DATE: Sunday, April 6, 1997                 TAG: 9704050522

SECTION: BUSINESS                PAGE: D1   EDITION: FINAL 

SOURCE: BY TOM SHEAN, STAFF WRITER 

                                            LENGTH:   50 lines

PROXY STATEMENT THEY MAY NOT BE COLORFUL, BUT THEY CONTAIN A LOT OF VALUABLE DETAILS

They lack the photos, colorful displays and uplifting messages of corporate annual reports.

But the proxy statements that publicly traded companies distribute to shareholders each spring provide valuable details about corporate management and financial performance.

In addition to explaining the issues being put to a shareholder vote, these documents disclose information about major stockholders, board members and the compensation paid to executives.

For decades, companies have been required to provide shareholders with proxy statements. Four years ago, investors got additional help when the Securities and Exchange Commission required more detail and greater uniformity in the documents.

Some key parts of a proxy statement can be found under the headings:

MAJOR SHAREHOLDERS: Individuals and groups owning more than 5 percent of a company's common shares have to be listed, along with their addresses and the number of shares they control.

CENIT's annual proxy statement lists two groups having more than 5 percent of the company's stock. One is Mid-Atlantic Investors and its related parties. The Columbia, S.C., partnership controls 159,625 shares, or 9.7 percent of the total. The other major owner is CENIT's Employees Stock Ownership Plan and Trust, with 82,527 shares, or 5 percent.

THE STOCK HOLDINGS OF BOARD MEMBERS AND EXECUTIVES: CENIT's 11 directors and two non-director executives control 130,126 shares, or 7.9 percent. The largest individual shareholder is president and chief executive Michael S. Ives, who controls 26,736 shares, or 1.63 percent of the total.

EXECUTIVE COMPENSATION: Since 1993, companies have been required to list the salaries, bonuses, stock awards and additional compensation paid to senior executives for three years.

At CENIT, the highest paid executive last year was its CEO, who received $167,820 in salary and a bonus of $30,000. Ives received other compensation worth $52,231 and a restricted stock award valued at $33,556.

STOCK PERFORMANCE GRAPH: SEC regulations require companies to depict the five-year cumulative return of their stock, including the reinvestment of dividends. A proxy statement chart of stock performance also must include some comparisons, such as the total cumulative return of the Standard & Poor's 500 index or other broad equity index.

By referring to a proxy statement's management-compensation table and the chart of cumulative total return, shareholders can gain some idea of whether executives are earning what they are paid.

Send Suggestions or Comments to webmaster@scholar.lib.vt.edu