<PAGE>
[LOGO OF 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 2, 1996, at 2:00 p.m. local time, 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, 1996.
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/ WM. W. McKee
-------------------------------------
WM. W. MCKEE
President and Chief Executive Officer
April 1, 1996
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1996
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. ("Company")
will be held on Thursday, May 2, 1996, at 2:00 p.m. local time, 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 1999.
2. To ratify the appointment of auditors to examine the consolidated
financial statements of the Company for the year ending December
31, 1996.
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 11, 1996 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 1, 1996
Pittsburgh, Pennsylvania
<PAGE>
PITT-DES MOINES, INC.
------------------
PROXY STATEMENT
APRIL 1, 1996
------------------
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 at 2:00 p.m. local time on May 2, 1996, in the Cafeteria Building
adjacent to the principal executive offices of the Company, 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 1, 1996.
Only holders of common stock, no par value ("Common Stock"), of record at
the close of business on March 11, 1996 are entitled to notice of and to vote at
the Annual Meeting. As of that date the Company had outstanding 2,323,633 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, 1996. 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 11,
1996 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.
1
<PAGE>
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.
NOMINEES TO BE ELECTED FOR DIRECTOR WHOSE TERMS EXPIRE IN 1999:
R.W. DEAN, AGE 53.
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.
W.R. JACKSON, AGE 87.
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 70.
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.
DIRECTORS WHOSE TERMS EXPIRE IN 1998:
W.R. JACKSON, JR., AGE 63.
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 87.
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 60.
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 75.
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.
2
<PAGE>
P.O. ELBERT, AGE 65.
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.
WM. W. MCKEE, AGE 57.
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.
J.W. ROBINSON, AGE 62.
Director since 1995.
Currently Chairman of the Board of SMP Steel Corporation and Tar Heel Lift
Trucks. Also, President and Chief Executive Officer of SMP Steel Corporation
since 1993. Mr. Robinson is also a Director of Russel Metals, Inc.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met seven times during 1995. 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 four times during 1995.
The Executive Committee consists of W.R. Jackson (Chairman), P.O. Elbert, Wm. 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 1995. 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 six times in 1995. The
Compensation Committee consists of J.C. Bates (Chairman), 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 one time in 1995. The Employee
Benefits Committee consists of W.R. Jackson (Chairman) and P.O. Elbert.
The Nominating Committee considers and recommends prospective nominees for
election to the Board of Directors; it met once in 1995. The Nominating
Committee consists of A.J. Paddock (Chairman), W.R. Jackson, Jr. 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, $20,000 paid in quarterly installments of $5,000;
3
<PAGE>
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 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 19, 1996. 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 be paid for the life of the director. Upon the death of
the director, payments will be paid to the surviving spouse at 50% of the
entitlement, for the remaining life of 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. The
Committee used the services of Towers Perrin, 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. 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
4
<PAGE>
recommendations of the CEO and is based on a combination of Company's
performance and individual performance.
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 years ended
December 31, 1994 and 1995, as shown on the Summary Compensation Table.
All of the "Named 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. During 1995, the following options were granted to four of the
executive officers as indicated on the Summary Compensation Table: Wm. W. McKee,
P.O. Elbert, R.A. Byers, and T.R. Lloyd received options for 11,000, 7,500,
7,000 and 6,000 shares, respectively, at an exercise price of $34.75.
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.
All amounts paid or accrued during 1995 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
5
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholders return on
the Company's Common Stock from January 1, 1991 through December 31, 1995 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
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG PITT-DES MOINES INC, DOW JONES INDUSTRIAL DIVERSIFIED INDUSTRY GROUP
INDEX AND AMERICAN STOCK EXCHANGE MARKET VALUE INDEX
<CAPTION>
Dow Jones Industrial American Stock
Measurement period Pitt-Des Moines Diversified Industry Exchange Market
(Fiscal Year Covered) Inc Group Index Value Index
- - --------------------- --------------- -------------------- ---------------
<S> <C> <C> <C>
Measurment PT -
12/31/90 $100 $100 $100
FYE 12/31/91 $138.22 $122.59 $123.17
FYE 12/31/92 $123.64 $141.12 $124.86
FYE 12/31/93 $ 93.93 $173.84 $148.34
FYE 12/31/94 $113.09 $163.13 $131.04
FYE 12/31/94 $145.28 $209.15 $168.90
</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, 1991 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, 1993, 1994 and
1995, 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 $100,000
("Named Executive Officers") in all capacities in which they serve:
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION ALL OTHER
------------------- AWARDS (2) COMPENSATION (3)
SALARY BONUS ------------- ----------------
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)
- - --------------------------- -------- -------- -------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Wm. W. McKee 1995 330,000 330,000 11,000 3,000
President & Chief Executive 1994 330,000 326,000 -- 4,720
Officer 1993 315,000 -- -- 4,577
P.O. Elbert 1995 240,000 192,000 7,500 6,600
Chairman of the Board 1994 240,000 189,700 -- 8,204
1993 230,000 -- -- 9,595
R.A. Byers 1995 210,000 126,000 7,000 7,462
Vice President, Finance 1994 206,668 124,500 -- 8,432
and Treasurer 1993 198,337 -- -- 9,762
T.R. Lloyd 1995 153,000 91,800 6,000 5,643
General Counsel and Secretary 1994 149,668 90,700 -- 5,495
1993 139,753 -- -- 5,070
</TABLE>
- - ---------
(1) Amounts shown include cash compensation earned and accrued in the year
indicated.
(2) Options granted under the Company's Stock Option Plan of 1990 at an
exercise price of $34.75.
(3) Amounts shown in this column for the year ended December 31, 1995 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--$2,643. Also
shown in this column are Company contributions under the Employee Stock
Ownership Plan as follows: Wm. W. McKee--$3,000; P.O. Elbert--$3,000; R.A.
Byers--$3,000; and T.R. Lloyd--$3,000.
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 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 $30.00 per share, multiplied by 15,000 and
7,500, respectively; and 2) in the event of a change in control of the Company,
a three-year employment agreement. If employment is terminated by the Company
without "cause" or by such employee for "good reason" during this three-year
period, Messrs. Byers and Lloyd also would be entitled to receive an amount
equal to three times the total base salary and bonus paid to them for their last
full fiscal year prior to the change. In addition, upon such termination,
generally all unvested options will immediately vest and become exercisable.
7
<PAGE>
OPTION GRANTS TABLE AND OPTION EXERCISES AND YEAR-END VALUES TABLE
The following tables set forth information with respect to the Named
Executive Officers, concerning the grants and exercises of options during the
year ended December 31, 1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS GRANTED FOR OPTION TERM (1)
OPTIONS TO EMPLOYEES EXERCISE PRICE EXPIRATION ---------------------
NAME GRANTED (#) IN ISCAL YEAR ($/SHARE) DATE 5%($)(2) 10%($)(3)
---- ------------ --------------- -------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee 11,000 15.2 34.75 2/15/05 240,350 609,180
P.O. Elbert 7,500 10.3 34.75 2/15/05 163,875 415,350
R.A. Byers 7,000 9.7 34.75 2/15/05 152,950 387,660
T.R. Lloyd 6,000 8.3 34.75 2/15/05 131,100 332,280
</TABLE>
- - ---------
(1) Assumes, from the date of grant of the option through its expiration date,
a hypothetical 5% and 10% per year appreciation (compounded annually) in
the fair market value of the Common Stock. The 5% and 10% rates of
appreciation are set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, in the Common Stock. If the Common Stock does not increase in value,
the options shown will be valueless.
(2) Assumes a fair market value of the Common Stock of $56.60 per share.
(3) Assumes a fair market value of the Common Stock of $90.13 per share.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
------------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Wm. W. McKee 13,750 8,250 99,000 33,000
P.O. Elbert 9,375 5,625 67,500 22,500
R.A. Byers 8,750 5,250 63,000 21,000
T.R. Lloyd 5,500 4,500 38,000 18,000
</TABLE>
- - ---------
(1) Market value of underlying securities at year-end, minus the exercise or
base price.
8
<PAGE>
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)
- - ---------------- -----------------------------------------------------
15 20 25 30 35
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$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: Wm. W. McKee--$330,000,
16 years; P.O. Elbert--$240,000, 8 years; R.A. Byers--$210,000, 33 years; and
T.R. Lloyd--$153,000, 23 years.
9
<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 9, 1996 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 8,750 Sole (2)
556 Shared (3)
---------
9,306 Total *
R.W. Dean 1,000 Sole *
P.O. Elbert 15,030 Sole (2)
822 Shared (3,4)
---------
15,852 Total *
W.R. Jackson 140,118 Sole
97,199 Shared (3,5-8)
---------
237,317 Total 10.21
W.R. Jackson, Jr. 87,245 Sole (9)
200,062 Shared (7,10,11)
---------
287,307 Total 12.36
W.E. Lewellen 400 Shared (12) *
T.R. Lloyd 5,500 Sole (2)
370 Shared (3)
---------
5,870 Total *
Wm. W. McKee 14,750 Sole (2)
641 Shared (3)
---------
15,391 Total *
A.J. Paddock 1,712 Sole
77,340 Shared (7, 11, 13)
---------
79,052 Total 3.40
J.W. Robinson 250 Sole *
P.J. Townsend 87,705 Sole
62,304 Shared (8, 11, 14)
---------
150,009 Total 6.46
Directors, Nominees and Executives
Officers as a Group (12 persons) 363,060 Sole (2 & 9)
273,489 Shared (3-8, 10-14)
---------
636,549 Total 27.39
</TABLE>
10
<PAGE>
- - ---------
* 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 9, 1996). 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, 8,750 shares; P.O. Elbert, 9,375
shares; T.R. Lloyd, 5,500 shares; Wm. W. McKee, 13,750 shares and current
directors, nominees for director and executive officers as a group, 37,375
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, 556 shares; P.O.
Elbert, 622 shares; W.R. Jackson, 154 shares; T.R. Lloyd, 370 shares; Wm.
W. McKee, 641 shares; and current directors, nominees for director and
executive officers as a group, 2,343 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 2,500 shares owned by the spouse of W.R. Jackson, as to which
shares he disclaims beneficial ownership.
(7) Includes 63,636 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 16,064 shares held in a custodial account for which W.R. Jackson,
Jr. is custodian for benefit of his child and 55,181 shares held in two
trusts in which W.R. Jackson, Jr. is trustee. Of these 55,181 shares, W.R.
Jackson, Jr. disclaims beneficial ownership of 44,842 shares.
(10) Includes 12,030 shares owned by the spouse of W.R. Jackson, Jr., 89,814
shares held in six trusts in which W.R. Jackson, Jr. and a bank are
co-trustees and 21,082 shares held in a trust in which W.R. Jackson, Jr. is
trustee. Of these 122,926 shares, W.R. Jackson, Jr. disclaims beneficial
ownership of 101,844 shares.
(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) Includes 204 shares owned by the spouse of A.J. Paddock, as to which shares
he disclaims beneficial ownership.
(14) Includes 15,790 shares owned by the spouse of P.J. Townsend, as to which
shares she disclaims beneficial ownership and 21,081 shares held in a trust
in which P.J. Townsend is trustee.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Under rules adopted by the Securities and Exchange Commission, the Company
is required to report certain information about any director, officer,
beneficial owner of more than ten percent of its Common Stock, or any other
person subject to Section 16 of the Securities Exchange Act of 1934 that failed
to file on a timely basis the
11
<PAGE>
reports required by Section 16(a) of the Exchange Act during the last fiscal
year. Based upon information furnished to the Company, it appears that a trust
of which W.R. Jackson is co-trustee sold 60 shares of the Company's Common Stock
on April 20, 1995, and this transaction was reported on June 2, 1995, on the
appropriate ownership report (Form 4) but twenty-three days late.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 9, 1996, 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) 87,245 Sole
3400 Grand Avenue 200,062 Shared
---------
Pittsburgh, PA 15225 287,307 Total 12.36
W.R. Jackson (1, 2) 140,118 Sole
3400 Grand Avenue 97,199 Shared
---------
Pittsburgh, PA 15225 237,317 Total 10.21
Integra Financial Corp. (3) 174,594 Total 7.51
Four PPG Place
Pittsburgh, PA 15222
P.J. Townsend (1, 2) 87,705 Sole
3400 Grand Avenue 62,304 Shared
---------
Pittsburgh, PA 15225 150,009 Tota1 6.46
Dimensional Fund Advisors, Inc. (4) 145,100 Total 6.24
1299 Ocean Avenue
Santa Monica, CA 90401
Heine Securities Corporation (5) 122,100 Total 5.25
51 John F. Kennedy Parkway
Short Hills, NJ 07078
</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 919,061 shares and constitutes
39.6% of the Company's outstanding Common Stock as of February 9, 1996.
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) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 145,100 shares of
Pitt-Des Moines, Inc. stock as of December 31, 1995, 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
12
<PAGE>
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of such shares.
(5) Heine Securities Corporation ("HSC") is an investment advisor registered
under the Investment Advisers Act of 1940. One or more of HSC's advisory
clients is the legal owner of the 122,100 shares of Pitt-Des Moines, Inc.
stock. HSC disclaims beneficial ownership of all shares reported.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee of the Board consists of J.C. Bates (Chairman),
W.R. Jackson, W.E. Lewellen 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).
On February 9, 1996, the ESOP closed on the purchase of a total of 13,700
shares of the Company's Common Stock from the John E. and Sue M. Jackson
Charitable Trust. The amount paid to the Jackson family trusts ($568,550) was
based upon the closing sale price of $41.50 per share reported by the American
Stock Exchange for February 8, 1996, 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. Under this same agreement, Mr. P.O. Elbert sold to the Company, and
the Company purchased, 2,270 shares, at a price per share of $36.75 on November
8, 1995.
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, 1996. 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, 1995 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.
13
<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, 1995 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 1997
Annual Meeting of Stockholders must be received by the Company at its principal
executive office on or before December 2, 1996, 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 2, 1996
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 2, 1996, 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)
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes
as this [X]
AUTHORITY
WITHHELD
1. Election of FOR all (to vote all
Directors for a nominees nominees)
three-year term [ ] [ ]
expiring in 1999.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME.
Nominees: R. W. Dean W. R. Jackson W. E. Lewellen
2. Proposal to ratify FOR AGAINST ABSTAIN
the appointment of [ ] [ ] [ ]
Ernst & Young LLP as
auditors for the
Company for the year
ending December 31,
1996.
3. Upon such other matters as may properly come before the meeting or any
adjournment.
Signature(s) Dated , 1996
----------------------------------------- -------------
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.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
PITT-DES MOINES, INC. ANNUAL MEETING OF STOCKHOLDERS, MAY 2, 1996
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 11, 1996, 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 APRIL 25, 1996. 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 Mellon Shareholder
Services, L.L.C. as Agent to tally the votes.
(Continued and to be dated and signed on reverse side)
- - ------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes
as this [X]
AUTHORITY
WITHHELD
1. Election of FOR all (to vote all
Directors for a nominees nominees)
three-year term [ ] [ ]
expiring in 1999.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME.
Nominees: R. W. Dean W. R. Jackson W. E. Lewellen
2. Proposal to ratify FOR AGAINST ABSTAIN
the appointment of [ ] [ ] [ ]
Ernst & Young LLP as
auditors for the
Company for the year
ending December 31,
1996.
3. Upon such other matters as may properly come before the meeting or any
adjournment.
Signature(s) Dated , 1996
---------------------------------------- -------------
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 Mellon Shareholder Services,
L.L.C. as Agent to tally the votes.
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
