ATHEY PRODUCTS CORPORATION
1839 SOUTH MAIN STREET
WAKE FOREST, NORTH CAROLINA 27587-9289
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
The 2000 Annual Meeting of the Stockholders of Athey Products Corporation
("Athey" or the "Company"), a Delaware corporation, will be held at the
executive offices of the Company located at 1839 South Main Street, Wake Forest,
North Carolina, on Thursday, May 25, 2000 at 11:00 A.M., for the following
purposes:
1. To fix the number of directors of the Company at five and to elect a
board of directors to hold office until the next annual meeting of
stockholders or until their respective successors have been elected or
appointed;
2. To ratify the appointment of the accounting firm of McGladrey &
Pullen, LLP as independent auditors for the Company for the current
year; and
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
These items are fully discussed in the following pages, which are made
part of this notice. Only stockholders of record on the books of the Company at
the close of business on April 10, 2000 will be entitled to notice of and to
vote at the annual meeting. A list of such stockholders entitled to vote will be
available at the Company's office at 1839 South Main Street, Wake Forest, North
Carolina 27587-9289, at the time and place of the meeting, and during the ten
days prior to the Annual Meeting.
Stockholders are requested to complete, date, sign and return the
enclosed proxy card as promptly as possible. The giving of such proxy will not
affect your right to vote in person should you decide to attend the Annual
Meeting.
If you would like to attend the meeting and your shares are held by a
broker, bank or other nominee, you must bring to the meeting a recent brokerage
statement or a letter from the nominee confirming your beneficial ownership of
the shares. You must also bring a form of personal identification. In order to
vote your shares at the meeting, you must obtain from the nominee a proxy issued
in your name.
Whether or not you expect to attend, WE URGE YOU TO SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors
WILLIAM H. WARDEN
CFO, VP-Finance, Treasurer & Corporate
Secretary
Wake Forest, North Carolina
April 24, 2000
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ATHEY PRODUCTS CORPORATION
1839 SOUTH MAIN STREET
WAKE FOREST, NORTH CAROLINA 27587-9289
APRIL 24, 2000
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 ("Athey" or
the "Company") for use at the 2000 Annual Meeting of the Stockholders of the
Company to be held May 25, 2000, at 11:00 A.M., Eastern Time, at the Company's
offices located at 1839 South Main Street, Wake Forest, North Carolina, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
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 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 stockholders on or about
April 24, 2000.
ELECTION OF DIRECTORS
The By-Laws of the Company provide for a board of not less than three
nor more than ten directors, as from time to time shall be determined by a
majority of the votes to which all of the stockholders of the Company are at the
time entitled. The Board of Directors of the Company has recommended to the
stockholders that the number of directors be fixed at five (5), subject to the
approval of the stockholders at the 2000 Annual Meeting. Directors will be
elected at the meeting to serve until the next Annual Meeting of Stockholders or
until their successors are elected and shall have qualified. The affirmative
vote of a plurality of the votes cast is required to fix the number of directors
at five and to elect directors. Abstentions and broker non-votes will not be
counted in determining the number of shares voted for fixing the number of
directors at five and in favor of 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 fixing the number of directors at five and 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.
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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 and (ii) 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 MARCH 20, 2000(2) OF CLASS
--------------------------------- --- --------- ------------------ --------
<S> <C> <C> <C> <C> <C>
John F. McCullough (3).................................. 74 1975 1,597,726 41.98%
Chairman of the Board of the
Company and Chairman of
Orton/McCullough Crane Company, Inc.
Oak Brook, Illinois
Martin W. McCullough (3).............................. 42 1985 12,632 *
Director of the Company and
President of
Orton/McCullough Crane Company, Inc.
Huntington, Indiana
Richard A. Rosenthal...................................... 67 1977 5,691 *
Director of the Company and
Retired Director of Athletics
University of Notre Dame
South Bend, Indiana
Thomas N. Nelson............................................ 62 1998 2,325 *
Director, President and Chief Executive
Officer of the Company
Joseph L. Dindorf........................................... 59 1999 1,000 *
Director of the Company
Retired President and CEO of
Hein-Werner Corporation
Brookfield, Wisconsin
William H. Warden......................................... 56 - - *
Chief Financial Officer,
Vice-President- Finance,
Treasurer and Corporate Secretary
Executive officers and directors as
a group (6 persons).................................... 1,619,374 42.55%
</TABLE>
* Less than one percent.
(1) Each executive officer's and director's principal occupation and
employment for the last five years has been listed above, except for
John F. McCullough, Martin W. McCullough, Thomas N. Nelson and William
H. Warden. Prior to May 1997, Mr. John F. McCullough was Chairman &
President, and Mr. Martin W. McCullough was Vice-President and General
Manager of, Orton/McCullough Crane Company, Inc. In May 1997, Mr.
Martin W. McCullough became President of Orton/McCullough Crane
Company, Inc. and Mr. John F. McCullough continued as Chairman. Prior
to June 1996, Mr. Nelson was Product Sales Manager for Bucyrus-Erie
Company, South Milwaukee, Wisconsin. From June 1996 to May 1998, Mr.
Nelson was Director of Sales & Marketing for the Company. Mr. Nelson
was elected as Vice-President, Sales & Marketing of the Company on May
11, 1998, and was elected President and Treasurer on December 16, 1998.
Mr. 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; and St. Joseph Capital Corporation, Mishawaka, Indiana.
Mr. Joseph L. Dindorf is the retired President and Chief Executive
Officer of Hein-Werner Corporation. Prior to December 21, 1998, Mr.
Warden was CFO and VP-Administration for Touch Scientific Inc.
(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 "Security
Ownership of Certain Beneficial Owners and Management"). Mr. John F.
McCullough disclaims beneficial ownership of such shares. Mr. John F.
McCullough is the father of Mr. Martin W. McCullough.
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The term of office all such directors elected would be until their
successors are elected and qualified, scheduled for the next annual meeting.
The Board of Directors of the Company has an audit committee consisting
of Messrs. Joseph L. Dindorf, Martin W. McCullough, and Richard A. Rosenthal.
The audit committee, which held two meetings in 1999, 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 1999 was five. During 1999, each director listed attended all
of the meetings of the Board and committees thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR FIXING THE NUMBER OF
DIRECTORS AT FIVE AND THE ELECTION OF THE ABOVE NOMINEES FOR DIRECTOR.
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, 2000, subject to the approval of
the stockholders. 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 appropriate questions which are raised orally at the meeting
or which are submitted in writing to the Company, before the meeting. If the
stockholders 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, 1999, the only services
rendered by McGladrey & Pullen, LLP were auditing services, consisting of the
annual audit, reviews of the annual report on Form 10-K and the annual report to
stockholders, annual audit of the Company's 401(k) plan, 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.
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VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The Board of Directors has fixed the close of business on April 10,
2000 as the record date for the determination of stockholders 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 10, 2000, the record date, there were
outstanding 3,805,608 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 10, 2000,
regarding each person who was known by the Company to own beneficially more than
5% of the outstanding Common Shares of the Company:
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP
NAME AND ADDRESS OF OF COMMON PERCENT
BENEFICIAL OWNER SHARES (3) OF CLASS
---------------- ---------- --------
Orton/McCullough Crane Company, Inc. (1)........... 1,597,726 41.98%
1244 East Market Street
Huntington, Indiana 46750
Isometrics, Inc. (2)............................... 247,372 6.50%
1266 North Scales Street
Post Office Box 660
Reidsville, North Carolina 27320
Franklin Resources, Inc........................... 198,000 5.20%
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, California 94403-7777
(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., although he disclaims
beneficial ownership of such shares.
(2) Mr. Dennis M. Bracy, the president, director and majority
shareholder, of Isometrics, Inc., may be deemed to share beneficial
ownership of the shares shown as beneficially owned by Isometrics,
Inc.
(3) Shares shown as owned by Orton/McCullough Crane Company, Inc.,
Isometrics, Inc. and Franklin Resources, Inc. are as reported on the
latest Schedule 13D or 13G filings by such entities, respectively.
The Common Shares are the only class of outstanding voting securities of
the Company. Also, as of April 10, 2000, all executive officers and directors of
the Company owned of record and beneficially, 1,619,374 Common Shares, or
approximately 42.55% 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely on review of reports furnished
to it, all Section 16(a) filing requirements applicable to its executive
officers, directors and more than 10% beneficial owners were complied with,
except that Mr. Dindorf inadvertently filed late his Form 3 initial statement of
beneficial ownership showing his election as a director of the Company.
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COMPENSATION 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 President or Chief Executive Officer during 1999. No other executive officer
of the Company was paid compensation for 1999 in excess of $100,000.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other Annual
Name and Salary Bonus Compensation
Principal Positions Year $ $ $
- ------------------- ---- ------------------- -------------- ------------
<S> <C> <C> <C> <C>
Thomas N. Nelson (1)
President, CEO and Director 1999 100,692 10,000 (2) 3,021 (3)
1998 83,206 - 2,496 (4)
1997 80,000 - 2,400 (5)
</TABLE>
(1) Prior to being elected President and Chief Executive Officer on June
3, 1999, Mr. Nelson was President and Treasurer of the Company.
Prior to December 16, 1998, Mr. Nelson served as the Company's
Vice-President of Sales and Marketing.
(2) Bonus earned in 1999, and paid in March 2000.
(3) Payments included in this amount for the fiscal year ended December
31, 1999 consist of:
(a) Company contributions of $3,021 to the Athey Products
Corporation Employees 401(k) Plan (the "401(k) Plan"), which
is a defined contribution salary reduction 401(k) Plan
qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended.
(4) Payments included in this amount for the fiscal year ended December
31, 1998 consist of:
(a) Company contributions of $2,496 to the Athey Products
Corporation Employees 401(k) Plan (the "401(k) Plan"), which
is a defined contribution salary reduction 401(k) Plan
qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended.
(5) Payments included in this amount for the fiscal year ended December
31, 1997 consist of:
(a) Company contributions of $2,400 to the Athey Products
Corporation Employees 401(k) Plan (the "401(k) Plan"), which
is a defined contribution salary reduction 401(k) Plan
qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended.
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COMPENSATION REPORT
The Company's executive officer compensation program as in effect for 1999
consisted of (i) base salary established on the basis of non-quantitative
factors such as positions of responsibility and authority, years of service and
annual performance evaluations and (ii) a cash-based incentive bonus plan which
is based upon the Company's performance and profitability. Executive officers
(including the Chief Executive Officer) were also eligible in 1999 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.
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 cash-based incentive
bonus plan which is based upon the Company's performance and profitability.
Small bonuses were paid for 1999 in March 2000. No bonuses were paid under the
bonus plan for the previous past four years. The Company has no long-term
incentive or stock option plans or stock appreciation rights.
Mr. Nelson received $100,692 in base salary from the Company in 1999 serving as
President and Chief Executive Officer and $80,000 in base salary from the
Company in 1998 and 1997, respectively, serving as Vice-President Marketing and
Sales and President of the Company. Mr. Nelson received $3,021 in 1999, $2,496
in 1998, and $2,400 in 1997, from Company contributions 401(k) Plan.
BOARD OF DIRECTORS
Joseph L. Dindorf
John F. McCullough
Martin W. McCullough
Thomas N. Nelson
Richard A. Rosenthal
DIRECTOR COMPENSATION
Directors who are employees of the Company do not receive fees for
attendance at director's meetings, but directors are reimbursed for their
out-of-pocket expenses incurred in attending meetings of directors and
stockholders. Mr. John F. McCullough is paid $100,000 annually by the Company
for serving as Chairman of the Board of Directors. Directors who are not
employees of the Company are paid $18,000 a year by the Company for serving as
directors. No other remuneration was paid as directors' fees in 1999. No
directors were paid additional compensation for committee participation or
special assignments in 1999.
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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 SmallCap Market 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 Transportation Stock Index (specifically SIC Code
3711).
[COMPARISON GRAPH APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)
----------------------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Total Return Index $100 $140 $172 $210 $294 $547
NASDAQ Transportation Stock Index $100 $124 $138 $161 $148 $151
Athey Products Corporation $100 $66 $63 $64 $38 $32
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 Transportation Stock Index, was $100 on
December 31, 1994 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 President
and Chief Executive Officer) establishes the compensation of the President and
Chief Executive Officer and reviews and approves compensation for all other
officers based on the recommendation of the President and Chief Executive
Officer.
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 stockholder of Orton/McCullough Crane Company, Inc., which owned
1,597,726 shares of the Company's common stock, or 41.98%, as of April 10, 2000.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December
31, 1999, 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.
STOCKHOLDER PROPOSALS
In order for stockholder proposals intended to be presented at the
Company's 2001 Annual Meeting of Stockholders 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 1839 South Main Street, Wake Forest,
North Carolina 27587-9289 by December 29, 2000. Any such proposal must be in
accordance with the provisions of Rule 14a-8 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended. It is
suggested that any such proposal be submitted by certified mail -- return
receipt requested.
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 1999 Form 10-K Report required to be filed with
Securities and Exchange Commission will be mailed to stockholders without charge
upon written request to: Athey Products Corporation, 1839 South Main Street,
Wake Forest, North Carolina 27587-9289. Such request must set forth a good-faith
representation that the requesting party was either a holder of record or a
beneficial owner of common stock of the Company on April 10, 2000.
By Order of the Board of Directors
WILLIAM H. WARDEN
CFO, VP-Finance, Treasurer & Corporate
Secretary
Wake Forest, North Carolina
April 24, 2000
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PROXY/VOTING INSTRUCTION CARD
ATHEY PRODUCTS CORPORATION
1839 South Main Street
Wake Forest, North Carolina 27587-9289
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 (the "Company") held of record by the
undersigned on April 10, 2000 at the annual meeting of stockholders to be held
on May 25, 2000 or at any adjournment thereof. IF NO DIRECTION AS TO THE MANNER
OF VOTING THE PROXY IS MADE, THE PROXY WILL BE VOTED FOR FIXING THE NUMBER OF
DIRECTORS OF THE COMPANY AT FIVE, FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL
2 AS INDICATED ON THE REVERSE SIDE HEREOF.
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.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ -----------------------------------
- ------------------------------------ -----------------------------------
- ------------------------------------ -----------------------------------
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
ATHEY PRODUCTS CORPORATION
- --------------------------------------------------------------------------------
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
--------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --------Stockholder sign here-------------------------Co-owner sign here--------
1. Fixing the number of directors at five and election of Directors.
Joseph L. Dindorf For All With- For All
John F. McCullough Nominees hold Except
Martin W. McCullough [ ] [ ] [ ]
Thomas N. Nelson
Richard A. Rosenthal
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of
the nominee(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Proposal to approve the appointment of McGladrey [ ] [ ] [ ]
& Pullen, LLP as the independent public
accountants of the Company.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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 Proposals 1 and 2. The Board of Directors recommends a vote FOR
Proposals 1 and 2.
