SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to "240.14a-12
TOTAL CONTAINMENT, 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)(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:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[TOTAL CONTAINMENT LOGO - OMITTED]
April 11, 2001
Dear Shareholder:
The Annual Meeting of Shareholders of Total Containment, Inc. will be held
on Friday, May 11, 2001, at 11:00 A.M., Eastern Time. The Annual Meeting will be
held at the Company's offices located at 422 Business Center, A130 North Drive,
Oaks, Pennsylvania 19456.
The matters to be acted on at the Annual Meeting are: (a) the election of
two Class I directors, and (b) the ratification of the appointment by the Board
of Directors of TCI of Grant Thornton LLP as TCI's independent auditors for
2001. These matters are described in the enclosed Notice of Annual Meeting of
Shareholders and Proxy Statement.
Thank you for your interest in TCI. I look forward to seeing you at the
Annual Meeting.
Sincerely,
/s/PIERRE DESJARDINS
------------------------------------
Pierre Desjardins,
Chairman of the Board
PLEASE SIGN AND DATE YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE.
[TOTAL CONTAINMENT LOGO - OMITTED]
422 Business Center
A130 North Drive
P.O. Box 939
Oaks, Pennsylvania 19456
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2001
------------------------------
To the Shareholders of Total Containment, Inc.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
the holders of common stock, $0.01 par value (the "Common Stock"), of Total
Containment, Inc. (the "Company") will be held at the Company's offices located
at 422 Business Center, A130 North Drive, Oaks, Pennsylvania 19456 on Friday,
May 11, 2001, at 11:00 A.M., Eastern Time:
1. To elect two Class I directors to hold office until the 2004 Annual
Meeting of Shareholders and until their successors shall have been elected
and qualified (Matter No. 1);
2. To ratify the appointment by the Company's Board of Directors of
Grant Thornton LLP as the Company's independent auditors for the fiscal
year ending December 31, 2001 (Matter No. 2); and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
Holders of record of issued and outstanding shares of Common Stock at the
close of business on February 23, 2001, are entitled to notice of, and to vote
at, the Annual Meeting. Such shareholders may vote in person or by proxy. The
stock transfer books of the Company will not be closed.
The Board of Directors of the Company cordially invites you to attend the
Annual Meeting. Whether or not you are personally present, your shares should be
represented at the Annual Meeting. Accordingly, please sign and return your
proxy in the enclosed envelope.
By Order of the Board of Directors,
/s/JEFFREY A. BOEHMER
------------------------------------
Jeffrey A. Boehmer, Secretary
Dated: April 11, 2001
Oaks, Pennsylvania
SHAREHOLDERS ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
IN THE ACCOMPANYING ENVELOPE. THE PROXY IS REVOCABLE AT ANY TIME BY A WRITTEN
INSTRUMENT, INCLUDING A LATER DATED PROXY, SIGNED IN THE SAME MANNER AS THE
PROXY AND RECEIVED BY THE SECRETARY OF THE COMPANY AT OR BEFORE THE ANNUAL
MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR
PROXY BY VOTING IN PERSON.
TOTAL CONTAINMENT, INC.
422 Business Center
A130 North Drive
P.O. Box 939
Oaks, Pennsylvania 19456
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PROXY STATEMENT
FOR ANNUAL MEETING
-------------------
GENERAL
INTRODUCTION
Total Containment, Inc. (the "Company") is a Pennsylvania business
corporation headquartered at 422 Business Center, A130 North Drive, Oaks,
Pennsylvania 19456.
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be used at the Annual
Meeting (the "Annual Meeting") of holders of Common Stock, $0.01 par value (the
"Common Stock"), of the Company to be held at the Company's offices located at
422 Business Center, A130 North Drive, Oaks, Pennsylvania 19456 on Friday, May
11, 2001, at 11:00 A.M., Eastern Time, and at any adjournment or adjournments
thereof. The approximate date upon which this Proxy Statement and the
accompanying proxy were first sent, given or otherwise made available to
shareholders was April 11, 2001. In addition to the use of the mails, proxies
may be solicited by personal interview and telephone by directors, officers and
employees of the Company and its subsidiaries. The Company will pay all costs of
soliciting proxies.
VOTING SECURITIES
Holders of record of the Common Stock at the close of business on February
23, 2001 (the "Record Date") are entitled to notice of, and to vote at, the
Annual Meeting.
At the Annual Meeting, each shareholder is entitled to one vote for each
share of the Common Stock registered in the shareholder's name as of the Record
Date. On the Record Date, there were 4,672,600 shares of the Common Stock
outstanding and, accordingly, holders of the Common Stock are entitled to cast a
total of 4,672,600 votes at the Annual Meeting. Holders of the Common Stock are
not entitled to cumulate votes for the election of directors.
Of the 4,672,600 shares of Common Stock outstanding, 2,649,000 shares,
representing 56.69% of the issued and outstanding shares of Common Stock, are
indirectly, beneficially owned by Mr. Marcel Dutil, director of the Company. Mr.
Dutil has informed the Board that he intends to cause all of the 2,649,000
shares of Common Stock of the Company to be voted "FOR" the election of the
nominees of the Board of Directors of the Company ("Matter No. 1") and "FOR" the
ratification of the appointment of Grant Thornton LLP as the Company's
independent auditors for 2001 ("Matter No. 2").
If the enclosed form of proxy is appropriately marked, signed and returned
in time to be voted at the Annual Meeting, the shares represented by the proxy
will be voted in accordance with the instructions marked thereon. Signed proxies
not marked to the contrary will be voted "FOR" Matter No. 1 and "FOR" Matter No.
2. Signed proxies will be voted "FOR" or "AGAINST" each other matter which
properly comes before the Annual Meeting or any adjournment or adjournments
thereof, at the discretion of the persons named as proxyholders as provided in
the rules of the Securities and Exchange Commission, including with respect to
any matter of which the Company did not receive notice by February 14, 2001.
1
With respect to the election of directors (Matter No. 1), each shareholder
may cast such holder's votes "FOR" all the nominees or may "WITHHOLD AUTHORITY"
to vote for all or for any individual nominee. Votes which are withheld will not
be counted for purposes of the election of directors, but will be counted as
present for purposes of determining the existence of a quorum.
With respect to the ratification of the appointment of auditors (Matter No.
2), each shareholder may cast all of such holder's votes "FOR" or "AGAINST" such
proposal, or may "ABSTAIN" from voting. Abstentions will be counted as present
for purposes of determining the existence of a quorum. However, because the
ratification of auditors requires the affirmative vote of a majority of shares
present, in person or by proxy, and entitled to vote, abstentions will have the
effect of a negative vote.
Under applicable Pennsylvania law, broker non-votes will be counted as
present for purposes of determining whether a quorum exists at the Annual
Meeting, but a broker non-vote with respect to Matters No. 1 or 2 will not be
counted as present for purposes of such Matters and, as a result, will have no
effect on the outcome of such Matters.
RIGHT OF REVOCATION
Any shareholder giving a proxy has the power to revoke it by a written
instrument, including a later dated proxy, signed in the same manner as the
proxy and received by the Secretary of the Company prior to its exercise. Any
shareholder attending the Annual Meeting may also revoke his proxy by voting in
person at the Annual Meeting.
QUORUM
Under the Company's Bylaws, holders of a majority of the shares entitled to
vote at the Annual Meeting must be present, in person or by proxy, to constitute
a quorum for the transaction of business at the Annual Meeting. Marcel Dutil, a
director of the Company, has informed the Board that the 2,649,000 shares of
Common Stock he indirectly, beneficially owns will be present, in person or by
proxy, at the Annual Meeting so that a quorum will be present.
PRINCIPAL SHAREHOLDERS
The following table sets forth information, as of the Record Date, as to
beneficial owners, either directly or indirectly, of 5% or more of the
outstanding shares of the Common Stock.
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------- --------- -----
Marcel Dutil(1)............................... 2,649,000(2)(3) 56.69%
270 Chemin du Tremblay
Boucherville, Quebec
J43 5X9
- -----------
(1) Marcel Dutil is a director of the Company.
(2) These shares are indirectly, beneficially owned by Mr. Dutil. Mr. Dutil
possesses sole voting and investment power with respect to these shares.
(3) Information in the table is based upon information filed by Mr. Dutil with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, and representations made by Mr. Dutil to the Company.
Because Mr. Dutil beneficially owns a majority of the outstanding shares of
Common Stock, Mr. Dutil will be able to elect the nominees of the Board of
Directors as Class I directors, and ratify the appointment of Grant Thornton LLP
regardless of how other shareholders of the Company may vote at the Annual
Meeting.
2
MATTER NO. 1
ELECTION OF DIRECTORS
GENERAL
The Company's Articles of Incorporation provide that the number of
directors shall consist of not less than one nor more than twenty-five members,
as fixed by the Board of Directors from time to time. The Articles also divide
the Board into three classes, which under applicable law, must be, in terms of
the number of directors in each class, as nearly equal as possible.
The Company's Board of Directors is divided into the following three
classes: Class I Directors, whose term expires in 2001 at the Annual Meeting
and, if and when elected at the Annual meeting, whose term will expire in 2004;
Class II Directors whose term expires in 2002; and Class III directors whose
term expires in 2003. The directors in each Class serve terms of three years
each until their successors are elected and qualified.
The Board of Directors has unanimously nominated Mr. Paul Gobeil and Ms.
Nycol Pageau-Goyette for election as Class I directors. Mr. Paul Gobeil and Ms.
Nycol Pageau-Goyette are presently directors of the Company.
The two nominees who receive the highest number of votes at the Annual
Meeting will be elected as Class I directors. Shares represented by properly
executed proxies will be voted for the two Class I nominees listed below unless
otherwise specified on a shareholder's proxy card. Any shareholder who wishes to
withhold authority from the proxyholders to vote for the election of directors,
or to withhold authority to vote for any individual nominee, may do so by
marking the proxy to that effect. Shareholders cannot cumulate votes for the
election of directors. No proxy may be voted for a greater number of persons
than the number of nominees named.
Each of the nominees has consented to being named in this Proxy Statement
and to serve if elected. If any of the nominees becomes unable to accept the
nomination or election, the proxyholders may exercise their voting power in
favor of such other person or persons as the Board of Directors may recommend.
The Company, however, has no present reason to believe that any nominee listed
below will be unable to serve as a director, if elected.
NOMINEES FOR ELECTION AS DIRECTOR AND CONTINUING DIRECTORS
The following tables set forth, as to each of the nominees for election as
Class I directors and as to each of the continuing Class II and Class III
directors, his or her age and the period during which he or she has served as a
director of the Company.
DIRECTOR
NAME AGE SINCE
---- --- --------
NOMINEES FOR ELECTION IN 2001 AS CLASS I
DIRECTORS TO SERVE UNTIL 2004
Paul Gobeil............................................................. 59 1994
Nycol Pageau-Goyette.................................................... 57 1994
CONTINUING CLASS II DIRECTORS TO SERVE UNTIL 2002
Pierre Desjardins....................................................... 59 1996
Marcel Dutil............................................................ 58 1990
Bernard Gouin........................................................... 48 1996
CONTINUING CLASS III DIRECTORS TO SERVE UNTIL 2003
Jean-Claude Arpin......,,,.............................................. 54 1994
Marc Guindon............................................................ 57 1990
John R. Wright Jr. ..................................................... 40 1999
3
The principal occupation and business experience during the last five years
of each nominee for election as a director of the Company and of each continuing
director of the Company is as follows:
Jean-Claude Arpin. From 1988 to 1999, Mr. Arpin served as a Vice President
of Royal Bank Capital Corporation, a wholly owned subsidiary of the Royal Bank
of Canada. From November 1999 to September 2000, Mr. Arpin served as Managing
Director of Royal Bank Ventures, Inc., also a wholly owned subsidiary of Royal
Bank of Canada. Mr. Arpin is now acting as a consultant to Royal Bank Capital
Partners.
Pierre Desjardins. Since April 1997, Mr. Desjardins has served as Chairman
of the Board of the Company, and from September 1996 to December 2000, Mr.
Desjardins served as Chief Executive Officer of the Company. During the period
from September 1996 through September 1999, Mr. Desjardins also served as
President of the Company. From 1990 to 1994, he was President and Chief
Executive Officer of Domtar, Inc., a publicly owned Canadian pulp and paper
corporation. He is currently a director of Uni-Select Inc., a publicly owned,
Canadian company engaged in the distribution of parts and systems for motor
vehicles and is a consultant for The Canam Manac Group, Inc., a publicly owned
Canadian industrial corporation engaged in the manufacture of construction steel
components and trailers in Canada, the United States, France and Mexico. He also
is a Director of TouchTunes Music Corporation, a publicly owned company
providing music-on-demand digital jukeboxes.
Marcel Dutil. Since 1973, Mr. Dutil has been Chairman of the Board,
President, and Chief Executive Officer of The Canam Manac Group, Inc. Mr. Dutil
serves as a director of The National Bank of Canada, The Jean Coutu Group (PJC)
Inc., and Leroux Steel Inc., all of which are publicly owned Canadian
corporations.
Paul Gobeil. Since October 1990, Mr. Gobeil has served as Vice Chairman of
the Board of Directors of Metro Inc., a publicly owned Canadian food corporation
and is currently Chairman of the Board of Directors of BridgePoint International
Inc., a publicly owned Canadian services provider for the Telecom Industry. From
December 1989 through September 1993, Mr. Gobeil served as Chairman of the Board
of Royal Trust Company, a trust corporation. He also served as Chairman of the
Board of Domtar Inc., a publicly owned Canadian pulp and paper corporation, from
April 1993 through October 1994. Mr. Gobeil is currently a director of The Canam
Manac Group, Inc., DiagnoCure Inc., a biotechnology company, nStein Technology
Inc., and the National Bank of Canada, all of which are publicly owned Canadian
corporations.
Bernard Gouin. Since February 1997, Mr. Gouin has been Chief Financial
Officer of The Canam Manac Group, Inc. From 1994 to early 1997, he was President
of Belgo Corporation, a distributor of electricity-saving products and a
provider of financial management services. From 1992 to 1994, he served as
Executive Vice President of Canam Steel Corporation, a manufacturer of
construction steel components and the American subsidiary of The Canam Manac
Group, Inc.
Nycol Pageau-Goyette. Since 1977, Ms. Pageau-Goyette has served as
President and Chief Executive Officer of Pageau-Goyette Associates, a management
company she founded. She was also Chairperson of the Board and Chief Executive
Officer until November 2000 of Aeroport de Montreal (the local airport authority
of Montreal, Canada). Ms. Pageau-Goyette serves as a director of Stella Jones
Inc. and LGS Inc., which are publicly owned Canadian companies.
Marc Guindon. Mr. Guindon is a co-founder of the Company and formerly
served as Chairman of the Board from 1990 to 1996, and currently as a director
of the Company since 1990, and as Chief Executive Officer from May 1993 to
September 1996. From 1985 to 1991, Mr. Guindon served as President and Chief
Executive Officer of a privately held Canadian corporation which, until February
13, 1996, held a majority of the Common Stock of the Company.
John R. Wright, Jr.. Mr. Wright joined the Company in June 1997 as Vice
President Operations. In December 1998, he became Vice President of Marketing
and Engineering. In October 1999, he became President and Chief Operating
Officer and was elected to the Board of Directors of the Company. In December
2000, he was elected Chief Executive Officer for the Company. From 1982 to 1997,
Mr. Wright was Director of Materials Management
4
for Lukens, a specialty steel manufacturer. Prior responsibilities at Lukens
included corporate planning, manager, and various sales positions.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the number of shares
of Common Stock held as of the Record Date by each nominee for director, each
present director, each executive officer named in the compensation table set
forth elsewhere herein, and all directors and executive officers as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-------------------------------------------
TOTAL SOLE VOTING SHARED VOTING PERCENT
BENEFICIAL OR DISPOSITIVE OR DISPOSITIVE OF
NAME OF BENEFICIAL OWNER OWNERSHIP POWER POWER CLASS(1)
- ------------------------ --------- ----------- ----------- --------
Jean-Claude Arpin .................................... 5,000 5,000 -- --
Pierre Desjardins .................................... 71,000 70,000 1,000(2) 1.52%
Marcel Dutil (3)...................................... 2,649,000 2,649,000 -- 56.69%
Nycol Pageau-Goyette (4).............................. 200 200 -- --
Paul Gobeil (4)....................................... 20,000 20,000 -- --
Bernard Gouin......................................... -- -- -- --
Marc Guindon ......................................... -- -- -- --
John R. Wright, Jr. (5)............................... 65,000 65,000 --
1.38%
Other Named Executive Officers
Jeffrey Boehmer(6).................................... 72,000 72,000 -- 1.52%
-- --
-- --
All directors and named executive officers
as a group (11persons)............................. 2,882,200 2,881,200 1,000 60.18%
- -----------
(1) Unless otherwise indicated, amount owned does not exceed 1% of the total
number of shares of Common Stock outstanding as of the Record Date.
(2) Includes 1,000 shares of Common Stock owned by Mr. Desjardins' spouse with
respect to which Mr. Desjardins disclaims beneficial ownership.
(3) Includes 2,649,000 shares of Common Stock indirectly, beneficially owned by
Marcel Dutil. Mr. Dutil possesses sole voting and investment control with
respect to such shares.
(4) Indicates a nominee for election as a Class I director at the Annual
Meeting.
(5) Includes 45,000 shares which may be acquired by Mr. Wright upon the
exercise of options granted under the Company's 1994 Stock Compensation
Plan (the "1994 Plan") which are vested and presently exercisable or
exercisable within 60 days after the Record Date. Does not include 155,000
shares which may be acquired by Mr. Wright in the future in connection with
options granted under the 1994 Plan which are not vested and are not
exercisable within 60 days after the Record Date.
(6) Includes 72,000 shares which may be acquired by Mr. Boehmer upon the
exercise of options granted under the 1994 Plan which are vested and
presently exercisable or exercisable within 60 days after the Record Date.
Does not include 8,000 shares which may be acquired by Mr. Boehmer in the
future in connection with options granted under the 1994 Plan which are not
vested and are not exercisable within 60 days after the Record Date.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has a standing Audit Committee and
Compensation Committee. The entire Board of Directors of the Company assumes the
role of a nominating committee. Pursuant to the Company's Bylaws, the Board of
Directors is authorized to create such other permanent or temporary committees
as it deems necessary. The Chief Executive Officer of the Company is an
ex-officio member of all committees of the Board of Directors.
5
The Audit Committee serves as the principal liaison among the Board of
Directors, the Company's independent accountants and the Company's internal
staff in connection with the Company's audit function. In addition, the Audit
Committee makes recommendations to the Board of Directors concerning the
selection of independent accountants to audit the books and accounts of the
Company and the performance of nonaudit services. The present members of the
Audit Committee are Messrs., Gobeil, Gouin, and Guindon. The Audit Committee met
four times during 2000.
The Compensation Committee makes recommendations to the Board of Directors
with respect to compensation of members of the Company's executive staff. The
members of the Compensation Committee are Messrs. Arpin, Dutil, and Gobeil. The
Compensation Committee met two times during 2000.
BOARD MEETINGS
During 2000, the Board of Directors held five regular meetings. All members
of the Board attended each of the regular meetings, except for one member who
was not present at one meeting, and all members attended all meetings of
committees of which he or she is a member.
COMPENSATION PAID TO DIRECTORS
Directors of the Company who are not executive officers of the Company are
paid a quarterly retainer of $2,500 plus $500 per Board meeting attended. In
addition, outside directors receive $250 for each regular committee meeting they
attend.
The Company maintains a directors' and officers' liability insurance policy
with National Union Fire Insurance Company of Pittsburgh, Pennsylvania. The
policy covers all directors, officers and employees of the Company and its
subsidiaries for liability, loss, damage and expense which they may incur in
their capacities as such (subject to certain exclusions and exceptions), at a
premium cost to the Company, as of the date of the Annual Meeting, of
approximately $85,000 per year.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
ROLE OF THE COMPENSATION COMMITTEE
The role of the Compensation Committee of the Board of Directors of the
Company is to establish the compensation philosophy of the Company and monitor
compensation plans and amounts for conformity with the philosophy.
The Compensation Committee's role includes establishing company-wide
compensation and benefits plans, reviewing and adopting the Chief Executive
Officer's (the "CEO") recommendations for compensation for executive and other
senior officers, and reviewing and determining the compensation for the CEO.
The Compensation Committee generally meets once a year. All actions of the
Compensation Committee are reported to the full Board of Directors for
ratification. The CEO is a member of the Compensation Committee but does not
vote on any matters impacting the CEO's compensation or employment status.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive officer compensation program is predicated on a
pay-for-performance philosophy, and as such, a substantial part of the
executives' compensation is performance-based. Within this framework, the total
compensation program must enable the Company to attract, retain, motivate, and
reward executive officers who are critical to the success of the Company.
Total compensation for executive officers at the Company is a mixture of
non-variable elements such as salary and benefits and variable elements such as
short-term and long-term incentives. Total compensation can vary from
6
year to year given the Company's considerable emphasis on the incentive
compensation programs. Therefore, total compensation for executive officers at
the Company is contingent on incentive plans which are themselves tied to the
Company's financial performance.
The Revenue Reconciliation Act of 1993 imposes a limit of $1,000,000 on
annual compensation to certain executives or the corporation loses the ability
to deduct compensation in excess of such amount, subject to certain exceptions.
The Compensation Committee did not specifically design the Company's
compensation program for 2000 to meet the requirements of the Act because the
Compensation Committee does not believe that compensation payable to any
executive officer during 2000 will result in any loss of deduction to the
Company.
SPECIFIC EXECUTIVE COMPENSATION PROGRAMS
In connection with setting executive compensation, the Compensation
Committee reviews (a) the compensation paid to the executive in the preceding
year against the executive officer's performance as outlined by the CEO and the
President of the Company, (b) the results of operations of the Company for the
year against the projected results of operations of the Company for the period,
and (c) any other factor which the Committee deems relevant, in any applicable
year, in assessing the performance of an executive (the "Compensation
Criteria").
The components of total compensation at the Company include salary,
short-term and long-term incentives, benefits and perquisites. Set forth below
is a discussion of each of these components.
SALARY
Salary serves as the foundation for the Company's total compensation
program. Salaries have been established for all positions including executive
officers. Salaries are based on competitive pay practices and on the Company's
assessment of the importance of the position. Certain executive officers have
entered into employment agreements with the Company which provide for the
payment of a pre-established base salary that is subject to an annual review by
the entire Board for the purpose of considering possible increases in such
salaries. See "Employment Contracts, Termination of Employment and
Change-in-Control Arrangements" herein. Salary adjustments for all positions are
considered at the beginning of each calendar year and are based on the
Compensation Criteria.
INCENTIVE PLANS
The Company awards cash bonuses to its executive officers as its short-term
incentive plan. The cash bonus plan for executive officers is designed to reward
the accomplishment of specific annual financial objectives. Awards, in the form
of cash compensation, are made to plan participants based upon the Company's
pre-tax income and discretionary objectives. Under the cash bonus plan, each
executive officer is entitled to receive a cash bonus in an amount ranging from
zero to 18.75% of base salary and could be as high as 37.5% for exceptional
results if the Company earned a pre-determined target amount of pre-tax income
(the "Target Income") for the year ended December 31, 2000 as well as zero to
12.5% of base salary earned by meeting certain discretionary objectives. In
addition, executive officers are entitled to receive an aggregate cash bonus in
an amount equal to 15% of pre-tax income in excess of a predetermined income
level.
The Company uses a stock compensation plan as its long-term incentive plan.
The purpose of this plan is to motivate and reward long-term performance defined
as the creation of shareholder value and the achievement of consistent,
long-term return on equity goals.
The stock option plan relates a significant portion of executive
compensation to increases in shareholder value. The plan promotes increased
ownership of Common Stock by executives, as well as providing significant
compensation when shares are sold at a price in excess of the exercise price.
All grants under the option plan are made at fair market value as of the
date of grant. The number of options granted to each executive officer is based
on the Compensation Criteria and on the potential long-term value of any options
granted and the total number of options to be granted in any year as a
percentage of total shares outstanding.
7
BENEFITS AND PERQUISITES
The Company's executives participate in the same benefit program as applies
to all employees of the Company. There are no additional insurance programs or
welfare benefits for executives. Any perquisites for executives are
business-related and are intended to allow the executive to operate in as
efficient a manner as possible.
SUMMARY
The Compensation Committee believes that the Company's overall executive
compensation program has performed well in attracting, retaining and rewarding
executives.
COMPENSATION COMMITTEE
Marcel Dutil, Chairman
Jean-Claude Arpin
Paul Gobeil
8
EXECUTIVE COMPENSATION
The following table sets forth information for the years ended December 31,
2000, 1999 and 1998, concerning compensation for services in all capacities
awarded to, earned by or paid to (i) each person who served as chief executive
officer of the Company, and (ii) the other executive officers of the Company who
earned more than $100,000 during 2000 (collectively, the "Named Executives").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- -------------
SECURITIES ALL
UNDERLYING OTHER
NAME AND PRINCIPAL SALARY BONUS OPTIONS/ COMPENSATION
POSITION YEAR ($) ($)(1) SARS(2) ($)
-------- ---- -------- -------- ------------- ------------
Pierre Desjardins............... 2000 $100,000 -- -- N/A
Chairman of the Board (3) 1999 250,000 -- -- N/A
1998 300,000 $180,000 -- N/A
John R. Wright, Jr.............. 2000 $175,000 -- 75,000 N/A
President and Chief 1999 147,250 -- 75,000 N/A
Executive Officer (4) 1998 117,500 $55,900 20,000 N/A
Jeffrey Boehmer................. 2000 $110,000 -- -- N/A
Vice President--Operations 1999 110,000 -- 10,000 N/A
1998 101,667 $44,688 -- N/A
- -----------
"N/A" indicates that the item is not applicable because no compensation of the
category required to be disclosed in the column was received.
(1) Amounts listed as bonus were accrued in the year listed but were not paid
until the subsequent year.
(2) Indicates number of shares for which options were granted under the
Company's stock compensation plans during the applicable periods.
(3) Mr. Desjardins served as Chief Executive Officer of the Company from
September 1996 to December 2000, when he resigned as Chief Executive
Officer.
(4) The Board of Directors of the Company appointed and elected Mr. Wright as
Chief Executive Officer of the Company in December 2000.
9
The following table sets forth information concerning grants of stock
options for the fiscal year ended December 31, 2000 to the Named Executives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARS ANNUAL RATES OF PRICE
OPTIONS/ GRANTED TO EXERCISE APPRECIATION FOR OPTION
SARS EMPLOYEES OR BASE TERM
GRANTED(1) IN FISCAL PRICE (2) EXPIRATION ----
(#) YEAR ($/SH) DATE 5% ($)(3) 10% ($)(3)
--------- ---- ------ ---- ---------- ----------
Pierre Desjardins.................. 0 N/A N/A N/A N/A N/A
John R. Wright, Jr. ............... 75,000 37.5% $0.65 12/19/10 $30,753 $77,943
Jeffrey Boehmer.................... 0 N/A N/A N/A N/A N/A
- -------------
(1) All amounts represent incentive stock options. No SARs or SARs granted in
tandem with options were granted during 2000. Options have a term of ten
years from the date of grant. Options vest at the rate of 20% per year for
five consecutive years beginning one year from the date of grant. Options
are not exercisable following an optionee's voluntary termination of
employment other than by reason of retirement or disability.
(2) In the case of each option grant, the exercise price per share is equal to
the fair market value on the date the option was granted. The exercise
price may be paid in cash, in shares of Common Stock valued at fair market
value on the date of exercise or pursuant to a cashless exercise procedure
under which the optionee provides irrevocable instructions to a brokerage
firm to sell the purchased shares and to remit to the Company, out of the
sale proceeds, an amount equal to the exercise price plus all applicable
withholding taxes.
(3) The dollar amounts set forth under these columns are the result of
calculations made at the 5% and 10% appreciation rates set forth in
Securities and Exchange Commission regulations and are not intended to
indicate future price appreciation, if any, of the Common Stock.
10
The following table sets forth information concerning the exercise of
options to purchase shares of Common Stock by the Named Executives during the
fiscal year ended December 31, 2000, as well as the number of securities
underlying unexercised options and potential value of unexercised options (both
options which are presently exercisable and options which are not presently
exercisable) as of December 31, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE(1)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END FISCAL YEAR-END
(#) ($)(2)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- --- -------------- -------------
Pierre Desjardins........................... 0 0 0 / 0 $0 / $0
John R. Wright, Jr. ........................ 0 0 41,000 / 159,000 0 / 0
Jeffrey Boehmer............................. 0 0 64,000 / 16,000 0 / 0
- -------------
(1) All amounts represent stock options. No SARs or SARs granted in tandem with
stock options were either exercised during 2000 or outstanding at fiscal
year-end 2000.
(2) "In-the-money options" are stock options with respect to which the market
value of the underlying shares of Common Stock exceeded the exercise price
at December 31, 2000. The value of such options is determined by
subtracting the aggregate exercise price for such options from the
aggregate fair market value of the underlying shares of Common Stock.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into employment agreements with John R. Wright, Jr.,
President and Chief Executive Officer, and Jeffrey A. Boehmer, Vice President
Operations in 1999 and 1994, respectively. The initial term of each employment
agreement is three years, subject to an automatic one-year extension on each
anniversary date thereof, unless either party gives notice to the other of an
intention not to renew. The terms of the employment agreements provide an annual
base salary of $175,000 to Mr. Wright and $110,000 to Mr. Boehmer. The
employment agreements provide for an annual review by the Board of the
executives' base salaries for purposes of considering possible increases
thereto. The employment agreements also provide for the payment of bonuses and
the award of stock options in such amounts as shall be determined by the Board.
In addition, in the event of termination by the Company of an executive as a
result of disability or without cause (as defined in the employment agreements),
the terminated executive is entitled to continued payments of his base salary
for a period not to exceed the lesser of: (a) one year in the case of Mr.
Wright, six months in the case of Mr. Boehmer, or (b) the date of the
executive's death, which amount will be offset by any payments received by the
executive under any disability plan sponsored by the Company. The employment
agreements also contain certain confidentiality, non-competition and
non-solicitation provisions. Mr. Wright's employment agreement contains a
change-in-control provision.
ADDITIONAL INFORMATION REGARDING DIRECTORS AND OFFICERS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and any persons
owning ten percent or more of the Common Stock, to file in their personal
capacities initial statements of beneficial ownership, statements of changes in
beneficial ownership and annual statements of beneficial ownership with the
Securities and Exchange Commission (the "SEC"). Persons filing such beneficial
ownership statements are required by SEC regulation to furnish the Company with
copies of all such
11
statements filed with the SEC. The rules of the SEC regarding the filing of such
statements require that "late filings" of such statements be disclosed in the
Company's proxy statement. Based solely on the Company's review of any copies of
such statements it received and on written representations from directors and
officers, the Company believes that all such statements were timely filed in
2000, except for a Form 3 Initial Statement of Beneficial Ownership which was
inadvertently filed late by Mr. Thomas P. Kennedy, Chief Financial Officer, and
Anthony P. Adamson, Vice President Sales and Marketing.
OTHER
In September 1999, the Company refinanced all of its long-term debt of
approximately $1.9 million with a five-year, $4 million facility with Finloc,
Inc. ("Finloc"). The facility charges interest at the rate of LIBOR plus 4%.
(11.26% at December 31, 2000). The loan is in the form of a six-month promissory
note which requires payment of the entire principal amount and accrued interest
at the expiration of its term. Finloc has provided written notice of its intent
to renew the note every six months for a period of five years with a reduction
of principal of approximately $400,000 upon each renewal. Marcel E. Dutil, a
director of the Company, is the indirect beneficial owner of 56.69% of the
Company's stock through his control of Finloc, which directly owns 56.69% of the
Company's outstanding common stock.
12
PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return on the Nasdaq Market Value Index and Peer Group Index 621 for the periods
indicated. The graph assumes an initial investment of $100.00 on January 1, 1996
with dividends, if any, reinvested over the periods indicated.
[PERFORMANCE GRAPHIC OMITTRED]
JANUARY 1, FISCAL YEAR ENDED
---------- -----------------------------------------------
1996 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
The Company.......................................... $100.00 $84.38 $68.75 $173.44 $53.13 $23.45
Peer Group Index 621(1) ............................. 100.00 118.51 167.18 151.96 163.55 170.01
NASDAQ Market Value Index............................ 100.00 124.27 152.00 214.39 378.12 237.66
- ------------
(1) The Composition of Peer Group Index 621 is as follows: American Energy
Services, Inc., AZZ incorporated, BMC Industries, Inc., Circor
International, Inc., CompX International Inc., Driver-Harris Company, Earth
Sciences, Inc., Eiger Technology, Inc., General Kinetics, Incorporated,
Goddard Industries, Inc., Intermagnetics General Corporation, Kinark
Corporation, Margate Industries, Inc., Masco Corporation, Material Sciences
Corporation, Metallurg, Inc., Morton Industrial Group, Inc.,
Parker-Hannifin Corporation, Raytech Corporation, Richton International
Corporation, The Shaw Group Inc., Sun Hydraulics Corporation, Thermaltech
International, Thermodynetics, Inc., Total Containment, Inc., United
Capital Corp. and Watts Industries, Inc.
13
REPORT OF THE AUDIT COMMITTEE
The members of the Audit Committee are Messrs. Gobeil, Gouin and Guindon,
each of whom are independent directors of the Company.
The Audit Committee operates under a written charter adopted by the Board
of Directors. A copy of the Audit Committee's Charter is attached to this Proxy
Statement as Exhibit "A."
The Audit Committee has reviewed the audit financial statements of the
Company for the fiscal year ended December 31, 2000 and discussed them with
management and the Company's independent accountants, Grant Thornton LLP. The
Audit Committee also has discussed with the independent accountants the matters
required to be discussed by the U.S. Statement of Auditing Standards No. 61.
The Audit Committee has received the written disclosures and letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as currently in effect,
has considered whether the provision of any non-audit services by the
independent auditors to the Company would be compatible with maintaining the
auditors' independence, and has discussed with the auditors the auditors'
independence.
Based on the review and discussions described above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements for the fiscal year ended December 31, 2000 be included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
THE AUDIT COMMITTEE
Paul Gobeil, Chairman
Bernard Gouin
Marc Guindon
14
MATTER NO. 2
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Grant
Thornton LLP, independent accountants, to provide auditing and accounting
services for the Company and its subsidiaries during fiscal year 2001. Such
appointment is being submitted to shareholders for ratification.
Grant Thornton LLP has conducted the audit of the financial statements of
the Company and its subsidiaries for the year ended December 31, 2000.
Representatives of Grant Thornton LLP are expected to be present at the Annual
Meeting. These representatives will be given an opportunity to make a statement
if they desire to do so, and will be available to answer appropriate questions
from shareholders.
Set forth below is information relating to the aggregate Grant Thornton LLP
fees for professional services provided to the Company for the fiscal year ended
December 31, 2000.
Audit Fees:
The aggregate Grant Thornton LLP fees for all professional services
provided in connection with the audit of the Company's financial statements for
the fiscal year ended December 31, 2000 and for the reviews of the unaudited
financial statements included in the Company's quarterly reports on Form 10-Q
for 2000 were $85,614.
Financial Information Systems Design and Implementation Fees:
The Company did not engage Grant Thornton LLP to provide advice to the
Company regarding financial information systems and design and implementation
during the fiscal year ended December 31, 2000.
All Other Fees:
The aggregate Grant Thornton LLP fees for professional services provided to
the Company during the fiscal year ended December 31, 2000 for all other
non-audit services, including tax related services were $35,500.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE 2001 FISCAL YEAR. The affirmative vote of a majority of the shares
present, in person or by proxy, at the Annual Meeting is required to ratify the
appointment. All proxies will be voted "FOR" ratification of the appointment
unless a shareholder specifies to the contrary on such shareholder's proxy card.
SHAREHOLDER PROPOSALS FOR 2002
Shareholders may propose matters for consideration at annual meetings of
shareholders by notice in writing, delivered to or mailed and received by the
Secretary of the Company no later than February 25, 2002. If proposals are
submitted after February 25, 2002, management proxyholders could have
discretionary authority to vote on those proposals at the 2002 annual meeting.
The 2002 Annual Meeting of Shareholders of the Company will be held on or
about May 10, 2002. Any shareholder desiring to submit a proposal to be
considered for inclusion in the 2002 proxy materials must submit
15
such proposal or proposals in writing, addressed to the Company at 422 Business
Center, A130 North Drive, Oaks, Pennsylvania 19456, Attention: Secretary, on or
before December 12, 2001.
DIRECTOR NOMINATIONS BY SHAREHOLDERS
The Bylaws of the Company permit nominations for election to the Board of
Directors to be made by the Board of Directors or by any shareholder entitled to
vote for the election of directors. All shareholder nominations are referred to
the Board of Directors or a committee of the Board of Directors for
consideration. In determining the nominees for director for 2002, the Board will
consider nominees recommended by shareholders. Such shareholder recommendations
should be made in writing no later than January 1, 2002, addressed to Corporate
Secretary, 422 Business Center, A130 North Drive, P.O. Box 939, Oaks,
Pennsylvania 19456.
Under the Bylaws, nominations for director to be made at the Annual Meeting
by shareholders entitled to vote for the election of directors must be preceded
by written notice, received at the principal executive office of the Company not
less than 90 days prior to the Annual Meeting; provided, however, that if less
than 15 days' notice of the Annual Meeting is given to shareholders, such
written notice must be delivered to the Company not later than the close of the
third day following the day on which notice of the Annual Meeting was mailed to
shareholders. The notice must contain certain information specified in the
Bylaws, and should be delivered or mailed to the attention of the Secretary of
the Company. No notice of nomination for election as a director has been
received from any shareholder as of the date of this Proxy Statement. If a
nomination is attempted at the Annual Meeting which does not comply with the
procedures required by the Bylaws or if any votes are cast at the Annual Meeting
for any candidate not duly nominated, then such nomination and/or such votes may
be disregarded.
OTHER MATTERS
The Board of Directors does not intend to bring any other matter before the
Annual Meeting and is not presently informed of any other business which others
may bring before the Annual Meeting. If any other matters should properly come
before the Annual Meeting, or any adjournment or adjournments thereof, however,
it is the intention of the persons named in the accompanying proxy to vote on
such matters as they, in their discretion, may determine.
BY ORDER OF THE BOARD OF DIRECTORS
/s/JEFFREY A. BOEHMER
----------------------------------------
Jeffrey A. Boehmer, Secretary
April 11, 2001
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW.
16
EXHIBIT "A"
-----------
AUDIT COMMITTEE CHARTER
-----------------------
ROLE
- ----
The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Company to any governmental body
or the public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Company's auditing, accounting and financial reporting
processes generally. The Audit Committee's primary duties and responsibilities
are to:
o Serves as an independent and objective party to monitor the Company's
financial reporting process and internal control system.
o Review and appraise the audit efforts of the Company's independent
accountants.
o Provide an open avenue of communications among the independent
accountants, financial and senior management, and the Board of
Directors.
COMPOSITION
- -----------
The Audit Committee shall be comprised of three or more directors as determined
by the Board, the majority of whom shall be independent directors, and free from
any relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. All
members of the Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
MEETINGS
- --------
The Committee shall meet to review all interim financial reports as well as the
Annual Report published by the Company or more frequently should circumstances
dictate. As part of its job to foster open communication, the Committee should
meet at least annually with management, and the independent accounts in separate
executive sessions to discuss any matters that the Committee or each of these
groups believe should be discussed privately. In addition, the Committee or at
least its Chair should meet with the independent accountants and management
quarterly to review the Company's financials.
RESPONSIBILITIES AND DUTIES
- ---------------------------
To fulfill its responsibilities and duties the Audit Committee shall:
1. Review, update and disclose this Charter periodically, at least annually,
as conditions dictate.
2. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees to be paid to the independent accountants.
3. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
organization's financial statements.
A-1
4. Review the organization's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.
5. Review with financial management the 10Q prior to its filing or prior to
the release of earnings.
6. In consultation with the independent accountants and the internal auditors,
review the integrity of the organization's financial reporting processes,
both internal and external.
7. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
8. Review any significant disagreement among management and the independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.
9. Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course of
the audit. Including any restrictions on the scope of work or access to
required information.
10. Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Committee or the Board deems necessary or
appropriate.
A-2
TOTAL CONTAINMENT, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
I/We hereby appoint Thomas P. Kennedy and Jeffrey A. Boehmer, or any one of
them acting in the absence of the others, as proxyholders, each with the power
to appoint his substitute, and hereby authorize them to represent and to vote,
as designated on the reverse side, all the shares of Common Stock of Total
Containment, Inc., (the "Company") held of record by me/us on February 23, 2001,
at the Annual Meeting of Shareholders to be held on May 11, 2001, or at any and
all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON
THE REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR THE RATIFICATION OF INDEPENDENT
AUDITORS. THIS PROXY WILL BE VOTED, IN THE DISCRETION OF THE PROXYHOLDERS, UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF
SHAREHOLDERS OR ANY ADJOURNMENT THEREOF AS PROVIDED IN THE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION.
(PLEASE VOTE AND SIGN ON THE OTHER SIDE.)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
TOTAL CONTAINMENT, INC.
MAY 11, 2001
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
A /X/ VOTES AS IN THIS
EXAMPLE
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at right.
MATTER NO. 1: ___ ___
ELECTION OF /__/ /__/
CLASS I DIRECTORS
NOMINEES: Paul Gobell
Nycol Pageau-Goyette
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST AT RIGHT.)
MATTER NO. 2: FOR AGAINST ABSTAIN
RATIFICATION OF GRANT THORNTON ___ ___ ___
LLP AS INDEPENDENT AUDITORS /__/ /__/ /__/
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
____________________________ ____________________________ Dated ________, 2001
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
[TOTAL CONTAINMENT LOGO - OMITTED]
NOTICE OF 2001 ANNUAL MEETING AND
PROXY STATEMENT