SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [X]
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(e) or Rule 14a-12
CTB INTERNATIONAL
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Name of Registrant as Specified
in its Charter)
CTB INTERNATIONAL
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(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:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] 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
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April 5, 2000
To the Shareholders of CTB International Corp.:
You are cordially invited to attend the Annual Meeting of Shareholders of CTB
International Corp (the "Company") to be held on Friday, May 5, 2000, at 10:00
a.m. E.S.T./C.D.T., at the CTB Conference Center, State Road 15 North, Milford,
Indiana.
At the meeting, Shareholders will vote on the election of nine 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. However, because the vote of each
Shareholder 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.
Victor A. Mancinelli
President and
Chief Executive Officer
<PAGE>
CTB International Corp.
State Road 15 North
Milford, IN 46542-2000
219-658-4191
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CTB INTERNATIONAL CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CTB
International Corp. (the "Company"), will be held at the CTB Conference Center,
State Road 15 North, Milford, Indiana, on Friday, May 5, 2000, at 10:00 a.m.
E.S.T./C.D.T. for the following purposes:
1. To elect directors for designated terms of one (1) year.
2. To ratify the selection by the Audit Committee of the Board of Directors of
Deloitte & Touche LLP as independent accountants for the Company for the
year ending December 31, 2000.
3. To transact any other business that may properly be brought before the
meeting or any adjournment thereof.
The Shareholders of record, as of the close of business on March 20,
2000, 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
April 5, 2000
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>
CTB INTERNATIONAL CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 2000
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 2000 Annual Meeting of Shareholders to be held on May
5, 2000 at 10:00 a.m. E.S.T./C.D.T. 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 5, 2000 to
shareholders of record (the "Shareholders" or, individually, "Shareholder") as
of March 20, 2000 (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
10,999,202 shares of the Company's Common Stock outstanding as of the close of
business on March 20, 2000. Shareholders shall be entitled to cast one vote per
share for election of Directors and one vote per share on all other matters.
A Shareholder 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
Shareholder 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. The Company will pay all expenses in connection
with this Proxy Statement.
Principal Shareholders
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of March 20, 2000, except as
otherwise noted, 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 1999, and (v) all current
directors and executive officers as a group. Unless otherwise noted, the address
of each of the Shareholders named below is the Company's principal executive
office.
<TABLE>
<CAPTION>
Number Percent
Of Of
Name of Beneficial Owner Shares Shares
- ----------------------------------------------- ----------- --------
<S> <C> <C>
Prudential Insurance Company of America.................... 810,600 (1) 7.4%
751 Broad Street
Newark, NJ 07102-3777
State of Wisconsin Investment Board......................... 770,000 (2) 7.0%
P.O. Box 7842
Madison, WI 53707
American Securities Partners................................... 4,127,189 37.5%
G.P. (Management) Corp. (3)
24th Floor
122 East 42nd Street
New York, NY 10168-0002
<PAGE>
ASP/CTB G.P. Corp (4).......................................... 454,706 4.1%
24th Floor
122 East 42nd Street
New York, NY 10168-0002
Michael G. Fisch (3) (4)....................................... 4,581,895 41.7%
Charles D. Klein (3) (4)....................................... 4,581,895 41.7%
Caryl M. Chocola (5)........................................... 1,470,501 13.4%
J. Christopher Chocola......................................... 702,323 6.4%
Frank S. Hermance.............................................. 4,000 ---
Gerard van Rooijen............................................. 1,000 ---
Larry D. Greene................................................ 300 ---
David L. Horing................................................ --- ---
Victor A. Mancinelli........................................... --- ---
Roger W. Townsend.............................................. 75,437 0.7%
George W. Murdoch.............................................. 600 ---
All directors and executive
officers as a group......................................... 7,004,697 63.7%
</TABLE>
(1) Based on Schedule 13G dated January 31, 2000 which indicates as of
December 31, 1999, Prudential Insurance Company of America had sole
voting power over 211,800 shares, shared voting power over 598,800
shares, sole dispositive power over 211,800 shares and shared
dispositive power over 598,800 shares.
(2) Based on Schedule 13G dated January 31, 2000, which indicates as of
December 31, 1999, State of Wisconsin Investment Board had sole voting
power over 770,000 shares, shared voting power over no shares, sole
dispositive power over 770,000 shares and shared dispositive power over
no shares.
(3) Shares of Common Stock shown as beneficially owned by American
Securities Partners GP (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. American Securities Partners GP
(Management) Corp. is the sole general partner of ASALP and possesses
sole voting and investment power. Messrs. Klein and Fisch as
shareholders of American Securities Partners GP (Management) Corp.,
may be deemed to have beneficial ownership of the shares shown as
beneficially owned by American Securities Partners GP(Management) Corp.
Such persons disclaim beneficial ownership of such shares.
<PAGE>
(4) 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 shareholders 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.
(5) 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 currently provide for a Board of nine (9) members.
Directors are elected annually by a plurality of votes by the Shareholders
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 nine nominees listed below. All current directors are being re-nominated for
election to another term as a director. The name, age, business background and
tenure as a director of the Company, if applicable, of each nominee are set
forth below. The nine nominees will be elected to serve until the next annual
meeting of Shareholders and until their respective successors are elected and
qualified. 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 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 During the Director
Nominees Past Five Years Age Since
- -------- ------------------------------------------------------------------ --- --------
<S> <C> <C> <C>
Caryl M. Private investor. President of K.C. Equine Systems Inc., a 61 1976
Chocola provider of fencing and horse feeder equipment since 1993.
Director of the Company and its predecessor since 1976.
J. Christopher Chairman of the Board since April 1999. President of the Company 38 1991
Chocola from February 1996 to April 1999 and Chief Executive Officer of (1)
the Company and its predecessor from March 1994 to April 1999.
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. President of American Securities Capital Partners, L.P., ("ASCP") 37 1995
Fisch since 1994. Director of Anthony Holdings, Inc., a manufacturer (1)(3)
of glass doors; Healthcare Direct, Inc., a catalog retailer; and
El Pollo Loco Holdings, Inc., a quick-service restaurant operator.
Larry D. President and Director of Complex Tooling & Molding, Inc., an 43 1997
Greene injection molder of plastic components, since 1998. Senior Vice (2)(3)
President of Tauber Enterprises, a private investment company
from 1992 until 1998.
Frank S. President and Chief Executive Officer of AMETEK, Inc., (NYSE) a 51 1997
Hermance diversified industrial company, since September 1999, President (2)(3)
and Chief Operating Officer from November 1996 to September
1999, Executive Vice President and Chief Operating Officer from
January 1996 until November 1996. President of Precision
Instruments Group of AMETEK, Inc. from 1994 until November 1996,
and Group Vice President from 1990 until 1994.
<PAGE>
David L. A Managing Director of ASCP since 1995. Chairman of the Board of 37 1995
Horing Anthony Holdings, Inc., El Pollo Loco Holdings, Inc., and Miltex (1)(2)
Holdings, Inc., a supplier of surgical and dental instruments,
and Director of Caribbean Restaurants Holdings, Inc., a Burger
King franchisee.
Charles D. Managing Director of ASCP and/or its affiliates since 1978. 61 1995
Klein Director of AMETEK, Inc.
Victor A. President and Chief Executive Officer of the Company since April 56 1999
Mancinelli 1999. Executive Vice President and Chief Operating Officer of (1)
Gehl Company (NASDAQ) from November 1992 to April 1999.
Gerard van Managing Director of Roxell N.V. (and its predecessor companies), 57 1999
Rooijen Maldegem, Belgium since 1971 (a subsidiary of the Company since
January 1999). Member of the Board of Directors of Fedagrim
(Belgian trade organization of manufacturers and importers of
agricultural machinery) since 1992.
</TABLE>
Notes
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THESE NOMINEES AS DIRECTORS.
PROPOSAL NO. 2 - Ratification of Selection of Independent Accountants
Subject to ratification by the Shareholders, the Board of Directors has
selected Deloitte & Touche LLP as independent accountants for the Company for
the year ending December 31, 2000. The Company has been advised by such firm
that they are independent accountants with respect to the Company, within the
meaning of the Securities Acts administered by the Securities and Exchange
Commission and the requirements of the Independence Standards Board. Deloitte &
Touche LLP were the independent accountants for the Company for the year ending
December 31, 1999.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS.
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% ofall committee and Board meetings.
<PAGE>
(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
Indiana Business Corporation Law. The Executive Committee met five times 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
accountants to audit the Company's annual financial statements, conferring with
the independent accountants 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 control procedures and
approving the nature and scope of non-audit services performed by the
independent accountants. 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 two times 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 $2,500 for each
committee meeting attended if not held concurrently with a meeting of the Board
of Directors. Directors who are also employees of the Company or who are
officers or employees of American Securities receive no remuneration for serving
as directors. Each director who was entitled to compensation in 1997 also was
granted an option to purchase 18,140 shares of the Company's Common Stock at a
price equal to the fair market value of the shares at the time of the grant, and
subject to vesting in seven (7) years with a five (5) year accelerated vesting
schedule based on the Company achieving certain financial targets.
J. Christopher Chocola is the son of Caryl M. Chocola.
Executive Compensation
The following Summary Compensation Table sets forth, for 1997, 1998 and
1999 certain information with respect to the compensation of the Company's
President and Chief Executive Officer and the four other most highly compensated
executive officers who served in such capacities for 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------- ----------
Other Securities All
Name and Principal Annual Underlying Other
Position Year Salary Bonus (1) Compensation Options Compensation (2)
-------- ---- ------ --------- ------------ ------- ----------------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Victor A. Mancinelli 1999 222,885 159,894 27,061(3) 300,000 12,957
President, Chief Executive
Officer and Director
J. Christopher Chocola 1999 148,500 7,425 - - 7,764
Chairman of the Board of 1998 148,500 7,525 - - 7,658
Directors 1997 148,500 101,155 - - 10,795
Gerard van Rooijen 1999 220,710 34,121 - - 23,825
Managing Director of
Roxell N.V.
<PAGE>
Roger W. Townsend 1999 123,600 6,165 - - 6,504
Executive Vice President 1998 120,000 5,986 - - 6,227
and General Manager - 1997 116,700 79,894 - - 8,573
Grain Systems Business of
CTB
George W. Murdoch 1999 127,500 6,365 - - 6,713
Executive Vice President 1998 125,000 6,064 44,818(4) 88,000 6,386
International Business 1997 80,300 29,351 - 12,093 6,825
of CTB
</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 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 U.S. 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 in excess of
$50,000.00, in accordance with Internal Revenue Code Section 79, during
the covered year. The Company maintains a whole life insurance policy
on one executive officer. The amount included as compensation is the
amount of premium paid under the policy. The 1999 amounts of all other
compensation follow:
<TABLE>
<CAPTION>
Contributions Contributions
to the To the Group-Term Whole Life
Name Profit Sharing Plan 401(k) Plan Life Insurance Insurance
----------------------------- -------------------- --------------- --------------------------------
($) ($) ($) ($)
<S> <C> <C> <C> <C>
Victor A. Mancinelli 6,999 4,458 1,500 -
J. Christopher Chocola 4,559 2,970 129 -
Gerard van Rooijen - - - 6,260
Roger W. Townsend 3,684 2,400 143 -
George W. Murdoch 3,838 2,500 48 -
</TABLE>
(3) For temporary commuting and living expenses. Additional amounts may be
owed in 2000.
(4) Includes amounts paid related to company-requested geographic
relocation.
<PAGE>
Stock Options
Stock options were granted in 1999 to the following executive officers
named on the Summary Compensation Table:
<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Number of Percent of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise Price Expiration
Name Granted (#) 1999 ($/Share) Date
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Victor A. Mancinelli 200,000 66.7% 6.75 April 12, 2009
Victor A. Mancinelli 100,000 33.3% 14.00 April 12, 2009
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
And Year-End Option/SAR Values
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money
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 - - 43,536 29,024 216,918 144,612
Victor A. Mancinelli - - - 300,000 -
-
- - 21,768 43,536 108,459 216,918
Roger W. Townsend
- - 3,628 96,465 - -
George W. Murdoch
</TABLE>
<PAGE>
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 Chairman of
the Board and President and Chief Executive Officer, who do not participate in
the Committee's decisions as to their 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 shareholder 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 an earnings measurement. Financial performance in 1999 was
significantly below targeted levels resulting in (with limited exception) no
incentive bonuses being awarded to executive officers. In 1997 and 1998,
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
targets were established by the Board of Directors at the beginning of each
year. For measurement of the 1999 and 2000 bonuses, the Board of Directors
established Diluted Earnings per Share targets. The target bonus level 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 Shareholders. Most 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 if the
Company achieves certain financial targets. In 1999, one executive officer was
granted stock options, some of which vest after 3 years and others which vest
20% each year over a 5 year period, respectively.
<PAGE>
Benefit Plans
The U.S. based executive officers also participate in the Company's
Profit Sharing Plan and 401(k) Plan described in note 2 under the Summary
Compensation Table. U.S. 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) at least
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, Victor A. Mancinelli, 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. Mancinelli's individual performance. Mr. Mancinelli's
incentive bonus is tied to the same financial goals for the Company as applied
to the other executive officers and other employees eligible for such bonuses.
As part of the compensation package to attract Mr. Mancinelli to the Company the
Board of Directors agreed to a guaranteed minimum bonus of $150,000 for 1999.
There is no guaranteed minimum bonus in 2000.
The Committee believes that the executive compensation programs and
practices described above are conservative and fair to the Company's
Shareholders. The Committee further believes that these programs and practices
serve the best interests of the Company and its Shareholders.
Respectfully submitted,
Michael G. Fisch
Larry D. Greene
Frank S. Hermance
Performance Graph
The following graph compares the cumulative total return of CTB
International Corp., the S&P Small Cap 600 Index, and acomposite 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.; Valmont Industries, Inc.;
and WLR Foods, Inc. Thorn Apple Valley, Inc., which has previously been
included in the Peer Group Index, was acquired during 1999 and is no longer a
publicly-traded entity. Consequently, the Peer Group Index for periods prior to
1999 has been restated to exclude Thorn Apple Valley, Inc. to allow
comparability between all periods presented.
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.
<PAGE>
The comparative performance of the Company's common stock against the
indexes 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.
Certain Transactions
Under the terms of a management consulting agreement dated January 4,
1996, the Company is required to pay annual management fees of $300,000 plus
expenses to ASCP.
The Earn-Out amount related to the 1996 acquisition of the Company in a
leveraged buyout transaction was calculated as $7,040,000 (see Note 19 to the
1999 Financial Statements). The Company was obligated to pay the Earn-Out Amount
in three installments beginning on April 5, 1999. Two installments totaling
$5,280,000 were made during 1998. The third and final installment of $1,760,000
was paid on January 3, 2000. Portions of the Earn-Out Amount are payable to
certain current directors and officers of the Company.
In conjunction with the Company's initial public offering, certain
shareholders (including affiliates of ASCP, 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, 1999, all
Section 16(a) filing requirements applicable to its officers, Directors, and
greater than 10 percent beneficial owners were complied with.
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 Shareholders 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.
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, 1999.
<PAGE>
Shareholder Proposals
Any Shareholder proposals intended to be presented at the 2001 Annual
Meeting must be received by the Company at its principal executive offices no
later than December 7, 2000 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, 1999 filed with the Securities and Exchange Commission on Form
10-K, which is incorporated herein by reference, 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.
April 5, 2000
