(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant (x)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Prelimary 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-1i(c) or Rule 14a-i2
WILLIAMS INDUSTRIES, INCORPORATED
---------------------------------
(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 appropriate box):
[x] No fee required.
------------------------------------------------------
<PAGE>
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 11, 2000
To the Shareholders of
Williams Industries, Incorporated:
The Annual Meeting of the Shareholders of Williams
Industries, Incorporated will be held at the Ernst Community
Center of Northern Virginia Community College, 8333 Little River
Turnpike, Fairfax, Virginia, (Route 236 at the intersection of
Wakefield Chapel Road, just west of the Intersection of Interstate
495 and Route 236) at 10:00 A.M. on November 11, 2000 for the
following purposes:
(1) To elect six directors to serve until the next Annual Meeting
or until their successors are elected and qualified.
(2) To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on
September 22, 2000 are entitled to notice of the Annual Meeting
and to vote at the Annual Meeting. A list of such shareholders of
record will be available at the Company's executive offices for
inspection by shareholders for a period of at least ten days prior
to the Annual Meeting. You are urged to execute the enclosed proxy
and return it in the accompanying envelope at your earliest
convenience. Such action will not affect your right to vote in
person should you find it possible to attend the meeting.
By Order of the Board of Directors
Marianne V. Pastor
Secretary
<PAGE>
WILLIAMS INDUSTRIES, INCORPORATED
2849 Meadow View Road
Falls Church, Virginia 22042
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 11, 2000
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of
Shareholders of Williams Industries, Incorporated (the "Company"),
to be held at the Ernst Community Center of Northern Virginia
Community College, 8333 Little River Turnpike, Fairfax, Virginia,
(Route 236 at the intersection of Wakefield Chapel Road, just west
of the intersection of Interstate 495 and Route 236) at 10:00 A.M.
on Saturday, November 11, 2000, and at all adjournments thereof.
It is anticipated that this proxy material will be mailed to
shareholders on or about October 11, 2000.
The solicitation of the proxy accompanying this statement is
being made by the management of the Company, and the cost of
solicitation will be borne by the Company. The solicitation may be
made by mail, telephone or oral communication with shareholders.
The Annual Report to Shareholders for the Fiscal Year ended July
31, 2000 accompanies this proxy statement. Additional copies of
the Annual Report may be obtained by writing to the Secretary of
the Company. The financial statements for the period ending July
31, 2000 included in the Annual Report to Shareholders were
audited by Aronson, Fetridge & Weigle, the Company's current
independent certified public accountants. It is anticipated that
representatives of Aronson, Fetridge & Weigle will be present at
the Annual Meeting and will be given the opportunity to make a
statement and respond to questions.
A proxy for use at the Annual Meeting is enclosed. Any
shareholder who executes and delivers such proxy has the right to
revoke it at any time before it is exercised, by filing with the
Secretary of the Company either an instrument revoking it or a
duly executed proxy bearing a later date. In addition, the powers
of the proxy holder will be suspended if the person executing the
proxy is present at the meeting and elects to vote in person.
The only outstanding voting security of the Company is its
Common Stock, $.10 par value, of which there were issued and
outstanding 3,591,496 shares on September 22, 2000, which is the
record date for the purpose of determining the shareholders
entitled to notice of and to vote at the Annual Meeting. With
the possible exception of the election of directors, each holder
of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock outstanding in the
shareholder's name on the books of the Company as of the record
date. While the Company's Articles of Incorporation provide for
cumulative voting in an election of directors, the Virginia Code
provides that shares otherwise entitled to vote cumulatively not
be voted cumulatively at a particular meeting unless the meeting
notice or proxy statement states conspicuously that cumulative
voting is authorized; or unless a shareholder gives notice to the
secretary of the corporation not less than 48 hours before the
time set for the meeting of his intent to cumulate his votes
during the meeting. Cumulative voting means that the
shareholders are entitled to multiply the number of votes they are
entitled to cast by the number of directors for whom they are
entitled to vote and cast the product for a single candidate or
distribute the product among two or more candidates. If one
shareholder gives his notice, all other shareholders are entitled
to cumulate their vote. The Company does not intend that there be
cumulative voting at the meeting, but in the event cumulative
voting should be instituted by a shareholder, the Company's proxy
holders will use their discretion in voting any unmarked proxies.
All marked proxies will be voted for nominees as directed in the
proxy, but marked proxies may not authorize voting more than one
vote per nominee.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
The Board of Directors has fixed the number of directors to
be elected at the Annual Meeting at six, each to hold office until
the next Annual Meeting and until the director's successor shall
be elected and qualified. The Company has no standing nominating
committee; management's nominees are chosen by the Board of
Directors.
The Company's transfer agent will be appointed to tabulate
shares present in person or by proxy and to tabulate votes.
Abstentions will be counted as present at the meeting and will be
recorded as abstentions. They will not be recorded as votes either
for or against the nominees. So long as a quorum (a majority of
the outstanding shares) is present, directors will be elected by
plurality vote; i.e., the six nominees receiving the most votes
will be elected. Thus, neither a vote against nor an abstention
will have any effect on the outcome of the election of directors;
only votes for a nominee will have any such effect. Generally,
shares held of record by a broker or other nominee for the benefit
of a beneficial owner may only be voted by that broker or nominee,
and if the broker or nominee does not vote the shares, the shares
will not be tabulated as present or voting at the meeting.
However, as provided by Virginia law, the Company may, but is not
required to, accept the vote of a beneficial owner upon
presentation of evidence acceptable to the Company that the voter
is indeed the beneficial owner of the shares. The following table
sets forth information concerning the nominees:
Nominees:
Name Age Position with the Company Elected
------------------------ --- ------------------------- -------
Frank E. Williams, III(1) 41 President, Chairman of the 1991
(2) (4) Board, Chief Financial Officer
Frank E. Williams, Jr.(l) 66 None 1970
(2)
William C. Howlett(2)(3)(4) 73 None 1986
R. Bentley Offutt (3)(4) 62 None 1994
Stephen N. Ashman (3) 52 None 1998
William J. Sim (3) 55 None 1998
(1) Frank E. Williams, Jr. may be considered a "control
person" of the Company, as the term control is defined by the
rules of the Securities and Exchange Commission. Mr. Williams,
III is the son of Mr. Williams, Jr.
(2) Member of standing Executive Committee. This committee,
which acts on behalf of the Board in situations where Board action
is necessary but not obtainable on short notice and if such action
is authorized by applicable law, met five times during the year
and also met as a "committee of the whole" with other board
members present either in person or by conference call twice
during the year.
(3) Member of standing Audit Committee. Mr. Ashman is
chairman of this committee and Mr. Williams, III is an ex-officio
member. This committee, which met four times during the past
fiscal year, consults with and recommends the Company's
independent auditors and provides recommendations to the Board
concerning the Company's accounting procedures.
(4) Member of standing Compensation Committee. Mr. Howlett is
chairman of this committee, which met two times during the last
fiscal year, sets the compensation for the President and
establishes guidelines, to be implemented within the President's
discretion, for the compensation of other officers.
The Nominees have had the following principal occupations or
employment for at least the past five years:
Mr. Williams, III has held the position of Chairman of the Board
and President since November 1994. On September 8, 1994, he was
elected Chief Financial Officer. He was elected as a vice
president of the Corporation in 1991. For more than five years
prior thereto he was an officer of various Company subsidiaries
and remains an officer and/or director of several subsidiaries.
Mr. Williams, Jr., until November 1994, was the Chairman of the
Board and President of Williams Industries, Inc. He is a founder
and Chairman of the Williams and Beasley Company, an organization
that is not otherwise affiliated with Williams Industries, Inc.;
the Chairman of the Board of Williams Enterprises of Georgia,
Inc.; and the principal owner of Structural Concrete Products,
LLC.
Mr. Howlett is employed by Sugar Oak Corporation, a real estate
management and investment company in the Greater Metropolitan
Washington area and the Midwest. Prior to that time, he was the
president of a local area metals fabrication firm for 30 years.
Mr. Offutt is the founder and president of Offutt Securities,
Inc., a Baltimore investment research firm specializing in high
growth companies with market capitalizations in a range of $60
million to $1 billion. Mr. Offutt has worked in institutional
research for more than 25 years.
Mr. Ashman is a principal with SAS advisors, an area consulting
firm. Prior to its sale in November 1998, he was the president,
CEO and a director of Capital Bank, N.A.. He is active in a
number of community organizations and is a board member of five
community groups.
Mr. Sim is the Group Vice President for Generation of Potomac
Electric Power Company (PEPCO) of Washington, D. C., a position he
has held since 1997. Prior to that time, he held other upper
management positions with PEPCO from 1977, with the period from
1988 to 1991 being spent as the President and COO of American
Energy and American Recovery Corporation, a division of Potomac
Capital Investment Corporation, a non-regulated subsidiary of
PEPCO. Mr. Sim is also active in a number of business and civic
organizations, as well as being a registered professional
engineer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF DIRECTORS OF THE NOMINEES NAMED ABOVE
Further Information Concerning the Board of Directors
During the past fiscal year, the Board of Directors held five
regular meetings and one special meeting by conference call. The
majority of the directors attended all of the board meetings
during the fiscal year and at least four directors were present at
each meeting or conference call. Numerous subcommittee meetings,
involving individual directors in different capacities, were also
held.
Executive Officers
The executive officers of the Company serve at the discretion
of the Board and presently include: Frank E. Williams, III,
Chairman of the Board, Chief Executive Officer, and Chief
Financial Officer.
Compliance with Section 16 of the Securities Exchange Act of 1934,
as amended
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers
and holders of 10% or more of the Company's Common Stock to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity securities
of the Company. The Company believes that all reports required
pursuant to Section 16(a) with respect to the 2000 fiscal year
were timely filed with the exception of the January 2000 Forms 4
for directors' and officers' options. All reports are current as
of this filing.
Corporate Governance and Other Matters
The Board of Directors selects the nominees for directors.
The Company's bylaws also permit shareholders eligible to vote at
the Annual Meeting to make nominations for directors through
written notice no later than 60 days prior to the date of the
anniversary of the immediately preceding annual meeting to the
Secretary of the Company. The bylaws also permit shareholders to
propose other business to be brought before an annual meeting,
provided that such proposals are made pursuant to the same timely
notice in writing to the Secretary of the Company. No such
nominations or proposals have been received in connection with the
Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding
ownership, as of September 22, 2000 of the Common Stock of the
Company by: (1) each person known by the Company to own
beneficially more than 5 percent of the Common Stock; (2) each
director; (3) each nominee for director; and (4) all officers and
directors as a group. Except as noted, the persons listed possess
all ownership rights attached to the shares opposite their name,
including the right to vote and dispose of the shares.
Directors:
Beneficial Owner Number of Shares Percentage of Class
Frank E. Williams, Jr. 1,297,619 (l)(4) 35.15 %
Frank E. Williams, III 937,299 (2)(4) 2.60
William C. Howlett 38,120 (4) 1.03
R. Bentley Offutt 48,000 (3)(4) 1.30
Stephen N. Ashman 17,500 (4) 0.47
William J. Sim 14,500 (4) 0.39
Officers and Directors as
a group(6 persons) 1,509,892 40.90%
(1) Excludes 158,705 shares owned by his wife, as to which Mr.
Williams, Jr. disclaims beneficial ownership; includes 518,346
shares owned or controlled by the Williams Family Limited
Partnership of which the Williams Family Corporation (of which Mr.
Williams, Jr. is the President and controlling person) is the
General Partner; 75,900 shares from the estate of F. Everett
Williams of which Mr. Williams, Jr. is executor; 3,000 shares as
trustee for a minor child; 338,300 shares held by Williams
Enterprises of Georgia, Inc., of which Mr. Williams, Jr. is the
controlling person; and 1,000 shares held by the Williams Family
Foundation, a charitable organization exempt under Section
501(c)(3) of the Internal Revenue code of 1986. The Foundation's
purpose is to use and apply its income and principal assets
exclusively for charitable, scientific, literary, and educational
purposes. Mr. Williams, Jr. is a trustee of the Foundation and
votes the stock. The business address of Mr. Williams, Jr. is
2789-B Hartland Road, Falls Church, Virginia.
(2) Includes 518,346 shares owned or controlled by the Williams
Family Limited Partnership, duplicative of the shares listed for
Mr. Williams, Jr., but included here because Mr. Williams, III,
has a beneficial interest in these shares; 338,300 shares held by
Williams Enterprises of Georgia and duplicative of those reported
for Mr. Williams, Jr. because Mr. Williams, III, has a beneficial
interest in the shares; 304 shares owned by his wife to which Mr.
Williams, III, disclaims beneficial interest, and 3,000 shares
held in trust for his minor child. Mr. Williams, III, is also a
trustee of the Williams Family Foundation, which is the General
Partner of the Williams Family Limited Partnership.
(3) Includes 40,000 shares owned by his wife, as to which Mr.
Offutt disclaims beneficial ownership.
(4) Includes options granted to directors.
Based on research of records of the Securities and Exchange
Commission and on information from Vickers Stock Research
Corporation, the Company believes that there are no additional
holders with more than a five percent position in the company's
stock at this time.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
General
The following table sets forth the total annual compensation
paid or accrued by the Company to or for the account of Mr. Frank
E. Williams, III, the Company's Chief Executive Officer. Mr.
Williams, III, has no employment contracts, termination of
employment or change-in-control arrangements, pension plans,
options (other than those disclosed herein) or any long term
incentive arrangements with the Company. Mr. Williams, III, as do
other eligible employees, participates in the Company's 401(k)
plan, which provides for Company contributions.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Year Annual Compensation
Principal ------------------------------------------
Position
-------------- ------ Salary Other Bonus Long-Term
Frank E. -------- --------- ---------- ----------
Williams, III 2000 $139,041 $9,290(1) $78,788(2) $12,530(3)
Chief Executive 1999 $125,048 $6,175(1) $56,800(4) $42,630(5)
Officer 1998 $122,308 $2,429(1) $86,366(6)
(1) Includes car allowance and directors' meeting fees.
(2) Includes payment, with interest, of bonus money owed by a
subsidiary in 1991 when Mr. Williams, III, was the
subsidiary president.
(3) Mr. Williams, III, was granted options for 3,500 shares of
Williams Industries' stock at $3.58 per share.
(4) Accrued, but unpaid.
(5) Mr. Williams, III, was granted options for 10,000 shares of
Williams Industries' stock at $4.263 per share.
(6) Mr. Williams, III, was granted 15,703 shares of unregistered
Williams Industries' stock at a value of $5.50 per share.
Directors' Fees
Until August 1, 2000, executive officers who were also
directors were paid $150 for each directors meeting attended. The
'outside' directors were paid $500 per month for serving as
directors, plus $150 for each meeting attended. Attendance via
telephone was compensated at $100 per meeting. As of August 1,
2000, "outside" directors are compensated $650 per month for
serving as directors; $250 per meeting attended in person; $100
per telephone meeting; $200 per committee meeting attended; and a
stock grant of restricted stock equal to $600 per month to be
calculated monthly using the current share price at the end of the
month with the shares to be accumulated and transferred once a
year in January. The Chairman of the Audit Committee receives an
additional stipend of $500 per month and other committee chairs
receive $50 per month. All directors are reimbursed traveling
expenses incurred in connection with meetings, with five such
meetings normally being held each year. Frank E. Williams, III
also served as a director of certain affiliated firms for which he
was paid small stipends, included in annual compensation table,
for each meeting attended.
Compensation Committee Report
Pursuant to rules adopted by the Securities and Exchange
Commission designed to enhance disclosure of public companies'
policies toward executive compensation, set forth below is a
report submitted by the Company's Compensation Committee (the
Committee) addressing the Company's compensation policies with
respect to executive officers.
The Compensation Committee consists of William C. Howlett,
Chairman, R. Bentley Offutt, and Frank E. Williams, III. The
Compensation Committee is responsible for establishing and
administering the policies that govern annual compensation,
bonuses, stock options and all other forms of compensation for
corporate executive officers. In November of each year, salaries
are discussed in committee, changes are recommended to the Board,
and voted on by the Board for the forthcoming calendar year.
The Committee structures executive compensation in a manner
designed to provide competitive levels of compensation and to
assist the company in attracting and retaining qualified
executives. Compensation is a direct result of the company's
performance and therefore can be said to be performance driven.
The Committee is generally familiar with executive compensation
paid in the Washington, D.C. metropolitan area, but has not made a
detailed comparison of the Company's executive compensation as
compared to other companies in the area or the industry. The
Committee recommends executive compensation to the full Board of
Directors, which considers substantially the same factors as the
Committee in determining whether to approve its recommendations.
Respectfully submitted,
/s/William C. Howlett
/s/R. Bentley Offutt
/s/Frank E. Williams, III
Compensation Committee Interlocks and Insider Participation
Mr. Williams, III is a director and the Chief Executive
Officer of the Company. Mr. H. Arthur Williams, the president of
a Company subsidiary, is the brother of Mr. Williams, III, and the
son of Mr. Frank E. Williams, Jr., a Company director. The
Williams family is considered to be a "control group" of the
Company, as the term control is defined by the Securities and
Exchange Commission.
Certain Transactions
Mr. Williams, Jr., a Company director and major shareholder,
is a 50% owner of the Williams and Beasley Company, which does
business with Williams Industries' subsidiaries. Net billings
from this entity during the Fiscal Year ended July 31, 2000 were
approximately $294,000. Mr. Williams, Jr. also owns or controls
approximately 98% of Williams Enterprises of Georgia, which does
business with Company subsidiaries. Billings to this entity and
its affiliates were approximately $807,000 for the Fiscal Year
ended July 31, 2000. Mr. Williams, Jr. is also a former director
of Concrete Structures, Inc. (CSI), a former subsidiary of the
Company, which is operating under the supervision of the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division. CSI is indebted to the Company for $240,000 on a note,
secured by the CSI assets, which was given in connection with the
sale of CSI to two former officers and directors of the Company in
1994. Due to CSI's severe financial difficulties, Mr. Williams,
Jr., through his privately owned company, Structural Concrete
Products, LLC ("SCP"), leased the facilities of CSI on July 20,
1998, and on July 22, 1998, CSI filed for protection under Chapter
11 of the Bankruptcy Code. CSI filed and the Court has approved a
plan that provides for the sale of its assets to SCP. The plan
provides for the assumption and satisfaction of all secured claims
by SCP. The Company expects that its secured note in the amount
of $240,000 will be paid in full over the five-year term of the
plan. SCP also does business with Company subsidiaries. Net
billings to (from) SCP from this entity during the Fiscal Year
ended July 31, 2000, were approximately $121,000.
INDEPENDENT AUDITORS
Aronson, Fetridge & Weigle served as the Company's
independent certified public accountants during the Fiscal Year
ended July 31, 2000 and performed the audit for that year. In
order to assure that the Company's audit fees are competitive and
consistent with necessary services, the Company's audit committee
reviews proposals from independent certified public accounting
firms, including Aronson, Fetridge & Weigle, seeking to serve as
the Company's independent auditors for the current fiscal year.
Representatives of Aronson, Fetridge & Weigle, are expected to be
present at the Annual Meeting, will have the opportunity to make a
statement and to respond to appropriate questions from
stockholders.
OTHER MATTERS
No business other than that set forth above is expected to
come before the Annual Meeting or any adjournment thereof. Should
other business properly come before the meeting or any adjournment
thereof, the proxy holders will vote upon the same according to
their discretion and best judgment.
COMMON STOCK PERFORMANCE
The following chart compares the value of $100 invested on
August 1, 1995 in the Company's common stock, the Russell 2000
index and a peer group Index consisting of the common stocks
issued by four companies selected by management. The Russell 2000
index represents a broad market group which management believes
more nearly represents the Company's market capitalization than
the NASDAQ Composite Index in which the Company participates.
The Peer Group was chosen as the nearest practicable
representative peer group of companies which meet Securities and
Exchange Commission requirements. However, management believes
that the Company's mix of products and services over the period
represented was unique in the heavy construction industry, with no
other publicly traded company being truly comparable.
CHART IS NOT ABLE TO BE SHOWN
<TABLE>
<CAPTION>
Year ended July 31:
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Williams Industries 100.00 400.00 568.00 438.00 375.00 275.00
Peer Group 100.00 132.03 129.23 207.79 208.71 197.70
Russell 2000 Index 100.00 107.01 142.72 146.02 155.23 174.33
</TABLE>
The broad market index chosen was: The peer group was
made up of the
Russell 2000 Index following companies:
Granite Construction Inc
The peer group chosen was: Meadow Valley Corp
Perini Corp
Customer selected stock list Schuff Steel Co
Source:
Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
Phone (800) 446-7922
Fax (804) 649-6826
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next Annual Meeting of
Shareholders and who wishes to have the proposal presented in the
Company's Proxy Statement for such meeting must deliver such
proposal in writing to the Company's principal executive offices
not later than June 15, 2001. If the shareholder does not want
the proposal presented in the Company's proxy, the Company's By-
Laws provide that a proposal for consideration at the annual
meeting must be submitted to the Company by written notice at
least sixty days prior to the anniversary date of the preceding
meeting or not later than September 11, 2001.
MISCELLANEOUS
The management of the Company knows of no matters to be
presented at the meeting other than the election of directors.
However, if other matters come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
the proxy in accordance with their judgments on such matters, and
discretionary authority to do so is included in the proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON
STOCK ON THE RECORD DATE, SEPTEMBER 22, 2000, OR OF ANY BENEFICIAL
HOLDER OF SUCH SHARES ON SUCH DATE WHO MAKES A GOOD FAITH
REPRESENTATION THAT SUCH SHAREHOLDER WAS SUCH A BENEFICIAL HOLDER,
THE COMPANY WILL SUPPLY TO SUCH A SHAREHOLDER A COPY OF THE
COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JULY 31, 2000. PLEASE ADDRESS
ALL REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED, 2849 MEADOW
VIEW ROAD, FALLS CHURCH, VIRGINIA 22042.
