<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 Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] 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, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF PDM]
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 18, 1995, 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, 1995.
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,
WM. W. MCKEE
President and Chief Executive Officer
March 31, 1995
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1995
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. ("Company")
will be held on Thursday, May 18, 1995, 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 1998.
2. To ratify the appointment of auditors to examine the consolidated
financial statements of the Company for the year ending December 31,
1995.
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 13, 1995 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
March 31, 1995
Pittsburgh, Pennsylvania
<PAGE>
PITT-DES MOINES, INC.
------------------
PROXY STATEMENT
MARCH 31, 1995
------------------
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 18, 1995 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 March 31, 1995.
Only holders of common stock, no par value ("Common Stock"), of record at
the close of business on March 13, 1995 are entitled to notice of and to vote at
the Annual Meeting. As of that date the Company had outstanding 2,321,903 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 LLP as auditors
for the year ending December 31, 1995. 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 13,
1995 and each share may be voted for each of three director positions to be
filled. The three nominees receiving the highest number of votes cast 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.
BIOGRAPHY
The following biographical information has been furnished by the respective
nominees and continuing directors.
1
<PAGE>
NOMINEES TO BE ELECTED FOR DIRECTOR WHOSE TERMS EXPIRE IN 1998:
W.R. JACKSON, JR., AGE 62.
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 86.
Director since 1971; Chairman of the Nominating Committee; member of the
Executive and Audit 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.
P.J. TOWNSEND, AGE 59.
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 1997:
J.C. BATES, AGE 74.
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 64.
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 56.
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 1996:
R.W. DEAN, AGE 52.
Director since 1993; member of the Compensation and Nominating Committees.
Retired in 1991 as 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.
2
<PAGE>
W.R. JACKSON, AGE 86.
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 69.
Director since 1989; member of the Compensation and Audit Committees.
Retired in 1990 as 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.
J.H. LONG, AGE 81.
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.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met seven times during 1994. 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 eight times during 1994.
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 four times in 1994. 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 eight times in 1994. 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 four times in 1994. 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 1994. The Nominating
Committee consists of A.J. Paddock (Chairman), W.R. Jackson, Jr., J.H. Long, and
R.W. Dean.
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: Board member
annual retainer, $18,000 paid in quarterly installments of $4,500; attendance
fee per regular Board member meeting, $1,000; Executive Committee member annual
retainer, $3,000 paid in quarterly installments of $750; attendance fee per
meeting for Executive Committee, $800; fees for Chairmen of Compensation and
Nominating Committees, $1,000 paid in quarterly installments of $250; attendance
fee
3
<PAGE>
per meeting for Audit, Compensation, Employee Benefits and Nominating
Committees, $800; 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 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 27, 1995. As of such date, the Company received no such stockholder
nominations.
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
Directors who have attained the age of sixty-five (65), 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%. Upon the death of the director, the retirement benefit will be
paid to the surviving spouse at 50% of the entitlement.
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. The
Committee used the services of a nationally-recognized independent compensation
consultant which provided relevant competitive compensation data to assist the
Committee in making its decisions. 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 under the
Company's Management Incentive Plan ("MIP"); 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.
Under the terms of the MIP, a minimum rate of return (threshold) on
stockholders' equity must be achieved before bonuses can be awarded. Based upon
recommendation by Towers Perrin, a compensation consulting firm, the threshold
for executive officers was established at the after-tax cost of capital on the
assumption that returns in excess of the threshold would lead to increases in
stockholder value. Once this criteria is met, the total amount of bonus
available for distribution to eligible executive officers, including the
Company's Chief Executive Officer ("CEO") under the MIP is based on a percentage
in excess of the minimum return on stockholders' equity. Individual bonus
amounts paid to the Company's executive officers for services rendered in 1994,
including the CEO, were based on a pre-determined percentage of the individual's
base salary (not to exceed 100%), which pre-determined percentage was
established by the Compensation Committee based on comparative market data
provided by Towers Perrin, and the percentage of the overall MIP target
achieved.
4
<PAGE>
Under the terms of the MIP, the Company's eligible executive officers were
entitled to receive and were awarded bonuses under the MIP for the year ended
December 31, 1994, as shown on the Summary Compensation Table.
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 1994, 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
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 1994, it was determined by the
Committee to increase the CEO's base salary by $15,000. This increase reflects
the Committee's qualitative evaluation of the CEO's individual performance in
managing the Company and consideration of competitive data supplied by the
consultant.
All amounts paid or accrued during 1994 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
5
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholders return on
the Company's Common Stock from January 1, 1990 through December 31, 1994 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).
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PITT-DES MOINES, INC.,
AMEX MARKET VALUE INDEX AND DJ INDUSTRIAL DIVERSIFIED GROUP INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period DJIDGI AMEX
(Fiscal year Covered) Pitt Des Moines Index Index
--------------------- --------------- ------- ------
<S> <C> <C> <C>
Measurement Pt -
12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 $114.22 $ 89.68 $ 84.80
FYE 12/31/91 $157.88 $111.46 $104.45
FYE 12/31/92 $141.72 $127.20 $105.88
FYE 12/31/93 $107.29 $157.11 $125.79
FYE 12/31/94 $129.18 $145.78 $111.12
</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, 1990 in each of Pitt-Des Moines, Inc., the American Stock
Exchange Market Value Index and the Dow Jones Industrial Diversified Industry
Group Index.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the years ended December 31, 1992, 1993 and
1994, 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 $100,000
("Named Executive Officers") in all capacities in which they serve:
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
<S> <C> <C> <C> <C>
ALL OTHER
SALARY (1) BONUS (1) COMPENSATION (2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)
W.W. McKee 1994 330,000 326,000 4,720
President & Chief Executive 1993 315,000 -- 4,577
Officer 1992 300,000 33,333 4,444
P. O. Elbert 1994 240,000 189,700 8,204
Chairman of the Board 1993 230,000 -- 9,595
1992 220,000 33,333 8,367
R. A. Byers 1994 206,668 124,500 8,432
Vice President, Finance and 1993 198,337 -- 9,762
Administration and Treasurer 1992 190,000 -- 9,375
T. R. Lloyd 1994 149,668 90,700 5,495
General Counsel and Secretary 1993 139,753 -- 5,070
1992 127,500 -- 4,645
</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, 1994 include
Company contributions under the Savings and Investment Plan as follows:
P.O. Elbert--$3,600; R.A. Byers--$4,462; and T.R. Lloyd-- $2,698. Also
shown in this column are Company contributions under the Employee Stock
Ownership Plan as follows: W.W. McKee--$4,720; P.O. Elbert--$4,604; R.A.
Byers--$3,970; and T.R. Lloyd--$2,797.
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.
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 $30.00 per share, multiplied by 15,000 and
7,500, respectively; and 2) in the event of a change in control of the Company,
a three-year employment agreement. If employment is terminated by the Company
without "cause" or by such employee for "good reason" during this three-year
period, Messrs. Byers and Lloyd also would be entitled to receive an amount
equal to three times the total base salary and bonus paid to them for their last
full fiscal year prior to the change. In addition, upon such termination,
generally all unvested options will immediately vest and become exercisable.
7
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of options during the year ended
December 31, 1994:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END IN THE MONEY OPTIONS
(#) AT FISCAL YEAR-END ($)(1)
<S> <C> <C>
NAME EXERCISABLE UNEXERCISABLE
W.W. McKee 11,000 2,750
P.O. Elbert 7,500 1,875
R.A. Byers 7,000 1,750
T.R. Lloyd 4,000 1,000
</TABLE>
---------
(1) Market value of underlying securities at year-end, minus the exercise or
base 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.
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 24,048 32,064 40,080 48,096 56,112
200,000 24,048 32,064 40,080 48,096 56,112
225,000 24,048 32,064 40,080 48,096 56,112
250,000 24,048 32,064 40,080 48,096 56,112
300,000 24,048 32,064 40,080 48,096 56,112
400,000 24,048 32,064 40,080 48,096 56,112
</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. In
order to comply with the limitations prescribed by the Internal Revenue
Code of 1986, as amended, pension benefits will be paid directly by the
Company, when in excess of those permitted by the Code to be paid from
federal income tax qualified pension plans.
(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--$330,000, 16
years; P.O. Elbert--$240,000, 8 years; R.A. Byers--$207,000, 33 years; and T.R.
Lloyd--$150,000, 23 years.
8
<PAGE>
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 10, 1995 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 7,000 Sole (2)
386 Shared (3)
---------
7,386 Total *
R.W. Dean 1,000 Sole *
P.O. Elbert 15,425 Sole (2)
652 Shared (3, 4)
---------
16,077 Total *
W.R. Jackson 162,794 Sole (5)
44,913 Shared (3, 6-8)
---------
207,707 Total 8.95
W.R. Jackson, Jr. 74,306 Sole (9)
146,014 Shared (7, 10, 11)
---------
220,320 Total 9.49
W.E. Lewellen 400 Shared (12) *
T.R. Lloyd 4,000 Sole (2)
201 Shared (3)
---------
4,201 Total *
J.H. Long 4,300 Sole
100 Shared (13)
---------
4,400 Total *
W.W. McKee 12,000 Sole (2)
471 Shared (3)
---------
12,471 Total *
A.J. Paddock 1,712 Sole
44,524 Shared (7, 11, 14)
---------
46,236 Total 1.99
P.J. Townsend 89,605 Sole
104,317 Shared (8, 11, 15)
---------
193,922 Total 8.35
Directors, Nominees and Executives
Officers as a Group (12 persons) 373,142 Sole (2, 5, 9)
241,405 Shared (3, 4, 6-8, 10-14, 15)
---------
614,547 Total 26.47
</TABLE>
---------
* Indicates beneficial ownership of less than one percent of the Company's
Common Stock.
9
<PAGE>
(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 10, 1995). 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, 7,000 shares; P.O. Elbert, 7,500
shares; T.R. Lloyd, 4,000 shares; W.W. McKee, 11,000 shares and current
directors, nominees for director and executive officers as a group, 29,500
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, 386 shares; P.O.
Elbert, 452 shares; W.R. Jackson, 100 shares; T.R. Lloyd, 201 shares; W.W.
McKee, 471 shares; and current directors, nominees for director and
executive officers as a group, 1,610 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 2,000 shares owned by the spouse of W.R. Jackson and 60 shares
held in a trust 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.
(8) Includes 11,933 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 14,964 shares held in a custodial account for which W.R. Jackson,
Jr. is custodian for benefit of his child and 43,342 shares held in a trust
in which W.R. Jackson, Jr. is trustee, as to which shares he disclaims
beneficial ownership.
(10) Includes 11,880 shares owned by the spouse of W.R. Jackson, Jr. and 89,814
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 15,640 shares owned by the spouse of P.J. Townsend and 63,244
shares held in three trusts in which P.J. Townsend and M.M. Jackson are
co-trustees. Of these 78,884 shares, P.J. Townsend disclaims beneficial
ownership of 57,803 shares.
10
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 10, 1995, 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, Jr. (1, 2) 74,306 Sole
3400 Grand Avenue 146,014 Shared
Pittsburgh, PA 15225 ---------
220,320 Total 9.49
W.R. Jackson (1, 2) 162,794 Sole
3400 Grand Avenue 44,913 Shared
Pittsburgh, PA 15225 ---------
207,707 Total 8.95
P.J. Townsend (1, 2) 89,605 Sole
3400 Grand Avenue 104,317 Shared
Pittsburgh, PA 15225 ---------
193,922 Total 8.35
Integra Financial Corp. (3) 173,138 Tota1 7.46
Four PPG Place
Pittsburgh, PA 15222
M.M. Jackson (2) 89,982 Sole
3400 Grand Avenue 63,244 Shared (4)
Pittsburgh, PA 15225 ---------
153,226 Total 6.60
Dimensional Fund Advisors, Inc. (5) 144,500 Total 6.22
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
---------
(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 919,067 shares and constitutes
39.6% of the Company's outstanding Common Stock as of February 10, 1995.
Such family members disclaim the existence of any agreement or
understanding to act as a group with respect to such shares.
(3) Integra Trust Company N.A. holds all of the securities reported herein as a
fiduciary and as such does not have the right to receive for its own
account or the power to direct the receipt for its own account of
dividends, and proceeds are applied in accordance with the various
instruments under which the reporting person holds such securities as a
fiduciary. Integra Trust Company N.A. disclaims beneficial ownership of all
shares reported.
(4) All such shares are held in three trusts in which M.M. Jackson and P.J.
Townsend are co-trustees of which 42,163 shares M.M. Jackson disclaims
beneficial ownership.
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 144,500 shares of
Pitt-Des Moines, Inc. stock as of December 31, 1994, all of which shares
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation 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.
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee of the Board consists of J.C. Bates (Chairman),
W.R. Jackson, W.E. Lewellen, J.H. Long and R.W. Dean.
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 23, 1995, the ESOP closed on the purchase of a total of 13,350
shares of the Company's Common Stock from three Jackson family trusts, the
William R. and Lucilla S. Jackson Charitable Trust, the Ruth H. Jackson
Charitable Trust and the John E. and Sue M. Jackson Charitable Trust. The amount
paid to the Jackson family trusts ($447,225) was based upon the closing sale
price of $33.50 per share reported by the American Stock Exchange for January
20, 1995, 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. On November 10, 1994,
Mr. P.O. Elbert sold to the Company, and the Company purchased, 2,075 shares, at
a price per share of $33.75, of the Company's Common Stock pursuant to the
Agreement.
On April 19, 1990, the Company entered into agreements with members of the
Jackson family, principal stockholders, to purchase shares of the Company's
Common Stock upon the stockholder's death. Consummation of the transactions with
the estates of such shareholders were, in each case, contingent upon the amount
of such estate's holdings in shares of the Company's Common Stock. The
requirements to purchase these shares have not been met and, except as
previously reported with respect to the estate of Ruth H. Jackson, the sales
were not and will not be consummated. The Company has no remaining outstanding
commitments in these regards as of December 31, 1994.
RATIFICATION OF APPOINTMENT OF AUDITORS
PROPOSAL 2
The Board of Directors recommends that the stockholders ratify the
appointment of Ernst & Young LLP as auditors to audit the consolidated financial
statements of the Company for the year ending December 31, 1995. This firm has
served as auditors of the Company since 1956. A representative of Ernst & Young
LLP will not be present at the Annual Meeting. The Company's consolidated
financial statements for the year ended December 31, 1994 were examined by Ernst
& Young LLP. In connection therewith, Ernst & Young LLP 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 LLP 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.
12
<PAGE>
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 materials to the beneficial owners of Common Stock held by such
persons or entities.
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, 1994 is being mailed with this proxy statement. The Annual Report
is not a part of the proxy solicitation material.
STOCKHOLDER PROPOSALS
Any proposal submitted by a stockholder for action at the Company's 1996
Annual Meeting of Stockholders must be received by the Company at its principal
executive office on or before December 1, 1995, 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.
13
<PAGE>
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PITT-DES MOINES, INC. FOR ANNUAL
MEETING OF STOCKHOLDERS, MAY 18, 1995
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 18, 1995, 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
1. Election of Directors for a three-year term FOR all AUTHORITY
expiring in 1998. nominees WITHHELD
(to vote
all nominees)
[ ] [ ]
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S NAME.
Nominees: W. R. Jackson, Jr. A. J. Paddock P. J. Townsend
2. Proposal to ratify the appointment of Ernst & FOR AGAINST ABSTAIN
Young LLP as auditors for the Company for [ ] [ ] [ ]
the year ending December 31, 1995.
3. Upon such other matters as may properly come
before the meeting or any adjournment.
Signature(s) ___________________________Dated ___________________________, 1995
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 18, 1995
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 13, 1995, 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 11, 1995. 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
1. Election of Directors for a three-year FOR all AUTHORITY
term expiring in 1998. nominees WITHHELD
(to vote
all nominees)
[ ] [ ]
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME.
Nominees: W. R. Jackson, Jr. A. J. Paddock P. J. Townsend
2. Proposal to ratify the appointment FOR AGAINST ABSTAIN
of Ernst & Young LLP as auditors for [ ] [ ] [ ]
the Company for the year ending
December 31, 1995.
3. Upon such other matters as may properly
come before the meeting or any adjournment.
Signature(s) ___________________________Dated ___________________________, 1995
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.
