<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
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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
LINDSAY MANUFACTURING CO.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions 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> 2
LINDSAY MANUFACTURING CO.
Notice of Annual Meeting of Stockholders
FEBRUARY 7, 1996
The Annual Meeting of Stockholders of Lindsay Manufacturing Co. (the
"Company") will be held at The Cornhusker Hotel, 333 South 13th Street, Lincoln,
Nebraska, on Wednesday, February 7, 1996, at 1:30 p.m., Central Standard Time,
for the following purposes:
(1) To elect one director.
(2) To ratify the appointment of Coopers & Lybrand L.L.P. as
independent auditors for the Company for the fiscal year ending August 31,
1996.
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of one director and the ratification of the appointment
of independent auditors.
Only stockholders holding shares of Common Stock of record at the close of
business on December 15, 1995 will be entitled to notice of and to vote at the
meeting.
Stockholders, whether or not they expect to be present at the meeting, are
requested to sign and date the enclosed proxy which is solicited on behalf of
the Board of Directors and return it promptly in the envelope enclosed for that
purpose. Any person giving a proxy has the power to revoke it at any time, and
stockholders who are present at the meeting may withdraw their proxies and vote
in person.
By Order of the Board of Directors
--------------------------------------
Bruce C. Karsk, Secretary
Lindsay, Nebraska
January 5, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE> 3
LINDSAY MANUFACTURING CO.
East Highway 91
Lindsay, Nebraska 68644
------------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
of
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of Lindsay Manufacturing
Co. (the "Company") to be held on February 7, 1996 at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. The principal executive offices of the Company are at East Highway
91, Lindsay, Nebraska 68644. This Proxy Statement and the proxy cards are first
being mailed to stockholders on or about January 5, 1996.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing with
him a later-dated proxy. Furthermore, stockholders who are present at the Annual
Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe shares
held by executive officers and directors of the Company will be voted "FOR" each
such proposal. Such shares represent approximately 9.4% of the total shares
outstanding as of December 15, 1995. Shares of Common Stock entitled to vote and
represented by properly executed, returned and unrevoked proxies will be
considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker nonvotes.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
Only holders of Common Stock of record at the close of business on December
15, 1995 will be entitled to vote at the Annual Meeting. At the record date,
there were 4,313,297 shares of Common Stock which were issued and outstanding.
Each share of Common Stock is entitled to one vote upon each matter to be voted
on at the Annual Meeting. Stockholders do not have the right to cumulate votes
in the election of directors.
The following table sets forth, as of December 15, 1995, the beneficial
ownership of the Company's Common Stock by directors and the nominee for
director, by each of the executive officers named in the
1
<PAGE> 4
Summary Compensation Table, by each person believed by the Company to
beneficially own more than 5% of the Company's Common Stock and by all present
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
- ---------------------------------------------------------------- ---------------- --------
<S> <C> <C>
Howard G. Buffett, Director..................................... 0 *
John W. Croghan, Director....................................... 36,300(2) *
J. David Dunn, Director......................................... 8,225(2) *
Eduardo R. Enriquez, Vice President -- International and
President of Lindsay International Sales Corporation.......... 10,235(2) *
Bruce C. Karsk, Vice President -- Finance, Secretary and
Treasurer..................................................... 51,600(2) 1.2%
Clifford P. Loseke, Vice President -- Manufacturing............. 19,800(2) *
Gary D. Parker, Chairman, President and Chief Executive
Officer....................................................... 250,641(2) 5.6%
George W. Plossl, Director...................................... 8,000(2)(3) *
Robert S. Snoozy, Vice President -- Sales and Marketing......... 15,000(2) *
Clayton Yeutter, Director....................................... 3,600(2) *
The Bass Management Trust and Other Related Parties............. 492,400(4)(5) 11.4%
Capital Guardian Trust.......................................... 369,000(5)(6) 8.6%
Pioneering Management Corporation............................... 413,000(5)(7) 9.6%
Investment Advisers, Inc. ...................................... 258,000(5)(8) 6.0%
All executive officers and directors as a group (11 persons).... 427,701(2) 9.4%
</TABLE>
- ---------------
* Represents less than 1% of the outstanding Common Stock of the Company.
(1) Each director and executive officer has sole voting and investment power
over the shares he beneficially owns, and all such shares are owned
directly unless otherwise indicated.
(2) Includes 7,800; 7,800; 7,913; 46,125; 10,800; 132,250; 7,800; 10,800; 3,300;
and 256,188 shares of restricted stock granted but not yet issued or shares
which may be acquired within 60 days of December 15, 1995, pursuant to the
exercise of options by Messrs. Croghan, Dunn, Enriquez, Karsk, Loseke,
Parker, Plossl, Snoozy and Yeutter and the executive officers and directors
as a group, respectively.
(3) Mr. Plossl shares voting and investment power with his wife with respect to
200 shares of Common Stock.
(4) The Bass Management Trust and Other Related Parties c/o W. Robert Catham,
201 Main Street, Suite 2600, Fort Worth, Texas 76102. These securities are
held by The Bass Management Trust, Perry R. Bass, Nancy L. Bass, Lee M.
Bass, Thomas M. Taylor, Sid Bass Management Trust, Sid R. Bass, Trinity I
Fund, L.P., TF Investors, L.P., Trinity Capital Management, Inc., Portfolio
Partners, L.P. and Portfolio Associates, Inc.
(5) Based on information on Form 13D, 13F and 13G filed with the Securities and
Exchange Commission with respect to the Company's Common Stock.
(6) Capital Guardian Trust, 52nd Floor, 333 South Hope Street, Los Angeles,
California 90071.
(7) Pioneering Management Corporation, 60 State Street, Boston, Massachusetts
02109.
(8) Investment Advisers, Inc., 1100 Dain Tower, Minneapolis, Minnesota 55440.
2
<PAGE> 5
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has nominated John W. Croghan to serve a three-year
term as director. Proxies submitted pursuant to this solicitation will be voted,
unless specified otherwise, for the election of Mr. Croghan. The Board of
Directors knows of no reason why Mr. Croghan might be unavailable to serve, if
elected. Mr. Croghan has expressed an intention to serve, if elected. If Mr.
Croghan is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of Directors may
recommend. There are no arrangements or understandings between Mr. Croghan and
any other person pursuant to which he was selected. The election of a director
requires the affirmative vote of a plurality of the shares present in person or
represented by proxy at the meeting and entitled to vote. Consequently, votes
withheld and broker nonvotes with respect to the election of directors will have
no impact on the election of directors. THE BOARD OF DIRECTORS RECOMMENDS THAT
THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF MR. CROGHAN.
The table below sets forth certain information regarding the directors of
the Company. All members of, and the nominee to, the Board of Directors have
held the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.
Clayton Yeutter has elected not to stand for re-election to the Board of
Directors. His term as a director expires on February 7, 1996.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
- ------------------------------ --- ---------------------------------- -------- -------
<S> <C> <C> <C> <C>
NOMINEE
John W. Croghan............... 65 Chairman of Lincoln Capital 1989 1995
Management Corporation(1)
DIRECTORS CONTINUING IN OFFICE
Howard G. Buffett............. 41 President of International 1995 1997
Operations, GSI Group(2)
J. David Dunn................. 51 Executive Vice President of 1988 1996
The Carborundum Company(3)
Gary D. Parker................ 50 Chairman (since 1989), 1978 1996
President and Chief Executive
Officer of the Company
George W. Plossl.............. 77 President of G.W. Plossl & Co., 1989 1997
Inc.
</TABLE>
- ---------------
(1) Mr. Croghan is also a director of St. Paul Federal Bancorp for Savings Inc.
(2) Prior to joining GSI Group in 1995, Mr. Buffett was Corporate Vice
President, Assistant to the Chairman and director of Archer Daniels Midland
Company from 1992 to 1995 and a County Commissioner of Douglas County,
Nebraska from 1989 to 1992. Mr. Buffett is also a director of GSI Group,
Berkshire Hathaway, Inc. and Coca-Cola Enterprises, Inc.
(3) Mr. Dunn served as Vice President -- International Operations of The
Carborundum Company from May 1988 to May 1993, when he was promoted to his
current position.
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the fiscal year ended August 31, 1995, the Board of
Directors held four meetings and took action by written consent one time. All
directors attended at least 75% of the meetings of the Board of Directors and of
the Committees of the Board of Directors on which they served during fiscal
1995.
The Board of Directors has established three committees: Audit,
Compensation and Nominating.
3
<PAGE> 6
AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the services
for which they are engaged, including reviewing the scope of the annual audit
and its results, reviewing the scope and results of the Company's internal
auditing function, reviewing the adequacy of the Company's internal accounting
controls with management and auditors and reviewing fees charged by the
Company's independent auditors. The Audit Committee is composed of Directors
Croghan, Dunn, Plossl and Yeutter. The Audit Committee met one time during
fiscal 1995.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels and bonus payment and awards
pursuant to the Company's management incentive plans. The Compensation Committee
consists of Directors Croghan, Dunn and Plossl. The Compensation Committee met
two times and took action by written consent in lieu of meeting one time during
fiscal 1995.
NOMINATING COMMITTEE. The Nominating Committee, composed of Directors Dunn,
Parker, Plossl and Yeutter, is responsible for nominating persons to serve as
directors of the Company. The Nominating Committee met two times during fiscal
1995.
COMPENSATION OF DIRECTORS
For fiscal year 1996, directors who are not employees of the Company will
be paid $15,000 annually, plus $1,200 per day for attending meetings of the
Board of Directors, plus $600 per day for attending meetings of committees of
the Board of Directors or other meetings at the request of the Company, plus
expenses for attending meetings. Directors who are not employees of the Company
are also eligible to receive grants of nonqualified options to purchase Common
Stock in amounts determined by disinterested members of the Committee.
Continuing Directors receive an annual grant of options to purchase 1,500 shares
of Common Stock on September 3 of each fiscal year at an exercise price equal to
the closing price of the Company's Common Stock on the date of the grant. New
Directors receive an initial grant of options to purchase 7,500 shares of Common
Stock on the 3rd of September after becoming a Director at an exercise price
equal to the closing price of the Company's Common Stock on the date of the
grant. The maximum number of shares that can be issued to such directors
pursuant to such options is the greater of 90,000 or 2% of the total shares
outstanding. Options granted to a director vest ratably over a five-year period
and unexercised options are subject to forfeiture if a director retires
voluntarily or is terminated for cause. During fiscal 1995, the Company granted
Messrs. Croghan, Dunn, Plossl and Yeutter options to purchase 1,500, 1,500,
1,500 and 1,500 shares of Common Stock, respectively, at an exercise price of
$28.75 per share. No options were exercised by any outside director during
fiscal 1995.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by or paid by the Company and its
subsidiaries to the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the three fiscal
years ended August 31, 1995, August 31, 1994 and August 31, 1993.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
AWARDS
------------------------- PAYOUTS
ANNUAL COMPENSATION ----------
---------------------------------- (F) (G)
(E) RESTRICTED SECURITIES (H) (I)
(A) (C) (D) OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL (B) SALARY BONUS COMPENSATION(1) AWARD(S)(2) OPTIONS/SARS PAYOUTS(3) COMPENSATION(4)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- --------------------- ---- ------- ------- --------------- ----------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary D. Parker....... 1995 323,675 300,000 -- 525,000 -- -- 46,023
Chairman, President 1994 302,500 300,000 -- 546,750 -- -- 47,701
and Chief Executive 1993 275,000 300,000 -- 550,500 -- -- 44,706
Officer
Eduardo R. 1995 86,776 25,000 -- -- 4,000 -- 6,766
Enriquez........... 1994 83,842 15,000 -- -- -- -- 7,263
Vice President -- 1993 81,400 20,675 -- -- 4,000 -- 9,655
International and
President of
Lindsay
International Sales
Corporation
Bruce C. Karsk....... 1995 115,740 77,000 -- 31,250 -- -- 15,142
Vice President -- 1994 110,227 75,000 -- 33,250 -- -- 15,408
Finance, Secretary 1993 106,500 72,000 -- 33,500 -- -- 14,760
and Treasurer
Clifford P. Loseke... 1995 89,601 33,000 -- -- 4,000 -- 8,647
Vice President -- 1994 85,335 45,000 -- -- -- -- 7,738
Manufacturing 1993 82,850 20,000 -- -- 4,000 -- 8,039
Robert S. Snoozy..... 1995 77,756 57,000 -- -- 4,000 -- 8,644
Vice President -- 1994 74,054 65,000 -- -- -- -- 8,142
Sales and Marketing 1993 71,500 48,000 -- -- 4,000 -- 7,993
</TABLE>
- ---------------
(1) No disclosure is required in this column pursuant to applicable Securities
and Exchange Commission Regulations, as the aggregate value of items covered
by this column does not exceed the lesser of $50,000 or 10% of the annual
salary and bonus shown for each respective executive officer named.
(2) Represents restricted stock awards of 18,000 shares and 1,000 shares for
Messrs. Parker and Karsk, respectively, in each of fiscal 1995, fiscal 1994
and fiscal 1993. The restricted stock awards vest two years from the date of
grant and participate in dividends (none to date) on a nonpreferential
basis. At August 31, 1995, the value of each award to Mr. Parker of 18,000
shares in fiscal 1995, 1994 and 1993 is $621,000. At August 31, 1995, the
value of each award to Mr. Karsk of 1,000 shares in fiscal 1995, 1994 and
1993 is $34,500.
(3) The Company does not have a long-term incentive plan as defined in Item 402
of Regulation S-K under the Securities Exchange Act of 1934, as amended.
(4) These amounts for fiscal 1995 consist of contributions to the Company's
defined contribution profit-sharing plan of $8,975, $6,073, $8,975, $7,567
and $8,169 for Messrs. Parker, Enriquez, Karsk, Loseke and Snoozy,
respectively, and of premiums for supplemental life insurance (and, in the
case of Messrs. Karsk and Parker, the value of split-dollar supplemental
term life insurance) of $37,048, $693, $6,167, $1,080 and $475 for Messrs.
Parker, Enriquez, Karsk, Loseke and Snoozy, respectively.
5
<PAGE> 8
The following table sets forth the details of options granted to the
executive officers listed in the Summary Compensation Table during fiscal year
1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZED
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ------------------------------------------------------------------------------------------ ANNUAL RATES OF
(B) (C) STOCK PRICE
NUMBER OF % APPRECIATION FOR
SECURITIES OF TOTAL OPTION TERM(2)
UNDERLYING OPTIONS/SARS (D) -----------------
OPTIONS/SARS GRANTED TO EXERCISE OR (E)
(A) GRANTED EMPLOYEES IN BASE PRICE EXPIRATION (F) (G)
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------------ ------------ ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Gary D. Parker................ -- -- -- -- -- --
Eduardo R. Enriquez........... 4,000 11% 28.25 03/09/05 71,080 180,080
Bruce C. Karsk................ -- -- -- -- -- --
Clifford P. Loseke............ 4,000 11% 28.25 03/09/05 71,080 180,080
Robert S. Snoozy.............. 4,000 11% 28.25 03/09/05 71,080 180,080
</TABLE>
- ---------------
(1) All options were granted on March 9, 1995, become exercisable ratably
beginning one year from date of grant through five years from date of grant
and expire on March 9, 2005. All options were granted at fair market value
on the date of grant.
(2) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of Common Stock price appreciation
from March 9, 1995 (the date of the grant) to March 9, 2005 (the date of
expiration of such options) of 5% and 10%. These assumptions are not
intended to forecast future price appreciation of the Company's Common
Stock price. The Company's Common Stock price may increase or decrease in
value over the time period set forth above.
The following table sets forth certain information concerning options
exercised during fiscal year 1995, the number of unexercised options and the
value of unexercised options at the end of fiscal 1995 for the executive
officers whose compensation is reported in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(D) (E)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR END
(B) (C) FISCAL YEAR END (#) ($)(1)
(A) SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------- --------------- -------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Gary D. Parker.................. -0- -0- 106,250/21,000 2,619,852/518,070
Eduardo R. Enriquez............. 1,687 38,435 6,513/8,600 56,947/53,602
Bruce C. Karsk.................. -0- -0- 37,625/7,500 927,751/185,025
Clifford P. Loseke.............. -0- -0- 9,400/8,600 125,408/53,602
Robert S. Snoozy................ -0- -0- 9,400/8,600 125,408/53,602
</TABLE>
- ---------------
(1) Based on the difference between the August 31, 1995 Common Stock market
closing price and the related option exercise price.
6
<PAGE> 9
RETIREMENT PLAN
The Company has a nonqualified Supplemental Retirement Plan (a defined
benefit retirement plan) that provides participants with certain retirement
benefits after the employee reaches his normal retirement age (age 62 for
Messrs. Parker, Karsk, Loseke and Snoozy and age 65 for Mr. Enriquez) which
would otherwise be denied them due to benefit limitations for Internal Revenue
Code qualified plans. The retirement benefits payable to participants pursuant
to this plan are determined by a calculation which is based on average annual
earnings (base salary plus cash bonuses) for the three highest earning years
during the ten year period immediately prior to the participant's retirement
reduced by the participant's retirement benefits from the Company's Profit
Sharing Plan, Social Security benefits payable, and benefits from any retirement
or pension plan the participant may be entitled to from any prior employers.
The Supplemental Retirement Plan provides reduced benefits for a
participant who elects early retirement at age 55 (age 60 in the case of Mr.
Enriquez) or later but before age 62 (age 65 in the case of Mr. Enriquez). While
the benefits are paid from the general assets of the Company, the Company has
secured life insurance on the participants to provide the Company with the funds
necessary to provide the above described supplemental retirement benefits. Upon
attainment of the normal retirement age the projected annual benefits are
$286,764, $9,828, $0, $25,968 and $0 for Messrs. Parker, Enriquez, Karsk, Loseke
and Snoozy, respectively.
EMPLOYMENT AGREEMENTS
The Company's employment agreement with Mr. Parker provides for the payment
of a base salary, a performance bonus and a deferred bonus. It also provides
that Mr. Parker will be eligible to receive restricted Common Stock, options to
purchase Common Stock, SARs (none to date) and SIRs as well as certain fringe
benefits provided in the Company's employee benefit programs. Under the
agreement, Mr. Parker receives a performance bonus (up to a maximum $150,000 in
any fiscal year) equal to 2% of the Company's pretax earnings if the Company's
pretax earnings are greater than 15% of its average equity during the year. A
deferred bonus, the payment of which is deferred 12 months and is unvested, may
also be earned by Mr. Parker in an amount equal to the current year's bonus. The
aggregate of the performance bonus and the deferred bonus awarded in any fiscal
year may not exceed $300,000. Additionally, Mr. Parker is entitled to receive an
annual award of 15,000 shares of restricted Common Stock if the Company achieves
a pretax return on beginning equity of at least 20%. He may not sell, transfer,
pledge or assign the restricted Common Stock for at least two years from the
date of grant and this stock does not vest until the end of the two-year period.
Mr. Parker's employment agreement expires August 31, 2000 and may be extended
for up to two additional years. If the Company were to terminate Mr. Parker's
employment without cause, as defined therein, or if there were a change in
control, as defined therein, Mr. Parker would be entitled to receive a lump sum
payment equal to the greater of the balance of his salary plus all bonuses and
incentives through the end of the term of the employment agreement or any earned
bonus plus incentive and any deferred bonus for the year in which the
termination occurs plus additional compensation equal to 150% of his average
gross compensation.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act"), and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
EXECUTIVE OFFICER COMPENSATION. The Compensation Committee of the Board of
Directors, which is composed of three independent outside directors, is
responsible for setting policies with respect to compensation of the Company's
executive officers.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES OF THE EXECUTIVE
COMPENSATION PROGRAM. At the direction of the Board of Directors, the
Compensation Committee endeavors to ensure the Company's Executive Compensation
Program is effective in retaining and motivating executives needed to achieve
performance objectives and maximize shareholder value. The Company's objective
is to closely align the
7
<PAGE> 10
executives' financial interests with those of the shareholders. The Compensation
Committee, as it deems appropriate, utilizes outside consulting services and
compensation surveys and reviews executive compensation for a group of
comparative companies to determine competitive levels of compensation.
The Company subscribes to a total compensation theory in which base salary,
performance bonus, benefits and grants of restricted stock and/or options to
purchase common stock are considered individually and in total. Base salary is a
function of the executive officers' prior salary and the Compensation
Committee's view of base salary levels for executive officers with comparable
positions and responsibilities in other companies. The remaining portion of each
executive officer's compensation is directly related to the success of the
Company. This is accomplished in two ways. First, each executive officer is
eligible to earn a bonus based primarily upon the executive's individual
performance, considering both qualitative and quantitative factors, and the
performance of the operating or staff organization for which the executive
officer is responsible. For example, executive officers with sales
responsibilities earn a bonus if specific sales and margin goals are obtained.
If performance for the year is below targeted levels, there would be only a
nominal bonus payment or, in some cases, no bonus payment. As specific goals are
met or exceeded, the executive officer is entitled to receive a progressively
larger bonus up to a stated maximum. Total bonus is based secondarily on the
overall performance of the Company.
Second, believing that significant ownership of Company stock serves to
align key management's interest with that of shareholders, executive officers
who, in the opinion of the Compensation Committee, contribute to the growth,
development and financial success of the Company are awarded restricted Common
Stock and/or options to purchase Common Stock. Grants of restricted Common Stock
do not vest until two years from the grant date. All grants of options to
purchase Common Stock have been made with an exercise price equal to the closing
price of the Common Stock on the date of grant, and stock options granted since
Fiscal 1991 vest ratably over a five-year period. Therefore, the compensation
value of these stock options is directly related to the long-term performance of
the Company as measured by its future return to stockholders.
DISCUSSION OF 1995 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. As
described above, the Compensation Committee is responsible for establishing
total compensation for all executives, including Gary Parker, considering both a
pay-for-performance philosophy with a cap on the maximum bonus opportunity and
market rates of compensation. In determining Mr. Parker's compensation for 1995,
the Compensation Committee considered the Company's financial performance and
corporate accomplishments, individual performance and leadership, and
competitive levels of compensation. The Compensation Committee also considered
more subjective factors, such as implementation of the Company's plan to enhance
shareholder value. With respect to establishing Mr. Parker's 1995 salary,
emphasis was placed on performance and competitive salaries in the marketplace.
With respect to Mr. Parker's 1995 bonus, the Company's 1995 internal plan was
met or exceeded, and the maximum allowable bonus was awarded. In support of the
Compensation Committee's focus on executive stock ownership, the Company
exceeded the return on equity goal established for Mr. Parker, and restricted
shares were granted for Fiscal 1995. See "EMPLOYMENT AGREEMENTS".
The Compensation Committee believes that the Company's accomplishments
under Mr. Parker's demonstrated leadership contributed to the overall
performance of the Company and that this is reflected in the compensation
package.
John W. Croghan
J. David Dunn
George W. Plossl
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, there were no compensation committee interlocks and no
insider participation in compensation decisions that were required to be
reported under the rules and regulations of the Securities Exchange Act of 1934.
8
<PAGE> 11
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
LINDSAY NASDAQ COM- S&P MACHIN
MEASUREMENT PERIOD MANUFACTUR- POSITE TOTAL ERY (DIVERSI-
(FISCAL YEAR COVERED) ING CO. RETURN INDEX FIED)
<S> <C> <C> <C>
1990 100 100 100
1991 190 142 119
1992 274 154 110
1993 269 203 171
1994 257 211 190
1995 309 284 217
</TABLE>
RATIFICATION OF APPOINTMENT OF AUDITOR
Coopers & Lybrand L.L.P., who has been auditor for the Company since 1974,
has been appointed by the Board of Directors as auditors for the Company and its
subsidiaries for the fiscal year ending August 31, 1996. This appointment is
being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires 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. Abstentions will have the same effect as a vote against
ratification. Broker nonvotes will not be considered shares entitled to vote
with respect to ratification of the appointment and will not be counted as votes
for or against the ratification. THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING AUGUST 31, 1996.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting and will be provided an opportunity to make a statement and
to respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for presentation at the Annual Meeting must
be received by the Secretary of the Company at its home office no later than
January 18, 1996. Such proposals must set forth (i) a brief description of the
business desired to be brought before the annual meeting and the reason for
conducting such business at the annual meeting, (ii) the name and address of the
stockholder proposing such business, (iii) the class and number of shares of the
Company's Common Stock beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Nominations for
directors may be submitted by stockholders by delivery of such nominations in
writing to the Secretary of the Company by January 18, 1996. Only stockholders
of record as of December 15, 1995 are entitled to bring business before the
Annual Meeting or make nominations for directors.
In order to be included in the Company's proxy statement relating to its
next annual meeting, stockholder proposals must be submitted by September 8,
1996 to the Secretary of the Company at its home office. The inclusion of any
such proposal in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.
9
<PAGE> 12
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
The Company's Annual Report, including financial statements, is being
mailed, together with this Proxy Statement, to all stockholders entitled to vote
at the Annual Meeting. However, such Annual Report is not to be considered part
of this proxy solicitation material. IN ADDITION, ANY STOCKHOLDER WHO WISHES TO
RECEIVE A COPY OF THE FORM 10-K FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY OBTAIN A COPY WITHOUT CHARGE BY WRITING TO THE COMPANY.
REQUESTS SHOULD BE DIRECTED TO MR. BRUCE C. KARSK AT THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICE.
By Order of the Board of Directors
--------------------------------------
Bruce C. Karsk, Secretary
Lindsay, Nebraska
January 5, 1996
10
<PAGE> 13
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REVOCABLE PROXY
LINDSAY MANUFACTURING CO.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LINDSAY MANUFACTURING CO. FOR USE ONLY AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON FEBRUARY 7, 1996 AND AT ANY ADJOURNMENT
THEREOF.
The undersigned hereby authorizes the Board of Directors of
Lindsay Manufacturing Co. (the "Company"), or any successors in their
respective positions, as proxy, with full powers of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of the
Company to be held at The Cornhusker Hotel, 333 South 13th Street,
Lincoln, Nebraska, on Wednesday, February 7, 1996, at 1:30 p.m.,
Central Standard Time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would be
entitled to cast, if then personally present, in accordance with the
instructions below and on the reverse hereof.
1. ELECTION OF DIRECTOR
<TABLE>
<S> <C>
/ / FOR the nominee listed below for the term to / / WITHHOLD AUTHORITY to vote for
expire in 1998 (except as marked to the contrary below) the nominee listed below
John W. Croghan
</TABLE>
2. AUDITORS. Ratification of the appointment of Coopers & Lybrand
L.L.P. as independent auditors for the fiscal year ending August 31,
1996.
/ / FOR / / AGAINST / / ABSTAIN
3. To vote, in its discretion, upon any other business that may
properly come before the Annual Meeting or any adjournment thereof.
Management is not aware of any other matters which should come before
the Annual Meeting.
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 ELECTION OF THE BOARD OF DIRECTORS'
NOMINEE FOR DIRECTOR AND FOR THE RATIFICATION OF THE APPOINTMENT OF
AUDITORS.
(continued and to be signed on the reverse hereof)
This proxy is revocable and the undersigned may revoke it at any
time prior to the Annual Meeting by giving written notice of such
revocation to the Secretary of the Company. Should the undersigned be
present and want to vote in person at the Annual Meeting, or at any
adjournment thereof, the undersigned may revoke this proxy by giving
written notice of such revocation to the Secretary of the Company on a
form provided at the meeting. The undersigned hereby acknowledges
receipt of a Notice of Annual Meeting of Stockholders of the Company
called for February 7, 1996 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.
Dated: , 1996.
-----------------------------
(Signature)
-----------------------------
(Signature if held jointly)
Please sign exactly as name
appears on this proxy. When
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give your full title. If a
corporation, please sign in
full corporate name by
authorized officer. If a
partnership, please sign in
partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
