-----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, V5LHCXFyogvT1yWbhBgjLJb8q+xYO0kZYZvqmW5J/xDdifkCGr3+RvFJ1iTg6JqU L2FwZ+ua4fVjgco0pnWt+w== /in/edgar/work/20001103/0000950144-00-012914/0000950144-00-012914.txt : 20001106 0000950144-00-012914.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950144-00-012914 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001201 FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRUG INTERNATIONAL CORP CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-12607 FILM NUMBER: 752789 BUSINESS ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 DEF 14A 1 g65032def14a.txt KRUG INTERNATIONAL CORP 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
KRUG INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 KRUG INTERNATIONAL CORP. 900 CIRCLE 75 PARKWAY, SUITE 1300 ATLANTA, GEORGIA 30339 November 3, 2000 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders which will be held at 3:00 p.m., on Friday, December 1, 2000, at the Sheraton Suites Galleria, 2844 Cobb Parkway S.W., Atlanta, Georgia 30339. The accompanying Notice of the Annual Meeting and Proxy Statement contain detailed information concerning the matters to be considered and acted upon at the Meeting. The Corporation's 2000 Annual Report to Shareholders is also enclosed. We hope you will be able to attend the Meeting. Whether or not you plan to attend the Annual Meeting, please execute and return the enclosed proxy card at your earliest convenience. That way you will be sure to be represented at the Meeting. If you later find you can attend the Meeting, you may then withdraw your proxy and vote in person. If you have questions or need assistance regarding your shares, please call our proxy solicitor, Georgeson Shareholder Communications, Inc., at (800) 223-2064. Sincerely, /s/ ROBERT M. THORNTON, JR. ROBERT M. THORNTON, JR. Chairman 3 KRUG INTERNATIONAL CORP. 900 CIRCLE 75 PARKWAY, SUITE 1300 ATLANTA, GEORGIA 30339 ------------ NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 1, 2000 ------------ To the Shareholders of KRUG INTERNATIONAL CORP.: The Annual Meeting of Shareholders of KRUG INTERNATIONAL CORP. will be held at 3:00 p.m., Eastern Standard Time, on Friday, December 1, 2000, at the Sheraton Suites Galleria, 2844 Cobb Parkway S.W., Atlanta, Georgia 30339, for the purpose of considering and voting upon: Election of directors: - three directors for election to terms of office expiring at the 2001 Annual Meeting, and - four directors for election to terms of office expiring at the 2002 Annual Meeting. Such other business as may properly come before the meeting or any adjournment thereof. Whether or not you expect to be present, please mark, sign, date and return the enclosed proxy promptly in the envelope provided. Giving the proxy will not affect your right to vote in person if you attend the meeting. By order of the Board of Directors /s/ JAMES J. MULLIGAN JAMES J. MULLIGAN Secretary November 3, 2000 4 KRUG INTERNATIONAL CORP. 900 CIRCLE 75 PARKWAY, SUITE 1300 ATLANTA, GEORGIA 30339 ------------ PROXY STATEMENT FOR 2000 ANNUAL MEETING OF SHAREHOLDERS ------------ This proxy statement is furnished in connection with the solicitation by the Board of Directors of KRUG INTERNATIONAL CORP., an Ohio corporation (the "Corporation"), of proxies to be used at the Annual Meeting of Shareholders to be held on Friday, December 1, 2000 and any adjournment thereof. The close of business on October 26, 2000 has been fixed as the record date for the determination of the holders of Common Shares entitled to vote at the meeting and each such shareholder is entitled to one vote per share. There were 4,976,340 Common Shares outstanding at the close of business on October 26, 2000. All shares represented by properly executed proxies received by the Board of Directors pursuant to this solicitation will be voted in accordance with the shareholder's directions specified on the proxy. If no directions have been specified by marking the appropriate places on the accompanying proxy card, the shares will be voted in accordance with the Board's recommendations which are FOR the election of James J. Mulligan, Ronald J. Vannuki and Dr. Steven Baileys, as directors of the Corporation for a one-year term and FOR the election of Karen B. Brenner, C. Michael Ford, Robert M. Thornton, Jr. and Howard E. Turner, as directors of the Corporation for a two-year term. A shareholder signing and returning the accompanying proxy has power to revoke it at any time prior to its exercise by delivering to the Corporation a later dated proxy or by giving notice to the Corporation in writing or in open meeting but without affecting any vote previously taken. The presence, in person or by properly executed proxy, of the holders of a majority of the Corporation's outstanding shares is necessary to constitute a quorum at the Annual Meeting. Shares represented by proxies received by the Corporation will be counted as present at the Annual Meeting for the purpose of determining the existence of a quorum, regardless of how or whether such shares are voted on a specific proposal. Abstentions will be treated as votes cast on a particular matter as well as shares present at the Annual Meeting. Where nominee shareholders do not vote on specific issues because they did not receive specific instructions on such issues from the beneficial owners of such shares ("Broker Nonvotes"), such Broker Nonvotes will not be treated as either votes cast or shares present. This proxy statement and the accompanying proxy card were first mailed to shareholders on or about November 3, 2000. 5 ELECTION OF DIRECTORS The Corporation's Board of Directors is presently comprised of seven persons and is divided into two classes, with one class having three members and the other class four members. One class of directors is normally elected at each Annual Meeting of Shareholders for a term of two years. However, at this year's Annual Meeting, both classes of directors will be elected because, as explained below, the 1999 Annual Meeting was not held. In early November 1999, a shareholder filed a lawsuit seeking to enjoin the Corporation from soliciting or using proxies for the 1999 Annual Meeting on the grounds that the Corporation's proxy statement and proxy violated the Federal securities laws because they did not contain information about the shareholder's proposed slate of directors. The Corporation responded that it was not obligated to disclose information about the opposition slate because, among other things, the shareholder had failed to comply with the Corporation's Code of Regulations which sets forth the procedure to be followed by a shareholder who wishes to nominate candidates for election as directors of the Corporation. In late November, 1999, the U.S. District Court for the Central District of California issued a preliminary injunction which forbade the Corporation from holding the 1999 Annual Meeting until it had amended its proxy statement and proxy to include the shareholder's slate of nominees. The Corporation appealed and in late August 2000 the Ninth Circuit Court of Appeals reversed the lower Court, vacated the injunction and remanded the case to the lower Court for further proceedings holding that the shareholder had not complied with the procedure to be followed in nominating candidates for election as directors. Accordingly, there is no longer any legal impediment to the Corporation holding the 1999 Annual Meeting of Shareholders. However, the Corporation does not believe it is appropriate to hold the 1999 Meeting at this time to elect three directors for terms ending at the 2001 Annual Meeting and shortly thereafter hold the 2000 Annual Meeting to elect four directors for terms ending at the 2002 Annual Meeting. Therefore, the Corporation has decided to hold one meeting (the 2000 Annual Meeting) for the election of seven directors, three for terms ending at the 2001 Annual Meeting and four for terms ending at the 2002 Annual Meeting. The Board of Directors has nominated Mr. Mulligan and Mr. Vannuki, who are presently directors of the Corporation, and Dr. Baileys, who is not presently a director, for election to terms of office expiring at the 2001 Annual Meeting and Mr. Thornton, Ms. Brenner, Mr. Turner and Mr. Ford, who are presently directors of the Corporation, for election to terms of office expiring at the 2002 Annual Meeting. It is the intention of the proxy agents named in the proxy, unless otherwise directed, to vote such proxy for the election of the above-mentioned nominees. Should any of them be unable to accept the office of director, an eventuality which is not anticipated, proxies may be voted with discretionary authority for a substitute nominee or nominees designated by the Board of Directors. The three nominees and four nominees, respectively, receiving the highest number of votes cast will be elected directors. 2 6 The following table sets forth certain information about the nominees for election.
NAME AND OFFICES COMMON SHARES PRESENTLY HELD WITH CORPORATION BENEFICIALLY OWNED AS OF 10/26/00(1) ------------------------------- ----------------------------------------------- DIRECTOR NOMINEES FOR TERM OF OFFICE EXPIRING IN 2001: SINCE NUMBER % OF CLASS - -------------------------------------------- -------- ------ ---------- James J. Mulligan 1966 32,085 (2) (8) Director and Secretary Ronald J. Vannuki 1998 190,875 (3) 3.7 Director Dr. Steven Baileys N/A 715,198 (4) 14.1 Nominee NOMINEES FOR TERM OF OFFICE EXPIRING IN 2002: - -------------------------------------------- Robert M. Thornton, Jr. 1996 220,024 (5) 4.4 Director, Chairman, President, Chief Executive Officer and Chief Financial Officer Karen B. Brenner 1996 827,348 (6) 16.3 Director C. Michael Ford 1999 (8) Director 3,000 Howard E. Turner 1999 119,537 (7) 2.4 Director
- ---------------- (1) These columns show the number of Common Shares beneficially owned as of October 26, 2000, as confirmed by each beneficial owner, and the percentage of class represented thereby, and includes, where applicable, shares owned by members of the individual's household. Unless otherwise indicated, each individual has voting power and investment power which are exercisable solely by such individual or are shared by such individual with members of his or her household. (2) Includes 5,380 shares that may be acquired upon exercise of warrants. (3) These shares (which include 151,557 shares which may be acquired upon the exercise of warrants) are beneficially owned by Fortuna Investment Partners, L.P. Mr. Vannuki is the president of its general partner, Fortuna Capital Management, Inc. (4) Dr. Baileys shares investment power over all of these shares (which include 102,982 shares which may be acquired upon the exercise of warrants) with Ms. Brenner. (5) Includes 37,540 shares that may be acquired upon exercise of warrants and 10,000 shares that may be acquired upon the exercise of options within 60 days of October 26, 2000. (6) Includes 815,228 shares (which include 110,882 shares which may be acquired upon the exercise of warrants) over which Ms. Brenner, as a registered investment advisor and sole shareholder of Fortuna Asset Management, LLC, has shared investment power. Ms. Brenner shares investment power over 715,198 shares (which include 102,982 shares which may be acquired upon the exercise of warrants) with Dr. Baileys. (7) Includes 12,685 shares that may be acquired upon the exercise of warrants. (8) Less than 1% 3 7 Certain information concerning each person listed in the above table, including his or her principal occupation for at least the last five years, is set forth below. James J. Mulligan, 78, became Secretary of the Corporation in 1966. Mr. Mulligan has been a member of the law firm of Mulligan & Mulligan since January 1993. He was a member of the law firm of Smith & Schnacke from 1953 to 1989 and a member of the law firm of Thompson Hine & Flory LLP from 1989 until his retirement in 1991. Mulligan & Mulligan is general counsel to the Corporation and received $78,681 for legal services rendered during the Corporation's fiscal year ended March 31, 2000. Ronald J. Vannuki, 60, has been a registered investment adviser with Strome Securities, L.P., a broker and investment adviser, since 1995. From 1988 to 1995, Mr. Vannuki was Managing Director of Drake Capital Securities, Inc., a registered broker-dealer, and from 1990 to 1995 was a Director and Portfolio Manager of Drake Capital Advisers, Inc., a registered investment adviser. Dr. Steven Baileys, 46, has been Chairman of the Board of Directors of SafeGuard Health Enterprises, Inc., a public dental care benefits company, since 1995, Chief Executive Officer from 1995 to February 2000, President from 1981 until 1997 and Chief Operating Officer from 1981 until 1995. Dr. Baileys is licensed to practice dentistry in the State of California. Robert M. Thornton, Jr., 51, has been Chairman and Chief Executive Officer of the Corporation since September 10, 1998, President since July 16, 1996 and Chief Financial Officer since July 18, 1997. From October 1994 to the present, Mr. Thornton has been a private investor and, since March 1995, Chairman and Chief Executive Officer of CareVest Capital, LLC, a private investment and management services firm. Mr. Thornton was President, Chief Operating Officer, Chief Financial Officer and a director of Hallmark Healthcare Corporation ("Hallmark") from November 1993 until Hallmark's merger with Community Health Systems, Inc. in October 1994. From October 1987 until November 1993, Mr. Thornton was Executive Vice President, Chief Financial Officer, Secretary, Treasurer and a director of Hallmark. Karen B. Brenner, 47, has been President of Fortuna Asset Management, LLC, an investment advisory firm located in Newport Beach, California, since 2000. Fortuna Asset Management, LLC succeeded to the business of Fortuna Advisors, Inc., which Ms. Brenner formed and operated from 1993 to 2000. Ms. Brenner is also a director of Creative Bakeries, Inc. C. Michael Ford, 61, has been the owner and Chairman of the Board of Montpelier Corporation, a venture capital and real estate holding company, since October 1990. Mr. Ford served as Vice President of Development of Columbia/HCA Healthcare Corporation from September 1994 to September 1997, and was Vice President of Marketing of Meditrust Corp. from October 1993 to September 1994. Mr. Ford was employed by Charter Medical Corporation from 1976 to 1990 in a variety of positions, which included Secretary and Treasurer, Chief Financial Officer and a member of the Board of Directors. Mr. Ford has been the Chairman of the Board of In Home Health, Inc., since February 2000, and the Interim Chief Executive Officer since February 2000, except for the period June 27 through July 7, 2000. Howard E. Turner, 58, has been a partner in the law firm of Smith, Gambrell & Russell, LLP, since 1971, where he heads one of the firm's corporate sections. Mr. Turner has represented numerous healthcare companies in corporate governance matters, mergers, acquisitions, dispositions, and in structuring public and private equity and debt financing; and has represented special committees and boards of directors of large public companies. Mr. Turner has served as a director of Avlease, Ltd., a lessor of large commercial aircraft, and currently serves as an officer and director of HSR, Ltd. Mr. Turner provides legal services to the Corporation through the law firm, Smith, Gambrell & Russell, LLP, as requested by the Corporation. 4 8 INFORMATION CONCERNING THE BOARD OF DIRECTORS The Board of Directors held nine meetings during fiscal 2000. The Board has an Executive Committee, an Audit Committee and an Executive Compensation Committee, but no nominating committee. The Executive Committee took action by unanimous written consent one time in fiscal 2000. The Audit Committee held two meetings and the Executive Compensation Committee held one meeting in fiscal 2000. The Executive Committee is empowered to exercise all of the authority of the Board of Directors except as to matters not delegable to a committee under the General Corporation Law of Ohio. The members of the Committee are Messrs. Thornton (Chairman) and Turner and Ms. Brenner. The Audit Committee meets with Corporation personnel and representatives of the Corporation's independent public accountants to review internal accounting controls, internal auditing procedures and matters relating to the annual audit of the Corporation's financial statements. The Committee reports its findings and recommendations to the Board of Directors. The members of the Committee are Messrs. Ford (Chairman) and Turner and Ms. Brenner. The Executive Compensation Committee acts in an advisory capacity to the Board of Directors with respect to compensation of the Corporation's executives. The members of the Committee are Ms. Brenner (Chairperson) and Mr. Mulligan. Each non-employee director receives a monthly fee of $700 for services as a director. In addition, he or she receives $850 for attendance at a meeting of the Board of Directors, $500 for attending an Executive Compensation or Audit Committee meeting, $400 for participating in telephone meetings and a monthly fee of $500 if he or she serves on the Executive Committee. 5 9 PRINCIPAL HOLDERS OF COMMON SHARES Set forth below is certain information concerning the entities known by the Board of Directors of the Corporation to be the beneficial owners of more than 5% of the outstanding Common Shares of the Corporation as of October 26, 2000.
COMMON SHARES BENEFICIALLY OWNED AS OF 10/26/00 (1) ------------------------------------ NAME AND ADDRESS SHARES % OF CLASS --------------------------------- ------ ---------- FORTUNA ASSET MANAGEMENT, LLC (2) 815,228 (4) 16.0 1300 Bristol Street North Suite 100 Newport Beach, CA 92660 KAREN B. BRENNER (2) 827,348 (5) 16.2 1300 Bristol Street North Suite 100 Newport Beach, CA 92660 BAILEYS FAMILY TRUST (3) 378,649 (2)(6) 7.5 C/O Karen Brenner P.O. Box 9109 Newport Beach, CA 92658-9109 STEVEN BAILEYS (3) 715,198 (2)(7) 14.1 C/O Karen Brenner P.O. Box 9109 Newport Beach, CA 92658-9109 DIMENSIONAL FUND ADVISORS 268,129 5.4 1299 Ocean Avenue Eleventh Floor Santa Monica, CA 90401 WESTSIDE CAPITAL PARTNERS, L.P. 275,700 5.5 575 Lexington Avenue Seventh Floor New York, NY 10022
- ----------------------------- (1) Under applicable Securities and Exchange Commission regulations, shares are treated as "beneficially owned" if a person has or shares voting or investment power with respect to the shares or has a right to acquire the shares within 60 days of October 26, 2000. Unless otherwise indicated, sole voting power and sole investment power are exercised by the named entity. In calculating "% of Class" for an entity, shares which may be acquired by the entity within such 60-day period are treated as owned by the entity and as outstanding shares. 6 10 (2) The business of Fortuna Asset Management, LLC is to provide discretionary investment management services to clients and Karen B. Brenner is President of Fortuna Asset Management, LLC. Ms. Brenner also serves as a director of the Corporation. Ms. Brenner has shared investment power over all shares reported as beneficially owned by the Baileys Family Trust and Steven Baileys. (3) Baileys Family Trust is a private investor. Steven Baileys is a private investor, the Trustee of Baileys Family Trust, and a nominee for election as a director. (4) Includes 110,662 shares that may be acquired upon exercise of warrants. (5) Includes 110,882 shares that may be acquired upon exercise of warrants. (6) Includes 52,041 shares that may be acquired upon exercise of warrants. (7) Includes 102,982 shares that may be acquired upon exercise of warrants. The parties listed above in this section (excluding Dimensional Fund Advisors and Westside Capital Partners, L.P.), together with Ronald J. Vannuki, have filed with the Securities and Exchange Commission, as a group, a Schedule 13D and amendments thereto under the Securities and Exchange Act of 1934 relating to their beneficial ownership of shares of the Corporation. The information set forth herein with respect to beneficial ownership of shares of the Corporation was obtained from Amendment No. 6 to Schedule 13D dated October 22, 1998 and filed April 1, 1999, as supplemented by members of the group. The parties listed above, except Dimensional Fund Advisors and Westside Capital Partners, L.P., are sometimes referred to as the Fortuna Group. As a group, the Fortuna Group beneficially owns 1,018,223 shares (including warrants to purchase 262,439 shares) or 19.4% of the outstanding shares of the Corporation. COMMON SHARES OWNED BY MANAGEMENT The following table sets forth the number of Common Shares of the Corporation beneficially owned as of October 26, 2000 by each named executive listed in the Summary Compensation Table and by all directors, nominees and executive officers of the Corporation as a group.
COMMON SHARES BENEFICIALLY NAME OWNED AS OF 10/26/00 - ----------------------------------------------- -------------------------- NUMBER % OF CLASS -------- ---------- Robert M. Thornton, Jr. 220,024 (1) 4.4 Chairman, President, Chief Executive Officer and Chief Financial Officer Marshall Cooper 0 0 Managing Director, Beldray Limited Directors, Nominees and Executive Officers 1,475,770 (2) 27.7 as a Group (11 persons)
(1) Includes 37,540 shares that may be acquired upon the exercise of warrants and 10,000 shares that may be acquired upon the exercise of options within 60 days of October 26, 2000. (2) Includes 325,889 shares that may be acquired upon the exercise of warrants and 31,000 shares that may be acquired upon the exercise of options within 60 days of October 26, 2000. 7 11 EXECUTIVE COMPENSATION The following sections of this Proxy Statement set forth compensation information relating to the Chief Executive Officer and the other executive officer of the Corporation at March 31, 2000, whose salary and bonus for fiscal year 2000 exceeded $100,000. SUMMARY COMPENSATION TABLE The following table presents, for the three fiscal years ended March 31, 2000, the compensation of the Chief Executive Officer during the year ended March 31, 2000 and the other executive officer at March 31, 2000 whose salary and bonus during fiscal 2000 exceeded $100,000.
LONG-TERM COMPENSATION ----------------------------------- AWARDS PAYOUTS ----------------------------------- ANNUAL COMPENSATION -------------------------------------------- LONG-TERM OTHER RESTRICTED SECURITIES INCENTIVE ANNUAL STOCK UNDERLYING PLAN ALL OTHER NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUT COMPENSATION PRINCIPAL POSITIONS YEAR ($) ($) ($) ($) (#) ($) ($) - ----------------------- ---- -------- -------- ------------ ---------- ---------- --------- ------------ Robert M. Thornton, Jr 2000 $210,000 $49,544 $ 0 $ 0 0 $ 0 $ 0 Chairman, President, 1999 196,700 0 0 0 20,000 0 0 Chief Executive Officer 1998 159,500 35,000 (2) 0 0 0 0 4,785 (3) and Chief Financial Officer (1) Marshall Cooper 2000 $104,754 $ 0 $ 0 $ 0 0 $ 0 $ 0 Managing Director, 1999 83,642 0 0 0 0 0 0 Beldray Ltd. (4) 1998 77,994 4,310 0 0 0 0 0
- ---------------------------- (1) Mr. Thornton was elected Chairman and Chief Executive Officer on September 10, 1998. (2) This bonus was for services performed in fiscal 1997 and fiscal 1998. (3) This amount was contributed by the Corporation under the 401(k) plan for the benefit of the named executive. (4) Mr. Cooper was appointed Managing Director of Beldray Limited in November 1998 and was Sales Director of Beldray Limited from December 1990 until November 1998. OPTION GRANTS IN LAST FISCAL YEAR The following table shows, for the named executive officers, additional information about option grants for the fiscal year ended March 31, 2000.
INDIVIDUAL GRANTS ----------------------------------------------------- POTENTIAL REALIZABLE VALUE NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES SHARES OPTIONS OF STOCK PRICE UNDERLYING GRANTED TO APPRECIATION FOR OPTION OPTIONS EMPLOYEES EXERCISE OR TERM GRANTED IN FISCAL BASE PRICE EXPIRATION -------------------------- NAME (#) YEAR ($/SHARE) DATE 0%($) 5%($) 10%($) - ----------------------- ---------- ---------- ----------- ---------- ----- ----- ------ Robert M. Thornton, Jr. 0 N/A N/A N/A N/A N/A N/A Marshall Cooper 0 N/A N/A N/A N/A N/A N/A
8 12 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table shows information about stock option exercises during fiscal 2000 and unexercised stock options at March 31, 2000 for the named executive officers.
NUMBER OF SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT SHARES YEAR-END FISCAL YEAR-END ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE (#) UNEXERCISABLE ($) - ----------------------- ------------ ------------ ---------------------- ----------------------- Robert M. Thornton, Jr. 0 $0 5,000/20,000 $0/$0 Marshall Cooper 0 N/A N/A N/A
LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR The following table shows for the named executive officers, additional information about awards during the fiscal year ended March 31, 2000 under long-term incentive plans.
ESTIMATED FUTURE PAYOUTS UNDER NUMBER OF PERFORMANCE OR NON-STOCK PRICE-BASED PLANS SHARES, UNITS OTHER PERIOD ----------------------------------- OR OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM NAME RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #) - ----------------------- ------------- ---------------- -------- -------- -------- Robert M. Thornton, Jr. 0 N/A N/A N/A N/A Marshall Cooper 0 N/A N/A N/A N/A
OTHER Mr. Thornton, Chairman, President, Chief Executive Officer and Chief Financial Officer, is currently employed by the Corporation under the terms of an Employment Agreement effective August 1, 1998. The initial term of the Agreement expired July 31, 1999, but the Agreement continues in force until either Mr. Thornton or the Corporation provides four months written notice terminating the Agreement. The Agreement provides for an annual base salary of $210,000, plus any increases that may be granted from time to time by the Corporation. Mr. Thornton is also eligible to receive a bonus equal to twenty-five percent of his annual base salary if certain goals, agreed to by the parties to the Agreement, are met for the current and future fiscal years. During the term of his employment, Mr. Thornton is also eligible to participate in any stock option or compensation plan adopted for officers and shall receive the fringe benefits extended by the Corporation to its most highly compensated executives. The Agreement also provides for severance payments in the event Mr. Thornton ceases to be employed by the Corporation (whether voluntarily by Mr. Thornton or otherwise) within one year after a change in control of the Corporation (as defined in the Agreement). In such event, the Corporation is required to pay Mr. Thornton an amount equal to one year's base salary. In addition, any stock options held by Mr. Thornton on the date the Agreement is terminated become immediately exercisable and may be exercised by Mr. Thornton within ninety days of the termination of the Agreement, but only if Mr. Thornton terminates the Agreement. While Mr. Thornton is receiving payments pursuant to the Agreement, he is prohibited from competing with the Corporation. 9 13 PERFORMANCE GRAPH The following graph compares the cumulative total shareholder return on the Corporation's Common Shares for its last five fiscal years with the cumulative total return of the American Stock Exchange Market Index, an American Stock Exchange listed peer group index over the same period with market capitalization between $20 million and $40 million ("AMEX I"), and an American Stock Exchange listed peer group index over the same period with market capitalization between $0 and $20 million ("AMEX II") assuming investments of $100 in each vehicle on March 31, 1995 and reinvestment of all dividends. The AMEX I peer group index is comprised of 621 companies and includes all non-financial American Stock Exchange companies with a market capitalization of between $20 and $40 million, which were publicly traded throughout the five-year period. The AMEX II peer group index is comprised of 658 companies and includes all non-financial American Stock Exchange companies with a market capitalization of between $0 and $20 million which were publicly traded throughout the five-year period. Due to the fact that the Corporation's shares have been trading at lower levels, the Corporation believes it is appropriate to compare its return with that of companies with the lower market capitalization of the AMEX II peer group. The peer group indexes were developed by an independent agency. The Corporation is not aware of any appropriate industry or line-of-business index with which to compare itself because of the diversity of the Corporation's businesses and, therefore, it believes a market capitalization index is appropriate. [CHART] 10 14 PERFORMANCE DATA
1995 1996 1997 1998 1999 2000 ---- ---- ---- ---- ---- ---- KRUG International Corp. 100 93.3 136.7 150.0 40.0 36.7 $20M - $40M Capitalization Group 100 116.5 106.2 108.3 60.6 55.0 $0M - $20M Capitalization Group 100 103.5 80.5 83.9 41.0 33.1 AMEX Market Index 100 120.9 122.1 159.5 150.9 213.4
The companies which comprise the AMEX I and AMEX II peer groups are listed on Appendix 1 and Appendix 2, respectively, of this Proxy Statement. EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Executive Compensation Committee of the Board of Directors currently is comprised of two directors who are not employees or former employees of the Corporation. The Committee's stated function is to act in an advisory capacity to the Board with respect to compensation of executives of the Corporation. Except as specifically authorized by the Board, the Committee does not have the authority to fix the compensation of any employee, officer or director of the Corporation. However, since the Committee's creation in 1977, the Board has only on rare occasions not completely adopted the recommendations of the Committee and on those occasions only minor changes were made. The goal of the Committee has been to adopt a compensation approach that is basically simple, internally equitable and externally competitive, and that attracts, motivates and retains qualified people capable of contributing to the growth, success and profitability of the Corporation, thereby contributing to long-term shareholder value. Given the size of the Corporation and the limited number of its executive officers, the Committee has traditionally chosen to evaluate each executive individually and on a subjective basis, without resort to mathematical performance formulas. The principle followed is to provide what the Committee believes is suitable compensation based on its subjective evaluation of the executive's contribution to the profitability of the Corporation. The three key elements of executive compensation are base salary, short-term incentives and long-term incentives. The Corporation's base salaries are intended to be consistent with its understanding of competitive practices, levels of responsibility, qualifications necessary for the particular position, and experience. Salary increases reflect the Committee's belief as to competitive trends, the performance of the individual and the overall financial performance of the Corporation. The short-term incentive for an executive is the opportunity to earn an annual cash bonus. In line with the Corporation's normally discretionary approach, the Committee considers all relevant facts and circumstances in evaluating an executive. The Committee considers performance over a period of time, not merely performance in the most recent year. However, in general, the most important consideration is how well the executive has met his individual goals as set forth in the most recent operating plan. Generally, the second most important consideration is the Corporation's overall financial performance in the most recent year. The Committee also considers factors beyond the executive's control, such as general economic conditions, industry trends, inflation, changes in government policies, etc., which may have had a material effect (positive or negative) on an 11 15 individual's overall performance. After considering all of these factors, the Committee recommends whether or not a particular executive should be awarded a bonus and, if so, the amount. While salary and short-term incentives are primarily designed to compensate current and past performance, the main purpose of the long-term incentive compensation program is to directly link management compensation with the long-term interests of shareholders. The Corporation currently is using, as it has for many years, stock options to provide that link. Options are intended to provide strong incentives for superior long-term future performance. In November 1998, the Directors adopted the recommendation of the Committee and authorized the execution of an Employment Agreement with Mr. Thornton, which is described under the heading "Other." Under the Agreement, Mr. Thornton received an annual base salary of $210,000 during the 1999 fiscal year and also during the 2000 fiscal year. The Committee believes that this base salary is at the low end for positions requiring similar competence, dedication, creativity, experience and leadership qualities. The Agreement also provides that Mr. Thornton will receive a bonus equal to 25% of his annual base salary if goals agreed to by the Corporation and Mr. Thornton are met. No bonus was payable for fiscal 1999 because the agreed goals were not met. For fiscal 2000 it was agreed that Mr. Thornton would be paid a bonus equal to 0.6% of the amount or value received, or paid out, by the Corporation in connection with "significant transactions" (i.e., those determined to be significant by the Committee, including the disposition or acquisition of significant amounts of assets or the repatriation of cash from the U.K.) consummated during fiscal 2000. The reason for choosing these goals was to encourage and reward the accomplishment of actions which would help position the Corporation to enter the healthcare industry - its primary strategic objective. During fiscal 2000, the Corporation consummated two transactions which the Committee deemed significant and upon which Mr. Thornton received the bonus amount which is reflected in the "Summary Compensation Table": the sale of the Corporation's equity interest in Wyle Laboratories, Inc. for $4,125,000 in cash and the repatriation of $4,132,000 in cash from the U.K. This report has been submitted by the Executive Compensation Committee: Karen B. Brenner James J. Mulligan COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Executive Compensation Committee are Ms. Brenner (Chairperson) and Mr. Mulligan. Ms. Brenner was the sole shareholder and President of Fortuna Advisors, Inc. From April 1, 1998 until its termination on November 30, 1999, Fortuna Advisors, Inc. had a Consulting Agreement with the Corporation. The Consulting Agreement provided for a fee to Fortuna Advisors, Inc. of $5,000 per month to prepare short-term and intermediate-term acquisition plans and investigate and evaluate potential acquisitions for the Corporation. Mr. Mulligan is Secretary to the Corporation and a member of the law firm of Mulligan & Mulligan, general counsel to the Corporation. Mulligan & Mulligan received $78,681 for legal services rendered during the Corporation's fiscal year 2000. 12 16 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires directors and certain officers of the Corporation and owners of more than 10% of the Corporation's Common Shares to file an initial ownership report with the Securities and Exchange Commission and a monthly or annual report listing any subsequent change in their ownership of any of the Corporation's equity securities. The Corporation believes, based on information provided to the Corporation by the persons required to file such reports, that all filing requirements applicable to such persons during the period from April 1, 1999 through March 31, 2000 have been met. INDEPENDENT PUBLIC ACCOUNTANTS Deloitte & Touche LLP has performed an audit of the Corporation's financial statements annually since 1962. It is anticipated that representatives of Deloitte & Touche LLP will be present at the Annual Meeting of Shareholders to respond to appropriate questions and to make a statement if such representatives so desire. The Board of Directors of the Corporation annually appoints the independent public accountants for the Corporation after receiving the recommendation of its Audit Committee. OTHER BUSINESS The Board of Directors does not intend to present, and has no knowledge that others will present, any other business at the meeting. However, if any other matters are properly brought before the meeting, it is intended that the holders of proxies in the enclosed form will vote thereon in their discretion. COST OF SOLICITATION The cost of solicitation of proxies will be borne by the Corporation. In addition to the use of the mails, proxy solicitations may be made by directors, officers and employees of the Corporation, personally or by telephone or other means of communication, without receiving additional compensation. It is also anticipated that banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting material to their principals and to obtain authorization for the execution of proxies. The Corporation will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses. The Corporation has also engaged Georgeson Shareholder Communications, Inc. for a fee not to exceed $25,000 to assist in the solicitation of proxies. 13 17 SHAREHOLDER PROPOSALS A proposal by a shareholder intended for inclusion in the Corporation's proxy statement and form of proxy for the 2001 Annual Meeting of Shareholders must, in accordance with applicable regulations of the Securities and Exchange Commission, be received by the Corporation at 900 Circle 75 Parkway, Suite 1300, Atlanta, Georgia 30339, Attention: Secretary, on or before March 15, 2001 in order to be eligible for such inclusion. By order of the Board of Directors /s/ JAMES J. MULLIGAN JAMES J. MULLIGAN Secretary Dayton, Ohio November 3, 2000 14 18 APPENDIX 1 FISCAL 2000 AMEX $20 TO $40 MILLION CAPITALIZATION PEER GROUP The peer group is comprised of American Stock Exchange non-financial companies with a market value between $20 and 40 million. The only companies meeting this criteria for fiscal 2000 are the following: 5TH AVENUE CHANNEL CORP AVTEAM INC CL A CARBIDE/GRAPHITE GRP INC ABLE TELECOM HOLDING CP AXCESS INC CARDIMA INC ACME ELECTRIC CORP AZCO MINING INC CARIBINER INTERNAT INC ACRODYNE COMMUNICATIONS BALDWIN PIANO & ORGAN CO CARMEL CONTAINER SYSTEM ACTIONPOINT INC BALDWIN TECHNOLOGY INC A CARRINGTON LABS INC ADAM.COM INCORPORATED BALLANTYNE OF OMAHA INC CASH TECHNOLOGIES INC ADAMS GOLF INC BAYOU STEEL CORP CASTLE ENERGY CORPORATN ADVANCED MACHINE VSN CP BEAUTICONTROL COSMETICS CATALINA LIGHTING INC ADVANCED PHOTONIX CL A BELL INDUSTRIES INC CAVALIER HOMES INC ADVANCED TECHNICAL PROD. BENGUET CORP CL B CELLULAR TECHNICAL SVCS ADVANTAGE MARKETING SYS BENIHANA INC CL A CEM CORP AEROSONIC CORP BERNARD CHAUS INC CENTRAL EUROPEAN MEDIA AEROVOX INC BIGMAR INC CENTURY CASINOS INC AFFINITY TECHNOLOGY GRP BIO-LOGIC SYSTEMS CORP CFC INTERNATIONAL INC AIR METHODS CORP BIO-VASCULAR INC CFI PROSERVICES INC ALCIDE CORP BIONUTRICS INC CHAMPION INDUSTRIES INC ALDILA INC BIONX IMPLANTS INC CHECK TECHNOLOGY CORP ALLIED HEALTHCARE PROD BIORELIANCE CORP CHENIERE ENERGY INC ALLIED PRODUCTS CORP BIRMINGHAM UTILITIES INC CHICAGO RIVET & MACHINE ALLIED RESEARCH CORP BLACK HAWK GAM & DEV CO CHILDREN'S COMPREHEN SVC ALPHANET SOLUTIONS INC BLUE DOLPHIN ENERGY CO CHILDTIME LEARNING CTR ALTERNATIVE RESOURCES BLUEFLY INC CHINA YUCHAI INT LTD AMERICAN BIO MEDICA CORP BOLT TECHNOLOGY CORP CLEAN HARBORS INC AMERICAN HEALTHWAYS INC BON-TON STORES INC CLINICHEM DEV INC CLA AMERICAN HOMESTAR CORP BOSTON BIOMEDICA INC COBRA ELECTRONICS CORP AMERICAN SCIENCE & ENGR BOSTON CELTICS LP CODA MUSIC TECHNOLOGY AMERICAN VANGUARD CORP BOWL AMERICA INC A COLUMBUS ENERGY CORP AMERICAN WAGERING INC BOWLIN OUTDOOR ADV & TRA COMFORCE CORP AMERIGON INC CL A BRANDERA.COM INC COMPUTER CONCEPTS CORP AML COMMUNICATIONS INC BRASS EAGLE INC COMSHARE INC AMPLIDYNE INC BRIDGESTREET ACCOMM INC CONGOLEUM CORP AMSURG CORP CL B BROWN & SHARPE MFG CO A CONRAD INDUSTRIES INC ANALYTICAL SURVEYS INC BUFETE INDUSTRIAL CONSOLIDTD WATER CO INC ANDERSEN GROUP INC BUSINESS RESOURCE GROUP CONSORCIO G GRUPO DINA AQUIS COMMUNICATIONS GRP C2 INC CONTINENTAL MATERIALS CP ARI NETWORK SERVICES INC C3 INC CORRPRO COMPANIES ARK RESTAURANTS CORP CABLETEL COMMUNICATIONS COVOL TECHNOLOGIES INC ASI SOLUTIONS INC CACHE INC CRAFTMADE INTERNAT INC ASTRO-MED INC CALTON INC CREDIT MNGMT SLTNS INC ATEC GROUP INC CAMPBELL RESOURCES INC CRITICARE SYSTEMS INC ATLANTIC PREMIUM BRANDS CANDIES INC CROSSWALK.COM INC ATRION CORPORATION CANTEL MEDICAL CORP. CSP INC AULT INC CANTERBURY INFO TECH INC CYANOTECH CORP AUTOIMMUNE INC CANTERBURY PARK HLDG CP CYBEX INTERNAT AVIATION GENERAL INC CAPITAL PACIFIC HOLDINGS D&K HEALTHCARE RES INC DALLAS GOLD & SILVER EX ELLETT BROTHERS INC GART SPORTS COMPANY DAOU SYSTEMS INC ELTEK LTD GENERAL BEARING CORP DARLING INTERNATIONAL EMERITUS CORP GENERAL CHEMICAL GROUP DATA DIMENSIONS INC EMERSON RADIO CORP GENERAL EMPLOYMENT ENT DATA I/O CORP EMPIRE RESOURCES INC GENESEE CORP CL B DATA RESEARCH ASSOCS INC ENDOREX CORPORATION GENESIS HEALTH VENTURES DATA SYSTEMS & SOFTWARE ENERGY BIOSYSTEMS CORP GENSYM CORP DATRON SYSTEMS INC ENERGY SEARCH INC GIGA-TRONICS INC DECKERS OUTDOOR CORP ENERGY WEST INC GLACIER WATER SERVICES DELIA'S INC ENGEL GENERAL DVLPRS LTD GLOBAL PAYMENT TECH INC DELTA NATURAL GAS CO INC ENGINEERING MEASUREMENTS GLOBAL TECHNOVATIONS INC DELTA PETROLEUM CORP ENLIGHTEN SOFTWARE SOL GOLDCORP INC CL B DEPOMED INC EQUINOX SYSTEMS INC GOLDEN ENTERPRISES INC DESIGNS INC EQUITY OIL CO GOLDEN STAR RESOURCES DEVCON INTERNAT CORP ESCALADE INC GOODRICH PETROL CORP DIEDRICH COFFEE ESENJAY EXPLORATION INC GOVERNMENT TECHNOL SVC DIEHL GRAPHSOFT INC ESKIMO PIE CORP GRISTEDES FOODS INC DIGITAL LAVA INC EUROPEAN MICRO HOLDINGS GROW BIZ INTERNAT INC DISC GRAPHICS INC EVANS SYSTEMS INC GUNDLE/SLT ENVIRONMENTAL
15 19 DISPATCH MANAGEMENT SRVC EVEREST MEDICAL CORP GZA GEOENVIRON TECH DISPLAY TECHNOLOGIES INC EZCORP INC CL A H.T E. INC DOCUMENT SCIENCES CORP FAMOUS DAVE'S OF AMERICA HALSEY DRUG CO DOMINION HOMES INC FANSTEEL INC HAMPSHIRE GROUP LTD DRUG EMPORIUM INC FARO TECHNOLOGIES INC HANSEN NATURAL CORP DRYPERS CORP FEATHERLITE INC HASTINGS ENTERTAINMENT DSG INTERNATIONAL LTD FIBERSTARS INC HATHAWAY CORP DSI TOYS INC FIRST PRIORITY GROUP INC HAWKER PACIFIC AEROSPACE DUNN COMPUTER CORP FIRSTWAVE TECHNOLOGIES HEALTH SYSTEMS DESIGN CP DYNAMEX INC FISCHER IMAGING CORP HEALTHGRADES.COM INC DYNAMIC HEALTHCARE TECH FLORSHEIM GROUP INC HECTOR COMMUNICATIONS DYNAMIC OIL & GAS INC FOILMARK INC HI-TECH PHARMACAL CO INC E COM VENTURES INC FOOD TECHNOLOGY SERVICE HOLIDAY RV SUPERSTORES E-Z EM INC CL A FOODARAMA SUPERMARKETS HOLT'S CIGAR HLDINGS INC EAGLE POINT SOFTWARE CP FRANKLIN TELECOMM CORP HOME STAKE OIL & GAS CO EAGLE SUPPLY GROUP INC FRESH CHOICE INC HOMELAND HOLDING CORP EASYRIDERS INC FRIEDMAN INDUSTRIES INC HOMETOWN AUTO RETAIL CLA ECC INTERNATIONAL CORP FRIENDLY ICE CREAM CORP HORIZON HEALTH CORP ECO SOIL SYSTEMS INC FRISBY TECHNOLOGIES INC HORIZON MEDICAL PRODUCTS ECOGEN INC FRONTIER ADJUSTR OF AMER HOTELWORKS.COM ECOLOGY & ENVIRONMENT A FUEL TECH N.V. HOWTEK INC EDISON CONTROL CORP FURR'S RESTAURANTS INC HUFFY CORP EFAX.COM G-III APPAREL GROUP INC HUNTCO INC CL A EFTC CORPORATION GALAGEN INC HURCO COMPANIES INC ELAMEX S.A. DE C.V. CL 1 GALEY & LORD INC I.I.S. INTELLIG INFO SYS ELCOTEL INC GARDENBURGER INC IBS INTERACTIVE INC ICO INC KMG CHEMICALS INC. MEDSTONE INTERNAT INC ICTS INTERNATIONAL NV KOSS CORP MEDTOX SCIENTIFIC IENTERTAINMENT NETWORK KUSHNER-LOCKE CO MEDWAVE INC IFS INTERNATIONAL INC L.B. FOSTER CO CL A MER TELEMANAGEMENT SLTNS IMAGE SENSING SYSTEMS LA BARGE INC MERCURY AIR GROUP INC IMPRESO.COM INC. LACROSSE FOOTWEAR INC MERIT MEDICAL SYSTEMS INDIVIDUAL INVESTOR GRP LANCER CORP MERRILL MERCHANTS BANCSH INDUSTRIAL DISTR GRP INC LANDAIR CORPORATION MERRIMAC INDUSTRIES INC INNODATA CORPORATION LASER POWER CORP METHODE ELECTRONICS CL B INSIGHT HEALTH SERVICES LASER-PACIFIC MEDIA CORP METRETEK TECHOLOGIES INC INSIGNIA SYSTEMS INC LASERSCOPE MFRI INC INTEG INCORPORATED LECHTERS INC MICRONETICS WIRELESS INC INTEGRATED SURGICAL SYS LEISUREPLANET HLDGS LTD MICROS-TO-MAINFRAMES INC INTELLICORP INC LIFEMARK CORPORATION MINUTEMAN INTERNAT INC INTELLIGENT SYSTEMS CORP LIFEWAY FOODS INC ML MACADAMIA ORCHARDS INTERIORS INC CL A LIQUIDATION WORLD INC MOCON INC INTERNAT AIRCRAFT INVS LJ INTERNAT INC MOMENTUM BUSINESS APPS A INTERNAT ISOTOPES INC LMI AEROSPACE INC MONARCH DENTAL CORP INTERWEST HOME MEDICAL LOGIC DEVICES INC MOORE MEDICAL CORP INTRENET INC LOWRANCE ELECTRONICS INC MORTON INDUSTRIAL GP CLA INVIVO CORPORATION LUMISYS INC MOSSIMO INC IOMED INC LUND INTERNAT HOLDINGS MOTHERS WORK INC ISCO INC LYNCH CORP MOTOR CARGO INDUSTRIES ITEQ INC MAC-GRAY CORP MOUNTAIN PROVINCE MINING J ALEXANDER'S CORP MADE2MANAGE SYSTEMS INC MULTIMEDIA GAMES INC JACOBSON STORES INC MAGAL SECURITY SYSTEMS NAM CORPORATION JANUS HOTELSANDRESORTS MAGELLAN PETROLEUM CORP NASTECH PHARMACEUTICALS JENKON INTERNATIONAL INC MAIN STREET & MAIN INC NATHAN'S FAMOUS INC JENNY CRAIG MAINE PUBLIC SERVICE CO NATIONAL HOME HLTH CARE JLM INDUSTRIES INC MANATRON INC NATIONAL RESEARCH CORP JOHN Q. HAMMONS HOTELS MANCHESTER EQUIPMENT CO NATIONAL SECURITY GROUP JOHN SANFILIPPO & SON MANSUR INDUSTRIES INC NATIONAL TECHNICAL SYSTS JOHNSTON INDUSTRIES INC MARGO CARIBE INC NEOGEN CORP JOS A BANK CLOTHIERS MARKETING SPECIALISTS CP NESCO INCORPORATED JPS INDUSTRIES INC MATEC CORP NETSMART TECHNOLOGIES JUDGE.COM INCORPORATED MATHSOFT INC NETWORK COMPUTING DEVICE K-TEL INTERNAT INC MAX & ERMA'S RESTAURANT NEW BRUNSWICK SCIENTIFIC K-TRON INTERNAT INC MAXCO INC NEW WORLD COFF-MNHTN BGL KCS ENERGY INC MAXICARE HEALTH PLANS NEXTHEALTH INC KESTREL ENERGY INC MCCLAIN INDUSTRIES INC NEXUS TELOCATION SYSTEMS KEVCO INC MCLAREN PERFORMANCED TEC NIAGARA CORPORATION KEWAUNEE SCIENTIFIC CORP MECHANICAL DYNAMICS INC NMT MEDICAL INCORPORATED KEY TECHNOLOGY INC MEDICAL ACTION IND INC NOBILITY HOMES INC KEY TRONICS CORP MEDICAL ALLIANCE INC NOODLE KIDOODLE INC KLLM TRANSPORT SVCS INC MEDICALCONTROL INC NORTH FACE INC (THE) NORTHERN TECHNOLOGY POLYVISION CORP SCHUFF STEEL CO NORTHSTAR COMPUTER FORMS POORE BROTHERS INC SECURITY ASSOC INTL INC
16 20 NOTIFY TECHNOLOGY CORP POWERCERV CORPORATION SED INTERNAT HLDNGS INC NOVATEL INC PPT VISION INC SEEC INC ODWALLA INC PREMIUMWEAR INC SELAS CORP OF AMERICA OEC COMPRESSION CORP PRIMESOURCE CORPORATION SENECA FOODS CORP CL B OMNI ENERGY SERVICES CP PROFESSIONAL TRANSP GRP SENSORY SCIENCE CORP OMTOOL LTD PROGEN INDUSTRIES LTD SENTO CORPORATION ON-SITE SOURCING INC PROMEDCO MANAGEMENT CO SERACARE INC ONE PRICE CLOTHING STORE PROVIDENCE & WORCESTR RR SHARED TECHNOL CELLULAR OPINION RESEARCH CORP PROXYMED INC SHOLODGE INC OPTA FOOD INGREDIENTS PRT GROUP INC SHONEY'S INC OPTISYSTEMS SOLUTIONS PUBCO CORP SIFCO INDUSTRIES INC ORBIT/FR INC PURE WORLD INC SIGA PHARMACEUTICALS INC ORLEANS HOMEBUILDERS INC PVC CONTAINER CORP SIGNAL APPAREL COMPANY ORYX TECHNOLOGY CORP Q.E.P. CO INC SILICOM LTD OSTEX INTERNAT INC QUESTCOR PHARMACEUTICALS SILVER STANDARD RESOURCE OUTLOOK GROUP CORP QUIPP INC SIMON TRANSPORT SVCS CLA P & F INDUSTRIES CL A R&B INC SIMULA INC PALATIN TECHNOLOGIES INC R.G. BARRY CORP SMARTIRE SYSTEMS INC PALOMAR MEDICAL TECH RADA ELECTRONIC INDS LTD SMC CORP PAMECO CORP RANDGOLD&EXP CO LTD ADS SOCRATES TECHS CORP PAR TECHNOLOGY CORP RAYTEL MEDICAL CORP SONESTA INTERNAT HOTELS PARAGON TECHNOLOGIES INC REEDS JEWELERS INC SONUS PHARM INC PARALLEL PETROLEUM CORP REHABILICARE INC SOUND ADVICE INC PARLUX FRAGRANCES INC RELIABILITY INC SPARTON CORP PATHWAYS GROUP INC RF INDUSTRIES LTD SPINNAKER INDUSTRIES INC PATRICK INDUSTRIES INC RGC RESOURCES INC SPORT CHALET INC PAUL HARRIS STORES INC RICHMONT MINES INC SPORT SUPPLY GROUP INC PAUL MUELLER COMPANY RIDDELL SPORTS INC SSE TELECOM INC PEERLESS MANUFACTURING RIGHT START INC., THE STAKE TECHNOL LTD PENDARIES PETROLEUM LTD RIVIERA HOLDINGS CORP STANDARD AUTOMOTIVE CORP PENTACON INC ROCK OF AGES CORP STARCRAFT CORP PERCEPTRON INC ROCKY SHOES & BOOTS INC STERILE RECOVERIES INC PERMA-FIX ENVIRON SVC ROSS SYSTEMS INC STM WIRELESS INC CL A DE PETROLEUM HELICOPTER NV ROTONICS MANUFACTURING STRATASYS INC PETROLEUM HELICOPTER VTG ROY F. WESTON INC CL A STRATESEC INC PHAR-MOR INC RURAL/METRO CORP STV GROUP PHOENIX INTERNAT LTD INC S&K FAMOUS BRANDS INC SUNRISE INTERNAT LEASING PHOTOELECTRON CORP SAF T LOK INC SUNSHINE MIN & REFIN PICCADILLY CAFETERIAS SAMES CORPORATION SUNSOURCE INC PIZZA INN INC SARATOGA BEVERAGE GRP A SUPER VISION INTERNAT A PLC SYSTEMS INC SAUCONY INC CL A SUPREMA SPECIALTIES INC PMR CORP SCHEID VINEYARDS INC CLA SURGE COMPONENTS INC POLYDEX PHARMACEUTICALS SCHMITT INDUSTRIES INC SYMBOLLON CP CL A TAB PRODUCTS CO TRANSPRO INC VENTURE CATALYST INC TAG-IT PACIFIC INC TRANSWORLD HEALTHCRE INC VERAMARK TECHNOLOGIES TAITRON COMPONENTS CL A TRAVIS BOATS&MOTORS INC VERMONT PURE HOLDINGS TANDY BRANDS ACCESSORIES TRIDENT ROWAN GROUP INC VERMONT TEDDY BEAR CO TANDYCRAFTS INC TRIMARK HOLDINGS INC VIDEO DISPLAY CORP TATNEFT ADS TRIMEDYNE INC VIDEOLABS INC TBA ENTERTAINMENT CORP TRM CORPORATION VIEW TECH INC TCI INTERNAT INC TSR INC VIRTUALFUND.COM INC TEAM AMERICA CORP U.S. ENERGY SYSTEMS INC VISION SCIENCES INC TEAM INC U.S. LIME & MINERALS INC VITRAN CORPORATION TEAMSTAFF INC U.S. PHYSICAL THERAPY VIZACOM INC TECH-OPS SEVCON INC UBICS INC VULCAN INTERNAT CORP TECHNICAL CHEM & PROD UNICOMP INC WACKENHUT CORP CL A, THE TEKNOWLEDGE CORPORATION UNITED GUARDIAN INC WEBCO INDUSTRIES INC TELEX CHILE SA ADS UNIVERSAL STAIN & ALLOY WEGENER CORP TEXOIL INC UROCOR INC WESTERN PWR & EQUIPMENT THOUSAND TRAILS INC US OFFICE PRODUCT CO WHITMAN EDUCATION GROUP TII INDUSTRIES INC US WATS INC WILLIAMS CONTROLS INC TITAN MOTORCYCLE OF AMER USA BIOMASS CORPORATION WILSHIRE OIL CO OF TX TOKHEIM CORP USA DETERGENTS INC WISER OIL COMPANY, THE TOP IMAGE SYSTEMS LTD USABANCSHARES.COM INC XATA CORP TORCH ENERGY ROY TR USOL HOLDINGS INC XETEL CORPORATION TOREADOR ROYALTY CORP UTILX CORP YORK GROUP INC., THE TOTAL ENTERTAINMENT REST VALLEY MEDIA INC YORK RESEARCH CORP TOWNE SERVICES INC VALLEY NATIONAL GASES ZEVEX INTERNAT INC TOYMAX INTERNAT INC VARIFLEX INC ZINDART LIMITED ADR TRANSPORTATION COMPONENT VDC COMMUNICATIONS INC ZMAX CORP
17 21 APPENDIX 2 FISCAL 2000 AMEX $0 TO $20 MILLION CAPITALIZATION PEER GROUP The peer group is comprised of American Stock Exchange non-financial companies with a market value between $0 and 20 million. The only companies meeting this criteria for fiscal 2000 are the following: *3DSHOPPING.COM AQUIS COMMUNICATIONS GRP BOSTON CELTICS LP 5TH AVENUE CHANNEL CORP ARI NETWORK SERVICES INC BOWL AMERICA INC A ABLE TELECOM HOLDING CP ARK RESTAURANTS CORP BOWLIN OUTDOOR ADV & TRA *ACCESS PHARMACEUTICAL ASI SOLUTIONS INC BRANDERA.COM INC ACME ELECTRIC CORP ASTRO-MED INC BRASS EAGLE INC ACRODYNE COMMUNICATIONS ATEC GROUP INC BRIDGESTREET ACCOMM INC ACTIONPOINT INC ATLANTIC PREMIUM BRANDS BROWN & SHARPE MFG CO A *ACTIVEWORLDS.COM INC *ATLAS PIPELINE PRTNRS LP BUFETE INDUSTRIAL ADAM.COM INCORPORATED ATRION CORPORATION BUSINESS RESOURCE GROUP ADAMS GOLF INC AULT INC C2 INC ADVANCED MACHINE VSN CP AUTOIMMUNE INC C3 INC ADVANCED PHOTONIX CL A AVIATION GENERAL INC CABLETEL COMMUNICATIONS ADVANCED TECHNICAL PROD. AVTEAM INC CL A CACHE INC ADVANTAGE MARKETING SYS AXCESS INC CALTON INC AEROSONIC CORP AZCO MINING INC CAMPBELL RESOURCES INC AEROVOX INC BALDWIN PIANO & ORGAN CO CANDIES INC AFFINITY TECHNOLOGY GRP BALDWIN TECHNOLOGY INC A CANTEL MEDICAL CORP. AIR METHODS CORP BALLANTYNE OF OMAHA INC CANTERBURY INFO TECH INC ALCIDE CORP BAYOU STEEL CORP CANTERBURY PARK HLDG CP ALDILA INC BEAUTICONTROL COSMETICS *CAPITAL ENV. RESOURCE ALLIED HEALTHCARE PROD BELL INDUSTRIES INC CAPITAL PACIFIC HOLDINGS ALLIED PRODUCTS CORP BENGUET CORP CL B CARBIDE/GRAPHITE GRP INC ALLIED RESEARCH CORP BENIHANA INC CL A CARDIMA INC ALPHANET SOLUTIONS INC BERNARD CHAUS INC CARIBINER INTERNAT INC ALTERNATIVE RESOURCES BIGMAR INC CARMEL CONTAINER SYSTEM *AMERICAN ACCESS TECHNOLG *BIGSTAR ENTERTAINMENT CARRINGTON LABS INC AMERICAN BIO MEDICA CORP BIO-LOGIC SYSTEMS CORP CASH TECHNOLOGIES INC AMERICAN HEALTHWAYS INC BIO-VASCULAR INC CASTLE ENERGY CORPORATN AMERICAN HOMESTAR CORP BIONUTRICS INC CATALINA LIGHTING INC AMERICAN SCIENCE & ENGR BIONX IMPLANTS INC CAVALIER HOMES INC AMERICAN VANGUARD CORP BIORELIANCE CORP CELLULAR TECHNICAL SVCS AMERICAN WAGERING INC BIRMINGHAM UTILITIES INC CEM CORP AMERIGON INC CL A *BIZNESSONLINE.COM INC CENTRAL EUROPEAN MEDIA AML COMMUNICATIONS INC BLACK HAWK GAM & DEV CO CENTURY CASINOS INC AMPLIDYNE INC BLUE DOLPHIN ENERGY CO CFC INTERNATIONAL INC AMSURG CORP CL B BLUEFLY INC CFI PROSERVICES INC ANALYTICAL SURVEYS INC BOLT TECHNOLOGY CORP CHAMPION INDUSTRIES INC ANDERSEN GROUP INC BON-TON STORES INC CHECK TECHNOLOGY CORP *ANTHONY & SYLVAN POOLS BOSTON BIOMEDICA INC CHENIERE ENERGY INC CHICAGO RIVET & MACHINE DRUG EMPORIUM INC FIBERSTARS INC CHILDREN'S COMPREHEN SVC DRYPERS CORP FIRST PRIORITY GROUP INC CHILDTIME LEARNING CTR DSG INTERNATIONAL LTD FIRSTWAVE TECHNOLOGIES CHINA YUCHAI INT LTD DSI TOYS INC FISCHER IMAGING CORP *CLAIMSNET.COM INC DUNN COMPUTER CORP FLORSHEIM GROUP INC CODA MUSIC TECHNOLOGY DYNAMEX INC FOILMARK INC COLUMBUS ENERGY CORP DYNAMIC HEALTHCARE TECH FOOD TECHNOLOGY SERVICE COMFORCE CORP DYNAMIC OIL & GAS INC FOODARAMA SUPERMARKETS COMPUTER CONCEPTS CORP E COM VENTURES INC FRANKLIN TELECOMM CORP COMSHARE INC E-Z EM INC CL A FRESH CHOICE INC CONGOLEUM CORP EAGLE POINT SOFTWARE CP FRIEDMAN INDUSTRIES INC CONRAD INDUSTRIES INC EAGLE SUPPLY GROUP INC FRIENDLY ICE CREAM CORP CONSOLIDTD WATER CO INC EASYRIDERS INC FRISBY TECHNOLOGIES INC CONSORCIO G GRUPO DINA ECC INTERNATIONAL CORP FRONTIER ADJUSTR OF AMER CONTINENTAL MATERIALS CP ECO SOIL SYSTEMS INC FUEL TECH N.V. *CONTINUUS SOFTWARE CP ECOGEN INC FURR'S RESTAURANTS INC CORRPRO COMPANIES ECOLOGY & ENVIRONMENT A G-III APPAREL GROUP INC COVOL TECHNOLOGIES INC EDISON CONTROL CORP GALAGEN INC CRAFTMADE INTERNAT INC EFAX.COM GALEY & LORD INC CREDIT MNGMT SLTNS INC EFTC CORPORATION GARDENBURGER INC CRITICARE SYSTEMS INC ELAMEX S.A. DE C.V. CL 1 GART SPORTS COMPANY CROSSWALK.COM INC ELCOTEL INC GENERAL BEARING CORP CSP INC ELLETT BROTHERS INC GENERAL CHEMICAL GROUP CYANOTECH CORP ELTEK LTD GENERAL EMPLOYMENT ENT CYBEX INTERNAT EMERITUS CORP GENESEE CORP CL B
18 22 D&K HEALTHCARE RES INC EMERSON RADIO CORP GENESIS HEALTH VENTURES DALLAS GOLD & SILVER EX EMPIRE RESOURCES INC GENSYM CORP DAOU SYSTEMS INC ENDOREX CORPORATION GIGA-TRONICS INC DARLING INTERNATIONAL ENERGY BIOSYSTEMS CORP GLACIER WATER SERVICES DATA DIMENSIONS INC ENERGY SEARCH INC GLOBAL PAYMENT TECH INC DATA I/O CORP ENERGY WEST INC GLOBAL TECHNOVATIONS INC DATA RESEARCH ASSOCS INC ENGEL GENERAL DVLPRS LTD GOLDCORP INC CL B DATA SYSTEMS & SOFTWARE ENGINEERING MEASUREMENTS GOLDEN ENTERPRISES INC DATRON SYSTEMS INC ENLIGHTEN SOFTWARE SOL GOLDEN STAR RESOURCES DECKERS OUTDOOR CORP EQUINOX SYSTEMS INC GOODRICH PETROL CORP DELIA'S INC EQUITY OIL CO GOVERNMENT TECHNOL SVC DELTA NATURAL GAS CO INC ESCALADE INC GRISTEDES FOODS INC DELTA PETROLEUM CORP ESENJAY EXPLORATION INC GROW BIZ INTERNAT INC DEPOMED INC ESKIMO PIE CORP GUNDLE/SLT ENVIRONMENTAL DESIGNS INC EUROPEAN MICRO HOLDINGS GZA GEOENVIRON TECH DEVCON INTERNAT CORP EVANS SYSTEMS INC H.T E. INC DIEDRICH COFFEE EVEREST MEDICAL CORP HALSEY DRUG CO DIEHL GRAPHSOFT INC EZCORP INC CL A HAMPSHIRE GROUP LTD DIGITAL LAVA INC FAMOUS DAVE'S OF AMERICA HANSEN NATURAL CORP DISC GRAPHICS INC FANSTEEL INC HASTINGS ENTERTAINMENT DISPATCH MANAGEMENT SRVC FARO TECHNOLOGIES INC HATHAWAY CORP DISPLAY TECHNOLOGIES INC *FASHIONMALL.COM INC HAWKER PACIFIC AEROSPACE DOCUMENT SCIENCES CORP *FASTNET CORPORATION HEALTH SYSTEMS DESIGN CP DOMINION HOMES INC FEATHERLITE INC HEALTHGRADES.COM INC HI-TECH PHARMACAL CO INC JOS A BANK CLOTHIERS MAXICARE HEALTH PLANS HOLIDAY RV SUPERSTORES JPS INDUSTRIES INC MCCLAIN INDUSTRIES INC HOLT'S CIGAR HLDINGS INC JUDGE.COM INCORPORATED MCLAREN PERFORMANCED TEC HOME STAKE OIL & GAS CO K-TEL INTERNAT INC MECHANICAL DYNAMICS INC HOMELAND HOLDING CORP K-TRON INTERNAT INC MEDICAL ACTION IND INC HOMETOWN AUTO RETAIL CLA KCS ENERGY INC MEDICAL ALLIANCE INC HORIZON HEALTH CORP *KEITH COMPANIES INC MEDICALCONTROL INC HORIZON MEDICAL PRODUCTS KESTREL ENERGY INC MEDSTONE INTERNAT INC HOTELWORKS.COM KEVCO INC MEDTOX SCIENTIFIC HOWTEK INC KEWAUNEE SCIENTIFIC CORP MEDWAVE INC HUFFY CORP KEY TECHNOLOGY INC MER TELEMANAGEMENT SLTNS HUNTCO INC CL A KEY TRONICS CORP MERCURY AIR GROUP INC HURCO COMPANIES INC KLLM TRANSPORT SVCS INC MERIT MEDICAL SYSTEMS *I.D. SYSTEMS INC KMG CHEMICALS INC. MERRILL MERCHANTS BANCSH I.I.S. INTELLIG INFO SYS KOSS CORP MERRIMAC INDUSTRIES INC IBS INTERACTIVE INC KUSHNER-LOCKE CO *MET-COIL SYSTEMS CORP ICO INC L.B. FOSTER CO CL A METHODE ELECTRONICS CL B ICTS INTERNATIONAL NV LA BARGE INC METRETEK TECHOLOGIES INC IENTERTAINMENT NETWORK LACROSSE FOOTWEAR INC MFRI INC IFS INTERNATIONAL INC LANCER CORP MICRONETICS WIRELESS INC *ILIFE.COM INCORPORATED LANDAIR CORPORATION MICROS-TO-MAINFRAMES INC IMAGE SENSING SYSTEMS LASER POWER CORP MINUTEMAN INTERNAT INC IMPRESO.COM INC. LASER-PACIFIC MEDIA CORP ML MACADAMIA ORCHARDS INDIVIDUAL INVESTOR GRP LASERSCOPE MOCON INC INDUSTRIAL DISTR GRP INC LECHTERS INC MOMENTUM BUSINESS APPS A INNODATA CORPORATION LEISUREPLANET HLDGS LTD MONARCH DENTAL CORP INSIGHT HEALTH SERVICES LIFEMARK CORPORATION MOORE MEDICAL CORP INSIGNIA SYSTEMS INC LIFEWAY FOODS INC MORTON INDUSTRIAL GP CLA INTEG INCORPORATED LIQUIDATION WORLD INC MOSSIMO INC INTEGRATED SURGICAL SYS LJ INTERNAT INC *MOTHERNATURE.COM INC INTELLICORP INC LMI AEROSPACE INC MOTHERS WORK INC INTELLIGENT SYSTEMS CORP LOGIC DEVICES INC MOTOR CARGO INDUSTRIES INTERIORS INC CL A LOWRANCE ELECTRONICS INC MOUNTAIN PROVINCE MINING INTERNAT AIRCRAFT INVS LUMISYS INC *MULTI-LINK TELECOMM INC INTERNAT ISOTOPES INC LUND INTERNAT HOLDINGS MULTIMEDIA GAMES INC *INTERNAT SMART SOURCING LYNCH CORP NAM CORPORATION INTERWEST HOME MEDICAL MAC-GRAY CORP NASTECH PHARMACEUTICALS INTRENET INC MADE2MANAGE SYSTEMS INC NATHAN'S FAMOUS INC INVIVO CORPORATION MAGAL SECURITY SYSTEMS NATIONAL HOME HLTH CARE IOMED INC MAGELLAN PETROLEUM CORP NATIONAL RESEARCH CORP ISCO INC MAIN STREET & MAIN INC NATIONAL SECURITY GROUP ITEQ INC MAINE PUBLIC SERVICE CO NATIONAL TECHNICAL SYSTS J ALEXANDER'S CORP MANATRON INC *NEMATRON CORPORATION JACOBSON STORES INC MANCHESTER EQUIPMENT CO NEOGEN CORP JANUS HOTELS AND RESORTS MANSUR INDUSTRIES INC NESCO INCORPORATED JENKON INTERNATIONAL INC MARGO CARIBE INC *NETIVATION.COM INC JENNY CRAIG MARKETING SPECIALISTS CP *NETRADIO CORPORATION JLM INDUSTRIES INC MATEC CORP NETSMART TECHNOLOGIES JOHN Q. HAMMONS HOTELS MATHSOFT INC NETWORK COMPUTING DEVICE
19 23 JOHN SANFILIPPO & SON MAX & ERMA'S RESTAURANT NEW BRUNSWICK SCIENTIFIC JOHNSTON INDUSTRIES INC MAXCO INC NEW WORLD COFF-MNHTN BGL NEXTHEALTH INC PHOENIX INTERNAT LTD INC ROY F. WESTON INC CL A NEXUS TELOCATION SYSTEMS PHOTOELECTRON CORP RURAL/METRO CORP NIAGARA CORPORATION PICCADILLY CAFETERIAS S&K FAMOUS BRANDS INC NMT MEDICAL INCORPORATED PIZZA INN INC SAF T LOK INC NOBILITY HOMES INC PLC SYSTEMS INC *SALON.COM NOODLE KIDOODLE INC PMR CORP SAMES CORPORATION NORTH FACE INC (THE) *POLYAIR INTER PACK INC SARATOGA BEVERAGE GRP A NORTHERN TECHNOLOGY POLYDEX PHARMACEUTICALS SAUCONY INC CL A NORTHSTAR COMPUTER FORMS POLYVISION CORP SCHEID VINEYARDS INC CLA NOTIFY TECHNOLOGY CORP *PONTOTOC PRODUCTION INC SCHMITT INDUSTRIES INC NOVATEL INC POORE BROTHERS INC SCHUFF STEEL CO ODWALLA INC POWERCERV CORPORATION SECURITY ASSOC INTL INC OEC COMPRESSION CORP PPT VISION INC SED INTERNAT HLDNGS INC OMNI ENERGY SERVICES CP PREMIUMWEAR INC SEEC INC OMTOOL LTD PRIMESOURCE CORPORATION SELAS CORP OF AMERICA ON-SITE SOURCING INC PROFESSIONAL TRANSP GRP SENECA FOODS CORP CL B ONE PRICE CLOTHING STORE PROGEN INDUSTRIES LTD SENSORY SCIENCE CORP OPINION RESEARCH CORP PROMEDCO MANAGEMENT CO SENTO CORPORATION OPTA FOOD INGREDIENTS PROVIDENCE & WORCESTR RR SERACARE INC *OPTICARE HEALTH SYSTEMS PROXYMED INC SHARED TECHNOL CELLULAR OPTISYSTEMS SOLUTIONS PRT GROUP INC SHOLODGE INC ORBIT/FR INC PUBCO CORP SHONEY'S INC ORLEANS HOMEBUILDERS INC PURE WORLD INC SIFCO INDUSTRIES INC ORYX TECHNOLOGY CORP PVC CONTAINER CORP SIGA PHARMACEUTICALS INC OSTEX INTERNAT INC Q.E.P. CO INC SIGNAL APPAREL COMPANY OUTLOOK GROUP CORP QUESTCOR PHARMACEUTICALS SILICOM LTD P & F INDUSTRIES CL A QUIPP INC SILVER STANDARD RESOURCE PALATIN TECHNOLOGIES INC R&B INC SIMON TRANSPORT SVCS CLA PALOMAR MEDICAL TECH R.G. BARRY CORP SIMULA INC PAMECO CORP RADA ELECTRONIC INDS LTD SMARTIRE SYSTEMS INC PAR TECHNOLOGY CORP *RADWARE LTD SMC CORP PARAGON TECHNOLOGIES INC RANDGOLD&EXP CO LTD ADS SOCRATES TECHS CORP PARALLEL PETROLEUM CORP RAYTEL MEDICAL CORP SONESTA INTERNAT HOTELS PARLUX FRAGRANCES INC REEDS JEWELERS INC SONUS PHARM INC PATHWAYS GROUP INC REHABILICARE INC SOUND ADVICE INC PATRICK INDUSTRIES INC RELIABILITY INC *SOURCINGLINK.NET INC PAUL HARRIS STORES INC *RESOURCEPHOENIX.COM CL A SPARTON CORP PAUL MUELLER COMPANY RF INDUSTRIES LTD SPINNAKER INDUSTRIES INC PEERLESS MANUFACTURING RGC RESOURCES INC SPORT CHALET INC PENDARIES PETROLEUM LTD RICHMONT MINES INC SPORT SUPPLY GROUP INC PENTACON INC RIDDELL SPORTS INC SSE TELECOM INC PERCEPTRON INC RIGHT START INC., THE STAKE TECHNOL LTD PERMA-FIX ENVIRON SVC RIVIERA HOLDINGS CORP STANDARD AUTOMOTIVE CORP PETROLEUM HELICOPTER NV ROCK OF AGES CORP STARCRAFT CORP PETROLEUM HELICOPTER VTG ROCKY SHOES & BOOTS INC STERILE RECOVERIES INC *PETROQUEST ENERGY INC ROSS SYSTEMS INC STM WIRELESS INC CL A DE PHAR-MOR INC ROTONICS MANUFACTURING STRATASYS INC STV GROUP TOTAL ENTERTAINMENT REST *VANGUARD AIRLINES INC *SUNHAWK.COM CORPORATION TOWNE SERVICES INC VARIFLEX INC SUNRISE INTERNAT LEASING *TOWNPAGESNET.COM PLC ADS *VARSITYBOOKS.COM INC. SUNSHINE MIN & REFIN TOYMAX INTERNAT INC VDC COMMUNICATIONS INC SUNSOURCE INC TRANSPORTATION COMPONENT VENTURE CATALYST INC SUPER VISION INTERNAT A TRANSPRO INC VERAMARK TECHNOLOGIES SUPREMA SPECIALTIES INC TRANSWORLD HEALTHCRE INC VERMONT PURE HOLDINGS SURGE COMPONENTS INC TRAVIS BOATS&MOTORS INC VERMONT TEDDY BEAR CO SYMBOLLON CP CL A TRIDENT ROWAN GROUP INC VIDEO DISPLAY CORP TAB PRODUCTS CO TRIMARK HOLDINGS INC VIDEOLABS INC TAG-IT PACIFIC INC TRIMEDYNE INC VIEW TECH INC TAITRON COMPONENTS CL A TRM CORPORATION VIRTUALFUND.COM INC TANDY BRANDS ACCESSORIES *TRUETIME INCORPORATED VISION SCIENCES INC TANDYCRAFTS INC TSR INC VITRAN CORPORATION TATNEFT ADS *TUMBLEWEED INC VIZACOM INC TBA ENTERTAINMENT CORP U.S. ENERGY SYSTEMS INC VULCAN INTERNAT CORP TCI INTERNAT INC U.S. LIME & MINERALS INC WACKENHUT CORP CL A, THE TEAM AMERICA CORP U.S. PHYSICAL THERAPY WEBCO INDUSTRIES INC TEAM INC UBICS INC WEGENER CORP TEAMSTAFF INC UNICOMP INC WESTERN PWR & EQUIPMENT
20 24 *TECH FLAVORS & FRAGRANCE UNITED GUARDIAN INC *WESTMORELAND COAL CO TECH-OPS SEVCON INC UNIVERSAL STAIN & ALLOY WHITMAN EDUCATION GROUP TECHNICAL CHEM & PROD UROCOR INC WILLIAMS CONTROLS INC TEKNOWLEDGE CORPORATION US OFFICE PRODUCT CO WILSHIRE OIL CO OF TX *TELEMATE.NET SOFTWARE *US SEARCH CORP.COM WISER OIL COMPANY, THE TELEX CHILE SA ADS US WATS INC *WOMEN FIRST HEALTHCARE TEXOIL INC USA BIOMASS CORPORATION XATA CORP THOUSAND TRAILS INC USA DETERGENTS INC XETEL CORPORATION TII INDUSTRIES INC USABANCSHARES.COM INC YORK GROUP INC., THE TITAN MOTORCYCLE OF AMER USOL HOLDINGS INC YORK RESEARCH CORP TOKHEIM CORP UTILX CORP ZEVEX INTERNAT INC TOP IMAGE SYSTEMS LTD VALLEY MEDIA INC ZINDART LIMITED ADR TORCH ENERGY ROY TR VALLEY NATIONAL GASES ZMAX CORP TOREADOR ROYALTY CORP
21 25 KRUG INTERNATIONAL CORP. ANNUAL MEETING OF SHAREHOLDERS FRIDAY, DECEMBER 1, 2000 * FOLD AND DETACH HERE * KRUG INTERNATIONAL CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, DECEMBER 1, 2000 The undersigned hereby constitutes and appoints Robert M. Thornton, Jr. and Karen B. Brenner, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution, to appear at the Annual Meeting of Shareholders of KRUG International Corp. ("KRUG") to be held on Friday, December 1, 2000 at 3:00 p.m., and at any postponement or adjournment thereof, and to vote all of the shares of Common Stock of KRUG which the undersigned is entitled to vote, with all the powers and authority the undersigned would possess if personally present. The undersigned hereby directs that this proxy be voted as follows: ITEM 1(a) To elect three nominees listed below for terms ending in 2001, as described in the accompanying Proxy Statement. James J. Mulligan, Ronald J. Vannuki and Dr. Steven Baileys [ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(To withhold authority to vote for any nominee(s) named above, check the "FOR" box above and write the name of such nominee(s) on the line below.) (b) To elect four nominees listed below for terms ending in 2002, as described in the accompanying Proxy Statement. Robert M. Thornton, Jr., Karen B. Brenner, Howard E. Turner and C. Michael Ford [ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(To withhold authority to vote for any nominee(s) named above, check the "FOR" box above and write the name of such nominee(s) on the line below.) ITEM 2 To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. (Please date and sign on other side) 26 * FOLD AND DETACH HERE * (continued from other side) THIS PROXY WILL,WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS NAMED HEREIN INTEND TO VOTE "FOR"THE ELECTION OF THE NOMINEES LISTED. THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE PROXY STATEMENT. A MAJORITY OF SAID ATTORNEYS AND PROXIES PRESENT AT SAID MEETING (OR IF ONLY ONE SHALL BE PRESENT, THEN THAT ONE) MAY EXERCISE ALL OF THE POWERS HEREUNDER. The undersigned hereby acknowledges receipt of Notice of said Annual Meeting, the Proxy Statement relating thereto and KRUG's Annual Report to Shareholders for fiscal year ended March 31, 2000. Dated: , 2000 ------------------------- ------------------------------------- (Shareholder's Signature) ------------------------------------- (Shareholder's Signature) Please sign your name(s) exactly as shown hereon and date your proxy in the blank. For joint accounts, each joint owner should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If the signer is a corporation or partnership, please sign in full corporate or partnership name by a duly authorized officer or partner. PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----