<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 under Rule 14a-12
</TABLE>
WOLVERINE TUBE, INC.
- --------------------------------------------------------------------------------
(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:
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<PAGE> 2
(WOLVERINE TUBE, INC. LOGO)
WOLVERINE TUBE, INC.
1525 PERIMETER PARKWAY, SUITE 210
HUNTSVILLE, ALABAMA 35806
April 17, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of the Stockholders
of Wolverine Tube, Inc. (the "Company") on Wednesday, May 24, 2000, at 8:30
a.m., local time, at The Benjamin Hotel, 125 East 50th Street, New York, New
York 10022. We hope that many of the Company's stockholders will be able to
attend the meeting and we look forward to greeting those in attendance.
The notice of annual meeting and proxy statement accompanying this letter
describe the specific business to be acted upon.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO INDICATE YOUR VOTE, AND
SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the Company. The Board of Directors
and the management team look forward to seeing you at the meeting.
Sincerely,
/s/ Jan K. Ver Hagen
Jan K. Ver Hagen
Chairman
<PAGE> 3
WOLVERINE TUBE, INC.
1525 PERIMETER PARKWAY, SUITE 210
HUNTSVILLE, ALABAMA 35806
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE ON HELD MAY 24, 2000
---------------------
To the Stockholders:
Please take notice that the Annual Meeting of the Stockholders of Wolverine
Tube, Inc., a Delaware corporation, will be held on Wednesday, May 24, 2000, at
8:30 a.m., local time, at The Benjamin Hotel, 125 East 50th Street, New York,
New York 10022 for the following purposes:
1. To elect three (3) Class I directors of the Company to each serve a
three-year term.
2. To ratify the appointment of Ernst & Young LLP as the independent
auditors of the Company for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 31, 2000 are
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
/s/ James E. Deason
James E. Deason
Secretary
Huntsville, Alabama
April 17, 2000
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY
IN THE POSTAGE-PAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO
EVEN THOUGH YOU HAVE ALREADY SENT IN YOUR PROXY.
<PAGE> 4
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
OF
WOLVERINE TUBE, INC.
---------------------
This Proxy Statement is furnished in connection with the solicitation by
the management of Wolverine Tube, Inc. (the "Company") of proxies for use at the
Annual Meeting of its Stockholders to be held on Wednesday, May 24, 2000, at
8:30 a.m., local time, at The Benjamin Hotel, 125 East 50th Street, New York,
New York 10022, or at any adjournment thereof.
INFORMATION CONCERNING THE SOLICITATION AND VOTING
GENERAL
The principal executive offices of the Company are located at 1525
Perimeter Parkway, Suite 210, Huntsville, Alabama 35806. The Company's telephone
number is (256) 353-1310. The date of this Proxy Statement is April 17, 2000,
the approximate date on which this Proxy Statement, the accompanying Proxy and
the Annual Report to Stockholders for the fiscal year ended December 31, 1999,
including financial statements, are first being sent or given to stockholders
entitled to vote at the meeting.
This solicitation of proxies is made on behalf of the Board of Directors of
the Company and the associated cost will be borne by the Company. The Company
has retained Corporate Investor Communications, Inc. (the "Solicitor") to assist
in the solicitation of proxies. The Company will pay approximately $5,000 in
fees for the Solicitor's services and will reimburse the Solicitor for
reasonable out-of-pocket expenses.
In addition to solicitation by mail and by the Solicitor, management may
use the services of its directors, officers and others to solicit proxies,
personally or by telephone. Arrangements may also be made with brokerage houses
and other custodians, nominees and fiduciaries to forward solicitation materials
to the beneficial owners of the stock held of record by such persons, and the
Company may reimburse them for reasonable out-of-pocket and clerical expenses
incurred by them in so doing.
RECORD DATE, VOTING AND REVOCABILITY OF PROXIES
The Company had outstanding on March 31, 2000 (the "Record Date"),
12,212,538 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), all of which are entitled to vote on all matters to be acted upon at
the meeting. The Company's By-Laws provide that the holders of a majority of the
shares issued and outstanding, present in person or represented by proxy and
entitled to vote at the meeting, will constitute a quorum for the transaction of
business. Each stockholder is entitled to one vote for each share of Common
Stock held on the Record Date. If no instructions are given on the executed
Proxy, the Proxy will be voted for all nominees and in favor of all proposals
described.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy at the meeting and entitled to vote is required
for approval of all items being submitted to the stockholders for their
consideration, other than the election of directors, which is determined by a
plurality, if a quorum is present and voting. An automated system administered
by the Company's transfer agent tabulates the votes. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting for purposes of determining the presence of a quorum. Each is
tabulated separately. Neither abstentions nor broker non-votes are counted in
tabulations of the votes cast for purposes of determining whether a proposal has
been approved.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by filing with the Secretary of the Company
a written notice revoking it, by presenting at the meeting a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
<PAGE> 5
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of March 31, 2000, with
respect to the beneficial ownership of the outstanding Common Stock by (i)
stockholders known by the Company to own beneficially more than 5% of the
outstanding Common Stock, (ii) each director, (iii) each executive officer of
the Company named in the Summary Compensation Table below, and (iv) all
directors and executive officers of the Company as a group. The number of shares
of Common Stock outstanding as of March 31, 2000 was 12,212,538.
<TABLE>
<CAPTION>
COMPANY STOCK
BENEFICIALLY OWNED
-------------------
NAME AND ADDRESS SHARES PERCENT
- ---------------- --------- -------
<S> <C> <C>
Ontario Teachers' Pension Plan Board(1)..................... 1,348,386 11.0%
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5 Canada
Sanford C. Bernstein & Co., Inc.(2)......................... 1,189,950 9.7%
767 Fifth Avenue
New York, NY 10153
Citigroup, Inc.(3).......................................... 1,055,661 8.6%
Salomon Smith Barney Holdings, Inc.
425 Park Avenue
New York, NY 10043
Mellon Financial Corporation(4)............................. 786,493 6.4%
One Mellon Center
Pittsburgh, PA 15258
Dimensional Fund Advisors(5)................................ 660,600 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Goldman Sachs & Co.(6)...................................... 656,500 5.4%
Goldman Sachs Asset Management
85 Broad Street
New York, NY 10004
State Teachers' Retirement System of Ohio(7)................ 638,400 5.2%
275 East Broad Street
Columbus, OH 43215
The Prudential Insurance Company of America(8).............. 637,950 5.2%
751 Broad Street
Newark, NJ 07102
Jan K. Ver Hagen(9)......................................... 32,800 *
John L. Duncan(10).......................................... 20,400 *
Thomas P. Evans(11)......................................... 14,401 *
Chris A. Davis(12).......................................... 10,733 *
Gail O. Neuman(13).......................................... 10,733 *
W. Barnes Hauptfuhrer(14)................................... 9,733 *
Charles E. Thompson(15)..................................... 9,733 *
Dennis J. Horowitz(16)...................................... 146,500 1.2%
James E. Deason(17)......................................... 59,675 *
Keith I. Weil(18)........................................... 27,150 *
Johann R. Manning, Jr.(19).................................. 21,129 *
All directors and executive officers as a group (11
persons).................................................. 362,987 3.0%
</TABLE>
2
<PAGE> 6
- ---------------
* Represents less than 1%
(1) As set forth on Schedule 13D, filed with the Securities and Exchange
Commission on December 6, 1999.
(2) As set forth on Schedule 13G, filed with the Securities and Exchange
Commission on February 8, 2000.
(3) As set forth on Amendment No. 2 to Schedule 13G, filed with the Securities
and Exchange Commission on February 14, 2000.
(4) As set forth on Schedule 13G, filed with the Securities and Exchange
Commission on January 27, 2000.
(5) As set forth on Schedule 13G, filed with the Securities and Exchange
Commission on February 3, 2000.
(6) As set forth on Schedule 13G, filed with the Securities and Exchange
Commission on February 11, 2000.
(7) As set forth on Schedule 13G, filed with the Securities and Exchange
Commission on January 27, 2000.
(8) As set forth on Amendment No. 4 to Schedule 13G, filed with the Securities
and Exchange Commission on January 31, 2000.
(9) Includes 19,800 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(10) Includes 15,400 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000, and 2,000 shares of Common stock owned by
John L. Duncan's wife.
(11) Includes 14,400 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(12) Includes 10,733 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(13) Includes 10,733 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(14) Includes 9,733 shares of Common Stock subject to options exercisable within
60 days of March 31, 2000.
(15) Includes 9,733 shares of Common Stock subject to options exercisable within
60 days of March 31, 2000.
(16) Includes 85,000 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(17) Includes 44,100 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(18) Includes 12,000 shares of Common Stock subject to options exercisable
within 60 days of March 31, 2000.
(19) Includes 8,400 shares of Common Stock subject to options exercisable within
60 days of March 31, 2000.
3
<PAGE> 7
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board has nominated Ms. Davis and Messrs. Horowitz and Hauptfuhrer to
be reelected as Class I directors, each for a three-year term expiring in 2003.
If elected, each nominee will hold office until his or her term expires and
until his or her successor is elected and qualified. Management knows of no
reason why any of these nominees would be unable or unwilling to serve, but if
any nominee should be unable or unwilling to serve, the proxies will be voted
for the election of such other persons for director as management may recommend
in the place of such nominee. THE BOARD RECOMMENDS VOTING "FOR" THE REELECTION
OF THE THREE NOMINEES LISTED BELOW.
INFORMATION REGARDING NOMINEES
The Restated Certificate of Incorporation of the Company provides for the
Board of Directors to be divided into three classes of directors serving
staggered three-year terms. Each class shall consist, as nearly as may be
practicable, of one-third of the total number of directors constituting the
entire Board of Directors. As a result, approximately one-third of the Board of
Directors is elected each year. The Class I directors are Ms. Davis and Messrs.
Horowitz and Hauptfuhrer; the Class II directors are Messrs. Duncan, Thompson
and Ver Hagen; and the Class III directors are Ms. Neuman and Messrs. Deason and
Evans. Directors hold office until their terms expire and their successors have
been elected and qualified.
The following table sets forth certain information for each nominee, and
for each director of the Company whose term of office continues after the Annual
Meeting:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS AGE
- ---- ----------------------------------------------- ---
<S> <C> <C>
NOMINEES FOR ELECTION AS CLASS I DIRECTORS WHOSE TERMS WILL EXPIRE IN 2003:
Chris A. Davis....................... Ms. Davis has been a director of the Company since 49
October 1997. Ms. Davis has served as the Executive
Vice President and Chief Financial and
Administrative Officer of Gulfstream Aerospace
Corporation since 1993, and as a Vice President of
General Dynamics Corporation since its acquisition
of Gulfstream Aerospace Corporation in July 1999.
Ms. Davis is also a director of Compaq Computer
Corporation.
Dennis J. Horowitz................... Mr. Horowitz has been the President and Chief 53
Executive Officer and a director of the Company since
March 1998. Prior to joining the Company, Mr.
Horowitz served as Corporate Vice President and
President of the Americas of AMP Incorporated
("AMP"), a high technology electric connector and
interconnection systems company, since September
1994. Prior to joining AMP, Mr. Horowitz was
employed for over fourteen years at Philips
Electronics North America Corporation ("Philips"), a
diverse electronics manufacturer, where he served
from October 1993 to August 1994 as President and
Chief Executive Officer of Philips Technologies and
previously served as President and Chief Executive
Officer Philips Magnavox CATV Systems and President
and Chief Executive Officer of Philips Discrete
Products Division. Mr. Horowitz also serves as a
director of Aerovox Incorporated and Superconductor
Technologies, Inc.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS AGE
- ---- ----------------------------------------------- ---
<S> <C> <C>
W. Barnes Hauptfuhrer................ Mr. Hauptfuhrer has been a director of the Company 45
since May 1998. Mr. Hauptfuhrer has served as Co-Head
of Capital Markets for First Union Corporation, a
financial services corporation, since January 2000.
Mr. Hauptfuhrer previously served as Co-Head of
Investment Banking for First Union from January 1999
to December 1999, and prior to that time he served
as a Managing Partner of First Union Capital
Partners, a private equity investment group within
First Union, since 1988.
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 2001:
John L. Duncan....................... Mr. Duncan has been a director of the Company since 66
December 1993. Mr. Duncan retired as President and
Chief Executive Officer of Murray Ohio Manufacturing
Co., a position he held from 1987 to 1994. Mr.
Duncan also serves as a director of Martin
Industries, Inc.
Jan K. Ver Hagen..................... Mr. Ver Hagen has been a director of the Company since 62
January 1996 and the non-executive Chairman of the
Board since May 1998. Mr. Ver Hagen currently serves
as Senior Vice President reporting to the Chairman
of Emerson Electric Co. ("Emerson"), a manufacturer
and marketer of electronic and electrical products.
Prior to joining Emerson, Mr. Ver Hagen was employed
by United Dominion Industries, Limited ("UDI") as
Vice Chairman in 1998, and as President and Chief
Operating Officer from 1994 to 1998. Mr. Ver Hagen
also serves as a director of Plexus Corp.
Charles E. Thompson.................. Mr. Thompson has been a director of the Company since 70
May 1998. Mr. Thompson retired as Senior Vice
President and Director of World Marketing for the
Semiconductor Products Sector of Motorola, Inc., a
communications and semiconductor solutions provider,
in 1995, where he had been employed since 1975. Mr.
Thompson also serves as a director of Chartered
Semiconductor Manufacturing and Tundra
Semiconductor.
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 2002:
James E. Deason...................... Mr. Deason has been a director of the Company since 52
October 1995. Mr. Deason has been the Executive Vice
President, Chief Financial Officer and Secretary of
the Company since September 1994. Prior to joining
the Company, Mr. Deason, a Certified Public
Accountant, was most recently a partner with Ernst &
Young LLP.
Thomas P. Evans...................... Mr. Evans has been a director of the Company since 43
December 1995. Mr. Evans has served as the Senior Vice
President and Chief Operating Officer of Permal
Asset Management ("Permal") since January 1999.
Prior to holding that position, Mr. Evans was the
President, Emerging Markets, of Permal, where he has
been employed since 1994.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS AGE
- ---- ----------------------------------------------- ---
<S> <C> <C>
Gail O. Neuman....................... Ms. Neuman has been a director of the Company since 53
November 1997. Ms. Neuman has served as the Vice
President-Human Resources and General Counsel of
Nissan Motor Manufacturing Corporation U.S.A., a
vehicle manufacturer, since 1981.
</TABLE>
BOARD MEETINGS AND COMMITTEES
Ms. Neuman and Messrs. Hauptfuhrer and Evans currently serve as members of
the Compensation Committee of the Board of Directors (the "Compensation
Committee"). The responsibilities of the Compensation Committee are described
under "Compensation Committee Report on Executive Compensation." The
Compensation Committee held four meetings during 1999.
Ms. Davis and Messrs. Thompson and Duncan currently serve as members of the
Company's Audit Committee. The Audit Committee (which reviews and approves (i)
the scope of the audit performed by the Company's independent auditors and (ii)
the Company's accounting principles and internal accounting controls) held three
meetings during 1999.
Messrs. Horowitz, Deason and Ver Hagen currently serve on the Company's
Executive Committee. The purpose of the Executive Committee is to act in the
place and stead of the Board, to the extent permitted by law and within certain
limits set by the Board, on matters that require Board action between meetings
of the Board of Directors. The Executive Committee held one meeting during 1999.
Messrs. Ver Hagen and Evans currently serve on the Company's Nominating
Committee, which has the principal purpose of selecting, or recommending to the
Board of Directors the selection of, nominees for election as Directors of the
Company and determining whether to nominate incumbent Directors for reelection.
The Nominating Committee, which held no formal meetings during 1999, does not
have any procedures established for the consideration of nominees recommended by
stockholders.
During 1999, the Board of Directors held meetings or acted by written
consent nine times. Each incumbent director attended at least 75% of the
aggregate number of meetings of the Board of Directors and the Committees of
which they were a member during the last year.
BOARD COMPENSATION
The Company's 1993 Stock Option Plan for Outside Directors (the "Plan")
provides for the granting of non-qualified stock options to independent
directors of the Company. The Company has reserved a total of 185,000 shares of
Common Stock for issuance pursuant to the Plan. The Plan is currently
administered by the Administration Committee, which is composed of all members
of the Board who are not outside directors. Under the Plan, each outside
director initially receives a non-qualified option to purchase 5,000 shares of
Common Stock on the date upon which such person first becomes a director. In
addition, each outside director is automatically granted a non-qualified option
to purchase 1,000 shares of Common Stock on the anniversary of such director's
election to the Board. Moreover, the Administration Committee may grant
additional options at their discretion and in lieu of other compensation
otherwise payable to the outside directors.
Options granted under the Plan have a term of 10 years unless terminated
sooner upon termination of the optionee's status as a director or otherwise
pursuant to the Plan. Such options are not transferable by the optionee other
than by will or the laws of descent or distribution, and each option is
exercisable during the lifetime of the director only by such director. The
exercise price of each option under the Plan is equal to the fair market value
of the Common Stock on the date of grant. Initial options granted under the Plan
vest at the rate of 33 1/3% per year and subsequent options vest immediately.
Unless sooner terminated, the Plan will terminate in 2003.
6
<PAGE> 10
Employee directors do not receive additional compensation for serving on
the Board of Directors. In the past, the non-employee directors have received a
quarterly cash retainer of $5,000 for service on the Board. Effective January 1,
2000, the non-employee directors began receiving an annual stock option grant in
lieu of the quarterly cash retainers. This change further aligns the Board of
Directors' interests with the stockholders and ties the Board of Directors'
financial rewards for serving on the Board to those of the stockholders.
The stock option grants in lieu of retainers are made in accordance with
the Plan and are made at fair market value on the date of the grant, vesting
immediately and expiring after ten years. The value assigned to the grant in
2000 was based upon a modified Black-Scholes model and equated to $25,000. The
grants resulted in each non-employee director receiving 5,400 stock options on
January 20, 2000, except for the Chairman of the Board, who received twice that
amount. The non-employee directors continue to receive $1,000 for each and every
Board or committee meeting they attend, and $1,000 for each Board or committee
meeting such director respectively chairs, except for the Chairman of the Board
who receives $2,000 for attendance at each Board meeting. In addition, Mr.
Duncan, who serves as lead director, receives an additional $1,000 per Board
meeting attended for serving in that capacity.
In addition to the standard plan outlined above, Mr. Ver Hagen was paid an
additional $8,000 in 1999 for consulting services provided to the Company beyond
his regular duties as a director and Chairman of the Board.
7
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to or accrued on
behalf of the Chief Executive Officer of the Company during 1999 and the other
persons who were serving as executive officers of the Company at December 31,
1999 and whose total annual salary and bonus exceeded $100,000 for that year
(collectively, the "Named Executive Officers") for services rendered in the
years ended December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE AWARDS
ANNUAL COMPENSATION -----------------------------
------------------------------------ RESTRICTED COMMON STOCK
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) OPTIONS (SHARES) COMPENSATION(3)
- ------------------ ---- -------- ------- --------------- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis J. Horowitz....... 1999 $527,347 $42,300 $ 77,074 $ -- 60,000 $ 44,677
President and Chief 1998 373,880 50,000 146,930 306,563 125,000 490
Executive Officer 1997(4) -- -- -- -- -- --
James E. Deason.......... 1999 238,248 -- 11,431 -- 21,000 20,556
Executive Vice
President, 1998 218,994 20,000 8,550 41,795 17,000 6,341
Chief Financial Officer 1997 205,839 65,000 7,500 -- 17,000 4,203
and Secretary
Keith I. Weil............ 1999 201,137 8,100 157,953 -- 15,000 12,397
Senior Vice President, 1998 16,667 -- 14,370 -- 15,000 182,492
Tube Products 1997(4) -- -- -- -- -- --
Johann R. Manning, Jr.... 1999 171,264 8,600 18,295 -- 18,000 10,406
Vice President, Human 1998 88,443 10,000 50,764 27,877 6,000 2,415
Resources and General 1997(4) -- -- -- -- -- --
Counsel
</TABLE>
- ---------------
(1) These amounts include reimbursement for relocation and tax-related expenses
thereto ($62,000 in 1999 and $139,718 in 1998 for Mr. Horowitz; $148,565 in
1999 and $13,695 in 1998 for Mr. Weil; and $7,211 in 1999 and $45,239 in
1998 for Mr. Manning).
(2) Amount of restricted stock awards based on market value on date of grant.
Fifty percent of the shares vest on each of the first and second
anniversaries of the date of grant. In the event that any dividends are paid
with respect to the Common Stock in the future, dividends will be paid on
the restricted stock at the same rate. As of December 31, 1999, the number
of shares of restricted stock held by Messrs. Horowitz, Deason and Manning
was 15,000, 2,045 and 1,364, respectively, and the value of those shares as
of December 31, 1999 was $211,875, $28,886, and $19,266, respectively.
(3) The 1999 amounts include 401(k) matching contributions made by the Company
for Messrs. Horowitz, Deason, Weil and Manning of $6,100, $6,632, $6,102 and
$5,822, respectively, and the present value costs of the Company's portion
of 1999 premiums for split-dollar life insurance above the term coverage
level provided generally to salaried employees for Messrs. Horowitz, Deason,
Weil, and Manning of $38,577, $13,924, $6,295 and $4,584, respectively.
Additionally, the 1998 amount for Mr. Weil includes a tax-adjusted incentive
payment to accept employment with the Company, which would have been
repayable to the Company by Mr. Weil if he left the Company within a
specified time frame.
(4) The Executive was not employed by the Company during 1997.
8
<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the stock option grants
made to any of the Named Executive Officers during the fiscal year ended
December 31, 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF
SHARES PERCENT OF
OF COMMON TOTAL
STOCK OPTIONS EXERCISE
UNDERLYING GRANTED PRICE
OPTIONS TO EMPLOYEES PER EXPIRATION
NAME GRANTED(1) IN 1999 SHARE DATE
- ---- --------------- --------------- --------- ----------
<S> <C> <C> <C> <C>
Dennis J. Horowitz....... 60,000 14.93% $22.25 01/21/2009
James E. Deason.......... 21,000 5.22 22.25 01/21/2009
Keith I. Weil............ 15,000 3.73 22.25 01/21/2009
Johann R. Manning, Jr.... 18,000 4.48 22.25 01/21/2009
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM
----------------------------------------------
5% 10%
--------------------- ----------------------
PRICE PRICE
PER AGGREGATE PER AGGREGATE
NAME SHARE VALUE SHARE VALUE
- ---- --------- --------- --------- ----------
<S> <C> <C> <C> <C>
Dennis J. Horowitz....... $36.24 $839,574 $57.71 $2,127,646
James E. Deason.......... 36.24 293,851 57.71 744,676
Keith I. Weil............ 36.24 209,894 57.71 531,912
Johann R. Manning, Jr.... 36.24 251,872 57.71 638,294
</TABLE>
- ---------------
(1) For Messrs. Horowitz, Deason, Weil and Manning, options vest in three equal
installments beginning on January 21, 2001. In the event of a change in
control, all options would vest and become immediately exercisable.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
TABLE
The following table sets forth information with respect to the aggregate
number of unexercised options to purchase Common Stock granted in all years to
any of the Named Executive Officers and held by them as of December 31, 1999.
There were no stock options exercised during the year ended December 31, 1999
and no unexercised in-the-money options (i.e., options that had a positive
spread between the exercise price and the fair market value of the Common Stock)
as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF VALUE OF
COMMON STOCK UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT DECEMBER 31,
SHARES DECEMBER 31, 1999 1999
ACQUIRED ON VALUE ----------------- -----------------
NAME EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
- ---- ------------- ---------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Dennis J. Horowitz......................... -- -- 45,000 140,000 -- --
James E. Deason............................ -- -- 26,400 51,100 -- --
Keith I. Weil.............................. -- -- 7,000 23,000 -- --
Johann R. Manning, Jr...................... -- -- 1,200 22,800 -- --
</TABLE>
LONG-TERM INCENTIVE PLAN -- AWARDS IN THE LAST FISCAL YEAR
Effective January 1, 1999, the Company adopted the Long-Term Incentive Plan
("LTIP") for select key executives, including the Named Executive Officers.
Under the LTIP, the executives are granted a set number of restricted shares
within the first quarter of the three (3) year cycle. Thereafter, the three (3)
year average Return on Total Capital for the Company, based upon set targets,
determines whether the shares fail to vest, partial vest or vest completely. The
vesting, if any, shall occur as soon as practical after the close of the final
year of the cycle. For a more detailed description of the LTIP, see the section
"Compensation Committee Report on Executive Compensation," contained in this
Proxy Statement.
9
<PAGE> 13
The following table provides information regarding awards made in 1999 to
the Named Executive Officers pursuant to the Company's Long-Term Incentive Plan.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
NUMBER OF PERFORMANCE OR OTHER UNDER NON-STOCK PRICE-BASED PLANS
SHARES, UNITS OR PERIOD UNTIL -------------------------------------
NAME OTHER RIGHTS(#) MATURATION OR PAYOUT THRESHOLD(#) TARGET(#) MAXIMUM(#)
- ---- ---------------- -------------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Dennis J. Horowitz.......... 10,500 1999 - 2001 8,925 10,500 10,500
James E. Deason............. 4,130 1999 - 2001 3,510 4,130 4,130
Keith I. Weil............... 3,500 1999 - 2001 2,975 3,500 3,500
Johann R. Manning, Jr....... 2,565 1999 - 2001 2,180 2,565 2,565
</TABLE>
PLANS AND ARRANGEMENTS
RETIREMENT PLANS. Executive employees of the Company are eligible to
participate in the Wolverine Tube, Inc. Retirement Plan (the "Retirement Plan").
This funded noncontributory defined benefit plan provides an annuity benefit,
upon retirement at normal retirement age of 65, of (i) 1.5% of average monthly
compensation, averaged over the 60 month period that produces the highest
average during the last 120 months, times (ii) years of service to the Company,
minus (iii) an adjustment for Social Security benefits as described in the
Retirement Plan. Upon early retirement prior to age 60, a reduction will be made
to the foregoing benefit equal to 4% for each year by which such retirement
precedes age 60, ending at age 55, the minimum age to receive pension benefits.
A minimum of five years of service is needed for eligibility for an early
retirement benefit. There is a minimum benefit of 1.25% of average monthly base
compensation multiplied by years of service with the Company, however, no
Company executive is expected to receive a benefit under this formula.
The covered compensation of participants used to calculate the retirement
benefits described above consists of base pay, overtime, commissions,
non-incentive bonus payments and year-end bonuses or incentive compensation not
in excess of one-half of base pay.
The Company has a Supplemental Executive Retirement Plan (the "Executive
Plan"). This defined benefit pension plan is nonfunded and provides benefits to
certain eligible executives of the Company. The benefits provided under the
Executive Plan are identical to the benefits provided by the Retirement Plan,
except that under the Retirement Plan final average annual compensation for
purposes of determining plan benefits is capped at $160,000 pursuant to certain
Internal Revenue Service limits. Benefits under the Executive Plan are not
subject to this limitation. However, Executive Plan benefits are offset by any
benefits payable from the Retirement Plan.
In 1999, an individual Supplemental Executive Retirement Plan (the
"Individual Plan") was established for Mr. Horowitz. The Individual Plan
provides that if Mr. Horowitz remains with the Company until March 31, 2004,
which will constitute six (6) years of service with the Company, he shall be
deemed vested with an additional six (6) years of service and thereafter shall
be credited two (2) years for every one (1) year of service. Additionally, the
Individual Plan provides that if prior to August 15, 2004, the date Mr. Horowitz
attains age 58, either (1) the Company experiences a change in control or (2)
Mr. Horowitz is terminated without cause, Mr. Horowitz will be deemed to have
reached age 58 as of the date of such change in control or termination without
cause and all benefits under the Individual Plan shall be calculated as if Mr.
Horowitz met the eligibility requirements for early retirement and was fully
vested in the benefits payable as of such date. In such case, in determining
final average compensation, upon which benefits are based, it will be assumed
that Mr. Horowitz continued to receive compensation at his then current level
through August 15, 2004.
10
<PAGE> 14
The following table shows the estimated approximate annual benefits payable
upon normal retirement at age 65 in 2000 under both the Retirement Plan and
Executive Plan for persons in specified remuneration and years of service
classifications.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AGE 65 ANNUAL RETIREMENT BENEFITS FOR VARIOUS SERVICE PERIODS
---------------------------------------------------------------
FINAL AVERAGE SALARY 10 15 20 25 30 35
- -------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
125,000.................................. 17,206 25,808 34,411 43,014 51,617 60,992
150,000.................................. 20,956 31,433 41,911 52,389 62,867 74,117
175,000.................................. 24,706 37,058 49,411 61,764 74,117 87,242
200,000.................................. 28,456 42,683 56,911 71,139 85,367 100,367
250,000.................................. 35,956 53,933 71,911 89,889 107,867 126,617
300,000.................................. 43,456 65,183 86,911 108,639 130,367 152,867
350,000.................................. 50,956 76,433 101,911 127,389 152,867 179,117
400,000.................................. 58,456 87,683 116,911 146,139 175,367 205,367
450,000.................................. 65,956 98,933 131,911 164,889 197,867 231,617
500,000.................................. 73,456 110,183 146,911 183,639 220,367 257,867
550,000.................................. 80,956 121,433 161,911 202,389 242,867 284,117
600,000.................................. 88,456 132,683 176,911 221,139 265,367 310,367
650,000.................................. 95,956 143,933 191,911 239,889 287,867 336,617
700,000.................................. 103,456 155,183 206,911 258,639 310,367 362,867
</TABLE>
As of December 31, 1999, Mr. Horowitz had 2 years of credited service in
the Retirement Plan, Mr. Deason had 5 years, Mr. Weil had 1 year and Mr. Manning
had 2 years. Mr. Horowitz, Mr. Deason, Mr. Weil and Mr. Manning had compensation
of $569,647, $238,248, $209,237 and $179,864, respectively, for purposes of the
above table, as of December 31, 1999.
SEVERANCE PAY PLAN. The Company's Severance Pay Plan (the "Severance
Plan") provides benefits to all eligible salaried employees who have at least
one year of service and who are terminated for reasons other than for cause.
Severance benefits include payment of all accrued vacation and two weeks pay at
the employee's current base salary plus one week's pay for each full year of
continuous service, not to exceed 26 weeks. Acceptance of severance benefits
requires the execution of a general release of all claims against the Company,
except claims in accordance with the provisions of applicable benefit plans.
CHANGE OF CONTROL, SEVERANCE AND NON-COMPETITION AGREEMENTS. The Company
has entered into Change of Control, Severance and Non-Competition Agreements
("Severance Agreements") with each of the Named Executive Officers. The
Severance Agreements generally provide that (i) certain payments will be made by
the Company to the Named Executive Officer if his employment is terminated or he
resigns in certain circumstances, (ii) during the term of employment and for a
period of three years following termination of employment with the Company, the
Named Executive Officer will not disclose or improperly use confidential
information relating to the Company, (iii) for a period of two years following
termination of employment with the Company, the Named Executive Officer will not
solicit business from the Company's customers, and (iv) during the term of
employment and for a specified period of years following termination of
employment with the Company, the Named Executive Officer will not compete with
the Company in the United States.
The Severance Agreement with Mr. Horowitz provides that if he is terminated
for cause or resigns, other than for certain enumerated reasons, he is entitled
to receive only the severance benefits, if any, provided by the Company's
standard procedure and practice, and payment of his salary through the date of
termination or resignation. If Mr. Horowitz is terminated without cause or
resigns for one of the enumerated reasons, he is entitled to three years'
salary, plus payment for any unused vacation time for the year of termination or
resignation (all payable either in a lump sum or in periodic payments over three
years) plus continuation of his medical and life insurance benefits until the
earlier of the expiration of 18 months or the date on which the
11
<PAGE> 15
executive is covered under any other medical plan. In the event that Mr.
Horowitz is terminated without cause or resigns for any reason within two years
of a change in control (as defined in the Severance Agreement), he would be
entitled to an additional amount equal to forty percent of his base salary for
each year that continuing payments are made to him pursuant to the Severance
Agreement, except that, in the event the termination or resignation occurs after
the first six months of the Company's fiscal year, then he would be entitled to
receive the greater of the actual amount of the annual bonus to which he would
be actually entitled to be paid pursuant to the Company's annual bonus plan for
the year in which the termination occurred or forty percent of his base salary
for that year. In those circumstances following a change in control, Mr.
Horowitz would also be entitled to reimbursement for outplacement services
utilized by him for up to one year following his termination or resignation. Mr.
Horowitz's Severance Agreement provides that he may not compete with the Company
in the United States for a period of three years from termination of employment.
The Severance Agreements provide that payments made under any change of
control provision of a Company compensation or benefit plan which are subject to
an "excess parachute payment" tax will be increased so that the individual will
receive a net payment equal to that which would have been received if such tax
did not apply. Certain of the Company's benefit plans also contain
"change-in-control" provisions.
The Severance Agreements with each of Messrs. Deason, Weil and Manning
provide that if such officer is terminated for cause or he resigns other than
for certain enumerated reasons, he is entitled to only the severance benefits,
if any, provided by the Company's standard procedure and practice and payment of
his salary through the date of his termination or resignation. The Severance
Agreements with Messrs. Weil and Manning provide that if such officer is
terminated without cause or resigns for one of the enumerated reasons, or
resigns for any reason within two years following a change in control (as
defined in the Severance Agreement), he is entitled to two years' salary plus
payment for any unused vacation time for that year (payable either in a lump sum
or in periodic payments over two years) plus continuation of such officer's
medical and life insurance benefits until the earlier of the expiration of 18
months or the date on which the executive is covered under any other medical
plan. The Severance Agreement with Mr. Deason provides that (i) if he is
terminated without cause or resigns for any reason within two years following a
change in control, he is entitled to three years' salary or (ii) if such
termination or resignation for any of the enumerated reasons occurs in any other
circumstances, he is entitled to two years' salary plus, in either case, payment
for any unused vacation time for that year (payable either in a lump sum or in
periodic payments over two or three years, as applicable) plus continuation of
his medical and life insurance benefits until the earlier of the expiration of
18 months or the date on which the executive is covered under any other medical
plan. The Severance Agreements with each of Messrs. Deason, Weil and Manning
also provide that, in the event such officer is terminated without cause or
resigns for any reason within two years of a change in control, he would be
entitled to an additional amount equal to thirty percent of his base salary for
each year that continuing payments are made pursuant to the Severance Agreement,
except that, in the event the termination or resignation occurs after the first
six months of the Company's fiscal year, then he would be entitled to receive
the greater of the actual amount of the annual bonus to which he would be
actually entitled to be paid pursuant to the Company's annual bonus plan for the
year in which the termination occurred or thirty percent of his base salary for
that year. In those circumstances following a change in control, each officer
would also be entitled to reimbursement for outplacement services utilized by
him for up to one year following termination or resignation. The agreements
provide that payments made under any change of control provision of a Company
compensation or benefit plan which are subject to an "excess parachute payment"
tax will be increased so that the individual will receive a net payment equal to
that which would have been received if such tax did not apply. Certain of the
Company's benefit plans also contain "change-in-control" provisions. The
Severance Agreements for each of Messrs. Deason, Weil and Manning provide that
such officer may not compete with the Company in the United States for a period
of two years from termination of employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Ms. Neuman
and Messrs. Hauptfuhrer and Evans serve on the Compensation Committee. No
members of the Company's Compensation Committee have any relationships which are
reportable under this section.
12
<PAGE> 16
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW. The Compensation Committee is responsible for the general
compensation policies of the Company, and in particular is responsible for
setting and administering the policies that govern compensation of the Company's
executive officers. The Compensation Committee, which is comprised of three non-
employee directors, evaluates the performance of management and determines the
compensation levels for all executive officers.
To assist in determining compensation policies, the Compensation Committee
from time to time retains management and compensation consulting firms to
evaluate the Company's various compensation programs. Additional information on
compensation has been derived in the course of recruiting senior executives for
the Company.
The objective of the Compensation Committee is to establish policies and
programs to attract, retain and motivate key executives, and to reward
performance by those executives that benefits the stockholders. The primary
elements of executive and senior officer compensation are base salary, annual
cash bonus awards, long-term incentive compensation awards, and stock option and
restricted stock awards. Base salary is based on factors such as the individual
executive or senior officer's level of responsibility and comparison to similar
positions in the Company and in comparable companies. Annual cash bonus awards
are generally based on the Company's performance measured against the attainment
of financial and other objectives established annually by the Board of
Directors, and on achieving individual performance objectives. Long-term
incentive awards, which are paid in the form of restricted stock and stock
option awards, are intended to align the executive or senior officer's interests
with those of the stockholders in promoting the long-term growth of the Company,
and are determined based on the executive or senior officer's salary, level of
responsibility, number of awards previously granted, competitive benchmarks
established in comparisons to similarly situated companies, and contributions
toward achieving the objectives of the Company. Further information on each of
these compensation elements is set forth below.
SALARIES. Base salaries for executive and certain senior officers (other
than the Chief Executive Officer (the "CEO")) are adjusted annually, following a
review by the CEO. In the course of the review, performance of the individual
with respect to specific objectives is evaluated, as are any increases in
responsibility, and salaries for similar positions and levels of responsibility
within the Company and in comparable companies. The specific objectives for each
executive or designated senior officer (other than the CEO) are set by the CEO,
and will vary for each executive position and for each year. Since this is a
base salary review, performance of the Company is not weighed heavily in the
result. When all reviews are completed, the CEO makes a recommendation to the
Compensation Committee for its review and final approval.
With respect to the CEO, the Compensation Committee and the Chairman of the
Board review and establish a base salary, which is influenced primarily by the
Compensation Committee's and Chairman of the Board's assessment of the CEO's
performance and the Compensation Committee's and the Chairman of the Board's
expectations as to his future contributions. Competitive compensation data is
also a major factor in establishing the CEO's salary, but no precise formula is
applied in considering this data.
BONUSES. The Compensation Committee believes that the executive officers
should be entitled to receive cash bonus awards based upon both individual
achievement as well as the financial performance of the Company. Pursuant to the
Company's annual management bonus plans, annual cash bonus objectives are more
heavily dependent on the financial performance of the Company, and less so on
individual performance. The Board of Directors of the Company reviews the
business plan, capital expenditure plans and other factors developed by
management and then approves the objectives for the year and sets a target
amount of earnings. The Compensation Committee then incorporates this target
into the bonus plans as a threshold below which no cash bonus would be paid,
except for that portion tied to individual performance. Performance factors are
considered, such as attainment of objectives in financial performance, product
development, market share, representation of the Company at analyst and investor
meetings, development of management personnel, individual objectives and other
considerations.
13
<PAGE> 17
In measuring those objectives with respect to the CEO, the Compensation
Committee assessed such factors as executive management skills, investor
relations, leadership, company performance in the context of market conditions,
and strategic planning and development.
LONG-TERM INCENTIVE PLANS, STOCK OPTIONS AND RESTRICTED STOCK
AWARDS. Long-term incentive plans have been established by the Compensation
Committee in consultation with senior management and with compensation
consultants and the CEO. Selected senior executives designated by the CEO, and
approved by the Compensation Committee, are eligible for awards under the plan
based upon the Company's return on total capital measured over a three-year
period. Performance objectives for all participants (including the CEO) under
the long-term incentive plans are based upon an incremental scale depending upon
achieving the specified target return rate. Payments under the plan may be in
cash, restricted stock or a combination of cash and restricted stock at the
discretion of the Compensation Committee.
Stock options and restricted stock awards are an integral part of each
executive or senior officer's compensation and are intended to provide an
incentive to continue as employees of the Company over the long term, and to
align the interests of the executive or senior officer with those of the
stockholders by providing a stake in the Company. All equity based awards for
management are generally granted pursuant to the Company's 1993 Equity Incentive
Plan (the "Equity Plan"). Grants of stock options to participants generally are
made at fair market value on the date of the grant, vest over a period of three
years, and expire after ten years; restricted stock awards, granted other than
under the Long-Term Incentive Plan, vest over a two year period of time. In
making grants of equity awards, the Compensation Committee takes into account
the total number of shares available for grant under the plan, prior grants
outstanding, and estimated requirements for future grants. Individual awards
take into account the executive or senior officer's contributions to the
Company, scope of responsibilities, strategic and operational goals, salary and
number of unvested options and other equity awards.
In determining equity based awards for the CEO, the Compensation Committee
weighed all of the above factors. However, in recognition of the CEO's critical
role in developing strategies for the long-term benefit of the Company, awards
may be granted that are greater than may be indicated by comparisons of relative
salary amounts. Stock options and restricted stock are an important element in
attracting and retaining capable executives at all levels, and this is
particularly so in the case of the CEO.
SUMMARY. The Company's 1999 earnings fell short of the target set by the
Board of Directors, which governs a substantial portion of the awards under the
management bonus plan. Therefore, the only cash payout under the plan came from
the portion of the plan relating to specific individual objectives for the
executive. These cash payouts are reflected in the Summary Compensation Table.
Additionally, the Compensation Committee made restricted stock awards in January
of 2000 to certain executive and senior officers (including the CEO) based upon
the desire to further align stockholder and executive interests, to continue to
motivate key executives and to provide a longer term incentive for executives to
continue as employees of the Company. Based on available information, the
Compensation Committee believes that the Company's level of base salaries is
competitive, and that the Company's bonus programs will cause bonus levels to be
competitive as well. The Committee continually reviews the Company's
compensation programs to ensure that the overall package is competitive,
balanced, and that proper incentives and rewards are provided.(1)
Compensation Committee
Gail O. Neuman
Thomas P. Evans
W. Barnes Hauptfuhrer
- ---------------
1 Due to the historical compensation levels of the Company's executive officers,
the Compensation Committee has not yet formulated a policy on qualifying
executive officer compensation for tax deductibility under Section 162(m) of
the Code. The Compensation Committee will continue to monitor this issue with
a view towards maximizing compliance with Section 162(m) while maintaining the
flexibility to provide competitive compensation even if a portion of such
compensation was rendered nondeductible by reason of Section 162(m).
14
<PAGE> 18
COMPANY STOCK PRICE PERFORMANCE
Set forth below is a line graph comparing the five-year cumulative total
stockholder return on the Common Stock since December 31, 1994, with the
cumulative total stockholder return of the S&P Industrials Index, the NYSE
Composite Index and the Russell 2000 Index, assuming reinvestment of any
dividends.
<TABLE>
<CAPTION>
WOLVERINE TUBE, INC. S&P INDUSTRIALS NYSE COMPOSITE RUSSELL 2000
-------------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
12/31/94 100 100 100 100
12/31/95 158 135 131 126
12/31/96 148 166 156 145
12/31/97 131 217 204 175
12/31/98 88 290 237 169
12/31/99 59 365 259 202
</TABLE>
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than ten percent of the Common Stock are
subject to the reporting requirements of Section 16(a) of the Exchange Act,
which require them to file reports with respect to their ownership of the
Company's securities on Form 3 and transactions in the Company's securities on
Forms 4 or 5. Based solely on its review of the copies of such forms received by
it and written representations from the Company's executive officers and
directors, the Company believes that, for the fiscal year ended December 31,
1999, the Section 16(a) filing requirements were complied with by all incumbent
executive officers, directors and director nominees during the year.
15
<PAGE> 19
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the independent
auditors for the Company for the fiscal year ending December 31, 2000, and
recommends that the stockholders vote for ratification of such appointment.
Ernst & Young LLP has audited the Company's financial statements since 1989.
Notwithstanding the selection, the Board, in its discretion, may direct the
appointment of a new independent auditors at any time during the year if the
Board feels that such a change would be in the best interests of the Company and
its stockholders. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting with the opportunity to make a statement if he or
she so desires and be available to respond to appropriate questions. THE BOARD
RECOMMENDS VOTING "FOR" THIS PROPOSAL.
OTHER BUSINESS
The Company knows of no other matters to be submitted at the Annual
Meeting. If any other matters are properly brought before the meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares they
represent in accordance with their judgment.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
In order for a stockholder proposal to be considered for inclusion in the
proxy statement for the Company's 2001 Annual Meeting of Stockholders, such
proposal must be received by the Company at its principal executive office no
later than December 22, 2000. In accordance with the rules of the SEC and the
Company's Bylaws, the Company may exclude from consideration at the meeting any
proposals that are not timely. To be timely, a proposal must be received by the
Company no later than 60 days prior to the annual meeting. However, if the
Company does not publicly announce the date of the annual meeting at least 75
days before such meeting, a stockholder has 10 days from the date of that public
announcement to deliver any proposal to the Company.
By Order of the Board of Directors
/s/ Jan K. Ver Hagen
Jan K. Ver Hagen
Chairman
April 17, 2000
16
<PAGE> 20
WOLVERINE TUBE, INC.
1525 PERIMETER PARKWAY, SUITE 210, HUNTSVILLE, ALABAMA 35806
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
stockholder of Wolverine Tube, Inc. ("Wolverine") hereby appoints Dennis
Horowitz and James E. Deason, and each of them individually, with full power of
substitution, as Proxies of the undersigned, and hereby authorizes them to
represent and to vote and act for the undersigned, at the Annual Meeting of
Stockholders of Wolverine to be held on Wednesday, May 24, 2000 at 8:30 a.m.,
local time, at The Benjamin Hotel, 125 East 50(th) Street, New York, New York
10022, and at any adjournment or postponement thereof, according to the number
of votes which the undersigned is now, or may then be, entitled to cast. This
proxy revokes all prior proxies given by the undersigned with respect to the
matters covered hereby. The undersigned acknowledges receipt of the Proxy
Statement, dated April 17, 2000, and the related Notice of Annual Meeting of
Stockholders. The Board of Directors recommends that you vote FOR the following
proposals.
1. Election of Directors:
Nominees: Chris A. Davis, Dennis J. Horowitz and W. Barnes Hauptfuhrer
[ ] VOTE FOR all nominees listed, [ ] VOTE WITHHELD for all
except as marked to the contrary above nominees
INSTRUCTION: TO WITHHOLD YOUR VOTES FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE.
2. Ratify the appointment of Ernst & Young LLP as the independent auditors of
Wolverine for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, to act upon such other business as may properly come
before the meeting or any adjournment or postponement thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
(CONTINUED FROM THE OTHER SIDE)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND PROPOSAL 2 SET FORTH ON THE
REVERSE SIDE HEREOF AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Dated: , 2000
-----------------
------------------------------
Signature
------------------------------
Signature
Please sign exactly as name(s)
appear(s) herein. When shares
are held by joint tenants,
both should sign. When signing
as attorney-in-fact, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
corporate officer. If a
partnership, please sign the
partnership name by authorized
person(s).
PLEASE MARK, DATE AND SIGN YOUR NAME AS IT APPEARS ON THIS CARD AND RETURN IN
THE ENCLOSED ENVELOPE.
