SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant :
Filed by a party other than the Registrant 9
Check the appropriate box:
9 Preliminary proxy statement
: Definitive proxy statement
9 Definitive additional materials
9 Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Collins Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
: $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
9 $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
9 Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
(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:
(4) Proposed maximum aggregate value of transaction:
9 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: Wire transferred $125 on 2/12/97
for the filing fee to Mellon Bank, Pittsburgh, Pennsylvania,
ABA #043000261, SEC Account #9108739.
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed: February 11, 1997
<PAGE>
Collins Industries, Inc.
421 East 30th Avenue
Hutchinson, Kansas 67502-2489
316-663-5551
January 24, 1997
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of
Stockholders of Collins Industries, Inc. which will be held at
10:00 a.m., local time, on Friday, February 28, 1997, at the
NationsBank Plaza, 600 Peachtree Street, Conference Room A,
Atlanta, Georgia 30308.
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, approval of a proposal to adopt the
Collins Industries, Inc. 1997 Omnibus Incentive Plan, as more
specifically discussed in the attached Proxy Statement, and the
ratification of auditors for the fiscal year ending October 31,
1997.
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
response will save the Company the cost of further solicitation
of unreturned proxies.
We look forward to seeing you on February 28.
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 28, 1997
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
NationsBank Plaza, 600 Peachtree Street, Conference Room A,
Atlanta, Georgia 30308 on Friday, February 28, 1997, at
10:00 a.m., local 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. A proposal to adopt the Collins Industries, Inc.
1997 Omnibus Incentive Plan;
3. Ratification of the appointment of Arthur Andersen LLP,
as independent public accountants for the Company for
the fiscal year ending October 31, 1997; 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 13, 1997, 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 24, 1997
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 28, 1997
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 28, 1997 at 10:00 a.m.,
local time, at the NationsBank Plaza, 600 Peachtree Street,
Conference Room A, Atlanta, Georgia 30308, 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, 1996
(the "Annual Report"), is being mailed to the Stockholders on or
about February 1, 1997. 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 13, 1997
(the "Record Date"), there were 7,362,410 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 7,362,410 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
consider and vote upon a proposal to adopt the Collins Industries,
Inc. 1997 Omnibus Incentive Plan (the "Plan") and to ratify the
appointment of auditors for the fiscal year ending October 31, 1997.
<PAGE>
Proposal 1:
ELECTION OF DIRECTORS
The Board of Directors is presently comprised of six (6)
directors serving staggered three-year terms. The General
and Business Corporation Law of Missouri requires that two (2)
directors be elected each year.
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
Lewis W. Ediger 3-year term
Arch G. Gothard, III 3-year term
<PAGE>
Proposal 2:
APPROVAL OF THE 1997 OMNIBUS INCENTIVE PLAN
General
The Board of Directors has adopted, subject to stockholder
approval, the Plan. The purpose of the Plan is to establish and
continue a close identity between the Company, its
subsidiaries and their employees. The Plan provides additional
flexibility to the Company with respect to the types of
incentives that can be crafted to reward employees for past service,
retain current employees in the service of the Company and induce
other executives or key employees to become associated with the
Company or a subsidiary.
The affirmative vote of the holders of a majority of the issued
and outstanding shares of Common Stock present in person or
represented by proxy at the Annual Meeting and entitled to vote
is required to approve the Plan. The full text of the Plan is
attached to this Proxy Statement. The summary of the provisions of
the Plan set forth below is qualified in its entirety by
reference to the Plan as set forth hereto.
Summary of the Plan
The Plan is designed to enable employee-directors, non-
employee directors, executive officers and employees of the Company
to acquire or increase their equity interests in the Company on
such reasonable terms as the Stock Option Committee (the
"Committee") or the Board determines. The opportunity so
provided is intended to foster in participants a strong
incentive to put forth maximum effort for the continued success
and growth of the Company, to aid in retaining individuals who
put forth such efforts and to assist in attracting the
best available individuals in the future. Toward these
objectives, the Plan provides for the granting of (i) stock
options, restricted stock awards, performance share awards and/or
other incentive awards to employees of the Company and its
subsidiaries on the terms and subject to the conditions set
forth in the Plan, and (ii) stock options and other awards to
non-employee directors of the Company as approved by the Board.
The Plan also provides that members of the Board may elect to
receive their retainer in shares of Common Stock of the Company, all
as described therein.
Administration. The Plan provides for administration by
the Committee, or another committee designated by the Board,
consisting of two or more "non-employee directors" as defined in
Section 16 of the Exchange Act. Members of the Committee may
participate in the Plan, but only to the extent set forth
below in the sections titled "Director Options" and "Director
Awards." Among the powers granted to the Committee are the powers
to interpret the Plan, establish rules and regulations for its
operation, select employees of the Company and its subsidiaries to
receive awards and determine the timing, form, amount and other
terms and conditions pertaining to any award.
Eligibility for Participation. Awards may be granted under the
Plan to any employee of the Company or subsidiaries of the
Company. Officers shall be employees for this purpose, whether or
not they are also directors. Awards may also be granted to
directors who are not employees of the Company or its
subsidiaries, but only to the extent set forth below in the
sections titled "Director Options" and "Director Awards." The
approximate number of persons eligible for participation is 950.
Shares Reserved for Issuance Under the Plan. The Board has
approved reservation of 2,000,000 shares for issuance under
the Plan to facilitate the achievement of the goals of the Plan.
Types of Awards. The Plan provides for the granting of any or
all of the following types of awards: (i) stock options, including
nonqualified stock options and stock options intended to
qualify as "incentive stock options" under Section 422 of
the Code, (ii) performance shares, (iii) restricted Common Stock,
(iv) Common Stock, and (v) any other incentive award of, or
based on, the Company's Common Stock which is established by
the Committee and which is consistent with the Plan's purpose.
The awards may be granted singularly, in combination or in
tandem as determined by the Committee.
Amendment of Plan. The Company, through the Board, may suspend
or terminate the Plan at any time. In addition, the Board may, from
time to time, amend the Plan in any manner, but may not,
without stockholder approval, adopt any amendment which would
increase the aggregate number of shares of Common Stock which may
be issued under the Plan (except for certain antidilution
provisions specified in Article XI of the Plan), or materially
modify the Plan's eligibility requirements.
Other Components of the Plan. The Plan authorizes the Committee
to grant awards during the period beginning on the date the
Plan is approved by the stockholders until ten years after such
date. Any shares of Common Stock related to awards which
terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of shares of Common Stock, are settled in
cash in lieu of Common Stock, or are exchanged at the Committee's
discretion for awards not involving shares of Common Stock, will
be available for use in connection with awards under the Plan.
Stock Options. Under the Plan, the Committee may grant awards
in the form of options to purchase shares of the Company's Common
Stock (an "Option"). The Committee will, with regard to each
Option, determine the number of shares subject to the Option, the
manner and timing of the Option's exercise, and the exercise price
of the Option, provided that such exercise price be at least equal
to fair market value of the underlying Common Stock on the
date of grant. The exercise price of an Option may, at the
discretion of the Committee, be paid by a participant in cash,
shares of the Company's Common Stock, a combination thereof, or
such other consideration as the Committee may deem appropriate;
provided, however, that a participant shall not be entitled to pay
the exercise price of an Option through delivery of shares of Common
Stock acquired through the exercise of an Option granted under the
Plan unless the participant has held such shares for at least
six (6) months from the date he or she acquired such shares. The
Committee may grant non-qualified options or incentive stock
options which satisfy the applicable requirement of Section 422 of
the Code.
Director Options. The Plan permits the grant of Options to
purchase shares of Common Stock to each person who is a non-
employee director, provided each such grant is approved by the
Board with the recipient of such award abstaining from the vote.
The exercise price per share shall be equal to the Fair Market
Value, which is the closing sales price of one share of Common
Stock on the Nasdaq National Market System on the date the
Director Option is granted. The period within which each such
Option may be exercised shall expire ten years from the date the
Option is granted, unless it expires sooner due to the death of
the optionee, or is fully exercised prior to the end of such
period. Payment of the option price may be paid in full in
cash, shares of the Company's Common Stock, a combination thereof,
or such other consideration as the Board may deem appropriate;
provided, however, that a non-employee director shall not be
entitled to pay the exercise price of an Option through delivery of
shares of Common Stock acquired through the exercise of an Option
granted under the Plan unless the non-employee director has held
such shares for at least six (6) months from the date he or she
acquired such shares. Director Options shall be forfeited if
the directorship of as optionee is terminated on account of any
act of fraud, intentional misrepresentation, embezzlement,
misappropriation or conversion of assets or opportunities of the
Company or any of its subsidiaries.
Performance Shares. The Plan also allows for the granting
of performance share awards. Such awards will be contingent upon
the attainment over a period to be determined by the Committee of
certain performance objectives. The performance objectives to be
achieved during a performance period and the measure of whether
and to what degree such objectives have been attained will also
be determined by the Committee.
Restricted Stock Awards. The Plan authorizes the Committee to
grant awards in the form of restricted shares of the Company's
Common Stock ("Restricted Stock Awards"). Such awards will be
subject to such terms, conditions, restrictions and/or
limitations, if any, as the Committee deems appropriate
including, but not limited to, restrictions on transferability and
continued employment.
Other Incentive Awards. Under the Plan, the Committee also
has the discretion to grant other types of awards, including
stock appreciation rights and other awards, under which the
Company's Common Stock is or may in the future be acquired by a
participant. Such awards may include grants of debt securities
convertible into or exchangeable for shares of the Company's
Common Stock upon the attainment of performance goals or such
other conditions as the Committee shall determine.
Director Stock Awards. An award of shares of the Company's
Common Stock may be granted to a non-employee director at the
discretion and with the approval of the Board, with the recipient
of such shares abstaining from such vote. In addition, the
Board may, at its discretion, grant such other awards based on
the Common Stock of the Company as it deems appropriate. Members
of the Board may elect to take their retainer in shares of the
Company's Common Stock, provided such election is made at least
six months after an "opposite way" transaction in the Company's
shares, as described in the Plan.
Other Terms of Awards. Options will be exercisable for,
and Restricted Stock Awards will be made in, Common Stock of the
Company. Performance Share Awards may be paid in cash, Common
Stock or a combination of cash and Common Stock, as the
Committee shall determine. If an award is granted in the
form of an Option, Restricted Stock Award, or Other Incentive
Award, the Committee may include as part of such award an
entitlement to receive dividends or dividend equivalents.
The Plan provides for the forfeiture of awards under
certain circumstances as determined by the Committee. The Plan
authorizes the Committee to promulgate administrative guidelines
for the purpose of determining what treatment will be afforded to a
participant under the Plan in the event of death, disability,
retirement or termination for an approved reason.
Upon granting of any award, the Committee, or the Board, may,
by way of an award notice or otherwise, establish such other
terms, conditions, restrictions and/or limitations governing the
granting of such award as are not inconsistent with the Plan. In
addition, the Committee, or the Board, may modify the terms and
conditions of awards under certain circumstances.
Change of Control Event. Upon the occurrence of a Change of
Control Event (as defined in the Plan), awards may be treated as
follows: (i) all of the participant's outstanding awards could
become immediately vested, fully earned, exercisable, and/or in the
case of Options, converted into stock appreciation rights, as
appropriate, and (ii) the Company could make full payment to each
such participant with respect to any Performance Share Award, stock
appreciation right or other incentive award, deliver certificates
to such participant with respect to each Restricted Stock Award
and permit the exercise of Options, respectively, granted to such
participant.
Federal Tax Treatment. Under current federal tax law, the
following are the federal tax consequences generally arising with
respect to awards under the Plan.
A participant who is granted an incentive stock option would
not be required to recognize taxable income at the time of the grant
or at the time of exercise. Similarly, the Company would not be
entitled to a deduction at the time of grant or at the time of
exercise. If the participant makes no disposition of the shares
acquired pursuant to an incentive stock option before the later of
two years from the date of grant of such option and one year of
the transfer of such shares to him, any gain or loss realized
on a subsequent disposition of the shares would be recognized by
the participant as a long-term capital gain or loss. Under such
circumstances, the Company would not be entitled to a deduction
for federal income tax purposes. Conversely, if the participant
disposes of shares of Common Stock acquired pursuant to an
incentive stock option before the later of two years after the date
of grant of such option and one year after the transfer of such
shares to him, ordinary income would be recognized equal to the
lesser of (1) the amount by which the proceeds exceed the exercise
price, or (2) the amount by which the fair market value at the time
of exercise exceeds the exercise price. Any portion of the gain
upon disposition that would not be treated as ordinary income
would be treated as capital gain. The Company would be entitled to
a deduction equal to the amount of ordinary income recognized by
the participant. The favorable tax treatment of incentive stock
options would be available only if the participant exercises the
option either while he is an employee of the Company or within
three months after the participant's employment with the Company
is terminated.
A participant who is granted a non-qualified stock option
would not be required to recognize taxable income at the time of
grant, but would recognize ordinary income at the time of exercise
equal to the difference between the exercise price of the shares
acquired pursuant to such option and the fair market value of the
shares on the date of exercise. The Company would be entitled to a
corresponding deduction for federal income tax purposes in the same
amount.
A participant who has been granted a Performance Share Award
would not be required to recognize taxable income at the time of the
grant, and the Company would not be entitled to a deduction at such
time. A participant would recognize ordinary income at the time
the award is paid and the Company would have a corresponding
deduction.
A participant who has been granted a Restricted Stock
Award generally would not be required to recognize taxable income
at the time of the grant, and the Company would not be entitled
to a deduction at the time of the grant, assuming that the
restrictions constitute a substantial risk of forfeiture for
federal income tax purposes. When such restrictions lapse,
the participant would recognize ordinary income in an amount
equal to the excess of the fair market value of the shares at such
time over the amount, if any, paid for such shares. The Company
would be entitled to a corresponding deduction. However, within
30 days from the date of the transfer of shares of restricted
stock, a participant may file an election to recognize ordinary
income at the time of the transfer, without regard to the
restrictions. If this election is made, the participant would be
required to recognize ordinary income in an amount equal to the
excess of the fair market value of the shares at the time of
the transfer over the amount, if any, paid for such shares.
The award of an outright grant of non-restricted Common Stock to
a participant would produce immediate tax consequences for both
the participant and the Company. The participant would recognize
taxable compensation in an amount equal to the fair market value of
the Common Stock distributed to him. The Company would receive a
corresponding deduction for the same amount.
If there is an acceleration of the vesting or payment of
benefits under the Plan as a result of a change in control (as
defined in the Code), certain participants may be treated
as having received "parachute payments" under Section 280G of the
Code. In general, if the amount of the "parachute payment" to a
participant exceeds three times the participant's average annual
compensation over the five-year period preceding the year of
the change in control (the "base amount"), then the excess of
the amount of the "parachute payment" over the "base amount"
is characterized as an "excess parachute payment," and the
participant would be required to pay an excise tax equal to 20% of
the "excess parachute payment." The Company would not be entitled
to an income tax deduction with respect to the "excess parachute
payments" made to the participant.
<PAGE>
NEW PLAN BENEFITS
1997 Omnibus Incentive Plan(1)
Dollar Number
Name and Position Value of Units
Don L. Collins, Chief Executive $99,563 27,000
Officer (2)
Donald Lynn Collins, President (2) $139,500 36,000
Lewis W. Ediger, Vice President $58,125 15,000
and Secretary (2)
Terry L. Clark, Executive Vice $11,625 3,000
President Operations (2)
Larry W. Sayre, Vice President $21,313 5,500
Finance (2)
All current executive officers as a $368,876 96,500
group (2)
All current directors who are not $47,657 12,500
executive officers as a group (2)
All employees and directors (2) $512,847 147,000
(1) The Plan provides for the discretionary grant of awards.
Such awards are not presently determinable due to the discretionary
nature of the Plan. The information provided states the benefits
and amount which would have been allocated for the last fiscal year
if the Plan had been in effect.
(2) The figures provided assume that the same number of
options were granted under the Plan as were granted under the
Company's 1995 Stock Option Plan for fiscal 1996 and the dollar
value is calculated using the market price of the Company's Common
Stock at fiscal year end of $5.75.
<PAGE>
Other Information
The closing sale price of the Company's Common Stock reported
by the Nasdaq National Market System on November 27, 1996 was
$5.625 per share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of November 27,
1996, 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
November 27, 1996, there were 7,349,110 shares of Common Stock of
the Company issued and outstanding.
Shares
Beneficially Percentage
Name and Address Owned Owned
Dimensional Fund Advisors, Inc. 379,575(1) 5.16%
1299 Ocean Avenue
Santa Monica, CA 90401
Collins Industries Tax Deferred 463,646(2) 6.31%
Savings Plan and Trust
c/o Bank of Kansas, Trustee
P.O. Box 1707
Hutchinson, KS 67504-1707
Don L. Collins 1,128,671(3) 14.99%
222 West Comstock Ave., Suite 214
Winter Park, FL 32789
Donald Lynn Collins 516,297(4) 6.78%
421 East 30th Avenue
Hutchinson, KS 67502
Lewis W. Ediger 329,809(5) 4.43%
421 East 30th Avenue
Hutchinson, KS 67502
Robert E. Lind 174,355(6) 2.36%
421 East 30th Avenue
Hutchinson, KS 67502
Arch G. Gothard, III 162,775(7) 2.20%
421 East 30th Avenue
Hutchinson, KS 67502
Don S. Peters 105,000(8) 1.42%
421 East 30th Avenue
Hutchinson, KS 67502
Larry W. Sayre 37,000(9) *
421 East 30th Avenue
Hutchinson, KS 67502
Terry L. Clark 43,500(10) *
421 East 30th Avenue
Hutchinson, KS 67502
All executive officers and 2,629,479(11) 32.07%
directors as a group
(10 persons)
* Less than 1%.
<PAGE>
(1) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
379,575 shares of the Company's common stock as of June 30,
1996, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end
investment Company (the "Fund"), or in series of The DFA
Investment Trust Company, a Delaware business trust (the
"Trust"), or the DFA Group Trust and the DFA Participating
Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all
such shares. Of the 379,575 shares to which Dimensional is
deemed to have beneficial ownership, Dimensional is deemed to
have (i) sole voting power with respect to 274,150 shares,
(ii) shared voting power with respect to 0 shares, (iii) sole
dispositive power with respect to 379,575 shares, and (iv)
shared dispositive power with respect to 0 shares. Persons
who are officers of Dimensional also serve as officers of
the Fund and the Trust. In their capacity as officers of
the Fund and the Trust, these persons vote 86,325 additional
shares which are owned by the Fund and 19,100 shares which
are owned by the Trust (both of which are included in the
sole dispositive power above).
(2) As of November 27, 1996, confirmed with the trustee of the
Plan.
(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) 182,000 shares deemed
beneficially owned pursuant to options exercisable within
60 days and (ii) 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) 266,000 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.
(5) Includes 94,000 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 35,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days.
(7) Includes 66,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days. Mr. Gothard has shared
investment power with respect to 10,250 shares.
(8) Includes 64,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days. Mr. Peters has shared
investment power with respect to 22,250 shares.
(9) Includes 36,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days.
(10) Includes 38,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days.
(11) Includes 851,000 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) 65 Chairman, Chief Executive Officer,
Director
Donald Lynn Collins (2) 44 President, Chief Operating Officer,
Director
Lewis W. Ediger (3) 65 Secretary, Vice-President, Director
Robert E. Lind (2) 72 Director
Don S. Peters (1) 67 Director
Arch G. Gothard, III (3) 51 Director
Terry L. Clark 45 Executive Vice-President Operations
Larry W. Sayre 48 Vice-President Finance and Chief
Financial Officer
Rodney T. Nash 51 Vice-President Engineering
Jack W. Cowden 49 Vice-President Human Resources
(1) Term as director expires in 1999.
(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.
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.
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, and to Executive Vice-President
Operations of the Company in November 1996. 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.
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.
All executive officers serve at the discretion of the Board
of Directors.
<PAGE>
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 Securities Exchange Act
of 1934
Section 16(a) of the Exchange Act requires executive
officers and directors of the Company, and persons who beneficially own
more than ten percent (10%) of the Common Stock (collectively referred
to herein as "Reporting Persons"), to file initial reports of ownership
and reports of changes in ownership with the Commission. Reporting
Persons are required by Commission regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely upon a review of copies of Forms 3, 4 and 5 and
amendments thereto furnished to the Company during its most recent
fiscal year, the Company believes that all of these forms required to be
filed by Reporting Persons were timely filed pursuant to Section 16(a)
of the Exchange Act.
<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 once during Fiscal 1996. 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 1996. 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 1996. 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, 1997 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 eleven Board of Directors meetings during Fiscal
1996. In Fiscal 1996, 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 1996 328,579 215,792 93,750(1)
Chief Executive 1995 319,992 52,083 0
Officer 1994 301,851 0 0
Donald Lynn Collins 1996 243,867 320,139 230,114(2)
President, Chief 1995 237,511 17,361 0
Operating Officer 1994 224,556 0 0
Lewis W. Ediger 1996 122,190 10,000 0
Vice President 1995 119,155 0 0
Secretary 1994 115,395 0 150,511(4)
Terry L. Clark 1996 124,255 10,000 0
Executive Vice 1995 109,594 0 0
President Operations 1994 93,598 0 0
Larry W. Sayre 1996 108,842 8,000 0
Vice President 1995 106,129 0 0
Finance 1994 102,574 0 17,417(5)
EXECUTIVE COMPENSATION - (CON'T.)
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
Awards
Securities
Name and Restricted Underlying
Principal Stock Options/
Position Year Awards($) SARs(#)(6)
(a) (b) (f) (g)
Don L. Collins 1996 $ 0 162,000
Chief Executive 1995 0 0
Officer 1994 0 0
Donald Lynn Collins 1996 $ 0 216,000
President, Chief 1995 50,000(3) 0
Operating Officer 1994 0 0
Lewis W. Ediger 1996 $ 0 90,000
Vice President, 1995 0 0
Secretary 1994 0 0
Terry L. Clark 1996 $ 0 18,000
Executive Vice 1995 0 0
President Operations 1994 0 0
Larry W. Sayre 1996 $ 0 33,000
Vice President 1995 0 0
Finance 1994 0 0
EXECUTIVE COMPENSATION - (CON'T.)
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
Payouts
Name and
Principal LTIP All Other
Position Year Payouts($) Compensation($)
(a) (b) (h) (i)
Don L. Collins 1996 0 0
Chief Executive 1995 0 0
Officer 1994 0 0
Donald Lynn Collins 1996 0 0
President, Chief 1995 0 0
Operating Officer 1994 0 0
Lewis W. Ediger 1996 0 0
Vice President, 1995 0 0
Secretary 1994 0 0
Terry L. Clark 1996 0 0
Executive Vice 1995 0 0
President Operations 1994 0 0
Larry W. Sayre 1996 0 0
Vice President 1995 0 0
Finance 1994 0 0
(1) Reimbursement of taxes paid on bonus.
(2) Reimbursement of taxes paid on bonus.
(3) 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. In fiscal 1996, the Company rescinded (i) all
of Don L. Collins' restricted stock award and granted him a cash
bonus of $140,625 plus a payment of $93,750 for reimbursement of
taxes and (ii) 50,000 shares of Donald Lynn Collins' restricted
stock award and granted him a cash bonus of $281,250 plus a payment
of $230,114 for reimbursement of taxes. The cash bonuses and tax
reimbursements are included in the Summary Compensation Table. The
remaining 25,000 shares of Donald Lynn Collins' restricted stock
award (i) will vest 1/36 per month over the three-year period
beginning January 20, 1995 and (ii) represent the only shares of
restricted stock outstanding to named executive officers as of
October 31, 1996. Dividends will be paid on the restricted
shares to the same extent as dividends are paid on the Common
Stock generally.
(4) Includes $91,338 for reimbursement of taxes paid on stock award.
(5) For reimbursement of relocation expenses.
(6) Granted pursuant to the Company's 1995 Stock Option Plan and 1995
Stock Option Exchange Plan.
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Percent of
securities total options/
underlying SARs granted Exercise or
Options/SARs to employees base price
Name granted (#) in fiscal year ($/Sh)
(a) (b) (c) (d)
Don L. Collins 27,000 18.4% $2.0625
Donald Lynn Collins 36,000 24.5% $1.875
Lewis W. Ediger 15,000 10.2% $1.875
Terry L. Clark 3,000 2.0% $1.875
Larry W. Sayre 5,500 3.7% $1.875
OPTION/SAR GRANTS IN LAST FISCAL YEAR - (CON'T.)
Potential realizable value at
assumed annual rates of
stock price appreciation
for option term
Expiration
Name Date 5%($) 10%($)
(a) (e) (f) (g)
Don L. Collins 1/27/01 $ 8,924 $ 25,845
Donald Lynn Collins 1/27/06 $42,450 $107,578
Lewis W. Ediger 1/27/06 $17,688 $ 44,824
Terry L. Clark 1/27/06 $ 3,538 $ 8,965
Larry W. Sayre 1/27/06 $ 6,485 $ 16,435
Each stock option is exercisable six (6) months after the date of grant.
<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 1996 fiscal year
and the number and value of options held at fiscal year end. The
Company does not have any outstanding stock appreciation rights.
Shares
Acquired on Value
Name Exercise (#) Realized ($)
(a) (b) (c)
Don L. Collins 0 0
Donald Lynn Collins 0 0
Lewis W. Ediger 0 0
Terry L. Clark 0 0
Larry W. Sayre 0 0
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES - (CON'T.)
Number of Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
FY-End(#) at FY-End($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
(a) (d) (e)
Don L. Collins 162,000/0 $635,450/0
Donald Lynn Collins 216,000/0 $856,125/0
Lewis W. Ediger 90,000/0 $355,875/0
Terry L. Clark 18,000/0 $ 69,750/0
Larry W. Sayre 33,000/0 $130,375/0
<PAGE>
Directors' Compensation
During Fiscal 1996, the Company paid each employee director
$750 for each Board of Directors meeting attended, which amounts are
included in the Summary Compensation Table. Outside directors received
$1,100 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
$1,200 per month, and Mr. Lind received a Board of Directors retainer
fee of $300 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 longterm 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 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. These bonuses are set forth in the Compensation Table. 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
Compensation Plan"). Under the Incentive Compensation Plan, the
Company may award cash and/or unregistered Common Stock to directors
and executive officers of the Company. The Incentive Compensation
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 1996, the Chief Executive Officer ("CEO"),
Don L. Collins, and the Chief Operating Officer, Donald Lynn
Collins, were awarded the following extraordinary cash bonuses
pursuant to the Incentive Compensation Plan in recognition of
their continuing service to the Company: Don L. Collins -
$140,625, and Donald Lynn Collins - $281,250, plus additional
amounts of $93,750 and $230,114, respectively, for the payment
of taxes on such extraordinary bonuses.
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 1996, 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 three percent (3%) 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. These bonuses are described above and set forth on the
Compensation Table.
Compensation Committee Members: Don S. Peters
Donald Lynn Collins
Robert E. Lind
Compensation Committee Interlocks and Insider Participation
During Fiscal 1996, 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.
<PAGE>
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, 1996 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, 1991 in each index and the Company's Common
Stock and that all dividends were reinvested.
[Graph to be added, see enclosed.]
<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, 1997.
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, 1997. 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
1998 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 26, 1997, 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 24, 1997
Lewis W. Ediger
Secretary
<PAGE>
APPENDIX A
COLLINS INDUSTRIES, INC. 1997 OMNIBUS INCENTIVE PLAN
<PAGE>
COLLINS INDUSTRIES, INC.
1997 OMNIBUS INCENTIVE PLAN
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I PURPOSE 1
1.1 Purpose 1
1.2 Establishment 1
ARTICLE II DEFINITIONS 1
2.1 "Award" 1
2.2 "Award Notice" 1
2.3 "Board" 2
2.4 "Change of Control Event" 2
2.5 "Code" 2
2.6 "Committee" 2
2.7 "Common Stock" 3
2.8 "Corporation" 3
2.9 "Date of Grant" 3
2.10 "Director Options" 3
2.11 "Director Awards" 3
2.12 "Eligible Employee" 3
2.13 "Employee Director" 3
2.14 "Exchange Act" 3
2.15 "Fair Market Value" 3
2.16 "Incentive Stock Option" 3
2.17 "Non-Employee Directors" 3
2.18 "Option" 4
2.19 "Other Incentive Award" 4
2.20 "Participant" 4
2.21 "Performance Share Award" 4
2.22 "Plan" 4
2.23 "Restricted Stock Award" 4
2.24 "Subsidiary" 4
ARTICLE III ADMINISTRATION 4
3.1 Administration by Committee 4
3.2 Committee to Make Rules and Interpret Plan 5
3.3 Committee Members Ineligible 5
ARTICLE IV GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN 6
ARTICLE V ELIGIBILITY 6
ARTICLE VI STOCK OPTIONS 7
6.1 Grant of Options 7
6.2 Conditions of Options 7
6.3 Options to Non-Employee Directors 8
ARTICLE VII PERFORMANCE SHARE AWARDS 10
7.1 Grant of Performance Shares 10
7.2 Conditions of Performance Share Awards 10
ARTICLE VIII RESTRICTED STOCK AWARDS 11
8.1 Grant of Restricted Stock Awards 11
8.2 Conditions of Restricted Stock Awards 11
ARTICLE IX OTHER INCENTIVE AWARDS 12
9.1 Grant of Other Incentive Awards 12
9.2 Conditions of Other Incentive Awards 12
ARTICLE X NON-EMPLOYEE DIRECTOR AWARDS 13
10.1 Awards to Non-Employee Directors 13
10.2 Common Stock in Lieu of Retainer 13
ARTICLE XI STOCK ADJUSTMENTS 13
ARTICLE XII GENERAL 14
12.1 Amendment or Termination of Plan 14
12.2 Dividends and Dividend Equivalents 14
12.3 Termination of Employment 15
12.4 Withholding Taxes 15
12.5 Forfeiture 15
12.6 Change of Control 15
12.7 Amendments to Awards 16
12.8 Regulatory Approval and Listings 16
12.9 Right to Continued Employment 16
12.10 Beneficiaries 16
12.11 Indemnification 17
12.12 Reliance on Reports 17
12.13 Relationship to Other Benefits 17
12.14 Compliance with the Exchange Act 17
12.15 Expenses 18
12.16 Construction 18
12.17 Governing Law 18
<PAGE>
COLLINS INDUSTRIES, INC.
1997 OMNIBUS INCENTIVE PLAN
ARTICLE I
PURPOSE
1.1 Purpose. The Plan is designed to enable Employee-Directors,
Non-Employee Directors, executive officers and employees of the
Corporation to acquire or increase their equity interests in the
Corporation on such reasonable terms as the Board or the Committee
shall determine. The opportunity so provided is intended to foster
in participants a strong incentive to put forth maximum effort for
the continued success and growth of the Corporation, to aid in
retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals in the future. So that
the appropriate incentive can be provided, the Plan provides for
granting (i) Stock Options, Restricted Stock Awards, Performance
Shares, and/or Other Incentive Awards to employees of the
Corporation and its Subsidiaries on the terms and subject to the
conditions set forth in the Plan, and (ii) Director Options and
Director Awards to NonEmployee Directors of the Company as
approved by the Board.
1.2 Establishment. The Plan is effective as of the date it
is approved by the shareholders of the Corporation (the "Effective
Date"), and subject to the provisions of Section 12.1, Awards may
be granted hereunder for a period of ten years after such date.
The Plan shall continue in effect until all matters relating
to the payment of awards and administration of the Plan have been
settled.
<PAGE>
ARTICLE II
DEFINITIONS
2.1 "Award" means, individually, collectively or in tandem,
any Option, Restricted Stock Award, Performance Share Award, or Other
Incentive Award granted under the Plan by the Committee pursuant
to such terms, conditions, restrictions, and/or limitations, if
any, as the Committee (or the Board, with respect to Director
Options and Director Awards) may establish by an Award Notice or
otherwise.
2.2 "Award Notice" means any written instrument that
establishes the terms, conditions, restrictions, and/or limitations
applicable to an Award in addition to those established by this Plan
and by the Committee's exercise of its administrative powers.
2.3 "Board" means the Board of Directors of the Corporation.
2.4 "Change of Control Event" means each of the following:
(a) any person or entity is or becomes the beneficial owner
(as defined in the Exchange Act), directly or indirectly, of
securities of the Corporation (excluding securities acquired
directly from the Corporation or its affiliates) representing 25%
or more of the combined voting power of the Corporation's then
outstanding securities (other than (i) Don L. Collins and (ii) any
beneficial owner of such percentage or more of such voting power
existing as of the Effective Date); or
(b) during any period of two consecutive years (not
including any period prior to the Effective Date of the Plan),
individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by
a person or entity who has entered into an agreement with the
Corporation to effect a transaction described in clause (a),
(c) or (d) of this paragraph) whose election by the Board or
nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously
approved, cease for any reason to constitute a majority thereof;
or
(c) the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other
than (i) a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in
combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation,
at least 75% of the combined voting power of the voting securities of
the Corporation or such surviving entity outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no person or entity
acquires more than 50% of the combined voting power of the
Corporation's then outstanding securities; or
(d) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all the
Corporation's assets.
2.5 "Code" means the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such
section and any regulations under such section.
2.6 "Committee" means the Stock Option Committee of the
Board, or such other committee designated by the Board, authorized
to administer the Plan under Article III hereof. The Committee
shall consist of not less than two members, each of whom is a
Non-Employee Director within the meaning of Rule 16b-3 promulgated
under Section 16 of the Exchange Act.
2.7 "Common Stock" means the common stock, par value $0.10
per share, of the Corporation, and after substitution, such other
stock as shall be substituted therefor as provided in Article XI.
2.8 "Corporation" means Collins Industries, Inc.
2.9 "Date of Grant" means the date on which the granting of an
Award is authorized or such later date as may be specified in such
authorization.
2.10 "Director Options" means non-qualified Options awarded
under Section 6.3 of the Plan.
2.11 "Director Awards" means an Award granted or Common
Stock issued under Article X of the Plan.
2.12 "Eligible Employee" means any employee of the
Corporation or a Subsidiary who satisfies all of the requirements
of Article V.
2.13 "Employee Director" shall mean a director of the
Corporation who is not a Non-Employee Director.
2.14 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
2.15 "Fair Market Value" means the closing sales price of
the Common Stock on the NASDAQ National Market System (or such
other system or exchange that the Common Stock is then traded) on
the day for which such value is to be determined, or if no sale of
the Common Stock shall have been made on such system or exchange
that day, on the next preceding day on which there was a sale of
such Common Stock.
2.16 "Incentive Stock Option" means an Option meeting the
requirements of Section 422 of the Code.
2.17 "Non-Employee Directors" means a director who, at the
time of determination of such status, (i) is not an officer or
otherwise employed by the Corporation or a Subsidiary; (ii) does not
receive compensation directly or indirectly from the Corporation or
a Subsidiary for services rendered as a consultant or in any capacity
other than as a director, except for an amount for which disclosure
would not be required pursuant to Item 404(a) of Regulation S-K;
(iii) does not possess an interest in any other transactions for
which disclosure would be required pursuant to Item 404(a) of
Regulation S-K; and (iv) is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of
Regulation S-K.
2.18 "Option" means an Award granted under Article VI of the
Plan and includes both non-qualified Options and Incentive Stock
Options.
2.19 "Other Incentive Award" means an Award granted under
Article IX of the Plan.
2.20 "Participant" means an Eligible Employee of the
Corporation or a Subsidiary to whom an Award has been granted by
the Committee under this Plan.
2.21 "Performance Share Award" means an Award granted under
Article VII of the Plan.
2.22 "Plan" means the Collins Industries, Inc. 1997 Omnibus
Incentive Plan.
2.23 "Restricted Stock Award" means an Award granted under
Article VIII of the Plan.
2.24 "Subsidiary" means any corporation of which a majority
of the outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Corporation.
<PAGE>
ARTICLE III
ADMINISTRATION
3.1 Administration by Committee. The Committee shall
administer the Plan, provided that any Director Options or
Director Awards shall be approved by the Board (with the director
being granted such Director Option or Director Awards abstaining
from any approval thereof). Unless otherwise provided in the
bylaws of the Corporation or the resolutions adopted from time to
time by the Board establishing the Committee, the Board may from
time to time remove members from, or add members to, the Committee;
vacancies on the Committee, howsoever caused, shall be filled by
the Board. The Committee shall designate one of its members as
Chairman. It shall hold its meetings at such times and places as
it may determine. A majority of its members shall constitute a
quorum, and all determinations of the Committee shall be made by a
majority of its members at the time in office. Any determination
reduced to writing and signed by all members shall be fully as
effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee may appoint a Secretary, who
need not be a member of the Committee, and may establish and amend
such rules and regulations for the conduct of its business as it
shall deem advisable.
Subject to the provisions of the Plan, the Committee shall
have the power to:
(a) Select the Eligible Employees to participate in the Plan.
(b) Determine the time or times when Awards will be made.
(c) Determine the form of an Award, whether a Stock Option, a
Restricted Stock Award, a Performance Share Award, or Other Incentive
Award, the number of shares of Common Stock subject to the Award or
with reference to which the Award is determined, all the terms,
conditions (including performance requirements), restrictions and/or
limitations, if any, of an Award, including the time and conditions
of exercise or vesting, and the terms of any Award Notice, which may
include the waiver or amendment of prior terms and conditions or
acceleration or early vesting or payment of an Award under certain
circumstances determined by the Committee.
(d) Determine whether Awards will be granted singularly, in
combination or in tandem.
(e) Grant waivers of Plan terms, conditions, restrictions and
limitations.
(f) Accelerate the vesting, exercise, or payment of an Award
or the performance period of an Award when such action or actions
would be in the best interest of the Corporation.
(g) Take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan.
The Committee shall also have the authority to grant Awards
in replacement of Awards previously granted under this Plan or any
other executive compensation plan of the Corporation or a Subsidiary.
3.2 Committee to Make Rules and Interpret Plan. The
Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and
to make all such determinations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. The
Committee's interpretation of the Plan or any Awards granted
pursuant thereto and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding, and
conclusive on all parties unless otherwise determined by the Board.
3.3 Committee Members Ineligible. No Committee member shall
be eligible to participate in the Plan except to the extent set
forth in Sections 6.3 and Article X.
<PAGE>
ARTICLE IV
GRANT OF AWARDS; SHARES
SUBJECT TO THE PLAN
Awards to one or more Eligible Employees and Non-Employee
Directors may be made; provided, however, that:
(a) Subject to Article XI, an aggregate of two million
(2,000,000) shares of Common Stock are hereby reserved for use
in connection with Awards under the Plan, which amount shall
be the maximum number of shares with respect to which Options
may be granted to any one employee during the term of the Plan.
(b) Any Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of shares of
Common Stock, are settled in cash in lieu of Common Stock, or
are exchanged in the Committee's discretion for Awards not
involving Common Stock, shall be available again for grant
under the Plan, so long as the holder of any such Award
received no benefits of Common Stock ownership (including but
not limited to dividends) from the shares of Common Stock
related to such Award.
(c) Any shares of Common Stock issued by the Corporation
through the assumption or substitution of outstanding grants
from an acquired company shall reduce the shares available for
grants under the Plan.
(d) Common Stock delivered by the Corporation in
payment of any Award under the Plan may be authorized and
unissued Common Stock or Common Stock held in the treasury of
the Corporation or may be purchased on the open market or by
private purchase.
(e) The Committee shall, in its sole discretion,
determine the manner in which fractional shares arising under
this Plan shall be treated.
<PAGE>
ARTICLE V
ELIGIBILITY
Awards may be granted under the Plan to any employee of the
Corporation or a Subsidiary. Officers shall be employees for this
purpose, whether or not they are also directors. Awards may also
be granted to Non-Employee Directors, but only in the manner and to
the extent set forth in Sections 6.3 and Article X hereof. Awards
may be granted to Eligible Employees whether or not they have
received prior Awards under the Plan or under any previously adopted
plan, and whether or not they are participants in other benefit plans
of the Corporation.
Subject to the provisions of the Plan, the Committee shall,
from time to time, select from the Eligible Employees those to whom
Awards shall be granted and shall determine the type or types of
Awards to be made and shall establish in the related Award Notices
the terms, conditions, restrictions and/or limitations, if any,
applicable to the Awards in addition to those set forth in the Plan
and the administrative rules and regulations issued by the Committee.
<PAGE>
ARTICLE VI
STOCK OPTIONS
6.1 Grant of Options. The Committee may, from time to time,
subject to the provisions of the Plan and such other terms and
conditions as it may determine, grant Options to Eligible Employees.
These Options may be Incentive Stock Options or non-qualified
Options, or a combination of both. Each grant of an Option shall
be evidenced by an Award Notice executed by the Corporation and the
Participant, and shall contain such terms and conditions and be in
such form as the Committee may from time to time approve, subject to
the requirements of Section 6.2.
6.2 Conditions of Options. Each Option so granted shall be
subject to the following conditions:
(a) Exercise price. As limited by Section 6.2(e) below, each
Option shall state the exercise price which shall be set by the
Committee at the Date of Grant, which price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date of
Grant.
(b) Form of payment. The exercise price of an Option may be
paid: (i) in cash or by check, bank draft or money order payable to
the order of the Corporation; (ii) in shares of Common Stock; or
(iii) a combination of the foregoing; provided, however, that a
Participant shall not be entitled to pay the exercise price of an
Option through delivery of shares of Common Stock acquired through
the exercise of an Option granted under this Plan unless the
Participant has held such shares for at least six (6) months from
the date he or she acquired such shares. The Committee shall
establish appropriate methods for accepting Common Stock, and may
impose such conditions as it deems appropriate on the use of such
Common Stock in payment of the exercise price. Common Stock used
to exercise an Option shall be valued at its then Fair Market Value.
(c) Exercise of Options. Options granted under the Plan
shall be exercisable, in whole or in installments, and at such times,
and shall expire at such time, as shall be provided by the Committee
in the Award Notice. Exercise of an Option shall be by written
notice stating the election to exercise in the form and manner
determined by the Committee. Every share of Common Stock acquired
through the exercise of an Option shall be deemed to be fully paid
at the time of exercise and payment of the exercise price.
(d) Other terms and conditions. Among other conditions that
may be imposed by the Committee, if deemed appropriate, are those
relating to: (i) the period or periods and the conditions of
exercisability of any Option; (ii) the minimum periods during which
Participants must be employed by the Corporation or its Subsidiaries,
or must hold Options before they may be exercised; (iii) the minimum
periods during which shares acquired upon exercise must be held
before sale or transfer shall be permitted; (iv) conditions under
which such Options or shares may be subject to forfeiture;
(v) restrictions on transferability; and (vi) the frequency of
exercise or the minimum or maximum number of shares that may be
acquired at any one time.
(e) Special restrictions relating to Incentive Stock Options.
Options issued in the form of Incentive Stock Options shall, in
addition to being subject to all applicable terms, conditions,
restrictions and/or limitations established by the Committee,
comply with the requirements of Section 422 of the Code (or any
successor section thereto), including, without limitation, the
requirement that the exercise price of an Incentive Stock Option
not be less than 100% of the Fair Market Value of the Common Stock
on the Date of Grant, the requirement that each Incentive Stock
Option, unless sooner exercised, terminated, or canceled, expire no
later than ten years from its Date of Grant, and the requirement
that the aggregate Fair Market Value (determined on the Date of
Grant) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during
any calendar year (under this Plan or any other Plan of the
Corporation or any Subsidiary) not exceed $100,000.
(f) Application of funds. The proceeds received by the
Corporation from the sale of Common Stock pursuant to Options will
be used for general corporate purposes.
6.3 Options to Non-Employee Directors.
(a) Grant of Options. Notwithstanding any other provision
herein, no Options shall be granted hereunder to Non-Employee
Directors other than the Director Options granted pursuant to this
Section 6.3. Director Options may be awarded at the discretion and
with the approval of the Board with the recipient of such Award
abstaining from the vote. Such Director Options shall be granted
at such time, in such number and with such restrictions as
determined by the Board.
(b) Option Conditions. Each Director Option shall be
evidenced by an Award Notice executed by the Corporation and the
Non-Employee Director, and shall include the following terms and
provisions:
(i) The Option exercise price per share shall be equal
to the Fair Market Value of one share of Common Stock on the date
the Director Option is granted. The period within which each
Option may be exercised shall expire ten years from the date the
option is granted (the "Option Period"), unless it expires sooner
due to the death or termination of the directorship of the optionee,
or if fully exercised prior to the end of such ten year period.
(ii) If the directorship of an optionee is terminated
within the Option Period for any reason other than (i) the death of
the optionee or (ii) on account of any act of fraud, intentional
misrepresentation, embezzlement, misappropriation, or conversion of
assets or opportunities of the Corporation or any of its Subsidiaries,
the Director Option may be exercised by the optionee, to the extent
the optionee was able to do so at the date of termination of the
directorship, within the Option Period.
(iii) If an optionee dies during the Option Period while a
Non-Employee Director of the Corporation, or if an optionee dies
within three months of serving as a Non-Employee Director, the
Director Option may be exercised, to the extent the optionee was
entitled to exercise such Option at the date of his or her death,
within one year after such death (if otherwise within the Option
Period), by the executor or the administrator of the estate of the
optionee, or by the person or persons who shall have lawfully
acquired the Director Option directly from the optionee.
(iv) If the directorship of the optionee is terminated
within the Option Period for any of the reasons enumerated in
Section 6.3(b)(ii), such Director Options shall automatically
terminate as of the date of termination of such directorship.
(v) Form of payment. The exercise price of an Option
may be paid: (A) in cash or by check, bank draft or money order
payable to the order of the Corporation; (B) in shares of Common
Stock; or (C) a combination of the foregoing; provided, however,
that a Non-Employee Director shall not be entitled to pay the
exercise price of an Option through delivery of shares of Common
Stock acquired through the exercise of an Option granted under
this Plan unless the Non-Employee Director has held such shares
for at least six (6) months from the date he or she acquired such
shares. The Committee shall establish appropriate methods for
accepting Common Stock, and may impose such conditions as it
deems appropriate on the use of such Common Stock in payment of
the exercise price. Common Stock used to exercise an Option
shall be valued at its then Fair Market Value.
<PAGE>
ARTICLE VII
PERFORMANCE SHARE AWARDS
7.1 Grant of Performance Shares. Grants of Performance
Share Awards may be made by the Committee to any Eligible Employee
during the term of the Plan. Each Performance Share Award shall
be evidenced by an Award Notice. There may be more than one
award in existence at any one time for any Participant and
performance periods for separate Performance Share Awards may
differ. The Performance Shares may be paid out in full or in
part on the basis of performance of the Corporation following the
beginning of the Corporation's fiscal year in which the Performance
Share Award is made as hereinafter set forth. In determining the
size of Performance Share Awards, the Committee may take into
account a Participant's responsibility level, performance,
potential, and cash compensation level, as well as such other
considerations as it deems appropriate.
7.2 Conditions of Performance Share Awards. A Performance
Share Award shall be subject to the following terms and conditions:
(a) Performance Share Account. Performance Share Awards
shall be credited to a Performance Share account to be maintained
for each holder. A Performance Share Award under the Plan shall
only constitute a contractual right and shall not entitle the
holder to any interest in the Common Stock or to any dividend,
voting or other rights of a shareholder.
(b) Performance Period and Criteria. Performance Shares
shall be contingent upon the attainment during a performance
period of certain performance objectives. The length of the
performance period for each Performance Share Award, the
performance objectives to be achieved during the Performance Share
Award period and the measure of whether and to what degree such
objectives have been attained shall be conclusively determined
by the Committee in the exercise of its discretion. The Committee
may revise performance objectives at such times as it deems
appropriate during the Performance Share Award period in order to
take into account or into consideration any unforeseen events or
changes in circumstances; provided, however, that any such revision
which is adverse to the holder of a Performance Share Award shall
require the holder's consent.
(c) Payment of Award. Following the end of the Performance
Share Award period, the holder of a Performance Share Award shall be
entitled to receive payment of an amount based on the achievement
of the performance measures for such Performance Share Award period.
The Committee may authorize payment of a Performance Share
Award in any combination of cash and Common Stock or all in cash
or all in Common Stock, as it deems appropriate. Such shares may
include any restrictions on transfer and forfeiture provisions as
the Committee, from time to time, deems appropriate.
(d) Additional terms and conditions. The Committee may, by
way of the Award Notice or otherwise, determine such other terms,
conditions, restrictions and/or limitations, if any, of any
Performance Share Award, provided they are not inconsistent with
the Plan.
<PAGE>
ARTICLE VIII
RESTRICTED STOCK AWARDS
8.1 Grant of Restricted Stock Awards. The Committee may
grant a Restricted Stock Award to any Eligible Employee.
Restricted Stock Awards shall be awarded in such number and at
such times during the term of the Plan as the Committee shall
determine. Each Restricted Stock Award may be evidenced in such
manner as the Committee deems appropriate, including, without
limitation, book entry registration or issuance of a stock
certificate or certificates, and by an Award Notice setting forth
the terms of such Restricted Stock Award.
8.2 Conditions of Restricted Stock Awards. The grant of a
Restricted Stock Award shall be subject to the following:
(a) Restriction period. The Committee shall determine the
restriction period (the "Restriction Period") which shall apply to the
shares of Common Stock covered by each Restricted Stock Award or portion
thereof. At the end of the Restriction Period the restrictions imposed
hereunder shall lapse with respect to the shares of Common Stock covered by
the Restricted Stock Award.
(b) Restrictions. The holder of a Restricted Stock Award may
not sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of the shares of Common Stock during any applicable Restriction Period.
The Committee shall impose such other restrictions on any shares of
Common Stock covered by a Restricted Stock Award as it may deem
advisable including, without limitation, restrictions under applicable
Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such
restrictions.
(c) Rights as shareholders. During any Restriction Period, the
Committee may, in its discretion, grant to the holder of a Restricted Stock
Award all or any of the rights of a shareholder with respect to said
shares, including, but not by way of limitation, the right to vote such
shares and to receive dividends. If any dividends or other distributions
are paid in shares of Common Stock, all such shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.
<PAGE>
ARTICLE IX
OTHER INCENTIVE AWARDS
9.1 Grant of Other Incentive Awards. The Committee may, in its
discretion, grant other types of awards of, or based on, the Common
Stock, including stock appreciation rights. Such awards may also
include grants of debt securities convertible into or exchangeable
for shares of the Common Stock upon such conditions, including
attainment of performance goals, as the Committee shall determine.
9.2 Conditions of Other Incentive Awards. Each grant of an
Other Incentive Award shall be evidenced by an Award Notice executed
by the Corporation and the Participant, and shall contain such terms
and conditions and be in such form as the Committee may from time
to time approve. The recipient of an Other Incentive Award will
have the rights of a shareholder only to the extent, if any, specified
in the Award Notice governing such Other Incentive Award.
<PAGE>
ARTICLE X
NON-EMPLOYEE DIRECTOR AWARDS
10.1 Awards to Non-Employee Directors.
(a) Shares of restricted or unrestricted Common Stock
may be awarded to Non-Employee Directors at the
discretion and with the approval of the Board, with the
recipient of such shares abstaining from such vote. Such
Awards shall be granted at such time, in such number and
with such restrictions as determined by the Board. The
Board may also, in its discretion, approve other types of
Awards for Non- Employee Directors which are based on the
Common Stock, including stock appreciation rights, stock
performance rights and other incentive awards.
(b) Each Director Award shall be evidenced by an
Award Notice executed by the Corporation and the
Non-Employee Director containing the terms, conditions
and restrictions of each Director Award.
10.2 Common Stock in Lieu of Retainer. Any member of the
Board may elect to receive shares of the Common Stock in lieu of
their usual and customary cash retainer provided that such
election is made at least six months after the date of the most
recent election with respect to a Plan transaction that was a
volitional disposition by the Participant and results in either
(i) an intraplan transfer involving a Common Stock fund or
(ii) a cash distribution funded by a volitional disposition of
Common Stock. If an election to receive shares of Common Stock
in lieu of a cash retainer is made, the electing Board member
shall receive that number of shares of Common Stock equal to the
amount of the retainer divided by the Fair Market Value calculated
as of the date of payment of the retainer. An election to receive
shares in lieu of cash which is made in connection with the
Participant's death, disability, retirement or termination of
employment need not meet the requirements of this Section 10.2.
<PAGE>
ARTICLE XI
STOCK ADJUSTMENTS
In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Corporation or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, stock split,
combination of shares or otherwise), or if the number of such
shares of Common Stock shall be increased through the payment of a
stock dividend, or a dividend on the shares of Common Stock or
rights or warrants to purchase securities of the Corporation shall
be made, then there shall be substituted for or added to each
share available under and subject to the Plan as provided in
Article IV hereof, and each share theretofore appropriated or
thereafter subject or which may become subject to Awards under the
Plan, the number and kind of shares of stock or other securities
into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged or to
which each such share shall be entitled, as the case may be. In
the event there shall be any other change in the number or kind of
the outstanding shares of Common Stock, or any stock or other
securities into which the Common Stock shall have been changed or
for which it shall have been exchanged, then if the Committee (or
the Board with respect to Director Options and Director Awards)
shall, in its sole discretion, determine that such change
equitably requires an adjustment in the shares available under and
subject to the Plan, or in any Award theretofore granted or which
may be granted under the Plan, such adjustments shall be made in
accordance with such determination, except that no adjustment of
the number of shares of Common Stock available under the Plan or
to which any Award relates that would otherwise be required shall
be made unless and until such adjustment either by itself or with
other adjustments not previously made would require an increase
or decrease of at least 1% in the number of shares of Common Stock
available under the Plan or to which any Award relates immediately
prior to the making of such adjustment (the "Minimum Adjustment").
Any adjustment representing a change of less than such minimum
amount shall be carried forward and made as soon as such
adjustment together with other adjustments required by this
Article XI and not previously made would result in a Minimum
Adjustment. Notwithstanding the foregoing, any adjustment
required by this Article XI which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of
Common Stock relating to any Award immediately prior to exercise,
payment or settlement of such Award.
No fractional shares of Common Stock or units of other
securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole
share.
<PAGE>
ARTICLE XII
GENERAL
12.1 Amendment or Termination of Plan. The Board may
suspend or terminate the Plan at any time. In addition, the Board
may, from time to time, amend the Plan in any manner, but may not
without shareholder approval adopt any amendment which would:
(a) increase the aggregate number of shares of Common Stock
available under the Plan (except by operation of Article XI); and
(b) materially modify the requirements as to eligibility
for participation in the Plan;
provided, that any amendment to the Plan shall require approval of
the shareholders if, in the opinion of counsel to the Corporation,
such approval is required by Section 16(b) or any other section of
the Exchange Act, any other Federal or state law or any
regulations or rules promulgated thereunder or the rules of the
NASDAQ National Market System (or such other exchange on which the
Common Stock is listed).
12.2 Dividends and Dividend Equivalents. The Committee or
the Board may choose, at the time of the grant of an Award or any
time thereafter up to the time of payment of such Award, to
include as part of such Award an entitlement to receive dividends
or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee (or the
Board) may establish. Dividends and dividend equivalents granted
hereunder shall be paid in such form and manner (i.e., lump sum or
installments), and at such time as the Committee (or the Board)
shall determine. All dividends or dividend equivalents which are
not paid currently may, at the Committee's (or the Board's)
discretion, accrue interest, be reinvested into additional shares
of Common Stock or, in the case of dividends or dividend
equivalents credited in connection with a Performance Share
Award, be credited as additional Performance Shares and paid to
the Participant if and when, and to the extent that, payment is
made pursuant to such Performance Share Award.
12.3 Termination of Employment. If a Participant's
employment with the Corporation or a Subsidiary terminates for a
reason other than death, disability, retirement or any approved
reason, all unexercised, unearned and/or unpaid Awards, including,
but not by way of limitation, Awards earned but not yet paid,
all unpaid dividends and dividend equivalents, and all interest
accrued on the foregoing, shall be canceled or forfeited, as the
case may be, unless the Participant's Award Notice provides
otherwise. The Committee shall have the authority to promulgate
rules and regulations to (i) determine what events constitute
disability, retirement, or termination for an approved reason for
purposes of the Plan, and (ii) determine the treatment of a
Participant under the Plan in the event of his or her death,
disability, retirement, or termination for an approved reason.
Such rules and regulations may include, without limitation, the
method, if any, for prorating a Performance Share Award,
accelerating the vesting of any Options or Restricted Stock Award,
or providing for the exercise of any unexercised Options in the
event of a Participant's death, disability, retirement or
termination for an approved reason.
12.4 Withholding Taxes. The Corporation shall be entitled to
deduct from any payment under the Plan, regardless of the form of
such payment, the amount of all applicable income and employment
taxes required by law to be withheld with respect to such payment
or may require the Award holder to pay to it such tax prior to and
as a condition of the making of such payment. In accordance with
any applicable administrative guidelines it establishes, the
Committee may allow an Award holder to pay the amount of taxes
required by law to be withheld from an Award by withholding from
any payment of Common Stock due as a result of such Award, or by
permitting the Award holder to deliver to the Corporation shares of
Common Stock having a Fair Market Value, on the date of payment,
equal to the amount of such required withholding taxes.
12.5 Forfeiture. If the employment of a Participant is
terminated on account of any act of fraud, intentional
misrepresentation, embezzlement, misappropriation or conversion of
assets or opportunities of the Corporation or any of its
Subsidiaries, any Award granted hereunder, whether and regardless
of the extent to which such Award is vested, earned or exercisable,
shall automatically terminate as of the date of termination of
such employment.
12.6 Change of Control. Awards granted under the Plan may,
in the discretion of the Committee (or the Board), provide that
(a) such Awards shall be immediately vested, fully earned,
exercisable, and/or, in the case of Options, converted into stock
appreciation rights, as appropriate, upon a Change of Control
Event, and (b) the Corporation shall make full payment with
respect to any Award, and permit the exercise of Options,
respectively, granted hereunder.
12.7 Amendments to Awards. The Committee (or the Board) may
at any time unilaterally amend the terms of any Award Notice for
any Award, whether or not presently exercisable, earned, paid or
vested, to the extent it deems appropriate; provided, however,
that any such amendment which is adverse to the Award holder shall
require the holder's consent. Any action required to be taken
by or approved by the Board hereunder with respect to an Award to
a director of the Corporation shall be approved by a majority of
the disinterested directors of the Board.
12.8 Regulatory Approval and Listings. Notwithstanding
anything contained in this Plan to the contrary, the Corporation
shall have no obligation to issue or deliver certificates
representing shares of Common Stock evidencing Restricted Stock
Awards or any other Awards relating to shares of Common Stock
prior to:
(a) the obtaining of any approval from, or
satisfaction of any waiting period or other condition
imposed by, any governmental agency which the Committee
shall, in its sole discretion, determine to be necessary
or advisable; and
(b) the completion of any registration or other
qualification of said shares under any state or Federal
law or ruling of any governmental body which the Committee
shall, in its sole discretion, determine to be necessary
or advisable.
12.9 Right to Continued Employment. Participation in the
Plan shall not give any Eligible Employee any right to remain in
the employ of the Corporation or any Subsidiary. The Corporation
or, in the case of employment with a Subsidiary, the Subsidiary,
reserves the right to terminate any Eligible Employee at any time.
Further, the adoption of this plan shall not be deemed to give any
Eligible Employee or any other individual any right to be selected
as a Participant or to be granted an Award.
12.10 Beneficiaries. Each Participant and Non-Employee
Director shall file with the Committee a written designation of
one or more persons as the beneficiary (the "Beneficiary") who
shall be entitled to receive the amount, if any, payable under
the Plan upon his death. Such person may, from time to time,
revoke or change his Beneficiary designation without the consent
of any prior Beneficiary by filing a new designation with the
Committee. The last such designation received by the Committee
shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant's death, and in no event
shall be effective as of a date prior to such receipt.
If such Beneficiary designation is not in effect at the time
of an Award holder's death, or if no designated Beneficiary
survives such person, or such designation conflicts with law, the
payment of the amount, if any, payable under the Plan upon his
death shall be made to such person's estate. If the Committee
is in doubt as to the right of any person to receive such amount,
the Committee may retain such amount, without liability or any
interest thereon, until the rights thereon are determined, or the
Committee may pay such amount into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the
liability of the Plan, the Corporation and the Committee therefor.
12.11 Indemnification. Each person who is or shall have
been a member of the Committee or of the Board shall be
indemnified and held harmless by the Corporation against and from
any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such person in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any
action or failure to act under the Plan and against and from any
and all amounts paid by such person in satisfaction of judgment in
any such action, suit, or proceeding against such person. He or
she shall give the Corporation an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled
under the Corporation's Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation
may have to indemnify or hold harmless any such person.
12.12 Reliance on Reports. Each member of the Committee
and each member of the Board shall be fully justified in relying
or acting in good faith upon any report made by the independent
public accountants of the Corporation and its Subsidiaries and
upon any other information furnished in connection with the Plan
by any person or persons other than himself. In no event shall
any person who is or shall have been a member of the Committee or
of the Board be liable for any determination made or other action
taken or any omission to act in reliance upon any such report or
information or for any action taken, including the furnishing of
information, or failure to act, if in good faith.
12.13 Relationship to Other Benefits. No payment under
the Plan shall be taken into account in determining any benefits
under any pension, retirement, profit sharing, group insurance or
other benefit plan of the Corporation or any Subsidiary.
12.14 Compliance with the Exchange Act. With respect
to persons subject to Section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
To the extent any provision of the Plan or action by the Committee
or the Board fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the
Committee or the Board. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated therein,
such provision (other than one relating to eligibility
requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan
insofar as Participants and Non-Employee Directors subject to
Section 16 are concerned.
12.15 Expenses. The expenses of administering the Plan
shall be borne by the Corporation subject to such allocation to
its Subsidiaries as it deems appropriate.
12.16 Construction. Masculine pronouns and other words
of masculine gender shall refer to both men and women. The titles
and headings of the articles and sections in the Plan are for the
convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall
control.
12.17 Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Missouri
except as superseded by applicable Federal law.
<PAGE>
APPENDIX B
FORM OF PROXY
<PAGE>
FORM OF PROXY
COLLINS INDUSTRIES, INC.
421 East 30th Avenue, Hutchinson, Kansas 67502-2489
The undersigned hereby appoints Don S. Peters and Robert E. Lind and
each of them, as proxies (the "Proxies"), with full power of
substitution, and hereby authorizes them to represent and to vote as
designated, in the order named, on the reverse side all the shares of
common stock of Collins Industries, Inc. (the "Company"), held of
record by the undersigned as of January 13, 1997, at the Annual
Meeting of Stockholders to be held on February 28, 1997, and any
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1, AND IN FAVOR OF PROPOSALS
2 AND 3. AS TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING, THIS PROXY SHALL CONFER DISCRETIONARY AUTHORITY UPON THE
PROXIES TO VOTE ON SUCH MATTERS IN THEIR BEST JUDGMENT.
The ballots cast by stockholders will be voted as marked at the
Annual Meeting on February 28, 1997, if received by the date of the
meeting.
Upon attendance at the Annual Meeting by the Stockholder voting
herein, this Proxy will be returned if requested, so that the
Stockholder may vote in person.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
WHICH ENCOURAGES EACH STOCKHOLDER OF RECORD TO VOTE.
(Continued and to be voted, signed and dated on reverse side.)
" FOLD AND DETACH HERE "
CALCULATION OF NUMBER OF VOTES YOU MAY CAST
IN THE ELECTION OF DIRECTORS
Fill in the number of shares you own:
Multiply by 2: X2
Total Votes +))))))))))))))))))))))),
.)))))))))))))))))))))))-
The number in the box is the total number of votes you
may cast in the election of directors. You may cast some
or all of these votes for one nominee or the other, or you
may divide the total in any manner between the nominees. The
total number of votes you may cast must be less than or
equal to the number in the box, but it cannot exceed the
number in the box.
" FOLD AND DETACH HERE "
1. ELECTION OF DIRECTORS FOR both nominees
Insert your vote for nominees named listed to left,
below in the designated spaces provided, cumulative votes to
Directors will be elected by cumulative be divided equally
voting. Voice the number of shares owned between the
or controlled by you multiplied by two. nominees
This number of votes may be cast for any
one nominee or may be distributed
between nominees as you see fit.
Stockholders may withhold authority to
vote for any nominee by entering zero in
the space following the nominee's name.
Please mark
your votes as
indicated in
this example
FOR AGAINST ABSTAIN
WITHHOLD AUTHORITY
for both nominees issued 2. Approval of the
to left Collins Industries,
Inc. 1997 Omnibus
Incentive Plan
Nominee 3 Year Term Votes
Lewis W. Ediger
Arch G. Gothard, III
3. Ratification of the appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP, independent
certified public accountants, as
auditors for the Company for the
fiscal year ending October 31,
1997.
4. In their discretion, the Proxies are further authorized to vote upon
such other matters as may properly come before the meeting.
Note: These matters have been proposed by the Company and are not
related to or conditioned on the approval of other matters.
Note:
The local number of the votes you cast in
the election of directors should not exceed
the number in the box on the reverse side
of this page.
Please sign your name exactly as you signed
it on the signature line on the following
line. When shares are held by joint tenants,
each should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
Signature(s) Date
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE
ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES.
SEE INSTRUCTIONS ON LOWER HALF OF REVERSE SIDE FOR ASSISTANCE IN
DETERMINING THE TOTAL NUMBER OF VOTES YOU MAY CAST IN THE ELECTION
OF DIRECTORS.
