-----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, BbwwCib1IsgRXFjkURkPYbxS/GFLThl48ZnBn/TKcAOHdW11wFHf7WgaxBzY1f5C iKqBnHsTA1g2E5vmnZyZJg== 0000950116-97-000506.txt : 19970319 0000950116-97-000506.hdr.sgml : 19970319 ACCESSION NUMBER: 0000950116-97-000506 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970422 FILED AS OF DATE: 19970318 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELAS CORP OF AMERICA CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL PROCESS FURNACES & OVENS [3567] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05005 FILM NUMBER: 97558316 BUSINESS ADDRESS: STREET 1: 2034 LIMEKILN PK CITY: DRESHER STATE: PA ZIP: 19025 BUSINESS PHONE: 2156466600 MAIL ADDRESS: STREET 1: 2034 LIMEKILN PIKE CITY: DRESHER STATE: PA ZIP: 19025 DEF 14A 1 DEFINITIVE PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 240.14a-11(c) or 240.14a-12 Selas Corporation of America - ----------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ----------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- 5) Total fee paid: ---------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ___________________________________________________________________________ 2) Form, Schedule or Registration Statement No.: ___________________________________________________________________________ 3) Filing Party: ___________________________________________________________________________ 4) Date Filed: ___________________________________________________________________________ LOGO SELAS CORPORATION OF AMERICA 2034 LIMEKILN PIKE DRESHER, PENNSYLVANIA 19025 March 18, 1997 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1997 The Annual Meeting of Shareholders of Selas Corporation of America (the "Corporation") will be held at the Holiday Inn, 432 Pennsylvania Avenue, Fort Washington, Pennsylvania 19034 on Tuesday, April 22, 1997 at 2:00 p.m. for the following purposes: (1) Election of directors; (2) Ratification of the appointment of KPMG Peat Marwick LLP as the Corporation's auditors for the year ending December 31, 1997; and (3) Transaction of such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 10, 1997 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. All shareholders are cordially invited to attend the meeting, but whether or not you expect to attend the meeting in person, please mark, sign and date the enclosed proxy and return it promptly in order that your shares may be voted. If you attend the meeting, you may revoke your proxy and vote in person. PROXY STATEMENT The enclosed proxy is solicited by the Board of Directors of the Corporation. The proxy is revocable at any time prior to its use by delivery of a subsequently executed proxy or written notice of revocation to the Secretary of the Corporation. The Board of Directors has fixed the close of business on March 10, 1997 as the record date for determination of the shareholders entitled to vote at the annual meeting. As of March 10, 1997, there were 3,475,050 Common Shares outstanding, each of which is entitled to one vote on all matters to be presented at the meeting. This proxy statement and the enclosed proxy are being sent to shareholders on or about March 18, 1997. The annual report of the Corporation, including consolidated financial statements, for the year ended December 31, 1996, on which no action will be requested at the annual meeting, is included herewith. It is not to be regarded as proxy solicitation material. 1 ELECTION OF DIRECTORS The Board intends to cause Messrs. Frederick L. Bissinger and Roy C. Carriker, the two directors whose terms expire at the 1997 Annual Meeting, to be nominated for re-election at the 1997 Annual Meeting to serve until the Annual Meeting in 2000 and until their respective successors have been duly elected and have qualified. If either of the nominees should be unavailable on April 22, 1997, the persons named in the proxy may vote the proxies for such other person as they may choose, unless the Board of Directors reduces the number of directors to be elected. Assuming a quorum is present, the two nominees receiving the highest number of votes cast at the annual meeting will be elected directors. For such purposes, the withholding of authority to vote or the specific direction not to cast a vote, such as a broker non-vote, will not constitute the casting of a vote in the election of directors. The following table sets forth certain information concerning the nominees and the persons whose terms as directors will continue after the Annual Meeting, including their ages and principal occupations during the past five years:
Director Term Name, Age and Occupation Since Expires ------------------------ -------- ------- John H. Austin, Jr. (68), Retired President and Chief Operating Officer of 1991 1999 Philadelphia Electric Company (now known as PECO Energy). Director of Philadelphia Suburban Corporation and Philadelphia Suburban Water Co. Mr. Austin also served as a director of the Corporation from 1972 to 1987. Frederick L. Bissinger (86), Retired Vice Chairman of Allied Chemical 1974 1997 Corporation (now known as Allied-Signal Corporation). Roy C. Carriker (59), President and Chief Operating Officer of TFX Aerospace, 1991 1997 a Teleflex Incorporated Group. Director of Laser Technology, Inc. Francis J. Dunleavy (82), Retired Vice Chairman of ITT Corporation. Director 1988 1998 of Bird Inc. Mark S. Gorder (50), Vice President of the Corporation, President and Chief 1996 1998 Executive Officer of Resistance Technology, Inc., a subsidiary of the Corporation since 1993. Stephen F. Ryan (61), President and Chief Executive Officer of the 1989 1998 Corporation since May 1988. Ralph R. Whitney, Jr. (62), President of Hammond, Kennedy, Whitney & Co., 1986 1999 Inc., a private capital firm. Director of Adage, Inc., Baldwin Technologies, Inc., Excel Industries, Inc., IFR Systems, Inc. and Control Devices, Inc.
2 RATIFICATION OF APPOINTMENT OF AUDITORS Subject to shareholder ratification, on the recommendation of the Audit Committee, the Board of Directors has appointed KPMG Peat Marwick LLP as the Corporation's auditors for 1997. KPMG Peat Marwick LLP or predecessors have served as the Corporation's auditors for many years. The persons named in the accompanying proxy will vote to ratify the appointment of KPMG Peat Marwick LLP as the Corporation's auditors for 1997 unless contrary instructions are received. If a majority of the votes cast on this matter are not cast in favor of ratification of this appointment, other auditors will be considered and appointed by the Board of Directors. Abstentions, or the specific direction not to cast a vote, such as a broker non-vote, will not constitute the casting of a vote concerning the ratification of such appointment. A representative of KPMG Peat Marwick LLP is expected to be present at the annual meeting of shareholders to make a statement if desired and to be available to respond to appropriate questions. ADDITIONAL INFORMATION SHARE OWNERSHIP BY CERTAIN BENEFICIAL OWNERS, DIRECTORS AND CERTAIN OFFICERS The following table sets forth certain information as of December 31, 1996 concerning beneficial ownership of the Corporation's Common Shares by the only persons or groups of persons shown by Securities and Exchange Commission records or the Corporation's records to own beneficially more than 5% of the Corporation's Common Shares and information as of March 1, 1997 concerning such beneficial ownership by all directors and nominees, by each of the executive officers named in the Summary Compensation Table below and by all directors and executive officers as a group:
Number of Percent Name Shares(1) of Class ---- ---------- -------- Dimensional Fund Advisors, Inc. ................................ 238,200(2) 6.9% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 John H. Austin, Jr., Director .................................. 2,000 * Frederick L. Bissinger, Director ............................... 6,000 * Roy C. Carriker, Director ...................................... 1,000 * Francis J. Dunleavy, Director .................................. 1,050(3) * Mark S. Gorder, Director and Vice President(4) ................. 201,300(5) 5.8% Stephen F. Ryan, Director, President and Chief Executive Officer 35,500(6) 1.0% Ralph R. Whitney, Jr., Director ................................ 20,000 * Christian Bailliart, Vice President ............................ 9,200(7) * Frank J. Boyle, Vice President, Sales and Engineering .......... 14,200(8) * Robert W. Ross, Vice President and Chief Financial Officer ..... 18,300(9) * All Directors and Executive Officers as a Group (11 persons) ... 349,750(10) 9.7%
- ------ * Less than 1%. (1) Unless otherwise indicated, each person has sole voting and investment power with respect to all such shares. 3 (2) The shares indicated are owned by advisory clients of Dimensional Fund Advisors, Inc. ("DFA"), a registered investment advisor. DFA has reported sole voting power with respect to 177,100 shares and sole investment power with respect to 238,200 shares. (3) Includes 300 shares owned by Mr. Dunleavy's wife. (4) Mr. Gorder, whose business address is 1260 Red Fox Road, Arden Hills, Minnesota 55112, is also President and Chief Executive Officer of Resistance Technology, Inc., a wholly-owned subsidiary of the Corporation. (5) Includes 18,200 shares which Mr. Gorder has the right to acquire within 60 days through the exercise of stock options. (6) Includes 29,500 shares which Mr. Ryan has the right to acquire within 60 days through the exercise of stock options. (7) Includes 9,200 shares which Mr. Bailliart has the right to acquire within 60 days through the exercise of stock options. (8) Includes 14,200 shares which Mr. Boyle has the right to acquire within 60 days through the exercise of stock options. (9) Includes 18,100 shares which Mr. Ross has the right to acquire within 60 days through the exercise of stock options. (10) Includes 105,725 shares which executive officers have the right to acquire within 60 days through the exercise of stock options. SUMMARY COMPENSATION TABLE The following table sets forth certain information concerning compensation paid or accrued by the Corporation and its subsidiaries to the Corporation's Chief Executive Officer and its next four most highly compensated executive officers (the "Named Officers"), for the years indicated.
Long-Term Annual Compensation Compensation Awards ---------------------- ------------------- All Other Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($) - --------------------------- ---- --------- -------- ---------- --------------- Stephen F. Ryan ............ 1996 210,000 105,000 -- 2,375(1) President and Chief 1995 210,000 25,000 10,000 2,310(1) Executive Officer 1994 200,000 78,160 -- 2,310(1) Mark S. Gorder ............ 1996 180,562 97,230 -- 4,750(1) Vice President of the 1995 173,429 70,282 10,000 4,620(1) Corporation and 1994 166,987 68,662 -- 4,620(1) President of Resistance Technology, Inc. Christian Bailliart(2) .... 1996 140,625 30,000 -- 6,560(3) Vice President 1995 144,578 15,000 6,000 6,107(3) of the Corporation and 1994 123,646 15,000 -- 4,669(3) Chairman of Selas S.A.
4
Long-Term Annual Compensation Compensation Awards ---------------------- ------------------- All Other Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($) - --------------------------- ---- --------- -------- ---------- --------------- Robert W. Ross ............ 1996 125,000 62,500 -- 1,875(1) Vice President and 1995 125,000 15,000 8,000 1,725(1) Chief Financial Officer 1994 115,000 39,324 -- 1,725(1) Frank J. Boyle ............ 1996 110,000 55,000 -- 1,650(1) Vice President, 1995 110,000 15,000 6,000 1,650(1) Sales and Engineering 1994 105,000 30,776 -- 1,575(1)
- ------ (1) Represents the Corporation's or a subsidiary's contributions to the Named Officer's account under employee savings plans. (2) Mr. Bailliart's salary and bonus, which were paid in French Francs, have been translated into U.S. dollars for purposes of this presentation based upon the average prevailing exchange rate for the applicable year. (3) Represents amounts paid by the Corporation or its subsidiaries to obtain insurance which provides coverage to Mr. Bailliart in the event Mr. Bailliart's employment is terminated. STOCK OPTION TABLE The following table sets forth certain information with respect to the number of unexercised options and the value of unexercised in-the-money options at the 1996 fiscal year-end, respectively, held by Named Officers. No stock options were granted to, or exercised by, Named Officers in fiscal 1996. AGGREGATED OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES
Number of Shares Value of Unexercised Covered by Unexercised In-the-Money Options Options at December 31, 1996 at December 31, 1996(1) ----------------------------- ----------------------------- Shares Acquired Value Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ---- ----------- -------- ----------- ------------- ----------- ------------- Stephen F. Ryan .... -- -- 29,500 11,500 $169,751 $ 83,250 Mark S. Gorder ..... -- -- 18,200 18,800 126,864 145,201 Christian Bailliart -- -- 9,200 6,800 36,101 50,650 Robert W. Ross ..... -- -- 18,100 9,400 65,550 68,700 Frank J. Boyle ..... -- -- 29,200 6,800 222,519 50,650
(1) Represents the difference between the option exercise price and the fair market value of the Corporation's Common Shares at December 31, 1996. In-the-money options are those where the fair market value of the underlying securities exceeds the exercise price of the option. The closing price of the Corporation's Common Shares on December 31, 1996 was $17.125 per share. 5 CHANGE-OF-CONTROL ARRANGEMENTS Under agreements expiring December 31, 1997 with Messrs. Ryan, Boyle, Gorder and Ross, the Corporation would be required to pay two years' salary to them upon involuntary termination (defined to include a reduction in salary, change of location or adverse change in responsibilities) following a hostile change in control or hostile sale of substantial assets of the Corporation or, in the case of Mr. Gorder, Resistance Technology, Inc. RETIREMENT PLAN Contributions to the Corporation's Retirement Plan adopted in 1986 covering certain officers and salaried employees are not reflected in the preceding executive compensation tables. The Corporation's Retirement Plan is a funded, qualified, defined benefit pension plan that provides benefits for eligible employees. The Corporation's Supplemental Retirement Plan, adopted in 1994, is a non-qualified supplemental plan that provides benefits that would otherwise be denied to eligible employees by reason of certain Internal Revenue Code limitations on qualified plan benefits. The following table shows the estimated aggregate annual benefits, without offset for Social Security benefits, at normal retirement age payable under the Corporation's Retirement Plan and the Supplemental Retirement Plan based upon contributions both by the Corporation and the covered employee, assuming election of payment in the form of an annuity for the employee's life. Effective January 1, 1992, the Corporation eliminated the requirement for employee contribution to the Retirement Plan. Annual benefits under the Corporation's Retirement Plan and the Supplemental Retirement Plan are based upon the average total eligible annual compensation for all eligible years of employment.
Average total eligible annual compensation for all (or last 35) years Estimated annual retirement benefits of employment based on credited service of: ----------------------- --------------------------------------------------- 10 years 15 years 20 years 25 years ---------- ---------- ---------- ---------- $ 50,000 $ 8,400 $12,600 $ 16,800 $ 21,000 100,000 17,400 26,100 34,800 43,500 150,000 26,400 39,600 52,800 66,000 200,000 35,400 53,100 70,800 88,500 250,000 44,400 66,600 88,800 111,000 300,000 53,400 80,100 106,800 133,500
The estimated credited years of service under the pension plan for the Named Officers were as follows: Mr. Ryan, 8; Mr. Boyle, 10; and Mr. Ross, 5. Mr. Bailliart and Mr. Gorder do not participate in the Retirement Plan or the Supplemental Retirement Plan. The total amount payable annually under the Corporation's Retirement Plan and Supplemental Retirement Plan is limited to an amount specified in the Internal Revenue Code which is adjusted periodically. For 1997, this maximum amount is $125,000. RESISTANCE TECHNOLOGY, INC. On October 20, 1993, the Corporation acquired all of the outstanding common shares of Resistance Technology, Inc., a Minnesota corporation ("RTI"). At the time of consummation of the acquisition of RTI, RTI entered into a five-year employment agreement with Mr. Gorder which provides for a minimum base annual compensation of $160,706. Under such employment agreement 6 and an accompanying non-competition agreement between the Corporation and Mr. Gorder, Mr. Gorder, who currently serves as vice president of the Corporation and president of RTI, has agreed not to engage in certain activities which are competitive with RTI for a period equal to the greater of (i) three years following the termination of his employment by RTI or (ii) five years from the date of his employment agreement. Mr. Gorder is a general partner (with a one-third interest) of Arden Partners I, L.L.P., a Minnesota limited liability partnership ("Arden") that owns and leases to RTI under a lease entered into in October 1991, and amended and restated effective November 1, 1996, one of RTI's two manufacturing facilities. In connection with the RTI acquisition, Arden executed an agreement with RTI to extend the term of such lease from November 1, 1996 to October 31, 2003 and to grant RTI two successive renewal term options of five years each. Under this extension agreement, the base monthly rent during each extension term is to be tied to the fair rental value at the commencement of the applicable extension term. Under the current lease, RTI pays Arden a base monthly rent of approximately $27,500. Notwithstanding any incorporation of future filings, including proxy statements, by reference contained in any of the Corporation's previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the following Compensation Committee Report and the Performance Graph on page 9 shall not be incorporated into any such filings. Such report and graph are not to be deemed filed with the Securities and Exchange Commission and are not to be regarded as proxy solicitation material. COMPENSATION COMMITTEE REPORT The Corporation's compensation program for officers, which is administered by the Compensation Committee of the Board of Directors, is designed to align a significant portion of officer compensation with the Corporation's business objectives and performance. The Compensation Committee consists of three outside directors, none of whom has ever been an employee of the Corporation or any of its subsidiaries. The Corporation's officer compensation program is comprised of base salary, potential annual cash incentive compensation and long-term incentive compensation in the form of stock options. Officers are also covered under medical, life insurance, pension and savings plans generally available to employees of the Corporation or the business unit managed by the officer. Through the use of data on comparable companies and its evaluation of officers' performance, the Compensation Committee's objective is to recommend to the Board of Directors the setting of total base salary and potential incentive compensation for Mr. Ryan, the Corporation's Chief Executive Officer, and other officers at levels designed to achieve the Corporation's objectives of attracting, retaining, motivating and rewarding talented executives. The Committee's philosophy is that a significant portion of the total potential compensation of the Chief Executive Officer and other senior executives should be leveraged to be dependent upon the degree of the Corporation's or a business unit's financial success in a particular year. The bonus or incentive compensation paid to Messrs. Ryan, Boyle and Ross in respect of 1996 was a function of the achievement of targeted consolidated net income for the year and the recommendation of the Committee, approved by the Board of Directors, that such officers receive an additional discretionary award based on performance. Mr. Bailliart received bonus compensation in respect of 1996 based upon the financial performance of his business unit and an additional discretionary award. Mr. Gorder received bonus compensation for 1996 under an incentive compensation plan that has been in existence at RTI since before the acquisition of RTI by the Corporation. Under such plan, incentive compensation is tied to increases in net income and sales of RTI and certain individual performance objectives. 7 The Committee has recommended to the Board of Directors that an incentive compensation program be established for 1997 that will apply financial performance measures and, in certain cases, management performance objectives that are tailored to the nature of the particular business unit and the desired contribution of that unit to the overall financial results of the Corporation. In most instances, incentive compensation for the Corporation's executive officers would depend substantially upon an improvement of 1997 net income of the relevant business unit over the corresponding net income for 1996. In all cases, incentive compensation would to a significant degree be dependent upon the achievement of financial performance targets relating to a particular business unit or to the Corporation on a consolidated basis. The Corporation's stock option plan is its long-term incentive plan for officers and key employees. The stock option plan is designed further to align the interests of the Corporation's executives and its shareholders by creating a direct link between long-term executive compensation and long-term increases in shareholder values. Since all options are granted at fair market value at the time of grant, there is no built-in profit and thus the value of the option is tied solely and directly to increases in value of the Corporation's Common Shares. Stock options are granted to the Corporation's officers from time to time as deemed appropriate by the Committee based on various factors, including particularly the executive's ability to influence the Corporation's long-term growth and profitability. The Compensation Committee periodically reviews the base compensation of the Corporation's officers. At the end of 1995, based on various factors, including the Corporation's 1995 financial results and prior increases in Mr. Ryan's base compensation that had been made in view of, among other things, salaries of chief executive officers of companies comparable, in the Committee's judgment, to the Corporation, the Committee recommended that the base annual rate of compensation of Mr. Ryan for 1996 remain the same as in 1995. At the end of 1996, based on various factors, including the Committee's review of the salaries of chief executive officers of companies comparable, in the judgment of the Committee, to the Corporation, the Committee recommended that Mr. Ryan's base annual rate of compensation for 1997 be increased by 5%. THE COMPENSATION COMMITTEE Roy C. Carriker, Chairman Francis J. Dunleavy Ralph R. Whitney, Jr. 8 PERFORMANCE GRAPH The following graph shows the cumulative total return for the last five years, calculated as of December 31 of each such year, for the Corporation's Common Shares, the Standard & Poor's 500 Index and the American Stock Exchange Capital Goods Index. The graph assumes that the value of the investment in each of the three was $100 at December 31, 1991 and that all dividends were reinvested. 300 |-------------------------------------------------------------------------| | | | # | 250 |-------------------------------------------------------------------------| | | | # | 200 |-------------------------------------------------------------------------| | & | | & * | | | 150 |-------------------------------------------------------------------------| | *& &# | | # | | *# | 100 |*&#----------&-----------------------------------------------------------| | * * | | | 50 |-------------------------------------------------------------------------| | | | | 0 |-------------------------------------------------------------------------| 1991 1992 1993 1994 1995 1996 BASE YEAR
1991 1992 1993 1994 1995 1996 - ---------------------------------------------------------------------------------------- * Selas $100 $108 $129 $ 94 $ 95 $171 & AMEX Capital Goods Index 100 101 125 121 176 186 # S&P 500 Index 100 108 119 122 213 262
9 BOARD AND COMMITTEE MATTERS The Corporation's Board of Directors met nine times in 1996. Directors who are not officers of the Corporation receive an annual retainer of $20,000 plus $800 per Board or Committee meeting attended on a particular day and $400 for each additional Board or Committee meeting attended on the same day. The Board of Directors has standing Audit and Compensation Committees. There is no standing Nominating Committee. The Audit Committee, comprised of Mr. Austin, Chairman, and Mr. Bissinger, met two times in 1996. The Audit Committee receives information from the outside auditors and from management of the Corporation relating to the Corporation's financial statements and considers recommendations of the auditors and financial management as to audit and accounting matters. The Compensation Committee, comprised of Mr. Carriker, Chairman, and Messrs. Dunleavy and Whitney, met two times during 1996. The Compensation Committee reviews and makes recommendations to the Board of Directors concerning officer compensation and officer and employee bonus programs and administers the Corporation's 1994 Stock Option Plan. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires the Corporation's executive officers and directors and persons who own more than ten percent of a registered class of the Corporation's equity securities (collectively, the "reporting persons") to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Corporation with copies of these reports. Based on the Corporation's review of the copies of these reports received by it, and written representations, if any, received from reporting persons with respect to the filing of reports of Forms 3, 4 and 5, the Corporation believes that all filings required to be made by the reporting persons for fiscal 1996 were made on a timely basis. SHAREHOLDER PROPOSALS Under Securities and Exchange Commission rules, certain shareholder proposals may be included in the Corporation's proxy statement. Any shareholder desiring to have such a proposal included in the Corporation's proxy statement for the Annual Meeting to be held in 1998 must deliver a proposal in full compliance with Rule 14a-8 under the Securities Exchange Act of 1934 to the Corporation's executive offices not later than November 15, 1997. 10 OTHER MATTERS The management of the Corporation knows of no matters other than those stated above to come before the meeting. However, if any other matters should properly come before the meeting, the enclosed proxy confers discretionary authority with respect thereto. The cost of printing and mailing this notice and soliciting the proxies is to be borne by the Corporation. Employees of the Corporation may solicit proxies by personal interview, mail, telephone and telegraph. The Corporation has retained Hill and Knowlton, Inc. to assist in the solicitation of proxies at an estimated cost of approximately $3,000 plus expenses. The Corporation will request brokerage houses and other nominees to forward soliciting material to the beneficial owners of the shares held of record by such persons. The Corporation will reimburse them for their expenses in doing so. Robert W. Ross Secretary 11 SELAS CORPORATION OF AMERICA DRESHER, PENNSYLVANIA 19025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking all prior proxies, hereby appoints STEPHEN F. RYAN AND ROBERT W. ROSS, and either of them, with full power of substitution, as proxies and hereby authorizes them to represent and to vote all the Common Shares of Selas Corporation of America held of record by the undersigned on March 10, 1997 at the annual meeting of shareholders to be held on April 22, 1997 or any adjournment thereof. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. (continued on reverse side) * FOLD AND DETACH HERE * Please mark your votes as indicated in this example /X/ 1. ELECTION OF DIRECTORS. The nominees for election are Frederick L. Bissinger and Roy C. Carriker FOR all nominees Withhold Authority To withhold authority to vote listed above (except to vote for all for any individual nominee, as marked to the nominees listed write that nominee's name in contrary at the right) above the space provided below. / / / / ----------------------------- 2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE AUDITORS OF THE CORPORATION. FOR AGAINST ABSTAIN / / / / / / 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THE SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED AS INSTRUCTED ABOVE. IF INSTRUCTIONS ARE NOT GIVEN, THEY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS SET FORTH IN THE CORPORATION'S PROXY STATEMENT AND FOR RATIFICATION OF THE APPOINTMENT OF AUDITORS. -------------------------------------- -------------------------------------- Signature Your signature should appear exactly as your name appears in the space to the left. For joint accounts, any co-owner may sign. When signing in a fiduciary or representative capacity, please give your full title as such. Date , 1997 ----------------------------- * FOLD AND DETACH HERE * -----END PRIVACY-ENHANCED MESSAGE-----