SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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 Section 240.14a-11(c) or
Section 240.14a-12
TRIPLE S PLASTICS, INC.
(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:
TRIPLE S PLASTICS, INC.
7950 Moorsbridge Road, Suite 200
Portage, Michigan 49024
NOTICE OF 2001 ANNUAL MEETING
To the Shareholders of
TRIPLE S PLASTICS, INC.:
Please take notice that the Annual Meeting of Shareholders of Triple S
Plastics, Inc. will be held at the Fetzer Center, Western Michigan University,
Kalamazoo, Michigan 49007, on Friday, June 29, 2001, at 8:30 a.m., local time,
for the following purposes:
1. To elect five directors, three for terms of three years and two for
terms of two years, each as described in the Proxy Statement.
2. To transact any other business that may properly come before the
meeting.
Only shareholders of record as of the close of business on May 15, 2001, are
entitled to vote at the meeting, including any adjournment. A list of
shareholders entitled to vote has been prepared by the Company's stock transfer
agent and will be available for inspection by shareholders at the meeting, but
only for purposes germane to the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
May 29, 2001 Daniel B. Canavan
Secretary
- --------------------------------------------------------------------------------
Important Notice
Please sign, date, and return the accompanying Proxy in the enclosed self-
addressed envelope regardless of whether you expect to attend the meeting in
person. Any person giving a Proxy has the power to revoke that Proxy, at any
time, and shareholders who are present at the meeting may withdraw their
Proxies and vote in person if they wish.
Triple S Plastics, Inc.
7950 Moorsbridge Road, Suite 200
Portage, Michigan 49024
PROXY STATEMENT
Solicitation of Proxies
This Proxy Statement is being furnished to the shareholders of Triple S
Plastics, Inc. (the "Company") in connection with the solicitation of Proxies
by the Board of Directors of the Company for use at the Annual Meeting of
Shareholders. The meeting will be held at 8:30 a.m. on Friday, June 29, 2001,
at the Fetzer Center, Western Michigan University, Kalamazoo, Michigan 49007.
The purposes of the meeting are set forth in the Notice of 2001 Annual Meeting.
This Proxy Statement and the accompanying Proxy are being mailed on or about
May 29, 2001.
If the form of Proxy accompanying this Proxy Statement is properly executed
and returned to the Company, the shares represented by the Proxy will be voted
at the Annual Meeting of Shareholders in accordance with the directions of the
shareholder(s). If the Proxy is signed and returned without any direction
given, the shares will be voted in accordance with the recommendations of the
Board of Directors as described in this Proxy Statement. Any shareholder giving
a Proxy may revoke the Proxy, at any time before it is voted at the meeting, by
delivering a written notice of revocation to the Secretary of the Company, by
submitting a subsequently executed proxy or by attending the meeting and voting
in person. The Chairman of the meeting will announce the closing of the polls
during the meeting, and all Proxies must be received prior to the closing of the
polls in order to be counted.
The cost of the solicitation of Proxies will be borne by the Company. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or facsimile by regular employees of the Company without additional
compensation. The Company does not intend to pay any compensation for the
solicitation of Proxies, except that brokers, nominees, custodians and other
fiduciaries will be reimbursed by the Company for their expenses in connection
with sending proxy materials to beneficial owners and obtaining their Proxies.
Voting Securities and Record Date
May 15, 2001, has been fixed by the Board of Directors as the record date
for determining shareholders entitled to vote at the Annual Meeting. On that
date, 3,814,169 shares of the Company's common stock, no par value, were issued
and outstanding. Shareholders are entitled to one vote for each share of the
Company's common stock registered in their names at the close of business on
the record date.
Election of Directors
The Company's Articles of Incorporation provide for a classified Board of
Directors, with approximately one-third of the directors to be elected annually
for terms of three years each. The Articles also provide that the exact size of
the Board is to be determined by the directors, and that number is currently
fixed at seven members. Daniel B. Canavan and Albert C. Schauer, incumbent
directors whose terms of office would have normally expired at last year's
annual meeting, have been nominated by the Board of Directors for election to
two-year terms expiring in 2003. In addition, Victor V. Valentine, Jr.,
James F. Hettinger, and Donald W. Thomason, incumbent directors whose terms of
office expire at this year's annual meeting, have been nominated by the Board of
Directors for election to three-year terms expiring in 2004.
The Company did not hold its 2000 Annual Meeting of Shareholders due to the
proposed and pending merger of the Company with Eimo Oyj (the "Merger"). The
Merger Agreement with Eimo Oyj was signed as of July 13, 2000, the approximate
time of last year's scheduled meeting of the Company's shareholders. Under the
terms of the proposed Merger, the Company would have become a wholly owned
subsidiary of Eimo Oyj. Due to the timing and proposed structure of the Merger,
the Board elected to defer the 2000 Annual Meeting of Shareholders to vote upon
the Merger. Effective March 12, 2001, the Company and Eimo Oyj elected to
cancel and terminate the proposed Merger. Consequently, two classes of the
Board are to be elected at this year's Annual Meeting of Shareholders.
Unless otherwise directed by an appropriate mark on a shareholder's Proxy,
the persons named as proxy voters in the accompanying Proxy will vote for the
nominees described below. In the event a nominee is no longer a candidate at
the time of the Annual Meeting of Shareholders (a situation which is not now
anticipated), the Board of Directors may designate a substitute nominee, in
which case, the accompanying Proxy will be voted for the substituted nominee.
Under Michigan law, directors are elected by a plurality of the votes cast
by shareholders. Therefore, the nominees for each class who receive the largest
number of affirmative votes will be elected, irrespective of the number of votes
received. Broker nonvotes, votes withheld and votes cast against any nominee
will not have a bearing on the outcome of the election. Votes will be counted
by Inspector(s) of Election appointed by the presiding officer at the Annual
Meeting.
The Board of Directors recommends a vote FOR the election of the persons
nominated by the Board.
The content of the following table relating to business experience is based
upon information furnished to the Company by the nominees and directors.
Names, (Ages), Positions and Backgrounds
of Directors and Nominees Service as a Director
- -------------------------------------------------- ---------------------------
Nominees for Terms to Expire in 2003
Daniel B. Canavan (47) is the Chairman of the Director since 1982
Board, and he has held that position for more
than five years. Prior to June 1, 1999, he
also served as the Company's Chief Executive
Officer.
A. Christian Schauer (58), has been the Chief Director since 1990
Executive Officer of the Company since May 25,
1999. Prior to becoming the Company's Chief
Executive Officer he was the Chairman and
Chief Executive Officer of Clausing
Industrial, Inc. (machine tool distribution),
Kalamazoo, Michigan, a position that he held
for more than five years. Mr. Schauer also
serves as a director of Griffith Laboratories
International, Inc. (food ingredient and
flavor system manufacturer), Alsip, Illinois,
and The Windquest Companies, Inc. (a
manufacturer of storage systems), Grand
Rapids, Michigan.
Nominees for Terms to Expire in 2004
Victor V. Valentine, Jr. (55) has been the Director since 1983
Company's President since 1990, and prior to
that time he served as the Company's Vice
President of Sales and Marketing for more than
five years.
James F. Hettinger (52) is the President and Director since 1992
Chief Executive Officer of Battle Creek Member of Compensation
Unlimited, Inc. (an industrial park Committee
development corporation), and he has held that
position for more than five years
Donald W. Thomason (56) retired in 1999 as Director since 1999
Executive Vice President, Corporate Services Member of Audit Committee
and Technology of Kellogg Company (a consumer
goods food company), a position he held since
1990.
Directors Whose Terms Expire in 2002
Robert D. Bedilion (63) retired December 31, 1996, Director since 1997
from his position as President of Polymerland Member of Compensation
Incorporated, a subsidiary of General Electric Committee
Company, which he held since 1989.
David L. Stewart (62) has been retired for Director since 1969
more than five years. Prior to his retirement, Member of Audit Committee
Mr. Stewart served as the Company's Chairman
and Chief Executive Officer.
Evan C. Harter (58) is the Chairman of Director since 1998
AppsMall.com, an internet start-up company. Member of Audit and
In addition, he is the Chairman of Compensation Committees
International Marketing Strategies, an
organization that assists businesses to grow
from strong regional manufacturers into
internationally competitive businesses. He
has held the latter position for more than
five years.
William J. Stewart, a Vice President of the Company, and David L. Stewart
are brothers. There are no other family relationships between or among the
nominees, directors and executive officers of the Company. In addition
Messrs. Valentine, Canavan, and Schauer are parties to an Irrevocable Proxy
and Purchase Right Agreement under which Messrs. Valentine and Canavan have
agreed to vote their shares to elect Mr. Schauer to the Board of Directors of
the Company for so long as Mr. Schauer remains Chief Executive Officer of the
Company.
The Board of Directors met nine times during the preceding fiscal year, and
all directors attended at least 75% of the aggregate number of meetings of the
Board and meetings of committees on which they served.
The Company has a Compensation Committee which annually reviews the
Corporation's compensation policy for executive officers and makes recommenda-
tions to the Board of Directors with respect to that policy, as well as making
compensation decisions for executive officers. The Committee also
administers the Corporation's incentive plans involving the Company's common
stock. This Committee met on one occasion during the preceding fiscal year.
A report from this Committee appears under the caption Report on Executive
Compensation.
The Company has a standing nominating committee, composed of Robert D.
Bedilion,Evan C. Harter, James F. Hettinger, David L. Stewart and Donald W.
Thomason. The committee met one time during the year. The Nominating Committee
selects and presents to the Board candidates for election to fill vacancies on
the Board. The Committee will consider nominees recommended by shareholders. A
shareholder is required to give notice of the intent to make a recommendation,
in writing, on or before the 30th day preceding the date of that Annual Meeting
(or within 7 days after the date the Company gives notice of the date of the
meeting if the notice is given less than 40 days prior to the date of the
meeting). The shareholder's notice must (1) identify the shareholder and the
person to be nominated, (2) include a representation that the shareholder will
continue to hold stock through the date of the meeting, (3) state the intention
to appear in person or by proxy at the meeting, (4) include a description of all
arrangements between the shareholder and the nominee, (5) include the consent of
the nominee to serve as a director, if elected, and (6) such other information
as is required under Regulation 14A under Section 14 of the Securities Exchange
Act of 1934.
The Company has an Audit Committee comprised of David L. Stewart, Robert D.
Bedilion, and Donald W. Thomason. Each of those members, except Mr. Stewart,
meets the independence standard of Rule 4200(a)(14) of the National Association
of Securities Dealers Listing Standards. Mr. Stewart is not considered to be
independent under the NASD listing standards because his brother, William
Stewart, is an executive officer of the Company. The Board has nonetheless
elected to keep Mr. Stewart on the Audit Committee due to the length of his
relationship with the Company and his familiarity with the nature of the
Company's operations. The Audit Committee recommends to the Board of Directors
the selection of independent public accountants to serve as the Company's
auditors, and reviews the scope of their audit, their audit report and any
recommendations made by them. This Committee also conducts reviews of any
related-party transactions or potential conflict of interest situations. This
Committee met on two occasions during the preceding fiscal year. Effective
June 9, 2000 the Company's Board of Directors adopted a written charter with
respect to the roles and responsibilities of the Audit Committee. The complete
text of the new charter is attached as Exhibit A to this Proxy Statement. On
May 10, 2001, the Committee submitted to the Board of Directors the following
report:
Audit Committee Report
Pursuant to its written charter, the Audit Committee, in discharging its
oversight responsibilities as to the audit process took the following actions:
1. The Audit Committee reviewed and discussed with management the Company's
audited financial statements as of and for the year ended March 31, 2001.
2. The Audit Committee reviewed and discussed with the independent auditors
all communications required by generally accepted auditing standards, including
those contained in the Statement on Auditing Standards No. 61, "Communication
with Audit Committees," as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants.
3. The Audit Committee received and reviewed the written disclosures and
the letter from the independent auditors required by Independence Standard
No. 1, "Independence Discussion with Audit Committees," as amended, and have
discussed with the auditors the auditors' independence.
Based upon the above-mentioned review and discussion, the Audit Committee
recommended to the Board of Directors that it include the financial statements
referred to above in the Company's Form 10-K for the year ended March 31, 2001.
The Audit Committee:
David L. Stewart
Robert D. Bedilion
Donald W. Thomason
SECURITIES OWNERSHIP OF MANAGEMENT AND SIGNIFICANT SHAREHOLDERS
The following table contains information regarding ownership of the
Company's common stock by each director and nominee for election as a director,
each executive officer named in the tables under the caption Executive Compensa-
tion, and all directors and executive officers as a group. The content of this
table is based upon information supplied by the persons identified in the table
and represents the Company's understanding of circumstances in existence as of
March 31, 2001.
Amount and Nature of
Beneficial Ownership(1)
----------------------------------
Shares Shares Subject
Beneficially to Exercisable Percent of
Name of Beneficial Owner Owned Options(2) Class
- ------------------------ ------------ --------------- ----------
Walter J. Barkalow 10,816 10,500 *
Robert D. Bedilion 22,619 15,033 *
Daniel B. Canavan 943,670 43,000 20.8
Evan C. Harter 11,333 11,333 *
James F. Hettinger 24,119 16,333 *
A. Christian Schauer 524,167 489,667 11.5
David L. Stewart 174,866 16,333 3.8
Donald W. Thomason 4,999 4,999 *
Victor V. Valentine, Jr. 952,066 43,000 20.9
Michael E. Zaagman 33,957 33,000 *
All executive officers and
directors as a group (15
persons)(3) 2,773,720 731,198 61.0
*Less than one percent
(1) Unless otherwise noted, the persons named in the table have sole voting
and sole investment power or share voting and investment power with their
respective spouses.
(2) This column reflects shares subject to options exrecisable within 60 days,
and these shares are included in the column captioned "Shares Beneficially
Owned."
(3) Includes 50 shares held by an officer as custodian for his grandchild; the
officer disclaims beneficial ownership of those shares.
The Company does not know of any other person who beneficially owns more
than 5% of the Company's outstanding voting securities.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table contains information regarding compensation with
respect to the three preceding fiscal years of the Company's chief executive
officer and each of the four other most highly compensated executive officers
whose salary and bonus exceeded $100,000 (the "Named Executives"). This
information is reflected on an accrual basis for each fiscal year so that
bonuses relate to the year of performance, even though paid in the ensuing
fiscal year.
Long-Term
Annual Compensation Compensation
----------------------- ------------
Securities Underlying All Other
Executive Year Salary($) Bonus($) Options(#) Compensation($)(1)
- --------- ---- ----------- ---------- --------------------- ------------------
A. Christian Schauer(2) 2001 249,620 490,396 -0- 27,019
Chief Executive Officer 2000 210,577 116,620 490,000 16,053
Daniel B. Canavan 2001 192,642 107,312 -0- 22,295
Chairman of the Board 2000 196,300 76,080 20,000 16,149
1999 175,719 108 -0- 15,363
Victor V. Valentine, Jr. 2001 178,280 107,312 -0- 31,449
President 2000 175,754 113,780 20,000 21,976
1999 141,750 108 -0- 11,024
Walter J. Barkalow(3) 2001 122,840 65,536 -0- 12,209
Vice President 2000 119,869 28,175 15,000 7,873
Michael E. Zaagman 2001 121,835 67,612 -0- 12,018
Vice President 2000 120,185 30,518 15,000 9,160
1999 104,246 108 -0- 9,082
- -----------------------------------
(1) Represents the Company's contributions, including matching of voluntary
contributions by such person, under its 401(k) plan.
(2) Mr. Schauer joined the Company as Chief Executive Officer on May 25, 1999.
Mr. Schauer entered into a five year employment agreement with the Company
effective May 11, 1999. The Agreement provides for an annual base salary
of $250,000, subject to increase by the Board, and other standard executive
benefits. The Agreement includes a two-year non-compete and non-
solicitation covenant, as well as a severance obligation of not more than
one year if his employment is terminated without cause.
(3) Although Mr. Barkalow has been employed with Triple S Plastics, Inc. since
1995, he did not become an officer of the Company until fiscal year 2000.
Option Grants in Last Fiscal Year
No options were granted to the Named Executives during the 2001 fiscal
year.
Aggregated Option Exercises in Last Fiscal Year and Year-end Values
The following table contains information regarding the exercise of options
during the preceding fiscal year by the Named Executives, as well as unexercised
options held by them at fiscal year end:
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Shares Year End(#) Fiscal Year End ($)(2)
Acquired Value ---------------------- -----------------------
Executives on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------- ----------- ---------- ----------- ------------- ----------- -------------
A. Christian Schauer 7,586 160,000 489,667 13,333 617,110 -0-
Daniel B. Canavan -0- -0- 43,000 20,000 -0- -0-
Victor V. Valentine -0- -0- 43,000 20,000 -0- -0-
Walter J. Barkalow -0- -0- 18,500 8,000 -0- -0-
Michael E. Zaagman -0- -0- 33,000 15,000 -0- -0-
- -------------------------------------------
(1) The value realized upon the exercise of options is equal to the difference
between the market value of the shares of Common Stock acquired at the time
of exercise and the aggregate exercise price paid by the Named Executives
to the Company.
(2) The value of unexercised options is based on the difference between the
closing price of Common Stock of the Company on March 31, 2001 ($4.563)
and the exercise price of the options.
Report on Executive Compensation
The Company's executive compensation program falls under the jurisdiction
of the Compensation Committee of the Board of Directors, composed exclusively
of outside directors. The Committee is responsible for reviewing the cash and
non-cash compensation arrangements for all executive level management and
officers of the Company. The Committee is also responsible for administering
the Company's stock-based incentive plans.
The Company's executive compensation program is designed to attract,
motivate, and retain executive management personnel. In formulating and admin-
istering this program, the Company attempts to favorably position itself against
comparable employers, considering factors such as relative size, growth rate,
geographic location, and industry. Four components of the compensation program
- - base salary, short-term cash bonus, stock options, and benefits - are
available to the Committee in fashioning packages for individual executives.
Base salary for each executive is predicated on the individual executive's
level of responsibility, value they bring to the Company, and prevailing
competitive circumstances for executive talent. Base salaries for executives,
other than the Chief Executive Officer, are reviewed annually and adjusted where
appropriate based upon recommendations by the Chief Executive Officer and the
Vice President of Human Resources who present to the Compensation Committee the
recommended compensation program for the entire Company. The Company's bonus
programs are designed to positively impact the Company's annual earnings by
means of an annual cash payment to the Company's managers and is dependent on
the Company's profitability. The plan specifies a certain minimum earnings
level based on a minimum return on shareholders' equity. No bonuses accrue
unless that minimum is achieved.
The Option Plan was established early in 1994 in connection with the
initial public offering of the Company's common stock. The Option Plan was
adopted to provide stock-based incentive compensation that focuses on long-term
Company performance and to more closely align the interests of management with
the interests of public shareholders. It is also important in attracting and
retaining key personnel such as Mr. Albert C. Schauer. The base salary of the
Company's CEO, Mr. Schauer, is set by the terms of his employment agreement,
described above. His bonus payment of $490,396 for the last fiscal year was
based upon attainment of a certain minimum earnings level and attainment of
profit in excess of a minimum return on shareholders' equity.
The benefit program for each executive is determined by prevailing
competitive circumstances for executive talent. At the time of the annual base
salary review, the benefits package is also reviewed by the Compensation
Committee. The Chief Executive Officer and the Vice President of Human
Resources make recommendations to the Compensation Committee for their review
and approval.
Compensation Committee:
James F. Hettinger
Evan C. Harter
Stock Performance Graph
The following graph depicts the cumulative total return on the Company's
common stock compared to the cumulative total return for the NASDAQ composite
market (all U.S. companies) and a peer group of plastics-diversified companies
selected by the Company. The graph assumes an investment of $100 on
March 31,1996. Reinvestment of dividends is assumed in all cases.
Total Return to Stockholders
Total Return Analysis
Triple S Peer NASDAQ
Plastics Group Composite
------------ ----------- -------------
3/31/1996 $ 100.00 $ 100.00 $ 100.00
3/31/1997 $ 96.55 $ 128.58 $ 111.16
3/31/1998 $ 86.19 $ 202.50 $ 167.83
3/31/1999 $ 48.26 $ 185.08 $ 225.88
3/31/2000 $ 212.88 $ 317.67 $ 419.65
3/31/2001 $ 62.91 $ 160.03 $ 168.88
The companies included in the Company's peer group are as follows:
Atlantis Plastics, Inc. Deswell
Altrista Lund Int'l Holdings
Channell Commercial Corp. Spartech Corp.
The returns of each company included in the self-determined peer groups
are weighted according to each respective company's stock market capitalization.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation for
services as directors. For the fiscal year ended March 31, 2001, directors who
were not employees of the Company received a $2,000 annual retainer as well as
a director's fee of $1,000 for each Board meeting attended and $500 for each
committee meeting attended. For the fiscal year ended March 31, 2001, each
non-employee director received an option to acquire 10,000 shares of the
Company's common stock at the market price as of the date of the grant pursuant
to the Company's Outside Director Stock Option Plan (the "Director Plan").
Options have a term of 3 1/2 years, and are subject to annual vesting at the
rate of approximately one-third of the total shares subject to grant. Directors
are reimbursed for out-of-pocket expenses for meetings attended.
Beginning April 1, 2000, Mr. Evan C. Harter, an outside director of the
Company, agreed to assist the Company in pursuing strategic alternatives and
by providing various consulting services in return for $20,000 per month
compensation. During fiscal 2001, Mr. Harter received $240,000 in compensation
for services rendered.
MISCELLANEOUS
The Company has not adopted any long-term incentive plan or any defined
benefit or actuarial plan, as those terms are defined in the applicable
regulations promulgated by the Securities and Exchange Commission. Other than
with respect to Mr. Albert C. Schauer, the Company does not have any contracts
with its executive officers assuring them of continued employment, nor any
compensatory arrangements for executives linked to a change in control of the
Company.
Relationship With Independent Public Accountants
The financial statements of the Company for the fiscal year ended
March 31, 2001, have been audited by BDO Seidman, LLP, independent public
accountants, and the Board of Directors has selected BDO Seidman, LLP to serve
as the Company's independent accountants for the fiscal year ending
March 31, 2002. Representatives of BDO Seidman, LLP are expected to be present
at the Annual Meeting of Shareholders to respond to appropriate questions and
will have an opportunity to make a statement if they desire.
Principal Accounting Firm Fees
The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended March 31, 2001, by the Company's principal accounting
firm, BDO Seidman, LLP.
Audit Fees $ 87,500
Financial Information Systems
Design and Implementation Fees $ -0-
All Other Fees $ 345,000
Total Fees $ 432,500
The Audit Committee considered whether the provision of services described
above under "All Other Fees" is compatible with maintaining the principal
accountant's independence.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3, 4 and 5 furnished to the Company during or
with respect to the preceding fiscal year and written representations from
certain reporting persons, the Company is not aware of any failure by any
reporting person to make timely filings of those forms as required by
Section 16(a) of the Securities Exchange Act of 1934.
Shareholder Proposals - 2002 Annual Meeting
Shareholder Proposals intended to be presented at the next Annual Meeting
of the Shareholders of the Company must be received by the Company not later
than January 15, 2002, to be considered for inclusion in the Company's Proxy
Statement relating to that meeting. Shareholder proposals should be addressed
to the attention of the Secretary, 7940 Moorsbridge Road, Suite 200, Portage,
Michigan 49024. As of May 29, 2001, no proposals to be presented at the 2001
Annual Meeting have been received by the Company. If the Company receives
notice of a shareholder proposal after January 15, 2002, the persons named as
proxies for the 2002 Annual Meeting of Shareholders will have discretionary
voting authority to vote on that proposal at that meeting.
Miscellaneous
The Company's Annual Report to Shareholders including financial statements,
is being mailed to shareholders with this Proxy Statement.
Management is not aware of any matters to be presented for action at the
Annual Meeting other than as set forth in this Proxy Statement. If other
business should come before the meeting, the persons named as proxy holders in
the accompanying Proxy intend to vote the shares in accordance with their
judgment, and discretionary authority to do so is included in this Proxy.
By Order of the Board of Directors
May 29, 2001 Daniel B. Canavan
Portage, Michigan Secretary