<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AAON, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AAON, INC.
NOTICE OF
ANNUAL MEETING
MAY 14, 1996
AND
PROXY STATEMENT
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1996
Notice is hereby given that the Annual Meeting of Stockholders of AAON,
Inc. (the "Company"), will be held at 2425 South Yukon, Tulsa, Oklahoma, on
Tuesday, May 14, 1996, at 10:00 A.M. (Local Time), for the following purposes:
1. To elect seven directors of the Company for the ensuing year; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
We hope that you will be able to attend this meeting, but if you do not
plan to do so, please date, sign and return the enclosed Proxy as promptly as
possible.
By Order of the Board of Directors
/s/ John B. Johnson, Jr.
John B. Johnson, Jr.
Secretary
April 8, 1996
<PAGE>
AAON, INC.
2425 South Yukon
Tulsa, Oklahoma 74107
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of AAON, Inc., for proxies to be used at the Annual Meeting
of Stockholders of the Company to be held on May 14, 1996, at the time and place
set forth in the Notice of Annual Meeting accompanying this Proxy Statement.
The enclosed Proxy may be revoked at any time prior to the voting thereof,
either by giving notice to the Secretary of the Company or by personal
attendance at the meeting. All shares represented by valid proxies received in
advance of the meeting will be voted, unless the proxy is revoked prior to
exercise.
Pursuant to provisions of the Bylaws of the Company and action of its Board
of Directors, the close of business on March 18, 1996, has been established as
the time and record date for determining the stockholders entitled to notice of
and to vote at this annual meeting. The stock transfer books will not be
closed.
This Proxy Statement, Notice of Annual Meeting and accompanying Proxy, as
well as the Company's 1995 Annual Report, will be first mailed to stockholders
approximately April 8, 1996.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 8, 1996 (the record date), the Company had issued a total of
6,133,449 shares of $.004 par value Common Stock, its only class of stock
outstanding. Each share is entitled to one vote on all matters submitted to a
vote by stockholders.
The following table sets forth, as of March 8, 1996, the aggregate number
of shares of Common Stock of the Company owned of record or beneficially by the
only person who owned of record, or is known by the Company to own beneficially,
more than 5% of the Company's Common Stock [who is also a director and Executive
Officer (as next defined)], each officer whose 1995 salary and bonus exceeded
$100,000 ("Executive Officers"), and the name and shareholdings of each other
director and such officers and all directors as a group:
<TABLE>
<CAPTION>
Name and address of the 5% Percent
shareholder and each Executive Officer Number of shares of
and names of other directors owned (1) class
-------------------------------------- --------------------- -------
<S> <C> <C>
Norman H. Asbjornson (2) 1,191,209 (4)(5) 19.5
2425 South Yukon
Tulsa, Oklahoma 74107
Robert G. Fergus (3) 113,058 (6) 1.9
2425 South Yukon
Tulsa, Oklahoma 74107
William A. Bowen 153,579 (4)(7) 2.5
John B. Johnson, Jr. 51,700 (4)(8) (12)
Richard E. Minshall 100,935 (4)(9) 1.7
Anthony Pantaleoni 197,869 (4)(10) 3.2
Charles C. Stephenson, Jr. 206,388 3.4
Joseph M. Klein 0
Executive Officers and all directors
as a group (8 persons) 2,014,738 (6)(11) 33.0
</TABLE>
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(1) All shares are held beneficially and of record and the owner has sole
voting and investment power with respect thereto, except as otherwise
noted.
(2) Mr. Asbjornson, the only owner of more than 5% of the Company's Common
Stock, is also a director and Executive Officer.
(3) Mr. Fergus is an Executive Officer of the Company.
(4) Includes 22,000 shares held under presently exercisable stock options.
(5) Includes 4,917 shares held by Mr. Asbjornson's IRA account and 755 shares
under the Company's 401(k) plan.
(6) Includes 16,500 shares held under a presently exercisable stock option and
528 shares under the Company's 401(k) plan.
(7) Includes 8,525 shares held by Mr. Bowen's IRA account and 230 shares under
the Company's 401(k) plan.
2
<PAGE>
(8) Includes 9,900 shares held for the account of Mr. Johnson under a broker-
administered retirement plan.
(9) Includes 60,275 shares held of record by Capital Advisors, Inc., of which
Mr. Minshall is the President and majority shareholder.
(10) Includes a total of 40,136 shares held by two trusts for the benefit of
children of Mr. Pantaleoni, of which his wife is the trustee.
(11) Includes 110,000 shares held under presently exercisable stock options by
five directors.
(12) Less than 1%.
DIRECTORS AND EXECUTIVE OFFICERS
The number of directors has been set at seven and the nominees to serve
during 1996-1997, all being current directors, are:
<TABLE>
<CAPTION>
Name Age Position with Company Director Since
- ----------------------------- --- ---------------------- --------------
<S> <C> <C> <C>
Norman H. Asbjornson 60 President, Treasurer June 1989
and Director
William A. Bowen 66 Vice President-Finance June 1989
and Director
John B. Johnson, Jr. 62 Secretary and Director June 1989
Richard E. Minshall 57 Director June 1989
Anthony Pantaleoni 56 Director June 1989
Joseph M. Klein 64 Director February 1996
Charles C. Stephenson, Jr. 59 Director February 1996
</TABLE>
Mr. Asbjornson has been the President and Treasurer of: the Company since
June 16, 1989; AAON-Oklahoma since September 12, 1988; and CP/AAON since
December 17, 1991.
Mr. Bowen has been engaged in financial consulting, in Tulsa, Oklahoma, for
more than the past five years. He became Vice President-Finance of the Company
and AAON-Oklahoma on July 27, 1989, and of CP/AAON on December 17, 1991.
Mr. Johnson has been engaged in the private practice of law in Tulsa,
Oklahoma, since 1961, and is a member of the firm of Johnson, Allen, Jones &
Dornblaser, which serves as General Counsel to the Company. Mr. Johnson has
been the Secretary of: the Company since June 16, 1989; AAON-Oklahoma since
September 12, 1988; and CP/AAON since December 17, 1991.
Mr. Minshall has been the President (chief executive officer) of Capital
Advisors, Inc., of Tulsa, Oklahoma, since 1978. He is a director of Westwood
Corporation and American Gilsonite Company, which companies have securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended.
Mr. Pantaleoni or his professional corporation has been a partner of
Fulbright & Jaworski L.L.P. or predecessor firm in New York, New York, for more
than the past five years. He is a director of Universal Health Services, Inc.,
Faircom, Inc., and Westwood Corporation, which companies have securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended.
3
<PAGE>
Mr. Klein has been President of CCI Corporation in Tulsa, Oklahoma, for
more than the past five years.
Mr. Stephenson has been Chairman of the Board of Directors of Vintage
Petroleum, Inc., in Tulsa, Oklahoma, the stock of which is traded on the New
York Stock Exchange, since 1987. Mr. Stephenson is also a director of Hamilton
Financial Services Corp., which company has securities registered pursuant to
the Securities Exchange Act of 1934, as amended.
Robert G. Fergus, age 55, has been Vice President of: the Company since
June 16, 1989; AAON-Oklahoma since May 8, 1990; and CP/AAON since December 17,
1991.
All director-nominees, if elected, will hold office until the next annual
meeting of stockholders scheduled to be held on May 13, 1997. While all
officers serve at the pleasure of the Board of Directors, their current terms of
office extend to May 14, 1996.
The Board of Directors of the Company had four meetings during 1995 and all
directors attended each of those meetings.
The Company has an Audit Committee consisting of Messrs. Minshall,
Pantaleoni and Johnson. They had one meeting during the past year at which the
committee members posed questions to representatives of Arthur Andersen & Co.
concerning the Company's audited financial statements. The Company does not
have a nominating or compensation committee.
EXECUTIVE COMPENSATION
REPORT OF BOARD OF DIRECTORS
The entire Board of Directors sets the compensation of both full-time
(Norman H. Asbjornson and Robert G. Fergus) and the only part-time (William A.
Bowen) executive officer/employees of the Company, except that Messrs.
Asbjornson and Bowen abstain from voting on their compensation. There have been
no "interlocks" or "insider participation" [as those terms are defined in Item
402(j) of S.E.C. Regulation S-K] in compensation decisions.
Effective October 1, 1992, Mr. Asbjornson's salary was set (and remains) at
an annual rate of $132,000 and the Board entered into a $1,000,000 "reverse
split dollar" life insurance arrangement with him, pursuant to which the Company
pays the portion of the premium attributable to the term insurance cost
(determined by Internal Revenue Service "P.S. 58" rates), and is the beneficiary
of the full face amount of the policy, and Mr. Asbjornson pays the amount of
premium in excess of such insurance cost and is the owner-beneficiary of the
cash value thereof. Performance factors considered in setting Mr. Asbjornson's
current base compensation include having responsibility for establishing overall
corporate philosophy and goals, organizing and staffing Company personnel,
overseeing implementation of Board directives, financial budgets, marketing
strategies, engineering projects and manufacturing methods. His compensation is
measured both by progress toward long-term goals and current financial results.
Mr. Fergus' annual rate of salary was increased from $91,790 to $100,000
effective December 1, 1995. The salary increase was predicated on Mr. Fergus'
efforts in reducing direct labor by implementation of improved manufacturing
methods, improvements in engineering and manufacturing management through
management training and his overall job performance.
Mr. Bowen's annual rate of salary has been $36,000 since January 1, 1993.
4
<PAGE>
Additionally, Messrs. Asbjornson, Fergus and Bowen participate in the
Company's "profit sharing" plan ($2,748 each in 1995, a per capita share, the
same as all other eligible employees, of 10% of the pre-tax profit of the
Oklahoma subsidiary). Messrs. Asbjornson and Bowen also received directors' fees
in 1995.
Board of Directors: Norman H. Asbjornson, William A. Bowen, John B. Johnson,
Jr., J. M. Klein, Richard E. Minshall, Anthony Pantaleoni
and Charles C. Stephenson, Jr.
The following table sets forth information as to the compensation of the
Executive Officers of the Company whose annual salary and bonus has exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
---------------------------------------- ------------------------ -------
Name and Other Restricted Securities All Other
principal Annual Stock Underlying LTIP Compen-
position Year Salary Bonus Compensation Awards Options/SARs Payouts sation
- ---------------------- ---- --------- -------- ------------- ---------- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Norman H. Asbjornson 1995 $132,000 -0- $2,748 (1) N/A N/A N/A $6,648 (2)
President
1994 $132,000 -0- $3,896 (1) N/A N/A N/A $2,640 (2)
1993 $132,000 -0- $2,376 (1) N/A N/A N/A $1,320 (2)
Robert G. Fergus 1995 $ 92,474 -0- $2,748 (1) N/A N/A N/A $4,871 (2)
Vice President
1994 $ 89,945 $12,000 $3,896 (1) N/A N/A N/A $1,779 (2)
1993 $ 83,368 $ 9,000 $2,376 (1) N/A N/A N/A $ 834 (2)
</TABLE>
- --------------------
(1) A per capita share, the same as all other eligible employees, of 10% of the
pre-tax profit of the Oklahoma subsidiary of the Company.
(2) Contribution to the Company's 401(k) plan. There are no perquisites or
other benefits provided, the value of which exceeded 10% of the salary and
bonus of either Mr. Asbjornson or Mr. Fergus.
No stock options were granted to or exercised by any Executive Officer
or director during 1995, nor were any options held by such persons "repriced"
during that year. In accordance with the Company's 1992 Stock Option Plan,
options for 27,500 shares of the Company's common stock were granted in
February, 1996, to each of Messrs. Klein and Stephenson, upon their appointment
as new directors. However, such options are not subject to exercise until one
year following the date of grant, at which time the options will become
exercisable at the rate of 20%, cumulative, per year thereafter.
The Company has no Long-Term Incentive Plan ("LTIP") or "defined
benefit" (pension) plan.
The Company has no employment contracts with any of its officers,
directors or employees, nor any compensatory plan or arrangement concerning any
person's termination of employment or respecting any "change in control".
COMPENSATION OF DIRECTORS
The Company pays directors' fees of $1,500 per director (plus
reimbursement of expenses) for attendance at each Board meeting, scheduled to be
held on a quarterly basis, but not limited to four meetings per year.
5
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
AAON, INC., NASDAQ U.S., SIC INDUSTRIAL AND COMMERCIAL
MACHINERY & COMPUTER EQUIPMENT GROUP AND PEER GROUP*
[GRAPH APPEARS HERE]
5 YEAR CUMULATIVE TOTAL SUMMARY
<TABLE>
<CAPTION>
Starting
Basis
Description 1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AAON Inc ($) $100.00 $ 79.74 $139.39 $627.98 $1,026.75 $504.38
NASDAQ US ($) $100.00 $160.56 $186.87 $215.24 $ 210.40 $297.31
NASDAQ Stocks SIC 3500-3599 ($) $100.00 $138.00 $180.50 $185.80 $ 206.10 $317.10
Peer Group Only ($) $100.00 $105.87 $124.63 $133.64 $ 146.76 $184.82
</TABLE>
* The Company has elected to replace the companies listed on NASDAQ with SIC
numbers in the 3500 to 3599 classifications (industrial and commercial machinery
and computer equipment) with a peer group consisting of 6 companies, all of
which are in the business of manufacturing air conditioning and heat exchange
equipment. The Company believes this peer group provides a more representative
group of companies in the Company's industry, than the 465 companies that fall
within the range of SIC classifications utilized last year. The peer group
consists of American Standard Companies, Fedders Corp., Inter-City Products
Corporation, Mestek, Inc., Nortek, Inc., and York International Corp.
6
<PAGE>
BENEFICIAL OWNERSHIP REPORTING
Based solely upon a review of Forms 3 and 4 furnished to the Company
during its most recent fiscal year and Forms 5 furnished to the Company with
respect to its most recent fiscal year and/or written representations made to
the Company by its directors and officers and by the only beneficial owner of
more than ten percent of its Common Stock, the Company knows of no director,
officer or beneficial owner of more than ten percent of the Company's Common
Stock who has failed to file on a timely basis reports of beneficial ownership
of the Company's Common Stock as required by Section 16(a) of the Securities
Exchange Act of 1934, as amended, except as follows:
Norman H. Asbjornson failed to timely file a Form 4 reporting the sale
of 20,000 shares of the Company's stock. The Form 4 was filed four days late.
Richard E. Minshall failed to file a Form 4 reporting the transfer of
a total of 5,000 shares of the Company's stock owned by Capital Advisors, Inc.,
of which Mr. Minshall is the President and majority shareholder. This
transaction was subsequently reported by Mr. Minshall by filing a Form 5.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
Arthur Andersen & Co. has been selected as the principal accountant of
the Company for the current year. Representatives of Arthur Andersen & Co. are
expected to be present at the 1996 Annual Meeting of Stockholders with the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual
Meeting must be received at the Company's executive offices, 2425 South Yukon,
Tulsa, Oklahoma 74107, no later than December 9, 1996, for inclusion in the
Company's Proxy Statement and form of Proxy relating to that meeting.
OTHER MATTERS
Management knows of no business which will be presented at the 1996
Annual Meeting other than to elect directors for the ensuing year.
Thirty-three and one-third percent (33-1/3%) of the issued and
outstanding Common Stock entitled to vote shall constitute a quorum at the
meeting.
7
<PAGE>
The cost of preparing, assembling and mailing all proxy solicitation
materials will be paid by the Company. It is contemplated that the solicitation
will be conducted only by use of the mails. The Company will, upon request,
reimburse brokers for the costs incurred by them in forwarding solicitation
materials to such of their customers as are the beneficial holders of Common
Stock of the Company registered in the names of such brokers.
By Order of the Board of Directors
/s/ Norman H. Asbjornson
Norman H. Asbjornson
President
April 8, 1996
8
<PAGE>
AAON, INC. PROXY
2425 South Yukon Ave. THIS PROXY IS SOLICITED ON BEHALF OF THE
Tulsa, Oklahoma 74107 BOARD OF DIRECTORS.
The undersigned stockholder of AAON, Inc., a Nevada
corporation, hereby constitutes and appoints William A.
Bowen and John B. Johnson, Jr., and each of them, with
full power of substitution, as attorneys and proxies to
appear and vote all shares of stock of the Company
standing in the name of the undersigned, at the Annual
Meeting of Stockholders of the Company to be held at
2425 South Yukon Ave., Tulsa, Oklahoma, on Tuesday, May
14, 1996, at 10:00 A.M. (Local Time), and at any
adjournment thereof, with all powers that the
undersigned would possess if personally present, hereby
revoking all previous proxies.
1. ELECTION OF DIRECTORS: FOR all nominees listed below [ ]
(except as shown to the contrary below)
WITHHOLD AUTHORITY [ ]
to vote for all nominees listed below
Norman H. Asbjornson, William A. Bowen, John B. Johnson, Jr., Joseph M.
Klein, Richard E. Minshall, Anthony Pantaleoni, Charles C. Stephenson, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. In their discretion, upon any other matters as may properly come before the
meeting.
(over)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES FOR DIRECTOR.
The undersigned hereby acknowledge(s) receipt of the Notice of the
aforesaid Annual Meeting and the Proxy Statement accompanying the same, both
dated April 8, 1996.
Dated: , 1996
------------------------ ----------------------------------------
----------------------------------------
(Please sign exactly as your name
appears at left. When shares are held in
the names of two or more persons, all
should sign individually. Executors,
administrators, trustees, etc., should
so indicate when signing. When shares
are held in the name of a corporation,
the name of the corporation should be
written first and then an authorized
officer should sign on behalf of the
corporation, showing the office held.)
PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
(over)
