<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Rexworks Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Rexworks Inc.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
Commonstock : Par Value $.12
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
1,884,332
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- - --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
N/A
- - --------------------------------------------------------------------------------
/ / 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:
N/A
- - -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- - --------------------------------------------------------------------------------
(3) Filing party:
N/A
- - --------------------------------------------------------------------------------
(4) Date filed:
N/A
- - --------------------------------------------------------------------------------
<PAGE> 2
[REXWORKS LOGO]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
REXWORKS INC.
445 West Oklahoma Avenue
Milwaukee, WI 53207
To Our Stockholders:
The Annual Meeting of the stockholders of Rexworks Inc. (the "Company") will be
held at the Company's offices located at 445 West Oklahoma Avenue, Milwaukee,
Wisconsin, on Tuesday, May 16, 1995, commencing at 9:00 a.m. C.D.T. for the
following purposes:
1. To elect six directors;
2. To ratify the appointment of Arthur Andersen LLP, independent
certified public accountants, as auditors of the Company for
its fiscal year ending December 31, 1995; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on April 3, 1995, are entitled
to vote at the meeting. You are cordially invited to attend the meeting in
person. However, whether you plan to attend the meeting or not, you are urged
to sign, date and mark the accompanying proxy card and mail it at once in the
enclosed envelope, which requires no postage if mailed in the United States.
Your attendance at the meeting, whether in person or by proxy, is important to
ensure a quorum.
Please consult the accompanying Proxy Statement for further information
concerning the Meeting, the election of Directors, the ratification of auditors
and other matters.
BY ORDER OF THE
BOARD OF DIRECTORS
Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 12, 1995
<PAGE> 3
REXWORKS INC.
PROXY STATEMENT FOR
1995 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of Rexworks Inc. (the "Company") to be used
at the Annual Meeting of Stockholders of the Company to be held at the
Company's offices located at 445 West Oklahoma Avenue, Milwaukee, Wisconsin, on
May 16, 1995, commencing at 9:00 a.m. C.D.T. and at any adjournments thereof.
This proxy material is being mailed on or about April 17, 1995 to stockholders
of record as of April 3, 1995.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
A Stockholder who executes the accompanying form of proxy may revoke it at any
time before it is voted by filing with the Secretary of the Company a written
revocation or an executed proxy bearing a later date, or by attending the
annual meeting and voting in person. All shares represented by proxies
received pursuant to this solicitation prior to the Meeting and not revoked
before they are exercised, will be voted as specified. If no instructions are
specified, the shares represented thereby will be voted (1) in FAVOR of the
election of the directors listed in the enclosed Proxy, and (2) in FAVOR of the
ratification of Arthur Andersen LLP, as auditors of the Company for 1995. The
enclosed Proxy is being solicited by the Board of Directors of the Company.
All expenses of solicitation of these proxies will be borne by the Company.
The solicitation is being made by mail and may also be made in person or by
telephone by officers, directors and employees of the Company who will receive
no additional compensation for their services in connection with the
solicitation. Brokers, custodians, nominees and other fiduciaries who hold
stock in their names and who solicit proxies from beneficial owners will be
reimbursed by the Company for their reasonable expenses in so doing.
The Board of Directors knows of no business which will be presented at the
Meeting other than matters referred to in the accompanying Notice of Meeting.
However, if any other matters are properly presented to the Meeting, it is
intended that person named in the Proxy will vote on such matters in accordance
with his judgement.
Only holders of the $.12 par value common stock of the Company whose names
appear of record on the books of the Company at the close of business on April
3, 1995, are entitled to vote at the Meeting. As of the record date, there
were 1,884,332 shares of Common Stock outstanding. Each share of Common Stock
is entitled to one vote on each matter to be presented at the Meeting. The
vote of majority of shares of Common Stock represented and entitled to vote at
the Meeting is required for approval of each proposal being submitted to
stockholders. Pursuant to the Company's By-Laws, any proxy marked "abstain"
with respect to any item will be treated as present at the meeting for the
purposes of determining a quorum, but will not be counted toward approval of
any item with respect to which the proxy is marked "abstain".
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS
MEETING OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 1994. Each of the directors
attended all meetings of the Board and the Board Committees on which he served.
COMMITTEES
The Company has an Audit Committee consisting of Messrs. Brengel, Frazier,
Nasgovitz and Van Deuren. This Committee met twice in 1994. Among other
things, the Committee recommends the selection of the independent public
accountants, reviews the scope and procedures of the planned audit activities
of both the independent public accountants and the Company's accounting
personnel and reviews the quality of financial reporting and internal
1
<PAGE> 4
accounting controls. It also approves proposed non-audit services of
significance to be performed by the independent public accountants to determine
that such services do not compromise their independence. To assure complete
independence, the independent public accountants and individuals performing
internal accounting functions have full and free access to meet with the Audit
Committee with or without management representatives present, to discuss any
appropriate subjects.
The Company has a Compensation Committee consisting of Messrs. Brengel,
Frazier, Nasgovitz and Van Deuren. Among other things, the committee
recommends and approves compensation adjustments for senior management and
compensation, benefit and incentive plans for management and benefit plans for
the Company as a whole. The Compensation Committee met twice in 1994.
COMPENSATION OF DIRECTORS
Each non-employee director during 1994 received an annual retainer fee of
$10,000 plus $500 for each Board or Committee meeting attended. Directors who
are also employees are not separately compensated for their duties as
directors.
Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C. of which Mr. Van
Deuren is a shareholder, has acted and will continue to act as outside legal
counsel to the Company on certain matters, and charged the Company for services
rendered in 1994, including at times the services of Mr. Van Deuren.
ELECTION OF DIRECTORS
The Company's Restated By-Laws provide that the number of directors shall be
that number elected by the stockholders from time to time, but not less than
three nor more than thirteen. The Board of Directors has nominated the
following six persons for election: Jeffrey L. Bleustein, Frederick L.
Brengel, Warner C. Frazier, Michael C. Hadjinian, William J. Nasgovitz and
Richard A. Van Deuren (the "Nominees"). The Board has no reason to believe
that any of the Nominees will be unable to serve. However, if at or prior to
the meeting any of the Nominees should become unable to serve, the shares
represented by the proxies being solicited will be voted for the election of a
nominee or nominees designated by the Board. A brief biographical statement
follows on the Nominees:
JEFFREY L. BLEUSTEIN has been President and Chief Operating Officer of the
Motorcycle Division of Harley-Davidson, Inc. and Executive Vice-President of
Harley-Davidson, Inc. for more than the past five years. Mr. Bleustein has
been a director since 1994 and is 55 years old.
FREDERICK L. BRENGEL was President and Chief Executive Officer of Johnson
Controls, Inc., a manufacturer of automated building controls, automotive
batteries and industrial process instrumentation and piping systems from 1967
until his retirement in 1988 and was Chairman of the Board of Johnson Controls
from 1985 until his retirement in 1993. He has been a Director of the Company
since 1988 and is a member of the Compensation and Audit Committees. Mr.
Brengel is 72 years old.
WARNER C. FRAZIER has been the Chairman of the Board of Directors, President
and Chief Executive Officer of Simplicity Manufacturing, Inc., a manufacturer
of lawn and garden tractors and snow removal equipment for more than the past
five years. He is Chairman of the Compensation Committee and a member of the
Audit Committee. Mr. Frazier has been a Director since 1986 and is 62 years
old.
MICHAEL C. HADJINIAN has been Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since joining the Company in 1992 and
President since 1994. From 1988 to the date he joined the Company, he held
various senior management positions at FMC Corporation, most recently as
General Manager of its Sweeper Division. Mr. Hadjinian is 44 years old.
WILLIAM J. NASGOVITZ has been president, Chief Executive Officer and Director
of Heartland Advisors, Inc., an investment advisory firm located in Milwaukee,
Wisconsin for more than the past five years. He has been a Director of the
Company since 1992 and is a member of the Compensation and Audit Committees.
Mr. Nasgovitz is 50 years old.
2
<PAGE> 5
RICHARD A. VAN DEUREN has been a shareholder of the law firm Reinhart, Boerner,
Van Deuren, Norris & Rieselbach, for more than the past five years. This law
firm has performed legal services for the Company since its organization in
1982. He is the Chairman of the Audit Committee and a member of the
Compensation Committee. Mr. Van Deuren serves in his individual capacity and
not as a representative of Reinhart, Boerner, Van Deuren, Norris & Rieselbach.
Mr. Van Deuren is 66 years old.
Directors serve one year terms until the next meeting of stockholders or until
their successors have been duly elected and officers serve until their
successors are duly elected.
PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
selected Arthur Andersen LLP, to be the Company's auditors for the 1995 fiscal
year.
Although this appointment is not required to be submitted to a vote of
stockholders, the Board of Directors believes it appropriate as a matter of
policy to request that the stockholders ratify the appointment. If
stockholders' ratification is not received, the Board of Directors may
reconsider the appointment.
Arthur Andersen LLP, independent public accountants, have served as the
Company's auditors since the founding of the Company in 1982. A representative
of Arthur Andersen LLP is expected to be present at the Annual Meeting, will be
provided an opportunity to make a statement if he or she desires and will be
available to respond to appropriate questions.
3
<PAGE> 6
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 3, 1995 by (i) each person who holds of
record or is known by the Company to own beneficially more than 5% of the
Common Stock; (ii) each director and executive officer individually; and (iii)
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Total Shares and Percentage of
Number of Shares Option Shares Option Shares Shares
Name Beneficially Owned Beneficially Owned Beneficially Owned Outstanding
---- ------------------ ------------------ ------------------ -----------
<S> <C> <C> <C> <C>
Trustees of the Rexworks Inc.
Employee Stock Ownership 143,631 0 143,631 7.6%
Trust
445 W. Oklahoma Avenue
Milwaukee, WI 53207
J.L. Bleustein 2,000 0 2,000 *
F.L. Brengel 23,000 25,000 48,000 2.5%
R.C. Carone (1) 71,106 7,610 78,716 4.2%
W.C. Frazier 8,000 25,000 33,000 1.8%
M.C. Hadjinian (2) (3) 149,331 27,127 176,458 9.4%
C.J. Klinck (1) 65,829 7,534 73,363 3.9%
T. D. Lauerman (2) (3) 146,631 8,000 154,631 8.2%
W.J. Nasgovitz (4) 521,162 15,000 536,162 28.5%
R.A. Van Deuren 84,419 25,000 109,419 5.8%
C.J. Vogus (3) 1,500 9,000 10,500 *
All Executive Officers and 924,962 149,271 1,074,233 57.0%
Directors as a Group
(10 persons) (2) (3) (4)
</TABLE>
* Less than 1%
(1) The amounts shown Mr. Carone and Mr. Klinck include 2,181 and 2,204
shares, respectively, of Common Stock allocated to their accounts
under the Employee Stock Plan. (See Compensation Pursuant to Plans.)
(2) The amounts shown for Mr. Hadjinian, Mr. Lauerman and for all
directors and executive officers as a group include 143,631 shares of
Common Stock for which Mr. Hadjinian and Mr. Lauerman have dispositive
power as Trustees of the Rexworks Inc. Employee Stock Ownership Trust,
which holds all shares under the Employee Stock Plan.
(3) The amounts shown for Mr. Hadjinian, Mr. Lauerman, Mr. Vogus and all
directors and executive officers as a group exclude the following
number of option shares which are not currently exercisable: Mr.
Hadjinian - 33,333 shares, Mr. Lauerman - 5,000 shares, Mr. Vogus -
5,000 shares and all directors and executive offices as a group -
43,333 shares.
(4) The amounts shown for Mr. Nasgovitz and all directors and executive
officers as a group include 236,200 shares owned directly by Mr.
Nasgovitz and 251,362 shares held in investment advisory accounts of
Heartland Advisors, Inc. for which Mr. Nasgovitz, as President, may be
deemed to have sole or shared voting power.
4
<PAGE> 7
PERFORMANCE GRAPH
The graph below shows a comparison of the cumulative total return over five
years had $100 been invested at the close of business on December 31, 1989 in
each of: Rexworks Inc. Common Stock, the Total Return Index for the NASDAQ
Stock Market (U.S. Companies) and the Total Return Index for NASDAQ
Non-Financial Stocks. Total return includes increase/decrease in stock price
and reinvested dividends.
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
REXWORKS $100.00 $87.51 $46.43 $117.86 $125.00 $121.43
NASDAQ NON-FINANCIAL $100.00 $88.03 $141.73 $154.92 $177.61 $170.23
NASDAQ STOCK MARKET $100.00 $84.91 $136.28 $158.58 $180.93 $176.92
</TABLE>
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table shows the total compensation paid, payable and/or accrued
for services rendered during the years ended December 31, 1994, 1993, and 1992
to the Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company ("the named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- Awards
------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options Granted (#) Compensation ($)(2)
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael C. Hadjinian 1994 153,000 45,000 0 2,475
Chairman, President 1993 150,000 0 5,460 2,388
and Chief Executive Officer 1992 112,346 9,213 50,000 59,000 (1)
Edward R. Sisolak 1994 113,385 23,319 0 1,987
Former Vice President - 1993 102,500 0 3,647 1,956
Mixer Sales & 1992 102,692 6,154 25,000 1,540
Customer Service
Richard C. Carone 1994 98,272 24,568 0 1,769
Vice President - 1993 98,272 0 3,610 626
Marketing & Mixer Sales 1992 96,583 6,092 0 579
Christopher Klinck 1994 97,888 28,143 0 1,762
Vice President - 1993 97,888 0 3,534 1,869
Compaction Sales 1992 96,211 5,963 0 1,443
Clinton E. Vogus 1994 91,565 22,891 10,000 989
Vice President - Operations 1993 0 0 0 0
1992 0 0 0 0
</TABLE>
(1) $59,000 in compensation in 1992 represents expenses paid by the Company
related to Mr. Hadjinian's relocation.
(2) Except for the amounts explained in Note (1) above, other compensation
represents employer matching contributions under the Rexworks Inc. 401(k)
Savings Plan.
OPTION GRANTS IN 1994 FISCAL YEAR
The following table shows stock options granted to the named executive officers
during the year ended December 31, 1994.
<TABLE>
<CAPTION>
Potential Realizable Value At
Assumed Annual Rates Of Stock
% Of Total Price Appreciation For Option Term
Options Options Granted To Exercise Expiration ----------------------------------
Granted (#) Employees in 1994 Price ($) Date 5% ($) 10% ($)
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
M.C. Hadjinian 0 N/A N/A N/A N/A N/A
E.R. Sisolak 0 N/A N/A N/A N/A N/A
R.C. Carone 0 N/A N/A N/A N/A N/A
C.J. Klinck 0 N/A N/A N/A N/A N/A
C.E. Vogus 10,000 50% 4.50 2/21/04 15,452 39,158
</TABLE>
6
<PAGE> 9
OPTION EXERCISES IN 1994 AND YEAR END OPTION VALUES
The following table shows the number of options exercised during 1994 by the
named executive officers as well as the number of unexercised stock options
held by the named executive officers as of December 31, 1994.
<TABLE>
<CAPTION>
Number of Shares
Acquired on Number of Unexercised Value of Unexercised
Exercise (#) Options at 12/31/94 (#) (1) Options at 12/31/94 ($) (2) Exercise Price ($)
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
M.C. Hadjinian 0 5,460 4,778 3.38
50,000 112,500 2.00
E.R. Sisolak 0 3,647 3,191 3.38
25,000 56,250 2.00
25,000 0 8.00
R.C. Carone 0 3,610 3,092 3.38
C.J. Klinck 0 3,534 3,159 3.38
C.E. Vogus 0 10,000 0 4.50
</TABLE>
(1) All options presented in the table are currently exercisable except as
described below. Of the 50,000 options granted to Mr. Hadjinian in 1992,
16,667 shares are currently exercisable, 16,666 shares become exercisable after
March 31, 1996 and 16,667 shares become exercisable after March 31, 1997. Of
the 10,000 options granted to Mr. Vogus in 1994, 5,000 shares are currently
exercisable and 5,000 shares become exercisable after February 21, 1996.
(2) The value of the unexercised options at December 31, 1994 is computed
based upon closing price of the Company's Common Stock on the NASDAQ National
Market System on December 30, 1994 ($4.25 per share) less the exercise price of
the options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION MATTERS
The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of independent, non-employee directors. One of the primary
responsibilities of the Committee is to recommend to the Board the appropriate
level of executive compensation.
In making its recommendations, the Committee seeks to attract, retain and
motivate the most qualified executives available by offering an
industry-competitive, performance-based executive compensation package. The
Committee's recommendations attempt to offer fair and reasonable fixed
compensation (i.e. base salary) tied to the individual executive's skills and
responsibilities and a variable compensation component (i.e. annual incentive
compensation) tied to the executive's and the Company's results over the most
recent fiscal year.
The Committee annually reviews the competitiveness of executive base salary and
incentive compensation relative to similar size manufacturing companies. As
dictated by general business conditions and competitive restraints, the
Committee recommends adjustment to the executive's base salary and
modifications to the annual incentive compensation for executives.
Executive compensation currently consists of base salary coupled with cash and
stock option awards granted under the Rexworks Inc. Management Incentive
Compensation Program (the "Program").
Base Salary
In determining the appropriate level of base salary, the committee considers
the executive's experience, job responsibilities and performance.
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<PAGE> 10
Management Incentive Compensation Program
The Management Incentive Compensation Program links a portion of each
executive's pay to the Company's overall performances as well as the successful
and timely achievement of individual objectives.
Through the 1994 fiscal year, the Program set target bonus percentages from 20%
to 30% of the participant's base salary. The individual bonus payout ranged
from zero to 200% of the individual target bonus depending upon the Company's
achievement of key financial performance measures and the individual's
achievement of strategic and operational objectives. Effective with the 1995
fiscal year, the Program was amended to create a bonus pool based upon
achievement of key financial measures above a minimum threshold. The amended
Program sets target bonus percentages from 20% to 40% of the participant's base
salary. Individual bonus payouts will be allocated from the pool based upon a
proportion of the individual participant's target bonus to the total target
bonuses for all participants. The target Company performance measures are
developed each year by management and reviewed and approved by the Committee.
Individual performance measures are approved by the Committee and are set by
identifying significant strategic results needed to meet the Company's long
term performance objectives.
Bonus awards are paid in cash. In addition, through the 1994 fiscal year, each
participant received a predetermined number of stock options if Company
performance targets were met.
Chief Executive Officer Compensation
The Committee sets the chief executive officer's base salary taking into
consideration pay for chief executive officers of other companies of similar
size, complexity and performance. Mr. Hadjinian's current annual base salary
is $165,000. Mr. Hadjinian is also a participant in the Management Incentive
Compensation Program, therefore, a significant portion of his overall
compensation is at risk and dependent upon the Company's performance.
When Mr. Hadjinian began his employment with the Company in 1992, he was
granted options to purchase 50,000 shares of the Company's Common Stock at an
option price of $2.00 per share. The grant of these options was approved by
the Board of Directors upon the recommendation of the Compensation Committee
and is intended to provide an ongoing performance incentive by increasing Mr.
Hadjinian's stake in the Company's future performance.
The Compensation Committee believes that Mr. Hadjinian's compensation package
provides him with the incentive to grow the Company's share price and align his
interest with the success of the Company.
Warner C. Frazier, Chairman William J. Nasgovitz
Frederick L. Brengel Richard A. Van Deuren
INFORMATION ABOUT COMPENSATION PLANS
All employees of the Company participate in the Rexworks Employee Stock Plan
("the Employee Stock Plan") after completing one year of service. The Employee
Stock Plan is a stock bonus plan that is qualified under section 401(a) of the
Internal Revenue Code. Under the Employee Stock Plan, the Company may make
annual contributions of Common Stock or cash to purchase shares of Common Stock
in amounts determined by the Board of Directors of the Company, which are
allocated to the account of each participant in proportion to the ratio of the
participant's taxable earnings from the Company to the taxable earnings of all
participants during the year. The Company did not make any contributions to
the plan in 1994 and the Board of Directors has not authorized any further
contributions to the plan at this time.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT;
OTHER EMPLOYMENT ARRANGEMENTS
Mr. M.C. Hadjinian, Mr. R.C. Carone and Mr. C.J. Klinck have entered into
employment contracts with the Company providing severance payment of one year's
salary upon termination other than by reason of the death, retirement,
disability or resignation. If a change of control occurred less than two years
prior to such termination, the payment is tripled, subject to reduction under
certain circumstances. The term "change of control" is defined to mean any
change in the composition of the Board of Directors of the Company resulting in
a majority of the present Board of Directors not
8
<PAGE> 11
constituting a majority thereafter; provided, however, that in making such
determination, directors who were elected by, or on the recommendation of, such
present majority shall be deemed a member of the present Board of Directors.
The maximum liability represented by the contacts with current Company
employees is $1,345,980 assuming current salaries and that applicable payments
are tripled as a result of a change of control.
STOCKHOLDER'S PROPOSALS FOR 1996 ANNUAL MEETING
It is anticipated that the 1996 Annual Meeting of Stockholders will be held on
or about May 15, 1996. In accordance with the provision of Rule 14a-8 of the
Proxy Rules of the Securities and Exchange Commission, any stockholder
proposals to be considered for possible inclusion in the Company's Proxy
Statement for that meeting must be received by Thomas D. Lauerman, the
Company's Secretary, 445 West Oklahoma Avenue, P.O. Box 2037, Milwaukee,
Wisconsin 53201, no later than the close of business on December 15, 1995.
ANNUAL REPORT
The 1994 Annual Report of the Company has been prepared on an integrated basis
with the Company's Annual Report on Form 10-K. A copy of the Annual Report
accompanies this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 12, 1995
9
