<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MINUTEMAN INTERNATIONAL INC.
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MINUTEMAN INTERNATIONAL INC.
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $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:
- - --------------------------------------------------------------------------------
[ ] 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:
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<PAGE> 2
Minuteman Logo
MINUTEMAN INTERNATIONAL, INC.
111 SOUTH ROHLWING ROAD
ADDISON, IL 60101
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- - --------------------------------------------------------------------------------
TO BE HELD ON APRIL 25, 1997
Dear Shareholder:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Minuteman
International, Inc., (the "Company"), an Illinois corporation, will be held on
Friday, April 25, 1997, at 10:00 a.m., Central Daylight Savings Time, at Bank of
America, 231 South LaSalle Street, Chicago, Illinois 60697 (Shareholders Meeting
Room, Twenty First Floor) for the following purposes:
1. To elect the five members of the Company's Board of Directors.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for fiscal year, 1997.
3. To ratify the amendment to the Articles of Incorporation in regards to
Director liability.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The close of business on March 1, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
All shareholders are cordially invited to attend the meeting in person.
However, whether or not you plan to attend this meeting, please sign, date and
return the accompanying proxy in the enclosed self-addressed postage prepaid
envelope. You have the power to revoke your proxy at any time before it is
voted, and the giving of a proxy will not affect your right to vote in person if
you attend the meeting.
By Order of the Board of Directors
Jerome E. Rau
Jerome E. Rau
President & Chief Executive Officer
Addison, Illinois
March 15, 1997
<PAGE> 3
MINUTEMAN INTERNATIONAL, INC.
111 SOUTH ROHLWING ROAD
ADDISON, ILLINOIS 60101
------------------------------------
PROXY STATEMENT
------------------------------------
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Minuteman International, Inc. (the "Company"), of
proxies to be voted at the Annual Meeting of Shareholders of Minuteman
International, Inc. at 10:00 A.M. Central Daylight Savings Time, to be held at
Bank of America, 231 South LaSalle Street, Chicago, Illinois 60697 (Shareholders
Meeting Room - Twenty First Floor) on Friday, April 25, 1997, and at any and all
adjournments of such meeting. A Notice of Annual Meeting and form of proxy
accompany this Proxy Statement.
INFORMATION CONCERNING SOLICITATION AND VOTING RIGHTS
This Proxy Statement and a proxy card were mailed on or about March 15,
1997, to all holders of common stock, (the "Common Stock"), of the Company
entitled to vote at the Annual Meeting. This Proxy Statement provides
information relating to the business to be transacted at the Annual Meeting.
Only shareholders of record at the close of business on March 1, 1997, are
entitled notice of and to vote at the meeting. As of such date, there were
3,568,385 shares of common stock outstanding. Each share of Common Stock
entitles the holder to one vote upon all matters to be acted upon at the
meeting. The presence at the meeting, in person or by proxy, of a majority of
such outstanding shares shall constitute a quorum.
A PROXY CARD IS ENCLOSED FOR YOUR USE. YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, WHICH IS POSTAGE PAID IF MAILED IN THE UNITED STATES.
You have three choices of each matter to be voted on at the Annual Meeting.
As to the election of directors, you may vote by checking the appropriate box on
your proxy card: (i) to vote for all of the director nominees as a group; or
(ii) to withhold authority to vote for all director nominees as a group; or
(iii) to withhold authority to vote for any individual nominee by writing that
nominee's name on the appropriate line. Concerning the other items, you may vote
by checking the appropriate box: (i) to vote "FOR" the item, (ii) to vote
"AGAINST" the item, or (iii) to "ABSTAIN" from voting on the item.
You may revoke your proxy at any time before it is actually voted on at the
Annual Meeting by delivering written notice of revocation to the Secretary of
the Company, by submitting a subsequently dated proxy, or by attending the
meeting and withdrawing the proxy. Each unrevoked proxy card properly executed
and received prior to the close of the meeting will be voted as indicated. Where
specific instructions are not indicated, the proxy will be voted "FOR" the
election of all directors as nominated and "FOR" the other proposals set forth
in this Proxy Statement.
The expense of preparing, printing and mailing this Proxy Statement will be
paid by the Company. In addition, proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without additional
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<PAGE> 4
compensation, personally or by telephone or telegram. The Company will
reimburse banks, brokerage firms and other custodians, nominees, and
fiduciaries for their costs in sending the proxy materials to the beneficial
owners of the Common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holders of Common Stock as of March 1,
1997, (i) by each person who held of record, or was known by the Company to own
beneficially, more than five percent of the outstanding Common Stock of the
Company, (ii) by each director, and (iii) by all directors and officers as a
group. Unless otherwise indicated, all shares are owned directly.
<TABLE>
<CAPTION>
AMOUNT & NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP OF CLASS
--------------------------------------- ----------------------- --------
<S> <C> <C> <C>
Hako-Werke International GmbH(2) 2,602,250 72.93%
Jerome E. Rau 253,250 7.10%
Frederick W. Hohage 2,500 .07%
James C. Schrader, Jr. 2,000 .05%
Frank R. Reynolds 100 .01%
All Directors and Officers as a Group (10 persons)(3) 2,863,320 80.24%
</TABLE>
(1) Company address unless otherwise designated.
(2) Hako-Werke International GmbH is a wholly-owned subsidiary of Hako Werke, a
German Corporation.
(3) The shares owned by Jerome E. Rau, Frederick W. Hohage, James C. Schrader,
Jr., Frank R. Reynolds and the shares owned by Hako-Werke International
GmbH, for which Tyll Necker, a director of the Company, serves as Chief
Executive Officer are included in the information for directors and officers
as a group.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
Five (5) directors are to be elected at the Annual Meeting to serve until
the next Annual Meeting of Shareholders or until their respective successors are
duly elected and qualified. All the nominees are currently members of the Board
of Directors. Approval of any nominee requires the affirmative vote of a
majority of the votes cast by the holder of the outstanding shares of common
stock. In the event any nominee is unable to serve, the proxies will be voted
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<PAGE> 5
for a substitute nominee, if any, to be designated by the Board of Directors.
The Board of Directors has no reason to believe that any nominee will be
unavailable.
<TABLE>
<CAPTION>
DATE OF ELECTION TO THE
NAME AGE POSITION WITH THE COMPANY BOARD OF DIRECTORS
---- --- ------------------------- -----------------------
<S> <C> <C> <C>
Jerome E. Rau 64 President, Chief Executive May, 1981
Officer, and Director
Tyll Necker 67 Director June, 1980
Frederick W. Hohage (a) 59 Director December, 1988
Frank R. Reynolds (a) 60 Director April, 1982
James C. Schrader, Jr. (a) 44 Director December, 1988
(a) Denotes member of the Audit Committee
</TABLE>
BUSINESS BIOGRAPHIES OF NOMINEES
Jerome E. Rau has been President, Chief Executive Officer and a director of
the Company since May, 1981. Mr. Rau previously was Vice President of Advance
Machine Company, a Minnesota based competitor of the Company, similarly engaged
in the manufacture and distribution of industrial cleaning equipment. He spent
fifteen years in the employ of that company.
Tyll Necker is and has been, for well over twenty years, Chief Executive
Officer of Hako-Werke International GmbH, a German Company engaged in the
manufacture and distribution of industrial cleaning equipment. Mr. Necker has
served as a director of the Company since June, 1980. He is a director for
I.B.M., Deutschland.
Frederick W. Hohage has been a director of the Company since December of
1988. He has been President and a director of The Robert Bosch Corporation,
Sales Group, a company headquartered in Broadview, Illinois and engaged in the
manufacture and distribution of automotive parts since 1980.
Frank R. Reynolds has been a director of the Company since April, 1982, and
has served as general counsel to the Company since January, 1975. Mr. Reynolds
is an attorney at law and principal of the law firm of Reynolds & Reynolds,
Ltd., Chicago, Illinois.
James C. Schrader, Jr. has been President of Precision Enterprises, Ltd., a
foundry and machine company based in Warrenville, Illinois, since 1976. Mr.
Schrader has served as a director of the Company since December, 1988.
Jerome E. Rau has two sons Gregory J. Rau and Michael A. Rau who are
employed by the Company. There is no other family relationship between any
director and any other director or nominee for director or executive officer of
the Company. No other nominee or director is a director for any other United
States publicly held company.
All directors will be elected to serve until the next annual meeting of
shareholders to be held in 1998. Vacancies on the Board of Directors occurring
between annual meetings may be filled by a majority of the remaining directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the fiscal year ended
December 31, 1996. Each director attended all meetings of which he was a member
in person or by teleconference.
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<PAGE> 6
The Board of Directors has an Audit Committee comprised of Frederick W.
Hohage, Frank R. Reynolds and James C. Schrader, Jr. The Audit Committee
provides assistance to the Board of Directors in discharging its
responsibilities in connection with the financial accounting practices of the
Company and the internal controls related thereto, and represents the Board of
Directors in connection with the services rendered by the Company's independent
auditors. The Audit Committee met two times during 1996. The Board of Directors
has a Compensation Committee comprised of Jerome E. Rau, Frederick W. Hohage,
Frank R. Reynolds and James C. Schrader, Jr. The Compensation Committee seeks to
align compensation with business strategy, Company value, management initiatives
and Company performance.
Each of the directors receives a $4,000 yearly retainer for services to the
Board. In addition, each director receives $800 for each Board meeting attended.
In the event a meeting is conducted entirely by teleconference, no fee is paid
for attendance at that meeting.
EXECUTIVE OFFICERS
The following tables set forth certain information with respect to the
Executive Officers of the Company and individuals making significant
contributions to the business of the Company (the business biography for Jerome
E. Rau is set forth above):
<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Jerome E. Rau 64 President, Chief Executive Officer
and Director
Gary E. Palmer 48 Vice President of Engineering
Gregory J. Rau 37 Vice President of Sales
Michael A. Rau 36 Vice President, Multi-Clean
Division
Thomas J. Nolan 42 Chief Financial Officer, Secretary
and Treasurer
Michael 63 President and General Manager
Gravelle Minuteman Canada, Inc.
</TABLE>
Gary E. Palmer has been with the Company since March, 1983, when he was
hired as Director of Engineering. He has been Vice President of Engineering
since March, 1989.
Gregory J. Rau has been Vice President of Sales since March, 1989. Mr. Rau
started with the Company as a Division Manager in 1983 and was promoted to
Senior Division Manager in 1984 and Field Sales manager in 1986.
Michael A. Rau has been Vice President of the Multi-Clean Division since
July 1996. Mr. Rau was hired as a Special Products Manager in 1984 and was
promoted to General Manager in 1992.
Thomas J. Nolan was elected Vice President of Finance, Chief Financial
Officer and Treasurer of the Company in August, 1989, and Secretary in 1991.
From 1984 though August, 1989, he was Director of Finance with Everco
Industries, a Skokie, Illinois manufacturer and distributor of automotive
replacement parts.
Michael Gravelle has been President and General Manager of Minuteman
Canada, Inc., a subsidiary of the Company, since 1984.
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<PAGE> 7
The officers of the Company are elected annually by the Board of Directors
after the Annual Meeting of Shareholders is held. Each officer holds office
until his successor is duly elected and qualified or until his death,
resignation or removal, if earlier. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Company will be
served thereby, but such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation policy is administered by the
Compensation Committee. This policy is designed to attract, develop, reward and
retain highly qualified and productive individuals; to relate compensation to
both Company and individual performance; and to ensure compensation levels are
externally competitive and internally equitable. In its annual review of
executive officers' compensation, the Compensation Committee considers
significant the recommendation from the President and Chief Executive Officer
regarding compensation levels for executive officers. Other considerations
include the individual's level and scope of responsibility, experience, and
subjective evaluation of overall Company performance, individual performance,
internal equity as well as pay practices of other companies.
EXECUTIVE MANAGEMENT COMPENSATION
The following table sets forth all cash compensation for services rendered
in all capacities to the Company during the fiscal years ended December 31,
1996, 1995 and 1994 paid to each executive officer whose cash compensation
exceeded $100,000:
<TABLE>
<CAPTION>
NAME/TITLE YEAR SALARY BONUS (a) OTHER (b)
---------- ---- ------ --------- ---------
<S> <C> <C> <C> <C>
Jerome E. Rau 1996 $115,000 $223,000 $26,000
President and 1995 100,000 201,000 23,000
Chief Executive Officer 1994 100,000 203,000 24,000
Gary E. Palmer 1996 $110,000 $ 10,000 $ 7,000
Vice President of 1995 107,000 11,000 8,000
Engineering 1994 100,000 11,000 7,000
Gregory J. Rau 1996 $117,000 $ 11,000 $ 6,000
Vice President of 1995 110,000 11,000 7,000
Sales 1994 102,000 11,000 6,000
Michael A. Rau 1996 $ 99,000 $ 10,000 $ 6,000
Vice President 1995 92,000 10,000 7,000
Multi-Clean Division 1994 85,000 10,000 6,000
Thomas J. Nolan 1996 $117,000 $ 11,000 $ 7,000
Chief Financial Officer, 1995 110,000 11,000 8,000
Secretary and Treasurer 1994 102,000 11,000 7,000
</TABLE>
(a) Includes compensation amounts payable in 1997 for services performed in
1996.
(b) Includes director fees, amounts contributed by the Company to Employee
Savings Plan, and perquisites including use of corporate automobile and
Country Club membership.
The Company has entered into an Employment Agreement with Jerome E. Rau,
President and Chief Executive Officer of the Company. Mr Rau's compensation
package is designed to encourage short and long term performance in line with
the interest of our shareholders. Under this Agreement, Mr. Rau will receive an
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<PAGE> 8
annual salary plus a percentage of consolidated net sales and consolidated
income before taxes of the Company. The terms of the Agreement further provide
for reimbursement of expenses, insurance benefits, vacations and deferred
compensation following termination from the Company. The Agreement is
automatically extended on each anniversary date unless the Company gives written
notice of the non-extension twelve months prior to the anniversary date. In the
event the Company terminates the Agreement, Mr. Rau will be paid his salary for
the balance of the term, and the additional compensation based upon net sales
and profits reduced by 25%. Mr. Rau is restricted from competing with the
Company in the United States and Canada for six months in the event the Company
terminates the Agreement, or for twelve months if Mr. Rau terminates the
Agreement.
The Company has entered into employment agreements with all other current
executive officers. Under these agreements, each executive officer is entitled
to salary, discretionary bonus to be determined by the Compensation Committee of
the Company, reimbursement of expenses, insurance benefits, Employee Savings
Plan benefits, vacations and, in the event of termination by the Company,
deferred compensation in the amount of 75% of the employee's salary and the
above benefits for the remainder of the term. The agreements are automatically
extended on each anniversary date unless the Company gives written notice of the
non-extension twelve months prior to the anniversary date.
In addition, the Company and Michael Gravelle are parties to an Employment
Agreement under which Mr. Gravelle receives a salary plus commissions on net
sales, and a bonus dependent upon net profits of Minuteman Canada, Inc. The
terms provide for reimbursement of expenses, insurance, vacations, benefits and,
in the event of termination, deferred compensation in the amount of salary for
the remainder of the term, and the additional compensation based upon net sales
and profits reduced by 25%. The Agreement is automatically extended on each
anniversary date unless the Company gives written notice of the non-extension
twelve months prior to the anniversary date.
BOARD OF DIRECTOR INTERLOCKS, INSIDER PARTICIPATION AND RELATED TRANSACTIONS
Tyll Necker, as previously disclosed, is Chief Executive Officer of
Hako-Werke International. The following transactions are between the Company and
Companies under his control:
By agreement dated March 1, 1994 with Hako-Werke, the Company agreed
to discontinue the use of the "Hako" trademark on any products intended for
sale in any country. It was further agreed that the Company and Hako-Werke
would be free to market and distribute each of their products throughout
the world, however, Hako-Werke would not export products bearing the
trademark "Hako" into North America before April 30, 1996.
The Company purchases various industrial sweepers and automatic
scrubbers, and replacement parts from Hako-Werke. The Company's purchases
from Hako-Werke during 1996 were $198,000.
The Company sells equipment and parts to Hako-Werke and its affiliated
companies. Sales in 1996 to those companies were $1,807,000 representing
3.7% of the Company's consolidated net sales. The Company intends to
continue to sell its products to Hako-Werke and its affiliated foreign
companies.
Amounts due to Hako-Werke, and its affiliated companies which relate
to these purchases, are due ninety days from shipping date. From time to
time the Company and Hako-Werke exchange technologies and make appropriate
charges, to each party, the amounts of which were not material during 1996.
Frank Reynolds, as previously disclosed, is a principal in the law firm of
Reynolds and Reynolds, Ltd., and has served as legal counsel for the Company
since 1975. It is anticipated that he will perform these services in 1997 as
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<PAGE> 9
well. During the year ended December 31, 1996, the Company paid $66,000 in
legal fees to his firm.
During the fiscal year 1996, there have been no transactions between the
Company and any executive officer, director or 5% beneficial owner of the
Company's Common Stock, in which one of the foregoing individuals had an
interest of more than $100,000 except the transactions identified above.
The Company believes the transactions between the Company and its officers,
directors and shareholders and their affiliates, have been and will be on terms
no less favorable to the Company than could be obtained from unaffiliated
parties.
7
<PAGE> 10
Below is a performance graph comparing the cumulative five year shareholder
return of the Company's stock with a performance indicator of the NASDAQ Stock
Market and a peer group index:
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
MINUTEMAN INTERNATIONAL, INC.
Prepared by the Center for Research in Security Prices
Produced on 02/10/97 including data to 12/31/96
[LINE GRAPH]
<TABLE>
<CAPTION>
LEGEND
CRSP Total Returns Index for: 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- - ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Minuteman International, Inc. 100.0 93.3 154.3 155.2 142.4 144.8
Nasdaq Stock Market (US Companies) 100.0 116.4 133.6 130.6 184.7 227.2
NASDAQ Stocks (SIC 3600-3699 US +
Foreign) 100.0 142.3 198.8 215.6 337.5 503.1
Electronic & electrical equip &
compnts, exc computer equip
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/91.
</TABLE>
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<PAGE> 11
EMPLOYEES SAVINGS PLAN
In April, 1988, the Company's shareholders approved the Minuteman
International, Inc. Employee Savings Plan ("Employee Savings Plan") which
implements an employee systematic savings program allowing employees to shelter
earned income on a tax deferred basis, and providing that the Company make
matching contributions for the benefit of its employees. The Principal Financial
Group administers the Employee Savings Plan through a single trust for the
benefit of all employees.
Any employee of the Company, having completed one year of service, is
eligible to participate in the Employee Saving Plan. A participating employee
may elect to contribute, to the trust, between 1% and 15% of his earnings in any
plan year, which amount is allocated to his individual employee account. The
Company makes matching contributions to the plan's individual employee accounts
in an amount equal to 50% of each participant's yearly contribution, but in no
event to exceed the sum of $650 per year. The Company may also elect to
contribute additional sums equal to a percentage of the Company's gross profits,
as determined by the Board of Directors. In total, the Company contributed
$237,000 to the Employee Savings Plan for 1996.
In the event employment terminates through retirement, disability or death,
the participant or his designated beneficiary is entitled to receive 100% of the
value of such participant's account attributable to the employee and the
Company's contributions to the Employee Savings Plan. If employment is
terminated for any other reason, the participant will receive 100% of the value
of his account attributable to his contributions and an increasing percentage of
the value of his account attributable to the Company's contributions, depending
upon the participant's years of service. Participating employees rights to
employer contributions are vested 20% each year between three and seven years of
service to the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
ELECTION OF THE ABOVE NAMED NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors to audit the Company's financial statements for the fiscal year ending
December 31, 1997, and recommends that the shareholders vote for ratification of
such appointment. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its selection.
Neither Ernst & Young LLP, nor any of its members have ever been connected
with the Company as promoter, underwriter, voting trustee, director, officer or
employee. It is anticipated that a representative of Ernst & Young LLP will be
present at the meeting with the opportunity to make a statement, if he so
desires, and to respond to any appropriate questions shareholders may have.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.
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<PAGE> 12
PROPOSAL THREE
AMENDMENT TO ARTICLES OF INCORPORATION
To encourage all Directors to freely conduct the corporation's business in
accordance with the Company's best interests without fear of exposed liability,
the Illinois Business Corporation Act, 8.05 ILCS 5/2.10, authorizes the Articles
of Incorporation to be amended to include the following:
Effective as of the date of this amendment, Directors of Minuteman
International, Inc. shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director.
However, a Director shall remain personally liable in cases of breach of loyalty
to the company or its shareholders, acts or omissions not in good faith or that
involve misconduct or a knowing violation of laws, as stated in Section 8.65 of
the Illinois Business Corporation Act, or any transaction from which the
Director receives improper personal benefit.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
ANNUAL REPORT ON FORM 10-K
Upon sending a written request to Minuteman International, Inc., 111 South
Rohlwing Road, Addison, Illinois 60101, shareholders may obtain, free of charge,
a copy of the Company's Annual Report on Form 10-K for the fiscal year-ended
December 31, 1996, filed with the Securities and Exchange Commission.
SHAREHOLDER PROPOSALS
The Company currently anticipates the Annual Meeting of Shareholders in
1998 to be held prior to May 31, 1998. Accordingly, any shareholder desiring to
submit a proposal for consideration at the next Annual Meeting of Shareholders
should transmit such proposal to the Officers of the Company on or before
November 15, 1997, for inclusion in the Company's Proxy Statement and form of
proxy for that meeting.
OTHER MATTERS
The Company knows of no matters which are to be presented at the Annual
Meeting other than those stated in the Notice of Annual Meeting and referred to
in this Proxy Statement. If any other matters shall properly come before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent as the Board of Directors may recommend.
It is important that your stock be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope which has been enclosed, at your
earliest convenience.
By Order of the Board of Directors
J.E. Rau
Jerome E. Rau
President and Chief Executive Officer
March 15, 1997
10
<PAGE> 13
MINUTEMAN INTERNATIONAL, INC./PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1997.
The undersigned hereby appoints Jerome E. Rau, Tyll Necker, Frederick W.
Hohage, Frank R. Reynolds, and James C. Schrader, Jr. each of them the
undersigned's true and lawful attorneys and proxies (with full power of
substitution in each) to vote all Common Stock of Minuteman International,
Inc., standing in the undersigned's name, at the Annual Meeting of Shareholders
of said Corporation to be held at Bank of America, N.A., 231 South LaSalle
Street, Chicago, Illinois 60697 (Shareholders Meeting Room - Twenty First
Floor) on April 25, 1997, at 10:00 a.m., Central Standard Time, upon those
matters as described in the Proxy Statement for the Meeting and such other
matters as may properly come before such meeting or any adjournments thereof.
Your vote for five directors may be indicated on the reverse side. Jerome E.
Rau, Tyll Necker, Frederick W. Hohage, Frank R. Reynolds, and James C.
Schrader, Jr. have been nominated for election as Directors.
(Continued and to be signed on reverse side)
- FOLD AND DETACH HERE -
MINUTEMAN INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, APRIL 25, 1997
10:00 A.M. CST
HELD AT
BANK OF AMERICA, N.A.
231 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60697
(SHAREHOLDERS MEETING ROOM - TWENTY FIRST FLOOR)
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE Please mark /X/
UNDERSIGNED STOCKHOLDER. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED your vote
FOR PROPOSALS 1 AND 2. PLEASE MARK BOX / / OR /X/. as indicated
in this example.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
1. Election of Directors: (duly nominated and named on the reverse side of this proxy)
FOR ALL NOMINEES AUTHORITY (INSTRUCTION: To withhold authority to vote for any individual nominee listed, write that
(EXCEPT AS LISTED WITHHELD nominee's name here:
TO THE CONTRARY FOR ALL
/ / / / ____________________________________________________________________________________________
2. Appointment of Ernst & Young LLP 3. Amendment to the Articles of Incorporation 4. In their discretion, on other matters
Independent Auditors in regards to Director Liability which properly come before the meeting
or any postponement or adjournment
thereof.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / /
You are urged to date, sign and return
promptly this proxy in the envelope
provided. It is important for you to
be represented at the Meeting. The
execution of this proxy will not
affect your right to vote in person if
you are present at the Meeting and wish to
so vote.
Dated:______________________________, 1997
_________________________________________
Signature
_________________________________________
Signature if held jointly
IMPORTANT: PLEASE SIGN YOUR NAME EXACTLY
AS IT APPEARS HEREON. IF ACTING AS ATTORNEY,
EXECUTOR, TRUSTEE, OR IN SOME OTHER
REPRESENTATIVE CAPACITY, OR AS OFFICER OF A
CORPORATION, PLEASE INDICATE YOUR CAPACITY OR
FULL TITLE. FOR JOINT ACCOUNTS, ALL
TENANTS SHOULD SIGN.
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