<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 [ ]
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 LOGO]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON APRIL 20, 1999
The Annual Meeting of Shareholders of THE OILGEAR COMPANY (the "Company")
will be held at the offices of the Company at 2300 South 51st Street, Milwaukee,
Wisconsin 53219, on Tuesday, April 20, 1999, at 2:00 P.M. (Milwaukee Time), for
the following purposes:
(1) To elect three directors, for terms expiring in the year 2002;
(2) To elect one director, for a term expiring in the year 2000; and
(3) 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 1, 1999 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 the Company'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 1998 and a Proxy Statement
accompany this Notice.
By Order of the Board of Directors
Thomas J. Price, Corporate Secretary
Milwaukee, Wisconsin
March 26, 1999
<TABLE>
<S> <C> <C>
THE OILGEAR COMPANY Telephone: 414/327-1700
2300 South 51st Street Fax: 414/327-0352
Post Office Box 343924
Milwaukee, WI 53234-3924
</TABLE>
<PAGE> 3
THE OILGEAR COMPANY
2300 SOUTH 51ST STREET
MILWAUKEE, WISCONSIN 53219
* * * * *
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
APRIL 20, 1999
* * * * *
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 by regular
employees of the Company. This proxy material is being mailed to shareholders
commencing on or about March 26, 1999.
Only the holders of the Common Stock of the Company at the close of
business on March 1, 1999, the record date, will be entitled to vote at the
meeting. At such date there were outstanding 1,966,284 shares of Common Stock,
$1.00 par value ("Common Stock"). On January 20, 1998, the Company effected a
3-for-2 stock split in the form of a stock dividend to shareholders of record on
December 22, 1997. All share amounts included in this Proxy Statement as of a
date prior to January 20, 1998 have been restated to reflect the effect of such
stock split.
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 (collectively, the "Plans"), the proxy
card will also serve as a voting instruction with respect to the shares of
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 ensure 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 any adjournment 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.
<PAGE> 4
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 to be elected for a term expiring at the third annual meeting of
shareholders after its election. At each annual meeting of shareholders, a
number of directors equal to the number constituting the class whose term
expires at such meeting is elected to hold office until the third succeeding
annual meeting or until their successors have been elected. In addition, any
vacancy occurring between annual meetings is to be filled at the next annual
meeting by election of a director 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 1999
Annual Meeting, along with one director to fill a vacancy in the class whose
term expires in 2000 which resulted from the resignation during 1999 of one of
the Company's directors. The balance of the directors were elected by the
shareholders at the 1997 and 1998 annual meetings for terms expiring in 2000 and
2001, respectively, as shown in the table below.
Roger G. DeLong will be retiring from the Board of Directors at the end of
his current term, which expires at the 1999 Annual Meeting. Mr. DeLong served as
a director of Oilgear for 24 years. Mr. DeLong has been named Director Emeritus
of the Company. Randolph W. Carson, a director of the Company since 1994,
resigned his directorship on March 10, 1999. We gratefully acknowledge both
Messrs. DeLong and Carson for their distinguished service, wise counsel and
numerous contributions to Oilgear. Michael H. Joyce, President and Chief
Operating Officer of Twin Disc, Incorporated, and Roger H. Schroeder, a
financial consultant and retired Tax Partner in the Milwaukee office of KPMG
LLP, have been nominated to fill the vacancies created by the retirement of Mr.
DeLong and the resignation of Mr. Carson, respectively. In order to ensure that
the three classes of directors remain equal, Mr. Joyce will stand for election
with Messrs. Bahner and Misiak at the 1999 Annual Meeting for terms expiring in
2002 and Mr. Schroeder will stand for election at the 1999 Annual Meeting for a
one-year term expiring in 2000.
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 IN 2002) AGE SINCE AND BUSINESS EXPERIENCE
--------------------------- --- -------- -----------------------
<S> <C> <C> <C>
GERHARD W. BAHNER..................... 60 1992 Vice President -- Engineering of
Oilgear since 1991.
MICHAEL H. JOYCE...................... 58 Nominee President and Chief Operating Officer,
Twin Disc, Incorporated
(manufacturing), since 1991; director
of Twin Disc, Incorporated.
THOMAS L. MISIAK(1)................... 52 1996 President, The Falk Corporation
(manufacturing), since 1992.
(FOR TERM EXPIRING IN 2000)
- --------------------------------------
ROGER H. SCHROEDER.................... 56 Nominee Self-employed financial consultant
since January 1999; retired Tax
Partner in the Milwaukee office of
KPMG LLP (accounting firm), 1966-1998.
CONTINUING DIRECTORS WITH
TERM EXPIRING IN 2000
- --------------------------------------
HUBERT BURSCH......................... 59 1997 Vice President -- European Operations
of Oilgear since 1994; Chairman of the
Board of Management -- Europe for the
Company, 1991-1993.
DAVID A. ZUEGE(2)..................... 57 1982 President and Chief Executive Officer
of Oilgear since 1996; Executive Vice
President and Chief Operating Officer
of Oilgear, 1993-1995; Senior Vice
President and Secretary of Oilgear
during 1993.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
AGE SINCE AND BUSINESS EXPERIENCE
--- -------- -----------------------
<S> <C> <C> <C>
CONTINUING DIRECTORS WITH
TERM EXPIRING IN 2001
- --------------------------------------
DALE C. BOYKE......................... 48 1998 Vice President -- Marketing and Sales
of Oilgear since 1997; General Sales
Manager for Oilgear's United States
and Canadian regions, 1989-1996.
MICHAEL C. SIPEK...................... 46 1998 President, Stearns Division of Rexnord
Corporation (manufacturing), since
1995; Vice President and General
Manager of PEC Inc. (manufacturing),
1991-1995.
FRANK L. SCHMIT(1)(2)................. 63 1976 Retired Chairman and Chief Executive
Officer, Water Pollution Control Corp.
(producer of wastewater treatment
equipment), 1994-January 1999;
President and director, Water
Pollution Control Corp., 1978-1994.
</TABLE>
- -------------------------
(1) Member of the Compensation Committee during 1998, which committee held four
meetings in that fiscal year. Messrs. DeLong and Carson were also members of
the Compensation Committee during fiscal year 1998. The primary functions of
the Compensation Committee 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.
(2) Member of Executive Committee during 1998, which committee held two meetings
in that fiscal year. Mr. DeLong was also a member of the Executive Committee
during fiscal year 1998.
The Board of Directors held six meetings during 1998. During the period in
the last fiscal year in which they served, all members of the Board of Directors
attended at least 75% of the aggregate of the total number of meetings of the
Board and the total number of meetings held by all committees of the Board on
which they served.
The Nominating Committee is comprised of the entire Board of Directors. The
Nominating Committee's sole function is to propose nominees for the position of
director. In carrying out its responsibilities, the Nominating Committee will
consider candidates suggested by other directors, employees and shareholders.
Suggestions for candidates, accompanied by biographical material, may be sent to
the Secretary of Oilgear at its corporate offices.
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 accountants.
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information, as of March 1, 1999, 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 Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
AND NATURE OF OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- -------
<S> <C> <C>
Oilgear Stock Retirement Plan........................ 437,233(1) 22.24%
Oilgear Savings Plus Plan............................ 334,691(1) 17.02%
Oilgear Salaried Retirement Plan..................... 115,617(1) 5.88%
</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 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 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 3 to the table below. The address of
each of the plans is the Company's address.
In addition to the above holdings, Common Stock is also held in the Oilgear
Ferris Foundation, Inc. (32,850 shares). Voting and investment power with
respect to these shares is held by the individuals identified in note 3 to the
table below.
The following table sets forth information regarding the beneficial
ownership of Common Stock as of March 1, 1999, 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)(2) OF CLASS
---- -------------------------- --------
<S> <C> <C>
Gerhard W. Bahner.............................. 16,633(3)(4) *
Dale C. Boyke.................................. 29,255(4) 1.49%
Hubert Bursch.................................. 9,831(4) *
Roger G. DeLong................................ 2,875 *
Michael H. Joyce............................... 0 0
Thomas L. Misiak............................... 925 *
Thomas J. Price................................ 36,646(3)(4) 1.86%
Frank L. Schmit................................ 2,125 *
Michael C. Sipek............................... 400(5) *
Roger H. Schroeder............................. 0 0
David A. Zuege................................. 49,515(3)(4) 2.51%
All directors, nominees and executive officers
as a group (12 persons)...................... 311,950(3)(4) 15.71%
</TABLE>
- -------------------------
* Less than 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 3 and
except for 435 and 2,775 shares as to which Mr. Price and Mr. Boyke,
respectively, have shared voting and investment power.
4
<PAGE> 7
(2) Includes shares allocated to the accounts of officers under the Oilgear
Savings Plus Plan (as of September 30, 1998) and the Oilgear Stock
Retirement Plan, as to which such officers have voting and investment power.
(3) Messrs. Zuege and Price share voting power and investment power with respect
to 32,850 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. Zuege, Bahner and Price share voting power
and investment power with respect to 115,617 shares held in the Oilgear
Salaried Retirement 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. Zuege and Price also share dispositive power, in the event of a
tender or exchange offer for the 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 a minimal number of such unallocated shares as of March 1, 1999;
such shares are not included in the table.
(4) Includes shares underlying currently exercisable options granted to
executive officers under the 1992 Stock Option Plan in the following
amounts: Mr. Bahner -- 1,756; Mr. Boyke -- 2,693; Mr. Bursch -- 1,947; Mr.
Price -- 2,864; Mr. Zuege -- 6,807; and all executive officers -- 18,828.
(5) The shares are held in the Sipek Living Trust, dated February 5, 1999, the
trustees of which are Mr. Sipek and his spouse.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Common Stock are required
to report their initial ownership of the Common Stock and any subsequent change
in that ownership to the Securities and Exchange Commission (the "Commission").
Specific due dates for these reports have been established and the Company is
required to disclose in this Proxy Statement any failure to file such reports by
these dates during the last year. All of these filing requirements were
satisfied during the year ended December 31, 1998, except that Dale C. Boyke,
Vice President -- Marketing and Sales of Oilgear, did not file on a timely basis
one report relating to one transaction in which he acquired 500 shares of Common
Stock in the open market. In making these disclosures, the Company has relied
solely on written representations of its directors and executive officers and
copies of the reports that they have filed with the Commission.
5
<PAGE> 8
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 Chief Executive Officer of the
Company at the end of fiscal 1998, and (2) the Company's other four most highly
compensated executive officers who were serving as such at the end of fiscal
1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
-----------------------------------------------
AWARDS
----------------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS OPTIONS/SARS COMPENSATION
POSITION YEAR ($) ($)(2) (#)(3) ($)(4)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAVID A. ZUEGE 1998 $198,000 $ 30,208 0 $10,151
President and Chief 1997 193,000 115,769 4,409 12,920
Executive Officer 1996 193,000 104,446 9,838 17,450
- -----------------------------------------------------------------------------------------------------
HUBERT BURSCH 1998 $135,137/ $ 15,291 0 $ 2,310
Vice President -- DM237,000
European Operations(5) 1997 $134,590/ 58,586 1,503 3,811
DM231,000
1996 $154,190/ 46,274 867 4,670
DM231,000
- -----------------------------------------------------------------------------------------------------
GERHARD W. BAHNER 1998 $ 100,000 $ 11,619 0 $ 2,642
Vice President -- Engineering 1997 98,000 44,527 1,119 2,766
1996 98,000 38,341 3,193 9,380
- -----------------------------------------------------------------------------------------------------
THOMAS J. PRICE 1998 $ 98,000 $ 11,741 0 $ 7,849
Vice President -- Finance 1997 95,000 44,995 2,150 8,585
and Corporate Secretary 1996 95,000 38,341 3,088 12,505
- -----------------------------------------------------------------------------------------------------
DALE C. BOYKE(6) 1998 $ 101,000 $ 12,842 0 $ 6,349
Vice President -- Marketing 1997 96,000 46,870 624 5,343
and Sales
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) While each of the named individuals received perquisites or other personal
benefits in the years shown, the value of these benefits is not indicated,
in accordance with the Commission's regulations, since they did not exceed,
in the aggregate, the lesser of $50,000 or 10% of the individual's salary
and bonus in any year.
(2) Consists of bonuses pursuant to the Oilgear Variable Compensation Program.
For 1997 and 1996, portions of bonus amounts were paid in quarterly
installments during the respective year with the remainder paid at the
beginning of the following year. In 1998, bonus amounts were paid in
quarterly installments during the first and second quarters.
(3) Consists entirely of stock options.
(4) Includes employer contributions to the Oilgear Savings Plus Plan allocated
to the accounts of the eligible named executive officers for 1998 in the
following amounts: Mr. Zuege $7,159, Mr. Bahner $2,579, Mr. Price $5,840 and
Mr. Boyke $3,011. Such employer contributions are comprised of matching
contributions equal to 50% of the first 2% of total compensation deferred by
the participant, 25% of the next 3% of total deferred compensation and an
amount equal to 20% of the market price of any Common Stock purchased by the
participant through designation of the Common Stock Fund as an investment
choice. Also includes principal and interest amounts owed to the Company by
the named executive officers which were forgiven during 1998 pursuant to the
Oilgear Key Employee Stock Purchase Plan,
6
<PAGE> 9
along with the value of the below-market portion of such interest for the
same period, in the following amounts: Mr. Zuege $2,992, Mr. Bursch $2,310,
Mr. Bahner $63, Mr. Price $2,009 and Mr. Boyke $3,338.
(5) Mr. Bursch receives his compensation in Deutsche Marks. The dollar amount
variations between his 1997 and 1996 base salaries, which remained constant
at DM231,000, were attributable to a fluctuating exchange rate.
(6) Mr. Boyke became an executive officer of the Company in 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT FISCAL YEAR-END
SHARES ACQUIRED VALUE FISCAL YEAR-END (#) ($)(2)
ON EXERCISE REALIZED ------------------------------------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DAVID A. ZUEGE 0 0 6,423 3,433 $4,858 $1,619
-----------------------------------------------------------------------------------------------------
HUBERT BURSCH 0 0 1,948 968 $ 975 $ 326
-----------------------------------------------------------------------------------------------------
GERHARD W. BAHNER 0 0 1,757 958 $ 802 $ 267
-----------------------------------------------------------------------------------------------------
THOMAS J. PRICE 0 0 2,763 1,459 $1,627 $ 541
-----------------------------------------------------------------------------------------------------
DALE C. BOYKE 0 0 2,694 499 $ 845 $ 281
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists entirely of stock options.
(2) Based upon a price of $11.00, which was the last fiscal year sale price of
Oilgear Common Stock on the Nasdaq Stock Market.
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
1999 for specified compensation and years of service classifications.
PENSION PLAN TABLE
<TABLE>
- --------------------------------------------------------------------------------------------
YEARS OF SERVICE(1)
- --------------------------------------------------------------------------------------------
REMUNERATION(2) 15 20 25 30 35
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $19,587 $ 26,115 $ 32,644 $ 39,173 $ 45,702
- --------------------------------------------------------------------------------------------
150,000 30,837 41,115 51,394 61,673 71,952
- --------------------------------------------------------------------------------------------
200,000 42,087 56,115 70,144 84,173 98,202
- --------------------------------------------------------------------------------------------
250,000 53,337 71,115 88,894 106,673 124,452
- --------------------------------------------------------------------------------------------
300,000 64,587 86,115 107,694 129,173 150,702
- --------------------------------------------------------------------------------------------
350,000 75,837 101,115 126,394 151,673 176,952
- --------------------------------------------------------------------------------------------
400,000 87,087 116,115 145,144 174,173 203,202
- --------------------------------------------------------------------------------------------
</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 $125,000 on a single life annuity basis or the
grandfathered benefit determination on prior plan provisions. The benefit
shown assumes retirement in 1999 at age 65 with Covered Compensation (as
defined below) of $33,060.
7
<PAGE> 10
(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 total earnings plus contributions
to the Oilgear Savings Plus Plan, any cafeteria plan and any flexible
spending account less reimbursements for moving expenses and any income
derived from the disposition of qualified stock options. Such compensation
shall be limited to $160,000 for 1999. 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.
Zuege is currently approximately $250,500; for Mr. Bahner, it is $135,200;
for Mr. Price, it is $131,000; and for Mr. Boyke, it is $126,200.
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. Zuege has accrued 31 years of benefit service; Mr. Bahner, 35 years; Mr.
Price, 32 years; and Mr. Boyke, 26 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 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. Mr. Zuege has been designated as an eligible participant in the
Equalization 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. As amended
effective December 13, 1995, upon the occurrence of a change in control (as
defined in the Equalization Plan) each active or retired eligible participant
(or his or her beneficiary) is entitled to a lump sum payment of the then
present value of all accrued benefits under the Equalization Plan. In the case
of active eligible participants, any subsequent payments pursuant to the
Equalization Plan would then be reduced to reflect the value of the prior lump
sum payment.
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
Common Stock. The Stock Plan will provide a portion of the pension benefits for
salaried employees measured by the value of the Common Stock contributed by the
Company and allocated to the employees' accounts excluding any appreciation
thereof. 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 employees located in Germany. That
8
<PAGE> 11
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 approximately DM43,026 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 $550 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 1998.
To promote director ownership of 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,
increases in directors' fees are payable in Common Stock and up to 30% of the
remaining cash fees payable to each eligible director 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 15,000 shares of 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. Each eligible director received 400 shares
of Common Stock pursuant to the Directors' Plan in 1998.
Effective upon Otto F. Klieve's retirement as President and Chief Executive
Officer of the Company on December 31, 1995, the Company entered into a 16-month
consulting and deferred compensation agreement with Mr. Klieve, who remained as
a director of the Company during that time. Mr. Klieve has continued under the
same arrangement since its original expiration. The consulting agreement
provided for a deferred monthly payment of $5,000 which generally becomes
payable at the earlier of his death or January 1, 2001. The amounts deferred
pursuant to Mr. Klieve's agreement earn a return based upon, at Mr. Klieve's
election, the return of one or more mutual funds generally available to the
investing public or one or more common, collective or group trusts sponsored by
a Wisconsin bank, trust company or affiliate thereof. The Company has no
obligation, however, to actually invest Mr. Klieve's account in any such
investment vehicle. For so long as Mr. Klieve was a director and entitled to a
consulting fee pursuant to his agreement, he was not entitled to any directors'
fees for his service on the Board of Directors. In the event of a change in
control of the Company, Mr. Klieve's agreement shall immediately terminate and
Mr. Klieve shall be paid a lump sum equal to the balance of his deferred fees.
9
<PAGE> 12
FINANCIAL PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on 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 MG
Manufacturing industry index published by Media General Financial Services,
assuming that $100 was invested in each at the close of business on December 31,
1993 and assuming reinvestment of dividends in each case.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Oilgear 100.00 130.69 159.90 144.83 231.66 166.12
Broad Market 100.00 104.99 136.18 169.23 207.00 291.96
Industry Index 100.00 98.94 116.38 136.75 163.32 140.92
</TABLE>
In prior years, Media General Financial Services categorized the Company in
the Machinery-Heavy industry index. Therefore, the Company used that industry
index in its performance graph. Media General Financial Services no longer
supports the Machinery-Heavy industry index and now includes the Company in a
similar industry group of manufacturing companies. As a result, the Company now
includes the MG Manufacturing industry index in its performance graph for
comparison of shareholder return.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PRINCIPLES
The Compensation Committee has designed the Company's executive
compensation program so that executive compensation is directly linked to
execution of the Company's business strategies and initiatives, with particular
emphasis on the creation of shareholder equity. During 1998, the Compensation
Committee was comprised of four independent directors, two of whom also served
on the Company's Executive Committee and were therefore in the best possible
position to monitor management performance.
10
<PAGE> 13
There are three components of the Company's executive compensation program:
base salary, short-term incentives and long-term incentives. The principles that
guide the decisions of the Compensation Committee in implementing the program
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. As part of its review, the
Compensation Committee takes into account survey data relating to manufacturing
firms of comparable size (measured by sales), and executive officer salaries are
adjusted as warranted in light of individual and Company performance measured by
earnings and other financial performance criteria. If appropriate, salaries are
also adjusted to reflect increased responsibilities due to promotion.
The Compensation Committee sets executive officer base salaries 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.
The CEO's salary is determined by the Compensation Committee in the same
manner as that of the other executive officers of the Company.
SHORT-TERM INCENTIVES
Company executive officers, including the CEO, are able to earn annual
profit sharing bonuses under the Oilgear Variable Compensation Program (the
"Variable Program"). The Variable Program provides performance-based incentive
opportunities to executive officers, non-executive officers and other key
employees of the Company. In particular, the Variable Program has been designed
to respond to increasing market pressures relating to the Company's ability to
provide competitive compensation packages to key employees.
During 1998, participants in the Variable Program were entitled to receive
cash incentive payments which, in total, could have comprised up to 40% of total
1998 compensation. 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. To
emphasize the Compensation Committee's philosophy that compensation should be
tied to performance, bonus units for 1998 increased over 1997 levels for only
two executive officers named in the Summary Compensation Table, which did not
include the CEO. The average increase was approximately 8.8%. 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 1998 return on beginning equity equaled 1.8%. The Variable Program
provides that, 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; such quarterly payments were made in the first and second quarters
of 1998. The bonuses paid in these quarters are reported in the Bonus column of
the Summary Compensation Table for each of the executive officers named therein,
including the CEO. No bonuses for fiscal year 1998 were paid pursuant to the
Variable Program after the second quarter of 1998. The Variable Program further
provides that in the event that the total bonus payable for a given year exceeds
the 40% threshold described above, each participant's bonus must be reduced on a
pro rata basis. 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.
11
<PAGE> 14
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, participate in
these plans, except Hubert Bursch who is not eligible to participate in the
Savings Plus Plan or the Stock Retirement Plan.
The Company's Key Employee Stock Purchase Plan provides an opportunity for
selected officers and other key employees to purchase shares of 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 of the Company's executive officers acquired a total of
3,600 shares pursuant to the program in fiscal 1998.
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 Common
Stock fund. All of the Company's eligible executive officers, including the CEO,
participate in the Savings Plus Plan.
Under the Stock Retirement Plan, all eligible salaried employees, including
the CEO and the other executive officers, receive a defined contribution in
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 Common Stock. Stock options granted pursuant to the plan must have an
exercise price at least equal to the fair 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.
Pursuant to the plan, the Compensation Committee has the discretion to grant a
replacement option (exercisable at the then-current fair market value of the
Company's stock) to any optionee who exercises an option and satisfies the
exercise price with previously owned Company stock.
COMPLIANCE WITH 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 currently constructed,
will generate non-deductible compensation in excess of the limit. However, the
Compensation Committee will continue to review these 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.
RANDOLPH W. CARSON
ROGER G. DELONG
THOMAS L. MISIAK
FRANK L. SCHMIT
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<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated herein, Oilgear's Compensation Committee during fiscal 1998
consisted of Messrs. Carson, DeLong, Misiak and Schmit, none of whom are current
or former officers of the Company.
AUDITORS
Representatives of KPMG LLP, the Company's independent public accountants
for 1998 and 1999, 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.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Secretary of Oilgear no later
than November 27, 1999 in order to be considered for inclusion in next year's
annual meeting proxy materials pursuant to Commission Rule 14a-8. Shareholders
wishing to propose any floor nominations for director or floor proposals at the
2000 annual meeting without inclusion of such proposals in Oilgear's proxy
materials must provide notice thereof to the Secretary of Oilgear no later than
February 10, 2000 in order for such notice to be considered timely under the
Commission's proxy rules.
THE OILGEAR COMPANY
By
Thomas J. Price,
Corporate Secretary
Milwaukee, Wisconsin
March 26, 1999
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, 1998
WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE COMMON
STOCK AS OF MARCH 1, 1999 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.
13
<PAGE> 16
THE OILGEAR COMPANY
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, APRIL 20, 1999
2:00 p.m.
THE OILGEAR COMPANY
CORPORATE OFFICE
2300 SOUTH 51ST STREET
MILWAUKEE, WISCONSIN 53219
THE OILGEAR COMPANY
2300 SOUTH 51ST STREET, MILWAUKEE, WI 53219 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON APRIL 20, 1999.
THIS PROXY ALSO PROVIDES VOTING INSTRUCTIONS FOR SHARES HELD IN THE VARIOUS
PLANS OF THE COMPANY AS DESCRIBED IN THE PROXY STATEMENT. IF YOUR NAME IS NOT
INCLUDED IN EACH PLAN OR ANY OTHER ACCOUNT YOU MAINTAIN IN AN IDENTICAL MANNER,
YOU MAY RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL
PROXY CARDS YOU RECEIVE.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED IN
PROPOSAL 1.
By signing the proxy, you revoke all prior proxies and appoint David A. Zuege
and Thomas J. Price, and each of them, with full power of substitution, to vote
your shares on the matters shown on the reverse side and any other matters which
may come before the Annual Meeting and any adjournment thereof.
See reverse side for voting instructions.
<PAGE> 17
Please detach here
<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1.
1. Election of directors: 01 Gerhard W. Bahner 02 Michael H. Joyce [ ] Vote FOR [ ] Vote WITHHELD
03 Thomas L. Misiak 04 Roger H. Schroeder all nominees from all nominees
_________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |_________________________________________|
2. In their discretion, the proxy holders are authorized to vote on such other
matters as may properly come before the Annual Meeting or any adjournment
thereof, as described and set forth in the Notice and Proxy Statement
relating to the Annual Meeting, receipt of which is hereby acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED, IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR EACH NOMINEE LISTED IN PROPOSAL 1.
Address Change? Mark Box [ ]
Indicate changes below: Date____________________________
__________________________________________
| |
| |
|__________________________________________|
Signature(s) In Box
Please sign exactly as your name(s) appears
on the proxy. If held in joint tenancy, all
persons must sign. Trustees, administrators,
etc., should include title and authority.
Corporations should provide full name of
corporation and title of authorized officer
signing the proxy.
</TABLE>
