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 under Rule 14a-12
VULCAN INTERNATIONAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-1(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:
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
1
<PAGE>
VULCAN INTERNATIONAL CORPORATION
300 Delaware Avenue
Wilmington, Delaware 19801
Notice of Annual Meeting of Shareholders
To Be Held May 3, 2000
The Annual Meeting of Shareholders of Vulcan International Corporation
will be held at 1151 E. College St., Clarksville, Tennessee on
Wednesday May 3, 2000 at 11 a.m. for the following purposes:
1. To elect Directors.
2. To vote upon a proposed amendment to the By-laws of the
Company whereby the number of Directors of the Company would
be reduced from seven (7) to six (6) and whereby the Board of
Directors would have the authority thereafter to set the
number of Directors of the Company at not less than five (5)
nor more than nine (9).
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has established the close of business on March
22, 2000 as the record date for determining those shareholders who will
be entitled to vote at the meeting.
Wilmington, Delaware BY ORDER OF THE BOARD OF DIRECTORS
March 23, 2000 VERNON E. BACHMAN, SECRETARY
PLEASE READ THE PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE. YOU CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION BY RETURNING YOUR PROXY CARD PROMPTLY.
2
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of and at the
cost of Vulcan International Corporation (the "Company"). Under the
Delaware statutes, any shareholder may revoke a proxy by voting in
person at the meeting or by delivering a later dated proxy or other
writing revoking the proxy before it is voted at the meeting.
The Board of Directors has established as the record date for
determining shareholders entitled to notice and to vote at the meeting,
the close of business March 22, 2000.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company, as of February 1, 2000 had outstanding 1,108,905 shares of
common capital stock, each of which is entitled to one vote. There are
no other voting or equity securities outstanding. There is set forth
below information with respect to the stock ownership of any person who
is known to be the beneficial owner of more than 5% of the Company's
common stock and the stock ownership of management as of February 1,
2000.
HOLDERS OF 5% OR MORE
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
- - - - - - - - - - - - - - - - - ------------------------------------------------------------------------
Dimensional Fund Advisors, Inc. Directly Owned: 63,199
1299 Ocean Avenue Indirectly Owned:
Santa Monica, CA 90401 Total Owned 63,199 5.7%
William T. Crutchfield Directly Owned: 52,995
7655 Foxgate Lane Indirectly Owned: 6,102
Cincinnati, OH 45243 Total Owned: 59,097 5.3%
Deliaan A. Gettler (1) Directly Owned: 3,100
9200 Old Indian Hill Rd. Indirectly Owned: 378,372(1)
Cincinnati, OH 45243 Total Owned: 381,472 34.4%
Lloyd I. Miller III Directly Owned: 91,215
4550 Gordon Dr. Indirectly Owned: 7,000
Naples, FL 33940 Total Owned: 98,215 8.9%
[FN]
(1) Deliaan A. Gettler is the wife of Benjamin Gettler, Chairman of the
Board and President of the Company. Mr. Gettler owns 31,915 shares
directly and 11,728 shares indirectly. Mrs. Gettler is trustee of
the Gettler Family Special 1997 Trust which owns 330,000 shares and
holds 4,729 shares as custodian for Benjamin R. Gettler, son of Mr.
and Mrs. Gettler.
</FN>
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The total number of equity securities of the Company owned by all
directors and officers of the Company as a group (8) as of February 1,
2000 is set forth below:
Amount and Nature of Beneficial Ownership Percent of Class
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
Directly Owned: 126,765
Indirectly Owned: 352,559
Total Owned: 479,324 43.2%
The share ownership of each of the directors and nominees is set forth
below under the heading Election of Directors.
CHANGE IN NUMBER OF DIRECTORS
Article II, Section 1 of the current By-laws provides as follows:
"The Board of Directors shall consist of nine (9)
members unless changed at a meeting of shareholders
called for the purposes of electing directors, at which
a quorum is present, by the affirmative vote of the
holders of a majority of shares which are represented at
the meeting and entitled to vote on such proposal;
provided, nevertheless, that the Board of Directors may
at any meeting of the board at which a quorum is
present, by a majority vote, set the number of directors
at not less than seven (7) nor more than eleven (11);
provided, further, that such power to change the number
of directors by action of the Board of Directors may not
remove any director prior to the expiration of a
director's term of office."
At a meeting of the Board of Directors held on February 24, 1997, a
resolution was adopted pursuant to which the number of directors was
set at seven. There are currently seven (7) directors serving. One
director is retiring. The board believes that, at this time, a six (6)
member board is sufficient to serve the needs of the Company and
shareholders. Accordingly, the Board has adopted a resolution and
proposes that the By-laws be amended to reduce the number of directors
from seven (7) to six (6) at this Shareholders' meeting and to give the
Board the authority subsequently to change the number of directors to
not less than five (5) nor more than nine (9). If the recommendation
is adopted, Article II, Section 1 would be deleted in its entirety and
the following substituted in its place:
4
<PAGE>
"The Board of Directors shall consist of six (6) members
unless changed at a meeting of shareholders called for the
purposes of electing Directors, at which a quorum is
present, by the affirmative vote of the holders of a
majority of shares which are represented at the meeting and
entitled to vote on such proposal; provided, nevertheless,
that the Board of Directors may at any meeting of the Board
at which a quorum is present, by a majority vote, set the
number of Directors at not less than five (5) nor more than
nine (9); provided, further, that such power to change the
number of Directors by action of the Board of Directors may
not remove any Director prior to the expiration of a
Director's term of office."
ELECTION OF DIRECTORS
The shares represented by the proxies will be voted for the election of the
six (6) nominees listed below, each of whom is presently a Director. If
any such nominee shall be unable to serve (which is not now contemplated)
discretionary authority may be exercised to vote for a substitute. The
terms of all of the present Directors expire upon the election of their
successors in 2000. The following information is given with respect to the
six (6) nominees based upon the records of the Company and information
furnished by each nominee as of February 1, 2000.
<TABLE>
NOMINEES
<CAPTION>
Number of
First Shares Owned
Name and Became Directly or Percent
Principal Occupation Age Director In Indirectly (1) Owned
- - - - - - - - - - - - - - - - - ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leonard Aconsky 69 l993 5,800 (2)
Consultant to and director
of Acotech Services, a
consulting firm on building
life safety systems; retired
in 1993 as Vice-President and
World-Wide Technical
Coordinator WITCO, a manufacturer
of specialty chemical products;
Director, Vulcan Corporation,
operating subsidiary of Company
5
<PAGE>
Dennis J. Buckley 51 1991 90 (2)
General Counsel, Vulcan
International Corporation and
Subsidiaries
William T. Crutchfield 76 1963 59,097 5.3%
Retired Vice President
Thomson McKinnon Securities, Inc.
Investment Services
Benjamin Gettler (3)(4) 74 1960 381,472 34.4%
Chairman of the Board and
President Vulcan International
Corporation and its operating
subsidiary company, Vulcan
Corporation
Thomas D. Gettler, Esq. (4) 41 1992 12,106 1.1%
Attorney
Stanley I. Rafalo, O.D. (4) 75 1975 28,043 2.5%
Doctor of Optometry
<FN>
(1) This report of share ownership is pursuant to Securities & Exchange
Commission regulations and, therefore, includes shares of close
family members residing in nominees' households for which shares
Directors disclaim beneficial ownership.
(2) Ownership is less than 1%.
(3) The number of shares shown include shares owned directly and
indirectly by Deliaan A. Gettler, his wife, and shares referred to
in footnote (4) below. Mr. Gettler disclaims beneficial ownership
of any of those shares.
(4) The number of shares shown as owned directly by Stanley I. Rafalo
includes 9,043 shares of common capital stock of the Company held by
him as a trustee of various trusts for the benefit of persons
related to Benjamin Gettler.
</FN>
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation and stock option awards for
the last three fiscal years, and other annual compensation and all other
compensation for 1999, to the Chief Executive Officer who was the only
executive officer whose compensation exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------------------- ------------
Other
Annual
Name and Year Salary Bonus Compen- Options/ All other
Principal Position sation SARs Compensation
($) (#) (1)
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin Gettler
Chairman of the
Board and President 1999 $275,000 $25,000 0 50,000(2) $13,000
1998 275,000 25,000 0 0 13,000
1997 275,000 25,500 0 0 12,750
<FN>
(1) Director and Executive Committee Fees.
(2) Mr. Gettler did not exercise any options in 1999. At the end of 1999,
there were options on 50,000 shares outstanding at a price of $31.00
per share.
</FN>
</TABLE>
STOCK OPTION PLAN
The Vulcan International Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Company in 1991. The purpose of the
Plan is to provide additional incentives in order that the Company may retain
key personnel. The Plan provides for the granting of options to purchase
7
<PAGE>
totaling not more than 300,000 shares of common stock from the Company's
treasury shares of which 127,000 have not previously been granted. The Plan
is administered by a Stock Option Committee consisting of not less than three
(3) Directors of the Corporation who are not eligible to receive options
under the Plan. The current Committee consists of Directors Crutchfield,
Rafalo and Aconsky. The Committee determines the key employees to whom the
options are granted, the term of the option and the number of shares of each
grant subject to the option. The option price is such price as may be
determined by the Board of Directors. Each option continues for the period
determined by the Committee, which shall be not less than one (1) year or
more than three (3) years from the date of its grant. The Plan provides that
each key employee to whom an option is granted shall as a condition of his
right to exercise such option, agree to remain in the continuous employment
of the Company for a period of at least two years from the date of exercise
of the option, unless he is prevented from doing so by death or disability.
Under the Plan, the Company has the option to repurchase shares from an
optionee who terminates employment prior to the expiration of the two-year
period.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Realizable
Value at
% of Total Assumed Annual
Options Rates
Number of Granted to Exercise of Stock Price
Options Employees or Base Appreciation
Granted in Fiscal Price Expiration for Option
Name (#/Sh) Year ($/Sh) Date 5% 10%
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin Gettler
Chairman of the
Board and President 50,000 100% $31.00 12/5/2002 $244,500 $513,050
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
None
8
<PAGE>
PENSIONS
Under the terms of the Company's retirement Plan for salaried employees,
salaried personnel are entitled to retire at age 65 with benefits computed on
the basis of salary and length of service. The maximum length of service
which can be taken into account is 30 years. The method of computing
benefits under the retirement plan is: the number of years of employment
multiplied by the sum of 1.0% of average monthly salary and .65% of such
salary in excess of Social Security covered compensation (all based on the
highest 60 consecutive monthly salaries). The aggregate contribution made
for the 1998-99 Plan year was $-0-. For purposes of the Plan, annual
compensation means a participant's W-2 earnings for federal income tax
purposes, excluding commissions and taxable fringe benefits. Mr. Gettler has
reached normal retirement age and has more than 30 years of service. Mr.
Gettler currently receives $148,586 per year from the Plan based upon his
selection of a joint and 100% survivor benefit.
PERFORMANCE GRAPH
5-YEAR CUMULATIVE TOTAL RETURN
COMPARISON OF VULCAN INTERNATIONAL CORPORATION WITH
AMEX MARKET INDEX AND PEER GROUP INDEX
(Graph submitted to SEC on Form SE on paper)
<TABLE>
FISCAL YEAR ENDING
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
VULCAN INTERNATIONAL
CORPORATION 100.00 128.48 188.54 246.01 221.00 206.57
CUSTOMER SELECTED STOCK LIST 100.00 136.01 157.34 197.17 158.17 92.94
AMEX MARKET INDEX 100.00 128.90 136.01 163.66 161.44 201.27
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
9
<PAGE>
COMPANIES COMPRISING THE PEER GROUP
The Company is a supplier to the shoe industry. Accordingly, the peer group
used in constructing the graph in the Proxy Statement showing the yearly
percentage change in cumulative total return has always included the complete
list of suppliers to the shoe industry provided by the Footwear Industries of
America, the industry association. Since the Company has expanded its
position as a manufacturer and supplier of foam products, in 1998 the Company
added to its peer group the Rogers Corp., which is a corporation listed on
the American Stock Exchange and which is in the business of processing and
selling foam products. Accordingly, the peer group for 1999 is:
Georgia Bonded Fibres
Goodyear Tire & Rubber Co.
Jaclyn Inc.
Katy Ind.
Lydall Inc.
Rogers Corp.
Vista Resources Inc.
Vulcan International Corporation
DIRECTORS' MEETINGS, COMMITTEE INFORMATION, FEES AND
OTHER DIRECTOR TRANSACTIONS
There were five (5) meetings of the Board of Directors in 1999. All
Directors attended at least 75% of the total number of Directors' meetings
and all Directors attended at least 75% of Committee meetings held by
committees on which they served.
The Board of Directors has established two standing committees, namely, an
Executive Committee and an Audit and Compensation Committee. The Executive
Committee currently consists of Directors Crutchfield, B. Gettler, Rafalo and
Buckley and has, in the interim between meetings of the Board of Directors,
all of the powers of the Board subject to certain limitations. There were
four (4) meetings of the Executive Committee in 1999.
The Audit and Compensation Committee currently consists of Messrs. Lewis,
Aconsky and Rafalo. The Audit and Compensation Committee reviews the
adequacy and sufficiency of the Company's accounting procedures, reviews a
report from the independent CPAs prior to the publication of the audited
financial statements and considers and recommends to the Board of Directors
the selection of the independent CPAs to examine the consolidated financial
statements of the Company for the next year. The Committee also reviews and
recommends the salary and bonus of the Company's chief executive officer.
The Audit and Compensation Committee had two meetings in 1999.
10
<PAGE>
The Company pays each of its Directors $8,000 per year as a director fee. In
addition, the members of the Executive Committee are paid $5,000 per year for
serving on that Committee. The members of the Audit and Compensation
Committee are paid $300 per meeting attended.
There is in effect a Resolution of the Board of Directors pursuant to which
any Director may purchase up to 25,000 treasury shares of company stock at
the lowest price for which a sale is made on the date of the exercise of
such election to purchase. In 1999, there were 22,799 shares purchased
pursuant to this Resolution.
During the year 1999, the Company and its subsidiary companies accrued a
total of $78,975 to the law firm of Gettler & Buckley for all legal services
to those companies and to Vulcan-Brunswick, a joint venture owned 50% by the
Company. None of those fees was for services of Benjamin Gettler. Directors
Benjamin Gettler and Dennis J. Buckley are members of Gettler & Buckley.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Committee's Compensation Policy
It is the policy of the Compensation Committee that the Company's Executive
Officers should be compensated in accordance with the responsibilities of
their position, and their performance in office. Included among the factors
considered by the Compensation Committee in carrying out such compensation
policies are the historical compensation paid officers of this Company and
the compensation paid to executives in similar positions in other companies
as well as the Company performance in the fiscal year in question compared to
prior fiscal years. The Compensation Committee reviews all relevant factors
relating to such performance, including the general economic climate and the
climate of the particular industries in which this Company is involved.
In carrying out the foregoing policies, the Compensation Committee also used
the factors and criteria set forth hereinafter in determining the annual
compensation of the Chief Executive Officer and President of the Company for
1999 and his salary for 2000. The position of Chief Executive Officer and
President is held by a single individual, Mr. Benjamin Gettler.
The Company currently has only one officer who is paid over $100,000 per year
compared to three such officers prior to Mr. Gettler assuming the position of
Chief Executive Officer and President following the death of then C.E.O.
Lloyd Miller in April, 1990. In the year preceding his death, Mr. Miller and
Mr. Gettler were paid a total of $497,000. The two offices were combined and
Mr. Gettler has carried out all of the duties of both offices.
11
<PAGE>
The Company suffered a loss in 1995. A number of strategic decisions were
made in early 1996 under the leadership of Mr. Gettler. As a result of those
strategic decisions and the follow-up required to execute those decisions,
the Company experienced a significant turnaround in subsequent periods. In
the first ten months of 1999, the Company has had an unaudited consolidated
net profit after tax of $950,854 on continuing operations. Additionally, in
1999, Mr. Gettler successfully negotiated the sale of the Walnut Ridge plant
to Jones & Vining. The net profit after tax on that sale was $988,845.
<TABLE>
During the past three years, Mr. Gettler's annual compensation has been as
follows:
<CAPTIONS>
Year Salary Bonus Total
---- ------ ----- -----
<C> <C> <C> <C>
1998 $275,000 $25,000 $300,000
1997 275,000 25,000 300,000
1996 225,000 64,500 289,500
</TABLE>
The Committee has determined that a bonus of $25,000 is appropriate for 1999
which will result in his total salary plus bonus being the same as in 1998.
The Committee also has determined to keep Mr. Gettler's base salary at the
same level in 2000 as in 1999, namely, $275,000.
Audit and Compensation Committee December 10, 1999
Leonard Aconsky James K. Lewis Stanley I. Rafalo Committee Members
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The principal accountant of the Company is J. D. Cloud & Co. L.L.P.,
certified public accountants. That firm has acted as the principal
accountant of the Company since 1956. At the meeting of the Board of
Directors following the May, 1999 meeting, the Board again selected that firm
to continue to serve as the Company's principal independent public
accountants. The practice of the Board of Directors in making a selection at
such meeting has been followed by the Company since 1956. The same practice
will be followed after the May, 2000 Annual Meeting of Shareholders.
Management is not aware of any intended change of principal independent
public accountants. Representatives of J. D. Cloud & Co. L.L.P. are not
expected to attend the Annual Meeting.
12
<PAGE>
PROPOSALS OF SECURITY HOLDERS
No shareholder proposals will be considered at this year's annual meeting.
In the event that any security holder intends to present a proposal at the
2001 annual meeting of the Company and such security holder desires that the
proposal be included in the Company's proxy statement and form of proxy
relating to that meeting, such proposal must be received by the Company by no
later than 4:30 P.M. December 1, 2000.
GENERAL
The Company, as of February 1, 2000 had outstanding 1,108,905 shares of
capital stock, each of which is entitled to one vote. The record date for
determining shareholders entitled to notice and to vote at the meeting is
close of business March 22, 2000.
The management knows of no other business to be brought before the meeting
for action by the shareholders. If any other matters properly come before
the meeting, the proxies in the enclosed form, unless otherwise specified,
will be voted on such matters in accordance with the judgment of the Proxy
Committee.
/s/BENJAMIN GETTLER
---------------------------
Chairman of the Board
and President
13
<PAGE>
VULCAN INTERNATIONAL CORPORATION
PROXY
The undersigned hereby appoints William T. Crutchfield, Dr. Stanley I.
Rafalo, and Dennis J. Buckley or any of them with full power of substitution,
as the proxies of the undersigned to vote at the Annual Meeting of
Shareholders of Vulcan International Corporation to be held on Wednesday, May
3, 2000 at 11:00 A.M. at 1151 E. College St., Clarksville, Tennessee, and at
any adjournment thereof, all the shares of stock of the Company the
undersigned would be entitled to vote if personally present, hereby granting
to each of them full power and authority to act for and in the name of the
undersigned at said meeting and adjournments upon the following:
(Continued on reverse side)
Please mark
your votes as
Indicated in
this example
(1) The election of Directors and all
nominees listed in the Proxy Statement
except as marked to the contrary below. (2) In their discretion, the
proxies are authorized
to vote upon such other
business as may properly
come before the meeting.
(INSTRUCTION: To withhold authority to
vote for any individual nominee
Or nominees, draw a line through that
nominee's name.)
GRANTS WITHHOLDS
Leonard Aconsky, Dennis J. Buckley, William T. Crutchfield,
Benjamin Gettler, Thomas D. Gettler, Stanley I. Rafalo, O.D.
(2) The proposal to reduce the number of members of that Board of Directors
from seven (7) to six (6) and to give the Board of Directors the authority to
change the number of directors from a minimum of five (5) to a maximum of
nine (9).
FOR AGAINST ABSTAINS
14
<PAGE>
THIS PROXY, SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED AS INSTRUCTED,
UNLESS OTHERWISE INDICATED. THIS PROXY
WILL BE PRESUMED TO BE GRANTS ON ITEM (1),
------
AND FOR ON ITEM (2).
---
Dated ,2000
---------------------------
--------------------------------
Signature
--------------------------------
Signature
(When signing in any other capacity
than as an Individual please so
indicate.)
15
