<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CTB INTERNATIONAL
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CTB INTERNATIONAL
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - --------------------------------------------------------------------------------
(5) Total fee paid:
- - - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- - - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- - - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - - --------------------------------------------------------------------------------
(3) Filing party:
- - - --------------------------------------------------------------------------------
(4) Date filed:
- - - --------------------------------------------------------------------------------
<PAGE> 2
March 31, 1998
To the Stockholders of CTB International Corp.:
You are cordially invited to attend the Annual Meeting of Stockholders of
CTB International Corp (the "Company") to be held on Tuesday, May 5, 1998, at
11:00 a.m. E.S.T., at the CTB Conference Center, State Road 15 North, Milford,
Indiana.
At the meeting, Stockholders will vote on the election of seven persons to
the Board of Directors and the ratification of the selection of Deloitte &
Touche LLP as independent accountants for the coming year. Details can be found
in the accompanying Notice and Proxy Statement.
We hope you are planning to attend the Annual Meeting personally and we
look forward to meeting with you. Please check the appropriate "attendance" box
on your proxy card. However, because the vote of each Stockholder is of utmost
importance, we kindly request that you complete, date and sign your proxy card
and return it to us promptly in the enclosed envelope, whether or not you
currently plan to attend the Annual Meeting. You may revoke your proxy at any
time before it is voted by giving written notice to the Secretary of the
Company, by filing a properly executed proxy bearing a later date, or by voting
in person at the Annual Meeting.
On behalf of the Board of Directors and management of CTB International
Corp. I would like to extend our appreciation for your continued support and
confidence.
Truly yours,
CTB INTERNATIONAL CORP.
J. Christopher Chocola
President and
Chief Executive Officer
<PAGE> 3
CTB INTERNATIONAL CORP.
STATE ROAD 15 NORTH
MILFORD, IN 46542-2000
219-658-4191
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF CTB INTERNATIONAL CORP:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CTB
International Corp. (the "Company"), will be held at the CTB Conference Center,
State Road 15 North, Milford, Indiana, on Tuesday, May 5, 1998, at 11:00 a.m.
E.S.T. for the following purposes:
1. To elect directors for a term of one (1) year;
2. To ratify the selection by the Board of Directors of Deloitte & Touche
LLP as independent auditors for the Company for the year ending December
31, 1998.
3. To transact any other business that may properly be brought before the
meeting or any adjournment thereof.
The Stockholders of record, as of the close of business on March 25, 1998,
of the Company's common stock, are entitled to notice of, and to vote at, the
Annual Meeting and all adjournments thereof.
By Order of the Board of Directors,
Michael J. Kissane
Secretary
March 31, 1998
Milford, Indiana
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE COMPLETE, SIGN, DATE, AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING.
<PAGE> 4
CTB INTERNATIONAL CORP.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1998
The enclosed proxy accompanying this Proxy Statement is solicited by and on
behalf of the Board of Directors of CTB International Corp. (the "Company") for
use at the 1998 Annual Meeting of Stockholders to be held on May 5, 1998 at
11:00 a.m. at the Company's Conference Center in Milford, Indiana, or any
adjournment thereof. This Proxy Statement and accompanying form of proxy were
first mailed on or about April 3, 1998 to stockholders of record (the
"Stockholders" or, individually, "Stockholder") as of March 25, 1998 (the
"Record Date").
The only outstanding class of voting securities of the Company is its
common stock, par value $0.01 per share (the "Common Stock"). There were
12,782,490 shares of the Company's Common Stock outstanding as of the close of
business on the Record Date. Stockholders shall be entitled to cast one vote per
share for election of Directors and one vote per share on all other matters.
A Stockholder who gives a proxy may revoke it at any time prior to its
exercise by filing with the Secretary of the Company a written revocation or a
duly executed proxy bearing a later date. The proxy may also be revoked if the
Stockholder attends the meeting and elects to vote in person. Proxies that are
signed but unmarked will be voted as recommended by the Board of Directors. A
majority of the outstanding shares of Common Stock, present in person or by
proxy and entitled to vote, will constitute a quorum for the transaction of
business at the Annual Meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of March 25, 1998, for (i) each
person known by the Company to beneficially own more than 5% of the Common
Stock, (ii) each of the Company's directors, (iii) the Company's Chief Executive
Officer, (iv) each of the Company's four other most highly compensated executive
officers for 1997, and (v) all current directors and executive officers as a
group. Unless otherwise noted, the address of each of the Stockholders named
below is the Company's principal executive office.
<TABLE>
<CAPTION>
NUMBER PERCENT
OF OF
NAME OF BENEFICIAL OWNER SHARES SHARES
------------------------ ------ -------
<S> <C> <C>
American Securities Partners G.P. (Management)
Corp.(1).............................................. 4,127,189 31.9%
ASP/CTB G.P. Corp.(2)................................... 454,706 3.5%
Michael G. Fisch(1)(2).................................. 4,581,895 35.4%
Charles D. Klein(1)(2).................................. 4,581,895 35.4%
Caryl M. Chocola(3)..................................... 1,541,301 11.9%
J. Christopher Chocola.................................. 706,987 5.5%
Don J. Steinhilber...................................... 45,659 0.4%
Roger W. Townsend....................................... 31,901 0.2%
Frank S. Hermance....................................... 1,000 --
Robert W. Martin........................................ 500 --
Larry D. Greene......................................... 300 --
David L. Horing......................................... -- --
Bruce H. Marshall....................................... -- --
All directors and executive officers as a group......... 6,998,278 54.1%
</TABLE>
- - - -------------------------
(1) Shares of Common Stock shown as beneficially owned by American Securities
Partners G.P. (Management) Corp. are owned of record by American Securities
Partners, L.P., of which American Securities Associates, L.P., ("ASALP") is
the sole general partner and possesses sole voting and investment power.
1
<PAGE> 5
American Securities Partners G.P. (Management) Corp. is the sole general
partner of ASALP and possesses sole voting and investment power. Messrs.
Klein and Fisch as stockholders of American Securities Partners G.P.
(Management) Corp., may be deemed to have beneficial ownership of the shares
shown as beneficially owned by American Securities Partners G.P.
(Management) Corp. Such persons disclaim beneficial ownership of such
shares.
(2) Shares of Common Stock shown as beneficially owned by ASP/CTB G.P. Corp. are
owned of record by ASP/CTB L.P. of which ASP/CTB G.P. Corp. is the sole
general partner and as to which it possesses sole voting and investment
power. Messrs. Klein and Fisch, as stockholders of ASP/CTB G.P. Corp., may
be deemed to have beneficial ownership of the shares shown as beneficially
owned by ASP/CTB G.P. Corp. Such persons disclaim beneficial ownership of
such shares.
(3) Shares of Common Stock shown as beneficially owned by Caryl M. Chocola are
owned of record by the "Caryl M. Chocola Michigan Trust", of which Caryl M.
Chocola is the sole beneficiary.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of seven (7) members. There are
currently seven members of the Board of Directors. Directors are elected
annually by a plurality of votes by the Stockholders present or represented at
the annual meeting and entitled to vote. Each director holds office for a term
of one year or until his/her successor is elected or qualified. The Board of
Directors has nominated and recommends the election of the seven nominees listed
below. All current directors are being renominated for election to another term
as a director. The name, age, business background and tenure as a director of
the Company of each nominee are set forth below. If, at the time of the meeting,
any of such nominees should be unable to or decline to serve, the discretionary
authority provided in the proxy will be exercised to vote for a substitute or
substitutes chosen by the Board. The nominees for director have consented to
serve, if elected, and the Company has no reason to believe that any substitute
nominee or nominees will be required. Unless authority
2
<PAGE> 6
to vote for a nominee is expressly withheld, the accompanying Proxy will be
voted FOR the nominees named below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DIRECTOR
NOMINEES DURING THE PAST FIVE YEARS AGE SINCE
-------- -------------------------------------------- --- --------
<S> <C> <C> <C>
Caryl M. Chocola............... President of K.C. Equine Systems Inc., a provider of 59 1976
fencing and horse feeder equipment since 1993.
Director of the Company and the Predecessor Company
since 1976.
J. Christopher Chocola......... President of the Company since 1996 and CEO of the 36 1991(1)
Company or its predecessor since March 1994.
Executive Vice President of the Company from
November 1993 to July 1996. General Manager of the
Chore-Time division from October 1991 to November
1993.
Michael G. Fisch............... Chairman of the Board of the Company since 1995. 35 1995(1)(3)
President of American Securities Capital Partners,
L.P., ("ASCP") since 1994 and a Managing Director of
American Securities, L.P., since 1993. Chairman of
the Board of Caribbean Restaurants Holdings, Inc., a
Burger King franchisee, and is a director of
Culligan Water Technologies, Inc. (NYSE), a water
filtration equipment manufacturer, MVE Holdings,
Inc., a manufacturer of cryogenic storage vessels,
Caire, Inc., a medical supply company, and Ketema,
Inc., a diversified industrial company.
Larry D. Greene................ Senior Vice President of Tauber Enterprises, a 41 1997(2)(3)
private investment company, since 1992. Executive
Vice President and Chief Operating Officer of Sinai
Health System, a health care company, from 1988
until 1992. Director of Complex Tooling & Moulding,
Inc., an injection molder of plastic components.
Frank S. Hermance.............. President and Chief Operating Officer of AMETEK, 49 1997(2)(3)
Inc. (NYSE), a diversified industrial company, since
November 1996, Executive Vice President and Chief
Operating Officer from January 1996 until November
1996. President of Precision Instruments Group from
1994 until 1996, and Group Vice President from 1990
until 1994 of AMETEK, Inc.
David L. Horing................ A Managing Director of ASCP since 1997 and a 35 1995(1)(2)
Principal of ASCP from 1995 to 1997. Manager of The
Dyson-Kissner-Moran Corporation, a private
investment firm, from 1988 until 1995. Director of
the general partner of Community Pacific
Broadcasting Company, L.P., a radio broadcaster, and
of Caribbean Restaurants Holdings, Inc.
Charles D. Klein............... A financial advisor to the William Rosenwald family 59 1995
and a Managing Director of American Securities, L.P.
and its affiliates since 1978. Director of AMETEK,
Inc., Ketema, Inc., the general partner of Community
Pacific Broadcasting Company, L.P., and Caribbean
Restaurants Holdings, Inc.
</TABLE>
- - - -------------------------
NOTES
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
3
<PAGE> 7
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Board of Directors: The Board of Directors held five regular meetings
during the last year. The Board has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee. Each Director has
attended at least 75% of all committee and Board meetings.
(1) Executive Committee: The Executive Committee is responsible for
meeting, when required, on short notice during intervals between meetings of the
Board of Directors and has authority to exercise all of the powers of the Board
of Directors in the management and direction of the affairs of the Company
subject to specific directions of the Board of Directors and to the limitations
of the Delaware General Corporation Law. The Executive Committee met one time
during the last year.
(2) Audit Committee: The Audit Committee is responsible for making
recommendations to the Board of Directors regarding the selection of independent
auditors to audit the Company's annual financial statements, conferring with the
independent auditors and reviewing the scope and the fees of the annual audit,
reviewing the Company's audited financial statements, accounting and financial
procedures, monitoring the Company's internal controls procedures and approving
the nature and scope of nonaudit services performed by the independent auditors.
The Audit Committee met two times during the past year.
(3) Compensation Committee: The Compensation Committee is responsible for
reviewing and making recommendations to the Board of Directors on matters
concerning compensation of management, executive officers and employees. The
Compensation Committee met one time during the past year.
Each director of the Company who is not an employee of the Company or an
employee of American Securities, L.P. or its affiliates (hereafter collectively
"American Securities") receives an annual fee of $10,000 plus a fee of $2,500
for each Board of Directors meeting attended and $2,500 for each committee
meeting attended if not held concurrently with a meeting of the Board of
Directors. Directors who are also employees of the Company or who are officers
or employees of American Securities receive no remuneration for serving as
directors. Messrs. Greene and Hermance, the only directors who were entitled to
compensation in 1997, also were each granted an option to purchase 18,140 shares
of the Company's Common Stock at a price equal to the fair market value of the
shares at the time of the grant, and subject to vesting in seven (7) years with
a five (5) year accelerated vesting schedule based on the Company achieving
certain financial targets.
J. Christopher Chocola is the son of Caryl M. Chocola.
4
<PAGE> 8
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth, for 1996 and 1997,
certain information with respect to the compensation of the Company's President
and Chief Executive Officer and the four other most highly compensated executive
officers who served in such capacities for 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------- ------------
OTHER SECURITIES ALL
NAME AND ANNUAL UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION(2)
------------------ ---- ------ -------- ------------ ---------- ---------------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
J. Christopher Chocola....... 1997 148,500 101,155 -- -- 10,795
President, Chief Executive 1996 144,200 123,170 -- 72,560 11,091
Officer and Director
Bruce W. Marshall............ 1997 125,000 65,413 16,264(3) -- 9,368
President of CTB 1996 20,000 -- -- 72,560 --
International
Roger W. Townsend............ 1997 116,700 79,894 -- -- 8,573
Executive Vice President 1996 113,300 96,766 -- 108,840 8,764
and General Manager --
Grain Systems of CTB, Inc.
Don J. Steinhilber........... 1997 106,500 54,051 -- -- 7,733
Vice President, 1996 90,492 64,762 -- 72,560 6,940
Chief Financial Officer
Robert W. Martin............. 1997 103,000 53,906 23,245(3) -- 8,198
Executive Vice President 1996 82,244 64,017 19,557(3) -- 6,267
of CTB, Inc.
</TABLE>
- - - -------------------------
(1) Includes amounts paid pursuant to the Management Incentive Compensation Plan
and includes a holiday bonus of 5% of base salary payable to all employees
in December with 1,000 hours of service for the twelve months ended November
30.
(2) Includes amounts (i) contributed under the Profit Sharing Plan that are
determined based on the Company's results of operations, (ii) contributed as
matching contributions under the 401(k) Plan and (iii) determined to be
imputed income on group-term life insurance policies. At the beginning of
each year, the Board of Directors determines the rate, if any, that the
Company will contribute to the Profit Sharing Plan for that year based on
the achievement of certain financial targets for that year. The Company is
not required to make any contribution to the Profit Sharing Plan if minimum
levels of financial performance are not met. The contributions are allocated
among eligible employees in proportion to their total qualified
compensation. The Profit Sharing Plan also provides for the making of
cash-or-deferred contributions pursuant to Section 401(k) of the Internal
Revenue Code. Each year, the Company has the discretion to elect to make a
matching contribution with respect to each employee. In recent years, the
Company has made contributions equal to 50% of the amount contributed by
such employee up to a total matching contribution of 2% of base
compensation. The Company maintains a group-term life insurance plan for
substantially all salaried employees. The Company makes the premium payments
on the group-term life insurance policies which vary according to age and
insurance coverage. The amount included as compensation for each named
executive officer represents the value of coverage
5
<PAGE> 9
in excess of $50,000.00, in accordance with Internal Revenue Code Section 79,
during the covered year. The 1997 amounts of other annual compensation follow:
<TABLE>
<CAPTION>
CONTRIBUTIONS CONTRIBUTIONS
TO THE TO THE GROUP-TERM
NAME PROFIT SHARING PLAN 401(K) PLAN LIFE INSURANCE
---- ------------------- ------------- --------------
($) ($) ($)
<S> <C> <C> <C>
J. Christopher Chocola......................... 7,507 2,970 318
Bruce H. Marshall.............................. 6,319 2,500 549
Roger W. Townsend.............................. 5,899 2,334 340
Don J. Steinhilber............................. 5,384 2,130 219
Robert W. Martin............................... 5,207 2,060 931
</TABLE>
(3) For temporary commuting and living expenses.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME EXERCISE REALIZED FISCAL YEAR-END FISCAL YEAR-END
---- ----------- -------- ---------------------------- ----------------------------
# # $ $
# $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
J. Christopher Chocola...... -- -- 29,024 43,536 389,592 584,388
Bruce H. Marshall........... -- -- 14,512 58,048 134,796 539,185
Roger W. Townsend........... -- -- 43,536 65,304 584,388 876,582
Don J. Steinhilber.......... -- -- 29,024 43,536 389,592 584,388
Robert W. Martin............ -- -- -- -- -- --
</TABLE>
6
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
POLICIES AND OBJECTIVES
The Compensation Committee of the Board of Directors (referred to herein as
the "Committee") is responsible for administering the compensation and benefit
programs for the Company's employees, including the executive officers. The
Committee annually reviews and evaluates cash compensation and stock option
grant recommendations made by the President and Chief Executive Officer for the
executive officers (other than for himself) along with the rationale for such
recommendations. The Committee examines these recommendations in relation to the
Company's overall objectives and makes compensation recommendations to the Board
of Directors for final approval. The Committee also sends to the Board of
Directors for approval its recommendations on compensation for the President and
Chief Executive Officer, who does not participate in the Committee's decisions
as to his compensation package.
GENERAL
The Company has developed and implemented compensation policies, plans and
practices that seek to attract and retain qualified and talented employees and
enhance the profitability of the Company. The Company is committed to maximizing
stockholder value through performance and the Committee believes that superior
performance by the Company's executive and management team is an essential
element to reaching that goal. The policies, plans and practices are designed to
help achieve this objective by relating compensation to both Company and
individual performance.
Based on these objectives, the compensation package of the executive
officers consists of four primary elements: (1) base salary; (2) incentive
bonuses; (3) stock options; and (4) participation in employee benefit plans.
BASE SALARY
A base salary is set for each executive officer at the beginning of each
calendar year by the Board of Directors after receiving a recommendation from
the Committee. The Committee recommends to the Board of Directors what it
believes to be an appropriate base salary for each executive officer based on
the Company's performance, the executive officer's performance, the Company's
future objectives and challenges and the current competitive environment. Base
salaries are intended to be relatively moderate, but competitive.
INCENTIVE BONUSES
The Company's policy is to base a significant portion of each executive
officer's annual compensation on the financial performance of the Company. A
significant portion of each executive officer's potential annual cash
compensation, ranging from approximately 25% to 60%, is based upon the incentive
bonus which is accrued during the year and paid following the conclusion of each
year. The bonus is determined on the basis of a formula which compares actual
performance against Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA") targets which are established by the Board of Directors
at the beginning of each year. The target bonus for each executive officer is
determined by the Committee based upon the goals, objectives and
responsibilities of each officer. The Committee may exercise some discretion in
making bonus awards.
STOCK OPTIONS
Stock options are a key element in the Company's long-term compensation
program. The primary purpose of stock options is to provide executive officers
and other employees with a personal and financial interest in the success of the
Company through stock ownership, thereby aligning the interests of such persons
with those of the Company's Stockholders. The executive officers were previously
granted stock options which have a seven year vesting period, but which also
have accelerated vesting in increments over 5 years or 6 years
7
<PAGE> 11
if the Company achieves certain financial targets. There were no stock option
grants to any named executive officers in 1997.
BENEFIT PLANS
The executive officers also participate in the Company's Profit Sharing
Plan and 401(k) Plan described in Note 2 under the Summary Compensation Table.
All executive officers and employees who are at least 18 years of age and have
at least 1,000 hours of service are eligible to participate in the Profit
Sharing Plan. Participation in the 401(k) Plan is immediately available to all
employees (other than temporary employees) 18 years of age. All contributions to
the Profit Sharing and 401(k) Plans are allocated to various investment
alternatives, at the employee's discretion, within an account maintained on
behalf of each participating employee and, to the extent vested, are distributed
to the employee upon retirement, death, disability or termination of service.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
The compensation for the Company's President and Chief Executive Officer,
J. Christopher Chocola, is established by the Committee and approved by the
Board of Directors. The Committee considers the Company's success in achieving
its performance goals as well as the Committee's and Board's assessments of Mr.
Chocola's individual performance. Over the years, Mr. Chocola has received
modest increases in his cash compensation, notwithstanding the strong financial
results of the Company. Mr. Chocola has been granted stock options which are
tied to Company financial performance targets for accelerated vesting purposes,
the same as those for certain other executive officers and other employees. Mr.
Chocola's incentive bonus is also tied to the same financial goals for the
Company as applied to the other executive officers and other employees eligible
for such bonuses. Notwithstanding an increase in the Company's sales and net
income of approximately 36% and 63%, respectively, for 1997, the salary paid to
Mr. Chocola increased less than 3% while his potential bonus level, as a
percentage of base salary, remained the same.
The Committee believes that the executive compensation programs and
practices described above are conservative and fair to the Company's
Stockholders. The Committee further believes that these programs and practices
serve the best interests of the Company and its Stockholders.
Respectfully submitted,
Michael G. Fisch
Larry D. Greene
Frank S. Hermance
8
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative total return of CTB
International Corp., the S&P Small Cap 600 Index, and a composite Peer Group
Index constructed by the Company and weighted by market capitalization, which
includes the following companies, but from which the Company has been excluded:
Cal-Maine Foods, Inc.; Gehl Company; Lindsay Manufacturing Co.; Pilgrim's Pride
Corp.; RDO Equipment Co.; Sanderson Farms, Inc.; Thorn Apple Valley, Inc.;
Valmont Industries, Inc.; and WLR Foods, Inc.
The total return assumes $100 invested in the Company's common stock, the
S&P Small Cap Index and Peer Group Index on August 21, 1997. It includes
reinvestment of dividends and is based on the closing stock price on the last
trading day of December for the Company, the S&P Small Cap Index and the Peer
Group Index.
The comparative performance of the Company's common stock against the
indices as depicted in this graph is dependent on the price of stock at a
particular measurement point in time. Since individual stocks are more volatile
than broader stock indexes, the perceived comparative performance of the
Company's common stock may vary based on the strength or weakness of the stock
price at the new measurement point used in each future proxy statement graph.
For this reason, the Company does not believe that this graph should be
considered as the sole indicator of Company performance.
9
<PAGE> 13
CERTAIN TRANSACTIONS
Under the terms of an agreement with ASCP, the Company pays annual
management fees of $300,000 plus expenses to ASCP. Additionally, other fees paid
by the Company to ASCP during 1997 pursuant to separate agreements consist of
$503,000 in connection with the acquisitions of Fancom Holding B.V. and the
Grain Systems Division of Butler Manufacturing Company; and $350,000 in
connection with the Company's initial public offering of its common stock (the
"Offering").
In conjunction with the Offering, certain Stockholders (including American
Securities Partners, L.P., ASP/CTB, LP, J. Christopher Chocola and Caryl
Chocola) redeemed 15,000 shares of preferred stock and exchanged 9,069 shares of
preferred stock for 647,786 shares of common stock.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and officers, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock, and to furnish the Company with copies of all such
reports they file. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, during the year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its officers, Directors, and
greater than 10 percent beneficial owners were complied with.
PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Subject to ratifications by the Stockholders, the Board of Directors has
selected Deloitte & Touche LLP as independent auditors for the Company for the
year ending December 31,1998. The Company has been advised by such firm that
neither it nor any of its associates has any material direct or indirect
financial interest in the Company. Deloitte & Touche LLP were the independent
auditors for the Company for the years ended December 31, 1997 and 1996.
10
<PAGE> 14
Representatives of Deloitte & Touche LLP, are expected to be present at the
Annual Meeting and to be available to respond to appropriate questions
concerning the audit for the year ended December 31, 1997.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for
consideration at the meeting by the Board of Directors or by Stockholders who
have requested inclusion of proposals in the Proxy Statement. If any other
matter shall properly come before the meeting, the persons named in the
accompanying form of proxy intend to vote on such matters in accordance with
their judgment.
STOCKHOLDER PROPOSALS
Any Stockholder proposals intended to be presented at the 1999 Annual
Meeting must be received by the Company at its principal executive offices no
later than November 15, 1998 in order to be considered for inclusion in the
proxy materials.
10-K REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K IS
AVAILABLE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO DON J. STEINHILBER, VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER, CTB INTERNATIONAL CORP., P.O. BOX 2000,
MILFORD, INDIANA 46542-2000, U.S.A.
MARCH 31, 1998
11
<PAGE> 15
to come
