<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1995
REGISTRATION NO. 33-63439
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
W.H. BRADY CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
WISCONSIN 39-0178960
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WISCONSIN 53223
(414) 358-6600
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
DONALD P. DELUCA
SENIOR VICE PRESIDENT, W.H. BRADY CO.
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WISCONSIN 52332
(414) 358-6600
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
Copy to:
CONRAD G. GOODKIND
QUARLES & BRADY
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 277-5305
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the registration statement becomes
effective and all conditions prerequisite have been satisfied or waived.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE> 2
W.H. BRADY CO.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
FORM S-3 LOCATION OR CAPTION IN
ITEM NUMBER AND CAPTION PROXY STATEMENT/PROSPECTUS
------------------------------------------ ------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Available Information; Incorporation of
Certain Documents by Reference; Table of
Contents
3. Summary Information, Risk Factors, and
Ratio of Earnings to Fixed Charges........ *
4. Use of Proceeds........................... Outside Front Cover Page
5. Determination of Offering Price........... *
6. Dilution.................................. *
7. Selling Security Holders.................. *
8. Plan of Distribution...................... *
9. Description of Securities to be
Registered................................ Proposal For Stock Dividend
10. Interests of Named Experts and Counsel.... *
11. Material Changes.......................... *
12. Incorporation of Certain Information by
Reference................................. Available Information; Incorporation Of
Certain Documents By Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... *
</TABLE>
- -------------------------
* Item is not applicable
<PAGE> 3
W.H. BRADY CO.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FRIDAY, NOVEMBER 17, 1995
To The Holders of W.H. Brady Co. Class A Common Stock:
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of W.H.
Brady Co. (the "Company") will be held at the Wyndham Hotel, 139 East Kilbourn
Avenue, Milwaukee, Wisconsin 53202 on Friday, November 17, 1995 at 9:00 a.m. to
consider and act upon the following matters:
1. A proposal to amend Article III of the Restated Articles of
Incorporation of the Company to increase the number of shares which the Company
has authority to issue from 25,045,000 to 115,045,000, consisting of an increase
in the number of authorized shares of Class A Common Stock from 10,000,000 to
100,000,000.
2. To approve the proposed dividend of two shares of Class A Common Stock
on each outstanding share of Class A Common Stock and Class B Common Stock.
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The close of business on October 6, 1995 has been fixed as the record date
for determination of shareholders entitled to notice of, and to vote at, the
meeting and any adjournments or postponement thereof.
The matters to be acted upon at the meeting are described in more detail in
the accompanying Proxy Statement/Prospectus. Approval of both proposal 1 and
proposal 2 requires an affirmative vote of a majority of the outstanding shares
of each of the Class A and Class B Common Stock, voting separately. Holders of
the Class B stock have indicated their intent to vote for the proposals. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend the meeting, you are requested to indicate your voting
directions, sign, date and promptly return your proxy in the enclosed postpaid
envelope. If you later desire to revoke your proxy, you may do so at any time
before the voting by giving written notice of revocation to the Company's
Secretary, or by giving oral notice to the presiding officer during the meeting.
A copy of the 1995 Annual Report to Shareholders and a Proxy
Statement/Prospectus accompany this Notice.
By Order of the Board of Directors
Peter J. Lettenberger
Secretary
October 25, 1995
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
<PAGE> 4
PROXY STATEMENT/PROSPECTUS
W.H. BRADY CO.
6555 WEST GOOD HOPE ROAD
MILWAUKEE, WISCONSIN 53223
(414) 358-6600
SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors of W.H. Brady Co.
("Brady" or the "Company") for use at the Special Meeting of Shareholders to be
held on November 17, 1995. The meeting will be held in conjunction with the
regular Annual Meeting of the Company's Class B Common Stock shareholders. All
properly executed proxies will be voted at the meeting. A proxy may be revoked
at any time prior to its exercise by giving written notice of revocation to the
Company's Secretary, or by giving oral notice to the presiding officer during
the meeting.
Each holder of record of Class A Common Stock and Class B Common Stock at
the close of business on October 6, 1995, will be entitled to one vote for each
share registered in such shareholder's name on proposals one and two. At that
date, there were outstanding 5,507,599 shares of Class A Common Stock and
1,769,314 shares of Class B Common Stock. Approval of both the proposal to amend
Article III of the Restated Articles of Incorporation (the "Proposed Amendment")
and the proposed stock dividend of two shares of Class A Common Stock on each
outstanding share of Class A and Class B Common Stock (the "Proposed Dividend")
requires the affirmative vote of a majority of the issued and outstanding shares
of each of the Class A Common Stock and the Class B Common Stock, voting
separately. The holders of the Class B Common Stock have indicated their intent
to vote for both proposals. Each share of Class B Common Stock entitles its
holder to vote for all other matters properly coming before the meeting. Holders
of Class A Common Stock are not entitled to vote on other matters coming before
the meeting, except as may be required by law.
This Proxy Statement/Prospectus constitutes a prospectus of the Company
with respect to approximately 14,553,560 shares of Class A Common Stock to be
issued by the Company if both the Proposed Amendment and the Proposed Dividend
are approved. There will be no proceeds to the Company from the Proposed
Amendment or from the Proposed Dividend, because shareholders would receive the
Proposed Dividend as a stock dividend. The expense of printing and mailing the
proxy material, including forwarding expenses to beneficial owners of stock held
in the name of another, will be borne by the Company. No solicitation other than
by mail is contemplated, except that officers or employees of the Company may
solicit the return of proxies from certain shareholders by telephone.
This Proxy Statement is being mailed to shareholders of record commencing
on or about October 25, 1995. A copy of the 1995 Annual Report to Shareholders,
including financial statements, is enclosed herewith.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Proxy Statement/Prospectus, and if given or made, such information or
representation should not be relied upon as having been authorized. This Proxy
Statement/Prospectus does not constitute an offer to sell, or a solicitation of
an offer to purchase, any security in any jurisdiction, to or from any person to
or from whom it is unlawful to make such offer or solicitation or an offer in
such jurisdiction. Neither the delivery of this Proxy Statement/Prospectus nor
any distribution of the Proposed Dividend shall, under any circumstances, create
an implication that there has been no change in the affairs of the Company since
the date of this Proxy Statement/Prospectus.
This Proxy Statement/Prospectus does not cover any resale of the shares of
Class A Common Stock to be received by shareholders of the Company in the
Proposed Dividend, and no person is authorized to make use of this Proxy
Statement/Prospectus in connection with any such resale.
The date of this Proxy Statement/Prospectus is October 25, 1995.
1
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy or information statements and other information
with the Securities and Exchange Commission (the "SEC"). Such reports,
statements and other information filed with the SEC may be inspected and copied
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's regional offices located at 7
World Trade Center, New York, NY, 10048 and at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, IL 60601.
The Company has filed with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement on Form S-3 (together
with all amendments, schedules and exhibits thereto, the "Registration
Statement") with respect to the shares of Class A Common Stock issuable pursuant
to the Proposed Dividend. This Proxy Statement/Prospectus does not contain all
of the information set forth in or incorporated by reference in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. The Registration Statement is available for inspection
and copying as set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Proxy Statement/Prospectus incorporates documents by reference which
are not delivered herewith. These documents are available, without charge, to
each person, including any beneficial owner, to whom a copy of this Proxy
Statement/Prospectus is delivered, upon written or oral request to Donald P.
DeLuca, 6555 West Good Hope Road, Milwaukee, Wisconsin, 53223 (telephone number:
414-358-6600). In order to ensure timely delivery of documents, any request
should be made by November 10, 1995.
The following documents filed by the Company with the SEC pursuant to the
Exchange Act (File No. 0-12730) are incorporated in this Proxy
Statement/Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended July 31,
1995.
2. The description of the Class A Common Stock contained in the Company's
registration statement under the Exchange Act on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the date on which
the Special Meeting is held shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents. The
information contained in this Proxy Statement/Prospectus does not purport to be
comprehensive and should be read together with the information contained in the
documents incorporated by reference herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Proxy Statement/Prospectus, except as so modified or
superseded.
2
<PAGE> 6
PRINCIPAL SECURITY HOLDERS AND SECURITY HOLDINGS
OF MANAGEMENT
The following table contains information as to the beneficial ownership of
the Company's Class A Common Stock, Class B Common Stock and Cumulative
Preferred Stock by each Director, each person known to own more than 5% of any
class of such security, and all Directors and executive officers as a group as
of August 31, 1995. This beneficial ownership information is based upon
information furnished by the specified persons and determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934 as required for purposes of
this Proxy Statement/Prospectus, which is not necessarily the same as beneficial
ownership for other purposes, and includes shares as to which beneficial
ownership may be disclaimed. Except as otherwise indicated, all shares are owned
directly.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AND AMOUNT OF PERCENT OF
TITLE OF CLASS NATURE OF BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP OWNERSHIP
- ----------------- ------------------------------------------------- -------------------- ----------
<S> <C> <C> <C>
Class A Peter J. Lettenberger(1)(2)(3)................... 1,109,963 20.2%
Common Stock Irene B. Brady(1)(2)............................. 1,108,372 20.2%
Richard A. Bemis(1)(4)........................... 849,431 15.4%
Robert C. Buchanan(1)(4)......................... 849,231 15.4%
Roger D. Peirce(1)(4)............................ 848,931 15.4%
Elizabeth B. Lurie(2)(5)......................... 559,290 10.2%
William H. Brady III............................. 345,824 6.3%
Katherine M. Hudson(6)........................... 30,370 0.6%
Donald P. DeLuca(7).............................. 13,500 0.2%
Gary R. Nei...................................... 1,500 *
Frank W. Harris.................................. 500 *
All Executive Officers and Directors as a Group
(17 persons)(8)................................ 1,842,186 33.0%
Class B Peter J. Lettenberger(1)......................... 1,769,314 100%
Common Stock Irene B. Brady(1)(2)............................. 1,769,314 100%
Robert C. Buchanan(1)............................ 1,769,314 100%
Roger D. Peirce(1)............................... 1,769,314 100%
Richard A. Bemis(1).............................. 1,769,314 100%
All Executive Officers and Directors as a
Group.......................................... 1,769,314 100%
6% Cumulative Peter J. Lettenberger(1)(2)...................... 2,751 69.1%
Preferred Stock Irene B. Brady(1)(2)............................. 1,988 49.9%
Robert C. Buchanan(1)............................ 1,920 48.2%
Roger D. Peirce(1)............................... 1,920 48.2%
Richard A. Bemis(1).............................. 1,920 48.2%
Elizabeth B. Lurie(2)(5)......................... 1,066 26.8%
William H. Brady III............................. 235 5.9%
All Executive Officers and Directors as a
Group............................................ 3,221 80.8%
1979 Series Elizabeth B. Lurie(2)(5)......................... 8,071 36.7%
Cumulative Peter J. Lettenberger(2)......................... 5,529 25.2%
Preferred Stock.. William H. Brady III............................. 2,542 11.6%
All Officers and Directors as a Group.......... 10,613 48.3%
6% Cumulative Peter J. Lettenberger(2)......................... 2,600 100%
Preferred Stock, Elizabeth B. Lurie(2)............................ 2,600 100%
1972 Series All Executive Officers and Directors as a
Group.......................................... 2,600 100%
</TABLE>
- -------------------------
* Indicates less than one tenth of one percent.
(1) The amount shown includes shares held directly by the William H. Brady, Jr.
Marital Trust (the "Marital Trust") and the William H. Brady, Jr. Non-QTIP
Marital Trust (the "Non-QTIP Trust")
3
<PAGE> 7
(collectively, the "Trusts"). The Marital Trust owns 687,781 shares of Class
A Common Stock, 1,574,866 shares of Class B Common Stock, and 1,709 shares
of 6% Cumulative Preferred Stock. The Non-QTIP Trust owns 160,650 shares of
Class A Common Stock, 194,448 shares of Class B Common Stock, and 211 shares
of 6% Cumulative Preferred Stock. The Trustees of both Trusts are Robert C.
Buchanan, Irene B. Brady, Roger D. Peirce, Peter J. Lettenberger, and
Richard A. Bemis, each of whom shares voting and dispositive power. All of
the Trustees except Mrs. Brady disclaim beneficial ownership of these
shares. Irene B. Brady is the widow of William H. Brady, Jr. and the vested
beneficiary of the Marital Trust; she is the parent of William H. Brady, III
and Elizabeth Brady Lurie (who are contingent remainder beneficiaries of the
Trusts) and the grandparent of Elizabeth Irene Pungello.
(2) Elizabeth B. Lurie and Peter J. Lettenberger are among the directors of the
W.H. Brady Foundation, Inc. (the "Foundation") which owns 5,529 shares of
the 1979 Series, Cumulative Preferred Stock, 763 shares of the 6% Cumulative
Preferred Stock and 2,600 shares of the 6% Cumulative Preferred Stock, 1972
Series. Mr. Lettenberger and Mrs. Lurie are also trustees of the Irene B.
Brady Revocable Trust of 1986 (the "1986 Trust"), which owns 259,941 shares
of Class A Common Stock and 68 shares of 6% Cumulative Preferred Stock. All
such persons disclaim beneficial ownership of shares held by the Foundation
and the 1986 Trust.
(3) In addition to shares beneficially owned as a trustee of the Trusts and the
1986 Trust and as a director of the Foundation, Mr. Lettenberger owns
directly 1,590.93 shares of Class A Common Stock.
(4) In addition to shares beneficially owned as a trustee of the Trusts, Mr.
Buchanan owns directly 600 shares of Class A Common Stock and 200 shares
through his Keogh Plan; Mr. Peirce owns 500 shares of Class A Common Stock;
and Mr. Bemis owns 1,000 shares of Class A Common Stock.
(5) In addition to the shares owned as a trustee of the 1986 Trust and as a
director of the Foundation, Mrs. Lurie owns directly 141,615 shares of Class
A Common Stock, or 2.3% of the number of such shares outstanding, 235 shares
of 6% Cumulative Preferred Stock and 2,542 shares of 1979 Series Preferred
Stock. She is the mother of Elizabeth Irene Pungello, who is the beneficiary
of the Elizabeth Irene Pungello Irrevocable Trust (the trustees of which are
Nicholas M. Daniels and Shy Lurie, Mrs. Lurie's husband) which owns 157,734
shares of the Class A Common Stock, or 2.9% of the number of such shares
outstanding. She disclaims ownership of these shares.
(6) Mrs. Hudson owns 2,036.42 shares of Class A Common Stock and vested options
to acquire an additional 28,333.3 shares of Class A Common Stock.
(7) Mr. DeLuca owns 500 shares of Class A Common Stock and vested options to
acquire an additional 13,000 shares of Class A Common Stock.
(8) The amount shown for all executive officers and directors as a group (17
persons) includes options to acquire a total of 79,268 shares of Class A
Common Stock which are currently exercisable or will be exercisable within
60 days. It does not include other options for Class A Common Stock which
have been granted, but vest at times after October 31, 1995.
4
<PAGE> 8
PROPOSED AMENDMENT TO INCREASE AUTHORIZED SHARES
At the Special Meeting of Shareholders, shareholders will be asked to vote
upon a proposal to amend Section A.1. of Article III of the Company's Restated
Articles of Incorporation (the "Proposed Amendment") to increase the number of
shares of stock the Company is authorized to issue from 25,045,000 to
115,045,000, consisting of an increase in the number of authorized shares of
Class A Common Stock from 10,000,000 to 100,000,000. Copies of both the existing
provision and the Proposed Amendment are attached as Exhibits A and B,
respectively.
The principal purpose for increase in the number of authorized shares of
the Company's Class A Common Stock is the payment of a stock dividend, described
in the following proposal. The additional shares may also be issued at such
time, for such consideration, and for such uses as the Board of Directors may
determine to be in the Company's best interest. Such uses might include, among
other things, future acquisitions, financing arrangements requiring stock, stock
splits, future stock dividends, or stock option plans. Except for use in paying
the proposed stock dividend described below, however, the Board has no present
plans to issue any of the additional shares proposed to be authorized. The
additional shares of Class A Common Stock would be available for issuance
without further action by the shareholders, and without the expense and delay of
calling a special shareholders' meeting.
Adoption of the Proposed Amendment requires the affirmative vote of the
holders of a majority of the issued and outstanding shares of Class A Common
Stock, voting as a class, and the affirmative vote of a majority of the issued
and outstanding shares of Class B Common Stock, voting as a separate class. The
holders of the Class B Common Stock have expressed their intention to vote in
favor of the Proposed Amendment.
The Board of Directors has unanimously approved the Proposed Amendment to
the Company's Restated Articles of Incorporation and recommends that the
shareholders vote to adopt it.
PROPOSAL FOR STOCK DIVIDEND
If the shareholders approve the Proposed Amendment to increase the number
of authorized shares of the Company's Class A Common Stock, the Board of
Directors proposes to declare a dividend of two shares of Class A Common Stock
on each outstanding share of Class A Common Stock and Class B Common Stock (the
"Proposed Dividend"). If the Proposed Amendment is not approved, the Company
will not have sufficient authorized, but unissued, shares of Class A Common
Stock for the Board to declare the Proposed Dividend and such dividend will not
be declared, notwithstanding the affirmative vote of shareholders on this
proposal.
The Board of Directors has determined to declare the Proposed Dividend of
two shares of Class A Common Stock on each outstanding share of Class A Common
Stock and Class B Common Stock only if such dividend is approved by the vote of
a majority of the outstanding shares of each of the Class A and Class B Common
Stock, voting separately.
In analyzing the Proposed Dividend, it is important to keep in mind the
relative rights of holders of Class A Common Stock and Class B Common Stock.
Holders of Class A Common Stock are not entitled to vote on any corporate
matters, except as may be required by law, and holders of Class B Common Stock
are entitled to vote on all matters properly presented to shareholders for vote.
There also are differences in the cash dividend rights of the Class A and
Class B Common Stock. Whenever dividends (other than dividends payable solely in
shares of the Company's stock) are paid on the common stock, each share of Class
A Common Stock is entitled to receive dividends at an annual rate of $.10 in
cash (subject to adjustment in the event of any subdivision, combinations, stock
splits or stock dividends) before any dividend is paid on the Class B Common
Stock.
In addition, in the event of liquidation of the Company, holders of the
Class A Common Stock are entitled to first receive $5.00 per share (subject to
adjustment as described above), then holders of the Class B
5
<PAGE> 9
Common Stock are entitled to receive the next $5.00 per share (again subject to
the adjustments described above), and thereafter they share pro rata.
If the Proposed Dividend is approved and paid, the annual dividend
"premium" on the Class A Common Stock will automatically be adjusted from $.10
per share to $.0333 per share. In addition, if the Proposed Amendment and the
Proposed Dividend are approved, the liquidation preference amounts for both the
Class A and Class B Common Stock will, as a result of the stock dividend, be
automatically adjusted from $5.00 per share to $1.666 per share.
In determining to recommend the Proposed Dividend, the Board of Directors
considered that the present supply of the Company's Class A Common Stock in the
public market is relatively limited (approximately 3,650,960 shares at August
31, 1995 were held by persons other than those described under "Principal
Security Holders and Security Holdings of Management") and that the closing
price of a share of Class A Common Stock on the NASDAQ National Market has
increased from $48.50 on August 31, 1994 to $73.00 on August 31, 1995. The
Proposed Dividend would have the effect of tripling the number of shares of the
Company's Class A Common Stock in the public market and reducing the market
price per share to approximately one-third of its current level. As a result
thereof, the Board believes that the Proposed Dividend would make the Company's
Class A Common Stock more attractive to investors than it is at current market
prices, create a broader market for the stock, increase investor interest in the
stock, and thereby encourage future growth in the value of the stock.
The Board further considered that a three for one stock split of both the
Class A Common Stock and the Class B Common Stock would achieve similar results,
but concluded that the Proposed Dividend has two advantages over such a stock
split. First, the increase in the number of outstanding shares of Class A Common
Stock resulting from the Proposed Dividend would be approximately 32% greater
than the increase in the number of outstanding shares of Class A Common Stock
which would result from a stock split. The Board of Directors believes that this
additional increase could further enhance the breadth of the market for, and
investor interest in, the Class A Common Stock.
The Board also considered that the Proposed Dividend would provide the
current holders of Class B Common Stock (who have no public market for their
Class B Common Stock) with a substantial potential increase in the liquidity of
their investment in the Company, without diminishing their voting position in
the Company. In particular, the Proposed Dividend would give the two trusts that
hold all of the outstanding shares of the Company's Class B Common Stock the
opportunity to dispose of part or all of the Class A Common Stock distributed to
them in the Proposed Dividend. The holders of the Company's Class B Common Stock
have advised the Company that, should the Proposed Dividend be approved, they
intend at some point in the future to sell some of the Class A Common Stock
which they currently own or which they would receive in the proposed stock
dividend in order to help them meet financial or estate needs. Any such future
sale would be made either by an offering registered under the Securities Act of
1933 or pursuant to an applicable exemption from the registration requirements
of that Act. Any such sales by the present Class B Common Stock holders would
have the effect of further expanding the supply of Class A Common Stock
available in the public market.
The Board of Directors realizes that because the holders of the Class A
Common Stock are entitled to a $.10 per share cash dividend "premium" over the
cash dividend per share payable on the shares of Class B Common Stock, one of
the effects of the Proposed Dividend would be to increase the aggregate cash
dividend payable to the current Class B Common Stock holders. Based upon the
Company's current annual cash dividends at a rate of $1.20 per share of Class A
Common Stock and $1.10 per share of Class B Common Stock, the holders of the
Class B Common Stock would receive an additional $117,954, or approximately 1.4%
of the Company's annual dividend rate.
The Board of Directors anticipates that the distribution of additional
shares of the Company's Class A Common Stock as a result of the Proposed
Dividend would not be taxable to shareholders. The Board further anticipates
that the dividend shares, when aggregated with the shares of Common Stock upon
which they are paid, would have a basis for computing gain or loss equal to the
aggregate basis of the shares of Common Stock upon which the dividend shares are
paid and that a shareholder's holding period for the dividend shares
6
<PAGE> 10
would include the holding period for the shares of Common Stock upon which the
dividend shares are paid. The Company has sought and obtained a tax ruling as to
these issues from the Internal Revenue Service. Shareholders should be aware
that inasmuch as four of the members of the Board of Directors are trustees of
the trusts which own all of the Class B Common Stock, and two other Directors
are beneficiaries of the trusts, there may be an inherent conflict of interest
in their recommendation to vote in favor of the Proposed Dividend. If the
Proposed Dividend is declared and paid, a comparison of the number and
percentage of issued and outstanding Class A and Class B Common Stock shares
owned by the trusts before and after the stock dividend would be as follows:
The William H. Brady, Jr. Marital Trust currently owns 687,781 shares
(12.5%) of the Class A Common Stock, 1,574,866 shares (89%) of the Class B
Common Stock, and 2,262,647 shares (31.1%) of both the Class A and Class B
Common Stock combined, and after the Proposed Dividend would own 5,213,075
shares (26%) of the Class A Common Stock, 1,574,866 shares (89%) of the Class B
Common Stock, and 6,787,941 shares (31.1%) of both the Class A and Class B
Common Stock combined.
The William H. Brady, Jr. Non-QTIP Marital Trust currently owns 160,650
shares (2.9%) of the Class A Common Stock, 194,448 shares (11%) of the Class B
Common Stock, and 355,098 shares (4.9%) of both the Class A and Class B Common
Stock combined. After the Proposed Dividend, it would own 870,846 shares (4.3%)
of the Class A Common Stock, 194,448 shares (11%) of the Class B Common Stock,
and 1,065,294 shares (4.9%) of both the Class A and Class B Common Stock
combined.
The two William H. Brady, Jr. Trusts combined currently own 848,431 shares
(15.4%) of the Class A Common Stock, 1,769,314 shares (100%) of the Class B
Common Stock, and 2,617,745 shares (36%) of both the Class A and Class B Common
Stock combined. After the Proposed Dividend, they would own 6,083,921 shares
(30.3%) of the Class A Common Stock, 1,769,314 shares (100%) of the Class B
Common Stock, and 7,853,235 shares (36%) of the Class A and Class B Common Stock
combined.
AUDIT MATTERS
Representatives of Deloitte & Touche LLP, the independent auditors for the
Company, will be present at the Special Meeting of Shareholders to respond to
questions and to make a statement if they so desire.
OTHER MATTERS
At the date of this Proxy Statement/Prospectus, the Company has not been
informed and is not aware that any other matters will be brought before the
meeting. However, proxies may be voted with discretionary authority with respect
to any other matters that may properly be presented to the meeting and on which
the Class A Common Stock is entitled to vote.
SHAREHOLDER PROPOSALS
The Company holds annual informational meetings for its shareholders.
However, because of the limited voting rights of the Class A Common Stock, the
Company does not distribute proxy statements in connection with such meetings.
If the Company holds a meeting of shareholders for which a proxy statement is
distributed, shareholder proposals must be received at least 150 days prior to
such meeting in order to be considered for inclusion in the proxy statement for
such meeting.
7
<PAGE> 11
VOTING PROCEDURES
Abstentions and broker non-votes are not considered to be votes cast under
applicable state law and the Company's Restated Articles of Incorporation and
Bylaws, although they are counted for purposes of determining a quorum. The
Class A Common Stock votes will be counted by the Company's transfer agent,
Firstar Trust Company, and certified to the Company in writing.
W.H. BRADY CO.
Peter J. Lettenberger
Secretary
Milwaukee, Wisconsin
October 25, 1995
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K AND FINANCIAL STATEMENTS AND SCHEDULES
THERETO FOR THE FISCAL YEAR ENDED JULY 31, 1995 WILL BE PROVIDED WITHOUT CHARGE
TO EACH RECORD OR BENEFICIAL OWNER OF THE COMPANY'S COMMON STOCK AS OF THE
RECORD DATE FOR THE SPECIAL MEETING ON WRITTEN REQUEST OF SUCH PERSON DIRECTED
TO DONALD P. DELUCA, W.H. BRADY CO., 6555 WEST GOOD HOPE ROAD, MILWAUKEE,
WISCONSIN 53223.
8
<PAGE> 12
EXHIBIT A
W.H. BRADY CO.
ARTICLE III.A.1. OF THE ARTICLES
OF INCORPORATION AS PRESENTLY IN EFFECT
A. STOCK
The authorized capital stock of the Corporation shall consist of
Twenty-Five Million Forty-Five Thousand Shares (25,045,000), itemized by classes
and series as follows:
1. Twenty Million (20,000,000) Shares of Common Stock, one cent ($.01) par
value, divided into the following series:
(a) Ten Million (10,000,000) Shares of Class A Nonvoting Common Stock
(the "Nonvoting Common Stock"); and
(b) Ten Million (10,000,000) Shares of Class B Voting Common Stock (the
"Voting Common
Stock") (the Nonvoting Common Stock and the Voting Common Stock are
hereinafter collectively referred to as the "Common Stock").
A-1
<PAGE> 13
EXHIBIT B
ARTICLE III.A.1. OF THE ARTICLES OF
INCORPORATION AS PROPOSED TO BE AMENDED
A. STOCK
The authorized capital stock of the Corporation shall consist of One
Hundred Fifteen Million Forty-Five Thousand Shares (115,045,000), itemized by
classes and series as follows:
1. One Hundred Ten Million (110,000,000) Shares of Common Stock, one cent
($.01) par value, divided into the following series:
(a) One Hundred Million (100,000,000) Shares of Class A Nonvoting Common
Stock (the "Nonvoting Common Stock"); and
(b) Ten Million (10,000,000) Shares of Class B Voting Common Stock (the
"Voting Common Stock") (the Nonvoting Common Stock and the Voting
Common Stock are hereinafter collectively referred to as the "Common
Stock").
B-1
<PAGE> 14
CLASS A COMMON
STOCK PROXY
W.H. BRADY CO.
Revocable Proxy for Special Meeting of Shareholders
Class A Common Stock
The undersigned hereby appoints Katherine M. Hudson and Peter J. Lettenberger
and each of them, proxies, with full power of substitution to vote all shares
of Class A Common Stock the undersigned is entitled to vote at the Special
Meeting of Shareholders of W.H. Brady Co. (the "Company") to be held at the
Wyndam Hotel, 139 East Kilbourn Avenue, Milwaukee, Wisconsin at 9:00 a.m. on
Friday, November 17, 1995, or at any adjournment thereof as follows, hereby
revoking any proxy previously given.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDMENT AND "FOR" THE PROPOSED DIVIDEND
(1) Proposed amendment to Restated Articles of Incorporation to increase the
number of authorized shares of Class A Common Stock from 10,000,000 to
100,000,000 (the "Proposed Amendment"). [ ] For [ ] Against [ ] Abstain
(2) Proposed dividend of two shares of Class A Common Stock on each
outstanding share of Class A Common Stock and Class B Common Stock (the
"Proposed Dividend"). [ ] For [ ] Against [ ] Abstain
(3) In their discretion on such other matters as may properly come before the
meeting or any adjournment thereof; all as set out in the Notice and Proxy
Statement relating to the meeting, receipt of which are hereby
acknowledged.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 15
Proxy No. No. of Shares
Shares represented by this proxy will be voted as directed by the shareholders.
IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED "FOR" THE PROPOSED
AMENDMENT AND "FOR" THE PROPOSED DIVIDEND.
Dated____________________________, 1995
_______________________________________
(Please sign exactly as
name appears at left.)
_______________________________________
(If stock is owned by more than one
person, all owners should sign.
Persons signing as executors,
administrators, trustees or in similar
capacities should so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<PAGE> 16
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Filing Fee...................................................... $ 100
Printing Expense.................................................... 2,500
Legal Fees.......................................................... 500
Miscellaneous Fees and Expenses..................................... 7,500
--------
TOTAL............................................................... $10,600
========
</TABLE>
- -------------------------
Except for the SEC filing fees, all expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Company's ByLaws specifies that the Company shall
indemnify each of its directors and officers and other agents and employees
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement of claims or litigation or threats thereof to which they are
subject by reason of their status, with limited exceptions, including an
exception for liabilities in respect of personal injuries or deaths. Wisconsin
Statutes Sections 180.0850 to 180.0859 also provide for indemnification of
directors and officers under certain circumstances for certain liabilities and
expenses.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------
<C> <S>
Opinion regarding legality of
(5) securities
(23)(a) Consent of Independent Auditor
(23)(b) Consent of Counsel (see Exhibit 5)
Power of Attorney (see Signature
(24) Page)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-1
<PAGE> 17
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 (except requirements that have been waived)
and has duly caused this Amendment No. 1 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Milwaukee, State of Wisconsin, on October 23, 1995.
W.H. BRADY CO.
By: /s/ KATHERINE M. HUDSON
------------------------------------
Katherine M. Hudson,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Company's Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
/s/ KATHERINE M. HUDSON President and Director Principal October 23, 1995
- ---------------------------------------- Executive Officer
K. M. Hudson
/s/ R. A. BEMIS* Director October 23, 1995
- ----------------------------------------
R. A. Bemis
Director
- ----------------------------------------
W. H. Brady III
/s/ R. C. BUCHANAN* Director October 23, 1995
- ----------------------------------------
R. C. Buchanan
/s/ D. P. DELUCA* Director October 23, 1995
- ----------------------------------------
D. P. DeLuca
Director
- ----------------------------------------
F. W. Harris
/s/ P. J. LETTENBERGER* Director October 23, 1995
- ----------------------------------------
P. J. Lettenberger
Director
- ----------------------------------------
E. B. Lurie
Director
- ----------------------------------------
G. R. Nei
/s/ ROGER D. PEIRCE* Director October 23, 1995
- ----------------------------------------
R. D. Peirce
*By power of attorney.
- ----------------------------------------
Katherine M. Hudson, Attorney-in-Fact
</TABLE>
II-3
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------
<C> <S>
Opinion regarding legality of
(5) securities
(23)(a) Consent of Independent Auditor
(23)(b) Consent of Counsel (see Exhibit 5)
(24) Power of Attorney (see Signature Page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[QUARLES & BRADY LOGO]
October 13, 1995
W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
Gentlemen:
We have examined the Registration Statement on Form S-3 of W.H. Brady Co.,
a Wisconsin corporation ("Company"), to be filed concurrently herewith with the
Securities and Exchange Commission registering 14,553,826 shares of Class A
Nonvoting Common Stock ("Class A Common Stock"), $.01 par value, of the Company,
consisting entirely of shares to be paid as a dividend on outstanding shares of
the Company's stock (the "Registration Statement"), the Articles of
Incorporation, Bylaws and minutes of corporate proceedings regarding the
Company's organization and the proposed dividend of Class A Common Stock, and
such other documents as we have deemed necessary for purposes of rendering this
opinion.
For purposes of rendering this opinion, we have examined originals or
photostatic copies of the documents referred to above. In conducting such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies.
On the basis of such examination, it is our opinion that the Class A Common
Stock being registered when issued as a dividend by the Company as described in
the Registration Statement, will be validly issued, fully paid and
non-assessable by the Company (provided, however, that shareholders may be
personally liable for certain compensation claims, as set forth in Section
180.0622(2)(b) of the Wisconsin Statutes and predecessor statutes).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference therein to our firm as experts.
Very truly yours,
QUARLES & BRADY
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of W.H. Brady Co. on Form S-3 of our reports dated September 12, 1995, appearing
in and incorporated by reference in the Annual Report on Form 10-K of W.H. Brady
Co. for the year ended July 31, 1995.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
October 13, 1995
