SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
[X] Definitive proxy statement permitted by Rule
14a-6(e) (2) )
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TECUMSEH PRODUCTS COMPANY
(Name of Registrant as Specified in Its Charter)
_________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies: ________
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________
______________________________________________________________________
(5) Total fee paid: ______________________________________________________
[ ] Fees paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: _____________________________________________
(2) Form, schedule or registration statement no.: _______________________
(3) Filing party: _______________________________________________________
(4) Date filed: _________________________________________________________
<PAGE>
[logotype]
TECUMSEH PRODUCTS COMPANY
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
[corporate logo]
March 17, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of
Shareholders of Tecumseh Products Company, to be held at 9:00 a.m., local
Tecumseh, Michigan time, on Wednesday, April 26, 1995, at the Tecumseh
Country Club located in Tecumseh, Michigan.
Only holders of the Company's Class B Common Stock will be entitled
to vote at the meeting. However, all of the Company's shareholders are
most welcome to attend. The Company is sending the same Proxy Statement
and related materials to all shareholders, except that holders of Class A
Common Stock who do not also hold Class B Common Stock will not receive a
form of proxy.
If you are a holder of Class B Common Stock, it is important that
your Class B shares be represented and voted at the Annual Meeting.
Consequently, even if you currently plan to attend in person, please sign,
date, and mail the enclosed proxy form at your earliest convenience. Thank
you.
Sincerely,
/s/ Kenneth G. Herrick
Chairman
/s/ Todd W. Herrick
President and Chief Executive Officer
<PAGE>
[logotype]
TECUMSEH PRODUCTS COMPANY
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
[corporate logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 1995
To the Shareholders of Tecumseh Products Company:
Notice is hereby given that the Annual Meeting of Shareholders of
TECUMSEH PRODUCTS COMPANY, a Michigan corporation (the "Company"), will be
held, pursuant to the Bylaws of the Company, at the Tecumseh Country Club
located in Tecumseh, Michigan, approximately 1 mile east of the
intersection of Burt Street and the Tecumseh-Clinton Road, which
intersection is approximately 1/2 mile north of the center of Tecumseh,
Michigan, on Wednesday, April 26, 1995, at 9:00 a.m., local Tecumseh,
Michigan time, for the following purposes:
1. To elect a Board of Directors of the Company to hold office until the
next Annual Meeting of the Shareholders of the Company, or until
their successors shall be elected and qualify.
2. To consider, take action upon, and authorize the carrying out of such
other business as may properly come before the Meeting or any
adjournment or adjournments thereof.
Although all shareholders of either class of Common Stock of the
Company are most welcome to attend the Annual Meeting, only the shares of
the Company's Class B Common Stock, $1.00 par value ("Class B Stock"),
will have voting rights upon any matter properly coming before the
meeting. The record date for the determination of holders of Class B Stock
entitled to receive notice of, and to vote at, the Annual Meeting is the
close of business on March 3, 1995.
This Notice is being sent to you by order of the Company's Board of
Directors.
Tecumseh, Michigan TECUMSEH PRODUCTS COMPANY
March 17, 1995 Daryl P. McDonald
Corporate Counsel and Secretary
IF YOU ARE A HOLDER OF CLASS B STOCK ENTITLED TO VOTE AT THE
MEETING, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN AND DATE THE ENCLOSED PROXY FORM, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE. THE
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED, AND HOLDERS OF THE
COMPANY'S CLASS B STOCK EXECUTING PROXIES MAY ATTEND THE MEETING AND VOTE
THEREAT IN PERSON SHOULD THEY SO DESIRE.
<PAGE>
TECUMSEH PRODUCTS COMPANY
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Tecumseh Products
Company (the "Company") to be voted at the 1995 Annual Meeting of the
Shareholders of the Company, to be held on Wednesday, April 26, 1995, at
9:00 a.m., local Tecumseh, Michigan time, and at any adjournment or
adjournments thereof (the "Annual Meeting"), for the purposes set forth in
the accompanying Notice of Annual Meeting. The approximate date on which
this Proxy Statement and the accompanying documents will first be sent or
given to the security holders of the Company is March 17, 1995.
VOTING AT THE ANNUAL MEETING
The Company has two authorized classes of capital stock: Class B
Common Stock, $1.00 par value ("Class B Stock"), and Class A Common Stock,
$1.00 par value ("Class A Stock"). As of the close of business on March 3,
1995 (the record date established for the Annual Meeting), there were
5,470,146 shares of Class B Stock and 16,410,438 shares of Class A Stock
issued and outstanding. Shares of Class B Stock have full voting rights
with respect to any matter properly coming before the Company's
shareholders at any meeting thereof, with each Class B share being
entitled to one vote on each such matter. Shares of Class A Stock have no
voting rights with respect to the election of Directors, nor do they have
voting rights with respect to any other matter coming before any meeting
of shareholders, except in limited circumstances specified in the
Company's Articles of Incorporation, as amended, or required by applicable
Michigan corporation law. No matter properly coming before the
shareholders at the Annual Meeting would require the vote of holders of
Class A Stock. Accordingly, while all holders of Class A Stock are
cordially invited to attend the Annual Meeting, proxies are not being
solicited with respect to shares of Class A Stock.
The Company's stock transfer books will not be closed in connection
with the Annual Meeting, but only record holders of Class B Stock as of
the close of business on March 3, 1995 are entitled to notice of and to
vote at the meeting. A quorum of the Class B shares entitled to vote at
the Annual Meeting is required for the transaction of any business at the
meeting. The presence in person or by proxy of a majority of the shares of
that class entitled to vote will constitute a quorum.
If the enclosed form of Proxy is executed and returned, it is,
nevertheless, revocable at any time prior to its exercise. Shares covered
by any Proxy which is properly executed and returned prior to the time of
the Annual Meeting, and which is not revoked prior to the exercise
thereof, will be voted at the Annual Meeting and, where a specification is
made by the shareholder as provided therein, will be voted in accordance
with such specification.
<PAGE>
PRINCIPAL SHAREHOLDERS
So far as is known to the Company, the only persons who, as of March
3, 1995 (except where a different date is indicated below), were
beneficial owners (as the term "beneficial owner" is defined in Rule 13d-3
of the Securities and Exchange Commission (the "Commission")) of over 5%
of the outstanding Class B Stock (the Company's only class of "voting
securities," as defined in the applicable rules of the Commission) are the
persons named in the following table:
CLASS B SHARES OWNED
<TABLE>
<CAPTION>
Sole Sole Shared Shared Percent
Name and Mailing Address Voting Power Investment Power Voting Power Investment Power of Class
<S> <C> <C> <C> <C> <C>
Herrick Foundation
150 West Jefferson
Suite 2500
Detroit, MI 48226....... 1,367,525(1) 1,367,525(1) 25.0%
Kenneth G. Herrick
Tecumseh Products Co.
100 E. Patterson St.
Tecumseh, MI 49286...... 1,012,377(2) 1,012,377(2) 18.5%
Catherine R. Cobb
c/o Comerica Bank
Trust Department
411 West Fort St.
Detroit, MI 48226....... 671,277(3) 671,277(3) 12.3%
Comerica Bank
411 West Fort St.
Detroit, MI 48226....... 5,194(4) 4,069(4) 1,329,573(4) 1,330,698(4) 24.4%
John W. Gelder
150 West Jefferson
Suite 2500
Detroit, MI 48226....... 100 100 1,216,085(5) 1,216,085(5) 22.2%
<FN>
________________
(1) Each of Kenneth G. Herrick, Todd W. Herrick, and John W. Gelder, all
of whom are Directors and nominees for Director, is a member of the
Board of Trustees of Herrick Foundation.
(2) Shared ownership in a fiduciary capacity as a trustee of trusts for
the benefit of himself and his descendants (the "Kenneth Herrick
Trusts") and of trusts for the benefit of his sister, Catherine R.
Cobb, and her descendants (the "Catherine Cobb Trusts"). Kenneth G.
Herrick is also a Trustee of Herrick Foundation.
(3) Shared ownership in a fiduciary capacity as a trustee of the Kenneth
Herrick Trusts. Catherine R. Cobb is also a Trustee of Herrick
Foundation.
(4) As of December 31, 1994, based on a Schedule 13G filed by Comerica
Bank with the Commission. Includes shared ownership in a fiduciary
capacity as a trustee of the Kenneth Herrick Trusts and of the
Catherine Cobb Trusts. Also includes shared ownership in a fiduciary
capacity as a trustee of other trusts, including trusts which on that
date held an aggregate of 205,708 Class B shares of which John W.
Gelder as well as other persons also are trustees.
(5) Shared ownership in a fiduciary capacity as a trustee of the Kenneth
Herrick Trusts, of the Catherine Cobb Trusts, and of the other trusts
referred to in note (4).
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTOR
Pursuant to the authority conferred upon it in the Company's Bylaws,
the Board of Directors of the Company (the "Board") has established the
number of Directors constituting the entire Board as ten. The Board has
nominated for election as Directors of the Company, to act and serve as
such until the next annual meeting of shareholders of the Company or until
their respective successors are elected and qualify, the persons named
below, all of whom are presently Directors of the Company. Proxies will be
voted for such nominees unless a contrary specification is made by the
Class B shareholder as provided therein, in which event those Proxies
containing such contrary specifications will be voted in accordance
therewith. The persons named in the form of Proxy will vote in accordance
with their best judgment in the event that any nominee named below should
prove to be unable to serve as a Director. However, the Board of Directors
has no reason to expect that any of the nominees proposed by it will be
unable to serve as a Director.
Assuming the presence of a quorum, Directors will be elected at the
Annual Meeting, from among those persons duly nominated for such
positions, by a plurality of the votes cast by holders of Class B Stock
who are present in person, or represented by proxy, and entitled to vote
at the meeting. Thus, since ten Directors are to be elected, those
nominees who receive the highest through tenth-highest numbers of votes
for their election as Directors will be elected, regardless of the number
of votes which for any reason, including abstention, broker non-vote, or
the withholding of authority to vote, are not cast for the election of
such nominees.
<PAGE>
INFORMATION AS TO NOMINEES FOR DIRECTOR
There is shown below for each nominee for Director, as reported to
the Company, the nominee's name, age, and family relationship, if any,
with any other nominee for Director; the nominee's principal occupation
and position, if any, with the Company; the nominee's business experience
during at least the past five years; period of service as a Director of
the Company; certain other directorships held by the nominee; and the
Committees of the Board of Directors on which the nominee serves.
Name of Nominee,
Period of Service Principal Occupation
as a Director, and Age and Other Information
Kenneth G. Herrick
Director since 1951,
Age: 73............... Chairman of the Board of Directors of the
Company.
Mr. Kenneth G. Herrick served as President and
Chief Executive Officer of the Company from 1966
to 1970, served as Chairman of the Board of
Directors and Chief Executive Officer of the
Company from 1970 until April 23, 1986, and has
served as Chairman of the Board of Directors of
the Company since April 23, 1986.
Mr. Kenneth G. Herrick is a member of the Board
of Trustees of Howe Military School and of
Herrick Foundation.
Todd W. Herrick
Director since 1973,
Age: 52............... President and Chief Executive Officer of the
Company.
Mr. Todd W. Herrick served as a Vice President
of the Company from 1974 until January 1984,
when he became Executive Vice President and
Assistant to the President of the Company. He
served in those capacities until June 27, 1984,
when he was elected President and Chief
Operating Officer of the Company. He then served
as President and Chief Operating Officer of the
Company until April 23, 1986, when he was
elected President and Chief Executive Officer of
the Company.
Mr. Todd W. Herrick is a member of the Board of
Directors of Comerica Bank and is a member of
the Board of Trustees of Henry Ford Health
System, of Albion College, of Howe Military
School, and of Herrick Foundation. He is also a
member of the Advisory Board to the School of
Business of the University of Michigan and a
member of the Advisory Board to the School of
Business of the University of Notre Dame. He is
a member of the Audit Committee and the Pension
Committee.
Mr. Todd W. Herrick is the son of Kenneth G.
Herrick.
<PAGE>
Name of Nominee,
Period of Service Principal Occupation
as a Director, and Age and Other Information
John H. Foss
Director since 1982,
Age: 52............... Vice President, Treasurer and Chief Financial
Officer of the Company.
Mr. Foss has been the Treasurer of the Company
since November 28, 1979, and a Vice President
and the Treasurer of the Company since April 23,
1980. For more than five years prior to November
28, 1979, Mr. Foss was Treasurer of Lynch
Corporation, a diversified manufacturer of glass
forming machinery, flow measuring equipment, and
electronic equipment. Before entering the employ
of Lynch Corporation, Mr. Foss, who is a
Certified Public Accountant, was for more than
five years associated with the firm of Arthur
Andersen & Co., certified public accountants.
Mr. Foss is a member of the Board of Directors
of United Bancorp, Inc., of United Bank & Trust,
of Bartech, Inc., and of Utility Support
Services, Inc. He also is a member of the Board
of Trustees of Adrian College. He is a member of
the Pension Committee.
J. Russell Fowler
Director since 1967,
Age: 76............... Retired. From 1992 to May 1, 1994, Mr. Fowler
served as Chairman Emeritus of Jacobson Stores,
Inc., mercantile business. From 1982 to 1992, he
was Chairman of the Board of Directors and Chief
Executive Officer of Jacobson Stores, Inc.
Mr. Fowler is a member of the Board of Directors
of Camp Realty Company, of Guardsman Producers
Co., and of Butterfield Investment Company. He
is a member of the Audit Committee.
Dean E. Richardson
Director since 1979,
Age: 67............... Retired. Prior to his retirement on April 1,
1990, Mr. Richardson served as Chairman of the
Board of Directors of Manufacturers National
Corporation (a bank holding company) for more
than five years.
Mr. Richardson is a member of the Board of
Directors of The Detroit Edison Company and of
Ford Holdings, Inc. He is a member of the Audit
Committee and the Executive Compensation
Committee.
Edward C. Levy, Jr.
Director since 1989,
Age: 63............... President and Chief Executive Officer of Edw. C.
Levy Co., material handling and processing
services for the steel industry and producer of
basic construction materials.
Mr. Levy has been President and Chief Executive
Officer of Edw. C. Levy Co. for more than five
years.
Mr. Levy is a member of the Board of Directors
of Comerica Bank. He is a member of the
Executive Compensation Committee and the Pension
Committee.
<PAGE>
Name of Nominee,
Period of Service Principal Occupation
as a Director, and Age and Other Information
John W. Gelder
Director since 1989,
Age: 61............... Member of the law firm of Miller, Canfield,
Paddock and Stone, P.L.C., general legal counsel
for the Company.
For more than five years prior to January 1,
1994, Mr. Gelder was actively engaged in the
practice of law as a Partner in the law firm of
Miller, Canfield, Paddock and Stone. On January
1, 1994, that firm converted from a partnership
to a professional limited liability company, and
Mr. Gelder's relationship with the firm changed
to that of a Member. Since that date, he has
continued to be actively engaged in the practice
of law as a Member of Miller, Canfield, Paddock
and Stone, P.L.C.
Mr. Gelder is a member of the Board of Trustees
of Herrick Foundation. He is a member of the
Executive Compensation Committee.
Stephen L. Hickman
Director since 1991,
Age: 52............... Chairman of the Board of Directors, President,
and Chief Executive Officer of Brazeway, Inc.,
manufacturer of aluminum extrusions and
fabrication of aluminum products.
Mr. Hickman has been Chairman of the Board of
Directors and President and Chief Executive
Officer of Brazeway, Inc. for more than five
years.
Mr. Hickman is a member of the Board of
Directors of Adrian State Bank, of
Kenmore-Brazeway of Crook, England, and of
Spangler Candy Company. He also is a member of
the Board of Trustees of Siena Heights College.
He is a member of the Executive Compensation
Committee.
Peter M. Banks
Director since 1991,
Age: 57............... President and Chief Executive Officer,
Environmental Research Institute of Michigan.
Dr. Banks has served as President and Chief
Executive Officer of Environmental Research
Institute of Michigan since January 1995. From
June 1990 through December 1994, he served as
Dean of the College of Engineering of the
University of Michigan. For more than five years
prior thereto, Dr. Banks was a professor on the
faculty of the Electrical Engineering Department
of Stanford University and Director of both its
Space, Telecommunications and Radioscience
Laboratory and its Center for Aeronautics and
Space Information Sciences.
Dr. Banks is a member of the Board of Directors
of the Center for Space and Advanced Technology
of Fairfax, Virginia, and of Research
Environmental Industries, Inc. He is a member of
the Pension Committee.
<PAGE>
Name of Nominee,
Period of Service Principal Occupation
as a Director, and Age and Other Information
Jon E. Barfield
Director since 1993,
Age: 43............... President, Bartech, Inc., contract employment
and related staffing services (since 1981);
President, Utility Support Services, Inc.,
contract meter reading and related field support
services for utilities (since 1990); President,
Staffing Trends, Inc., contract employment and
related staffing services (since 1993).
From 1981 to 1991, Mr. Barfield also was
President of Barfield Manufacturing Company, a
producer of fasteners and other components for
the automotive industry.
Mr. Barfield is a member of the Board of
Directors of First of America Bank Corporation.
He also is a Charter Trustee of Princeton
University, a member of the Board of Trustees of
GMI Engineering and Management Institute, and a
director of the Community Foundation for
Southeastern Michigan. He is a member of the
Pension Committee.
DIRECTORS' MEETINGS AND CERTAIN STANDING COMMITTEES
During the fiscal year ended December 31, 1994, the Board of
Directors of the Company held ten meetings. For that year, each Director
attended at least 75% of the aggregate of (a) the total number of Board
meetings held while he was serving as a Director and (b) the total number
of meetings of all Board Committees on which he served that were held
during his period of service, except that Kenneth G. Herrick attended 70%
of the meetings applicable to him.
The Audit Committee of the Board of Directors, the members of which
currently are Todd W. Herrick, J. Russell Fowler, and Dean E. Richardson,
met three times in the 1994 fiscal year. Among its functions, the Audit
Committee reviews the scope and effectiveness of audits of the Company by
the independent public accountants and by the Company's internal auditors;
selects and recommends to the Board the employment of independent public
accountants for the Company; reviews the audit plans of the independent
public accountants and the Company's internal auditors; reviews the fees
charged by the independent public accountants; reviews the Company's
annual financial statements before their release; reviews recommendations
of the independent accountants with respect thereto; and reviews and acts
on comments and suggestions by the independent public accountants and by
the internal auditors with respect to their audit activities.
Membership on the Executive Compensation Committee of the Board is
restricted exclusively to non-employee Directors. Currently, its members
are Dean E. Richardson, John W. Gelder, Stephen L. Hickman, and Edward C.
Levy, Jr. The functions of the Executive Compensation Committee include
annually fixing the salaries of the Chief Executive Officer and the other
Executive Officers of the Company; considering, developing, reviewing, and
making recommendations to the Board concerning programs for the provision
of annual and long-term incentive compensation for such executives and for
other key employees; and administering such incentive programs, including
the Company's Management Incentive Plan instituted last year. The
Committee met twice during the last fiscal year. Additional information
concerning the Management Incentive Plan and actions of this Committee
affecting the 1994 compensation of Executive Officers is provided in the
Executive Compensation Committee Report below.
The Company has no standing nominating committee or committee
performing similar functions.
COMPENSATION OF DIRECTORS
During the 1994 fiscal year, Directors who are not employees of the
Company received a monthly retainer of $600 ($500 until May 1994), a fee
of $1,400 for each Board meeting attended, and a fee of $600 ($500 until
May 1994) for each meeting of a Committee attended, together with
reimbursement for travel expenses. No person who receives a salary from
the Company and is also a Director is separately compensated for his
services as a Director.
<PAGE>
OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES
There is shown below, as reported to the Company, information as of
March 3, 1995 concerning the Rule 13d-3 beneficial ownership of Class B
Stock and Class A Stock of each Director or nominee for Director, each
Executive Officer of the Company, and all Directors and Executive Officers
as a group.
NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED ON MARCH 3, 1995
<TABLE>
<CAPTION>
Class of Sole Voting and Aggregate
Common Investment Aggregate Percent
Name Stock Power Other Total Owned
<S> <C> <C> <C> <C> <C>
Jon E. Barfield Class B....... -0- -0- -0- -0-
Class A....... 659 -0- 659 *
Peter M. Banks Class B....... -0- -0- -0- -0-
Class A....... -0- -0- -0- -0-
John H. Foss Class B....... 100 72,550(1) 72,650 1.3%
Class A....... 300 -0- 300 *
J. Russell Fowler Class B....... 1,300 -0- 1,300 *
Class A....... 900 -0- 900 *
John W. Gelder Class B....... 100 -0-(2) 100 *
Class A....... 300 -0-(2) 300 *
Kenneth G. Herrick Class B....... -0- 2,452,452(3)(4)(5) 2,452,452 44.8%
Class A....... -0- 1,482,425(3)(4)(5) 1,482,425 9.0%
Todd W. Herrick(6) Class B....... 10,938 10,000(7) 20,938 *
Class A....... 10,968 -0-(7) 10,968 *
Stephen L. Hickman Class B....... 100 -0- 100 *
Class A....... 300 -0- 300 *
Edward C. Levy, Jr. Class B....... 100 -0- 100 *
Class A....... 300 -0- 300 *
Dean E. Richardson Class B....... 100 -0- 100 *
Class A....... 300 -0- 300 *
Harry L. Hans Class B....... -0- -0- -0- -0-
Class A....... -0- -0- -0- -0-
All Directors and
Executive Officers as
a group (11 persons) Class B....... 12,738 2,535,002 2,547,740 46.6%
Class A....... 14,027 1,482,425 1,496,452 9.1%
<FN>
________________
* Less than 1%
(1) Shares owned by Adrian College, of which John H. Foss is a member of
the Board of Trustees, as to which shares Mr. Foss disclaims
beneficial ownership.
(2) Does not include (a) 1,367,525 Class B shares (25.0% of the class) and
458,347 Class A shares (2.8% of the class) owned by Herrick
Foundation, of which John W. Gelder is an officer and a member of the
Board of Trustees, which shares are included in the amounts set after
the name of Kenneth G. Herrick; (b) 671,277 Class B shares (12.3% of
the class) and the same number of Class A shares (4.1% of the class)
owned by the Kenneth Herrick Trusts and 341,100 Class B shares (6.2%
of the class) and 249,824 Class A shares (1.5% of the class) owned by
the Catherine Cobb Trusts, in respect of all of which trusts Mr.
Gelder is a co-trustee and all of which shares also are included in
the amounts set after Mr. Kenneth Herrick's name; and (c) 203,708
Class B shares (3.8% of the class) owned by other trusts of which Mr.
Gelder is a co-trustee. Mr. Gelder disclaims beneficial ownership of
all of these excluded shares.
(3) Includes (a) the 1,367,525 Class B shares and 458,347 Class A shares
owned by Herrick Foundation, of which Kenneth G. Herrick is an officer
and a member of the Board of Trustees; and (b) 72,550 Class B shares
(1.3% of the class) and 102,977 Class A shares (less than 1% of the
class) owned by Howe Military School, of which Kenneth G. Herrick is a
member of the Board of Trustees. Mr. Kenneth Herrick disclaims
beneficial ownership of all of these shares.
(4) Includes the 671,277 Class B shares and 671,277 Class A shares owned
by the Kenneth Herrick Trusts, of which Kenneth G. Herrick is a
beneficiary and a co-trustee.
(5) Includes the 341,100 Class B shares and 249,824 Class A shares owned
by the Catherine Cobb Trusts, of which Kenneth G. Herrick is a
co-trustee and of which his sister, Catherine R. Cobb, and her
descendants are beneficiaries. Mr. Kenneth Herrick disclaims
beneficial ownership of these shares.
(6) Todd W. Herrick is an income beneficiary of the Kenneth Herrick
Trusts.
(7) Does not include (a) the 1,367,525 Class B shares and 458,347 Class A
shares owned by Herrick Foundation, of which Todd W. Herrick is an
officer and member of the Board of Trustees; and (b) the 72,550 Class
B shares and 102,977 Class A shares owned by Howe Military School, of
which Todd W. Herrick is a member of the Board of Trustees, all of
which shares are included in the amounts set after the name of Kenneth
G. Herrick. Includes 10,000 Class B shares (less than 1% of the class)
owned by Albion College, of which Todd W. Herrick is a member of the
Board of Trustees. Mr. Todd Herrick disclaims beneficial ownership
both of the excluded shares and of the shares owned by Albion College.
</TABLE>
SECTION 16(A) COMPLIANCE
Directors and certain officers of the Company, beneficial owners of
more than 10% of the Company's Class B Stock, and certain related trusts
("Section 16 Reporting Persons") are required to file initial reports of
ownership and (except in certain cases pertaining to trusts) reports of
changes in ownership of Company equity securities and related derivative
securities, pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended. Since May 1, 1991, such persons also have been required
to provide the Company with copies of such reports. The Company has
reviewed all such report copies as it has received from persons known to
it to be (or during 1994 to have been) Section 16 Reporting Persons and
also has received and reviewed written representations from some such
persons to the effect that other reports have not been required of them.
Based solely on such review, the Company believes that in respect of 1994
all Section 16(a) filing requirements were met, except that, after the
filing deadline, Jon E. Barfield filed a Form 5 reporting two purchases
(totaling 79 shares) of Class A Stock which were inadvertently not
reported on Forms 4 during the year.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The table which follows provides information, for each of the
Company's last three completed fiscal years, concerning the compensation
of Todd W. Herrick, the Company's Chief Executive Officer ("CEO"), and of
each of the other Executive Officers who served as such during 1994 and
whose total salary and bonus for such year exceeded $100,000.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------- ------------
Awards
------------
Restricted
Stock All Other
Name and Principal Position Year Salary(1) Bonus(1) Award(s)(2) Compensation(3)
- --------------------------- ---- --------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Todd W. Herrick 1994 $300,000 $ -0- $105,637 $4,500
President, CEO 1993 250,000 50,000 -0- 4,497
1992 200,000 50,000 -0- 4,364
John H. Foss 1994 $198,500 $ -0- $ 83,742 $4,500
Vice President, Treasurer, CFO 1993 162,000 40,000 -0- 4,497
1992 145,000 30,000 -0- 4,364
Harry L. Hans 1994 $123,000 $ -0- $ 55,818 $4,140
Group Vice President, 1993 108,000 15,000 -0- 3,690
Engine & Power Train Components 1992 98,000 15,000 -0- 3,390
<FN>
________________
(1) Includes, where applicable, amounts deferred at the election of the
pertinent Executive Officer, which were contributed on the officer's
behalf to the Company's Retirement Savings Plan, a so-called "401(k)
plan."
(2) The awards reported in this column are restricted phantom stock units
relating to the Class A Stock that were awarded for achievement of
performance goals under the Management Incentive Plan begun in 1994.
As more fully discussed in the Executive Compensation Committee
Report, awards under this Plan and any deemed dividend reinvestments
that may be credited on such awards generally are nontransferable and
subject to forfeiture until five years after the end of the year for
which they were granted. As required by Commission rules, for purposes
of attributing a dollar value to the units reported in this column,
values have been calculated by multiplying the number of units awarded
by the grant date closing price for a share of Class A Stock on the
NASDAQ National Market System. Shareholders should note, however, that
awards under the Management Incentive Plan are denominated in share
units, not dollars, so that the potential payout on an award, when and
if vested, is tied directly to the market value performance of the
Class A Stock following the grant. Thus, the actual dollar amount a
grantee ultimately may realize from a reported award will depend on
future Company performance and on general market conditions prevailing
in the future.
(3) Amounts shown are Company "matching" contributions to the Retirement
Savings Plan.
</TABLE>
<PAGE>
RETIREMENT PLANS
The Company's retirement plan, which is a broad-based defined
benefit and (since 1985) noncontributory plan, and its supplemental
retirement plan, which covers certain executives (collectively, the
"Pension Plans"), provide benefits in the event of normal (i.e., at age
65), early, deferred, or disability retirement. Upon a participant's
death, the Pension Plans provide for a surviving spouse pension and a
refund of any pre-1985 employee contributions. Participants are vested
after five years of credited service with the Company. As of January 1,
1995, the number of years of credited service for the executives named in
the Summary Compensation Table were, respectively, as follows: Mr. Todd
Herrick, 30.5 years; Mr. Foss, 16 years; and Mr. Hans, 38.5 years.
The Pension Plans as currently in effect provide for retirement
benefits to a vested participant in the form of a life-time pension, the
amount of which is equal to a percentage of the participant's average base
salary over the 60 months immediately prior to his or her retirement date,
multiplied by years of credited service (up to a maximum of 35 years), and
reduced in the case of certain benefits payable pursuant to the
supplemental retirement plan by a percentage of Social Security benefits.
The table which follows shows the estimated annual pension benefit
(which is not subject to further deduction for Social Security benefits or
other offset amounts) payable under the Pension Plans on a straight life
annuity basis to Executive Officers retiring at age 65 in the earnings and
years of service classifications therein specified, without considering
any benefits which in some cases may be payable to a given participant in
respect of voluntary contributions made by the participant prior to 1985.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated Annual Benefit at Age 65
for Years of Service Indicated
Average
Annual 35 or
Base Salary 15 20 25 30 Longer
<S> <C> <C> <C> <C> <C>
$ 90,000...... $ 16,875 $ 22,500 $ 28,125 $ 33,750 $ 39,375
100,000...... 18,750 25,000 31,250 37,500 43,750
125,000...... 23,437 31,250 39,062 46,875 54,687
150,000...... 28,125 37,500 46,875 56,250 65,625
175,000...... 35,932 47,909 59,886 71,864 83,841
200,000...... 41,557 55,409 69,261 83,114 96,966
225,000...... 47,182 62,909 78,636 94,364 110,091
250,000...... 52,807 70,409 88,011 105,614 123,216
275,000...... 58,432 77,909 97,386 116,864 136,341
300,000...... 64,057 85,409 106,761 128,114 149,466
400,000...... 86,557 115,409 144,261 173,114 201,966
450,000...... 97,807 130,409 163,011 195,614 228,216
500,000...... 109,057 145,409 181,761 218,114 254,466
</TABLE>
EXECUTIVE COMPENSATION COMMITTEE REPORT
The report which follows is provided to shareholders by the
Executive Compensation Committee of the Board of Directors (the
"Committee"), all of the members of which are non-employee Directors.
COMPENSATION PHILOSOPHY AND OBJECTIVES
In 1994, the Company dramatically changed its approach to
compensating executives. It abandoned the use of traditional discretionary
cash bonuses in favor of a "pay for performance" philosophy designed to
accomplish three primary objectives:
* Encouraging teamwork among members of management and excellence in
the performance of individual responsibilities.
* Aligning the interests of key managers with the interests of
shareholders by offering an incentive compensation vehicle that is
based on growth in shareholders' equity and the value and the
profitability of the Company.
* Attracting, rewarding, and retaining strong management.
The Company's new "pay for performance" strategy is intended to
enhance shareholder value:
* In the short term, by focusing management's attention on return on
equity, cash return on assets, and other measures of current
financial performance, thereby challenging each of the Company's
business groups to achieve and maintain positions of market
leadership, to reduce costs where appropriate, and to continually
seek to maintain and enhance the Company's reputation for
excellence in product quality and customer service.
* In the longer term, by causing a substantial portion of each
executive's potential compensation to be directly tied to market
performance of the Company's stock.
MANAGEMENT INCENTIVE PLAN AWARDS
The principal tool for implementing the Company's new "pay for
performance" philosophy is the Management Incentive Plan, a so-called
"phantom stock" plan which covers approximately 30 key executives,
including all Executive Officers. (The Company also maintains a plan for
awarding annual cash bonuses based on similar performance criteria, which
covers approximately 100 lower level management employees.) Adopted by the
Board of Directors on the Committee's recommendation effective January 1,
1994, the Management Incentive Plan has been structured to provide both a
short-term incentive tied to achievement of Company and business unit
annual performance goals and a long-term incentive tied to the market
performance of Company stock.
All Plan awards are maintained in phantom stock "units" considered
for Plan recordkeeping purposes as equivalents to shares of Class A Stock
and valued accordingly. Except in cases of earlier employment termination
due to death, disability, or retirement, or in the event of a "change in
control" (as defined in the Plan), the entire award granted an employee
under the Management Incentive Plan for any fiscal year (including the
fiscal 1994 awards reported in the Summary Compensation Table) is subject
to forfeiture if the grantee does not remain with the Company for at least
five full fiscal years. As and when cash dividends are paid on Class A
Stock, additional phantom stock units (also subject to forfeiture), which
correspond in value to the dividend paid, will be credited to employee
accounts under the Plan. Thus, the potential payout on an award, although
payable only in cash, is tied directly to the market value performance of
the Class A Stock over a five-year period. For purposes of computations
under the Plan, units are valued at the average of the month-end closing
prices for the Class A Stock during the year, rather than by the method
required by the Commission for the Summary Compensation Table.
The Management Incentive Plan affords the Committee broad discretion
to determine the amounts of awards granted, subject only to a limitation
setting the maximum number of units awardable during a given year at 2% of
the number of Class A shares outstanding at the end of the year. The
Committee also has broad discretion under the Plan with respect to
developing and establishing criteria under which otherwise eligible
employees may receive awards. In general, however, as was true for fiscal
1994, it is contemplated that, prior to or early in each year, the
Committee will establish objective Company-wide and business group
performance criteria and that, after year-end, the extent of the Company's
and each group's achievement of the pre-established criteria will form the
principal basis for Committee phantom stock grant decisions for that year.
For fiscal 1994, the Company-wide criteria established for the
Corporate Office Group, which includes Messrs. Todd Herrick and John Foss,
related to return on equity, both in absolute terms and in relation to
historical Company performance. The same Company-wide return on equity
criteria also were established for each of the Company's business units,
including the Engine & Power Train Group headed by Mr. Hans, and
additional group criteria relating to cash return on assets relative to
prior performance also were established for each business unit. Pursuant
to the Plan as implemented for 1994, depending on the extent to which the
Company's actual return on equity for that year (and, for employees in a
business unit, the extent to which the unit's actual cash return on assets
for the year) fell within or exceeded the Committee's pre-approved ranges,
each covered employee could receive an award of phantom stock units equal
to up to 40% of 1994 salary based on these objective criteria. In
addition, each covered employee could receive an award of up to 10% of
1994 salary depending on the Committee's evaluation of 1994 performance
based on achievement of business plan goals, completion of specified
strategic plan actions, recommendations of the Chief Executive Officer
("CEO"), and such other factors as the Committee deems appropriate.
In most cases, the Company's actual 1994 performance was excellent
when measured against the pre-established objective criteria. Accordingly,
Executive Officers received phantom stock awards pursuant to these
criteria amounting to a substantial portion of the 40% of 1994 salary
maximum. In each case, 1994 awards to Executive Officers on the basis of
objective performance criteria constituted over 80% of their total awards.
The balance of each award, while necessarily determined in a more
subjective manner, was also based on 1994 performance. The Committee
believed that the performance of each of the Company's business groups
reflected a team effort on the part of the executives in that group and,
in the interest of maintaining a team spirit, concluded that all covered
employees in a given group should receive awards which were identical in
terms of percentage of salary. In fixing this portion of the awards for
executives in the Corporate Office Group (which includes the CEO), the
Committee considered the degree to which the Company had succeeded in
accomplishing strategic objectives established at the beginning of the
year by the CEO, including objectives relating to new product development,
additions to plant and equipment, corporate finance, investor and
shareholder relations, and personnel matters. The non-objective portions
of the awards for participating employees in other groups were based
principally on the CEO's recommendations, which were in turn based on the
performance of those groups in relation to their business plans for the
year.
SALARIES
In keeping with the Company's new "pay for performance" philosophy,
the Committee believes that Executive Officers should receive salaries
that are reasonable but modest in light of their experience, skills, and
responsibilities, and that the opportunity to achieve significantly
greater total compensation should be tied to the Company's short- and
long-term performance through the potential for awards under the
Management Incentive Plan. When the Committee considered fiscal 1994
executive salaries, it was the shared perception of its members, based on
their general business knowledge and without review of any data
specifically collected by the Committee for that purpose, that the
preexisting salary levels for the CEO and other executives were not
commensurate with their responsibilities in light of the global expansion
of the Company in recent years. In its salary deliberations, the Committee
also was mindful of its intention to recommend elimination of future
annual cash bonuses for all Executive Officers, and, with respect to
Executive Officers other than the CEO, the Committee considered his
recommendations. The Company's fiscal 1993 performance also was a factor,
but not a controlling factor, in the Committee's decisions on 1994 salary,
due to its members' belief that short-term performance generally is not
appropriate for consideration with respect to that form of compensation.
Based on the foregoing, the Committee determined to increase the 1994
salary for each Executive Officer to the level reported in the Summary
Compensation Table above. Except for the fact that the Committee did not
obtain a recommendation from the CEO concerning his own salary, the
Committee's salary determinations were made on the same basis for each
Executive Officer.
CONCLUDING OBSERVATIONS
Management has reported to the Committee that the Company's "pay for
performance" strategy is having an observable, positive effect on employee
behavior and appears at this stage to be promoting the precise objectives
it was intended to promote. The Committee therefore expects to continue to
approach executive compensation in a similar fashion in 1995 and for the
foreseeable future. Nevertheless, the Committee intends to closely monitor
the continuing impact of compensation philosophy on Company performance
and shareholder value and to consider ways in which its current plans and
policies might be improved.
In mid-1993, a new Section 162(m) was added to the Internal Revenue
Code. In general, this section prohibits the deduction of certain
compensation in excess of $1 million per year paid on or after January 1,
1994 by a publicly-held corporation to any individual named in the
corporation's summary compensation table for the year. As indicated by the
Summary Compensation Table, the compensation paid to each of the Company's
Executive Officers was well below $1 million for fiscal 1994, and the
Committee expects the same will be true for the current year.
Consequently, the Committee has decided to defer consideration of any
compensation policies related to Section 162(m) for the present.
Presented By: The Members of the Executive Compensation
Committee of the Board of Directors
Dean E. Richardson, Chairman
John W. Gelder
Stephen L. Hickman
Edward C. Levy, Jr.
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The graph which follows compares the performance over the last five
Company fiscal years of the Company's voting common stock (since April 22,
1992, designated as the Class B Stock and having the trading symbol TECUB)
to the Standard & Poor's 500 Stock Index (the "S&P 500 Index") and to a
composite industry group index (the "Composite S&P Industry Index")
comprised of the Standard & Poor's Household Furnishing and Appliances
Index (70%) and the Standard & Poor's Diversified Machinery Index (30%).
The graph assumes: (1) an investment of $100 in the Company's voting
common stock and in each index on December 31, 1989, (2) retention of the
Class A Stock paid as a one-for-one dividend upon the Class B Stock on May
29, 1992 and the Class A Stock paid as a one-for-one dividend upon the
Class A Stock and the Class B Stock on June 30, 1993, and (3) reinvestment
of all other dividends (with respect to dividends upon the Company's
voting common stock and, since May 29, 1992, the Class A Stock, in shares
of the same respective class).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG TECUMSEH PRODUCTS COMPANY, S&P 500 INDEX,
AND S&P COMPOSITE INDUSTRY INDEX
[EDGAR NOTE: The performance graph required by Item 402(l) of
Regulation S-K appears in this position of the paper document.
A copy of the performance graph on paper is being submitted to
the Branch Chief in the Division of Corporation Finance. A
table containing the data used to create the performance
graph's data points is provided below.]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Tecumseh Products Co. $100.00 $61.21 $ 81.78 $ 94.13 $154.51 $154.76
S&P 500 Index 100.00 96.89 126.42 136.05 149.76 151.74
S&P Composite Industry Index 100.00 72.90 101.34 110.86 161.02 139.03
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Three of the four Directors currently serving on the Executive
Compensation Committee, i.e., Messrs. Richardson, Gelder, and Hickman,
also served on that Committee throughout the period covered by the
Executive Compensation Committee Report above. Mr. Levy, who was first
appointed to the Committee in May, 1994 (and who consequently did not
participate in the Committee's deliberations concerning 1994 executive
salaries or the establishment of 1994 performance goals for the Management
Incentive Plan, which deliberations preceded his appointment), is the only
other current Director who served on the Committee during that period.
Mr. Frederick W. Schwier, who served as a Director until last year's
annual meeting of shareholders and who now is an Honorary Director of the
Company, also served on the Committee until his retirement as a Director.
None of these five gentlemen is or has ever been an officer or employee of
the Company or of any of its subsidiaries.
During 1994, the law firm of Miller, Canfield, Paddock and Stone,
P.L.C. was retained by the Company as its general legal counsel. The
Company also has retained the services of that law firm for the Company's
current fiscal year. Mr. Gelder is a Member of Miller, Canfield, Paddock
and Stone, P.L.C.
Executive Officer and Director John H. Foss served during 1994 and
continues to serve on the boards and compensation committees of Bartech,
Inc. and Utility Support Services, Inc. Both of these companies are owned
by the family of Director Jon E. Barfield, who served during 1994 and
continues to serve as the President of each of them.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Moore, Smith & Dale, the Company's independent accountants for its
fiscal year ended December 31, 1994, and for many years prior thereto,
will continue to serve as such for the Company's fiscal year ending
December 31, 1995. A representative of Moore, Smith & Dale will be present
at the Annual Meeting and available to respond to appropriate questions
from shareholders, and will have an opportunity to make a statement if he
so desires.
OTHER MATTERS
The Board of Directors knows of no business to be acted upon at the
Annual Meeting, other than the matters set forth in the accompanying
Notice of Annual Meeting. If any other matters should be presented to the
meeting upon which a vote properly may be taken, it is intended that the
Class B shares represented by Proxies will be voted with respect to such
matters in accordance with the judgment of the person or persons voting
such shares.
FORM 10-K
The Company will provide without charge to each person who, on March
3, 1995, was the holder of record, or the beneficial owner, of shares of
its issued and outstanding Class B Stock or Class A Stock, on the written
request of such person directed to:
Tecumseh Products Company
100 East Patterson Street
Tecumseh, Michigan 49286
Attention: Daryl P. McDonald
Corporate Counsel and Secretary
a copy of the Company's Annual Report for its Fiscal Year ended December
31, 1994 on Form 10-K, including the financial statements and the
schedules and exhibits thereto, filed by the Company with the Commission.
1995 SHAREHOLDER PROPOSALS
In order for shareholder proposals for the Company's 1996 Annual
Meeting of Shareholders to be eligible for inclusion in the Company's
Proxy Statement, they must be received by the Company at its principal
office in Tecumseh, Michigan prior to November 17, 1995.
EXPENSES INCIDENTAL TO PROXY SOLICITATION
Expenses in connection with solicitation of Proxies by the Board
will be borne by the Company. The Company has engaged Georgeson & Company
Inc. to assist in soliciting proxies, for whose services the Company will
pay a fee estimated at $7,000 plus out-of-pocket costs and expenses. The
Company also may pay brokers, nominees, fiduciaries, custodians and other
organizations performing similar functions their reasonable expenses for
sending proxy material to principals and obtaining their instructions. In
addition to solicitation by mail, Proxies may be solicited in person, or
by telephone, telegraph, facsimile transmission, or similar means, by
directors, officers, and regular employees of the Company.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. CLASS B
SHAREHOLDERS ARE URGED TO EXECUTE AND RETURN, WITHOUT DELAY, THE ENCLOSED
FORM OF PROXY IN THE POSTAGE PAID, SELF-ADDRESSED ENVELOPE PROVIDED FOR
THAT PURPOSE, EVEN IF THEY CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON.
By Order of the Board of Directors,
Daryl P. McDonald
Corporate Counsel and Secretary
Tecumseh, Michigan
March 17, 1995
<PAGE>
TECUMSEH PRODUCTS COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 26, 1995.
The undersigned shareholder(s) do(es) hereby constitute and appoint KENNETH
G. HERRICK and TODD W. HERRICK, and each of them, the true and lawful
attorneys of the undersigned, with full power of substitution, for and in
the name(s) of the undersigned at the Annual Meeting of the Shareholders of
Tecumseh Products Company (the "Company") to be held at the Tecumseh
Country Club located in Tecumseh, Michigan on Wednesday, April 26, 1995 at
9:00 a.m., local Tecumseh, Michigan time, and at any and all adjournments
thereof, to vote any and all shares of the Class B Common Stock, $1.00 par
value, of the Company owned or held or standing in the name(s) of the
undersigned or which for any reason the undersigned may or shall be
entitled to vote, such proxies being directed to vote as specified on the
reverse side and to vote in their discretion upon such other matters as may
properly come before said Annual Meeting.
If you sign and return this proxy, the shares represented hereby will be
voted in accordance with the specification made hereon. WHERE A VOTE IS NOT
SPECIFIED, THE PROXIES WILL VOTE THE SHARES REPRESENTED BY THIS PROXY FOR
THE ELECTION AS DIRECTORS OF ALL THE NOMINEES LISTED HEREIN, AND IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy card exactly as your name or names appear hereon.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________________ _________________________________
_________________________________ _________________________________
- -----------------------------------------------------------------------------
/X/ PLEASE MARK VOTES With- For All
AS IN THIS EXAMPLE For hold Except
Election of Directors / / / / / /
Kenneth G. Herrick, Todd W. Herrick, John H. Foss,
J. Russell Fowler, Dean E. Richardson, Edward C. Levy, Jr.,
John W. Gelder, Stephen L. Hickman, Jon E. Barfield
and Peter M. Banks
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, check the "For All Except" box and
strike a line through that nominee's name in the list
provided above.)
RECORD DATE SHARES:
Please be sure to sign and date this proxy. Date ____________
_____________________________ __________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have
been noted on the reverse side of this card. / /
DETACH CARD
