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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:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
PLY GEM INDUSTRIES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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PRELIMINARY COPY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
[PLY GEM INDUSTRIES LETTERHEAD]
March 17, 1995
To our Stockholders:
It is our pleasure to invite you to the 1995 Annual Meeting of
Stockholders, which will be held on Friday, April 28, 1995, at 10:00 a.m., at
the First Union National Bank of Georgia, 699 Broad Street, Third Floor,
Augusta, Georgia. Our meeting has been scheduled to coincide with our plan to
honor Jack Smith, Chairman of our Hoover Treated Wood Products, Inc. subsidiary
on the occasion of the Fortieth Anniversary of the founding of Hoover.
Stockholders are invited to attend the ceremony which will take place after the
Annual Meeting.
I look forward to greeting you at the meeting at which time I plan to
report on the Company's current operations and its future prospects. At the
meeting, stockholders will be asked to consider and vote upon the election of
eight Directors and a proposal to amend the Company's Certificate of
Incorporation to increase the total unauthorized shares of the Company from
30,000,000 shares to 60,000,000 shares.
The formal Notice of Annual Meeting and the Proxy Statement follow. It is
important that your shares be represented and voted at the meeting, regardless
of the size of your holdings. Accordingly, please promptly mark, sign and date
the enclosed proxy and return it in the enclosed envelope to assure that your
shares will be represented. I would appreciate a response from you in order to
avoid repeat solicitations which involve additional avoidable expenses to the
Company.
I appreciate your interest in our Company.
Sincerely yours,
JEFFREY S. SILVERMAN
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PRELIMINARY COPY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PLY GEM INDUSTRIES, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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New York, New York
March 17, 1995
To the Stockholders of
PLY GEM INDUSTRIES, INC.:
The Annual Meeting of Stockholders of Ply Gem Industries, Inc. will be held
at the First Union National Bank of Georgia, 699 Broad Street, Third Floor,
Augusta, Georgia, on April 28, 1995 at 10:00 o'clock in the morning for the
following purposes:
(1) To elect directors to serve until the next annual meeting of
stockholders or until their successors are duly elected and qualified;
(2) To consider and vote on a proposal to amend the Certificate of
Incorporation of the Company to increase the total authorized shares of
Common Stock of the Company from 30,000,000 shares to 60,000,000 shares;
and
(3) To transact such other business as may properly come before the
meeting and any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 13, 1995 are
entitled to notice of and to vote at the meeting or any adjournment or
adjournments thereof.
Stockholders who do not expect to attend in person, but wish their stock to
be voted on matters to be presented to the meeting, are urged to sign, date and
return the enclosed proxy in the accompanying envelope to which no postage need
be affixed if mailed within the United States.
By Order of the Board of Directors,
CHARLES M. MODLIN
Secretary
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PRELIMINARY COPY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PLY GEM INDUSTRIES, INC.
777 THIRD AVENUE
NEW YORK, NEW YORK 10017
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PROXY STATEMENT
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This statement is furnished with respect to the solicitation of proxies by
the Board of Directors for the Annual Meeting of Stockholders of Ply Gem
Industries, Inc. (the "Company") to be held at 10:00 A.M. on April 28, 1995 or
at any adjournment or adjournments thereof, at the First Union National Bank of
Georgia, 699 Broad Street, Third Floor, Augusta, Georgia. The approximate date
on which the proxy statement and form of proxy was first sent or given to
stockholders was March 17, 1995.
Proxies in the accompanying form which are properly executed and duly
returned to the Board of Directors will be voted at the meeting. Any proxy may
be revoked by the stockholder at any time prior to its being voted.
The expense of the solicitation of proxies for the meeting, including the
cost of mailing, will be borne by the Company. In addition to mailing copies of
this material to stockholders, the Company may request persons, and reimburse
them for their expenses with respect thereto, who hold stock in their names or
custody or in the names of nominees for others to forward copies of such
material to those persons for whom they hold stock of the Company and to request
authority for the execution of the proxies. In addition to the solicitation of
proxies by mail, it is expected that some of the officers, directors, and
regular employees of the Company, without additional compensation, may solicit
proxies on behalf of the Board of Directors by telephone, telefax, and personal
interview. The Company has retained D.F. King & Co., Inc. to aid in the
solicitation of proxies, at an estimated cost of $8,000 plus reimbursement of
reasonable out-of-pocket expenses.
As of the close of business March 13, 1995, the date for determining the
stockholders of record entitled to notice of and to vote at the meeting or any
adjournment or adjournments thereof, there were issued and outstanding
shares of the Company's Common Stock, the holders thereof being entitled to one
vote per share.
ELECTION OF DIRECTORS
The persons named in the accompanying proxy intend to vote for the election
as directors the eight nominees listed herein. All of the nominees have
consented to serve if elected. All directors will be elected to hold office
until the next annual meeting of stockholders, and, in each case, each director
will serve until his successor is elected and qualified or until his earlier
resignation or removal. If a nominee should be unable to
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act as a director, the persons named in the proxy will vote for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. Each
of the nominees presently serves as a director.
Set forth below is biographical information for each of the nominees.
Unless otherwise indicated, each has served in the stated capacity with the
Company for the last five years.
Herbert P. Dooskin, age 53, joined the Company in 1986 as Executive Vice
President at which time he also became a Director.
Joseph M. Goldenberg, age 69, a co-founder of Goldenberg Group, Inc., a
wholly owned subsidiary of the Company, served as its Chairman from 1983 through
1994. He presently provides consulting services to Goldenberg Group, Inc. He has
been a Director of the Company since 1983.
David Gotterer, age 66, is a certified public accountant and Partner in the
New York City public accounting firm of Mason & Company. He has been a Director
of the Company since 1982. He is also a Director of GIANT GROUP, LTD. and
Rally's Hamburgers, Inc.
Monte R. Haymon, age 57, joined the Company as of January 3, 1994, at which
time he was named President and Chief Operating Officer and elected as a
Director. Prior to joining the Company, Mr. Haymon served as President and Chief
Executive Officer of Packaging Corp. of America, a $2 billion international
packaging products company.
Albert Hersh, age 79, a co-founder of the Company, has been a Director of
the Company since 1954. He presently provides consulting services to the
Company.
William Lilley III, age 47, became a director in October 1994. He is
President of Policy Communications, Inc., a business consulting firm based in
Washington, D.C.
Elihu H. Modlin, age 67, has been a Director of the Company since 1992 and
general counsel to the Company since 1960. He is a partner in the law firm of
Messrs. Elihu H. Modlin and Charles M. Modlin.
Jeffrey S. Silverman, age 49, joined the Company and became a Director in
1981. He has served as Chief Executive Officer of the Company since 1984 and
Chairman of the Board since 1985.
Shares represented by proxies solicited by the Board of Directors, will,
unless contrary instructions are given, be voted in favor of the election as
Directors of the nominees named above. If a stockholder wishes to withhold
authority to vote for any nominee, such stockholder can do so by following the
directions set forth on the form of proxy solicited by the Board of Directors or
on the ballot distributed at the Annual Meeting if such stockholder wishes to
vote in person. Directors shall be elected by an affirmative vote of the votes
of the shares of Common Stock present in person or represented by proxy at the
meeting.
During 1994, the Board of Directors held twelve meetings. Members of the
Compensation Committee and Audit Committee of the Board of Directors include
Messrs. Gotterer, Hersh and Modlin. The Compensation Committee makes
recommendations to the Board of Directors with respect to compensation to be
paid to the Company's principal executive officers. The Audit Committee reviews
the audit plan with the Company's independent accountants, the scope and results
of their audit and other related audit and accounting issues. The Board of
Directors as a whole functions as a nominating committee to propose nominees for
director to the Board of Directors. In accordance with the terms of an
employment agreement entered into with Mr. Haymon, the Chairman of the Board of
the Company has agreed to nominate and vote for Mr. Haymon as a member of the
Board of Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of March 13, 1995 by all stockholders known to
the Company to have been beneficial owners of more than five percent of its
Common Stock (February 28, 1995 with respect to The Prudential Insurance Company
of America), by each nominee for Director, by each of the executive officers
included in the Summary Compensation Table below, and all directors and
executive officers as a group.
AMOUNT
NAME OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED(1)(2) CLASS
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Jeffrey S. Silverman...............................................
Jeffrey S. Silverman, Herbert P. Dooskin and Paul Bogutsky as
trustees of the Ply Gem Industries, Inc. Group Pension and
Profit Sharing Trusts (the "Trusts")(3)..........................
Herbert P. Dooskin.................................................
Joseph M. Goldenberg...............................................
David Gotterer.....................................................
Monte R. Haymon....................................................
Albert Hersh.......................................................
William Lilley III.................................................
Donald Kruse.......................................................
Elihu H. Modlin....................................................
All Directors and Executive Officers as a group....................
The Prudential Insurance Company of America(4).....................
Prudential Plaza
Newark, NJ 07102-3777
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* Indicates holdings of less than 1%.
(1) Directly and indirectly. The inclusion of securities owned by others as
beneficially owned by the respective nominees and officers does not
constitute an admission that such securities are beneficially owned by them.
All of the named individuals have, except for unexercised options, voting
powers with respect to the aforesaid shares.
(2) Includes shares which may be acquired pursuant to existing stock options
which are exercisable through May 12, 1995 and restricted stock holdings.
(3) Represents shares owned of record by the Trusts.
(4) The Prudential Insurance Company of America has sole voting power for
shares, shared voting power for shares, sole dispositive
power for shares and shared dispositive power for
shares.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending December 31, 1992,
1993 and 1994, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid for those years, to the Company's
Chief Executive Officer and each of the four most highly compensated executive
officers of the Company and its subsidiaries at the end of 1994.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
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AWARDS
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RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND AWARD OPTIONS COMPENSA-
PRINCIPAL POSITION YEAR SALARY ($)(2) BONUS ($)(2) ($) (#) TION ($)(3)
- -------------------------------------- ---- ------------- ------------ ---------- ---------- -----------
Jeffrey S. Silverman(1)............... 1994 1,295,741 1,488,543(4) -- 750,000 14,088
Chairman of the Board 1993 1,873,625 2,963,540(4) -- 522,500 18,736
and Chief Executive Officer 1992 1,373,625 2,492,399(4) -- 335,000 19,411
of the Company.
Herbert P. Dooskin.................... 1994 404,750 225,000 -- 50,000 13,536
Executive Vice President 1993 404,750 225,000 -- 84,000 13,966
of the Company. 1992 379,750 175,000 -- 85,000 15,090
Joseph M. Goldenberg(5)............... 1994 417,150 15,000 -- 5,200 8,100
Chairman, Goldenberg Group, Inc. 1993 405,000 214,445 -- 9,000 11,066
a wholly-owned subsidiary 1992 385,000 -- -- 10,000 12,124
of the Company.
Monte R. Haymon(6).................... 1994 600,000 400,000 3,084,375(7) 400,000 9,036
President and Chief
Operating Officer
of the Company.
Donald Kruse.......................... 1994 171,000 272,375 -- 5,200 9,681
President, Sagebrush 1993 171,000 414,906 -- 9,000 18,294
Sales, Inc., a wholly- 1992 163,000 307,672 -- 8,000 19,353
owned subsidiary
of the Company.
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(1) During 1992 and 1993 Mr. Silverman also served as President of the Company.
During the three-year period reflected in the Summary Compensation Table
above, the Company's net income, exclusive of the 1994 nonrecurring charge,
increased at an average annual compound rate of approximately 62%. Mr.
Silverman's 1994 compensation was determined in accordance with the
provisions of an employment agreement entered into with the Company in 1986.
To reemphasize his commitment to the Company's future growth, to provide for
an increase in operating results and to enhance stockholder value, Mr.
Silverman voluntarily initiated a reduction of 25% of his 1994 salary to
which he was contractually entitled. Additionally, Mr. Silverman agreed that
his 1994 bonus of $1,331,000 and incentive compensation payment of $495,000
would not be paid. The Company agreed to provide additional incentive
compensation to enable him to increase his compensation by $913,000 (50% of
the 1994 bonus and incentive compensation not paid) in each of two of the
next four years if the Company's net income exceeds its historic high or if
the price of the Company's Common Stock exceeds its historic high. The
Company has also extended an interest bearing loan to Mr. Silverman in the
amount of $3,500,000. Principal payments of $250,000 are due on December 31
of each year. The entire remaining principal balance and accrued interest
are due and payable on December 31, 1998. See "Employment Contracts and
Termination of Employment and Change in Control Arrangements" below.
(2) Includes salary and bonus payable pursuant to employment agreements with
each of the named executives. A modification of Mr. Silverman's 1986
employment agreement with the Company became effective January 1, 1991.
Based upon the provisions of the 1986 employment agreement, Mr. Silverman
would have been entitled to additional payments of salary and bonus during
the years 1986-1990 of approximately $5,000,000 in excess of the salary and
bonus actually paid to him. In partial consideration for the modification to
his employment agreement, Mr. Silverman receives incentive compensation
payments of $495,000 per annum. These incentive compensation payments are
subject to Mr. Silverman's continued employment with the Company and to the
Company having net income at least equal to 75% of the net income of the
Company for the year ended December 31, 1990. They are also subject to
payment in full in the event of the death or disability of Mr. Silverman or
in the event of a change in control of the Company. Accordingly, with
respect to Mr. Silverman, bonus for each of 1992 and 1993 includes $495,000
in incentive compensation payments. See Note 1 above.
(3) "All Other Compensation" includes for each of the named executives (i) a
contribution in the amount of $10,500 in 1992, $9,400 in 1993 and $8,100 in
1994 made by the Company to the Ply Gem Industries Group Profit Sharing
Plan; (ii) the following life insurance premiums or economic benefit
calculated pursuant to P.S. -- 58 in 1992: Mr. Silverman -- $8,911; Mr.
Dooskin -- $4,590; Mr. Goldenberg -- $1,624; and, Mr. Kruse -- $8,853; (iii)
the following life insurance premiums or economic benefit calculated
pursuant to P.S. -- 58 in 1993: Mr. Silverman -- $9,336; Mr.
Dooskin -- $4,566; Mr. Goldenberg -- $1,666; and, Mr. Kruse -- $8,894; and
(iv) the following economic benefit calculated pursuant to P.S. -- 58 in
1994: Mr. Silverman -- $5,988; Mr. Dooskin -- $5,436; Mr. Haymon -- $936;
and, Mr. Kruse -- $1,581.
(4) No cash bonus was paid to Mr. Silverman in 1994. Includes $1,488,543 in
1994, $1,544,256 in 1993 and $1,393,399 in 1992 principal and accrued
interest waived in accordance with the terms of two promissory notes
delivered by Mr. Silverman to the Company, and $1,419,284 in 1993 and
$1,099,000 in 1992 cash bonuses. The loans evidenced by such promissory
notes were extended to Mr. Silverman in consideration
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of modifications to the employment agreement he entered into with the
Company in 1986. See Note 1 above and "Employment Contracts and Termination
of Employment and Change in Control Arrangements" below. One such promissory
note, in the principal amount of $5,900,000, bears interest at 7% per annum
and is repayable in annual installments of $590,000; the other, in the
principal amount of $3,500,000, bears interest at 7.3% per annum and is
repayable in annual installments of $350,000. The aforesaid repayment
installments and interest may be waived at the discretion of the Board of
Directors and is mandated in the event net income of the Company during the
year prior to the scheduled payments are at least 20% in excess of net
income for the year prior thereto. This performance standard was met during
1992, 1993 and 1994 and the principal installments and accrued interest due
on April 15, 1995 will be waived.
(5) Mr. Goldenberg retired as Chairman of Goldenberg Group, Inc. effective
December 31, 1994. He now provides consulting services to Goldenberg Group,
Inc.
(6) Mr. Haymon joined the Company as of January 3, 1994, at which time he was
named President and Chief Operating Officer.
(7) On January 3, 1994, Mr. Haymon was awarded 175,000 shares of restricted
stock which vest in four equal installments over the four year term of his
employment agreement, provided that a performance-based goal is achieved
during such period. The market value of the restricted stock on the award
date was $3,084,375 (computed based upon $17.625, the market price of the
Company's Common Stock on January 3, 1994). As of December 31, 1994, Mr.
Haymon's aggregate restricted stock holdings totalled 175,000 shares with a
value, based on the market price of the Company's Common Stock on December
31, 1994 ($19.125), of $3,346,875. As of December 31, 1994, Mr. Silverman's
aggregate restricted stock holdings totaled 200,000 shares with a value,
based on the market price of the Company's Common Stock on December 31, 1994
($19.125), of $3,825,000. Dividends are paid by the Company on such
restricted stock holdings.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options during 1994 under the Company's Executive Incentive Stock Option Plan,
1989 Employee Incentive Stock Plan and 1989 Senior Executive Stock Option Plan
to each of the Company's executives listed in the Summary Compensation Table
above.
The table also illustrates the Grant Date Present Value of those stock
options based upon the Black-Scholes Model of Valuation, without giving effect
to the non-transferability or vesting requirements of the options.
No matter what theoretical value is placed on a stock option on the date of
grant, its ultimate value will depend on the market value of the Company's
Common Stock at a future date. If the price of the Company's Common Stock
increases, all stockholders will benefit commensurately with the optionees. As
of March 13, 1995, there were shares of Common Stock outstanding. If
the Black-Scholes model valuation was equal to the stock price appreciation for
the option term for the options granted on November 7, 1994, the gain to all
stockholders as a group would be in excess of $ million.
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OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS GRANTED TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME (#)(1) IN FISCAL YEAR ($/SH)(2) DATE VALUE ($)(3)
- ---------------------------- --------------- --------------- ----------- ---------- ------------
Jeffrey S. Silverman........ 750,000(4)(5) 47.2 19.125 11/07/04
Herbert P. Dooskin.......... 50,000(4) 3.1 19.125 11/07/04
Joseph M. Goldenberg........ 5,200(6) .3 19.125 11/07/04
Monte R. Haymon............. 400,000(7) 25.2 17.75 1/03/04
Donald Kruse................ 5,200(6) .3 19.125 11/07/04
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(1) All options were granted at market value at the date of grant for a term of
ten years, subject to earlier termination in certain instances related to
termination of employment.
(2) The required tax withholding obligations related to exercise of certain
options may be paid by delivery of already owned shares or by offset of the
underlying shares, subject to certain conditions.
(3) The amounts shown assume a rate of return based on the Black-Scholes Model
of Valuation. The assumptions used were as follows: volatility -- %;
risk-free rate of return -- % as of January 3, 1994 for the options
granted on such date, % as of February 21, 1994 for the options granted on
such date and % as of November 7, 1994 for the options granted on such
date; dividend yield -- 1% based on stock prices of $ , $
and $ for the January 3, 1994 options, the February 21, 1994
options and the November 7, 1994 options, respectively, with an annual
dividend of $. ; and, assumed time of exercise -- 10 years. No
adjustments were made for non-transferability or risk-of-forfeiture. There
can be no assurance that the rate of appreciation assumed for purposes of
this table will be achieved. The stock options will have no value to the
executives named above or other optionees if the price of the Company's
Common Stock does not increase above the exercise price of the option.
(4) These options were exercisable on the date of grant, November 7, 1994.
(5) These nonqualified options were granted in accordance with a formula
included in Mr. Silverman's employment agreement entered into with the
Company in 1986 and are based upon increases and decreases in the Company's
net income.
(6) These options are exercisable one year following the date of grant, November
7, 1994.
(7) Of these options, 212,500 are currently exercisable, and the remainder
become exercisable on January 5, 2003, or earlier, with regards to 62,500
shares and 125,000 shares when the market value of a share of the Company's
Common Stock reaches or exceeds $26.625 and $35.50, respectively.
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OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the Company's
executives listed in the Summary Compensation Table above, concerning the
exercise of options during the last fiscal year and unexercised options held as
of the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON OPTIONS AT FY-END (#) AT FY-END ($)
EXERCISE VALUE ------------------------- -------------------------
NAME (#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------- ----------- ----------- ------------------------- -------------------------
Jeffrey S. Silverman..... 1,275,124(1) 21,644,515(2) 2,299,126/0 12,200,297/0
Herbert P. Dooskin....... 161,500(1) 2,489,989(2) 450,000/0 3,280,120/0
Joseph M. Goldenberg..... 22,500(1) 338,625(2) 34,500/5,200 290,314/0
Monte R. Haymon.......... -- -- 212,500/187,500 292,188/257,813
Donald Kruse............. 8,000(1) 73,000(2) 32,000/5,200 259,376/0
- ---------------
(1) None of the shares acquired upon exercise of options have been sold by the
subject individuals.
(2) None of the executives listed above have realized any value from the
exercise of the stock options inasmuch as they have not sold any of the
shares acquired upon exercise. The Company realized tax savings in 1994 of
$ as a result of such option exercises. "Value Realized" is
calculated in accordance with the Securities and Exchange Commission's rules
and regulations as the difference between the fair market value of the
Company's Common Stock on the date of exercise and the exercise price of the
options. The executives listed above will only "realize value" when they
sell the shares.
PENSION PLANS
The officers named above are covered by the Company's tax qualified Group
Pension Plan which provides pension benefits to certain employees not covered by
collective bargaining agreements.
Eligible employees retiring at age 65 with twenty or more years of service
are entitled to an annual pension benefit in an amount equal to their highest 5
year average compensation earned during the last 10 years of employment times
(1) 15% of said amount up to a social security integration level and (2) 30% of
said amount in excess of that level to a maximum of $100,000. The Group Pension
Plan recognizes total compensation to a maximum of $100,000 for each calendar
year for each employee. The benefits listed are not subject to any deduction for
Social Security or other offset amounts. All employees are fully vested after 5
years of service.
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The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Company's qualified Group
Pension Plan:
PENSION PLAN TABLE
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ----------------------------------------- ------- ------- ------- ------- -------
$100,000 or more......................... $17,910 $23,880 $23,880 $23,880 $23,880
Presently credited years of service for the officers named in the Summary
Compensation table above who participate in the Company's retirement program are
Herbert P. Dooskin -- eight years; Jeffrey S. Silverman -- twelve years; Joseph
M. Goldenberg -- six years; Donald Kruse -- six years; and Monte R.
Haymon -- one year. Messrs. Dooskin and Silverman have minimum benefits in
excess of those shown in the table attributable to their prior participation in
the Company's pension plan and a minimum benefit provision contained in the
Group Pension Plan which grandfathers the level of benefits in effect under the
terms of the plan on September 30, 1987. The annual excess for Messrs. Dooskin
and Silverman is $12,830 and $58,330, respectively.
DIRECTOR COMPENSATION
Each nonemployee Director receives compensation of $25,000 per year in
addition to $500 for each committee meeting attended. No fees are payable to
officers and employees of the Company who serve as Directors. During 1994,
Messrs. Gotterer, Hersh, Lilley and Modlin were each granted 5,000 options at an
exercise price of $19.125 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Hersh, a Director of the Company and a member of its Compensation
Committee, is a co-founder and former president of the Company. The Company has
entered into a consulting agreement with Mr. Hersh whereby he provides
consulting services to the Company. During 1994, the Company paid $123,000 to
Mr. Hersh for his consulting services and $ for professional services
rendered by the law firm in which Mr. Modlin, a Director of the Company and a
member of the Compensation Committee of the Board of Directors, is a partner.
Mr. Charles Modlin, Secretary of the Company, is also a partner in said law
firm. Mr. Gotterer, a Director of the Company, is also a member of the
Compensation Committee.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Company has employment agreements with Messrs. Dooskin, Kruse, Haymon
and Silverman, and a consulting agreement with Mr. Goldenberg. These agreements
provide for continued service in their present positions until February 9, 1998
with respect to Mr. Kruse, until April 15, 1998 with respect to Mr. Dooskin,
until December 31, 1997 with respect to Mr. Haymon, and until April 30, 2005
with respect to Mr. Silverman. The agreements with Messrs. Dooskin and Silverman
are automatically renewed on an annual basis unless otherwise terminated. Mr.
Goldenberg retired as Chairman of Goldenberg Group, Inc. effective December 31,
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1994 and now provides consulting services to the Company pursuant to an
agreement effective until December 31, 2001.
In the case of Mr. Kruse, annual compensation is determined by contractual
arrangement. In addition, Mr. Kruse receives a bonus based upon an established
performance criteria. In the case of Mr. Dooskin, increases in salary and bonus
are determined annually by the Board of Directors. In the case of Mr. Haymon,
increases in salary are determined by the Compensation Committee of the Board of
Directors, subject to minimum increases of 5% and bonuses are awarded pursuant
to the Company's Incentive Compensation Plan. A modification of the employment
agreement that Mr. Silverman entered into with the Company in 1986 became
effective January 1, 1991. Based upon the provisions of the 1986 employment
agreement, Mr. Silverman would have been entitled to additional payments of
salary and bonus during the years 1986-1990 of approximately $5,000,000 in
excess of the salary and bonus actually paid to him. The amended employment
agreement provides for increases in base salary each year of 10% or the cost of
living index, whichever is greater. Future bonus payments are determined by the
Board of Directors in accordance with certain specified criteria related to the
performance of the Company during the prior year and are subject a minimum of
$365,000 per annum and a maximum of $1.3 million, subject to adjustment. In
light of Mr. Silverman's substantial contributions to the Company and its
stockholders since joining the Company in 1982, and in consideration for the
modification of his employment agreement, the Company extended a loan to Mr.
Silverman in the amount of $5,900,000. Mr. Silverman has delivered a promissory
note to the Company bearing interest at 7% per annum repayable in annual
installments of $590,000. A further modification of Mr. Silverman's employment
agreement effective December 23, 1992 provided for, among other things, an
extension of the term of the agreement and an increase in base salary. In
consideration thereof, the Company extended a loan to Mr. Silverman of
$3,500,000 bearing interest at the rate of 7.3% per annum, repayable in annual
installments of $350,000. The aforesaid repayment installments and interest may
be waived at the discretion of the Board of Directors and waiver is mandated in
the event net income of the Company during the year prior to the scheduled
payments are at least 20% in excess of net income for the year prior thereto.
This performance standard was met during 1994 and the principal installments and
accrued interest due on April 15, 1995 will be waived. In December 1994, the
Company extended a loan to Mr. Silverman in the amount of $3,500,000. Principal
payments of $250,000 are due on December 31 of each year. The entire remaining
principal balance and accrued interest are due and payable on December 31, 1998.
Interest is calculated annually at the higher of a floating rate adjusted
annually based upon the average rate paid by the Company pursuant to its
principal bank credit agreement, or the applicable Federal rate (as defined in
the note) in effect for the subject period.
Certain of the agreements provide for continued payments in the event of
physical or mental incapacity. In the case of Mr. Silverman, these payments
continue for the balance of the employment term and thereafter for an
indeterminate period at a rate equal to 50% of salary and bonus received during
the last year prior to mental or physical incapacity, plus increases based upon
increases in the cost of living. The payments continue so long as such mental or
physical disability continues. In the case of Mr. Haymon, payments continue for
the balance of the employment term. In the event of Mr. Dooskin's physical or
mental disability such that he is unable to discharge his responsibilities, he
shall receive all payments of salary and bonus for a period of one year. With
respect to Mr. Kruse, payments amounting to one-half of his base salary
continues for six months.
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In the event of Mr. Silverman's death during the term of the agreement, his
estate would continue to receive salary and bonus payments during the balance of
the term. In the event of Mr. Dooskin's death, his estate would continue to
receive payments for one year.
The Company pays premiums on life insurance policies on Mr. Dooskin's life.
The policies have a death benefit of $5.1 Million. In the event of death during
the term of the Mr. Dooskin's employment agreement, the Company would receive
approximately $2.1 Million, consisting of the proceeds from a $1.5 Million term
life policy and the cash surrender value of a $3.6 Million universal life
policy. The Company's rights under the policies would cease if Mr. Dooskin would
no longer be an employee of the Company. The Company pays premiums on a life
insurance policy on Mr. Haymon's life. In the event of death during the term of
Mr. Haymon's employment agreement, the Company would receive approximately $10
Million. The life insurance policies maintained by the Company for Mr. Silverman
have a death benefit of $12.5 Million. With respect to Mr. Goldenberg, the
Company is obligated to maintain a life insurance policy or in the alternative
to otherwise provide that in the event of his death during the consulting term,
his estate or designee will receive a death benefit equal to two years
compensation. Life insurance in the principal amount of $800,000 is maintained
with respect to Mr. Kruse, $500,000 of the proceeds of which are payable to the
Company.
Messrs. Dooskin, Kruse and Goldenberg will receive severance pay in an
amount equal to 2.75 times average annual compensation plus 2.75 times the
difference between the market price and exercise price of any unexercised
incentive stock options in the event of a change in control of the Company in
accordance with the severance pay resolutions adopted by the Board of Directors.
Mr. Haymon will receive severance pay in an amount equal to 2.75 times his base
salary and bonus in the event of a change of control of the Company in
accordance with the provisions of his employment agreement.
The agreements with each of the aforementioned individuals provide for
non-competitive commitments during the term of the agreement and for periods
subsequent thereto.
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PERFORMANCE GRAPH
The following performance graphs assume $100 invested in Ply Gem
Industries, Inc. Common Stock, the American Stock Exchange Market Index and Dow
Jones Building Materials Index on December 31, 1989 for the Comparison of Five
Year Cumulative Total Return, and on December 31, 1993 for the Comparison of One
Year Cumulative Total Return. They also assume reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG PLY GEM INDUSTRIES, INC., AMERICAN STOCK EXCHANGE MARKET INDEX &
DOW JONES BUILDING MATERIALS INDEX FOR THE FIVE YEARS ENDED DECEMBER 31, 1994
AMERICAN DOW JONES
PLY GEM IN- STOCK EX- BUILDING
MEASUREMENT PERIOD DUSTRIES, CHANGE MAR- MATERIALS
(FISCAL YEAR COVERED) INC. KET INDEX INDEX
1989 100 100 100
1990 52 82 75
1991 86 105 101
1992 121 106 128
1993 166 126 157
1994 180 115 126
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COMPARISON OF ONE YEAR CUMULATIVE TOTAL RETURN
AMONG PLY GEM INDUSTRIES, INC., AMERICAN STOCK EXCHANGE MARKET INDEX &
DOW JONES BUILDING MATERIALS INDEX FOR THE YEAR ENDED DECEMBER 31, 1994
AMERICAN DOW JONES
PLY GEM IN- STOCK EX- BUILDING
MEASUREMENT PERIOD DUSTRIES, CHANGE MAR- MATERIALS
(FISCAL YEAR COVERED) INC. KET INDEX INDEX
1993 100 100 100
1994 108 91 80
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of David Gotterer, Albert Hersh and Elihu H. Modlin. The Committee is
charged with reviewing and approving compensation of the Company's senior
executives. The Company's executive compensation program consists of three main
components: base salary, potential for an annual bonus based on performance, and
the opportunity to earn stock-based incentives designed to encourage the
achievement of superior results over time and ownership of Common Stock of the
Company. The Stock Option Committee ("Stock Option Committee") of the Board of
Directors is charged with the responsibility of granting stock options and
restricted stock awards to executive employees. Messrs. David Gotterer and
Albert Hersh are the members of the Stock Option Committee.
The Company has previously entered into employment agreements with each of
the named executives covered in the Summary Compensation Table above, as well as
with certain other senior executives. The Employment Agreement with Donald Kruse
was initially entered into at the time of the acquisition of the business owned
and operated by such executive. In general, executives receive a base salary
with fixed annual increases according to the terms of their respective
employment agreements and are eligible to receive a bonus in accordance with
such contracts based on the performance of the Company or the subsidiary
employing the senior executive. Bonuses are calculated using as a sole criteria
a formula based on the operating income earned by the Company or the subsidiary,
as the case may be. Accordingly, the amount of such bonuses vary for each
executive depending on the operating income earned by the Company or their
respective subsidiary. Such compensation is not linked to the one year
cumulative total return set forth on the one year performance graph above. In
the case of Mr. Dooskin, increases in salary and bonus are determined annually
by the Board
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of Directors. In the case of Mr. Haymon, increases in salary are determined by
the Compensation Committee of the Board of Directors, subject to minimum
increases of 5% and bonuses are awarded pursuant to the Company's Incentive
Compensation Plan. The Compensation Committee adopted a policy effective January
1, 1994 with respect to all new executive employment arrangements to maintain
executive compensation within the deduction cap of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). Reference is made to
"Employment Contracts and Termination of Employment and Change in Control
Arrangements" above for a discussion of the Company's employment and other
agreement with its senior executives.
The Company's senior executives are eligible to receive stock options
and/or restricted stock in accordance with the Company's stock plans. The
objectives of such participation are to align executive and stockholder
long-term interests and to enable executives to develop and maintain a
significant, long-term stock ownership position in the Company. The Company's
Stock Option Committee has the responsibility of granting stock options and
restricted stock awards to executive and management employees. In granting stock
options, the Stock Option Committee takes into account Company performance,
subsidiary performance and individual performance. Company and subsidiary
performance is measured by increases in earnings and, to a lesser extent,
increases in sales, and individual performance is measured by the individual's
contributions to such enhanced performance. In the case of Mr. Silverman, the
non-qualified stock option grants awarded to him are based upon provisions in
the employment agreement he entered into with the Company in 1986 providing for
increase or decrease in the number of options to be granted each year in
proportion to the increase or decrease in net income. All of the stock options
granted to senior executives in 1994 were exempt from the deduction cap of
Section 162(m) of the Code in accordance with the regulations promulgated
thereunder.
The Chairman of the Board and Chief Executive Officer of the Company is
Jeffrey S. Silverman. Mr. Silverman's 1994 compensation was determined in
accordance with the provisions of an employment agreement entered into with the
Company in 1986. The base salary paid to him was paid in accordance with the
provisions of the employment agreement. A modification of Mr. Silverman's
employment agreement became effective January 1, 1991. Based upon the provisions
of the employment agreement previously in effect, Mr. Silverman would have been
entitled to additional payments of salary and bonus during the years 1986-1990
of approximately $5,000,000 in excess of the salary and bonus actually paid to
him. In light of Mr. Silverman's substantial contributions to the Company and
its stockholders since joining the Company in 1982, and in consideration for the
modification of his employment agreement, the Company extended a loan to Mr.
Silverman in the amount of $5,900,000. From the time Mr. Silverman joined the
Company, the Company's market capitalization increased from approximately $10
million to approximately $278 million as of December 31, 1994. Bonus payments
are determined in accordance with Mr. Silverman's employment agreement. Bonus
payments are based upon increases or decreases in net income as compared with
the prior year and are subject to a minimum of $365,000 per annum and a maximum
of $1.3 million, subject to adjustment. A further modification of Mr.
Silverman's employment agreement effective December 23, 1992 provided for, among
other things, an extension of the term of the agreement until 2003 and an
increase in base salary. In consideration for the modification and the
additional contributions made to the Company by Mr. Silverman, the Company
extended a loan to Mr. Silverman of $3,500,000. Repayment of principal and
interest for these loans may be waived at the discretion of the Board of
Directors and waiver is mandated in the event net income of the Company during
the year prior to the scheduled payments are at least 20% in
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excess of net income for the year prior thereto. This performance standard was
met during 1994 and the principal installments and accrued interest in an
aggregate amount of $1,488,543 due on April 15, 1995 will be waived. In further
consideration for the 1991 modification to his 1986 employment agreement, Mr.
Silverman receives an additional annual $495,000 bonus as an incentive
compensation payment. These payments are subject to Mr. Silverman's continued
employment and to the Company having net income at least equal to 75% of the net
income of the Company for the year ended December 31, 1990. To reemphasize
his commitment to the Company's future growth, to provide for an increase in
operating results and to enhance stockholder value, Mr. Silverman initiated a
reduction of 25% of his 1994 salary to which he was contractually entitled.
Additionally, Mr. Silverman agreed that his 1994 bonus of $1,331,000 and
incentive compensation payment of $495,000 would not be paid. The Company agreed
to provide additional incentive compensation to enable him to increase his
compensation by $913,000 (50% of the 1994 bonus and incentive compensation not
paid) in each of two of the next four years if the Company's net income
exceeds its historic high or if the price of the Company's Common Stock exceeds
its historic high. The Company also extended an interest bearing loan to Mr.
Silverman in the amount of $3,500,000. Principal payments of $250,000 are due on
December 31 of each year. The entire remaining principal balance and accrued
interest are due and payable on December 31, 1998. Interest is calculated
annually at the higher of a floating rate adjusted annually based upon the
average rate paid by the Company pursuant to its principal bank credit
agreement, or the applicable Federal rate (as defined in the note) in effect for
the subject period. In 1994 the Company also paid a life insurance premium of
$5,988 for Mr. Silverman and contributed $8,100 to his Group Profit Sharing Plan
account.
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
- ---------------------- ----------------------
David Gotterer David Gotterer
Albert Hersh Albert Hersh
Elihu H. Modlin
APPROVAL OF AN AMENDMENT TO ARTICLE THIRD OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
On March , 1995, the Board of Directors voted to propose and declare
advisable an amendment to Article Third of the Certificate of Incorporation
which would increase the total authorized shares of Common Stock of the Company
from 30,000,000 shares, par value $.25 per share, to 60,000,000 shares, par
value $.25 per share. No change would be made in the par value, voting rights,
preferences, qualifications, limitations or restrictions applicable to the
Common Stock of the Company, nor in any other provision of the Certificate of
Incorporation of the Company. The additional shares of Common Stock would be
available for issuance without further action or authorization by the
stockholders, unless such action is required by applicable law or the rules of
any stock exchange on which the Company's securities may then be listed.
As of March 13, 1995, there were issued and outstanding shares of
Common Stock. An additional unissued shares are reserved for issuance
upon exercise of option grants and, when applicable, for restricted stock, under
the Company's 1989 Senior Executive Stock Option Plan, 1987 Executive Stock
Option Plan, 1989 Employee Incentive Stock Plan, 1994 Employee Incentive Stock
Plan and certain grants of unqualified stock options. The Company has no
contracts or agreements relating to the issuance of any additional authorized
stock, but believes it desirable to have such stock available for
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possible future acquisitions, financing, stock dividends and similar purposes.
Under the Certificate of Incorporation, stockholders do not have pre-emptive
rights.
An increase in the number of authorized shares of Common Stock could enable
the Company's Board of Directors to take certain actions making it more
difficult to acquire control of the Company, even though stockholders of the
Company may deem such an acquisition to be desirable. Issuance of shares of
Common Stock could dilute the ownership interest and voting power of
stockholders of the Company who are seeking control of the Company. Shares of
Common Stock could be issued in a private placement to one or more persons or
organizations sympathetic to management and opposed to any unsolicited takeover
bid, or under other circumstances that could make more difficult, and thereby
discourage, unsolicited attempts to acquire control of the Company. Such
consequences could serve to perpetuate the Company's existing management. The
Board is not presently aware of any such unsolicited interest in acquiring the
Company.
A copy of the proposed amendment to Article Third of the Company's
Certificate of Incorporation will be available at the Annual Meeting of
Stockholders or may be obtained prior to the meeting upon request to the
Secretary of the Company. If the proposed amendment is approved by the
stockholders, a Certificate of Amendment of the Company's Certificate of
Incorporation will be filed as promptly as possible with the Secretary of State
of the State of Delaware.
The Board of Directors recommends that all stockholders vote FOR the
proposed increase in the number of authorized shares of Common Stock to
60,000,000 shares.
An affirmative vote of the holders of at least a majority of all
outstanding shares of Common Stock of the Company is required to approve the
amendment.
APPOINTMENT OF ACCOUNTANTS
The Board of Directors has selected Grant Thornton as the independent
public accountants who will make an examination of the accounts of the Company
for the year ending December 31, 1995. A representative from Grant Thornton is
expected to be present at the annual meeting to respond to appropriate questions
and to make a statement if that representative so desires.
PROPOSALS BY STOCKHOLDERS -- 1996 ANNUAL MEETING
All proposals by stockholders intended to be presented at the next annual
meeting of stockholders (to be held in April 1996) must be received by the
Company at its offices at 777 Third Avenue, New York, New York 10017, no later
than November 30, 1995 in order to be included in the proxy statement and form
of proxy relating to such meeting. All such proposals must comply with
applicable Securities and Exchange Commission rules and regulations.
OTHER BUSINESS
Management is not aware of any matters to be presented at the meeting other
than those set forth in this Proxy Statement. However, should any other business
properly come before the meeting, or any adjournment or adjournments thereof,
the enclosed proxy confers upon the persons entitled to vote the shares
represented
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by such Proxies, discretionary authority to vote the same in respect to any such
other business in accordance with their best judgment in the interest of the
Company.
MANAGEMENT UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES FILED THEREWITH. WRITTEN REQUEST FOR SUCH REPORT SHOULD BE ADDRESSED
TO PAUL BOGUTSKY, TREASURER, PLY GEM INDUSTRIES, INC., 777 THIRD AVENUE, NEW
YORK, NEW YORK 10017.
The form of proxy solicited by the Board of Directors affords stockholders
the ability to specify a choice among approval of, disapproval of, or abstention
with respect to each matter to be acted upon at the Annual Meeting. Shares
represented by the proxy will be voted and, where the solicited stockholder
indicates a choice on the form of proxy with respect to any matter to be acted
upon, the shares will be voted as specified. Abstentions and broker non-votes
will not have the effect of votes in opposition to a Director or "against" the
other proposal to be considered at the Annual Meeting.
Stockholders are urged to sign the enclosed proxy, solicited on behalf of
the Board of Directors, and return it at once in the envelope enclosed for that
purpose. Unless a contrary direction is indicated, Proxies will be voted for the
election as directors of the nominees listed in this Proxy Statement and for the
other proposal contained in this Proxy Statement. The Proxy does not affect the
right to vote in person at the meeting and may be revoked by the stockholder who
executed it any time prior to its being voted.
By Order of the Board of Directors
CHARLES M. MODLIN
Secretary
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF PLY GEM INDUSTRIES, INC.
PROXY-ANNUAL MEETING OF STOCKHOLDERS, APRIL 28, 1995
THE UNDERSIGNED HEREBY APPOINTS JEFFREY S. SILVERMAN, HERBERT P. DOOSKIN AND
ELIHU H. MODLIN, AND EACH OF THEM, PROXIES AND ATTORNEYS-IN-FACT OF THE
UNDERSIGNED, WITH THE POWER TO APPOINT HIS SUBSTITUTE, AND HEREBY AUTHORIZES
THEM TO REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL THE SHARES OF COMMON
STOCK OF PLY GEM INDUSTRIES, INC. HELD OF RECORD BY THE UNDERSIGNED ON MARCH 13,
1995 AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 1995 OR ANY
ADJOURNMENT THEREOF.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
P
R
O
X
Y
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
WITHHOLD
FOR all nominees AUTHORITY
1. Election of Directors-- listed below to vote for all
Herbert P. Dooskin, (except as marked nominees
Joseph Goldenberg, to the contrary) listed below
David Gotterer,
Monte R. Haymon, / / / /
Albert Hersh,
William lilley III,
Elihu H. Modlin and
Jeffrey S. Silverman.
INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominees name in the blank space below.
FOR AGAINST ABSTAIN
2. Approval of a proposal to amend
the Certificate of Incorporation of / / / / / /
the Company to increase the total
authorized shares to 60,000,000.
In their discretion, the Proxies
are authorized to vote upon such
other business as may properly
come before the meeting.
Date , 1995
---------------
- -------------------------------------------------------------------------
Signature of Stockholder(s)
Please sign exactly as your name or names appear to the left hereof. When shares
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS "1" AND "2" ABOVE.