<PAGE> 1
MET-COIL SYSTEMS CORPORATION
Notice of Annual Meeting of Stockholders
To Be Held On
October 6, 1998
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 October 6, 1998 at
10:00 am Central Time, for the following purposes:
1. To elect two directors, each to hold office for a three-year
term;
2. To approve and ratify the appointment of McGladrey & Pullen, LLP 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 17, 1998,
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 4, 1998
<PAGE> 2
MET-COIL SYSTEMS CORPORATION
5486 SIXTH STREET SW
CEDAR RAPIDS, IA 52404
319-363-6566
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 6, 1998
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 6, 1998 at 10:00 am Central Time,
and any adjournment thereof ("Annual Meeting"), at the Crowne Plaza Hotel, 350
First Avenue NE, 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 thereof) 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 at the principal
executive office 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 4, 1998.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on August 17, 1998 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 17, 1998, the Company had outstanding voting securities
consisting of 3,197,807 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
17, 1998, will be entitled to vote at the Annual Meeting.
<PAGE> 3
BOARD OF DIRECTORS
PROPOSAL 1 - NOMINEES FOR ELECTION
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. Two directors have been nominated for re-election by
the Board to serve until the year 2001 Annual Meeting or until their successors
shall be elected and qualified: E. Keith Moore and Roy J. Carver, Jr.
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.
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 majority 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED BELOW,
FOR TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION FOR LAST 5 YEARS
NAME AGE SINCE AND DIRECTORSHIPS
- ---- --- -------- -----------------
<S> <C> <C> <C>
E. Keith Moore 76 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.
A director of Hurco Companies, Inc.
Roy J. Carver, Jr. 55 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 and
Catalyst Inc. of Milwaukee, WI.
DIRECTORS CONTINUING IN OFFICE
DIRECTOR PRINCIPAL OCCUPATION FOR LAST 5 YEARS
NAME AGE SINCE AND DIRECTORSHIPS
- ---- --- -------- -----------------
<S> <C> <C> <C>
James D. Heitt 58 1997 Director, President and Chief Operating Officer since August
Term expires in 1999 1997. Executive Vice President-Operations of Met-Coil
October 1996 to August 1997. Vice President of Met-Coil
June 1990 to October 1996. Executive Vice President of
Lockformer since October 1996. President of Iowa
Precision since July 1986.
Michael J. Nonnenmann 51 1995 President of Michael J. Nonnenmann, DDS, M.S., LTD
Term expires in 1999 Orthodontics since 1976.
Raymond H. Blakeman 74 1977 Chairman of the Board of Met-Coil Systems Corporation
Term expires in 2000 since July 1986. CEO of the Company from July 1986 to
December 1988, from June 1990 to May 1994 and from
May 1995 to December 1996.
Gary M. Neal 48 1993 President and CEO of Watlow Electric Manufacturing Co.,
Term expires in 2000 a manufacturer of heat sensors and controls, since 1991.
</TABLE>
<PAGE> 4
DIRECTOR COMPENSATION
RETAINER AND FEES. The Company has a Compensation policy whereby the
directors who are not officers of the Company or its subsidiaries receive an
annual retainer plus fees for Board meetings attended. The following schedule
details the meeting fees for the directors: annual retainer $7,500, regular
board meeting attended $1,500, Audit, Compensation and Nominating Committee
meetings $400, Executive Committee meetings $2,000, and Telephone meetings
$400. In addition, committee chairpersons for the Audit, Compensation and
Nominating Committees receive an additional $300 per meeting and the Executive
Committee Chairman an additional $1,000 per meeting. All or portions of these
fees are paid in cash or as explained in the following section. All directors
are reimbursed for reasonable expenses incurred to attend meetings.
DEFERRED COMPENSATION AND PERFORMANCE UNIT PLAN. The "Deferred
Compensation and Performance Unit Plan" was established to further the
Company's long term growth and to provide nonemployee directors with the
opportunity to elect to defer all or a portion of their annual fees (other then
amounts payable in the form of stock option grants). Pursuant to this plan,
160,000 shares of Common Stock have been reserved.
Compensation deferred under the Plan shall be credited in awards of
Performance Units, which shall be equal to the dollar amount deferred by the
participant divided by the value of one share of the Company's Common Stock.
Any dividends declared on the Company's Common Stock shall also be credited in
the form of performance units equal to the dividend paid on a share of Common
Stock multiplied by the number of performance units credited to the
participant's account, divided by the value of one share of the Company's
Common Stock as of the record date. One Performance Unit shall at all times
have a value equal to the value of one share of the Company's Common Stock,
which shall be the average of the bid and asked prices of the Common Stock for
the most recent 20 consecutive trading days immediately preceding the valuation
date.
Participant's accounts shall be distributed as of the last day of the
calendar month following the month in which the earliest of the following
occurs: (i) the participant's services as a Director of the Company cease, (ii)
a change in control of the Company occurs or (iii) the Plan is terminated. A
participant may also select another distribution date for all or any portion of
a deferred amount, provided such distribution date shall not be before the
second Plan Year following the Plan Year in which the deferred amount is
otherwise payable.
Account distributions shall be made in either (i) a single sum cash
payment in an amount equal to the number of Performance Units to be distributed
multiplied by the value of one share of the Company's Common Stock, or (ii)
whole shares of the Common Stock equal to the number of full Performance Units
to be distributed.
Performance Units under the Plan may not be transferred, assigned, pledged
or hypothecated in any manner. Participants shall not have any voting rights
with respect to the Performance Units held in participant accounts and are not
shareholders of the Company with respect to such Performance Units unless
shares of Common Stock are actually issued under the Plan.
For the fiscal year ending May 31, 1998 the amounts deferred and awarded
as Performance Units under this Plan are as follows; Messrs. Carver 17,719;
Moore 7,438; Neal 7,055 and Nonnenmann 14,434 Performance Units, respectively.
STOCK OPTION PLAN. The "Nonemployee Directors Stock Option Plan" was
established to further the Company's long term growth and to provide
nonemployee directors the opportunity to acquire a stake in the future of the
Company. Pursuant to this plan, 100,000 shares of Common Stock have been
reserved.
Stock options are granted at the discretion of the Board, but in general
practice have been granted as part of the annual retainer and regular meeting
fees previously described. Grants of stock options are generally made equal to
$1,000 for the annual retainer, $500 for regular meetings, $150 for committee
meetings, $200 for Committee chairmen and $400 for telephone board meetings.
Grants are based upon the closing price of the Company's Common Stock on
the date of the meeting and are immediately exercisable to the participant.
The expiration of a grant is the earlier of 10 years from the date of grant or
during the three month period following the termination of service as a
Director of the Company. If an optionee's service as a director is terminated
for cause, all rights under his or her options shall expire upon such
termination.
<PAGE> 5
For the fiscal year ending May 31, 1998, the stock options granted under
this Plan are as follows: Messrs. Carver 1,899; Moore 2,297; Neal 2,282 and
Nonnenmann 2,297 stock options respectively.
DIRECTOR COMMITTEES AND MEETINGS
The Audit Committee of the Board of Directors held two meetings during
fiscal 1998. This committee is responsible for reviewing with the Company's
financial management, the proposed audit program for each fiscal year, the
results of the audit, 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. Messr. Keith
Moore is chairman of this committee and Messrs. Carver, Nonnenmann and Neal
serve as committee members.
The Compensation Committee of the Board of Directors held two meetings
during fiscal 1998. This committee is responsible for at least annually
reviewing and revising 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. During the past fiscal year, Messr Nonnenmann served as chairman of
this committee. Other Committee members are Messrs. Carver, Moore and Neal.
The Nominating Committee of the Board of Director's held one meeting
during fiscal 1998. 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 annual 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 no less than 30 days
prior to the time 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
stockholder's notice shall set forth (i) as to each person nominated in
solicitations or proxies 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 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.
At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Company that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the company unless nominated in accordance with the
provisions contained herein. The individual presiding at the meeting shall, if
the facts so warrant, determine and declare to the meeting that a nomination
was not made in accordance with such provisions and, if so determined, shall so
declare to the meeting that the defective nomination shall be disregarded.
Messr. Neal is Chairman of this committee and Messrs. Carver, Moore and
Nonnenmann serve as committee members.
The Board of Directors of the Company held four regular meetings during
fiscal 1998, some of which were combined with committee meetings and, in
addition, held various other meetings via telephone conference. 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.
<PAGE> 6
PRINCIPAL SHAREHOLDERS
OFFICER AND DIRECTOR OWNERSHIP OF SHARES
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 17, 1998 and (ii) beneficially owned by all
directors and executive officers as a group as of that date.
<TABLE>
<CAPTION>
NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENTAGE
NAME OF BENEFICIAL OWNER (1) OWNERSHIP (1) OF CLASS
- ------------------------------------------------------------- ---------------------- ----------
<S> <C> <C> <C>
Roy J. Carver, Jr. 788,823 (2) 22.0%
Michael J. Nonnenmnn 270,567 (3) 7.6%
Raymond H. Blakeman 143,363 (4) 4.0%
E. Keith Moore 26,560 (5) *
Gary M. Neal 10,955 (6)
James D. Heitt 80,963 (7) 2.3%
Randall J. Stodola 24,226 (8) *
John J. Toben 18,390 (9) *
---------
All Directors & Executive Officers as a Group (8 individuals) 1,363,847 38.1%
</TABLE>
(1) Nature of beneficial ownership is direct, and beneficial ownership
arises from sole voting and investment power, unless otherwise indicated by
footnote. The business address for all beneficial owners is 5486 Sixth
Street SW, Cedar Rapids, IA 52404.
(2) Includes 740 shares held in the name of minor children, with respect to
which Mr. Carver disclaims beneficial ownership. Includes 2,044
shares subject to options exercisable by Mr. Carver within 60 days.
Includes 291,000 shares issuable upon conversion of 97,000 shares of the
Company's 6% convertible Preferred Stock (the "Preferred Stock"), 40,000
shares of which Preferred Stock are held by the John A. Carver, Trust and
beneficial ownership of which are hereby disclaimed by Mr. Carver. See
"Directors' Compensation Non-Employee Stock Option Plan" herein.
(3) Includes 69,000 shares of Common Stock issuable upon conversion of
23,000 shares of Preferred Stock held by Dr. Nonnenmann. Includes 2,500
shares subject to options exercisable by Dr. Nonnenmann within 60 days.
See "Directors' Compensation Non-Employee Stock Option Plan" herein.
(4) Includes 5,000 shares held in the name of his spouse, with respect to
which Mr. Blakeman disclaims beneficial ownership. Also includes 11,570
shares allocated to his retirement accounts with respect to which Mr.
Blakeman has sole voting power.
(5) Includes 2,485 shares subject to options exercisable by Mr. Moore within
60 days. Also includes 10,500 shares of Common Stock issuable upon
conversion of 3,500 shares of preferred shock held by Mr. Moore. See
"Directors' Compensation Non-Employee Stock Option Plan" herein.
(6) Includes 2,470 shares subject to options exercisable by Mr. Neal within
60 days. Also includes 3,552 shares of Common Stock issuable upon
conversion of 1,184 shares of preferred shock held by Mr. Neal. See
"Directors' Compensation Non-Employee Stock Option Plan" herein.
(7) Includes 62,500 shares subject to options exercisable by Mr. Heitt
within 60 days. Also includes 11,246 shares allocated to his retirement
accounts with respect to which he has sole voting power.
(8) Includes 14,500 shares subject to options exercisable by Mr. Stodola
within 60 days. Also includes 6,500 shares allocated to his retirement
accounts with respect to which he has sole voting power.
(9) Includes 7,000 shares subject to options exercisable by Mr. Toben within
60 days. Also includes 6,118 shares allocated to his retirement accounts
with respect to which he has sole voting power.
* Ownership is less than 1% of the class.
<PAGE> 7
SHARES HELD BY OTHERS
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, other than directors and officers, as of August
17, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
- ------------------------------------ ------------ -----
<S> <C> <C>
First National Bank (ESOP Trustee) .............................................. 168,847 (2) 4.7%
200 First Street SW
Cedar Rapids, Iowa 52406
Construction Technology, Inc. .................................................... 219,382 (3) 6.1%
570 Taxter Road
Elmsford, New York 10523
Met-Coil Retirement Trust ........................................................ 248,881 (4) 6.9%
5486 6th Street SW
Cedar Rapids, Iowa 52404
</TABLE>
(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 a total of 168,847 shares held by the Met-Coil Systems
Corporation Employee Stock Ownership Plan (the "ESOP"), which have been
allocated to the accounts of participants. First National Bank, as
Trustee, has shared voting and investment power with respect to all of
such shares.
(3) Includes 15,000 shares of Common Stock issuable upon conversion of 5,000
shares of Preferred Stock held by Construction Technology.
(4) Includes a total of 248,881 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.
COMPENSATION OF EXECUTIVE OFFICERS
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 four independent, non-employee directors.
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.
<PAGE> 8
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 shareholder value 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. Stock options are granted at the discretion of the Board of
Directors. No stock options were granted to executive officers during the year
ended May 31, 1998.
CHIEF EXECUTIVE OFFICER COMPENSATION - Mr. Blakeman served as Chief Executive
Officer of the Company until December 31, 1996. At that time, the Board of
Directors appointed an Executive Committee to fulfill the vacancy of the CEO.
This committee is chaired by Messr. Moore. Messrs. Neal, Blakeman, Heitt and
Stodola are committee members.
<PAGE> 9
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, 1998, 1997, and 1996, by the
Chief Executive Officer and highly compensated executive officers of the
Company, other than the Chief Executive Officer whose total salary plus bonus
exceed $100,000.
<TABLE>
<CAPTION>
Name & Principal Bonus All Other
Position Year Salary Cash & Stock Options Compensation
- ----------------------- ---- ------- ------ ------- ------- --------------
(#)
<S> <C> <C> <C> <C> <C> <C>
Raymond H. Blakeman 1998 $ 79,000 0 0 0 $ 4,450 (1)
Chairman 1997 158,000 0 0 0 11,879
1996 131,667 0 0 0 9,326
James D. Heitt 1998 175,000 $ 35,000 $ 15,000 0 8,000 (1)
President & 1997 150,000 12,500 12,500 50,000 10,975
Chief Operating Officer 1996 136,500 0 0 10,000 7,312
Randall J. Stodola 1998 110,000 21,000 9,000 0 5,500 (1)
Vice President & 1997 95,000 5,500 5,500 25,000 7,350
Controller
John J. Toben 1998 105,000 36,400 15,600 0 5,525 (1)
Vice President 1997 90,000 5,000 5,000 5,000 7,401
</TABLE>
(1) Other compensation includes Company contributions to 401(k) and ESOP
retirement plans.
<PAGE> 10
STOCK OPTION EXERCISES IN FISCAL 1998
AND YEAR-END OPTION VALUES
The following table sets forth information concerning the aggregate number
of options held and the value of unexercised "in-the-money" options held at May
31, 1998 (the difference between the aggregate exercise price of all such
options held and the market value of the shares covered by such options at May
31, 1998).
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options at
Options at Fiscal End Fiscal year End (1)
Name Exercisable / Unexercisable Exercisable / Unexercisable
- ---- -------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Raymond H. Blakeman 0 / 0 0 / 0
James D. Heitt 62,500 / 87,500 $26,150 / $66,000
Randall J. Stodola 14,500 / 27,000 9,338 / 25,738
John J. Toben 7,000 / 9,500 2,138 / 5,613
</TABLE>
(1) Total value of options based upon closing price of Company's Common Stock
as of May 31, 1998, which was $3.43.
<PAGE> 11
STOCK 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 Graph for
MET-COIL SYSTEMS CORPORATION
Produced on 08/13/98 including data to 05/29/98
<TABLE>
<CAPTION>
05/28/93 05/31/94 05/31/95 05/31/96 05/30/97 05/29/98
- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
100.0 60.6 66.7 60.6 50.0 83.3
100.0 105.3 125.2 182.0 205.1 260.6
100.0 95.3 97.8 113.5 115.4 163.6
</TABLE>
LEGEND
Symbol CRSP Total Returns Index for:
- ------ -----------------------------
_____ = MET-COIL SYSTEMS CORPORATION
- ----- * Nasdaq Stock Market (US Companies)
- ----- + NASDAQ Stock (SIC 3540-3549 US Companies)
Metalworking Machinery and Equipment
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 05/28/93.
<PAGE> 12
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 McGladrey & Pullen, LLP as
independent auditors for the fiscal year ending May 31, 1999.
McGladrey & Pullen, LLP has been serving the Company since December 1997.
It has no direct or indirect financial interest in the Company.
On October 6, 1998, prior to the annual meeting, the Audit Committee is
expected to recommend and the Board of Directors is expected to approve the
appointment of McGladrey & Pullen, LLP as independent auditors. A
representative of McGladrey & Pullen, LLP 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
McGladrey & Pullen, LLP as independent auditors of the Company for the fiscal
year ending May 31, 1999 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 1999 must be received by
the Company on or before May 15, 1999.
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 judgement.
By Order of the Board of Directors,
Carroll Reasoner
Secretary
Cedar Rapids, Iowa
September 4, 1998
<PAGE> 13
MET-COIL SYSTEMS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 6, 1998
The undersigned hereby constitutes and appoints RAYMOND H. BLAKEMAN, GARY
NEAL and JAMES D. HEITT 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 6,
1998 and at any and all adjournments thereof, upon the following matter, which
is more fully describe in the Proxy Statement:
1. The election of E. KEITH MOORE AND ROY J. CARVER, JR. as directors for a
term of three years.
/ / FOR each nominee / / WITHHELD for each nominee
To withhold authority to vote for each individual nominee, strike a line
through the nominee's name.
2. To ratify the appointment of McGladrey & Pullen, LLP as independent
auditors of the company for the fiscal year ending May 31, 1999:
/ / FOR appointment / / AGAINST appointment / / ABSTAIN
3. The proxies are authorized to vote in their discretion upon such other
matters as may properly come before the meeting. The Board of Directors
recommends a vote "FOR" Messrs. MOORE and CARVER and "FOR" the appointment of
MCGLADREY & PULLEN, LLP.
PLEASE SIGN ON THE REVERSE SIDE
- --------------------------------------
(CONTINUED FROM REVERSE SIDE)
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.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Signature:______________________________
Signature:______________________________
Dated and Signed:_________________, 1998
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.
