<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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
AUTOCAM CORPORATION
- - -------------------------------------------------------------------------------
(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] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
Autocam Logo
AUTOCAM CORPORATION
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1996
The Annual Meeting of the Shareholders of Autocam Corporation, a Michigan
corporation, will be held on Thursday, October 24, 1996 at 4:00 p.m. at
Rembrandt's At Bridgewater, 333 Bridge Street, N.W., Grand Rapids, Michigan
49504 for the following purposes:
1. To elect two members of the Board of Directors whose terms expire at the
Annual Meeting.
2. To consider and act upon the ratification of the selection of Deloitte &
Touche LLP as independent auditors for the Company for the fiscal year
ending June 30, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on September 4, 1996, are
entitled to notice of and to vote at the meeting or any adjournment or
adjournments thereof.
By Order of the Board of Directors
WARREN A. VELTMAN, Secretary
Grand Rapids, Michigan
September 17, 1996
EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. SHOULD YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR YOUR CONVENIENCE.
- - --------------------------------------------------------------------------------
<PAGE> 3
AUTOCAM CORPORATION
- - --------------------------------------------------------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1996
This Proxy Statement is being furnished to you by the Board of Directors of
Autocam Corporation, a Michigan corporation (the "Company"), of 4070 East Paris
Avenue, Kentwood, Michigan 49512 (Tel. No. 616-698-0707), in connection with the
Annual Meeting of Shareholders of the Company to be held on Thursday, October
24, 1996, at 4:00 p.m. at Rembrandt's At Bridgewater, 333 Bridge Street, N.W.,
Grand Rapids, Michigan 49504.
The solicitation of proxies is made primarily by this statement which is
first being mailed to shareholders on approximately September 17, 1996. If it is
necessary to assure adequate representation at the meeting, the Board of
Directors shall, if it deems it advisable, make a further solicitation by mail,
telephone, telegraph and/or personal interview. Any such solicitation will be
made by the officers or regular employees of the Company and its subsidiaries
and will be limited in extent. The total expense of soliciting proxies will be
borne by the Company. The Company may also reimburse brokers, dealers, banks,
voting trustees or other record holders for postage and other reasonable
expenses of forwarding proxy material to their principals who beneficially own
shares of the Company's stock.
The shares represented by your proxy will be voted if the proxy is duly
signed and returned prior to the meeting. You may revoke your proxy at any time
before it is exercised, provided that prior to exercise of the proxy, the
Secretary of the Company receives written notice of such revocation or such
revocation is made in open meeting.
The Board of Directors has fixed the close of business on September 4,
1996, as the record date for the determination of shareholders entitled to
notice of and to vote at said meeting. As of September 4, 1996, the Company's
outstanding voting securities consisted of 5,427,882 shares of common stock,
without par value. The common stock is entitled to one vote for each share and
there are no cumulative voting rights for the election of directors. The only
persons known by the Company to own five percent (5%) or more of the Company's
outstanding common stock are described in the section on "Principal
Shareholders" below. John C. Kennedy, beneficial owner of 59.6% of the Company's
outstanding common stock, intends to vote in favor of all proposals identified
in this Proxy Statement and, thus, passage of all proposals is assured.
ELECTION OF DIRECTORS
The Board of Directors presently consists of six members. The terms of two
directors, David J. Wagner and Jerry K. Myers, expire at this Annual Meeting.
They have agreed to stand for reelection and serve if elected. In the event any
nominee withdraws his name, which is not now anticipated, the persons named as
proxies reserve full discretion to vote for such other person or persons as may
be nominated.
Although it has no present plans to do so, the bylaws of the Company permit
the Board of Directors to increase its number and to fill the vacancies thus
created. However, the persons named in the enclosed proxy cannot vote the proxy
for more than two members of the Board.
1
<PAGE> 4
The Articles of Incorporation of the Company provide that the six Directors
are elected by classes, indicated by the table below, with terms expiring upon
election of their successors at the Annual Meeting of Shareholders following the
close of the Company's fiscal years 1996, 1997 and 1998, respectively. Thus, one
class of directors, consisting of two members are elected each year to serve for
a three-year term.
The table below identifies and provides certain information regarding each
of the existing directors and nominees and the class to which each Director is
now elected or is proposed to be elected at this meeting. The table below also
identifies and provides certain information regarding the executive officers and
certain key employees of the Company. The Company pays each director who is not
an employee a fee of $10,000 per year.
NOMINEES AS DIRECTORS
Class II -- Nominated for election at the meeting to serve until the Annual
Meeting of Shareholders in 1999 and until their successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL HAS SERVED AS
NAME OCCUPATION AGE DIRECTOR SINCE
---------------------------- --------------------------------------- ---- --------------
<S> <C> <C> <C>
David J. Wagner(1)(2)....... Chairman, President, Chief Executive 42 October 1991
Officer Old Kent Financial Corporation
Jerry K. Myers(1)........... Partner, Crobern Management Partnership 55 January 1993
</TABLE>
David J. Wagner has been Chairman since November 1995 and President and
Chief Executive Officer since March 1995 and was President since March, 1994 of
Old Kent Financial Corporation, a Michigan state bank holding company, and was
Chief Executive Officer of Old Kent Bank and Trust Company for more than the
preceding five years.
Jerry K. Myers has been a partner with the private investment firm of
Crobern Management Partnership since January, 1995. Since December, 1995, he has
served as Chairman of Medcor, Inc., a privately-held firm that provides on-site
occupational health services to businesses. He served as President and Chief
Executive Officer and a Director of Steelcase, Inc., a Michigan corporation
engaged in the manufacture and distribution of office furniture systems from
December 1990 until June 1994. For four years prior to that he served as
Executive Vice President of TRW, Inc. and General Manager of its automotive
sector. Mr. Myers serves as a director of APS Holding Corporation and TAB
Products Co.
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE ANNUAL MEETING
Class III -- To serve until the Annual Meeting of Shareholders in 1997 and
until their successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL HAS SERVED AS
NAME OCCUPATION AGE DIRECTOR SINCE
---------------------------- ---------------------------------------- ---- --------------
<S> <C> <C> <C>
John C. Kennedy(1).......... President, Chief Executive Officer of 38 April 1988
Company
Kenneth K. Rieth(2)......... President, Chief Executive Officer of 37 October 1991
Riviera Die & Tool, Inc.
</TABLE>
John C. Kennedy has been a Director and President of the Company since its
inception in April 1988. Mr. Kennedy graduated with a Bachelor of Science degree
in Accounting and Finance from the University of Detroit in 1979.
2
<PAGE> 5
Kenneth K. Rieth is a principal owner and for the past five years has been
a director and the President and Chief Executive Officer of Riviera Die & Tool,
Inc., a Michigan corporation engaged in the manufacture of sheet metal stamping
dies for the automotive industry.
Class I -- To serve until the Annual Meeting of Shareholders in 1998 and
until their successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL HAS SERVED AS
NAME OCCUPATION AGE DIRECTOR SINCE
---------------------------- --------------------------------------- ---- --------------
<S> <C> <C> <C>
Warren A. Veltman........... Secretary, Treasurer, Chief Financial 35 October 1991
Officer of Company
Robert L. Hooker(1)......... President, Mazda Great Lakes 66 January 1992
</TABLE>
Warren A. Veltman has been with the Company since November 1990 as the
Chief Financial Officer and Secretary/Treasurer since August 1991. Mr. Veltman
graduated in 1983 with a Bachelor of Business Administration degree from the
University of Michigan.
Robert L. Hooker has been President of Mazda Great Lakes, a Michigan
corporation engaged in the distribution of automobiles and related products, for
more than five years. Mr. Hooker serves as a director of Old Kent Bank and Trust
Company, a Michigan state banking corporation.
- - ---------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
KEY EMPLOYEES
<TABLE>
<CAPTION>
NAME POSITION WITH COMPANY AGE
------------------------------ ------------------------------------------------- ---
<S> <C> <C>
John G. Baird................. Technical Director 41
Jeffrey H. Colbert............ Manufacturing Manager -- California operations 36
Karl P. Cooper................ Engineering and Quality Systems Manager 34
Edward W. Hekman.............. New Process Development Manager 40
Thomas K. O'Mara.............. Sales and Marketing Manager 35
Terence R. Sheehan............ Manufacturing Manager -- Michigan operations 31
</TABLE>
John G. Baird has been with the Company as the Engineering Manager from its
inception to September 1993 when he became the Company's Technical Director. Mr.
Baird graduated in 1992 with a Bachelor of Science degree in Education from
Ferris State University.
Jeffrey H. Colbert has been with the Company since August 1994 as the
Manufacturing Manager of the Company's California operations. Prior to that
time, he was with New United Motor Manufacturing Inc. for more than the
preceding five years as a Training Manager, Production Manager, and Maintenance
Manager.
Karl P. Cooper has been with the Company since 1988, has been the Company's
Engineering and Quality Systems Manager since September 1995, and from May 1988
to August 1995 he was the Quality Assurance Manager. Mr. Cooper received a
Bachelor of Arts degree in Manufacturing Management from Central Michigan
University in 1985, and a Masters degree in Business Administration from the
University of Chicago in 1994.
Edward W. Hekman has been with the Company since 1988 and has served as the
Company's New Process Development Manager since September 1995 and from June
1990 to September 1993. He also served
3
<PAGE> 6
as the Company's Engineering Manager from September 1993 until August 1995. Mr.
Hekman received a Bachelor of Science in Mechanical Engineering from General
Motors Institute in 1978 and a Master's degree in Business Administration from
Harvard University in 1980 and was registered with the State of Michigan as a
Professional Engineer in 1984. Mr. Hekman is employed by the Company pursuant to
a ten year employment agreement which terminates on August 31, 2001.
Thomas K. O'Mara has been with the Company since November 1989 as the Sales
and Marketing Manager. Mr. O'Mara graduated in 1982 with a Bachelor of Science
degree in Marketing from Central Michigan University.
Terence R. Sheehan has been with the Company since June 1991, serving as
the Company's Manufacturing Manager since July 1993, and as a financial analyst
prior to that time. Mr. Sheehan graduated in 1988 with a Masters of Business
Administration from Michigan State University.
BOARD MEETINGS AND COMMITTEES
The Directors had five formal meetings during the past fiscal year. No
director attended less than 75% of directors meetings, including appropriate
committee meetings.
The Board of Directors has an audit committee which is responsible for
approving the services performed by the Company's independent public accountants
and reviewing and evaluating the Company's accounting principles, reporting
practices and systems of internal control. The current members of the committee
are Messrs. Rieth and Wagner. The committee held two formal meetings during the
last fiscal year.
The Board of Directors has a compensation committee which has the
responsibility of determining executive compensation and granting options
pursuant to the Company's 1991 incentive stock option plan. This committee
consisted of Messrs. Kennedy, Wagner, Hooker and Myers during fiscal 1996. The
committee met four times during the fiscal year.
The Company has no nominating committee the functions of which are
performed by the Board of Directors.
4
<PAGE> 7
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the persons who beneficially own more
than 5% of its Common Stock, by each Director and Executive Officer, and by all
officers and directors of the Company as a group, as of September 4, 1996.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS(1)
-------------------------------------------- -------------------- -------------------
<S> <C> <C>
John C. Kennedy(2)(3)....................... 3,235,851 59.6
Warren A. Veltman(2)(4)..................... 21,873 *
Robert L. Hooker(5)......................... 2,701 *
David J. Wagner............................. 551 *
Kenneth K. Rieth............................ 1,821 *
Jerry K. Myers.............................. 3,838 *
All officers and directors as a
group(2)(4)(5)
(6 persons)............................... 3,266,635 60.2
</TABLE>
- - ---------------
(1) An asterisk indicates beneficial ownership of less than 1% of the Class.
(2) Includes shares allocated to the individual accounts within the Company's
401(k) plan.
(3) The business address for Mr. Kennedy is 4070 East Paris Avenue, Kentwood,
Michigan 49512.
(4) Includes 19,800 shares of Common Stock which Mr. Veltman has the right to
acquire within 60 days of September 4, 1996 through the exercise of stock
options, and includes 910 shares owned by Mr. Veltman's spouse and over
which she exercises sole voting control. For purposes of calculating the
percentage of outstanding shares owned by Mr. Veltman and the group, these
shares are deemed to be owned by Mr. Veltman.
(5) Includes 743 shares over which Mr. Hooker has voting control in a fiduciary
capacity. For purposes of calculating the percentage of outstanding shares
owned by Mr. Hooker and the group, these shares are deemed to be owned by
Mr. Hooker.
5
<PAGE> 8
COMPENSATION COMMITTEE REPORT
The Company's compensation program for officers is administered by the
Compensation Committee of the Board of Directors which is currently composed of
all directors except Messrs. Veltman and Rieth.
Overall Officer Compensation Policy
The Company's compensation policy for executive officers is designed to
support the overall objective of enhancing value for shareholders by attracting,
developing, rewarding, and retaining highly qualified and productive
individuals; relating compensation to both Company and individual performance;
and ensuring compensation levels that are externally competitive and internally
equitable.
The key elements of the Company's officer compensation consist of base
salary, a maximum formula bonus for Mr. Kennedy, the Company's chief executive
officer, and a discretionary bonus and stock options for Mr. Veltman, the
Company's chief financial officer. The Compensation Committee's policies with
respect to each of these elements, including the bases for the compensation
awarded to Mr. Kennedy, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to the individual, including insurance and other benefits.
Base Salary
The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of responsibility,
experience, Company and individual performance as well as pay practices of other
companies relating to executives with similar responsibility.
With respect to the base salary of Mr. Kennedy in 1996, the Compensation
Committee took into account a comparison of base salaries of chief executive
officers of peer companies known to the members of the Committee, the Company's
continued financial success, and the assessment by the Compensation Committee of
Mr. Kennedy's individual performance. The Compensation Committee also took into
account the longevity of Mr. Kennedy's service to the Company and its belief
that Mr. Kennedy is an excellent representative of the Company to the public by
virtue of his stature in the community and the industry. Mr. Kennedy's base
salary was established by the Board of Directors in September 1991 and has been
continued since then. This base compensation consists of a regular payroll
payment of $150,000 per year and a split dollar arrangement for payment of
premiums on four (4) life insurance policies owned by Mr. Kennedy. Mr. Kennedy
pays the Company the portion of the premiums equal to the price of an equivalent
amount of term insurance. The benefit to Mr. Kennedy of premiums paid by the
Company is the interest-free use of the non-term portion of the premium. Such
benefit was estimated at $81,090 as the present value of the interest payments
not required to be made assuming Mr. Kennedy would not repay the non-term
portion until age 65, discounted at a market rate of 8.0%. (See Summary
Compensation Table, below). The Company has a lien on the cash value and
proceeds of each policy equal to the premium paid by the Company. This lien
amounted to $616,589 at June 30, 1996 and is carried as an officer receivable on
the books of the Company.
Bonus Awards
The Company's officers may be considered for annual cash bonuses which are
awarded to recognize and reward corporate and individual performance based on
meeting specified goals and objectives. The plan in effect for 1996 for Mr.
Kennedy provides that a bonus, not exceeding 3 1/2% of the Company's Income from
Operations before such bonus expense, will be awarded. This formula was
established by the Board of Directors in 1991 and has been continued. In
awarding a bonus to Mr. Kennedy, the board reviews compensation levels and
financial results available to it for chief executive officers for similarly
sized
6
<PAGE> 9
companies as well as those located near the Company's headquarters. Mr. Kennedy
sets Mr. Veltman's bonus based on his review of corporate and Mr. Veltman's
individual performance as well as the performance bonus the management team
awards to employees of the Company generally other than Messrs. Veltman and
Kennedy.
Stock Options
Under the Company's 1991 Incentive Stock Option Plan, which was approved by
the shareholders, stock options are granted to the Company's key employees
including Mr. Veltman but excluding Mr. Kennedy. The number of options granted
is determined by the subjective evaluation of the person's ability to influence
the Company's long-term growth and profitability.
Stock options are granted with an exercise price equal to the market price
of the Common Stock on the date of grant. In fiscal 1996, no new options were
granted to Mr. Veltman. Since the value of an option bears a direct relationship
to the Company's stock price, it is an effective incentive for employees to
create value for shareholders. The Committee therefore views stock options as an
important component of its compensation policy.
COMPENSATION COMMITTEE MEMBERS:
John C. Kennedy
Robert L. Hooker
David J. Wagner
Jerry K. Myers
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth the total compensation earned by each
executive officer during the fiscal years ended June 30, 1996, 1995, and 1994
for services rendered to the Company in all capacities during such years.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
-------------------------------------- AWARDS
NAME AND OTHER ------------
PRINCIPAL POSITION ANNUAL STOCK ALL OTHER
AT 06/30/96 YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)(2)(3)
- - ------------------------- ---- --------- -------- --------------- ------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
John C. Kennedy.......... 1996 150,000 205,047 6,136 82,090
Chairman, President and 1995 150,000 202,200 6,136 0 86,451
Chief Executive 1994 150,000 202,185 6,136 0 87,261
Officer(4)
Warren A. Veltman........ 1996 75,000 76,400 0 0 13,495
Secretary, Treasurer 1995 66,923 71,200 0 0 10,926
and Chief Financial 1994 60,000 62,350 0 10,500 10,482
Officer(5)
</TABLE>
- - ---------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the amount of which did not exceed the lesser of 10% of
annual salary plus bonus or $50,000 for each executive officer.
(2) Represents the benefit of the interest-free use of the non-term portion of
the premium paid by the Company on insurance policies owned by the
individual under Split Dollar arrangements. Such benefit was estimated as
the present value of the interest payments which are not required to be
made assuming the executive would not repay the non-term portion until age
65, discounted at a market rate of 8.0%. The portion of such premiums equal
to the price of equivalent amounts of term insurance are paid to the
Company by Messrs. Kennedy and Veltman, respectively.
(3) Includes $1,000 for each of Mr. Kennedy and Mr. Veltman contributed by the
Company to the 401(k) plan maintained by the Company for its employees
generally.
(4) Mr. Kennedy's current base compensation is $150,000 per annum. He is also
entitled to receive annual bonus compensation not greater than 3 1/2% of
the Company's Income from Operations prior to such bonus calculation.
(5) Mr. Veltman's current base compensation is $75,000 per annum.
Option Values at Fiscal Year End
The following table provides information on the value of options held by
each of the executive officers of the Company at June 30, 1996 measured in terms
of the closing price of the Company's common stock on that day. There were no
options exercised by any officer during the year.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
JUNE 30, 1996(#) JUNE 30, 1996
--------------------------------- ---------------------------------
NAME EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
- - --------------------------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Warren A. Veltman................ 19,800 4,200 $ 54,126 $ 3,864
</TABLE>
- - ---------------
(1) Includes 4,800 options which Mr. Veltman may exercise within sixty days of
September 4, 1996.
8
<PAGE> 11
Compensation Committee Interlocks and Insider Participation
Mr. Kennedy serves as President of the Company and Chief Executive Officer
and serves on the Board of Directors of Riviera Die & Tool, Inc., where Mr.
Rieth is president, CEO and also on the Board of Directors.
The Company has entered into three Stock Redemption Agreements
("Agreements") dated as of November 6, 1992, September 20, 1993, and August 1,
1996 with John C. Kennedy and Nancy G. Kennedy, his wife, in their individual
capacities and as Co-Trustees of the John C. Kennedy Living Trust u/a dated
February 14, 1986, as amended. The Agreements provide that upon the death of the
last to die of John C. Kennedy and Nancy G. Kennedy, the Company shall redeem up
to $18,000,000 of Common Stock in a redemption under Section 303 of the Internal
Revenue Code of 1986, as amended, in order to pay estate and inheritance taxes
and funeral and administrative expenses of the estate. It is the Company's
belief that these arrangements will avoid a potentially significant market price
impact that could result from the Kennedy estates needing to sell Company stock
in order to pay death taxes and expenses. Pursuant to the Agreements, the
Company maintains some life insurance policies in order to fund its obligations.
The Company leases certain real property and equipment from its majority
shareholder. At the beginning of fiscal year 1994, all such leases were on a
month-to-month basis. Effective May, 1994, the Company and its majority
shareholder executed a long term lease covering the equipment. The lease expires
May 31, 2001 and grants the Company an option to purchase the equipment at the
expiration of the term. Total lease expense for all items leased from the
majority shareholder was $351,000 for fiscal year 1996.
The Company leases a building at 4060 East Paris Avenue, S.E. in Grand
Rapids, Michigan adjacent to its primary facility, with approximately 100,000
square feet suitable for industrial use. Kenneth K. Rieth, directly or
indirectly through his spouse, owns a fifty percent (50%) interest in such
building. The lease expires in March of 2005 and contains an option to purchase
the facility for a fixed price of $3,125,000 at the expiration of the lease.
Rent under the lease is fixed at $25,000 per month for its entire term but will
be adjusted to reflect changes in the interest rate charged by the landlord's
mortgage lender. Currently, that rate is fixed until the year 2000. The Company
pays all taxes, maintenance, insurance and utilities. The Company subleases
approximately 75,000 square feet of this building on a month-to-month basis to
Conway Products Corporation ("Conway"), which is 100% owned by Mr. Kennedy, at a
monthly rental charge, plus occupancy expense, taxes, utilities and insurance of
approximately $231,500 in the aggregate during fiscal 1996.
Since September 1, 1993, the Company has made its aircraft available for
charter through, and purchased fuel for the aircraft from, AMR Executive Charter
of Grand Rapids, Inc. ("AMR"), a corporation wholly-owned by Mr. Kennedy until
November 8, 1995, at which time he disposed of AMR to an unrelated third party.
Prior to that date AMR chartered the aircraft in the course of its business to
its customers. When Mr. Kennedy used the aircraft through AMR the Company
charged AMR for the variable costs of operating the aircraft incurred by the
Company. From time to time after the sale of AMR, Mr. Kennedy has used the
aircraft for personal use and reimbursed the Company all variable costs
associated with each use. This reimbursement totaled approximately $10,900
during fiscal year 1996.
The Company paid approximately $68,900 to AMR during fiscal 1996 and prior
to November 8, 1995 for the purchase of fuel for its aircraft, which was
purchased at AMR's cost and charter payments for the use of other aircraft when
its aircraft was not available. AMR remitted approximately $96,000 to the
Company during the same period in connection with its chartering of the
Company's aircraft to others.
On May 12, 1995, the Company obtained an equipment loan from Old Kent Bank,
a division of Old Kent Financial Corporation of which Mr. Wagner is President
and Chief Executive Officer. At the end of fiscal 1996, the principal balance of
the note was $2,458,330, which amount was secured by certain equipment of the
9
<PAGE> 12
Company. The Company pays this obligation in monthly installments of $41,660
plus interest of 8.35% per annum.
The Company believes that all of the transactions described above were at
rents, prices and terms which were no less favorable to the Company than would
have been available in similar transactions with unaffiliated third parties. The
policy of the Company is that proposed transactions with affiliates of the
Company must have the prior approval of a majority of the disinterested members
of the Board of Directors and, as in prior transactions, will be made on terms
no less favorable to the Company than could be obtained from unaffiliated
parties.
10
<PAGE> 13
PERFORMANCE GRAPH
The following graph compares the cumulative total return of the Company's
Common Stock, for periods subsequent to its initial public offering, with the
Standard & Poor's 500 Composite Index and an index of peer companies selected by
the Company.
The corporations comprising the Company's 1996 peer group ("New Peer
Group") has been modified from the prior year peer group ("Old Peer Group") by
replacing The Allen Group, Inc. and Automotive Industries Holding, Inc. with
Newcor, Inc. and Sudbury, Inc. These modifications were made to replace a
company whose stock was no longer publicly traded and to improve the peer group
by including a company whose business line more closely resembles that of the
Company. Both the Old Peer Group and the New Peer Group are charted below for
reference this year.
The comparison assumes $100 was invested on October 29, 1991 (the date of
the Company's initial public offering) in the Company's Common Stock, the
Standard & Poor's 500 Composite Index, and the peer groups. The companies in the
New Peer Group, all of which are in the automotive parts industry, are as
follows:
Arvin Industries, Inc.
Dana Corp.
Defiance, Inc.
Douglas & Lomason Company
Excel Industries, Inc.
Federal Screw Works
Gentex Corp.
Howell Industries, Inc.
The Lamson & Sessions Company
MascoTech, Inc.
Modine Manufacturing Company
Newcor, Inc.
Redlaw Industries
Simpson Industries, Inc.
SPX Corp.
Sudbury, Inc.
Walbro Corp.
Worthington Industries, Inc.
<TABLE>
<CAPTION>
Standard &
Poor's 500
Measurement Period Autocam Composite New Peer Old Peer
(Fiscal Year Covered) Corporation Index Group Index Group Index
<S> <C> <C> <C> <C>
Base 100.00 100.00 100.00 100.00
1992 112.50 107.15 150.68 150.19
1993 136.51 121.75 203.08 206.14
1994 258.40 123.47 193.30 195.53
1995 208.39 155.65 202.56 211.23
1996 186.89 196.12 224.07 228.24
</TABLE>
11
<PAGE> 14
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected the public accounting
firm of Deloitte & Touche LLP to report on the Company's financial statements
for fiscal 1997, and the shareholders are being asked to ratify this selection.
Deloitte & Touche LLP has been the public accounting firm retained by the
Company since 1988. Deloitte & Touche LLP has indicated that a representative of
that firm will be present at the shareholders' meeting. Such representative
shall be given an opportunity to make a statement, if he or she so desires, and
it is expected that such representative will be available to respond to
appropriate questions presented at the meeting.
OTHER MATTERS
The Board of Directors knows of no other business to come before the
meeting. In the event that any other business not known or determined at this
time does come before the meeting, the persons named in the enclosed Proxy
intend to vote in accordance with their best judgment.
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and certain officers and persons who own ten percent (10%)
or more of the Company's common stock file with the SEC and the NASDAQ National
Market System initial reports of ownership and reports of changes in ownership
of Company Common Stock. These officers, directors and 10% shareholders are
required by SEC regulation to furnish the Company with copies of these reports.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 1996, all Section
16(a) requirements applicable to its officers, directors and 10% beneficial
owners were complied with.
VOTING OF PROXIES
Proxies which are signed and returned will be voted for the nominees named
above to serve until the Annual Meeting of Shareholders in 1999 unless authority
to vote upon the election of directors is withheld. Proxies will be voted as
specified by the shareholder either for or against ratification of the selection
of auditors. If no specification is given, Proxies will be voted for
ratification of the selection of auditors. Abstentions will be treated as shares
present for determining a quorum but unvoted for determining ratification of
auditors.
SHAREHOLDERS' PROPOSALS
FOR FISCAL 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Company's 1997
Annual Meeting must be received by the Company at 4070 East Paris Avenue,
Kentwood, Michigan 49512, no later than June 30, 1997, in order to be eligible
for inclusion in the Proxy Statement and form of Proxy relating to that meeting.
A shareholder who desires to submit any such proposal should refer to the
applicable rules and regulations of the Securities and Exchange Commission,
Washington, D.C. 20549.
12
<PAGE> 15
AVAILABILITY OF S.E.C. FORM 10-K
A copy of the Company's 10-K Annual Report, filed with the Securities and
Exchange Commission, is available without charge to shareholders by written
request to:
Warren A. Veltman
Autocam Corporation
4070 East Paris Avenue
Kentwood, Michigan 49512
13
<PAGE> 16
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except For Against Abstain
1. ELECTION OF DIRECTORS / / / / / / 2. RATIFICATION OF SELEC- / / / / / /
TION OF DELOITTE &
DAVID A. WAGNER TOUCHE LLP AS AUDITORS
JERRY K. MYERS FOR THE COMPANY FOR
THE FISCAL YEAR ENDING
If you not wish your shares voted "FOR" a particular nominee, JUNE 30, 1997.
mark the "For All Except" box and strike a line through the
nominee(s) name. Your shares will be voted for the remaining
nominee(s).
RECORD DATE SHARES:
Mark box at right if comments or address
change have been noted on the reverse side / /
_________________ of this card.
Please be sure to sign and date this Proxy. |Date |
_________________________________________________|_________________|
| | The undersigned hereby acknowledge receipt of
| | the Annual Report of the Company for its fiscal year
| | ended June 30, 1996, and Notice of Annual Meeting
|_______Shareholder sign here________________Co-owner sign here_____| of Shareholders and Proxy Statement dated
September 17, 1996.
DETACH AND
RETURN CARD
</TABLE>
<PAGE> 17
AUTOCAM CORPORATION
PROXY FOR ANNUAL MEETING OCTOBER 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints John C. Kennedy and
Warren A. Veltman and each or either of them, proxies with full power of
substitution, to vote all stock of Autocam Corporation, a Michigan corporation,
which the undersigned is entitled to vote at the Annual Meeting of the
Shareholders of the Company to be held at Rembrandt's At Bridgewater, 333
Bridge Street, N.W., Grand Rapids, Michigan 49504, on October 24, 1996, at
4:00 p.m. and at any adjournment.
IF YOU SIGN AND RETURN THIS PROXY, THE SHARES REPRESENTED HEREON WILL
BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF NOT OTHERWISE
SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS NOMINATED
AND THE RATIFICATION OF THE AUDITORS. THE PROXIES WILL VOTE IN ACCORDANCE WITH
THEIR BEST JUDGMENT ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
COMMENTS/ADDRESS CHANGE: _______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
