<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
/X/ Definitive Proxy Statement by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WTD INDUSTRIES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
[WTD Logo]
WTD INDUSTRIES, INC.
LINCOLN TOWER, SUITE 900
10260 S.W. GREENBURG ROAD
PORTLAND, OREGON 97223
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 26, 1995
------------------------
To Our Shareholders:
WTD Industries, Inc. will hold its annual meeting of shareholders at 10:00
a.m. on Tuesday, September 26, 1995, at the Holiday Inn Crowne Plaza, 14811
Kruse Oaks Blvd., Lake Oswego, Oregon 97035, for the following purposes:
1. To elect directors.
2. To ratify the appointment of Moss Adams as the Company's independent
auditors for the year ending April 30, 1996.
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on July 28, 1995, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
Whether you expect to attend the annual meeting or not, your vote is
important. Accordingly, we ask that you sign and date the enclosed proxy card
and return it in the enclosed envelope. If you do attend the meeting and wish to
vote in person, you may revoke your proxy at that time.
Robert J. Riecke
SECRETARY
Portland, Oregon
August 14, 1995
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
WTD INDUSTRIES, INC.
LINCOLN TOWER, SUITE 900
10260 S.W. GREENBURG ROAD
PORTLAND, OREGON 97223
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 26, 1995
------------------------
The mailing address of the principal executive offices of the Company is P.O.
Box 5805, Portland, Oregon 97228-5805. The approximate date this proxy statement
and the accompanying proxy form are first being sent to shareholders is August
14, 1995.
SOLICITATION AND REVOCABILITY OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of WTD
Industries, Inc., an Oregon corporation, for use at the annual meeting of
shareholders to be held on September 26, 1995. The Company will bear the cost of
preparing and mailing the proxy material furnished by the Company in connection
with the annual meeting. Proxies will be solicited by use of the mails. Officers
and employees of the Company may also solicit proxies by telephone or personal
contact. Copies of solicitation materials will be furnished to fiduciaries,
custodians, and brokerage houses for forwarding to beneficial owners of the
stock held in their names.
Any person giving a proxy may revoke it at any time before its exercise by
filing with the Company, attention Robert J. Riecke, Secretary, an instrument of
revocation or a duly executed proxy bearing a later date. A shareholder may also
revoke the proxy by affirmatively electing to vote in person at the meeting.
However, a shareholder who attends the meeting need not revoke his proxy and
vote in person unless he wishes to do so. All valid, unrevoked proxies will be
voted at the annual meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Common Stock, no par value ("Common Stock"), is the only outstanding
voting security of the Company entitled to vote at the annual meeting. The
record date for determining holders of Common Stock entitled to vote at the
annual meeting was July 28, 1995. On that date there were 11,077,074 shares of
Common Stock outstanding entitled to one vote per share. The Common Stock does
not have cumulative voting rights.
Each holder of Common Stock may vote, in person or by proxy, the number of
shares owned by such shareholder, for as many persons as there are Directors to
be elected. Directors are elected by a plurality of the
--------------
1
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
votes cast by shares entitled to vote in the election at a meeting at which a
quorum is present. Only votes cast in favor of a nominee will affect the
outcome. Therefore, abstention from voting or nonvoting by brokers will have no
effect.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
NOMINEES FOR DIRECTOR
The nominees for director are listed below. Information about each nominee is
contained in the section entitled "Directors and Executive Officers."
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Director
Name Since
----------------------------------------------------------------------------
<S> <C>
H. Raymond Bingham........................................... 1988
Scott Christie............................................... 1988
William H. Wright............................................ 1992
----------------------------------------------------------------------------
</TABLE>
The composition of the Board of Directors of the Company is determined by the
Company's Fourth Restated Articles of Incorporation and Article XII of its
Second Amended Joint Plan of Reorganization (the "Plan"). The Plan provides that
from its Effective Date until the Company's 1995 annual meeting of shareholders,
the Board of Directors of the Company shall consist of seven positions,
including six that existed prior to the Effective Date, and the seventh to be
filled by certain creditors of the Company. Mr. Howard E. Leppla, who was named
as director by these creditors, resigned his directorship effective July 6,
1995.
The Plan also provides that at the annual meeting of shareholders in calendar
year 1995, three Board seats, including that held by Mr. Leppla, shall be filled
by election of the shareholders, with the remaining four seats to be filled at
the 1996 annual meeting. Directors elected in 1995 will serve a two year term.
The Board has nominated Messrs. Bingham, Christie, and Wright, its three
non-employee members, for election in 1995. Pursuant to the Company's Bylaws,
the vacant position is expected to be filled by action of the Board at such time
a suitable candidate is identified, for a term expiring in 1996.
In the event the Company fails to make a certain number of scheduled dividend
payments or if a certain financial ratio covenant violation has occurred and is
continuing on its Series A preferred stock, holders of such stock may, under the
circumstances and in the manner provided in the Company's Fourth Restated
Articles of Incorporation, elect a majority of the Board of Directors by
replacing incumbent Board members or increasing the size of the Board.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met three times during fiscal 1995. Each director
attended all of the meetings of the Board and the committees of which he was a
member.
--------------
2
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
The Board of Directors has standing Audit and Compensation Committees. The
Audit Committee meets from time to time with management, internal auditors, and
the Company's independent accountants to consider financial and accounting
matters. The Audit Committee reviews the scope, timing, and fees for the annual
audit. It also reviews policies and procedures respecting the Company's internal
auditing, accounting, and financial controls. The Audit Committee consists of
directors Bingham, Riecke, and Wright and met three times in fiscal 1995.
The Compensation Committee reviews executive compensation matters and makes
recommendations to the Board. This Committee also administers the Company's
Stock Option Plan. The Compensation Committee met twice in fiscal 1995. The
Compensation Committee consists of directors Bingham, Christie, and Wright.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH NOMINEE NAMED ABOVE. Proxies will be voted for election of directors in
accordance with the instructions specified in the proxy form. If no instructions
are given, proxies will be voted FOR the election of the nominees named above.
If for some unforeseen reason one or more of the nominees withdraws as a
candidate for director, the number of directors constituting the Board of
Directors may be reduced prior to the meeting or the proxies may be voted for
such other candidate or candidates as may be nominated by the Board of
Directors, in accordance with the authority conferred in the proxy.
INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
The Board of Directors has appointed Moss Adams as independent auditors for
the year ending April 30, 1996, subject to ratification by the shareholders. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF
MOSS ADAMS AS INDEPENDENT AUDITORS. In the absence of contrary instruction,
shares represented by the proxies will be voted FOR the ratification of the
appointment of Moss Adams.
Moss Adams has audited the Company's financial statements for the 13 years
ended April 30, 1995. Representatives of Moss Adams are expected to be present
at the annual meeting, will have an opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions from
shareholders.
--------------
3
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Name Age Position
---------------------------------------------------------------------------------
<S> <C> <C>
H. Raymond Bingham............... 49 Director
Scott Christie................... 46 Director
Bruce L. Engel................... 54 Director and President
L. Robert Hoffman................ 42 Vice President
David J. Loftus.................. 53 Treasurer
K. Stanley Martin................ 53 Director, Vice President-Finance
and Chief Financial Officer
Robert J. Riecke................. 45 Director, Vice
President-Administration, General
Counsel and Secretary
John C. Stembridge............... 36 Vice President-Sales and
Marketing
James R. Wilson.................. 45 Vice President-Timber
William H. Wright................ 60 Director
---------------------------------------------------------------------------------
</TABLE>
H. Raymond Bingham has been a director of the Company since 1988. He is
currently executive vice president-chief financial officer of Cadence Design
Systems, Inc., a manufacturer of electronic design software. Mr. Bingham was
formerly executive vice president and chief financial officer of Red Lion Hotels
and Inns, a Vancouver, Washington based hotel chain, a position he held until
1993. Mr. Bingham was also formerly managing director of Agrico Overseas
Investment Company where he was in charge of development of industrial projects.
Scott Christie has been a director of the Company since 1988. Mr. Christie is
currently general partner of Christie Capital Management. From 1987 until 1994,
Mr. Christie was engaged as an investment advisor for his own account and the
account of other individuals. From 1983 until 1987, Mr. Christie was senior vice
president of Kidder, Peabody & Co. Incorporated, an investment banking firm. Mr.
Christie headed Kidder, Peabody's underwriting team for the Company's initial
public offering and 1987 debenture offering.
Bruce L. Engel, the Company's founder, has been president and a director of
the Company since its inception. Mr. Engel, a graduate of the University of
Chicago Law School, practiced business and corporate law, including
representation of clients in the wood products industry, from 1964 to 1984. Mr.
Engel became engaged in sawmill operations in 1981 with the acquisition of a
mill in Glide, Oregon, now owned by a subsidiary of the Company. Mr. Engel is
involved in various other businesses. Mr. Engel is president and a director of
Encore Group, Inc. Mr. Engel is a former executive officer of Kimber of Oregon,
Inc., a company which filed a petition under Chapter 7 of the U.S. Bankruptcy
Code in January 1991.
L. Robert Hoffman is vice president of the Company, a position held since
January 1988. Mr. Hoffman is responsible for financial reporting and other
accounting matters for the Company. From 1985 to 1988, Mr. Hoffman was an
assistant vice president specializing in acquisitions and business development
for
--------------
4
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
PacifiCorp's international telecommunications subsidiaries. From 1984 to 1985,
he was manager of corporate planning for PacifiCorp and from 1983 to 1984 was
director of financial services for Nerco, Inc., a company engaged in mining and
resource development operations. Mr. Hoffman's earlier experience includes
logging and manufacturing management responsibilities for Simpson Timber
Company.
David J. Loftus was appointed treasurer of the Company in October 1993 and
continues to serve as vice president-finance of TreeSource, the Company's
marketing subsidiary, a position he has held since May 1986. As treasurer, Mr.
Loftus is primarily responsible for cash management matters and credit and
banking relationships. For the eight years prior to joining TreeSource, Mr.
Loftus served as the assistant treasurer for a publicly-traded company with
operations in the forest products industry.
K. Stanley Martin is vice president-finance of the Company, a position held
since September 1983, and has been chief financial officer since April 1991. Mr.
Martin has been a director of the Company since January 1994. Mr. Martin is
responsible for all financial affairs of the Company. For the eleven years prior
to 1983, Mr. Martin served as a financial officer for publicly-traded companies
having all or a substantial portion of their operations in the forest products
industry. Mr. Martin is a certified public accountant.
Robert J. Riecke became vice president-administration of the Company in May
1989, has been general counsel of the Company since January 1987, assistant
secretary from March 1983 until January 1994, and a director of the Company
since March 1986. Mr. Riecke was named corporate secretary in January 1994. Mr.
Riecke has primary responsibility for the Company's legal, risk management,
environmental compliance, investor relations, and human resources functions.
From 1976 through 1986, Mr. Riecke was in private law practice. Since 1983, Mr.
Riecke has devoted much of his professional endeavors to legal matters relating
to the Company and its subsidiaries. Mr. Riecke is a graduate of the University
of Illinois School of Law.
John C. Stembridge was appointed vice president-sales and marketing of the
Company in February 1995. Mr. Stembridge joined TreeSource, the Company's
marketing subsidiary, in 1989 and continues to serve as its vice president and
general manager, a position he has held since June 1991. Mr. Stembridge has
primary responsibility for managing all aspects of the Company's lumber sales
and transportation. For the nine years prior to joining TreeSource, Mr.
Stembridge was involved in domestic and export lumber sales, primarily with
North Pacific Lumber Co.
James R. Wilson was appointed vice president-timber of the Company in October
1993. Mr. Wilson has primary responsibility for the Company's timber supply
program. Prior to his present position, Mr. Wilson served at both mill and
corporate levels of WTD Industries commencing in February 1992. Prior to 1992,
Mr. Wilson served as general manager of Estacada Lumber Company, a division of
RSG Forest Products. From 1973 to 1984, Mr. Wilson was involved in all phases of
the wood products industry with Crown Zellerbach Corporation.
William H. Wright has been a director of the Company since April of 1992. Mr.
Wright has held a variety of management positions in the forest products
industry since 1957. He is currently president of Heartwood Consulting Service,
which advises forest products clients. From 1989 until 1994, he was president
and chief executive officer of Dee Forest Products Inc., a manufacturer of
hardboard and related products. From 1984 to 1989, Mr. Wright was general
manager of Stevenson Co-Ply Inc., a manufacturer of veneer and plywood.
--------------
5
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
REPORTING OF SECURITIES TRANSACTIONS
Under the federal securities laws, officers and directors of the Company and
persons holding more than 10% of the Company's Common Stock are required to
report, within specified monthly and annual due dates, their initial ownership
in the Company's Common Stock and all subsequent acquisitions, dispositions, or
other transfers of beneficial interests therein, if and to the extent reportable
events occur which require reporting by such due dates. The Company is required
to describe in this section whether, to its knowledge, any person required to
file such a report may have failed to do so in a timely manner.
Based solely on its review of the copies of such forms received by it and
written representations that no other reports were required for those persons,
the Company believes that, during fiscal 1995, all Section 16(a) filing
requirements applicable to its executive officers, directors, and owners of more
than 10% of the Company's Common Stock were complied with.
EXECUTIVE COMPENSATION
STOCK OPTION PLAN SUMMARY
The following table shows the cash and non-cash compensation paid by the
Company for the last three fiscal years to the chief executive officer and the
four other most highly compensated executive officers:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Annual Compensation
-------------------------------
Name and Principal Position Year Salary Bonus
----------------------------------------------------------------------------
<S> <C> <C> <C>
Bruce L. Engel 1995 $ 300,000 $ 48,200
President 1994 $ 300,000 $ 151,936
1993 $ 300,000 $ 100,553
K. Stanley Martin 1995 $ 120,000 $ 19,280
Vice President-Finance and 1994 $ 104,250 $ 51,659
Chief Financial Officer 1993 $ 89,958 $ 39,216
Robert J. Riecke 1995 $ 132,000 $ 21,209
Vice President-Administration, 1994 $ 132,000 $ 66,853
General Counsel and Secretary 1993 $ 123,500 $ 48,484
John C. Stembridge 1995 $ 86,667 $ 15,539
Vice President-Sales and Marketing 1994 $ 80,000 $ 45,944
1993 $ 76,667 $ 38,303
James R. Wilson 1995 $ 85,833 $ 12,853
Vice President-Timber 1994 $ 70,250 $ 41,245
1993 $ 54,000 $ 11,058
----------------------------------------------------------------------------
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
No executive officer named above received option grants during the fiscal
year ended April 30, 1995.
--------------
6
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises for the last
fiscal year by the named executive officers and the value of such officers'
unexercised options as of April 30, 1995:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at April 30, In-the-Money Options
1995 at April 30, 1995
Shares Acquired ------------------------ ------------------------
Name or Exercised Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bruce L. Engel -- 230,400 153,600 $ 45,653 $ 30,435
K. Stanley Martin -- 24,200 7,600 $ 13,010 $ 1,900
Robert J. Riecke -- 27,400 7,600 $ 15,550 $ 1,900
John C. Stembridge -- 6,000 4,000 $ -- $ --
James R. Wilson -- 6,000 4,000 $ -- $ --
-----------------------------------------------------------------------------------------
</TABLE>
BENEFITS
The Company maintains an IRC Section 401(k) retirement savings plan under
which employees, including executive officers, are permitted to make salary
deferral contributions. Executive officers are not entitled to employer matching
contributions pursuant to this plan. The Company pays the costs of
administration of the retirement savings plan.
COMPENSATION OF DIRECTORS
Each of the Company's outside directors is paid an annual retainer of $15,000
for attending up to six Board meetings, plus $750 for each additional meeting
attended and $225 for each telephone conference meeting attended or written
consent minutes executed. Directors who are also employees of the Company do not
receive additional compensation for their services as directors. Pursuant to the
Company's Stock Option Plan, directors who are not employees of the Company each
received initial option grants with respect to 35,000 shares of the Company's
Common Stock and are entitled to receive option grants with respect to 10,000
shares in subsequent fiscal years to a maximum aggregate of 80,000 shares. Each
director was granted options with respect to 10,000 shares in fiscal 1995.
EXECUTIVE BONUSES
Monthly discretionary bonuses are paid to the Company's executive officers,
as well as other management and administrative employees, pursuant to the
Company's profit sharing bonus plan. The bonuses are based upon net pretax
profits and are generally allocated according to base salary level. Bonuses paid
to executive officers for services rendered to the Company during the year ended
April 30, 1995 are included in the amounts shown in the "Summary Compensation
Table."
STOCK OPTION PLAN
In July 1986 the Company adopted a Stock Option Plan ("Option Plan"). The
Option Plan was amended by the Company's Chapter 11 Plan of Reorganization to
(a) increase to 1,245,900 the number of shares available for grant, (b) provide
for the grant of nonqualified stock options, as well as incentive stock options,
(c) permit nonemployee agents, consultants, and independent contractors to
participate in the
--------------
7
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
Option Plan and (d) provide automatic initial and annual option grants in
defined amounts to the Company's non-employee directors. The purpose of the
Option Plan is to motivate special achievement by the Company's officers and key
employees by encouraging them to acquire an equity interest in the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is composed of Mr.
Bingham, Mr. Christie, and Mr. Wright. The Compensation Committee determines
compensation for executive officers, including executive officers who are
directors. It also administers the Company's Option Plan.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of three independent non-employee
directors.
The Compensation Committee is responsible for recommending to the full Board
of Directors, for its approval, the base compensation for all executive
officers. Executive officers who serve on the Company's Board of Directors do
not participate in any deliberations or decisions regarding their own
compensation. The Compensation Committee receives recommendations from the Chief
Executive Officer regarding appropriate levels of base compensation for the
other executive officers.
Awards to executive officers (and other employees) under the Company's 1986
Amended and Restated Stock Option Plan are made by the Compensation Committee
acting as an Administrative Committee.
The Company's executive officer compensation policies are designed to
attract, motivate, and retain senior management by providing an opportunity for
overall competitive compensation based on an adequate base compensation amount
and participation in a profit based bonus system in effect for all salaried
employees of the Company.
The profit sharing component of the overall compensation system is designed
to reward all salaried employees, including executive officers, in relation to
the Company's monthly performance and to encourage salaried employees at all
levels of the Company to work together for the common goal of maximizing
profits. Salaried employees at the WTD corporate level (including all executive
officers) receive 10% of monthly consolidated pre-tax profits, allocated
according to base salary level.
It is the Company's practice to participate in and use, as a basis for
comparison, an analysis of executive compensation in the Northwest prepared by
the compensation consulting group of Milliman & Robertson, Inc. This analysis is
useful in establishing base salary levels and monitoring overall compensation
levels as compared to other publicly-traded companies of similar size. Executive
officers' compensation paid during fiscal 1995, with respect to both base and
total cash compensation, was below the median levels published in the 1994/1995
Milliman & Robertson compensation survey of all industries.
The Company also uses long term stock-based incentive opportunities in the
form of options to purchase the Company's Common Stock. The Company's Amended
and Restated 1986 Stock Option Plan provides for the grant of stock options to
employees of the Company to purchase shares of the Company's Common Stock
subject to minimum exercise price limitations imposed by the Company's Plan of
Reorganization. Stock option awards are determined on a discretionary basis by
the Compensation Committee. No stock options were awarded to executive officers
during the 1995 fiscal year.
--------------
8
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
Stock options remaining available for grant to employees (including executive
officers) have a minimum exercise price of the greater of 85% of the fair market
value per share of the Company's stock at the time of grant or $3.00 per share.
The Committee believes that stock-based performance compensation arrangements
are beneficial in aligning management's and shareholders' interests in the
advancement of shareholder value.
WTD provides the same group life and health insurance coverage to executive
officers as other employees and requires all employees, including executive
officers, to pay approximately 25% of health insurance premiums by payroll
deduction.
The Company allows its executive officers and all other employees to
contribute a percentage of their compensation to the Company-sponsored 401(k)
Retirement Savings Plan. Executive officers and other salaried employees are not
generally entitled to matching contributions.
Neither the executive officers nor other employees are covered by any other
Company-sponsored retirement plans.
CHIEF EXECUTIVE OFFICER COMPENSATION
All of the policies described above apply to Mr. Engel's compensation. No
additional benefits or requirements specifically apply to the chief executive
officer.
Mr. Engel's 1995 base salary of $300,000 is below the median for chief
executive officers of comparably sized public companies, as published by the
Milliman & Robertson compensation survey. Mr. Engel received a cash bonus of
$48,200 during fiscal 1995 under the profit sharing plan described above,
reflecting profitable operations during the first half of the fiscal year. Mr.
Engel's bonus and total compensation amounts were below the published median
levels.
--------------
9
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
The following graph provides a comparison of the five-year cumulative total
return (assuming reinvestment of dividends) for the STANDARD & POOR'S 500 INDEX,
the STANDARD & POOR'S PAPER & FOREST PRODUCTS INDEX, and the Company:
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
S&P PAPER & FOREST PRODUCTS
WTD INDUSTRIES, INC. S&P 500 INDEX INDEX
<S> <C> <C> <C>
Apr-90 100.00 100.00 100.00
Apr-91 18.64 117.62 118.56
Apr-92 18.64 134.12 149.75
Apr-93 15.25 146.51 153.61
Apr-94 16.61 154.30 154.26
Apr-95 9.49 181.26 185.48
</TABLE>
--------------
10
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows beneficial ownership of the Company's Common Stock
by each director, shareholders known to the Company to beneficially own more
than 5% of the Common Stock, by the executive officers named in the Summary
Compensation Table, and all directors and officers as a group. Except as
otherwise specifically noted, each person noted below has sole investment and
voting power with respect to shares indicated.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Amount and Nature
of Beneficial
Name and Address of Beneficial Owner Ownership (3) Percent
-------------------------------------------------------------------------------
<S> <C> <C>
INVISTA Capital Management, Inc., a
subsidiary of Principal Mutual Life
Insurance Company
1500 Hub Tower
699 Walnut
Des Moines, IA 50309 828,111(1) 7.5%
Howard E. Leppla
3224 Skycroft Drive
Minneapolis, MN 55418 649,259(2) 5.8%
-------------------------------------------------------------------------------
<CAPTION>
Amount and Nature
of Beneficial
Name of Directors and Executive Officers Ownership (3)(4) Percent
<S> <C> <C>
-------------------------------------------------------------------------------
H. Raymond Bingham 64,000 0.6%
Scott Christie 55,400 0.5%
Bruce L. Engel (5) 616,440 5.5%
K. Stanley Martin 27,200 0.3%
Robert J. Riecke 27,400 0.3%
John C. Stembridge 7,300 0.1%
James R. Wilson 6,100 0.1%
William H. Wright 55,000 0.5%
All directors and executive officers
as a group (10 persons) 890,240 7.7%
-------------------------------------------------------------------------------
(1) As determined by reference to the beneficial owner's most recent 13 D or G
filing.
(2) Mr. Leppla shares with his spouse Mary Leppla voting and investment power
as to 608,009 shares beneficially owned. Includes 41,250 shares reserved
for issuance to Mr. Leppla under stock options exercisable within 60 days
of July 10, 1995. Mr. Leppla was a director of the Company from November
30, 1992 until his resignation on July 6, 1995.
(3) Beneficial Ownership is calculated as of July 10, 1995.
(4) Includes shares reserved for issuance under options exercisable within 60
days of July 10, 1995 as follows: Mr. Bingham 55,000; Mr. Christie 55,000;
Mr. Engel 230,400; Mr. Martin 24,200; Mr. Riecke 27,400; Mr. Stembridge
6,000; Mr. Wilson 6,000; and Mr. Wright 55,000.
(5) Mr. Engel shares with his spouse Teri E. Engel voting and investment power
as to 386,040 shares beneficially owned. See Note 4 above for details of
individual option rights. Certain of Mr. Engel's shares are pledged to
third parties in connection with certain personal obligations.
-------------------------------------------------------------------------------
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
--------------
11
<PAGE>
NOTICE AND PROXY STATEMENT WTD INDUSTRIES, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders provides for the
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any matters to be presented at the
meeting other than those referred to above. However, the enclosed proxy gives
discretionary authority in the event that any other matters should be presented.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be considered for inclusion in proxy material
for the Company's September 1996 annual meeting must be received at the
principal executive offices of the Company not later than April 10, 1996.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING OF SHAREHOLDERS, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S
FISCAL YEAR ENDED APRIL 30, 1995. WRITTEN REQUESTS SHOULD BE MAILED TO THE
SECRETARY, WTD INDUSTRIES, INC., P.O. BOX 5805, PORTLAND, OREGON 97228.
By Order of the Board of Directors
Robert J. Riecke
Secretary
August 14, 1995
--------------
12
<PAGE>
I plan to attend
the meeting.
/ /
1. ELECTION OF DIRECTORS NOMINEES: H. Raymond Bingham, Scott Christie,
William H. Wright
FOR all the WITHHOLD
nominees listed AUTHORITY
(except as marked to vote for all
to the contrary) nominees listed
/ / / /
(To withhold your vote for any individual nominee, strike a line through the
nominee's name in the list above.)
2. PROPOSAL TO RATIFY THE APPOINTMENT
OF INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
/ / / / / /
Please sign exactly as your name appears on this card. Persons signing as
executor, administrator, trustee, guardian or in any other official or
representative capacity should sign their full title.
Receipt is acknowledged of the notice and proxy statement
relating to this meeting.
Date: ______________________________, 1995
__________________________________________
Signature(s)
__________________________________________
Please mark, date, sign and return the proxy promptly.
PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
WTD INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
HOLIDAY INN CROWNE PLAZA
14811 KRUSE OAKS BLVD.
LAKE OSWEGO, OREGON
TUESDAY, SEPTEMBER 26, 1995
10:00 A.M. PACIFIC TIME
<PAGE>
WTD INDUSTRIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING
SEPTEMBER 26, 1995
The undersigned, revoking all prior proxies, hereby appoints Bruce L.
Engel and Robert J. Riecke, and each of them, as proxies, with full power of
substitution, to vote on behalf of the undersigned at the Annual Meeting of
Shareholders of WTD Industries, Inc. (the "Company") to be held on Tuesday,
September 26, 1995 or at any adjournments thereof, all shares of the
undersigned in the Company. The Proxies are instructed to vote as indicated
on the reverse hereof.
The shares represented by this proxy will be voted in accordance with the
instructions given.
This Proxy is solicited on behalf of the Company's Board of Directors. The
Board of Directors recommends a vote FOR all the Nominees and FOR the
Proposal.
Unless contrary instructions are given, the shares will be voted for the
Nominees, for the Proposal, and on any other business that may properly come
before the meeting or any adjournments thereof in accordance with the
recommendations of management.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE.)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
WTD INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
HOLIDAY INN CROWNE PLAZA
14811 KRUSE OAKS BLVD.
LAKE OSWEGO, OREGON
TUESDAY, SEPTEMBER 26, 1995
10:00 A.M. PACIFIC TIME
