<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
GLASSMASTER COMPANY
- --------------------------------------------------------------------------------
(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> 2
GLASSMASTER COMPANY
P.O. BOX 788
LEXINGTON, SC 29071
(803) 359-2594
Notice of Annual Meeting of Stockholders
January 23, 1998
The Annual Meeting of Stockholders (the "Annual Meeting") of
Glassmaster Company (the "Company") will be held at the Company's principal
executive offices, U.S. Highway I-20 and S.C. Highway #6, near Lexington, South
Carolina, on Friday, January 23, 1998, at 10:00 a.m. Eastern Standard Time, for
the following purposes:
1. to elect three (3) directors to serve three year terms to end
in conjunction with the Company's Annual Meeting of
Stockholders to be held following the close of its fiscal year
ending August 31, 2000, or when their successors have been
duly elected and qualified; and to elect one (1) director to
serve a two year term to end in conjunction with the Company's
Annual Meeting of Stockholders to be held following the close
of its fiscal year ending August 31, 1999, or when his
successor has been duly elected and qualified;
2. to consider and vote upon the ratification of the appointment
of Brittingham, Dial & Jeffcoat as independent auditors for
the Company's fiscal year ending August 31, 1998; and
3. to transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Although all stockholders are invited to attend the Annual Meeting,
only stockholders of record at the close of business on December 5, 1997, are
entitled to notice of and to vote at the Annual Meeting. A list of stockholders
entitled to vote at the Annual Meeting will be open to examination by
stockholders during regular business hours at the Company's principal executive
offices from December 30, 1997, through the Annual Meeting and at the Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Steven R. Menchinger
Secretary
Lexington, South Carolina
December 30, 1997
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS
PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT
YOU EXPECT TO ATTEND IN PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
<PAGE> 3
PROXY STATEMENT
GLASSMASTER COMPANY
SOLICITATION OF PROXIES
The accompanying Proxy is solicited on behalf of the Board of Directors
of Glassmaster Company (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Friday, January 23, 1998, at
10:00 a.m. Eastern Standard Time, or any adjournment thereof, at the Company's
principal executive offices, U.S. Highway I-20 and S.C. Highway #6, Lexington,
South Carolina. The approximate date on which proxy materials are first being
sent to stockholders is December 30, 1997.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers, directors, and regular employees of
the Company may, without additional compensation, use their personal efforts to
solicit proxies by telephone, telegraph, telecopier or in person. The Company
expects to reimburse brokers, banks, custodians and other nominees for their
reasonable out-of-pocket expenses in handling proxy materials for beneficial
owners of the Common Stock. Should the Company's management deem it necessary,
the Company may also retain the services of a proxy solicitation firm to aid in
the solicitation of proxies for which the Company will pay a fee not expected to
exceed $5,000 plus reimbursement for out-of-pocket expenses.
Stockholders can ensure that their shares are voted at the Annual
Meeting by signing and returning the enclosed proxy card in the envelope
provided. Shares of Common Stock par value $.03 per share ("Common Stock")
represented by the accompanying proxy card will be voted if the proxy card is
properly executed and is received by the Company prior to the time of voting.
Sending in a signed proxy card will not affect a stockholder's right to attend
the Annual Meeting and vote in person.
Proxies so given may be revoked at any time prior to the voting thereof
by written notice mailed or delivered to the Secretary, by receipt of a proxy
properly signed and dated subsequent to an earlier proxy, or by revocation by
request in person at the Annual Meeting, but if not so revoked, the shares
represented by such proxy will be voted in accordance with the authority
conferred by such proxy. Where specific choices are not indicated on the proxy
card, proxies will be voted in accordance with the recommendations of the Board
of Directors.
<PAGE> 4
ANNUAL REPORT
The Annual Report to stockholders covering operations of the Company
for the fiscal year ended August 31, 1997, including financial statements, is
enclosed herewith. FORM 10-KSB, THE ANNUAL REPORT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS AVAILABLE TO STOCKHOLDERS UPON WRITTEN REQUEST TO THE
SECRETARY, GLASSMASTER COMPANY, P.O. BOX 788, LEXINGTON, SOUTH CAROLINA 29071.
OUTSTANDING VOTING SECURITIES AND RECORD DATE
Only stockholders of record at the close of business on December 5,
1997, will be entitled to notice of and to vote at the Annual Meeting, each
share being entitled to one vote except as to the election of directors, as to
which each share will be entitled to one vote times the number of directors to
be elected, with the option in the stockholder to cumulate said votes and
distribute them among one or more candidates. A stockholder who intends to vote
his shares cumulatively must either give written notice of such intention to an
officer of the Company not less than forty-eight (48) hours before the Annual
Meeting, or announce his intention at the Annual Meeting before voting
commences, in which event all stockholders shall without further notice be
entitled to cumulate their votes. Common Stock is the only class of capital
stock which has been issued by the Company. As of the close of business on
December 5, 1997, there were 1,624,696 outstanding shares of Common Stock
entitled to be voted at the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of October 31, 1997, the Company's
best knowledge of the amount of Common Stock beneficially owned and the
percentage of Common Stock so owned with respect to: (a) the persons or groups
known to the Company to be the beneficial owner of more than five percent of the
Common Stock of the Company; (b) certain executive officers of the Company; (c)
each director of the Company; and (d) all executive officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
Name Number of Percent
of Beneficial Owner Shares of Class
------------------- ------ --------
<S> <C> <C>
M. L. Chavis 189,439 11.7%(1)
Director and Vice-President
Benjamin T. Hardesty 11,273 *
Director
H. D. Harrelson 22,602 1.4%(2)
Director
James D. Harrelson, Jr 28,000 1.7%
Director
</TABLE>
-2-
<PAGE> 5
<TABLE>
<S> <C> <C>
James F. Kane 26,333 1.6%
Director
Steven R. Menchinger 10,001 * (4)
Treasurer, Controller and Secretary
Neil A. McLeod 13,144 * (5)
Vice President
John Taylor 84,066 5.2%(6)
Director
Harold M. Trewhella 90,000 5.6%(7)
Director
Raymond M. Trewhella 81,209 5.0%(8)
Director, President and Chief
Operating Officer
Stephen W. Trewhella 411,822 25.4%(9)
Director, Chairman of the Board
and Chief Executive Officer
All Directors and Officers as a 967,889 59.7%
group (eleven persons)
</TABLE>
- ----------
* Less than one percent.
(1) Includes 933 shares owned directly by Mr. Chavis' wife as to which he
disclaims beneficial ownership. Mr. Chavis' address is: 1113 Lindler
Drive, West Columbia, SC.
(2) Includes 666 shares owned directly by H. D. Harrelson's wife and 4,000
shares held by Mr. Harrelson, as custodian for his children under the
South Carolina Uniform Gifts to Minors Act, as to which he disclaims
beneficial ownership.
(3) Includes 16,333 shares owned directly by Mr. Kane's wife as to which he
disclaims beneficial ownership.
(4) Includes 7,200 shares reserved for issuance to Mr. Menchinger pursuant
to stock options that are currently exercisable.
(5) Includes 4,800 shares reserved for issuance to Mr. McLeod pursuant to
stock options that are currently exercisable.
(6) Includes 5,000 shares owned directly by Mr. Taylor's wife as to which
he disclaims beneficial ownership. Mr. Taylor's address is: 6417
Westshore Drive, Columbia, SC.
-3-
<PAGE> 6
(7) Includes 90,000 shares owned jointly by Harold Trewhella and his wife.
Mr. Trewhella's address is: 1005 Owaissa Street, Negaunee, MI.
(8) Includes: (a) 1,835 shares of Common Stock owned jointly by Raymond
Trewhella and his wife; (b) 2,500 shares of Common Stock owned directly
by his wife, and 999 shares of common stock held by Mr. Trewhella as
custodian for his children under the South Carolina Uniform Gifts to
Minors Act, as to which, in each case, he disclaims beneficial
ownership; and (c) 3,000 shares reserved for issuance to Mr. Trewhella
pursuant to stock options that are currently exercisable. Mr.
Trewhella's address is: 7907 Leabrook Road, Columbia, SC.
(9) Mr. Trewhella's address is: 200 Southlake Drive, Columbia, SC.
ELECTION OF DIRECTORS
The By-laws of the Company authorize a Board of Directors of up to
sixteen members. Currently the Board of Directors has established a Board of
nine directors, four of whom have terms that expire as of this Annual Meeting,
three of whom have terms that expire at the Annual Meeting of Stockholders in
1999 and two of whom have terms that expire at the Annual Meeting in 2000. Four
directors are proposed to be elected at this Annual Meeting to fill the
vacancies resulting from the four directors whose terms expire then. Three
nominees have been nominated to hold office for three year terms to end in
conjunction with the Annual Meeting to be held following the close of the
Company's fiscal year ending August 31, 2000, or when their successors shall be
duly elected and qualified; and one nominee has been nominated to hold office
for a two year term to end in conjunction with the Annual Meeting to be held
following the close of the Company's fiscal year ending August 31, 1999, or when
his successor shall be duly elected and qualified.
It is intended that votes will be cast, pursuant to authority granted
in the enclosed proxy, for the election of each nominee with an asterisk before
his name. The terms of the other directors listed have not yet expired. In the
event that any one or more of the nominees shall unexpectedly become unavailable
for election, the proxies will be cast, pursuant to authority granted by the
enclosed proxy, for such person or persons as may be designated by the Board of
Directors. The four candidates who receive the greatest number of votes cast at
the Annual Meeting will be deemed elected, even though not receiving a majority
of the votes cast.
-4-
<PAGE> 7
<TABLE>
<CAPTION>
Current
or
Proposed
Director Term
Name and Age Since Expires
------------ ----- -------
<S> <C> <C>
Melvin L. Chavis - 53 (1) 1989 2000
* Benjamin T. Hardesty - 69 (2) 1982 2001
* H. D. Harrelson - 73 (3) 1959 2001
James D. Harrelson, Jr. - 46 (4) 1991 1999
James F. Kane - 66 (5) 1982 1999
* John Taylor - 85 (6) 1982 2000
Harold M. Trewhella - 69 (7) 1982 2000
* Raymond M. Trewhella - 62 (8) 1960 2001
Stephen W. Trewhella - 70 (9) 1959 1999
</TABLE>
- -----------------------
* Nominee
MANAGEMENT RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
(1) Mr. Chavis joined the Company in November, 1982 as a Vice-President,
Marketing in the Monofilament Division and became Vice-President and
General Manager of the Monofilament Division in January, 1990.
(2) Mr. Hardesty has been a business consultant in Columbia, SC for more
than the past five years.
(3) Mr. H. D. Harrelson has been retired for more than the past five years;
formerly, until 1985, he was President and General Manager of Harrelson
"T.J." Roofing and Supply Co., Inc., Columbia, SC, a roofing
contractor.
(4) Mr. James D. Harrelson, Jr. has been President of Sumter Laundry &
Cleaners, Sumter, SC for more than the past five years.
(5) Mr. Kane is Dean Emeritus of the College of Business Administration of
the University of South Carolina, having retired during 1993 as Dean,
in which capacity he had served since 1967. He is also a director of
Delta Woodside Industries, Inc., Greenville, SC.
-5-
<PAGE> 8
(6) Mr. Taylor has been retired for more than the past five years;
formerly, he was a Professor of Engineering at the University of South
Carolina.
(7) Mr. Harold M. Trewhella has owned and operated Trewhella Department
Store in Palmer, MI for more than the past five years.
(8) Mr. Raymond M. Trewhella has been President of the Company for more
than the past five years.
(9) Mr. Stephen W. Trewhella has been Chairman of the Board of the Company
for more than the past five years. Mr. Trewhella is a Director of
Michigan Mutual, Detroit, MI.
Family relationships among directors are as follows: (1) Harold M.
Trewhella, Stephen W. Trewhella and Raymond M. Trewhella are brothers; and (2)
James D. Harrelson, Jr. is the nephew of H.D. Harrelson.
The Company has standing Audit, Nominating, Compensation and Executive
Committees. During the fiscal year ended August 31, 1997, these Committees were
constituted as follows:
The Audit Committee consisted of James F. Kane, Chairman, John Taylor,
and Harold M. Trewhella, all of whom were outside directors. Its functions
include the selection of a firm of certified public accountants to serve as
independent auditors, and discussion of the auditors' report with the Board of
Directors. The Audit Committee met once during the last fiscal year.
The Compensation Committee consisted of James F. Kane, Chairman,
Benjamin T. Hardesty, and John Taylor, all of whom were outside directors. Its
functions include the recommendation of compensation levels to the Board of
Directors. The Compensation Committee met twice during the last fiscal year.
The Nominating Committee consisted of Stephen W. Trewhella, Chairman,
James F. Kane, and H.D. Harrelson. The function of the Committee is to recommend
to the Board nominees for election as directors. The Nominating Committee met
once during the last fiscal year.
The Executive Committee consisted of Stephen W. Trewhella, Chairman,
H.D. Harrelson and Raymond M. Trewhella. The function of the Committee is to act
on items requiring Board approval between meetings.
During the fiscal year ended August 31, 1997, there were four regular
meetings of the Board of Directors. No director missed more than 25% of the
total number of meetings and Committee meetings of which the director was a
member.
-6-
<PAGE> 9
EXECUTIVE OFFICERS
In addition to those executive officers who are directors of the
Company, the following persons also serve as executive officers. Both of these
officers have been with the Company for more than the past five years.
<TABLE>
<CAPTION>
Officer Term
Name and Age Office Since Expires
- ------------ ------ ----- -------
<S> <C> <C> <C>
Neil A. McLeod, Jr. (59) Vice-President 1988 1998
Steven R. Menchinger (38) Treasurer, 1988 1998
Controller and
Secretary
</TABLE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the fiscal years ended August 31,
1995, 1996, and 1997, the cash compensation paid or accrued by the Company, as
well as certain other compensation paid or accrued for those years, for services
in all capacities to the Company's Chairman of the Board and to those executive
officers whose salary and bonus earned for the fiscal year ended August 31,
1997, exceeded $100,000.00.
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------------------
(a) (b) (c) (d) (g)(2) (i)(3)
Name and All Other
Principal Position Year Salary ($) Bonus ($) Options (#) Compensation
------------------ ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Stephen W. Trewhella - 1997 $126,982 $ 0 0 $ 0
Chairman of the Board 1996 $122,439 $ 0 0 $ 0
1995 $116,097 $ 8,806 0 $ 0
Raymond M. Trewhella - 1997 $111,380 $ 0 0 $2,326
President and Director 1996 $106,752 $ 0 0 $2,580
1995 $101,945 $16,000 0 $2,628
Melvin L. Chavis - 1997 $103,585 $34,056 0 $2,435
Vice President and 1996 $ 99,619 $16,019 0 $2,454
Director 1995 $ 93,830 $16,407 0 $2,539
</TABLE>
-7-
<PAGE> 10
- ----------
(1) Columns (e), (f) and (h) relating, respectively, to "Other Annual
Compensation," "Restricted Stock Awards," and "LTIP Payouts" have been
deleted because no compensation required to be reported in such columns
was awarded to, earned by, or paid to any named executive during the
periods covered by such columns.
(2) All information in this column relates to options because the Company
has not granted any SARs.
(3) "All Other Compensation" information represents Company contributions
to the Glassmaster Company Employee Retirement Savings Plan (the 401-k
Plan).
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the
executive officers listed in the Summary Compensation Table concerning the
exercise of options during the last fiscal year and unexpired options held as of
the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES (1)
<TABLE>
<CAPTION>
(e)(2)
(d) Value of
Number of Unexercised
Unexercised In-the-Money
(b) Options at Options at
Shares (c) Fiscal Year End Fiscal Year End
Acquired on Value (#) ($)
(a) Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
---- ------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Stephen W. Trewhella (3) -- -- -- --
Raymond M. Trewhella 3,000 $ 0(4) 3,000/-- $2,250/--
Melvin L. Chavis -- -- -- --
</TABLE>
(1) All information in the table relates to options because the Company has
not granted any SARs.
(2) Based upon the difference between the exercise price and the average of
the high and low sale prices for the common stock on August 31, 1997,
of $1.75 per share, as quoted on the Small Cap Market tier of the
NASDAQ Stock Market.
(3) Mr. Trewhella is not eligible to participate in the Incentive Stock
Option Plan.
(4) Based upon the difference between the exercise price and the average of
the high and low sale prices for the common stock on the date of
exercise of $1.00 per share.
-8-
<PAGE> 11
COMPENSATION OF DIRECTORS
All non-management directors receive $500 per board meeting attended.
Out of town directors are also reimbursed for actual costs of attending Board
meetings, which are currently held on a quarterly basis. There are no additional
amounts paid for committee participation or special assignments.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain officers and persons who own more than 10% of a
registered class of the Company's equity securities to file within certain
specified time periods reports of ownership and changes in ownership with the
SEC. Such officers, directors and shareholders are required by SEC regulations
to furnish the Company with copies of all such reports that they file. Based
solely on a review of copies of reports filed with the SEC since September 1,
1996, and written representations by certain officers and directors, all persons
subject to the reporting requirements of Section 16(a) filed the required
reports on a timely basis during the Company's fiscal year 1997.
RATIFICATION OF AUDITORS
The Board of Directors, on the recommendation of the Audit Committee
has, subject to ratification by the stockholders, appointed the firm of
Brittingham, Dial & Jeffcoat, CPA's ("Brittingham") to audit the accounts of the
Company for the fiscal year ending August 31, 1998. Ratification will require
the approval of a majority of the votes cast.
A representative of Brittingham is expected to be present at the
annual meeting and will have the opportunity to make a statement if he desires
to do so, and such representative is expected to be available to respond to
appropriate questions.
MANAGEMENT RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF BRITTINGHAM TO AUDIT THE ACCOUNTS OF THE COMPANY FOR
ITS FISCAL YEAR ENDING AUGUST 31, 1998.
PROPOSALS OF STOCKHOLDERS
Any proposal which a stockholder wishes to present for action at the
next Annual Meeting of the stockholders of the Company must be received in
writing at the Company's principal executive offices no later than September 1,
1998, to be considered for inclusion in the Company's Proxy Statement and form
of proxy for that Annual Meeting.
-9-
<PAGE> 12
OTHER MATTERS
Management knows of no other business which will be presented for
consideration which will require a vote by the stockholders, but if other
matters are presented, it is the intention of the persons designated as proxies
to vote in accordance with their judgment on such matters.
By Order of the Board of Directors
Steven R. Menchinger
Secretary
Lexington, South Carolina
December 30, 1997
-10-
<PAGE> 13
APPENDIX A
PROXY
TO: The Secretary of Glassmaster Company
P.O. Box 788
Lexington, South Carolina 29071
I do hereby constitute and appoint Steven R. Menchinger and Raymond M.
Trewhella, or either of them (the "Proxies"), to be my lawful attorney,
substitute and proxy for me in my name to vote at the Annual Meeting of
Stockholders of Glassmaster Company (the "Company") to be held at the principal
executive offices of the Company, U.S. Highway I-20 and S.C. Highway #6, near
Lexington, South Carolina, on Friday, January 23, 1998, at 10:00 a.m. Eastern
Standard Time, and at any adjournment thereof, for the following purposes.
Item 1. To elect the following as Directors to the terms set forth:
Benjamin T. Hardesty (2001), H.D. Harrelson (2001), John Taylor (2000), and
Raymond M. Trewhella (2001)
_____ For all Nominees
_____ Against all Nominees
Withhold as to_________________
Withhold as to_________________
(TO WITHHOLD AUTHORITY AS TO ANY NOMINEE(S), WRITE NAME(S) ON LINE(S) PROVIDED)
Item 2. To ratify the appointment of Brittingham, Dial & Jeffcoat as
independent auditors for the Company's fiscal year ending August 31, 1998.
_____ For _____ Against _____ Abstain
Item 3. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
I hereby revoke any proxy or proxies heretofore given by me to any
person or persons whatsoever. Shares represented by this proxy will be voted in
accordance with the specifications so made. IF NO DIRECTION IS GIVEN, SUCH
SHARES WILL BE VOTED "FOR" THE PROPOSALS CONTAINED IN ITEMS 1 AND 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY MATTER ARISING PURSUANT TO ITEM 3.
Date__________________ ________________________________________________
Signature
(Please sign exactly as shown below)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
