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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
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:
Check the appropriate box:
/X/ 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 Section 240.14a-11(c) or Section
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.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY
[LOGO]
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
FEBRUARY 24, 1999
The annual meeting of shareholders of Hawkins Chemical, Inc. (the "Company")
will be held at Midland Hills Country Club, 2001 Fulham Street, St. Paul,
Minnesota, on Wednesday, February 24, 1999, at 3:00 P.M., Central Standard Time,
for the following purposes:
1. To elect seven directors.
2. To consider and act upon a proposal to amend the Company's Amended and
Second Restated Articles of Incorporation to increase the number of the
Company's authorized shares of common stock from 15,000,000 shares to
30,000,000 shares.
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 19, 1999
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 22, 1999. 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 TO SAVE THE COMPANY THE
EXPENSE OF ADDITIONAL SOLICITATION. DOING SO WILL NOT PREVENT YOU FROM VOTING IN
PERSON IF YOU SO DESIRE.
<PAGE>
PRELIMINARY COPY
PROXY STATEMENT
HAWKINS CHEMICAL, INC.
3100 EAST HENNEPIN AVENUE
MINNEAPOLIS, MINNESOTA 55413
JANUARY 22, 1999
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 24, 1999, or at any adjournment or adjournments of such
meeting. Distribution of this proxy statement and proxy to the shareholders
began on or about January 22, 1999.
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 directors, officers and
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. The Company will reimburse such
organizations for their expenses.
REVOCATION AND VOTING OF PROXY
Any proxy given pursuant to this solicitation and received in time for the
annual meeting will be voted in accordance with the instructions in such proxy,
unless the proxy is properly revoked prior to the meeting. 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.
Unless otherwise directed in the accompanying proxy, the persons named
therein will vote FOR the nominees for director as set forth in this Notice of
Annual Meeting of Shareholders. As to any other business which may properly come
before the meeting, they will vote in accordance with their best judgment. The
Company does not presently know of any other business.
A majority of the outstanding shares will constitute a quorum at the annual
meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Pursuant to Minnesota law and the Company's Articles of Incorporation,
abstentions are counted in determining the total number of the votes cast on
proposals presented to shareholders, but will not be treated as votes in favor
of the proposals. Broker non-votes are not counted for purposes of determining
the total number of votes cast on proposals presented to shareholders.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the close of business on January 5, 1999, there were outstanding
11,323,030 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. The record date for determining the
shareholders entitled to vote at the 1999 annual meeting is January 19, 1999.
There is no cumulative voting for directors.
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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.
SECURITY OWNERSHIP OF MANAGEMENT
AND BENEFICIAL OWNERSHIP
The following table contains information as of October 31, 1998 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. Unless
otherwise noted, the address for each person listed below is the Company's
executive offices.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(a) CLASS
- -------------------------------------------------------------------------------- ------------- -----------
<S> <C> <C>
Howard J. Hawkins............................................................... 492,515(b) 4.3%
3100 East Hennepin Avenue
Minneapolis, MN 55413
Norman P. Anderson.............................................................. 417,005 3.7%
225 Holly Road
Hopkins, MN 55343
Carl J. Ahlgren................................................................. 97,757(c) *
Howard M. Hawkins............................................................... 169,548(d) 1.5%
Dean L. Hahn.................................................................... 104,966(e) *
Donald L. Shipp................................................................. 132,306(f) 1.2%
John R. Hawkins................................................................. 74,164(g) *
John S. McKeon.................................................................. 16,507(h) *
Duane M. Jergenson.............................................................. 3,275 *
G. Robert Gey................................................................... 0 *
All current directors and officers as a group (12 persons)...................... 1,526,651(i) 13.4%
Trustees, Hawkins Chemical, Inc.
Employee Stock Ownership Plan and Trust......................................... 2,499,582(j) 22.0%
3l00 East Hennepin Avenue
Minneapolis, MN 55413
</TABLE>
- ------------
* Less than one percent.
(a) Unless otherwise noted, all shares shown are held by individuals possessing
sole voting and investment power with respect to such shares.
(b) Includes 191,665 shares owned by the wife of Mr. 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 36,903 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 October 31, 1998 in the Company's Employee Stock Ownership
Plan (134,512 shares).
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(c) Includes 45,565 shares held in trust for the benefit of Mr. Ahlgren's wife
as to which Mr. Ahlgren disclaims beneficial ownership, and 24,758 shares
held in trust as to which Mr. Ahlgren shares voting and investment power.
(d) Includes 65,195 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 99,469 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 October 31,
1998 in the Company's Employee Stock Ownership Plan (122,833 shares).
(e) Includes 8,292 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 October 31, 1998 in the Company's
Employee Stock Ownership Plan (201,106 shares).
(f) Includes 60,000 shares held by the wife of Mr. Shipp as to which he may be
deemed to share voting and investment power, but as to which he disclaims
beneficial ownership; and 70,509 shares that Mr. Shipp holds 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 October 31, 1998
in the Company's Employee Stock Ownership Plan (174,838 shares).
(g) Includes 40,897 shares held by Mr. 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 13,986 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 October 31, 1998 in the Company's Employee Stock Ownership Plan
(116,280 shares).
(h) Includes 1,097 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) Includes 5,022 shares owned by an officer (who is not also a director or
nominee) jointly with his wife as to which he shares voting and investment
power; and 12,158 shares owned by an officer (who is not also a director or
nominee) jointly with his wife as to which he shares voting and investment
power; and 1,428 shares held custodially for three minor children. Not
included in the total are shares representing the beneficial ownership of
certain officers as of October 31, 1998 in the Company's Employee Stock
Ownership Plan (90,328 shares).
(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
ELECTION OF DIRECTORS
(PROPOSAL 1)
At the forthcoming annual meeting, seven 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
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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 a 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.
INFORMATION ABOUT NOMINEES
All nominees who are now directors of the Company have served continuously
since the year indicated below. The following information, including the
principal occupation or employment of each nominee, has been furnished to the
Company by the respective nominees, as of December 15, 1998; all occupations are
with the Company unless otherwise noted.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AND EMPLOYMENT AGE SINCE
- ------------------------------------ --------------------------------------------------------- --- ----------
<S> <C> <C> <C>
Dean L. Hahn........................ Chairman of the Board and Chief Executive Officer since 65 1974
1996; President from 1983 to 1996.
Donald L. Shipp..................... Vice Chairman since December 1998; President from 1996 to 63 1977
December 1998; Executive Vice President from 1983 to
1996; President of Feed-Rite Controls, Inc., then a
subsidiary of the Company, from 1967 to 1996.
John R. Hawkins..................... President since December 1998; Executive Vice President 47 1989
from 1997 to December 1998; Vice President of Sales from
1987 to 1997; Secretary since 1991.
Howard M. Hawkins................... Treasurer since 1973; Vice President since 1996. 54 1976
John S. McKeon...................... President of Golden Valley Microwave Foods, Inc. since 54 1984
August 1993; President of McKeon Associates, Inc. 1991 to
1993 (corporate finance consulting); Vice President of
Northstar Industries, Inc. 1976 to 1990.
Duane M. Jergenson.................. Vice President, Operations of Taylor Corporation since 52 1996
1985.
G. Robert Gey....................... President, Pentair Service Equipment Business since 1996; 54 nominee
Vice President, Pentair Corporate Development from 1995
to 1996; President, Niagara Paper Corp. from 1992 to
1995; various positions with Pentair, Inc. from 1983 to
1992.
</TABLE>
Howard M. Hawkins is the brother of John R. Hawkins. Donald L. Shipp is the
father-in-law of Kurt R. Norman, Vice President of the Hawkins Water Treatment
Group. There are no other family relationships between officers or directors of
the Company.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors held four meetings in fiscal 1998. 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 consists
of Howard M. Hawkins, John S. McKeon and Duane M. Jergenson, 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 1998. The Compensation Committee, which consists of John
S. McKeon, Carl J. Ahlgren, Norman P. Anderson and Duane M. Jergenson, is
responsible for establishing compensation policies for the Company and for
reviewing and setting compensation for
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senior executives of the Company. The Compensation Committee held at least six
meetings during fiscal 1998.
NOMINATION
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
standing nominating committee has not been established although the Board has
authority to do so. 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.
DIRECTOR COMPENSATION
During fiscal 1998, each director who is not an employee of the Company was
paid $10,000 as an annual retainer plus $750 for each meeting attended. In
addition to his regular director's fees, Carl J. Ahlgren received $1,500 in
fiscal 1998 for his work in preparing last year's annual report.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
FOR DIRECTOR.
INCREASE OF THE COMPANY'S AUTHORIZED COMMON STOCK
(PROPOSAL 2)
INTRODUCTION
At present, the Amended and Second Restated Articles of Incorporation of the
Company authorize the issuance of 15,000,000 shares of Common Stock, $.05 par
value. As of January 5, 1999, 11,323,030 shares of the Company's authorized
shares of Common Stock were issued and outstanding and 3,676,970 shares were
authorized but unissued. Of the authorized and unissued, no shares are reserved
for issuance pursuant to outstanding options, warrants and other convertible
securities of the Company. Accordingly, as of January 5, 1999, there were
3,676,970 shares of Common Stock available for issuance or sale by the Company
other than those issuable as described above.
The Board of Directors has unanimously proposed that the Company's Amended
and Second Restated Articles of Incorporation be amended to increase the
authorized number of shares of Common Stock from 15,000,000 to 30,000,000. The
shareholders of the Company are being asked to approve this amendment at the
Annual Meeting.
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PURPOSE AND EFFECTS OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is necessary and desirable to
increase the number of shares of Common Stock the Company is authorized to issue
to give the Board of Directors additional flexibility to declare stock splits or
dividends, adopt additional future employee benefit plans, make acquisitions
through the use of stock, increase the number of shares in the market, enable
the Board of Directors to reserve additional shares for issuance under any
options, warrants or convertible securities which may be issued, and raise
equity capital. The Board of Directors has no immediate plans, understandings or
agreements or commitments to issue additional shares of Common Stock for any of
these purposes. The flexibility inherent in having the authority to issue shares
of Common Stock will, in the opinion of the Board of Directors, be advantageous
to the Company in any negotiations involving the issuance of such stock.
If adopted, the proposal will not, by itself, have any effect on the rights
of holders of presently issued and outstanding shares of Common Stock. Under the
Company's Amended and Second Restated Articles of Incorporation, the
shareholders of the Company do not have preemptive rights with respect to the
Common Stock. Thus, should the Board of Directors elect to issue additional
shares of Common Stock, existing shareholders would not have any preferential
rights to purchase such additional shares of Common Stock.
Although the Board of Directors is proposing this amendment to the Company's
Amended and Second Restated Articles of Incorporation for the reasons stated
above, the amendment could, under certain circumstances, discourage or make more
difficult an attempt by a person or organization to gain control of the Company
by tender offer or proxy contest, or to consummate a merger or consolidation
with the Company after acquiring control, and to remove incumbent management,
even if such transactions were favorable to the shareholders of the Company.
Issuance of shares of Common Stock in a private placement to a person
sympathetic to management and opposed to any attempt to gain control of the
Company could make a change in control of the Company more difficult.
Accordingly, this proposal to amend the Company's Amended and Second Restated
Articles of Incorporation may be deemed (under certain circumstances which may
or may not occur) to be an anti-takeover measure, although the proposal is not
being proposed or presented as an anti-takeover measure.
PROPOSED RESOLUTION
A resolution in substantially the following form will be submitted to the
shareholders at the Annual Meeting:
RESOLVED, that the first sentence of Article VII of the Company's Amended
and Second Restated Articles of Incorporation is amended in its entirety to
read as follows:
"The aggregate number of shares which this Corporation shall have the
authority to issue is 30,000,000 shares of common stock, with a par value
of $.05 per share."
RESOLVED FURTHER, that the appropriate officers of the Company are
authorized and directed to make, execute, acknowledge and file such
certificates and documents as may be required by law with respect to the
foregoing resolutions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS AMENDMENT.
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OTHER MATTERS
Management does not know of any other business which will be presented for
consideration at the annual meeting. If, however, 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.
INDEPENDENT PUBLIC ACCOUNTANTS
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.
Audit services performed by Deloitte & Touche LLP for the year ended
September 27, 1998 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.
COMPENSATION AND OTHER BENEFITS
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 ended
September 27, 1998 (collectively, the "Named Executive Officers"):
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION(a) COMPENSATION(b)(c)
- ------------------------------------------- ----------- ---------- ---------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Dean L. Hahn............................... 1998 $ 161,325 $ 157,000 $ 4,500 $ 30,000
Chairman of the Board and 1997 151,865 132,000 4,500 30,000
Chief Executive Officer 1996 141,640 114,000 4,500 30,000
Donald L. Shipp............................ 1998 $ 151,333 $ 157,000 $ 4,500 $ 30,000
Vice Chairman of the Board; 1997 141,903 132,000 4,500 30,000
formerly President 1996 131,567 114,000 4,500 30,000
John R. Hawkins............................ 1998 $ 138,440 $ 131,000 $ 4,500 $ 30,000
President and Secretary 1997 124,040 111,000 4,500 30,000
1996 118,240 94,000 4,500 30,000
Howard M. Hawkins.......................... 1998 $ 132,540 $ 124,000 $ 4,500 $ 30,000
Vice President and Treasurer 1997 124,040 11,000 4,500 30,000
1996 118,240 94,000 4,500 30,000
Jon C. Eaton............................... 1998 $ 97,300 $ 99,000 $ 4,500 $ 30,000
Vice-President--Terminal 1997 93,800 89,000 4,500 30,000
Operations 1996 85,800 80,000 4,500 30,000
</TABLE>
- ------------
(a) EMPLOYEE STOCK PURCHASE PLAN
All employees of the Company and its subsidiary 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 subsidiary 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 contributes 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 $160,000 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) EMPLOYEE STOCK OWNERSHIP PLAN
Non-bargaining employees of the Company and its subsidiary who have attained
the age of 21 years and completed one year of service are eligible to
participate in the Company's Employee Stock Ownership Plan. Contributions to
this Plan are made at the discretion of the Board of Directors and credited to
individual accounts maintained for participants under the Plan.
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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
$160,000, 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 and Employee Stock
Ownership Plan may not exceed the lesser of 25% of compensation or $30,000.
Participant accounts in the Employee Stock Ownership Plan 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.
OPTION GRANTS AND EXERCISES IN FISCAL 1998
There were no options granted or exercised by the Named Executive Officers
in fiscal 1998.
REPORT ON REPRICING OF OPTIONS
None.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All decisions regarding compensation of executive officers of the Company in
fiscal 1998 were made by the Compensation Committee of the Board of Directors.
During fiscal 1998, the Compensation Committee was made up of the following
directors: John S. McKeon, Carl J. Ahlgren, Norman P. Anderson and Duane M.
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 salary increase of the Company's executive officers are tied to
inflation, performance and increase in corporate profits.
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
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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 R. Hahn, Chief Executive Officer, is determined in
the same manner as set forth above for all other executive officers.
COMPENSATION COMMITTEE
Carl J. Ahlgren Norman P. Anderson
Duane M. Jergenson John S. McKeon
RELATED PARTY TRANSACTIONS
None.
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 3, 1993, and reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
YEAR
NASDAQ Industrial Index NASDAQ Composite Index Hawkins Chemical, Inc.
<S> <C> <C> <C>
1993 $100.00 $100.00 $100.00
1994 99.66 101.29 130.30
1995 125.83 138.28 166.88
1996 141.98 163.00 172.70
1997 175.69 224.60 233.33
1998 135.67 230.47 246.13
</TABLE>
10
<PAGE>
PROPOSALS BY SHAREHOLDERS
Any proposal that a shareholder intends to present at the 2000 Annual
Meeting must be received by the Company no later than September 24, 1999 for
inclusion in the 2000 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 22, 1999. BY ORDER OF THE BOARD OF DIRECTORS
JOHN R. HAWKINS, SECRETARY
11
<PAGE>
PRELIMINARY COPY
HAWKINS CHEMICAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 24, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HAWKINS CHEMICAL,
INC.
The undersigned hereby appoints Dean L. Hahn, Donald L. Shipp 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 19, 1999, at the Annual Meeting of Shareholders of
Hawkins Chemical, Inc. to be held at 3:00 P.M. on Wednesday, February 24, 1999,
at Midland Hills Country Club, 2001 Fulham Street, St. Paul, 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.
Dean L. Hahn, Howard M. Hawkins, Donald L. Shipp,
John S. McKeon, John R. Hawkins, Duane M. Jergenson, G. Robert Gey,
/ / WITHHOLD AUTHORITY
to vote for ALL nominees listed above.
2. PROPOSAL TO INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK:
/ / 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 NOMINEES FOR DIRECTOR.
The undersigned hereby ratifies and confirms all that the Proxies appointed
hereby 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: ______________________________________, 1999
(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.)
