<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of registrant as specified in its charter)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of person(s) filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] 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:_______________________________
(4) Proposed maximum aggregate value of
transaction:______________________________________________________
[ ] 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
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1995
The 1995 annual meeting of shareholders of Ameriwood Industries
International Corporation will be held on Thursday, May 18, 1995 at 9:00 AM,
local time, in the Pantlind Ballroom at the Amway Grand Plaza Hotel, 187 Monroe
Avenue, NW, Grand Rapids, Michigan, for the purpose of considering and voting
upon the following matters:
1 . Election of two directors.
2 . A proposal to approve the Ameriwood Industries 1995
Non-Employee Director Stock Option Plan.
3 . Such other matters as may properly come before the meeting.
The close of business on March 24, 1995 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, the annual meeting and any adjournment thereof.
By order of the Board of Directors,
JOSEPH J. MIGLORE
President, Chief Executive
Officer and Secretary
171 Monroe Avenue, NW, Suite 600
Grand Rapids, MI 49503
April 12, 1995
________________________________________________________________________________
IMPORTANT
Whether or not you plan to attend the annual meeting in person, to assure your
representation and a quorum for the transaction of business at the meeting,
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY in the envelope provided. If
you do attend the annual meeting, you may revoke your proxy and vote your
shares in person, if you so choose.
________________________________________________________________________________
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ameriwood Industries International
Corporation ("Ameriwood" or the "Company"), 171 Monroe Avenue, NW, Suite 600,
Grand Rapids, Michigan 49503, to be voted at the annual meeting of
shareholders to be held Thursday, May 18, 1995, in the Pantlind Ballroom at the
Amway Grand Plaza Hotel, 187 Monroe Avenue, NW, Grand Rapids, Michigan, at 9:00
AM, local time, and at any adjournment thereof. This Proxy Statement and the
accompanying form of proxy, together with the 1994 Annual Report to
Shareholders are being sent beginning on April 12, 1995.
Each proxy in the accompanying form which is properly executed and
returned, and not revoked, will be voted in accordance with the specifications
on that proxy. If no specification is made, the shares represented by the
proxy will be voted FOR the election of the directors listed as nominees in
this Proxy Statement, and FOR approval of the 1995 Non-Employee Director Stock
Option Plan. If any other business should properly come before the annual
meeting (which is not anticipated), the proxyholders will have discretionary
authority to vote thereon in accordance with their best judgment.
A shareholder who returns a proxy may revoke it at any time before it is
voted at the annual meeting by delivering written notice of revocation to the
Company's Secretary, or by submitting a proxy bearing a later date, or by
attending the annual meeting and voting in person.
Proxies will be solicited initially by mail. They may also be solicited
personally and/or by use of telecommunications equipment. Ameriwood directors,
executive officers and employees may solicit proxies without additional
compensation. Ameriwood has retained D.F. King & Co., Inc., 77 Water Street,
New York, New York 10005 at an estimated cost of $4,000, plus expenses, to
advise the Company and to assist in distribution of proxy materials to brokers
and other nominee shareholders. Ameriwood will reimburse banks, brokers or
other similar agents or fiduciaries for forwarding proxy material to the
beneficial owners of the Company's stock. All other expenses in connection
with the solicitation of proxies, including clerical work and printing, will be
paid by Ameriwood.
VOTING SECURITIES AND PRINCIPAL OWNERS
At the close of business on March 24, 1995, the record date for the annual
meeting, Ameriwood had 4,188,406 shares of its common stock, $1.00 par value,
issued and outstanding. Shareholders are entitled to one vote for each share
of Ameriwood stock registered in their names at the close of business on the
record date.
-1-
<PAGE> 4
The following table shows, as of March 24, 1995, the beneficial ownership
of shares of Ameriwood's common stock by the only shareholders known to the
Company to be beneficial owners of more than 5% of its common stock.
<TABLE>
<CAPTION>
Percent of
Name and Address Number of Shares Class Issued
of Beneficial Owner Beneficially Owned and Outstanding
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ameriwood Industries Affiliated 586,641 14.01%
Employee Stock Ownership
and Savings Plan (1)
c/o FMB Trust, Trustee
101 E. Main Street
Zeeland, Michigan 49464
U.S. Bancorp (2) 345,000 8.24%
c/o United States National
Bank of Oregon
111 S.W. Fifth Avenue
Portland, OR 97204
Neil L. Diver (3) 228,500 5.40%
1988 Jackson Street
San Francisco, CA 94109
- - ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) This plan (the "ESOP/401(k) Plan") is a combined ESOP and "401(k)" plan.
An administrative committee of officers and employees has shared investment
power over Ameriwood stock held in trust under the ESOP portion of the
plan. Each participant for whom Ameriwood stock is held in the 401(k)
portion has sole investment power with respect to the shares allocated to
his or her account and, under both portions of the plan, voting power is
passed through to individual participants with respect to the number of
shares allocated to their respective plan accounts. The current members of
the administrative committee are Joseph J. Miglore, James R. Meier, David
N. Kraker, Richard L. Compton, Leon J. Dodd, Gregory C. Horvath, Dawne C.
Kennedy and Mary K. Miller, each of whom disclaims beneficial ownership of
the shares shown above, except for shares allocated to his or her plan
account. Shares allocated to the plan accounts of Company executive
officers are reported in the table under "General Information--Security
Ownership of Management."
(2) Based on information set forth in a Schedule 13G dated February 10, 1995,
which indicates that U.S. Bancorp has sole voting and investment power with
respect to all such shares, and that the shares are held by the Trust Group
of the United States National Bank of Oregon.
(3) As indicated under the heading "General Information--Directors and
Executive Officers," Neil L. Diver is Ameriwood's Chairman of the Board.
The number of shares Mr. Diver
-2-
<PAGE> 5
beneficially owns includes options exercisable within 60 days to purchase
40,000 shares. For more detail regarding Mr. Diver's Ameriwood stock
ownership, see "General Information--Security Ownership of Management."
ELECTION OF DIRECTORS
Ameriwood's Board of Directors is divided into three classes. One class of
directors is elected each year for a term of three years and until their
successors have been elected. Two directors are to be elected at the 1995
annual meeting; one for a term expiring in 1998, and one for a term expiring in
1997.
Assuming the presence of a quorum, directors will be elected at the annual
meeting from among those nominated, by a plurality of the votes cast by holders
of common stock present in person or by proxy and entitled to vote at the
meeting. Thus, the two nominees receiving the largest number of votes cast
will be elected. Abstentions, broker non-votes or withholding of authority
will contribute toward establishment of a quorum, but will have no effect on
the outcome of the election of such nominees.
The Board of Directors has nominated Richard J. Pigott, who was appointed
to the Board on February 7, 1995, to replace former director Keith C. Vander
Hyde who passed away in October 1994. Mr. Pigott is nominated for election to
a two-year term, which completes the term of former director Vander Hyde. The
Board has also nominated Edwin Wachtel, an incumbent director whose term is
scheduled to expire at the 1995 annual meeting, for reelection to another
three-year term. Mr. Pigott and Mr. Wachtel are willing to serve if elected.
If either nominee should become unable or unwilling to serve, which is not
anticipated, the proxies hereby solicited will be voted for the election of
such other person(s) as may be nominated by the Board of Directors.
Information concerning the business experience and Ameriwood stock
ownership of Mr. Pigott, Mr. Wachtel, and all other directors and executive
officers of the Company, as well as other information relevant to the election
of directors, is included in this Proxy Statement under the heading "General
Information."
The Board of Directors recommends a vote FOR the election of all persons
nominated by the Board.
PROPOSAL TO APPROVE THE 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
INTRODUCTION
On February 7, 1995, the Board of Directors of the Company adopted a new
director stock option plan, the Ameriwood Industries 1995 Non-Employee
Director Stock Option Plan (the "1995 Plan"), subject to approval by the
shareholders of the Company. As noted under "General
-3-
<PAGE> 6
Information--Compensation of Directors" included later in this Proxy Statement,
Ameriwood currently maintains a director stock option plan approved at the 1992
annual meeting (the "1992 Plan"). If the 1995 Plan is approved by the
shareholders as the Board recommends, the granting of options under the 1992
Plan would be discontinued. If the 1995 Plan is not so approved, it will not
be given effect, and the 1992 Plan will continue in accordance with its current
terms.
The complete text of the 1995 Plan is annexed to this Proxy Statement as
Exhibit A. The following discussion provides only a summary, and accordingly
does not cover all aspects of the plan. Shareholders are encouraged to review
Exhibit A in its entirety as they deliberate on the proposal to approve the
1995 Plan.
PURPOSE
The purpose of the 1995 Plan is to make service on the Board of Directors
of Ameriwood more attractive to present and prospective non-employee
directors, as the continued services of qualified directors are considered
essential to the Company's sustained progress.
ADMINISTRATION, ELIGIBILITY, AND GRANTS
The 1995 Plan would be administered by the Board, and its interpretation
and construction of any provision of the 1995 Plan shall be final and binding.
Only non-employee directors shall be eligible to receive option grants under
this plan. Assuming shareholder approval, each incumbent director would be
granted an initial option to acquire 5,000 shares of Ameriwood stock as of the
1995 annual meeting date. For newly elected directors, an initial option to
purchase 5,000 shares would be granted at the time of election. For all
directors, additional options to acquire 5,000 shares would be granted on each
anniversary date of shareholder approval, except for a newly elected director
who was granted an initial option earlier in the same calendar year.
SHARES SUBJECT TO PLAN
The maximum number of shares available for issuance pursuant to the plan
would be 100,000, subject to adjustment in the event of a stock dividend or
recapitalization. Outstanding options that expire or terminate unexercised
would again be available for plan grants.
OPTIONS AND RIGHTS
All options granted under the 1995 Plan would be non-statutory options, not
entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended. The grant of a stock option would not result in
taxable income to the recipient. The difference between the fair market value
of the shares at the time an option is exercised and the exercise price
generally would be treated as ordinary income to the optionee, and Ameriwood
would be entitled to a corresponding tax deduction. Tax consequences to an
optionee would arise again at the time the shares are sold. In general, if the
shares have been held for more than one year, the gain or loss would be treated
as long-term capital gain or loss. Otherwise, the gain or loss would be
treated as short-term capital gain or loss. The amount of any gain or loss
would equal the difference between the amount realized on the sale and the tax
basis in the shares of common stock. The tax basis would equal the cost of the
shares plus any income recognized upon the exercise of the option.
-4-
<PAGE> 7
Options would be non-transferable by the optionee other than by will or the
laws of descent and distribution. Options would be granted at the fair market
value of the stock as reported by The Nasdaq Stock Market on the date of grant,
and could be exercised by giving written notice to Ameriwood, accompanied by
payment in cash or in Ameriwood shares already owned by the optionee. The fair
market value of the Company's common stock as of March 24, 1995 was $7.50.
Under most circumstances, options would terminate six years from the date of
grant. If a non-employee director ceased membership on the Board for any
reason, an option held at the date of termination, to the extent exercisable at
that time, could be exercised within one year after the date of termination.
TAX WITHHOLDING
Whenever the Company would be required to issue shares of stock under the
1995 Plan, it would have the right to require the optionee to remit an amount
sufficient to satisfy any federal, state or local withholding tax liability
prior to the delivery of any shares.
SUSPENSION, TERMINATION, AND AMENDMENT
The Board could suspend or terminate the 1995 Plan at any time. Any such
action would not affect options already granted; however, no options could be
granted subsequent to suspension or termination. In any event, no options
could be granted under the plan after February 7, 2005, ten years after
adoption of the plan. The Board could amend the 1995 Plan from time to time.
However, without shareholder approval, no amendment may (a) increase the number
of shares issued to any individual; (b) increase the total number of shares
available for issuance; (c) reduce the price at which options are granted; (d)
extend the period during which options may be granted; or (e) modify the
eligibility requirements for participation.
VOTE REQUIRED FOR APPROVAL AND RECOMMENDATION
Assuming the presence of a quorum, the proposal to approve this plan will
be carried if it receives the affirmative vote of the holders of a majority of
the common stock present in person or by proxy and entitled to vote at the 1995
annual meeting. Of the shares so present and entitled to vote, any broker
non-votes will contribute toward establishment of a quorum, but will have no
effect on the outcome of the proposal. Each share which for any reason,
including abstention, is not voted for this proposal will have the same effect
as a share voted against the proposal.
The Board of Directors recommends a vote FOR approval of the 1995
Non-Employee Director Stock Option Plan.
GENERAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
BACKGROUND INFORMATION
Background information concerning each nominee for election as a director
at the annual meeting and each other director and executive officer of
Ameriwood is presented below, based on the most recent information provided to
the Company by such person. Unless otherwise
-5-
<PAGE> 8
indicated, the principal occupation reported for each person has been the same
for at least the past five years.
NOMINEE FOR TERM EXPIRING IN 1998
EDWIN WACHTEL (age 63) has been an Ameriwood director since May 1990.
Since February 1992, he has been President and Chief Executive Officer of
Europe Craft Imports, Inc., an apparel marketer. From October 1987 to January
1992, he was Chairman of GW Investors Corporation, a private investment firm.
Mr. Wachtel is also a director of Hubco, Inc. and its banking subsidiaries.
NOMINEE FOR TERM EXPIRING IN 1997
RICHARD J. PIGOTT (age 54) is a merger and acquisition advisor, private
investor and attorney. Prior to 1988, he was an executive of Beatrice
Companies, Inc. where he held the position of Executive Vice President and
Chief Administrative Officer, with responsibility for Beatrice's financial,
legal, and acquisition and divestiture functions. He currently serves as a
director of Rodman & Renshaw Capital Group, Inc.
DIRECTOR WITH TERM EXPIRING IN 1997
JOSEPH J. MIGLORE (age 49) is President, Chief Executive Officer, and
Secretary of Ameriwood Industries International Corporation. He has held these
positions since April 1990 and has been an Ameriwood director since December
1991.
DIRECTORS WITH TERMS EXPIRING IN 1996
KEVIN K. COYNE (age 45) has been an Ameriwood director since September
1990. He is President of CMB Industries Corp., a manufacturer of water valves.
NEIL L. DIVER (age 57) has been an Ameriwood director and its Chairman of
the Board since September 1990. He is an administrator of private investments
and a director of several privately held companies.
NON-DIRECTOR EXECUTIVE OFFICERS
CHARLES R. FOLEY (age 48) was named Corporate Vice President of Planning
and Control of Ameriwood in June 1993. Previously Mr. Foley was a Consulting
Manager for Arthur Andersen & Co. L.L.P., a public accounting firm, from June
1990 to June 1993.
GERALD A. HICKMAN (age 51) has been Corporate Vice President of
Manufacturing of Ameriwood since December 1992. From January 1992 to November
1992 he managed an overseas special project for Haworth, Inc., and was Director
of Facilities & Manufacturing Services at Haworth, Inc. from September 1988 to
December 1991.
DAVID N. KRAKER (age 33) has served as Treasurer and Chief Accounting
Officer of Ameriwood since April 1990. Mr. Kraker is also Assistant Secretary
of Ameriwood.
JAMES R. MEIER (age 50) has been Corporate Vice President of Marketing and
Sales for Ameriwood since August 1991. Previously Mr. Meier was Vice
President-Marketing and Sales
-6-
<PAGE> 9
at Westinghouse Electric Company, Furniture Division, an office systems
furniture manufacturer and marketer, from August 1987 to July 1991.
BOARD COMMITTEES AND MEETING ATTENDANCE
Ameriwood's Board of Directors has three standing committees: the Audit
Committee, the Compensation and Benefits Committee, and the Strategic Planning
Committee. The full Board is responsible for the nomination of individuals for
election or reelection to the Board of Directors, and does not have a
nominating committee as such.
The AUDIT COMMITTEE reviews audit plans and activities, reviews the
Company's financial controls, and makes the annual selection of auditors. It
reviews with representatives of the Company's independent public accounting
firm the audit fees and other auditing arrangements, the scope of the
accountants' examination of accounting records, results of those audits, and
any problems the auditors may have identified regarding internal accounting
controls together with their recommendations. Mr. Coyne (chairman), Mr. Diver
and Mr. Pigott currently serve on this committee. The Audit Committee met four
times during 1994.
The COMPENSATION AND BENEFITS COMMITTEE met seven times during 1994.
Information concerning the functions of this committee is included in the
Compensation Committee Report provided later in this Proxy Statement. Mr.
Diver (chairman), Mr. Pigott and Mr. Wachtel are currently serving on this
committee.
The STRATEGIC PLANNING COMMITTEE considers and makes recommendations to the
Board of Directors concerning issues such as long-term strategic growth
(including mergers and acquisitions, capital requirements, and enhancement of
shareholder value), international expansion, and new products. Members of this
committee are Mr. Coyne, Mr. Diver and Mr. Wachtel (chairman). This committee
did not meet in 1994.
The Board of Directors of the Company met five times during 1994. All
incumbent directors, with the exception of Mr. Wachtel, attended 100% of the
aggregate number of meetings of the Board of Directors and committees of the
Board on which he served during the year. Mr. Wachtel attended 67% of the
aggregate Board and applicable Committee meetings held.
COMPENSATION OF DIRECTORS
Ameriwood pays its Chairman of the Board an annual retainer of $14,000, and
each of its other non-employee directors an annual retainer of $10,000. Each
committee chairman receives an annual retainer of $5,000. In addition, the
Company pays each director a fee of $500 for each Board or Committee meeting in
which the director participates.
Ameriwood also compensates non-employee directors for consulting services
they may provide to the Company from time to time, as well as for reimbursement
of documented expenses incurred in rendering such services. Payment consists
of consulting fees at the rate of $125 per hour, subject to a maximum of $1,000
per day, with all payments subject to approval by the chairman
-7-
<PAGE> 10
of the Compensation Committee. During 1994, consulting fees and expenses paid
or accrued for payment to Mr. Diver totaled approximately $133,000. No
consulting fees were paid to any other director during 1994.
At the 1992 annual meeting, the shareholders approved a stock option plan
for non-employee directors. Under this plan, each incumbent non-employee
director was granted an option to purchase 20,000 shares of Ameriwood common
stock at an exercise price equal to the "fair market value" (as defined in the
plan) as of the date of grant. Under most circumstances, each option granted
under this plan first becomes exercisable on the third anniversary of the grant
date. Each option expires on the sixth anniversary of the grant date, subject
to earlier expiration should the director's Board membership terminate. None
of the incumbent directors is eligible to receive any additional grant under
this plan. Any new non-employee director elected to the Board prior to April
27, 2002 while the plan remains in effect, would automatically be granted an
option on terms comparable to those described above. In accordance with these
terms, Mr. Pigott, upon his appointment to the Board on February 7, 1995, was
granted an option to purchase 20,000 shares at $8.875 per share, the fair
market value on that date.
If the proposed 1995 Plan, as described earlier in the section "Proposal to
Approve the 1995 Non-Employee Director Stock Option Plan," is approved by the
shareholders as the Board recommends, the granting of options under the 1992
Plan described above will be discontinued. Under the 1995 Plan, an initial
option to acquire 5,000 shares of Ameriwood common stock would be granted to
each incumbent non-employee director as of the date of shareholder approval of
the plan. For a newly elected non-employee director, an initial option to
purchase 5,000 shares of stock would be granted at the time of election.
Additional annual options to acquire 5,000 shares would be granted to all
non-employee directors on each anniversary date of shareholder approval, except
for a newly elected director who was granted an initial option earlier in the
same calendar year. For the complete text of the proposed 1995 Plan, see
Exhibit A at the end of this Proxy Statement.
-8-
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information as of March 24, 1995 (except as
indicated in note (1) below) concerning direct or indirect beneficial ownership
of Ameriwood common stock by each director and each executive officer of the
Company, and by all directors and executive officers as a group, based on
information provided to Ameriwood by or on behalf of such persons.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
---------------------------------------------------------------
Percent
Sole Shared of Class
Voting and Voting or Issued
Investment Investment Stock and Out-
Name Power Power(1) Options(2) Total standing(3)
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kevin K. Coyne (4) 56,981 24,536 20,000 101,517 2.41%
Neil L. Diver 113,500 75,000 40,000 228,500 5.40%
Joseph J. Miglore 10,000 4,239 124,000 138,239 3.21%
Richard J. Pigott 0 *
Edwin Wachtel 55,436 20,000 75,436 1.79%
Charles R. Foley 560 2,022 14,000 16,582 *
Gerald A. Hickman 1,000 991 21,000 22,991 *
David N. Kraker 9,000 5,133 17,400 31,533 *
James R. Meier 3,930 28,000 31,930 *
-----------------------------------------------------------
All directors and
executive officers
as a group 246,477 115,851 284,400 646,728 14.46%
===========================================================
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares in this column include shares with respect to which the indicated
person has shared voting or investment power by reason of joint ownership,
trust or other contract or property right, and shares held by spouses and
children as to which the indicated person may have substantial influence by
reason of relationship. This total also includes, with respect to
executive officers of the Company, shares held by the ESOP/401(k) Plan
allocated to the accounts of such officers as of December 31, 1994.
(2) Shares in this column may be acquired via options exercisable within 60
days.
-9-
<PAGE> 12
(3) For purposes of computing the percentage of beneficial ownership by an
individual (or by the group), any shares shown under "Stock Options" for
that individual (or for the group) are treated as issued and outstanding.
Ownership of less than 1% is indicated by " * ".
(4) Of the shares listed for Mr. Coyne under "Shared Voting or Investment
Power," 10,200 are owned of record by his minor children and 14,336 are
held in a trust for his brother's children to which Mr. Coyne is the
trustee, but as to which he has no monetary interest. Mr. Coyne disclaims
beneficial ownership of all of these shares.
EXECUTIVE COMPENSATION
CERTAIN SUMMARY COMPENSATION INFORMATION
The following table provides, for each of the Company's last three
completed fiscal years, information concerning the compensation of Joseph J.
Miglore as CEO, and each of the other individuals who were serving as executive
officers at the end of fiscal 1994 whose total salary and incentive bonus for
that year exceeded $100,000 (the "named executives").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Long-Term
Annual Compensation(1) Compensation
-------------------------------- ------------
Other Options/ All
Annual SARS Other
Name and Compen- (Number Compen-
Principal Position Year Salary Bonus sation(2) of shs)(3) sation(4)
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Miglore 1994 $227,000 $ 0 $26,030 20,000 $36,384
President, Chief 1993 215,000 102,601 * 0 18,487
Executive Officer 1992 185,000 112,850 * 60,000 18,646
and Secretary
James R. Meier 1994 129,000 0 19,288 7,000 20,449
Corporate Vice 1993 122,400 45,452 * 0 14,693
President of 1992 116,000 51,968 * 14,000 13,450
Marketing and Sales
Gerald A. Hickman 1994 124,000 0 * 7,000 21,611
Corporate Vice 1993 117,500 44,561 * 0 10,331
President of 1992 6,761(5) 5,000 * 7,000 0
Manufacturing
Charles R. Foley 1994 122,800 0 14,848 7,000 18,096
Corporate Vice 1993 65,540(5) 26,696 * 0 2,057
President of 1992 -- -- -- -- --
Planning & Control
- - -----------------------------------------------------------------------------------------------------------
</TABLE>
-10-
<PAGE> 13
(1) Salary and bonus include amounts deferred under the 401(k) portion of the
ESOP/401(k) Plan.
(2) A " * " in this column indicates that the dollar value of perquisites and
other personal benefits provided to the named executive did not exceed 10%
of such executive's aggregate salary and bonus. In each case where the
amount did exceed 10%, the cost to lease a company automobile for the named
executive represented more than 25% of his total perquisites and other
personal benefits. Also, for Mr. Miglore, a monthly auto allowance
represented more than 25% of his other annual compensation for 1994.
(3) In accordance with special provisions in the Ameriwood Industries 1993
Stock Incentive Plan as approved by the shareholders at the 1993 annual
meeting, a portion of Mr. Miglore's options granted in 1992 were
automatically canceled and replaced by options granted on June 16, 1993,
the date of shareholder approval. The purpose of this special provision
was to allow the portion of Mr. Miglore's 1992-granted incentive stock
options not then exercisable to become fully exercisable as non-qualified
stock options. The replacement options cover the same number of shares as
were covered by the canceled options, and the per share exercise price and
expiration date also remained unchanged, as did any effect of employment
termination while the replacement options are outstanding. In all other
respects, the replacement options are governed by the terms of the 1993
Stock Incentive Plan.
(4) Includes Company matching contributions under the 401(k) portion of the
ESOP/401(k) Plan, Company contributions under the ESOP portion of the
ESOP/401(k) Plan, and, beginning in January 1994, annual premiums under the
Supplemental Executive Retirement Program (SERP) as described later in this
Proxy Statement.
<TABLE>
<CAPTION>
J.J. Miglore J.R. Meier G.A. Hickman C.R. Foley
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
1994
----
401(k) match $6,468 $6,106 $5,894 $5,299
ESOP contribution 9,101 9,101 9,101 9,064
SERP premium 20,815 5,242 6,616 3,803
1993
----
401(k) match 6,855 6,099 4,288 2,057
ESOP contribution 11,632 8,594 6,043 0
1992
----
401(k) match 6,653 5,330 0 --
ESOP contribution 11,993 8,120 0 --
</TABLE>
The 1992 ESOP contribution was made in shares of Ameriwood common stock.
The cash equivalent, based on the market price on the date of issuance, is
presented here.
-11-
<PAGE> 14
(5) Represents salary for partial years, as Mr. Hickman joined Ameriwood as
Corporate Vice President of Manufacturing in December 1992, and Mr. Foley
was hired as Corporate Vice President of Planning and Control in June 1993.
CERTAIN AGREEMENTS WITH NAMED EXECUTIVES
MIGLORE EMPLOYMENT AGREEMENT
Joseph J. Miglore has an employment agreement with Ameriwood which dates
from the time he joined the Company in April 1990, as amended by an addendum in
November 1992. This agreement provides for salary at a rate subject to annual
review by the Ameriwood Board (which has been delegated to the Compensation and
Benefits Committee), for a potential annual cash incentive bonus, the amount of
which is tied to achievement of objectives established by the Compensation and
Benefits Committee under Ameriwood's Annual Incentive Plan, and for certain
fringe benefits. The agreement is of indefinite duration and may be terminated
by either party at any time. Mr. Miglore is required to provide Ameriwood at
least one month's advance notice of a voluntary termination by him; no advance
notice of termination is required of the Company.
Under this agreement, Ameriwood may terminate Mr. Miglore without further
obligation if he is convicted of a criminal offense arising out of his
employment with the Company, or in the event that active malfeasance on his
part or any unreasonable failure or refusal by him to carry out his duties to
the Company justifies such termination. If Ameriwood were to terminate Mr.
Miglore for any other reason, he would be entitled to receive severance of one
year's salary, the full amount of his target cash incentive bonus for the
calendar year of termination, and continuation of fringe benefits for twelve
months. In addition, for a 30-day period following such termination, Mr.
Miglore would have the right to require the Company to purchase all shares of
Ameriwood stock then owned by him and all of his then-outstanding options on
Ameriwood stock to the extent they were exercisable on the termination date.
The purchase price for such shares and options would be based on the average
high bid and low asked prices for the common stock on or nearest the date he
demands such purchase--reduced, in the case of options, by the option exercise
prices. Ameriwood is not obligated under this agreement to provide any
post-employment payments or benefits to Mr. Miglore if he voluntarily
terminates employment, or his employment terminates by death.
MANAGEMENT RETENTION AGREEMENTS
Ameriwood has entered into Management Retention Agreements with all of its
executive officers, as well as with certain other key employees. These
agreements were authorized by the Board of Directors, and were initially
generated in connection with a proposal to acquire the Company made in late
1992. The purpose of the agreements is to reinforce and encourage such
employees' continued attention and dedication to their duties when faced with
potentially disturbing circumstances which might arise from the possibility of
a change in control of the Company. Each agreement remains in force for the
entire term of the pertinent person's employment. However, no benefits could
become payable under any agreement unless a "change in control" should occur
(as therein defined).
Under each executive's agreement, if such a change in control occurred, and
within 24 months thereafter the executive terminates his employment for "good
reason," or his employment is
-12-
<PAGE> 15
otherwise terminated for reasons other than death, "disability," voluntary
"retirement" or "cause" (each quoted term, as defined in the agreements), he
would become entitled to (1) continuation of fringe benefits for one year
(three years for Mr. Miglore) and (2) lump-sum cash severance payments in the
following amounts: (a) the total of annual salary, target annual incentive
bonus, and 9.5% of salary and target incentive (for Mr. Miglore, all multiplied
by 3); (b) the full amount of any unvested employer contributions allocated to
his account under the ESOP/401(k) Plan; (c) for each share covered by an
outstanding option on Ameriwood stock then owned, the excess of market price
(or if higher, the highest price paid in connection with any change in control)
over the pertinent option exercise price, whereupon such options would be
canceled; and (d) reasonable legal fees and expenses incurred by him as a
result of the termination. These fringe benefit and severance payment
entitlements are subject to the signing and delivery of a release, and to
certain potential payment reductions related to provisions of the Internal
Revenue Code.
Each agreement further provides that if the Company terminates the
executive other than for cause or he terminates employment for good reason
prior to a change in control, should a change in control occur within nine
months thereafter, he would be entitled to the benefits and payments described
above as if his termination had occurred on the first business day following
the change in control.
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
The Company believes that competitive retirement benefits are an integral
part of attracting and retaining key executives. Based on an independent
benefits consulting firm study, Ameriwood executive officers were up to 22%
below the average retirement "target replacement rate" of ending salary of the
300+ companies in its study. A target replacement rate is the desired
percentage of salary that would be available at retirement, through retirement
savings plans or other retirement vehicles. Ameriwood executive officers were
below the average rate primarily because of government regulations that
currently limit Company and executive contributions to Ameriwood's ESOP/401(k)
Plan. Therefore, on January 21, 1994, Ameriwood instituted a Supplemental
Executive Retirement Program (SERP) for all of its executive officers.
Under the SERP, Ameriwood has purchased variable life insurance policies
for each executive officer. Each policy is subject to a Split- Dollar Life
Insurance Agreement ("Split-Dollar Agreement") and a Severance Compensation
Agreement, under which ownership of the insurance policy lies with each
respective executive officer. Since Ameriwood is obligated to pay the policy
premiums, in consideration of such payments each executive officer has assigned
to Ameriwood a collateral security interest in his policy, which is evidenced
by a Collateral Assignment Agreement. Under the Split-Dollar Agreement,
executive officers may also make, at their option, after-tax deposits to
investment accounts established under the policies.
If an executive officer remains continuously employed full-time with
Ameriwood until he attains age 55, and employment is subsequently terminated
for any reason other than "cause" (as defined in the executive officer's
management retention agreement described in the preceding section), the Company
will release to the executive officer its collateral security interest in the
policy, which is equal to the total amount of premiums paid to-date on that
policy. The executive officer would receive the cash surrender value of the
policy, which would be taxable to the
-13-
<PAGE> 16
executive officer and tax deductible to the Company. Should the executive
officer's employment with Ameriwood be terminated for any reason prior to
attaining age 55, the Company would receive the lesser of the cash surrender
value of the policy or the amount of its collateral security interest on that
executive officer's policy; the executive officer would not be eligible for any
benefit in these circumstances. If the Company terminates the executive
officer for cause, no benefit will be payable under this program.
In the event of disability, an executive officer will be deemed to have met
the age requirement and will be entitled to the benefits described above.
Should an executive officer die while employed by Ameriwood, the Company would
be reimbursed for its security interest from the death benefit paid out on the
policy. The remainder of the death benefit would be issued to the executive
officer's named beneficiary; no other benefit would be payable under the
program.
Ameriwood agrees that it will not merge or consolidate with any other
corporation or organization, or permit its business activities to be taken over
by any other organization, unless the other organization agrees to assume the
obligations under this program. Total premiums paid in connection with the
life insurance policies under this program were approximately $38,900 in 1994,
which will continue to be the approximate amount of premiums for existing
policies each succeeding year for as long as the policies remain in effect.
STOCK OPTIONS
The following table provides information concerning options to purchase
Ameriwood common stock granted to the named executives during 1994.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
Individual Grants
-----------------------------------------------------------------
% of Total Potential Realizable Value
Options/SARs at Assumed Annual Rates
Granted to of Stock Price Appreciation
Employees Exercise for Option Term(2)
# Options/SARs in Fiscal Price Expiration ----------------------------
Name Granted(1) Year ($/Share) Date 0% 5% 10%
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph J. Miglore 20,000 37.8% $18.125 1/18/04 $0 $227,974 $577,732
James R. Meier 7,000 13.2 18.125 1/18/04 0 79,791 202,206
Gerald A. Hickman 7,000(3) 13.2 18.125 1/18/04 0 79,791 202,206
Charles R. Foley 7,000(3) 13.2 18.125 1/18/04 0 79,791 202,206
- - --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All options were granted under Ameriwood's 1993 Stock Incentive Plan, and
allow the exercise price to be paid in cash, in shares of common stock, or
any combination thereof. All options were granted for maximum ten-year
terms and, except as noted in (3) below, were
14
<PAGE> 17
immediately exercisable. With respect to options granted to Mr. Miglore,
also see the preceding "Miglore Employment Agreement" discussion.
(2) These potential realizable values are based on arbitrarily assumed rates of
appreciation in the market value of Ameriwood common stock above the
exercise price, and over the entire option term without any discount to
present value. As illustrated by the first column, without an increase in
the stock price above the market price at grant, there would be no value
realized. Ameriwood's closing stock price as of March 24, 1995 would have
to increase by over 240% to equal the market price at grant for these
options.
(3) Immediately exercisable as to 5,517 shares with the remainder exercisable
as of January 18, 1995.
The following table provides information concerning unexercised options
held by the named executives at the fiscal year-end; there were no options
exercised by the named executives during 1994.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at Year-End at Year-End(1)
----------------------------------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Joseph J. Miglore 104,000 / 0 $99,000 / $0
James R. Meier 21,000 / 0 10,500 / 0
Gerald A. Hickman 12,517 / 1,483 0 / 0
Charles R. Foley 5,517 / 1,483 0 / 0
- - --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In-the-Money options are those for which, at year-end, the fair market
value of the underlying security exceeded the exercise price.
-15-
<PAGE> 18
COMPENSATION COMMITTEE REPORT
The following report is presented to shareholders by the members of the
Compensation and Benefits Committee of the Board of Directors (the
"Compensation Committee"). Mr. Vander Hyde was the chairman of this committee
until his death in October 1994, at which time Mr. Diver became chairman. Mr.
Pigott joined this committee in February 1995.
GENERAL ORGANIZATION AND FUNCTIONS
The Compensation Committee has been a standing committee of Ameriwood's
Board of Directors for many years. Pursuant to long-standing Board policy,
only non-employee directors serve on this committee.
In general, the Compensation Committee is charged with overseeing the
operation of the Company's compensation and incentive programs for executive
officers and other key personnel. The members of this committee also review
existing programs, and implement or recommend to the Board such new programs
they may consider advisable in light of Ameriwood's overall compensation
objectives and strategies. As part of its general functions the Compensation
Committee annually reviews the salaries of all executive officers and
recommends to the Board such salary adjustments as it considers appropriate.
In addition, the Compensation Committee administers Ameriwood's incentive
plans, under which executive officers and other key employees may earn cash
and/or equity-based incentives.
OVERVIEW OF EXECUTIVE OFFICER COMPENSATION PROGRAMS
Ameriwood's compensation programs for executive officers attempt to relate
the overall pay levels of these officers to the attainment of company-wide and
individual performance objectives, as well as to improvements in shareholder
returns. These programs attempt at the same time to further the Company's
ability to attract and retain the best possible executive talent by providing
compensation opportunities competitive with those of executives possessing
similar experience and responsibilities at similar manufacturing companies. In
order to motivate executives to achieve the goals inherent in Ameriwood's
business strategy, as well as to attain individual performance objectives, a
potentially substantial portion of executive annual compensation is possible,
dependent upon achievement of such goals and objectives, through the Annual
Incentive Plan. In addition, a significant portion of executive compensation
over the longer term is linked to increases in market value of Ameriwood stock,
through equity-based plans.
SALARIES
Initial salaries for new executive officers are negotiated between the
prospective executive and management, subject to Compensation Committee and
full Board approval. In reviewing such salaries and making recommendations to
the Board, the Compensation Committee evaluates the responsibilities of the
position and the experience of the individual by reference to the competitive
marketplace for executive talent. This is accomplished through a comparison of
salaries for comparable positions at other companies. The Committee also
considers the potential availability of additional compensation for the
prospective executive through the Annual Incentive Plan and through
equity-based awards.
16
<PAGE> 19
Likewise, in reviewing and formulating recommendations concerning annual
salary adjustments for executive officers, the Compensation Committee considers
comparative executive salary survey data, along with the potential availability
of compensation other than salary. Other factors are also considered,
including Ameriwood's financial performance during the prior year in relation
to its business plans and objectives; Company performance measures such as
increases in market share, manufacturing efficiency gains, or improvements in
product quality and relations with customers, suppliers or employees; any new
responsibilities assigned or to be assigned to an executive; and Committee
members' assessments (supplemented by those of the CEO, with respect to other
executive officers) of each executive's past individual performance and
consequent anticipated future contributions. Extraordinary developments
bearing on Company and individual executive performance are also taken into
account during the salary review process.
All of the factors described above were considered by the Compensation
Committee in its deliberations regarding executive officer salaries for 1994,
resulting in Committee recommendations for increases in executive salaries, all
of which were accepted by the Board. Mr. Miglore's 1994 salary, as recommended
by the Compensation Committee, was set at $227,000, which represented a 5.6%
increase over his salary in the prior year.
Also based on the factors described above, Ameriwood's executive officers
elected to forego salary increases for 1995. This recommendation was presented
to, and accepted by, the Compensation Committee and the Board, and no
executives received salary increases in 1995.
ANNUAL INCENTIVE PLAN
At the beginning of each year under the Annual Incentive Plan maintained
for executives and other key employees, the Compensation Committee establishes
a specified annual target for "Return on Net Assets Employed" ("RONAE").
Defined in more detail in the plan, RONAE in general is determined by dividing
annual pretax income by the difference between average monthly total assets and
average monthly current liabilities for the year. The Compensation Committee
also approves individual performance objectives for each plan participant. The
amount of the cash incentive bonus that any plan participant can earn for the
year is then entirely dependent upon actual RONAE results and the extent to
which the participant's individual performance objectives are achieved. If
less than 80% of target RONAE is achieved, no incentives may be paid under the
plan, regardless of the extent to which individual goals have been achieved.
If the 80% minimum RONAE threshold is met or exceeded, each plan participant
will earn a percentage of his or her salary; for Mr. Miglore the percentage
ranges from a minimum of 8.53% to a maximum of 60%, and for all other
participants the percentage ranges from a minimum of 6.75% to a maximum of
47.5%. In addition, all participants may earn a percentage of salary for
attainment of individual goals--from 2.5% for attainment of at least 70% of
individual goals to 17.5% for attainment of all such goals.
As the Company did not attain 80% of target RONAE for 1994, no cash incentives
were paid to any executive officers or other management personnel for 1994.
-17-
<PAGE> 20
STOCK OPTIONS
Stock options entitle management to buy shares of Ameriwood common stock at
a specified price for a specified period of time. Committee members believe
that by encouraging equity ownership in the Company, the interests of
shareholders and management become more closely aligned. Stock options provide
management an incentive to increase the stock value over the long term by
rewarding them for any appreciation in the stock price.
Stock options are awarded to executives and other key employees who, in the
judgment of the Compensation Committee, are expected to contribute materially
to the Company's future success. More specifically, the employees' respective
contributions toward Ameriwood's business plans and strategic goals and the
improvement in Ameriwood's stock price during the year are considered in the
award of stock options. The Committee is also influenced by whether options
were granted in the prior year, and if so, the size of the grant.
Options are typically granted annually. In January of 1994, stock options
related to 1993 performance were granted to Mr. Miglore and other executives
and key employees under the 1993 Stock Incentive Plan. The size of stock
option grants are initially recommended to the Compensation Committee by the
CEO (with the exception of his own grant), and are generally consistent in size
from year to year. All stock options are initially granted at exercise prices
equal to the fair market value of the common stock on the date of grant.
Respectfully submitted,
Neil L. Diver, Chairman
Richard J. Pigott
Edwin Wachtel
-18-
<PAGE> 21
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on an
investment in Ameriwood common stock with The Nasdaq Stock Market for U.S.
companies index, and with the Wood Household Furniture Index--SIC Code 2511.
The Nasdaq Stock Market for U.S. companies is a performance indicator of the
overall stock market, while the Wood Household Furniture Index is more specific
to the nature of Ameriwood's business. The comparison assumes a $100
investment on December 31, 1989 and cumulation and reinvestment of dividends
paid thereafter.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ameriwood Industries 100.00 26.786 71.429 150.00 228.571
The Nasdaq Stock Market 100.00 84.918 136.277 158.579 180.933
Wood Household Furniture Index 100.00 72.390 100.170 133.430 168.200
</TABLE>
*The Wood Household Furniture Index--SIC Code 2511, prepared by Media
General Financial Services, includes Bassett Furniture, Bush Industries,
Chromcraft Revington, DMI Furniture, Ethan Allen Interiors, Interco, LADD
Furniture, Masco Corp., O'Sullivan Industries, Pulaski Furniture, Stanley
Furniture, Wellington Hall, and Ameriwood.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
EUROPE CRAFT LICENSE AGREEMENT
As previously noted, Edwin Wachtel, who is currently a member of the
Compensation Committee and served on that committee throughout 1993, is
President and Chief Executive Officer of Europe Craft Imports, Inc. ("Europe
Craft"). Effective March 1, 1992, Ameriwood entered into an agreement with
Europe Craft, which owns the Members Only trademark, under which Ameriwood was
granted an exclusive license to use the trademark in the United States and its
territories and possessions, Canada, and Mexico. The trademark is used in
connection with the manufacture, distribution and sale of unassembled furniture
produced from designs approved by Europe Craft ("covered products").
-19-
<PAGE> 22
Royalties payable under this agreement are based on a percentage of the
Company's Net Sales (as defined in the agreement) of covered products
manufactured and sold during a contract period, subject to minimum required
royalties of $100,000 for the 12-month period ended June 30, 1994, and $130,000
for each succeeding 12-month period while the agreement remains in effect. The
agreement also requires Ameriwood to comply with specified standards and
practices relating to use of the trademark, and contains cross-indemnifications
between Ameriwood and Europe Craft. During 1994, payments to Europe Craft
pursuant to this agreement were $115,000.
The agreement has an initial term extending until June 30, 1995. Ameriwood
has provided written notice of contract termination as of that date.
OTHER MATTERS
As previously noted, Neil L. Diver, who is currently Chairman of the
Compensation Committee and served on that committee throughout 1994, is the
Chairman of the Board of Ameriwood. However, neither Mr. Diver, nor any other
director serving on the Compensation Committee during 1994 is, or has ever
been, an employee or officer of Ameriwood or any of its subsidiaries.
As discussed previously under "General Information--Compensation of
Directors," non-employee directors of Ameriwood may be compensated for
consulting services provided to the Company. With respect to this arrangement,
Mr. Diver received approximately $133,000 during 1994 for such services.
MISCELLANEOUS
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires all Ameriwood
directors and officers and persons owning more than 10% of its common stock to
file reports with the Securities and Exchange Commission, with a copy to be
furnished to the Company. Based on a review of such reports (Forms 3, 4 and 5,
and written representations from certain reporting persons) furnished to
Ameriwood during or with respect to the preceding fiscal year, the Company
believes that all Section 16(a) filing requirements were met, except that there
was an error in the number of shares reported regarding a May 1994 transaction
for Mr. Coyne. This error was subsequently discovered and corrected on a Form
5 filed in February 1995.
INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors expects to reappoint Coopers
& Lybrand L.L.P. as Ameriwood's independent public accountants for 1995.
Representatives of Coopers & Lybrand L.L.P. are expected to attend the annual
meeting to respond to appropriate questions and to make a statement if they so
desire.
PROPOSALS OF SHAREHOLDERS AND SHAREHOLDER NOMINATIONS OF DIRECTORS
Any shareholder proposal intended for presentation at the 1996 annual
meeting of shareholders must be received at Ameriwood's corporate office, 171
Monroe Avenue, NW, Suite 600, Grand
-20-
<PAGE> 23
Rapids, Michigan 49503, no later than December 12, 1995, in order to be
eligible for inclusion in the Company's proxy materials relating to that
meeting.
By order of the Board of Directors
Grand Rapids, Michigan JOSEPH J. MIGLORE, Secretary
April 12, 1995
-21-
<PAGE> 24
EXHIBIT A
AMERIWOOD INDUSTRIES
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
1.1 PURPOSE AND SCOPE. The purpose of this Non-Employee Director Stock
Option Plan is to make service on the Board of Directors of the
Company more attractive to present and prospective non-employee
directors, as the continued services of qualified non-employee
directors are considered essential to the Company's sustained
progress.
1.2 DEFINITIONS. The following words and phrases shall have the following
meanings as used in this Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means Ameriwood Industries International Corporation
and any subsidiary corporation or other entity in which
Ameriwood Industries International Corporation holds a
proprietary interest.
(c) "Fair Market Value" means the average of the highest bid and
lowest asked prices of shares of Stock reported by The Nasdaq
Stock Market on the trading date in question, or if prices of
shares of Stock are not so reported on that date, then the
fair market value of shares of Stock on that date determined
by any reasonable method selected by the Board in its sole
discretion.
(d) "Option Price" means the purchase price for Stock payable upon
exercise of an option granted under this Plan.
(e) "Optionee" means a person to whom an option has been granted
under this Plan.
(f) "Non-Employee Director" means a person who is a member of the
Board of Directors of the Company, but who is not an employee
of the Company.
(g) "Plan" means this Ameriwood Industries 1995 Non-Employee
Director Stock Option Plan.
(h) "Stock" means the common stock of the Company, par value $1.00
per share.
1.3 ADMINISTRATION. The Plan shall be administered by the Board, and its
interpretation and construction of any provision of the Plan shall be
final and binding. Each person who is or shall have been a member of
the Board shall be defended, indemnified, and held harmless by the
Company, to the maximum extent permitted by law, from and against any
E1
<PAGE> 25
cost, liability, or expense imposed or incurred in connection with
such persons taking or failing to take any action under the Plan.
1.4 SHARES SUBJECT TO PLAN. The maximum number of shares of Stock subject
to options granted under the Plan shall be 100,000 shares, subject to
adjustment as provided in Section 3.1 below. The shares of Stock may
be authorized but unissued shares or treasury shares. If any
outstanding option expires or is terminated for any reason before the
end of the term for this Plan, the shares of Stock covered by that
option shall be available for options subsequently granted under this
Plan.
1.5 ELIGIBILITY AND GRANT OF OPTIONS. Only Non-Employee Directors shall
be eligible to receive options under this Plan. Each newly elected
Non-Employee Director shall be granted an initial option to acquire
5,000 shares of Stock as of the date that director is first elected to
office as a director. Non-Employee Directors who are incumbent
directors at the time this Plan is approved by the Company's
shareholders, and who continue in office as directors subsequent to
that shareholder approval shall be granted initial options to acquire
5,000 shares each of Stock effective as of the date shareholders
approve the Plan. Each Non-Employee Director shall also be granted an
additional option to acquire 5,000 shares as of each annual
anniversary date of shareholder approval of the Plan, except where a
newly elected Non-Employee Director was granted an initial option
earlier in the same calendar year.
ARTICLE II
OPTIONS AND RIGHTS
2.1 NON-STATUTORY STOCK OPTIONS. All options granted under the Plan shall
be non-statutory options, not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended.
2.2 TERMS, CONDITIONS, AND FORM OF OPTIONS. Each option granted under
this Plan shall be evidenced by a written agreement in such form and
containing such terms as the Board shall approve from time to time,
which agreements shall comply with and be subject to the following
terms and conditions:
(a) OPTIONS NON-TRANSFERABLE. Each option granted under the Plan
shall not be transferable by the Optionee other than by will,
or by the laws of descent and distribution, and shall be
exercisable only by the Optionee during his lifetime. No
option or interest therein may be transferred, assigned,
pledged or hypothecated by the Optionee during his lifetime,
whether by operation of law or otherwise, or be made subject
to execution, attachment or similar process.
(b) PERIOD OF OPTION. Options shall terminate upon the expiration
of six (6) years from the date upon which such options were
granted (subject to prior termination as hereinafter
provided).
E2
<PAGE> 26
(c) EXERCISE OF OPTIONS. Options may be exercised, in full or in
part, only by giving written notice to the Company, stating
the number of shares of Stock with respect to which the option
is being exercised, accompanied by payment in full for such
shares. Payment may be made, in whole or in part, in cash, in
shares of the Stock of the Company already owned by the
Optionee, valued at Fair Market Value as of the date of the
notice of exercise, or by the surrender of option rights
hereunder valued at the difference between the Option Price
and Fair Market Value for the underlying Stock; provided,
however, that: (i) there shall be no such exercise at any one
time as to fewer than one hundred (100) shares, unless fewer
than one hundred (100) shares remain to be purchased under the
option being exercised; and (ii) options may not be exercised
for a period of three (3) years after the date of grant.
(d) DEATH OF DIRECTOR. Any option granted an Optionee under the
Plan and outstanding on the date of the Optionee's death may
be exercised by the personal representative of the Optionee's
estate or by the person or persons to whom the option is
transferred pursuant to the Optionee's will, or in accordance
with the laws of descent and distribution.
(e) TERMINATION OF MEMBERSHIP ON THE BOARD. If a Non-Employee
Director's membership on the Board terminates for any reason,
an option held at the date of termination (but only to the
extent exercisable at the time of such termination in
accordance with Section 2.2(c), including options exercisable
by reason of the death or disability of the Non-Employee
Director or by reason of a change of ownership pursuant to
Section 3.1) may be exercised in whole or in part at any time
within one year after the date of such termination (but in no
event after the term of the option expires) and shall
thereafter automatically terminate. If a Non-Employee
Director's membership on the Board terminates during the
three-year period beginning on the date of grant of an option
for any reason other than the death or disability of the
Non-Employee Director or by reason of a change of ownership
pursuant to Section 3.1, the option shall automatically expire
and all rights of such former Non-Employee Director shall
terminate.
(f) SERVICE AS A DIRECTOR. The Optionee shall agree to continue
to serve as a director of the Company during the term for
which he or she was elected, subject to termination by reason
of death, disability, or a change in circumstance not
currently anticipated.
2.3 OPTION PRICE. The Option Price for an option granted under the Plan
shall be the Fair Market Value of the shares of Stock covered by the
option on the date of grant.
2.4 NOTIFICATION OF EXERCISE. Options shall be exercised by written
notice directed to the Chief Financial Officer of the Company at the
principal executive offices of the Company. Exercise by an Optionee's
heir or personal representative shall be accompanied by evidence of
his authority to act, in form reasonably satisfactory to the
Company.
E3
<PAGE> 27
ARTICLE III
ADDITIONAL PROVISIONS
3.1 EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. The aggregate number
of shares of Stock available for options under the Plan, the shares
subject to any option, and the exercise price per share shall all be
proportionately adjusted for any increase or decrease in the number of
issued shares of Stock subsequent to the effective date of the Plan
resulting from: (a) a subdivision or consolidation of shares or any
other capital adjustment; (b) the payment of a stock dividend; or (c)
other increase or decrease in such shares effected without receipt of
consideration by the Company. If the Company shall be the surviving
corporation in any merger or consolidation, any option shall pertain,
apply, and relate to the securities to which a holder of the number of
shares of Stock subject to the option would have been entitled after
the merger or consolidation. If the Company is acquired by another
corporation, or is otherwise merged into or consolidated with another
corporation, all options shall become immediately exercisable just
prior to the effective date of the merger or consolidation.
3.2 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options, and the obligation of the Company to sell and
deliver shares under options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for
shares of Stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any
ruling or regulation of any government body which the Company shall,
in its sole discretion, determine to be necessary or advisable.
3.3 AMENDMENTS. The Board may discontinue the Plan at any time, and may
amend it from time to time, subject to any stockholder or regulatory
approval required by law, and to any conditions established by the
terms of such amendment; provided that in no event shall the Plan be
amended more than once every six (6) months other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder, or Rules promulgated by the
Securities and Exchange Commission. No amendment, without approval by
shareholders, may: (a) increase the total number of shares which may
be issued to any individual; (b) increase the total number of shares
which may be issued under the Plan; (c) reduce the Option Price for
shares which may be purchased pursuant to options under the Plan; (d)
extend the period during which options may be granted; or (e) modify
the eligibility requirements for participation in the Plan. Other
than as expressly permitted under the Plan, no outstanding option may
be revoked or altered in a manner unfavorable to the Optionee without
the consent of the Optionee.
3.4 TERMINATION AND SUSPENSION. The Board, without further approval of
the stockholders, may at any time terminate or suspend this Plan. Any
such termination or suspension of the Plan shall not affect options
already granted and such options shall remain in full force and effect
as if this Plan had not been terminated or suspended. No option may
be granted while the Plan is suspended or after it is terminated.
E4
<PAGE> 28
Rights and obligations under any option granted while this Plan is in
effect shall not be altered or impaired by suspension or termination
of this Plan, except with the consent of the person to whom the option
was granted. An option may be terminated by agreement between the
Optionee and the Company and, in lieu of the terminated option, a new
option may be granted with an exercise price which may be higher or
lower than the exercise price of the terminated option.
3.5 NO RIGHTS AS SHAREHOLDER. No Optionee shall have any rights as a
shareholder with respect to any share of Stock subject to his option
prior to the date of issuance of a certificate evidencing ownership of
such Stock, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date of the
certificate, except as provided in Section 3.1.
3.6 WITHHOLDING. Whenever the Company proposes or is required to issue or
transfer shares of Stock under the Plan, the Company shall have the
right to require the Optionee to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax
liability prior to the delivery of any certificate or certificates for
such shares.
3.7 EFFECTIVE DATE AND DURATION. The Plan shall become effective at such
time as it is approved by the shareholders of the Company, and it
shall continue in effect until the tenth anniversary of the date the
Plan was adopted by the Board. Upon approval of the Plan by the
shareholders, no further options will be granted under the 1992
Ameriwood Industries Non-Employee Directors' Stock Option Plan.
Options granted on or before the termination of the Plan may be
exercised according to the terms of the option agreements governing
those options and shall continue to be governed by and interpreted
consistent with the terms of this Plan.
E5
<PAGE> 29
April 10, 1995
NOTICE TO PARTICIPANTS IN THE
AMERIWOOD INDUSTRIES AFFILIATED EMPLOYEE
STOCK OWNERSHIP AND SAVINGS PLAN
IMPORTANT
Dear Plan Participant:
Enclosed is the notice of meeting and Proxy Statement that have been
prepared by Ameriwood Industries International Corporation ("Ameriwood").
These documents have been prepared in connection with the solicitation of
proxies by Ameriwood's Board of Directors for Ameriwood's annual meeting of
shareholders to be held May 18, 1995, and any adjournment thereof.
Because FMB Trust, as trustee of the Plan (the "Trustee"), is the
holder of record of all shares of Ameriwood stock held under the
Plan--including shares allocated to your Plan account(s)--the Trustee is the
only person who can directly vote or give a proxy for voting those shares.
However, under the terms of the Plan, only you have the right to direct the
Trustee how to vote your allocated shares, and those shares cannot be voted at
all without instructions from you. Therefore, enclosed is a blue voting
instruction form and a postage-paid return envelope for the purpose of
instructing the Trustee how to vote your allocated shares of Ameriwood common
stock at the annual meeting.
TO ASSURE THAT YOUR ALLOCATED SHARES WILL BE VOTED AT THE MEETING, IT
IS IMPORTANT THAT THE TRUSTEE RECEIVE YOUR VOTING INSTRUCTIONS NO LATER THAN
MAY 12, 1995.
The enclosed proxy materials describe all of the matters that
Ameriwood expects will be voted upon at the upcoming meeting. You should
review those materials carefully. In addition, the recommendations of
Ameriwood's Board concerning these matters have been indicated on the blue
voting instruction form for your information. If you want to support the
recommendations of the Board concerning the proposals to be considered at the
meeting, you can do so by signing, dating and returning the blue voting
instruction form in the postage-paid envelope provided. If you wish your
allocated shares to be voted in some other manner with respect to one or more
of the proposals, you should so indicate on the form before signing, dating and
returning it to the Trustee. The Trustee makes no recommendation with respect
to your voting decisions.
YOUR VOTE IS STRICTLY CONFIDENTIAL. Under no circumstances will the
Trustee, or any of its agents, disclose to Ameriwood or any other party how or
if you voted. You should feel free to vote in the manner you think is best.
If you have any questions about your voting rights under the Plan, the
voting instruction form, or the secrecy of your vote, please contact the
Trustee between the hours of 9:00 AM and 4:00 PM, eastern standard time, at
(616) 393-9694.
FMB Trust, Trustee
<PAGE> 30
AMERIWOOD INDUSTRIES AFFILIATED EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
VOTING INSTRUCTIONS TO TRUSTEE
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
MAY 18, 1995
I, as a participant in the Ameriwood Industries Affiliated Employee Stock
Ownership and Savings Plan (the "Plan") hereby instruct FMB Trust, as trustee
under the Plan (the "Trustee"), to vote, either in person or by proxy, all
shares of common stock of Ameriwood Industries International Corporation
("Ameriwood") allocated to any of my Plan accounts in accordance with the
instructions set forth below. Such shares are to be voted at the 1995 annual
meeting of shareholders and at any adjournment thereof. I also instruct the
Trustee to act in its discretion (or to authorize its proxy or proxies to act
in his or their discretion) upon any other matters which may come before the
meeting.
I UNDERSTAND THAT THE RECOMMENDATIONS OF AMERIWOOD'S BOARD OF DIRECTORS ARE SET
FORTH BELOW FOR MY INFORMATION ONLY AND THAT THE TRUSTEE MAKES NO
RECOMMENDATIONS WITH RESPECT TO MY VOTING DECISIONS.
NOTE: This instruction form must be signed, dated and received by the trustee
by the close of business on May 12, 1995 in order for the trustee to ensure
that your voting instructions will be followed. If your voting instructions
are not timely received, the trustee will not vote the shares allocated to your
account. Your voting instructions to the trustee are confidential, as
explained in the accompanying notice to participants.
********************************************************
<TABLE>
<S><C>
1. Election of Directors
/ / FOR both nominees / / FOR ALL EXCEPT / / WITHHOLD AUTHORITY as to both nominees
RICHARD J. PIGOTT EDWIN WACHTEL
</TABLE>
NOTE: If you do not want your shares voted "FOR" a particular nominee,
mark the "FOR ALL EXCEPT" box and strike a line through the nominee's
name you do not wish to vote for. Your shares will be voted for the
remaining nominee.
AMERIWOOD'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE DIRECTOR
NOMINEES LISTED ABOVE.
********************************************************
2. Approval of the 1995 Non-Employee Director Stock Option Plan
/ / FOR / / AGAINST / / ABSTAIN
AMERIWOOD'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE 1995 NON-
EMPLOYEE DIRECTOR STOCK OPTION PLAN.
********************************************************
As a participant in the Plan, I hereby acknowledge receipt of Ameriwood's proxy
solicitation materials relating to the 1995 annual meeting of shareholders, and
I hereby instruct the Trustee to vote all shares allocated to any of my Plan
accounts as I have indicated above. If I sign this instruction form but do not
specifically instruct the Trustee how to vote, the Trustee is instructed to
vote all of my allocated shares in accordance with the recommendations of
Ameriwood's Board of Directors.
The submission of this instruction form, if properly signed and dated, revokes
any prior voting instructions I may have given to the Trustee.
Dated:________________Signature:______________________________________________
<PAGE> 31
PROXY PROXY
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 1995
The undersigned appoints Neil L. Diver and Joseph J. Miglore, or either
of them, proxies for the undersigned, each with full power of substitution, to
attend the Annual Meeting of Shareholders of Ameriwood Industries International
Corporation to be held on May 18, 1995 at 9:00 AM, local time, and at any
adjournments or postponements of the Annual Meeting, and to vote as specified
in this Proxy all the Common Shares of the Company which the undersigned would
be entitled to vote if personally present. This Proxy when properly executed
will be voted in accordance with the undersigned's indicated directions. If
no direction is made, this Proxy will be voted FOR the election of Directors
and FOR proposal 2.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
- - --------------------------------------------------------------------------------
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
<TABLE>
<S> <C>
For All
For Withheld Except For Against Abstain
1. Election of Directors -- 2. Approval of 1995 Non-Employee
Nominees: Richard J. Pigott, / / / / / / Director Stock Option Plan. / / / / / /
Edwin Wachtel
- - --------------------------------------------------------- The undersigned acknowledges receipt of Ameriwood's
(Except nominee written above.) proxy solicitation materials, including notice of
meeting, and of its 1994 Annual Report to Shareholders.
Record Date Shares:
Dated:____________________________________________,1995
_______________________________________________________
Signature(s)
_______________________________________________________
Please sign exactly as your name appears. Joint owners
should each sign personally. Where applicable,
indicate your official position or representation
capacity.
</TABLE>
