<PAGE>
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 Prospectus Statement
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PITT-DES MOINES, INC.
(Name of Registrant as Specified In Its Charter)
PITT-DES MOINES, INC.
(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(j)(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:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
Notes:
<PAGE>
P D M (BLACK LOGO)
PITT-DES MOINES, INC.
3400 Grand Avenue
Pittsburgh, Pennsylvania 15225
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on Thursday, May 26, 1994, at 2:00 p.m., in the
Cafeteria Building adjacent to the Main Office, 3400 Grand Avenue,
Pittsburgh, Pennsylvania.
Information about the meeting and the various matters on which the
stockholders will act is included in the Notice of Meeting and Proxy
Statement which follow. This year you are asked to elect directors and to
ratify the appointment of auditors for the year ending December 31, 1994.
It is important that your shares be represented at the meeting. Whether
or not you plan to attend the session in person, we hope that you will vote
on the matters to be considered and sign, date and return your Proxy in the
enclosed envelope as promptly as possible.
Sincerely,
/s/ W.W. McKee
-------------------------------------
W.W. McKee
President and Chief Executive Officer
April 8, 1994
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 1994
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. ("Company")
will be held on Thursday, May 26, 1994, at 2:00 p.m., in the Cafeteria
Building adjacent to the Main Office, 3400 Grand Avenue, Pittsburgh,
Pennsylvania, for the following purposes:
1. To elect three directors for a three-year term expiring in 1997.
2. To ratify the appointment of auditors to examine the consolidated
financial statements of the Company for the year ending December 31,
1994.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Holders of record of the Company's Common Stock at the close of business
on March 18, 1994 are entitled to notice of and to vote at the Annual
Meeting. A list of stockholders entitled to vote at the Annual Meeting
will be available for inspection at the meeting.
ALL STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO BE PRESENT IN PERSON, ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED.
T.R. LLOYD
General Counsel and Secretary
April 8, 1994
Pittsburgh, Pennsylvania
<PAGE>
PITT-DES MOINES, INC.
_____________
PROXY STATEMENT
APRIL 8, 1994
_____________
This proxy statement is being furnished to the stockholders of Pitt-Des
Moines, Inc. ("Company") in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
to be held on May 26, 1994 and any adjournment thereof (the "Annual Meeting").
The address of the principal executive offices of the Company is 3400 Grand
Avenue, Pittsburgh, Pennsylvania 15225. This proxy statement and enclosed proxy
are first being mailed to stockholders on or about April 8, 1994.
Only holders of common stock, no par value ("Common Stock"), of record at the
close of business on March 18, 1994 are entitled to notice of and to vote at the
Annual Meeting. As of that date the Company had outstanding 2,323,978 shares of
Common Stock. Each share of the Common Stock of the Company is entitled to one
vote at the Annual Meeting.
Unless otherwise directed in the accompanying proxy, the persons named therein
will vote FOR the election of the three director nominees listed below, and FOR
the proposal to ratify the appointment of Ernst & Young as auditors for the year
ending December 31, 1994. As to any other business which may properly come
before the Annual Meeting, they will vote in accordance with their best
judgment, although the Company does not presently know of any such other
business.
ELECTION OF DIRECTORS
PROPOSAL 1
The Articles of Incorporation of the Company provide that all powers vested by
law in the Company shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed under the direction of, a
Board of Directors of at least six and not more than twelve directors, the exact
number to be set from time to time by resolution of the Board of Directors. The
Board of Directors has set the number of directors at ten. The Board of
Directors is classified in respect of the time for which directors shall
severally hold office by dividing the number of directors into three classes
which shall be nearly equal in number as possible.
Three directors are to be elected at the Annual Meeting for a three-year term
and until their successors are elected and shall have qualified. Each
stockholder is entitled to one vote for each share held of record on March 18,
1994 and each share may be voted for each of three director positions to be
filled. The three nominees receiving the highest number of votes will be
elected. If any nominee becomes unavailable to serve as a director, an event
which the Company has no reason to anticipate, the votes of the proxies will be
cast for such other person or persons, if any, as may be nominated by the Board
of Directors.
UNLESS AUTHORITY IS WITHHELD, ALL PROXIES EXECUTED AND RETURNED WILL BE VOTED
IN FAVOR OF THE FOLLOWING THREE DIRECTOR NOMINEES.
1
<PAGE>
BIOGRAPHY
The following biographical information has been furnished by the respective
nominees and continuing directors.
DIRECTOR NOMINEES TO BE ELECTED FOR TERMS EXPIRING IN 1997:
J.C. BATES, AGE 73.
Director since 1985; Chairman of the Compensation Committee.
Retired Vice President of Allegheny International, Inc.; and formerly held
various management positions with Alcoa including Executive Vice President,
International Division and Executive Vice President, Alcoa Allied Products
Group.
P.O. ELBERT, AGE 63.
Director since 1988; member of the Executive and Employee Benefits Committees.
Chairman of the Board of the Company since 1990; formerly President of the
Company since 1988 and President, PDM Structural Group since 1987. Mr. Elbert
joined the Company in 1987. Prior to 1987, Mr. Elbert was Vice Chairman of
Chicago Steel Corporation since 1986; formerly a partner of Elbert and McKee
Company since 1984; formerly President and Chief Executive Officer of Flint
Steel Corporation since 1979; and formerly Group Vice President of Inryco, Inc.,
a subsidiary of Inland Steel Company, since 1969.
W.W. MCKEE, AGE 55.
Director since 1988; member of the Executive Committee.
President and Chief Executive Officer of the Company since 1990; formerly
President, PDM Plate Group since May 1987 and formerly Executive Vice President
of PDM Structural Group since April 1987. Mr. McKee joined the Company in 1987.
Prior to 1987, Mr. McKee was Secretary of Chicago Steel Corporation since 1986;
formerly a partner of Elbert and McKee Company since 1984; formerly a consultant
with McKee and Associates since 1983; formerly President of Hogan Manufacturing
since 1980; and formerly President of Herrick Corporation since 1973.
DIRECTORS WHOSE TERMS EXPIRE IN 1995:
W.R. JACKSON, JR., AGE 61.
Director since 1982; member of the Nominating Committee.
Consultant and private investor; and formerly President and Treasurer of the
Company from 1983 to 1987.
A.J. PADDOCK, AGE 85.
Director since 1971; member of the Executive, Audit and Nominating Committees.
Consultant and private investor; formerly Deputy Vice Chairman of the Board
and Executive Vice President and Chief Operating Officer of Pennsylvania
Engineering Corporation and Birdsboro Corporation from 1978 to 1988; formerly
Chairman of the Board, President and Chief Executive Officer of Blount, Inc.
since 1969; and formerly Administrative Vice President of U.S. Steel Corporation
since 1960.
2
<PAGE>
P.J. TOWNSEND, AGE 58.
Director since 1983; member of the Audit Committee.
Private investor and active in civil and community affairs; and formerly
Assistant Secretary of the Company from 1987 to 1988.
DIRECTORS WHOSE TERMS EXPIRE IN 1996:
R.W. DEAN, AGE 51.
Director since 1993; member of the Compensation Committee.
Retired President and Chief Operating Officer of Fluor Daniel International,
Ltd.; formerly held various management positions with Fluor Daniel
International, Ltd. since 1988 and with Daniel Construction Company since 1967.
W.R. JACKSON, AGE 85.
Director since 1940; Chairman of the Executive, Audit and Employee Benefits
Committees; member of the Compensation Committee.
Chairman Emeritus of the Company since 1988; and formerly Chairman of the
Board since 1971. Mr. Jackson has been with the Company since 1936 and is the
father of Mr. Jackson, Jr. and Mrs. Townsend.
W.E. LEWELLEN, AGE 68.
Director since 1989; member of the Compensation and Audit Committees.
Retired Senior Vice President, Finance and Treasurer of USX Corporation; and
formerly held various management positions with USX Corporation for 42 years.
Mr. Lewellen also is a director of RMI Titanium Company, Niles, Ohio and
Joseph Horne Co., Inc., Pittsburgh, Pennsylvania.
J.H. LONG, AGE 80.
Director since 1978; member of the Executive, Compensation, Employee Benefits
and Nominating Committees.
Retired Chairman of the Board and Chief Executive Officer of the Company from
1988 to 1990; formerly President and Treasurer of the Company since 1987; and
formerly retired President of American Bridge Division, U.S. Steel Corporation.
3
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met six times during 1993. The Board has five standing committees:
the Executive Committee, the Audit Committee, the Compensation Committee, the
Employee Benefits Committee and the Nominating Committee.
The Executive Committee generally supervises the management of the affairs of
the Company when the Board is not in session; it met seven times during 1993.
The Executive Committee consists of W.R. Jackson (Chairman), P.O. Elbert, J.H.
Long, W.W. McKee and A.J. Paddock.
The Audit Committee is responsible for recommending the independent auditors,
determining the scope of services provided by the independent auditors,
receiving and reviewing the independent auditors' report, supervising the
implementation of the Company's Statement of Business Conduct and Ethical
Standards and making appropriate recommendations to the Board of Directors; it
met three times in 1993. The Audit Committee consists of W.R. Jackson
(Chairman), A.J. Paddock, P.J. Townsend and W.E. Lewellen.
The Compensation Committee is responsible for establishing key employee
salaries, bonuses and other compensation plans; it met seven times in 1993. The
Compensation Committee consists of J.C. Bates (Chairman), J.H. Long, W.R.
Jackson, W.E. Lewellen and R.W. Dean.
The Employee Benefits Committee is responsible for the administration of
employee welfare and benefits programs; it met once in 1993. The Employee
Benefits Committee consists of W.R. Jackson (Chairman), P.O. Elbert and J.H.
Long.
The Nominating Committee considers and recommends prospective nominees for
election to the Board of Directors; it met once in 1993. The Nominating
Committee consists of W.R. Jackson, Jr., J.H. Long and A.J. Paddock.
Each Director attended at least 75 percent of the total number of meetings of
the Board and Committees of the Board on which such Director served.
Seven of the ten present Directors are not salaried employees of the Company.
These Directors are entitled to the following payments: annual retainer, $14,000
paid in quarterly installments of $3,500; attendance fee per regular meeting,
$750; Executive Committee member annual retainer, $6,500 paid in quarterly
installments of $1,625; attendance fee per meeting for Executive Committee,
$150; quarterly fee for Chairman of Compensation Committee, $250; attendance fee
per meeting for Audit, Compensation, Employee Benefits and Nominating
Committees, $600; and reimbursement for travel and other related expenses to
attend Board and Committee meetings.
Stockholders may recommend nominees to the Board of Directors. Procedures
governing the nomination of directors are set forth in the Company's Bylaws. In
general, the Bylaws provide that such nominations must be made in writing and
must be received by the Chairman of the Board of the Company not later than (i)
with respect to an election of directors to be held at an annual meeting, sixty
days prior to the anniversary date of the immediately preceding annual meeting,
and (ii) with respect to an election of directors to be held at a special
meeting of stockholders, the close of business on the tenth day following the
date on which notice of such meeting is first given to stockholders or public
disclosure of the meeting is made. Such notification must contain certain
information as provided in the Bylaws to the extent known to the notifying
stockholder including information regarding the proposed nominee and the
notifying stockholder, a description of all arrangements or understandings
between the notifying stockholder and the nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination is to
be made by the notifying stockholder and such other information regarding each
nominee proposed by such
4
<PAGE>
stockholder as would be required to be included in a proxy statement filed with
the Securities and Exchange Commission. Nominations not made in accordance with
the Bylaws may, in the discretion of the chairman of the meeting, be disregarded
by him, and upon his instructions the judges of election must disregard all
votes cast for each such nominee.
In accordance with the Bylaws, stockholder nominations for directors to be
elected at this Annual Meeting were to have been received by the Company by
March 21, 1994. As of such date, the Company received no such stockholder
nominations.
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
Directors who have completed five years of service as a non-employee director
and who do not have a vested right to benefit under any pension plan of the
Company or a subsidiary of the Company, are entitled to receive a percentage of
the annual directorship retainer upon resignation or retirement from the Board.
After five years of service, the entitlement is 50% and will increase 10% for
each completed year of service up to and including 10 years of service, at which
time the entitlement becomes a maximum of 100%. The retirement benefit will
continue for the number of years the director served on the Board, not to exceed
10 years. Payments continue to be paid upon the death of a director at 50% of
the entitlement, payable to the surviving spouse.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation plans and programs are administered by
the Compensation Committee ("Committee") of the Board of Directors. These plans
and programs are designed to attract, motivate and retain personnel with a
combination of salary and incentives linked to individual performance, the
Company's financial performance and enhanced stockholder value. The Company's
executive compensation program has three components: 1) base salary; 2)
potential for an annual bonus either under the Company's Management Incentive
Plan ("MIP") or on a discretionary basis; and 3) stock-based incentives pursuant
to the Company's Stock Option Plan of 1990 ("SOP"). The MIP and SOP attempt to
align executive officer and stockholder interests. The Company's Chief
Executive Officer ("CEO") does not participate in the MIP.
Under the terms of the MIP, a minimum rate of return on stockholders' equity
must be achieved and a dividend must be paid before bonuses can be awarded.
Once these criteria are met, the total amount of bonus available for
distribution to eligible executive officers under the MIP is based on a
percentage of the Company's consolidated operating income. Bonus awards are
limited to a maximum percentage of an individual's base salary. The actual
amount paid under the MIP to each eligible executive officer is determined by
the Committee after consideration of the recommendations of the CEO and is based
on a combination of Company performance and individual performance. The
Committee may grant a discretionary bonus award to the CEO based on Company and
individual performance.
Under the terms of the MIP, the Company's eligible executive officers were not
entitled to receive and were not awarded bonuses under the MIP for the year
ended December 31, 1993. In addition, no discretionary bonus awards were made
to any executive officer for the year ended December 31, 1993.
All of the executive officers participate in the SOP. Under the SOP, the
Committee may make grants of stock options which usually vest over a four year
period. These options generally expire within ten years after the date of
grant. In 1993, no stock options were granted to any executive officer under
the SOP.
During the course of each year, the Committee meets with the CEO to review his
recommendations on the changes, if any, in the base salary of each executive
officer other than the CEO. Based on the Committee's judgment and knowledge of
salary practices, national surveys and an individual's performance and
5
<PAGE>
contribution to the Company, the Committee modifies or approves the CEO's
recommendations. In addition the Chairman and the CEO each establish performance
goals concerning ethics, strategic planning, management succession, product
development, cost containment, Company profitability and overall leadership. At
least annually the Committee meets individually with the Chairman and the CEO in
order to evaluate their base salary and performance in light of the above-
described factors and goals. The Committee meets at least annually, without the
CEO, to evaluate his performance, using the same criteria to consider any
changes in the CEO's base salary.
In 1993, the Committee retained the services of Towers Perrin, as a
compensation counsulting firm, to assist the Committee in connection with the
performance of its duties and to advise the Committee on the Company's
management compensation plans and programs.
All amounts paid or accrued during 1993 under the above described plans and
programs are included in the tables which follow.
COMPENSATION COMMITTEE
J.C. Bates W.R. Jackson
R.W. Dean W.E. Lewellen
J.H. Long
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholders return on the
Company's Common Stock from January 1, 1989 through December 31, 1993 with that
of the American Stock Exchange Market Value Index and the Dow Jones Industrial
Diversified Industry Group Index (a published industry index which includes the
Company).
[GRAPH APPEARS HERE]
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PITT-DES MOINES, INC.,
AMEX MARKET VALUE INDEX AND DJ INDUSTRIAL DIVERSIFIED GROUP INDEX
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Pitt-Des Moines, Inc. 100.00 121.38 138.64 191.63 171.41 130.23
Dow Jones Industrial 100.00 122.00 108.73 134.23 155.22 189.22
Diversified Industry Group Index
American Stock Exchange Market 100.00 127.52 108.14 133.19 135.02 160.41
Value Index
- ----------------
</TABLE>
The comparison of total return on investment (change in year end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on January 1, 1989 in each of Pitt-Des Moines, Inc., the American Stock
Exchange Market Value Index and the Dow Jones Industrial Diversified Industry
Group Index.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the years ended December 31, 1991, 1992 and
1993, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the CEO and to each of the
executive officers of the Company whose annual compensation exceeds $100,000
("Named Executive Officers") in all capacities in which they serve:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
ALL OTHER
SALARY(1) BONUS(1) COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)
- ---------------------------------------------- ------ --------- -------- ---------------
<S> <C> <C> <C> <C>
W.W. McKee 1993 315,000 - 4,577
President & Chief Executive 1992 300,000 33,333 4,444
Officer 1991 300,000 183,333
P.O. Elbert 1993 230,000 - 9,595
Chairman of the Board 1992 220,000 33,333 8,367
1991 220,000 133,333
R.A. Byers 1993 198,337 - 9,762
Vice President, Finance and 1992 190,000 - 9,375
Administration and Treasurer 1991 183,750 90,000
T.R. Lloyd 1993 139,753 - 5,070
General Counsel and Secretary 1992 127,500 - 4,645
1991 117,500 50,000
- ----------------
</TABLE>
(1) Amounts shown include cash compensation earned and accrued in the year
indicated.
(2) Amounts shown in this column for the year ended December 31, 1993 include
Company contributions under the Savings and Investment Plan as follows:
P.O. Elbert - $5,195; R.A. Byers - $5,962; and T.R. Lloyd - $2,520. Also
shown in this column are Company contributions under the Employee Stock
Ownership Plan as follows: W.W. McKee - $4,577; P.O. Elbert - $4,400; R.A.
Byers - $3,800; and T.R. Lloyd - $2,550.
EXECUTIVE AGREEMENTS
The Company has an agreement with Mr. McKee which provides for the following:
1) in the event the Company is sold, a lump-sum cash payment equal to the
difference between the sales price per share (based upon 2,447,578 outstanding
shares) and $30.00 per share, multiplied by 50,000 and 2) in the event of a
change in control of the Company, a one-year employment agreement. If Mr.
McKee's employment is terminated by the Company without "cause" or by him for
"good reason" during this one-year period or if, at the end of the one-year
period, employment would not continue for any reason, Mr. McKee also would be
entitled to receive an amount equal to three times the total base salary and
bonus paid to him for the last full fiscal year prior to the change. In
addition, upon such termination, generally all unvested options will immediately
vest and become exercisable.
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<PAGE>
The Company has an agreement with Mr. Elbert which provides for one-half of
his base salary, payable until age 65, if his employment is terminated by the
Company without "cause" or if he resigns for "good reason".
The Company has separate agreements with Messrs. Byers and Lloyd which provide
for the following: 1) in the event the Company is sold, a lump-sum cash payment
equal to the difference between the sales price per share (based upon 2,447,578
outstanding shares) and $30.00 per share, multiplied by 15,000 and 7,500,
respectively; and 2) in the event of a change in control of the Company, a
three-year employment agreement. If employment is terminated by the Company
without "cause" or by such employee for "good reason" during this three-year
period, Messrs. Byers and Lloyd also would be entitled to receive an amount
equal to three times the total base salary and bonus paid to them for their
last full fiscal year prior to the change. In addition, upon such termination,
generally all unvested options will immediately vest and become exercisable.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named Executive
Officers, concerning the exercise of options during the year ended December 31,
1993 and unexercised options held on December 31, 1993:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR-END (#)(1)
----------------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
<S> <C> <C>
W.W. McKee 8,250 2,750
P.O. Elbert 5,625 1,875
R.A. Byers 5,250 1,750
T.R. Lloyd 3,000 1,000
- -----------------
</TABLE>
(1) Market value of underlying securities at year-end was less than the option
price.
PENSION PLANS
The range of estimated annual retirement benefits payable to participants in
the Company pension plan for salaried employees who retire at their normal
retirement dates (the later of age 65 or the 5th anniversary of employment),
based upon the amounts of remuneration and the years of credited service, is
indicated in the table below. The estimated benefits are calculated on a
straight-line basis but the actual pension benefits would be less if the
employee elects payment in the form of a 50% joint and survivor annuity.
This plan covers all salaried employees of the Company. Employees are
eligible for plan participation following the completion of one year of service
and attaining age 21. Participants are fully vested after completing five years
of service. The maximum years of credited service under this plan is 45 years.
8
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION BENEFITS
REMUNERATION(1) AFTER YEARS OF CREDITED SERVICE(2)
- ----------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
15 20 25 30 35
------- ------- ------- ------- -------
$125,000 $19,922 $26,563 $33,204 $39,845 $46,485
150,000 24,048 32,064 40,080 48,096 56,112
175,000 28,171 37,562 46,953 56,344 65,734
200,000 32,297 43,063 53,829 64,595 75,360
225,000 36,423 48,564 60,705 72,846 84,987
250,000 37,058 49,411 61,764 74,117 86,470
300,000 37,058 49,411 61,764 74,117 86,470
400,000 37,058 49,411 61,764 74,117 86,470
- -----------------
</TABLE>
(1) The remuneration upon which pension benefits are based is the average annual
base salary (excluding bonuses and other forms of additional compensation)
paid during the five calendar years preceding retirement subject to
limitations imposed by the Tax Reform Act of 1986 (i.e. the maximum salary
that can be considered for 1993 is $235,840).
(2) The benefits are not subject to any deduction for Social Security benefits.
For the Named Executive Officers, the current remuneration covered by the plan
and the projected years of service if they continue in the employ of the Company
to their normal retirement date is as follows: W.W. McKee - $220,000, 16 years;
P.O. Elbert - $190,000, 8 years; R.A. Byers - $160,000, 33 years; and T.R. Lloyd
- - $110,000, 23 years.
STOCKHOLDINGS OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of Common Stock of the Company by each director, nominee
for director, Named Executive Officer and all directors, nominees for director
and executive officers as a group, according to information available to the
Company as of February 11, 1994 unless otherwise noted.
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING SHARES
NAME BENEFICIAL OWNERSHIP(1) BENEFICIALLY OWNED
- ------------------ ----------------------------- ------------------
<S> <C> <C> <C>
J.C. Bates 1,000 Sole *
R.A. Byers 5,250 Sole(2) *
276 Shared(3) *
R.W. Dean 1,000 Sole *
P.O. Elbert 15,625 Sole(2) *
525 Shared(3,4) *
W.R. Jackson 165,994 Sole(5) 7.14
115,990 Shared(3,6-8) 4.99
W.R. Jackson, Jr. 91,660 Sole(9) 3.94
147,864 Shared(7,10,11) 6.36
W.E. Lewellen 400 Shared(12) *
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C> <C>
T.R. Lloyd 3,000 Sole(2) *
124 Shared(3) *
J.H. Long 4,300 Sole *
100 Shared(13) *
W.W. McKee 9,250 Sole(2) *
341 Shared(3) *
A.J. Paddock 1,712 Sole *
44,524 Shared(7,11,14) 1.92
P.J. Townsend 92,205 Sole 3.97
110,523 Shared(8,11,15) 4.76
Directors, Nominees and
Executives Officers 390,996 Sole(2,5,9) 16.82
as a Group 314,094 Shared(3,4,6-8,10-14,15) 13.52
(12 persons)
</TABLE>
* Indicates beneficial ownership of less than one percent of the Company's
Common Stock.
(1) Beneficial ownership is defined by the Securities and Exchange Commission
to include the power (whether sole or shared, direct or indirect, through
contract, arrangement, understanding or relationship) to vote, invest or
dispose of, or to direct the voting, investment or disposition of shares of
stock (including shares over which such person(s) has the right to acquire
beneficial ownership within 60 days of February 11, 1994). Except as
otherwise noted, the persons listed have both voting and investment power.
(2) Includes shares subject to vested options under the Company's Stock Option
Plan of 1990 as follows: R.A. Byers, 5,250 shares; P.O. Elbert, 5,625
shares; T.R. Lloyd, 3,000 shares; W.W. McKee, 8,250 shares and current
directors, nominees for director and executive officers as a group, 22,125
shares.
(3) Includes shares of Common Stock which may be deemed to be beneficially
owned under the Company's Employee Stock Ownership Plan ("ESOP") held for
the account of such person(s), as follows: R.A. Byers, 276 shares; P.O.
Elbert, 325 shares; W.R. Jackson, 77 shares; T.R. Lloyd, 124 shares; W.W.
McKee, 341 shares; and current directors, nominees for director and
executive officers as a group, 1,143 shares. Each of the named individuals
and each member of the group has shared voting power and no investment
power with respect to the shares of Common Stock which are allocated under
the ESOP. The ownership of each such individual and all current directors,
nominees for director and executive officers as a group represents less
than 1% of the outstanding shares of Common Stock.
(4) Includes 200 shares owned by the spouse of P.O. Elbert, as to which shares
he disclaims beneficial ownership.
(5) Includes 18,976 shares held in four trusts in which W.R. Jackson is
trustee, 8,776 shares as to which he disclaims beneficial ownership.
(6) Includes 1,500 shares owned by the spouse of W.R. Jackson and 65,660 shares
held in two trusts in which W.R. Jackson, S.M. Jackson and a bank are co-
trustees, as to which shares he disclaims beneficial ownership.
(7) Includes 30,820 shares held in two trusts in which W.R. Jackson, W.R.
Jackson, Jr. and A.J. Paddock are co-trustees, as to which shares they
disclaim beneficial ownership.
10
<PAGE>
(8) Includes 17,933 shares held in a trust in which W.R. Jackson and P.J.
Townsend are co-trustees, as to which shares they disclaim beneficial
ownership.
(9) Includes 32,918 shares held in two custodial accounts for which W.R.
Jackson, Jr. is custodian for benefit of his children and 42,742 shares
held in a trust in which W.R. Jackson, Jr. is trustee, as to which shares
he disclaims beneficial ownership.
(10) Includes 11,730 shares owned by the spouse of W.R. Jackson, Jr. and 91,814
shares held in four trusts in which W.R. Jackson, Jr. and a bank are co-
trustees, as to which shares he disclaims beneficial ownership.
(11) Includes 13,500 shares held in a trust in which W.R. Jackson, Jr., P.J.
Townsend and A.J. Paddock are co-trustees, as to which shares they disclaim
beneficial ownership.
(12) All such shares are jointly owned with the spouse of W.E. Lewellen.
(13) All such shares are owned by the spouse of J.H. Long, as to which shares he
disclaims beneficial ownership.
(14) Includes 204 shares owned by the spouse of A.J. Paddock, as to which shares
he disclaims beneficial ownership.
(15) Includes 15,490 shares owned by the spouse of P.J. Townsend, 63,244 shares
held in three trusts in which P.J. Townsend and M.M. Jackson are co-
trustees and 356 shares held in a trust in which P.J. Townsend and a bank
are co-trustees. Of these 79,090 shares, P.J. Townsend disclaims
beneficial ownership of 58,009 shares.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 11, 1994, unless noted otherwise) of more
than 5% of the outstanding Common Stock of the Company according to information
furnished by them to the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING SHARES
- ---------------------- --------------------- -------------------
<S> <C> <C> <C>
W.R. Jackson (1,2) 165,994 Sole 7.14%
3400 Grand Avenue 115,990 Shared 4.99 12.13%
Pittsburgh, PA 15225 ----
W.R. Jackson, Jr. (1,2) 91,660 Sole 3.94
3400 Grand Avenue 147,864 Shared 6.36 10.30
Pittsburgh, PA 15225 ----
P.J. Townsend (1,2) 92,205 Sole 3.97
3400 Grand Avenue 110,523 Shared 4.76 8.73
Pittsburgh, PA 15225 ----
Dimensional Fund Advisors, Inc. (3) 167,000 Sole
1299 Ocean Avenue 167,000 Shared 7.19
Santa Monica, CA 90401
M.M. Jackson(2) 90,282 Sole 3.88
3400 Grand Avenue 63,244 Shared(4) 2.72 6.60
Pittsburgh, PA 15225 ----
- -------------
</TABLE>
11
<PAGE>
(1) With respect to these shares, see information for such person in the table
and footnotes under "Stockholdings of Management."
(2) The aggregate number of shares of Company Common Stock held by members of
the Jackson family (including four individuals named above and others) and
the charitable and private trusts of which family members are trustees
sharing voting and/or investment power is 992,800 shares and constitutes
42.7% of the Company's outstanding Common Stock as of February 11, 1994.
Such family members disclaim the existence of any agreement or understanding
to act as a group with respect to such shares.
(3) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 167,000 shares of Pitt-
Des Moines, Inc. stock as of December 31, 1993, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, the DFA Investment Trust Company, a registered open-end
investment company, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of such shares.
(4) All such shares are held in four trusts in which M.M. Jackson and P.J.
Townsend are co-trustees of which 42,163 shares she disclaims beneficial
ownership.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee of the Board consists of J.C. Bates (Chairman),
R.W. Dean, W.R. Jackson, W.E. Lewellen and J.H. Long.
Mr. Jackson is a principal holder of the Company's Common Stock and, as
Chairman Emeritus of the Company, he is also an Executive Officer. In addition,
Mr. Jackson is a member of the Compensation Committee and, as such, he
participates in compensation decisions affecting Executive Officers (except and
to the extent of compensation decisions affecting himself).
Mr. Long is a member of the Compensation Committee and participates in
compensation decisions affecting Executive Officers. Mr. Long was an Executive
Officer of the Company, serving as President and Treasurer of the Company in
1987 and as Chairman of the Board and Chief Executive Officer from 1988 to 1990.
On January 26, 1994, the ESOP closed on the purchase of a total of 13,980
shares of the Company's Common Stock from two Jackson family trusts, the William
R. and Lucilla S. Jackson Charitable Trust and the Ruth H. Jackson Charitable
Trust. The amount paid to the Jackson family trusts ($503,280) was based upon
the closing sale price of $36.00 per share reported by the American Stock
Exchange for January 20, 1994, the date the purchase agreement was entered.
On September 21, 1993, the Company entered into an Investment Letter and
Registration Rights Agreement (the "Agreement") with Mr. P.O. Elbert (the
"Stockholder"). The Agreement involves 10,000 shares which the Company agrees
to purchase and the Stockholder agrees to sell, any or all such shares, upon
written notice from the Stockholder. The price per share to be paid by the
Company for such shares shall be the closing price per share of the Company's
Common Stock as quoted on the American Stock Exchange Composite Index on the
date the written notice is received from the Stockholder.
12
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
PROPOSAL 2
The Board of Directors recommends that the stockholders ratify the appointment
of Ernst & Young as auditors to audit the consolidated financial statements of
the Company for the year ending December 31, 1994. This firm has served as
auditors of the Company since 1956. A representative of Ernst & Young will not
be present at the Annual Meeting. The Company's consolidated financial
statements for the year ended December 31, 1993 were examined by Ernst & Young.
In connection therewith, Ernst & Young performed other audit-related functions,
including review of the Annual Report of the Company and the financial
statements filed with the Securities and Exchange Commission. The appointment
of Ernst & Young as auditors will be approved upon the affirmative vote of a
majority of the votes cast at the Annual Meeting.
PROXIES SOLICITED HEREBY WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE AGAINST
THE PROPOSAL OR ABSTENTION IS SPECIFICALLY INDICATED.
OTHER MATTERS
The Directors of the Company are not aware that any other matters are to be
presented for action at the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended that votes will
be cast pursuant to the proxy in respect thereto and in accordance with the best
judgment of the persons acting as proxies.
ADDITIONAL INFORMATION
SOLICITATION COSTS
Costs of this solicitation of proxies will be paid by the Company. The
Directors, officers and other employees or agents of the Company may solicit
proxies by mail, telephone, telegraph and personal interview and will request
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owner of Common Stock held by such
persons.
REVOCATION OF PROXY
Any stockholder who executes and returns the proxy may revoke the same at will
at any time prior to the voting of the proxy, but revocation of the proxy will
not be effective until written notice thereof has been given to the Secretary of
the Company. The shares represented by all properly executed proxies received
by the Secretary in the accompanying form prior to the Annual Meeting and not so
revoked will be voted.
ABSTENTIONS
Under the Company's Articles of Incorporation and Bylaws, and applicable state
law, abstentions and broker non-votes have no effect on the approval of or
election on any matter submitted to a vote of the Company's stockholders,
although shares with respect to abstentions and broker non-votes are counted for
purposes of establishing a quorum for a meeting of stockholders.
ANNUAL REPORT
The Annual Report to Stockholders covering the Company's year ended December
31, 1993 is being mailed with this proxy statement. The Annual Report is not a
part of the proxy solicitation material.
13
<PAGE>
STOCKHOLDER PROPOSALS
Any proposal submitted by a stockholder for action at the Company's 1995
Annual Meeting of Stockholders must be received by the Company on or before
December 9, 1994, in the form required by and subject to the other requirements
of the Company's Bylaws and the applicable rules of the Securities and Exchange
Commission.
14
<PAGE>
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PITT-DES MOINES, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 26, 1994
The undersigned appoints W. R. Jackson, P.O. Elbert and W. W. McKee, and each
of them, Proxies of the undersigned to vote all shares of Common Stock of Pitt-
Des Moines, Inc. which the signee would be entitled to vote at the Annual
Meeting of Stockholders to be held at the Company's Cafeteria Building, 3400
Grand Avenue, Pittsburgh, Pennsylvania on May 26, 1994, and at all adjournments
thereof, as fully as the signee could if personally present.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING. IF NO
CHOICE IS INDICATED FOR ITEMS 1 OR 2 ON THE REVERSE SIDE HEREOF, SUCH SHARES
WILL BE VOTED IN FAVOR OF THE PROPOSAL REFERRED TO IN THAT ITEM. IF A CHOICE IS
MADE, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE CHOICE SO INDICATED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
PLEASE SIGN AND DATE ON REVERSE SIDE.
Pitt-Des Moines, Inc., 3400 Grand Avenue, Pittsburgh, Pennsylvania 15225
(Continued and to be dated and signed on reverse side)
<PAGE>
[x] PLEASE MARK
YOUR VOTES
AS THIS
--------
COMMON
AUTHORITY
WITHHELD
Please Mark Your Choice As Shown [_] in Blue FOR all (to vote all
or Black ink. nominees nominees)
1. Election of Directors for a three-year term [_] [_]
expiring in 1997.
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of Ernst & [_] [_] [_]
Young as auditors for the Company for the year
ending December 31, 1994.
3. Upon such other matters as may properly come
before the meeting or any adjournment.
To withhold authority to vote for any individual
nominee, strike a line through that nominee's name.
Nominees: J.C. Bates P.O Elbert W.W. McKee
Signature(s) ___________________________Dated ___________________________, 1994
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, guardian or corporate official, title should
be stated. If shares are held jointly, each holder should sign.
<PAGE>
PITT-DES MOINES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 26, 1994
EMPLOYEE STOCK OWNERSHIP PLAN
To: Integra Trust Company, Trustee* of the Plan:
Receipt of proxy solicitation material for above meeting is acknowledged. You
are directed to vote the number of shares reflecting my interest in the Plan on
March 18, 1994, the record date for the meeting, and to effect that vote by
executing a proxy in the form solicited by the Board of Directors of Pitt-Des
Moines, Inc., as indicated on the reverse side.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN AND RETURN PROMPTLY
THE TRUSTEE OF THE PLAN WILL, AT ITS SOLE DISCRETION, VOTE SHARES FOR WHICH AN
EXECUTED INSTRUCTION CARD IS NOT RECEIVED BY MAY 19, 1994. CONSEQUENTLY, A
FAILURE TO RETURN AN INSTRUCTION CARD IS NOT EQUIVALENT TO VOTING FOR OR
AGAINST ANY ITEM NOR IS IT EQUIVALENT TO ABSTAINING FROM VOTING ON ANY ITEM.
*Integra Trust Company, Trustee, has appointed Chemical Bank as Agent to tally
the votes.
(Continued and to be dated and signed on reverse side)
<PAGE>
[x] PLEASE MARK
YOUR VOTES
AS THIS
--------
ESOP
AUTHORITY
WITHHELD
Please Mark Your Choice As Shown [_] in Blue FOR all (to vote all
or Black ink. nominees nominees)
1. Election of Directors for a three-year term [_] [_]
expiring in 1997.
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of Ernst & [_] [_] [_]
Young as auditors for the Company for the year
ending December 31, 1994.
3. Upon such other matters as may properly come
before the meeting or any adjournment.
To withhold authority to vote for any individual
nominee, strike a line through that nominee's name.
Nominees: J.C. Bates P.O Elbert W.W. McKee
Signature(s) ___________________________Dated ___________________________, 1994
TRUSTEE AUTHORIZATION: I hereby authorize Integra Trust Company as Trustee*
under the Pitt-Des Moines, Inc. Employee Stock Ownership Plan, to vote the
shares of Pitt-Des Moines, Inc. Common Stock held for my account under said Plan
at the Annual Meeting, and any adjournment thereof, in accordance with the
instructions given above.
*Integra Trust Company has appointed Chemical Bank as Agent to tally the votes.
