REYNOLDS, SMITH AND HILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, JULY 30, 2002
To the Shareholders of
Reynolds, Smith and Hills, Inc.
The Annual Meeting of Shareholders of Reynolds, Smith and Hills, Inc. will
be held at the offices of the Company at 4651 Salisbury Road, Suite 400,
Jacksonville, Florida, 32256 on Tuesday, July 30, 2002 at 9:00 a.m., local time,
for the following purposes:
1. To elect seven Directors to serve until next year's Annual
Meeting of Shareholders and until their successors are elected
and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the 2003 fiscal year;
and
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
Shareholders of record at the close of business on June 25, 2002 will be
entitled to vote at the meeting.
By Order of the Board of Directors,
/s/David K. Robertson
Secretary
Jacksonville, Florida
June 25, 2002
Whether or not you plan to attend the meeting, please execute and promptly
return the enclosed proxy in the envelope provided.
REYNOLDS, SMITH AND HILLS, INC.
4651 Salisbury Road, Suite 400
Jacksonville, Florida 32256
PROXY STATEMENT
This proxy statement and the accompanying form of proxy are being furnished
to shareholders in connection with the solicitation of proxies by the Board of
Directors of Reynolds, Smith and Hills, Inc. (the "Company") for use at its
Annual Meeting of Shareholders to be held on Tuesday, July 30, 2002. This proxy
statement and accompanying form of proxy will be sent to the Company's
shareholders on or about June 25, 2002.
The shares represented by your proxy will be voted in accordance with your
directions if the proxy is properly signed and returned to us before the
meeting. Your proxy may be revoked by written request that is received by the
Secretary of the Company before the Annual Meeting. If you are attending the
Annual Meeting, you may revoke your proxy at the meeting by voting in person.
The cost of soliciting proxies will be paid by the Company and is expected
to be nominal. Officers and other employees of the Company may solicit proxies
personally or by telephone in certain instances in an effort to have a larger
representation at the meeting.
Shareholders of record at the close of business on June 25, 2002 will be
entitled to vote. On that date there were 481,672 outstanding shares of Common
Stock. Each share of Common Stock is entitled to one vote. Shares of Common
Stock allocated to the account of a participant in the Company's 401(k) Plan
will be voted by the trustee in accordance with the participant's voting
instructions. For each proposal to be considered at the Annual Meeting, the
holders of a majority of the outstanding shares of stock entitled to vote on
such matter at the meeting, present in person or by proxy, shall constitute a
quorum.
Proxies solicited hereby will be voted FOR each of the following proposals,
and in accordance with the discretion of the named proxies on other matters
properly brought before the Annual Meeting, unless a vote against a proposal or
abstention is specifically indicated.
PROPOSAL I.
ELECTION OF DIRECTORS
Directors are elected to serve until the Annual Meeting of Shareholders in
2003. The Board of Directors has no reason to expect that any of the following
nominees will be unable to stand for election, but in the event a vacancy among
the original nominees occurs prior to the Annual Meeting, the proxies will be
voted for a substitute nominee or nominees named by the Board of Directors and
for the remaining nominees.
The By-Laws of the Company provide that the Board of Directors shall be
comprised of at least one and not more than fifteen persons, as determined by
the Board of Directors. The Board has fixed the number of directors at seven.
2
The seven nominees who receive the greatest number of votes cast for the
election of directors at the meeting shall become directors at the conclusion of
the tabulation of votes. Abstentions, broker non-votes and withheld votes are
not counted in determining the number of votes cast for any nominee for
director.
Certain information concerning each nominee for director of the Company,
including their principal occupations for the past five or more years, is set
forth below:
Leerie T. Jenkins, Jr. Principal positions are Chairman of the Board and
Chief Executive Officer of the Company, which he has held since 1990. He holds a
Masters and Bachelors degree in Landscape Architecture from the University of
Michigan and University of Georgia, respectively. Age 53.
David K. Robertson. Principal positions are Chief Operating Officer, which
he has held since June 1999, Secretary, Treasurer, and Director of the Company,
which he has held since 1990. From 1990 to 1999, Mr. Robertson also held the
position of Chief Financial Officer. He graduated from Florida State University
with a degree in Business. Age 50.
J. Ronald Ratliff. Principal positions are Executive Vice President, to
which he was appointed in June 1999, and Director of the Company, which he has
held since June 1990. From 1990 to 1999, Mr. Ratliff served as Senior Vice
President of the Company. He holds a Masters degree in Urban and Regional
Planning, and Bachelors degrees in Geology and Urban and Regional Planning from
the University of South Florida. Age 53.
Darold F. Cole. Principal positions are Senior Vice President and Director
of the Company, which he has held since 1990. He graduated from Kansas State
University with a degree in Electrical Engineering. Age 60.
R. Ray Goode. Director of the Company since 1998. His principal occupation
is Vice President of Public Affairs of Ryder System, Inc. which he has held
since 1993. Prior to joining Ryder, Mr. Goode served as president and chief
executive officer of We Will Rebuild, a non-profit agency established to rebuild
Greater Miami in the aftermath of Hurricane Andrew. He graduated from
Pennsylvania State University with a Master of Public Administration degree. He
also holds a Bachelor of Arts degree in political science and English from the
University of Charleston, West Virginia. Age 65.
James W. Apthorp. Director of the Company since 1999. His principal
occupation, to which he was appointed in 2000, is Director of the Collins Center
for Public Policy at Florida State University in Tallahassee, FL. From 1997 to
1999 he was Chairman Emeritus of Atlantic Gulf Communities, a real estate
development firm. From 1992 to 1997 he held the position of Chairman of Atlantic
Gulf Communities. In these two positions, Mr. Apthorp represented that company
in public settings and consulted with senior management on all major corporate
issues. He graduated from Florida State University with a Bachelor of Science in
Government. Age 63.
3
Farris E. (Eddie) Carpenter, Jr. His principal occupation is an independent
financial consultant. Mr. Carpenter retired from Walt Disney Attractions in 1999
where he served as Chief Financial Officer from 1992. He joined Walt Disney
World in 1971. He graduated from the University of South Florida with a B.A.
degree in Accounting. Age 53.
The Board of Directors recommends a vote FOR the nominees set forth above.
OTHER INFORMATION
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of June 25, 2002, certain information
with respect to beneficial ownership of the Company's Common Stock by: (1) each
director and nominee for director, (2) each named executive officer, (3) any
person beneficially owning more than 5%, and (4) all of the directors and
executive officers of the Company as a group. Except as noted below, the Company
believes that each of the persons listed has sole investment and voting power
with respect to the shares included in the table.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, which deem a person to beneficially own any
shares the person has or shares voting or dispositive power over and any
additional shares obtainable within 60 days through the exercise of options,
warrants or other purchase rights. Shares of Common Stock subject to options,
warrants or other rights to purchase which are currently exercisable or are
exercisable within 60 days are deemed outstanding for purposes of computing the
percentage ownership of the persons holding such options, warrants or other
rights, but are not deemed outstanding for purposes of computing the percentage
ownership of any other person.
4
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
---- ------------------ ------------------
Leerie T. Jenkins, Jr (a)(b)(1) 79,400 16.3%
David K. Robertson (a)(b)(1) 34,700 7.2%
Kenneth R. Jacobson (a)(1) 3,700 .8%
Darold F. Cole (a)(b)(2) 30,000 6.2%
J. Ronald Ratliff (a)(b)(1) 41,900 8.6%
R. Ray Goode 300 .1%
James W. Apthorp 300 .1%
Joseph J. Hartnett (3) 24,000 5.0%
Henry C. Luke, Jr (4) 24,700 5.1%
Directors and Executive
Officers as a Group (7 persons) 190,300 38.3%
(a) Includes shares which may be purchased upon exercise of options which
are exercisable as of June 25, 2002 or become exercisable within 60
days thereafter, for the following individuals; Mr. Jenkins - 5,600;
Mr. Robertson - 3,400; Mr. Jacobson - 800; Mr. Cole - 2,900; Mr.
Ratliff - 3,100; all executive officers, directors, and beneficial
owners as a group - 15,800.
(b) Participants in the Company's 401(k) plan may elect to have any portion
of their plan balance invested in the Company's common stock. The
participant has both voting and dispositive control of such shares
which are held for the benefit of such participant by INVESCO
Retirement Plan Services, Inc., as trustee. The number of shares shown
includes shares held in the 401(k) plan as follows: Mr. Jenkins -
18,100; Mr. Robertson - 7,600; Mr. Cole - 8,200; Mr. Ratliff - 8,100;
all executive officers, directors, and beneficial owners as a group
42,000.
(1) 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256
(2) 2235 N. Courtenay Pkwy, Suite C, Merritt Island, FL 32953
(3) 2700 S. Courtenay Pkwy, Merritt Island, FL 32952
(4) 345 Greencastle Drive, Jacksonville, FL 32225
Certain Relationships and Related Transactions
The Company has outstanding notes receivable from ten officers, totaling
$58,000. The group of officers includes the following executive officers: Leerie
T. Jenkins, Jr., David K. Robertson, Darold F. Cole, and J. Ronald Ratliff. The
loans, with interest at 8.5% per year, mature through 2006. Principal and
interest are paid biweekly.
5
Meetings of the Board of Directors and Committees
The Board of Directors held five meetings during fiscal year 2002. All of
the Directors attended at least 75% of the meetings of the Board of Directors
and the committees of the Board of which they were members.
The Board of Directors has delegated certain functions to the following
standing committees of the Board:
The Compensation Committee is responsible for setting and administering
executive officers' salaries and the annual bonus and long-term incentive plans
that govern the compensation paid to all senior managers of the Company. The
Compensation Committee is composed of Messrs. Apthorp and Goode and held two
meetings during fiscal year 2002.
The Audit Committee's functions are to recommend for appointment by the
Board of Directors a firm of independent certified public accountants to act as
auditors for the Company and to meet with the auditors to review the scope,
preparation and results of the Company's audits, the Company's internal
accounting and financial controls and to consider such other matters relating to
the financial reporting process and safeguarding of the Company's assets as it
may consider appropriate. During fiscal year 2002, the Audit Committee met once
and was composed of Messrs. Apthorp and Goode, each of whom is independent as
defined in Section 121(A) of the American Stock Exchange listing standards.
The Benefits Committee's functions are to review and make findings, reports
and recommendations to the Board of Directors regarding matters relative to
benefits plans, packages and/or programs for the Company's officers and
employees. The Benefits Committee held two meetings during fiscal year 2002 and
is composed of Messrs. Cole, Ratliff, and Robertson.
The Nominating Committee's functions are to review and make recommendations
to the Board of Directors regarding the composition of the Board of Directors of
the Company. The Nominating Committee normally expects to be able to identify
from its own resources the names of qualified nominees, but it will accept from
shareholders recommendations of individuals to be considered as nominees. Any
such recommendations in connection with the 2003 Annual Meeting of Shareholders
should be submitted in writing to the Company, Attention: Corporate Secretary,
no later than February 21, 2003. The Nominating Committee did not hold any
meetings during fiscal year 2002 and is composed of Mr. Jenkins.
6
Directors Compensation
Non-employee directors receive an $8,000 annual fee and 300 shares of
common stock of the Company for their service on the Board, plus $1,000 for each
Board meeting attended and $500 for each telephonic meeting attended.
Non-employee directors who serve on a board committee receive $500 per committee
meeting attended, and the committee chairman receives an additional $250 per
meeting. Officers of the Company do not receive any additional compensation for
serving as members of the Board or any of its committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who
beneficially own more than 10% of the Company's registered equity securities to
file with the Securities and Exchange Commission various forms reporting
information regarding their beneficial ownership. To the best of the Company's
knowledge, based on review of the copies of such forms furnished to the Company,
and written representations that no other forms were required, all required
Section 16(a) reports were timely filed in fiscal year 2002.
7
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth, for the Company's last three fiscal years
the compensation paid to the Chief Executive Officer and the four other most
highly compensated executive officers of the Company (the "named executive
officers") who earned more than $100,000 in the current fiscal year in all
capacities in which they serve.
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------
OTHER
NAME ANNUAL SECURITIES ALL OTHER
AND COMPEN- UNDERLYING COMPEN-
PRINCIPAL SALARY BONUS SATION OPTIONS/ SATION
POSITION YEAR ($) ($) (1)($) SARs (#) (2)($)
- ------------------------------------ ---- ------ ----- ------- ---------- ----------
Leerie T. Jenkins, Jr. Chairman of 2002 336,000 161,000 1,900 --- 8,200
the Board and CEO 2001 296,000 140,000 --- --- 7,400
2000 250,000 50,000 --- 1,100 6,200
David K. Robertson, COO, Executive 2002 245,000 96,000 2,300 --- 6,400
Vice President, Secretary, 2001 214,000 83,000 --- --- 5,700
Treasurer, and Director 2000 180,000 30,000 --- 1,000 4,600
Kenneth R. Jacobson, CFO, 2002 198,000 69,000 700 --- 5,400
Executive Vice President, and 2001 173,000 20,000 --- --- 3,100
General Counsel (hired Dec. 1999) 2000 45,000 15,000 --- 2,000 800
Darold F. Cole, Senior Vice 2002 143,000 34,000 --- --- 8,500
President and Director 2001 124,000 29,000 --- --- 7,600
2000 115,000 6,000 --- 1,000 6,300
J. Ronald Ratliff, Exec. Vice 2002 203,000 72,000 2,700 --- 7,900
President and Director 2001 176,000 64,000 --- --- 5,400
2000 157,000 23,000 --- 1,000 3,900
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Value of tax preparation and financial planning services provided.
(2) For 2002 includes: (a) the Company's matching contribution to the
401(k) Plan which is applicable to all Plan participants (Mr. Jenkins
$5,500; Mr. Robertson $4,800; Mr. Jacobson $5,400; Mr. Cole $3,700; Mr.
Ratliff $5,500) and (b) premiums paid for supplemental term life
insurance policies in which the Beneficiary is named by the individual
(Mr. Jenkins $2,700; Mr. Robertson $1,600; Mr. Cole $4,800; Mr. Ratliff
$2,400).
</FN>
8
Option Exercises and Fiscal Year-End Values
There were no options exercised by the named executive officers during the
last fiscal year. The following table sets forth information with respect to the
unexercised options held by the named executive officers as of the end of fiscal
year March 31, 2002.
AGGREGATED OPTIONS/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR END OPTIONS/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR END (#) YEAR END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE (1)
- -------------------------------------- ---------------------------- -------------------------------
Leerie T. Jenkins, Jr. 5,200/ 400 $28,000/$ 700
David K. Robertson 2,600/1,200 17,300/ 6,100
Kenneth R. Jacobson 800/1,200 2,800/ 4,200
Darold F. Cole 2,200/1,100 14,100/ 5,300
J. Ronald Ratliff 2,400/1,100 15,600/ 5,700
- ----------
<FN>
(1) Represents the excess of the fair market value of the Common Stock of
$18.50 per share (the value determined in June of 2002 based on the
financial statements for the year ended March 31, 2002) above the
exercise price of the options.
</FN>
9
Performance Graph
The graph below is a comparison of the Company's cumulative stockholder
returns on an indexed basis with the S&P 500 stock index and an industry peer
group over the period from April 1, 1997 to March 31, 2002.
COMPARISON FROM APRIL 1, 1997
TO MARCH 31, 2002 OF CUMULATIVE TOTAL SHAREHOLDER RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP
[GRAPHIC OMITTED]
- -----------------------------------------------------------------------------
3/97 3/98 3/99 3/00 3/01 3/02
- -----------------------------------------------------------------------------
RS&H $100 $104 $107 $107 $121 $132
- -----------------------------------------------------------------------------
S&P 500 $100 $146 $170 $198 $153 $141
- -----------------------------------------------------------------------------
PEER FY '02 $100 $136 $160 $127 $224 $206
- -----------------------------------------------------------------------------
PEER FY '01 $100 $136 $159 $129 $231 N/A
- -----------------------------------------------------------------------------
* Assumes a reinvestment of dividends and a $100 initial investment on
April 1, 1997 in the Company, S&P 500 Index, and the Peer Group.
* For the year ended March 31, 2002 the members of the peer group are
Michael Baker Corp., Jacobs Engineering Group, Inc. and URS Corp. (Peer
FY "02). The "Peer FY "01" group includes Michael Baker Corp., Jacobs
Engineering Group, Inc., and STV Group, Inc. The Company adopted a new
peer group in fiscal 2002 as a result of mergers and acquisitions among
members of the prior peer group. The members of the peer group were
selected based on their similarity in business to the Company.
* The Company's common stock is not presently traded on any public stock
exchange or other public market. In constructing the performance graph,
the Company used the appraised value of the common stock determined for
purposes of setting the price at which the Company's stock will be sold
to and traded within the Company's 401(k) plan. The appraised value of
the stock was determined by an independent valuation firm based on the
current year's financial statements. All purchases and trades within
the Company's 401(k) plan after receipt of a new appraisal are made at
the new appraisal value. The appraisal value does not necessarily
represent the price at which a shareholder could sell shares of the
Company's stock.
10
COMPENSATION COMMITTEE REPORT
The Compensation Committee is composed of two non-employee directors. The
committee is responsible for setting and administering executive officer
salaries and the annual bonus and long-term incentive plans that govern the
compensation paid to all officers of the Company. The following report
represents the actions of the committee regarding compensation paid to the
executive officers during fiscal year 2002.
The Company's compensation programs are designed to link executives'
compensation to the performance of the Company and provide competitive
compensation for executives. The compensation plan consists of annual incentive
awards, long-term incentive awards, and equity-based incentives. Annual
incentive awards are granted based on current year corporate financial
performance and individual performance. Long-term incentive awards are based on
the Company's long-term profitability and return on capital. Equity-based
compensation is used to build shareholder value and motivate executive behavior
over the long-term. These types of compensation aid in attracting and retaining
the executive talent needed to ensure the continued success of the Company.
The compensation plan for the executives of the Company is comprised of two
elements: (1) an annual component, i.e. base salary and annual bonus, and (2) a
long-term component, i.e. long-term incentives, stock options and grants. The
policies regarding each of these elements, as well as the basis for determining
the compensation of Mr. Jenkins, the Chairman of the Board of Directors and
Chief Executive Officer, are described below.
(1) Annual Component: Base Salary and Annual Bonus
Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it to other executive officer
positions in the local marketplace and similar positions in competitive
architectural, engineering, planning and environmental services firms of similar
size. These salaries are reviewed annually and are adjusted based on the
Company's performance and the individual's contribution to that performance.
The Management Annual Incentive Compensation Plan links compensation to the
performance of the Company. A percentage of pre-tax profits is allocated to the
bonus fund and the total of all participants' awards is generally limited to the
fund amount. Bonuses are distributed in cash.
(2) Long-Term Component: Long-term Incentive Plan, Stock Options and Shares
To align executive officers' interests with those of the shareholders, the
long-term component relates compensation to the value of the Company's common
stock. The Long-term Incentive Plan links a compensation component to the
Company's profitability over a three-year period funding an award pool with 50%
of the Company's pre-tax earnings which are in excess of a threshold reasonable
rate of return for its shareholders. Awards are distributed in cash (50%) and
stock (50%). The Compensation Committee determines the number of shares subject
11
to grant and option, including vesting, duration and other terms and conditions.
Stock options are exercisable up to ten years from the grant date. Such stock
options provide incentive for the creation of shareholder value over the
long-term, since the full benefit of the compensation package cannot be realized
unless appreciation in the price of Company's common stock occurs over a
specified number of years.
The details regarding specific provisions of annual and long-term
compensation components described above apply to certain senior managers of the
Company including the named executive officers.
Chief Executive Officer Compensation
During fiscal year 2002, the Company's most highly compensated officer was
Leerie T. Jenkins, Jr., Chairman of the Board and CEO. Mr. Jenkins' performance
was reviewed by the committee as it related to the annual and long-term
component of his compensation.
Both the annual and long-term components are based in part on the Company's
financial performance, realizing business development goals and overall
corporate growth for the fiscal years involved. Base pay for Mr. Jenkins
increased approximately 14% during fiscal year 2002. Mr. Jenkins also received a
$161,000 cash bonus.
The committee has concluded that Mr. Jenkins' performance warrants the
compensation for fiscal year 2002 as reflected in the Summary Compensation
Table.
The Compensation Committee
--------------------------
R. Ray Goode, Chairman
James W. Apthorp
12
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of two
independent directors and operates under a written charter adopted by the Board
of Directors.
Management is responsible for the Company's internal controls, financial
reporting process and compliance with the laws and regulations and ethical
business standards. The independent accountants are responsible for performing
an independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. The Audit Committee has reviewed and
discussed the financial statements with management and the independent
accountants. The Audit Committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit committees).
The Company's independent accountants also provided to the Audit Committee
the written disclosures and letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent accountants that firm's independence.
Based upon the review and discussions described in this report, the Audit
Committee recommended that the Board of Directors include the audited financial
statements in the Company's Annual Report on Form 10-K for the year ended March
31, 2002 filed with the Securities and Exchange Commission.
The Audit Committee
-------------------
James W. Apthorp, Chairman
R. Ray Goode
13
PROPOSAL II.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending March 31, 2003, subject to
ratification by the shareholders. Deloitte & Touche LLP has audited the
Company's financial statements since 1990. Representatives of Deloitte & Touche
LLP are expected to be present at the Annual Meeting with the opportunity to
make a statement if they so desire and to respond to appropriate questions from
shareholders. The affirmative vote of the holders of a majority of votes cast on
this matter is required to ratify the selection of Deloitte & Touche LLP.
Abstentions and broker non-votes will have no effect on the outcome of this
proposal.
Deloitte & Touche LLP billed the Company $122,000 during fiscal year 2002. Of
this amount, $78,000 was for audit and audit-related services. The balance was
for tax and acquisition related services. No services were rendered for
financial information systems design and implementation.
The Board recommends a vote FOR ratification of the selection of Deloitte &
Touche LLP.
PROPOSAL III.
OTHER BUSINESS
The Company does not know of any business to be presented at the meeting
other than as set forth above. However, if any other business is properly
brought before the meeting, it is intended that the holders of proxies solicited
hereby will vote in accordance with their judgement on such matters.
Shareholder Proposals for Next Annual Meeting
Any shareholder proposal intended to be included in the Company's proxy
statement for the 2003 Annual Meeting of Shareholders should be sent to the
Company, Attention: Corporate Secretary, and must be received no later than
February 21, 2003. For any proposal that is not submitted for inclusion in next
year's Proxy Statement, but is instead sought to be presented directly at the
2003 Annual Meeting of Shareholders, management will be able to vote proxies
solicited by the Board of Directors in its discretion if the Company: (1)
receives notice of the proposal before the close of business on May 7, 2003, and
advises shareholders in the 2003 Proxy Statement about the nature of the matter
and how management intends to vote on such matter, or (2) does not receive
notice of the proposal prior to the close of business on May 7, 2003.
14
Annual Report on Form 10-K
On or about June 25, 2002, the Company's 2002 Annual Report on Form 10-K
for the fiscal year ended March 31, 2002 was mailed to all shareholders of
record at the close of business on June 25, 2002.
*****************************************
15
REYNOLDS, SMITH AND HILLS, INC.
Common Stock Proxy
This Proxy Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders to be held Tuesday, July 30, 2002
The undersigned hereby appoints Leerie T. Jenkins, Jr. and David K. Robertson,
jointly and severally, proxies, with full power of substitution and with
discretionary authority, to represent and to vote, in accordance with the
instructions set forth below, all shares of Common Stock of Reynolds, Smith and
Hills, Inc. held of record by the undersigned on June 25, 2002 at the Annual
Meeting of Shareholders and any adjournment thereof. The meeting will be held at
the offices of the Company at 4651 Salisbury Rd., Suite 400, Jacksonville,
Florida, 32256 on Tuesday, July 30, 2002 at 9:00 a.m., local time.
1. Election of seven Directors to serve until the 2003 Annual Meeting of
Shareholders and until their successors are elected and qualified.
________ For all nominees listed below (except as marked to the
contrary below).
________ Withhold authority to vote for all nominees listed below.
Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
L. Jenkins; D. Robertson; D. Cole; R. Ratliff; R. Goode; J. Apthorp;
E. Carpenter
2. Proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the fiscal year
ending March 31, 2003.
_____________For _____________Against _____________Abstain
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted "FOR"
the election of the director nominees named above and "FOR" Item 2.
Please sign below. When shares are held by joint tenants, both should sign.
Signature______________________________________Date_______________
Signature______________________________________Date_______________
When signing as Attorney, Administrator, Guardian or Trustee please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership name, please sign by authorized
person.