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[LOGO]
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
FEBRUARY 7, 1996
The annual meeting of shareholders of Hawkins Chemical, Inc. (the "Company")
will be held at the Sheraton Minneapolis Metrodome, 1330 Industrial Boulevard,
Minneapolis, Minnesota, on Wednesday, February 7, 1996, at 3:00 P.M., Central
Standard Time, for the following purposes:
1. To enlarge the Board of Directors to eleven members.
2. To elect ten directors.
3. To act upon a proposal to ratify the selection of Deloitte & Touche LLP
as independent auditors of the Company for the current fiscal year.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on December 22, 1995
as the record date for determining the shareholders entitled to vote at the
annual meeting. Accordingly, only shareholders of record at the close of
business on that date will be entitled to vote at the meeting. The Company's
transfer books will not be closed.
Dated: December 29, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN R. HAWKINS, SECRETARY
IMPORTANT: TO ASSURE THE NECESSARY REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
URGED TO SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU SO DESIRE.
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PROXY STATEMENT
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
DECEMBER 29, 1995
The following statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hawkins Chemical, Inc. (the "Company") to
be voted at the annual meeting of shareholders of the Company to be held on
Wednesday, February 7, 1996, or at any adjournment or adjournments of such
meeting. Distribution of this proxy statement and proxy to the shareholders
began on or about December 29, 1995.
SOLICITATION
The cost of soliciting proxies and of the notices of the meeting, including
the preparation, assembly and mailing of proxies and this statement, will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone or telegraph by regular employees of the
Company. Furthermore, arrangements may be made with brokers, banks and similar
organizations to send proxies and proxy materials to beneficial owners for
voting instructions, for which the Company will reimburse such organizations for
their expenses.
REVOCATION AND VOTING OF PROXY
Any shareholder giving a proxy may revoke it prior to its use at the meeting
by (1) delivering a written notice expressly revoking the proxy to the Secretary
at the Company's offices, (2) signing and forwarding to the Company at its
offices a later-dated proxy, or (3) attending the annual meeting and casting his
or her votes personally.
Proxies will be voted in accordance with the choices specified by the
shareholders by means of the ballot provided on the proxy. In the absence of
such specification, the proxies will be voted "For" the nominees for director
and the proposals set forth in the Notice of Annual Meeting.
OUTSTANDING SHARES AND VOTING RIGHTS
The record date for determining the shareholders entitled to vote at the
annual meeting is December 22, 1995. At the close of business on that date,
there were outstanding 10,525,772 shares of common stock, par value $.05 per
share, which is the only outstanding class of stock of the Company. Holders of
common shares are entitled to one vote for each share held on the record date
with respect to all matters that may be brought before the meeting. There is no
cumulative voting for directors.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership of common stock of the Company with the
Securities and Exchange Commission. Executive officers, directors and persons
who beneficially own more than ten percent of the common stock of the Company
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of such
forms furnished to the Company, and written representations from the Company's
executive officers and directors, all Section 16(a) filing requirements
applicable to the Company's executive officers and directors have been
satisfied.
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SECURITY OWNERSHIP OF MANAGEMENT
AND BENEFICIAL OWNERSHIP
The following table contains information as of November 30, 1995 concerning
the beneficial ownership of the Company's common shares by all directors and
nominees, by all current directors and officers as a group, and by persons known
to the Company to beneficially own more than 5% of its common shares.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(A) CLASS
- -------------------------------------------------------------------------------------- -------------- -------------
<S> <C> <C>
Howard J. Hawkins..................................................................... 653,260(b) 6.2%
3100 East Hennepin Avenue
Minneapolis, MN 55413
Norman P. Anderson.................................................................... 445,705 4.2%
225 Holly Road
Hopkins, MN 55343
Carl J. Ahlgren....................................................................... 129,992(c) 1.2%
Howard M. Hawkins..................................................................... 215,651(d) 2.0%
Dean L. Hahn.......................................................................... 92,690(e) 0.9%
Donald L. Shipp....................................................................... 117,239(f) 1.1%
John R. Hawkins....................................................................... 110,675(g) 1.0%
C. Charles Jackson, Jr. .............................................................. 14,792(h) 0.1%
John S. McKeon........................................................................ 11,590(i) 0.1%
S. Albert Diez Hanser................................................................. 6,198 *
Duane Jergenson....................................................................... 0 0.0%
All current directors and officers as a group (12 persons)............................ 1,824,823(j) 17.3%
Trustees, Hawkins Chemical, Inc. Employee Stock Ownership Plan and Trust.............. 2,292,738(k) 21.8%
3100 East Hennepin Avenue
Minneapolis, MN 55413
Trustees, Hawkins Chemical, Inc. Money Purchase Pension Plan and Trust................ 59,526(k) 0.6%
3100 East Hennepin Avenue
Minneapolis, MN 55413
</TABLE>
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* Less than 0.1%
(a) Unless otherwise noted, all shares shown are held by individuals possessing
sole voting and investment power with respect to such shares.
(b) Includes 184,089 shares owned by the wife of Howard J. Hawkins as to which
Mr. Hawkins may be deemed to share voting and investment power, but as to
which he disclaims beneficial ownership, as well as 28,561 shares that Mr.
Hawkins holds jointly with his wife as to which he shares voting and
investment power. Does not include shares representing the beneficial
interest of Mr. Hawkins as of November 30, 1995 in the Company's Employee
Stock Ownership Plan (146,873 shares) and Money Purchase Pension Plan (2,454
shares).
(c) Includes 51,942 shares held in trust for the benefit of Mr. Ahlgren's wife
as to which Mr. disclaims beneficial ownership, and 55,996 shares held in
trust as to which Mr. Ahlgren shares voting and investment power.
(d) Includes 45,214 shares held by Howard M. Hawkins as custodian for his minor
child as to which Mr. Hawkins has full voting and investment power, but as
to which he disclaims beneficial ownership; 3,080 shares held by the wife of
Mr. Hawkins as to which he may be deemed to share voting and investment
power, but as to which he disclaims beneficial ownership; and 105,905 shares
that Mr. Hawkins holds jointly with his wife as to which he shares voting
and investment power. Does not
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include shares representing the beneficial interest of Mr. Hawkins as of
November 30, 1995 in the Company's Employee Stock Ownership Plan (106,036
shares) and Money Purchase Pension Plan (2,914 shares).
(e) Includes 11,369 shares that Mr. Hahn holds jointly with his wife as to which
he shares voting and investment power. Does not include shares representing
Mr. Hahn's beneficial interest as of November 30, 1995 in the Company's
Employee Stock Ownership Plan (175,971 shares) and Money Purchase Pension
Plan (6,377 shares).
(f) Includes 110,145 shares held by Mr. Shipp jointly with his wife as to which
he shares voting and investment power. Does not include shares representing
Mr. Shipp's beneficial interest as of November 30, 1995 in the Company's
Employee Stock Ownership Plan (152,501 shares) and Money Purchase Pension
Plan (5,046 shares).
(g) Includes 65,564 shares held by John Hawkins as custodian for his minor
children as to which he has sole voting and investment power, but as to
which he disclaims beneficial ownership, as well as 550 shares held by Mr.
Hawkins jointly with his wife as to which he shares voting and investment
power. Does not include shares representing the beneficial interest of Mr.
Hawkins as of November 30, 1995 in the Company's Employee Stock Ownership
Plan (100,180 shares) and Money Purchase Pension Plan (2,439 shares).
(h) All shares held in trust as to which Mr. Jackson shares voting and
investment power.
(i) Includes 943 shares held by Mr. McKeon as custodian for his minor children
as to which Mr. McKeon has sole voting and investment power, but as to which
he disclaims beneficial ownership.
(j) 6,898 of the shares owned by an officer who is not also a director or
nominee are held by that officer jointly with his wife as to which he shares
voting and investment power. Not included in the total are shares
representing the beneficial ownership of such officer and of his spouse as
of November 30, 1995 in the Company's Employee Stock Ownership Plan (57,231
and 3,606 shares, respectively) and Money Purchase Pension Plan (2,005 and
173 shares, respectively). 20,133 of the shares owned by an officer who is
not also a director or nominee are held by that officer directly.
(k) The current trustees of the Hawkins Chemical, Inc. Employee Stock Ownership
Plan and Trust and of the Hawkins Chemical, Inc. Money Purchase Pension Plan
and Trust are Howard J. Hawkins, Dean L. Hahn, Donald L. Shipp, Howard M.
Hawkins, and John R. Hawkins. Although these individuals could be deemed to
"beneficially own" all of the shares held by these Plans because of their
shared voting and investment power with respect to those shares, they have
not been included in the share ownership figures listed above for these
individuals or for all current directors and officers as a group. Voting
rights as to shares of the Company's stock are passed through to
participants under the Employee Stock Ownership Plan, but not under the
Money Purchase Pension Plan.
RELATED PARTY TRANSACTIONS
In connection with the Company's acquisition of certain assets of Industrial
Chemical and Equipment Co. ("ICE") on October 4, 1993, the Company delivered a
note payable to ICE in the original principal amount of $729,724 as part of the
$2,502,430 purchase price paid for the assets acquired. The note is payable over
a period of nine years in annual installments, with interest accruing at the
rate of seven percent per annum. John H. Michel, the sole shareholder of ICE and
a vice president of the Company responsible for the new Industrial Chemical and
Equipment division, is an indirect beneficiary of this note. The transaction was
negotiated on an arms length basis and was completed prior to Mr. Michel
becoming an officer of the Company.
In connection with the ICE acquisition, Mr. Michel also entered into an
employment contract with the Company, pursuant to which he will be employed by
the Company for a period of four years and will receive an annual base salary of
$110,000.
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PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
1. ENLARGING SIZE OF BOARD OF DIRECTORS
The Board of Directors proposes to increase the size of the Board to eleven
members. The Company's By-Laws provide for a Board of up to eleven Directors,
and the Directors have determined that it is in the best interests of the
Company to increase the number of members from the current ten to eleven in
order to increase the number of outside directors. Although management does not
currently have a nominee to fill the additional seat, the Board may determine to
fill the vacant seat at some time prior to the next annual meeting of
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" INCREASING THE SIZE OF THE
BOARD TO ELEVEN MEMBERS.
2. ELECTION OF DIRECTORS
At the forthcoming annual meeting, ten persons are to be elected to the
Company's Board of Directors, each to hold office for the ensuing year or until
his successor is duly elected and qualified. The Company's By-Laws provide for a
Board of Directors of not fewer than three nor more than eleven directors. The
Company's By-Laws provide that the nominees must be elected by the affirmative
vote of the holders of a majority of the voting power of the shares represented
at the meeting (whether in person or by proxy). Proxies will be voted for the
election of all nominees unless you direct otherwise. Should any nominee decline
or be unable to accept such nomination or to serve as director (an event which
management does not now expect to occur), proxies will be voted for a substitute
nominee or nominees in accordance with the best judgment of the person or
persons acting under them.
Except for Duane Jergenson, all nominees are now directors of the Company
and have served continuously since the year indicated below. The principal
occupation or employment of each nominee is set forth below; all occupations are
with the Company unless otherwise noted.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AND EMPLOYMENT AGE SINCE
- ----------------------------------- ------------------------------------------------------- --- --------
<S> <C> <C> <C>
Howard J. Hawkins.................. Chairman of the Board since 1964; Chief Executive 77 1955
Officer since 1987.
Dean L. Hahn....................... President since 1983. 62 1974
Donald L. Shipp.................... Executive Vice President since 1983; President of 60 1977
Feed-Rite Controls, Inc., a subsidiary of the Company,
since 1967.
Carl J. Ahlgren.................... Retired; Vice President 1970 - February 1991; Secretary 71 1964
1961 - February 1991.
Howard M. Hawkins.................. Treasurer since 1973. 51 1976
John R. Hawkins.................... Vice President of Sales since 1987; Secretary since 44 1989
February 1991; Sales Manager 1985 - 1987.
Norman P. Anderson................. Retired; President 1964 - 1983. 82 1955
John S. McKeon..................... President of Golden Valley Microwave Foods, Inc. since 51 1984
August 1993; President of McKeon Associates, Inc. 1991
-1993 (corporate finance consulting); Vice President of
Northstar Industries, Inc. 1976 - 1990.
S. Albert Diez Hanser.............. Acting Chief Executive Officer and President of 58 1995
Astrocom Corporation since 1993; Director of Astrocom
Corporation since 1991; Chairman of Hanrow Financial
Group, Ltd. since May, 1989.
Duane Jergenson.................... Vice President, Operations of Taylor Corporation since 49
1985.
</TABLE>
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As described above, Messrs. Hahn, Shipp, and Howard J., Howard M., and John
R. Hawkins also serve as executive officers of the Company. The only other
executive officers are Jon C. Eaton, who became Vice President in Charge of
Terminal Operations in 1988 and John H. Michel, who was named Vice President in
charge of the Industrial Chemical & Equipment Division in 1993. Mr. Michel
joined the Company in 1993 following the Company's acquisition of substantially
all of the assets of Industrial Chemical & Equipment Co.; Mr. Michel was
previously President of Industrial Chemical & Equipment Co. Executive officers
are elected to serve until the next annual meeting of the Board of Directors or
until their successors are elected and qualify.
There is no family relationship between any officers or directors of the
Company except that Howard J. Hawkins is the father of Howard M. and John R.
Hawkins.
The Board of Directors held four meetings in fiscal 1995. All directors
attended at least 75% of the total number of meetings of the Board and the
committees on which they served. The Audit Committee, which presently is made up
of Howard M. Hawkins, John S. McKeon, and C. Charles Jackson, Jr., is
responsible for selecting auditors, ensuring the fiscal integrity of the
Company, and establishing and reviewing internal controls. The Audit Committee
held one meeting during fiscal 1995. The Compensation Committee, which is
presently made up of John S. McKeon, Carl J. Ahlgren, Norman P. Anderson, C.
Charles Jackson, Jr. and S. Albert Diez Hanser is responsible for establishing
compensation policies for the Company and for reviewing and setting compensation
for senior executives of the Company. The Compensation Committee held one
meeting during fiscal 1995.
A standing nominating committee has not been established although the Board
has authority to do so. Sections 8 through 11 of Article II of the Company's
By-Laws, adopted by the Board on August 23, 1988, provide that a candidate may
not be nominated for election as a director at the annual meeting of
shareholders unless the nomination was previously submitted to the Board or its
nominating committee. A shareholder wishing to nominate a candidate for director
must do so no later than sixty days following the end of the Company's fiscal
year. Nominations are deemed made when the Secretary of the Company receives all
of the following: (1) all information about the nominee that may be required to
be provided in any proxy statement pursuant to the Securities Exchange Act of
1934 and regulations promulgated thereunder; (2) an executed directors'
questionnaire provided by the Company and completed by the nominee; (3) the
nominee's statement consenting to his nomination and agreeing to serve, if
elected; and (4) evidence that the person making the nomination is a
shareholder. After reviewing the submission, the Board or the appointed
nominating committee may, but need not, designate one or more of the nominees to
appear as an alternate candidate on any proxy solicited by management or any
proxy statement furnished by management. The number of such alternate candidates
may not exceed the number of directors to be elected at that annual meeting.
Exclusion of any eligible candidate from a proxy solicited by management does
not affect the right of shareholders to nominate, vote for, or elect such
candidate at any shareholders' meeting held within twelve months after
submission of the nomination material described above.
3. APPROVAL OF AUDITORS
Deloitte & Touche LLP, independent certified public accountants, have been
the auditors of the Company since 1971. They have been retained by the Board of
Directors as the Company's auditors for the current fiscal year, and shareholder
approval of such retention is requested.
Audit services performed by Deloitte & Touche LLP for the year ended October
1, 1995 consisted of the examination of the consolidated financial statements of
the Company and services related to filings with the Securities and Exchange
Commission. All services rendered by Deloitte & Touche LLP are reviewed and
approved by the Board of Directors. The Board of Directors has not specifically
considered the independence of the auditors in relation to the services
rendered, but the auditors have informed the Company that neither the firm nor
any of its partners holds any financial interest in the securities of the
Company.
Representatives of Deloitte & Touche LLP are expected to attend this annual
meeting with the opportunity to make a statement if they desire. They will be
available to respond to appropriate questions.
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The Board of Directors recommends that the shareholders vote "For" the
proposal to approve retention of Deloitte & Touche LLP, and the enclosed proxy
will be so voted unless a contrary vote is indicated. If retention of Deloitte &
Touche LLP is not approved by the shareholders, the Board of Directors will make
another appointment effective at the earliest practicable date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RETENTION OF DELOITTE &
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.
4. OTHER MATTERS
Management does not know of any other business which will be presented for
consideration at the meeting; however, if any other business does properly come
before the meeting, proxies will be voted in accordance with the best judgment
of the person or persons acting under them.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation of the Chief Executive
Officer and the four highest paid executive officers whose aggregate annual
salary and bonus exceeded $100,000 for the Company's last fiscal year:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------- ALL OTHER
FISCAL OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (A) (B) (C)
- ----------------------------------- ------ -------- -------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Howard J. Hawkins 1995 $154,000 $100,000 $4,500 $30,000
Chairman of the Board and Chief 1994 149,200 96,000 4,500 30,000
Executive Officer 1993 144,400 83,000 4,500 30,000
Dean L. Hahn 1995 $136,840 $100,000 $4,500 $30,000
President 1994 132,040 96,000 4,500 30,000
1993 127,240 83,000 4,500 30,000
Donald L. Shipp 1995 $126,400 $100,000 $4,500 $30,000
Executive Vice President 1994 121,600 96,000 4,500 30,000
1993 116,800 83,000 4,500 30,000
John R. Hawkins 1995 $113,440 $ 82,000 $4,500 $30,000
Vice President and Secretary 1994 108,640 78,000 4,500 30,000
1993 103,840 67,000 4,500 30,000
Howard M. Hawkins 1995 $113,440 $ 82,000 $4,500 $30,000
Treasurer 1994 108,640 78,000 4,500 30,000
1993 103,840 67,000 4,500 30,000
</TABLE>
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(A) EMPLOYEE STOCK PURCHASE PLAN
All employees of the Company and its subsidiaries who have attained the age
of 18 years and who have been employed by the Company for one year, as well as
non-employee members of the Board of Directors of the Company are eligible to
participate in the Company's Employee Stock Purchase Plan. Under the Plan, each
participant authorizes the Company to deduct a specified amount, not to exceed
$500, from his paycheck each month, to which the Company adds a bonus of 75% of
such amount, to be used by a depository agent to purchase common shares of the
Company's stock for the participant's individual account under the Plan. Shares
purchased with the Company's bonus vest over a five-year schedule.
(B) MONEY PURCHASE PENSION PLAN
Non-bargaining employees of the Company and its subsidiaries who have
attained the age of 21 years and completed one year of service are eligible to
participate in this defined contribution pension plan. For each year, the
Company and its participating subsidiaries contribute an amount equal to seven
percent of an
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eligible participant's compensation, and this amount is credited to an account
maintained for the participant under the Plan. The maximum annual compensation
that may be used to determine Plan benefits is capped at $150,000 for the
current plan year; this limit will be adjusted in future years under federal tax
law for cost-of-living increases.
Participant accounts are credited with the appropriate gains or losses
resulting from investments made by the Plan. A participant is fully vested after
completing seven years of service. At retirement, the participant receives the
amount credited to his or her account either as a lump sum, in installments, or
in the form of an annuity contract.
(C) PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
Non-bargaining employees of the Company and its subsidiaries who have
attained the age of 21 years and completed one year of service are eligible to
participate in the Company's Profit Sharing and Employee Stock Ownership Plans.
Contributions to these separate Plans are made at the discretion of the Board of
Directors and credited to individual accounts maintained for participants under
the Plans.
The amount of each contribution credited to a participant's account is
proportionate to that participant's compensation compared to the total
compensation paid to all participants in the Plan. The maximum annual
compensation that may be used to determine benefits in the current plan year is
$150,000, which amount will be adjusted in future years for cost-of-living
increases. In addition, the aggregate amount contributed in any one plan year
for a participant under the Money Purchase Pension Plan, Profit Sharing Plan,
and Employee Stock Ownership Plan may not exceed the lesser of 25% of
compensation or $30,000.
Participant accounts in the Profit Sharing and Employee Stock Ownership
Plans are also credited with the appropriate gains or losses resulting from Plan
investments. A participant is fully vested after completing seven years of
service. At retirement, the participant receives the amount credited to his or
her account either as a lump sum or in installments.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All decisions regarding compensation of executive officers of the Company in
fiscal 1995 were made by the Compensation Committee of the Board of Directors.
The Compensation Committee is currently made up of the following directors: John
S. McKeon, Carl J. Ahlgren, Norman P. Anderson and C. Charles Jackson, Jr. None
of the current officers of the Company participates in any board vote setting
his annual salary or bonus.
COMPENSATION COMMITTEE REPORT ON ANNUAL COMPENSATION
The annual compensation programs of the Company are highly leveraged on the
basis of performance. The Company's annual compensation mix generally has lower
base salaries than comparable companies, coupled with a highly leveraged
incentive system which will pay more with good performance and less with below
par performance.
EXECUTIVE SALARIES
The salaries of the Company's executive officers are tied to inflation, plus
a small increase for an increase in corporate profits. An example would be
fiscal 1995: inflation was approximately 3%; raises, therefore, could vary from
0 to 6% with an average of 3%, plus the percentage increase of the income per
share, times a factor of 6%. This year the average officer received a 3% cost of
living increase in base salary, plus an additional 1% increase because the
income per share was up 6%. The executive officers of the Company on the
average, therefore, received salary increases of 4%.
EXECUTIVE BONUS PLAN
The bonus plan for executive officers is based on the following factors:
corporate performance, business unit performance and personal performance. The
corporate performance rating is based on the Company's percentage growth in
earnings per share over the prior year and its return on equity. These two
factors are the primary determinants of share price over time. Business unit
ratings are based primarily on profit
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performance (market share performance, new product development, workplace
diversity and other factors are also considered). Personal ratings can include
such qualitative factors as quality of the strategic plan, organizational and
management development progress and industry, public affairs, and civic
involvement.
Corporate business unit ratings can range from .5 to 1.8 with top annual
performance represented by a 1.5 or higher rating. Personal ratings can range
from 0.0 to 1.5. These ratings are then combined with the participant's target
incentive participation rate (a percentage of base salary which increases for
higher positions within the Company). Both business unit and personal ratings
are heavily dependent on achievement of financial objectives. The weights for
executive officers are 50% corporate and 50% personal, while business unit
officers are generally 38% unit, 12% corporate and 50% personal. The total
corporate bonus package is approximately 11% of the Company's income from
operations.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of Howard J. Hawkins, Chief Executive Officer, is
determined in the same manner as set forth above for all other executive
officers.
COMPENSATION COMMITTEE
John S. McKeon Carl J. Ahlgren
Norman P. Anderson C. Charles Jackson, Jr.
COMPENSATION OF DIRECTORS
During fiscal 1995, each director who is not an employee of the Company was
paid $2,750 as an annual retainer plus $660 for each meeting attended. In
addition to his regular director's fees, Carl J. Ahlgren received $1,500 in
fiscal 1995 for his work in preparing last year's annual report. Beginning in
calendar year 1996, the annual retainer will increase to $6,000.
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COMPARATIVE STOCK PERFORMANCE GRAPH
The following is a graph comparing the annual percentage change in the
cumulative total shareholder return on the Company's Common Stock with the
cumulative total returns of the NASDAQ Composite Index and the NASDAQ Industrial
Index for the Company's last five fiscal years. The graph assumes the investment
of $100 in the Company's Common Stock, the NASDAQ Composite Index and the NASDAQ
Industrial Index on October 1, 1990, and reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ INDUSTRIAL INDEX NASDAQ COMPOSITE INDEX HAWKINS CHEMICAL, INC.
<S> <C> <C> <C>
1990(Base) 100 100 100
1991 160.18 152.94 108.19
1992 168.5 169.3 115.77
1993 211.73 221.41 149.72
1994 211 221.85 195.09
1995 266.43 302.91 249.87
</TABLE>
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PROPOSALS BY SHAREHOLDERS
Any proposal that a shareholder intends to present at the 1997 Annual
Meeting must be received by the Company no later than August 31, 1996 for
inclusion in the 1997 Notice of Annual Meeting, Proxy Statement, and form of
proxy.
FORM 10-K
The Company will provide each person whose proxy is solicited, upon the
written request of any such person, a copy of its annual report on Form 10-K as
filed with the Securities and Exchange Commission, including the financial
statements and financial statement schedules required to be filed with the
Commission. Such written request should be directed to John R. Hawkins,
Corporate Secretary, Hawkins Chemical, Inc., 3100 East Hennepin Avenue,
Minneapolis, Minnesota 55413.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN R. HAWKINS, SECRETARY
Dated: December 29, 1995.
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HAWKINS CHEMICAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 7, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HAWKINS CHEMICAL,
INC.
The undersigned hereby appoints Howard J. Hawkins, Dean L. Hahn, and John R.
Hawkins, or a majority of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of Hawkins Chemical, Inc. held of record
by the undersigned on DECEMBER 22, 1995, at the Annual Meeting of Shareholders
of Hawkins Chemical, Inc. to be held at 3:00 P.M. on Wednesday, FEBRUARY 7,
1996, at the Sheraton Minneapolis Metrodome, 1330 Industrial Boulevard,
Minneapolis, Minnesota, and any adjournment thereof.
<TABLE>
<S> <C> <C> <C>
1. PROPOSAL TO ENLARGE the Board of Directors to eleven seats.
/ / FOR / / AGAINST / / ABSTAIN
2. ELECTION OF / / FOR all nominees listed below
DIRECTORS: EXCEPT those I have struck by a line through their names.
Howard J. Hawkins, Dean L. Hahn, Carl J. Ahlgren, Howard M. Hawkins, Norman P. Anderson, Donald L. Shipp,
John S. McKeon, John R. Hawkins, S. Albert Diez Hanser, Duane Jergenson
/ / WITHHOLD AUTHORITY
to vote for ALL nominees listed above.
3. PROPOSAL TO RATIFY AND APPROVE the selection of Deloitte & Touche LLP as independent auditors for the current fiscal
year.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the
meeting. Management is not presently aware of any such matters to be presented for action.
</TABLE>
(CONTINUED, AND TO BE SIGNED AND DATED, ON THE OTHER SIDE)
<PAGE>
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY, BUT IF
THIS PROXY IS RETURNED WITH NO DIRECTION MADE, THEY WILL BE VOTED "FOR" EACH OF
THE PROPOSALS.
The undersigned hereby ratifies and confirms all that the Proxies shall lawfully
do or cause to be done by virtue hereof and hereby revokes all proxies
heretofore given to vote such shares.
PLEASE SIGN AND RETURN PROMPTLY.
___________________________________
Signature
______________________________________
Signature if held jointly
Dated: ______________________, 1996
(Please date this Proxy)
(Please sign exactly as your name
appears to the left. When shares
are held by joint tenants, both
should sign. When signing as
executor, administrator, attorney,
trustee or guardian, please 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 an authorized
person.)
