SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant _X_
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
_X_ Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
___ Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
HASTINGS MANUFACTURING COMPANY
________________________________________________________________________________
(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_ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2), or Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the file 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:
________________________________________________________________________________
HASTINGS MANUFACTURING COMPANY
325 North Hanover
Hastings, Michigan 49058
Telephone No. (616) 945-2491
Facsimile No. (616) 945-4667
_______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1995
________________________________________________________________________________
The Annual Meeting of Shareholders of Hastings Manufacturing Company, a
Michigan corporation ("Hastings"), will be held at its principal office located
at 325 North Hanover, Hastings, Michigan, on Tuesday, the 2nd day of May, 1995,
at 2:00 p.m., local time, for the following purposes:
1. To elect two (2) directors for three year terms expiring in 1998.
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 6, 1995, are
entitled to notice of and to vote at the Annual Meeting of Shareholders or any
adjournments thereof.
Your attention is directed to the enclosed Proxy Statement and Proxy. The
annual report of Hastings for the year ended December 31, 1994, is also
enclosed.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE. THIS WILL ASSURE YOUR
REPRESENTATION AND A QUORUM FOR THE TRANSACTION OF BUSINESS AT THE MEETING. IF
YOU ATTEND THE MEETING AND VOTE IN PERSON, THIS PROXY WILL NOT BE USED.
By Order of the Board of Directors
MONTY C. BENNETT
Secretary
April 3, 1995
HASTINGS MANUFACTURING COMPANY
325 North Hanover
Hastings, Michigan 49058
Telephone No. (616) 945-2491
Facsimile No. (616) 945-4667
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1995
PROXY STATEMENT
INTRODUCTION
This Proxy Statement and the enclosed Proxy are being furnished to holders
of Common Stock, $2 par value per share ("Common Stock"), of Hastings
Manufacturing Company ("Hastings" or the "Company") in connection with the
solicitation of proxies by the Board of Directors of Hastings for use at the
Annual Meeting of Shareholders to be held at 2:00 p.m., local time, on May 2,
1995, at its principal office located at 325 North Hanover, Hastings, Michigan,
and any adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders.
If a Proxy in the enclosed form is properly executed, returned to Hastings,
and not revoked, the shares of Common Stock represented by the Proxy will be
voted in accordance with the wishes specified in the Proxy. If no choice is
specified, the designated proxies will vote the shares represented by the Proxy
for the election of the two director nominees named in this Proxy Statement.
Hastings' management does not know of any other matters to be presented at the
Annual Meeting of Shareholders. If other matters are presented, the shares
represented by the Proxy will be voted in the discretion of the designated
proxies, who will take into consideration the recommendations of Hastings'
management.
Any shareholder who executes and delivers a Proxy may revoke it at any time
before it is voted at the Annual Meeting by giving notice in writing directed to
the Secretary of Hastings at the address set forth above, by submitting a Proxy
bearing a later date, or by attending the meeting and voting in person.
This Proxy Statement is being mailed to shareholders of Hastings on or
about April 3, 1995.
VOTING RIGHTS
The Board of Directors fixed the close of business on Monday, March 6,
1995, as the record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting of Shareholders to be held May 2,
1995, and any adjournments thereof.
On March 6, 1995, 388,383 shares of Hastings Common Stock were issued and
outstanding. Each share of Common Stock, the only class of voting securities
presently outstanding, entitles its holder to one vote in person or by Proxy on
each matter presented for shareholder action.
-2-
PRINCIPAL HASTINGS SHAREHOLDERS
Security Ownership of Certain Beneficial Owners.
The following table shows certain information concerning the number of
shares of Common Stock held by the only shareholders who are known to Hastings'
management to be the beneficial owners of more than 5 percent of the outstanding
shares of Common Stock of Hastings as of March 6, 1995.
<TABLE>
<CAPTION>
Name and Address Amount of Nature of Percent of
of Beneficial Beneficial Beneficial Outstanding
Owner of Common Stock Ownership Ownership Shares
<S> <C> <C> <C>
Stephen I. Johnson 640 shares Sole voting and investment power .16%
Chairman of the Board 117,345 shares(1)<FN1> Shared voting and investment power 30.21%
Hastings Mfg. Co.
325 North Hanover
Hastings, MI 49058
Mark R. S. Johnson 25,626 shares Sole voting and investment power 6.59%
Co-CEO/ -0- shares Shared voting and investment power ---
President-Marketing
Hastings Mfg. Co.
325 North Hanover
Hastings, MI 49058
The Stephen I. Johnson -0- shares Sole voting and investment power ---
Family Group (2)<F2> 177,547 shares Shared voting and investment power 45.68%
c/o Stephen I. Johnson
Hastings Mfg. Co.
325 North Hanover
Hastings, MI 49058
Dimensional Fund 17,900 shares Sole voting and investment power 4.61%
Advisors, Inc. (3)<F3> 11,300 shares Shared voting and investment power 2.91%
1299 Ocean Ave.
Suite 650
Santa Monica, CA 90401
Amici Associates and 25,900 shares Sole voting and investment power 6.67%
The Collectors' Fund (4)<F4> -0- shares Shared voting and investment power ---
100 Park Avenue
Suite 1105
_______________________________________
<FN>
<F1>(1) This number does not include 14,111 shares as to which Mr. Johnson is a co-trustee along with two other persons as to a
testamentary trust established by his father. This number includes shares held by the Stephen I. Johnson Trust, the Isabel Sage
Johnson Trust, the Anna M. Johnson Trust and the Aben E. Johnson Trust, each for which Mr. Johnson is a trustee, and shares held
by SAMCO, Inc., of which Mr. Johnson is the majority shareholder.
-3-
<F2>(2) On October 26, 1982, the Stephen I. Johnson Family Group ("Family Group") filed a report on Schedule 13D (the "Schedule
13D") with the Securities and Exchange Commission and the American Stock Exchange in connection with a tender offer which
terminated in January of 1983. Amendment No. 2 to the Schedule 13D was filed with the Securities and Exchange Commission on or
about April 1, 1993, reaffirming the Family Group's mutual belief that it is in the best interests of Hastings and its
shareholders that Hastings remain an independently owned corporation. The Family group consists primarily of Stephen I. Johnson
and family members and close relatives of Stephen I. Johnson. The Schedule 13D, as amended, contains a Shareholder Letter of
Intent signed by all Family Group members. The Shareholder Letter of Intent states that Family Group members believe it is in the
best interests of Hastings, its shareholders, its employees and the local community that Hastings remain an independently owned
corporation and further states that Family Group members intend to oppose any takeover attempt that would result in Hastings no
longer remaining an independently owned corporation and which is not in the best interest of Hastings, its shareholders, its
employees or the local community. Family Group members and trusts for which such persons have or share voting power hold an
aggregate of approximately 177,547 shares representing approximately 45.68% of the outstanding shares of Hastings Common Stock.
<F3>(3) Based on information set forth in a report on Schedule 13G filed with the SEC. Persons who are officers of Dimensional
Fund Advisors, Inc. also serve as officers of DFA Investment Dimensions Group Inc. In their capacity as officers of the Fund,
these persons vote 17,900 shares held in trust and 11,300 shares which are owned by the Fund. The 17,900 shares are owned by
investment advisory clients of Dimensional Fund Advisors, Inc., no one of which to the knowledge of Dimensional Fund Advisors,
Inc. owns more than 5% of the class.
<F4>(4) Based on information set forth in a report on Schedule 13D filed with the Securities and Exchange Commission.
</FN>
</TABLE>
Security Ownership of Management.
The following table shows the beneficial ownership of shares of Hastings
Common Stock, held as of March 6, 1994, by each director and nominee for
election as director, each of the named executive officers and by all directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Amount of Percent of
Name of Beneficial Nature of Outstanding
Beneficial Owner Ownership Beneficial Ownership Shares
<S> <C> <C> <C>
Stephen I. Johnson 640 shares Sole voting and investment power .16%
117,345 shares(1)<F1> Shared voting and investment power 30.21%
Mark R. S. Johnson 25,626 shares Sole voting and investment power 6.59%
-0- shares Shared voting and investment power --
Andrew F. Johnson 4,916 shares Sole voting and investment power 1.26%
-0- shares Shared voting and investment --
-4-
William R. Cook 800 shares Sole voting and investment power .21%
-0- shares Shared voting and investment power --
Robert H. Wallin 500 shares Sole voting and investment power .13%
900 shares Shared voting and investment power .23%
Richard L. Foster -0- shares Sole voting and investment power --
100 shares Shared voting and investment power .03%
Monty C. Bennett 500 shares Sole voting and investment power .12%
-0- shares Shared voting and investment power --
Dale W. Koop 500 shares Sole voting and investment power .11%
-0- shares Shared voting and investment power --
Neil A. Gardner -0- shares Sole voting and investment power --
10 shares Shared voting and investment power --
Douglas A. DeCamp 1,000 shares Sole voting and investment power .26%
-0- shares Shared voting and investment power --
All directors and 33,882 shares Sole voting and investment power 8.72%
executive officers 171,850 shares Shared voting and investment power 44.25%
as group
___________________________
<FN>
<F1>(1) This number does not include 14,111 shares as to which Mr. Johnson is a co-trustee along with two other persons as to a
testamentary trust established by his father. This number includes shares held by the Stephen I. Johnson Trust, the Isabel Sage
Johnson Trust, the Anna M. Johnson Trust and the Aben E. Johnson Trust, each for which Mr. Johnson is a trustee, and shares held
by SAMCO, of which Mr. Johnson is the majority shareholder.
</FN>
</TABLE>
DIRECTORS
Stephen I. Johnson and Neil A. Gardner have been nominated by the Board of
Directors to be elected directors at the Annual Meeting of Shareholders for
three-year terms to serve until the Annual Meeting of Shareholders in 1998 or
until their successors are elected and qualified. Eight other directors are
serving terms that will expire in 1996 and 1997. It is the intent of the
designated proxies to vote for the election of the two nominees named in the
table below. Each of these persons is willing to be nominated and to serve if
elected. If any nominee should become unable or unwilling to serve, which is
not contemplated, the incumbent Board of Directors may or may not select a
substitute nominee. If a substitute nominee is selected, the Proxy will be
voted for the election of the substitute nominee. If a substitute nominee is
not selected, the Proxy will be voted for the election of the remaining nominee.
Management has no reason to believe that any of the nominees will not be
available for election. Proxies will not be voted for more than two nominees.
-5-
A plurality of votes of the holders of shares of Common Stock present in
person or by proxy at the Annual Meeting and voting on the election of directors
is required to elect directors. For the purpose of counting votes on the
election of directors, abstentions, broker non-votes and other shares not voted
will not be counted as shares voted on the election, and the number of votes of
which a plurality is required will be reduced by the number of shares not voted.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL
NOMINEES AS DIRECTORS.
The following table shows certain information concerning each director and
nominee for director, supplied by them as of December 31, 1994:
<TABLE>
Nominees to be Elected for Three-Year
Terms Expiring in 1998
<CAPTION>
Principal Occupation Director
Name and Age or Employment Since
<S> <C> <C>
Stephen I. Johnson (75) Chairman of the Board of Hastings 1948
(since 1994). He previously served
as President of Hastings from 1955 to
1994.
Neil A. Gardner (48) Vice President of Hastings City Bank, 1983
Hastings, Michigan, a financial institution
(since 1976).
Incumbent Directors
Terms Expiring in 1996
Principal Occupation Director
Name and Age or Employment Since
Andrew F. Johnson (45) Co-CEO/ President - Operations 1977
of Hastings (since 1994). He pre-
viously served as Executive Vice
President - Operations of Hastings
from 1986 to 1994.
William R. Cook (53) President of Pidgas, Inc., Hastings, 1977
Michigan, an office supply retailer
(since 1994). He previously served
as President of Hastings Press, Inc.,
a commercial printer, from 1975 to 1994.
Monty C. Bennett (57) Vice President-Employee Relations 1982
(since 1986) and Secretary of Hastings
(since 1982).
-6-
Richard L. Foster (67) Retired. He previously served as 1984
Production Control Manager of
Hastings from 1987-1988.
Incumbent Directors
Terms Expiring in 1997
Principal Occupation Director
Name and Age or Employment Since
Mark R. S. Johnson (47) Co-CEO/President-Marketing 1977
of Hastings (since 1994). He
previously served as Executive
Vice President-Marketing from
1986 to 1994.
Robert H. Wallin (63) Vice President-Sales of Hastings 1977
(since 1980)
Dale W. Koop (56) Vice President-Engineering of Hastings 1982
(since 1982)
Douglas A. DeCamp (57) President\CEO of FHI, Inc., (formerly 1984
known as Flexfab, Inc.), a producer of
aircraft hosing and fiberglass products
(since 1984)
</TABLE>
Except as otherwise noted, all of the above-named persons have been
engaged in their present occupations or employment for more than five
years. There are no family relationships (closer than first cousin)
between any of the above-named persons, except that Mark R. S. Johnson and
Andrew F. Johnson are sons of Stephen I. Johnson.
The Hastings Board of Directors does not have a standing committee for
nominating individuals for election as directors. The Hastings Board of
Directors selects its nominees for election to the new Board of Directors
at its first meeting each year in either January or February. The Hastings
Board of Directors will consider nominees recommended by shareholders. Any
such nominations should be in writing and state the name, age and address
of the nominee, his or her educational and employment background, his or
her present employment, and a full and complete statement as to the
qualifications of the nominee to serve as a director. The Board of
Directors will not consider any nomination which does not provide this
information. If a shareholder intends to make a nomination for election at
the Annual Meeting of Shareholders, he or she must deliver a notice to the
Secretary of the Company setting forth the required information concerning
the proposed nominee at least 120 days prior to the date of the notice of
the meeting.
The Hastings Board of Directors has a standing Audit Committee
composed of William R. Cook (Chairman), Neil A. Gardner, Mark R. S.
Johnson, Douglas A. DeCamp and Richard L. Foster. The function of the
Audit Committee is to recommend independent auditors to the Board of
-7-
Directors for the annual audit of Hastings and its subsidiaries, and to
discuss the results of the audit with the independent auditors. The Audit
Committee is responsible for causing suitable examinations of the financial
records and operations of Hastings and its subsidiaries to be performed by
the internal auditor and for reviewing internal controls to insure the
objectivity of Hastings' financial statements. During 1994, the Audit
Committee met three times.
The Compensation Committee of the Board of Directors was created to
determine if director and officer compensation by Hastings is comparable to
industry standards and to make appropriate recommendations to the Board of
Directors. This committee met once during 1994. The members consist of
the three outside directors, plus Mark R. S. Johnson and Andrew F. Johnson
as advisors. In 1994, the outside directors were William R. Cook, Douglas
A. DeCamp and Neil A. Gardner.
During 1994, there were 7 meetings of the Board of Directors. All
incumbent directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of Committees on which they
served during the year, except for Mr. Stephen I. Johnson, who attended 15%
of such meetings.
EXECUTIVE COMPENSATION
The Company's executive officers are appointed annually by and serve
at the pleasure of the Board of Directors.
In May of 1994, Stephen I. Johnson resigned from the position of
President of Hastings, a position he held for over 35 years. The Board of
Directors expressed great appreciation for his years of service and for his
consistent commitment and important contributions to the growth, prosperity
and integrity of Hastings. Stephen I. Johnson has since assumed the
position of Chairman of the Board. To fill the vacant office of President,
the Board of Directors appointed Mark R. S. Johnson as Co-CEO/
President-Marketing and Andrew F. Johnson as Co-CEO/President-Operations.
The compensation paid for the three years ended December 31, 1994, by
Hastings to its chief executive officers and the only other officer of
Hastings whose annual salary and bonus exceeded $100,000 for the year ended
December 31, 1994, is presented below.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Restricted
Name and Principal Annual Compensation Stock All Other
Position Year Salary Bonus Awards(1)<F1> Compensation(2)<F2>
<S> <C> <C> <C> <C> <C>
Stephen I. Johnson 1994 $218,516 $ -0- $ -0- $46,006
Chairman of the Board 1993 167,280 47,258 -0- 45,892
1992 167,280 -0- -0- 49,896
-8-
Mark R.S. Johnson 1994 191,379 -0- -0- 9,266
Co-CEO 1993 156,000 45,084 -0- 9,612
President - Marketing 1992 154,350 -0- -0- 9,120
Andrew F. Johnson 1994 191,379 -0- -0- 10,956
Co-CEO 1993 156,000 45,084 -0- 11,328
President-Operations 1992 154,350 -0- -0- 9,120
<FN>
<F1>(1) No shares of restricted stock vested in 1994 as the performance goals were not met.
<F2>(2) Amounts reported in the Summary Compensation Table as restricted stock awards are
calculated by multiplying the market price of the Company's unrestricted stock on the date of grant
by the number of shares awarded. Recipients of restricted stock have rights as shareholders
including the right to receive dividends paid with respect to the restricted stock. As of
December 31, 1994, the number and value of the aggregate restricted stock holdings for the named
executive officers are as follows:
<S> <C> <C> <C>
Name Number of Shares Value as of 12/31/94
Stephen I, Johnson 40 $1,000
Mark R. S. Johnson 40 1,000
Andrew F. Johnson 40 1,000
<F3>(3) All other compensation includes: (a) Company matching contributions under the Hastings
Savings Plan; (b) Company profit-sharing contributions to the Hastings Savings Plan; and (c) amounts
paid by Hastings for whole life insurance. The amounts included for each in 1994 are:
<S> <C> <C> <C> <C>
Name (a) (b) (c)
Stephen I. Johnson $2,217.60 $7,788.01 $36,000
Mark R. S. Johnson $1,478.41 $7,788.01 -0-
Andrew F. Johnson $3,168.00 $7,788.01 -0-
[/FN]
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation policy is formulated and
recommended to the Board of Directors by the Compensation Committee of the
Board of Directors (the "Committee"). The Committee also administers the
Company's compensation plans. The Committee evaluates annual salaries and
incentive compensation plans for the executive officers and recommends the
salaries and compensation to the Board of Directors. The Board of
Directors makes the final decision on whether to adopt the Committee's
recommendations.
Compensation Policies For Executive Officers
The Compensation Committee's executive compensation philosophy is
intended to provide competitive levels of compensation, tie officers'
compensation to the achievement of the Company's performance objectives,
reward good corporate performance, recognize individual achievement, and
allow the Company to attract and retain quality executive officers. The
-9-
Committee's compensation policy provides that a significant portion of the
annual compensation of each executive officer must relate to, and be
contingent upon, the performance of the Company. The Committee believes
that this policy enhances shareholder value by rewarding executive officers
for profitable growth of the Company.
Compensation for executive officers, including the Co-Chief Executive
Officers, is comprised of three primary components: base salary, an annual
incentive bonus, and awards of restricted stock. Executive officers also
receive various fringe benefits that are offered to other employees
including health, pension and life insurance benefits. The Company's
defined contribution 401(k) profit sharing plan provides benefits based
upon a percentage of the applicable officer's salary and bonus, and
therefore the amount of the officer's retirement benefits are also
partially tied to the Company's profitability and performance.
Base Salary
The Company seeks to attract and retain executives by providing base
salaries that are generally competitive with salaries paid for comparable
positions with companies of similar general type and size in the
marketplace. The Company obtains comparable salary information through
various surveys. The skill and experience required by the position, job
performance, accountability, length of service and current economic
conditions also affect what an officer earns as a base salary.
In general, the Company reviews the base salary of executive officers
on an annual basis. Annual salary adjustments are determined by evaluating
comparable salaries for executives at other companies, the job performance
of the officer, and any increase in responsibilities of the officer.
Annual Cash Incentive Bonus
The Company's executive officers may receive an annual cash incentive
bonus which is based on the Company's performance and profitability gains
during the prior fiscal year. This performance is based upon a reporting
framework that treats factory labor and overhead as a current expense
instead of passing factory labor and overhead through inventory. The
Company believes that this framework affords a more timely reflection and
indicator of performance goals and trends.
Restricted Stock Plan
The Company also provides executive officers and certain other key
employees of the Company with incentives to increase the long-term
profitability of the Company by awarding restricted stock under a
restricted stock plan that was established in 1990 (the "Restricted Stock
Plan"). The Committee believes that the Restricted Stock Plan helps to
align the interests of the Company's executive officers and key employees
with those of the Company and its shareholders by encouraging and promoting
stock ownership by management. The Committee believes that the Restricted
Stock Plan will result in better long-term performance for the Company and
its shareholders. The Company currently has no target ownership level for
equity holdings by officers.
-10-
The Restricted Stock Plan is administered by a committee (the "RSP
Committee"), consisting of three outside directors who are not eligible to
participate in the Restricted Stock Plan. Every award of Common Stock
under the Restricted Stock Plan is subject to two types of restrictions.
The first restriction is based on a continuation of employment for five
years (except in the case of retirement with prior approval, death or
disability). If the recipient fails to meet this vesting criteria, the
recipient forfeits the unvested portion of any restricted stock held by him
or her. Second, the vesting of a portion of each award of restricted stock
is also tied to achievement of certain performance goals established by the
RSP Committee. The performance goals may be company-wide, subsidiary-wide,
division-wide, or tailored to the individual recipient. The performance
goals have generally been based on the per share annual net income of the
Company.
If the Company (or the individual, if applicable) meets or exceeds the
performance goals for a particular year, then the recipient will become the
owner of 20% of his or her restricted stock award. If the Company (or the
individual, if applicable) fails to meet the performance goals, then the
recipient will forfeit all interest in 20% of his or her restricted stock
award. In other words, as long as the Company (or the individual, if
applicable) meets the performance goals, then the recipient may keep the
shares of stock awarded to him or her under the Plan.
During 1994, all recommendations of the Compensation Committee were
unanimously approved by the Board of Directors without modification.
Respectfully submitted,
William R. Cook
Douglas A. DeCamp
Neil A. Gardner
-11-
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return
on Hastings Common Stock to the AMEX Market Index and Peer Group Index.
The AMEX Market Index is a broad equity market index published by the
American Stock Exchange. The Peer Group Index is based upon the cumulative
total shareholder return on the common stock issued by selected companies
in the automotive parts and accessories industry identified below the
graph. The returns of each member of the Peer Group are weighted according
to the respective issuer stock market capitalization at the beginning of
each period for which a return is indicated. The AMEX Market Index and the
Peer Group Index both assume dividend reinvestment. Cumulative total
return is measured by dividing (i) the sum of (A) the cumulative amount of
dividends for the measurement period, assuming dividend reinvestment, and
(B) the difference between the share price at the end and the beginning of
the measurement period; (ii) by the share price at the beginning of the
measurement period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
[STOCK PERFORMANCE GRAPH]
The table below shows dollar values for cumulative total shareholder
return plotted in the graph above.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Hastings $100.00 114.97 114.28 104.88 102.96 73.65
AMEX Market Index $100.00 82.17 105.11 149.76 211.06 182.15
Peer Group Index $100.00 84.80 104.45 105.88 125.79 111.12
____________________
<FN>
(1) The Peer Group companies used to create the Index are as follows: Airsensors Inc;
Amerigon Inc; Arvin Industries Inc; Bailey Corporation; Barnes Group Inc; Bestop Inc; Borg Warner
Automotive; Breed Technologies Inc; Capco Automotive Products; Champion Parts Inc; Code-Alarm Inc;
Collins Industries Inc; Dana Corporation; Defiance Inc; Deflecta-Shield Corporation; Desc S.A.;
Detroit Diesel Corporation; Donaldson Co., Inc; Durakon Industries Inc; Eaton Corporation; Echlin
Inc; Edelbrock Corp; Excel Industries Inc; Federal-Mogul Corporation; Gentex Corporation; Harvard
Industries Inc; Hastings Manufacturing Company; Hayes Wheels International Inc; Hilite Industries
Inc; Jason Inc; JPE Inc; Kysor Industrial Corporation; Larizza Industries Inc; Lifetime Products
Inc; Lund International Holdings; Magna International Inc; Mascotech Inc; Masland Corporation;
Memtec Ltd; Modine Manufacturing Co; Monro Muffler Brake Inc; Motorcar Parts & Accessories Inc;
Orbital Engine Corporation Ltd; R&B Inc; Redlaw Industries Inc; Rotary Power International; RT
Industries Inc; Safety Components International; Schawk Inc; Schwitzer Inc; Simpson Industries Inc;
Smith AO Inc; Sparton Corporation; SPX Corporation; Standard Motor Products Inc; Standard Products
Co; Stant Corporation; Superior Industries International; Top Source Technologies Inc; Truck
Components Inc; TRW Inc; Universal Manufacturing Inc; Valley Forge Corporation; Wescast Industries
Inc; Williams Controls Inc; Wynn's International Inc.
</FN>
</TABLE>
-12-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors were members of the
Compensation Committee during 1994: William R. Cook; Douglas A. DeCamp;
Neil A. Gardner.
COMPENSATION OF DIRECTORS
All directors who are not full-time employees of Hastings are paid a
fee of $500 for each regular or special meeting of the Board of Directors
and $500 for each committee meeting attended by the director. Directors
who are full-time employees do not receive additional compensation.
INDEPENDENT AUDITORS
The Board of Directors has selected the firm of BDO Seidman, Grand
Rapids, Michigan, as independent auditors to audit the consolidated
financial statements of Hastings and its subsidiaries for the fiscal year
ending December 31, 1995. BDO Seidman has served as independent auditors
for Hastings since August 18, 1971. A representative of BDO Seidman is
expected to attend the Annual Meeting of Shareholders on May 2, 1995. The
representative will have an opportunity to make a statement if he or she so
desires and is expected to be available to respond to appropriate questions
from shareholders.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
Hastings' directors and officers and individuals who beneficially own more
than 10 percent of the outstanding shares of Hastings Common Stock to file
reports with the Securities and Exchange Commission concerning their
beneficial ownership and changes in their ownership of shares of Hastings
Common Stock. Such persons are required by Securities and Exchange
Commission regulations to furnish to Hastings copies of all Section 16(a)
reports they file. Based on its review of the copies of such reports
received by it, or written representations from certain reporting persons
that no Forms 5 were required for those persons, Hastings believes that,
from January 1 through December 31, 1994, all Section 16 reporting and
filing requirements were fulfilled.
SHAREHOLDER PROPOSALS
Any proposal that a Hastings shareholder intends to present at the
Annual Meeting of Shareholders to be held in 1996 must be received by
Hastings at its principal office not later than December 3, 1995, to be
considered for inclusion in its Proxy Statement and form of Proxy relating
to that meeting. Proposals of shareholders should be made in accordance
with Securities and Exchange Commission Rule 14a-8.
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MISCELLANEOUS
The cost of soliciting Proxies will be borne by Hastings.
Solicitation of Proxies will be made initially by mail. Directors,
officers and employees of Hastings may solicit, without additional
compensation, Proxies in person or by telephone, telegram, or oral
communication. Proxies may be solicited by nominees and other fiduciaries
who may mail materials to or otherwise communicate with the beneficial
owners of shares held by them. Hastings may reimburse persons holding
stock in their names or those of the nominees for their reasonable expenses
in sending material to beneficial owners.
It is important that your shares be represented at the meeting. To
assure your representation, please complete, date, sign, and return
promptly your proxy in the enclosed postage prepaid envelope.
BY ORDER OF THE BOARD OF DIRECTORS
MONTY C. BENNETT,
Secretary
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HASTINGS MANUFACTURING COMPANY
325 North Hanover
Hastings, Michigan 49058
Telephone No. (616) 945-2491
PROXY FOR ANNUAL SHAREHOLDER MEETING
May 2, 1995
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned shareholder of Hastings Manufacturing Company, a
Michigan corporation ("Hastings"), does hereby constitute and appoint
Stephen I. Johnson and Monty C. Bennett, and either of them, attorneys,
agents and proxies of the undersigned, with full power of substitution to
either, for and in the name of the undersigned and with all the powers the
undersigned would possess if personally present, to vote upon and act with
respect to all the shares of Common Stock of Hastings, standing in the name
of the undersigned at the close of business on March 6, 1995, at the Annual
Meeting of Shareholders of Hastings to be held at the principal office of
Hastings located at 325 North Hanover, Hastings, Michigan, on May 2, 1995,
at 2:00 p.m., local time, and at any and all adjournments thereof, all
according to the number of shares the undersigned would be entitled to vote
if then and there personally present, as follows (the Board of Directors
recommends a vote "FOR" the nominees listed below):
1. The election of the two (2) nominees for directors listed below:
___ VOTE FOR ALL nominees listed below ___ WITHHOLD AUTHORITY to vote for all
except as marked to the nominees listed below
contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name below.)
Stephen I. Johnson Neil A. Gardner
2. To consider and act upon any other business which may properly
come before the meeting or any adjournment or adjournments thereof.
In the event any nominee is unable or unwilling to serve as a
director at the time of the Annual Meeting of Shareholders, each Proxy may
be voted for any substitute nominee designated by the present Board of
Directors. The attorneys, agents, and proxies named herein shall have
discretionary authority to vote on other matters, not presently known,
which may come before the meeting, and shall together and individually have
and exercise all of the powers of said attorneys, agents and proxies
granted hereby.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement dated April 3, 1995, is acknowledged.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO SPECIFICATION IS MADE, THE SHARES SHALL BE VOTED FOR ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY AS DIRECTORS AND IN ACCORDANCE WITH THE
JUDGMENT OF THE PROXIES WITH RESPECT TO ANY OTHER MATTERS WHICH MAY COME
BEFORE THE MEETING.
The undersigned hereby revokes any prior proxy given to vote such
shares at said meeting or at any adjournment thereof.
Dated:____________________, 1995 X_____________________________________
X_____________________________________
(Signature of Shareholder(s))
NOTE: Signatures should be
identical to the names on the stock
certificate. Joint owners should
each sign personally. Persons
signing as attorney, executor,
administrator, trustee or guardian
should give full title as such. If
a corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE TO HASTINGS MANUFACTURING COMPANY, 325 NORTH HANOVER, HASTINGS,
MICHIGAN 49058. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
For our records we would like your telephone
number, if you desire to disclose it.
(____) __________________
Your telephone number, including
area code.
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