<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
CENTRUM INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
[CENTRUM INDUSTRIES LETTERHEAD]
August 25, 1997
Dear Shareholder:
We are pleased to report that in 1997, Centrum Industries, Inc. passed the $70
million mark in annual revenues resulting in record earnings of $2.4 million
for the year ended March 31, 1997.
This performance was made possible by the successful assimilation of McInnes
Steel combined with the continued strong performance of the motor production
systems group. The remaining group within the company, material handling
systems, saw a decline in both sales and operating income caused primarily by
customer reschedules. This group's backlog remains strong and performance is
expected to recover somewhat in fiscal 1998.
Several noteworthy events took place in the past year that are important to the
future growth of the company. In March of 1997, Micafil entered into a joint
venture with Axis, S.p.A. of Florence, Italy to jointly manufacture, develop,
service and market motor production systems. The combination of the
capabilities of Micafil and Axis makes the joint venture one of the strongest
players in this market.
Also in March of 1997, the company re-aligned key management at American
Handling and has recently installed a new team that is committed to aggressive
growth of our material handling systems group.
In June of 1997, the company acquired the assets of Taylor Forge, a large
producer of steel seamless rolled rings. This acquisition permits the McInnes
group to produce rings ranging in size from 4" in diameter (2 lbs.) up to 160"
in diameter (11,000 lbs.). This capability covers over 90% of the total market
and makes us one of the largest producers in the industry.
These key events have set the stage for further internal growth during the next
few years. Additionally, we remain committed to our strategy of selective
acquisition within our core businesses and expect to complete at least one
further acquisition during the current fiscal year.
In summary, Centrum today is a far cry from what it was several years ago. We
have had three consecutive years of increasing profitability. The company
currently employs over five hundred people, and we have shareholders' equity in
excess of $8.5 million. The combined support of shareholders and employees has
made this success possible. There is much more to be done, however, as we are
still a "work in process" and we must continue to sustain our growth to
convince the financial markets of our ultimate shareholder value.
Sincerely,
George H. Wells
- -----------------------------
George H. Wells
Chairman
President/Chief Executive Officer
<PAGE> 3
[CENTRUM INDUSTRIES LETTERHEAD]
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
THURSDAY, OCTOBER 2, 1997
TO THE HOLDERS OF SHARES OF COMMON STOCK:
Notice is hereby given that the Annual Meeting of the Shareholders of Centrum
Industries, Inc. (the "Corporation") will be held at THE CROWNE PLAZA HOTEL IN
SALONS E & F, TWO SEAGATE/SUMMIT STREET, TOLEDO, OHIO, ON THURSDAY, OCTOBER 2,
1997 AT 3:00 P.M. (EST), for the purpose of considering and voting upon the
following matters:
1. The election of eight (8) Directors to serve a one (1) year term or
until their successor shall have been appointed and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof. The Board of Directors at present knows of
no other business to be presented by or on behalf of the Corporation.
Shareholders of record at the close of business on August 15, 1997 are the only
shareholders entitled to notice of and to vote at the Annual Shareholders
Meeting. Shareholders of the Corporation will be entitled to one (1) vote per
share of common stock registered in their name. Shareholders of Poly Company of
America, Inc. will be entitled to one (1) vote per five (5) shares of Poly
Company of America, Inc. stock registered in their name.
By order of the Board of Directors,
GEORGE H. WELLS
Chairman
President and Chief Executive Officer
August 18, 1997
IMPORTANT
---------
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY SHEET IN THE ENCLOSED SELF-ADDRESSED ENVELOPE AS
PROMPTLY AS POSSIBLE.
NO POSTAGE IS REQUIRED.
<PAGE> 4
PROXY STATEMENT
GENERAL INFORMATION
This Proxy statement is furnished in connection with the solicitation
by the Board of Directors of Centrum Industries, Inc., (the "Corporation") of
proxies to be voted at the Annual Meeting of the Shareholders to be held on
Thursday, October 2, 1997, at The Crowne Plaza Hotel in Salons E & F, Two
SeaGate / Summit Street, Toledo, Ohio, at 3:00 EST, in accordance with the
foregoing notice.
The solicitation of proxies on the enclosed form is made on behalf of
the Board of Directors of the Corporation. All costs associated with the
solicitation will be borne by the Corporation. The Corporation does not intend
to solicit proxies other than by the use of the mails, but certain officers or
Directors of the Corporation or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The proxy materials are first being mailed to shareholders on
or about August 22, 1997.
Any shareholder executing a proxy has the right to revoke it by the
execution of a subsequently dated proxy, by written notice delivered to the
President of the Corporation prior to the exercise of the proxy or in person by
voting at the meeting. The shares will be voted in accordance with the
meeting. The shares will be voted in accordance with the direction of the
shareholders as specified on the proxy. In the absence of instructions, the
proxy will be voted "FOR" the election of the eight (8) persons listed in this
Proxy Statement.
VOTING SECURITIES
Only shareholders of record at the close of business on August 15,
1997 will be eligible to vote at the Annual Meeting or any adjournment there
of. As of August 15, 1997, the corporation has 8,463,237 shares of $.05 par
value common stock which includes all of the unexchanged shares of Energy
Resources of North Dakota, Inc., par value $.05 per share and all of the
unexchanged shares of the Poly Company of America, Inc., par value $.01 per
share, which are the equivalent of 163,175 shares of common stock, $.05 par
value of the Corporation. Shareholders are entitled to one (1) vote for each
share of common stock owned in the Corporation or Energy Resources of North
Dakota, Inc. and one (1) vote for each five (5) shares of common stock owned in
Poly Company of America, Inc.
Shareholders shall have the right to vote for up to eight directors.
Each shareholder may vote for any or all candidates or may vote for any other
person they deem suitable, however, each shareholder may only cast one vote for
each candidate they select.
All Directors and Executive Officers of the Corporation as a group
comprised of ten (10) individuals, beneficially hold 3,226,589 shares of the
Corporation's common stock as of May 31, 1997, representing 38.5 percent of the
outstanding common stock of the Corporation.
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS AND INFORMATION
WITH RESPECT TO DIRECTORS AND OFFICERS
The Board of Directors herein nominates the following persons as
Directors for the ensuing year with certain information set forth below about
each nominee as of May 31, 1997:
George H. Wells, age 53, currently a director, is Chairman of the
Board, President and Chief Executive Officer of the Corporation. From
1990 to October 1991, he served as President and Chief Executive
Officer of Doehler-Jarvis, a Toledo, Ohio-based producer of die cast
and semi-permanent mold aluminum components utilized by the automotive
industry and in general industrial applications. From 1985-1989, he
served as President and Chief Operating Officer and as a Director of
National Forge Company of Irvine, Pennsylvania, which produced
precision machined components. Mr. Wells has been a Director since
1992.
William C. Davis, age 51, currently a Director, is Chairman of the
Board of Continental Capital Corporation. He graduated from Ohio
Northern University in 1968 with a degree in Business Administration.
He has more than 20 years of experience in finance, marketing and
business. Mr. Davis has been a Director since 1988.
Robert J. Fulton, age 54, currently a Director, President and Chief
Executive Officer of Hoeganaes Steel Company, a major supplier of
powder metals, previously served Centrum as an officer and consultant.
From 1990 until December 1992, he served as Executive Vice President
and Chief Operating Officer of Doehler-Jarvis, a Toledo-based
producer of die cast and semi-permanent mold aluminum
components utilized by the automotive industry and in general
industrial applications. From 1986 through 1990, he served as a
Director and Executive Vice President in charge of marketing and
manufacturing of National Forge Company of Irvine, Pennsylvania, which
produced precision machined components. Mr. Fulton has been a
Director since 1993.
David L. Hart, age 52, currently a Director, attended Colgate
University. He has worked as a manufacturer's representative in the
automotive industry and, for over five years has been the president of
Lee Hart Associates, in Toledo, Ohio. Mr. Hart has been a Director
since 1989.
Thomas E. Seiple, age 51, currently a Director, graduated from Bowling
Green State University in 1967, with a degree in Business
Administration. For the past six years he has been the President of
United Roofing & Sheet Metal, Inc., a regional fabricator and
construction business located in Toledo, Ohio. Mr. Seiple has been a
Director since 1988.
David R. Schroder, age 54, currently a Director, is President of
InvestAmerica Investment Advisors Inc., and InvestAmerica N.D.
Management Inc. These two companies manage MorAmerica Capital
Corporation and the North Dakota Small Business Investment Company
respectively, both of whom are lenders to Centrum. Mr. Schroder holds
a BS degree from Georgetown University, as well as an MBA from the
University of Wisconsin. Mr. Schroder has been a Director since 1996.
<PAGE> 6
Richard C. Klaffky, age 50, currently a Director, is President and
Chief Executive Officer of First New England Capital LP, a lender to
Centrum. Mr. Klaffky is a member of the Board of Governors of the
National Association of Small Business Investment Companies and serves
on the boards of several companies. Mr. Klaffky holds a BA from Brown
University and an MBA from Columbia University. Mr. Klaffky has been
a Director since 1996.
Mervyn H. Manning, age 64, currently a Director, has recently retired
as a senior executive at Ford Motor Company, where he had overall
responsibility for Latin American and Asian Automotive Operations.
Mr. Manning is a Director of several companies and has recently served
as the Chairman of Sinai Hospital of Detroit. Mr. Manning holds a BBA
from the University of Michigan, as well as an MBA from Harvard
Business School. Mr. Manning has been a Director since 1996.
The Corporation believes that these candidates bring unique background
and experience to our Board of Directors.
COMMITTEES AND COMPENSATION OF
THE BOARD OF DIRECTORS
The Board of Directors conducts its business on a fiscal year basis
from April 1 - March 31 of each year by conducting scheduled meetings and
committee meetings. In accordance with the Bylaws of the Corporation, the
Board of Directors has appointed and maintains a Compensation Committee.
The Corporation's nominating function is performed by the Board of
Directors acting as a committee of the whole. In conducting its nominating
function, the Board of Directors of the Corporation is responsible for making
annual nominations for Directors to fill vacancies created by expired terms
and, from time to time, making appointments to fill vacancies created prior to
the expiration of a Director's term. From April 1, 1996, the Board met six (6)
times. During one (1) of those meetings the Board met to consider and act upon
the nomination of Directors.
The Compensation Committee is responsible for reviewing and
recommending to the Board the Corporation's employee benefit plans including
stock options; setting the compensation of the President and Chief Executive
Officer, reviewing the criteria that form the basis for management's officer
and employee compensation recommendations and reviewing management's
recommendations in this regard. The Compensation Committee is composed of
Messrs. Hart, Seiple and Fulton, the Compensation Committee met two (2) times
since April 1, 1996.
The Board of Directors meets quarterly. All Directors of the
Corporation attended at least seventy five percent (75%) of the Board and
Committee meetings that were scheduled since April 1, 1996.
<PAGE> 7
DIRECTORS' FEES AND COMPENSATION
Directors who are employees of the Corporation or any subsidiary do not receive
any fees for the Board or committee service. The Corporation reimburses all
directors for travel, lodging, and related expenses that they may incur in
attending Board and committee meetings.
Robert J. Fulton, Thomas E. Seiple, and David L. Hart each received 8,000
shares of Centrum's common stock during 1997 for services rendered as
directors. On July 29, 1997 each of the seven non-employee directors received
payments of $2,500 for each Board meeting attended subsequent to April 1, 1996
and $1,000 for each committee meeting attended subsequent to April 1, 1996.
The aggregate amount paid was $81,000.
The following table sets forth the stock option grants received by Directors
during 1997. No options were exercised for the fiscal year ended March 31, 1997
by any of the Directors included in the option grant table.
OPTION GRANTS IN 1997
For Board of Directors
<TABLE>
<CAPTION>
Number of
securities Percentage of
underlying total options Exercise or
options granted in in base price Expiration Grant date
granted fiscal year per share date value (1)
----------- --------------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
William C. Davis 10,000 2.5% $1.50 December 2, 2006 $ 13,500
5,000 1.2% 2.00 December 2, 2006 6,000
Robert J. Fulton 10,000 2.5% $1.50 December 2, 2006 $ 13,500
5,000 1.2% 2.00 December 2, 2006 6,000
David L. Hart 10,000 2.5% $1.50 December 2, 2006 $ 13,500
5,000 1.2% 2.00 December 2, 2006 6,000
Thomas E. Seiple 10,000 2.5% $1.50 December 2, 2006 $ 13,500
5,000 1.2% 2.00 December 2, 2006 6,000
</TABLE>
_________________
(1) Based on the Constant Elasticity Variance of the Black-Scholes model using
the following assumptions: (a) a ten year option term; (b) 35% volatility
rate; and (c) 0% dividend yield. Actual gain, if any, is dependent upon
the actual performance of the shares of common stock underlying these
options. There is no assurance that the amounts shown in this column will
be achieved.
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of Common Stock beneficially
owned as of May 31, 1997 by each director and nominee, each of the executive
officers named in the Summary Compensation Table included elsewhere herein, all
directors and executive officers of the Corporation as a group, and each 5%
holder.
<TABLE>
<CAPTION>
Number of shares of Centrum
common stock
beneficially owned % of class
------------------- ------------
<S> <C> <C>
George H. Wells (a) 584,940 7.0
William C. Davis (b) 115,000 1.4
Timothy M. Hunter (c) 183,031 2.2
Anthony A. Montani (d) 218,098 2.6
Robert J. Fulton (e) 457,939 5.5
David L. Hart (f) 245,418 2.9
Mervyn Manning (g) 50,000 0.6
Thomas E. Seiple (h) 122,163 1.5
John R. Ayling (m) 591,536 7.1
MorAmerica Capital Corp (i)(l) 627,500 7.5
North Dakota Small Business 247,500 3.0
Investment Company (j)(l)
First New England Capital Limited 375,000 4.5
Partnership (k)(l)
All current directors and executive
officers of the corporation as group 3,226,589 38.5
</TABLE>
The beneficial owner has sole voting and investment power with respect to all
shares listed, unless otherwise noted.
(a) Includes 416,667 shares Mr. Wells currently has the right to acquire
pursuant to stock options; includes 1,606 shares with respect to Mr. Wells'
ownership of shares held by Seneca Sheet Metal.
(b) Includes 115,000 shares Mr. Davis currently has the right to acquire
pursuant to stock options.
(c) Includes 171,031 shares Mr. Hunter currently has the right to acquire
pursuant to stock options.
(d) Includes 218,098 shares Mr. Montani currently has the right to acquire
pursuant to stock options.
(e) Includes 281,667 shares Mr. Fulton currently has the right to acquire
pursuant to stock options; includes 1,605 shares with respect to Mr.
Fulton's ownership of shares held by Seneca Sheet Metal.
(f) Includes 15,000 shares Mr. Hart currently has the right to acquire
pursuant to stock options; includes 29,085 shares held by Mr. Hart's wife with
respect to which she has sole voting and dispositive power.
(g) Includes 50,000 shares held by the Mervyn H. Manning Trust.
(h) Includes 15,000 shares Mr. Seiple currently has the right to acquire
pursuant to stock options.
(i) Includes 627,500 shares MorAmerica Capital Corporation currently has the
right to acquire pursuant to a note and warrant purchase agreement with the
holders of the 11% convertible subordinated debt.
(j) Includes 247,500 shares The North Dakota Small Business Investment Company
currently has the right to acquire pursuant to a note and warrant purchase
agreement with the holders of the 11% convertible subordinated debt.
(k) Includes 375,000 shares First New England Capital, LP currently has
the right to acquire pursuant to a note and warrant purchase agreement with the
holders of the 11% convertible subordinated debt.
(l) MorAmerica Capital Corporation, The North Dakota Small Business Investment
Company and First New England Capital, LP as group have beneficial ownership
in excess of 10% of the Corporation's common stock.
(m) Includes 15,000 shares Mr. Ayling has the right to acquire pursuant to
stock options.
<PAGE> 9
EXECUTIVE COMPENSATION
The following table shows compensation paid or awarded by Centrum during the
fiscal years ended March 31, 1997, 1996, and 1995 to the current chief
executive officer of Centrum and the other executive officers of the
Corporation for services in all capacities.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------------ Long term
compensation
Name and Other annual ------------
principal position Year Salary Bonus compensation (1) Options (#)
- --------------------------------- -------------------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George H. Wells 1997 $ 189,600 $ 114,100 $ 6,860 100,000
1996 $ 175,000 $ 56,000 $ 6,860 150,000
1995 $ 175,000 $ 20,000 $ 11,094
Timothy M. Hunter 1997 $ 101,339 $ 33,385 $ 6,085 1,898
1996 $ 64,523 $ 6,044 169,133
1995 $ 62,400 $ 5,051
Anthony A. Montani 1997 $ 141,185 $ 33,385 $ 6,389 1,898
1996 $ 106,769 $ 6,439 216,200
1995 $ 104,000 $ 6,439
- -------------------
(1) Automobile Lease
</TABLE>
OPTION GRANTS IN 1997
For Named Executive Officers
<TABLE>
<CAPTION>
Number of Percent of
securities total options
underlying granted to Exercise or
options employees in base price Expiration Grant date
granted fiscal year per share Date value (1)
----------- -------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
George H. Wells 100,000 30.6% $1.50 December 2, 2006 $ 135,000
Timothy M. Hunter 1,898 0.5% 2.00 December 2, 2006 2,278
Anthony A. Montani 1,898 0.5% 2.00 December 2, 2006 2,278
- -----------------
</TABLE>
1)Based on the Constant Elasticity Variance of the Black-Scholes model using
the following assumptions: (a) a ten year option term; (b) 35% volatility
rate; and (c) 0% dividend yield. Actual gain, if any, is dependent upon the
actual performance of the shares of common stock underlying these options.
There is no assurance that the amounts shown in this column will be achieved.
The options for Messrs. Hunter and Montani were based upon the results of the
metal forming operations for the period of March 8, 1996 through March 31,
1996.
No options were exercised during the fiscal year ended March 31, 1997 by any of
the named executives included in the summary compensation table.
<PAGE> 10
EXECUTIVE COMPENSATION
(INCLUDING TERMINATION OF EMPLOYMENT) AGREEMENTS
The following table sets forth information concerning the aggregate number of
options held and the value of unexercised "in-the-money" options held at March
31, 1997 (the difference between the aggregate exercise price of all such
options held and the market value of the shares covered by such options at
March 31, 1997).
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAREND OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year end (#) Fiscal Year end ($)
------------------------------ ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
George H. Wells 416,667 -0- $ 512,501 $ -0-
Timothy M. Hunter 108,531 62,500 $ 118,404 $ 46,875
Anthony A. Montani 143,098 75,000 $ 163,307 $ 56,250
</TABLE>
Mr. George Wells has an employment agreement with the Corporation which
provides for an annual salary of $210,000. In addition to his salary, Mr. Wells
is entitled to receive a performance bonus of 5% of Centrum's consolidated
before tax profit. The agreement also calls for an annual stock or cash bonus
to be awarded at the discretion of the Board. The contract has an annual
term, which renews automatically unless terminated by either party in writing
60 days prior to the expiration date.
The employment agreement with Mr. Wells provides for the termination of Mr.
Wells for cause. In the event that Mr. Wells is terminated for any reason
other than cause prior to expiration of the agreement, he is entitled to
severance compensation of nine months salary, any discretionary bonus awarded
but not yet paid, and the pro rata amount of the performance bonus earned prior
to termination.
Mr. Davis as Vice President and Secretary of the Corporation does not receive
compensation for services rendered in this capacity as of year end, and is not
involved in the daily operations of the Corporation. See directors
compensation with respect to Mr. Davis' compensation as a director.
Messrs. Hunter and Montani entered into employment agreements with McInnes
Steel Company, a subsidiary of Centrum, dated February 29, 1996 which have a
three year term. The agreements automatically renew from year to year on the
anniversary commencing on the expiration of the three year term unless
terminated by either party in writing 30 days prior to the expiration date.
Mr. Hunter's annual salary is $98,000 and Mr. Montani's annual salary is
$152,000 as of August 1, 1997. Both salaries are to be increased annually by a
minimum of the greater of the change in the CPI or 4% per year. In addition
to their salaries, Messrs. Hunter and Montani are entitled to cash bonuses.
The aggregate bonus amount paid to Messrs. Hunter and Montani is to be 3.125%
of the McInnes pre-tax income.
The contracts provide for the termination of Messrs. Hunter and Montani for
cause. In the event that either Mr. Hunter or Mr. Montani is terminated for
any reason other than cause prior to expiration of the agreement, he is
entitled to monthly severance compensation of his base monthly salary reduced
by any salary or consulting income received from any source for the remaining
term of the agreement for a minimum period of one year.
In addition, to his employment agreement with McInnes, Mr. Hunter is
compensated $24,000 annually as an employee of Centrum.
Messrs. Wells, Hunter and Montani are eligible to participate in the
Corporation's 401(K) plans. Substantially all salaried employees are eligible
to participate in the plans. The Corporation contributes to the plans and the
Corporation's contribution is allocated to the accounts of the plan
participants on a nondiscriminatory basis.
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors, composed entirely of
independent non-employee directors based the executive compensation on the
following principles:
- - Executive compensation agreements should provide Centrum with the ability
to attract, retain, and motivate the key executives essential for the
current and long-term success of the Corporation.
- - That executive compensation is based upon the financial performance of the
Corporation and achievement of the Corporation's long-term strategies and
objectives as determined by the Board of Directors.
- - That executive compensation is reflective of an individual's performance,
the Corporation's performance and is aligned with the compensation for
equivalent positions within the industries which the Corporation operates
in.
The Committee annually reviews the compensation changes of executive officers
other than the CEO. These changes are made by the CEO based upon his
assessment of the executive's performance and attainment of the Corporation's
financial goals.
The Committee annually reviews and approves the compensation of the CEO. The
compensation of the CEO is based upon his performance and the Corporation's
performance. The Committee considers the financial results of the Corporation,
the achievement of the Corporation's objectives, the leadership qualities of
the CEO, and his role in implementing the Corporation's long-term strategies
when determining the appropriate compensation.
The Committee believes that the qualities and motivation of executive
management are fundamental to ensuring the long-term success of the
Corporation. The Committee believes that they have successfully integrated
executive compensation with the goals and objectives of the Corporation.
Respectfully submitted,
Robert J. Fulton, Chairman
David L Hart
Thomas E. Seiple
<PAGE> 12
PERFORMANCE GRAPH
FIVE YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Corporation include in this Proxy Statement a
line-graph presentation comparing cumulative five year shareholder returns on
an indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Corporation. The Corporation has selected the Dow Jones Industrial Index and
the S&P 400 Midcap Index. The stock price performance shown on the graph below
is not a projection of future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CENTRUM INDUSTRIES, INC., DOW JONES INDUSTRIAL
INDEX, AND S&P 400 MIDCAP INDEX FOR THE
FISCAL YEAR ENDED MARCH 31
[BAR GRAPH]
<TABLE>
<CAPTION>
03/31/92 03/31/93 03/31/94 03/31/95 03/31/96 03/31/97
<S> <C> <C> <C> <C> <C>
300
250
200
150
100
50
</TABLE>
<PAGE> 13
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Under Section 16 of the Securities Exchange Act of 1934, the
Corporation's directors, certain of its officers, and beneficial owners of more
than 10% of the outstanding Common Stock are required to file reports with the
Securities and Exchange Commission concerning their ownership of and
transactions in Common Stock; such persons are also required to furnish the
Corporation with copies of such reports.
During 1997, Richard Klaffky, Mervyn Manning and David Schroder were
late in filing their reports on Form 3, the Initial Statement of Beneficial
Ownership of Securities, in September 1996.
Based solely upon the reports and related information furnished to the
Corporation, the Corporation believes that all such filing requirements were
compiled with in a timely manner during and with respect to 1997, with the
exception of the three reports described above.
AUDITORS
Price Waterhouse LLP has again been selected as Independent Auditor
for the Corporation and its subsidiaries for the fiscal year ended March 31,
1998. Representatives of Price Waterhouse LLP are expected to be present at
the Annual Meeting to respond to appropriate questions from shareholders and to
have the opportunity to make any statements they consider appropriate.
SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to
be provided to shareholders of the Corporation for its next meeting, to be held
in 1998, must be made by a qualified shareholder and must be received in
writing by the Corporation no later than April 24, 1998.
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any other
matters that may come before the meeting. However, the enclosed Proxy will
confer discretionary authority with respect to matters which are not known to
the Board of Directors at the time of printing hereof and which may properly
come before the meeting. A copy of the Corporation's March 31, 1997 Form 10-K
is attached to this Proxy Statement in lieu of other financial information.
August 18, 1997
BY THE ORDER OF THE BOARD OF DIRECTORS
GEORGE H. WELLS
Chairman
President and Chief Executive Officer
<PAGE> 14
CENTRUM INDUSTRIES, INC. PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 2, 1997
The undersigned, revoking all prior proxies, hereby appoints GEORGE H. WELLS
and TIMOTHY M. HUNTER, and each of them, as proxy for the undersigned with
the full power of substitution and revocation, to vote all shares of common
stock of Centrum Industries, Inc., which the undersigned is entitled to vote
at the Annual Meeting of stockholders, to be held at The Crowne Plaza
Hotel in Salons E & F, Two SeaGate / Summit Street, Toledo, Ohio, on Thursday,
October 2, 1997, and at all adjournments there of, and to represent me and to
vote upon the following matters:
(1) RESOLVED, that the following persons are hereby elected to serve on
the Board of Directors for the term expiring at the Corporation's
1998 Annual Meeting, or until their successors are elected and
qualified:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
George H. Wells For { } Opposed { } Abstain { }
Robert J. Fulton For { } Opposed { } Abstain { }
David L. Hart For { } Opposed { } Abstain { }
Richard C. Klaffky For { } Opposed { } Abstain { }
William C. Davis For { } Opposed { } Abstain { }
Thomas E. Seiple For { } Opposed { } Abstain { }
David R. Schroder For { } Opposed { } Abstain { }
Mervyn H. Manning For { } Opposed { } Abstain { }
</TABLE>
(2) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS AND WILL BE VOTED AS DIRECTED HEREIN, UNLESS CONTRARY
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED.
DATED:
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Shareholder's Signature
Print name:
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Shareholder's Signature (if jointly
held)
Print name:
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