SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
x Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
x Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Collins Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Collins Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
x $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l),
or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rule
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
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:
________________
1Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
Collins Industries, Inc.
421 East 30th Avenue
Hutchinson, Kansas 67502-2489
316-663-5551
January 19, 1996
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of
Stockholders of Collins Industries, Inc. which will be held at 10 a.m.,
Central Standard Time, on Friday, February 23, 1996, at the Hutchinson
Air Base Industrial Tract, Hutchinson, Kansas 67501.
We plan to review the status and future opportunities for
the Company and the industries we serve. The principal business
matters to be considered at the meeting will be the election of
two directors, the approval of an amendment to the Articles of
Incorporation, as more specifically discussed in the attached
Proxy Statement, and the ratification of auditors for the fiscal
year ending October 31, 1996.
Attached you also will find the Notice of the Annual Meeting
of Stockholders and your proxy for the meeting. It is important
that your shares be represented at the meeting, and we hope you
will be able to attend the meeting in person. Whether or not you
plan to attend the meeting, please be sure to complete and sign
the enclosed proxy and return it to us in the envelope provided
as soon as possible so that your shares may be voted in
accordance with your wishes. Your prompt responses will save the
Company the cost of further solicitation of unreturned proxies.
We look forward to seeing you on February 23.
Sincerely yours,
Don L. Collins
Chairman of the Board
<PAGE>
COLLINS INDUSTRIES, INC.
421 East 30th Avenue
Hutchinson, Kansas 67502
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 23, 1996
NOTICE IS HEREBY GIVEN THAT the annual meeting of
Stockholders (the "Annual Meeting") of Collins Industries, Inc. a
Missouri corporation (the "Company"), will be held at the
Hutchinson Air Base Industrial Tract, Hutchinson, Kansas 67501 on
Friday, February 23, 1996, at 10 a.m., Central Standard Time, for
the purpose of considering and voting upon the following matters:
1. The election of two directors to serve their respective
terms and until their successors shall be elected and
shall qualify;
2. The approval of an amendment to the Articles of
Incorporation, as more fully described in the accompanying
Proxy Statement;
3. To ratify the appointment of Arthur Andersen LLP, as
independent public accountants for the Company for the
fiscal year ending October 31, 1996; and
4. The transaction of such other business as may
properly come before the meeting and any adjournments
thereof.
All of the above matters are more fully described in the
accompanying Proxy Statement, into which this notice is
incorporated by reference.
The Board of Directors has fixed the close of business on
January 8, 1996, as the date of record for determining
stockholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournments thereof. The stock transfer
books of the Company will remain open between the record date and
the date of the meeting.
IN ORDER THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL
MEETING, PLEASE FILL OUT, DATE, SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY OR PLAN TO ATTEND THE ANNUAL MEETING IN PERSON OR
BY PROXY. A RETURN-ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE, IS ENCLOSED. IF YOU LATER DESIRE TO REVOKE OR CHANGE
YOUR PROXY FOR ANY REASON, YOU MAY DO SO AT ANY TIME BEFORE THE
VOTING, BY DELIVERING TO THE COMPANY A WRITTEN NOTICE OF
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE OR BY
ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
By order of the Board of Directors
Dated: January 19, 1996
Lewis W. Ediger
Secretary
<PAGE>
COLLINS INDUSTRIES, INC.
421 East 30th Avenue
Hutchinson, Kansas 67502
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on February 23, 1996
GENERAL INFORMATION
INTRODUCTION. This Proxy Statement is furnished in
connection with the solicitation by and on behalf of the Board of
Directors of the Company of proxies for use at the Annual Meeting
of Stockholders to be held on Friday, February 23, 1996 at 10:00
a.m., Central Standard Time, at the Hutchinson Air Base
Industrial Tract, Hutchinson, Kansas 67501, and at any
adjournment thereof, and, together with the enclosed Form of
Proxy and Annual Report to Stockholders for the fiscal year ended
October 31, 1995 (the "Annual Report"), is being mailed to the
Stockholders on or about January 19, 1996. The address of the
principal executive offices of the Company is 421 East 30th
Avenue, Hutchinson, Kansas 67502. Except for items specifically
incorporated by reference herein, the Annual Report does not form
any part of this Proxy Statement.
REVOCABILITY OF PROXIES. Each proxy that is properly
executed and returned in time for use at the Annual Meeting will
be voted at the Annual Meeting, and any adjournments thereof, in
accordance with the choices specified. Any proxy given pursuant
to this solicitation may be revoked by the person giving it at
any time before the voting by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person.
COST OF SOLICITATION. The entire cost of solicitation of
proxies will be borne by the Company. Solicitation will be made
by mail. Additional solicitation may be made by officers and
employees of the Company by means of a follow-up letter, personal
interview, telephone or telegram. Such persons will receive no
additional compensation for such services. Proxy cards and
materials also will be distributed to beneficial owners through
brokers, custodians, nominees and similar parties, and the
Company intends to reimburse such parties for reasonable expenses
incurred by them in connection with such distribution. In order
to ensure that a quorum is obtained and the requisite number of
Stockholders are eligible to vote on the proposals discussed
herein, the Company has retained Corporate Investor
Communications, Inc. (the "Solicitor") for proxy solicitation and
advisory services in connection with the solicitation, for which
the Solicitor is to receive a fee of approximately $4,000
together with reimbursement for its reasonable out-of-pocket
expenses. The Company has agreed to indemnify the Solicitor
against certain losses, claims and expenses incurred by the
Solicitor in conjunction with the solicitation.
QUORUM AND VOTING. The authorized capital stock of the
Company consists of 17,000,000 shares of Common Stock, $.10 par
value per share (the "Common Stock") and 3,000,000 shares of
Capital Stock, other than Common Stock, $ .10 par value per share
(the "Capital Stock"). As of the close of business on January 8,
1996 (the "Record Date"), there were [number] shares of Common
Stock outstanding and no shares of Capital Stock outstanding.
All of the issued and outstanding shares of Common Stock of
record as of the Record Date are entitled to vote at the Annual
Meeting.
Only stockholders of record (not including Treasury Shares)
of the [number] shares of Common Stock, outstanding as of the
Record Date, will be entitled to vote. Each share of Common
Stock is entitled to one vote on all matters, except in the
election of directors where the stockholders have cumulative
voting rights as described under "Election of Directors." The
presence, in person or by proxy, of the holders of record of a
majority of the outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes are tabulated as if no votes
were cast for the matters indicated.
MATTERS TO BE ACTED UPON AT THE MEETING
As indicated in the Notice of Annual Meeting of
Stockholders, two directors will be elected, and the Stockholders
will be asked to approve an amendment to the Articles of
Incorporation and to ratify the appointment of auditors for the
fiscal year ending October 31, 1996.
<PAGE>
Proposal 1: ELECTION OF DIRECTORS
The Board of Directors is presently comprised of six (6)
directors serving staggered terms. One vacancy has existed on
the Board of Directors since the resignation of a Board member in
Fiscal 1993. A proposal is being presented to the Stockholders
(Proposal 2 below) which would amend Article VI of the Articles
of Incorporation which presently require no fewer than seven (7)
nor more than nine (9) directors. Such amendment would allow the
Board of Directors to set the number of directors from time to
time hereafter, in accordance with the Bylaws. The present desire
of the Board of Directors is to fix the number of directors at
six (6).
With a Board comprised of six (6) directors, serving
staggered three year terms, The General and Business Corporation
Law of Missouri would require that two (2) directors be elected
each year. Of the present board, only the term of Don L. Collins
is due to expire in 1996. However, Don S. Peters, who was
elected last year to a three (3) year term, has submitted a
resignation conditional on his being re-elected as a director
along with Don L. Collins to serve a new three (3) year term
beginning 1996.
Each stockholder has cumulative voting rights in electing
directors, which means the number of shares owned may be
multiplied by the number of directors to be elected and the
cumulative total voted for one (1) candidate or otherwise
distributed among any number of candidates. Cumulative voting
rights may be exercised in the same manner as other voting
rights; that is, by proxy or in person. The two (2) candidates
receiving the highest number of votes shall be elected. The two
(2) persons named in the enclosed proxy, or their substitutes,
will vote signed and returned proxies for the nominees listed
below and, unless otherwise indicated on the proxy, cumulative
votes will be divided equally between the nominees. The proxies
cannot be voted for a greater number of persons than the number
of nominees named below. Each of the nominees has been
designated as such by the Board of Directors for the terms
specified by their names, and has agreed to serve if elected.
Each of the nominees is currently serving as a director, and
information about each nominee is set forth under "Management."
The Board of Directors has no reason to believe that either
of the nominees will become unavailable for election. However,
if for any reason, either of the nominees are not available for
election, another person or persons may be nominated by the Board
of Directors and voted for in the discretion of the persons named
in the enclosed proxy. Vacancies on the Board of Directors
occurring after the election will be filled by Board appointment
to serve until the next election of such position by the
Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS ELECTION OF EACH NOMINEE
Don L. Collins 3-year term
Don S. Peters 3-year term
<PAGE>
Proposal 2: AMENDMENT TO THE ARTICLES OF INCORPORATION
The Board of Directors has adopted a resolution proposing an
amendment to the Articles of Incorporation. It is proposed that
Article VI of the Articles of Incorporation be amended in its
entirety to read as follows:
The present Board of Directors of the Company is comprised
of six (6) persons. Hereafter, the number of directors of
the Company shall be fixed by, or in the manner provided in,
and elected in the manner provided in, the Bylaws of the
Company, the applicable provisions of which shall be
consistent with those provisions of The General and Business
Corporation Law of Missouri relating to the election of
directors. The Company shall give written notice to the
Missouri Secretary of State within thirty (30) days of the
date when the number of directors is fixed or changed by
any method.
The Board of Directors has determined that, in order to give
the Board maximum flexibility in establishing the optimum number
of directors to guide and manage the Company, it is in the best
interests of the Company and its Stockholders for (i) the present
Board of Directors to consist of six (6) members and (ii) the
Board of Directors to be able to change this number in the manner
provided in the Bylaws, which currently provide that the entire
Board of Directors of the Company shall not be less than three
(3) nor more than nine (9). Vacancies which occur during the
year may be filled by the Board of Directors to serve until the
next Annual Meeting.
Approval of this proposal will require the affirmative vote
of a majority of the shares of the Company's Common Stock
outstanding as of the Record Date. The Board of Directors
recommends a vote FOR this proposal.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 8,
1995, with respect to (i) each person who is known by the Company
to own beneficially in excess of 5% of the outstanding Common
Stock, (ii) each director of the Company, (iii) each named
executive officer and (iv) all directors and executive officers
of the Company as a group. Each person listed below exercises
sole voting power and sole investment power unless otherwise
indicated by footnote. As of December 8, 1995, there were
7,286,887 shares of Common Stock of the Company issued and
outstanding.
Shares
Beneficially Percentage
Name and Address Owned Owned
Dimensional Fund Advisors, Inc. 517,975(1) 7.11%
1299 Ocean Avenue
Santa Monica, CA 90401
Collins Industries Tax Deferred 429,529(2) 5.89%
Savings Plan and Trust
c/o Bank of Kansas, Trustee
P.O. Box 1707
Hutchinson, KS 67504-1707
Don L. Collins 1,145,171(3) 15.43%
222 West Comstock Ave., Suite 214
Winter Park, FL 32789
Donald Lynn Collins 446,797(4) 5.98%
421 East 30th Avenue
Hutchinson, KS 67502
Lewis W. Ediger 320,809(5) 4.36%
421 East 30th Avenue
Hutchinson, KS 67502
Robert E. Lind 171,855(6) 2.35%
421 East 30th Avenue
Hutchinson, KS 67502
Arch G. Gothard, III 158,500(7) 2.16%
421 East 30th Avenue
Hutchinson, KS 67502
Don S. Peters 84,025(8) 1.14%
421 East 30th Avenue
Hutchinson, KS 67502
Larry W. Sayre 27,500(9) *
421 East 30th Avenue
Hutchinson, KS 67502
Terry L. Clark 18,000(10) *
421 East 30th Avenue
Hutchinson, KS 67502
All executive officers and 2,448,729(11) 30.89%
directors as a group
(10 persons)
* Less than 1%.
<PAGE>
(1) As of February 16, 1995, pursuant to the Schedule 13G filed
with Securities and Exchange Commission. Includes 312,550
shares owned by Dimensional Fund Advisors, Inc. Persons who
are officers of Dimensional Fund Advisors, Inc. also serve
as officers of DFA Investment Dimensions Group, Inc. (the
"Fund") and the DFA Investment Trust Company (the "Trust"),
each an open-end management investment company registered
under the Investment Company Act of 1940. In their capacities
as officers of the Fund and the Trust, these persons vote
186,325 additional shares which are owned by the Fund and
19,100 additional shares which are owned by the Trust.
(2) As of December 8, 1995, confirmed with the trustee of the
Plan, Bank of Kansas.
(3) Does not include 7,559 shares owned by Sharon Collins, the
wife of Mr. Collins, as to which Mr. Collins disclaims
beneficial ownership. Includes (i) 135,000 shares deemed
beneficially owned pursuant to options exercisable within 60
days, (ii) 25,000 shares of restricted stock, which will
vest 1/36 per month over the three (3) years beginning
January 20, 1995 and (iii) 64,922 shares owned by Collins
Capital Corporation, of which Mr. Collins is an officer, for
which Mr. Collins shares voting and investment power.
(4) Includes (i) 180,000 shares deemed beneficially owned
pursuant to options exercisable within 60 days, (ii) 75,000
shares of restricted stock, which will vest 1/36 per month
over the three (3) years beginning January 20, 1995 and
(iii) 64,922 shares owned by Collins Capital Corporation, of
which Mr. Collins is an officer, for which Mr. Collins
shares voting and investment power.
(5) Includes 75,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days. Also includes 14,128
shares for which Mr. Ediger shares voting and investment
power.
(6) Includes 32,500 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(7) Includes 61,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(8) Includes 59,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days. Mr. Peters has shared
investment power with respect to 6,275 shares.
(9) Includes 27,500 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(10) Includes 15,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(11) Includes 640,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days.
<PAGE>
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information with
respect to the directors and executive officers of the Company.
Name Age Position Within The Company
Don L. Collins (1) 64 Chairman, Chief Executive Officer,
Director
Donald Lynn Collins (2) 43 President, Chief Operating Officer,
Director
Lewis W. Ediger (3) 64 Secretary, Vice-President, Director
Robert E. Lind (2) 71 Director
Don S. Peters (2) 66 Director
Arch G. Gothard, III (3) 50 Director
Larry W. Sayre 47 Vice-President Finance and
Chief Financial Officer
Rodney T. Nash 50 Vice-President Engineering
Jack W. Cowden 48 Vice-President Human Resources
Terry L. Clark 44 Vice-President Operations
(1) Term as director expires in 1996.
(2) Term as director expires in 1998.
(3) Term as director expires in 1997.
Don L. Collins, founder of the Company, has served as Chairman
of the Board and Chief Executive Officer since its inception in 1971
and is chairman of the Board's Executive Committee.
Donald Lynn Collins joined the Company in 1980 after being
associated with Arthur Andersen & Co., an international accounting
firm. Mr. Collins has served as President of the Company since 1990,
Chief Operating Officer since 1988 and Assistant Secretary since
1982. He is a member of the Board's Policy Committee, Nominating
Committee, Executive Committee, Compensation Committee, Finance Committee
and Audit Committee. He is the son of Don L. Collins.
Lewis W. Ediger, a director and Vice-President of the Company since
1972, and Secretary since 1991, is a member of the Board's Policy Committee
and Executive Committee and is chairman of the Nominating Committee.
<PAGE>
Robert E. Lind, a director of the Company since 1972, was employed
by the Company as its purchasing manager from 1972 until his retirement
in 1980. He is a member of the Board's Compensation Committee.
Don S. Peters, a director of the Company since 1983, founded and was
chairman of Peters, Gamm, West and Vincent, Inc. an investment advisory
firm in Wichita, Kansas, from 1983 to December 1991. He has been a
financial consultant with Central Plains Advisors, Inc. since December
1991. He is a member of the Board's Audit Committee and is chairman
of the Board's Compensation and Policy Committees.
Arch G. Gothard, III, a director of the Company since 1987, has been
president of First Kansas Group, an investment firm in Junction City,
Kansas, since January 1988. He was chief financial officer, treasurer
and director of Communications Services, Inc. from 1985 to 1989. He is
a member of the Board's Nominating Committee and is chairman of the
Board's Audit Committee and Finance Committee. Mr. Gothard also serves
as a director of Golden Pharmaceuticals, Inc.
Larry W. Sayre joined the Company in August 1993 as Vice-President
Finance and Chief Financial Officer. Mr. Sayre is a certified public
accountant and most recently served in the consulting division of Grant
Thornton, a national accounting firm.
Rodney T. Nash joined the Company in 1979 as Engineering Manager
and was named Vice-President Engineering of the Company in November 1986.
Prior to joining the Company, he held engineering positions with
Hesston Corporation and Butler Manufacturing.
Jack W. Cowden joined the Company in 1989 and was named Vice-
President, Human Resources in February 1990. Mr. Cowden has over 20 years
Human Resources experience. Prior to joining the Company, he was director
of employee relations with a division of Emerson Electric and Cessna
Aircraft, respectively.
Terry L. Clark joined the Company in July 1993 as President of
Mobile-Tech Corporation and was promoted to Vice-President Operations of
the Company in July, 1994. Mr. Clark was President of Quest Communications,
Inc. from February 1990 to March 1992 and was Chief Financial Officer
and Chief Operating Officer of Ascom Autelca, Inc. from November 1988 to
February 1990, two companies serving the telecommunications industry.
All executive officers serve at the discretion of the Board
of Directors.
Settlement of Securities and Exchange Commission Investigation
On November 3, 1994, the Securities and Exchange Commission
(the "Commission") instituted public administrative proceedings
against the Company, Donald Lynn Collins and other
representatives of the Company, pursuant to Section 21C of the
Securities Exchange Act of 1934 (the "Exchange Act") and Section
8A of the Securities Act of 1933 (the "Securities Act")
concerning alleged violations of the anti-fraud, record-keeping
and internal controls provisions of the Exchange Act and the
Securities Act. Simultaneously with the institution of the
proceedings, the Commission accepted an offer of settlement from
each respondent in which, without admitting or denying the
findings of the Commission, each respondent agreed to the
issuance of an order directing the respondent to cease and desist
from committing and/or causing violations of certain provisions
of the Exchange Act and, as to the Company and Donald Lynn
Collins, the Securities Act.
Compliance with Section 16(a) of the Exchange Act
The following directors of the Company failed to file on a
timely basis reports required by Section 16(a) of the Exchange
Act:
Number of Number of
Reports: Transactions:
Don L. Collins 2 3
Donald Lynn Collins 2 3
Lewis W. Ediger 1 2
Robert E. Lind 1 2
Don S. Peters 1 2
Arch G. Gothard, III 1 2
All of the above-described reports have since been filed by the
respective directors.
<PAGE>
COMMITTEES OF THE BOARD
The Board of Directors has established standing Audit,
Compensation and Nominating Committees. The principal
responsibilities of each such committee are described below. The
members of each such committee are identified in the director
biographies set forth under "Management."
The Audit Committee, consisting of two non-employee
directors and one employee director, met twice during Fiscal
1995. Each year it recommends the appointment of a firm of
independent public accountants to examine the accounting records
of the Company and its subsidiaries for the coming year. In
making this recommendation, it reviews the nature of both audit-
related and non-audit-related services rendered or to be rendered
to the Company and its subsidiaries by the independent public
accountants. The Audit Committee meets with representatives of
the Company's independent public accountants and reviews with
them audit scope, procedures and results, including any problems
identified by the independent public accountants regarding
internal accounting controls, and their recommendations. It also
meets with the Company's chief financial officer to review
reports on the functioning of financial controls and internal
auditing and assesses internal controls within the Company and
its subsidiaries based upon the activities of the internal
auditing staff. The Audit Committee evaluates the performance of
that staff. The Audit Committee also is prepared to meet with
the Company's independent public accountants or chief financial
officer at their request to review any special situation arising
in relation to any of the foregoing subjects.
The Compensation Committee, consisting of two non-employee
directors and one employee director, met once during Fiscal 1995.
The Compensation Committee establishes the compensation policies
of the Company and makes salary recommendations to the Board of
Directors for all elected officers. It also recommends bonuses
for officers and other senior executives.
The Nominating Committee, consisting of three directors, met
once during Fiscal 1995. It recommends to the Board of Directors
nominees for director to be proposed for election by the
stockholders and also reviews the qualifications of, and
recommends to the Board of Directors, candidates to fill Board of
Director vacancies as they may occur during the year. The
Nominating Committee considers suggestions from many sources,
including stockholders, regarding possible candidates for
director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of
the Company for consideration by the Nominating Committee by
October 31, 1996 for the next annual stockholders meeting.
Guidelines regarding the qualifications of candidates for
directors, insofar as they apply to non-employees, generally
favor individuals who have managed relatively large, complex
business, educational, or other organizations or who, in a
professional or business capacity, are accustomed to dealing with
complex business or financial problems.
Actions taken by any committee of the Board of Directors are
reported to the Board of Directors, usually at its next meeting.
There were fourteen Board of Directors meetings during
Fiscal 1995. In Fiscal 1995, each director attended more than
75% of (i) the total number of meetings of the Board of Directors
and (ii) the total number of meetings held by all committees of
the Board on which he served.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years
to the Company's Chief Executive Officer and the other named executive
officers.
ANNUAL COMPENSATION
Name and Other
Principal annual
Position Year Salary($) Bonus($) Compensation ($)
(a) (b) (c) (d) (e)
Don L. Collins 1995 319,992 52,083 --
Chief Executive 1994 301,851 -- --
Officer 1993 291,321 -- 110,198(1)
Donald Lynn Collins 1995 237,511 17,361 --
President, Chief 1994 224,556 -- --
Operating Officer 1993 212,907 -- 253,980(2)
Lewis W. Ediger 1995 119,155 -- --
Vice President, 1994 115,395 -- 150,511(3)
Secretary 1993 109,821 -- 106,400(4)
Terry L. Clark 1995 109,594 -- --
Vice President 1994 93,598 -- --
Operations 1993 31,025 -- --
Larry W. Sayre 1995 106,129 -- --
Vice President 1994 102,574 -- 17,417(5)
Finance 1993 25,000 -- --
LONG TERM COMPENSATION
AWARDS PAY
Securities OUTS All
Name and Restricted Underlying Other
Principal Stock Options/ LTIP Comp.
Position Awards ($)(6) SARs(#)(7) Payouts($) ($)
(a) (f) (g) (h) (i)
Don L. Collins $ 50,000 $ 135,000 -- --
Chief Executive -- -- -- --
Officer -- -- -- --
Donald Lynn Collins $ 150,000 180,000 -- --
President, Chief -- -- -- --
Operating Officer -- -- -- --
Lewis W. Ediger -- 75,000 -- --
Vice President, -- -- -- --
Secretary -- -- -- --
Terry L. Clark -- 15,000 -- --
Vice President -- -- -- --
Operations -- -- -- --
Larry W. Sayre -- 27,500 -- --
Vice President -- -- -- --
Finance -- 25,000 -- --
(1) Includes $77,135 for reimbursement of taxes paid on stock award.
(2) Includes $231,668 for reimbursement of taxes paid on stock award.
(3) For reimbursement of taxes paid on stock award.
(4) Includes $91,338 for reimbursement of taxes paid on stock award.
(5) For reimbursement of relocation expenses.
(6) Don L. Collins and Donald Lynn Collins were granted Restricted
Stock Awards as of January 20, 1995 in the amounts of 25,000 and
75,000 shares, respectively. These shares (i) will vest 1/36 per
month over three (3) years and (ii) represent the only shares of
restricted stock outstanding as of October 31, 1995. Dividends
will be paid on these shares to the same extent as dividends are
paid on the Common Stock generally.
(7) Granted pursuant to the Company's 1995 Stock Option Plan and 1995
Stock Option Exchange Plan.
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Number of Percent of
securities total options/
underlying SARs granted Exercise or
Options/SARs to employees base price
Name granted (#) in fiscal year ($/Sh)
(a) (b) (c) (d)
Don L. Collins 100,000 (1) -- $ 1.750
28,000 30.3 % $ 1.750
128,000 (2) -- $ 1.750
7,000 7.6 % $ 2.338
Donald Lynn Collins 150,000 (3) -- $ 1.750
21,000 22.7 % $ 1.750
171,000 (4) -- $ 1.750
9,000 9.7 % $ 2.125
Lewis W. Ediger 60,000 (5) -- $ 1.750
9,000 9.7 % $ 1.750
69,000 (6) -- $ 1.750
6,000 6.5 % $ 2.125
Terry L. Clark 10,000 (7) -- $ 1.750
10,000 (8) -- $ 1.750
5,000 5.4 % $ 2.125
Larry W. Sayre 25,000 (9) -- $ 1.750
25,000 (10) -- $ 1.750
2,500 2.7 % $ 2.125
Potential realizable value
at assumed annual rates of
stock price appreciation
for option term
Expiration
Name Date 5% ($) 10% ($)
(a) (e) (f) (g)
Don L. Collins 12/15/99 -- --
12/15/99 -- --
03/30/05 $ 140,928 $ 356,992
02/24/00 $ 2,618 $ 7,588
Donald Lynn Collins 12/15/99 -- --
12/15/99 -- --
03/30/05 $ 188,271 $ 476,919
02/24/05 $ 12,024 $ 30,483
Lewis W. Ediger 12/15/99 -- --
12/15/99 -- --
03/30/05 $ 75,969 $ 192,441
02/24/05 $ 8,016 $ 20,322
Terry L. Clark 12/15/99 -- --
03/30/05 $ 11,010 $ 27,890
02/24/05 $ 6,680 $ 16,935
Larry W. Sayre 12/15/99 -- --
03/30/05 $ 27,525 $ 69,725
02/24/05 $ 3,340 $ 8,467
Each stock option is exercisable six (6) months after the date of grant.
(1) Cancellation of two options to buy 50,250 and 49,750 shares of Common
Stock in exchange for grant of option to buy 100,000 shares of
Common Stock.
(2) Cancellation of two options to buy 100,000 and 28,000 shares of
Common Stock in exchange for grant of option to buy 128,000 shares
of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock
Option Exchange Plan.
(3) Cancellation of two options to buy 113,250 and 36,750 shares of
Common Stock in exchange for grant of option to buy 150,000 shares
of Common Stock.
(4) Cancellation of two options to buy 150,000 and 21,000 shares of
Common Stock in exchange for grant of option to buy 171,000 shares
of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock
Option Exchange Plan.
(5) Cancellation of two options to buy 44,250 and 15,750 shares of Common
Stock in exchange for grant of option to buy 60,000 shares of
Common Stock.
(6) Cancellation of two options to buy 60,000 and 9,000 shares of Common
Stock in exchange for grant of option to buy 69,000 shares of Common
Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option
Exchange Plan.
(7) Cancellation of two options to buy 5,000 shares of Common Stock in
exchange for grant of option to buy 10,000 shares of Common Stock.
(8) Cancellation of option to buy 10,000 shares of Common Stock in
exchange for grant of option to buy 10,000 shares of Common Stock,
pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange
Plan.
(9) Cancellation of option to buy 25,000 shares of Common Stock in
exchange for grant of option to buy 25,000 shares of Common Stock.
(10) Cancellation of option to buy 25,000 shares of Common Stock in
exchange for grant of option to buy 25,000 shares of Common Stock,
pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange
Plan.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
The following table provides information related to options exercised
by the named executive officer during the 1995 fiscal year and the number
and value of options held at fiscal year end. The Company does not have
any outstanding stock appreciation rights.
Number of Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options
FY-End (#) at FY-End ($)
Shares
Name Acquired Value Exercisable/ Exercisable/
on Realized Unexercisable Unexercisable
Exercise ($)
(#)
(a) (b) (c) (d) (e)
Don L. Collins --- --- 135,000/0 $ 40,000/0
Donald Lynn --- --- 180,000/0 $ 53,438/0
Collins
Lewis W. Ediger --- --- 75,000/0 $ 21,563/0
Terry L. Clark --- --- 15,000/0 $ 3,125/0
Larry W. Sayre --- --- 27,500/0 $ 7,813/0
<PAGE>
TEN-YEAR OPTION/SAR REPRICINGS TABLE
Securities
underlying
number of Market price of
options/SARs stock at time of
repriced or repricing or
Name Date amended (#) amendment ($)
(a) (b) (c) (d)
Don L. Collins 12/15/94 (1) 50,250 $ 1.625
Chief Executive 12/15/94 (1) 49,750 $ 1.625
Officer 03/30/95 (2) 128,000 $ 1.75
Donald Lynn Collins 12/15/94 (3) 113,250 $ 1.625
Chief Operating 12/15/94 (3) 36,750 $ 1.625
Officer 03/30/95 (4) 171,000 $ 1.75
Lewis W. Ediger 12/15/94 (5) 44,250 $ 1.625
Vice President 12/15/94 (5) 15,750 $ 1.625
and Secretary 03/30/95 (6) 69,000 $ 1.75
Terry L. Clark 12/15/94 (7) 5,000 $ 1.625
Vice President 12/15/94 (7) 5,000 $ 1.625
Operations 03/30/95 (8) 10,000 $ 1.75
Larry W. Sayre 12/15/94 (9) 25,000 $ 1.625
Vice President 03/30/95 (10) 25,000 $ 1.75
Finance
TEN-YEAR OPTION/SAR REPRICINGS TABLE
Lenth of
original option
Exercise price term remaining
at time of at date of
repricing or New exercise repricing or
Name amendment ($) price ($) amendment
(a) (e) (f) (g)
Don L. Collins $ 3.750 $ 1.750 12 mo.
Chief Executive $ 5.000 $ 1.750 14 mo.
Officer $ 1.750 $ 1.750 57 mo.
Donald Lynn Collins $ 3.750 $ 1.750 12 mo.
Chief Operating $ 5.000 $ 1.750 14 mo.
Officer $ 1.750 $ 1.750 57 mo.
Lewis W. Ediger $ 3.750 $ 1.750 12 mo.
Vice President $ 5.000 $ 1.750 14 mo.
and Secretary $ 1.750 $ 1.750 57 mo.
Terry L. Clark $ 2.750 $ 1.750 40 mo.
Vice President $ 2.250 $ 1.750 47 mo.
Operations $ 1.750 $ 1.750 57 mo.
Larry W. Sayre $ 2.750 $ 1.750 40 mo.
Vice President $ 1.750 $ 1.750 57 mo.
Finance
(1) Cancellation of two options to buy 50,250 and 49,750 shares of Common
Stock in exchange for grant of option to buy 100,000 shares of Common
Stock.
(2) Cancellation of two options to buy 100,000 and 28,000 shares of
Common Stock in exchange for grant of option to buy 128,000 shares
of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock
Option Exchange Plan.
(3) Cancellation of two options to buy 113,250 and 36,750 shares of
Common Stock in exchange for grant of option to buy 150,000 shares of
Common Stock.
(4) Cancellation of two options to buy 150,000 and 21,000 shares of
Common Stock in exchange for grant of option to buy 171,000 shares
of Common Stock, pursuant to the Collins Industries, Inc. 1995 Stock
Option Exchange Plan.
(5) Cancellation of two options to buy 44,250 and 15,750 shares of Common
Stock in exchange for grant of option to buy 60,000 shares of Common
Stock.
(6) Cancellation of two options to buy 60,000 and 9,000 shares of Common
Stock in exchange for grant of option to buy 69,000 shares of Common
Stock, pursuant to the Collins Industries, Inc. 1995 Stock Option
Exchange Plan.
(7) Cancellation of two options to buy 5,000 shares of Common Stock in
exchange for grant of option to buy 10,000 shares of Common Stock.
(8) Cancellation of option to buy 10,000 shares of Common Stock in
exchange for grant of option to buy 10,000 shares of Common Stock,
pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange
Plan.
(9) Cancellation of option to buy 25,000 shares of Common Stock in
exchange for grant of option to buy 25,000 shares of Common Stock.
(10) Cancellation of option to buy 25,000 shares of Common Stock in
exchange for grant of option to buy 25,000 shares of Common Stock,
pursuant to the Collins Industries, Inc. 1995 Stock Option Exchange
Plan.
<PAGE>
Directors' Compensation
During Fiscal 1995, the Company paid each employee director $700
for each Board of Directors meeting attended, which amounts are included
in the Summary Compensation Table. Outside directors received $1,000
for each Board of Directors meeting attended and $750 for each Board of
Directors committee meeting attended. In addition, Mr. Peters and Mr.
Gothard each received Board of Directors retainer fees of $1,100 per
month, and Mr. Lind received a Board of Directors retainer fee of $275
per month. Committee fees are not paid (i) to inside directors and (ii)
to outside directors when such committee meetings are held on the same
day as a Board of Directors meeting or in conjunction with a General
Managers meeting.
Report of the Compensation Committee on Executive Compensation
The Company applies a consistent philosophy to compensation for
all employees, including senior management. This philosophy is based
on the premise that the achievements of the Company result from the
coordinated efforts of individuals working toward common objectives.
The Company strives to achieve those objectives through teamwork that
is focused on meeting the expectations of customers, stockholders and
employees.
Executive Compensation Philosophy. The Compensation Committee
of the Board of Directors makes compensation recommendations to
the Board of Directors and is composed of three directors, two of
whom are independent. Donald Lynn Collins serves on the
Compensation Committee but abstains from decisions regarding his
own compensation and the compensation of Don L. Collins. The
goals of the Compensation Committee are to align compensation
with business objectives and performance, and to enable the
Company to attract, retain and reward executive officers who
contribute to the long-term success of the Company. The
Compensation Committee considers several factors in establishing
the executive compensation program of the Company, including both
subjective and objective factors. Although profitability of
the Company and market value of its Common Stock are considered
in establishing the executive compensation program, neither of
these factors are determinative. Rather, the Company's executive
compensation program is based on the following principles:
The Company attempts to compensate competitively.
The Company is committed to providing a compensation program
aimed at attracting and retaining highly qualified people,
primarily from within the industry. To ensure that
compensation is competitive, the Company periodically compares
its compensation practices with those of competitors and other
companies and sets its compensation parameters based on this
review.
The Company compensates sustained performance.
Executive officers are rewarded based upon corporate
performance and individual performance. Corporate performance
is not determined strictly on the basis of designated
criteria, but is evaluated on the basis of many factors
including but not limited to earnings, revenues, product
innovation, market share, strategic and business plan goals,
the extent to which strategic and business plan goals are met
and current industry conditions. Individual performance is
evaluated by reviewing the executive officer's individual
performance as well as the performance of that officer's
functional area of responsibility. The Compensation Committee
also considered the key role of certain executives in
effectively directing the Company's operations through the
challenges which faced the Company during Fiscal 1995.
The Company strives for fairness in the administration of
compensation.
The Company attempts to apply its compensation philosophy
uniformly. The Company strives to achieve a balance of the
compensation paid to a particular individual and the
compensation paid to other executives both inside the
Company and at competing companies.
The Company's process of assessing executive performance is
as follows:
1. At the beginning of the annual performance cycle, objectives
and key goals are set for the Company's executives.
2. Each executive is given ongoing feedback on performance.
3. At the end of the annual performance cycle, the Chief
Executive Officer and the Compensation Committee evaluate
each executive's accomplishment of objectives and attainment
of key goals.
4. The accomplishment of objectives and attainment of key goals
affect decisions on salary increases and, if applicable, stock
options.
Executive Compensation Vehicles. The Company utilizes the three
components of its compensation program to attract and retain key
executives, enabling it to improve its products, motivate technological
innovation, foster teamwork and adequately reward executives, all with the
goal of enhancing stockholder value. The annual cash-based compensation
for executives consists of a base salary which reflects the respective
executive's level of responsibility, breadth of knowledge and technical
or professional skills and is subject to increases or decreases at the
discretion of the Compensation Committee. Salaries are reviewed on
an annual basis and may be changed at that time based on (i) information
derived from the evaluation procedures described above, (ii) a
determination that an individual's contributions to the Company have
increased (or decreased), and (iii) changes in market conditions and
competitive compensation levels.
From time to time the Company awards bonuses to executive officers
upon attainment of certain Company financial and operational goals. No
such bonuses were paid in Fiscal 1995. From time to time the Company also
makes available to directors and executive officers incentive bonuses
pursuant to the Company's unwritten Executive Incentive Compensation Plan
(the "Incentive Plan"). Under the Incentive Plan, the Company may award
cash and/or unregistered Common Stock to directors and executive officers
of the Company. The Incentive Plan is administered by the Compensation
Committee of the Board of Directors and is a discretionary plan based
upon performance by the individual and the Company.
For Fiscal 1995, the Chief Executive Officer ("CEO"), Don L. Collins,
and the Chief Operating Officer, Donald Lynn Collins, were awarded two
forms of incentive bonuses pursuant to the Incentive Plan in recognition
of their continuing service to the Company: Don L. Collins - $52,083 cash
and 25,000 unregistered shares; and Donald Lynn Collins - $17,361 cash and
75,000 unregistered shares. The unregistered shares (i) had a market
price of $2.00 on the date of grant, (ii) will be held in escrow for a
three year period and (iii) will vest 1/36 per month over such three-year
period.
Long-term incentives are intended to be provided through the possible
grant of stock options under the 1995 Stock Option Plan. The Compensation
Committee determines which executives will be eligible for grants and the
objective of aligning executives' long range interests with those of the
stockholders may be met by providing the executives with the opportunity
to build a meaningful interest in the Company.
Compensation of the Chief Executive Officer. As with the other
executive officers, the CEO's total compensation is based
upon several factors, including both subjective and
objective factors. For Fiscal 1995, the Compensation
Committee compared the CEO's annual salary with the
annual salaries of chief executive officers of competitors
and other peer groups, pursuant to several published
national studies (the "Studies"). The Compensation
Committee authorized a six percent (6%) cost-of-living increase in the
CEO's annual salary and determined the CEO's annual salary to
be reasonable and appropriate in light of the comparison to
the Studies. It is the policy of the Compensation
Committee to authorize a bonus for the CEO upon the attainment of
certain Company financial and operational goals. No such
bonus was granted in Fiscal 1995. As described above,
the CEO was granted two forms of incentive bonuses
pursuant to the Incentive Plan in Fiscal 1995.
Compensation Committee Report on Repricing of Options. On
December 15, 1994, the Compensation Committee (i) analyzed the
difference betwee the exercise prices of the options held by
the executive officers versus the then-current market price
of the Company's Common Stock and (ii) determined that,
because of such price differential, the options were not providing the
desired incentive for the performance of the executive officers. Pursuant
to this determination, the Board of Directors canceled all of the options
of the executive officers outstanding as of December 15, 1994
and exchanged them for an equivalent number of options with
an exercise price equal to the market price of the Company's
Common Stock as of December 15, 1994 (the "Exchanged
Options").
On February 24, 1995, the Stockholders of the Company ratified
the 1995 Stock Option Exchange Plan (the "Exchange Plan"), a plan
intended to satisfy the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. In order for
the executive officers to have options granted under the
Exchange Plan, on March 30, 1995 the Company canceled all
of the Exchanged Options and regranted an equivalent number
of options pursuant to the Exchange Plan.
Compensation Committee Members: Don S. Peters
Donald Lynn Collins
Robert E. Lind
Compensation Committee Interlocks and Insider Participation
During Fiscal 1995, the members of the Compensation Committee
were primarily responsible for determining executive compensation.
Messrs. Donald Lynn Collins, Robert E. Lind and Don S. Peters comprised
the Compensation Committee. Mr. Collins is currently the President
and Chief Operating Officer of the Company. Mr. Lind was employed
by the Company as its purchasing manager from 1972 until his
retirement in 1980.
STOCK PERFORMANCE
The following chart shows a five-year comparison of
cumulative total stockholder returns for the Company's Common
Stock during the five (5) fiscal years ended October 31, 1995
with the NASDAQ U.S. Index and an index of peer groups
selected by the Company. The companies in the peer group
are Coachman Industries, Thor Industries, Spartan Motors
and Oshkosh Truck. The comparison assumes an investment of
$100 on October 31, 1990 in each index and the
Company's Common Stock and that all dividends were reinvested.
1990 1991 1992 1993 1994 1995
Peer Group $100.00 $242.11 $223.35 $292.28 $332.84 $315.43
NASDAQ INDEX $100.00 $169.20 $190.79 $245.83 $247.20 $332.06
Collins $100.00 $138.75 $188.55 $121.35 $ 82.56 $ 78.56
<PAGE>
PROPOSAL 3: RATIFICATION BY STOCKHOLDERS OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of
Arthur Andersen LLP,independent certified public accountants, to
be the Company's auditors for the fiscal year ending
October 31, 1996. Representatives of Arthur Andersen LLP,
are expected to be present at the Annual Meeting and
shall have the opportunity to make a statement and to respond to
appropriate questions.
A vote of the majority of all shares present in person or
by proxy and voting at the Annual Meeting is necessary
for the ratification of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
October 31, 1996. If the appointment of Arthur Andersen LLP
is not approved at the Annual Meeting, the Board of
Directors will consider the selection of another accounting
firm.
The Board recommends a vote FOR this proposal.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at
the 1997 Annual Meeting of Stockholders must be received by the
Company at the offices shown on the first page of the
Proxy Statement on or before September 21, 1996, in
order to be included in the proxy material proposed to be issued in
connection with such meeting.
OTHER MATTERS
Management is not aware of any matters to come before
the Annual Meeting which will require the vote of
stockholders other than those matters indicated in the
Notice of Meeting and this Proxy Statement. However, if any
other matter requiring stockholder action should properly come
before the Annual Meeting or any adjournment thereof, those
persons named as proxies on the enclosed proxy card will
vote thereon according to their best judgment.
By order of the Board of Directors
Dated: January 19, 1996
Lewis W. Ediger
Secretary
