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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 /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 (Incorporated herein by reference is the
Company's Annual Report filing (ARS), filed concurrently herewith.)
/ / 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/ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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 November 18, 1997 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 1997 Annual Meeting was the close of
business on September 10, 1997. 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 1997 Annual Report of the Company.
By order of the Board of Directors.
Donald D. Heupel, President
T. Warren Thompson, Secretary
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UNIVERSAL MFG. CO.
405 DIAGONAL STREET
ALGONA, IOWA 50511
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
OF UNIVERSAL MFG. CO.
TO BE HELD NOVEMBER 18, 1997
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 November 18, 1997, 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 September 10, 1997, 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 October 10,
1997. The 1997 annual report of the Company to its shareholders is being mailed
to shareholders with this proxy statement.
October 10, 1997
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ELECTION OF DIRECTORS
Four directors are to be elected at this Annual Meeting to hold office
until the 1999 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 1997 and three to be elected in 1998. All of the
nominees are presently directors of the Company and have been previously elected
by the shareholders with the exception of Helen Ann McHugh and Thomas W.
Rasmussen, who were selected by the remaining directors to fill a vacancy on the
Board of Directors.
Helen Ann McHugh was appointed to the Board of Directors in July of
1997. Ms. McHugh has extensive work experience in the printing industry. She has
served in such areas of the industry as manufacturing, sales, warehousing and
distribution for the past eighteen years. Currently, as an Account Manager for
Caltar, Inc. in Santa Fe Springs, California, she is involved in the execution
of information management programs for her clients. Prior to her experience with
Caltar, Inc. and its predecessor, Data Access Management, Inc., Ms. McHugh
worked in sales and management positions for printing companies and as the Lead
Trial Paralegal in anti-trust litigation for a Denver, Colorado law firm. Ms.
McHugh graduated from the University of Tulsa with a Bachelor of Science degree
in 1975 and from the Denver Paralegal Institute in Denver, Colorado in 1977.
Thomas W. Rasmussen was appointed to the Board of Directors in May of
1997. Mr. Rasmussen is a second generation director and has over fifteen years
of experience in the automobile industry. He has managed two franchised
dealerships. From 1992 to the Spring of 1997, Mr. Rasmussen worked for Piper
Jaffray, Inc. Currently, Mr. Rasmussen is a dealer development manager with
Arcadia Financial, Ltd. of Minneapolis, Minnesota. Arcadia Financial, Ltd. is a
large independent indirect automobile lender.
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 share-
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holder 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 Trust Department of the First National Bank of Omaha 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 1997 Annual Meeting of Shareholders:
Nominees:
Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- ---------- -------
RICHARD W. AGEE 75 1970 1997
President, The Huntington Corporation
Real Estate Developer, Builder and Subdivider
Lincoln, Nebraska
RICHARD E. McFAYDEN 45 1984 1997
Partner, Perrigrine Partners, a Real
Estate Investment Partnership
Professor of Business and Associate Director of
Student Services, Buena Vista University
Omaha, Nebraska
HELEN ANN McHUGH 44 1997 1997
Account Manager, Caltar, Inc.
Santa Fe Springs, California
THOMAS W. RASMUSSEN 35 1997 1997
Dealer Development Manager
Arcadia Financial, Ltd.
Minneapolis, Minnesota
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Other Directors:
Year First
Became Term
Name and Principal Occupation Age Director Expires
----------------------------- --- ---------- -------
DONALD D. HEUPEL 50 1985 1998
President of the Company
Algona, Iowa
HARRY W. MEGINNIS 70 1966 1998
Retired
Palm City, Florida
T. WARREN THOMPSON 67 1969 1998
Secretary 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 Meginnis Ford, an automobile dealership in Lincoln,
Nebraska, in January of 1992, and Mr. Rasmussen who worked for Piper Jaffray
from 1992 to 1997, before assuming his current position at Arcadia Financial,
Ltd. Ms. McHugh and Mr. Rasmussen are cousins.
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,
1997, 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 (50). . . . . . . President of the Company for more
than the past five years.
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Gary L. Christiansen (52) . . . . . . . . Vice President of the Company
since April 25, 1995; Treasurer
of the Company since
October 31, 1995; Controller of
the Company from June 25, 1990,
to October 31, 1995.(1)
T. Warren Thompson (67) . . . . . . . . . Secretary of the Company for more
than the past five years;
Treasurer of the Company until
October 31, 1995.
- --------------------------------------------------------------------------------
(1) Mr. Christiansen has resigned as Vice President, Treasurer and Controller
of the Company effective as of October 10, 1997.
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:
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR(1) SALARY COMPENSATION
- --------------------------------------------------------------------------------
Donald D. Heupel, 1997 $71,899.48(2) $18,000.00(3)
President of the Company
- --------------
(1) For fiscal year ended July 31, 1997.
(2) Mr. Donald Heupel was compensated in fiscal 1997 partly by fixed salary and
partly by commission expressed as a percentage of before-tax profits. Mr.
Heupel's fixed salary for fiscal 1997 was $39,600. 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 1997 was $32,299.48.
(3) Mr. Heupel was paid $18,000 in director fees.
All directors of the Company were paid $1,500 per month during the
last fiscal year; except (1) Harry W. Meginnis was paid $16,500 due to a lost
check not paid before the end of the fiscal year; (2) Mr. Anthony H. Kelly was
paid $4,500 due to his mid-year resignation; (3) Mr. Rasmussen was paid
$3,000.00 due to his mid-year election; and (4) Ms. McHugh was not paid
directors' fees. In addition, Mr. Thompson was paid $2,800 during the last
fiscal year for services rendered in his capacity as Secretary of the Company.
Finally, the Company adopted a 401K plan (the "Plan") for its supervisory,
clerical and sales employees, effective January 1, 1997. Mr. Christiansen and
Mr. Heupel participate in the Plan.
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OWNERSHIP OF VOTING SECURITIES
BY DIRECTORS AND NOMINEES
The following table sets forth the share ownership for each of the
directors and nominees for director as of September 10, 1997:
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) .06%
219 South Avenue
Algona, IA 50511
Common Stock Richard E. McFayden 20,690 2.53%
672 Fairwood Lane
Omaha, NE 68132
Common Stock Helen Ann McHugh 2,500 0.31%
546 North Marengo Avenue
Pasadena, CA 91101
Common Stock Harry W. Meginnis 2,700 0.33%
12776 Mariner Court
Palm City, FL 34990
Common Stock Thomas W. Rasmussen 99,436(3) 12.18%(4)
5808 Xerxes Ave.
Edina, MN 55410
Common Stock T. Warren Thompson 200 0.02%
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) According to a Schedule 13D filed with the SEC on August 26, 1994,
Mr. Rasmussen disclosed that he had sole voting power over 100 shares;
shared voting power over 99,336 shares, which includes 46,136 shares held
by his mother, Patricia Ann Rasmussen and 53,200 shares held by him as
trustee of a trust of which he is one of four beneficiaries; sole
dispositive power over 53,300 shares, including 100 shares held by him
directly and 53,200 shares held by him as trustee of the aforementioned
trust; and shared dispositive power over 46,136 shares owned by Patricia
Ann Rasmussen. In such Schedule 13D, Mr. Rasmussen disclaimed beneficial
ownership of any securities held by or for the benefit of his mother,
Patricia Ann Rasmussen.
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(4) This 12.18% includes the 5.6% beneficially owned by Patricia Ann Rasmussen.
See note 3 above for further discussion.
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 September 10, 1997:
Amount and Nature of
Title of Class Beneficial Ownership Percent of Class
-------------- -------------------- ----------------
Common Stock 99,582(1) 12.2%
- ------------
(1) Includes 76,088 shares with respect to which members of the group may be
regarded as having shared voting power and shared investment power.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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
(the "SEC"). Officers, directors and greater than ten-percent shareholders are
required by a SEC 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, except Thomas W. Rasmussen and Helen Ann McHugh failed to timely
file a Form 3 report within ten (10) days of their election as a director of the
Company. Both filed a Form 3 immediately after such ten (10) day period and such
Forms were acknowledged by the SEC.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth the names and certain information with
respect to each person who, as of September 10, 1997, was known by the Company
to be the beneficial or record owner of more than five percent (5%) of the
Company's Common Stock:
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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. 408,616(2) 50.08%
Box 20
Bowling Green Station
New York, NY 10004
Common Stock Mary McFayden Donahue 46,258 5.67%
1301 South 80th Street
Omaha, NE 68124
Common Stock Patricia Ann Rasmussen 46,136(3) 5.65%
93 Palma Drive
Rancho Mirage, CA 92270
Common Stock Thomas Rasmussen 99,436(4) 12.18%(5)
5808 Xerxes Ave.
Edina, MN 55410
- ------------
(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.
(3) According to Schedule 13D filed with the SEC on August 26, 1994, Mrs.
Rasmussen disclosed that with respect to these 46,136 shares she has
shared voting power and shared dispositive power with her son, Thomas
Rasmussen.
(4) According to a Schedule 13D filed with the SEC on August 26, 1994, Mr.
Rasmussen disclosed that he had sole voting power over 100 shares;
shared voting power over 99,336 shares, which includes 46,136 shares
held by his mother, Patricia Ann Rasmussen (who is listed above) and
53,200 shares held by him as trustee of a trust of which he is one of
four beneficiaries; sole dispositive power over 53,300 shares,
including 100 shares held by him directly and 53,200 shares held by
him as trustee of the aforementioned trust; and shared dispositive
power over 46,136 shares owned by Patricia Ann Rasmussen. In such
Schedule 13D, Mr. Rasmussen disclaimed beneficial ownership of any
securities held by or for the benefit of his mother, Patricia Ann
Rasmussen.
(5) This 12.18% includes the 5.6% beneficially owned by Patricia Ann
Rasmussen (as disclosed above). See note 4 above for further
discussion.
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.
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FINANCIAL STATEMENTS
The Company's annual report for the fiscal year ended July 31, 1997,
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, 1997. 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 15, 1997,
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, 1998, 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 representations 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 1998 Annual Meeting of Shareholders of the Company, the
proposal must be received at the Company's principal executive offices no later
than May 22, 1998.
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
October 10, 1997
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UNIVERSAL MFG. CO.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 18, 1997
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 18th day of November, 1997, 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, Richard E. McFayden,
Helen Ann McHugh, Thomas W. Rasmussen
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/ / 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: ________________, 1997
_________________________________________
____________________________________
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.)
