Collins Industries, Inc.
15 Compound Drive
Hutchinson, Kansas 67502-4349
(316) 663-5551
www.collinsind.com
January 19, 2000
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 25, 2000, at the Bank
of America 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, 2000.
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 25.
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 25, 2000
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 Bank
of America Auditorium, 100 North Broadway, Wichita, Kansas, on
Friday, February 25, 2000, 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, 2000; 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, 1999, 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 19, 2000
Lewis W. Ediger
Secretary
COLLINS INDUSTRIES, INC.
15 Compound Drive
Hutchinson, Kansas 67502
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on February 25, 2000
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 25, 2000 at 10:00 a.m., local time, at the Bank
of America 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 on
Form 10-K for the fiscal year ended October 31, 1999 (the "Annual
Report"), is being mailed to the Stockholders on or about January
19, 2000. 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, 1999 (the "Record Date"), there were 7,475,406 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 7,475,406 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,
2000.
Proposal 1:
ELECTION OF DIRECTORS
The Board of Directors is presently comprised of seven
directors serving staggered three-year terms.
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
nominee will become unavailable for election. However, if for any
reason, a 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 FOLLOWING
NOMINEES
Lewis W. Ediger 3-year term
Arch G. Gothard, III 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, 1999, 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 31, 1999, there were
7,475,406 shares of Common Stock of the Company issued and
outstanding.
Shares
Name and Address Beneficially Percentage
Owned Owned
Dimensional Fund Advisors, Inc. 385,375 (1) 5.16%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Collins Industries Tax Deferred 456,248 (2) 6.10%
Savings Plan and Trust
c/o Bank of Kansas, Trustee
P.O. Box 1707
Hutchinson, KS 67504-1707
Don L. Collins 1,253,271 (3) 16.32%
157 East New England Avenue
Suite 364
Winter Park, FL 32789
Donald Lynn Collins 634,597 (4) 8.18%
15 Compound Drive
Hutchinson, KS 67502
Lewis W. Ediger 331,461 (5) 4.40%
15 Compound Drive
Hutchinson, KS 67502
Arch G. Gothard, III 169,625 (6) 2.26%
15 Compound Drive
Hutchinson, KS 67502
Robert E. Lind 187,471 (7) 2.50%
15 Compound Drive
Hutchinson, KS 67502
Don S. Peters 155,950 (8) 2.05%
15 Compound Drive
Hutchinson, KS 67502
William R. Patterson 26,000 (9) *
15 Compound Drive
Hutchinson, KS 67502
Terry L. Clark 120,300 (10) 1.59%
15 Compound Drive
Hutchinson, KS 67502
Larry W. Sayre 95,000 (11) 1.26%
15 Compound Drive
Hutchinson, KS 67502
Kent E. Tyler 45,000 (12) *
15 Compound Drive
Hutchinson, KS 67502
All executive officers and 3,115,347 (13) 36.82%
directors as a group
(12 persons)
* Less than 1%.
(1) Pursuant to Schedule 13G filed with the Securities and
Exchange Commission on February 11, 1999, Dimensional Fund Advisors,
Inc. ("Dimensional"), a registered investment advisor and furnishes
investment advise to four investment companies registered under the
Investment Company Act of 1940 and also serves as investment
manager to certain other investment vehicles, including commingled
group trusts. (These investment companies and investment vehicles
are the "Portfolios"). In its role as investment advisor and investment
manager, Dimensional possesses both voting and investment power over
the securities of the Company that are owned by the respective
Portfolios. All securities reported herein are owned by the Portfolios
and Dimensional disclaims beneficial ownership of such securities.
Dimensional is deemed to have beneficial ownership of 385,375 shares
of the Company's common stock as of December 31, 1999. Of the
385,375 shares as to which Dimensional is deemed to have beneficial
ownership, Dimensional is deemed to have (i) sole voting power with
respect to 385,375 shares (ii) shared voting power with respect to 0
shares (iii) sole dispositive power with respect to 385,375 shares and
(iv) shared dispositive power with respect to 0 shares.
(2) As of December 31, 1999, 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) 205,800 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) 282,600 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 60,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days. Also does not include
14,128 shares owned by Julane Ediger, the wife of Mr. Ediger, as
to which Mr. Ediger disclaims beneficial ownership.
(6) Includes 45,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days. Mr. Gothard has shared
investment power with respect to 19,650 shares.
(7) Includes 37,500 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(8) Includes 129,000 shares deemed beneficially owned pursuant
to options exercisable within 60 days. Mr. Peters has
shared investment power with respect to 67,250 shares.
(9) Includes 10,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(10) Includes 80,800 shares deemed beneficially owned
pursuant to options exercisable within 60 days.
(11) Includes 55,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(12) Includes 30,000 shares deemed beneficially owned pursuant to
options exercisable within 60 days.
(13) Includes 985,300 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 (3) 68 Chairman, Director
Donald Lynn Collins (2) 47 President, Chief Executive
Officer, Director
Lewis W. Ediger (1) 68 Secretary, Vice-President,
Director
Robert E. Lind (2) 75 Director
Don S. Peters (3) 70 Director
Arch G. Gothard, III (1) 54 Director
William R. Patterson (2) 58 Director
Terry L. Clark 48 Executive Vice-President Operations
Larry W. Sayre 51 Vice-President Finance and Chief
Financial Officer
Rodney T. Nash 54 Vice-President Engineering
Jack W. Cowden 52 Vice-President Human Resources
Kent E. Tyler 33 Vice-President Marketing
(1) Term as director expires in 2000.
(2) Term as director expires in 2001.
(3) Term as director expires in 2002.
Don L. Collins, founder of the Company, has served as
Chairman of the Board since its inception in 1971 and served as
Chief Executive Officer until 1998. He is Chairman of the
Board's Executive Committee and a member of the Nominating
Committee.
Donald Lynn Collins joined the Company in 1980 after being
associated with Arthur Andersen, LLP, an international accounting
firm. Mr. Collins has served as Chief Executive Officer of the
Company since 1998, as President since 1990 and as a director
since 1983. He served as the Chief Operating Officer from 1988
until 1998. He is a member of the Board's Policy Committee,
Executive Committee, Compensation Committee and Chairman of the
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 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.
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 Nominating Committee and Chairman of
the Finance Committee.
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 Executive
Committee, Audit Committee and Finance Committee and is Chairman
of the Board's Compensation Committee. Mr. Gothard also serves as
a director of Golden Pharmaceuticals, Inc.
William R. Patterson became a director in 1998. Since
August 1998 he has been a principal at Stonecreek Management,
LLC. From October 1996 to August 1998, he was Executive Vice
President of Premium Standard Farms, Inc., where he served as a
consultant and as acting Chief Financial Officer from January
1996 to October 1996. From September 1976 through December 1995
he was a partner in Arthur Andersen LLP. Mr. Patterson is a
member of the Finance Committee and Compensation Committee and is
Chairman of the Policy Committee. Mr. Patterson also serves as a
director of American Italian Pasta Company and Paul Meuller
Company.
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. He has served as
Treasurer of the Company since 1995. Mr. Sayre is a certified
public accountant and previously served in the national
accounting firms of KPMG Peat Marwick, LLP and Grant Thornton.
He was also Vice President of Finance and Chief Financial Officer
of a manufacturer of telecommunications equipment and a
manufacturer of plastic containers.
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.
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.
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 Securities and Exchange Commission (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 1999.
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. 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 1999.
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 1999. 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, 2000 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
1999. In Fiscal 1999, 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 Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
(a) (b) (c) (d) (e)
Don L. Collins 1999 369,583 75,000 --
Chairman 1998 360,000 140,000 --
1997 357,702 91,786 --
Donald Lynn Collins 1999 314,167 100,000 --
President, Chief 1998 295,000 180,000 --
Executive Officer 1997 285,170 84,028 355,976 (1)
Terry L. Clark 1999 198,333 40,000 --
Executive Vice 1998 160,000 75,000 --
President, Operations 1997 155,417 40,655 --
Larry W. Sayre 1999 149,375 25,000 --
Vice President 1998 135,000 50,000 --
Finance & CFO 1997 129,539 23,467 --
Kent E. Tyler 1999 113,542 12,500 --
Vice President 1998 86,250 -- --
Marketing 1997 -- -- --
SUMMARY COMPENSATION TABLE - (CON'T)
LONG TERM COMPENSATION
Awards Payouts
Securities
Restricted Underlying
Name and Stock Options/ LTIP All Other
Principal Position Year Awards($)(2) SARs (#) Payouts Compensation($)
(a) (b) (f) (g) (h) (i)
Don L. Collins 1999 142,500(3) 25,000 -- --
Chairman 1998 -- 25,000 -- --
1997 -- 173,000 -- --
Donald Lynn Collins 1999 332,500(4) 50,000 -- --
President, Chief 1998 -- 50,000 -- --
Executive Officer 1997 -- 182,600 -- --
Terry L. Clark 1999 71,250(5) 25,000 -- --
Executive Vice 1998 -- 25,000 -- --
President, Operations 1997 -- 48,000 -- --
Larry W. Sayre 1999 47,500(6) 15,000 -- --
Vice President 1998 -- 15,000 -- --
Finance & CFO 1997 -- 28,500 -- --
Kent E. Tyler 1999 71,250(7) 25,000 -- --
Vice President 1998 -- 5,000 -- --
Marketing 1997 -- -- -- --
(1) Donald Lynn Collins was granted a restricted stock award as of January
20, 1995 in the amount of 75,000 shares. In fiscal 1996, the Company
rescinded 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 fiscal
1997 tax reimbursement is included in the Summary Compensation Table.
(2) Under the terms of the Company's Restricted Stock Award Agreements,
dividends are paid on restricted stock at the same rate as paid on all
other outstanding shares of the Company's stock.
(3) Value at October 31, 1999 amounted to $191,250
(4) Value at October 31, 1999 amounted to $446,250
(5) Value at October 31, 1999 amounted to $95,625
(6) Value at October 31, 1999 amounted to $63,750
(7) Value at October 31, 1999 amounted to $95,625
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Percent of
securities total options/ Exercise or
underlying SARs granted base price
Options/SARs to employees ($/Sh)
Name granted (1) in fiscal year
(a) (b) (c) (d)
Don L. Collins 25,000 12.8% $3.97
Donald Lynn Collins 50,000 25.6% $3.97
Terry L. Clark 25,000 12.8% $3.97
Larry W. Sayre 15,000 7.7% $3.97
Kent E. Tyler 10,000 5.1% $3.97
Kent E. Tyler 15,000 7.7% $4.1875
(1) Each stock option is exercisable six (6) months after the date of grant.
OPTION/SAR GRANTS IN LAST FISCAL YEAR - (CON'T)
Potential realizable value at assumed annual
rates of stock price appreciation for option term
Name Expiration Date 5%($) 10%($)
(a) (e) (f) (g)
Don L. Collins 11/24/08 $161,668 $257,430
Donald Lynn Collins 11/24/08 $323,336 $514,858
Terry L. Clark 11/24/08 $161,668 $257,430
Larry W. Sayre 11/24/08 $ 97,001 $154,457
Kent E. Tyler 11/24/08 $ 64,667 $102,972
Kent E. Tyler 01/02/09 $102,315 $162,919
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information related to options exercised by
the named executive officer during the 1999 fiscal year and the number and value
of options held at fiscal year end. The Company does not have any outstanding
stock appreciation rights.
Shares Acquired on
Name Exercise (#) Value Realized
(a) (b) (c)
Don L. Collins - -
Donald Lynn Collins - -
Terry L. Clark - -
Larry W. Sayre - -
Kent E. Tyler - -
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES - (CON'T)
Number of Underlying Value of Unexercised
Unexercised Options at In-the Money Options
FY-End (#) at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
(a) (d) (e)
Don L. Collins 205,800/0 $421,200/0
Donald Lynn Collins 282,600/0 $555,150/0
Terry L. Clark 80,800/0 $171,200/0
Larry W. Sayre 55,000/0 $117,950/0
Kent E. Tyler 30,000/0 $ 67,488/0
Directors' Compensation
During Fiscal 1999, the Company paid each employee director
$900 for each Board of Directors meeting attended, which amounts
are included in the Summary Compensation Table. Outside directors
received $1,400 for each Board of Directors meeting attended and
$900 for each Board of Directors committee meeting attended. In
addition, Mr. Peters, Mr. Gothard and Mr. Patterson each received
Board of Directors retainer fees of $1,500 per month, and Mr.
Lind received a Board of Directors retainer fee of $500 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 Summary
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.
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 1999, 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 6.50% 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 Summary Compensation Table.
Compensation Committee Members: Arch G. Gothard, III
Donald Lynn Collins
William R. Patterson
Compensation Committee Interlocks and Insider Participation
During Fiscal 1999, the members of the Compensation
Committee were primarily responsible for determining executive
compensation. Messrs. Arch G. Gothard, III, William R. Patterson
and Donald Lynn Collins comprised the Compensation Committee.
Mr. Collins is currently the President and Chief Executive
Officer of the Company.
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, 1999 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 Supreme Industries.
The comparison assumes an investment of $100 on October 31, 1994
in each index and the Company's Common Stock and that all
dividends were reinvested.
BASE
YEAR
1994 1995 1996 1997 1998 1999
Collins $100.0 $ 91.7 $255.6 $315.1 $178.1 $303.7
Peer Group $100.0 $105.6 $124.6 $126.3 $125.2 $105.1
NASDAQ-US $100.0 $134.6 $158.9 $209.2 $234.1 $390.8
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, 2000.
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, 2000. 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
2001 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 22, 2000, in order to be
included in the proxy material proposed to be issued in
connection with such meeting. The deadline for providing timely
notice to the Company of matters that stockholders otherwise
desire to introduce at the 2001 Annual Meeting of Stockholders is
January 11, 2001. The Company may exercise its discretionary
voting authority to direct the voting of proxies on any matter
submitted for a vote at the 2001 Annual Meeting of Stockholders
if notice concerning proposal of such matter is not received
prior to January 11, 2001. It is suggested that stockholders
submit any proposals by certified mail, return receipt requested.
OTHER MATTERS
Management is not aware of any matters to come before the
Annual Meeting which will require the vote of stockholders other
than those matters indicated in the Notice of Meeting and this
Proxy Statement. However, if any other matter requiring
stockholder action should properly come before the Annual Meeting
or any adjournment thereof, those persons named as proxies on the
enclosed proxy card will vote thereon according to their best
judgment.
By order of the Board of Directors
Dated: January 19, 2000
Lewis W. Ediger
Secretary
