<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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
PITT-DES MOINES, INC.
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[X] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
$100,000,000 is a good faith estimate of the underlying value
of the transaction
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(4) Proposed maximum aggregate value of transaction:
$100,000,000
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(5) Total fee paid:
$20,000
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[_] Fee paid previously by written 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:
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(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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<PAGE>
[PITT-DES MOINES, INC. LOGO]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER ____, 2000
We will hold a special meeting of shareholders of Pitt-Des Moines, Inc. ("PDM"
or the "Company") at [time to be determined] (Central Standard time), on
December _____, 2000, at [location to be determined] to consider and act upon a
proposal to approve a proposed Plan of Asset Transfer authorizing the sale of
the Company's Steel Service Center division and Engineered Construction and
Water division on such terms and conditions (including the consideration to be
received by the Company) as may be determined by the Company's Board of
Directors, in its sole discretion, subject to receipt of a fairness opinion as
to the consideration to be received by the Company.
In addition, we will transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on ______________,
2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and any adjournments or postponements
thereof.
By Order of the Board of Directors
/s/ Richard F. Gisler
RICHARD F. GISLER
Secretary
_____________, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE EVEN IF YOU INTEND TO BE PRESENT AT THE
MEETING. RETURNING THE PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON OR TO
ATTEND THE SPECIAL MEETING, BUT WILL ENSURE YOUR REPRESENTATION IF YOU CANNOT
ATTEND. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO ATTEND AND VOTE AT THE MEETING, YOU MUST OBTAIN FROM
SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.
The Special Meeting proxy statement is dated ____________, 2000, and was first
mailed to the Company's shareholders on or about ____________, 2000.
<PAGE>
SUMMARY TERM SHEET
This summary term sheet, together with the "Questions & Answers About the
Special Meeting" on the page following this summary term sheet, highlight
important selected information from the proxy statement relating to our proposed
Plan of Asset Transfer. This summary term sheet and this question and answer
section may not contain all the information that is important to you. To more
fully understand the proposed Plan of Asset Transfer and for a more complete
description of the legal terms of the proposed Plan, you should read carefully
this entire proxy statement before voting. We have included page references
parenthetically to direct you to more complete descriptions of the topics
presented in this summary term sheet.
The Plan Of Asset Transfer (Page )
Upon approval of the Plan of Asset Transfer, the Company's Board of Directors
will be authorized to sell the Company's Steel Service Center division and
Engineered Construction and Water division (collectively, the "Divisions") on
such terms and conditions (including the consideration to be received by the
Company) as may be determined by the Board of Directors, in its sole discretion,
subject to receipt of a fairness opinion as to the consideration to be received
by the Company. You should read the description of the Plan of Asset Transfer
in this proxy statement under the headings "Proposed Plan of Asset Transfer" and
"Background and Reasons for the Proposed Plan" carefully.
Vote Required (Page )
Under Pennsylvania law and the Company's Bylaws, the proposed Plan of Asset
Transfer must be approved by a majority of the outstanding shares of the
Company's common stock present and voting at the special meeting.
Recommendation Of The Company's Board Of Directors
Based on all the factors the Company's Board of Directors considered, the
Board of Directors unanimously approved the Plan of Asset Transfer and decided
to submit it to the Company's shareholders for approval.
Reasons For The Plan Of Asset Transfer (Page )
In reaching its conclusion to approve and recommend the Plan of Asset
Transfer, the Board of Directors considered, among other factors, the Company's
announced intent to consider its strategic alternatives to enhance shareholder
value, including a sale of all or part of the Company.
Dissenters' Rights (Page )
Under the Pennsylvania Business Corporation Law, holders of shares of common
stock of the Company will not be entitled to dissenters' rights with respect to
the Plan of Asset Transfer.
Material Federal Income Tax Consequences (Page )
The sale of the Company's Divisions pursuant to the Plan of Asset Transfer are
expected to be taxable transactions to the Company for federal income tax
purposes and will have no effect on the individual shareholders.
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<PAGE>
Accounting Treatment (Page )
The Divisions to be sold pursuant to the Plan of Asset Transfer will be
accounted for as discontinued operations in accordance with generally accepted
accounting principles.
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<PAGE>
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Q. WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?
A. Shareholders as of the close of business on _______________, 2000, the
record date.
Q. WHAT HAPPENS IF I SELL MY COMPANY SHARES BEFORE THE SPECIAL MEETING?
A. If you transfer your shares of Company common stock after the record date,
but before the Special Meeting, you will retain your right to vote at the
Special Meeting.
Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?
A. Generally, your broker will not have the power to vote your shares. Your
broker will vote your shares only if you provide him or her with
instructions on how to vote. Any failure to instruct your broker on how to
vote in favor of the Plan of Asset Transfer will result in your shares not
being voted at the Special Meeting. You should follow the directions
provided by your broker on how to instruct your broker to vote your shares.
Q. MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
A. Yes. You may revoke it any time before the Special Meeting by:
- giving written notice of your revocation to the Company's Secretary;
- filing a revoking instrument or a duly executed proxy bearing a later
date with the Secretary; or
- attending the Special Meeting and voting in person.
Q. WHEN AND WHERE IS THE SPECIAL MEETING?
A. The Special Meeting will take place [location to be determined], on
_______________, 2000 at [time to be determined], Central Standard time.
Q. WHAT DO I NEED TO DO NOW?
A. We urge you to read this proxy statement carefully and to consider how the
Plan of Asset Transfer affects you as a shareholder.
Q. HOW DO I VOTE?
A. You can vote in one of the following ways:
You can either vote in person at the Special Meeting or by proxy. If you
choose to vote by proxy, indicate on your proxy card how you want to vote,
and sign and mail your proxy card in the enclosed return envelope as soon
as possible so that your shares will be represented at the Special Meeting.
If you do attend the Special Meeting, you may still revoke your proxy and
vote in person. If you sign and send in your proxy and do not indicate how
you want to vote, your proxy will be counted as a vote "FOR" the Plan of
Asset Transfer, unless your shares are held in a brokerage account in which
case you should follow the directions provided by your broker on how to
instruct your broker to vote your shares.
-iii-
<PAGE>
Q. WHO CAN HELP ANSWER MY QUESTIONS?
A. If you would like additional copies of this proxy statement or if you have
questions about the Plan of Asset Transfer, including how to complete and
return your proxy card or would like more information about the Company,
you should contact:
Pitt-Des Moines, Inc.
Town Center One
1450 Lake Robbins Drive, Suite 400
The Woodlands, Texas 77380
Attn: Richard A. Byers
Vice President, Finance
Telephone: (281) 765-4600
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<PAGE>
PITT-DES MOINES, INC.
TOWN CENTER ONE
1450 LAKE ROBBINS DRIVE, SUITE 400
THE WOODLANDS, TEXAS 77380
(281) 765-4600
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
_____________, 2000
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Pitt-Des Moines, Inc., a Pennsylvania
corporation ("PDM" or the "Company"), to be voted at the Special Meeting of
Shareholders of the Company referred to in the foregoing Notice (the "Special
Meeting"). All proxies received pursuant to this solicitation will be voted,
and, where a choice is specified as to the proposal described in the foregoing
Notice, they will be voted in accordance with that specification. If no choice
is specified with respect to the proposal, the proxy will be voted in favor of
the proposal. Shareholders who execute proxies may revoke them at any time
before they are voted by delivering written notice to the Secretary of the
Company, filing a revoking instrument or a duly executed proxy bearing a later
date, or attending the special meeting by voting in person. The Company
anticipates that mailing of the proxy material to shareholders will commence on
or about ___________, 2000.
RECORD DATE AND VOTING SECURITIES
Only holders of Common Stock of record at the close of business on [November
______], 2000 (the "Record Date") are entitled to notice of and to vote at the
meeting. On that date the Company had outstanding and entitled to vote
___________ shares of Common Stock, no par value (the "Common Stock"). Each
outstanding share entitles the record holder to one vote on each matter.
Neither abstentions nor broker non-votes are included in the determination of
the number of shares present and voting and are not counted as votes in favor of
or against the proposal.
<PAGE>
PROPOSED PLAN OF ASSET TRANSFER
At the Special Meeting, shareholders will be asked to approve a Plan of Asset
Transfer authorizing the sale of the Company's Steel Service Center division and
Engineered Construction and Water division on such terms and conditions
(including the consideration to be received by the Company) as may be determined
by the Company's Board of Directors, in its sole discretion, subject to receipt
of a fairness opinion as to the consideration to be received by the Company.
The Company has signed separate letters of intent with respect to the sale of
each of the Divisions.
Under Pennsylvania law, the approval of shareholders is required in order to
sell "all or substantially all" of the property and assets of the Company. It
is not clear what constitutes "substantially all" of such property and assets
and whether individual sales should be aggregated in making such determination.
The Company believes that the sale of either the Steel Service Center division
or the Engineered Construction and Water division, considered individually,
would not constitute a sale of "substantially all" of the property and assets of
the Company under Pennsylvania law. However, the Company believes that the sale
of both of these divisions would constitute a sale of "substantially all" of the
assets of the Company under Pennsylvania law. Therefore, the Company is seeking
shareholder approval for the proposed sale of these Divisions under the proposed
Plan. As of the date of this proxy statement, the Company had only executed
letters of intent, which contemplate more definitive agreements, with respect to
the possible sale of the Divisions. Accordingly, the shareholders are being
asked to approve a Plan of Asset Transfer authorizing the sale of the Divisions
on such terms and conditions (including the consideration to be received by the
Company) as may be determined by the Company's Board of Directors, in its sole
discretion, subject to the receipt of a fairness opinion as to the consideration
to be received by the Company. If the proposed Plan is not approved, the Board
may still authorize the sale of either of the Divisions if it determines, after
receiving an opinion of counsel, that such sale will not constitute
"substantially all" of its property and assets. See "Shareholder Approval
Requirement Under Pennsylvania Law."
Holders of shares of Common Stock will not be entitled to dissenters' rights
with respect to the proposed Plan. See "Absence of Dissenters' Rights" below.
The Board of Directors recommends a vote for approval of the proposed Plan at
the Special Meeting and it is intended that proxies not marked to the contrary
and not designated as broker non-votes will be voted in favor of approval of the
proposed Plan.
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<PAGE>
BACKGROUND AND REASONS FOR THE PROPOSED PLAN
PDM began conducting business in 1892 and was incorporated in Pennsylvania on
February 14, 1916. The Company's principal executive offices are located at
1450 Lake Robbins Drive, Suite 400, The Woodlands, TX 77380, telephone number
(281) 765-4600.
PDM is a diversified company that has operated multiple business units in two
business segments: heavy construction (consisting of the Company's Strocal
subsidiary, Engineered Construction and Water division, and Bridge division),
and steel distribution (consisting of the Company's Steel Service Center
division and Culvert division).
The Company's Engineered Construction and Water division designs and builds
tanks and systems for liquid and low-temperature cryogenic storage and water
storage systems. The Company's Bridge division fabricates steel bridges. The
Company's Strocal subsidiary, which was recently sold, fabricates and erects
steel structures for buildings. Within the steel distribution segment, the
Company's Steel Service Center division distributes and provides value-added
processing for a full-line of heavy carbon steel products through eight
locations while the Culvert division provides culvert pipe and related products
through three locations.
While the Company has achieved solid financial performance, including compound
annual net sales growth of approximately 9% and compound annual earnings per
share growth of approximately 13% over the past five years, the Company's stock
price has underperformed relative to the market and relative to some of the
Company's peer group.
Senior management and the Board of Directors of the Company have, over the
years, given consideration to various alternatives to increasing shareholder
value. These have included stock splits to improve liquidity and increases in
the stock dividends to increase the return to shareholders. While these
measures were somewhat successful in creating shareholder value, the Company's
stock price continued to trade relative to its book value, and at a discount to
the market as a whole. The Company believed that the factors contributing to
its stock price included its modest market capitalization, its small shareholder
float, and its limited stock liquidity.
As a result of these factors, in the spring of 2000, the Company met with two
investment banking firms in order to explore its alternatives, including
maintaining the status quo, pursuing an acquisition strategy, declaring a
special dividend, conducting a stock repurchase program, effecting one or more
spin-offs or split-ups of the Company and a sale of the Company.
In considering its alternatives, the Board of Directors weighed many factors,
including the effects of any such alternative on shareholder value and on the
Company's employees, customers and other constituencies, as permitted under
Pennsylvania law.
After several Board meetings with the investment banking firms and Company's
outside counsel, Buchanan Ingersoll Professional Corporation, and after numerous
meetings among senior management, the investment banking firms, Buchanan
Ingersoll and the Company's independent auditors, Ernst & Young, the Company
announced in July 2000 that it had engaged the firm of Tanner & Co., Inc. as the
Company's financial advisor to assist the Company's Board of Directors'
consideration of strategic alternatives to enhance shareholder value, including
the potential sale or other disposition of part or all of the Company.
-3-
<PAGE>
Given the diverse lines of business of the Company, and after numerous
discussions with the Company's senior management, Buchanan Ingersoll and Tanner,
the Board of Directors of the Company believed that, without ruling out the
possibility, shareholder value would not be maximized by a sale of the entire
Company to one buyer, but rather by a break-up and sale of the separate business
units. This analysis included consideration of many factors including, but not
limited to, the tax impact and execution risk of multiple transactions. As a
result, Tanner began a simultaneous process of marketing the entire Company and
the Company's five business units separately.
As anticipated, a single buyer for the entire Company did not materialize.
Interest was expressed, however, in the separate business units and Tanner, on
behalf of the Company, facilitated the sale process of each unit on a separate
basis, other than Strocal.
With respect to Strocal, the Company completed the sale of that division on
November 3, 2000 to Strocal's President for $29.1 million, consisting of $18.8
million in cash and the assignment to the Company of $10.3 million of accounts
receivable. Tanner had delivered a fairness opinion to the Board of Directors
with respect to the letter of intent in that transaction.
As a result of this process, and as previously announced, the Company signed a
letter of intent on August 29, 2000, to sell all of the assets and liabilities
of the Company's Engineered Construction and Water division to Chicago Bridge &
Iron Company. The Company signed a letter of intent on September 18, 2000, to
sell its Culvert division to Contech Construction Products, Inc. The Company
also signed a letter of intent on November 15, 2000 to sell its Steel Service
Center division to Russel Metals Inc.
Due to the nature of this process of selling the Company's business units in
separate transactions as opposed to one transaction for the entire Company, the
Company will, at some point, sell substantially all of its assets, as such term
is defined under the Pennsylvania Business Corporation Law. Prior to selling
substantially all of its assets, the Company is seeking, in accordance with
Pennsylvania law, shareholder approval of the Plan.
USE OF PROCEEDS
The Company plans to use the proceeds from the sales of the Divisions to repay
any outstanding indebtedness and for general corporate purposes.
SHAREHOLDER APPROVAL REQUIREMENT UNDER PENNSYLVANIA LAW
Pursuant to Sections 1932 and 1924 of the Pennsylvania Business Corporation
Law, shareholder approval is required in order to sell "all or substantially
all" of the property and assets of the Company. It is not clear what constitutes
"substantially all" of such property and assets and whether individual sales
should be aggregated in making such determination. The Company believes that the
potential sale of either of the Steel Service Centers division or the Engineered
Construction and Water division, individually, would not constitute a sale of
"substantially all" of the property and assets of the Company within the meaning
of Section 1932. However, the Company is pursuing the potential sale of both of
the Divisions. The Company believes that the sale of both of these Divisions,
when viewed together, would constitute a sale of "substantially all" of the
assets of the Company within the meaning of Pennsylvania Business Corporation
Law Section 1932. Therefore, the Company is seeking shareholder approval of the
proposed sale of both of the Divisions under the proposed Plan. If the proposed
Plan is not approved, the Board may still authorize the sale of any of its
divisions if it determines, after receiving an opinion of counsel, that such
sale will not constitute "substantially all" of its property and assets.
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<PAGE>
Pursuant to Pennsylvania law and the Company's Bylaws, the affirmative vote of
a majority of the outstanding shares of the Company's common stock present and
voting at the special meeting is required for the Plan to be approved and
adopted by the shareholders.
ACCOUNTING TREATMENT
The divisions to be sold pursuant to the Plan will be accounted for as
discontinued operations in accordance with generally accepted accounting
principles.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of expected United States federal income
tax consequences of the potential sale of the Divisions pursuant to the proposed
Plan. The potential sales of the Divisions are expected to be taxable
transactions to the Company for federal income tax purposes. The sales of the
Divisions are not expected to be taxable transactions to the individual
shareholders for federal income tax purposes. Shareholders of the Company should
be aware that the tax consequences of the proposed Plan are governed by the
Internal Revenue Code of 1986, as amended, and interpretations, rulings and
regulations which are subject to change, including changes that may be applied
retroactively.
ABSENCE OF DISSENTERS' RIGHTS
Under section 1571 of the Pennsylvania Business Corporation Law, a shareholder
has the right to dissent from, and to obtain payment of the fair value of his
shares in the event of a sale of all or substantially all of a corporation's
assets pursuant to a plan of asset transfer, except that the holders of the
shares of any class or series of shares that, at the record date fixed to
determine the shareholders entitled to notice of and to vote at the meeting at
which a plan of asset transfer is to be voted on, are listed on a national
securities exchange, including the American Stock Exchange, do not have the
right to dissent from and to obtain payment of the fair value of any such
shares. On the Record Date, the Company's Common Stock was listed on the
American Stock Exchange. Accordingly, under Pennsylvania law, holders of shares
of the Company's common stock will not be entitled to any dissenters' rights
with respect to the proposed Plan.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of _________, 2000, 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>
Amount and Nature Percentage of
of Beneficial Outstanding
Name and Address of Beneficial Owner Ownership(1) Shares
<S> <C> <C>
W. R. Jackson, Jr. (1, 2) 269,024 Sole 11.85%
3400 Grand Avenue 601,786 Shared
-------
Pittsburgh, PA 15225 870,810 Total
W. R. Jackson (1, 2) 407,884 Sole 8.89
3400 Grand Avenue 245,537 Shared
-------
Pittsburgh, PA 15225 653,421 Total
P. J. Townsend (1, 2) 238,254 Sole 6.16
3400 Grand Avenue 14,644 Shared
------
Pittsburgh, PA 15225 452,898 Total
Dimensional Fund Advisors, Inc. (3) 586,900 Total 7.99
1299 Ocean Avenue
Santa Monica, CA 90401
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Amount and Nature Percentage of
of Beneficial Outstanding
Name and Address of Beneficial Owner Ownership(1) Shares
<S> <C> <C>
Franklin Resources, Inc. (4) 440,000 Total 5.99
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 the three individuals named above and others)
and the charitable and private trusts of which Jackson family members are
trustees sharing voting and/or investment power is 2,777,749 shares and
constitutes 37.8% of the Company's outstanding Common Stock as of February
4, 2000. Such family members disclaim the existence of any agreement or
understanding to act as a group with respect to such shares.
(3) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 586,900 shares of Common
Stock of the Company as of December 31, 1999, 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.
(4) The 440,000 shares of the Company'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.
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 ___________, 2000 unless otherwise noted.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percentage of
Ownership (1) Outstanding Shares
Name Beneficially Owned
<S> <C> <C>
J. C. Bates 5,800 Sole *
V. G. Beghini 3,659 Shared (16) *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percentage of
Ownership (1) Outstanding Shares
Name Beneficially Owned
<S> <C> <C>
R. A. Byers 60,928 Sole (2)
2,314 Shared (3)
------
63,242 Total *
R. W. Dean 4,305 Sole *
P.O. Elbert 83,880 Sole (2)
3,112 Shared (3, 4)
------
86,992 Total 1.18
W. L. Friend 704 Shared (17) *
W. R. Jackson 407,884 Sole (5)
245,537 Shared (3, 6-8)
-------
653,421 Total 8.89
W. R. Jackson, Jr. 269,024 Sole (9)
601,786 Shared (7, 10, 11)
-------
870,810 Total 11.85
Wm. W. McKee 229,950 Sole (2)
2,570 Shared (3)
-------
232,520 Total 3.16
A. J. Paddock 5,336 Sole
232,020 Shared (7, 11, 13)
-------
237,356 Total 3.23
J. W. Robinson 5,955 Sole *
P. J. Townsend 238,254 Sole
214,644 Shared (8, 11,14, 15)
-------
452,898 Total
Directors, Nominees and Executive Officers as 1,311,316 Sole (2, 5 & 9)
a Group (12 persons) 1,306,346 Shared (3-4, 6-8, 10-17)
---------
2,617,662 Total 35.61
</TABLE>
_________________
* Indicates beneficial ownership of less than one percent of the Company's
Common Stock.
(1) Beneficial ownership is defined by the Securities and Exchange Commission
to include the power (whether sole or shared, direct or indirect, through
contract, arrangement, understanding or relationship) to vote, invest or
dispose of, or to direct the voting, investment or disposition of shares of
stock (including shares over which such person(s) has the right to acquire
beneficial ownership within 60 days of February 4, 2000). Except as
otherwise noted, the persons listed have both voting and investment power.
(2) Includes shares subject to vested options under the Company's Long Term
Incentive Stock Plan of 1997 and Stock Option Plan of 1990 as follows: R.
A. Byers, 60,928 shares; P. O. Elbert,
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<PAGE>
61,380 shares; Wm. W. McKee, 210,450 shares and current directors, nominees
for director and executive officers as a group, 381,786 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, 2,314 shares; P. O.
Elbert, 2,512 shares; W. R. Jackson, 505 shares; Wm. W. McKee, 2,570
shares; and current directors, nominees for director and executive officers
as a group, 9,657 shares. Each of the named individuals and each member of
the group have 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 600 shares owned by the spouse of P. O. Elbert, as to which he
disclaims beneficial ownership.
(5) Includes 30,600 shares held in a trust in which W. R. Jackson is trustee.
(6) Includes 26,326 shares held in three trusts in which W. R. Jackson is
trustee.
(7) Includes 190,908 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 27,798 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 51,192 shares held in a custodial account for which W. R. Jackson,
Jr. is custodian for benefit of his child and 169,632 shares held in two
trusts in which W. R. Jackson, Jr. is trustee. (10) Includes 37,690 shares
owned by the spouse of W. R. Jackson, Jr., 269,442 shares held in six
trusts in which W. R. Jackson, Jr. and a bank are co- trustees and 63,246
shares held in a trust in which W. R. Jackson, Jr. is trustee. Of these
370,378 shares, W. R. Jackson, Jr. disclaims beneficial ownership of
307,132 shares.
(11) Includes 40,500 shares held in a trust in which W. R. Jackson, Jr., P. J.
Townsend and A. J. Paddock are co-trustees, as to which shares they
disclaim beneficial ownership.
(12) Includes 612 shares owned by the spouse of A. J. Paddock, as to which
shares he disclaims beneficial ownership.
(13) Includes 48,970 shares owned by the spouse of P. J. Townsend, as to which
shares she disclaims beneficial ownership and 63,242 shares held in a trust
in which P. J. Townsend is trustee.
(14) Includes 34,134 shares held in a trust in which P. J. Townsend is co-
trustee, as to which shares she disclaims beneficial ownership.
(15) Includes 3,659 shares owned by the spouse of V. G. Beghini, as to which
shares he disclaims beneficial ownership.
(16) All such shares are jointly owned with the spouse of W. L. Friend.
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<PAGE>
CHANGES IN THE RIGHTS OF SHAREHOLDERS
Due to the fact that the proposed Plan involves the sale of assets of the
Company or its subsidiaries for cash or other consideration to be paid to the
Company or such subsidiary, the shareholders of the Company will retain their
equity interests in the Company following the consummation of the proposed Plan.
Accordingly, there should not be any differences in the rights of security
holders of the Company as a result of the proposed Plan.
CERTAIN INFORMATION REGARDING
MARKETS, MARKET PRICES AND DIVIDENDS
The American Stock Exchange (the "AMEX") is the principal market on which the
Company's common stock is traded (trading symbol: PDM).
There were approximately _________ registered holders of record of common
stock as of _______________ ___, 2000. On each of December 8, 2000, September 8,
2000, and June 9, 2000, the Company paid dividends of $0.20 per common share.
For the past five fiscal years, the Company paid dividends per common share as
follows:
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Dividends per common share $0.68 $0.60 $0.55 $0.43 $0.33
The high and low prices for the Company's common stock on the AMEX as of
_________ __, 2000, the day preceding the date that the proposed Plan was
approved and adopted by the Board of Directors, were $______ and $______ per
share, respectively.
SHAREHOLDER PROPOSALS
Any proposal submitted by a stockholder for action at the Company's 2001 Annual
Meeting of
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<PAGE>
Stockholders must be received by the Company at its principal executive office
on or before December 1, 2000, 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.
GENERAL
The entire cost of soliciting management proxies will be borne by the Company.
Proxies will be solicited by mail and may be solicited personally by directors,
officers or regular employees of the Company, who will not be compensated for
their services. In order to support the proposed Plan and to help insure the
presence of a quorum, the Company has retained the services of ______________ as
proxy solicitor to assist in the solicitation of proxies for this meeting. The
fees payable to ______________ in connection with this solicitation are
estimated to be $______________. The Company will reimburse banks, brokerage
firms, and other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy material to their principals and obtaining their
proxies.
INCORPORATION BY REFERENCE
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act, prior to the Special Meeting,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Proxy Statement to the extent that a statement contained herein, or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Proxy Statement.
The Company will provide without charge to each person to whom a copy of this
Proxy Statement is delivered, upon the written or oral request of such person
and by first class mail or other equally prompt means within one business day of
receipt of such request, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this Proxy Statement,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference. Such written or oral request should be directed to:
Pitt-Des Moines, Inc., 1450 Lake Robbins Drive, Suite 400, The Woodlands, Texas
77380, Attention: Vice President, Finance; telephone number (281) 765-4600.
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<PAGE>
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PITT-DES MOINES, INC.
FOR THE SPECIAL MEETING OF SHAREHOLDERS
__________ __, 2000
The undersigned hereby 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. (the "Company"), which the undersigned would be
entitled to vote at the Special Meeting of Shareholders of the Company to be
held at [location to be determined] on ___________ ___________, 2000 at [time to
be determined], Central Standard time, and any adjournments or postponements
thereof (the "Special Meeting"), with all powers the undersigned would possess
if personally present, FOR the approval of the Plan of Asset Transfer and on all
other matters which otherwise come before the Special Meeting in the discretion
of the Board of Directors.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO INSTRUCTION TO THE CONTRARY IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
PLAN OF ASSET TRANSFER.
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. To consider and act upon a proposal to approve a Plan of Asset Transfer
authorizing the sale of the Company's Steel Service Center division and
Engineered Construction and Water division on such terms and conditions
(including the consideration to be received by the Company) as may be determined
by the Company's Board of Directors, in its sole discretion, subject to receipt
of a fairness opinion as to the consideration to be received by the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed and dated on the reverse side.)
<PAGE>
(Continued from other side)
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: _______________________________ , 2000
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
NOTE: YOUR SIGNATURE SHOULD CONFORM WITH YOUR NAME AS IT APPEARS HEREON. IF
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
YOUR FULL TITLE AS SUCH. IF STOCK IS OWNED BY A PARTNERSHIP OR CORPORATION,
PLEASE INDICATE YOUR CAPACITY IN SIGNING THE PROXY. IF STOCK IS HELD IN JOINT
OWNERSHIP, ALL CO-OWNERS MUST SIGN.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
2
<PAGE>
PITT-DES MOINES, INC.
SPECIAL MEETING OF STOCKHOLDERS
EMPLOYEE STOCK OWNERSHIP PLAN
DECEMBER ___, 2000
To: Mellon Bank, N. A., 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
_____ __, 2000, 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
December ___, 2000. 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.
*Mellon Bank, N. A., 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
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. To consider and act upon a proposal to approve a Plan of Asset Transfer
authorizing the sale of the Company's Steel Service Center division and the
Engineered Construction and Water division on such terms and conditions
(including the consideration to be received by the Company) as may be determined
by the Company's Board of Directors, in its sole discretion, subject to receipt
of a fairness opinion as to the consideration to be received by the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature(s) __________________________________________________________________
Dated _____________________, 2000
TRUSTEE AUTHORIZATION: I hereby authorize Mellon Bank, N.A. 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
Special Meeting, and any adjournment thereof, in accordance with the
instructions given above.
*Mellon Bank, N.A. has appointed ChaseMellon Shareholder Services as Agent to
tally the votes.
FOLD AND DETACH HERE
