SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
OMNIQUIP INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[OmniQuip International, Inc. Logo]
December 31, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders which will be held at the Pfister Hotel, 424 E. Wisconsin Ave.,
Milwaukee, Wisconsin 53202 at 10:00 a.m., Central Standard Time, on Tuesday,
February 16, 1999. On the following pages you will find the formal Notice of
Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted at the meeting. Accordingly,
please date, sign and return the enclosed proxy card promptly.
We hope that you will attend the meeting and look forward to
seeing you there.
Sincerely,
/s/ Donald E. Nickelson
Donald E. Nickelson
Chairman of the Board
/s/ P. Enoch Stiff
P. Enoch Stiff
President and Chief Executive Officer
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Tuesday, February 16, 1999
------------------------
To the Stockholders of
OmniQuip International, Inc.:
The Annual Meeting of Stockholders of OmniQuip International,
Inc., a Delaware corporation (the "Company" ), will be held at the Pfister
Hotel, 424 E. Wisconsin Ave., Milwaukee, Wisconsin 53202 on Tuesday, February
16, 1999, at 10:00 a.m., Central Standard Time, for the following purposes:
(1) To elect three Class III directors, each to serve until the
Annual Meeting of Stockholders in 2002 or until his successor is elected
and qualified;
(2) To ratify or reject the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company for
the fiscal year ending September 30, 1999; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof, according to the proxies'
discretion, and in their discretion.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on December
18, 1998 are entitled to notice of and to vote at the meeting. A list of
stockholders of the Company at the close of business on December 18, 1998 will
be available for inspection during normal business hours during the ten days
prior to the meeting at the offices of the Company at 222 East Main Street, Port
Washington, Wisconsin 53074 and will also be available at the meeting.
By Order of the Board of Directors,
/s/ Curtis J. Laetz
Curtis J. Laetz
Senior Vice President, Chief Administrative Officer
and Assistant Secretary
Port Washington, Wisconsin
December 31, 1998
- --------------------------------------------------------------------------------
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING. YOU
MAY REVOKE YOUR PROXY IN WRITING, OR AT THE ANNUAL MEETING IF YOU WISH TO VOTE
IN PERSON.
- --------------------------------------------------------------------------------
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
222 East Main Street
Port Washington, Wisconsin 53074
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, February 16, 1999
----------------------
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of
OmniQuip International, Inc., a Delaware corporation (the "Company" ), for use
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 10:00
a.m., Central Standard Time, Tuesday, February 16, 1999, or at any adjournment
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Stockholders. The Annual Meeting will be held at the Pfister
Hotel, 424 E. Wisconsin Ave., Milwaukee, Wisconsin 53202. The proxy is revocable
at any time prior to its exercise by delivering to the Company a written notice
of revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
This proxy material is first being sent to stockholders on or
about January 15, 1999.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on Friday,
December 18, 1998 are entitled to notice of and to vote at the Annual Meeting.
As of the close of business on that date, there were outstanding and entitled to
vote 14,271,000 shares of common stock, $0.01 par value (the "Common Stock"),
each of which is entitled to one vote. No cumulative voting rights exist under
the Company's Restated Certificate of Incorporation. For information regarding
the ownership of the Company's Common Stock by holders of more than five percent
of the outstanding shares and by the management of the Company, see "Security
Ownership of Certain Beneficial Owners and Management."
For purposes of determining the presence of a quorum and counting
votes on the matters presented, shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Annual
Meeting. Under Delaware law and the Company's Amended By-laws, the election of
directors at the Annual Meeting will be determined on the basis of a percentage
of votes cast at the Annual Meeting and requires the affirmative vote of the
holders of a plurality of the Company's Common Stock represented and voting at
the Annual Meeting for approval. All other matters expected to be submitted for
consideration at the Annual Meeting require the affirmative vote of the holders
of a majority of the Company's Common Stock represented and voting at the Annual
Meeting for approval.
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Company's Restated Certificate of Incorporation,
the Board of Directors is divided into three classes (Class I, Class II and
Class III), with all classes as nearly equal in number as possible. One class of
directors is ordinarily elected at each Annual Meeting for a three-year term or
until their successors are duly elected and qualified. The stockholders will
vote at the Annual Meeting for the election of three Class III directors, each
to serve until the Annual Meeting of Stockholders in 2002 or until his successor
is duly elected and qualified. Samuel A. Hamacher, Jay G. Henges and Robert L.
Virgil have been nominated by the Board of Directors for election as Class III
directors at the Annual Meeting. Messrs. Hamacher and Virgil are currently
members of the Board of Directors and are running for re-election. Mr. Henges
has not previously served on the Board of Directors of the Company. Joseph F.
Shaughnessy, a current member of the Board of Directors whose term expires at
the Annual Meeting, has declined to run for re-election. The Board of Directors
currently consists of nine members and there are no family relationships among
any directors or executive officers of the Company.
The persons named in the enclosed proxy will vote for the election
of the nominees named below unless authority to vote is withheld. All nominees
have consented to serve if elected. In the event that any of the nominees should
be unable to serve, the persons named in the proxy will vote for such substitute
nominee or nominees as they, in their discretion, shall determine. The Board of
Directors has no reason to believe that any nominee named herein will be unable
to serve.
The Board of Directors recommends voting "FOR" each of the
nominees named below.
The following material contains information concerning the
nominees for election as directors and the other directors of the Company.
<TABLE>
<CAPTION>
Nominees for Directors
Class III (Term of Office Expires 2002) Age Principal Occupation Director Since
- --------------------------------------- --- -------------------- --------------
<S> <C> <C> <C>
Samuel A. Hamacher........................... 46 Executive Vice President of August 1995
Harbour Group Industries,
Inc., St. Louis, Missouri
Jay G. Henges................................ 71 Chief Executive Officer of Jay ---
Henges Enterprises, Inc., St.
Louis, Missouri
Robert L. Virgil............................. 64 Principal of Edward Jones & Co., April 1997
St. Louis, Missouri
Continuing Directors
Class I (Term of Office Expires 2000) Age Principal Occupation Director Since
- ------------------------------------- --- -------------------- --------------
Paul W. Jones............................... 50 President and Chief Executive April 1997
Officer of U.S. Can
Corporation, Oak Brook,
Illinois
Donald E. Nickelson......................... 66 Chairman of the Board of the September 1996
Company, Port Washington,
Wisconsin and Vice Chairman of
Harbour Group Industries,
Inc., St. Louis, Missouri
2
<PAGE>
P. Enoch Stiff.............................. 51 President and Chief Executive September 1996
Officer of the Company, Port
Washington, Wisconsin
Class II (Term of Office Expires 2001) Age Principal Occupation Director Since
- -------------------------------------- --- -------------------- --------------
Peter S. Finley............................. 43 Private Investor, St. Louis, August 1995
Missouri
Jeffrey L. Fox.............................. 38 Vice Chairman - Operations of September 1996
Harbour Group Ltd., St. Louis,
Missouri
Jerry E. Ritter............................. 63 Chairman of the Board of Clark April 1997
Enterprises, Inc., St. Louis,
Missouri
</TABLE>
Except as set forth below, each of the nominees and the other
directors has been engaged in his principal occupation during the past five
years.
Mr. Hamacher has been the Executive Vice President of Harbour
Group Industries, Inc. ("Harbour Group") (a company which provides development
services to its affiliates), in charge of corporate development, since January
1992. From January 1988 to January 1992, he was the Vice President - Finance of
Harbour Group Ltd. ("HGL") (an affiliate of Harbour Group which provides
operations management services to manufacturing affiliates of Harbour Group).
Mr. Hamacher was elected a director of the Company in August 1995.
Mr. Henges has for the past 30 years been the owner and Chief
Executive Officer of Jay Henges Enterprises, Inc. (a company which serves the
construction industry as a subcontractor and supplier through its Henges
Interiors and Henges Insulation divisions and manufactures preassembled kiosk
structures and modular buildings through its Porta-King Building Systems
division).
Mr. Virgil has been a principal of Edward Jones & Co., a retail
investment firm, since September 1993. From September 1998 to December 1998, he
served as the David McLaughlin Visiting Professor of Accounting, Amos Tuck
School of Business Administration, Dartmouth College, Hanover, New Hampshire. He
previously served as a professor of accounting at the John M. Olin School of
Business, Washington University, St. Louis, Missouri from 1964 to September 1993
and was dean of the School of Business from 1977 to 1993 and Executive Vice
Chancellor of University Relations from 1992 to 1993. He is currently a member
of the Board of Directors of CPI Corporation, General American Life Insurance
Company and Maritz, Inc. Mr. Virgil was elected a director of the Company in
April 1997.
Mr. Jones has been the President and Chief Executive Officer and a
member of the Board of Directors of U.S. Can Corporation since April 1998. He
previously served as the President and Chief Operating Officer of the Greenfield
Division of Kennametal, Inc. from November 1997 to March 1998 and as the
President of Greenfield Industries, Inc. from November 1989 to November 1997 and
as its Chief Executive Officer from May 1993 to November 1997. Mr. Jones was
elected a director of the Company in April 1997.
Mr. Nickelson has been the Vice Chairman of Harbour Group since
1991. From 1988 to 1990, he served as President of PaineWebber Group (an
investment banking and brokerage firm). Mr. Nickelson currently serves as a
trustee of Mainstay Mutual Funds Group and as a director of Carey Diversified
LLC and Sugen, Inc. Mr. Nickelson was elected a director of the Company in
September 1996.
3
<PAGE>
Mr. Stiff has been the President and Chief Executive Officer of
the Company since September 1996 and the President and Chief Executive Officer
of TRAK International, Inc. ("TRAK"), now a wholly-owned subsidiary of the
Company, since August 1989. He previously served as the Chief Operating Officer
of TRAK from November 1987 to August 1989. Mr. Stiff was elected a director of
the Company in September 1996.
Mr. Finley is a private investor. He served as the Senior Managing
Director of Harbour Group from 1997 to 1998. He previously served as the Senior
Vice President - Corporate Development of Harbour Group from 1990 to 1997. Mr.
Finley currently serves as a member of the Advisory Board of Harbour Group. Mr.
Finley was elected a director of the Company in August 1995.
Mr. Fox has been Vice Chairman - Operations of HGL since September
1997. Mr. Fox served as Group President of HGL from 1995 until September 1997.
Mr. Fox previously served as President of Engineered Polymers Corporation (a
manufacturer of plastic material handling products that was an affiliate of
Harbour Group) from 1992 to 1995. Mr. Fox was elected a director of the Company
in September 1996.
Mr. Ritter has been a consultant to Anheuser-Busch Companies, Inc.
and Chairman of the Board of Clark Enterprises, Inc. (the general partner of the
Kiel Center and the St. Louis Blues Hockey Club) since July 1996. From March
1990 to June 1996, he served as Executive Vice President and Chief Financial and
Administrative Officer for Anheuser-Busch Companies, Inc. Mr. Ritter currently
serves as a director of The Earthgrains Company, Brown Group, Inc., and The
Kroll-O'Gara Company and as a trustee of the NationsBank Private Client Services
Board. Mr. Ritter was elected a director of the Company in April 1997.
Board Meetings - Committees of the Board
The Board of Directors of the Company held 12 meetings during the
fiscal year ended September 30, 1998. The Board of Directors presently maintains
an Executive Committee, an Audit Committee, a Compensation and Options
Committee, an Incentive Plan Committee and a Nominating Committee.
The Executive Committee consists of Messrs. Fox, Hamacher, Jones,
Nickelson and Stiff. The Executive Committee exercises all powers of the Board
of Directors, to the extent permitted by law, between meetings of the Board. The
Executive Committee was formed in April 1997 and held seven meetings during the
fiscal year ended September 30, 1998.
The Audit Committee consists of Messrs. Jones, Ritter, Shaughnessy
and Virgil. This committee recommends engagement of the Company's independent
auditors and is primarily responsible for approving the services performed by
the Company's independent auditors and for reviewing and evaluating the
Company's accounting principles and its systems of internal accounting controls.
The Audit Committee was formed in April 1997 and held two meetings during the
fiscal year ended September 30, 1998.
The Compensation and Options Committee consists of Messrs. Finley,
Hamacher, Nickelson, Ritter and Shaughnessy. This committee reviews and approves
the Company's executive compensation policy, makes recommendations concerning
the Company's employee benefit policies and exercises such powers and makes such
other compensation-related determinations as are entrusted to it by the Board of
Directors. The Compensation and Options Committee was formed in April 1997 and
held four meetings during the fiscal year ended September 30, 1998.
The Incentive Plan Committee consists of Messrs. Ritter and
Shaughnessy. This committee administers the Company's 1996 Long-Term Incentive
Plan (the "Long-Term Incentive Plan") and exercises such powers and makes such
determinations as are entrusted to it in the Long-Term Incentive Plan. The
4
<PAGE>
Incentive Plan Committee was formed in April 1997 and held four meetings during
the fiscal year ended September 30, 1998.
The Nominating Committee consists of Messrs. Hamacher, Nickelson
and Virgil. The Nominating Committee, which was formed in April 1997 and held
one meeting during the fiscal year ended September 30, 1998, recommends nominees
for election to the Board of Directors. The Nominating Committee will consider
nominees submitted by stockholders for inclusion on the recommended list of
nominees submitted by the Company and voted on at the Annual Meeting of
Stockholders in 2000 if such nominations are submitted in writing to the
Company's headquarters, Attention: Nominating Committee, no later than September
17, 1999.
During the fiscal year ended September 30, 1998 no director
attended fewer than 75% of the aggregate of (i) the total number of meetings of
the Board of Directors (held during the period for which he has been a director)
and (ii) the total number of meetings held by all committees of the Board of
Directors on which he served (during the periods that he served).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holders of More Than Five Percent Beneficial Ownership
The following table sets forth information regarding all persons
known to the Company to be the beneficial owners of more than five percent of
the Company's Common Stock as of December 18, 1998.
<TABLE>
<CAPTION>
Shares Owned Percent of
Name and Address of Beneficial Owner Beneficially Outstanding Shares
- ------------------------------------ ------------ ------------------
<S> <C> <C>
Mellon Bank Corporation (1) 1,390,495 9.74%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Prudential Insurance Company of America (1) 1,347,000 9.44%
100 Mulberry Street
Newark, New Jersey 07102
Thomson Horstmann & Bryant, Inc. (1) 816,400 5.72%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07662
Lazard Freres & Co. (1) 756,300 5.30%
30 Rockefeller Plaza
New York, New York 10020
Putnam Investment Management (1) 740,800 5.19%
One Post Office Square
Boston, Massachusetts 02109
</TABLE>
- -----------------
(1) Information obtained from Form 13F, as filed with the Securities and
Exchange Commission (the "SEC"), and reporting beneficial ownership as of
September 30, 1998.
5
<PAGE>
Beneficial Ownership of Management and Nominees
The following table sets forth information regarding the ownership
of Common Stock of the Company for each director, each director nominee, each
executive officer named in the Summary Compensation Table and all directors and
executive officers (including all executive officers named in the Summary
Compensation Table) as a group as of December 18, 1998.
<TABLE>
<CAPTION>
Shares Owned Percent of
Name of Beneficial Owner Beneficially Outstanding Shares
- ------------------------ ------------ ------------------
<S> <C> <C>
Peter S. Finley (1)................................................ 96,336 *
Jeffrey L. Fox (2)................................................. --- ---
Philip G. Franklin (3)............................................. 56,000 *
Samuel A. Hamacher (4)............................................. 5,000 *
Jay G. Henges...................................................... --- ---
Paul W. Jones (5).................................................. 4,000 *
Curtis J. Laetz (6)................................................ 84,475 *
Robert D. Melin (7)................................................ 84,375 *
Donald E. Nickelson (8)............................................ --- ---
Jerry E. Ritter (9)................................................ 5,000 *
Paul D. Roblee (10)................................................ 64,375 *
Joseph F. Shaughnessy (11)......................................... 3,000 *
P. Enoch Stiff (12)................................................ 562,550 3.9%
Robert L. Virgil (13).............................................. --- ---
--------------------------------------
All directors and executive officers (including all executive
officers named in the Summary Compensation Table) as a
group (15 persons)............................................... 985,111 6.9%
======================================
</TABLE>
- ---------------
* Less than 1.0%.
(1) Represents 94,836 shares directly owned by Mr. Finley and 1,500 shares
indirectly owned by Mr. Finley as custodian for his children. Excludes
10,000 shares issuable pursuant to options granted under the 1996
Directors Non-Qualified Stock Option Plan (the "Directors Plan") which
are not currently exercisable.
(2) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(3) Includes 40,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan.
(4) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(5) Excludes 500 shares owned by his wife as to which Mr. Jones disclaims
any beneficial ownership and 10,000 shares issuable pursuant to
options granted under the Directors Plan which are not currently
exercisable.
(6) Excludes 22,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.
(7) Excludes 22,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.
(8) Excludes 15,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(9) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(10) Excludes 22,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.
6
<PAGE>
(11) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
(12) Excludes 68,000 shares issuable pursuant to options granted under the
Long-Term Incentive Plan which are not currently exercisable.
(13) Excludes 10,000 shares issuable pursuant to options granted under the
Directors Plan which are not currently exercisable.
No agreements, formal or informal, exist among the various
executive officers and directors with respect to the voting of their shares.
EXECUTIVE OFFICERS
The following provides certain information regarding the executive
officers of the Company as of December 18, 1998 who are appointed by and serve
at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
Name Age Position(s)
- ---- --- -----------
<S> <C> <C>
P. Enoch Stiff...................... 51 Director, President and Chief Executive Officer (1)
Philip G. Franklin.................. 47 Vice President - Finance, Chief Financial Officer, Treasurer and
Secretary (2)
Curtis J. Laetz..................... 54 Senior Vice President, Chief Administrative Officer and Assistant
Secretary (3)
Richard G. Mueller.................. 49 President - OmniQuip Services Group (4)
Richard A. Solon.................... 45 Division President, Snorkel International, Inc. (5)
</TABLE>
- ---------------
(1) See information under "Election of Directors."
(2) Mr. Franklin has been the Vice President - Finance and Chief Financial
Officer of the Company since August 1996 and of TRAK since July 1996.
Prior to joining the Company, Mr. Franklin served as Chief Financial
Officer for Monarch Marking Systems, Inc. (a manufacturer of bar code
printers) from 1994 to 1996 and as Vice President - Finance for Hill
Refrigeration, Inc. (a manufacturer of refrigerated display cases) from
1990 to 1994.
(3) Mr. Laetz has been the Senior Vice President and Chief Administrative
Officer of the Company since October 1998. He previously served as the
Vice President - Marketing and Development of the Company since
September 1996 and held a similar position with TRAK since 1990.
(4) Mr. Mueller has been the President - OmniQuip Services Group since
December 1998. He previously served as a Vice President of the Company
since June 1998. Prior to joining the Company, Mr. Mueller served as
President of his own senior management consulting firm from October
1997 to June 1998. From May 1993 to October 1997, he served in various
senior executive positions with Swing-n-Slide Corp. (now called
PlayCore, Inc.) (a manufacturer of playground equipment and
recreational products), including as Chairman and Chief Executive
Officer from 1996 to 1997, President and Chief Executive Officer from
1994 to 1996 and President and Chief Operating Officer from 1993 to
1994.
(5) Mr. Solon has been the President of the Company's Snorkel International
division since October 1998. He is also the President of Snorkel
International, Inc. ("Snorkel"), a wholly-owned subsidiary of the
Company. Prior to the Company's acquisition of Snorkel from Figgie
International Inc. ("Figgie") in November 1997, Mr. Solon served as
President of Snorkel since 1991. Mr. Solon served in various management
positions with Figgie from 1979 until 1991.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
the Company for services rendered during the fiscal years indicated to the chief
executive officer and to the additional four most highly compensated executive
officers during the fiscal year ended September 30, 1998 (the "Named Executive
Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Long-Term
Compensation Compensation
------------------------------------------------- ----------------------
Stock
Option
Name & Principal Fiscal Other Annual Awards LTIP All Other
Position Year Salary (1) Bonus Compensation (4)(5) (In Shares) Payouts(8) Compensation
-------- ---- ---------- ----- ------------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff...... 1998 $215,307 $140,765 $38,649(6) 18,000 --- $ 1,790(9)
President and Chief 1997 178,939 134,924(2) 25,237(6) 275,000 $87,575 1,045(9)
Executive Officer 1996 174,736 102,000 9,865(6) --- --- 35,009(10)
Philip G. Franklin... 1998 159,904 80,620 12,361 --- --- 835(9)
Vice President - 1997 145,000 332,234(3) 9,587 40,000 --- 5,482(11)
Finance, Chief 1996 26,769 --- --- --- --- 4,155(11)
Financial Officer,
Treasurer and
Secretary(15)
Curtis J. Laetz....... 1998 127,919 65,482 17,249(7) 7,000 --- 952(9)
Senior Vice 1997 106,837 50,563(2) 10,260(7) 99,375 36,099 916(9)
President, 1996 104,606 38,063 4,714(7) --- --- 13,569(12)
Chief Administrative
Officer and Assistant
Secretary
Robert D. Melin.... 1998 117,841 67,547 18,387(7) 7,000 --- 1,555(9)
Vice President 1997 116,132 51,962(2) 17,503(7) 99,375 38,013 1,497(9)
1996 107,302 40,959 11,681(7) --- --- 14,565(13)
Paul D. Roblee...... 1998 140,212 55,651 15,534(7) 7,000 --- 265(9)
Vice President 1997 159,488 41,971(2) 12,884(7) 99,375 19,127 306(9)
1996 130,449 31,584 6,077(7) --- --- 10,224(14)
</TABLE>
- ---------------
(1) Includes amounts deferred under the 401(k) feature of the Company's
Retirement Income Savings Plan.
(2) Includes a non-recurring bonus paid in connection with the Company's
initial public offering.
(3) Includes a non-recurring signing bonus and non-recurring bonuses paid
in connection with the Company's initial public offering.
(4) Excludes certain personal benefits, the total value of which was less
than 10% of the total annual salary and bonus for each of the
executives.
(5) Includes amounts contributed by the Company under the Company's
Retirement Income Savings Plan.
(6) Includes bonuses of $15,961 in fiscal 1998, $15,961 in fiscal 1997 and
$4,504 in fiscal 1996 paid to reimburse the interest cost on a
promissory note used to purchase certain shares of Common Stock. See
"Certain Transactions - Agreements with Existing Stockholders."
8
<PAGE>
(7) Includes bonuses of $5,611 in fiscal 1998, $5,611 in fiscal 1997 and
$1,584 in fiscal 1996 paid to reimburse the interest cost on
promissory notes used to purchase certain shares of Common Stock. See
"Certain Transactions - Agreements with Existing Stockholders."
(8) Reflects amounts paid out under a deferred compensation plan which
permitted the senior management and directors to defer 25% of their
annual bonus for a period of three years. This arrangement was
terminated in fiscal 1996.
(9) Reflects amount paid for premiums on a life insurance policy.
(10) Reflects amounts accrued under the Company's deferred compensation
plan described in note 8 above and $1,009 paid for premiums on a life
insurance policy.
(11) Reflects $142 paid for premiums on a life insurance policy in fiscal
1997 and relocation expenses of $5,340 and $4,155 paid in fiscal 1997
and 1996, respectively.
(12) Reflects amounts accrued under the Company's deferred compensation
plan described in note 8 above and $881 paid for premiums on a life
insurance policy.
(13) Reflects amounts accrued under the Company's deferred compensation
plan described in note 8 above and $1,440 paid for premiums on a life
insurance policy.
(14) Reflects amounts accrued under the Company's deferred compensation
plan described in note 8 above and $224 paid for premiums on a life
insurance policy.
(15) Mr. Franklin joined the Company as Vice President - Finance and Chief
Financial Officer of TRAK in July 1996.
Options
The following table sets forth information concerning options
granted during the fiscal year ended September 30, 1998 under the Company's
stock option plans to the Named Executive Officers.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
----------------------------------------------------
Percentage of
Total Potential Realizable Value
Number of Options at Assumed Annual Rates
Securities Granted Per of Stock Price
Underlying to Employees Share Appreciation
Options in Exercise Expiration For Option Term (2)
Name Granted Fiscal 1998 Price Date 5% 10%
---- ------- ----------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff........ 18,000 4.1(1) $10.75 9/22/08 $121,691.11 $308,389.17
Philip G. Franklin.... --- --- --- --- --- ---
Curtis J. Laetz....... 7,000 1.6(1) 10.75 9/22/08 47,324.32 119,929.12
Robert D. Melin....... 7,000 1.6(1) 10.75 9/22/08 47,324.32 119,929.12
Paul D. Roblee........ 7,000 1.6(1) 10.75 9/22/08 47,324.32 119,929.12
</TABLE>
- ---------------
(1) Options to acquire a total of 440,500 shares were granted under the
Long-Term Incentive Plan in fiscal 1998, the purpose of which is to
provide a financial incentive to key employees who are in a position to
make significant contributions to the Company. Options granted under
the Long-Term Incentive Plan have an exercise price equal to the market
price on the date of grant. Options become exercisable with respect to
one fourth of the shares covered thereby on each anniversary of the
date of grant, commencing on the second anniversary of such date.
(2) Potential realizable value is calculated based on an assumption that
the price of the Company's Common Stock appreciates at the annual rate
shown (5% and 10%), compounded annually, from the date of grant of the
option until the end of the option term. The value is net of the
exercise price
9
<PAGE>
but is not adjusted for the taxes that would be due upon exercise. The
5% and 10% assumed rates of appreciation are mandated by the rules of
the SEC and do not in any way represent the Company's estimate or
projection of future stock prices.
The following table sets forth information concerning option
exercises and the value of unexercised options held by the Named Executive
Officers as of September 30, 1998.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Fiscal Year 1998 and
Fiscal Year-End Option Values
Value of Unexercised,
Number of Unexercised In-the-Money
Options at Options at
September 30, 1998 September 30, 1998
----------------------------- -------------------------------
Shares
Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
P. Enoch Stiff........ --- --- --- 68,000 --- ---(1)
Philip G. Franklin.... --- --- --- 40,000 --- ---(1)
Curtis J. Laetz....... --- --- --- 22,000 --- ---(1)
Robert D. Melin....... --- --- --- 22,000 --- ---(1)
Paul D. Roblee........ --- --- --- 22,000 --- ---(1)
</TABLE>
- ---------------
(1) No options held by this Named Executive Officer at September 30, 1998
were in-the-money.
Compensation Committee Interlocks and Insider Participation
In April 1997, the Company formed a Compensation and Options
Committee. The members of the Compensation and Options Committee are Messrs.
Finley, Hamacher, Nickelson, Ritter and Shaughnessy. No member of the
Compensation and Options Committee is an executive officer of the Company. Prior
to the Company's initial public offering, Messrs. Hamacher and Finley served as
Executive Vice President and Vice President, respectively, of the Company and
held similar positions with TRAK and Lull International, Inc. Mr. Hamacher and
Mr. Nickelson are officers of Harbour Group. The Company pays Harbour Group and
its affiliate, HGL, for providing certain consulting and related services. See
"Certain Transactions - Related Party Transactions."
Compensation of Directors
Each director who is not an employee of the Company is entitled to
receive an annual fee of $10,000 and additional fees of $750 for attendance at
each meeting of the full Board of Directors and $500 for attendance at each
meeting of a committee of the Board of Directors. Directors are also entitled to
reimbursement for their expenses incurred in attending meetings.
1996 Directors Non-Qualified Stock Option Plan. The Company
maintains the Directors Plan, which provides for the granting of options to the
Company's directors who are not employees of the Company, for up to an aggregate
250,000 shares of Common Stock.
The Directors Plan, by its express terms, provided for the grant
of options thereunder to each eligible director serving on March 20, 1997, the
date of the Company's initial public offering, with respect to 10,000 shares of
Common Stock, and an additional option to the Chairman of the Board of Directors
(provided he was an eligible director) with respect to 5,000 shares of Common
Stock, in each case at the initial public offering price of $14.00 per share. In
addition, the Directors Plan provides for the grant of
10
<PAGE>
options to each person first becoming an eligible director subsequent to the
date of the Company's initial public offering with respect to 10,000 shares of
Common Stock and the grant of an additional option to each person first becoming
Chairman of the Board subsequent to such date (provided such person is an
eligible director) with respect to 5,000 shares of Common Stock.
Options granted or to be granted under the Directors Plan may not
be exercised for a period of two years from the date of grant and thereafter
become exercisable on a cumulative basis in 25% increments beginning on the
second anniversary of the date of grant and concluding on the fifth anniversary
of the date of grant. All options granted under the Directors Plan expire ten
years from the date of grant.
Options granted or to be granted under the Directors Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant. Upon exercise, the exercise price must
be paid in full in cash or such other consideration as the Board or any
committee thereof may permit.
Set forth below is information with respect to options outstanding
under the Directors Plan.
<TABLE>
<CAPTION>
Exercise Price
Name Date of Grant Number of Shares Per Share
- ----------------------------------- -------------- ---------------- -----------------------------------
<S> <C> <C> <C>
Peter S. Finley................ 3/20/97 10,000 $14.00
Jeffrey L. Fox................. 3/20/97 10,000 14.00
Samuel A. Hamacher............. 3/20/97 10,000 14.00
Paul W. Jones.................. 4/10/97 10,000 13.25
Donald E. Nickelson............ 3/20/97 15,000 14.00
Jerry E. Ritter................ 4/10/97 10,000 13.25
Joseph F. Shaughnessy.......... 4/10/97 10,000 13.25
Robert L. Virgil............... 4/10/97 10,000 13.25
</TABLE>
Except as set forth above, no options have been granted under the
Directors Plan, and no outstanding options are presently exercisable.
Indemnification and Limitation of Liability
The Company's Restated Certificate of Incorporation provides that
the Company's directors are not liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duties, except under certain
circumstances, including breach of the director's duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law or any transaction from which the director derived improper
personal benefit. The Company's Amended By-laws provide for the indemnification
of the Company's directors and officers to the full extent permitted by the
Delaware General Corporation Law.
Board Compensation and Options Committee Report on Executive Compensation
The Compensation and Options Committee (the "Committee"), composed
entirely of non-employee members of the Board of Directors, reviews, recommends
and approves changes to the Company's compensation policies and programs for the
chief executive officer, other senior executives and certain key employees. The
Committee also makes recommendations concerning the Company's employee benefit
policies and exercises such powers and makes such other compensation-related
determinations as are entrusted to it by the Board of Directors. The Incentive
Plan Committee, composed entirely of non-
11
<PAGE>
employee, independent members of the Board of Directors, administers the
Long-Term Incentive Plan and exercises the powers entrusted to it in the
Long-Term Incentive Plan.
In the Committee's discharge of its responsibilities, it considers
compensation, primarily of the chief executive officer, all other executive
officers and certain other officers, and sets overall policy and considers in
general the basis of the levels of compensation of other key employees.
Policy and Objectives. Recognizing its role as a key
representative of the stockholders, the Committee seeks to promote the interests
of stockholders by attempting to align management's remuneration, benefits and
perquisites with the economic well-being of the Company. Since the achievement
of operational objectives should, over time, represent the primary determinant
of share price, the Committee links elements of compensation of executive
officers and certain key employees with the Company's operating performance. In
this way, objectives under a variety of compensation programs should eventually
reflect the overall performance of the Company. By adherence to the above
program, the compensation process should provide for enhancement of stockholder
value. Basically, the Committee seeks the successful implementation of the
Company's business strategy by attracting and retaining talented managers
motivated to accomplish these stated objectives. The Committee attempts to be
fair and competitive in its views of compensation. Thus, rewards involve both
business and individual performance. The key ingredients of the program consist
of base salary, annual cash incentives and long-term stock-based incentives.
Base Salary. As a general principle, base salaries for the chief
executive officer, as well as other executive officers of the Company, are
determined by comparing salary data for similar positions in companies that
match the Company's size in sales and earnings. In 1997, the Committee
commissioned a study performed by an independent employee benefits consulting
firm to evaluate executive compensation at such companies. The results of this
study were considered by the Committee in setting target compensation, composed
of base salary and bonus, for the executive officers of the Company, including
the chief executive officer. Target base salary for each of the Company's
executive officers generally approximates the 50th percentile amount in the
salary survey for the corresponding position. The Committee anticipates that it
will periodically use updated versions of this study or other independent
studies or salary surveys of companies comparable to the Company as a component
in the determination of base salary for executive officers. In addition, the
performance of each executive officer of the Company, including the chief
executive officer of the Company, is evaluated annually and salary adjustments
are also based on various factors including revenue growth, earnings per share
improvement, increases in cash flow, new product development, market
appreciation for publicly traded securities, reduction of debt, personal
performance and position in the salary study or survey range.
Cash Incentive Compensation. To reward performance, the chief
executive officer and other executive officers are eligible for annual cash
bonuses. Actual bonuses for fiscal 1998 for the chief executive officer and
other executive officers of the Company were based on pre-set objectives related
to actual corporate performance, as adjusted for acquisitions completed during
the year. For fiscal 1999, the Company has adopted a variable pay incentive
plan. Incentive compensation under the plan will be based upon a combination of
overall corporate performance and the achievement of operating goals and
objectives designed to improve the performance of the Company and enhance
stockholder value. Target bonuses for each of the Company's executive officers,
including the chief executive officer, generally approximate the 50th percentile
amount in the salary survey for the corresponding position, with the ability to
earn additional amounts based upon performance.
Stock-Based Incentives. In September 1996, the Company established
the Long-Term Incentive Plan pursuant to which equity incentives covering up to
1,600,000 shares of Common Stock may be awarded to key officers and employees of
the Company. The Long-Term Incentive Plan is intended to promote the interests
of the Company and its stockholders by attracting and retaining exceptional
executive personnel and
12
<PAGE>
other key employees of the Company and its subsidiaries, motivating such
employees by means of stock options and performance-related incentives to
achieve long-range performance goals, and enabling such employees to participate
in the long-term growth and financial success of the Company. The Long-Term
Incentive Plan was administered by the Board of Directors prior to the Company's
initial public offering and thereafter by the Incentive Plan Committee, which
consists solely of two directors who are "non-employee directors" as defined in
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and "outside directors" as defined in Section 162(m) of the Internal
Revenue Code of 1986.
The Long-Term Incentive Plan provides for the granting of four
types of awards on a stand alone, combination, or tandem basis, including
incentive stock options, non-qualified stock options, restricted shares and
performance stock awards. The Long-Term Incentive Plan provides for the award of
up to a total of 1,600,000 shares of Common Stock, provided that the total
number of shares with respect to which awards are granted in any one fiscal year
may not exceed 100,000 shares to any individual employee and 400,000 shares in
the aggregate (after giving effect to cancellations and forfeitures), and the
total number of shares with respect to which grants of restricted and
performance stock awards are made in any one fiscal year shall not exceed 50,000
shares to any individual employee and 100,000 shares in the aggregate (subject,
in each case, to adjustment in the event of a stock split, stock dividend,
combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, or other such change). No payments or contributions are
required to be made by the employees who participate in the Long-Term Incentive
Plan other than the payment of any purchase price upon the exercise of a stock
option.
To date, the Company has granted non-qualified stock options and
restricted shares under the Long-Term Incentive Plan. Options granted to
employees during fiscal 1998 have an exercise price equal to the market price of
the Common Stock on the date of grant and may not be exercised for a period of
two years from the date of grant and thereafter become exercisable on a
cumulative basis in 25% increments beginning on the second anniversary of the
date of grant and concluding on the fifth anniversary of the date of grant. The
Company has thus far granted restricted shares to assist in the recruitment of
key personnel. Restricted shares granted during fiscal 1998 vest from one to
five years from the date of grant, depending upon the vesting terms agreed to by
the Company and each such key employee. As of December 18, 1998, the Company had
outstanding options to acquire 729,250 shares of the Company's Common Stock and
21,000 restricted shares of Common Stock.
Except as otherwise provided in the Long-Term Incentive Plan, the
Board may at any time terminate, and, from time to time, amend or modify the
Long-Term Incentive Plan. Any such action of the Board may be taken without the
approval of the Company's stockholders, but only to the extent that such
stockholder approval is not required by applicable law or regulation.
Furthermore, no amendment, modification, or termination of the Long-Term
Incentive Plan shall adversely affect any awards already granted to a
participant without his or her consent. No amendment or modification of the
Long-Term Incentive Plan may change any performance goal, or increase the
benefits payable for the achievement of a performance goal, once established for
a performance stock award.
Compensation and Options Committee
Samuel A. Hamacher, Chairman
Peter S. Finley
Donald E. Nickelson
Jerry E. Ritter
Joseph F. Shaughnessy
13
<PAGE>
Performance Graph
The following table presents the cumulative return for the
Company, the CRSP Index for Nasdaq Stock Market (U.S. Companies) and an index
comprised of six companies which the Company believes to present a
representative peer group of the Company. The Nasdaq Stock Market and the peer
group data have been provided by the Center for Research in Security Prices,
Chicago, Illinois, without independent verification by the Company.
Comparison of Cumulative Total Returns
Date Company Index Market Index Peer Index
---- ------------- ------------ ----------
09/30/96 98.276 91.651
10/31/96 97.190 84.235
11/29/96 103.198 96.861
12/31/96 103.105 93.651
01/31/97 110.433 96.389
02/28/97 104.325 96.493
03/21/97 100.000 100.000 100.000
03/31/97 100.000 97.512 98.278
04/30/97 89.655 100.561 107.005
05/30/97 138.793 111.957 117.247
06/30/97 159.483 115.386 129.838
07/31/97 172.414 127.565 131.762
08/29/97 137.931 127.371 137.673
09/30/97 126.787 134.898 130.055
10/31/97 115.574 127.915 122.990
11/28/97 132.031 128.556 117.694
12/31/97 137.640 126.497 118.720
01/30/98 160.508 130.463 117.012
02/27/98 172.661 142.707 132.552
03/31/98 170.935 147.968 135.235
04/30/98 161.438 150.475 137.649
05/29/98 151.579 142.217 132.022
06/30/98 127.828 152.243 125.024
07/31/98 104.508 150.582 110.152
08/31/98 77.800 121.148 94.425
09/30/98 64.833 137.855 97.289
Companies in the Self-Determined Peer Group
Case Corp Caterpillar Inc
Gehl Company Gradall Industries Inc
JLG Industries Inc Terex Corp New
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 03/21/97.
14
<PAGE>
CERTAIN TRANSACTIONS
Related Party Transactions
In connection with the founding of the Company by Harbour Group
and HGL, on August 16, 1995, Harbour Group Investments III, L.P. ("Investments
L.P."), Uniquip-HGI Associates, L.P. ("Uniquip L.P.") and P. Enoch Stiff
purchased 9,225,000 shares, 1,125,000 shares and 337,500 shares, respectively,
of the Company's Common Stock for approximately $0.56 per share payable
$5,209,411.76 in cash, $600,000 in cash and $35,294.12 by a promissory note and
$190,588.24 in cash, respectively. On September 20, 1995, Mr. Stiff purchased an
additional 225,000 shares of the Company's Common Stock for approximately $0.56
per share payable $200 in cash and $126,859 by a promissory note. On September
20, 1995, Curtis J. Laetz and three other officers of the Company each purchased
84,375 shares of the Company's Common Stock for approximately $0.56 per share
payable $75 in cash and $47,572 by a promissory note. Harbour Group and HGL are
affiliates of Investments L.P. and Uniquip L.P. Certain members of the Board of
Directors of the Company are officers of Harbour Group and HGL. See "Election of
Directors."
In connection with the acquisitions of TRAK and Lull Industries,
Inc. ("Lull"), the Company incurred junior subordinated indebtedness evidenced
by subordinated notes (the "Subordinated Notes") in the principal amounts of
$2,000,000 and $14,000,000, respectively. Investments L.P. held the subordinated
note in the principal amount of $2,000,000 and guaranteed the Company's
obligations under the subordinated note in the principal amount of $14,000,000.
The Company repaid the entire balance of indebtedness outstanding under the
Subordinated Notes from the net proceeds received by the Company from its
initial public offering.
The Company engages HGL and Harbour Group to provide certain
management consulting services to the Company for which payments totaling
$668,000, $601,000 and $141,000 were made by the Company to HGL for the fiscal
years ended September 30, 1996, 1997 and 1998, respectively. In connection with
the acquisitions of TRAK, Lull and Snorkel, the Company paid fees to Harbour
Group and affiliates of approximately $1,224,000 in the aggregate for investment
banking, corporate development and other services, including fees of $550,000
paid in the fiscal year ended September 30, 1998. The Company has entered into
an Operations Consulting and Advisory Services Agreement (the "HGL Services
Agreement") with HGL, pursuant to which HGL will continue to provide management
consulting services to the Company for a one-year term from September 30, 1996,
which term automatically renews from year to year until terminated by the
Company or HGL upon 30 days notice. Under the HGL Services Agreement, the
Company will compensate HGL for management consulting services at HGL's
approximate costs incurred in performing such services. The Company has also
entered into a Corporate Development Consulting and Advisory Services Agreement
(the "HGI Services Agreement") with Harbour Group, an affiliate of HGL, pursuant
to which Harbour Group will continue to provide corporate development services
to the Company for a one-year term from September 30, 1996, which term
automatically renews from year to year until terminated by the Company or
Harbour Group upon 30 days notice. Under the HGI Services Agreement, the Company
will compensate Harbour Group for corporate development services by paying an
annual fee equal to the greater of $100,000 or Harbour Group's approximate costs
incurred in performing such services, plus a transaction fee equal to an amount
which ranges from two and one half percent of the first $1.0 million of the
purchase price to one half of one percent of the portion of the purchase price
in excess of $4.0 million for each completed acquisition or disposition by the
Company during the term of the HGI Services Agreement, subject to a minimum fee
per transaction of $125,000.
The Company was included in an insurance program maintained by HGL
providing workers compensation and employer's liability, general liability and
automobile liability and physical damage insurance coverage for all companies
controlled by Harbour Group or its affiliates. The insurance program included a
15
<PAGE>
retrospective rating plan and automatic premium adjustment plan, which provided
for calculations of the premiums for the insurance program based on the
application of rating formulae to actual incurred losses and reserves for future
losses which required adjustment of the premiums retrospectively. The Company
also entered into an Insurance Agreement with HGL pursuant to which it had
agreed to reimburse HGL, and HGL had agreed to reimburse the Company, for their
respective pro rata shares of any retrospective premium adjustment. The Company
substantially ceased participation in the insurance program upon completion of
its initial public offering. The Company continued to participate in a similar
program administered by HGL providing commercial umbrella and excess umbrella
coverage until November 1997. The Company did not experience any difficulty in
obtaining comparable insurance and the costs of such insurance have not been
materially different from that charged under the HGL program.
The Company believes that each of the related party transactions
described herein was on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties.
In connection with the Company's initial public offering in March
1997 and an additional offering in March 1998, the Company, Investments L.P.,
Uniquip L.P. and, solely in connection with the offering in March 1998, Mr.
Stiff entered into indemnification agreements providing for indemnification
against certain potential liabilities arising in connection with such offerings,
including liabilities under the Securities Act.
Agreements with Existing Stockholders
As described above, Mr. Stiff, on August 16, 1995, acquired
337,500 shares of Common Stock for $190,588.24 in cash, a price determined by
the Board of Directors of the Company. In connection with the purchase of such
shares of Common Stock, Mr. Stiff entered into an Investment Agreement with
Investments L.P. and the Company (the "Investment Agreement") providing for,
among other things, restrictions on transfer of such shares, registration rights
with respect to such shares, the grant of an option to Investments L.P. to
purchase such shares in certain circumstances, a right of first refusal for
Investments L.P. in the event of certain offers to purchase such shares,
"tag-along" and "drag-along" rights in the event of certain sales of the Common
Stock by Investments L.P., a right to acquire additional securities of the
Company in order for Mr. Stiff to maintain his percentage of equity interest in
the Company under certain circumstances and a right to make additional
investments in the Company in accordance with his pro rata share of the issued
Common Stock in certain circumstances. In connection with the Investment
Agreement, Mr. Stiff entered into a Participation Agreement with Investments
L.P., pursuant to which Mr. Stiff purchased a 3% interest in $2,000,000 in
principal amount of a junior subordinated note issued by TRAK and made payable
to Investments L.P. The Company repaid the entire balance of the indebtedness
outstanding under such subordinated note from the net proceeds received by the
Company from its initial public offering.
Also as described above, Mr. Stiff, together with Messrs. Laetz,
Melin, Roblee and one other key employee of the Company on September 20, 1995,
acquired Common Stock at prices determined by the Board of Directors of the
Company, and the purchase price therefor was paid partly in cash and partly by
delivery of promissory notes payable to the Company. The payment obligations of
the stockholders under their respective promissory notes are secured by all or
some portion of the purchased shares pursuant to stock pledge agreements entered
into by each stockholder and the Company. Such notes have a ten-year maturity,
bear interest at a fixed rate of interest of 6.56% per annum and are payable
interest only annually, with one principal payment at maturity. In connection
with such promissory notes, the Company agreed to pay annual bonuses to such
stockholders in amounts equal to the annual interest payments on the notes plus
all federal and state income taxes applicable to such payments. In connection
with the purchase of his shares of the Common Stock, each such stockholder
entered into an agreement with the Company (the "Stockholder Agreements")
providing for, among other things, restrictions on transfer of such shares of
the Common Stock owned by such stockholder, registration rights with respect to
such shares, the repurchase of such
16
<PAGE>
shares upon termination of the stockholder's employment at a price based on a
predetermined formula, a right of first refusal for the Company in the event of
certain offers to purchase such shares, a right to acquire additional securities
of the Company in order to maintain the stockholder's percentage of equity
interest in the Company in certain circumstances and "tag-along" and
"drag-along" rights in the event of certain sales of the Common Stock by
Investments L.P. The provisions of the Stockholder Agreements, which are subject
to modification or waiver by the Company, generally permit the sale of 25% of
such shares one year after the Company's initial public offering, 50% of such
shares two years after the Company's initial public offering, 75% of such shares
three years after the Company's initial public offering, and all of such shares
four years after the Company's initial public offering. The Stockholder
Agreements also contain provisions concerning noncompetition and confidentiality
applicable to such stockholders and provisions for payments to such
stockholders, under certain circumstances, following the termination of their
employment with the Company.
The following directors and executive officers have promissory
notes in excess of $60,000 outstanding to the Company:
<TABLE>
<CAPTION>
Principal
Highest Amount
Principal Outstanding
Amount at Interest
Name Position Outstanding 12/31/98 Rate Due Date
---- -------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C> <C>
P. Enoch Stiff President, Chief Executive $126,859 $126,859 6.56% September 20, 2005
Officer and Director
</TABLE>
Change in Control Severance Agreements
In October 1998, the Company entered into "change in control"
severance agreements (the "Severance Agreements") with Messrs. Stiff, Laetz,
Mueller and Solon and two other key employees. The Severance Agreements provide
for the payment of certain severance and other benefits upon certain qualifying
terminations of such employees within two years of a "change in control of the
Company" (as defined in the Severance Agreements). The benefits payable under
the Severance Agreements generally provide for up to two years of base salary, a
bonus equal to 50% of the average of the bonus awarded to such employee in each
of the prior three years pursuant to the Company's executive incentive plan and
the continuation of certain other benefits for a period of one year. In
addition, the Severance Agreements provide for the immediate vesting of any
outstanding options granted to such officers under the Long-Term Incentive Plan.
Each agreement has an initial term through December 31, 2000, which term
automatically extends for an additional one year period each January 1st, unless
at least thirty days prior to such January 1st date the Company gives notice
that it does not wish to extend such agreement; provided, that following a
"change in control," the term of each agreement automatically extends to the
date which is two years following the "change in control." For purposes of the
Severance Agreements, a "change in control of the Company" generally shall be
deemed to occur if (i) any person is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing a majority of the
combined voting power of the Company's then outstanding securities or (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof unless the election, or
nomination for election by the Company's shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
17
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
directors, executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of beneficial ownership and reports of changes in beneficial ownership
of Common Stock and other equity securities of the Company. Executive officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms which
they file.
To the Company's knowledge, based solely on review of information
furnished to the Company, reports filed through the Company and representations
that no other reports were required, all Section 16(a) filing requirements
applicable to its directors, executive officers and greater than ten percent
beneficial owners were complied with during the year ended September 30, 1998,
except that Curtis J. Laetz, an executive officer of the Company, failed to
timely file a Form 5 relating to the disposition of 200 shares of Common Stock
in December 1997 and the purchase of 100 shares of Common Stock in September
1998.
OTHER INFORMATION
On August 21, 1998, the Board of Directors entered into a Rights
Agreement pursuant to which one preferred stock purchase right (a "Right") per
share of Common Stock was distributed as a dividend to stockholders of record on
the close of business on August 31, 1998. Each Right, when exercisable, will
entitle the holder thereof to purchase one one-hundredth of a share of Series A
Preferred Stock at a price of $85.00 per share. The Rights will be exercisable
only if a person or a group acquires 10% or more of the outstanding shares of
Common Stock or announces a tender offer following which it would hold 10% or
more of such outstanding Common Stock. The Rights entitle the holders, other
than the acquiring person, to purchase Common Stock having a market value of two
times the exercise price of the Right. If, following the acquisition by a person
or group of 10% or more of the Company's outstanding shares of Common Stock, the
Company were acquired in a merger or other business combination, each Right
would be exercisable for that number of the acquiring company's shares of common
stock having a market value of two times the exercise price of the Right.
Subject to the terms of the Rights Agreement, the Company may redeem the Rights
at one cent per Right at any time until ten days following the occurrence of an
event that causes the Rights to become exercisable for Common Stock. The Rights
expire in ten years.
The foregoing description of the Rights Agreement, as amended, and
of the Rights is qualified in its entirety by the terms of the Rights Agreement,
dated August 21, 1998, by and between the Company and First Chicago Trust
Company of New York, as Rights Agent, a copy of which has been filed as an
exhibit to the Company's Current Report on Form 8-K dated August 21, 1998, and
the terms of the Amendment No. 1 to Rights Agreement, dated as of October 2,
1998, by and between the Company and First Chicago Trust Company of New York, as
Rights Agent, a copy of which has been filed as an exhibit to the Company's
Current Report on Form 8-K dated October 2, 1998.
18
<PAGE>
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP to
be the independent auditors of the Company for the fiscal year ending September
30, 1999.
The Board of Directors recommends voting "FOR" approval and
ratification of such selection.
A representative of PricewaterhouseCoopers LLP is expected to be
available at the Annual Meeting to make a statement if such representative
desires to do so and to respond to appropriate questions.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited by officers,
directors and regular employees of the Company personally or by telephone or
facsimile for no additional compensation. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to beneficial owners of the Common Stock held of record by
such persons, and the Company will reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The rules of the SEC currently provide that stockholder proposals
for the 2000 Annual Meeting submitted pursuant to Rule 14a-8 of the Exchange Act
must be received at the Company's principal executive office not less than 120
calendar days prior to the anniversary date of the release of the Company's
proxy statement to stockholders in connection with the 1999 Annual Meeting to be
considered by the Company for possible inclusion in the proxy materials for the
2000 Annual Meeting. In addition, all stockholder proposals for the 2000 Annual
Meeting must be submitted to the Company in accordance with the provisions of
Article III of the Company's Amended By-laws not less than 90 nor more than 120
calendar days in advance of the anniversary date of the 1999 Annual Meeting.
FINANCIAL INFORMATION
The Company's Annual Report for the fiscal year ended September
30, 1998 is being mailed to the stockholders on or about the date of mailing
this Proxy Statement. The Company will provide, without charge, to any record or
beneficial stockholder as of December 18, 1998, who so requests in writing, a
copy of such Annual Report or the Company's Annual Report on Form 10-K (without
exhibits), including the financial statements and the financial statement
schedules, filed with the SEC. Any such request should be directed to OmniQuip
International, Inc., 222 East Main Street, Port Washington, Wisconsin 53074,
Attention: Corporate Secretary.
19
<PAGE>
OTHER MATTERS
The Board of Directors of the Company is not aware of any other
matters to come before the meeting. If any other matters should come before the
meeting, the persons named in the enclosed proxy intend to vote the proxy
according to their best judgment.
You are urged to complete, sign, date and return your proxy to
make certain your shares of Common Stock will be voted at the Annual Meeting.
For your convenience in returning the proxy, an addressed envelope is enclosed,
requiring no additional postage if mailed in the United States.
By Order of the Board of Directors,
/s/ Curtis J. Laetz
Curtis J. Laetz
Senior Vice President, Chief Administrative
Officer and Assistant Secretary
December 31, 1998
<PAGE>
PROXY
OMNIQUIP INTERNATIONAL, INC.
Annual Meeting of Stockholders - February 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
The undersigned acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement of OmniQuip International, Inc. (the
"Company"), each dated December 31, 1998, and appoints Curtis J. Laetz and
Glenda K. Moehlenpah, or either of them, as the proxies and attorneys-in-fact,
with full power to each of substitution on behalf and in the name of the
undersigned to vote and otherwise represent all of the shares registered in the
name of the undersigned at the 1999 Annual Meeting of Stockholders of the
Company to be held on Tuesday, February 16, 1999 at 10:00 a.m., Central Standard
Time, at the Pfister Hotel, 424 East Wisconsin Ave., Milwaukee, Wisconsin 53202
and any adjournments thereof with the same effect as if the undersigned were
present and voting such shares on the following matters and in the following
manner:
1. To elect the following persons as Class III directors, each to
serve until the Annual Meeting of Stockholders in 2002 or until
his successor is elected and qualified:
Samuel A. Hamacher, Jay G. Henges and Robert L. Virgil.
2. To ratify or reject the appointment of PricewaterhouseCoopers LLP
as independent auditors of the Company for the fiscal year ending
September 30, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof, according to the proxies'
discretion, and in their discretion.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" ALL NOMINEES LISTED
IN PROPOSAL 1 AND "FOR" PROPOSAL 2.
(SEE REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
[X] Please mark your
votes as in this
example.
The shares represented by this proxy will be voted in accordance with the
specification made. If no specification is made, the shares represented by this
proxy will be voted "FOR" all nominees listed in proposal 1, "FOR" proposal 2
and in the discretion of the proxies on such other business as may properly come
before the meeting.
<TABLE>
<S> <C> <C>
1. Election of 2. To ratify or reject the appointment of
Directors. (see PriceWaterhouseCoopers LLP as independent
reverse side) Please mark the following box if you auditors of the Company for the fiscal
plan to attend the meeting. year ending September 30, 1999.
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]
For, except vote withheld from
the following nominee(s): NOMINEES: Samuel A. Hamacher, Jay G.
Henges and Robert L. Virgil.
3. To transact such other business as may
- -------------------------------- properly come before the meeting or any
adjournment thereof, according to the
proxies' discretion, and in their
discretion.
Please date and sign exactly as your
name(s) appears on the stock
certificate. If shares are held by
joint tenants, 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 by
authorized officer. If a partnership,
please sign in partnership name by
authorized person. This proxy votes all
shares held in all capacities unless
otherwise specified.
</TABLE>
SIGNATURE(S) DATE
------------------------------------------ --------------------
Please mark, sign and date this proxy and return it promptly in the enclosed
envelope.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
