<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
BLOUNT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[BLOUNT LOGO]
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Blount International, Inc. which will be held at 10:00 AM CDT, on Monday, April
21, 1997 in the Wilson Auditorium at the Montgomery Museum of Fine Arts, One
Museum Drive, Montgomery, Alabama.
In addition to the matters set forth in the attached Proxy Statement, we
will report on the activities of Blount and give you an opportunity to ask
questions.
Your vote is important and your shares should be represented at the meeting
whether or not you are personally able to attend. You are urged to sign, date
and return the enclosed proxy card(s) promptly.
On behalf of our Board of Directors and employees, we thank you for your
continued support of Blount International, Inc.
Sincerely,
/s/ WINTON M. BLOUNT /s/ JOHN M. PANETTIERE
Winton M. Blount John M. Panettiere
Chairman of the Board President and Chief Executive
Officer
<PAGE> 3
Blount Logo
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1997
---------------------
TO THE STOCKHOLDERS OF BLOUNT INTERNATIONAL, INC.:
The Annual Meeting of Stockholders of Blount International, Inc. will be
held at 10:00 A.M., C.D.T., on Monday, April 21, 1997 in the Wilson Auditorium
at the Museum of Fine Arts, One Museum Drive, Montgomery, Alabama 36117, for the
following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting of
Stockholders or until their successors have been elected and qualified;
2. To consider and act upon a proposal to ratify the appointment of Coopers
& Lybrand L.L.P. as independent auditors for the Corporation for the
year ending December 31, 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on Friday, February
21, 1997, as the record date for determining the stockholders entitled to notice
of and to vote at the Meeting or any adjournment thereof.
IF YOU OWN SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK, YOU
MUST RETURN BOTH PROXY FORMS IN ORDER TO VOTE FOR ALL DIRECTORS.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO ASSURE
YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING FORM OR FORMS OF PROXY AND RETURN THEM PROMPTLY IN THE ENCLOSED
ENVELOPE.
By Order of the Board of Directors,
/s/ D. Joseph McInnes
D. JOSEPH McINNES
Executive Vice President -- Administration
and Chief Administrative Officer
and Corporate Secretary
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
March 10, 1997
<PAGE> 4
BLOUNT INTERNATIONAL, INC.
4520 EXECUTIVE PARK DRIVE
MONTGOMERY, ALABAMA 36116-1602
(334) 244-4000
------------------------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 21, 1997
------------------------------
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors (the "Board") of Blount International, Inc., a
Delaware corporation, (the "Corporation") of your proxy or proxies for use at
the Annual Meeting of Stockholders to be held on April 21, 1997, or at any
adjournment thereof (the "Meeting"). It is anticipated that this Proxy Statement
and the accompanying form or forms of proxy will be mailed to stockholders on or
about March 17, 1997.
Shares represented by each properly signed proxy on the accompanying form
or forms received by the Corporation in time to permit its use at the Meeting or
any adjournment thereof will be voted at the Meeting, but such proxy may be
revoked at any time prior to the actual voting thereof by giving notice in
writing to the Secretary of the Corporation or by voting a subsequently dated
proxy. If a proxy is signed but no specification is made on the proxy, the
shares represented by the proxy will be voted as recommended by the Board. If a
specification is made, the shares will be voted in accordance with the
specification. The presence of a stockholder at the Meeting does not revoke his
or her proxy; however, a stockholder may revoke his or her proxy and vote in
person if he or she so requests.
Note that, except where expressly stated otherwise, the information
provided in this Proxy Statement constitutes the aggregation of such information
as it related to Blount, Inc. prior to November 4, 1995 and to Blount
International, Inc. after November 3, 1995.
As of the close of business on November 3, 1995, Blount, Inc. merged with a
wholly-owned subsidiary of Blount International, Inc. and became a wholly-owned
subsidiary of Blount International, Inc. As the merger consideration, each share
of Blount, Inc. Class A and Class B common stock (other than those owned by the
Corporation) was exchanged for 1.5 shares of Blount International, Inc. Class A
and Class B common stock respectively. Effective November 6, 1995, the common
Class A and Class B stock of Blount, Inc. was delisted from the American Stock
Exchange, Inc. and the common stock of Blount International, Inc. began trading
on the New York Stock Exchange, Inc.
VOTING SECURITIES
RECORD DATE, CLASSES OF STOCK ENTITLED TO VOTE, AND VOTE REQUIRED
The Board has fixed the close of business on Friday, February 21, 1997, as
the record date for determining stockholders entitled to notice of and to vote
at the Meeting. Holders of shares of Class A Common Stock and Class B Common
Stock are entitled to vote at the Meeting. As of such date, the Corporation had
issued 13,512,941 shares of Class A Common Stock, of which 205,890 shares are
held as treasury stock and are non-voting, and 5,876,978 shares of Class B
Common Stock. There are no cumulative voting or preemptive rights.
The holders of Class A Common Stock will be entitled to elect 25% (rounded
up to the nearest whole number) of the directors and will be entitled to 1/10 of
1 vote per share with respect to other matters. The holders of Class B Common
Stock will be entitled to elect the remaining directors and will be entitled to
1 vote per share with respect to other matters.
Directors are elected by the affirmative vote of a majority of the shares
of the appropriate class of common stock, voting as a single class, cast in the
election. The affirmative vote of a majority of the voting power of the shares
of both classes of common stock, voting together, cast in the election is
required to approve any other proposal presented at the Meeting.
1
<PAGE> 5
PRINCIPAL STOCKHOLDERS
The following table sets forth as of February 21, 1997, to the best
knowledge of the Corporation, information as to (a) beneficial ownership of more
than 5% of the Class A Common Stock and Class B Common Stock of the Corporation
by certain persons (other than director nominees); and (b) beneficial ownership
of Class A Common Stock and Class B Common Stock of the Corporation by (i) each
director nominee, (ii) each executive officer named in the Summary Compensation
Table other than director nominees, and (iii) all director nominees and
executive officers of the Corporation as a group. Except as otherwise indicated,
all beneficial ownership stated in the table represents sole voting and
investment power.
<TABLE>
<CAPTION>
SHARES PERCENT PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF OF TOTAL
BENEFICIAL OWNERS TITLE OF CLASS OWNED CLASS VOTES(1)
------------------------------------------ -------------------- ------------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
(a) Holders of more than 5% of Class A Common
Stock and Class B Common Stock (other than
director nominees and executive officers
named in the Summary Compensation Table)
------------------------------------------
The Blount Holding Company, L.P. Class A Common Stock 1,446,072 (2) 10.87% 2.01%
4520 Executive Park Drive Class B Common Stock 4,204,848 (2) 71.55% 58.34%
Montgomery, Alabama 36116
BHP, Inc. Class A Common Stock 1,446,072 (3) 10.87% 2.01%
4520 Executive Park Drive Class B Common Stock 4,204,848 (3) 71.55% 58.34%
Montgomery, Alabama 36116
The Northern Trust Company Class A Common Stock 1,432,319 (4) 10.76% 1.99%
50 South LaSalle Street Class B Common Stock None
Chicago, Illinois 60675
Portfolio H Investors, L.P. Class A Common Stock 1,092,300 8.21% 1.52%
201 Main St., Suite 3200 Class B Common Stock None
Fort Worth, Texas 76102
(b)(i) Nominees -- Class A Common Stock
------------------------------------------
C. Todd Conover Class A Common Stock 2,500 * *
Class B Common Stock None
Emory M. Folmar Class A Common Stock 1,014 * *
Class B Common Stock None
Andrew A. Sorensen Class A Common Stock None * *
Class B Common Stock None
Nominees -- Class B Common Stock
------------------------------------------
Winton M. Blount Class A Common Stock 1,469,367 (5) 11.03% 2.02%
Class B Common Stock 4,960,547 (5) 84.41% 68.82%
W. Houston Blount Class A Common Stock 2,417 * *
Class B Common Stock 1,332 * *
R. Eugene Cartledge Class A Common Stock 2,500 * *
Class B Common Stock None
H. Corbin Day Class A Common Stock 13,456 * *
Class B Common Stock None
Herbert J. Dickson Class A Common Stock 6,298 (6) * *
Class B Common Stock None * *
Mary D. Nelson Class A Common Stock 4,027 * *
Class B Common Stock None
John M. Panettiere Class A Common Stock 279,213 (7) 2.06% *
Class B Common Stock None
Arthur P. Ronan Class A Common Stock 1,000 * *
Class B Common Stock None
(ii) Executive Officers named in the Summary
Compensation Table (other than director
nominees)
------------------------------------------
James S. Osterman Class A Common Stock 46,453 (8) * *
Class B Common Stock None
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
SHARES PERCENT PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF OF TOTAL
BENEFICIAL OWNERS TITLE OF CLASS OWNED CLASS VOTES(1)
------------------------------------------ -------------------- ------------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Harold E. Layman Class A Common Stock 127,540 (9) * *
Class B Common Stock None
D. Joseph McInnes Class A Common Stock 116,143 (10) * *
Class B Common Stock None
(iii) All director nominees and executive Class A Common Stock 2,120,213 (11) 15.32% 2.20%
officers as a group (17 persons) Class B Common Stock 4,961,879 (11) 84.43% 68.84%
</TABLE>
- ---------------
* Less than 1.0% of class or total votes.
(1) Percent of total votes on all matters other than the election of directors.
(2) The Blount Holding Company, L.P. is a limited partnership whose sole
general partner is BHP, Inc., a Delaware corporation controlled by Winton
M. Blount.
(3) Includes 1,446,072 shares of Class A Common Stock and 4,204,848 shares of
Class B Common Stock owned by the Blount Holding Company, L.P.
(4) The Northern Trust Company serves as the Master Trustee for the
Corporation's 401(k) Retirement Savings Plan. The shares listed are held
for the benefit of the participants in that plan. Under the terms of the
Plan, as amended, and the Trust, the Trustee is to vote the allocated
shares held by the Plan in accordance with the instructions received from
Plan participants and to dispose of the allocated shares in connection with
tender offers in accordance with directions received from Plan
participants. If no voting instructions or invalid voting instructions are
received with respect to allocated shares, the Trustee is to vote such
shares in the same manner and in the same proportions as the allocated
shares with respect to which the Trustee received valid voting instructions
are voted. Also, with respect to allocated shares, if no directions or
invalid directions are received in connection with tendering shares, the
Trustee is to treat such allocated shares as if Plan participants
instructed the Trustee not to dispose of such shares. With respect to
unallocated shares, the Trustee is to vote such shares, or dispose of such
shares in connection with tender offers, in the same manner and in the same
proportion as the allocated shares with respect to which the Trustee
received valid voting instructions or directions are voted or disposed. The
Northern Trust Company, as Trustee, expressly denies beneficial ownership
in the shares listed.
(5) - Excludes 1,459 shares of Class A Common Stock (less than 1.0% of class
and total votes) and 1,359 shares of Class B Common Stock (less than 1.0%
of class and total votes) owned by Winton M. Blount's wife.
- Includes 2,949 shares of Class A Common Stock (less than 1.0% of class
and total votes) and 2,949 shares of Class B Common Stock (less than 1.0%
of class and total votes) held by Winton M. Blount as Trustee of a trust
for the benefit of his sister. Winton M. Blount disclaims any beneficial
ownership in such shares.
- Includes the 1,446,072 shares of Class A Common Stock (10.87% of class,
2.01% of total votes) and 4,204,848 shares of Class B Common Stock
(71.55% of class, 58.34% of total votes) shown in the table as owned by
the Blount Holding Company, L.P.
- Includes the 16,667 shares of Class A Common Stock (less than 1.0% of
class and total votes) which are subject to a right to acquire beneficial
ownership within 60 days under the 1995 Blount Long-Term Executive Stock
Option Plan.
(6) Excludes 300 shares of Class A Common Stock (less than 1.0% of class and
total votes) owned by Herbert J. Dickson's wife.
(7) Includes 240,834 shares of Class A Common Stock (1.78% of class and less
than 1.0% of total votes) which are subject to a right to acquire
beneficial ownership within 60 days under the 1994 Blount Executive Stock
Option Plan and the 1995 Blount Long-Term Executive Stock Option Plan.
(8) Includes 19,844 shares of Class A Common Stock (less than 1.0% of class and
total votes) which are subject to a right to acquire beneficial ownership
within 60 days under the 1992 Blount Incentive Stock Option Plan and the
1995 Blount Long-Term Executive Stock Option Plan.
(9) Includes 123,584 shares of Class A Common Stock (less than 1.0% of class
and total votes) which are subject to a right to acquire beneficial
ownership within 60 days under the 1992 Blount Incentive Stock Option Plan,
the 1994 Blount Executive Stock Option Plan, and the 1995 Blount Long-Term
Executive Stock Option Plan.
(10) Includes 84,584 shares of Class A Common Stock (less than 1.0% of class and
total votes) which are subject to a right to acquire beneficial ownership
within 60 days under the 1994 Blount Executive Stock Option Plan and the
1995 Blount Long-Term Executive Stock Option Plan.
(11) Includes 533,110 shares of Class A Common Stock (3.85% of class and less
than 1.0% of total votes) which are subject to a right to acquire
beneficial ownership within 60 days under the 1992 Blount Incentive Stock
Option Plan, the 1994 Blount Executive Stock Option Plan, and the 1995
Blount Long-Term Executive Stock Option Plan.
3
<PAGE> 7
ELECTION OF DIRECTORS
PROPOSAL 1
DIRECTORS
The By-laws of the Corporation, which may be amended by the Board,
presently provide that the number of directors which shall constitute the whole
Board shall be not less than 3 nor more than 14, with the exact number to be
determined from time to time by resolution of the Board. The Board has set the
exact number at 11 to be effective April 21, 1997, with 3 members to be elected
by the holders of Class A Common Stock and 8 members to be elected by the
holders of Class B Common Stock. Class A Common Stock proxies may not be voted
for more than 3 persons, and the Class B Common Stock proxies may not be voted
for more than 8 persons.
The Board intends to nominate and, unless contrary instructions are
specified, to vote, as appropriate, all proxies received by the Board FOR the
election of the persons named below as directors of the Corporation.
Each director to be elected shall hold office until the next Annual Meeting
of Stockholders of the Corporation or until his or her successor is elected and
qualified or until his or her earlier resignation or removal. Should any nominee
fail to accept election, it is expected that the Board will cast all proxies, as
appropriate, received by it in favor of the election of such other person for
the office of director as the Board may recommend. The Board has no reason to
believe that any of the persons named below will fail to accept election as a
director.
BIOGRAPHICAL INFORMATION
The following biographical information is furnished with respect to each
nominee for election as director at the Meeting:
<TABLE>
<CAPTION>
<S> <C>
NOMINEES -- CLASS A COMMON STOCK
CONOVER PICTURE C. TODD CONOVER, Age 57.
Director since September 1992; member of the Audit Committee
and the Finance Committee.
President and Chief Executive Officer of The Vantage
Company, Los Altos, California (management services) since
July 1992; formerly General Manager of the Finance
Industry Group of Tandem Computers Incorporated,
Cupertino, California from January 1994 to April 1995;
President and Chief Executive Officer of Central
Bancorporation, Denver, Colorado (bank holding company)
from July 1991 to July 1992; National Director of Bank
Consulting with KPMG Peat Marwick, San Francisco,
California and New York, New York (bank consulting) from
September 1988 to December 1990. He served as Comptroller
of the Currency of the United States from December 1981
through May 1985.
Mr. Conover is also a Director of PacifiCorp, Portland,
Oregon.
FOLMORE PICTURE EMORY M. FOLMAR, Age 66.
Director since June 1996; member of the Audit Committee and
the Finance Committee.
Mayor, City of Montgomery, Montgomery, Alabama since 1977;
member Montgomery City Council 1975 to 1977.
Mr. Folmar is also a director of the Montgomery Boys Club,
the Alabama Shakespeare Festival, the Montgomery YMCA and
Landmark Foundation, Inc.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C>
SORENSEN PICTURE ANDREW A. SORENSEN, Age 58.
Director nominee.
President of The University of Alabama since July 1996;
formerly Provost and Vice-President for Academic Affairs at
the University of Florida from July 1990 to July 1996;
Executive Director of the AIDS Institute of the Johns
Hopkins Medical Institutions from 1986 to 1990; prior to
July 1986, Director of the School of Public Health of the
University of Massachusetts at Amherst.
Dr. Sorensen is also President of the Capstone Foundation,
Tuscaloosa, Alabama; a director of the Alabama Shakespeare
Festival, Montgomery, Alabama; Chautauqua Institution,
Chautauqua, New York; Alabama Technical Network,
Montgomery, Alabama; and Bryant-Jordan Student Athlete
Foundation, Birmingham, Alabama.
NOMINEES -- CLASS B COMMON STOCK
W.H. BLOUNT PICTURE W. HOUSTON BLOUNT, Age 75.
Director since September 1949(1); Chairman of the
Acquisition Committee, member of the Executive Committee and
the Compensation and Management Development Committee.
Chairman of the Board Emeritus since May 1992; Chairman of
the Board from May 1986 to May 1992 of Vulcan Materials
Company, Birmingham, Alabama (crushed stone and
chemicals).
Mr. Blount is the brother of Winton M. Blount.
Mr. Blount is also a director emeritus of VF Corporation,
Reading, Pennsylvania.
WINTON M. BLOUNT, Age 76.
PICK UP PHOTO Director since September 1949(1), except from January 1969
FROM G33287 through October 1971 during which period he served as
Postmaster General of the United States; Chairman of the
Executive Committee.
Chairman of the Board since June 1993; Chairman of the Board
and Chief Executive Officer of the Corporation throughout
the 5 years preceding June 1993 except from December 1990
to October 1991 during which period he served as Chairman
of the Board.
Mr. Blount is the brother of W. Houston Blount.
Mr. Blount is also a director of the Alabama Shakespeare
Festival, Montgomery, Alabama; Montgomery Museum of Fine
Arts, Montgomery, Alabama; National Actors Theatre, New
York, New York; Chairman of the Advisory Committee of the
National Postal Museum, Washington, DC; Trustee Emeritus
of the University of Alabama; Life Trustee of Rhodes
College, Memphis, Tennessee; and Trustee of the National
Symphony Orchestra, Washington, DC.
CARTLEDGE PICTURE R. EUGENE CARTLEDGE, Age 67.
Director since September 1994; Chairman of the Compensation
and Management Development Committee, member of the
Acquisition Committee and the Audit Committee.
Chairman of the Board of Savannah Foods, Savannah, Georgia
(sugar processing) since May 1996. Formerly Chairman of the
Board and Chief Executive Officer of Union Camp
Corporation, Wayne, New Jersey (pulp and paper products)
1986 to 1994; prior to 1986, President and Chief Operating
Officer of Union Camp Corporation.
Mr. Cartledge is also a director of Union Camp Corporation,
Delta Air Lines, NationsBank, Sun Company, Inc. and Chase
Brass Industries.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
<S> <C>
DAY PICTURE H. CORBIN DAY, Age 59.
Director since June 1992; member of the Executive Committee,
the Acquisition Committee, the Finance Committee and the
Compensation and Management Development Committee.
Chairman of Jemison Investment Co., Inc., Birmingham,
Alabama (diversified holding company) since May 1988 and
limited partner of Goldman, Sachs & Co., New York, New
York (investment bankers) since 1986.
Mr. Day is also a director of Jemison Investment Co., Inc.
and its affiliated companies, Birmingham, Alabama; Altec
Industries, Inc., Birmingham, Alabama; American Heritage
Life Insurance Company, Jacksonville, Florida; Hughes
Supply, Inc., Orlando, Florida; a trustee of the Birming-
ham Museum of Art, Birmingham, Alabama; and a trustee of
Birmingham-Southern College, Birmingham, Alabama.
DICKSON PICTURE HERBERT J. DICKSON, Age 71.
Director since July 1966(1); Chairman of the Finance
Committee and member of the Compensation and Management
Development Committee.
Financial consultant since March 1993; formerly Chairman of
the Board and Chief Executive Officer of Fortune Financial
Services, Inc., Atlanta, Georgia (a finance company)
throughout the 5 years preceding March 1993.
Mr. Dickson is also a director of American Business
Products, Inc., Atlanta, Georgia; and Martin Industries,
Inc., Florence, Alabama.
NELSON PICTURE MARY D. NELSON, Age 63.
Director since June 1986; member of the Audit Committee and
the Finance Committee.
President of Nelson & Co., Cincinnati, Ohio (consulting
actuaries) throughout the past 5 years.
Mrs. Nelson is also a director of Cincinnati Bell, Inc.,
Cincinnati, Ohio and a director of Union Central Life
Insurance Co., Cincinnati, Ohio.
PANETTIERE PICTURE JOHN M. PANETTIERE, Age 59.
Director since May 1992.
President and Chief Executive Officer since June 1993,
President and Chief Operating Officer from May 1992 to June
1993 of the Corporation; formerly Chairman, President and
Chief Executive Officer from January 1990 to May 1992,
President and Chief Executive Officer from January 1988,
Senior Executive Vice President and Chief Operating
Officer from August 1986 of Grove Worldwide Company, Shady
Grove, Pennsylvania (mobile hydraulic cranes and aerial
work platforms).
Mr. Panettiere is also a director of Altec Industries, Inc.,
Birmingham, Alabama. He is a Life Honorary Director and Past
Chairman of the Construction Industry Manufacturers
Association, Milwaukee, Wisconsin. He is also a director
of the Alabama Shakespeare Festival.
</TABLE>
6
<PAGE> 10
<TABLE>
<S> <C>
RONAN PICTURE ARTHUR P. RONAN, Age 67.
Director since June 1993; Chairman of the Audit Committee,
member of the Acquisition Committee and the Compensation and
Management Development Committee.
Retired since February 1992; formerly Corporate Vice
President from 1982 and President from June 1985 of the
Automotive Operations of Rockwell International
Corporation, Troy, Michigan (automotive components).
Mr. Ronan was Chairman and President of Western Highway
Institute, Bruno, California from 1991 to 1993; Vice
Chairman of Highway Users Federation, Washington, D.C.
from 1990 to 1992; Trustee of General Motors Institute,
Flint, Michigan from 1984 to 1992; member of the Board of
Advisors of Oakland University, Rochester, Michigan from
1984 to 1992; and Trustee of Marygrove College, Detroit,
Michigan from 1975 to 1979.
</TABLE>
- ---------------
(1) Includes the period for which the person served as a director of Blount
Brothers Corporation. Blount, Inc. was organized in February 1971, and on
March 1, 1971, the stockholders of Blount Brothers Corporation exchanged
their stock in Blount Brothers Corporation for stock in Blount, Inc. Blount
Brothers Corporation was merged into Blount, Inc. on February 29, 1988.
THE BOARD AND ITS COMMITTEES
The property, affairs and business of the Corporation are managed under the
direction of the Board. The Board has standing Executive, Audit, Finance,
Acquisition and Compensation and Management Development Committees whose
principal functions are described below. The Corporation does not have a
Nominating Committee. During the ten-month period ended December 31, 1996
("Transition Period"), the Board held 3 regular meetings and took action 3 times
by written consent in lieu of a meeting. Average attendance by directors at
Board and Committee meetings was 94%.
Executive Committee -- The Executive Committee consists of 4 members, 2 of
whom are non-employee directors. The Chairman of the Board of the Corporation is
Chairman of the Committee. The Committee may exercise all of the authority and
powers of the Board, to the extent permitted by law, during the intervals
between Board meetings. The Committee took action 2 times by written consent in
lieu of a meeting during the Transition Period. The present members of the
Committee are Winton M. Blount, W. Houston Blount, H. Corbin Day and John M.
Panettiere.
Audit Committee -- The Audit Committee consists of 6 members, all of whom
are non-employee directors. The functions of the Committee include (i)
recommending annually to the Board the appointment of the Corporation's
independent auditors, (ii) reviewing the professional services, proposed fees
and independence of such auditors, (iii) reviewing the annual audit plans of
such auditors and the internal audit staff, (iv) monitoring the activities of
the independent auditors and internal audit staff, and (v) reporting on such
activities to the Board. The Committee held 2 regular meetings during the
Transition Period. The members of the Committee who served during the Transition
Period were R. Eugene Cartledge, C. Todd Conover, Emory M. Folmar, Mary D.
Nelson, Arthur P. Ronan and Joab L. Thomas.
Finance Committee -- The Finance Committee consists of 6 members, all of
whom are non-employee directors. The functions of the Committee include (i)
approving the Corporation's funding policy for its retirement plans, (ii)
approving actuarial assumptions for the retirement plans, (iii) approving the
selection and termination of investment managers, trustees, independent auditors
and actuaries for the retirement plans, (iv) approving the investment policy
asset allocation guidelines, objectives, constraints, and restrictions, as
appropriate, issued to investment managers and trustees, (v) approving operating
procedures and safeguards as required to prohibit transactions not authorized
under the Employee Retirement Income Security Act, (vi) approving the
consolidation, merger, or transfer of retirement plan assets or liabilities to
or from one plan to another, (vii) approving reports with regard to retirement
plans prepared by the trustees, the independent auditors, investment managers or
consultants, and the actuaries, and (viii) reporting on such activities to the
Board. The Committee held 2 regular meetings during the Transition Period. The
members of the Committee who served during the Transition Period were C. Todd
Conover, H. Corbin Day, Herbert J. Dickson, Emory M. Folmar, Mary D. Nelson and
Joab L. Thomas.
Compensation and Management Development Committee -- The Compensation and
Management Development Committee consists of 5 members, all of whom are
non-employee directors. The functions of the Committee include (i) approving
compensation philosophy and guidelines for the Corporation's executive and
managerial employees, (ii) establishing a total compensation range for the
Chairman of the Board and the President and Chief Executive Officer ("CEO") and
appraising the performance of said officers on a timely basis, (iii) approving
salaries and changes in salaries of officers of the Corporation and presidents
of its subsidiaries or other executives as the Committee may deem appropriate,
(iv) approving the participants, annual
7
<PAGE> 11
financial or other targets, and amounts to be paid under the Corporation's
Target Incentive Plans, (v) reviewing and recommending to the Board any new
executive incentive or stock option plans or additions to or revisions of such
existing plans and approving any awards or options granted under such plan(s),
(vi) reviewing from time to time the Corporation's management resources and
executive personnel planning, development and selection processes, and (vii)
reporting on such activities to the Board. The Committee held 2 regular meetings
and took action 2 times by written consent in lieu of a meeting during the
Transition Period. The present members of the Committee are W. Houston Blount,
R. Eugene Cartledge, H. Corbin Day, Herbert J. Dickson and Arthur P. Ronan.
Acquisition Committee -- The Acquisition Committee consists of 4 members,
all of whom are non-employee directors. The functions of the Committee are to
review and approve any acquisition proposed by management and report on such
activities to the Board. The Committee held 1 telephone conference during the
Transition Period. The present members of the Committee are W. Houston Blount,
R. Eugene Cartledge, H. Corbin Day, and Arthur P. Ronan.
COMPENSATION OF DIRECTORS
Non-employee directors received a retainer fee of $6,250 per quarter plus a
fee of $1,000 for each Board Meeting attended in person or by telephone
conference, and an additional $1,000 for each Board Committee Meeting attended
in person or by telephone conference. No fee for execution of consent actions is
paid. Persons serving as Chairmen of Committees of the Board, who were not
employees of the Corporation, received an additional retainer fee of $1,000 per
quarter for their services. The directors were reimbursed for travel and other
expenses and were provided travel insurance when traveling on Corporation
business, liability insurance coverage and participation in a charitable
contributions matching gift program. Participation in the Corporation's group
medical and dental plan is available to the non-employee directors on the same
basis as offered to all employees of the Corporation. In addition, each
non-employee director was provided $50,000 of life insurance under the
Corporation's group life insurance plan. Directors who are employees of the
Corporation do not receive any additional compensation for their services as
directors.
In January 1983, the Board approved a Directors' Fee Deferral Plan under
which directors may defer receipt of directors' fees until their retirement or
other termination of status as a director. Deferred amounts bear interest,
adjusted quarterly, based on the prime rate set by a New York bank. Such
accumulated fees, together with the income accrued thereon, are payable in cash
to the director or his or her estate in accordance with the option selected by
the director at the time he or she elected to participate in this plan. The
Directors' Fee Deferral Plan is unfunded and amounts due the participants
covered thereby are general obligations of the Corporation.
In May 1991, the Board approved and in April 1994 amended the Advisory
Directors' Recognition Plan. Each member of the Board who has served as a
director for at least 5 consecutive years and who has not been an employee
vested in any employee benefits sponsored by the Corporation during his or her
service on the Board and (a) who is serving at the attainment of age 72, or (b)
who becomes permanently and totally disabled at any time prior to age 72, shall
become an advisory director. No advisory director and no other director, except
the co-founders of the Corporation, shall be eligible to stand for re-election
to the Board after reaching age 72. Under this plan, a director who is or
becomes eligible for advisory director status after July 1, 1991, shall, at the
end of his or her current term, be paid a quarterly benefit for life equal to
the quarterly cash retainer, exclusive of committee chairman fees, then being
paid to the director. An advisory director who attains that status due to
disability shall be paid a quarterly disability benefit equal to the quarterly
cash retainer then being paid to directors for the shorter of (a) such advisory
director's life, or (b) the number of the advisory director's full years of
service as a director. A director who has been an employee vested in employee
benefits sponsored by the Corporation is eligible to become an advisory
director, but shall not be entitled to the retainer paid to advisory directors.
When their views on a matter are sought, advisory directors are expected to
consult with management or directors of the Corporation. The status of advisory
director may be terminated upon request by the advisory director or by the Board
if it determines that an advisory director becomes a director, officer, employee
or consultant of or to another company that competes with the Corporation or any
of its subsidiaries. The Advisory Directors' Recognition Plan does not apply to
Winton M. Blount, a co-founder of the Corporation, and it does not apply to W.
Houston Blount, a co-founder of the Corporation, until he ceases to be a member
of the Board of Directors regardless of his age at the time of such cessation.
The Advisory Directors' Recognition Plan is unfunded and amounts due the
participants covered thereby are general obligations of the Corporation. There
are presently 2 participants under this plan.
8
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following members of the Board served as members of the Compensation
and Management Development Committee during the Transition Period:
W. Houston Blount, Chairman of the Board Emeritus of Vulcan Materials
Company.
R. Eugene Cartledge, Chairman of Savannah Foods, Savannah, Georgia and
formerly Chairman and Chief Executive Officer of Union Camp Corporation.
H. Corbin Day, Limited Partner of Goldman, Sachs & Co., and Chairman
of Jemison Investments Co., Inc.
Herbert J. Dickson, Financial Consultant and formerly Chairman of the
Board of Fortune Financial Services.
Arthur P. Ronan, formerly President of the Automotive Operations of
Rockwell International Corporation.
There were no relationships with respect to Compensation Committee
interlocks and insider participation in compensation decisions during the
Transition Period.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
OVERALL OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
The Corporation's executive compensation program is designed to help the
Corporation attract, motivate and retain the executive resources that the
Corporation needs in order to maximize its return to shareholders.
Toward that end, the Corporation's executive compensation program attempts
to provide:
- levels of compensation that are competitive with those provided in the
various markets in which the Corporation competes for its executive
resources;
- incentive compensation that varies in a manner consistent with the
financial performance of the Corporation; and
- incentive compensation that effectively rewards corporate and individual
performance.
In designing and administering its executive compensation program, the
Corporation attempts to maintain an appropriate balance among these various
objectives, each of which is discussed in greater detail below.
PROVIDING COMPETITIVE LEVELS OF COMPENSATION
The Corporation attempts to provide its executives with a total
compensation package that, at expected levels of performance, is competitive
with total compensation provided to executives who hold comparable positions or
have similar qualifications in other organizations of similar size and scope
with which the Corporation competes.
The Corporation projects an executive's competitive level of compensation
based on information drawn from a variety of sources, including proxy
statements, special surveys, and independent compensation consultants. This
information is used in creating the basic structure of the Corporation's
program. The market data used in establishing the Corporation's executive
compensation levels reflect a blending of general industry and manufacturing
industry companies comparable to the Corporation's size, including many of the
industry peer companies covered by the total shareholder return graph. However,
the Committee has not defined the Corporation's compensation comparative group
to be identical to the companies included in the graph for a variety of reasons,
including the need to adjust for differences in company size and scope.
It should be noted that the value of an executive's compensation package
will vary significantly based on performance. So while the expected value of an
executive's compensation package may be competitive, its actual value can exceed
or fall below competitive levels depending on performance.
ENSURING THAT INCENTIVE COMPENSATION VARIES WITH FINANCIAL PERFORMANCE
The Corporation's incentive plans are designed to ensure that the incentive
compensation varies in a manner consistent with the financial performance of the
Corporation and its various business units. The specific corporate performance
factors for the Transition Period are discussed in other sections of this
report.
9
<PAGE> 13
REWARDING INDIVIDUAL PERFORMANCE
The Corporation believes that effectively rewarding individual performance
will ultimately serve to enhance the financial performance of the Corporation
and its various business units. While the Corporation's incentive plans provide
compensation that varies with financial performance, they also provide for
individual awards that are based on quantitative assessments of business unit
and individual performance.
DESCRIPTION OF THE EXECUTIVE COMPENSATION PROGRAM
This section describes each of the principal elements of the Corporation's
executive compensation program.
BASE SALARY PROGRAM
The objective of the Corporation's base salary program for senior executive
management positions is to provide base salaries that are approximately between
the 65th and 80th percentile of the competitive market norms for companies in
the Corporation's business lines and similar in size to the Corporation. The
Committee believes it is crucial to provide competitive salaries in order to
attract and retain managers who are highly talented. The specific competitive
markets considered depend on the nature and level of the positions in question
and the markets from which qualified individuals are recruited.
Base salary levels are also dependent on the performance of each individual
employee. Thus, employees with higher levels of sustained performance will be
paid correspondingly higher salaries.
Annual salary reviews are based on three factors: general levels of market
salary increases, individual performance, and the Corporation's overall
financial results. All base salary increases are based on a philosophy of
pay-for-performance and perceptions of an individual's long-term value to the
Corporation.
THE MANAGEMENT INCENTIVE PLAN
The objectives of the Annual Target Incentive Plan are to motivate and
reward the accomplishment of annual corporate objectives; reinforce a strong
performance orientation with differentiation and variability in individual
awards based on contributions to business results; and provide a fully
competitive compensation package which will attract, reward and retain
individuals of the highest quality. As a pay-for-performance plan, cash bonus
awards are paid upon the achievement of specific business segment and individual
performance objectives established for the Transition Period.
Targeted bonus award levels are determined for eligible positions each year
using data obtained from independent consultants and surveys. The target bonus
levels reflect competitive market norms for companies similar in size to the
Corporation and the Corporation's philosophy of providing competitive total
annual compensation opportunities.
A target incentive bonus program is established each year based on the
Corporation's budgeted performance against measures approved by the Committee.
In the Transition Period, the key performance measures considered were pre-tax
income and return on capital employed for operating units, net income for the
Corporate staff and for all plan participants other than the Chairman of the
Board and the President and Chief Executive Officer, individual key base
objectives were established and measured. The weighting of target objectives
among each of the Corporation's operating units range from a 50% weighting
factor for pre-tax income to a 20% weighting for return on capital employed and
a 30% weighting for attainment of individual performance objectives.
For the corporate staff and senior corporate officers, 60% of bonus
attainment is based on the Corporation's net income target and 40% of the bonus
is determined by attainment of individual key base objectives. The bonus
attainment for the Chairman of the Board and for the President and Chief
Executive Officer is based 100% on the Corporation's net income target.
Target bonuses for Incentive Plan participants range from 5% to 65% of the
participants' base pay. Participants can earn from 80% (minimum threshold) to
200% (maximum) of the target bonus. The actual bonus is determined by the extent
to which performance objectives have been accomplished. All units were
profitable in the Transition Period and, except for the Forestry and Industrial
Equipment Division, CTR Manufacturing, Inc., Dixon Industries, Inc. and the
Blount Sporting Equipment Division, performed well above budgeted targets for
return on capital employed, pre-tax income and net income. The Forestry and
Industrial Equipment Division, CTR Manufacturing, Inc., Dixon Industries, Inc.
and the Blount Sporting Equipment Division, although profitable, failed to meet
pre-tax income and return on capital employed targets. As a result, an annual
incentive funding pool was created for the Transition Period performance and
awards were made to certain key executives named in the compensation table
exceeding target bonus objectives.
10
<PAGE> 14
LONG-TERM INCENTIVES
The Corporation's approach to long-term incentives for employees is focused
on the Corporation's stock option plans. The Corporation uses stock options to
align the interests of employees and shareholders by providing value to the
employee when the stock price increases. Options are granted at 100% of the
market value of the stock on the date of grant.
All options granted have terms of 10 years and are generally fully
exercisable within 5 years of the date of the grant. The exercise price is
payable in cash. No option holder has any rights as a shareholder for any shares
subject to an option until the exercise price has been paid and the shares have
been issued to the employee.
The Corporation's stock option grant levels are established by considering
competitive market data on grant levels and the level of shares reserved for
such plans. Individual option grants are based on the responsibility level of
each participant in the Corporation, attainment of individual performance
measured against key base objectives, and the amounts of previous grants.
The Executive Compensation Program is reviewed annually by the Compensation
and Management Development Committee to provide an appropriate mix of base
salary, annual bonus, and long-term awards within the philosophy of providing
competitive total direct compensation opportunities. Stock options granted to
the named executives in the Transition Period are shown in the Option Grant
Table.
TRANSITION PERIOD PAY FOR THE CHAIRMAN OF THE BOARD AND THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER
As described above, the Corporation determines its pay for all Executive
Officers of the Corporation, including the Chairman of the Board and the
President and Chief Executive Officer, considering both a pay-for-performance
philosophy and market rates of compensation for the job. Specific actions taken
by the Committee regarding the Chairman of the Board and the President and Chief
Executive Officer's compensation are summarized below:
Base Salary -- The Chairman of the Board, Mr. Winton Blount, received
no increase in base salary in the Transition Period. The President and
Chief Executive Officer, Mr. John Panettiere, received a 10.6% merit
increase in March 1996 based on competitive data and performance.
Annual Bonus -- The Corporation's Transition Period performance
significantly exceeded the targeted net income objective established in the
Executive Management Incentive Plan which covers the Chairman of the Board
and the President and Chief Executive Officer. The Plan was approved by the
shareholders in June of 1994.
The bonus for the Transition Period generated by the Executive Management
Incentive Plan formula for Mr. Winton Blount, Chairman of the Board, and for Mr.
John Panettiere, President and Chief Executive Officer, was based on the
Corporation's attainment of the net income objective established in February
1996. The Corporation's performance significantly exceeded that objective thus
bonuses equal to 200% of the 45% target for Mr. Winton Blount and 200% of the
65% target for Mr. John Panettiere were earned for the Transition Period. In
addition to the maximum bonuses earned under the Executive Management Incentive
Plan, the Committee approved recognition bonuses of $141,570 for Mr. John
Panettiere and $237,725 for Mr. Winton M. Blount for the outstanding performance
achieved in 1996.
R. Eugene Cartledge, Chairman
W. Houston Blount
H. Corbin Day
Herbert J. Dickson
Arthur P. Ronan
11
<PAGE> 15
EXECUTIVE OFFICERS
The executive officers of the Corporation, in addition to those who are
also Director nominees, as of February 21, 1997 are:
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED TO FAMILY
NAME OFFICE SUCH OFFICE AGE RELATIONSHIP
- ---- ------ ----------- --- ------------
<S> <C> <C> <C> <C>
Leonard C. Hale Group President -- Sporting Equipment 1996 53 None
Richard H. Irving, III Senior Vice President and General Counsel of the 1995 53 None
Corporation
Harold E. Layman Executive Vice President -- Finance Operations 1997 50 None
and Chief Financial Officer of the Corporation
D. Joseph McInnes Executive Vice President -- Administration and Chief 1997, 53 None
Administrative Officer of the Corporation, Corporate 1994 and
Secretary and President of The Blount Foundation, 1982
Inc.
James S. Osterman Group President -- Outdoor Products 1997 59 None
Donald B. Zorn Group President -- Industrial and Power Equipment 1997 60 None
</TABLE>
Each of these executive officers serves at the pleasure of the Board. There
were no arrangements or understandings with any other person pursuant to which
any officer was elected. The executive officers of the Corporation may also be
directors or officers of subsidiaries of the Corporation.
Leonard C. Hale was appointed President of Blount's Sporting Equipment
Group May 21, 1996. Prior to that date, Mr. Hale served for more than 5 years as
Executive Vice President of Ellett Brothers, a supplier of outdoor sporting
goods in Chapin, South Carolina.
Richard H. Irving, III was elected Senior Vice President and General
Counsel in April 1995. Prior to that date, he served since 1986 as Vice
President, General Counsel and Secretary of Duchossois Industries, Inc., a
diversified privately held company headquartered in Elmhurst, Illinois. Mr.
Irving also served as Associate General Counsel of Union Camp Corporation from
1979 to 1986, and Assistant General Counsel of Rockwell International from 1974
to 1979.
Harold E. Layman was elected Executive Vice President -- Finance Operations
and Chief Financial Officer of the Corporation in February 1997. Prior to that
date, he served as Senior Vice President and Chief Financial Officer of the
Corporation from January 1993. Prior to January 1993, he served as Senior Vice
President Finance and Administration and was a member of the Executive Committee
of VME Group, N.V., The Netherlands, manufacturer of automotive components and
industrial equipment, from September 1988.
D. Joseph McInnes was elected Executive Vice President -- Administration
and Chief Administrative Officer of the Corporation in February 1997. Prior to
that date, he served as Senior Vice President -- Administration and Secretary of
the Corporation from May 1994. Prior to May 1994, he served as Senior Vice
President -- Administration of the Corporation from October 1991, and Vice
President -- Human Resources of the Corporation from March 1983. In addition, he
was elected President of The Blount Foundation, Inc. (a charitable foundation
funded by the Corporation) in April 1982. He also continues to serve as
Corporate Secretary.
James S. Osterman was appointed Group President -- Outdoor Products in
January 1997. Prior to that date, he served as President of the Oregon Cutting
Systems Division of the Corporation from January 1987.
Donald B. Zorn was appointed Group President -- Industrial and Power
Equipment in January 1997. Prior to that date, he served as President of the
Forestry and Industrial Equipment Division of the Corporation since January
1994. Prior to January 1994, he served as President and Chief Operating Officer
of Grove Cranes, a division of Grove Worldwide Company, Shady Grove,
Pennsylvania (manufacturer of mobile hydraulic cranes and aerial work platforms)
from March 1988.
12
<PAGE> 16
EXECUTIVE COMPENSATION
The following table summarizes, for the fiscal years ended the last day of
February 1995 and 1996 and for the Transition Period, all plan and non-plan
compensation awarded to, earned by, or paid to (i) the CEO and (ii) the four
most highly compensated executive officers other than the CEO of the Corporation
(the "Named Executive Officers") at the end of the Transition Period in all
capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
NAME AND -------------------------------------------- UNDERLYING
PRINCIPAL SALARY BONUS OTHER ANNUAL OPTIONS ALL OTHER
POSITION YEAR* ($) ($) COMPENSATION ($) (#) COMPENSATION ($)
--------- ----- ------- ------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
John M. Panettiere C1996 583,333 900,000 54,605(1) 160,000 135,585(2)
President and CEO 1996 632,500 823,000 91,436 0 94,817
1995 550,000 800,000 24,915 37,500 53,888
Winton M. Blount C1996 625,000 800,000 48,272(1) 50,000 167,306(3)
Chairman of the Board 1996 750,000 975,000 60,937 0 47,057
1995 680,000 900,000 70,789 0 41,769
James S. Osterman C1996 233,333 230,000 7,163(1) 40,000 24,170(4)
Group President -- Outdoor Products 1996 255,000 235,000 8,538 0 20,402
1995 217,000 200,000 5,771 11,250 4,630
Harold E. Layman C1996 229,166 225,000 5,620(1) 40,000 22,291(5)
Executive Vice President -- Finance Operations 1996 257,000 232,000 13,401 0 19,554
and
Chief Financial Officer 1995 237,600 215,000 12,227 11,250 23,356
D. Joseph McInnes C1996 225,833 225,000 7,747(1) 40,000 82,199(6)
Executive Vice President -- Administration and 1996 254,000 232,000 11,727 0 31,468
Chief
Administrative Officer and Corporate Secretary 1995 236,000 215,000 11,338 11,250 13,366
</TABLE>
*C1996 represents the period March 1, 1996 through December 31, 1996. The
Corporation has changed its Fiscal Year from a March 1-February 28 period to a
January 1-December 31 period, thus the ten-month Calendar 1996 is reported.
- ---------------
(1) Tax gross-up on club dues, personal use of the Corporation's property and
premiums on life insurance policies.
(2) Amount is comprised of $60,469 matching contribution to employee's 401(k)
and excess 401(k) account and $75,116 premiums on a life insurance policy
under the Executive Life Insurance Plan.
(3) Amount is comprised of $34,000 matching contribution to employee's 401(k)
account and excess 401(k) account and $133,306 attributable to the personal
portion of the premiums on life insurance policies under the Executive
Benefit Life Insurance and Supplemental Retirement Plan.
(4) Amount is comprised of $20,507 matching contribution to employee's 401(k)
and excess 401(k) accounts and $3,763 accrued pursuant to the Omark Salary
Continuation Plan.
(5) Amount is comprised of $20,159 matching contribution to employee's 401(k)
and excess 401(k) accounts and $2,132 attributable to the personal portion
of the premiums on the life insurance policies under the Executive Life
Insurance Plan.
(6) Amount is comprised of $20,006 matching contribution to the employee's
401(k) and excess 401(k) accounts and $62,193 in premiums on a life
insurance policy under the Executive Benefit Life Insurance Plan and
Supplemental Retirement Plan.
13
<PAGE> 17
OPTION GRANTS
The following table summarizes pertinent information concerning individual
grants of stock options, including the potential realizable dollar value of
grants of options made during the Transition Period to each Named Executive
Officer, assuming that the market value of the underlying security appreciates
in value, from the date of grant to the end of the option term, at the rates
indicated in the following table:
OPTION GRANTS IN TRANSITION PERIOD
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE EXPIRATION OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE DATE ----------------------------
NAME GRANTED (#) TRANSITION PERIOD ($/SHARE) (MMDDYY) 5% ($) 10% ($)
---- ----------- ----------------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John M. Panettiere 160,000 27.33% 30.8750 04-09-06 3,107,000 7,873,000
Winton M. Blount 50,000 8.54% 30.8750 04-09-06 971,000 2,460,000
James S. Osterman 40,000 6.83% 30.8750 04-09-06 777,000 1,968,000
Harold E. Layman 40,000 6.83% 30.8750 04-09-06 777,000 1,968,000
D. Joseph McInnes 40,000 6.83% 30.8750 04-09-06 777,000 1,968,000
</TABLE>
- ---------------
(1) The amounts under these columns are the result of calculations at 5% and 10%
rates which were established by rules adopted by the Securities and
Exchange Commission and therefore are not intended to forecast possible
future appreciation, if any, in the price of the Corporation's Class A
Common Stock.
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table summarizes pertinent information concerning the
exercise of stock options during the Transition Period by each of the Named
Executive Officers and the period-end value of unexercised options:
AGGREGATE OPTION EXERCISES IN THE TRANSITION PERIOD
AND PERIOD-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES PERIOD END(#) PERIOD END($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Panettiere 18,320 473,649 137,500 286,722 2,225,001 4,694,185
Winton M. Blount 0 0 0 50,000 0 375,000
James S. Osterman 25,000 317,188 3,255 80,495 24,955 1,095,358
Harold E. Layman 0 0 79,250 77,000 1,584,501 1,137,375
D. Joseph McInnes 15,000 214,688 46,250 71,000 764,375 984,125
</TABLE>
14
<PAGE> 18
PENSION PLANS
Assuming continuance of the Blount Retirement Plan in its present form,
estimated annual benefits payable to eligible employees (including executive
officers) in specific classifications following retirement at age 65 (normal
retirement age), after continuous years of credited service, are shown below:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FIVE-YEAR AVERAGE ESTIMATED ANNUAL BENEFITS FOR SPECIFIED YEARS OF CREDITED SERVICE(1), (2)
EARNINGS AT ----------------------------------------------------------------------------
RETIREMENT(3) 10 15 20 25 30 35 40 OR MORE
- ------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 52,500 $ 55,000 $ 57,500
200,000 40,000 60,000 80,000 100,000 105,000 110,000 115,000
300,000 60,000 90,000 120,000 150,000 157,500 165,000 172,500
400,000 80,000 120,000 160,000 200,000 210,000 220,000 230,000
500,000 100,000 150,000 200,000 250,000 262,500 275,000 287,500
600,000 120,000 180,000 240,000 300,000 315,000 330,000 345,000
700,000 140,000 210,000 280,000 350,000 367,500 385,000 402,500
800,000 160,000 240,000 320,000 400,000 420,000 440,000 460,000
</TABLE>
- ---------------
(1) The amounts set out above are based on the benefits under a straight life
annuity to a participant retiring at age 65 on January 1, 1997. The amounts
shown are to be reduced for offsetting amounts to be paid as social
security benefits and benefits payable under Master Annuity Contracts
(purchased upon termination of prior Retirement Plans).
(2) Under Section 415(b) of the Internal Revenue Code, as amended, the maximum
benefit payable under the Master Annuity Contracts (purchased upon
termination of prior Retirement Plans) and the Blount Retirement Plan to an
employee retiring at age 65 in 1996 is $120,000, an amount which may change
each year in accordance with a determination made by the Commissioner of
the Internal Revenue Service. In addition, Section 401(a)(17) of the
Internal Revenue Code, as amended, limits the amount of an employee's
compensation which may be taken into account under the Blount Retirement
Plan to $150,000 for 1996, an amount which also may change each year in
accordance with a similar determination. These limitations have been
disregarded for the purposes of this table since the amount of the benefit
payable in excess of the limitation is covered by the Blount International,
Inc. and Subsidiaries Supplemental Retirement Benefit Plan (the "Excess
Benefit Plan").
(3) Earnings covered by the Blount Retirement Plan are based on the
participant's base salary or wages.
The years of benefit service used to determine benefits under the Blount
Retirement Plan and the Master Annuity Contracts (purchased upon termination of
prior Retirement Plans) as of December 31, 1996, for the persons named in the
Summary Compensation Table are: Mr. Panettiere -- 5 years; Mr. Blount -- 51
years; Mr. Osterman -- 27 years; Mr. Layman -- 4 years; and Mr. McInnes -- 23
years.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
EXECUTIVE BENEFIT LIFE INSURANCE AND SUPPLEMENTAL RETIREMENT PLAN
On September 22, 1980, the Board adopted, effective August 1, 1980, an
Executive Benefit Life Insurance and Supplemental Retirement Plan (the "Keyman
Insurance Plan") for key executive officers of the Corporation and its
subsidiaries. Eligibility is determined by the Compensation and Management
Development Committee of the Board. Each participating executive officer has the
opportunity to obtain life insurance that will pay to the named beneficiary in
the event of the executive officer's death while employed by the Corporation or
one of its subsidiaries as a full-time permanent employee, an amount equal to
2 1/2 times the executive officer's annual compensation (base salary as of
August 1 of each year plus the amount of the most recent bonus paid under the
Corporation's Annual Target Incentive Plan) at the time of the executive
officer's death (the "Death Benefit"). The excess of the face amount of the
policy over the Death Benefit is paid to the Corporation. The Corporation has
ownership rights in the policy, except that the executive officer has the right
to change the beneficiary designation for the amount of the Death Benefit. All
dividends declared on the policy shall be applied at the option of the
Corporation to purchase additional paid-up insurance on the life of the
executive officer or to reduce the premiums on the policy. The Corporation pays
all premiums due on the policies.
If the executive officer retires directly from permanent full-time
employment with the Corporation or one of its subsidiaries, under certain
circumstances and subject to the election by the executive officer, the
Corporation, after withdrawing the cash value, will assign its rights in the
policy to the executive officer. In lieu of the Corporation's assignment of its
rights in the policy, the executive officer may elect to receive an optional
supplemental retirement benefit payable by the Corporation instead of all or a
15
<PAGE> 19
portion of any interest the executive officer or his beneficiary or
beneficiaries may otherwise be entitled to under the policy, and the Death
Benefit will terminate. If the executive officer retires prior to age 65, he or
she may elect a supplemental retirement benefit commencing upon such retirement
date, but the benefit will be reduced based on a formula.
Should the executive officer upon retirement at age 65 or later elect to
receive a supplemental retirement benefit under the Keyman Insurance Plan and
based on the amount of life insurance in force at the end of the Transition
Period, the persons named in the Summary Compensation Table would receive the
following annual payments from the Corporation for 15 years in addition to the
benefits payable under the Master Annuity Contract, the Excess Benefit Plan and
any Supplemental Executive Retirement Plan: Mr. Blount -- $280,000 and Mr.
McInnes -- $140,840. Messrs. Panettiere, Osterman and Layman do not participate
in the Keyman Insurance Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
The Corporation maintains a Supplemental Executive Retirement Plan for John
M. Panettiere. The Supplemental Executive Retirement Plan will provide Mr.
Panettiere with a benefit upon his normal retirement date or earlier termination
of employment equal to a benefit calculated under the benefit formula of the
Blount Retirement Plan, but based on a schedule of years of service granted to
him under the Supplemental Executive Retirement Plan rather than his actual
service, reduced by any retirement benefits payable under the Blount Retirement
Plan, the Supplemental Retirement Benefit Plan, and any retirement income
actually paid to Mr. Panettiere under any pension plan maintained by a former
employer. This Plan is administered by the Board or, at its discretion, the
Compensation and Management Development Committee of the Board. This Plan may be
amended from time to time in any respect with the consent of the other party,
but it cannot be terminated without the consent of the Board or its designated
committee and Mr. Panettiere. At the discretion of the Board and after timely
notice to Mr. Panettiere, rights to receive any benefits under this Plan may be
forfeited, suspended, reduced or terminated by the Board if it determines in
good faith that good cause as defined in this Plan has been shown. The projected
annual benefit payable to Mr. Panettiere under this Plan, in addition to the
benefits payable under the Blount Retirement Plan, the Excess Benefit Plan and
the retirement income payable under any pension plan maintained by a former
employer of Mr. Panettiere, is $256,092.
OMARK SUPPLEMENTAL RETIREMENT PLAN
The Corporation sponsors a Supplemental Retirement Plan for the key
management employees of Blount, Inc.'s Oregon Cutting Systems Division, Sporting
Equipment Division, and Forestry and Industrial Equipment Division (the "Omark
Supplemental Retirement Plan"), which was originally adopted by a predecessor
corporation, effective July 1, 1979. The Omark Supplemental Retirement Plan
provides a supplemental retirement benefit to participants equal to the excess,
if any, of (i) 50% of the participant's highest 5-year average base salary
during the last 10 years of employment before age 65, over (ii) the aggregate
amount available to the participant under the other benefit plans of the
subsidiaries and one-half the primary social security benefit. The Omark
Supplemental Retirement Plan provides for retirement at an earlier age at
reduced benefits. The Omark Supplemental Retirement Plan may be revised or
terminated by the Board. Mr. Osterman participates in the Omark Supplemental
Retirement Plan. No benefits are projected to be payable under this Plan.
OMARK RETIREMENT PROTECTION PLAN
The Corporation sponsors a Retirement Protection Plan (the "Omark
Protection Plan") for the employees of Blount, Inc.'s Oregon Cutting Systems
Division, Sporting Equipment Division, and Forestry and Industrial Equipment
Division, which was originally adopted by a predecessor corporation, effective
November 1, 1983. Participation in the Omark Protection Plan is automatic if the
amount of an individual's benefit under the Omark Retirement Plan, which was
funded by the Corporation prior to its termination on July 27, 1985, is reduced
as a result of any deferral of compensation pursuant to the Omark Deferred Plan,
which was terminated effective December 31, 1986. Benefits under the Omark
Protection Plan are limited to the amount of any reduction of benefits under the
Master Annuity Contracts (purchased upon termination of the Omark Retirement
Plan) or the Pre-1992 Omark Retirement Plan as a result of any deferral of
compensation pursuant to the Omark Deferred Plan prior to its termination. If
the benefits that are actually due under the Master Annuity Contracts or the
Blount Retirement Plan are not reduced, then no benefits are due under the Omark
Protection Plan. The Board may terminate or amend the Omark Protection Plan on
the first day of any month by giving notice to the participants. Such
termination shall not affect the rights of participants under the Omark
Protection Plan as of such date of termination. The Omark Protection Plan is
unfunded and amounts due the participants covered thereby are general
obligations of the Corporation. Mr. Osterman participates in the Omark
Protection Plan. No benefits are projected to be payable under this Plan.
OMARK SALARY CONTINUATION PLAN
The Corporation sponsors a Salary Continuation Plan for the employees of
Blount, Inc.'s Oregon Cutting Systems Division, Sporting Equipment Division, and
Forestry and Industrial Equipment Division, who participated in the former
Management
16
<PAGE> 20
Award Plan of those divisions, which was originally adopted by a predecessor
corporation, effective January 1, 1985. The Salary Continuation Plan provides
the beneficiaries of the participants with a continuation of 2 years of annual
salary when death occurs. The Board may at any time terminate or amend the
Salary Continuation Plan. Participation in the Salary Continuation Plan was
frozen effective February 28, 1990. The Salary Continuation Plan is unfunded and
amounts due the beneficiaries of the participants covered thereby are general
obligations of the Corporation. Mr. Osterman participates in the Salary
Continuation Plan.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Corporation has entered into Employment Agreements (the "Agreements")
with all of the executive officers named in the Summary Compensation Table
except for Winton M. Blount. The terms of the Agreements provide that each
executive will be paid a base salary no less than the current base salary, be
eligible to participate in the Corporation's Incentive Plans with target bonuses
ranging from 45% to 65% of base salary, participate in the Corporation's stock
option programs and all other benefit plans, arrangements and perquisites
generally available to executive officers. Two executives are covered by the
Corporation's Executive Life Insurance Program and two are covered under the
Corporation's Keyman Life Insurance and Supplemental Retirement Plan. The
Agreement with Mr. Panettiere provides for certain supplemental retirement
benefits, less any benefits from the Blount Retirement Plan, the Blount and
Subsidiaries Supplemental Retirement Plan and any pension plan of a former
employer.
The duration of each Agreement is automatically extended one day for each
day employed until such time as the executive attains his 65th birthday. Each
Agreement has a clause which prohibits the executive, for up to three years
following the termination of employment, from competing directly or indirectly
with the Corporation or disclosing proprietary or confidential information.
The Agreements contain a Change-in-Control provision under which the
executive is paid a multiple (of 24 to 36 months, depending on the executive) of
his then current base salary and an average of bonus payments recently received.
Full funding of certain benefits and immediate vesting in unvested stock options
also occur upon a Change-in-Control, as defined in the Agreements.
The Agreements also contain provisions for severance payments and benefits
(for 24 to 36 months, depending on the executive) if the Corporation terminates
the executive's employment for reasons other than death, disability or cause (as
defined in the Agreements).
In the event of death, disability or termination for cause (as defined in
the Agreements) or in the event the employer terminates his employment (except
for Change-in-Control), the Corporation's obligations under the Employment
Agreements cease and no special benefits will be paid.
A Rabbi Trust has been established by the Corporation for the purpose of
funding certain non-qualified benefits and Change-in-Control liabilities
identified in this section.
17
<PAGE> 21
PERFORMANCE GRAPH
Rules adopted by the Securities and Exchange Commission require that the
Corporation include in the proxy statement a line-graph presentation comparing
cumulative, five-year shareholder returns on an indexed basis with the
cumulative return of a broad equity market index that includes companies whose
equity securities are traded on the same exchange and either a published
industry index or an index of peer companies selected by the Corporation. Since
the Corporation is not included in the Standard and Poor's 500 Stock Index and
its equity securities are traded on the New York Stock Exchange, the New York
Stock Exchange Market Value Index was selected as the broad equity market index.
The Corporation chose a group of 11 manufacturing companies that have operations
in those industries in which the Corporation competes as its peer group for
purposes of this performance comparison. A list of these companies ("Peer
Group") follows the graph below.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
BLOUNT INTERNATIONAL, INC., A PEER GROUP, AND
NEW YORK STOCK EXCHANGE MARKET VALUE INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD BLOUNT OLD PEER NEW PEER NYSE INDEX
(FISCAL YEAR COVERED) GROUP GROUP
<S> <C> <C> <C> <C>
FEB. 1992 100.00 100.00 100.00 100.00
FEB. 1993 187.15 109.99 112.57 107.64
FEB. 1994 410.54 166.40 173.06 121.59
FEB. 1995 647.92 155.84 163.22 123.46
FEB. 1996 645.74 213.96 222.98 163.34
DEC. 1996 823.66 237.59 247.45 188.29
</TABLE>
- ---------------
(1) The companies in the Old Peer Group are as follows: Caterpillar, Inc., Deere
& Co., Figgie International A, Ingersoll-Rand Co., Kaydon Corp., Kennametal
Inc., Metromedia Internat Gr, Navistar International Corp., Regal-Beloit
Corp., Terex Corp., and the Toro Co.
(2) The New Peer Group is comprised of the Old Peer Group less Metromedia
Internat Gr, Navistar International Corp., plus Brunswick Corp. and Johnson
Worldwide Associates. The change in peer groups reflects divestitures in
certain members of the old group and the addition, in the new group, of
companies more reflective of our operating businesses.
(3) The comparison of total return on investment (change in year-end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on February 29, 1992 in each of Blount International, Inc., the Old
Peer Group, the New Peer Group, and the NYSE Market Value Index, with
investment weighted on the basis of market capitalization.
INDEBTEDNESS OF MANAGEMENT
In connection with the employment of Richard H. Irving, III as Senior Vice
President and General Counsel of the Corporation in April 1995, the Corporation
made an interest-free loan to him in August 1995 for the purchase of a home in
Montgomery, Alabama pending sale of his home in another city. The largest
aggregate amount of such indebtedness outstanding at any time during the
Transition Period was $318,719, and the entire indebtedness with interest from
and after February 15, 1997 was paid by February 28, 1997.
18
<PAGE> 22
In connection with the employment of Leonard C. Hale as Group
President -- Sporting Equipment in May 1996, the Corporation made an
interest-free loan to him in December 1996 for the purchase of a home in
Montgomery, Alabama. The largest aggregate amount of such indebtedness
outstanding at any time during the Transition Period was $78,000.
FILING DISCLOSURE
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the Corporation's directors, executive officers and persons
who beneficially own more than 10% of any class of equity securities of the
Corporation to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange and to
furnish the Corporation with copies.
Based on the review of copies of such forms received by it, or written
representations from certain reporting persons, the Corporation believes that,
during the Transition Period all filing requirements were complied with which
were applicable to its directors, officers and greater than 10% beneficial
owners.
CERTAIN TRANSACTIONS AND OTHER MATTERS
During the Transition Period, the Corporation made cash contributions of
$2,166,759 to The Blount Foundation, Inc., a charitable foundation. D. Joseph
McInnes is President and a director; Katherine Blount Miles is Vice President,
Secretary, Treasurer and a director; and Winton M. Blount is a director of The
Blount Foundation, Inc.
RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
PROPOSAL 2
Upon recommendation of the Audit Committee, the Board has appointed the
firm of Coopers & Lybrand L.L.P. as its independent auditors for the calendar
year ending December 31, 1997. Although stockholder ratification is not
required, the Board has determined that it would be desirable to request an
expression from the stockholders as to whether or not they concur in the
foregoing appointment.
Coopers & Lybrand L.L.P. has served as auditors of the consolidated
financial statements of the Corporation and its subsidiaries from year to year
since 1972. The Corporation has been advised by Coopers & Lybrand L.L.P. that
they do not have any direct financial interest or any material indirect
financial interest in the Corporation or any of its subsidiaries, and that
during the above time, Coopers & Lybrand L.L.P. has not had any connection with
the Corporation or its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee.
Representatives of Coopers & Lybrand L.L.P. and of the Audit Committee of
the Board will be present at the Meeting and will have the opportunity to make a
statement if they desire to do so. Those representatives will also be available
to respond to appropriate questions.
The Audit Committee of the Board approved all non-audit services rendered
by Coopers & Lybrand L.L.P. during the Transition Period and concluded that such
services did not affect the independence of the auditors. The audit services
provided by Coopers & Lybrand L.L.P. included the audit of the consolidated
financial statements of the Corporation for the Transition Period, audit of
certain subsidiary financial statements for the Transition Period, review of
various filings with the Securities and Exchange Commission, and performance of
such other appropriate auditing services as were required by management or the
Board. The non-audit services include, among other things, tax services and
special services regarding accounting issues.
Coopers & Lybrand L.L.P. has advised that all professional services were
provided at customary rates and terms.
The Board recommends a vote FOR ratification of the appointment of Coopers
& Lybrand L.L.P. as independent auditors for the Corporation for the calendar
year ending December 31, 1997. If the stockholders should not ratify the
appointment of Coopers & Lybrand L.L.P., the Board will reconsider the
appointment.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Stockholders may present proposals which may be proper subjects for
inclusion in the Proxy Statement and for consideration at the Annual Meeting of
Stockholders. In order to be considered, proposals must be submitted on a timely
basis. Proposals for the 1998 Annual Meeting of Stockholders must be received by
the Corporation no later than February 1, 1998. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Corporation.
19
<PAGE> 23
GENERAL INFORMATION
The Board does not presently know of any other business to be presented at
the Meeting. However, if any other matters properly come before the Meeting, the
persons whose names appear on the enclosed form or forms of proxy will vote
thereon in accordance with their best judgment.
The expenses of soliciting proxies will be paid by the Corporation. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or facsimile, by directors, officers and regular employees of the
Corporation and its subsidiaries, who, except for normal overtime pay in certain
instances, will not receive additional compensation therefor. Arrangements will
also be made with brokerage firms and other custodians, nominees and fiduciaries
for the forwarding of proxy soliciting materials to beneficial owners of the
Corporation's Class A Common Stock and Class B Common Stock, and the Corporation
will reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection therewith.
By Order of the Board of Directors,
/s/ D. JOSEPH MCINNES
D. Joseph McInnes
Executive Vice President -- Administration
and Chief Administrative Officer
and Corporate Secretary
Montgomery, Alabama
March 10, 1997
20
<PAGE> 24
[RECYCLE LOGO]
Printed on recycled paper 1180-PS-97
<PAGE> 25
APPENDIX A
DETACH HERE
PROXY
BLOUNT INTERNATIONAL, INC.
4520 EXECUTIVE PARK DRIVE
MONTGOMERY, ALABAMA 36116-1602
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 21, 1997
CLASS A COMMON STOCK
The undersigned, revoking previous proxies, if any, relating to these
shares, hereby acknowledges receipt of the Notice and Proxy Statement dated
March 10, 1997 in connection with the Annual Meeting of Stockholders to be held
at 10:00 A.M., C.D.T., on Monday, April 21, 1997, in the Wilson Auditorium at
the Montgomery Museum of Fine Arts, One Museum Drive, Montgomery, Alabama
36117, and hereby appoints RICHARD H. IRVING, III and L. DANIEL MORRIS, JR., or
either one of them acting in the absence of the other, the proxies of the
undersigned, with power of substitution to each, to represent and vote, as
designated on the reverse side, all shares of Class A Common Stock of Blount
International, Inc. registered in the name provided herein as of February 21,
1997 that the undersigned is entitled to vote at the 1997 Annual Meeting of
Stockholders, and at any adjournment thereof, with all the powers the
undersigned would have if personally present.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE> 26
BLOUNT THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by promptly
returning your proxy in the enclosed envelope.
COMPANY HIGHLIGHTS DURING 1996
- - Over $20 million invested in new products, facilities and equipment.
- - Frederick/Orbex acquisition to contribute to aggressive growth targets.
- - Record sales and profits.
- - International distribution channels provide worldwide growth potential.
- - Blount rated "investment grade" by Standard & Poor's.
- - Increased analyst awareness; eight firms with sell-side analysts now
follow Blount.
- - Increased dividend for fourth time in four years.
DETACH HERE
<TABLE>
<S> <C>
/X/ Please mark
votes at in
this example
The Board of Directors recommends a vote "FOR" proposals numbered 1 and
2. This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" PROPOSALS NUMBERED 1 AND 2.
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS 2. RATIFY THE APPOINTMENT OF COOPERS / / / / / /
NOMINEES: C. Todd Conover, Emory M. Flomar and & LYBRAND LLP as the independent
Andrew A. Sorensen auditors for the Corporation for
the year ending December 31, 1997.
/ / FOR / / WITHHELD 3. In their discretion on such other business as may properly
ALL FROM come before the meeting
NOMINEES ALL
NOMINEES
MARK HERE
/ / FOR ADDRESS / /
-------------------------------------- CHANGE AND
For all nominees except as noted above NOTE AT LEFT
Please mark, sign exactly as your name is printed hereon and
return in the enclosed envelope. If the stock is held jointly,
each joint owner must sign. When signing as Attorney, Executor,
Administrator, Trustee, Guardian or in any other representative
capacity, please give full title.
Signature: Date: Signature: Date:
------------------------------------- -------------------- -------------------------- ----------------
</TABLE>
<PAGE> 27
APPENDIX B
DETACH HERE
PROXY
BLOUNT INTERNATIONAL, INC.
4520 EXECUTIVE PARK DRIVE
MONTGOMERY, ALABAMA 36116-1602
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 21, 1997
CLASS B COMMON STOCK
The undersigned, revoking previous proxies, if any, relating to these
shares, hereby acknowledges receipt of the Notice and Proxy Statement dated
March 10, 1997 in connection with the Annual Meeting of Stockholders to be held
at 10:00 A.M., C.D.T., on Monday, April 21, 1997, in the Wilson Auditorium at
the Montgomery Museum of Fine Arts, One Museum Drive, Montgomery, Alabama
36117, and hereby appoints RICHARD H. IRVING, III and L. DANIEL MORRIS, JR., or
either one of them acting in the absence of the other, the proxies of the
undersigned, with power of substitution to each, to represent and vote, as
designated on the reverse side, all shares of Class B Common Stock of Blount
International, Inc. registered in the name provided herein as of February 21,
1997 that the undersigned is entitled to vote at the 1997 Annual Meeting of
Stockholders, and at any adjournment thereof, with all the powers the
undersigned would have if personally present.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE> 28
BLOUNT THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the meeting by promptly
returning your proxy in the enclosed envelope.
COMPANY HIGHLIGHTS DURING 1996
- - Over $20 million invested in new products, facilities and equipment.
- - Frederick/Orbex acquisition to contribute to aggressive growth targets.
- - Record sales and profits.
- - International distribution channels provide worldwide growth potential.
- - Blount rated "investment grade" by Standard & Poor's.
- - Increased analyst awareness; eight firms with sell-side analysts now
follow Blount.
- - Increased dividend for fourth time in four years.
DETACH HERE
<TABLE>
<S> <C>
/X/ Please mark
votes at in
this example.
The Board of Directors recommends a vote "FOR" proposals numbered 1 and
2. This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" PROPOSALS NUMBERED 1 AND 2.
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS 2. RATIFY THE APPOINTMENT OF COOPERS / / / / / /
NOMINEES: W. Houston Blount, Winton M. Blount, & LYBRAND LLP as the independent
R. Eugene Cartledge, H. Corbin Day, auditors for the Corporation for
Herbert J. Dickson, Mary D. Nelson, the year ending December 31, 1997.
John M. Panettiere, Arthur P. Ronan
/ / FOR / / WITHHELD 3. In their discretion on such other business as may properly
ALL FROM come before the meeting.
NOMINEES ALL
NOMINEES
MARK HERE
/ / FOR ADDRESS / /
-------------------------------------- CHANGE AND
For all nominees except as noted above NOTE AT LEFT
Please mark, sign exactly as your name is printed hereon and
return in the enclosed envelope. If the stock is held jointly,
each joint owner must sign. When signing as Attorney, Executor,
Administrator, Trustee, Guardian or in any other representative
capacity, please give full title.
Signature: Date: Signature: Date:
------------------------------------- -------------------- -------------------------- ----------------
</TABLE>
