-----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, QwELHk5FrMlU1XidR+76afdQKSLEnc5krBQ0baSUb0RPYsgZfx9RWHAXoVmhJFg6 +kVCg4vdZjBMzBueJIAwTg== 0000950152-99-002619.txt : 19990330 0000950152-99-002619.hdr.sgml : 19990330 ACCESSION NUMBER: 0000950152-99-002619 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990429 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK OHIO HOLDINGS CORP CENTRAL INDEX KEY: 0000076282 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 346520107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-03134 FILM NUMBER: 99576671 BUSINESS ADDRESS: STREET 1: 23000 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2166927200 MAIL ADDRESS: STREET 1: 23000 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44117 FORMER COMPANY: FORMER CONFORMED NAME: PARK OHIO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GROWTH INTERNATIONAL INC DATE OF NAME CHANGE: 19730404 FORMER COMPANY: FORMER CONFORMED NAME: DISCOUNT CENTERS INC DATE OF NAME CHANGE: 19680605 DEF 14A 1 PARK-OHIO HOLDINGS CORP DEFINITIVE PROXY 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.
PARK-OHIO HOLDINGS CORP. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) XXXXXXXXXXXXXXXX (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 PARK-OHIO HOLDINGS CORP. 23000 EUCLID AVENUE EUCLID, OHIO 44117 NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the 1999 annual meeting of shareholders of Park-Ohio Holdings Corp., an Ohio corporation (the "Company"), will be held at Benedictine High School, 2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on Thursday, April 29, 1999, at 10:00 A.M., Cleveland Time, for the following purposes: 1. Election of Directors. To elect three directors, as set forth in the accompanying proxy statement, to serve for a term expiring at the annual meeting of shareholders in the year 2002; 2. Other Business. To act on such other matters as may be properly brought before the annual meeting or any adjournments, postponements or continuations thereof. Only shareholders of record at the close of business on March 5, 1999 are entitled to notice of and to vote at the meeting. All shareholders are invited to attend the annual meeting. To ensure your representation at the annual meeting, however, you are urged to mark, sign and return the enclosed proxy in the accompanying envelope, regardless of whether you expect to attend the annual meeting. No postage is required if mailed in the United States. Your proxy will not be used if you attend the annual meeting and vote in person. By Order of the Board of Directors RONALD J. COZEAN Secretary and General Counsel March 31, 1999 3 PARK-OHIO HOLDINGS CORP. PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 1999 GENERAL INFORMATION This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company to be voted at the annual meeting of shareholders of the Company to be held at Benedictine High School, 2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on Thursday, April 29, 1999, at 10:00 A.M., Cleveland Time, and any and all adjournments, postponements or continuations thereof. This proxy statement and the accompanying Notice of 1999 Annual Meeting of Shareholders and proxy are first being mailed to shareholders on or about April 1, 1999. A shareholder giving a proxy may revoke it, without affecting any vote previously taken, by a later appointment received by the Company or by giving notice to the Company in writing or in open meeting. Attendance at the meeting will not in itself revoke a proxy. Shares represented by properly executed proxies will be voted at the meeting. If a shareholder has specified how the proxy is to be voted with respect to a matter listed on the proxy it will be voted in accordance with such specifications, and if no specification is made the executed proxy will be voted "FOR" the election of the nominees for directors. The Company's Articles of Incorporation do not provide for cumulative voting in the election of directors. The record date for the determination of shareholders entitled to notice of and to vote at the 1999 annual meeting is March 5, 1999. As of March 5, 1999, there were issued and outstanding 10,792,256 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"). Each share has one vote. So far as the Company is aware, no matters other than those described in this proxy statement will be presented to the meeting for action on the part of the shareholders. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote the shares to which the proxy relates thereon in accordance with their best judgment. Abstentions and broker non-votes will be counted as present at the meeting for purposes of determining a quorum, but will not be counted as voting, except as otherwise required by law and indicated herein. The cost of soliciting proxies, including the charges and expenses incurred by persons holding shares in their name as nominee for the forwarding of proxy materials to the beneficial owners of such shares, will be borne by the Company. Proxies may be solicited by officers and employees of the Company, by letter, by telephone or in person. Such individuals will not be additionally compensated but may be reimbursed by the Company for reasonable out-of-pocket expenses incurred in connection therewith. In addition, the Company has retained Morrow & Co., Inc., a professional proxy soliciting firm, to assist in the solicitation of proxies and will pay such firm a fee, estimated to be $4,000, plus reimbursement of out-of-pocket expenses. 1 4 ELECTION OF DIRECTORS GENERAL The authorized number of directors of the Company is presently fixed at nine, divided into three classes of three members, respectively. The directors of each class are elected for three-year terms so that the term of office of one class of directors expires at each annual meeting. One vacancy presently exists in the class of directors whose term of office is due to expire at the 2001 annual meeting. The terms of office of Thomas E. McGinty, Kevin R. Greene and Felix J. Tarorick will expire on the day of the 1999 annual meeting, upon election of successors. The Board of Directors has nominated each such director to be re-elected for a three-year term and until his successor is elected and qualified. The persons named in the accompanying proxy will vote the proxies received by them (unless authority to vote is withheld) for the election of Thomas E. McGinty, Kevin R. Greene and Felix J. Tarorick. If any nominee is not available at the time of election, the proxy holders may vote in their discretion for a substitute or such vacancy may be filled later by the Board. The Company has no reason to believe any nominee will be unavailable. RECOMMENDATION AND VOTE REQUIRED The affirmative vote of a plurality of the shares of Common Stock represented at the meeting is required to elect Thomas E. McGinty, Kevin R. Greene and Felix J. Tarorick as directors of the Company to serve until the annual meeting of shareholders in the year 2002. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THOMAS E. MCGINTY, KEVIN R. GREENE AND FELIX J. TARORICK AS DIRECTORS. BIOGRAPHICAL INFORMATION Information is set forth below regarding the nominees for election and the directors who will continue in office as directors of the Company after the meeting, including their ages, principal occupations during the past five years and other directorships presently held. Also set forth is the date each was first elected as a director of the Company or a corporation that has been merged into the Company.
NOMINEES FOR ELECTION - ------------------------------------------------------------------------------------------------- PRINCIPAL OCCUPATION NAME AGE AND OTHER DIRECTORSHIPS ---- --- ------------------------------------------------------------ Kevin R. Greene+ 40 Director of the Company since 1998; Chairman and Chief Executive Officer of Value Investing Partners, Inc. (international investment banking firm) since 1992; formerly a management consultant with McKinsey & Company; President of Board of Trustees of Oratory Prep in Summit, NJ Thomas E. McGinty*+ 69 Director of the Company since 1986; President, Belvoir Consultants, Inc. (management consultants) since 1983 Felix J. Tarorick 56 Director of the Company since 1998; Vice Chairman of the Company since 1998 and Vice President of Operations of the Company since 1996; President of the Company's former Consumer Products Group from 1992 to 1995
2 5
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2000 - ---------------------------------------------------------------------------------------------------- PRINCIPAL OCCUPATION NAME AGE AND OTHER DIRECTORSHIPS ---- --- ------------------------------------------------------------ Matthew V. Crawford 29 Director of the Company since 1997; Assistant Secretary and Corporate Counsel of the Company since February, 1995; President of Crawford Container Company since 1991; Mr. E. Crawford is the father of Mr. M. Crawford Lewis E. Hatch, Jr.+# 72 Director of the Company since 1992; retired, former Chairman and Chief Operating Officer, Rusch International (international medical device company); Director, Teleflex, Incorporated and ImageMax, Inc. Lawrence O. Selhorst# 66 Director of the Company since 1995; Chairman of the Board and Chief Executive Officer of American Spring Wire Corporation (spring wire manufacturer) since 1968; former Chairman of the Board of RB&W Corporation from September, 1992 to March, 1995
DIRECTORS CONTINUING IN OFFICE WITH TERM EXPIRING IN 2001 - ---------------------------------------------------------------------------------------------------- PRINCIPAL OCCUPATION NAME AGE AND OTHER DIRECTORSHIPS ---- --- ------------------------------------------------------------ Edward F. Crawford* 59 Director, Chairman and Chief Executive Officer of the Company since 1992; President of the Company since 1997; Chairman and Chief Executive Officer, Crawford Group, Inc. (manufacturing businesses) since 1964; Director of Continental Global Group, Inc. James W. Wert*# 52 Director of the Company since 1992; retired, former Senior Executive Vice President and Chief Investment Officer, KeyCorp (financial services company) from August, 1995 to July, 1996; Chief Financial Officer, KeyCorp from 1994 to 1995; Vice Chairman and Chief Financial Officer, Society Corporation (financial services company) from 1990 to 1994; Director of Continental Global Group, Inc., Marlin Leasing Corporation and Paragon Corporate Holdings, Inc.
- --------------- * Member, Executive Committee + Member, Audit Committee # Member, Compensation Committee 3 6 PRINCIPAL SHAREHOLDERS The following table sets forth certain information with respect to beneficial ownership of the Common Stock of the Company by: (i) each person (or group of affiliated persons) known to the Company to be the beneficial owner of more than five percent of the outstanding Common Stock; (ii) each director of the Company; (iii) each Named Executive Officer individually; and (iv) all directors and executive officers of the Company as a group. Unless otherwise indicated, the information is as of March 1, 1999 and the nature of beneficial ownership consists of sole voting and investment power.
SHARES OF PERCENT NAME OF BENEFICIAL OWNER COMMON STOCK OF CLASS ------------------------ -------------------- -------- Edward F. Crawford.................................. 2,907,000(a)(b) 26.2% Matthew V. Crawford................................. 465,600(b)(c) 4.3% Thomas E. McGinty................................... 129,700(d) 1.2% Felix J. Tarorick................................... 92,500(c) * James W. Wert....................................... 60,000(d) * James S. Walker..................................... 57,600(c) * Lawrence O. Selhorst................................ 49,701(d) * Ronald J. Cozean.................................... 37,000(c) * Lewis E. Hatch, Jr.................................. 32,060(d) * Patrick W. Fogarty.................................. 24,000(c) * Kevin R. Greene..................................... 11,000(e) * Capital Research and Management Company............. 750,000(f) 7.0% Artisan Partners Limited Partnership................ 730,400(g) 6.8% Dimensional Fund Advisors, Inc...................... 704,561(h) 6.5% GAMCO Investors, Inc................................ 669,829(i) 6.2% Directors and executive officers as a group (11 persons).......................................... 3,803,161 33.6%
- --------------- * Less than one percent. (a) The total includes 2,525,000 shares over which Mr. E. Crawford has sole voting and investment power, 22,500 shares owned by L'Accent de Provence of which Mr. E. Crawford is President and owner of 25% of its capital stock and over which Mr. E. Crawford shares voting and investment power, 9,500 shares owned by Mr. E. Crawford's wife as to which Mr. E. Crawford disclaims beneficial ownership, and 300,000 shares subject to stock options currently exercisable. The address of Mr. E. Crawford is the business address of the Company. (b) Messrs. E. Crawford and M. Crawford have shared voting power and investment power with respect to 50,000 shares held by a charitable foundation. The 50,000 shares are included in the beneficial ownership amounts reported for both Mr. E. Crawford and Mr. M. Crawford. (c) The totals for Messrs. M. Crawford, Tarorick, Walker, Cozean, and Fogarty include 10,000 shares, 40,000 shares, 38,500 shares, 37,000 shares, and 24,000 shares, respectively, of Common Stock issuable pursuant to currently exercisable stock options. (d) Includes 18,000 shares of Common Stock issuable pursuant to currently exercisable stock options. 4 7 (e) Includes 6,000 shares of Common Stock issuable pursuant to currently exercisable stock options. (f) Based on information set forth on Schedule 13G dated February 8, 1999. Capital Research and Management Company ("Capital"), a registered investment adviser, reported no voting power and sole investment power over 750,000 shares, but disclaimed beneficial ownership of all such shares, as of December 31, 1998. The address for Capital is 333 South Hope Street, Los Angeles, California 90071. (g) Based on information set forth on Amendment No. 1 to Schedule 13G dated February 10, 1999. Artisan Partners Limited Partnership ("Artisan Partners") reported beneficial ownership of 730,400 shares as of December 31, 1998. Artisan Partners reported shared voting and investment power with respect to all such shares. The address for Artisan Partners is 1000 North Water Street, #1770, Milwaukee, Wisconsin 53202. (h) Based on information set forth on Amendment No. 2 to Schedule 13G dated February 11, 1999. Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment advisor, furnishes investment advice to four investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts (the "Portfolios"). Dimensional reported beneficial ownership of 704,561 shares as of December 31, 1998, all of which shares were held by the Portfolios. Dimensional reported sole voting and investment power with respect to all of such shares, but disclaimed beneficial ownership of all such shares. The address for Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. (i) Based on information set forth on Amendment No. 1 to Schedule 13D dated February 24, 1999. Includes 496,275 shares held by GAMCO Investors, Inc., 162,715 shares held by Gabelli Funds, LLC, 7,500 shares held by Gabelli Performance Partnership L.P., and 3,339 shares held by Mr. Mario J. Gabelli, as of February 23, 1999. Gabelli Funds, Inc. is the ultimate parent holding company for the above listed companies, and Mr. Mario J. Gabelli is the majority owner of Gabelli Funds, Inc. which has its principal business office at One Corporate Center, Rye, New York 10580. 5 8 CERTAIN MATTERS PERTAINING TO THE BOARD OF DIRECTORS BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors has established an Executive Committee, an Audit Committee, a Compensation Committee and an Outside Directors Committee. The Board has no standing nominating committee. During 1998, the Board held five meetings, the Audit Committee held two meetings, the Compensation Committee held one meeting, the Executive Committee and the Outside Directors Committee held no meetings. During 1998, each of the directors attended at least 75% of the meetings of the Board and of any committee on which he served. Except as otherwise provided in the Company Regulations, the Executive Committee has all powers and rights necessary to exercise the full authority of the Board of Directors in the management of the business and affairs of the Company when necessary in between meetings of the Board of Directors. The Executive Committee consists of Messrs. E. Crawford, McGinty and Wert, with Mr. McGinty as its chairman. The Audit Committee is primarily concerned with the effectiveness of the Company's accounting policies and practices, financial reporting and internal controls. The Audit Committee is authorized to: (i) make recommendations to the Board of Directors regarding the engagement of the Company's independent accountants; (ii) review the plan, scope and results of the annual audit, the independent auditors' letter of comments and management's response thereto, and the scope of any nonaudit services which may be performed by the independent auditors; (iii) manage the Company's policies and procedures with respect to internal accounting and financial controls; and (iv) review any changes in accounting policy. The Audit Committee consists of Messrs. Hatch, Greene and McGinty, with Mr. Hatch as its chairman. The Compensation Committee is authorized and directed to: (i) review and approve the compensation and benefits of the executive officers; (ii) review and approve the annual salary plans; (iii) review management organization and development; (iv) review and advise management regarding the benefits, including bonuses, and other terms and conditions of employment of other employees; and (v) administer any stock option plans which may be adopted and the granting of options under such plans. The Compensation Committee consists of Messrs. Hatch, Selhorst and Wert, with Mr. Selhorst as its chairman. The Outside Directors Committee is authorized to review corporate governance matters, including any potential conflict of interest that may arise involving certain, if any, employee directors. The Outside Directors Committee consists of Messrs. Greene, Hatch, McGinty, Selhorst and Wert, with Mr. Wert as its chairman. COMPENSATION OF THE BOARD OF DIRECTORS The Company compensates non-employee directors for serving on the Board of Directors and reimburses them for any expenses incurred in connection with Board of Directors meetings. During 1998, non-employee directors received compensation in the form of grants of options for 6,000 shares of Common Stock in accordance with the Company's 1996 Non-employee Director Stock Option Plan approved by the shareholders of the Company at the 1996 Annual Meeting. 6 9 EXECUTIVE COMPENSATION SUMMARY OF COMPENSATION The following table sets forth the respective amounts of compensation paid to the Chairman of the Board and Chief Executive Officer and the four other highest paid executive officers of the Company (collectively, the "Named Executive Officers") for each of the years indicated.
LONG-TERM ANNUAL COMPENSATION COMPENSATION --------------------------- SECURITIES ------------------ UNDERLYING NAME AND OPTIONS/ ALL OTHER PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS(#)(1) COMPENSATION($)(2) ------------------ ---- --------- -------- ---------- ------------------ Edward F. Crawford 1998 500,000 25,000 0 164 Chairman of the Board, Chief 1997 225,000 80,000 0 164 Executive Officer and President 1996 225,000 2,000 500,000 164 Felix J. Tarorick 1998 150,000 55,000 2,000 3,164 Vice Chairman of the Board and 1997 150,000 50,000 0 3,164 Vice President of Operations 1996 150,000 45,000 10,000 3,164 James S. Walker 1998 170,000 30,000 2,000 3,164 Vice President and 1997 170,000 36,250 0 3,164 Chief Financial Officer 1996 140,000 30,000 10,000 3,464 Ronald J. Cozean 1998 100,000 25,000 3,000 2,664 Secretary and General Counsel 1997 100,000 25,000 0 2,664 1996 100,000 25,000 7,000 2,664 Patrick W. Fogarty 1998 110,000 35,000 3,000 3,064 Director of Corporate Development 1997 110,000 35,000 0 3,064 1996 110,000 10,000 4,000 2,564
- --------------- (1) Reflects the number of shares of Common Stock covered by stock options granted during the years shown. No stock appreciation rights ("SARs") were granted to the Named Executive Officers during the years shown. (2) For the year ended December 31, 1998, all other compensation includes contributions made by the Company under the Company's Supplemental Defined Contribution Plan as follows: Mr. Tarorick $3,000 and Mr. Walker $3,000, and under the Company's Individual Account Retirement Plan: Mr. Cozean $2,500 and Mr. Fogarty $2,900; and insurance premiums of $164 paid by the Company to each of the Named Executive Officers. STOCK BASED COMPENSATION, INCLUDING OPTIONS At the 1998 Annual Meeting, the shareholders approved the 1998 Long-Term Incentive Plan (the "1998 Plan") that permits the granting of stock options (either "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code or nonstatutory stock options), stock appreciation rights, restricted shares, performance shares or stock awards. The 1998 Plan is administered by the Compensation Committee of the Board of Directors, which has authority to select officers and key employees to be participants and to determine the type and number of awards to be granted. The number of shares currently available for grant under the 1998 Plan shall not exceed 550,000, subject to adjustment under certain circumstances when the number of outstanding shares changes. The option price for stock options granted under the 1998 Plan is fixed by the Compensation Committee, but in no event will it be less than the fair market value of the Company's Common Stock on the date of grant. The 1998 Plan continues in effect until terminated by the Board of Directors. No awards were made in 1998 under the 1998 Plan. Prior to the 1998 Annual Meeting, the Amended and Restated 1992 Stock Option Plan (the "1992 Plan") was in effect. The Compensation Committee granted 7 10 stock options during 1998 under the 1992 Plan. The following tables set forth information regarding the grant of stock options to Named Executive Officers in 1998 and the value of unexercised options as of December 31, 1998. OPTION/SAR GRANTS IN 1998
INDIVIDUAL GRANTS ----------------------------------------------------- % OF NUMBER OF TOTAL SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE AT UNDERLYING SARS ASSUMED ANNUAL RATES OF OPTIONS/ GRANTED TO STOCK PRICE APPRECIATION FOR SARS EMPLOYEES EXERCISE OPTION TERM(3) GRANTED(#) IN FISCAL OR BASE EXPIRATION ----------------------------- NAME (1) YEAR PRICE($/SH)(2) DATE 0%($) 5%($) 10%($) ---- ---------- ---------- -------------- ---------- ------- -------- -------- Ronald J. Cozean 3,000 2.6% 18.25 5/27/08 0 34,440 87,270 Edward F. Crawford 0 0% N/A N/A N/A N/A N/A Patrick W. Fogarty 3,000 2.6% 18.25 5/27/08 0 34,440 87,270 Felix J. Tarorick 2,000 1.7% 18.25 5/27/08 0 22,960 58,180 James S. Walker 2,000 1.7% 18.25 5/27/08 0 22,960 58,180
- --------------- (1) Options become exercisable to the extent of 33 1/3% of the subject shares after one year from the date of grant, 66 2/3% after two years from the date of grant, and 100% after three years from the date of grant. (2) Represents the NASDAQ closing price on the day prior to grant. (3) The assumed rates of appreciation are not intended to represent either past or future appreciation rates with respect to the Company's Common Stock. The rates are prescribed in the applicable Commission rules for use by all companies for the purpose of this table. AGGREGATED OPTION/SAR EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION/SAR VALUES
VALUE OF NUMBER OF UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT SHARES DECEMBER 31, 1998 DECEMBER 31, 1998 ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1) ---- ----------- -------- ----------------- ----------------- Ronald J. Cozean None N/A 34,667/ 5,333 $ 92,000/$ 3,500 Edward F. Crawford None N/A 200,000/300,000 $300,000/$450,000 Patrick W. Fogarty None N/A 22,667/ 4,333 $ 21,500/$ 2,000 Felix J. Tarorick None N/A 36,667/ 5,333 $153,125/$ 5,000 James S. Walker 1,500 $6,563 35,167/ 5,333 $144,125/$ 5,000
- --------------- (1) The "Value of Unexercised In-the-Money Options/SARs at December 31, 1998" was calculated by determining the difference between the fair market value of the underlying Common Stock at December 31, 1998 (the Nasdaq closing price of the Park-Ohio Common Stock on December 31, 1998 was $15.125) and the exercise price of the option. An option is "In-the-Money" when the fair market value of the underlying Park-Ohio Common Stock exceeds the exercise price of the option. 8 11 REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The Company has structured its executive compensation program to support the objectives and entrepreneurial culture of the Company. The Compensation Committee's policy is to provide executive officers with a base salary, with an opportunity for each executive to earn a bonus based on merit. In addition, the Compensation Committee aligns the interests of executives with the long-term interests of the Company's shareholders by awarding stock based compensation. Historically, stock based compensation has been exclusively in the form of stock options. At the Company's 1998 Annual Meeting, the shareholders approved the 1998 Long-Term Incentive Plan ("1998 Plan"). In accordance with the 1998 Plan, future awards of stock based compensation may be in the form of stock options, stock appreciation rights, restricted shares, performance shares or stock awards. During 1998, no awards were granted under the 1998 Plan. Base salaries for executive officers are intended to be competitive in the employment market. Bonuses and grants of stock based compensation are made to executives, other than the Chief Executive officer and the Vice President of Operations, based upon the Chief Executive Officer's recommendation to the Compensation Committee, which is subjectively based upon each executive's contribution and anticipated contribution to the achievement of the Company's financial and strategic objectives. The Vice President of Operations' bonus is determined based on the operating profit of the businesses which he principally oversees. The CEO's bonus is determined by the Compensation Committee based on discussions with Mr. Crawford regarding the earnings performance of the Company and Mr. Crawford's performance self-evaluation. Mr. Crawford, Chairman, Chief Executive Officer, and President, Mr. Tarorick, Vice President of Operations, Mr. Walker, Vice President and Chief Financial Officer, Mr. Cozean, Secretary and General Counsel, and Mr. Fogarty, Director of Development are the named executive officers of the Company. During 1998, the base salaries for all named executive officers were identical to base salaries for 1997, except for Mr. Crawford whose salary was increased from $225,000 to $500,000. The Committee increased Mr. Crawford's base salary after reviewing competitive salary survey data. Mr. Crawford recommended that Messrs. Walker, Cozean, and Fogarty receive bonuses of $30,000, $25,000, and $35,000, respectively. The Committee approved these bonuses. The Committee approved a bonus of $55,000 for Mr. Tarorick based on the operating profits of the companies he oversees. Mr. Crawford recommended that Messrs. Walker and Tarorick receive 2,000 stock options and Messrs. Cozean and Fogarty receive 3,000 stock options under the Company's Amended and Restated 1992 Stock Option Plan. The Committee approved these grants. The Compensation Committee approved a $25,000 bonus for Mr. Crawford for 1998. No options were granted to Mr. Crawford in 1998. During 1998, the members of the Compensation Committee were: Lewis E. Hatch, Jr. Lawrence O. Selhorst, Chairman James W. Wert 9 12 PERFORMANCE COMPARISONS The graph and chart set forth below compare the cumulative total shareholder return of the Company's Common Stock for the five years ended December 31, 1998 to (a) the Total Return Index for the Nasdaq Stock Market (U.S. Companies), (b) a group of companies previously selected by the Company on the basis of similar business lines, and (c) the S&P SmallCap Performance 600. In all cases shown, the chart assumes the investment of $100 on December 31, 1993 and the reinvestment of all dividends. Due to acquisitions in the Company's Logistics Segment and its overall growth, the Company is no longer similar to those companies in the peer group. The Company has included the S&P SmallCap Performance 600 Index this year as a replacement for the Self-Determined Peer Group. The Company has chosen the S&P SmallCap Performance 600 Index as an index of issuers with similar market capitalizations because the Company does not believe it can reasonably identify a peer group or select an appropriate published industry or line-of-business index. Such industry or line-of-business indices are comprised primarily of either retailers or manufacturers whose business is not substantially similar to the Company's businesses. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN PARK-OHIO, NASDAQ STOCK MARKET (U.S. COMPANIES) AND SELF-DETERMINED PEER GROUP
PARK-OHIO NASDAQ STOCK --------- MARKET (U.S. SELF-DETERMINED PEER S&P SMALLCAP COMPANIES)(1) GROUP(2) PERFORMANCE 600 ------------- -------------------- --------------- '1993' 100.00 100.00 100.00 100.00 '1994' 100.00 97.80 95.60 94.20 '1995' 125.20 138.30 138.10 121.10 '1996' 100.00 170.00 186.00 145.50 '1997' 141.70 208.30 193.70 181.20 '1998' 117.50 293.50 135.20 177.40
- --------------- (1) The index is issued by the University of Chicago Graduate School of Business, Center for Research in Security Prices. (2) This peer group is comprised of Gehl Company, Walbro Corporation, Essef Corporation, Ameriwood Industries International Corporation, and Wyman Gordon Corporation. The returns of each issuer have been weighted according to the respective company's stock market capitalization. Market capitalization is determined by price multiplied by shares outstanding at the close of the previous day. 10 13 CERTAIN TRANSACTIONS GAMCO, a wholly-owned subsidiary of the Company, leases space in three buildings in Conneaut, Ohio: (i) a 91,500 square foot facility owned by a company owned by Mr. M. Crawford, at a monthly rent of $27,000; (ii) an additional 70,000 square foot attached facility owned by the same company, at a monthly rate of $9,000; and (iii) a separate 50,000 square foot facility owned by Mrs. E. Crawford, at a monthly rent of $3,000. Ajax leases a facility in Cleveland, Ohio at a monthly rent of $20,833. This facility is owned by a corporation whose shareholders are Mr. E. Crawford and his son, Mr. M. Crawford. The Company believes that the foregoing transactions were all on terms at least as favorable to the Company as if negotiated on an arms-length basis with unrelated third parties. APPOINTMENT OF INDEPENDENT AUDITORS Upon recommendation of the Audit Committee, the Board of Directors has appointed Ernst & Young LLP independent public accountants, to audit and report on the consolidated financial statements of the Company for the fiscal year ending December 31, 1999, and to perform such other services as may be required of them. In making its recommendation, the Audit Committee reviewed both the audit scope and estimated fees of Ernst & Young for the audit of the 1998 financial statements. Representatives of Ernst & Young will have an opportunity to make a statement at the Annual Meeting, if they so desire, and will be available to respond to appropriate shareholders' questions. SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING Any shareholder who intends to present a proposal at the 2000 annual meeting must give notice, in compliance with Section 6 of the Company Regulations, to the Secretary of the Company at 23000 Euclid Avenue, Cleveland, Ohio 44117. The notice must be received by February 28, 2000. To have the proposal included in the Company's proxy statement and form of proxy for that meeting, the shareholder must, in addition to complying with the applicable laws and regulations governing the submission of such proposals, deliver the proposal in writing to the Secretary of the Company for consideration not later than December 3, 1999. ANNUAL REPORT The integrated Annual Report and Form 10-K of the Company for the year ended December 31, 1998 is being mailed to each shareholder of record with this Proxy Statement. Additional copies may be obtained from the undersigned. PARK-OHIO HOLDINGS CORP. RONALD J. COZEAN Secretary and General Counsel March 31, 1999 11 14 DIRECTIONS TO BENEDICTINE HIGH SCHOOL 2900 MARTIN LUTHER KING, JR. DRIVE CLEVELAND, OHIO FROM THE SOUTH Take I-77 North. Exit at East 55th Street exit, toward East 55th. At traffic light, turn left on East 55th and cross bridge. Turn right on Grand Avenue. When Grand Avenue dead ends, turn right on Kinsman Road and travel approximately 2 miles. Turn left on Martin Luther King, Jr. Drive. Benedictine is 1/2 mile on the left. FROM THE WEST Take I-90 East to I-490 East. Take I-490 until it dead ends into East 55th Street. Follow the directions FROM THE SOUTH from the traffic light at the East 55th Street exit. TURNPIKE FROM THE SOUTHWEST Take Turnpike to Exit 12 and watch for Rt. 8 North sign. Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express Lane). Exit at Chagrin Blvd. Turn left at Chagrin Blvd. Take Chagrin to Richmond Road. Turn right at Richmond Road and drive past first Shaker Blvd. sign (one way going East). Watch for second Shaker Blvd. sign (one way going West). Turn left and drive about 6 miles. After passing the E. 116 Street sign, get in left lane. Turn left at Martin Luther King, Jr. Drive. Drive past Benedictine. Turn right into parking lot. FROM THE EAST Take I-90 West to I-271 South. Follow I-271 South to Chagrin Blvd. exit. Turn right and go about a 1/4 mile to Richmond Road (BP station is on right corner). Turn right and proceed to the second traffic light, Shaker Blvd., which is a one way street going West. Turn left. Continue on Shaker Blvd. for approximately 6 miles to Martin Luther King, Jr. Drive. Turn left and drive past Buckeye Road and past Benedictine High School. At first driveway, turn right into parking lot. FROM DOWNTOWN Take Carnegie Avenue East and continue past the Cleveland Clinic. Turn right at Stokes Blvd (formerly Fairhill). Go past water filtration plant to Martin Luther King, Jr. Drive. Turn right and go straight approximately one mile, past St. Luke's Hospital (on right). Turn right on Shaker Blvd. Go to Martin Luther King, Jr. Drive (first light) and turn left. Go past Benedictine. Turn right into driveway. - STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING SITE. - PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR RELATIONS DEPARTMENT AT 216-692-7200. DETACH CARD - -------------------------------------------------------------------------------- [PARK-OHIO HOLDINGS CORP. LOGO] PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS James W. Wert, Lewis E. Hatch and Lawrence O. Selhorst or either of them, are hereby authorized, with full power of substitution, to represent and vote the Common Stock of the undersigned at the annual meeting of shareholders of Park-Ohio Holdings Corp. (the "Company") to be held at Benedictine High School Auditorium, 2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on April 29, 1999, and any and all adjournments, postponements or continuations thereof. IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE SHAREHOLDER. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE PROXY STATEMENT AND FOR THE OTHER PROPOSALS INDICATED. IN THE EVENT OF CUMULATIVE VOTING FOR DIRECTORS, UNLESS OTHERWISE INDICATED BY THE UNDERSIGNED, A VOTE FOR THE NOMINEES LISTED WILL GIVE THE PROXYHOLDERS DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO WHICH THE UNDERSIGNED IS ENTITLED AND TO ALLOCATE THEM IN FAVOR OF ANY ONE OR MORE SUCH NOMINEES AS THE PROXYHOLDERS DETERMINE. 1. THE ELECTION OF DIRECTORS FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ] (except as otherwise marked below) to vote for all nominees listed below Kevin R. Greene, Thomas E. McGinty, and Felix J. Tarorick (Instructions: to withhold authority to vote for any individual nominee, strike a line through that nominee's name.) 2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION THEREOF (Continued and to be signed, on the reverse side) P R O X Y 15 DETACH CARD - -------------------------------------------------------------------------------- Proxy No. (Continued from reverse side) Common Shares YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. DATE: , 1999 -------------------------- -------------------------- (Sign here) NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. 16 DIRECTIONS TO BENEDICTINE HIGH SCHOOL 2900 MARTIN LUTHER KING, JR. DRIVE CLEVELAND, OHIO FROM THE SOUTH Take I-77 North. Exit at East 55th Street exit, toward East 55th. At traffic light, turn left on East 55th and cross bridge. Turn right on Grand Avenue. When Grand Avenue dead ends, turn right on Kinsman Road and travel approximately 2 miles. Turn left on Martin Luther King, Jr. Drive. Benedictine is 1/2 mile on the left. FROM THE WEST Take I-90 East to I-490 East. Take I-490 until it dead ends into East 55th Street. Follow the directions FROM THE SOUTH from the traffic light at the East 55th Street exit. TURNPIKE FROM THE SOUTHWEST Take Turnpike to Exit 12 and watch for Rt. 8 North sign. Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express Lane). Exit at Chagrin Blvd. Turn left at Chagrin Blvd. Take Chagrin to Richmond Road. Turn right at Richmond Road and drive past first Shaker Blvd. sign (one way going East). Watch for second Shaker Blvd. sign (one way going West). Turn left and drive about 6 miles. After passing the E. 116 Street sign, get in left lane. Turn left at Martin Luther King, Jr. Drive. Drive past Benedictine. Turn right into parking lot. FROM THE EAST Take I-90 West to I-271 South. Follow I-271 South to Chagrin Blvd. exit. Turn right and go about a 1/4 mile to Richmond Road (BP station is on right corner). Turn right and proceed to the second traffic light, Shaker Blvd., which is a one way street going West. Turn left. Continue on Shaker Blvd. for approximately 6 miles to Martin Luther King, Jr. Drive. Turn left and drive past Buckeye Road and past Benedictine High School. At first driveway, turn right into parking lot. FROM DOWNTOWN Take Carnegie Avenue East and continue past the Cleveland Clinic. Turn right at Stokes Blvd (formerly Fairhill). Go past water filtration plant to Martin Luther King, Jr. Drive. Turn right and go straight approximately one mile, past St. Luke's Hospital (on right). Turn right on Shaker Blvd. Go to Martin Luther King, Jr. Drive (first light) and turn left. Go past Benedictine. Turn right into driveway. - STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING SITE. - PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR RELATIONS DEPARTMENT AT 216-692-7200. DETACH CARD - -------------------------------------------------------------------------------- [PARK-OHIO HOLDINGS CORP. LOGO] CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS To Key Trust Company of Ohio, N.A., Trustee of the Individual Account Retirement Plan of Park-Ohio Industries, Inc. and Its Subsidiaries (the "Plan"): The undersigned, a participant in the Plan, hereby directs the Trustee to vote in person or by proxy (a) all common shares of Park-Ohio Holdings Corp. credited to the undersigned's account under the Plan on the record date ("allocated shares"); and (b) the proportionate number of common shares of Park-Ohio Holdings Corp. allocated to the accounts of other participants in the Plan, but for which the Trustee does not receive valid voting instructions ("non-directed shares") and as to which the undersigned is entitled to direct the voting in accordance with the Plan provisions. Under the Plan, shares allocated to the accounts of participants for which the Trustee does not receive timely directions in the form of a signed voting instruction card are voted by the Trustee as directed by the participants who timely tender a signed voting instruction card. By completing this Confidential Voting Instruction Card and returning it to the Trustee, you are authorizing the Trustee to vote allocated shares and a proportionate amount of the non-directed shares held in the Plan. The number of non-directed shares for which you may instruct the Trustee to vote will depend on how many other participants exercise their right to direct the voting of their allocated shares. Any participant wishing to vote the nondirected shares differently from the allocated shares may do so by requesting a separate voting instruction card from the Trustee at (216) 689-3685. If this Confidential Voting Instruction Card is properly executed and returned, shares represented hereby will be voted in the manner specified by the participant. 1. THE ELECTION OF DIRECTORS FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ] (except as otherwise marked below) to vote for all nominees listed below Kevin R. Greene, Thomas E. McGinty, and Felix J. Tarorick (Instructions: to withhold authority to vote for any individual nominee, strike a line through that nominee's name.) 2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION THEREOF (Continued and to be signed, on the reverse side) V O T I N G I N S T R U C T I O N S 17 DETACH CARD - -------------------------------------------------------------------------------- Proxy No. (Continued from reverse side) Common Shares YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. DATE: , 1999 -------------------------- -------------------------- (Sign here) NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. 18 DIRECTIONS TO BENEDICTINE HIGH SCHOOL 2900 MARTIN LUTHER KING, JR. DRIVE CLEVELAND, OHIO FROM THE SOUTH Take I-77 North. Exit at East 55th Street exit, toward East 55th. At traffic light, turn left on East 55th and cross bridge. Turn right on Grand Avenue. When Grand Avenue dead ends, turn right on Kinsman Road and travel approximately 2 miles. Turn left on Martin Luther King, Jr. Drive. Benedictine is 1/2 mile on the left. FROM THE WEST Take I-90 East to I-490 East. Take I-490 until it dead ends into East 55th Street. Follow the directions FROM THE SOUTH from the traffic light at the East 55th Street exit. TURNPIKE FROM THE SOUTHWEST Take Turnpike to Exit 12 and watch for Rt. 8 North sign. Take Rt. 8 to I-271 North. (DO NOT ACCESS the new Express Lane). Exit at Chagrin Blvd. Turn left at Chagrin Blvd. Take Chagrin to Richmond Road. Turn right at Richmond Road and drive past first Shaker Blvd. sign (one way going East). Watch for second Shaker Blvd. sign (one way going West). Turn left and drive about 6 miles. After passing the E. 116 Street sign, get in left lane. Turn left at Martin Luther King, Jr. Drive. Drive past Benedictine. Turn right into parking lot. FROM THE EAST Take I-90 West to I-271 South. Follow I-271 South to Chagrin Blvd. exit. Turn right and go about a 1/4 mile to Richmond Road (BP station is on right corner). Turn right and proceed to the second traffic light, Shaker Blvd., which is a one way street going West. Turn left. Continue on Shaker Blvd. for approximately 6 miles to Martin Luther King, Jr. Drive. Turn left and drive past Buckeye Road and past Benedictine High School. At first driveway, turn right into parking lot. FROM DOWNTOWN Take Carnegie Avenue East and continue past the Cleveland Clinic. Turn right at Stokes Blvd (formerly Fairhill). Go past water filtration plant to Martin Luther King, Jr. Drive. Turn right and go straight approximately one mile, past St. Luke's Hospital (on right). Turn right on Shaker Blvd. Go to Martin Luther King, Jr. Drive (first light) and turn left. Go past Benedictine. Turn right into driveway. - STUDENT GUIDES WILL BE DIRECTING VISITORS TO THE MEETING SITE. - PRINTED MAPS ARE AVAILABLE BY CONTACTING THE PARK-OHIO INVESTOR RELATIONS DEPARTMENT AT 216-692-7200. DETACH CARD - -------------------------------------------------------------------------------- [PARK-OHIO HOLDINGS CORP. LOGO] CONFIDENTIAL VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Elizabeth A. Boris, Ronald J. Cozean, and James S. Walker, or any of them, Trustees of RB&W Corporation Employee Stock Ownership Plan (the "Plan"), are hereby authorized, with full power of substitution, to represent and vote the Common Stock of the undersigned Plan Participant at the annual meeting of shareholders of Park-Ohio Holdings Corp. (the "Company") to be held at Benedictine High School Auditorium, 2900 Martin Luther King, Jr. Drive, Cleveland, Ohio, on April 29, 1999, and any and all adjournments, postponements or continuations thereof. IF THIS CONFIDENTIAL VOTING INSTRUCTION CARD IS PROPERLY EXECUTED AND RETURNED, SHARES REPRESENTED HEREBY WILL BE VOTED IN THE MANNER SPECIFIED BY THE PLAN PARTICIPANT. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE PERSONS NOMINATED AS DIRECTORS PURSUANT TO THE PROXY STATEMENT AND FOR THE OTHER PROPOSALS INDICATED. IN THE EVENT OF CUMULATIVE VOTING FOR DIRECTORS, UNLESS OTHERWISE INDICATED BY THE UNDERSIGNED, A VOTE FOR THE NOMINEES LISTED WILL GIVE THE TRUSTEES DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES TO WHICH THE UNDERSIGNED IS ENTITLED AND TO ALLOCATE THEM IN FAVOR OF ANY ONE OR MORE SUCH NOMINEES AS THE TRUSTEES DETERMINE. 1. THE ELECTION OF DIRECTORS FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ] (except as otherwise marked below) to vote for all nominees listed below Kevin R. Greene, Thomas E. McGinty and Felix J. Tarorick (Instructions: to withhold authority to vote for any individual nominee, strike a line through that nominee's name.) 2. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR CONTINUATION THEREOF (Continued and to be signed, on the reverse side) V O T I N G I N S T R U C T I O N S 19 DETACH CARD - -------------------------------------------------------------------------------- Proxy No. (Continued from reverse side) Common Shares YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. DATE: , 1999 -------------------------- -------------------------- (Sign here) NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. -----END PRIVACY-ENHANCED MESSAGE-----