SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Valmont Industries, Inc.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Terry J. McClain
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XX] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:________________________________________________________
2) Aggregate number of securities to which transaction
applies:________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):(1)
__________________________
(1) 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:________________________________________
[XX] 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:____________________________________________
<PAGE>
PROXY STATEMENT
FOR THE
APRIL 22, 1996
ANNUAL SHAREHOLDERS' MEETING
Dear Shareholder:
You are cordially invited to attend Valmont's Annual Meeting of Shareholders on
April 22, 1996 at 2:00 P.M. The meeting will be held in the Lecture Hall of
the Joslyn Art Museum at 2200 Dodge Street in Omaha. You may enter the
building through its main entrance on the east side.
The formal meeting of Shareholders will be followed by a review of operations
for 1995 and the first quarter of 1996, as well as our outlook for the future.
Following the meeting, you are invited to an informal reception where you can
visit with the Directors, Officers, and Business Unit Managers about the
activities of the Company.
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 our Annual Meeting.
Sincerely,
Robert B. Daugherty
Chairman of the Board
<PAGE>
Proxy Statement for 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 22, 1996, at
2:00 p.m. local time for the purpose of:
(1) Electing three directors of the Company to three year terms.
(2) Amending the Valmont 1988 Stock Plan.
(3) Approving the Valmont Executive Incentive Plan.
(4) Approving the Valmont 1996 Stock Plan.
(5) Amending the Certificate of Incorporation to eliminate shareholder
action without a meeting.
(6) Ratifying the appointment of Deloitte & Touche LLP as independent
accountants for fiscal 1996.
(7) Transacting such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 1, 1996 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
Thomas P. Egan, Jr.
Secretary
Valley, Nebraska 68064
March 22, 1996
<PAGE>
Proxy Statement
To Our 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 22, 1996, or at any adjournments thereof.
At the close of business on March 1, 1996, the record date for shareholders
entitled to notice of and to vote at the meeting, there were outstanding
13,577,422 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,
including shares represented by broker non-votes or abstaining from voting,
will be treated as present at the meeting for the purpose of determining a
quorum. 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 proposals to amend the Valmont 1988 Stock Plan, approve the Valmont
Executive Incentive Plan, approve the 1996 Valmont Stock Plan, and to ratify
accountants require the affirmative vote of a majority of shares present in
person or represented by proxy, while the proposal to amend the Company's
Certificate of Incorporation requires the affirmative vote of a majority of
shares entitled to vote. Abstentions will have the same effect as a vote
against these proposals. Broker non-votes on the proposal to amend the
Company's Certificate of Incorporation will have the same effect as a vote
against that proposal; broker non-votes on any other proposal are treated as
shares as to which voting power has been withheld by the beneficial holders of
those shares and therefore will not be counted as votes for or against such
proposals.
Any 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 attend the meeting in person and at that time withdraw
the proxy and vote in person.
The cost of solicitation of proxies, including the cost of reimbursing banks
and brokers for forwarding proxies and proxy statements to their principals,
shall be borne by the Company. This proxy statement and proxy card are being
mailed to shareholders on or about March 22, 1996.
Certain Shareholders
The following table sets forth, as of March 1, 1996, 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.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Ownership Percent
Beneficial Owner March 1, 1996 (1) of Class (2)
___________________________________________________________________
<S> <C> <C>
Robert B. Daugherty 3,550,784 26.2%
c/o Valmont Industries, Inc.
Valley, Nebraska
Charles M. Harper 38,000 ---
Allen F. Jacobson 16,000 ---
Lloyd P. Johnson 6,000 ---
John E. Jones 5,000 ---
Thomas F. Madison 12,000 ---
Walter Scott, Jr. 26,000 ---
Robert G. Wallace 8,000 ---
Mogens C. Bay 201,932 1.5%
Gary L. Cavey 47,513 ---
Terry J. McClain 50,050 ---
Joseph M. Goecke 92,853 ---
All Executive Officers and Directors
As Group (20 persons) 4,485,068 33.0%
<FN>
(1) Includes shares which the executive officers have, or within 60 days of
March 1, 1996 will have, the right to acquire through the exercise of
stock options, as follows: 93,200, 33,700, 19,700 and 16,000 shares for
Messrs. Bay, Cavey, McClain and Goecke, respectively; and 316,524 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.
</TABLE>
Election of Directors
The Company's Board of Directors is 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.
Three Directors have terms of office that expire at the 1996 Annual Meeting.
They have been nominated by the Board of Directors for reelection for a
three-year term. These nominees are:
Mogens C. Bay
John E. Jones
Walter Scott, Jr.
Unless authority to vote for directors is withheld, 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 1999:
Mogens C. Bay, Age 47, 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.
Served as Director of Company continuously since October 1993.
Valmont Stock: 201,932 shares
John E. Jones, Age 61, Retired Chairman, President and Chief Executive Officer
of CBI Industries, Inc. since January 1996. Chairman, President and Chief
Executive Officer of CBI Industries, Inc. from June 1989 to January 1996.
Director, Allied Products Corporation, Amsted Industries Incorporated,
Interlake Corporation and NICOR Inc.
Served as Director of Company continuously since April 1993
Valmont Stock: 5,000 shares
Walter Scott, Jr., Age 64, 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: 26,000 shares
Continuing Directors - Terms Expire 1998:
Charles M. Harper, Age 68, Chairman of the Board and Director of RJR Nabisco
Holdings Corp. since May 1993; Chief Executive Officer May 1993 to December
1995. Chairman of the Board and Director of Nabisco Holdings Corp. since
January 1995. 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: 38,000 shares
Lloyd P. Johnson, Age 65, Retired Chairman of Norwest Corporation since May
1995. Chairman of Norwest Corporation from January 1989 to May 1995 and Chief
Executive Officer of Norwest Corporation from January 1989 to January 1993.
Director, Norwest Corporation, Cargill, Incorporated, Musicland Stores
Corporation; Trustee, Minnesota Mutual Life Insurance Company; Member, Advisory
Board of Directors, Minnegasco.
Served as Director of Company continuously since June 1991.
Valmont Stock: 6,000 shares
Thomas F. Madison, Age 60, President, MLM Partners since January 1993; Vice
Chairman and Office of CEO of Minnesota Mutual Life Insurance Company February
1994 - August 1994; President - Markets, U S WEST Communications June 1987 -
December 1992; Director, Alexander & Alexander Insurance Advisory Board,
Communications Holdings, Inc., Eltrax Systems, Inc., LHS Health Systems,
Minnegasco Advisory Board and Span Link.
Served as Director of Company continuously since June 1987. Valmont Stock:
12,000 shares
Continuing Directors - Terms Expire 1997:
Robert B. Daugherty, Age 74, 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 69, Retired Chairman and Chief Executive Officer of 3M
Company; Director, 3M Company, Abbott Laboratories, 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: 16,000 shares
Robert G. Wallace, Age 69, 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: 8,000 shares
(1) Messrs. Jacobson (Chairman), Harper, Johnson and Madison are members of
the Compensation Committee, which met two 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 take 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; review 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 six meetings during the last fiscal year.
During 1995, 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
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 an 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 if the Director leaves
the Board unless such departure is 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) Subject to shareholder approval of the Amendment to the Valmont
1988 Stock Plan (see page 16 ), each non-employee director received on
July 20, 1995 an option to acquire 2,000 shares of Valmont common stock at the
then current market price of the Company's common stock. Such grant was
conditioned on approval of the Amendment by Valmont's shareholders at the 1996
Annual Meeting of Shareholders. Option grants for 2,000 shares
of common stock will be made annually commencing in 1996 if shareholders
approve the 1996 Stock Plan. See "Approval of the Valmont 1996 Stock Plan -
Director Participation."
(5) During fiscal 1992 the Company entered into a service agreement with
PKS Information Services, Inc., ("PKS") a subsidiary of Peter Kiewit Sons',
Inc. Walter Scott, a Director of the Company, is Chairman, President and
Director of Peter Kiewit Sons', Inc. The agreement is for a
term of five years and covers the use of time on the PKS mainframe
computer equipment. In 1995 lease payments totaled approximately $1,300,000.
Additionally, in 1995 the Company paid Kiewit Construction Company, another
subsidiary of Peter Kiewit Sons' Inc., approximately $230,000 for construction
services to improve the Company's facilities. The Company believes such
payments were comparable to amounts that would have been paid to unaffiliated
entities.
(6) See "Certain Shareholders" for additional information on stock
ownership.
Executive Compensation
The following Summary Compensation Table provides information on the annual and
long-term compensation for services paid by the Company to the Chief Executive
Officer and the four highest paid executive officers for the three fiscal years
ended December 30, 1995.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts All
Name and Number of LTIP Other
Principal Position Year Salary ($) Bonus ($) Options (#) Payouts ($) Comp.($)(1)
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay (2) (3) 1995 $438,211 $518,812 50,000 $458,311 $77,645
President and Chief 1994 396,366 403,605 50,000 19,585 36,880
Executive Officer 1993 247,154 209,544 0 0 20,551
Robert B. Daugherty 1995 340,000 369,849 0 355,955 59,683
Chairman of the Board 1994 346,538 365,154 0 18,395 32,854
of Directors 1993 243,846 113,163 0 0 16,065
Gary L. Cavey (3) 1995 178,846 186,835 15,000 116,318 28,170
President and Chief 1994 133,819 221,154 15,000 0 15,973
Operating Officer - 1993 -- -- -- -- --
Industrial Products Division
Terry J. McClain(2)(3) 1995 165,385 171,777 7,000 116,318 25,304
Vice President and Chief 1994 142,173 119,245 15,000 7,683 12,560
Financial Officer 1993 -- -- -- -- --
Joseph M. Goecke (2) (3) 1995 203,000 99,313 0 141,907 27,044
President and Chief Operating 1994 199,212 221,913 10,000 10,550 19,425
Officer - Valmont Irrigation 1993 154,846 155,733 0 0 13,976
<FN>
(1) Amounts represent the Company's contribution under the Valmont Employee
Retirement Savings Plan and related Restoration Plan.
(2) Messrs. Bay, McClain and Goecke hold 3,000, 2,000 and 2,000 restricted
shares of the Company's common stock, respectively, which on December 30, 1995
were valued at $74,250, $49,500 and $49,500 respectively. The restrictions
lapse in February 1999. Each executive receives dividends paid on the
restricted
stock.
(3) Mr. Bay became Chief Executive Officer in August 1993. Messrs. Goecke,
McClain and Cavey became executive officers in August 1993, January 1994 and
July 1994, respectively.
</TABLE>
Stock Option Grants In Fiscal Year 1995
The following table provides information on 1995 stock option grants to
executive officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
____________________________________________________________________________ Value at Assumed
% of Total Annual Rates of
Options Stock Price Appreciation
Granted to Exercise for Option Term (2)
Options Employees In Price ($) Expiration _______________________
Name Granted (1)(4) Fiscal Year Per Share Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 50,000 26.7% 23.75 Dec. 18, 2005 746,812 1,892,569
Robert B. Daugherty -- -- -- -- -- --
Gary L. Cavey 15,000 8.0% 23.75 Dec. 18, 2005 224,044 567,771
Terry J. McClain 7,000 3.7% 23.75 Dec. 18, 2005 104,554 264,960
Joseph M. Goecke -- -- -- -- -- --
___________________________________________________________________________________________________________
All Shares Outstanding (3) 202,538,532 513,272,405
<FN>
(1) All options were granted on December 19, 1995, and become exercisable
in three equal annual installments commencing on the first anniversary of the
grant.
(2) Potential realizable value is based on the assumption that the common
stock price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the ten-year option term. The numbers are
calculated based on the requirements promulgated by the Securities and Exchange
Commission. The actual value, if any, an executive may realize will depend on
the excess of the stock price over the exercise price on the date the option is
exercised (if the executive were to sell the shares on the date of exercise) so
there is no assurance that the value realized will be at or near the potential
realizable value as calculated in this table.
(3) All shares outstanding represents the increase in total Company
shareholder value if the stock price and assumed rates used in the stock option
assumptions are achieved multiplied by the number of shares outstanding at the
end of fiscal 1995 (13,560,202).
(4) No stock appreciation rights were granted during fiscal 1995.
</TABLE>
Options Exercised in Fiscal Year 1995 and Fiscal Year End Values
The following table provides information on the exercise of stock options
during fiscal 1995 and the status of unexercised stock options at the end of
the year for the executive officers named in the Summary Compensation Table.
<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 9,867 $154,905 93,200 103,333 $1,193,804 $463,333
Robert B. Daugherty 0 0 0 0 0 0
Gary L. Cavey 3,200 31,125 33,700 31,000 407,650 139,000
Terry J. McClain 0 0 19,700 21,000 195,219 118,000
Joseph M. Goecke 1,149 152,831 16,000 10,667 137,752 82,667
<FN>
(1) Value realized is the difference between the closing price of the
Company's Common Stock on the day of exercise and the option exercise price
multiplied by the number of shares.
(2) Value is the difference between the closing price of the Company's
Common Stock on the last trading day of fiscal 1995 and the option exercise
price of the in-the-money options multiplied by the number of in-the-money
options.
</TABLE>
Long-Term Incentive Plans - Awards in Fiscal Year 1995
The following table provides information on the long-term incentive program
awards granted to the executive officers named in the Summary Compensation
Table during fiscal year 1995.
<TABLE>
<CAPTION>
Performance
Number Of or Other Estimated Future Payouts under
Shares, Units Period Until Non-Stock Price-Based Plans
or Other Maturation or Threshold Target Maximum
Rights (#) Payout ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Mogens C. Bay 1 Unit (1) 98,500 197,000 394,000
Robert B. Daugherty 1 Unit (1) 76,500 153,000 306,000
Gary L. Cavey 1 Unit (1) 25,000 50,000 100,000
Terry J. McClain 1 Unit (1) 25,000 50,000 100,000
Joseph M. Goecke 1 Unit (1) 30,500 61,000 122,000
<FN>
(1) Awards are for the three-year award cycle ending in 1997. Similar awards
with the same estimated future payouts may be earned for award cycles ending in
1995 and 1996. See "Compensation Committee Report on Executive Compensation -
Long-Term Performance Incentives" for a description of the award program.
</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 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 executive officers and other key employees. Incentive
compensation is variable and tied to corporate, business unit and individual
performance. The plans are designed to incent 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 have been designed so that compensation paid to named executive
officers in 1995 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 support 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 based on the
individual's performance or a change in competitive pay levels in the
marketplace.
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). The annual 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 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 performance 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.
The Committee increased the Chief Executive Officer's salary in December 1995
to the current level of $500,000 per year, which is within the mid-range of
salaries of chief executive officers of industrial manufacturing companies
comparable in sales, capitalization and financial performance. The salary
increase also reflected the Committee 's desire to reward Mr. Bay for his
superior performance in increasing the Company's net earnings by 31.1% in 1995.
Annual Incentives. The Company's short-term incentives are established under
the Total Value Impact (TVI) Plan. The Committee believes that the annual
bonus of significant employees, including executive officers, should be based
on optimizing operating profits and prudent management of the capital employed
in the business. Accordingly, the TVI plan provides for target performance
levels based upon the Company's or business units' net operating income after
tax less the cost of capital. A minimum threshold level must be met before any
awards are earned. Individual award targets are based on a pre-determined
percentage of base salary considering the individual's position and the
Committee's assessment of the individual's expected contribution in such
position. Participants, thresholds and specific performance levels are
established by the Committee at the beginning of each fiscal year.
The Committee approved the participation of 49 significant employees, including
13 executive officers, in the TVI Plan for 1995. Based on performance levels
achieved during 1995, the Committee approved aggregate bonus payments of
$3,109,480. The TVI bonus of $518,812 paid to the Chief Executive Officer for
1995 was based on the pre-established performance goals under the Plan.
Long-Term Performance Incentives. Long-term performance incentives for senior
management employees are provided through the Long-Term Incentive Program
("Program") established under the Company's 1988 Stock Plan. The Program
operates on three-year award cycles or in certain shorter periods from the
commencement of the Program. Target awards are established for each
participant based on a percentage of the participant's base salary. Awards are
earned on performance against specific goals based on average three-year return
on equity and average three-year net earnings and other factors selected by the
Committee. A performance matrix provides for the earning of greater or lesser
awards relative to the target award based on greater or lesser levels of
performance. The Committee selects the participants, establishes the target
award, and determines the performance matrix based on return on equity, net
earnings and other selected factors at the beginning of each fiscal year. The
Committee determines the payment of awards following a review of performance at
the end of each award cycle. Awards may be paid in cash or in shares of common
stock or any combination of cash and stock.
The Committee selected the 13 executive officers who participated in the award
cycle ending in 1995. Based on performance goals previously established by the
Committee, the Committee approved payments aggregating $1,919,228 for 1995 to
the 13 executive officers. The award of $458,311 to the Chief Executive
Officer for 1995 was based on the Company's increase in net earnings and
improved return on equity during the award cycle.
Stock Incentives. Long-term stock incentives are provided through grants of
stock options and restricted stock to executive officers and other key
employees pursuant to the Company's 1988 Stock Plan ("Plan"). The stock
component of compensation is intended to retain and motivate employees 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, stock options vest beginning on the first anniversary of
the grant in equal amounts over three to six years and employees must be
employed by the Company at the time of vesting in order to exercise the
options. The Committee believes this feature of the compensation program
directly links the participant's interests with those of the shareholders and
the long-term performance of the Company.
The Committee establishes the number and terms of options granted under the
Plan. The Committee encourages executives to build a substantial ownership
investment in the Company's common stock. The Option Exercised table on page
11 reflects the shares acquired by certain executive officers during
1995. The table on page four reflects the ownership position of the
directors and executive officers at March 1, 1996. Outstanding performance by
an individual executive officer is recognized through larger option grants.
The Committee, in determining grants of stock options under the Plan, also
reviews and considers the executive's history of retaining shares previously
obtained through the exercise of prior options.
The Committee granted options for an aggregate of 187,500 shares to 50
employees during 1995, including options for an aggregate of 105,500 shares to
the executive officers. The Chief Executive Officer was granted in December
1995 a non-qualified option to acquire 50,000 shares. The number of shares
awarded in the 1995 grant, when valued at the stock price on the date of grant,
was approximately two times Mr. Bay's salary which the Committee believes is a
competitive annual grant compared to CEO stock grants at other comparable
industrial manufacturing companies and recognizes the improved performance of
the business in 1994 and 1995 under Mr. Bay's leadership.
Restricted stock grants are also a part of the Company's long-term stock
incentives. Restricted stock awards will be issued when performance results
and the strategic needs of the business warrant. There were no restricted
stock awards in 1993, 1994 or 1995 to executive officers.
The Committee believes that the programs described above provide compensation
that is competitive with comparable manufacturing companies, links executive
and shareholder interests and provides the bases for the Company to attract and
retain qualified executives. The Company's stock price increased over 45% in
1995 and the Company's market capitalization increased over $106 million. The
Committee will continue to monitor the relationship among the executive
compensation, the Company's performance and shareholder value.
Compensation Committee
Allen F. Jacobson, Chairman
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
<PAGE>
Shareholder Return Performance Graphs
The following graphs compare the yearly change in cumulative total shareholder
return on the Company's Common Stock with the cumulative total returns of the
S&P SmallCap 600 Index and an index consisting of a combination of the S&P's
Electrical Equipment and Machinery Diversified indexes for the five and ten
year periods ended December 31, 1995. The graphs assume that the value of the
investment in Valmont Common Stock and each Index was $100 on December 31, 1990
and December 31, 1985, respectively, and that all dividends were reinvested.
<TABLE>
<CAPTION>
Indexed Returns ($)
Years Ending
Company/Index Dec 90 Dec 91 Dec 92 Dec 93 Dec 94 Dec 95
______________________ _______ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Valmont Industries 100 96.50 163.01 181.59 157.33 232.10
S&P Smallcap 600 Index 100 148.49 179.74 213.50 203.31 264.22
Electrical/Machinery
Index 100 130.10 140.89 174.85 175.62 240.62
</TABLE>
<TABLE>
<CAPTION>
Indexed Returns ($)
Years Ending
Dec 85 Dec 86 Dec 87 Dec 88 Dec 89 Dec 90 Dec 91 Dec 92 Dec 93 Dec 94 Dec 95
______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Valmont Industries 100 95.61 131.24 300.54 507.82 320.27 309.07 522.07 581.57 503.88 743.36
S&P Smallcap 600
Index 100 03.23 89.29 106.69 121.51 92.73 137.69 166.66 197.97 188.52 245.00
Electrical/Machinery
Index 100 104.64 130.93 134.57 183.70 166.98 217.24 235.25 291.97 293.25 401.78
</TABLE>
APPROVAL OF AMENDMENT TO THE
VALMONT 1988 STOCK PLAN
The Board of Directors reviewed director compensation following the 1995 annual
stockholders' meeting. The directors determined that, in lieu of any increase
in cash compensation, the directors would receive annual options to acquire
Valmont common stock at the fair market value of such stock on the date of
grant.
The directors therefore approved an amendment to the Valmont 1988 Stock Plan
(the "Amendment") in June 1995. Pursuant to the Amendment, each non-employee
director is entitled to receive annually a nonqualified stock option for 2,000
shares of Valmont common stock exercisable at the closing price of Valmont
common stock on the date of grant. The Amendment provided that the first such
award would be made on the third business day following the public release by
the Company of its quarterly earnings for the second quarter of fiscal 1995.
Pursuant to the Amendment, Valmont's non-employee directors each received on
July 20, 1995 an option to acquire 2,000 shares of Valmont common stock at an
exercise price of $21.50 per share. Such options become exercisable 180 days
following shareholder approval of the Amendment. Such grant was specifically
conditioned on approval of the Amendment by Valmont's stockholders at the 1996
annual meeting of stockholders. If the stockholders do not approve the
Amendment, the July 1995 option grants will be voided.
Valmont's stockholders are also being asked to approve the Valmont 1996 Stock
Plan. This plan provides for a similar grant of nonqualified stock options to
non-employee directors on an annual basis beginning in 1996. If the 1996
Stock Plan is approved by shareholders, the Amendment will apply
only to the grant of options to Valmont's non-employee directors in July 1995.
The favorable vote of the holders of a majority of the outstanding shares of
Valmont's common stock present in person or represented by proxy at the meeting
is required for approval of the Amendment to the Valmont 1988 Stock Plan.
The Board of Directors recommends a vote FOR the
approval of the Amendment to Valmont's 1988 Stock Plan.
APPROVAL OF THE VALMONT EXECUTIVE INCENTIVE PLAN
The Board of Directors has unanimously approved the Valmont Executive Incentive
Plan (the "Plan"). The Plan is designed to provide incentives to executive
officers of Valmont who have significant responsibility for the success and
growth of Valmont and to assist Valmont in attracting, motivating and retaining
executive officers on a competitive basis.
Stockholder approval of the Plan is required if payments under the Plan are to
be tax deductible as performance-based compensation under Section 162(m) of the
Internal Revenue Code as enacted in 1993. Section 162(m) generally disallows a
tax deduction for compensation over $1 million paid to an executive officer
named in the Summary Compensation Table, unless such compensation qualifies as
performance-based. No payments will be made under the Plan if the
stockholders do not approve the Plan.
The principal features of the Plan are described below:
Administration of the Plan
The Plan will be administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee will have the sole discretion to
interpret the Plan; approve a pre-established objective performance measure or
measures annually; certify the level to which each performance measure was
attained prior to any payment under the Plan; approve the amount of awards made
under the Plan; and determine who shall receive any payment under the Plan.
The Committee will have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations and guidelines for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee pursuant to the
powers vested in it , will be conclusive and binding on all parties
concerned, including Valmont, its stockholders and any person receiving an
award under the Plan.
Eligibility
Executive officers and other key management personnel of Valmont will be
eligible to receive awards under the Plan. The Committee will designate the
executive officers and other key management personnel who will participate in
the Plan each year.
Awards
The Committee will establish annual and/or long-term incentive award targets
for participants within ninety days after the commencement of each
fiscal year (or such later date as may be permitted under Section 162(m) of the
Internal Revenue Code); provided, if an individual becomes an executive officer
during the year, such individual may be granted eligibility for an incentive
award for that year upon such individual becoming an executive officer. Since
the number of participants may change over time and the selection of
participants is discretionary, it is not possible to determine the number of
persons who will be eligible for awards under the Plan during its term.
However, it is anticipated that approximately 50 individuals, including
Valmont's Chief Executive Officer, will be eligible to participate in
the Plan.
The Committee will also establish annual and/or long-term performance targets
which must be achieved in order for an award to be earned under the Plan. Such
targets will be based on cash earnings, earnings per share, growth in cash
earnings per share, achievement of annual operating profit plans, return on
equity performance, or similar financial performance measures as may be
determined by the Committee. The specific performance targets for each
participant will be established in writing by the Committee within ninety days
after the commencement of the fiscal year to which the performance target
relates. The performance target will be established in such a manner that a
third party having knowledge of the relevant facts could determine whether the
performance goal has been met.
Awards will be payable following the completion of the applicable fiscal year
upon certification by the Committee that Valmont achieved the specified
performance targets established for the participant. Notwithstanding the
attainment by Valmont of the specified performance targets, the Committee has
the discretion, for each participant, to reduce some or all of an award that
would otherwise be paid. In no event may a participant receive an award of more
than 400% of such participant's base salary under the Plan in any fiscal year;
for this purpose, a participant's base salary will be the base salary in effect
at the time the Committee establishes the performance targets for a fiscal year
or period.
Effective Date, Amendments and Termination
The Plan becomes effective beginning with fiscal 1996, upon approval by the
stockholders of Valmont. The Committee may at any time terminate or from time
to time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards theretofore made
under the Plan. However, unless the stockholders of Valmont shall have first
approved thereof, no amendment of the Plan shall be effective which would
increase the maximum amount which can be paid to any one executive officer
under the Plan in any fiscal year, which would change the specified performance
goals for payment of awards, or which would modify the requirement as to
eligibility for participation in the Plan.
Vote Required for Approval
The favorable vote of the holders of a majority of the outstanding shares of
Valmont's common stock present in person or represented by proxy at the meeting
is required for approval of the Plan.
The Board of Directors recommends a vote FOR the approval of
the Valmont Executive Incentive Plan.
APPROVAL OF THE VALMONT 1996 STOCK PLAN
General
Valmont's Board of Directors has adopted the Valmont 1996 Stock Plan (the
"Plan"), subject to stockholder approval. The Board of Directors recognizes the
value of stock incentives in assisting Valmont in the hiring and retaining of
management personnel and in enhancing of the long-term mutuality of interest
between Valmont stockholders and its directors, officers and employees. Since
only 120,000 shares of common stock remain available for grant under Valmont's
current stock plans, the Board of Directors has approved the Plan which
authorizes the issuance of up to 800,000 shares of Valmont common stock.
Under the Plan, the Compensation Committee (the "Committee") of the Board may
grant stock options, stock appreciation rights, restricted stock and stock
bonuses to officers and other employees of Valmont and its subsidiaries. The
number of grantees may vary from year to year. The number of employees eligible
to participate in the Plan is estimated to be approximately 75. The Committee
administers the Plan and its determinations are binding upon all persons
participating in the Plan.
The maximum number of shares of Valmont's common stock that may be issued under
the Plan is 800,000. Any shares of common stock subject to an award which for
any reason are cancelled, terminated or otherwise settled without the issuance
of any common stock are again available for awards under the Plan. The maximum
number of shares of common stock which may be issued under the Plan to any one
employee shall not exceed 40% of the aggregate number of shares of common stock
that may be issued under the Plan. The shares may be unissued shares or
treasury shares. If there is a stock split, stock dividend, recapitalization
or other relevant change affecting Valmont's common stock, appropriate
adjustments may be made by the Committee in the number of shares issuable in
the future and in the number of shares and price under all outstanding grants
made before the event.
Grants Under the Plan
Stock Options for Employees. The Committee may grant employees nonqualified
options and options qualifying as incentive stock options. The option price of
either a nonqualified stock option or an incentive stock option will be the
fair market value of the common stock on the date of grant. Options qualifying
as incentive stock options must meet certain requirements of the Internal
Revenue Code, including the requirement that the aggregate fair market value of
the common stock (determined at the time of the grant of the option) with
respect to which such options are exercisable for the first time by an employee
during any calendar year shall not exceed $100,000. To exercise an option, an
employee may pay the option price in cash, or if permitted by the Committee, by
withholding shares otherwise issuable on exercise of the option or by
delivering other shares of common stock if such shares have been owned by the
optionee for at least six months. The term of each option will be fixed by the
Committee but may not exceed ten years from the date of grant. The Committee
will determine the time or times when each option is exercisable. Options may
be made exercisable in installments, and the exercisability of options may be
accelerated by the Committee. All outstanding options become immediately
exercisable in the event of a change-in-control of Valmont.
Replacement Options. The Committee may grant a replacement option to any
employee who exercises all or part of an option using "qualifying stock". A
replacement option grants to the employee the right to purchase, at fair market
value as of the date of said exercise and grant, the number of shares of stock
used by the employee in payment of the purchase price for the option or in
connection with applicable withholding taxes on the option exercise. A
replacement option may not be exercised for six months following the date of
grant, and expires on the same date as the option which it replaces.
"Qualifying stock" is stock which has been owned by the employee for at least
six months prior to the date of exercise and has not been used in a
stock-for-stock swap transaction within the preceding six months.
Stock Appreciation Rights. The Committee may grant a stock appreciation right
(an "SAR") in conjunction with an option granted under the Plan or separately
from any option. Each SAR granted in tandem with an option may be exercised
only to the extent that the corresponding option is exercised, and such SAR
terminates upon termination or exercise of the corresponding option. Upon the
exercise of an SAR granted in tandem with an option, the corresponding option
will terminate. SAR's granted separately from options may be granted on such
terms and conditions as the Committee establishes. If an employee exercises an
SAR, the employee will generally receive a payment equal to the excess of the
fair market value at the time of exercise of the shares with respect to which
the SAR is being exercised over the price of such shares as fixed by the
Committee at the time the SAR was granted. Payment may be made in cash, in
shares of Valmont common stock, or any combination of cash and shares as the
Committee determines.
Restricted Stock. The Committee may grant awards of restricted stock to
employees under the Plan. The restrictions on such shares shall be established
by the Committee, which may include restrictions relating to continued
employment and Valmont financial performance. The Committee may issue such
restricted stock awards without any cash payment by the employee, or with such
cash payment as the Committee may determine. The Committee has the right to
accelerate the vesting of restricted shares and to waive any restrictions. All
restrictions lapse in the event of a change-in-control of Valmont.
Stock Bonuses. The Committee may grant a bonus in shares of Valmont common
stock to employees under the Plan. Such stock bonuses may be in lieu of cash
compensation otherwise payable to such employee, or may be in addition to such
cash compensation.
Director Participation. Each non-employee director will receive under the Plan
(i) an annual award of 1,000 shares of common stock and (ii) an annual award of
a nonqualified stock option for 2,000 shares of common stock exercisable at the
fair market value of Valmont's common stock on the date of grant. These awards
shall be made annually on the date of and following completion of Valmont's
annual stockholders' meeting, commencing with the 1996 annual stockholders'
meeting. The common stock award will be forfeited if the director's services
terminate for any reason other than death, retirement from the board at
mandatory retirement age, or resignation or failure to stand for re-election,
in any such case without the prior approval of the board.
Tax Withholding. The Committee may permit an employee to satisfy applicable
federal, state and local income tax withholding requirements through the
delivery to Valmont of previously-acquired shares of common stock or by having
shares otherwise issuable under the Plan withheld by Valmont.
Other Information. Awards under the Plan are not transferable except by will
or the laws of descent and distribution and may be exercised only by the
grantee during his or her lifetime. The Board may terminate the Plan at any
time but such termination shall not affect any stock options, SAR's, restricted
stock or stock bonuses then outstanding under the Plan. Unless terminated by
action of the Board, the Plan will continue in effect until December 31, 2005,
but awards granted prior to such date will continue in effect until they expire
in accordance with their terms. The Board may also amend the Plan as it deems
advisable. All material amendments to the Plan must be submitted to the
stockholders for their approval to the extent required by Rule 16b-3
promulgated under the Securities Exchange Act of 1934 as amended.
Federal Income Tax Consequences
With respect to incentive stock options, if the holder of an option does not
dispose of the shares acquired upon exercise of the option within one year from
the transfer of such shares to such employee, or within two years from the date
the option to acquire such shares is granted, for federal income tax purposes
(i) the optionee will not recognize any income at the time of the exercise of
the option; (ii) the excess of the fair market value of the shares as of the
date of exercise over the option price will constitute an "item of adjustment"
for purposes of the alternative minimum tax; and (iii) the difference between
the option price and the amount realized upon the sale of the shares by the
optionee will be treated as a long-term capital gain or loss. Valmont will not
be allowed a deduction for federal income tax purposes in connection with the
granting of an incentive stock option or the issuance of shares thereunder.
With respect to the grant of options which are not incentive stock options, the
person receiving an option will recognize no income on receipt thereof. Upon
the exercise of the option, the optionee will recognize ordinary income in the
amount of the difference between the option price and the fair market value of
the shares on the date the option is exercised. Valmont will receive an
equivalent deduction at that time.
With respect to restricted stock awards and bonuses of common stock, an amount
equal to the fair market value of the Valmont shares distributed to the
employee (in excess of any purchase price paid by the employee) will be
includable in the employee's gross income at the time of receipt unless the
award is not transferable and subject to a substantial risk of forfeiture as
defined in Section 83 of the Internal Revenue Code (a "Forfeiture
Restriction"). If an employee receives an award subject to a Forfeiture
Restriction, the employee may elect to include in gross income the fair market
value of the award. In the absence of such an election, the employee will
include in gross income the fair market value of the award subject to a
Forfeiture Restriction on the earlier of the date such restrictions lapse or
the date the award becomes transferable. Valmont is entitled to a deduction at
the time and in the amount income is included in the gross income of an
employee.
With respect to stock appreciation rights, the amount of any cash (or the fair
market value of any common stock) received upon the exercise of a stock
appreciation right will be subject to ordinary income tax in the year of
receipt and Valmont will be entitled to a deduction for such amount.
Vote Required
The favorable vote of the holders of a majority of the outstanding shares of
Valmont's common stock present in person or represented by proxy at the meeting
is required for approval of the Plan.
The Board of Directors recommends a vote FOR
the approval of the Valmont 1996 Stock Plan.
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
REQUIRE ALL STOCKHOLDER ACTION BE TAKEN AT A STOCKHOLDER MEETING
The Board of Directors has unanimously approved an amendment to Valmont's
Certificate of Incorporation to add a new Article XIII (the "Proposed
Amendment"), subject to stockholder approval. The Proposed Amendment reads as
follows:
ARTICLE XIII
Annual and Special Meeting of Stockholders
Any action required or permitted to be taken by the holders of the capital
stock of the Company must be effected at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing by
such holders.
Delaware law permits, unless otherwise provided in the Certificate of
Incorporation, any action required or permitted to be taken by stockholders to
be taken without a meeting, without prior notice and without stockholder vote,
if a written consent setting forth the action to be taken is signed by
stockholders having the number of votes necessary to authorize such action at a
meeting of stockholders. Valmont's Certificate of Incorporation currently does
contain any provision restricting or regulating stockholder action by written
consent. Consequently, unless the Proposed Amendment is approved, persons
holding a majority of Valmont's common stock could take significant corporate
action without giving other stockholders notice or the opportunity to vote.
The Board of Directors believes that all stockholder decisions should be made
only after thoughtful consideration of complete information by all
stockholders. The information is provided through proxy solicitation, and the
period between delivery of the proxy and the stockholder meeting provides time
for consideration of such proposals. The Board of Directors believes that all
stockholders, and not just stockholders executing a written consent, should
have the opportunity to participate in the decision process.
The Proposed Amendment, by prohibiting stockholder action by written consent,
would require that notice of and the opportunity to participate in any proposed
stockholder action be given to all stockholders of Valmont who are entitled to
vote on the particular matter. Such notice would enable the stockholders to
take action, including judicial action, in order to protect their interests.
The Proposed Amendment may make more difficult, or delay, certain actions by a
person or a group seeking to acquire a substantial percentage of Valmont's
common stock, even though such actions might be desired by the holders of a
majority of the outstanding shares of common stock. In addition, the following
provisions of Valmont's corporate governance documents summarized below may
make more difficult, or delay, actions by a person seeking to obtain control of
Valmont: the Certificate of Incorporation provision providing for a classified
board of directors, the Stockholder Rights Plan, certain provisions of
Valmont's bylaws, and certain provisions of Delaware law.
Valmont's Certificate of Incorporation provides that its board of directors is
divided into three classes, each of which is elected by the stockholders once
every three years. The classification of directors means that at least two
annual meetings of stockholders, rather than one, are necessary in order to
effect a change in a majority of board members.
Valmont, in December 1995, adopted a stockholder rights plan by issuing a
dividend of one preferred share purchase right (the "Rights") for each
outstanding share of common stock. The Rights will become exercisable if a
person or group (other than certain exempt persons, including Robert B.
Daugherty and his related persons and entities who currently own approximately
27% of Valmont's common stock) acquires 15% or more of Valmont's common stock
or announces a tender offer for 15% or more of Valmont's common stock. Valmont
can redeem the rights at $.01 each at any time before a non-exempt person
acquires 15% of Valmont's common stock. If such a person acquires 15% or more
of Valmont's common stock, each Right would enable a Valmont stockholder (other
than the acquiring person) to acquire Valmont common stock having a market
value of twice the Right's exercise price or in effect at a 50% discount to the
market price. If Valmont were acquired by a merger or similar transaction
after such event, each Right would enable a Valmont stockholder (other than the
acquiring person) to buy shares of the acquiring company having a market value
of twice the Right's exercise price or in effect at a 50% discount to the
market price.
Valmont's bylaws require certain advance notice procedures which stockholders
must follow in order to nominate a director or present any other business in an
annual stockholders' meeting. Valmont's bylaws also provide that special
meetings of stockholders may be called only by the president of Valmont, who
must call such a meeting at the request of a majority of the board of
directors. Valmont's bylaws also contain provisions that reserve to the board
of directors the right to change the number of directors and to fill vacancies
on the board of directors.
Section 203 of the General Corporation Law of the Delaware prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
upon consummation of such transaction the interested stockholder owned 85% of
the voting stock of the corporation outstanding at the time the transaction
commenced or unless the business combination is, or the transaction in which
such person became an interested stockholder was, approved in a prescribed
manner. A "business combination" includes a merger, an asset sale and any other
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns 15% or more of the corporation's voting stock.
The Proposed Amendment is not being recommended in response to any effort to
obtain control of Valmont and the Board of Directors is not aware of any such
effort.
The favorable vote of the holders of a majority of the outstanding shares of
Valmont's common stock entitled to vote at the meeting is required to approve
the Proposed Amendment.
The Board of Directors recommends a vote FOR the approval of
Article XIII to the Certificate of Incorporation.
Independent Public Accountants
The Board of Directors of the Company upon recommendation of the Audit
Committee on February 28, 1996 approved a change in the Company's independent
accountants from KPMG Peat Marwick LLP ("Peat Marwick") to Deloitte & Touche
LLP ("Deloitte") effective for fiscal year 1996. The Board of Directors
requests that shareholders ratify the appointment of Deloitte. If ratification
is not received, the Board will reconsider the appointment. Representatives of
both Peat Marwick and Deloitte are expected to be present at the annual
meeting, will have the opportunity to make a statement if such representatives
desire to do so, and are expected to be available to respond to appropriate
questions.
The reports of Peat Marwick on the financial statements of the Company for
the past two fiscal years contain no adverse opinion or disclaimer of opinion
and were not qualified or modified as to any uncertainty, audit scope or
accounting principle. In connection with the audits for the past two fiscal
years, there were no disagreements with Peat Marwick on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Peat Marwick would have caused the firm to make reference thereto in its report
on the financial statements for such years. During the past two fiscal years
and through February 28, 1996, Peat Marwick has not advised the Company of any
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K issued by
the Securities and Exchange Commission). Peat Marwick furnished the Company
with a letter addressed to the Securities and Exchange Commission in which it
stated that it agreed with the foregoing statements in this paragraph.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1996.
Shareholder Proposals
Shareholder proposals intended to be presented at the next annual meeting of
shareholders must be received by the Company no later than November 24, 1996 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
Thomas P. Egan, Jr.
Secretary
Valmont Industries, Inc.
PROXY CARD
Valmont Industries, Inc.
Proxy for the Annual Meeting of Shareholders on April 22, 1996
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 22, 1996, 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
_________________________________________________________________
Mogens C. Bay
John E. Jones
Walter Scott, Jr.
(Instruction: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)
_________________________________________________________________
2) Proposal to amend the Valmont 1988 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) Proposal to approve the Valmont Executive Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4) Proposal to approve the Valmont 1996 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5) Proposal to amend the Certificate of Incorporation to eliminate
shareholder action without a meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6) PROPOSAL to ratify the appointment of Deloitte & Touche LLP as
independent accountants for fiscal 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7) 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 ALL PROPOSALS.
Dated this ___ day of _______________, 1996.
Signature_______________________
Signature_________________________________
(When signing as attorney, executor, administrator,
trustee, guardian or conservator, designate full title.
All joint tenants must sign.
