SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Hein-Werner Corporation
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
047465 10 9
- ------------------------------------------------------------------------------
(CUSIP Number)
Franz M. Ahting
Corporate Secretary
Athey Products Corporation
Post Office 669
Raleigh, North Carolina 27602
(919) 556-5171
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 1996
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(Date of Event which Requires Filing of the Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions for the Act.
<PAGE>
Schedule 13D
(Cover Page - Part II)
CUSIP NO. 047465 10 9
- ------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of above persons
Orton/McCullough Crane Company, Inc.
Tax ID No.: 36-1586930
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2. Check the Appropriate Box if a Member of a Group (a) [ x ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2 (d) or 2 (e)
[ ]
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6. Citizenship or Place of Organization
Indiana
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Number of 7. Sole Voting Power
Shares 116,088
Beneficially ____________________________________________
Owned by Each 8. Shared Voting Power
Reporting -0-
Person ____________________________________________
9. Sole Dispositive Power
116,088
--------------------------------------------
10. Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
116,088
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
4.420%
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14. Type of Reporting Person
CO
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2
<PAGE>
Schedule 13D
(Cover Page - Part II)
CUSIP NO. 047465 10 9
- ------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of above persons
Athey Products Corporation
Tax ID No.: 36-0753480
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2. Check the Appropriate Box if a Member of a Group (a) [ x ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2 (d) or 2 (e)
[ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 218,963
Beneficially ____________________________________________
Owned by Each 8. Shared Voting Power
Reporting -0-
Person ____________________________________________
9. Sole Dispositive Power
218,963
--------------------------------------------
10. Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
218,963
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.337%
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14. Type of Reporting Person
CO
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3
<PAGE>
Item 1. Security and Issuer
This filing is Amendment No. 7 to the October 12, 1981 statement on
Schedule 13D of Orton/McCullough Crane Company, Inc., an Indiana corporation, as
amended by Amendment No. 1 thereto dated August 29, 1990 (in which Athey
Products Corporation, a Delaware corporation, joined as a reporting person),
Amendment No. 2 thereto dated January 8, 1991, Amendment No. 3 thereto dated
January 24, 1991, Amendment No. 4 thereto dated February 7, 1992, Amendment No.
5 thereto (erroneously identified as Amendment No. 4) dated November 18, 1993,
and Amendment No. 6 thereto (erroneously identified as Amendment No. 4) dated on
or about February 28, 1995. The security to which this statement relates is the
Common Stock, par value $1.00 per share, of Hein-Werner Corporation (the
"Company"). The principal executive offices of the Company are located at 1005
Perkins Avenue, Waukesha, Wisconsin, 53187-1606.
Item 2. Identity and Background
This Item 2 is hereby amended and restated as follows:
This statement is filed by Orton/McCullough Crane Company, Inc., an
Indiana Corporation, with its principal office and place of business at 1244 E.
Market, P. O. Box 830, Huntington, Indiana 46750. Orton/McCullough Crane
Company, Inc. is engaged in the business of heavy equipment manufacturing.
This statement is also filed by Athey Products Corporation, a Delaware
corporation, with its principal office and place of business at 1839 South Main
Street, Wake Forest, North Carolina 27587. Athey Products Corporation is engaged
in the business of manufacturing and selling heavy duty mobil street sweepers,
conveyors, force-feed loaders, graders and related equipment and parts.
The name, business address, citizenship, and present principal
occupation or employment and the name, principal business and address of any
business corporation or other organization in which such occupation or
employment is conducted, of each of the directors and executive officers of
Orton/McCullough Crane Company, Inc. and of Athey Products Corporation are set
forth on Schedules A and B attached hereto, respectively.
4
<PAGE>
During the last five years, neither reporting company, nor, to the best
of their respective knowledge, any of their respective directors or executive
officers has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, neither
reporting company, nor, to the best of their respective knowledge, any of their
respective directors or executive officers was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
No amendment to this Item 3.
Item 4. Purpose of Transaction
This Item 4 is hereby amended and restated as follows:
The securities described in this statement were acquired for
investment. Each of the reporting companies herein reserves the right to acquire
additional shares of stock of the Company, as well as the right to dispose of
any and all of such shares in the market on terms and at prices determined by
such reporting company.
Neither reporting person, nor, to the best of their respective
knowledge, any of their respective directors or executive officers listed on
Schedules A and B hereto, have any plan or proposal which relates to or would
result in:
(a) an extraordinary transaction such as a merger,
reorganization or liquidation, involving the Company;
(b) a sale or transfer of a material amount of assets of the
Company;
(c) any change in the Company's present board of directors
or management, including any change in the number or
term of directors or the filling of any existing
vacancies on the board);
(d) any change in the Company's present capitalization
policy or dividend policy;
(e) any other material change in the Company's business or
corporate structure;
5
<PAGE>
(f) any change in the Company's charter or by-laws or other
actions which may impede the acquisition of control of
the Company by any person;
(g) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(h) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act of 1934;
(i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
This Item 5 is hereby amended to add the following:
Orton/McCullough Crane Company, Inc. and Athey Products Corporation
received the following additional shares of the Company's Common Stock as a 5%
stock dividend payable January 26, 1996 to shareholders of record as of January
5, 1996.
Date Shareholder Shares
January 26, 1996 Orton/McCullough Crane Company, Inc. 5,525
Athey Products Corporation 10,426
Total 15,951
Following such stock dividend, Orton/McCullough Crane Company, Inc. and
Athey Products Corporation owned 116,088 and 218,963 shares of Common Stock,
respectively, or 4.42% and 8.34%, respectively, of the outstanding Common Stock
(based on the latest public filings of the Company). Each reporting person
exercises sole voting and dispositive power with respect to the shares indicated
herein as owned thereby. Consequently, the aggregate shares owned by the
reporting persons hereto is 335,051 shares, or 12.76% of the outstanding Common
Stock of the Company.
6
<PAGE>
To the best knowledge of the reporting companies, no director or
executive officer of either reporting company beneficially owns any Common
Stock.
To the best knowledge of the reporting companies, except as
reported herein, no other transactions in the Company's Common Stock were
effected in the past 60 days by any director or executive officer of either
reporting company.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No amendment to this Item 6.
Item 7. Material to be Filed as Exhibits
Exhibit 1 -- Joint Filing Agreement among Orton/McCullough Crane
Company, Inc. and Athey Products Corporation.
7
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify the information set forth in this statement is true, complete
and correct.
ORTON/McCULLOUGH CRANE COMPANY, INC.
Date: August 26, 1996 By: /s/ John F. McCullough
--------------- ----------------------
John F. McCullough
8
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
the information set forth in this statement is true, complete and correct.
ATHEY PRODUCTS CORPORATION
Date: August 26, 1996 By: /s/ James H. Stumpo
--------------- --------------------
James H. Stumpo
President and Chief Executive Officer
9
<PAGE>
Schedule A
Orton/McCullough Crane Company, Inc.
Officers, Directors and Controlling Stockholders
<TABLE>
<CAPTION>
- ---------------------------------------- ------------------------------------- -------------------------------------
Name Address Position
- ---------------------------------------- ------------------------------------- -------------------------------------
<S> <C>
John F. McCullough* 1244 East Market Street President and Director
Huntington, IN 46750
- ---------------------------------------- ------------------------------------- -------------------------------------
Martin W. McCullough 1244 East Market Street Vice President, General
Huntington, IN 46750 Manager and Director
- ---------------------------------------- ------------------------------------- -------------------------------------
Eileen R. McCullough* 1211 West 22nd Street Vice President and
Oak Brook, IL 60521 Director
- ---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
* Mr. and Mrs. McCullough own 100% of the outstanding stock of Orton/McCullough
Crane Company, Inc.
10
<PAGE>
Schedule B
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)
(Performance Graph appears here)
(Values are listed below)
Year Ended December 31,
1990 1991 1992 1993 1994 1995
NASDAQ Total Return Index
(U.S. Companies) $100 161 187 216 210 296
NASDAQ Trucking and Transportation
Stock Index $100 145 178 215 196 223
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.
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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
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JOINT FILING AGREEMENT Exhibit 1
This will confirm the agreement by and among all of the undersigned
that the filing on Schedule 13D filed on or about this date with respect to the
beneficial ownership by the undersigned of shares of Common Stock, par value
$1.00 per share, of Hein-Werner Corporation is being filed on behalf of each of
the undersigned. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
Date: August 26, 1996
ORTON/MCCULLOUGH CRANE COMPANY, INC.
By: /s/ John F. McCullough
John F. McCullough
President
ATHEY PRODUCTS CORPORATION
By: /s/ James H. Stumpo
James H. Stumpo
President and Chief Executive Officer
