thereto. The Audit Committee held one meeting during the fiscal
year ended September 30, 1998. The purpose of the Compensation Committee is to
make recommendations to the Board of Directors with respect to executive
compensation. The Compensation Committee held three meetings during the fiscal
year ended September 30, 1998. The Board has a Nominating Committee, which held
one meeting during the fiscal year ended September 30, 1998.
Directors who are not also officers of the Company receive an annual fee of
$18,000 plus $500 for each committee meeting.
Under the Company's Bylaws, shareholders have the right to nominate
directors in accordance with the procedures specified therein. Nominations for
directors made by shareholders must be (i) made by a shareholder entitled to be
present and to vote at the meeting or by a duly authorized proxy, (ii) submitted
in writing to the Secretary of the
<PAGE>
Company not later than the close of business on the tenth business day
immediately preceding the date of the meeting, (iii) accompanied by the signed
written consent of the nominee to serve if elected, and (iv) accompanied by a
current resume for those nominees not recommended by the Board of Directors. All
nominations not made as set forth above will be rejected. In addition, at any
time prior to the election of directors at a meeting of shareholders, the Board
of Directors, in its sole discretion, may (but need not) designate a substitute
nominee to replace any bona fide nominee who was nominated by a shareholder in
accordance with the Bylaws and who, for any reason, becomes unavailable for
election as a director.
Section 16(a) Beneficial Ownership Report Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such persons are required by Commission regulations
to furnish the Company with copies of all Section 16(a) forms which they file.
To the Company's knowledge, based solely on the review of the copies of such
reports furnished to the Company during the fiscal year ended September 30,
1998, all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were complied with
except that the Company's ESOP plan filed one late report on Form 4 due to a
delay in receiving information.
EXECUTIVE COMPENSATION
Board Committee Report on Executive Compensation
The Compensation Committee of the Board assists the Board in
structuring compensation arrangements and incentive plans for the executive
officers and senior management of the Company. Decisions on compensation and the
grant of incentives are generally made by the three-member committee, composed
of only non-employee directors. Decisions by the Committee relating to the
compensation and incentives for the Company's officers are submitted to the full
Board for ratification or revision. Set forth below is the Committee's report on
the compensation policies for 1998 as they affected executive officers of the
Company.
With regard to executive compensation, it is the philosophy of the STV
Group organization to provide a program which attracts and retains executive
officers and other key employees critical to the Company's success, and to
reward executive officers for corporate, group, and individual performance.
Executive compensation, including that of the Chief Executive Officer, is
evaluated by the Board using the aforementioned subjective criteria and is not
based solely on specific objective criteria such as profitability of the
corporation or market value of its stock.
The primary elements of this program are base salary, an Executive
Deferred Compensation Plan, cash incentive compensation, stock options, and
participation in standard company benefit programs such as health and disability
insurance, 401K and the pension plan/ESOP which are available to all employees.
No single element of compensation is awarded without consideration of the
potential total compensation to be paid for the designated position.
Base Salary
Each year the Committee examines the salaries of the officers of the
Company. Certain of the executive officers have employment agreements which
provide for a base salary and their participation in the Company's cash
incentive plan and stock option plan, as well as certain other benefits
generally available to employees. (See "Employment Agreements.") The Chief
Executive Officer recommends to the Compensation Committee salary adjustments
for executive officers. These salary adjustments are compared with information
available about salaries in the Company's industry, inflation and the
performance of the individuals. In 1998, the executive officers received an
average salary increase of 12.1% primarily as a performance adjustment. All
officers of the Company are eligible to
<PAGE>
participate in an unfunded non-qualified deferred compensation plan which is
administered by the outside directors of the firm. This plan allows officers to
defer from ten to twenty percent of their annual salaries by making an annual
election. Interest accrues on the amount deferred at the Company's bank prime
rate plus one and one-half percent. Upon the participant's retirement or
termination of employment, the amounts deferred plus accrued interest are paid.
Cash Incentive Compensation
The Company believes that cash incentive compensation plays a strong
role in stimulating management actions aimed at achievement of Company profit
goals. Acceptable profit levels are determined by the Board of Directors in
consultation with the Compensation Committee and with management of the Company.
Overall economic conditions, the markets for the Company's services and other
factors may be taken into consideration when determining such profit levels.
Currently, the Company is reserving a pool equal to ten percent of pre-tax,
pre-interest income.
If a cash incentive pool is generated, it is distributed to executives
upon consideration of individual attainment of Company objectives and upon
review all aspects of the individual's total compensation package. In fiscal
1998, the Board distributed incentive compensation to the executive officers
based on its perception of each individual's performance in attaining the
Company's goals and not pursuant to a specific numerical formula.
Stock Options
Stock options are awarded to executives in order to encourage future
management actions aimed at improving the Company's sales efforts, client
service quality and Company profitability. Improvement in these areas is
expected to increase the value of the Company's common stock for stockholders,
and the executives will be given the opportunity to share in such increased
value resulting from their efforts.
Chief Executive Officer Compensation
In establishing Mr. Haratunian's compensation levels, consideration is
given to his individual performance level relative to his previous role as
President as well as the factors discussed above for all executive officers. He
received his base salary as set by the Board under the terms of his employment
agreement and cash incentive compensation as determined by the Board under the
foregoing criteria.
Section 162(m) of the Federal Tax Code
Generally, Section 162(m) denies deduction to any publicly held company
such as the Company for certain compensation exceeding $1,000,000 paid to the
chief executive officer and the four other highest paid executive officers,
excluding among other things certain performance-based compensation. The
Compensation Committee intends that the stock options issued under the Employee
Plan qualify for the performance-based exclusion under Section 162(m). The
Compensation Committee will continually evaluate to what extent Section 162(m)
will apply to its other compensation programs.
Respectively submitted, The Compensation Committee
H. Prystowski , Chairman
W. Doyle
M. Meier
R. Monti
<PAGE>
Summary Compensation Table
The following table shows, for fiscal years ending September 30, 1996, 1997
and 1998, the cash compensation paid by the Company, as well as other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer ("CEO") and three most highly compensated officers other than the CEO.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other Restricted
Fiscal Annual Stock LTIP All Other
Name and Position Year Salary Bonus Compensation Awards Options Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. Haratunian 1998 $301,298 $95,000 N/A $0 60,000 $0 $244,753 (D)
Chairman of the 1997 $280,816 $57,000 N/A $0 120,000 $0 $152,932
Board 1996 $253,102 $48,000 N/A $0 0 $0 $128,816
D. M. Servedio 1998 $293,237 (A) $90,000 N/A $0 50,000 $0 $270,042 (E)
President and Chief 1997 $234,780 (B) $53,000 N/A $0 100,000 $0 $115,741
Executive Officer 1996 $223,600 (C) $42,000 N/A $0 0 $0 $99,071
W. A. Sanders II 1998 $179,619 $20,000 N/A $0 20,000 $0 $15,984 (F)
Sr. Vice President 1997 $173,289 $18,000 N/A $0 0 $0 $16,307
1996 $169,826 $18,000 N/A $0 0 $0 $15,634
P. W. Knipe 1998 $128,107 $22,000 N/A $0 20,000 $0 $6,039 (G)
Secretary/Treasurer 1997 $120,902 $10,000 N/A $0 0 $0 $5,754
1996 $111,734 $8,000 N/A $0 0 $0 $5,505
</TABLE>
(A) Includes $19,994 deferred in 1998 under the Company's Deferred Compensation
plan.
(B) Includes $20,014 deferred in 1997 under the Company's Deferred Compensation
plan but does not include $29,000 paid in 1997 which had been deferred in
previous years.
(C) Includes $19,994 deferred in 1996 under the Company's Deferred Compensation
plan but does not include $22,000 paid in 1996 which had been deferred in
previous years.
(D) "All Other Compensation" for the 1998 fiscal year for Mr. Haratunian
includes the following items: $4,500 contribution to the ESOP plan; $2,257 for
company-paid medical plan; $9,790 for company-paid life insurance; $18,230
accrued interest earned on his deferred compensation; and $209,976 earned as
part of his SERP. (See page 10.)
(E) "All Other Compensation" for the 1998 fiscal year for Mr. Servedio includes
the following items: $4,500 contribution to the ESOP plan; $3,406 for
company-paid medical plan; $3,580 for company-paid life insurance; $1,585
accrued interest earned on his deferred compensation; and $256,971 earned as
part of his SERP. (See page 10.)
(F) "All Other Compensation" for the 1998 fiscal year for Mr. Sanders includes
the following items: $4,500 contribution to the ESOP plan; $3,790 for
company-paid medical plan; $828 for company-paid life insurance; and $6,866
accrued interest earned on his deferred compensation.
(G) "All Other Compensation" for the 1997 fiscal year for Mr. Knipe includes the
following items: $4,500 contribution to the ESOP plan; $1,052 for company-paid
medical plan; and $487 for company-paid life insurance.
<PAGE>
Employment Agreements and Other Plans
Employment Agreements
On November 21, 1994, the Company entered into employment agreements
(collectively the "Agreements"), effective as of January 1, 1994, with Michael
Haratunian, as its Chief Executive Officer, and Dominick Servedio, as its
President and Chief Operating Officer (collectively the "Executive Employees").
The Agreements were for a term of five (5) years and provided for a base annual
salary of $235,000.00 for Mr. Haratunian and $200,000.00 for Mr. Servedio, which
base salary was to be reviewed annually by the Compensation Committee of the
Board of Directors (the "Compensation Committee") and could be increased, but
not decreased, as a result thereof. On October 29, 1998, the Company entered
into employment agreements (collectively the "Agreements"), effective as of
January 1, 1999, with Michael Haratunian, as its Chairman of the Board, and
Dominick Servedio, effective October 1, 1998, as its President and Chief
Operating Officer (collectively the "Executive Employees"). Effective January 1,
1999, Mr. Servedio assumed the position of Chief Executive Officer. The
Agreements are for a term of five (5) years and provide for a base annual salary
of $212,000 for Mr. Haratunian and $425,000 for Mr. Servedio, which base salary
is to be reviewed annually by the Compensation Committee of the Board of
Directors (the "Compensation Committee"). Mr. Haratunian's salary must be
increased at least by a cost-of-living factor based on the increase in the
Consumer Price Index - Urban Consumers for the immediately preceding calendar
year. In addition, the Agreements provide that the Executive Employees shall be
entitled to participate in the Company's Annual Incentive Plan established by
the Compensation Committee and ratified by the Board, all of the Company's long
term incentive plans generally available to executive officers, including stock
option plans, and all welfare benefit plans and retirement benefits generally
available to other employees of the Company. In addition, the Agreements provide
that the Executive Employees are entitled to benefits under the Company's
Supplemental Executive Retirement Plan ("SERP"). See "SERP". The Agreements may
be terminated by the Company at any time for "Cause" (as defined), upon the vote
of not less than two-thirds of the entire membership of the Company's Board of
Directors. An Executive Employee may terminate his employment agreement for
"Good Reason" (as defined). In the event that the Company terminates the
Executive Employee's employment without Cause, or the Executive Employee
terminates his employment for "Good Reason", the Executive Employee is entitled
to receive his salary for the greater of the remaining term of the Agreement or
twelve (12) months and will be fully vested in the "SERP" benefits. In the event
of a "change in control" (as defined) the SERP benefits will fully vest and must
be funded by the Company. Each employment agreement also contains provisions
which are intended to limit the Executive Employee in competing with the Company
throughout the term of the Agreement.
Supplemental Executive Retirement Plan ("SERP")
The Company's Employment Agreements with Michael Haratunian and
Dominick Servedio (the "Executive Employees") provide for a Supplemental
Executive Retirement Plan ("SERP") for the benefit of Mr. Haratunian and Mr.
Servedio. Under the SERP, Mr. Haratunian will be entitled to a benefit for 15
years commencing upon the later of the termination of his Agreement or the end
of his employment term. The amount of the SERP benefit shall be an amount equal
to Employee's salary in the final year of Employee's employment as adjusted
during the term of this Agreement. Mr. Servedio will be entitled to a benefit
for 15 years commencing on the first day of the month following termination of
Employment for any reason other than cause (as defined) or retirement (as
defined) in the amount of $325,000 per year. In the event Mr. Servedio's
employment is terminated for cause or retirement prior to the completion of his
agreement, his SERP benefit shall be reduced on a pro-rata basis, but in no
event, can the reduction be less than the SERP that was accrued under the terms
of the Prior Employment Agreement. Under the terms of the last employment
agreement, his payout would be $187,323 per year.
<PAGE>
Other Plans
The Company formerly maintained a defined benefit plan and a money
purchase plan. The defined benefit plan was frozen on August 1, 1977, and on
July 31, 1982, the Company purchased annuities to cover its future obligations
to eligible employees under the defined benefit plan. Disclosure of annual
benefits to which all executive officers (as a group) and all employees would be
entitled has been omitted in view of the fact that such amounts would vary
depending on the number of persons in the group who were retired in a given
year.
On September 30, 1981, the money purchase plan was frozen and the
Company ceased making contributions. Amounts previously contributed to the plan
on behalf of eligible employees continued to accrue interest toward future
distribution. On June 22, 1988, a cash distribution of funds was made to all
eligible plan participants.
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
98 FY-End (#) 98 FY-End ($) (1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
(#) ($)
<S> <C> <C> <C> <C>
M. Haratunian 48,484 $396,962 181,516 195,570
60,000 0
D. M. Servedio 48,484 $396,962 141,516 139,945
50,000 0
P. W. Knipe 20,000 $158,750 0 0
20,000 1,250
W. A. Sanders II 40,000 $367,500 0 0
20,000 1,250
(1) Based on 1998 fiscal year-end share price equal to $4.50.
</TABLE>
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG STV GROUP, INC., THE NASDAQ STOCK MARKET-US INDEX
AND A PEER GROUP
<TABLE>
<CAPTION>
Cumulative Total Return
9/93 9/94 9/95 9/96 9/97 9/98
<S> <C> <C> <C> <C> <C> <C> <C>
STV Group, Incorporated STVI 100 103 118 171 182 212
1998 PEER GROUP PPEER1 100 100 121 102 181 124
NASDAQ STOCK MARKET-US INAS 100 101 139 165 227 232
</TABLE>
*$100 INVESTMENT ON 09/30/93 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDED SEPTEMBER 30.
(1) The above graph shows a comparison of the cumulative total return for the
Company's Common Stock, the NASDAQ Stock Market-U.S. Index, and a weighted
index of peer issuers consisting of similar engineering companies (the
"1998 Peer Group Index') for the preceding five fiscal years ending
September 30. The graph assumes an investment of $100.00 on September 30,
1993 in each company involved and the reinvestment of all dividends. The
1998 Peer Group Index of publicly held companies is comprised of URS Corp.,
Michael Baker Corp., Stone & Webster Inc., and Icf Kaiser International,
Inc.
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals for the 2000 Annual Meeting must be submitted to
the Company by October 29, 1999, to receive consideration.
Pursuant to the recent amendment to the proxy rules under the Exchange
Act, the Company shareholders are notified that currently there is no deadline
for providing the Company timely notice of any shareholder proposal to be
submitted outside of the Rule 14a-8 process for consideration at the Company's
2000 Annual Meeting of Shareholders; as to all such matters that the Company
does not have notice on or prior to December 15, 1999, discretionary authority
shall be granted to the person designated in the Company's proxy related to the
2000 Annual Meeting to vote on such proposal.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant for the fiscal year ended
September 30, 1998, and for the current fiscal year is the firm of Ernst & Young
LLP, Reading, Pennsylvania. The selection of the independent public accountant
is not being submitted to shareholders for approval because there is no legal
requirement to do so.
A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting and to be available to respond to appropriate questions. The
representative will have the opportunity to make a statement if he or she so
desires.
For the fiscal year ended September 30, 1998, Ernst & Young LLP
performed audit, tax and consulting services for the Company.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 1998, REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE, EXCEPT FOR
EXHIBITS TO THE REPORT, BY SENDING A WRITTEN REQUEST THEREFOR TO STV GROUP,
INCORPORATED, 205 WEST WELSH DRIVE, DOUGLASSVILLE, PA 19518, ATTENTION: PETER W.
KNIPE, SECRETARY.
By Order of the Board of Directors
/s/ Peter W. Knipe
Peter W. Knipe
Secretary
<PAGE>
STV GROUP, INCORPORATED
Annual Meeting of Shareholders - March 30, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints MICHAEL HARATUNIAN, RICHARD
HOLLAND, and DOMINICK M. SERVEDIO, and each of them with full power of
substitution, proxy agents to vote all shares which the undersigned is entitled
to vote at the annual meeting of shareholders (including any adjournment or
postponement thereof) of STV Group, Incorporated (the "Company"), which is
scheduled to be held on March 30, 1999, on all matters that properly come before
the meeting, subject to any directions indicated below. The proxy agents are
directed to vote as follows on the proposals described in the Company's proxy
statement:
1. ELECTION OF DIRECTORS
FOR /_/ Ray M. Monti, G. Michael Stakias
To withhold authority to vote for all directors, check this box
/_/.
To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
2. To transact such other business as may properly come before the meeting or
any postponement or adjournment thereof.
(Continued and to be signed on reverse side)
<PAGE>
This proxy will be voted as directed. If no directions to the
contrary are indicated, the proxy agents intend to vote FOR the election of the
Company's nominees as directors as described in the accompanying Proxy
Statement. Note: This proxy must be returned in order for your shares to be
voted.
A majority of the proxy agents present and acting at the meeting,
in person or by their substitutes (or if only one is present and acting, then
that one), may exercise all the powers conferred hereby. Discretionary authority
is conferred hereby as to certain matters described in the Company's Proxy
Statement.
Receipt of the Company's Annual Report to Shareholders and the
Notice of Annual Meeting and Proxy Statement dated February 26, 1999 is hereby
acknowledged.
Dated: . . . . . . . . . . . . . . ., 1999
(Please date this Proxy)
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Signature(s)
It would be helpful if you signed your
name as it appears hereon, indicating any
official position or representative
capacity. If shares are registered in more
than one name, all owners should sign.
(Please date and sign this proxy and return it promptly in the enclosed postage
paid envelope.)
