<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PACCAR 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
PACCAR LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of PACCAR Inc will be held at 10:30 a.m.
on Tuesday, April 28, 1998, at the Meydenbauer Center, 11100 N.E. 6th Street,
Bellevue, Washington for these purposes:
1. To elect three directors to serve three-year terms ending in 2001.
2. To transact such other business as may properly come before the meeting.
Pursuant to Section 3 of Article VI of the Bylaws, stockholders entitled to
notice of and to vote at this meeting are those of record as of the close of
business on March 5, 1998.
IMPORTANT: The vote of each stockholder is important regardless of the
number of shares held. Whether or not you plan to attend the meeting, you are
requested to date and sign the enclosed proxy card and return it promptly in the
enclosed postpaid envelope.
DIRECTIONS TO THE MEYDENBAUER CENTER CAN BE FOUND ON THE BACK COVER OF THE
ATTACHED PROXY STATEMENT.
By order of the Board of Directors
/S/J. M. D'Amato
J. M. D'Amato
Secretary
Bellevue, Washington
March 20, 1998
<PAGE> 3
---------------
PROXY STATEMENT
---------------
The Board of Directors of PACCAR Inc (the "Company") solicits the
accompanying proxy for use at the Annual Meeting of Stockholders of the Company
to be held April 28, 1998, at the Meydenbauer Center, 11100 N.E. 6th Street,
Bellevue, Washington. Execution of the proxy will not in any way affect a
stockholder's right to attend the meeting or prevent voting in person. A proxy
may be revoked by later dated proxy or by notice to the Secretary of the Company
at any time before it is voted.
The executive offices of the Company are located in the PACCAR Building,
777 - 106th Avenue N.E., Bellevue, Washington 98004. This proxy statement and
proxy card were first sent to stockholders about March 20, 1998.
Expenses for solicitation of proxies will be paid by the Company.
Solicitation will be by mail except for any facsimile, telephone, or personal
solicitation by directors, officers, and employees of the Company which may be
made without additional compensation. The Company will request banks and brokers
to solicit proxies from their customers and will reimburse those banks and
brokers for reasonable out-of-pocket costs for this solicitation.
VOTING RIGHTS
Stockholders eligible to vote at the meeting are those of record at the
close of business on March 5, 1998. Each outstanding share of common stock, par
value $1 per share, is entitled to one vote on all matters to be presented at
the meeting. As of the close of business on March 5, 1998, the Company had
outstanding 78,098,375 shares of common stock.
STOCK OWNERSHIP
CERTAIN OWNERS
The following persons are known to the Company to be the beneficial owner
of more than five percent of the Company's common stock at December 31, 1997
(amounts shown are rounded to whole share amounts):
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------------- --------
<S> <C> <C>
BankAmerica Corporation 6,449,087(a) 8.3
555 California Street
San Francisco, California 94104
Charles M. Pigott 4,739,930(b)(c) 6.1
P.O. Box 1518
Bellevue, Washington 98009
Scudder Kemper Investments, Inc. 4,087,832(d) 5.3
345 Park Avenue
New York, NY 10154
</TABLE>
1
<PAGE> 4
DIRECTORS AND EXECUTIVE OFFICERS
The following tabulation sets forth the shares of common stock beneficially
owned by each director and Named Officer (as identified below) and by all
directors and executive officers as a group at December 31, 1997 (amounts shown
are rounded to whole share amounts):
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT
NAME OWNED OF CLASS
---- ------------------- --------
<S> <C> <C> <C>
Cor G. Baan............................ 0 *
John M. Fluke, Jr...................... 3,398 *
Gerald Grinstein....................... 4,000 *
Carl H. Hahn........................... 1,670 *
Harold J. Haynes....................... 8,300 *
David J. Hovind........................ 91,057 (c)(f) *
Charles M. Pigott...................... 4,739,930 (b)(c) 6.1
James C. Pigott........................ 3,750,942 (e) 4.8
Mark C. Pigott......................... 778,800 (c)(g) 1.0
John W. Pitts.......................... 4,980 (c) *
Thomas E. Plimpton..................... 17,851 (f) *
Michael A. Tembreull................... 62,010 (f) *
Total of all directors and executive
officers as a group (16
individuals)......................... 7,870,358 (h) 10.1
</TABLE>
- ---------------
* does not exceed one percent.
(a) Of the 6,449,087 shares, BankAmerica Corporation and/or its subsidiaries
have sole voting power as to 5,782,392 shares, sole dispositive power as to
5,983,177 shares, shared voting power as to 1,800 shares and shared
dispositive power as to 83,508 shares.
(b) Includes 31,493 shares allocated in the Company's Savings Investment Plan,
160,138 stock units accrued for a deferred contingent cash award under the
1991 Long Term Incentive Plan ("LTI Plan") and options to purchase 154,812
shares. Also includes 1,398,334 shares held by a charitable trust of which
he is co-trustee and shares voting and dispositive power, and 268,455 shares
held by a corporation over which he has sole voting power and sole
dispositive power over 228,960 of such shares.
(c) Does not include shares held in the name of a spouse and/or children to
which beneficial ownership is disclaimed.
(d) Of the 4,087,832 shares, Scudder Kemper Investments, Inc. has sole voting
power as to 897,480 shares, sole dispositive power as to 4,058,052 shares,
shared voting power as 2,831,580 shares and shared dispositive power as to
29,780 shares.
(e) Includes the same 1,398,334 shares referenced in note (b) held by a
charitable trust of which he is a cotrustee and shares voting and
dispositive power.
(f) Includes shares allocated in the Company's Savings Investment Plan for which
the participant has sole voting power over all shares and dispositive power
as follows: D. J. Hovind (15,867 total/7,015 dispositive), T. E. Plimpton
(4,800 total/851 dispositive), and M. A. Tembreull (10,747 total/4,000
dispositive). Includes stock units accrued for deferred contingent cash
awards under the LTI Plan as follows: D. J. Hovind (5,600), T. E. Plimpton
(535), and M. A. Tembreull (7,789). Also includes options to purchase shares
as follows: D. J. Hovind (49,664), T. E. Plimpton (12,516), and M. A.
Tembreull (39,730).
(g) Includes 7,303 shares allocated in the Company's Savings Investment Plan for
which he has sole voting power and dispositive power over 1,979 shares, and
the same 268,455 shares owned by the corporation referenced in note (b) over
which he has no voting or dispositive power. Also includes options to
purchase 39,730 shares.
2
<PAGE> 5
(h) Reflects elimination of duplicate reporting of 1,398,334 shares referenced
in notes (b) and (e) and 268,455 shares referenced in notes (b) and (g).
ITEM 1. ELECTION OF DIRECTORS
Three directors, constituting Class III Directors, are to be elected at the
meeting. The persons named below have been designated by the Board as nominees
for election as Class III Directors for a term expiring at the Annual Meeting of
Stockholders in 2001. All of the nominees are currently serving as directors of
the Company.
Under Delaware law, directors are elected by a plurality of the votes cast
for the election of directors. Shares that are not voted affirmatively for the
election of directors (whether because authority to vote is withheld, the
stockholder does not return a proxy, the broker holding the shares does not vote
or otherwise) will not count in determining the total number of votes for each
nominee. Unless otherwise instructed, proxies which are returned will be voted
for the three nominees for Class III Directors.
If any of the nominees is unable to act as a director because of an
unexpected occurrence, the holders of the proxies, in their discretion, may vote
the proxies for another person. In the alternative, the Board of Directors may
make an appropriate reduction in the number of directors to be elected. The
Class I and Class II Directors named below have terms which expire in 1999 and
2000, respectively.
NOMINEES WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 2001 (CLASS III DIRECTORS):
CARL H. HAHN, age 71, served as chairman of the board of management of
Volkswagen AG from 1982 until his retirement at the end of 1992. He has served
as a director of the Company since 1993. He is also a director of Perot Systems
Corp. and TRW Inc. He also serves as a member of the supervisory boards of major
European companies, including, Thyssen AG, and Gerling.
CHARLES M. PIGOTT, age 68, became Chairman Emeritus of the Company in
January 1997. He served as President of the Company from 1965 to 1986, Chief
Executive Officer from 1968 until 1997, and Chairman from 1986 until 1997. He
has served as a director since 1961. He is also a director of The Boeing
Company, Chevron Corporation, and Seattle Times Company. He is the brother of
James C. Pigott, and the father of Mark C. Pigott, both directors of the
Company.
JOHN W. PITTS, age 71, was president, chief executive officer and a
director of MacDonald, Dettwiler and Associates Ltd., a systems engineering
company, from 1982 until his retirement in 1995. He was chairman, president,
chief executive officer and a director of Okanagan Helicopters Ltd., a
helicopter charterer, from 1970 to 1982. He has served as a director of the
Company since 1964. He is also a director of BC TELECOM Inc.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1999 (CLASS I DIRECTORS):
JOHN M. FLUKE, JR., age 55, is chairman of Fluke Capital Management, L.P.,
a private investment company. He was chairman of Fluke Corporation (formerly
John Fluke Mfg. Co., Inc.), a manufacturer of electronic test and measurement
equipment, from 1984 to 1990. He was chief executive officer of that company
from 1983 to 1987 and has been a director since 1976. He has served as a
director of the Company since 1984.
DAVID J. HOVIND, age 57, became President of the Company in January 1992.
He was Executive Vice President of the Company from July 1987 to January 1992,
Senior Vice President from December 1985 to July 1987, and Vice President from
September 1985 to December 1985. He has served as a director of the Company
since January 1992.
MICHAEL A. TEMBREULL, age 51, became Vice Chairman of the Company in
January 1995. He served as Executive Vice President from January 1992 to January
1995, and Senior Vice President from September 1990 to January 1992. He has
served as a director of the Company since July 1994.
3
<PAGE> 6
GERALD GRINSTEIN, age 65, has served as non-executive chairman of Delta
Airlines since August 1997. He served as chairman of Burlington Northern Santa
Fe Corp., a railroad transportation company, until his retirement in 1995. He
was chairman and chief executive officer of Burlington Northern Inc. from 1991
to 1995. Before joining Burlington Northern in 1987 he was chairman of Western
Airlines from 1983 to 1987 and a partner in the law firm of Preston,
Thorgrimson, Ellis and Holman from 1969 to 1983. He has served as a director of
the Company since 1997. He is also a director of Browning-Ferris Industries,
Inc., Delta Airlines, Inc., Sundstrand Corp. and Imperial Holly Corp.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 2000 (CLASS II DIRECTORS):
HAROLD J. HAYNES, age 72, has been senior counselor for Bechtel Group,
Inc., an international engineering and construction company, since 1981. He was
chairman, chief executive officer and a director of Standard Oil Company of
California (now Chevron Corporation), an integrated petroleum company, from 1974
until his retirement in 1981. He has served as a director of the Company since
1981. (He is retiring from the Board of Directors of the Company effective April
27, 1998.)
WILLIAM G. REED, JR., age 58, served as chairman of Simpson Investment
Company, a forest products holding company which is the parent of Simpson Timber
Company from 1986 to 1996. He was chairman of Simpson Timber Company from 1971
to 1986. He is a director of Microsoft, Safeco Corporation, Seattle Times
Company and Washington Mutual, Inc. (Elected by the Board to serve for the
remainder of H. J. Haynes' term as a Class II director.)
JAMES C. PIGOTT, age 61, has been president of Pigott Enterprises, Inc., a
private investment company, since 1983 and president of Management Reports &
Services, Inc., a provider of business services, from February 1986 to January
1988 and chairman and chief executive officer since June 1988. He was president,
chief executive officer and a director of Stetson-Ross, Inc., a woodworking
machinery manufacturer, from 1976 to 1983. He has served as a director of the
Company since 1972. He is the brother of Charles M. Pigott and the uncle of Mark
C. Pigott, both directors of the Company.
MARK C. PIGOTT, age 44, became Chairman and Chief Executive Officer of the
Company in January 1997. He served as a Vice Chairman of the Company from
January 1995 to December 31, 1996, Executive Vice President from December 1993
to January 1995, Senior Vice President from January 1990 to December 1993 and
Vice President from October 1988 to December 1989. He has served as a director
of the Company since July 1994. He is the son of Charles M. Pigott and nephew of
James C. Pigott, both directors of the Company.
The Board recommends a vote FOR the election of C. H. Hahn, C. M. Pigott,
and J. W. Pitts as directors.
STOCKHOLDER PROPOSALS
A stockholder proposal must be received at the principal executive offices
of the Company, P.O. Box 1518, Bellevue, Washington 98009 by November 20, 1998
to be considered for inclusion in the proxy materials for the Company's 1999
Annual Meeting.
BOARD COMMITTEES AND MEETINGS
AUDIT COMMITTEE--The Board of Directors has a standing Audit Committee.
Members of the Audit Committee are J. M. Fluke, Jr., C. M. Pigott, J. C. Pigott,
and J. W. Pitts. The functions of the Audit Committee include review of the
independent accountant's report, modification of audit procedures as may be
appropriate, and performance of such other responsibilities as the Board of
Directors may prescribe. The Committee met once in 1997.
COMPENSATION COMMITTEE--The Board of Directors has a standing Compensation
Committee. Members of the Compensation Committee are G. Grinstein, H. J. Haynes,
and J. W. Pitts. The functions of the Compensation Committee include reviewing
and approving compensation of certain executives. The
4
<PAGE> 7
Committee also administers the Company's LTI Plan, the Senior Executive
Incentive Plan and the Deferred Compensation Plan. The Committee met three times
in 1997.
EXECUTIVE COMMITTEE--The Board of Directors has a standing Executive
Committee. Members of the Executive Committee are C. M. Pigott, M. C. Pigott,
and J. W. Pitts. The function of the committee is to act on routine Board
matters when the Board is not in session. The Committee met two times in 1997.
The Company does not have a Nominating Committee.
The Board of Directors met four times during 1997, and each member attended
at least 75% of the aggregate of meetings of the Board of Directors and the
committees of the Board on which each served.
COMPENSATION OF EXECUTIVE OFFICERS AND RELATED MATTERS
The information in the following table relates to the annual and long term
compensation for service in all capacities to the Company for the fiscal years
ended December 31, 1997, 1996 and 1995 of those persons who were, during 1997
and at December 31, 1997, (a) the Chief Executive Officer and (b) the other four
most highly compensated executives of the Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG TERM COMPENSATION COMPENSATION(A)
--------------------------------- ------------------------- ---------------
AWARDS PAYOUTS
------------ ----------
SECURITIES
OTHER UNDERLYING LONG TERM
ANNUAL OPTIONS/SARS INCENTIVE
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (SHARES) PAYOUTS(B)
--------------------------- ---- -------- -------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
M. C. Pigott................... 1997 $743,269 (c) (d) 52,850 $ 90,750 $ 8,000
Chairman and Chief 1996 498,077 300,000 (d) 42,542 90,000 7,500
Executive Officer 1995 398,558 212,000 (d) 39,730 72,400 7,500
D. J. Hovind................... 1997 598,654 (c) (d) 35,234 218,400 8,000
President 1996 550,000 385,000 (d) 46,796 219,938 7,500
1995 520,000 307,292 (d) 49,664 192,525 7,500
M. A. Tembreull................ 1997 597,308 (c) (d) 35,234 109,120 8,000
Vice Chairman 1996 498,077 350,000 (d) 42,542 141,075 7,500
1995 399,039 228,000 (d) 39,730 60,584 7,500
T. E. Plimpton................. 1997 300,000 (c) (d) 12,684 57,713 8,000
Senior Vice President 1996 269,615 107,812 (d) 11,912 70,875 7,500
1995 230,769 109,613 (d) 12,516 50,186 7,500
C. G. Baan(e).................. 1997 335,539 (c) (d) 0 0 27,594
Senior Vice President 1996 42,287 8,457 (d) 0 0 3,478
</TABLE>
- ---------------
(a) Amounts of All Other Compensation represent Company matching contributions
to the Company's Savings Investment Plan and the company contributions for
Mr. Baan to the DAF Pension Fund B, a defined contribution plan.
(b) Represents cash awards which were paid, or were payable but deferred at the
Named Officer's election, during 1995, 1996, and 1997 and earned during the
1992-1994, 1993-1995 and 1994-1996 LTI Plan performance cycles,
respectively.
(c) Amounts of bonuses earned in 1997 to be paid in 1998 were not determined on
the date this proxy statement was prepared.
(d) The aggregate amount of perquisites and other personal benefits was less
than the required reporting threshold (the lesser of $50,000 or 10% of the
total of annual salary and bonus for the Named Officer).
(e) C. G. Baan's compensation is paid in Dutch guilders and is converted to U.S.
dollars using the 12/31/97 exchange rate. Mr. Baan's 1996 compensation is
shown only for the period from the acquisition of DAF
5
<PAGE> 8
(November 15, 1996 to December 31, 1996). Mr. Baan's 1996 bonus payment was
based on performance goals established prior to acquisition.
OPTION GRANTS--Shown below is information on grants of stock options
pursuant to the LTI Plan in 1997 to the Named Officers which are also reflected
in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR(a)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR BASE PRICE DATE VALUE(B)
---- ---------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
M. C. Pigott.................... 52,850 12.9% $36.625 4/29/2007 $499,041
D. J. Hovind.................... 35,234 8.6 36.625 4/29/2007 332,701
M. A. Tembreull................. 35,234 8.6 36.625 4/29/2007 332,701
T. E. Plimpton.................. 12,684 3.1 36.625 4/29/2007 119,770
C. G. Baan...................... 0 0.0 0.00 N/A 0
</TABLE>
- ---------------
(a) The date that all options granted in 1997 become exercisable is January 1,
2000. This date may be accelerated in the event of a Change in Control of
the Company (as defined in the LTI Plan).
(b) The grant date present value was determined by using a variation of the
Black-Scholes option pricing model with the following assumptions: (i)
30.45% expected share price volatility, (ii) 6.94% risk-free rate of return,
(iii) an expected dividend yield of 4.10%, (iv) a ten-year exercise period,
and (v) a five-year option term.
OPTION EXERCISES AND FISCAL YEAR-END VALUES--Shown below is information
concerning the exercise of stock appreciation rights and options to purchase the
Company's common stock under the 1981 Long Term Incentive Plan and the LTI Plan
by the Named Officers in 1997 or held by them at December 31, 1997:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
SHARES ACQUIRED OPTIONS/SARS AT FY-END SARS AT FY-END
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
M. C. Pigott......... 8,770 $233,591 0/135,122 $0/$3,214,207
D. J. Hovind......... 7,437 241,893 0/131,694 0/ 3,358,758
M. A. Tembreull...... 6,290 249,669 0/117,506 0/ 2,938,077
T. E. Plimpton....... 2,198 55,618 0/ 37,112 0/ 909,361
C. G. Baan........... 0 0 0/ 0 0/ 0
</TABLE>
6
<PAGE> 9
LONG TERM INCENTIVE PLANS--All stock-based awards under the 1981 Long Term
Incentive Plan and the LTI Plan are shown in the Option Grant and Option
Exercise tables set forth above. Shown below is information with respect to
nonstock price-based awards made in 1997 under the LTI Plan:
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE ---------------------------------
NAME PERIOD THRESHOLD TARGET MAXIMUM
---- ----------------- --------- -------- --------
<S> <C> <C> <C> <C>
M. C. Pigott............................ 1/1/97 - 12/31/99 $30,713 $337,500 $675,000
D. J. Hovind............................ 1/1/97 - 12/31/99 20,475 225,000 450,000
M. A. Tembreull......................... 1/1/97 - 12/31/99 20,475 225,000 450,000
T. E. Plimpton.......................... 1/1/97 - 12/31/99 23,936 81,000 162,000
C. G. Baan.............................. 1/1/97 - 12/31/99 0 0 0
</TABLE>
Payments of awards under the LTI Plan are tied to achieving Company,
business unit, and individual goals over a three-year performance period. Goals
established for Company performance are based on the Company's financial
performance relative to a selected group of companies with similar business
characteristics. Goals established for business unit and individual performance
are based on financial and strategic objectives approved by the Compensation
Committee on an individual basis.
RETIREMENT BENEFITS--The following table shows the estimated annual
retirement benefit payable to participating employees, including the Named
Officers, under the Company's noncontributory retirement plan and Supplemental
Retirement Plan:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 300,000........... $ 65,302 $ 87,070 $108,837 $130,604 $152,372
400,000........... 87,802 117,070 146,337 175,604 204,872
500,000........... 110,302 147,070 183,837 220,604 257,372
700,000........... 155,302 207,070 258,837 310,604 362,372
900,000........... 200,302 267,070 333,837 400,604 467,372
1,200,000........... 267,802 357,070 446,337 535,604 624,872
1,500,000........... 335,302 447,070 558,837 670,604 782,372
</TABLE>
The Company has a noncontributory retirement plan which has been in effect
since 1947. Named Officers participate in this plan on the same basis as other
salaried employees. The plan provides benefits based on years of service and
salary. The benefit for each year of service, up to a maximum of 35 years, is
equal to 1% of salary plus 0.5% of salary in excess of the Social Security
Covered Compensation level. Salary is defined as the average of the highest 60
consecutive months of an employee's cash compensation, which includes those
amounts reported in the "Salary" and "Bonus" columns of the Summary Compensation
Table, but it excludes compensation under the LTI Plan. Years of credited
service as of December 31, 1997 for the Named Officers are: M. C. Pigott, 19
years; D. J. Hovind, 33 years; M. A. Tembreull, 27 years; and T. E. Plimpton, 21
years.
The Company's unfunded Supplemental Retirement Plan provides a retirement
benefit to those affected by the maximum benefit limitations permitted for
qualified plans by the Internal Revenue Code and to those deferring incentive
compensation bonuses. The benefit is equal to the amount of normal pension
benefit reduction resulting from the application of maximum benefit and salary
limitations and the exclusion of deferred incentive compensation bonuses from
the retirement plan benefit formula.
The Pension Plan Table illustrates approximate retirement benefits at age
65 and are based on single life annuity amounts. They are not subject to any
deduction for Social Security or other offset amounts.
7
<PAGE> 10
C. G. Baan is eligible for benefits under a retirement plan sponsored by
DAF Trucks N.V. 60% of the Plan funding is provided by the company. The plan
provides benefits based on years of service, to a maximum of 40 years, and
salary. Benefits apply to that portion of the salary in excess of $16,677, up to
a maximum of $48,094. The initial and maximum salaries are periodically
adjusted. The pension benefit is equal to 1.75% of applicable salary for each
year of service. Mr. Baan's annual retirement benefit at his normal retirement
date is projected to be $18,324.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION--The Compensation
Committee of the Board of Directors has furnished the following report on
executive compensation:
Under the supervision of the Compensation Committee, the Company has
designed its executive pay programs to provide a direct link between Company
performance and executive compensation. These programs have been in use for a
number of years. The compensation of Company executives under these programs is
determined annually by the Compensation Committee.
The Company believes that its overall executive compensation package should
be sufficient to attract and retain highly qualified executives and should
provide meaningful incentives for measurably superior performance. The Company's
executive compensation program is comprised of three main components: (i) base
salaries; (ii) annual cash bonuses intended to focus maximum effort on achieving
profitability, individually assigned objectives, and the highest level of
product quality; and (iii) long term incentives in the form of stock options and
cash awards intended to focus efforts on achieving long term growth in net
income, return on sales, and return on capital. (Mr. Baan was not a participant
in the LTI Plan for 1997.)
Base Salaries. Base salaries are compared with independent salary surveys,
and consultants are utilized from time to time to assure that the overall
compensation package is competitive with the average compensation packages
offered by similar companies, including some of the selected companies described
in the long term incentive plan discussed below (the "Selected Companies"). The
most recent survey compared the compensation packages of 329 companies with
which the Company competes in the market for executive talent. Among the
companies included in the survey were nine of the thirteen companies which
comprise the Standard & Poor's indices used in the performance graph set forth
later in this proxy statement. The base salaries of the Company's executive
officers including its Chief Executive Officer were in the median range of the
salaries paid by similar companies surveyed.
Annual Cash Bonuses. Annual cash bonuses may range from 0% up to 77% of the
executive's base salary. In general, from 50% to 100% of these bonuses are based
on the Company's performance compared to an overall profit goal approved by the
Compensation Committee. The balance of the executives' bonus calculation is
based upon the attainment of one or more individual goals approved by the
Compensation Committee. In general, these goals involve factors such as the
financial performance of the business units for which the executive has direct
responsibility, such as profitability or return on investment, as well as non-
financial performance criteria such as market share improvement, product
quality, new product development, production efficiencies and similar specific
individual assignments. The individual goals are changed annually, and a level
of importance is assigned to each goal on a percentage basis. The calculation of
the bonus takes into account both the level of achievement and the assigned
importance of the goal. The achievement of each goal is determined separately,
and no bonus for a specific goal is paid unless at least 70% of that goal is
achieved.
The bonuses paid in 1997 reflect an achievement in excess of 100% of the
Company's overall profit goal for 1996. The amounts of bonuses earned in 1997
(to be paid in 1998) were not determined on the date this proxy statement was
prepared.
Long Term Incentives. Given the cyclical nature of the Company's business,
long term incentives are based on a three-year performance period and are
provided through annual grants of stock options and cash incentives. The
Compensation Committee determines a target award for each executive officer,
expressed as a percentage of salary at the date the award is granted. The target
award is allocated 85% to stock options and 15% to the cash incentive award.
Stock options become exercisable at the end of the three-year performance period
and are intended to link the interests of key employees directly with
stockholders' interests through
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<PAGE> 11
increased individual stock ownership. The exercise price of the stock options is
the market price at the time of grant.
A significant portion (50% to 100%) of the long term cash incentive award
is based on overall Company performance measured in terms of the Company's
ranking in compound growth of net income, return on sales, and return on capital
(weighted equally) when compared to the Selected Companies, a group of Fortune
500 companies in similar industries. The Selected Companies have been used for
this comparison for a number of years; these companies have been selected
because, in the judgment of the Company's compensation consultants and the
Compensation Committee, they are the most directly comparable in size and nature
of business to the Company. The Selected Companies include seven of the thirteen
companies which make up the published Standard & Poor's indices in the
performance graph set forth below.
The balance of the executives' long term cash incentive award is based upon
each executive's meeting business unit and individual objectives. These
objectives are established on the same basis as the types of individual goals
described above for the annual cash bonus, but they are measured over a
three-year performance cycle. The actual amount of each individual's cash
incentives related to the executive's business unit financial performance and
other individual objectives is determined by the Compensation Committee at the
end of a rolling three-year performance cycle, based on the Committee's
evaluation of each executive's performance during the preceding three years. The
target amount will be earned if Company financial performance ranks above at
least half of the Selected Companies and business unit and individual
performance are at 100% of goal. The maximum award amount will be earned if
Company financial performance ranks above all of the comparison companies and
business unit and individual performance are at least 150% of goal. No award
will be earned if Company financial performance ranks below 75% of the Selected
Companies and business unit and individual performance is below 75% of goal.
The cash awards paid in 1997 for the three-year cycle ended in 1996 reflect
an achievement in excess of 100% of the comparative performance goal. The
incentive cash awards for each executive officer for the three-year cycle ended
in 1997 were not determined on the date this proxy statement was prepared.
Chief Executive Officer's Compensation. The Chief Executive Officer's
compensation is comprised of the same components as other executives: (i) base
salary; (ii) an annual cash bonus; and (iii) a long term incentive in the form
of stock options and a cash award.
The annual bonus and long term incentive cash awards paid in 1997 were
earned in 1996 prior to M. C. Pigott's election as CEO on January 1, 1997. The
CEO's annual cash bonus was based entirely on the Company's profit goal as
established by the Compensation Committee. The annual bonus earned in 1996 and
paid in 1997 reflects an achievement in excess of 100% of the goal for 1996. The
annual bonus earned in 1997 to be paid in 1998 was not determined on the date
this proxy statement was prepared. The cash portion of the long term incentive
was based 50% on the Company's performance during the three-year cycle as
compared to the Selected Companies and 50% on a business unit goal established
by the Compensation Committee. For the three-year cycle ended in 1996, the
Company achieved in excess of 100% of the Company performance goal and the
business unit goal was partially met. The incentive cash award for the
three-year cycle ended in 1997 was not determined on the date this proxy
statement was prepared. As with other executives, the size of the stock option
award is determined on the basis of salary and not on the amount and terms of
options already held.
In 1997 the Company's shareholders approved changes to the LTI Plan and the
annual cash bonus program to allow the Company to preserve tax deductions for
performance based executive compensation under section 162(m) of the Internal
Revenue Code.
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Overall Compensation. The overall compensation package (base salary, annual
cash bonuses and long term incentives) for the Company's executive officers was
within the median range of compensation paid by similar companies surveyed
except for the Chief Executive Officer who was below the median range. The
Compensation Committee believes that the overall compensation package for the
Company's key executives meets the objective of providing significant individual
performance incentives.
MEMBERS OF THE
COMPENSATION COMMITTEE
G. Grinstein
H. J. Haynes
J. W. Pitts
SHAREOWNER RETURN PERFORMANCE PRESENTATION--Set forth below is a line graph
comparing the yearly percentage change in the cumulative total shareowner return
on the Company's common stock to the cumulative total return of the Standard &
Poor's Composite -- 500 Stock Index and an equally-weighted simple average of
the Standard & Poor's Heavy-Duty Trucks & Parts and the Standard & Poor's
Machinery (Diversified) indices (as reported on the Bloomberg data service) for
the period of five fiscal years commencing December 31, 1992 and ending on
December 31, 1997. Management believes that the blending of these two indices
provides a better comparison than either of the indices alone because the
Company's performance can be compared to a larger number of comparable
companies. The comparison assumes that $100 was invested on December 31, 1992 in
the Company's common stock and in the stated indices and assumes reinvestment of
dividends.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) PACCAR Inc S&P 500 S&P Indices
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 110.48 109.92 135.78
1994 98.01 111.33 124.67
1995 102.16 152.65 143.82
1996 170.98 187.27 178.94
1997 274.44 249.26 243.59
</TABLE>
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<PAGE> 13
COMPENSATION OF DIRECTORS
In 1997, each director who was not an employee was entitled to an annual
retainer of $40,000 and a fee of $5,000 for each Board or committee meeting
attended. A single meeting attendance fee is paid when more than one meeting is
held on the same day.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has performed the audit of the Company's financial
statements for the year 1997 and has been selected to perform this function for
1998. Partners from the Seattle office of Ernst & Young LLP are expected to be
present at the stockholders' meeting with the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions.
OTHER BUSINESS
The Company knows of no other matters likely to be brought before the
meeting. However, if other proposals are presented, proxies will be voted in
respect thereof in accordance with the judgment of the person or persons voting
such proxies.
/s/ JANICE M. D'AMATO
---------------------
Janice M. D'Amato
Secretary
Bellevue, Washington
March 20, 1998
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map
From I-405 take the N.E. 4th Street Exit, head west.
Turn right on 112th Avenue N.E. (heading north).
Turn left on N.E. 6th Street (heading west).
Parking garage entrance is on N.E. 6th Street.
<PAGE> 15
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<PAGE> 17
PACCAR INC
777 106TH AVE. N.E., BELLEVUE, WASHINGTON, 98004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 1998
The undersigned hereby appoints Mark C. Pigott and John W. Pitts as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
PACCAR Inc held of record by the undersigned on March 5, 1998, at the annual
meeting of stockholders to be held on April 28, 1998, or any adjournment
thereof.
Election of three Class III Directors to serve three-year terms ending in 2001:
Carl H. Hahn, Charles M. Pigott, John W. Pitts
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE DESIGNATED PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
---------------
| SEE REVERSE |
| SIDE |
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<PAGE> 18
[X] Please mark your
votes as in this
example
This proxy when properly signed will be voted in the manner directed
herein by the undersigned stockholder. If properly signed and no direction is
made, this proxy will be voted FOR all nominees for director.
FOR WITHHELD
1. Election of [ ] [ ] 2. In their discretion, Proxies are
Directors authorized to vote upon such other
(see reverse) matters as may properly come before
the meeting.
For, except vote withheld from
the following nominee(s):
- ------------------------------
Please sign exactly as name appears in
type. When shares are held by joint
owners, both should sign. When acting as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign full corporate name by President or
other authorized officer. If a
partnership, please sign partnership
name by authorized person.
------------------------------------------
| PLEASE MARK, SIGN, DATE AND RETURN THE |
| PROXY CARD PROMPTLY USING THE ENCLOSED |
| ENVELOPE. |
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SIGNATURE(S) DATE
