<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 sec. 240.14a-11(c) or sec. 240.14a-12
FRIEDMAN INDUSTRIES, INCORPORATED
- --------------------------------------------------------------------------------
(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)(l) 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
FRIEDMAN INDUSTRIES, INCORPORATED
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of Friedman Industries, Incorporated:
The Annual Meeting of Shareholders of Friedman Industries, Incorporated
(the "Company") will be held at the offices of Fulbright & Jaworski L.L.P., 1301
McKinney, 51st Floor, Houston, Texas, on August 21, 1998, at 11:00 a.m. (local
time), for the following purposes:
(1) To elect a board of eight directors for the ensuing year.
(2) To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on July 10, 1998, as
the record date for the determination of shareholders entitled to receive this
notice and to vote at the meeting.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
BEN HARPER
Secretary
July 31, 1998
Houston, Texas
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN
PERSON OR BY YOUR PROXY.
<PAGE> 3
FRIEDMAN INDUSTRIES, INCORPORATED
-------------------------------
PROXY STATEMENT
-------------------------------
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Friedman Industries, Incorporated (the
"Company"), 4001 Homestead Road, Houston, Texas 77028 (telephone number
713-672-9433) to be used at the Annual Meeting of Shareholders to be held on
Friday, August 21, 1998 (the "Annual Meeting"), at the offices of Fulbright &
Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, for the purposes set
forth in the foregoing notice of the meeting. Properly executed proxies received
in time for the meeting will be voted as directed therein, unless revoked in the
manner provided hereinafter. As to any matter for which no choice has been
specified in a proxy, the shares represented thereby will be voted by the
persons named in the proxy (i) for the election as director of the nominees
listed herein; and (ii) in the discretion of such persons, in connection with
any other business that may properly come before the meeting. If the enclosed
form of proxy is executed and returned, it may nevertheless be revoked by the
shareholder at any time before it is exercised pursuant to either the
shareholder's execution and return of a subsequent proxy or the shareholder's
voting in person at the Annual Meeting.
At the close of business on July 10, 1998, there were 6,818,999 shares of
Common Stock, $1.00 par value, of the Company ("Common Stock") outstanding.
Holders of record of the Common Stock on such date will be entitled to one vote
per share on all matters to come before the Annual Meeting.
The holders of a majority of the total shares of Common Stock issued and
outstanding on the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Any unvoted position in a brokerage account will be considered as not
voted and will not be counted toward fulfillment of quorum requirements. The
shares held by each shareholder who signs and returns the enclosed form of proxy
will be counted for purposes of determining the presence of a quorum at the
Annual Meeting.
The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees for director listed therein, to withhold authority to vote
for one or more of such nominees or to withhold authority to vote for all of
such nominees. The withholding of authority by a shareholder will have no effect
on the results of the election of those nominees for whom authority to vote is
withheld because the Company's bylaws provide that directors are elected by a
plurality of the votes cast.
The Company's Annual Report to Shareholders for the year ended March 31,
1998, including financial statements, is enclosed with this proxy statement. The
Annual Report to Shareholders does not constitute a part of the proxy soliciting
materials. This proxy statement is being mailed on or about July 31, 1998, to
shareholders of record as of July 10, 1998.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The persons who are elected directors will hold office until the next
Annual Meeting of Shareholders and until their successors are elected and shall
qualify. The Board of Directors currently consists of seven members. On June 8,
1998, the Board of Directors increased the number of directorships from seven to
eight.
It is intended that the persons named in the enclosed proxy will vote for
the election of the eight nominees named below. The management of the Company
does not contemplate that any of such nominees will become unavailable to serve
as a director. However, should any nominee be unable to serve as a director
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or become unavailable for any reason, proxies which do not withhold authority to
vote for that nominee may be voted for another nominee to be selected by
management.
The following table sets forth the names of the nominees for election to
the Board of Directors, the principal occupation or employment of each of the
nominees, the period during which each nominee has served as a director of the
Company and the age of each nominee:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR MORE DIRECTOR
NOMINEE THAN THE LAST FIVE YEARS SINCE AGE
------- ------------------------ ----- ---
<S> <C> <C> <C>
Jack Friedman..................... Chairman of the Board and Chief Executive 1965 77
Officer of the Company
Harold Friedman................... Vice Chairman of the Board 1965 68
William E. Crow................... President and Chief Operating Officer of the -- 51
Company
Charles W. Hall................... Partner, Fulbright & Jaworski L.L.P., 1974 68
Attorneys,
Houston, Texas
Alan M. Rauch..................... President, Ener-Tex International Inc. 1980 63
(oilfield equipment sales), Houston, Texas
Hershel M. Rich................... Private investor and business consultant, 1979 73
Houston, Texas
Henry Spira....................... Retired, former Vice President of the Company 1965 93
Kirk K. Weaver.................... President, Parkans International, L.L.C. 1981 53
(recycling services), Houston, Texas since
1996; also Chairman of the Board and Chief
Executive Officer, LTI Technologies, Inc.
(technical services), Houston, Texas
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Company's directors, executive officers and 10% shareholders must report to the
Securities and Exchange Commission certain transactions involving Common Stock.
Based solely on a review of the copies of the reports required pursuant to
Section 16(a) of the Exchange Act that have been furnished to the Company and
written representations that no other reports were required, the Company
believes that these filing requirements have been satisfied for the fiscal year
ended March 31, 1998 except that each of Messrs. J. Friedman and Spira did not
timely file a report regarding shares donated to charitable organizations, Ted
Henderson, a Vice President of the Company, did not timely file a report
regarding a stock purchase and Alan M. Rauch did not timely file a report
regarding shares donated to a family trust.
DIRECTOR FEES
With the exception of directors who are employees of the Company, directors
are paid $500 per quarter and receive annually 400 shares of Common Stock. In
addition, audit committee members receive $500 for each committee meeting
attended. Directors who are employees of the Company receive no compensation for
serving as director.
BOARD OF DIRECTORS AFFILIATIONS
Messrs. Harold Friedman and Jack Friedman are brothers and the nephews of
Mr. Spira. Mr. Hall is a partner with Fulbright & Jaworski L.L.P., legal counsel
for the Company.
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COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
During fiscal 1998, the Board met six times including telephonic meetings.
Messrs. J. Friedman, H. Friedman, Hall and Spira attended all of the meetings.
Messrs. Rich and Weaver attended five of the meetings, and Mr. Rauch attended
four of the meetings.
The Board of Directors has an audit committee which consists of Messrs.
Hall, Rauch and Weaver. The audit committee discusses with the independent
accountants and management the scope of the audit examinations, reviews with the
independent accountants the audit budget, receives and reviews the audit report
submitted by the independent accountants, reviews with the independent
accountants internal accounting and control procedures and recommends
independent accountants for appointment as auditors. The audit committee met one
time in fiscal 1998. Messrs. Hall, Rauch and Weaver attended the meeting.
The Board of Directors has a compensation committee composed of Messrs.
Rich, Rauch and Weaver. The compensation committee considers and recommends for
approval by the Board of Directors adjustments to the compensation of the
executive officers of the Company and the implementation of any compensation
program. The compensation committee did not meet in fiscal 1998.
The Board of Directors has a stock option committee composed of Messrs.
Rauch and Rich for the purpose of administering any stock option or stock plan
of the Company pursuant to terms of such plans. The stock option committee did
not meet in fiscal 1998.
The Board does not have a nominating committee. Board of Directors nominees
are proposed by management.
EXECUTIVE COMPENSATION
REMUNERATION OF OFFICERS
The following table sets forth the aggregate amount of remuneration paid by
the Company for the three fiscal years ended March 31, 1998, 1997, and 1996 to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ------------ ALL
COMPENSATION SECURITIES OTHER
------------------- UNDERLYING COMPEN-
NAME AND SALARY BONUS(1) OPTIONS/SARS SATION(3)
PRINCIPAL POSITION YEAR ($) ($) (#)(2) ($)
------------------ -------- -------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Jack Friedman 1998 110,000 103,183 -- 2,188
Chairman of the Board and Chief Executive Officer 1997 110,000 87,293 -- 2,188
1996 110,000 68,586 -- 2,320
Harold Friedman 1998 106,700 103,183 -- 16,453(4)
Vice Chairman of the Board 1997 106,700 87,293 -- 16,453(4)
1996 106,700 68,586 -- 16,585(4)
William E. Crow 1998 79,000 151,775 -- 2,188
President and Chief Operating Officer 1997 79,000 127,940 100,000 2,188
1996 71,500 82,897 -- 2,320
Ben Harper 1998 71,500 127,479 -- 2,188
Senior Vice President -- Finance and 1997 71,500 107,617 100,000 2,188
Secretary/Treasurer 1996 67,125 75,741 -- 2,320
Thomas Thompson 1998 71,500 127,479 -- 2,188
Senior Vice President -- Sales and Marketing 1997 71,500 107,617 100,000 2,188
1996 67,125 75,741 -- 2,320
</TABLE>
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<PAGE> 6
- ------------
(1) Includes performance and Christmas bonuses both of which are paid at the
discretion of the Board of Directors.
(2) Does not include any anti-dilution adjustments as a result of the 5% stock
dividends paid by the Company in May 1996, 1997 and 1998.
(3) Reflects payments made to the Company's profit sharing plan for the benefit
of each officer Named Executive Officer.
(4) Includes $14,265 paid in each of 1998, 1997 and 1996 as premiums under a
life insurance policy covering the life of Harold Friedman. Under the terms
of the policy, in the event of his death, the Company will receive the cash
surrender value of the policy and the remaining proceeds will be paid to the
beneficiaries designated by Harold Friedman.
The following chart summarizes certain information relating to options
exercised by the Named Executive Officers during the year ended March 31, 1998
as well as the value of options held by the Named Executive Officers at March
31, 1998.
AGGREGATED OPTION/SAR EXERCISE IN FISCAL 1998 AND VALUE TABLE AT
MARCH 31, 1998
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS
ON REALIZED MARCH 31, 1998 AT MARCH 31, 1998(2)
NAME EXERCISE ($) EXERCISABLE(1) EXERCISABLE
---- -------- -------- ---------------------------- -------------------------
<S> <C> <C> <C> <C>
Jack Friedman -- -- -- --
Harold Friedman -- -- -- --
William E. Crow -- -- 112,739 $310,311
Ben Harper 8,821 41,060 111,755 $275,557
Thomas Thompson -- -- 111,755 $275,557
</TABLE>
- ---------------
(1) Reflects the effects of anti-dilution adjustments as a result of the 5%
stock dividends paid by the Company in May 1996, 1997 and 1998.
(2) Based on the closing price of the Common Stock on March 31, 1998, as a
reported by the American Stock Exchange, Inc.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
WITH RESPECT TO COMPENSATION OF EXECUTIVE OFFICERS
Historically, the profits of the Company have been a principal factor in
determining the compensation of the Company's executive officers. The Committee
believes that the Company's net profit constitutes a significant measure of the
performance of the Company and should have a significant effect on executive
officer compensation. Accordingly, each of the Company's executive officers,
including the Chief Executive Officer, receives a base salary that the Committee
believes is modest in comparison to salaries received by persons holding similar
offices with other publicly held companies, plus a quarterly cash bonus based on
a percentage of the Company's quarterly net income. No increases in the Chief
Executive Officer's or any executive officer's base salary or bonus percentage
were made during fiscal 1998.
The Committee also believes that it is important for the Company's senior
executive officers to have a significant equity interest in the Company in order
to further align their interests with those of the Company's shareholders and,
therefore, compensation in the form of equity securities is appropriate.
Accordingly, the Company maintains various stock option plans in which its
executive officers, other than the Chief Executive Officer and Vice Chairman of
the Board, and other key employees participate. Because the Chief Executive
Officer and Vice Chairman already have significant equity interests in the
Company, the Committee believes
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<PAGE> 7
that their interests are already aligned with those of the Company's
shareholders, and, therefore, compensation solely in the form of cash, rather
than cash and equity securities, is appropriate.
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a
limitation on deductions that can be taken by a publicly held corporation for
compensation paid to certain of its executive officers. Under Section 162(m), a
deduction is denied for compensation paid in a tax year beginning on or after
January 1, 1994, to the Company's executive officers to the extent that such
compensation exceeds $1 million per individual. Stock option grants pursuant to
the Company's employee benefit plans may be exempt from the deduction limit if
certain requirements are met.
The Committee has considered the effect of Section 162(m) on the Company's
existing compensation program. Although certain grants of stock options to the
Company's executive officers may not be exempt from the Section 162(m) deduction
limitation, the Committee believes that for the foreseeable future, the
compensation received by its covered executives will be within the limits of
deductibility.
July 24, 1998
Alan M. Rauch
Hershel M. Rich
Kirk K. Weaver
5
<PAGE> 8
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total shareholder return on the Common Stock with the total
cumulative return on the American Stock Exchange Market Value Index ("MVI") and
the Standard & Poor's Industrial Index ("SPIN") for each fiscal year indicated.
The graph is based on the assumption that $100 is invested in the Common Stock
of the Company, the MVI and the SPIN on the last day of fiscal 1993 and that all
dividends are reinvested.
COMPARISON OF 5 YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
American
Stock Standard &
Friedman Exchange Poor's
Measurement Period Industries, Market Value Industrial
(Fiscal Year Covered) Incorporated Index Index
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 153.54 104.65 100.67
1995 165.81 109.68 115.26
1996 159.36 134.94 147.15
1997 261.63 137.20 171.78
1998 351.71 181.53 247.68
</TABLE>
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934 or to the
liabilities of Section 18 under such Act.
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<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning the
beneficial ownership of Common Stock by each director, nominee for director,
named executive officer and officers and directors as a group and persons who
owned of record more than 5% of the Common Stock as of June 30, 1998:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OF SHARES
NAME OWNERSHIP(A) OUTSTANDING
---- ----------------- -----------
<S> <C> <C>
Jack Friedman.............................................. 1,115,121 16.4%
P.O. Box 21147
Houston, Texas 77226
Harold Friedman............................................ 1,172,602 17.2%
P.O. Box 21147
Houston, Texas 77226
Dimensional Fund Advisors Inc.............................. 435,477(b) 6.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Henry Spira................................................ 239,150 3.5%
Charles W. Hall............................................ 3,708 *
Alan M. Rauch.............................................. 18,491 *
Hershel M. Rich............................................ 48,581(c) *
Kirk K. Weaver............................................. 4,110 *
William E. Crow............................................ 148,706(d) 2.1%
Ben Harper................................................. 150,080(d) 2.2%
Thomas Thompson............................................ 134,357(d)(c) 1.9%
Officers and directors as a group (12 persons)............. 3,086,313(c)(e) 43.0%
</TABLE>
- ------------
* Less than 1%.
(a) Based upon information obtained from the officers, directors, director
nominees and beneficial owners. Includes all shares beneficially owned
according to the definition of "beneficial ownership" in the rules
promulgated under to the Securities Exchange Act of 1934. Except as
otherwise indicated, the indicated person has sole voting and investment
power with respect to the shares. To the Company's knowledge, the only
other record owner of Common Stock having more than 5% of the voting power
of such class of security is Cede & Co. The Company is informed that Cede &
Co. is a nominee name for The Depository Trust Company, a stock clearing
corporation. The shares of Common Stock held by Cede & Co. are believed to
be held for the accounts of various brokerage firms, banks and other
institutions, none of which, to the Company's knowledge, owns beneficially
more than 5% of the Common Stock except as described above.
(b) Based upon information contained in a Schedule 13G dated February 9, 1998,
and otherwise received from the listed owner, Dimensional Fund Advisors
Inc. ("Dimensional"). Dimensional, a registered investment advisor, is
deemed to have beneficial ownership of 435,477 shares of the Company's
Common Stock as of December 31, 1997, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(c) Does not include 22,310 shares and 4,028 shares beneficially owned and
voted by the spouses of Mr. Rich and of Mr. Thompson, respectively, as to
which shares beneficial ownership is disclaimed.
(d) Includes 112,739 shares, 111,755 shares and 111,755 shares for Messrs.
Crow, Harper and Thompson, respectively, all of which are subject to
issuance upon the exercise of stock options within 60 days.
(e) Includes 358,412 shares that are subject to issuance upon the exercise of
stock options within 60 days.
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RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Ernst & Young LLP served as the Company's independent accountants for the
1998 fiscal year and has been recommended by the audit committee to so serve for
the current year. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting, shall have the opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be included in the Company's proxy
statement and form of proxy for the 1999 Annual Meeting of Shareholders must be
received at the Company's principal offices at 4001 Homestead Road, Houston,
Texas 77028 on or before April 2, 1999.
GENERAL
Management knows of no other matter to be presented at the meeting. If any
other matter should be presented upon which a vote may properly be taken, it is
intended that shares represented by the proxies in the accompanying form will be
voted with respect thereto in accordance with the best judgment of the person or
persons voting such shares.
The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers and regular employees of the Company may solicit the return
of proxies by telephone, telegram or personal interviews.
By Order of the Board of Directors,
BEN HARPER
Secretary
July 31, 1998
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<PAGE> 11
FRIEDMAN INDUSTRIES, INCORPORATED
PROXY - ANNUAL MEETING OF SHAREHOLDERS - AUGUST 21, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Friedman Industries, Incorporated (the "Company")
hereby appoints Jack Friedman and Harold Friedman, and each of them, proxies of
the undersigned, with full power of substitution, to vote at the Annual Meeting
of Shareholders of the Company to be held at the offices of Fulbright &
Jaworski L.L.P., 1301 McKinney, 51st Floor, Houston, Texas, on August 21, 1998,
at 11:00 a.m. (local time), and at any adjournment thereof, the number of votes
which the undersigned would be entitled to cast if personally present.
(continued and to be signed on other side)
<PAGE> 12
[X] Please mark your
votes as in this
example.
FOR all nominees
listed at right WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
1. Election of the contrary below listed at right
Directors [ ] [ ]
Nominees: J. Friedman
H. Friedman
W. Crow
H. Spira
K. Weaver
A. Rauch
H. Rich
C. Hall
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list at right.)
2. In their discretion the proxies are authorized to vote on such other matters
as may properly come before the meeting or any adjournment thereof.
For additional disclosure, please see the Notice of Annual Meeting of
Shareholders and the Proxy Statement each dated July 31, 1998 relating to such
meeting, receipt of which is hereby acknowledged.
Unless otherwise directed by the shareholder, this proxy will be voted for
the director nominees listed above. Any proxy or proxies heretofore given by
the undersigned are hereby revoked.
If your address below is incorrect, please make necessary changes on this
proxy.
Please sign below and return in the enclosed envelope.
Signature of Shareholder(s)__________________________ DATE _______________, 1998
NOTE: Please sign your name here exactly as it appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as it appears hereon.
