<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE DURIRON COMPANY, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE DURIRON COMPANY, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
THE DURIRON COMPANY, INC.
3100 RESEARCH BOULEVARD
DAYTON, OHIO 45420
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1996
The 1996 Annual Meeting of Shareholders of The Duriron Company, Inc. (the
"Company") will be held at the main offices of the Company's subsidiary,
Durametallic Corporation, at 2100 Factory Street, Kalamazoo, Michigan at 1:30
p.m. on Thursday, April 25, 1996 for the following purposes:
1. To elect three directors to each serve for a term of three years and one
director to serve a one year term.
2. To approve the appointment of Ernst & Young LLP as independent auditors
for 1996.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only holders of Common Stock whose names appeared of record on the books of
the Company at the close of business on March 8, 1996 are entitled to notice of
and to vote at this meeting.
By order of the Board of Directors
Ronald F. Shuff
Secretary
Dayton, Ohio
March 14, 1996
VOTING YOUR PROXY IS IMPORTANT
PLEASE SIGN AND DATE YOUR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE
<PAGE> 3
THE DURIRON COMPANY, INC.
------------------------
PROXY STATEMENT
------------------------
Mailing Date
March 14, 1996
GENERAL INFORMATION
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is solicited by the Board of Directors (the "Board")
of The Duriron Company, Inc. (the "Company") and relates to the Company's 1996
Annual Meeting of Shareholders (the "Annual Meeting") to be held at the main
offices of the Company's subsidiary, Durametallic Corporation ("Durametallic"),
at 2100 Factory Street, Kalamazoo, Michigan, at 1:30 p.m. on Thursday, April 25,
1996.
VOTING SECURITIES
The Company has one class of stock outstanding, namely common stock, $1.25
par value (the "Common Stock"), of which there were 24,461,761 shares
outstanding as of March 8, 1996. Only holders of Common Stock whose names
appeared of record on the books of the Company at the close of business on March
8, 1996 are entitled to notice of and to vote at the Annual Meeting. Each share
entitles the holder thereof to one vote.
The holders of a majority of the shares of Common Stock outstanding as of
the record date, whether present in person or represented by Proxy, constitute a
quorum at the Annual Meeting. Both shares as to which the holder abstains from
voting on a particular matter, and broker "non-votes" (being street-name shares
which the record holder refrains from voting because of the absence of required
instructions from the beneficial owner), will count towards the determination of
whether a quorum is present at the Annual Meeting.
ACTIONS TO BE TAKEN UNDER THE PROXY
Unless otherwise directed by the giver of the Proxy, all properly executed
Proxies will be voted for the election of John S. Haddick, Kevin E. Sheehan and
R. Elton White for three year terms as directors of the Company; for James S.
Ware for a one year term as a director; in favor of the appointment of Ernst &
Young LLP as independent auditors for the Company for 1996; and, at the
discretion of the persons acting under the Proxy, in the transaction of such
other business as may properly come before the meeting or any adjournment
thereof.
<PAGE> 4
Should any nominee named herein for the office of director become unable or
unwilling to accept nomination or election, it is intended that the persons
acting under the Proxy will vote for the election in his stead for such other
person as the Board may designate. The Board has no reason to believe that any
of the nominees will be unable or unwilling to serve if elected to office.
The giving of a Proxy does not preclude the right to vote in person, should
the person giving the Proxy so desire. A person giving a Proxy has the power to
revoke the same, at any time before it has been exercised, by giving the Company
written notice bearing a later date than the Proxy, by submission of a later
dated Proxy, or by voting in person at the Annual Meeting (although attendance
at the Annual Meeting will not in and of itself constitute revocation of a
Proxy). All properly executed Proxies will be voted. The proxy voting will be
tabulated by the Company's transfer agent, KeyCorp Shareholder Services,
Cleveland, Ohio, which will also serve as inspector of election at the Annual
Meeting.
ELECTION OF DIRECTORS
The Board currently consists of eleven directors who are divided into three
classes, with one full class being elected at each Annual Meeting of
Shareholders. At the Annual Meeting, the term of the directors serving in the
Class of 1996 expires, and three directors will be elected to hold office until
the 1999 Annual Meeting of Shareholders and until their successors are elected
and qualified. Additionally, one director will be so elected to hold office for
a one year term. Under New York law, directors are elected by a plurality of the
votes cast at a meeting of shareholders by the holders of shares entitled to
vote in the election.
Set forth below is information with respect to each nominee for election as
a director and each director whose term of office continues after the Annual
Meeting.
CLASS OF 1997
NOMINEES TO BE ELECTED:
JAMES S. WARE, 60, was elected to the Board on December 14, 1995. He has
served as Chairman and CEO of Durametallic since 1983, and he has announced his
retirement as CEO effective April 12, 1996. He became a director of Durametallic
in 1976. He is a director of First of America Bank Corporation, Cello-Foil
Corporation, a consumer products packaging manufacturer, the Michigan State
University Foundation and the Western Michigan Foundation.
DIRECTORS WHOSE TERM IN OFFICE CONTINUES UNTIL 1997:
ROBERT E. FRAZER, 67, has been a director of the Company since 1976. He was
Chairman of the Board of The Dayton Power and Light Company from 1982 to 1987
and served as its Chief Executive Officer from 1978 through 1984. Mr. Frazer was
also Chairman of the Board of DPL Inc., the parent company of the Dayton Power
and Light Company, from its formation in 1986 until 1988.
DIANE C. HARRIS, 53, was elected to the Board in 1993. She is the President
of Hypotenuse Enterprises, Inc., a merger and acquisition services and corporate
development outsourcing company. She was Vice President, Corporate Development,
of Bausch & Lomb, an optics and health care products company from 1981 until
February, 1996. She is a director and Vice President of the Association for
Corporate Growth.
2
<PAGE> 5
WILLIAM M. JORDAN, 52, has been a director since 1991 and was elected
Chairman of the Board in February, 1996 to become effective at the Annual
Meeting. He has been President and Chief Executive Officer since 1993. He was
elected Executive Vice President in 1990 and promoted to President in 1991. He
served as Chief Operating Officer from 1990 to 1993. He became a Group Vice
President in 1984 and joined the Company in 1972. He is a director of National
City Bank, Dayton, NIBCO, a manufacturer of flow control products, and Thomas
Industries, a manufacturer of lighting fixtures, air compressors and vacuum
pumps.
CLASS OF 1998
DIRECTORS WHOSE TERM IN OFFICE CONTINUES UNTIL 1998:
HUGH K. COBLE, 61, Vice Chairman of Fluor Corporation, a major engineering
and construction firm, was elected to the Board in 1994. He joined Fluor
Corporation in 1966, where he has held a series of increasingly responsible
management positions and has been a director since 1984.
ERNEST GREEN, 57, was elected to the Board in 1991. He is the founder and
President of EGI, a supplier of automotive components. He is a director of Bank
One, Dayton, NA, DPL Inc., the parent company of The Dayton Power and Light
Company, a public utility, Acordia, Inc., an insurance brokerage firm and Eaton
Corporation, a supplier of automotive products.
RICHARD L. MOLEN, 55, was elected to the Board in February, 1995. He is the
Chairman, President and CEO of Huffy Corporation, a consumer products and retail
services concern, which he joined in 1968. He has been President of Huffy
Corporation since 1986 and a director there since 1984. He is also a director of
The Huntington National Bank and Alltrista Corporation, a diversified consumer
products and commercial services firm.
JAMES F. SCHORR, 63, has been a director of the Company since 1986. Mr.
Schorr is President of JFS Consulting, a firm consulting with the chemical and
plastics industries. He is also Vice Chairman and a director of Osterman &
Company, a plastics resins broker and distributor. He was President of USI
Chemicals Division and Corporate Vice President of Quantum Chemical Corporation
from 1987 to 1989. He was also Vice Chairman of Old World Trading Company, a
distributor of automotive products and industrial chemicals, from 1988 to 1990.
CLASS OF 1999
NOMINEES TO BE ELECTED:
JOHN S. HADDICK, 66, has been Chairman of the Board since 1990 and will so
serve until the Annual Meeting when Mr. Jordan will assume the position. He
resigned as Chief Executive Officer in 1993 after approximately eight years of
service in this capacity. He was President from 1983 to 1991 and became a
director of the Company in 1983. He served as President and Chief Operating
Officer during 1984 and as Executive Vice President and Chief Operating Officer
during 1983. He joined the Company in 1953. He is also a director of Bank One,
Dayton, NA and Price Brothers Company, a supplier of concrete products.
KEVIN E. SHEEHAN, 50, was elected to the Board in 1990. He is a general
partner of the CID Equity Partners, a venture capital firm that concentrates on
entrepreneurial midwestern companies. He was a Vice President with Cummins
Engine Company, a manufacturer of diesel engines and related components, from
1980 until 1993.
3
<PAGE> 6
R. ELTON WHITE, 53, was elected to the Board in 1993. He retired in
February 1994 as President and a director of NCR Corporation, a computer systems
manufacturer, after over 25 years of service to this company in various
management capacities. He is a director of Keithley Instruments, an electronics
test and measurement concern, Kohl's Corporation, a department store company,
and Verifone Corporation, a computer and communications systems company.
Any shareholder who intends to nominate a director must, pursuant to
Article III, Section 2 of the By-Laws of the Company as approved by the
Shareholders at the 1986 Annual Meeting of Shareholders, give written notice of
such intention to the Secretary of the Company. The notice must be received at
the principal executive offices of the Company not less than 50 days prior to
the meeting (or if fewer than 60 days notice or prior public disclosure of the
meeting date is given or made to shareholders, not later than the tenth day
following the day on which the notice of the date of the meeting was mailed or
such public disclosure was made) and must include specified information about
the nominee and the shareholder. The proposed nomination will be referred to the
Executive Committee of the Board for further consideration. No shareholder has
to date notified the Company of any intention to nominate a director.
BOARD COMMITTEES: MEMBERSHIP AND FUNCTIONS
Eight meetings of the Board were held in 1995. The number of meetings held
by each of the three standing committees of the Board in 1995 was as follows:
Audit/Finance Committee -- three; Compensation Committee -- six; Executive
Committee -- three.
The Audit/Finance Committee, of which Mr. White is chairman and Mrs. Harris
and Messrs. Coble, Green and Molen are members, recommends annually the
appointment of independent auditors for the Company. The Committee also advises
the Board on strategic financial matters, including making recommendations to
the Board on acquisitions, divestitures, major financings, pension fund
performance, capital structure and dividend policy. The Committee meets with the
independent auditors, internal auditors and management personnel to review the
scope and results of the annual audit of the financial statements of the Company
and the recommendations of the independent auditors pertaining to accounting
practices, policies, procedures and overall internal controls. The Committee
also approves major capital expenditures made in the ordinary course of
business.
The Compensation Committee, of which Mr. Sheehan is chairman and Messrs.
Frazer, Green, Molen and Schorr are members, has the responsibility of
establishing executive compensation designed so that officers and key management
personnel are compensated in a manner which is internally equitable, externally
competitive and an incentive for effective performance in the best interest of
shareholders. The Committee has the authority of the Board of Directors to fix
the compensation of the officers, including the Chief Executive Officer, who are
elected by the Board. The Committee also administers the Company's stock option,
restricted stock and incentive compensation plans. It is responsible for
reviewing the management succession plan and for recommending changes in
director compensation to the Board. The report of the Committee on the Company's
executive compensation practices is located on page 13 of this Proxy Statement.
The Executive Committee, of which Mr. Frazer is chairman and Messrs.
Haddick, Jordan, Sheehan and White are members, is empowered to exercise the
full authority of the Board of Directors except as to matters not delegable to a
committee under the New York Business Corporation Law. The Committee makes
recommendations to the Board for the positions of Chairman of the Board,
President, Chief Executive Officer
4
<PAGE> 7
and candidates for director. The Committee also reviews and makes
recommendations on Board self governance matters to the Board.
Each of the directors attended, in the aggregate, 75% or more of the 1995
meetings of the Board and of the standing committees on which he or she served.
DIRECTOR COMPENSATION
Each non-employee director receives an annual retainer of $14,100. A
director also receives $750 for each meeting of the Board of Directors and $600
for each meeting of a committee of the Board which he or she attends as a
committee member. A director who attends a meeting of a committee on which he or
she does not serve receives one-half of the regular meeting fee. Committee
chairmen receive an additional $500 per committee meeting. In addition, the
chairman of the Executive Committee receives an additional $5,000 per year for
service in this capacity. Furthermore, Mr. Haddick received an additional
$40,000 per year for service as Chairman of the Board since the 1995 Annual
Meeting of Shareholders.
Under the Company's current deferred compensation arrangements for
directors, a director may elect to defer, in the form of cash and with interest,
the receipt of the annual retainer and other meeting attendance fees payable to
him or her as a director, until he or she terminates Board service. A director
may alternatively elect to have this deferred compensation invested in Common
Stock to be received after termination of Board service.
Under the Company's 1989 Restricted Stock Plan, each non-employee director
receives 300 shares of Restricted Common Stock per year of the term for which he
or she is elected to the Board at an Annual Meeting of Shareholders. Dividend
and voting rights attach upon receipt of the Restricted Common Stock, and the
Restricted Common Stock vests at the rate of 300 shares per year, unless the
Restricted Common Stock is forfeited back to the Company due to earlier
termination of Board service. A director may also elect to defer this
compensation until termination of Board service.
During 1995, each non-employee director, under the Company's Retirement
Compensation Plan for Directors, received an amount of $1,500 which was placed
into a trust and deferred with interest until the director terminates service on
the Board of Directors. Each director elected to receive such deferred payments
either in a lump sum or in certain installments after leaving the Board. The
Board terminated further contributions to this plan effective December 31, 1995.
At the same time, the Board increased the annual retainer from $12,600 to
$14,100 (which was the first retainer increase since 1989), in an amount equal
to the terminated contribution to the Retirement Compensation Plan.
Finally, non-employee directors may also elect to receive discounted stock
options, under the Company's 1989 Stock Option Plan, which are in lieu of and
have a fair market value at time of grant equal to the elected portion of the
annual retainer otherwise payable to the director.
The Company maintains a liability insurance policy with the Chubb Group of
Insurance Companies covering part of the Company's statutory rights and
obligations to indemnify directors and officers and partially covering directors
and officers in some instances in which they might not otherwise be indemnified
by the Company. The current policy is for a one year term (expiring July 29,
1996) at a cost of approximately $93,100.
5
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the table below is information as of March 1, 1996 with
respect to the number of shares of Common Stock of the Company beneficially
owned by each director and certain executive officers of the Company and by all
directors and officers as a group. For purposes of this table, an individual is
considered to "beneficially own" any shares of Common Stock (i) over which he or
she exercises sole or shared voting or investment power or (ii) of which he or
she has the right to acquire beneficial ownership at any time within 60 days
after March 1, 1996.
<TABLE>
<CAPTION>
(B)
(A) ------------------------------
--------------------- NUMBER OF SHARES, INCLUDING
OPTION SHARES OPTION SHARES SHOWN IN
WHICH MAY BE ACQUIRED COLUMN (A), BENEFICIALLY OWNED
WITHIN 60 DAYS AS OF MARCH 1, 1995(A)(B)
--------------------- ------------------------------
<S> <C> <C>
Hugh K. Coble................................. -- 1,408
Curtis E. Daily............................... 34,180 69,254(c)(d)
Robert E. Frazer.............................. -- 4,842
Ernest Green.................................. 2,114 5,792
John S. Haddick............................... 51,480 131,452(c)(d)
Diane C. Harris............................... 394 2,032
Bruce E. Hines................................ 30,590 63,098(c)(d)
William M. Jordan............................. 44,340 124,999(c)(d)
Richard L. Molen.............................. -- 1,200
James F. Schorr............................... -- 5,187
George A. Shedlarski.......................... 26,650 68,879(c)(d)
Kevin E. Sheehan.............................. -- 2,112
Mark E. Vernon................................ 21,480 40,680(d)
James S. Ware................................. 30,097 1,097,863(e)
R. Elton White................................ 788 1,688
19 Directors and Officers as a Group.......... 293,869 1,784,570(c)(d)
</TABLE>
- ---------------
(a) Unless otherwise indicated, voting power and investment power are exercised
solely by the named individual or are shared by such individual and his or
her immediate family members.
(b) Other than Mr. Ware, who beneficially owns about 4.4%, no director or
officer beneficially owns in excess of 1% of the outstanding shares of
Common Stock of the Company. All directors and officers as a group own 7.2%
of the outstanding shares of Common Stock of the Company. Percentages are
calculated on the basis of the number of shares outstanding at March 1, 1996
plus the number of shares subject to outstanding options held by the
individual or group which are exercisable within 60 days thereafter.
(c) Includes the following shares held as of December 31, 1995 by The Duriron
Company, Inc. Savings and Thrift Plan Trust for the following individuals:
Mr. Haddick -- 2,539; Mr. Jordan -- 10,498; Mr. Hines -- 1,806; Mr.
Shedlarski -- 4,409; Mr. Daily -- 1,632; and all directors and officers as a
group -- 28,732. This plan's participants have the right to vote shares held
for their accounts in this plan, but disposition of the shares is restricted
and may be made only in accordance with the terms of the plan.
(d) Includes 7,500 shares each held by Mr. Jordan, Mr. Hines, Mr. Shedlarski and
Mr. Daily and 15,000 shares held by Mr. Vernon, and 87,900 shares held by
all directors and officers as a group, which are subject to restrictions on
resale and forfeiture back to the Company, but which have full voting and
dividend rights and which are eligible for deferral until termination of
service.
(e) Includes 4,529 shares held as Trustee of the James S. Ware Trust, 155,660
shares held as Trustee of the T. R. Ware "Grantor Retained Annuity Trust"
("GRAT"), 155,660 shares held as Trustee of the J. A. Ware GRAT, 137,795
shares held as Trustee of the Margaret M. Ware Trust, 298,014 shares held as
Custodian of the James S. Ware Agency Account, 155,660 shares held as
Trustee of the J. S. Ware GRAT, 155,660 shares held as Trustee of the S. D.
Ware GRAT, and 4,788 shares allocated to the individual account of James S.
Ware under the Durametallic ESOP.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning the
compensation provided by the Company to the Chief Executive Officer and its four
other highest compensated officers in 1995.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------- PAYOUTS
---------------------------------------- -------
(E) (F) (G)
OTHER RESTRICTED SECURITIES (H) (I)
(C) (D) ANNUAL STOCK UNDERLYING LTIP ALL OTHER
(A) (B) SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
NAME OF PRINCIPAL POSITION YEAR ($)(2) ($)(3) ($)(4) ($)(5) (#) ($)(6) ($)(7)
- ----------------------------- ----- -------- -------- ------------ ---------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William M. Jordan............ 1995 298,615 324,873(8) 0 0 12,000 0 11,630
President and Chief 1994 275,000 262,078 42 0 12,000 0 4,221
Executive................
Officer 1993 265,980 101,120 1,467 0 8,000 69,120 2,208
Bruce E. Hines............... 1995 197,617 168,822(8) 0 0 7,000 0 11,237
Senior Vice President and 1994 182,200 132,867 0 0 6,750 0 5,473
Chief Administrative 1993 180,861 64,228 0 0 4,500 57,960 5,426
Officer
George A. Shedlarski......... 1995 194,363 144,191 0 0 7,000 0 10,042
Group Vice President 1994 179,200 115,101 0 0 6,750 0 5,274
1993 177,631 50,783 0 0 4,500 43,680 2,664
Curtis E. Daily.............. 1995 175,047 143,710 0 0 7,000 0 10,042
Group Vice President 1994 155,435 126,184 0 0 6,750 0 5,274
1993 137,677 35,105 0 0 4,500 29,280 4,130
Mark E. Vernon............... 1995 178,551 127,948 0 0 7,000 0 18,509
Group Vice President 1994 163,982 86,658 0 0 6,750 0 11,395
1993 154,195 61,746 0 225,000 10,000 36,666 13,112
</TABLE>
- ---------------
(1) The salary, annual bonus and long term payouts may be deferred with interest
by the recipient until retirement. The annual bonus and long term payouts
may also be deferred in the form of Common Stock.
(2) No increase in the base salary of these officers was made in 1994, except
for a promotional increase to Mr. Daily.
(3) Reflects annual bonus earned but actually paid in following calendar year.
(4) Does not include value of certain perquisites which are less than 10% of
annual salary but includes certain interest credited to deferred
compensation.
(5) Messrs. Jordan, Hines, Shedlarski and Daily received a special grant of
15,000 shares of restricted stock in 1991 at the then current market value
of $14.80 (adjusted for a three-for-two split in 1994) per share, and Mr.
Vernon received a counterpart grant in 1993 at then current (and so
adjusted) market value of $15.00 per share. At the market price on December
31, 1995, the restricted shares have an aggregate value of $350,625 per
individual. One-half of the restricted stock grant to Messrs. Jordan, Hines,
Daily and Shedlarski vested in February, 1996 and is no longer restricted.
The remaining restricted shares represent the only such restricted holdings
of such officers. Regular dividends are payable and voting rights apply on
all such restricted shares, which may be deferred.
(6) Based on three year performance plan ending in December of noted year but
actually paid in following year. Payment to all above named officers was
one-half cash and one-half shares of Common Stock of the Company at then
equal fair market value.
(7) Reflects Company contributions to officer accounts in defined contribution
benefit plans (which are generally available to salaried employees) in the
following amounts: Jordan -- $5,400; Hines -- $5,400; Shedlarski -- $5,400;
Daily -- $5,400 and Vernon -- $13,860 (Mr. Vernon participates in a Company
subsidiary's profit sharing plan in which no other officers participate).
Also reflects the computation, under SEC rules, of the actuarial value to
these officers of the non-term portion of an executive "split dollar" life
insurance program, in the following amounts: Jordan -- $6,230; Hines --
$5,837; Shedlarski -- $4,642; Daily -- $4,642 and Vernon -- $4,649.
(8) Mr. Jordan elected to take all his 1995 bonus, and Mr. Hines elected to take
one-half of his 1995 bonus, in the form of 12,709 shares and 3,383 of Common
Stock, respectively, payable after retirement, which resulted in all of Mr.
Jordan's and one-half of Mr. Hines' bonus being increased 5% in value over
its cash equivalent under the applicable executive incentive plan. The
procedure for determining the number of shares payable in lieu of cash is
also fixed under this plan.
7
<PAGE> 10
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the grant of Stock
Options under the Company's 1989 Stock Option Plan to its executives shown on
the Summary Compensation Table. No Stock Appreciation Rights were granted in
1995 either in tandem with such Stock Options or otherwise, and no previously
outstanding Stock Options were amended in 1995 to change the exercise price.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
(B) (C) APPRECIATION FOR OPTION
NUMBER OF % OF TOTAL TERM
SECURITIES OPTIONS (D) -----------------------
UNDERLYING GRANTED TO EXERCISE OR (E)
(A) OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION (F) (G)
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- -------------------------------- ------------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
William M. Jordan............... 12,000 9.88% $ 27.5625 10/19/05 $208,007 $527,130
Bruce E. Hines.................. 7,000 5.76% $ 27.5625 10/19/05 $121,337 $307,493
Curtis E. Daily................. 7,000 5.76% $ 27.5625 10/19/05 $121,337 $307,493
George A. Shedlarski............ 7,000 5.76% $ 27.5625 10/19/05 $121,337 $307,493
Mark E. Vernon.................. 7,000 5.76% $ 27.5625 10/19/05 $121,337 $307,493
</TABLE>
- ---------------
(1) All Stock Options granted were for a ten year term. Of these options, the
following were granted as incentive stock options: Mr. Jordan -- 0; all
others -- 3,108. The remaining options granted to each executive were
nonqualified. The exercise price of all these Stock Options was equal to the
fair market value on the date of grant, with pro rata vesting occurring on
each grant anniversary until fully vested on the third anniversary of grant.
All these Stock Options have tandem limited rights which, in general, allow
the optionee to receive the value of the Stock Option in the event of a
change of control of the Company.
8
<PAGE> 11
OPTION/SAR EXERCISES AND HOLDINGS
For the executives named in the Summary Compensation Table, the following
table sets forth information concerning the exercise of Stock Options and/or
SARs during 1995 and the unexercised Stock Options and SARs held by such
executives as of the end of 1995.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(D)
(E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S OPTIONS/SAR'S
(B) AT FY-END(#) AT FY-END($)
SHARES (C) ------------- ----------------
(A) ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#)(1) REALIZED($) UNEXERCISABLE UNEXERCISABLE(2)
- -------------------------------- -------------- ----------- ------------- ----------------
<S> <C> <C> <C> <C>
William M. Jordan............... -- -- 44,340/28,560 408,327/120,550
Bruce E. Hines.................. 7,000 94,703 20,477/26,623 186,222/152,404
Curtis E. Daily................. 3,540 57,384 22,485/27,065 228,650/156,127
George A. Shedlarski............ 5,000 79,376 26,650/15,850 222,812/64,031
Mark E. Vernon.................. 900 10,462 11,032/23,568 88,183/126,784
</TABLE>
- ---------------
(1) Mr. Hines and Mr. Shedlarski paid the exercise price for certain shares
through the exchange of previously owned shares of Common Stock, so that Mr.
Hines and Mr. Shedlarski realized a net increase in share holdings of 5,082
and 3,082, respectively, as the result of these exercises.
(2) Based upon the excess, where applicable, of the market value of $23.375 per
share at December 31, 1995, of the shares covered by Stock Options held by
these officers, over the applicable exercise prices of such Stock Option
shares.
9
<PAGE> 12
LONG-TERM INCENTIVE PLAN
The following table provides information concerning awards made for 1995
under the Company's Long-Term Incentive Plan to the executives shown on the
Summary Compensation Table.
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
-------------------------------------------
(B) (C)
NUMBER OF SHARES, PERFORMANCE OR OTHER (D) (E) (F)
(A) UNITS OR OTHER PERIOD UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#)(1) OR PAYOUT(2) ($ OR #)(3) ($ OR #)(4) ($ OR #)(5)
- --------------------------- ----------------- ----------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
William M. Jordan(6)....... 1,516 Units February 1998 Payout 758 Units 1,516 Units 3,032 Units
Bruce E. Hines(6).......... 953 Units February 1998 Payout 477 Units 953 Units 1,906 Units
Curtis E. Daily(7)......... 716 Units February 1998 Payout 358 Units 716 Units 1,432 Units
George A. Shedlarski(7).... 716 Units February 1998 Payout 358 Units 716 Units 1,432 Units
Mark E. Vernon(7).......... 716 Units February 1998 Payout 358 Units 716 Units 1,432 Units
</TABLE>
- ---------------
(1) Each unit valued at $100.00.
(2) Performance measured against preestablished performance goal (three year net
asset return goal as determined on the basis of a premium over a published
independent index of capital spending by Company's primary markets) for all
awardees for the three year period of January 1, 1995 through December 31,
1997. Any payment to the above named officers will be one-half cash and
one-half in shares of Common Stock at then equivalent fair market value.
(3) Payout at threshold (80% of "net asset return" performance target) is 50% of
grant.
(4) Payout at target is 100% of grant.
(5) Maximum payout (125% of "net asset return" performance target and stipulated
revenue growth over capital spending rate of such index) is 200% of grant.
(6) Target unit award is 45% of salary midpoint of position held.
(7) Target unit award is 35% of salary midpoint of position held.
10
<PAGE> 13
PENSION PLANS
The following table shows the estimated annual pension benefits payable to
a covered participant at normal retirement age of 65 under the Company's
qualified defined benefit pension plan and under a nonqualified supplemental
pension plan that provides certain additional retirement benefits that would
otherwise be denied participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits, based on remuneration that is covered
under the plans and years of service with the Company. All executive officers
listed in the Summary Compensation Table except Mr. Vernon are covered by these
plans.
PENSION PLAN TABLE (1)
<TABLE>
<CAPTION>
YEARS OF SERVICE(2)
-------------------------------------------------------------
REMUNERATION(3) 15 20 25 30 35
- --------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 200,000 39,667 52,890 66,112 79,334 92,557
300,000 60,667 80,890 101,112 121,334 141,557
400,000 81,667 108,890 136,112 163,334 190,557
500,000 102,667 136,890 171,112 205,334 239,557
600,000 123,667 164,890 206,112 247,334 288,557
700,000 144,667 192,890 241,112 289,334 337,557
</TABLE>
(1) Benefits are calculated as annual straight life annuity amounts beginning at
age 65 and are not reduced by any federal Social Security benefits. Optional
payment forms of actuarial equivalence are also available.
(2) Current credited years of service for pension benefit calculation: Jordan --
23; Shedlarski -- 23; Hines -- 24; Daily -- 31.
(3) Covered compensation for pension benefit calculation includes only base
salary and annual bonus shown on the Summary Compensation Table. The benefit
calculation is based upon average annual base salary and annual bonus for
the three highest consecutive years during the participant's last ten years
preceding retirement.
11
<PAGE> 14
REPORT OF COMPENSATION COMMITTEE
CONCERNING EXECUTIVE COMPENSATION
OVERALL COMPENSATION POLICY AND BENCHMARK EVALUATION PROCESS
The Compensation Committee of the Board consists of five directors, none of
whom is a present or former officer or employee of the Company. The
Board-adopted statement of purposes and responsibilities of the Compensation
Committee states that the Committee is charged with the broad responsibility of
seeing that officers and key management personnel are effectively compensated in
terms of salaries, supplemental compensation and benefits which are internally
equitable and externally competitive. Within that framework, and in order to tie
compensation directly to performance, the Committee has adopted an "incentive-
leveraged" compensation policy which offers the Company's officers the
opportunity to supplement their base salaries with substantial cash and
stock-based incentives, all as more fully described below. The Committee
believes that this incentive leveraged policy was a contributing factor in
motivating executive management to guide the Company to record annual sales, net
earnings, incoming business and market price of an outstanding share of Common
Stock in 1995.
The Committee has established, for all officer personnel, including the
Chief Executive Officer, a compensation policy which would place the officers'
total annual cash compensation at the sixty-fifth percentile of companies of
comparable size, if the Company attains its target financial goals under its
incentive plans described hereafter. The Committee established this sixty-fifth
percentile benchmark based upon data received by the Committee from Hay
Associates. The Hay database included a broad cross section of companies in
order to allow the Committee to consider overall executive compensation trends.
In 1995, the Committee completed an independent comprehensive overall review of
the Company's executive compensation programs, including consideration of
several specially commissioned reports prepared by Hewitt Associates. The
Committee tested and validated the accuracy of the Hay data used to establish
this 65th percentile benchmark by comparing it to the counterpart benchmark
calculated by Hewitt Associates, which used a job title/survey methodology in
comparison to the Hay Point methodology.
INCENTIVE PLANS -- DESIGN AND STRATEGY
Annual and Long-Term Incentive Plans allow opportunities, through effective
performance against goals, for significant additional cash and stock
compensation for the Chief Executive Officer and other officers. Performance
goals, which must be met in order to earn payment of incentive compensation
target awards, are set to reward superior performance, and incentive awards are
payable only if the Company achieves or exceeds predetermined results against
quantitative financial performance measures designed to benefit shareholders,
such as return on shareholders' equity, economic value added, and/or return on
net assets ("RONA"). During 1995, for the Company's Chief Executive Officer,
annual and long-term incentives were set, when combined, to be 110% of his
individual salary range midpoint if all goals were met. In comparison, the total
combined annual and long-term incentives were set within a band of 85% to 100%
of salary range midpoint for other officers listed in the Summary Compensation
Table on page .
Both the Annual and Long-Term Plans contain a leveraged payment schedule
for performance both above the minimum performance threshold and above goal.
Under this approach, performance above the threshold but below goal gives rise
to awards which are a lesser percentage of the target payment than the level of
goal attainment actually achieved. Under the Annual Plan, for example,
attainment of 75% of goal
12
<PAGE> 15
performance (the minimum threshold for any payment), provides an award of 40% of
the target payment. However, the attainment of above goal performance gives rise
to payments which are a higher percentage of the target payment than the
percentage of goal actually attained. Under another Annual Plan example,
attainment of 125% of goal provides an award which is 150% of the target payment
(or the maximum award payable under the Annual Plan).
The specific performance goals under these incentive plans are established
by the Compensation Committee. In the case of the Annual Plan, the goals for a
year are set at or before the beginning of the year and, for the Long-Term Plan,
the goals for a "performance cycle" (customarily three years) are set at or
before the beginning of the cycle. Return on net assets (RONA) goals were
selected by the Committee as the predominant measure of performance for both the
year 1995 under the Annual Plan (as applicable to executive officers) and for
the 1993-95 performance cycle under the Long-Term Plan. In the case of the 1995
Annual Plan, the 1995 RONA goals for all officers were fixed and based on
attainment of the Company's financial objectives under its 1995 business plan
approved by the Committee in December, 1994. In the case of the 1993-95 cycle of
the Long-Term Plan, a RONA goal was set in February, 1993 through indexation
(within a predetermined range) to a fixed premium over an independently
calculated and published rate of growth in capital spending over this three year
period in the primary industries which the Company's principal products serve.
This same RONA based approach was used by the Committee in establishing the
Long-Term Plan cycles covering 1994-96 and 1995-97 periods.
In contrast to this RONA based Long-Term Plan design, the Committee, at its
December, 1995 meeting, adopted an "economic value added" ("EVA") based
Long-Term Plan for the 1996-98 period. Under this EVA approach, the Long-Term
Plan will be based upon the concept that awards will be earned by participants
only when the Company earns more than its cost of capital (i.e., weighted equity
and debt capitalization) over the applicable measurement periods. The target
compensation level for the Chief Executive Officer and the other officers noted
in the Summary Compensation Table was left unchanged from the prior plan design
under this new EVA based plan.
INCENTIVE PLANS -- 1995 RESULTS
Consistent with the Company's record net earnings in 1995, Mr. Jordan and
the other officers received awards under the 1995 Annual Plan, since the
Company's financial performance met or exceeded the applicable pre-established
financial goals. Mr. Jordan's award was equivalent to 109% of his 1995 salary,
while the counterpart range of awards for the other officers noted in the
Summary Compensation Table extended from 71% to 85%. In addition to the higher
annual incentive leverage of Mr. Jordan's total cash compensation plan, the
diversity in such percentages derived from the fact that the RONA target for Mr.
Jordan was solely based on total corporate performance, while the officers in
charge of operating business units had a portion of their RONA target based only
upon the RONA performance of the business units for which they were directly
responsible. Pursuant to an Annual Plan provision adopted by the Committee to
incent officers to invest their Annual Plan awards in Common Stock, Mr. Jordan
received a 5% increase in his award by electing a stock award. Two other
officers made similar elections covering all or a portion of their awards.
No awards were made for the 1993-95 performance cycle of the Long-Term
Plan, since the Company's performance during this three year period did not meet
the minimum level for payment.
13
<PAGE> 16
STOCK-BASED PLANS
Stock-based forms of incentive compensation utilized by the Company include
stock options and restricted stock awards. As well as providing incentives,
these programs enhance the commonality of interests between shareholders and
management by encouraging increased share ownership by management. With regard
to stock options, the Committee has adopted a stock option plan administration
policy where options are granted annually to officers and selected other key
employees. The number of options granted in 1995 to Mr. Jordan and the other
officers was based, in general, upon their respective salary range midpoints,
the market price of a share of Common Stock at date of grant and their past
receipt of stock option grants. The Committee also then considered certain
subjective factors in approving these grants, including the individual job
performance of the applicable officer recipients and their ability to help the
Company achieve future goals.
The Committee has adopted an Equity Incentive Plan, the purposes of which
include requiring current officers to make a personal cash investment in Common
Stock (unless waived by the Committee) and providing participants with
substantial incentives to increase share value. Participants in the Plan include
all individuals noted in the Summary Compensation Table. Features of the Plan
include a one-time grant of both 15,000 shares of Restricted Stock and of a
Stock Option covering 15,000 shares to each participant. The Plan also requires
participants, in order to receive full Plan benefits, not to sell any of their
Common Stock acquired from any source during the ten year term following their
grant without Committee consent. Plan participants may only exercise Stock
Options granted under the Plan to the extent that they have otherwise acquired
Common Stock during this term. All of this Restricted Stock is forfeited if the
participant's employment with the Company terminates (for any reason other than
death, disability or retirement) prior to the fifth anniversary of his grant.
One-half of the Restricted Stock award is forfeited if the participant's
employment terminates prior to the tenth anniversary of his grant. Plan
participants are also required to accept at least one-half of any applicable
Long-Term Plan awards in the form of Common Stock. Mr. Vernon received a grant
under this Plan in 1993, while the other officers listed in the Summary
Compensation Table received their counterpart grants in 1991. The Committee also
added one new participant to the Equity Incentive Plan in February, 1996. This
occurred as the result of the Company's acquisition of Durametallic and the
Board's appointment of a new corporate officer from Durametallic management to
serve as the Company's Group Vice President of this new subsidiary of the
Company.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has not formally adopted a policy with regard to qualifying
executive compensation plans for tax deductibility under Internal Revenue Code
Section 162(m), which generally limits the corporate tax deduction for
compensation paid to certain executive officers named in the Proxy Statement to
$1 million per year. Current Company executive compensation is below the level
at which this tax limitation would apply.
K. E. Sheehan, Chairman
R. E. Frazer
E. Green
R. L. Molen
J. F. Schorr
14
<PAGE> 17
COMPANY STOCK
PERFORMANCE GRAPH
The following chart compares the cumulative total return, assuming monthly
reinvestment of dividends, of the Company's Common Stock for the five year
period beginning December 31, 1990 against (i) the Standard & Poor's
Machinery-Diversified Index (which is comprised of companies also in the heavy
duty capital equipment industry) and (ii) the Standard & Poor's 500 Index (which
is a broad equity market index).
<TABLE>
<CAPTION>
S&P Machin-
Measurement Period ery-Diversi-
(Fiscal Year Covered) The Company S&P 500 fied
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 127.70 130.47 118.88
1992 139.28 140.41 121.30
1993 135.54 154.56 179.60
1994 157.41 156.60 174.83
1995 211.49 215.45 215.75
</TABLE>
15
<PAGE> 18
EMPLOYMENT AGREEMENTS
The Company is a party to contracts with Messrs. Jordan, Hines, Daily,
Shedlarski and Vernon and certain other officers and key employees of the
Company providing for, among other things, the payment of severance benefits in
the event that the individual's employment with the Company is terminated under
specified circumstances within two years after a change in control of the
Company. The severance benefits under each contract include, among other things,
payment of the following: (i) twice the sum of the individual's base annual
salary plus the average amount awarded to the individual under any incentive
compensation plan or arrangement for the two preceding years; (ii) the value of
any outstanding Stock Options held by the individual under any Stock Option plan
of the Company, determined in accordance with a formula set forth in the
contract; (iii) a supplemental pension payment equivalent to the additional
benefit which would be earned for two additional years of service; and (iv) all
legal fees and expenses incurred by the individual as a result of his
termination of employment. The term of each such contract continues until
December 31, 1996, subject to extension beyond that date by agreement of the
parties.
The Company has also entered into a supplemental pension agreement with Mr.
Jordan under which Mr. Jordan is entitled to a nonqualified pension supplement
upon retirement. The supplement is computed by calculating the amount necessary
for Mr. Jordan to receive the same total pension benefit at attainment of age 60
that he would receive under the Company's existing qualified and nonqualified
pension plans at age 65.
In connection with the Company's acquisition of Durametallic on November
30, 1995, the Company assumed liability for the following agreements already
consummated between Mr. Ware and Durametallic: (i) a "Consulting Agreement"
dated April 12, 1991 (the "Consulting Agreement"); (ii) a "Senior Executive
Death Benefit Agreement," also dated April 12, 1991 (the "Death Benefit
Agreement") and (iii) an "Executive Severance Agreement" dated January 6, 1994
(the "Severance Agreement"). Under the Consulting Agreement, Mr. Ware agreed to
provide consulting services to Durametallic for ten years following his
retirement (which is scheduled to begin April 12, 1996) in return for
compensation of $110,000 per year. Under the Death Benefit Agreement,
Durametallic is obligated to pay Mr. Ware's designated beneficiary or estate
$100,000 per year if he dies while employed by Durametallic or while acting as a
consultant for Durametallic for a period ending on the tenth anniversary of his
retirement as an employee. Mr. Ware is entitled to receive approximately
$985,000 from Durametallic under the Severance Agreement (or its equivalent
present value in installment payments), since the Company's acquisition of
Durametallic triggered Mr. Ware's payment rights under the Severance Agreement
upon his retirement. The Company separately entered into another personal
services agreement ("Services Agreement") with Mr. Ware on September 11, 1995
(which was contingent upon the now fulfilled condition that the Company's
acquisition of Durametallic be completed). Under the Services Agreement, the
Company agreed to provide Mr. Ware with an executive "split dollar" life
insurance policy in the amount of $5,000,000 in return for Mr. Ware providing
certain additional executive services directly to the CEO of the Company in
connection with the management of Durametallic after the acquisition. He also
agreed under the Services Agreement to remain as Chairman of Durametallic for up
to three years after his retirement as CEO of Durametallic, at the Company's
election, as additional consideration for this life insurance benefit.
16
<PAGE> 19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth in the following table is information about the only parties
known by the Company to be a beneficial owner of more than five percent (5%) of
the outstanding shares of Common Stock. This information is based upon filings
made with the Securities and Exchange Commission and the Company by such
parties.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED OF THE CLASS
- ---------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
FMR Corp. (a)
82 Devonshire Street
Boston, Massachusetts 02109......................................... 2,485,950 10.2%
RCM Capital Management (b)
Four Embarcadero Center, Suite 3000
San Francisco, California 94111..................................... 1,810,300 7.4%
</TABLE>
- ---------------
(a) FMR Corp. ("Fidelity") has represented that such shares were acquired by
itself and its affiliated entities in the ordinary course of its investment
business and were not acquired for the purpose of and do not have the effect
of changing or influencing control of the Company. Fidelity has further
represented that Fidelity has sole voting power over 588,900 shares and sole
dispositive power over 2,485,950 shares.
(b) RCM Capital Management ("RCM") has represented that such shares were
acquired by itself and its affiliated entities in the ordinary course of its
investment business and were not acquired for the purpose of and do not have
the effect of changing or influencing control of the Company. RCM has
further represented that RCM has sole voting power over 1,586,300 shares and
sole dispositive power over 1,810,300 shares.
APPOINTMENT OF INDEPENDENT AUDITORS
At the recommendation of the Audit/Finance Committee, the Board has
appointed Ernst & Young LLP as independent auditors for the Company for the year
1996, subject to approval by the shareholders. Unless otherwise directed by the
giver of the Proxy, it is intended that the persons acting under the
accompanying Proxy vote the shares represented thereby in favor of approval of
such appointment.
Ernst & Young LLP has performed an audit of the Company's financial
statements annually since 1956. It is anticipated that representatives of Ernst
& Young LLP will be present at the Annual Meeting to respond to appropriate
questions and to make a statement if such representatives so desire.
Under New York law, this approval of the appointment of Ernst & Young LLP
requires a majority of votes cast on the proposal at the Annual Meeting.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE APPOINTMENT OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 1996.
17
<PAGE> 20
OTHER BUSINESS
The Board of Directors does not know of any other matters of business which
may be brought before the Annual Meeting. However, it is intended that, as to
any such other matters or business, a vote may be cast pursuant to the
accompanying Proxy in accordance with the judgment of the person or persons
voting such Proxy.
SHAREHOLDERS' PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's Proxy
Statement and form of Proxy for the 1997 Annual Meeting of Shareholders must be
received by the Company at 3100 Research Boulevard, Dayton, Ohio 45420,
Attention: Secretary, on or before November 14, 1996 in order to be eligible for
such inclusion. The 1997 Annual Meeting of Shareholders is tentatively scheduled
to be held on April 24, 1997, with such date being subject to change.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing this Proxy Statement and the
accompanying form of Proxy will be borne by the Company. Banks, brokerage houses
and other custodians, nominees and fiduciaries will be requested to forward
Proxy materials to their principals and to obtain authorization for the
execution of Proxies. Directors, officers and regular employees of the Company
may solicit Proxies personally from some shareholders if Proxies are not
received promptly. The Company will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses in
handling Proxy materials.
THE DURIRON COMPANY, INC.
By RONALD F. SHUFF
Secretary
18
<PAGE> 21
THE DURIRON COMPANY, INC.
P PROXY FOR ANNUAL SHAREHOLDERS' MEETING -- APRIL 25, 1996
R SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
O
X The undersigned hereby appoints JOHN S. HADDICK and WILLIAM M.
Y JORDAN, or either one of them, attorneys and proxies, with power of
substitution and with all the powers which the undersigned would
possess if personally present, to vote all of the shares of Common
Stock of the undersigned in The Duriron Company, Inc. at its Annual
Meeting of its Shareholders to be held at 1:30 p.m. on Thursday,
April 25, 1996, at 2100 Factory Street, Kalamazoo, Michigan, and at
any adjournment thereof, as follows:
1. Election of three directors each for a three year term
and one director for a one year term:
THREE YEAR TERM: John S. Haddick, Kevin E. Sheehan
and R. Elton White
ONE YEAR TERM: James S. Ware
2. Approval of the appointment of Ernst & Young LLP as
independent Auditors
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 22
\ X \ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval of the / / / / / / 3. In their discretion, the
Directors appointment of Proxies are authorized
(see reverse) Ernst & Young LLP. to vote upon such other
business as may properly
come before the meeting.
For, except vote withheld from the THIS PROXY, WHEN PROPERLY
following nominee(s): EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED
---------------------------------------- HEREIN BY THE UNDERSIGNED
SHAREHOLDER(S). IF NO
DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
SIGNATURE(S) DATE
------------------------------------------------------ -------------
SIGNATURE(S) DATE
------------------------------------------------------ -------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full title as such.
</TABLE>
