<PAGE>
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
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
ALBANY INTERNATIONAL CORP.
------------------
(Name of Registrant as Specified In Its Charter)
------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction 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>
[LOGO]
March 26, 1999
To the Stockholders of Albany International Corp.:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Albany International Corp. which will be held at the Company's headquarters,
1373 Broadway, Albany, New York at 10:00 a.m. on Thursday, May 6, 1999. Please
join us prior to the Annual Meeting at 9:30 a.m. to meet the Directors in the
meeting room.
Following the Annual Meeting, at approximately 11:00 a.m., we will conduct a
tour of the Dryer Fabrics plant, which will last about one hour.
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, 1998 is being mailed to you with
these materials.
Sincerely yours,
/s/ Francis L. McKone
FRANCIS L. McKONE
CHAIRMAN OF THE BOARD 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 6, 1999
The Annual Meeting of Stockholders of Albany International Corp. will be
held at the Company's headquarters, 1373 Broadway, Albany, New York, on
Thursday, May 6, 1999 at 10:00 a.m., Eastern Time, for the following purposes:
1. To elect nine 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 proposal to elect
PricewaterhouseCoopers LLP as auditors for the Company for 1999.
3. 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 8, 1999 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.
THOMAS H. HAGOORT
SECRETARY
March 26, 1999
<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 6, 1999 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 RECOMMENDATION OF THE BOARD OF
DIRECTORS. IN ADDITION, THE SHARES WILL BE VOTED IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO (1) ANY MATTER OF WHICH THE COMPANY DID NOT HAVE NOTICE
PRIOR TO FEBRUARY 10, 1999, (2) THE ELECTION OF A PERSON AS A DIRECTOR IN
SUBSTITUTION FOR A NOMINEE NAMED IN THIS PROXY STATEMENT WHO, AT THE TIME OF THE
MEETING, IS UNABLE, OR FOR GOOD CAUSE IS UNWILLING, TO SERVE, (3) ANY
STOCKHOLDER PROPOSAL PROPERLY EXCLUDED FROM HIS PROXY STATEMENT AND (4) MATTERS
INCIDENT TO THE CONDUCT OF THE MEETING. 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
26, 1999.
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 8, 1999 of the 23,871,790 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 8, 1999 of the 5,785,282 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 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 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.
2
<PAGE>
ELECTION OF DIRECTORS
Nine 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 nine
nominees listed below, all of whom are presently serving as directors. If at the
time of the meeting any nominee should be unavailable, or for good cause should
be unwilling, 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>
[PHOTO] FRANCIS L. McKONE joined the Company in 1964. He has been a Director
of the Company since 1983. He has served as Chairman of the Board
since May, 1998 and Chief Executive Officer since 1993. He also served
as President from 1984 to 1998, 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 Advisory Board of Albank, a
division of Charter One Bank. He also serves as a Director of Thermo
Fibergen, Inc. and Thermo Fibertek, Inc., and is a Trustee of the
Institute of Paper Science and Technology and Rensselaer Polytechnic
Institute. Age 64.
[PHOTO] THOMAS R. BEECHER, JR. has been a Director of the Company since 1969.
He has been President of Beecher Securities Corporation, venture
capital investments, since 1979. He is a Director of Fleet National
Bank (which provides banking services to the Company), International
Motion Control Incorporated, Rand Capital Corporation and Beecher
Securities Corporation. He is a Regent Emeritus of Canisius College, a
member of the Governing Board of the Community Foundation for Greater
Buffalo, Vice-Chairman of the Board of Kaleida Health and a founder
and Director of the Buffalo Inner-City Scholarship Opportunity
Network. Age 63.
[PHOTO] CHARLES B. BUCHANAN joined the Company in 1957. He has served the
Company as a Director since 1969 and as Vice President and Secretary
from 1980 until 1997. He is a Director of Fox Valley Corporation, a
Trustee of Skidmore College and Albany Medical Center and co-chairman
of the Capital Region Sponsor-a-Scholar Program. Age 67.
[PHOTO] 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 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
AB; and DEWA Consulting AB. In addition, he holds directorships in a
number of Swedish subsidiaries of U.S. companies, including BESTFOODS
International, Inc., Cypress Semiconductor Corporation, Mars Inc.,
Merck & Co. and Philip Morris Inc. Age 65.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
[PHOTO] 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 &
Wright, which is located in Palo Alto, California. She is General
Counsel and Secretary of The David and Lucile Packard Foundation, and
Secretary of several other nonprofit charitable organizations,
including The Monterey Bay Aquarium Foundation, The Packard Humanities
Institute, and The Stanford Theatre Foundation. Age 52.
[PHOTO] JOSEPH G. MORONE has been a Director of the Company since January
1996. Since 1997, he has been President of Bentley College in Waltham,
Massachusetts. From 1993 to 1997, he served as Dean of the Lally
School of Management and 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 Lally School, he was a senior associate for the
Keyworth Company, a technology consulting firm, and worked in General
Electric Company's Corporate Research and Development. He is a
Director of New England Medical Center, Transworld Music Corporation
and nVIEW Corporation. Age 45.
[PHOTO] CHRISTINE L. STANDISH has been a Director of the Company since 1997.
She has also served as a Director of the J. S. Standish Company since
1988. Previously, she served the Company as a Corporate Marketing
Associate from 1989 to 1991, and was employed as a Graphic Designer
for Skidmore, Owings & Merrill. She is the daughter of J. Spencer
Standish. Age 33.
[PHOTO] FRANK R. SCHMELER joined the Company in 1964. He has served as
President of the Company since May, 1998, and as a Director and Chief
Operating Officer since 1997. He served as Executive Vice President
from 1997 to 1998, as Senior Vice President from 1988 to 1997, as Vice
President and General Manager of the Felt Division from 1984 to 1988,
as Division Vice President and General Manager, Albany International
Canada from 1978 to 1984 and as Vice President of Marketing, Albany
International Canada from 1976 to 1978. Age 60.
[PHOTO] ERLAND E. KAILBOURNE has been a Director of the Company since
February, 1999. On December 31, 1998 he retired as Chairman and Chief
Executive Officer (New York Region) of Fleet National Bank, a banking
subsidiary of Fleet Financial Group, Inc. He was Chairman and Chief
Executive Officer of Fleet Bank, also a banking subsidiary of Fleet
Financial Group, Inc. from March, 1993 until its merger into Fleet
National Bank in November, 1997. He is Chairman and President of the
John R. Oishei Foundation, Vice Chairman of the Board of Trustees of
the State University of New York, a Trustee of the Trooper Foundation
of New York State and a Director of the New York ISO Utilities Board
and Jaran Aerospace Corporation. Age 57.
</TABLE>
4
<PAGE>
SHARE OWNERSHIP
As of the close of business on March 8, 1999, 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 SHARES OF
CLASS A CLASS B
COMMON PERCENT OF COMMON PERCENT OF
STOCK OUTSTANDING STOCK OUTSTANDING
BENEFICIALLY CLASS A BENEFICIALLY CLASS B
OWNED(A) COMMON STOCK OWNED COMMON STOCK
----------- ----------------- ----------- ---------------
<S> <C> <C> <C> <C>
Francis L. McKone....................................... 466,626(b) 1.92% 1,030(c) (d)
Thomas R. Beecher, Jr................................... 740,278(e) 3.01% 484,616(f) 8.38%
Charles B. Buchanan..................................... 124,701(g) (d) -- --
Allan Stenshamn......................................... 5,429 (d) -- --
Barbara P. Wright....................................... 46,817(h) (d) -- --
Joseph G. Morone........................................ 1,309 (d) -- --
Christine L. Standish................................... 380,785(i) 1.57% 129,808(j) 2.24%
Frank R. Schmeler....................................... 225,038(k) (d) -- --
Erland E. Kailbourne.................................... -- -- -- --
Michael C. Nahl......................................... 311,438(l) 1.29% 1,030 (d)
J. Weldon Cole.......................................... 53,530(m) (d) -- --
Edward Walther.......................................... 35,000(n) (d) -- --
All officers and directors as a group (21 persons
including all of those named above except Mr. Cole,
who retired as an officer and employee of the Company
on December 31, 1998)................................. 2,527,737 9.69% 616,586 10.66%
</TABLE>
* Share amounts and percentages are calculated as of March 8, 1999 and
therefore reflect a 2% share dividend distributed on January 6, 1999.
- ------------------------
(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) 47,596 shares owned outright, (ii) 418,000 shares issuable upon
exercise of options exercisable currently or within 60 days and (iii) 1,030
shares issuable upon conversion of an equal number of shares of Class B
Common Stock.
(c) Includes 1,030 shares owned outright. Does not include 3,301,974 shares held
by J. S. Standish Company, of which he is a director.
(d) Ownership is less than 1%.
(e) Includes (i) 3,984 shares owned outright, (ii) 1,678 shares owned by the
Messer Foundation, an entity over the assets of which Mr. Beecher shares
voting and dispositive power, (iii) 484,616 shares issuable upon conversion
of an equal number of shares of Class B Common Stock and (iv) 250,000 shares
issuable upon exercise of options held by the Standish Delta Trust, a trust
of which Mr. Beecher is trustee and as to which he shares voting and
investment power. The nature of Mr. Beecher's ownership of Class B shares is
described in note (f) below. Does not include 102 shares owned by his
spouse, as to which shares he disclaims beneficial ownership.
(f) Includes (i) 242,308 shares held by a trust for the sole benefit of John C.
Standish (son of J. Spencer Standish) and (ii) 242,308 shares held by a
trust for the sole benefit of Christine L. Standish (daughter
5
<PAGE>
of J. Spencer Standish). Mr. Beecher is the sole trustee of such trusts with
sole voting and investment power. Does not include 3,301,974 shares held by
J. S. Standish Company, of which he is a director.
(g) Includes (i) 103,447 shares owned outright, (ii) 3,000 shares issuable upon
exercise of options exercisable currently or within 60 days and (iii) 18,254
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
5,151 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 4,155 shares
owned outright by his spouse, as to which shares he disclaims beneficial
ownership.
(h) Includes 46,817 shares owned outright or as community property with her
spouse. Does not include 774,884 shares held in various trusts of which she
is a beneficiary but in regard to which she has no voting or investment
power.
(i) Includes (i) 129,808 shares issuable upon conversion of an equal number of
shares of Class B Common Stock, (ii) 977 shares held by Ms. Standish or her
husband, an employee of the Company, in their respective accounts in the
Company's 401(k) retirement savings and employee stock ownership plans and
(iii) 250,000 shares issuable upon exercise of options held by the Standish
Delta Trust, a trust of which Ms. Standish is a beneficiary and as to which
she shares voting and investment power. The nature of Ms. Standish's
beneficial ownership of the Class B shares is described in note (j) below.
(j) Owned outright. Does not include (i) 242,308 shares held by a trust for her
sole benefit, as to which she has no voting or investing power, or (ii)
3,301,974 shares held by J. S. Standish Company, of which she is a director.
(k) Includes (i) 34,038 shares owned outright and (ii) 191,000 shares issuable
upon exercise of options exercisable currently or within 60 days.
(l) Includes (i) 257 shares owned outright, (ii) 305,000 shares issuable upon
exercise of options exercisable currently or within 60 days, (iii) 1,030
shares issuable upon conversion of an equal number of shares of Class B
Common Stock and (iv) 5,151 shares owned by a trust for the benefit of his
mother, of which he is trustee.
(m) Includes (i) 1,030 shares owned outright and (ii) 52,500 shares issuable
upon exercise of options exercisable currently or within 60 days.
(n) 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.
6
<PAGE>
The following persons have informed the Company that they were 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 as of December 31, 1998:
<TABLE>
<CAPTION>
SHARES OF
COMPANY'S CLASS A PERCENT OF
COMMON STOCK OUTSTANDING
BENEFICIALLY CLASS A
NAME(S) (A) OWNED* COMMON STOCK*
- -------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
J. Spencer Standish..................................... 4,943,527(b) 17.47%
J. S. Standish Company(c)............................... 3,237,230(d) 12.17%
Wellington Management Company, LLP...................... 3,000,814(e) 12.85%
Vanguard/Windsor Funds, Inc............................. 2,472,541(f) 10.58%
Shapiro Capital Management Company, Inc................. 2,182,295(g) 9.34%
Bruce B. Purdy.......................................... 1,784,812(h) 7.64%
</TABLE>
* Share amounts and percentages are calculated as of December 31, 1998, and
therefore do not reflect a 2% share dividend distributed on January 6, 1999.
- ------------------------
(a) Addresses of the beneficial owners listed in the above table are as follows:
J. Spencer Standish, One Schuyler Meadows Road, Loudonville, New York 12211;
J. S. Standish Company, c/o J. Spencer Standish, One Schuyler Meadows Road,
Loudonville, New York 12211; Wellington Management Company, LLP, 75 State
Street, Boston, Massachusetts 02109; Vanguard/Windsor Funds, Inc., c/o The
Vanguard Group, P.O. Box 2600, Valley Forge, Pennsylvania 19482-2600;
Shapiro Capital Management Company, Inc., 3060 Peachtree Road, N.W.,
Atlanta, Georgia 30305; and Bruce B. Purdy, P.O. Box 8047, Incline Village,
Nevada 89452.
(b) Includes (i) 40,000 shares issuable upon exercise of options and (ii)
4,903,527 shares issuable upon conversion of an equal number of shares of
Class B Common Stock. 1,706,297 shares of Class B Common Stock are held by
trusts as to which he has sole voting and investment power; the remaining
3,237,230 shares are held by J.S. Standish Company. See note (c) below. Does
not include 961 shares of Class A Common Stock beneficially owned by his
daughter, Christine L. Standish, a director of the Company, or 250,000
shares issuable upon exercise of options held by the Standish Delta Trust, a
trust of which Ms. Standish is a beneficiary and as to which she shares
voting and investment power. Mr. Standish disclaims beneficial ownership of
such shares.
(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
(Chief Executive Officer and Chairman of the Company).
(d) Includes 3,237,230 shares issuable on conversion of an equal number of
shares of Class B Common Stock.
(e) Wellington Management Company, LLP, ("WMC") is an investment adviser
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended. WMC, in its capacity as investment
adviser, may be deemed to have beneficial ownership of the listed shares of
Class A Common Stock that are owned by numerous investment advisory clients.
WMC has sole power to vote or direct the vote of none of such shares, shared
power to vote or direct the vote of 436,894 of such shares, and shared power
to dispose or direct the disposition of all of such shares.
(f) Vanguard/Windsor Funds, Inc. is an investment company registered under
Section 8 of the Investment Company Act. Vanguard/Windsor Funds, Inc. has
sole power to vote or direct the vote, and shared power to dispose or direct
the disposition, of all such shares.
7
<PAGE>
(g) Shapiro Capital Management Company, Inc. is an investment adviser under the
Investment Advisers Act of 1940. In its capacity as investment adviser, it
has the authority to direct disposition of all of the listed shares, and may
therefore be deemed to have beneficial ownership of such shares. Shapiro
Capital Management Company, Inc. has sole power to vote or direct the vote
of, and sole power to dispose of or direct the disposition of, all of such
shares.
(h) Includes (i) 1,567,695 shares held by trusts as to which Mr. Purdy shares
voting and investment power, and (ii) 217,117 shares held by trusts as to
which his wife, shares voting and investment power as co-trustee (Mr. Purdy
disclaims beneficial ownership of such shares).
8
<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>
SHARES OF
COMPANY'S CLASS B PERCENT OF
COMMON STOCK OUTSTANDING
BENEFICIALLY CLASS B
NAME(S) (A) OWNED* COMMON STOCK*
- -------------------------------------------------------- ------------------ -----------------
<S> <C> <C>
J. Spencer Standish..................................... 4,903,527(b) 86.45%
J. S. Standish Company(c)............................... 3,237,230 57.08%
Thomas R. Beecher, Jr................................... 475,114(d) 8.38%
</TABLE>
* Share amounts and percentages are calculated as of December 31, 1998, and
therefore do not reflect a 2% share dividend distributed on January 6, 1999.
- ------------------------
(a) Addresses of the beneficial owners listed in the above table are as follows:
J. Spencer Standish, One Schuyler Meadows Road, Loudonville, New York 12211;
J. S. Standish Company, c/o J. Spencer Standish, One Schuyler Meadows Road,
Loudonville, New York 12211; Thomas R. Beecher, Jr., c/o Beecher Securities
Corporation, 200 Theater Place, Buffalo, New York 14202.
(b) Includes (i) 3,237,230 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) 1,666,297 shares held by three trusts as to each of
which he has sole voting and investment power. Does not include 127,263
shares of Class B Common Stock owned outright by his son, John C. Standish,
or 127,263 shares of Class B Common Stock owned outright by his daughter,
Christine L. Standish, as to which shares J. Spencer Standish disclaims
beneficial ownership.
(c) See note (c) on page 7 of this proxy statement.
(d) Includes (i) 237,557 shares held by a trust for the sole benefit of John C.
Standish (son of J. Spencer Standish) and (ii) 237,557 shares held by a
trust for the sole benefit of Christine L. Standish (daughter of J. Spencer
Standish). Mr. Beecher is the sole trustee of these trusts with sole voting
and investment power.
VOTING POWER OF MR. STANDISH
J. Spencer Standish, related persons (including Christine L. Standish, a
director of the Company) 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 70% 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 and election
of PricewaterhouseCoopers LLP as the Company's auditors will be assured.
9
<PAGE>
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 1998.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RESTRICTED
FISCAL OTHER ANNUAL STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARDS OPTIONS COMPENSATION
- --------------------------------- ----------- ---------- ---------- ---------------- --------- --------- -------------
Francis L. McKone................ 1998 $ 550,237 $ 222,300 -- -- 40,000 $ 97,118(3)
Chairman of the Board 1997 521,402 260,000 -- -- 40,000 68,274(3)
and Chief Executive Officer 1996 479,821 250,000 -- -- 40,000 51,569(3)
Frank R. Schmeler................ 1998 $ 380,237 $ 139,500 -- -- 32,500 $ 26,780(3)
President and Chief 1997 350,237 165,000 -- -- 25,000 15,918(3)
Operating Officer 1996 307,821 135,000 -- -- 25,000 9,000(3)
Edward Walther................... 1998 $ 335,829 $ 115,500 -- -- 25,000 $ 16,254(4)
Executive Vice President 1997 318,829 140,000 -- -- 25,000 18,222(4)
1996 273,425 120,000 -- -- 25,000 20,284(4)
Michael C. Nahl.................. 1998 $ 332,573 $ 109,100 -- -- -- $ 65,950(3)
Senior Vice 1997 321,648 140,000 -- -- 275,000 45,473(3)
President and Chief 1996 309,498 116,500 -- -- 25,000 30,844(3)
Financial Officer
J. Weldon Cole................... 1998 $ 329,079 $ 100,000 -- -- -- $ 45,839(3)
Senior Vice President (5) 1997 318,579 110,000 -- -- 25,000 24,720(3)
1996 306,579 115,300 -- -- 25,000 9,843(3)
</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 $16,254 in 1998, $6,389 in 1997 and
$1,084 in 1996 credited, but not paid or payable, to Mr. Walther during such
year with respect to deferred compensation and (b) an international
assignment premium of $11,833 in 1997 and $19,200 in 1996.
(5) Mr. Cole retired as an officer and employee of the Company on December 31,
1998 pursuant to the terms of an Enhanced Retirement Program offered to a
group of 50 salaried and hourly employees. Pursuant to the terms of the
program, Mr. Cole will be paid one half of his final annual salary rate
($331,500) for the 29 month period between the date of his retirement and
the date of his 65(th) birthday, such payments totaling $400,562. Mr. Cole
will also be reimbursed for relocation expenses up to a maximum of $80,000.
10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
% OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS/ EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME SARS GRANTED FISCAL YEAR ($/SH) DATE (2) VALUE $(3)
- ------------------------------------ ------------------- ----------------- ----------- ---------- -----------
Francis L. McKone................... 40,000(4) 9.5% $ 19.375 11/4/18 $ 198,380
Frank R. Schmeler................... 32,500(4) 7.7% 19.375 11/4/18 208,770
Edward Walther...................... 25,000(4) 5.9% 19.375 11/4/18 183,803
Michael C. Nahl..................... -- -- -- -- --
J. Weldon Cole...................... -- -- -- -- --
</TABLE>
- ------------------------
(1) None of the grants referred to in the table included stock appreciation
rights. The exercise price for each option is the fair market value of a
share of Class A Common Stock on the date of grant.
(2) 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.
(3) Calculated using the Black-Scholes method which includes the following
assumptions: expected volatility factor of 24.6% based upon 1989-98 weekly
common stock price variation of high, low and closing prices; risk-free
(zero-coupon U.S. Treasury Bond) interest rates ranging from 4.7% to 5.5%
based on expected remaining life of the options; and no dividend yields at
the date of grant for each option. No adjustments were made for certain
factors that are generally recognized to reduce the value of option
contracts: I.E., that the option grants have limited transferability; that
the options step-vest and are, therefore, not exercisable for a number of
years; and that there is a risk of forfeiture of the non-vested portion of
each option if employment is terminated.
(4) The option 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 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 voluntary termination
after age 62, death, disability or involuntary termination the option
becomes exercisable, immediately prior to such termination, as to one-half
of the shares as to which it is not then exercisable.
11
<PAGE>
OPTION/SAR EXERCISES DURING 1998 AND YEAR-END VALUES
No stock options or stock appreciation rights were exercised by any of the
Named Officers during 1998. The following table sets forth information with
respect to stock options held by the Named Officers at December 31, 1998. No
stock appreciation rights were held by the Named Officers at that date.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1998 AT DECEMBER 31, 1998 ($)(1)
-------------------------- ---------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ------------ -------------
Francis L. McKone........................................ 410,000 120,000 $ 1,130,375 $ 1,500
Frank R. Schmeler........................................ 218,500 49,000 354,250 7,500
Edward Walther........................................... 30,000 70,000 0 0
Michael C. Nahl.......................................... 300,000 300,000 853,503 937
J. Weldon Cole........................................... 52,500 0 0 0
</TABLE>
- ------------------------
(1) Represents the difference between the closing price of the Company's Class A
Common Stock on December 31, 1998 ($18.9375 per share) and the exercise
price of the options.
PENSION PLAN TABLE
The following table shows, as of December 31, 1998, 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 INDICATED
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
CREDITED EARNINGS (1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- --------------------------------------- --------- --------- --------- --------- ---------
<CAPTION>
(ROUNDED TO NEAREST $500)
<S> <C> <C> <C> <C> <C>
$125,000............................... $ 26,000 $ 35,000 $ 43,500 $ 52,500 $ 54,000
150,000............................... 32,000 42,500 53,000 63,500 65,500
175,000............................... 37,500 50,000 62,500 75,000 77,000
200,000............................... 43,000 57,500 71,500 86,000 88,500
225,000............................... 48,500 65,000 81,000 97,500 100,000
250,000............................... 54,500 72,500 90,500 108,500 111,500
300,000............................... 65,500 87,500 109,000 131,000 135,000
400,000............................... 88,000 117,500 146,500 176,000 181,000
450,000............................... 99,500 132,500 165,500 198,500 204,000
500,000............................... 110,500 147,500 184,000 221,000 227,500
</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 or her normal retirement age (age 65) will receive a maximum
annual pension equal to (a) 1% of his or her average annual base
compensation for the three most highly compensated consecutive calendar
years in his or her last ten years of employment times his or her years of
service (up to 30) plus (b) .5% of the amount by which such average annual
base compensation exceeds a Social Security offset ($26,667 in 1998,
increasing thereafter in proportion to the increase in the Social Security
Taxable Wage Base) times his or her years of service (up to 30) plus (c)
.25% of such average annual base compensation times his or her
12
<PAGE>
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 was 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: 35 years for Francis L. McKone; 35 years for Frank R.
Schmeler; 4 years for Edward Walther; 18 years for Michael C. Nahl; and 4 years
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.
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 1998 by the Compensation and Stock Option
Committee of the Board of Directors. Thomas R. Beecher, Jr., Allan Stenshamn,
Barbara P. Wright and Christine L. Standish were members of the Committee
throughout 1998. J. Spencer Standish was a member of the Committee until May
1998, when he retired as Chairman of the Board and an employee of the Company.
None of the other persons who were members of the Committee in 1998 were
employees of the Company at that time.
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 1996. 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.
13
<PAGE>
In general, the Committee sought to achieve total cash compensation for 1998
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.
Salaries of executive officers are customarily adjusted in April of each
year. In April 1998 the salaries of all executive officers were increased by an
average of approximately 4% (excluding increases granted in recognition of a
substantial change in responsibilities) to reflect the reported rate of
increases by comparable companies. Increases actually granted to executive
officers for this purpose ranged from 3.3% to 5.9%.
Early in 1998 the Committee determined that cash bonuses for executive
officers for the year would be based, as in 1997, on Company performance with
respect to operating income, share of market and management of inventories and
accounts receivable. 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 1998, the Committee reviewed Company performance with
respect to the three factors it had identified. The Committee determined that,
as a general matter, bonuses for executive officers for 1998 should be
approximately at 83% of their target levels, with variations made on the basis
of individual performance.
The Company has two stock option plans, the 1992 Stock Option Plan and the
1998 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 1998, 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 1998 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
14
<PAGE>
options had not yet become exercisable. In determining the size of individual
grants, the Committee does not consider measures of corporate performance.
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 1998 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 1998 Mr.
McKone received a 5.9% salary increase, reflecting the Committee's continued
favorable evaluation of Mr. McKone's overall performance as Chief Executive
Officer. In February 1999, the Committee granted Mr. McKone a bonus of
approximately 83% of target with respect to 1998, in recognition of Mr. McKone's
leadership in commercializing new and improved products, carrying out process
improvements, advancing the Company's activities in Asia, continuing the
expansion of the Company's non-pmc businesses, implementing an early retirement
"window", developing a plan for new and more efficient and effective
sales/service management teams in the United States, reorganizing senior
management and initiating other restructuring measures to improve operations and
reduce costs. In November 1998, 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
were exercisable as to all but 80,000 shares.
Compensation and Stock Option
Committee
Thomas R. Beecher, Chairman
Christine L. Standish
Allan Stenshamn
Barbara P. Wright
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee is composed of Directors
Beecher, C. L. Standish, Stenshamn and Wright. J. S. Standish, father of C. L.
Standish, was a member of the Committee until his retirement as Chairman of the
Board and an employee of the Company in May 1998. 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 AB; and DEWA Consulting AB. Mr. J. S. Standish, Mr. McKone,
Mr. Beecher and Ms. C. L. Standish 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 1998 was $2,100 in the case
of each of Mr. Standish, Mr. McKone and Ms. Standish and $3,000 in the case of
Mr. Beecher.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares cumulative total return of the Company's Class
A Common Stock during the five years ended December 31, 1998 with the cumulative
total return on the S&P 500 Index and a selected peer group.
ALBANY INTERNATIONAL CORP.
Five Year Cumulative Return
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ALBANY INTERNATIONAL PEER GROUP S&P 500
<S> <C> <C> <C>
1993 100 100 100
1994 102.6 75.9 101.3
1995 98.3 63.4 139.4
1996 127.8 82.2 171.4
1997 129.4 109.9 228.6
1998 110.2 73.2 293.9
</TABLE>
The peer group consists of companies in related industries with comparable
sales volumes. Companies included are: Dixie Yarns, Inc., Guilford Mills, Inc.,
Nashua Corporation, and Pope & Talbot, Inc.. There are no comparable domestic
paper machine clothing manufacturers with publicly reported financial
statements.
The comparison assumes $100 was invested on December 31, 1993 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. Under the Directors Annual Retainer Plan approved by the
stockholders in 1996, 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
16
<PAGE>
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 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 1998 as a Director of the Company, total fees of approximately $3,500 for
his services during 1998 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 current members of which are Directors Beecher, Christine
L. Standish, Stenshamn and Wright, and an Audit Committee comprised of Directors
Morone, Stenshamn, Wright and Kailbourne (Mr. Kailbourne was appointed following
his election as a director in February, 1999).
The Compensation and Stock Option Committee met three times in 1998. 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 1998. 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.
CERTAIN BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Kailbourne, a director of the Company since February 1999, served as
Chairman and Chief Executive Officer of Fleet National Bank, a subsidiary of
Fleet Financial Group Inc., until December 31, 1998. (Mr. Beecher, a director of
the Company, currently serves as a director of Fleet National Bank.) As of
December 31, 1998, the Company, together with its consolidated subsidiaries, had
outstanding debt and equipment lease obligations to various subsidiaries of
Fleet Financial Group, Inc. of approximately $75 million in the aggregate.
Christine L. Standish is a director of the Company. Christopher Wilk, Ms.
Standish's husband, and John C. Standish, Ms. Standish's brother, served as
employees of the Company or one of its subsidiaries during 1998. In addition, J.
Spencer Standish, Ms. Standish's father, served as Chairman of the Board of
Directors of the Company until May 12, 1998. In consideration of these services,
the Company paid salary and other compensation of $71,067 to John C. Standish,
and salary, bonus and other compensation of $68,390 and $102,298 to Messrs. Wilk
and J. Spencer Standish, respectively. In addition, Messrs. Wilk and John C.
Standish received international assignment premiums and/or relocation expenses
of $64,035 and $18,199, respectively. The Company also granted 1,500 stock
options to John C. Standish. As employees, each of these individuals also
received benefits under the Company's insurance, disability and other employee
benefit plans in accordance with the terms of such plans.
17
<PAGE>
ATTENDANCE
The Board of Directors of the Company met eight times during 1998. 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, 1998, all persons who were subject
to the reporting requirements of Section 16(a) complied with such requirements.
ELECTION OF AUDITORS
The Board of Directors proposes and recommends the election, at the Annual
Meeting, of the firm of PricewaterhouseCoopers LLP as the Company's auditors for
the year 1999. Including its predecessor Coopers & Lybrand,
PricewaterhouseCoopers LLP has served as the Company's auditors since 1959.
PricewaterhouseCoopers LLP 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.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
2000 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 26, 1999 in order to be considered for inclusion in the
Company's proxy statement and form of proxy. In addition, management proxies for
the 2000 Annual Meeting may confer discretionary authority to vote on a
stockholder proposal that is not included in the Company's proxy statement and
form of proxy if the Company does not receive notice of such proposal by
February 10, 2000 or if such proposal has been properly excluded from such 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.
Thomas H. Hagoort
SECRETARY
March 26, 1999
18
<PAGE>
PROXY PROXY
ALBANY INTERNATIONAL CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 6, 1999
The undersigned hereby constitutes and appoints Francis L. McKone, 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 headquarters, 1373 Broadway, Albany, New York on Thursday, May 6, 1999
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 AND 2.
Election of Directors, Nominees: Francis L. McKone, Thomas R. Beecher, Jr.,
Charles B. Buchanan, Allan Stenshamn, Barbara P. Wright, Joseph G. Morone,
Christine L. Standish, Frank R. Schmeler and Erland E. Kailbourne
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
<TABLE>
<S><C>
ALBANY INTERNATIONAL CORP.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
For All
For Withheld Except
/ / / / / /
PROPOSALS OF THE BOARD OF DIRECTORS
1. Election of Directors (Nominees listed on reverse side).
For Against Abstain
- --------------------- / / / / / /
Nominee(s) Exceptions 2. Approval of
PricewaterhouseCoopers LLP
as auditors.
OTHER MATTERS
3. 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 , 1999
------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
Signature(s) of Stockholder(s)
</TABLE>
