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 240.14a-11(c) or 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)(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:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(April 10, 1996)
The annual meeting of the stockholders of The Monarch Cement Company, a
Kansas corporation, will be held Wednesday, April 10, 1996, 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 three directors to serve until the annual meeting
of the stockholders of the Company in 1999;
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 20,
1996 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
/s/ Lyndell G. Mosley
Lyndell G. Mosley, CPA
Assistant Secretary
Humboldt, Kansas
March 15, 1996
<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 20, 1996 at the annual
meeting of stockholders to be held on April 10, 1996, 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.)
Karl Callaway Donald L. Deffner Richard N. Nixon
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_________________, 1996. _____________________________
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 10, 1996)
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 15, 1996.
The record date with respect to this solicitation is February 20, 1996
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
2,179,469 shares of Capital Stock and 2,046,821 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 three directors to be elected at the forthcoming annual meeting of
stockholders will serve as directors in Class I of the Board of Directors.
Their term of office will commence upon election and will continue until the
1999 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 I 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:
Karl Callaway Donald L. Deffner Richard N. Nixon
The Board of Directors recommends that you vote FOR the election of each
of the three nominees named above as directors of Class I.
<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
NOMINEES
C L A S S I:
<S> <C> <C> <C> <C> <C> <C>
Karl Callaway 84 Secretary and Retired Farmer 1947 1999 Uncle of Ronald E. Callaway,
Director Director
Donald L. Deffner 72 Director Professor of Theology, 1975 1999 Cousin of Walter H. Wulf, Jr.,
Concordia Seminary, Vice Chairman of the
Fort Wayne, Indiana Board, Executive Vice
President and Director
Richard N. Nixon 54 Director Partner in law firm of 1990 1999 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
DIRECTORS CONTINUING IN OFFICE
C L A S S II:
Byron J. Radcliff 39 Director Rancher 1976 1997 Son of Byron K. Radcliff,
Director and Treasurer
Michael R. Wachter 35 Director Civil Engineer and 1994 1997 None
Project Manager,
Concrete Technology Corp.
(a precast/prestressed
concrete producer)
Tacoma, Washington
Walter H. Wulf 96 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. 51 Vice Chairman Position with Company 1971 1997 Son of Walter H. Wulf,
of the Board, Chairman of the Board and
Executive Director; and Cousin of
Vice President Donald L. Deffner,
and Director 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 (continued)
C L A S S III:
Jack R. Callahan 64 President Position with Company 1980 1998 None
and Director
Ronald E. Callaway 60 Director Transport truck driver, 1990 1998 Nephew of Karl Callaway,
Agricultural Carriers, Director and Secretary
Inc., Wichita, Kansas
Robert M. Kissick 59 Vice President President, Hydraulic 1972 1998 None
and Director Power Systems, Inc.
(manufacturer of
construction equipment)
N. Kansas City, Missouri
Byron K. Radcliff 58 Treasurer Manager, 1960 1998 Father of Byron J.
and Director Radcliff Ranch Radcliff, 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 between
Name Age with Company Began Last Five Years Directors and Officers
<S> <C> <C> <C> <C> <C>
Walter H. Wulf 96 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 64 President 1980 Position with None
Director 1980 Company
Robert M. Kissick 59 *Vice President 1980 See page 4 of None
Director 1972 this Proxy
Statement
Karl Callaway 84 *Secretary 1990 Retired Farmer Uncle of Ronald E. Callaway,
Director 1947 Director
Byron K. Radcliff 58 *Treasurer 1976 Manager, Father of Byron J. Radcliff,
Director 1960 Radcliff Ranch Director
Lyndell G. Mosley 64 Assistant 1972 Position with None
Secretary-Treasurer Company
Walter H. Wulf, Jr. 51 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, 1996:
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Title of Class Beneficial Ownership of Class
<S> <C> <C> <C>
Byron K. Radcliff Capital Stock 211,960 shares (a) 9.725%
P.O. Box 100 Class B Capital Stock 211,960 shares (a) 10.356%
Dexter, KS 67038
Walter H. Wulf Capital Stock 162,842 shares (b) 7.472%
P.O. Box 188 Class B Capital Stock 162,842 shares (b) 7.956%
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, 1996 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) .252% .269%
Karl Callaway 48,350 (2) 48,350 (2) 2.218% 2.362%
Ronald E. Callaway 50 50 .002% .002%
Donald L. Deffner 69,500 (3) 69,500 (3) 3.189% 3.395%
Robert M. Kissick 39,903 (4) 39,903 (4) 1.831% 1.950%
Richard N. Nixon 1,000 1,000 .046% .049%
Byron J. Radcliff 1,250 (5) 1,250 (5) .057% .061%
Byron K. Radcliff 211,960 (6) 211,960 (6) 9.725% 10.356%
Michael R. Wachter 250 250 .012% .012%
Walter H. Wulf 162,842 (7) 162,842 (7) 7.472% 7.956%
Walter H. Wulf, Jr. 16,410 (8) 19,050 (9) .753% .931%
Lyndell G. Mosley 15,561 (10) 15,561 (10) .714% .760%
All directors and
officers as a group,
12 persons 572,576 575,216 26.271% 28.103%
(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 10,810 shares held individually, 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) 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.
(10)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, 1995, 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 1995 $150,240
President and 1994 145,740
Chief Executive 1993 142,140
Officer
Lyndell G. Mosley 1995 $114,390
Assistant Secretary- 1994 109,260
Treasurer 1993 105,660
Walter H. Wulf, Jr. 1995 $108,870
Vice Chairman of the 1994 103,080
Board and Executive 1993 98,430
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 three meetings during 1995. 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
1995, with the exception of Robert M. Kissick who only attended two Board of
Directors' meetings. The Board of Directors does not have a standing audit,
compensation or nominating committee, or other committee performing similar
functions.
<PAGE>
Richard N. Nixon, director, is an attorney and, during 1995, was a
shareholder in the law firm of Stinson, Mag and Fizzell, P.C., Kansas City,
Missouri. During 1995, 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.
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, 38 years; Mr. Mosley, 37 years; and Mr. Wulf, 24 years.
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.
<PAGE>
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. If there had been a change in control and
termination of employment on December 31, 1995, Messrs. Callahan, Mosley and
Wulf would have been entitled to receive severance pay pursuant to the Plan
equal to $479,560, $357,050 and $220,800, respectively. 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.).
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 1995, 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 1995, upon the recommendation of the Executive Committee, the Board of
Directors approved an overall increase in compensation of five percent. These
increases are reflective of, although not directly tied to, the Company's
improved performance in 1994.
<PAGE>
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.
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>
Dec90 Dec91 Dec92 Dec93 Dec94 Dec95
<S> <C> <C> <C> <C> <C> <C>
MONARCH CEMENT CO. 100.00 107.47 124.56 143.45 196.96 224.59
Peer Group 100.00 103.87 113.99 191.64 153.93 192.08
S&P 500 COMP-LTD 100.00 130.34 140.25 154.32 156.42 214.99
</TABLE>
Source: S&P COMPUSTAT/PC Plus and Media General Financial Services
<PAGE>
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, 1991. The performance graph assumes that the
value of an investment in the Company's capital stock and each index was $100
at January 1, 1991 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.
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 60
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 10, 1996 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 9, 1997 which is not received by the Company at P.O. Box
1000, Humboldt, Kansas 66748-1000 on or before November 15, 1996.
FINANCIAL STATEMENTS
The annual report of the Company containing financial statements for the
year ended December 31, 1995 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, 1995, all Section 16(a) filing requirements applicable to
its directors, executive officers and greater than 10% shareholders were
complied with.
