<PAGE>
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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
HAWKINS CHEMICAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
FEBRUARY 12, 1997
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 12, 1997, at 3:00 P.M., Central
Standard Time, for the following purposes:
1. To elect ten directors.
2. To act upon a proposal to ratify the selection of Deloitte & Touche LLP
as independent auditors of the Company for the current fiscal year.
3. 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 January 3, 1997 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: January 8, 1997. 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.
<PAGE>
PROXY STATEMENT
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
JANUARY 8, 1997
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 12, 1997, or at any adjournment or adjournments of such
meeting. Distribution of this proxy statement and proxy to the shareholders
began on or about January 8, 1997.
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 January 3, 1997. As of the close of business on that date,
there were outstanding 11,051,690 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(a) BENEFICIAL OWNERSHIP REPORTING 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.
1
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND BENEFICIAL OWNERSHIP
The following table contains information as of November 30, 1996 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............................................................... 617,305(b) 5.6%
3100 East Hennepin Avenue
Minneapolis, MN 55413
Norman P. Anderson.............................................................. 435,659 3.9%
225 Holly Road
Hopkins, MN 55343
Carl J. Ahlgren................................................................. 121,591(c) 1.1%
Howard M. Hawkins............................................................... 213,087(d) 1.9%
Dean L. Hahn.................................................................... 97,627(e) 0.9%
Donald L. Shipp................................................................. 124,514(f) 1.1%
John R. Hawkins................................................................. 74,753(g) 0.7%
John S. McKeon.................................................................. 12,979(h) 0.1%
S. Albert Diez Hanser........................................................... 7,687 *
Duane Jergenson................................................................. 951 *
All current directors and officers as a group (12 persons)...................... 1,706,153(i) 15.4%
Trustees, Hawkins Chemical, Inc.
Employee Stock Ownership Plan and Trust....................................... 2,374,349(j) 21.5%
3100 East Hennepin Avenue
Minneapolis, MN 55413
Trustees, Hawkins Chemical, Inc.
Money Purchase Pension Plan and Trust......................................... 75,285(j) 0.9%
3100 East Hennepin Avenue
Minneapolis, MN 55413
</TABLE>
- ------------
* 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 182,539 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 31,821 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, 1996 in the Company's Employee
Stock Ownership Plan (145,538 shares) and Money Purchase Pension Plan (2,420
shares).
(c) Includes 54,539 shares held in trust for the benefit of Mr. Ahlgren's wife
as to which Mr. Ahlgren disclaims beneficial ownership, and 43,282 shares
held in trust as to which Mr. Ahlgren shares voting and investment power, as
well as 2,022 shares Mr. Ahlgren holds jointly with his wife as to which he
shares voting and investment power.
(d) Includes 54,680 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; 3,234 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 93,098 shares
that
2
<PAGE>
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, 1996 in the Company's Employee
Stock Ownership Plan (113,267 shares) and Money Purchase Pension Plan (3,062
shares).
(e) Includes 12,240 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, 1996 in the Company's
Employee Stock Ownership Plan (186,766 shares) and Money Purchase Pension
Plan (6,143 shares).
(f) Includes 115,652 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, 1996 in the Company's
Employee Stock Ownership Plan (162,100 shares) and Money Purchase Pension
Plan (5,176 shares).
(g) Includes 39,400 shares held by John Hawkins as custodian for one minor child
as to which he has sole voting and investment power, but as to which he
disclaims beneficial ownership, as well as 2,247 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, 1996 in the Company's Employee Stock Ownership Plan
(107,113 shares) and Money Purchase Pension Plan (2,591 shares).
(h) Includes 1,007 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.
(i) 8,001 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 as of November 30,
1996 in the Company's Employee Stock Ownership Plan (61,984 shares) and
Money Purchase Pension Plan (2,159 shares). 22,365 of the shares owned by an
officer who is not also a director or nominee are held by that officer
directly. Not included in the total are shares representing the beneficial
ownership of such officer as of November 30, 1996 in the Company's Employee
Stock Ownership Plan (2,584 shares) and Money Purchase Pension Plan (154).
(j) 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.
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
1. 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
3
<PAGE>
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.
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 Emeritus since 1996; Chairman of the Board from 78 1955
1964 to 1996; Chief Executive Officer from 1987 to 1996.
Dean L. Hahn........................ Chairman of the Board and Chief Executive Officer since 63 1974
1996; President from 1983 to 1996.
Donald L. Shipp..................... President since 1996; Executive Vice President from 1983 to 61 1977
1996; President of Feed-Rite Controls, Inc., a subsidiary
of the Company, since 1967.
Carl J. Ahlgren..................... Retired; Vice President 1970 - February 1991; Secretary 72 1964
1961 - February 1991.
Howard M. Hawkins................... Treasurer since 1973. 52 1976
John R. Hawkins..................... Vice President of Sales since 1987; Secretary since 45 1989
February 1991; Sales Manager 1985 - 1987.
Norman P. Anderson.................. Retired; President 1964 - 1983. 83 1955
John S. McKeon...................... President of Golden Valley Microwave Foods, Inc. since 52 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 Astrocom 59 1995
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 50 1996
1985.
</TABLE>
As described above, Messrs. Hahn, Shipp, and 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 1996. 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,
4
<PAGE>
which presently is made up of Howard M. Hawkins and John S. McKeon, 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 1996. The Compensation Committee, which is
presently made up of John S. McKeon, Carl J. Ahlgren, Norman P. Anderson and
Duane Jergenson, 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 1996.
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.
2. 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
September 29, 1996 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.
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.
5
<PAGE>
3. 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
------------------------------------------------------
FISCAL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(a) COMPENSATION(b)(c)
- ----------------------------------- ----------- ---------- ---------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Howard J. Hawkins 1996 $ 154,800 $ 109,000 $ 4,500 $ 30,000
Chairman Emeritus; Chief 1995 154,000 100,000 4,500 30,000
Executive Officer, Retired 1994 149,200 96,000 4,500 30,000
Dean L. Hahn 1996 $ 141,640 $ 114,000 $ 4,500 $ 30,000
Chairman of the Board and 1995 136,840 100,000 4,500 30,000
Chief Executive Officer 1994 132,040 96,000 4,500 30,000
Donald L. Shipp 1996 $ 131,567 $ 114,000 $ 4,500 $ 30,000
President 1995 126,400 100,000 4,500 30,000
1994 121,600 96,000 4,500 30,000
John R. Hawkins 1996 $ 118,240 $ 94,000 $ 4,500 $ 30,000
Vice President and Secretary 1995 113,440 82,000 4,500 30,000
1994 108,640 78,000 4,500 30,000
Howard M. Hawkins 1996 $ 118,240 $ 94,000 $ 4,500 $ 30,000
Treasurer 1995 113,440 82,000 4,500 30,000
1994 108,640 78,000 4,500 30,000
</TABLE>
- ------------
(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 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 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.
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<PAGE>
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 Plans. 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.
The Company terminated the Profit Sharing Plan in June of 1996. No
contributions will be made under this plan in future periods. All participants
in the Profit Sharing Plan were fully vested in their accounts as of the date
the plan terminated. The Employee Stock Ownership Plan remains in effect and
will continue to be administered as described above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All decisions regarding compensation of executive officers of the Company in
fiscal 1996 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 Duane Jergenson. 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 1996: 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 23%. The executive officers of the Company on the
average, therefore, received salary increases of 4%.
7
<PAGE>
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 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 Dean L. Hahn, 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 Duane Jergenson
COMPENSATION OF DIRECTORS
During fiscal 1996, each director who is not an employee of the Company was
paid $6,000 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 1996 for his work in preparing last year's annual report.
8
<PAGE>
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 September 29, 1991, 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>
1991(Base) 100 100 100
1992 103.61 108.99 106.99
1993 131.57 143.89 138.37
1994 134.41 145.75 180.3
1995 171.19 198.97 230.92
1996 194.28 234.53 238.98
</TABLE>
PROPOSALS BY SHAREHOLDERS
Any proposal that a shareholder intends to present at the 1998 Annual
Meeting must be received by the Company no later than September 10, 1997 for
inclusion in the 1998 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.
Dated: January 8, 1997. BY ORDER OF THE BOARD OF DIRECTORS
JOHN R. HAWKINS, SECRETARY
9
<PAGE>
HAWKINS CHEMICAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 12, 1997
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 JANUARY 3, 1997, at the Annual Meeting of Shareholders of
Hawkins Chemical, Inc. to be held at 3:00 P.M. on Wednesday, FEBRUARY 12, 1997,
at the Sheraton Minneapolis Metrodome, 1330 Industrial Boulevard, Minneapolis,
Minnesota, and any adjournment thereof.
1. 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.
2. PROPOSAL TO RATIFY AND APPROVE the selection of Deloitte & Touche LLP as
independent auditors for the current fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. 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.
(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: ______________________________________, 1997
(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.)
