-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIyIveuTrY2HjNC3bIjjiARHoeXzs6vw7kTxP/H2IpyaHLYOlGKbwzVZzOZRYUen rPIyQ5odcreaKBLBg3VV5w== 0000950144-97-003810.txt : 19970407 0000950144-97-003810.hdr.sgml : 19970407 ACCESSION NUMBER: 0000950144-97-003810 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970509 FILED AS OF DATE: 19970404 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEIST C H CORP CENTRAL INDEX KEY: 0000046653 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 160803301 STATE OF INCORPORATION: NY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10893 FILM NUMBER: 97575303 BUSINESS ADDRESS: STREET 1: 810 NORTH BELCHER ROAD CITY: CLEARWATER STATE: FL ZIP: 34625 BUSINESS PHONE: 8134615656 MAIL ADDRESS: STREET 1: 45 ANDERSON ROAD CITY: BUFFALO STATE: NY ZIP: 14225 DEF 14A 1 C. H. HEIST CORP. NOTICE AND PROXY STATEMENT 1 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 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
C.H. HEIST CORP. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 C.H. HEIST CORP. ------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MAY 9, 1997 To the Shareholders: The 1997 Annual Meeting of Shareholders of C.H. Heist Corp. (the "Company") will be held at the Clearwater Beach Hotel, 500 Mandalay Ave, Clearwater Beach, Florida 34630, on Friday, May 9, 1997, at 11:30 A.M. local time, for the following purposes: 1. To elect seven Directors of the Company, each of whom is to hold office until the next Annual Meeting of Shareholders and until the due election and qualification of his successor; 2. To ratify the selection by the Board of Directors of the firm of KPMG Peat Marwick LLP as independent certified public accountants for the Company and its subsidiaries for the fiscal year 1997; and 3. To transact such other business as may properly come before the meeting and any adjournment or adjournments thereof. The shareholders of record at the close of business on March 27, 1997, will be entitled to notice of, and to vote at, the meeting or any adjournments thereof. If you cannot personally attend the meeting, it is requested that you promptly fill in, sign and return the enclosed proxy, which needs no postage if mailed in the United States. By order of the Board of Directors Isadore Snitzer Secretary Dated: April 4, 1997 3 C.H. HEIST CORP. ------------------------- PROXY STATEMENT ------------------------- The enclosed proxy is solicited by the Board of Directors of C.H. Heist Corp. (the "Company") to be voted at the 1997 Annual Meeting of Shareholders to be held at the Clearwater Beach Hotel, 500 Mandalay Ave, Clearwater Beach, Florida 34630, on Friday, May 9, 1997, at 11:30 A.M., and at any adjournment or adjournments thereof. Only shareholders of record as of the close of business on March 27, 1997, are entitled to notice of, and to vote at, the meeting or any adjournments thereof. On March 27, 1997, the Company had outstanding voting securities consisting of 2,876,873 shares of Common Stock, par value $.05 per share. ("Common Shares"). Each share is entitled to one vote. Shares cannot be voted at the meeting unless the shareholder is present or represented by proxy. The cost of soliciting proxies will be borne by the Company. In addition to the use of mails, proxies may be solicited, personally or by telephone or facsimile transmission, by officers, directors and regular employees of the Company. The Company will also request securities brokers, custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and will reimburse them for their reasonable out-of-pocket expenses in forwarding such material. Any shareholder executing the accompanying form of proxy has the power to revoke it at any time prior to its exercise in person at the 1997 Annual Meeting of Shareholders or by written notification to the Secretary of the Company. Every properly signed proxy will be voted unless previously revoked if the proxy is returned to the Company properly executed and in sufficient time to permit the necessary examination and tabulation of the proxy before a vote is taken. The Company's address is 810 North Belcher Road, Clearwater, Florida 34625, and its telephone number is (813) 461-5656. This Proxy Statement and the enclosed proxy will be mailed to shareholders on or about April 4, 1997. ITEM 1 -- ELECTION OF DIRECTORS NOMINEES FOR DIRECTORS Seven Directors are to be elected at the meeting, each to serve until the next annual meeting of shareholders and until the Director's successor shall have been elected and shall have qualified. It is intended that the shares represented by proxies solicited by the Board of Directors will be voted for the seven nominees for Director of the Company hereinafter named, unless authority to vote for one or more nominees is withheld. If for any reason any of said nominees shall become unavailable for election, which is not now anticipated, the proxies will be voted for a substitute nominee designated by the Board of Directors. Six Directors were elected to the Board of Directors at the 1996 Annual Meeting of Shareholders and four are nominees for re-election at the 1997 Annual Meeting of Shareholders. Three new directors will stand for election in 1997. 4 The following table sets forth certain information about each nominee for election to the Board of Directors:
FIRST BECAME NAME PRINCIPAL OCCUPATION AGE A DIRECTOR - ---- -------------------- --- ------------ Charles H. Heist.................... Chairman of the Board of Directors, 46 1978 President and CEO of the Company John L. Rowley...................... Chief Financial Officer 53 1994 Chauncey D. Leake, Jr............... Financial/Business Consultant 69 1971 Charles E. Scharlau................. Chairman of the Board and Chief Executive 69 1980 Officer, Southwestern Energy Co. Ronald K. Leirvik................... President, RKL Enterprises 59 1996 Brian J. Lipke...................... Chairman of the Board, President, and CEO 45 1997 of Gibraltar Steel Corporation Richard W. Roberson................. President of Sand Dollar Partners, Inc. 50 1997
Charles H. Heist has been President of the Company and Chairman of the Board and Chief Executive Officer since November 1988. John L. Rowley became Vice President -- Finance and Chief Financial Officer of the Company in May, 1992. Prior to that he was Treasurer and Chief Accounting Officer of the Company from 1975 until his promotion in 1992. Mr. Leake has been a Financial/Business Consultant since October 1990. From March 1, 1988 to October 1990 he was Vice President of First Albany Companies, Inc., an investment banking firm. Prior to joining that firm, Mr. Leake was employed as a Vice President of Moseley Securities Corporation, a member of the New York Stock Exchange, Inc., which he was associated with for over five years. Mr. Scharlau is Chairman of the Board and Chief Executive Officer of Southwestern Energy Co., with which he has been associated for over five years. Since March 1995, Ronald K. Leirvik has been President of RKL Enterprises, which acquires and manages small to medium size manufacturing companies. From 1991 until March 1995 he was President, CEO, and a Director of RB&W Corporation, a leading manufacturer and distributor of industrial fasteners. The seven years prior to that he was Executive Vice President and General Manager of Moen, Inc. a leading manufacturer of faucets, shower valves, sinks and plumbing fixtures. Since 1982, Mr. Lipke has been President of Gibraltar Steel Corporation, a leading processor of value added steel products based on cold rolled strip and coated steel and heavy duty steel strapping. He is a member of the Northeast Regional Advisory Board of the Chase Manhattan Corporation; Chairman of the Board of Trustees of the Pension and Welfare Fund of UAW Local 85; and a member of the Board of Directors of the YMCA of Greater Buffalo, Childrens Hospital of Buffalo and Dunlop Tire Corporation. Mr. Roberson is President of Sand Dollar Partners, Inc. an investment and consulting firm. From 1993 to 1996 he was President-CEO of Visionwear, Inc, a retail superstore optical chain operating in the United States, which was sold in 1996. From 1980 to 1993 he was a Senior Vice President of Eckerd Corporation. He is a director of Trans Global System Inc. and the University of South Florida Foundation. Mr. Leirvik was added to the Board in November 1996. Messrs. Lipke and Roberson were added to the Board in February 1997, following the retirement of former directors Richard J. O'Neil and Willard F. Foster. INFORMATION ABOUT THE BOARD OF DIRECTORS During the Company's fiscal year ended December 29, 1996, the Board of Directors of the Company held a total of four regularly scheduled meetings and one special meeting. During fiscal 1996, each of the Directors attended all meetings of the Board and all meetings of all committees of the Board on which he served. Non-employee directors received an annual retainer of $10,000 during fiscal 1996. 2 5 The Board of Directors has executive, executive compensation and audit committees. During fiscal 1996, the executive committee held two meetings, the compensation committee met once and the audit committee met twice. The executive committee consisted of Messrs. Heist, Rowley and Foster. Mr. Roberson has replaced Mr. Foster on this committee. The compensation committee consisted of Messrs. Foster, Leake and Scharlau and authorizes the compensation for each executive officer. Mr. Leirvik has replaced Mr. Foster and Mr. Lipke has replaced Mr. Leake on this committee in 1997. The audit committee consisted of Messrs. O'Neil, Leake and Scharlau. Mr. Roberson has replaced Mr. O'Neil on this committee and Mr. Leirvik has been added. This committee monitors and reviews the financial controls, reporting procedures, and internal checks and balances of the Company as well as the independence and performance of its outside auditors. The Company does not have any standing nominating committee. 3 6 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth pertinent information concerning the ownership of shares by persons know to the Company to own beneficially as of the record date more than 5% of the outstanding shares of common stock of the Company. For the purpose of this proxy statement, beneficial ownership has the meaning given under the rules of the Securities and Exchange Commission relating to proxy statements and does not necessarily indicate economic interest. The beneficial ownership information presented herein is based upon information furnished by each person or contained in filings made with the Securities and Exchange Commission.
AMOUNT AND NATURE PERCENT NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS - ---------------- ----------------------- -------- C.H. Heist Trust.................................... 722,364(1)(2) 25.1% c/o Isadore Snitzer, Charles H. Heist, Clydis D. Heist and Willard F. Foster, Trustees 710 Statler Building Buffalo, New York 14202 Charles H. Heist.................................... 283,874(1)(3)(4) 9.8% c/o C.H. Heist Corp. 810 North Belcher Road Clearwater, Florida 34625 Victoria Hall....................................... 207,687(4)(5) 7.2% c/o C.H. Heist Corp. 810 North Belcher Road Clearwater, Florida 34625 Dixie Lea Clark..................................... 177,694(4)(5) 6.2% c/o C.H. Heist Corp. 810 North Belcher Road Clearwater, Florida 34625 Clydis D. Heist..................................... 347,654(4) 12.1% Trust For The Benefit Of Grandchildren Quest Advisory Corp................................. 190,630(6) 6.6% 1414 Avenue of the Americas New York, New York 10019
- --------------- (1) The 722,364 shares indicated are held of record in a trust created by Mr. C.H. Heist for the benefit of his family prior to his death in February 1983. The four trustees of the trust are Clydis D. Heist, Willard F. Foster, Charles H. Heist and Isadore Snitzer. Each of the trustees may be deemed to be the beneficial owner of the shares held in the trust as they share both voting and investment powers with respect to such shares pursuant to the terms of the trust. The trust will continue until the death of Mrs. Heist and the children of Mr. and Mrs. Heist. (2) Isadore Snitzer is also the beneficial and record owner of 2,022 shares (less than 1%). (3) Amount indicated includes options that are presently exercisable to purchase 9,853 shares and 274,021 shares owned directly by Mr. Heist. Mr. Heist is the Chairman of the Board, President and CEO of the Company. (4) There are nine Trusts created for the benefit of the children of Charles H. Heist and his sisters, Victoria Hall and Dixie Lea Clark. They also are trustees of the trusts. Each of the trustees may be deemed to be 4 7 the beneficial owner of the shares held in trust as they share both voting and investment powers with respect to such shares pursuant to the terms of the trusts. (5) The two daughters of C.H. Heist (deceased) and Clydis D. Heist are both of majority age and own their shares directly. The 207,687 shares owned by Victoria Hall and the 177,694 shares owned by Dixie Lea Clark do not include the 722,364 shares owned by the C.H. Heist Trust or the shares of the Trust for the children mentioned in footnote 4. Both daughters disclaim any beneficial ownership of such shares. (6) Quest Advisory Corp. is a registered investment advisor under the Investment Advisors Act of 1940 and is controlled by Charles M. Royce, its President. Mr. Royce disclaims beneficial ownership of the shares owned by Quest. SECURITY OWNERSHIP OF MANAGEMENT As of March 27, 1997, the Directors, individually, and all Directors and Officers of the Company as a group, respectively, owned beneficially the following amounts of common stock of the Company:
AMOUNT AND NATURE OF PERCENT NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - ------------------------ -------------------- -------- Charles H. Heist............................................ 283,874(1)(2)(3) 9.8% John L. Rowley.............................................. 22,359(3)(5) (4) Chauncey D. Leake, Jr....................................... 498 (4) Charles E. Scharlau......................................... 305 (4) Ronald K. Leirvik........................................... 100 (4) Brian J. Lipke.............................................. 100 (4) Richard W. Roberson......................................... 100 (4) All Officers and Directors (15 persons)..................... 1,464,611(6) 49.0%
- --------------- (1) Does not include the 722,364 shares held by the C.H. Heist Trust with respect to which Willard F. Foster, Charles H. Heist, Clydis D. Heist and Isadore Snitzer share voting and investment powers. See footnote (1) under "Security Ownership of Certain Beneficial Owners" above. (2) See footnotes (3) and (4) under "Security Ownership of Certain Beneficial Owners" above. Does not include 347,654 shares held in trust for the children of Charles H. Heist and his two sisters. (3) Executive Officer of the Company. (4) Less than 1%. (5) Amounts indicated are options that are presently exercisable. (6) Includes options that are presently exercisable to purchase 113,684 shares, and the 722,364 shares and 347,654 shares described in footnotes (1) and (4), under Security Ownership Of Certain Beneficial Owners". 5 8 COMPENSATION OF EXECUTIVE OFFICERS The following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to the Company and its subsidiaries for the last three fiscal years by the chief executive officer and the other four most highly compensated executive officers of the Company and its subsidiaries (the "Named Officers"). SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION(1) COMPENSATION --------------------------------- ------------ AWARDS ------------ SECURITIES FISCAL UNDERLYING NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2)(3) OPTIONS - --------------------------- ------ -------- ----------- ------------ Charles H. Heist(4)............................ 1996 $185,000 $ 74,600 -- Chairman of the Board 1995 $165,000 $ 25,000 -- President, CEO and Director 1994 $145,000 -- -- W. David Foster................................ 1996 $138,500 $101,313 -- President -- Chief Executive Officer 1995 $130,000 $ 29,000 7,000 Ablest Service Corp. 1994 $120,000 $ 55,440 16,000 John L. Rowley(4).............................. 1996 $127,000 $ 38,400 -- Chief Financial Officer 1995 $120,000 $ 18,000 6,000 C.H. Heist Corp. 1994 $112,000 -- 10,000 Duane F. Worthington II........................ 1996 $116,000 $ 40,385 -- Vice President -- Operations U.S. 1995 $110,000 $ 20,900 6,000 C. H. Heist Corp. 1994 $103,000 $ 24,926 5,000 Kurt R. Moore.................................. 1996 $104,000 $ 65,200 -- Executive Vice President 1995 $ 97,000 $ 20,600 5,000 Ablest Service Corp. 1994 $ 90,000 $ 39,600 11,000
- --------------- (1) The Company provides to certain of its officers income tax services and the use of Company cars. The amounts indicated do not include the cost to the Company of such benefits as management believes they do not exceed 10% of total salary and bonus of any individual. (2) Bonus for 1994 and 1995 was accrued based on the Company's Management Incentive Plan. See "Report on Executive Compensation". (3) Bonus for 1996 was accrued based on the Economic Value Added(R) (EVA(R)) Incentive Remuneration Plan adopted in 1995 for implementation starting January 1, 1996. See "Report on Executive Compensation." (4) Bonus for 1995 was a discretionary bonus granted by the Compensation Committee of the Board of Directors. See "Report on Executive Compensation." OPTION GRANTS During fiscal 1996, there were no options granted. 6 9 OPTION EXERCISES AND FISCAL YEAR-END VALUES The table below provides information with respect to unexercised options to purchase the Company's common stock granted under the Company's Option Plan to Named Officers and held by them on December 29, 1996. None of the Named Officers exercised any stock options during fiscal 1996. All options indicated are fully exercisable.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS NAME DECEMBER 29, 1996 AT DECEMBER 29, 1996 - ---- -------------------- -------------------- Charles H. Heist................................ 9,853 $ -0- W. David Foster................................. 31,660 $14,608 John L. Rowley.................................. 22,359 $11,320 Duane F. Worthington II......................... 17,289 $10,995 Kurt R. Moore................................... 18,972 $ 9,880
REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE The Compensation Committee is composed of three independent, non-employee directors. The committee approves the salaries of executive officers and monitors the EVA(R) Incentive Remuneration Plan (EVA Incentive Plan), the Employees Incentive Stock Option Plan (Option Plan) and the EVA(R) Leveraged Stock Option Plan (Leveraged Option Plan). The latter was approved by the shareholders at the 1996 Annual Meeting of Shareholders. The EVA Incentive Plan was approved by the Board of Directors in 1995 and became effective in fiscal 1996. The Option Plan was approved by the Board of Directors and the shareholders of the Company and became effective in fiscal 1992. In light of the change in the Board of Directors in November 1996 and February 1997, compensation for the current year has been approved by the entire Board. In the future, review and approval of compensation will revert to the committee. The Company's compensation programs are designed to attract and retain qualified executives by providing competitive salaries and, through the EVA Incentive Plan, Option Plan and Leveraged Option Plan, link incentive compensation to both financial and EVA performance of the Company. The Company's executive compensation program consists of three key elements: (1) a base salary component, (2) an annual bonus component and (3) a long term stock option component. The policies with respect to each of these elements, as well as the basis for determining the compensation of the Chief Executive Officer of the Company, Charles H. Heist, are described below. Salary Component. The Chief Executive Officer did not receive a salary adjustment for 1997. He was eligible to receive incentive compensation under the EVA Incentive Plan and stock options under the Leveraged Option Plan. Both plans are formula plans based on achieving established performance targets of EVA. Mr. Heist received $74,600 in EVA incentive bonus for 1996. Of this amount $45,400 was in cash, $24,600 was deferred to future years under the terms of the EVA Incentive Plan and $4,600 was used to calculate the number of options received under the terms of the Leveraged Option Plan. No options were granted in 1996. Mr. Heist will receive options for 7,289 shares in 1997, under this plan. See "Summary Compensation Table". Salaries for the other executive officers of the Company for fiscal 1997 were increased by the Board of Directors based on recommendations made by the Chief Executive Officer. These increases ranged from 5.6% to 29.8%, with the average increase being approximately 13.2%. This compares to increases for fiscal 1996 for such officers ranging from 5.6% to 7% with the average increase for the year being 6.2%. With the planned spin-off and initial public offering of Ablest Service Corp., the temporary staffing subsidiary, salaries for the Chief Executive Officer and the Executive Vice President of Ablest were increased to align their salaries with salaries in the temporary staffing industry for comparable positions and responsibility. Their increases were 26.4% and 29.8% respectively. In awarding these increases, the Board considered the Company's financial 7 10 performance, the executive officers' individual contributions to such performance, and the competitiveness of the base salaries of these officers as compared to the base salaries of executives reflected in the William M. Mercer, Inc. and Watson Wyatt Data Services Top Management Report for 1996/1997. Incentive Plan. In 1996 the Board of Directors and the Compensation Committee approved, the adoption and implementation of an Economic Value Added ("EVA") Incentive Remuneration Plan (the "EVA Plan"). The EVA Plan will strengthen the alignment of interests between the Company's key employees and its shareholders through the use of EVA incentive compensation and the increased ownership by certain officers of shares of the Company's common stock. The purpose of the EVA incentive compensation plan is to provide incentive compensation to key employees in a form which relates their financial reward to an increase in value of the corporation to its shareholders. In general, EVA is the corporation's annual net operating profit after taxes, less a capital charge. The capital charge is intended to represent the return expected by the shareholders of the corporation. The Compensation Committee believes that EVA improvement is the financial performance measure most clearly correlated with increases in shareholder value. For each performance year there is a target EVA for the corporation and business unit. The target EVA is generally the average of the EVA for the prior year and the prior year target EVA, plus an expected improvement. If the EVA for the performance year equals the target EVA for the year, the participants will receive a cash bonus under the Plan. The amount of the bonus will vary according to the amount by which the actual EVA exceeds the target EVA, the participant's base salary, and other factors. For certain participants, a portion of the bonus will be applied to acquire options pursuant to the Leveraged Option Plan. If the EVA for the performance year is less than the target EVA for the year, less or no bonus would be paid under the Plan for that year. For fiscal 1996, incentive awards were accrued under the EVA Incentive Plan for the executive officers in the amount shown in the Summary Compensation Table. Of these amounts 67% was paid out in 1997 and 33% was deferred for future years under the terms of the EVA Incentive Plan. Option Plans. The Employee Stock Option Plan is intended to advance the interest of the Company and its shareholders by enhancing the Company's ability to attract and retain highly-qualified key employees and by providing an incentive to such employees to achieve the Company's long-term business plans and objectives. No options were granted to the Executive Officers under the Employee Stock Option Plan in fiscal 1996. The Leveraged Stock Option Plan is designed to align the interests between the Executive officers and the shareholders of the Company through the increased ownership by such officers of shares of the Company's common stock. An amount equal to 10% of each Executive officer's normal bonus calculated under the EVA Incentive plan is used in a formula under the Leveraged Stock Option Plan to determine the number of shares subject to an option to be granted. There were no options granted under the Leveraged Stock Option Plan during fiscal 1996. THE BOARD OF DIRECTORS Charles H. Heist John L. Rowley Charles E. Scharlau Chauncey D. Leake, Jr. Brian J. Lipke Richard W. Roberson Ronald K. Leirvik COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Board of Directors of the Company consists of Charles H. Heist, John L. Rowley, Chauncey D. Leake, Jr., Charles E. Scharlau, Ronald K. Leirvik, Brian J. Lipke, Richard W. Roberson, of whom Messrs. Lipke, Leirvik and Scharlau are members of the compensation committee for 1997. Two of the Company's facilities are presently leased on a month-to-month basis from a partnership, Colander Associates, the beneficial interests of which are held by members of the family of Mr. C.H. Heist (deceased), by Messrs. Willard F. Foster, Isadore Snitzer and Robert Goldsmith and by the Estate of Louis Borins. Both leases obligated the Company during fiscal 1996 to bear all expenses relating to the maintenance 8 11 of the properties and to pay all insurance premiums and real estate taxes and assessments. The Company paid approximately $44,600 under these leases (including $37,200 of fixed rents) for the fiscal year ended December 29, 1996. UNITED STATES EMPLOYEES' PENSION PLAN Since July 1, 1986, the Company has maintained the C.H. Heist Corp. United States Employees' Pension Plan ("Pension Plan"), a defined benefit retirement plan for the benefit of its eligible non bargaining unit United States employees and their beneficiaries. All non bargaining unit United States employees of the Company become participants in the Pension Plan upon completion of one year of eligibility service. All of the executive officers listed in the preceding Summary Compensation Table participate in the Pension Plan. The Pension Plan is a trusteed plan and is funded entirely by Company contributions. The Pension Plan is administered by a Committee appointed by the Company, consisting of Mark P. Kashmanian, John L. Rowley and Isadore Snitzer. The Pension Plan generally provides a monthly benefit at normal retirement (age 65) equal to 1 percent of an employee's average monthly compensation (as defined in the Pension Plan) during the employee's service, multiplied by the employee's years of credited service to a maximum of thirty. In general, the monthly compensation covered by the Pension Plan includes salary and bonuses. Credited service means an employee's service with the Company after July 1, 1986. An employee will be fully vested under the Pension Plan if the employee completes five years of vesting service after July 1, 1986. An employee may elect to retire under the Pension Plan after age 55 and completion of five years of vesting service. Benefits are reduced for an employee who elects the early retirement option as defined in the Pension Plan agreement. In addition, the Pension Plan provides for certain disability and death benefits. Under a defined benefit plan, contributions are not specifically allocated to individual participants. The table below shows estimated annual retirement benefits based on a 5.5% increase in annual compensation covered by the plan payable to each of the executive officers named above in the Summary Compensation Table, who retires at age 65 after the number of years of credited service indicated. The estimates assume that benefits commence at age 65 and that the employee elects to receive the benefits only during the employee's own lifetime rather than the joint lives of the employee and the employee's spouse.
AMOUNT OF REMUNERATION PAID FOR FISCAL YEAR ENDED DEC. 29, 1996 PROJECTED YEARS OF COVERED BY THE CREDITED SERVICE NAME OF INDIVIDUAL PENSION PLAN AT NORMAL RETIREMENT BENEFIT - ------------------ ---------------------- -------------------- ------- Charles H. Heist.............................. $160,000* 29 $43,900 W. David Foster............................... $160,000* 14 $17,300 John L. Rowley................................ $145,000 22 $29,300 Duane F. Worthington II....................... $136,900 30 $40,000 Kurt R. Moore................................. $124,600 30 $44,400
- --------------- * Maximum amount allowable under the Pension Plan. 9 12 COMMON STOCK PERFORMANCE The stock performance graph presented below compares the Company to the American Stock Exchange Market Value Index (a broad market index) and the American Stock Exchange Service Industry Index. The American Stock Exchange Service Industry Index is intended to provide a peer group comparison, to the extent possible. A search of publicly traded companies that was made for the Company by an independent consultant was able to discover only one company with the same mix of businesses as the Company (industrial maintenance and temporary staffing), and that company's capital structure was not comparable to the Company's. It was determined after an extensive search that the Company could not construct an appropriate peer group in the same industries because they would be over weighted to either Industrial Maintenance or Temporary Help. Having no appropriate alternative to use as a peer group, the AMEX Service Industry Index was selected. C.H. Heist Corp. is one of 139 companies that are included in the Service Industry Index.
Measurement Period C. H. Heist AMEX Mar- Amex Service (Fiscal Year Covered) Corp. ket Value Industry Dec91 100 100 100 Dec92 113 101 109 Dec93 109 121 142 Dec94 102 110 119 Dec95 100 139 147 Dec96 112 145 138
10 13 CERTAIN TRANSACTIONS Certain of the Company's Buffalo, New York facilities are leased from Mr. Charles H. Heist, Chairman of the Board, President and Chief Executive Officer of the Company, and his two sisters, Dixie Lea Clark and Victoria Hall. Under the lease, the Company is responsible for maintenance and all insurance premiums, assessments and taxes. Rents of approximately $92,000, including amounts paid for the foregoing purposes, were paid under the lease during the year ended December 29, 1996. BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under the securities laws of the United States, the Company's directors, its executive officers, and any persons holding more than 10% of its common stock are required to report their ownership of the Company's common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established, and the Company is required to report in this Proxy Statement any failure to file by these dates during 1996. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports are required, during the 1996 fiscal year all of these filing requirements were satisfied by the Company's directors, officers and 10% shareholders. ITEM 2 -- RATIFICATION OF AUDITORS KPMG Peat Marwick LLP audited the Company's financial statements for the fiscal year ended December 29, 1996 and has been selected by the Board of Directors to audit the Company's financial statements for the current fiscal year. KPMG Peat Marwick LLP and its predecessors have audited the Company's financial statements annually since 1969 and such firm is considered well qualified by management and the Board of Directors. KPMG Peat Marwick LLP is a member of the Securities and Exchange Commission Practice Section of the American Institute of Certified Public Accountants -- Division of C.P.A. firms and accordingly, has periodic Peer Reviews which consist of a review of the quality of its accounting and auditing practice by another C.P.A. firm. A representative of KPMG Peat Marwick LLP is expected to attend the meeting and will have an opportunity to make a statement or respond to appropriate questions from shareholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY. ANNUAL REPORT The Annual Report of the Company to the Shareholders for the fiscal year ended December 29, 1996, including financial statements, is included with this proxy solicitation material. On written request, the Company will provide without charge to each record or beneficial holder of the Company's common stock as of March 27, 1997, a copy of the Company's Annual Report on Form 10-K for the year ended December 29, 1996, as filed with the Securities and Exchange Commission. Requests may be directed to Mr. John L. Rowley, Chief Financial Officer, C.H. Heist Corp., 810 North Belcher Road, Clearwater, Florida 34625 or by fax at 813-447-1146. SHAREHOLDER PROPOSALS Any shareholder proposal intended to be presented at the Company's 1998 Annual Meeting of Shareholders must be received by the Company at its principal executive offices located at 810 North Belcher Road, Clearwater, Florida 34625 by the close of business on December 4, 1997, in order to be timely received for inclusion in the Company's proxy statement and form of proxy for that meeting. 11 14 OTHER MATTERS Under New York law and the Company's Certificate of Incorporation, broker non votes and abstaining votes will not be counted in favor of, or against, election of any nominee for director or for or against the proposal to approve the appointment of KPMG Peat Marwick LLP as independent certified public accountants. The Company is unaware of any matter, other than those mentioned above, that will be brought before the meeting for action. If any other matters are brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment in respect to such matters. It is important that your proxy be returned promptly no matter how small or how large your holding may be. Shareholders who do not expect to attend in person are urged to execute and return the enclosed form of proxy. Shares represented by each proxy will be voted as directed, but if not otherwise specified, will be voted for the election of the nominees for Directors, and for the ratification of the appointment of the independent certified public accountants for the Company for 1997. Dated: April 4, 1997 C.H. HEIST CORP. 12 15 APPENDIX PROXY C.H. HEIST CORP. 810 NORTH BELCHER ROAD CLEARWATER, FLORIDA 34625 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints CHARLES H. HEIST and JOHN L. ROWLEY as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as designated below, all of the common shares of the C.H. HEIST CORP. held of record by the undersigned on March 27, 1997, at the annual meeting of the shareholders to be held on May 9, 1997, or any adjournment thereof. 1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Charles H. Heist, John L. Rowley, Chauncey D. Leake, Jr., Charles E. Scharlau, Ronald K. Leirvik, Brian J. Lipke, and Richard W. Roberson. (INSTRUCTION:To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) - -------------------------------------------------------------------------------- 2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP as the independent certified public accountants for the corporation. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. (CONTINUED ON OTHER SIDE) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR Proposals 1 and 2. Dated:, 1997 -------------------------------- -------------------------------- Signature(s) When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership named by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
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