SCHEDULE 14A
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 Addition Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 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 ] No fee required.
[ ] 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:
______________________________________________________
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>
AAON, INC.
Notice of
Annual Meeting
May 12, 1998
and
Proxy Statement
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1998
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 12, 1998, at 10:00
A.M. (Local Time), for the following purposes:
1. To elect two directors for terms ending in 2001;
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
March 25, 1998
<PAGE 1>
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 12, 1998, at the time and place set forth in
the Notice of Annual Meeting accompanying this Proxy Statement.
Pursuant to provisions of the Bylaws of the Company and
action of its Board of Directors, the close of business on
March 16, 1998, 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.
Stockholders of record on the record date are entitled to
cast their votes in person or by properly executed proxy at the
Annual Meeting. The presence, in person or by properly executed
proxy, of thirty-three and one-third percent (33-1/3%) of the
Common Stock outstanding on the record date is necessary to
constitute a quorum at the Annual Meeting. If a quorum is not
present at the time the Annual Meeting is convened, the Company
may adjourn or postpone the Annual Meeting. A plurality of votes
cast at the Annual Meeting is required for the election of each
director.
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 Proxies
received in advance of the meeting may be revoked prior to
exercise.
This Proxy Statement, Notice of Annual Meeting and
accompanying Proxy, as well as the Company's 1997 Annual Report,
will be first mailed to stockholders approximately April 8, 1998.
<PAGE 2>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 16, 1998 (the record date), the Company had
issued a total of 6,178,449 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 16, 1998, 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, each officer whose 1997 salary and
bonus exceeded $100,000 ("Executive Officers"), and the name and
shareholdings of each director and such officers and all
directors as a group:
<TABLE>
Name and address of the 5% Percent
shareholder and each Executive Officer Number of shares of
and names of other directors and nominees owned (1) class
- ----------------------------------------- ---------------- -------
<CAPTION>
<S> <C> <C>
Norman H. Asbjornson (2) 1,116,070 (5) 17.9
2425 South Yukon
Tulsa, Oklahoma 74107
Robert G. Fergus (3) 108,141 (6) 1.7
2425 South Yukon
Tulsa, Oklahoma 74107
William A. Bowen 186,647 (7)(8) 3.0
John B. Johnson, Jr. 95,000 (7)(9) 1.5
Joseph M. Klein 27,500 (10) (15)
Richard E. Minshall 47,500 (11) (15)
Anthony Pantaleoni 230,869 (7)(12) 3.7
Charles C. Stephenson, Jr. 233,888 (13) 3.8
Thomas E. Naugle (4) 47,690 (15)
Executive Officers and all directors
as a group (8 persons) 2,045,615 (14) 31.4
</TABLE>
- -------------------
(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) Mr. Naugle is a first time director nominee.
(5) Includes 61,000 shares held under presently exercisable
stock options, 4,917 shares held by Mr. Asbjornson's IRA
account and 1,616 shares under the Company's 401(k) plan.
(6) Includes 27,500 shares held under a presently exercisable
stock option and 1,211 shares under the Company's 401(k)
plan.
(7) Includes 55,000 shares held under presently exercisable
stock options.
<PAGE 3>
(8) Includes 8,525 shares held by Mr. Bowen's IRA account and
498 shares under the Company's 401(k) plan.
(9) Includes 40,000 shares held for the account of Mr. Johnson
under a broker-administered retirement plan.
(10) These shares are held under a presently exercisable stock
option.
(11) Includes 27,500 shares held of record by Capital Advisors,
Inc., of which Mr. Minshall is the President and majority
shareholder.
(12) 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.
(13) Includes 27,500 shares held under a presently exercisable
stock option.
(14) Includes 336,000 shares held under presently exercisable
stock options by all Executive Officers and directors.
(15) Less than 1%.
ELECTION OF DIRECTORS
The seven member Board of Directors of the Company is
divided into three classes, designated as Class I, Class II and
Class III, with terms expiring on the dates of the 1998, 1999 and
2000 Annual Meetings of Stockholders, respectively, and in each
case when their successors have been elected and qualified. The
nominees for election as Directors at the 1998 Annual Meeting, to
serve until the 2001 Annual Meeting, are Joseph M. Klein and
Thomas E. Naugle.
Mr. Klein is an incumbent and Mr. Naugle is a first time
director nominee. Each of the nominees has consented to serve as
a director if elected. Unless authority to vote for any of the
directors is withheld in a proxy, it is intended that each
proxy will be voted FOR such nominees. In the event that either
or both of the nominees for director should, before the Annual
Meeting, become unable to serve if elected, it is intended that
all shares represented by proxies will be voted for such
substitute nominee(s) as may be recommended by the Company's
existing Board of Directors. The accompanying form of Proxy
contains a discretionary grant of authority with respect to this
matter.
<PAGE 4>
EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR DIRECTOR
The following additional information is provided with
respect to the executive officers, directors whose term of office
will continue after the Annual Meeting and nominees for directors
of the Company:
Norman H. Asbjornson, age 62, has been the President and
Treasurer of: the Company since June 16, 1989; AAON-Oklahoma
since September 12, 1988; and AAON Coil Products, Inc. ("ACP"),
since December 17, 1991.
William A. Bowen, age 68, 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.
Robert G. Fergus, age 57, has been Vice President of the
Company since June 16, 1989, and AAON-Oklahoma since May 8, 1990.
John B. Johnson, Jr., age 64, 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 ACP since December 17, 1991.
Thomas E. Naugle, age 59, has been Chairman of the Board of
Barrett Trailers, Inc. (a trailer manufacturer), in Purcell,
Oklahoma, since 1984. From 1986 to 1996, he was also Chairman of
Tulsa Winch, Inc. (a winch manufacturer). From 1992-1996, he was
President of Hanner, Inc. (equipment leasing), and from 1985 to
date has been Chairman and/or President of Naugle & Co.
(investments). The latter three companies are based in Tulsa,
Oklahoma.
Anthony Pantaleoni, age 58, 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.
J. M. Klein, age 66, has been President of CCI Corporation
in Tulsa, Oklahoma, for more than the past five years.
Charles C. Stephenson, Jr., age 61, 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.
Messrs. Asbjornson, Bowen, Johnson and Pantaleoni have been
directors of the Company since 1989. Messrs. Klein and
Stephenson have been directors since 1996. Mr. Naugle is a first
time director nominee.
The Board of Directors of the Company had four meetings
during 1997 and five directors attended each of those meetings.
Mr. Minshall attended three of the meetings and Mr. Stephenson
attended two meetings.
The Company has an Audit Committee consisting of Messrs.
Johnson, Klein and Pantaleoni. They had one meeting during the
past year at which the committee members posed
<PAGE 5>
questions to representatives of Arthur Andersen LLP 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
$100,000 to $103,500 effective December 1, 1996. 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 was increased from $36,000
to $37,260 effective December 1, 1996, and to $38,564, effective
December 1, 1997.
Additionally, Messrs. Asbjornson, Fergus and Bowen
participate in the Company's "profit sharing" plan ($1,413 each
in 1997, 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 1996.
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.
<PAGE 6>
<TABLE>
SUMMARY COMPENSATION TABLE
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
- ---------------- ---- ------ ----- ------------ ---------- ------------ ------- ---------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Norman H.
Asbjornson 1997 $132,000 -0- $ 1,413 (1) N/A N/A N/A $4,002 (2)
President
1996 $132,000 -0- $ 739 (1) N/A N/A N/A $1,993 (2)
1995 $132,000 -0- $ 2,748 (1) N/A N/A N/A $2,659 (2)
Robert G.
Fergus 1997 $103,500 -0- $ 1,413 (1) N/A N/A N/A $3,182 (2)
Vice President
1996 $100,292 -0- $ 739 (1) N/A N/A N/A $1,882 (2)
1995 $ 92,474 -0- $ 2,748 (1) N/A N/A N/A $1,948 (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.
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.
(2) Contribution to the Company's 401(k) plan.
The only stock option granted to an Executive Officer of the Company
during 1997 was for 30,000 shares to Mr. Asbjornson on January 8, 1997,
which is exercisable at the rate of 20%, cumulative, per year after
January 8, 1998 (and until January 8, 2007), at $5.25 per share. No stock
options were exercised by any executive Officer, nor were any options held
by Executive Officers or directors "repriced" during the past year.
Options for 27,500 shares each were granted to Messrs. Asbjornson, Bowen,
Johnson, Minshall and Pantaleoni on March 11, 1997. These options are
exercisable at any time or times on or before March 11, 2007, at $7.1875
per share. On March 14, 1997, Mr. Minshall exercised a prior 27,500 share
option at $1.14 per share.
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.
<PAGE 7>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
AAON, INC., NASDAQ U.S., AND PEER GROUP*
- ----------------------------- FISCAL YEAR ENDING -------------------------
DESCRIPTION 1992 1993 1994 1995 1996 1997
AAON, INC. $100 $450.54 $736.62 $361.86 $306.80 $475.89
PEER GROUP $100 $107.23 $117.76 $148.29 $193.03 $181.01
NASDAQ MARKET$100 $114.80 $112.21 $158.70 $195.19 $239.53
INDEX
ASSUMES $100 INVESTED ON JANUARY 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1997
* The peer group consists of American Standard Companies, Fedders Corp.,
International Comfort Products Corporation (formerly, Inter-City Products
Corporation), Mestek, Inc., Nortek, Inc., and York International Corp., all
of which are in the business of manufacturing air conditioning and heat
exchange equipment.
<PAGE 8>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 4 furnished to the Company during
its most recent fiscal year, 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 for a 4,800 share sale by Capital
Advisors, Inc. (beneficially owned by Richard E. Minshall) in December,
1997, which was reported on a Form 4 mailed for filing on February 6, 1998.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
Arthur Andersen LLP has been selected as the principal accountant of
the Company for the current year. Representatives of Arthur Andersen LLP
are expected to be present at the 1998 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 1999 Annual
Meeting must be received at the Company's executive offices, 2425 South
Yukon, Tulsa, Oklahoma 74107, no later than December 1, 1998, 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 1998
Annual Meeting other than to elect directors for the ensuing year.
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 mail. 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
March 25, 1998
<PAGE 1>
<TABLE>
AAON, Inc.
2425 South Yukon Ave.
Tulsa, Oklahoma 74107
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE 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 Avenue., Tulsa, Oklahoma, on Tuesday,
May 12, 1998, 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.
<CAPTION>
<S> <C> <C> <C>
1. Election of
Directors: FOR both nominees listed below WITHHOLD AUTHORITY
(except as shown to the to vote for both nominees
contrary below) ______ listed below ______
Joseph M. Klein and Thomas E. Naugle for terms ending in 2001
(INSTRUCTION: To withhold authority to vote for either 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 2>
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 both 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 March 25, 1998.
Dated:__________________, 1998 ____________________________________
____________________________________
(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)
</TABLE>
