<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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Pitt-Des Moines, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<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 1, 1997, 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 Annual Meeting and the 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, 1997.
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
March 31, 1997
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 1, 1997
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. ("Company") will
be held on Thursday, May 1, 1997, 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 four directors for a three-year term expiring in 2000.
2. To ratify the appointment of auditors to examine the consolidated financial
statements of the Company for the year ending December 31, 1997.
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 10, 1997 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, 1997
Pittsburgh, Pennsylvania
<PAGE>
PITT-DES MOINES, INC.
------------
PROXY STATEMENT
MARCH 31, 1997
------------
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 1, 1997 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, 1997.
Only holders of common stock, no par value ("Common Stock"), of record at
the close of business on March 10, 1997 are entitled to notice of and to vote
at the Annual Meeting. As of that date, the Company had outstanding 2,322,001
shares of Common Stock. Each share of the Common Stock of the Company
outstanding on March 10, 1997 is entitled to one vote at the Annual Meeting.
Note that shares of Common Stock of record at the close of business on March
14, 1997 were split in a three for two ratio and that subsequently a dividend
of $0.275 per share was declared after the effectiveness of the stock split.
Accordingly, although the additional shares resulting from the stock split
will be entitled to receive the dividend, such shares will not be entitled to
vote at the Annual Meeting because they were not held of record on March 10,
1997.
Unless otherwise directed in the accompanying proxy, the persons named
therein will vote FOR the election of the four director nominees listed below
and FOR the proposal to ratify the appointment of Ernst & Young LLP as
auditors for the year ending December 31, 1997. 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.
Four 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 10,
1997 and each share may be voted for each of four director positions to be
filled. The four 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 FOUR DIRECTOR NOMINEES.
BIOGRAPHIES
The following biographical information has been furnished by the respective
nominees and continuing directors.
NOMINEES TO BE ELECTED FOR DIRECTOR WHOSE TERMS EXPIRE IN 2000:
J. C. BATES, AGE 76.
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 66.
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 58.
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 63.
Director since 1995; member of the Employee Benefits Committee.
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.
DIRECTORS WHOSE TERMS EXPIRE IN 1999:
R. W. DEAN, AGE 54.
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 88.
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.
2
<PAGE>
W. E. LEWELLEN, AGE 71.
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 64.
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 88.
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 61.
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.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met four times during 1996. 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 five times during
1996. 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 1996. 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 four times in 1996. 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 two times in 1996. The Employee
Benefits Committee consists of W. R. Jackson (Chairman), P. O. Elbert and J.
W. Robinson.
The Nominating Committee considers and recommends prospective nominees for
election to the Board of Directors; it did not meet in 1996. 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.
3
<PAGE>
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, $21,000 paid in quarterly installments; 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 3, 1997. 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, upon
the attainment of the age of 65 years, 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.
DIRECTORS STOCK PLAN
Under this plan, "Participants" (non-employee directors) are required to
receive shares of the Company's common stock, in lieu of cash, for a portion
of the annual retainer fee unless the Participant is eligible and elects to
receive cash compensation. To be eligible to receive cash compensation, the
fair market value of the Participant's holdings of the Company's common stock
must exceed three times the director's annual retainer fee. Also under this
plan, Participants may elect to receive additional stock in lieu of any
portion of the annual retainer fee. Since inception of this plan, four of the
seven Participants have received stock, as required, in lieu of cash. No
Participants have elected to receive additional stock in lieu of any portion
of the annual retainer fee.
4
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation plans and programs are administered by
the Compensation Committee ("Committee") of the Board of Directors. These
plans and programs are designed to attract, motivate and retain personnel with
a combination of salary and incentives linked to individual performance, the
Company's financial performance and enhanced stockholder value. The Company's
executive compensation program has three components: 1) base salary; 2)
potential for an annual bonus 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. 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 recommendations of the CEO and is based on a combination
of Company 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, 1995 and 1996, as shown in 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 1996, Wm. W. McKee received an option for 15,000 shares at an
exercise price of $41.00, and P. O. Elbert received an option, exercisable
only in the event that the Company is sold under certain conditions, to
purchase 25,000 shares at the price of $42.75 per share as indicated in the
Summary Compensation Table.
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 1996,
it was determined by the Committee to increase the CEO's base salary by
$20,000.
All amounts paid or accrued during 1996 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, 1992 through December 31, 1996 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 INDUSTRY GROUP-INDUSTRIAL, DIVERSIFIED INDEX
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
AMERICAN
Measurement period PITT-DES STOCK
(Fiscal year Covered) MOINES DOW JONES EXCHANGE
- - --------------------- -------- --------- --------
<S> <C> <C> <C>
Measurement PT -
FYE 1991 $100.00 $100.00 $100.00
FYE 1992 $ 89.45 $115.54 $101.37
FYE 1993 $ 67.96 $142.82 $120.44
FYE 1994 $ 81.82 $134.57 $106.39
FYE 1995 $105.11 $170.71 $137.13
FYE 1996 $116.04 $220.70 $144.70
</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, 1992 in each of Pitt-Des Moines, Inc., the American
Stock Exchange Market Value Index and the Dow Jones Industry Group--
Industrial, Diversified Index.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the years ended December 31, 1994, 1995 and
1996, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the CEO and to each of the
executive officers of the Company whose annual compensation exceeds $100,000
("Named Executive Officers") in all capacities in which they serve:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION ALL OTHER
ANNUAL COMPENSATION (1) AWARDS COMPENSATION (4)
----------------------- ------------ ----------------
SALARY BONUS
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)
- - ---------------------------- ----- ----------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Wm. W. McKee 1996 350,000 209,550 15,000(2) 3,750
President & Chief 1995 330,000 330,000 11,000 3,000
Executive Officer 1994 330,000 326,000 -- 4,720
P. O. Elbert 1996 255,000 122,150 25,000(3) 7,322
Chairman of the Board 1995 240,000 192,000 7,500 6,600
1994 240,000 189,700 -- 8,204
R. A. Byers 1996 222,000 79,750 -- 8,190
Vice President Finance 1995 210,000 126,000 7,000 7,462
and Treasurer 1994 206,668 124,500 -- 8,432
T. R. Lloyd 1996 163,000 58,550 -- 7,096
General Counsel and 1995 153,000 91,800 6,000 5,643
Secretary 1994 149,668 90,700 -- 5,495
</TABLE>
- - --------
(1) Amounts shown include cash compensation earned and accrued in the year
indicated.
(2) Option granted under the Company's Stock Option Plan of 1990 at an
exercise price of $41.00 per share.
(3) Option granted under the Company's Stock Option Plan of 1990 to purchase
shares of the Company's common stock at the price of $42.75 per share.
This option may only be exercised in the event the Company is sold under
certain conditions.
(4) Amounts shown in this column for the year ended December 31, 1996 include
Company contributions under the Savings and Investment Plan as follows: P.
O. Elbert--$3,572; R. A. Byers--$4,440; and T. R. Lloyd--$3,346. Also
shown in this column are Company contributions under the Employee Stock
Ownership Plan as follows: Wm. W. McKee - $3,750; P. O. Elbert--$3,750; R.
A. Byers--$3,750; and T. R. Lloyd--$3,750.
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.
7
<PAGE>
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 $30.00 per share, multiplied by 15,000
and 7,500, respectively; and 2) in the event of a change in control of the
Company, a three-year employment agreement. If employment is terminated by the
Company without "cause" or by such employee for "good reason" during this
three-year period, Messrs. Byers and Lloyd also would be entitled to receive
an amount equal to three times the total base salary and bonus paid to them
for their last full fiscal year prior to the change. In addition, upon such
termination, generally all unvested options will immediately vest and become
exercisable.
With respect to Mr. Elbert, please see the Summary Compensation Table.
OPTION GRANTS TABLE AND OPTION EXERCISES AND YEAR-END VALUES TABLE
The following table sets forth information with respect to the Named
Executive Officers, concerning the grants and exercises of options during the
year ended December 31, 1996:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED FOR OPTION TERM (1)
OPTIONS TO EMPLOYEES EXERCISE PRICE EXPIRATION --------------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SHARE) DATE 5%($)(2) 10%($)(3)
- - ---- ----------- --------------- -------------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee 15,000 37.5 41.00 11/06/06 386,700 980,100
P. O. Elbert 25,000 62.5 42.75 5/01/06 672,250 1,703,250
</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 $66.78 and $69.64 per
share for Wm. W. McKee and P. O. Elbert, respectively.
(3) Assumes a fair market value of the Common Stock of $106.34 and $110.88 per
share for Wm. W. McKee and P. O. Elbert, respectively.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR- AT FISCAL YEAR-
END (#) END ($)(1)
------------------------- -------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- ------------- ----------- -------------
Wm. W. McKee 16,500 20,500 155,375 44,625
P. O. Elbert 11,250 28,750 105,938 25,313
R. A. Byers 10,500 3,500 98,875 23,625
T. R. Lloyd 7,000 3,000 63,250 20,250
</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 fifth 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, supplemental 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--$350,000,
16 years; P. O. Elbert--$255,000, 8 years; R. A. Byers--$222,000, 33 years;
and T. R. Lloyd--$163,000, 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 7, 1997 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 1,117 Sole *
R. A. Byers 10,500 Sole (2)
643 Shared (3)
-------
11,143 Total *
R. W. Dean 1,117 Sole *
P. O. Elbert 14,805 Sole (2)
909 Shared (3, 4)
-------
15,714 Total *
W. R. Jackson 136,808 Sole
94,709 Shared (3, 5-7)
-------
231,517 Tota1 9.97
W. R. Jackson, Jr. 88,115 Sole (8)
200,262 Shared (6, 9, 10)
-------
288,377 Total 12.42
W. E. Lewellen 117 Sole
400 Shared (11)
-------
517 Total *
T. R. Lloyd 7,000 Sole (2)
457 Shared (3)
-------
7,457 Total *
Wm. W. McKee 16,500 Sole (2)
728 Shared (3)
-------
17,228 Total *
A. J. Paddock 1,712 Sole
77,340 Shared (6, 10, 12)
-------
79,052 Total 3.40
J. W. Robinson 367 Sole *
P. J. Townsend 84,925 Sole
62,504 Shared (7, 10, 13)
-------
147,429 Tota1 6.35
Directors, Nominees and Executives
Officers as a Group (12 persons) 362,716 Sole (2 & 8)
271,747 Shared (3-7, 9-13)
-------
634,463 Tota1 27.32
</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 7, 1997). 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, 10,500 shares; P. O. Elbert, 11,250
shares; T. R. Lloyd, 7,000 shares; Wm. W. McKee, 16,500 shares and current
directors, nominees for director and executive officers as a group, 45,250
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, 643 shares; P. O.
Elbert, 709 shares; W. R. Jackson, 164 shares; T. R. Lloyd, 457 shares;
Wm. W. McKee, 728 shares; and current directors, nominees for director and
executive officers as a group, 2,701 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 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.
(7) 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.
(8) Includes 16,464 shares held in a custodial account for which W. R.
Jackson, Jr. is custodian for benefit of his child and 55,651 shares held
in two trusts in which W. R. Jackson, Jr. is trustee. Of these 55,651
shares, W. R. Jackson, Jr. disclaims beneficial ownership of 45,312
shares.
(9) Includes 12,230 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 123,126 shares, W. R. Jackson, Jr. disclaims beneficial
ownership of 102,044 shares.
(10) 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.
(11) All such shares are jointly owned with the spouse of W. E. Lewellen.
(12) Includes 204 shares owned by the spouse of A. J. Paddock, as to which
shares he disclaims beneficial ownership.
(13) Includes 15,990 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 reports required by Section 16(a) of the
Exchange Act during the last fiscal year. A Stock Option Agreement granted to
P. O. Elbert on May 2, 1996 to purchase 25,000 shares of the Company's Common
Stock which may
11
<PAGE>
be exercised only in the event the Company is sold was reported on March 14,
1997, on the appropriate ownership report (Form 4). The due date for reporting
was June 10, 1996.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 7, 1997, 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) 88,115 Sole
3400 Grand Avenue 200,262 Shared
----------
Pittsburgh, PA 15225 288,377 Total 12.42
W. R. Jackson (1, 2) 136,808 Sole
3400 Grand Avenue 94,709 Shared
----------
Pittsburgh, PA 15225 231,517 Total 9.97
National City Bank (3) 171,562 Total 7.39
1900 East Ninth Street
Cleveland, OH 44114
Franklin Resources, Inc. (4) 155,000 Total 6.68
777 Mariners Island Boulevard
San Mateo, CA 94404
P. J. Townsend (1, 2) 84,925 Sole
3400 Grand Avenue 62,504 Shared
----------
Pittsburgh, PA 15225 147,429 Total 6.35
Dimensional Fund Advisors, Inc. (5) 145,600 Total 6.27
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 three individuals named above and others)
and the charitable and private trusts of which family members are trustees
sharing voting and/or investment power is 919,071 shares and constitutes
39.6% of the Company's outstanding Common Stock as of February 7, 1997.
Such family members disclaim the existence of any agreement or
understanding to act as a group with respect to such shares.
(3) National City Bank 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. National City Bank disclaims beneficial ownership of all shares
reported.
(4) The 155,000 shares (the "Shares") of Pitt-Des Moines, Inc.'s common stock
are beneficially owned by one or more open or closed-end investment
companies or other managed accounts which are advised by direct or
indirect investment advisory subsidiaries (the "Adviser Subsidiaries") of
Franklin Resources, Inc. ("FRI"), a diversified financial services
organization. Investment advisory agreements between the Adviser
Subsidiaries and their respective advisory clients grant to the Adviser
Subsidiaries all voting and investment power over the Shares. Neither FRI
nor the Adviser Subsidiaries have any interest in dividends or proceeds
from the sale of the Shares and they disclaim beneficial ownership of all
the Shares.
12
<PAGE>
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 145,600 shares of Pitt-
Des Moines, Inc. stock as of December 31, 1996, 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.
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 14, 1997, the ESOP closed on the purchase of a total of 14,572
shares of the Company's Common Stock from the John E. and Sue M. Jackson
Charitable Trust. The amount paid ($602,988) to the Jackson family trust was
based upon the closing sale price of $40.875 per share reported by the
American Stock Exchange for February 13, 1997, 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. Under this
Agreement, Mr. P. O. Elbert sold to the Company, and the Company purchased;
2,100 shares at $40.25 per share, 2,270 shares at $36.75 per share, and 2,075
shares at $33.75 per share on November 11, 1996, November 8, 1995 and November
10, 1994, respectively.
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, 1997.
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, 1996 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, 1996 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 1998
Annual Meeting of Stockholders must be received by the Company at its
principal executive office on or before December 1, 1997, 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 1, 1997
The undersigned appoints W. R. Jackson, P.O. Elbert and Wm. 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 1, 1997, 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
FOR WITHHELD
all (to vote all
nominees nominees)
1. Election of Directors for a three-year term [_] [_]
expiring in 2000.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THAT NOMINEE'S NAME.
Nominees: J. C. Bates P. O. Elbert
Wm. W. McKee J. W. Robinson
2. Proposal to ratify the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as auditors for the [_] [_] [_]
Company for the year ending December 31,
1997.
3. Upon such other matters as may
properly come before the meeting or any
adjournment.
Signature(s) ________________________________________ Dated _____________, 1997
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
IMPORTANT
Shares indicated above represent shares held as of
March 10, 1997 and are entitled to vote at the May 1,
1997 meeting. Shares received as a result of the stock
split and dated March 28, 1997 are not included in the
above shares and therefore are not entitled to vote at
the May 1, 1997 meeting.
<PAGE>
PITT-DES MOINES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 1, 1997
EMPLOYEE STOCK OWNERSHIP PLAN
To: National City Bank of Pennsylvania, 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 10, 1997, 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 24, 1997. 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.
*National City Bank of Pennsylvania, Trustee, has appointed ChaseMellon
Shareholder Services 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
FOR WITHHELD
all (to vote all
nominees nominees)
1. Election of Directors for a three-year term [_] [_]
expiring in 2000.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THAT NOMINEE'S NAME.
Nominees: J. C. Bates P. O. Elbert
Wm. W. McKee J. W. Robinson
2. Proposal to ratify the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as auditors for the [_] [_] [_]
Company for the year ending December 31,
1997.
3. Upon such other matters as may
properly come before the meeting or any
adjournment.
Signature(s) ________________________________________ Dated _____________, 1997
TRUSTEE AUTHORIZATION: I hereby authorize National City Bank of Pennsylvania 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.
*National City Bank of Pennsylvania has appointed ChaseMellon Shareholder
Services as Agent to tally the votes.
- - --------------------------------------------------------------------------------
FOLD AND DETACH HERE
IMPORTANT
Shares indicated above represent shares held as of
March 10, 1997 and are entitled to vote at the May 1,
1997 meeting. Shares received as a result of the stock
split and dated March 28, 1997 are not included in the
above shares and therefore are not entitled to vote at
the May 1, 1997 meeting.
