<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:
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(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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
George H. Wells
Chairman
President/Chief Executive Officer
December 8, 1999
Dear Shareholders:
When I last wrote to you in September of 1998, we had reported consistent
improvement in sales and earnings over the last five years. In spite of this
progress, during the past year we have experienced a downturn in virtually every
business unit. This has resulted in the deteriorated operating performance
evidenced in our year end results for fiscal 1999.
As discussed in our previous shareholder correspondence, the Company's longterm
strategy includes seeking acquisitions, combinations or strategic alliances that
will complement the current operating segments and enhance future earnings. In
conjunction with this objective, the operating segments themselves must continue
to possess significant capital and technology barriers to entry. Over the past
year management and the Directors have reviewed the strengths and weaknesses of
each of our business segments in relation to these strategic objectives. As a
result, we have concluded that the most promising opportunity for longterm
growth and enhancement of shareholder value lies in the Metal Forming Segment
where we have a strong position in a number of key strategic markets. In
addition, in order to focus our resources on acquisitions and growth in the
Metal Forming Segment, as announced earlier this year, efforts are underway to
sell the Material Handling Segment. Unfortunately the forging industry has
experienced a downturn in business activity during fiscal 1999, which has
carried over into the first six months of the current year. However, we believe
that the current market conditions are cyclical in nature and that we are
uniquely positioned within the forging industry to enhance our position as
markets recover.
During the fourth quarter of fiscal 1999, forging industry revenues were down by
approximately 21% compared to the prior year as published by the Forging
Industry Association. We have been affected by these anemic industry conditions
as our backlog for this segment dropped to $15.3 million on May 31, 1999 as
compared to $17.3 million on May 31, 1998, a decline of nearly 12%. This decline
was far less than the industry average and reflects our growing acceptance by
the domestic power generation market which experienced strong ordering activity
during fiscal 1999. In addition, to offset the
<PAGE> 3
remaining decrease in revenue, the Company has taken an aggressive approach by
reducing operating and administrative expenses, and increasing manufacturing
efficiency.
We have also continued our commitment to the development of both new products
and markets. One result of these efforts is the award of an exclusive five year
contract with a major supplier of high pressure food processing equipment, a
promising new product for Centrum. We believe that opportunities like this one,
combined with gradual recovery in our traditional markets, i.e. defense, oil
field, compressors, power generation and aerospace, will provide a strong
platform for future growth.
In the Material Handling Segment during fiscal 1999, considerable effort was
devoted to the integration of Northern Steel Company into American Handling,
Inc. This was an important aspect of our strategy to reposition this segment
through the penetration of new sectors of the material handling marketplace. Our
strategy, although costly, has proven successful as backlogs for this segment
climbed from $4.4 million in 1998 to $11.1 million in 1999, an increase of 152%.
In spite of this improvement, the Material Handling Group operates in a highly
fragmented industry without the deep barriers to entry possessed by the Metal
Forming Segment, and, as such, may continue to be subject to market volatility.
As a result, we continue to believe that the sale of these operations and
concentration on the Metal Forming Segment is the appropriate longterm strategy
for your company.
In summary, we believe that the plan to continue to build volume and profits in
the Metal Forming Segment is the appropriate strategy for Centrum as we enter
the new millenium, and, that this strategy offers the greatest potential for
increasing shareholder value.
Sincerely,
/s/ George H. Wells
- -------------------
George H. Wells
<PAGE> 4
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
WEDNESDAY, JANUARY 12, 2000
TO THE HOLDERS OF SHARES OF COMMON STOCK:
Notice is hereby given that the Annual Meeting of the Shareholders of Centrum
Industries, Inc. (the "Company") will be held at HOLIDAY INN FRENCH QUARTER,
10630 FREEMONT PIKE, PERRYSBURG, OHIO, 43551 ON JANUARY 12, 2000 AT 2:00 P.M.
(EST), for the purpose of considering and voting upon the following matters:
1. The election of eight directors to serve a one (1) year term or until their
successors shall have been elected 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 Company.
Shareholders of record at the close of business on November 15, 1999 are the
only shareholders entitled to notice of and to vote at the Annual Shareholders
Meeting. Shareholders of the Company, (including its former name, Energy
Resources of North Dakota, Inc.), will be entitled to one (1) vote per share of
common stock registered in their name except that the shareholders are entitled
to one (1) vote for each five (5) unexchanged shares of common stock owned in
Poly Company of America, Inc. registered in their name.
By order of the Board of Directors,
/s/ George H. Wells
-------------------
George H. Wells
Chairman
President and Chief Executive Officer
December 8, 1999
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. An addressed envelope for which no postage is required if mailed
in the United States is enclosed for that purpose. Sending in your Proxy will
not prevent you from voting your stock at the meeting if you desire to do so, as
your Proxy is revocable at your option.
<PAGE> 5
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. THOSE
SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND
RETURN THE ENCLOSED PROXY FORM AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE
A PROXY CARD MAY NEVERTHELESS ATTEND THE ANNUAL MEETING, REVOKE THEIR PROXY AND
VOTE THEIR SHARES IN PERSON.
CENTRUM INDUSTRIES, INC.
441 EAST MAIN STREET
CORRY, PA 16407
PROXY STATEMENT
2:00 P.M. (EST) WEDNESDAY, JANUARY 12, 2000
HOLIDAY INN FRENCH QUARTER, 10630 FREEMONT PIKE, PERRYSBURG, OHIO, 43551
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Centrum Industries, Inc., (the "Company") of proxies from
the holders of the Company's Common Stock, par value of $.05 per share (the
"Common Stock") for use at the Annual Meeting of the Shareholders to be held on
Wednesday, January 12, 2000, 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 Company. All costs associated with the solicitation, as well
as the expense of preparing, printing and mailing proxy solicitation materials
will be borne by the Company. In addition to solicitation of proxies by mail,
certain directors, officers, representatives and employees of the Company may
solicit proxies by telephone and personal interview. Such individuals will not
receive additional compensation from the Company for solicitation of proxies,
but may be reimbursed for reasonable out-of-pocket expenses in connection with
such solicitation. Banks, brokers and other custodians, nominees and fiduciaries
also will be reimbursed by the Company for their reasonable expenses for sending
proxy solicitation materials to the beneficial owners of Common Stock. The proxy
materials are first being mailed to shareholders on or about December 10, 1999.
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
Company prior to the exercise of the proxy or in person by voting at 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 respective nominees for director
as listed in this proxy statement. In the event a shareholder specifies a
different choice by means of the enclosed proxy, his shares will be voted in
accordance with the specification so made.
-1-
<PAGE> 6
VOTING SECURITIES
Only shareholders of record at the close of business on November 15, 1999 will
be eligible to vote at the Annual Meeting or any adjournment there of. As of
November 15, 1999, the Company has 8,486,001 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 31,045 shares of common stock, $.05 par value of the Company.
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. Each shareholder is entitled to one (1) vote for each share
of common stock owned in the Company (including its former name, Energy
Resources of North Dakota, Inc.) and one (1) vote for each five (5) unexchanged
shares of common stock owned in Poly Company of America, Inc.
The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected by plurality of the
votes cast by the shares of Common Stock represented in person or by proxy at
the Annual Meeting. If less than a majority of the outstanding shares entitled
to vote are represented at the Annual Meeting, a majority of the shares so
represented may adjourn at the Annual Meeting to another date, time or place as
announced at the meeting before an adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more inspectors of
election for the meeting. Such inspector(s) shall determine the number of shares
of Common Stock represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive, count and tabulate ballots
and votes and determine the results thereof. Abstentions will be considered as
"shares present" at the meeting and entitled to vote at the Annual Meeting, but
will not be counted as votes cast for or against any given matter.
A broker or nominee holding shares registered in its name, or in the name of its
nominee, which are beneficially owned by another person and for which it has not
received instructions as to voting from the beneficial owner, may have
discretion to vote in the beneficial owner's shares with respect to the election
of directors and other matters addressed at the Annual Meeting. Any such shares
which are not represented at the Annual Meeting either in person or by proxy
will not be considered to have cast votes on any matters addressed at the Annual
Meeting.
All Directors and Executive Officers of the Company as a group comprised of ten
(10) individuals, beneficially hold 3,678,380 shares of the Company's common
stock as of November 30, 1999, representing 30.2 percent of the outstanding
common stock of the Company.
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<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS AND INFORMATION
WITH RESPECT TO DIRECTORS AND OFFICERS
The accompanying form of proxy when properly executed and returned to the
Company, will be voted FOR the election as directors of the eight persons named
below, unless the proxy contains contrary instructions. Proxies cannot be voted
for a greater number of persons than the number of nominees named in the Proxy
Statement.
Mr. William C. Davis, a Director of the Company since 1988, is leaving the Board
effective as of the date of the Annual Meeting of the Shareholders. Mr. Wilfred
E. Herring was nominated by the Board to fill the vacant position. The Board
sought a nominee who would enrich the Board composition and strengthen the
Board's ability to promote the long-term economic value of the Company.
The Board has no reason to believe that any of the nominees are unable or
unwilling to serve if elected. However, in the event that any of the nominees
should become unable or unwilling to serve as a director, the proxy will be
voted for the election of such person or persons as shall be designated by the
Board of Directors.
The following sets forth certain information concerning each nominee.
George H. Wells, age 55, currently a Director, is Chairman of the
Board, President and Chief Executive Officer of the Company. 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 and
President of the Company since 1992.
Robert J. Fulton, age 56, currently a Director, President and Chief
Executive Officer of Hoeganaes 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 who has been a Director since 1992, serves as Chairman of
the Compensation Committee and as a member of the Nominating
Committee.
David L. Hart, age 54, 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
LeeHart Associates, in Toledo, Ohio. Mr. Hart has been a Director
since 1989. Mr. Hart is a member of the Compensation and the
Nominating Committees.
Wilfred E. Herring, age 69, is a retired executive of Dana
Corporation, where he most recently served as President of the
Warehouse Distribution Division. He was previously President of the
National Accounts Division, Automotive Sales Division, Dana World
Trade and International After Market Group, and the
-3-
<PAGE> 8
Power Equipment Division. Since 1989, Mr. Herring has been the
Executive Director of the National Engine Parts Manufacturers
Association. Mr. Herring has served on the Board of Directors of
several international companies. Mr. Herring holds a BA from Michigan
State University and attended the Harvard Advanced Management Program.
Richard C. Klaffky, age 53, 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. Mr. Klaffky is a member of the Audit Committee.
Mervyn H. Manning, age 67, currently a Director, is a retired senior
executive of 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. Mr. Manning is
Chairman of the Audit Committee and a member of the Nominating
Committee.
David R. Schroder, age 56, currently a Director, is President of
InvestAmerica Investment Advisors, Inc. and InvestAmerica N.D.
Management Inc. These two companies manage MorAmerica Capital Company
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. Mr. Schroder
is a member of the Compensation Committee.
Thomas E. Seiple, age 54, currently a Director, graduated from Bowling
Green State University in 1967, with a degree in Business
Administration. Since 1981, 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. Mr. Seiple is a member of the Compensation Committee.
The Company believes that these candidates bring unique background and
experience to our Board of Directors.
The Board unanimously recommends a vote FOR Proposal 1.
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.
From April 1, 1998 through December 2, 1999, the Board met seven (7) times.
During one (1) of those meetings the Board met to consider and act upon the
nomination of Directors. In accordance with the Bylaws of the Company, the Board
of Directors has appointed and maintains an Audit, Compensation, and Nominating
Committee.
-4-
<PAGE> 9
The Audit Committee operates under a written charter which provides that it is
responsible for reviewing and recommending to the Board the independent public
accounting firm to serve as auditors; approving the overall plan and scope of
the annual audit; and reviewing the annual financial statements and the results
of the annual audit. The auditors for fiscal 1999 have confirmed their
independence to the Audit Committee. The Audit Committee also performs oversight
of the Company's internal control policies and procedures, and compliance
therewith. The Committee reports its recommendations and findings to the full
Board of Directors. The Audit Committee has been composed of Messrs. Manning,
Davis and Klaffky, all of whom are non-employee directors. The Audit Committee
met two (2) times since April 1, 1998.
The Compensation Committee under its charter is responsible for reviewing and
recommending to the Board the Company'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. Fulton, Hart, Schroder
and Seiple, all of whom are non-employee Directors. The Compensation Committee
met two (2) times since April 1, 1998.
The Nominating Committee is composed of Messrs. Fulton, Manning and Hart, all of
whom are non-employee directors. The Committee has the power to nominate persons
to fill Director vacancies caused by resignation, removal, death or director
vacancies anticipated to occur as a result of the expiration of any director's
term. The Nominating Committee presents its proposed nominee or nominees for
consideration by the full Board of Directors.
The Board of Directors meets quarterly. Attendance was ninety percent (90%) for
all Board meetings and at least seventy five percent (75%) for all Committee
meetings that were scheduled since April 1, 1998.
DIRECTORS' FEES AND COMPENSATION
Directors who are employees of the Company or any subsidiary do not receive any
fees for Board or committee service. The Company reimburses all directors for
travel, lodging, and related expenses that they may incur in attending Board and
committee meetings.
During 1999, the seven non-employee directors received $2,500 for each Board
meeting attended subsequent to April 1, 1998 and $1,000 for each committee
meeting attended subsequent to April 1, 1998. During 1999, the Company paid
aggregate fees of $75,000 to the current Directors.
On June 10, 1998, the Company's Board of Directors adopted the Centrum
Industries, Inc. Directors Deferred Compensation Plan to permit directors of the
Company to elect to defer receipt of all or part of their current Directors
fees. Participation in the Deferred Compensation Plan is entirely voluntary, and
as of December 2, 1999, no Directors have elected to participate. Deferred
amounts will be credited to an account for the Director's benefit on the
Company's books and will be interest at the prevailing prime rate, but such
amounts will remain Company assets. Payment will be made in a lump sum or in
annual installments following termination of the Director's service. The Company
does not contribute to this Plan or match a Director's contributions to the
Plan.
-5-
<PAGE> 10
At the Annual Meeting of Shareholders held on November 12, 1998, the
shareholders approved the Stock and Option Plan for Directors of the Company, to
provide outside Directors with the opportunity to become owners of the Company's
common stock. Options for a maximum of 750,000 shares may be granted under this
Plan. No stock options were granted under this Plan in fiscal 2000 based upon
the Company's 1999 financial performance.
The following table sets forth the stock option grants received by Directors
during 1999 for fiscal 1998 performance. No stock options are being granted in
fiscal 2000 to the Directors based upon the Company's 1999 financial
performance. No options were exercised for the fiscal year ended March 31, 1999
by any of the Directors included in the option grant table.
OPTIONS GRANTED IN FISCAL 1999
For Board of Directors
<TABLE>
<CAPTION>
Number of
securities Percentage of
underlying total options Exercise or
options granted in base price Expiration Grant date
granted fiscal year per share date value (1)
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William C. Davis (2) 10,000 2.3% $2.00 June 10, 2008 $9,790
Robert J. Fulton 10,000 2.3% $2.00 June 10, 2008 $9,790
David L. Hart 10,000 2.3% $2.00 June 10, 2008 $9,790
Richard C. Klaffky 10,000 2.3% $2.00 June 10, 2008 $9,790
Mervyn H. Manning 10,000 2.3% $2.00 June 10, 2008 $9,790
David R. Schroder 10,000 2.3% $2.00 June 10, 2008 $9,790
Thomas E. Seiple 10,000 2.3% $2.00 June 10, 2008 $9,790
</TABLE>
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(1) Based on the Constant Elasticity Variance of the Black-Scholes model using
the following assumptions: (a) a ten year option term; (b) 36% 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.
(2) Mr. Davis' term as Director expires at the Company's Annual Meeting of
Shareholders.
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<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of Common Stock beneficially
owned as of November 30, 1999 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 Company as a group, and each
5% holder. The address of each beneficial owner and executive officer listed
below, unless otherwise noted, is c/o Centrum Industries, Inc., 441 East Main
Street, Corry, PA 16407.
<TABLE>
<CAPTION>
Number of shares of Centrum
common stock
beneficially owned % of class
------------------ ----------
<S> <C> <C>
George H. Wells (a) 586,545 4.8
William C. Davis (b) 140,000 1.1
Timothy M. Hunter (c) 291,632 2.4
Anthony A. Montani (d) 332,739 2.7
Robert J. Fulton (e) 484,545 4.0
David L. Hart (f) 270,418 2.2
Wilfred E. Herring 147,328 1.2
Mervyn H. Manning (g) 75,000 0.6
David R. Schroder (h) 938,987 7.7
Thomas E. Seiple (i) 147,163 1.2
MorAmerica Capital Company (j)(k) 1,350,338 11.1
North Dakota Small Business 1,350,338 11.1
Investment Company (j)(k)
First New England Capital Limited 1,350,338 11.1
Partnership (j)(k)
All current directors and executive
officers of the company as group 3,678,380 30.2
</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 3,211 shares with respect to Mr. Wells'
ownership of shares held by Seneca Sheet Metal Company.
(b) Includes 140,000 shares Mr. Davis currently has the right to acquire
pursuant to stock options. Mr. Davis' term as a Director expires at the
Company's Annual Meeting of Shareholders.
(c) Includes 279,632 shares Mr. Hunter currently has the right to acquire
pursuant to stock options.
(d) Includes 332,739 shares Mr. Montani currently has the right to acquire
pursuant to stock options. Mr. Montani retired March 8, 1999.
(e) Includes 306,667 shares Mr. Fulton currently has the right to acquire
pursuant to stock options; includes 3,211 shares with respect to Mr. Fulton's
ownership of shares held by Seneca Sheet Metal Company.
(f) Includes 40,000 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 25,000 shares Mr. Manning has the right to acquire pursuant to
stock options; includes 50,000 shares held by the Mervyn H. Manning Trust.
(h) Includes 655,403 shares MorAmerica Capital Company (MorAmerica) currently
has the right to acquire and 258,584 shares North Dakota Small Business
Investment Company (NDSBIC) currently has the right to acquire pursuant to a
note and warrant agreement with the holders of the 11% convertible subordinated
debt. Includes 17,927 shares MorAmerica has the right to acquire and 7,073
shares NDSBIC has the right to acquire pursuant to the assignment of a stock
option from Mr. Schroder. Mr. Schroder serves as the President of the entities
managing MorAmerica and NDSBIC.
-7-
<PAGE> 12
(i) Includes 40,000 shares Mr. Seiple currently has the right to acquire
pursuant to stock options.
(j) MorAmerica, NDSBIC, First New England Capital LP (FNEC) jointly filed a
schedule 13D subsequent to the issuance of the note and warrant agreement with
the holders of the 11% convertible subordinated debt.
(k) Includes 655,403 shares MorAmerica currently has the right to acquire,
258,584 shares NDSBIC currently has the right to acquire, and 386,351 shares
FNEC currently has the right to acquire pursuant to a note and warrant agreement
with the holders of the 11% convertible subordinated debt. Includes 17,927
shares MorAmerica has the right to acquire and 7,073 shares NDSBIC has the right
to acquire pursuant to the assignment of a stock option from David Schroder;
includes 25,000 shares FNEC has the right to acquire pursuant to the assignment
of a stock option from Richard Klaffky. The address of MorAmerica and NDSBIC is
101 Second Street S.E., Suite 800, Cedar Rapids IA 52401. The address of FNEC is
100 Pearl St, Hartford CT 06103.
EXECUTIVE COMPENSATION
The following table shows compensation paid or awarded by Centrum during the
fiscal years ended March 31, 1999, 1998, and 1997 to the current executive
officer of Centrum and the other executive officers of the Company 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 1999 $227,173 $ 0 $ 56,109 (3) --
Chief Executive 1998 $210,000 $113,800 $ 44,982 (3) 450,000
Officer 1997 $189,600 $114,100 $ 6,860 100,000
Timothy M. Hunter 1999 $138,154 $ 0 $ 6,166 52,930
Chief Financial 1998 $121,731 $ 36,899 $ 6,166 55,671
Officer 1997 $101,339 $ 33,385 $ 6,085 1,898
Anthony A. Montani 1999 (4) $160,461 $ 0 $ 6,379 58,970
Chief Operating 1998 $151,769 $ 40,587 $ 6,379 55,671
Officer, McInnes 1997 $141,185 $ 33,385 $ 6,389 1,898
Steel Company and Subsidiaries
</TABLE>
- -------------------------
(1) Includes Automobile Lease
(2) Stock options were granted June 10, 1998 based upon the fiscal 1998
performance.
(3) Includes cost of retirement annuity paid or accrued. See Executive
Compensation below.
(4) Retired on March 8, 1999.
-8-
<PAGE> 13
OPTION GRANTS IN 1999
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>
Timothy M. Hunter 52,930 14.5% 2.00 June 10, 2008 51,818
Anthony A. Montani 58,970 16.2% 2.00 June 10, 2008 57,732
</TABLE>
- -----------------
1)Based on the Constant Elasticity Variance of the Black-Scholes model using the
following assumptions: (a) a ten year option term; (b) 36% 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.
No options were exercised since April 1, 1998 through the date hereof by any of
the named executives included in the summary compensation table.
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, 1999 (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, 1999).
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 416,667 450,000 $41,667 $ --
Timothy M. Hunter 279,632 -- $15,888 $ --
Anthony A. Montani 332,739 -- $23,832 $ --
</TABLE>
-9-
<PAGE> 14
INFORMATION REGARDING EXECUTIVE OFFICER
EMPLOYMENT AGREEMENTS
Mr. George Wells has an employment agreement with the Company which provides for
an annual salary of $230,000. The employment agreement was approved by the
Compensation Committee and the Company's Board of Directors to provide Mr. Wells
with compensation and benefits which are comparable to companies similar in size
and to ensure continuity in management at the Chief Executive level. Mr. Wells
also receives a performance bonus of 5% of Centrum's consolidated before tax
profit. In addition, Mr. Wells is entitled to an annual payment that net of
applicable payroll taxes enables him to fund $25,000 toward a retirement
annuity. The agreement also calls for an annual stock or cash bonus to be
awarded at the discretion of the Board. Mr. Wells was not awarded any cash or
stock bonus for 1999. The contract has a three year term, which renews
automatically unless terminated by either party in writing 60 days prior to the
expiration date. In August 1997, Mr. Wells was granted a stock option for
450,000 shares of common stock. The options are exercisable and vested upon the
attainment of certain sales levels and earnings before interest and taxes during
future fiscal years. These levels were not attained during 1999 and, therefore,
none of the options vested.
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 twenty four months salary, any discretionary bonus awarded but
not yet paid, and the pro rata amount of the performance bonus earned prior to
termination.
Messrs. Timothy Hunter and Anthony Montani entered into employment agreements
with McInnes Steel Company, a subsidiary of Centrum, dated February 29, 1996
which had a three year term. The agreements automatically renewed 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. Effective March 8, 1999, Mr. Montani retired from his position as
President and Chief Operating Officer of McInnes Steel Company and Subsidiaries.
Mr. Montani 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. Mr.
Montani was paid $69,423 for the period of March 9, 1999 though November 30,
1999.
Mr. Hunter's annual salary from McInnes is $126,000 and Mr. Montani's annual
salary prior to retirement was $160,000. Mr. Hunter's salary is to be increased
annually by a minimum of the greater of the change in the CPI or 4% per year. In
addition to his salary, Mr. Hunter is entitled to cash bonuses as approved by
the Board of Directors. He participates in the pool of stock options awarded to
the management of the Metal Forming Operations segment. Neither Messrs. Hunter
or Montani were awarded cash bonuses or stock option grants for 1999 as a result
of the Company's performance. In addition, to his employment agreement with
McInnes, Mr. Hunter is compensated $24,000 annually as an employee of Centrum.
Mr. Hunter's contract provides for his termination for cause. In the event that
Mr. Hunter 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 a minimum period of one year.
Messrs. Wells and Hunter are eligible to participate in the Company's 401(K)
plans. Mr. Montani was eligible prior to retirement. Substantially all salaried
employees are eligible to participate in the plans. The Company contributes to
the plans and the Company's contribution is allocated to the accounts of the
plan participants on a
-10-
<PAGE> 15
nondiscriminatory basis. The Company contributed $4,770, $4,024 and $4,400 on
behalf of Messrs. Wells, Hunter and Montani, respectively, during 1999.
On June 10, 1998, the Company's Board of Directors adopted the Centrum
Industries, Inc. Executive Employees Deferred Compensation Plan, which was
approved by the Company's shareholders on November 12, 1998, to permit selected
executive employees of the Company to elect to defer receipt of all or part of
their current salaries and/or cash earned under the Company's Performance Award
Plan, described below. Participation in the Deferred Compensation Plan is
entirely voluntary. Deferred amounts will be credited to an account for the
executive's benefit on the Company's books and will be interest at the
prevailing prime rate, but such amounts will remain Company assets. Payment will
be made in a lump sum or in annual installments following termination of
employment. The Company does not contribute to this Plan or match an
individual's contributions to the Plan. No amounts have been deferred.
On June 10, 1998, the Company's Board of Directors also adopted a Performance
Award Plan, which was approved by the Company's shareholders at the Annual
Meeting of Shareholders held on November 12, 1998. The Performance Award Plan
provides for the granting and, to the extent earned, the payment of performance
awards to officers and other selected management employees who contribute to the
annual and long-term success of the Company by making the amount of their
compensation significantly contingent upon the Company's annual and long-term
profitable performance and growth. The Performance Award Plan is administered by
the Compensation Committee of the Board of Directors (the "Committee") and the
Company's Chief Executive Officer ("CEO"). Any elected officer of the Company
and other key management employees recommended by the CEO and approved by the
Committee are eligible to participate in the Performance Award Plan. The
Performance Award Plan provides for the payment of performance awards which have
been earned on the basis of the Company's financial performance for each fiscal
year and/or for longer award periods of up to five years. These award periods
and the related performance objectives are established by the Committee. The
Performance Award Plan permits earned awards to be paid in cash, in shares of
the Company's Common Stock, in stock subject to specified restrictions, or in
stock options issued pursuant to the Employees Stock Option Plan, described
below. The Performance Award Plan permits up to 250,000 shares of the Company's
common stock to be issuable in the aggregate under the Performance Award Plan,
excluding shares issued upon exercise of options granted under the Employees
Stock Option Plan. The Committee has not approved any awards under the
Performance Award Plan for fiscal 1999 as a result of the Company's performance.
The Centrum Industries, Inc. Employees Stock Option Plan was also approved by
the shareholders at the Annual Meeting of Shareholders on November 12, 1998,
which is administered by the Committee and the CEO, except that all matters with
respect to grants to the CEO must be approved by the entire Board of Directors.
A maximum of 1,000,000 shares may be granted under this Plan, on terms and
conditions specified by the Committee. Any current management employee of the
Company who is recommended by the CEO and approved by the Committee is eligible
to be granted an option. The Committee has not approved the grant of any options
for fiscal 1999 as a result of the Company's performance.
-11-
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is composed entirely of
independent non-employee directors who have no "interlocking" relationships as
defined by the Securities and Exchange Commission.
Executive compensation is based on the following principles.
- - Executive compensation packages should provide Centrum with the ability to
attract, retain, and motivate the key executives essential for the current
and long-term success of the Company.
- - That overall executive compensation is based upon the financial performance
of the Company and achievement of the Company's long-term strategies and
objectives as determined by the Board of Directors.
- - That each executive's compensation is reflective of an individual's
performance, the Company's performance and is aligned with the compensation
for equivalent positions within the industries which the Company 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 Company's financial goals.
The Committee annually reviews the compensation of the CEO, and makes a
recommendation for approval by the entire Board of Directors. The compensation
of the CEO is based upon his performance and the Company's performance. The
Committee considers the financial results of the Company, the achievement of the
Company's objectives, the leadership qualities of the CEO, and his role in
implementing the Company's long-term strategies when determining the appropriate
compensation.
The key elements of executive compensation are base salary, annual incentives
and long term compensation. Review of an executive's compensation package
includes the key elements combined with other components of compensation, such
as severance pay, insurance and other benefits. The Company's process for
establishing annual incentives and long term compensation for key management is
governed by Centrum Industries, Inc. Performance Award Plan and Employee Stock
Option Plan. The fundamentals of these elements are described below.
- - Base Salary
The base salary of each executive officer is reviewed by the Compensation
Committee after consideration of the following criteria on a subjective
basis; the performance of the individual, the person's contribution to
the success of the Company, median salaries for similar positions with
peer companies, and internal equity within the Company as a whole. There
was no salary increase in fiscal 1999.
- - Annual Incentives
The Compensation Committee reviews and affirms annual cash bonuses to
executive officers based upon specified percentages of annual pre-tax
income of the Company as a whole or the segment for which the officer is
responsible. The percentages currently range from 3.125% to 5% of pre-tax
income. In addition, the compensation committee recommends payment of
annual discretionary cash awards,
-12-
<PAGE> 17
subject to approval by the full Board, in recognition of outstanding
service to the Company. Stock options are awarded on an annual basis to
executive officers and other key employees. Please see Long-term
Compensation below for a discussion of stock option awards.
- - Long Term Compensation
The Compensation Committee annually recommends the issuance of stock
option agreements to executive officers and other key employees. The
criteria for issuing stock options are based upon the performance of the
Company as whole and the individual segment performance. Once the number
of options to be issued has been established, the number of shares to be
awarded to each individual is based on several criteria applied on a
subjective basis. These criteria are the performance of the individual,
the person's contribution to the success of the Company, the individual's
tenure, and internal equity within the Company as a whole. The underlying
fundamental of stock option awards, as a key element of executive
compensation is that stock options align the long-term prospects for the
Company with those of the executive. The Compensation Committee strongly
believes that stock options are an essential element of executive
compensation and enhance the Company's ability to attract and retain
qualified personnel. However, because the Committee determined that
performance goals for fiscal 1999 had not been met, no options were
granted for fiscal 1999.
Chief Executive Officer's Compensation
Mr. Wells' earned a base salary of $230,000 in fiscal 1999. This base salary was
recommended by the Compensation Committee after consideration of Mr. Wells
contribution to the success of the Company, median salaries for similar
positions within peer companies, and internal equity within the Company as a
whole. As part of Mr. Wells' employment agreement, an annual stock or cash bonus
is to be awarded at the discretion of the Board. This is in addition to a 5%
performance bonus based on consolidated pre-tax income. Due to the financial
performance of the Company no cash or stock bonus was awarded for fiscal 1999.
Mr. Wells is also entitled to an annual net payment of $25,000 which enables him
to fund a retirement annuity, net of applicable payroll taxes. Mr. Wells is also
eligible to participate in the Company's 401(k) plans. In 1999 the Company
contributed $4,770 on Mr. Wells' behalf.
In August 1997 Mr. Wells also received a stock option grant for 450,000 shares
of the Company's common stock. The options are exercisable and vested upon
attainment of certain sales levels and earnings before interest and taxes during
future fiscal years. These levels were not attained during fiscal 1999 and,
therefore, none of the options vested. The Compensation Committee intends the
option grant to promote the alignment of Mr. Wells' financial interests with
those of the Company on a long-term basis.
The Committee believes that the qualities and motivation of executive management
are fundamental to ensuring the long-term success of the Company. The Committee
believes that they have successfully integrated executive compensation with the
goals and objectives of the Company.
Respectfully submitted,
Robert J. Fulton, Chairman
David L. Hart
Thomas E. Seiple
David R. Schroder
-13-
<PAGE> 18
PERFORMANCE GRAPH
FIVE YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company 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 Company. The
Company 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
<TABLE>
<CAPTION>
Year S&P 400 DJIA Centrum
---- ------- ---- -------
<S> <C> <C> <C>
3/31/94 100 100 100
3/31/95 110.52 121.04 100
3/31/96 139.57 162.65 150
3/31/97 152.02 191.65 250
3/31/98 223.62 256.17 175
3/31/99 225.31 267.41 100
</TABLE>
-14-
<PAGE> 19
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Under Section 16 of the Securities Exchange Act of 1934, the Company'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 Company with copies of such
reports.
SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of the Company for its next Annual Shareholders Meeting
must be made by a qualified shareholder and must be received in writing by the
Company no later than July 30, 2000.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters that may
come before this 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 Company's March 31, 1999 Form 10-K is enclosed with this Proxy
Statement in lieu of other financial information. A copy of the September 1999
Form 10-Q is also enclosed with this Proxy Statement.
December 8, 1999
Investor Relations
Attn: Patty M. Hellenschmidt
Centrum Industries, Inc.
441 East Main Street
Corry, PA 16407
Phone: 814-665-5042
FAX: 814-664-2372
-15-
<PAGE> 20
CENTRUM INDUSTRIES, INC. PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 12, 2000
The undersigned, revoking all prior proxies, hereby appoints GEORGE H. WELLS and
TIMOTHY M. HUNTER, and each of them individually, 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 Shareholders, to be held at HOLIDAY INN FRENCH QUARTER,
10630 FREEMONT PIKE, PERRYSBURG, OHIO, 43551, on the 12th day of January, 2000,
and at all adjournments thereof, 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 a term of one year, or until their successors are
elected and qualified:
<TABLE>
<S> <C> <C> <C>
George H. Wells For { } Opposed { } Abstain { }
Robert J. Fulton For { } Opposed { } Abstain { }
David L. Hart For { } Opposed { } Abstain { }
Wilfred E. Herring For { } Opposed { } Abstain { }
Richard C. Klaffky For { } Opposed { } Abstain { }
Mervyn H. Manning For { } Opposed { } Abstain { }
David R. Schroder For { } Opposed { } Abstain { }
Thomas E. Seiple 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:
------------------------ -----------------------------------------
Shareholder's Signature
PRINT NAME:
---------------------------------------
DATED:
------------------------ -----------------------------------------
Shareholder's Signature (if jointly held)
PRINT NAME:
---------------------------------------
