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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Dura Automotive Systems, 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.:
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(3) Filing Party:
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(4) Date Filed:
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DURA AUTOMOTIVE SYSTEMS, INC.
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
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PROXY STATEMENT
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1999 Annual Meeting of Stockholders
May 20, 1999
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This Proxy Statement and accompanying Proxy are being furnished to the
holders of Class A common stock, par value $.01 per share, (the "Class A Stock")
and Class B common stock, par value $.01 per share, (the "Class B Stock")
(collectively the "Common Stock") of Dura Automotive Systems, Inc. ("Dura" or
the "Company") in connection with the solicitation of Proxies on behalf of the
Board of Directors of Dura (the "Board of Directors") for the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on May 20, 1999 at 1:00 p.m.
local time at Dura's operating headquarters, 2791 Research Drive, in Rochester
Hills, Michigan, and at any adjournments and postponements thereof. These Proxy
materials are being mailed on or about April , 1999 to holders of record on
April 8, 1999 of the Common Stock.
When you sign and return the enclosed Proxy and if no direction is
indicated, such proxy will be voted FOR the slate of directors described herein,
FOR the proposals set forth in Items 2, 3 and 4 in the Notice of Meeting, and,
as to any other business as may properly be brought before the Annual Meeting
and any adjournments or postponements thereof, in the discretion of the Proxy
holders.
Returning your completed Proxy will not prevent you from voting in person at
the Annual Meeting should you be present and wish to do so. In addition, you may
revoke your Proxy any time before it is voted by written notice to the Secretary
of Dura prior to the Annual Meeting or by submission of a later-dated Proxy or
by the withdrawal of your Proxy and voting in person at the Annual Meeting.
On April 8, 1999, there were 13,560,543 shares of Class A Stock and
3,325,303 shares of Class B Stock outstanding. Dura's Class A Stock and Class B
Stock are substantially identical except with respect to voting power and
conversion rights. The Class A Stock is entitled to one vote per share and the
Class B Stock is entitled to ten votes per share. The Class B Stock is
convertible at the option of the holder, and mandatorily convertible upon the
transfer thereof (except to affiliates) and upon the occurrence of certain other
events, into Class A Stock on a share-for-share basis. The Class A Stock and
Class B Stock will generally vote together as a single class on all matters
submitted to a vote of stockholders. The presence in person or by Proxy of 51%
of such votes shall constitute a quorum. Under Delaware law, abstentions are
treated as present and entitled to vote and therefore have the effect of a vote
against a matter. A broker non-vote on a matter is considered not entitled to
vote on that matter and thus is not counted in determining whether a matter
requiring approval of a majority of the shares present and entitled to vote has
been approved.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of twelve directors. The Board
of Directors has nominated and recommends the election of each of the twelve
nominees set forth below as a director of Dura to serve until the next annual
meeting of stockholders or until their successors are duly elected and
qualified. The Board of Directors expects all nominees named below to be
available for election. In case any nominee is not available, the Proxy holders
may vote for a substitute unless the Board of Directors reduces the number of
directors.
Directors will be elected at the Annual Meeting by a plurality of the votes
cast at the meeting by the holders of shares represented in person or by Proxy.
Accordingly, the twelve individuals who receive the greatest number of votes
cast by Stockholders would be elected as directors of Dura. There is no right to
cumulative voting as to any matter, including the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS.
The following sets forth information as to each nominee for election at the
Annual Meeting, including age as of April 8, 1999, principal occupation and
employment for a minimum of the past five years, directorships in other publicly
held companies and period of service as a director of Dura.
S.A. (TONY) JOHNSON, 58, has served as Chairman and a Director of Dura since
November 1990. Mr. Johnson is the founder, Chief Executive Officer and President
of Hidden Creek Industries (Hidden Creek), a private industrial management
company based in Minneapolis, Minnesota, which has provided certain management
and other services to Dura. Mr. Johnson is also the President of J2R Corporation
(J2R). Prior to forming Hidden Creek, Mr. Johnson served from 1985 to 1989 as
Chief Operating Officer of Pentair, Inc., a diversified industrial company. From
1981 to 1985, Mr. Johnson was President and Chief Executive Officer of Onan
Corp., a diversified manufacturer of electrical generating equipment and engines
for commercial, defense and industrial markets. Mr. Johnson served as Chairman
and a director of Automotive Industries Holding, Inc., a supplier of interior
trim components to the automotive industry, from May 1990 until its sale to Lear
Corporation in August 1995. Mr. Johnson is also Chairman and a director of Tower
Automotive, Inc., a manufacturer of engineered metal stampings and assemblies
for the automotive industry.
KARL F. STORRIE, 61, has served as President, Chief Executive Officer and a
Director of Dura since March 1991. Prior to joining Dura and from 1986, Mr.
Storrie was Group President of a number of aerospace manufacturing companies
owned by Coltec Industries, a multi-divisional public corporation. Prior to
becoming a Group President, Mr. Storrie was a Division President of two
aerospace design and manufacturing companies for Coltec Industries from 1981 to
1986. During his thirty-five year career, Mr. Storrie has held a variety of
positions in technical and operations management. Mr. Storrie is also a director
of Argo-Tech Corporation, a manufacturer of aircraft fuel, boost and transfer
pumps.
ROBERT E. BROOKER, JR., 61, has served as a Director of Dura since September
1996. From 1993 to 1995, Mr. Brooker was President and Chief Operating Officer
of Connell Limited Partnership. Prior thereto, Mr. Brooker served six years as
President and Chief Executive Officer at Lord Corporation. Mr. Brooker is also a
director of Full Circle Investments, a private investment company.
W.H. CLEMENT, 71, has served as a Director of Dura since 1993. Mr. Clement
serves as a consultant to Hidden Creek. From 1975 until May 1994, Mr. Clement
served as Chief Executive Officer or as President
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of Automotive Industries Holding, Inc. and its predecessor. Mr. Clement is also
a director of F&M National Corporation, a bank holding company, and Tower
Automotive, Inc.
JACK K. EDWARDS, 54, has served as a Director of Dura since December 1996.
Mr. Edwards joined Cummins Engine Co., Inc. in 1972 and has served as Executive
Vice President and Group President-- Power Generation and International since
March 1996. Mr. Edwards is also a director of David J. Joseph Co., a processor
and trader of steel scrap.
JAMES O. FUTTERKNECHT, JR., 51, has been nominated for election to serve on
the Board of Directors. Mr. Futterknecht joined Excel in 1970, was Vice
President-Corporate Sales from 1976 until 1984, was Vice President-Automotive
Products from 1984 until 1987, was Vice President-Automotive Sales and
Engineering from 1987 to 1990 and was Executive Vice President from 1990 to
1992. He was elected as President and Chief Operating Officer and was appointed
as an Excel director in 1992. In 1995, he was elected to the additional offices
of Chairman of the Board and Chief Executive Officer. Mr. Futterknecht is also a
director of Control Devices, Inc.
ROBERT R. HIBBS, 37, has served as a Director of Dura since August 1994 and
as Vice President since November 1990. Mr. Hibbs, a stockholder of J2R, has also
served as Vice President-Corporate Development of Hidden Creek since January
1994 and as its Director from April 1990 through December 1993. Prior thereto,
Mr. Hibbs worked in the corporate finance area with Drexel Burnham Lambert, an
investment banking firm, in New York from 1988 to 1990.
J. RICHARD JONES, 56, has served as Vice Chairman and a Director of Dura
since May 1998. Prior to the acquisition of Trident, Mr. Jones served as Group
President and Chief Executive Officer of Trident's predecessor from June 1992
until December 1997 and as Chairman, Chief Executive Officer and Director of
Trident from December 1997 until April 1998. From 1988 to June 1992, he served
as President and Chief Operating Officer of the Process Automation Group of FKI
(formerly known as the Process Control Group of FKI). In 1990, while serving in
such capacity, he assumed the responsibility for the reorganization of the FKI
Automotive Group. Prior thereto, Mr. Jones was Division President of Bristol
Babcock, Inc., a process control company involved in the design and manufacture
of telemetry equipment for the gas and water industry, and held a variety of
positions in engineering, vehicular systems and operational management for the
Varity Corporation.
JOHN C. JORGENSEN, 61, has served as a Director of Dura since May 1998. Mr.
Jorgensen has served as president of ORTECH CO. since March 1992, Senior Vice
President of Manufacturing for Orscheln Management Co. since April 1996 and
Executive Vice President of Orscheln Products L.L.C. since March 1992. Prior to
1992, Mr. Jorgensen was responsible for the operations at Orscheln Co.
Manufacturing.
WILLIAM L. (BARRY) ORSCHELN, 48, has served as a Director of Dura since
August 1994. Mr. Orscheln has also served as President of Alkin (and its
predecessors) since March 1994, as President of Orscheln Farm and Home since
September 1995, as President of Orscheln Properties Co., L.L.C., since October
1994 and as President of Orscheln Management Co. since December 1987. Mr.
Orscheln has served as a director of UMB Bank, a bank holding company, since
July 1989 and as a director of Orscheln Management Co. since 1987.
ERIC J. ROSEN, 38, has served as a Director of Dura since January 1995. Mr.
Rosen is Managing Director of Onex Investment Corp., a diversified industrial
corporation and an affiliate of Onex, and served as a Vice President of Onex
Investment Corp. from 1989 to February 1994. Prior thereto, Mr. Rosen
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worked in the merchant banking group at Kidder, Peabody & Co. Incorporated from
1987 to 1989. Mr. Rosen is also a director of Tower Automotive, Inc.
RALPH R. WHITNEY, JR., 63, has been nominated for election to serve on the
Board of Directors. Mr. Whitney was a director of Excel since 1983 and was
Chairman of the Board from 1983 to 1985. Mr. Whitney has been a principal of
Hammond, Kennedy, Whitney & Company, Inc., a New York, New York financial
imermediary and private investment banking firm, since 1971. Mr. Whitney is also
a director of Adage, Inc., Control Devices, Inc., IFR Systems, Inc., Selas
Corporation of America and Baldwin Technologies, Inc.
There are no family relationships between any of the foregoing persons or
any of Dura's executive officers, except that Robert J. Orscheln and William L.
Orscheln are brothers.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held five regular meetings and two special meetings
(exclusive of committee meetings) during the preceding fiscal year. The Board of
Directors has established the following committees, the functions and current
members of which are noted below. During 1998, each director attended at least
60% of the meetings of the Board of Directors and any committees on which such
director served.
EXECUTIVE COMMITTEE. The Executive Committee of the Board of Directors (the
"Executive Committee") consists of S.A. Johnson (Chairman), William L. Orscheln
and Karl Storrie. The Executive Committee has all the power and authority vested
in or retained by the Board of Directors and may exercise such power and
authority in such manner as it shall deem for the best interest of Dura in all
cases in which specific direction shall not have been given by the Board of
Directors and subject to any specific limitations imposed by law or a resolution
of the Board of Directors. The Executive Committee met six times during the
preceding fiscal year.
AUDIT COMMITTEE. The Audit Committee of the Board of Directors (the "Audit
Committee") consists of Messrs. Hibbs (Chairman), Eric J. Rosen and James L.
O'Loughlin. The Audit Committee is responsible for reviewing, as it shall deem
appropriate, and recommending to the Board of Directors, internal accounting and
financial controls for Dura and accounting principles and auditing practices and
procedures to be employed in the preparation and review of Dura's financial
statements. The Audit Committee is also responsible for recommending to the
Board of Directors independent public accountants to audit the annual financial
statements of Dura. The Audit Committee met twice during the preceding fiscal
year.
COMPENSATION COMMITTEE. The Compensation Committee of the Board of
Directors (the "Compensation Committee") consists of W.H. Clement (Chairman),
Robert E. Brooker, Jr. and Jack K. Edwards. During the last fiscal year, the
Compensation Committee had all the power and authority of the Board of Directors
with respect to salaries, compensation and benefits of directors and executive
officers of Dura and made recommendations as to the grant of options under the
1996 Key Employee Stock Option Plan ("Stock Option Plan") and the 1998 Stock
Incentive Plan (the "1998 Plan"). The Compensation Committee met three times
during the preceding fiscal year.
NOMINATING COMMITTEE. Dura does not have a nominating committee.
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COMPENSATION OF DIRECTORS
Directors who are not employees of Dura or any of its affiliates each
receive an annual fee of $16,000 for serving as a director of Dura. In addition,
each non-employee director receives $1,000 for each Board of Directors meeting
attended, $500 for each committee meeting attended and reimbursement of out of
pocket expenses incurred to attend such meetings. The non-employee directors may
choose to receive fees in the form of Class A Stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Dura's officers, directors and persons who beneficially own more than ten
percent of a registered class of Dura's equity securities to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent beneficial owners also are required by rules promulgated by the SEC to
furnish Dura with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to Dura, or
written representations that no Form 5 filings were required, Dura believes that
during the period from January 1, 1998 through December 31, 1998 all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with, except that Form 3 for Mervyn
Edgar, who was appointed a Vice President at Dura in August 1998, was filed
approximately six weeks after the applicable due date.
PROPOSALS NO. 2 AND 3
ADOPTION OF AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has approved and recommends to the stockholders
proposals to adopt an amendment to Article Four of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") to
(i) increase the number of shares of Class A Stock authorized for issuance from
30,000,000 shares to 60,000,000 shares, with a conforming increase in the number
of shares of all classes of stock the Company has authority to issue from
45,000,000 shares to 75,000,000 shares and (ii) to change certain of the voting
and conversion rights associated with the Company's Class B Stock. Each of the
proposals also seek approval to restate the Certificate of Incorporation to
reflect the foregoing amendments.
The Board of Directors recommends your approval of the following resolution:
RESOLVED, that Article Four of the Certificate of Incorporation be
amended and restated to read as set forth on EXHIBIT A to
Company's Proxy Statement relating to its 1999 Annual Meeting of
Stockholders.
PROPOSAL NO. 2--INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF CLASS A STOCK
The proposed amendment would increase the number of shares of Class A Stock
which the Company is authorized to issue from 30,000,000 to 60,000,000. As of
the Record Date, the Company had 13,560,543 shares of Class A Stock and no
shares of Preferred Stock outstanding. In addition, as of the Record Date, the
Company had 615,602 shares of Class A Stock reserved for issuance upon tender of
the remaining Excel Industries, Inc. Stock Certificates, 1,289,000 shares of
Class A Stock reserved for issuance upon
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exercise of the outstanding 7 1/2% convertible trust preferred securities issued
by the Dura Automotive Capital Trust, 3,325,303 shares reserved for issuance
upon the conversion of the Company's Class B Stock, 1,700,000 shares reserved
for issuance under the Company's stock option plans (of which options to
purchase 1,068,904 shares of Class A Stock had been granted), and 500,000 shares
reserved for issuance under the Company's Stock Purchase Plan (of which 76,738
shares have been issued as a result of employee purchases made through March 31,
1999). As a result, the Company had, as of the Record Date, an aggregate of
9,086,290 shares of Class A Stock that were not reserved and, therefore, are
available for future issuance.
The additional 30,000,000 shares would be a part of the existing class of
Class A Stock and, if and when issued, would have the same rights and privileges
as the shares of Class A Stock presently issued and outstanding. The holders of
Class A Stock of the Company are not entitled to preemptive rights or cumulative
voting. Holders of the Class A Stock are entitled to one vote per share on all
matters voted on by stockholders, including the proposed amendments.
The Board of Directors recommends the increase in the number of authorized
shares of Class A Stock so that the Board has the flexibility in the future, if
it determines that such action is appropriate in light of market conditions, to
declare stock splits in the form of stock dividends. At present, the number of
the Company's authorized shares severely limits the Board's ability to declare a
stock split, except on very limited bases (such as a 5-for-4 split). The Board
believes that a high market price for its Class A Stock may reduce the liquidity
of the Class A Stock. Therefore, the Board may want to declare stock splits in
the future. The Board has not determined to declare a stock split at this time
but may do so in the future if it concludes that a stock split would be in the
best interests of the Company and its stockholders. The market price of the
Company's stock on April 8, 1999 was $27.75.
The Board also believes that the increase in the authorized shares of Class
A Stock is necessary and appropriate because it will enable the Company to
continue to use shares of Class A Stock as consideration for acquisitions, for
compensation purposes and for capital raising. The Company recently issued
approximately 5.0 million shares of Class A Stock in connection with its
acquisition of Excel Industries, Inc. in March 1999. This amendment may also
have the effect of discouraging an attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest or otherwise, and thereby protect
the continuity of present management. If this amendment is approved, the Board
of Directors will have additional shares of Class A Stock available to effect a
sale of shares (either in public or private transactions, mergers,
consolidations or similar transactions) which would increase the number of
outstanding shares and would thereby dilute the interest of current stockholders
and/or a party attempting to obtain control of the Company. While the Company
anticipates that it may issue a significant number of shares of Class A Stock
within the next several years in connection with one or more of the foregoing
transactions, it has no existing understanding or agreement for the issuance of
any shares of Class A Stock (other than the shares currently reserved for
issuance as described above).
In the opinion of the Board of Directors, having a substantial number of
shares of Class A Stock available for future issuance upon action by the Board
of Directors gives the Company greater flexibility in meeting future needs for
stock issuances. Accordingly, the Board of Directors has determined that it is
in the best interests of the Company and its stockholders that Article Four of
the Company's Certificate of Incorporation be amended to increase the number of
authorized shares.
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VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the outstanding shares of Class A
Stock and Class B Stock, voting together as a single class, and the affirmative
vote of a majority of the outstanding shares of Class A Stock, voting as a
single class, is required to approve this proposal to increase the number of
authorized shares of Class A Stock and the restatement of the Company's
Certificate of Incorporation to reflect such increase.
PROPOSAL NO. 3--CHANGES TO CERTAIN OF THE TERMS OF THE CLASS B STOCK
The proposed amendment would change certain of the voting and conversion
provisions of the Company's Class B Stock. The issued and outstanding shares of
Class B Stock generally have identical rights to those of the Class A Stock
except with respect to voting power and conversion rights. Each share of Class B
Stock currently is entitled to ten votes on all matters submitted to a vote of
stockholders, as compared to one vote for each share of Class A Stock. Except as
otherwise required by law or the Certificate of Incorporation, the Class A Stock
and Class B Stock vote together on all matters submitted to a vote of the
stockholders, including the election of Directors. In general, Delaware
corporate law provides that the holders of an outstanding class of shares are
entitled to vote as a class upon a proposed amendment to a company's certificate
of incorporation, whether or not entitled to vote thereon under the terms of
that company's certificate of incorporation, if the amendment would change the
number of authorized shares or par value of such class or alter or change the
powers, preferences or special rights of the shares of such class so as to
affect them adversely. The Company's Certificate of Incorporation provides that
for any matter to be voted on by the stockholders which independently affects
only one class of Common Stock, without such an effect on the other class, the
affected class of Common Stock is entitled to vote as a separate class.
The Class B Stock is convertible into Class A Stock on a share-for-share
basis at the option of the holder, and mandatorily convertible upon any transfer
thereof (except to affiliates) and at any time that the MC Stockholders, which
includes Onex DHC LLC, J2R and certain stockholders affiliated with Hidden
Creek, and their affiliates in the aggregate, do not beneficially own at least
10% of the total outstanding shares of Common Stock (the "Threshold Amount").
The Class B Stock is not registered under the Exchange Act and is not listed for
trading on any national securities exchange or on the Nasdaq National Market.
The proposed amendment would make the following changes to the terms of the
Company's Class B Stock:
VOTING RIGHTS. Each share of Class B Stock will continue to be entitled to
ten votes on all matters submitted to a vote of stockholders with the Class A
Stock and Class B Stock voting together as a single class, except as otherwise
required by law or the Certificate of Incorporation. In the event that the MC
Stockholders (as defined in the Certificate of Incorporation) cease to
beneficially own the Threshold Amount, the voting rights associated with the
Class B Stock would automatically terminate and the holders of the Class B Stock
would not be entitled to vote on any matters submitted to a vote of stockholders
except as otherwise required by law.
CONVERSION RIGHTS. Each share of the Class B Stock would continue to be
convertible into Class A Stock on a share-for-share basis at the option of the
holder and would continue to automatically convert upon any transfer thereof
(except to affiliates) if the transfer occurred while the Class B Stock had ten
votes per share. The Class B Stock would not automatically convert to Class A
Stock if it were transferred
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by a holder thereof if, at the time of such transfer, the Class B Stock was not
entitled to any voting rights ("Non-Voting Class B Stock"). In addition, the
Class B Stock would no longer automatically convert into Class A Stock at the
time at which the MC Stockholders and their affiliates cease to beneficially
own, in the aggregate, at least the Threshold Amount.
The principal effect of the proposed amendment with respect to the Class B
Stock would be to eliminate the voting rights associated with the Class B Stock
at the time the MC Stockholders and their affiliates cease to beneficially own,
in the aggregate, the Threshold Amount instead of having such shares
automatically convert into shares of Class A Stock as is currently provided in
the Certificate of Incorporation. In addition, the proposed amendment would
permit a holder of Non-Voting Class B Stock to transfer such shares to any
person or entity without such shares automatically converting into shares of
Class A Stock. These changes would likely have the effect of prolonging the
existence of the Class B Stock as a separate class of Common Stock.
All of the outstanding shares of the Class B Stock are currently held by
Onex, Alkin Co. and certain other stockholders associated with the Company or
Hidden Creek, a private industrial management company which provides management
services to the Company and its affiliates. These shares currently represent
approximately 70% of the combined voting power of the outstanding Common Stock
of the Company. As a result of such stock ownership, these stockholders are able
to control the vote on all matters submitted to a vote of the stockholders of
the Company. The dual class structure was originally adopted by the Company
prior to its initial public offering in August 1996 in order to help ensure the
continuity of the Company's management. As a result of subsequent issuances of C
lass A Stock by the Company, the MC Stockholders currently beneficially own
approximately 19% of the total outstanding Common Stock. As a result, it is
likely that, without this proposed change to the Certificate of Incorporation,
the Class B Stock will automatically convert into Class A Stock upon the next
significant issuance of Class A Stock by the Company or upon the conversion of a
significant portion of the Company's outstanding convertible securities.
The proposed amendment to change the terms of the Class B Stock was proposed
to the Board by Eric J. Rosen, a representative of Onex. Mr. Rosen explained
that having the Class B Stock continue as a separate class of Common Stock, even
without any voting rights, would be beneficial to Onex as a result of certain
Canadian tax law preferences available only to equity holders with ownership
levels in excess of 10% of a class of equity securities. After making such
proposal, Mr. Rosen did not participate in any discussions regarding the merits
of such proposal and did not vote on its adoption by the Board of Directors.
Each of the other holders of the Class B Stock indicated to the Board that they
were in favor of the proposed changes to the terms of the Class B Stock.
The Board believes that the changes to the terms of the Class B Stock are in
the best interests of the Company and its stockholders. The proposed changes
have the effect of increasing the voting power of the holders of Class A Stock
at the time when the Class B Stock would have otherwise converted into Class A
Stock. The Board does not believe that prolonging the existence of the Class B
Stock will have any impact on the Company or the market for its Class A Stock.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the outstanding shares of Class A
Stock and Class B Stock, voting together as a single class, and the affirmative
vote of a majority of the outstanding shares of the Class B
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Stock, voting as a separate class, is required to approve the adoption of the
changes to the terms of the Class B Stock and the restatement of the Company's
Certificate of Incorporation to reflect such changes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
PROPOSALS NO. 2 AND 3 AS DESCRIBED HEREIN.
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed Arthur Andersen LLP as independent public accountants, to audit the
consolidated financial statements of Dura for the year ending December 31, 1999,
and to perform other appropriate services as directed by Dura's management and
the Board of Directors.
A proposal will be presented at the meeting to ratify the appointment of
Arthur Andersen LLP as Dura's independent public accountants. It is expected
that a representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions or to make a statement if he or she
so desires. If the stockholders do not ratify this appointment by the
affirmative vote of a majority of the voting power of the shares represented in
person or by Proxy at the meeting, other independent public accountants will be
considered by the Board of Directors upon recommendation of the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS DURA'S INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER BUSINESS
At the date of this Proxy Statement, Dura has no knowledge of any business
other than that described above that will be presented at the Annual Meeting. If
any other business should properly be brought before the Annual Meeting and any
adjournments or postponements thereof, the Proxies will be voted in the
discretion of the Proxy holders.
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SECURITY OWNERSHIP
The table below sets forth certain information regarding the equity
ownership of Dura as of March 1, 1999 by (i) each person or entity known to Dura
who beneficially owns five percent or more of the Common Stock of Dura, (ii)
each Director, Director Nominee and Named Executive Officer and (iii) all
Directors and executive officers of Dura as a group. Unless otherwise stated,
each of the persons named in the table has sole voting and investment power with
respect to the securities beneficially owned by it or him as set forth opposite
its or his name. Beneficial ownership of the Common Stock listed in the table
has been determined in accordance with the applicable rules and resultations
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A STOCK CLASS B STOCK
------------------------ -----------------------
<CAPTION>
DIRECTORS, OFFICERS NUMBER PERCENT NUMBER PERCENT
AND 5% STOCKHOLDERS OF SHARES OF CLASS OF SHARES OF CLASS
- ---------------------------------------------------------------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
ONEX DHC LLC(1)(2).................................................... -- -- 1,972,913 59.3%
Alkin Co.(2)(3)....................................................... -- -- 1,366,810 40.9%
J2R Corporation(2)(4)................................................. -- -- 308,211 9.3%
S.A. Johnson(2)(4).................................................... -- -- 317,879 9.6%
Karl F. Storrie(2)(5)................................................. 86,900 1.0% 115,531 3.5%
David R. Bovee(2)..................................................... 7,500 * 31,308 *
Joe A. Bubenzer(2).................................................... 9,525 * 23,814 *
Mervyn J. Edgar....................................................... 5,900 * -- --
Stephen E.K. Graham................................................... 6,250 * -- --
Robert R. Hibbs(2)(6)................................................. -- -- 316,160 9.5%
John J. Knappenberger................................................. 34,709 * -- --
Milton D. Kniss(2).................................................... 8,175 * 8,961 *
Robert E. Brooker, Jr................................................. 26,000 * -- --
W.H. Clement(2)....................................................... 2,000 * -- --
Jack K. Edwards....................................................... 6,000 * -- --
James O. Futterknecht................................................. -- -- -- --
J. Richard Jones...................................................... 16,667 * -- --
John C. Jorgensen(2)(3)............................................... -- -- 1,366,810 40.9%
James L. O'Loughlin(2)(3)............................................. -- -- 1,366,810 40.9%
Robert J. Orscheln(2)(3).............................................. -- -- 1,366,810 40.9%
William L. Orscheln(2)(3)............................................. -- -- 1,366,810 40.9%
Eric J. Rosen(1)(2)................................................... 5,000 * 1,972,913 59.3%
Scott D. Rued(2)(7)................................................... -- -- 308,211 9.3%
Ralph R. Whitney, Jr.................................................. -- -- -- --
American Express Company(8)........................................... 950,114 10.5% -- --
Dresdner RCM Global Investors LLC(9).................................. 676,400 7.5% -- --
Lazard Freres & Co. LLC(10)........................................... 809,600 8.9% -- --
All Directors and Officers as a group (19 persons).................... 215,483 2.3% 3,267,165 97.8%
</TABLE>
- ------------------------
* Less than one percent.
10
<PAGE>
(1) Reflects shares of Class B Stock held by Onex DHC LLC, which has shared
voting power over 1,972,913 shares of Common Stock (see footnote (2)) and
sole dispositive power over 1,394,913 shares of Class B Stock. Mr. Rosen, a
Director of the Company, is Managing Director of Onex Investment Corp. and
disclaims beneficial ownership of all shares of Common Stock owned by Onex
DHC LLC. Onex DHC LLC and Onex Investment Corp. are both wholly owned
subsidiaries of Onex Corporation. The address for Onex DHC LLC and Mr.
Rosen is c/o Onex Investment Corp., 712 Fifth Avenue, 40(th) Floor, New
York, New York 10019.
(2) Onex, J2R, Messrs. Johnson, Storrie, Bovee, Bubenzer, Hibbs, Kniss,
Clement, Rosen and Rued and certain of the Company's other existing
stockholders have entered into agreements pursuant to which such
stockholders agreed to vote their shares of Common Stock in the same manner
as Onex votes its shares on all matters presented to the Company's
stockholders for a vote and, to the extent permitted by law, granted to
Onex a proxy to effectuate such agreement. As a result, Onex has voting
control of approximately 59.3% of the Common Stock. All of the Company's
existing stockholders, including Alkin, have entered into an agreement
providing for the election of the Board. As a result, such stockholders
collectively have voting control over 78.6% of the Common Stock.
(3) Includes 14,420 shares issuable upon the exercise of currently exercisable
options issued to Alkin in connection with the Company's acquisition of the
automotive parking brake cable and lever business and light duty cable
business from Alkin. Alkin has granted Mr. O'Loughlin an option to acquire
[13,218] shares of the Class B Stock owned by Alkin. Messrs. Jorgensen,
O'Loughlin, R. Orscheln and W. Orscheln are officers of Alkin and, other
than Mr. W. Orscheln and R. Orscheln, each disclaimsbeneficial ownership of
the shares owned by Alkin other than the shares subject to each of their
outstanding options. The address for Alkin is 2000 U.S. Highway 63 South,
Moberly, Missouri 65270, and the address for each such individual is c/o
Alkin at the same address.
(4) Includes 308,211 shares owned by J2R, of which Mr. Johnson is President,
and 9,668 shares owned by Mr. Johnson. The address for Mr. Johnson and J2R
is c/o Dura Automotive Systems, Inc., 4508 IDS Center, Minneapolis,
Minnesota 55402.
(5) Includes 1,400 shares owned by Mr. Storrie's wife. Mr. Storrie disclaims
beneficial ownership of such shares.
(6) Includes 308,211 shares owned by J2R, of which Mr. Hibbs is a stockholder,
and 7,949 shares owned by Mr. Hibbs. Mr. Hibbs disclaims beneficial
ownership of the shares owned by J2R. The address for Mr. Hibbs is c/o Dura
Automotive Systems, Inc., 4508 IDS Center, Minneapolis, Minnesota 55402.
(7) Includes 308,211 shares owned by J2R, of which Mr. Rued is a stockholder.
Mr. Rued disclaims beneficial ownership of the shares owned by J2R. The
address for Mr. Rued is c/o Dura Automotive Systems, Inc., 4508 IDS Center,
Minneapolis, Minnesota 55402.
(8) American Express Company ("AEC") and American Express Financial Corporation
("AEFC") each reported as of December 31, 1998 shared dispositive power
with respect to 950,114 shares of Class A Stock and shared voting power
with respect to 400,114 shares of Class A Stock. IDS Discovery Fund Inc.
reported as of December 31, 1998 sole voting power and shared dispositive
power with respect to 550,000 shares of Class A Stock. The address for AEC
is American Express Tower, 200 Vesey Street, New York, New York 10285 and
the address for AEFC and IDS Discovery Fund Inc. is IDS Tower 10,
Minneapolis, Minnesota 55440.
11
<PAGE>
(9) Dresdner RCM Global Investors LLC and Dresdner RCM Global Investors US
Holdings LLC each reported as of December 31, 1998 sole voting power with
respect to 609,900 shares of Class A Stock and sole dispositive power with
respect to 676,400 shares of Class A Stock. The address for these entities
is Four Embarcadero Center, San Francisco, California 94111. Dresdner Bank
AG also reported beneficial ownership of 680,200 shares of Class A Stock as
a result of its being the parent corporation of Dresdner RCM US Holdings
LLC. The address for Dresdner Bank AG is Jurgen-Ponto-Platz 1, 60301
Frankfurt, Germany.
(10) Lazard Freres & Co. LLC reported as of December 31, 1998 sole voting power
with respect to 772,500 shares of Class A Stock and sole dispositive power
with respect to 809,600 shares of Class A Stock, representing 9.0% of the
outstanding shares of Class A Stock. The address for Lazard Freres & Co.
LLC is 30 Rockefeller Plaza, New York, New York 10020.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation packages for the years ended
December 31, 1998, 1997 and 1996 for Dura's chief executive officer and the four
other officers of Dura who were the most highly compensated officer's for the
year ended December 31, 1998 (the "Named Executive Officers"). Other than the
Stock Option Plan and the 1998 Plan, Dura does not maintain any long-term
compensation plans.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- -------------
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND SALARY BONUS COMPENSATION GRANTED COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(1) ($)(2) (#) ($)(3)
- -------------------------------------- --------- ---------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Karl F. Storrie 1998 $ 400,000 $ 550,000 $ 12,715 90,000 $ 6,906
President and Chief 1997 345,833 425,000 13,917 30,000 6,856
Executive Officer 1996 294,168 400,000 10,872 80,000 3,725
Joe A. Bubenzer 1998 239,000 160,000 -- 30,000 5,322
Senior Vice 1997 187,083 150,000 7,218 12,500 5,322
President 1996 168,000 140,000 10,424 10,000 2,637
Milton D. Kniss 1998 200,000 190,000 3,493 37,500 5,724
Vice President 1997 167,917 150,000 3,981 12,500 5,724
1996 144,000 135,000 5,082 10,000 4,512
John J. Knappenberger 1998 175,000 130,000 6,652 30,000 5,664
Vice President 1997 147,500 120,000 5,852 10,000 5,614
1996 135,000 110,000 47,156(4) 27,373 3,375
Stephen E.K. Graham 1998 175,000 125,000 8,378 30,000 5,082
Vice President and Chief 1997 92,548 140,000 8,776 25,000 5,082
Financial Officer(5)
</TABLE>
- ------------------------
(1) Includes amounts deferred by employees under Dura's 401(k) employee savings
plan, pursuant to Section 401(k) of the Internal Revenue Code.
(2) Includes the value of personal benefits and perquisites.
12
<PAGE>
(3) The amounts disclosed in this column include amounts contributed by Dura to
Dura's 401(k) employees savings plan and profit sharing plan and dollar
value of premiums paid by Dura for term life insurance on behalf of the
named executive officers.
(4) Includes $39,263 for reimbursement of relocation costs.
(5) Mr. Graham became an employee of Dura in June 1997.
OPTION GRANT TABLE
The following table shows all grants of options to acquire shares of Dura
Class A Common Stock granted to the Named Executive Officers under the Stock
Option Plan and the 1998 Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME (#)(1) FISCAL YEAR (PER SHARE) DATE 5% 10%
- ------------------------------------------ ----------- --------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
K.F. Storrie.............................. 90,000 14.3% $ 29.00 12/17/08 $ 1,641,415 $ 4,159,668
J.A. Bubenzer............................. 30,000 4.8% 29.00 12/17/08 547,138 1,386,556
S.E.K. Graham............................. 30,000 4.8% 29.00 12/17/08 547,138 1,386,556
M.D. Kniss................................ 37,500 5.9% 29.00 12/17/08 683,923 1,733,195
J.J. Knappenberger........................ 30,000 4.8% 29.00 12/17/08 547,138 1,386,556
</TABLE>
- ------------------------
(1) These options vest ratably over four years commencing one year from the date
of grant.
(2) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the Securities and Exchange
Commission. Actual gains, if any, on stock option exercises depend on future
performance of Dura's Class A Common Stock and overall stock market
conditions. No assurances can be made that the amounts reflected in these
columns will be achieved.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table shows aggregate exercise of options in the year ended
December 31, 1998 by the Named Executive Officers and the aggregate value of
unexercised options held by each Named Executive Officer as of December 31,
1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
YEAR-END(#) YEAR-END($)
---------------- ----------------------
<S> <C> <C> <C> <C>
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------------- ----------- ---------------- ----------------------
K.F. Storrie............................. 5,000 $ 83,063 82,500/112,500 $ 1,544,063/$677,813
J.A. Bubenzer............................ -- -- 8,125/44,375 96,953/310,859
S.E.K. Graham............................ -- -- 6,250/48,750 42,656/281,719
M.D. Kniss............................... -- -- 8,215/51,875 96,953/349,297
J.J. Knappenberger....................... -- -- 27,373/40,000 496,570/259,375
</TABLE>
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of Dura's Compensation Committee are W.H. Clement, Robert E.
Brooker, Jr. and Jack K. Edwards.See "Certain Relationships and Related
Transactions" for certain information concerning Onex.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Dura specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The following has been submitted by the Compensation Committee:
GENERAL EXECUTIVE OFFICER COMPENSATION POLICIES
The Compensation Committee is responsible for developing and recommending
Dura's executive compensation policies to the Board of Directors. The
Compensation Committee believes that executive compensation should be related to
the value created for Dura's stockholders. The executive officer compensation
program has been designed to attract and retain highly qualified and motivated
employees, and to reward superior performance. The executive compensation
program consists of three components:(1) base salary; (2) annual cash bonus; and
(3) long-term equity incentives.
BASE SALARY
The base salaries of the executive officers are based upon market and
competitive factors. This includes a comparison of the salaries for similar
positions at comparable companies. Increases in base salaries are based upon the
performance of the executive officers as compared to pre-established goals.
ANNUAL CASH BONUS
The annual cash bonus for the executive officers is based in part on the
overall financial performance of Dura and in part on the performance of the
executive officer. The financial performance of Dura is measured by revenue and
operating income growth and actual performance against budgeted performance. The
performance of the executive officer is measured against pre-established goals
determined prior to the beginning of the year.
LONG-TERM EQUITY INCENTIVES
The long-term equity incentives consist of awards under the Stock Option
Plan and the 1998 Plan administered by the Compensation Committee. Pursuant to
the terms of the Stock Option Plan and the 1998 Plan, options are granted at an
exercise price equal to Dura's Class A Stock price on the date the options are
granted. The Compensation Committee believes the Stock Option Plan and the 1998
Plan aligns management's long-term interests with stockholder interests, as the
ultimate compensation is based upon Dura's stock performance. The Compensation
Committee also believes the Stock Option Plan and the 1998 Plan are cost
effective methods of providing key management with long-term compensation. The
Compensation Committee approves the employees who participate in the Stock
Option Plan and the 1998 Plan based upon recommendations by the Chairman of the
Board of Directors and the Chief Executive
14
<PAGE>
Officer. The Compensation Committee determines the terms and conditions of the
options based upon individual performance, responsibility and tenure with the
Company. The Compensation Committee may also, based on the recommendation of the
Board of Directors, approve the issuance of stock option agreements not in
connection with the Stock Option Plan and the 1998 Plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
The 1998 base salary of Karl F. Storrie, Dura's Chief Executive Officer
("CEO"), of $400,000, was based upon market and competitive factors. The CEO's
annual cash bonus is determined in part based on the financial performance of
Dura and in part on the performance of the CEO. The financial performance of
Dura is measured by increases in revenues and operating income against budgeted
amounts. The performance of the CEO is measured against pre-established goals
and against Dura's long-term strategy. The CEO also participates in the Stock
Option Plan and the 1998 Plan and was granted options covering 90,000 shares
during 1998.
The foregoing report has been approved by all members of the Compensation
Committee.
Compensation Committee:
W.H. Clement, Chairman
Robert E. Brooker, Jr.
Jack K. Edwards
15
<PAGE>
PERFORMANCE GRAPH
The following graph compares Dura's cumulative total stockholder return
since the Class A Common Stock became publicly traded on August 14, 1996 with
the Nasdaq National Market Index and with the OEM Automotive Supplier Composite
Index.The OEM Automotive Supplier Composite Index consists of the following:
Amcast Industrial Corporation, Borg-Warner Automotive, Inc., BREED Technologies,
Inc., Citation Corporation, Collins & Aikman Corporation, Control Devices, Inc.,
Dana Corporation, Donnelly Corporation, Eaton Corporation, Gentex Corporation,
Hayes Lemmerz International, Inc., Intermet Corporation, Johnson Controls, Inc.,
Lear Corporation, Magna International Inc., MascoTech, Inc., Modine
Manufacturing Company, Shiloh Industries, Inc., Simpson Industries, Inc., The
Standard Products Company, STRATTEC Security Corporation, Superior Industries
International, Inc., Tower Automotive, Inc., TRW Inc. and Walbro Corporation.The
comparison is based on the assumption that $100.00 was invested on August 15,
1996 in each of the Common Stocks, the Nasdaq National Market Index and the OEM
Automotive Supplier Composite Index with dividends reinvested.
COMPARISON OF TOTAL RETURN
AMONG NASDAQ NATIONAL MARKET INDEX,
OEM AUTOMOTIVE SUPPLIER COMPOSITE INDEX
AND DURA AUTOMOTIVE SYSTEMS, INC.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DURA NASDAQ OEM SUPPLIERS
<S> <C> <C> <C>
Aug. 14, 1996 100.0 100.0 100.0
Dec. 31, 1996 155.2 113.4 113.9
Dec. 31, 1997 170.7 138.5 141.2
Dec. 31, 1998 235.3 193.4 136.8
</TABLE>
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dura, Onex, J2R, Alkin and S.A. Johnson and Robert R. Hibbs and certain
other investors are parties to a Stockholders Agreement pursuant to which each
party has agreed to vote his or its shares in the same manner that Onex votes
its shares of Dura's Common Stock.
Dura, Onex and certain stockholders including J2R, Alkin, S.A. Johnson and
Karl F. Storrie are parties to a registration agreement pursuant to which Dura
has granted certain of its stockholders rights to register shares of Dura's
Common Stock.
Dura paid fees to Hidden Creek of approximately $3.7 million in 1998 in
connection with the acquisitions of Universal, Trident and the Hinge Business,
the June 1998 common stock offering and the March 1998 trust preferred offering.
Certain officers and employees of Hidden Creek continue to provide services to
Dura.Subsequent to the termination of the management fee, a portion of the
salaries and expenses of such Hidden Creek officers and employees, of
approximately $200,000, was allocated to Dura.
In connection with the December 1991 private placement of Common Stock, Mr.
Storrie acquired 139,531 shares of Class B Stock of which 115,531 shares are
still held by Mr. Storrie. Dura loaned Mr. Storrie $75,000 in connection with
such purchase. Mr. Storrie has repaid $12,900 of the outstanding balance as of
April 8, 1999. The loan bears interest at 1 1/2% above the Base Rate, matures on
December 31, 2000 and is secured by a pledge of the shares.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 2000 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Annual Meeting in
2000 must be received by the assistant secretary of Dura Automotive Systems,
Inc., 2791 Research Drive, Rochester Hills, Michigan, 48309, not later than
December 8, 1999 to be considered for inclusion in Dura's 2000 proxy materials.
As of April 8, 1999, no proposals to be presented at the 1999 Annual Meeting had
been received by Dura.
The By-Laws provide that a stockholder wishing to present a nomination for
election of a director or to bring any other matter before an annual meeting of
stockholders must give written notice to the Company's Secretary not less than
60 days nor more than 90 days prior to the first anniversary of the previous
year's annual meeting (provided that in the event that date of the annual
meeting is changed by more than 30 days from such anniversary date, notice by
the stockholders must be received no later than the close of business on the
tenth day of the public announcement of such meeting) and that such notice must
meet certain other requirements. As a result, stockholders who intend to present
a proposal at the 2000 annual meeting without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal no
later than March 21, 2000 (assuming the date of next year's annual meeting is
not changed by more than 30 days). The Company's proxy related to the 2000
annual meeting will give discretionary voting authority to the proxy holders to
vote with respect to any such proposal that is received by the Company after
such date. Any stockholder interested in making such a nomination or proposal
should request a copy of the provisions of the By-Laws from the Secretary of the
Company.
17
<PAGE>
ADDITIONAL INFORMATION
This solicitation is being made by Dura. All expenses of Dura in connection
with this solicitation will be borne by Dura. Dura will request brokerage firms,
nominees, custodians and fiduciaries to forward Proxy materials to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and Dura's transfer agent for their reasonable out-of-pocket
expenses in forwarding such materials.
Dura will furnish without charge to each person whose Proxy is being
solicited, upon the written request of any such person, a copy of Dura's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with
the SEC, including the financial statements. Requests for copies of such Annual
Report on Form 10-K should be directed to: Dura Automotive Systems, Inc., 4508
IDS Center, Minneapolis, MN 55402.
PLEASE COMPLETE THE ENCLOSED PROXY AND MAIL IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE.
BY ORDER OF THE BOARD OF DIRECTORS,
[SIGNATURE]
DAVID R. BOVEE, ASSISTANT SECRETARY
April , 1999
18
<PAGE>
EXHIBIT A
AMENDMENT TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
ARTICLE FOUR
SECTION 1. The aggregate number of shares of stock which the Corporation
has authority to issue is 75,000,000, consisting of 5,000,000 shares of Series
Preferred Stock, par value $1.00 per share (the "Series Preferred Stock"),
60,000,000 shares of Class A Common Stock, par value $.01 per share (the "Class
A Common Stock"), and 10,000,000 shares of Class B Common Stock, par value $.01
per share (the "Class B Common Stock"). The Class A Common Stock and the Class B
Common Stock are collectively referred to herein as the "Common Securities." All
of such shares shall be issued as fully paid and non-assessable shares, and the
holder thereof shall not be liable for any further payments in respect thereof.
SECTION 2. The preferences, limitations, designations and relative rights
of the shares of each class and the qualifications, limitations or restrictions
thereof shall be as follows:
A. SERIES PREFERRED STOCK.
1. AUTHORIZATION; SERIES; PROVISIONS.
(a) The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article Four, to
provide for the issuance of shares of the Series Preferred Stock in series, and
by filing a certificate pursuant to the General Corporation Law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series and to fix the designations, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.
(b) The Series Preferred Stock may be issued from time to time in one or
more series, the shares of each series to have such powers, designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are stated and expressed
herein or in a resolution or resolutions providing for the issuance of such
series, adopted by the Board of Directors as hereinafter provided.
(c) Authority is hereby expressly granted to the Board of Directors, subject
to the provisions of this Section 2, to authorize the issuance of one or more
series of Series Preferred Stock, and with respect to each such series to fix by
resolution or resolutions providing for the issuance of such series:
(i) the maximum number of shares to constitute such series and the
distinctive designation thereof;
(ii) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights;
(iii) the dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the dividends
payable on any other class or classes or on any other series of capital
stock, and whether such dividends shall be cumulative or noncumulative;
A-1
<PAGE>
(iv) whether the shares of such series shall be subject to redemption by
the Corporation and, if made subject. to redemption, the times, prices and
other terms and conditions of such redemption;
(v) the rights of the holders of- shares of such series upon the
liquidation, dissolution or winding up of the Corporation;
(vi) whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or to
other corporate purposes and the terms and provisions relative to the
operation thereof;
(vii) whether or not the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes, or of
any other series of the same class, and if so convertible or exchangeable,
the price or prices or the rate or rates. of conversion or exchange and the
method, if any, of adjusting the same;
(viii) the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, Common Securities or any other class or
classes of stock of the Corporation ranking junior to the shares of such
series either as to dividends or upon liquidation;
(ix) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock
(including additional shares of such series or of any other series or of any
other class) ranking on a parity with or prior to the shares of such series
as to dividends or distribution of assets on liquidation, dissolution or
winding up; and
(x) any other preference and relative, participating., optional or other
special rights, and qualifications, limitations or restrictions thereof as
shall not be inconsistent with this Section 2.
2. SERIES IDENTICAL; RANK. All shares of any one series of Series
Preferred Stock shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ as to the dates
from which dividends, if any, thereon shall be cumulative; and all series shall
rank equally and be identical in all respects, except as permitted by the
foregoing provisions of paragraph 1(c) hereof; and all shares of Series
Preferred Stock shall rank senior to the Common Securities both as to dividends
and upon liquidation.
3. LIQUIDATION. In the event of any liquidation, dissolution or winding up
of the Corporation, before any payment or distribution of the assets of the
Corporation (whether capital or surplus) shall be made to or set apart for the
holders of any class or classes of stock of the Corporation ranking junior to
the Series Preferred Stock upon liquidation, the holders of the shares of the
Series Preferred Stock shall be entitled to receive payment at the rate fixed
herein or in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series, plus (if dividends on shares of such
series of Series Preferred Stock shall be cumulative) an amount equal to all
dividends (whether or not earned or declared) accumulated to the date of final
distribution to such holders; but they shall be entitled to no further payment.
If, upon any liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation or proceeds thereof, distributable among the holders
of the shares of the Series Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such assets, or the proceeds thereof,
shall be distributed among such holders ratably in accordance with the
respective amounts which would be payable on such shares if all amounts payable
thereon were paid in full.
A-2
<PAGE>
4. VOTING RIGHTS. Except as shall be otherwise stated and expressed herein
or in the resolution or resolutions of the Board of Directors providing for the
issue of any series and except as otherwise required by the laws of the State of
Delaware, the holders of shares of Series Preferred Stock shall have, with
respect to such shares, no right or power to vote on any question or in any
proceeding or to be represented at, or to receive notice of, any meeting of
stockholders.
5. REACQUIRED SHARES. Shares of any Series Preferred Stock which shall be
issued and thereafter acquired by the Corporation through purchase, redemption,
exchange, conversion or otherwise shall return to the status of authorized but
unissued Series Preferred Stock unless otherwise provided in the resolution or
resolutions of the Board of Directors.
6. INCREASE /DECREASE IN AUTHORIZED SHARES OF A SERIES. Unless otherwise
provided in the resolution or resolutions of the Board of Directors providing
for the issuance thereof, the number of authorized shares of stock of any such
series may be increased or decreased (but not below the number of shares thereof
outstanding) by resolution or resolutions of the Board of Directors. In case the
number of shares of any such series of Series Preferred Stock shall be
decreased, the shares representing such decrease shall, unless otherwise
provided in the resolution or resolutions of the Board of Directors providing
for the issuance thereof, resume the status of authorized but unissued Series
Preferred Stock, undesignated as to series.
B. COMMON SECURITIES.
Except as otherwise provided in this Section 2B of Article or as otherwise
required by applicable law, all shares of Class A Common Stock and Class B
Common Stock shall be identical in all respects and shall entitle the holders
thereof to the same rights and privileges, subject to the same qualifications,
limitations and restrictions.
1. VOTING RIGHTS. Except as otherwise provided in this Section 2B of
Article or as otherwise required by applicable law, holders of Class A Common
Stock shall be entitled to one (1) vote per share on all matters to be voted on
by the stockholders of the Corporation, and the holders of Class B Common Stock
shall be entitled to ten (10) votes per share on all such matters; PROVIDED,
HOWEVER, that holders of Class B Common Stock shall have no right to vote on any
matters to be voted on by the stockholders of the Corporation at any time after
the time at which the MC Stockholders, as defined in the Stockholders Agreement,
dated as of August 31, 1994, and amended on May 17, 1995, and their affiliates
cease to beneficially own, in the aggregate, at least ten percent (10%) of the
total outstanding shares of Common Securities. The holders of Class A Common
Stock and Class B Common Stock shall vote together as a single class on all
matters to be voted on by the stockholders of the Corporation; provided, that
for any matter to be voted on by the stockholders which independently affects
only one class of Common Securities, without such an effect on the other class,
the affected class of Common Securities shall vote as a separate class on such
matters.
2. DIVIDENDS. Subject to the rights of each series of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Securities out of any assets or funds of the Corporation legally
available for the payment of dividends, and the holders of Class A Common Stock
and Class B Common Stock shall be entitled to participate in such dividends
ratably on a per share basis; provided, that if dividends are declared which are
payable in shares of Class A Common Stock or Class B Common Stock, dividends
shall be declared which are payable at the same rate on both classes of Common
Securities and the dividends payable in shares of Class A Common Stock shall be
payable to holders of that
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<PAGE>
class of stock and the dividends payable in shares of Class B Common Stock shall
be payable to holders of that class of stock.
3. LIQUIDATION. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled in accordance with Section 2A of
Article Four, the terms of any outstanding Series Preferred Stock and applicable
law, or an amount sufficient to pay the aggregate amount to which the holders of
the Series Preferred Stock of each series shall be entitled shall have been
deposited with a bank or trust company having capital, surplus and undivided
profits of at least Twenty-Five Million Dollars ($25,000,000) as a trust fund
for the benefit of the holders of such Series Preferred Stock, the remaining net
assets, of the Corporation shall be distributed pro rata to the holders of the
Common Securities, to the exclusion of the holders of such Series Preferred
Stock.
4. CONVERSION.
4A. CONVERSION OF CLASS B COMMON STOCK.
(a) Upon the occurrence of a Conversion Event as set forth in paragraph (b)
of this subsection 4A of Article Four, Section 2B, each share of Class B Common
Stock transferred in connection with such Conversion Event shall automatically
convert into the same number of shares of Class A Common Stock. Upon the
occurrence of any Conversion Event, the holder or holders of Class B Common
Stock affected thereby shall promptly comply with the procedures for conversion
of Class B Common Stock to Class A Common Stock as set forth in subsection 4B of
this Article Four, Section 2B. Each holder of Class B Common Stock shall also be
entitled at any time to convert into the same number of shares of Class A Common
Stock any or all of the shares of such holder's Class B Common Stock pursuant to
the provisions of paragraph (c) of subsection 4A of this Article Four, Section
2B.
(b) For purposes of this subsection 4A of Article Four, Section 2B, a
"Conversion Event" shall mean any transfer of Class B Common Stock that, at the
time of such transfer, entitles the holder thereof to ten (10) votes per share,
to a person who, immediately prior to such transfer, is not an affiliate of the
transferor.
For purpose of this subsection 4A of Article Four, Section 2B, "Person"
shall include any natural person and any corporation, partnership, joint
venture, trust, unincorporated organization and any other entity or
organization, and "affiliate" shall have the meaning as set forth under Rule
12b-2 of the Regulations promulgated under the Securities Exchange Act of 1934.
(c) Each holder of Class B Common Stock is entitled at any time to convert
any or all of the shares of such holder's Class B Common Stock into the same
number of shares of Class A Common Stock by electing to do so in accordance with
the procedures set forth in subsection 4B of this Article Four, Section 2B.
4B. CONVERSION PROCEDURE.
(a) Unless otherwise provided in connection with a Conversion Event, each
conversion of shares of Class B Common Stock into shares of Class A Common Stock
shall be effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of the
Corporation at any time during normal business hours. In the case of an elective
conversion pursuant to subsection 4A(c) of this Article Four, the surrender of
the certificate or certificates representing such Class B
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<PAGE>
Common Stock shall be accompanied by a written notice by the holder of such
shares stating that the holder desires to convert the shares, or a stated number
of the shares, of such Class B Common Stock represented by such certificate or
certificates into shares of Class A Common Stock (and such statement will
obligate the Corporation to issue such shares of Class A Common Stock).
Each conversion pursuant to a Conversion Event under subsection 4A(b) shall
be deemed to have been effected as of the point in time at which such Conversion
Event was consummated. Each conversion pursuant to subsection 4A(c) shall be
deemed to have been effected as of the close of business on the date on which
such certificate or certificates have been surrendered and the corresponding
notice has been received. Immediately upon the conversion of Class B Common
Stock to Class A Common Stock, the rights of the holder of the converted Class B
Common Stock as such holder shall cease and the person or persons in whose name
or names the certificate or certificates for shares of Class A Common Stock are
to be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Class A Common Stock represented thereby.
(b) For each conversion effected pursuant to a Conversion Event under
subsection 4A (b) promptly after the surrender of certificates, the Corporation
shall issue and deliver the certificate or certificates for the Class A Common
Stock issuable upon such conversion. For each conversion effected pursuant to an
elective conversion under subsection 4A(c), promptly after the surrender of
certificates and the receipt of written notice, the Corporation shall issue and
deliver in accordance with the surrendering holder's instructions (i) the
certificate or certificates for the Class A Common Stock issuable upon such
conversion and (ii) a certificate representing any Class B Common Stock which
was represented by the certificate or certificates delivered to the Corporation
in connection with such conversion but which was not converted.
(c) The issuance of certificates for Class A Common Stock upon conversion of
Class B Common Stock will be made without charge to the holders of such shares
for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of Class
A Common Stock.
(d) The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Class A Common Stock, solely for the purpose
of issuance upon the conversion of the Class B Common Stock, such number of
shares of Class A Common Stock issuable upon the conversion of all outstanding
Class B Common Stock. All shares of Class A Common Stock which are so issuable
shall, when issued, be duly and validly issued, fully paid and nonassessable and
free from all taxes, liens and charges. The Corporation shall take all such
actions as may be necessary to assure that all such shares of Class A Common
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange or automatic
quotation system upon which shares of Class A Common Stock may be listed or
quoted (except for official notice of issuance which will be immediately
transmitted by the Corporation upon issuance).
(e) The Corporation shall not close its books against the transfer of shares
of Common Securities in any manner which would interfere with the timely
conversion of any shares of Class B Common Stock.
4C. STOCK SPLITS. If the Corporation in any manner subdivides or combines
the outstanding shares of one class of Common Securities, the outstanding shares
of the other class of Common Securities shall be proportionately subdivided or
combined in a similar manner.
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<PAGE>
C. GENERAL PROVISIONS
1. NONLIQUIDATING EVENTS. A consolidation or merger of the Corporation
with or into another corporation or corporations or a sale, whether for cash,
shares of stock, securities or properties, or any combination thereof, of all or
substantially all of the assets of the Corporation shall not be deemed or
construed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Article Four.
2. NO PREEMPTIVE RIGHTS. No holder of Series Preferred Stock or Common
Securities of the Corporation shall be entitled, as such, as a matter of right,
to subscribe for or purchase any part of any new or additional issue of stock of
any class or series whatsoever or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized and whether issued for
cash or other consideration, or by way of dividend.
A-6
<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC.
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Dura Automotive Systems, Inc., (the
"Company"), hereby appoints S.A. Johnson, Karl F. Storrie and each of them,
as proxies, each with the power to appoint his substitute, and hereby
authorizes each or either of them to represent and to vote, as designated
below, all the shares of the Class A Common Stock of the Company held of
record by the undersigned on April 8, 1999 at the 1999 Annual Meeting of
stockholders of the Company to be held on May 20, 1999 at 1:00 p.m., Eastern
Time, and at any and all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTOR, "FOR" THE
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK, "FOR"
THE CHANGES TO CERTAIN OF THE TERMS OF THE CLASS B COMMON STOCK AND "FOR" THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
DURA AUTOMOTIVE SYSTEMS, INC. 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
1 - ROBERT E. BROOKER, JR. 2 - W.H. CLEMENT 3 - JACK K. EDWARDS
4 - JAMES O. FUTTERKNECHT 5 - ROBERT R. HIBBS 6 - S.A. JOHNSON
7 - J. RICHARD JONES 8 - JOHN C. JORGENSEN 9 - WILLIAM L. ORSCHELN
10 - ERIC J. ROSEN 11 - KARL F. STORRIE 12 - RALPH R. WHITNEY
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left (except to vote for all nominees
as specified below). listed to the left.
(Instructions: To withhold authority to vote for -------------------------
any indicated nominee, write the number(s) of the | |
nominee(s) in the box provided to the right.) -------------------------
2. To increase the number of authorized shares of Class A Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve changes in certain of the terms of the Class B Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the election of Arthur Andersen LLP as the Company's Independent
Public Accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the 1999 Annual Meeting and at any
adjournment or postponement thereof.
Check appropriate box Date _______________ NO. OF SHARES
Indicate changes below: ----------------------
Address Change? [ ] Name Change? [ ] | |
----------------------
SIGNATURE(S) IN BOX
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
WHEN SHARES ARE HELD BY JOINT ISSUERS BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC.
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Dura Automotive Systems, Inc., (the
"Company"), hereby appoints S.A. Johnson, Karl F. Storrie and each of them,
as proxies, each with the power to appoint his substitute, and hereby
authorizes each or either of them to represent and to vote, as designated
below, all the shares of the Class B Common Stock of the Company held of
record by the undersigned on April 8, 1999 at the 1999 Annual Meeting of
stockholders of the Company to be held on May 20, 1999 at 1:00 p.m., Eastern
Time, and at any and all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTOR, "FOR" THE
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK, "FOR"
THE CHANGES TO CERTAIN OF THE TERMS OF THE CLASS B COMMON STOCK AND "FOR" THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
DURA AUTOMOTIVE SYSTEMS, INC. 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
1 - ROBERT E. BROOKER, JR. 2 - W.H. CLEMENT 3 - JACK K. EDWARDS
4 - JAMES O. FUTTERKNECHT 5 - ROBERT R. HIBBS 6 - S.A. JOHNSON
7 - J. RICHARD JONES 8 - JOHN C. JORGENSEN 9 - WILLIAM L. ORSCHELN
10 - ERIC J. ROSEN 11 - KARL F. STORRIE 12 - RALPH R. WHITNEY
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left (except to vote for all nominees
as specified below). listed to the left.
(Instructions: To withhold authority to vote for -------------------------
any indicated nominee, write the number(s) of the | |
nominee(s) in the box provided to the right.) -------------------------
2. To increase the number of authorized shares of Class A Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve changes in certain of the terms of the Class B Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the election of Arthur Andersen LLP as the Company's Independent
Public Accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the 1999 Annual Meeting and at any
adjournment or postponement thereof.
Check appropriate box Date _______________ NO. OF SHARES
Indicate changes below: ----------------------
Address Change? [ ] Name Change? [ ] | |
----------------------
SIGNATURE(S) IN BOX
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
WHEN SHARES ARE HELD BY JOINT ISSUERS BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
