<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UNIVERSAL MFG. CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
TO THE SHAREHOLDERS OF UNIVERSAL MFG. CO.:
Notice is hereby given that the Annual Meeting of the Shareholders of UNIVERSAL
MFG. CO. will be held at the Regency West-Best Western, 909 South 107th Avenue
(I-680 at Pacific Street), Omaha, Nebraska, on October 31, 1995 at 10:00 a.m.,
for the election of members of the Board of Directors for the ensuing year and
for the transaction of such other business as may properly come before the
meeting.
The date of record for voting at this 1995 Annual Meeting was the close of
business on August 25, 1995. Only holders of common stock as of this record
date are entitled to Notice of and to vote at the aforesaid meeting or any
adjournment thereof.
It is hoped that as many Shareholders as possible will attend in person but if
it will be impossible for you to do so, we request that you sign and return the
enclosed Proxy in the envelope provided. Returning the Proxy does not prevent a
Shareholder from attending the meeting and voting in person.
Enclosed with this Notice is the 1995 Annual Report of the Company.
By order of the Board of Directors.
Donald D. Heupel, President
T. Warren Thompson, Secretary
<PAGE>
To Be Held October 31, 1995
The enclosed proxy is solicited by the Board of Directors of Universal Mfg.
Co. for use at the Annual Meeting of Shareholders of the Company to be held on
October 31, 1995, and at any adjournment thereof. Such meeting is to be held at
Regency West - Best Western, 909 South 107th Avenue (I-680 at Pacific Street),
Omaha, Nebraska, and will commence at 10:00 o'clock a.m. Such solicitation is
being made by mail and the Company may also use its officers, directors and
regular employees to solicit proxies from shareholders either in person or by
telephone, telegraph or letter without extra compensation.
Any proxy given pursuant to such solicitation may be revoked by the
shareholder at any time prior to the voting of the proxy. Any revocation of a
proxy may be in writing delivered to the Company or by oral statement of any
shareholder in attendance at the Annual Meeting.
This solicitation is being made by the Company. The entire cost of such
solicitation, which represents the amount normally expended for a solicitation
relating to an uncontested election of directors, will be borne by the Company.
Such cost will include the cost of supplying necessary additional copies of the
solicitation material and the annual report to shareholders, for beneficial
owners of shares held of record by brokers, dealers, banks and voting trustees
and their nominees and, upon request, the reasonable expenses of such
recordholders for completing the mailing of such material and report to such
beneficial owners.
Only shareholders of record of the Company's 816,000 shares of Common Stock
outstanding as of the close of business on August 25, 1995 will be entitled to
vote. Each share of Common Stock is entitled to one vote on any matter which
may properly come before the meeting. This proxy statement and the enclosed
form of proxy are being mailed to shareholders on or about September 25, 1995.
The 1995 annual report of the Company to its shareholders is being mailed to
shareholders with this proxy statement.
September 25, 1995
<PAGE>
ELECTION OF DIRECTORS
Four directors are to be elected at this Annual Meeting to hold office
until the 1997 Annual Meeting of Shareholders or until a successor is duly
elected and qualified. The Articles of Incorporation of the Company provide for
classification of directors into two classes to be elected in alternate years
for two-year terms. The Company's current Bylaws provide for seven directors,
with four to be elected in 1995 and three to be elected in 1996. All of the
nominees are presently directors of the Company and have been previously elected
by the shareholders.
In the absence of instructions to the contrary, the proxies solicited by
the Board of Directors will be voted in favor of the election of the nominees
listed in this proxy statement. If any such nominees shall withdraw or
otherwise become unavailable, which is not expected, the proxies will be voted
for a substitute nominee who will be designated by the Board of Directors.
Shareholders have cumulative voting rights. Each shareholder of record is
entitled to as many votes as the total number of shares of Common Stock held of
record by such shareholder multiplied by the number of directors to be elected
by the shareholders. These votes may be divided among the total number of
directors to be elected or distributed among any lesser number in such
proportion as the shareholder may desire. Unless otherwise instructed, the
proxy holders will vote the proxies received by them equally for each nominee
shown in this proxy statement, reserving the right, however, to cumulate their
votes and distribute them among the nominees in their discretion. By marking
the appropriate box on the form of proxy, a shareholder may withhold authority
to vote for all of the nominees listed below or, by inserting individual names
in the blank space provided, may withhold the authority to vote for any one or
more of such nominees. Neither shares nor proxies may be voted for a greater
number of persons than the number of nominees shown below.
The Secretary of the Company, T. Warren Thompson, will tally all votes cast
in person or by proxy for the election of directors. As indicated in the proxy,
where no direction is given with respect to proposal No. 1, the proxy will be
voted for such proposal. Shareholders who neither submit a proxy nor attend the
meeting, along with broker non-votes, will not be counted as either a vote for
or against the election of a director. Directors will be elected upon receiving
a majority of the votes cast in person or by proxy at the annual meeting,
providing a quorum is present.
The following table contains certain information with respect to the
persons currently serving as directors including those persons nominated for
election at the 1995 Annual Meeting of Shareholders:
2
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Nominees:
Year First
Became Term
NAME AND PRINCIPAL OCCUPATION Age Director Expires
--- -------- -------
RICHARD W. AGEE 74 1970 1995
President, The Huntington Corporation
Real Estate Developer, Builder and Subdivider
Lincoln, Nebraska
ANTHONY H. KELLY 73 1993 1995
Retired
Sioux City, Iowa
RICHARD E. McFAYDEN 43 1984 1995
Partner, General Sales & Investment Co., a Real
Estate Investment Partnership
Professor of Business and Associate Director of
Student Services, Buena Vista University
Omaha, Nebraska
JOHN R. McHUGH 77 1963 1995
Investments
Rancho Mirage, California
Other Directors:
Year First
Became Term
NAME AND PRINCIPAL OCCUPATION Age Director Expires
--- -------- -------
DONALD D. HEUPEL 48 1985 1996
President of the Company
Algona, Iowa
HARRY W. MEGINNIS 68 1966 1996
Retired
Spirit Lake, Iowa
T. WARREN THOMPSON 65 1969 1996
Secretary-Treasurer of the Company
Commercial Real Estate Broker
Omaha, Nebraska
All directors and nominees for director have been in their respective
occupations for more than the past five years, except Harry W. Meginnis who
retired as President of
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Meginnis Ford, an automobile dealership in Lincoln, Nebraska, in January of
1992. Messrs. Kelly and McHugh are brothers-in-law.
There are no standing nominating or compensation committees of the Board of
Directors. The Board of Directors acts as a whole as the Company's Audit
Committee. The Board of Directors generally meets once each quarter. It held
four regularly scheduled meetings during the fiscal year ended July 31, 1995,
with each such meeting being a meeting of the Audit Committee, as well. As an
Audit Committee, the Board of Directors reviews financial reporting and
accounting matters, including the retaining of certified public accountants.
MANAGEMENT
----------
Executive officers of the Company, and other significant employees of the
Company, are listed below:
Name and Age Current Position and Business History
- -------------------------------------------------------------------------------
Donald D. Heupel (48) . . . . . . . . President of the Company for more than
the past five years.
Gary L. Christiansen (50) . . . . . . Vice President/Controller of the Company
since April 25, 1995; Controller of the
Company since June 25, 1990.
T. Warren Thompson (65) . . . . . . . Secretary and Treasurer of the Company
for more than the past five years.
COMPENSATION OF PRESIDENT AND DIRECTORS
---------------------------------------
The following table sets forth all compensation paid or payable by the
Company during the past fiscal year to the President of the Company, Mr. Donald
D. Heupel:
4
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR(1) SALARY COMPENSATION
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Donald D. Heupel,
President of the Company 1995 $51,341.10(2) $18,000(3)
<FN>
______________
(1) For fiscal year ended July 31, 1995.
(2) Mr. Donald Heupel was compensated in fiscal 1995 partly by fixed salary and
partly by commission expressed as a percentage of before-tax profits. Mr.
Heupel's fixed salary for fiscal 1995 was $27,600. His commission
percentage was one and one-half percent. The Board has established a
minimum monthly commission to be paid to Mr. Heupel of $1,500. The total
commission compensation paid to Mr. Heupel for fiscal 1995 was $23,741.10.
(3) Mr. Heupel was paid $18,000 in director fees.
</TABLE>
All directors of the Company were paid $1,500 per month during the last
fiscal year. In addition, Mr. Thompson was paid $2,200 during the last fiscal
year for services rendered in his capacity as Secretary-Treasurer of the
Company.
OWNERSHIP OF VOTING SECURITIES
BY OFFICERS AND DIRECTORS
------------------------------
The following table sets forth the share ownership for each of the
directors and nominees for director as of August 25, 1995:
Name and Address Amount and
of Nature of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
-------------- ----------------- -------------------- --------
Common Stock Richard W. Agee 75,592(1) 9.26%
2541 Woodleigh Lane
Lincoln, NE 68502
Common Stock Donald D. Heupel 500(2) 0.06%
219 South Avenue
Algona, IA 50511
Common Stock Anthony H. Kelly 100 0.01%
24 Ridgeview Road
Sioux City, IA 51104
Common Stock Richard E. McFayden 32,358(3) 3.96%
5215 California Street
Omaha, NE 68132
Common Stock John R. McHugh 34,731(4) 4.25%
One Wake Forest Court
Rancho Mirage, CA 92270
5
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Name and Address Amount and
of Nature of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
-------------- ----------------- -------------------- --------
Common Stock Harry W. Meginnis 2,700 0.33%
2312 Manhattan Boulevard
Spirit Lake, IA 51360
Common Stock T. Warren Thompson 27,175(5) 3.33%
10018 Fieldcrest Drive
Omaha, NE 68114
______________
(1) Includes 75,588 shares owned by his wife, Eloise Rogers Agee, with respect
to which Mr. Agee may be regarded as having shared voting power and shared
investment power.
(2) Includes 500 shares owned by him and his wife as joint tenants with respect
to which Mr. Heupel may be regarded as having shared voting power and
shared investment power.
(3) Includes 4,000 shares owned by General Sales & Investment Co. of which
Mr. McFayden is a partner and with respect to which Mr. McFayden may be
regarded as having shared voting power and shared investment power.
(4) Includes 700 shares owned by his wife, Marion McHugh, with respect to which
Mr. McHugh may be regarded as having shared voting power and shared
investment power, and also includes 33,796 shares owned by Mr. McHugh and
his wife as joint tenants with respect to which Mr. McHugh may be regarded
as having shared voting power and shared investment power.
(5) Includes 400 shares owned by his wife, Patricia M. Thompson, with respect
to which Mr. Thompson may be regarded as having shared voting power and
shared investment power.
In addition to the shared voting power and shared investment power
indicated in the above footnotes, spouses of the persons listed may be regarded
as having beneficial ownership and shared voting power and shared investment
power with respect to the shares shown.
The following table sets forth certain information as to the shares of
Common Stock beneficially owned by all officers and directors of the Company as
a group as of August 25, 1995:
Amount and Nature
Title of Class Beneficial Owner Percent of Class
-------------- ----------------- ----------------
Common Stock 173,156(1) 21.22%
____________
(1) Includes 114,984 shares with respect to which members of the group may be
regarded as having shared voting power and shared investment power.
6
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COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by a
Securities and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the last fiscal year its officers, directors and greater
than ten-percent beneficial owners complied with applicable Section 16(a) filing
requirements.
PRINCIPAL HOLDERS OF VOTING SECURITIES
--------------------------------------
The following table sets forth the names and certain information with
respect to each person who, as of August 25, 1995, was known by the Company to
be the beneficial or record owner of more than five percent (5%) of the
Company's Common Stock:
Name and Address Amount and
of Nature of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
-------------- ----------------- -------------------- --------
Common Stock Eloise Rogers Agee 75,592(1) 9.26%
2541 Woodleigh Lane
Lincoln, NE 68502
Common Stock Cede & Co. 243,266(2) 29.81%
Box 20
Bowling Green Station
New York, NY 10004
Common Stock Mary McFayden Donahue 44,258 5.42%
1301 South 80th Street
Omaha, NE 68124
Common Stock Kray & Co. 108,597(2) 13.30%
One Financial Place
440 South LaSalle Street
Chicago, IL 60605
_____________
(1) Includes four shares owned by her husband, Richard W. Agee, with respect
to which Mrs. Agee may be regarded as having shared voting power and shared
investment power.
(2) The Company's stock transfer records reflect that these shares are held in
nominee name. The Company believes these shares are beneficially owned by
more than one beneficial owner.
7
<PAGE>
In addition to the persons listed above, any spouses of the persons listed
may be regarded as having beneficial ownership and shared voting power and
shared investment power with respect to the shares shown.
FINANCIAL STATEMENTS
--------------------
The Company's annual report for the fiscal year ended July 31, 1995,
including financial statements, has accompanied or preceded the mailing of this
proxy statement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH SHAREHOLDER SOLICITED A
COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-
KSB, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR THE
FISCAL YEAR ENDED JULY 31, 1995. A WRITTEN REQUEST FOR SUCH REPORT SHOULD BE
DIRECTED TO DONALD D. HEUPEL, PRESIDENT, UNIVERSAL MFG. CO., 405 DIAGONAL
STREET, ALGONA, IOWA 50511.
AUDIT MATTERS
-------------
The Board of Directors of the Company at its meeting of July 18, 1995,
selected the accounting firm of Deloitte & Touche LLP, independent certified
public accountants, to conduct the audit examination of the Company and its
subsidiary for the fiscal year ending July 31, 1996, and to prepare the
Company's corporate income tax returns for the same fiscal year.
Representatives of the firm of Deloitte & Touche LLP are expected to be
present at the Annual Meeting of Shareholders. Such representatives will
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions from
shareholders.
SHAREHOLDERS' PROPOSALS
-----------------------
In order for any proposal of shareholders to be presented as an item of
business at the 1996 Annual Meeting of Shareholders of the Company, the proposal
must be received at the Company's principal executive offices no later than May
28, 1996.
8
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OTHER MATTERS
-------------
The Board of Directors knows of no other matter to be acted upon at the
meeting. However, if any other matter is lawfully brought before the meeting,
the shares covered by the proxy in the accompanying form will be voted on such
matter in accordance with the best judgment of the persons acting under such
proxy.
By Order of the Board of Directors
Donald D. Heupel
President
September 25, 1995
9
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UNIVERSAL MFG. CO.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON OCTOBER 31, 1995
The undersigned hereby constitutes and appoints Harry W. Meginnis and
T. Warren Thompson, or either of them, or any substitute appointed by either of
them, the undersigned's agents, attorneys and proxies to vote the number of
shares the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of UNIVERSAL MFG. CO. to be held at the Regency
West-Best Western, 909 South 107th Avenue, Omaha, Nebraska, on the 31st day of
October, 1995, at 10:00 a.m., or at any adjournment thereof.
(1) Election of Directors
/ / FOR the following nominees, for the terms of office designated in the
Company's Proxy Statement, except those listed in the blank space
below: Richard W. Agee, Anthony H. Kelly, Richard E. McFayden,
John R. McHugh
----------------------------------------------------------------------
/ / WITHHOLD authority to vote for the above-listed nominees.
INSTRUCTIONS: To withhold authority to vote for any specific nominee
or nominees, the name of such nominee or nominees for
whom authority is to be withheld should be printed on
the blank line provided above. To withhold authority
to vote for all of the above-listed nominees, the box
next to the word "WITHHOLD" should be marked.
(2) In their discretion on any other matters that may properly come before the
meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO PROPOSAL (1),
IT WILL BE VOTED FOR SUCH PROPOSAL.
DATED: ,1995.
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-----------------------------------
Signature
-----------------------------------
Signature
(When signing as attorney,
executor, administrator, trustee,
guardian or conservator, or officer
of a corporation, give full title.
All joint tenants must sign.)
