SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant To Section 14(A) Of The Securities
Exchange Act Of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
TRINITY INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
J. J. FRENCH, JR., SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $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:
<PAGE>
4) Proposed maximum aggregate value of transaction:
[ ] 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:
TRINITY INDUSTRIES, INC.
2525 Stemmons Freeway
Dallas, Texas 75207-2401
P. O. Box 568887
Dallas, Texas 75356-8887
(mailing address)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 19, 1995
Notice is hereby given that the Annual Meeting of
Stockholders of Trinity Industries, Inc. (the "Company"), a
Delaware corporation, will be held at the offices of the Company,
2525 Stemmons Freeway, Dallas, Texas 75207, on Wednesday, July
19, 1995, at 9:30 a.m., Central Daylight Saving Time, for the
following purposes:
(1) to elect eight (8) directors to hold office until the
next Annual Meeting of Stockholders or until their successors are
elected and qualified; and
(2) to transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on
May 26, 1995 will be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof, notwithstanding the
transfer of any stock on the books of the Company after such
record date. A list of the stockholders will be open to the
examination of any stockholder, for any purpose germane to the
Annual Meeting, for a period of ten (10) days prior to the
meeting at the Company's offices, 2525 Stemmons Freeway, Dallas,
Texas 75207.
You are requested to forward your proxy in order that you
will be represented at the 1995 Annual Meeting, whether or not
you expect to attend in person. Stockholders who attend the
Annual Meeting may revoke their proxies and vote in person, if
they so desire.
A Proxy Statement, proxy card and a copy of the Annual
Report on the Company's operations during the fiscal year ended
March 31, 1995, accompany this Notice of Annual Meeting of
Stockholders.
By Order of the Board of Directors
J. J. FRENCH, JR.
Secretary
June 8, 1995
TRINITY INDUSTRIES, INC.
2525 Stemmons Freeway
Dallas, Texas 75207-2401
P. O. Box 568887
Dallas, Texas 75356-8887
(mailing address)
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 19, 1995
This Proxy Statement is furnished to the stockholders of
Trinity Industries, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company
to be voted at the Annual Meeting of Stockholders of the Company
to be held at the offices of the Company, 2525 Stemmons Freeway,
Dallas, Texas 75207, on Wednesday, July 19, 1995, at 9:30 a.m.,
Central Daylight Saving Time (the "1995 Annual Meeting"), or at
any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the enclosed form of proxy are
being mailed to stockholders on or about June 8, 1995.
RIGHT TO REVOKE PROXY
Any stockholder giving the proxy enclosed with this Proxy
Statement has the power to revoke such proxy at any time prior to
the exercise thereof by filing with the Company a written
revocation at or prior to the 1995 Annual Meeting, by executing a
proxy bearing a later date or by attending the 1995 Annual
Meeting and voting in person the shares of stock that such
stockholder is entitled to vote. Unless the persons named in the
proxy are prevented from acting by circumstances beyond their
control, the proxy will be voted at the 1995 Annual Meeting and
at any adjournment thereof in the manner specified therein, or if
not specified, the proxy will be voted:
(1) FOR the election of the eight (8) nominees listed under
"Election of Directors" as nominees of the Company for election
as directors to hold office until the next Annual Meeting of
Stockholders or until their successors are elected and qualified;
and
(2) At the discretion of the persons named in the enclosed
form of proxy, on any other matter that may properly come before
the 1995 Annual Meeting or any adjournment thereof.
BY WHOM AND THE MANNER IN WHICH PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the
Board of Directors of the Company. The expense of the
solicitation of proxies for the 1995 Annual Meeting, including
the cost of mailing, will be borne by the Company. To the extent
necessary to assure sufficient representation at the 1995 Annual
Meeting, officers and regular employees of the Company, at no
additional compensation, may request the return of proxies
personally, by telephone or telegram. The extent to which this
will be necessary depends entirely upon how promptly proxies are
received. Stockholders are urged to send in their proxies
without delay. The Company will supply brokers, nominees,
fiduciaries and other custodians with proxy materials to forward
to beneficial owners of shares in connection with the request
from the beneficial owners of authority to execute such proxies,
and the Company will reimburse such brokers, nominees,
fiduciaries and other custodians for their expenses in making
such distribution. Management has no knowledge or information
that any other person will specially engage any persons to
solicit proxies.
VOTING SECURITIES AND STOCKHOLDERS
The outstanding voting securities of the Company consist
entirely of shares of Common Stock, $1.00 par value per share,
each share of which entitles the holder thereof to one vote. The
record date for the determination of the stockholders entitled to
notice of and to vote at the 1995 Annual Meeting, or any
adjournment thereof, has been established by the Board of
Directors as of the close of business on May 26, 1995. At that
date, there were outstanding and entitled to vote 40,177,918
shares of Common Stock.
The presence, in person or by proxy, of the holders of
record of a majority of the outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum for the
transaction of business at the 1995 Annual Meeting, but if a
quorum should not be present, the meeting may be adjourned from
time to time until a quorum is obtained. All matters to be voted
on will be decided by a majority of the shares represented and
voting at the meeting. A holder of Common Stock will be entitled
to one vote per share on each matter properly brought before the
meeting. Cumulative voting is not permitted in the election of
directors.
As of May 26, 1995, no person was known by the Company to
own beneficially more than five percent (5%) of the outstanding
shares of Common Stock of the Company, although Cede and Company,
a central clearinghouse and nominee in New York, New York, was
the record holder of 36,159,091 shares of the Company's Common
Stock as of May 26, 1995.
The following table shows the number of shares of Common
Stock beneficially owned by each director or nominee, by the
Company's Chief Executive Officer and the next four most highly
compensated executive officers of the Company serving at the
close of the Company's most recent fiscal year and by all such
directors, nominees and executive officers as a group, based upon
information supplied by them:
Number of Shares
Beneficially Owned Percent of
Name at April 30, 1995(1)
Class
David W. Biegler 1,600 *
John Dane III 212,204 *
Barry J. Galt 8,250 *
Dean P. Guerin 55,500 *
Jess T. Hay 9,474(2) *
Edmund M. Hoffman 39,771(3) *
K. W. Lewis 80,242 *
Ray J. Pulley 42,000(4) *
John T. Sanford 68,963 *
Timothy R. Wallace 138,955 *
W. Ray Wallace 1,262,429 3.1%
Directors and Executive
Officers as a Group 2,104,652 5.2%
_________
* Less than one percent (1%).
(1) Unless otherwise noted, all shares are owned directly and
the owner has the right to vote the shares, except for
shares that officers and directors have the right to acquire
under the Company's stock option plans as of the record date
or within sixty (60) days thereafter, which for Messrs.
Galt, Guerin, Hay, Hoffman and Pulley are 7,500 shares each
and for Messrs. Dane, Lewis, Sanford, Timothy R. Wallace
and W. Ray Wallace are 56,280, 41,530, 43,750, 135,000 and
375,000 shares, respectively.
(2) Includes 384 shares owned of record by Mr. Hay's wife as
custodian for their daughter in which Mr. Hay disclaims
beneficial ownership.
(3) Includes 1,500 shares held by Mr. Hoffman as trustee of a
trust in which Mr. Hoffman disclaims beneficial ownership.
(4) Includes 24,500 shares held by NationsBank Texas, N.A.,
Profit Sharing Trust over which Mr. Pulley has sole
investment power and also includes 1,500 shares owned by Mr.
Pulley's wife.
_____________
ITEM 1 - ELECTION OF DIRECTORS
At the 1995 Annual Meeting, eight (8) directors are to be
elected who shall hold office until the next Annual Meeting of
Stockholders or until their respective successors are duly
elected and qualified. It is the intention of the persons named
in the Company's proxy to vote for the election of each of the
eight (8) nominees listed below, unless authority is withheld.
All nominees have indicated a willingness to serve as directors,
but if any of them should decline or be unable to serve as a
director, the persons named in the proxy will vote for the
election of another person recommended by the Board of Directors.
The Board of Directors recommends you vote FOR the election
of each of the eight (8) nominees to the Board of Directors set
forth below.
Nominees
W. Ray Wallace, 72. Director since 1956. Chairman, President
and Chief Executive Officer of the Company. He is also a
director of Lomas Financial Corporation, a diversified financial
services company. He is the father of Timothy R. Wallace, a
director, Group Vice President of the Company, and Chairman of
the Railcars segment and LPG Containers division.
David W. Biegler, 48. Director since 1992. Member of the Audit
Committee. Mr. Biegler is the Chairman, President and Chief
Executive Officer and a director of ENSERCH Corporation, an
integrated natural gas company engaged principally in natural gas
and oil exploration and production, natural gas transmission and
distribution, electric power development and other energy related
activities. He is also a director of Enserch Exploration, Inc.,
the Managing General Partner of Enserch Exploration Partners,
Ltd., a partnership engaged in oil and gas exploration, and Texas
Commerce Bank, National Association, a national bank.
Barry J. Galt, 61. Director since 1988. Member of the Audit
Committee. Mr. Galt is the Chairman, President, and Chief
Executive Officer and a director of Seagull Energy Corporation, a
diversified energy company engaged in oil and gas exploration and
development, as well as natural gas transportation, processing,
marketing and distribution. He is also a director of Standard
Insurance Company, a mutual life insurance company, and Texas
Commerce Bank, National Association, a national bank.
Dean P. Guerin, 73. Director since 1965. Chairman of the Audit
Committee and Member of the Compensation Committee. Mr. Guerin's
principal occupation is investments. Mr. Guerin is a director of
Lone Star Technologies, Inc., engaged in oil country tubular
goods and banking, and Seagull Energy Corporation, an oil and gas
exploration and development company.
Jess T. Hay, 64. Director since 1965. Chairman of the
Compensation Committee. Mr. Hay is Chairman of Texas Foundation
for Higher Education, a position which he has held since 1987.
Prior to his retirement on December 31, 1994, Mr. Hay also was
Chairman and Chief Executive Officer of Lomas Financial
Corporation, a diversified financial services company engaged
principally in mortgage banking and real estate lending, and of
Lomas Mortgage USA, a mortgage banking institution. Mr. Hay is
also a director of The Dial Corp., which is primarily involved in
consumer products, services, transportation, manufacturing and
financial services, Exxon Corporation, a diversified energy
company engaged principally in the exploration, production and
marketing of petroleum products, and Southwestern Bell
Corporation, a regional telephone operating company.
Edmund M. Hoffman, 73. Director since 1957. Member of the Audit
Committee. Mr. Hoffman's principal
occupation is investments, primarily in the soft drink bottling
and full line vending business. Mr. Hoffman is also a director
of Coca-Cola Bottling Group (Southwest) Inc.
Ray J. Pulley, 79. Director since 1958. Member of the
Compensation Committee. Mr. Pulley's principal
occupation is investments.
Timothy R. Wallace, 41. Director since 1992. Mr. Wallace is a
Group Vice President of the Company and the Chairman of the
Railcars segment and LPG Containers division of the Company. He
is the son of Mr. W. Ray Wallace, a director and the Chairman,
President and Chief Executive Officer of the Company.
Board Meetings and Committees
The directors hold regular quarterly meetings, in addition
to the meeting immediately following the Annual Meeting of
Stockholders, attend special meetings, as required, and spend
such time on the affairs of the Company as their duties require.
During the fiscal year ended March 31, 1995, the Board of
Directors held five (5) meetings. All directors of the Company
attended at least seventy-five percent (75%) of the aggregate of
the meetings of the Board of Directors and the committees on
which they served for the fiscal year ended March 31, 1995.
The Board of Directors has an Audit Committee consisting of
Messrs. Biegler, Galt, Guerin and Hoffman. The Audit Committee
met one (1) time during the fiscal year ended March 31, 1995.
The Audit Committee's functions include: (a) making
recommendations to the Board of Directors for the engagement or
discharge of the independent auditors, (b) reviewing the plan and
results of the audit engagement with the independent auditors,
(c) reviewing the degree of independence of the independent
auditors, (d) approving the services performed by the independent
auditors, (e) considering the range of audit and other fees and
(f) reviewing the adequacy of the Company's system of internal
controls.
The Board of Directors also has a Compensation Committee
consisting of Messrs. Guerin, Hay and Pulley. The Compensation
Committee, which met one (1) time during the fiscal year ended
March 31, 1995, determines the base salary and incentive
compensation arrangements for, and the granting of benefits to,
officers of the Company and senior management of its
subsidiaries. The Compensation Committee also determines, in
connection with the Company's stock option and incentive plans,
the persons to whom awards are granted, the type of awards, the
number of shares covered by the awards, whether stock
appreciation rights are granted, the option vesting schedule and,
if other than an incentive stock option for purposes of the
Internal Revenue Code, the option exercise price. See "Executive
Compensation and Other Matters - Stock Option Plans" below.
The entire Board of Directors acts as a nominating
committee.
Compensation of Directors
Each director receives $1,250 for each director's meeting
attended and reimbursement for reasonable out-of-pocket expenses.
In addition, each director who is not a compensated officer or
employee of the Company or its subsidiaries receives a fee of
$30,000 per year for serving as a director (and the Chairman of
the Audit Committee and the Chairman of the Compensation
Committee receive an additional $2,000 per year in those
capacities) and $1,250 for each Audit Committee or Compensation
Committee meeting attended. Each outside director (other than
Mr. Biegler) holds an option to purchase 7,500 shares of the
Company's Common Stock at an option exercise price of $22.50 per
share, the market value of the Company's Common Stock at the time
of the grant. These options were granted at the time of the
adoption of the Company's 1989 Stock Option Plan to each director
who was not at that time an officer or employee of the Company
and were approved by the stockholders at the Annual Meeting on
July 19, 1989.
The Company also has a Directors' Retirement Plan that was
adopted on December 11, 1986. The plan is an unfunded
arrangement through which monthly payments will be paid to
members of the Board of Directors who are not employees of the
Company upon retirement, disability or death while serving as a
director on or after December 11, 1986. The payments will be
made to the director and/or his designated beneficiary for a ten-
year (10) period. The amount of each monthly payment will be
equal to one-twelfth (1/12) of a percentage of the annual
retainer paid to such director in the year of his retirement,
disability or death while serving as a director. The applicable
percentage is dependent upon the number of years of service as a
member of the Board of Directors. If the director has less than
five (5) years of service, the applicable percentage is zero. If
the director has five (5) years of service, the applicable
percentage is fifty percent (50%). The applicable percentage
increases at the rate of ten percent (10%) for each year of
service thereafter and reaches one hundred percent (100%) after
ten years of service as a director. However, notwithstanding the
number of years of service, a director's applicable percentage
will be one hundred percent (100%) in the event of (i) any merger
or consolidation in which the Company is not the surviving
corporation, (ii) a sale of all or substantially all of the
assets of the Company, (iii) a sale of shares of the Company's
Common Stock in which another corporation, person or entity
acquires fifty percent (50%) or more of the outstanding Common
Stock or (iv) the acquisition of fifty percent (50%) or more of
the outstanding shares of the Company's Common Stock as a result
of any tender or exchange offer.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
Cash Compensation
The following table sets forth information for the Company's
fiscal years ended March 31, 1995, 1994 and 1993, with regard to
the compensation for their services to the Company and its
subsidiaries in all capacities of the Chief Executive Officer and
each of the other four (4) most highly compensated executive
officers serving the Company at the close of the Company's most
recently completed fiscal year:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Long Term
Compensation Compen-
sation All
Name and Year --------- Other
Principal Position Other Stock Compen-
Annual Option sation <F4>
Salary Bonus <F1> Compen- Awards
sation <F2> (Shares) <F3>
<S> <C> <C> <C> <C> <C> <C>
W. Ray Wallace - Chairman, 1995 $1,000,000 $2,000,000 $289,227 _ $25,414
President & Chief Executive Officer 1994 $900,000 $1,557,203 $211,367 _ $28,312
1993 $800,000 $577,344 $183,227 150,000 $25,021
Timothy R. Wallace - Group Vice 1995 $295,000 $348,041 $64,304 _ $23,464
President & Chairman of Railcars 1994 $275,000 $197,643 _ _ $24,854
segment and LPG Containers division 1993 $252,000 $98,960 _ 150,000 $22,886
K. W. Lewis - Senior Vice President 1995 $260,000 $312,000 $57,200 13,030 $17,559
1994 $250,000 $300,000 _ _ $17,225
1993 $225,750 $162,919 _ 150,000 $16,877
John Dane III - Group Vice President 1995 $265,000 $116,017 $38,102 13,030 $18,425
& President of Marine Products 1994 $250,000 $336,325 _ _ $19,273
segment 1993 $225,000 $467,618 _ 150,000 $17,944
John T. Sanford - Group Vice 1995 $270,000 $105,111 $37,511 14,085 $17,559
President & Chairman of Construction 1994 $260,000 $112,580 _ _ $17,253
Products and Metal Components 1993 $236,500 $48,153 _ 150,000 $16,902
segments
<FN>
<F1> Annual incentive bonuses are paid only upon the achievement
of a predetermined financial goal set for each executive by
the Compensation Committee at the beginning of the fiscal
year. All or a portion of the incentive bonus is paid
within ninety (90) days after the close of the Company's
fiscal year. If the incentive bonus earned exceeds a
certain percentage of base salary (ranging from twenty-five
percent (25%) in the case of some executives to fifty
percent (50%) in the case of other executives), the
incentive bonus amount in excess of the applicable
percentage is deferred and paid in three (3) equal annual
installments in the succeeding years, provided the
executive's employment with the Company has not been
terminated prior to payment for any reason other than death,
disability, retirement or a change of control of the
Company. The amounts shown for bonus in the foregoing table
include the deferred installments payable to the executive
in the succeeding year if still employed by the Company at
that time and were, in fiscal 1995, 1994, and 1993,
respectively, $1,500,000, $1,107,203 and $177,344 for Mr. W.
Ray Wallace, $259,541, $115,143 and $35,960 for Mr. Timothy
R. Wallace, $182,000, $175,000 and $50,044 for Mr. Lewis,
$58,008, $168,162 and $233,809 for Mr. Dane, and $24,111,
$34,580 and $0 for Mr. Sanford.
<F2> An amount equal to fifteen percent (15%) of the salary and
incentive bonus of Mr. W. Ray Wallace, and amounts equal to
ten percent (10%) of the salaries and incentive bonuses of
Messrs. Timothy R. Wallace, Lewis, Dane and Sanford,
respectively, are set aside annually pursuant to the long
term deferred compensation plans for them.
<F3> Adjusted for the three for two stock split on August 31,
1993.
<F4> All Other Compensation consists principally of the matching
amounts under the Company's Supplemental Retirement Plan and
Section 401(k) Plan (described below under "Retirement
Plans"), automobile allowances, reimbursements for medical
insurance premiums and, in the case of Messrs. W. Ray
Wallace and Timothy R. Wallace, directors' fees.
</FN>
</TABLE>
_____________
The Company's 1993 Stock Option and Incentive Plan that
was approved by the stockholders at the Annual Meeting held on
July 21, 1993 permits the grant of stock options, stock
appreciation rights, restricted stock, performance and other
stock related awards. The 1993 stock option plan terminated the
Company's earlier 1989 stock option plan which in turn had
terminated the Company's 1983 stock option plan, except in each
case for options granted and outstanding under the prior plans.
The 1993 plan provides that stock options that expire, terminate
or are surrendered unexercised under the prior plans are
available for further award under the 1993 plan. At April 30,
1995, options were granted and outstanding under the 1993 plan on
964,632 shares of the Company's Common Stock, under the 1989 plan
on 814,491 shares, and under the 1983 plan on 129,627 shares.
The Compensation Committee of the Board of Directors
determines the officers and key employees to whom options are
granted, the type of options, the number of shares covered by
such options, the option vesting schedule and, if other than an
incentive stock option for purposes of the Internal Revenue Code,
the option exercise price. In the case of incentive stock
options, the Internal Revenue Code requires that the option
exercise price must not be less than the fair market value of the
stock at the time that the option is granted and, in the case of
any employee owning directly or indirectly more than ten percent
(10%) of the total outstanding Common Stock, the option exercise
price for an incentive stock option must be at least one hundred
ten percent (110%) of the fair market value. Options become
exercisable as set forth in the option agreements pursuant to
which they are issued, but in no event are incentive stock
options exercisable after the expiration of ten (10) years from
the date of grant (or, in the case of an employee owning directly
or indirectly more than ten percent (10%) of the total
outstanding Common Stock, five (5) years from the date of grant).
Regardless of any vesting schedule contained in an option
agreement, the plan provides for the acceleration of vesting in
certain events, including the optionee's death, disability or
retirement, the dissolution or liquidation of the Company,
certain reorganizations of the Company or the acquisition of
fifty percent (50%) or more of the Company's outstanding Common
Stock as a result of a tender or exchange offer other than by the
Company. All rights to exercise an option terminate immediately
if an employee is discharged for cause, and ten (10) days after
an employee's resignation, or three (3) months after an
employee's disability or retirement or twelve (12) months after
an employee's death. All stock appreciation rights and limited
stock appreciation rights, if any, terminate immediately upon
cessation of employment, regardless of the reason for such
cessation.
Recipients of options may pay the option exercise price in
cash or by delivering to the Company shares of the Company's
Common Stock already owned by the optionee having a fair market
value equal to the option exercise price. When the optionee
surrenders stock already owned by him in payment of the exercise
price, the optionee will be granted, except in limited instances,
a new option on shares equal in number to those surrendered at an
option exercise price that is the fair market value of the
Company's Common Stock on the date of the new grant and
exercisable no earlier than six (6) months after the date of such
new grant. An optionee also may elect to satisfy the income tax
withholding requirement upon the exercise of a nonincentive stock
option either by payment of the amount of such withholding
obligation in cash or through the retention by the Company of a
number of shares of Common Stock out of the shares being
purchased with a fair market value equal to the amount of the
withholding
obligation, but no new option is awarded for the shares retained
to satisfy the employee's income tax withholding requirement.
The provisions of the 1993 plan may be modified or amended
at any time or from time to time by the Board of Directors;
provided, however, no option at any time outstanding may be
impaired or canceled without the consent of the holder thereof,
and no amendment can increase the maximum number of shares
subject to the plan, reduce the option exercise price of shares
contrary to the provisions of the plan or materially modify the
requirements as to eligibility for participation in the plan,
without stockholder approval.
Usually, stock options are granted in March of each year;
however, in March of 1993, the Compensation Committee was
continuing to review the effectiveness of the customary incentive
stock options and considering other possible alternatives.
Consequently, the actual awards by the Compensation Committee for
fiscal 1993 did not become effective until April 13, 1993, when
the Board of Directors approved the Executive Stock Ownership
Program discussed below. The stock options so awarded to the
five (5) executives named in the Summary Compensation Table above
and in the Option Grants in Last Fiscal Year Table below are
shown in such tables as being awarded in 1993. The Compensation
Committee did not make any other stock option awards in fiscal
1994 or fiscal 1995 other than the grant of reload options, i.e.,
options granted at current market value for the number of shares
surrendered when an optionee surrenders stock already owned in
payment of the exercise price of stock options.
One of the goals of the Executive Stock Ownership Program is
to make the key executives to whom options are granted long term
stockholders of the Company in order that their long range
economic interests will be more directly aligned with the long
term economic interests of the Company's stockholders. Further,
the awards are designed to retain and develop a strong management
team who will be dependent upon value created for the Company's
stockholders for an accumulation of significant personal wealth.
Hence, the options granted under this Executive Stock Ownership
Program become exercisable only in annual installments over a
period of eight (8) years (rather than five (5) years as under
the prior incentive stock option grants) and must be exercised
before ten (10) years from the date of the grant. More
importantly, however, the shares acquired pursuant to the
exercise of an option granted under the Executive Stock Ownership
Program are restricted in respect to their transferability and
are not transferable from the date of the exercise until the
expiration of five (5) years thereafter, when fifty percent (50%)
of the shares become transferable, and until the expiration of
ten years thereafter, when the balance of the shares become
transferable, except upon death, disability or normal retirement
or a change in the control of the Company, or with the consent of
the Compensation Committee (which consent will only be granted
upon special request in case of hardship, to purchase a home, to
pay for a child's education or for any other reason deemed
appropriate by the Compensation Committee).
Stock Options Plans
As previously noted, the Compensation Committee did not
grant any stock options to the named executives during the most
recently completed fiscal year other than reload options. The
following table contains information concerning the grant of
reload options with respect to the last fiscal year to each of
the named executives.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR <FN1>
<CAPTION>
Potential Realizable Value
at Assumed Annual
Individual Grants Rates of Stock Price
Appreciation For Option Term
Percent
of
Total
Options
Granted Market
to Exercise Price
Employ- or on
ees in Base Date At 5% At 10%
Options Fiscal Price of Expiration Annual Annual
Name Granted Year ($/Sh) Grant Date Growth Growth
<S> <C> <C> <C> <C> <C> <C> <C>
All Stockholders'
Stock Appreciation N/A N/A N/A N/A N/A $829,000,000 $2,042,000,000
W. Ray Wallace -0- 0.0% - - - - -
Timothy R. Wallace -0- 0.0% - - - - -
K. W. Lewis 13,030 17.4% $38.375 $38.375 04/13/03 $276,000 $679,000
John Dane III 13,030 17.4% $38.375 $38.375 04/13/03 $276,000 $679,000
John T. Sanford 14,085 18.8% $35.500 $35.050 04/13/03 $276,000 $679,000
<FN>
<FN1> All of the stock options shown in the table were granted
pursuant to the reload provisions of the Company's Executive
Stock Ownership Program.
<FN2> The Company has not granted any stock appreciation rights
but most of the Company's stock option agreements provide
that the option may be surrendered for cash for the
difference between the then market value of the shares and
the option exercise price within thirty (30) days after the
acquisition of fifty percent (50%) of the Company's Common
Stock pursuant to a tender or exchange offer other than one
made by the Company.
</FN>
</TABLE>
The table below sets forth information concerning each
exercise of stock options by each of the named executive officers
during the most recently completed fiscal year and the number of
exercisable and unexercisable stock options held by them and the
fiscal year-end value of the exercisable and unexercisable
options.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Shares Options at Fiscal Options at Fiscal
Acquired Value Year-End Year-End
Name on Realized
Exercise
Exercisable/ Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
W. Ray Wallace -0- $-0- 375,000 $6,200,627
150,000 $1,808,751
Timothy R. Wallace -0- $-0- 135,000 $2,258,750
135,000 $1,621,247
K. W. Lewis 18,750 $219,531 60,280 $738,969
130,500 $1,537,934
John Dane III 31,749 $422,641 56,280 $657,843
135,000 $1,621,246
John T. Sanford 18,750 $162,624 62,500 $1,044,934
149,085 $1,647,656
</TABLE>
Retirement Plans
The Company has noncontributory, defined benefit retirement and
death benefit plans which are available to all eligible employees
who have completed specified periods of employment. The benefits
of the plans are funded by periodic contributions to retirement
trusts that invest the Company's contributions and earnings
thereon in order to pay the benefits to the employees. The plans
provide for the payment of monthly retirement benefits determined
under a calculation based on credited years of service and/or a
participant's compensation. Retirement benefits are paid to
participants upon normal retirement at the age of 65 or later, or
upon early retirement. The plans also provide for the payment of
certain disability and death benefits.
The Company has also adopted a Supplemental Pension Plan
that permits the payment of supplemental benefits to certain
employees whose annual benefits under the foregoing retirement
plan would exceed those permitted by the Internal Revenue Code of
1986, as amended (the "Code"). The Supplemental Pension Plan
provides that if at any time the amount of the annual retirement
benefit which would otherwise be payable under the Company's
pension plan is or becomes limited by reason of compliance with
the Code, such person shall be entitled to receive a supplemental
pension benefit equal to the difference between the benefit that
such person receives under the Company's pension plan and the
benefit that such person would have received if such limitation
had not been in effect. The benefits are payable from the
general assets of the Company.
The following table reflects the estimated aggregate annual
benefits, computed on the basis of a monthly benefit payable for
ten (10) years certain and life thereafter, payable under such
plans to a fully vested executive officer of the Company upon
retirement at age 65 after 10, 20, 30 and 40 credited years of
service at the annual remuneration levels set forth in the table.
PENSION PLAN TABLE
Years of Service
Remuneration
10 20 30 40
$100,000 .................................... $9,760 $19,520 $29,280 $39,040
$150,000 .................................... 14,760 29,520 44,280 59,040
$200,000 .................................... 19,670 39,520 59,280 79,040
$250,000 .................................... 24,760 49,520 74,280 81,954
$300,000 .................................... 29,760 59,520 81,954 81,954
$350,000 .................................... 34,760 69,520 81,954 81,954
$400,000 .................................... 39,760 79,520 81,954 81,954
$450,000 .................................... 44,760 81,000 81,954 81,954
$500,000 .................................... 49,760 81,000 81,954 81,954
$550,000 .................................... 54,760 81,000 81,954 81,954
$600,000 .................................... 59,760 81,000 81,954 81,954
The compensation covered under those plans is the same as
the salary and bonus reported earlier in the Summary Compensation
Table, except that compensation for those plans is determined by
the amount paid during the calendar year and the amount shown in
the Summary Compensation Table has been determined on the basis
of amount accrued during the Company's fiscal year. The annual
benefits shown are not subject to any deduction for Social
Security benefits or other offset amounts. Such annual benefits
are those applicable under the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA"). The five (5) executive
officers named in the Summary Compensation Table above have
credited years of service under the plan under which they are
covered as follows: Mr. W. Ray Wallace has 49 years; Mr. Timothy
R. Wallace has 20 years; Mr. Lewis has 31 years; Mr. Dane has 8
years; and Mr. Sanford has 11 years. Because his accrued benefit
was greater than the maximum under TEFRA, Mr. W. Ray Wallace's
annual benefit was $126,933 during the fiscal year ended
March 31, 1995.
The Company also is obligated to pay supplemental retirement
benefits to Mr. W. Ray Wallace, Chairman, President and Chief
Executive Officer of the Company, under an agreement with the
Company in 1990 which provided that in consideration of his
continuing to serve as the Chief Executive Officer of the Company
until he attained age seventy (70), subject to his being so
elected annually, the Company would supplement, commencing at his
actual retirement, his other retirement benefits from the Company
so that his aggregate retirement benefits from the Company would
equal eighty percent (80%) of the average of his annual cash
compensation for the five (5) consecutive years in which he was
paid by the Company his highest cash compensation. At March 31,
1995, the estimated annual benefit payable to him upon his
retirement under this unfunded supplemental retirement program
was $917,000.
The Company maintains a Section 401(k) plan that permits
employees to elect to set aside up to ten percent (10%) of their
compensation (subject to the maximum limit on the amount of
compensation permitted by the Code to be deferred for this
purpose) in a trust to pay future retirement benefits. The
Company matches fifty percent (50%) of the lesser of (i) the
amount that the employee elects to set aside for this purpose or
(ii) six percent (6%) of the employee's compensation. The
Company also maintains a similar plan for its "highly compensated
employees", as defined in the Code. The highly compensated
employees are not limited as to the percentage of their
compensation which may be contributed to the plan; however, the
Company only matches the lesser of (i) the amount that the
employee elects to set aside for this purpose or (ii) six percent
(6%) of the employee's compensation (but the Company never
contributes more than it would have contributed if the "highly
compensated employees" had participated in the Section 401(k)
plan). Participation in the Section 401(k) plan by all such
"highly compensated employees" would have an adverse effect on
the Section 401(k) plan. Contributions under the latter plan are
also made to a trust, but unlike the contributions by the Company
to the trust created pursuant to the Section 401(k) plan (which
are deductible by the Company when paid to the trust), the
contributions of the Company to the trust for the "highly
compensated employees" are not deductible by the Company for
federal income tax purposes until such amounts are paid out by
the trust. Further, the assets of the trust created under the
plan for the "highly compensated employees" are considered part
of the general assets of the Company that can be attached by its
creditors.
Change of Control Agreements
On June 8, 1989, the Board of Directors authorized
agreements with each of the executive officers named in the
Summary Compensation Table above and others to provide certain
severance benefits to them in the event of a termination of
employment following a change of control (as defined in the
agreements) of the Company. Each agreement provides that if the
Company terminates the executive's employment other than as a
result of the executive's death, disability or retirement, or for
cause (as defined in the agreements), or if the executive
terminates his employment for good reason (as defined in the
agreements), then the Company will pay to such executive a lump
sum equal to three (3) times the amount of the executive's base
salary and bonus paid by the Company and its subsidiaries to the
executive during the twelve (12) months prior to termination or,
if higher, the twelve (12) months prior to the change of control
of the Company.
The severance benefits provided by the agreements also
include certain fringe benefits to which each executive would
have been entitled if the executive had continued in the
employment of the Company for thirty-six (36) months after the
executive's termination, and a supplemental benefit based on the
Company's retirement plan, which benefit is payable in a series
of cash payments.
The agreements further provide that if any payment to which
the executive is entitled would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, then the Company will pay to the executive an additional
amount so that the net amount retained by the executive is equal
to the amount that otherwise would be payable to the executive if
no such excise tax had been imposed.
Report of the Compensation Committee on Executive Compensation
The following report is submitted by the Compensation
Committee for inclusion in this Proxy Statement pursuant to the
rules of the Securities and Exchange Commission:
The Company's executive compensation program is administered
by the Compensation Committee appointed by the Board of Directors
and is composed of independent outside directors. The
Compensation Committee is responsible for setting and overseeing
the administration of policy that governs the compensation of the
Company's executives. It establishes the base salary, the
incentive compensation, the deferred compensation and the stock
options of each officer of the Company.
It is the Compensation Committee's policy to provide a
competitive and comprehensive compensation program to attract,
motivate, reward and retain the key executives needed to enhance
the profitability of the Company and to create value for its
stockholders. The Compensation Committee believes that the
Company's executive compensation should consist of competitive
base salaries and incentive compensation plans that reward both
short and long term performance. The key components of the
Company's executive compensation program in the last fiscal year
were a base salary, incentive compensation and in some cases,
deferred compensation. The Compensation Committee periodically
reviews each component of the Company's executive compensation
program to ensure that pay levels and incentive opportunities are
competitive, directly linked to performance and aligned with the
interest of stockholders.
Base Salary
The Compensation Committee each year reviews each
executive's performance and establishes each executive's base
salary based upon past and expected future performance, and the
executive's responsibilities within the Company. The
Compensation Committee also considers a survey of salaries of
senior executives of other companies provided by an independent
outside consultant. Base salaries are determined each year for
each executive of the Company and are made effective on April 1,
the commencement of the Company's fiscal year. Base salaries for
the Chief Executive Officer and each of the other four most
highly compensated officers for the fiscal years ending March 31,
1995, 1994 and 1993 are shown in the Summary Compensation Table.
Incentive Compensation
The Company's annual incentive bonuses of its executive
officers are tied to the Company's success in achieving
significant performance goals. An incentive bonus is determined
for each executive upon the basis of the achievement of certain
financial goals set each year by the Compensation Committee at
the beginning of the year. The Company's corporate executives'
performance targets are directly related to the Company's
consolidated income before federal income tax; and targets of
division executives responsible for the operation of a division
or segment of the Company are directly related to the operating
profits achieved by that division or segment. The performance
goals are predetermined by the Compensation Committee on the
basis of the Company's past performance and anticipated future
performance. In the case of both corporate and division
executives, the total amount of incentive compensation that may
be earned in any year is limited to a predetermined maximum
percentage of base salary. If the amount of the incentive bonus
for the year would exceed a certain percentage of the base
salary, only a portion of the incentive compensation amount
(ranging from twenty-five percent to fifty percent) is paid
currently and the balance is deferred and paid in equal
installments within ninety (90) days after the close of each of
the three (3) succeeding fiscal years. Any unpaid deferred
portion will be forfeited if the executive leaves the employment
of the Company for any reason other than death, disability or
retirement of the executive or a change in control of the
Company.
Stock Options and Deferred Compensation
The long term incentive element of the Company's management
compensation program is generally in the form of stock option
grants. The Committee intends to create an opportunity for
officers and other key employees of the Company to acquire a
proprietary interest in the Company that aligns the executive's
interest with the interest of the Company's stockholders.
In April, 1993, the Compensation Committee made awards under
the Executive Stock Ownership Program of nonqualified stock
options on a larger number of shares than typically had been
granted in previous years and provided for a ratable exercise
over an eight year period (instead of the usual five years) and
also provided that the shares acquired upon exercise would be
subject to restrictions on transferability for periods after
exercise of five years (when restrictions would lapse on fifty
percent of the shares) and ten years (when restrictions would
lapse on the other fifty percent of the shares), except in the
case of the death, disability or retirement or a change in
control of the Company or with the consent of the Compensation
Committee. Consequently, the Compensation Committee did not
award any stock options to executives in the fiscal year ended
March 31, 1995, other than reload options.
Commencing April 1, 1994, the Company established a deferred
compensation plan for certain key officers of the Company other
than Mr. W. Ray Wallace, Chairman, President and Chief Executive
Officer. Under the deferred compensation plan, ten percent (10%)
of the participant's annual base salary and incentive
compensation is accrued on the books of the Company, together
with interest at the prime rate of a specified national bank, to
be paid, as determined by the Board of Directors of the Company
after consultation with the participant in annual installments
over five years or other periods as determined by the Board of
Directors. Payment of the deferred compensation commences one
year and one day after the participant's termination of
employment with the Company. If the participant dies, the
installments are paid to his or her designated beneficiary. The
installment payments terminate if the participant, without the
prior written consent of the Company, directly or indirectly,
becomes or serves as an officer, employee, owner or partner of
any business which competes in a material manner with the
Company.
Chief Executive Officer Compensation
The base salary, incentive compensation and stock option
grants to Mr. W. Ray Wallace, the Company's Chief Executive
Officer, are set within the philosophy and policies enunciated
above for all other executives of the Company.
His base salary in Fiscal 1995 was fixed by the Committee
after reviewing the performance of the Company in Fiscal 1994,
after considering the positioning of the Company for future
years, and after assessing Mr. Wallace's past and ongoing
personal performance in the position of Chief Executive Officer.
The Compensation Committee did not follow any set formula in
making such determination, but considered, among other things,
the report of a nationally recognized consulting firm employed to
survey the compensation of chief executive officers of other
companies, with particular emphasis on companies with sales
volumes comparable to that of the Company.
Mr. Wallace's incentive compensation in Fiscal 1995 was
derived from a formula directly related to the Company's pretax
income which in Fiscal 1995 totaled $147 million, up from $114
million in Fiscal 1994. His incentive compensation for the year
is payable twenty-five (25%) percent currently and seventy-five
(75%) percent in three (3) equal annual installments commencing
in April, 1996.
Mr. Wallace also has a long term deferred compensation plan
with respect to which the Company sets aside annually an amount
equal to fifteen percent (15%) of Mr. Wallace's combined salary
and bonus in each fiscal year.
Pursuant to an agreement between the Company and Mr. Wallace
dated July 18, 1990, the Company is obligated to supplement his
pension plan and other retirement benefits from the Company so
that the aggregate amount of all his retirement benefits from the
Company will equal eighty percent (80%) of his average annual
compensation for the five consecutive years in which he was most
highly compensated by the Company.
Jess T. Hay, Chairman Dean P. Guerin, Member
Compensation Committee Ray J. Pulley, Member
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is a current or
former officer or employee of the Company or any of its
subsidiaries. Mr. W. Ray Wallace serves on the Board of
Directors and Audit Committee of Lomas Financial Corporation, of
which Mr. Hay, a director and member of the Compensation
Committee of the Company, was prior to January 1, 1995, the
Chairman and Chief Executive Officer. Also, Mr. Wallace was,
until April 1995, a director of ENSERCH Corporation and a member
of its Audit Committee and the Chairman of its Compensation
Committee, of which Mr. Biegler, a director of the Company, is
the Chairman, President and Chief Executive Officer. The members
of the Board of Directors of each of the respective corporations
have been fully informed of those relationships.
Performance Graph
The following graph shows a comparison of the five (5) year
cumulative return (assuming reinvestment of any dividends) for
the Company, the New York Stock Exchange Index and the Dow Jones
Transportation Equipment Index. The sources for the information
contained in this table in respect to the return for the Company
and for the Dow Jones Transportation Index are STAR Services,
Inc. and, in respect to the New York Stock Exchange Index, is
Media General Financial Services.
[Appearing at this point is a performance graph comparing the
five (5) year cumulative return (assuming reinvestment of any
dividends) for the Company, the New York Stock Exchange Index and
the Dow Jones Transportation Equipment Index, with the following
plot points expressed in millions of dollars:
1990 1991 1992 1993 1994 1995
Trinity 100 96 116 184 233 234
DJ Transport. 100 100 126 151 175 156
NYSE Index 100 113 125 143 149 165]
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers, directors and persons
who own more than ten percent (10%) of the Company's Common Stock
to file initial reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). These
reports are also filed with the New York Stock Exchange and a
copy of each report is furnished to the Company.
Additionally, SEC regulations require that the Company
identify any individuals for whom one of the referenced reports
was not filed on a timely basis during the most recent fiscal
year or prior fiscal years. To the Company's knowledge, based
solely on review of reports furnished to it and written
representations that no other reports were required during and
with respect to the fiscal year ended March 31, 1995, all Section
16(a) filing requirements applicable to its executive officers,
directors and more than 10% beneficial owners were complied with,
except that Mr. Timothy R. Wallace and Mr. John Dane, III
inadvertently failed to report shares held by the Trustee of the
Company's 401(k) plan that they are deemed to beneficially own as
participants in that plan. Mr. Timothy R. Wallace should have
reported ownership of an additional 899 shares when he initially
filed his Form 3 in March 1992 and the acquisition of an
additional 23 shares and 16 shares for the Company's fiscal year
ended March 31, 1993 and 1994, respectively. Similarly, Mr. Dane
should have reported an additional 516 shares when he initially
filed his Form 3 in February 1993, and the disposition of 368
shares and acquisition of 9 shares for the fiscal year ended
March 31, 1993 and 1994, respectively. The information not
previously reported is included in the Forms 5 filed by Mr.
Timothy R. Wallace and Mr. Dane, respectively, as of March 1995.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Ernst & Young, independent auditors, or a predecessor of
that firm, have been the auditors of the accounts of the Company
each year since 1958, including the fiscal year ended March 31,
1995. It is anticipated that representatives of Ernst & Young
will be present at the 1995 Annual Meeting, will have the
opportunity to make a statement if they so desire and will be
available to respond to appropriate questions raised at the 1995
Annual Meeting or submitted to them in writing before the 1995
Annual Meeting.
Ernst & Young has informed the Company that it does not have
any direct financial interest in the Company and that it has not
had any direct connection with the Company in the capacity of
promoter, underwriter, director, officer or employee.
As is customary, auditors for the current fiscal year will
be appointed by the Board of Directors at their meeting
immediately following the 1995 Annual Meeting upon recommendation
of the Audit Committee.
STOCKHOLDER PROPOSALS
Stockholders' proposals to be presented at the 1996 Annual
Meeting of Stockholders, for inclusion in the Company's Proxy
Statement and form of proxy relating to the meeting, must be
received by the Company at its offices in Dallas, Texas,
addressed to the Secretary of the Company, not later than
February 13, 1996.
OTHER MATTERS
Management of the Company is not aware of other matters to
be presented for action at the 1995 Annual Meeting; however, if
any such other matters are presented for action, it is the
intention of the persons named in the accompanying form of proxy
to vote in accordance with their judgment on such matters.
It is important that proxies be returned promptly to avoid
unnecessary expense. Therefore, stockholders are urged,
regardless of the number of shares owned, to date, sign and
return the enclosed proxy in the enclosed business reply
envelope.
By Order of the Board of Directors
J. J. FRENCH, JR.
Secretary
June 8, 1995
Upon written request from any stockholder of record at
May 26, 1995 (or any beneficial owner representing that he is or
was entitled to vote at the 1994 Annual Meeting), the Company
will furnish to such stockholder, without charge, its Annual
Report on Form 10-K for the fiscal year ended March 31, 1995, as
filed with the Securities and Exchange Commission, including
financial statements. The Company may impose a reasonable fee
for its expenses in connection with providing exhibits referred
to in such Form 10-K, if the full text of such exhibits is
specifically requested. Requests should be directed to: Mr. F.
Dean Phelps, Jr., Vice President, Trinity Industries, Inc., P. O.
Box 568887, Dallas, Texas 75356-8887.
[FRONT SIDE OF PROXY CARD]
TRINITY INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - July 19, 1995
The undersigned hereby appoints J. J. French, Jr., W. Ray
Wallace and Dean P. Guerin and each of them with full power of
substitution, attorneys, agents and proxies of the undersigned to
vote as directed below the shares of stock which the undersigned
would be entitled to vote, if personally present, at the Annual
Meeting of Stockholders of Trinity Industries, Inc. to be held at
its offices, 2525 Stemmons Freeway, Dallas, Texas 75207, on
Wednesday, July 19, 1995 at 9:30 a.m. Central Daylight Saving
Time, and at any adjournment or adjournments thereof. If more
than one of the above attorneys shall be present in person or by
substitution at such meeting or at any adjournment thereof, the
majority of said attorneys so present and voting, either in
person or by substitution, shall exercise all of the powers
hereby given. The undersigned hereby revokes any proxy or
proxies heretofore given to vote upon or act with respect to such
shares of stock and hereby ratifies and confirms all that said
attorneys, their substitutes, or any of them, may lawfully do by
virtue hereof.
(1) Election of eight (8) Directors: David W. Biegler,
Barry J. Galt, Dean P. Guerin, Jess T. Hay, Edmund M. Hoffman,
Ray J. Pulley, Timothy R. Wallace and W. Ray Wallace.
___
/___/ FOR all nominees listed above (except as marked to
the contrary)
___
/___/ WITHHOLD AUTHORITY to vote for all nominees listed
above
INSTRUCTION: To withhold authority to vote for one or more,
but not all, of the above-named nominees, check the box before
"FOR" and indicate your desire to withhold such authority by
drawing a line through the name(s) of such nominee(s).
(2) In their discretion on such other matters as may
properly come before the meeting.
(Please sign on reverse side)
<PAGE>
[BACK SIDE OF PROXY CARD]
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE NAMED
NOMINEES FOR DIRECTOR.
Date Signed:
Signature(s):
Please sign exactly as your name
appears on the proxy. If your
stock is jointly owned, both
parties must sign. Fiduciaries and
representatives should so indicate
when signing, and when more than
one is named, a majority should
sign. If signed by a corporation,
its seal should be affixed.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
