POE & BROWN, INC.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Poe & Brown, Inc.
(Name of Registrant as Specified In Its Charter)
_____________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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[X] No fee required.
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(2) Aggregate number of securities to which transaction
applies:
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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):
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[ ] Check box if any part of the fee is offset as provided by
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previous filing by registration statement number, or the
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March 24,1998
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders
of Poe & Brown, Inc. (the "Company"), which will be held at the
Company's executive offices at 220 South Ridgewood Avenue,
Daytona Beach, Florida, on Wednesday, April 29, 1998, at 9:00
a.m.
The notice of meeting and proxy statement on the following
pages cover the formal business of the Meeting. Whether or not
you expect to attend the Meeting, please sign and return your
proxy card promptly in the enclosed envelope to assure that your
stock will be represented at the Meeting. If you decide to
attend the Annual Meeting and vote in person, you will, of
course, have that opportunity.
Your continuing interest in the business of the Company is
gratefully acknowledged. We hope many shareholders will attend
the Meeting.
Sincerely,
/s/ J. HYATT BROWN
J. Hyatt Brown
Chairman of the Board, President
and Chief Executive Officer
POE & BROWN, INC.
220 South Ridgewood Avenue 401 E. Jackson
Street, Suite 1700
Daytona Beach, Florida 32114 Tampa, Florida 33602
____________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 1998
The Annual Meeting of Shareholders of Poe & Brown, Inc. will
be held in the fourth floor conference room of the Company's
executive offices at 220 South Ridgewood Avenue, Daytona Beach,
Florida, on Wednesday, April 29, 1998, at 9:00 a.m., for the
following purposes:
1. To elect eight (8) directors;
2. To approve a proposal to amend the Company's
Articles of Incorporation to increase the number of
shares of the Company's authorized common stock from
18,000,000 to 70,000,000;
3. To approve an amendment to the Company's 1990
Employee Stock Purchase Plan to reserve an additional
375,000 shares of common stock for issuance thereunder;
4. To approve an amendment to the Company's Stock
Performance Plan to reserve an additional 300,000
shares of common stock for issuance thereunder;
5. To transact such other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 6, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting.
Shareholders are requested to vote, date, sign and promptly
return the enclosed proxy in the envelope provided for that
purpose, whether or not they intend to be present at the meeting.
By Order of the Board of Directors
/s/ LAUREL L. GRAMMIG
Laurel L. Grammig
Secretary
Tampa, Florida
March 24, 1998
POE & BROWN, INC.
PROXY STATEMENT
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION
This Proxy Statement is first being sent to shareholders on
or about March 24, 1998 in connection with the solicitation of
proxies by the Board of Directors of Poe & Brown, Inc. (the
"Company"), to be voted at the Annual Meeting of Shareholders to
be held at the Company's executive offices in Daytona Beach,
Florida at 9:00 a.m. on Wednesday, April 29, 1998, and at any
adjournment thereof (the "Meeting"). The close of business on
March 6, 1998 has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting. At the close of business on the record date, the
Company had outstanding 13,221,016 shares of $.10 par value
common stock, entitled to one vote per share.
Shares represented by duly executed proxies in the
accompanying form received by the Company prior to the Meeting
will be voted at the Meeting. If a shareholder specifies in the
proxy a choice with respect to any matter to be acted upon, the
shares represented by such proxy will be voted as specified. If
a proxy card is signed and returned without specifying a vote or
an abstention on any proposal, the shares represented by such
proxy will be voted according to the recommendation of the Board
of Directors on that proposal. The Board of Directors recommends
a vote FOR the election of the directors and each of the other
proposals specified in this Proxy Statement. The Board of
Directors knows of no other matters that may be brought before
the Meeting. However, if any other matters are properly
presented for action, it is the intention of the named proxies to
vote on them according to their best judgment.
Shareholders who hold their shares through an intermediary
must provide instructions on voting as requested by their bank or
broker. A shareholder who signs and returns a proxy may revoke
it at any time before it is voted by taking one of the following
three actions: (i) giving written notice of the revocation to the
Secretary of the Company; (ii) executing and delivering a proxy
with a later date; or (iii) voting in person at the Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated
by the Company's transfer agent, First Union National Bank of
North Carolina, and by one or more inspectors of election
appointed at the Meeting, who will also determine whether a
quorum is present for the transaction of business.
A shareholder who abstains from voting on any proposal will
be included in the number of shareholders present at the Meeting
for the purpose of determining the presence of a quorum.
Abstentions will not be counted either in favor of or against the
election of the nominees for director or any of the other
proposals. Brokers holding stock for the accounts of their
clients who have not been given specific voting instructions as
to a matter by their clients, may vote their clients' proxies in
their own discretion.
The expense of preparing, printing and mailing proxy
materials to shareholders of the Company will be borne by the
Company. In addition to solicitations by mail, regular employees
of the Company may solicit proxies on behalf of the Board of
Directors in person or by
telephone. The Company has also retained Corporate Investor
Communications, Inc., of Carlstadt, New Jersey, to aid solicitation
by mail for a fee of approximately $4,500, which will be paid by the
Company. The Company will also reimburse brokerage houses and other
nominees for their expenses in forwarding proxy material to beneficial
owners of the Company's stock.
The executive offices of the Company are located at 220
South Ridgewood Avenue, Daytona Beach, Florida 32114 (telephone
number (904) 252-9601) and 401 East Jackson Street, Suite 1700,
Tampa, Florida 33602 (telephone number (813) 222-4100).
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 6, 1998,
information as to the Company's common stock beneficially owned
by (i) each director of the Company, (ii) each executive officer
named in the Summary Compensation Table, (iii) all directors and
executive officers of the Company as a group, and (iv) any person
who is known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of the Company's common stock.
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1)(2) Percent
________________________ _________________________ _______
J. Hyatt Brown(3) 2,800,066 21.2%
220 South Ridgewood Avenue
Daytona Beach, Florida 32114
Samuel P. Bell, III(4) 1,500 *
Bradley Currey, Jr. (5) 37,500 *
Jim W. Henderson(6) 121,837 *
Kenneth E. Hill(7) 6,048 *
Theodore J. Hoepner 1,500 *
David H. Hughes 1,500 *
Jan E. Smith 1,905 *
William A. Zimmer 2,497 *
Laurel L. Grammig 7,644 *
T. Rowe Price Associates, Inc.(8) 1,497,900 11.3%
100 E. Pratt Street
Baltimore, MD 21202
All directors and executive
officers as a group (10 persons) 2,981,997 22.6%
________________
*Less than 1%
(1) Beneficial ownership of shares, as determined in accordance
with applicable Securities and Exchange Commission rules,
includes shares as to which a person has or shares voting
power and/or investment power. The Company has been informed
that all shares shown are held of record with sole voting
and investment power, except as otherwise indicated. All
share numbers reflect a three-for-two stock split effected
by the Company on February 27, 1998.
(2) The number and percentage of shares owned by the following
persons include the indicated number of shares owned through
the Company's 401(k) Plan as of December 31, 1997: Mr.
Henderson - 50,071; Ms. Grammig - 2,382; all directors and
officers as a group - 52,453. The number and percentage of
shares owned by the following persons include the indicated
number of shares which such persons have been granted under
the Company's Stock Performance Plan as of December 31, 1997
and which have satisfied the first condition for vesting:
Mr. Henderson - 15,000; Ms. Grammig - 3,000; Mr. Zimmer -
2,184; all officers and directors as a group - 20,184.
These Stock Performance Plan shares have voting rights, but
the holders thereof have no power to sell or dispose of the
shares, and the shares are subject to forfeiture. See
"Executive Compensation - Long-Term Incentive Plans - Awards
in Last Fiscal Year."
(3) Mr. Brown's ownership includes 72,334 shares owned by a son
sharing his household, as to which beneficial ownership is
disclaimed. Mr. Brown owns 2,727,732 shares in joint tenancy
with his wife, and these shares have shared voting and
investment power.
(4) All shares are held in joint tenancy with Mr. Bell's wife,
and these shares have shared voting and investment power.
(5) Mr. Currey's ownership includes 36,000 shares held of record
by his Individual Retirement Account.
(6) Mr. Henderson's ownership includes 1,500 shares owned by a
daughter sharing his household, as to which beneficial
ownership is disclaimed.
(7) All shares are owned by Mr. Hill's spouse, and he disclaims
beneficial ownership of these shares.
(8) Based upon information contained in a report filed by T.
Rowe Price Associates, Inc. ("Price Associates") with the
Securities and Exchange Commission, these securities are
owned by various individuals and institutional investors,
including T. Rowe Price Small Cap Value Fund (which owned
979,350 shares, representing 7.4% of the shares
outstanding), for which Price Associates serves as
investment adviser with power to direct investments and/or
sole power to vote the securities. Under Securities and
Exchange Commission rules, Price Associates is deemed to be
a beneficial owner of such securities; however, Price
Associates disclaims beneficial ownership of such
securities.
MANAGEMENT
Directors and Executive Officers
Set forth below is certain information concerning the
Company's directors and executive officers. All directors and
officers hold office for one-year terms or until their successors
are elected and qualified.
Year First Became
Name Positions Age a Director
______________ ___________ ____ _________________
J. Hyatt Brown Chairman of the Board, President 60 1993
and Chief Executive Officer
Jim W. Henderson Executive Vice President, 51 1993
Assistant Treasurer and Director
Kenneth E. Hill Executive Vice President and 60 1993
Director
Samuel P. Bell,III Director 58 1993
Bradley Currey, Jr. Director 67 1995
Theodore J. Hoepner Director 56 1994
David H. Hughes Director 54 1997
Jan E. Smith Director 58 1997
William A. Zimmer Vice President, Chief Financial 31 ---
Officer and Treasurer
Laurel L. Grammig Vice President, Secretary and 39 ---
General Counsel
J. Hyatt Brown. Mr. Brown has been the President and Chief
Executive Officer of the Company since April 1993, and the
Chairman of the Board of Directors since October 1994. Mr. Brown
has been President and Chief Executive Officer of Brown & Brown,
Inc., now a subsidiary of the Company, since 1961. He was a
member of the Florida House of Representatives from 1972 to 1980,
and Speaker of the House from 1978 to 1980. Mr. Brown serves on
the Board of Directors of SunTrust Banks, Inc., SunTrust Bank,
East Central Florida, N.A., International Speedway Corporation,
The FPL Group, Inc., BellSouth Corporation, Rock-Tenn Company,
and First Floridian Auto and Home Insurance Company. He also
serves on the Board of Trustees of Stetson University.
Jim W. Henderson. Mr. Henderson served as Senior Vice
President of the Company since April 1993, and was elected
Executive Vice President in January of 1995. He has served as
Senior Vice President of Brown & Brown, Inc. since 1989. He also
served as Chief Financial Officer of Brown & Brown from 1985
through 1989.
Kenneth E. Hill. Mr. Hill has been Executive Vice
President of the Company since April 1993. He has served as
Executive Vice President of Brown & Brown, Inc. since 1981.
Samuel P. Bell, III. Mr. Bell has been a shareholder of the
law firm of Pennington, Moore, Wilkinson, Bell & Dunbar, P.A.
since January 1, 1998 and also serves as Of Counsel to the law
firm of Cobb, Cole & Bell. Prior to that, he was a shareholder
and managing partner of Cobb Cole & Bell. He has served as
counsel to Brown & Brown, Inc. since 1964. Mr. Bell was a member
of the Florida House of Representatives from 1974 to 1988.
Bradley Currey, Jr. Mr. Currey has been Chief Executive
Officer of Rock-Tenn Company, a manufacturer of packaging and
recycled paperboard products, since 1989, and has served as
Chairman of the Board of Rock-Tenn since 1993. He also
previously served as President (1978-1995) and Chief Operating
Officer (1978-1989) of Rock-Tenn. Mr. Currey is a member of the
Board of Directors of Genuine Parts Company and is the Chairman
of the Board of Trustees of Emory University. He is also a past
Chairman of the Federal Reserve Bank of Atlanta.
Theodore J. Hoepner. Mr. Hoepner has been the Chairman of
the Board, President and Chief Executive Officer of SunTrust
Banks of Florida, Inc. since September 1, 1995. From 1990
through August 1995, he served as Chairman of the Board,
President and Chief Executive Officer of SunBank, N.A. From 1983
through 1990, he was the Chairman of the Board and Chief
Executive Officer of SunBank/Miami, N.A.
David H. Hughes. Mr. Hughes became a director of the
Company on October 30, 1997. He has been President of Hughes
Supply, Inc. since 1972, and has served as Chief Executive
Officer since 1974 and Chairman of the Board of Directors since
1986. Mr. Hughes is a member of the Board of Directors of
SunTrust Banks, Inc., Orlando Regional Healthcare Systems, Arnold
Palmer Children's Hospital, Florida Tax Watch and Accord
Industries.
Jan E. Smith. Mr. Smith was elected to the Board of
Directors on October 30, 1997. He has served as President of Jan
Smith & Company, a commercial real estate and business investment
firm, since 1978. Mr. Smith is also the managing general partner
of Ramblers Rest Resort, Ltd., a recreational vehicle park in
Venice, Florida, and President of Travel Associates, Inc., which
owns and operates Trexler World Travel Service in Charlotte,
North Carolina. Mr. Smith also serves on the Board of Directors
of SunTrust Bank, Gulf Coast.
William A. Zimmer. Mr. Zimmer has been Vice President,
Chief Financial Officer and Treasurer of the Company since May
1997. Before joining the Company in 1996 as Assistant
Vice President of Finance, Mr. Zimmer was an Audit Manager with Price
Waterhouse LLP in Milwaukee, Wisconsin from 1989 to 1996.
Laurel L. Grammig. Ms. Grammig has been Secretary and
General Counsel of the Company since January 1994, and she became
a Vice President in April 1994. She was a partner of the law
firm of Holland & Knight from 1991 through 1993.
Meetings of the Board of Directors and Standing Committees
During 1997, the Company's Board of Directors held five
meetings. Each incumbent director attended at least 75% of the
total number of Board meetings and meetings of committees of
which he is a member.
The Company's Board of Directors has a Compensation
Committee and an Audit Committee. The Compensation Committee
currently consists of Samuel P. Bell, III (Chairman), J. Hyatt
Brown, Bradley Currey, Jr., Theodore J. Hoepner, David H. Hughes
and Jan E. Smith. The Compensation Committee recommends to the
Board base salary levels and bonuses for the Chief Executive
Officer and approves the guidelines used to determine salary
levels and bonuses for the other executive officers of the
Company. See "Executive Compensation _ Board Compensation
Committee Report on Executive Compensation." The Compensation
Committee also reviews and makes recommendations with respect to
the Company's existing and proposed compensation plans, and is
responsible for administering the Company's Amended 1989 Stock
Option Plan, the 1990 Employee Stock Purchase Plan, and the Stock
Performance Plan. The Compensation Committee met four times in
1997.
The members of the Audit Committee currently are Theodore J.
Hoepner (Chairman), Samuel P. Bell, III, Bradley Currey, Jr.,
David H. Hughes and Jan E. Smith. The duties of the Audit
Committee, which met four times during 1997, are to recommend to
the Board of Directors the selection of independent certified
public accountants, to meet with the Company's independent
certified public accountants to review the scope and results of
the annual audit, and to consider various accounting and auditing
matters related to the Company, including its system of internal
controls and financial management practices.
The Company does not have a nominating committee. This
function is performed by the Board of Directors.
Compensation of Directors
Directors who are not employees of the Company are paid
$3,000 for each Board meeting attended in person and $1,500 for
each Board meeting attended by telephone. Directors receive
$1,500 for each committee meeting attended if such meetings occur
other than in conjunction with regularly scheduled quarterly
Board meetings. In addition, directors are eligible to receive
grants of stock options under the Company's Amended 1989 Stock
Option Plan. No option grants were made to directors in 1997.
All directors receive reimbursement of reasonable out-of-pocket
expenses incurred in connection with meetings of the Board of
Directors. No director
who is an employee of the Company receives separate compensation
for services rendered as a director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers and directors, and
persons who own more than ten percent of the outstanding shares
of common stock of the Company, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
Officers, directors and ten percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section
16(a) reports they file.
Based solely on its review of the copies of such reports
received by it, and written representations from certain
reporting persons that no SEC Form 5s were required to be filed
by those persons, the Company believes that during 1997, its
officers, directors and ten percent beneficial owners timely
complied with all applicable filing requirements.
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by
the Company's Chief Executive Officer and the four other highest
paid executive officers (the "Named Executive Officers"), as well
as the Company's former Chief Financial Officer, for services
rendered to the Company for each of the three years in the period
ended December 31, 1997.
Summary Compensation Table
Annual Compensation
Other All Other
Name and Annual Compen-
Principal Compen- sation
Position Year Salary($) Bonus($) sation($)(1) ($)(2)
J. Hyatt Brown 1997 396,200 218,942 --- 6,400
Chairman of the Board, 1996 377,000 187,450 --- 6,000
President & Chief 1995 342,250 163,500 --- 6,000
Executive Officer
Jim W. Henderson 1997 271,936 148,000 --- 6,400
Executive Vice President 1996 247,500 144,000 --- 6,000
1995 225,000 136,000 --- 6,000
Kenneth E. Hill 1997 251,120 --- 250,874(3) 6,400
Executive Vice President 1996 309,753 --- 220,068(3) 6,000
1995 320,221 --- 118,000(3) 6,000
Laurel L. Grammig 1997 115,000 40,880 --- 5,993
Vice President, Secretary 1996 105,000 35,000 --- 5,600
& General Counsel 1995 100,000 25,000 --- 5,000
William A. Zimmer 1997 84,670 25,000 --- 3,435
Vice President, Chief 1996(4) 9,519 1,200 --- ---
Financial Officer
& Treasurer
James A. Orchard(5) 1997 110,850 --- --- 5,906
Former Vice President, 1996 95,500 36,800 --- 5,292
Chief Financial Officer 1995 81,677 32,000 --- 4,547
& Treasurer
__________
(1) See "Executive Compensation _ Long-Term Incentive Plans _
Awards in Last Fiscal Year" for a discussion of 1997 Stock
Performance Plan grants.
(2) Amounts represent the Company's profit sharing and 401(k)
plan matching contributions.
(3) Represents annual amounts accrued related to the deferred
compensation agreement for Mr. Hill. See "Executive
Compensation _ Employment and Deferred Compensation
Agreements."
(4) Mr. Zimmer joined the Company in November 1996.
(5) Mr. Orchard resigned his executive positions with the
Company effective April 30, 1997.
Option Grants in 1997
No stock options were granted to the Named Executive Officers in
1997.
Aggregate Option Exercises in 1997 and December 31, 1997 Option
Values
None of the Named Executive Officers exercised Company stock
options during the year ended December 31, 1997, and none of the
Named Executive Officers held unexercised Company stock options
as of December 31, 1997.
Long-Term Incentive Plans _ Awards in Last Fiscal Year
Grants of stock under the Company's Stock Performance Plan
are intended to provide an incentive for key employees to achieve
long-range performance goals of the Company, generally by
providing incentives to remain with the Company for a long period
after the grant date and by tying the vesting of the grant to
appreciation of the Company's stock price. The table below sets
forth the number of shares of performance stock granted to the
Named Executive Officers in 1997 and the criteria for vesting.
Performance or Other Period
Name Number of Shares(1)(2) Until Maturation or Payout(3)
____ ________________ __________________________
J. Hyatt Brown --- ---
Jim W. Henderson --- ---
Kenneth E. Hill --- ---
William A. Zimmer 2,730 15 years
Laurel L. Grammig --- ---
________________
(1) None of the shares of performance stock granted to Mr.
Zimmer has vested as of the date of this Proxy Statement. In
order for the grants described above to fully vest, Mr.
Zimmer would have to remain with the Company for a period of
15 years from the date of grant (subject to the exceptions
set forth in footnote (3) below) and the Company's stock
price would have to appreciate at a rate of 20% per year for
the five-year period beginning on the grant date in 1997.
For each 20% increase in the Company's stock price within
such five-year period, dividends will be payable to Mr.
Zimmer on 20% of the shares granted to him and Mr. Zimmer
will have the power to vote such shares. Mr. Zimmer will
not have any of the other indicia of ownership (e.g., the
right to sell or transfer the shares) until such shares are
fully vested. As of March 6, 1998, Mr. Zimmer had acquired
dividend and voting rights with respect to 2,184 of these
shares.
(2) The dollar value of the grant to Mr. Zimmer on the date of
grant was $50,500. This value represents the number of
shares granted multiplied by the closing market price of the
Company's common stock on The Nasdaq Stock Market, where the
Company shares were then traded, on the date of grant.
(3) If Mr. Zimmer's employment with the Company were to
terminate before the end of the 15-year vesting period, Mr.
Zimmer's interest in his shares would be forfeited unless
(i) his employment with the Company terminates as a result
of his death or disability, or (ii) the Compensation
Committee, in its sole and absolute discretion, waives the
conditions of the grant of performance stock.
Employment and Deferred Compensation Agreements
On April 28, 1993, J. Hyatt Brown, Kenneth E. Hill and Jim
W. Henderson all entered into similar employment agreements with
the Company. Each agreement may be terminated by either party
upon 30 days advance written notice. Compensation under these
agreements is at amounts agreed upon between the Company and each
employee from time to time. Additionally, for a period of three
years following the termination of employment, each agreement
prohibits the employee from directly or indirectly soliciting or
servicing the Company's customers.
Brown & Brown, Inc., now a subsidiary of the Company,
entered into a deferred compensation agreement with Kenneth E.
Hill, dated April 27, 1993. The agreement provides that upon Mr.
Hill's death, retirement, disability or other termination of
employment, $2,891,106 is to be paid to Mr. Hill or his designee
in ten equal annual installments, with no interest accruing, if
such an event were to occur on or before March 31, 1998. If such
an event occurs after March 31, 1998, the amount to be paid to
Mr. Hill shall be the greater of $3,307,761 or an amount that
varies based on the price of the Company's common stock.
Compensation Committee Interlocks and Insider Participation
The members of the Company's Compensation Committee during
1997 were Samuel P. Bell, III (Chairman), J. Hyatt Brown, Bradley
Currey, Jr., Theodore J. Hoepner, David H. Hughes and Jan E.
Smith. Mr. Brown is the Company's Chairman, President and Chief
Executive Officer.
During 1997, Samuel P. Bell, III was a shareholder of the
law firm of Cobb Cole & Bell, which performed services for the
Company in 1997. That firm is expected to continue to perform
legal services for the Company during 1998.
J. Hyatt Brown is a significant shareholder and a director
of Rock-Tenn Company, which is a customer of the Company. Rock-
Tenn's Chairman and Chief Executive Officer, Bradley Currey, Jr.,
is a director of the Company and a member of the Company's
Compensation Committee. During 1997, the Company received fees
and commissions from Rock-Tenn Company aggregating approximately
$1,287,000.
Theodore J. Hoepner is the Chairman of the Board, President
and Chief Executive Officer of SunTrust Banks of Florida, Inc.,
which is the parent company of SunTrust Bank, Central Florida,
N.A. In 1994, the Company established a $10 million line of
credit with SunTrust Bank, Central Florida, N.A. The Company
expects to continue to use SunTrust Bank, Central Florida, N.A.
during 1998 for some of its cash management requirements. J.
Hyatt Brown is a director of SunTrust Banks, Inc., the parent
company of SunTrust Banks of Florida, Inc., and a director of
SunTrust Bank, East Central Florida, N.A.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or
the Securities Exchange Act of 1934 that might incorporate future
filings, including this Proxy Statement, in whole or in part, the
following Board
Compensation Committee Report on Executive Compensation and
the Performance Graph shall not be incorporated by reference into
any such filings.
Board Compensation Committee Report on Executive Compensation
The Company's overall compensation philosophy is as follows:
- - Attract and retain high-quality people, which is crucial to
both the short-term and long-term success of the Company;
- - Reinforce strategic performance objectives through the use
of incentive compensation programs; and
- - Create a mutuality of interest between the executive
officers and shareholders through compensation structures that
share the rewards and risks of strategic decision-making.
Base Compensation. Salary levels for officers other than
the Chief Executive Officer are determined by the Chief Executive
Officer each year during the first quarter based upon the
qualitative performance of each officer during the previous year
and guidelines approved by the Compensation Committee. If an
officer has had no change in duties, the percentage of annual
salary increases for such officer generally ranges up to 5% of
base salary. Exceptional performance may merit an increase
larger than 5%.
Annual Bonuses. Bonuses for managers of the Company's
Retail Division profit centers are established by the profit
center manager from a bonus pool allocated to that manager's
profit center through a pre-determined formula. For 1997, in
each Retail Division profit center, the aggregate annual bonuses
to be allocated among the employees of that profit center ranged
from 3% to 12% of that profit center's operating profit before
interest, amortization and profit center bonus. The 3% bonus
level is met when the calculated operating profit is at least
18.5% of total revenues. For each approximate 1.3% increase in
operating profit, the profit center bonus increases 1%, up to 10%
for an operating profit percentage of 27.5%. If the profit
center's operating profit percentage is equal to or greater than
28%, the aggregate bonus will be the maximum profit center bonus
of 12% of the related operating profits. The annual bonus for
Mr. Henderson, who served primarily as the profit center manager
for the Daytona Beach retail operation, was established based on
a subjective allocation of the aggregate profit center bonus
earned by the Daytona Beach retail profit center.
The bonuses for the executive officers who are not profit
center managers are proposed by the Chief Executive Officer based
primarily on objective criteria, such as the earnings growth of
the Company as a whole or of the profit center in which such
officer is located, and a subjective analysis of the officer's
duties and performance. The proposed bonuses are reviewed by the
Committee and either approved or revised.
Long-Term Compensation. The Committee may also grant
incentive stock options and/or shares of performance stock to
officers and other key employees based upon salary levels, sales
production levels and performance evaluations. No stock options
were granted to executive officers in 1997. Grants of
performance stock were made in 1997 to certain of the Named
Executive Officers, as well as to other non-executive employees
of the Company. See "Executive Compensation _ Long-Term
Incentive Plans _ Awards in Last Fiscal Year."
CEO Compensation. With respect to the salary and bonus of
J. Hyatt Brown, the Chairman, President and Chief Executive
Officer of the Company, the Compensation Committee annually sets
these amounts by reference to the general operating performance
of the Company. The performance criteria most closely examined by
the Committee are improvements in the Company's earnings per
share and net income, as well as the continuing growth of the
Company's business. The Committee also considers salary levels
of chief executive officers in companies similar to the Company
and makes adjustments believed appropriate based upon the
differences in size of the peer companies as compared to the
Company. The Committee reports the salary and bonus amounts
recommended for the Chief Executive Officer to the full Board of
Directors and responds to questions, if any. At that time, the
Board may change salary levels or bonus amounts.
The $218,942 bonus recommended by the Committee (excluding
Mr. Brown, who did not participate in this determination) and
approved by the Board (excluding Mr. Brown) is 16.8% higher than
Mr. Brown's 1996 bonus. This increase reflects the 16.8%
increase in the Company's earnings per share over 1996. Mr.
Brown's 1997 salary was 5.1% higher than his 1996 salary.
The financial performance of the Company during 1997 was at
the expected budgeted levels, and the Committee took this into
consideration in establishing compensation levels.
COMPENSATION COMMITTEE
Samuel P. Bell, III (Chairman)
J. Hyatt Brown
Bradley Currey, Jr.
Theodore J. Hoepner
David H. Hughes
Jan E. Smith
PERFORMANCE GRAPH
The following graph is a comparison of five-year cumulative
total returns for the Company's common stock as compared with the
cumulative total return for The Nasdaq Stock Market (U.S.) Index,
the Standard & Poor's 500 Index, and a group of peer insurance
broker and agency companies (Aon Corporation, Arthur J. Gallagher
& Co., Hilb, Rogal and Hamilton Company, and Marsh & McLennan
Companies, Inc.). The returns of the companies have been
weighted according to their respective stock market
capitalizations as of January 1, 1997, for purposes of arriving
at a peer group average. The total return calculations are based
upon an assumed $100 investment on December 31, 1992, with all
dividends reinvested.
1992 1993 1994 1995 1996 1997
____ ____ ____ ____ ____ ____
Poe & Brown, Inc. 100 109.10 134.80 156.45 169.25 280.89
NASDAQ Stock Market (U.S.) 100 114.79 112.21 158.56 195.17 237.40
S&P 500 Index 100 107.06 105.41 141.37 170.01 222.72
Peer Group of Insurance
Agents and Brokers 100 94.40 95.63 130.17 157.39 220.60
The Company's common stock traded on The Nasdaq Stock Market
until December 8, 1997, when the Company effected a listing of
the stock on the New York Stock Exchange. The Nasdaq Stock Market
(U.S.) Index is included in the graph above for transitional
purposes. Henceforth, the Company will report the Standard &
Poor's 500 Index in the performance graph. In the peer group
index, Aon Corporation has replaced Alexander & Alexander
Services, Inc. ("A&A"), which had previously appeared in the
index. Aon Corporation acquired A&A in 1997.
The Company cautions that the stock price performance shown
in the graph should not be considered indicative of potential
future stock price performance.
PROPOSAL 1 - ELECTION OF DIRECTORS
The eight nominees for election as directors at the Meeting
are J. Hyatt Brown, Samuel P. Bell, III, Bradley Currey, Jr., Jim
W. Henderson, Kenneth E. Hill, Theodore J. Hoepner, David H.
Hughes and Jan E. Smith. Information concerning each of the
nominees is set forth under the caption "Management _ Directors
and Executive Officers." All nominees are now members of the
Board of Directors. If elected, each of the nominees will serve
a one-year term until the next Annual Meeting of Shareholders.
Approval of the election of directors will require a
plurality of the votes cast at the Meeting, provided a quorum is
present. Unless otherwise indicated, votes will be cast pursuant
to the accompanying proxy FOR the election of these nominees.
Should any nominee become unable or unwilling to accept
nomination or election for any reason, it is expected that the
resulting vacancy will not immediately be filled. The Board has
no reason to believe that any of the nominees will be unable or
unwilling to serve if elected.
PROPOSAL 2 - AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK
Description of Proposed Amendment
The Board of Directors of the Company has adopted an
amendment to the Company's Articles of Incorporation to increase
the number of shares of common stock, $.10 par value, authorized
for issuance from 18,000,000 shares to 70,000,000 shares. The
Board of Directors has directed that such proposed amendment be
submitted to the shareholders of the Company at the Meeting for
their approval.
Reasons for the Proposed Amendment
The number of authorized shares of common stock of the
Company is currently 18,000,000 shares. As of March 6, 1998,
13,221,016 shares of common stock were outstanding and 706,983
shares were reserved for issuance pursuant to the Company's
employee stock plans, leaving 4,072,001 unissued shares not
reserved.
The Board believes that it is prudent to have additional
authorized shares of common stock readily available for issuance
in connection with possible future acquisition transactions and
financings, as well as for issuance under employee benefit plans
and for other general corporate purposes. The proposed amendment
would also provide a reserve of shares available for issuance in
connection with possible stock splits or stock dividends.
Currently, the Company has no commitments requiring the
issuance of additional shares of common stock for these or other
purposes, other than possible future issuances pursuant to
existing share reservations for the Company's employee stock
plans. However, the Company is
continually involved in discussions with third parties concerning
possible acquisitions, some of which could involve the issuance of
additional shares. In addition, the Board of Directors has appointed
a special committee to evaluate whether it would be in the Company's
interests to adopt a shareholder rights plan. Such a plan could
provide management with an enhanced capacity to counteract the
efforts of unfriendly tender offerors through the issuance of
additional securities. A rights plan could also strengthen the
ability of the Board to resist undesirable takeovers and provide
maximum value for the Company's shareholders. No decision has
yet been made concerning whether to enact such a plan.
Having additional authorized shares of common stock
available for issuance in the future would allow the Board of
Directors to issue shares in acquisitions and through public and
private sales of securities without the delay and expense
associated with seeking shareholder approval (other than
shareholder approval required by applicable laws or the rules of
the New York Stock Exchange or any other national securities
exchange on which shares of the Company's common stock are then
listed). Elimination of such delays and the expense occasioned
by the necessity of obtaining shareholder approval will better
enable the Company to engage in acquisitions and take advantage
of changing market and financial conditions on a more competitive
basis, as determined by the Board of Directors.
Vote Required And Board Recommendation
Approval of the proposed amendment requires the affirmative
vote of owners of a majority of the outstanding shares of the
Company's common stock entitled to vote in person or by proxy at
the Meeting, at which a quorum is present and voting. The Board
of Directors unanimously approved the amendment and recommends
that shareholders vote FOR the proposal to amend the Articles of
Incorporation.
PROPOSAL 3 - AMENDMENT TO 1990 EMPLOYEE STOCK PURCHASE PLAN
General
On January 16, 1998, the Company's Board of Directors
amended the 1990 Employee Stock Purchase Plan (the "Purchase
Plan") and approved submission of the amendment to the
shareholders for their approval. The Purchase Plan was initially
adopted by the Board of Directors and approved by the
shareholders in 1990. The amendment to the Purchase Plan
increases the number of shares available for purchase under the
Purchase Plan from 375,000 to 750,000 shares. A copy of the
Purchase Plan may be obtained upon written request to the
Company's Corporate Secretary at the address listed on page 16.
Plan Description
The following summary describes the principal features of
the Purchase Plan. The purpose of the Purchase Plan is to
advance the interests of the Company and its shareholders by
facilitating the acquisition and ownership of shares of common
stock of the Company by
employees of the Company so that their proprietary interests
in the Company's continued success and their continuance as
employees may be encouraged.
The Purchase Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). Once
during each successive period of twelve calendar months, the
Company may make offerings to eligible employees to purchase
shares of the Company's common stock under the Purchase Plan.
With respect to each such offering, the Committee specifies a
calendar month in which eligible employees may elect to
participate in an offering (the "Offering Period") and the
maximum number of shares that may be purchased under the offering
by all eligible employees.
Any person who is employed by the Company on the first day
of the Offering Period other than (a) an employee whose customary
employment is 20 hours or less per week, and (b) an employee
whose customary employment is for not more than 5 months in any
calendar year, is eligible to participate in the Purchase Plan
beginning on the first day of the month following that person's
completion of 30 days employment with the Company. Directors who
are not officers or employees of the Company are not eligible to
participate in the Purchase Plan. In addition, no employee may
subscribe for any shares under the Purchase Plan if such
employee, immediately after such subscription, would own shares
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company. It is estimated that as
of December 31, 1997, approximately 1,000 individuals were
eligible to participate in the Purchase Plan.
All eligible employees may purchase shares during the twelve
calendar months beginning on the first day of the calendar month
immediately following the Effective Date (the "Purchase Period").
The Effective Date is the tenth business day of the first
calendar month immediately following the Offering Period
specified by the Committee. The purchase price for shares under
any offering is 85% of the lesser of (a) the fair market value of
the shares as of the Effective Date (the "Initial Offering
Price"), or (b) the fair market value of the shares as of the
last business day of the Purchase Period (the "Alternate Offering
Price"). As of March 6, 1998, the closing price for shares of
the Company's common stock on the New York Stock Exchange was
$38.00 per share.
Eligible employees may subscribe to purchase shares by
authorizing payroll deductions of not less than $2.00 per pay
period and not exceeding 10% of the employee's base pay. Payroll
deductions are made in approximately equal amounts for each
employee's pay period, which shall aggregate the purchase price
of the shares subject to subscription based on the Initial
Offering Price.
Subject to restrictions imposed by applicable law, if the
total number of shares that all eligible employees elect to
purchase under any offering exceeds the shares available for
purchase under that offering, the Committee makes a pro rata
allocation of all of the available shares among such
participating employees, based upon the ratio that the dollar
amount of each employee's subscription bears to the aggregate
dollar amount of all participating employees' subscriptions.
The Board of Directors may amend or terminate the Purchase
Plan at any time, except that the Board may not, without
shareholder approval, (a) increase the maximum number of shares
that may be purchased under the Purchase Plan, (b) reduce the
purchase price per share, or (c) make any change or addition that
is inconsistent with the requirements of applicable tax laws. No
amendment of the Purchase Plan, without the consent of the holder
of any outstanding subscription, may materially and adversely
affect such participating employee's rights with respect to such
subscription.
Because the purchase of shares under the Purchase Plan is
discretionary with all eligible employees and the valuation date
for the Company's securities under the Purchase Plan occurs at a
future date, the actual benefit or amounts that may be received
by or allocated to Company employees under the Purchase Plan
cannot be determined. Therefore, it would not be meaningful to
include information as to the amount or value of shares that
would be distributable to all employees, or to groups of
employees, or to any particular employee.
Vote Required and Board Recommendation
Of the 375,000 shares currently reserved under the Purchase
Plan, only 64,510 shares remained available for issuance as of
March 6, 1998. The Board of Directors believes that these shares
will be exhausted within the next two years and has adopted an
amendment to increase the number of shares that may be issued
under the Purchase Plan to 750,000. In all other respects, the
Purchase Plan will remain unchanged. The proposed amendment will
be approved if the votes cast by holders of shares represented at
the Meeting and entitled to vote favoring approval of the
amendment exceed the votes cast opposing approval of the
amendment. The Board of Directors unanimously approved the
amendment to the Purchase Plan and recommends a vote FOR the
proposal to approve the amendment.
PROPOSAL 4 - AMENDMENT TO STOCK PERFORMANCE PLAN
General
On January 16, 1998, the Company's Board of Directors
amended the Company's Stock Performance Plan (the "Performance
Plan") and approved submission of the amendment to the
shareholders for their approval. The Performance Plan was
initially adopted by the Board of Directors in 1995 and approved
by the shareholders in 1996. The amendment to the Performance
Plan increases the number of shares available for issuance under
the Performance Plan from 600,000 to 900,000. A copy of the
Performance Plan may be obtained upon written request to the
Company's Corporate Secretary at the address listed on page 16.
Plan Description
The following summary describes the principal features of
the Performance Plan. The purpose of the Performance Plan is to
attract and retain key employees, provide an incentive for key
employees to achieve long-range performance goals, and enable
such employees to share in the successful performance of the
Company's common stock, as measured against pre-established
performance goals.
The Performance Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"). Any full-
time salaried employee of the Company is eligible to receive a
grant of shares of the Company's common stock under the
Performance Plan ("Performance Stock"). Although the Performance
Plan does not restrict participation to any class of employees,
the Company expects that participation will be limited to a
select group of Company leaders (including non-executive
officers) deemed by the Committee to be key to the successful
operation of the Company. As of December 31, 1997, the Company
had 1,082 full-time equivalent employees, all of whom (other than
Committee members) were eligible to participate in the
Performance Plan.
An employee's interest in the shares of Performance Stock
granted to him or her will become fully vested and nonforfeitable
upon such employee's completion of fifteen years of continuous
service for the Company following the date of the grant, provided
any other conditions specified by the Committee have been
satisfied. If such employee's employment terminates before the
end of such fifteen-year period, the employee's interest in the
granted shares will be forfeited unless (i) the employee has
attained age 64, (ii) the employee's employment with the Company
terminates as a result of his or her death or disability, or
(iii) the Committee, in its sole and absolute discretion, waives
the conditions of the grant.
In its discretion, the Committee may make a grant of
Performance Stock effective only upon the satisfaction of one or
more additional conditions that the Committee deems appropriate
under the circumstances for key employees in general or for a key
employee in particular. Such conditions in the past have related
to objective standards for stock price appreciation, but future
grants may also be tied to employment performance or other
factors.
If a cash dividend is declared on a share of Performance
Stock after the date that any stock performance, employment or
other condition attached to the grant has been satisfied (the
"Condition Satisfaction Date"), but before the employee's
interest in the Performance Stock is forfeited or becomes fully
vested and nonforfeitable, the Company will pay the cash dividend
directly to the employee. If a stock dividend is declared on a
share of Performance Stock after the Condition Satisfaction Date,
but before the employee's interest in the Performance Stock is
forfeited or becomes fully vested and nonforfeitable, the stock
dividend will be treated as part of the grant of the related
Performance Stock, and the employee's interest in such stock
dividend will be forfeited or become nonforfeitable at the same
time as the Performance Stock with respect to which the stock
dividend was paid is forfeited or becomes nonforfeitable. An
employee will be allowed to exercise voting rights with respect
to a share of Performance Stock
after the Condition Satisfaction Date, but before the employee's
interest in the Performance Stock is forfeited or becomes fully
vested and nonforfeitable.
Shares of stock granted to an employee will cease to be
Performance Stock at such time as the employee's interest in such
shares becomes fully vested and nonforfeitable under the
Performance Plan, and the certificate representing such shares
will then be transferred to such employee. Shares subject to the
Performance Plan will be reserved to the extent the Company deems
appropriate from authorized but unissued shares of common stock
and from issued shares of common stock that have been reacquired
by the Company. Furthermore, any shares of Performance Stock
that are forfeited by employees under the Performance Plan shall
again become available for issuance under the Performance Plan.
If the Company agrees to sell all or substantially all of
its assets or agrees to any merger, reorganization, or other
corporate transaction in which its common stock is converted into
another security or into the right to receive securities or
property, and such agreement does not provide for the assumption
or substitution of shares of Performance Stock granted under the
Performance Plan, all such shares of Performance Stock will
become fully vested and nonforfeitable. In the event of a Change
in Control (as defined below), the Board of Directors has the
right to take such action with respect to any shares of
Performance Stock as the Board deems appropriate under the
circumstances. Furthermore, the Board of Directors has the right
to take different action with respect to different employees or
different groups of employees as the Board deems appropriate
under the circumstances. The term "Change in Control" means (i)
the acquisition of the power to direct, or cause the direction
of, the management and policies of the Company by a person or
entity not previously possessing such power, acting alone or in
conjunction with others, whether through ownership of stock, by
contract or otherwise, or (ii) the acquisition, directly or
indirectly, of the power to vote 20% or more of the Company's
outstanding common stock by a person, entity or group.
Notwithstanding the foregoing, all shares of Performance Stock
will become fully vested and nonforfeitable in the event of (a)
any tender or exchange offer for the Company's common stock
accepted by a majority of the shareholders of the Company, or (b)
the death of J. Hyatt Brown, the Company's Chairman, President
and Chief Executive Officer, and the subsequent sale of the
shares owned by Mr. Brown prior to his death.
The Performance Plan may be amended by the Board of
Directors, except that no amendment to the Performance Plan may
be made without the approval of the shareholders of the Company
if the effect of the amendment would be (i) to increase the
number of shares of stock reserved for issuance under the
Performance Plan, (ii) to change the class of employees eligible
for grants of Performance Stock or to otherwise materially modify
the requirements as to eligibility for participation in the
Performance Plan, or (iii) to otherwise materially increase the
benefits accruing to employees under the Performance Plan.
The Board of Directors may suspend the granting of
Performance Stock under the Performance Plan at any time and may
terminate the Performance Plan at any time, except that the Board
may not modify, amend or cancel any shares of Performance Stock
granted before such suspension or termination unless (i) the
employee to whom the Performance Stock has been
granted consents in writing to such modification, amendment or
cancellation, (ii) a dissolution or liquidation of the Company has
occurred, (iii) the amendment is made to reflect an equitable adjustment
for a change in the Company's capitalization (such as a stock split or
stock dividend), or (iv) the Company has engaged in a merger,
reorganization, sale of substantially all its assets, or similar
transaction, in which case the shares will either vest
immediately or appropriate provisions will be made for the
assumption or substitution of shares of Performance Stock.
No shares of Performance Stock may be granted on or after
the earlier of the following dates: (i) the tenth anniversary of
the effective date of the Performance Plan, in which event the
Performance Plan will otherwise continue in effect until all
Performance Stock theretofore granted has been forfeited or the
conditions for nonforfeitability have been completely satisfied;
or (ii) the date on which all the shares of stock reserved for
issuance under the Performance Plan have, as a result of the
satisfaction of the conditions for nonforfeitability, been issued
or no longer are available for use under the Performance Plan, in
which event the Performance Plan also will terminate on such
date.
Because the employees chosen to participate in the
Performance Plan, the number of shares to be issued to such
employees, and the conditions applicable to such grants are
within the sole and absolute discretion of the Committee, the
actual benefit or amounts that may be received by or allocated to
Company employees under the Performance Plan cannot be
determined. Therefore, it would not be meaningful to include
information as to the amount or value of shares that would be
distributable to all employees, or to groups of employees, or to
any particular employee.
Vote Required and Board Recommendation
Of the 600,000 shares currently reserved for issuance under
the Performance Plan, only 213,855 shares remained available for
grants as of March 6, 1998. The Board of Directors believes that
these shares may be exhausted within the next few years, and has
adopted an amendment to increase the number of shares that may be
issued under the Performance Plan to 900,000. In all other
respects, the Performance Plan will remain unchanged. The
amendment to the Performance Plan will be approved if the votes
cast by holders of shares represented at the Meeting and entitled
to vote favoring approval of the amendment exceed the votes cast
opposing approval of the amendment. The Board of Directors
unanimously approved the amendment to the Performance Plan and
recommends a vote FOR the proposal to amend the Performance Plan.
INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Representatives of Arthur Andersen LLP, independent public
auditors for the Company for fiscal 1997 and for the current
year, are expected to be present at the Meeting with the
opportunity to make a statement if they desire to do so and to
respond to appropriate questions posed by shareholders.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended for presentation at the
1999 annual meeting must be received by the Company on or before
November 23, 1998, in order to be included in the Company's proxy
statement and form of proxy for that meeting.
OTHER MATTERS
The Company will provide to any shareholder, upon the
written request of such person, a copy of the Company's Annual
Report on Form 10-K, including the financial statements and the
schedules thereto, for its fiscal year ended December 31, 1997,
as filed with the Securities and Exchange Commission pursuant to
Rule 13a-1 under the Securities Exchange Act of 1934. Any such
request should be directed to Poe & Brown, Inc., 401 East Jackson
Street, Suite 1700, Tampa, Florida 33602, Attention: Corporate
Secretary. No charge will be made for copies of such annual
report; however, a reasonable charge will be made for copies of
the exhibits.
By Order of the Board of Directors
/s/ LAUREL L. GRAMMIG
Laurel L. Grammig
Secretary
Tampa, Florida
March 24, 1998
POE & BROWN, INC.
220 South Ridgewood Avenue 401 East Jackson
Street, Suite 1700
Daytona Beach, Florida 32114 Tampa, Florida 33602
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Laurel L. Grammig and
William A. Zimmer, or either of them, as Proxies, each with the
power to appoint his or her substitute, and hereby authorizes
them or their substitutes to represent and to vote, as designated
below, all the shares of common stock of Poe & Brown, Inc. held
of record by the undersigned on March 6, 1998, at the Annual
Meeting of Shareholders to be held on April 29, 1998, or any
adjournments thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) ___ nominees listed
below ___
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below)
J. Hyatt Brown; Samuel P. Bell, III; Bradley Currey, Jr.;
Jim W. Henderson; Kenneth E. Hill; Theodore J. Hoepner;
David H. Hughes; Jan E. Smith
2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 18,000,000 TO 70,000,000
___ FOR ___ AGAINST ___ ABSTAIN
3. PROPOSAL TO AUTHORIZE 375,000 ADDITIONAL SHARES OF COMMON
STOCK FOR ISSUANCE UNDER THE COMPANY'S EMPLOYEE STOCK
PURCHASE PLAN
___ FOR ___ AGAINST ___ ABSTAIN
4. PROPOSAL TO AUTHORIZE 300,000 ADDITIONAL SHARES OF COMMON
STOCK FOR ISSUANCE UNDER THE COMPANY'S STOCK PERFORMANCE
PLAN
___ FOR ___ AGAINST ___ ABSTAIN
5. In their discretion the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted for Proposals 1-4.
Please sign exactly as name appears at left. 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 name by authorized
person.
DATED ______________________, 1998
___________________________________
Signature
_____________________________________
Signature if held jointly
PLEASE MARK , SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
