<PAGE>
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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 Section 240.14a-11(c) or
Section 240.14a-12
STEEL TECHNOLOGIES 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:
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(4) Date Filed:
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<PAGE>
STEEL TECHNOLOGIES INC.
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1999
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of STEEL TECHNOLOGIES INC. (the "Company") will be
held at the Louisville Marriott East, 1903 Embassy Square
Boulevard (I-64 and Hurstbourne Lane), Louisville, Kentucky, on
Thursday, January 28, 1999 at 9:00 A.M. (Eastern Standard Time),
for the following purposes:
(1) To elect one class of three directors for a term
expiring in 2002;
(2) To ratify the selection of PricewaterhouseCoopers
LLP as the Company's independent accountants for the
fiscal year ending September 30, 1999; and
(3) To transact such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
December 11, 1998 are entitled to notice of and to vote at the
Annual Meeting. In the event the Annual Meeting should be
adjourned to a date or dates later than May 28, 1999, the Board
of Directors will establish a new record date for purposes of
determining those shareholders entitled to notice of and to vote
at any such adjournments. The transfer books will not be closed.
By Order of the Board of Directors
JOHN M. BAUMANN, JR.
Secretary
15415 Shelbyville Road
Louisville, Kentucky 40245
December 18, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, WHICH DOES NOT REQUIRE ANY POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU ARE ABLE TO ATTEND THE
MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT
ANY TIME BEFORE THE PROXY IS EXERCISED.
<PAGE>
STEEL TECHNOLOGIES INC.
15415 SHELBYVILLE ROAD
LOUISVILLE, KENTUCKY 40245
---------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with
the solicitation of proxies on behalf of the Board of Directors
of Steel Technologies Inc., a Kentucky corporation (the
"Company"), to be used at the Annual Meeting of Shareholders of
the Company to be held at 9:00 A.M. (Eastern Standard Time), on
Thursday, January 28, 1999, at the Louisville Marriott East, 1903
Embassy Square Boulevard (I-64 and Hurstbourne Lane), Louisville,
Kentucky, and at any and all adjournments thereof, for the
purposes set forth in the accompanying Notice of the meeting.
Shares represented by duly executed proxies in the
accompanying form received prior to the meeting and not revoked
will be voted at the meeting or at any adjournments within 120
days thereof in accordance with the choices specified on the
ballot. If no choices are specified, it is the intention of the
persons named as proxies in the accompanying form of proxy to
vote for the nominees for election as directors and for the
ratification of independent accountants for the 1999 fiscal year.
Such proxy may be revoked by the person executing it at any time
before the authority thereby granted is exercised by giving
written notice to the Secretary of the Company, by delivery of a
duly executed proxy bearing a later date or by voting in person
at the meeting. Attendance at the meeting will not have the
effect of revoking a proxy unless the shareholder so attending so
notifies the secretary of the meeting in writing prior to voting
of the proxy.
The expenses of soliciting proxies for the Annual
Meeting, including the cost of preparing, assembling and mailing
this proxy statement and the accompanying form of proxy, will be
borne by the Company. In addition to the solicitation of proxies
by mail, certain officers and regular employees of the Company,
without additional compensation, may use their personal efforts,
by telephone or otherwise, to obtain proxies. The Company will
also request persons, firms and corporations holding shares in
their names, or in the names of their nominees, which shares are
beneficially owned by others, to send this proxy material to and
obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in so doing.
The presence in person or by proxy of shareholders
holding a majority of the outstanding shares of the Company's
Common Stock will constitute a quorum for the transaction of all
business at the Annual Meeting. A shareholder voting for the
election of directors may withhold authority to vote for all
nominees for directors or may withhold authority to vote for
certain nominees for directors. A shareholder may also abstain
from voting on the proposal to ratify the selection of
independent accountants for the 1999 fiscal year. Votes withheld
from the election of any nominee for director and abstentions
from any other proposal will be treated as shares that are
present and entitled to vote for purposes of determining the
presence of a quorum, but will not be counted in the number of
votes cast on any matter. If a broker does not receive voting
instructions from the beneficial owner of shares on a particular
matter and indicates on the proxy that it does not have
discretionary authority to vote on that matter, those shares will
not be considered as present and entitled to vote with respect to
that matter.
This proxy statement and the accompanying form of proxy
are being mailed to shareholders commencing on or about
December 18, 1998.
<PAGE>
VOTING SECURITIES
Only shareholders of record at the close of business on
December 11, 1998 are entitled to vote at the Annual Meeting or
any adjournments within 120 days thereof. As of December 11,
1998, there were 11,451,383 shares of the Company's Common Stock
outstanding and entitled to vote.
Each share of Common Stock entitles the holder to one
vote on all matters presented at the Annual Meeting, except that
cumulative voting applies in the election of directors. Under
cumulative voting, the holder of each share of Common Stock has
the right to cast as many votes in the aggregate as he owns
shares of such stock, multiplied by the number of directors to be
elected, and each shareholder may cast the whole number of such
votes for one nominee or distribute such votes in any proportion
among two or more nominees.
The following table sets forth certain information
regarding those persons known to management of the Company to own
of record or beneficially more than five percent of the
outstanding shares of the Company's Common Stock and the
ownership of such Common Stock by all directors and officers of
the Company as a group:
Amount and Nature Percent
of Beneficial of
Name and Address Ownership (1)(2)(3) Class (1)
---------------- ------------------- ---------
Merwin J. Ray .............. 1,586,233(4) 13.85%
15415 Shelbyville Road
Louisville, Kentucky 40245
J. P. Morgan & Co.
Incorporated ............. 1,445,000(5) 12.62%
60 Wall Street
New York, New York 10260
Dimensional Fund
Advisors Inc. ............ 838,000(6) 7.32%
1299 Ocean Avenue, 11th floor
Santa Monica, California 90401
D.G.R. Family Limited
Partnership .............. 802,747(7) 7.01%
15415 Shelbyville Road
Louisville, Kentucky 40245
All directors and officers
as a group (18 persons) .. 3,129,923(8) 27.33%
- --------------
(1) The table reflects share ownership and the percentage of
such share ownership as of December 11, 1998.
(2) Except as otherwise indicated, each person or entity shown
has sole voting and investment power with respect to the
shares of Common Stock owned by him or it.
2
<PAGE>
(3) Information with respect to beneficial ownership has been
obtained from the Company's shareholder records and from
information provided by shareholders.
(4) Includes 28,844 shares held by Mr. Ray's wife. Also
includes 27,500 shares subject to outstanding options under
the Company's stock option plans which are either presently
exercisable or will become exercisable within 60 days.
(5) Based upon a Schedule 13F filed on September 30, 1998 with
the Securities and Exchange Commission by J. P. Morgan & Co.
Incorporated. Includes 1,279,300 shares held with sole
voting power.
(6) Based upon a Schedule 13F filed on September 30, 1998 with
the Securities and Exchange Commission by Dimensional Fund
Advisors Inc. Includes 548,800 shares held with sole
voting power.
(7) D.G.R. Family Limited Partnership was formed in December
1994 to provide for the transfer of ownership to her
children of shares of Steel Technologies common stock
previously held in trust for the benefit of Dorothy
Geraldine Ray. Merwin J. Ray, as trustee of the Dorothy
Geraldine Ray trust, is a limited partner of the
Partnership. The general partners of the Partnership are
Bradford T. Ray, Stuart N. Ray, Heidi J. Gregg and Leslie A.
Carroll. Bradford T. Ray is President and Chief Operating
Officer, and Stuart N. Ray is Vice President of the Company
and President of Mi-Tech Steel, Inc., the Company's fifty
percent-owned corporate joint venture.
(8) Includes 330,150 shares subject to outstanding options under
the Company's stock option plans which are either presently
exercisable or will become exercisable within 60 days.
See "Election of Directors" below for share ownership
information with respect to nominees for election as directors
and continuing directors.
ITEM I. ELECTION OF DIRECTORS
The Board of Directors is presently divided into three
classes consisting of three directors each. Each class is
elected for a three-year term expiring in successive years. The
nominees for election as Class III directors are Mr. Merwin J.
Ray, Mr. Bradford T. Ray and Mr. Doug A. Bawel. Mr. Merwin J.
Ray and Mr. Bradford T. Ray were most recently elected by the
shareholders at the 1996 annual meeting for a three-year term
expiring at the 1999 Annual Meeting. Mr. Doug A. Bawel is
nominated to become a new director. If elected, Messrs. Ray, Ray
and Bawel will hold office for a three-year term expiring in 2002
and until their respective successors have been elected and
qualified.
Shareholders voting at the Annual Meeting may not vote
for more than the number of nominees listed in this Proxy
Statement. Directors will be elected by a plurality of the total
votes cast at the Annual Meeting. That is, the three nominees
receiving the greatest number of votes for Class III directors
will be deemed elected directors. It is the intention of the
persons named as proxies in the accompanying form of proxy
(unless authority to vote therefor is specifically withheld) to
vote for the election of the three nominees for Class III
directors. In the event that any of the nominees becomes
unavailable (which is not now anticipated by the Company), the
persons named as proxies have discretionary authority to vote for
a substitute nominee designated by the present Board of
Directors. The Board of Directors has no reason to believe that
any of said nominees will be unwilling or unable to serve if
elected.
3
<PAGE>
The following table contains certain information
regarding each of the nominees for election as directors at this
year's annual meeting and each continuing director. Each of
these individuals has furnished the respective information shown.
Except as otherwise indicated, each of the persons listed below
has sole voting and investment power with respect to the shares
of Common Stock owned by him.
<TABLE>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AS
OF DECEMBER 11, 1998
NAME AND YEAR FIRST -------------------------
PRINCIPAL OCCUPATION BECAME NUMBER PERCENT
OR EMPLOYMENT AGE DIRECTOR OF SHARES OF CLASS
- -------------------- --- ---------- --------- --------
NOMINEES FOR DIRECTORS
CLASS III
(TERM EXPIRING IN 2002)
<S> <C> <C> <C> <C>
Merwin J. Ray .......... 69 1971 1,586,233(1) 13.85%
Chairman of the Board and
Chief Executive Officer
Bradford T. Ray......... 40 1989 522,470(2) 4.56%
President and Chief
Operating Officer
Doug A. Bawel........... 43 - 2,800 *
President, Jasper Engine &
Transmission Exchange
CONTINUING DIRECTORS
CLASS I
(TERM EXPIRING IN 2000)
Ralph W. McIntyre....... 76 1973 337,070(3) 2.94%
Retired President,
Warren Tool Corporation
Jimmy Dan Conner........ 45 1995 3,514(4) *
President,
Old Colony Insurance
Service, Inc.
Andrew J. Payton........ 40 1997 4,108 *
Owner and President,
Professional Search Consultants
(executive and professional
recruiting services)
4
<PAGE>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AS
OF DECEMBER 11, 1998
NAME AND YEAR FIRST -------------------------
PRINCIPAL OCCUPATION BECAME NUMBER PERCENT
OR EMPLOYMENT AGE DIRECTOR OF SHARES OF CLASS
- -------------------- --- ---------- --------- --------
CLASS II
(TERM EXPIRING IN 2001)
William E. Hellmann..... 49 1985 2,007(5) *
Partner, Stites &
Harbison, Attorneys
Howard F. Bates, Jr..... 52 1985 88,353(6) *
Vice President -
Technical Services
Michael J. Carroll...... 41 1992 115,196(7) 1.01%
Executive Vice President
</TABLE>
- ---------------
* Less than 1%
(1) Includes 28,844 shares held by Mr. Ray's wife. Also includes 27,500
shares subject to outstanding options under the Company's stock option
plans which are either presently exercisable or will become
exercisable within 60 days.
(2) Includes 4,985 shares held by Mr. Ray's wife; 23,355 shares held by
Mr. Ray's children; 267,999 shares held by D.G.R. Family Limited
Partnership and a related family trust, of which Mr. Ray is a general
partner and co-trustee, respectively; and 61,500 shares subject to
outstanding options under the Company's stock option plans which are
either presently exercisable or will become exercisable within 60
days.
(3) Includes 55,239 shares held by Mr. McIntyre's wife. Also includes
1,257 shares, the receipt of which has been deferred under the
nonemployee directors stock plan.
(4) Includes 2,514 shares, the receipt of which has been deferred under
the nonemployee directors stock plan.
(5) Includes 1,257 shares, the receipt of which has been deferred under
the nonemployee directors stock plan.
(6) Includes 60,500 shares subject to outstanding options under the
Company's stock option plans which are either presently exercisable or
will become exercisable within 60 days.
(7) Includes 15,240 shares held by Mr. Carroll's children. Also includes
60,500 shares subject to outstanding options under the Company's stock
option plans which are either presently exercisable or will become
exercisable within 60 days.
5
<PAGE>
NOMINEES FOR DIRECTORS
Mr. Merwin J. Ray has served as Chairman of the Board
of the Company since its incorporation in 1971, and as Chief
Executive Officer since May 1985. He previously held the position
of President from 1971 to May 1985. Mr. Ray is the father of
Bradford T. Ray, President and Chief Operating Officer of the
Company.
Mr. Bradford T. Ray has served as President and Chief
Operating Officer of the Company since November 1994. He
previously held the positions of Executive Vice President of the
Company from April 1993 to November 1994, and Vice President-
Manufacturing of the Company from January 1987 to April 1993.
Mr. Doug A. Bawel has served as President of Jasper
Engine & Transmission Exchange since 1987. He has over 25 years
in the automotive industry and is a well-known lecturer on the
subject of the automotive aftermarket.
CONTINUING DIRECTORS
Mr. McIntyre retired October 1, 1987 as President of
Warren Tool Corporation, Warren, Ohio, a manufacturer of hand
tools. He had held that position for more than the previous five
years.
Mr. Conner is the current President of Old Colony
Insurance Service, Inc., Crestwood, Kentucky. He has held that
position since January 1993. From June 1991 to January 1993, Mr.
Conner served as an account executive with Old Colony Insurance
Service. From May 1989 to June 1991, he was an officer and part
owner of Conner, Musselman & Calvert Insurance Agency,
Louisville, Kentucky.
Mr. Payton is the owner and President of Professional
Search Consultants, an executive and professional recruiting and
consulting firm located in Louisville, Kentucky. Prior to
acquiring Professional Search Consultants in 1995, Mr. Payton
served as the Director of Administration for the law firm of
Brown, Todd & Heyburn PLLC, Louisville, Kentucky, from October
1993 to January 1996, and Director of Marketing for Brown, Todd &
Heyburn PLLC from October 1988 to October 1993.
Mr. Hellmann is a partner in the law firm of Stites &
Harbison, Louisville, Kentucky. Stites & Harbison serves as
general counsel to the Company.
Mr. Bates has served as Vice President-Technical
Services of the Company since November 1981. From August 1977 to
November 1981, he held the position of Manager of Technical
Services.
Mr. Carroll has served as Executive Vice President of
the Company since January 1995. He previously held the positions
of Senior Vice President--Sales of the Company from April 1993 to
January 1995 and Vice President--Sales of the Company from July
1987 to April 1993.
6
<PAGE>
MEETINGS OF THE BOARD
The Board of Directors met four times during fiscal
1998. All incumbent directors attended at least 75% of the
aggregate number of meetings of the Board and the committees of
which they were members.
COMMITTEES OF THE BOARD
The Board of Directors has standing Compensation and
Audit Committees. Members of the Compensation Committee are
Messrs. McIntyre, Conner, Payton, and Dale L. Armstrong. Members
of the Audit Committee are Messrs. Payton, McIntyre, Hellmann,
Armstrong and Conner. The Board of Directors has no nominating
committee, or committee performing a similar function.
The Compensation Committee, which met five times in
fiscal 1998, considers and recommends to the Board of Directors
the compensation of the Company's executive officers. In
addition, the Compensation Committee administers the Company's
stock option plans, including the granting of stock options under
such plans. The Audit Committee, which met two times in fiscal
1998, reviews the scope of the audit and related matters
pertaining to the examination of the Company's financial
statements and the nature and extent of any non-audit services
provided by the Company's independent accountants, and makes
recommendations to the Board of Directors regarding the selection
of independent accountants for the current fiscal year.
COMPENSATION OF DIRECTORS
Directors who are not officers or employees of the
Company receive an annual fee of $15,000 for their services as a
director and are reimbursed for travel and other expenses
incurred in connection with their attendance at meetings of the
Board. All nonemployee directors who, as of the first day of any
calendar year, have not attained the age of 60, receive one-half
of their annual retainer fee in the form of shares of Steel
Technologies Common Stock. In addition, any nonemployee director
may elect to receive some or all of the remaining portion of his
or her annual retainer fee in the form of Common Stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors, certain officers and persons
who own more than 10% of the outstanding Common Stock of the
Company, to file with the Securities and Exchange Commission
reports of changes in ownership of the Common Stock of the
Company held by such persons. Officers, directors and greater
than 10% shareholders are also required to furnish the Company
with copies of all forms they file under this regulation. To the
Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no
other reports were required, all Section 16(a) filing
requirements applicable to all of its officers and directors were
complied with during fiscal 1998.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth cash and certain other
compensation for the fiscal years ended September 30, 1998, 1997,
and 1996 paid or accrued by the Company, and its subsidiaries, as
well as the stock awards granted, to the Company's Chief
Executive Officer and its four other most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
----------------------------- UNDERLYING
OTHER STOCK OPTION
NAME AND ANNUAL AWARDS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (# SHARES) COMPENSATION(3)
------------------ ---- ------ ----- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Merwin J. Ray 1998 $255,000 $122,984 $61,000(1) 50,000 $7,200
Chairman of the Board of 1997 248,269 103,909 72,500(1) 0 6,750
Directors and Chief 1996 230,000 167,221 64,300(1) 20,000 6,750
Executive Officer
Bradford T. Ray 1998 200,000 105,414 (2) 30,000 7,200
President and Chief 1997 191,923 89,065 (2) 0 6,750
Operating Officer 1996 167,308 139,456 (2) 15,000 6,750
Michael J. Carroll 1998 170,000 87,846 (2) 25,000 7,200
Executive Vice President 1997 163,269 74,221 (2) 0 6,750
1996 142,308 115,582 (2) 15,000 6,750
Howard F. Bates, Jr. 1998 125,000 70,276 (2) 10,000 7,200
Vice President - 1997 123,654 59,377 (2) 0 6,750
Technical Services 1996 120,000 95,597 (2) 10,000 6,750
Joseph P. Bellino (4) 1998 140,192 32,727 (2) 25,000 0
Chief Financial Officer
and Treasurer
</TABLE>
- ---------------
(1) Amount includes approximately $56,000 in 1998, $50,000 in
1997, and $45,000 in 1996 for personal use of certain
company aircraft.
(2) Amount does not exceed 10% of salary and bonus.
(3) Amount reported for each individual includes the company
contribution to the Company's 401(k) defined contribution
plan.
(4) Mr. Bellino was appointed Chief Financial Officer in October
1997.
8
<PAGE>
INCENTIVE STOCK OPTIONS
The following table presents information with respect
to grants of incentive stock options that were made during the
fiscal year ended September 30, 1998 to each of the named
executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants(1)
---------------------------------
<TABLE>
Potential
Realizable
Value at
Assumed Annual
Number of Rates of
Securities % of Total Stock Price
Underlying Options Appreciation
Options Granted to Exercise For Option Term
Granted Employees in Price Expiration -----------------
Name (#shares) Fiscal Year ($/share) (2) Date 5% 10%
---- ---------- ------------ ------------ ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Merwin J. Ray 50,000 24.39% 12.513 1/28/03 $172,900 $381,900
Bradford T. Ray 30,000 14.63% 11.375 1/28/08 94,260 208,320
Michael J. Carroll 25,000 12.20% 11.375 1/28/08 78,550 173,600
Howard F. Bates, Jr. 10,000 4.88% 11.375 1/28/08 31,420 69,440
Joseph P. Bellino 20,000 9.76% 11.250 11/07/07 62,180 137,360
Joseph P. Bellino 5,000 2.44% 11.375 1/28/08 15,710 34,720
</TABLE>
_________________
(1) Options granted in 1996 to each of the named
individuals except Merwin J. Ray become
exercisable at a rate of 20% per year
beginning with the first anniversary of the
grant. Options granted to Mr. Ray become
exercisable at a rate of 25% per year.
(2) Option grants to all named individuals except
Merwin J. Ray were made at 100% of fair
market value on the date of grant. Option
grants to Mr. Ray were made at 110% of fair
market value on the date of grant.
9
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table presents information
with respect to stock options exercised during the
last fiscal year by the named executive officers,
as well as the status and current value of
unexercised incentive stock options held as of
September 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options at In-the-Money
September 30, Options at
Shares 1998 September 30,
Acquired (# shares) 1998(1)
on Exercise Value ------------------------- -------------------------
Name (# shares) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <S> <C> <C> <C> <C> <C>
Merwin J. Ray......... None $ 0 10,000 60,000 $ 0 $ 0
Bradford T. Ray....... None 0 52,500 39,000 8,745 0
Michael J. Carroll.... None 0 52,500 34,000 8,745 0
Howard F. Bates, Jr... None 0 56,500 16,000 8,745 0
Joseph P. Bellino..... None 0 0 25,000 0 0
</TABLE>
- ---------------
(1)Pre-tax value based on the fiscal year-end
closing price of $7.250 per share.
RETIREMENT PLAN
The Company maintains a 401(k) defined
contribution retirement plan. The Company's
matching contribution to each of the named
executive officer's defined contribution plan has
been included under the caption "All Other
Compensation" in the summary compensation table.
CERTAIN TRANSACTIONS
Bradford T. Ray is a director and a shareholder of The
Peregrine Company, formerly The Vega Company ("Peregrine").
Peregrine was organized in 1994 to engage in the business of
purchasing and reselling scrap steel products. Steel
Technologies is a major supplier to Peregrine. Total amounts
paid by Peregrine to Steel Technologies in fiscal 1998 for scrap
steel products were approximately $5,939,000. Stuart N. Ray, a
director of Peregrine, became the majority shareholder in April
1998. Stuart N. Ray is the brother of Bradford T. Ray and Vice
President of the Company. In July 1995, the Board of Directors
approved the sale of scrap steel products to Peregrine, in such
amounts, for such prices, and upon such terms as the authorized
officer of the Company from time to time determines to be in the
best interests of the Company. Management reports all
transactions with Peregrine to the Audit Committee of the Board
of Directors as frequently as requested by the Committee, but at
least annually.
10
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the
Board of Directors is responsible for administering the Company's
executive compensation program. The Committee presently consists
of Ralph W. McIntyre, Chairman, Dale L. Armstrong, Jimmy Dan
Conner, and Andrew J. Payton, all of whom are outside Directors.
The Committee meets at least annually to review the compensation
program for the executive officers of the Company. All decisions
by the Committee relating to the compensation of the Company's
executive officers are reviewed by the full Board of Directors
except where required to be made solely by the Committee. No
member of the Committee is eligible to participate in any of the
compensation plans or programs it administers.
COMPENSATION POLICY
The compensation policy of the Committee is based upon
several goals. They are as follows:
-- To encourage the achievement of strong
financial and operational performance of the
Company;
-- To align compensation with the Company's
annual and long-term business strategies and
objectives; and
-- To attract, retain, and motivate top
quality executives.
EXECUTIVE COMPENSATION PROGRAM
The Committee believes that a meaningful portion of the
compensation paid to executive officers should relate to both the
short-term and long-term profitability of the Company.
Therefore, the executive officers' compensation program is
composed of base salary, bonus, and long-term incentive
compensation. The Committee believes that this combination
reflects the Committee's policy that the executive officers'
compensation should be related to profitability.
BASE SALARY AND BONUS. The Committee's practices in
determining base salaries for the executive officers are largely
subjective and not subject to specific measurement criteria. The
Committee reviews information regarding historical compensation
for each executive officer on an individual basis as well as the
relationship of the individual's compensation to the overall
compensation of all executive officers of the Company.
Additionally, the Committee considers the relationship of the
executive officer's compensation to the compensation of other
executive officers in the intermediate steel processing industry.
This group includes the peer group used for stock performance
comparisons under the caption "Performance Graph" appearing
elsewhere in this Proxy Statement. The Committee also solicits
recommendations from the Chairman of the Board for annual
compensation of the executive officers. No specific weighting is
given to any of the foregoing factors in evaluating annual
compensation for the executive officers.
A significant amount of the executive's compensation is
tied to the Company's profitability and is the largest variable
in determining annual compensation. The Company's executive
officers, along with a substantial number of Company employees,
participate in the Company's cash bonus plan (the "Bonus Plan").
For the 1998 fiscal year, the total amount of bonuses paid to
participants in this Bonus Plan was equal to approximately 12% of
the Company's adjusted net income. Each
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executive officer's participating percentage in the bonus program
can be adjusted, up or down, based upon performance as determined
by the Committee after consultation with the Chairman of the
Board. Bonuses paid can account for as much as 50% of a
participant's total annual compensation.
The Committee believes that the bonus portion of the
executive compensation program is effective in motivating the
executive officers of the Company to use their leadership to
improve the profitability of the Company. The Committee also
believes that an adequate base salary is necessary to retain
effective executive officers and encourage management to make
decisions in the short and long-term best interest of the
Company.
LONG-TERM INCENTIVES. The Committee believes that, in
addition to the Cash Bonus plan which should motivate the
executive officers to improve current profitability, it is
appropriate for the Company to provide long-term incentives to
motivate the executive officers to improve long-term
profitability as well.
The executive officers of the Company still have
outstanding options under the initial Incentive Stock Option
Plan, which expired in 1995. The Company currently administers
stock options under the Steel Technologies Inc. 1995 Stock Option
Plan (the "1995 Plan"). The purpose of the 1995 Plan is to
further the interests of the Company by encouraging key
employees, including the executive officers, to remain as
employees and by providing the employees with additional
incentives for performance and efficiency. The Committee
believes the 1995 Plan will give the Committee additional
flexibility to provide incentives to the executive officers to
improve the performance of the Company consistent with the long-
term best interests of the shareholders. The 1995 Plan includes
both qualified incentive stock options and non-qualified stock
options. The Committee believes that the 1995 Plan provides the
Company with flexibility sufficient to meet the goals of the
executive compensation program as it aligns the interest of the
executive officers with the interest of the shareholders by
providing value to the executive officers directly tied to the
value of the Company's stock.
The Committee issued 140,000 options to the Company's
executive officers in fiscal 1998. Factors considered by the
Committee in granting new stock options to the executive officers
include the position held by each individual in the Company, the
individual's performance and the timing and amount of previous
grants.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Consistent with the Committee's general philosophy for
compensation, Merwin J. Ray is compensated through base salary,
bonus and incentive compensation. As with other executive
officers, the profitability of the Company is the primary
variable in the compensation paid to Mr. Ray. In evaluating
annual compensation for Mr. Ray, the Committee examines the
operating performance of the Company for prior years, as well as
the projections and expectations for the current year and
considers the reported compensation of companies included in its
peer group.
Under Mr. Ray's direction, the Company has continued to
make substantial capital expenditures in new and improved
equipment and facilities, as well as investments in acquisitions,
subsidiaries and joint ventures, all with the effect of
diversifying the Company's products and services. This
aggressive commitment to capital expansion enables the Company to
increase the products and services offered to the marketplace and
expand its capabilities to meet its customers' increasing needs,
all of which are expected to add to shareholder value. The
Committee believes that Mr. Ray's performance and direction has
been critical to the success of the Company. In determining Mr.
Ray's base salary and
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bonus percentage for 1998, the Committee noted the Company's
operational and financial results for fiscal 1997 in relation to
prior years. After due consideration of all factors deemed
relevant and based in part on Mr. Ray's recommendation, the
Committee recommended that in Mr. Ray's base salary and bonus
remain the same as the prior year.
The Committee believes the variable components of Mr.
Ray's compensation provide performance-related compensation
adequate to motivate Mr. Ray to use his leadership to improve the
Company's profitability. A substantial portion of Mr. Ray's
annual compensation corresponds directly to the financial
performance of the Company through his participation in the Bonus
Plan. Mr. Ray also benefits from the appreciation in value of
the Company's stock through the Company's stock option plans.
The Committee takes note of the fact that Mr. Ray owns a
significant number of shares of the Company's stock, and believes
that his ownership interest creates an additional incentive for
Mr. Ray to provide the leadership necessary to improve the long-
term profitability of the Company.
SECTION 162(M) OF THE INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code, added as
part of the Omnibus Budget Reconciliation Act of 1993, imposes a
limitation on deductions that can be taken by a publicly held
corporation for compensation paid to certain of its executives.
Under Section 162(m), a deduction is denied for compensation paid
in a tax year beginning on or after January 1, 1994, to a
corporation's chief executive officer or any of its other four
most highly compensated officers to the extent that such
compensation exceeds $1 million. Certain performance-based
compensation, however, is specifically exempt from the deduction
limit.
The Committee has carefully considered the effect of
Section 162(m) on the Company's existing compensation program.
For the foreseeable future, the Committee anticipates that
compensation received by its covered executives will be well
within the limits on deductibility. The Committee has been
advised that, based on regulations issued by the Internal Revenue
Service, outstanding stock options granted under the Company's
Prior Plan and the 1995 Plan will be unaffected by Section
162(m).
The Committee is aware that compensation attributable
to certain stock options which may be granted in the future under
the 1995 Plan may not qualify for the exemption made for
performance-based compensation. For the present time, the
Committee believes that the 1995 Plan provides a valuable
opportunity for compensating the Company's key executives whether
or not a portion of any compensation which might be derived
thereunder is non-deductible. The Committee will continue to
assess the practical impact of Section 162(m) on the Company's
executive compensation program and determine what additional
action, if any, is appropriate. For the foreseeable future, the
Committee does not expect Section 162(m) to have any practical
effect on the Company's compensation program.
COMPENSATION COMMITTEE
Ralph W. McIntyre, Chairman
Dale L. Armstrong
Jimmy Dan Conner
Andrew J. Payton
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PERFORMANCE GRAPH
The following performance graph compares the
performance of the Company's Common Stock to the Russell 2000
Index and to a peer group for the Company's last five fiscal
years. Since there is no nationally recognized industry index
consisting of intermediate steel processors or specialty metal
distributors to be used as a peer group index, the Company
constructed its own peer group. This peer group is comprised of
seven companies which represent the other public companies in the
industry -- Worthington Industries, Inc., A.M. Castle and Co.,
Huntco Inc., Shiloh Industries, Inc., Gibralter Steel
Corporation, Olympic Steel, Inc. and Cold Metal Products, Inc.
The returns of each member of the peer group are weighted
according to each member's stock market capitalization as of the
beginning of the period measured. The graph assumes that the
value of the investment in the Company's Common Stock and each
index was $100 at September 30, 1993 and that all dividends were
reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED SEPTEMBER 30, 1998
Steel Technologies Inc., Russell 2000 Index and Peer Group
Measurement Period
(Fiscal Year Covered)
----------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Steel Technologies Inc. $100 $86 $48 $60 $60 $35
Russell 2000 Index $100 $103 $127 $143 $191 $158
Peer Group $100 $111 $102 $125 $129 $83
Values are presented as of September 30 of each year.
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ITEM II. RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company's Annual Report to Shareholders for the
fiscal year ended September 30, 1998, including financial
statements and the report of PricewaterhouseCoopers LLP thereon,
is being mailed with this Proxy Statement to each of the
Company's shareholders of record at the close of business on
December 11, 1998. The Board of Directors, upon recommendation
of the Audit Committee, has selected PricewaterhouseCoopers L.LP
as independent accountants of the Company's accounts for the
fiscal year ending September 30, 1999. PricewaterhouseCoopers
LLP has audited the accounts of Steel Technologies (formerly
Southern Strip Steel, Inc.) and its subsidiaries since 1973.
This selection will be presented to shareholders for ratification
at the Annual Meeting. If the shareholders fail to ratify this
selection, the matter of the selection of independent accountants
will be reconsidered by the Board of Directors. Representatives
of PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement
if they so desire and will be available to respond to appropriate
questions.
The selection of PricewaterhouseCoopers LLP will be
deemed ratified if the votes cast in favor of the proposal exceed
the votes cast against the proposal. Abstentions and broker non-
votes will not be counted as votes cast either for or against the
proposal.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at
the next annual meeting of shareholders must be received by the
Company at its principal executive offices in Louisville,
Kentucky on or before August 20, 1999 for inclusion in the
Company's proxy statement and form of proxy relating to that
meeting and must comply with the applicable requirements of the
federal securities laws.
The Company's Bylaws impose certain advance notice
requirements on a shareholder nominating a director or submitting
a proposal to a meeting of shareholders. Such notice must be
submitted to the Secretary of the Company no earlier than 90, nor
later than 60, days before an annual meeting, and must contain
the information prescribed by the Bylaws, copies of which are
available from the Secretary. These requirements apply even if
the shareholder does not desire to have his or her nomination or
proposal included in the Company's proxy statement.
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OTHER MATTERS
The Board of Directors knows of no business which will
be presented for consideration at the Annual Meeting other than
that described above. However, if any such other business should
properly come before the Annual Meeting, it is the intention of
the persons named in the accompanying form of proxy to vote the
proxies in respect of any such business in accordance with their
best judgment.
By Order of the Board of Directors
John M. Baumann, Jr.
Secretary
Louisville, Kentucky
December 18, 1998
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PROXY
STEEL TECHNOLOGIES INC.
This Proxy is Solicited on behalf of the Board of Directors
The undersigned hereby appoints Merwin J. Ray and Bradford
T. Ray, and each of them, as proxies, with full power of
substitution, and authorizes them, and each of them, to vote and
act with respect to all shares of common stock of Steel
Technologies Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on Thursday,
January 28, 1999, at 9:00 A.M. EST, at the Louisville Marriott
East, 1903 Embassy Square Boulevard (I-64 and Hurstbourne Lane),
Louisville, Kentucky, and at any and all adjournments within 120
days thereof.
The Board of Directors recommends a vote FOR each of the
following proposals:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
NOMINEES: Merwin J. Ray, Bradford T. Ray, Doug A. Bawel
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE
INDIVIDUAL NOMINEES, WRITE SUCH NAME OR NAMES IN THE SPACE
PROVIDED BELOW. UNLESS AUTHORITY TO VOTE FOR ALL THE
NOMINEES LISTED ABOVE IS WITHHELD, THIS PROXY WILL BE DEEMED
TO CONFER AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS
NOT ENTERED BELOW.)
- -----------------------------------------------------------------
2. PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS
LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the meeting.
THIS PROXY MUST BE DATED AND SIGNED ON THE REVERSE SIDE
THE PROXIES SHALL VOTE SUCH SHARES AS SPECIFIED HEREIN. IF
A CHOICE IS NOT SPECIFIED, THEY SHALL VOTE FOR THE ELECTION OF
ALL NOMINEES FOR DIRECTORS AND IN FAVOR OF PROPOSAL 2.
Dated: , 19
--------------------- ----
-----------------------------------
Signature
-----------------------------------
Signature
Name(s) should be signed exactly as
shown to the left hereof. Title
should be added if signing as
executor, administrator, trustee,
etc.
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ACCOMPANYING ENVELOPE
