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 Section 240.14a-11(c) or Section 240.14a-12
ROANOKE ELECTRIC STEEL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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>
[LOGO] ROANOKE ELECTRIC STEEL CORPORATION
P.O. BOX 13948
ROANOKE, VIRGINIA 24038-3948
December 29, 1997
DEAR SHAREHOLDER:
The Annual Meeting of Shareholders of Roanoke Electric
Steel Corporation will be held at 10:00 a.m. on Tuesday,
February 17, 1998, in the Auditorium of the American Electric
Power Company Building, 40 Franklin Road, S.W., Roanoke,
Virginia. Enclosed you will find the formal Notice, Proxy and
Proxy Statement detailing the matters which will be acted
upon.
WE URGE YOU TO SIGN AND DATE THE PROXY, AND RETURN IT AS
SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. SHOULD
YOU DECIDE TO ATTEND THE MEETING AND VOTE IN PERSON, YOU MAY
WITHDRAW YOUR PROXY.
We appreciate your continued interest and investment in
Roanoke Electric Steel Corporation.
Sincerely,
/s/ Donald G. Smith
-----------------------------
DONALD G. SMITH
CHAIRMAN AND CEO
<PAGE>
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ROANOKE ELECTRIC STEEL CORPORATION:
NOTICE is hereby given that the 1998 Annual Meeting of
Shareholders of Roanoke Electric Steel Corporation (the
"Company") will be held in the Auditorium of the American
Electric Power Company Building, 40 Franklin Road, S.W.,
Roanoke, Virginia, on Tuesday, February 17, 1998, at 10:00
a.m., local time, for the following purposes:
1. To elect two Class B directors to serve until the
Annual Meeting of Shareholders in 2001, and, in the
case of each director, until his successor is duly
elected and qualifed; and
2. To transact such other business as may properly come
before the Meeting, or any adjournments thereof.
Only shareholders of record at the close of business on
December 9, 1997, are entitled to notice of and to vote at the
Annual Meeting, or any adjournments thereof.
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY CARD IN THE RETURN ENVELOPE PROVIDED. YOUR
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS EXERCISE, AND IF
YOU ARE PRESENT AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY
AND VOTE IN PERSON IF YOU SO DESIRE.
By Order of the Board of
Directors
/s/ Thomas J. Crawford
-------------------------------
THOMAS J. CRAWFORD
ASSISTANT VICE PRESIDENT
AND SECRETARY
December 29, 1997
<PAGE>
[LOGO] ROANOKE ELECTRIC STEEL CORPORATION
P.O. BOX 13948
ROANOKE, VIRGINIA 24038-3948
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
The solicitation of the enclosed 1998 proxy is made by and on behalf of the
Board of Directors (the "Board") of Roanoke Electric Steel Corporation (the
"Company") to be used at the 1998 Annual Meeting of Shareholders to be held on
Tuesday, February 17, 1998, at 10:00 a.m., local time, in the Auditorium of the
American Electric Power Company Building, 40 Franklin Road, S.W., Roanoke,
Virginia, and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. The approximate mailing
date of the Proxy Statement and the accompanying proxy is December 29, 1997.
The cost of the solicitation of proxies will be borne by the Company.
Solicitations will be made only by the use of the mails, except that, if
necessary, officers, directors and regular employees of the Company, or its
affiliates, may make solicitations of proxies by telephone, telegram or personal
calls. No additional compensation will be paid by the Company to such officers,
directors and regular employees for such solicitation assistance. It is
contemplated that brokerage houses and nominees will be requested to forward the
proxy solicitation material to the beneficial owners of the stock held of record
by such persons, and the Company will reimburse them for reasonable charges and
expenses in this connection.
All properly executed proxies delivered pursuant to this solicitation will
be voted at the Annual Meeting in accordance with any instructions thereon. Any
person signing and mailing the enclosed proxy may, nevertheless, revoke the
proxy at any time prior to the actual voting thereof by attending the Annual
Meeting and voting in person, by submitting a signed proxy bearing a later date
or by written notice of revocation of the proxy sent to the Corporate Secretary
of the Company, P.O. Box 13948, Roanoke, Virginia 24038-3948.
The Annual Report to Shareholders, including the financial statements for
the year ended October 31, 1997, reported upon by Deloitte & Touche LLP, is
being mailed concurrently with this Proxy Statement, but should not be
considered proxy solicitation material.
As of December 9, 1997, the Company had outstanding 7,474,147 shares of
common stock, each of which is entitled to one vote at the Annual Meeting. Only
shareholders of record at the close of business on December 9, 1997, will be
entitled to vote at the Annual Meeting or any adjournments thereof.
A majority of votes entitled to be cast on matters to be considered at the
Annual Meeting constitutes a quorum. If a share is represented for any purpose
at the Annual Meeting, it is deemed to be present for purposes of establishing a
quorum. Abstentions and shares held of record by a broker or its nominee
("Broker Shares") which are voted on any matter are included in determining the
number of votes present or represented at the Annual Meeting. Conversely, Broker
Shares that are not voted on any matter will not be included in determining
whether a quorum is present. If a quorum is established, directors will be
elected by a plurality of the votes cast by shares entitled to vote at the
Annual Meeting. Votes that are withheld and Broker Shares that are not voted
will not be included in determining the number of votes cast.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of December 9, 1997, information with
respect to the known beneficial owners of more than five percent of the
outstanding common stock of the Company. Unless otherwise noted in the footnotes
to the table, the named beneficial owners have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL BENEFICIALLY OF
OWNER OWNED CLASS
- ------------------------------------------ ---------------- -------
<S> <C> <C>
Bass Management Trust and Related Parties 507,300(1) 6.8%
c/o W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, TX 76102
Dimensional Fund Advisors Inc. 511,500(2) 6.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Sarah Hancock McClain 634,646 8.5%
3912 Bosworth Drive, S.W.
Roanoke, VA 24014
Elizabeth H. Muse 644,274 8.6%
Twelve O'Clock Knob Road
Roanoke, VA 24018
</TABLE>
- ---------------
(1) Information is based on a Schedule 13D, dated July 2, 1997, filed by The
Bass Management Trust, Perry R. Bass, Nancy L. Bass, Sid R. Bass Management
Trust, Sid R. Bass, Lee M. Bass, Edward P. Bass, Thomas M. Taylor & Co.,
Thomas M. Taylor, Wesley Guylay Capital Management, L.P., and Wesley Richard
Guylay, disclosing voting and investment power held by such persons.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 511,500 shares as of
September 30, 1997, all of which are held in portfolios of DFA Investment
Dimensions Group Inc. (the "Fund"), a registered open-end investment
company, or in series of The DFA Investment Trust Company (the "Trust"), a
Delaware business trust, or the DFA Group Trust and the DFA Participating
Group Trust, investment vehicles for qualified employee benefit plans, all
of which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares. Dimensional has sole voting power
of 376,800 shares. Officers of Dimensional also serve as officers of the
Fund and the Trust and vote 42,700 shares owned by the Fund and 92,000
shares owned by the Trust.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of December 9, 1997, certain information
regarding the beneficial ownership of the common stock of the Company by each
director and nominee, each named executive officer, and directors, nominees and
executive officers as a group. Unless otherwise noted in the footnotes to the
table, the named persons have sole voting and investment power with respect to
all outstanding shares of common stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL
OWNER AND NUMBER OF SHARES OF COMMON STOCK PERCENT
PERSONS IN GROUP BENEFICIALLY OWNED OF CLASS
- ------------------------------------------------ ---------------------- --------
<S> <C> <C>
Frank A. Boxley 102,801(1) 1.4%
T. A. Carter 2,500(2) *
George B. Cartledge, Jr. 31,729(3) *
Thomas J. Crawford 14,548(4) *
Donald R. Higgins 22,535(5) *
George W. Logan 135,300(6) 1.8%
Charles I. Lunsford, II 13,551(7) *
John E. Morris 21,575(8) *
William L. Neal 29,846 *
Thomas L. Robertson 11,150(9) *
Donald G. Smith 81,068(10) 1.1%
Paul E. Torgersen 16,000(11) *
John D. Wilson 1,991(12) *
All directors, nominees and executive
officers as a group (13 persons) 484,594(13) 6.4%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 57,271 shares held in the name of Mr. Boxley's spouse and 1,000
shares which Mr. Boxley has the right to acquire through the exercise of
stock options.
(2) Includes 1,500 shares held in the name of Mr. Carter's spouse and 1,000
shares which Mr. Carter has the right to acquire through the exercise of
stock options.
(3) Includes 843 shares held in the name of Mr. Cartledge's spouse, 1,686
shares held in custodian accounts for the benefit of Mr. Cartledge's
children and 1,000 shares which Mr. Cartledge has the right to acquire
through the exercise of stock options.
(4) Includes 6,000 shares which Mr. Crawford has the right to acquire through
the exercise of stock options.
(5) Includes 900 shares held in the name of Mr. Higgins' spouse and 5,000
shares which Mr. Higgins has the right to acquire through the exercise of
stock options.
(6) Includes 300 shares held in the name of Mr. Logan's spouse and 15,000
shares held in a custodian account for the benefit of Mr. Logan's son.
(7) Includes 1,054 shares held in custodian accounts for the benefit of Mr.
Lunsford's children and 1,000 shares which Mr. Lunsford has the right to
acquire through the exercise of stock options.
(8) Includes 10,000 shares which Mr. Morris has the right to acquire through
the exercise of stock options.
(9) Includes 1,000 shares which Mr. Robertson has the right to acquire through
the exercise of stock options.
(10) Includes 23,500 shares which Mr. Smith has the right to acquire through the
exercise of stock options.
(11) Includes 15,000 shares held in the name of Dr. Torgersen's spouse and 1,000
shares which Dr. Torgersen has the right to acquire through the exercise of
stock options.
(12) Includes 1,000 shares which Dr. Wilson has the right to acquire through the
exercise of stock options.
(13) Includes 51,500 shares which directors and executive officers have the
right to acquire through the exercise of stock options.
3
<PAGE>
PROPOSAL NO. 1 ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes (A, B and C)
with staggered three-year terms. The current term of office of the Class B
directors expires at the 1998 Annual Meeting of Shareholders. The terms of the
Class C and A directors will expire in 1999 and 2000, respectively.
There are two Class B directors, Frank A. Boxley and George W. Logan, each
of whom has been nominated for reelection by the Board of Directors. Mr. Logan
was appointed a director by the Board on April 15, 1997, to serve until the 1998
Annual Meeting.
It is the intention of the persons named as proxies, unless instructed
otherwise, to vote for the election of each of the two nominees set forth below.
Each nominee has agreed to serve if elected. If any nominee shall unexpectedly
be unable to serve, the shares represented by all valid proxies will be voted
for the remaining nominees and such other person or persons as may be designated
by the Board. At this time, the Board knows of no reason why any nominee might
be unable to serve. The Class B nominees will serve for a three-year term until
the 2001 Annual Meeting and until their successors are elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
DIRECTORS.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following information, including the principal occupation during the
past five years, is given with respect to the directors and nominees for
election to the Board at the 1998 Annual Meeting of Shareholders.
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR
AND CERTAIN OTHER DIRECTORSHIPS SINCE
------------------------------- ---------
<S> <C>
NOMINEES FOR DIRECTOR
CLASS B
(SERVING UNTIL 2001 ANNUAL MEETING)
FRANK A. BOXLEY (64). President, Southwest Construction, Inc., a general contractor. 1993
GEORGE W. LOGAN (52). Chairman, Valley Financial Corporation, a holding company for Valley Bank, N.A., a 1997
general commercial and retail banking business, since 1994; Chairman, Warsaw Industrial Centers, a
developer of commercial distribution warehouses. Director, Valley Financial Corporation.
DIRECTORS CONTINUING IN OFFICE
CLASS C
(SERVING UNTIL 1999 ANNUAL MEETING)
CHARLES I. LUNSFORD, II (57). Chairman, Chas. Lunsford Sons & Associates, a general insurance brokerage 1978
firm and agency.
PAUL E. TORGERSEN (66). President, Virginia Polytechnic Institute and State University since January, 1986
1994. Prior thereto, President, Virginia Tech Corporate Research Center, Inc.
JOHN D. WILSON (66). Retired since May, 1995. Prior thereto, President, Washington and Lee University. 1987
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR
AND CERTAIN OTHER DIRECTORSHIPS SINCE
------------------------------- ---------
DIRECTORS CONTINUING IN OFFICE
CLASS A
(SERVING UNTIL 2000 ANNUAL MEETING)
<S> <C>
GEORGE B. CARTLEDGE, JR. (56). President, Grand Piano & Furniture Company, Inc., a retailer of home and 1991
office furnishings.
THOMAS L. ROBERTSON (54). President and Chief Executive Officer, Carilion Health System, a regional 1992
provider of healthcare services. Director, Roanoke Gas Company.
DONALD G. SMITH (62). Chairman of the Board, President, Treasurer and Chief Executive Officer of the 1984
Company. Director, American Electric Power Company, Inc.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS OF THE BOARD
The Board of Directors held twelve meetings during fiscal 1997. All
directors attended 75% or more of the total number of meetings of the Board and
the committees of the Board on which they served.
DIRECTOR COMPENSATION
Each director of the Company receives a $9,000 annual retainer plus $750
for each Board meeting attended. In addition, non-employee directors receive a
fee of $500 for each committee meeting attended. Directors not residing in
Roanoke, Virginia, are reimbursed for actual travel expenses to attend Board and
committee meetings.
On February 18, 1997, the Company implemented a Non-Employee Director Stock
Option Plan (the "Directors' Plan") pursuant to which each non-employee director
was granted an option to purchase 1,000 shares of common stock of the Company,
subject to certain adjustments provided for under the Directors' Plan, at $15.75
per share, the fair market value of the common stock on the date of grant.
Pursuant to the Directors' Plan, each non-employee director who is then a member
of the Board will also be granted an option to purchase an additional 1,000
shares of common stock on February 17, 1998, at the fair market value on such
date, with a term of ten years and subject to similar adjustments provided for
in the Director's Plan. Future non-employee directors are eligible for
participation in the Directors' Plan. In all instances, the total underlying
shares issuable pursuant to options granted to any individual non-employee
director under the Directors' Plan is limited to a maximum of 2,000 shares, with
a maximum aggregate of 25,000 shares issuable under the Directors' Plan.
DIRECTORS' RETIREMENT PLAN
The Board adopted, effective as of January 24, 1989, an unfunded directors'
retirement plan, whereby eligible directors of the Company will receive a
monthly benefit following retirement from the Board. A director is eligible
after five years of service as a director and will be paid an amount equal to
the retainer fee being paid to then current members of the Board for a period
corresponding in duration with the participant's years of service as a director
of the Company, or such longer or shorter period as the Board may determine. In
all cases, payment of benefits will cease upon the death of the participant.
COMMITTEES OF THE BOARD
The Board of Directors of the Company has standing Executive, Audit, Profit
Sharing Plan and Compensation and Stock Option Committees. The respective
membership on and functions of such committees are set forth below. The Board
has no standing Nominating Committee.
5
<PAGE>
The Executive Committee of the Board is composed of directors Smith
(Chairman), Cartledge, Robertson and Torgersen. This Committee is authorized to
act, between meetings of the Board, in the place and stead of the Board, except
with respect to matters reserved for the Board by Virginia law or by resolution
of the Board. The Executive Committee met twelve times in fiscal 1997.
The Audit Committee of the Board is composed of directors Robertson
(Chairman) and Torgersen and retiring director Carter. The functions of the
Audit Committee include reviewing the accounting principles and procedures
employed by the Company, reviewing annual and interim reports of the Company and
the independent public accountants of the Company, reviewing significant
financial information, reviewing the Company's system of internal controls,
reviewing all related party transactions and recommending the selection of the
independent public accountants. The Audit Committee met twice in fiscal 1997.
The Profit Sharing Plan Committee of the Board is composed of directors
Lunsford (Chairman) and Smith. The Committee meets quarterly to administer the
Employees' Profit Sharing Plan of the Company, including making amendments
thereto and issuing rulings or interpretations thereunder. The Profit Sharing
Plan Committee met four times in fiscal 1997.
The Compensation and Stock Option Committee of the Board is composed of
directors Cartledge (Chairman), Boxley, Lunsford and Wilson. The Committee meets
as necessary to oversee the Company's compensation and benefit practices,
recommend to the full Board the compensation arrangements for the Company's
senior officers, administer the Company's executive compensation plans and
administer and consider awards under the Company's Employees' Stock Option Plan.
The Compensation and Stock Option Committee met twice in fiscal 1997.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table provides certain summary information for the fiscal
years ended October 31, 1997, 1996 and 1995 concerning the compensation of the
Company's Chief Executive Officer and each of the other executive officers of
the Company whose total annual compensation and bonus in fiscal 1997 exceeded
$100,000 (hereinafter referred to as the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION(1) UNDERLYING ALL OTHER
NAME AND ------------------------------------ OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) (#) ($)(3)
- -------------------------------------- ---- --------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Donald G. Smith 1997 216,333 656,690 18,750 24,541
Chairman, President, 1996 184,667 531,087 18,750 21,935
Treasurer and CEO 1995 166,500 692,366 7,500 25,073
Donald R. Higgins 1997 108,000 210,926 5,000 22,724
Vice President-Sales 1996 94,667 189,674 5,000 20,132
1995 88,000 247,273 3,000 23,253
John E. Morris 1997 107,000 210,926 5,000 22,914
Vice President-Finance 1996 93,667 189,674 5,000 20,331
and Assistant Treasurer 1995 87,000 247,273 3,000 23,440
Thomas J. Crawford 1997 93,000 126,555 3,500 22,165
Assistant Vice President and 1996 79,667 113,804 2,500 19,593
Corporate Secretary 1995 73,000 148,364 2,250 22,690
</TABLE>
- ---------------
(1) None of the Named Executive Officers received perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of the total of his
salary and bonus reported in the above table.
(2) Represents incentive compensation paid according to the incentive
compensation program, as described in the Compensation and Stock Option
Committee Report on Executive Compensation.
(3) Includes for 1997 (i) vested contributions from the Profit Sharing Plan of
the Company and its subsidiaries, and (ii) employer paid insurance premiums,
respectively, for the Named Executive Officers as follows: Mr. Smith,
$21,773 and $2,768; Mr. Higgins, $21,660 and $1,064; Mr. Morris, $21,575 and
$1,339; and Mr. Crawford, $21,490 and $675.
7
<PAGE>
The following table sets forth information regarding stock options granted
to each of the Named Executive Officers during the fiscal year ended October 31,
1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS MARKET GRANT DATE VALUE
SECURITIES GRANTED TO EXERCISE PRICE ON ----------------
UNDERLYING EMPLOYEES OR BASE DATE OF GRANT DATE
OPTIONS IN FISCAL PRICE(1) GRANT EXPIRATION PRESENT
NAME GRANTED(#) YEAR ($/SHARE) ($/SHARE) DATE VALUE($)(2)
- ------------------- ---------- ---------- --------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Donald G. Smith 18,750 25.0 13.3875 15.75 2/18/02 109,325
Donald R. Higgins 5,000 6.7 13.3875 15.75 2/18/02 29,153
John E. Morris 5,000 6.7 13.3875 15.75 2/18/02 29,153
Thomas J. Crawford 3,500 4.7 13.3875 15.75 2/18/02 20,407
</TABLE>
- ---------------
(1) The exercise price of the options granted is equal to 85% of the closing
sales price of the Company's common stock on the Nasdaq National Market on
the date of grant. Options generally expire five years from the date of
grant.
(2) Based on a grant date present value of $5.83 per option share, which was
derived using the Black-Scholes option pricing model in accordance with the
rules and regulations of the Securities and Exchange Commission and is not
intended to forecast future appreciation of the Company's stock price. The
Black-Scholes model was used with the following assumptions: market price on
grant date of $15.75 per share; an option exercise date of February 18,
2002; a risk-free rate of return of 5.71%; a dividend yield of 2.90%; and
expected volatility of 37.33%. No adjustments are made for risk of
forfeiture or non-transferability.
The following table sets forth information regarding stock options
exercised by each of the Named Executive Officers during the fiscal year ended
October 31, 1997 and the value of unexercised options held by such persons on
October 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END (#) FY-END ($)
ACQUIRED ON ------------- -------------
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Donald G. Smith 14,000 115,525 23,500/0 150,709/0
Donald R. Higgins 2,500 11,125 5,000/0 30,563/0
John E. Morris 3,000 15,175 10,000/0 68,563/0
Thomas J. Crawford 2,250 11,381 6,000/0 40,394/0
</TABLE>
8
<PAGE>
CHANGE IN CONTROL ARRANGEMENTS
On August 20, 1996, the Board of Directors adopted executive severance
agreements designed to serve the best interests of the Company and its
shareholders. The purpose of the agreements is (i) to insure that the
shareholders' interest is protected during negotiations relating to possible
business combination transactions by placing the executives responsible for
negotiations in an objective, impartial position; and (ii) to encourage key
managers to remain with the Company to run the Company's business. All of the
persons named in the Summary Compensation Table have executed executive
severance agreements, and, upon termination of their employment with the Company
for any reason (other than death, retirement, cause, disability or voluntary
termination for other than good reason) within three years of that change in
control, would be entitled to benefits from the Company, including, but not
limited to, (i) a cash payment in an amount equal to 2.99 times their respective
annual compensation; and (ii) continuation of their usual executive benefits for
up to three years after termination.
The executive severance agreements define a "change in control" as a
transaction that would be required to be reported in response to Item 1(a) of
the Current Report on Form 8-K under the Securities Exchange Act of 1934,
including, without limitation, (i) any person, entity or group becoming the
beneficial owner, directly or indirectly, of the securities of the Company
representing 20% or more of the combined voting power of the Company, or (ii)
the individuals who on the date of the executive severance agreement constitute
the Board of Directors ceasing for any reason to constitute at least a majority
of the Board unless the election or the nomination for election by the Company's
shareholders of each new director was approved by a vote of at least 75% of the
incumbent directors then still in office.
9
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors is comprised of four non-employee directors, none of whom are
eligible to participate in any of the compensation plans administered by the
Committee. The Committee is generally charged with overseeing the Company's
compensation and benefit practices, making determinations regarding the award of
stock options to the Company's executive officers and other employees under the
Company's Employees' Stock Option Plan (the "Option Plan") and providing
recommendations to the full Board on the salary, incentives and other
compensation of the Company's senior officers.
COMPENSATION PROGRAM. The Company's executive compensation program is
designed to attract and retain qualified executives, to support a longstanding
internal culture of loyalty and dedication to the interests of the Company and
to reward its executives for short and long-term operating results and
individual contributions which enhance the value of shareholders' investment in
the Company. Compensation of the executive officers, including the Chief
Executive Officer, has been structured and administered so that a substantial
component of total compensation is dependent upon, and directly related to, the
Company's earnings, growth and profitability. Salaries are set at levels which
in general are less than amounts paid by competitors, with the incentive
compensation program (described below) providing an opportunity for executives
to earn competitive levels of total cash compensation. The Company's executive
compensation program encourages executives to increase profitability and
shareholder value.
BASE SALARY. Base salaries for executive officers for 1997 were recommended
by the Committee and approved by the Board of Directors. The amount of base
salary for executive officers other than the Chief Executive Officer is
recommended to the Committee by the Chief Executive Officer, based on his
evaluation of the executive's performance and contribution to the Company's
overall results and current and projected economic conditions. The base salary
recommendation for the Chief Executive Officer is determined separately by the
Committee after reviewing the Chief Executive Officer's performance, the overall
results of the Company and the economic climate. In recommending the base
salaries for both the Chief Executive Officer and the other executive officers,
the Committee also considers the salaries paid to the chief executive officers
and executive officers of other companies, as well as inflation and cost of
living factors. The salaries of the Named Executive Officers are listed in the
Summary Compensation Table. The Named Executive Officers received increases in
base salary in March 1997 as follows: Mr. Smith, $35,000; Mr. Higgins, $15,000;
Mr. Morris, $15,000; and Mr. Crawford, $15,000.
INCENTIVE COMPENSATION PROGRAM. The Company's incentive compensation
program, which was established in 1958, has insured that a portion of the total
compensation of the executive officers is at risk with respect to the
profitability of the Company. The purpose of the incentive program is to
directly link a significant portion of executive compensation to Company
profitability, which will motivate executives to increase profitability and will
reward executives with respect to the Company's success. The emphasis on
incentive compensation for executives is consistent with the pay-for-performance
policy applied throughout the Company. The Committee believes this approach
provides competitive compensation and is in the best interests of the Company
and its shareholders. Under the program, a percentage of the consolidated
monthly gross profits, before profit sharing and taxes, of the Company may be
distributed to Company officers. At October 31, 1997, the incentive percentages
being paid to Messrs. Smith, Higgins, Morris and Crawford totaled 3.625% of the
consolidated monthly gross profits, before profit sharing and taxes, of the
Company. The percentage of incentive compensation to be received by each
executive officer, if any, is approved annually by the Board, upon
recommendation of the Committee, using the same procedures and criteria that are
applied in determining base salary. The Committee
10
<PAGE>
determines the percentage to be awarded to the Chief Executive Officer. The
percentages for the other executive officers are recommended by the Chief
Executive Officer and are reviewed and approved by the Committee. Incentives
earned by the Named Executive Officers are listed in the Summary Compensation
Table. The incentive compensation percentage for Mr. Smith increased by 0.25% in
March, 1997, while the other Named Executive Officers received no increase in
incentive compensation percentage in 1997.
STOCK OPTIONS. Stock options awarded under the Option Plan are used as
incentives for individual and Company performance and to foster stock ownership
by Company executives and other employees. The Compensation and Stock Option
Committee has sole responsibility for determining all awards of stock options
under the Option Plan, including awards to the Company's executive officers, and
for establishing the terms and exercise periods (not to exceed five years) of
such options, the requisite conditions for exercise and the amounts of the
awards. Under the Option Plan, the option price is 85% of the closing per share
sales price of the Company's common stock on the date of grant. In awarding
options to executive officers, the Compensation and Stock Option Committee
considers the factors set forth above, as well as the individual's current
shareholdings in the Company. The Compensation and Stock Option Committee
currently reviews and determines each year the frequency, timing, number, or
size of option grants to executive officers and other employees of the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. In determining the
compensation of the Chief Executive Officer, the Committee is guided by the
policies and programs described above, Company performance and competitive
practices. The primary factor underlying this arrangement is the Company's
emphasis on tying a substantial portion of executives' total compensation to the
Company's performance. The amount of total cash compensation of the Chief
Executive Officer fluctuates depending on the profitability of the Company. As
mentioned previously, the base salary for the Chief Executive Officer increased
by $35,000 and the incentive compensation percentage increased by 0.25% in
March, 1997.
SUBMITTED BY THE COMPENSATION AND STOCK OPTION COMMITTEE:
George B. Cartledge, Jr., Chairman
Frank A. Boxley
Charles I. Lunsford, II
John D. Wilson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee consists of Messrs. Cartledge,
Lunsford, Wilson and Boxley. Mr. Lunsford is Chairman of Chas. Lunsford Sons &
Associates, a firm which acts as agent and broker for numerous insurance
companies and associations. The Company and its subsidiaries paid premiums
totalling $1,801,032 to the firm during fiscal 1997. The transactions were
effected on terms as favorable to the Company and its subsidiaries as could have
been obtained from other sources of similar insurance coverage.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1996, the Company entered into an arrangement with William L.
Neal, a director of the Company and former President of John W. Hancock, Jr.,
Inc., whereby Mr. Neal has agreed to provide consultation and advisory services
to the Company and its subsidiaries. The arrangement will continue in effect
until terminated by either party. During fiscal 1997, Mr. Neal received $72,349
under this arrangement.
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's common stock with the cumulative total
returns on the Standard & Poor's 500 Composite Stock Index (the "S&P 500") and
the Standard & Poor's Iron and Steel Index (the "S&P Iron and Steel") for the
five year period commencing on October 31, 1992 and ending on October 31, 1997.
These comparisons assume the investment of $100 in the Company's common stock
and each of the indices on October 31, 1992 and the reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG THE ROANOKE ELECTRIC STEEL CORPORATION, THE S&P 500 INDEX
AND THE S&P IRON & STEEL INDEX
[GRAPH]
<TABLE>
<CAPTION>
10/92 10/93 10/94 10/95 10/96 10/97
Dollars
<S> <C>
Roanoke Electric Steel Corporation 100 138 178 256 242 348
S&P 500 100 115 119 151 187 247
S&P Iron & Steel 100 151 169 129 121 144
</TABLE>
*$100 INVESTED ON 10/31/92 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING OCTOBER 31.
12
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants are selected annually by the
Board upon recommendation of the Audit Committee. The public accounting firm of
Deloitte & Touche LLP has been retained by the Company as the independent public
accountants for fiscal year 1998. It is expected that a representative of that
firm will be present at the shareholders' meeting and will have the opportunity
to make a statement and respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received by the Company, addressed to the
attention of the Corporate Secretary, at its principal executive offices, 102
Westside Boulevard, N.W., Roanoke, Virginia 24017, no later than August 31,
1998, in order to be considered for inclusion in the Proxy Statement relating to
that meeting.
MISCELLANEOUS
All properly executed proxies received by the Company will be voted at the
Annual Meeting in accordance with the specifications contained thereon.
The Board knows of no other matter which may properly come before the
Annual Meeting for action. However, if any other matter does properly come
before the Annual Meeting, the persons named in the enclosed proxy intend to
vote in accordance with their judgment upon such matter.
By Order of the Board of Directors
/s/ Thomas J. Crawford
--------------------------------
THOMAS J. CRAWFORD
ASSISTANT VICE PRESIDENT
AND SECRETARY
13
<PAGE>
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
ROANOKE ELECTRIC STEEL CORPORATION
Mark box at right if an address change has been noted on the reverse side of
this card. [ ]
RECORD DATE SHARES:
1. To elect two Class B directors to serve until the Annual Meeting of
Shareholders in 2001 and, in the case of each director, until his
successor is duly elected and qualified.
For All Nominees [ ] Withhold [ ] For All Except [ ]
Frank A. Boxley
George W. Logan
_______________________________________________________________________
Instruction: To withhold authority to vote for any nominee, mark the
"For All Except" box and write that nominee's name on the line above.
2. In their discretion, upon such other matters as may properly come before
the meeting and any adjournments thereof.
Please be sure to sign and date this Proxy.
Date ____________________________________
Shareholder sign here __________________ Co-owner sign here __________________
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement dated December 29, 1997.
DETACH CARD DETACH CARD
ROANOKE ELECTRIC STEEL CORPORATION
Dear Shareholder,
Please take note of the important information enclosed with this Proxy
Ballot, which covers in detail the matters to be acted upon at the
Annual Meeting of Shareholders.
To assure that your shares are represented at the Annual Meeting, please
complete, date, sign, and mail as soon as possible the detached card
above in the enclosed postage paid envelope. Your vote counts, and we
strongly encourage you to exercise your rights as a shareholder.
Thank you for your prompt attention to these matters, and we appreicate
your continued interest in Roanoke Electric Steel Corporation.
Sincerely,
Roanoke Electric Steel Corporation
<PAGE>
ROANOKE ELECTRIC STEEL CORPORATION
Proxy for Annual Meeting of Shareholders
February 17, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald G. Smith, John E. Morris and
Thomas J. Crawford, or any of them who shall act, proxies for and with
all the powers of the undersigned, each with powers of substitution, to
vote all shares of the common stock of Roanoke Electric Steel
Corporation registered in the name of the undersigned at the Annual
Meeting of Shareholders of said Corporation to be held in the auditorium
of the American Electric Power Company Building, 40 Franklin Road, S.W.,
Roanoke, Virginia, on February 17, 1998, at 10:00 a.m., local time, and
at all adjournments thereof, on all matters set forth in the Notice and
accompanying Proxy Statement for said meeting, a copy of which has been
received by the undersigned, as follows on the reverse side of this
card.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his
or her title.
HAS YOUR ADDRESS CHANGED?
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
