<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
LOGO
PDM
Pitt-Des Moines, Inc.
10200 Grogan's Mill Road, Suite 300
The Woodlands, Texas 77380
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Thursday, May 7, 1998, at 2:00 p.m., in the Cafeteria Building
adjacent to the Neville Island 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. Also included is a Proxy/Voting Instruction Card and
postage paid return envelope.
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, 1998
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 1998
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. (the "Company")
will be held on Thursday, May 7, 1998, at 2:00 p.m., in the Cafeteria Building
adjacent to the Neville Island Office, 3400 Grand Avenue, Pittsburgh,
Pennsylvania, for the following purposes:
1. To elect three directors for a three-year term expiring in 2001.
2. To ratify the appointment of auditors to examine the consolidated financial
statements of the Company for the year ending December 31, 1998.
3. To consider and act upon a proposal to approve the Pitt-Des Moines, Inc.
Long Term Incentive Stock Plan of 1997.
4. 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 16, 1998 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, 1998
Pittsburgh, Pennsylvania
<PAGE>
PITT-DES MOINES, INC.
------------
PROXY STATEMENT
MARCH 31, 1998
------------
This proxy statement is being furnished to the stockholders of Pitt-Des
Moines, Inc. (the "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 7, 1998 and any adjournment thereof (the
"Annual Meeting"). The address of the principal executive offices of the
Company is 10200 Grogan's Mill Road, Suite 300, The Woodlands, Texas 77380.
This proxy statement and enclosed proxy are first being mailed to stockholders
on or about March 31, 1998.
Only holders of common stock, no par value (the "Common Stock"), of record
at the close of business on March 16, 1998 are entitled to notice of and to
vote at the Annual Meeting. As of that date, the Company had outstanding
3,524,687 shares of Common Stock. Each share of the Common Stock of the
Company outstanding on March 16, 1998 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, FOR the proposal to ratify the appointment of Ernst & Young LLP as
auditors for the year ending December 31, 1998 and FOR the proposal to approve
the Pitt-Des Moines, Inc. Long Term Incentive Stock Plan of 1997. As to any
other business which may properly come before the Annual Meeting, the persons
named in the accompanying proxy 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 eleven.
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 16,
1998 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.
<PAGE>
UNLESS AUTHORITY IS WITHHELD, ALL PROXIES EXECUTED AND RETURNED WILL BE
VOTED IN FAVOR OF THE FOLLOWING THREE 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 2001:
W. R. JACKSON, JR., AGE 65.
Director since 1982; member of the Nominating Committee.
Consultant and private investor; and formerly President and Treasurer of the
Company from 1983 to 1987. Mr. Jackson, Jr. is also a director of American
Architectural Products Corporation since 1997.
A. J. PADDOCK, AGE 89.
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 62.
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 2000:
J. C. BATES, AGE 77.
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 67.
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 59.
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.
2
<PAGE>
J. W. ROBINSON, AGE 64.
Director since 1995; member of the Employee Benefits and Nominating
Committees.
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:
V. G. BEGHINI, AGE 63
Director since 1997
Currently Vice Chairman-Marathon Group of USX Corporation and President of
Marathon Oil Company. Mr. Beghini is a member of the Board of Directors of
Baker Hughes, Inc. and the American Petroleum Institute as well as past
Chairman of the Natural Gas Supply Association and a member of the Board of
Directors of Spindletop International.
R. W. DEAN, AGE 55.
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 89.
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 72.
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.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met four times during 1997. The Board has five standing
committees: the Executive Committee, the Audit Committee, the Compensation
Committee, the Employee Benefits Committee and the Nominating Committee.
The Executive Committee generally supervises the management of the affairs
of the Company when the Board is not in session; it met seven times during
1997. 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 1997. 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 nine times in 1997. The
Compensation Committee consists of J. C. Bates (Chairman), W. R. Jackson, W.
E. Lewellen and R. W. Dean.
3
<PAGE>
The Employee Benefits Committee is responsible for the administration of
employee welfare and benefits programs; it met three times in 1997. 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 met once in 1997. The Nominating
Committee consists of A. J. Paddock (Chairman), W. R. Jackson, Jr., R. W.
Dean, and J. W. Robinson.
Each of the Directors attended at least 75 percent of the aggregate number
of meetings of the Board and Committees of the Board on which he or she
served.
Eight of the eleven 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 2, 1998. 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, non-employee directors ("Participants") 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
4
<PAGE>
Participant's holdings of Common Stock must exceed three times the director's
annual retainer fee. Also under this plan, Participants may elect to receive
additional Common Stock in lieu of any portion of the annual retainer fee.
Since inception of this plan, as of February 9, 1998, four of the eight
Participants have received stock, as required, in lieu of cash and one
Participant has elected to receive stock in lieu of all of that Participant's
annual retainer fee.
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
current 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").
A fourth component would be added to the executive compensation program with
the adoption of Proposal 3, the Pitt-Des Moines, Inc. Long Term Incentive
Stock Plan of 1997 (the "Long Term Incentive Plan"). The MIP, SOP, and the
proposed Long Term Incentive Plan all 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
(the "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, 1995, 1996 and 1997, 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. In 1997, no stock options were granted to any executive officer under
the SOP.
During the course of each year, the Committee meets with the CEO to review
his recommendations on the changes, if any, in the base salary of each
executive officer other than the CEO. Based on the Committee's judgment and
knowledge of salary practices, national surveys and an individual's
performance and contribution to the Company, the Committee modifies or
approves the CEO's recommendations. In addition the Chairman and the CEO each
establish performance goals concerning ethics, strategic planning, management
succession, product development, cost containment, Company profitability and
overall leadership. At least annually the Committee meets individually with
the Chairman and the CEO in order to evaluate their base salary and
performance in light of the above-described factors and goals. The Committee
also 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
1997, the Committee decided to increase the CEO's annual base salary by
$30,000.
All amounts paid or accrued during 1997 under the above described plans and
programs are included in the tables that 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, 1993 through December 31, 1997 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
[GRAPH GOES HERE]
1992 1993 1994 1995 1996 1997
- --------------------------------------------------------------------------------
Pitt-Des Moines, Inc. 100.00 75.97 91.47 117.51 129.73 178.23
Dow Jones Industry
Industrial, Diversified Index 100.00 124.53 118.11 147.79 188.80 235.90
American Stock
Exchange Market Value Index 100.00 118.81 104.95 135.28 142.74 171.76
- --------------------------------------------------------------------------------
- -------
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, 1993 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, 1995, 1996 and
1997, 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 $100,000
("Named Executive Officers") in all capacities in which they serve:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION ALL OTHER
ANNUAL COMPENSATION (1) AWARDS COMPENSATION (6)
----------------------- ----------------------- ----------------
RESTRICTED SECURITIES
STOCK UNDERLYING
NAME AND PRINCIPAL SALARY BONUS AWARDS OPTIONS
POSITION YEAR ($) ($) ($) (#) ($)
- ------------------ ---- ----------------------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee 1997 353,754 295,100 878,125(2) 100,000(3) 6,904
President and Chief 1996 350,000 209,550 -- 22,500(4) 3,750
Executive Officer 1995 330,000 330,000 -- 16,500(4) 3,000
P. O. Elbert 1997 256,875 171,400 351,250(2) 50,000(3) 8,152
Chairman of the Board 1996 255,000 122,150 -- 37,500(5) 7,322
1995 240,000 192,000 -- 11,250(4) 6,600
R. A. Byers 1997 223,625 111,900 210,750(2) 29,000(3) 8,467
Vice President Finance, 1996 222,000 79,750 -- -- 8,190
and Treasurer 1995 210,000 126,000 -- 10,500(4) 7,462
T. R. Lloyd 1997 164,250 82,200 210,750(2) 29,000(3) 7,524
General Counsel and 1996 163,000 58,550 -- -- 7,096
Secretary 1995 153,000 91,800 -- 9,000(4) 5,643
</TABLE>
- --------
(1) Amounts shown include cash compensation earned and accrued in the year
indicated.
(2) The amount reported in the table represents the market value at the date
of grant of restricted stock awards made under the Company's Long Term
Incentive Stock Plan of 1997, without giving effect to the diminution in
value attributable to the restrictions on such stock. The restricted stock
awards will be effective as of November 6, 1997 if the stockholders of the
Company approve the Long Term Incentive Stock Plan on or before October
31, 1998. The shares of restricted stock awarded vest at 20% per year and
vest only if the Company achieves a certain level of annual net income in
the five year period ending December 31, 2002. As of December 31, 1997,
the Named Executive Officers as a group held 47,000 shares of restricted
stock of the Company, which were individually held as follows: Wm. W.
McKee 25,000 shares; P. O. Elbert 10,000 shares; R. A. Byers 6,000 shares;
and T. R. Lloyd 6,000 shares. The values in the table reflect the value of
all shares of restricted stock held by each Named Executive Officer as of
December 31, 1997. Except as otherwise provided by the Compensation
Committee, holders of shares of restricted stock have the right to receive
dividends with respect to such shares of restricted stock.
(3) Options granted under the Company's Long Term Incentive Stock Plan of 1997
with an exercise price of $35.125, which will be effective as of November
6, 1997, if the stockholders of the Company approve the Long Term
Incentive Stock Plan of 1997 on or before October 31, 1998.
(4) Options granted under the Company's Stock Option Plan of 1990 at an
exercise price of $27.33 per share and $23.17 per share for the years 1996
and 1995, respectively.
(5) Options granted under the Company's Stock Option Plan of 1990 with an
exercise price of $28.50 per share. These options may only be exercised in
the event the Company is sold under certain conditions.
(6) Amounts shown in this column for the year ended December 31, 1997 include
Company contributions under the Savings and Investment Plan as follows:
Wm. W. McKee--$3,154; P. O. Elbert--$4,402; R. A. Byers--$4,717; and T. R.
Lloyd--$3,774. 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.
7
<PAGE>
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 of Common Stock (based
upon 3,671,367 outstanding shares) and $20.00 per share, multiplied by 75,000;
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 each
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 of
Common Stock (based upon 3,671,367 outstanding shares) and $20.00 per share,
multiplied by 22,500 and 11,250, respectively; and 2) in the event of a change
in control of the Company, a three-year employment agreement. If employment is
terminated by the Company without "cause" or by such employee for "good
reason" during this three-year period, Messrs. Byers and Lloyd also would be
entitled to receive an amount equal to three times the total base salary and
bonus paid to them for their last full fiscal year prior to the change. In
addition, upon such termination, generally all unvested options will
immediately vest and become exercisable.
With respect to Mr. Elbert, please see the Summary Compensation Table.
OPTION GRANTS TABLE AND OPTION EXERCISES AND YEAR-END VALUES TABLE
The following table sets forth information with respect to the Named
Executive Officers, concerning the grants and exercises of options during the
year ended December 31, 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE
AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED FOR OPTION TERM (1)
OPTIONS TO EMPLOYEES EXERCISE PRICE EXPIRATION -------------------------
NAME GRANTED (4)(#) IN FISCAL YEAR ($/SHARE) DATE 5%($)(2) 10%($)(3)
- ---- -------------- -------------- -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee 100,000 28.3 $35.125 12/31/02 $2,207,000 $5,596,000
P. O. Elbert 50,000 14.2 35.125 12/31/02 1,103,500 2,798,000
R. A. Byers 29,000 8.2 35.125 12/31/02 640,040 1,622,840
T. R. Lloyd 29,000 8.2 35.125 12/31/02 640,030 1,622,840
</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 $57.195.
(3) Assumes a fair market value of the Common Stock of $91.085.
(4) All option grants reflected in the chart will be effective as of November
6, 1997, subject to stockholder approval of the Long Term Incentive Stock
Plan of 1997 on or before October 31, 1998.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
------------------------- -------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Wm. W. McKee 34,500 121,000 489,165 377,480
P. O. Elbert 19,688 90,312 297,401 428,812
R. A. Byers 18,375 31,625 277,568 82,773
T. R. Lloyd 12,750 31,250 189,165 77,680
</TABLE>
- --------
(1) Market value of underlying securities at year-end, minus the exercise or
base price.
PENSION PLANS
The range of estimated annual retirement benefits payable to participants in
the Company pension plan for salaried employees who retire at their normal
retirement dates (the later of age 65 or the 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 28,173 37,564 46,955 56,346 65,737
200,000 32,298 43,064 53,830 64,596 75,362
225,000 36,423 48,564 60,705 72,846 84,987
250,000 40,548 54,064 67,580 81,096 94,612
300,000 48,798 65,064 81,330 97,596 113,862
400,000 65,298 87,064 108,830 130,596 152,362
</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--$353,754,
16 years; P. O. Elbert--$256,875, 8 years; R. A. Byers--$223,625, 33 years;
and T. R. Lloyd-- $164,250, 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, 1998 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 1,860 Sole *
V. G. Beghini 1,000 Shared (16) *
R. A. Byers 18,375 Sole (2)
1,073 Shared (3)
---------
19,448 Total *
R. W. Dean 1,860 Sole *
P. O. Elbert 22,550 Sole (2)
1,472 Shared (3, 4)
---------
24,022 Total *
W. R. Jackson 214,392 Sole (5)
122,970 Shared (3, 6-8)
---------
337,362 Total 9.62
W. R. Jackson, Jr. 133,012 Sole (9)
300,593 Shared (7, 10, 11)
---------
433,605 Total 12.37
W. E. Lewellen 360 Sole
600 Shared (12)
---------
960 Total *
T. R. Lloyd 12,750 Sole (2)
794 Shared (3)
---------
13,544 Total *
Wm. W. McKee 36,000 Sole (2)
1,201 Shared (3)
---------
37,201 Total 1.06
A. J. Paddock 2,568 Sole
116,010 Shared (7, 11, 13)
---------
118,578 Total 3.38
J. W. Robinson 735 Sole *
P. J. Townsend 123,427 Sole
138,186 Shared (8, 11,14, 15)
---------
261,613 Total 7.46
Directors, Nominees and Executives 567,889 Sole (2 & 9)
Officers as a Group (13 persons) 438,592 Shared (3-4, 6-8, 10-16)
---------
1,006,481 Total 28.67
</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, 1998). 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, 18,375 shares; P. O. Elbert,
19,688 shares; T. R. Lloyd, 12,750 shares; Wm. W. McKee, 34,500 shares
and current directors, nominees for director and executive officers as a
group, 85,313 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, 1,073 shares; P.
O. Elbert, 1,172 shares; W. R. Jackson, 254 shares; T. R. Lloyd, 794
shares; Wm. W. McKee, 1,201 shares; and current directors, nominees for
director and executive officers as a group, 4,494 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 300 shares owned by the spouse of P. O. Elbert, as to which
shares he disclaims beneficial ownership.
(5) Includes 15,300 shares held in a trust in which W. R. Jackson is trustee.
(6) Includes 13,163 shares held in three trusts in which W. R. Jackson is
trustee, and 200 shares owned by the spouse of W. R. Jackson as to which
shares he disclaims beneficial ownership.
(7) Includes 95,454 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 13,899 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 24,996 shares held in a custodial account for which W. R.
Jackson, Jr. is custodian for benefit of his child and 84,016 shares held
in two trusts in which W. R. Jackson, Jr. is trustee.
(10) Includes 18,545 shares owned by the spouse of W. R. Jackson, Jr., 134,721
shares held in six trusts in which W. R. Jackson, Jr. and a bank are co-
trustees and 31,623 shares held in a trust in which W. R. Jackson, Jr. is
trustee. Of these 184,889 shares, W. R. Jackson, Jr. disclaims beneficial
ownership of 153,266 shares.
(11) Includes 20,250 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 306 shares owned by the spouse of A. J. Paddock, as to which
shares he disclaims beneficial ownership.
(14) Includes 24,185 shares owned by the spouse of P. J. Townsend, as to which
shares she disclaims beneficial ownership and 31,621 shares held in a
trust in which P. J. Townsend is trustee.
(15) Includes 48,231 shares held in a trust in which P. J. Townsend is co-
trustee, as to which shares she disclaims beneficial ownership.
(16) Includes 1,000 shares owned by the spouse of V. G. Beghini, as to which
shares he disclaims beneficial ownership.
11
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 9, 1998, 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) 133,012 Sole
3400 Grand Avenue 300,593 Shared
Pittsburgh, PA 15225 -----------
433,605 Total 12.37
W. R. Jackson (1, 2) 214,392 Sole
3400 Grand Avenue 122,970 Shared
Pittsburgh, PA 15225 -----------
337,362 Total 9.62
P. J. Townsend (1, 2) 123,427 Sole
3400 Grand Avenue 138,186 Shared
Pittsburgh, PA 15225 -----------
261,613 Total 7.46
National City Bank (3) 251,507 Total 7.17
1900 East Ninth Street
Cleveland, OH 44114
Dimensional Fund Advisors, Inc. (4) 228,300 Total 6.51
1299 Ocean Avenue
Santa Monica, CA 90401
Franklin Resources, Inc. (5) 222,500 Total 6.35
777 Mariners Island Boulevard
San Mateo, CA 94404
</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 1,422,840 shares and constitutes
40.6% of the Company's outstanding Common Stock as of February 9, 1998.
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) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 228,300 shares of Pitt-
Des Moines, Inc. stock as of December 31, 1997, 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 the DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, for all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of such
shares.
(5) The 222,500 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>
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, in which
capacity he participates in compensation decisions affecting Executive
Officers (except and to the extent of compensation decisions affecting
himself).
On February 23, 1998, the ESOP closed on the purchase of a total of 16,742
shares of the Company's Common Stock from the John E. and Sue M. Jackson
Charitable Trust. The amount paid ($632,011) to the Jackson family trust was
based upon the closing sale price of $37.75 per share reported by the American
Stock Exchange for February 19, 1998, the date of the purchase agreement.
On September 21, 1993, the Company entered into an Investment Letter and
Registration Rights Agreement (the "Agreement") with Mr. P. O. Elbert (the
"Stockholder"). Pursuant to the Agreement, the Company agreed to purchase and
the Stockholder agrees to sell up to 15,000 shares of Common Stock, 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;
2,470 shares at $34.25 per share, 3,150 shares at $26.83 per share, 3,405
shares at $24.50 per share, and 3,113 shares at $22.50 per share on November
17, 1997, 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, 1998.
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, 1997 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.
APPROVAL OF PITT-DES MOINES, INC. LONG TERM
INCENTIVE STOCK PLAN OF 1997
PROPOSAL 3
The Board has adopted, subject to approval by the stockholders of the
Company, a stock incentive plan entitled the Pitt-Des Moines, Inc. Long Term
Incentive Stock Plan of 1997 (the "Plan"), the full text of which is set forth
in Exhibit A hereto. The Plan will become effective as of November 6, 1997, if
approved by the stockholders of the Company on or before October 31, 1998.
The Plan is intended to constitute a key element of the Company's incentive
program which is designed to attract, retain and motivate key employees of the
Company and to align key employee and stockholder interests. The Board
proposes that the stockholders approve the Plan which makes available 700,000
shares of Common Stock for the granting of options or the awarding of
restricted stock.
13
<PAGE>
The Plan allows only grants of stock options and awards of restricted stock.
The number of shares of Common Stock (underlying the options or in the form of
restricted stock) which may be issued under the Plan may not exceed 700,000
shares of Common Stock. The foregoing amount is subject to customary anti-
dilution provisions for stock splits, stock dividends and other capital
changes. The Plan is administered by the Compensation Committee of the Board
(the "Committee"), no member of which is eligible to participate in the Plan.
Those employees eligible to participate are officers or key employees of the
Company or its subsidiaries. Currently, there are nine Plan participants. The
Committee has sole discretion to determine from among eligible employees those
to whom, and the time or times at which, grants or awards will be made, the
number of shares of Common Stock subject to each grant or award and the period
for the exercise of options. The Plan will be deemed approved by the
stockholders of the Company upon the affirmative vote of a majority of the
votes cast at the Annual Meeting.
The Committee's initial grants and awards under the Plan were made using the
mean of high-low values for trades of the Company Common Stock on November 5,
1997 reported by The American Stock Exchange. This was $35.125 per share.
Grants or awards must be made within ten years from the effective date of the
Plan and each option must be exercised, if at all, within ten years from the
date of grant. The change of control provisions of the Plan result in
accelerated vesting of all outstanding unvested options and awards. The market
value of Common Stock as of February 28, 1998 was $38.875 per share.
The Plan may be amended in its entirety from time to time by the Board of
Directors to the extent permitted by law, rule, regulation or the requirements
of any exchange or market on which shares of the Company's Common Stock are
listed or traded.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
LONG TERM INCENTIVE STOCK PLAN OF 1997
----------------------------------------------------
RESTRICTED STOCK(1)
-------------------------------- STOCK OPTIONS
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF UNITS NUMBER OF UNITS (2)
- ----------------- ---------------- --------------- -------------------
<S> <C> <C> <C>
Wm. W. McKee 878,125 25,000 100,000
President and Chief
Executive Officer
P. O. Elbert 351,250 10,000 50,000
Chairman of the Board
R. A. Byers 210,750 6,000 29,000
Vice President Finance,
and Treasurer
T. R. Lloyd 210,750 6,000 29,000
General Counsel and
Secretary
All Executive Officers as
a Group 1,650,875 47,000 208,000
All Non-Executive
Directors as a Group -- -- --
All Non-Executive Officer
Employees as a Group 1,053,750 30,000 145,000
</TABLE>
- --------
(1) The numbers reflected in the Table reflect grants of restricted stock
under the Plan, which will become effective as of November 6, 1997 if the
Plan is approved by the stockholders of the Company on or before
October 31, 1998.
(2) The Table reflects options granted under the Plan with an exercise price
of $35.125, which will become effective as of November 6, 1997 if the Plan
is approved by the stockholders of the Company on or before October 31,
1998.
14
<PAGE>
STOCK OPTIONS
Under the Plan, the Committee may grant non-qualified options to purchase
shares of Common Stock from the Company. Subject to the overall Plan
limitations discussed above, the Plan confers discretion on the Committee to
determine the number and exercise price of the shares subject to a granted
stock option, the term of each option and the time or times during its term
when the option becomes exercisable. The exercise price for any stock option
may not be less than the fair market value of the shares of Common Stock
underlying the option at the time of the grant of the option.
The option exercise price may be paid in cash or by delivery of shares of
Common Stock valued at their fair market value at the time of exercise or any
combination of cash and Common Stock.
Each option will be exercisable within such periods as determined by the
Committee in its sole discretion at the time of grant. Under the Plan, each
holder agrees to remain in the employ of the Company or its subsidiaries for
one year from the date of grant, except in the case of death, retirement or
disability as described below. No option will be transferable other than by
qualified domestic relations order or by will or the laws of descent and
distribution. In the event of the termination of a Plan participant's
employment, other than by death, retirement or disability, the holder of
options will have ninety days after such termination within which to exercise
his or her option to the extent it was exercisable at the date of such
termination. Upon termination of a Plan participant's employment by reason of
early retirement, death or permanent and total disability, the holder's option
remains exercisable for one year thereafter to the extent it was exercisable
on the date of such termination. If a Plan participant takes deferred
retirement or normal retirement, his or her options may be exercised within
three years after such termination to the extent exercisable on the date of
such termination. See the Summary Compensation Table on page 7 for stock
options awarded to the Named Executive Officers pursuant to the Plan.
RESTRICTED STOCK
Under the Plan, the Company may award shares of restricted stock to eligible
employees, which prior to vesting, are subject to restrictions on sale or
other transfer. The specific nature of any vesting contingencies and any other
restrictions on shares of restricted stock will be determined by the Committee
at the time of grant. Subject to restrictions and requirements of the Plan and
except as otherwise provided by the Committee, a participant receiving an
award of restricted stock shall have all of the rights of a stockholder as to
those shares. The Committee is authorized to establish award levels and to
determine the number of shares which may be annually awarded to Plan
participants within the Plan limitations discussed above.
FEDERAL INCOME TAX CONSEQUENCES
Under existing federal income tax laws, an employee who receives a stock
option or shares of restricted stock under the Plan which are subject to
restrictions which create a "substantial risk of forfeiture" (within the
meaning of Section 83 of the Internal Revenue Code) will not normally realize
any income with respect to the stock option or restricted stock, nor will the
Company be allowed to take a corresponding deduction for federal income tax
purposes, in the year of the grant or award.
When a non-qualified stock option granted pursuant to the Plan is exercised,
the option-holder will realize ordinary income measured by the difference
between the aggregate exercise price of the shares of Common Stock underlying
the option which is exercised, and the aggregate fair market value of such
shares of Common Stock on the exercise date. The Company will be entitled to
take a federal income tax deduction equal to the amount the employee is
required to treat as ordinary income.
An employee who receives restricted stock subject to restrictions which
create a "substantial risk of forfeiture" (within the meaning of Section 83 of
the Internal Revenue Code) will normally realize taxable income on the date
the shares of restricted stock become transferable or are no longer subject to
substantial risk of forfeiture. The amount of such taxable income will be
equal to the amount by which the fair market value of the shares of Common
Stock on the date such restrictions lapse (or any earlier date on which the
shares become transferable) exceeds their purchase price, if any. An employee
may elect, however, to include in income in the
15
<PAGE>
year of grant the excess of the fair market value of the shares of Common
Stock (without regard to any restrictions) on the date of grant over their
purchase price, if any.
Upon accelerated exercisability of options and accelerated lapsing of
restrictions on restricted stock in connection with a change of control of the
Company, certain amounts associated with such awards could, depending upon the
individual circumstances of the recipient participant, constitute "excess
parachute payments" under the golden parachute provisions of the Internal
Revenue Code. Pursuant to these provisions a participant will be subject to a
20% excise tax on any excess parachute payment and the Company will be denied
any deduction with respect to such excess parachute payment. The limit on the
deductibility of compensation under Section 162(m) of the Internal Revenue
Code is also reduced by the amount of any excess parachute payments. Whether
amounts constitute excess parachute payments depends upon, among other things,
the value of the awards accelerated and the past compensation of the
participant.
The Company intends that all taxable compensation earned by an employee in
the form of stock options or shares of restricted stock under the Plan
constitute qualified "performance-based compensation." Therefore, the Company
should be entitled to a deduction for compensation paid in the same amount as
income is realized by the employee without any reduction under the limitations
on the deductibility of compensation paid to certain named executive officers
which are set forth in Section 162(m) of the Internal Revenue Code.
MANAGEMENT RECOMMENDATION
By affording key management employees of the Company and its subsidiaries an
opportunity to acquire or increase their proprietary interest in the Company
and by thus encouraging such employees to become owners of the Company's
Common Stock, the Company seeks to motivate, retain and attract those highly
competent individuals upon whose judgment, initiative, leadership and
continued efforts the success of the Company in large measure depends. For
this reason, the management of the Company recommends that the Company's
stockholders vote FOR approval of the Plan.
The foregoing summary of the Plan is qualified in its entirety by reference
to the full text of the Plan set forth in Exhibit A.
PROXIES SOLICITED HEREBY WILL BE VOTED FOR THE PROPOSAL UNLESS A VOTE
AGAINST THE PROPOSAL OR ABSTENTION IS SPECIFICALLY INDICATED.
OTHER MATTERS
The Directors of the Company are not aware of any other matters that 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 in accordance with their respective
proxy.
16
<PAGE>
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, 1997 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 1999
Annual Meeting of Stockholders must be received by the Company at its
principal executive office on or before December 1, 1998, 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.
17
<PAGE>
EXHIBIT A
PITT-DES MOINES, INC.
LONG TERM INCENTIVE
STOCK PLAN OF 1997
Section 1. Purpose. This plan is to be known as the Pitt-Des Moines, Inc.
Long Term Incentive Stock Plan of 1997 (the "Plan"). The purpose of the Plan
is to promote the long-term growth and profitability of Pitt-Des Moines, Inc.
(the "Company") and its Subsidiaries by: (a) providing certain officers and
key employees of the Company and its Subsidiaries with incentives to maximize
stockholder value and otherwise contribute to the success of the Company; and
(b) enabling the Company to attract, retain and reward the best available
persons for positions of substantial responsibility. Grants of nonqualified
stock options and restricted stock may be made under the Plan.
Section 2. Administration. The Plan is to be administered by a committee
(hereinafter the "Committee") of not less than three directors of the Company
who will be appointed by, and serve at the pleasure of, the Board of
Directors. A majority of the Committee constitutes a quorum and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee, are deemed to be
acts of the Committee. Subject to the provisions of the Plan and to policies
determined by the Board of Directors, the Committee is authorized to interpret
the Plan, adopt rules and regulations and to take any action it deems proper
in the administration of the Plan.
Section 3. Shares Available for the Plan. Subject to adjustments as provided
in Section 10, an aggregate of 700,000 shares of the Company's common stock
("Shares") may be issued pursuant to the Plan. Shares may be in whole or in
part authorized and unissued, or Shares which have been reacquired by the
Company and Shares held as treasury shares. If any grant under the Plan
expires or terminates unexercised, becomes unexercisable or is forfeited as to
any Shares, such unpurchased or forfeited Shares shall be available for
further grants under the Plan. There shall also be added to the Shares
available for grant under the Plan any Shares delivered to or withheld by the
Company in payment of the exercise price or for taxes, and any Shares acquired
in the open market specifically for use in the Plan.
Section 4. Participation. Participation in the Plan shall be limited to
those officers and key employees of the Company and its Subsidiaries as may be
selected by the Committee. Nothing in the Plan or in any grant thereunder
shall confer any right on a participant to continue in the employ of the
Company.
Section 5. Nonqualified Stock Options. The Committee may from time to time
grant to eligible participants Nonqualified Stock Options. The options granted
shall take such form as the Committee shall determine, subject to the
following terms and conditions.
(a) Price. The price per Share deliverable upon the exercise of each option
("Exercise Price") shall be the Fair Market Value of a Share on the
relevant date as determined by the Committee.
(b) Payment.
(i) Options may be exercised, in whole or in part, upon payment of the
Exercise Price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made: (A) in cash;
(B) by delivery of outstanding Shares with a Fair Market Value on
the date of exercise equal to the aggregate exercise price payable
with respect to the option(s) being exercised; (C) by delivering to
the Company a notice of exercise along with irrevocable
instructions to a broker, registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and reasonably
acceptable to the Company, to sell a sufficient number of Shares to
pay the Exercise Price of the Shares acquired and to remit the
proceeds directly to the Company; (D) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise
<PAGE>
of the options which, when multiplied by the Fair Market Value of a
Share on the date of exercise, is equal to the aggregate Exercise
Price payable with respect to the options so exercised; or (E) by
any combination of the foregoing.
(ii) In the event an optionee elects to pay the Exercise Price payable
with respect to an option pursuant to clause (i)(B) above: only a
whole number of Share(s) may be tendered in payment; and such
grantee must present evidence acceptable to the Company that he or
she has owned such Shares so tendered, and that such tendered
Shares have not been subject to any substantial risk of forfeiture
for at least six months prior to the date of exercise. Delivery
may be made either by physical delivery of the certificate(s) for
all such Shares tendered, accompanied by duly executed instruments
of transfer in form acceptable to the Company, or by direction to
the grantee's broker to transfer such shares to a brokerage
account specified by the Company. When payment of the Exercise
Price is made by delivery of Shares, the difference, if any,
between the aggregate Exercise Price payable with respect to the
option(s) being exercised and the Fair Market Value of the
Share(s) tendered (plus any applicable taxes) shall be paid in
cash. No optionee may tender Shares having a Fair Market Value
exceeding the aggregate Exercise Price (plus any applicable taxes)
payable with respect to the option being exercised.
(iii) In the event an optionee elects to pay the Exercise Price payable
pursuant to clause (i)(D) above: only a whole number of Share(s)
may be withheld; and optionee must present evidence acceptable to
the Company that he or she has owned a number of Shares at least
equal to the number of Shares to be withheld, and that such
Shares have not been subject to any substantial risk of
forfeiture for at least six months prior to the date of exercise.
When payment of the Exercise Price is made by withholding of
Shares, the difference, if any, between the aggregate Exercise
Price payable with respect to the option being exercised and the
Fair Market Value of the Share(s) withheld in payment (plus any
applicable taxes) shall be paid in cash. No optionee may
authorize the withholding of Shares having a Fair Market Value
exceeding the aggregate Exercise Price (plus any applicable
taxes) payable with respect to the option being exercised. Any
withheld Shares shall no longer be issuable under any option.
(iv) In the event of a Change in Control, in lieu of any payment
election pursuant to clause (i) above, an optionee shall have the
right, upon exercise, to surrender the right to receive that
number of Shares which are subject to the option being exercised,
in exchange for the Company's payment in cash of the difference
between the Fair Market Value of the Shares so surrendered on the
date the option is exercised and the Exercise Price, less any
withholding elected or required pursuant to Section 13 of the
Plan.
(c) Terms of Options. The term during which each option may be exercised
shall be determined by the Committee, but in no event shall an option
be exercisable in whole or in part more than ten years from the date it
is granted. All rights to purchase Shares pursuant to an option shall,
unless sooner terminated, expire at the date designed by the Committee.
The Committee shall determine the date on which each option shall
become exercisable and may provide that an option shall become
exercisable in installments.
Section 6. Exercise and Conditions of Options.
(a) During the lifetime of the optionee, options under the Plan may be
exercised only by the optionee, by his or her guardian or legal
representative or pursuant to a valid and enforceable qualified
domestic relations order. Options shall not be transferrable otherwise
than by will or by the laws of descent and distribution, except that
the Committee may permit transfer upon the optionee's death to
beneficiaries designated by the optionee in a form and manner
authorized by the Company, provided that the Company determines that
such exercise and such transfer are consonant with any requirements for
exemption from Section 16(b) of the Exchange Act, the Securities Act of
1933 as amended (the "Securities Act") and any other applicable law.
A-2
<PAGE>
(b) An option may be exercised within such period or periods or on such
specific date or dates as may be determined by the Committee and set
forth in the stock option agreement provided that:
(i) if the optionee ceases to be employed by the Company or any of its
Subsidiaries for any reason other than Deferred Retirement, Normal
Retirement, Early Retirement, death or disability, the option may
be exercised only within ninety (90) days after the termination of
the optionee's employment, unless such termination is for Cause as
defined in Section 15 hereof or constitutes a breach by the
employee of his or her obligation to remain in the employ of the
Company or a Subsidiary, in which case the option shall terminate
immediately upon such termination;
(ii) if the optionee dies or becomes disabled, the option may be
exercised within one (1) year from the date of death or
disability;
(iii) if the optionee takes Early Retirement, the option may be
exercised within one (1) year from the optionee's Early
Retirement Date; and
(iv) if the optionee takes Deferred Retirement or Normal Retirement,
the option may be exercised within three (3) years from the
optionee's Deferred Retirement Date or Normal Retirement Date, as
applicable.
(c) In the event there is a Change in Control of the Company, all of a
participant's options previously granted under the Plan shall vest and
become immediately exercisable effective upon the date of such Change
in Control.
(d) Options may be exercised only by written request to the Secretary of
the Company at the principal office of the Company, prior to the
expiration of the option, accompanied by payment as described in
Section 5(b) above. The certificate for the Shares purchased by such
exercise shall be issued and delivered to the person entitled thereto
at the principal office of the Company.
(e) In consideration for the granting of each option, the optionee shall
agree to remain in the employ of the Company or any of its
Subsidiaries, at the pleasure of the Company or such Subsidiaries, for
at least one year from the date of grant of such option at his or her
salary rate in effect at the time of the grant of the option or at such
increased rate as may be fixed from time to time by the Company or its
Subsidiaries. At the discretion of the Committee, this requirement may
be waived in the case of any optionee who during the said one-year
period enters the active services of the military forces of the United
States or other United States government service connected with
national defense activities.
Section 7. Restricted Stock. The Committee may at any time and from time to
time grant Shares of restricted stock under the Plan to such participants and
in such amounts as it determines. Each grant of restricted stock shall specify
the applicable restrictions on such Shares, the duration of such restrictions
and the time or times at which such restrictions shall lapse with respect to
all or a specified number of Shares that are part of the grant, provided,
however, that in no event shall any grant of restricted stock vest more than
ten years from the date of its issuance. The participant will not be required
to pay the Company any consideration upon the initial issuance of any Shares
of restricted stock under the Plan. The Shares will be held by the Company on
the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions. Except as
otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Shares, including but
not limited to the rights to receive dividends (or amounts equivalent to
dividends) and to vote. Any stock received as a dividend or distribution with
respect to a participant's restricted stock shall be subject to the same
restrictions as then in effect for the restricted stock.
Section 8. Vesting and Conditions of Grants and Company's Repurchases of
Restricted Stock.
(a) During the lifetime of the grantee of restricted stock under the Plan,
Shares so granted shall vest in accordance with the terms of any grant
pursuant to Section 7 and, prior to vesting, such Shares shall not be
transferable.
A-3
<PAGE>
(b) If a participant holds restricted stock under the Plan which has not
vested on the date he or she ceases to be employed by the Company for
any reason, such restricted stock shall revert to the Company on the
date of such termination of employment.
(c) In the event there is a Change in Control of the Company, all of a
participant's restricted stock previously issued, but not then vested,
shall vest immediately, effective upon the date of such Change in
Control.
(d) The Company may, in any agreement with a participant entered into
pursuant to this Plan, agree to purchase any shares of restricted stock
previously issued to such participant, effective with any Change in
Control.
Section 9. Authority of Committee. Subject to the provisions of the Plan,
the Committee shall have full and final authority to determine the persons to
whom options and restricted stock may be awarded and the number of shares to
be covered by each grant or option. The Committee may include such other terms
and conditions not inconsistent with the foregoing as the Committee shall
determine for any or all stock option agreements and agreements granting
restricted stock, including conditions based on the performance of the Company
or a portion of the Company, conditions based on the performance of the
participant, or conditions based on a combination thereof. The Committee's
determinations under the Plan, including without limitation determination of
the persons to receive restricted stock or options, the terms and provisions
of such grants and options and the agreements evidencing all of same, need not
be uniform and may be made selectively among persons who receive, or are
eligible to receive, restricted stock or options under the Plan, whether or
not such persons are similarly situated. The Committee, in its sole
discretion, may permit an optionee voluntarily to surrender for cancellation
an option granted under the Plan, such surrender to be conditioned upon the
granting of such optionee of a new option under the Plan for the same or a
different number of shares as the option surrendered, or may require such
voluntary surrender as a condition precedent to the grant of a new option to
such optionee.
Section 10. Adjustment of Number and Price of Shares.
(a) In the event that a dividend is declared upon Shares and is payable in
Shares, the number of Shares covered by each outstanding option, the
number of Shares of previously issued restricted stock and the number
of Shares available for issuance pursuant to the Plan but not yet
covered by an option or issued as restricted stock shall be adjusted by
adding thereto the number of Shares which would have been distributable
thereon if such Shares had been outstanding on the date fixed for
determining the shareholders entitled to receive the stock dividend.
(b) In the event that the outstanding Shares are changed into or exchanged
for a different number or kind of shares of stock or other securities
of the Company or of another company, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, there shall be substituted for the Shares covered by
each outstanding option, the shares issued as restricted stock and for
the Shares available for issuance pursuant to the Plan but not yet
covered by an option or issued as restricted stock, the number and kind
of shares of stock or other securities which would have been
substituted therefore if such Shares had been outstanding on the date
fixed for determining the shareholders entitled to receive such changed
or substituted stock or other securities.
(c) In the event there is any change, other than specified above in Section
10(a) or (b), in the number and kind of outstanding Shares or of any
stock or other securities into which such Shares shall be changed or
for which it shall have been exchanged and such change equitably
requires adjustment in the number or kind of Shares covered by
outstanding options, the Shares issued as restricted stock or which are
available for issuance pursuant to the Plan, such adjustment shall be
made by the Committee and shall be effective and binding for all
purposes of the Plan and on each outstanding stock option agreement and
each agreement concerning restricted stock.
A-4
<PAGE>
(d) In the case of any adjustment or substitution provided for in this
Section 10, the option price per Share in each stock option agreement
shall be equitably adjusted to reflect the greater or lesser number of
shares of stock or other securities into which the stock covered by the
option may have been changed or which may have been substituted
therefore.
(e) No adjustment or substitution provided for in this Section 10 shall
require the Company to issue or to sell a fractional share and the
total adjustment or substitution shall be limited accordingly.
Section 11. Amendment and Discontinuance. Subject to applicable law and the
rules, regulations and requirements of any exchange or market on which the
Shares are listed or traded, the Board of Directors may alter, amend, suspend
or discontinue the Plan, provided that no such action shall deprive any
person, without such person's consent, of any rights previously granted
pursuant hereto.
Section 12. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement issued under the Plan, the
Company shall not be required to issue any shares hereunder prior to
registration of the shares subject to the Plan under the Securities Act, the
Exchange Act and any qualification or listing of the Shares with any exchange
or market on which the Shares are listed or traded, if such registration shall
be necessary, or before compliance by the Company or any participant with any
other provisions of either of those acts or of regulations or rulings of the
Securities and Exchange Commission thereunder, or before compliance with all
other applicable Federal and State laws and regulations and rulings
thereunder. After the approval of this Plan by the stockholders of the Company
pursuant to Section 14, the Company shall use its best efforts to effect such
registrations and to comply with such laws, regulations and rulings forthwith
upon advice by its counsel that any such registration or compliance is
necessary.
Section 13. Withholding.
(a) Whenever Shares are to be issued or become vested under the Plan, the
Company shall have the right to require the participant to remit to the
Company an amount sufficient to satisfy any Federal, State and local
tax withholding requirements.
(b) In the event that any withholding is required pursuant to Section
13(a), or is to be made at the participant's election upon issuance or
vesting of Shares under the Plan, the Company may agree to withhold
such number of Shares to be issued or become vested with a Fair Market
Value equal to or less than the amount to be withheld and remit in cash
the Fair Market Value of Shares so withheld to satisfy any such tax
withholding requirements.
Section 14. Effective Date, Term of Plan. This Plan shall become effective
as of November 6, 1997, contingent upon the Plan being approved by vote of the
stockholders of the Company on or before October 31, 1998. In the event that
said approval is not obtained, this Plan, and any agreement entered into
pursuant thereto, shall become void and of no effect. This Plan shall
terminate in any event on November 1, 2007.
Section 15. Definitions. For purposes of this Plan and any stock options or
restricted stock granted hereunder, or any agreements relating thereto, the
following capitalized terms shall have the meanings ascribed below:
(a) Cause shall mean:
(i) any act or omission by the optionee which constitutes a felony or
misdemeanor, or involves dishonesty or serious disloyalty;
(ii) any act or omission which is an intentional violation of the
written policies of the Company;
(iii) any act or omission which constitutes failure by the optionee to
perform diligently and competently optionee's duties; or
(iv) any willful or grossly negligent act or omission which has a
material adverse effect on the Company's reputation, business
affairs or goodwill.
A-5
<PAGE>
(b) Change in Control shall mean
(i) the acquisition by any person, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person"), other than the Company, any of its Subsidiaries or any
employee benefit plan of the Company or its Subsidiaries, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 40% or more of either the
then outstanding shares of common stock or the combined voting
power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors ("Voting
Securities");
(ii) Any change or changes in the composition of the Board for reasons
other than the death, disability, normal retirement or
unsolicited resignation of directors which change or changes
occur during any 24 month period and result in the individuals
who constituted the Board at the beginning of the applicable 24
month period ceasing to constitute a majority of the Board;
(iii) A merger or consolidation to which the Company is a party;
provided, however, that such a merger or consolidation shall not
be deemed to be a Change in Control if after giving effect to
such merger or consolidation, (A) the persons who were the
shareholders of the Company immediately prior to such transaction
are, immediately thereafter, the owners of more than 50% of the
combined voting power entitled to vote generally in the election
of directors of the merged or consolidated company's then
outstanding securities and (B) no Person (other than any Person
beneficially owning, immediately prior to such merger or
consolidation, 20% or more of the Voting Securities of the
Company and whose ownership interest in the merged or
consolidated company's securities was derived solely by virtue of
the exchange or conversion of such Voting Securities) owns more
than 20% of the combined voting power entitled to vote generally
in the election of directors of the merged or consolidated
company's then outstanding securities.
(iv) The sale of all or Substantially All of the assets of the
Company; or
(v) The liquidation or dissolution of the Company.
(c) Deferred Retirement and Deferred Retirement Date shall mean a
participant's election to take deferred retirement pursuant to the
provisions of the Retirement Plan for Salaried Employees of Pitt-Des
Moines, Inc. and the Deferred Retirement Date as defined in such plan.
(d) Early Retirement and Early Retirement Date shall mean a participant's
election to take early retirement pursuant to the provisions of the
Retirement Plan for Salaried Employees of Pitt-Des Moines, Inc. and the
Early Retirement Date as defined in such plan.
(e) Fair Market Value of any Share shall mean the mean average of the high
and low sales prices per Share as reported on the stock exchange or
market on which such stock is traded or quoted on the trading day
immediately preceding the relevant date under the Plan and if not so
reported on said date, on the closest preceding day on which there were
sales so reported.
(f) Non Qualified Stock Option shall mean any option to purchase a share of
common stock of the Company granted pursuant to the Plan, which options
do not qualify for treatment as incentive stock options under the
Internal Revenue Code.
(g) Normal Retirement and Normal Retirement Date shall mean a participant's
election to take normal retirement pursuant to the provisions of the
Retirement Plan for Salaried Employees of Pitt-Des Moines, Inc. and the
Normal Retirement Date as defined in such plan.
(h) Subsidiary or Subsidiaries shall mean any entity of which the Company,
directly or indirectly, owns or controls 50% or more of the combined
voting power.
(i) Substantially All shall mean more than 50% of the Fair Market Value of
the total assets of the Company as of the end of its most recent fiscal
quarter ending prior to the date such determination is made.
A-6
<PAGE>
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PITT-DES MOINES, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 7, 1998
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 7, 1998, 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, 2 OR 3 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
FOR (to vote
all all
nominees nominees) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to [ ] [ ] [ ]
Directors for a ratify the
three-year term appointment of
expiring in 2001. Ernst & Young LLP
as auditors for
the Company for
the year ending
December 31, 1998.
TO WITHHOLD AUTHORITY 3. Proposal to [ ] [ ] [ ]
TO VOTE FOR ANY approve Pitt-Des
INDIVIDUAL NOMINEE, Moines, Inc. Long
STRIKE A LINE THROUGH Term Incentive
THAT NOMINEE'S NAME. Stock Plan of
1997.
Nominees: W. R. Jackson, Jr. 4. Upon such other
A. J. Paddock matters as may
P. J. Townsend properly come before
the meeting or any
adjournment.
Signature(s) ________________________________________ Dated _____________, 1998
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 7, 1998
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 16, 1998, 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 30, 1998. 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
WITHHELD
FOR (to vote
all all
nominees nominees) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to [ ] [ ] [ ]
Directors for ratify the
a three-year appointment of
term expiring Ernst & Young LLP
in 2001. as auditors for
the Company for
the year ending
December 31, 1998.
TO WITHHOLD AUTHORITY 3. Proposal to [ ] [ ] [ ]
TO VOTE FOR ANY approve Pitt-Des
INDIVIDUAL NOMINEE, Moines, Inc. Long
STRIKE A LINE THROUGH Term Incentive
THAT NOMINEE'S NAME. Stock Plan
of 1997.
Nominees: W. R. Jackson, Jr. 4. Upon such other
A. J. Paddock matters as may
P. J. Townsend properly come before
the meeting or any
adjournment.
Signature(s) _______________________________________ Dated _____________, 1998
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 /\
