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 transaction
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 01/27/98
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: January 27, 1998
Collins Industries, Inc.
15 Compound Drive
Hutchinson, Kansas 67502-4349
(316) 663-5551
January 13, 1998
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 27,
1998, at the NationsBank Auditorium, 100 North Broadway,
Wichita, Kansas 67202.
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 and the ratification of auditors
for the fiscal year ending October 31, 1998.
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 27.
Sincerely yours,
Don L. Collins
Chairman of the Board
COLLINS INDUSTRIES, INC.
15 Compound Drive
Hutchinson, Kansas 67502
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 27, 1998
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 Auditorium, 100 North Broadway, Wichita,
Kansas, on Friday, February 27, 1998, at 10:00 a.m., local
time, for the purpose of considering and voting upon the
following matters:
l. The election of two directors to serve their
respective terms and until their successors shall
be elected and shall qualify;
2. Ratification of the appointment of Arthur Andersen
LLP, as independent public accountants for the Company
for the fiscal year ending October 3l, 1998; and
3. 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
December 31, 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. 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 13, 1998
Lewis W. Ediger
Secretary
COLLINS INDUSTRIES, INC.
15 Compound Drive
Hutchinson, Kansas 67502
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on February 27, 1998
GENERAL INFORMATION
INTRODUCTION. This Proxy Statement is furnished in
connection with the solicitation by and on behalf of the
Board of Directors of Collins Industries, Inc. ("the
Company") of proxies for use at the annual meeting of
Stockholders to be held on Friday, February 27, 1998 at
10:00 a.m., local time, at the NationsBank Auditorium, 100
North Broadway, Wichita, Kansas 67202 and at any
adjournment thereof (the "Annual Meeting"), and, together
with the enclosed Form of Proxy and Annual Report to Stockholders
for the fiscal year ended October 31, 1997 (the "Annual
Report"), is being mailed to the Stockholders on or about
January 13, 1998. The address of the principal executive
offices of the Company is 15 Compound Drive, 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.
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 December 31, 1997 (the "Record
Date"), there were 7,408,381 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 of the 7,408,381 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 at the Annual Meeting, two directors will be
elected, and the Stockholders will be asked to ratify the
appointment of auditors for the fiscal year ending October 31,
1998.
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
the nominee will become unavailable for election. However,
if for any reason, the nominee is 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 THE NOMINEE
Robert E. Lind 3-year term
Donald Lynn Collins 3-year term
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
December 31, 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 December 1, 1997, there were
7,396,381 shares of Common Stock of the Company issued
and outstanding.
Shares
Beneficially Percentage
Name and Address Owned Owned
Dimensional Fund Advisors, Inc. 378,075(1) 5.11%
1299 Ocean Avenue
Santa Monica, CA 90401
Collins Industries Tax Deferred 411,682(2) 5.57%
Savings Plan and Trust
c/o Bank of Kansas, Trustee
P.O. Box 1707
Hutchinson, KS 67504-1707
Don L. Collins 1,270,871(3) 16.50%
222 West Comstock Ave., Suite 214
Winter Park,FL 32789
Donald Lynn Collins 538,097(4) 7.10%
15 Compound Drive
Hutchinson, KS 67502
Lewis W. Ediger 373,189(5) 4.97%
15 Compound Drive
Hutchinson, KS 67502
Arch G. Gothard, III 216,975(6) 2.91%
15 Compound Drive
Hutchinson, KS 67502
Robert E. Lind 194,471(7) 2.62%
15 Compound Drive
Hutchinson, KS 67502
Don S. Peters 137,750(8) 1.83%
15 Compound Drive
Hutchinson, KS 67502
Terry L. Clark 71,500(9) *
15 Compound Drive
Hutchinson, KS 67502
Larry W. Sayre 62,500(10) *
15 Compound Drive
Hutchinson, KS 67502
All executive officers and 2,998,225(11) 35.77%
directors as a group
(12 persons)
_________________
* Less than 1%.
(1) Pursuant to Schedule 13G filed with the Securities
and Exchange Commission on February 5, 1997, Dimensional
Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership
of 378,075 shares of the Company's common stock as of
December 31, 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 378,075
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 378,075 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 17,600 shares which are owned by
the Trust (both of which are included in the sole
dispositive power above).
(2) As of December 1, 1997, based on information received
from 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) 305,000
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 invest-
ment power.
(4) Includes (i) 182,600 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.
(5) Includes 119,600 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 65,000 shares deemed beneficially owned
pursuant to options exercisable within 60 days. Mr. Gothard
has shared investment power with respect to 10,650 shares.
(7) Includes 32,500 shares deemed beneficially owned
pursuant to options exercisable within 60 days.
(8) Includes 119,000 shares deemed beneficially owned
pursuant to options exercisable within 60 days. Mr. Peters
has shared investment power with respect to 34,250 shares.
(9) Includes 51,000 shares deemed beneficially owned
pursuant to options exercisable within 60 days.
(10) Includes 48,500 shares deemed beneficially owned
pursuant to options exercisable within 60 days.
(11) Includes 985,100 shares deemed beneficially
owned pursuant to options exercisable within 60 days.
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 (2) 66 Chairman, Chief Executive Officer,
Director
Donald Lynn Collins (1) 45 President, Chief Operating Officer,
Director
Lewis W. Ediger (3) 66 Secretary, Vice President, Director
Robert E. Lind (1) 73 Director
Don S. Peters (2) 68 Director
Arch G. Gothard, III (3) 52 Director
Terry L. Clark 46 Executive Vice-President Operations
Larry W. Sayre 49 Vice-President Finance and
Chief Financial Officer
Rodney T. Nash 52 Vice-President Engineering
Jack W. Cowden 50 Vice-President Human Resources
Dana J. Ferguson 36 Vice-President Manufacturing
Kent E. Tyler 31 Vice-President Marketing
(1) Term as director expires in 1998.
(2) Term as director expires in 1999.
(3) Term as director expires in 2000.
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 previously
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.
Dana J. Ferguson joined the Company in 1997 and has
over ten years manufacturing management experience. Prior
to joining the Company, he held manufacturing positions
with Great Plains Manufacturing and Koch Engineering Company.
Kent E. Tyler joined the Company in December 1997 as
Vice-President Marketing. Prior to joining the Company,
he was Vice-President of Ackerman McQueen, a full-service
national marketing and advertising agency.
All executive officers serve at the discretion of the
Board of Directors.
Settlement of Securities and Exchange Commission Investigation
On November 3, 1994, the Securities and Exchange
Commission (the "Commission") instituted public
administrative proceedings against the Company, Donald
Lynn Collins and other representatives of the Company,
pursuant to Section 21C of the Securities Exchange Act of
1934 (the "Exchange Act") and Section 8A of the Securities
Act of 1933 (the "Securities Act") concerning alleged
violations of the anti-fraud, record-keeping and internal
controls provisions of the Exchange Act and the Securities
Act. Simultaneously with the institution of the proceedings,
the Commission accepted an offer of settlement from each
respondent in which, without admitting or denying the findings
of the Commission, each respondent agreed to the issuance of
an order directing the respondent to cease and desist from
committing and/or causing violations of certain provisions of
the Exchange Act and, as to the Company and Donald Lynn Collins,
the Securities Act.
Section 16(a) - Beneficial Ownership Reporting Compliance
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.
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 1997. 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 1997. 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 1997. 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, 1998 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 twelve Board of Directors meetings during
Fiscal 1997. In Fiscal 1997, 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.
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 Salary Bonus Other Annual
Principal Position Year ($) ($) Compensation ($)
(a) (b) (c) (d) (e)
Don L. Collins 1997 357,702 91,786 0
Chief Executive 1996 328,579 215,792 93,750(1)
Officer 1995 319,992 52,083 0
Donald Lynn Collins 1997 285,170 84,028 355,976(2)
President, Chief 1996 243,867 320,139 230,114(1)(2)
Operating Officer 1995 237,511 17,361 0
Lewis W. Ediger 1997 132,096 25,975 0
Vice President, 1996 122,190 10,000 0
Secretary 1995 119,155 0 0
Terry L. Clark 1997 155,417 40,655 0
Executive Vice 1996 124,255 10,000 0
President, Operations 1995 109,594 0 0
Larry W. Sayre 1997 129,539 23,467 0
Vice President, 1996 108,842 8,000 0
Finance & CFO 1995 106,129 0 0
SUMMARY COMPENSATION TABLE - (CON'T.)
LONG TERM COMPENSATION
Awards Payouts
Securities
Restricted Underlying All Other
Name and Stock Options/ LTIP Compensation
Principal Position Year Awards($)(3) SARs(#)(4) Payouts ($)
(a) (b) (f) (g) (h) (i)
Don L. Collins 1997 $ 0 173,000 0 0
Chief Executive 1996 0 162,000 0 0
Officer 1995 0 0 0 0
Donald Lynn Collins 1997 0 182,600 0 0
President, Chief 1996 0 216,000 0 0
Operating Officer 1995 50,000(2) 0 0 0
Lewis W. Ediger 1997 0 54,600 0 0
Vice President, 1996 0 90,000 0 0
Secretary 1995 0 0 0 0
Terry L. Clark 1997 0 48,000 0 0
Executive Vice 1996 0 18,000 0 0
President, Operations 1995 0 0 0 0
Larry W. Sayre 1997 0 28,500 0 0
Vice President, 1996 0 33,000 0 0
Finance & CFO 1995 0 0 0 0
(1) Reimbursement of taxes paid on bonus.
(2) 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. In fiscal 1997, the Company removed the
restriction on the remaining 25,000 shares of Donald Lynn Collins'
restricted stock previously awarded in 1995. The market value of
these shares was $190,625 on the date the restriction was removed
and the Company granted a bonus of $165,351 for reimbursement of
taxes. The cash bonuses and tax reimbursements are included in the
Summary Compensation Table.
(3) As of October 31, 1997, no named executive officer held shares of
Common Stock persuant to a restricted stock award.
(4) Granted pursuant to the Company's 1995 Stock Option Plan, 1995 Stock
Option Exchange Plan and 1997 Omnibus Incentive Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Percent of
securities total options/
underlying SARs granted Exercise of
Options/SAR to employees base price
Name granted (#) in fiscal year ($/Sh)
(a) (b) (c) (d)
Don L. Collins 5,000 0.7% $5.1250
Don L. Collins 15,000 2.2% $5.6375
Don L. Collins 800 0.4% $4.2500
Don L. Collins 2,200 0.3% $4.6750
Don L. Collins 150,000 22.1% $4.3750
Donald Lynn Collins 15,000 2.2% $5.1250
Donald Lynn Collins 35,000 5.2% $5.1250
Donald Lynn Collins 7,600 1.1% $4.2500
Donald Lynn Collins 125,000 18.5% $4.3750
Lewis W. Ediger 4,000 0.6% $5.1250
Lewis W. Ediger 600 0.1% $4.2500
Lewis W. Ediger 50,000 7.4% $4.3750
Terry L. Clark 5,000 0.7% $5.1250
Terry L. Clark 15,000 2.2% $5.1250
Terry L. Clark 3,000 0.4% $4.2500
Terry L. Clark 25,000 3.7% $4.3750
Larry W. Sayre 3,000 0.4% $5.1250
Larry W. Sayre 500 0.1% $4.2500
Larry W. Sayre 25,000 3.7% $4.3750
OPTION/SAR GRANTS IN LAST FISCAL YEAR - (CON'T.)
Potential realizable value
at assumed annual rates of
stock price appreciation
for option term
Expiration
Name Date 5% ($) 10% ($)
(a) (e) (f) (g)
Don L. Collins 11/22/06 $ 16,115 $ 40,840
Don L. Collins 11/22/01 $ 23,363 $ 51,626
Don L. Collins 02/28/07 $ 2,138 $ 5,419
Don L. Collins 02/28/02 $ 2,842 $ 6,279
Don L. Collins 04/04/07 $412,712 $1,045,893
Donald Lynn Collins 11/22/06 $ 48,346 $ 122,519
Donald Lynn Collins 11/22/06 $112,808 $ 285,878
Donald Lynn Collins 02/28/07 $ 20,313 $ 51,477
Donald Lynn Collins 04/04/07 $343,927 $ 871,578
Lewis W. Ediger 11/22/06 $ 12,892 $ 32,672
Lewis W. Ediger 02/28/07 $ 1,604 $ 4,064
Lewis W. Ediger 04/04/07 $137,571 $ 348,631
Terry L. Clark 11/22/06 $ 16,115 $ 40,840
Terry L. Clark 11/22/06 $ 48,346 $ 122,519
Terry L. Clark 02/28/07 $ 8,018 $ 20,320
Terry L. Clark 04/04/07 $ 68,785 $ 174,316
Larry W. Sayre 11/22/06 $ 9,669 $ 24,504
Larry W. Sayre 02/28/07 $ 1,336 $ 3,387
Larry W. Sayre 04/04/07 $ 68,785 $ 174,316
Each stock option is exercisable six (6) months after the date of grant.
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 1997 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 30,000 $121,875
Donald Lynn Collins 216,000 $869,625
Lewis W. Ediger 25,000 $151,125
Terry L. Clark 15,000 $ 52,500
Larry W. Sayre 13,000 $ 45,125
AGGREGATED OPTION EXERCISED 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 305,000/0 $1,111,328/0
Donald Lynn Collins 182,600/0 $ 442,775/0
Lewis W. Ediger 119,600/0 $ 495,150/0
Terry L. Clark 51,000/0 $ 126,750/0
Larry W. Sayre 48,500/0 $ 176,000/0
Directors' Compensation
During Fiscal 1997, the Company paid each employee
director $800 for each Board of Directors meeting
attended, which amounts are included in the Summary
Compensation Table. Outside directors received $1,200 for
each Board of Directors meeting attended and $800 for each
Board of Directors committee meeting attended. In
addition, Mr. Peters and Mr. Gothard each received Board
of Directors retainer fees of $1,300 per month, and Mr.
Lind received a Board of Directors retainer fee of $400
per month. Committee fees are not paid (i) to inside
directors and (ii) to outside directors when such
committee meetings are held on the same day as a Board of
Directors meeting or in conjunction with a General
Managers meeting.
Report of the Compensation Committee on Executive Compensation
The Company applies a consistent philosophy to
compensation for all employees, including senior
management. This philosophy is based on the premise that
the achievements of the Company result from the
coordinated efforts of individuals working toward common
objectives. The Company strives to achieve those
objectives through teamwork that is focused on meeting the
expectations of customers, stockholders and employees.
Executive Compensation Philosophy. The Compensation
Committee of the Board of Directors makes compensation
recommendations to the Board of Directors and is composed
of three directors, two of whom are independent. Donald
Lynn Collins serves on the Compensation Committee but
abstains from decisions regarding his own compensation and
the compensation of Don L. Collins. The goals of the
Compensation Committee are to align compensation with
business objectives and performance, and to enable the
Company to attract, retain and reward executive officers
who contribute to the long-term success of the Company. The
Compensation Committee considers several factors in
establishing the executive compensation program of the
Company, including both subjective and objective factors.
Although profitability of the Company and market value of
its Common Stock are considered in establishing the
executive compensation program, neither of these factors
are determinative. Rather, the Company's executive
compensation program is based on the following principles:
The Company attempts to compensate competitively.
The Company is committed to providing a compensation
program aimed at attracting and retaining highly qualified
people, primarily from within the industry. To ensure that
compensation is competitive, the Company periodically
compares its compensation practices with those of
competitors and other companies and sets its compensation
parameters based on this review.
The Company compensates sustained performance.
Executive officers are rewarded based upon corporate
performance and individual performance. Corporate
performance is not determined strictly on the basis of
designated criteria, but is evaluated on the basis of many
factors including but not limited to earnings, revenues,
product innovation, market share, strategic and business
plan goals, the extent to which strategic and business
plan goals are met and current industry conditions.
Individual performance is evaluated by reviewing the
executive officer's individual performance as well as, the
performance of that officer's functional area of
responsibility.
The 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
restricted 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.
In Fiscal 1997, the Compensation Committee removed
the restrictions on the 25,000 shares of restricted Common
Stock that was awarded to the President and Chief
Operating Officer of the Company, Donald Lynn Collins, in
1995. The market value of these shares was $190,625 on
the date the restriction was removed and the Compensation
Committee granted an extraordinary bonus pursuant to the
Incentive Compensation Plan of $165,351 for reimbursement
of taxes.
Long-term incentives are intended to be provided
through the Company's 1997 Omnibus Incentive Plan which
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 Non
Employee Directors of the Company as approved by the
Board. The Compensation Committee determines which
executives will be eligible for incentives with the
objective of aligning executives long range interests
with those of the stockholders 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 1997, 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 4.6% merit 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 1997, the members of the Compensation
Committee were primarily responsible for determining
executive compensation. Messrs. Donald Lynn Collins,
Robert E. Lind and Don S. Peters comprised the
Compensation Committee. Mr. Collins is currently the
President and Chief Operating Officer of the Company.
Mr. Lind was employed by the Company as its purchasing manager
from 1972 until his retirement in 1980.
STOCK PERFORMANCE
The following chart shows a five-year comparison of
cumulative total stockholder returns for the Company's
Common Stock during the five (5) fiscal years ended
October 31, 1997 with the NASDAQ U.S. Index and an index
of peer groups selected by the Company. The companies in
the peer group are Champion Industries, Federal Signal,
Thor Industries, Spartan Motors and Metro Trans. The
comparison assumes an investment of $100 on October 31,
1992 in each index and the Company's Common Stock and that
all dividends were reinvested.
Base
Year
1992 1993 1994 1995 1996 1997
Collins $100.0 $ 37.5 $ 45.0 $ 41.3 $115.0 $140.0
Peer Group $100.0 $148.6 $180.8 $162.0 $212.6 $212.2
NASDAQ-US $100.0 $128.9 $129.6 $174.5 $206.0 $271.2
PROPOSAL 2:
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, 1998. Representatives of Arthur
Andersen LLP, are expected to be present at the Annual Meeting
and shall have the opportunity to make at statement and 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, 1998. 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 1999 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 15, 1998, 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
judgement.
By order of the Board of Directors
Dated: January 13, 1998
Lewis W. Ediger
Secretary
