<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
SPARTAN MOTORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SPARTAN MOTORS, INC.
- --------------------------------------------------------------------------------
(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
NOTICE OF
ANNUAL SHAREHOLDERS' MEETING
TO BE HELD ON
JUNE 8, 1995
AND
PROXY STATEMENT
1000 REYNOLDS RD., P.O. BOX 440, CHARLOTTE, MI 48813
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposal I - Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Meetings of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . 7
Executive Officers of the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Compensation Committee Report on Executive Compensation . . . . . . . . . . . . . . . . . . . . . 9
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Employment Contracts, Termination of Employment, and Change-In-Control
Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Comparative Performance Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Proposal II - Ratification of the Appointment of Independent Auditors . . . . . . . . . . . . . . . 15
Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 4
LETTERHEAD LOGO - TOP
April 10, 1995
To Our Shareholders:
You are cordially invited to attend Spartan Motors, Inc. Annual Meeting of
Shareholders on Thursday, June 8, 1995 at 5:30 p.m. Eastern Daylight Savings
Time. The Annual Meeting will be held in the Plant IV building at Spartan
Motors Corporate Headquarters located at 1549 Mikesell St., Charlotte,
Michigan.
The purpose of the meeting will be to elect two directors, to ratify the
appointment of the independent auditors for 1995, and to transact such other
business as may properly come before the meeting or any adjournment thereof.
This Annual Meeting also provides shareholders the opportunity to learn more
about Spartan Motors, Inc.
Whether or not you plan to attend the Annual Meeting, please mark, sign, date
and return the enclosed proxy as quickly as possible. By returning the proxy
promptly, you can help the corporation avoid the expense of duplicate proxy
solicitations and possibly having to reschedule the Annual Meeting if a quorum
of outstanding shares is not present or represented by proxy. If you attend the
Annual Meeting and wish to change your proxy vote, you may do so simply by
voting in person at the Annual Meeting. A report of the Annual Meeting will be
included in the second quarter earnings report.
Sincerely,
/s/ George W. Sztykiel
George W. Sztykiel
Chairman, Board of Directors P.O. Box 440
1000 REYNOLDS RD.
CHARLOTTE, MI 48813
TEL: 517-543-6400
FAX: 517-543-7727
- 1 -
<PAGE> 5
LETTERHEAD LOGO - TOP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 8, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Spartan
Motors, Inc. will be held on Thursday, June 8, 1995 at 5:30 p.m., Eastern
Daylight Savings Time, in the Plant IV building at Spartan Motors Corporate
Headquarters located at 1549 Mikesell St., Charlotte, Michigan, for the
following purposes:
1. To elect two directors to serve until the Annual Meeting of
Shareholders in 1998, and until their successors have been
elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors for 1995.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Common shareholders of record on the books of the Corporation at the close of
business on April 10, 1995, are entitled to vote at the Annual Meeting.
By order of the Board of Directors,
/s/ James R. Jenks
James R. Jenks
Secretary
April 10, 1995
Charlotte, Michigan
P.O. BOX 440
1000 REYNOLDS RD.
CHARLOTTE, MI 48813
TEL: 517-543-6400
FAX: 517-543-7727
- 2 -
<PAGE> 6
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 8, 1995
Information concerning Voting and Proxy Solicitation
General
The enclosed proxy is solicited on behalf of the Board of Directors of Spartan
Motors, Inc. (the "Corporation") for use at the Annual Meeting (the "Meeting")
of Shareholders to be held on Thursday, June 8, 1995 at 5:30 p.m., Eastern
Daylight Savings Time, in the Plant IV building at Spartan Motors Corporate
Headquarters located at 1549 Mikesell St., Charlotte, Michigan.
This Proxy Statement is being mailed to shareholders on or about April 25,
1995.
Voting, Solicitation and Record Date
The cost of this solicitation of Proxies will be born exclusively by the
Corporation. Solicitations will be made primarily through the use of the U.S.
Postal Service however, regular employees of the Corporation may solicit
proxies personally, by telephone or telegram. Brokers and nominees will be
requested to obtain voting instructions of beneficial owners of stock
registered in their names.
The enclosed Proxy is for the use of Common Shareholders of record at the close
of business on April 10, 1995. The Proxy is a means by which a shareholder may
authorize the voting of owned shares at the shareholders' meeting. Shares
cannot be voted at the Meeting unless the owner of record is present to vote or
is represented by a Proxy.
Shares represented by Proxies received will be voted as specified by the
Shareholders. Except as otherwise specified in the Proxy, shares will be voted
for the election of the nominees for the directors named herein and to ratify
the appointment of Deloitte & Touche LLP as the independent auditors for 1995.
The Corporation knows of no business which may be presented for consideration
at the Annual Meeting other than that stated in the Notice of Annual Meeting.
If any other business should properly come before the meeting, the persons
named in the Proxy will have discretionary authority to vote in accordance with
their best judgement. A Proxy may be revoked by the shareholder at any time
prior to its use.
Stock Ownership
On March 15, 1995 there were outstanding 13,060,872 shares of common stock of
the Corporation, each of which is entitled one vote at the 1995 Annual Meeting,
as are any additional shares which were issued prior to the close of business
on April 10, 1995.
- 3 -
<PAGE> 7
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors is presently set at seven (7) members pursuant to the
provisions of the By-laws. If any nominee shall be unable to serve, proxies
may be voted for another person designated by the Board of Directors. The
Corporation has no reason to believe that any of the nominees will be unable to
serve their terms.
The Board of Directors' nominees for election as Directors are listed below
with a brief statement including their principal occupation and the length of
term which they will serve.
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
Nominee Age Principal Occupation Director Since
- ------- --- -------------------- --------------
<S> <C> <C> <C>
Anthony G. Sommer 36 Executive Vice President and Chief Financial 1988
Officer of the Corporation
</TABLE>
3-YEAR TERM EXPIRING 1998 ANNUAL MEETING
Mr. Anthony Sommer has been the Executive Vice-President and Chief
Financial Officer of the Corporation since December 1992. Prior to that, Mr.
Sommer was Corporate Secretary/Treasurer since June 1987 and from 1982 to 1987,
he served as Controller for the Corporation. Before joining the Corporation in
1982, Mr. Sommer was employed by Frank G. Pawli & Co., as a staff accountant.
Mr. Sommer graduated in 1981 from Michigan State University with a B.A. degree
in Accounting.
<TABLE>
<CAPTION>
Nominee Age Principal Occupation Director Since
- ------- --- -------------------- --------------
<S> <C> <C> <C>
George Tesseris 63 Attorney 1984
</TABLE>
3-YEAR TERM EXPIRING 1998 ANNUAL MEETING
Mr. George Tesseris has been a practicing attorney with the law firm
of Tesseris and Crown, P.C., since 1981. From 1972 to 1981, he was a partner
in the law firm of Church, Wyble, Kritselis and Tesseris.
- 4 -
<PAGE> 8
DIRECTORS SERVING UNEXPIRED TERMS
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
<S> <C> <C>
George W. Sztykiel 65 Chairman of the Board and Chief Executive 1975
Officer of the Corporation
</TABLE>
3-YEAR TERM EXPIRING 1996 ANNUAL MEETING
Mr. George Sztykiel is a founder of the Corporation and has served as
its Chairman of the Board and Chief Executive Officer since December 1992. He
served as President and Director of the Corporation, since its incorporation in
September 1975. From 1973 to 1975, Mr. Sztykiel was an employee of Diamond Reo
Trucks, Inc., where he first held the position of Vice-President of Engineering
and subsequently, Vice-President of Sales. From 1955 to 1973, Mr. Sztykiel held
several engineering positions from Project Engineer of Dodge Truck Operations,
Chrysler Corporation, to Assistant Chief Engineer Heavy Trucks, Chrysler
Corporation. Mr. Sztykiel holds a B.S. degree in Mechanical Engineering from
the University of London, England.
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
<S> <C> <C> <C>
William F. Foster 53 Vice President and Staff Engineer 1978
of the Corporation
</TABLE>
3-YEAR TERM EXPIRING 1996 ANNUAL MEETING
Mr. William Foster is a founder of the Corporation and has served as
Staff Engineer and Vice-President since 1976. From 1965 to 1975, he was
employed by Diamond Reo Trucks, Inc., as a Designer Draftsman. Prior to 1965,
Mr. Foster operated an auto service garage for three years and has been a
firefighter since 1962.
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
<S> <C> <C> <C>
John E. Sztykiel 38 President and Chief Operating Officer 1988
of the Corporation
</TABLE>
3-YEAR TERM EXPIRING 1997 ANNUAL MEETING
Mr. John Sztykiel has been the President and Chief Operating Officer of
the Corporation since December 1992. From 1990 to 1992, he served as the
Executive Vice-President of the Corporation and from 1989 to 1990, as
Vice-President of Sales. From 1985 to 1989, Mr. Sztykiel was the Director of
Marketing - Diversified Products Group for the Corporation. From 1980 to 1985,
Mr. Sztykiel was employed by Eaton Corp. - Cutler Hammer Group as a District
Sales Engineer and, from 1979 to 1980, was employed by Burroughs Corp. -
Facsimile Group as a sales representative. Mr. Sztykiel graduated in 1979 from
Michigan State University with a B.A. degree in Marketing.
- 5 -
<PAGE> 9
DIRECTORS SERVING UNEXPIRED TERMS
(CONTINUED)
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
<S> <C> <C> <C>
Charles E. Nihart 58 C.P.A. Consultant 1984
</TABLE>
3-YEAR TERM EXPIRING 1997 ANNUAL MEETING
Mr. Charles Nihart established the certified public accounting firm of
Nihart and Nihart, P.C., in 1972. The Lansing offices of Nihart and Nihart
merged with Maner, Costerisan and Ellis, P.C., C.P.A. on January 1, 1989. Mr.
Nihart is currently affiliated with the firm on a consulting basis. He is also
the owner and president of AARO Rentals, Inc., Lansing, Michigan.
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
- ---- --- -------------------- --------------
<S> <C> <C> <C>
Max A. Coon 60 President, Chairman of the Board and 1990
Chief Executive Officer of Maxco, Inc.
</TABLE>
3-YEAR TERM EXPIRING 1997 ANNUAL MEETING
Mr. Max Coon has been the President, Chairman of the Board and Chief
Executive Officer of Maxco, Inc., since 1971. From 1964 to 1971, he was a
partner with the certified public accounting firm of Harris, Reames & Ambrose
and from 1961 to 1964, served as a partner with the firm of Costerisan & Coon.
From 1957 to 1961, he practiced public accounting with Haskins & Sells. Mr.
Coon also currently serves as a director on the boards of Medar, Inc., and
Midwest Bridge Corporation.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held seven (7) meetings during the calendar year ended
December 31, 1994. All Directors attended seventy-five percent (75%) or more
of the meetings of the Board of Directors with the exception of Max A. Coon who
attended fifty-seven percent (57%) of the meetings.
- 6 -
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock by each Director, by each named
executive officer, by each person known by the Corporation to own beneficially
more than five percent (5%) of such outstanding Common Stock, and by all
Directors and Executive Officers as a group as of March 15, 1995.
<TABLE>
<CAPTION>
SHARES
POSITION BENEFICIALLY PERCENTAGE OF
BENEFICIAL OWNER WITH CORPORATION OWNED (1) COMMON STOCK
- ---------------- ---------------- --------- ------------
<S> <C> <C> <C>
George W. Sztykiel Chairman of the Board and
Chief Executive Officer 1,316,110 9.9% (2)
John E. Sztykiel President and
Chief Operating Officer 157,213 (4) 1.2%
Anthony G. Sommer Executive Vice-President and
Chief Financial Officer 48,905 (3)
William F. Foster Vice-President 967,172 7.3% (2)
Roger B. Burrows Vice-President Sales and Marketing 11,500 (3)
William W. Courtney Vice-President Production Operations 31,500 (3)
James R. Jenks Secretary and Treasurer 16,000 (3)
George Tesseris Director 37,000 (3)
Charles E. Nihart Director 21,750 (3)
Max A. Coon Director 15,750 (3)
All Directors and Executive Officers as a group
(consisting of ten persons of whom eight own Common Stock) 2,622,900 19.7%
</TABLE>
Notes:
(1) Includes shares held directly, as well as restricted stock and shares
subject to options which are exercisable within 60 days as of March 15,
1995, granted under the Corporation's 1984 and 1994 Incentive Stock Option
Plans and the Non-Qualified Stock Option Plan.
(2) Messrs. G. Sztykiel and W. Foster are located at 1000 Reynolds Road,
Charlotte, Michigan, 48813.
(3) Less than 1%.
(4) This includes 84,000 shares of Common Stock owned by members of Mr. John
Sztykiel's family.
- 7 -
<PAGE> 11
EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth the Executive Officers of Spartan
Motors, Inc. John E. Sztykiel, President, Chief Operating Officer, and a
Director of the Corporation, is the son of George W. Sztykiel, Chairman of the
Board, Chief Executive Officer, and a Director of the Corporation.
<TABLE>
<CAPTION>
NAME AGE TITLE
- ---- --- -----
<S> <C> <C>
George W. Sztykiel 65 Chairman of the Board, Chief Executive Officer, and Director
John E. Sztykiel 38 President, Chief Operating Officer, and Director
Anthony G. Sommer 36 Executive Vice-President, Chief Financial Officer, and Director
William F. Foster 53 Vice-President and Director
Roger B. Burrows 47 Vice-President Sales and Marketing
William W. Courtney 48 Vice-President Production Operations
James R. Jenks 35 Secretary and Treasurer
</TABLE>
The business experience of George Sztykiel, John Sztykiel, Anthony
Sommer, and William Foster is set forth on pages 4 and 5 of this Notice of
Annual Shareholders' Meeting and Proxy Statement. The business experience of
the remaining officers is presented below.
Mr. Roger B. Burrows was promoted to Vice President of Sales and
Marketing on January 4, 1995 after serving as Director of Marketing, Sales and
Service since August of 1993. Mr. Burrows spent 23 years at General Motors,
serving as National Accounts Sales Manager prior to joining Spartan Motors. He
has also been with the Michigan Army National Guard since 1969 and currently
holds the position of Colonel. Mr. Burrows received his Bachelor of Business
Administration from Western Michigan University in 1969.
Mr. William W. Courtney was promoted to Vice President of Production
Operations on October 3, 1994 after serving as Director of Manufacturing since
1991. Mr. Courtney joined Spartan as Plant Manager in 1986 and in 1989 was
promoted to Director of Production Operations. Prior to joining Spartan he
served as Plant Manager, then General Manager, of Challenger Wrecker Mfg. Co.
in Elkhart, Indiana from 1984 through 1986. From 1974 to 1984 Mr. Courtney was
with Allis Chalmers Corp. and held several positions including foreman,
Supervisor, Superintendent and Production Control Manager. Prior to Allis
Chalmers he was with T.S.C. Stores as a Retail Agricultural Store Manager.
Mr. James R. Jenks, CPA, has been the Secretary/Treasurer of the
Corporation since December 1992. From 1988 to 1992, Mr. Jenks served as
Controller for the Corporation and from 1986 to 1988, practiced public
accounting with Touche Ross & Co. Mr. Jenks graduated from Michigan State
University with a B.A. degree in Accounting in 1986. From 1982 to 1985, he was
employed by Vandervoort Sporting Goods, Inc., as an assistant controller.
- 8 -
<PAGE> 12
COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Board of Directors has an Audit Committee and a
Compensation Committee. The members of each committee are appointed by the
Board of Directors. Directors serve on the committees as indicated in the
following paragraphs.
AUDIT COMMITTEE. The Corporation's Audit Committee is comprised of
three non-employee directors: M. Coon, (Chairman), C. Nihart, and G. Tesseris.
The Audit Committee met once during the year ended December 31, 1994, and all
members were present. The Committee is responsible for reviewing the general
scope and results of the Corporation's annual audit, the fee charged by the
independent accountants and other matters relating to the internal control
systems. In addition, the Audit Committee has the responsibility of reviewing
any non-audit services and special engagements to be performed by the
independent auditors.
COMPENSATION COMMITTEE. The Compensation Committee is comprised of
directors G. Tesseris, (Chairman), C. Nihart, and M. Coon. The Compensation
Committee determines the cash and other incentive compensation, if any, to be
paid to the Corporation's executive officers. The Committee is also
responsible for reviewing and making recommendations to the Board of Directors
regarding stock options awarded under the 1994 Incentive Stock Option Plan and
the Non-Qualified Stock Option Plan. The Compensation Committee determines the
key employees to whom options will be granted, the number of shares covered by
each option, the exercise price and other matters. This Committee met three
times during 1994 and all Committee members attended all meetings, except Max
A. Coon who attended two of the three meetings.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The following report describes the Corporation's executive officer
compensation philosophy and programs, and the basis on which 1994 compensation
decisions were made by the Compensation Committee with respect to the executive
officers of the Corporation, including the named executive officers. The named
executive officers of the Corporation for the year ended December 31, 1994, are
George W. Sztykiel, the Corporation's Chairman of the Board and Chief Executive
Officer, John E. Sztykiel, President and Chief Operating Officer, Anthony G.
Sommer, Executive Vice-President and Chief Financial Officer, William W.
Courtney, Vice-President Production Operations, and James R. Jenks, Secretary
and Treasurer.
COMPENSATION PHILOSOPHY
The Compensation Committee's executive compensation philosophy is to
provide competitive levels of compensation, integrate management's pay with the
achievement of the Corporation's annual and long-term performance goals, reward
above average corporate performance, recognize individual initiative and
achievement, and assist the Corporation in attracting and retaining qualified
management. Management compensation is intended to be set at levels that the
Compensation Committee believes are consistent with others in the Corporation's
industry. The Compensation Committee endorses the position that equity
ownership by management is beneficial in aligning management's and
shareholders' interests in the enhancement of shareholder value.
(Continued on page 10)
- 9 -
<PAGE> 13
COMPENSATION COMMITTEE REPORT (CONTINUED)
BASE SALARIES
Base salaries for new executive management employees are determined
initially by evaluating the responsibilities of the position and the experience
of the individual, and by reference to the competitive marketplace for
management talent, including a comparison of base salaries for comparable
positions at comparable companies within the custom chassis industry.
Annual salary adjustments are determined by evaluating the competitive
marketplace, the performance of the Corporation, the performance of the
executive, and any increased responsibilities assumed by the executive. Salary
adjustments are determined and normally made on a 12 month cycle.
ANNUAL BONUSES
The Corporation has an existing incentive bonus program in which
members of management are selected by the Compensation Committee to
participate. The amounts distributed are determined based upon a combination
of the level of achievement by the Corporation of its strategic and operating
goals and the level of achievement of individual objectives by participants.
CHIEF EXECUTIVE OFFICER COMPENSATION
Specifically with regard to the compensation of Mr. George Sztykiel,
the Corporation's Chairman of the Board and Chief Executive Officer during the
year ended December 31, 1994, the Compensation Committee undertook the same
evaluation set forth above with respect to executives.
STOCK OPTIONS
The Corporation has an incentive stock option plan covering shares of
common stock. Shares reserved for options under this plan total 2,000,000.
Options are exercisable for a period of ten years from the grant date. The
exercise price for options is equal to the market price at the date of the
grant. Options granted to an owner of more than 10 percent of issued stock can
be exercised for only five years at a price equal to 110 percent of market
price.
The Corporation also has a non-qualified stock option plan for certain
employees and directors. Shares reserved for options under this plan total
900,000. The options are exercisable for a period of ten years from the grant
date. The exercise price for options is equal to the market price at the date
of grant.
The foregoing compensation report has been furnished by the
Compensation Committee of the Board of Directors, G. Tesseris, (Chairman), C.
Nihart and M. Coon. Following this report is more detailed information
concerning the foregoing programs. The Compensation Committee welcomes written
comment from the Corporation's shareholders concerning these programs.
Comments should be marked "personal and confidential" and addressed to The
Compensation Committee of the Board of Directors, Spartan Motors, Inc., 1000
Reynolds Rd., Charlotte, MI 48813.
- 10 -
<PAGE> 14
EXECUTIVE COMPENSATION
The following table discloses compensation received by the named
executive officers during the last three years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
----------------------- ------------
All
Securities Other
Salary Bonus Underlying Compen-
Name & Principal ($) ($) Options sation
Position Year (1) (2) (#) (3) ($) (4)
- -------- ---- ------ -------- ----------- --------
<S> <C> <C> <C> <C> <C>
George W. Sztykiel 1994 74,502 72,165 12,500 2,710
Chairman of the Board 1993 76,378 85,715 12,500 2,955
Chief Executive Officer 1992 84,700 119,312 7,895 3,207
John E. Sztykiel 1994 86,636 103,787 15,000 3,257
President 1993 79,189 116,850 15,000 3,020
Chief Operating Officer 1992 62,880 91,725 7,895 2,331
Anthony G. Sommer 1994 65,711 85,513 12,500 2,431
Executive Vice President 1993 60,662 94,358 12,500 2,282
Chief Financial Officer 1992 53,244 78,406 7,500 1,953
William W, Courtney 1994 50,613 70,312 7,500 1,996
Vice-President 1993 46,956 79,509 7,500 1,894
Production Operations 1992 44,709 66,771 5,000 1,775
James R. Jenks 1994 54,138 60,560 7,500 2,119
Secretary/Treasurer 1993 49,493 59,436 7,500 1,977
1992 41,909 40,842 4,500 1,646
</TABLE>
(1) Directors' fees of $1,000 per quarter have been included in the table.
(2) The amounts shown in this column include payments under the
Corporation's 10% Quarterly Bonus in which all employees of the
Corporation participate.
(3) Stock options granted for the year 1992 have been adjusted to reflect
the three for two split of the Corporation's common stock effective
June 30, 1993.
(4) Consists solely of the Corporation's contribution to its profit sharing
plan for the individuals listed.
- 11 -
<PAGE> 15
Stock Options Granted in Fiscal 1994
The following table provides information on stock options granted to
the named executive officers during the year ended December 31, 1994.
<TABLE>
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------
% of
Total
Number of Options
Securities Granted Potential Realizable
Underlying to Value at Assumed
Options Employees Exercise Annual Rates of Stock
Granted in Fiscal Price Price Appreciation for
Name #(1) Year(2) ($/Share) Expiration Date(3) Option Term
- ----- ---- --------- --------- -------------------- ----------------------
5% ($) 10% ($)
------ -------
<S> <C> <C> <C> <C> <C> <C>
George W. Sztykiel 12,500 3.7% 14.58 Dec. 31, 1999 29,125 84,500
John E. Sztykiel 15,000 4.5% 13.25 Dec. 31, 2004 124,950 316,800
Anthony G. Sommer 12,500 3.7% 13.25 Dec. 31, 2004 104,125 264,000
William W. Courtney 7,500 2.2% 13.25 Dec. 31, 2004 62,475 158,400
James R. Jenks 7,500 2.2% 13.25 Dec. 31, 2004 62,475 158,400
</TABLE>
(1) These options were granted on December 31, 1994, pursuant to
the Corporation's 1994 Incentive Stock Option Plan. The
exercise price for these options is equal to the market price
at the date of grant except for options granted to George
Sztykiel, which are at 110% of the market price at the date of
grant.
(2) The Corporation granted options representing 334,350 shares to
employees in fiscal 1994.
(3) The options were granted for a term of ten years, except for
options granted to George Sztykiel, which have a term of five
years. All options are subject to earlier termination in
certain events related to termination of employment.
- 12 -
<PAGE> 16
AGGREGATED OPTIONS EXERCISED DURING 1994 AND YEAR END OPTION VALUE TABLE
The following table provides information on options exercised during
1994 by the named executive officers and the value of such officers'
unexercised options at December 31, 1994.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-money
Options at Options at
Shares Dec. 31, 1994 Dec. 31, 1994
Acquired (#) ($ ) (1)
on Value ------------- -------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
- -------- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
George W. Sztykiel
Qualified Plan None N/A 33,005 11,140 None None
John E. Sztykiel
Qualified Plan None N/A 32,095 16,300 12,969 1,875
Anthony G. Sommer
Qualified Plan None N/A 28,860 11,140 10,746 1,393
William W. Courtney
Qualified Plan None N/A 29,335 665 11,430 83
James R. Jenks
Qualified Plan None N/A 14,335 665 854 83
</TABLE>
(1) On December 30, 1994, the closing market price of the
Corporation's common stock on The Nasdaq Stock Market (NASDAQ)
was $13.375. The numbers shown reflect the value of options
at December 30, 1994.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND
CHANGE-IN-CONTROL ARRANGEMENTS
Spartan Motors, Inc., does not have any employment contracts between
itself and the named executive officers. The Corporation does not have a
compensatory plan in excess of $100,000 relating to resignation, termination or
change-in-control of any of the named executive officers.
- 13 -
<PAGE> 17
COMPARATIVE PERFORMANCE ANALYSIS
The Securities and Exchange Commission requires the Corporation to
present a chart comparing the cumulative total shareholder return on its common
stock with the cumulative total shareholder return of (i) a broad equity market
index, and (ii) a published industry index or peer group. The Center for
Research in Security Prices (CRSP) at the University of Chicago has developed
historical total return indexes for the NASDAQ Stock Market. The Corporation
will use these indexes in this comparative performance analysis.
The following chart compares the Corporation's common stock with (i)
the CRSP Total Return Index for the NASDAQ Stock Market (US) and (ii) the CRSP
Total Return Index for NASDAQ Trucking & Transportation Stocks, and assumes an
investment of $100 on December 31, 1989, in the Corporation's common stock, the
stocks comprising the CRSP NASDAQ Index and the stocks of the CRSP NASDAQ
Trucking & Transportation Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG SPARTAN MOTORS, INC.,
CRSP NASDAQ INDEX (US), AND CRSP NASDAQ TRUCKING & TRANSPORTATION INDEX**
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
SPARTAN MOT $100 101 746 965 1,007 795
NASDAQ $100 85 136 159 181 177
NASDAQ T&T $100 78 113 138 168 152
</TABLE>
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
** FISCAL YEARS ENDED DECEMBER 31
- 14 -
<PAGE> 18
PROPOSAL II
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
Deloitte & Touche LLP has served as independent auditors of the Corporation for
the last eleven years. It is believed that the experience Deloitte & Touche
LLP has acquired remains very valuable to the Corporation. For the year 1994,
Deloitte & Touche LLP has performed professional services in connection with
the audit of the consolidated financial statements of the Corporation, review
of quarterly reports and filings with the Securities and Exchange Commission
and other agencies. Representatives of Deloitte & Touche LLP will be present
at the annual meeting and will be available to respond to appropriate
questions.
Each year the Board of Directors reviews and approves in advance the estimated
audit fees, the scope of the annual audit and other recurring services. Any
actual expenses equal to or greater than the estimated fees are reviewed by the
Board of Directors on an individual basis.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 1996 annual
meeting of shareholders must be received no later than December 26, 1995, for
inclusion in the proxy statement and proxy for that meeting.
By order of the Board of Directors,
/s/ James R. Jenks
James R. Jenks, Secretary
Dated, April 10, 1995
- 15 -
<PAGE> 19
1000 REYNOLDS RD., P.O. BOX 440, CHARLOTTE, MI 48813
<PAGE> 20
SPARTAN MOTORS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 8, 1995
The undersigned hereby constitutes and appoints George W. Sztykiel and
William F. Foster, or each of them, proxies with full power of substitution
and each of them is hereby authorized to represent the undersigned and to vote
all shares of the Corporation held by the undersigned at the Annual Meeting of
Shareholders to be held at Spartan Motors, Inc., 1549 Mikesell Street,
Charlotte, MI on Thursday, June 8, 1995 at 5:30 P.M. EDST or at any adjournment
thereof, on the matters set forth as follows:
(CONTINUED AND TO BE SIGNED ON THE REVERSE)
- --------------------------------------------------------------------------------
<TABLE>
<S><C>
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD NOMINEES: Anthony G. Sommer FOR AGAINST ABSTAIN
1. Election of / / / / George Tasseris 2. Ratification of the appointment of / / / / / /
Directors Deloitte & Touche LLP as independent
to a Three Year term: public accountants for 1995.
For, except vote withheld from the following 3. In their discretion, upon such other matters as may properly
nominee(s): come before the meeting.
- --------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTIONS MADE
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
SIGNATURE(S) DATE , 1995
------------------------------------------------------------------------------- -------------------------
NOTE: Please print and sign exactly as name appears hereon on your Stock Certificate. When shares are held by joint tenants, both
should each sign. When signing as an attorney, executor, trustee or guardian, give the full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership,
please sign in partnership name by authorized person.
</TABLE>
