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. )
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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-12
EMERSON RADIO CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
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previously. Identify the previous filing by registration statement number,
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EMERSON RADIO CORP.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey 07054-0430
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD September 25, 2002
Dear Stockholder:
As a stockholder of Emerson Radio Corp. ("we", "our" or "Emerson"), you are
hereby given notice of and invited to attend in person or by proxy Emerson's
2002 Annual Meeting of Stockholders to be held at the Bent Tree Country Club,
5201 Westgrove, Dallas, Texas 75248 on Wednesday, September 25, 2002 at 1:00
p.m. (local time).
At this year's stockholders' meeting, you will be asked to elect five
directors to serve for a one-year term and to transact such other business as
may properly come before the meeting and any adjournment(s) thereof. The Board
of Directors unanimously recommends that you vote FOR the directors nominated.
Accordingly, please give careful attention to these proxy materials.
Only stockholders of record of Emerson's common stock as of the close of
business on July 29, 2002 (the "Record Date") are entitled to notice of and to
vote at such meeting and any adjournment(s) thereof. Emerson's transfer books
will not be closed.
You are cordially invited to attend the meeting. However, whether or not
you expect to attend the meeting, we want to have the maximum representation at
the Annual Meeting and respectfully request that you date, execute and mail
promptly the enclosed proxy card in the enclosed stamped envelope for which no
additional postage is required if mailed in the United States. You may revoke
your proxy at any time prior to its use as specified in the enclosed proxy
statement.
By Order of the Board of Directors
ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and Secretary
Parsippany, New Jersey
July 29, 2002
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED HEREIN.
EMERSON RADIO CORP.
---------------------
PROXY STATEMENT
---------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 25, 2002
---------------------
To Our Stockholders:
This Proxy Statement is furnished to our stockholders for use at our Annual
Meeting of Stockholders to be held at the Bent Tree Country Club, 5201
Westgrove, Dallas, Texas 75248, on September 25, 2002 at 1:00 p.m. (local time),
or at any adjournment or adjournments thereof (the "Annual Meeting"). Emerson's
stockholders of record as of the close of business on July 29, 2002 (the "Record
Date") are entitled to vote at the Annual Meeting. We expect to begin mailing
this Proxy Statement and the enclosed proxy card to our stockholders on or about
July 30, 2002.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
The accompanying proxy card is designed to permit each of our stockholders
as of the Record Date to vote on each of the proposals brought before the Annual
Meeting. As of the Record Date, there were 26,907,169 shares of our common
stock, par value $.01 per share, issued and outstanding and entitled to vote at
the Annual Meeting. Each outstanding share of our common stock is entitled to
one vote.
The holders of a majority of our outstanding shares of common stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. If a quorum is not present, the Annual Meeting
may be adjourned from time to time until a quorum is obtained. Shares as to
which authority to vote has been withheld with respect to the election of any
nominee for director will not be counted as a vote for such nominee. Abstentions
and broker non-votes are counted as stockholders who are present and entitled to
vote and they count toward a quorum but are not taken into account in
determining, and have no effect on, the outcome of the election of directors. A
broker non-vote occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner (despite voting on at least one other
proposal for which the nominee does have discretionary authority or for which it
has received instructions). Brokers holding shares of record for customers
generally are not entitled to vote on certain "non-routine" matters unless they
receive voting instructions from their customers.
The accompanying proxy card provides space for you to vote in favor of, or
to withhold voting for, the nominees for the Board of Directors. The members of
our Board of Directors are elected by plurality and the five nominees who
receive the most votes will be elected. The Board of Directors urges you to
complete, sign, date and return the proxy card in the accompanying envelope,
which is postage prepaid for mailing in the United States.
When a signed proxy card is returned with choices specified with respect to
voting matters, the proxies designated on the proxy card vote the shares in
accordance with the stockholder's instructions. The proxies we have designated
for the stockholders are Geoffrey P. Jurick and Kenneth A. Corby. If you desire
to name another person as your proxy, you may do so by crossing out the names of
the designated proxies and inserting the names of the other persons to act as
your proxies. In that case, it will be necessary for you to sign the proxy card
and deliver it to the person named as your proxy and for the named proxy to be
present and vote at the Annual Meeting. Proxy cards so marked should not be
mailed to us.
If you sign your proxy card and return it to us and you have made no
specifications with respect to voting matters, your shares will be voted for the
election of the five nominees for director and, at the discretion of the proxies
designated by us, on any other matter that may properly come before the Annual
Meeting or any adjournment(s).
You have the unconditional right to revoke your proxy at any time prior to
the voting of the proxy by taking any act inconsistent with the proxy. Acts
inconsistent with the proxy include notifying Emerson's Secretary in writing of
your revocation, executing a subsequent proxy, or personally appearing at the
Annual Meeting and casting a contrary vote. However, no revocation shall be
effective unless at or prior to the Annual Meeting we have received notice of
such revocation.
ELECTION OF DIRECTORS
Five directors are proposed to be elected at the Annual Meeting. If
elected, each director will hold office until the next Annual Meeting of our
stockholders or until his successor is elected and qualified. The election of
directors will be decided by a plurality vote.
All nominees named in this proxy statement are members of our present Board
of Directors and have consented to serve if elected. We have no reason to
believe that any of the nominees named will be unable to serve. If any nominee
becomes unable to serve, (i) the shares represented by the designated proxies
will be voted for the election of a substitute as the Board of Directors may
recommend, (ii) the Board of Directors may reduce the number of directors to
eliminate the vacancy, or (iii) the Board of Directors may fill the vacancy at a
later date after selecting an appropriate nominee.
Nominations for election to the Board of Directors may be made by the Board
of Directors, a nominating committee appointed by the Board of Directors or by
any stockholder entitled to vote for the election of directors. Nominations,
other than those made by or on behalf of the Board, shall be in writing and
shall be delivered to our President or Chairman of the Board not less than 20
days prior to the applicable meeting, and must set forth as to each proposed
nominee, to the extent known by the notifying stockholder: (a) the name and
address of each nominee proposed in such notice; (b) the principal occupation or
employment of each such nominee; (c) the total number of shares of our common
stock that will be voted for each such nominee; (d) the name and residence
address of the notifying stockholder; (e) the number of shares of our common
stock owned by the notifying shareholder; and (f) all other information
concerning the nominee that must be disclosed of nominees in proxy solicitations
pursuant to Rule 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Any such recommendation must be accompanied by a written
statement from the individual nominee giving his or her consent to be named as a
candidate and, if nominated and elected, to serve as a director.
The current Board of Directors nominated the individuals named below for
election to our Board of Directors and background information on each of the
nominees (as of July 15, 2002) is set forth below. See "Security Ownership of
Certain Beneficial Owners and Management" for additional information about the
nominees, including their ownership of securities issued by the Company.
Year First
Became
Name Age Director Principal Occupation or Employment
---- --- -------- ----------------------------------
Robert H. Brown, Jr. 48 1992 Since January 1999, President and Chief
Executive Officer of Frost Securities,
Inc., an investment banking firm; from
July 1998 to January 1999, President of
RHB Capital, LLC; from January 1990 to
July 1998, held a variety of positions
with Dain Rauscher, formerly Rauscher
Pierce Refsnes, Inc. ("Rauscher"),
including Senior Vice President and
Director of the Corporate Finance
Department and Executive Vice President
of Capital Markets; since April 1996, a
Director of Claimsnet.com, which is
traded on the Nasdaq Stock Market.
Peter G. Bunger 61 1992 Since 1990, a consultant with Savarina
AG, an entity engaged in the business of
portfolio management monitoring in
Zurich, Switzerland; since October 1992,
a Director of Savarina AG; since
December 1996, a Director of Sport
Supply Group, Inc. ("SSG"), which is
quoted on the over the counter bulletin
board (OTC: SSPY). As of July 29, 2002,
Emerson beneficially owned approximately
53.2% of the issued and outstanding
common shares of SSG. See "Certain
Relationships and Related Transactions -
Relationship with Sport Supply Group,
Inc".
Jerome H. Farnum 66 1992 Since July 1994, an independent
consultant.
Stephen H. Goodman 58 1999 Since September 1999, Chairman,
President, Chief Executive Officer and a
Director of Singer, N.V. ("Singer");
from January 1998 to September 1999 was
President, Chief Executive Officer and a
Director of The Singer Company, N.V.
("Old Singer"); is also a director and
officer of a number of Singer's
affiliates and subsidiaries; from March
1986 to December 1997, held a variety of
positions with Bankers Trust Company,
including Managing Director, Corporate
Strategy, New York and Managing
Director, Strategic Advisory and Mergers
& Acquisitions Business, Asia. On
September 6, 1999, GM Pfaff A.G., then a
subsidiary of Old Singer, filed a
voluntary petition for relief under the
reorganization provisions of the German
Bankruptcy Code, in the lower court of
Kaiserslautern, Germany. On September 12
and 13, 1999, Old Singer and its U.S.
subsidiaries and the holding companies
for its foreign businesses, and a number
of Old Singer's foreign operating
subsidiaries, filed voluntary petitions
for relief under the reorganization
provisions of the United States
Bankruptcy Code, in the United States
District Court for the Southern District
of New York. Singer emerged from
bankruptcy on September 14, 2000.
Geoffrey P. Jurick 61 1990 Since July 1992, Chief Executive Officer
of Emerson; since December 1993,
Chairman; since April 1997, President;
since December 1996, Director and
Chairman of the Board of Directors and,
since January 1997, Chief Executive
Officer of SSG. See "Certain
Relationships and Related Transactions".
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of July 29, 2002, the beneficial
ownership of (i) each current director; (ii) each of our executive officers
named in the Summary Compensation Table ("executive officers"); (iii) our
directors and executive officers as a group and (iv) each stockholder known by
us to own beneficially more than 5% of our outstanding shares of common stock.
Amount and Nature of
Name and Address of Beneficial Owners Beneficial Ownership (1) Percent of Class (1)
------------------------------------- ------------------------- -------------------
Geoffrey P. Jurick (2)* 10,475,100 38.1%
Robert H. Brown, Jr. (3)* 50,000 **
Peter G. Bunger (3)* 41,666 **
Jerome H. Farnum (3)* 41,666 **
Stephen H. Goodman (3)* 16,666 **
Marino Andriani (4) 225,000 **
Kenneth A. Corby (4) 123,433 **
John J. Raab (4) 83,333 **
All Directors and Executive 11,056,864 39.5%
Officers as a Group (8 persons) (5) ______________________________________________
(*) Director (All current directors are nominees for director.)
(**) Less than one percent
(1) Based on 26,907,169 shares of common stock outstanding as of July 29, 2002.
Each beneficial owner's percentage ownership of common stock is determined by
assuming that options and other convertible securities that are held by such
person (but not those held by any other person) and that are exercisable or
convertible within 60 days after July 29, 2002 have been exercised or converted.
Except as otherwise indicated, the beneficial ownership table does not include
(i) common stock issuable upon exercise of outstanding options, which are not
currently exercisable within 60 days after July 29, 2002, or (ii) common stock
issuable upon conversion of Emerson's 8-1/2% Senior Subordinated Convertible
Debentures Due 2002 (the "Debentures"). Except as otherwise indicated and based
upon our review of information as filed with the U.S. Securities and Exchange
Commission ("SEC"), we believe that the beneficial owners of the securities
listed have sole investment and voting power with respect to such shares,
subject to community property laws where applicable.
(2) Mr. Jurick's beneficial ownership consists of 9,875,100 shares of common
stock directly owned by him, of which 4,188,975 shares of common stock are
beneficially held by Mr. Jurick pursuant to the Order Regarding Termination of
Stipulation and Order, dated May 25, 2002. See "Certain Relationships and
Related Transactions - Certain Outstanding Common Stock". Also includes options
held by Mr. Jurick to purchase 600,000 shares of common stock that are
exercisable within 60 days after July 29, 2002.
(3) Comprised of options issued pursuant to Emerson's 1994 Non-Employee Director
Stock Option Plan that are exercisable within 60 days after July 29, 2002.
(4) Comprised of options issued pursuant to Emerson's 1994 Stock Compensation
Program that are exercisable within 60 days after July 29, 2002. Also includes
40,000 shares of common stock owned by Mr. Corby and 75,000 shares of common
stock owned by Mr. Andriani.
(5) Includes 1,066,664 shares of common stock issuable upon exercise of options
that are exercisable within 60 days after July 29, 2002. Excludes options to
purchase an aggregate of 133,335 shares of common stock that are not exercisable
within 60 days after July 29, 2002.
BOARD OF DIRECTORS AND COMMITTEES
Our business is managed under the direction of our Board of Directors.
The Board of Directors meets periodically during our fiscal year to review
significant developments affecting Emerson and to act on matters requiring Board
of Director approval. The Board of Directors held nine (9) formal meetings
during the fiscal year ended March 31, 2002 ("Fiscal 2002") and acted by
unanimous written consent four (4) times. During Fiscal 2002, each member of the
Board of Directors participated in at least 75% of all Board of Director
meetings and all committee meetings held during the period.
During Fiscal 2002, our Board of Directors had an Audit Committee,
Compensation and Personnel Committee, Executive Committee and Special Committee
to devote attention to specific subjects and to assist the Board of Directors in
the discharge of its responsibilities. The functions of these committees and
their current members are described below.
Audit Committee. Our Audit Committee, and each of its three members,
Messrs. Farnum (Chairman), Brown and Goodman, fulfills the requirements of the
rules applicable to members of the American Stock Exchange with regard to
independence and qualification. The Audit Committee recommends to the Board of
Directors the appointment of a firm of independent certified public accountants
to conduct audits of our accounts and affairs and monitors the performance of
such firm. The Audit Committee also reviews the adequacy of our internal system
of accounting controls, the findings and reports of, and confers with, the
independent auditors concerning their examination of our books and records and
provides assistance to the Board of Directors with regard to same. During Fiscal
2002, the Audit Committee formally met five (5) times. For additional
information concerning our Audit Committee, see "Report of Audit Committee".
Compensation and Personnel Committee. Our Compensation and Personnel
Committee is presently comprised of Messrs. Brown (Chairman), Bunger and Farnum
(each of whom is a non-employee Director). The Committee (i) makes
recommendations to the Board of Directors concerning remuneration arrangements
for senior executive management; (ii) administers our 1994 Stock Compensation
Program; and (iii) makes such reports and recommendations, from time to time, to
the Board of Directors upon such matters as the Committee may deem appropriate
or as may be requested by the Board of Directors. During Fiscal 2002, the
Compensation Committee met one (1) time and acted by unanimous consent two (2)
times. See "Executive Compensation and Other Information--Report of Compensation
and Personnel Committee".
Executive Committee. Our Executive Committee is presently comprised of
Messrs. Brown, Bunger, Farnum and Jurick (Chairman). Mr. Goodman is an alternate
Committee member. Subject to the provisions of our By-Laws, the Executive
Committee has all of the power and authority of the Board of Directors with
certain exceptions. During Fiscal 2002, the Executive Committee acted by
unanimous consent one (1) time.
Special Committee. Our Special Committee, comprised of Messrs. Brown
and Goodman, was formed as part of a Stipulation and Order of Settlement, dated
June 11, 1996, between the Company, Mr. Jurick, Fidenas International Limited
and its predecessor ("FIN"), GSE Multimedia Technologies Corporation ("GSE"),
Elision International Ltd. ("Elision"), Petra and Donald Stelling (the
"Stellings"), Thomas Hackett, Official Liquidator of Fidenas International Bank
Limited (the "Fidenas Liquidator") and Barclays Bank PLC ("Barclays") (the
"Settlement Agreement") to evaluate, and make recommendations to the Board of
Directors regarding, any offer to purchase certain of our shares of common
stock, which were the subject of the Settlement Agreement. During Fiscal 2002,
the Special Committee met one (1) time. See "Certain Relationships and Related
Transactions - Certain Outstanding Common Stock".
The Board of Directors did not have a standing nominating committee,
or any other committee performing similar functions during Fiscal 2002. Our
Board of Directors, as a whole, performed the functions customarily attributable
to a nominating committee.
Compensation of Directors
In Fiscal 2002, our directors who were not employees were paid
$10,000; members of the Compensation and Personnel Committee were paid an
additional $5,000; members of the Executive Committee were paid an additional
$5,000; members of the Audit Committee were paid an additional $7,500; and
members of the Special Committee were paid an additional $2,500. Accordingly,
during Fiscal 2002, Messrs. Brown, Bunger, Farnum and Goodman received $30,000,
$20,000, $27,500 and $25,000, respectively. All compensation paid to our
Directors is paid in quarterly installments. Directors who are our employees are
not paid for their services as a director. Additionally, each director, who is
not an employee, is eligible to participate in our 1994 Non-Employee Director
Stock Option Plan.
Officers
The following table sets forth certain information regarding the
current officers of the Company:
Name Age Position Fiscal Year Became Officer
Geoffrey P. Jurick 61 Chairman of the Board, Chief 1992
Executive Officer and
President, Director
John J. Raab 66 Executive Vice President - International 1995
Marino Andriani 54 President, Emerson Radio 1996
Consumer Products Corporation
Kenneth A. Corby 41 Executive Vice President - 2000
Chief Financial Officer
John P. Walker 39 Executive Vice President - 1993
Global Management
Elizabeth J. Calianese 44 Senior Vice President - 1995
Human Resources, General
Counsel, Secretary
Paul R. Gullett 63 Senior Vice President - 2000
International; President -
Emerson Radio (Hong Kong)
Limited
Patrick Murray 51 Senior Vice President - 2001
Sales, Emerson Radio
Consumer Products Corporation
Geoffrey P. Jurick has served as Director since September 1990, President since
April 1997, Chief Executive Officer since July 1992, and Chairman since December
1993. Since December 1996, Mr. Jurick has served as a Director, Chairman of the
Board and Chief Executive Officer of SSG. See "Election of Directors."
Marino Andriani has served as President of Emerson Radio Consumer Products
Corporation since February 1996.
John J. Raab has served as Executive Vice President - International since June
2000, Senior Vice President - International from October 1997 to June 2000 and
Senior Vice President-Operations from October 1995 to October 1997.
Kenneth A. Corby has served as Executive Vice President - Finance and Chief
Financial Officer since April 2001, as Senior Vice President - Finance from June
2000 to April 2001, as Assistant Chief Financial Officer from March 1997 to
March 2000 and as Manager - Finance from May 1996 to March 1997. Since September
1997, Mr. Corby has served as Vice President - Corporate Development of SSG.
John P. Walker has served as Executive Vice President - Global Operations since
April 2001 and as Executive Vice President and Chief Financial Officer from
April 1996 to April 2001. Since July 1998, Mr. Walker has served as President of
SSG and as a Director of SSG since December 1996. From July 1998 to July 1999,
Mr. Walker served as Chief Operating Officer of SSG, from December 1996 to July
1999, as Chief Financial Officer of SSG, and from December 1996 to July 1998 as
Executive Vice President of SSG.
Elizabeth J. Calianese has served as General Counsel and Senior Vice President -
Human Resources since June 2000 and as Secretary since January 1996. Ms.
Calianese served as Vice President-Human Resources and Deputy General Counsel
from May 1995 to June 2000.
Paul R. Gullett has served as Senior Vice President of Emerson and President -
Emerson Radio (Hong Kong) Limited since June 2000 and as a Director of Emerson
Radio (Hong Kong) Limited since 1995. Mr. Gullett also served as Managing
Director/Vice President of Emerson Radio (Hong Kong) Limited from June 1995 to
June 2000.
Patrick Murray has served as Senior Vice President - Sales, Emerson Radio
Consumer Products Corporation since May 2001. Mr. Murray served as Executive
Vice President of Motion Systems (Betesh Group) from 1997 to May 2001. Prior
thereto, Mr. Murray served as Vice President - Sales and Marketing of Emerson
Radio Corp. from 1996 to 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)") requires our officers and directors, and persons who own more
than 10% of a registered class of our equity securities to file reports of
ownership and changes in ownership with the SEC and the American Stock Exchange.
Officers, directors and greater than 10% stockholders are required by certain
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by us,
we believe that, during Fiscal 2002, our officers, directors and greater than
10% beneficial owners have complied with all applicable filing requirements with
respect to our equity securities.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation of Executive Officers
The following table sets forth certain information regarding
compensation paid to our Chief Executive Officer and each of our other four most
highly compensated executive officers for services rendered in all capacities to
us during the 2002, 2001 and 2000 fiscal years:
Summary Compensation Table
--------------------------
ALL
OTHER SECURITIES OTHER
ANNUAL UNDER COMPEN-
NAME AND PRINCIPAL FISCAL COMPEN- LYING SATION (2)
POSITION(S) YEAR SALARY BONUS SATION(1) OPTIONS
GEOFFREY P. JURICK 2002 $411,600 $88,000 $ 61,291 --- $3,905
CHAIRMAN OF THE 2001 411,600 88,000 61,463 --- ---
BOARD, CHIEF 2000 411,600 --- 67,910 --- ---
EXECUTIVE OFFICER
AND PRESIDENT
MARINO ANDRIANI 2002 385,000 86,500 --- --- 12,450
PRESIDENT, EMERSON 2001 385,000 865,412 --- --- 12,767
RADIO CONSUMER 2000 385,000 557,562 --- 225,000 14,679
PRODUCTS CORPORATION
(3)
JOHN J. RAAB 2002 250,000 100,000 --- --- 9,328
EXECUTIVE VICE 2001 210,000 100,000 --- 50,000 13,659
PRESIDENT - 2000 210,000 30,000 --- --- 10,544
INTERNATIONAL (3)
KENNETH A. CORBY 2002 230,000 125,000 --- 25,000 15,585
EXECUTIVE VICE 2001 175,000 125,000 --- --- 14,565
PRESIDENT, CHIEF 2000 --- --- --- 75,000 ---
FINANCIAL OFFICER (3)
PATRICK MURRAY 2002 276,923 50,000 --- --- 9,717
SENIOR VICE PRESIDENT 2001 --- --- --- --- ---
SALES, EMERSON RADIO 2000 --- --- --- --- ---
CONSUMER PRODUCTS
CORPORATION
(1) Other annual compensation consists of temporary lodging expenses in the
amount of $61,291, $61,643, and $67,910 for Mr. Jurick, for Fiscal 2002,
2001 and 2000, respectively. In Fiscal 2002, Mr. Jurick also received
$250,000 in salary for the services he rendered to SSG. In Fiscal 2000, Mr.
Corby was employed and paid directly by SSG. Pursuant to the management
services agreement between Emerson and SSG, as described below, in Fiscal
2000, SSG charged Emerson for the services provided by Mr. Corby to
Emerson. In Fiscal 2001 and Fiscal 2002, Emerson charged SSG $96,250 and
$100,000, respectively, for the services Mr. Corby provided to SSG.
(2) All other compensation consists of Emerson's contribution to our 401(k)
employee savings plan, group health, life insurance and disability
insurance and country club fees.
(3) In October 1999, Mr. Andriani was granted stock options to purchase an
additional 225,000 shares of common stock at an exercise price of $1.00 per
share. In June 1999, Mr. Corby was granted stock options to purchase 75,000
shares of common stock at an exercise price of $1.00 per share. In July
2000, our Board of Directors granted stock options to Mr. Raab to purchase
an additional 50,000 shares of common stock, at an exercise price of $1.00
per share. In April 2001, Mr. Corby was granted stock options to purchase
an additional 25,000 shares of common stock at an exercise price of $1.50
per share. Pursuant to our Stock Compensation Plan, these options will vest
in equal installments over 3 years, commencing one year from the date of
grant, and their exercise is contingent on continued employment with
Emerson.
Option Grants During 2002 Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation
for Option Term (2)
% of Total
Number Options Granted Exercise
of Options to Employees Price Per Expiration
Name Granted (1) in Fiscal 2002 Share Date 5% 10%
----------------------------- -------------- ------------------- -------------- ------------- ------------ -------------
GEOFFREY P. JURICK --- --- --- --- --- ---
MARINO ANDRIANI --- --- --- --- --- ---
JOHN J. RAAB --- --- --- --- --- ---
KENNETH A. CORBY 25,000 96.2 $1.50 April 1, 2011 52,535 83,657
PATRICK MURRAY --- --- --- --- --- ---
1. The stock options were granted under the 1994 Stock Compensation Program,
and, unless otherwise designated at the time of grant, are exercisable
commencing one year after the grant date in three equal annual
installments, with full vesting occurring on the third anniversary of the
date of the grant.
2. The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rates of 5% and 10% as required
by the SEC over a ten-year term and therefore, are not intended to forecast
possible future appreciation, if any, of the stock price. The disclosure
assumes the options will be held for the full ten-year term prior to
exercise. Such options may be exercised prior to the end of such ten-year
term. The actual value, if any, an executive officer may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised. There can be no assurance that the stock price
will appreciate at the rates shown in the table.
Option Exercises During Fiscal 2002 and Fiscal 2002 Year End Holdings
The following table provides information related to options exercised
by our executive officers during Fiscal 2002 and the number and value of options
held at the end of Fiscal 2002 by our executive officers. We do not have any
outstanding stock appreciation rights.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End at FY-End
Acquired Value (#) ($)(1)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
------------------------- ------------- ------------ ------------------ ------------------------------
Geoffrey P. Jurick --- --- 600,000/0 $ 174,000/$ 0
Marino Andriani --- --- 150,000/75,000 $ 43,500/$21,750
John J. Raab --- --- 66,667/33,333 $ 19,333/$9,667
Kenneth A. Corby --- --- 50,000/50,000 $ 14,500/$14,500
Patrick Murray --- --- --- ---
(1) The closing price for our common stock as reported by the American Stock
Exchange on March 31, 2002 was $1.29. Value is calculated on the basis of the
difference between $1.29 and the option exercise price of "in the money"
options, multiplied by the number of shares of our common stock underlying the
option.
Equity Compensation Plan Information
The following table gives information about our common stock that may
be issued upon the exercise of options and rights under our 1994 Stock
Compensation Program and 1994 Non-Employee Director Stock Option Plan (the
"Plans") as of March 31, 2002. The Plans are the only equity compensation plans
in existence as of March 31, 2002.
---------------------------- -------------------------- -------------------------- --------------------------
Number of securities to be Weighted average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plans
(a) (b) (c)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans
approved by security 1,671,000 $1.04 629,000
holders
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans
not approved by security -0- -0- -0-
holders
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Total 1,671,000 $1.04 629,000
---------------------------- -------------------------- -------------------------- --------------------------
Certain Employment Agreements
Effective as of September 1, 2001, Geoffrey P. Jurick, our Chairman,
Chief Executive Officer and President, entered into three-year employment
agreements ("Jurick Employment Agreements") with us and two of our wholly-owned
subsidiaries, Emerson Radio (Hong Kong) Limited and Emerson Radio International
Ltd. (formerly Emerson Radio (B.V.I.) Ltd.) (hereinafter, collectively the
"Companies"), providing for an aggregate annual compensation of $411,600,
subject to adjustment in the event that Mr. Jurick's employment with SSG is
terminated. In addition to his base salary, Mr. Jurick is entitled to an annual
bonus upon recommendation by the Compensation and Personnel Committee of our
Board of Directors, subject to the final approval of our Board of Directors.
Subject to certain conditions, each of the Jurick Employment
Agreements grants to Mr. Jurick severance benefits, through expiration of the
respective terms of each of such agreements, commensurate with Mr. Jurick's base
salary, in the event that his employment terminates due to permanent disability,
without cause or as a result of constructive discharge (as defined therein). In
the event that Mr. Jurick's employment terminates due to termination for
"cause", because Mr. Jurick unilaterally terminates the agreements or for
reasons other than constructive discharge or permanent disability, Mr. Jurick
shall only be entitled to base salary earned through the applicable date of
termination. Similar provisions are set forth in each of the contracts described
below.
Effective September 1, 2001, John J. Raab, Executive Vice President -
International, entered into a three-year employment agreement ("Raab Employment
Agreement") with us, providing for an annual compensation of $250,000, which was
increased to $257,500, effective April 1, 2002. In addition to his base salary,
Mr. Raab may also receive an additional annual performance bonus to be
recommended by the Compensation and Personnel Committee of our Board of
Directors, subject to the final approval of our Board of Directors.
Effective September 1, 2001, Kenneth A. Corby, Chief Financial Officer
and Executive Vice President, entered into a three-year employment agreement
("Corby Employment Agreement") with us, providing for an annual compensation of
$230,000, which was increased to $237,800, effective April 1, 2002. In addition
to his base salary, Mr. Corby may also receive an additional annual performance
bonus to be recommended by the Compensation and Personnel Committee of our Board
of Directors, subject to the final approval of our Board of Directors.
Effective September 1, 2001, Elizabeth J. Calianese, General Counsel,
Senior Vice President - Human Resources and Secretary, entered into a three-year
employment agreement ("Calianese Employment Agreement") with us providing for an
annual compensation of $200,000, which was increased to $206,000 effective April
1, 2002. In addition to her base salary, Ms. Calianese is entitled to an annual
performance bonus to be recommended by the Compensation and Personnel Committee
of our Board of Directors, subject to the final approval of our Board of
Directors. We have also agreed for the term of the Calianese Employment
Agreement and three years thereafter, to pay for and maintain legal malpractice
insurance covering Ms. Calianese for occurrences and actions taken by her at any
time prior to or during the term of such agreement on behalf of us or our
employees. We have also agreed to pay all sums, which may be deductible amounts,
not otherwise paid by such insurer.
In the event that Messrs. Jurick, Raab and Corby and Ms. Calianese,
were to be terminated due to permanent disability, without cause or as a result
of constructive discharge, the estimated dollar amount to be paid after March
31, 2002 to each such individual, based on the terms of their respective
contracts, would be $995,000, $622,000, $575,000 and $498,000, respectively.
Compensation Committee Interlocks and Insider Participation
Geoffrey P. Jurick serves as Chairman of the Board and Chief Executive
Officer of Emerson and SSG and participated in deliberations concerning senior
executive officer compensation for both companies. In Fiscal 2002, Mr. Jurick
also received $250,000 in salary for the services he rendered to SSG. Mr.
Bunger, who is a Director of Emerson and SSG, serves on the Compensation
Committees of both companies. Kenneth A. Corby serves as our Executive Vice
President and Chief Financial Officer and as Vice President - Corporate
Development of SSG. During Fiscal 2002, John P. Walker, Emerson's Executive Vice
President - Global Management, served as SSG's Director and President.
Report of Compensation and Personnel Committee
The Compensation and Personnel Committee of our Board of Directors
(the "Compensation Committee") oversees our senior executive compensation
strategy. The strategy is implemented through policies designed to support the
achievement of our business objectives and the enhancement of stockholder value.
Our Compensation Committee reviews, on an ongoing basis, all aspects of senior
executive compensation and its policies support the following objectives:
o The reinforcement of management's concern for enhancing stockholder
value.
o The attraction, hiring and retention of qualified executives.
o The provision of competitive compensation opportunities for exceptional
performance.
The basic elements of our senior executive compensation strategy are:
Base salary. Base salaries for our senior executive managers
represent compensation for the performance of defined functions and
assumption of defined responsibilities. The Compensation Committee reviews
each senior executive's base salary on an annual basis. In determining
salary adjustments, the Compensation Committee considers our growth in
earnings and revenues and the executive's performance level, as well as
other factors relating to the executive's specific responsibilities. Also
considered are the executive's position, experience, skills, potential for
advancement, responsibility, and current salary in relation to the expected
level of pay for the position. Our Compensation Committee exercises its
judgment based upon the above criteria and does not apply a specific
formula or assign a weight to each factor considered.
Annual incentive compensation. At the beginning of each year, our
Board of Directors establishes our performance goals for that year, which
may include target increases in sales, net income and earnings per share,
as well as more subjective goals with respect to marketing, product
introduction and expansion of customer base. Bonuses awarded to executive
officers are discretionary based primarily upon individual achievement,
with the exception of Messrs. Andriani and Murray who are compensated
based upon an incentive formula.
Long-term incentive compensation. Our long-term incentive
compensation for management and employees consists of stock options awarded
under the 1994 Stock Compensation Program.
Our Compensation Committee views the granting of stock options as a
significant method of aligning management's long-term interests with those of
the stockholders and determines awards to executives based on its evaluation of
criteria that include responsibilities, compensation, past and expected
contributions to the achievement of our long-term performance goals. Stock
options are designed to focus executives on our long-term performance by
enabling them to share in any increases in value of our stock.
Our Compensation Committee encourages executives, individually and
collectively, to maintain a long-term ownership position in our stock. The
Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges a strong link
between our executives and stockholders.
Compensation of the Chief Executive Officer
Mr. Geoffrey P. Jurick is our Chief Executive Officer, Chairman of the
Board of Directors and President. The Compensation Committee considered the
results in all aspects of our business, and Mr. Jurick's performance during
Fiscal 2002.
Mr. Jurick's annual compensation for Fiscal 2002, comprised of an
annual base salary of $411,600, is consistent with our Committee's targeted
annual compensation level and with the limitations previously established by the
Settlement Agreement. In Fiscal 2002, Mr. Jurick also received $250,000 in
salary for the services he rendered to SSG. See "Summary Compensation Table" and
"Certain Relationships and Related Transactions - Certain Outstanding Common
Stock".
Policy on Qualifying Compensation
Our Board of Directors has considered the potential impact of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Section
162(m) generally provides that, for tax years beginning on or after January 1,
1994, a publicly held company's deduction for compensation paid to its covered
employees is limited to $1 million per year, subject to certain exceptions. Our
policy is to qualify, to the extent reasonable, our executive officers'
compensation for deductibility under applicable tax laws. However, the Board of
Directors believes that its primary responsibility is to provide a compensation
program that will attract, retain and reward the executive talent necessary to
our success. Consequently, the Board of Directors recognizes that the loss of a
tax deduction could be necessary in some circumstances.
This report is submitted by the members of the Board of Directors and
the Compensation and Personnel Committee that were in existence at the end of
Fiscal 2002.
Board of Directors Compensation and Personnel Committee
------------------ ------------------------------------
Geoffrey P. Jurick, Chairman Robert H. Brown, Jr., Chairman
Robert H. Brown, Jr. Peter G. Bunger
Peter G. Bunger Jerome H. Farnum
Jerome H. Farnum
Stephen H. Goodman
This report shall not be deemed incorporated by reference in any
filing by us under the Securities Act of 1933, as amended (the "Securities Act")
or the Securities Exchange Act of 1934, as amended (the "Exchange Act") except
to the extent that we specifically incorporate this information by reference,
and shall not otherwise be deemed filed under either act.
Report of Audit Committee
The Board of Directors adopted the Audit Committee Charter on June 9,
2000 and reviewed, reassessed and ratified the Charter on June 22, 2001 and July
11, 2002, a copy of which was attached to our Proxy Statement filed with the SEC
on July 13, 2000. Management is responsible for Emerson's internal controls and
financial reporting process. Emerson's independent auditors are responsible for
performing an independent audit of Emerson's consolidated financial statements
in accordance with generally accepted auditing standards and for issuing a
report thereon. The Audit Committee of the Board of Directors is responsible for
monitoring and overseeing these processes. Our common stock is listed on the
American Stock Exchange and we are governed by the listing standards of such
exchange. All of the members of our Audit Committee have been determined to be
"independent directors" under the listing standards of the American Stock
Exchange.
In this context, the Audit Committee has reviewed the audited
consolidated financial statements and have met and held discussions with
management and Ernst & Young, LLP, Emerson's independent auditors ("Ernst &
Young"). Management has represented to the Audit Committee that Emerson's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles. The Audit Committee also discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61, which includes, among other items, matters related to the
conduct of the audit of Emerson's financial statements.
The independent auditors also provided the Audit Committee with
written disclosures and the letter required by Independence Standards Board
Standard No. 1, which relates to the auditor's independence from Emerson and its
related entities, and the Audit Committee discussed with the independent
auditors their independence.
Based on the Audit Committee's discussions with management and the
independent auditors, as well as the Audit Committee's review of the
representations of management and the report of the independent auditors to the
Audit Committee, the Audit Committee recommended to the Board of Directors that
Emerson's audited consolidated financial statements be included in the Annual
Report on Form 10-K for the fiscal year ended March 31, 2002 and filed with the
SEC.
The Audit Committee has selected Ernst & Young to be retained as
Emerson's independent certified public accountants to conduct the annual audit
and to report on, as may be required, the consolidated financial statements that
may be filed by Emerson with the SEC during the ensuing year.
Audit Fees and Related Matters
Audit Fees
During Fiscal 2002, Emerson was billed approximately $175,000 by Ernst & Young
for the audit of Emerson's annual financial statements for Fiscal 2002 and for
the review of the financial statements included in Emerson's quarterly reports
on Form 10-Q filed during Fiscal 2002.
Financial Information Systems Design Implementation Fees
We were not billed for and did not receive any professional services described
in Paragraph (c)(4)(ii) of Rule 2-01 of the SEC's Regulation S-X (in general,
information technology services) from Ernst & Young during Fiscal 2002.
All Other Fees
We were billed $24,000 for non-audit services (other than non-audit services
described above) from Ernst & Young during Fiscal 2002.
Other Matters
The Audit Committee of the Board of Directors has considered whether the
provision of non-audit services is compatible with maintaining Ernst & Young's
independence.
Of the time expended by Ernst & Young to audit Emerson's financial statement for
Fiscal 2002, less than 50% of such time involved work performed by persons
other than Ernst & Young's full-time, permanent employees.
This report is submitted by the members of the Audit Committee that were in
existence at the end of Fiscal 2002.
Members of the Audit Committee
Robert H. Brown, Jr.
Jerome H. Farnum
Stephen H. Goodman
This report shall not be deemed incorporated by reference in any
filing by us under the Securities Act or the Exchange Act except to the extent
that we specifically incorporate this information by reference, and shall not
otherwise be deemed filed under either act.
COMPARISON OF CUMULATIVE TOTAL RETURN
Share Price Performance Graph
The following graph shows a comparison of cumulative total returns on
our common stock for the period April 1, 1997 to March 31, 2002, with the
cumulative total return over the same period for the American Stock Exchange and
a peer group of companies. Companies used for the peer group are Boston
Acoustics, Inc., Cobra Electronics Corp., Koss Corp., Pioneer Corporation and
Recoton Corp. In selecting companies to be part of the peer group, we focus on
publicly traded companies that design and/or distribute consumer electronic
products, which have characteristics similar to ours in terms of one or more of
the following: type of product, distribution channels, sourcing or sales volume.
The comparison assumes the investment of $100 in our common stock on April 1,
1997 and reinvestment of all dividends. The information in the graph was
provided by Media General Financial Services ("MGFS").
COMPARISON OF CUMULATIVE TOTAL RETURN OF
EMERSON RADIO CORP., PEER GROUP INDEX AND BROAD MARKET INDEX
FISCAL YEAR ENDING
Company/Index/Market 1997 1998 1999 2000 2001 2002
Emerson Radio Corp. 100.00 41.18 70.59 70.59 122.35 121.41
Peer Group Index 100.00 103.00 111.18 168.14 152.76 112.33
Amex Market Index 100.00 130.62 123.60 174.79 147.46 146.25
The Peer Group Index is made up of the following securities:
Boston Acoustics, Inc.
Cobra Electronics Corp.
Koss Corp.
Pioneer Corporation
Recoton Corp.
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Share Price Performance Graph will
not be deemed to be incorporated by reference in any filing by us under the
Securities Act or the Exchange Act except to the extent that we specifically
incorporate the graph by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship with Sport Supply Group, Inc.
As of July 29, 2002, we and Emerson Radio (Hong Kong) Limited
("Emerson HK"), our wholly owned subsidiary, owned 4,746,023 shares, or
approximately 53.2%, of the issued and outstanding shares of SSG common stock.
Our Board of Directors includes the following people that are
associated with SSG: Geoffrey P. Jurick, our Chairman, Chief Executive Officer
and President and Chairman and Chief Executive Officer of SSG, and Peter G.
Bunger, a Director of both companies and member of the Compensation Committee of
each company. Kenneth A. Corby serves as our Executive Vice President and Chief
Financial Officer and as Vice President - Corporate Development of SSG. John P.
Walker, our Executive Vice President - Global Management also serves as a
Director and President of SSG.
During 1997, we entered into a management services agreement with SSG
in an effort to share certain administrative and logistic functions and to
enable SSG and Emerson to reduce certain costs. The management services
agreement may be terminated by either SSG or us on sixty (60) days' prior
notice. We incurred net fees of $373,000, $293,000 and $488,000 for services
provided pursuant to this agreement during Fiscal 2002, 2001 and 2000,
respectively.
Certain Outstanding Common Stock
On May 25, 2000, we entered into an Option Agreement among us, the
Fidenas Liquidator, Barclays and Mr. Jurick and various of his affiliates,
pursuant to which we had the right to repurchase 4.1 million shares of our
common stock for an aggregate purchase price of $5.5 million, or $1.34 per share
from the Fidenas Liquidator and Barclays. The Option Agreement arose as a result
of a decision of the United States District Court for the District of New Jersey
which terminated the Settlement Agreement between Mr. Jurick, the Fidenas
Liquidator, the Stellings and Barclays. In May 2001, we paid $550,000 and we
exercised our right to extend the option to purchase such shares of common stock
for an additional one year period. In May 2002, we exercised the option, and on
June 10, 2002, we purchased the 4.1 million shares of common stock using cash
generated from operations.
As a result of the Option Agreement exercise, the outstanding
litigation between Mr. Jurick, the Fidenas Liquidator and Barclays was resolved.
The Court has not yet implemented the termination of the Settlement Agreement as
to Mr. Jurick's remaining creditor (by settlement or court order) and we are
unable at the present time to predict the terms or conditions under which it
will be resolved.
Future Transactions and Loans
We have adopted a policy that all future affiliated transactions and
loans will be made or entered into on terms no less favorable to us than those
that can be obtained from unaffiliated third parties. In addition, all future
affiliated transactions and loans, and any forgiveness of loans, must be
approved by a majority of the independent outside members of our Board of
Directors who do not have an interest in the transactions.
STOCKHOLDER PROPOSALS
A proper proposal submitted by one of our stockholders in accordance
with applicable rules and regulations of the SEC and our by-laws then in effect
for presentation at our next annual meeting that is received at our principal
executive office by April 15, 2003 will be included in our Proxy Statement and
form of proxy for that meeting. If you desire to bring a proposal before the
next annual meeting and such proposal is not timely submitted for inclusion in
Emerson's Proxy Statement, you can still submit the proposal if it is received
by Emerson no later than June 15, 2003.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of our Board of Directors.
We will pay the cost of soliciting proxies in the accompanying form. Our
officers may solicit proxies by mail, telephone, telegraph or fax. Upon request,
we will reimburse brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners of our shares of common stock. We have retained the services of American
Stock Transfer & Trust Company to solicit proxies by mail, telephone, telegraph
or personal contact.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent certified public accountants, has been
selected by the Audit Committee of our Board of Directors as our independent
auditor for the current year. A representative of Ernst & Young LLP is expected
to be present at the Annual Meeting, will have an opportunity to make a
statement if he/she desires to do so and is expected to be available to respond
to appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of stockholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of Emerson.
FINANCIAL STATEMENTS
A copy of our Annual Report on Form 10-K for the fiscal year ended
March 31, 2002, including financial statements, accompanies this Proxy
Statement. The Annual Report is not to be regarded as proxy soliciting material
or as a communication by means of which any solicitation is to be made.
A copy of our Annual Report on Form 10-K for the fiscal year ended
March 31, 2002, filed with the SEC, is available (excluding exhibits) without
cost to stockholders upon written request made to Elizabeth J. Calianese, Senior
Vice President - Human Resources, General Counsel and Corporate Secretary,
Emerson Radio Corp., Nine Entin Road, Parsippany, New Jersey 07054-0430.
By Order of the Board of Directors,
ELIZABETH J. CALIANESE
Senior Vice President-Human Resources,
General Counsel and Secretary
July 29, 2002
EMERSON RADIO CORP.
Board of Directors Proxy for the Annual Meeting
of Stockholders at 1:00 p.m. (local time), Wednesday, September 25, 2002
Bent Tree Country Club
5201 Westgrove
Dallas, Texas 75248
The undersigned Stockholder of Emerson Radio Corp. (the "Company")
hereby appoints Geoffrey P. Jurick and Kenneth A. Corby, or either of them, as
proxies, each with full powers of substitution, to vote the shares of the
undersigned at the above stated Annual Meeting and at any adjournment(s)
thereof.
(Continued on reverse side)
================================================================================
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EMERSON RADIO CORP.
September 25, 2002
Please Detach and Mail in the Envelope Provided
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--------------------------------------------------------------------------------
X
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Please mark your
votes as in this
example.
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as provided to vote for all nominees
to the contrary below) at right
--------------------------------------------------------------------------------
1. To elect five Nominees:
directors for a Geoffrey P. Jurick
one-year term Robert H. Brown, Jr.
Peter G. Bunger
Jerome H. Farnum
Stephen H. Goodman
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
--------------------------------------------------------------------------------
2. To transact such other business as may properly come before the meeting and
any adjournment(s) thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO ITEM (1), THIS PROXY WILL BE VOTED "FOR" SUCH ITEM. THE PROXIES
WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM (2).
THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Receipt herewith of the Company's 2002 Annual Report and Notice of Meeting and
Proxy Statement, dated July 29, 2002, is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
PLEASE SIGN, DATE AND MAIL TODAY.
SIGNATURE__________________________________ DATE_____________________________
SIGNATURE__________________________________ DATE_____________________________
IF HELD JOINTLY
NOTE: (Joint owners must EACH sign. Please sign EXACTLY as your name(s)
appear(s) on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title.)