<PAGE>
March 29, 1996
To the Stockholders of Albany International Corp.:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
of Albany International Corp. which will be held at the Company's Press Fabrics
Division, 253 Troy Road (Route 4), East Greenbush, New York at 10:00 a.m. on
Tuesday, May 14, 1996. Please join us prior to the Annual Meeting at 9:30 a.m.
to meet the Directors in the meeting room. Refreshments will be served.
Following the Annual Meeting, at approximately 10:30 a.m., we will conduct a
tour of the Press Fabrics Division.
If you plan to attend the meeting and the plant tour, please so indicate on
the enclosed reply card so that we can make the necessary arrangements. The
reply card and your completed proxy should be mailed separately. (An addressed,
postage-prepaid envelope is enclosed for your return of the proxy.)
Information about the meeting, including a description of the various
matters on which the stockholders will act, will be found in the formal Notice
of Annual Meeting and in the Proxy Statement which is attached. The Annual
Report for the fiscal year ended December 31, 1995 is being mailed to you with
these materials.
Sincerely yours,
[SIG] [SIG]
J. SPENCER STANDISH FRANCIS L. McKONE
CHAIRMAN OF THE BOARD PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
ALBANY INTERNATIONAL CORP.
1373 BROADWAY, ALBANY, NEW YORK
MAILING ADDRESS: P. O. BOX 1907, ALBANY, NEW YORK 12201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1996
The Annual Meeting of Stockholders of Albany International Corp. will be
held at the Company's Press Fabrics Division, 253 Troy Road (Route 4), East
Greenbush, New York, on Tuesday, May 14, 1996 at 10:00 a.m., Eastern Time, for
the following purposes:
1. To elect eight Directors to serve until the next Annual Meeting of
Stockholders and until their successors have been elected and qualified.
2. To consider and take action on a proposed Directors Annual Retainer
Plan providing for payment of 50% of the annual retainer in Class A Common
Stock.
3. To consider and take action on a proposal to elect Coopers & Lybrand
as auditors for the Company for 1996.
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 15, 1996 will
be entitled to vote at the Annual Meeting of Stockholders or any adjournment or
adjournments thereof.
Whether or not you plan to be present at the Annual Meeting, PLEASE SIGN,
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY to ensure that your shares are
voted. A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
CHARLES B. BUCHANAN
SECRETARY
March 29, 1996
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Albany International Corp. ("the Company"), 1373 Broadway,
Albany, New York (P.O. Box 1907, Albany, New York 12201), of proxies in the
accompanying form for use at the Annual Meeting of Stockholders to be held on
May 14, 1996 and at any adjournment or adjournments thereof. Each properly
executed proxy in such form received prior to the Annual Meeting will be voted
with respect to all shares represented thereby and will be voted in accordance
with the specifications, if any, made thereon. If no specification is made, the
shares will be voted in accordance with the recommendations of the Board of
Directors. If a stockholder is a participant in the Company's Dividend
Reinvestment Plan, the Albany International Corp. Prosperity Plus 401(k) Plan or
the Albany International Corp. Prosperity Plus ESOP, a properly executed proxy
will also serve as voting instructions with respect to shares in the
stockholder's account in such plans. A proxy may be revoked at any time prior to
the voting thereof. This proxy statement and the accompanying form of proxy are
first being mailed to stockholders of the Company on or about March 29, 1996.
The only persons entitled to vote at the Annual Meeting and any adjournment
or adjournments thereof are (1) holders of record at the close of business on
March 15, 1996 of the 24,706,223 shares of the Company's Class A Common Stock
outstanding on such date and (2) holders of record at the close of business on
March 15, 1996 of the 5,615,563 shares of the Company's Class B Common Stock
outstanding on such date. Each share of Class A Common Stock is entitled to one
vote on each matter to be voted upon. Each share of Class B Common Stock is
entitled to ten votes on each matter to be voted upon.
Under the by-laws of the Company, the presence, in person or by proxy, of
shares having a majority of the total number of votes entitled to be cast at the
meeting is necessary to constitute a quorum. Under Delaware law, if a quorum is
present, a plurality of the votes entitled to be cast at the meeting by the
shares present in person or by proxy is required for approval of the Directors
Annual Retainer Plan and the election of directors and a majority of the votes
entitled to be cast at the meeting by the shares present in person or by proxy
is required for the election of the auditors. Shares present at the meeting in
person or by proxy and entitled to vote which abstain or fail to vote on any
matter will be counted as present and entitled to vote but such abstention or
failure to vote will not be counted as an affirmative or negative vote. Broker
non-votes will be treated as shares present at the meeting which are entitled to
vote but which fail to do so. In the case of approval of the Directors Annual
Retainer Plan and the election of auditors, an abstention or failure to vote
will have the same effect as a negative vote, whether or not this effect is
intended.
<PAGE>
ELECTION OF DIRECTORS
Eight members of the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. Unless otherwise specified on the proxy, the shares represented by a
proxy in the accompanying form will be voted for the election of the eight
nominees listed below, all of whom are presently serving as directors. If any
nominee should be unavailable to serve, which event is not anticipated, the
shares will be voted for a substitute nominee proposed by the Board of
Directors, unless the Board reduces the number of Directors.
<TABLE>
<S> <C>
J. SPENCER STANDISH joined the Company in 1952. He has been a Director
of the Company since 1958. He has served as Chairman of the Board since
[PHOTO] 1984, Vice Chairman from 1976 to 1984, Executive Vice President from
1974 to 1976 and Vice President from 1972 to 1974. He is a Director of
Berkshire Life Insurance Company. He is President of the State
University at Albany Foundation, a Trustee of Siena College and a
director of the United Way of Northeastern N.Y., the Capital Region
Technology Development Council, and the Center for Economic Growth. Age
70.
</TABLE>
<TABLE>
<S> <C>
FRANCIS L. McKONE joined the Company in 1964. He has been a Director of
the Company since 1983. He has served as President since 1984,
[PHOTO] Executive Vice President from 1983 to 1984, Group Vice President-Paper
Making Products Group from 1979 to 1983, and prior to 1979 as Vice
President of the Company and Division President-Paper Making Products,
U.S. He is a member of the Paper Industry Management Association, the
Technical Association of the Pulp and Paper Industry, the Canadian Pulp
and Paper Association, the Board of Overseers of the Lally School of
Management and Technology at Rensselaer Polytechnic Institute and the
Board of Trustees of Rensselaer Polytechnic Institute. Age 61.
</TABLE>
<TABLE>
<S> <C>
THOMAS R. BEECHER, JR. has been a Director of the Company since 1969.
He has been President of Beecher Securities Corporation, venture
[PHOTO] capital investments, since 1979. He is Chairman of the Board of Rand
Capital Corporation and a Director of Fleet Bank of New York, Fleet
Trust Company and Beecher Securities Corporation. He is a Regent
Emeritus of Canisius College, a Trustee of the LeBrun Foundation and
Chairman of the Board of General Care Corporation. Age 60.
</TABLE>
<TABLE>
<S> <C>
CHARLES B. BUCHANAN joined the Company in 1957. He has served the
Company as a Director since 1969 and Vice President and Secretary since
[PHOTO] 1980. He is a Director of Fox Valley Corporation, a Trustee of Skidmore
College and Albany Medical Center and co-chairman of the Capital Region
School to Work Partnership. Age 64.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
ALLAN STENSHAMN has been a Director of the Company since 1983. Since
1976 he has been a partner in the law firm Lagerlof & Leman (previously
[PHOTO] Advokatfirman Lagerlof) in Stockholm, Sweden, which, among other
activities, provides legal services to Swedish subsidiaries of the
Company. He is the Chairman of the Board and a director of six Swedish
subsidiaries of the Company: Albany Nordiskafilt AB; Nordiskafilt AB;
Nordiska Maskinfilt AB; Nomafa AB; Albany Wallbergs Fabriks A.B.; and
Dewa Consulting AB. In addition, he holds directorships in 10 Swedish
subsidiaries of U.S. companies, including CPC International, Inc., Mars
Inc., Merck & Co., Philip Morris Inc., and Texas Instruments, Inc. Age
62.
</TABLE>
<TABLE>
<S> <C>
STANLEY I. LANDGRAF has been a Director of the Company since 1987. He
served as Chief Executive Officer of Mohasco Corporation, a
[PHOTO] manufacturer of interior furnishings, from 1978 to 1983 and as Chairman
of the Board from 1980 until his retirement in 1985. He served as
Acting President of Rensselaer Polytechnic Institute from 1987 to 1988.
He is a Director of Elenel Corp. Mechanical Technology, Inc., Albany
Molecular Research Corp. and Transtech Systems, Inc., and a Trustee of
Victory Funds (mutual funds) and Rensselaer Polytechnic Institute. Age
70.
</TABLE>
<TABLE>
<S> <C>
BARBARA P. WRIGHT has been a Director of the Company since 1989. Since
1985 she has been a partner in the law firm of Finch, Montgomery &
[PHOTO] Wright, which is located in Palo Alto, California. She is a Director of
Uncle Henry's Fantastic Toy Factory and Secretary of several nonprofit
charitable organizations, including The David and Lucile Packard
Foundation and The Monterey Bay Aquarium Foundation. Age 49.
</TABLE>
<TABLE>
<S> <C>
JOSEPH G. MORONE has been a Director of the Company since January 1996.
Since 1993 he has been Dean of the Lally School of Management and
[PHOTO] Technology at Rensselaer Polytechnic Institute. From 1991 to 1993 he
was the Andersen Consulting Professor of Management at the Lally
School, and from 1992 to 1993 served as Director of the School's Center
for Science and Technology Policy. Prior to joining the School of
Management, he was a senior associate for the Keyworth Company, a
technology consulting firm, and worked in General Electric Company's
corporate research and development department. He is a member of the
Critical Technologies Subcouncil of the Competitiveness Policy Council
and the Board of Directors of Albany Medical Center. Age 42.
</TABLE>
3
<PAGE>
SHARE OWNERSHIP
As of the close of business on March 15, 1996, shares of capital stock of
the Company were beneficially owned by each of the directors, the named officers
and all directors and officers as a group, as follows:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF SHARES OF PERCENT OF
CLASS A OUTSTANDING CLASS B OUTSTANDING
COMMON STOCK CLASS A COMMON STOCK CLASS B
BENEFICIALLY COMMON BENEFICIALLY COMMON
OWNED (A) STOCK OWNED STOCK
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
J. Spencer Standish..................... 5,128,860(b) 17.19% 4,854,860(c) 86.45%
Francis L. McKone....................... 353,200(d) 1.41% 1,000(e) (f)
Thomas R. Beecher, Jr................... 473,400(g) 1.88% 470,400(h) 8.38%
Charles B. Buchanan..................... 173,304(i) (f) -- --
Allan Stenshamn......................... 4,000 (f) -- --
Stanley I. Landgraf..................... 22,000 (f) -- --
Barbara P. Wright....................... 44,000(j) (f) -- --
Joseph G. Morone........................ -- -- -- --
Michael C. Nahl......................... 241,250(k) (f) 1,000 (f)
Frank R. Schmeler....................... 161,040(l) (f) -- --
J. Weldon Cole.......................... 1,000 (f) -- --
All officers and directors as a group
(21 persons including those named
above)................................. 6,700,168 21.57% 5,327,360 94.87%
</TABLE>
- ------------------------
(a) Since shares of Class B Common Stock are convertible at any time into shares
of Class A Common Stock on a one-for-one basis, they are reflected in the
above table both as Class B shares beneficially owned and as Class A shares
beneficially owned.
(b) Includes (i) 274,000 shares issuable upon exercise of options exercisable
currently or within 60 days and (ii) 4,854,860 shares issuable upon
conversion of an equal number of shares of Class B Common Stock. The nature
of Mr. Standish's beneficial ownership of the Class B Shares is described in
note (c) below.
(c) Includes (i) 3,200,000 shares held by J.S. Standish Company, a corporation
of which he is a director and as to which he holds the power to elect all of
the directors and (ii) 1,654,860 shares held by three trusts as to each of
which he has sole voting and investment power. Does not include 126,000
shares of Class B Common Stock owned outright by his son, John C. Standish,
or 126,000 shares of Class B Common Stock owned outright by his daughter,
Christine L. Standish, as to which shares J. Spencer Standish disclaims
beneficial ownership.
(d) Includes 46,200 shares owned outright, (ii) 306,000 shares issuable upon
exercise of options exercisable currently or within 60 days and (iii) 1,000
shares issuable upon conversion of an equal number of shares of Class B
Common Stock. Does not include 10,000 shares owned outright by his spouse,
as to which shares he disclaims beneficial ownership.
(e) Includes 1,000 shares owned outright. Does not include 3,200,000 shares held
by J.S. Standish Company, of which he is a director.
(f) Ownership is less than 1%.
(g) Includes (i) 3,000 shares owned outright and (ii) 470,400 shares issuable
upon conversion of an equal number of shares of Class B Common Stock. The
nature of Mr. Beecher's ownership of Class B shares is described in note (h)
below. Does not include 100 shares owned by his spouse, as to which shares
he disclaims beneficial ownership.
(h) Includes (i) 235,200 shares held by a trust for the sole benefit of John C.
Standish (son of J. Spencer Standish) and (ii) 235,200 shares held by a
trust for the sole benefit of Christine L.
4
<PAGE>
Standish (daughter of J. Spencer Standish). Mr. Beecher is the sole trustee
of such trusts with sole voting and investment power. Does not include
3,200,000 shares held by J.S. Standish Company, of which he is a director.
(i) Includes (i) 140,496 shares owned outright, (ii) 15,000 shares issuable upon
exercise of options exercisable currently or within 60 days and (iii) 17,808
shares held by a trust of which he is the sole trustee with sole voting and
investment power and of which his wife is a beneficiary. Does not include
15,000 shares held by a trust of which Mr. Buchanan is a beneficiary. Mr.
Buchanan has no voting or dispositive power as to such trust and disclaims
beneficial ownership of such shares. Also does not include 19,840 shares
owned outright by his spouse, as to which shares he disclaims beneficial
ownership.
(j) Includes 44,000 shares owned outright as community property with her
spouse. Does not include (i) 753,904 shares held in various trusts of which
she is a beneficiary but in regard to which she has no voting or investment
power or (ii) 200 shares held by a trust for the benefit of her son, as to
which shares she has no voting or investment power and disclaims beneficial
ownership.
(k) Includes (i) 250 shares owned outright, (ii) 235,000 shares issuable upon
exercise of options exercisable currently or within 60 days, (iii) 1,000
shares issuable upon conversion of an equal number of shares of Class B
Common Stock and (iv) 5,000 shares owned by a trust for the benefit of his
mother, of which he is trustee.
(l) Includes (i) 33,040 shares owned outright and (ii) 128,000 shares issuable
upon exercise of options exercisable currently or within 60 days.
Each of the individuals named in the preceding table has sole voting and
investment power over shares listed as beneficially owned, except as indicated.
The following persons have informed the Company that they are the
"beneficial owners" (as defined by the rules of the Securities and Exchange
Commission) of more than five percent of the Company's outstanding shares of
Class A Common Stock:
<TABLE>
<CAPTION>
PERCENT
OF
SHARES OF OUTSTANDING
COMPANY'S CLASS A CLASS A
COMMON STOCK COMMON
NAME(S) (A) BENEFICIALLY OWNED STOCK
- ---------------------------------------- ------------------ ---------
<S> <C> <C>
J. Spencer Standish..................... 5,128,860(b) 17.19%
J. S. Standish Company (c).............. 3,200,000(d) 11.47%
FMR Corp................................ 2,721,942(e) 11.02%
Fidelity Management & Research
Company................................ 2,501,100(f) 10.12%
T. Rowe Price Associates, Inc........... 1,743,900(g) 7.06%
Bruce B. Purdy.......................... 1,892,090(h) 7.66%
New England Investment Companies,
L.P.................................... 1,434,700(i) 5.81%
Mellon Bank Corporation................. 1,454,865(j) 5.89%
Mellon Bank, N.A........................ 1,414,865(k) 5.73%
The Dreyfus Corporation................. 1,306,854(l) 5.29%
Norwest Corporation..................... 2,266,700(m) 9.17%
Norwest Colorado, Inc................... 1,553,200(n) 6.29%
Norwest Bank Colorado, N.A.............. 1,553,200(o) 6.29%
Marshall & Ilsley Corporation........... 1,265,288(p) 5.12%
</TABLE>
- ------------------------
(a) Addresses of the beneficial owners listed in the above table are as follows:
J. Spencer Standish, c/o Albany International Corp., P.O. Box 1907, Albany,
New York 12201; J. S. Standish Company, c/o J. Spencer Standish, Albany
International Corp., P.O. Box 1907, Albany, New York 12201; FMR Corp. and
Fidelity Management & Research Company, 82 Devonshire Street, Boston,
Massachusetts 02109; T. Rowe Price Associates, Inc., 100 East Pratt Street,
Baltimore, Maryland 21202;
5
<PAGE>
Bruce B. Purdy, P.O. Box 8047, Incline Village, Nevada 89452; New England
Investment Companies, L.P., 100 Park Avenue, New York, New York 10017;
Mellon Bank Corporation, Mellon Bank N.A. and The Dreyfus Corporation, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258; Norwest Corporation,
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-1026;
Norwest Colorado, Inc., Norwest Bank Bldg., 1740 Broadway, Denver, Colorado
80274-8620; Norwest Bank Colorado, N.A., 1740 Broadway, Denver, Colorado
80274-8677; and Marshall & Ilsley Corporation, 770 N. Water Street,
Milwaukee, Wisconsin 53202.
(b) The nature of Mr. Standish's ownership of these shares is described in note
(b) on page 4 of this proxy statement.
(c) J. S. Standish Company is a corporation as to which J. Spencer Standish
holds the power to elect all of the directors. Current directors of J. S.
Standish Company include J. Spencer Standish, John C. Standish (son of J.
Spencer Standish), Christine L. Standish (daughter of J. Spencer Standish),
Thomas R. Beecher, Jr. (a director of the Company) and Francis L. McKone
(President and a director of the Company).
(d) Includes 3,200,000 shares issuable on conversion of an equal number of
shares of Class B Common Stock.
(e) Edward C. Johnson 3d and Abigail P. Johnson, through their control of FMR
Corp., may be deemed to be beneficial owners of these shares. Includes the
2,501,100 shares shown as beneficially owned by Fidelity Management &
Research Company, a wholly-owned subsidiary of FMR Corp. See note (f) below.
FMR Corp. (and Edward C. Johnson 3d and Abigail P. Johnson, through their
control of FMR Corp.) has the sole power to dispose or to direct the
disposition of all of such shares, and sole power to vote or direct the vote
of 167,842 of such shares. Includes 112,342 shares issuable upon conversion
of the Company's 5 1/4% Convertible Subordinated Debentures due 2002, which
were redeemed on March 15, 1996.
(f) Held by various investment companies to which Fidelity Management & Research
Company ("Fidelity") acts as an investment advisor. Fidelity, and each of
the investment companies, has sole power to dispose or direct the
disposition of all such shares, and no power to vote or direct the voting of
such shares. Fidelity carries out the voting of such shares under written
guidelines established by the investment companies' board of trustees.
(g) These shares are owned by various individual and institutional investors to
which T. Rowe Price Associates, Inc. serves as investment adviser with power
to direct investments and/or shared power to vote. T. Rowe Price Associates,
Inc. has sole power to vote or direct the vote of 53,900 of such shares and
sole power to dispose or direct the disposition of all of such shares. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, T. Rowe Price Associates is deemed to be a beneficial owner of these
shares; however, T. Rowe Price Associates expressly disclaims that it is, in
fact, the beneficial owner of the shares.
(h) Includes (i) 902 shares held by a trust of which Mr. Purdy is sole trustee
and as to which he holds sole voting and investment power, (ii) 1,612,892
shares held by four separate trusts as to each of which Mr. Purdy is
co-trustee sharing voting and investment power, and (iii) 215,296 shares
held by two trusts as to each of which Barbara G. Purdy, his wife, is
co-trustee sharing voting and investment power (Mr. Purdy disclaims
beneficial ownership of such shares). Marshall & Ilsley Trust Company is a
trustee of trusts holding an aggregate of 1,146,988 of the shares reported
as beneficially owned by Mr. Purdy (see note (p) below).
(i) These shares are held by New England Investment Companies, L.P. on behalf of
certain accounts for which New England Investment Companies, L.P. provides
investment advice. Of these shares, New England Investment Companies, L.P.
has the sole right to vote or direct the vote of 1,109,500 shares and sole
power to dispose or direct the disposition of all of such shares.
6
<PAGE>
(j) Includes those shares shown as beneficially owned by Mellon Bank, N.A. (see
note (k) below) and The Dreyfus Corporation (see note (l) below), which are
direct or indirect subsidiaries of Mellon Bank Corporation. All of the
listed shares are held by Mellon Bank Corporation and its subsidiaries in
their various fiduciary capacities. Mellon Bank Corporation and such
subsidiaries have sole power to vote or direct the vote of all of the listed
shares, sole power to dispose or direct the disposition of 147,000 shares,
and shared power to dispose or direct the disposition of 1,306,865 shares.
(k) All of the listed shares are beneficially owned by Mellon Bank, N.A., and
direct or indirect subsidiaries in their various fiduciary capacities.
Mellon Bank, N.A. and such subsidiaries have sole power to vote or direct
the vote of all of the listed shares, sole power to dispose or direct the
disposition of 107,000 shares and shared power to dispose or direct the
disposition of 1,306,865 shares.
(l) All of the listed shares are beneficially owned by The Dreyfus Corporation
and direct or indirect subsidiaries in their various fiduciary capacities.
The Dreyfus Corporation and such subsidiaries have sole power to vote or
direct the vote, and shared power to dispose or direct the disposition, of
all of the listed shares.
(m) Includes those shares shown as beneficially owned by Norwest Bank Colorado,
N.A. (see note (o) below) and Norwest Colorado, Inc. (see note (n) below).
Of the listed shares, Norwest Corporation has sole power to vote or direct
the vote of 1,991,000 shares, shared power to vote or direct the vote of
3,000 shares, sole power to dispose of or direct the disposition of
1,800,700 shares and shared power to dispose or direct the disposition of
460,000 shares.
(n) Includes those shares deemed to be beneficially owned by Norwest Bank
Colorado, N.A. (see note (o) below). Of these shares, Norwest Colorado, Inc.
has sole power to vote or direct the vote of 1,277,500 shares, shared power
to vote or direct the vote of 3,000 shares, sole power to dispose or direct
the disposition of 1,515,200 shares and shared power to dispose or direct
the disposition of 35,000 shares.
(o) Of these shares, by Norwest Bank Colorado, N.A. has sole power to vote or
direct the vote of 1,277,500 shares, shared power to vote or direct the vote
of 3,000 shares, sole power to dispose or direct the disposition of
1,515,200 shares and shared power to dispose or direct the disposition of
35,000 shares.
(p) These shares are beneficially owned by Marshall & Ilsley Corporation and its
direct or indirect subsidiaries, including Marshall & Ilsley Trust Company
and M & I Marshall & Ilsley Trust Company of Arizona, in their various
fiduciary capacities. Marshall & Ilsley Corporation or such subsidiaries
have sole power to vote or direct the vote of 439,048 of such shares, shared
power to vote or direct the vote of 826,240 of such shares and shared power
to dispose or direct the disposition of all of such shares.
7
<PAGE>
The following persons have informed the Company that they are the beneficial
owners of more than five percent of the Company's outstanding shares of Class B
Common Stock:
<TABLE>
<CAPTION>
PERCENT
OF
SHARES OF OUTSTANDING
COMPANY'S CLASS B CLASS B
COMMON STOCK COMMON
NAME(S) (A) BENEFICIALLY OWNED STOCK
- ---------------------------------------- ------------------ ---------
<S> <C> <C>
J. Spencer Standish..................... 4,854,860(b) 86.45%
J. S. Standish Company (c).............. 3,200,000 56.98%
Thomas R. Beecher, Jr................... 470,400(d) 8.38%
</TABLE>
- ------------------------
(a) Addresses of the beneficial owners listed in the above table are as follows:
J. Spencer Standish, c/o Albany International Corp., P.O. Box 1907, Albany,
New York 12201; J. S. Standish Company, c/o J. Spencer Standish, Albany
International Corp., P.O. Box 1907, Albany, New York 12201; Thomas R.
Beecher, Jr., c/o Beecher Securities Corporation, 200 Theater Place,
Buffalo, New York 14202.
(b) The nature of Mr. Standish's ownership of these shares is described in note
(c) on page 4 of this proxy statement.
(c) See note (c) on page 6 of this proxy statement.
(d) The nature of Mr. Beecher's ownership of these shares is described in note
(h) on page 4 of this proxy statement.
VOTING POWER OF MR. STANDISH
J. Spencer Standish, related persons and Thomas R. Beecher, Jr., as sole
trustee of trusts for the benefit of children of J. Spencer Standish, now hold
in the aggregate shares entitling them to cast approximately 69% of the combined
votes entitled to be cast by all stockholders of the Company. Accordingly, if J.
Spencer Standish, related persons and Thomas R. Beecher, Jr., as such trustee,
cast votes as expected, election of the director nominees listed above, approval
of the Directors Annual Retainer Plan and election of Coopers & Lybrand as the
Company's auditors will be assured.
DIRECTORS ANNUAL RETAINER PLAN
To more closely align the interests of the members of the Board of Directors
with those of the Company's stockholders, the Board of Directors has proposed,
and recommends the approval of, a plan under which 50% of each director's annual
retainer would be paid in the form of shares of Class A Common Stock. The text
of the plan is as follows:
"1. This plan shall govern the annual retainer payable for service as a
member of the Board of Directors of Albany International Corp. ("the
Company") during the period from the Annual Meeting of Stockholders of the
Company in 1996 until it is amended by the Board of Directors of the
Company. This Plan may not be amended more than once in any period of six
months, except as may be required to comply with applicable laws. This Plan
shall not affect any other fees payable to directors of the Company; fees
other than the annual retainer shall continue to be determined from time to
time by the Board of Directors.
"2. The aggregate dollar amount of the annual retainer payable for
service as a member of the Board of Directors shall be $20,000. Fifty
percent (50%) of such retainer shall be paid in shares of Class A Common
Stock of the Company, the exact number of shares to be paid for any year
being determined on the basis of the per share closing price of such stock
on the day of the Annual Meeting at which the election of directors for such
year occurs, as shown in the composite index published for such day in the
Wall Street Journal, rounded down to the nearest whole share ("the Valuation
Price").
8
<PAGE>
"3. The portion of the director's annual retainer payable in shares
shall be paid in full as promptly as practicable after each Annual Meeting.
Upon delivery to a director, the shares shall be fully paid, non-assessable
and not subject to forfeiture.
"4. The portion of the directors' annual retainer not paid in shares --
that is the aggregate dollar amount of the annual retainer for the year less
(i) the number of shares payable to each director for the year times (ii)
the Valuation Price -- shall be paid to the directors in cash at such time
or times during the year as the Board of Directors from time to time
determines."
See "Directors' Fees" on page 15 of this proxy statement for a description
of directors' compensation.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation of the
Company's Chief Executive Officer and each of the Company's four other most
highly compensated executive officers (together hereinafter referred to as "the
Named Officers"), based on salary and bonuses earned during 1995.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION --------------------
----------------------------------------------------- RESTRICTED
FISCAL OTHER ANNUAL STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION (2) AWARDS OPTIONS COMPENSATION
- ------------------------------------ --------- ----------- ----------- ---------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Spencer Standish, 1995 $ 372,500 $ 193,000 -- -- -- $ 36,534(3)
Chairman of the Board 1994 372,500 175,000 -- -- -- 5,376(3)
1993 372,900 175,000 -- -- 40,000 32,564(3)
Francis L. McKone, 1995 $ 451,250 $ 307,500 -- -- 40,000 $ 37,296(3)
President and Chief Executive 1994 426,250 252,400 -- -- 40,000 --
Officer 1993 399,100 210,000 -- -- 80,000 44,096(3)
Michael C. Nahl, 1995 $ 300,500 $ 157,000 -- -- 25,000 $ 19,700(3)
Senior Vice President and Chief 1994 290,424 128,000 -- -- 25,000 2,745(3)
Financial Officer 1993 278,500 120,000 -- -- 50,000 16,627(3)
Frank R. Schmeler, 1995 $ 285,150 $ 168,800 -- -- 25,000 $ 8,015(4)
Senior Vice President 1994 256,975 125,800 -- -- 20,000 26,558(4)
1993 250,250 105,000 -- -- 40,000 28,243(4)
J. Weldon Cole, 1995 $ 297,500 $ 155,000 -- -- 25,000 $ 731(3)
Senior Vice President 1994 -- -- -- -- -- --
1993 -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Reflects bonus earned during the fiscal year which was paid during the next
fiscal year.
(2) While the Named Officers enjoy certain perquisites, such perquisites did not
exceed the lesser of $50,000 or 10% of the salary and bonus of any of the
Named Officers.
(3) Above-market earnings credited, but not paid or payable, to the Named
Officer during the fiscal year with respect to deferred compensation.
(4) Includes (a) above market earnings of $5,854 in the case of 1995, $861 in
the case of 1994 and $5,218 in the case of 1993 credited, but not paid or
payable, to Mr. Schmeler during such fiscal year with respect to deferred
compensation and (b) an international assignment premium of $2,161 in 1995,
$25,697 in 1994 and $23,025 in 1993.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1) (C) (D)
- --------------------------------------------------------- % OF TOTAL EXERCISE
(B) OPTIONS/ SARS OR (F)
NUMBER OF SECURITIES GRANTED TO BASE (E) GRANT DATE
(A) UNDERLYING OPTIONS/ EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME SARS GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE $(2)
- ------------------------------ ------------------------- -------------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
J. Spencer Standish........... -- -- -- -- --
Francis L. McKone............. 40,000 9.2% $22.25 5/18/15(3) $ 425,167
Michael C. Nahl............... 25,000 5.7% $22.25 5/18/15(3) $ 265,730
Frank R. Schmeler............. 25,000 5.7% $22.25 5/18/15(3) $ 265,730
J. Weldon Cole................ 25,000 5.7% $22.25 5/18/15(3) $ 265,730
</TABLE>
- ------------------------
(1) None of the grants referred to in the table included stock appreciation
rights. Each stock option granted becomes exercisable as to 20% of the
shares on each of the first five anniversaries of the date of grant but only
if the optionee is then employed by the Company or a subsidiary. In the
event of a voluntary termination of the optionee's employment, the option
terminates as to all shares as to which it is not then exercisable, except
that, in the case of a voluntary termination after age 62, the option
becomes exercisable, immediately prior to such termination, as to one-half
of the shares as to which it is not then exercisable. The exercise price for
each option granted is the fair market value of a share of Class A Common
Stock on the date of grant.
(2) Calculated using the Black-Scholes method which includes the following
assumptions: expected volatility factor of 25.0% based upon 1990-95 weekly
common stock price variation of high, low and closing prices; risk-free
(twenty-year U.S. Treasury Bond) interest rate of 6.74% for the twenty-year
options converted to the continuous 365-day yield of 6.523%; and dividend
yields at the date of grant for each option of 1.80%. No adjustments were
made for certain factors which are generally recognized to reduce the value
of option contracts: i.e. that the option grants have limited
transferability; the options step-vest at 20% each year after the date of
grant and, therefore, are not fully exercisable for five years; and there
exists a risk of forfeiture of the non-vested portion of an option if
employment is terminated.
(3) The Stock Option Committee may, at any time, accelerate the expiration date
to a date not less than ten years from the date of the grant.
OPTION/SAR EXERCISES DURING 1995 AND YEAR-END VALUES
No stock options or stock appreciation rights were exercised by any of the
Named Officers during 1995. The following table sets forth information with
respect to the Named Officers concerning the numbers and value of stock options
outstanding at December 31, 1995. No stock appreciation rights were outstanding
at that date.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, AT DECEMBER 31, 1995
1995 (#) ($)(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
J. Spencer Standish..................................... 266,000 24,000 $ 706,250 $ 75,000
Francis L. McKone....................................... 290,000 120,000 736,250 120,000
Michael C. Nahl......................................... 225,000 75,000 575,000 75,000
Frank R. Schmeler....................................... 120,000 65,000 177,500 60,000
J. Weldon Cole.......................................... -- 25,000 -- --
</TABLE>
- ------------------------
(1) Represents the difference between the closing price of the Company's Class A
Common Stock on December 31, 1995 and the exercise price of the options.
10
<PAGE>
PENSION PLAN TABLE
The following table shows, as of December 31, 1995, the maximum amounts
payable (on a straight life annuity basis) at age 65 under the Company's Pension
Plus Plan. The amounts shown are without regard to the impact of the limits on
credited earnings prescribed by Section 401 of the Internal Revenue Code and on
annual benefits prescribed by Section 415 of the Internal Revenue Code, in each
case as described in the Pension Plus Plan.
<TABLE>
<CAPTION>
MAXIMUM ANNUAL BENEFITS UPON RETIREMENT WITH YEARS OF SERVICE
THROUGH MARCH 31, 1995 INDICATED
CREDITED ---------------------------------------------------------------
EARNINGS (1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(ROUNDED TO NEAREST $500)
$ 125,000 $ 26,500 $ 35,000 $ 44,000 $ 52,500 $ 54,000
150,000 32,000 42,500 53,000 64,000 66,000
175,000 37,500 50,000 62,500 75,000 77,500
200,000 43,000 57,500 72,000 86,500 89,000
225,000 49,000 65,000 81,500 97,500 100,500
250,000 54,500 72,500 91,000 109,000 112,000
300,000 65,500 87,500 109,500 131,500 135,000
350,000 77,000 102,500 128,500 154,000 158,500
400,000 88,000 117,500 147,000 176,500 181,500
450,000 99,500 132,500 166,000 199,000 204,500
500,000 110,500 147,500 184,500 221,500 227,500
</TABLE>
- ------------------------
(1) The Company's Pension Plus Plan, applicable to all salaried and most hourly
employees in the United States, provides generally that an employee who
retires at his normal retirement age (age 65) will receive a maximum annual
pension equal to (a) 1% of his average annual base compensation for the
three most highly compensated consecutive calendar years in his last ten
years of employment times his years of service (up to 30) plus (b) .5% of
the amount by which such average annual base compensation exceeds a Social
Security offset ($23,860 in 1995, increasing thereafter in proportion to the
increase in the Social Security Taxable Wage Base) times his years of
service (up to 30) plus (c) .25% of such average annual base compensation
times his years of service in excess of 30. Effective April 1, 1994, the
aggregate benefit payable pursuant to clauses (a) and (b) above was reduced
to 1% of such average annual compensation for years of service (up to 30)
earned after March 31, 1994. Effective January 1, 1999, this benefit will be
reduced further to .75% of such average annual compensation for years of
service (up to 30) earned after December 31, 1998. The numbers in the above
table do not reflect these reductions.
In the case of the Named Officers, base compensation for purposes of the
Pension Plan is the amount shown as "Salary" in the Summary Compensation Table.
The number of credited years of service under the Plan, for each of the Named
Officers are as follows: 44 years for J. Spencer Standish; 32 years for Francis
L. McKone; 15 years for Michael C. Nahl; 32 years for Frank R. Schmeler; and 1
year for J. Weldon Cole.
Section 415 of the Internal Revenue Code places certain limitations on
pensions that may be paid under federal income tax qualified plans. Section 401
of the Code also limits the amount of annual compensation that may be used to
calculate annual benefits under such plans. The Company has adopted an unfunded
supplemental employee retirement plan pursuant to which the Company will replace
any Pension Plus Plan benefits (calculated as described in Note 1 to the
preceding table) which a participant is prevented from receiving by reason of
these limitations. All employees -- including executive officers -- to whom such
limitations become applicable are eligible to receive benefits under the
unfunded supplemental employee retirement plan.
11
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions with respect to compensation of executive officers and the grant
of stock options were made for 1995 by the Compensation and Stock Option
Committee of the Board of Directors, composed of Directors Beecher, Landgraf,
Standish, Stenshamn and Wright. As Chairman of the Board, Mr. Standish is an
employee of the Company. None of the other members of the Committee is an
employee.
The Compensation and Stock Option Committee ("the Committee") has provided
the following report:
COMPENSATION OF THE EXECUTIVE OFFICERS
The Committee seeks to compensate the executive officers of the Company,
including the Chief Executive Officer, at levels, and in a manner, which will
(a) enable the Company to attract and retain talented, well qualified,
experienced and highly-motivated individuals whose performance will
substantially enhance the Company's performance; and
(b) closely align the interests of each executive officer with the
interests of the Company's stockholders.
These objectives are pursued through a base salary, annual cash bonuses and
stock options.
Total cash compensation of each executive officer -- base salary plus annual
cash bonus -- is intended to be competitive with companies with which the
Company competes for executive talent. The Committee believes that such
competitors are not limited to companies in the same industry and that
comparisons should be made to the compensation practices of a cross-section of
U.S. industrial companies with comparable sales volumes and international
complexity. Accordingly, the Company periodically retains the services of
professional compensation consultants to compare the compensation of its
executive officers with such a cross-section. Consultants were most recently
retained for this purpose in 1992. In addition, the Committee reviews such
published surveys and other materials regarding compensation as are provided
from time to time by the Company's Human Resources department, as well as
published information with respect to the companies included in the peer group
selected for the performance graph on page 15 of this proxy statement.
In general, the Committee sought to achieve total cash compensation for 1995
for each executive officer, including the Chief Executive Officer, which would
place it at the median of compensation paid by U.S. industrial companies with
comparable sales volumes and international complexity to executives with
comparable talents, qualifications, experience and responsibilities. Where
positions of a comparable nature could not be identified in comparable
companies, total cash compensation was established by reference to other
positions within the Company for which comparisons could be identified. The
Committee also made such adjustments as it deemed appropriate to reflect the
past and anticipated performance of the individual executive officer, to take
into account various subjective criteria such as leadership ability, dedication
and initiative, and to achieve internal equity in compensation.
Base salaries of executive officers -- including each of the Named Officers
- -- are established as a percentage of targeted total cash compensation for each
officer, the percentage ranging from 66 2/3% in the case of the Chief Executive
Officer to approximately 77% in the case of other executive officers. Base
salaries are not based on corporate or business unit performance. Annual cash
bonuses, on the other hand, are focused on corporate and business unit
performance factors identified by the Committee and on the performance of the
individual executive officer in the relevant fiscal year. A cash bonus
sufficient to bring total cash compensation to the targeted level is paid only
if the Committee determines that performance levels which it considers
appropriate for the particular fiscal year have been achieved. Lesser bonuses
will be paid if such performance levels are not achieved and larger bonuses, not
exceeding 100% of base salary, will be paid if performance exceeds such levels.
12
<PAGE>
Salaries of executive officers are customarily adjusted in April of each
year. In April 1995 the salaries of all executive officers were increased by an
average of approximately 4.1% to reflect the reported rate of increases by
comparable companies. Increases actually granted to executive officers ranged
from zero to 7.5%.
Early in the year the Committee determined that cash bonuses for executive
officers for 1995 would be based on Company performance with respect to
operating income, share of market and management of inventories and accounts
receivable. The Committee indicated that greatest emphasis would be given to
operating income performance, that performance with respect to share of market
would receive second highest emphasis and that management of inventories and
accounts receivable would be given somewhat less, but still substantial
emphasis. The Committee authorized management to assign a greater emphasis to
control of inventories and accounts receivable in recommending bonuses for units
where such emphasis was desirable. The Committee further indicated that it would
exercise its discretion, after the close of the fiscal year, in determining to
what extent cash bonuses had been earned and reserved the right to take
individual performance factors into account and to employ both objective and
subjective criteria.
Following the close of 1995, the Committee reviewed Company performance with
respect to the three factors it had identified. Particularly noting the very
substantial year-to-year increase in operating income, the Committee determined
that, as a general matter, bonuses for executive officers for 1995 should be
above their target levels, with variations made on the basis of individual
performance.
The Company has two stock option plans, the 1988 Stock Option Plan and the
1992 Stock Option Plan. No stock appreciation rights may be granted under the
plans and stock options granted may not be treated as Incentive Stock Options
under the Internal Revenue Code. Options granted under the plans are intended as
an incentive to officers and other key employees of the Company to encourage
them to remain in the employ of the Company by affording them a greater interest
in its success. The Committee determines when options become exercisable.
Normally, 20% of each grant becomes exercisable each year but only if the
optionee is an employee at the time. The exercise price of each option is the
market price of the Company's shares on the date of the grant.
The size of the individual stock options granted during 1995, including the
option granted to the Chief Executive Officer, was determined entirely by the
discretion of the Committee. The principal factors influencing the size of
individual grants in 1995 were position responsibility, compensation level and
internal equity. The Committee also considered matters which pertained to the
particular individual and which were relevant to the plans' purpose of
encouraging continued employment, including the performance of the individual,
the number of options already held by the individual and the extent to which
such options had not yet become exercisable. In determining the size of
individual grants, the Committee does not consider measures of corporate
performance. In May 1995, the Committee granted options to four of the Named
Officers (Mr. McKone, 40,000 shares; Mr. Nahl, 25,000 shares; Mr. Schmeler,
25,000 shares and Mr. Cole, 25,000 shares).
At the present time the Committee does not anticipate that Section 162(m) of
the Internal Revenue Code will in the ordinary course prevent the Company from
deducting executive officer compensation as an expense on its corporate income
tax returns. As a result, the Committee has not had to decide whether to
qualify, or not to qualify, any particular form of compensation under that
section of the Code.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
As in the case of the other executive officers, the target total cash
compensation of Mr. McKone for 1995 was set at a level believed by the Committee
to be reasonably competitive with compensation paid by comparable U.S.
industrial companies to executives with comparable talents, qualifications,
experience and responsibilities. The Committee also took into account Mr.
McKone's many years of outstanding service to the Company. In April 1995 Mr.
McKone received a 6.1% salary increase,
13
<PAGE>
reflecting the Committee's favorable evaluation of Mr. McKone's overall
performance as Chief Executive Officer in a difficult business environment. In
February 1996, the Committee granted Mr. McKone an above-target bonus with
respect to 1995, taking into consideration the very substantial improvement in
the Company's earnings and operating income in 1995, despite difficult market
conditions, and Mr. McKone's leadership in controlling costs, increasing
productivity, developing new and improved products and expanding the Company's
role in Asia. In May 1995, the Committee granted an option to Mr. McKone for
40,000 shares. In making this grant, the Committee took into account the
importance to the Company of retaining Mr. McKone's outstanding leadership in a
difficult business environment and the fact that the options then held by him
would shortly be exercisable as to all but 80,000 shares.
Compensation and Stock Option
Committee
Thomas R. Beecher, Chairman
Stanley I. Landgraf
J. Spencer Standish
Allan Stenshamn
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee is composed of Directors
Beecher, Landgraf, Standish, Stenshamn and Wright. Mr. Standish, as Chairman of
the Board, is an officer and employee of the Company. Mr. Stenshamn is an
officer (Chairman of the Board) and a director of six Swedish subsidiaries of
the Company: Albany Nordiskafilt AB; Nordiskafilt AB; Nordiska Maskinfilt AB;
Nomafa AB; Albany Wallbergs Fabriks A.B.; and Dewa Consulting AB. Mr. Standish,
Mr. McKone and Mr. Beecher are members of the Board of Directors of J. S.
Standish Company ("JSSC"). Mr. Standish and Mr. Beecher are also officers of
JSSC (President and Secretary, respectively). The Board of Directors of JSSC
serves the functions of a compensation committee. The aggregate amount received
with respect to all services rendered to JSSC during 1995 was $2,100 in the case
of each of Messrs. Standish and McKone and $3,000 in the case of Mr. Beecher.
14
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares cumulative total stockholders return of the
Company's Class A Common Stock during the five years ended December 31, 1995
with the cumulative total return on the S&P 500 Index and a selected peer group.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Albany Internation-
al $100.0 $156.4 $157.3 $196.1 $200.9 $193.4
Peer Group $100.0 $115.5 $137.5 $159.7 $121.6 $101.4
S&P 500 $100.0 $130.5 $140.4 $154.6 $156.6 $215.5
</TABLE>
The peer group consists of companies in related industries with approximately
equivalent sales volumes. Companies included are: Dixie Yarns, Inc., Guilford
Mills, Inc., Nashua Corporation, and Pope & Talbot, Inc. There are no comparable
paper machine clothing manufacturers with publicly reported financial
statements.
The comparison assumes $100 was invested on December 31, 1990 in the Company's
Class A Common Stock, the S&P 500 Index and the peer group and assumes
reinvestment of dividends.
DIRECTORS' FEES
Directors who are not employees of the Company receive an annual retainer in
the amount of $20,000. If the Directors Annual Retainer Plan is approved,
one-half of the retainer will be received in the form of shares of Class A
Common Stock of the Company (the number of shares being determined on the basis
of the closing price of the shares on the day of the Annual Meeting). In
addition, such Directors are paid $700 for each meeting of the Board or a
committee thereof that they attend up to a maximum payment of $1,400 for any one
day (or, in the case of a committee chairman, $1,700 per day), and are paid $700
for each day they are engaged in Company business at the request of the Chairman
of the Board. Committee chairmen are paid $1,000 for each committee meeting they
attend. Each Director may elect to defer payment of all or any part of the cash
fees payable for services as a Director. In addition, each director whose
service as a director terminates after such director attains age 65 and who is
not eligible to receive a pension under any other Company retirement program is
entitled to receive an annual pension equal to the annual retainer payable to
non-employee members of the
15
<PAGE>
Board of Directors at the time of his or her termination of service, which
annual pension is payable in equal quarterly installments during his or her
lifetime for a number of years equal to the number of full years of service by
such person as a director.
Mr. Stenshamn received, in addition to fees received by him for his services
during 1995 as a Director of the Company, total fees of approximately $4,700 for
his services during 1995 as a Director of subsidiaries of the Company.
COMMITTEES
Among the committees of the Board of Directors are a Compensation and Stock
Option Committee, the members of which are Directors Beecher, Landgraf,
Standish, Stenshamn and Wright, and an Audit Committee comprised of Directors
Landgraf, Stenshamn, Wright and Morone.
The Compensation and Stock Option Committee met four times in 1995. The
Committee determines the compensation of the executive officers of the Company,
establishes compensation policy for management generally, decides upon the grant
of options under, and administers, the Company's stock option plans and makes
recommendations to the Board of Directors as to possible changes in certain
employee benefits. The Committee also makes recommendations to the Board as to
the election of officers. Recommendations of persons for nomination as Directors
may be sent to the attention of the Company's Secretary.
The Audit Committee met two times in 1995. The Committee recommends the
engagement of auditors and reviews the planning and scope of the audit and the
results of the audit. The Committee also reviews the Company's policies and
procedures on internal accounting and financial controls. The implementation and
maintenance of internal controls is understood to be primarily the
responsibility of management.
ATTENDANCE
The Board of Directors of the Company met five times during 1995. Each
Director attended 75% or more of the aggregate of the number of meetings of the
Board and of the committees of the Board on which he or she served.
COMPLIANCE WITH STOCK OWNERSHIP REPORTING REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and any persons holding more than 10% of the Company's Class A Common
Stock, to file with the Securities and Exchange Commission reports disclosing
their initial ownership of the Company's equity securities, as well as
subsequent reports disclosing changes in such ownership. To the Company's
knowledge, based solely on a review of such reports furnished to it and written
representations by certain reporting persons that no other reports were
required, during the year ended December 31, 1995, all persons who were subject
to the reporting requirements of Section 16(a) complied with such requirements,
except that Mr. Dufresne, an officer of the Company, failed to report timely the
acquisition of three shares of Class A Common Stock pursuant to a dividend
reinvestment plan through his broker. This omission was corrected by Mr.
Dufresne's filing of an amended report.
ELECTION OF AUDITORS
The Board of Directors proposes and recommends the election, at the Annual
Meeting, of the firm of Coopers & Lybrand as the Company's auditors for the year
1996. This firm of independent certified public accountants has served as the
Company's auditors since 1959. Coopers & Lybrand has advised the Company that
neither it nor any of its members has any direct or material indirect financial
interest in the Company or any of its subsidiaries. A representative of the firm
will be present at the meeting, will be given an opportunity to make a statement
and will be available to respond to appropriate questions.
16
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
1997 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices at P.O. Box 1907, Albany, New York, 12201-1907 not
later than November 29, 1996 in order to be considered for inclusion in the
Company's proxy statement and form of proxy.
OTHER MATTERS
The Board knows of no other matters to be presented for consideration at the
Annual Meeting. Should any other matters properly come before the meeting, the
persons named in the accompanying proxy will vote such proxy thereon in
accordance with their best judgment.
The cost of soliciting proxies in the accompanying form will be borne by the
Company. In addition to solicitation of proxies by use of the mails, regular
employees of the Company, without additional compensation, may solicit proxies
personally by or telephone.
CHARLES B. BUCHANAN
SECRETARY
March 29, 1996
17
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY / /
<TABLE>
<CAPTION>
PROPOSALS OF THE BOARD OF DIRECTORS
- ------------------------------------
<S> <C> <C> <C>
For All
1. Election of Directors, (Nominees listed on reverse side). For Withheld Except
/ / / / / / ------------------------
Nominee(s) Exceptions
2. Approval of the Directors Annual Retainer Plan. For Against Abstain
/ / / / / /
OTHER MATTERS
- --------------
3. Approval of auditors. For Against Abstain
/ / / / / /
</TABLE>
4. In their discretion upon other matters that may properly come before this
meeting.
This proxy must be signed exactly as name appears hereon. Executors,
administrators, trustees, etc., should give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer.
Dated ,1996
-----------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Signature(s) of Stockholder(s)
<PAGE>
PROXY PROXY
ALBANY INTERNATIONAL CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRCTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 1996
The undersigned hereby constitutes and appoints J. Spencer Standish, Thomas
R. Beecher, Jr. and Charles B. Buchanan, and each of them, the true and lawful
agents and proxies of the undersigned, with full power of substitution in each,
to vote, as indicated herein, all of the shares of Common Stock which the
undersigned would be entitled to vote if present in person, at the Annual
Meeting of Stockholders of ALBANY INTERNATIONAL CORP. to be held at the
Company's Press Fabrics Division, 253 Troy Road (Route 4), East Greenbush, New
York on Tuesday, May 14, 1996, at 10:00 a.m. local time, and any adjournment or
adjournments thereof, on matters coming before said meeting.
The shares represented by this proxy, when properly executed, will be voted
in the manner directed herein. If no direction is made, the shares will be
voted FOR proposals 1, 2 and 3.
Election of Directors, Nominees: J. Spencer Standish, Francis L. McKone,
Thomas R. Beecher, Jr., Charles B. Buchanan, Allan Stenshamn,
Stanley I. Landgraf, Barbara P. Wright and Joseph G. Morone
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY card promptly using the enclosed
envelope.
(Continued on reverse side)
