<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:
<TABLE>
<S> <C>
[ ] 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.
</TABLE>
LAYNE CHRISTENSEN COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
LAYNE CHRISTENSEN COMPANY
April 23, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Layne Christensen Company, to be held at the Hyatt Regency Crown Center
hotel, located at 2345 McGee Street, Kansas City, Missouri, on Thursday, May 27,
1999, commencing at 10:00 a.m., local time. The business to be conducted at the
meeting is described in the attached Notice of Annual Meeting and Proxy
Statement. In addition, there will be an opportunity to meet with members of
senior management and review the business and operations of the Company.
Your Board of Directors joins with me in urging you to attend the
meeting. Whether or not you plan to attend the meeting, however, please sign,
date and return the enclosed proxy card promptly. A prepaid return envelope is
provided for this purpose. You may revoke your proxy at any time before it is
exercised and it will not be used if you attend the meeting and prefer to vote
in person.
Sincerely yours,
/s/ A.B. Schmitt
A. B. Schmitt
President and Chief Executive Officer
<PAGE> 3
LAYNE CHRISTENSEN COMPANY
1900 SHAWNEE MISSION PARKWAY
MISSION WOODS, KANSAS 66205
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Layne
Christensen Company, a Delaware corporation ("Layne Christensen"), will be held
at the Hyatt Regency Crown Center hotel, located at 2345 McGee Street, Kansas
City, Missouri, on Thursday, May 27, 1999, commencing at 10:00 a.m., local time,
and thereafter as it may from time to time be adjourned, for the following
purposes:
1. To elect two Class I directors to hold office for terms
expiring at the 2002 Annual Meeting of the Stockholders of
Layne Christensen and until their successors are duly elected
and qualified or until their earlier death, retirement,
resignation or removal;
2. To consider and act upon ratification and approval of the
selection of the accounting firm of Deloitte & Touche LLP as
the independent auditors of Layne Christensen for the fiscal
year ending January 31, 2000; and
3. To transact such other business as may properly come before
the meeting and any adjournment or adjournments thereof.
The Board of Directors of Layne Christensen has fixed the close of
business on April 1, 1999, as the record date for determination of the
stockholders entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or adjournments thereof.
All stockholders are cordially invited to attend the meeting. Whether
or not you intend to be present at the meeting, the Board of Directors of Layne
Christensen solicits you to sign, date and return the enclosed proxy card
promptly. A prepaid return envelope is provided for this purpose. You may revoke
your proxy at any time before it is exercised and it will not be used if you
attend the meeting and prefer to vote in person. Your vote is important and all
stockholders are urged to be present in person or by proxy.
By Order of the Board of Directors
Kent B. Magill
Vice President--General Counsel
and Secretary
April 23, 1999
Mission Woods, Kansas
<PAGE> 4
LAYNE CHRISTENSEN COMPANY
1900 SHAWNEE MISSION PARKWAY
MISSION WOODS, KANSAS 66205
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 1999
-------------------------
INTRODUCTION
This Proxy Statement is being furnished to the stockholders of Layne
Christensen Company, a Delaware corporation ("Layne Christensen" or the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on Thursday, May 27, 1999, and at any adjournment or adjournments thereof
(the "Annual Meeting"). The Annual Meeting will commence at 10:00 a.m., local
time, and will be held at the Hyatt Regency Crown Center hotel, located at 2345
McGee Street, Kansas City, Missouri 64108.
This Proxy Statement and the enclosed form of proxy were first mailed
to the Company's stockholders on or about April 23, 1999.
PROXIES
You are requested to complete, date and sign the enclosed form of proxy
and return it promptly to the Company in the enclosed postage prepaid envelope.
Shares represented by properly executed proxies will, unless such proxies
previously have been revoked, be voted in accordance with the stockholders'
instructions indicated in the proxies. If no instructions are indicated, such
shares will be voted in favor of the election of the nominees for directors
named in this Proxy Statement, in favor of ratifying the selection of the
accounting firm of Deloitte & Touche LLP as the Company's independent auditors
for the current fiscal year, and, as to any other matter that properly may be
brought before the Annual Meeting, in accordance with the discretion and
judgment of the appointed proxies. A stockholder who has given a proxy may
revoke it at any time before it is exercised at the Annual Meeting by filing
written notice of revocation with the Secretary of the Company, by executing and
delivering to the Secretary of the Company a proxy bearing a later date, or by
appearing at the Annual Meeting and voting in person.
VOTING AT THE MEETING
For purposes of voting on the proposals described herein, the presence
in person or by proxy of stockholders holding a majority of the total
outstanding shares of the Company's common stock, $0.01 par value, shall
constitute a quorum at the Annual Meeting. Only holders of record of shares of
the Company's common stock as of the close of business on April 1, 1999 (the
"Record Date"), are entitled to notice of, and to vote at, the Annual Meeting or
any adjournment or adjournments thereof. As of the Record Date, 11,641,192
shares of the Company's common stock were outstanding and entitled to be voted
at the Annual Meeting. Each share of common stock is entitled to one vote on
each matter properly to come before the Annual Meeting.
Directors are elected by a plurality (a number greater than those cast
for any other candidates) of the votes cast, in person or by proxy, of
stockholders entitled to vote at the Annual Meeting for that purpose. The
affirmative vote of the holders of a majority of the shares of the Company's
common stock, represented in person or by proxy and entitled to vote at the
Annual Meeting, is required for (i) the ratification of the selection of
Deloitte & Touche
<PAGE> 5
LLP as the Company's independent auditors and (ii) the approval of such other
matters as properly may come before the Annual Meeting or any adjournment
thereof.
In accordance with Delaware law, a stockholder entitled to vote in the
election of directors can withhold authority to vote for all nominees for
directors or can withhold authority to vote for certain nominees for directors.
Votes withheld in connection with the election of one or more nominees for
director will not be counted as votes cast for such nominees. Abstentions from
the proposal to approve the ratification of the selection of the Company's
independent auditors are treated as votes against the proposal. Broker non-votes
on a proposal are treated as shares of Layne Christensen common stock as to
which voting power has been withheld by the respective beneficial holders and,
therefore, as shares not entitled to vote on the proposal as to which there is
the broker non-vote. Accordingly, broker non-votes are not counted for purposes
of determining whether a proposal has been approved.
SOLICITATION OF PROXIES
This solicitation of proxies for the Annual Meeting is being made by
the Company's Board of Directors. The Company will bear all costs of such
solicitation, including the cost of preparing and mailing this Proxy Statement
and the enclosed form of proxy. After the initial mailing of this Proxy
Statement, proxies may be solicited by mail, telephone, telegram, facsimile
transmission or personally by directors, officers, employees or agents of the
Company. Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward soliciting materials to beneficial owners of shares held of
record by them, and their reasonable out-of-pocket expenses, together with those
of the Company's transfer agent, will be paid by Layne Christensen.
A list of stockholders entitled to vote at the Annual Meeting will be
available for examination at least ten days prior to the date of the Annual
Meeting during normal business hours at 1201 Walnut Street, Suite 2800, Kansas
City, Missouri. The list also will be available at the Annual Meeting.
ITEM 1
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of six directors.
The Certificate of Incorporation of Layne Christensen divides the Board of
Directors into three classes of directors, with the directors serving staggered
terms of three years and until their respective successors are duly elected and
qualified or until their respective earlier death, retirement, resignation or
removal. The present terms of Donald K. Miller and Andrew B. Schmitt, Class I
directors, expire at this Annual Meeting. Directors in Class II (Robert J.
Dineen and Sheldon R. Erikson) and Class III (Todd A. Fisher and Edward A.
Gilhuly) have been elected to terms expiring at the time of the annual meetings
of stockholders in 2000 and 2001, respectively.
One of the purposes of this Annual Meeting is to elect two directors in
Class I to serve for three-year terms expiring at the Annual Meeting of
Stockholders in 2002 and until their successors are duly elected and qualified
or until their earlier death, retirement, resignation or removal. The Board of
Directors has designated Donald K. Miller and Andrew B. Schmitt as the nominees
proposed for election at the Annual Meeting. Unless authority to vote for the
nominees is withheld, it is intended that the shares represented by properly
executed proxies in the form enclosed will be voted for the election as
directors of the nominees. In the event that one or both of the nominees should
become unavailable for election, it is intended that the shares represented by
the proxies will be voted for the election of such substitute nominee as may be
designated by the Board of Directors, unless the authority to vote for the
nominee who has ceased to be a candidate has been withheld. The nominees have
indicated their willingness to serve as directors if elected, and the Board of
Directors has no reason to believe that the nominees will be unavailable for
election.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
DONALD K. MILLER AND ANDREW B. SCHMITT AS CLASS I DIRECTORS OF THE COMPANY.
2
<PAGE> 6
NOMINEES AND DIRECTORS CONTINUING IN OFFICE
The following table sets forth certain information with respect to the
persons nominated by the Board of Directors for election as Class I directors at
the Annual Meeting and each director whose term of office will continue after
the Annual Meeting.
<TABLE>
<CAPTION>
PRESENT POSITION DIRECTOR
NAME AGE WITH THE COMPANY SINCE
---- --- -------------------------- --------
<S> <C> <C> <C>
NOMINEES
CLASS I: TERM TO EXPIRE IN 2002
Donald K. Miller ................... 67 Director 1996
Andrew B. Schmitt................... 50 President, Chief Executive 1993
Officer and Director
DIRECTORS CONTINUING IN OFFICE
CLASS II: TERM TO EXPIRE IN 2000
Robert J. Dineen ................... 69 Chairman of the Board 1983
and Director
Sheldon R. Erikson ................. 57 Director 1997
CLASS III: TERM TO EXPIRE IN 2001
Todd A. Fisher ..................... 33 Director 1997
Edward A. Gilhuly .................. 39 Director 1992
</TABLE>
The business experience during the last five fiscal years of the
persons nominated by the Board of Directors for election as Class I directors at
the Annual Meeting and each director whose term of office will continue after
the Annual Meeting is as follows:
ROBERT J. DINEEN has served as Chairman of the Board of the Company
since August 1992. From May 1986 until his retirement in August 1993, Mr. Dineen
was President and Chief Executive Officer of The Marley Company, a manufacturer
and supplier of engineered equipment and services for heating, fluid handling,
control and treatment and heat exchange. Mr. Dineen is a director of Kansas City
Power & Light Company and Owens-Illinois, Inc.
SHELDON R. ERIKSON has been Chairman of the Board of Cooper Cameron
Corporation, a manufacturer of oil and gas pressure control equipment, gas
turbines, centrifugal gas and air compressors, integral and separable
reciprocating engines, compressors and turbochargers, since May 1996 and
President and Chief Executive Officer since January 1995. He was Chairman of the
Board from 1988 to April 1995 and President and Chief Executive Officer from
1987 to April 1995 of The Western Company of North America, an international
petroleum service company engaged in pressure pumping, well stimulating and
cementing and offshore drilling. Mr. Erikson is a director of Triton Energy
Corporation.
TODD A. FISHER has been an executive of Kohlberg Kravis Roberts & Co.,
L.P. ("KKR") since June 1993. From July 1992 to June 1993, Mr. Fisher was an
associate at Goldman, Sachs & Co. Mr. Fisher is also a member of the board of
directors of Accuride Corporation, Bristol West Insurance Group and Trinity
Acquisition plc (the parent company of Willis Corroon Group Limited).
EDWARD A. GILHULY is a managing director of Kohlberg Kravis Roberts &
Co. Ltd. and has been a member of KKR & Co. L.L.C., the general partner of KKR,
since 1996 and a general partner of KKR Associates, L.P. ("KKR Associates")
since 1995. During 1995, Mr. Gilhuly was a general partner of KKR. Prior to
1995, he was an executive of KKR and a limited partner of KKR Associates for
more than five years. Mr. Gilhuly is a director of Owens-Illinois, Inc. and
MedCath, Inc.
3
<PAGE> 7
DONALD K. MILLER. Mr. Miller has been President of Presbar Corporation,
a private firm engaged in merchant banking, since 1987 and was formerly Chairman
of Greylock Financial, Inc., a corporation engaged in similar activities, from
1987 to 1998. In addition, Mr. Miller has been since 1987 a special limited
partner of Greylock Investments Limited Partnership ("Greylock"), a limited
partnership engaged in making investments and a special limited partner in
subsequent Greylock investment partnerships. From November 1990 to April 1993
Mr. Miller was Chairman and Chief Executive Officer, and from April 1993 to
November 1994 Mr. Miller was Vice Chairman of Thomson Advisory Group L.P., an
asset management company. Mr. Miller served as Chairman of the Board of
Directors of Christensen Boyles Corporation ("CBC") from 1986 to December 1995.
Mr. Miller was involved in the formation of CBC and in the acquisition of Boyles
Bros. Drilling Company and Christensen Mining Products. He currently is on the
Board of Directors of Huffy Corporation and RPM, Inc. and has spent the majority
of his career in investment banking or as an investor focusing on a variety of
industries.
ANDREW B. SCHMITT has served as President and Chief Executive Officer
of the Company since October 1993. For approximately two years prior to joining
the Company, Mr. Schmitt managed two privately owned hydrostatic pump and motor
manufacturing companies and an oil and gas service company. He served as
President of the Tri-State Oil Tools Division of Baker Hughes Incorporated from
February 1988 to October 1991. Mr. Schmitt is a director of Unitog Company.
There is no arrangement or understanding between any director and any
other person pursuant to which such director was selected as a director of the
Company.
COMPENSATION OF DIRECTORS
Each director of the Company who is not also an employee of the Company
receives an annual fee of $17,500, payable in quarterly installments except that
the director may elect to defer receipt of the compensation in accordance with
the terms of the Company's Deferred Compensation Plan for Directors. Directors
of the Company who are also employees of the Company receive no compensation for
service to Layne Christensen as directors.
MEETINGS OF THE BOARD AND COMMITTEES
During the fiscal year ended January 31, 1999, the Board of Directors
of Layne Christensen held five meetings. All directors attended at least 80% of
the meetings of the Board of Directors and the committees of the Board of
Directors on which they served which were held during such fiscal year. It
should be noted that the Company's directors discharge their responsibilities
throughout the year, not only at such Board of Directors and committee meetings,
but through personal meetings and other communications with members of
management and others regarding matters of interest and concern to the Company.
Pursuant to the Company's Bylaws, the Board of Directors has
established Audit and Compensation Committees of the Board of Directors. There
currently is no Nominating Committee or committee performing similar functions
of the Board of Directors.
The Audit Committee assists the Board of Directors in fulfilling its
responsibilities with respect to the Company's accounting and financial
reporting practices and in addressing the scope and expense of audit and related
services provided by the Company's independent auditors. The Audit Committee is
responsible for recommending the appointment of the Company's independent
auditors and reviewing the terms of their engagement, reviewing the Company's
policies and procedures with respect to internal auditing, accounting and
financial controls and reviewing the scope and results of audits and any auditor
recommendations. The current members of the Audit Committee are Robert J.
Dineen, Donald K. Miller and Todd A. Fisher. The Audit Committee met once during
the fiscal year ended January 31, 1999.
The Compensation Committee reviews management compensation, evaluates
the performance of management, considers management succession and makes
recommendations to the Board of Directors regarding the compensation and
benefits of the Company's executive officers and the members of the Board of
Directors. The Compensation Committee also administers certain of the Company's
incentive plans, including the Company's Executive Incentive Compensation Plan.
The current members of the Compensation Committee are Robert J.
4
<PAGE> 8
Dineen, Edward A. Gilhuly and Sheldon R. Erikson. The Compensation Committee met
twice during the fiscal year ended January 31, 1999, in addition to personal
meetings and other communications conducted throughout the year with members of
management and each other regarding compensation issues within the committee's
area of responsibility.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ended January 31,
1999, January 31, 1998, and January 31, 1997, respectively, the compensation of
the Company's chief executive officer and of each of the Company's four other
most highly compensated executive officers whose remuneration for the fiscal
year ended January 31, 1999, exceeded $100,000 (collectively, the "Named
Executive Officers") for services to the Company and its subsidiaries in all
capacities:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
----------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------------- --------------------- -----------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS(1) COMPENSATION(2)(3) AWARDS SARS PAYOUTS COMPENSATION(4)
POSITION YEAR ($) ($) ($) ($) # ($) ($)
- -------------------------- ---- -------- -------- ----------------- ---------- --------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew B. Schmitt 1999 314,423 0 0 0 50,000 0 7,514
President, Chief Executive 1998 294,071 123,000 0 0 0 0 12,402
Officer and Director 1997 275,000 144,779 0 0 50,000 0 14,858
H. Edward Coleman 1999 181,538 0 1,453 0 15,000 0 14,319
Senior Vice President1998 167,820 55,000 1,398 0 0 0 14,786
1997 158,333 59,228 1,706 0 23,000 0 16,910
Norman E. Mehlhorn 1999 181,538 0 0 0 15,000 0 7,200
Senior Vice President 1998 167,820 55,000 0 0 0 0 11,937
1997 161,833 61,597 1,138 0 23,000 0 15,517
Eric R. Despain 1999 156,308 0 0 0 25,000 0 6,220
Senior Vice President 1998 133,494 45,000 0 0 0 0 8,902
1997 125,000 49,357 0 0 0 0 8,514
Jerry W. Fanska 1999 150,000 0 1,273 0 25,000 0 8,737
Vice President--Finance 1998 133,494 47,000 1,208 0 0 0 10,587
and Treasurer 1997 116,250 43,434 1,493 0 23,000 0 12,263
</TABLE>
- ----------------
(1) Reflects bonuses earned for the fiscal years ended January 31, 1999,
1998 and 1997 respectively.
(2) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation exceeds the lesser of either $50,000 or 10% of the
total of annual salary and bonus reported for the Named Executive
Officer.
(3) Reflects additional compensation paid to the Named Executive Officer
for taxes incurred on the imputed income resulting from interest-free
loans from the Company.
(4) All Other Compensation for the fiscal year ended January 31, 1999,
includes Layne Christensen contributions in the amounts of $5,036,
$4,320, $4,320, $4,038 and $4,286, which accrued during such fiscal
year for the accounts of Messrs. Schmitt, Coleman, Mehlhorn, Despain
and Fanska, respectively,
5
<PAGE> 9
under the Company's Capital Accumulation Plan; the cost of term life
insurance paid by the Company for the benefit of Messrs. Schmitt,
Coleman, Mehlhorn, Despain and Fanska, in the amounts of $2,478,
$6,832, $2,880, $2,182 and $2,232, respectively; and imputed income
from interest-free loans from the Company for the benefit of Messrs.
Coleman and Fanska pursuant to the Company's 1992 Stock Option Plan in
the amounts of $3,167 and $2,219 respectively.
All Other Compensation for the fiscal year ended January 31, 1998,
includes Layne Christensen contributions in the amounts of $10,836,
$9,280, $9,327, $8,206 and $7,761, which accrued during such fiscal
year for the accounts of Messrs. Schmitt, Coleman, Mehlhorn, Despain
and Fanska, respectively, under the Company's Capital Accumulation
Plan; the cost of term life insurance paid by the Company for the
benefit of Messrs. Schmitt, Coleman, Mehlhorn, Despain and Fanska, in
the amounts of $1,566, $2,488, $2,610, $696 and $696, respectively; and
imputed income from interest-free loans from the Company for the
benefit of Messrs. Coleman and Fanska, pursuant to the Company's 1992
Stock Option Plan in the amounts of $3,018 and $2,130, respectively.
All Other Compensation for the fiscal year ended January 31, 1997,
includes Layne Christensen contributions in the amounts of $13,292,
$10,930, $11,092, $7,934 and $9,034, which accrued during such fiscal
year for the accounts of Messrs. Schmitt, Coleman, Mehlhorn, Despain
and Fanska, respectively, under the Company's Capital Accumulation
Plan; the cost of term life insurance paid by the Company for the
benefit of Messrs. Schmitt, Coleman, Mehlhorn, Despain and Fanska, in
the amounts of $1,566, $2,262, $2,442, $580 and $626, respectively; and
imputed income from interest-free loans from the Company for the
benefit of Messrs. Coleman, Mehlhorn and Fanska, pursuant to the
Company's 1992 Stock Option Plan in the amounts of $3,718, $1,983 and
$2,603, respectively.
OPTION GRANTS DURING FISCAL 1999
The following table sets forth information with respect to each Named
Executive Officer concerning grants during the fiscal year ended January 31,
1999, of stock options under the Layne, Inc. 1992 Stock Option Plan and stock
appreciation rights ("SARS").
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM(2)
------------------------------------------------------------- -------------------------------------
% of Total
Options/ Options/SARs
SARs Granted to Exercise or
Granted Employees in Base Price 0% 5% 10%
Name # (3) Fiscal Year ($/Per Share) Expiration Date (4) $ $ $
- ------------------- --------- ------------ ------------ ------------------ ----- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Andrew B. Schmitt 50,000 14.97 14.00 February 1, 2010 0 440,226 1,115,620
H. Edward Coleman 15,000 4.49 14.00 February 1, 2010 0 132,068 334,686
Norman E. Mehlhorn 15,000 4.49 14.00 February 1, 2010 0 132,068 334,686
Eric R. Despain 25,000 7.48 14.00 February 1, 2010 0 220,113 557,810
Jerry W. Fanska 25,000 7.48 14.00 February 1, 2010 0 220,113 557,810
- -------------------------------
</TABLE>
(1) No stock appreciation rights were granted by the Company during the
fiscal year ended January 31, 1999.
(2) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the options
immediately prior to the expiration of their term, assuming the
specified compounded rates of appreciation on the Company's common
stock over the term of the options.
(3) The options granted to Messrs. Schmitt, Coleman, Mehlhorn, Despain and
Fanska during the fiscal year ended January 31, 1999, are exercisable
beginning on the day immediately following the first
6
<PAGE> 10
anniversary of the grant date, with 20% of such options becoming
exercisable at that time and with an additional 20% of such options
becoming exercisable on the day immediately following each successive
anniversary date. Full vesting occurs on the day immediately following
the fifth anniversary of the grant date. In the event of a "change in
control" (as defined in the optionees' stock option agreements), the
options become fully vested.
(4) The options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of employment.
OPTION/SAR EXERCISES AND HOLDINGS
The following table sets forth information with respect to each Named
Executive Officer concerning the exercise of options and stock appreciation
rights ("SARs") during the fiscal year ended January 31, 1999, and unexercised
options and SARs held as of January 31, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND JANUARY 31, 1999 OPTION/SAR VALUES (1)
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
SHARES UNEXERCISED UNEXERCISED
ACQUIRED SHARES OPTIONS/ IN-THE-MONEY
ON VALUE SARS AT OPTIONS/SARS AT
EXERCISE REALIZED JANUARY 31, 1999 JANUARY 31, 1999 (2)
NAME # ($) # ($)
- ------------------ -------- -------- ---------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew B. Schmitt 0 0 230,000 70,000 125,000 0
H. Edward Coleman 0 0 72,117 24,200 0 0
Norman E. Mehlhorn 0 0 72,117 24,200 0 0
Eric R. Despain 0 0 0 25,000 0 0
Jerry W. Fanska 0 0 45,000 42,000 15,600 3,900
- -------------------------------
</TABLE>
(1) No stock appreciation rights have ever been granted by the Company.
(2) As of January 31, 1999, the last reported sale price of the Company's
Common Stock, which was reported on the NASDAQ National Market System
on January 31, 1999, was $6.875 per share. Value is calculated by
determining the difference between the option exercise price and
$6.875, multiplied by the number of shares of Common Stock underlying
the options.
INCENTIVE COMPENSATION PLAN
The Company adopted an Executive Incentive Compensation Plan (the "IC
Plan") in fiscal 1993. Each of the Company's executive officers, including the
Named Executive Officers, is eligible to participate in the IC Plan. Under the
IC Plan, each participant will be eligible for an annual cash bonus in a target
amount (the "Target Bonus") equal to a percentage (approximately 50% in the case
of Mr. Schmitt and approximately 37.5% in the case of Messrs. Coleman, Mehlhorn,
Despain and Fanska) of such participant's base compensation. The Target Bonus
will be adjusted (up or down) based upon the performance of the Company as
compared to certain financial goals included in the business plan adopted and
approved by the Board of Directors. In no event, however, can a participant's
annual cash bonus under the IC Plan exceed 100% of such participant's base
compensation for the relevant year. No bonus will be payable should performance
be equal to or below 80% of the relevant goals established by the business plan.
In addition, the formula bonus derived as described in the preceding sentences
can be further adjusted (up or down) at the discretion of the Board of Directors
by one-third of the Target Bonus. All or part of an employee's incentive
compensation under the IC Plan may, at the discretion of the Board of Directors,
be paid in the form of shares of the Company's common stock which may consist of
authorized but unissued shares of common stock or shares of common stock
reacquired by the Company on the open market. No bonuses were paid to
7
<PAGE> 11
the Executive Officers, including the Named Executive Officers, under the IC
Plan for services rendered to the Company in the fiscal year ended January 31,
1999. See "Executive Compensation and Other Information--Executive
Compensation."
CAPITAL ACCUMULATION PLANS
The Company has adopted two capital accumulation plans (the "Capital
Accumulation Plans"). Each of the Company's executive officers, including the
Named Executive Officers, and substantially all other salaried employees of the
Company are eligible to participate in one of the Capital Accumulation Plans.
The Capital Accumulation Plans are defined contribution plans qualified under
Section 401, including Section 401(k), of the Internal Revenue Code of 1986, as
amended (the "Code"). The Capital Accumulation Plans provide for two methods of
Company contributions, a Company matching contribution tied to and contingent
upon participant deferrals and a Company profit sharing contribution which is
not contingent upon participant deferrals. The amount, if any, of Company paid
contributions, both matching and profit sharing, for each fiscal year under the
Capital Accumulation Plans are determined by the Board of Directors in its
discretion. Each eligible employee meeting certain service requirements
participates in Company profit sharing contributions to the Capital Accumulation
Plans in the proportion his or her compensation bears to the aggregate
compensation of the group participating in the Capital Accumulation Plans. In
addition, each eligible employee meeting certain service requirements and
electing to defer a portion of his or her compensation under the Capital
Accumulation Plans participates in the Company's matching contribution program
pursuant to a formula as designated by the Board of Directors. At the option of
the Board of Directors of the Company, all or any portion of such Company
contributions may be made in the Company's common stock. In addition, each
participant can voluntarily contribute, on a pre-tax basis, a portion of his or
her compensation (which in no event can exceed $10,000 for the calendar year
1999 under the Capital Accumulation Plans. A participant's account will be
placed in a trust and invested at the participant's direction in any one or more
of a number of available investment options. Each participant may receive the
funds in his or her Capital Accumulation Plan account upon termination of
employment. For services rendered in fiscal 1999, total Company contributions
under the Capital Accumulation Plans of $5,036, $4,320, $4,320, $4,038 and
$4,286 accrued for the accounts of Messrs. Schmitt, Coleman, Mehlhorn, Despain
and Fanska, respectively.
RETIREMENT, DISABILITY AND DEATH PLANS
The Company has agreed to pay Mr. Schmitt an annual retirement benefit
beginning at age 65 equal to 40% of the average of his total compensation (as
defined in the agreement) received during the highest five consecutive years out
of his last ten years of employment, less 60% of his annual primary Social
Security benefit (the "Annual Benefit"). The Annual Benefit is to be reduced,
however, by the annual annuity equivalent of the value of all funds, including
earnings, in the Company funded portion of Mr. Schmitt's Capital Accumulation
Plan account as of the date of his retirement (the "Annuity Equivalent"). As of
January 31, 1999, the Company funded balance in Mr. Schmitt's account under the
Capital Accumulation Plan was $46,307. To the extent the Annual Benefit is not
satisfied by the Annuity Equivalent, payments will be made out of the general
funds of the Company. The agreement includes certain provisions, exercisable at
Mr. Schmitt's election, for early retirement and joint and survivor benefits if
he is married at the time payment commences. Upon termination of Mr. Schmitt's
service for any reason other than disability or death, and subject to special
provisions in the event of a "change in control" as discussed below, his Annual
Benefit will vest in the percentage determined under the following schedule:
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
<S> <C>
6 20%
7 40%
8 60%
9 80%
10 100%
</TABLE>
Mr. Schmitt currently has five years of service credited towards his annual
retirement benefit.
8
<PAGE> 12
Mr. Schmitt is entitled to a disability benefit determined in the same
manner as the Annual Benefit as of the date of termination of his service
resulting from total and permanent disability (the "Disability Benefit"). The
Disability Benefit will also be reduced by the Annuity Equivalent. Disability is
to be determined by an administrative committee of the Board of Directors to be
appointed at the time of any claim of disability.
Mr. Schmitt's surviving spouse, if any, will be entitled to receive a
death benefit (the "Death Benefit") upon Mr. Schmitt's death which will be equal
to the Annual Benefit his surviving spouse would have received if (i) he had
retired at the date of his death and had received an Annual Benefit in the form
of a monthly joint and survivor benefit and (ii) he subsequently died. The Death
Benefit will be reduced by the Annuity Equivalent.
In the event of Mr. Schmitt's death or involuntary termination within
two years following a "change in control" (as defined in the agreement), Mr.
Schmitt's benefits under his retirement plan become fully vested effective upon
such death or involuntary termination. A "change in control" is deemed to occur
if (i) during any 24-month period, individuals who at the beginning of such
period constituted the Company's Board of Directors or whose nomination for
election by the Company's stockholders was approved by a vote of a majority of
the directors who either were directors at the beginning of such period or whose
election or nomination was previously so approved cease for any reason to
constitute a majority of the Board of Directors of the Company, or (ii) the
beneficial ownership of the Company's common stock changes resulting in KKR
having less beneficial ownership than any person or group of persons if that
person or group of persons holds 20% or more of the outstanding common stock of
the Company.
CERTAIN CHANGE-IN-CONTROL AGREEMENTS
The benefits which Mr. Schmitt will receive under his annual retirement
benefit program may be adjusted and, in addition, he will be entitled to a
lump-sum payment equal to 24 month's salary in the event of a "change in
control." In addition, all of the executive officers who have been granted stock
options have a "change in control" provision in their respective Incentive Stock
Option Agreements ("ISO Agreements") issued in accordance with the terms of the
Company's 1992 Stock Option Plan. See "Executive Compensation and Other
Information--Report of Board of Directors and Compensation Committee on
Executive Compensation." Under the terms of the ISO Agreements, the options vest
at the rate of 20% per year beginning on the first day following the first
anniversary of the option grant date. In the event of a change in control,
however, the options become 100% vested.
Under the terms of the ISO Agreements of the executive officers
executed in fiscal 1999, a "change in control" is deemed to occur if: (i) there
is a change in the composition of the Board of Directors of the Company; (ii)
any person, except for certain interested parties, acquires 35% or more of the
voting power of the Company's outstanding securities; or (iii) there is a
substantial change in the Company's business structure through merger, sale of
assets or other event. Under the terms of the ISO Agreements of the executive
officers executed in fiscal 1997, a "change in control" is deemed to occur if,
during any 24-month period, individuals who at the beginning of such period
constituted the Company's Board of Directors or whose nomination for election by
the Company's stockholders was approved by a vote of a majority of the directors
who either were directors at the beginning of such period or whose election or
nomination was previously so approved cease for any reason to constitute a
majority of the Board of Directors of the Company. A "change in control" will
not be deemed to have occurred, however, if such a change in the composition of
the Board of Directors occurs in connection with any public offering by the
Company, KKR or their affiliates. The ISO Agreements for the executive officers
other than Mr. Schmitt with respect to stock options granted prior to fiscal
1997 define "change in control" to include both: (i) a change in the composition
of the Board of Directors of the Company, or (ii) a change in the beneficial
ownership of the Company's common stock resulting in KKR having less beneficial
ownership than any person or group of persons if that person or group of persons
holds 20% or more of the outstanding common stock of the Company.
REPORT OF BOARD OF DIRECTORS AND COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Company's executive compensation program currently is administered
by the Compensation Committee of the Board of Directors which is comprised of
Messrs. Dineen, Gilhuly and Erikson. It is the Compensation Committee's duty to
review the compensation levels of management, evaluate performance of management
and consider management succession and related matters. The Company's incentive
plans, including the Company's 1992
9
<PAGE> 13
Stock Option Plan ("Option Plan") and the Company's Executive Incentive
Compensation Plan ("Incentive Plan"), are administered by the Board of
Directors.
Compensation Policy. The Company's overall compensation policy is
designed to attract, retain and motivate qualified individuals who are expected
to contribute to the Company's long-term growth and success. The Company has
adopted an annual incentive compensation program which is designed to reinforce
its strategic long and short term goals and to provide executive officers with
the opportunity to receive greater compensation in those years in which the
Company achieves its financial goals than in those years in which it does not.
In addition, the Company's Option Plan is designed to promote a mutuality of
interest between executive officers and stockholders through stock purchases and
options allowing the executive officers and stockholders to share in the risks
and rewards associated with stock ownership.
Compensation Components. The Company's executive compensation program
is reviewed periodically to ensure that pay levels and incentive opportunities
are competitive and reflect the performance of the Company and the individual
executive officer. At the direction of the Compensation Committee, a consultant
specializing in executive compensation was recently commissioned to conduct a
study of the Company's executive compensation components and levels. The
principal components of the Company's executive compensation package are salary,
annual incentive compensation and stock options.
Base Salary. Base pay levels largely are determined through an
assessment of the executive officer's performance during the relevant period
based upon objective and subjective criteria and, to a lesser extent, through an
informal comparison with similarly sized public companies engaged primarily in
related industries. The Company does not know of any direct competitors which
are public companies. Accordingly, the Compensation Committee has had to look at
companies outside of its industry to identify companies for which a comparison
of pay levels would be deemed by the committee to be relevant. These companies
are not necessarily the same companies which comprise the index of companies
with similar market capitalizations utilized for purposes of Company shareholder
returns in the performance graph included elsewhere in the Proxy Statement.
Actual salaries are based upon subjective assessments of individual factors such
as the responsibilities of the position and the skill, knowledge and experience
of each individual executive officer. Each executive officer's individual
performance is considered from the previous year and takes into account an
assessment of the executive officer's growth and effectiveness in the
performance of his duties.
Incentive Compensation. Under the Company's Incentive Plan, bonuses are
paid based on the officer's performance and the performance of the entire
Company. The Incentive Plan is administered by the Board of Directors. The
target bonus is 50% of base salary in the case of Mr. Schmitt and, in the case
of the remaining executive officers, 37.5% of base salary, subject to adjustment
up or down by one-third in the case of extraordinary circumstances. The
Company's performance for purposes of incentive compensation decisions is
measured against goals established at the beginning of the fiscal year by the
Board of Directors for the Incentive Plan. The maximum bonus payable is 100% of
salary, and no bonus is payable if the Company does not attain at least 80% of
established goals. In fiscal 1999, the only target established under the
Incentive Plan was related to the Company's earnings per share for the year.
Stock Option Plan. Under the Company's Option Plan, each Named
Executive Officer and certain other key employees are eligible to receive
options to purchase shares of the Company's common stock. The Option Plan is
administered by the Board of Directors. Under the Option Plan, the Board is
authorized from time to time to grant to executive officers and other employees
of the Company options to purchase up to an aggregate of 1,250,000 shares (as
amended) of the common stock at a price fixed by the Board. Such options may be
either incentive stock options or non-qualified stock options. The price for
incentive stock options cannot be less than the fair market value of the
Company's common stock on the date of grant while the price for non-qualified
options may be set at any price. Individual grant sizes are determined after
considering the Company's performance and the competitiveness of the Named
Executive Officer's long-term compensation package. The Board also takes into
account the number of shares of the Company's common stock and stock options
held by or previously granted to each Named Executive Officer. The grant of
stock options is intended to strengthen the linkage between executive
compensation and stockholder return.
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<PAGE> 14
No option granted under the Option Plan is exercisable more than ten
years after the date of grant. All options granted under the Option Plan are
evidenced by and subject to option agreements entered into by the Company and
the individual receiving the options.
Discussion of 1999 Compensation for the Chief Executive Officer. Mr.
Schmitt's compensation is established using the same methodology and criteria as
the other Named Executive Officers. Mr. Schmitt's base compensation was
increased to $325,000 in July 1998 from his previous base compensation of
$300,000 per year. As previously discussed, none of the Company's domestic
competitors are listed on the U.S. stock exchanges nor are any of these
competitors comparable to the Company in terms of size and scope of services
offered. Accordingly, the Compensation Committee, in making a determination
concerning Mr. Schmitt's compensation, undertook a subjective analysis of his
performance since his last increase in March 1997 considering such factors as
the scope of his responsibilities, his personal performance and the overall
performance of the Company in light of worldwide market conditions. Based upon
this analysis, the Compensation Committee concluded that Mr. Schmitt had
performed in a manner which was deserving of recognition and reward in the form
of an increase in compensation. Mr. Schmitt's compensation is well within the
competitive market range set forth in the executive compensation study recently
undertaken at the Compensation Committee's direction.
Mr. Schmitt is a participant under the Incentive Plan. The Company did
not meet the performance criteria established under the incentive plan for
fiscal 1999, and, accordingly, Mr. Schmitt did not receive an incentive
compensation award for fiscal 1999.
<TABLE>
<CAPTION>
COMPENSATION COMMITTEE
BOARD OF DIRECTORS OF THE BOARD OF DIRECTORS
<S> <C> <C>
Robert J. Dineen Donald K. Miller Robert J. Dineen
Edward A. Gilhuly Sheldon R. Erikson Edward A. Gilhuly
Todd A. Fisher Andrew B. Schmitt Sheldon R. Erikson
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended January 31, 1999, the members of the
Compensation Committee were Messrs. Dineen, Gilhuly and Erikson. As discussed
above under "Report of Board of Directors and Compensation Committee on
Executive Compensation," all decisions relating to the compensation of executive
officers for fiscal 1999 were made by the Board or the Compensation Committee.
Among the members of the Compensation Committee, Mr. Dineen is the only employee
or current or former officer of the Company or any of its subsidiaries. KKR has
agreed to render management consulting and financial services to the Company for
an annual fee. The annual fee for the fiscal year ended January 31, 1999 was
$125,000. The Company and KKR have agreed to suspend the fee for fiscal 2000
until such time as the Company's earnings prospects have improved. Such services
include, but are not necessarily limited to, advice and assistance concerning
any and all aspects of the operations, planning and financing of the Company, as
required from time to time by the Company. KKR Associates, the general partners
of which are the general partners of KKR, owns approximately 17.8% of the
Company's common stock.
COMPANY PERFORMANCE
The following performance graph shows a comparison of cumulative total
returns for the Company, the NASDAQ Market Value index and an index of companies
selected by the Company having market capitalizations similar to that of the
Company (the "SMC Group") for the period from January 31, 1994, through January
29, 1999.
11
<PAGE> 15
COMPARISON OF CUMULATIVE TOTAL RETURNS
(Layne Christensen, NASDAQ Market Value, SMC Group)
[GRAPH]
The cumulative total return on investment for the Company, the NASDAQ Market
Value index and an index of the SMC Group are based on the stock price or index
at January 31, 1994. The performance graph assumes that the value of an
investment in the Company's common stock and each index was $100 at January 31,
1994, and that all dividends were reinvested. The information presented in the
performance graph is historical in nature and is not necessarily indicative of
future performance.
The comparison of cumulative total returns presented in the above graph
was plotted using the following index values and common stock price value:
<TABLE>
<CAPTION>
1/31/94 1/31/95 1/31/96 1/31/97 1/31/98 1/31/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Layne Christensen Company $ 100.00 $ 98.15 $ 166.67 $ 222.22 $ 207.41 $ 101.85
NASDAQ Market Value $ 100.00 $ 94.34 $ 132.40 $ 172.38 $ 202.30 $ 313.05
SMC Group $ 100.00 $ 98.00 $ 141.00 $ 147.00 $ 87.00 $ 95.00
</TABLE>
The performance graph compares the performance of the Company with that
of the NASDAQ Market Value index and an index of the SMC Group. The Company is
not aware of any published industry or line-of-business index in which its
common stock is included and was not able to reasonably identify a peer group of
issuers on an industry, line-of-business or other basis. The Company believes
that it is the largest water well drilling, well repair and maintenance and
environmental drilling company in the United States. The Company's competitors
primarily are local and regional firms and the Company is not aware of any other
publicly held company principally engaged in the Company's line-of-business.
Accordingly, in order to provide a more meaningful comparison of cumulative
total returns for the Company in the above performance graph, the Company used
an index of the SMC Group; companies having market capitalizations similar to
that of the Company. Companies in the index of the SMC Group are Granite
Construction, Inc., Insituform Technol, Inc., Fluor Daniel/GTI, Inc. and Dames &
Moore, Inc.
OWNERSHIP OF LAYNE CHRISTENSEN COMMON STOCK
The following table sets forth certain information as of March 31,
1999, except as otherwise provided, regarding the beneficial ownership of Layne
Christensen common stock by each person known to the Board of
12
<PAGE> 16
Directors to own beneficially 5% or more of the Company's common stock, by each
director of the Company, by each Named Executive Officer and by all directors
and executive officers of the Company as a group. All information with respect
to beneficial ownership has been furnished by the respective directors, officers
or 5% or more stockholders, as the case may be.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE OF
BENEFICIAL SHARES
NAME OWNERSHIP(1) OUTSTANDING(1)
- ---- ------------ --------------
<S> <C> <C>
KKR Associates, L.P. (2) ......................................... 2,067,000 17.8%
Marley G.P., Inc. (2) ............................................ 53,436 *
Shapiro Capital Management Co., Inc. (3).......................... 2,192,225 18.8%
T. Rowe Price Associates, Inc. (4) ............................... 1,258,600 10.8%
State of Wisconsin Investment Board (5) .......................... 925,000 7.9%
Robert J. Dineen ................................................. 152,683(6) 1.3%
Andrew B. Schmitt ................................................ 315,000(6) 2.7%
Donald K. Miller ................................................. 112,860(7) *
Edward A. Gilhuly (2) ............................................ -- --
Todd A. Fisher (2) ............................................... -- --
Sheldon R. Erikson ............................................... -- --
H. Edward Coleman ................................................ 129,163(6) *
Norman E. Mehlhorn ............................................... 98,158(6) *
Eric R. Despain .................................................. 152,683(6) *
Jerry W. Fanska .................................................. 65,600(6) *
All directors and officers as a group (12 persons) ............... 1,055,160(8) 9.1%
</TABLE>
____________________
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting
power and/or investment power with respect to those securities and
includes shares of common stock issuable pursuant to the exercise of
immediately exercisable stock options. Unless otherwise indicated, the
persons or entities identified in this table have sole voting and
investment power with respect to all shares shown as beneficially owned
by them. Percentage ownership calculations are based on 11,641,192
shares of common stock outstanding.
(2) Mr. Gilhuly, Henry R. Kravis, George R. Roberts, Paul E. Raether,
Robert I. MacDonnell, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Perry Golkin, Clifton S. Robbins and Scott Stuart
are the general partners of KKR Associates and Messrs. Kravis and
Roberts are also the members of the Executive Committee of KKR
Associates, and in such capacity may be deemed to share beneficial
ownership of the shares of Common Stock that KKR Associates may
beneficially own or be deemed to beneficially own. Mr. Fisher is a
limited partner of KKR Associates. Messrs. Gilhuly and Fisher are
directors of the Company. Messrs. Roberts and Gilhuly are the directors
and are officers of Marley G.P., Inc. Marley G.P., Inc. is a
corporation the stockholders of which are (i) certain past and present
general and limited partners of KKR Associates, (ii) certain past and
present employees of KKR and (iii) partnerships and trusts for the
benefit of the families of such partners and employees. Marley G.P.,
Inc. and KKR Associates may be deemed to be a group in relation to
their respective investment in the Company, but do not affirm the
existence of a group. The foregoing individuals disclaim beneficial
ownership of the shares owned by KKR Associates and Marley G.P., Inc.
The business address of KKR Associates and Marley G.P., Inc. is 9 West
57th Street, New York, New York 10019.
(3) Shapiro Capital Management Co., Inc. ("Shapiro") is an investment
adviser under the Investment Advisers Act of 1940. One or more of
Shapiro's advisory clients is the legal owner of the securities
reported herein. Pursuant to the investment advisory agreements with
its clients, Shapiro has the authority to direct the
13
<PAGE> 17
investments of its advisory clients, and subsequently to authorize the
disposition of the Company's shares. Samuel R. Shapiro is the
president, a director and majority shareholder of Shapiro, in which
capacity he exercises dispositive power over the securities reported
herein by Shapiro. Mr. Shapiro, therefore, may be deemed to have
indirect beneficial ownership over such securities. Unless otherwise
indicated herein, Mr. Shapiro has no interest in dividends or proceeds
from the sale of such securities, owns no such securities for his own
account and disclaims beneficial ownership of all the securities
reported herein by Shapiro. The business address of Shapiro is 3060
Peachtree Road, N.W., Atlanta, Georgia 30305.
(4) According to its Schedule 13G filing with the Securities and Exchange
Commission dated February 12, 1999, these securities are owned by
various individual and institutional investors including T. Rowe Price
Small Cap Value Fund, Inc. (which owns 600,000 shares, representing
5.1% of the shares outstanding), which T. Rowe Price Associates, Inc.
(Price Associates) serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of
the reporting requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner of such securities;
however, Price Associates expressly disclaims that it is, in fact, the
beneficial owner of such securities. The business address of Price
Associates is 100 East Pratt Street, Baltimore, Maryland 21202.
(5) The ownership reported is based upon the Schedule 13G of the State of
Wisconsin Investment Board as filed with the Securities and Exchange
Commission dated January 16, 1999. The business address for the State
of Wisconsin Investment Board is Post Office Box 7842, Madison,
Wisconsin 53707.
(6) Includes options for the purchase of 72,164 shares, 240,000 shares,
75,117 shares, 75,117 shares, 5,000 shares and 57,800 shares of the
Company's common stock exercisable within 60 days granted to Messrs.
Dineen, Schmitt, Coleman, Mehlhorn, Despain and Fanska, respectively.
(7) Includes 2,626 shares owned by Mr. Miller's two sons. Mr. Miller has
sole voting and investment power with respect to 110,234 shares. Mr.
Miller has shared voting and investment power with respect to 2,626
shares.
(8) Includes options for the purchase of 602,148 shares of the Company's
common stock exercisable within 60 days granted to all directors and
officers of the Company as a group.
CERTAIN TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT
The Company, through a wholly owned subsidiary, leases a facility in
Phoenix, Arizona for its parts and material supply business from Air Park
Holdings, an Arizona general partnership. The general partners of Air Park
Holdings are Mr. Mehlhorn and two of his brothers. The lease term is for three
years through October 31, 2000. Total payments to the lessor under the lease in
fiscal 1999 were $67,011.
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the independent certified public
accounting firm of Deloitte & Touche LLP as the Company's independent auditors
to audit the books, records and accounts of the Company for the year ending
January 31, 2000. Stockholders will have an opportunity to vote at the Annual
Meeting on whether to ratify the Board's decision in this regard.
Deloitte & Touche LLP has served as the Company's independent auditors
since fiscal 1990. A representative of Deloitte & Touche LLP is expected to be
present at the Annual Meeting. Such representative will
14
<PAGE> 18
have an opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions.
Submission of the selection of the independent auditors to the
stockholders for ratification will not limit the authority of the Board of
Directors to appoint another independent certified public accounting firm to
serve as independent auditors if the present auditors resign or their engagement
otherwise is terminated. If the stockholders do not ratify the selection of
Deloitte & Touche LLP at the Annual Meeting, the Company intends to call a
special meeting of stockholders to be held as soon as practicable after the
Annual Meeting to ratify the selection of another independent certified public
accounting firm as independent auditors for the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
SELECTION OF DELOITTE & TOUCHE LLP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and certain
persons who own more than 10% of the Company's outstanding common stock, to file
with the Securities and Exchange Commission ("SEC") initial reports of ownership
and reports of changes in ownership in Layne Christensen common stock and other
equity securities. SEC regulations require directors, executive officers and
certain greater than 10% stockholders to furnish Layne Christensen with copies
of all Section 16(a) reports they file.
Except as provided hereafter, to the Company's knowledge, based solely
on review of the copies of such reports furnished to Layne Christensen and
written representations that no other reports were required, during the fiscal
year ended January 31, 1999, all Section 16(a) filing requirements applicable to
its directors, executive officers and greater than 10% stockholders were met. An
acquisition of phantom stock units by Messrs. Dineen, Miller, Gilhuly and Fisher
reportable for the month of January 1998 in a year-end report on Form 5 was
reported by filing an amended Form 5 with the SEC, and an Initial Statement of
Beneficial Ownership of the Company's securities by Gregory F. Aluce reportable
on Form 3 upon his election as Senior Vice President by the Board of Directors
in April 1998 was reported in a year-end report on Form 5 filed by Mr. Aluce
with the SEC.
OTHER BUSINESS OF THE MEETING
The Board of Directors is not aware of, and does not intend to present,
any matter for action at the Annual Meeting other than those referred to in this
Proxy Statement. If, however, any other matter properly comes before the Annual
Meeting or any adjournment, it is intended that the holders of the proxies
solicited by the Board of Directors will vote on such matters in their
discretion in accordance with their best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders, containing
financial statements for the fiscal year ended January 31, 1999, is being mailed
with this Proxy Statement to all stockholders entitled to vote at the Annual
Meeting. Such Annual Report is not to be regarded as proxy solicitation
material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JANUARY 31, 1999 (THE "FORM 10-K"), EXCLUDING EXHIBITS, WILL BE FURNISHED
WITHOUT CHARGE TO ANY STOCKHOLDER OF RECORD AS OF APRIL 1, 1999, AS SOON AS IT
IS AVAILABLE, UPON WRITTEN REQUEST ADDRESSED TO THE ATTENTION OF THE SECRETARY
OF LAYNE CHRISTENSEN AT 1900 SHAWNEE MISSION PARKWAY, MISSION WOODS, KANSAS
66205. Layne Christensen will provide a copy of any exhibit to the Form 10-K to
any such person upon written request and the payment of the Company's reasonable
expenses in furnishing such exhibits.
15
<PAGE> 19
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
It is presently anticipated that the 2000 Annual Meeting of
Stockholders will be held on May 18, 2000. Stockholder proposals intended for
inclusion in the proxy statement for the 2000 Annual Meeting of Stockholders
must be received at the Company's offices, located at 1900 Shawnee Mission
Parkway, Mission Woods, Kansas 66205, within a reasonable time before the
solicitation with respect to the meeting is made, but in no event later than
December 20, 1999. Such proposals must also comply with the other requirements
of the proxy solicitation rules of the Securities and Exchange Commission.
Stockholder proposals should be addressed to the attention of the Secretary of
Layne Christensen.
By Order of the Board of Directors.
Kent B. Magill
Vice President--General Counsel and Secretary
April 23, 1999
Mission Woods, Kansas
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
1999 ANNUAL MEETING OF STOCKHOLDERS OF LAYNE CHRISTENSEN COMPANY
The undersigned hereby appoints Robert J. Dineen, Andrew B. Schmitt and
Kent B. Magill, and each of them, each with the power to act alone and with
full power of substitution and revocation, as attorneys and proxies of the
undersigned to attend the 1999 Annual Meeting of Stockholders of Layne
Christensen Company ("Layne Christensen") to be held at the Hyatt Regency
Crown Center hotel, located at 2345 McGee Street, Kansas City, Missouri, on
Thursday, May 27, 1999, commencing at 10:00 a.m., local time, and at all
adjournments thereof, and to vote all shares of capital stock of Layne
Christensen which the undersigned is entitled to vote with respect to the
following matters, all as set forth in the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated April 23, 1999:
THE BOARD OF DIRECTORS OF LAYNE CHRISTENSEN RECOMMENDS A VOTE "FOR" EACH
ITEM.
Item 1: Election of two Class I directors to hold office for terms expiring
at the 2002 annual meeting of stockholders.
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to
vote for the nominees listed
below
NOMINEES: Donald K. Miller
Andrew B. Schmitt
Item 2: Proposal to ratify the selection of the accounting firm of Deloitte
& Touche LLP as Layne Christensen's independent auditors for the
fiscal year ending January 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed, on other side)
(CONTINUED FROM OTHER SIDE)
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
Dated: _________________ , 1999
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Signature
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Signature (if held
jointly)
Please sign exactly as
name appears hereon.
When shares are held by
joint tenants, both
should sign. When
signing as an attorney,
executor, administrator,
trustee or guardian,
please give full title
as such. If a
corporation, please sign
in full corporate name
by President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.
