<PAGE>
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:
<TABLE>
<S> <C> <C> <C>
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by Rule
[_] Definitive Additional Materials 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 11(c) or Rule 14a-12
</TABLE>
HUSSMANN INTERNATIONAL, INC.
----------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[Hussmann International Logo, PMS Blue #301]
Hussmann International, Inc.
12999 St. Charles Rock Road, Bridgeton, Missouri 63044-2483
April 4, 2000
Dear Fellow Stockholder:
It is our pleasure to invite you to attend the Annual Meeting of
Stockholders of Hussmann International, Inc. to be held on Thursday, May 18,
2000, at 10:30 a.m., local time, at the Airport Marriott, Interstate 70 at
Lambert St. Louis International Airport, St. Louis, Missouri 63134.
At the Annual Meeting, we will ask you to consider and vote upon the
election of two directors. We will also discuss Hussmann's performance and
respond to your questions.
The formal Notice of Meeting and Proxy Statement follow. Whether you
plan to attend the Annual Meeting or not, your vote is important, and we urge
you to vote your shares as soon as possible. This will ensure representation of
your shares in the event you are unable to attend the meeting. You may vote your
shares via a toll-free telephone number or the Internet, or you may complete,
sign and date our enclosed proxy card and return it in the enclosed postage-paid
envelope. Instructions regarding all three methods of voting are contained on
the enclosed proxy card. If you attend the Annual Meeting and prefer to vote in
person, you may do so.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Richard G. Cline /s/ J. Larry Vowell
Richard G. Cline J. Larry Vowell
Chairman of the Board President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF HUSSMANN INTERNATIONAL, INC.
Date: Thursday, May 18, 2000
Time: 10:30 a.m., local time
Place: St. Louis Airport Marriott
Interstate 70 at Lambert St. Louis International Airport
St. Louis, Missouri 63134
Attendance: Attendance at the Annual Meeting will be limited to
stockholders, those holding proxies from stockholders and
representatives of the press and financial community. If you
wish to attend the meeting but you are not the registered
owner because your shares are held in the name of a broker,
trust or other nominee, you should bring with you a proxy or
letter from that broker, trust or nominee stating that you
are the beneficial owner of the shares.
Purposes:
. To elect two directors to terms of office expiring at the 2003
Annual Meeting of Stockholders; and
. To conduct other business if properly raised.
Record Date: Only stockholders of record at the close of business on
March 24, 2000 are entitled to notice of and to vote at the
Annual Meeting. You may examine a list of stockholders for
any purpose germane to the meeting, during ordinary business
hours, for a period of ten days prior to the meeting at
Hussmann's offices, located near the St. Louis Airport
Marriott, at 12999 St. Charles Rock Road, Bridgeton,
Missouri 63044.
The matters to be acted upon at the Annual Meeting are described in
the accompanying Proxy Statement.
By Order of the Board of Directors
/s/ Burton Halpern
Burton Halpern
Corporate Secretary
St. Louis, Missouri
April 4, 2000
NOTE: In order to assure the presence of a quorum at the Annual Meeting,
please vote your shares via a toll-free telephone number or the
Internet, or complete, sign and date the enclosed proxy card and
return it promptly in the enclosed postage-paid envelope, even if
you plan to attend the Annual Meeting. By promptly voting, you will
reduce the expenses of this proxy solicitation. You may revoke your
proxy at any time before it is voted.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INFORMATION ABOUT HUSSMANN INTERNATIONAL, INC.....................................................................1
INFORMATION ABOUT THE ANNUAL MEETING..............................................................................1
Information About Attending the Annual Meeting...........................................................1
Information About this Proxy Statement...................................................................1
Street Name Holders and Record Holders ..................................................................1
Matters to be Considered.................................................................................2
How Record Holders Vote .................................................................................2
Quorum Requirement.......................................................................................2
Non-Votes................................................................................................2
Information About the Vote Necessary for Action to be Taken..............................................3
Revocation of Proxies....................................................................................3
Other Matters............................................................................................3
PROPOSAL: ELECTION OF DIRECTORS..................................................................................4
Meetings and Committees of the Board ..................................................................6
Compensation of Directors................................................................................8
BENEFICIAL OWNERSHIP OF COMMON STOCK..............................................................................9
Section 16(a) Beneficial Ownership Reporting Compliance.................................................10
EXECUTIVE COMPENSATION AND OTHER INFORMATION.....................................................................11
Summary Compensation Table..............................................................................11
Option Grants in 1999...................................................................................12
Option Exercises in 1999 and Year-End Option Values.....................................................12
Pension Plans...........................................................................................13
Termination Benefits....................................................................................13
Employment Agreement....................................................................................14
Report of the Management Resources and Compensation Committee
on Executive Compensation..........................................................................15
Performance Graph.......................................................................................18
INDEPENDENT AUDITORS.............................................................................................19
STOCKHOLDER PROPOSALS............................................................................................19
GENERAL..........................................................................................................19
</TABLE>
<PAGE>
HUSSMANN INTERNATIONAL, INC.
------------------------------------
INFORMATION ABOUT HUSSMANN INTERNATIONAL, INC.
Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the world's commercial food industry. Our products
include refrigerated and non-refrigerated display merchandisers, refrigeration
systems, beverage coolers, air handlers, condensers, coils and walk-in storage
coolers and freezers. Hussmann's 1999 sales were approximately $1.3 billion, and
we have approximately 9,100 employees worldwide. Our principal executive office
is located at 12999 St. Charles Rock Road, Bridgeton, Missouri 63044-2483. Our
telephone number is (314) 291-2000. Our Internet website address is
www.hussmann.com.
INFORMATION ABOUT THE ANNUAL MEETING
Information About Attending the Annual Meeting
Our Annual Meeting will be held on Thursday, May 18, 2000 at 10:30 a.m.,
local time, at the Airport Marriott, Interstate 70 at Lambert St. Louis
International Airport, St. Louis, Missouri 63134.
Information About this Proxy Statement
We sent you our proxy materials because our Board of Directors is
soliciting your proxy to vote your shares of Common Stock at the Annual Meeting.
If you own Common Stock in more than one account, such as individually and
through one or more brokers, you may receive more than one set of proxy
materials. In order to vote all of your shares by proxy, you should vote the
shares in each different account as described below under "Street Name Holders
and Record Holders" and "How Record Holders Vote." Also, to assist us in saving
money and to provide you with better stockholder services, we encourage you to
register your accounts in the same name and address. You may do this by
contacting our Transfer Agent and Registrar, First Chicago Trust Company of New
York c/o Equiserve, P.O. Box 2500 Jersey City, New Jersey 07303-2500; telephone
(800) 446-2617 or (201) 324-1225. The TDD telephone number for the hearing
impaired is (201) 222-4955.
On April 4, 2000, we began mailing these proxy materials to all
stockholders of record at the close of business on March 24, 2000. On the record
date, there were 50,539,172 shares of Common Stock outstanding and entitled to
vote. Each share of Common Stock is entitled to one vote on each matter
submitted to stockholders at the Annual Meeting.
Street Name Holders and Record Holders
If you own shares through a broker, the registered holder of those shares
is the broker or its nominee. Such shares are often referred to as held in
"street name" and you, as the beneficial owner of those shares, do not appear in
Hussmann's stock register. For street name shares, there is a two-step process
for distributing our proxy materials and tabulating votes. Brokers inform
Hussmann how many of their clients own Common Stock in street name, and the
broker forwards our proxy materials to those beneficial owners. If you receive
our proxy materials from your broker, you should vote your shares as directed by
your broker. Shortly before the Annual Meeting, your broker will tabulate the
votes it has received and submit a proxy card to us reflecting the aggregate
votes of the street name holders. If you plan to attend the Annual Meeting and
vote your street name shares in person, you should contact your broker to obtain
a broker's proxy card and bring it to the Annual Meeting.
1
<PAGE>
If you are the registered holder of shares, you are the record holder of
those shares and you should vote your shares as described below under "How
Record Holders Vote."
Matters to be Considered
At the Annual Meeting, stockholders will:
. Elect two directors to terms of office expiring at the 2003 Annual
Meeting of Stockholders;
. Transact any other business if properly raised.
How Record Holders Vote
You can vote in person at the Annual Meeting or by proxy. We recommend that
you vote by proxy even if you plan to attend the Annual Meeting. You can always
attend the Annual Meeting and revoke your proxy by voting in person. There are
three ways to vote by proxy:
. By Telephone -- If you have a touch tone phone, you can vote by
telephone by calling toll-free 1- 877-PRX-VOTE (1-877-779-8683), 24
hours a day, 7 days a week, and following the instructions on our proxy
card (record holders outside the U.S., Canada, and Puerto Rico should
call 1-201-536-8073);
. By Internet -- You can vote by Internet by going to the web site
http://www.eproxyvote.com/hsm and following the instructions on our
proxy card; or
. By Mail -- You can vote by mail by completing, signing, dating and
mailing our enclosed proxy card.
By giving us your proxy, you are authorizing the individuals named on our
proxy card (the proxies) to vote your shares in the manner you indicate. You may
(i) vote for the election of both of our director nominees, (ii) withhold
authority to vote for both of our director nominees or (iii) vote for the
election of one of our director nominees and withhold authority to vote for our
other nominee by so indicating on the proxy card.
If you sign and return our proxy card without indicating your instructions,
your shares will be voted FOR the election of our two director nominees.
Quorum Requirement
A quorum is necessary to hold a valid meeting of stockholders. The presence
of a majority of the outstanding shares entitled to vote at the Annual Meeting,
represented in person or by proxy, will constitute a quorum. Shares owned by
Hussmann are not voted and do not count for quorum purposes. In order to assure
the presence of a quorum at the Annual Meeting, please vote your shares via the
toll- free telephone number or the Internet, or complete, sign and date our
proxy card and return it promptly in the enclosed postage-paid envelope, even if
you plan to attend the Annual Meeting. Abstentions and non-votes will be counted
as present for the purpose of establishing a quorum.
Non-Votes
Non-votes occur when shares are specifically indicated as not being voted
as to a particular proposal. If a quorum is present, any shares you specifically
indicate as not being voted as to the election of directors will not affect the
outcome of the election.
2
<PAGE>
If you own shares through a broker and do not vote, your broker, as the
registered holder of your shares, may represent your shares at the Annual
Meeting for the purpose of obtaining a quorum. However, if you do not instruct
your broker how to vote, your broker may vote your shares on most proposals, but
may specify that the broker is not voting your shares on certain other
proposals. These unvoted shares are called "broker non-votes." If a quorum is
present, broker non-votes as to the election of directors will not affect the
outcome of the election.
Information About the Vote Necessary for Action to be Taken
If a quorum is present at the Annual Meeting, the two persons receiving the
greatest number of votes will be elected to serve as directors. As a result,
withholding authority to vote for a director nominee and non-votes with respect
to the election of directors will not affect the outcome of the election.
Revocation of Proxies
If you are a registered holder of Common Stock, you may revoke your proxy
by giving written revocation to Hussmann's Corporate Secretary at any time
before your proxy is voted, by executing a later-dated proxy card which is voted
at the Annual Meeting or by attending the Annual Meeting and voting your shares
in person or through telephone or Internet voting. If your shares are held by a
broker, you must contact your broker to revoke your proxy.
Other Matters
The Board of Directors does not know of any other matter that will be
presented at the Annual Meeting other than the election of directors. Under our
By-laws, generally no business besides the proposal discussed in this Proxy
Statement may be transacted at the Annual Meeting. However, if any other matter
properly comes before the Annual Meeting, your proxies will act on that matter
in their discretion.
3
<PAGE>
PROPOSAL
ELECTION OF DIRECTORS
The Board of Directors comprises seven members divided into three classes,
with one class of directors elected each year for a three-year term. Six of our
seven directors are not Hussmann employees. Only non-employee directors serve on
the Audit Committee, the Nominating Committee, the Management Resources and
Compensation Committee and the Finance and Pension Committee.
The terms of Richard G. Cline and Victoria B. Jackson expire at the 2000
Annual Meeting. Mr. Cline and Ms. Jackson are now directors of Hussmann. If
either nominee fails to stand for election, the proxies named in our proxy card
currently intend to vote for a substitute nominee designated by the Board of
Directors. Alternatively, the Board of Directors may reduce the number of
directors to be elected at the Annual Meeting.
The following sets forth information as to each nominee for election at the
Annual Meeting and each director continuing in office.
Nominees for election at the Annual Meeting to terms expiring in 2003:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- ----- --- --------------------------------------
<S> <C> <C> <C>
Richard G. Cline 1998 65 Chairman of the Board of Hussmann. Mr. Cline served
as President and Chief Operating Officer of NICOR Inc.
since 1985, and became Chairman of the Board and
Chief Executive Officer in 1986. He retired as Chief
Executive Officer in May 1995 and continued to serve
as Chairman until his retirement from NICOR at the end
of 1995. NICOR is engaged in natural gas distribution
and containerized liner shipping. For the previous 22
years, Mr. Cline was an executive of Jewel Companies,
Inc., becoming Chairman, President and Chief
Executive Officer in 1984. Mr. Cline is also Chairman
of Hawthorne Investors, Inc., a private management
advisory and investment firm he founded in 1996.
Additionally he is a director of Whitman Corporation,
Kmart Corporation and Ryerson Tull, Inc.; and is a
trustee of Northern Funds and Northern Institutional
Funds and a past chairman of the Federal Reserve Bank
of Chicago. Mr. Cline is also a director and past
president of the University of Illinois Foundation.
Victoria B. Jackson 1998 45 Ms. Jackson received her BBA degree from Belmont
University in 1977 and an MBA degree from Vanderbilt
University in 1981. Following graduation from college,
she joined DSS/ProDiesel, Inc., a diesel parts
remanufacturing and distribution company based in
Nashville, Tennessee, and served as its President and
Chief Executive Officer until February 1999. Ms.
Jackson is also a director of Whitman Corporation,
AmSouth Bancorporation and Meritor Automotive Inc.
She has previously served as Chairman of Tennessee's
</TABLE>
4
<PAGE>
Alcohol and Beverage Commission, as a
director of the Association of Diesel
Specialists and as a member of the
Board of Directors of the Federal
Reserve Bank of Atlanta.
The Board of Directors recommends a vote FOR each of our nominees for
Director.
Directors whose present terms continue until 2001:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- ----- --- --------------------------------------
<S> <C> <C> <C>
Lawrence A. Del Santo 1998 66 Mr. Del Santo is the former Chairman and Chief
Executive Officer of Vons Companies, Inc., a
supermarket retailer that operates stores in Southern
California, where he was employed from 1994-1997.
From 1984-1994, he was an executive of American
Stores Company, serving as Senior Executive Vice
President and Chief Operating Officer beginning in
1993. He is also a director of Supervalu, Inc. and
PETsMART, Inc. and a trustee of the University of San
Francisco.
R. Randolph Devening 1998 58 Mr. Devening is President and Chief Executive Officer
of Foodbrands America, Inc., which produces, markets
and distributes perishable food products for the food
service and retail store delicatessen market. Mr.
Devening has been with Foodbrands America since
1994. From 1989 through 1994, Mr. Devening served as
Chief Financial Officer of Fleming Companies, Inc., and
became its Vice Chairman in 1993. He is also a director
of ENTEX Information Services, Inc., Hancock Fabrics,
Inc., Love's Country Stores, Inc., Keystone Automotive
Operations, Inc., and The Fred Jones Companies, Inc.
J. Larry Vowell 1998 59 Mr. Vowell has spent his entire professional career with
Hussmann. After holding a variety of management
positions, Mr. Vowell became President and Chief
Operating Officer-Hussmann U.S.A. in 1990 and
President and Chief Executive Officer later that year.
</TABLE>
5
<PAGE>
Directors whose present terms continue until 2002:
<TABLE>
<CAPTION>
Director
Name Since Age Principal Occupation and Directorships
---- ----- --- --------------------------------------
<S> <C> <C> <C>
J. Joe Adorjan 1998 61 Mr. Adorjan is a partner in Stonington Partners Inc. and
Chairman of Adven Capital Partners LLC, private
investment firms. Previously, he was Chairman and
Chief Executive Officer of Borg-Warner Security
Services, retiring in 1999. Before joining Borg-Warner
in 1995, Mr. Adorjan served as President of Emerson
Electric Company from 1992-1995 and as Chairman and
Chief Executive Officer of ESCO Electronics
Corporation from 1990-1992. He is also a director of
Goss Graphic Systems, Inc., The Earthgrains Company
and Dynegy Corporation.
Archie R. Dykes 1998 69 Dr. Dykes is Chairman of Capital City Holdings, Inc.,
Nashville, Tennessee, a venture capital organization.
Dr. Dykes served as Chairman and Chief Executive
Officer of the Security Benefit Group of Companies
from 1980 through 1987. He served as Chancellor of
the University of Kansas from 1973 to 1980. Before
that he was Chancellor of the University of Tennessee.
Dr. Dykes is a director of the Fleming Companies, Inc.,
Whitman Corporation, Midas, Inc. and the Employment
Corporation. He is also a member of the Board of
Trustees of the Kansas University Endowment
Association and the William Allen White Foundation.
He formerly served as Vice Chairman of the
Commission on the Operation of the United States
Senate and as a member of the Executive Committee of
the Association of American Universities.
</TABLE>
Meetings and Committees of the Board
The Board of Directors is responsible for the management of Hussmann.
The Board meets on a regular basis to review Hussmann's operations, strategic
and business plans, acquisitions and dispositions, and other significant
developments affecting Hussmann, and to act on matters requiring approval of the
Board. The Board also holds special meetings when important matters require
Board action between scheduled meetings. Members of senior management are
regularly invited to Board meetings to discuss the progress of and future plans
relating to their areas of responsibility.
The Board of Directors met seven times in 1999. All directors attended
at least 75% of the aggregate number of meetings of the Board and the Committees
on which that director served, except Mr. Del Santo. He attended 70% of the
aggregate number of meetings of the Board and the Management Resources and
Compensation Committee.
6
<PAGE>
To facilitate independent director review, and to make the most
effective use of the directors' time and capabilities, the Board has established
an Executive Committee, an Audit Committee, a Nominating Committee, a Management
Resources and Compensation Committee, and a Finance and Pension Committee. None
of the members of the Audit Committee, Nominating Committee, Management
Resources and Compensation Committee or Finance and Pension Committee (i) is, or
has been, an employee of Hussmann; (ii) has received compensation from Hussmann
other than for his or her Board service; (iii) has an immediate family member
who is or has been employed by Hussmann; (iv) is a partner, controlling
shareholder or executive officer of an organization to which Hussmann has made
or from which Hussmann has received significant payments in any of the past five
years; or (v) is employed as an executive officer of another company on whose
compensation committee serves a Hussmann executive officer. The following table
sets forth the membership of each committee.
<TABLE>
<CAPTION>
Management
Resources and Finance and
Executive Audit Nominating Compensation Pension
Name Committee Committee Committee Committee Committee
- ---- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Richard G. Cline X*
Victoria B. Jackson X X X
Lawrence A. Del Santo X X X*
R. Randolph Devening X X X*
J. Larry Vowell X
J. Joe Adorjan X X X* X
Archie R. Dykes X* X X
*Chairperson
</TABLE>
The Executive Committee of the Board acts, except as limited by applicable
law, in lieu of the full Board and between meetings of the Board. The Committee
did not meet in 1999.
The Audit Committee reviews the audit report of Hussmann as prepared by its
independent auditors, recommends the selection of independent auditors each year
and reviews audit and any non-audit fees paid to the independent auditors of
Hussmann. The Committee reviews Hussmann's internal audit reports and reports
its findings and recommendations to the Board for appropriate action. The
Committee met four times in 1999.
The Nominating Committee is responsible for recommending, to the full Board,
nominees for election to the Board and candidates for membership on the various
committees of the Board. The Committee will consider nominees recommended by
other directors, stockholders and management who present for evaluation by the
Committee appropriate data with respect to the suggested candidate, provided
that nominations by stockholders must be made in accordance with our By-laws.
See "Stockholder Proposals." The Committee was established in March 2000 and
therefore did not meet in 1999.
The Management Resources and Compensation Committee is responsible for
management evaluation and succession planning, supervising the compensation
policies of Hussmann, administering employee incentive plans, reviewing
officers' salaries, approving significant changes in salaried employee benefits
and recommending to the Board such other forms of remuneration as it deems
appropriate. The Committee met three times in 1999.
7
<PAGE>
The Finance and Pension Committee supervises the financial affairs of
Hussmann and receives and reviews reports of those persons who supervise and
manage Hussmann's benefit plans. The Board has delegated to the Finance and
Pension Committee and certain officers its authority to approve financing
transactions involving the borrowing up to $200 million in any one transaction.
The Committee periodically reports to the Board any action taken to approve
financing transactions in excess of $25 million. The Committee met twice in
1999.
Compensation of Directors
Directors other than Messrs. Cline and Vowell receive an annual retainer of
$30,000, plus $1,000 for each committee meeting attended. The Chairperson of
each committee is paid an additional $3,000 annual retainer. Directors may elect
to defer receipt of all or a portion of their retainer and meeting fees.
Interest is credited to these deferred compensation accounts at the prime rate.
Immediately after each annual meeting of stockholders, directors other than
Messrs. Cline and Vowell are granted Common Stock units with a fair market value
of $15,000. Dividend equivalents are credited to these Common Stock unit
accounts and interest is credited on dividend equivalents at the prime rate.
Deferred compensation accounts, dividend equivalents and interest are paid in
cash on dates selected by the directors. The Common Stock units are paid in
Common Stock on the later of the date selected by the director or during the
first January occurring after the director ceases to serve as a director.
Directors may also receive awards pursuant to Hussmann's Stock Incentive Plan.
Mr. Cline's current agreement to serve as Chairman of the Board will expire
at the Annual Meeting. Under that agreement, Mr. Cline received $400,000 in
compensation during 1999. On January 12, 2000, Hussmann and Mr. Cline entered
into a new agreement pursuant to which Mr. Cline has agreed, pending his
re-election to the Board, to extend his service as Chairman of the Board until
January 31, 2001. He will continue to be compensated at a rate of $400,000
annually. Additionally, on February 1, 2000, he was granted a ten-year
non-qualified option to purchase 100,000 shares of Common Stock at the market
price on the date of grant. These options become exercisable on February 1, 2001
or in the event a merger or change in control of Hussmann. Mr. Cline's cash
compensation and stock options are in lieu of all other compensation as a
director. Mr. Cline is not an employee of Hussmann and does not participate in
Hussmann's management incentive or general employee benefit plans.
8
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of Common Stock
on March 6, 2000 by each director of Hussmann, by each executive officer who is
named in the Summary Compensation Table, by all directors and executive officers
of Hussmann as a group and by each person known by Hussmann to be the beneficial
owner of more than 5% of Common Stock. Each of the following persons has sole
voting and investment power with respect to the shares of Common Stock shown
unless otherwise indicated.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership (a) of Class
---- ------------------------ --------
<S> <C> <C>
J. Joe Adorjan 3,206(b) *
Richard G. Cline 202,687 *
Lawrence A. Del Santo 2,206(b) *
R. Randolph Devening 2,206(b) *
Archie R. Dykes 10,029(b) *
Victoria B. Jackson 5,818(b) *
J. Larry Vowell 439,825(c) *
John S. Gleason 290,400(c) *
Michael D. Newman 148,830 *
John Schlee 268,579(c)(d) *
Lawrence R. Rauzon 237,649(c) *
All Directors and Executive
Officers as a Group (16 persons) 2,173,199(c)(e) 4.3
Ariel Capital Management, Inc.
307 North Michigan Avenue 6,636,105(f) 13.0
Chicago, IL 60601
Shapiro Capital Management
Company, Inc.
3060 Peachtree Road, N.W. 3,130,475(g) 6.1
Atlanta, GA 30305
- --------------------
</TABLE>
* Less than 1%.
(a) Includes shares which the named director or executive officer has the right
to acquire within 60 days after March 6, 2000 through the exercise of stock
options as follows: Mr. Cline, 200,000 shares; Mr. Vowell, 378,336 shares;
Mr. Gleason, 220,611 shares; Mr. Newman, 141,310 shares; Mr. Schlee, 226,871
shares; and Mr. Rauzon, 201,917 shares. Also includes shares subject to
possible forfeiture under outstanding restricted stock awards as to which
the named director or executive officer does not have investment power as
follows: Mr. Vowell, 4,618 shares; Mr. Gleason, 2,771 shares; Mr. Newman,
2,155 shares; Mr. Schlee, 2,155 shares; and Mr. Rauzon, 2,155 shares.
9
<PAGE>
(b) Includes 2,206 Common Stock units. Common Stock units are
paid in Common Stock on the later of the date selected by
the director or during the first January occurring after
the director ceases to serve as a director. The directors
have no voting or investment power over Common Stock
units. See "Election of Directors -- Compensation of
Directors."
(c) Includes shares held in Hussmann's Retirement Savings
Plan. Such shares are not directly allocated to individual
participants but instead are held in a separate Hussmann
Stock Fund in which each participant holds units. The fund
also holds varying amounts of cash. The number of shares
of Common Stock reported as held by the officer in the
Retirement Savings Plan is an approximation of the number
of shares of Common Stock in the fund which are allocable
to the officer. The number of shares allocable varies on a
daily basis based on the cash position of the fund and the
market price of the Common Stock.
(d) The number of shares shown for Mr. Schlee includes 27
shares owned by his wife. Mr. Schlee expressly disclaims
beneficial ownership of these shares.
(e) The number of shares shown as beneficially owned includes
1,874,367 shares which the directors and executive
officers have the right to acquire within 60 days after
March 6, 2000 through the exercise of stock options,
17,510 shares subject to possible forfeiture under
outstanding restricted stock awards and as to which such
persons do not have investment power, and 75,732 shares
representing the vested beneficial interest of such
persons under Hussmann's Retirement Savings Plan.
(f) The information as to Ariel Capital Management, Inc.
("Ariel") is derived from a statement with respect to the
Common Stock filed with the Securities and Exchange
Commission (the "SEC") pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
Ariel has sole voting power as to 6,316,480 shares and
sole investment power as to 6,636,105 shares.
(g) The information as to Shapiro Capital Management Company,
Inc. is derived from a statement with respect to the
Common Stock filed with the SEC pursuant to Section 13(d)
of the Exchange Act.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors
and executive officers of Hussmann and persons who own more than ten percent of
the Common Stock to file reports of ownership and changes in ownership of Common
Stock with the Securities and Exchange Commission and New York Stock Exchange.
These persons are also required to furnish to Hussmann copies of all such
reports.
To Hussmann's knowledge, based solely on its review of the copies of
such reports received by Hussmann, and written representations from certain
reporting persons, directors and executive officers of Hussmann and all other
reporting persons complied with all applicable filing requirements.
10
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth the compensation for the last three
years of the Chief Executive Officer of Hussmann and the four other most highly
compensated executive officers of Hussmann serving at the end of 1999. On
January 30, 1998, Whitman Corporation ("Whitman"), the former sole stockholder
of Hussmann, distributed (the "Distribution") to its stockholders all of the
outstanding shares of Common Stock of Hussmann, and Hussmann became an
independent, publicly held company. References to restricted stock and stock
options for 1997 relate to awards under Whitman's Stock Incentive Plan.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards(a)
---------------------------------------------- ----------------------------
Other Annual Restricted All Other
Name and Principal Salary Bonus Compensation Stock Awards Options/SARs Compensation
Position Year ($) ($) ($) ($)(b) (#) ($)(c)
- -------- ---- --- --- --- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Larry Vowell 1999 516,678 225,917 16,832 -- -- 94,898
President and CEO 1998 418,754 692,789 18,875 -- 396,500 58,269
1997 345,003 210,000 15,792 277,500 52,200 61,188
John S. Gleason 1999 297,084 81,888 13,702 -- -- 46,565
Executive Vice President 1998 263,757 321,209 10,830 -- 212,500 33,627
-North American Operations 1997 248,746 151,000 9,385 166,500 31,500 35,083
Michael D. Newman 1999 253,334 80,060 9,497 -- -- 37,814
Senior Vice President 1998 229,841 305,539 10,710 -- 205,000 17,619
-Chief Financial Officer 1997 172,463 100,000 8,751 129,500 24,300 21,641
John Schlee 1999 218,758 58,466 8,751 -- -- 35,054
Senior Vice President 1998 204,174 248,295 9,960 -- 159,500 18,734
-Europe and Middle East 1997 194,083 80,000 8,751 129,500 24,300 26,379
Lawrence A. Rauzon 1999 193,750 58,466 8,751 -- -- 31,910
Vice President 1998 180,000 248,295 9,960 -- 159,500 22,516
-Asia Pacific 1997 169,576 113,000 8,751 129,500 24,300 20,485
</TABLE>
- ----------------------------------
(a) As a result of the Distribution, all Whitman restricted stock awards and
Whitman stock options, including all restricted stock awards and stock
options for 1997, that were outstanding on January 30, 1998 were canceled
and awards of restricted Common Stock and options to purchase Common Stock
were granted in substitution of the Whitman awards. Substitute awards are
not reflected as compensation during 1998 in the Summary Compensation
Table.
(b) The number of shares of restricted Common Stock and their market value held
by Messrs. Vowell, Gleason, Newman, Schlee and Rauzon at December 31, 1999,
was as follows: Mr. Vowell, 4,618 shares ($69,547); Mr. Gleason, 2,771
shares ($41,731); Mr. Newman, 2,155 shares ($32,454); Mr. Schlee, 2,155
shares ($32,454); and Mr. Rauzon, 2,155 shares ($32,454). Restricted shares
vest ratably over a period of three years. Dividend equivalents are paid on
restricted stock at the times and in the same amount as dividends paid to
all stockholders.
(c) The amounts shown for All Other Compensation in 1999 are amounts accrued
under a nonqualified retirement plan (Mr. Vowell, $72,579; Mr. Gleason,
$37,099; Mr. Newman, $33,744; Mr. Schlee, $28,024; and Mr. Rauzon,
$26,534), together with the 1999 values of premiums paid by Hussmann for an
executive split dollar life insurance program (Mr. Vowell, $22,319; Mr.
Gleason, $9,466; Mr. Newman, $4,070; Mr. Schlee, $7,030; and Mr. Rauzon,
$5,376).
11
<PAGE>
Option Grants in 1999
No options to purchase Common Stock or stock appreciation rights were
granted to the executive officers named in the Summary Compensation Table in
1999.
Option Exercises in 1999 and Year-End Option Values
The following table sets forth information with respect to the executive
officers named in the Summary Compensation Table regarding the exercise of
options to purchase Common Stock during 1999 and unexercised options held as of
December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Shares Unexercised Options Options at
Acquired on Value Held at December 31, 1999
Exercise Realized December 31, 1999 ($)(b)
Name (#) ($)(a) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --- ------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
J. Larry Vowell 0 0 309,505/391,998 1,004,661/185,747
John S. Gleason 0 0 177,868/208,577 544,185/115,470
Michael D. Newman 0 0 103,004/196,640 177,941/104,009
John Schlee 29,345 295,976 195,231/157,807 915,391/85,343
Lawrence A. Rauzon 23,057 216,239 170,277/157,807 714,145/85,343
- --------------------
</TABLE>
(a) The value realized equals the aggregate amount of the excess of the fair
market value of the securities underlying the options at the time of
exercise over the exercise price, without any adjustment for taxes payable
by the executive officer.
(b) Based on the closing price of the Common Stock ($15.06) on December 31,
1999, as reported for New York Stock Exchange Composite Transactions.
12
<PAGE>
Pension Plans
Hussmann maintains qualified, defined benefit pension plans and
nonqualified retirement plans paying benefits in optional forms elected by the
employee based upon percentage multipliers which are applied to Covered
Compensation and Credited Service. Except for Mr. Vowell, the benefit formula
provides a retirement benefit of 1% of Covered Compensation for each year of
Credited Service (excluding 1989-1991), up to a maximum of 20 years. The benefit
for Mr. Vowell, who had 29 years of Credited Service at December 31, 1988 (when
the benefit structure was amended), will be determined under a minimum benefit
formula (33.3% of Covered Compensation). Such benefits are not subject to
deduction for social security or other offset amounts. As of December 31, 1999,
Mr. Vowell had an accrued annual benefit payable at normal retirement age of
approximately $224,000.
For executive officers other than Mr. Vowell, the following table reflects
future benefits, payable as life annuities upon retirement, in terms of a range
of amounts determined under the benefit formula for representative periods of
Credited Service.
Projected Annual Pension
Years of Credited Service (b)
-------------------------------------------------
Covered 20
Compensation (a) 5 10 15 or more
---------------- - -- -- -------
$ 400,000 $20,000 $ 40,000 $ 60,000 $ 80,000
500,000 25,000 50,000 75,000 100,000
600,000 30,000 60,000 90,000 120,000
700,000 35,000 70,000 105,000 140,000
- ---------------------
(a) Covered Compensation includes salary and bonus, as shown in the Summary
Compensation Table, averaged over the five consecutive years in which such
compensation is the highest.
(b) As of December 31, 1999, Messrs. Gleason, Newman, Schlee and Rauzon had 8,
3, 8 and 18 years of Credited Service, respectively.
Termination Benefits
Hussmann has entered into Change in Control Agreements (the "Change in
Control Agreements"), with Messrs. Vowell, Gleason, Newman, Schlee, Rauzon and
certain other officers. The Change in Control Agreements were a result of a
determination by the Board that it was important and in the best interests of
Hussmann and its stockholders to ensure that, in the event of a possible change
in control of Hussmann, the stability and continuity of management would
continue unimpaired, free of the distractions incident to any such possible
change in control.
For purposes of the Change in Control Agreements, a "change in control"
includes (i) a reorganization, merger or consolidation of Hussmann or sale or
other disposition of all or substantially all of Hussmann's assets, other than a
transaction in which the beneficial owners of the Common Stock prior to the
transaction own at least two-thirds of the voting securities of the corporation
resulting from such transaction, no person owns 25% or more of the voting
securities of the corporation resulting from such transaction and the members of
Hussmann's Board of Directors constitute at least a majority of the members of
the board of directors of the corporation resulting from such transaction, (ii)
the consummation of a plan of complete liquidation or dissolution of Hussmann,
(iii) the acquisition by any
13
<PAGE>
person or group of 25% or more of Hussmann's voting securities, or (iv) persons
who were directors of Hussmann on January 30, 1998 (or their successors as
approved by a majority of the members of Hussmann's Board) cease to constitute a
majority of Hussmann's Board.
Benefits are payable under the Change in Control Agreements only if a
change in control has occurred and within three years thereafter the officer's
employment is terminated involuntarily without cause or voluntarily by the
officer for reasons such as demotion, relocation, loss of benefits or other
changes. The principal benefits to be provided to officers under the Change in
Control Agreements are (i) a lump sum payment equal to three years' compensation
(base salary and incentive compensation), and (ii) continued participation in
Hussmann's employee benefit programs or equivalent benefits for three years
following termination. The Change in Control Agreements provide that, if
separation payments thereunder, either alone or together with payments under any
other plan of Hussmann, would constitute a "parachute payment" as defined in the
Internal Revenue Code (the "Code") and subject the officer to the excise tax
imposed by Section 4999 of the Code, Hussmann will pay that tax and any taxes on
that payment.
The Change in Control Agreements are not employment agreements, and do not
impair the right of Hussmann to terminate the employment of the officer with or
without cause prior to a change in control, or, absent a potential or pending
change in control, the right of the officer to voluntarily terminate his
employment.
Employment Agreement
Hussmann and J. Larry Vowell, the President and Chief Executive Officer of
Hussmann, have entered into an employment agreement (the "Agreement") for the
purpose of securing Mr. Vowell's continued services. The Agreement has a
three-year term expiring on April 9, 2001.
The Agreement provides that Mr. Vowell's base salary will be at least
$425,000 per year and he is entitled to participate in all executive
compensation plans and programs, as well as pension, retirement and insurance
plans. In the event Mr. Vowell's employment is terminated for good reason or by
Hussmann without cause, Mr. Vowell will receive a lump sum severance payment
equal to his base salary and a pro rated bonus, in each case for the remainder
of the term of the Agreement. In addition, Hussmann will continue Mr. Vowell's
executive perquisites and benefits, and credit Mr. Vowell with service for
purposes of any retirement benefits, for the remainder of the term of the
Agreement. In the event of a change in control of Hussmann, Mr. Vowell's
severance benefits will be governed by his Change in Control Agreement described
above.
14
<PAGE>
Report of the Management Resources and Compensation Committee on Executive
Compensation
The Management Resources and Compensation Committee of the Board of Directors
(the "Committee") consists entirely of outside, non-employee directors. The
Committee oversees the design of and regularly reviews the Company's executive
compensation programs. The Committee believes compensation should vary on the
basis of performance, should be aligned to comparable peer groups, and should
ultimately be driven by the short-and long-term interests of stockholders. In
determining the compensation payable to the Company's executive officers, the
Committee seeks to implement the following policies through a combination of
fixed and variable compensation. These policies were developed with the
assistance of outside compensation consultants.
Compensation Policies
. Executives will be rewarded for the achievement of financial and individual
results against clearly defined goals and objectives.
. As executives assume greater responsibilities, their total compensation
packages will be subject to greater risk, based upon the financial
performance of the Company.
. Stockholder value creation must be an important link in the design of the
executive compensation package.
. The various components of the executive compensation package must attract,
retain and motivate key executives and aid in maintaining an
entrepreneurial spirit by members of the management team.
. Generally, base compensation will be aligned to median base compensation
levels for positions of similar scope at comparable organizations.
. Variable cash awards will be used to align compensation with short-term
business objectives. Exceeding these objectives will increase the amount of
the awards.
. Equity instruments (primarily stock options) will be used to align a
significant portion of total compensation with the Company's long-term
strategy of continued stockholder value creation.
1999 Compensation Overview
As outlined above, the Company's executive compensation program consists of
specific elements that, in the aggregate, are market competitive and are aligned
to short- and long-term business objectives. Each of the three primary
compensation elements is described in more detail below. The Company's executive
officers are also eligible to participate in compensation and benefit programs
generally available to other Company employees.
To determine the Company's comparative position on each of the specified
primary compensation elements, the Company analyzed various published
compensation surveys and proxy statements of 16 companies in similar industries
and of comparable revenues to the Company. Five of the 16 companies whose proxy
statements were analyzed are in the Russell 2000 - Producer Durables Index, the
peer group index in the Performance Graph included in this Proxy Statement.
Because the Committee believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies that would be included
in a peer group established to compare stockholder return, the compensation peer
group is not the same as the Performance Graph peer group.
15
<PAGE>
Elements of 1999 Total Compensation
Base Compensation. Each executive officer's salary is reviewed each year
and adjusted as appropriate based on Company performance, individual
performance, the scope and responsibilities of the executive's position, and the
base salaries paid by peer companies to employees in comparable positions.
During 1999, base salaries of the executive officers reflected the 50th
percentile compensation level for executives of the surveyed companies.
Annual Cash Incentive. The Committee has created the Hussmann Incentive
Plan ("HIP") to motivate executive officers and other Company management
employees to attain annual performance objectives. Cash awards for the CEO and
other executive officers under the HIP are based on financial performance goals
established by the Committee at the beginning of the year. Annual cash
incentives available under the HIP are set at a level which, when combined with
an executive officer's salary, would position the officer's cash compensation at
or near the 75th percentile of peer company compensation if the highest
financial performance goals as set by the Committee are achieved. The pre-set
financial performance targets are based directly on the Company's "economic
profit." Economic profit is a measure of financial performance based on
after-tax net operating profit after subtracting the Company's cost of capital.
Studies of total stockholder return have shown that the use of economic profit
as a measure for incentive compensation helps to increase/maximize total
stockholder return. The HIP awards are paid during the year following the year
of performance after the Committee has certified that the applicable performance
goals have been satisfied. Based on the Company's performance versus the
economic profit target levels for 1999, executive officers other than Mr. Vowell
received 30.0% of the mid-point of the officer's salary range.
Long Term Incentive. The Company provides long-term incentives through the
Company's Stock Incentive Plan ("SIP"). The Committee believes that stock
ownership by executive officers and middle management is essential for aligning
management's interest with that of stockholders. Under the SIP, the Committee
may provide long-term performance incentive awards in the form of stock options
(with or without stock appreciation rights), restricted stock awards and
performance awards. As discussed in last year's Committee Report, in 1998 the
Committee approved stock option awards designed to focus management's energy and
effort on stockholder value by a) accelerating vesting of the options based upon
increases in the Company's stock price and b) combining the amount of options
which would have been granted annually over a three year period into a single
award. Therefore, no additional options were awarded to the Company's executive
officers during 1999.
CEO Compensation
Mr. Vowell's 1999 base compensation, annual cash incentive and stock option
grant each followed the same policies and calculations set forth above with
respect to the other executive officers; provided, however, Mr. Vowell was
eligible for a higher percentage payout, up to a maximum of 163% of the mid-
point of his salary range, under the HIP if the Company achieves the pre-set
economic profit performance levels. For 1999, Mr. Vowell received a payout of
37.9% or $225,917. Like the other executive officers, Mr. Vowell did not receive
a stock option award during 1999.
Effective April 9, 1998, Mr. Vowell has a 3-year employment agreement
terminating April 9, 2001 (which is described more fully under "Employment
Agreement" in this Proxy Statement) which establishes a minimum salary of
$425,000.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code generally imposes a $1,000,000
limit on the amount of compensation that is deductible by the Company with
respect to the Chief Executive Officer and each of
16
<PAGE>
the four named executive officers. Performance-based compensation which has been
approved by stockholders is excluded from the $1,000,000 limit if, among other
requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals and the board committee that
establishes such goals consists only of two or more "outside directors." Grants
of stock options and stock appreciation rights and performance awards made under
the SIP meet the deductibility requirements. If restricted stock awards made
under the SIP are not subject to a performance condition, such awards would be
subject to the limit. No such awards were made during 1999.
Awards under HIP may exceed the deduction limitation under Section 162(m)
if the pre-established, objective performance goals set forth in the plan are
attained. While the tax impact of any compensation arrangement is one factor to
be considered, such impact is evaluated by the Committee in light of its overall
compensation policies and need for flexibility to attract and retain executive
talent. In order to mitigate the negative impact of Section 162(m) on
stockholders, the terms of the HIP allow the awards to be deferred.
MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE
Lawrence A. Del Santo (Chairperson)
R. Randolph Devening
Archie R. Dykes
17
<PAGE>
Performance Graph
The following performance graph compares Hussmann's cumulative total
stockholder return on the Common Stock from January 30, 1998 (the date of the
Distribution) to December 31, 1999 with the cumulative total return of the
Russell 2000 Stock Index (the "Russell 2000") and the Russell 2000 - Producer
Durables (the "Peer Group", which includes Hussmann). These comparisons assume
an initial investment of $100 and reinvestment of dividends.
Cumulative Total Returns
Hussmann International, Inc. Russell 2000, Peer Group
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
1/30/98 3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hussmann $100.00 $137.80 $136.57 $104.53 $142.92 $108.49 $122.49 $125.87 $111.68
Russell 2000 $100.00 $111.82 $106.61 $ 85.13 $ 99.02 $ 93.65 $108.21 $101.37 $120.07
Peer Group $100.00 $112.91 $103.26 $ 78.01 $ 93.52 $ 83.65 $103.50 $100.10 $127.90
</TABLE>
18
<PAGE>
INDEPENDENT AUDITORS
KPMG LLP, independent public accountants, were the independent auditors of
Hussmann for the fiscal year ending December 31, 1999. We expect that a
representative of KPMG LLP will attend the Annual Meeting and will have an
opportunity to make a statement and respond to appropriate questions. The Board
of Directors has not yet selected independent auditors for the fiscal year
ending December 31, 2000.
STOCKHOLDER PROPOSALS
Hussmann's By-laws establish an advance notice procedure for stockholder
proposals to be brought before any annual meeting of stockholders, including
proposed nominations of persons for election to the Board of Directors.
Stockholders at the 2000 Annual Meeting may consider a proposal or nomination
brought by a stockholder of record on March 24, 2000, who is entitled to vote at
the 2000 Annual Meeting and who has given the Corporate Secretary timely written
notice, in proper form, of the stockholder's proposal or nomination. A
stockholder proposal or nomination intended to be brought before the 2000 Annual
Meeting must have been received by the Corporate Secretary after the close of
business on January 14, 2000 and prior to the close of business on February 11,
2000. These requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal included in Hussmann's proxy materials.
The Corporate Secretary did not receive notice of any stockholder proposal or
nomination relating to the 2000 Annual Meeting.
The 2001 Annual Meeting is expected to be held on May 18, 2001. In order to
be considered for inclusion in Hussmann's proxy materials for the 2001 Annual
Meeting of Stockholders, a stockholder proposal must be received by the
Corporate Secretary no later than December 5, 2000. A stockholder proposal or
nomination intended to be brought before the 2001 Annual Meeting must be
received by the Corporate Secretary after the close of business on January 18,
2001 and prior to the close of business on February 16, 2001. All proposals and
nominations should be addressed to Hussmann International, Inc., 12999 St.
Charles Rock Road, Bridgeton, Missouri 63044-2483, Attention: Corporate
Secretary.
GENERAL
Hussmann will bear the entire cost of soliciting proxies for the Annual
Meeting. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or employees of Hussmann who will not receive special
compensation for such services. Hussmann will reimburse brokers, dealers, banks
and trustees, or their nominees, for reasonable expenses incurred by them in
forwarding proxy material to beneficial owners of shares of Common Stock.
Hussmann has also engaged Georgeson Shareholder Communications Inc. to solicit
proxies at a cost of approximately $11,000.
We mailed a copy of Hussmann's 1999 Annual Report to Shareholders with this
Proxy Statement.
A copy of Hussmann's 1999 Annual Report on Form 10-K may be obtained
without charge upon written request to Hussmann International, Inc., 12999 St.
Charles Rock Road, Bridgeton, Missouri 63044-2483, Attention: Vice President,
Investor Relations. A reasonable charge will be made for requested exhibits.
By Order of the Board of Directors
/s/ Burton Halpern
Burton Halpern
Corporate Secretary
St. Louis, Missouri
April 4, 2000
19
<PAGE>
2000 Telephone Voting Script
----------------------------------------------------------------
| Toll Free: 1-877-PRX-VOTE or 1-877-779-8683 |
----------------------------------------------------------------
1. Welcome to the electronic voting system. Please have your proxy card
available before voting.
2. Enter the Voter Control Number as it appears on the proxy card followed by
the pound sign.
3. Enter the last four digits of the U.S. taxpayer identification number for
this account followed by the pound sign.
4. The company you are voting is Hussmann International, Inc.
5. Your vote is subject to the same terms and authorizations as indicated on
the proxy card. It also authorizes the named proxies to vote according to
the instructions at the meeting of the stockholders.
6. To vote all proposals in accordance with the recommendations of the board
of directors, press 1. If you wish to vote on one proposal at a time, press
2.
If 1, go to 8.
If 2, go to 7.
7. Item # 1. To vote for all nominees press 1. To withhold from all nominees
press 2. To withhold from individual nominees press 3.
If 1, go to 8.
If 2, go to 8.
If 3, go to Director Exception.
------------------
------------------------------------------------------------------
| Director Exception |
| ------------------ |
| |
| Using your proxy card, enter the 2-digit number of a nominee |
| from whom you wish to withhold your vote. When completed press |
| 00. |
| |
| If 00, go to 8. |
| If valid nominee number, go to Next Nominee. |
| ------------ |
| |
| Next Nominee |
| ------------ |
| |
| To withhold your vote from another nominee enter the 2-digit |
| number next to the nominee, or if you have completed voting on |
| directors press 00. |
| |
| If 00, go to 8. |
------------------------------------------------------------------
<PAGE>
----------------------------------------------------------------
| If valid nominee number, go to Next Nominee. |
| ------------ |
| |
| Invalid Nominee Number |
| ---------------------- |
| |
| You have entered an invalid nominee number. |
| |
| {Go to Next Nominee.} |
| ------------ |
----------------------------------------------------------------
8. If you would like to attend the annual meeting, press 1. If not, press
2.
If 1, go to 9.
If 2, go to 9.
9. If you would like to discontinue mailing annual report to this account,
press 1. If not, press 2.
If 1, go to 10.
If 2, go to 10.
10. I will now summarize your vote. Please confirm your vote at the end
of this message.
----------------------------------------------------------------
| {Playback the appropriate vote for this proxy card.} |
| |
|==============================================================|
| |
| Default Playback |
| ---------------- |
| |
| You have voted with the recommendations of the board of |
| directors. |
| |
| Director Proposal Playback |
| -------------------------- |
| |
| For all nominees |
| Or |
| For all nominees except: # |
| Or |
| Withhold For all nominees |
----------------------------------------------------------------
11. To confirm your vote, press 1. To cancel your vote, press 2.
If 1, go to 13.
If 2, go to 12.
12. Your vote has been cancelled. Please call and try again or mark,
sign, and return your proxy card in the envelope provided. Thank
you.
13. Your vote has been successfully recorded. It is not necessary for you
to mail your card. If you wish to vote another proxy card or change
your vote please hang up and call back. Thank you.
<PAGE>
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| Error. |
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| -------------- |
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| Error. |
| ----- |
| |
| Error |
| ----- |
| |
| We are unable to process your request at this time. Thank you |
| for calling. |
| |
| {Call ends.} |
| |
-------------------------------------------------------------------
<PAGE>
[GRAPHIC]
VOTE
BY NET
If you have more than one proxy card, please vote only one card at a time.
1 Enter the Voter Control Number that appears in the box on your proxy card.
------------------------
2 Enter the last 4 digits of your U.S. Taxpayer Identification (Social
Security) Number for this account.
--------
If you do not have a U.S. Taxpayer Identification Number for this account,
please leave this box blank.
Important: For your vote to be cast, the Voter Control Number and the last
four digits of the U.S. Taxpayer Identification (Social Security) Number
for this account must match the numbers on our records.
3 Enter your e-mail address to receive an e-mail confirmation of your vote.
-------------------------
Enter your e-mail address again for validation.
-------------------------
-------
[Proceed]
-------
<PAGE>
HUSSMANN INTERNATIONAL, INC.
[GRAPHIC]
VOTE Welcome!
BY NET
Name Line
Address Line
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Copyright (C) 2000 EquiServe. All rights reserved.
<PAGE>
Hussman International, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2000 AT 10:30 A.M.
AIRPORT MARRIOTT, INTERSTATE 70 AT LAMBERT ST. LOUIS INTERNATIONAL AIRPORT
ST. LOUIS, MISSOURI
The undersigned, revoking any proxy previously given, hereby appoints Burton
Halpern, Michael D. Newman and J. Larry Vowell, and each of them, as proxies,
with the powers the undersigned would possess if personally present, and with
full power of substitution, 1) to vote as directed all shares of Common Stock
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of Hussman International, Inc. to be held on May 18, 2000, and at any
adjournment thereof and 2) to vote at his discretion on any other matter that
may properly come before the Meeting, or any adjournment thereof. If no
directions are given, the proxies will vote for the election of the nominees
listed below.
The Board of Directors Recommends a Vote
"FOR" all Nominees for Director.
- --------------------------------------------------------------------------------
Check this box to cast your vote in accordance with the recommendations of the
Board of Directors [ ]
The Board Recommends a Vote "FOR" all Nominees for Director.
For all Nominees Withhold
Except as Noted As to All
Below Nominees
1. Election of Directors [ ] [ ]
Or, check the box for the Director(s) from whom you wish to withhold your vote:
[ ] Richard G. Cline [ ] Victoria B. Jackson
- --------------------------------------------------------------------------------
Check the box below, if the option applies to you.
[ ] I have more than one account and want to discontinue receiving
multiple copies of future Annual Reports.
[ ] I plan to attend the May 18, 2000 Annual Meeting.
To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote Button is clicked.)
[Submit Your Vote]
Copyright (c) 2000 EquiServe. All rights reserved.
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Hussmann International, Inc.
[GRAPHIC]
VOTE BY NET
Your proxy vote has been recorded as follows:
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| 1. Election of Directors |
| |
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Please review your vote. If this is incorrect, please use the Back button on
your browser, change your vote and resubmit. If this is correct, please click
the button below.
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| Proceed |
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Copyright (c) 2000 EquiServe. All rights reserved.
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Hussmann International, Inc.
[GRAPHIC]
VOTE BY NET
Success! Your vote has been cast and will be tabulated by Equiserve within 24
hours. Please take a moment to review the options below.
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You can now vote another proxy card or exit to the Hussmann International,
Inc.'s homepage or Equiserve 's homepage.
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| Vote Another Proxy |
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Copyright(C) 2000 Equiserve. All rights reserved.
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HUSSMANN INTERNATIONAL, INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2000 AT 10:30 A.M.
R AIRPORT MARRIOTT, INTERSTATE 70 AT LAMBERT ST. LOUIS INTERNATIONAL AIRPORT
ST. LOUIS, MISSOURI
O
The undersigned, revoking any proxy previously given, hereby appoints
X Burton Halpern, Michael D. Newman and J. Larry Vowell, and each of them, as
proxies, with the powers the undersigned would possess if personally
Y present, and with full power of substitution, 1) to vote as directed all
shares of Common Stock which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Hussmann International, Inc. to be held
on May 18, 2000, and at any adjournment thereof and 2) to vote at his
discretion on any other matter that may properly come before the Meeting,
or any adjournment thereof. If no directions are given, the proxies will
vote for the election of the nominees listed on the reverse side.
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SEE REVERSE
SIDE
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FOLD AND DETACH HERE
[LOGO OF HUSSMANN(R) International, Inc.]
IMPORTANT
PLEASE VOTE THE ABOVE PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
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[X] Please mark your
votes as in this
example.
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FOR WITHHELD
1. Election of [ ] [ ] Nominees for the Election of Directors are:
Directors 01. Richard G. Cline
02. Victoria B. Jackson
For, except vote withheld from the following nominee:
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Annual Report
Mark here if you have more than one account [ ]
and want to discontinue receiving multiple
copies of future Annual Reports.
Annual Meeting
Mark here if you plan to attend the May 18, [ ]
2000 Annual Meeting.
SIGNATURE(S)_____________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
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FOLD AND DETACH HERE
NOW YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET!
QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed, and returned your proxy card. To
vote by phone or Internet, please follow these easy steps:
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TO VOTE BY PHONE Call toll free 1-877-PRX-VOTE (1-877-779-8683) on a
touch tone telephone. Stockholders residing outside
the United States, Canada and Puerto Rico should call
1-201-536-8073.
Use the Control Number located in the box above, just
below the perforation. Enter the Control Number and
pound signs (#) exactly as they appear.
Follow the recorded instructions.
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TO VOTE BY INTERNET Log onto http://www.eproxyvote.com/hsm
Follow the instructions on the screen.
You can also elect to receive future stockholder
materials electronically at this web site.
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IF YOU PLAN TO ATTEND If you plan to attend the Annual Meeting, please so
THE ANNUAL MEETING indicate by either marking the box provided on the
above proxy card or signifying your intention to
attend when you access the Internet or telephone
voting system.
If you have voted by phone or Internet, please do not
return the proxy card.
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THANK YOU FOR VOTING!
