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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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.
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(Name of Registrant as Specified In Its Charter)
Aztec Manufacturing Co.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(4) Date Filed:
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Notes:
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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 UPR Plaza (formerly Continental Plaza), 777 Main Street, Fort
Worth, Texas, on the 13th day of July, 1999, 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 and one director for a one year term
2. Ratification of an Amendment to the Articles of Incorporation of
the Company on Calling a Special Meeting of the Shareholders. To
amend the Articles of Incorporation to require the concurrence of
the holders of fifteen percent of the Company's common stock to
call a special meeting of shareholders.
3. Ratification of an Amendment to the Articles Incorporation of the
Company on Indemnification of Directors, Advisory Directors and
Officers. To amend the Articles of Incorporation to add
indemnification provisions which are in the Company's Bylaws.
4. Ratification of Amendments to the Bylaws of the Company. To adopt a
new set of Bylaws which update and modernize the present Bylaws.
5. Ratification of Appointment of Auditors. To ratify the appointment
of Ernst & Young LLP as auditors for the Company for its fiscal
year ending February 29, 2000.
6. 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 17th day of May
1999, 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 28, 1999, 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 pre-addressed envelope which requires no postage if mailed in
the United States.
BY ORDER OF THE BOARD OF DIRECTORS
Sam Rosen, Secretary
Crowley, Texas
May 28, 1999
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AZTEC MANUFACTURING CO.
P. O. Box 668
Crowley, Texas 76036
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 13, 1999
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 UPR Plaza
(formerly Continental Plaza), 777 Main Street, Fort Worth, Texas, on the 13th
day of July, 1999, 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, 1999, to the Shareholders of the Company.
GENERAL INFORMATION
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At the close of business on the 17th day of May, 1999, the record date for
determination of shareholders entitled to notice of and to vote at the meeting,
there were outstanding 4,741,270 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 17, 1999. 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, fax 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
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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 28, 1999, there were twelve (12) regular meetings
and four (4) special meetings of the Board of Directors. For the fiscal year
ended February 28, 1999, each non-employee director was paid a monthly retainer
of $900 and a fee of $400 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 was paid a fee of $400 for each meeting of a committee attended.
Beginning with the 1999 Annual Meeting of Shareholders each independent member
of the Board of Directors will be granted 500 shares of Common Stock after each
annual meeting of the shareholders after which he or she continues to serve as a
Director. Also, each newly elected independent Director, whether elected by the
Board of Directors or the shareholders, shall be granted 1,000 shares of Common
Stock, or if less, Common Stock having a value of $15,000. These grants will
terminate as to each independent Director when a total of 5,000 shares have been
granted to him or her. Each Director is required, during his tenure on the
Board of Directors to retain a number of shares of Common Stock equal to at
least one-half the number of shares granted pursuant to this independent Board
member grant program.
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 28, 1999.
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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 28,
1999, that committee held one (1) meeting. The Company has a Compensation
Committee. The functions of the Compensation Committee are to (i) make
recommendations to the Board of Directors on remuneration arrangements for
directors and senior management and (ii) administer the Company's incentive
stock option plans, which includes selecting the executives and other key
personnel of the Company eligible to participate in those plans. The members of
the Compensation Committee are Martin C. Bowen and Dr. H. Kirk Downey. During
the fiscal year ended February 28, 1999, that committee held four (4) meetings.
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 28, 1999,
that committee held no meetings. The Company does not have a nominating
committee.
SECURITY OWNERSHIP OF PRINCIPAL BENEFICIAL OWNERS
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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 10,
1999 were as follows:
<TABLE>
<CAPTION>
Title of Class Name & Address of Beneficial Owner Number of Shares Percent of Class
----------------- ---------------------------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock FMR Corp. 423,900 (1) 9%
$1.00 par value 82 Devonshire Street
Boston, MA 02109
242,930 (2) 5.1%
Common Stock Dimensional Fund Advisors, Inc.
$1.00 par value 1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
(1) Based on a Schedule 13G filed with the Securities Exchange Commission by
FMR Corp. According to that filing, Fidelity Low- Priced Stock Fund
("Fidelity"), an affiliate of FMR and a registered investment company, has
a beneficial ownership in those shares and Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp. and an investment adviser,
is deemed to have beneficial ownership in the same shares as a result of
acting as investment adviser to Fidelity
(2) Based on information furnished by Dimensional Fund Advisors, Inc.
("Dimensional"), a registered investment advisor, Dimensional is deemed to
have beneficial ownership of 242,930 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.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
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The Bylaws of the Company generally 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, Sam Rosen,
and Kevern R. Joyce expire at the 1999 Annual Meeting of Shareholders. The
Board of Directors nominated and recommends the reelection of Messrs. Martin C.
Bowen, Sam Rosen, and Kevern R. Joyce for a three-year term expiring at the 2002
Annual Meeting of Shareholders.
On April 20, 1999 the Board of Directors amended the Company's Bylaws by
revising Bylaw 3.02 and 3.03 to provide that during the period from April 20,
1999 until the 2000 annual shareholders meeting the Company shall have ten
directors. This was done to provide a position on the Board of Directors for
David H. Dingus, the President and Chief Operating Officer of the Company who
was then named to the Board of Directors to serve until the shareholders meeting
to be held on July 13, 1999. The Texas Business Corporation Act prohibits a
board of directors from filling a vacancy, created by an increase in the number
of directors, for a period which extend beyond the next meeting of the Company
shareholders. However, the Board of Directors has nominated Mr. Dingus for
election to the Board of Directors to fill the new position added for the period
between the 1999 annual shareholders meeting and the 2000 annual shareholders
meeting. If elected Mr. Dingus will, therefore, serve with those directors
whose term expires at the annual shareholders meeting in 2000.
The Company's current Bylaws provide that any amendments made to the Bylaws must
be submitted to the shareholders for
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ratification at the next meeting of the shareholders. A complete set of new
Bylaws, including Bylaw 3.02 and 3.03 referred to above will be submitted to the
shareholders as Proposal No. 4. If this proposal should fail the new temporary
position on the Board of Directors will be eliminated and only the three
director positions, the terms of which expire at the 2002 annual shareholder
meeting, will be filled.
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 directors.
PROPOSAL NO. 2: RATIFICATION OF A PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES
OF INCORPORATION ON THE CALLING OF A SPECIAL MEETING OF THE SHAREHOLDERS.
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The Board of Directors has adopted, subject to approval by the shareholders, an
amendment to the Company's Articles of Incorporation which would permit the
Bylaws of the Company to provide for the calling of a special meeting of the
shareholders by the holders of a least fifteen (15) percent of all the shares
entitled to vote at the proposed special meeting. The Texas Business
Corporation Act permits Company bylaws to provide for the calling of a special
meeting of the shareholders by the holders of a number of shares greater than or
less than ten (10) percent; only when specifically permitted by the articles of
incorporation. The proposed amendment to the Company's Articles of
Incorporation provides as follows:
"Article ____. SPECIAL MEETINGS OF THE SHAREHOLDERS. A special meeting of
the shareholders may be called by the holders of a least fifteen (15)
percent of all the shares entitled to vote at the proposed special
meeting."
It is the opinion of the Board of Directors that by increasing the number of
shares required to call a special meeting of shareholders, the Company will be
better protected against hostile action by holders of a small minority of its
shares. The affirmative vote of the holders of two-thirds of the outstanding
shares of Common Stock is required to ratify this proposed amendment to the
Articles of Incorporation.
The Board of Directors recommends that shareholders vote "FOR" the ratification
of this proposed addition to the Company's Articles of Incorporation.
PROPOSAL NO. 3: RATIFICATION OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
OF THE COMPANY ON INDEMNIFICATION OF DIRECTORS, ADVISORY DIRECTORS AND OFFICERS.
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The Board of Directors has adopted, subject to approval by the shareholders, an
amendment to the Company's articles of incorporation providing for
indemnification of directors, advisory directors, and officers of the Company
when they are made or threatened to be made a defendant or respondent in any
action, suit or proceeding by reason of the fact that he or she is or was a
director, advisory director or officer of the Company. The proposed new article
would also permit the Company to advance, pay or reimburse expenses in
connection with any such action, as permitted by law.
The proposed new article is consistent with provisions contained in the Bylaws
of the Company as now in effect and is also consistent with provisions contained
in the proposed new Bylaws which are being submitted to the shareholders for
approval at the annual meeting of shareholders.
While the provisions of the proposed new article are no broader in their
coverage than the current or proposed bylaws of the Company, the Board of
Directors believes that most publicly held companies provide to their directors,
advisory directors and officers, the additional protection which comes from
inclusion of indemnification provisions in the most fundamental of a Company's
governing documents, the Articles of Incorporation. The Board of Directors
believes that inclusion of indemnification provisions in its articles of
incorporation will benefit the Company as it seeks to replace over the next few
years several of the currently active members of its Board of Directors who will
be reaching retirement age.
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There are no pending or anticipated actions, suits or proceedings known to the
Company's current directors, advisory directors or officer which would be
covered by the indemnification provisions.
The proposed amendment to the Company's Articles of Incorporation provides as
follows:
"Article ____. INDEMNIFICATION; INSURANCE. The Corporation shall
indemnify to the full extent permitted by law any person who is made or
threatened to be made a defendant or respondent in any action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, or in any appeal in such an action, suit or proceeding, by
reason of the fact that he or she is or was a Director, advisory director
or officer of the Corporation or of any other company at the request of the
Corporation or is or was serving at the Corporation's request as an
officer, managing partner or in any other position of authority in the
operation of a partnership, limited partnership or joint venture in which
the Corporation has or had a substantial direct or indirect interest
(collectively referred to hereinafter as "Indemnified Persons"), against
all expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such Indemnified Persons
in connection with any such action, suit or proceeding. The Corporation
shall advance, pay and reimburse (as applicable) expenses to Indemnified
Persons to the full extent permitted by law. The Corporation may, to the
extent permitted by law, purchase and maintain insurance, create a trust
fund, establish any form of self-insurance, secure its indemnity obligation
by grant of a security interest or other lien on the assets of the
Corporation, establish a letter of credit, guaranty or surety arrangement,
or other arrangement on behalf of Indemnified Persons against any liability
asserted against such persons in their capacities as described above,
whether or not the Corporation would have the power to indemnify such
Indemnified Persons against such liability. No amendment to or rescission
of this Article shall affect the rights of any of the Indemnified Persons
to indemnification or the advancement, payment or reimbursement of expenses
required by this article growing out of any act, transaction, event or
circumstance which occurred before such amendment or rescission."
The affirmative vote of the holders of two-thirds of the outstanding shares of
Common Stock is required to ratify this proposed amendment to the Articles of
Incorporation.
The Board of Directors recommends that shareholders vote "FOR" the ratification
of this proposed addition to the Company's Articles of Incorporation.
PROPOSAL NO. 4: RATIFICATION OF AMENDED AND RESTATED BYLAWS
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In General. The Board of Directors of the Company has unanimously adopted
amended and restated Bylaws of the Company (the "Restated Bylaws") and
recommends them to the shareholders of the Company for ratification. The
Restated Bylaws are submitted as Proposal No. 4, which is discussed in detail
below.
Prior to amendment, the Bylaws of the Company (the "Prior Bylaws") provided that
the Bylaws may be amended by the Board of Directors of the Company subject to
ratification by the shareholders of the Company at the next annual meeting of
shareholders of the Company. The Restated Bylaws were adopted by the Board of
Directors on May 11, 1999. In order to continue the Restated Bylaws in force
and effect after the 1999 Annual Meeting of Shareholders, the Restated Bylaws
must be ratified by the shareholders of the Company. The affirmative vote of
the holders of a majority of the outstanding shares of Common Stock is required
to ratify the Restated Bylaws.
Before voting on the Restated Bylaws, shareholders should read carefully the
following sections of this Proxy Statement, which describe more fully the
Restated Bylaws and their purposes and effect, as well as Exhibit A attached
hereto and by reference made a part hereof. Exhibit A sets forth the full text
of the Restated Bylaws.
The Prior Bylaws were adopted many years ago and have been amended numerous
times. The Restated Bylaws are intended to modernize the Company's Bylaws and
incorporate in a single document changes made by prior amendments. The Restated
Bylaws also amend various provisions of the Prior Bylaws including those
discussed below.
Shareholders Meetings. Prior Bylaw 2.02 required that annual shareholders
meetings shall be held on the second Tuesday in July. Restated Bylaws Section
2.02(a) allows greater flexibility by permitting the Board of Directors to
select the date and time for annual meetings.
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As discussed under PROPOSAL NO. 2: RATIFICATION OF THE PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION ON THE CALLING OF A SPECIAL MEETING OF
THE SHAREHOLDERS, an amendment to the Company's Articles of Incorporation is
proposed dealing with the call by shareholders of a special meeting of
shareholders. The proposed amendment to the Articles of Incorporation would
require action by the holders of at least fifteen percent of all of the shares
entitled to vote at the meeting in order for shareholders to call a special
meeting of shareholders. Prior Bylaw 2.03 provided that a special meeting could
be called by the holders of not less than one-tenth of all of the shares
entitled to vote at the meeting. Section 2.03(a) of the Restated Bylaws
increases this percentage to fifteen percent. This change is, however, subject
to the shareholders amending the Company's Articles of Incorporation as
recommended in PROPOSAL NO. 2. Under Section 9.03 of the Restated Bylaws, the
requirement for calling a special meeting will remain at ten percent until the
Company's Articles of Incorporation are amended as proposed in PROPOSAL NO. 2.
Restated Section 2.04(a) makes a change to permit notice of a shareholders
meeting to be given as early as 60 days before the date of the meeting. Prior
Bylaw 2.04 provides that the notice might be given no earlier than 50 days
before the date of the meeting. When Prior Bylaw 2.04 was adopted, the Texas
Business Corporation Act ("TBCA") provided that notice might not be given
earlier than 50 days before the meeting. The change made by Restated Section
2.04(a) would permit giving shareholders greater advanced notice of a
shareholders meeting.
Section 2.05 of the Restated Bylaws makes provision for preparation of a list of
shareholders entitled to vote at a meeting and inspection of such a list by
shareholders. Section 2.05 also provides that the original share transfer
records of the Company shall be prima facie evidence as to who are the
shareholders entitled to examine the list and to vote at any meeting of
shareholders.
Business to Be Conducted at Shareholders Meetings. Section 2.08 of the Restated
Bylaws provides that only such business may be conducted at an annual
shareholders meeting as is properly brought before the meeting. The Prior
Bylaws did not contain a similar provision.
Under Section 2.08 of the Restated Bylaws, in order for a matter of business to
be properly brought before an annual meeting by a shareholder, the shareholder
must give the Secretary of the Company certain prior written notice. The
shareholder's notice must be received at the principal office of the Company not
less than 50 or more than 75 days prior to the meeting; however, if less than 65
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, the shareholder's notice must be received at the principal
office of the Company not later than the close of business on the 15th day
following the earlier of the day on which the notice of the date of the annual
meeting was mailed or public disclosure of the date of the meeting was made.
The shareholder's notice must set forth (i) a brief description of each matter
of business the shareholder proposes to bring before the annual meeting and the
reasons for bringing such matter before the annual meeting (ii) the name and
record address of the shareholder proposing such business, and (iii) the class
and number of shares of the Company which are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such business.
Section 2.08 is intended to provide the Board of Directors with prior notice of
any matter to be brought before a meeting so that the Directors will have an
opportunity to consider the matter and be prepared to make an appropriate
recommendation if they conclude a recommendation should be made.
Voting of Certain Shares. Section 2.11 of the Restated Bylaws makes provision
as to how shares are to be voted when held by another corporation, a fiduciary,
a receiver, or a pledgee. There was no corresponding provision in the Prior
Bylaws. Restated Bylaw Section 2.11 was added to avoid possible uncertainty as
to how shares thus held are to be voted. Section 2.11(e) continues the
prohibition found in Prior Bylaw 2.07 against the voting of treasury shares
owned by the Company.
Record Date. Restated Bylaws Section 2.12(a) provides that the Board of
Directors may fix in advance a record date for the purpose of determining
shareholders entitled to notice of or to vote at a shareholders meeting and
provides that the record date must be not less than 10 nor more than 60 days
prior to the meeting. Prior Bylaw 2.08 provided that the record date was to be
not less than 10 nor more than 50 days prior to the meeting. This change
permits increasing the time in which advanced notice of a shareholders meeting
could be given as provided by Restated Bylaws Section 2.04 discussed above by
allowing for fixing an earlier record date to determine shareholders entitled to
notice.
Classification of Directors. Prior Bylaw 3.02 provided for election of
directors in three classes consisting of three Directors each, with each class
to hold office for a term of three years. Section 3.02(a) of the Restated
Bylaws continues election of Directors by classes. However, under Restated
Bylaws Section 3.02(b), one additional Director is to be elected for a one year
term. Section 3.02(b) is intended to permit the election of the Company's Chief
Operating Officer, Mr. David H.
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Dingus, without requiring loss of the services of any experienced incumbent
Director which would not be possible if the number of Directors were to remain
at nine for the year beginning with the 1999 Annual Shareholders Meeting.
Nomination of Directors. Section 3.08 of the Restated Bylaws provides that only
those persons who are nominated in accordance with Section 3.08 shall be
eligible for election as Directors. The Prior Bylaws did not contain a similar
provision.
Under Section 3.08, in order for a nomination to be made by a shareholder, the
shareholder must give the Secretary of the Company certain prior written notice.
The shareholder's notice must be received at the principal office of the Company
not less than 50 nor more than 75 days prior to the meeting at which the
nomination is to be made; however, if less than 65 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, the
shareholder's notice must be received at the principal office not later than the
close of business on the 15th day following the earlier of the day on which the
notice of the date of the meeting was mailed or public disclosure was made. The
shareholder's notice must set forth as to each person whom the shareholder
proposes to nominate (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class and number of shares of the corporation which are beneficially owned
by the person, and (iv) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of Directors
pursuant to Regulation 14A of the Securities Exchange Act 1934, as amended. A
shareholder's notice must also set forth as to the shareholder giving the notice
(i) the name and record address of the shareholder and (ii) the class and number
of shares of the Company which are beneficially owned by the shareholder.
Section 3.08 is intended to provide the Board of Directors with prior notice of
any proposed nomination so that the Company may determine the proposed nominee's
qualifications for election and be given an opportunity to consider the proposed
nominee and be prepared to make an appropriate recommendation if they conclude a
recommendation should be made.
Officers. Sections 5.06 and 5.07 of the Restated Bylaws make provision,
respectively, for election of a Chairman of the Board and Chief Executive
Officer. There were no corresponding provisions in the Prior Bylaws. These
provisions formalize the offices of Chairman of the Board and Chief Executive
Officer which titles have been held by Mr. L. C. Martin for many years.
A Chairman of the Board, if elected, would preside at all meetings of the
shareholders and the Board and perform such other duties as may be prescribed by
the Board from time to time. If no Chairman is elected, the duties of that
office would be performed by the President unless the Board provides otherwise.
The Chief Executive Officer, if elected, would supervise, control, and have
general and active management of the day-to-day business and affairs of the
Company and perform such other duties as might be prescribed by the Board from
time to time. If no Chief Executive Officer is elected, the duties of that
office would be performed by the President unless the Board provides otherwise.
Amendment of Bylaws. Section 7.10 of the Restated Bylaws provides that the
Company's Bylaws may be altered, amended or repealed or new bylaws adopted by
the Board of Directors by the affirmative vote of a majority of the Directors
present at a meeting at which a quorum is present provided certain notice is
given; however, Director action in altering, amending or repealing bylaws or
adopting new bylaws would be subject to the shareholders repealing or changing
the action of the Board of Directors or making new bylaws. Further, the Board
of Directors would not be permitted to amend or repeal a particular Bylaw if the
shareholders, in amending, repealing or adopting a particular Bylaw, expressly
provided that the directors may not amend or repeal that Bylaw. Prior Bylaw
7.11 provided that the Bylaws might be amended by the shareholders or the
Directors but any amendment adopted by the Directors would continue in force
only until the next annual or special meeting of shareholders at which time the
amendment would either be ratified or rejected by the shareholders. This change
is intended to eliminate the need to bring all bylaw modifications before the
shareholders for ratification while leaving ultimate authority for content of
bylaws with the shareholders. The Company's Directors believe that this change
will bring the Company's Bylaw provisions with regard to amendment into
conformity with the provisions of most other publicly held companies.
PROPOSAL NO. 5: RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------
Subject to ratification 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 29, 2000. This firm of certified public
accountants or its predecessor has acted as independent auditors for the Company
and its subsidiaries since 1976.
6
<PAGE>
Representatives of Ernst & Young LLP will be present at the 1999 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 10, 1999, 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 and unless otherwise indicated
has served for at least five years in the capacity indicated..
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Principal Occupation for Past Five Common Stock of the % of
Years; Positions and Offices Director Company Beneficially Class
Directors Age with the Company Since Other Directorships Owned at May 10, 1999 (1)
- ----------------------------- --- -------------------- -------- ------------------- --------------------- -----
L.C. Martin (2) 73 Chairman of the Board and Chief 1958 None. 179,982 (4) 4%
Executive Officer of the Company
Martin C. Bowen (14) 55 Vice President & CFO of Fine Line 1993 None 7,600 (6) *
Inc.
Kevern R. Joyce 52 President, CEO and Chairman of TNP 1997 TNP Enterprises, Inc. 4,100 (7) *
Enterprises, Inc. (1994-Present) (3)
Senior Vice President and CEO of
Tuscon Electric Power Co.
(1992-1994)
Sam Rosen (8) 63 Partner in the law firm of 1996 GAINSCO, INC. (3) 14,339 (9) *
Shannon, Gracey, Ratliff & Miller,
L.L.P. ; Secretary of the Company
since 1996
Robert H. Johnson (5) 74 Financial Consultant; Certified 1965 None. 5,100 (17) *
Public Accountant
Dana L. Perry (2) 50 Vice President of Finance, Chief 1992 None. 117,000 (10) 2.5%
Financial Officer, and Assistant
Secretary of the Company
R.J. Schumacher (5) 70 Vice President of Texland 1986 None. 19,885 (11) *
Petroleum, Inc. (1998-Present)
President and CEO of Texland
Petroleum, Inc. (1973-1998)
W.C. Walker (5) 75 Management Consultant (1989-Present) 1986 None. 25,415 (12) *
Dr. H. Kirk Downey (14) 56 Dean of the M.J. Neeley School of 1992 Harris Methodist 2,100 (15) *
Business and a Professor of Health Plan-1; LKCM
Management at Texas Christian Fund
University
David H. Dingus (16) 51 President and Chief Operating 1999 None 2,000 (18) *
Officer of the Company
(1998-Present) , President and
Chief Executive of Reedrill Corp.
(1989-1998)
All Current Directors and Executive Officers as a Group (11 Persons) 384,132 (13) 7.9%
*Less than one percent (1%)
</TABLE>
(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 10, 1999 (4,741,270 shares), plus the shares of Common
Stock such individual has the right to acquire within sixty (60) days of
May 10, 1999, pursuant to the exercise of stock options granted by the
Company.
(2) Member of the Nonstatutory Stock Option Committee.
(3) A publicly owned corporation.
7
<PAGE>
(4) Includes 35,723 shares of Common Stock which Mr. Martin has the right to
acquire within 60 days of May 10, 1999, pursuant to the exercise of stock
options granted under the 1986 and 1991 Incentive Stock Option Plans of the
Company.
(5) Member of the Audit Committee.
(6) Includes 7,500 shares Mr. Bowen has the right to acquire within 60 days of
May 10, 1999, pursuant to the exercise of stock options granted under the
1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(7) Includes 2,100 shares Mr. Joyce has the right to acquire within sixty (60)
days of May 10, 1999, pursuant to the exercise of stock options granted
under the 1991 Nonstatutory Stock Option Plan of the Company.
(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.
(9) Includes 8,300 shares Mr. Rosen has the right to acquire within sixty (60)
days of May 10, 1999, pursuant to the exercise of stock options granted
under the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(10) Includes 12,427 shares Mr. Perry has the right to acquire within 60 days of
May 10, 1999, pursuant to the exercise of stock options granted under the
1986 and 1991 Incentive Stock Option Plans of the Company.
(11) Includes 18,012 shares Mr. Schumacher has the right to acquire within sixty
(60) days of May 10, 1999, pursuant to the exercise of stock options
granted under the 1988, 1991 and 1997 Nonstatutory Stock Option Plans of
the Company.
(12) Includes 18,012 shares Mr. Walker has the right to acquire within sixty
(60) days of May 10, 1999, pursuant to the exercise of stock options
granted under the 1988, 1991 and 1997 Nonstatutory Stock Option Plans of
the Company. All 7,300 shares of Common Stock currently owned are held
jointly by Mr. Walker and his wife.
(13) The percentage is calculated by using total shares of Common Stock
outstanding at the close of business on May 10, 1999 (4,741,270) plus
54,835 shares of Common Stock that executive officers of the Company have
the right to acquire within 60 days of May 10, 1999, pursuant to the
exercise of stock options granted under the 1986 and 1991 Incentive Stock
Option Plans of the Company plus 57,924 shares of Common Stock that
directors have the right to acquire within sixty (60) days of May 10, 1999,
pursuant to the exercise of stock options granted under the 1988, 1991 and
1997 Nonstatutory Stock Option Plans of the Company.
(14) Member of Compensation Committee.
(15) Includes 2,000 shares Mr. Downey has the right to acquire within sixty (60)
days of May 10, 1999 pursuant to the exercise of stock options granted
under the 1991 and 1997 Nonstatutory Stock Option Plans of the Company.
(16) Mr. Dingus was employed as President and Chief Operating Officer on
September 16, 1998, and was elected to the board of directors on April 20,
1999.
(17) Includes 2000 shares Mr. Johnson has the right to acquire within sixty (60)
days of May 10, 1999, pursuant to the exercise of stock options granted
under the 1997 Nonstatutory Stock Option Plan of the Company.
(18) Includes 1000 shares Mr. Dingus has the right to acquire within sixty (60)
days of May 10, 1999, pursuant to the exercise of stock options granted
under the 1991 Incentive Stock Option Plan of the Company.
No family relationship exists between any director or executive officer of the
Company and any other director or executive officer of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance. 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 officers 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 28, 1999, 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.
It has been the philosophy and the practice of the Committee to relate executive
compensation to the profitability of the Company. The compensation program
provides for market-driven salary ranges based on job responsibilities and
influences on Company performance
8
<PAGE>
with a balanced incentive compensation element based on profit performance of
the Company. This is accomplished through a two-tiered structure of measuring
the compensation rewards as follows:
1. Base Salary - The Committee reviews and approves salaries for the chief
executive officer and the other executive officers on an annual basis. Base
salaries recommended to the Board of Directors are reviewed and set based on
information derived from comparative group reviews and national surveys of
compensation data, as well as evaluations of each individual executive's
position and expected future performance and contribution. In making salary
decisions, the Committee exercises its discretion and judgment with no
specific formula being applied to determine salary levels.
2. Bonus - The purpose of the bonus program is to promote the Company's goal of
increasing shareholder value through sustainable internal growth, high
operating efficiencies, strategic acquisitions, and attracting highly
motivated, results-oriented executive officers. A portion of executive
compensation was calculated using a formula reflecting growth in pretax
income of the Company in the case of the chief executive officer and certain
other executive officers or a particular segment of the Company in the case
of an executive officer who is responsible for such segment. Mr. Martin's,
Mr. Dingus's and Mr. Perry's bonus base is fixed at 2.5%, 1.25% and 1% of
the yearly pretax profits of the Company, respectively. Mr. Wright's bonus
base is fixed at 1.25% of the yearly pretax profits of the Company's Service
Segment. The maximum and minimum bonus is set at 150% and 50% of the bonus
base, respectively. When the Company or a segment exceeds prior year
performance, the executives are rewarded through increased bonuses up to a
maximum of 150% of his bonus base. Conversely, if the Company or segment
falls short of the prior year's performance, the executive officers receive
a reduced bonus. If the current years performance falls below 50% of the
prior year, the executive officers receive no bonus.
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, and the Company Stock
Option Plans.
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 29, 2000, 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 directors, seven of whom are independent
directors.
MEMBERS OF THE COMPENSATION COMMITTEE
Martin C. Bowen
Dr. H. Kirk Downey
9
<PAGE>
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 28, 1999, February 28, 1998, and February 28, 1997,
of the Chief Executive Officer and the other most highly compensated executive
officers of the Company whose total annual salary and bonus exceeded $100,000
(the "Named Executives").
SUMMARY COMPENSATION TABLE
==========================
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- -----------------------
AWARDS PAYOUTS
Other Restricted Long-Term All Other
Name and Year Annual Stock Award(s) Options/ Incentive Compensation
Principal Position Ending Salary ($) Bonus($) Compensation ($) SARs (#) Payouts ($) ($)
- ---------------------- ------ --------- -------- ($) ------------ ------- --------- -----------
------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L.C. Martin, Chairman 1999 250,000 150,500 0 0 0 0 46,954 (1)
and Chief Executive 1998 250,000 317,468 0 0 16,299 0 52,254 (2)
Officer 1997 250,000 214,919 0 0 0 0 52,397 (3)
D.H. Dingus, 1999 97,167 31,580 0 0 10,000 0 0
President and 1998 0 0 0 0 0 0 0
Chief Operating 1997 0 0 0 0 0 0 0
Officer (6)
D.L. Perry, Vice 1999 75,000 60,200 0 0 0 0 11,134 (4)
President of Finance 1998 75,000 126,987 0 0 5,840 0 16,894 (4)
Chief Financial 1997 75,000 85,968 0 0 0 0 12,979 (4)
Officer, and
Assistant Secretary
F. L. Wright, Jr. 1999 108,200 94,607 0 0 0 0 11,134 (5)
Senior Vice 1998 85,200 78,818 0 0 5,685 0 16,894 (5)
President 1997 77,550 84,522 0 0 0 0 14,460 (5)
Galvanizing Segment
</TABLE>
(1) The amount of $46,954 includes fiscal 1999 Directors fees of $9,200, 1999
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$11,134, and the increase in the cash surrender value of the insurance
policy on the life of Mr. Martin of $26,620 described below under Buy-Sell
and Termination Agreement.
(2) The amount of $52,254 des fiscal 1998 Director Fees of $8,600, 1998
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$16,894, and the increase in the cash surrender value of the insurance
policy on the life or Mr. Martin of $26,760 described below under Buy-Sell
and Termination Agreement.
(3) The amount of $52,397 includes fiscal 1997 Director fees of $8,600, 1997
contribution made to Mr. Martin's account in Aztec's Profit Sharing Plan of
$14,460, and the increase in the cash surrender value of the insurance
policy on the life of Mr. Martin of $29,337 described below under Buy-Sell
and Termination Agreement.
(4) This amount represents the contribution made to Mr. Perry's account in
Aztec's Profit Sharing Plan.
(5) This amount represents the contribution made to Mr. Wright's account in
Aztec's Profit Sharing Plan.
(6) Mr. Dingus joined the Company on September 16, 1998.
10
<PAGE>
Option/SAR Grants in Last Fiscal Year. The following table information with
regard to the only stock options granted to Named Executives during the fiscal
year ending February 28, 1999. The Company has no SARs.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
=====================================
<TABLE>
<CAPTION>
% of Total Potential Realized Value at
--------- ---------------------------
Number of Options/ Exercise or Assumed Annual Rates of Stock
-------- -------- ----------- -----------------------------
Options/ SARs Granted Base Price Price Appreciation for Option
------- ------------ ---------- -----------------------------
SARs Granted to Employees ($ per share) Expiration Term($)
------------ ------------ ------------- ---------- ------
Name (a) in Fiscal Year (b) Date 5% (c) 10% (c)
---- --- ------------- --- ---- ----- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
D.H. Dingus 10,000 100% 8.875 5/20/03 24,550 54,150
</TABLE>
(1) Options granted become vested and exercisable at a rate of 2000 per year on
the first of each of the fiscal years of the Company beginning March 1,1999,
and are for a term of 5 years, subject to earlier termination related to
termination of employment.
(2) The option above was granted at market value at date of grant.
(3) These columns reflect the potential realizable value of each grant assuming
the market value of the Company's stock appreciates at 5 percent and 10
percent, compounded annually, from the date of grant over the term of the
option. There is no assurance that the actual stock price appreciation over
the 5 year option term will be at the assumed 5 percent or 10 percent levels
or at any other level. Unless the market price of the stock does in fact
appreciate over the option term, no value will be realized from the option
grants. These calculations are based on requirements promulgated by the
Securities Exchange Commission and do not reflect the Company's estimate of
future price growth.
Options Exercised and Year End Value Table. The following table sets forth
certain information regarding the options exercised and the year end value of
options held by the Named Executives during the fiscal year ending February 28,
1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
=================================
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Shares Acquired Options at FY-End (#) Money Options at FY-End ($)
Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- -------------------- ------------------- ------------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
L. C. Martin 0 0 35,723 -0- 74,054 -0-
D.H. Dingus 0 0 2,000 8,000 -0- -0-
D. L. Perry 0 0 12,427 -0- 25,113 -0-
F. L. Wright, Jr. 0 0 5,685 -0- -0- -0-
</TABLE>
(1) For purposes of calculating the value of "in-the-money" options, the closing
price of the Company's Common Stock of $8.25 on February 26, 1999 was used.
Change in Control Agreement. The Company has entered into a change in control
agreement with Mr. L. C. Martin, the 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 a beneficial interest
in 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 of $750,000.00 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"). This payment will be owed whether
or not the change in control is approved by the Board of Directors and/or
Shareholders of the Company. However,
11
<PAGE>
if the employment of Mr. Martin during the three-month period is terminated b y
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 chief executive officer of the Company. Under the Agreement, the Company
agrees to maintain a whole life insurance policy in the face amount of $1
million on the life of Mr. Martin (the "Policy"). The Company shall be the
owner and direct beneficiary of the Policy and shall be solely responsible for
the payment of premiums required to be paid to keep the Policy in effect. The
Agreement provides that the proceeds from Policy be used to acquire from the
executive's wife or estate shares of Company Common Stock in the event the
executive dies while employed by the Company. The purchase price per share is
to be the closing price of the stock on the NYSE 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 Mr. Martin, including cash surrender value without the exchange of any
shares of Common Stock. The Company 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 $303,350 at February 28, 1999.
[The lower portion of this page left blank intentionally]
12
<PAGE>
Stock Price Performance Graph. The following graph illustrates the five-year
cumulative total return on investments in Aztec Manufacturing Co., the CRSP
Index for NYSE Stock Market (U.S. Companies) and the CRSP Index for NYSE Stocks
(SIC 5000-5099 US Companies). These indices are prepared by the Center for
Research in Security Prices of The University of Chicago Graduate School of
Business. Aztec is listed on the New York Stock Exchange 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, 1994, in shares of Aztec Manufacturing Co. and each index, all
with cash dividends reinvested. The calculations exclude trading commissions
and taxes.
Five Year-Cumulative Total Return
Value of $100 Invested on February 28, 1994
For Fiscal Year Ended on the Last Day of February
<TABLE>
<CAPTION>
2/94 2/95 2/96 2/97 2/98 2/99
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Aztec Manufacturing Co. 100.0 66.9 74.2 148.3 222.4 133.2
CRSP Index for NYSE Stock Market (US Companies) 100.0 105.8 141.0 173.7 232.3 257.8
CRSP Index for NYSE Stocks (SIC 5000-5099 US Companies) 100.0 95.2 110.5 124.5 162.7 175.0
Wholesale trade - durable goods
</TABLE>
13
<PAGE>
ACTION TO BE TAKEN UNDER THE PROXY
- ----------------------------------
Unless otherwise specified in the accompanying proxy, the proxy holders will
vote the shares covered by them "FOR" the election of Martin C. Bowen, Sam
Rosen, and Kevern R. Joyce as directors for a three year term expiring at the
2002 annual meeting of shareholders and for the election of David H. Dingus as
director for a one year term expiring at the 2000 annual meeting of the
shareholders, "FOR" the proposed amendments to the Articles of Incorporation,
"FOR" the ratification of the proposed new By-laws of the Company, and "FOR" the
ratification of the appointment of Ernst & Young LLP as the independent auditors
of the Company for its fiscal year ending February 29, 2000.
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.
SHAREHOLDER PROPOSALS
- ---------------------
Shareholder proposals for inclusion in the Proxy Statement for the 2000 Annual
Meeting of Shareholders must be received at the executive office of the Company
on or before January 29, 2000.
ANNUAL REPORTS
- --------------
The Company's 1999 Annual Report to Shareholders, covering the fiscal year ended
February 28, 1999, 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 1999 Form 10-K Report, including the financial
statements and schedules thereto, required to be filed with the Securities and
Exchange Commission, may be obtained without charge (except for exhibits to such
Form 10-K Report which will be furnished upon payment of the Company's
reasonable expense in furnishing such exhibits) by any shareholder whose proxy
is solicited upon written request to: Aztec Manufacturing Co., 400 North
Tarrant Street, Crowley, Texas 76036, Attention: Dana Perry.
Crowley, Texas AZTEC MANUFACTURING CO.
May 28, 1999
14
<PAGE>
BYLAWS OF AZTEC MANUFACTURING CO.
Contents
--------
Art. 1: Offices
1.01 Principal Office
1.02 Registered Office
1.03 Other Offices
Art. 2: Meetings of Shareholders
2.01 Place of Meetings
2.02 Annual Meeting
2.03 Special Meetings
2.04 Notice of Meetings
2.05 Voting Lists
2.06 Quorum
2.07 Organization of Meetings
2.08 Business to be Conducted
2.09 Proxies
2.10 Voting of Shares
2.11 Voting of Shares by Certain Holders
2.12 Record Date; Closing Transfer Books
Art. 3: Directors
3.01 Management
3.02 Number; Qualification; Election; Term
3.03 Change in Number
3.04 Resignation
3.05 Removal
3.06 Vacancies
3.07 Election of Directors
3.08 Nomination of Directors
3.09 Place of Meetings
3.10 First Meetings
3.11 Regular Meetings
3.12 Special Meetings
3.13 Quorum; Majority Vote
3.14 Compensation
3.15 Procedure
3.16 Interested Directors, Officers and Shareholders
3.17 Committees of the Board
3.18 Advisory Directors
Art. 4: Notice and Attendance through Use of Electronic Equipment
4.01 Method
4.02 Waiver
4.03 Telephone and Similar Meetings
Art. 5: Officers and Agents
5.01 Number; Qualification; Election; Term
5.02 Removal
EXHIBIT A
<PAGE>
5.03 Vacancies
5.04 Authority
5.05 Compensation
5.06 Chairman of the Board
5.07 Chief Executive Officer
5.08 President
5.09 Vice President
5.10 Secretary
5.11 Assistant Corporate Officers
5.12 Treasurer
Art. 6: Certificates and Shareholders
6.01 Certificates
6.02 Replacement of Lost or Destroyed Certificates
6.03 Transfer of Shares
6.04 Registered Shareholders
6.05 Pre-Emptive Rights
6.06 Treasury Stock
6.07 Dividends and Reserves
Art. 7: General Provisions
7.01 Books and Records
7.02 Annual Statement
7.03 Contracts
7.04 Loans
7.05 Checks, drafts, etc.
7.06 Deposits
7.07 Fiscal Year
7.08 Seal
7.09 Resignation
7.10 Amendment of Bylaws
7.11 Construction
7.12 Relation to Laws and Articles
Art. 8: Indemnification
8.01 Indemnification; Insurance
Art. 9: Transition Provisions
9.01 Prior Bylaws
9.02 Directors and Officers
9.03 Effect of Section 2.03
9.04 Effect of Article 9
<PAGE>
Article 1: Offices
Section 1.01. Principal Office. The principal office of Aztec Manufacturing
Co. (the "Corporation") shall be maintained in Tarrant County, Texas.
Section 1.02. Registered Office. The registered office of the Corporation
shall be maintained in the State of Texas as required by law. The registered
office of the Corporation may be, but need not be, the same as the principal
office. The address of the registered office may be changed from time to time
by the Board of Directors of the Corporation (the "Board") in the manner
provided by law.
Section 1.03. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Texas, as the Board may from
time to time determine or the business of the Corporation may require.
Article 2: Meetings of Shareholders
Section 2.01. Place of Meetings. The Board may designate any place, either
within or without the State of Texas, as the place of meeting for any annual
meeting or for any special meeting called by the Board. If no designation is
made, or if a special meeting is called other than by the Board, the place of
meeting shall be the principal office of the Corporation.
Section 2.02. Annual Meeting. (a) The annual meeting of shareholders shall
be held each year at a time and on a day as may be selected by the Board. At
the meeting, the shareholders shall elect Directors and transact such other
business as may properly come before the meeting.
(b) If an annual meeting is omitted by oversight or otherwise and not
held as provided herein, an annual meeting may be called at a later date in the
manner provided for special meetings, and business transacted at such a meeting
shall be valid as if transacted at an annual meeting held as provided herein.
Section 2.03. Special Meetings. (a) Unless otherwise prescribed by law or
by the Articles of Incorporation of the Corporation (the "Articles") or these
Bylaws, special meetings of the shareholders may be called for any purpose by
(i) the Chairman of the Board (ii) the President, if no Chairman of the Board
has been elected, (iii) the Board, or (iv) the holders of at least fifteen
percent of all of the shares entitled to vote at the meetings.
(b) Business transacted at any special meetings shall be confined to the
purpose or purposes stated in the notice of the meeting.
Section 2.04. Notice of Meetings. (a) Written or printed notice of all
meetings of shareholders stating the place, day and hour thereof, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered by personal delivery or by mail, not less than ten
days nor more than 60 days before the date of the meeting, to each shareholder
entitled to vote at the meeting. If mailed, notice shall be deemed delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the share transfer records of the Corporation, with
postage thereon prepaid.
(b) Delivery of any notice of a shareholder meeting to any officer or
manager of a corporation, company or association, or to any member of a
partnership, shall constitute delivery of the notice to the corporation,
company, association or partnership.
Section 2.05. Voting Lists. (a) At least ten days before each meeting of
shareholders, the officer or agent having charge of the share transfer records
of the Corporation shall make a complete list of shareholders entitled to vote
at the meeting. The list shall be arranged in alphabetical order and show the
address of each shareholder and the number
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of shares held by each. For a period of ten days prior to the meeting, the list
shall be kept on file at the registered office or principal place of business of
the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share
transfer records shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share transfer records or to vote at any
meeting of shareholders.
(b) Failure to comply with the requirements of this Section 2.05 with
respect to any meeting of shareholders shall not affect the validity of any
action taken at such meeting.
Section 2.06. Quorum. (a) The holders of a majority of the shares issued
and outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at any meeting of
shareholders except as otherwise provided by law, the Articles or these Bylaws.
Once a quorum is present, the shareholders may continue to transact business
properly brought before the meeting until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
(b) If a quorum is not present at any meeting of shareholders, the
shareholders entitled to vote at the meeting, present in person or represented
by proxy may, by majority vote, adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present. At an
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting under the notice of the meeting
as originally given.
(c) For the purposes of determining the presence of a quorum,
abstentions and broker non-votes, as defined in Section 2.10(c), shall be
treated as shares present and entitled to vote.
Section 2.07. Organization of Meetings. (a) The Chairman of the Board
shall preside at all meetings of the shareholders. In the absence of the
Chairman of the Board or if no Chairman has been elected, the President or, in
his absence, the Vice President shall preside. In the absence of all of these
officers, any shareholder or the duly appointed proxy of any shareholder may
call the meeting to order and a chairman shall be elected from among the
shareholders present.
(b) The Secretary of the Corporation shall act as secretary at all
meetings of the shareholders. In the absence of the Secretary, an Assistant
Secretary shall so act, or, in the absence of all of these officers, the person
presiding at a meeting may appoint any person to act as secretary of the
meeting.
Section 2.08. Business to be Conducted. (a) Only such business may be
conducted at an annual meeting of the shareholders as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting given by or at the
direction of the Board, or (ii) otherwise properly brought before the meeting by
or at the direction of the Board, or (iii) properly brought before the meeting
by a shareholder.
(b) In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder, the shareholder
must give the Secretary of the Corporation timely written notice as required by
this Section 2.08(b). To be timely, a shareholder's notice must be received at
the principal office of the Corporation not less than 50 days nor more than 75
days prior to the meeting; however, if less than 65 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by a shareholder will be timely if received at the principal office of the
Corporation not later than the close of business on the 15th day following the
earlier of the day on which the notice of the date of the annual meeting was
mailed or public disclosure was made. A shareholder's notice to the Secretary
must set forth (i) a brief description of each business matter which the
shareholder proposed to bring before the annual meeting and the reasons for
bringing each such business matter before the annual meeting, (ii) the name and
record address of the shareholder proposing such business, (iii) the class and
number of
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shares of the Corporation which are beneficially owned by the shareholder, and
(iv) any material interest of the shareholder in such business.
(c) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting unless properly brought before
the meeting in accordance with this Section 2.08. If the chairman of a meeting
should find that the facts warrant a determination that a business matter is not
properly brought before the meeting in accordance with this Section 2.08, he
shall so declare to the meeting, and the matter shall not be considered at the
meeting.
Section 2.09. Proxies. (a) At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person or by
proxy executed in writing by the shareholder or by his duly authorized attorney-
in-fact. No proxy shall be valid after eleven months from the date of its
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless the proxy form expressly and conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. All proxies shall be
filed with the Secretary of the Corporation prior to or at the time of the
meeting at which they are to be voted.
(b) In the event that any instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one, shall have and may
exercise all of the powers conferred by such written instrument upon all the
persons so designated unless the instrument shall otherwise provide.
Section 2.10. Voting of Shares. (a) Subject to Section 2.12, each
shareholder, regardless of class, shall be entitled at each meeting of
shareholders to one vote on each matter submitted to a vote at the meeting.
Once a quorum is present at any meeting of shareholders, the vote of the holders
of a majority of shares entitled to vote and present in person or represented by
proxy shall decide any question brought before the meeting unless the question
is one upon which, by express provision of law or the Articles or these Bylaws,
a different vote is required in which case such express provision shall control
the decision of the question.
(b) For the purpose of determining whether a majority, or any
different required vote of shares present and entitled to vote, has voted
affirmatively on a particular question, only those shares voted "for" or
"against" such questions shall be included in the count. Abstentions and broker
non-votes shall not be counted even though such shares shall be considered
present and entitled to vote for the purposes of determining the presence of a
quorum under Section 2.06.
(c) As used in these Bylaws, the term "abstention" means shares which
are not voted "for" or "against" a question by a holder or holders present in
person or represented by proxy at the meeting and entitled to vote such shares
on the question, and the term "broker non-votes" means shares represented at a
meeting by proxies held by brokers or nominees as to which instructions have not
been received from the beneficial owner or persons entitled to vote and as to
which the broker or nominee does not have discretionary power to vote on the
question.
(d) Any vote at a shareholders meeting may be taken by voice vote or
by show of hands unless a shareholder or the duly appointed proxy of a
shareholder entitled to vote on the question objects in which case the vote
shall be taken by written ballets.
Section 2.11. Voting of Shares by Certain Holders. (a) Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may authorize or, in the absence of such
authorization, as the board of directors of such corporation may determine.
(b) Shares held by an administrator, executor, guardian or conservator
may be voted by him so long as the shares are part of the estate being served by
him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but
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no trustee shall be entitled to vote shares held by him without a transfer of
such shares into his name as trustee.
(c) Shares standing in the name of a receiver may be voted by the
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer into the receiver's name if authority to do
so has been given in an appropriate order of the court by which the receiver was
appointed.
(d) A shareholder whose shares are pledged may vote the shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee may vote the shares so transferred.
(e) Shares of the Corporation's stock either (i) owned by the
Corporation itself, (ii) owned by another corporation, the majority of the
voting stock of which is owned or controlled by the Corporation, or (iii) held
by the Corporation in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
Section 2.12. Record Date; Closing Transfer Books. (a) The Board may fix
in advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders, the record date to be not
less than ten nor more than 60 days prior to the meeting, or the Board may close
the stock transfer books for such purpose for a period of not less than ten nor
more than 60 days prior to such meeting.
(b) In the absence of action by the Board fixing a record date, the
date upon which the notice of the meeting is mailed shall be the record date for
the purpose of determining shareholders entitled to vote at the meeting.
Article 3: Directors
Section 3.01. Management. The business and affairs of the Corporation
shall be managed by the Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not, by law,
the Articles or these Bylaws, required to be exercised or done by the
shareholders.
Section 3.02. Number; Qualification; Election; Term. (a) Subject to
Section 3.02(b), the Board of Directors shall consist of nine Directors, none of
whom need be shareholders of the Corporation or residents of the State of Texas.
The Directors shall be divided into three classes consisting of three Directors
each. At each annual shareholders meeting, Directors shall be elected for the
class whose term of office expires at that meeting, and the Directors so elected
shall hold office until the third succeeding annual shareholders meeting after
their election and until their successors are elected and qualified.
(b) Notwithstanding subsection (a) of Section 3.02, one Director in
addition to the nine provided by subsection (a) shall serve from April 20, 1999
to the 2000 annual shareholders meeting. At the 1999 annual shareholders
meeting, four Directors shall be elected, one who shall become a fourth member
of the class of Directors whose term of office expires at the 2000 annual
shareholders meeting and three who shall be elected for a three year term to
succeed that class of Directors whose term of office expires at the 1999 annual
meeting. The Board of Directors shall consist of ten Directors from April 20,
1999, until the 2000 annual shareholders meeting and until the successors of the
class of Directors whose term of office expires at the 2000 annual shareholders
meeting shall have been elected and qualified, after which the Board shall
consist of nine Directors.
Section 3.03. Change in Number. The number of Directors may be
increased or decreased from time to time by amendment to these Bylaws, but no
decrease shall have the effect of shortening the term of any incumbent Director.
Any directorship to be filled by reason of an increase in the number of
Directors may be filled by the Board or by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that purpose.
Any Director elected to the Board to fill a directorship resulting in an
increase in the number of Directors shall hold office for a term continuing only
until the next election of Directors by shareholders. The Board may not fill
more than two
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directorships resulting from an increase in the number of Directors between any
two successive annual meeting of shareholders.
Section 3.04. Resignation. Any Director may resign at any time by
giving written notice to the Chairman of the Board, the President or the
Secretary. A Director's resignation shall take effect at the time specified in
the resignation. Unless otherwise provided in the resignation, the acceptance of
a resignation shall not be necessary to make it effective.
Section 3.05. Removal. Any Director may be removed, either with or
without cause, at any meeting of shareholders expressly called for that purpose
by the affirmative vote of more than two-thirds in number of shares of the
shareholders present in person or represented by proxy at such meeting and
entitled to vote for the election of Directors.
Section 3.06. Vacancies. (a) Any vacancy occurring in the Board by
death, resignation or removal of a Director may be filled by an affirmative vote
of a majority of the remaining Directors though less than a quorum of the Board.
A Director elected to fill such a vacancy shall be elected for the unexpired
term of his predecessor in office.
(b) Any vacancy resulting from an increase in the number of
directors shall be filled as provided in Section 3.03.
Section 3.07. Election of Directors. Directors shall be elected by
plurality vote. Cumulative voting shall not be permitted.
Section 3.08. Nomination of Directors. (a) Only those persons who are
nominated in accordance with this Section 3.08 shall be eligible for election as
Directors. Nomination of persons for election to the Board of the Corporation
may be made at a meeting of shareholders (i) by or at the direction of the
Board, (ii) by a nominating committee appointed by the Board, or (iii) by any
shareholder of the Corporation entitled to vote at the meeting for the election
of Directors but only if the shareholder complies with this Section 3.08.
(b) In addition to other applicable requirements, for a nomination
to be made by a shareholder, the shareholder must give the Secretary of the
Corporation timely written notice as required by this Section 3.08(b). To be
timely, a shareholder's notice must be received at the principal office of the
Corporation, not less than 50 days nor more than 75 days prior to the meeting at
which the nomination is to be made; however, if less than 65 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by a shareholder will be timely if received at the
principal office of the Corporation not later than the close of business on the
15th day following the earlier of the day on which the notice of the date of the
meeting was mailed or public disclosure was made. A shareholder's notice to the
Secretary must set forth as to each person whom the shareholder proposes to
nominate (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the person, and (iv) any other information relating to the person that is
required to be disclosed in solicitation for proxies for election of Directors
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. A
shareholder's notice to the Secretary must also set forth as to the shareholder
giving the notice (i) the name and record address of the shareholder and (ii)
the class and number of shares of the Corporation which are beneficially owned
by the shareholder. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a Director of the
Corporation.
(c) Notwithstanding anything in these Bylaws to the contrary, no
person shall be eligible for election as a Director unless nominated in
accordance with this Section 3.08. If the chairman of the meeting at which a
nomination is made should find that the facts warrant a determination that the
nomination is not made in accordance with this Section 3.08, he shall so declare
to the meeting, and the nomination shall be disregarded.
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Section 3.09. Place of Meetings. Meetings of the Board, regular or
special, may be held either within or without the State of Texas.
Section 3.10. First Meetings. The first meeting of a Board after
Directors are elected at an annual meeting of shareholders shall be held,
without further notice, immediately following the annual meeting of
shareholders. The meeting shall be held at the same place as the annual
shareholders meeting unless by written unanimous consent the time or place for
the meeting shall be changed by the Directors serving after the shareholders
meeting.
Section 3.11. Regular Meetings. Regular meetings of the Board may be held
without notice at such time and place as shall, from time to time, be determined
by the Board.
Section 3.12. Special Meetings. (a) Special meetings of the Board may be
called by the Chairman of the Board, the President or the Secretary. Special
meetings shall be called by the Chairman, the President or the Secretary in like
manner and on like notice upon the written request of any Director.
(b) Written notice of the place, day and hour of any special meeting
of the Board shall be delivered to each Director not less than three days before
the date of the meeting, delivery to be by personal delivery, mail, telecopier,
or a national recognized overnight delivery service. If mailed or sent by
overnight delivery service, notice shall be deemed delivered when deposited in
the United States mail or given to the delivery service. Notice by telecopier
shall be deemed delivered when sent.
(c) Except as otherwise expressly provided by law or by the Articles
or these Bylaws, neither the business to be transacted at, nor the purpose of,
any special meeting of the Board need be specified in a notice or waiver of
notice.
Section 3.13. Quorum; Majority Vote. (a) At all meetings of the Board of
Directors, a majority of the Board fixed by these Bylaws shall constitute a
quorum for the transaction of business. The act of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board, except as otherwise specifically provided by law or by the Articles or
these Bylaws.
(b) Anything herein to the contrary notwithstanding, any alteration,
amendment, or repeal of subsections (a), (b) or (c) of Section 2.10 or of
Sections 3.02, 3.03, 3.04, 3.07, 3.13 or 7.10 of these Bylaws, or adoption of
any bylaw provision inconsistent therewith, by the Board shall require the
affirmative vote of two-thirds of the full Board.
(c) If a quorum is not present at a meeting of the Board, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
Section 3.14. Compensation. By resolution of the Board, the Directors may
be paid their expenses, if any, of attendance at each meeting of the Board and
may be paid a fixed sum for attendance at each meeting of the Board or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 3.15. Procedure. (a) The Board shall cause regular minutes of
its proceedings to be kept. The minutes shall be placed in the minute book of
the Corporation.
(b) A Director who is present at a meeting of the Board at which
action on any corporate matter is taken shall be presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meeting
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or unless he shall file his written dissent with the secretary of the meeting
before the adjournment thereof or send his dissent by registered or certified
mail to the Secretary of the Corporation immediately after adjournment of the
meeting. A Director who voted in favor of any action may not thereafter dissent
from such action.
Section 3.16. Interested Directors, Officers and Shareholders. (a) Any
contract or other transaction between the Corporation and any of its Directors,
officers or shareholders (or any corporation or firm which any of them are
directly or indirectly interested) shall be valid for all purposes
notwithstanding the presence of such Director, officer or shareholder at the
meeting at which such contract or transaction is authorized, or his
participation in such meeting or authorization.
(b) Subsection (a) of this Section 3.16 shall, however, apply only if
the interest of each Director, officer or shareholder is known or disclosed:
(1) to the Board of Directors and the Board, nevertheless,
authorizes or ratifies the contract or transaction by a majority of the
Directors present, each such interested person to be counted in determining
whether a quorum is present but not in calculating the majority necessary to
carry the vote; or
(2) to the shareholders and they, nevertheless, authorize or
ratify the contract or transaction by a majority of the shares present, each
such interested person to be counted for quorum and voting purposes.
(c) This Section 3.16 shall not be construed to invalidate any
contract or transaction which would be valid in the absence of this provision.
Section 3.17. Committees of the Board. (a) By resolution adopted by a
majority of the full Board of Directors, the Board may designate from among its
members one or more committees, each of which, to the extent provided in the
resolution, shall have and may exercise all of the authority of the Board in the
business and affairs of the Corporation except were action by the Board is
required by law, the Articles or these Bylaws.
(b) Each committee shall consist of one or more Directors appointed by
resolution adopted by a majority of the full Board. Each committee member shall
serve as such until the expiration of his term as a Director or his earlier
resignation unless sooner removed as a committee member or as a Director.
(c) The number of members of any committee may be increased or
decreased from time to time by resolution adopted by a majority of the full
Board. The Board shall have the power at any time to fill any vacancy in, to
change the membership of, or to dissolve, any committee.
(d) Regular meetings of any committee may be held without notice at
such time and place as may be designated from time to time by resolution of the
committee and communicated to all committee members.
(e) A special meeting of any committee may be held whenever called by
any committee member at such time and place that such committee member shall
designate in the notice of such special meeting. The committee member calling
any such special meeting shall cause notice of such special meeting to be given
to each committee member at least twelve hours before such special meeting.
Notice may be either written or oral. Neither the business to be transacted at,
nor the purpose of, any special meeting of any committee need be specified in
the notice or waiver of notice of any special meeting.
(f) At all meetings of any committee a majority of the number of
committee members designated by the Board of Directors shall constitute a quorum
for the transaction of business. The act of a majority of the committee members
present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by law, the Articles or
these Bylaws. If a quorum is not present at a meeting of any
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committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present.
(g) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors upon the request of the Board. The
minutes of the proceedings of each committee shall be placed in the minute book
of the Corporation.
(h) Any action required or permitted to be taken at any meeting of a
committee may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The signed consent shall be placed in the minute book.
(i) Members of any committee designated by the Board may participate
in or hold a meeting by use of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
(j) The designation of any committee and the delegation of authority
to it shall not operate to relieve the Board, or any member thereof, of any
responsibility imposed upon it or him by law.
Section 3.18. Advisory Directors. (a) The Board, by resolution adopted
by not less than a majority of the Directors then in office, may from time to
time appoint such number of individuals as it may deem appropriate to serve as
Advisory Directors at the pleasure of the Board. Advisory Directors may be
given such designations (including without limitation "Advisory Director,"
"Director Emeritus" or "Honorary Directors") as the Board may from time to time
designate. Advisory Directors are not, and shall not have the duties and
responsibilities of, Directors of the Corporation, and the terms "Directors" or
"members of the Board of Directors" as used in these Bylaws shall not be deemed
to mean or include Advisory Directors.
(b) Without limiting the generality of the foregoing, Advisory
Directors shall not be entitled (i) to receive any notice of any meeting of the
Board of Directors, (ii) to attend any meeting of the Board of Directors except
at the invitation of the Board, (iii) to vote on any matter presented for action
by the Board of Directors or, except at the invitation of the Board, to
participate in the consideration of any such matter or the formulation or
determination of corporate policy, (iv) to receive any non-public information
regarding the business or affairs of the Corporation or any matters presented
for action or consideration by the Board of Directors, or (v) to receive any
compensation for serving as an Advisory Director except as the Board of
Directors may otherwise determine by resolution.
(c) At the discretion of the Board of Directors, an Advisory Director
may be deemed a Director as that term is used in any stock option plan of the
Corporation, in order to qualify such Advisory Director for the continued
holding of stock options, the term of which would otherwise expire as a result
of the termination of Director status.
Article 4: Notice and Attendance through Use of Electronic Equipment
Section 4.01. Method. Whenever by law or the Articles or these Bylaws,
notice is required to be given to a Director, shareholder or committee member
and no provision is made as to how the notice shall be given, notice may be
given (i) in writing, by mail, postage prepaid, addressed to the Director,
committee member or shareholder at the address appearing on the books of the
Corporation, or (ii) in any other method permitted by law. Any notice given by
mail shall be deemed given at the time when the same is thus deposited in the
United States mails.
Section 4.02. Waiver. (a) Whenever, by law or the Articles or these
Bylaws, notice to a Director, committee member or shareholder is required, a
waiver thereof in writing signed by the person or persons entitled to such
notice,
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whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice.
(b) Attendance of a Director or committee member at a meeting shall
constitute a waiver of notice of such meeting, except where a Director or member
attends for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section 4.03. Telephone and Similar Meetings. Directors and committee
members may participate in and hold a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other. Participation in such meeting shall
constitute presence in person at the meeting except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.
Article 5: Officers and Agents
Section 5.01. Number; Qualification; Election; Term. (a) The Corporation
shall have:
(1) a President, a Vice President, a Secretary and a Treasurer,
and
(2) such other officers (including additional vice presidents)
and assistant officers and agents as the Board may think necessary.
(b) No officer or agent need be a shareholder or a Director of the
Corporation or a resident of Texas.
(c) Officers named in Section 5.0l(a)(l) shall be elected by the Board
on the expiration of an officer's term or whenever a vacancy exists. Officers
and agents named in Section 5.0l(a)(2) may be elected by the Board at any
meeting.
(d) Unless otherwise specified by the Board at the time of election or
appointment, or in an employment contract approved by the Board, each officer's
term shall end at the first meeting of Directors after the next annual meeting
of shareholders. Each officer shall serve until the end of his term or his
earlier death, resignation or removal.
(e) Any two or more offices may be held by the same person, except
that the President and the Secretary shall not be the same person.
Section 5.02. Removal. Any officer or agent elected or appointed by the
Board may be removed by the Board whenever in its judgment the best interests of
the Corporation will be served thereby. Removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.
Section 5.03. Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the Board.
Section 5.04. Authority. Officers and agents shall have such authority
and perform such duties in the management of the Corporation as are provided in
these Bylaws or as may be determined by resolution of the Board not inconsistent
with these Bylaws.
Section 5.05. Compensation. The compensation of officers and agents shall
be fixed from time to time by the Board.
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Section 5.06. Chairman of the Board. The Corporation may have a Chairman
of the Board. If a Chairman of the Board is elected, he shall be the
Corporation's principal planning and development officer and shall preside at
all meetings of the shareholders and the Board. The Chairman shall also perform
such other duties as may be prescribed by the Board from time to time. If no
Chairman is elected, the duties of that office shall be performed by the
President unless the Board provides otherwise.
Section 5.07. Chief Executive Officer. The Corporation may have a Chief
Executive Officer. If a Chief Executive Officer is elected, he shall supervise,
control and have general and active management of the day-to-day business and
affairs of the Corporation and shall perform such other duties as may be
prescribed by the Board from time to time. If no Chief Executive Officer is
elected, the duties of that office shall be performed by the President unless
the Board provides otherwise.
Section 5.08. President. The President shall have such powers and
responsibilities and shall perform such duties as delineated by the Board or the
Chief Executive Officer.
Section 5.09. Vice President. (a) The Vice President shall, in the
absence of the President, perform the duties and have the authority and exercise
the powers of the President. The Vice President shall perform such other duties
and have such other authority and powers as the Board may from time to time
prescribe or as the Chairman of the Board or Chief Executive Officer may from
time to time delegate.
(b) If the Corporation has more than one Vice President, each Vice
President shall have such duties and authorities as the Board may from time to
time prescribe or as the Chief Executive Officer or President may from time to
time delegate.
Section 5.10. Secretary. (a) The Secretary shall attend all meetings of
the Board and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose.
(b) The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board.
(c) The Secretary shall keep in safe custody the seal of the
Corporation and, when authorized by the Board, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary.
(d) The Secretary shall be under the supervision of the President. He
shall perform such other duties and have such other authority and powers as the
Board may from time to time prescribe or as the President may from time to time
delegate.
Section 5.11. Assistant Corporate Officers. (a) The Board may elect an
Assistant Secretary and Assistant Treasurer and such additional assistant
corporate officers as it may from time to time find necessary.
(b) Each assistant corporate officer shall perform the duties of the
principal officer to whom he is an assistant if the principal office is vacant
or if the principal officer is absent or unable to act, as well as such other
duties as the Board may from time to time prescribe.
Section 5.12. Treasurer. (a) The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements of the Corporation and shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board.
(b) The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board,
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taking proper vouchers for such disbursements, and shall render to the President
and Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the Corporation.
(c) If required by the Board, the Treasurer shall give the Corporation
a bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
(d) The Treasurer shall perform such other duties and have such other
authority and powers as the Board may from time to time prescribe or as the
Chief Executive Officer or President may from time to time delegate.
Article 6: Certificates and Shareholders
Section 6.01. Certificates. Certificates in the form determined by the
Board shall be delivered representing all shares to which shareholders are
entitled. Certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued. Each certificate shall state
on the face thereof the holder's name, the number and class of shares, the par
value of shares or a statement that such shares are without par value, and such
other matters as may be required by law. Certificates shall be signed by the
Chairman of the Board, the President or a Vice President and such other officer
or officers as the Board shall designate, and may be sealed with the seal of the
Corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent or registered by a registrar
(either of which is other than the Corporation or an employee of the
Corporation), the signature of such officer may be a facsimile.
Section 6.02. Replacement of Lost or Destroyed Certificates. The Board
may direct a new certificate or certificates to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the loss or destruction. In so doing the Board may, in its discretion and as a
condition precedent to the issuance, (i) require the owner of the lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or (ii) to give the Corporation a bond (with
a surety or sureties satisfactory to the Corporation) in such sum as it may
direct, as indemnity against any claim, or expense resulting from any claim,
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 6.03. Transfer of Shares. Shares of the Corporation shall be
transferable only on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney. Upon surrender to the Corporation or
its transfer agent of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6.04. Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it has express or other notice thereof, except as otherwise
provided by law.
Section 6.05. Pre-Emptive Rights. No shareholder shall have pre-emptive
rights.
Section 6.06. Treasury Stock. The Board shall be authorized at any time
to purchase any outstanding shares or bonds of the Corporation from the surplus
of the Corporation or from the net profits arising from its business, and the
stock so purchased shall constitute treasury stock of the corporation and may be
subject to resale by the board of
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directors upon such terms as the board in its discretion may determine or to
rateable distribution among the shareholders.
Section 6.07. Dividends and Reserves. (a) Subject to statute and the
Articles, dividends may be declared by the Board at any regular or special
meeting and may be paid in cash, in property, or in shares of the Corporation.
The declaration shall be at the discretion of the Board.
(b) The Board may fix in advance a record date for the purpose of
determining shareholders entitled to receive payment of any dividend, the record
date to be not more than 50 days prior to the payment date of such dividend, or
the Board may close the stock transfer books for such purpose for a period of
not more than 50 days prior to the payment date of such dividend. In the
absence of any action by the Board, the date upon which the Board adopts the
resolution declaring the dividend shall be the record date.
(c) By resolution the Board may create such reserve or reserves out of
the earned surplus of the Corporation as the Directors from time to time, in
their discretion, think proper to provide for contingencies, or to equalize
dividends, or to repair or maintain any property of the Corporation, or for any
other purpose they think beneficial to the Corporation. The Board may modify or
abolish any such reserve in the manner in which it was created.
Article 7: General Provisions
Section 7.01. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and the Board of Directors, and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
Section 7.02. Annual Statement. The Board shall present at each annual
meeting of shareholders a full and clear statement of the business and condition
of the Corporation, including a reasonably detailed balance sheet, income
statement, and surplus statement.
Section 7.03. Contracts. The Board may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to a specific instance.
Section 7.04. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board. Such authority may be general or
confined to a specific instance.
Section 7.05. Checks, drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board.
Section 7.06. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board may select.
Section 7.07. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board.
Section 7.08. Seal. The seal of the Corporation (of which there may be
one or more exemplars) shall contain the name of the Corporation and the name of
the state of incorporation. The seal may be used by impressing it or
reproducing a facsimile of it, or otherwise.
Section 7.09. Resignation. Any officer or agent may resign by giving
written notice to the President or the Secretary. The resignation shall take
effect at the time specified therein, or immediately if no time is specified
therein.
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Unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 7.10. Amendment to Bylaws. (a) Subject to Section 7.10(b), these
Bylaws may be altered, amended or repealed or new bylaws may be adopted (subject
to the shareholders repealing or changing the action of the Board, or making new
bylaws, at an annual or special meeting called and held as provided in these
Bylaws) at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the Directors present at such meeting,
provided notice of the proposed alteration, amendment or repeal is contained in
the notice of such meeting.
(b) The Board of Directors may not amend or repeal a particular Bylaw
if the shareholders, in amending, repealing or adopting that particular Bylaw,
expressly provide that the Directors may not amend or repeal that Bylaw.
Section 7.11. Construction. (a) Unless context requires otherwise, as
used in these Bylaws:
(1) words of the masculine gender include the feminine, and
words in the singular number include the plural and in the plural number include
the singular, and
(2) references to a "Section" or an "Article" are to the given
section or article of these Bylaws.
(b) Article and section headings are used in these Bylaws primarily
for convenience and shall not be construed as limiting the effect any provision
would otherwise have.
(c) If any provision of these Bylaws is held by a court of competent
jurisdiction to be invalid, such invalidity shall not impair or invalidate any
remaining provision of these Bylaws and, insofar as reasonable and possible,
effect shall be given to the intent manifested by the provision held to be
invalid.
Section 7.12. Relation to Laws and Articles. These Bylaws shall be
subject to all valid and applicable laws, including specifically (but without
limitations) the Texas Business Corporation Act, as now or hereafter amended,
and the Corporation's Articles of Incorporation.
Article 8: Indemnification
Section 8.01. Indemnification; Insurance. The Corporation shall indemnify
to the full extent permitted by law any person who is made or threatened to be
made a defendant or respondent in any action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, or in any appeal in such
an action, suit or proceeding, by reason of the fact that he or she is or was a
Director, advisory director or officer of the Corporation or of any other
company at the request of the Corporation or is or was serving at the
Corporation's request as an officer, managing partner or in any other position
of authority in the operation of a partnership, limited partnership or joint
venture in which the Corporation has or had a substantial direct or indirect
interest (collectively referred to hereinafter as "Indemnified Persons"),
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such Indemnified Persons
in connection with any such action, suit or proceeding. The Corporation shall
advance, pay and reimburse (as applicable) expenses to Indemnified Persons to
the full extent permitted by law. The Corporation may, to the extent permitted
by law, purchase and maintain insurance, create a trust fund, establish any form
of self-insurance, secure its indemnity obligation by grant of a security
interest or other lien on the assets of the Corporation, establish a letter of
credit, guaranty or surety arrangement, or other arrangement on behalf of
Indemnified Persons against any liability asserted against such persons in
their capacities as described above, whether or not the Corporation would have
the power to indemnify such Indemnified Persons against such liability. No
amendment to or rescission of this Article shall affect the rights of any of the
Indemnified Persons to indemnification or the advancement, payment or
reimbursement of expenses required by this bylaw growing out of any act,
transaction,
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event or circumstance which occurred before such amendment or rescission.
Article 9: Transition Provisions
Section 9.01. Prior Bylaws. (a) The Bylaws of the Corporation (the
"Prior Bylaws") in effect upon adoption of these Bylaws are hereby amended and,
as amended, restated in their entirety by these Bylaws.
(b) Action validly taken under the Prior Bylaws remains valid.
Section 9.02. Directors and Officers. Each Director, officer and
committee member elected or appointed pursuant to the Prior Bylaws and in office
upon adoption of these Bylaws shall continue in office for the term to which
elected or appointed pursuant to the Prior Bylaws subject to resignation or
removal as provided by these Bylaws.
Section 9.03. Effect of Section 2.03. Until such time as the shareholders
adopt an amendment to the Corporation's Articles of Incorporation to provide
that action by the holders of at least fifteen percent of all of the shares
entitled to vote at the meeting will be required for shareholders to call a
special meeting of shareholders, clause (iv) of subsection (a) of Section 2.03
of these Bylaws shall be effective in the following terms: "(iv) the holders of
at least ten percent of all of the shares entitled to vote at the meeting."
After the shareholders shall have adopted such an amendment to the Corporation's
Articles, clause (iv) of subsection (a) of Section 2.03 shall be effective as
therein stated.
Section 9.04. Effect of Article 9. The provisions of this Article 9
control over any contrary provision of other Articles of these Bylaws.
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1999 Annual Meeting of Shareholders
10:00 a.m., July 13, 1999
Petroleum Club
Derrick I Room
39th Floor of the UPR Plaza (formerly Continental Plaza)
777 Main Street
Fort Worth, Texas
<PAGE>
PROXY CARD PROXY CARD
AZTEC MANUFACTURING CO.
This Proxy is solicited on behalf of the Board of Directors
For the Annual Meeting of Shareholders to be held on July 13, 1999
The undersigned, having received the Notice and accompanying Proxy Statement and
revoking all prior proxies, hereby appoints L.C. MARTIN and SAM ROSEN and each
of them with power of substitution in each, proxies to vote at the annual
meeting to be held on July 13, 1999 at 10:00 a.m. in Fort Worth, Texas, or at
any adjournment thereof, all shares of Aztec Manufacturing Co. which the
undersigned may be entitled to vote. Said proxies are authorized to vote as
directed on the reverse side of this card. If no direction is made, this Proxy
will be voted FOR the election of Directors and FOR proposals 2, 3, 4, and 5.
The Board of Directors recommends a vote FOR the election of Directors and FOR
proposals 2, 3, 4, and 5.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
AZTEC MANUFACTURING CO.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. Election of Directors - FOR WITHHOLD FOR ALL
Nominees: Martin C.Bowen, Kevern R. All All Except
Joyce and Sam Rosen for three year terms;
David H. Dingus for a one year term.
- ----------------------------------------- ----- ------- -------
(Except nominee(s) written above)
2. Ratification of amendment to the Articles FOR AGAINST ABSTAIN
of Incorporation on calling special meetings
of the shareholders.
----- ------- -------
3. Ratification of amendment to the Articles For Against Abstain
of Incorporation on indemnification.
----- ------- -------
4. Ratification of amendment to For Against Abstain
the Bylaws of the Company.
----- ------- -------
5. Ratification of the appointment of For Against Abstain
Ernst & Young LLP as auditors.
----- ------- -------
The undersigned acknowledges
receipt of the Notice of
Annual Meeting of Shareholders and
of the Proxy Statement.
Dated:_____________________, 1999
Signature(s)______________________
__________________________________
Please sign exactly as your name
appears. When shares are
held by joint tenants, both should
sign. When signing as attorney,
as executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name.
