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 16, 1996
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 16, 1996 at 11:00 A.M., for the following purposes.
1. To elect six 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 15, 1996
are entitled to notice of and to vote at the annual meeting and at any
adjournment thereof.
By Order of the Board of
Directors,
FRANZ M. AHTING
ASSISTANT SECRETARY
Raleigh, North Carolina
April 26, 1996
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 26, 1996
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 1996 Annual Meeting of the Shareholders of the Company to be held
May 16, 1996, at 11:00 A.M., Eastern Time, at the Company's offices located 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 director named herein and for all other proposals. Any stockholder
giving the accompanying Proxy has the right to revoke it by notifying Franz M.
Ahting, the Assistant 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 first being mailed to shareholders on or about
April 26, 1996.
ELECTION OF DIRECTORS
The By-Laws of the Company provide for a board of six 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. Abstentions and broker non-votes will not be counted in determining
the number of shares voted for any nominee for director. 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.
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 following table sets forth (i) the name, principal occupation,
age, length of service and ownership of Common Shares (as defined below) of the
Company (by number of shares and as a percentage of the total outstanding) of
each nominee for director (each of whom is currently serving as a director) and
<PAGE>
(ii) the share ownership of the Company's former President and Chief Executive
Officer and the Company's current executive officers and directors as a group.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
DIRECTOR OWNED AS OF PERCENT
NAME AND PRINCIPAL OCCUPATION (1) AGE SINCE APRIL 15, 1996 (2) OF CLASS
<S> <C> <C> <C> <C>
John F. McCullough (3) 70 1975 1,597,726 40.21%
President of
Orton/McCullough Crane Company, Inc.
Oak Brook, Illinois
Martin W. McCullough 38 1985 12,632 0.32%
Vice President & General Manager
Orton/McCullough Crane Company, Inc.
Huntington, Indiana
Richard A. Rosenthal 63 1977 5,691 0.14%
Retired Director of Athletics
University of Notre Dame
South Bend, Indiana
Henry W. Gron, Jr 42 1992 315 0.01%
Senior Manager, International Tax
Motorola, Inc.
Schaumburg, Illinois
James H. Stumpo 57 1995 1,000 0.03%
President and Chief Executive Officer
of the Company
Franz M. Ahting 48 1995 1,000 0.03%
Vice President Finance
Chief Financial Officer
Treasurer and Assistant Secretary
of the Company
James D. Cloonan 13,852 0.35%
Former President,
CEO and Director (Retired)
Executive officers and directors as a group
(6 persons) 1,618,364 40.73%
</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., Mr. James H.
Stumpo and Mr. Franz M. Ahting. Since August of 1990, Mr. Gron has served as
Senior Manager, International Tax, Motorola Inc. of Schaumburg, Illinois.
From May, 1987 to May, 1992, Mr. Stumpo served as Chief Financial Officer
for Koehring Cranes & Excavators, Waverly, Iowa, a division of Terex
Corporation. From May, 1992 to May 1995 he was Vice President Finance with
Benton Harbor Engineering, Benton Harbor, Michigan. In May 1995 Mr. Stumpo
was elected President and Chief Executive Officer and Director of the
Company. 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. In May, 1995 Mr. Ahting
was elected Vice President Finance, Chief Financial Officer and Director of
the Company. Mr. Richard A. Rosenthal 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
<PAGE>
(2) Except as otherwise noted, the persons named in the table have sole voting
and investment power with respect to all shares shown as beneficially owned
by them.
(3) Common Shares shown as owned by Mr. John F. McCullough are owned of record
by Orton/McCullough Crane Company, Inc., of which Mr. John F. McCullough is
an officer and principal shareholder (see "Voting Securities and Principal
Shareholders" below). Mr. McCullough disclaims beneficial ownership of such
shares.
John F. McCullough is the father of Martin W. McCullough and father-in-law
of Henry W. Gron, Jr.
The term of office for all such directors elected would be until their
successors are elected and qualified, scheduled for the next annual meeting in
May, 1997.
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. The audit committee, which held one meeting in 1995, recommends the
appointment of the Company's independent auditors, determines the scope of the
annual audit to be made, reviews the conclusions of such auditors and reports
the findings and recommendations thereof to the Board of Directors. There are no
nominating or compensation committees. The total number of meetings of the Board
of Directors during 1995 was four. During 1995, each director attended at least
75% of the meetings of the Board and committees thereof.
RATIFICATION OF AUDITORS
The Board of Directors has 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. A representative of McGladrey & Pullen,
LLP will be present at the meeting. He will have the opportunity to make a
statement, if he so desires, and will respond to questions which are raised
orally at the meeting or which are submitted in writing to Franz M. Ahting,
Assistant Secretary, before the meeting. If the shareholders do not ratify the
appointment of McGladrey & Pullen, LLP the selection of other independent
certified public accountants will be considered by the Board of Directors.
During the fiscal year ended December 31, 1995, the only services rendered
by McGladey & Pullen, LLP were auditing services, consisting of the annual
audit, reviews of the annual report on Form 10-K and the annual report to
shareholders, annual audit 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 affirmative vote of a majority of the shares voting at the meeting at
which a quorum is present is required to ratify the appointment of auditors.
Abstentions and broker non-votes will not be counted in determining the number
of shares voted for the proposal to appoint McGladrey & Pullen, LLP or for any
other proposal.
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 15, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting, and only holders of record of the common stock of the
Company, par value $2.00 per share (the "Common Shares") 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 15, 1996, the record date, there were
outstanding 3,973,459 Common Shares.
Each Common Share 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 April 15, 1996 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
OWNERSHIP OF
NAME AND ADDRESS OF COMMON PERCENT
BENEFICIAL OWNER SHARES OF CLASS
<S> <C> <C>
Orton/McCullough Crane Company, Inc. (1) 1,597,726(2) 40.21%
1244 East Market Street
Huntington, Indiana 46750
David L. Babson & Co., Inc 418,210(2) 10.53%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Quest Advisory Corp 216,148(2) 5.44%
1414 Avenue of the Americas
New York, New York 10019
</TABLE>
(1) Mr. John F. McCullough, an officer and principal shareholder of
Orton/McCullough Crane Company, Inc., may be deemed to share beneficial
ownership of the shares shown as beneficially owned by Orton/McCullough
Crane Company, Inc., Mr. McCullough disclaims beneficial ownership of such
shares.
(2) Shares shown as owned by Orton/McCullough Crane Company, Inc., Quest
Advisory Corp. and David L. Babson & Co., Inc. are as reported on the latest
Schedule 13D or 13G filings by such entities, respectively.
This is the only class of outstanding voting securities of the Company.
Also, as of April 15, 1996, all executive officers and directors of the Company
owned of record and beneficially, 1,618,364 Common Shares, or approximately
40.73% of the outstanding Common Shares, 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
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid by the
Company for services rendered in all capacities to the Company during the
Company's last three fiscal years to all those individuals serving the Company
as CEO during 1995. No executive officer of the Company was paid compensation
for 1995 in excess of $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION OTHER ANNUAL
NAME AND SALARY BONUS COMPENSATION
PRINCIPAL POSITIONS YEAR $ $ $
<S> <C> <C> <C> <C>
James H. Stumpo 1995 65,257 -- 11,740(1)
President, CEO and Director 1994 -- -- --
1993 -- -- --
James D. Cloonan 1995 58,077 -- 15,395(2)
Former President, CEO and 1994 150,000 -- --
Director (Retired) 1993 150,000 -- --
</TABLE>
(1) During 1995, Mr. James H. Stumpo received $11,740 representing relocation
expenses.
(2) During 1995, Mr. James Cloonan received $15,395 representing vacation
accrued through May 5, 1995.
COMPENSATION REPORT
The Company's executive officer compensation program as in effect for 1995
consisted solely of base salary established on the basis of non-quantitative
factors such as positions of responsibility and authority, years of service and
annual performance evaluations. Executive officers (including the Chief
Executive Officer) were also eligible in 1995 to participate in various Company
benefit plans, which are intended to provide a safety net of coverage against
various events, such as death, disability and retirement, except that Mr. Stumpo
has not yet satisfied the minimum eligibility requirements to become a
participant under the Company's non-contributory, qualified pension plan
referred to below. Executive officer compensation in 1995 was not tied to the
Company's performance.
In 1995, Mr. Stumpo received $65,257 in base salary for that portion of the
year in which he served as an executive officer of the Company. Mr. James D.
Cloonan, who retired as the Company's President and Chief Executive Officer
effective as of May 5, 1995, was compensated in 1995 in accordance with his base
salary in effect for that portion of the year in which he served as Chief
Executive Officer.
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. No bonuses were paid
under the bonus plan for 1995. The Company has no long-term incentive or stock
option plans or stock appreciation rights.
BOARD OF DIRECTORS
John F. McCullough
Martin W. McCullough
Richard A. Rosenthal
Henry W. Gron, Jr.
James H. Stumpo
Franz M. Ahting
5
<PAGE>
RETIREMENT PLAN
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 1995 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. Mr. James H. Stumpo has not yet satisfied the minimum eligibility
requirements to become a plan participant. Company contributions to the plan in
1995 equalled approximately 8.68% 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 $ 55,500
</TABLE>
The estimated credited years of service until normal retirement age with
respect to the Company's pension plan for Mr. Cloonan is twelve years.
DIRECTOR COMPENSATION
Mr. John F. McCullough is paid $100,000 annually for serving as Chairman of
the Board of Directors. Outside directors of the Company are paid $18,000 a year
for serving as Directors. No other remuneration was paid as directors fees. No
directors were paid additional compensation for committee participation or
special assignments.
6
<PAGE>
COMMON STOCK PERFORMANCE
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).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)
(The following are the plot points for the graph)
1990 1991 1992 1993 1994 1995
NASDAQ Total Return
Index (U.S. Companies) 100 161 187 215 210 296
NASDAQ trucking and
Transportation Stock Index 100 145 178 216 196 223
Athey Products
Corporation 100 100 137 129 144 96
(1) Assumes that the value of the investment in the Common Shares of Athey
Products Corporation, the NASDAQ Total Return Index for U.S. companies
and the NASDAQ Trucking and Transportation Stock Index, was $100 on
December 31, 1990 and that all dividends were reinvested.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Board of Directors as a whole (with the exception of the Chief
Executive Officer) establishes the compensation of the CEO and reviews and
approves compensation for all other officers based on the recommendation of the
CEO.
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 April 15, 1996.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the year ended December 31,
1995, 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
In order for shareholder proposals intended to be presented at the
Company's May, 1997 Annual Meeting of Shareholders to be eligible for inclusion
in the Company's proxy statement and form of proxy for such meeting, they must
be received by the Company at its office at Route 1A North, Raleigh, North
Carolina 27602 by December 27, 1996.
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 1995 FORM 10-K REPORT IS AVAILABLE WITHOUT CHARGE
TO SHAREHOLDERS UPON WRITTEN REQUEST TO THE ASSISTANT SECRETARY OF THE COMPANY.
By Order of the Board of Directors,
FRANZ M. AHTING
ASSISTANT SECRETARY
Raleigh, North Carolina
April 26, 1996
8
<PAGE>
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
15, 1996 at the annual meeting of shareholders to be held on May 16, 1996 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 PROPOSAL 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, James H. Stumpo
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 and FOR Proposal 2.
1. Election of Directors
[ ] FOR [ ] WITHHELD
FOR, except vote withheld from the following
nominee(s)
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.
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
