<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
[X] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Additional Materials RULE 14A-6(E)(2))
[_] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A.
[_] 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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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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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Notes:
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[Pitt-Des Moines, Inc. Logo]
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on Thursday, May 4, 2000, at 2:00 p.m., at The Woodlands
Conference Center, 2301 North Millbend, The Woodlands, Texas.
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 Card in the
enclosed envelope as promptly as possible.
Sincerely,
/s/ Wm. W. McKee
Wm. W. McKee
President and Chief Executive Officer
March 30, 2000
<PAGE>
PITT-DES MOINES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 2000
The Annual Meeting of Stockholders of Pitt-Des Moines, Inc. (the "Company")
will be held on Thursday, May 4, 2000, at 2:00 p.m., prevailing time, at The
Woodlands Conference Center, 2301 North Millbend, The Woodlands, Texas, for
the following purposes.
1. To elect four directors for a three-year term expiring in 2003; and
2. To ratify the appointment of independent auditors to examine the
consolidated financial statements of the Company for the year ending
December 31, 2000.
Stockholders will also be asked to consider such other business as may
properly come before the meeting. Holders of record of the Company's Common
Stock at the close of business on March 13, 2000 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 30, 2000
The Woodlands, Texas
<PAGE>
PITT-DES MOINES, INC.
------------
PROXY STATEMENT
March 30, 2000
------------
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 4, 2000 and any adjournment thereof (the
"Annual Meeting"). The address of the principal executive offices of the
Company is 1450 Lake Robbins Drive, Suite 400, The Woodlands, Texas 77380.
This proxy statement and enclosed proxy are first being mailed to stockholders
on or about March 30, 2000.
Only holders of the Company's common stock, no par value (the "Common
Stock"), of record at the close of business on March 13, 2000 are entitled to
notice of and to vote at the Annual Meeting. As of that date, the Company had
outstanding 7,389,890 shares of Common Stock. Each share of Common Stock
outstanding on March 13, 2000 is entitled to one vote on all matters properly
coming before the Annual Meeting.
Unless otherwise directed in the accompanying proxy, the persons named
therein will vote FOR the election of the four director nominees listed below,
and FOR the proposal to ratify the appointment of Ernst & Young LLP as
auditors for the year ending December 31, 2000. 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 Amended and Restated Articles of Incorporation of the Company currently
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 fifteen 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 twelve. The Board of Directors is classified in respect
of the time during which directors shall severally hold office by dividing the
number of directors into three classes which shall be nearly equal in number
as possible.
Four directors are to be elected at the Annual Meeting for a three-year term
and until their successors are elected and shall have qualified. Each
stockholder is entitled to one vote for each share of Common Stock held of
record on March 13, 2000, and each share may be voted for each of four
director positions to be filled. The four nominees receiving the highest
number of votes cast will be elected. If any nominee becomes unavailable to
serve as a director, an event which the Company has no reason to anticipate,
the votes of the proxies will be cast for such other person or persons, if
any, as may be nominated by the Board of Directors.
<PAGE>
Unless authority is withheld, all proxies executed and returned will be
voted IN FAVOR of the following four director nominees.
Biographies
The following biographical information has been furnished by the respective
nominees and continuing directors.
Nominees to be Elected for Director Whose Terms Expire in 2003:
J. C. BATES, age 79.
Director since 1985; Chairman of the Compensation Committee.
Retired Vice President of Allegheny International, Inc.; 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 69.
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 61.
Director since 1988; member of the Executive Committee.
President and Chief Executive Officer of the Company since 1990; formerly
President, PDM Plate Group since May 1987 and formerly Executive Vice
President of PDM Structural Group since April 1987. Mr. McKee joined the
Company in 1987. Prior to 1987, Mr. McKee was Secretary of Chicago Steel
Corporation since 1986; formerly a partner of Elbert and McKee Company since
1984; formerly a consultant with McKee and Associates since 1983; formerly
President of Hogan Manufacturing since 1980; and formerly President of Herrick
Corporation since 1973.
J. W. ROBINSON, age 66.
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 2001:
W. L. FRIEND, age 64.
Director since 1999; member of the Compensation and Employee Benefits
Committees.
Currently Consultant to Bechtel Group, Inc. and Director of Bechtel
National; Chairman of the University of California President's Council on the
National Laboratories; formerly President of Bechtel National from 1986 to
1992; Executive Vice President of Bechtel Group, Inc. from 1992 to 1996; and
Director, Principal of Bechtel Companies from 1983 to 1998.
2
<PAGE>
W. R. JACKSON, JR., age 67.
Director since 1982; member of the Nominating Committee.
Consultant and private investor; 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 91.
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 64.
Director since 1983; member of the Audit Committee.
Private investor and active in civic and community affairs; formerly
Assistant Secretary of the Company from 1987 to 1988.
Directors Whose Terms Expire in 2002:
V. G. BEGHINI, age 65
Director since 1997; member of the Audit and Compensation Committees.
Retired 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 57.
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 91.
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 from 1971 to 1988. Mr. Jackson has been with the Company since 1936 and
is the father of Mr. Jackson, Jr. and Mrs. Townsend.
W. E. LEWELLEN, age 74.
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.
3
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board met four times during 1999. The Board has five standing
committees: the Executive Committee, the Audit Committee, the Compensation
Committee, the Employee Benefits Committee and the Nominating Committee.
The Executive Committee generally supervises the management of the affairs
of the Company when the Board is not in session; it met four times during
1999. 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 1999. The Audit Committee consists of W. R.
Jackson (Chairman), A. J. Paddock, P. J. Townsend, W. E. Lewellen, and V. G.
Beghini.
The Compensation Committee is responsible for establishing key employee
salaries, bonuses and other compensation plans; it met four times in 1999. The
Compensation Committee consists of J. C. Bates (Chairman), W. R. Jackson, W.
E. Lewellen, R. W. Dean, V. G. Beghini, and W. L. Friend.
The Employee Benefits Committee is responsible for the administration of
employee welfare and benefits programs; it met one time in 1999. The Employee
Benefits Committee consists of W. R. Jackson (Chairman), P. O. Elbert, J. W.
Robinson, and W. L. Friend.
The Nominating Committee considers and recommends prospective nominees for
election to the Board of Directors; it met two times in 1999. The Nominating
Committee consists of A. J. Paddock (Chairman), W. R. Jackson, Jr., R. W.
Dean, and J. W. Robinson.
Nine of the twelve 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 plus 100 shares of
Common Stock; attendance fee per Board meeting, $1,000; Executive Committee
member annual retainer, $3,000 paid in quarterly installments; attendance fee
per meeting for Executive Committee, $800; fees for Chairmen of Compensation
and Nominating Committees, $1,000 paid in quarterly installments; 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 7, 2000. As of such date, the Company received no such stockholder
nominations.
4
<PAGE>
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 remaining 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 Common Stock, in lieu of cash, for a portion of the annual
retainer fee unless the Participant is eligible and elects to receive cash
compensation. To be eligible to receive cash compensation, the fair market
value of the Participant's holdings of 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 28, 2000, six of
the nine Participants have received stock, as required, in lieu of cash and
two Participants have elected to receive stock in lieu of all of their annual
retainer fees.
Compensation Committee Report on Executive Compensation
The Company's executive compensation plans and programs are administered by
the Compensation Committee (the "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 four components: 1) base salary; 2)
potential for an annual bonus under the Company's Management Incentive Plan
("MIP"); 3) stock-based incentives pursuant to the Company's Stock Option Plan
of 1990 ("SOP") and 4) stock-based incentives pursuant to the Company's Long
Term Incentive Stock Plan of 1997 (the "Long Term Incentive Plan "). The MIP,
SOP, and the 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, 1997, 1998 and 1999, as shown in the Summary Compensation Table.
All of the "Named Executive Officers" (defined below) participate in the
SOP. In 1999, no stock options were granted to any executive officer under the
SOP. The Company's SOP expired on February 15, 2000, hence no further options
may be granted under that plan. Options previously granted under that plan
each have an independent ten-year life from date of grant and, where
applicable to the Named Executive Officers, are reflected in the Summary
Compensation Table.
All of the "Named Executive Officers" (defined below) participate in the
Long Term Incentive Plan. Under the Long Term Incentive Plan, the Committee
may make grants of stock options or restricted stock which usually vest over a
five year period. The options generally expire within ten years of the grant
date. In 1999, no stock options or restricted shares were issued under the
Long Term Incentive Plan.
5
<PAGE>
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
1999, the Committee decided to increase the CEO's annual base salary by
$20,000.
All amounts paid or accrued during 1999 under the above described plans and
programs are included in the tables that follow.
Compensation Committee
J. C. Bates W. L. Friend
V. G. Beghini W. R. Jackson
R. W. Dean W. E. Lewellen
6
<PAGE>
Performance Graph
The following graph compares the cumulative total stockholders' return on
the Company's Common Stock from January 1, 1995 through December 31, 1999 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 of Pitt-Des Moines Appears Here]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Pitt-Des Moines, Inc................. 100.00 128.47 141.82 194.85 260.86 275.27
Dow Jones Industry................... 100.00 126.80 163.04 207.64 210.95 232.62
Industrial, Diversified Index
American Stock Exchange.............. 100.00 128.90 136.01 163.66 161.44 201.27
Market Value Index
</TABLE>
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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 December 31, 1994 in each of Pitt-Des Moines, Inc., the American
Stock Exchange Market Value Index and the Dow Jones Industry Group--
Industrial, Diversified Index.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the years ended December 31, 1997, 1998 and
1999, 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 $100,000
("Named Executive Officers") in all capacities in which they serve:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term All Other
Compensation(1) Compensation Awards Compensation(4)
--------------- ----------------------- ---------------
Securities
Restricted Underlying
Name and Principal Salary Bonus Stock Options
Position Year ($) ($) Awards ($) (#) ($)
- ------------------ ---- ------- ------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee............ 1999 391,671 400,000 -- -- 57,455
President & Chief 1998 380,000 380,000 -- -- 57,730
Executive Officer 1997 353,724 295,100 878,125(2) 200,000(3) 6,904
P. O. Elbert............ 1999 277,875 226,800 -- -- 30,266
Chairman of the Board 1998 270,000 216,000 -- -- 29,525
1997 256,875 171,400 351,250(2) 100,000(3) 8,152
R. A. Byers............. 1999 241,858 148,050 -- -- 22,662
Vice President Finance 1998 235,000 141,000 -- -- 21,679
and Treasurer 1997 223,625 111,900 210,750(2) 58,000(3) 8,467
T. R. Lloyd............. 1999 178,049 108,990 -- -- 17,777
General Counsel and 1998 173,000 103,800 -- -- 17,376
Secretary 1997 164,250 82,200 210,750(2) 58,000(3) 7,524
</TABLE>
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(1) Amounts shown include cash compensation earned and accrued in the year
indicated.
(2) The amounts reported in the table represent the market value at the date
of grant of restricted stock awards made under the Company's Long Term
Incentive Plan of 1997, without giving effect to the diminution in value
attributable to the restrictions on such stock. The restricted stock
awarded vests at 20% per year and vests only if the Company achieves a
certain level of annual net income in the five-year period ending December
31, 2002. During 1999, 20% or 18,800 shares vested for the Named Executive
Officers as a group. As of December 31, 1999, the Named Executive Officers
as a group held 75,200 shares of restricted stock of the Company with a
value of $1,851,800 as of December 31, 1999, which were individually held
as follows: Wm. W. McKee 40,000 shares ($985,000); P. O. Elbert 16,000
shares ($394,000); R. A. Byers 9,600 shares ($236,400); and T. R. Lloyd
9,600 shares ($236,400). The values in the table reflect the value of all
shares of restricted stock held by each Named Executive Officer as of
November 6, 1997, the date of the grant of the restricted stock. The
Company pays dividends to the holders of the restricted stock.
(3) Options granted under the Company's Long Term Incentive Plan of 1997 with
an exercise price of $17.56.
(4) Amounts shown in this column include Company contributions and other
allocations to defined contribution plans and related excess benefit
plans. Also shown in this column for years ended December 31, 1999 and
1998, respectively, are dividends paid to the holders of restricted stock
as follows: Wm. W. McKee--$34,000, $36,875; P. O. Elbert--$13,600,
$14,750; R. A. Byers--$8,160, $8,850; T. R. Lloyd--$8,160, $8,850.
8
<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 7,342,734 outstanding shares) and $10.00 per share, multiplied by
150,000; 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 7,342,734 outstanding shares) and $10.00 per share,
multiplied by 45,000 and 22,500, respectively; and 2) in the event of a change
in control of the Company, a three-year employment agreement. If employment is
terminated by the Company without "cause" or by such employee for "good
reason" during this three-year period, Messrs. Byers and Lloyd also would be
entitled to receive an amount equal to three times the total base salary and
bonus paid to them for their last full fiscal year prior to the change. In
addition, upon such termination, generally all unvested options will
immediately vest and become exercisable.
Option Grants Table and Option Exercises and Year-End Values Table
The following table sets forth information with respect to the Named
Executive Officers, concerning the grants and exercises of options during the
year ended December 31, 1999:
OPTION GRANTS IN LAST FISCAL YEAR
There were no stock options granted to the Named Executive Officers during
the year ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options At
Acquired Value Fiscal Year-End (#) Fiscal Year-End ($)(1)
on Exercise Realized ------------------------- -------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Wm. W. McKee............ 16,500 239,250 163,250 131,250 1,602,604 971,044
P. O. Elbert............ 42,500 560,675 42,500 135,000 434,813 1,202,025
R. A. Byers............. 15,600 237,000 49,600 34,800 515,478 245,862
T. R. Lloyd............. 3,500 42,158 37,700 34,800 353,061 245,862
</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.
9
<PAGE>
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--$391,671,
16 years; P. O. Elbert--$277,875, 8 years; R. A. Byers--$241,858, 33 years;
and T. R. Lloyd--$178,049, 23 years.
10
<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 4, 2000 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 5,800 Sole *
V. G. Beghini 3,659 Shared (16) *
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
W. E. Lewellen 1,305 Sole
1,200 Shared (12)
---------
2,505 Total *
T. R. Lloyd 49,028 Sole (2)
1,756 Shared (3)
---------
50,784 Total *
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 6.16
Directors, Nominees and
Executive Officers 1,361,649 Sole (2, 5 & 9)
as a Group (14 persons) 1,309,302 Shared (3-4, 6-8, 10-17)
---------
2,670,951 Total 36.33
</TABLE>
- --------
* Indicates beneficial ownership of less than one percent of the Company's
Common Stock.
11
<PAGE>
(1) Beneficial ownership is defined by the Securities and Exchange Commission
to include the power (whether sole or shared, direct or indirect, through
contract, arrangement, understanding or relationship) to vote, invest or
dispose of, or to direct the voting, investment or disposition of shares
of stock (including shares over which such person(s) has the right to
acquire beneficial ownership within 60 days of February 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, 61,380 shares; T. R. Lloyd, 49,028
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; T. R. Lloyd, 1,756
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) All such shares are jointly owned with the spouse of W. E. Lewellen.
(13) Includes 612 shares owned by the spouse of A. J. Paddock, as to which
shares he disclaims beneficial ownership.
(14) 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.
(15) Includes 34,134 shares held in a trust in which P. J. Townsend is co-
trustee, as to which shares she disclaims beneficial ownership.
(16) Includes 3,659 shares owned by the spouse of V. G. Beghini, as to which
shares he disclaims beneficial ownership.
(17) All such shares are jointly owned with the spouse of W. L. Friend.
12
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth those persons who may be deemed to have
beneficial ownership (as of February 4, 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>
Percentage of
Name and Address of Amount and Nature Outstanding
Beneficial Owner of Beneficial Ownership Shares
- ------------------- ------------------------ -------------
<S> <C> <C> <C>
W. R. Jackson, Jr.
(1, 2) 269,024 Sole
3400 Grand Avenue 601,786 Shared
------------
Pittsburgh, PA 15225 870,810 Total 11.85
W. R. Jackson (1, 2) 407,884 Sole
3400 Grand Avenue 245,537 Shared
------------
Pittsburgh, PA 15225 653,421 Total 8.89
P. J. Townsend (1, 2) 238,254 Sole
3400 Grand Avenue 214,644 Shared
------------
Pittsburgh, PA 15225 452,898 Total 6.16
Dimensional Fund
Advisors, Inc. (3) 586,900 Total 7.99
1299 Ocean Avenue
Santa Monica, CA 90401
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.
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee of the Board consists of J. C. Bates (Chairman),
W. R. Jackson, V. G. Beghini, R. W. Dean, W. L. Friend, and W. E. Lewellen.
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).
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Proposal 2
The Board of Directors recommends that the stockholders ratify the
appointment of Ernst & Young LLP as independent auditors to audit the
consolidated financial statements of the Company for the year ending December
31, 2000. This firm has served as independent 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, 1999 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 ratification of Ernst & Young LLP as
independent auditors requires 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 this 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 or 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 enclosed proxy card 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.
Abstentions
Under the Company's Amended and Restated 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
14
<PAGE>
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 fiscal year ended
December 31, 1999 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 2001
Annual Meeting of 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.
15
<PAGE>
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PITT-DES MOINES, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 2000
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 Woodlands Conference Center, 2301
North Millbend, The Woodlands, Texas, on May 4, 2000, 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., 1450 Lake Robbins Drive, Suite 400, The Woodlands, Texas
77380
(Continued and to be dated and signed on reverse side)
................................................................................
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Please mark
your votes [X]
as this
AUTHORITY
WITHHELD
FOR (to vote
all all
nominees nominees) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to ratify [ ] [ ] [ ]
Directors for a the appointment of
three-year term Ernst & Young LLP as
expiring in 2003. independent auditors
for the Company for
To withhold authority the year ending
to vote for any December 31, 2000.
individual nominee,
strike a line through 3. Upon such other
that nominee's name. matters as may
properly come before
Nominees: J. C. Bates P. O. Elbert the meeting or any
Wm. W. McKee J. W. Robinson adjournment.
Signature(s) ________________________________________________________________________ Dated _____________________, 2000
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
</TABLE>
- ---
<PAGE>
PITT-DES MOINES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 2000
EMPLOYEE STOCK OWNERSHIP PLAN
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
March 13, 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 April 28, 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
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Please mark
your votes [X]
as this
AUTHORITY
WITHHELD
FOR (to vote
all all
nominees nominees) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to ratify [ ] [ ] [ ]
Directors for a the appointment of
three-year term Ernst & Young LLP as
expiring in 2003. independent auditors
for the Company for
To withhold authority the year ending
to vote for any December 31, 2000.
individual nominee,
strike a line through 3. Upon such other
that nominee's name. matters as may
properly come before
Nominees: J. C. Bates P. O. Elbert the meeting or any
Wm. W. McKee J. W. Robinson adjournment.
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 Annual 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
</TABLE>
