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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ________________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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)(4) and 0-11.
[ ] 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.
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GLASSMASTER COMPANY
P.O. BOX 788
LEXINGTON, SC 29071
(803) 359-2594
Notice of Annual Meeting of Stockholders
January 21, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of
Glassmaster Company (the "Company") will be held at the Company's principal
executive offices, 126 Glassmaster Road, Lexington, South Carolina, on Friday,
January 21, 2000, at 10:00 a.m.
Eastern Standard Time, for the following purposes:
1. to elect two (2) 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, 2002, or when their successors have 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, 2000; 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 3, 1999, 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, 1999, 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, 1999
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.
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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 21, 2000, at
10:00 a.m. Eastern Standard Time, or any adjournment thereof, at the Company's
principal executive offices, 126 Glassmaster Road, Lexington, South Carolina.
The approximate date on which proxy materials are first being sent to
stockholders is December 30, 1999.
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.
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ANNUAL REPORT
The Annual Report to stockholders covering operations of the Company
for the fiscal year ended August 31, 1999, 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 3, 1999, 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 3, 1999, there were 1,630,696 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, 1999, 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.
Name Number of Percent
of Beneficial Owner Shares of Class
------------------- --------- --------
M. L. Chavis 194,439 11.9% (1)
Director and Vice-President
Benjamin T. Hardesty 11,273 *
Director
H. D. Harrelson 22,602 1.4% (2)
Director
James D. Harrelson, Jr. 43,000 2.6%
Director
James F. Kane 26,333 1.6% (3)
Director
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Steven R. Menchinger 10,001 * (4)
Treasurer, Controller and Secretary
Neil A. McLeod 12,838 * (5)
Vice President
John Taylor 84,066 5.1% (6)
Director
Harold M. Trewhella 90,000 5.5% (7)
Director
Raymond M. Trewhella 82,209 5.0% (8)
Director, President and Chief
Operating Officer
Stephen W. Trewhella 413,822 25.3% (9)
Director, Chairman of the Board
and Chief Executive Officer
All Directors and Officers as a 990,583 60.6%
group (eleven persons)
------------------
* 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 3,600 shares reserved for issuance to Mr. Menchinger pursuant to
stock options that are currently exercisable.
(5) Includes 1,600 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.
(7) Includes 90,000 shares owned jointly by Harold Trewhella and his wife. Mr.
Trewhella's address is: 1005 Owaissa Street, Negaunee, MI.
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(8) Includes: (a) 1,835 shares of Common Stock owned jointly by Raymond
Trewhella and his wife; and (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.
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, three 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
2001 and three of whom have terms that expire at the Annual Meeting in 2002. Two
directors are proposed to be elected at this Annual Meeting to fill the
vacancies resulting from the three directors whose terms expire then, as the
Board of Directors intends to reduce the size of the Board to eight directors.
Two 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, 2002, or when their successors 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. Mr. Taylor has resigned from the Board effective January 21, 2000. 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
two 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.
<PAGE> 7
Current
or
Proposed
Director Term
Name and Age Since Expires
-------------------------------- -------- --------
* Melvin L. Chavis - 55 (1) 1989 2003
Benjamin T. Hardesty - 71 (2) 1982 2001
H. D. Harrelson - 75 (3) 1959 2001
James D. Harrelson, Jr. - 48 (4) 1991 2002
James F. Kane - 68 (5) 1982 2002
John Taylor - 87 (6) 1982 2000
* Harold M. Trewhella - 71 (7) 1982 2003
Raymond M. Trewhella - 64 (8) 1960 2001
Stephen W. Trewhella - 72 (9) 1959 2002
- -----------------------
*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.
(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.
<PAGE> 8
(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.
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, 1999, 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, discussion of the auditors' report with the Board of Directors, and
the review of all related party transactions. 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, 1999, 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.
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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.
Officer Term
Name and Age Office Since Expires
- ------------ ------ ------- -------
Neil A. McLeod, Jr. (61) Vice-President 1988 2000
Steven R. Menchinger (40) Treasurer, 1988 2000
Controller and
Secretary
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the fiscal years ended August 31, 1997,
1998, and 1999, 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,
1999, 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 - 1999 $125,430 $ 0 0 $ 0
Chairman of the Board 1998 $127,591 $ 0 0 $ 0
1997 $126,982 $ 0 0 $ 0
Raymond M. Trewhella - 1999 $120,250 $ 0 0 $1,636
President and Director 1998 $116,647 $ 0 0 $2,282
1997 $111,380 $ 0 0 $2,326
Melvin L. Chavis - 1999 $110,639 $ 0 0 $1,641
Vice President and Director 1998 $107,782 $40,593 0 $2,466
1997 $103,585 $34,056 0 $2,435
</TABLE>
<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
There were no options exercised by the executive officers listed in the
Summary Compensation Table during the last fiscal year and the executive
officers currently do not have any options.
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,
1998, 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 1999.
<PAGE> 11
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, 2000. 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, 2000.
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, 2000, to be
considered for inclusion in the Company's Proxy Statement and form of proxy for
that Annual Meeting. If a proposal intended to be presented by a shareholder at
the next Annual Meeting, for which the shareholder does not seek inclusion in
the Company's Proxy Statement and form of Proxy for that meeting, is not
received by the Company by November 15, 2000, then the management proxies
appointed in the enclosed Proxy will be allowed to use their discretionary
voting authority with respect to the proposal.
<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, 1999
<PAGE> 13
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, 126 Glassmaster Road, Lexington, South
Carolina, on Friday, January 21, 2000, 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: Melvin
L. Chavis (2003) and Harold M. Trewhella (2003).
_______ 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, 2000.
_____ 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
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
