<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 transactions 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 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously 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> 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 28, 1996 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, 1996; 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 1, 1996 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
/s/ Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 17, 1996
1
<PAGE> 3
REXWORKS INC.
PROXY STATEMENT FOR
1996 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 28, 1996, commencing at 9:00 a.m. C.D.T. and at any adjournments thereof.
This proxy material is being mailed on or about April 26, 1996 to stockholders
of record as of April 1, 1996.
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 1996. 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 judgment.
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
1, 1996 are entitled to vote at the Meeting. As of the record date, there were
1,886,668 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."
2
<PAGE> 4
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS
MEETING OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during 1995. Each of the directors
attended at least 75% of the meetings of the Board and the Board Committees on
which he served.
COMMITTEES
The Company has an Audit Committee consisting of Messrs. Frazier, Nasgovitz and
Van Deuren. This Committee met twice in 1995. 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 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, Bleustein and Van Deuren. Among other things, the committee
recommends and approves compensation adjustments for senior management;
compensation, benefit and incentive plans for management; and benefit plans for
the Company as a whole. The Compensation Committee met twice in 1995.
COMPENSATION OF DIRECTORS
Each non-employee director during 1995 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 1995, 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: Bruce A. Beda, Jeffrey L. Bleustein,
Frederick L. Brengel, Warner C. Frazier, Michael C. Hadjinian and Richard A.
Van Deuren (the "Nominees"). Mr. William J. Nasgovitz, a director of the
Company since 1992, submitted his resignation from the Board of Directors on
April 17, 1996. The Board of Directors elected Bruce A. Beda to fill the
resulting vacancy. 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
3
<PAGE> 5
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:
BRUCE A. BEDA has been Chief Executive Officer of Orion Partners LLC, a private
investment company, since 1995. From 1986 to 1995 he was Vice-President and
Chief Financial Officer of Venturedyne LTD. Prior to that he held various
management positions at Kimberly-Clark, The Pillsbury Company and Wehr
Corporation. Mr. Beda is 55 years old.
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 a member of the Compensation Committee. Mr.
Bleustein is 56 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 Committee. Mr. Brengel is 73
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 63 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 45 years old.
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 67 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.
4
<PAGE> 6
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 1996 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, he or
she will be provided an opportunity to make a statement if he or she desires,
and will be available to respond to appropriate questions.
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 1, 1996 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 Option Total Shares and
Number of Shares Shares Beneficially Option Shares Percentage of
Name Beneficially Owned Owned Beneficially Owned Shares Outstanding
- ---------------------------- ---------------------- ---------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Trustees of the Rexworks
Inc. Employee Stock
Ownership Trust 134,085 -- 134,085 7.1%
B.A. Beda 1,000 0 1,000 0.1%
J.L. Bleustein 2,000 0 2,000 0.1%
F.L. Brengel 29,300 25,000 54,300 2.9%
R.C. Carone (1) 71,106 7,610 78,716 4.2%
W.C. Frazier 8,000 25,000 33,000 1.7%
M.C. Hadjinian (2) (3) 139,785 43,793 183,578 9.7%
C.J. Klinck (1) 65,829 7,534 73,363 3.9%
T.D. Lauerman (2) (3) 139,085 13,000 152,085 8.1%
G.T. Moeller 1,400 13,000 14,400 0.8%
W.J. Nasgovitz (4) 236,200 15,000 251,200 13.3%
Heartland Advisors, Inc. (4) 245,600 0 245,600 13.0%
R.A. Van Deuren 94,419 25,000 119,419 6.3%
C.J. Vogus (3) 1,500 14,000 15,500 0.8%
All Executive Officers and
Directors as a Group
(11 persons) (2) (3) (4) 414,954 173,937 588,891 31.2%
</TABLE>
5
<PAGE> 7
(1) The amounts shown for 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 134,085 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, and all directors and executive
officers as a group exclude 16,667 of option shares which are not
currently exercisable.
(4) Heartland Advisors, Inc. is an investment advisory firm located in
Milwaukee, WI. Mr. William J. Nasgovitz is President, Chief Executive
Officer and a Director of Heartland Advisors, Inc. Mr. Nasgovitz was a
member of the Rexworks Board of Directors from 1992 until his resignation
on April 17, 1996.
6
<PAGE> 8
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, 1990 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.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
REXWORKS $100.00 $ 53.05 $134.67 $142.83 $138.75 $ 69.38
NASDAQ NON-FINANCIAL 100.00 160.98 176.09 203.32 194.86 267.92
NASDAQ STOCK MARKET 100.00 160.56 186.87 214.51 209.69 296.30
</TABLE>
7
<PAGE> 9
EXECUTIVE COMPENSATION
The following table shows the total compensation paid, payable and/or accrued
for services rendered during the years ended December 31, 1995, 1994, and 1993
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>
Annual Compensation Long Term
------------------- Compensation
Awards
------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options Granted (#) Compensation ($) (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael C. Hadjinian 1995 163,442 -- 5,000 2,772
Chairman, President 1994 153,000 45,000 -- 2,475
& Chief Executive Officer 1993 150,000 -- 5,460 2,388
Clinton E. Vogus 1995 102,688 -- 4,000 2,260
Vice President - 1994 91,565 22,891 10,000 989
Operations 1993 -- -- -- --
Christopher J. Klinck 1995 99,781 -- 4,000 2,303
Vice President - 1994 97,888 28,143 -- 1,762
Compaction Sales 1993 97,888 -- 3,543 1,869
Richard C. Carone 1995 98,272 -- 4,000 2,211
Vice President - 1994 98,272 24,568 -- 1,769
Marketing 1993 98,272 -- 3,610 626
George T. Moeller 1995 84,481 -- 3,000 1,785
Vice President - 1994 78,695 14,685 -- 1,362
Grinder Sales 1993 59,231 -- 10,000 --
</TABLE>
(1) Other compensation represents employer matching contributions under the
Rexworks Inc. 401(k) Savings Plan.
OPTION GRANTS IN 1995 FISCAL YEAR
The following table shows stock options granted to the named executive officers
during the year ended December 31, 1995.
<TABLE>
Potential Realizable Value At Assumed
Annual Rates of Stock Price
Appreciation
For Option Term
-------------------------------------
% Of Total
Options Options Granted
Granted (#) To Employees in Exercise
1995 Price ($) Expiration Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
M.C. Hadjinian 5,000 16.7% 4.25 2/23/05 13,364 33,867
C.E. Vogus 4,000 13.3% 4.25 2/23/05 10,691 27,094
C.J. Klinck 4,000 13.3% 4.25 2/23/05 10,691 27,094
R.C. Carone 4,000 13.3% 4.25 2/23/05 10,691 27,094
G.T. Moeller 3,000 10.0% 4.25 2/23/05 8,018 20,320
</TABLE>
8
<PAGE> 10
OPTION EXERCISES IN 1995 AND YEAR END OPTION VALUES
The following table shows the number of options exercised during 1995 by the
named executive officers as well as the number of unexercised stock options
held by the named executive officers as of December 31, 1995.
<TABLE>
<CAPTION>
Number of Shares Number of Unexercised Value of Unexercised
Acquired on Exercise Options at 12/31/95 Options at 12/31/95
(#) (#) (1) ($) (2) Exercise Price ($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
M.C. Hadjinian 0 50,000 6,500 2.00
5,460 0 3.38
5,000 0 4.25
C.E. Vogus 0 10,000 0 4.450
4,000 0 4.25
C.J. Klinck 0 3,534 0 3.38
4,000 0 4.25
R.C. Carone 0 3,610 0 3.38
4,000 0 4.25
G.T. Moeller 0 10,000 0 5.25
3,000 0 4.25
</TABLE>
(1) All options presented in the table were exercisable at December 31, 1995
except as described below. Of the 50,000 options granted to Mr. Hadjinian
in 1992, 16,667 shares were exercisable at December 31, 1995, 16,666
shares became 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 1995, 5,000 shares were exercisable at December 31, 1995 and
5,000 shares became exercisable after February 21, 1996.
(2) The value of the unexercised options at December 31, 1995 is computed
based upon closing price of the Company's Common Stock on the NASDAQ
National Market System on December 30, 1995 ($2.13 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.
9
<PAGE> 11
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.
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 1995 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 1995 fiscal year, each
participant received a predetermined number of stock options if Company
performance targets were met. No cash payments were made under this plan for
1995 performance.
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 $170,000. 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
10
<PAGE> 12
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 Jeffrey L. Bleustein
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 1995 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
The Company has entered into employment contracts with a number of its
executive officers. The employment contracts with Messrs. Hadjinian, Carone,
and Klinck provide severance payments of one year's salary upon termination
other than by reason of 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
employment contract with Mr. Vogus requires the payment of one year's salary
upon termination if a change in control occurred less than two years prior to
such termination. 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 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 contracts with current Company employees is $1,309,916,
assuming current salaries and that maximum payments are made as a result of a
change of control.
11
<PAGE> 13
STOCKHOLDER'S PROPOSALS FOR 1997 ANNUAL MEETING
It is anticipated that the 1997 Annual Meeting of Stockholder will be held on
or about May 15, 1997. 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, 1996.
ANNUAL REPORT
The 1995 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,
/s/ Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 17, 1996
12
