<PAGE> 1
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 Rule 14a-11(c) or Rule 14a-12
Lindsay Manufacturing Co.
(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
LINDSAY MANUFACTURING CO.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 25, 2000
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 Tuesday, January 25, 2000, at 8:30 a.m., Central Standard Time, for
the following purposes:
(1) To elect a director for a term ending in 2003.
(2) To ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the Company for the fiscal year ending August 31,
2000.
(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 the 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 November 28, 1999 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
/s/ BRUCE C. KARSK
--------------------------------------
Bruce C. Karsk, Secretary
Lindsay, Nebraska
December 20, 1999
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.
214 EAST 2ND STREET
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 January 25, 2000 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 214 East 2nd
Street, Lindsay, Nebraska 68644. This Proxy Statement and the proxy cards are
first being mailed to stockholders on or about December 20, 1999.
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 26.2% of the total shares
outstanding as of November 28, 1999. 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 November
28, 1999 will be entitled to vote at the Annual Meeting. At the record date,
there were 12,408,614 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 November 30, 1999, the beneficial
ownership of the Company's Common Stock by directors and the nominees for
director, by each of the executive officers named in the 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>
Vaughn L. Beals, Jr., Director(2)........................... 40,272(3) *
Howard G. Buffett, Director................................. 27,456(3) *
Michael N. Christodolou, Director........................... 1,806,711(4)(8) 14.6
John W. Croghan, Director and Chairman-Elect of the
Board(5).................................................. 147,933(3) 1.2
Larry H. Cunningham, Director Nominee....................... 0 *
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
- ---- ---------------- --------
<S> <C> <C>
Eduardo R. Enriquez, Vice President -- International and
President of Lindsay International Sales Corporation........ 46,878(3) *
Bruce C. Karsk, Vice President -- Finance, Secretary,
Treasurer and Director.................................... 171,656(3) 1.4
Clifford P. Loseke, Vice President -- Manufacturing......... 95,888(3) *
Gary D. Parker, Director, Chairman of the Board, President
and Chief Executive Officer(6)............................ 849,720(3)(7) 6.8
Robert S. Snoozy, Vice President -- Sales and Marketing..... 77,243(3) *
The Bass Management Trust and Other Related Parties......... 1,806,711(8)(11) 14.6
Ontario Teachers' Pension Plan Board........................ 1,735,830(9)(11) 14.0
PRIMECAP Management......................................... 659,900(10)(11) 5.3
All executive officers, directors and director nominees as a
group (11 persons)........................................ 3,371,869(3) 26.2
</TABLE>
- ---------------
* Represents less than 1% of the outstanding Common Stock of the Company.
(1) Each shareholder has sole voting and investment power over the shares he
beneficially owns, and all such shares are owned directly by the individual
or their spouse unless otherwise indicated.
(2) Mr. Beals will end his term as a director on January 25, 2000.
(3) Includes 11,136; 26,320; 50,610; 18,000; 71,147; 62,550; 136,701; 42,300
and 461,064 shares which may be acquired within 60 days of November 30,
1999 pursuant to the exercise of options by Messrs. Beals, Buffett,
Croghan, Enriquez, Karsk, Loseke, Parker and Snoozy and the executive
officers and directors as a group, respectively.
(4) Includes shares held by The Bass Management Trust and Other Related Parties
over which Mr. Christodolou exercises voting and investment
authority -- See Footnote (8).
(5) Mr. Croghan will become Chairman of the Board of Directors on January 25,
2000.
(6) Mr. Parker has announced his plan to retire and will end his term as
Director and Chairman of the Board of Directors on January 25, 2000.
(7) Excludes 45,566 shares owned by Mr. Parker's spouse of which Mr. Parker has
disclaimed beneficial ownership.
(8) All shares held by The Bass Management Trust and Other Related Parties c/o
W. Robert Catham, 201 Main Street, Suite 2600, Fort Worth, Texas 76102.
Securities are held by The Bass Management Trust, Lee M. Bass, Sid R. Bass
Management Trust, TF Investors, L.P., FW Trinity Limited Investors, L.P.,
National Bancorp of Alaska, Inc. and Michael N. Christodolou.
(9) Ontario Teachers' Pension Plan Board, 5650 Yonge Street, 5th Floor,
Toronto, Canada M2M 4H5.
(10) PRIMECAP Management, 225 South Lake Avenue, Pasadena, California 91101.
(11) Based on information on Form 13D filed with the Securities and Exchange
Commission with respect to the Company's Common Stock.
2
<PAGE> 5
ELECTION OF DIRECTOR
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has decreased the number of directors making up the
full Board from six to five. The Board has nominated Larry H. Cunningham to
serve as a director for a three-year term and proxies submitted pursuant to this
solicitation will be voted, unless specified otherwise, for the election of Mr.
Cunningham. Mr. Cunningham has expressed an intention to serve, if elected, and
the Board of Directors knows of no reason why he might be unavailable to serve,
if elected. If Mr. Cunningham 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. Cunningham 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 STOCKHOLDERS VOTE "FOR" THE ELECTION OF MR.
CUNNINGHAM.
The table below sets forth certain information regarding the directors of
the Company. All members of, and the nominees 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.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
- ---- --- ---------- -------- -------
<S> <C> <C> <C> <C>
NOMINEE
Larry H. Cunningham............. 55 Retired(1) N/A 2003
DIRECTORS CONTINUING IN OFFICE
Howard G. Buffett............... 45 Chairman of the Board, 1995 2001
The GSI Group(2)
Bruce C. Karsk.................. 47 Vice President -- Finance 1998 2001
Secretary and Treasurer of the
Company
John W. Croghan................. 69 President of Lincoln Partners, a 1989 2002
partnership of Lincoln Capital
Management Company(3)
Michael N. Christodolou......... 38 Director of Equity Investments, 1999 2002
Barbnet Investment Co.(4)
</TABLE>
- ---------------
(1) Mr. Cunningham was employed by Archer Daniels Midland Company from 1993 to
1999, serving in various capacities, including President of its Protein
Specialties division. From 1965 to 1990, he was employed by A.E. Staley
Manufacturing Company.
(2) Prior to joining The 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 The GSI Group,
Berkshire Hathaway, Inc., Coca-Cola Enterprises, Inc. and Trailmobile Canada
Limited.
(3) Prior to 1997, Mr. Croghan was Chairman of Lincoln Capital Management
Company. Mr. Croghan is also a director of Republic Services, Inc. and of
thirteen Morgan Stanley public closed-end funds.
(4) Barbnet Investment Co. (formerly known as Thomas M. Taylor & Co.) is an
investment consulting firm providing services to The Bass Management Trust,
TF Investors, L.P., FW Trinity Limited Investors, L.P. and certain other
entities associated with certain members of the Bass Family of Fort Worth,
Texas. Mr. Christodolou joined Thomas M. Taylor & Co. in 1988. Mr.
Christodolou is also a director of XTRA Corporation.
3
<PAGE> 6
Information regarding executive officers of the Company is found in the
Company's Annual Report which has been supplied with this Proxy Statement.
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, 1999, the Board of
Directors held nine meetings (including teleconference meetings) and took action
by written consent in lieu of a meeting two times. All directors attended 75% or
more of the meetings of the Board of Directors and of the committees of the
Board of Directors on which they served during fiscal 1999.
The Board of Directors has established three standing committees: Audit,
Compensation and Nominating.
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 year-end financials and the Security and Exchange
Commission Form 10-K prior to its filing, reviewing quarterly financial results
prior to their release to the public, 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 currently
composed of Directors Beals, Buffett, Christodolou and Croghan. Mr. Christodolou
is the Chairman of the Audit Committee. The Audit Committee held five meetings
(including teleconference meetings) during fiscal 1999.
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
currently consists of Directors Beals, Buffett, Christodolou and Croghan. Mr.
Buffett is the Chairman of the Compensation Committee. The Compensation
Committee held two meetings during fiscal 1999.
NOMINATING COMMITTEE. The Nominating Committee is currently composed of
Directors Buffett, Christodolou and Croghan, and is responsible for nominating
persons to serve as directors of the Company. Mr. Christodolou is the Chairman
of the Nominating Committee. The Nominating Committee will consider nominees
recommended by security holders which are submitted in the manner described
under "Submission of Stockholder Proposals." The Nominating Committee held two
meetings (including teleconference meetings) during fiscal 1999.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid $24,000 annually,
plus $1,200 per day for attending meetings of the Board of Directors and $600
per day for attending any separate meetings of committees of the Board of
Directors or other meetings at the request of the Company. Directors are also
reimbursed for expenses they incur in attending meetings. Directors who are not
employees of the Company receive grants of nonqualified options to purchase
Common Stock. Continuing Directors receive an annual grant of options to
purchase 5,062 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
25,312 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 303,750 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. On September 3, 1998, the Company
granted each of Messrs. Beals, Buffett and Croghan options to purchase 5,062
shares of Common Stock at an exercise price of $20.00 per share. No options were
exercised by any outside director during fiscal 1999.
4
<PAGE> 7
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by, or paid by the Company and its
subsidiaries to, the Chief Executive Officer and the other four highest paid
executive officers of the Company for services rendered during the three fiscal
years ended August 31, 1999, August 31, 1998 and August 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------ ----------
(a) (b) (c) (d) (e) (g) (h) (i)
(f) SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION(2) AWARD(S)(3) SARS PAYOUTS(4) COMPENSATION(5)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------------ ---- ------- ------- --------------- ----------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary D. Parker......... 1999 367,047 450,000(1) -- 1,252,969 -- -- 75,198
Chairman, 1998 367,047 500,000(1) -- 1,627,594 -- -- 72,893
President and Chief 1997 367,047 300,000 -- 1,114,875 -- -- 58,841
Executive Officer
Eduardo R. Enriquez.... 1999 99,300 13,000 -- -- 7,500 -- 7,177
Vice President -- 1998 96,408 16,750 -- -- 7,500 -- 6,987
International and 1997 92,700 26,525 -- -- -- -- 8,731
President of Lindsay
International Sales
Corporation
Bruce C. Karsk......... 1999 147,457 90,000 -- 59,063 -- -- 20,140
Vice President -- 1998 140,436 90,000 -- 103,781 -- -- 18,896
Finance, Secretary 1997 131,249 90,000 -- 81,000 -- -- 17,770
and Treasurer
Clifford P. Loseke..... 1999 107,120 36,000 -- 22,313 7,500 -- 11,348
Vice President -- 1998 103,000 34,000 -- 29,250 7,500 -- 9,722
Manufacturing 1997 98,000 34,000 -- 27,125 -- -- 10,320
Robert S. Snoozy....... 1999 99,216 81,679 -- 22,313 7,500 -- 11,448
Vice President -- 1998 95,400 77,000 -- 29,250 7,500 -- 10,699
Domestic Sales 1997 90,000 74,180 -- 27,125 -- -- 10,678
</TABLE>
- ---------------
(1) The amount reported as Mr. Parker's fiscal 1999 and 1998 bonus includes
discretionary bonuses of $50,000 and $100,000, respectively, that were
awarded and paid in fiscal 1999 and 1998, respectively, but both of which
related to fiscal 1997.
(2) 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.
(3) Represents restricted stock awards of 60,750 shares and 3,375 shares for
Messrs. Parker and Karsk, respectively, in each of fiscal 1999, fiscal 1998
and fiscal 1997 and 1,050 shares to each of Messrs. Loseke and Snoozy in
fiscal 1999 (relating to fiscal 1998) and 1,125 shares to each of Messrs.
Loseke and Snoozy in fiscal 1998 (relating to fiscal 1997) and 1,575 shares
to each of Messrs. Loseke and Snoozy in 1997 (relating to fiscal 1996). The
restricted stock awards vest two years from the date of grant and
participate in dividends on a nonpreferential basis. Of each year's
restricted stock award to Mr. Parker, 50,625 shares were performance based
as were all of the fiscal 1999, fiscal 1998 and fiscal 1997 restricted stock
awards to Messrs. Loseke and Snoozy. At August 31, 1999, the value of each
award to Mr. Parker of 60,750 shares in fiscal 1999, 1998 and 1997 was
$1,040,344. At August 31, 1999, the value of each award to Mr. Karsk of
3,375 shares in fiscal 1999, 1998 and 1997 was $57,797. At August 31, 1999,
the value of the fiscal 1999 awards to Messrs. Loseke and Snoozy of 1,050
shares each was $17,981 and the value of the fiscal 1998 awards to Messrs.
Loseke and Snoozy of 1,125 shares each was $19,266 and the value of the
fiscal 1997 awards to Messrs. Loseke and Snoozy of 1,575 shares each was
$26,972.
5
<PAGE> 8
(4) 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.
(5) These amounts for fiscal 1999 consist of defined contributions and matching
contributions to the Company's defined contribution profit-sharing and
401(k) plan of $9,775, $4,691, $9,775, $9,075 and $9,245 for Messrs. Parker,
Enriquez, Karsk, Loseke and Snoozy, respectively, and of premiums for
supplemental life and disability insurance (and, in the case of Messrs.
Karsk and Parker, the value of split-dollar supplemental term life
insurance) of $65,423, $2,486, $10,365, $2,273 and $2,203 for Messrs.
Parker, Enriquez, Karsk, Loseke and Snoozy, respectively.
The following table sets forth certain information relating to options
granted during fiscal year 1999 to executive officers of the Company whose
compensation is reported in the Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
-------------------
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF %
SECURITIES OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ------------ ------------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Gary D. Parker........ -- -- -- -- -- --
Eduardo R. Enriquez... 7,500 8% 15.31 11/24/08 72,213 183,001
Bruce C. Karsk........ -- -- -- -- -- --
Clifford P. Loseke.... 7,500 8% 15.31 11/24/08 72,213 183,001
Robert S. Snoozy...... 7,500 8% 15.31 11/24/08 72,213 183,001
</TABLE>
- ---------------
(1) All amounts relate to options granted to the named executive officers. No
stock appreciation rights (SARs) were granted during fiscal 1999. All
options were granted on November 24, 1998, become exercisable ratably
beginning one year from date of grant through five years from date of grant
and expire on November 24, 2008. 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
November 24, 1998 (the date of the grant) to November 24, 2008 (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 stock price may increase or decrease in value over the
time period set forth above.
6
<PAGE> 9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth certain information concerning options
exercised during fiscal year 1999, the number of unexercised options and the
value of unexercised options at the end of fiscal 1999 for the executive
officers of the Company whose compensation is reported in the Summary
Compensation Table.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR
FISCAL YEAR END(#) END($)(1)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#)(1) ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------------ -------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Gary D. Parker................ -0- -0- 136,701/ -0- 1,942,713/ -0-
Eduardo R. Enriquez........... 24,300 211,919 15,000/16,200 89,188/37,231
Bruce C. Karsk................ 5,000 50,432 71,147/ -0- 1,011,098/ -0-
Clifford P. Loseke............ -0- -0- 59,550/16,200 570,706/37,231
Robert S. Snoozy.............. -0- -0- 39,300/16,200 299,925/37,231
</TABLE>
- ---------------
(1) Based on the difference between the closing sale price of the Common Stock
on August 31, 1999 and the related option exercise price.
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 monthly benefits are $-0-,
$-0-, $585 and $-0- for Messrs. Enriquez, Karsk, Loseke and Snoozy,
respectively. Mr. Parker will be entitled to a monthly retirement benefit of
$16,989.58 beginning January 1, 2001 which shall continue until his death.
Thereafter, his surviving spouse will receive a monthly benefit of $8,494.79
until her death, unless his surviving spouse is more than 10 years younger than
Mr. Parker, in which case such survivor benefits will terminate after 15 years.
In the event of a change of control of the Company, Mr. Parker (or his surviving
spouse) may elect a lump-sum benefit option.
EMPLOYMENT AGREEMENTS
In connection with Mr. Parker's decision to retire as President and Chief
Executive Officer of the Company, the Company and Mr. Parker have entered into a
new agreement, dated December 1, 1999 (the "New Agreement") that supercedes Mr.
Parker's previous employment agreement. Under the New Agreement, Mr. Parker will
continue to serve as President and Chief Executive Officer of the Company until
a successor is selected by the Board of Directors or August 31, 2000, whichever
occurs earlier. After that time, Mr. Parker will continue to serve as a
consultant to the Company until August 31, 2002. Under the New Agreement, Mr.
Parker will continue to receive his base salary of $367,047 per year through
August 31, 2000 as well as other fringe benefits provided in the Company's
employee benefit programs. Mr. Parker will also be
7
<PAGE> 10
entitled to receive deferred supplemental compensation of $200,000 earned by him
for fiscal year 1999 which will be paid to him on September 1, 2000 if he
remains as a consultant to the Company on that date. Stock options and
restricted stock awards previously made to Mr. Parker will continue to vest as
long as he remains a consultant to the Company. However, Mr. Parker is not
eligible to earn any future bonuses or supplemental compensation, to receive
awards or grants of stock options or restricted stock, to participate in the
Corporation's Salaried Severance program or to accrue additional benefits under
the Company's Supplemental Retirement Plan. From September 1, 2000 until August
31, 2002, the Company will pay Mr. Parker a consulting fee of $367,047 per year.
From September 1, 2002 until August 31, 2004, the Corporation will pay Mr.
Parker a non-compete fee of $367,047 per year which will be reduced to $115,000
per year from September 1, 2004 to August 31, 2006. During the term of the New
Agreement, the Company will also reimburse Mr. Parker up to $25,000 per year for
premiums for medical and dental insurance and for the cost of an annual medical
check-up and provide $250,000 of term life insurance coverage for Mr. Parker.
These additional benefits will terminate if Mr. Parker becomes eligible to
obtain similar benefits as a result of other full-time employment. The Company
has also agreed to pay remaining premiums on certain split-dollar life insurance
policies which are owned by Mr. Parker.
The Company has entered into employment agreements with Messrs. Enriquez,
Karsk, Loseke and Snoozy that provide for the payment of a base salary and the
opportunity for a performance bonus award. Each employment agreement also
provides that such officers will be eligible to receive restricted Common Stock,
options to purchase Common Stock and certain fringe benefits provided in the
Company's employee benefit programs. The employment agreements with Messrs.
Enriquez, Karsk, Loseke and Snoozy each expire on August 31, 2000. If the
Company terminates any such officer's employment without cause, as defined in
the employment agreements, such officer will 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 his employment agreement or
compensation equal to 250% of his average gross compensation under each
respective agreement. If there were a change in control, as defined in the
employment agreements, each such officer will be entitled to receive a lump-sum
payment equal to the balance of his salary plus all bonuses and incentives
through the end of the term of the employment agreement plus additional
compensation equal to 250% 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 four independent 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 executives' financial interests with those of
shareholders. The Compensation Committee, as it deems appropriate, utilizes
independent 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 bonuses, 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 the base salary levels for executive officers with
comparable positions and responsibilities in other
8
<PAGE> 11
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 cash bonus based
primarily upon the executive's individual performance considering qualitative
and/or quantitative factors, including the performance of the operating and
staff organization for which the executive officer is responsible. As an example
of quantitative factors having a role in determining an executive officer's
bonus, executive officers with sales responsibilities earn a bonus if specific
sales and margin goals are obtained. If performance for the year is below
certain targeted levels, there would be only a nominal cash bonus earned. As
specific quantitative goals are met or exceeded, the executive officer may earn
a progressively larger cash bonus up to a stated maximum. Qualitative factors,
such as the overall performance of the individual executive officer, are
considered to arrive at the executive officer's total cash bonus for the year.
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 1999 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 1999,
the Compensation Committee considered the Company's financial performance and
corporate accomplishments as well as more subjective factors, such as
implementation of the Company's plan to enhance shareholder value. Mr. Parker's
salary has remained at the same level for the last three fiscal years. With
respect to bonuses and other incentive compensation, the Compensation Committee
reviewed objective criteria established in the Company's 1999 internal plan. As
each of these goal were either met or exceeded, Mr. Parker was awarded a bonus
of $200,000 and 50,625 shares of restricted stock (which vest on September 1,
2001) for 1999. Additionally, on September 1, 2000, Mr. Parker will be entitled
to receive deferred supplemental compensation of $200,000 relating to his fiscal
1999 employment. These are the maximum awards available under the employment
agreement that was in place with Mr. Parker during fiscal 1999.
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. The current
tax law imposes an annual, individual limit of $1 million on the deductibility
of the Company's compensation payments to the chief executive officer and to the
four most highly compensated executive officers other than the chief executive
officer. Specified compensation is excluded for this purpose, including
performance-based compensation, provided that certain conditions are satisfied.
The Committee has determined to preserve, to the maximum extent practicable, the
deductibility of all compensation payments to the Company's executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During fiscal
1999 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.
Howard G. Buffett, Chairman
Vaughn L. Beals, Jr.
John W. Croghan
Michael N. Christodolou
9
<PAGE> 12
STOCK PERFORMANCE GRAPH
This stock performance graph is not deemed to be "soliciting material" or
"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 this stock performance graph 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.
The following stock performance graph is a comparison of the Cumulative
Total Return on the Company's Common Stock over the five-year period ending
August 31, 1999, with the Cumulative Total Return on the S&P Smallcap 600 Index
and the S&P Machinery (Diversified)-500.
[LINE GRAPH OF STOCK PERFORMANCE]
<TABLE>
<CAPTION>
Lindsay Machinery S&P Smallcap
Manufacturing Co. (Diversified)-500 600 Index
<S> <C> <C> <C>
Aug-94 100 100 100
Aug-95 119.99 114.91 122.43
Aug-96 203.02 128.2 138.7
Aug-97 307.78 196.29 185.98
Aug-98 239.4 139.68 151.97
Aug-99 205.46 189.25 188.74
</TABLE>
Source: S&P Compustat
Base year = 100: 8/31/94
RATIFICATION OF APPOINTMENT OF AUDITOR
PricewaterhouseCoopers LLP, 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, 2000. 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
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING
AUGUST 31, 2000.
Representatives of PricewaterhouseCoopers LLP 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
December 31, 1999. 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
10
<PAGE> 13
December 31, 1999. Only stockholders of record as of November 28, 1999 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 and form of proxy
relating to its next annual meeting, stockholder proposals must be submitted by
August 22, 2000 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.
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. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by shareholders for consideration at the Annual Meeting if the
Company did not receive written notice of the matter on or before December 31,
1999.
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. The Company has incorporated portions of its Annual
Report into this Proxy Statement as indicated herein. 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
/S/ BRUCE C. KARSK
--------------------------------------
Bruce C. Karsk, Secretary
Lindsay, Nebraska
December 20, 1999
11
<PAGE> 14
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 JANUARY 25, 2000 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 Tuesday,
January 25, 2000, at 8:30 a.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
[ ] FOR nominee listed below, [ ] WITHHOLD AUTHORITY to vote
for term to expire in 2003 for nominee listed below
Larry H. Cunningham
- --------------------------------------------------------------------------------
2. AUDITORS. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the fiscal year ending August 31, 2000.
<TABLE>
<S> <C> <C>
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
3. To vote, in its discretion, upon any other business that may properly come
before the Annual Meeting or any adjournment thereof of which management did not
have written notice of on December 31, 1999.
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)
<PAGE> 15
(continued from other side)
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 January 25, 2000 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.
Dated:
----------------------------------
------------------------------------
(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.
