<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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MET-COIL SYSTEMS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MET-COIL SYSTEMS CORPORATION
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
/ / $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 transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
/ / 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:
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-------------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
MET-COIL SYSTEMS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 1995
To the Stockholders of
Met-Coil Systems Corporation
Notice is hereby given that the annual meeting of stockholders of
Met-Coil Systems Corporation, a Delaware corporation, will be held at the
Sheraton Inn, 525 33rd Avenue SW, Cedar Rapids, Iowa on October 5, 1995, at
10:00 A.M. Central Time, for the following purposes:
1. To elect three directors, each to hold office for a three-year term;
2. To approve and ratify the appointment of Ernst & Young as independent
auditors; and
3. To transact such other business as may properly come before said meeting.
Stockholders of record as of the close of business on August 18, 1995,
will be entitled to vote at such annual meeting and any adjournment thereof.
Shares should be represented as fully as possible, since a majority of all
outstanding shares is required to constitute a quorum.
PLEASE MARK, SIGN, DATE AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED
SELF-ADDRESSED, STAMPED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING IN PERSON. You may revoke your proxy at the meeting should you be
present and desire to vote your shares in person, and you may revoke your proxy
for any reason at any time prior to the voting thereof, either by written
revocation prior to the meeting or by appearing at the meeting and voting in
person. Your cooperation is respectfully solicited.
By order of the Board of Directors,
Carroll Reasoner
Secretary
Cedar Rapids, Iowa
September 15, 1995
<PAGE> 3
MET-COIL SYSTEMS CORPORATION
5486 SIXTH STREET SW
CEDAR RAPIDS, IOWA 52404
(319) 363-6566
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 1995
INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors of
Met-Coil Systems Corporation (the "Company") in connection with the annual
meeting of stockholders to be held on October 5, 1995, at 10:00 A.M. Central
Time, and any adjournment thereof ("Annual Meeting"), at the Sheraton Inn, 525
33rd Avenue SW, Cedar Rapids, Iowa.
The cost of proxy solicitation will be borne by the Company. In
addition to the solicitation of proxies by the use of the mails, certain
officers and other regular employees of the Company may devote part of their
time (but will not be specifically compensated therefor) to solicit proxies
personally, by telephone, mail or facsimile to the extent necessary to ensure
sufficient representation at the annual meeting. Proxies may be revoked at any
time prior to the voting thereof. Revocation may be done prior to the meeting
by written revocation sent to the Assistant Secretary of the Company, 5486
Sixth Street SW, Cedar Rapids, Iowa 52404; or it may be done personally upon
oral or written request at the Annual Meeting.
This proxy statement was first mailed or delivered to stockholders on or about
September 15, 1995.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on August 18, 1995, is the record date for
determining the holders of common stock, $.01 par value ("Common Stock"), of
the Company entitled to notice of and to vote at the Annual Meeting.
As of August 18, 1995, the Company had outstanding voting securities
consisting of 2,942,004 shares of Common Stock, each share being entitled to
one vote on all matters to be voted upon by the holders of Common Stock. Each
holder of record of outstanding Common Stock at the close of business on August
18, 1995, will be entitled to vote at the Annual Meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, with respect to the Company's Common
Stock (the only class of voting securities), all persons known by the Company's
Board of Directors to be the beneficial owner of more than five percent of the
Company's voting securities as of August 18, 1995.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
------------------------------------ -------------- -------------------
<S> <C> <C>
Raymond H. Blakeman . . . . . . . . . . . . . . . . . . . . 141,321 (2) 4.8%
5486 Sixth Street, S.W.,
Cedar Rapids, Iowa 52404
First National Bank (ESOP Trustee) . . . . . . . . . . . . . 240,410 (3) 8.2%
200 First Street S.W.,
P.O. Box 5850
Cedar Rapids, Iowa 52406
Roy J. Carver, Jr. . . . . . . . . . . . . . . . . . . . . 590,133 (4) 19.1%
2415 Park Avenue
Muscatine, Iowa 52761
Construction Technology Inc. . . . . . . . . . . . . . . . 215,000 (5) 7.3%
570 Taxter Road
Elmsford, New York 10523
Michael J. Nonnenmann . . . . . . . . . . . . . . . . . . . . 224,000 (6) 7.4%
2513 24th Street
Rock Island, IL 61201
Met-Coil Retirement Trust . . . . . . . . . . . . . . . . . . 227,739 (7) 7.7%
5486 6th Street SW
Cedar Rapids, IA 52404
</TABLE>
2
<PAGE> 4
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote. Beneficial ownership as shown in the table arises from sole
voting and investment power unless otherwise indicated by footnote.
(2) Includes 9,000 shares subject to options exercisable by Mr. Blakeman,
a Director, Chairman and Chief Executive Officer, within 60 days.
Also includes 3,000 shares held by his spouse and with respect to
which Mr. Blakeman disclaims beneficial ownership. Also includes
7,960 shares allocated to his retirement accounts with respect to
which Mr. Blakeman has sole voting power. Effective May 5, 1995, Mr.
Blakeman was reinstated as Chief Executive Officer (see "Report on
Executive Compensation-Compensation Program Components" contained
herein).
(3) Includes a total of 240,410 shares held by the Met-Coil Systems
Corporation Employee Stock Ownership Plan (the "ESOP"), of which
175,516 shares have been allocated to the accounts of participants.
First National Bank, as Trustee, has shared voting and investment
power with respect to all of the shares.
(4) Includes 740 shares held in the name of minor children, with respect
to which Mr. Carver disclaims beneficial ownership. Includes 778
shares awarded to Mr. Carver as a participant in the Company's
Non-Employee Director Restricted Stock Plan, as to which Mr. Carver
has sole voting power. These 778 shares may not be sold or assigned
by Mr. Carver until they have vested. See "Directors'
Compensation-Restricted Stock Plan" herein. Includes 141,000 shares
issuable upon conversion of 47,000 shares of the Company's 6%
convertible preferred stock (the "preferred stock"), 15,000 shares of
which preferred stock are held by the John A. Carver, Trust and the
beneficial ownership thereof is hereby disclaimed by Mr. Carver.
(5) Includes 15,000 shares of common stock issuable upon conversion of
5,000 shares of preferred stock held by Construction Technology.
(6) Includes 66,000 shares of common stock issuable upon conversion of
23,000 shares of preferred stock held by Dr. Nonnenmann.
(7) Includes a total of 227,739 shares held by the Met-Coil Retirement
401(k) Plan, which have been allocated to the accounts of
participants. The participants have voting power with respect to
these shares.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with members of
each class serving a three-year term. Each class consists, as nearly as
possible, of one-third of the total number of directors. Currently, the Board
may have a maximum of eight members. Three directors have been nominated for
re-election by the Board to serve until the 1998 Annual Meeting and until their
successors shall be elected and qualified: Roy J. Carver, Keith Moore and
Harold G. Spriggs. Information with respect to the nominees, and the directors
who are continuing in office and whose terms do not expire this year, is set
forth below.
Effective August 10, 1995 K. John Del Vecchio voluntarily resigned as
a director and officer of the Company. His term as a director would otherwise
have expired in 1996. The Board of Directors has appointed Dr. Michael
Nonnenmann to fulfill the unexpired term of Mr. Del Vecchio.
Proxies will be voted FOR the election of each of the nominees named
below unless otherwise specified in the proxies. If any of said nominees is
not a candidate for election as a director at the Annual Meeting, an event
which the Board of Directors does not anticipate, the proxies will be voted for
a substitute nominee or nominees appointed by the Board of Directors.
The election of directors requires the vote of a plurality of the
voting power present in person or represented by proxy at the Annual Meeting,
assuming a quorum is present. Abstentions and broker non-votes will not be
included in the vote totals and are counted only for the purposes of
determining whether a quorum is present at the annual meeting.
3
<PAGE> 5
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED BELOW,
FOR TERMS EXPIRING IN 1998
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR LAST 5 YEARS AND DIRECTORSHIPS
---- --- -------- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
E. Keith Moore 73 1990 President, Hurco International Inc., a subsidiary of Hurco
Companies, Inc. a manufacturer of machine tools. Prior thereto, served in a variety of
advisory capacities to Hurco. Since October 1985, a director of Hurco Companies, Inc.
Roy J. Carver, Jr. 52 1993 Chairman of Carver Pump Co., a manufacturer of pumps, since
1982. A Director of Bandag, Inc. and Iowa First Bancshares, both companies of
Muscatine, Iowa.
Harold G. Spriggs 58 1989 Vice Chairman of the Company since August 1990, Vice
President since 1986, President of Met-Coil Automation since May 1990, and President
of Rowe Machinery and Automation, Inc., a subsidiary of the Company, since 1986.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR LAST 5 YEARS AND DIRECTORSHIPS
---- --- -------- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Raymond H. Blakeman 71 1977 Chairman of the Company since July 1986 and CEO of the
Term Expires 1997 Company from July 1986 to December 1988, from June 1990 to May 31,1994 and from May 1995
to present. From November 1989 to October 1991, Chairman and CEO of ABW, Inc., which
was formed to invest in machine tool and related capital goods industries.
Gary M. Neal 45 1993 President and CEO of Watlow Electric Manufacturing Co., a maker
Term Expires 1997 of heat sensors and controls, since 1991. Prior thereto Vice President of International
Operations from 1987 to 1991.
John F. Logan 59 1993 President, CEO and Director of Advanced Assembly Automation,
Term Expires 1996 Inc. a manufacturer of automated assembly and test systems, since 1984. A Director of
the Association for Manufacturing Technology (AMT) of McLean, VA.
Frank W. Jones 55 1987 Independent Management Consultant since 1987. A director of
Term Expires 1996 Jason, Inc. of Milwaukee, WI; Modine Mfg. Co. of Racine, WI; Ingersoll
International, Inc. of Rockford, IL; Star Cutter Co. of Farmington Hills, MI; Gardner
Publications, Inc. and General Tool Co. both of Cincinnati, OH; and TRAK International
of Port Washington, WI.
Michael J. Nonnenmann 48 1995 President of Michael J. Nonnenmann, DDS, M.S., LTD Orthodontics since 1976.
Term Expires 1996
</TABLE>
4
<PAGE> 6
DIRECTORS' COMPENSATION
RETAINER AND FEES. The Company has a compensation policy whereby
directors who are not officers of the Company or its subsidiaries receive an
annual retainer. For the fiscal year ended May 31, 1995, the annual retainer
was $6,500. During the fiscal year ended May 31, 1995 Messrs. Moore, Jones,
Logan, Neal, and Carver received $4,000 of the retainer in cash. In 1994,
Messrs. Jones, Logan, Neal, and Carver elected to receive $2,500 per year in
the form of restricted Common Stock of the Company pursuant to the Company's
Restricted Stock Plan. Mr. Neal received a three-year award consisting of
2,344 shares of which 781 shares will vest this year. Messrs. Jones and Logan
are eligible to receive vested awards of 777 each. Messrs Carver and Moore
are eligible to receive 778 and 2,000 respectively. See "Restricted Stock
Plan" below.
In addition, directors receive a fee of $1,000 for each Board meeting
attended, $500 for each Board committee meeting attended that is not held in
conjunction with a regularly scheduled Board meeting, $250 for each committee
meeting held in conjunction with a Board meeting, and expense reimbursement.
Directors who are also full time employees of the Company are not paid for
their services as directors or for attendance at meetings but are reimbursed
for their expenses.
RESTRICTED STOCK PLAN. This plan, pursuant to which 40,000 shares of
Common Stock have been reserved, provides for awards of Common Stock to
eligible directors who elect to receive such awards in lieu of $2,500 of their
annual cash retainer. Persons who were members of the Board on the effective
date of the plan, or who initially take office during the term of the plan, and
who are not and have never been employees of the Company or any subsidiary, are
eligible to participate in the plan.
At the annual meeting held in October every year (the "Award Date"),
each director elected at the meeting who chooses to participate receives an
award ("Award") of shares of restricted Common Stock representing that number
of whole shares of the Company's Common Stock having an aggregate value of
$7,500 (the $2,500 from the annual retainer that the director has elected not
to receive multiplied by the three years of the Award), based upon the average
last bid and asked prices of the Common Stock for the most recent 20
consecutive trading days immediately preceding the date of the Award. Awards
are made for a three-year period ("Award Cycle") and vest at the rate of 33-1/3
percent on each anniversary date during the applicable Award Cycle, subject to
the participant being a director on such anniversary date. Participants who
are first elected to office subsequent to the Award Date and who elect to
participate, receive an Award upon the effective date of their election which
will be a prorated Award based upon the number of full months remaining in the
three-year cycle. Upon the full vesting of an Award, each participant who
continues to serve as a director of the Company and who chooses to continue
participation shall, subject to the plan remaining in effect, receive an
additional Award.
No shares of Common Stock awarded to participants under the Plan may
be sold, assigned, transferred, pledged or otherwise encumbered before they
vest. A participant forfeits all unpaid accumulated dividends and all shares
of Common Stock that have not vested prior to the date that his or her term as
a director of the Company expires or is terminated. Subject to the foregoing
restrictions, each participant has all the rights of a stockholder with respect
to the vested and non-vested Award shares, including, the right to vote the
shares and receive dividends.
5
<PAGE> 7
BOARD COMMITTEES
The Audit Committee of the Board of Directors held three meetings
during fiscal 1995. This committee is responsible for reviewing with the
Company's financial management and its independent auditors the proposed audit
program for each fiscal year, the results of the audits, and the adequacy of
the Company's systems of internal accounting control. The committee recommends
to the Board of Directors the appointment of the independent auditors for each
fiscal year. Director Moore is Chairman, and Directors Jones, Carver, Logan,
Neal and Nonnenmann are members of this committee.
The Compensation Committee of the Board of Directors held two meetings
during fiscal 1995. The committee is responsible for at least annually
reviewing and fixing the salaries and other compensation of the Company's
Chairman and Chief Executive Officer and for reviewing and acting upon
recommendations as to the compensation of other executive officers. The
committee also administers the Company's Incentive Bonus Plan, Stock Option
Plan, and considers alternative means of compensation for the Company's
employees. Director Jones is Chairman and Directors Carver, Logan, Neal,
Nonnenmann and Moore are members of this committee.
The Nominating Committee of the Board of Director's was formed during
fiscal 1995 and held one meeting during fiscal 1995. The Nominating Committee
is responsible for reviewing and recommending members for election to the
Board. The Committee will also consider nominations by any stockholder
entitled to vote for the election of directors at the meeting who complies with
the following: (a) such nomination shall be made by timely notice in writing to
the Secretary of the Company, (b) to be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal office of the Company not
less than 30 days prior to the date of the meeting is given or made to
stockholders, (c) notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, (d) the notice shall set forth (i) as to each person nominated for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations or proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the stockholder giving the
notice (x) the name and address, as they appear on the Company's books, of such
stockholder and (y) the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder. Director Neal is
Chairman and Directors Carver, Logan, Jones, Nonnenmann and Moore are members
of this committee.
The Board of Directors of the Company held four regular meetings
during fiscal 1995, some of which were combined with committee meetings and, in
addition, held various other meetings via telephone conference without fees.
Each director attended at least 75 percent of these meetings and at least 75
percent of the meetings held by all Board committees on which he served.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information regarding the Common Stock
of the Company (i) beneficially owned by each director, nominee and identified
executive officer as of August 18, 1995, and (ii) beneficially owned by all
directors and executive officers as a group as of that date.
6
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares
and Nature of
Beneficial Percent of
Name and Address of Beneficial Owner Ownership (1) Class
------------------------------------ ----------------- -------------
<S> <C> <C>
Raymond H. Blakeman 141,321 (2) 4.8%
Frank W. Jones 25,978 (3) *
Michael J. Nonnenmann 224,000 (4) 7.4%
Harold G. Spriggs 122,780 (5) 4.2%
E. Keith Moore 20,377 (6) *
Roy J. Carver Jr. 590,133 (7) 19.1%
Gary M. Neal 8,673 (8) *
John F. Logan 18,311 (9) *
James D. Heitt 29,869 (10) *
John J. Toben 6,318 (11) *
Ronald C. Drabik 50,894 (12) 1.7%
All Directors & Executive Officers as a Group 1,246,921 (13) 39.2%
(12 individuals)
</TABLE>
(1) Nature of beneficial ownership is direct, and beneficial ownership
arises from sole voting and investment power, unless otherwise
indicated by footnote.
(2) See "Principal Shareholders" herein.
(3) 20,000 shares are held in a directed retirement trust for Mr. Jones'
benefit. Includes 1,554 shares awarded to Mr. Jones as a participant
in the Company's Non-Employee Director Restricted Stock Plan, as to
which Mr. Jones has sole voting power. These 1,554 shares may not be
sold or assigned by Mr. Jones until they have vested. See "Directors'
Compensation-Restricted Stock Plan" herein.
(4) See "Principal Shareholders" herein.
(5) Includes 14,500 shares subject to options exercisable by Mr. Spriggs
within 60 days. Also includes 8,747 shares allocated to his
retirement accounts with respect to which he has sole voting power.
(6) Includes 2,000 shares awarded to Mr. Moore as a participant in the
Company's Non-Employee Director Restricted Stock Plan, as to which Mr.
Moore has sole voting power. These 2,000 shares may not be sold or
assigned by Mr. Moore until they have vested. See "Directors'
Compensation-Restricted Stock Plan" herein. Also includes 7,500 shares
of common stock issuable upon conversion of 2,500 shares of preferred
stock held by Mr. Moore.
(7) See "Principal Shareholders" herein.
(8) Includes 2,344 shares awarded to Mr. Neal as a participant in the
Company's Non-Employee Director Restricted Stock Plan as to which Mr.
Neal has sole voting power. These 2,344 shares may not be sold or
assigned by Mr. Neal until they have vested. See "Directors
Compensation-Restricted Stock Plan" herein. Also includes 3,552 shares
of common stock issuable upon conversion of 1,184 shares of preferred
stock held by Mr. Neal.
(9) Includes 1,554 shares awarded to Mr. Logan as a participant in the
Company's Non-Employee Director Restricted Stock Plan, as to which Mr.
Logan has sole voting power. These 1,554 shares may not be sold or
assigned by Mr. Logan until they have vested. See "Directors'
Compensation-Restricted Stock Plan" herein. Also includes 15,000
shares of common stock issuable upon conversion of 5,000 shares of
preferred stock held by Mr. Logan.
(10) Includes 12,500 shares subject to options exercisable by Mr. Heitt
within 60 days. Also includes 3,806 shares allocated to his
retirement accounts with respect to which he has sole voting power.
(11) Includes 1,500 shares subject to options exercisable by Mr. Toben
within 60 days. Also includes 3,418 shares allocated to his
retirement accounts with respect to which he has sole voting power.
(12) Effective May 5, 1995 Mr. Drabik resigned as President and Chief
Executive Officer. Includes 17,000 shares subject to options
exercisable by Mr. Drabik within 60 days, Also includes 9,367 shares
allocated to his retirement accounts with respect to which he has sole
voting power. Also includes 9,000 shares of common stock issuable
upon conversion of 3,000 shares of preferred stock held by Mr.
Drabik.
(13) Includes 8,250 shares subject to options exercisable within 60 days,
in addition to the shares subject to options described in the Notes
above.
* Ownership is less than 1% of the class.
7
<PAGE> 9
REPORT ON EXECUTIVE COMPENSATION
Following is the report on executive compensation from the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee is composed of the five independent, non-employee
directors: Messrs. Jones (Committee Chairman), Carver, Logan, Neal, and Moore.
EXECUTIVE COMPENSATION POLICY
It is the philosophy of the Company that executive compensation be
linked to corporate performance and shareholder value, and meet the following
objectives:
- To attract and retain high quality key employees.
- To align pay programs with annual and long-term strategy, and to
focus management on the attainment of those goals.
- To provide incentive compensation opportunities that link
rewards with achievement and that establish a mutuality of
interest with shareholders.
COMPENSATION PROGRAM COMPONENTS
The Committee regularly reviews the Company's pay programs to assure that
they are competitive with companies of similar size and complexity, that they
reflect Company performance, and that they recognize both team and individual
performance on a balanced basis. The Chief Executive Officer's input is
considered in establishing compensation programs, setting measures and goals,
and in making individual awards.
BASE COMPENSATION - Base compensation guidelines are determined through
market comparisons, especially with companies within the Company's industry.
Base pay levels are generally set around the median levels according to data
relied upon by the committee. Actual salaries are also based on individual
performance for each position. One of the guides utilized in this process is
the Association for Manufacturing Technology ("AMT") Annual Executive
Compensation Survey. AMT is comprised of private and public companies within
the machine tool industry. Some but not all of these companies are reflected
in the peer group utilized in the performance graph included herein.
ANNUAL INCENTIVE COMPENSATION - The Company's executive officers and senior
management are eligible to participate in an annual bonus plan with awards
based primarily on the attainment of written targets as to company sales,
operating profit and return on capital. The purpose of this plan is to provide
competitive rewards for the attainment of financial objectives that the
Committee believes will enhance share price over time. The plan primarily
focuses on consistent earnings growth. At the discretion of the Committee,
actual awards are subject to decrease or increase on the basis of the Company
or individual performance.
STOCK OPTIONS - The Committee believes that by providing persons having
substantial responsibility for the performance of the Company with an
opportunity for increased ownership of Company stock, the best interest of
shareholders and executives will be aligned. Therefore, executives are
eligible to receive stock options from time to time pursuant to the Company's
stock option plan.
CHIEF EXECUTIVE OFFICER COMPENSATION - Effective May 5, 1995, Ronald C.
Drabik, President & Chief Executive Officer of the Company, with an annual
salary of $150,000, resigned in order to pursue other interests. During the
past fiscal year Mr. Drabik was granted stock options of 22,000 (see options
granted herein). There was no bonus granted to Mr. Drabik for the fiscal year
ended May 31, 1995.
Mr. Blakeman, Chairman of the Board, was reinstated as Chief Executive
Officer at the time of Mr. Drabik's resignation. Mr. Blakeman, has a base
compensation (which is also set out elsewhere in this proxy statement) of
$79,000 for the last fiscal year. There have been no bonus or stock option
grants to Mr. Blakeman during the three year period ending May 31, 1995.
8
<PAGE> 10
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid or accrued by the
Company for services rendered in all capacities to the Company and its
subsidiaries for the fiscal years ended May 31, 1995, 1994, and 1993 by the
Chief Executive Officer and each of the four most highly compensated executive
officers of the Company, other than the Chief Executive Officer.
<TABLE>
<CAPTION>
NAME & PRINCIPAL BONUS ALL OTHER
POSITION YEAR SALARY CASH & STOCK OPTIONS (#) COMPENSATION
------------------------------- ---- ------ ---------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Raymond H. Blakeman(1) 1995 $ 79,000 -- -- -- $ 7,521(1)
Chairman & CEO 1994 158,000 -- -- -- 17,858
1993 158,000 -- -- -- 17,452
Ronald C. Drabik(2) 1995 150,000 -- -- 22,000 11,394(2)
President & CEO 1994 126,000 -- -- -- 5,985
1993 44,625 -- -- 40,000 28,920
Harold G. Spriggs 1995 130,000 4,875 -- 20,000 10,270(3)
Vice Chairman & 1994 135,833 -- -- -- 69,295
Vice President 1993 148,750 -- -- -- 88,626
James D. Heitt 1995 135,551 -- -- 25,000 10,332(4)
Vice President 1994 121,468 13,000 7,000 -- 6,084
1993 117,000 17,650 9,900 -- 6,481
K. John DelVecchio 1995 130,000 -- -- 20,000 11,299(5)
Vice President 1994 125,000 13,000 7,000 -- 5,449
1993 50,484 -- -- 30,000 5,000
John J. Toben 1995 80,000 4,000 6,165(4)
Vice President 1994 77,175 -- -- -- 6,356
1993 73,500 4,800 1,200 -- 4,015
</TABLE>
-------------
(1) Effective May 5, 1995, Mr. Blakeman accepted the title of Chief
Executive Officer. Other compensation includes Company contributions
to 401(k) and ESOP retirement plans.
(2) Effective May 5, 1995 Mr. Drabik resigned as President and CEO. Other
compensation includes Company contributions to 401(k) and ESOP Plans.
(3) Other compensation includes Company contributions to 401(k) and ESOP
retirement plans. Prior years also include consulting fee. (See
"Employment Agreements" herein.)
(4) Other compensation includes Company contributions to 401(k) and ESOP
retirement plans.
(5) Effective August 10, 1995, Mr. Del Vecchio, voluntarily resigned as
an officer and director of the Company.
EMPLOYMENT AGREEMENTS
In connection with Mr. Drabik's resignation he was granted a full
salary extension until December 31, 1995 or upon commencement of subsequent
employment (whichever occurs first). If Mr. Drabik has not commenced
employment as of January 1, 1996 the Company will continue payments for a
period of 12 weeks equal to one half of his base gross salary prior to his
resignation. There will also be a onetime payment of $2,100 during this
subsequent period.
In connection with the Company's December 30, 1986 acquisition of Rowe
Machinery and Automation, Inc. ("Rowe"), Rowe entered into an employment
agreement and a separate consulting agreement with Mr. Spriggs. The consulting
agreement commenced upon termination of the employment agreement in 1989 and
provided for annual consulting fees of $80,000 over its four year term which
was completed in December 1993.
9
<PAGE> 11
OPTIONS GRANTED
The following table details certain information concerning options
granted during fiscal 1995 to the named executives:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
----------------------------------------------------------------------------------- -------------------
Number of % of Total
Securities Options/SARs
Underlying Granted To Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Share) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
K. John Del Vecchio 20,000 11% 3.33 8/24/2004 41,884 106,143
James D. Heitt 25,000 14% 3.33 8/24/2004 52,355 132,679
Harold Spriggs 20,000 11% 3.33 8/24/2004 41,884 106,143
Ronald C. Drabik 22,000 13% 3.33 8/24/2004 46,073 116,758
John J. Toben 4,000 2% 3.33 8/24/2004 8,377 21,229
____________________________________________________________________________________________________________
</TABLE>
OPTIONS AT FISCAL YEAR END
The following table provides data for options of common stock held by the named
officers at May 31, 1995.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities Underlying In-The-Money Options at
Unexercised Options at Fiscal Year End Fiscal Year End (1)
Name Exercisable / Unexercisable Exercisable / Unexercisable
----------- ----------------------------- ---------------------------
<S> <C> <C> <C> <C>
Raymond H. Blakeman 9,000 / -- $ -- / $ --
Harold G. Spriggs 14,500 / 15,000 / --
James D. Heitt 18,750 / 18,750 -- / --
Ronald C. Drabik 17,000 / 35,000 11,280 / 16,920
K. John Del Vecchio 23,000 / 27,000 20,250 / 13,500
John J. Toben 3,000 / 1,500 -- / --
</TABLE>
(1) Total value of options based on closing price of Company stock as of
May 31, 1995 which was $2.75.
10
<PAGE> 12
Corporate Performance Graph
The following graph reflects a five year comparison of cumulative
total shareholder return on the common stock of the Company, the NASDAQ Total
Return Index (U.S. companies), and the NASDAQ Industry Group Machine Tools
Index.
Comparison of Five-Year Cumulative Total Returns
Performance Report for
MET-COIL SYSTEMS CORPORATION
Prepared by the Center for Research in Security Prices
Produced on 07/21/95 including data to 05/31/95
Company Index: CUSIP Ticker Class Sic Exchange
59085010 METS 3540 NASDAQ
Fiscal Year-end is 05/31/95
Market Index: Nasdaq Stock Market (US Companies)
Peer Index: NASDAQ Stocks (SIC 3540-3549 US Companies)
Metalworking Machinery and Equipment
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
05/31/90 100.000 100.000 100.000
06/29/90 88.235 100.738 101.055
07/31/90 94.824 95.680 80.893
08/31/90 78.526 83.611 63.079
09/28/90 75.563 75.689 60.152
10/31/90 62.228 72.714 49.762
11/30/90 35.559 79.640 62.514
12/31/90 42.226 83.078 65.936
01/31/91 50.375 92.273 72.148
02/28/91 62.228 101.152 80.118
03/28/91 29.632 107.906 84.239
04/30/91 29.632 108.604 83.018
05/31/91 23.706 113.577 89.389
06/28/91 47.412 106.670 88.823
07/31/91 56.301 112.972 95.690
08/30/91 38.522 118.576 95.786
09/30/91 20.743 119.010 103.906
10/31/91 26.669 122.957 96.716
11/29/91 35.559 118.839 95.023
12/31/91 26.669 133.323 110.907
01/31/92 35.559 141.153 140.251
02/28/92 59.265 144.354 155.799
03/31/92 62.228 137.548 141.006
04/30/92 48.893 131.670 138.908
05/29/92 47.412 133.399 154.185
06/30/92 44.449 128.190 152.430
07/31/92 44.449 132.724 158.581
08/31/92 45.930 128.661 138.701
09/30/92 38.522 133.431 132.687
10/30/92 29.632 138.678 134.907
11/30/92 47.412 149.707 158.988
12/31/92 35.559 155.241 174.555
01/29/93 38.522 159.662 182.530
</TABLE>
Comparison of Five-Year Cumulative Total Returns
Performance Report for
MET-COIL SYSTEMS CORPORATION
Prepared by the Center for Research in Security Prices
Produced on 07/21/95 including data to 05/31/95
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
02/26/93 47.412 153.683 184.925
03/31/93 53.338 158.155 186.698
04/30/93 47.412 151.402 158.479
05/28/93 97.787 160.416 169.304
06/30/93 88.897 161.168 159.228
07/30/93 94.824 161.383 147.553
08/31/93 71.118 169.697 166.177
09/30/93 77.044 174.757 166.100
10/29/93 80.007 178.712 166.431
11/30/93 77.044 173.375 167.014
12/31/93 71.118 178.207 181.753
01/31/94 65.191 183.611 188.417
02/28/94 59.265 181.943 179.936
03/31/94 65.191 170.747 182.386
04/29/94 71.118 168.540 177.211
05/31/94 59.265 168.961 161.430
06/30/94 62.228 162.805 133.689
07/29/94 65.191 166.146 139.723
08/31/94 72.599 176.726 151.101
09/30/94 74.081 176.278 152.928
10/31/94 82.971 179.688 142.927
11/30/94 74.081 173.715 130.748
12/30/94 74.081 174.244 138.539
01/31/95 75.563 175.220 142.510
02/28/95 68.154 184.441 155.677
03/31/95 71.118 189.823 161.909
04/28/95 74.081 195.907 167.132
05/31/95 65.191 201.050 165.544
</TABLE>
The index level for all series was set to 100.0 on 05/31/90
11
<PAGE> 13
PROPOSAL 2 - APPROVAL AND RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors desires to obtain from the stockholders a
ratification of the Board's action in appointing Ernst & Young as independent
auditors for the fiscal year ending May 31, 1996.
Ernst & Young has been serving the Company since 1993. It has no
direct or indirect financial interest in the Company.
On October 5, 1995, prior to the annual meeting, the Audit Committee
is expected to recommend and the Board of Directors is expected to approve the
appointment of Ernst & Young as independent auditors. It is expected that a
representative of Ernst & Young will be present at the Annual Meeting to
respond to appropriate questions from stockholders and to make a statement if
he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION
WHICH WILL BE PRESENTED AT THE MEETING:
"RESOLVED, the appointment by the Board of Directors of the Company of
Ernst & Young as independent auditors of the Company for the fiscal
year ending May 31, 1996 be and hereby is approved and ratified."
In the event the resolution is not ratified, the adverse vote will be
considered a direction to the Board of Directors to select other auditors for
the following year. However, the appointment for the current year will be
permitted to stand unless the Board finds other good reasons for making a
change.
OTHER MATTERS
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the Company's proxy
statement and form of proxy relating to, and to be presented at, the annual
meeting of stockholders of the Company to be held in 1996 must be received by
the Company on or before May 8, 1996.
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented at the Annual Meeting. Should any other business come before the
meeting, it is the intention of the persons named in the enclosed proxy form to
vote in accordance with their best judgment.
By Order of the Board of Directors,
Carroll Reasoner
Secretary
Cedar Rapids, Iowa
September 15, 1995
12
<PAGE> 14
PROXY PROXY
MET-COIL SYSTEMS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 5, 1995
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MESSRS. MOORE, SPRIGGS AND
CARVER AND "FOR" THE APPOINTMENT OF ERNST & YOUNG.
The undersigned hereby constitutes and appoints GARY NEAL, FRANK JONES
and JOHN LOGAN, or any one or more of them, as Proxies, each with full power of
substitution, to vote for the undersigned all of the shares of Common Stock of
MET-COIL SYSTEMS CORPORATION registered in the name of the undersigned at the
annual meeting of stockholders of said corporation to be held October 5, 1995
and at any and all adjournments thereof, upon the following matter, which is
more fully described in the Proxy Statement.
The right to revoke this proxy at any time before it is voted is
reserved. When properly executed, this proxy will be voted or withheld in
accordance with the specifications made herein. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF MESSRS. MOORE, SPRIGGS and CARVER
and "FOR" THE APPOINTMENT OF ERNST & YOUNG.
PLEASE SIGN ON THE REVERSE SIDE
<PAGE> 15
MET-COIL SYSTEMS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
<TABLE>
[ ]
<S><C>
1. The election of KEITH MOORE, For All 2. To ratify the appointment
HAROLD SPRIGGS and ROY CARVER For Withheld Except of Ernst & Young as For Against Abstain
as directors for a term of / / / / / / independent auditors of / / / / / /
three years. the Company for the
fiscal year ending May
For all except nominees written in below. 31, 1996.
__________
Nominee
Exception
3. The Proxies are authorized For Against Abstain
to vote in their discretion / / / / / /
upon such other matters as
may properly come before
the meeting.
The powers hereby granted may be exercised by a
majority of said Proxies or their substitute
present and acting at said annual meeting or any
adjournment thereof or, if only one be
present and acting, then by that one. The
undersigned hereby revokes any and all proxies
heretofore given by the undersigned to vote at
said meeting.
Signature: ____________________________________________
Signature: ____________________________________________
Dated and Signed ________________________________, 1995
The signature to this proxy should conform exactly to the
name as shown. When shares are held by joint tenants, all
such tenants must sign. When signing as an attorney,
executor, administrator, trustee, or guardian, give the title
as such. If signer is a corporation, please sign full
corporate name by an authorized officer and affix corporate
seal. If signer is a partnership, please sign partnership
name by a general partner or other authorized person.
</TABLE>
