HAWKS INDUSTRIES, INC.
913 FOSTER ROAD
CASPER, WYOMING 82601
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 4, 1998
~To~the~Shareholders~of~
HAWKS INDUSTRIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of HAWKS
INDUSTRIES, INC., a Wyoming Corporation (the "Company"), will be held at the
office of the Company at 913 Foster Road, Casper, Wyoming 82601 on November 4,
1998, at 2:00 P.M. or at any postponement or adjournment thereof for the
following purposes:
1. To elect one director to serve until the Annual Meeting of the ShareholderS
to be held in 2001 or until their successors have been elected and
qualified.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on September 25, 1998,
will be entitled notice of and to vote at the meeting. All shareholders are
cordially invited to attend and to meet the management and Board of Directors of
the Company.
By Order of the Board of Directors
/s/ Bob Despain
Bob Despain
~Secretary~
Casper, Wyoming
September 25, 1998
IMPORTANT
IF YOU DO NOT PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
<PAGE>
PROXY STATEMENT
HAWKS INDUSTRIES, INC.
913 FOSTER ROAD
CASPER, WYOMING 82601
SHAREHOLDERS ENTITLED TO VOTE
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF HAWKS INDUSTRIES,
INC. (the "Company") for use at the Annual Meeting of the Shareholders of the
Company. It is anticipated that these proxy materials will be mailed to
Shareholders on or about September 25, 1998.
Holders of shares of the Common Stock of the Company of record at the close of
business September 25, 1998, will be entitled to vote at the Annual Meeting of
Shareholders to be held on November 4, 1998 at 2:00 P.M. at the offices of the
Company at 913 Foster Road, Casper, Wyoming 82601 or at any postponement or
adjournment thereof.
Shareholders who execute proxies retain the right to revoke them at any time
before they are voted by filing with the Secretary of the Company either an
instrument revoking the proxy or a duly executed proxy bearing a later date.
Proxies may be revoked by any Shareholder present at the meeting who expresses a
desire to vote his or her shares in person. A proxy, when executed and not so
revoked, will be voted in accordance therewith.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The voting securities entitled to vote at the meeting consist of shares of
Common Stock of the Company with each share entitling its owner to one vote upon
each matter submitted to a vote. The shares have cumulative voting rights,
which means that for the election of directors, every Shareholder entitled to
vote shall have the right to vote the number of shares owned by him or her for
as many persons as there are directors to be elected, or to cumulate his or her
votes by giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principle among any number of candidates. Discretionary
authority to cumulate votes will be granted by Shareholders who execute proxies.
A majority of the shares of Common Stock outstanding shall constitute a quorum
at the meeting.
The close of business on September 25, 1998, has been fixed by the Board of
Directors as the record date for determination of Shareholders entitled to vote
at the meeting, and the number of outstanding shares on this date was 1,351,515.
The following table shows the beneficial ownership of the shares of the
Company as of the close of business on September 25, 1998, of each person known
to the Company to be the beneficial owner of more than 5% of the Company's
issued and outstanding Common Stock and of all officers and directors as a
group. Unless noted to the contrary, each person or entity has direct ownership
and sole voting dispositive power.
<PAGE>
Percent
Name and Address Shares Owned of Class
- ---------------- ------------ --------
Bruce A. Hinchey 114,480 (a) 8.5
913 Foster Road
Casper, Wyoming 82601
James E. Meador, Jr. 116,126 (b) 8.6
913 Foster Road
Casper, Wyoming 82601
Ann B. Zimmerman 153,167 11.3
Revocable Trust
400 E. 1st St.
Casper, Wyoming 82601
All Officers and Directors
and 5% Shareholders 385,831 28.5
as a Group (five in number)
- ----------------
(a) Included are 11,272 shares allocated in the Company's Employee Stock
Ownership Plan-Trust.
(b) Included are 11,348 and 2,414 shares allocated to Mr. Meador and his spouse
respectively in the Company's Employee Stock Ownership Plan-Trust.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and By-laws, Directors
are divided into three classes that contain one or more Directors and hold a
term of office of three years.
As of the date of this Proxy Statement, one Class I Director will be elected
to serve until 2001 or until a successor is duly elected and qualified.
At the meeting it is proposed that James E. Meador, Jr., who is presently the
Class I Director of the Company and whose term expires in 1998, be elected for a
three year term. Upon election he shall serve in such capacity until the 2001
Annual Meeting of the Shareholders or until a successor is duly elected and
qualified.
If the enclosed Proxy is duly executed and received in time for the meeting,
and if no contrary specification is made as provided therein, it is the
intention of the persons named therein to vote the shares represented thereby
for the persons nominated for election as Directors of the Company. There will
be cumulative voting for the election of Directors. If a nominee should refuse
or be unable to serve, the proxy will be voted for such person as shall be
designated by the Board of Directors to replace such nominee. The management
presently has no knowledge that any nominee will refuse or be made unable to
serve.
<PAGE>
The following information is furnished as of September 25, 1998, with respect
to the nominees and the other Directors whose terms in office will continue
after the meeting.
<TABLE>
<CAPTION>
Principle Occupation Year Since
During the Last Five Which Share of
Years and Position with Continuous Common Stock Percent
Company ly A Beneficially of
Name/Age (In Addition to Director) Director Owned Class
<S> <C> <C> <C> <C>
Dwight B. Despain/44 Appointed as a Class III 1992 2,050 .2
Director August 24, 1992.
Attorney with Dixon &
Despain, Casper, WY since
1990; Warnick & Blood Law
Offices from 1985-1990.
Bruce A. Hinchey/49 Appointed as a Class III 1993 114,480(a) 8.5
Director May 12, 1993;
President of Western
Environmental Services
and Testing , Inc. 1981
to 1997. President of
Hawks Industries, Inc.
and Vice- President of
Western Environmental
Services & Testing, Inc.
since 1998.
James E. Meador, Jr./45 Appointed as a Class I 1993 116,216(b) 8.6
Director May 12, 1993;
Vice President of Western
Environmental Services
and Testing Inc. 1981 to
1997. President Western
Environmental Services &
Testing, Inc. and Vice-
President Hawks
Industries, Inc. since
1998.
Gerald M. Moyle/43 Appointed as a Class II 1994 8 -0-
Director June 30, 1994;
Land Manager of Brown
Operating, Inc. since
1984.
<FN>
- ------------
(a) Included are 11,272 shares allocated in the Company's Employee Stock
Ownership Plan-Trust.
(b) Included are 11,348 shares allocated to Mr. Meador and his spouse in the
Company's Employee Stock Ownership Plan-Trust.
</TABLE>
<PAGE>
RESUME OF NOMINEE JAMES E. MEADOR, JR.
James E. Meador, Jr., President Western Environmental Services & Testing, Inc.
and Director
Mr. Meador graduated from Southwest Texas State University in 1976 with a
Bachelor of Science in Biology and Chemistry. Mr. Meador was employed as a
Field Testing Supervisor for Ecology Audits, Inc. in Dallas, TX from 1977 to
1978; was a partner in the Air Quality Department of Kumpe and Associates, P.C.,
Casper, Wyoming from 1978 to 1981. In 1981 he helped form the firm of Western
Environmental Services and Testing, Inc. and has served as President or Vice
President since the company was started.
The Board of Directors met formally once during the fiscal year. Mr. Meador
was present for the meeting. All other directors were present for the meeting of
the Board of Directors in fiscal 1997. In addition, discussions were held
frequently on an informal basis, and all action specifically required to be
approved by the Board of Directors, pursuant to the Wyoming Corporation Law, was
taken by written consent setting forth the action so taken signed by all the
directors provided by Section 141 (t) of the Law.
The Board of Directors audit committee consists of Gerald E. Moyle, James E.
Meador, Jr., and Dwight B. Despain.
The Board of Directors has no nominating or compensation committee.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
The following table sets forth all cash compensation paid by the Company
during the fiscal year to executive officers whose cash compensation exceeded
$60,000 and to all executive officers as a group.
<TABLE>
<CAPTION>
Name of Individual or
Number in Group Capacities in Which Served Cash Compensation
<S> <C> <C> <C>
Joseph J. McQuade President and Director $98,280(a)(b)(c)
Bruce A. Hinchey Vice President and Director $87,800(a)(b)(c)
of Hawks Industries, Inc.;
President of Western
Environmental Services and
Testing, Inc.
James E. Meador, Jr. Director of Hawks Industries, $87,800(a)(b)(c)
Inc.; Vice President of
Western Environmental
Services and Testing, Inc.
All Executive Officers as $273,880(a)
a Group (three in number)
</TABLE>
<PAGE>
(a) Messrs. McQuade, Hinchey and Meador received other compensation valued at
less than 10% of the compensation reported in this table.
(b) Not included is the amount which was accrued under the Company's Employee
Stock Ownership Plan-Trust discussed below.
(c) Pursuant to employment agreements expiring April 2001, Messrs. Hinchey and
Meador would receive a lump sum payment of approximately two and one-half
years' salary if employment should be terminated by the Company without
cause.
Directors who are not employees are paid $300 per meeting for their attendance
at Board meetings. All directors are reimbursed for reasonable out-of-pocket
expenses incurred in connection with attending Board and Shareholder's meetings.
Employee Stock Ownership Plan-Trust
The Plan was Adopted in December 1975. Annual contributions by the Company
are not mandatory, but the Plan provides for annual contributions by the company
to the profit-sharing trust for the account of eligible employees in an amount
up to 25% of their salaries subject to the limitation imposed by ERISA. The
Plan provides that the Trustee shall invest the funds in shares of Common Stock
of the Company purchased either in the open market, directly from the Company,
or from existing shareholders. All of the shares will remain with the Trustee
until paid to employees upon leaving the Company's service. In the event of
retirement, disability or death, the entire amount of the employee's credit will
be directly distributed to the employee or his named beneficiary. Upon
termination, other than by reason of death, disability or retirement, the amount
at termination will be a percentage of the amount of his account as follows:
Years Percentage
2 20%
3 40%
4 60%
5 80%
6 100%
The Company has the right to amend or terminate the Plan at any time. The
purpose of the Plan is to provide employees with additional incentive and
opportunity, through the Company contribution, to acquire an Ownership in the
Company by becoming shareholders.
During the Fiscal year, the amounts accrued by Mr. McQuade, Mr. Hinchey, and
Mr. Meador and his spouse were, respectively, $2,117, $1,892 and $2,345.
Incentive Stock Option Plan
The Plan approved by the Shareholders of the Company on June 15, 1982,
authorized the stock incentives for key executives to further the identity of
their interest with the interests of the shareholders and to increase their
stake in the future growth and prosperity of the Company. This Plan expired
June 15, 1992. The Plan was intended to induce continued employment of key
executives and, by offering comparable incentives, to enable the Company to
compete for, attract, and retain competent executives.
As of the date of this Proxy Statement there are options outstanding for
50,000 shares under the Plan. They were issued in September 1990 and will, if
not exercised previously, expire in September of 2000.
<PAGE>
Section 16 Reporting
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and the
National Association of Securities Dealers, Inc. Officers, Directors, and
greater than 10% stockholders are also required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received by it and written
representations from certain reporting persons, the Company believes that,
during the period January 1, 1997 to December 31, 1997, all filing requirements
applicable to its officers, Directors, and greater than 10% beneficial owners
were complied with.
FINANCIAL STATEMENTS
Financial statements are not included in the Proxy Statement as they are not
deemed necessary for the exercise of prudent judgment by the shareholders with
respect to any proposal to be submitted at this Annual Meeting. The Annual
Report of the Company for the year ended December 31, 1997, including audited
financial statements, has been mailed to the shareholders, but such report is
not incorporated in this Proxy Statement and is not deemed to be a part of the
proxy soliciting material.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing the proxy
form and the form of materials used in the solicitation of proxies will be paid
by the Company. The Company will request banks and brokers to solicit their
customers who beneficially own common stock of the Company listed in the names
of the nominees and will reimburse said banks and brokers for the reasonable
out-of-pocket expenses of such solicitation. In addition to the use of the
mails, solicitation may be made by employees of the Company by telephone,
telegraph, cable and personal interview. The Company does not expect to pay any
compensation for the solicitation of proxies.
DATE OF RECEIPT OF SHAREHOLDER'S PROPOSALS
Shareholder proposals must be received by the Company by December 31, 1998 to
be included in the proxy materials for the next Annual Meeting of Shareholders.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote in accordance with his
judgment on such matters.
<PAGE>
AVAILABILITY OF ANNUAL REPORT
ON FORM 10-K
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
(INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO) FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, TO EACH SHAREHOLDER OF RECORD OR EACH
SHAREHOLDER WHO OWNED COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS
NOMINEE, AT THE CLOSE OF BUSINESS ON SEPTEMBER 25, 1998. REQUESTS SHOULD BE
ADDRESSED TO THE COMPANY, TO THE ATTENTION OF BOB DESPAIN, SECRETARY, 913
FOSTER ROAD, CASPER, WYOMING 82601.
By Order of the Board of Directors
/s/ Dwight B. Despain
Dwight B. "Bob" Despain
~Secretary~
<PAGE>
