<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MONARCH
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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> 2
THE MONARCH MACHINE TOOL COMPANY
SIDNEY, OHIO 45365
[MONARCH LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996
The Annual Meeting of Shareholders of THE MONARCH MACHINE TOOL COMPANY, an
Ohio corporation, will be held at the office of the Company, 615 North Oak
Street, Sidney, Ohio, on Tuesday, May 7, 1996, at 1:00 o'clock p.m., Eastern
Daylight Savings Time, for the following purposes:
1. To elect four Directors to serve for a term expiring in 1999; and
2. To act upon such other matters as may properly come before the meeting.
The close of business on March 19, 1996, has been fixed by the Board of
Directors as the record date for determining shareholders entitled to notice of
the meeting and to vote.
By Order of the Board of Directors
ROBERT J. SIEWERT
President
April 2, 1996
- --------------------------------------------------------------------------------
IMPORTANT
YOUR PROXY IS ENCLOSED, PLEASE SIGN AND RETURN YOUR PROXY NOW.
THE ENCLOSED RETURN ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 3
THE MONARCH MACHINE TOOL COMPANY
615 NORTH OAK STREET
SIDNEY, OHIO 45365
------------------
PROXY STATEMENT
------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 1996
SOLICITATION OF PROXY
The accompanying Proxy is being solicited by the Board of Directors, and
the persons named in the Proxy have been selected by it. Solicitation is to be
made through the mails; the cost of preparing, assembling, and mailing the form
of Proxy and material used in the solicitation is to be paid by the Company. The
shares represented by Proxies in the accompanying form that are duly executed
and received by the Board of Directors before 1:00 o'clock p.m., on May 7, 1996,
will be voted. This Notice and Proxy Statement is being mailed to shareholders
on April 2, 1996.
REVOCATION OF PROXY
A shareholder may revoke a proxy at anytime prior to its exercise by
delivering to the Company a later dated Proxy or by giving notice to the Company
in writing or in open meeting.
VOTING SECURITIES
In accordance with the Regulations of the Company, the Board of Directors
has designated the close of business on March 19, 1996, as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting. As of that date, an aggregate of 3,759,724 voting shares, comprised of
3,744,967 Common Shares and 14,757 Series A Preferred Shares, were outstanding
and entitled to one vote each.
The holders of voting shares represented, in person or by proxy, at the
Annual Meeting constitute a quorum for the election of directors; but for any
other purpose, the holders of a majority of the outstanding voting shares of the
Company must be represented at the meeting, in person or by proxy.
Shares represented by proxies received by the Company will be counted as
present at the Annual Meeting for the purpose of determining the existence of a
quorum, regardless of how or whether such shares are voted on a specific
proposal. Abstentions will be treated as votes cast on a particular proposal as
well as shares present at the Annual Meeting. Where nominee shareholders are not
permitted to vote on a specific issue because they did not receive specific
<PAGE> 4
instructions on the specific issue from the beneficial owners of the shares
("Broker Nonvotes"), such Broker Nonvotes will be treated as not present at the
meeting for purposes of calculating the results of the vote on the specific
issue. Accordingly, abstentions and Broker Nonvotes have the effect of a
negative vote on any proposal where the vote required to pass the proposal is a
percentage of the outstanding shares, but only abstentions have the effect of a
negative vote when the vote required to pass a proposal is a percentage of the
shares present at the Annual Meeting.
Under Ohio General Corporation Law, the nominees for election as Directors
receiving the most votes are elected. Ohio law also provides that, if notice in
writing is given by any shareholder to the President, a Vice President, or the
Secretary of the Company not less than 48 hours before the time fixed for the
holding of the meeting that he desires that the voting for the election of
Directors be cumulative, and, if an announcement of the giving of the notice is
made upon the convening of the meeting, each shareholder shall have the right to
cumulate such voting power as he possesses in the election of Directors and to
give one candidate as many votes as the number of Directors to be elected
multiplied by the number of his votes equals, or to distribute his votes on the
same principle among two or more candidates, as he sees fit.
In the event that Directors are elected by cumulative voting and the
cumulated votes represented by Proxies given to the Board of Directors are
insufficient to elect all the nominees of the Board, then the Board's proxy
agents will vote such proxies cumulatively for the election of as many of the
nominees named below as possible, and in such order as the proxy agents may
determine. The order in which proxies may be cumulated by the proxy agents will
depend on a number of factors, including the number of directors that can be
elected based upon the shares voted for the Board's nominees and the manner in
which shareholders cumulate their votes in favor of particular candidates.
BOARD OF DIRECTORS
The Company's Board of Directors is divided into three classes, with two
classes comprised of three directors and one class comprised of four directors.
One class of directors is elected at each Annual Meeting of Shareholders for a
term of three years.
At the 1996 Annual Meeting, shareholders will elect four directors who will
hold office until the Annual Meeting of Shareholders in 1999. The four persons
who have been nominated by the Board of Directors are John A. Bertrand, Waldemar
M. Goulet, Kenneth H. Hopkins, and John F. Torley, all of whom are currently
directors of the Company and are nominated to succeed themselves. In case any of
these nominees is, for any reason, not a candidate at the Annual Meeting, the
Proxy to that extent will be voted for such person or persons as the Board of
Directors may recommend. The Board, however, knows of no reason to anticipate
that this will occur.
2
<PAGE> 5
The nominees for election to the class of Directors whose term of office
will expire in 1999, and the other Directors whose terms of office continue
after the meeting, with information as to each of them, as of March 19, 1996,
are as follows:
<TABLE>
<CAPTION>
EXPIRATION
OF
PRESENT
YEAR TERM OR
FIRST OF
NAME, AGE, ELECTED TERM FOR
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AS WHICH
AND OTHER DIRECTORSHIPS DIRECTOR NOMINATED
- ------------------------------------------------------------ --------- ---------
<S> <C> <C>
JOHN A. BERTRAND (age 57), President of A. O. Smith 1993 1999
Electrical Products Company, a manufacturer of electric
motors (a division of A. O. Smith Corporation), for more
than five years. (1) (2) (4)
WALDEMAR M. GOULET(age 60), Professor of Finance at Wright 1991 1999
State University for more than five years and former Dean
of the College of Business and Administration at Wright
State University. (1)
KENNETH H. HOPKINS (age 67), Chairman of the Board of Field 1993 1999
Abrasive Incorporated, a manufacturer of abrasive
specialties, for more than five years. (1)
JOHN F. TORLEY (age 84), Chairman and Director of Morris 1966 1999
Bean & Co.; President from 1985 to 1992 of the Miami
Valley Research Institute, a promoter of research at local
universities in the Dayton, Ohio area, and former
President and current Director of the related Miami Valley
Research Foundation; formerly Chairman of the Board and
Chief Executive Officer, Amcast Industrial Corporation,
Dayton, Ohio, producer of metal castings; Director of Van
Dyne Crotty, Inc. (1) (2) (3) (4)
JOSEPH M. RIGOT (age 52), Partner-in-Charge, Thompson Hine & 1994 1998
Flory P.L.L., Dayton, Ohio office (attorneys) since May
1993 and a partner in such firm for more than five years.
(3) (5)
WILLIAM A. ENOUEN (age 67), Retired beginning December 1, 1990 1998
1993; Senior Vice President and Chief Financial Officer,
The Mead Corporation, Dayton, Ohio, a forest products
company, prior to December 1, 1993; Director of Morris
Bean & Co. (1) (2) (4)
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
EXPIRATION
OF
PRESENT
YEAR TERM OR
FIRST OF
NAME, AGE, ELECTED TERM FOR
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AS WHICH
AND OTHER DIRECTORSHIPS DIRECTOR NOMINATED
- ------------------------------------------------------------ --------- ---------
<S> <C> <C>
ROBERT J. SIEWERT (age 58), President of the Company since 1988 1998
April 1988; formerly Vice President and General
Manager-Machine Tool Group of Oerlikon Motch Corporation,
a manufacturer of metal working machine tools, from August
1986 to April 1988, and Vice President and General Manager
of Giddings & Lewis Machine Tool Company, a manufacturer
of machine tool equipment, from August 1984 to August 1986
and of its Davis Tool Company subsidiary for more than
five years prior to August 1984; Director of Peerless
Machinery Corp. (2)
DAVID E. LUNDEEN (age 67), Retired as Vice President of the 1970 1997
Company and General Manager, Monarch Cortland, in November
1994, a position he had held for more than five years.
ROBERT B. MEEKER (age 67), President, Robert B. Meeker 1973 1997
Consultants since 1981; Senior Vice President and Group
Executive, Hobart Corporation, Troy, Ohio, manufacturer of
food processing and related machinery, prior to 1981. (2)
(3)
JOHN M. RICHARDSON (age 75), Retired on December 31,1982; 1979 1997
Senior Vice President, A. O. Smith Corporation,
diversified manufacturer of automobile and truck frames,
water heaters, agricultural equipment, and electric
motors, prior to December 31, 1982. (2) (3) (4)
<FN>
- ---------------
(1) Member of the Audit Committee, which met twice during 1995 for the purpose
of reviewing with the independent auditors of the Company the scope and
thoroughness of the auditors' examination, considering recommendations of
the independent auditors, reviewing the adequacy of the Company's systems of
internal accounting controls with the independent auditors and management,
and recommending to the Board of Directors the selection of independent
auditors for the year.
(2) Member of the Executive Committee, which met twice during 1995. The
Executive Committee has responsibility for acting on various matters between
meetings of the Board of Directors.
(3) Member of the Compensation Committee, which met once during 1995.
(4) Member of the Nominating Committee, which did not meet in 1995. The
Nominating Committee is willing to consider any shareholder recommendations
respecting possible
</TABLE>
4
<PAGE> 7
candidates for positions on the Board of Directors, and a shareholder
desiring to submit a recommendation to the Committee may do so by sending
the candidate's resume to the Secretary of the Company.
(5) The law firm of Thompson Hine & Flory P.L.L. performed legal services for
the Company last year and is performing legal services for the Company
during the current year.
During 1995, there were four meetings of the Board of Directors, in
addition to meetings of Board committees. No Director attended fewer than 75
percent of the total number of Board meetings and meetings held by the
Committees of the Board on which he served. A member of the Board of Directors
who is not an officer of the Company is compensated for services as a Director
at the annual rate of $10,000 and also receives $800 per meeting for attendance
at Board meetings. In addition, a non-officer Director who serves on a Board
Committee is compensated for services on the basis of $600 per meeting for
attendance at Committee meetings, or $800 per meeting if he is Chairman of the
Committee.
OWNERSHIP OF SHARES
The following table sets forth, as of March 19, 1996 unless otherwise
indicated, the number and percent of the Company's Common Shares beneficially
owned by each Director or nominee for election as a Director of the Company, by
each Named Officer, by each person known to the
5
<PAGE> 8
Company to be the beneficial owner of more than five percent of the Company's
Common Shares, and by all of the Company's Directors and executive officers as a
group.
<TABLE>
<CAPTION>
NUMBER OF COMMON
NAME OF INDIVIDUAL OR SHARES PERCENT
GROUP BENEFICIALLY OWNED(1) OF CLASS
- ----------------------------------- --------------------- --------
<S> <C> <C>
John A. Bertrand................... 430 (2)
William A. Enouen.................. 1,000 (2)
Waldemar M. Goulet................. 500 (2)
Kenneth H. Hopkins................. 1,000 (2)
Robert J. Kindt.................... 2,100 (2)
David E. Lundeen................... 12,600 (2)
Robert B. Meeker................... 4,672 (2)
John M. Richardson................. 100 (2)
Joseph M. Rigot.................... 1,000 (2)
Robert J. Siewert.................. 7,475 (2)
Robert A. Skodzinsky............... 1,250 (2)
John F. Torley..................... 10,056 (2)
15 Directors and executive officers
as a group, including those
listed above..................... 45,960 1.2%
Dimensional Fund Advisors, Inc..... 234,400(3)(7) 6.3%
Foyston, Gordon & Payne, Inc....... 199,350(4)(7) 5.3%
Franklin Resources, Inc............ 250,000(5)(7) 6.7%
Tweedy, Browne Company L.P., TBK
Partners, L.P. and Vanderbilt
Partners, L.P.................... 280,024(6)(7) 7.5%
<FN>
- ---------------
(1) Shares are treated as "beneficially owned" if a person has or shares voting
or dispositive power with respect to the shares or has a right to acquire
the shares within 60 days of March 19, 1996. Unless otherwise indicated,
total voting power and total dispositive power are exercised by each
individual and/or a member of his household. The number of shares included
in the table which a listed person or group has a right to acquire within 60
days of March 19, 1996 are: Mr. Kindt - 2,000; Mr. Siewert - 6,250; Mr.
Skodzinsky - 750; and directors and executive officers as a group - 12,325.
(2) Less than 1%.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), 1299 Ocean Avenue, Santa
Monica, CA 90401, a registered investment advisor, is deemed to own
beneficially 234,400 Common Shares as of December 31, 1995. These shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all of these shares.
</TABLE>
6
<PAGE> 9
(4) Foyston, Gordon & Payne Inc., a registered investment counsel, is located at
151 Yonge Street, Suite 1208, Toronto, Ontario M5C 2W7.
(5) Franklin Resources, Inc., an investment adviser, located at 777 Mariners
Island Blvd, San Mateo, California 94403-7777, has sole voting power and
shared dispositive power with respect to the listed shares.
(6) Tweedy, Browne Company L.P. ("TBC"), TBK Partners, L.P. ("TBK"), and
Vanderbilt Partners, L.P. ("Vanderbilt") have an address at 52 Vanderbilt
Avenue, New York, NY 10017. TBC is engaged primarily in the business of a
securities broker-dealer and investment advisor. TBK and Vanderbilt are
private investment partnerships engaged in the business of investing in
securities for their own accounts. TBC, TBK, and Vanderbilt may be deemed to
own beneficially 259,524, 15,000, and 5,500 Common Shares, respectively, and
may also be deemed a group under the Securities Exchange Act of 1934. TBC,
TBK, and Vanderbilt make no admission that they are members of a group, and
they disclaim beneficial ownership of all of these shares.
(7) Information is based on ownership reports filed by the named entities with
the Securities and Exchange Commission, and the information is as of
December 31, 1995 as to each entity except for Foyston, Gordon & Payne, Inc.
for which information is as of January 17, 1996.
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company and owners of more than 10% of the Company's
common shares to file an initial ownership report with the Securities and
Exchange Commission and a monthly or annual report listing any subsequent change
in their ownership of common shares. The Company believes, based on information
provided to the Company by the persons required to file such reports, that all
filing requirements applicable to such persons during the period from January 1,
1995 through December 31, 1995 were met.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Executive Compensation program is administered by the
Compensation Committee of the Board of Directors. During 1995, the Committee was
comprised of the four independent, nonemployee Directors listed below. The
Committee has responsibility for fixing compensation for executives of the
Company and considering employee benefit programs generally. The Committee
submits the following report:
"EXECUTIVE COMPENSATION POLICY. The Compensation Committee is
committed to a strong, positive link between business, performance, and
benefit programs. Our compensation policy is designed to improve
shareholder value by: attracting and retaining highly qualified and
productive individuals; maintaining externally competitive and internally
equitable compensation; basing compensation levels on both Company and
individual
7
<PAGE> 10
performance; and encouraging executive stock ownership so that the
executive shares the same interests as the shareholder.
BASE SALARY. The salaries of the executives are reviewed
annually. The Committee establishes salary levels based on responsibility,
Company performance, individual performance, internal equity, and
competitiveness.
STOCK OPTIONS. To better align the interests of Company
management and shareholders, the Company, in 1994, designed and adopted an
employee stock option plan to replace the expired 1984 Employee Stock
Option Plan. This plan covers all divisions and subsidiaries of the
Company. No options were granted to the Named Officers in 1995.
CEO AND OTHER OFFICER COMPENSATION. Mr. Robert J. Siewert has
been President of the Company since 1988. Mr. Siewert's total compensation,
as well as that of two additional Company officers, is set forth in the
Summary Compensation Table. The Committee took into consideration the
present economic situation of the country, as well as that of the machine
tool industry, in considering compensation for all the Company's
executives. In 1995, Mr. Siewert's base salary was increased $15,000 to
$200,000, which was his first salary increase since 1992. The Committee
believed such increase was appropriate to reflect competitive conditions in
the industry and the unusual challenges Mr. Siewert faced in returning the
Company to profitability. The salary of the other two executive officers
named in the Summary Compensation Table was slightly increased to better
reflect compensation levels in the industry and their increased
responsibilities. No incentive compensation was payable to Mr. Siewert or
any other officer for 1995 services. We believe that Mr. Siewert's total
compensation, as well as that of the other officers, is competitive in the
external marketplace and reflective of Company and individual performance.
Throughout 1995, the Board of Directors of the Company did not modify or
reject any action or recommendation of the Compensation Committee."
Compensation Committee
Robert B. Meeker
John M. Richardson
Joseph M. Rigot
John F. Torley
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following table sets forth the annual, long-term compensation and all
other compensation paid by the Company for the fiscal years ended December 31,
1995, 1994, and 1993, to the chief executive officer and the other executive
officers of the Company who earned in excess of $100,000 in salary and bonus for
the fiscal year ended December 31, 1995 (the "Named Officers").
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
NUMBER OF
COMMON
ANNUAL SHARES
NAME AND PRINCIPAL COMPENSATION UNDERLYING ALL OTHER
POSITION YEAR SALARY($) OPTIONS COMPENSATION(1)
- ----------------------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Robert J. Siewert 1995 $198,750 0 $924
President 1994 185,000 5,000 924
1993 185,000 0 899
Robert J. Kindt 1995 $133,500 0 $401
President Monarch 1994 124,250 2,000 373
Stamco/Busch 1993 115,500 0 347
Robert A. Skodzinsky 1995 $119,375 0 $924
V.P. & General 1994 90,417 1,000 0
Manager 1993 35,417(2) 1,000 0
<FN>
- ---------------
(1) The amount represents the Company's contribution for the Named Officers
under the Company's Retirement Savings Plan.
(2) Mr. Skodzinsky joined the Company in August 1993.
</TABLE>
FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to unexercised
options to purchase the Company's common shares granted under the Company's
employee stock option plans to
9
<PAGE> 12
the Named Officers and held by them at December 31, 1995. None of the Named
Officers exercised stock options during fiscal 1995.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED IN-
UNEXERCISED OPTIONS THE-MONEY OPTIONS
AT 12/31/95 AT 12/31/95(1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert J. Siewert........ 6,250 3,750 $ 3,516 $10,549
Robert J. Kindt.......... 2,000 1,500 1,407 4,220
Robert A. Skodzinsky..... 750 1,250 1,266 2,673
<FN>
- ---------------
(1) Represents the excess of the market value of the shares at December 31, 1995
subject to the options over the aggregate option exercise price.
</TABLE>
RETIREMENT BENEFITS
The Company provides retirement benefits for its salaried employees. The
Company's Pension Plan A provides for benefits based on the average of the
aggregate compensation during the five consecutive years of employment in the
ten consecutive years of employment preceding retirement that yield the highest
average. Compensation covered by the Plan includes salary paid for service
rendered while an employee but excludes bonuses.
The following table sets forth the estimated annual benefits payable at
normal retirement (age 65) under the Company's Pension Plan A to an employee,
including the Named Officers, with indicated final average base compensation, as
defined in the Plan, and periods of service. The benefit amounts are based upon
years of benefit service (not in excess of 35) multiplied by 1.25% of the final
average base compensation. The amounts shown in the table below have been
prepared on the straight life equivalent basis.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFIT
(ASSUMING RETIREMENT ON JANUARY 1, 1996)
FINAL AVERAGE -------------------------------------------------------
ANNUAL BASE 15 20 25 30 35
COMPENSATION YEARS YEARS YEARS YEARS YEARS
- ---------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000 $25,711 $34,281 $42,852 $51,422 $59,992
150,000 30,853 41,138 51,422 61,706 71,991
175,000 30,853 41,138 51,422 61,706 71,991
200,000 30,853 41,138 51,422 61,706 71,991
225,000 30,853 41,138 51,422 61,706 71,991
</TABLE>
The applicable years of benefit service as of January 1, 1996, for the
named Officers are Mr. Siewert -- 8 years, Mr. Kindt -- 6 years and Mr.
Skodzinsky -- 2 years. As noted above, Pension Plan A limits the maximum amount
of benefits thereunder by assuming a maximum period of benefit service of 35
years.
10
<PAGE> 13
COMMON SHARE PERFORMANCE GRAPH
The following Common Share Performance Graph compares the five year
cumulative return, assuming dividend reinvestment, from investing $100 on
December 31, 1990, in each of the Company's Common Shares, the S&P 500 Index of
companies, and a peer group of various machine tool companies (the "Peer Group")
consisting of the following companies: Cincinnati Milacron, Inc., Gleason
Corporation, The Monarch Machine Tool Company, Giddings & Lewis Inc., Hurco
Companies Inc., Met-Coil Systems Corporation, Newcor Inc. and Salem Corporation.
For 1995, Newcor Inc. was added to the Peer Group to replace Acme Cleveland
Corporation and Brown & Sharpe Manufacturing Company, both of which disposed of
their machine tool businesses in 1995.
<TABLE>
<CAPTION>
Measurement Period Monarch Ma-
(Fiscal Year Covered) chine Tool Peer Group S&P 500
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 102 128 130
12/31/92 120 189 140
12/31/93 115 207 155
12/31/94 105 172 157
12/31/95 134 205 215
DOLLARS
</TABLE>
INDEPENDENT AUDITORS
Coopers & Lybrand has been appointed as the Company's independent auditors
for the fiscal year ending December 31, 1996, pursuant to the recommendation of
the Company's
11
<PAGE> 14
Audit Committee. Coopers & Lybrand has served as independent auditors for the
Company for more than 50 years.
A representative of Coopers & Lybrand is expected to be present at the
Annual Meeting with an opportunity to make a statement if he desires to do so,
and to respond to appropriate questions, with respect to that firm's examination
of the Company's financial statements for the fiscal year ended December 31,
1995.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters to be
presented at the meeting. In the event other matters do properly come before the
meeting, the persons named in the Proxy will vote in accordance with their best
judgment on the particular matters.
1997 ANNUAL MEETING
The 1997 Annual Meeting of Shareholders is currently scheduled to be held
on May 6, 1997. The deadline for shareholders to submit proposals to be
considered for inclusion in the proxy statement for that meeting is December 5,
1996.
ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1995, was
mailed on March 21, 1996, to each shareholder of record on March 19, 1996.
THE MONARCH MACHINE TOOL COMPANY
ROBERT J. SIEWERT
President
April 2, 1996
12
<PAGE> 15
FORM 10-K ANNUAL REPORT
Copies of The Monarch Machine Tool Company's 1995 Annual Report on Form
10-K, filed with the Securities and Exchange Commission, are available without
charge (other than for exhibits) to shareholders upon written request sent to:
Attention: Corporate Secretary
The Monarch Machine Tool Company
P.O. Box 668
Sidney, Ohio 45365-0668
- --------------------------------------------------------------------------------
[MONARCH LOGO]
- --------------------------------------------------------------------------------
IMPORTANT
Each shareholder is requested to date, fill in, sign, and promptly return the
enclosed Proxy in the envelope provided.
A shareholder wishing to attend the meeting may withdraw his Proxy if he has
previously sent in his Proxy and vote in person.
================================================================================
NOTICE
OF
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
- --------------------------------------------------------------------------------
[MONARCH LOGO]
- --------------------------------------------------------------------------------
ANNUAL MEETING
OF
SHAREHOLDERS
MAY 7, 1996
================================================================================
<PAGE> 16
THE MONARCH MACHINE TOOL COMPANY
P R O X Y
ANNUAL MEETING OF SHAREHOLDERS, MAY 7, 1996
ROBERT B. RIETHMAN and EARL J. HULL, and each of them, are hereby
authorized to represent me at the Annual Meeting of Shareholders of the Company
to be held on May 7, 1996, and at any adjournment, and at the meeting to vote my
shares on the following:
1. Election of Directors.
/ / FOR all nominees of the Board of Directors, namely John A.
Bertrand, Waldemar M. Goulet, Kenneth H. Hopkins and John F. Torley
(except as marked to the contrary below), including authority to
cumulate votes selectively among such nominees.
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the line
provided below.)
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2. Upon any other business that may properly come before the meeting.
(Continued, and to be signed, on the reverse side.)
(Continued from the reverse side.)
THE MONARCH MACHINE TOOL COMPANY
P R O X Y
IT IS UNDERSTOOD THAT THIS PROXY WILL BE VOTED AS SPECIFIED ON THE
REVERSE SIDE, AND, WHERE NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THE
PROXY WILL BE VOTED FOR THE NOMINEES LISTED ON THE REVERSE SIDE.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
Dated_________________________, 1996
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Please sign your name as imprinted
hereon, and, in the case of multiple
or joint ownership, all should sign.
Proxy Card
