Proxy Statement
For The
April 18, 1994
Annual Shareholders' Meeting
Dear Shareholder:
You are cordially invited to attend Valmont's Annual Meeting
of Shareholders in Omaha on April 18, 1994, at 2:00 P.M. The
meeting will again be held in the Lecture Hall of the Joslyn Art
Museum at 2200 Dodge Street in Omaha. You may enter the building
through the east entrance.
The formal meeting of Shareholders will be followed by a
review of operations for 1993 and for the first quarter of 1994,
as well as our prospects for the future. At an informal
reception following the meeting, you will have the opportunity to
meet and discuss the Company with the Directors, Officers and
Business Unit Managers.
If you cannot attend the meeting in person, please vote your
shares by proxy. Mark, sign and date the enclosed proxy card and
return it in the postage paid envelope. Your prompt return of
the card will help your Company avoid additional solicitation
costs. In person or by proxy, your vote is important.
I look forward to seeing you at the Annual Meeting.
Sincerely,
/s/Robert B. Daugherty
Robert B. Daugherty
Chairman of the Board
Valmont Industries, Inc.
Notice of Annual Meeting
of Shareholders
Notice is hereby given that the Annual Meeting of
Shareholders of Valmont Industries, Inc., a Delaware corporation,
will be held at the Joslyn Art Museum, 2200 Dodge St., Omaha,
Nebraska 68102, on Monday, April 18, 1994, at 2:00 p.m. local
time for the purpose of:
(1) Electing directors of the Company for the coming year.
(2) Ratifying the appointment of KPMG Peat Marwick as
independent accountants for fiscal 1994.
(3) Transacting such other business as may properly come
before the meeting.
Shareholders of record at the close of business on March 4,
1994 are entitled to vote at this meeting. If you do not expect
to be present at the Annual Meeting and wish your shares to be
voted, please sign, date and mail the enclosed proxy form.
By Order of the Board of Directors
/s/Thomas P. Egan, Jr.
Thomas P. Egan, Jr.
Secretary
Valley, Nebraska 68064
March 23, 1994
Proxy Statement
To the Shareholders:
The Board of Directors of Valmont Industries, Inc. solicits
your proxy in the form enclosed for use at the Annual Meeting of
Shareholders to be held on Monday, April 18, 1994, or at any
adjournments thereof.
At the close of business on March 4, 1994, the record date
for shareholders entitled to notice of and to vote at the
meeting, there were outstanding 11,558,723 shares of the
Company's common stock. There were no preferred shares
outstanding. All holders of common stock are entitled to one
vote for each share of stock held by them.
Shares of common stock represented by a properly signed and
returned proxy will be treated as present at the meeting for the
purpose of determining a quorum, including shares represented by
broker non-votes or abstaining from voting. Directors are
elected by a favorable vote of a plurality of the shares of
voting stock present and entitled to vote, in person or by proxy,
at the Annual Meeting. Accordingly, abstentions or broker non-
votes as to the election of directors will not affect the
election of the candidates receiving the plurality of votes.
The proposal to ratify accountants requires the affirmative
vote of a majority of shares present in person or represented by
proxy. Abstentions from this proposal will have the same effect
as a vote against this proposal. Broker non-votes on this
proposal are treated as shares for which voting power has been
withheld by the beneficial holders of those shares and therefor
will not be counted as votes for or against such proposal.
A shareholder giving a proxy may revoke it before the
meeting by mailing a signed instrument revoking the proxy to:
Corporate Secretary, Valmont Industries, Inc., P.O. Box 358,
Valley, Nebraska 68064. To be effective, the revocation must be
received by the Secretary before the date of the meeting. A
shareholder may, if he desires, attend the meeting in person, and
at that time withdraw his proxy and vote in person.
The cost of solicitation of proxies, including the cost of
reimbursing the banks and brokers for forwarding proxies and
proxy statements to their principals, shall be borne by the
Company.
<TABLE>
Certain Shareholders
The following table sets forth, as of March 4, 1994, the
number of shares beneficially owned by (i) persons known to the
Company to be beneficial owners of more than 5% of the Company's
outstanding common stock, (ii) directors, nominees and named
executive officers and (iii) all directors and executive officers
as a group.
<CAPTION>
Name and Address Amount and Nature
of Beneficial of Beneficial Ownership Percent
Owner March 4, 1994 (1) of Class(2)
____________________________________________________________________
<S> <C> <C>
Robert B. Daugherty 3,550,784 30.7%
c/o Valmont Industries, Inc.
Valley, Nebraska
State of Wisconsin (3)
Investment Board
P.O. Box 7842
Madison, WI. 53707 805,000 7.0%
Charles M. Harper 36,000 ---
Allen F. Jacobson 14,000 ---
Lloyd P. Johnson 4,000 ---
John E. Jones 3,000 ---
Thomas F. Madison 9,000 ---
Walter Scott, Jr. 24,000 ---
Robert G. Wallace 6,000 ---
Mogens C. Bay 173,433 1.5%
Lewis P. Hays 100,237 ---
Joseph M. Goecke 104,570 ---
Thomas P. Egan, Jr. 63,355 ---
All Executive Officers and
Directors As Group (17 persons) 4,321,052 37.4%
(1) Includes shares which the executive officers have, or within
60 days of March 4, 1994 will have, the right to acquire
through presently exercisable stock options. Included are
76,533, 72,967, 24,349 and 24,267 shares for Messrs. Bay,
Hays, Goecke and Egan, respectively and 250,310 shares for all
executive officers and directors as a group.
(2) Unless otherwise indicated, beneficial ownership of any named
individual does not exceed 1% of the outstanding shares of the
class.
(3) Based on Schedule 13G dated February 8, 1994 filed by the
reporting person with the Securities and Exchange Commission.
</TABLE>
Election of Directors
The Company's Board of Directors is presently composed of nine
members, divided into three classes. Each class serves for three
years on a staggered term basis. Of the nine current Directors
of the Company, seven are not employees of the Company. Mr.
Daugherty and Mr. Bay are currently employed by the Company, such
employment constituting their principal occupation for at least
the last five years. All Directors, except Mr. Bay, were elected
to their present terms by the shareholders at the April 20, 1993
meeting. Mr. Bay was elected as a Director by the Board of
Directors on October 25, 1993, effective on that date, for a term
expiring in 1996.
Three Directors have terms of office that expire at the 1994
Annual Meeting. They have been nominated by the Board of
Directors for reelection for a three-year term. These nominees
are:
Robert B. Daugherty
Allen F. Jacobson
Robert G. Wallace
Unless authority to vote for directors is withheld, it is
intended that the shares represented by the enclosed proxy will
be voted for the election of the nominees named above. In the
event any of such nominees becomes unavailable for election, the
proxy holders will have discretionary authority to vote the
proxies for a substitute. The Board of Directors has no reason
to believe that any such nominee will be unavailable to serve.
Nominees for Election - Terms Expire 1997:
__________________________________________
Robert B. Daugherty, Age 72, Chairman of the Board and Director
of the Company; Director, KN Energy, Inc. and Peter Kiewit Sons',
Inc.
Served as Director of Company continuously since March, 1947.
Valmont Stock: 3,550,784 shares
Allen F. Jacobson, Age 67, Retired Chairman and Chief Executive
Officer of 3M Company; Director, 3M Company, Abbott Laboratories,
Alliant TechSystems, Deluxe Corporation, Mobil Corporation,
Northern States Power Company, Potlatch Corporation, Prudential
Insurance Company of America, Sara Lee Corporation, Silicon
Graphics, Inc. and U S WEST Inc.
Served as Director of Company continuously since July, 1976.
Valmont Stock: 14,000 shares
Robert G. Wallace, Age 67, Retired Executive Vice President and
Director of Phillips Petroleum Co.; Director, CBI Industries,
Inc. and A. Schulman, Inc.
Served as Director of Company continuously since April, 1984.
Valmont Stock: 6,000 shares
Continuing Directors - Terms Expire 1995:
- -----------------------------------------
Charles M. Harper, Age 66, Chairman of the Board, Chief Executive
Officer and Director of RJR Nabisco Holdings Corp. since June
1993. Chairman of the Board of ConAgra, Inc. 1981 - May 1993,
and Chief Executive Officer of ConAgra 1976 - September 1992;
Director, ConAgra, Inc., E.I. DuPont de Nemours & Co., Inc.,
Norwest Corporation and Peter Kiewit Sons', Inc.
Served as Director of Company continuously since April, 1979.
Valmont Stock: 36,000 shares
Lloyd P. Johnson, Age 63, Chairman of the Board and Director of
Norwest Corporation; Trustee, Minnesota Mutual Life Insurance
Company; Director, Cargill, Incorporated, Musicland Stores
Corporation; Member, Advisory Board of Directors, Minnegasco.
Served as Director of Company continuously since June, 1991.
Valmont Stock: 4,000 shares
Thomas F. Madison, Age 58, Vice Chairman, Chief Executive Officer
of Minnesota Mutual Life Insurance Company since February, 1994;
Retired President - Markets, US West Communications; Director,
Eltrax Systems, Inc., First Bank System, Inc. and Minnesota
Murual Life Insurance Company; Advisory Board of Directors,
Minnegasco.
Served as Director of Company continuously since June, 1987.
Valmont Stock: 9,000 shares
Continuing Directors - Terms Expire 1996:
- -----------------------------------------
John E. Jones, Age 59, Chairman of the Board, President, Chief
Executive Officer and Director of CBI Industries, Inc. Director,
Allied Products Corporation, Amsted Industries Incorporated,
Interlake Corporation and NICOR Inc.
Served as Director of Company continuously since April, 1993
Valmont Stock: 3,000 shares
Walter Scott, Jr., Age 62, Chairman of the Board, President and
Director of Peter Kiewit Sons', Inc.; Director, Berkshire
Hathaway, Inc., Burlington Resources, Inc., California Energy
Company, ConAgra, Inc., C-TEC Corporation, FirsTier Financial,
Inc. and MFS Communications Co., Inc.
Served as Director of Company continuously since April, 1981.
Valmont Stock: 24,000 shares
Mogens C. Bay, Age 45, President and Chief Executive Officer of
the Company since August, 1993 and Director of the Company since
October, 1993. From November, 1990 to August, 1993 served as
President and Chief Operating Officer of the Irrigation Division
of the Company. Prior to November, 1990, served as President and
General Manager of the International Division of the Company.
Served as Director of Company continuously since October, 1993.
Valmont Stock: 173,433 shares
(1)Messrs. Jacobson (Chairman), Harper, Johnson and Madison
are members of the Compensation Committee, which met
three times during the last fiscal year. The
Compensation Committee, composed of directors who are
not employees of the Company, directs the administration
of various management incentive plans; takes action upon
or makes recommendations to the Board of Directors on
salary changes for certain key management personnel; and
takes action upon or makes recommendations to the Board
of Directors concerning certain employee benefit
plan matters.
Messrs. Scott (Chairman), Jones and Wallace are members of
the Audit Committee, which met three times during the
last fiscal year. The Audit Committee, composed of
directors who are not employees of the Company,
recommends selection of the independent public
accountants; reviews matters pertaining to the audit,
systems of internal control and accounting policies
and procedures; has approval authority with respect to
services provided by the independent public accountants;
and directs and supervises investigations into matters
within the scope of its duties.
The Company does not have a standing Nominating
Committee.
(2) The Board of Directors held five meetings during the last
fiscal year. During 1993, non-employee directors were
paid an annual fee of $25,000 plus $2,000 for each board
meeting and $1,000 for each committee meeting attended.
Committee chairmen receive an additional $6,000 per year.
Messrs. Harper, Jacobson, Johnson, Scott and Wallace have
elected to receive their fees in the form of deferred
compensation. Payments are to be made in fifteen annual
installments commencing one year after the earliest of
termination of service as a director of the company,
attainment of age 70, or death. The deferred fees accrue
interest indexed to 30 year U.S. Government bonds,
compounded monthly. Employee directors do not receive
director or meeting fees.
(3) Each non-employee director who is elected or continues as
a director following the Annual Shareholders Meeting
receives a non-discretionary stock award of 1,000 shares
each year following such meeting. Such shares are subject
to an agreement that the shares or the equivalent value
must be returned to the Company unless the director leaves
the Company due to (i) death, (ii) retirement from the
Board at mandatory retirement age, or (iii) resignation or
failure to stand for re-election with the prior approval
of the Board.
(4) During fiscal 1992 the Company entered into a service
agreement with PKS Information Services, Inc., ("PKS") a
subsidiary of Peter Kiewit Sons', Inc. Mr. Walter Scott,
a Director of the Company, is Chairman, President and
Director of Peter Kiewit Sons', Inc. The agreement, is
for a term of three to five years and covers the use of
time on the PKS mainframe computer equipment. In 1993
lease payments totaled approximately $1,100,000. The
Company believes such payments were comparable to amounts
that would have been paid to an unaffiliated entity.
(5) See "Certain Shareholders" for additional information
on stock ownership.
<TABLE>
Executive Compensation
The following Summary Compensation Table provides information on
the annual and long-term compensation for services paid by the
Company to the Chief Executive Officer, the four highest paid
executive officers and the former Chief Executive Officer for the
three fiscal years ended December 25, 1993.
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
------------------- --------------------
All
Name and Number of LTIP Other
Principal Position Year Salary($) Bonus($) Options(#)(5) Payouts($)(6) Comp.($)(1)
---- --------- -------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay (3)(4) 1993 247,154 209,544 0 0 20,551
President and Chief 1992 166,150 118,478 40,000 0 12,808
Executive Officer 1991 150,000 0 10,000 44,350 --
Robert B. Daugherty 1993 243,846 113,163 0 0 16,065
Chairman of the Board 1992 240,000 86,882 0 0 14,710
of Directors 1991 240,000 0 0 42,230 --
Lewis P. Hays (3) 1993 200,385 95,044 0 0 13,294
President and Chief 1992 166,150 143,747 20,000 0 13,945
Operating Officer 1991 150,000 18,067 20,000 14,076 --
Industrial and
Construction Products
Joseph M. Goecke(3)(4) 1993 154,846 155,733 0 0 13,976
President and Chief 1992 -- -- -- -- --
Operating Officer - 1991 -- -- -- -- --
Valmont Irrigation
Thomas P. Egan, Jr.(3) 1993 132,755 52,111 0 0 8,319
Vice President, 1992 120,000 38,441 12,000 0 7,130
Corporate Counsel 1991 110,000 0 4,000 19,505 --
and Secretary
William F. Welsh II(2) 1993 256,151 0 0 0 594,254
Former President and 1992 360,000 110,323 40,000 0 21,165
Chief Executive 1991 360,000 0 20,000 49,062 --
Officer
(1)Except as reflected in note (2) below, amounts represent the
Company's contribution under the Valmont Employee Retirement
Savings Plan and the related Restoration Plan. Pursuant to
SEC rules, amounts paid in fiscal years prior to 1992 are not
shown.
2) On September 11, 1993, William F. Welsh II terminated his
employment with the Company after sixteen years of service.
His severance agreement provides for (i) a severance payment
equivalent to 22 weeks' salary, (ii) payments of $10,000 per
month for 36 months as consideration for a three year non-
compete agreement, (iii) immediate vesting of 6,000 shares of
restricted stock and (iv) payment of outplacement costs of
approximately $70,000. The aggregate of all amounts paid or
payable to Mr. Welsh pursuant to the severance agreement are
shown as "All Other Compensation". The Company's 1993
contribution under the Valmont Employee Retirement Savings
Plan and the related Restoration Plan for Mr. Welsh was
$11,527.
(3)Messrs. Bay, Hays, Goecke and Egan hold 3,000, 2,000, 3,000
and 1,000 restricted shares of the Company's common stock,
respectively, which on December 25, 1993 were valued at
$56,250, $37,500, $56,250 and $18,750, respectively. The
restrictions lapse in February, 1999. The executive receives
dividends paid on the restricted stock.
(4)Mr. Bay became Chief Executive Officer in August, 1993. Mr.
Goecke became an executive officer in August, 1993.
(5)The Company did not grant any stock options to the named
executive officers during 1993.
(6)The Company's Long-Term Performance Program operates on a
three-year award cycle. Target Awards were established in
1992 for the 1992-1994 cycle. No awards were made, earned or
paid during fiscal 1993.
</TABLE>
<TABLE>
Aggregated Options Exercised in Fiscal Year 1993 and Final Year
End Values
The following table reflects information on the exercise of stock
options during fiscal 1993 and the status of the unexercised
stock options at the end of the year for the executive officers
named in the Summary Compensation Table.
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options
Options at FY-End (#) at FY-End ($) (2)
Shares --------------------- -----------------
Acquired On Value
Exercise (#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 4,700 57,516 76,533 36,667 725,513 42,500
Robert B. Daugherty 0 0 0 0 0 0
Lewis P. Hays 3,600 27,675 72,967 23,333 720,488 60,000
Joseph M. Goecke 2,667 30,254 24,349 6,667 145,446 3,333
Thomas P. Egan, Jr. 4,000 52,500 24,267 11,333 175,392 15,333
William F. Welsh, II 111,034 1,204,607 0 0 0 0
(1) Value realized is the difference between the closing price of
the Company's Common Stock on the day of exercise and the
exercise price of the options multiplied by the number of
shares. No cash is realized until the shares received upon
exercise of an option are sold.
(2) Value is the difference between the closing price of the
Company's Common Stock on the last trading day of fiscal 1993
and the exercise price of in-the-money options multiplied by
the number of shares subject to in-the-money options.
</TABLE>
Compensation Committee Report
on Executive Compensation
Valmont's executive compensation policies and practices are
approved by the Compensation Committee of the Board of Directors
(the "Committee"). The Committee consists of four Directors who
are not employees of the Company. The Committee's determinations
on compensation of the Chief Executive Officer and other
executive officers are reviewed with and approved by all the non-
employee Directors who constitute a majority of the Board.
The Committee has implemented compensation policies, plans and
programs which seek to enhance shareholder value, by aligning the
financial interests of the Company's executive officers with
those of its shareholders. Annual base salaries are generally
set at competitive median levels. The Company relies on annual
and long-term incentive compensation and stock options to
attract, retain and incent corporate officers and other key
employees. Incentive compensation is variable and tied to
corporate, business unit and individual performance. The plans
are designed to provide incentive to management to grow earnings,
enhance shareholder value and focus on the long-term growth of
the Company. All incentive compensation plans are reviewed at
least annually to assure their linkage to the current strategies
and needs of the business. The Company's programs for 1994 have
also been designed so that compensation paid to the named
executive officers in 1994 will be deductible under the Internal
Revenue Code's $1 million compensation limits for deductibility.
Valmont's executive compensation is based on four components,
each of which is intended to serve the overall compensation
philosophy.
Base Salary. Base salary is targeted at the median level for
industrial manufacturing companies of similar characteristics
such as sales volume, capitalization, and financial performance.
Salaries for executive officers are reviewed by the Committee on
an annual basis and may be increased at that time based on the
individual's performance or an increase in competitive pay levels
in the market place.
The Committee reviews with the Chief Executive Officer and the
human resources executive and approves, with modifications it
deems appropriate, an annual salary plan for the Company's
executive officers (other than the Chief Executive Officer).
This salary plan is developed by the Company's human resources
staff under the ultimate direction of the Chief Executive Officer
based on peer group and national surveys using industrial
manufacturing company comparisons of industrial manufacturing
organizations with similar characteristics and on performance
judgments as to the past and expected future contributions of the
individual executive. In addition, the Committee periodically is
advised by independent compensation consultants concerning salary
competitiveness. The Committee reviews and fixes the base salary
of the Chief Executive Officer based on similar competitive
compensation data and the Committee's assessment of his past
performance, his leadership in establishing ethical standards in
the conduct of the Company business, and its expectation as to
his future contributions in directing the long-term success of
the Company and its businesses.
Annual Incentives. The Executive Incentive Bonus Plan (EIB) is
intended to reflect the Committee's belief that management's
contribution to shareholder returns (via increasing stock price
and dividends) comes from optimizing earnings and the quality of
those earnings. Accordingly, the EIB plan establishes a bonus
pool funded by a predetermined percentage of the Company or
business unit's pretax earnings after a threshold level is
reached. The percentage can increase if higher predetermined
levels are achieved. The percentages and threshold are approved
by the Committee at the beginning of the fiscal year. Individual
awards are based upon predetermined percentages of the pool based
on the individual's compensation and position and the Committee's
assessment of the individual's expected contribution in such
position.
The Committee believes that this program provides a link between
the value created for shareholders and the incentive paid to
executives. Executives do not receive any EIB payout until a
specified profit level is reached. After that point the size of
the pool is based on the predetermined percentage adjusted by the
unit's performance on a predetermined return on capital or equity
scale. The Committee believes that by placing a significant
portion of the executive's annual cash compensation at risk, the
executive is incented to achieve a higher level of performance.
Long-Term Performance Incentives. Long-term incentives are
provided through the Long-Term Incentive Program established
pursuant to the Company's 1988 Stock Plan. The Program operates
on three-year award cycles. Target Awards were established in
1992 for the three-year cycle 1992-1994. The Committee reviews
and approves the participation of executive officers under this
Plan. Awards are earned if specific goals on profitability and
growth are met during the three year award cycle. Greater or
lesser awards may be earned for greater or lesser levels of
performance. During the current three year award cycle ending in
1994, a minimum return on beginning equity must be achieved
before any awards are earned. Awards can be paid in cash or
stock, at the discretion of the Compensation Committee, and are
payable in three annual installments after the end of the fiscal
year in which an award is determined. The second and third
annual installments are adjusted upward or downward depending on
the market performance of Valmont's common stock which is
intended to further enhance the tie between the executive's pay
and shareholder value. No amounts were awarded, earned, or paid
under this program in 1993.
Long-Term Stock Incentives. These incentives are provided
through grants of stock options and restricted stock to executive
officers pursuant to the Company's 1988 Stock Plan. This
component is intended to retain and motivate executives to
improve long-term shareholder value. Stock options are granted
at the prevailing market value and only have value if the
Company's stock price increases. Generally, the stock options
granted recently vest beginning on the first anniversary of the
grant in equal amounts over three to six years; executives must
be employed by the Company at the time of vesting in order to
exercise the options. As in the case of the long-term incentive
plan, the Committee believes this feature of the compensation
program directly links the executive's interests with those of
the shareholders and to the long-term performance of the Company.
The Committee approves the number and terms of options granted to
the executive officers. The Committee encourages executives to
build a substantial ownership investment in the Company's common
stock. The Option Exercises table on page 10 reflects the
additional investment made by certain executives during 1993.
The table on page 4 reflects the ownership position of the
Directors and executive officers at March 4, 1994. Outstanding
performance by an individual executive officer is recognized
through larger option grants. The Committee, in determining
grants of stock options, also reviews and considers the
executive's history of retaining shares previously obtained
through the exercise of prior options. Restricted stock grants
are also a part of the Company's long-term incentives; however,
none have been granted since 1990. Restricted stock awards will
be issued when performance results and the strategic needs of the
business warrant. The Committee granted 152,000 options to all
executive officers in December 1992. No stock option grants were
made to executive officers in 1993.
Chief Executive Officer Compensation. The Committee determines
the Chief Executive Officer's (CEO) compensation based upon a
number of factors and criteria. The salary is determined based
upon a review of the salaries of Chief Executive Officers for
industrial manufacturing companies of similar characteristics,
input from periodic reviews by independent compensation
consultants, and upon a review by the Committee of the CEO's
performance.
Mr. Bay became CEO in August, 1993. The Committee established
Mr. Bay's current base salary of $362,000 to recognize the level
of responsibility for the position and at a level competitive
with salaries of Chief Executive Officers of industrial
manufacturing companies of comparable size in sales. The
Committee intends to have a significant portion of the CEO's
total cash compensation in the form of variable compensation tied
to the Company's performance. EIB payments were made in 1993
based upon the performance of the Irrigation business unit for
which the CEO served as Division President for the majority of
the year. The division had strong performance and exceeded its
predetermined earnings target in the plan by 27% for the year.
The Committee believes that the programs described above provide
compensation that is competitive with comparable manufacturing
companies, links executive and shareholder interest and provides
the bases for the Company to attract and retain qualified
executives.
Compensation Committee
Allen F. Jacobson, Chairman
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
Shareholder Return Performance Graph
The following graph compares the yearly change in cumulative
total shareholder return on the Company's Common Stock with the
cumulative total returns of the Standard & Poor's (S & P) 500
Stock Index and an index consisting of a combination of the S &
P's Electrical Equipment and Machinery Diversified indexes for
the five years ended December 31, 1993. The graph assumes that
the value of the investment in Valmont Common Stock and each
Index was $100 on December 31, 1988, and that all dividends were
reinvested.
(The graph has an x-axis by year and a y-axis by dollar amount.)
<TABLE>
A table of items and values plotted on the graph are as follows:
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Valmont Industries, Inc. $100 $169 $107 $103 $174 $194
S & P 500 Index $100 $132 $128 $166 $179 $197
S & P Electrical
Equipment and
Machinery Index $100 $137 $124 $161 $175 $217
</TABLE>
Independent Public Accountants
The firm of KPMG Peat Marwick has been appointed by the Board of
Directors to conduct the 1994 audit of the Company's financial
statements. The same firm conducted the 1993 audit. The Board
of Directors requests that shareholders ratify this appointment.
A representative from KPMG Peat Marwick will be present at the
Shareholders Meeting and will have the opportunity to make a
statement and to respond to appropriate questions.
Shareholder Proposals
Shareholders' proposals intended to be presented at the next
annual meeting must be received by the Company no later than
November 25, 1994 in order to be considered for inclusion in the
proxy statement for such meeting.
Other Matters
The Board of Directors does not know of any matter, other than
those described above, that may be presented for action at the
Annual Meeting of Shareholders. If any other matter or proposal
should be presented and should properly come before the meeting
for action, the persons named in the accompanying proxy will vote
upon such matter and upon such proposal in accordance with their
best judgment.
By Order of the Board of Directors
/s/Thomas P. Egan, Jr.
Thomas P. Egan, Jr.
Secretary
Valmont Industries, Inc.
PROXY
Valmont Industries, Inc.
Proxy for the Annual Meeting of Shareholders on April 18, 1994
The undersigned hereby constitutes and appoints Robert B.
Daugherty and Mogens C. Bay, or either of them, or any substitute
appointed by either of them, the undersigned's agents, attorneys
and proxies to vote, as designated below, the number of shares
the undersigned would be entitled to vote if personally present
at the Annual Meeting of the Shareholders of Valmont Industries,
Inc., to be held at the Joslyn Art Museum, 2200 Dodge Street,
Omaha, Nebraska 68102, on April 18, 1994, at 2:00 p.m., local
time or at any adjournments thereof.
1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to
vote for all nominees listed below
_________________________________________________________________
Robert B. Daugherty
Allen F. Jacobson
Robert G. Wallace
(Instruction: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided below.)
_________________________________________________________________
2) PROPOSAL to ratify the appointment of KPMG Peat Marwick as
independent accountants for fiscal 1994.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) IN THEIR DISCRETION, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF PROPERLY
EXECUTED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Dated this ___ day of _______________, 1994.
Signature_________________________________
Signature_________________________________
(When signing as attorney, executor,
administrator, trustee, guardian or
conservator, designate full title. All
joint tenants must sign.)
