<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
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:
/ / 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 Rule 14a-11(c) or Rule 14a-12
THE OILGEAR 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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
[OILGEAR LETTERHEAD]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON APRIL 18, 1995
The Annual Meeting of Shareholders of THE OILGEAR COMPANY will be held at
the offices of the Company at 2300 South 51st Street, Milwaukee, Wisconsin
53219, on Tuesday, April 18, 1995, at 2:00 P.M. (Milwaukee Time), for the
following purposes:
(1) To elect four directors, one for the balance of a term expiring in 1997
and three for terms expiring in 1998; and
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 6, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof; only shareholders of record
at the close of business on that date will be entitled to vote. The list of
shareholders of record entitled to notice of and to vote at the meeting will be
available for inspection by any shareholder at Oilgear's principal office at
2300 South 51st Street, Milwaukee, Wisconsin, prior to the meeting and will also
be available at the meeting.
YOU WILL GREATLY ASSIST THE COMPANY IN CONDUCTING ITS ANNUAL MEETING IF YOU
WILL INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED POSTPAID ENVELOPE. THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE AND WILL NOT BE USED IF YOU ATTEND THE MEETING
AND VOTE IN PERSON.
A copy of the Annual Report to Shareholders for 1994 and a Proxy Statement
accompany this Notice.
By Order of the Board of Directors
Thomas J. Price, Corporate Secretary
Milwaukee, Wisconsin
March 20, 1995
------------------
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S FORM 10-K ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK AS OF MARCH 6, 1995 ON THE WRITTEN REQUEST OF SUCH PERSON
DIRECTED TO: THOMAS J. PRICE, CORPORATE SECRETARY, THE OILGEAR COMPANY, 2300
SOUTH 51ST STREET, P.O. BOX 343924, MILWAUKEE, WISCONSIN 53234-3924.
[OILGEAR LETTERHEAD]
<PAGE> 3
THE OILGEAR COMPANY
2300 SOUTH 51ST STREET
MILWAUKEE, WISCONSIN 53219
* * * * *
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
APRIL 18, 1995
* * * * *
SOLICITATION AND VOTING
The proxy enclosed with this Proxy Statement is solicited on behalf of the
Board of Directors of The Oilgear Company (the "Company" or "Oilgear"). All of
the expenses of soliciting proxies will be paid by the Company. Upon request,
the Company will reimburse brokers, dealers, voting trustees, banks,
associations or other entities that exercise fiduciary powers for reasonable
expenses incurred in forwarding copies of the proxy material and Annual Report
to the beneficial owners of shares which such persons hold of record.
Solicitation of proxies will be principally by mail, but may also be conducted
in person, or by telephone, telegraph or facsimile, by officers and regular
employees of the Company. This proxy material is being mailed to shareholders
commencing on or about March 20, 1995.
Only the holders of the Common Stock of the Company at the close of
business on March 6, 1995, the record date, will be entitled to vote at the
meeting. At such date there were outstanding 1,151,767 shares of Common Stock.
Each shareholder of record will be entitled to one vote for each share of stock
standing in such holder's name on the books of the Company on the record date
with regard to the election of directors and any other matter which may be
presented at the meeting. There shall be no cumulative voting.
If a shareholder is a participant in either the Oilgear Stock Retirement
Plan or the Oilgear Savings Plus Plan, the proxy card will also serve as a
voting instruction with respect to the shares of Company Common Stock allocated
to the Plan account of the shareholder-participant. If voting instructions are
not received for shares in the Plans five days prior to the meeting, those
shares will be voted in the same proportion on a proposal as the proportion of
instructed votes for each Plan. If a shareholder participates in both Plans or
maintains accounts under different names (e.g., with and without a middle
initial), the shareholder may receive more than one set of proxy materials. To
insure that all shares are voted, the shareholder must sign and return every
proxy card received.
A majority of the votes entitled to be cast on a matter, represented in
person or by proxy, constitutes a quorum for action on that matter. Directors
are elected by a plurality of the votes cast by the holders of shares entitled
to vote in the election at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by withheld authority,
broker non-vote or otherwise) have no effect in the election of directors.
Withheld votes and broker non-votes will, however, count toward establishing a
quorum. Any votes attempted to be cast "against" a candidate are not given legal
effect and are not counted as votes cast in an election of directors. The
Inspectors of Election appointed by the Board of Directors shall count the votes
and ballots.
Any shareholder entitled to vote may vote either in person or by duly
authorized proxy. A proxy may be revoked by the shareholder at any time prior to
the voting thereof, but a revocation will not be effective until oral or written
notice thereof has been received by the Secretary of the Company prior to such
voting. All shares represented by properly executed proxies received by the
Company will be voted at the meeting and all adjournments thereof in accordance
with the terms of such proxies, unless revoked. Where a shareholder specifies a
choice by means of a ballot provided in the proxy, the shares will be voted in
accordance with such specification.
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws provide for classification of the
Board of Directors into three separate classes, each class having three
directors and to be elected for a term expiring at the third annual meeting of
shareholders after its election. At each annual meeting of shareholders, the
number of directors equal to the number constituting the class whose term
expires at such meeting is elected to hold office until the third
<PAGE> 4
succeeding annual meeting and until their successors have been elected. In
addition, any director elected by the Board of Directors to fill a vacancy
occurring between annual meetings is nominated for election at the next annual
meeting to hold office for the balance of the term of the class of directors in
which the vacancy occurred. Thus, one class of directors (three of the nine
directors) is nominated for election at the 1995 annual meeting, along with one
director elected by the Board of Directors to fill a vacancy in the class whose
term expires in 1997 which resulted from the resignation during 1994 of one of
the Company's directors. The balance of the directors were elected by the
shareholders at the 1993 and 1994 annual meetings for terms expiring in 1996 and
1997 as shown in the following table.
The class of directors consisting of Carl L. Gosewehr, Edward Neuwirth and
Frank L. Schmit is nominated for election at the 1995 annual meeting to hold
office until 1998. Randolph W. Carson is nominated to hold office for the
balance of a term expiring in 1997 to fill the vacancy created by the
resignation of John Oster, Jr. Mr. Oster retired from the Board of Directors on
September 14, 1994, after many years of distinguished service, and his numerous
contributions and wise counsel are gratefully acknowledged.
Proxies received will be voted for the election of the four nominees named
for the terms specified. If any of the nominees should decline or be unable to
act as a director, which eventuality is not foreseen, proxies may be voted with
discretionary authority for such substitute nominee(s) as may be selected by the
Board.
<TABLE>
<CAPTION>
NOMINEES DIRECTOR PRINCIPAL OCCUPATION
(FOR TERM EXPIRING 1998) AGE SINCE AND BUSINESS EXPERIENCE
- - --------------------------------------- ---- -------- ---------------------------------------
<S> <C> <C> <C>
CARL L. GOSEWEHR (1)................... 68 1972 Chairman of the Board of Oilgear since
1992; President of Oilgear, 1974-1991;
also a director of M&I Marshall &
Ilsley Bank and Redmond Construction
Co.
EDWARD NEUWIRTH........................ 74 1987 Director and Consultant, E.R. Wagner
Manufacturing Company; Vice Chairman
and Chief Executive Officer, E.R.
Wagner Manufacturing Company,
1987-1989, and President, 1975-1987;
also a director of Benz Oil Company.
FRANK L. SCHMIT (1).................... 59 1976 Chairman, Chief Executive Officer and
director, Water Pollution Control Corp.
(producer of wastewater treatment
equipment), since 1994; President and
director, Water Pollution Control
Corp., 1978-1994; also a director of
Austgen Biojet Wastewater Systems, Inc.
(FOR TERM EXPIRING 1997)
RANDOLPH W. CARSON..................... 44 1994 Senior Vice President, Automation
Group, Allen-Bradley Company
(manufacturer of industrial automation
control and information systems), since
1994; previously Vice President of
Operations, Interface Business,
Allen-Bradley Company; also a director
of Dynapro Systems, Inc. and Rockwell
Software, Inc.
TERM EXPIRES 1996
GERHARD W. BAHNER...................... 56 1992 Vice President - Engineering of Oilgear
since 1991; Director of Engineering of
Oilgear, 1987-1991; Managing Director
of Oilgear's subsidiary, Oilgear Towler
Ltd., 1989-1991.
ROGER G. DeLONG (1).................... 77 1975 Retired Vice Chairman and director
emeritus of Twin Disc, Incorporated
(manufacturing).
</TABLE>
-2-
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
TERM EXPIRES 1996 (CONTINUED) AGE SINCE AND BUSINESS EXPERIENCE
- - --------------------------------------- ---- -------- ---------------------------------------
<S> <C> <C> <C>
ROD LeMENSE............................ 58 1991 Retired President, A.O. Smith Water
Products Company, a division of A.O.
Smith Corporation; President, A.O.
Smith Water Products Company,
1990-1993; Executive Vice President of
A.O. Smith Corporation (manufacturing),
1986-1993.
TERM EXPIRES 1997
OTTO F. KLIEVE (1)..................... 65 1973 President and Chief Executive Officer
of Oilgear since 1992; Executive Vice
President and Chief Operating Officer
of Oilgear, 1990-1991; Senior Vice
President - Marketing of Oilgear,
1979-1989.
DAVID A. ZUEGE......................... 53 1982 Executive Vice President and Chief
Operating Officer of Oilgear since
1993; Senior Vice President and
Secretary of Oilgear during 1993; Vice
President - Finance and Secretary of
Oilgear, 1979 to 1993.
</TABLE>
- - -------------------------
(1) Member of Executive Committee, which held 3 meetings in 1994.
The Board of Directors held 5 meetings during 1994. All of the directors
attended 100% of the meetings of the Board and committees of which they are
members.
There is no standing nominating committee of the Board. The entire Board of
Directors functions as an audit committee and is charged with the
responsibilities of: reviewing with the Company's independent public accountants
the plan and scope of their audit and the findings and conclusions of their
auditing engagement; reviewing the Company's procedures for internal auditing,
the adequacy of its system of internal controls and the accounting principles
and policies of the Company; reviewing and evaluating the independence of the
independent accountants and approving services rendered by such accountants; and
considering the engagement, continuation or discharge of the independent public
accountants.
The Compensation Committee of the Board consists of Messrs. DeLong,
Gosewehr and Schmit. The Compensation Committee held one meeting in 1994. The
Compensation Committee's primary functions are to review and make
recommendations to the Board of Directors regarding the compensation and benefit
programs of the Company and the corporate policies that pertain to those
programs, and to administer the 1992 Stock Option Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of March 6, 1995 with respect
to any person known to the Company to be the "beneficial owner" (determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934) of more
than 5% of the Company Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OWNERSHIP OF CLASS
--------------------------------------- -------------------- --------
<S> <C> <C>
Oilgear Stock Retirement Plan(1)....... 273,095(1) 23.7%
Oilgear Savings Plus Plan(1)........... 216,103(1) 18.8%
Oilgear Salaried Retirement Plan(1).... 77,078(1) 6.7%
Quest Advisory Corp.(2)................ 58,000 5.0%
1414 Avenue of the Americas
New York, New York 10019
</TABLE>
- - -------------------------
(1) Held of record by the Trustee, M&I Marshall & Ilsley Bank, for the Oilgear
Stock Retirement Plan, the Oilgear Savings Plus Plan and the Oilgear
Salaried Retirement Plan. The Company and the Trustee disclaim beneficial
ownership of shares of Company Common Stock held by the Oilgear Stock
Retirement Plan and the Oilgear Savings Plus Plan since the power to direct
the voting and disposition of shares allocated to participants' accounts is
passed through to the participants and neither the plan administrators
-3-
<PAGE> 6
nor the Trustee may dispose of the allocated shares in those Plans except to
or upon the instructions of participants pursuant to the terms of such
Plans. Voting and investment power with respect to shares held by the
Oilgear Salaried Retirement Plan is as described in note 2 to the following
table. The address of the Plans is the Company's address.
(2) According to its Schedule 13G statement, as amended February 10, 1995, Quest
Advisory Corp., acting as a member of a group, is a registered investment
adviser which has sole voting power and sole dispositive power over its
shares of Company Common Stock. Charles M. Royce may be deemed to be a
controlling person of Quest Advisory Corp. and as such may be deemed to
beneficially own the shares of Company Common Stock held by Quest Advisory
Corp. Mr. Royce disclaims beneficial ownership of such shares.
In addition to the above holdings, Common Stock of the Company is held in
the Oilgear Company Non-Contributory Pension Plan (11,762 shares) and the
Oilgear Ferris Foundation, Inc. (21,900 shares). Voting and investment power
with respect to these shares is held by the individuals identified in note 2 to
the table below.
The following table sets forth information regarding the beneficial
ownership of Common Stock of the Company, as of March 6, 1995, by each director
and nominee for director, by each executive officer named below in the Summary
Compensation Table and by all directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1)(3) OF CLASS
--------------------------------- -------------------------- --------
<S> <C> <C>
Gerhard W. Bahner................ 9,348(2)(4) 0.8%
Hubert Bursch.................... 4,950(4) 0.4%
Randolph W. Carson............... 10 *
Roger G. DeLong.................. 1,200 0.1%
Carl L. Gosewehr................. 21,534(2) 1.9%
Otto F. Klieve................... 26,055(2)(4) 2.3%
Rod LeMense...................... 200 *
Edward Neuwirth.................. 800 0.1%
Doward L. Runyan................. 8,065(4) 0.7%
Frank L. Schmit.................. 700 0.1%
David A. Zuege................... 20,755(2)(4) 1.8%
All directors and executive
officers as a group (13
persons)....................... 241,278(2)(4) 20.6%
</TABLE>
- - -------------------------
* Less than 0.1%
(1) The specified persons have sole voting power and sole investment power as to
all of the shares indicated, except for the shares referred to in note 2 and
except for 6,840 shares as to which voting power and investment power are
shared with other persons, including 4,590 shares as to which Mr. Klieve has
shared voting power and investment power.
(2) Messrs. Gosewehr, Klieve and Zuege, and Marq Stankowski, an executive
officer of the Company, share voting power and investment power with respect
to 21,900 shares of Oilgear Common Stock held by the Oilgear Ferris
Foundation, Inc., a private charitable foundation funded by Oilgear. As
officers of the Company, Messrs. Klieve, Zuege and Bahner share voting power
and investment power with respect to 77,078 shares held in the Oilgear
Salaried Retirement Plan and 11,762 shares held in the Oilgear Company
Non-Contributory Pension Plan. All of such shares are included in the total
for all directors and executive officers as a group but not in the
individual beneficial ownership amounts shown in the table. As officers of
the Company, Messrs. Klieve and Zuege also share dispositive power, in the
event of a tender or exchange offer for the Company's Common Stock, with
respect to any shares of Common Stock held in the Oilgear Stock Retirement
Plan and the Oilgear Savings Plus Plan which are not allocated to the
accounts of participants. There were less than 100 such unallocated shares
as of March 6, 1995; such shares are not included in the table.
(3) Includes shares allocated to the accounts of officers under the Oilgear
Savings Plus Plan and the Oilgear Stock Retirement Plan, as to which such
officers have voting power.
(4) Includes shares underlying currently exercisable options granted to
executive officers under the 1992 Stock Option Plan in the following
amounts: Mr. Bahner 2,250, Mr. Klieve 3,375, Mr. Runyan 2,250, Mr. Zuege
2,250, Mr. Bursch 2,250, and all executive officers 16,875.
-4-
<PAGE> 7
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as required for purposes of
this Proxy Statement. It includes shares as to which beneficial ownership may be
disclaimed and is not necessarily to be construed as an admission of beneficial
ownership for other purposes.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company is required to identify any director, officer or more than 10%
beneficial owner who failed to timely file with the Securities and Exchange
Commission a required report relating to ownership and changes in ownership of
Oilgear Common Stock during 1994. Based solely upon a review of Forms 3 and 4
and amendments thereto furnished to the Company during the last fiscal year and
Forms 5 and amendments thereto furnished to the Company with respect to the last
fiscal year, the Company is not aware of any such failure.
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth certain information for each of the last
three fiscal years concerning all compensation for services in all capacities to
the Company and its subsidiaries of (1) the Company's Chief Executive Officer,
and (2) the Company's other four most highly compensated executive officers who
were serving as such at the end of fiscal 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AWARDS
---------------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
POSITION YEAR ($) ($)(1) ($) (#)(2) ($)(3)
- - -------------------------------------------------------------------------------------------------------------------------
OTTO F. KLIEVE 1994 $193,000 $58,691 $0 0 $2,626
President and Chief 1993 193,000 0 0 0 2,651
Executive Officer 1992 193,000 28,980 0 4,500 2,555
----------------------------------------------------------------------------------------
DAVID A. ZUEGE 1994 $142,000 $43,246 $0 0 $8,793
Executive Vice 1993 124,300 0 0 0 9,913
President and Chief 1992 118,600 14,893 0 3,000 5,112
Operating Officer
----------------------------------------------------------------------------------------
HUBERT BURSCH 1994 $135,960/ $24,712 $0 0 $2,862
Vice President -- DM220,000
European 1993 $133,430/ 0 0 0 3,656
Operations(4) DM220,000
1992 $141,988/ 10,465 0 3,000 1,380
DM220,000
----------------------------------------------------------------------------------------
DOWARD L. RUNYAN 1994 $ 98,700 $21,623 $0 0 $7,220
Vice President -- 1993 98,700 0 0 0 8,500
Manufacturing 1992 98,700 11,270 0 3,000 4,212
----------------------------------------------------------------------------------------
GERHARD W. BAHNER 1994 $ 98,000 $20,079 $0 0 $8,179
Vice President -- 1993 98,000 0 0 0 3,663
Engineering 1992 91,200 10,465 0 3,000 4,643
- - -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of bonuses pursuant to the Oilgear Profit Sharing Program which
were earned and accrued during the years indicated and paid at the beginning
of the following calendar years.
(2) Consists entirely of stock options.
(3) Includes employer contributions to the Oilgear Savings Plus Plan allocated
to the accounts of the named executive officers for 1994 in the following
amounts: Mr. Klieve $2,626, Mr. Zuege $2,486, Mr. Bursch $0, Mr. Runyan
$1,728 and Mr. Bahner $1,716. Also includes principal and interest amounts
owed to the Company by the named executive officers which were forgiven
pursuant to the Oilgear Key Employee Stock Purchase Plan during 1994, along
with the value of the below-market portion of such interest for the same
period, in the following amounts: Mr. Klieve $0, Mr. Zuege $6,307, Mr.
Bursch $2,862, Mr. Runyan $5,492 and Mr. Bahner $6,463.
(4) Mr. Bursch's salary is established in Deutsche Marks. The dollar amount
variations between his 1994, 1993 and 1992 base salaries, which remained
constant at DM220,000, are attributable to a fluctuating exchange rate.
-5-
<PAGE> 8
STOCK OPTIONS
The following table sets forth certain information with respect to the
executive officers named in the Summary Compensation Table concerning the number
and value of options outstanding at the end of 1994. None of the executive
officers named in the Summary Compensation Table received or exercised options
or SARs during the last fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT FISCAL
YEAR-END (#) OPTIONS/SARS AT FISCAL YEAR-END ($)(2)
<S> <C> <C> <C> <C>
------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - -----------------------------------------------------------------------------------------------------------------------
OTTO F. KLIEVE 3,375 1,125 $9,281 $3,094
------------------------------------------------------------------------
DAVID A. ZUEGE 2,250 750 $6,188 $2,063
------------------------------------------------------------------------
HUBERT BURSCH 2,250 750 $6,188 $2,063
------------------------------------------------------------------------
DOWARD L. RUNYAN 2,250 750 $6,188 $2,063
------------------------------------------------------------------------
GERHARD W. BAHNER 2,250 750 $6,188 $2,063
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists entirely of stock options.
(2) Based upon a price of $13.75, which was the average of the bid and asked
prices of Oilgear Common Stock on the National Association of Securities
Dealers Automated Quotations/National Market System on December 30, 1994.
RETIREMENT PLANS
The table below sets forth the estimated annual benefits payable for a
participant's lifetime (with 10 years certain) upon retirement at age 65 during
1995 for specified compensation and years of service classifications.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
YEARS OF SERVICE(1)
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REMUNERATION(2) 15 20 25 30 35
---------------------------------------------------------------------------------
$100,000 $20,216 $ 26,954 $ 33,693 $ 40,432 $ 47,170
---------------------------------------------------------------------------------
150,000 31,466 41,954 52,443 62,932 73,420
---------------------------------------------------------------------------------
200,000 42,716 56,954 71,193 85,432 99,670
---------------------------------------------------------------------------------
250,000 53,966 71,954 89,943 107,932 125,920
---------------------------------------------------------------------------------
300,000 65,216 86,954 108,693 130,432 152,170
---------------------------------------------------------------------------------
350,000 76,466 101,954 127,443 152,932 178,420
---------------------------------------------------------------------------------
</TABLE>
- - -------------------------
(1) The benefit shown for the respective years of service is based on the
formula described below as amended to comply with provisions of the Tax
Reform Act of 1986. However, the amount shown does not consider the impact
of the Oilgear Stock Retirement Plan offset nor does it consider the
current maximum benefit limitation of $120,000 on a single life annuity
basis or the grandfathered benefit determination on prior plan provisions.
The benefit shown assumes retirement in 1995 at age 65 with Covered
Compensation (as defined below) of $24,312.
(2) Represents final average annual compensation, which is 12 times the average
of the highest consecutive 60 months compensation within the last 120
months of employment where compensation includes the total wages paid less
expense allowances, cash or noncash fringe benefits, moving expenses,
deferred compensation and welfare benefits, plus any salary reduction
amounts withheld for IRC Section 125 or 401(k) plans. Such compensation
shall be limited to $150,000 for 1995. The final average annual
compensation on which the Oilgear Salaried Retirement Plan bases benefits
may be substantially less than the current annual compensation reflected in
the Summary Compensation Table. The final average annual compensation for
Mr. Klieve is currently approximately $202,000; for Mr. Zuege, it is
$145,000; for Mr. Runyan, it is $115,000; and for Mr. Bahner, it is
$100,000.
-6-
<PAGE> 9
The Oilgear Salaried Retirement Plan (the "Salaried Plan") provides a
monthly benefit upon retirement at the later of age 65 or the fifth anniversary
of participation equal to the greater of (i) $6.00 times years of benefit
service or (ii) the sum of .009125 times final average monthly compensation
times years of benefit service (not to exceed 35), plus .005875 times the excess
of final average monthly compensation over "Covered Compensation" (the
applicable average monthly Social Security wage base), times years of benefit
service (not to exceed 35). Final average compensation for this purpose is the
average of the highest monthly earnings of an employee during any 60 consecutive
months within the last 120 months of service. The applicable average monthly
Social Security wage base is determined over a 35-year period ending with the
employee's Social Security retirement age (ages 65 through 67, depending upon
date of birth). Benefits under the Salaried Plan are also subject to reduction
for certain benefits under the Oilgear Stock Retirement Plan, as noted below.
Mr. Klieve has accrued more than 35 years of benefit service; Mr. Zuege, 27
years; Mr. Runyan, 9 years; and Mr. Bahner, 31 years.
Participants with at least 10 years of vesting service may elect early
retirement at any time after age 55, in which event the normal retirement
benefits shown in the table would be reduced by a percentage based on the number
of months by which the early retirement date precedes the normal retirement date
(at age 65). Optional forms of benefit payments and a death benefit for death
prior to termination of employment are provided for.
The Company maintains a Retirement Benefits Equalization Plan (the
"Equalization Plan") for highly compensated or management employees who are
designated as eligible by the Compensation Committee, to restore to such
individuals and their beneficiaries retirement income which would otherwise be
lost because of certain tax law limitations on a tax-qualified defined benefit
retirement plan. The Equalization Plan provides a monthly benefit equal to the
difference between the amount which is received pursuant to the Salaried Plan
and the amount which would be received if the Internal Revenue Code limitation
provisions described in notes 1 and 2 above were not applied. Payment of
Equalization Plan benefits commences upon initial receipt of Salaried Plan
benefits and continues until Salaried Plan benefits cease. Equalization Plan
benefits are paid out of Company general funds; the status of eligible employees
with respect to those funds is that of general unsecured creditors.
The trusteed defined contribution Oilgear Stock Retirement Plan (the "Stock
Plan") covers substantially all salaried employees. The Stock Plan provides for
Company contributions based on a percentage of defined earnings of eligible
employees, subject to maximum limitations, which may be made in the form of
Company Common Stock. The Stock Plan will provide a portion of the pension
benefits for salaried employees measured by the appreciation in value of the
Company Common Stock in the employees' accounts. Benefits payable under the
Salaried Plan may be reduced by benefits under the Stock Plan.
Mr. Bursch does not participate in the retirement plans described above.
Rather, Mr. Bursch participates in a broad-based retirement program applicable
to the Company's German employees. That program is funded by a life insurance
policy owned by the Company and provides a retirement annuity, assuming
retirement at age 65, which for Mr. Bursch was most recently calculated to be
DM39,000 per year.
DIRECTORS' COMPENSATION
Non-employee directors receive a retainer of $550 per month, a fee of $850
for each Board meeting and a fee of $500 for each committee meeting attended,
unless the committee meeting takes place on the same day as a Board meeting, in
which case no committee meeting fee is paid. Inside directors do not receive
separate compensation for service on the Board or Board committees.
Under the Oilgear Company Deferred Directors' Fee Plan (the "Fee Plan") any
inside director may elect to defer an amount of compensation approximately equal
to the retainer paid to outside directors. The Fee Plan provides that the
Company shall maintain a separate account for the compensation deferred by each
inside director, which account shall be an unsecured liability of the Company. A
director who chooses to defer payment of his compensation may elect to: (1) have
the amount of such compensation credited with interest at a rate based upon the
prevailing Treasury Bill rate, or (2) have the Company place the deferred
compensation in an investment account in the name of the Company, with the
director having investment authority, or (3) enter into an agreement with the
Company whereby the Company agrees to pay a sum certain for a future period not
to exceed 15 years and fund the obligation by an insurance policy purchased (and
owned) by the Company, at a cost not to exceed the amount of the deferred
compensation plus interest thereon. In the event of a director's death or
termination as a director, the balance in his account shall be payable in a lump
sum or in level payments over a period not to exceed 15 years, as determined by
the Board of Directors after consultation with the director or his
beneficiaries. No inside directors made deferrals pursuant to the Fee Plan
during 1994.
To promote director ownership of Company Common Stock, the Company
maintains The Oilgear Company Amended and Restated Directors' Stock Plan (the
"Directors' Plan"). Each director who is otherwise eligible to receive
directors' fees is eligible to participate in the Directors' Plan. Pursuant to
the Directors' Plan, any increase
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in directors' fees after January 1, 1993 shall be paid in Company Common Stock
and up to 30% of the remaining fees payable to each eligible director during any
fiscal year may be paid in stock, as determined by the director. Stock issued in
lieu of fees pursuant to the Directors' Plan is issued at the market price of
such stock on the date of purchase. A total of 10,000 shares of Company Common
Stock were authorized for issuance under the Directors' Plan. The provisions of
the Directors' Plan prohibit a director who has received a grant thereunder from
selling, assigning, transferring, pledging or otherwise encumbering the shares
received until six months after termination of service as a director. Unless the
Directors' Plan is terminated earlier, it shall expire at such time as all
available shares under the Directors' Plan have been issued.
Effective January 1, 1992, the Company entered into a five-year consulting
agreement with Carl L. Gosewehr who retired as President at the end of 1991 but
remains as a director of the Company. The consulting fee for the first year was
$85,000 and the compensation rate for each successive year is to be negotiated,
with a minimum of $25,000 per year. For 1994, Mr. Gosewehr received $65,000. For
so long as Mr. Gosewehr is receiving a consulting fee pursuant to his consulting
agreement, he is not entitled to any directors' fees for his service on the
Board of Directors.
FINANCIAL PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on
Oilgear Common Stock over the last five fiscal years as compared to the returns
of the NASDAQ Stock Market Index (as presented by Media General Financial
Services) and the "Machinery-Heavy" industry index published by Media General
Financial Services, assuming that $100 was invested in each at the close of
business on December 31, 1989 and assuming reinvestment of dividends in each
case.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD INDUSTRY
(FISCAL YEAR COVERED) OILGEAR CO. INDEX BROAD MARKET
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 106.82 75.64 81.12
1991 64.92 88.11 104.14
1992 56.22 90.47 105.16
1993 58.58 123.85 126.14
1994 76.55 128.41 132.44
</TABLE>
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PRINCIPLES
The Company's executive compensation program, consisting of base salary,
short-term incentives and long-term incentives, is designed to tie executive
compensation to management's execution of the Company's business strategies and
initiatives, with particular emphasis on the creation of shareholder equity. The
Compensation Committee is comprised of three independent directors, each of whom
also serves on the Company's Executive Committee and is therefore in the best
possible position to monitor management performance.
The principles which guide the decisions of the Compensation Committee
include the following:
- The various elements of the compensation program should be integrated
into a package that will attract and retain competent managers who are
critical to the long-term success of the Company.
- Short-term incentives should be closely tied to the Company's operating
performance.
- Shareholder interests should be linked with executive compensation
through long-term stock-based incentive programs that will reward
executives for the enhancement of shareholder value.
BASE SALARY
Base salaries for the Company's executive officers are reviewed on an
annual basis by the Compensation Committee, taking into account survey data
relating to manufacturing firms of comparable size by sales, and such salaries
are adjusted as warranted in light of individual and Company performance
measured by earnings and other financial performance criteria. Executive officer
salaries are set at a level so that the competitiveness of an individual's
overall compensation package depends significantly upon the compensation earned
through the Company's short- and long-term incentive plans. In light of the
Company's economic performance in fiscal 1993, none of the Company's executive
officers, including the CEO and the other executive officers named in the
Summary Compensation Table, received a salary increase for 1994 except in the
case of promotion. Rather, the Compensation Committee chose to emphasize the
performance-based component of its executive compensation program, as described
under "Short-Term Incentives" below.
SHORT-TERM INCENTIVES
During 1994, executive officers, including the CEO, were eligible for
annual profit sharing bonuses under the Oilgear Profit Sharing Program (the
"Bonus Program"). As amended for 1994, Bonus Program participants were entitled
to receive cash incentive payments which, in total, could not exceed 40% of
total participant compensation, provided that no incentive payments would have
been made if the Company's net income did not exceed 4% of shareholders' equity
at the beginning of the year. The number of bonus units assigned to each
eligible executive officer, including the CEO, was established by the
Compensation Committee at the beginning of the year, based upon an evaluation of
various factors including each individual's responsibility, ability, experience
and past performance. Each bonus unit was equal to a percentage of corporate net
income, as follows: .15% if the return on beginning shareholders' equity was
4-8%, .175% if the return on beginning shareholders' equity was 8-16%, and .2%
if such return was more than 16%. Fiscal 1994 return on equity equalled 10.2%,
resulting in a bonus point percentage of .175% and payment of the bonuses
indicated in the Bonus column of the Summary Compensation Table for each
executive officer named therein, including the CEO.
Beginning with fiscal 1995, Company executive officers, including the CEO,
will be able to earn annual profit sharing bonuses under a modified plan adopted
by the Compensation Committee, the Oilgear Variable Compensation Program (the
"Variable Program"). The Variable Program is substantially the same as the Bonus
Program except that it provides performance-based incentives to a broader group
of employees. In lieu of salary increases for 1995, the Compensation Committee
increased the number of bonus units awarded to the Variable Program
participants, including the CEO and other executive officers. At the discretion
of Company management, the Company may make quarterly payments of up to 75% of
the bonus accrued during the year of accrual based on the Company's performance
as reflected in its unaudited financial statements. Final payment of the full
bonus amounts must be made within 75 days after the end of the Company's fiscal
year, or as soon thereafter as the Company's audit is complete.
LONG-TERM INCENTIVES
The Company strives to align employee and shareholder interests through the
maintenance of four stock-based compensation plans: the Key Employee Stock
Purchase Plan, the Savings Plus Plan, the Stock Retirement Plan and the 1992
Stock Option Plan. All executive officers, including the CEO, are eligible to
participate in these plans.
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<PAGE> 12
The Company's Key Employee Stock Purchase Plan provides an opportunity for
selected officers and other key employees to purchase shares of Company Common
Stock at the market bid price and to pay for such shares by delivering two
promissory notes to the Company bearing annual interest at a rate of 5%. One
note for one-half of the aggregate purchase price is payable in three equal
annual installments due on the 2nd, 3rd and 4th February 28th after the date of
purchase. The other note for the remaining one-half of the purchase price is
payable in three equal annual installments which will be forgiven if none of the
purchased stock has been resold and the purchaser is still in the employ of the
Company on the due dates, which are the 4th, 5th and 6th February 28th after the
date of purchase. Two executive officers of the Company acquired additional
shares pursuant to the program during fiscal 1994. The CEO did not.
The Savings Plus Plan is a pre-tax 401(k) savings plan. It provides
eligible Company employees, including executive officers, the ability to
contribute a portion of their earnings and to invest those earnings, along with
Company matching contributions, in various investment funds, including a Company
Common Stock fund. All of the Company's executive officers, including the CEO,
participate in the Savings Plus Plan.
Under the Stock Retirement Plan, all salaried employees, including the CEO
and the other executive officers, receive a defined contribution in Company
Common Stock which is integrated with the Company's defined benefit retirement
plan and may provide an increased retirement benefit based upon the stock's
performance.
The Company's 1992 Stock Option Plan is designed to reward key employees
for outstanding performance by providing an opportunity, and as a result an
incentive, for such employees to benefit from a future increase in the value of
the Company's Common Stock. Stock options granted pursuant to the plan must have
an exercise price at least equal to the market value of the Company's stock on
the date of grant, resulting in a direct link between the amount potentially
realizable by the employee and the amount realized by all shareholders alike. No
stock option grants were made during fiscal 1994.
COMPLIANCE WITH NEW TAX REGULATIONS REGARDING EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code, added by the Omnibus Budget
Reconciliation Act of 1993, generally disallows a tax deduction to public
companies for compensation over $1 million paid to the executive officers named
in the Summary Compensation Table in the corporation's proxy statement.
Qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. The Compensation Committee does not
believe that Oilgear's executive compensation program, as presently constructed,
will generate non-deductible compensation in excess of the limit. However, the
Compensation Committee will continue to review these evolving tax regulations as
they apply to the Company's executive compensation program, with the intent of
preserving the deductibility of executive compensation to the extent reasonably
practicable consistent with its other compensation objectives.
Roger G. DeLong
Carl L. Gosewehr
Frank L. Schmit
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated above, Oilgear's Compensation Committee consists of Messrs.
DeLong, Gosewehr and Schmit. Mr. Gosewehr was President of Oilgear from 1974 to
1991.
AUDITORS
Representatives of KPMG Peat Marwick LLP, the Company's independent public
accountants for 1994 and 1995, are expected to be present at the annual meeting
to respond to appropriate questions and make a statement if they desire to do
so.
OTHER MATTERS
The Board of Directors has not been informed and is not aware that any
other matters will be brought before the meeting. However, proxies may be voted
with discretionary authority with respect to any other matters that may properly
be presented at the meeting.
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SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
November 21, 1995 in order to be considered for inclusion in next year's annual
meeting proxy material.
THE OILGEAR COMPANY
By
Thomas J. Price, Corporate Secretary
Milwaukee, Wisconsin
March 20, 1995
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<PAGE> 14
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1995 ANNUAL MEETING OF SHAREHOLDERS OF THE OILGEAR COMPANY
PROXY/VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Carl L. Gosewehr, Otto F. Klieve and
David A. Zuege, and each of them, proxies, each with full power of
substitution, to represent and to vote all shares of stock the
undersigned is entitled to vote at the Annual Meeting of Shareholders
of The Oilgear Company to be held at the offices of the Company at
2300 South 51st Street, Milwaukee, Wisconsin 53219, on Tuesday, April
18, 1995, at 2:00 P.M. (Milwaukee Time), and at any adjournment
thereof, hereby revoking any and all proxies heretofore given:
(1) Election of Directors:
Carl L. Gosewehr, Edward Neuwirth, Frank L. Schmit, Randolph W. Carson
<TABLE>
<S> <C>
FOR all nominees WITHHOLD authority to vote for all nominees
(except as marked to the contrary below) / / (except as marked to the contrary below) / /
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name on the line provided below:)
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(2) In their discretion on such other matters as may properly
come before the meeting or any adjournment thereof; all as set out in
the Notice and Proxy Statement relating to the meeting, receipt of
which are hereby acknowledged.
(Continued and to be signed on reverse side.)
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This proxy also provides voting instructions for shares held in the
various employee savings/retirement plans of the Company as described
in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN
ALL CARDS YOU RECEIVE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR EACH NOMINEE LISTED IN ITEM 1.
Dated: , 1995
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Signature of shareholder
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Signature of shareholder
(Please sign exactly as name appears above. If stock is owned by more
than one person, all owners should sign. Persons signing as executors,
administrators, trustees or in similar capacities should so indicate.
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.)
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