<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
AZTEC MANUFACTURING CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AZTEC MANUFACTURING CO.
- -------------------------------------------------------------------------------
(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 Rules 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:
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(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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Notes:
<PAGE>
AZTEC MANUFACTURING CO.
400 NORTH TARRANT - P.O. BOX 668
CROWLEY, TEXAS 76036
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Aztec Manufacturing Co.:
The Annual Meeting of the Shareholders of AZTEC MANUFACTURING CO. (the
"Company") will be held at the Petroleum Club in the Derrick I Room on the 39th
floor of the Continental Plaza, 777 Main Street, Fort Worth, Texas, on the 9th
day of July, 1996, at 10:00 a.m. for the purpose of considering and acting upon
the following matters:
1. ELECTION OF DIRECTORS. To elect three directors for a term of three
years.
2. APPROVAL OF AUDITORS. To approve the appointment of Ernst & Young
LLP as auditors for the Company for its fiscal year ending February
28, 1997.
3. OTHER BUSINESS. To transact such other business as may properly
come before the meeting or any adjournment or adjournments thereof.
Information regarding the matters to be acted upon at the meeting is contained
in the Proxy Statement attached to this Notice. As of the date of this Notice,
management does not know of any other business to be presented at the meeting.
Only Shareholders of record at the close of business on the 10th day of May,
1996, will be entitled to notice of or to vote at the meeting or any adjournment
or adjournments thereof. A copy of the Annual Report to Shareholders for the
fiscal year ended February 29, 1996 is enclosed herewith.
WE HOPE YOU WILL BE ABLE TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
Robert H. Johnson, Secretary
Crowley, Texas
June 1, 1996
<PAGE>
AZTEC MANUFACTURING CO.
P. O. BOX 668
CROWLEY, TEXAS 76036
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 1996
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Aztec Manufacturing Co. (the "Company") for use at
the regular Annual Meeting of the Shareholders of the Company to be held at the
Petroleum Club in the Derrick I Room on the 39th floor of the Continental Plaza,
777 Main Street, Fort Worth, Texas, on the 9th day of July, 1996, at 10:00 a.m.,
and at any adjournment or adjournments thereof. This Proxy Statement and the
accompanying proxy are being mailed on or about June 1, 1996, to the
Shareholders of the Company.
GENERAL INFORMATION
- -------------------
At the close of business on the 10th day of May, 1996, the record date for
determination of Shareholders entitled to notice of and to vote at the meeting,
there were outstanding 5,590,204 shares of Common Stock, $1.00 par value, of
the Company (the "Common Stock"). The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum at the meeting. All shares represented at the meeting in
person or by proxy shall be counted in determining the presence of a quorum.
Each holder of shares of Common Stock will be entitled to one vote, in person or
by proxy, for each share of Common Stock of the Company owned of record at the
close of business on May 10, 1996. Cumulative voting for directors is not
permitted. Directors are elected by plurality vote and, therefore, the three
nominees receiving the highest number of affirmative votes shall be elected as
directors provided a quorum is present. Abstentions and broker non-votes will
not be considered part of the voting power present with respect to any matter on
which such shares so acted which has the effect of reducing the number of shares
voting affirmatively that is required to approve a matter requiring a majority
vote. Therefore, assuming a quorum is present, if more shares vote "for"
approval of the appointment of the independent auditors than vote "against,"
this matter will pass. All shares of Common Stock represented by a valid proxy
will be voted. A proxy may be revoked at any time before it is voted by filing
with the Secretary of the Company a written revocation thereof or a duly
executed proxy bearing a later date.
The cost of preparing, assembling and mailing the Notice of Annual Meeting of
Shareholders, the Proxy Statement and the accompanying proxy will be borne by
the Company. In addition to solicitation of proxies by mail, certain officers
and employees of the Company, without additional compensation for such services,
may solicit proxies by telephone, telegraph or personal contact. The Company
will also supply brokerage firms and other custodians, nominees, and fiduciaries
with such number of proxy materials as they may require for mailing to
beneficial owners and will reimburse them for their reasonable expenses in
connection therewith.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
- ----------------------------------------------
Meetings of the Board of Directors are held regularly each month, including a
meeting following the conclusion of the Annual Meeting of Shareholders. During
the fiscal year ended February 29, 1996, there were twelve (12) regular meetings
and one (1) special meeting of the Board of Directors. For the fiscal year
ended February 29, 1996, each non-employee director was paid a monthly retainer
of $700 and a fee of $300 for each meeting of the Board of Directors attended.
Mr. Martin, as an employee director, was paid a monthly retainer of $500 and a
fee of $200 for each meeting of the Board of Directors attended. Each committee
member is paid a fee of $300 for each meeting of a committee attended. Each of
the current directors of the Company attended more than 75 percent of the
aggregate of (i) the total number of meetings of the Board of Directors, and
(ii) the total number of meetings held by all committees of the Board on which
he served, held during the fiscal year ended February 29, 1996.
The Company has an Audit Committee . The functions of the Audit Committee are
to (i) meet with the independent auditors to review the audit and its results,
as well as to review internal controls of the Company and (ii) make
recommendations to the Board of Directors as to the engagement or discharge of
independent auditors. The members of the Audit Committee are Robert H. Johnson,
Chairman, W. C. Walker and R. J. Schumacher. During the fiscal year ended
February 29, 1996, that committee had four (4) meetings. The Company has a
Compensation Committee. The functions of the Compensation Committee are to (i)
make recommendations to the Board of Directors of remuneration arrangements for
Directors and senior management and (ii)
<PAGE>
administer the Company's Incentive Stock Option plans, which includes selecting
the executives and other key personnel of the Company eligible to participate
thereunder. The members of the Compensation Committee are Martin C. Bowen and
Dr. H. Kirk Downey. During the fiscal year ended February 29, 1996, that
committee had one (1) meeting. The Company has a Nonstatutory Stock Option
Committee which administers the Company's nonstatutory stock option plans. The
members of this committee are L. C. Martin and Dana L. Perry. During the fiscal
year ended February 29, 1996, that committee held no meetings. The Company does
not have a nominating committee.
SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS
- -------------------------------------------------
To the best knowledge of the Company, the only beneficial owners of over 5
percent of the outstanding shares of Common Stock of the Company as of May 2,
1996 were as follows:
<TABLE>
<CAPTION>
TITLE OF NUMBER OF PERCENT OF
CLASS NAME & ADDRESS OF BENEFICIAL OWNER SHARES CLASS
--------- ---------------------------------- ---------- -----------
<S> <C> <C> <C>
Common Stock Dimensional Fund Advisors, Inc. 300,730(1) 5.4%
$1.00 par value 1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
Common Stock FMR Corp. 531,500(2) 9.5%
$1.00 par value 82 Devonshire Street
Boston, MA 02109
</TABLE>
(1) Based on information furnished by Dimensional Fund Advisors, Inc.
("Dimensional"), a registered investment adviser. Dimensional is deemed to
have beneficial ownership of 300,730 shares of Aztec Manufacturing Co.
Common Stock, all shares of which are held in portfolios of DFA Investment
Dimensions Group, Inc., a registered open-end investment company, or the
DFA Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional serves as
investment manager. Dimensional disclaims beneficial ownership of all such
shares.
(2) Based on information furnished by Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR Corp. and an investment
adviser. Fidelity is deemed to have beneficial ownership of 531,500 shares
of Aztec Manufacturing Co. Common Stock as a result of acting as investment
adviser to several investment companies. The ownership of one investment
company, Fidelity Low-Priced Stock fund, amounted to 531,500 shares of the
Common Stock outstanding. Fidelity Low-Priced Stock fund has its principal
business office at 82 Devonshire Street, Boston, Massachusetts, 02109.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
- --------------------------------------
The Bylaws of the Company provide for nine directors and classify the Board of
Directors into three classes, each class consisting of three directors, the
members of which serve for three years. Of the directors listed under
"DIRECTORS OF THE COMPANY," the terms of office of Martin C. Bowen, John G.
Richards and Sam Rosen expire at the 1996 Annual Meeting of Shareholders. The
Board of Directors nominated and recommends the reelection of Messrs. Bowen,
Richards and Rosen for a three-year term expiring at the 1999 Annual Meeting of
Shareholders.
Mr. William D. Ratliff, Jr. retired as a director of the Company on April 16,
1996. Mr. Ratliff is now an Advisory Director of the Company. As an Advisory
Director, Mr. Ratliff does not have voting authority. The Bylaws of the Company
provide that any vacancy in the Board is to be filled by the remaining directors
with the newly elected director serving the unexpired term of this predecessor.
Mr. Ratliff's term would have expired in 1996. The Board of Directors of the
Company elected at its April 16, 1996 meeting Mr. Sam Rosen to fill the
unexpired term of Mr. Ratliff. Mr. R. W. Dial, a director of the Company from
1958 to 1993 and an Advisory Director of the Company since November 15, 1993,
died on April 15, 1996.
All of the nominees are now directors of the Company. All of the nominees have
consented to serve if elected. If for any unforeseen reason a nominee would be
unable to serve if elected, the persons named in the accompanying proxy may
exercise their discretion to vote for a substitute nominee selected by the Board
of Directors. However, the Board of Directors has no reason to anticipate that
any of the nominees will not be able to serve, if elected.
The Board of Directors recommends that
Shareholders vote "FOR" the election of the nominees for director.
2
<PAGE>
PROPOSAL NO. 2: APPROVAL OF APPOINTMENT OF AUDITORS
- ----------------------------------------------------
Subject to approval by the Shareholders, the Board of Directors has selected the
firm of Ernst & Young LLP to audit the financial statements of the Company for
the fiscal year ending February 28, 1997. This firm of certified public
accountants or its predecessor has acted as independent auditors for the Company
and its subsidiaries since 1976.
Representatives of Ernst & Young LLP will be present at the 1996 Annual Meeting
of Shareholders and will be available to respond to appropriate questions.
The Board of Directors recommends that Shareholders vote "FOR" the approval
of the appointment of Ernst & Young LLP.
DIRECTORS OF THE COMPANY
- ------------------------
The following table sets forth certain information as to the number of shares of
Common Stock of the Company beneficially owned as of May 2, 1996, by (i) each
current director and (ii) all of the current executive officers and directors of
the Company as a group. Except as otherwise indicated, each of the persons
named below has sole voting and investment power with respect to the shares of
Common Stock beneficially owned by that person.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR COMMON STOCK OF THE % OF
PAST FIVE YEARS; POSITIONS DIRECTOR COMPANY BENEFICIALLY CLASS
DIRECTORS AGE AND OFFICES WITH THE COMPANY SINCE OTHER DIRECTORSHIPS OWNED AT MAY 2, 1996 (1)
- --------------------------- --- ---------------------------- -------- ------------------- -------------------- -----
<S> <C> <C> <C> <C> <C> <C>
L.C. Martin (2) 70 Chairman of the Board, 1958 None. 226,875 (4) 4%
President and Chief
Executive Officer of the
Company
Martin C. Bowen (16) 52 Chairman of Team Bank - Ft. 1993 None. 5,200 (6) *
Worth (1989 to 1992),
President & CEO of
Performing Arts Fort Worth
(1993 to present)
John G. Richards 72 Personal Investments 1963 None. 40,707 (7) *
Sam Rosen (8) 60 Partner in the law firm of 1996 Gainsco, Inc. (3) 3,639 (9) *
Shannon, Gracey, Ratliff &
Miller, L.L.P.
Robert H. Johnson (5) 71 Financial Consultant; 1965 None. 29,203 (10) *
Certified Public Accountant;
Secretary-Treasurer of the
Company
Dana L. Perry (2) 47 Vice President of Finance; 1992 None. 100,600 (11) 1.8%
Chief Financial Officer of
the Company; and Assistant
Secretary of the Company
R.J. Schumacher (5) 67 CEO and Chairman of Pride 1986 None. 28,909 (12) *
Refining, Inc. (1989-1994);
President and CEO of Texland
Petroleum, Inc.
(1973-Present)
W.C. Walker (5) 72 Management Consultant 1986 Global Marine, Inc. 29,241 (13) *
(1989-Present) (3);
D.I. Industries, Inc.
(3)
Dr. H. Kirk Downey (16) 53 Dean of the M.J. Neeley 1992 Harris Methodist 8,400 (14) *
School of Business and a Health Plan
Professor of Management at LKCM Fund
Texas Christian University
All Current Directors and Executive Officers as a Group (12 Persons) 504,133 (15) 8.7%
</TABLE>
*Less than one percent (1%)
3
<PAGE>
(1) The percentage is calculated for each individual by using as the
denominator the total shares of Common Stock outstanding at the close of
business on May 2, 1996 (5,569,042 shares), plus the shares of Common Stock
such individual has the right to acquire within sixty (60) days of May 2,
1996, pursuant to the exercise of Stock Options granted by the Company.
(2) Member of the Nonstatutory Stock Option Committee.
(3) A publicly owned corporation.
(4) Includes 44,257 shares of Common Stock which Mr.Martin has the right to
acquire within 60 days of May 2, 1996, pursuant to the exercise of options
granted under the 1986 and 1991 Incentive Stock Option Plans of the
Company.
(5) Member of the Audit Committee.
(6) Includes 4,200 shares of common stock which Mr. Bowen has the right to
acquire within 60 days of May 2, 1996, pursuant to the exercise of options
granted under the 1991 Nonstatutory Stock Option Plan of the Company.
(7) Includes 27,036 shares Mr. Richards has the right to acquire within sixty
(60) days of May 2, 1996, pursuant to options granted under the 1988 and
1991 Nonstatutory Stock Option Plans.
(8) Mr. Rosen is a Partner in the law firm of Shannon, Gracey, Ratliff &
Miller, L.L.P., which has been general counsel to the Company since 1968.
The Company proposes to retain said law firm as its general counsel during
the current fiscal year. Mr. Rosen was elected to the Board of Directors on
April 16, 1996, to replace Mr. William D. Ratliff, Jr. who retired from the
Board on April 16, 1996.
(9) Includes -0- shares Mr. Rosen has the right to acquire within sixty (60)
days of May 2, 1996, pursuant to options granted 1991 Nonstatutory Stock
Option Plan.
(10) Includes 27,036 shares Mr. Johnson has the right to acquire within sixty
(60) days of May 2, 1996, pursuant to options granted under the 1988 and
1991 Nonstatutory Stock Option Plans.
(11) Includes 13,187 shares of Common Stock which Mr. Perry has the right to
acquire within 60 days of May 2, 1996, pursuant to the exercise of options
granted under the 1986 and 1991 Incentive Stock Option Plans.
(12) Includes 27,036 shares Mr. Schumacher has the right to acquire within sixty
(60) days of May 2, 1996, pursuant to options granted under the 1988 and
1991 Nonstatutory Stock Option Plans.
(13) Includes 27,036 shares Mr. Walker has the right to acquire within sixty
(60) days of May 2, 1996, pursuant to the exercise of options granted under
the 1988 and 1991 Nonstatutory Stock Option Plans. All 2,205 shares of
Common Stock currently owned are held jointly by Mr. Walker and his wife.
(14) Includes 8,400 shares Downey has the right to acquire within sixty (60)
days of May 2, 1996, pursuant to the exercise of options granted under the
1991 Nonstatutory Stock Option Plan.
(15) The percentage is calculated by using total shares of Common Stock
outstanding at the close of business on May 2, 1996 (5,569,042) plus 87,531
shares of Common Stock that executive officers of the Company have the
right to acquire within 60 days of May 2, 1996 pursuant to options granted
under the 1986 and 1991 Incentive Stock Option Plans of the Company plus
120,744 shares of Common Stock that directors have the right to acquire
within sixty (60) days of May 2, 1996 pursuant to options granted under the
1988 and 1991 Nonstatutory Stock Option Plans.
(16) Member of Compensation Committee.
No family relationship exists between any director, or executive officer, of the
Company and any other director or executive officer of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934. Section
16(a) of the Securities Exchange Act of 1934 requires executive officers,
directors and persons who beneficially own more than ten percent of the
Company's stock to file initial reports of ownership and reports of changes of
ownership with the Securities and Exchange Commission. Copies of such reports
are required to be furnished to the Company.
Based solely on a review of such forms furnished to the Company and certain
written representations from the executive officer and directors, the Company
believes that all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were complied with on
a timely basis.
EXECUTIVE COMPENSATION AND OTHER MATTERS
- ----------------------------------------
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION. Through fiscal
periods ended February 29, 1996, compensation for the Chief Executive Officer
and senior executives has been approved by the full Board of Directors upon the
recommendations of the Compensation Committee. This Committee is composed of
two outside directors, none of whom perform any services to or receive any fees
from the Company in any capacity other than as director.
4
<PAGE>
It has been the philosophy and the practice of the Committee to relate executive
compensation to the profitability of the Company. This is accomplished through
a two-tiered structure of measuring the compensation rewards as follows:
1. Base Salary - This is related to standard performance in which appropriate
peer companies are compared to the Company's pay standards.
2. Bonus - A portion of executive compensation is calculated by taking a
predetermined percent of the before tax income of the Company in the case of
the Chief Executive Officer and certain executive officers or of a particular
segment of the Company in the case of an executive officer who is responsible
for such segment.
Additionally, the executive officers participate, along with other employees, in
the Company Profit Sharing Plan, the annual contributions to which are
dramatically affected by profitability of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended, which was
enacted in 1993, imposes a $1 million limit on the amount of compensation that
will be deductible by the Company with respect to the Chief Executive Officer
and the four other most highly compensated executive officers. Performance
based compensation that meets certain requirements will not be subject to the
deduction limit. The Committee has reviewed the impact of Section 162(m) on the
Company and believes it is unlikely that the compensation paid to any executive
officer during the fiscal year ending February 28, 1997 will exceed the limit.
The Committee will continue to monitor the impact of the Section 162(m) limit
and to assess alternatives for avoiding any loss of tax deductions in future
years.
The role of the Compensation Committee also includes a full review of the
compensation package of the five highest paid executive officers, whether or not
their salary and bonuses exceed $100,000. This review is then presented and
recommended to the full board of nine directors, seven of whom are independent
directors.
MEMBERS OF THE COMPENSATION COMMITTEE
Martin C. Bowen
Dr. H. Kirk Downey
SUMMARY COMPENSATION TABLE. The following information summarizes annual and
long-term compensation for services in all capacities to the Company for the
fiscal years ended February 29, 1996, February 28, 1995 and February 28, 1994 of
the Chief Executive Officer and the other most highly compensated executive
officers of the Company whose total annual salary and bonus exceeds $100,000
(the "Named Executives").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
==========================
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------- --------------------------------------
AWARDS PAYOUTS
OTHER ANNUAL RESTRICTED LONG-TERM ALL OTHER
NAME AND YEAR COMPENSATION STOCK AWARD(S) OPTIONS/ INCENTIVE COMPENSATION
PRINCIPAL POSITION ENDING SALARY ($) BONUS($) ($) ($) SARS (#) PAYOUTS ($) ($)
- --------------------------- -------- ---------- --------- ------------- -------------- --------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L.C. Martin, Chairman, 1996 250,000 106,443 0 0 0 0 17,937 (3)
President, and Chief 1995 250,000 65,144 0 0 19,424 0 14,174 (4)
Executive Officer 1994 250,000 80,569 0 0 0 0 22,698 (5)
D.L. Perry, Vice President 1996 75,000 36,543 0 0 0 0 6,007 (6)
of Finance, Chief 1995 70,500 32,091 0 0 6,587 0 4,313 (6)
Financial Officer, and 1994 66,000 30,464 0 0 0 0 5,088 (6)
Assistant Secretary
F. L. Wright, Jr. 1996 75,000 65,053 0 0 0 0 8,301 (7)
Senior Vice President 1995 66,250 46,551 0 0 5,987 0 4,178 (7)
Galvanizing Segment 1994 60,000 27,753 0 0 0 0 4,806 (7)
R.O. Grosso, Vice 1996 96,085 34,549 0 0 5,000 0 0
President Electrical 1995 0 0 0 0 0 0 0
Products Segment (1) 1994 0 0 0 0 0 0 0
R. L. Hackleman, 1996 84,000 16,107 0 0 0 0 0
President, Atkinson 1995 96,000 18,678 0 0 6,100 0 4,532 (8)
Industries, Inc. (2) 1994 96,000 14,558 0 0 18,000 0 5,936 (8)
</TABLE>
5
<PAGE>
(1) Mr. Grosso's effective date of employment was May 31, 1995.
(2) Mr. Hackleman resigned the position of President, Atkinson Industries,
Inc., effective January 15, 1996.
(3) The amount of $17,937 includes 1996 Director Fees of $8,600 and 1996
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$9,337.
(4) The amount of $14,174 includes 1995 Director Fees of $8,400 and 1995
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$5,774.
(5) The amount of $22,698 includes 1994 Director fees of $8,800 and 1994
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$13,898 (excludes the agreements referred to on Page 7). Mr. Martin made a
$150,000 withdrawal from his account balance in Aztec's Profit Sharing Plan
which had been shown as compensation to Mr. Martin in prior years.
(6) This amount represents the contribution made to Mr. Perry's account in
Aztec's Profit Sharing Plan.
(7) This amount represents the contribution made to Mr. Wright's account in
Aztec's Profit Sharing Plan.
(8) This amount represents the contribution made to Mr. Hackleman's account in
Aztec's Profit Sharing Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR. The following table sets forth the
number of shares of Common Stock subject to options with respect to Common Stock
granted to the Company's Chief Executive Officer and the Named Executives during
the fiscal year ending February 29, 1996. The Company has no SARs.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
=====================================
POTENTIAL RELAIZED VALUE AT
% OF TOTAL EXERCISE OR ASSUMED ANNUAL RATES OF STOCK
OPTIONS/SARs BASE PRICE PRICE APPRECIATION FOR OPTION
NUMBER OF OPTIONS/ GRANTED TO EMPLOYEES ($ PER SHARE) EXPIRATION TERM ($)
NAME SARS GRANTED (A) IN FISCAL YEAR (B) DATE 5% (C) 10% (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.O. Grosso 5,000 33% 3.875 12/19/00 5,353 11,829
</TABLE>
(a) Options granted are immediately exercisable and are for a term of 5
years, subject to earlier termination related to termination of employment.
(b) The option above was granted at market value at date of grant.
(c) These columns reflect the potential realizable value of each grant assuming
the market value of the Company's stock appreciates at 5 percent and 10
percent, compounded annually, from the date of grant over the term of the
option. There is no assurance that the actual stock price appreciation over
the 5 year option term will be at the assumed 5 percent or 10 percent
levels or at any other level. Unless the market price of the stock does in
fact appreciate over the option term, no value will be realized from the
option grants.
OPTIONS EXERCISED AND YEAR END VALUE TABLE. The following table sets forth
certain information regarding the options exercised and the year end value of
options held by the Company's Chief Executive Officer and the Named Executives
during the fiscal year ending February 29, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
===============================================
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES ACQUIRED OPTIONS AT FY-END (#) MONEY OPTIONS AT FY-END ($)
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------- ---------------- ------------------ ------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
L. C. Martin None -0- 44,257 -0- 43,995 -0-
D. L. Perry None -0- 13,187 -0- 11,960 -0-
F. L. Wright, Jr. None -0- 11,887 -0- 10,710 -0-
R. O. Grosso None -0- 5,000 -0- 3,750 -0-
R. L. Hackleman None -0- 19,100 -0- 8,099 -0-
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS. The Company did not make any awards to the
Company's CEO or any of its most highly compensated executive officers during
the year ending February 29, 1996, under any long-term incentive plan.
6
<PAGE>
CHANGE IN CONTROL AGREEMENT. The Company has entered into a change in control
agreement with Mr. L. C. Martin, the President and Chief Executive Officer of
the Company. The change in control agreement provides for the payment of
certain benefits upon the occurrence of a change in control of the Company. A
"change in control of the Company" includes the acquisition by any person of 50
percent or more of the shares of Common Stock, a merger or consolidation of the
Company in which the Company does not survive as an independent public company,
a sale of all or substantially all of the assets of the Company, or a
liquidation or dissolution of the Company.
Under the change in control agreement, if Mr. Martin remains in the employ of
the Company for a period of at least three months immediately following the date
of occurrence of a change in control of the Company, he will be entitled to
receive a lump sum payment from the Company within five days after the
expiration of the three-month period, regardless of whether he continues in the
employ of the Company after the expiration of the three-month period (the
"Change in Control Payment"). The change in control agreement provides for the
payment of the Change in Control Payment of $750,000 in the event of any change
in control of the Company, whether or not such change in control is approved by
the Board of Directors and/or Shareholders of the Company. Additionally, if
during the three-month period Mr. Martin is terminated as a result of death or
total disability or for any other reason whatsoever by the Company, he will be
entitled to receive, in addition to the Change in Control Payment provided
above, his full base salary through the date of termination of his employment,
plus any other amounts to which he would be entitled under any compensation plan
of the Company. However, if the employment of Mr. Martin during the three-
month period is terminated by him for any reason other than as a result of his
death or total disability or voluntary termination for good reason as defined in
the agreement, he would be entitled to his full base salary through the date of
termination of his employment, plus any other amounts to which he would be
entitled under any compensation plan of the Company, but would not be entitled
to the Change in Control Payment provided above.
BUY-SELL AND TERMINATION AGREEMENT. During fiscal 1994 the Company entered into
a "Buy-Sell and Termination Agreement" (the "Agreement") with Mr. L. C. Martin,
the President and Chief Executive Officer of the Company. The Agreement
provides that the proceeds from a $1 million dollar life insurance policy on Mr.
Martin be used to acquire (from the executive's wife or estate) the number of
shares of Company Common Stock which could be purchased in the event the
executive dies while employed by the Company. The purchase price per share is
to be the market value of the stock on the day before the date of death. Upon
termination (other than for "just cause") of employment from the Company prior
to death, the Company will convey all rights in the insurance policy to the
executive, including cash surrender value. The Company has recorded a deferred
liability and corresponding charge to expense in the amount of $246,000 during
fiscal 1994. The deferred compensation amount is equivalent to the cash
surrender value of the insurance policy and amounted to $223,000 at February 29,
1996.
Under the "Buy-Sell and Termination Agreement", the Company agrees to maintain a
whole life insurance policy in the face amount of $1 million on the life of Mr.
Martin previously acquired by the Company (the "Policy"). The Company shall be
the owner and direct beneficiary of the Policy and shall be solely responsible
for the payment of any and all premiums required to be paid to keep the Policy
in effect. Within 180 days of the death of Mr. Martin, if Mr. Martin was at the
time of his death employed by the Company, Mrs. Martin or the estate, heirs,
legal representatives, successors or beneficiaries of Mr. Martin shall tender to
the Company for sale, transfer or conveyance to the Company a number of shares
equal in value to the proceeds received by the Company from the Policy. Upon
the tender of the shares of the Company, the Company shall purchase the shares
with the proceeds received by the Company under the policy. For purposes of
this Agreement, the value of the shares to be sold, assigned and conveyed to the
Company as provided for herein shall be determined based on the closing price
per share of the Common Stock of the Company as traded on the National Market
System of NASDAQ on the day before the date of death of Mr. Martin. Upon the
termination of employment of Mr. Martin from the Company for any reason other
than "Just Causes", the Company hereby agrees to assign and convey all rights
and title of the Company in the Policy, including any cash surrender value in
the Policy, to Mr. Martin. No shares shall be transferred to the Company in
consideration of the assignment and conveyance of the Policy to Mr. Martin. For
purposes of this Agreement, "Just Cause" shall mean Mr. Martin willfully and
intentionally fails to substantially perform his duties as an officer of the
Company, or Mr. Martin has committed an illegal act (other than minor traffic
violations or similar acts) in connection with his employment that could
reasonably be expected to materially adversely affect the Company. If Mr.
Martin is terminated for "Just Cause," the Company shall be under no obligation
to assign and convey the Policy to Mr. Martin.
7
<PAGE>
STOCK PRICE PERFORMANCE GRAPH. The following graph illustrates the five-year
cumulative total returns on investments in Aztec Manufacturing Co., the CRSP
Index for Nasdaq Stock Market (U.S. Companies) and the CRSP Index for Nasdaq
Non-Financial Stocks. Aztec is listed on the Nasdaq Stock Market and is engaged
in multiple industries. The shareholder return shown below is not necessarily
indicative of future performance. Total return, as shown, assumes $100 invested
on February 28, 1991 in shares of Aztec Manufacturing Co. and each index, all
with cash dividends reinvested. The calculations exclude trading commissions
and taxes.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
2/91 2/92 2/93 2/94 2/95 2/96
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Aztec Manufacturing Co. 100.0 74.2 54.7 127.8 85.5 94.8
CRSP Index for Nasdaq Stock Market (US Companies) 100.0 142.7 151.9 179.8 182.3 254.2
CRSP Index for Nasdaq Non-Financial Stocks 100.0 141.7 140.0 169.6 166.8 228.9
</TABLE>
ACTION TO BE TAKEN UNDER THE PROXY
- ----------------------------------
Unless otherwise specified in the accompanying proxy, the proxy holders will
vote the shares represented thereby "FOR" the election of Martin C. Bowen, John
G. Richards, and Sam Rosen as directors for a three year term expiring at the
1999 Annual Meeting of Shareholders, and "FOR" the approval of the appointment
of Ernst & Young LLP as the independent auditors of the Company for its fiscal
year ending February 28, 1997.
The accompanying proxy will also be voted in connection with the transaction of
such other business as may properly come before the meeting or any adjournment
or adjournments thereof. Management knows of no other matters, other than as
set forth above, to be considered at the meeting. If, however, any other
matters properly come before the meeting, or any adjournment or adjournments
thereof, the persons named in the accompanying proxy will vote such proxy in
accordance with their best judgment on any such matter.
8
<PAGE>
SHAREHOLDER PROPOSALS
- ---------------------
Shareholder proposals for inclusion in the Proxy Statement for the 1997 Annual
Meeting of Shareholders must be received at the executive office of the Company
on or before January 31, 1997.
ANNUAL REPORTS
- --------------
The Company's 1996 Annual Report to Shareholders, covering the fiscal year ended
February 29, 1996, including audited financial statements, is enclosed with this
Proxy Statement. Neither the Annual Report nor the financial statements are
incorporated into this Proxy Statement or are deemed to be a part of the
material for the solicitation of proxies.
A COPY OF THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY ANY SHAREHOLDER WHOSE
PROXY IS SOLICITED UPON WRITTEN REQUEST TO:
Aztec Manufacturing Co.
400 North Tarrant Street
Crowley, Texas 76036
Attention: Dana Perry
BY ORDER OF THE BOARD OF DIRECTORS
Robert H. Johnson, Secretary
Crowley, Texas
June 1, 1996
- --------------------------------------------------------------------------------
1996 ANNUAL MEETING OF SHAREHOLDERS
10:00 a.m., July 9, 1996
Petroleum Club
Derrick I Room
39th Floor of the Continental Plaza
777 Main Street
Fort Worth, Texas
9
<PAGE>
AZTEC MANUFACTURING CO. ANNUAL MEETING
400 N. Tarrant . Crowley, TX 76036 JULY 9, 1996
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
R The undersigned, having received the notice and accompanying Proxy
Statement and revoking all prior proxies, hereby appoints L.C. MARTIN,
O R.H. JOHNSON and D.L. PERRY and each of them with power of
substitution in each, proxies to vote at the annual meeting to be held
X on July 9, 1996 at 10:00 a.m. in Fort Worth, Texas, or at any
adjournment thereof, all shares of Aztec Manufacturing Co. which the
Y undersigned may be entitled to vote. Said proxies are authorized to
vote as directed on the reverse side of this card.
This proxy must be dated and signed
exactly as shown hereon.
Shares in Your Name
DATED:_______________________, 1996
___________________________________
___________________________________
Executors, administrators,
trustees, etc., should give full
title as such. If the signer is a
corporation, please sign full
corporate name by duly authorized
officer.
- --------------------------------------------------------------------------------
AZTEC MANUFACTURING CO. ANNUAL MEETING (CONTINUED FROM
JULY 9, 1996 OTHER SIDE)
P This proxy when properly executed will be voted in the manner directed
herein by the above signed shareholder. If no direction is made, this
R proxy will be voted for Director nominees and for proposal 2.
O
1. ELECTION OF DIRECTORS. (MARK ONLY ONE)
X Nominees: Martin C. Bowen, John G. Richards, Sam Rosen
Y [_] VOTE FOR all nominees listed, except as marked to
the contrary above(if any). (TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST ABOVE).
[_] VOTE WITHHELD from all nominees.
2. APPROVAL OF AUDITORS. FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, upon other matters as may properly come
before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE
