<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 27, 2000
To the Stockholders of Albany International Corp.:
You are cordially invited to attend the 2000 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
Thursday, May 4, 2000. 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 Press 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, 1999 is being mailed to you with
these materials.
Sincerely yours,
[LOGO]
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 4, 2000
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 Thursday, May 4, 2000 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 2000.
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 6, 2000 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 27, 2000
<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 4, 2000 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, 2000, (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 THIS 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 27, 2000.
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 6, 2000 of the 24,681,654 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 6, 2000 of the 5,869,457 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 cast at the meeting by the shares present in
person or by proxy and entitled to vote 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. 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.
Under New York Stock Exchange rules, brokerage firms are generally permitted
to vote in their discretion on behalf of clients who have been requested to
provide voting instructions, and have failed to do so, by a date specified in a
statement from the brokerage firm accompanying proxy materials distributed to
its clients. Brokerage firms generally do not have such discretion, however, as
to any contested action, any authorization for a merger or consolidation, or any
matter which may affect substantially the rights or privileges of stockholders.
In such a case, broker "non-votes" would be treated as shares that are present
at the meeting but fail to vote. The Company anticipates that brokerage firms
will be able to vote in their discretion on the proposals to elect directors and
to elect PricewaterhouseCoopers LLP as auditors.
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 unable, 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>
FRANCIS L. McKONE joined the Company in 1964. He has been a
[PHOTO OF MCKONE] 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 65.
THOMAS R. BEECHER, JR. has been a Director of the Company
[PHOTO OF THOMAS R. BEECHER] since 1969. He has been President of Ballynoe LLC, venture
capital investments, since 1999. He has also been President
of Beecher Securities Corporation, venture capital
investments, since 1979. He is Director of International
Motion Control Incorporated, Ballynoe LLC 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, Chairman of the Board of
Kaleida Health and a founder and Director of the Buffalo
Inner-City Scholarship Opportunity Network. Age 64.
CHARLES B. BUCHANAN joined the Company in 1957. He has
[PHOTO OF CHALES B. BUCHANAN] served the Company as a Director since 1969. He also served
as Vice President and Secretary of the Company 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 68.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
ALLAN STENSHAMN has been a Director of the Company since
[PHOTO OF ALLAN STENSHAMN] 1983. Since September 1, 1999 he has served as a Counsellor
to 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 previously served as a partner in
Lagerlof & Leman from 1976 until 1999. 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 Corporation, Cypress Semiconductor Corporation,
Mars, Incorporated, Merck & Co., Inc. and Philip Morris
Companies Inc. Age 66.
BARBARA P. WRIGHT has been a Director of the Company since
[PHOTO OF BARBARA P. WRIGHT] 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, Secretary of several
other nonprofit charitable organizations, including The
Monterey Bay Aquarium Foundation, The Packard Humanities
Institute, and The Stanford Theatre Foundation, and a
Director of The Monterey Bay Aquarium Research Institute.
Age 53.
JOSEPH G. MORONE has been a Director of the Company since
[PHOTO OF JOSEPH G. MORONE] January 1996. Since 1997, Dr. Morone has served as President
of Bentley College, which focuses on the integration of
information with a broad business and arts and sciences
curriculum, graduating more business majors than any other
college or university in New England. Prior to joining
Bentley, Dr. Morone served as Dean of the Lally School of
Management and Technology at Rensselaer Polytechnic
Institute and held the Andersen Consulting Professorship of
Management. He is a Director of Transworld Entertainment,
nVIEW Corporation, Inroads and is Vice-chair of the Board of
the New England Medical Center. Age 46.
CHRISTINE L. STANDISH has been a Director of the Company
[PHOTO OF CHRISTINE L. STANDISH] 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 34.
FRANK R. SCHMELER joined the Company in 1964. He has served
[PHOTO OF FRANK R. SCHMELER] 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 61.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
ERLAND E. KAILBOURNE has been a Director of the Company
[PHOTO OF ERLAND E. KAILBOURNE] 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, Jaran
Aerospace Corporation, Adelphia Communications Corporation,
Bush Industries, Inc., Rand Capital Corporation and
Statewide Zone Capital Corporation. Age 58.
</TABLE>
SHARE OWNERSHIP
As of the close of business on March 6, 2000, 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....................... 510,657(b) 2.03% 1,050(c) (d)
Thomas R. Beecher, Jr................... 923,217(e) 3.61% 667,025(f) 11.36%
Charles B. Buchanan..................... 117,655(g) (d) -- --
Allan Stenshamn......................... 5,957 (d) -- --
Barbara P. Wright....................... 48,173(h) (d) -- --
Joseph G. Morone........................ 1,755 (d) -- --
Christine L. Standish................... 524,809(i) 2.08% 273,022(j) 4.65%
Frank R. Schmeler....................... 251,218(k) (d) -- --
Erland E. Kailbourne.................... 420 (d) -- --
Michael C. Nahl......................... 331,566(l) 1.33% 1,050 (d)
Edward Walther.......................... 55,000(m) (d) -- --
William M. McCarthy..................... 29,271(n) (d) -- --
All officers and directors as a group
(21 persons).......................... 2,580,908 9.57% 790,931 13.48%
</TABLE>
* Share amounts and percentages are calculated as of March 6, 2000 and
therefore reflect a 2% share dividend distributed on January 12, 2000.
- ------------------------
(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) 51,607 shares owned outright, (ii) 458,000 shares issuable upon
exercise of options exercisable currently or within 60 days and (iii) 1,050
shares issuable upon conversion of an equal number of shares of Class B
Common Stock.
(c) Includes 1,050 shares owned outright. Does not include 3,368,013 shares held
by J. S. Standish Company, of which he is a director.
(d) Ownership is less than 1%.
5
<PAGE>
(e) Includes (i) 4,481 shares owned outright, (ii) 1,711 shares owned by the
Messer Foundation, an entity over the assets of which Mr. Beecher shares
voting and dispositive power, (iii) 667,025 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 104 shares owned by his
spouse, as to which shares he disclaims beneficial ownership.
(f) Includes (i) 247,154 shares held by a trust for the sole benefit of John C.
Standish (son of J. Spencer Standish) and (ii) 247,153 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 such trusts with sole voting
and investment power. Also includes (i) 151,318 shares held by the Standish
Delta Trust, (ii) 10,700 shares held by The Christine L. Standish Gift
Trust, and (iii) 10,700 shares held by The John C. Standish Gift Trust.
Mr. Beecher is trustee of such trusts with shared voting and investment
power. Does not include 3,368,013 shares held by J. S. Standish Company, of
which he is a director.
(g) Includes (i) 54,936 shares owned outright, (ii) 3,300 shares issuable upon
exercise of options exercisable currently or within 60 days, and
(iii) 59,419 shares held by trusts of which he is the sole trustee with sole
voting and investment power and of which his wife is a beneficiary. Does not
include 5,254 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 4,238
shares owned outright by his spouse, as to which shares he disclaims
beneficial ownership.
(h) Includes 48,173 shares owned outright or as community property with her
spouse. Does not include 790,381 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) 769 shares owned outright, (ii) 273,022 shares issuable upon
conversion of an equal number of shares of Class B Common Stock,
(iii) 1,018 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 (iv) 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) Includes (i) 121,704 shares owned outright and (ii) 151,318 shares owned by
the Standish Delta Trust. Does not include (i) 247,153 shares held by a
trust for her sole benefit, as to which she has no voting or investing
power, (ii) 3,368,013 shares held by J. S. Standish Company, of which she is
a director, or (iii) 10,700 shares held by the Christine L. Standish Gift
Trust, a trust for the benefit of her descendants as to which she disclaims
beneficial ownership.
(k) Includes (i) 34,718 shares owned outright and (ii) 216,500 shares issuable
upon exercise of options exercisable currently or within 60 days.
(l) Includes (i) 2,302 shares owned outright, (ii) 325,000 shares issuable upon
exercise of options exercisable currently or within 60 days, (iii) 1,050
shares issuable upon conversion of an equal number of shares of Class B
Common Stock and (iv) 3,214 shares owned by a trust for the benefit of his
mother, of which he is trustee.
(m) Issuable upon exercise of options exercisable currently or within 60 days.
(n) Includes (i) 2,271 shares held in the Company's employee stock ownership
plan and (ii) 27,000 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.
6
<PAGE>
The following persons have informed the Company that they were the
"beneficial owners" (as defined by Rule 13d-3 of the Securities Exchange Act of
1934) of more than five percent of the Company's outstanding shares of Class A
Common Stock as of December 31, 1999:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMPANY'S CLASS A OUTSTANDING
COMMON STOCK CLASS A
NAME(S) (A) BENEFICIALLY OWNED* COMMON STOCK*
- ----------- ------------------- -------------
<S> <C> <C>
J. Spencer Standish.......................... 4,893,244(b) 16.87%
J. S. Standish Company(c).................... 3,301,974(d) 12.04%
Shapiro Capital Management Company, Inc...... 2,906,913(e) 12.05%
Wellington Management Company, LLP........... 2,171,993(f) 9.01%
Mellon Financial Corporation................. 1,850,442(g) 7.67%
Vanguard/Windsor Funds, Inc.................. 1,729,656(h) 7.17%
Bruce B. Purdy............................... 1,725,274(i) 7.15%
FMR Corp..................................... 1,553,804(j) 6.44%
</TABLE>
* Share amounts and percentages are calculated as of December 31, 1999, and
therefore do not reflect a 2% share dividend distributed on January 12,
2000.
- ------------------------
(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; Shapiro Capital Management Company, Inc., 3060
Peachtree Road, N.W., Atlanta, Georgia 30305; Mellon Financial Corporation,
One Mellon Center, Pittsburgh, Pennsylvania 15258; Vanguard/Windsor
Funds, Inc., c/o The Vanguard Group, P.O. Box 2600, Valley Forge,
Pennsylvania 19482-2600; Bruce B. Purdy, P.O. Box 8047, Incline Village,
Nevada 89452; Wellington Management Company, LLP, 75 State Street, Boston,
Massachusetts 02109; and FMR Corp., 82 Devonshire Street, Boston,
Massachusetts 02104.
(b) Includes (i) 40,000 shares issuable upon exercise of options and
(ii) 4,853,244 shares issuable upon conversion of an equal number of shares
of Class B Common Stock. 1,551,270 shares of Class B Common Stock are held
by trusts as to which he has sole voting and investment power; the remaining
3,301,974 shares are held by J.S. Standish Company. See note (c) below. Does
not include (x) 126,081 shares of Class A Common Stock beneficially owned by
his daughter, Christine L. Standish, a director of the Company, (y) 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, or (z) 148,351 shares issuable upon conversion
of an equal number of shares of Class B Common Stock held by the Standish
Delta Trust. 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 3,301,974 shares issuable on conversion of an equal number of
shares of Class B Common Stock.
(e) Shapiro Capital Management Company, Inc. is an investment adviser under the
Investment Advisers Act of 1940. In its capacity as investment adviser to
various clients owning the reported shares, it may 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.
7
<PAGE>
(f) Wellington Management Company, LLP, ("WMC") is an investment adviser
registered under the Investment Advisers Act of 1940. 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 349,336 such shares,
and shared power to dispose or direct the disposition of all of such shares.
(g) Represents shares owned by various direct and indirect subsidiaries of
Mellon Financial Corporation. Mellon Financial Corporation and/or one or
more of such subsidiaries has sole power to vote or direct the vote of
1,198,074 such shares, sole power to dispose or direct the disposition of
1,208,684 such shares, and shared power to vote or direct the vote, and
shared power to dispose or direct the disposition of 171,462 such shares.
(h) Vanguard/Windsor Funds, Inc. is an investment company registered under 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.
(i) Includes (i) 1,574,135 shares held by trusts as to which Mr. Purdy shares
voting and investment power, and (ii) 151,139 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).
(j) Represents shares beneficially owned by subsidiaries of FMR Corp. Such
subsidiaries are either investment advisers registered under the Investment
Advisers Act of 1940, trust companies with investment management power over
client assets held in trust, or investment companies registered under the
Investment Company Act. FMR Corp. and/or one or more of such subsidiaries
has sole power to dispose or direct the disposition of all of such shares.
Neither FMR Corp. nor any such subsidiary has the power to vote or direct
the vote of any 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 PERCENT OF
COMPANY'S CLASS B OUTSTANDING
COMMON STOCK CLASS B
NAME(S) (A) BENEFICIALLY OWNED* COMMON STOCK*
- ----------- ------------------- -------------
<S> <C> <C>
J. Spencer Standish.......................... 4,853,244(b) 84.34%
J. S. Standish Company(c).................... 3,301,974 57.38%
Thomas R. Beecher, Jr........................ 643,767(d) 11.18%
</TABLE>
* Share amounts and percentages are calculated as of December 31, 1999, and
therefore do not reflect a 2% share dividend distributed on January 12,
2000.
- ------------------------
(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 Ballynoe LLC, 200
Theater Place, Buffalo, New York 14202.
(b) Includes (i) 3,301,974 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) 1,551,270 shares held by two trusts as to each of
which he has sole voting and investment power. Does not include 124,408
shares of Class B Common Stock owned outright by his son, John C. Standish,
or 124,408 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) 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 of J. Spencer
Standish). Mr. Beecher is the sole trustee of such trusts with sole voting
and investment power. Also includes (i) 148,351 shares held by the Standish
Delta Trust, (ii) 5,400 shares held by The Christine L. Standish Gift Trust,
and (iii) 5,400 shares held by The John C. Standish Gift Trust. Mr. Beecher
is trustee of such trusts with shared voting and investment power. Does not
include 3,301,974 shares held by J. S. Standish Company, of which he is a
director.
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 descendants of J. Spencer Standish, now hold in the aggregate
shares entitling them to cast approximately 70.4% 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 1999.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION 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>
Francis L. McKone......... 1999 $568,987 $256,300 -- -- 40,000 $87,419(3)
Chairman of the Board and 1998 550,237 222,300 -- -- 40,000 97,118(3)
Chief Executive Officer 1997 521,402 260,000 -- -- 40,000 68,274(3)
Frank R. Schmeler......... 1999 $402,737 $177,800 -- -- 32,500 $26,883(3)
President and Chief 1998 380,237 139,500 -- -- 32,500 26,780(3)
Operating Officer 1997 350,237 165,000 -- -- 25,000 15,918(3)
Edward Walther............ 1999 $345,369 $147,500 -- -- 25,000 $19,350(4)
Executive Vice President 1998 335,829 115,500 -- -- 25,000 16,254(4)
1997 318,829 140,000 -- -- 25,000 18,222(4)
Michael C. Nahl........... 1999 $341,502 $120,400 -- -- -- $56,495(3)
Senior Vice President and 1998 332,573 109,100 -- -- -- 65,950(3)
Chief Financial Officer 1997 321,648 140,000 -- -- 275,000 45,473(3)
William M. McCarthy....... 1999 $247,402 $108,200 -- -- 15,000 $27,643(5)
Senior Vice President 1998 227,150 77,000 -- -- 15,000 24,593(5)
1997 204,900 89,200 -- -- 15,000 10,846(5)
</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 $19,350 in 1999, $16,254 in 1998 and
$6,389 in 1997 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.
(5) Includes (a) above-market earnings of $4,718 in 1999, $3,693 in 1998 and
$846 in 1997 credited, but not paid or payable, to Mr. McCarthy during such
year with respect to deferred compensation and (b) international assignment
premiums of $22,925 in 1999, $20,900 in 1998 and $10,000 in 1997.
10
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
-------------------------------------------------
% OF TOTAL
OPTIONS/SARS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS/ EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME SARS GRANTED FISCAL YEAR ($/SH) DATE(2) VALUE $(3)
- ---- -------------------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Francis L. McKone............... 40,000(4) 9.7% $15.6875 11/9/19 $251,420
Frank R. Schmeler............... 32,500(4) 7.9% 15.6875 11/9/19 293,823
Edward Walther.................. 25,000(4) 6.1% 15.6875 11/9/19 266,058
Michael C. Nahl................. -- -- -- -- --
William M. McCarthy............. 15,000(4) 3.7% 15.6875 11/9/19 180,450
</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. Each option is
transferable by the Optionee to any descendent of the Optionee or any trust
primarily for the benefit of one or more such descendents.
(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 25.5% based upon 1989-99 weekly
common stock price variation of high, low and closing prices; risk-free
(zero-coupon U.S. Treasury Bond) interest rates ranging from 6.6% to 6.9%
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.
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<PAGE>
OPTION/SAR EXERCISES DURING 1999 AND YEAR-END VALUES
No stock options or stock appreciation rights were exercised by any of the
Named Officers during 1999. The following table sets forth information with
respect to stock options held by the Named Officers at December 31, 1999. 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, 1999 AT DECEMBER 31, 1999 ($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Francis L. McKone.............................. 450,000 120,000 $20,000 $0
Frank R. Schmeler.............................. 211,500 88,500 10,000 0
Edward Walther................................. 50,000 75,000 0 0
Michael C. Nahl................................ 320,000 280,000 12,500 0
William M. McCarthy............................ 24,000 38,500 0 0
</TABLE>
- ------------------------
(1) Represents the difference between the closing price of the Company's
Class A Common Stock on December 31, 1999 ($15.50 per share) and the
exercise price of the options.
PENSION PLAN TABLE
The following table shows, as of December 31, 1999, 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
---------------------------------------------------------
CREDITED EARNINGS (1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- --------------------- --------- --------- --------- --------- ---------
(ROUNDED TO NEAREST $500)
<S> <C> <C> <C> <C> <C>
$125,000.................. $ 26,000 $ 34,500 $ 43,500 $ 52,000 $ 53,500
150,000.................. 31,500 42,000 52,500 63,500 65,000
175,000.................. 37,500 49,500 62,000 74,500 76,500
200,000.................. 43,000 57,000 71,500 86,000 88,500
225,000.................. 48,500 64,500 81,000 97,000 100,000
250,000.................. 54,000 72,000 90,000 108,500 111,500
300,000.................. 65,500 87,000 109,000 130,500 134,500
400,000.................. 88,000 117,000 146,500 176,000 180,500
450,000.................. 99,000 132,000 165,000 198,500 204,000
500,000.................. 110,500 147,000 184,000 221,000 227,000
</TABLE>
- ------------------------
(1) The Company's Pension Plus Plan, applicable to all salaried and most hourly
employees in the United States who began employment on or before October 1,
1998, 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 ($28,304 in 1999, 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
12
<PAGE>
annual base compensation times his or her 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: 36 years for Francis L. McKone; 36 years for Frank R.
Schmeler; 5 years for Edward Walther; 19 years for Michael C. Nahl; and
22 years for William M. McCarthy.
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 1999 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 1999. None of the persons who were members of the Committee in 1999
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. The Company retains the services of professional compensation
consultants to compare the compensation of its executive officers with such a
cross-section. The consultants carry out such a comparison annually in the case
of the Company's senior executive officers and periodically (most recently, in
1996) with respect to all executive officers. In addition, the
13
<PAGE>
Committee reviews such published surveys and other materials regarding
compensation as are provided from time to time by the Company's Human Resources
department.
In general, the Committee sought to achieve total cash compensation for 1999
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 1999 the salaries of all executive officers were increased by an
average of approximately 3.5% (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 2.8% to 10.8%.
Early in 1999 the Committee determined that cash bonuses for executive
officers for the year would be based, as in 1998, 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 1999, 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 1999 should be
approximately at 87% 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 1999, 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 1999 were position responsibility, compensation level and
14
<PAGE>
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.
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 1999 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 1999
Mr. McKone received a 2.8% salary increase, reflecting the Committee's continued
favorable evaluation of Mr. McKone's overall performance as Chief Executive
Officer. In February 2000, the Committee granted Mr. McKone a bonus of
approximately 91% of target with respect to 1999, in recognition of
Mr. McKone's leadership in completing the acquisition of the Geschmay Group,
initiating the integration of the Geschmay companies into the Albany Group,
initiating significant restructuring in the United States and Europe in the wake
of the Geschmay acquisition, monitoring the Company's independent cost-reduction
initiatives begun in 1998, and continuing the successful commercialization of
new and improved products, including the expansion of Seamtech and Dynatex
products into new applications. In November 1999, 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, Standish, Stenshamn and Wright. 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. McKone, Mr. Beecher and Ms. Standish
are members of the Board of Directors of J. S. Standish Company ("JSSC").
Mr. Beecher is also an officer of JSSC (Secretary). 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 1999 was $2,800 in
the case of each of Mr. McKone and Ms. Standish and $4,000 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, 1999 with the
cumulative total return on the S&P 500 Index and a selected peer group.
ALBANY INTERNATIONAL CORP.
FIVE YEAR CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ALBANY INTERNATIONAL S&P 500 PEER GROUP
<S> <C> <C> <C>
1994 100 100 100
1995 95.9 137.6 83.5
1996 124.6 169.2 108.2
1997 126.2 225.6 144.8
1998 107.5 290.1 96.4
1999 89.7 351.1 76.5
</TABLE>
The peer group consists of companies in related industries with comparable
sales volumes. Companies included are: Dixie Group, 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, 1994 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, one-half of the
retainer is 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 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 1999 as a Director of the Company, total fees of approximately $3,000 for
his services during 1999 as a Director of subsidiaries of the Company.
16
<PAGE>
COMMITTEES
Among the committees of the Board of Directors are a Compensation and Stock
Option Committee, the current members of which are Directors Beecher, Standish,
Stenshamn and Wright, and an Audit Committee comprised of Directors Morone,
Stenshamn, Wright and Kailbourne.
The Compensation and Stock Option Committee met three times in 1999. 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 1999. 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
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 1999. In
consideration of these services, the Company paid salary and other compensation
of $80,142 to John C. Standish, and salary, bonus and other compensation of
$70,006 to Mr. Wilk. 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.
ATTENDANCE
The Board of Directors of the Company met eleven times during 1999. 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, 1999, 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 2000. 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
17
<PAGE>
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
2001 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 28, 2000 in order to be considered for inclusion in the
Company's proxy statement and form of proxy. In addition, to be so included, a
proposal must otherwise comply with all applicable proxy rules of the Securities
and Exchange Commission.
In addition, management proxies for the 2001 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, 2001 or if such proposal has
been properly excluded from such proxy statement and form of proxy.
The Company's by-laws provide that proposals of stockholders, including
nominations of persons for election to the Board of Directors of the Company,
shall not be presented, considered or voted upon at an annual meeting of
stockholders, or at any adjournment thereof, unless (i) notice of the proposal
has been received by mail directed to the Secretary of the Company at the
address set forth in the Notice of Meeting not less than 100 days nor more than
180 days prior to the anniversary date of the last preceding annual meeting of
stockholders and (ii) the stockholder giving such notice is a stockholder of
record on the date of the giving of such notice and on the record date for the
determination of stockholders entitled to vote at such annual meeting. Each such
notice shall set forth (i) the proposal desired to be brought before the annual
meeting and the reasons for presenting such proposal at the annual meeting,
(ii) the name and address, as they appear on the Company's books, of the
stockholder making such proposal, (iii) the number and class of shares owned
beneficially or of record by such stockholder, (iv) any material interest of
such stockholder in the proposal and (v) such other information with respect to
the proposal and such stockholder as is required to be disclosed in solicitation
of proxies to vote upon such proposal, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended ("the Proxy
Rules"). In the case of proposed nominations of persons for election to the
Board of Directors, each such notice shall also (i) set forth such information
with respect to such nominees and the stockholder proposing the nominations as
is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, pursuant to the Proxy Rules and (ii) be
accompanied by the written consent of each proposed nominee to being named in
the Company's proxy statement as a nominee and to serving as a director if
elected and by written confirmation by each such nominee of the information
relating to such nominee contained in the notice.
18
<PAGE>
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 27, 2000
19
<PAGE>
PROXY ALBANY INTERNATIONAL CORP. PROXY
Proxy solicited on Behalf of the Board of Directors
for Annual Meeting of Stockholders to be held May 4, 2000
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 Press Fabrics Division, 253 Troy Road (Route 4), East Greenbush,
New York on Thursday, May 4, 2000 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: 01-Francis L. McKone,
02-Thomas R. Beecher, Jr., 03-Charles B. Buchanan,
04-Allan Stenshamn, 05-Barbara P. Wright,
06-Joseph G. Morone, 07-Christine L. Standish,
08-Frank R. Schmeler and 09-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>
Albany International Corp.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
[ ]
Proposals of the Board of Directors
- -----------------------------------
1. Election of Directors (Nominees listed on reverse side).
For All
For Withheld Except
/ / / / / /
--------------------------
Nominee(s) Exceptions
2. Approval of PricewaterhouseCoopers LLP as auditors.
For Against Abstain
/ / / / / /
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 _________________________________________, 2000
_____________________________________________________
_____________________________________________________
Signature(s) of Stockholder(s)
