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))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240-14a-12
THE MONARCH CEMENT COMPANY
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 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:
______________________________________________________________
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(April 12, 1995)
The annual meeting of the stockholders of The Monarch Cement
Company, a Kansas corporation will be held Wednesday, April 12, 1995, at
2:00 in the afternoon of that day, at the Company's corporate offices,
Humboldt, Kansas, to consider and act upon the following:
1. The election of four directors to serve until the
annual meeting of the stockholders of the Company
in 1998;
2. Any other business which may properly come before the meeting;
3. Adjourning the meeting from time to time.
The Board of Directors has fixed the close of business on February 21,
1995 as the record date for the determination of the stockholders entitled to
notice of and to vote at the meeting. Only stockholders of record at that
time will be entitled to vote at the meeting, or any adjournment thereof.
The Board of Directors of the Company solicits you to sign, date and
return the enclosed proxy. Your proxy may be revoked at any time before it
is exercised.
THE MONARCH CEMENT COMPANY
Lyndell G. Mosley, CPA
Assistant Secretary
Humboldt, Kansas
March 14, 1995
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter H. Wulf, Karl
Callaway, Robert M. Kissick and Byron K. Radcliff as Proxies,
each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote all of the shares of
Capital Stock and Class B Capital Stock of The Monarch Cement
Company held of record by the undersigned on February 21, 1995 at
the annual meeting of stockholders to be held on April 12, 1995,
or any adjournment or adjournments thereof, as fully and with the
same effect as the undersigned might or could do if personally
present, with respect to the following business proposed by the
Company to be conducted at the meeting:
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all
to the contrary below) [ ] nominees listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
Jack R. Callahan Ronald E. Callaway
Robert M. Kissick Byron K. Radcliff
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
A majority of said Proxies, or their substitutes, present
and acting at said meeting, or any adjournment thereof (or if
only one be present and act, that one) shall have and may
exercise all of the powers of all of said Proxies. This proxy
when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ABOVE-NAMED NOMINEES. The
undersigned hereby ratifies and confirms all that said Proxies,
or any of them or their substitutes, may lawfully do or cause to
be done by virtue hereof and acknowledges receipt of the notice
of said meeting and the Proxy Statement accompanying it.
PLEASE SIGN EXACTLY AS NAME APPEARS.
When shares are held by joint
tenants, both should sign. When
signing as attorney, as 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.
__________________________
Signature
Dated_________________, 1995. _____________________________
Signature if held jointly
Please mark, sign, date and return this proxy promptly using the
enclosed envelope.
<PAGE>
THE MONARCH CEMENT COMPANY
P.O. Box 1000
Humboldt, Kansas 66748-1000
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
(2:00 p.m., April 12, 1995)
GENERAL INFORMATION
The enclosed proxy is being solicited on behalf of the Board
of Directors of The Monarch Cement Company and all expenses of
the solicitation will be borne by the Company. In addition to
solicitation by mail, a number of regular employees may solicit
proxies in person or by telephone. The Company does not expect
to pay any compensation for the solicitation of proxies. The
proxy may be revoked at any time before it is exercised by giving
written notice to the Secretary of the Company. The enclosed
proxy and this Proxy Statement were first sent or given to the
holders of Monarch stock on or about March 14, 1995.
The record date with respect to this solicitation is
February 21, 1995 and only holders of Capital Stock and/or Class
B Capital Stock of the Company as of the close of business on
that date are entitled to vote, either in person or by proxy, at
the meeting. At the close of business on that date 2,167,371
shares of Capital Stock and 2,071,919 shares of Class B Capital
Stock were issued and outstanding. Holders of Capital Stock are
entitled to one vote per share standing in their names on the
record date. Holders of Class B Capital Stock are entitled to
ten votes per share standing in their names on the record date.
Directors are elected by a plurality (a number greater than
those cast for any other candidates) of the votes cast, in person
or by proxy, by the stockholders entitled to vote at the annual
meeting for that purpose. The affirmative vote of the holders of
a majority of the votes of the Company's stock entitled to vote
at the annual meeting is required for the approval of such other
matters as properly may come before the annual meeting or any
adjournment thereof.
A stockholder entitled to vote in the election of directors
can withhold authority to vote for all nominees for director or
can withhold authority to vote for certain nominees for director.
Broker non-votes are treated as shares of the Company's stock as
to which voting power has been withheld by the respective
beneficial holders and, therefore, as shares not entitled to vote
on the proposal as to which there is the broker non-vote.
To the knowledge of the Company, there are no special
arrangements or understandings between any of the directors and
officers other than each of them acting solely in his capacity as
such.
ELECTION OF DIRECTORS AND RELATED INFORMATION
The Board of Directors is divided into three classes. Class
I is comprised of three directors and Classes II and III are each
comprised of four directors. At each annual meeting of
stockholders, one class of directors is elected for a three-year
term.
<PAGE>
The four directors to be elected at the forthcoming annual
meeting of stockholders will serve as directors in Class III of
the Board of Directors. Their term of office will commence upon
election and will continue until the 1998 annual meeting of
stockholders and until their successors are elected and
qualified.
The Board of Directors has selected the nominees for
directors. Shares represented by a proxy given pursuant to this
solicitation will be voted in favor of the nominees listed below.
Each nominee is at present a member of Class III of the Board of
Directors. If any of such nominees should unexpectedly become
unavailable for election, the shares represented by the proxy
will be voted for such substituted nominee or nominees as the
Board of Directors may name. Each of the nominees hereinafter
named has indicated his willingness to serve if elected and it is
not anticipated that any of them will become unavailable for
election. The names of the nominees are as follows:
Jack R. Callahan Ronald E. Callaway
Robert M. Kissick Byron K. Radcliff
The Board of Directors recommends that you vote FOR the
election of each of the four nominees named above as directors of
Class III.
<PAGE>
<TABLE>
Information Concerning Nominees for Election to Board of Directors
and Directors Continuing in Office
<CAPTION>
Family relationship
Present position Principal occupation Director Term between
Name Age with Company last five years since expires Directors and Officers
C L A S S III:
<S> <C> <C> <C> <C> <C> <C>
Jack R. Callahan 63 President Position with Company 1980 1998 None
and Director
Ronald E. Callaway 59 Director Transport truck driver, 1990 1998 Nephew of Karl Callaway,
Agricultural Carriers, Director and Secretary
Inc., Wichita, Kansas
Robert M. Kissick 58 Vice President President, Hydraulic 1972 1998 None
and Director Power Systems, Inc.
(manufacturer of
construction equipment)
N. Kansas City, Missouri
Byron K. Radcliff 57 Treasurer Manager, 1960 1998 Father of Byron J.
and Director Radcliff Ranch Radcliff
Director
</TABLE>
<PAGE>
<TABLE>
Information Concerning Nominees for Election to Board of Directors
and Directors Continuing in Office (continued)
<CAPTION>
Family relationship
Present position Principal occupation Director Term between
Name Age with Company last five years since expires Directors and Officers
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE
C L A S S I:
Karl Callaway 83 Secretary and Retired Farmer 1947 1996 Uncle of Ronald E.
Callaway,
Director Director
Donald L. Deffner 71 Director Professor of Theology, 1975 1996 Cousin of Walter H. Wulf,
Concordia Seminary, Jr., Vice Chairman of the
Fort Wayne, Indiana Board, Executive Vice
President and Director
Richard N. Nixon 53 Director Partner in law firm of 1990 1996 None
Stinson, Mag & Fizzell,
Kansas City, Missouri
to 12/31/92; shareholder
in law firm of Stinson,
Mag & Fizzell, P.C.,
Kansas City, Missouri
since 1/1/93
C L A S S II:
Byron J. Radcliff 38 Director Rancher 1976 1997 Son of Byron K. Radcliff,
Director and Treasurer
Michael R. Wachter 34 Director Civil Engineer and 1994 1997 None
Project Manager,
Concrete Technology Corp.
(a precast/prestressed
concrete producer)
Tacoma, Washington
Walter H. Wulf 95 Chairman of Position with Company 1923 1997 Father of Walter H. Wulf,
the Board Jr., Vice Chairman of the
and Director Board, Executive Vice
President and Director
Walter H. Wulf, Jr. 50 Vice Chairman, Position with Company 1971 1997 Son of Walter H. Wulf,
Executive Chairman of the Board and
Vice President Director; and Cousin of
and Director Donald L. Deffner,
Director
There is no arrangement or understanding between any director and any other person pursuant to which such director was
selected as a director.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INFORMATION CONCERNING EXECUTIVE OFFICERS
Term of Family Relationship
Present Position Office Principal Occupation Present Position
Name Age with Company Began Last Five Years Directors and Officers
<S> <C> <C> <C> <C> <C>
Walter H. Wulf 95 Chairman of the Board 1969 Position with Father of Walter H. Wulf, Jr.,
Director 1923 Company Vice Chairman of the Board,
Executive Vice President and
Director
Jack R. Callahan 63 President 1980 Position with None
Director 1980 Company
Robert M. Kissick 58 *Vice President 1980 See page 3 of None
Director 1972 this Proxy
Statement
Karl Callaway 83 *Secretary 1990 Retired Farmer Uncle of Ronald E. Callaway,
Director 1947 Director
Byron K. Radcliff 57 *Treasurer 1976 Manager, Father of Byron J. Radcliff,
Director 1960 Radcliff Ranch Director
Lyndell G. Mosley 63 Assistant 1972 Position with None
Secretary-Treasurer Company
Walter H. Wulf, Jr. 50 Vice Chairman of 1991 Position with Son of Walter H. Wulf,
the Board Company Chairman of the Board and
Executive 1984 Director; and Cousin of
Vice President Donald L. Deffner, Director
Director 1971
____________________
* Not active in the daily affairs of the Company.
There is no arrangement or understanding between any executive officer and any other person pursuant to which any of
such executive officers have been selected to their respective positions.
</TABLE>
<PAGE>
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth those known to the Company to
be beneficial owners of more than five percent of any class of
the Company's securities as of February 1, 1995:
<CAPTION>
Name and Address of Amount and Nature ofPercent
Beneficial Owner Title of Class Beneficial Ownership of Class
<S> <C> <C>
Byron K. Radcliff Capital Stock 211,960 shares (a) 9.831%
P.O. Box 100 Class B Capital Stock 211,960 shares (a)10.174%
Dexter, KS 67038
Walter H. Wulf Capital Stock 162,842 shares (b) 7.553%
P.O. Box 188 Class B Capital Stock 162,842 shares (b) 7.817%
Humboldt, KS 66748
____________________
(a) Includes 207,715 shares owned individually, 2,495 shares owned jointly with wife and
1,750 shares owned by wife. Mr. Radcliff disclaims beneficial ownership of the 1,750
shares owned by wife.
(b) Includes 87,842 shares held individually and 75,000 shares held by Mr. Wulf as
co-trustee under three trusts for the respective benefit of Mr. Wulf's children and
as to which Mr. Wulf disclaims beneficial ownership.
</TABLE>
<TABLE>
The security ownership of management as of February 1, 1995 is as follows:
<CAPTION>
Amount and Nature of
Beneficial Ownership
Number of Shares Percent of Ownership
Class B
Class B Capital Capital
Beneficial Owner Capital Stock Capital Stock Stock Stock
<S> <C> <C> <C> <C>
Jack R. Callahan 5,500 (1) 5,500 (1) .255% .264%
Karl Callaway 48,350 (2) 48,350 (2) 2.243% 2.321%
Ronald E. Callaway 50 50 .002% .002%
Donald L. Deffner 69,500 (3) 69,500 (3) 3.223% 3.336%
Robert M. Kissick 39,903 (4) 39,903 (4) 1.851% 1.915%
Richard N. Nixon 1,000 1,000 .046% .048%
Byron J. Radcliff 1,250 (5) 1,250 (5) .058% .060%
Byron K. Radcliff 211,960 (6) 211,960 (6) 9.831% 10.174%
Michael R. Wachter 250 250 .012% .012%
Walter H. Wulf 162,842 (7) 162,842 (7) 7.553% 7.817%
Walter H. Wulf, Jr. 19,050 (8) 19,050 (8) .883% .915%
Lyndell G. Mosley 15,561 (9) 15,561 (9) .722% .747%
All directors and
officers as a group,
12 persons 575,216 575,216 26.679% 27.611%
____________________
(1) Held jointly with wife.
(2) Includes 1,550 shares owned by wife as to which Mr. Callaway disclaims beneficial
ownership.
(3) Includes 14,000 shares in a revocable trust of which Donald L. Deffner is co-trustee
with his wife; 33,000 shares in a trust of which Mr. Deffner is trustee and has a
lifetime interest in the income and of which his descendants are the remaindermen;
11,250 shares in a trust of which Mr. Deffner is co-trustee and has a lifetime
interest in the income and of which his descendants are the remaindermen; and 11,250
shares in a trust of which Mr. Deffner is co-trustee and from which neither he nor his
family has any financial interest.
(4) Includes 1,128 shares held jointly with wife, 5,300 shares in trusts of which
Robert M. Kissick is sole trustee and 33,475 shares owned by wife. Mr. Kissick
disclaims beneficial ownership of 33,475 shares owned by wife.
<PAGE>
Footnotes to Security Ownership of Certain Beneficial Owners and Management (continued)
(5) Includes 250 shares owned by minor son of which Byron J. Radcliff is custodian and as
to which Mr. Radcliff disclaims beneficial ownership.
(6) See Footnote (a) to preceding Table.
(7) See Footnote (b) to preceding Table.
(8) Includes 12,950 shares held individually, 500 shares held jointly with wife, 3,700
shares owned by minor daughter of which Walter H. Wulf, Jr. is custodian and 1,900
shares owned by wife. In addition, Walter H. Wulf, Jr. is co-trustee with Walter H.
Wulf of 75,000 shares under three trusts for the respective benefit of Walter H. Wulf,
Jr. and his two sisters. Mr. Wulf disclaims beneficial ownership of 50,000 shares
held by him as co-trustee under two trusts for the respective benefit of Mr. Wulf's
two sisters, 3,700 shares owned by minor daughter and 1,900 shares owned by wife.
(9) Held jointly with wife.
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes the total compensation of the
Chief Executive Officer and the Company's two executive officers
whose total compensation exceeded $100,000 for the fiscal year
ended December 31, 1994, as well as the total compensation paid
to each such individual for the Company's two previous fiscal
years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Annual Compensation
Principal Position Year (Salary)
<S> <C> <C>
Jack R. Callahan 1994 $145,740
President and 1993 142,140
Chief Executive 1992 138,420
Officer
Lyndell G. Mosley 1994 $109,260
Assistant Secretary- 1993 105,660
Treasurer 1992 101,940
Walter H. Wulf, Jr. 1994 $103,080
Vice Chairman of the 1993 98,430
Board and Executive 1992 93,960
Vice President
</TABLE>
The officers who are directors receive a monthly salary and
do not receive additional compensation for attending Board of
Directors' meetings. All other directors receive $850 for
attending each board meeting. Also, all directors are reimbursed
for their actual travel expenses incurred in attending board
meetings. However, if it is necessary to hold more than one
board meeting on the same date, or if the board meeting takes
more than one day, only $850 is paid.
The Board of Directors held four meetings during 1994. Each
director attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and all committees
of the Board on which he served during 1994. The Board of
Directors does not have a standing audit, compensation or
nominating committee, or other committee performing similar
functions.
Richard N. Nixon, director, is an attorney and, during 1994,
was a shareholder in the law firm of Stinson, Mag and Fizzell,
P.C., Kansas City, Missouri. During 1994, the total legal fees
and expenses paid by the Company to Stinson, Mag and Fizzell,
P.C. did not exceed five percent of such law firm's gross
revenues for its last fiscal year.
<PAGE>
DEFINED BENEFIT RETIREMENT PLAN
The retirement plan available to salaried employees,
including the persons named in the Summary Compensation Table
above, is a defined benefit plan which provides for fixed
benefits, after a specific number of years of service, for the
remainder of the employee's life. The monthly retirement
benefits are computed by multiplying the employee's years of
service by one and six-tenths percent (1.6%) and multiplying this
result by 1/60th of the employee's last sixty calendar months of
earnings or the employee's highest five consecutive calendar
years of earnings out of the last ten calendar years of service,
whichever is greater; however, the maximum retirement benefit is
limited to fifty percent (50%) of the average monthly earnings
used in computing retirement benefits. The normal retirement age
at which retirement plan benefits become payable is age 65.
The following table sets forth the estimated annual
aggregate retirement benefits at normal retirement for various
classifications of earnings and years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Average
5 Years Years of Service
Earnings 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$100,000 $24,000 $32,000 $40,000 $48,000 $50,000
125,000 30,000 40,000 50,000 60,000 62,500
150,000 36,000 48,000 60,000 72,000 75,000
175,000 42,000 56,000 70,000 84,000 87,500
200,000 48,000 64,000 80,000 96,000 100,000
</TABLE>
The earnings used for the purpose of determining the
retirement plan benefits consists of annual compensation (salary)
of the type disclosed in the Summary Compensation Table above.
Pension benefits under the retirement plan are not subject to any
deduction for social security benefits or other offset amounts.
The persons named in the Summary Compensation Table above
have the following years of credited service for pension benefits
under the retirement plan: Mr. Callahan, 37 years; Mr. Mosley,
36 years; and Mr. Wulf, 23 years.
EMPLOYMENT CONTRACTS
The Company has employment agreements with Jack R. Callahan,
Lyndell G. Mosley and Walter H. Wulf, Jr. The agreements provide
for the employment of Mr. Callahan to April 19, 1997, Mr. Mosley
to April 16, 1996 and Mr. Wulf to March 31, 1996, or such earlier
date on which such person dies, becomes permanently disabled or
is discharged by the Company. Each agreement provides, "If, in
connection with the Company's sale of its assets or the merger
through stock sale or otherwise with other facilities or
companies, [such officer] is not retained through the term of
[the] agreement in a position providing equal compensation in
Humboldt, Kansas, [such officer] is entitled to receive severance
pay on a monthly basis equal to one hundred percent (100%) of
[such officer's] then annual compensation for a period of three
years or to the expiration of his contract". If a sale of assets
or merger and non-retention of employment had occurred on
December 31, 1994, Messrs. Callahan, Mosley and Wulf would have
been entitled to receive monthly severance pay pursuant to these
agreements equal to $12,220, $9,180, and
<PAGE>
$8,690, respectively, for the remaining period of their respective contracts.
Under the terms of each agreement, the officer has agreed that in the
event he resigns from the Company at any time during the term of
the agreement, he will not, for a period of two years, enter into
the employment of any company in the cement manufacturing
business located within the solicited markets of the Company
without the consent of the Company.
SEVERANCE PAY PLAN
On July 18, 1985 the Board of Directors of the Company
adopted a Severance Pay Plan for Salaried Employees (the "Plan").
The Plan is designed to recognize the past service of
long-standing salaried employees and reduce their concerns, if
any, if a change in control of the Company should occur. The
Plan provides that if employment of any "covered employee" is
terminated for any reason other than death or disability within
24 months after a "change in control", such employee is entitled
to receive severance pay equal to the employee's monthly salary
times the number of full years that such employee has been
employed by the Company. The amount of the severance pay is
subject to certain reductions where the employee is entitled to
certain retirement benefits under the Company's pension plan or
where the severance pay is not fully deductible by the Company
for federal income tax purposes. A "covered employee" is any
full-time salaried employee who has been employed for at least 10
years prior to the "change in control". A "change in control" is
any merger, consolidation or disposition of all or substantially
all of the assets of the Company or any acquisition by any person
or group of persons acting in concert who after such acquisition
would own more than 30% of the Company's outstanding voting
stock. Any covered employee having the right to severance pay
under any other contract with the Company, such as those
described above with Messrs. Callahan, Mosley and Wulf, must
elect to receive severance pay either under the Plan or under
such contract. If there had been a change in control and
termination of employment on December 31, 1994, Messrs. Callahan,
Mosley and Wulf would have been entitled to receive severance pay
pursuant to the Plan equal to $337,680, $220,320 and $208,560,
respectively; subject to Messrs. Callahan's, Mosley's and Wulf's
severance pay election under their employment agreements. The
Plan also provides that any covered employee who, at the time of
termination, has been employed on a full-time basis for 20 years
or more, is entitled to receive the same life and health
insurance generally made available by the Company to retired
employees. The Plan may be amended or terminated by the
affirmative vote of a least two-thirds of the members of the full
Board of Directors of the Company except that no amendment or
termination may adversely affect any right of a covered employee
who is employed by the Company at the time the Board of Directors
has knowledge of any change in control or a proposal for any
change in control.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
There currently is no compensation committee of the Board of
Directors (or committee performing equivalent functions).
Accordingly, the Board of Directors itself is responsible for the
establishment of the general compensation policies of the Company
and the specific compensation for executive officers. In
carrying out this responsibility, however, the Board of Directors
requests and considers the recommendations of the Executive
Committee of the Board of Directors (consisting of Jack R.
Callahan, Karl Callaway, Robert M. Kissick, Byron K. Radcliff,
Walter H. Wulf and Walter H. Wulf, Jr.).
<PAGE>
Executive Compensation Policy
The Board of Directors believes that the compensation of its
executive officers, including Mr. Callahan, the Company's
President and Chief Executive Officer (CEO), should be influenced
by the Company's long-term profitability. However, the Board
does not attempt to establish a direct correlation between the
Company's profitability and executive compensation.
Executive Officer Compensation
Each year, including 1994, the Executive Committee of the
Board of Directors makes its recommendations to the Board of
Directors as to the salaries for the Company's executive
officers. These recommendations are based on a salary adjustment
percentage which the committee establishes to serve as a
guideline in setting the compensation for all salaried employees
of the Company. The determination of this salary adjustment is
based on the Executive Committee's assessment of the change in
the cost of living and of the Company's long-term profitability.
The application of the salary adjustment percentage to the
salaries of the Company's salaried employees results generally in
the Company's executive officers as a group, including the CEO,
receiving the same percentage increase as the other salaried
employees of the Company. A subjective determination as to
whether the individual salaried employee is performing
satisfactorily is also made. In April 1994, upon the
recommendation of the Executive Committee, the Board of Directors
approved an overall increase in compensation of up to four
percent, with a maximum monthly increase of $400 to any one
officer or employee. These increases are reflective of, although
not directly tied to, the Company's improved performance in 1993
prior to the cumulative effect of accounting changes for
postretirement benefits and related income tax.
Chief Executive Officer Compensation
The compensation of the Company's CEO is established by the
Board of Directors in the same way as compensation is established
for the Company's other executive officers. As indicated in the
above discussion, the increase in the CEO's salary, and that of
the other executive officers, largely is determined by the
application of the salary adjustment percentage selected by the
Executive Committee to the CEO's salary. A subjective
determination as to whether the individual salaried employee is
performing satisfactorily is also made.
THE BOARD OF DIRECTORS:
Jack R. Callahan Karl Callaway
Ronald E. Callaway Donald L. Deffner
Robert M. Kissick Richard N. Nixon
Byron J. Radcliff Byron K. Radcliff
Michael R. Wachter Walter H. Wulf
Walter H. Wulf, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No officer who is not also a director, and no other person,
participated in deliberations of the Board of Directors
concerning executive officer compensation. The members of the
Board of Directors who are also executive officers have no
interlocking relationships with any other entity which are
required by the Securities and Exchange Commission to be reported
in this Proxy Statement.
<PAGE>
COMPANY PERFORMANCE
The following performance graph shows a five-year comparison
of cumulative total returns for the Company, the S&P 500
composite index and an index of peer companies selected by the
Company.
<TABLE>
<CAPTION>
Dec89 Dec90 Dec91 Dec92 Dec93 Dec94
<S> <C> <C> <C> <C> <C> <C>
MONARCH CEMENT CO. 100.00 82.39 88.54 102.62 118.18 162.26
Peer Group 100.00 68.25 70.52 77.50 130.50 104.15
S&P 500 100.00 96.86 126.42 136.05 149.76 151.74
</TABLE>
Source: S&P COMPUSTAT and Media General Financial Services Inc.
The cumulative total return on investment for each of the
periods for the Company, the S&P 500 and the peer group is based
on the stock price or composite index at January 1, 1990. The
performance graph assumes that the value of an investment in the
Company's capital stock and each index was $100 at January 1,
1990 and that all dividends were reinvested. The information
presented in the performance graph is historical in nature and is
not intended to represent or guarantee future returns.
The performance graph compares the performance of the
Company with that of the S&P 500 composite index and an index of
peer companies in the Company's industry in which the returns are
weighted according to each company's market capitalization.
Companies in the peer group index are Lafarge Corporation, Lone
Star Industries, Southdown Inc. and Texas Industries.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has used the services of Arthur Andersen LLP,
Kansas City, Missouri as its Independent Certified Public
Accountants for more than 50 years and plans to continue to use
them in this capacity. It is not anticipated that there will be
representatives of Arthur Andersen LLP at the annual meeting of
the stockholders on April 12, 1995 and therefore they will not
make a statement or be available to answer questions which may
arise. The Board of Directors does not have an audit committee.
DEADLINE FOR STOCKHOLDER PROPOSALS
No stockholder proposal will be included in the Company's
proxy statement and form of proxy relating to the annual meeting
of stockholders to be held on April 10, 1996 which is not
received by the Company at P.O. Box 1000, Humboldt, Kansas 66748-
1000 on or before November 15, 1995.
FINANCIAL STATEMENTS
The annual report of the Company containing financial
statements for the year ended December 31, 1994 is enclosed
herewith.
OTHER BUSINESS
The proxy solicited confers discretionary authority with
respect to the voting of the shares represented thereby on any
other business that may properly come before the meeting.
However, the Board of Directors has no knowledge of any other
business which will be presented at the meeting and does not
itself intend to present any such other business.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") generally requires the Company's directors and
executive officers, and persons who own more than 10% of a class
of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports
of changes in ownership in the Company's capital stock and other
equity securities. Securities and Exchange Commission
regulations require directors, executive officers and greater
than 10% shareholders to furnish the Company with copies of all
Section 16(a) reports they file. To the Company's knowledge,
based solely on review of copies of such reports and written
representations that no other reports were required, during the
year ended December 31, 1994, all Section 16(a) filing
requirements applicable to its directors, executive officers and
greater than 10% shareholders were complied with.
