<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:
[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
ANTHONY INDUSTRIES, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
ANTHONY INDUSTRIES, INC.
LOGO OF NOTICE OF ANNUAL MEETING
ANTHONY
INDUSTRIES, INC. OF SHAREHOLDERS
MAY 4, 1995
To the Shareholders:
You are cordially invited to attend our Annual Meeting to be held at the
Company's main office, 4900 South Eastern Avenue, Los Angeles, California on
Thursday, May 4, 1995 at 10:00 a.m. (local time).
The Annual Meeting will be held for the following purposes:
1. To approve an amendment to the Certificate of Incorporation to permit
a Board of Directors consisting of from six to nine directors.
2. To elect two, or if the amendment above is approved three, directors
to serve for a term of three years.
3. To ratify the selection of Ernst & Young LLP as independent auditors
for 1995.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 31, 1995 are
entitled to notice of the meeting and to vote at it or any adjournments
thereof.
If it is convenient for you to do so, we hope you will attend the meeting.
If you cannot, and wish your stock to be voted, we urge you to fill out the
enclosed proxy card and return it to us in the envelope provided. No
additional postage is required.
/s/ B. I. FORESTER
B. I. Forester
Chairman and
Chief Executive Officer
Los Angeles, California
April 10, 1995
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
ANTHONY INDUSTRIES, INC.
4900 SOUTH EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Anthony
Industries, Inc. It may be revoked at any time before it is exercised by
delivering a written notice to the Secretary of the Company stating that the
proxy is revoked, by executing a subsequent proxy and presenting it to the
Secretary of the Company or by attending the annual meeting and voting in
person. Only shareholders of record at the close of business on March 31, 1995
will be entitled to notice of and to vote at the annual meeting. As of that
date, the Company had outstanding 11,874,128 shares of Common Stock, each
share entitled to one vote. It is anticipated that the mailing to shareholders
of this Proxy Statement and the enclosed proxy will commence on or about April
11, 1995.
Proxies will be solicited by mail, telephone or telegram and may be
personally solicited by directors, officers and other employees of the Company
and by Morrow & Co., 909 Third Avenue, New York, New York, which has been
engaged for a fee of $6,500 plus expenses for this purpose. The cost of
soliciting proxies will be borne by the Company.
Both abstentions and broker non-votes are counted for purposes of
determining the presence or absence at the annual meeting of a quorum for the
transaction of business, but shares represented by broker non-votes on a
matter submitted to shareholders are not considered present and entitled to
vote on that matter. Directors will be elected by plurality vote of the shares
present and entitled to vote. The ratification of the selection of independent
auditors will require the affirmative vote of a majority of the shares present
and entitled to vote, and adoption of the proposed amendment to the
certificate of incorporation will require the affirmative vote of a majority
of the outstanding shares of Common Stock as of the record date. Consequently,
both abstentions and broker non-votes will have the effect of a vote against
the proposed amendment, but only abstentions will have the effect of a vote
against the ratification of the independent auditors.
PRINCIPAL SHAREHOLDERS
Set forth below is the name, address and number of shares of Common Stock
beneficially owned as of March 31, 1995 by Bernard I. Forester, Chairman of
the Board and Chief Executive Officer of the Company, and each person known to
the Company to own 5% or more of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
SHARES OF PERCENT
SHAREHOLDER COMMON STOCK OF CLASS
----------- ------------ --------
<S> <C> <C>
Bernard I. Forester................................... 548,827(a) 4.6
4900 South Eastern Avenue
Los Angeles, CA 90040
</TABLE>
(Footnotes on following page)
1
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENT
SHAREHOLDER COMMON STOCK OF CLASS
----------- ------------ --------
<S> <C> <C>
Trust under Company's Employee Stock Ownership Plan... 2,370,322(b) 20.0
4900 South Eastern Avenue
Los Angeles, CA 90040
Myron P. Anthony...................................... 1,034,196(c) 8.7
4900 South Eastern Avenue
Los Angeles, CA 90040
David L. Babson & Company, Inc........................ 755,613(d) 6.4
One Memorial Drive
Cambridge, MA 02142-1300
Abraham L. Gray....................................... 619,743 5.2
Gray Capital Corp.
#1901-2075 Comox Street
Vancouver, BC V6G 1S2, Canada
</TABLE>
--------
(a) Includes 11,576 shares of Common Stock which Mr. Forester has the right to
acquire through the exercise of currently exercisable options and 49,764
shares allocated to his account under the Company's ESOP. Does not include
stock options for an additional 103,998 shares of Common Stock which
become exercisable over a period of three years, or earlier in certain
events.
(b) Includes shares allocated to the accounts of participants in the ESOP, the
voting of which is directed by such participants. Until shares are
allocated to the accounts of participants in the ESOP, they are voted by
the Trustee of the Trust in the same proportion as the allocated shares
are voted.
(c) Includes 947 shares allocated to Mr. Anthony's account under the Company's
ESOP and 1,033,249 shares as to which he has sole voting and investment
power. An additional 375,316 shares (3.2%) are owned by Mr. Anthony's
wife.
(d) Based on the most recently filed Schedule 13G of David L. Babson &
Company, Inc. dated February 10, 1995.
2
<PAGE>
SECURITY HOLDINGS OF MANAGEMENT
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON
NAME MARCH 31, 1995 (A) PERCENT OF CLASS (B)
---- ---------------------- --------------------
<S> <C> <C>
Directors
Robert T. Anthony................ 37,961 .3
Bernard I. Forester.............. 548,827 4.6
Richard L. Goldberg.............. 703 *
Abraham L. Gray.................. 619,743 5.2
Hugh V. Hunter................... 146,630 1.2
John H. Offermans................ 417 *
John B. Simon.................... 11,765 .1
Sol S. Weiner.................... 42,384 .4
Executive Officers (c)
Richard M. Rodstein.............. 182,507 1.5
John J. Rangel................... 69,166 .6
Robert E. Doyle.................. 70,085 .6
David G. Cook.................... 42,860 .4
All Directors and Executive Offi-
cers as a group (22) 1,973,814(d) 16.4(d)
</TABLE>
--------
(a) Includes the following shares subject to currently exercisable options:
Bernard I. Forester--11,576 shares; Richard L. Goldberg--210 shares;
Abraham L. Gray--210 shares; Hugh V. Hunter--210 shares; John H.
Offermans--210 shares; John B. Simon--210 shares; Sol S. Weiner--210
shares; Richard M. Rodstein--63,157 shares; John J. Rangel--18,748 shares;
Robert E. Doyle--5,135 shares; David G. Cook--5,388 shares; and all
directors and officers as a group--137,108 shares. With the exception of
the shares referred to in the preceding sentence and the shares allocated
to the accounts of Mr. Forester (49,764 shares), Mr. Rodstein (12,950
shares), Mr. Rangel (6,590 shares), Mr. Doyle (16,718 shares), Mr. Cook
(2,376 shares) and all directors and officers as a group (150,079 shares),
under the Company's ESOP, each of the named persons has sole voting and
investment power with respect to the shares beneficially owned by him.
(b) The shares subject to options described in note (a) for each individual
were deemed to be outstanding for purposes of calculating the percentage
owned by such individual.
(c) Executive officers, other than Mr. Forester, named in the Summary
Compensation Table below.
(d) Does not include 1,034,196 shares (8.7%) owned by Myron P. Anthony, the
retired Chairman of the Executive Committee of the Board of Directors, or
375,316 shares (3.2%) owned by his wife, parents of Robert T. Anthony. See
"Principal Shareholders."
* Less than .1%.
Based on its review of Forms 3, 4 and 5 and any amendments thereto furnished
to the Company pursuant to Section 16 of the Securities Exchange Act of 1934,
all of such Forms were filed on a timely basis by reporting persons.
3
<PAGE>
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Article XIII of the Company's amended and restated certificate of
incorporation (the "Certificate of Incorporation") provides for a Board of
Directors consisting of eight directors. The Board of Directors has proposed
that the Certificate of Incorporation be amended to provide for a Board of
from six to nine directors, with the actual number of directors being set from
time to time by action of the Board. As noted below, if the proposed amendment
is adopted, the Board would initially set the number of directors at nine. See
"Election of Directors".
The proposed amendment (the "Amendment") to Article XIII would continue the
current division of the Board into three classes and would provide that the
number of directors in each class would be set from time to time by action of
the Board.
While the Amendment is being proposed in order to allow for the election to
the Board of Richard M. Rodstein, it would give the Board the flexibility to
vary the number of directors, in response to resignations or other changes in
the composition of the Board, within the six to nine range without the
necessity of a shareholder vote for each such change.
Under Delaware law, the Board would have the authority to fill any vacancies
arising from an increase in the size of the Board, and any individual
appointed by the Board would serve until the class to which he or she is
appointed comes up for re-election. The Board does not believe that the
Amendment would have the effect of making it more difficult for any person to
acquire control of the Board of Directors through a proxy contest.
Set forth as Exhibit A is the text of Article XIII as it will read if the
Amendment is adopted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT.
ELECTION OF DIRECTORS
Under the Certificate of Incorporation of the Company, the Board of
Directors is divided into three classes, with the term of office of one of the
classes expiring each year. Unless such authority is withheld by an indication
thereon, it is intended that the proxy will be voted for election to the Board
of Directors of the nominees named below, to serve until the 1998 annual
meeting of shareholders and until their successors are elected and qualified.
Mr. Rodstein's nomination for election to the Board is, however, contingent
upon the adoption of the Amendment as described above. While the Board of
Directors has no reason to believe that any of those named will not be
available as a candidate, should such a situation arise the proxy may be voted
for the election of other nominees as directors in the discretion of the
persons acting pursuant to the proxy. Directors will be elected by plurality
vote.
4
<PAGE>
Certain information concerning the nominees and each director whose term of
office will continue after the 1995 annual meeting is set forth below:
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
FOR TERM SERVED AS
PRINCIPAL OF OFFICE DIRECTOR
NOMINEE OCCUPATION AGE EXPIRING SINCE
------- ---------- --- --------- ---------
<S> <C> <C> <C> <C>
Abraham L. Gray Chairman 71 1998 1984
Gray Capital Corp.
Investments
Hugh V. Hunter(a) President 77 1998 1972
Hugh V. Hunter Accountancy Corporation
Certified Public Accountant
Richard M. Rodstein President and Chief Operating Officer 40 1998 --
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING
<CAPTION>
TERM SERVED AS
PRINCIPAL OF OFFICE DIRECTOR
NAME OCCUPATION AGE EXPIRES SINCE
---- ---------- --- --------- ---------
<S> <C> <C> <C> <C>
Robert T. Anthony Principal 32 1997 1994
Concord Partners
Management Consulting
Bernard I. Forester Chairman and Chief Executive Officer 67 1997 1966
Richard L. Goldberg(a) Partner 59 1997 1976
Proskauer Rose Goetz & Mendelsohn LLP
Attorneys
John H. Offermans Real estate broker and consultant 66 1996 1987
John B. Simon Private Investor 70 1996 1986
Sol S. Weiner(a) President 76 1996 1979
Sol S. Weiner Investments, Inc.
Investments
</TABLE>
--------
(a) Mr. Goldberg and Mr. Weiner are directors of Comtech Telecommunications
Corp., Mr. Hunter is a director of Frederick's of Hollywood, Inc. and Mr.
Weiner is a director of Universal Automotive, Inc.
With the exception of Mr. Anthony and Mr. Weiner, each of the directors has
had the same principal occupation or employment during the past five years.
For many years prior to 1995, Mr. Anthony was an associate of Sherbrooke
Associates, a management consulting firm. For many years prior to 1995, Mr.
Weiner was the Managing Partner of Stenhouse, Weiner, Sherman, Ltd., a private
placement investment firm.
Mr. Goldberg is a member of a law firm which renders legal services to the
Company. Mr. Hunter renders business and tax consulting services to the
Company.
5
<PAGE>
The Board of Directors held seven meetings in 1994.
The Audit Committee of the Board of Directors, consisting of Mr. Gray, Mr.
Hunter, Mr. Offermans and Mr. Weiner, held two meetings in 1994. The functions
of the Committee include recommending to the Board the engagement or discharge
of independent auditors, directing investigations into matters relating to
audit functions, reviewing the plan and results of audit with the auditors,
reviewing the Company's internal accounting controls and approving services to
be performed by the auditors and related fees.
The Compensation Committee of the Board of Directors, consisting of Mr.
Goldberg, Mr. Hunter and Mr. Simon, held five meetings in 1994. The Committee
considers and authorizes remuneration arrangements for senior management,
including the granting of options under the Company's stock option plan.
The Board of Directors has no nominating committee.
Each of the Directors attended 75% or more of the meetings of the Board of
Directors and the Committees of which he is a member during 1994.
6
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total return to shareholders, assuming
quarterly reinvestment of dividends, of the Company, the Russell 2000 Index
and a peer group of companies comprised of Figgie International, Inc., Huffy
Corporation, Johnson Worldwide Associates, Inc., Outboard Marine Corporation
and ProGroup, Inc. The graph assumes investment of $100 on December 31, 1989
in the Company's Common Stock, the Russell 2000 Index and common stock of the
peer group.
COMPARATIVE 5-YEAR TOTAL RETURNS
ANTHONY INDUSTRIES, INC., RUSSELL 2000, PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
ANTHONY WEIGHTED
Measurement Period INDUSTRIES, RUSSELL PEER GROUP
(Fiscal Year Covered) INC. 2000 INDEX INDEX
--------------------- --------------- ---------- ----------
<S> <C> <C> <C>
Measurement Pt-12-31-1989 $100.00 $100.00 $100.00
FYE 12/31/1990 $ 43.7 $ 93.6 $ 76.5
FYE 12/31/1991 $ 73.8 $136.7 $110.5
FYE 12/31/1992 $ 98.8 $161.8 $ 95.1
FYE 12/31/1993 $134.2 $192.4 $118.3
FYE 12/31/1994 $144.7 $189.0 $ 89.9
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual and long-term
compensation from the Company and its subsidiaries for 1994 for the Chairman
and Chief Executive Officer and the four most highly compensated executive
officers of the Company (together, the "named executive officers"):
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
SECURITIES
UNDERLYING
NAME AND STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($)
------------------ ---- ---------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
B. I. Forester(a) 1994 $350,000 $431,200 38,000 $76,500(b)
Chairman and 1993 350,000 430,100 36,000 73,300(b)
Chief Executive Officer 1992 315,000 294,500 35,000 95,100(b)
Richard M. Rodstein 1994 235,000 363,500 35,000 $18,700(c)
President and 1993 235,000 362,600 31,000 20,900(c)
Chief Operating Officer 1992 210,000 202,800 28,000 26,300(c)
John J. Rangel 1994 150,000 192,200 14,000 $11,200(c)
Senior Vice President-- 1993 150,000 191,700 11,000 11,700(c)
Finance 1992 125,000 100,100 10,000 17,800(c)
Robert E. Doyle 1994 143,000 130,000 8,000 $23,300(c)
Senior Vice President & 1993 143,000 105,000 5,000 22,000(c)
President of Simplex
Products 1992 130,000 80,500 3,000 33,600(c)
David G. Cook 1994 130,000 125,000 8,000 $ 9,900(d)
Vice President and 1993 130,000 70,000 4,000 9,600(d)
President of Stearns 1992 123,000 105,000 3,000 13,500(d)
</TABLE>
--------
(a) Mr. Forester is employed for a term expiring December 31, 1997 pursuant to
an Employment Agreement which provides, among other things, for basic
compensation per year of not less than $350,000, such additional
compensation, if any, as the Board of Directors may determine, certain
death benefits and supplemental pension benefits and participation in all
employee benefit plans maintained for executives. The Agreement also
contains provisions designed to provide Mr. Forester, in substance, with
basic compensation and incentive compensation for the unexpired term of
the Agreement (but not less than three years), pension and other
employment benefits, and the net value of certain pension rights and any
stock options owned by him, if his employment terminates following a
change in control, as defined in the Agreement. The Agreement also
provides, in substance, that amounts receivable by Mr. Forester after a
change in control that are subject to additional excise or other taxes are
to be increased to preserve the net benefit to him of such payment.
Nonbusiness expenses of Mr. Forester are accrued by the Company, together
with interest thereon calculated at market rates, and deducted from Mr.
Forester's bonus payment each year.
(b) Dollar value of allocation to Mr. Forester's account in the Company's
Employee Stock Ownership Plan ($62,000 in 1994, $60,200 in 1993 and
$83,400 in 1992) and dollar value to Mr. Forester of premiums paid by the
Company for a split-dollar life insurance policy on Mr. Forester's life
($14,500 in 1994, $13,100 in 1993 and $11,700 in 1992). Pursuant to the
terms
(Footnotes continued on following page)
8
<PAGE>
of an insurance agreement, among other things, the Company pays all
required premiums, and the policy's death benefit will, in substance, be
applied first to the repayment of any outstanding loans to Mr. Forester
from the insurance company, which may not exceed $350,000 (which amount is
presently outstanding), next to the repayment to the Company of all
premiums plus interest, and finally to the Company and Mr. Forester's
beneficiaries in varying proportions depending upon the year of death.
(c) Dollar value of allocations to the accounts of the named individuals in
the Company's Employee Stock Ownership Plan.
(d) Dollar value of allocation to Mr. Cook's account in the Company's Employee
Stock Ownership Plan ($7,200 in 1994, $6,900 in 1993 and $10,900 in 1992)
and the Company's matching contribution to the Stearns 401(k) Payroll
Savings and Profit Sharing Plan ($2,700 in 1994, $2,700 in 1993 and $2,600
in 1992).
The following table summarizes the number of shares and the terms and
conditions of stock options granted to the Chairman and Chief Executive
Officer and the other named executive officers in 1994.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM (D)
OPTIONS DURING PRICE PER EXPIRATION -------------------
NAME GRANTED (A) 1994 SHARE (B) DATE (C) 5% 10%
---- ----------- ---------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
B. I. Forester. 38,000 21.5% $17.25 12/19/04 $413,000 $1,042,200
R. M. Rodstein. 35,000 19.8% $17.25 12/19/04 $380,400 $ 960,000
J. J. Rangel... 14,000 7.9% $17.25 12/19/04 $152,100 $ 384,000
R. E. Doyle.... 8,000 4.5% $17.25 12/19/04 $ 86,900 $ 219,400
D. G. Cook..... 8,000 4.5% $17.25 12/19/04 $ 86,900 219,400
</TABLE>
--------
(a) All options granted to the named individuals in 1994 are exercisable as to
20% after one year from date of grant, an additional 30% after two years
and an additional 50% after three years. The option agreements contain a
provision under which the optionee may borrow money from the Company in
connection with the exercise of the options. The loans would be
collateralized by the shares acquired on exercise of the option and bear
interest, payable quarterly, at a fixed rate equal to the Applicable
Federal Rate, as published by the Internal Revenue Service, for the period
during which they are outstanding.
(b) The exercise price is the closing price of the Company's common stock on
December 19, 1994, the date of grant.
(Footnotes continued on following page)
9
<PAGE>
(c) All options granted to the named individuals in 1994 expire on the tenth
anniversary of the date of grant, subject to earlier expiration in the
event of the officer's termination of employment with the Company.
(d) In order for the named individuals to realize these potential values, the
closing price of the Company's Common Stock on December 19, 2004 would
have to be $28.12 and $44.68 per share, respectively.
The following table summarizes exercises of stock options in 1994 which were
previously granted to the Chairman and Chief Executive Officer and the other
named executive officers, as well as the number of all unexercised options
held by them at the end of 1994, and their value at that date if they were in-
the-money.
AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
ON DATE OF EXERCISE
----------------------
VALUE OF UNEXERCISED IN-THE-
NUMBER OF SECURITIES MONEY OPTIONS AT 12/31/94
UNDERLYING UNEXERCISED -------------------------------
OPTIONS AT 12/31/94 EXERCISABLE UNEXERCISABLE
SHARES REALIZABLE ------------------------- --------------- ---------------
NAME ACQUIRED(A) VALUE EXERCISABLE UNEXERCISABLE SHARES TOTAL $ SHARES TOTAL $
---- ----------- ---------- ----------- ------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B. I. Forester.......... 25,631 $109,400 11,576 103,998 11,576 $ 56,700 65,998 $208,900
R. M. Rodstein.......... 6,000 $ 65,800 63,157 80,606 63,157 $309,500 45,606 $156,600
J. J. Rangel............ 4,863 $ 20,200 18,748 28,752 18,748 $123,000 5,854 $ 40,600
R. E. Doyle............. 4,863 $ 25,100 5,135 13,854 5,135 $ 34,800 5,854 $ 14,300
D. G. Cook.............. 3,969 $ 39,800 5,388 13,014 5,388 $ 30,000 5,014 $ 13,000
</TABLE>
--------
(a) Optionees, in the discretion of the Compensation Committee, may be granted
the right to borrow money from the Company in connection with the exercise
of options under both the 1994 Incentive Stock Option Plan and the 1988
Incentive Stock Option Plan. At December 31, 1994 the aggregate loans
outstanding to executive officers in connection with the exercise of stock
options, including the exercises shown above, and the weighted average
Applicable Federal Rate at which they bear interest were: Mr. Forester
($1,351,600, 6.43%); Mr. Rodstein ($362,100, 6.42%); Mr. Rangel ($217,700,
7.32%); Mr. Doyle ($137,500, 6.75%); and David H. Herzberg ($70,500,
3.56%).
PENSION PLANS
The Company maintains a defined benefit pension plan for the benefit of all
eligible employees subject to the plan. The plan is a tax-qualified, Company-
funded plan subject to the provisions of ERISA. Contributions to the plan,
which are made exclusively by the Company, are actuarially determined.
Benefits under the plan are based upon years of service and remuneration.
10
<PAGE>
The table below illustrates approximate annual benefits under the Company's
pension plan based on the indicated assumptions. For 1994, the Internal
Revenue Code (the "Code") limits covered compensation to $150,000.
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL PENSION UPON
RETIREMENT AT AGE 65(A)
-----------------------------------
COVERED 15 YEARS 20 YEARS 25 YEARS
COMPENSATION OF SERVICE OF SERVICE OF SERVICE(B)
------------ ---------- ---------- -------------
<S> <C> <C> <C>
$125,000................................ $24,800 $33,100 $41,300
150,000................................ 30,400 40,600 50,700
</TABLE>
--------
(a) Mr. Forester's Employment Agreement provides for supplemental benefits,
payable out of the general funds of the Company, designed to provide a
maximum monthly benefit of 4.6% of his Average Accounting Base
Compensation, as defined in the Agreement, reduced by the monthly amount
he would receive under the Company's pension plan. The agreement also
provides that upon Mr. Forester's death a monthly benefit of 4.6% of his
Average Accounting Base Compensation shall be paid to his survivor for up
to five years.
(b) An individual retiring at age 65 reaches his maximum pension (as a
percentage of covered compensation) after 25 years of service.
The Company's pension plan defines remuneration upon which annual benefits
are based as the average of the employee's highest five consecutive years'
earnings. Earnings include salary, wages, overtime pay, commissions, bonuses
and similar forms of incentive compensation actually paid during the year, not
exceeding certain amounts for sales personnel and in 1994 $150,000 for all
personnel.
Compensation for 1994 which would be included in the calculation of covered
compensation and credited years of service at December 31, 1994 for those
individuals named in the Summary Compensation Table who are participants in
the Company's pension plan are shown below.
<TABLE>
<CAPTION>
YEARS OF
NAME OF INDIVIDUAL AMOUNT SERVICE
------------------ -------- --------
<S> <C> <C>
Bernard I. Forester...................................... $150,000 29
Richard M. Rodstein...................................... 150,000 11
John J. Rangel........................................... 150,000 10
Robert E. Doyle.......................................... 150,000 15
</TABLE>
Stearns' pension plan defines remuneration upon which annual benefits are
based as the average of the employee's highest sixty months' compensation.
Compensation includes salary, wages, overtime pay, bonuses and commissions,
subject to the $150,000 Code limit for 1994. The 1994 covered compensation of
Mr. Cook, the only individual named in the Summary Compensation Table who
participates in the Stearns pension plan, was $150,000, and he had fifteen
years of service as of December 31, 1994.
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The table below illustrates approximate annual benefits under the Stearns
pension plan based on the indicated assumptions.
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL PENSION UPON
RETIREMENT AT AGE 65
-----------------------------------
COVERED 15 YEARS 20 YEARS 35 YEARS
COMPENSATION OF SERVICE OF SERVICE OF SERVICE(A)
------------ ---------- ---------- -------------
<S> <C> <C> <C>
$125,000................................ $26,200 $34,900 $43,600
150,000................................ 31,800 42,400 53,000
</TABLE>
DIRECTORS' COMPENSATION
In 1994, directors who were not salaried officers of the Company were paid
$1,500 per calendar quarter for their services as directors, $1,000 per
calendar quarter for each committee position held by them and $1,000 per
meeting day for each meeting of the Board of Directors and of any committee
which they attended. They were also reimbursed for out-of-pocket expenses.
Directors may elect to defer the receipt of fees. Interest on deferred fees is
accrued quarterly based on the average interest rate earned by the Company in
the preceding quarter on its short-term commercial paper. Under the Company's
Directors' Medical Expense Reimbursement Plan, non-employee directors are
reimbursed at the rate of 185% for up to $10,000 of medical and dental
expenses not covered under other health insurance plans. For 1994, an
aggregate of $80,800 was paid under such plan.
Under the 1994 Incentive Stock Option Plan, Eligible Directors receive an
initial grant of 1,000 Nonqualified Stock Options (NQOs) on the first Grant
Date after their election and annual grants thereafter of 500 NQOs. All grants
to Eligible Directors are at fair market value on date of grant and are
exercisable as to 20% after one year from date of grant, an additional 30%
after two years and an additional 50% after three years, all exercisable
amounts being cumulative. In 1994, initial grants of 1,000 NQOs each, at a
grant price of $15.00 per share, the closing price on the January 3, 1994
grant date, were made to Richard L. Goldberg, Abraham L. Gray, Hugh V. Hunter,
John H. Offermans, John B. Simon and Sol S. Wiener. Each grant was for a ten-
year term.
The Company maintains a Non-Employee Directors' Benefit Plan, payable out of
the general funds of the Company, under which a non-employee director who is
vested (at least ten years of service as a director) is entitled to receive,
in general, an annual retirement benefit during the period commencing upon the
later of age 55 and the date the director retires from the Board of Directors
(the "Commencement Date") and ending upon the earlier of the director's death
or the number of years equal to the director's years of service as a non-
employee director. Under the Plan, the annual retirement benefit is the
product of (i) the director's average annual fees (based on the three-year
period immediately preceding retirement from the Board of Directors) and (ii)
the sum of .55 plus an additional .05 for each full year of service in excess
of 11 years of service and up to 20 years. A
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director may make an irrevocable election so that, in lieu of the retirement
benefit described above, the director's beneficiary would instead receive, on
the director's postretirement death, the discounted value of such benefit. In
the event of a change in control, as defined in the Plan, a vested director
would receive on retirement an actuarially reduced lump sum payment in lieu of
instalment payments.
COMPENSATION COMMITTEE REPORT
COMPENSATION PHILOSOPHY
The principal goal of the executive compensation program as administered by
the Committee is to help the Company attract, motivate and retain the
executive talent the Company needs to maximize shareholder value.
The key elements of the executive compensation program and the objectives of
each element are generally as follows:
Base salary
. Establish base salaries that are competitive with those for comparable
positions at similar-sized companies
. Provide base salary increases from time to time, as appropriate, that
are consistent with the Company's overall financial performance and keep
pace with competitive practices
Annual incentive
. Establish potential annual incentive awards that reflect superior
financial performance and recognize the individual's contribution
. Provide awards that will bring the level of total annual cash
compensation (base salary plus annual incentive award) above the average
for comparable positions at similar-sized companies when targeted
superior performance levels are achieved
Long-term incentives
. Provide opportunities for meaningful stock ownership as a means of
reinforcing the alignment of executives' interests with those of the
Company's shareholders and providing long-term incentives
SUMMARY OF ACTIONS TAKEN WITH RESPECT TO THE NAMED EXECUTIVE OFFICERS
During 1994, the Committee directly observed the performance of each of the
Company's executive officers, discussed with Mr. Forester, the Chairman and
Chief Executive Officer, the performance of each of the other executive
officers, and regularly exchanged views about these matters with other members
of the Board of Directors. The Committee also consulted with Towers Perrin,
compensation consultants, in connection with its determinations. The actions
taken by the Committee with respect to the named executive officers are
described below.
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<PAGE>
Base Salary. After increasing executive salaries for 1993 (following a
three-year period of virtually no salary adjustments) to reflect the steady
improvement in the Company's business, and in keeping with the Company's
philosophy to remain competitive in salary structure with similar-sized
companies, the Committee provided increases for 1994 only for three division
executives whose duties had been expanded or whose salary had fallen
significantly below market levels.
Annual Incentive. Under the Executive Officers' Incentive Compensation Plan
(the Plan), which provides, in substance, for the annual determination by the
Committee of the minimum level of Incentive Compensation Income (pretax income
before bonus provision) to be achieved before a bonus pool for the Plan
participants accrues, the rate at which such pool accrues, and the executive
officers to participate in the Plan, the Committee adopted for 1994 a three-
step formula providing for rates of accrual and required returns on average
shareholders equity, each higher than those adopted for the previous year. The
Committee also selected the Chief Executive Officer, the President and Chief
Operating Officer, the Senior Vice President--Finance and the Senior Vice
President--Corporate Planning and Development as the Plan participants for
1994, and adopted performance criteria for Mr. Forester and the other Plan
participants to assist it in determining the allocation of the bonus pool. The
performance criteria for Mr. Forester were the extent to which the Company
achieved targeted levels of (a) total return to shareholders, (b) earnings,
(c) after-tax return on shareholders' equity and (d) demonstrated progress
toward the implementation of the Company's long-range business plans. For the
other named executive officers participating in the Plan, the performance
criteria were the extent to which certain business plan objectives for which
such individuals were directly responsible were met.
Incentive Compensation Income increased by 19% over the previous year, and
the formula adopted by the Committee yielded a bonus pool of $1,100,000.
In deliberating on the award for Mr. Forester, the Committee noted that the
criteria for earnings and after-tax return on shareholders' equity were
exceeded for 1994. However, it noted that the Company's total return to
shareholders (7.9%), while significantly exceeding comparable returns for the
Russell 2000 Index and Anthony's Peer Group, did not meet the performance
criteria it had adopted. Taking all these factors into consideration, the
Committee awarded Mr. Forester a 1994 incentive award of $431,200, a 0.3%
increase over 1993. In addition to allocating the remainder of the Pool among
the other Plan participants in accordance with the applicable targeted
performance criteria, the Committee granted the executive officers who were
not made participants in the Plan aggregate 1994 incentive compensation
significantly greater than the prior year's because of such officers'
contributions to the achievement of the Company's major 1994 business plan
objectives, particularly in new product development and quality and process
improvement.
Long-Term Incentive. For 1994, the Committee awarded long-term incentives to
key employees in the form of stock options having an exercise price equal to
the market price of
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<PAGE>
Anthony's stock on the date of grant and vesting over three years. By
utilizing such pricing and vesting, the Committee intended that the full
benefit of a key employee's compensation package for 1994 will, in general, be
realized only if stock price appreciation occurs and the key employee does not
leave the Company during that period.
In determining the number of options awarded to executive officers, the
Committee considered information presented by Towers Perrin from a survey of
companies on competitive assessment of annual stock option grants and grants
of options as a percentage of shares outstanding. The Committee's awards
reflected its assessment of, among other things, the performance, potential
impact and contribution of each executive in promoting long-term growth in
shareholder value, as well as such executives' presently outstanding options.
The Committee believes that significant equity interests in the Company held
by management more closely align the interests of shareholders and management.
Against that background, in 1994 Mr. Forester was granted options for 38,000
shares, and the other named executive officers were granted options ranging
from 35,000 to 8,000 shares.
Richard L. Goldberg, Chair
Hugh V. Hunter
John B. Simon
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Goldberg, Hunter and Simon served on the Compensation Committee of
the Company in 1994.
Mr. Goldberg is a member of the law firm of Proskauer Rose Goetz &
Mendelsohn LLP, which provides legal services to the Company, and Mr. Hunter
is the sole shareholder of Hugh V. Hunter Accountancy Corporation, which
provides business and tax consulting services to the Company. For services in
1994, the Company and its subsidiaries paid business and tax consulting fees
of $59,400 to the Hugh V. Hunter Accountancy Corporation.
EMPLOYMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors has
chosen the firm of Ernst & Young LLP, Certified Public Accountants, as
independent auditors to examine the consolidated financial statements of the
Company for the year 1995. A representative of Ernst & Young LLP is expected
to be present at the annual meeting with the opportunity to make a statement,
if he so desires, and to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the Company's 1996
annual meeting of shareholders must be received by the Company no later than
December 10, 1995 for inclusion in the proxy statement and form of proxy for
that meeting.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
meeting. If other matters do properly come before the meeting, the persons
acting pursuant to the proxy will vote on them in their discretion. A copy of
the 1994 Annual Report to shareholders is being mailed with this Proxy
Statement.
16
<PAGE>
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER OF RECORD AS OF MARCH 31, 1995,
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1994 (EXCLUDING EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE SUPPLIED WITHOUT CHARGE. REQUESTS SHOULD BE DIRECTED TO THE
SECRETARY OF ANTHONY INDUSTRIES, INC., 4900 SOUTH EASTERN AVENUE, LOS ANGELES,
CALIFORNIA 90040.
/s/ B. I. FORESTER
B. I. Forester
Chairman and
Chief Executive Officer
Los Angeles, California
April 10, 1995
17
<PAGE>
EXHIBIT A
ANTHONY INDUSTRIES, INC.
TEXT OF ARTICLE XIII OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION AS PROPOSED TO BE
AMENDED TO PERMIT A BOARD OF DIRECTORS
CONSISTING OF FROM SIX TO NINE DIRECTORS
THIRTEENTH: The Board of Directors shall be divided into three classes.
Directors in each class shall be elected to hold office until the third annual
meeting of stockholders following their election. The Board of Directors shall
consist of from six to nine directors, with the actual number constituting the
whole Board, and the number of directors in each class, being set from time to
time by action of the Board of Directors; provided, however, that no decrease
in the number of directors constituting the whole Board or the number of
directors in any class may shorten the term of any incumbent director.
<PAGE>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY
BERNARD I. FORESTER, HUGH V. HUNTER and SUSAN E. McCONNELL, and each of them,
with full power of substitution, are hereby authorized to represent and to vote
the stock of the undersigned in ANTHONY INDUSTRIES, INC. at the Annual Meeting
of Shareholders to be held on May 4, 1995 and at any adjournment thereof as set
forth below:
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION to per-
mit a Board of Directors consisting of from six to nine directors.
[_] FOR [_] AGAINST [_] ABSTAIN
2. ELECTION OF DIRECTORS
FOR all nominees listed at right [_]
ABRAHAM L. GRAY HUGH V. HUNTER RICHARD M. RODSTEIN
(except as marked to the
contrary below)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------------
WITHHOLD AUTHORITY to vote for ALL nominees listed above [_]
3. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP as independent audi-
tors for 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be signed on reverse side.)
<PAGE>
ANTHONY INDUSTRIES, INC.
4. Upon or in connection with the transaction of such other business as may
properly come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED AND, UNLESS OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2 AND 3.
Date _____________________________________________________________________, 1995
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature if held jointly
Please sign exactly as name appears at left. When shares are held by joint ten-
ants, both should sign. When signing as attorney, executor, administrator,
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 authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
