<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DURAKON INDUSTRIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
DURAKON INDUSTRIES, INC.
2101 N. LAPEER ROAD
LAPEER, ML 48446
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 1998
------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Durakon
Industries, Inc. (the "Company") will be held at the Company's corporate
headquarters located at 2101 N. Lapeer Road, Lapeer, Michigan 48446, on Tuesday,
May 26, 1998, at 2:00 p.m. local time, for the purposes of:
1. Electing five directors to serve until the 1999 Annual Meeting of
Shareholders; and
2. Transacting such other business as may properly come before the meeting
or any adjournment thereof.
You are invited to attend the meeting. However, if you do not expect to
attend in person, you are urged to sign and return immediately the enclosed
proxy which is solicited by the Board of Directors. A postage-paid envelope is
enclosed for your use in returning the proxy. The proxy is revocable and will
not affect your right to vote in person if you attend the meeting.
By Order of the Board of Directors,
JAMES SMITH
Secretary
Lapeer, Michigan
April 30, 1998
<PAGE> 3
DURAKON INDUSTRIES, INC.
2101 N. LAPEER ROAD
LAPEER, ML 48446
PROXY STATEMENT
ANNUAL MEETING TO BE HELD MAY 26, 1998
------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Durakon Industries, Inc., a Michigan
corporation (the "Company"), to be used at the Annual Meeting of Shareholders of
the Company to be held on Tuesday, May 26, 1998, or at any adjournments or
postponements thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders and in this Proxy Statement. The expenses of
soliciting proxies will be paid by the Company. This Proxy Statement and the
enclosed form of proxy will first be sent or given to shareholders on or about
April 30, 1998.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the Annual Meeting, a written
notice of revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Annual Meeting, or (iii) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will not
in and of itself constitute a revocation of a proxy). Any written notice
revoking a proxy should be sent to the Secretary of the Company at the Company's
corporate headquarters.
The Annual Report to Shareholders for the year ended December 31, 1997 is
enclosed herewith.
Only shareholders of record at the close of business on April 6, 1998 will
be entitled to vote at the meeting or any adjournment thereof. Each holder of
the 6,245,292 issued and outstanding shares of the Company's common stock,
without par value (the "Common Stock"), is entitled to one vote per share.
Shares cannot be voted at the meeting unless the holder is present in person or
represented by proxy. Shares may not be voted cumulatively for the election of
directors.
I. ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting, each to hold office
until the next Annual Meeting of Shareholders and until his successor has been
elected and qualified. The nominees named below have been selected by the Board
of Directors of the Company. If, due to circumstances not now foreseen, any of
the nominees named below will not be available for election, the proxies will be
voted for such other person or persons as the Board of Directors may select.
Proxies solicited by the Board of Directors will be voted in favor of the five
nominees, unless a shareholder indicates otherwise on the proxy. The five
nominees receiving the greatest number of votes cast at the meeting or its
adjournment shall be elected. Abstentions, withheld votes and broker non-votes
will not be deemed votes cast in determining which nominees receive the greatest
number of votes cast.
The following table sets forth the name, age, position with the Company,
principal occupation, term of service and beneficial ownership of Common Stock
with respect to the five individuals who are nominees for election at the Annual
Meeting. The following table also sets forth the name and beneficial ownership
of Common Stock with respect to each executive officer of the Company named in
the Summary Compensation
1
<PAGE> 4
Table below and all directors and executive officers of the Company as a group.
Each of the nominees listed below was elected to his current term as a director
at the last Annual Meeting of Shareholders.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
POSITIONS AND OFFICES FIRST APRIL 6, 1998
WITH THE COMPANY AND ELECTED ------------------------
OTHER PRINCIPAL AS A NUMBER PERCENT
NAME AND AGE OCCUPATIONS DIRECTOR OF SHARES OF CLASS
------------ --------------------- -------- --------- --------
<S> <C> <C> <C> <C>
- -- NOMINEES FOR ELECTION AS DIRECTORS --
David Aronow, 52.................. President, Arco Alloys Corp., 1995 1,498,528(1) 24.0%
manufacturer of zinc alloys
(Detroit, MI)
Phillip Wm. Fisher, 47............ Chairman of the Board of Directors 1991 1,498,528(2) 24.0%
of the Company; Private investor
(Detroit, MI)
Richard J. Jacob, 78.............. President, Richard J. Jacob & 1993 34,500 *
Associates, consulting firm
(Dayton, OH)
Robert M. Teeter, 59.............. President, Coldwater Corporation 1991 104,000(3) 1.6%
(Ann Arbor, MI)
David W. Wright, 57............... President and CEO of the Company 1980 91,000(4) *
-- OTHER EXECUTIVE OFFICER --
Craig B. Parr............................................... 0 *
All directors and executive officers as a group (six
persons).................................................. 1,728,028(5) 26.9%
</TABLE>
- ---------------
* Percentages omitted if less than 1%.
(1) Includes 10,528 shares owned by a partnership in which Mr. Aronow's wife is
a partner, and 1,488,000 shares owned by Martinique Hotel, Inc., a Delaware
corporation, of which Mr. Aronow's wife is a director and minority
shareholder.
(2) Includes 10,528 shares owned by a partnership in which Mr. Fisher is a
partner, and 1,488,000 shares owned by Martinique Hotel, Inc., a Delaware
corporation, of which Mr. Fisher is a Vice President, director and minority
shareholder and of which several members of Mr. Fisher's family are
directors, officers, and shareholders.
(3) Includes 100,000 shares which Mr. Teeter has the right to acquire within the
next 60 days pursuant to the exercise of stock options.
(4) Includes 67,500 shares which Mr. Wright has the right to acquire within the
next 60 days pursuant to the exercise of options.
(5) Includes 167,500 shares which all directors and executive officers as a
group have the right to acquire within the next 60 days pursuant to the
exercise of stock options.
OTHER INFORMATION RELATING TO DIRECTORS
Mr. Aronow has served as the President of Arco Alloys Corp., a manufacturer
of zinc alloys located in Detroit, Michigan, for longer than the past five
years.
Mr. Fisher has served as the Chairman of the Board of Directors of the
Company since April, 1996. He also served in that position from March, 1993
until May, 1995, and he served as Secretary of the Company from April, 1991 to
March, 1993. Mr. Fisher has been a private investor for longer than the past
five years. He also serves as a director of Charter One Financial, Inc.
Mr. Aronow and Mr. Fisher are brothers-in-law.
2
<PAGE> 5
Mr. Jacob retired as Chief Executive Officer of Dayco Corporation in 1987.
He serves as a Director Emeritus of Charter One Financial, Inc.
Mr. Teeter has been President of Coldwater Corporation, a corporate and
public planning company, since February, 1988. From December, 1966 to February,
1988 he was President of Market Opinion Research, Inc. He also serves as a
Director of The Bank of Ann Arbor, Browning-Ferris Industries, Inc., Optical
Imaging Systems, Inc. and United Parcel Service.
Mr. Wright has served as President and Chief Executive Officer of Durakon
Industries, Inc. since April, 1996. He served as the President of the Marketing
Division of Durakon from April, 1995 through March, 1996, and prior to that time
served as President of Wright Ventures, Inc., a private investment firm, from
February, 1994 through March, 1995, and as President and a Director of Blain
Buick/GMC, Inc., an automotive dealership, from February, 1990 through January,
1994. Mr. Wright also serves as a Director of Republic Bank in Flint, Michigan.
The Board of Directors is responsible for the overall affairs of the
Company. To assist it in carrying out its duties, the Board has delegated
certain authority to standing executive, audit and compensation committees.
Members of each standing committee are appointed by the Board of Directors at
its first meeting following each annual meeting of shareholders.
The Executive Committee consists of Messrs. Aronow, Fisher, Teeter and
Wright. The Executive Committee meets on call and has authority to act on most
matters during the intervals between Board meetings.
The Audit Committee consists of Messrs. Aronow, Jacob and Teeter. The Audit
Committee recommends to the Board the nomination of independent auditors,
reviews with the independent auditors the scope and results of the audit
engagement and any non-audit services to be performed by the independent
auditors, and evaluates the independence of the independent auditors and their
fees for audit and non-audit services.
The Compensation Committee consists of Messrs. Aronow and Fisher. The
Compensation Committee recommends to the Board the nomination of officers and
directors of the Company, reviews and recommends to the Board the salaries and
bonuses of officers and remuneration of directors, and provides recommendations
regarding other personnel matters. In addition, the Compensation Committee acts
as the Company's Stock Option Committee and administers the 1988 and 1996 Stock
Option Plans. In its capacity as a nominating committee, the Compensation
Committee will consider nominees for directors recommended by shareholders.
Shareholders desiring to recommend nominees for directors for the 1999 Annual
Meeting should submit such recommendations to the Chairman of the Board at the
Company's corporate headquarters no later than December 31, 1998.
During fiscal 1997, the Board met a total of six times, the Audit Committee
met twice and the Compensation Committee met once. The Executive Committee met
two times and also engaged in informal discussions in lieu of meetings in 1997.
Each director attended at least 75% of the total number of meetings of the Board
and of any committees on which he served during the period in which he served as
a director or a member of any such committee.
3
<PAGE> 6
FURTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, as of December 31,
1997, concerning those persons who are known by management of the Company to be
beneficial owners of more than 5% of the Company's outstanding Common Stock (as
provided to the Company by such persons).
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF COMMON STOCK PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ---------------------- --------
<S> <C> <C>
Martinique Hotel, Inc. ..................................... 1,488,000(1) 23.8%
2700 Fisher Building
Detroit, Michigan 48202
FMR Corp. .................................................. 651,800(2) 10.4%
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors, Inc. ............................ 547,000(2) 8.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Heartland Advisors, Inc. ................................... 500,000(2) 8.0%
790 North Milwaukee Street
Milwaukee, WI 53202
Lazard Freres & Co. LLC..................................... 476,300(2) 7.6%
30 Rockefeller Plaza
New York, New York
Corbin & Company............................................ 363,755(2) 5.8%
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
</TABLE>
- ---------------
(1) Based on information contained in a Schedule 13D filed with the Securities
and Exchange Commission on February 3, 1997. Does not include 10,528 shares
owned by a partnership in which certain officers, directors and shareholders
of Martinique Hotel, Inc. are partners, or 259,986 shares owned by Max M.
Fisher, several of whose family members are officers, directors and
shareholders of Martinique Hotel, Inc.
(2) Based on information contained in a Schedule 13G of such person as received
by the Company.
EXECUTIVE OFFICERS
The persons listed below are the executive officers of the Company.
<TABLE>
<CAPTION>
NAME AND AGE OFFICES AND LENGTH OF SERVICE
------------ -----------------------------
<S> <C>
David W. Wright, 57...................... President of Durakon Industries, Inc. since April 1996.
Craig B. Parr, 55........................ Vice President -- Manufacturing since December 1996.
</TABLE>
The executive officers of the Company serve at the pleasure of the Board of
Directors.
For additional information concerning Mr. Wright, see "Election of
Directors".
Mr. Parr joined the Company in December 1996 as Vice President --
Manufacturing of the Company's Durakon Division. Mr. Parr retired from General
Motors Corporation in 1992, having served that corporation in a variety of
manufacturing assignments over a 30-year career. Subsequent to leaving General
Motors Corporation, Mr. Parr was a shareholder, director and president of New
Center Stamping, a metal stamping company that served the automotive
aftermarket, until November 1996.
4
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth information for each of the fiscal years
ended December 31, 1997, 1996 and 1995 concerning the compensation of the
individuals (David W. Wright and Craig B. Parr) who served as the Company's
Chief Executive Officer in 1997 and as the Company's other executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- AWARDS
NAME AND OTHER ANNUAL ------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION(2)
------------------ ---- ------ -------- ------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David W. Wright....... 1997 $216,346 -- $11,918(3)(4) -- $5,575
President and Chief 1996 203,712 $56,250 15,040(3)(5) 150,000 4,260
Executive Officer of 1995 109,615 75,000 25,707(3) 50,000 --
the Company
Craig B. Parr......... 1997 116,923 2,500 7,700(5) -- 2,906
Vice President -- 1996 -- -- -- -- --
Manufacturing 1995 -- -- -- --
</TABLE>
- ---------------
(1) Includes the bonus accrued in the year indicated, which was paid in the
following year.
(2) Consists only of the Company's 401(k) contributions.
(3) Includes country club dues.
(4) Includes amounts relating to use of company owned auto, lodging, medical and
other expenses.
(5) Includes monthly auto allowance.
5
<PAGE> 8
OPTION GRANTS IN FISCAL YEAR
The Company did not grant any stock options to either of the executive
officers of the Company named in the Summary Compensation Table above during the
fiscal year ended December 31, 1997.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 1997 by each of the
executive officers named in the Summary Compensation Table above and the value
of unexercised options held by such persons as of December 31, 1997:
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS/SARS AT
FISCAL YEAR END FISCAL YEAR END
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
---- --------------- -------- --------------- ----------------
<S> <C> <C> <C> <C>
David W. Wright................... -- -- 57,500/ $0/$0
142,500
Craig B. Parr..................... -- -- -- --
</TABLE>
- ---------------
(1) Based on the December 31, 1997 closing price on the Nasdaq Stock Market of
$9.50 per share.
6
<PAGE> 9
COMPENSATION OF DIRECTORS
Under the Company's standard arrangements, each director who is not an
officer of or consultant to the Company receives a director's fee in the amount
of $15,000 plus $500 per meeting attended. Officers of and consultants to the
Company do not receive any additional compensation for services as a director.
For information concerning Mr. Teeter's compensation, see "Certain Transactions
with Management."
EMPLOYMENT AGREEMENT
The Company is currently a party to an employment agreement with Mr. Wright
entered into on June 27, 1996 with an effective date of July 1, 1996. Under the
agreement, Mr. Wright's employment is at will with no fixed term of employment.
The employment agreement provides for a minimum base salary of $225,000 to be
reviewed annually by the Compensation Committee. Mr. Wright is eligible to be
paid a bonus, targeted at 50% of his annual base salary, based upon his and the
Company's performance of objectives determined by Mr. Wright and the
Compensation Committee. The employment agreement also provides for, among other
things, Mr. Wright's participation in the Company's 1996 Stock Option Plan and
certain other benefits available to the Company's senior management. The
employment agreement may be terminated by the Company upon the death of Mr.
Wright, upon his permanent disability or with or without cause. If Mr. Wright's
employment is terminated (i) without cause, (ii) because the Company breaches a
material term of the employment agreement which it has not cured, or (iii)
because Mr. Wright terminates his employment within 6 months after substantially
all of the Company's common stock or assets are sold by the Company to a third
party, then Mr. Wright will receive a lump sum payment equal to 200% of the
annual salary then being paid to Mr. Wright by the Company. Mr. Wright is also
subject to certain noncompetition and non-solicitation restrictions pursuant to
the terms of the employment agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1996, Mr. Fisher and Mr. Aronow
served as members of the Company's Compensation Committee. Neither Mr. Fisher
nor Mr. Aronow has ever been an employee of the Company or any of its
subsidiaries.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee's overall compensation policy
applicable to the Company's executive officers is to provide a compensation
program that is intended to attract and retain qualified executives for the
Company and to provide them with incentives to achieve Company goals and
increase shareholder value. The Compensation Committee implements this policy
through establishing salaries and bonuses and granting stock options. The
Compensation Committee's current policy is not to provide significant pension or
other retirement benefits for the Company's employees.
SALARIES. The Compensation Committee's policy is to provide salaries that
are generally similar to those of similar executive officers in similar
companies. The Compensation Committee determines comparable salaries through
discussions with candidates for such positions, Company research and the
research of independent consultants concerning the salaries paid by other
similar companies.
BONUSES. The Compensation Committee's policy is to provide a significant
portion of executive officers' total compensation through annual bonuses to
provide them with incentives to achieve the Company's financial and operational
goals and increase shareholder value. The Company's bonus arrangements for its
officers are intended to make a major portion of each officer's compensation
dependent on the Company's overall performance. The bonuses for the Company's
officers are also intended to identify and give priority to the Company's goals
by tying compensation to the Company's business plans, and to link executive
compensation to shareholder value and to encourage the executives to act as a
team. Bonuses are also intended to recognize the executive's individual
contributions to the Company.
For the fiscal year ended December 31, 1997, the Company's highest paid
executives could have received a potential bonus of up to the following
percentages of their salaries: Mr. Parr -- 25%; and Mr. Wright --
7
<PAGE> 10
50%. Such bonuses are based on the Compensation Committee's discretionary
evaluation of the individual executive's performance for the year, the Company's
financial condition, strategic and operational accomplishments and operating
income. For the year ended December 31, 1997, no such bonuses were awarded.
STOCK OPTIONS. The Compensation Committee's policy is to award stock
options to the Company's officers in amounts reflecting the participant's
position and ability to influence the Company's overall performance. Options are
intended to provide participants with an increased incentive to make
contributions to the long-term performance and growth of the Company, to join
the interests of participants with the interests of shareholders of the Company
and to attract and retain qualified employees. The Compensation Committee's
policy has been to grant options with a term of ten years to provide a long-term
incentive and to fix the exercise price of the options at the fair market value
of the underlying shares on the date of grant. Such options only have value if
the price of the underlying shares increases.
COMPENSATION OF DAVID W. WRIGHT.
Mr. Wright's annual salary as President and Chief Executive Officer of the
Company was $216,346 in 1997. Because the Company's performance in 1997 was
below the minimum threshhold established by the Compensation Committee for the
award of performance bonuses, the Compensation Committee approved no bonus for
Mr. Wright for 1997. Mr. Wright and the Company are parties to an employment
agreement (see "Employment Agreement"). In order to recognize Mr. Wright's
leadership position, to provide Mr. Wright with additional incentive to improve
the Company's stock price and to more closely link Mr. Wright's interests with
those of the Company's shareholders, the Compensation Committee has awarded Mr.
Wright options to purchase 200,000 shares of the Company's common stock. The
Compensation Committee believes that Mr. Wright's entire compensation package is
consistent with the compensation provided to chief executive officers by similar
companies.
By the Compensation Committee
Phillip Wm. Fisher
David S. Aronow
8
<PAGE> 11
PERFORMANCE GRAPH
The following line graph compares for the fiscal years ended December 31,
1993, 1994, 1995, 1996 and 1997 (i) the yearly cumulative total shareholder
return (i.e., the change in share price plus the cumulative amount of dividends,
assuming dividend reinvestment, divided by the initial share price, expressed as
a percentage) on the Company's Common Stock, with (ii) the cumulative total
return of the Nasdaq Stock Market Composite Index, and (iii) the cumulative
total return on Nasdaq stocks within SIC codes 3070-3079 (plastic products) and
3710-3719 (motor vehicles and equipment) (assuming dividend reinvestment;
weighted based on market capitalization).
<TABLE>
<CAPTION>
Durakon
Measurement Period Industries, NASDAQ NASDAQ
(Fiscal Year Covered) Inc. Market Avg. Peer Group
<S> <C> <C> <C>
12/31/92 100.0 100.0 100.0
12/31/93 133.7 114.8 128.1
12/30/94 132.7 112.2 117.5
12/29/95 96.2 158.7 115.0
12/31/96 98.1 195.2 157.8
12/31/97 73.1 239.6 209.4
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1997 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
9
<PAGE> 12
CERTAIN TRANSACTIONS WITH MANAGEMENT
In August 1991, the Company entered into a consulting agreement with
Coldwater Corporation, a Michigan corporation, of which Robert M. Teeter is
President and sole shareholder. That agreement has since been renewed annually.
Pursuant to such agreement, Coldwater Corporation receives an annual fee of
$50,000. Such fee is in lieu of, and not in addition to, director's fees to
which Mr. Teeter would otherwise be entitled.
AUDITORS
The Board of Directors has selected Coopers & Lybrand LLP to serve as the
Company's independent auditors for fiscal 1998. Coopers & Lybrand LLP has served
in such capacity since 1991. Representatives from Coopers & Lybrand LLP will be
present at the Annual Meeting of Shareholders, will have an opportunity to make
a statement if they wish, and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1999 Annual Meeting
which are eligible for inclusion in the Company's proxy statement for that
meeting under the applicable rules of the SEC must be received by the Company no
later than December 31, 1998. Such proposals should be addressed to the
Secretary at the Company's corporate headquarters.
GENERAL
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the meeting other than those described above.
However, if any other matters should come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote in accordance
with their judgment on such matters.
By Order of the Board of Directors,
JAMES SMITH
Secretary
Lapeer, Michigan
April 30, 1998
10
<PAGE> 13
<TABLE>
<S><C>
[X] PLEASE MARK
VOTES AS IN THIS
EXAMPLE
NOMINEES: David Aronow, Phillip Wm. Fisher,
FOR WITHHELD Richard J. Jacob, Robert M. Teeter,
1.) ELECTION OF [ ] [ ] David W. Wright
DIRECTORS 2.) In their discretion with respect
to any other matter that properly
comes before the meeting.
For, except vote withheld from the following nominee(s):
- -------------------------
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES LISTED ABOVE.
The proxies will vote your shares in
accordance with your directions on
this card and in their discretion with
respect to any other matters which may
properly come before the meeting. If
you do not indicate your choice on this
card, the proxies will vote your
SIGNATURE(S) ____________________________________________ DATE ______________ shares FOR the nominees for director
NOTE: Please sign exactly as name appears hereon. When shares are held by joint set forth.
tenants, both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
</TABLE>
<PAGE> 14
DURAKON INDUSTRIES, INC.
The undersigned hereby appoints Phillip Wm. Fisher and David W. Wright, or
either of them, as his, her or its proxies and attorneys-in-fact to vote at
Durakon Industries, Inc.'s Annual Meeting of Shareholders on May 26, 1998 and
any adjournments or postponements thereof on matters which may properly
come before the Annual Meeting, in accordance with and as more fully described
in the Notice of Meeting and the Proxy Statement, receipt of which is
acknowledged.
(To be Signed on Reverse Side)
