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
(X ) Filed by the Registrant
( ) 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-b(e)(2))
(X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
ATHEY PRODUCTS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(X ) $125 per Exchange Act Rules 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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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>
ATHEY PRODUCTS CORPORATION
ROUTE 1A NORTH
P.O. BOX 669
RALEIGH, NORTH CAROLINA 27602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 1995
TO THE SHAREHOLDERS OF
ATHEY PRODUCTS CORPORATION:
The Annual Meeting of Shareholders of Athey Products Corporation, a
Delaware corporation (the "Company"), will be held at the executive offices of
the Company on Thursday, May 18, 1995 at 11:00 A.M., for the following purposes.
1. To elect five directors to hold office until the next Annual
Meeting of Shareholders or until their successors shall have been elected
and qualified.
2. To ratify the appointment of McGladrey & Pullen, LLP as the
independent certified public accountants of the Company.
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Only shareholders of record at the close of business as of April 6, 1995
are entitled to notice of and to vote at the annual meeting and at any
adjournment thereof.
By Order of the Board of
Directors,
PATRICIA M. WALKER
SECRETARY
Raleigh, North Carolina
April 21, 1995
IMPORTANT
WE HOPE THAT YOU CAN ATTEND THIS MEETING IN PERSON, BUT IF YOU CANNOT DO
SO, PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD. YOUR PROMPT
ACTION IS NECESSARY IN ORDER THAT THERE BE A PROPER REPRESENTATION AT THE
MEETING.
<PAGE>
ATHEY PRODUCTS CORPORATION
ROUTE 1A NORTH
P.O. BOX 669
RALEIGH, NORTH CAROLINA 27602
APRIL 21, 1995
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Athey Products Corporation (the "Company")
for use at the 1995 Annual Meeting of the Shareholders of the Company to be held
May 18, 1995, at 11:00 A.M., Eastern Daylight Time, at Route 1A North, Raleigh,
North Carolina, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.
The shares represented by the accompanying Proxy will be voted if the Proxy
is properly signed and received by the Company prior to the time of the meeting.
Where a choice is specified on any Proxy as to the vote on any matter to come
before the meeting, the Proxy will be voted in accordance with such
specification. If no specification is made, the Proxy will be voted for the
nominees for directors named herein and for all proposals. Any stockholder
giving the accompanying Proxy has the right to revoke it by notifying the
Secretary of the Company in writing at any time prior to the voting of the
Proxy. A Proxy is revoked if the person giving the Proxy attends the meeting and
elects to vote in person.
The cost of preparing, assembling and mailing this Proxy Statement and form
of Proxy, and the costs of soliciting proxies relating to the meeting will be
borne by the Company. It is contemplated that the original solicitation of
proxies by mail will be supplemented by telephone, telegraph, and personal
solicitation by officers, directors and other regular employees of the Company,
and no additional compensation will be paid to such individuals. The Company
will also request brokers and other nominees or fiduciaries to forward proxy
soliciting material to the beneficial owners of shares which are held of record
by them. These materials are being mailed to shareholders on or about April 21,
1995.
ELECTION OF DIRECTORS
The By-Laws of the Company provide for a board of five directors. Directors
will be elected at the meeting to serve until the next Annual Meeting of
Shareholders or until their successors are elected and shall have qualified. The
affirmative vote of a plurality of the votes cast is required to elect
directors. The proxies returned to the Board of Directors pursuant to this
solicitation will be voted by the persons named therein for the election of the
following persons as directors. However, such proxies acting by majority,
reserve the right to vote such proxies for the election of less than all of the
nominees for director, but they do not intend to do so unless candidates other
than those named herein as nominees for director are nominated at the meeting by
persons other than the Board of Directors. The Board of Directors is not aware
of any other person intending to propose nominees for director. Should any
nominee be unable to accept the office of director (which is not presently
anticipated), it is intended that the persons named in the proxy will vote for
election of such other persons as they shall determine. The
<PAGE>
following table sets forth the name, principal occupation, age, length of
service and ownership of Common Shares of the Company (by number of shares and
as a percentage of the total outstanding) of each nominee and the share
ownership of officers and directors as a group.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
OWNED AS OF
DIRECTOR FEBRUARY 15, 1995 PER CENT
NAME AND PRINCIPAL OCCUPATION(1) AGE SINCE (2) OF CLASS
<S> <C> <C> <C> <C>
John F. McCullough............................................. 69 1975 1,597,726(3) 40.21%
President of
Orton/McCullough Crane Company, Inc.
Oak Brook, Illinois
Martin W. McCullough........................................... 37 1985 12,632 0.32%
Vice President & General Manager
Orton/McCullough Crane Company, Inc.
Huntington, Indiana
Richard A. Rosenthal........................................... 62 1977 5,691 0.14%
Director of Athletics
University of Notre Dame
Notre Dame, Indiana
Henry W. Gron, Jr.............................................. 41 1992 315 0.01%
Senior Manager, International Tax
Motorola, Inc.
Schaumburg, Illinois
Franz M. Ahting................................................ 47 -- -- --
Treasurer, Controller and Asst. Secretary
of the Company
Officers and directors as a group (8 persons).................. 1,631,329 41.06%
</TABLE>
(1) Each nominee's principal occupation and employment for the last five years
has been as listed above, except for Mr. Henry W. Gron, Jr. and Mr. Franz M.
Ahting. From July, 1984 to August 1990, Mr. Gron served as a tax manager for
Arthur Andersen & Co. Since August of 1990, he has served as Senior Manager,
International Tax, Motorola Inc. of Schaumburg, Illinois. From 1988 to 1990,
Mr. Ahting served as Assistant Treasurer for Carolina Steel Corporation,
Greensboro, North Carolina. From 1991 until joining Athey as Controller in
November, 1993, he practiced public accounting in Greensboro, North
Carolina. In May, 1994, Mr. Ahting became Treasurer and Assistant Secretary
of the Company. No nominee is a director of any other company except for Mr.
Richard A. Rosenthal who is a director of the following companies: Advanced
Drainage Systems, Inc., Columbus, Ohio; Beck Corporation, Elkhart, Indiana;
CID Equity Partners, Indianapolis, Indiana; LaCrosse Footwear, Inc.,
LaCrosse, Wisconsin; RFE Investment Partners, New Canaan, Connecticut;
Society National Bank, Indiana; and Zimmer Paper Products, Indianapolis,
Indiana.
(2) Beneficial ownership includes sole voting and investment power over the
listed shares, except as described in the following footnotes.
(3) All such Common Shares are owned of record by Orton/McCullough Crane
Company, Inc., Oak Brook Illinois, of which Mr. John F. McCullough is an
officer and principal shareholder (see "Principal Shareholders" below).
John F. McCullough is the father of Martin W. McCullough and father-in-law
of Henry W. Gron, Jr.
The terms of office for all such directors elected would be until their
successors are elected and qualified, scheduled for the next annual meeting in
May, 1996.
The Board of Directors of the Company has an audit committee consisting of
Messrs. John F. McCullough, Martin W. McCullough, Richard A. Rosenthal and Henry
W. Gron, Jr. There are no nominating
2
<PAGE>
or compensation committees. The total number of meetings of the Board of
Directors during the past fiscal year was four, and of the audit committee, one.
Each director attended at least 75% of all of the Board meetings.
SELECTION OF AUDITORS
At the last Annual Meeting of Shareholders on May 19, 1994, the Board of
Directors had not appointed auditors for the fiscal year ending December 31,
1994. As of that meeting date, it was anticipated that the Board of Directors
would select such auditors in the very near future, with or without the
subsequent ratification by shareholders.
On June 3, 1994, the Company's Board of Directors approved the appointment
of McGladrey & Pullen, LLP as the Company's independent certified public
accountants for the fiscal year ended December 31, 1994. McGladrey & Pullen, LLP
replaced the Company's former accountants, Deloitte & Touche, LLP effective June
7, 1994.
The principal accountant's report on the financial statements for either of
the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles. During the Company's two most recent fiscal years, there
were no disagreement(s) with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the
former accountant, would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its report.
In addition, the Company had not consulted with McGladrey & Pullen, LLP
prior to December 31, 1993 or during the subsequent interim period prior to
engaging McGladrey & Pullen, LLP regarding (i) either: the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report or oral advice was provided that the
new accountant concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement or a reportable
event with Deloitte & Touche, LLP.
A representative of McGladrey & Pullen, LLP will be present at the 1995
Annual Meeting. He will have the opportuity to make a statement, if he so
desires, and will respond to appropriate questions which are raised orally at
the meeting or which are submitted in writing to Patricia M. Walker, Corporate
Secretary, before the meeting.
During the fiscal year ended December 31, 1994, the only services rendered
by McGladrey & Pullen, LLP were auditing services, consisting of annual audit,
reviews of the annual report on Form 10-K and the annual report to stockholders,
annual audits of the Company's defined benefit pension plans, consulting on
quarterly filings and other matters, and review of federal and state income tax
returns.
The Board of Directors has also appointed McGladrey & Pullen, LLP,
independent certified public accountants, to audit the books and accounts of the
Company for the fiscal year ended December 31, 1995. If the shareholders do not
ratify the appointment of McGladrey & Pullen, LLP, the selection of other
independent certified public accoutants will be considered by the Board of
Directors.
REQUIRED VOTE
The affirmative vote of a majority of the shares represented at the meeting
is required to ratify the appointment of auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF MCGLADREY & PULLEN, LLP.
3
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Board of Directors has fixed the close of business on April 6, 1995, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting, and only shareholders of record at the close of business
on that date will be entitled to vote at the meeting or any adjournment thereof.
At the close of business on April 6, 1995, the record date, there were
outstanding 3,973,459 shares of the Company's common stock of the par value of
$2.00 per share.
Each share of common stock is entitled to one vote on all matters. A
majority of the outstanding shares of the Company, represented in person or by
proxy, shall constitute a quorum at the meeting.
The following table sets forth information as of February 15, 1995
regarding each person who was known by the Company to own beneficially more than
5% of the outstanding Common Shares of the Company:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF OWNERSHIP OF COMMON PER CENT
BENEFICIAL OWNER SHARES OF CLASS
<S> <C> <C>
Orton/McCullough Crane Company, Inc. (1)...................... 1,597,726 -- Direct 40.21%
1244 East Market Street
Huntington, Indiana 46750
Quest Advisory Corp........................................... 264,949 6.67%
1414 Ave. of the Americas
New York, N.Y. 10019
David L. Babson & Co., Inc.................................... 418,210 10.53%
One Memorial Drive
Cambridge, MA 02142-1300
</TABLE>
(1) Mr. John F. McCullough, director of the Company, is an officer and principal
shareholder of Orton/McCullough Crane Company, Inc.
This is the only class of outstanding voting securities of the Company.
Also, as of February 15, 1995, all officers and Directors of the Company owned
of record and beneficially, 1,631,329 shares of common stock of the Company, or
approximately 41.06% of the outstanding common stock, including the shares of
Orton/McCullough Crane Company, Inc. shown above.
It is the understanding of management that all officers and directors
intend to vote for the election of the directors nominated and for all
proposals.
Management of the Company has the understanding that none of its officers,
directors and persons holding more than 10% of the Company's common stock has
failed to file required reports of their ownership of the Company's common stock
and any changes in that ownership with the U.S. Securities and Exchange
Commission. In making this statement, the Company has relied on the written
representations of its officers, directors and holders of more than 10% of its
common stock and copies of the reports that they have filed with the Commission.
4
<PAGE>
REMUNERATION AND RELATED MATTERS
I. SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid by the
Company for services rendered in all capacities to the Company during the
Company's last three fiscal years for the CEO who is the only qualifying named
executive officer whose cash and cash-equivalent remuneration exceeded $100,000
for any of the last three fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
OTHER ANNUAL
NAME AND SALARY BONUS COMPENSATION
PRINCIPAL POSITIONS YEAR $ $ $
<S> <C> <C> <C> <C>
James D. Cloonan 1994 150,000 -- --
CEO, President, 1993 150,000 -- --
Director 1992 150,000 -- --
</TABLE>
EXECUTIVE COMPENSATION
The Board of Directors as a whole (with the exception of the CEO)
establishes the compensation of the CEO and reviews and approves compensation
for all other officers based upon the recommendation of the CEO. Base
compensation for the CEO reflects the Board's assessment of the CEO's
performance but is not necessarily tied to any specific goals which the Board
may have set, nor is it directly related to the market performance of the
Company's stock or to the Company's annual profits.
The Board's compensation program objectives are designed to attract,
motivate, reward and retain qualified personnel for positions of substantial
responsibility. In keeping with this policy, additional compensation for
executive officers and managers is administered through a Bonus plan which is
based upon the Company's performance and profitability. The Company has no
long-term incentive or stock option plans or stock appreciation rights.
Officers of the Company are entitled to receive retirement benefits
pursuant to a non-contributory, qualified pension plan covering all of the
Company's non-production employees. The amount contributed in the past fiscal
year with respect to Mr. Cloonan, named above, under this defined benefit plan
is not and cannot be readily determined on an individual basis by the regular
actuaries of the plan. Company contributions to the plan in 1994 equalled
approximately 6.23% of the total remuneration (including bonuses) of
participants covered by the plan. The table below illustrates the estimated
annual benefits payable upon retirement with respect to various classifications
of gross earnings and years of service upon retirement. The applicable average
annual salary is the average annual salary for the consecutive five year period
which produces the highest such average.
<TABLE>
<CAPTION>
10 YEARS 15 OR
APPLICABLE AVERAGE OF MORE YEARS
ANNUAL SALARY SERVICE OF SERVICE
<S> <C> <C>
$20,000...................................................... $ 4,933 $ 7,400
$40,000...................................................... $ 9,867 $ 14,800
$60,000...................................................... $ 14,800 $ 22,200
$100,000..................................................... $ 24,667 $ 37,000
$150,000..................................................... $ 37,000 $ 55,000
</TABLE>
The estimated credited years of service with respect to the Company's
pension plan for Mr. Cloonan is eleven years.
Outside directors of the Company are paid $18,000 a year for serving as
Directors. In addition, Mr. John F. McCullough is paid $100,000 annually for
serving as Chairman of the Board of Directors. No other remuneration was paid as
directors fees. No directors were paid additional compensation for committee
participation or special assignments.
5
<PAGE>
II. COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance for the Company with stock performance of a
broad equity market index and either a peer company, or, if a peer company is
not available, a published industry or line-of-business index. The Company's
stock is traded on the NASDAQ National Market System and one appropriate
comparison is with the NASDAQ Total Return Index for U.S. companies.
Additionally, the Company's performance may be compared to the NASDAQ Trucking
and Transportation Stock Index (specifically SIC Code 3711). Executive
compensation has not previously been tied to stock performance, but such a
factor could be used by the Executive Committee and by Management in the future
in determining such compensation.
(Performance Graph appears here. The plot points are listed below.)
1989 1990 1991 1992 1993 1994
Athey 100.00 50.53 50.53 69.14 65.15 76.53
NASDAQ TRI 100.00 84.92 136.28 158.58 180.93 176.92
NASDAQ Trans (SIC37) 100.00 77.66 112.89 138.15 167.84 152.20
INTERESTS OF DIRECTORS AND OFFICERS
AND OTHERS IN CERTAIN TRANSACTIONS
No director or nominee for director is a controlling person of the Company,
except for Mr. John F. McCullough, a Director of the Company and a Principal
Shareholder of Orton/McCullough Crane Company, Inc., which owned 1,597,726
shares of common stock, or 40.21%, as of February 15, 1995.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the year ended December 31,
1994, including financial statements, accompanies this Proxy Statement. However,
no action is proposed to be taken at the meeting with respect to the Annual
Report, and it is not to be considered as constituting any part of the proxy
soliciting material.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14A under Section 14 of the Securities and Exchange Act of
1934, proposals submitted by shareholders for consideration at the Company's
Annual Meeting of Shareholders scheduled for May, 1996, must be received by the
Company at its office at Route 1A North, Raleigh, North Carolina 27602 by
January 17, 1996.
If the date of the 1995 annual meeting is advanced more than 30 days or
delayed by more than 90 calendar days, from May 18, 1995, the Company shall
inform shareholders of the change.
6
<PAGE>
OTHER MATTERS
Management knows of no other business likely to be brought before the
meeting. If, however, other matters do come before the meeting, the persons
named in the form of proxy or their substitutes will vote said proxy according
to their best judgment.
A COPY OF THE COMPANY'S 1994 10-K REPORT IS AVAILABLE WITHOUT CHARGE TO
SHAREHOLDERS UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
By Order of the Board of Directors,
PATRICIA M. WALKER
SECRETARY
Raleigh, North Carolina
April 21, 1995
7
<PAGE>
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APPENDIX
PROXY/VOTING
INSTRUCTION CARD ATHEY PRODUCTS CORPORATION
ROUTE 1A NORTH
RALEIGH, NORTH CAROLINA 27602
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints John F. McCullough and Martin W. McCullough
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Athey Products Corporation held of record by the Undersigned on April
6, 1995 at the annual meeting of shareholders to be held on May 18, 1995 or at
any adjournment thereof. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY IS
MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2 AS
INDICATED ON THE REVERSE SIDE HEREOF.
Election of Directors:
Nominees: Franz M. Ahting, Henry W. Gron, Jr., John F. McCullough, Martin W.
McCullough, Richard A. Rosenthal
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
(See reverse side)
<PAGE>
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this proxy
will be voted FOR proposal 1 and 2.
The Board of Directors recommends a vote FOR the election of Directors listed.
1. Election of Directors
<TABLE>
<S> <C>
[ ] FOR [ ] WITHHELD
FOR, except vote withheld from the following
nominee(s)
</TABLE>
2. Proposal to approve the appointment of McGladrey & Pullen, LLP as the
independent public accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<TABLE>
<S> <C>
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
SIGNATURE(S) DATE
</TABLE>
